/raid1/www/Hosts/bankrupt/TCR_Public/150409.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, April 9, 2015, Vol. 19, No. 99
Headlines
315 W 35TH ASSOCIATES: Case Summary & 9 Top Unsecured Creditors
ABACO ENERGY: Moody's Lowers Corp. Family Rating to Caa1
AMERICAN EAGLE: Enters Into Forbearance Agreement with Noteholders
AMERICAN PATRIOT: Bank to Sell $120,000 Preferred Stock to CFSI
AMERICAN REAL ESTATE: Case Summary & Largest Unsecured Creditor
AS SEEN ON TV: Extends MIG7 Note Expiration to April 2017
AUTOPARTS HOLDINGS: S&P Lowers CCR to 'CCC+', Outlook Developing
BEATRICE COMMUNITY: Fitch Affirms 'BB+' Rating on $30MM Bonds
BMT PETROLEUM: Case Summary & 16 Largest Unsecured Creditors
BOBBY HAMILTON: To Return to Fairgrounds Speedway
CHILDREN OF AMERICA: Files for Chapter 11 Bankruptcy Protection
CHROMCRAFT REVINGTON: Asks for Court's Nod to Borrow $500,000
COCRYSTAL PHARMA: Interim CEO's Appointment Takes Effect
COMARK: Ontario Court Okays ISIP, Names Monitor & Fin'l Advisor
DIOCESE OF HELENA: List of Abusers to Be Released by End of April
EMIGRANT BANCORP: Fitch Raises IDR to 'BB'; Outlook Stable
ERIE OTTERS: Files for Bankruptcy
EVERYWARE GLOBAL: Case Summary & 30 Largest Unsecured Creditors
EVERYWARE GLOBAL: Files for Ch. 11 with Debt-Swap Plan
EXAMWORKS GROUP: Moody's Rates New Unsec. Notes B3, Outlook Pos.
EXAMWORKS GROUP: S&P Affirms 'B+' Corp. Credit Rating
FELCOR LODGING: S&P Raises CCR to 'B', Outlook Stable
GASFRAC ENERGY: Completes Sale of Assets to STEP Energy
GO DADDY: S&P Raises CCR to 'B+', Off CreditWatch Positive on IPO
HUSSEY COPPER: John Harrington Appointed as Interim CEO
IBCS MINING: April 27 Hearing on Continued Use of Cash Collateral
IBCS MINING: Ritchie Bros. Approved as Auctioner for Equipment
IHEARTHCOMMUNICATIONS INC: Director Mays Won't Seek Re-Election
ISLE OF CAPRI CASINOS: S&P Ups Rating on 5.875% Sr. Notes to 'BB-'
ISLE OF CAPRI: Moody's Assigns B2 to $150MM Sr. Unsecured Notes
JACK JOHNSON: Victimized By Will Allen Ponzi Scheme
KAL ENTERPRISES: Voluntary Chapter 11 Case Summary
KANGADIS FOOD: Court Enters Final Decree Closing Chapter 11 Case
KEY ENERGY: S&P Lowers CCR to 'B', Outlook Remains Negative
KIOR INC: Court Approves Disclosure Statement
KIOR INC: Seeks June 8 Extension of Exclusive Solicitation Period
KIOR INC: WilmerHale to Handle Mississippi Disputes
LABSTYLE INNOVATIONS: Kost Forer Expresses Going Concern Doubt
LDK SOLAR: Court Concludes Cayman Unit's Provisional Liquidation
LEHMAN BROTHERS: Wants to Share Questionnaires for Investors
LEO MOTORS: Acquires Interests in Erum and Leo Factory
LSI RETAIL: Section 341 Meeting of Creditors Scheduled for May 5
MAINSTREAM MINERALS: Delays Filing of Annual Financial Statements
METABOLIX INC: PwC Expresses Going Concern Doubt
METEX MFG: Asbestos PI Trust Starts Accepting Claims
MIKES XS: Case Summary & 3 Largest Unsecured Creditors
MN CORPORATION: Files for Ch 11 to Halt TD Bank's Foreclosure Suit
NATIVE WHOLESALE: Court Closes Case Without Prejudice to Reopening
NEW GLOBAL: Files Third Amendment to FY 2013 Report
NII HOLDINGS: Committee Atty. Kramer Levin Hikes Hourly Rates
NII HOLDINGS: Committee's Financial Advisor Increases Hourly Rates
NII HOLDINGS: Counsel Jones Day Increases Hourly Rates
PACWEST BANCORP: Fitch Affirms 'BB+/B' IDRs, Outlook Stable
PARAMOUNT RESOURCES: S&P Raises Sr. Unsecured Debt Rating to 'BB-'
PGA HOLDINGS: IPO Filing No Impact on Moody's 'B2' CFR
PROSPECT PARK: Seeks May 6 Plan Exclusivity Extension
RAAM GLOBAL: Plans to Talk with Lenders to Avoid Default
RAAM GLOBAL: S&P Lowers CCR to 'D' on Missed Interest Payment
RADIOSHACK CORP: Texas Wants More Details on Sale of Client Info
RESTORGENEX CORP: Ends 2014 with $22 Million in Cash
RETROPHIN INC: Completes Acquisition of Cholbam
RIO PUERCO DEVELOPMENT: Case Summary & 7 Top Unsecured Creditors
SAMSON RESOURCE: Headed for Chapter 11, Tulsa Money Manager Says
SCIENCE APPLICATIONS: Moody's Assigns Ba3 Corp. Family Rating
SESAC HOLDCO II: Moody's Cuts CFR to B3 & Rates 2nd Lien Debt Caa2
SESAC HOLDCO II: S&P Affirms 'B' CCR on New Incremental Debt
SEVENTY SEVEN ENERGY: S&P Lowers CCR to 'B'; Outlook Negative
SINCLAIR BROADCAST: S&P Keeps BB+ Rating Over $350M Debt Add-on
SPECIALTY PRODUCTS: RPM Posts $57.3M Loss for Feb. 28 Quarter
SPRING INDUSTRIES: Mechoshade Deal No Impact on Moody's B2 CFR
STOCKBRIDGE/SBE INVESTMENT: S&P Lowers Corp Credit Rating to 'CCC'
SULLIVAN INTERNATIONAL: Files for Chapter 11 with $17MM in Debt
SYMBID CORP: Friedman Expresses Going Concern Doubt
UCI HOLDINGS: S&P Lowers CCR to 'CCC+' & Revises Outlook to Neg.
UNITED CONTINENTAL: Fitch Raises IDR to 'B+'; Outlook Positive
USIC HOLDINGS: $40MM Tack-on Loan No Impact on Moody's B3 CFR
USIC HOLDINGS: S&P Retains 'B+' Rating Over Proposed Debt Add-On
VERMILLION INC: Names Fred Ferrara to Newly Created CIO Post
VIPER VENTURES: Seeks to Employ Stichter Riedel as Ch. 11 Counsel
VIRGINIA SAI MOTEL: Case Summary & 11 Largest Unsecured Creditors
VUZIX CORP: Reports $3 Million Total Sales in 2014
WBPB CORP: Files for Chapter 11 Bankruptcy Protection
WCC PARTNERS: Voluntary Chapter 11 Case Summary
WHITTEN FOUNDATION: Can Use Iberia Bank's Cash Collateral
XINERGY LTD: Has $40MM Financing From Whitebox and Highbridge
XINERGY LTD: Proposes ALCS as Claims and Noticing Agent
XINERGY LTD: Proposes to Limit Equity Trading to Protect NOLs
XINERGY LTD: Proposes to Pay $7.5M to Critical Vendors
XINERGY LTD: To Ask Canadian Court to Recognize Ch. 11 Cases
XINERGY LTD: Wants Schedules Deadline Extended by 60 Days
XZERES CORP: Obtains $1.5 Million From Private Placement
XZERES CORP: Steve Shum Quits as Officer and Director
YSN INVESTMENT: Case Summary & 10 Largest Unsecured Creditors
[*] Edwards & Cherney Changes Name to Canterbury Law Group
[] Moody's Says LNG Projects Nixed Amid Lower Oil Prices
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
315 W 35TH ASSOCIATES: Case Summary & 9 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: 315 W 35th Associates LLC
c/o Schwartz Law Firm
3631 Shannon Road
Cleveland Heights, OH 44118
Case No.: 15-10877
Type of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 8, 2015
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Debtor's Counsel: David M. Graubard, Esq.
KERA & GRAUBARD
240 Madison Avenue, 7th Floor
New York, NY 10016
Tel: (212) 681-1600
Fax: (212) 681-1601
Email: dgraubard@keragraubard.com
Total Assets: $40 million
Total Liabilities: $30.7 million
The petition was signed by Michael Sorotzkin, manager.
List of Debtor's nine Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Motovich Holdings, LLC $5,300,438
1100 Coney Island Avenue
Brooklyn, NY 11230
Robert Verrone and Iron $332,047
Pound Management LLC
600 Lexington Avenue, 30th Fl
New York, NY 10022
Erich H. Zagrans, Esq. $232,000
6408 Rockside Woods Blvd South,
Ste 180
Cleveland, OH 44131
The Schwartz Law Firm $200,000
S&B BQ LLC $97,000
Gertler & Wente Architects LLP $76,114
Dan Altman, Esq. $36,243
NYC Environmental Control Board $27,300
Baker Hostetler $16,760
ABACO ENERGY: Moody's Lowers Corp. Family Rating to Caa1
--------------------------------------------------------
Moody's Investors Service downgraded Abaco Energy Technologies
LLC's Corporate Family Rating to Caa1 from B3 and the Probability
of Default Rating to Caa2-PD from Caa1-PD. At the same time,
Moody's downgraded the senior secured credit facilities to Caa1
from B3. The Speculative Grade Liquidity Rating was lowered to
SGL-3.The outlook was revised to negative.
"The ratings downgrade reflects the weakened liquidity position and
growing concern over projected levels of cushion under Abaco's
financial covenant over the next twelve months stemming from
expected EBITDA declines," said Moody's Analyst Morris Borenstein.
The US drilling rig count has declined close to 50% since October
2014 at the time of the initial rating. The negative outlook
reflects Moody's expectation of deteriorating credit metrics due to
a significant drop in demand for Abaco's products which are used in
drilling activities in North America.
Ratings downgraded:
Abaco Energy Technologies, LLC
Corporate Family Rating to Caa1 from B3
Probability of Default Rating to Caa2-PD from Caa1-PD
Senior secured revolving credit facility to Caa1 (LGD3) from B3
(LGD3)
1st lien senior secured term loan to Caa1 (LGD3) from B3 (LGD3)
Speculative Grade Liquidity Rating lowered to SGl-3 from SGL-2
The rating outlook is negative
RATINGS RATIONALE
Abaco's Caa1 Corporate Family Rating (CFR) reflects the company's
extremely modest size, high customer concentration, and single
product line with exposure to the highly cyclical onshore drilling
activity in the US. With projected revenues of less than $60
million in 2015, Abaco is the smallest oilfield services company
that Moody's rates. The company competes on sale of its
manufactured downhole products with much larger, better capitalized
companies including National Oilwell Varco (A2 stable) and
Schlumberger Ltd. (Aa3 stable). Sales and profitability will be
significantly impacted over the next twelve months as a result of
reduced demand for its products due to the declines in drilling
activity in the US.
Somewhat offsetting these risks are Abaco's strong EBITDA margins,
highly variable cost structure, strong focus on fast turnaround
times with a niche position as a viable alternative to the market
leaders, and cash flow generating capabilities.
The SGL-3 reflects the company's adequate liquidity profile.
Moody's expects the company to generate cash flow in 2015 largely a
function of reducing its working capital levels early in 2015.The
company has a $25 million undrawn revolving credit facility which
Moody's does not expect will be drawn. Amortization is modest and
there are no near term maturities. The company's credit agreement
has a net debt to EBITDA financial maintenance covenant. The
covenant steps down from 5.75 times at March 31, 2015 to 5.5 times
in the second half of the year, dropping to 5.25 times in the first
quarter of 2016. Moody's projects minimal cushion by the fourth
quarter 2015. Covenants may need relief in the form of an equity
cure or bank waiver should the company's EBITDA fall short.
The rating outlook is negative based on Moody's expectation of
weakening credit metrics resulting from a contraction in demand for
Abaco's products. The outlook also reflects weakening cushion under
the company's bank financial covenant in the second half of 2015
and early 2016.
Abaco's ratings could be downgraded with a greater deterioration in
liquidity or if free cash flow was expected to be negative. A
rating upgrade is not likely in the near term. However, the ratings
could be upgraded should Debt / EBITDA improve to below 5.0x
alongside improved industry fundamentals.
Headquartered in Houston, Texas, Abaco Energy Technologies LLC is
majority owned and controlled by Riverstone Holdings LLC. The
company manufactures downhole drilling tools such as rotors and
stators used in the oil & gas industry in horizontal drilling
operations. Abaco was formed in October 2013 by Riverstone.
Estimated revenues for the twelve months ended December 31, 2014
were approximately $92 million.
AMERICAN EAGLE: Enters Into Forbearance Agreement with Noteholders
------------------------------------------------------------------
American Eagle Energy Corporation disclosed that on April 2, 2015,
the following events occurred in respect of the Notes (the "August
Notes") that the Company sold in August 2014:
-- The Company entered into a Forbearance Agreement with four
holders (the "Ad Hoc Group"), who collectively own or manage in
excess of 50% (face amount) of the August Notes;
-- The Company tendered the sum of $4.0 million as a partial
interest payment to U.S. Bank National Association, as trustee
under an Indenture, dated as of August 27, 2014, pursuant to which,
among other things, the Company issued the August Notes to the
holders thereof, some of whom are members of the Ad Hoc Group,
which partial interest payment left the Company in default as to
approximately $5.8 million of unpaid interest as of April 1, 2015,
as well as certain other fees, expenses and other amounts that are
chargeable or otherwise reimbursable under the Indenture and the
other related documents;
-- The Company received a letter from SunTrust Bank, as control
agent, in respect of an August 27, 2015, Intercreditor Agreement
among SunTrust Bank, as First Lien Collateral Agent, U.S. Bank
National Association, as the Second Lien Collateral Agent, and the
Company, in which SunTrust Bank provided notice of its resignation
as control agent under that Intercreditor Agreement, which
resignation is to become effective on May 1, 2015, unless SunTrust
Bank is replaced in that role earlier; and
-- The Company received a letter from SunTrust Bank, as
administrative agent, in respect of a Credit Agreement that the
Company entered contemporaneously with the Intercreditor Agreement,
in which SunTrust Bank gave the Company notice of an Event of
Default thereunder -- specifically, the Company's failure to have
paid the above-referenced interest payment in full, rather than in
part.
About American Eagle
Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties. The Company is primarily focused on extracting
proved oil reserves from those properties.
* * *
As reported by the TCR in March 2015, Standard & Poor's Ratings
Services lowered its corporate credit and issue-level ratings on
American Eagle Energy Corp. to 'D' from 'CCC+'.
"We lowered the rating after American Eagle missed an interest
payment for $9.8 million due March 2, 2015, on its $175 million
senior secured notes due 2019," said Standard & Poor's credit
analyst Christine Besset.
The TCR reported on Jan. 26, 2015, that Moody's Investors Service
downgraded American Eagle's Corporate Family Rating to 'Ca' from
'Caa1'.
"The downgrade of American Eagle Energy's ratings reflect the
company's weak liquidity profile and unsustainable capital
structure," commented Gretchen French, Moody's vice president.
"With the company facing cyclically low oil prices in 2015 and into
2016, the risk of default or a debt restructuring, including the
potential for a distressed exchange, has increased."
AMERICAN PATRIOT: Bank to Sell $120,000 Preferred Stock to CFSI
---------------------------------------------------------------
American Patriot Financial Group, Inc., and its bank subsidiary
American Patriot Bank entered into a stock purchase agreement with
Complete Financial Solutions, Inc., pursuant to which the Bank, has
agreed to sell 120 shares of a Fixed Rate Noncumulative Perpetual
Preferred Stock, Series A to CFSI for a purchase price of $120,000,
according to a Form 8-K filed with the Securities and Exchange
Commission.
The terms of the Series A Preferred Stock provide that
noncumulative dividends will be payable quarterly at a rate of 5%
per annum on March 15, June 15, Sept. 15 and Dec. 15 of each year.
Because the dividends are noncumulative, in the event that the Bank
fails to make a dividend payment that payment will not continue to
be owed. The Bank has not made any dividend payments on shares of
the Series A Preferred Stock that it has previously issued to CFSI
and does not anticipate that it will be able to make dividend
payments on the Series A Preferred Stock.
The Series A Preferred Stock has no maturity date and the Bank may
not redeem the Series A Preferred Stock until the first dividend
payment date after the fifth anniversary of the issuance of the
shares, and thereafter may only redeem the shares with the prior
approval of its applicable federal and state regulatory
authorities.
In connection with the execution of the Stock Purchase Agreement,
CFSI executed a promissory note in which it promised to pay for the
Series A Preferred Stock it agreed to acquire pursuant to the Stock
Purchase Agreement on or before April 30, 2015.
Pursuant to the Stock Purchase Agreement, the Company and the Bank,
on the one hand, and CFSI, on the other hand, each made customary
representations and warranties to one another and agreements with
one another for transactions of the type contemplated by the Stock
Purchase Agreement.
A copy of the Stock Purchase Agreement is available for free at:
http://is.gd/TxPjoR
About American Patriot
Based in Greenville, Tenn., American Patriot Financial Group, Inc.
is a one-bank holding company formed as a Tennessee corporation to
own the shares of American Patriot Bank. The Bank is the only
subsidiary of the Corporation.
American Patriot Bank commenced operations as a state chartered
bank on July 9, 2001. The Bank had total assets of roughly
$118 million at Dec. 31, 2009. The Bank is not a member of
the Federal Reserve System.
The Bank's customer base consists primarily of small to medium-
sized business retailers, manufacturers, distributors, land
developers, contractors, professionals, service businesses and
local residents.
On Aug. 18, 2010, the Company received from the Federal Deposit
Insurance Corporation, a Supervisory Prompt Corrective Action
Directive, dated August 17, 2010, due to American Patriot Bank's
"significantly undercapitalized" status. The Directive requires
that the Bank submit an acceptable capital restoration plan on or
before August 31, 2010, providing that, among other things, at a
minimum, the Bank will restore and maintain its capital to the
level of "adequately capitalized."
In its audit report for the 2011 results, Hazlett, Lewis & Bieter,
PLLC, in Chattanooga, Tennessee, expressed substantial doubt about
the Company's ability to continue as a going concern. The
independent auditors noted that the Company has incurred
significant losses for the past five years resulting in a retained
deficit of $7.15 million at Dec. 31, 2011. At Dec. 31, 2011 and
2010, the Company and its subsidiary were significantly
undercapitalized based on regulatory standards and has consented
to an Order to Cease and Desist with its primary federal regulator
that requires, among other provisions, that it achieve regulatory
capital thresholds that are significantly in excess of its current
actual capital levels. The Company's nonperforming assets have
increased significantly during 2011 and 2010 related primarily to
deterioration in the credit quality of its loans collateralized by
real estate. The Company, at the holding company level, has a
note payable that was due Feb. 28, 2011, which is now in default.
This note is securitized by 100 percent of the stock of the
subsidiary.
The Company reported a net loss of $1.18 million in 2011, compared
with a net loss of $2.29 million in 2010.
The Company's balance sheet at Sept. 30, 2012, showed $86.3
million in total assets, $85.5 million in total liabilities and
$793,666 in total stockholders' equity.
AMERICAN REAL ESTATE: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
American Real Estate Investment Holdings, Inc. 15-01428
100 4th Street
Honesdale, PA 18431
American Real Estate Investment Holdings I, Inc. 15-01429
100 4th Street
Honesdale, PA 18431
American Real Estate Investment Holdings III, Inc. 15-01430
100 4th Street
Honesdale, PA 18431
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 7, 2015
Court: United States Bankruptcy Court
Middle District of Pennsylvania (Wilkes-Barre)
Judge: Hon. John J Thomas (15-01428 and 15-bk-01429)
Hon. Robert N Opel II (15-01430)
Debtors' Counsel: Douglas J. Smillie, Esq.
FITZPATRICK LENTZ AND BUBBA PC
4001 Schoolhouse Lane
PO Box 219
Center Valley, PA 18034-0219
Tel: 610 797-9000
Fax: 610 797-6663
Email: dsmillie@flblaw.com
Estimated Estimated
Assets Liabilities
---------- -----------
American Real Estate Investment $0-$50,000 $1MM-$10MM
Holdings, Inc.
American Real Estate Investment $500K-$1MM $1MM-$10MM
Holdings I, Inc.
American Real Estate Investment $1MM-$10MM $1MM-$10MM
Holdings III, Inc.
The petitions were signed by Stephen M. Putzi, president.
The Debtors listed The Dime Bank as their largest unsecured
creditor holding a claim of $2,500,000.
Copies of the petitions are available for free at:
http://bankrupt.com/misc/pamb15-01428.pdf
http://bankrupt.com/misc/pamb15-01429.pdf
http://bankrupt.com/misc/pamb15-01430.pdf
AS SEEN ON TV: Extends MIG7 Note Expiration to April 2017
---------------------------------------------------------
As Seen on TV, Inc., previously entered into a senior note purchase
agreement dated as of April 3, 2014, by and among the Company and
the additional purchasers, and MIG7 Infusion, LLC, which was
amended May 1, 2014. Pursuant to the Note Purchase Agreement, the
Credit Parties sold to MIG7 a senior secured note having a
principal amount of $10,180,000, bearing interest at 14% and having
a maturity date of April 3, 2015.
The Company has now entered into an Amendment No. 2 to Senior Note
Purchase Agreement dated March 31, 2015, and a Second Amended and
Restated Senior Secured Promissory Note. In particular, these
amendments:
(a) contained a qualified forbearance of the events of default
noted in the default notice letter delivered to the
Company by MIG7 and previously disclosed in the Company's
Current Report on Form 8-K filed Dec. 15, 2014;
(b) resulted in MIG7 lending an additional $1,900,000 to the
Credit Parties;
(c) set the outstanding principal amount, including compounded
interest through April 27, 2015, to $12,676,193;
(d) capitalized all interest as of April 27, 2015, into the
new principal balance, and provided that interest accrued
thereafter until April 2, 2016, is payable on the Maturity
Date, and accrued interest after April 2, 2016, is to be
paid quarterly; and
(e) extended the Maturity Date of the Note to April 3, 2017,
with an extension until April 3, 2018, if the Company (i)
undertakes an offering of common stock within 15 months of
the date of the Amendment that results in net proceeds of
at least $14 million, and (ii) at least $10,000,000 of
such offering proceeds are applied to the Note.
The Amended Agreement also added additional terms and conditions
that are binding on the Company. The proceeds of the Amended Note
must be used by the Company to acquire the remaining interests in
the debt of Ronco Holdings, Inc., and, on or before May 31, 2014,
the remaining equity interests of Ronco Holdings, Inc. The
acquisition of the remaining debt interests has been completed.
Additional information is available for free at:
http://is.gd/224leY
About As Seen on TV
Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company. It identifies, develops, and markets consumer
products.
As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into
an Agreement and Plan of Merger with eDiets Acquisition Company
("Merger Sub"), eDiets.com, Inc., and certain other individuals.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into eDiets.com, and eDiets.com will continue as the surviving
corporation and a wholly-owned subsidiary of the Company. The
Merger Agreement was completed on April 2, 2014.
The Company incurred a net loss of $9.32 million on $1.98 million
of revenues for the year ended March 31, 2014, as compared with
net income of $3.69 million on $9.40 million of revenues for the
year ended March 31, 2013.
The Company's balance sheet at June 30, 2014, showed $39.8
million in total assets, $46.3 million in total liabilities,
$2.70 million in redeemable preferred stock, and a $9.18 million
total stockholders' deficiency.
EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2014. The independent auditors noted that
the Company's recurring losses from operations and negative cash
flows from operations raise substantial doubt about its ability to
continue as a going concern.
Bankruptcy Warning
The Company stated the following statements in its quarterly
report for the period ended June 30, 2014:
"We have experienced losses from operations since our inception
and cannot predict how long we will continue to incur losses or
whether we ever become profitable. We have relied on a series of
private placements of secured and unsecured promissory notes; the
most recent promissory note sale was a senior secured promissory
note on April 3, 2014 in the amount of $10,180,000 whereby the
Company received net proceeds of approximately $8,400,000 after
debt issuance costs and original issuance discount.
"The Ronco is currently in default on $1,545,000 of its
outstanding 18% promissory notes. Ronco is also in default on its
1.5% Secured Promissory Note with a current outstanding balance of
$8,620,000; however, on March 7, 2014, Ronco and certain creditors
entered into a forbearance agreement whereby each creditor will
forbear from exercising its rights and remedies under the 1.5%
Secured Promissory Note for up to 1 year provided Ronco does not
default on the forbearance agreement.
"Currently, the Company does not have a line of credit to draw
upon. The Company's commitments and contingencies will either
utilize future operating cash flow or require the sale of debt or
equity securities to fulfil the commitments.
We have undertaken, and will continue to implement, various
measures to address our financial condition, including:
* Significantly curtailing costs and consolidating operations,
where feasible.
* Seeking debt, equity and other forms of financing, including
funding through strategic partnerships.
* Reducing operations to conserve cash.
* Deferring certain marketing activities.
* Investigating and pursuing transactions with third parties,
including strategic transactions and relationships.
There can be no assurance that we will be able to secure the
additional funding we need. If our efforts to do so are
unsuccessful, we will be required to further reduce or eliminate
our operations and/or seek relief through a filing under the U.S.
Bankruptcy Code. These factors, among others, raise substantial
doubt about our ability to continue as a going concern. The
accompanying condensed consolidated financial statements do not
include any adjustments to the recoverability and classification
of asset carrying amounts or the amount and classification of
liabilities that might result from the outcome of these
uncertainties."
AUTOPARTS HOLDINGS: S&P Lowers CCR to 'CCC+', Outlook Developing
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on Lake Forest, Ill.-based Autoparts
Holdings Ltd. to 'CCC+' from 'B-' and revised the rating outlook to
developing from stable.
S&P also lowered its issue-level ratings on the company's
first-lien revolver and term loan to 'CCC+' from 'B-'. S&P
maintained the recovery rating at '3', indicating its expectation
for meaningful (50%-70%; higher end of the range) recovery in the
event of payment default. S&P also lowered its issue-level rating
on the company's second-lien term loan to 'CCC-' from 'CCC'. S&P
maintained the recovery rating at '6', indicating its expectation
for negligible recovery (0%-10%) in the event of payment default.
"The downgrade reflects our opinion that Autoparts' operating
performance likely will not materially improve in the near term,
which, when coupled with the uncertainty surrounding the outcome of
The Rank Group's strategic review, could lead to potential
challenges when the company looks to refinance its revolver
(maturing in July 2016)," said Standard & Poor's credit analyst
Naomi Dsouza. Still, S&P recognizes that the company recently
negotiated for financial covenant relief under its credit
facilities, generated positive FOCF during 2014, and received
approximately $45 million in equity contributions during 2014 and
an additional $8 million during first-quarter 2015, which enabled
it to deleverage somewhat.
The developing outlook reflects the possibility that S&P could
raise its ratings on Autoparts if it is able to successfully
resolve the strategic business review, improve its revenue trends,
and generate positive FOCF, thereby successfully refinancing its
revolver that comes due in July 2016. S&P could also lower its
ratings on the company if it fails to resolve the strategic
business review or experiences further sales declines that are not
offset by operating efficiencies and thereby weakens its margins,
all of which could potentially impair the company's ability to
successfully refinance its revolver.
S&P could lower the ratings if Autoparts' management is unable to
resolve the strategic business review and/or sales continue to
decline such that the company's cost saving efficiencies are unable
to offset the deterioration in its profitability. This could put
further pressure on the company's ability to refinance its revolver
maturing July 2016.
Conversely, S&P could raise the ratings if the company is able to
successfully address the strategic business review, demonstrate
improving revenue trends, and achieve continued positive free cash
flow generation. S&P believes that Autoparts' successful
resolution of the strategic business review would translate into a
more manageable leverage profile.
BEATRICE COMMUNITY: Fitch Affirms 'BB+' Rating on $30MM Bonds
-------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on these Hospital
Authority No. 1 Gage County, Nebraska bonds, issued on behalf of
Beatrice Community Hospital (BCH):
-- $30 million health care facilities revenue bonds, series
2010B.
BCH also has $9.9 million in series 2015 direct placement bonds
which are not rated by Fitch.
The Rating Outlook is Stable.
SECURITY
The bonds are secured by a pledge of gross revenues, a mortgage
lien, and a debt service reserve.
KEY RATING DRIVERS
HEALTHY CASH FLOW: Good clinical growth and volumes supported solid
cash flow in fiscal 2014 and interim fiscal 2015. BCH produced a
5.8% operating and 18.7% operating EBITDA margin in fiscal 2014,
which was sufficient to provide 3.3x coverage of maximum annual
debt service (MADS). This trend continued through the five-month
interim period ended Feb. 28, 2015 with a 17% operating EBITDA
margin and 3.1x coverage, both above Fitch's respective 'BBB'
category medians of 7.9x and 2.3x.
MODEST BALANCE SHEET GROWTH: As of Feb. 28, 2015, BCH's
unrestricted cash and investments was $21.3 million, equal to 131.6
days of cash on hand (DCOH), a 5.6x cushion ratio, and 51.4%
cash-to-debt. While consistently improved over a low 78.2 DCOH and
20.1% cash-to-debt at fiscal 2012, these ratios remain well below
Fitch's 'BBB' category medians of 145, 10.5x, and 93.6%. Meaningful
improvement over the near term may be hampered by BCH's capital
expenditures.
CAPITAL PROJECT UNDERWAY: A $7.2 million medical office and
ambulatory expansion project is expected to break ground in April
2015, funded via operating cash flow, to be completed in summer
2016. The project will include needed space to expand certain
services including women's and children's, and other ambulatory
physician clinic space. Otherwise, routine capital needs are
anticipated to remain modest at under $1 million annually over the
near term.
ELEVATED DEBT BURDEN: BCH remains significantly leveraged, as
evidenced by debt to capitalization of 50.6% and MADS equal to 5.7%
of revenue in fiscal 2014, both unfavorable to Fitch's 'BBB'
category medians of 44.9% and 4%, respectively. Fitch expects this
will continue to moderate over time as a result of continued
revenue growth and no plans for additional debt.
CRITICAL ACCESS DESIGNATION: BCH's operating performance continues
to be bolstered by the associated supplemental revenues afforded by
its critical access hospital (CAH) designation. Further, BCH's
rural location approximately 30 miles from the nearest competing
hospital affords it a stable and leading market position, and a
very limited competitive landscape. While the supplemental revenue
provided to BCH helps to mitigate the risks inherent to small,
rural facilities, Fitch notes the long-term viability of the CAH
program is uncertain.
RATING SENSITIVITIES
SUSTAINED OPERATING IMPROVEMENT: Fitch expects BCH to maintain
healthy operating cash flow levels which support balance sheet
preservation at a minimum, and moderating leverage levels over the
longer term. Upward rating movement would be considered should BCH
sustain a consistent financial cushion in excess of Fitch's 'BBB'
category median ratios, which Fitch believes is necessary to offset
the risks inherent to its small revenue base.
CREDIT PROFILE
BCH is located in Beatrice, Nebraska approximately 40 miles south
of Lincoln, Nebraska. BCH is a CAH operating 25 acute-care beds.
Other entities include two HUD housing projects and a 45-unit
congregate living facility. Total operating revenues for BCH were
$65.9 million in audited fiscal 2014.
OPERATING IMPROVEMENTS
BCH continues to demonstrate an ability to recruit and retain
medical staff, now housing 35 active staff up from 20 in 2010. This
has supported sustained growth in clinical utilization and revenue;
net patient revenue grew nearly 19% in fiscal 2014 over prior year,
versus a 17.4% growth in total expenses. Solid operating
performance has supported balance sheet growth, which should be
preserved via a very conservative investment mix and capital
structure. The $7.2 million cash-flow funded expansion project
will require steady operating performance to protect liquidity.
BCH is budgeting for steady EBITDA near 16% against 17.4% actual
results through Feb. 28, 2015, and generated $12.5 million EBITDA
(18.9% margin) in fiscal 2014.
DEBT PROFILE
BCH remains highly leveraged, which is expected to continue to
moderate over time. Total debt was $40.8 million at fiscal 2014,
which was 100% fixed rate with no swaps. In March 2015, BCH
refunded its outstanding series 2010A debt with a matched-maturity
direct placement. Fitch notes that the direct placement remains
parity debt, with identical security and covenant thresholds. For
fiscal 2014, BCH produced 3.39x coverage (1.25x required) and had
135.29 DCOH (70 DCOH required) as calculated per the indenture.
BMT PETROLEUM: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: BMT Petroleum, Inc.
10371 Corkscrew Commons Dr.
Estero, FL 33928
Case No.: 15-03568
Chapter 11 Petition Date: April 7, 2015
Court: United States Bankruptcy Court
Middle District of Florida (Ft. Myers)
Debtor's Counsel: Suzy Tate, Esq.
SUZY TATE, P.A.
14502 North Dale Mabry Highway, Suite 200
Tampa, FL 33618
Tel: (813) 264-1685
Fax: (813) 264-1690
Email: suzy@suzytate.com
Total Assets: $1.1 million
Total Liabilities: $4.7 million
The petition was signed by Mizan Patwary, president.
A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb15-03568.pdf
BOBBY HAMILTON: To Return to Fairgrounds Speedway
-------------------------------------------------
Mike Organ at The Tennessean reports that Bobby Hamilton Jr. will
return to the Fairgrounds Speedway Nashville Saturday in a
different role than the one he held in 2011. According to The
Tennessean, Mr. Hamilton spent that season as the promoter at the
historic track, but he will be back behind the wheel in the ARCA
Racing Series.
As reported by the Troubled Company Reporter on Jan. 19, 2012,
Nascar.speedtv.com reported that former NASCAR Sprint Cup driver
Bobby Hamilton Jr. has filed for bankruptcy under Chapter 11 in the
U.S. Bankruptcy Court in Tennessee to reorganize his debts.
According to the report, Hamilton Jr. and his wife are listed as
debtors, as is his company, Hamilton Entertainment. Hamilton Jr.
listed assets of $551,825 and liabilities of $1,293,543.
CHILDREN OF AMERICA: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Children of America, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 15-13997) on March 4, 2015,
listing total liabilities of $7.64 million and no assets. The
petition was signed by Joe Letzelter, executive vice president.
The Company filed for bankruptcy to absolve it from its guarantees
under the six related leases, Brian Bandell at South Florida
Business Journal reports, citing Charles M. Tatelbaum, Esq., at
Tripp Scott, P.A., the Company's bankruptcy counsel. The report
quoted Mr. Tatelbaum as saying, "The bankruptcy code limits what
landlords can claim for terminating leases."
Mr. Tatelbaum, Business Journal states, expects that the Company's
subsidiary, which owns preschools, will upstream cash to the
Company to partially pay the terminated leases over time.
According to Business Journal, Mr. Tatelbaum said the Company
closed six preschools in 2014 because of under performing
enrollment.
Judge Erik P. Kimball presides over the case.
Headquartered in Delray Beach, Florida, Children of America, Inc.,
owns 62 preschools throughout the nation. The Company is headed by
President Jim Perretty and Chairman Anthony Pryor. It was founded
in 1997 and has more than 1,500 employees.
CHROMCRAFT REVINGTON: Asks for Court's Nod to Borrow $500,000
-------------------------------------------------------------
Reuters reports that Chromcraft Revington, Inc., will ask for
authorization from the Hon. Kevin Gross of the U.S. Bankruptcy
Court for the District of Delaware to borrow $500,000 to finance
its Chapter 11 bankruptcy. According to Reuters, the committee of
unsecured creditors has objected, saying the loan sets in motion a
foreclosure on the Company's assets.
About Chromcraft Revington
Chromcraft Revington, Inc., a Delaware corporation incorporated in
1992, is engaged in the design, import, manufacture and marketing
of residential and commercial furniture. The Company is
headquartered in West Lafayette, Indiana with furniture
manufacturing, warehousing and distribution operations in
Senatobia, Mississippi and Compton, California; and through the
second quarter of 2013, warehouse and distribution operations in
Delphi, Indiana.
As reported in the Troubled Company Reporter on March 9, 2015, Katy
Stech, writing for Daily Bankruptcy Review, reported that furniture
seller Chromcraft Revington Inc., which halted operations last
year, filed for bankruptcy on March 5 to shut down operations under
the court's watch.
COCRYSTAL PHARMA: Interim CEO's Appointment Takes Effect
--------------------------------------------------------
Cocrystal Pharma, Inc. previously disclosed on March 11, 2015, the
appointment of Jeffrey Meckler as interim chief executive officer
effective with the filing of the Company's Form 10-K with the
Securities and Exchange Commission.
The Company filed the Form 10-K on March 31, 2015, and Mr.
Meckler's appointment became effective immediately. Mr. Meckler
replaced former Chief Executive Officer Dr. Gary Wilcox, who
resigned due to medical reasons. Dr. Wilcox continues to serve the
Company as a director, senior advisor, and vice chairman of the
Board of Directors.
In addition to serving as interim chief executive officer, Mr.
Meckler continues to serve as a director of the Company.
About Cocrystal Pharma
Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals,
Inc., is a pharmaceutical company with a mission to discover novel
antiviral therapeutics as treatments for serious and/or chronic
viral diseases. Cocrystal Pharma employs unique technologies and
Nobel Prize winning expertise to create first- and best-in-class
antiviral drugs. These technologies and the Company's market-
focused approach to drug discovery are designed to efficiently
deliver small molecule therapeutics that are safe, effective and
convenient to administer.
The Company's primary business going forward is to develop novel
medicines for use in the treatment of human viral diseases.
Cocrystal has been developing novel technologies and approaches to
create first-in-class and best-in-class antiviral drug candidates
since its initial funding in 2008. Subsequent funding was
provided to Cocrystal Discovery, Inc., by Teva Pharmaceuticals
Industries, Ltd., or Teva, in 2011. The Company's focus is to
pursue the development and commercialization of broad-spectrum
antiviral drug candidates that will transform the treatment and
prophylaxis of viral diseases in humans. By concentrating the
Company's research and development efforts on viral replication
inhibitors, the Company plans to leverage its infrastructure and
expertise in these areas.
Biozone incurred a net loss of $19.6 million in 2013, a net loss
of $7.96 million in 2012, and a net loss of $5.45 million in 2011.
As of Sept. 30, 2014, the Company had $11.6 million in total
assets, $7.65 million in total liabilities and $3.97 million in
total stockholders' equity.
COMARK: Ontario Court Okays ISIP, Names Monitor & Fin'l Advisor
---------------------------------------------------------------
The Ontario Superior Court of Justice (i) approved a sale and
investor solicitation process (ISIP), (ii) appointed Alvarez &
Marsal Canada Inc as monitor of Comark, and (iii) authorized the
engagement of Houlihan Lokey Capital Inc. as the financial Advisor
of the Company.
Comark will solicit proposals from prospective strategic and
financial parties to acquire the business of, or to invest in the
Company under the solicitation process.
Interested parties can obtain more information at:
Houlihan Lokey Inc.
Attention: Surbhi Gupta
Tel: 212-497-4174
Email: sgupta@hl.com
or
Alvarez & Marsal Canada Inc.
Attention: Jamie Belcher
Tel: 416-847-5164
Email: jbelcher@alvarezandmarsal.com
Comark is a specialty apparels retailers in Canada. The Company
operates more than 300 stores under three divisions: Ricki's,
Bootlegger, and cleo.
DIOCESE OF HELENA: List of Abusers to Be Released by End of April
-----------------------------------------------------------------
Diocese spokesperson Dan Bartleson, according to Alexander Deedy at
The Montana Standard, said that a list of priests known to have
abused victims is tentatively scheduled to be released by the end
of April.
Jim Carney, Chief Financial Officer of the Roman Catholic Diocese
of Helena, said that an approved plan to exit bankruptcy doesn't
mean the Diocese is on solid financial footing just yet, The
Montana Standard reports.
The Montana Standard relates that the Diocese has been weighed down
by debt said to be almost double its assets since accusations of
sexual abuse started to surface years ago. The report recalls that
the Bankruptcy Court approved the Diocese's plan in early March to
compensate more than 360 alleged sexual abuse victims. The report
says that the Diocese paid $2.6 million; its insurance company paid
$14.4 million; and the Ursuline Sisters of the Western Province,
who were also part of the lawsuit, paid $4.45 million. The report
adds that the plan also set aside $900,000 to compensate anyone who
comes forward in the future with claims of sexual abuse that
occurred before January 2014.
The Montana Standard quoted Mr. Carney as saying, "In that sense,
we're doing well," but on the other side, the lawsuit has left the
Diocese with very few unrestricted assets.
The Diocese is trying to be transparent about its financial
standings to eliminate any mystery surrounding operations, and the
Diocese will probably run another campaign to bring in funds, and
with financial transparency, the hope is that people will see where
funds are being used and start to re-engage the Diocese as donors,
The Montana Standard states, citing Mr. Carney.
About the Diocese of Helena
The Roman Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (a/k/a Diocese of Helena) sought protection under
Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more
than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont.
Case No. 14-60074) was filed in Butte, Montana.
Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald,
Chtd., serve as counsel to the Debtor. Gough, Shanahan, Johnson &
Waterman PLLP has been tapped as special counsel to provide legal
advice relating to sexual abuse claims.
Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.
The Roman Catholic Bishop of Helena filed its schedules of assets
and liabilities, which show assets with a value of more than
$16.0 million against debt totaling $33.6 million. The filings
also showed that the diocese has $4.7 million in secured debt.
Creditors of the diocese assert $28.9 million in unsecured
non-priority claims.
The U.S. Trustee for Region 18 appointed seven creditors to serve
on the Official Committee of Unsecured Creditors. The Committee
has retained Pachulski Stang Ziehl & Jones LLP as counsel.
The Court installed Michael R. Hogan as the legal representative
for these sex abuse victims: (a) are under 18 years of age before
the Claims Bar Date; (b) neither discovered nor reasonably should
have discovered before the Claims Bar Date that his or her injury
was caused by an act of childhood abuse; or (c) have a claim that
was barred by the applicable statute of limitations as of the
Claims Bar Date but is no longer barred by the applicable statute
of limitations for any reason, including for example the passage of
legislation that revives such claims.
* * *
Under the Diocese's plan, which was negotiated between the church
and its official committee representing clergy-abuse victims, the
church will contribute $2 million to a victims' fund, while seven
insurance companies will contribute $14.4 million to the fund in
return for ending their liability under policies they issued years
ago. The report said the church's portion will come from a $3.5
million loan to be secured by the diocese's real estate. General
unsecured creditors, whose claims are estimated to total less than
$1 million, will be paid in full.
EMIGRANT BANCORP: Fitch Raises IDR to 'BB'; Outlook Stable
----------------------------------------------------------
Fitch Ratings upgraded the Issuer Default Ratings (IDR) for
Emigrant Bancorp (EMIG) to 'BB' from 'BB-'. The Rating Outlook
remains Stable.
Fitch reviewed EMIG as part of its Niche Bank Peer Review, which
also includes Astoria Financial Corporation, Inc., Dime Community
Bancshares, Inc. and New York Community Bancorp, Inc.
Niche banks are defined by their narrow business models, limited
deposit franchises and geographic concentrations. Fitch views
these limitations as ratings constraints across the peer group. The
group is composed of banks with total assets ranging from $4
billion to $49 billion that lend primarily in the New York City
metropolitan residential real estate market.
KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT
EMIG's rating upgrade and Stable Outlook reflects the company's
solid capital levels, declining NPAs and stabilizing profitability.
These attributes are balanced against EMIG's modest franchise,
elevated credit loss through the cycle and relatively higher risk
appetite compared to peers.
EMIG's capital levels are the company's primary ratings strength.
EMIG's capital levels continue to grow through retained earnings as
dividend payout ratios remain low. EMIG can afford to limit
dividend payouts given the company's private ownership. Fitch's
rating and Stable Outlook assumes the maintenance of strong capital
levels as the company looks to build its wealth management and
private banking businesses.
EMIG's continued profitability has been another bright spot for the
company. Although core return on average assets ranks below many
higher rated peers, the company has posted positive earnings since
2010 and has bolstered the company's capital position. Fitch
estimates that core return on average assets is approximately 60bps
and should run at that level in the near term. Fitch views rising
interest rates or credit deterioration as the potential risks to
EMIG's current earnings profile.
Because EMIG sold its retail branch network in 2013, the company's
deposit franchise is limited to its online savings platforms as its
primary source of deposit gathering. The deposit platforms have
been a good source of funding for the company to date. However,
online savings accounts are typically more price sensitive,
especially as rates rises, which could negatively impact earnings.
Fitch views EMIG's franchise as a primary rating constraint for the
company. With EMIG moving away from brick and mortar retail
branches, the company's primary products are commercial products.
Many of commercial products are syndications or broker originated
deals that have limited relationship value and limited
opportunities for cross selling. Presently, EMIG is placing
strategic focus on building up its fee income businesses such as
wealth management and private banking. Fitch believes this process
will take some time to add meaningful incremental earnings growth
given the deep relationships needed in private banking and wealth
management.
Despite EMIG's relatively modest franchise, EMIG operates a number
of different business lines, some of which have higher risk
profiles such as leveraged lending. Fitch views, EMIG's risk
profile as another rating constraint for the company. Although
current credit costs remain low for the company, nonperforming
assets are high and the commercial portfolio generated significant
losses through the credit cycle and could be a similar source of
credit costs in a weak economy.
RATING SENSITIVITIES - IDRS and VRs and SENIOR DEBT
Fitch expects that near term rating improvement is unlikely. Over
the long term, EMIG's ratings are sensitive to the company's
ability to build up its wealth management franchise. To the extent
that Fitch observes stable and meaningful fee income from its
wealth management business while maintaining strong capital levels
and improving NPAs, Fitch could see positive rating momentum.
However, Fitch believes wealth management growth is a longer term
proposition given the deep relationships needed in private banking
and wealth management.
Conversely, Fitch considers a decline in capital ratios to be a key
rating factor. Fitch's rating incorporates a view that EMIG's
tangible common equity ratio of 12.8% will not deviate materially
from this level. Should tangible common equity levels fall to near
peer bank levels, Fitch could take negative rating action.
KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
EMIG's trust preferred issuances are notched below EMIG's VR. The
notch differential reflects loss severity and an assessment of
increment non-performance risk.
RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES
EMIG's trust preferred issuances are sensitive to changes in EMIG's
VR. The rating sensitivities for the VR are.
KEY RATING DRIVERS - HOLDING COMPANY
EMIG's IDR and VR are equalized with those of its bank subsidiaries
reflecting its role as the bank holding company, which is mandated
in the U.S. to act as a source of strength for its bank
subsidiaries.
RATING SENSITIVITIES - HOLDING COMPANY
Should EMIG begin to exhibit signs of weakness, demonstrate trouble
accessing the capital markets, or have inadequate cash flow
coverage to meet near-term obligations, there is the potential that
Fitch could notch the holding company IDR and VR from the ratings
of its bank subsidiaries.
KEY RATING DRIVERS - LONG- AND SHORT-TERM DEPOSIT RATINGS
EMIG's uninsured deposit ratings are rated one notch higher than
the company's IDR and senior unsecured debt because U.S. uninsured
deposits benefit from depositor preference. U.S. depositor
preference gives deposit liabilities superior recovery prospects in
the event of default.
KEY RATING SENSITIVITIES - LONG- AND SHORT-TERM DEPOSIT RATINGS
The ratings of long- and short-term deposits issued by EMIG and its
subsidiaries are primarily sensitive to any change in EMIG's long-
and short-term IDRs.
KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR
EMIG's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed.
RATING SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR
EMIG's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption around capacity to procure extraordinary support
in case of need.
Fitch has upgraded these ratings with a Stable Outlook.
Emigrant Bancorp
-- Long-term IDR to 'BB' from 'BB-';
-- Viability Rating to 'bb' from 'bb-';
Emigrant Bank
-- Long-term IDR to 'BB' from 'BB-';
-- Viability Rating to 'bb' from 'bb-';
-- Long-term deposits to 'BB+' from 'BB'
Emigrant Mercantile Bank
-- Long-term IDR to 'BB' from 'BB-'
Emigrant Capital Trust I & II
-- Trust preferred stock to 'B+' from 'B'.
Fitch has affirmed these ratings with a Stable Outlook.
Emigrant Bancorp
-- Short-term IDR 'at 'B';
-- Support Rating at '5';
-- Support Rating Floor at 'NF'.
Emigrant Bank
-- Short-term IDR at 'B';
-- Support Rating at '5';
-- Support Rating Floor at 'NF';
-- Short-term deposits at 'B'.
Emigrant Mercantile Bank
-- Short-term IDR at 'B';
-- Support Rating at '5';
-- Support Rating Floor at 'NF'.
ERIE OTTERS: Files for Bankruptcy
---------------------------------
Ed Palattella, writing for Erie Times-News, reported that Erie
Otters filed for bankruptcy to stop the National Hockey League's
Edmonton Oilers from forcing a sale of the Otters to collect on a
$4.6 million debt. According to the report, the Otters remain for
sale, and the team will continue to seek buyers through its broker,
Game Plan Special Services LLC, of Florida, which is marketing the
team.
EVERYWARE GLOBAL: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
EveryWare Global, Inc. 15-10743
aka ROI Acquisition Corp.
aka EveryWare, Inc.
519 North Pierce Avenue
Lancaster, OH 43130
Anchor Hocking, LLC 15-10744
Buffalo China, Inc. 15-10745
Delco International, Ltd. 15-10746
EveryWare, LLC 15-10747
Kenwood Silver Company, Inc. 15-10748
Oneida Food Service, Inc. 15-10749
Oneida International Inc. 15-10750
Oneida Ltd. 15-10751
Oneida Silversmiths Inc. 15-10752
Sakura, Inc. 15-10753
THC Systems, Inc. 15-10754
Universal Tabletop, Inc. 15-10755
Type of Business: Global marketers of tabletop, food preparation,
and storage products for the consumer,
foodservice, and specialty markets.
Chapter 11 Petition Date: April 7, 2015
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Debtors' Laura Davis Jones, Esq.
Local Colin R. Robinson, Esq.
Bankruptcy Peter J. Keane, Esq.
Counsel: PACHULSKI STANG ZIEHL & JONES LLP
919 N. Market Street, 17th Floor
Wilmington, DE 19801
Tel: 302 652-4100
Fax: 302-652-4400
Email: ljones@pszjlaw.com
crobinson@pszjlaw.com
pkeane@pszjlaw.com
Debtors' Patrick J. Nash, Jr., Esq.
General Ross M. Kwasteniet, Esq.
Counsel: KIRKLAND & ELLIS LLP
300 North LaSalle
Chicago, Illinois 60654
Email: patrick.nash@kirkland.com
ross.kwasteniet@kirkland.com
Debtors' JEFFERIES LLC
Financial
Advisor:
Debtors' ALVAREZ & MARSAL NORTH AMERICA, LLC
CRO and
Interim VP of
Finance
Provider:
Debtors' PRIME CLERK LLC
Noticing,
Claims and
Balloting
Agent:
Total Assets: $237.7 million
Total Liabilities: $380.4 million
The petitions were signed by Erika Schoenberger, authorized
signatory.
List of Debtor's 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Lewisburg Container Company Inc. Trade Debt $2,644,909
Attn: James McKinney
CEO
275 W. Clay St.
Lewisburg, OH 45338
United States
Tel: 937-962-2681
Fax: 937-962-4504
Email: jmckinney@lewisburgcontainer.com
Tablewerks Inc. Trade Debt $1,069,874
Attn: Richard F. Erwin
President
20 Audrey Ave., #3
Oyster Bay, NY 11771
United States
Tel: 516-922-1227
Fax: 516-922-2904
Email: info@tablewerks.com
United Parcel Service Trade Debt $988,757
Attn: David P. Abney
CEO
55 Glenlake Parkway NE
Atlanta, GA 30328
United States
Tel: 800-742-5877
Fax: 509-534-8510
Email: dabney@ups.com
PT Daelim Indonesia Trade Debt $784,966
Attn: President
Cikarang Industrial Estate
JL. Jababeka Raya Blk. E/6-8
Bekasi, 17530
Indonesia
Tel: (62-21) 8934518
Fax: (62-21) 8934015
Email: import.daelim@daelim.co.id
Hong IK Vina Co. Ltd. Trade Debt $698,183
Attn: Mr. Sohn Su Young
General Director
Tan Thuan E.P.Z., St. No. 18
Tan Thuan Dong Ward, Dist. 7
Ho Chi Minh City, HK
China
Tel: (848) 37700185
Fax: (848) 37700192
Email: hongikvina@hcm.fpt.vn
U.S. Corrugated Inc. Trade Debt $689,856
Attn: Dennis Dorian Mehiel
President & CEO
3832 North 3rd Street
Suite 300
Milwaukee, WI 53212
United States
Tel: 414-264-8100
EVERYWARE GLOBAL: Files for Ch. 11 with Debt-Swap Plan
------------------------------------------------------
EveryWare Global, Inc., and its affiliates have filed voluntary
Chapter 11 petitions to implement a prepackaged financial
restructuring that cancels approximately $248 million of the
long-term debt in exchange for 96% of the common stock
post-emergence.
The terms of the restructuring support agreement include, among
other things:
* up to $40 million in debtor-in-possession (DIP) facility to
provide liquidity during the restructuring
* a reorganization plan that, after emergence from bankruptcy,
provides for the secured lenders to become the owners of 96% of
EveryWare Global's common stock payment in full in cash for all
holders of allowed general unsecured claims trade vendors will
continue to be paid in the ordinary course
* a plan for EveryWare Global to cease to be a publicly traded
company.
Importantly, the restructuring plan will create a sustainable
capital structure that will ensure that the Company is well
positioned to invest in the business and pursue future growth
opportunities.
"We are moving forward with our previously announced, lender
supported restructuring plan," said Sam Solomon, President and
Chief Executive Officer of EveryWare Global. "The liquidity
provided by our lenders during this process allows us to focus on
running the business in the ordinary course while we deleverage our
balance sheet."
Given the typical speed of a "prepackaged" plan of reorganization,
the Company expects to emerge from bankruptcy within 60 to 75 days.
The Debtors intend to seek confirmation of the Plan based on this
schedule:
Event Date
----- ----
Voting Record Dates March 31, 2015
Start of Solicitation Apri1 3, 2015
Petition Date Apri1 7, 2015
Notice Date Apri1 9, 2015
Voting Deadlines April 17, 2015
Objection Deadline May 8, 2015
Reply Deadline May 13, 2015
Confirmation Hearing May 15, 201
Prepack Plan
As of the Petition Date, the Debtors' funded debt is comprised of a
$250 million senior secured term loan facility and a $60 million
asset-based revolving ("ABL") credit facility. Outstanding
principal balances as of the Petition Date are $248.7 million and
$43.6 million for the Term Loan Facility and ABL Facility,
respectively.
Shareholders who own 5% or more of the stock of EveryWare are:
Stake
-----
Monomoy Capital Partners 59.4%
Clinton Group, Inc. 24.0%
AQR Capital Management, LLC 9.1%
NorthPointe Capital, LLC 5.4%
The Debtors commenced the Chapter 11 cases to implement a
consensual, prepackaged chapter 11 plan of reorganization. The
restructuring transactions contemplated by the Plan will
significantly deleverage the Debtors' balance sheet, reducing the
Debtors' funded debt obligations by approximately 72.4%.
The Plan provides that:
-- Holders of administrative claims, professional claims and
priority tax claims will be paid in full in cash. Recovery will be
100%.
-- The entire $248.7 million Term Loan Facility will be converted
for 96.0% of the Reorganized Debtors' new equity. Holders of these
claims are projected to have a 44% recovery.
-- Holders of allowed general unsecured claims estimated to total
$87 million will be paid in full in cash. holders of these claims
are to recover 100%.
-- Holders of EveryWare preferred stock and common stock will
receive an aggregate tip of 4.0% of the new common stock, provided
equity holders continue to support the transaction.
The Plan has very strong support from the Debtors' primary
stakeholders, namely Term Loan Lenders holding more than 65% of the
Term Loan Facility Claims and certain equity holders holding more
than 84% of EveryWare Common Stock and 100% of EveryWare Preferred
Stock. Moreover, 68.1% of holders of Class 5 Term Loan
Facility Claims -- the only class entitled to vote on the
Plan—already have voted to accept the Plan.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/Everyware_DS_Plan.pdf
A copy of the Prepack Plan is available for free at:
http://bankrupt.com/misc/Everyware_Prepack_Plan.pdf
First Day Motions
Aside from the plan documents, the Debtor on the Petition Date
filed motions to, among other things:
-- obtain DIP financing and use cash collateral;
-- pay prepetition wages and employee benefits;
-- pay sales and use taxes;
-- continue insurance coverage entered into prepetition;
-- implement procedures to limit transfers of securities;
-- maintain their bank accounts;
-- pay certain prepetition claims in the ordinary course;
-- continue their insurance programs; and
-- jointly administer their Chapter 11 cases.
A hearing is scheduled April 9, 2015, at 2:00 p.m.
A copy of the affidavit in support of the first-day motions is
available for free at:
http://bankrupt.com/misc/Everyware_1st_Day_Affidavit.pdf
About EveryWare Global
Headquartered in Lancaster, Ohio, EveryWare (Nasdaq:EVRY) is a
marketer of tabletop and food preparation products for the consumer
and foodservice markets, with operations in the United States,
Canada, Mexico and Asia. The company has more than 1,500 personnel
throughout the United States. Sales and marketing functions are
managed from executive offices in Lancaster, Ohio, with staff
located in Melville, New York, New York City, and Oneida, New York.
The primary operating subsidiaries, Oneida Ltd. and Anchor Hocking,
LLC, were founded in 1848 and 1873, respectively. In 2011,
investment funds affiliated with the Monomoy Capital Partners
completed their acquisition of these companies and, in March 2012,
integrated them under the EveryWare brand. In May 2013, a merger
was completed where EveryWare became a wholly-owned subsidiary of
ROI Acquisition Corp. ("ROI"), a special purpose acquisition
company sponsored by affiliates of the Clinton Group, Inc., and ROI
was renamed EveryWare Global Inc.
As of Sept. 30, 2014, EveryWare reported assets of $238 million and
liabilities of $380 million.
On April 7, 2015, EveryWare Global, Inc. filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code
(Bankr. D. Del.). Additionally, on April 8, 2015, twelve
affiliated debtors each filed a voluntary Chapter 11 petition. The
cases are pending before Judge Laurie Selber Silverstein and the
debtors are seeking joint administration under Case No. 15-10743.
The Debtors tapped Kirkland & Ellis LLP, as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP, as local bankruptcy
counsel; Jefferies LLC, as financial advisor; Alvarez & Marsal
North America, LLC to provide a CRO and Interim VP of Finance; and
Prime Clerk LLC as claims and noticing agent.
EXAMWORKS GROUP: Moody's Rates New Unsec. Notes B3, Outlook Pos.
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to ExamWorks Group,
Inc.'s new $500 million senior unsecured notes due 2023.
Concurrently, Moody's also affirmed the B2 Corporate Family Rating
and B2-PD Probability of Default Rating. In addition, Moody's has
upgraded the Speculative Grade Liquidity Rating to SGL-1 from SGL-2
and changed the rating outlook to positive from stable.
The positive outlook reflects Moody's expectation of improving
credit metrics and free cash flow in 2015, as a result of strong
year-over-year organic growth and positive EBITDA contributions
from recent acquisitions. The positive outlook also reflects
Moody's view that ExamWorks will maintain a conservative financial
policy, with no debt-funded share repurchases or dividends over the
near-term and that the company will de-lever quickly to under 4.0x
by fiscal 2016.
Following is a summary of Moody's rating actions:
ExamWorks Group, Inc.
Rating upgraded:
Speculative Grade Liquidity Rating to SGL-1 from SGL-2
Rating assigned:
$500 million senior unsecured notes due 2023 at B3 (LGD 4)
Ratings affirmed:
Corporate Family Rating at B2
Probability of Default Rating at B2-PD
Rating Rationale
ExamWorks' B2 Corporate Family Rating reflects its moderate
financial leverage and rapid growth strategy, along with modest
integration risk and vulnerability to regulatory reviews.
Furthermore, the company's relatively small scale as measured by
revenue and use of debt to fund acquisitions, is a rating
constraint. ExamWorks' rating is supported by a leading market
share within the independent medical examination industry, solid
EBITDA margins and no significant customer concentration.
The positive outlook reflects Moody's expectation that credit
metrics will continue to improve through earnings growth from
existing businesses, and that acquisitions will be funded in a
manner that does not raise leverage.
The rating could be upgraded if the company experiences continued
favorable growth in both revenues and EBITDA, which result in debt
to EBITDA sustained below 4.0 times.
The ratings could be downgraded if pricing tightens or significant
client losses result in declining revenues or operating profits.
Significant debt financed acquisitions that weaken credit metrics
could also result in a downgrade of the rating. If these conditions
result in sustained debt to EBITDA greater than 6.0 times, a
downgrade is possible.
The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
December 2014. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.
ExamWorks, Inc., is a leading provider of independent medical
examinations (IME), consisting of peer reviews, bill reviews and
IME-related services to the insurance and legal industries,
third-party administrators, self-insured parties and federal and
state agencies.
EXAMWORKS GROUP: S&P Affirms 'B+' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Atlanta-based medical exam provider ExamWorks
Group Inc. The rating outlook is stable.
At the same time, S&P assigned its 'BB-' issue-level rating and '2'
recovery rating to ExamWorks' proposed $300 million revolving
credit facility, which refinances an existing unrated $262.5
million revolving facility. The '2' recovery rating indicates
S&P's expectation for substantial (at the lower end of the 70% to
90% range) recovery on this debt in the event of payment default.
S&P also assigned its 'B-' issue-level rating and '6' recovery
rating to ExamWorks' proposed $500 million senior notes, which
refinance $250 million in existing unsecured debt and repays about
$150 million drawn on the existing revolver. The '6' recovery
rating indicates S&P's expectation for negligible (0% to 10%)
recovery on this debt in the event of default.
S&P's affirmation of its ratings on ExamWorks follows the company's
announcement that it will increase total debt by about $100 million
in a debt refinancing that provides the company with about $75
million in additional balance sheet cash to pursue its growth
strategies. "We view this action as largely consistent with our
expectation that the company will remain very acquisitive, and that
internally generated cash flow and some debt capacity will be used
to grow the business," said Standard & Poor's credit analyst Tulip
Lim. Pro forma for the refinancing, leverage increases to 4.3x
from 3.5x and funds from operations (FFO) to total debt remains in
the high teens, which is still consistent with S&P's assessment of
an "aggressive" financial risk profile.
This transaction does not change S&P's view of ExamWorks' business
risk profile. ExamWorks is narrowly focused on the niche business
of arranging independent medical examination (IME) services for
insurers and other parties to confirm the veracity of sick or
injured individuals. The company is also exposed to regulatory
changes in some jurisdictions and low barriers to entry, including
the ability for customers to arrange these services in-house. These
factors are only partially offset by S&P's favorable view of the
company's leading market share in most of its markets, its broad
network of doctors, and its software and data-security
infrastructure, which S&P views as competitive advantages that
continue to help the company gain market share in a relatively
mature market. Based on these factors, S&P continues to assess the
company's business risk profile as "weak".
S&P could lower the rating if the company increases pro forma
leverage above 5x, driven by a large debt-financed acquisition
acquired at a premium. Acquisition spending of $300 million or
more may lead to a downgrade. Leverage could also rise above 5x if
organic revenue declined at a high-single-digit rate and margins
dropped by nearly 300 basis points or more as a result of adverse
regulatory or competitive changes and integration challenges with
acquisitions.
S&P could consider raising the rating if it became convinced that
adjusted leverage would remain below 4x and FFO to debt above 20%
on a sustained basis. S&P believes this is unlikely over the next
year because it continues to believe acquisitions are a core
element of the company's growth strategy. S&P could also raise the
rating if it viewed the company's credit profile to be commensurate
with a 'BB-'. This could occur if discretionary cash flow began
approaching $100 million. S&P do not expect this to occur over the
next year because it would likely require the company's revenue to
approach $1 billion.
FELCOR LODGING: S&P Raises CCR to 'B', Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Irvine, Texas-based FelCor Lodging Trust Inc. to
'B' from 'B-'. The rating outlook is stable.
At the same time, S&P raised issue-level ratings on subsidiary
FelCor Lodging L.P.'s 6.75% senior secured notes due 2019 and
5.625% senior secured notes due 2023 to 'B' from 'B-', in line with
the corporate credit rating. The recovery ratings on these notes
remain '3', indicating S&P's expectation for meaningful (50% to
70%; upper half of the range) recovery for lenders in the event of
a payment default.
In addition, S&P raised its rating on FelCor's preferred stock to
'CCC' from 'CCC-', in line with the one-notch upgrade of the
company.
"The upgrade reflects FelCor's announcement that it is offering
14.5 million common shares (excluding the underwriters' option to
purchase 2.2 million additional shares), and the company's plan to
use the proceeds to repay approximately $170 million in outstanding
series C preferred stock, which we treat as a debt-like
obligation," said Standard & Poor's credit analyst Shivani Sood.
S&P believes the redemption of the preferred stock tranche will
enable FelCor to reduce S&P's measure of lease- and preferred
stock-adjusted debt to EBITDA to below the mid-7x area and improve
EBITDA coverage of interest expense and preferred dividends to the
mid-1x area in 2015 ($309 million in series A cumulative
convertible preferred stock remain outstanding in FelCor's capital
structure). These are credit measures we had previously indicated
were thresholds for upgrading FelCor one notch. In addition, S&P
expects FelCor will continue to benefit from an improving U.S.
revenue per available room (RevPAR) environment and its recent
hotel renovations. As a result, S&P has modestly raised its
forecast for FelCor's same-store RevPAR growth to the high-single
digits and same-store EBITDA growth to the mid-teens in 2015.
Higher growth also contributes to deleveraging in 2015.
The stable outlook reflects S&P's expectation for good same-store
RevPAR and EBITDA growth and that future asset sale proceeds will
be used to repay debt balances in 2015. As a result, S&P believes
FelCor can maintain operating lease- and preferred stock-adjusted
debt to EBITDA below the mid-7x area and EBITDA coverage of
interest above the mid-1x area through 2016.
S&P could lower the rating one notch if it believes FelCor will
sustain adjusted debt to EBITDA above the mid-7x area or EBITDA
interest coverage below the mid-1x area, likely as a result of
leveraging transactions or sustained significant weakness in the
lodging cycle.
A one-notch higher rating would require a sustained improvement in
adjusted debt to EBITDA below 6x, and would incorporate any future
leveraging acquisitions or other transactions, and EBITDA
volatility over the lodging cycle in FelCor's owned hotel
portfolio.
GASFRAC ENERGY: Completes Sale of Assets to STEP Energy
-------------------------------------------------------
GASFRAC Energy Services Inc. on April 7 disclosed that it has
completed the previously announced sale of fracturing and related
assets and intellectual property to STEP Energy Services Ltd.,
subject to closing adjustments and a hold back related to the
transaction. The Sale Transaction resulted from the previously
announced court-approved sale and investment solicitation process
conducted within the Companies Creditor's Arrangement Act and
Chapter 15 of the United States Bankruptcy Code proceedings, under
the supervision of Ernst & Young Inc., the court appointed monitor
and the Special Committee and the board of directors of the
Corporation.
As part of completion of the Sale Transaction, all previous
outstanding secured indebtedness owed by GASFRAC to PNC Bank Canada
Branch has now been paid in full.
In addition thereto, GASFRAC is currently conducting a CCAA
creditor claims process which is expected to be concluded on May 7,
2015.
As announced on March 27, 2015, the Corporation has also completed
the purchase of certain fracking assets and related services from a
third party oil and natural gas service industry competitor and
entered into an indicative term sheet with the same third party
which contemplates, subject to inter alia, creditor and court
approval and customary closing conditions, a proposed CCAA plan of
compromise and arrangement, pursuant to which such third party
would acquire 100% equity ownership of GASFRAC, as an operating
entity.
Additional terms of the Plan will be disclosed as the Plan
progresses and the Plan is completed. If the Plan is completed,
and all applicable creditor and court approvals are obtained, it is
anticipated that the Corporation's unsecured debentureholders may
receive additional consideration under the Plan (in addition to any
amount distributed to creditors as a result of the Sale
Transaction). However, it is anticipated that the holders of
common shares of the Corporation will not receive any distribution
as a result of the completion of the Sale Transaction or under the
Plan.
GASFRAC continues to operate its business under the supervision of
its board of directors and the Monitor.
CIBC World Markets Inc. acted as agent, investment banker and
financial advisor to GASFRAC with respect to the Sale Transaction.
Borden Ladner Gervais LLP is Canadian legal counsel to GASFRAC and
Vinson & Elkins LLP is United States counsel to GASFRAC. The
Monitor's Canadian counsel is Norton Rose Canada LLP and United
States counsel is Norton Rose Fulbright US LLP.
Also the securities of the Corporation were delisted from trading
on the Toronto Stock Exchange on March 31, 2015.
Further news releases will be provided on an ongoing basis
throughout the CCAA process as may be determined necessary.
About GASFRAC Energy
Headquartered in Calgary, Canada, GASFRAC Energy Services Inc. --
http://www.gasfrac.com/-- is an oil and gas service company, whose
business is to provide liquid petroleum gas (LPG) fracturing
services to oil and gas companies in Canada and the United States
of America. As of Dec. 31, 2011, GASFRAC had three 32 tons and
nine 100 tons sand storage vessels, 47 fracturing pumpers, 150 LPG
storage tanks and related equipment. GASFRAC's services are
marketed and operated under the name of its wholly owned subsidiary
GASFRAC Energy Services Limited Partnership.
GASFRAC commenced proceedings and obtained court protection under
the CCAA pursuant to an initial order granted by the Court of
Queen's Bench, in the Province of Alberta, on Jan. 15, 2015, "as a
result of a combination of continuing negative operating results,
limited access at the present time to capital markets for junior
issuers such as the Corporation, reduced industry activity
resulting from depressed petroleum and natural gas commodity prices
and the inability of the Corporation to obtain a suitable offer for
the purchase of the Corporation or its assets after a strategic
alternative process, which commenced on November 13, 2014, that
would satisfy all of the Corporation's existing financial
obligations, both secured and unsecured."
Ernst & Young Inc., as monitor, sought protection under Chapter 15
of the U.S. Bankruptcy Code for GASFRAC and its five affiliates
(Bankr. W.D. Tex. Case No. 15-50161) on Jan. 15, 2015. The Chapter
15 cases are assigned to Judge Craig A. Gargotta. Timothy S.
Springer, Esq., Steve A. Peirce, Esq., and Louis R. Strubeck, Esq.,
at Fulbright & Jaworski LLP, serve as counsel in the U.S. cases.
GO DADDY: S&P Raises CCR to 'B+', Off CreditWatch Positive on IPO
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Scottsdale, Ariz.-based Go Daddy
Operating Co. LLC to 'B+' from 'B' and removed the ratings from
CreditWatch, where S&P had placed them with positive implications
on March 20, 2015. The rating outlook is stable.
At the same time, S&P raised its issue-level rating on the
company's senior secured first-lien credit facility to 'BB-' from
'B'. S&P also revised its recovery rating on the secured debt to a
'2' from a '3', indicating its expectation for substantial recovery
(70%-90%; low end of the range) of principal in the event of a
payment default.
"The upgrade reflects our expectation that GoDaddy Inc. will be
using most of its IPO proceeds to repay $300 million in debt,
including prepayment premiums and accrued interest associated with
the repayment, and that its debt leverage will continue to
decline," said Standard & Poor's credit analyst Elton Cerda. S&P
expects that the company will use its internally generated cash
flow for investments and acquisitions. This in turn would support
Go Daddy Operating Co. international expansion and new product
rollout. S&P also expects the company to make tuck-in acquisitions
without additional debt leverage.
S&P's stable rating outlook reflects its view that Go Daddy will be
able to generate healthy discretionary cash flow and maintain
discretionary cash flow to debt above 10% over the next 12-24
months.
An upgrade would likely entail the company adopting a more
conservative financial policy, likely in conjunction with a
reduction in private equity ownership. Additionally, S&P could
raise the rating if Go Daddy's EBITDA margin improves from
cross-selling to existing clients and international market
expansions.
S&P could lower the rating if Go Daddy reverts to a more aggressive
financial policy, driven by debt-funded dividends or a large debt
funded acquisition. Additionally, S&P could lower the rating if
price competition or market share loses, causes discretionary cash
flow to drop below $100 million and leverage to trend higher.
HUSSEY COPPER: John Harrington Appointed as Interim CEO
-------------------------------------------------------
Patty Tascarella at Pittsburgh Business Times reports that John
Harrington, managing director of Patriarch Partners' manufacturing
and engineering platform since 2009, has been appointed interim CEO
of Hussey Copper, after Joseph Mallak, who led the Company since
December 2011, a month after Patriarch Partners acquired the
Company out of Chapter 11 bankruptcy for $107.8 million, left the
post.
About Hussey Copper
Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848. The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products. The Company has more than 500 full-time employees.
Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets. Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016). In its
amended schedules, HCL Liquidation disclosed $80,760,296 in assets
and $71,453,842 in liabilities as of the Chapter 11 filing.
Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors. Donlin Recano & Company Inc. is the claims and notice
agent. The Debtors tapped Winter Harbor, LLC in substitution for
Huron Consulting Services LLC.
An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel. The panel
selected FTI Consulting, Inc. as restructuring and financial
advisor.
Hussey filed for bankruptcy with a deal to sell the assets to
stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC. US private equity firm Patriarch Partners beat
Kataman at an auction and officially acquired Hussey on Dec. 16,
2011. The buyout firm of distressed debt mogul Lynn Tilton
acquired Hussey for $107.8 million after a nine-hour, 34-round
auction.
Kataman is represented in the case by David D. Watson, Esq., and
Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.
Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington.
Following the sale, Bankruptcy Judge Brendan L. Shannon approved
the name change of Hussey Copper Corp. et al., to HCL Liquidation
Ltd.
IBCS MINING: April 27 Hearing on Continued Use of Cash Collateral
-----------------------------------------------------------------
The Bankruptcy Court continued until April 27, 2015, at 10:00 a.m.,
to consider IBCS Mining Inc., et al.'s continued use of Banking and
Trust Company's cash collateral.
At the hearing, the Court will also consider the objections filed
by creditors Wells Fargo Bank Northwest, N.A., as indenture
trustee, Virginia Electric and Power Company, and Branch Banking
and Trust Company.
The April 2 hearing was continued from March 25 third interim
hearing.
Previously, in an amended second interim order, authorized the
Debtors' continued access to BB&T's cash collateral. The Court
ordered that the second interim order is amended as:
a) BB&T will be entitled to an adequate protection payment in
the amount of $17,733, in addition to any proposed adequate
protection contained in the second interim order;
b) BB&T waives any further challenge or objection to the
commission; and
c) The chief restructuring officer will be entitled to retain
the amount of $64,983 paid to him as the Commission, provided,
however, with respect to the alleged overage, upon the receipt of
proceeds from the sale of unencumbered collateral (primarily
equipment in which BB&T (nor any other creditor) does not have a
security interest).
d) All other terms and conditions of the second interim order
will remain in full force and effect.
The Court had entered on Feb. 5, 2015, that certain second amended
interim order (i) authorizing use of cash collateral; (ii) granting
adequate protection to BB&T.
A reported in the Troubled Company Reporter on Feb. 2, 2015, the
terms of the cash collateral use included:
Terms Summary
----- -------
Use of cash The Debtors are authorized to use cash collateral
collateral on an interim basis pending a final determination
by the Court upon the terms and conditions set
forth in the Interim Order and in accordance with
the budget from the Petition Date through and
including the earlier of:
a) the date of the final hearing on the Debtors'
use of the cash collateral; or
b) termination of the Interim Order following
issuance of a Termination Notice.
Adequate BB&T is entitled to adequate protection of its
Protection interest in the Cash Collateral. The following
adequate protection will be provided:
a) As security for and solely to the extent of
any diminution in the value of the Pre-
Petition Date Collateral from and after the
Petition Date, calculated in accordance with
section 506(a) of the Bankruptcy Code, BB&T
will have senior priority replacement liens
upon assets and property of the Debtors on
which BB&T had liens prior to the Petition
Date.
b) The replacement liens are and will be valid,
perfected, enforceable, and effective as of
the Petition Date without any further action
of the Debtors or BB&T and without the
necessity of the execution, filing, or
recording of any financing statements,
security agreements, mortgages, or other
documents, or of obtaining control agreements
over bank accounts.
c) BB&T will receive adequate protection
payments as provided in the budget.
d) Furthermore, the Debtors will continue to
operate their business, and in doing so, will
preserve the value of the Debtors' estates.
The Debtors said they require cash on hand and cash flow from their
operations to fund working capital and liquidity needs. In
addition, the Debtors require cash on hand to fund these Chapter 11
cases while seeking to reorganize their businesses. Post Petition
Date use of the cash collateral is necessary in order for the
Debtors to preserve sufficient liquidity to maintain ongoing
day-to-day operations and fund their working capital needs.
According the Debtors, if they are unable to use cash collateral,
they will be forced to cease operations. This will not only cause
harm to them, but will also cause harm to all creditors and
parties-in-interest. The Debtors noted they intend to use the
revenues from the sale of certain of the Prepetition Date
collateral to fund a plan or plans of reorganization.
The Debtors assured the Court that the adequate protection is
sufficient to protect any diminution in value of BB&T's interests
and is fair and reasonable. BB&T will be adequately protected and,
as a result, will not be prejudiced in any way by the use of cash
collateral, the Debtor added.
About IBCS Mining
IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed
Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case Nos. 14-61215
and 14-61216) on June 27, 2014. The Court on July 8, 2014,
authorized the joint administration of the cases. The cases are
assigned to Judge Kevin R. Huennekens.
IBCS Mining estimated assets and debts of at least $10 million.
IBCS Mining Inc. disclosed $6.91 million in assets and $7.28
million in liabilities.
Hirschler Fleischer, P.C., serves as the Debtors' counsel. The
U.S. Trustee for Region 4 appointed two creditors to serves in an
official committee of unsecured creditors.
IBCS MINING: Ritchie Bros. Approved as Auctioner for Equipment
--------------------------------------------------------------
The Bankruptcy Court authorized IBCS Mining, Inc., et al., to (1)
employ Ritchie Bros. Auctioneers (America) Inc. as auctioneer; and
(2) sell equipment.
The Debtors, in their motion, stated that they required assistance
of an auctioneer to market, sell, and attain the highest and best
offer for the equipment.
As part of the estates' assets, the Debtors possess these
equipment:
-- Manufacturer: Gorman-Rupp Model: 16C2F4L Description: 6"
Portable Water Machine Type: Pump
S/N: 1425103
-- Manufacturer: Caterpillar Model: XQ75 Description: 75 KW
Skid
Mounted Machine Type: Generator Sets - Industrial
S/N: PAPF01424
-- Year: 2004 Manufacturer: Magnum Model: MLT3060 Description:
Portable 4000W Machine Type: Light Tower
S/N: 46409
-- Year: 2010 Manufacturer: Terex Model: RL4000 Description:
Portable 4000W Machine Type: Light Tower
S/N: RL4103416
-- Year: 2010 Manufacturer: Terex Model: RL4000 Description:
Portable 4000W Machine Type: Light Tower
S/N: RL4103008
The Debtors further requested approval to compensate Ritchie
through payment of an auction commission based on the gross sale
price of the equipment as: (a) for any lot realizing more than two
thousand five hundred dollars ($2,500), Ritchie will receive a
12% commission; (b) for any lot realizing between $100 and $2,500,
Ritchie will receive a 25% commission; and (c) a $65 document
administration fee for each item of equipment requiring title or
registration documents.
Ritchie will also receive an expense reimbursement for all costs
incurred, including but not limited to the moving and storage of
the equipment, not to exceed $1,000.
To the best of the Debtors' knowledge, Ritchie is a "disinterested
person" as that term is defined in Section 327(a) of the
Bankruptcy Code.
About IBCS Mining
IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed
Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case Nos. 14-61215
and 14-61216) on June 27, 2014. The Court on July 8, 2014,
authorized the joint administration of the cases. The cases are
assigned to Judge Kevin R. Huennekens.
IBCS Mining estimated assets and debts of at least $10 million.
IBCS Mining Inc. disclosed $6.91 million in assets and $7.28
million in liabilities.
Hirschler Fleischer, P.C., serves as the Debtors' counsel. The
U.S. Trustee for Region 4 appointed two creditors to serves in an
official committee of unsecured creditors.
IHEARTHCOMMUNICATIONS INC: Director Mays Won't Seek Re-Election
---------------------------------------------------------------
Mark P. Mays, a current member of the Board of Directors of
iHeartMedia, Inc., the indirect parent of iHeartCommunications,
Inc., indicated his intention not to stand for re-election at
iHeartMedia's upcoming annual meeting of stockholders, according to
a Form 8-K filed with the Securities and Exchange Commission.
Mr. Mays informed iHeartMedia that his decision not to stand for
re-election is not the result of any disagreement with iHeartMedia
on any matter relating to the iHeartMedia's operations, policies or
practices. In connection with his separation from the iHeartMedia
Board of Directors, Mr. Mays also will no longer serve on the
Company's Board of Directors as of the iHeartMedia annual meeting.
About iHeartCommunications
iHeartCommunications, Inc., (formerly known as Clear Channel
Communications, Inc.) is a global media and entertainment company.
The Company specializes in radio, digital, outdoor, mobile,
social, live events, on-demand entertainment and information
services for local communities, and uses its unparalleled national
reach to target both nationally and locally on behalf of its
advertising partners. The Company is dedicated to using the
latest technology solutions to transform the company's products
and services for the benefit of its consumers, communities,
partners and advertisers, and its outdoor business reaches over 40
countries across five continents, connecting people to brands
using innovative new technology.
IHeartcommunications reported a net loss attributable to the
Company of $794 million in 2014, compared to a net loss
attributable to the Company of $606.9 million in 2013.
As of Dec. 31, 2014, the Company had $14.04 billion in total
assets, $23.70 billion in total liabilities and a $9.66 billion
total shareholders' deficit.
Bankruptcy Warning
"We and our subsidiaries may not generate cash flow from operations
in an amount sufficient to fund our liquidity needs. We anticipate
cash interest requirements of approximately $1.6 billion during
2015. At December 31, 2014, we had debt maturities totaling $3.6
million, $1,126.9 million (net of $57.1 million due to a subsidiary
of ours), and $8.2 million in 2015, 2016, and 2017, respectively.
We are currently exploring, and expect to continue to explore, a
variety of transactions to provide us with additional liquidity.
We cannot assure you that we will enter into or consummate any such
liquidity-generating transactions, or that such transactions will
provide sufficient cash to satisfy our liquidity needs, and we
cannot currently predict the impact that any such transaction, if
consummated, would have on us."
"The ability to refinance the debt will depend on the condition of
the capital markets and our financial condition at such time. Any
refinancing of the debt could be at higher interest rates and
increase debt service obligations and may require us and our
subsidiaries to comply with more onerous covenants, which could
further restrict our business operations. The terms of existing or
future debt instruments may restrict us from adopting some of these
alternatives. These alternative measures may not be successful and
may not permit us or our subsidiaries to meet scheduled debt
service obligations. If we or our subsidiaries cannot make
scheduled payments on indebtedness, we or our subsidiaries, as
applicable, will be in default under one or more of the debt
agreements and, as a result we could be forced into bankruptcy or
liquidation," the Company stated in its 2014 Annual Report.
* * *
In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned. Clear Channel's
Corporate Family Rating is unchanged at Caa2. The outlook remains
stable.
As reported by the TCR on May 21, 2013, Standard & Poor's Ratings
Services announced that its issue-level rating on San
Antonio, Texas-based Clear Channel's senior secured term loan
remains unchanged at 'CCC+' following the company's upsize of the
loan to $4 billion from $1.5 billion. The rating on parent
company CC Media Holdings remains at 'CCC+' with a negative
outlook, which reflects the risks surrounding the long-term
viability of the company's capital structure.
As reported by the TCR on Feb. 4, 2015, Fitch Ratings has affirmed
the Issuer Default Rating (IDR) of iHeartCommunications, Inc.
(iHeart) at 'CCC'.
ISLE OF CAPRI CASINOS: S&P Ups Rating on 5.875% Sr. Notes to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level ratings
and revised the recovery ratings on St. Louis-based gaming operator
Isle of Capri Casinos Inc.'s senior unsecured and subordinated
notes.
S&P raised its issue-level rating on the company's 5.875% senior
notes due 2021 to 'BB-' from 'B+' and revised its recovery rating
to '1' from '2'. The '1' recovery rating reflects S&P's
expectation for very high (90% to 100%) recovery for lenders in a
payment default. S&P's issue-level rating on the 5.875% senior
notes incorporates the planned issuance of an additional $150
million in principal, which will bring the total notes balance to
$500 million.
S&P also raised its issue-level rating on the company's $350
million 8.875% senior subordinated notes to 'B-' from 'CCC+' and
revised S&P's recovery rating to '5' from '6'. The '5' recovery
rating reflects S&P's expectation for modest (10% to 30% upper half
of the range) recovery for lenders in a payment default.
Isle of Capri plans to use proceeds from the planned additional
senior unsecured notes, combined with revolver borrowings and cash
on hand, to refinance its $300 million 7.75% senior notes due 2019.
The improved recovery prospects for Isle's senior unsecured and
subordinated notes reflect the fact that there will be $150 million
less in senior unsecured debt in the capital structure following
the proposed transaction. S&P's simulated default scenario already
assumes that the company's $300 million revolver is 85% drawn at
the time of default.
S&P's 'B' corporate credit rating and positive outlook on Isle are
unchanged. The transaction is leverage neutral, and S&P continues
to expect adjusted debt to EBITDA to remain in the mid-5x area in
fiscal 2015. S&P expects, however, the proposed transaction to
improve EBITDA coverage of interest to the high-2x area from S&P's
previous expectation of the low- to mid-2x area. Nevertheless, S&P
continues to assess Isle of Capri's financial risk profile as
"highly leveraged."
RECOVERY ANALYSIS
Key analytical factors:
S&P raised its issue-level ratings on Isle of Capri's 5.875% senior
notes and 8.875% subordinated notes, and revised the recovery
ratings, following the expected refinancing of the company's $300
million 7.75% senior notes due 2019. The company plans to repay
the 7.75% senior notes with a $150 million add-on to the company's
existing $350 million 5.875% senior notes, revolver borrowings, and
cash on hand.
S&P's simulated default scenario contemplates a default in 2018,
reflecting a significant decline in cash flow as a result of
prolonged economic weakness and increased competitive pressures
across the portfolio.
S&P assumes a reorganization following default, using an emergence
EBITDA multiple of 7x to value the company. S&P assumes that 85%
of the $300 million revolver is drawn at the time of default.
Simulated default assumptions:
-- Simulated year of default: 2018
-- EBITDA at emergence: $135 million
-- EBITDA multiple: 7x
Simplified waterfall:
-- Net enterprise value (after 7% admin. costs): $879 million
-- Secured debt: $311 million
-- Senior unsecured debt: $515 million
----Recovery expectations: 90%-100%
--Subordinated debt: $366 million
----Recovery expectations: 10%-30% (upper end of range)
Note: All debt amounts include six months of prepetition interest.
RATINGS LIST
Ratings Unchanged
Isle of Capri Casinos Inc.
Corporate Credit Rating B/Positive/--
Upgraded; Recovery Ratings Revised
To From
Isle of Capri Casinos Inc.
Senior Unsecured BB- B+
Recovery Rating 1 2
Subordinated B- CCC+
Recovery Rating 5H 6
ISLE OF CAPRI: Moody's Assigns B2 to $150MM Sr. Unsecured Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Isle of Capri's
(Isle) proposed $150 million 5.875% senior unsecured notes due
2021.
Proceeds from Isle's proposed debt offering along with cash on hand
an additional borrowings under the company's revolver will be used
to fund the purchase of Isle's 7.750% senior notes due 2019
pursuant to a tender offer, and to redeem any 2019 notes that
remain outstanding following the consummation of the tender offer.
The proposed notes are general unsecured obligations similar to
Isle's existing $350 million 5.875% notes due 2021, and will be
guaranteed by the same restricted subsidiaries that guarantee
Isle's senior secured credit facility.
The affirmation of Isle's rating considers the positive benefits
from the transaction, including a modest reduction in annual
interest and the elimination of a large debt maturity in 2019. Also
considered is the increased amount of pre-payable debt in Isle's
pro forma capital structure. Moody's expects that Isle will
generate between $55 and $65 million of cash flow after interest
and capital expenditures in each of the next two years, all or some
of which will be used to repay debt and reduce leverage. Isle's pro
forma lease-adjusted debt/EBITDA is slightly below 6.0 times, and
expected to drop in the next two years to closer to 5.0 times.
New rating assigned:
$150 million 5.875% senior notes 2021 -- B2 (LGD 3)
Ratings affirmed:
Corporate Family Rating, at B2
Probability of Default Rating, at B2-PD
Stable rating outlook
$300 million revolver due 2018, at Ba2 (LGD1)
$350 million 5.875% senior notes due 2021, at B2 (LGD3)
$350 million 8.875% senior subordinated notes due 2020, at Caa1
(LGD5)
$300 million 7.75% senior notes due 2019, at B2 (LGD3) (to be
withdrawn when transaction closes)
RATINGS RATIONALE:
In addition to the transaction benefits described above, Isle's B2
Corporate Family Rating considers Isle's geographic
diversification. No single state accounted for more than 25% of
Isle's consolidated net revenues or 30% of its' property-level
EBITDA. Additionally, no single casino property accounted for more
than 20% of Isle's consolidated net revenue or property-level
EBITDA. Also considered is the benefit of Isle's expense management
which helps mitigate some of the risk associated with a relatively
weak US regional gaming market, as well as the company's good
liquidity profile characterized by a positive free cash flow
profile, about a $100 million of cash and marketable securities,
and a more relaxed debt maturity profile as a result of the
proposed transaction.
Key credit concerns includes Isle's high leverage. Although Moody's
expects that Isle has the ability and willingness to continue to
repay debt, debt/EBITDA of over 5.0 times is still considered high
for a US regional gaming company considering the structural
challenges of the sector overall, including oversupply conditions,
the high fixed cost nature of the casino gaming business, and the
highly discretionary nature of consumer spending on casino gaming
activities
The stable rating outlook considers Moody's view that despite the
weakness in US regional, Isle has pushed out its debt maturities
and positioned itself for increased free cash flow providing the
company with the opportunity to reduce leverage further despite the
challenging operating environment. Ratings could improve if Isle
demonstrates an ability to achieve and sustain debt/EBITDA at or
below 5 times. Ratings could be lowered if the gaming demand
environment weakens and/or it appear that Isle will not be able to
maintain debt/EBITDA below 6.5 times for any reason.
Isle owns or operates 15 gaming and entertainment facilities in
Colorado, Florida, Iowa, Louisiana, Mississippi, Missouri and
Pennsylvania. Net revenue for the latest 12-month period ended Jan.
25, 2015 was $982.4 million.
The principal methodology used in these ratings was Global Gaming
Industry published in June 2014. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies in
the U.S., Canada and EMEA published in June 2009.
JACK JOHNSON: Victimized By Will Allen Ponzi Scheme
---------------------------------------------------
Brandon Schlager, writing for Sportingnews.com, reports that former
NFL cornerback Will Allen and business partner Susan Daub are
accused of operating a Ponzi scheme that victimized Jack Johnson.
According to Sportingnews.com, Mr. Allen and Ms. Daub's company,
Capital Financial Partners, made loans ranging from $10,000 to $5.6
million to players in the NBA, NFL, NHL and MLB.
The U.S. Securities and Exchange Commission said in a civil
complaint that a loan company run by Mr. Allen and Ms. Daub raised
more than $31 million from investors in 2012 but distributed only
$18 million in loans. The Defendants, according to the complaint,
are accused of using more than $7 million of investor capital "to
pay personal expenses or to fund other business ventures" that
included excursions at casinos and nightclubs.
Sportingnews.com relates that the SEC did not name those who
invested in and borrowed from Mr. Allen, but it said the biggest
borrower is an NHL player who filed bankruptcy in October.
Capital Financial loaned $3.4 million to Mr. Johnson but told
investors the loan was for $5.65 million, the report states,
citing the SEC.
As reported by the Troubled Company Reporter on Nov. 25, 2014,
Aaron Portzline at The Columbus Dispatch reported that Columbus
Blue Jackets defenseman Jack Johnson filed on Oct. 7, 2014, for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the Southern District Court of Ohio.
KAL ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: KAL Enterprises, Ltd.
9125 West Road
Houston, TX 77064
Case No.: 15-31994
Chapter 11 Petition Date: April 7, 2015
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. David R Jones
Debtor's Counsel: John Akard, Jr, Esq.
JOHN AKARD JR. P.C.
11111 McCracken, Suite A
Cypress, TX 77429
Tel: 832-237-8600
Fax: 832-202-2088
Email: johnakard@attorney-cpa.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kenneth A. Lepow, DDS Inc., general
partner.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
KANGADIS FOOD: Court Enters Final Decree Closing Chapter 11 Case
----------------------------------------------------------------
The Bankruptcy Court entered a final decree closing the Chapter 11
case of Kangadis Food Inc., doing business as The Gourmet Factory.
The Court on Dec. 11, 2014, confirmed KFI's First Amended Plan of
Reorganization.
On Jan. 23, 2015, the Effective Date of the Plan occurred.
KFI has substantially consummated the Plan by making most of the
payments to creditors and holders of administrative expense claims
as required under the Plan. The case is fully administered and
there is no reason for the case to remain open. The only remaining
obligation under the Plan is to make certain future payments.
All contested matters, motions, applications, and adversary
proceedings in the case have been resolved.
About Kangadis Food
Formed in 2003, Kangadis Food Inc. is an importer of olives and
other European delicacies, and a leading distributor of olive oil.
The Debtor sells its products under the brand names "Capatriti,"
"Porto," "Olio Villa," "Zorba," and "Kivotos". The company is
100%
owned by the Kangadis family. The company says that for the past
six years, the popularity of its olive oil product sold under the
brand name "Capatriti" has grown over time, and it is one of the
leading brands in the New York metropolitan area.
As of its bankruptcy filing, Kangadis Food employs 51 people, and
operates from a 75,000 square foot facility located in Hauppauge,
New York, that serves as a warehouse, production facility, and
shipping center.
Kangadis Food Inc. filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 8-14-72649) in the Central Islip division, in
New
York, on June 6, 2014. Themistoklis Kangadis signed the petition
as chief executive officer.
As of the Dec. 31, 2013, the Debtor, on an unaudited basis, had
total assets of $12,259,802 and total liabilities of $6,136,456,
which amount does not include any disputed claim relating to the
class action.
Judge Robert E. Grossman presides over the case. Silverman Acampora
LLP, in Jericho, New York, serves as the Debtor's counsel.
KEY ENERGY: S&P Lowers CCR to 'B', Outlook Remains Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based Key Energy Services Inc. to 'B' from 'B+'.
The rating outlook remains negative.
S&P also lowered the issue-level rating on the company's senior
unsecured notes to 'B' from 'BB-', and revised the recovery rating
to '3' from '2', indicating S&P's expectation of meaningful (50% to
70%; upper half of range) recovery in the event of a payment
default.
"The downgrade reflects a weakening in our base case forecast,
reflecting continued reductions in capital spending by oil and gas
exploration and production (E&P) companies," said Standard & Poor's
credit analyst Michael Tsai.
Key Energy had already experienced deterioration in its operating
margins in 2014 due to lower levels of customer activity and
scheduling disruptions. Additionally, costs related to the ongoing
FCPA investigations continue to burden the company's liquidity; the
company spent $41.1 million on expenses related to the
investigation in 2014 and it expects additional costs in 2015.
However, S&P expects the company to keep capital spending within
cash flows over the next couple of years as it works to refinance
its revolving credit facility and preserve liquidity through the
down-cycle. S&P's 'B' rating on Key Energy reflects S&P's
assessment of the company's "weak" business risk profile and
"highly leveraged" financial risk profile. S&P assess liquidity as
"less than adequate," reflecting its expectation that it do not
expect sources to exceed uses by at least 1.2x.
The negative outlook reflects the possibility that profitability
could continue to weaken further due to increasingly difficult
market conditions, with the potential for continuing high costs
pertaining to the ongoing FCPA investigation, exacerbating the
impact of weak market conditions. Finally, the negative outlook
reflects the need for Key Energy to address its maturing credit
facility in a timely manner.
S&P could consider a downgrade if Key Energy's operating
performance is materially weaker than S&P projects, likely due to
weakening market conditions combined with higher-than-expected
costs related to the ongoing FCPA investigation. In addition, S&P
could low ratings if Key Energy is unable to refinance its credit
facility prior to Sept. 30, 2015, at which time S&P could lower its
liquidity assessment to "weak."
S&P could revise the outlook to stable if Key Energy can stem the
recent declines in its main business segments and S&P assess
liquidity as adequate. Under such a scenario, S&P would also
expect Key Energy to be on track to restore credit measures from
current levels, including maintaining FFO to total debt comfortably
above 12% and total debt to EBITDA over 5x for a sustained period.
KIOR INC: Court Approves Disclosure Statement
---------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware approved the disclosure statement explaining
Kior Inc.'s plan of reorganization, various news sources reported.
At a hearing in Wilmington, Judge Sontchi agreed to sign off on the
disclosure statement despite opposition from the Mississippi
Development Authority, which claimed that the document was
misleading and championed a misguided plan, Law360 related. The
MDA has asserted that the Debtor is a pre-revenue developmental
research and development company with no immediate prospects of
revenue and no immediate prospect of profitability.
Prior to the disclosure statement hearing, the Debtor amended the
disclosure statement to provide that all of the Debtor's existing
equity interests will be cancelled and the Debtor will issue new
equity interests to the holders of the DIP Financing Claims and the
Debtor's prepetition First Lien Claims in exchange for the
cancellation of $29 million of the indebtedness. The MDA objected
to the adequacy of the Disclosure Statement stating that the same
insider or closely related entities, which collectively hold the
majority of the shares and voting control of the Debtor prior to
bankruptcy, will become the holders of all the new equity interests
in the reorganized Debtor.
Southern Ionics Incorporated and Robert C. Dalton also objected to
the adequacy of the Disclosure Statement but these objections were
overruled by Judge Sontchi who found that the Disclosure Statement
contained adequate information as required by the Bankruptcy Code.
The Debtor, on March 16, modified its Plan to provide that all of
the Debtor's existing equity interests will be cancelled and the
Debtor will issue new equity interests to the holders of DIP
Financing Claims and the Debtor's prepetition First Lien Claims in
exchange for the cancellation of $16 million of the indebtedness.
In addition, the DIP Lenders and entities affiliated with Vinod
Khosla have committed to provide new funding in the approximate
amount of $30 million as exit facility.
The Plan also provides for the creation of a Liquidating Trust
which will be funded with (i) cash designated for Class 7
continuing trade creditors, (ii) $100,000, and (iii) the transfer
of certain claims and causes of action that belong to the estate.
The Reorganized Debtor will be funded through an Exit Facility
consisting of a conversion of the DIP Financing Claims (under the
current DIP Financing, in the approximate amount of $15,273,500,
plus any amounts under the proposed DIP Amendment, which seeks up
to an additional approximately $14 million for a total $29
million)
and the conversion of any amount of the Debtor's prepetition First
Lien Claims.
A blacklined version of the Disclosure Statement dated April 7,
2015, is available at http://bankrupt.com/misc/KIORds0407.pdf
A full-text copy of the Amended Plan dated April 7, 2015, is
available at http://bankrupt.com/misc/KIORplan0407.pdf
SII is represented by:
Christopher M. Samis, Esq.
L. Katherine Good, Esq.
WHITEFORD, TAYLOR & PRESTON LLC
The Renaissance Centre, Suite 500
405 North King Street
Wilmington, DE 19801
Tel: (302) 353-4144
E-mail: csamis@wtplaw.com
kgood@wtplaw.com
-- and --
John S. Mairo, Esq.
Kelly D. Curtin, Esq.
PORZIO BROMBERG & NEWMAN, P.C.
100 Southgate Parkway
P.O. Box 1997
Morristown, NJ 07962
Tel: (973) 538-4006
E-mail: jsmairo@pbnlaw.com
kdcurtin@pbnlaw.com
About KiOR Inc.
KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are
development stage, renewable fuels companies based in Pasadena,
Texas and Columbus, Mississippi, respectively. KiOR, Inc., was
founded in 2007 as a joint venture between Khosla Ventures, LLC,
and BIOeCon B.V. KiOR Inc.'s primary business is the development
and commercialization of a ground-breaking proprietary technology
designed to generate a renewable crude oil from non-food cellulosic
biomass.
KiOR, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 14-12514) on Nov. 9, 2014, in Delaware. Through the
chapter 11 case, the Debtor intends to reorganize its business or
sell substantially all of its assets so that it can continue its
core research and development activities. KiOR Columbus did not
seek bankruptcy protection.
The Debtor disclosed $58.3 million in assets and $261 million in
liabilities as of June 30, 2014.
The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley,
Esq., and Eric M. English, Esq., at King & Spalding, LLP, in
Houston, Texas; and John Henry Knight, Esq., Michael Joseph
Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware. The Debtor's financial
advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the
Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is the
Debtor's claims and noticing agent.
Pasadena Investments, LLC, as administrative agent for a consortium
of lenders, committed to provide up to $15 million in postpetition
financing. The DIP Agent is represented by Thomas E. Patterson,
Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles,
California, and Michael R. Nestor, Esq., at Young Conaway Stargatt
& Taylor, LLP, in Wilmington, Delaware.
KIOR INC: Seeks June 8 Extension of Exclusive Solicitation Period
-----------------------------------------------------------------
Kior, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to further extend the period within which it has exclusive
right to solicit acceptances of its second amended plan of
reorganization until June 8, 2015.
According to the Debtor's counsel, Amanda R. Steele, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, the
Debtor's current exclusive solicitation period expires on May 8.
The Debtor, Ms. Steele says, needs a short 30-day extension of the
180-day exclusive period to obtain acceptance of the Plan and to
permit the Court's consideration of Plan confirmation.
About KiOR Inc.
KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are
development stage, renewable fuels companies based in Pasadena,
Texas and Columbus, Mississippi, respectively. KiOR, Inc., was
founded in 2007 as a joint venture between Khosla Ventures, LLC,
and BIOeCon B.V. KiOR Inc.'s primary business is the development
and commercialization of a ground-breaking proprietary technology
designed to generate a renewable crude oil from non-food cellulosic
biomass.
KiOR, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 14-12514) on Nov. 9, 2014, in Delaware. Through the
chapter 11 case, the Debtor intends to reorganize its business or
sell substantially all of its assets so that it can continue its
core research and development activities. KiOR Columbus did not
seek bankruptcy protection.
The Debtor disclosed $58.3 million in assets and $261 million in
liabilities as of June 30, 2014.
The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley,
Esq., and Eric M. English, Esq., at King & Spalding, LLP, in
Houston, Texas; and John Henry Knight, Esq., Michael Joseph
Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware. The Debtor's financial
advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the
Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is the
Debtor's claims and noticing agent.
Pasadena Investments, LLC, as administrative agent for a consortium
of lenders, committed to provide up to $15 million in postpetition
financing. The DIP Agent is represented by Thomas E. Patterson,
Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles,
California, and Michael R. Nestor, Esq., at Young Conaway Stargatt
& Taylor, LLP, in Wilmington, Delaware.
* * *
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware has approved the disclosure statement
explaining Kior Inc.'s plan of reorganization.
The Plan provides that all of the Debtor's existing equity
interests will be cancelled and the Debtor will issue new equity
interests to the holders of DIP Financing Claims and the Debtor's
prepetition First Lien Claims in exchange for the cancellation of
$29 million of the indebtedness. In addition, the DIP Lenders and
entities affiliated with Vinod Khosla have committed to provide new
funding in the approximate amount of $30 million as exit facility.
KIOR INC: WilmerHale to Handle Mississippi Disputes
---------------------------------------------------
KiOR, Inc., asks the Bankruptcy Court to authorize the expansion
Wilmer Cutler Pickering Hale and Dorr LLP's employment as its
special counsel, to include representation of the Debtor to certain
additional matters.
On March 16, 2015, KiOR filed an adversary proceeding asking the
Court to enter declaratory relief determining the dischargeability
of the MDA Debt. KiOR, Inc. v. State of Mississippi, Mississippi
Development Authority.
Peter S. Buckland, a partner at WilmerHale located at 950 Page Mill
Road, Palo Alto, California, tells the Court he may or may not
represent Khosla individuals & entities and the directors and
officers, in relation to the Mississippi Litigations. Apart from
any potential issues with respect to the Khosla Individuals &
Entities, WilmerHale does not hold or represent any interest
adverse to the Debtor or to the estate with respect to the
Mississippi Litigations.
As reported in the Troubled Company Reporter on Nov. 21, 2014, the
Debtor has tapped WilmerHale, as special counsel, to provide
litigation, transactional, investigatory and general legal advice.
The application said that WilmerHale represents the Debtor in seven
categories of non-bankruptcy matters:
(a) General Corporate Advice, for which the firm handles most
or all transactional, reporting, and governance issues for
the Debtor;
(b) a U.S. Securities and Exchange Commission investigation,
for which WilmerHale represents the Debtor in connection
with an ongoing SEC inquiry;
(c) a Class Action Litigation, in which WilmerHale currently
defends the Debtor and one of the Debtor's officers in
relation to allegations of misrepresentation of certain
fuel production projections and other matters in a
litigation filed in the U.S. District Court for the
Southern District of Texas;
(d) a Whistleblower Administrative Proceeding filed by a former
employee;
(e) an Internal Investigation, for which WilmerHale is
conducting a review of certain actions by a recently
resigned member of the Board of Directors;
(f) a Demand Letter from shareholders with respect to alleged
breaches of fiduciary duty by the Board of Directors and
certain officers; and
(g) a Derivative Suit, in which WilmerHale is defending the
Debtor, certain of the Debtor's current and former
officers, and one of the Debtor's outside directors in a
litigation filed in the U.S. District Court for the
Southern District of Texas.
The Debtor told the Court it needs to continue to need WilmerHale's
services in connection with the non-bankruptcy
matters as it would be difficult and costly to replace the firm
with substitute counsel. The Debtor added that it believes any
substitute counsel would not be as effective or valuable to the
Debtor as counsel on these non-bankruptcy matters.
WilmerHale's current hourly rates are expected to be within the
following ranges:
Partners $775 to $1,345
Counsel $750 to $845
Associates $430 to $845
Paraprofessionals $185 to $365
Peter S. Buckland will be the partner with primary responsibility
for overseeing all work for the Debtor. His rate is $790 an hour.
WilmerHale will continue to seek reimbursement for expenses and
other charges incurred in the rendition of services to the Debtor.
About KiOR Inc.
KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are
development stage, renewable fuels companies based in Pasadena,
Texas and Columbus, Mississippi, respectively. KiOR, Inc., was
founded in 2007 as a joint venture between Khosla Ventures, LLC,
and BIOeCon B.V. KiOR Inc.'s primary business is the development
and commercialization of a ground-breaking proprietary technology
designed to generate a renewable crude oil from non-food
cellulosic biomass.
KiOR, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 14-12514) on Nov. 9, 2014, in Delaware. Through the
chapter 11 case, the Debtor intends to reorganize its business or
sell substantially all of its assets so that it can continue its
core research and development activities. KiOR Columbus did not
seek bankruptcy protection.
The Debtor disclosed $58.3 million in assets and $261 million in
liabilities as of June 30, 2014.
The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley,
Esq., and Eric M. English, Esq., at King & Spalding, LLP, in
Houston, Texas; and John Henry Knight, Esq., Michael Joseph
Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware. The Debtor's financial
advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the
Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent.
Pasadena Investments, LLC, as administrative agent for a consortium
of lenders, committed to provide up to $15 million in postpetition
financing. The DIP Agent is represented by Thomas E. Patterson,
Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles,
California, and Michael R. Nestor, Esq., at Young Conaway Stargatt
& Taylor, LLP, in Wilmington, Delaware.
LABSTYLE INNOVATIONS: Kost Forer Expresses Going Concern Doubt
--------------------------------------------------------------
LabStyle Innovations Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the year
ended Dec. 31, 2014.
Kost Forer Gabbay & Kasierer expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has recurring losses from operations and has a net
accumulated deficit.
From its inception in August 2011 and through Dec. 31, 2014, the
Company has recorded significant losses. Its accumulated deficit
at Dec. 31, 2014 was $36 million. Its ability to generate revenue
and achieve profitability depends upon its ability, alone or with
others, to launch Dario(TM) in Europe, obtain the required
regulatory approvals in the U.S. and elsewhere and manufacture,
market and sell Dario(TM) where approved.
The Company reported a net loss of $12.9 million on $51,000 of
revenues for the year ended Dec. 31, 2014, compared with a net loss
of $13.9 million on $nil of revenues in the prior year.
The Company's balance sheet at Dec. 31, 2014, showed $3.08 million
in total assets, $5.62 million in total liabilities, $2.76 million
in preferred stock and total stockholders' deficit of $5.29
million.
A copy of the Form 10-K is available at:
http://is.gd/LnPFiI
Labstyle Innovations Corp. is an Israel-based developer of the
Dario diabetes management solution. It is engaged in developing
and commercializing patent-pending technology that is seeking to
bring clinical laboratory testing capabilities to consumers through
the use of smartphones. The Company's initial product is Dario,
which is a device and software system for patient self-monitoring
of blood glucose (SMBG). Dario is a patent pending system, which
combines an all-in-one SMBG device consisting of a lancet to obtain
a blood sample, a device-specific disposable test strip cartridge
and a smartphone driven glucose reader adaptor to hold the strip
and interface with the smartphone, coupled with a smartphone
application and Internet-based data services. Dario will offer
millions of diabetics, and in particular insulin dependent
diabetics, a new option to the SMBG test kits.
LDK SOLAR: Court Concludes Cayman Unit's Provisional Liquidation
----------------------------------------------------------------
LDK Solar Co., Ltd. in provisional liquidation and its Joint
Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of Zolfo
Cooper (Cayman) Limited, on April 8 disclosed that on April 7, 2015
the Grand Court of the Cayman Islands ordered that, effective on
April 21, 2015, the JPLs will be discharged from their duties and
the winding up petition presented by the Company on February 21,
2014 will be dismissed.
By this order the provisional liquidation of the Company will be
brought to a successful conclusion on April 21, 2015. Ms. Fu and
Ms. Fisher remain in office in their capacity as the supervisors of
LDK Solar's schemes of arrangement, which became effective on
December 10, 2014.
About LDK Solar
LDK Solar Co., Ltd. -- http://www.ldksolar.com/-- based in Hi-Tech
Industrial Park, Xinyu City, Jiangxi Province, People's Republic of
China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power projects
and solutions.
LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by
LDK New Energy, a British Virgin Islands company wholly owned by
Xiaofeng Peng, LDK's founder, chairman and chief executive officer,
to acquire all of the equity interests in Jiangxi LDK Solar from
Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited.
LDK Solar in February 2014 filed in the Cayman Islands for the
appointment of provisional liquidators, four days before it was due
to make a $197 million bond repayment. Its Joint Provisional
Liquidators are Tammy Fu and Eleanor Fisher, both of Zolfo Cooper
(Cayman) Limited.
In September 2014, LDK Solar, LDK Silicon and LDK Silicon Holding
Co., Limited each applied to file an originating summons to
commence their restructuring proceedings in the High Court of Hong
Kong.
On Oct. 21, 2014 three U.S. subsidiaries of LDK Solar, LDK Solar
Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc.
filed voluntary petitions to reorganize under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy Court
for the District of Delaware. The lead case is In re LDK Solar
Systems, Inc. (Bankr. D. Del., Case No. 14-12384). On Oct. 21,
2014, LDK Solar filed a petition in the same U.S. Bankruptcy Court
for recognition of the provisional liquidation proceeding in the
Grand Court of the Cayman Islands. The Chapter 15 case is In re LDK
Solar CO., Ltd. (Bankr. D. Del., Case No. 14-12387). The U.S.
Debtors' General Counsel is Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois. The U.S. Debtors' Delaware
counsel is Robert S. Brady, Esq., Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & 73 Taylor,
LLP, in Wilmington, Delaware. The U.S. Debtors' financial advisor
is Jefferies LLC. The Debtors' voting and noticing agent is Epiq
Bankruptcy Solutions, LLC.
The U.S. Debtors commenced the Chapter 11 Cases in order to
implement the prepackaged plan of reorganization, with respect to
which the U.S. Debtors launched a solicitation of votes on Sept.
17, 2014, from the holders of LDK Solar's 10% Senior Notes due
2014, as guarantors of the Senior Notes, and required such holders
of the Senior Notes to return their ballots by Oct. 15, 2014.
Holders of the Senior Notes voted overwhelmingly in favor of
accepting the Prepackaged Plan.
LEHMAN BROTHERS: Wants to Share Questionnaires for Investors
------------------------------------------------------------
Reuters reports that the U.S. Bankruptcy Court for the Southern
District of New York will consider a request by Lehman Brothers
Holdings Inc.'s estate to share questionnaires filled out by
investors who made derivatives trades with the Company before it
collapsed. According to Reuters, the Company said that the trades
should be discoverable by various parties involved in the suits,
but investors including Citadel LLC said that they contain
proprietary information and should stay between themselves and the
Company.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more than
150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). 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. Several other affiliates followed thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC
sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as
counsel to the Official Committee of Unsecured Creditors. Houlihan
Lokey Howard & Zukin Capital, Inc., is the Committee's investment
banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee
for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
As of Oct. 2, 2014, Lehman's total distributions to unsecured
creditors have amounted to $92.0 billion. As of Sept. 30, 2014,
the brokerage trustee has substantially completed customer claims
distributions, distributing more than $106 billion to 111,000
customers.
LEO MOTORS: Acquires Interests in Erum and Leo Factory
------------------------------------------------------
Leo Motors, Inc., acquired 50% of the outstanding common stock of
each of Erum Motors, Inc., Leo Motors Factory, Inc., and Leo Motors
Factory 2, Inc., pursuant to acquisition agreements entered into by
and between the Company and each of Erum, Leo Factory 1, and Leo
Factory 2.
The Company acquired from Erum, 100,000 shares of Erum's common
stock for a purchase price of 100,000,000 Korean Won. The Company
acquired from Leo Factory 1, 200,000 shares of Leo Factory 1's
common stock for a purchase price of 100,000,000 Korean Won. The
Company acquired from Leo Factory 2, 10,000 shares of Leo Factory
2's common stock for a purchase price of 100,000,000 Korean Won
Pursuant to the Acquisition Agreements, each of Erum, Leo Factory
1, and Leo Factory 2 became a wholly-owned subsidiary of the
Company.
The Company will file financial statements, if required under
Securities and Exchange Commission rules, within the time periods
prescribed by those rules.
Also on March 31, 2015, the Company entered into Cash Investment
Agreements with two non-United States investors, pursuant to which
the Company sold an aggregate of 2,702,703 shares of the Company's
common stock to the Investors for an aggregate purchase price of
300,000,000 Korean Won.
Also on March 31, 2015, the Company entered into a Securities
Purchase Agreement with a non-United States accredited investor
pursuant to which the Company issued to the SPA Investor a (i)
convertible promissory note in the principal amount of $90,424,
(ii) warrants to purchase shares of the Company's common stock up
to the amount of shares equal to (x) the Principal Amount, divided
by, (y) $0.10.
The Note has a maturity date of the date three months after the
date of issuance. The Note has an interest rate equal to 12% per
annum. The Note is convertible into shares of the Company's common
stock at a conversion price equal to $0.10 per share.
The Warrants may be exercise at any time after issuance up to the
date which is 365 days after the Note is repaid in full. At any
time during the exercise period, the SPA Investor may use the
unpaid balance of the Note in whole or in part as consideration in
exercising the Warrants on a cashless basis.
About Leo Motors
Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.
In 2011, the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of
$4.5 million. During the 2012 year the Company had a net non
operating income largely from the result of the forgiveness of
debt for $1.3 million.
Leo Motors incurred a net loss of $4.5 million on $693,000 of
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $1.24 million on $0 of revenues for the year ended Dec. 31,
2013.
As of Dec. 31, 2014, Leo Motors had $3.99 million in total assets,
$4.44 million in total liabilities, and a $452,000 total deficit.
John Scrudato CPA, in Califon, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has incurred
significant accumulated deficits, recurring operating losses and a
negative working capital. This and other factors raise substantial
doubt about the Company's ability to continue as a going concern.
LSI RETAIL: Section 341 Meeting of Creditors Scheduled for May 5
----------------------------------------------------------------
A meeting of creditors in the bankruptcy case of LSI Retail II,
LLC, will be held on May 5, 2015, at 10:00 a.m. at 341 Byron Rogers
Room C.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
LSI Retail II, LLC filed a Chapter 11 bankruptcy petition (Bank. D.
Colo. Case No. 15-13375) on April 2, 2015. Alan R. Fishman signed
the petition as president of manager Sunset Management Services.
The Debtor estimated assets and debts of $10 million to $50
million.
Jeffrey Weinman, Esq., at Weinman & Associates, P.C., serves as the
Debtor's counsel. The case has been reassigned to Judge
Michael E. Romero from Judge Sidney B. Brooks.
MAINSTREAM MINERALS: Delays Filing of Annual Financial Statements
-----------------------------------------------------------------
Mainstream Minerals Corporation on April 7 disclosed that it is
late in filing its annual financial statements and management
discussion and analysis ("MD&A") for the year ended November 30,
2014 on the prescribed deadline of March 30, 2015.
The Company has made an application with the applicable securities
regulators under National Policy 12-203 - Cease Trade Orders for
Continuous Disclosure Defaults ("NP 12-203") requesting that a
management cease trade order be imposed in respect of this late
filing rather than an issuer cease trade order, but there is no
assurance that it will be granted. The issuance of a management
cease trade order generally does not affect the ability of persons
who have not been directors, officers or insiders of the Company to
trade in their securities.
The Company has been unable to complete the required filings due to
a lack of capital to complete its audit. As a result, the Company
requires additional time to raise sufficient capital to complete
its annual financial statements, MD&A and audit.
The Company has contacted various lenders and is in discussions
with a potential purchaser in connection with a proposed asset
purchase transaction involving the Company. The Company
anticipates that it will be able to secure sufficient funding from
lenders to prepare and file the annual financial statements and
MD&A on or prior to May 31, 2015.
The Company confirms that it will satisfy the provisions of the
alternative information guidelines under NP 12-203 by issuing
bi-weekly default status reports in the form of news releases for
so long as it remains in default of the filing requirements to file
its financial statements and MD&A within the prescribed period of
time. The Company confirms that there is no other material
information relating to its affairs that has not been generally
disclosed.
Headquartered in Winnipeg, Canada, Mainstream Minerals Corporation
-- http://www.mainstreamminerals.com-- is a mineral exploration
company engaged in development and exploration activities. The
Company's project includes the Bobjo Mine Project (Project), which
is located in Earngey and Agnew Townships in the Red Lake Mining
Division of Ontario.
METABOLIX INC: PwC Expresses Going Concern Doubt
------------------------------------------------
Metabolix, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the year ended Dec.
31, 2014.
PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has suffered recurring losses from operations and has
insufficient capital resources.
The Company reported a net loss of $29.5 million on $2.8 million of
total revenue for the year ended Dec. 31, 2014, compared with a net
loss of $30.5 million on $3.78 million in the prior year.
The Company's balance sheet at Dec. 31, 2014, showed $23.1 million
in total assets, $4.34 million in total liabilities, and
stockholders' equity of $18.8 million.
A copy of the Form 10-K is available at:
http://is.gd/Zy5ERz
Headquartered in Cambridge, Massachusetts, Metabolix, Inc. is an
innovation-driven bioscience company focused on delivering
sustainable solutions to the plastics, chemicals and energy
industries. The Company has core capabilities in microbial
genetics, fermentation process engineering, chemical engineering,
polymer science, plant genetics and botanical science.
METEX MFG: Asbestos PI Trust Starts Accepting Claims
----------------------------------------------------
Jennifer Lucarelli, writing for Mesothelioma.com, reports that as
of March 9, 2015, Metex Mfg. Corporation is accepting
asbestos-related personal injury and death claims through a trust
established under Chapter 11 of the U.S. Bankruptcy Code. Initial
claim filing date is Sept. 9, 2015.
About Metex
Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.
Metex filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 12-14554) on Nov. 9, 2012. The petition was signed by
Anthony J. Miceli, president. The Debtor estimated its assets and
debts at $100 million to $500 million. Judge Burton R. Lifland
presides over the case.
Paul M. Singer, Esq., and Gregory L. Taddonio, Esq., at Reed Smith
LLP, in Pittsburgh, Pa.; and Paul E. Breene, Esq., and Michael J.
Venditto, Esq., at Reed Smith LLP, in New York, N.Y., represent
the Debtor as counsel.
In connection with the case, the U.S. Trustee appointed a
committee of five individual asbestos plaintiffs asserting claims
against Kentile. The plaintiffs are represented by five law
firms: Belluck & Fox; Weitz & Luxenberg, P.C.; Early Lucarelli
Sweeney & Strauss; Cooney & Conway; and Gori Julian & Associates,
PC. The Asbestos Claimants Committee engaged Caplin & Drysdale,
Chartered, as its bankruptcy counsel, Gilbert LLP as its special
insurance counsel, Legal Analysis Systems, Inc., as its
consultant, and Charter Oak Financial Consultants, LLC, as its
financial advisor.
On Jan. 16, 2013, the Bankruptcy Court appointed Lawrence
Fitzpatrick as the Future Claimants' Representative. Mr.
Fitzpatrick engaged Young Conaway Stargatt & Taylor, LLP as his
counsel, and Analysis Research & Planning as his econometrician.
As reported by the Troubled Company Reporter on Jan. 30, 2015,
Bankruptcy Judge Cecelia G. Morris entered a final order closing
the Chapter 11 case of Metex. Case closing is subject only to the
ability of the Asbestos PI Trust to file its annual report on the
docket after entry of the final decree closing the case as required
by the terms of the Asbestos PI Trust Agreement. The retention of
Logan & Company, Inc., as claims and noticing agent for the Debtor,
is also terminated.
MIKES XS: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Mikes XS, Inc.
29750 US Hwy 19 North, #101
Clearwater, FL 33761
Case No.: 15-03595
Chapter 11 Petition Date: April 7, 2015
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
115 N. MacDill Avenue
Tampa, FL 33609-1521
Tel: 813-877-4669
Fax: 813-877-5543
Email: Buddy@tampaesq.com
Total Assets: $1 million
Total Liabilities: $173,796
The petition was signed by Michael G. Lalonde, president.
A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb15-03595.pdf
MN CORPORATION: Files for Ch 11 to Halt TD Bank's Foreclosure Suit
------------------------------------------------------------------
MN Corporation of USA filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 15-15416) on March 25, 2015, listing
total assets of $2.99 million and total liabilities of $2.49
million. The petition was signed by Mohammad Kaiyum Miah,
president.
Brian Bandell at South Florida Business Journal reports that the
Company filed for bankruptcy to stop a foreclosure lawsuit filed by
TD Bank in 2014. The report says that the Company's liabilities
include a $2.3 million mortgage with TD Bank.
Business Journal quoted David L. Merrill, Esq., at Ozment Merrill,
the Company's bankruptcy counsel, as saying, "A lending facility is
nearly in place. We will take out the current lender in full. No
haircuts. The Company is trying to move forward and stay
profitable."
According to Business Journal, Mr. Merrill hopes to take the
Company out of bankruptcy in four months.
Judge Erik P. Kimball presides over the case.
MN Corporation of USA is headquartered in Lake Worth, Florida. It
owns a Mobil service station.
NATIVE WHOLESALE: Court Closes Case Without Prejudice to Reopening
------------------------------------------------------------------
U.S. Bankruptcy Judge Carl L. Bucki closed the Chapter 11 case of
Native Wholesale Supply Company.
The Court's order is without prejudice to the right of the States
of California, New York, and Oklahoma, and the United States to (i)
pursue discovery with respect to the other default alleged in the
joint motion regarding the Gala Expense;(ii) have the case reopened
in order to resolve any disputes arising out of the joint motion
with respect thereto; and (iii) have the joint motion re-instated
as if the closing of the case had not occurred.
The Debtor requested for an order directing the closing of its
bankruptcy case. The States opposed, saying that the motion must
be denied. The States also requested that the Debtor be directed
to cooperate with the necessary discovery to resolve the notice of
other dispute.
The Debtor, in its motion, asserted that all payments required
under the Debtor's confirmed plan had been made, that all monthly
reports and payments due to the U.S. Trustee will be current on or
about the date the Court directs the closing of the case, and that
the Debtor wished to close the case in order to obtain the
termination of its obligation to pay approximately $30,000 per
quarter to the U.S. Trustee.
About Native Wholesale Supply Company
Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States. It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor. Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.
Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011. The Chapter 11 filing was triggered
to
resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to
be owing by the Debtor to the U.S. under the Disputed Assessment.
The issues pertaining to the Disputed Assessment resulted in two
lawsuits, subsequently consolidated, now pending in the Federal
District Court.
Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.
The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.
The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
and Craig T. Lutterbein, Esq., at Hodgson Russ LLP, in Buffalo, New
York, and Karen Cordry, Esq., National Association of Attorneys
General, in Washington, D.C.
According to a Consensual Disclosure Statement for Joint Consensual
Plan of Reorganization of Native Wholesale Supply Company, and the
States dated March 6, 2014, the Debtor established a Plan Funding
Account at M&T and deposited $5.5 million on Feb. 4, 2014, and an
additional $500,000 was deposited on Feb. 14, 2014. An additional
$500,000 will be deposited in the Plan Funding Account on each
succeeding 15th day of each month (or the first business day after
the 15th) beginning in March 2014 until the Plan is confirmed.
No trustee, examiner or creditors' committee has been appointed in
the case.
NEW GLOBAL: Files Third Amendment to FY 2013 Report
---------------------------------------------------
New Global Energy Inc. filed with the U.S. Securities and Exchange
Commission a third amendment to its annual report on Form 10-K for
the year ended Dec. 31, 2013. A copy of the Form 10-K/A is
available at http://is.gd/RuA8kp
Terry L. Johnson, CPA, expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has a minimum cash balance available for payment of ongoing
operating expenses, has experienced losses from operations since
inception, and does not have a source of revenue sufficient to
cover its operating costs.
The Company reported a net loss of $11.4 million on $0 of revenue
for the year ended Dec. 31, 2013, compared to a net loss of $3.52
million on $0 of revenue in 2012.
The Company's balance sheet at Dec. 31, 2013, showed $1.39 million
in total assets, $11.9 million in total liabilities, and a
stockholders' deficit of $10.5 million.
New Global Energy, Inc., a development stage company, focuses on
alternative energy production, agriculture, and aquaculture
activities in the United States. The company intends to use non
centralized power plants, primarily concentrated solar power,
jatropha based biofuels, and aquaculture operations to produce
power to feed into the power grid serving local power needs. It
also produces food products, such as farm grown fish and shrimp.
The company was founded in 2012 and is based in Cheyenne, Wyoming.
NII HOLDINGS: Committee Atty. Kramer Levin Hikes Hourly Rates
-------------------------------------------------------------
Kenneth H. Eckstein, a partner in the law firm of Kramer Levin
Naftalis & Frankel LLP, filed a supplement to his declaration as
counsel for the Official Committee of Unsecured Creditors in the
case of NII Holdings Inc.
Mr. Eckstein told the Court that effective Jan. 1, 2015, Kramer
Levin's hourly rates will range as:
a) $775 to $1,150 for partners and counsel;
b) $775 to $850 for special counsel;
c) $450 to $820 for associates; and
d) $295 to $350 for paraprofessionals.
Kramer Levin's maintains offices, among other locations in the
United States and worldwide, at 1177 Avenue of the Americas, New
York City.
In addition to acting as primary spokesman for the Creditors
Committee, Kramer Levin is expected to advise and assist the
Committee.
In the application, the Committee disclosed that the firm's
standard hourly rates for its services were:
Professional Hourly Rates
------------ ------------
Partners $745 to $1,100
Counsel $805 to $1,075
Special Counsel $745 to $820
Associates $445 to $790
Legal Assistants $280 to $335
The firm will also seek reimbursement for expenses incurred in
connection with its representation of the Committee.
Mr. Eckstein assured the Court that his firm is a "disinterested
person" as the term is defined under Section 101(14) of the
Bankruptcy Code.
About NII Holdings
NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin America.
NII Holdings' shares of common stock, par value $0.001, are
publicly traded under the symbol NIHD on the NASDAQ Global Select
Market.
NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on
Sept. 15, 2014. The Debtors' cases are jointly administered and
are assigned to Judge Shelley C. Chapman.
The Debtors have tapped Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., of Jones Day as counsel and Prime Clerk LLC as claims
and noticing agent. NII Holdings disclosed $1.22 billion in assets
and $3.068 billion in liabilities as of the Chapter 11 filing.
The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured creditors.
The Committee is represented by Kenneth H. Eckstein, Esq., and
Adam C. Rogoff, Esq., at KRAMER LEVIN NAFTALIS & FRANKEL LLP.
Capital Group, one of the Backstop Parties, is represented by
Andrew N. Rosenberg, Esq., Elizabeth R. McColm, Esq., and Lawrence
G. Wee, Esq., at PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP.
Aurelius, one of the Backstop Parties, is represented by Daniel H.
Golden, Esq., David H. Botter, Esq., and Brad M. Kahn, Esq., at
AKIN GUMP STRAUSS HAUER & FELD LLP.
* * *
The Plan and Disclosure Statement, filed on Dec. 22, 2014, allow
the Debtors to strengthen their balance sheet by converting $4.35
billion of prepetition notes into new stock and provide the Debtors
with $500 million of new capital. The Plan also permits the
Debtors to avoid the incurrence of significant litigation costs and
delays in connection with potential litigation claims and exit
bankruptcy protection expeditiously and with sufficient liquidity
to execute their business plan.
NII HOLDINGS: Committee's Financial Advisor Increases Hourly Rates
------------------------------------------------------------------
Andrew Scruton, a senior managing director with FTI Consulting,
Inc., filed a supplemental declaration as financial advisor for the
Official Committee of Unsecured Creditors in the case of NII
Holdings Inc., et al.
Mr. Scruton told the Court that effective Jan. 1, 2015, the firm's
hourly rates are:
Senior Managing Directors $800 to
$975
Directors/Sr. Directors/Managing Directors $595 to
$795
Consultants/Senior Consultants $315 to
$575
Administrative/Paraprofessionals/Associates $125 to
$250
The rates continue to be subject to periodic adjustment. FTI
intends to file in the near future its monthly fee statement for
January 2015 that will incorporate the revised rates.
As reported in the Troubled Company Reporter on Oct. 31, 2014, FTI
Consulting is expected to assist the Creditors Committee, among
other things:
a. in the review of financial related disclosures required by
the Court, including the Schedules of Assets and
Liabilities, the Statement of Financial Affairs and Monthly
Operating Reports;
b. in the preparation of analyses required to assess any
proposed financing(s);
c. with the assessment and monitoring of the Debtors' short
term cash flow, liquidity, and operating results; and
d. with the review of the Debtors' key employee retention and
other employee benefit program, the Debtors' analysis of
core business assets, the Debtors' corporate structure, and
the Debtors' cost/benefit analysis with respect to their
executory contracts and leases, and any other tax issues.
Mr. Scruton assured the Court that the Firm does not represent an
interest adverse to the matters it is to be retained, and is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
About NII Holdings
NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin America.
NII Holdings' shares of common stock, par value $0.001, are
publicly traded under the symbol NIHD on the NASDAQ Global Select
Market.
NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on
Sept. 15, 2014. The Debtors' cases are jointly administered and
are assigned to Judge Shelley C. Chapman.
The Debtors have tapped Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., of Jones Day as counsel and Prime Clerk LLC as claims
and noticing agent. NII Holdings disclosed $1.22 billion in assets
and $3.068 billion in liabilities as of the Chapter 11 filing.
The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured creditors.
The Committee is represented by Kenneth H. Eckstein, Esq., and
Adam C. Rogoff, Esq., at KRAMER LEVIN NAFTALIS & FRANKEL LLP.
Capital Group, one of the Backstop Parties, is represented by
Andrew N. Rosenberg, Esq., Elizabeth R. McColm, Esq., and Lawrence
G. Wee, Esq., at PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP.
Aurelius, one of the Backstop Parties, is represented by Daniel H.
Golden, Esq., David H. Botter, Esq., and Brad M. Kahn, Esq., at
AKIN GUMP STRAUSS HAUER & FELD LLP.
* * *
The Plan and Disclosure Statement, filed on Dec. 22, 2014, allow
the Debtors to strengthen their balance sheet by converting $4.35
billion of prepetition notes into new stock and provide the Debtors
with $500 million of new capital. The Plan also permits the
Debtors to avoid the incurrence of significant litigation costs and
delays in connection with potential litigation claims and exit
bankruptcy protection expeditiously and with sufficient liquidity
to execute their business plan.
NII HOLDINGS: Counsel Jones Day Increases Hourly Rates
------------------------------------------------------
Carl E. Black, a partner in the law firm of Jones Day, filed a
supplemental declaration in connection with the firm's employment
as counsel for NII Holdings, Inc., et al.
Effective Jan. 1, 2015, Jones Day attorneys who are representing
the Debtors have current standard hourly rates ranging from $350 to
$1,200; and Jones Day paraprofessionals who likely will work on the
cases have current standard hourly rates ranging from $175 to
$200.
Jones Day's offices are located at 222 East 41st Street, New York
City; and North Point, 901 Lakeside Avenue, Cleveland, Ohio.
As reported in the Troubled Company Reporter on Sept. 24, 2014, the
Debtors have tapped Jones Day to, among other things:
(a) advise the Debtors of their rights, powers and duties as
debtors and debtors in possession continuing to operate and
manage their respective businesses and properties under
Chapter 11 of the Bankruptcy Code;
(b) prepare on behalf of the Debtors all necessary and
appropriate applications, motions, proposed orders, other
pleadings, notices, schedules and other documents, and
review all financial and other reports to be filed in these
Chapter 11 cases; and
(c) advise the Debtors concerning, and preparing responses to,
applications, motions, other pleadings, notices and other
papers that may be filed by other parties in these
Chapter 11 cases and appear on behalf of the Debtors in any
hearings or other proceedings relating to those matters;
In the application, the Debtors disclosed that Jones Day's hourly
rates were:
Partners $1,150-$525
Counsel $800-$425
Associates $825-$300
Paralegals $350-$175
About NII Holdings
NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America.
NII Holdings' shares of common stock, par value $0.001, are
publicly traded under the symbol NIHD on the NASDAQ Global Select
Market.
NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on
Sept. 15, 2014. The Debtors' cases are jointly administered and
are assigned to Judge Shelley C. Chapman.
The Debtors have tapped Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., of Jones Day as counsel and Prime Clerk LLC as claims
and noticing agent. NII Holdings disclosed $1.22 billion in
assets
and $3.068 billion in liabilities as of the Chapter 11 filing.
The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured
creditors.
The Committee is represented by Kenneth H. Eckstein, Esq., and
Adam C. Rogoff, Esq., at KRAMER LEVIN NAFTALIS & FRANKEL LLP.
Capital Group, one of the Backstop Parties, is represented by
Andrew N. Rosenberg, Esq., Elizabeth R. McColm, Esq., and Lawrence
G. Wee, Esq., at PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP.
Aurelius, one of the Backstop Parties, is represented by Daniel H.
Golden, Esq., David H. Botter, Esq., and Brad M. Kahn, Esq., at
AKIN GUMP STRAUSS HAUER & FELD LLP.
* * *
The Plan and Disclosure Statement, filed on Dec. 22, 2014, allow
the Debtors to strengthen their balance sheet by converting $4.35
billion of prepetition notes into new stock and provide the
Debtors
with $500 million of new capital. The Plan also permits the
Debtors to avoid the incurrence of significant litigation costs
and
delays in connection with potential litigation claims and exit
bankruptcy protection expeditiously and with sufficient liquidity
to execute their business plan.
PACWEST BANCORP: Fitch Affirms 'BB+/B' IDRs, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) for
PacWest Bancorp (PACW) at 'BB+/B'. The Rating Outlook remains
Stable. Fitch has also upgraded the short-term deposit ratings and
assigned issue-level ratings to PACW's senior unsecured and trust
preferred securities.
KEY RATING DRIVERS - IDRs, VRs and SENIOR DEBT
PACW's ratings are supported by its good market position in key
business segments, including its national commercial lending
platform to middle-market companies. PACW's financial profile is
solid and characterized by good earnings, a low volume of NPAs,
relatively low net charge-offs and adequate capital levels which
appear to be sufficient to support the business mix. This is
counterbalanced by the firm's relatively higher risk appetite given
its acquisitive history, high balance sheet growth and niche
lending focus relative to peers, which constrain PACW's ratings at
their current levels.
The Stable Outlook reflects Fitch's view that PACW will continue to
generate reasonable earnings and maintain adequate capital levels
for its rating category over the medium- to longer-term.
Fitch views PACW's acquisitive strategy as a rating constraint over
the near-term given the level of integration risks involved. Most
notably, the company acquired CapitalSource, Inc. (CSE) in April
2014, which grew its balance sheet to over $15.7 billion in assets,
or 236%. Most recently, PACW announced the acquisition of Square 1
Financial, which is expected to close later this year. Fitch views
the Square 1 acquisition favorably given the way it improves PACW's
funding profile by reducing the firm's reliance on higher-cost CDs
and diversifies the loan portfolio into complementary businesses
and contributes additional sources of fee income. Nonetheless,
Fitch considers PACW's acquisitive nature to be a rating
constraint.
Core earnings, which adjust for acquisitions and non-recurring
revenues and expenses, were solid relative to PACW's rating. The
company has posted positive earnings since 2011, supported by
strong net interest margins (NIM). Fitch assesses PACW on a core
basis to remove distortions created by acquisition accounting.
Fitch-calculated adjusted return on average assets (ROAA) was 1.70%
at fourth-quarter 2014 (4Q'14), which is consistent with historical
averages for the company and higher than peers. PACW's above
average profitability metrics are reflective of the firm's niche
lending focus and middle-market customer base.
Adjusted asset quality metrics have also remained relatively
stable, despite significant loan growth during the year resulting
from the CSE acquisition. Still, organic loan growth of 14% is
high relative to peer averages of between 8% and 10%. Nonperforming
assets (NPAs, inclusive of performing restructured loans, but
exclusive of covered loans) were 1.09% of uncovered loans and
leases at 4Q'14. PACW's NPA ratio may be somewhat understated due
to recent outsized loan growth. Nonetheless, credit costs remain
favorable relative to peers, with net charge-offs to average
non-covered loans of 0.02% at YE14. Fitch expects asset quality
metrics will remain relatively stable over the medium-term given
PACW's ability to manage its loan portfolio with relatively low
credit costs. That said, Fitch expects recent growth in SQBK's
loan portfolio and portfolio seasoning will normalize pro forma
asset quality performance over time.
Fitch views PACW's capital levels as adequate relative to its
growth and overall risk profile. At Dec. 31, 2014, the company
reported ratios of 12.2%, 13.6% and 16.1% for tangible common
equity (TCE), Tier 1 risk-based capital (RBC) and total RBC ratios,
respectively. The merger with SQBK is expected to be
capital-neutral given the stock-for-stock transaction. On a pro
forma basis as of YE14, capital is expected to be 11.5%, 12.6% and
15.7%, for TCE, Tier 1 RBC and total RBC, respectively.
RATING SENSITIVITIES - IDRs, VRs and SENIOR DEBT
Fitch believes PACW's ratings have greater upside than downside
over the medium-term, This would be predicated by continued stable
core earnings performance, loan growth moderation in line with
internal capital generation, and maintenance of strong asset
quality and adequate capital levels over time.
Conversely, PACW's ratings would be sensitive to further entity or
portfolio acquisitions, contraction of core NIM, or sustained
decline in capital levels.
KEY RATING DRIVERS - SUBORDINATED DEBT and OTHER HYBRID SECURITIES
PACW's subordinated debt and hybrid issuances are notched two below
PACW's VR. The notch differential reflects loss severity and an
assessment of increment non-performance risk.
RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES
PACW's subordinated debt and hybrid issuances are sensitive to the
changes in PACW's VR. The rating sensitivities for the VR are
listed above.
KEY RATING DRIVERS and SENSITIVITIES - HOLDING COMPANY
PACW's IDR and VR are equalized with those of its bank, reflecting
its role as the bank holding company, which is mandated in the U.S.
to act as a source of strength for its bank subsidiaries.
Should PACW's holding company begin to exhibit signs of weakness,
demonstrate trouble accessing the capital markets, or have
inadequate cash flow coverage to meet near term obligations, there
is the potential that Fitch could notch the holding company IDR and
VR from the ratings of the operating companies.
KEY RATING DRIVERS and SENSITIVITIES - Support and Support Rating
Floors
PACW has a Support Rating of '5' and a Support Rating Floor of
'NF'. In Fitch's view, PACW is not systemically important and
therefore, Fitch believes the probability of support unlikely.
PACW's IDRs and VR do not incorporate any support. PACW's Support
Rating and Support Rating Floor are sensitive to Fitch's assumption
around capacity to procure extraordinary support should such
support be needed.
Fitch affirms these ratings:
PacWest Bancorp
-- Long-term IDR at 'BB+';
-- Short-term IDR at 'B';
-- Viability Rating at 'bb+';
-- Support at '5';
-- Support floor at 'NF'.
Pacific Western Bank
-- Long-term IDR at 'BB+';
-- Long-term deposits at 'BBB-';
-- Short-term IDR at 'B';
-- Viability Rating at 'bb+';
-- Support at '5';
-- Support floor at 'NF'.
The Rating Outlook is Stable.
Fitch upgrades this rating:
Pacific Western Bank
-- Short-term deposits to 'F3' from 'B'.
Fitch assigns these ratings:
PacWest Bancorp
-- Senior unsecured revolving credit facility 'BB+'.
First Community/CA Statutory Trust V, VI
Community (CA) Capital Statutory Trust II, III
First Community Bancorp/CA Statutory Trust VII
First California Capital Trust I
FCB Statutory Trust I
CapitalSource Trust Preferred Securities.
-- Trust preferred stock 'BB-'.
PARAMOUNT RESOURCES: S&P Raises Sr. Unsecured Debt Rating to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its senior
unsecured debt issue rating on Calgary, Alta.-based Paramount
Resources Ltd. to 'BB-' from 'B+', following the update to S&P's
enterprise value estimate for recovery purposes under its simulated
default scenario. Standard & Poor's also revised its recovery
rating on the debt to '1' from '2'. The 'B' corporate credit
rating and positive outlook on Paramount are unchanged.
The issue-level upgrade reflects S&P's view that the company's
senior unsecured lenders could expect very high (90%-100%) recovery
under S&P's simulated default scenario, which corresponds to a '1'
recovery rating.
"The dramatic increase in the company's year-end 2014 proven
reserves has materially bolstered recovery prospects for its
unsecured lenders, given the significant portion of our estimated
enterprise value remaining after senior claims have been satisfied
in our default scenario," said Standard & Poor's credit analyst
Michelle Dathorne.
The ratings on Paramount reflect Standard & Poor's view of the
company's small, regionally focused oil and gas operations; S&P's
expectations of heightened volatility in profitability and cash
flow leverage metrics during the hydrocarbon price trough; and
Paramount's high debt levels (incurred during the construction of
its recently completed infrastructure projects). S&P believes the
company's improving product mix diversification and unit
profitability metrics, which currently rank in the mid-range of the
global exploration and production (E&P) peer group, somewhat offset
these weaknesses.
Paramount is an E&P company operating primarily in the Kaybob area
in west-central Alberta. With the recent completion of the
company's gas processing infrastructure projects and third-party
capacity expansions, Paramount expects the mix of its liquids and
gas production to shift to a balanced product mix, with liquids
representing about 50% of its annual daily average production in
2015.
The positive outlook reflects Standard & Poor's view that
Paramount's daily average production and cash flow generation will
strengthen materially throughout 2015 and 2016 as the company
expands its internal and contracted natural gas processing
capacity. As such, it should be able to realize increasing
economies of scale, which could strengthen the scale and scope of
Paramount's upstream operations and its operating efficiency. This,
in turn, could strengthen the company's overall business risk
profile and credit rating.
S&P could raise the rating if Paramount improves either its
business risk or its financial risk profile. An upgrade would most
likely occur if the company shows improved economies of scale, due
to access to increased natural gas processing infrastructure,
higher production levels, and reduced full-cycle costs. In S&P's
opinion, improvements in these operating parameters would
illustrate a strengthened operating efficiency and overall business
risk profile. In the absence of these business risk profile
improvements, S&P could also raise the rating if Paramount's
financial risk profile strengthened materially. Specifically, the
three-year weighted average funds from operations (FFO)-to-debt
would have to increase and stay above 45% to support a 'B+' rating
with the current business risk profile. An upgrade is also
contingent on the company consistently maintaining an adequate
liquidity profile.
S&P would revise the outlook to stable if the operating efficiency
improvements S&P has incorporated in its base-case scenario do not
occur, due to either a material delay in expected production
ramp-up or a failure to reduce costs through increasing economies
of scale. An outlook revision to stable could also occur if
Paramount's three-year, weighted-average FFO-to-debt fell and
remained below 20% throughout the 12 month outlook period, and S&P
believed its cash flow metrics would remain at these levels.
PGA HOLDINGS: IPO Filing No Impact on Moody's 'B2' CFR
------------------------------------------------------
Moody's Investors Service commented that PGA Holdings, Inc.'s (the
parent of Press Ganey Associates, Inc.) filing of a Form S-1
registration statement with the U.S. Securities and Exchange
Commission on April 6, indicating the company's intention of making
a public equity offering, is credit positive. This plan does not
currently impact PGA Holdings, Inc.'s B2 Corporate Family Rating
(CFR), B2 rating for its senior secured credit facilities, or
stable outlook.
Headquartered in South Bend, Indiana, Press Ganey is a leading
provider of performance measurement and improvement services to
U.S. healthcare providers including hospitals, medical practices
and alternate-site providers. The company's portfolio of services
addresses the growing needs of healthcare organizations to measure
and improve patient satisfaction (based on results of patient
surveys), enhance quality of care, increase operational
efficiencies, and optimize Medicare reimbursement capabilities.
Press Ganey operates primarily in three key segments, including
patient satisfaction, clinical performance, and operational and
strategic consulting services. The company is privately held by
Vestar Capital Partners. For the year ended December 31, 2014, the
company generated total revenues of approximately $282 million.
PROSPECT PARK: Seeks May 6 Plan Exclusivity Extension
-----------------------------------------------------
Prospect Park Networks, LLC, asks the U.S. Bankruptcy Court for the
District of Delaware to further extend its exclusive solicitation
period through and including May 6, 2015.
According to the Debtor's counsel, William E. Chipman, Jr., Esq.,
at Chipman Brown Cicero & Cole, LLP, in Wilmington, Delaware, since
the filing of the Fourth Exclusivity Motion, the Debtor and the
Official Committee of Unsecured Creditors have made progress toward
the selection of a financing source and finalization of a financing
arrangement. The Debtor believes that final details will be worked
out in short order, and that an amended plan and disclosure
statement can be filed within the next thirty days, Mr. Chipman
tells the Court.
About Prospect Park Networks
Prospect Park Networks, LLC, a Los Angeles, Calif.-based talent
and
management company, filed for Chapter 11 bankruptcy (Bankr. D.
Del.
Case No. 14-10520) in Wilmington, on March 10, 2014, estimating
$50
million to $100 million in assets, and $10 million to $50 million
in debts. The petition was signed by Jeffrey Kwatinetz,
president.
William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at
Cousins Chipman & Brown LLP, in Wilmington, Delaware; and John H.
Genovese, Esq., Michael Schuster, Esq., and Heather L. Harmon,
Esq., at Genovese Joblove & Battista, P.A., serve as the Debtor's
bankruptcy counsel. The Debtor also hired Cohn Reznick LLP as an
ordinary course professional.
The U.S. Trustee for Region 3 selected three creditors to serve on
the Official Committee of Unsecured Creditors. Cole, Schotz,
Meisel, Forman & Leonard, P.A., serves as the Committee's counsel.
RAAM GLOBAL: Plans to Talk with Lenders to Avoid Default
--------------------------------------------------------
RAAM Global Energy Company disclosed a document filed with the
Securities and Exchange Commission that it intends to have
discussions with its senior lender under its term loan facility and
the major holders of its senior secured notes regarding the
Company's failure to make its scheduled interest payment on
April 1, 2015.
The Company seeks to come up with a mutually acceptable resolution
prior to the expiration of the 30-day grace period during which the
Company could elect to make the interest payment and cure any
potential event of default for non-payment.
Absent payment of the interest by the end of the cure window on May
1, 2015, the Company will be in default under the indenture for the
Senior Secured Notes due Oct. 1, 2015, which will result in the
acceleration of the Company's obligation to repay all principal and
interest due under the Senior Secured Notes.
In addition, the Company said it is in the process of executing a
drilling program which, if successful, has the potential to add
significant value in terms of new reserve additions and increased
cash flow. The Pegasus well is currently being drilled as a part
of this program and is estimated to reach its total depth in May
2015, and, if successfully completed, to be online and producing as
early as July 2015.
The Company believes there is adequate liquidity to drill,
complete, and hook-up the Pegasus well, as well as fund the
April 1, 2015 interest payment, but the continuation of depressed
commodity prices requires the Company to maintain adequate cash
balances to ensure this important well is brought into production.
About RAAM Global
RAAM Global Energy Company is a privately held company engaged
primarily in the exploration and development of oil and gas
properties and in the resulting production and sale of natural
gas, condensate and crude oil. The Company's production
facilities are located in the Gulf of Mexico, offshore Louisiana
and onshore Louisiana, Texas, Oklahoma, and California.
RAAM Global reported a net loss attributable to the Company of
$85.8 million in 2014 following to a net loss attributable to the
Company of $241 million in 2013. As of Dec. 31, 2014, RAAM Global
had $392 million in total assets, $429 million in total
liabilities, and a $37.8 million total deficit.
Ernst & Young LLP, in Louisville, Kentucky, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has a working
capital deficiency primarily due to the current classification of
the outstanding senior secured notes and term loan. This factor
raises substantial doubt about its ability to continue as a going
concern.
* * *
As reported by the TCR in February 2015, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured ratings on
Lexington, Ky.-based exploration and production (E&P) company RAAM
Global Energy Co. to 'CCC-' from 'CCC+'.
"The downgrade reflects our assessment that RAAM Global Energy Co.
could be challenged to refinance its $250 million senior secured
notes due October 2015 due to weak market conditions stemming from
depressed hydrocarbon prices," said Standard & Poor's credit
analyst Michael Tsai.
The TCR reported on Aug. 19, 2014, that Moody's Investors Service
downgraded RAAM Global Energy Company's (RAAM) Corporate Family
Rating (CFR) to Caa2 from Caa1. The Caa2 CFR for RAAM primarily
reflects Moody's concerns about the company's ability to refinance
the senior secured notes that come due on Oct. 1, 2015, amid a
period of declining production profile.
RAAM GLOBAL: S&P Lowers CCR to 'D' on Missed Interest Payment
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kentucky-based RAAM Global Energy Co. to 'D' from 'CCC-'
and the issue-level rating on the company's senior secured debt to
'D' from 'CCC-'. The 'D' ratings reflect the missed interest
payment on the company's 12.5% senior secured notes. The recovery
rating on the notes remains '4', indicating average (30% to 50%;
lower half of the range) recovery in a default scenario.
"The downgrade reflects the company's election to not pay the
approximately $14.75 million April 1, 2015 interest payment on its
12.5% senior secured notes that due Oct. 1, 2015," said Standard &
Poor's credit analyst Michael Tsai. "The company entered into a
30-day grace period during which they intend to negotiate with
their lenders," said Mr. Tsai.
Failure to make the interest payment by May 1, 2015, could result
in the acceleration to repay all principal and interest due on the
senior secured notes.
RADIOSHACK CORP: Texas Wants More Details on Sale of Client Info
----------------------------------------------------------------
John Ribeiro, writing for Pcworld.com, reports that the state of
Texas has requested the Bankruptcy Court to require RadioShack
Corp. to specify in any motion for sale what information would be
included and the number of people likely to be affected in the
Company's planned sale of customer information.
Texas Attorney General Ken Paxton said in a press release that the
Company has agreed to stall an offering of its intellectual
property. According to Pcworld.com, the state of Texas has
objected to the sale, citing in-store and online privacy policies
of the consumer electronics retailer. Pcworld.com states that the
objection was joined by the states of Tennessee, Pennsylvania and
Oregon. Gretchen Bolander, writing for Fourstateshomepage.com,
relates that the Missouri attorney general is also against the
sale.
According to court documents, the Company "has indicated that PII
(personal identifiable information) remains available for sale and
will likely be sold in the future, attendant to the sale of
trademarks and/or intellectual property."
Pcworld.com relates that Mr. Paxton wants the Company to specify
whether the information is limited to contact information, like
name, address, phone number, and e-mail address, or whether it also
includes other information like credit card numbers or account
history.
Pcworld.com recalls that the state had earlier held that the number
of customers affected would be 117 million, based on a deposition
by the Company on March 20, 2015, but it has since found from
testimony in court that the number of customer files offered for
sale might be cut to around 67 million.
The Texas state, according to court documents, also asks that a
consumer privacy ombudsman file a report after the filing of any
motion seeking to sell personal information, and that the witness
for any purchaser be able to testify "regarding the purchaser's
business and what the purchaser intends to do" with the
information.
About Radioshack Corporation
Fort Worth, Texas-based RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of 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 Corporation and affiliates filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-10197) on
Feb. 5, 2015. The petitions were signed by Joseph C. Maggnacca,
chief executive officer. Judge Kevin J. Carey presides over the
case.
David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and
John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as
co-counsel. Carlin Adrianopoli at FTI Consulting, Inc., is the
Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors'
turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker. A&G Realty Partners is the Debtors' real
estate advisor. Prime Clerk is the Debtors' claims and noticing
agent.
The Debtors disclosed total assets of $1.2 billion, versus total
debt of $1.3 billion.
Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139 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.
The U.S. Trustee has appointed seven members to the Official
Committee of Unsecured Creditors.
RESTORGENEX CORP: Ends 2014 with $22 Million in Cash
----------------------------------------------------
RestorGenex Corporation reported on its cash balance as of
Dec. 31, 2014, and its financial results for the year ended
Dec. 31, 2014. The Company also completed several significant
milestones during 2014, including the following highlights:
* Completion of a private placement financing that raised
approximately $35.6 million in gross proceeds and
approximately $31.9 million in net proceeds, after paying
placement agent fees and commission and offering expenses
* Successful acquisition of RES-529, a PI3-Kinase/AKT/mTOR
pathway inhibitor, as part of the Company's acquisition of
Paloma Pharmaceuticals, Inc.
* New senior management team, led by Stephen M. Simes as chief
executive officer and including:
-- Phil Donenberg as chief financial officer, and
-- Mark Weinberg, MD, MBA as senior vice president of
clinical development
* Initiation of product development of RES-529 for wet age-
related macular degeneration
* Initiation of product development of RES-529 in oncology,
initially for glioblastoma
* Receipt of FDA Orphan Drug designation for RES-529 in
glioblastoma
* Initiation of product development of RES-440, a "soft" anti-
androgen for acne vulgaris
Following an active 2014, RestorGenex has turned its focus in 2015
to completing the CMC work and pre-clinical studies necessary to
allow for clinical trials to be initiated in 2016. Significant
work has been performed on validating the mechanism of action of
RES-529, and in late January 2015, the Company presented scientific
data on the PI3-Kinase signaling pathway and the allosteric
dissociate inhibition of TORC1/TORC2 complex by RES-529 for
Glioblastoma multiforme. RES-529 has shown pre-clinical efficacy
in a variety of tumor cell models, including glioblastoma, breast
cancer, lung cancer and prostate cancer. Pre-clinical progress in
2015 will set the path for the Company's robust clinical program
planned to be initiated in 2016.
The Company's cash and cash equivalents as of Dec. 31, 2014, were
approximately $22 million.
The Company has no debt. During 2014, the Company completed a
private placement pursuant to which it raised approximately $35.6
million in gross proceeds and approximately $31.9 million in net
proceeds, after paying placement agent fees and commission and
offering expenses.
The Company recognized $2,860,658 in research and development
expenses during 2014 compared to $342,916 in research and
development expenses recognized during 2013. The Company expects
that its research and development expenses will increase
significantly in future periods compared to 2014 and prior year
periods due to its efforts to advance the research and development
of its technologies and products. Operating expenses were
$14,613,818 during 2014, representing an increase of 14%, from
operating expenses of $12,796,534 during 2013. This increase was
primarily due to an impairment of intangible assets, a non-cash
adjustment. During 2014, the Company recorded an impairment of
intangible assets of $6,670,345 due to its strategic decision in
the fourth quarter of 2014 to focus its initial product development
efforts on RES-529, a novel PI3K/Akt/mTOR pathway inhibitor which
has completed two Phase I clinical trials for age-related macular
degeneration and is in pre-clinical development for glioblastoma
multiforme, and RES-440 in development for the treatment of acne.
About RestorGenex
RestorGenex Corporation operates as a biopharmaceutical company.
It focuses on dermatology, ocular disease, and women's health
areas. The company was formerly known as Stratus Media Group,
Inc., and changed its name to RestorGenex Corporation in March
2014. RestorGenex Corporation is based in Los Angeles,
California.
Restorgenex reported a net loss of $14.4 million in 2014,
a net loss of $2.46 million in 2013 and a net loss of $6.85 million
in 2012. As of Dec. 31, 2014, Restorgenex had $42.8 million in
total assets, $4.61 million in total liabilities and $38.2 million
in stockholders' equity.
RETROPHIN INC: Completes Acquisition of Cholbam
-----------------------------------------------
Retrophin, Inc., completed its acquisition from Asklepion
Pharmaceuticals, LLC of all worldwide rights, titles and ownership
of Cholbam, which was Asklepion's product containing cholic acid as
an active ingredient, including all related contracts, data assets,
intellectual property, regulatory assets and a Rare Pediatric
Disease Priority Review Voucher, according to a document filed with
the Securities and Exchange Commission.
On March 17, 2015, the U.S. Food and Drug Administration approved
Cholbam for the treatment of bile acid synthesis disorders due to
single enzyme defects and as adjunctive treatment of peroxisomal
disorders, including Zellweger spectrum disorders, in patients who
exhibit manifestations of liver disease, steatorrhea or
complications from decreased fat soluble vitamin absorption. The
acquisition was pursuant to the terms of an Asset Purchase
Agreement, dated Jan. 10, 2015. Upon execution of the Asset
Agreement, the Company paid Asklepion an upfront payment of $5
million.
Pursuant to the terms of the Asset Agreement, upon the completion
of the acquisition, the Company paid Asklepion a one-time cash
payment of $27 million, and issued Asklepion 661,278 shares of the
Company's common stock. The Company has also agreed to pay
Asklepion up to an additional $37 million upon the completion of
milestones related to future net revenues associated with Cholbam,
and has agreed to pay tiered royalties to Asklepion based on future
net revenues associated with Cholbam.
Upon the completion of the acquisition, (a) the rights, titles and
ownership of the Assets referable to territories outside the United
States, its territories and possessions (other than the marketing
authorization rights for Cholbam), were transferred to Retrophin
International Holdings Limited, a wholly-owned subsidiary of the
Company, and (b) the marketing authorization rights for Cholbam for
territories outside the United States, its territories and
possessions (including the associated Orphan Drug Designation for
Cholbam within the European Union), were transferred to Retrophin
Europe Limited, a wholly-owned subsidiary of RIHL.
The issuance of the Shares was deemed to be exempt from
registration under the Securities Act of 1933, as amended, in
reliance on Section 4(2) of the Securities Act and Rule 506
promulgated under Regulation D promulgated thereunder as a
transaction by an issuer not involving a public offering.
About Retrophin
Retrophin, Inc., develops, acquires and commercializes therapies
for the treatment of serious, catastrophic or rare diseases. The
Company offers Chenodal(R), a treatment for gallstones;
Vecamyl(R), a treatment for moderately severe to severe essential
hypertension and uncomplicated cases of malignant hypertension;
and Thiola, for the prevention of kidney stone formation in
patients with severe homozygous cystinuria.
Retrophin reported a net loss of $111 million in 2014 following a
net loss of $34.6 million inr 2013. As of Dec. 31, 2014, Retrophin
had $135 million in total assets, $173 million in total
liabilities, and a $37.3 million total stockholders' deficit.
BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2014. The accounting firm noted that the Company has
suffered recurring losses from operations, used significant amounts
of cash in its operations, and expects continuing future losses.
In addition, at Dec. 31, 2014 the Company had deficiencies in
working capital and net assets of $70.2 million and $37.3 million,
respectively. Finally, while the Company was in compliance with
its debt covenants at Dec. 31, 2014, it expects to not be in
compliance with these covenants in 2015. These matters raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.
RIO PUERCO DEVELOPMENT: Case Summary & 7 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Rio Puerco Development LLC
12 Isleworth Drive
Henderson, NV 89052
Case No.: 15-11906
Chapter 11 Petition Date: April 7, 2015
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Hon. August B. Landis
Debtor's Counsel: Randy M. Creighton, Esq.
CREIGHTON LAW GROUP
5165 S. Fort Apache, Suite 160
Las Vegas, NV 89148
Tel: (702) 707-3541
Email: randy@smallbusinessattorney.vegas
Total Assets: $1.29 million
Total Liabilities: $0
The petition was signed by Three M LLC, managing member.
A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb15-11906.pdf
SAMSON RESOURCE: Headed for Chapter 11, Tulsa Money Manager Says
----------------------------------------------------------------
Fred Russell, Tulsa money manager and a longtime observer of the
Company, concluded that Samson Resource Co. is headed for Chapter
11 bankruptcy reorganization in the coming months, if not earlier,
Rod Walton, writing for Tulsaworld.com, reports.
According to Tulsaworld.com, the Company has stopped all drilling
operations, conserving remaining cash. A company spokesperson said
that there is no timeline to resume them, the report states.
Tulsaworld.com relates that the Company also has an amended deal
with lenders that gives it very little financial flexibility in the
short-term. The report says that the Company's lenders agreed to
amended terms that lowered the borrowing base by $50 million,
waived the "going concern" provision and required that the Company
maintain $150 million in cash by July 1, 2015. According to the
report, the Company had only $175 million on-hand as of its last
interest payments. "We're fully drawn on our revolver (revolving
credit line) at $947 million," the report quoted the Company's
chief financial officer, Phil Cook, as saying.
Mr. Russell, Tulsaworld.com states, does not see how the Company
could maneuver through its tight credit limitations with its high
debt and without new drilling production revenue. Citing Mr.
Russell, the report says that the Company was forced to pay a 9.75%
interest rate -- a number which "suggests a tremendous risk" -- on
its senior notes to investors.
Tulsaworld.com recalls that the Company reportedly hired
restructuring specialists Kirkland & Ellis LLP and Blackstone Group
to review its options.
The Company, according to Tulsaworld.com, also tried to sell some
of its noncore assets but found no acceptable bids, except for a
$48 million deal in the Arkoma Basin of Oklahoma.
The "steep reduction" in crude oil prices has "increased the
severity of some of the issues and forced us to more extreme steps
than we initially believed was necessary," Tulsaworld.com quoted
Randy Limbacher, the Company's CEO, as saying.
About Samson Resource
Samson Resource Co. is a privately-held oil and gas company in
Tulsa, Oklahoma.
As reported by the Troubled Company Reporter on March 30, 2015, Rod
Walton at Tulsa World reported that the Company, beset by huge debt
leverage and falling crude oil prices, confirmed that it is letting
go of one-third of its Tulsa, Oklahoma workforce. According to the
report, the Company could also file for Chapter 11 bankruptcy
protection.
SCIENCE APPLICATIONS: Moody's Assigns Ba3 Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service has assigned ratings, including a Ba3
Corporate Family Rating, to Science Applications International
Corporation (SAIC). A strong brand name, good scale, and backlog
level provide support, while elevated financial leverage for the
rating is a limiting consideration.
Ratings:
Corporate Family, assigned at Ba3
Probability of Default, assigned at Ba3-PD
First lien credit facility debts, assigned at Ba2 LGD3
Speculative Grade Liquidity, assigned at SGL-2
Rating Outlook: Stable
RATINGS RATIONALE
The Ba3 CFR assigned to SAIC reflects its well established brand
within the technical services and enterprise information technology
segments of US defense services contracting, good operating scale,
and $6 billion total backlog.
Credit metrics pro forma for the all-cash $790 million pending
acquisition of Scitor Corporation -- SAIC's first acquisition as a
standalone entity following its September 2013 spin-off from Leidos
-- will not be at robust levels for the Ba3 rating, however the
company plans to put its free cash flow toward debt reduction
near-term. Debt/EBITDA will be 4.8x (Moody's adjusted basis) but
improvement to the low 4x range near-term seems achievable with
annual free cash flow likely in the $150 million range. Moreover,
scheduled term loan amortization and an excess cash flow repayment
provision under the bank facility will drive debt reduction.
Scitor's successful niche position within the intelligence
communities, its subject matter expertise that justifies many
(typically strong margin) single award contracts, and its
high-security clearance workforce will diversify SAIC's service
offerings and raise margin potential. The gradual integration that
SAIC plans seems prudent and should help preserve Scitor's skilled
workers and effective practices.
In Moody's view, competitive intensity between defense services
contractors will remain keen over the next several years and
revenue contraction will probably continue through 2016, but SAIC's
good earnings conversion rate should still permit near-term debt
repayment of $120 million, an amount that would better position
credit metrics with the rating.
The Speculative Grade Liquidity Rating of SGL-2 denotes a good
liquidity profile and stems from the good level of free cash flow
generation expected versus scheduled debt amortization of about $65
million cumulatively across the next 18 months. The company plans
to only hold $150 million (down from $230 million to $270 million
over much of FY15) of cash on hand and the revolving credit
facility commitment of $200 million is rather modest for the
revenue base, tempering considerations. Initial covenant headroom
of 15% should soon expand with debt reduction.
The rating outlook is stable. Moody's expects a much higher degree
of earnings retention near-term, in contrast to FY2015 when the
dividend and stock repurchase level was high. Further, the
probability of acquisition-driven borrowing before credit metrics
materially strengthen appears remote.
Downward rating pressure could develop from a capital deployment
approach that makes the near-term de-levering prospect less likely,
a diminished liquidity profile (such as from evidence of revolver
dependence), or a backlog/revenue decline of more than 5%. Credit
metrics that would drive a rating downgrade include debt/EBITDA
above the low 4x range by end of FY2016 or FCF/debt of less than
8%.
Upward rating momentum would depend on debt/EBITDA sustained below
3.5x, with FCF/debt of 15% or higher, rising backlog, EBITDA margin
closer to 9% (is a low 8% level, pro forma for acquisition) and a
good liquidity profile.
Science Applications International Corporation is a provider of
technical, engineering and enterprise information technology
services primarily to the U.S. government, including the Department
of Defense and federal civilian agencies. The company was spun-off
from Leidos Holdings, Inc. on September 27, 2013. Annual revenues
pro forma for the acquisition of Scitor Corporation are
approximately $4.5 billion.
The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 2014. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
SESAC HOLDCO II: Moody's Cuts CFR to B3 & Rates 2nd Lien Debt Caa2
------------------------------------------------------------------
Moody's Investors Service has assigned a Caa2 rating to SESAC
Holdco II LLC's ("SESAC" or the "company") new $90 million
second-lien term loan. In connection with this rating action,
Moody's downgraded SESAC's Corporate Family Rating (CFR) to B3 from
B2, and affirmed the existing first-lien credit facilities at B2
(which includes the first-lien term loan that was upsized by $25
million to $367 million outstanding as part of this transaction and
$15 million revolver) and Probability of Default Rating at B3-PD.
The rating outlook is stable.
Net proceeds will be used to pay an estimated $110 million dividend
to private equity sponsors, Rizvi Traverse controlled entities and
minority shareowners. Given the insertion of second-lien debt in
SESAC's capital structure, the first-lien credit facilities' rating
was maintained at B2, despite the downgrade of the CFR by one
notch, to reflect the loss absorption cushion provided by the new
junior debt in a distressed scenario under Moody's Loss Given
Default (LGD) Methodology. We also revised the expected mean family
recovery rate to 50% from 65% due to the new dual-class bank debt
in the capital structure, which is reflected in our affirmation of
the PDR at B3-PD. SESAC will seek an amendment to the first-lien
credit agreement to: (i) facilitate the dividend payment, which is
currently restricted under the existing "available basket" and 4x
leverage test; and (ii) readjust the facility's accordion feature
following its depletion subsequent to the add-on tranche. The
add-on is expected to mirror the terms, conditions and maturity of
the existing first-lien term loan.
Rating Downgraded:
Corporate Family Rating to B3 from B2
Rating Assigned:
$90 Million Senior Secured Second-Lien Term Loan due 2021 –
Caa2 (LGD-6)
Ratings Affirmed:
Probability of Default Rating -- B3-PD
$15 Million Senior Secured Revolving Credit Facility due 2018 –
B2 (LGD-3)
$367 Million (upsized by $25 Million; $350 Million as originally
issued) Senior Secured First-Lien Term Loan due 2019 -- B2
(LGD-3)
The assigned rating is subject to review of final documentation and
no material change in the size, terms and conditions of the
transaction as advised to Moody's.
RATINGS RATIONALE
SESAC's CFR revision to B3 reflects the company's high pro forma
financial leverage of 7.7x total debt to EBITDA (as of December 31,
2014, incorporating the new $115 million of incremental debt and
Moody's standard adjustments), which positions the company weakly
at the B3 level, and aggressive financial posture as a result of
the proposed dividend recapitalization. The rating also captures
the company's history of shareholder-friendly policies, including
distributions and preferred share redemptions totaling over $285
million since fiscal year 2008 (includes the $110 million dividend
contemplated with this transaction).
Moody's projects the company will de-lever to the mid-6x range by
fiscal 2017 (ending March), which is consistent with the median
leverage of 6.7x for B3 rated global industry peers. De-leveraging
will be fueled by continued growth and high retention in the
affiliate base and licensee network, which should support EBITDA
expansion, and aided by the scheduled debt amortization and
mandatory excess cash flow sweep on the first-lien term loan. The
company's small scale relative to competitors is also factored in
the B3 rating. SESAC generated LTM revenue of approximately $182
million through December 2014, representing a small percentage of
the Performing Rights Organization (PRO) market (estimated at
roughly 8% share), which is dominated by its much larger
competitors, ASCAP and BMI. The potential for litigation associated
with the current antitrust allegations against SESAC is also
factored in the B3 CFR.
Ratings are supported by Moody's expectation for positive free cash
flow generation, stable EBITDA margins and continued revenue and
EBITDA growth. We believe this will be driven by SESAC's further
share gains in an underpenetrated PRO market, growth in higher
margin segments and negotiated price increases in existing
contracts. Ratings are also supported by the stable contractual
nature and diversification of its growing licensee contracts, with
the five largest licensees accounting for just under 13% of total
revenue, largest affiliate representing less than 6% of royalties
paid, relatively high barriers to entry in the PRO space and
favorable regulatory trends. The contractual nature of the business
and high retention rates provide the company not only with a stable
and predictable revenue stream, but also consistent annual rate
increases and automatic renewals, which help drive year-over-year
growth.
Rating Outlook
SESAC's stable rating outlook reflects Moody's expectation of
continued top-line revenue and EBITDA growth in the mid-to-high
single-digit range resulting in modest de-leveraging over the
rating horizon. We project free cash flow to be in the range of
$0-5 million (excluding the contemplated one-time dividend) and
SESAC will de-lever to the mid-6x range by fiscal 2017 (ending
March).
What Could Change the Rating - Down
Ratings could experience downward pressure if financial leverage is
sustained above 8.0x (Moody's adjusted) or if EBITDA growth is
insufficient to maintain positive free cash flow generation.
Additional leveraging transactions or sizable distributions to
shareholders could also result in a downgrade. To the extent any
plaintiff is successful in the pending lawsuits against the company
resulting in significant damages above the contemplated litigation
escrows, Moody's could lower the rating.
What Could Change the Rating - Up
Given the company's high pro forma financial leverage of 7.7x (as
of December 31, 2014, incorporating the incremental debt tranches
and Moody's standard adjustments), SESAC is weakly positioned in
the B3 rating category making an upgrade unlikely over the
near-term. However, long-term Moody's would consider a rating
upgrade if the company were to demonstrate prudent financial
policies and meaningfully reduce leverage to the mid-5x range
driven by our expectation of continued revenue and EBITDA
expansion. We would also expect SESAC to demonstrate consistent
positive free cash flow generation resulting in free cash flow to
debt of at least 5%.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
Headquartered in Nashville, Tennessee, SESAC is a full-service
Performing Rights Organization (PRO) that represents over 30,000
songwriters, music publishers and other creators of music. The
company is the smallest of the three PROs in the US and generates
revenue from the public performances of their affiliates' music, by
collecting licensing income from broadcasters and other users of
music and distributing royalties to its affiliate base of
songwriters, publishers and composers. In December 2012, Rizvi
Traverse controlled entities acquired 75% of SESAC (minority equity
owners and management hold the remaining 25%) in a LBO for roughly
$591 million. Revenue for the twelve months ended December 31, 2014
totaled approximately $182 million.
SESAC HOLDCO II: S&P Affirms 'B' CCR on New Incremental Debt
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Nashville, Tenn.-based SESAC Holdco II
LLC. The rating outlook is stable.
At the same time, S&P affirmed its 'B+' issue-level rating on the
company's first-lien term loan due 2019. The '2' recovery rating
remains unchanged, indicating S&P's expectation for substantial
recovery (70%-90%; high end of the range) of principal for the
debtholders in the event of a payment default.
S&P also assigned its 'CCC+' issue-level and '6' recovery ratings
to the company's proposed second-lien term loan due 2019. The '6'
recovery rating indicates S&P's expectation for negligible recovery
(0%-10%) of principal for the debtholders in the event of a payment
default.
The rating reflects S&P's expectation that SESAC's leverage, which
will likely decline organically toward 5x over the next year due to
modest EBITDA growth and free cash flow generation, could increase
to more 6x as a result of future debt-financed dividends.
"Our stable rating outlook on SESAC reflects our expectation for
positive operating trends despite leverage remaining above 5x for
the next few years and continued uncertainty surrounding
litigation," said Standard & Poor's credit analyst. "We view both
an upgrade and a downgrade as highly unlikely over the next 12-18
months."
Although unlikely, S&P could lower the rating if the regulatory
environment changes for the worse or if the company aggressively
expands, resulting in negative discretionary cash flow or interest
coverage approaching the mid-1x area.
Although unlikely given SESAC's desire to return cash to
shareholders, S&P could raise the rating if the company commits to
a less aggressive financial policy, specifically to maintaining
adjusted leverage below 5x.
SEVENTY SEVEN ENERGY: S&P Lowers CCR to 'B'; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Oklahoma City-based Seventy Seven Energy Inc. to 'B' from
'B+'. The outlook is negative.
At the same time, S&P lowered its issue-level ratings on the
company's secured notes to 'BB-' from 'BB', unsecured notes to 'B'
from 'B+', and structurally subordinated unsecured notes to 'CCC+'
from 'B-'. The recovery rating on the senior secured notes remains
'1', indicating very high (90% to 100%) recovery and the recovery
rating on the subordinated notes remains '6', indicating negligible
(0% to 10%) recovery in the case of a payment default. The recovery
rating on the unsecured notes remains '3', indicating meaningful
(50% to 70%; at the lower half of the range) recovery in the case
of a payment default.
"The rating outlook on Seventy Seven is negative, reflecting the
potential for a downgrade if FFO to debt weakens further from
currently expected levels or if liquidity deteriorates," said
Standard & Poor's credit analyst Carin Dehne-Kiley. "This would
most likely occur if demand for oilfield services does not recover
in 2016, as we currently anticipate," said Ms. Dehne-Kiley.
S&P could revise the outlook to stable if it expected FFO to debt
to approach 12% for a sustained period, which would most likely
occur if the company were able to improve EBITDA margins or if
demand for oilfield services rebounds more quickly than S&P
currently forecasts.
Activity in the U.S. oil and natural gas exploration and production
industry continues to slow in light of low crude oil and natural
gas prices, with many E&P companies significantly reducing 2015
capital spending plans. S&P's rating on Seventy Seven reflects
S&P's assessment of the company's "weak" business risk profile,
"highly leveraged" financial risk profile, and "adequate"
liquidity.
SINCLAIR BROADCAST: S&P Keeps BB+ Rating Over $350M Debt Add-on
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB+' issue-level
rating and '1' recovery rating on Hunt Valley, Md.-based TV
broadcaster Sinclair Broadcast Group Inc.'s (Sinclair's) tranche
B-1 senior secured term loan due 2021 are not affected by the
company's proposed $350 million add-on. The '1' recovery rating
indicates S&P's expectation for very high recovery (90%-100%) of
principal in the event of a default. Sinclair's wholly owned
television operating subsidiary, Sinclair Television Group Inc., is
the borrower of this debt.
With this additional debt issuance, S&P expects that Sinclair's pro
forma adjusted leverage will remain roughly unchanged and that the
company's debt to average-eight-quarter EBITDA will remain below
5.5x on a sustained basis. As-reported leverage is not applicable,
given the number of recent acquisitions. S&P estimates that
leverage on an average-eight-quarter EBITDA basis was roughly 5x
(based on our definition) as of Dec. 31, 2014, pro forma for all
acquisitions. The company intends to use net proceeds to repay
revolver borrowings and for general corporate purposes.
S&P views Sinclair's business risk profile as "satisfactory"
because of the company's significant size, scale, and diversity as
one of the largest non-broadcast-network-owned TV station groups;
its good EBITDA margin; and the growing revenue stream from highly
predictable retransmission fees from cable and satellite video
service operators. S&P's rating outlook on Sinclair remains
stable.
RATINGS LIST
Sinclair Broadcast Group Inc.
Corporate Credit Rating BB-/Stable/--
Ratings Unchanged
Sinclair Television Group Inc.
$750 mil. B-1 senior secured term loan due 2021* BB+
Recovery Rating 1
*Includes add-on.
SPECIALTY PRODUCTS: RPM Posts $57.3M Loss for Feb. 28 Quarter
-------------------------------------------------------------
RPM International Inc. on April 8 reported record sales for its
fiscal 2015 third quarter ended February 28, 2015, but incurred an
as-reported loss for the quarter due to a one-time, non-cash net
charge for a tax accrual related to the possible repatriation of
overseas earnings to fund future obligations for the company's
Specialty Products Holding Corp. (SPHC) settlement.
SPHC and its Bondex subsidiary emerged from bankruptcy on December
23, 2014, following approval of a plan of reorganization by the
United States Bankruptcy Court in Delaware and the United States
District Court in Delaware. The plan included the establishment of
a 524(g) trust to assume their current and future asbestos personal
injury liability claims, and absolved SPHC and Bondex from any
further asbestos liability. An initial $450.0 million payment was
made to the trust using funds from RPM's revolving line of credit
in December 2014.
While SPHC and its operating units continued to be owned by RPM
during the bankruptcy process, which began May 31, 2010, their
financial results were not included in RPM's consolidated results.
SPHC results were reconsolidated, effective January 1, 2015, and
RPM's fiscal 2015 third-quarter results reflect two months of SPHC
operations. SPHC operating units include Day-Glo Color, Dryvit
Systems, Kop-Coat, RPM Wood Finishes Group, TCI, ValvTect Petroleum
Products and Chemical Specialties Manufacturing.
"We are delighted to have these great management teams and
companies back in the fold at RPM. During the period while they
were deconsolidated, they demonstrated significant organic growth
with current-day sales of more than $400 million on an annualized
basis and developed some very exciting new products," stated Frank
C. Sullivan, RPM chairman and chief executive officer.
Third-Quarter Results
Net sales grew 9.6% to $946.4 million in the fiscal 2015 third
quarter from $863.4 million in the fiscal 2014 third quarter.
Consolidated earnings before interest and taxes (EBIT) were $34.2
million, down 7.9% from $37.2 million a year ago. The as-reported
loss for the quarter was $57.3 million, or $0.44 per diluted share,
compared to fiscal 2014 third-quarter net income of $16.2 million,
or $0.12 per diluted share. Fiscal 2015 third-quarter results
reflected the impact of the non-cash, net charge of $83.5 million
for the tax accrual.
Excluding the non-cash, net charge, on an as-adjusted basis, fiscal
2015 third-quarter net income grew 61.2% to $26.2 million, or $0.20
per diluted share. This includes approximately $0.05 per share of
unfavorable foreign currency impact, and $0.01 per share of
dilution attributable to SPHC, due principally to inventory step-up
expense and the non-recurring charges associated with the SPHC
settlement, which offset the otherwise positive performance from
the reconsolidated companies.
Third-Quarter Segment Sales and Earnings
Industrial segment sales grew 10.6% to $620.0 million from $560.5
million in the fiscal 2014 third quarter. Organic sales improved
5.5%, while acquisitions added 12.4%. The reconsolidated SPHC
businesses, all of which are in RPM's industrial segment, are
included in acquisition growth. Foreign currency negatively
impacted sales by 7.3%. Industrial segment EBIT for the quarter,
including $5.0 million in stepped-up inventory expense from SPHC,
was $18.2 million, a 19.6% decline from EBIT of $22.7 million a
year ago.
"Results from our industrial segment have been mixed. With 50% of
this segment's sales outside of the United States, the rapid
strengthening of the U.S. dollar against virtually all other
currencies has created significant headwinds. Europe, our largest
overseas geography, was nearly flat in revenue growth in local
currency," stated Mr. Sullivan. "Our U.S. industrial businesses
are performing quite well, with most of them enjoying double-digit
sales increases in the quarter."
Sales in RPM's consumer segment increased 7.8% to $326.4 million
from $302.9 million in the fiscal 2014 third quarter. Organic
sales increased 9.1%, while acquisitions added 1.2%. Foreign
currency negatively impacted sales by 2.5%. Consumer segment EBIT
increased 13.9% to $35.0 million from $30.8 million a year ago.
"Our consumer segment performed well in the quarter, which is
consistent with the gradual improvement in residential housing,
consumer confidence and discretionary spending. The segment's
performance was also positively impacted by the introduction of
several new products for the spring season," stated Sullivan.
Cash Flow and Financial Position
For the first nine months of fiscal 2015, cash from operations was
$24.1 million, compared to $25.9 million in the first nine months
of fiscal 2014. Capital expenditures during the current nine-month
period of $47.3 million compare to depreciation of $45.9 million
over the same time. Total debt at the end of the first nine months
of fiscal 2015 was $1.87 billion and includes the $450.0 million
524(g) trust payment from the revolving credit facility in December
2014. Total debt a year ago was $1.39 billion and $1.35 billion at
the end of fiscal 2014. RPM's net (of cash) debt-to-total
capitalization ratio was 57.2%, compared to 47.3% at February 28,
2014. During the third quarter, the company repurchased 550,000
shares of its stock in the open market with a cost of approximately
$26 million.
"At February 28, 2015, RPM's total liquidity, including cash and
long-term committed available credit, was $648 million," Sullivan
stated. "We continue our search for strong acquisition candidates
that complement our existing product lines and expand RPM's
geographic presence, as reflected in the Rust-Oleum Group
acquisition of Spraymate Group in South Africa, which took place
subsequent to the end of the third quarter," stated Sullivan.
Nine-Month Results
Nine-month net sales grew 3.9% to $3.22 billion from $3.10 billion
a year ago. Consolidated EBIT was $318.0 million, up slightly from
$317.6 million a year ago. Reported net income of $111.5 million,
or $0.84 per diluted share, declined 39.0% from net income of
$182.9 million, or $1.37 per diluted share, in the year-ago period.
Excluding the third-quarter non-cash, net charge in fiscal 2015,
net income improved 6.6% to $195.0 million, or $1.44 per diluted
share.
Nine-Month Segment Sales and Earnings
Sales for RPM's industrial segment increased 5.6%, to $2.11 billion
from a reported $2.00 billion in the fiscal 2014 first nine months.
Organic sales increased 4.6%, while acquisitions added 4.2%.
Foreign currency negatively impacted sales by 3.2%. Industrial
segment EBIT of $202.3 million declined 2.1% from EBIT of $206.7
million in the first nine months of fiscal 2014.
In the consumer segment, nine-month sales increased 0.9% to $1.11
billion from $1.10 billion in the first nine months of fiscal 2014.
Organic sales improved 0.7%, while acquisitions added 1.3%.
Foreign currency negatively impacted sales by 1.1%. Consumer
segment EBIT improved 4.9%, to $173.3 million from $165.1 million
in the first nine months a year ago.
Business Outlook
"For the fourth quarter of our fiscal year, we expect our consumer
segment to benefit from continued innovation and consistent growth
in consumer DIY spending. In our industrial segment, we do not see
a near-term turnaround in the European economies and expect a very
strong U.S. dollar to continue negatively impacting results,"
stated Mr. Sullivan. "Our businesses serving the energy sector are
beginning to see the effects of a slowdown in production due to the
decline in oil prices. However, we do expect continued positive
momentum in our businesses serving the U.S. commercial construction
markets."
"Based on these factors, along with an anticipated benefit from the
SPHC companies in the fourth quarter, we expect to be at the upper
end of our current EPS guidance range of $2.25 to $2.30 per share
for the full 2015 fiscal year, on an as-adjusted basis."
"From a longer-term perspective, we are optimistic given the return
of our SPHC businesses and the elimination of their asbestos
liability. We can now accelerate growth investments in our
businesses and more aggressively return capital to shareholders
when appropriate," stated Mr. Sullivan.
About Specialty Products
Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc. The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries. The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.
Specialty Products and Bondex International, Inc., ("Initial
Debtors") filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780 and 10-11779) on May 31, 2010. Specialty
Products estimated its assets and debts at $100 million to $500
million.
The Debtors tapped Jones Day as bankruptcy counsel; Richards Layton
& Finger, as co-counsel; and Logan and Company as claims and notice
agent. The Official Committee of Asbestos PI Claimants tapped
Montgomery, Mccracken, Walker & Rhoads, LLP, in Wilmington
Delaware, as counsel. The Future Claimants' Representative tapped
Young Conaway Stargatt & Taylor LLP, as attorneys.
On Aug. 31, 2014, Republic Powdered Metals, Inc., and affiliate
NMBFiL, Inc. -- the New Debtors -- sought Chapter 11 protection
(Bankr. D. Del. Case No. 14-12028). The New Debtors are indirect
subsidiaries of Bondex International and affiliates of the Initial
Debtors. Republic Powdered Metal is a leader in the roof coating
and restoration industry which provides exclusive products for roof
and wall restoration, including an extensive line of roof
coatings.
NMBFiL is formerly known as Bondo Corporation. It is a manufacturer
of auto body repair products for the automotive aftermarket and
various other professional and consumer applications. In November
2007, NMBFiL sold substantially all of its assets and no longer has
business operation. Republic estimated assets of US$10 million to
$50 million and debt of less than $10 million as of the bankruptcy
filing.
The New Debtors were granted, on Sept. 3, 2014, joint
administration of their Chapter 11 cases for procedural purposes
only, with the chapter 11 cases of Specialty Products and Bondex
International.
* * *
Competing bankruptcy exit plans have been filed by the Initial
Debtors, on one hand, and the Official Committee of Unsecured
Creditors and the Future Claimants' Representative on the other.
The Debtors' First Amended Joint Plan of Reorganization and the
explanatory Disclosure Statement, dated Nov. 18, 2013, provides for
an asbestos trust to be established and funded with cash to pay
present and future asbestos-related claims. The trust will be
funded by secured notes, issued by the Debtors and their ultimate
parent, RPM International Inc. ("International"), and the amounts
and terms of the notes will, with one exception, be determined by
the final outcome or settlement of the litigation that will
determine the asbestos claimants' rights in the chapter 11 cases.
The one exception is that the notes will provide for an aggregate
initial nonrefundable payment of $125 million to the asbestos trust
irrespective of the outcome of any litigation. In short, the
Debtors and International have committed to pay to asbestos
claimants the maximum amount to which they are entitled based on
the applicable judgments or rulings in the litigation that will
determine the extent of the claimants' rights in the chapter 11
cases, and to make comparable payments to other similarly situated
creditors.
The PI Committee and the FCR's Third Amended Plan, filed Oct. 15,
2013, provides that: (i) SPHC will be separated from non-Debtor
direct or indirect parent Bondex International; (ii) Reorganized
SPHC will be managed and/or sold for the benefit of holders of all
Claims that are not paid in Cash, subordinated, cancelled or
otherwise treated pursuant to the Plan; (iii) all of SPHC's causes
of action will survive; (iv) Asbestos PI Trust Claims against SPHC
will be channeled to an Asbestos PI Trust; and (v) current SPHC
equity interests will be canceled, annulled, and extinguished.
On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order. The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion. The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.
SPRING INDUSTRIES: Mechoshade Deal No Impact on Moody's B2 CFR
--------------------------------------------------------------
Moody's Investors Service said Springs Industries Inc.'s
announcement that it acquired Mechoshade Systems, Inc., for
approximately $60 million is credit positive because it enhances
the company's market position and growth potential in the
commercial channel and because of Springs' good track record of
integrating strategic acquisitions. Despite the operational
benefits, the potential acquisition does not affect Springs' B2
Corporate Family Rating (CFR) or its stable outlook as leverage
remains high and will temporarily increase from the acquisition.
The principal methodology used in this rating was Consumer Durables
Industry published in September 2014. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
Springs Industries, Inc., headquartered in Middleton, Wisconsin,
designs and manufactures window coverings under the Bali and Graber
brands, as well as for various retailers' private label offerings.
Custom-made products represent roughly 80% of revenue and product
lines include hard and soft window coverings, roller shades,
drapery, drapery hardware, shutters, solar shades, and window
accessory products. Springs was acquired by Golden Gate Capital
(Golden Gate) in June 2013 for approximately $640 million. The
company had pro forma net sales of approximately $8000 million for
the year ended December 31, 2014.
STOCKBRIDGE/SBE INVESTMENT: S&P Lowers Corp Credit Rating to 'CCC'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Las Vegas-based Stockbridge/SBE Investment Co. LLC
(Stockbridge), owner of the SLS Las Vegas, to 'CCC' from 'B-'. The
rating outlook is negative.
At the same time, S&P lowered its issue-level ratings on the
company's subsidiary Stockbridge/SBE Holdings LLC's $150 million
first-lien term loan to 'B-' from 'B+'. The recovery rating
remains '1', reflecting S&P's expectation for very high (90% to
100%) recovery of principal for lenders in the event of a payment
default.
"The downgrade reflects significantly weaker-than-expected
operating performance following SLS Las Vegas' opening in August
2014 and our view that the property will have difficulty ramping up
quickly enough to a level of EBITDA generation that is sufficient
to cover its fixed charges," said Standard & Poor's credit analyst
Stephen Pagano.
"Our 'CCC' rating on Stockbridge also reflects the property's
disadvantaged northern Las Vegas Strip location, a highly
competitive market with many well-established operators, and the
company's reliance on a single property for cash flow generation,"
he added.
The negative outlook reflects S&P's view that cash flow generated
at the SLS Las Vegas may not grow to a level sufficient to meet
fixed charges. Unless operating performance is significantly
better than S&P expects, Stockbridge's capital structure is not
sustainable in its current state and the company may need to
restructure its debt obligations.
S&P could lower the ratings further if it come to believe that the
company will move forward with some form of restructuring over the
next six months. This could be a result of continued challenges in
ramping up operations and an inability to obtain sufficient sources
of liquidity in the interim.
Higher ratings would require meaningful improvement in operating
performance such that S&P believes the company's capital structure
is sustainable and that it will be able to meet all fixed
obligations over the near-to-intermediate term with operating cash
flows.
SULLIVAN INTERNATIONAL: Files for Chapter 11 with $17MM in Debt
---------------------------------------------------------------
Sullivan International Group, Inc., an environmental engineering
provider, commenced a Chapter 11 bankruptcy case (Bankr. S.D. Cal.
Case No. 15-02281) in San Diego, California, on April 6, 2015.
The Debtor filed together with the bankruptcy petition its
schedules of assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $16,276,678
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $9,033,304
E. Creditors Holding
Unsecured Priority
Claims Undetermined
F. Creditors Holding
Unsecured Non-priority
Claims $8,223,302
----------- -----------
TOTAL $16,276,678 $17,256,605
According to the statement of financial affairs, the Debtor
incurred losses from operations of $867,000 in 2013, $840,000 in
2014 and $144,000 from Jan. 1 to Feb. 28, 2015.
A copy of the schedules is available for free at:
http://bankrupt.com/misc/casb15-02281_SAL.pdf
The Debtor tapped James P. Hill, Esq., at Sullivan, Hill, Lewin,
Rez & Engel, APLC, in San Diego, as counsel.
SYMBID CORP: Friedman Expresses Going Concern Doubt
---------------------------------------------------
Symbid Corp. filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K for the year ended Dec. 31, 2014.
Friedman LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company has
incurred operating losses during the year ended Dec. 31, 2014, and
has negative cash flows from operations of $1.82 million.
The Company reported a net loss of $2.82 million on $276,000 of
total revenues for the year ended Dec. 31, 2014, compared with a
net loss of $1.26 million on $79,400 of total revenues in 2013.
The Company's balance sheet at Dec. 31, 2014, showed $1.38 million
in total assets, $1.03 million in total liabilities and total
stockholders' equity of $350,000.
A copy of the Form 10-K is available at:
http://is.gd/4Uck1N
Symbid Corp. provides an online platform for small and medium-sized
enterprises to submit business propositions for funding by
individual investors worldwide. It offers an equity-based
crowdfunding platform and a reward or donation based platform. The
company was founded in 2011 and is headquartered in Rotterdam, the
Netherlands.
UCI HOLDINGS: S&P Lowers CCR to 'CCC+' & Revises Outlook to Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on UCI Holdings Ltd. to 'CCC+' from 'B-'
and revised the rating outlook to negative from stable.
At the same time, S&P lowered its issue-level rating on UCI's
senior secured facility (revolver and term loan) to 'B-' from 'B'.
The recovery rating remains '2', which indicates substantial
(70%-90%; lower half of the range) recovery of principal in the
event of a default. S&P also lowered its issue-level rating on
UCI's senior unsecured notes to 'CCC-' from 'CCC'. The recovery
rating remains '6', which indicates negligible (0%-10%) recovery of
principal in the event of a default.
"The downgrade reflects secular industry pressures facing the
company as well as its need to refinance its revolving credit
facility," said Standard & Poor's credit analyst Lawrence Orlowski.
First, UCI has experienced intense price competition from
aftermarket players based in Asia that have lower production costs.
Moreover, these players have targeted the premium markets in which
UCI enjoys higher margins. Second, there has been a shift away
from premium products to value products within the retail business.
Manufacturers such as UCI have seen the value of their brands
diminish as big box retailers, such as AutoZone, have gathered
substantial market power and focus on a low-cost strategy in their
retail channels. Third, as cars become more complex, there has
been a shift away from the do-it-yourself (DIY) market to the
do-it-for-me (DIFM) market. However, most of UCI's filtration
products and a significant portion of its fuel pumps are sold to
the DIY market. Fourth, improvements in technology and the quality
of original equipment manufacturer (OEM) parts are extending the
longevity of light vehicle parts and delaying aftermarket sales.
Since 2011, it is estimated the oil filter replacement interval has
been extended by about 10%. In addition, the OEMs have been making
better fuel pumps, increasing their life span. Finally, the
company must refinance its revolver that expires in January 2016 to
have the liquidity to fund its working capital requirements.
The negative outlook on UCI Holdings Ltd. reflects Standard &
Poor's opinion that there is at least a one in three chance that
S&P could lower the corporate credit rating on UCI during the next
12 months.
The Rank Group has stated that its strategic review may result in a
decision to sell some or all of the businesses under review,
although no decision to do so has been made. S&P will continue to
monitor the situation and, should a sale occur, it will reassess
its ratings when additional information becomes available.
S&P could lower the ratings within the next 12 months if UCI is
unable to refinance its revolving credit facility, if it continues
to face persistently weaker consumer demand for its aftermarket
products, or if it faces lower customer pricing, which would make
it more likely that the company would restructure its operations in
order to regain its competitiveness.
Though an upgrade is unlikely, if S&P was to consider upgrading UCI
it would look for the company's revolver to be refinanced and for a
sustained improvement in its operating performance. This could be
the result of cost-savings initiatives and product repositioning,
which would strengthen the company's credit metrics. A
debt-to-EBITDA multiple approaching 5x and FOCF-to-total adjusted
debt of about 5% would be more consistent with a higher rating.
UNITED CONTINENTAL: Fitch Raises IDR to 'B+'; Outlook Positive
--------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) for
United Continental Holdings, Inc. (UAL) and its airline operating
subsidiary to 'B+' from 'B'. The Rating Outlook is Positive. Fitch
has also taken rating actions on several United EETCs.
The ratings upgrade is supported by United's improving credit
metrics, the benefits that the company is achieving through its
on-going cost-savings program, a stronger balance sheet, and a
generally healthy operating environment for the North American
Airlines. United also stands to benefit from the recent fall in
fuel prices. Fitch expects that substantially lower jet fuel
prices will allow United to produce sharply higher free cash flow
in 2015 despite relatively heavy capital spending. The Positive
Outlook reflects Fitch's expectations that United's credit metrics
will continue to improve as it works towards achieving its stated
goal of reaching $15 billion in gross debt and as margins expand
based on both fuel and non-fuel related cost savings.
Primary ratings concerns include the cyclicality and high degree of
operating leverage typical of the airline industry. Other concerns
include potential weakness and heavy competition in international
markets, United's relatively weak operating margins compared to its
peers, and heavy upcoming capital spending.
KEY RATING DRIVERS
Successful Cost Control Efforts: United announced its 'project
quality' initiative in late 2013, with the goal of reducing
non-fuel costs by $1 billion annually by 2017. The initiative
yielded results in 2014 with non-fuel CASM increasing by 1.3%, an
improvement from the 6.5% and 2.7% increases seen in 2013 and 2012
respectively. The performance of UAL's cost control efforts last
year increases Fitch's confidence that the company will be able to
hit its target of 0 - 1% non-fuel cost growth in 2015, and in
keeping CASM-ex below 2% annually going forward.
Successful cost control should help boost United's operating
margins from their currently low level compared to their primary
competitors. United generated an EBIT margin of 7.2% in 2014, up
from 4.6% in 2013. Fitch expects that margins could expand to
above 10 - 13% in 2015.
Healthy Domestic Travel Environment: Demand trends continue to be
stable, particularly in the U.S. domestic market. Fitch expects
modest GDP growth in the U.S. in 2015 and 2016 driving demand for
air travel. The growing demand for domestic travel combined with
plans for the large U.S. carriers to keep capacity growth
reasonable in the near-term should support a stable yield
environment in the coming 1 - 2 years. Total capacity growth in
the industry has remained below passenger demand, supporting high
load factors for many years now with industry-wide load factors for
2014 averaging 83.2%. That number has risen steadily over the past
decade from the low 70% range.
International Markets Present a More Mixed Picture: Yields in the
Pacific region were pressured for all U.S. carriers last year due
to a weak Yen and increased competition from Asian carriers.
United's passenger revenue per available seat mile PRASM was down
by 3.6% in the region for the year. Continued capacity additions
will likely keep pressure on yields and load factors. Weakness in
the Pacific region is a particular concern for United because it
has more exposure to that part of the world than its main
competitors. Importantly, Asian markets, and China in particular,
continue to experience a high amount of growth for international
travel demand, meaning that Asia will represent an important market
for United carriers going forward. United's Pacific route network
remains an asset despite the recent weakness.
Yields in the Atlantic market have been strong for the past year,
despite some concerns around the European economy. There is some
concern that a weaker Eurozone could pressure Transatlantic travel
in 2015. The Latin American market has also experienced some
overcapacity, putting pressure on yields.
A healthy operating environment has led to solid financial results
for the North American airlines group. Fitch estimates that EBIT
margins for the North American airlines improved by roughly 300 bps
on average in 2014. Greater improvement is expected in 2015
primarily due to lower fuel prices.
Improving Balance Sheet: Lower fuel costs and improving operating
cash flows should support United's efforts towards reaching its
goal of $15 billion in gross debt (from around $18 billion at year
end 2014) over the intermediate term. Steady debt reduction and
growing profitability have allowed UAL to reduce its leverage
(total adjusted debt/EBITDAR) to 4.5x at year end 2014 from more
than 6x just two years ago. Fitch expects that metric to improve
quickly over the next year, potentially reaching the mid-to-low 3x
range in the next year to 18 months. Leverage in that range, along
with continued improvement in other credit metrics, could support
credit ratings in the 'BB' category, as reflected in the Positive
Rating Outlook. Estimates are based on a conservative forecast
that includes a rebound in jet fuel prices from today's low levels
combined with a flat yield environment. Fitch's forecast
incorporates a range of jet fuel prices between $2.10 and
$2.30/gallon in 2015.
Sufficient Liquidity: United's liquidity position is supportive of
the rating. Fitch's liquidity analysis combines current cash on
hand with our forecast for two years of operating cash flow
compared to upcoming debt maturities and capital expenditures. The
agency estimates that UAL's liquidity is more than sufficient to
cover upcoming obligations, while maintaining an adequate cash
reserve. UAL also benefits from having a significant base of
unencumbered assets. As of Dec. 31, 2014, United maintained
slightly more than $5.7 billion in total liquidity including full
availability under its $1.35 billion revolver. Liquidity as a
percentage of LTM revenue was 14.7%.
Better Free Cash Flow: Fitch expects FCF to turn sharply positive
in 2015 and beyond though capital spending is likely to remain high
throughout our forecast period. FCF could exceed $2 billion this
year or potentially higher depending fuel costs and a stable demand
environment. Fitch expects capital spending in 2015 to total
around $3.1 billion. This year will represent a peak year for new
aircraft deliveries, potentially leading to some reduction in capex
beyond 2015. Lower fuel prices are expected to be the single
largest driver of improved cash flow, though UAL's on-going cost
control efforts and its increasingly new/efficient fleet will also
provide a benefit going forward. United is not yet a significant
payer of cash taxes, therefore improvements on the income statement
directly benefit free cash flow.
United has posted negative free cash flow for the past three years
after seeing several positive years coming out of the recession.
Merger related problems, weaker than expected operating cash flow
and heavy aircraft deliveries were the main drivers of negative FCF
for the past several years. Cash flow from ops improved
substantially in 2014, but FCF remained negative at -$466 million
as UAL spent some $3.1 billion in capex.
Returning Cash to Shareholders: United announced in mid-2014 that
they would initiate a $1.0 billion share repurchase program. UAL
is remaining flexible on the timing of its share repurchases,
setting a target of completing the program within three years of
its announcement. Through the end of the year the company spent
$320 million to buy back stock. Fitch views the repurchase program
as a modest concern given that cash being directed towards
repurchases could otherwise be used to pay for aircraft or pay down
debt. However, UAL's tactic to remain flexible is more
conservative than either Delta or American, both of which have
initiated dividends, which could prove harder to cut in the case of
a downturn. Despite the spending on share repurchases Fitch
expects UAL's leverage and FCF to continue improving over the
forecast period.
KEY ASSUMPTIONS:
-- Stable demand environment for air travel in the U.S. in the
near term.
-- United is expected to grow capacity in the low single digits
annually. Yields are assumed flat or slightly negative
through the forecast period.
-- Fitch's base forecast incorporates a conservative assumption
for crude oil, with Brent moving to $70 and above in the
near-term.
-- UAL is able to maintain CASM ex fuel growth at below 2%
annually.
-- These assumptions lead to a sharp uptick in FCF. Fitch
assumes United will use the increased cash flow to both pay
down debt and increase returns to shareholders.
RATING SENSITIVITIES
Future actions that may individually or collectively cause Fitch to
take a positive rating action include:
-- Adjusted debt/EBITDAR sustained below 4x;
-- EBITDAR margins expanding towards or above 20%;
-- FFO fixed charge coverage above 2.5x;
-- Sustained positive free cash flow.
A future ratings upgrade would be evaluated in the context of a
downside scenario. Further confidence that United would be able to
maintain a 'BB' category rating in a cyclical downturn could
support a ratings upgrade.
Fitch does not expect to take a negative action in the near term.
However, future actions that may individually or collectively cause
Fitch to take a negative rating action include:
-- Adjusted debt/EBITDAR rising above 5x;
-- EBITDAR margins deteriorating into the low double digit
range;
-- Persistently negative free cash flow.
EETC RATINGS
Concurrent with its review of the United Airlines IDR, Fitch has
affirmed the ratings for the United Airlines Pass Through Trust
series 2014-2, 2014-1, 2013-1, and 2012-2 class A certificates at
'A'.
Fitch's senior EETC tranche ratings are primarily based on a
top-down analysis of the level of overcollateralization featured in
the transaction. Fitch's stress analysis uses a top-down approach
assuming a rejection of the entire pool of aircraft in a severe
global aviation downturn. The stress scenario incorporates a full
draw on the liquidity facility, an assumed 5% repossession/
remarketing cost, and various stresses to the value of the
collateral.
Based on updated appraisal information incorporated into Fitch's
analysis, the level of overcollateralization in each of these
transactions has weakened slightly since the ratings were last
reviewed. Weaker levels of overcollateralization are a result of
737-900ER values that declined at a faster pace than was
incorporated into Fitch's original model. Fitch has also
incorporated a 25% stress haircut to the 787s in these collateral
pools compared to a 20% stress that was used in the previous
analysis. However, each series of class A certificates still
passes Fitch's 'A' category stress analysis, supporting rating
affirmation.
Fitch has upgraded the 2014-2, 2014-1, 2013-1 and 2012-2 class B
certificates to 'BBB-' from 'BB+'. The 2012-2 class B certificates
were affirmed at 'BBB-'. Fitch has upgraded the 2013-3 class C
certificates to 'BB' from 'BB-'.
The B and C tranche ratings are notched from the 'B+' IDR of the
underlying airline. The 'BBB-' rating for the B tranches reflects
a high affirmation factor (+3 notches) and the presence of an
18-month liquidity facility (+1 notch). The 'BB' rating for the
2012-3 C tranche reflects a high affirmation factor (+2 notches)
partially offset by recovery expectations (-1 notch).
EETC RATING SENSITIVITIES
Senior tranche ratings are primarily based on a top-down analysis
based on the value of the collateral. Therefore, a negative rating
action could be driven by an unexpected decline in collateral
values. For the 737-900ERs in these transactions, values could be
impacted by the entrance of the 737-9 MAX, or by an unexpected
bankruptcy by one of its major operators. Likewise the Embraer
175s could also be affected by the entrance of the 175 E-2.
Concerns for the 787 values largely revolve around the potential
for future maintenance or production issues on a scale above and
beyond what has already been experienced. Fitch does not expect to
upgrade the senior tranche ratings above the 'A' level.
Subordinated tranche ratings are based off of the underlying
airline IDR. As such, Fitch would likely downgrade the B tranches
to 'BB+' if United's IDR were downgraded to 'B'. Fitch's EETC
criteria stipulates some compression of the affirmation factor
notching when an airline is rated in the 'BB' category; therefore,
if United were upgraded to 'BB-' Fitch would likely affirm the B
tranche rating at 'BBB-'.
Fitch has taken these rating actions:
United Continental Holdings, Inc.
-- IDR upgraded to 'B+' from 'B';
-- Senior unsecured rating upgraded to 'B+/RR4' from 'B/RR4';
United Airlines, Inc.
-- IDR upgraded to 'B+' from 'B';
-- Secured bank credit facility upgraded to 'BB+/RR1' from
'BB/RR1';
United Airlines Pass Through Trust Series 2014-2
-- Class A Certificates affirmed at 'A'
-- Class B Certificates upgraded to 'BBB-' from 'BB+'
United Airlines Pass Through Trust Series 2014-1
-- Class A Certificates affirmed at 'A'
-- Class B Certificates upgraded to 'BBB-' from 'BB+'
United Airlines Pass Through Trust Series 2013-1
-- Class A Certificates affirmed at 'A'
-- Class B Certificates upgraded to 'BBB-' from 'BB+'
Continental Airlines Pass Through Trust Series 2012-2
-- Class A Certificates affirmed at 'A'
-- Class B Certificates affirmed at 'BBB-'
Continental Airlines Pass Through Trust Series 2012-3
-- Class C Certificates upgraded to 'BB' from 'BB-'
USIC HOLDINGS: $40MM Tack-on Loan No Impact on Moody's B3 CFR
-------------------------------------------------------------
Moody's Investors Service said that USIC Holdings, Inc.'s proposed
$40 million tack-on first lien term loan, which will be used to
finance the company's acquisition of Premier Utility Services, does
not impact the company's ratings, including its B3 corporate family
rating, or stable rating outlook. The transaction is credit neutral
given that, despite an increase in debt, the company's leverage is
estimated to remain unchanged due to incremental earnings
contributed by Premier.
USIC Holdings, Inc., headquartered in Indianapolis, Indiana, is a
leading provider of outsourced infrastructure locating and marking
services to telephone, electric, natural gas, cable, fiber optic
and water utilities in the United States.
USIC HOLDINGS: S&P Retains 'B+' Rating Over Proposed Debt Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Indianapolis,
Ind.-based USIC Holdings Inc.'s (USIC's) proposed $40 million
add-on to its term loan B due 2020 does not affect S&P's 'B+'
issue-level rating and '2' recovery rating on the loan. The '2'
recovery rating indicates substantial (70%-90%; lower half of the
range) recovery in the event of a default. This issuance will be
an amendment to the company's existing term loan B and will be used
in connection with USIC's acquisition of Premier Utility Services
from Willbros Group Inc. All of S&P's other ratings on USIC,
including its 'B' corporate credit rating, are unchanged. The
outlook is stable.
S&P's rating on USIC reflects the company's high customer
concentration and limited end-market diversity, albeit with a
meaningful market share in a legally mandated, niche service.
Although S&P expects the company's debt-to-EBITDA ratio to remain
below 7.0x in S&P's base case, this $40 million add-on reduces the
downside cushion for the company's 'B' rating. USIC's leverage is
now at the high-end of our expectations. The stable outlook is
based on S&P's view of the company's consistent free operating cash
flow (FOCF) generation with FOCF-to-debt in the mid-single digits
over the next 12 months.
RECOVERY ANALYSIS
Simulated default and valuation assumptions (mil. US$)
-- Simulated year of default: 2018
-- EBITDA at emergence: 67
-- EBITDA multiple: 6.0x
Simplified waterfall
-- Net enterprise value (after 5% admin. costs): 382
-- Valuation split in % (obligors/non-obligors): 95/5
-- Collateral value available to secured creditors: 375
-- Secured debt (first-lien) claims: 507
-- Recovery expectations: 70%-90% (lower half of the range)
-- Secured debt (first-lien) claims: 174
-- Recovery expectations: 0%-10%
Notes: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from non-obligors after non-obligor
debt.
RATINGS LIST
USIC Holdings Inc.
Corporate Credit Rating B/Stable/--
Senior Secured
US$75 mil revolver bank ln due 2018 B+
Recovery Rating 2L
US$470 mil term bank ln due 2020 B+
Recovery Rating 2L
US$165 mil 2nd lien term bank ln due 2021 CCC+
Recovery Rating 6
VERMILLION INC: Names Fred Ferrara to Newly Created CIO Post
------------------------------------------------------------
Vermillion, Inc., named Fred Ferrara to the newly created post of
chief information officer.
Mr. Ferrara has spent 24 years designing industry specific systems
including application and database development in Information
Technology; with the previous 17 years solely dedicated to
diagnostics companies responsible for the creation of several state
of the art products used across the industry. He has served in
numerous leadership roles in Information Technology, Operations,
and senior leadership capacities for diagnostic service
organizations such as LabCorp and DIANON Systems. Prior to this,
Mr. Ferrara served as an independent information systems consultant
in the healthcare and mobile application markets. In his most
recent senior leadership role, Mr. Ferrara served as Chief
Information Officer and SVP of Aurora Diagnostics’ anatomic
pathology services company.
"We are very pleased to have Fred join our Senior Management team,"
stated Valerie Palmieri, president and CEO of Vermillion. "We see
Fred's skill set as paramount to building our bio-analytics
platform to drive state of the art diagnostic informatics products
for the patient, physician, and payer."
Pursuant to the terms of an employment agreement, executed on March
31, 2015, the Company will pay Mr. Ferrara an annual base salary of
$288,000. In addition, Mr. Ferrara will be eligible for a bonus of
up to 40 percent of his base salary (prorated for partial years)
for achievement of reasonable performance-related goals.
About Vermillion
Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.
The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-11091) on March 30, 2009. Vermillion's legal
advisor in connection with its successful reorganization efforts
wass Paul, Hastings, Janofsky & Walker LLP. Vermillion emerged
from bankruptcy in January 2010. The Plan called for the Company
to pay all claims in full and equity holders to retain control of
the Company.
Vermillion reported a net loss of $19.2 million in 2014, a net loss
of $8.81 million in 2013 and a net loss of $7.14 million in 2012.
As of Dec. 31, 2014, the Company had $24.2 million in total assets,
$4.91 million in total liabilities and $19.3 million in total
stockholders' equity.
VIPER VENTURES: Seeks to Employ Stichter Riedel as Ch. 11 Counsel
-----------------------------------------------------------------
Viper Ventures, LLC, seeks authority from the U.S. Bankruptcy Court
for the Middle District of Florida, Tampa Division, to employ
Stichter, Riedel, Blain & Prosser, P.A., as bankruptcy counsel.
The services to be rendered by Stichter Riedel include, but are not
limited to, the following:
(a) rendering legal advice with respect to the Debtor's powers
and duties as debtor-in-possession, the continued operation of the
Debtor's business, and the management of its property;
(b) preparing on behalf of the Debtor necessary motions,
applications, orders, reports, pleadings, and other legal papers;
(c) appearing before the Court and the U.S. Trustee to represent
and protect the interests of the Debtor;
(d) assisting with and participating in negotiations with
creditors and other parties-in-interest in formulating a plan of
reorganization, drafting such a plan and a related disclosure
statement, and taking necessary legal steps to confirm such a
plan;
(e) representing the Debtor in all adversary proceedings,
contested matters, and matters involving administration of the
case; and
(f) performing all other legal services that may be necessary
for the proper preservation and administration of the Chapter 11
case.
Edward J. Peterson, III, Esq., an attorney at Stichter, Riedel,
Blain & Prosser, P.A., in Tampa, Florida, assures the Court that
his firm is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Mr. Peterson discloses that his firm first represented Viper in a
successful effort to restructure two secured loans it has with
Wells Fargo National Bank. That representation was effectively
concluded with the execution, delivery and recording of revised
loan documents on or about Nov. 30, 2012. Mr. Peterson adds that
his firm has at one time or another represented some Wells Fargo
entities in connection with matters unrelated to the Debtor's
bankruptcy case.
Stichter Riedel received the sum of $100,000 from the Debtor on
account of prepetition services and as a retainer for postpetition
services.
Mr. Peterson may be reached at:
Edward J. Peterson, III, Esq.
STICHTER, RIEDEL, BLAIN & PROSSER, PA
110 East Madison Street, Suite 200
Tampa, FL 33602
Tel: (813) 229- 0144
Fax: (813) 229- 1811
E-mail: epeterson@srbp.com
About Viper Ventures
Viper Ventures, LLC, is a Florida limited liability company that
owns 31 acres of waterfront land on Rattlesnake Point just south
of
Gandy Boulevard in Tampa, Florida.
Viper Ventures filed a Chapter 11 bankruptcy petition (Bankr.
M.D.
Fla. Case No. 15-bk-03404) in Tampa, Florida, on April 1, 2015.
The case is assigned to Judge Catherine Peek McEwen.
The Debtor is represented by Edward J. Peterson, III, Esq., at
Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida.
The Debtor estimated $10 million to $50 million in assets and
debt.
According to the docket, the Debtor's Chapter 11 plan and
explanatory disclosure statement are due by July 30, 2015.
VIRGINIA SAI MOTEL: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Virginia Sai Motel, LLC
1005 Pacific Avenue
Virginia Beach, Va 23451
Case No.: 15-71140
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 7, 2015
Court: United States Bankruptcy Court
Eastern District of Virginia (Norfolk)
Judge: Hon. Frank J. Santoro
Debtor's Counsel: John D. McIntyre, Esq.
WILSON & MCINTYRE, PLLC
500 East Main Street, Suite 920
Norfolk, VA 23510
Tel: (757) 961-3900
Email: jmcintyre@wmlawgroup.com
Total Assets: $3.88 million
Total Debts: $2.81 million
The petition was signed by Sanjay
VUZIX CORP: Reports $3 Million Total Sales in 2014
--------------------------------------------------
Vuzix Corporation reported its full year 2014 financial results for
the period ended Dec. 31, 2014.
Vuzix reported $3.03 million in revenue for the 12 months ended
Dec. 31, 2014, an increase from $2.39 million for the same period
in 2013.
For the full year 2014, loss from operations was $5.03 million
compared with $4.66 million for the same period in 2013.
The net loss for the year ended Dec. 31, 2014, was $7.87 million or
($0.75) per share versus a net loss of $10.1 million or ($1.69) per
share for the same period in 2013.
Vuzix CEO and President Paul J. Travers said, "This has been a
monumental year for Vuzix both financially and operationally. It
began with the launch of our M100 Smart Glasses and upgrades to our
products. Through improving our operations, and better revenue
generation we closed out a very active fourth quarter that saw the
launch of our App Store on our website, the feature of our M100
Smart Glasses on Amazon.com, and the certification and release of
our Smart Glasses sold in China with our partner Lenovo. Our IWear
720was named a 2015 CES Innovation Awards Honoree, and we won 4
awards, making this a total of 20 CES Awards over 11 consecutive
years. We were also very active in working with our key partners
and various companies to develop apps for our Smart Glasses that
add value and solutions for our enterprise customers. We
strengthened our relationship with software giant SAP with the
demonstration of three enterprise applications for the M100 Smart
Glasses over the last quarter."
Mr. Travers continued, "From a corporate development, product
development and capital structure standpoint, Vuzix is being
transformed. We are now building momentum and seeing traction from
existing and new relationships that take us from being a small
developer and testing sales, to now operating larger enterprise
level transactions. We believe we are strongly positioned for 2015
as sales of the M100 Smart Glasses have been building and we look
to launch sales of the award-winning IWear 720720 Mobile Gaming
Platform in the third quarter which will lead to an additional
revenue stream in the consumer market. In looking ahead, our
long-term approach will be to stay ahead of the curve by listening
and responding to the needs of our customers and the marketplace
and focusing on pushing sales in 2015 as we now have production
capacity for growth."
A full-text copy of the press release is available for free at:
http://is.gd/pOWr26
About Vuzix Corporation
Vuzix -- http://www.vuzix.com/-- is a supplier of Video Eyewear
products in the consumer, commercial and entertainment markets.
The Company's products, personal display devices that offer users
a portable high quality viewing experience, provide solutions for
mobility, wearable displays and virtual and augmented reality.
Vuzix holds 33 patents and 15 additional patents pending and
numerous IP licenses in the Video Eyewear field. Founded in 1997,
Vuzix is a public company with offices in Rochester, NY, Oxford,
UK and Tokyo, Japan.
As of Dec. 31, 2014, the Company had $3.7 million in total assets,
$18.1 million in total liabilities, and a $14.4 million total
stockholders' deficit.
WBPB CORP: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
WBPB Corp., dba Walldorf Brewpub & Bistro, filed for Chapter 11
bankruptcy protection (Bankr. W.D. Mich. Case No. 15-01944) on
March 31, 2015, listing $254,000 in total assets and $2.27 million
in total liabilities. The petition was signed by Michael L.
Barnaart, president.
According to Jim Harger at Mlive.com, Mike Barnaart, the Company's
owner, said that he is working with his largest creditors,
Commercial Bank of Hastings and the U.S. Small Business
Administration, to restructure the debt on his building. "We're
confident we've got some deals worked out so that we're going to
come out on the other end," the report quoted him as saying.
Mr. Barnaart, Mlive.com relates, said that the underlying real
estate in downtown Hastings has lost value, putting him "under
water" with his creditors.
Judge Scott W. Dales presides over the case.
Cody H. Knight, Esq., at Rayman & Knight serves as the Company's
bankruptcy counsel.
WBPB Corp., dba Walldorf Brewpub & Bistro, is headquartered in
Hastings, Michigan. The restaurant and brewery has operated at 105
E. State Street since 2006.
WCC PARTNERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: WCC Partners, LP
2201 N. Collins Street, Suite 110
Arlington, TX 76011
Case No.: 15-41452
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 7, 2015
Court: United States Bankruptcy Court
Northern District of Texas (Ft. Worth)
Judge: Hon. Russell F. Nelms
Debtor's Counsel: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
12770 Coit Rd., Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
Email: eric@ealpc.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Charles Hanna, vice president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
WHITTEN FOUNDATION: Can Use Iberia Bank's Cash Collateral
---------------------------------------------------------
Judge Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana gave Whitten Foundation interim
authority to use cash collateral securing its prepetition
indebtedness from Iberia Bank.
As adequate protection, Iberia is granted replacement security
interests in and liens upon all postpetition personal property of
the Debtor and its estate and all proceeds and products of that
personal property, and postpetition accounts and cash to the extent
that the bank prepetition possessed a valid and perfected security
interest and lien in any of those accounts. In addition, Iberia
will have an allowed claim pursuant to Section 507 of the
Bankruptcy Code.
The hearing to consider the entry of a final order authorizing and
approving the use of cash collateral and providing adequate
protection will be held April 14, 2015, at 10:00 a.m. All
objections must be filed on or before April 13.
About Whitten Foundation
Whitten Foundation owns and operates two apartment complexes
located in the State of Louisiana.
Whitten Foundation sought Chapter 11 bankruptcy protection (Bankr.
W.D. La. Case No. 15-20237) in Lake Charles, Louisiana, on
March 31, 2015.
The Debtor estimated $10 million to $50 million in assets and
debt.
According to the docket, the official schedules of assets and
liabilities, as well as the statement of financial affairs are due
April 14, 2015. The Debtor's Chapter 11 plan and disclosure
statement are due July 29, 2015.
Judge Robert Summerhays presides over the case.
The Debtor has tapped Gerald J. Casey, Esq., in Lake Charles,
Louisiana, as its counsel.
XINERGY LTD: Has $40MM Financing From Whitebox and Highbridge
-------------------------------------------------------------
Xinergy Ltd., et al., ask the U.S. Bankruptcy Court for the Western
District of Virginia for authority to obtain postpetition financing
on a secured, super-priority basis and use cash collateral.
Tyler P. Brown, Esq., at Hunton & Williams LLP, counsel to the
Debtors, explains that following a diligent solicitation process,
the Debtors obtained from affiliates of Whitebox Advisors LLC and
Highbridge Capital Management, LLC, an aggregate $40 million
postpetition facility on a superpriority, administrative claim and
first-priority priming lien basis. The DIP Facility will be used
to refinance the Debtors' prepetition first lien term notes in the
aggregate principal amount of $20 million, plus all accrued
interest, fees and expenses and to provide the necessary liquidity
for the Debtors to fund their operations and pursue a successful
restructuring.
The Debtors are requesting authority to immediately access
$7.5 million, plus the refinancing, on an interim basis.
The salient provisions of the DIP Credit Agreement are:
* Borrower: Xinergy Corp., a Tennessee corporation
* Guarantors: All obligations will be guaranteed by Xinergy Ltd.,
an Ontario corporation that is the parent to the Borrower, and any
and all of the Borrower's and the Company's current, direct or
indirect subsidiaries.
* DIP Lenders/ DIP Agent: The lenders will be comprised of
affiliates of Whitebox and Highbridge. WBOX 2014-4 Ltd. will serve
as agent.
* DIP Facility: A multiple draw term loan facility of up to
$40 million (the "Commitment Amount"). The DIP Facility will also
include an uncommitted accordion feature whereby the Commitment
Amount may be increased by $10 million, subject to certain
conditions.
* Interest: Interest on the loans will accrue and be payable
monthly in arrears at a rate per annum equal to 14%, with 10% being
payable in cash and the balance in-kind. Following an event of
default, interest will accrue at an additional 2% per annum.
* Certain Payments and Expenses: An amount equal to 2.5% of the
Commitment Amount will be payable to the Initial Lenders out of the
initial draw under the DIP Facility.
* Closing Date: By no later than April 15, 2015.
* Maturity: Borrowings under the DIP Facility are to be repaid in
full in cash within the nine month anniversary of the Closing Date,
subject to two three-month extensions. The Lenders may convert the
DIP Facility into an exit financing facility pursuant to a
confirmed Chapter 11 plan.
* Exit Payment: Any payment, repayment or refinancing of the DIP
Loans, including a refinancing through the Exit Facility, will be
accompanied by a payment in the amount of 1% on the principal
amount being repaid or prepaid.
* Fees: There are no fees that will be payable to any investment
bankers or financial advisors in connection with the DIP Facility.
* Collateral and Superpriority Claim: All amounts outstanding
will be secured by first priority priming liens on all assets of
the Debtors under Section 364 of the Bankruptcy Code. In addition,
the DIP Agent and Lenders will have an allowed superpriority claim,
subject to the unpaid fees of the United States Trustee and any
unpaid bankruptcy court-approved professional fees in an amount not
to exceed $500,000 ("Carve Out").
* Adequate Protection: Until the Prepetition Financing Facility
is repaid in full, the lender(s) under the facility will receive
replacement liens, superpriority claims, payment of fees and
expenses, and the payment of interest at the default rate on a
monthly basis. The holders of the prepetition second lien notes
will receive replacement liens and superpriority claims.
* CRO: Within 15 days of a written request by the majority of the
Lenders, the Debtors will retain a consultant or other professional
(a "Chief Restructuring Officer").
Milestones
Pursuant to the DIP Credit Agreement, the Debtors will ensure the
satisfaction of these milestones:
(i) By no later than five days following the Petition Date, the
Bankruptcy Court will have entered an interim order authorizing the
DIP Financing;
(ii) By no later than 45 days following the Petition Date, the
Bankruptcy Court will have entered a final order authorizing the
DIP Financing;
(iii) By no later than 75 days following the Petition Date, the
Debtors will file an acceptable reorganization plan and a motion
seeking approval of a disclosure statement and solicitation
procedures contemplating completion of a confirmation hearing;
(iv) By no later than 120 days following the Petition Date, the
Bankruptcy Court will have entered an order approving a disclosure
statement for the Reorganization Plan and solicitation procedures;
(v) By no later than 180 days following the Petition Date, the
Bankruptcy Court will have entered an order confirming the Plan;
and
(vi) By no later than 210 days following the Petition Date, the
effective date of the Plan will have occurred.
Cash Collateral
The Debtors currently have $20 million plus fees and expenses
outstanding under first lien term loans provided by Bayside Finance
LLC prepetition. On April 1, 2015, the first lien term loans were
assigned to funds managed on behalf of Whitebox and Highbridge from
Bayside. The Debtors also owe $195 million in second lien notes
due May 15, 2019.
To the best of the Debtors' knowledge, the Lenders and the Second
Lien Note holders are the only creditors with a lien upon the
Debtors' cash collateral.
Mr. Brown avers that the Debtors have satisfied the requirements of
Sections 363(c)(2) and (e), and should be authorized to use the
cash collateral. First, the Lenders have consented to the use of
the cash collateral. Second, the Debtors are providing the holders
of the Second Lien Notes with replacement liens to the same extent
of any pre-petition liens. The Debtors propose that the
replacement liens will be granted only to secure an amount equal to
any decrease in the value of the liens of the holders of the Second
Lien Notes caused by the Debtors' use of such cash collateral. The
interests of the holders of the Second Lien Notes are thus
adequately protected from diminution under the DIP Facility, Mr.
Brown tells the Court.
A copy of the DIP Financing Motion filed together with the DIP
Credit Agreement is available for free at:
http://bankrupt.com/misc/Xinergy_DIP_Motion.pdf
About Xinergy Ltd.
Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia. Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia. Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.
Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) in Roanoke,
Virginia, on April 6, 2015. The cases have been assigned to Judge
Paul M. Black. The cases are being jointly administered for
procedural purposes.
The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.
The informal group of holders of the Debtors' prepetition secured
notes and lenders under the Debtors' postpetition financing are
represented by:
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas, New York 10019-6064
Attn: Andrew N. Rosenberg and Brian S. Hermann,
E-mail: arosenberg@paulweiss.com
bhermann@paulweiss.com
- and -
KUTAK ROCK LLP
Bank of America Center
1111 East Main Street, Suite 800
Richmond, Virginia 23219
Attn: Peter J. Barrett
E-mail: peter.barrett@kutakrock.com
XINERGY LTD: Proposes ALCS as Claims and Noticing Agent
-------------------------------------------------------
Xinergy Ltd., et al., seek approval from the U.S. Bankruptcy Court
for the Western District of Virginia to employ American Legal
Claims Services, LLC, as claims, noticing and balloting agent.
Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be several
thousand entities to be noticed. In view of the number of
anticipated claimants and the complexity of the Debtors'
businesses, the Debtors submit that the appointment of a claims,
noticing and balloting agent is both necessary and in the best
interests of both the Debtors' estates and their creditors. The
large number of creditors, equity holders and other
parties-in-interest involved in the Debtors' chapter 11 cases would
almost certainly impose heavy administrative and other burdens upon
the Court and the Clerk's Office.
According to the Services Agreement, ALCS will charge for its
services based on the pricing schedule agreed upon by the parties.
The pricing schedule, however, was not included in publicly
available court filings by the Debtors.
The Debtors agreed to provide ALCS with an advance deposit retainer
in the amount of $20,000.
Jeffrey Pirrung, managing director of ALCS, attests that ALCS is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The Claims Agent can be reached at:
AMERICAN LEGAL CLAIMS SERVICES, LLC
Attn: Jeffrey Pirrung
P.O. Box 23560
Jacksonville, FL 32241
Tel: (904) 517-1442
https://www.americanlegal.com
About Xinergy Ltd.
Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia. Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia. Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.
Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) in Roanoke,
Virginia, on April 6, 2015. The cases have been assigned to Judge
Paul M. Black. The cases are being jointly administered for
procedural purposes.
The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.
XINERGY LTD: Proposes to Limit Equity Trading to Protect NOLs
-------------------------------------------------------------
Xinergy Ltd., et al., ask the U.S. Bankruptcy Court for the Western
District of Virginia to establish and implement restrictions and
notification requirements regarding the beneficial ownership and
certain transfers of common shares and common non-voting shares of
Xinergy.
The Debtors estimate that, as of September 30, 2014, they had a
consolidated net operating loss ("NOL") for U.S. federal income tax
purposes of $150.6 million. Because the Internal Revenue Code
permits corporations to carry forward NOLs to offset future income,
the Debtors' consolidated NOL carryforwards are valuable assets of
their estates.
Because an "ownership change" may negatively impact the Debtors'
utilization of their NOLs, the Debtors proposed these procedures:
* Any "substantial shareholder" -- Any person who is or becomes
a beneficial owner of at least 3,200,000 shares, which represent
4.8% of the issued and outstanding Stock as of the Petition Date --
must serve and file a declaration on or before the later of (i) 15
days after entry an order approving the procedures and (ii) 10 days
after becoming a substantial shareholder.
* Prior to effectuating any transfer of the equity securities
(i) that would result in another entity becoming a substantial
shareholder or (ii) involving a substantial equity holders who
wishes to purchase or dispose of beneficial ownership of any stock,
the parties to such transaction must serve and file a notice of the
intended stock transaction.
* The Debtors have 15 calendar days after receipt of the stock
transaction notice to object to the proposed transaction.
* If the Debtors do not object, the proposed transaction may
proceed.
* Any transfer of the equity securities in violation of the
procedures will be null and void ab initio.
About Xinergy Ltd.
Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia. Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia. Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.
Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) in Roanoke,
Virginia, on April 6, 2015. The cases have been assigned to Judge
Paul M. Black. The cases are being jointly administered for
procedural purposes.
The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.
XINERGY LTD: Proposes to Pay $7.5M to Critical Vendors
------------------------------------------------------
Xinergy Ltd. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Western District of Virginia to enter interim and
final orders authorizing them to pay all or a portion of their
prepetition obligations to certain critical vendors.
The Debtors estimate the maximum amount needed to pay the
prepetition claims (excluding those prepetition claims secured by
trade liens or 503(b)(9) Claims) of critical vendors is
approximately $7.5 million (the "Critical Vendor Claims Cap").
In determining the amount of the Critical Vendor Claims Cap, the
Debtors have carefully reviewed their suppliers to determine, among
other things, (a) which suppliers were sole source or limited
source suppliers, without whom the Debtors could not continue to
operate without disruption, (b) which suppliers would be
prohibitively expensive to replace, (c) which suppliers would
present an unacceptable risk to the Debtors' operations or the
safety of their employees should they cease the provision of truly
essential services or supplies and (d) the extent to which
suppliers may be able to obtain or have obtained trade liens on
equipment, supplies or goods of the Debtors or an administrative
expense claim pursuant to section 503(b)(9) of the Bankruptcy
Code.
The Debtors propose that they may, in their sole discretion,
condition payment of the Critical Vendor Claims of each Critical
Vendor upon an agreement to continue to supply goods or services to
the Debtors on such Critical Vendor's "Customary Trade Terms" for a
period of time and on other such terms and conditions as are
acceptable to the Debtors.
About Xinergy Ltd.
Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia. Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia. Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.
Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) in Roanoke,
Virginia, on April 6, 2015. The cases have been assigned to Judge
Paul M. Black. The cases are being jointly administered for
procedural purposes.
The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.
XINERGY LTD: To Ask Canadian Court to Recognize Ch. 11 Cases
------------------------------------------------------------
Xinergy Ltd., et al., ask the U.S. Bankruptcy Court for the Western
District of Virginia to authorize Xinergy Ltd. to act as the
foreign representative on behalf of the Debtors' estates in
proceedings in Canada.
Xinergy Ltd., the direct or indirect parent of each of the other
Debtors, is incorporated in Ontario, Canada and may otherwise
become subject to the jurisdiction of the Canadian courts. In
particular, Xinergy Ltd.'s common stock trades on the Toronto Stock
Exchange (TSX), the largest stock exchange in Canada, under the
ticker "XRG." As of Xinergy Ltd.'s most recent quarterly public
filing, there were 65,772,023 shares of Xinergy Ltd.'s common stock
issued and outstanding.
Xinergy Ltd., as the proposed Foreign Representative, shortly will
seek ancillary relief in Canada, pursuant to the Companies'
Creditors Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended
(the "CCAA") in the Ontario Superior Court of Justice (Commercial
List) (the "Canadian Court") in Toronto, Ontario, Canada. The
purpose of the ancillary proceedings (the "Canadian Proceedings")
is to request that the Canadian Court recognize the chapter 11 case
of Xinergy Ltd. as a "foreign main proceeding" under the applicable
provisions of the CCAA in order to, among other things, provide
Xinergy Ltd. and/or its assets protection from judicial process in
Canada.
To commence the Canadian Proceedings, the Debtors need authority
for a Debtor entity to act as the Foreign Representative on behalf
of the Debtors' estates and, therefore, the Debtors seek to appoint
Xinergy Ltd. as such Foreign Representative.
About Xinergy Ltd.
Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia. Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia. Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.
Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) in Roanoke,
Virginia, on April 6, 2015. The cases have been assigned to Judge
Paul M. Black. The cases are being jointly administered for
procedural purposes.
The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.
XINERGY LTD: Wants Schedules Deadline Extended by 60 Days
---------------------------------------------------------
Xinergy Ltd. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Western District of Virginia to enter an order:
(i) extending by 60 days, through and including June 19, 2015,
their deadline to file their schedules of assets and liabilities
and statements of financial affairs; and
(ii) authorizing the Office of the United States Trustee for the
Western District of Virginia to schedule the meeting of creditors
under Section 341 of the Bankruptcy Code after the 40-day deadline
imposed by Bankruptcy Rule 2003(a).
Henry P. (Toby) Long, III, Esq., at Hunton & Williams LLP, explains
that given the size and complexity of the Debtors' business
operations, preparing the Schedules and Statements accurately and
with sufficient detail will require significant attention from the
Debtors' personnel and advisors. Without an extension of the
14-day period, this would distract attention from the Debtors'
business operations at a critical time when the Debtors' businesses
can ill afford any disturbance.
About Xinergy Ltd.
Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia. Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia. Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.
Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) in Roanoke,
Virginia, on April 6, 2015. The cases have been assigned to Judge
Paul M. Black. The cases are being jointly administered for
procedural purposes.
The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.
XZERES CORP: Obtains $1.5 Million From Private Placement
--------------------------------------------------------
Xzeres Corp. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that it entered into an agreement for the
private placement of a total of 10,000,000 shares of its common
stock at a price of $0.15 per share to two purchasers for total
gross proceeds of $1,500,000. Ravago Holdings America Inc.
purchased 6,033,000 shares and Paul DeBruce purchased the remaining
3,967,000 shares.
The Company offered and sold the shares of common stock pursuant to
the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506(b) of Regulation
D. Both purchasers are accredited investors as defined in
Regulation D under the Securities Act. No general solicitation or
advertising was used in connection with the offering. Both Ravago
Holdings America Inc. and Mr. DeBruce are existing shareholders.
The Company issued the common stock sold as "restricted securities"
within the meaning of Regulation D and the certificates so issued
will bear the appropriate restrictive legends.
About XZERES Corp.
Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.
XZERES reported a net loss of $9.49 million for the year ended
Feb. 28, 2014, as compared with a net loss of $7.59 million for
the year ended Feb. 28, 2013.
As of Nov. 30, 2014, the Company had $9.82 million in assets, $18.2
million in liabilities and a $8.37 million stockholders' deficit.
Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Feb. 28, 2014. The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
XZERES CORP: Steve Shum Quits as Officer and Director
-----------------------------------------------------
Steve Shum resigned as director and officer of Xzeres Corp.
effective April 3, 2015, according to a document filed with the
Securities and Exchange Commission. There was no known
disagreement with Mr. Shum on any matter relating to the Company's
operations, policies or practices.
About XZERES Corp.
Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.
XZERES reported a net loss of $9.49 million for the year ended
Feb. 28, 2014, as compared with a net loss of $7.59 million for
the year ended Feb. 28, 2013.
As of Nov. 30, 2014, the Company had $9.82 million in assets, $18.2
million in liabilities and a $8.37 million stockholders' deficit.
Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Feb. 28, 2014. The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
YSN INVESTMENT: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: YSN Investment Group, LLC
9720 Town Park Drive, Suite 180
Houston, TX 77036
Case No.: 15-32010
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 7, 2015
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Letitia Z. Paul
Debtor's Counsel: Matthew Brian Probus, Esq.
WAUSON PROBUS
One Sugar Creek Ctr Blvd, Ste 880
Sugar Land, TX 77478
Tel: 281-242-0303
Fax: 281-242-0306
Email: mbprobus@w-plaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Micheal Ng, managing member.
A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb15-32010.pdf
[*] Edwards & Cherney Changes Name to Canterbury Law Group
----------------------------------------------------------
Edwards & Cherney, LLP, has changed its name to Canterbury Law
Group. Established in 2012, the firm provides legal counsel in the
areas of family law, bankruptcy, business, real estate and
litigation.
The firm rebranding is the only change that is taking place at the
firm. The firm continues to be headed by Craig Cherney and
Jonathan Ibsen at their North Scottsdale office. The law firm
excels in high conflict family disputes involving divorce, child
custody disputes, relocation of children out of state, modification
and enforcement of orders and appeals. Mr. Cherney has been
licensed for over 18 years and has served as a law firm associate,
in house corporate counsel, and manager and vice president for
large real estate development firms. Mr. Ibsen has 20 plus years
of complex litigation and Chapter 7 and Chapter 11 bankruptcy
experience and is a graduate of New York Law School. He has served
as lead trial or appellate counsel for clients in matters in state,
federal and bankruptcy court.
Canterbury Law Group -- http://www.canterburylawgroup.com--
provides legal counsel in Scottsdale, Arizona, in the areas of
family law, personal Chapter 7 and business Chapter 11 bankruptcy,
real estate and litigation. The attorneys at Canterbury Law Group
are actively licensed in Arizona, California, Nevada and New York.
The firm is located at 14300 N. Northsight Boulevard in Scottsdale.
[] Moody's Says LNG Projects Nixed Amid Lower Oil Prices
--------------------------------------------------------
Liquefied natural gas (LNG) suppliers are curtailing their capital
budgets, amid low oil prices and a coming glut of new LNG supply
from Australia and the US, Moody's Investors Service says in a new
report, "Lower Oil Prices Cause Suppliers of Liquefied Natural Gas
to Nix Projects."
Moody's says low LNG prices will result in the cancellation of the
vast majority of the nearly 30 liquefaction projects currently
proposed in the US, 18 in western Canada, and four in eastern
Canada.
"The drop in international oil prices relative to US natural gas
prices has wiped out the price advantage US LNG projects, reversing
the wide differentials of the past four years that led Asian buyers
to demand more Henry Hub-linked contracts for their LNG
portfolios," says Moody's Senior Vice President Mihoko Manabe.
However, projects already under construction will continue as
planned, which will lead to excess liquefaction capacity over the
rest of this decade. Notably, through 2017, Australia will see new
capacity come online from roughly $180 billion in investments,
which will result in a 25% increase in global liquefaction
capacity. Likewise, the US is poised to become a net LNG exporter
after the Sabine Pass Liquefaction LLC (Ba3 stable) project goes
into service in the fourth quarter of 2015.
Moody's expects Cheniere Energy's Corpus Christi project will be
the likeliest project to move forward this year, since it is among
the very few projects in advanced development that have secured
sufficient commercial or financial backing to begin construction.
Lower oil prices will result in the deferral or cancellation of
most other projects, especially this year. While some companies
like Exxon Mobil Corp. (Aaa stable) can afford to be patient and
wait several years until markets are more favorable, most other LNG
sponsors have far less financial wherewithal, and some may be more
eager to capitalize on the billions of dollars of upfront
investments they have made already, sooner rather than later.
Greenfield projects on undeveloped property are much more
expensive, involve more construction risk, and take longer to build
than brownfield projects, which re-purpose existing LNG
regasification sites. Greenfield projects are also frequently
challenged by local opposition and occasionally by untested laws
and regulations. Based on the public estimates of companies
building new LNG liquefaction capacity, the median cost to build a
US brownfield project is roughly $800 per ton of capacity, compared
with the more advanced Australian greenfield projects, now
estimated at around $3,400 per ton.
Through the end of the decade, Moody's expects LNG demand will grow
more slowly versus supply. China will be the biggest variable and
most important driver of global LNG in that timeframe. India will
see rapid growth, but not be as big of a player as China. Other
more mature LNG markets in Japan, South Korea and Europe, which
represent the bulk of demand, will have flat growth.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re William C. Myers and Jessica L. Myers
Bankr. M.D. Fla. Case No. 15-01414
Chapter 11 Petition filed March 31, 2015
In re 4501 Bel Air Rd., LLC
Bankr. D. Md. Case No. 15-14464
Chapter 11 Petition filed March 31, 2015
See http://bankrupt.com/misc/mdb15-14464.pdf
Filed Pro Se
In re Beverly R. Hansen and James F. Hansen
Bankr. D. Md. Case No. 15-14537
Chapter 11 Petition filed March 31, 2015
In re Mid-America Diesel, Inc.
Bankr. E.D. Mich. Case No. 15-45134
Chapter 11 Petition filed March 31, 2015
See http://bankrupt.com/misc/mieb15-45134.pdf
represented by: Jeffrey A. Chimovitz, Esq.
E-mail: jeffchimovitz@gmail.com
In re Tipico Dominicano LLC
Bankr. S.D.N.Y. Case No. 15-22430
Chapter 11 Petition filed March 31, 2015
See http://bankrupt.com/misc/nysb15-22430.pdf
represented by: Jonathan S. Pasternak, Esq.
DELBELLO DONNELLAN WEINGARTEN WISE &
WIEDERKEHR, LLP
E-mail: jpasternak@ddw-law.com
In re Rhonda Renee Jackson
Bankr. E.D.N.C. Case No. 15-01736
Chapter 11 Petition filed March 31, 2015
In re JML Industries, Inc.
Bankr. M.D. Pa. Case No. 15-01305
Chapter 11 Petition filed March 31, 2015
See http://bankrupt.com/misc/pamb15-01305.pdf
represented by: John D. Bucolo, Esq.
E-mail: JBLegally@aol.com
In re Jerry Lee Nichols
Bankr. D. Ariz. Case No. 15-03709
Chapter 11 Petition filed April 1, 2015
In re Geoffrey Floyd Wilson and Dawn Laureen Wilson
Bankr. C.D. Cal. Case No. 15-11639
Chapter 11 Petition filed April 1, 2015
In re Joe R. Martinez
Bankr. C.D. Cal. Case No. 15-11662
Chapter 11 Petition filed April 1, 2015
In re Ferdinand D. Ramirez and Geraldine Ramirez
Bankr. N.D. Cal. Case No. 15-41043
Chapter 11 Petition filed April 1, 2015
In re Nettie Davis
Bankr. M.D. Fla. Case No. 15-01492
Chapter 11 Petition filed April 1, 2015
In re Angela Neel Interiors, Inc.
Bankr. M.D. Fla. Case No. 15-02882
Chapter 11 Petition filed April 1, 2015
See http://bankrupt.com/misc/flmb15-02882.pdf
represented by: Kenneth D. Herron, Jr., Esq.
WOLFF, HILL, MCFARLIN & HERRON, P.A.
E-mail: kherron@whmh.com
In re John W. Augustin and Hermide Augustin
Bankr. S.D. Fla. Case No. 15-15994
Chapter 11 Petition filed April 1, 2015
represented by: Stan Riskin, Esq.
E-mail: stan.riskin@gmail.com
In re Kenneth Hand Sales and Rental, Inc.
Bankr. W.D. Ky. Case No. 15-10337
Chapter 11 Petition filed April 1, 2015
See http://bankrupt.com/misc/kywb15-10337.pdf
represented by: Mark H. Flener, Esq.
E-mail: mark@flenerlaw.com
In re BiJay K. Chhetri and Shashi Chhetri
Bankr. D. Md. Case No. 15-14626
Chapter 11 Petition filed April 1, 2015
In re Anthony Whitfield Johnson
Bankr. D.N.M. Case No. 15-10858
Chapter 11 Petition filed April 1, 2015
In re Allstate Realty USA Corp.
Bankr. E.D.N.Y. Case No. 15-41446
Chapter 11 Petition filed April 1, 2015
See http://bankrupt.com/misc/nyeb15-41446.pdf
Filed Pro Se
In re Perfect Peace Funeral Homes Incorporated
Bankr. E.D.N.Y. Case No. 15-41458
Chapter 11 Petition filed April 1, 2015
See http://bankrupt.com/misc/nyeb15-41458.pdf
represented by: Julio E. Portilla, Esq.
LAW OFFICE OF JULIO E. PORTILLA, P.C.
E-mail: jp@julioportillalaw.com
In re Philip A. Reitnour
Bankr. E.D. Pa. Case No. 15-12228
Chapter 11 Petition filed April 1, 2015
In re Jimmy Cummings Incorporated
Bankr. N.D. Tex. Case No. 15-31356
Chapter 11 Petition filed April 1, 2015
See http://bankrupt.com/misc/txnb15-31356.pdf
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
E-mail: eric@ealpc.com
In re Gidland Corp.
Bankr. W.D. Tex. Case No. 15-10435
Chapter 11 Petition filed April 1, 2015
See http://bankrupt.com/misc/txwb15-10435.pdf
represented by: Barry Pierce Broughton, Esq.
E-mail: barrybroughton@yahoo.com
In re J. Kristian Rapisarda, D.D.S., P.S.
Bankr. W.D. Wash. Case No. 15-41521
Chapter 11 Petition filed April 1, 2015
See http://bankrupt.com/misc/wawb15-41521.pdf
represented by: Albert N. Kennedy, Esq.
TONKON TORP LLP
E-mail: al.kennedy@tonkon.com
In re James Andrew Gonzales and Estela Ortega Gonzales
Bankr. C.D. Cal. Case No. 15-13359
Chapter 11 Petition filed April 3, 2015
In re Donald Phillip Kleinhans and Cynthia Ann Kleinhans
Bankr. M.D. Fla. Case No. 15-03495
Chapter 11 Petition filed April 3, 2015
In re 920 Clearwater-Largo Road, LLC
Bankr. M.D. Fla. Case No. 15-03496
Chapter 11 Petition filed April 3, 2015
See http://bankrupt.com/misc/flmb15-03496.pdf
represented by: Alberto F. Gomez, Jr., Esq.
JOHNSON POPE BOKOR RUPPEL & BURNS, LLP
E-mail: al@jpfirm.com
In re JAB Properties, LLC
Bankr. E.D. Mich. Case No. 15-45309
Chapter 11 Petition filed April 3, 2015
See http://bankrupt.com/misc/mieb15-45309.pdf
represented by: Aaron D. Geyer, Esq.
BART NOW, P.L.L.C.
E-mail: Aaron@Chrisaiello.com
In re Javier Bruno Aguirre
Bankr. D. Nev. Case No. 15-11891
Chapter 11 Petition filed April 3, 2015
In re Bach's Home Health Care, Inc.
Bankr. D.N.J. Case No. 15-16115
Chapter 11 Petition filed April 3, 2015
See http://bankrupt.com/misc/njb15-16115.pdf
represented by: Melinda D. Middlebrooks, Esq.
MIDDLEBROOKS SHAPIRO, P.C.
E-mail: middlebrooks@middlebrooksshapiro.com
In re Anatoly Derin
Bankr. E.D.N.Y. Case No. 15-41495
Chapter 11 Petition filed April 3, 2015
In re Club Cats, LLC
Bankr. E.D.N.Y. Case No. 15-41496
Chapter 11 Petition filed April 3, 2015
See http://bankrupt.com/misc/nyeb15-41496.pdf
represented by: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
E-mail: alla@kachanlaw.com
In re 3920 Bwy, Rest. Inc.
Bankr. S.D.N.Y. Case No. 15-10847
Chapter 11 Petition filed April 3, 2015
Filed Pro Se
In re Priscilla Alden Walker
Bankr. N.D. Tex. Case No. 15-31430
Chapter 11 Petition filed April 3, 2015
In re Faith Restoration Inc.
Bankr. D. Ariz. Case No. 15-03879
Chapter 11 Petition filed April 6, 2015
Filed Pro Se
In re Day & Night Truck Trailer Repair Inc.
Bankr. E.D. Cal. Case No. 15-22780
Chapter 11 Petition filed April 6, 2015
See http://bankrupt.com/misc/caeb15-22780.pdf
represented by: Robert McCann, Esq.
MCCANN & ASSOCIATES
In re Luxury Builders, Inc.
Bankr. M.D. Fla. Case No. 15-03003
Chapter 11 Petition filed April 6, 2015
See http://bankrupt.com/misc/flmb15-03003.pdf
represented by: Ronald Cutler, Esq.
RONALD CUTLER, P.A.
E-mail: bankruptcy@ronaldcutlerpa.com
In re Brian David Metrocavage and Shary Farzad Metrocavage
Bankr. M.D. Fla. Case No. 15-03537
Chapter 11 Petition filed April 6, 2015
In re MDN Group, LLC
Bankr. N.D. Ga. Case No. 15-56348
Chapter 11 Petition filed April 6, 2015
See http://bankrupt.com/misc/ganb15-56348.pdf
represented by: Howard P. Slomka, Esq.
SLOMKA LAW FIRM
E-mail: marsi@slomkalawfirm.com
In re Medical Pay Solutions, LLC
Bankr. N.D. Ill. Case No. 15-12250
Chapter 11 Petition filed April 6, 2015
See http://bankrupt.com/misc/ilnb15-12250.pdf
represented by: Richard L. Hirsh, Esq.
RICHARD L. HIRSH, P.C.
E-mail: richala@sbcglobal.net
In re Stephanie Lynn Cornell
Bankr. D. Md. Case No. 15-14861
Chapter 11 Petition filed April 6, 2015
In re Hollis Country Kitchen, LLC
Bankr. D.N.H. Case No. 15-10539
Chapter 11 Petition filed April 6, 2015
See http://bankrupt.com/misc/nhb15-10539.pdf
represented by: Robert L. O'Brien, Esq.
E-mail: roboecf@gmail.com
In re Susanna Ankrah
Bankr. D.N.J. Case No. 15-16183
Chapter 11 Petition filed April 6, 2015
In re 69 North Franklin Turnpike, LLC
Bankr. D.N.J. Case No. 15-16191
Chapter 11 Petition filed April 6, 2015
Filed Pro Se
In re Willie Kathryn Suggs
Bankr. S.D.N.Y. Case No. 15-10854
Chapter 11 Petition filed April 6, 2015
In re Wendy D. Price
Bankr. E.D.N.C. Case No. 15-01896
Chapter 11 Petition filed April 6, 2015
In re Marguerite R. Billbrough, P.C.
Bankr. E.D. Pa. Case No. 15-12338
Chapter 11 Petition filed April 6, 2015
See http://bankrupt.com/misc/paeb15-12338.pdf
represented by: Paul J. Winterhalter, Esq.
LAW OFFICES OF PAUL J. WINTERHALTER, P.C.
E-mail: pwinterhalter@pjw-law.com
In re Rita I. Torres Collazo
Bankr. D.P.R. Case No. 15-02552
Chapter 11 Petition filed April 6, 2015
In re Horse Tree Financial
Bankr. S.D. Tex. Case No. 15-31893
Chapter 11 Petition filed April 6, 2015
Filed Pro Se
In re 2555 N. MacGregor L.L.C.
Bankr. S.D. Tex. Case No. 15-31952
Chapter 11 Petition filed April 6, 2015
See http://bankrupt.com/misc/txsb15-31952.pdf
represented by: Reese W. Baker, Esq.
BAKER & ASSOCIATES
E-mail: courtdocs@bakerassociates.net
In re Insia Enterprises, Inc.
fdba Uvalde Market
Bankr. S.D. Tex. Case No. 15-31989
Chapter 11 Petition filed April 6, 2015
See http://bankrupt.com/misc/txsb15-31989.pdf
represented by: Ennio J. Diaz, Esq.
THE LAW OFFICE OF ENNIO J. DIAZ
E-mail: enniodiaz@aol.com
*********
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.
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 nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
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
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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 2015. All rights reserved. ISSN: 1520-9474.
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