/raid1/www/Hosts/bankrupt/TCR_Public/150415.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, April 15, 2015, Vol. 19, No. 105
Headlines
6D GLOBAL: Reports $471K Net Income in 2014
ACME HOLDING: Three Major Creditors Want Sale of Allied Bank
ALCO STORES: Sells Antitrust Claims vs. Visa, Mastercard
ALLEN SYSTEMS: Court Okays Hiring of Pachulski Stang as Counsel
ALLEN SYSTEMS: Court Okays Latham & Watkins as Special Counsel
ALTEGRITY INC: Hearing on Disclosure Statement Set for May 5
AMERICAN HERITAGE: S&P Raises Rating on 2006A Bonds From 'BB-'
AMERICAN NATURAL: Case Summary & 12 Largest Unsecured Creditors
ANCHOR BANCORP: Former Exec Convicted of Wire Fraud
ARCHDIOCESE OF ST. PAUL: Wants Aug. 3 Deadline for Victims' Claims
AURICO GOLD: S&P Puts 'B' CCR on CreditWatch Positive
BERNARD L. MADOFF: Investors Want Swindler to Sit for Deposition
BRIAR'S CREEK: Plan Outline Okayed; Confirmation Hearing May 13
BROOKSTONE INC: Postpetition Suit Allowed to Continue
CAROLINE WYLY: Wants Fur Stored Until November
CARPATHIAN GOLD: OSC Grants Temporary Management Cease Trade Order
CCO HOLDINGS: Moody's Rates Senior Unsecured Bonds at 'B1'
CHARTER COMMUNICATIONS: S&P Rates $1.5BB Unsecured Notes 'BB-'
CHINA XINGBANG: Baker Tilly HK Expresses Going Concern Doubt
COMJOYFUL INT'L: Marcum Expresses Going Concern Doubt
COMMSCOPE HOLDINGS: Moody's Affirms 'B1' CFR, Outlook Positive
CONCORDIA HEALTHCARE: Moody's Lifts Secured Debt Ratings to Ba2
D&L ENERGY: Reorganization Cases Converted to Chapter 7
DELTA PETROLEUM: Summary Judgment Partially Granted in ORRI Case
DENDREON CORP: Committee Wins Nod for Deloitte as Advisor
DENDREON CORP: Panel Can Hire Centerview as Investment Banker
DIAMONDBACK ENERGY: S&P Raises CCR to 'B+', Outlook Stable
DIGITAL DOMAIN: 20th Amendment to Final DIP Order Approved
DOMFOAM INTERNATIONAL: Price-Fixing Deal, Stay OK'd Ahead of Trial
EDUCATION MANAGEMENT: Finalizes $1.3B Debt Restructuring
ENERGY FUTURE: Files Ch. 11 Plan and Disclosure Statement
ENERGY FUTURE: Oncor Public Auction to Start in June
EPIQ SYSTEMS: S&P Lowers CCR to 'B+'; Outlook Negative
EVERYWARE GLOBAL: Moody's Downgrades PDR to 'D-PD'
EVERYWARE GLOBAL: Posts Net Loss of $3.5M in 3-Mos. Ended Dec. 31
FEDERAL VERIFICATION: Case Summary & 20 Top Unsecured Creditors
FLOLOR RESTAURANT: Voluntary Chapter 11 Case Summary
FULL MOUNT: Voluntary Chapter 11 Case Summary
GARLOCK SEALING: Plan Outline Okayed; Confirmation Hearing in 2016
GEVO INC: Deloitte & Touche Expresses Going Concern Doubt
GLOBAL DIGITAL: PMB Expresses Going Concern Doubt
GOURMET EXPRESS: Gets Revolving Credit to Survive
GRIDWAY ENERGY: Seeks July 6 Extension of Plan Filing Date
HARVEST OPERATIONS: Moody's Affirms 'B1' Corporate Family Rating
HUTCHESON MEDICAL: Atty Wrecked $20M Deal by Sharing Emails
JEFFREY P. ALEXANDER: Has Chief Restructuring Officer
KARMALOOP INC: Wants Bonuses for Non-Insider Employees
LABRADOR IRON: Gets Stay Order from Ontario Superior Court
LEE STEEL: Case Summary & 30 Largest Unsecured Creditors
LEE STEEL: Michigan Steel Supplier Files for Bankruptcy
LIFE PARTNERS: Judge Says Units Can Join Parent in Bankruptcy
LIFE UNIFORM: Bankruptcy Case Dismissed
LITTLE SAIGON NEWS: Case Summary & 15 Top Unsecured Creditors
MBAC FERTILIZER: OSC Grants Temporary Management Cease Trade Order
MELA SCIENCES: Posts $14.1-Million Net Loss in 2014
MONEYGRAM INT'L: S&P Lowers Issuer Credit Rating to B+
NELSON EDUCATION: Preparing to File for Bankruptcy in Canada
NSB ADVISORS: Court Approves Sale of Assets to Emancipation Mngt.
PERRY ELLIS: Moody's Lowers Sr. Subordinated Notes Rating to B3
POINT BLANK: Action to Compel Annual Meeting Not Barred by Stay
POINT BLANK: Shareholder Meeting Won't Violate Stay, Court Says
PRM FAMILY: Seeks Confirmation of Liquidating Plan
PUERTO RICO ELECTRIC: Bondholders Offer Forbearance Extension
RESSOURCES APPALACHES: Public Auction Slated for May 7
REVETT MINING: BDO USA Expresses Going Concern Doubt
RIVER-BLUFF: Wins Confirmation of Reorganization Plan
RIVERHOUNDS EVENT: Finance Row Sent To State Court
SHEN'S POWER: Case Summary & 18 Largest Unsecured Creditors
SHIROKIA DEVELOPMENT: Court Releases Craig Zim as Receiver
SPENDSMART NETWORKS: Ends 2014 with $1.24 Million in Cash
SPHERIX INC: Needs Additional Funds to Sustain Operations
SPINDLE INC: RBSM Expresses Going Concern Doubt
STANDARD REGISTER: Creditors' Committee Blast $275-Mil. Sale Plan
STANDARD REGISTER: Georgia-Pacific Wants Out of $2-Mil. Debt
TGI FRIDAYS: Moody's Raises CFR to B2 & Cuts 1st Lien Debt to B2
TRI-VALLEY CORP: K&L Gates Can't Exit Suit, Investors Say
TRINSEO S.A.: Moody's Affirms 'B2' CFR & Rates New Term Loan 'Ba3'
TRINSEO S.A.: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
TRISTAR ESPERANZA: Split Develops on Claims Subordination
TURNER GRAIN: Wants to Convert Case to Ch. 7 Liquidation
UNIVISION COMMUNICATIONS: S&P Retains 'B+' Sr. Secured Notes Rating
VENOCO INC: Bonds Drop to Record Low as Oct. Loan Maturity Looms
WALTER ENERGY: Lenders Want Junior Bond Payment Stopped
WET SEAL: Files Schedules of Assets and Liabilities
WET SEAL: Has Until Aug. 13 to Assume or Reject Unexpired Leases
WET SEAL: Pachulski Stang Approved to Represent Creditors Panel
WET SEAL: Province Approved as Committee's Financial Advisor
WISDOM HOMES: Incurs $1.98-Mil. Net Loss for FY Ended Dec. 31
*********
6D GLOBAL: Reports $471K Net Income in 2014
-------------------------------------------
6D Global Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the year
ended Dec. 31, 2014.
The Company reported net income of $471,000 on $11.8 million of
revenues for the year ended Dec. 31, 2014, compared with a net loss
of $813,000 on $9.64 million of revenues in 2013.
The Company's balance sheet at Dec. 31, 2014, showed $6.88 million
in total assets, $2.25 million in total liabilities, and
stockholders' equity of $4.63 million.
Marcum LLP had been previously engaged, at separate times from Li
and Company, PC, as the independent accounting firm of Six
Dimensions while it was a privately-held company and the acquirer,
for accounting purposes, under the Exchange. On Oct. 24, 2014, Six
Dimensions notified and confirmed with Marcum that it had been
dismissed as the independent accounting firm of Six Dimensions.
Marcum was never engaged as 6D Global's independent registered
public accounting firm at any time nor had Marcum had not issued
any financial reports related to 6D Global prior to its dismissal.
Li & Co. had been previously engaged, at separate times from
Marcum, as the independent accounting firm of Six Dimensions while
it was a privately-held company and the acquirer, for accounting
purposes, under the Exchange. On Oct. 24, 2014 Six Dimensions
notified Li & Co. that it had been dismissed as the independent
accounting firm of Six Dimensions. Li & Co. was not engaged as 6D
Global's' independent registered public accounting firm at any
time. The report of Li & Co. on Six Dimensions' consolidated
financial statements for the fiscal years ended Dec. 31, 2013
raised substantial doubt about Six Dimensions' ability to continue
as a going concern, noting that Six Dimension had an accumulated
deficit at Dec. 31, 2013, a net loss and net cash used in operating
activities for the year then ended. The reports of independent
registered public accounting firm Li & Co. regarding Six
Dimensions' financial statements for the fiscal years ended
December 31, 2013 did not contain any other adverse opinion or
disclaimer of opinion and were not otherwise qualified or modified
as to uncertainty, audit scope or accounting principles.
A copy of the Form 10-K is available at:
http://is.gd/PUhvcn
6D Global Technologies, Inc. provides digital business solutions
serving the digital marketing and technology needs of top tier
organizations worldwide. The company's service portfolio includes
mobile application development, digital and content management, big
data analysis, enterprise resource planning, and information
technology (IT) infrastructure staffing. It provides Web content
management, Web analytics, marketing automation, mobile
applications, business intelligence, and marketing cloud services.
The company also offers contract and contract-to-hire IT
professional staffing services. It serves the Fortune 500
commercial, nonprofit, and public sector enterprises in various
industries comprising healthcare, consumer, education,
manufacturing, and high tech sectors. 6D Global Technologies, Inc.
is based in New York, New York.
ACME HOLDING: Three Major Creditors Want Sale of Allied Bank
------------------------------------------------------------
George Waldon at Arkansas Business reports that three of Acme
Holding Co.'s four biggest creditors, led by Chambers Bank, believe
that a sale of Allied Bank, the $111 million-asset bank chartered
in Crawford County, would be in their best financial interests.
Arkansas Business relates that Chambers, its C Holdings affiliate
and Hildene Capital Management advocate a sale or dismissal of the
Company's reorganization. They believe that the owners, the Lex
Golden family, submitted a series of inequitable reorganization
plans based on unattainable projections, the report states.
According to Arkansas Business, the Goldens assert that Allied is
worth $10 million based on a 1.25 multiple of book value.
The other major creditor, Axys Capital Management, favors a
reorganization, Arkansas Business states. The report quoted Walter
Quinn, an owner of the Axys loan to Acme, as saying, "A conversion
[to Chapter 7] will likely leave no possibility of a distribution
to unsecured creditors because of the likelihood that [Chambers
Bank] will merely credit bid all or a portion of its claim and,
considering the very limited pool of possible buyers of a state
chartered bank, it is unlikely that the stock of Allied Bank would
fetch a sufficient sum to provide for a distribution to unsecured
creditors."
About Acme Holding Company
Headquartered in Mulberry, Arkansas, Acme Holding Company, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Ark. Case
No. 14-71315) on April 29, 2014, estimating assets up to $50,000,
and liabilities between $1 million and $10 million. The petition
was signed by Alexander "Lex" P. Golden, III, chief executive
officer. Judge Ben T. Barry presides over the case. Stanley V
Bond, Esq., at Bond Law Office, serves as the Debtor's bankruptcy
counsel.
Another filing was made on April 29, 2014, for Acme Holding (Case
No. 14-71316).
ALCO STORES: Sells Antitrust Claims vs. Visa, Mastercard
--------------------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reported
that Alco Stores Inc. is selling the antitrust claims it has
against Visa Inc. and MasterCard Inc., and, in order to maximize
the value of the claims, propose to hold an auction on April 20.
According to the report, bids will be due initially on April 16.
About ALCO Stores
ALCO Stores, Inc., operates 198 stores in 23 states throughout the
central United States. ALCO offers 35,000 items at its stores,
which are located at smaller markets usually not served by other
regional or national broad line retail chains. The company was
founded in 1901 as a general merchandising operation in Abilene,
Kansas.
ALCO is a public company, and its common stock is quoted on the
NASDAQ National Market tier of the NASDAQ Stock Market under the
ticker symbol "ALCS."
ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas,
Texas, on Oct. 12, 2014, with plans to let liquidators conduct
store closing sales or sell the business to a going-concern buyer.
Judge Stacey G. Jernigan presides over the Chapter 11 cases.
The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent. Michael Moore has been named consultant to
the
Debtors.
As of July 2014, ALCO Stores had assets totaling $222 million and
liabilities totaling $162 million. The bulk of the liabilities
was
total debt outstanding under a credit facility with Wells Fargo
Bank, National Association, of which the aggregate outstanding was
$104.2 million as of the Petition Date.
The Debtor received court approval to sell some of its real estate
along with store leases.
The U.S. Trustee for Region 6 appointed seven creditors to serve
in
the official committee of unsecured creditors of ALCO Stores, Inc.
The Law Office of Judith W. Ross serves as local counsel to the
Committee.
ALLEN SYSTEMS: Court Okays Hiring of Pachulski Stang as Counsel
---------------------------------------------------------------
Allen Systems Group, Inc., et al., sought and obtained permission
from the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to employ Pachulski Stang Ziehl & Jones LLF as
counsel for the Debtors, nunc pro tunc to the Feb. 18, 2015
petition date.
The Debtors require Pachulski Stang to:
(a) provide legal advice with respect to the Debtors' powers
and duties as debtors in possession in the continued
operation of their business and management of their
property;
(b) prepare on behalf of the Debtors any necessary
applications, motions, answers, orders, reports, and other
legal papers;
(c) appear in Court on behalf of the Debtors;
(d) prepare and pursue confirmation of a plan and approval of a
disclosure statement; and
(e) perform other legal services for the Debtors that may be
necessary and proper in these proceedings.
Pachulski Stang will be paid at these hourly rates:
Laura Davis Jones $1,025
David M. Bertenthal $875
Michael R. Seidl $675
Peter J. Keane $525
Patricia E. Cuniff $295
Pachulski Stang will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Pachulski Stang has received payments from the Debtors during the
year prior to the Petition Date in the amount of $250,000, which
includes the Debtors' aggregate filing fees for these cases, in
connection with its prepetition representation of the Debtors.
Laura Davis Jones, partner of Pachulski Stang, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Pachulski Stang can be reached at:
Laura Davis Jones, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899-8705
Tel: (302) 652-4100
Fax: (302) 652-4400
E-mail: ljones@pszjlaw.com
About Allen Systems
Allen Systems Group, Inc., and two affiliates provide
mission-critical enterprise information technology ("IT")
management software solutions to large enterprises and small and
medium-sized businesses. Founded in 1986 by Arthur L. Allen in
Naples, Florida, ASG has more than 100 offices worldwide, primarily
in the United States and Europe. As of Feb. 17, 2015, ASG had
1,054 employees in 114 locations in 25 countries.
Allen Systems and two affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 15-10332) in Delaware on Feb.
18, 2015. The case is assigned to Judge Kevin J. Carey.
The Debtor tapped Pachulski Stang Ziehl & Jones LLP as counsel;
Latham & Watkins LLP as special counsel; and Epiq Bankruptcy
Solutions as claims and noticing agent.
Allen Systems estimated $100 million to $500 million in assets and
$500 million to $1 billion in debt.
ALLEN SYSTEMS: Court Okays Latham & Watkins as Special Counsel
--------------------------------------------------------------
Allen Systems Group, Inc., et al., sought and obtained permission
from the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to employ Latham & Watkins LLP as special
counsel, nunc pro tunc to the Feb. 18, 2015 petition date.
Latham & Watkins will act as special counsel to the Debtors and
will advise the Debtors in the Representative Matters during the
Debtors' chapter 11 cases.
Latham & Watkins will be paid at these hourly rates:
Casey T. Fleck $1,105
Peter M. Gilhuly $1,215
John M. Jameson $1,150
Simon D. Powell $1,240
Elizabeth Y.J. Oh $945
Ted A. Dillman $910
Adam E. Malatesta $855
Sarah Hong $730
William A. Sohigian $555
Kathryn Bowman $460
Deborah E. Tailor $455
Latham & Watkins will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Peter M. Gilhuly, partner of Latham & Watkins, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Latham & Watkins can be reached at:
Peter M. Gilhuly, Esq.
LATHAM & WATKINS LLP
355 South Grand Ave.
Los Angeles, CA 90071
Tel: (213) 485-1234
E-mail: peter.gihuly@lw.com
About Allen Systems
Allen Systems Group, Inc., and two affiliates provide
mission-critical enterprise information technology ("IT")
management software solutions to large enterprises and small and
medium-sized businesses. Founded in 1986 by Arthur L. Allen in
Naples, Florida, ASG has more than 100 offices worldwide, primarily
in the United States and Europe. As of Feb. 17, 2015, ASG had
1,054 employees in 114 locations in 25 countries.
Allen Systems and two affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 15-10332) in Delaware on Feb.
18, 2015. The case is assigned to Judge Kevin J. Carey.
The Debtor tapped Pachulski Stang Ziehl & Jones LLP as counsel;
Latham & Watkins LLP as special counsel; and Epiq Bankruptcy
Solutions as claims and noticing agent.
Allen Systems estimated $100 million to $500 million in assets and
$500 million to $1 billion in debt.
ALTEGRITY INC: Hearing on Disclosure Statement Set for May 5
------------------------------------------------------------
Clarissa Hawes at Land Line reports that the Bankruptcy Court has
scheduled for May 5, 2015, the hearing to consider the approval of
the disclosure statement explaining Altegrity Inc.'s Chapter 11
plan, which proposes to liquidate the US Investigations Services.
Land Line relates that USIS lost key federal background check
contracts.
About Altegrity Inc.
Altegrity Inc. provides background investigations for the U.S.
government; employment background and mortgage screening for
commercial customers; technology-driven legal services and software
for data management; and investigative, analytic, consulting, due
diligence, and security services. Altegrity is principally owned
by investment funds affiliated with Providence Equity Partners.
Altegrity Inc. and 37 of its affiliates filed Chapter 11 Bankruptcy
petitions (Bankr. D. Del. Lease Case No. 15-10226) on Feb. 8,
2015.
Jeffrey S. Campbell signed the petitions as president and chief
financial officer. The Debtors disclosed total assets of $1.7
billion and total liabilities of $2.1 billion as of June 30, 2014.
M. Natasha Labovitz, Esq., Jasmine Ball, Esq., and Craig A. Bruens,
Esq., at Debevoise & Plimpton LLP serve as the Debtors' counsel.
Joseph M. Barry, Esq., Ryan M. Bartley, Esq., and Edmon L. Morton,
Esq., at Young, Conaway, Stargatt & Taylor, LLP, act as the
Debtors' Delaware and conflicts counsel. Stephen Goldstein and
Lloyd Sprung, at Evercore Group, LLC, are the Debtors' investment
bankers. Kevin M. McShea and Carrianne J. M. Basler, at
Alixpartners LLP serve as the Debtors' restructuring advisors.
Prime Clerk LLC is the Debtors' claims and noticing agent.
PricewaterhouseCoopers LLP serves as the Debtors' independent
auditors.
The U.S. Trustee for Region 3 appointed six creditors to serve on
the official committee of unsecured creditors.
AMERICAN HERITAGE: S&P Raises Rating on 2006A Bonds From 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating to
'BBB-' from 'BB-' on California Municipal Finance Authority's
series 2006A education revenue bonds, issued for the American
Heritage Education Foundation (AHEF), on behalf of the Heritage K-8
Charter School, and Escondido Charter High School (all three
composing Heritage Education). The outlook is stable.
"The raised rating reflect our view of AHEF's recent receipt of a
bondholder approved waiver for its fiscal 2011 financial covenant
violation, the remedy of which under the indenture had been
mandatory acceleration of the bonds," said Standard & Poor's credit
analyst Robert Dobbins. "In addition to the waiver, the
bondholders contemporaneously amended the indenture to remove
acceleration as a default remedy for nonpayment covenant
violations, which we believe eliminates future liquidity risk for
similar occurrences," Mr. Dobbins added.
The American Heritage Education Foundation is a California
nonprofit public benefit corporation organized for the purpose of
providing benefits to the educational programs and services at two
schools in Escondido: the Escondido Charter High School and
Heritage K-8 Charter School. Escondido Charter High School was
founded in 1996 to establish a California public charter school and
was incorporated in 2001. Escondido's original charter was
approved by the Escondido Union High School District in 1996 and
has been renewed three times; it is up for renewal again in April
2015. Each school prepares its own independent audit, as does the
foundation.
AMERICAN NATURAL: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: American Natural Resources, LLC
4121 S. Sheridan Ave.
Tulsa, OK 74145
Case No.: 15-80355
Chapter 11 Petition Date: April 13, 2015
Court: United States Bankruptcy Court
Eastern District of Oklahoma (Okmulgee)
Debtor's Counsel: Chad J. Kutmas, Esq.
MCDONALD, MCCANN & METCALF, CARWILE, LLP
15 E. Fifth Street, Suite 1800
Tulsa, OK 74103
Tel: (918) 430-3700
Fax: (918) 430-3770
Email: ckutmas@mmmsk.com
Debtor's BOSCHE MCDERMOTT LLP
Special 110 West Seventh Street
Counsel: Suite 900, Tulsa, Oklahoma 74119
Debtor's OPVEON
Litigation 907 South Detroit Avenue
Counsel: South 1040, Tulsa
Oklahoma 74120
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mickey Overall, managing member.
A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/okeb15-80355.pdf
ANCHOR BANCORP: Former Exec Convicted of Wire Fraud
---------------------------------------------------
Law360 reported that a former top executive of a bank that drew
$110 million from the government following the 2008 financial
crisis was convicted last week of using his position to sell a bank
asset in Texas while failing to disclose that he was receiving a
commission from the sale.
According to the report, David Weimert was found guilty by a
Wisconsin jury of five counts of wire fraud in relation to the sale
of Chandler Creek Business Park in Round Rock, Texas.
About Anchor Bancorp
Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. sought
protection under Chapter 11 of the Bankruptcy Code on Aug. 12,
2013 (Case No. 13-14003, Bankr. W.D. Wis.) to implement a
"pre-packaged" plan of reorganization in order to facilitate the
restructuring of the Company and the recapitalization of
AnchorBank, fsb, a wholly-owned subsidiary of the Company.
As of March 31, 2013, the Debtor listed total assets of
$2,367,583,000 and total liabilities of $2,427,447,000. Chief
Judge Robert D. Martin oversees the Chapter 11 case. The Debtor
is represented by Kerkman Dunn Sweet DeMarb as lead bankruptcy
counsel and Skadden, Arps, Slate, Meagher & Flom LLP, as special
counsel. CohnReznick LLP serves as the Debtor's financial
advisor.
Anchor BanCorp is a registered savings and loan holding company
incorporated under the laws of the State of Wisconsin. The
Company is engaged in the savings and loan business through its
wholly owned banking subsidiary, AnchorBank, fsb.
Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank FSB,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision. The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.
In connection with the Plan, the Company has entered into
definitive stock purchase agreements with institutional and other
private investors as part of a $175 million recapitalization of
the institution. No new investor will own in excess of 9.9
percent of the common equity of the recapitalized Holding Company.
The reorganization filing includes only Anchor BanCorp, the
holding company for the Bank, allowing the Bank to remain outside
of bankruptcy and to continue normal operations. The Bank
operates 55 offices throughout Wisconsin. Operations at the Bank
will continue as usual throughout the reorganization process.
Anchor BanCorp Wisconsin Inc. on Aug. 30 disclosed that the
Holding Company has received court approval of its recently
announced plan of reorganization. U.S. Bankruptcy Court Judge
Robert Martin approved the plan at a hearing on Aug. 30.
ARCHDIOCESE OF ST. PAUL: Wants Aug. 3 Deadline for Victims' Claims
------------------------------------------------------------------
Elizabeth Mohr, writing for Twincities.com, reports that the
Archdiocese of Saint Paul and Minneapolis is asking the Bankruptcy
Court to move the May 25, 2016 deadline for victims to file claims
to Aug. 3, 2015.
The Bankruptcy Court will hold a hearing on April 16, 2015, to
consider the Archdiocese's request.
Publicity has alerted victims who might wish to file a claim,
Twincities.com states. Citing the Archdiocese, Twincities.com
relates that since whistleblower efforts gained momentum in 2013,
church officials have reviewed personnel files to identify accused
priests and possible victims, the church has disclosed names of
"credibly accused" clergy, and the issue of clergy abuse has been
covered by media.
Archbishop John Nienstedt said in a statement that the Aug. 3
deadline would "add certainty" and would speed up the
reorganization process and that they "will be extensively
publicizing the approved date locally and nationally so all
claimants will have a fair opportunity to participate in the
process."
According to Twincities.com, Jeff Anderson attorneys, who represent
many of the victims, argued that, even if the window for claims was
reduced for the Archdiocese, victims are still allowed the
legislative deadline to file claims against parishes. Based on
similar bankruptcy cases, the existing claims likely won't be
resolved until that May 25, 2016, deadline, the report says, citing
the attorneys.
Twincities.com relates that the creditors committee also objected
to the Archdiocese's deadline request.
About Archdiocese of St. Paul
The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chisago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties. There are 187 parishes and approximately 825,000
Catholic individuals in the region. These individuals and parishes
are served by 3999 priests and 173 deacons.
The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.
The Debtor disclosed $45,203,010 in assets and $15,890,460 in
liabilities as of the Chapter 11 filing.
The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC d/b/a Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.
Eleven other dioceses have commenced Chapter 11 bankruptcy cases in
the United States to settle claims from current and former
parishioners who say they were sexually molested by priests.
* * *
According to the Court's docket, the Debtor's exclusivity period
for filing a Chapter 11 plan and disclosure statement ends on May
18, 2015. Governmental proofs of claims are due July 15, 2015.
AURICO GOLD: S&P Puts 'B' CCR on CreditWatch Positive
-----------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Toronto-based AuRico Gold Inc., including its 'B' long-term
corporate credit rating, on CreditWatch with positive implications.
"The CreditWatch placement follows the announcement that AuRico and
Toronto-based Alamos Gold Inc. plan to combine their respective
companies in a 'merger of equals' transaction," said Standard &
Poor's credit analyst Jarrett Bilous.
Under the terms of the merger, AuRico and Alamos shareholders will
each own 50% of the newly created company, MergeCo, with a
transaction equity value of about US$1.5 billion.
The CreditWatch placement reflects the potential that the merger
would be a credit positive transaction for AuRico. In S&P's view,
it expects MergeCo will have a comparatively stronger balance sheet
and modestly improved competitive position from the corresponding
increase in operating diversity. On a pro forma basis, S&P expects
MergeCo to produce up to 425,000 ounces of gold in 2015 from three
mines, with additional development opportunities. In addition,
MergeCo will have a cash position approaching US$430 million and
total debt of just below US$340 million, which increases financial
flexibility. Given that AuRico's senior secured bonds are expected
to account for effectively all of MergeCo's debt outstanding, S&P
believes the incremental earnings and cash flow from the merger
could result in a relative improvement in core credit ratios.
The merger is subject to shareholder and regulatory approvals and
S&P expects it to close in the second quarter of 2015. At this
time, the status of AuRico's senior secured revolver and bonds are
unknown, specifically as it relates to security and guarantees.
However, S&P believes the facilities will remain outstanding as the
proposed transaction does not trigger change-of-control provisions
(AuRico is considered the acquirer of Alamos from a tax
perspective) and S&P do not expect the company to raise any new
debt.
S&P plans to resolve the CreditWatch once completion of the
transaction becomes clear, at which time S&P could raise the
long-term corporate credit rating on AuRico, although likely not by
more than one notch. S&P will reassess the issue-level rating on
AuRico's senior secured notes after assessing the status of the
notes within MergeCo's capital structure, including any changes to
security and guarantees.
BERNARD L. MADOFF: Investors Want Swindler to Sit for Deposition
----------------------------------------------------------------
Law360 reported that a group of investors who say they lost their
life savings in Bernie Madoff's Ponzi scheme asked a New York
federal judge for permission to take the con man's deposition in
litigation against the estate of one of his former top clients.
According to the report, Lance Gotthoffer, an attorney for the
investors, told Judge John Koeltl during a hearing in Manhattan
court that Mr. Madoff's testimony was needed to potentially file an
amended complaint against the estate of Jeffry Picower, who died in
October 2009 after being revealed as a major beneficiary of the
fraud. Mr. Gotthoffer said the request was urgent because Mr.
Madoff, 76, could suddenly die or lose his mental faculties while
serving a 150-year prison term, the report related.
The case is In Re: Bernard L. Madoff Investment Securities LLC,
case number 1:14-cv-06790, in the U.S. District Court for the
Southern District of New York.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970. The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation
of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr.
Picard has retained AlixPartners LLP as claims agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern -- assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).
The Chapter 15 case was later transferred to Manhattan. In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. The fifth pro
rata interim distribution slated of Jan. 15, 2015, totaled $322
million, and brought the amount distributed to eligible claimants
to $7.2 billion, which includes more than $823 million in advances
committed to the SIPA Trustee for distribution to allowed
claimants
by the SIPC.
As of Nov. 30, 2014, the SIPA Trustee has recovered or reached
agreements to recover approximately $10.5 billion since his
appointment in December 2008.
BRIAR'S CREEK: Plan Outline Okayed; Confirmation Hearing May 13
---------------------------------------------------------------
Creek Golf, LLC d/b/a The Golf Club at Briar's Creek is set to seek
confirmation of its sale-based Chapter 11 plan on May 13.
The Debtor on April 6 won approval of the disclosure statement
explaining its Chapter 11 plan. The order provides:
* May 6, 2015, is fixed as the last day for filing and serving,
pursuant to Bankruptcy Rule 3020(b)(1), written objections to the
confirmation of the plan.
* May 6, 2015, is fixed as the last day for filing ballots
accepting or rejecting the Plan.
* The hearing on the confirmation of the plan will be held on
May 13, 2015, at 10:30 a.m. at King & Queen Building, 145 King
Street, Room 225, Charleston, South Carolina.
The Court approved the Disclosure Statement filed on Feb. 27, 2015,
subject to an addendum filed March 31, 2015.
The Addendum provides, among other things:
-- The purchased assets under the APA include the declarant and
developer rights in the Debtor's real property.
-- Purchaser has prepared its New Club Transition Plan and New
Club Membership Plan. These new club documents can be reviewed
upon written request to Debtor's counsel at
bmccarthy@mccarthy-lawfirm.com or dreynolds@mccarthy-lawfirm.com.
-- Condemnation proceeds, if any, received after entry of the
final order approving sale will be paid to the successful purchaser
at such sale and/or the Property Owner's Association ("POA") at
Briar's Creek on terms and in amounts which are jointly acceptable
to them.
-- While the fair market value of the Debtor’s real property
will ultimately be determined through a sale, the Debtor believes
that the proposed sale price of $11,300,000 represents fair market
value for the property.
-- At this time the Debtor does not believe any Chapter 5 causes
of action have any value. Any funds remaining with the Debtor
after will be distributed to Creditors pursuant to the terms of the
Plan.
-- April 24, 2015 is established as the last day for a
non-government creditor to file claims against the Debtor in this
case. Aug. 10, 2015 will remain the deadline for filing of claims
by government entities.
A copy of the Addendum is available for free at:
http://bankrupt.com/misc/Briars_Creek_DS_Addendum.pdf
The Sale-Based Plan
The Debtor intends to exit bankruptcy through a sale of its assets
and distribution of sale proceeds to creditors.
The Debtor has filed a motion for entry of an order approving the
terms of a sale of substantially all of the assets to Briar's Creek
Holdings, LLC, a Delaware limited liability company, or its assigns
as purchaser pursuant to 11 U.S.C. Sec. 363 for a purchase price of
$11,300,000.
The purchase price consists of $7,400,000 in cash and assumption of
the approximately $3,890,732 secured debt owed to Edward L. Myrick,
Sr., plus assumption of the post-closing liabilities under the
Debtor's executory contracts and a post-closing commitment to
infuse $2,000,000 into a new operating reserve.
The proposed sale is subject to higher or otherwise better offers.
The Debtor owns a private golf club on Johns Island, South
Carolina, with approximately 198 active members and 77 resigned
members, and is engaged in the business of operating its private
golf club and developing its real property. The Debtor's assets
consist primarily of real estate, specifically including an 18-hole
golf course, practice facilities, a clubhouse, dining and country
club facilities, golf maintenance and storage buildings, eight
developed lots, unimproved land for development.
About Briar's Creek
Briar's Creek Golf, LLC, sought Chapter 11 protection (Bankr. D.
S.C. Case No. 15-00712) in Charleston, South Carolina, on Feb. 9,
2015.
The Debtor owns The Golf Club at Briar's Creek, in Johns Island,
South Carolina. The Debtor disclosed that the property's value is
unknown and the property secures $6.74 million of debt. Secured
creditors Edward L. Myrick Sr. and South Coast Community Bank are
owed $3.89 million and $2.85 million.
The Debtor is pursuing a sale of substantially all of its assets
to
Briar's Creek Holdings, LLC, for a purchase price of $11.3
million,
which consists of $7.4 million in cash and assumption of the $3.9
million secured debt owed to Edward L. Myrick, Sr., plus
assumption
of the post-closing liabilities under the Debtor's executory
contracts.
The Hon. John E. Waites presides over the bankruptcy case.
The Debtor is represented by G. William McCarthy, Jr., Esq.,
Daniel
J. Reynolds, Jr., Esq., and W. Harrison Penn, Esq., at McCarthy
Law
Firm, LLC, in Columbia, South Carolina.
The Debtor also filed an application to appoint Ouzts Ouzts &
Company as accountants, and Dixon Hughes to file tax returns and
do
other related accounting functions. The Debtor tapped Keen Summit
as its business broker to assist in the marketing and sale of
assets.
BROOKSTONE INC: Postpetition Suit Allowed to Continue
-----------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. District Judge William H. Walls in Newark,
New Jersey, allowed a lawsuit filed by a consumer after Brookstone
Inc. emerged from Chapter 11 to continue, saying the plaintiff was
in the category of an unknown creditor for whom notice by
publication might be sufficient.
According to the report, Brookstone published notice once in the
national edition of USA Today 26 days before the bankruptcy judge
signed the confirmation order. Judge Walls said cases from the
Third Circuit, which includes Delaware and New Jersey, found notice
was adequate if published in multiple newspapers.
The is Muldrow v. Brookstone Inc., 14-07937, U.S. District Court,
District of New case Jersey (Newark).
About Brookstone Holdings
Brookstone Holdings Corp. and its affiliated debtors on April 3,
2013, filed for relief under Chapter 11 (Bankr. D. Del. Lead Case
No. 14-10752) with a plan to sell its business to another
retailer.
Specialty retailer Brookstone operated 242 retail stores across 40
states and Puerto Rico as of Feb. 1, 2014. Of those stores, 195
are generally located near "center court" in America's top
retail centers and 47 are located in airports. Brookstone
also operates an e-commerce business that includes the Brookstone
catalog and http://www.Brookstone.com/
An affiliate of Spencer Spirit Holdings Inc., the parent of gift-
shop chain Spencer's, has signed a deal to pay $147 million in
exchange for 100% of the reorganized debtor's equity, absent
higher and better offers from other parties. As of Dec. 31, 2013,
Spencer operated 644 stores in 49 states and Canada.
As of the bankruptcy filing, the Debtors owe more than $50 million
on a senior secured prepetition credit facility ($34.1 million on
a revolver, $12.3 million on a term loan and $4.7 million on
account of letters of credit), and $137.3 million to holders of
junior notes. The Debtors estimate that their unsecured debt is
between $75 million and $85 million.
The agreement with Spencer contemplates that Brookstone,
headquartered in New Hampshire, will continue to operate its mall
and airport stores, catalog, website, and wholesale channels,
under the Brookstone brand with current employees remaining at
their respective locations.
The Debtors have tapped K&L Gates LLP and Landis Rath & Cobb LLP
as attorneys, Deloitte Financial Advisory Services LLP as their
financial advisors, Jefferies LLC as their investment banker, and
Kurtzman Carson Consultants as claims agent.
The DIP lenders are represented by Stroock & Stroock & Lavan LLP
and Young Conaway Stargatt & Taylor LLP.
Brookstone Holdings Corp., et al., notified the U.S. Bankruptcy
Court for the District of Delaware that the effective date of
their Second Modified Joint Chapter 11 Plan of Reorganization
occurred on July 7, 2014. The Plan was confirmed on June 24.
CAROLINE WYLY: Wants Fur Stored Until November
----------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Caroline Wyly asked a bankruptcy court's
permission to pay the $17,150 it will cost to store her collection
of 49 furs until November or December, when prices are higher.
According to the report, Caroline Wyly, known as Dee, stores her
pelt collection with a local furrier, who hasn't been paid $7,200.
Under Texas law, the furrier has the equivalent of a secured claim
because it has possession of the furs, the report related.
About Caroline Wyly
Caroline Wyly is the widow of business tycoon Charles Wyly. She
and her brother-in-law Sam Wyly sought Chapter 11 bankruptcy
protection as leverage to settle a looming tax bill and a $329
million claim from the Securities and Exchange Commission. Her
bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy
Court, Northern District Texas (Dallas).
About Samuel Wyly
Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge
ordered him to pay several hundred million dollars in a civil
fraud case. In September 2014, a federal judge ordered Mr. Wyly
and the estate of his deceased brother to pay more than $300
million in sanctions after they were found guilty of committing
civil fraud to hide stock sales and nab millions of dollars in
profits.
CARPATHIAN GOLD: OSC Grants Temporary Management Cease Trade Order
------------------------------------------------------------------
Carpathian Gold Inc. is providing this bi-weekly default status
report in accordance with National Policy 12-203 respecting Cease
Trade Orders for Continuous Disclosure Defaults. On March 30,
2015, the Corporation announced that, for the reasons set out in
the Default Announcement, the filing of the Corporation's audited
annual financial statements, related management's discussion and
analysis, annual information form, and accompanying CEO and CFO
certifications for the financial year ended December 31, 2014 would
not be completed by the prescribed period for the filing of such
documents under Parts 4 and 5 of National Instrument 51-102
respecting Continuous Disclosure Obligations and pursuant to
National Instrument 52-109 respecting Certification of Disclosure
in Issuer's Annual and Interim Filings, namely within 90 days of
the year-end, being March 31, 2015.
As a result of this delay in the filing of the Required Filings,
the Ontario Securities Commission granted a temporary management
cease trade order on April 6, 2014 against the Corporation's Chief
Executive Officer and Chief Financial Officer, as opposed to a
general cease trade order against the Corporation. The MCTO
prohibits all trading in securities of the Corporation, whether
directly or indirectly, by the Corporation's Chief Executive
Officer and Chief Financial Officer. The MCTO does not affect the
ability of shareholders who are not insiders of the Corporation to
trade their securities. However, the applicable Canadian
securities regulatory authorities could determine, in their
discretion, that it would be appropriate to issue a general cease
trade order against the Corporation affecting all of the securities
of the Corporation.
Carpathian's Board of Directors and management confirm that they
are working expeditiously to meet the Corporation's obligations
relating to the filing of the Required Filings no later than
April 30, 2015.
Pursuant to the provisions of the alternative information
guidelines specified in Section 4.4 of NP 12-203, the Corporation
reports that since the Default Announcement:
-- There have been no material changes to the information
contained in the Default Announcement;
-- There have been no failures by the Corporation to fulfill its
stated intentions with respect to satisfying the provisions of the
alternative reporting guidelines;
-- There has not been, nor is there anticipated to be, any
specified default subsequent to the default which is the subject of
the Default Announcement; and
-- There is no other material information respecting the
Corporation's affairs that has not been generally disclosed.
Until the Required Filings have been filed, the Corporation intends
to continue to satisfy the provisions of the alternative
information guidelines specified in Section 4.4 of NP 12-203 by
issuing bi-weekly default status reports in the form of further
press releases, which will also be filed on SEDAR. The Corporation
would file, to the extent applicable, its next default status
report on or about April 28, 2015.
Should Carpathian fail to file the Required Filings by April 30,
2015 or fail to provide bi-weekly status reports in accordance with
NP 12-203, the OSC can impose a cease trade order on Carpathian,
such that all trading in securities of the Corporation cease for
such period as the OSC may deem appropriate.
About Carpathian
Carpathian is an exploration and development company whose primary
business is gold production at its 100% owned Riacho dos Machados
Gold Project in Brazil. In addition, it is also focused on
advancing its exploration and development plans on its 100% owned
Rovina Valley Au-Cu Project located in Romania.
CCO HOLDINGS: Moody's Rates Senior Unsecured Bonds at 'B1'
----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
senior unsecured bonds of CCO Holdings, LLC (CCOH, a wholly owned
subsidiary of Charter Communications, Inc. (Charter). The company
expects to use proceeds primarily to repurchase CCOH's tendered
7.250% senior notes due 2017 and 8.125% senior notes due 2020 and
to pay related fees and expenses. Charter's Ba3 CFR and stable
outlook are unchanged.
The transaction would favorably extend maturities and lower
interest expense.
CCO Holdings, LLC
-- Senior Unsecured Bonds, Assigned B1, LGD5
On March 31, Charter announced plans to acquire Bright House
Networks (Bright House). If Charter consummates this acquisition,
the guarantee of the proposed bonds by Charter will fall away,
while existing CCOH bonds will continue to benefit from this
guarantee. This provision could give existing CCOH bondholders more
contractual protection than holders of the proposed bonds would
have. However, all bondholders remain subordinate to first lien
bank debt (approximately $7.5 billion including the amount in
escrow to help fund the previously announced Comcast-Time Warner
Cable transactions). Given that the BrightHouse transaction has not
yet closed and Charter's flexibility to move those assets to other
entities, Moody's ranks the proposed CCOH senior unsecured bonds on
par with the existing CCOH senior unsecured bonds. However, Moody's
will continue to evaluate this ranking over time as the capital
structure evolves.
The principal methodology used in these ratings was Global Pay
Television - Cable and Direct-to-Home Satellite Operators published
in April 2013. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.
One of the largest domestic cable multiple system operators serving
approximately 4.3 million residential video customers (6.2 million
customers in total), Charter Communications, Inc. (Charter)
maintains its headquarters in Stamford, Connecticut. Its annual
revenue is approximately $9.1 billion.
On April 28, Charter announced an agreement with Comcast
Corporation (Comcast) whereby Charter will acquire approximately
2.9 million former Time Warner Cable (TWC) subscribers. Charter
will also acquire an approximately 33% ownership stake in a new
publicly-traded cable provider (GreatLand) to be spun-off from
Comcast serving approximately 2.5 million customers.
CHARTER COMMUNICATIONS: S&P Rates $1.5BB Unsecured Notes 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '4' recovery rating to the proposed $1.5 billion
aggregate principal of senior notes due 2023 and 2025 to be issued
by CCO Holdings LLC and CCO Holdings Capital Corp., subsidiaries of
Charter Communications Inc. (CCI). The '4' recovery rating
indicates S&P's expectation for average (30%-50%; lower half of the
range) recovery for note holders in the event of a payment default.
At the same time, S&P placed the 'BB-' issue-level rating on the
proposed notes on CreditWatch with positive implications, in line
with the existing senior unsecured debt.
The proposed notes are guaranteed on a senior unsecured basis by
parent company CCI, similar to the existing senior unsecured notes.
However, the guarantee will fall away upon the completion of the
acquisition of Bright House Networks LLC. Assuming the acquisition
is completed, the proposed notes would rank behind the existing
senior unsecured notes under a default scenario, in respect to the
assets that are held in entities between CCO Holdings and CCI.
However, in S&P's opinion, the difference in asset value is not
material enough to warrant a ratings distinction between the
proposed notes and existing unsecured debt. The most material
asset would include Charter Communications Holdings LLC's 33%
interest in GreatLand Connections Inc. (a $1.6 billion book value),
along with other assets, intercompany loans, and preferred stock
that have a total book value of about $1.2 billion. As a result,
the proposed notes could have a modestly lower recovery than the
existing senior unsecured notes within our '4' recovery band.
However, the assets that are held at entities above CCO Holdings
are outside the bond-restricted group, and therefore, their value
may not be available to any of the unsecured lenders at CCO
Holdings in a default scenario.
Proceeds from the notes, along with potential borrowings under
Charter Communications Operating LLC's revolving credit facility,
will be used to repurchase the tendered amount of the company's
7.25% senior notes due 2017 ($1 billion outstanding) and 8.125%
notes due 2020 ($700 million outstanding).
The 'BB-' corporate credit rating on CCI remains on CreditWatch
with positive implications, where it was placed on March 31, 2015.
RATINGS LIST
Charter Communications Inc.
Corporate Credit Rating BB-/Watch Pos
New Rating; Placed On CreditWatch
Charter Communications Inc.
Senior Unsecured
$1.5 bil. sr unsecured nts BB-/Watch Pos
Recovery Rating 4L
CHINA XINGBANG: Baker Tilly HK Expresses Going Concern Doubt
------------------------------------------------------------
China Xingbang Industry Group Inc. filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K for the year
ended Dec. 31, 2014.
Baker Tilly Hong Kong Limited expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company's operations resulted in used cash in operations of $2.48
million for the year ended Dec. 31, 2014. As of Dec. 31, 2014, the
Company had an unappropriated accumulated deficit of $8.5 million
and a working capital deficiency of $7.98 million.
The Company reported a net loss of $3.47 million on $37,500 of
total revenue for the year ended Dec. 31, 2014, compared with a net
loss of $3.19 million on $19,900 of total revenue in 2013.
The Company's balance sheet at Dec. 31, 2014, showed $1.18 million
in total assets, $8.46 million in total liabilities, and a
stockholders' deficit of $7.28 million.
A copy of the Form 10-K is available at:
http://is.gd/KcZagS
Based in the city of Guangzhou, Guangdong Province, China,
Guangdong Xingbang is a company principally engaged in the
provision of marketing consultancy services to manufacturers,
distributors and other businesses and local governments in the
lighting, ceramics and other home furnishings industry in the PRC.
COMJOYFUL INT'L: Marcum Expresses Going Concern Doubt
------------------------------------------------------
Comjoyful International Company filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the year
ended Dec. 31, 2014.
Marcum Bernstein & Pinchuk LLP expressed substantial doubt about
the Company's ability to continue as a going concern, citing that
the Company has negative working capital, suffered recurring losses
from operations, and has a net capital deficiency.
The Company reported a net loss of $3.21 million on $1.04 million
of revenues for the year ended Dec. 31, 2014, compared to a net
loss of $3.09 million on $569,000 of revenues in 2013.
The Company's balance sheet at Dec. 31, 2014, showed $1.22 million
in total assets, $6.33 million in total liabilities, and a
stockholders' deficit of $5.11 million.
A copy of the Form 10-K is available at:
http://is.gd/2pyzRN
The company was formerly known as Camelot Corporation and changed
its name to Comjoyful International Company in January 2013.
Comjoyful was incorporated in 1975 and is based in Beijing, China.
Comjoyful does not have significant operations. The company
intends to acquire an operating company. Previously, it focused on
the mineral exploration activities in the United States.
COMMSCOPE HOLDINGS: Moody's Affirms 'B1' CFR, Outlook Positive
--------------------------------------------------------------
Moody's Investors Service confirmed CommScope Holdings Company,
Inc.'s ratings including its B1 corporate family rating. The
ratings were placed under review for possible downgrade on Jan. 28,
2015, when CommScope announced its plan to acquire a portion of TE
Connectivity's network solutions business. The ratings outlook is
positive.
The confirmation of the B1 corporate family rating reflects the
scale and strong market position of the combined businesses along
with CommScope's track record of successfully integrating large
acquisitions despite the increase in leverage at closing. Although
the final capital structure post closing of the network solutions
business acquisition has not been determined, leverage is estimated
to be between 5x and 5.5x (and 4.5x to 5x pro forma for
restructuring costs and certain expected synergies). Leverage at
closing is high for the rating but expected to decline towards 4x
over the next two years driven by debt paydown and realization of
synergies from combining the businesses. The positive ratings
outlook reflects the expectation that CommScope will focus on
paying down debt over the next several years and refrain from
additional large acquisitions until the network solutions business
is integrated.
The acquisition is complementary to CommScope's existing broadband
and enterprise business and further diversifies their geographic
and end market customer bases. The combination will provide
CommScope with a leading position in providing fiber optic
connectors and cable assemblies for telecom, broadband and
enterprise networks. Pro forma for the transaction, the combined
entity will have approximately $5.8 billion of revenue. The
acquisition reduces CommScope's concentration in the wireless
industry from approximately 65% to 46% of revenues. Overall its
exposure to the broadly defined telecommunications industry (which
also includes wireline telecom, cable television and other
broadband providers) does not meaningfully change however.
CommScope's SGL-1 rating is supported by cash on hand of $729
million at December 2014 and access to a $400 million revolver
($322 million available as of December 2014). If the company funds
the aforementioned transaction with a substantial amount of their
existing cash balances or draws on the revolver, the SGL-1 rating
could come under downward pressure.
The ratings could be upgraded if the company successfully
integrates TE Connectivity's network solutions business and
leverage is on track to get to 4x. Though an upgrade is not
contingent on CommScope instituting a Board with majority
representation by independent directors, it would be considered a
positive from a corporate governance perspective. Currently, The
Carlyle Group retains a majority of the Board seats though their
ownership has fallen to approximately 43% of outstanding stock. The
ratings could be downgraded if leverage is expected to remain above
5.5x on other than a temporary basis.
Ratings on the existing debt instruments have been confirmed,
however they could be impacted by the amounts of secured and
unsecured debt used to fund the acquisition.
Outlook Actions:
Issuer: CommScope Holding Company, Inc.
-- Outlook, Changed To Positive From Rating Under Review
Confirmations:
Issuer: CommScope Holding Company, Inc.
-- Probability of Default Rating, Confirmed at B1-PD
-- Corporate Family Rating, Confirmed at B1
-- Senior Unsecured Regular Bond/Debenture, Confirmed at B3
(LGD6)
Issuer: Commscope, Inc.
-- Senior Secured Bank Credit Facilities, Confirmed at Ba2
(LGD2)
-- Senior Unsecured Regular Bond/Debentures, Confirmed at B2
(LGD4)
Affirmations:
Issuer: CommScope Holding Company, Inc.
-- Speculative Grade Liquidity Rating, Affirmed SGL-1
The principal methodology used in these ratings was Global
Manufacturing Companies published in July 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.
CommScope Holding Company, Inc., headquartered in Hickory, North
Carolina, is a leading global provider of connectivity and
infrastructure solutions targeted towards the wireless industry,
cable, and telecom service providers as well as the enterprise
market.
CONCORDIA HEALTHCARE: Moody's Lifts Secured Debt Ratings to Ba2
---------------------------------------------------------------
Moody's Investors Service upgraded the rating of Concordia
Healthcare Corp's proposed senior secured credit facilities to Ba2
from Ba3 after the company reduced the amount of term loan by $75
million (to $575 million from $650 million). The amount of the
proposed notes offering was also increased by $125 million to $735
million. The incremental debt being incurred will increase balance
sheet cash which Moody's expects will be used to fund future
business development activities. The revolving credit facility will
also be upsized to $125 million from $100 million. The changes in
the structure also resulted in the rating on the unsecured notes
being upgraded to B3 from Caa1 due to a decrease in subordination
resulting from the lower amount of secured debt in the capital
structure.
Concurrently, Moody's affirmed the B2 Corporate Family Rating, and
the B2-PD Probability of Default Rating. The rating outlook is
stable.
The proceeds of the debt offering will be used, along with equity,
to fund the $1.2 billion acquisition of substantially all of the
assets of Covis Pharma Holdings Sarl (B3 under review), refinance
existing debt and pay related fees and expenses.
Ratings upgraded:
-- $125 million senior secured revolving facility expiring 2020
to Ba2 (LGD2) from Ba3 (LGD2)
-- $575 million senior secured term loan B due 2022 to Ba2
(LGD2) from Ba3 (LGD2)
-- $735 million senior unsecured notes due 2023 to B3 (LGD5)
from Caa1 (LGD5)
Ratings affirmed:
-- Corporate Family Rating at B2
-- Probability of Default Rating at B2-PD
-- Speculative Grade Liquidity Rating at SGL-2
The outlook is stable.
The B2 Corporate Family Rating of Concordia reflects its small size
(with pro forma revenue of just over $300 million for 2014) and
limited operating history, having only begun operations in May 2013
through a series of acquisitions. The rating is constrained by the
significant leverage being incurred to fund the acquisition of
assets from Covis, with pro forma 2014 adjusted debt to EBITDA of
approximately 6.2x. Further, Moody's anticipates the company will
continue to actively pursue debt-funded acquisitions, which will
result in the incurrence of incremental debt. Natural declines in
Concordia's portfolio of brands and its limited internal R&D
pipeline will require continued acquisitions to sustain longer-term
growth.
The rating is supported by the company's extremely high profit
margins, low cash taxes and low capital expenditures which will
result in high conversion of revenue into free cash flow. The B2
also reflects the relatively stable, albeit declining, revenue and
profit generated by most legacy brand products. These products are
not likely to face sudden declines due to competitive dynamics and
have low risk of market withdrawal due to safety reasons. The
company will also be reasonably well diversified by product (with
the largest product generating around 22% of revenue in 2015) and
well diversified in terms of manufacturing owing to the fact that
it uses a variety of third party suppliers for all of its
manufacturing and supply chain needs.
The rating outlook is stable, reflecting Moody's expectation that
the company will generate good free cash flow but that leverage
will not materially decline as cash flow and incremental debt will
be deployed toward future acquisitions.
The ratings could be upgraded if Moody's expects debt to EBITDA to
be sustained below 4.5x and free cash flow to debt to be sustained
above 15%. An upgrade could be supported if the company develops
its drug pipeline such that Moody's believes the business model is
not solely reliant on acquisitions for growth.
The ratings could be downgraded if debt to EBITDA is expected to be
sustained above 5.5x or if free cash flow to debt is sustained
below 5%. Weakened liquidity and/or rising payor and government
scrutiny on rising drug prices that could put Concordia's business
model at risk could also lead to a downgrade.
The principal methodology used in these ratings was Global
Pharmaceutical Industry published in December 2012. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
Concordia is a pharmaceutical company focused on legacy products
(i.e., those that have already substantially declined due to
generic competition) and orphan drugs (i.e., those with a small
addressable patient population but high unmet need). Concordia is
publicly listed on the Toronto Stock Exchange. Moody's estimates
revenue, pro forma for the acquisition of the Covis assets, of
greater than $300 million for 2014.
D&L ENERGY: Reorganization Cases Converted to Chapter 7
-------------------------------------------------------
U.S. Bankruptcy Judge Kay Woods converted the Chapter 11 cases of D
& L Energy, Inc., & Petroflow, Inc., to those under Chapter 7 of
the Bankruptcy Code.
The Court also noted that the State of Ohio expressed concern about
the potential environmental impact of a Chapter 7 trustee
abandoning any remaining wells or property of the estate that is
subject to being permitted by the State of Ohio. To address the
concerns, the Chapter 7 trustee may abandon property by negative
notice, the Court will conduct a hearing on any notice of
abandonment of any Well and provide an opportunity for the State of
Ohio or any party-in-interest to be heard concerning the proposed
abandonment.
Objections to the motion were overruled.
As reported in the Troubled Company Reporter on March 24, 2015, the
U.S. Bankruptcy Court held in abeyance until March 25, 2015, the
hearing on the motion of the U.S. Trustee to convert the cases from
Chapter 11 to a Chapter 7 proceeding. The Court was slated to
consider the matter at a hearing on March 17.
The Debtors and parties-in-interest objected to motion of Daniel M.
McDermott, U.S. Trustee for Region 9, to convert the cases.
The Debtors stated that if the cases are converted to Chapter 7
proceedings, and assuming a permanent trustee is appointed by April
15, 2015, Section 546's two year statute of limitations will be
extended for an additional year and allow the Trustee and its
counsel to itself choose what actions to file, to draft the
complaints initiating the actions, and to participate in the
initial stages of case management and discovery. According to the
Debtors, if the cases remain in Chapter 11, the Debtor will have no
choice but to proceed to immediately file all of its
actions/claims/objections by April 15, which may result in
inefficiencies and duplication of efforts.
The Official Committee of Unsecured Creditors, in its objection,
stated that any immediate savings potentially gained through
conversion will be offset by costs added as new professionals enter
the cases; unfortunately, no material savings will result from
conversion at this time. In contrast, any new Chapter 7 trustee
with new financial or legal counsel will have a steep and expensive
learning curve. If the new layer of expense is incurred, it will
be borne by the general unsecured creditors, who are already facing
dismal recovery.
Claims Recovery Group LLC, holder of an aggregate of $355,000 in
unsecured claims in the case, joined the Committee in opposing the
motion. Sunpro, Inc., the chair of the Committee, also joined with
the Committee in opposing the motion.
The State of Ohio, Ohio Department of Natural Resources, and State
of Ohio, Environmental Protection Agency, objected to motion,
stating that a quick Chapter 7 liquidation as sought by Trustee
would likely result in the abandonment of Debtors' oil and gas or
saltwater injection wells that, for protection of the environment,
must be capped or plugged in compliance with Ohio law.
The U.S. Trustee's Motion to Convert
As reported in the TCR on March 13, 2015, the U.S. Trustee said it
has lost confidence in the Debtors' ability to liquidate their
remaining assets and settle claims efficiently for the benefit of
creditors. According to the U.S. Trustee, creditors have likewise
lost confidence in the Debtors. The Committee Creditors has filed
a proposed plan and disclosure statement that would appoint a
liquidation trustee designated by the Committee and subject to a
"Liquidation Trust Advisory Board," who would be authorized to
conduct the remaining tasks necessary to close the case, the U.S.
Trustee points out.
The U.S. Trustee added that, at a hearing on March 2, 2015, the
Court remarked that the Debtors and their professionals appeared to
the lack of capacity or else the interest in efficiently resolving
the remaining issues affecting the administration of this case.
While the Committee's proposed plan has merit insofar as it would
place authority in the hands of a liquidating trustee, the U.S.
Trustee believes that the better course of action is the immediate
conversion of this case to Chapter 7. Besides being bonded, a
Chapter 7 trustee has the necessary expertise to liquidate the
Debtors' remaining assets, make distributions, and efficiently
bring this case to closure. The appointment of such a fiduciary
would be immediate upon entry of the order converting the case, the
U.S. Trustee points out.
About D & L Energy
D & L Energy, Inc., based in Youngstown, Ohio, was formed by David
DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a
conventional oil and gas well operator and producer, primarily
targeting oil and gas reserves in the Clinton Sandstone formation
throughout Northeast Ohio and Northwest Pennsylvania. D&L
currently has three (3) shareholders, Ben Lupo (80.76%
shareholder), Susan Faith (15% shareholder), and Holly Serensky
Lupo (4.24% shareholder). Nicholas C. Paparodis is the acting CEO
and President of D&L. Kathy Kaniclides is the acting Secretary and
Treasurer of D&L. Currently, Serensky Lupo is the sole director of
D&L.
Petroflow, Inc. is an Ohio corporation which is a wholly owned
subsidiary of D&L. Originally intended to operate as the "drilling
arm" of D&L, Petroflow ceased all operations prior to the filing of
these bankruptcy matters. Petroflow has no current income, no bank
accounts, and no employees. Paparodis is the president, CEO and
sole director of Petroflow.
D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio
Lead Case No. 13-40813) on April 16, 2013. Judge Kay Woods
oversees the case.
The Debtor disclosed in its amended schedules, $40,615,677 in
assets and $6,187,217 in liabilities as of the Chapter 11 filing.
Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven
Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton
Belfance, LLP, serve as the Debtors' counsel, and Walter
Haverfield, LLP, is the environmental counsel. SS&G Parkland
Consulting, LLC, serves as financial advisor and investment
banker.
Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire
Sanders (US) LLP, have been tapped as counsel to the official
committee of unsecured creditors. BBP Partners LLC serves as the
panel's financial advisors.
Resource Land Holdings emerged as the winning bidder for the
substantially all of the Debtor's assets. Resource Land offered to
buy the assets for $20.4 million.
DELTA PETROLEUM: Summary Judgment Partially Granted in ORRI Case
----------------------------------------------------------------
Bankruptcy Judge Kevin J. Carey partially granted, and partially
denied, the Cross-Motions for Summary Judgment filed by the
Plaintiffs Delta Petroleum General Recovery Trust (the "Trust") and
Par Petroleum Corporation ("PPC") in the case captioned In re:
DELTA PETROLEUM CORPORATION, et al., Chapter 11, Debtors. DELTA
PETROLEUM GENERAL RECOVERY TRUST, and PAR PETROLEUM CORPORATION,
Plaintiffs, v. BWAB LIMITED LIABILITY COMPANY, Defendant. DELTA
PETROLEUM GENERAL RECOVERY TRUST, and PAR PETROLEUM CORPORATION,
Plaintiffs, v. ALERON LARSON, JR., Defendant, CASE NO.
11-14006(KJC), JOINTLY ADMINISTERED, ADV. PROC. NO. 12-50898(KJC),
12-50877(KJC).
The Court denied the Plaintiffs' Motion for Summary Judgment with
respect to the 1994 Overriding Royalty Interest (ORRI) and granted
the Motion with respect to the 1999 ORRIs. Defendant BWAB Limited
Liability's Cross-Motion for Summary Judgment was granted as to the
1994 ORRI, and denied as to the 1999 BWAB ORRI. Defendant Aleron
Larson, Jr.'s Cross-Motion for Summary Judgment regarding the 1999
Larson ORRI was denied. The Court further denied the Plaintiffs'
request for summary judgment to recover "excess payments" and
post-petition payments.
A copy of Judge Carey's Memorandum is available at
http://is.gd/v7YZ9Kfrom Leagle.com.
About Delta Petroleum
Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil. Natural gas comprises over 90% of Delta's production
services. The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.
Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business. Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007. In its amended schedules, the
Delta Petroleum disclosed $373,836,358 in assets and $312,864,788
in liabilities.
W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard & Reed
LLP, in New York, N.Y., represent the Debtors as counsel. Derek C.
Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights, Esq., at
Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del., represent
the Debtors as co-counsel. Conway Mackenzie is the Debtors'
restructuring advisor. Evercore Group L.L.C. is the financial
advisor and investment banker. The Debtors selected Epiq
Bankruptcy Solutions, LLC as claims and noticing agent. The
petition was signed by Carl E. Lakey, chief executive officer and
president.
Delta Petroleum won confirmation of its reorganization plan at a
hearing on Aug. 15, 2012. Laramie Energy II LLC is the plan
sponsor. Delta Petroleum emerged from bankruptcy as Par Petroleum
Corporation. At closing, Laramie and Par Petroleum contributed
their respective assets in Mesa and Garfield counties, Colorado, to
form a new joint venture called Piceance Energy, LLC. Laramie and
Par Petroleum hold 66.66% and 33.34% ownership interests in
Piceance Energy, respectively.
Under a Plan of Reorganization, the Debtors' assets are vested in
the Trust, a joint venture, and the Reorganized Debtors.
The Company reported a net loss of $470.04 in 2011, a net loss of
$194.01 million in 2010, and a net loss of $349.68 million in 2009.
DENDREON CORP: Committee Wins Nod for Deloitte as Advisor
---------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Dendreon Corp., et al., obtained approval from the U.S.
Bankruptcy Court for the District of Delaware to retain Deloitte
Financial Advisory Services LLP as its financial advisor, nunc pro
tunc to Nov. 19, 2014.
The Committee's counsel, Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor, LLP, certified that no objection was filed to
the Committee's application.
As reported in the Jan. 12, 2015 edition of the Troubled Company
Reporter, the parties' Engagement Letter dated Dec. 16, 2014,
provides for Deloitte FAS to be compensated on a time and expense
basis, with its fees determined by the hours actually expended by
the firm's personnel, and multiplied by their applicable hourly
billing rate. Deloitte FAS' per-hour billing rate for the
engagement is $400 for all personnel. Deloitte FAS will also be
seeking reimbursement of reasonable expenses incurred in connection
with the engagement.
About Dendreon Corp
With corporate headquarters in Seattle, Washington, Dendreon
Corporation, a biotechnology company focused on the development of
novel cellular immunotherapies to significantly improve treatment
options for cancer patients.
Dendreon's first product, PROVENGE (sipuleucel-T), was approved by
the U.S. Food and Drug Administration (FDA) and became
commercially
available for the treatment of men with asymptomatic or minimally
symptomatic castrate-resistant (hormone-refractory) prostate
cancer
in April 2010. Dendreon is traded on the NASDAQ Global Market
under the symbol DNDN.
Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. D. Del.) on Nov. 10, 2014. The Debtors
requested that their cases be jointly administered under Case No.
14-12515. The petitions were signed by Gregory R. Cox, interim
chief financial officer and treasurer.
Dendreon sought bankruptcy protection after it reached agreements
on the terms of a financial restructuring with certain holders of
the Company's 2.875% Convertible Senior Notes due 2016
representing
84% of the $620 million aggregate principal amount of the 2016
Notes. The financial restructuring may take the form of a
stand-alone recapitalization or a sale of the Company or its
assets.
The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP,
as counsel; Lazard Freres & Co. LLC, as investment banker;
AlixPartners, as restructuring advisors; and Prime Clerk LLC as
claims and noticing agent.
The Debtors disclosed $365 million in total assets and $664
million
in total liabilities as of June 30, 2014.
The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors.
DENDREON CORP: Panel Can Hire Centerview as Investment Banker
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Dendreon Corp., et al., obtained approval from the U.S.
Bankruptcy Court for the District of Delaware to retain Centerview
Partners LLC as its investment banker, nunc pro tunc to Dec. 5,
2014.
The Court's order notes that Paragraph 2(b) of the parties'
Engagement Letter is modified to provide that if at any time during
the term of the Centerview's engagement or within 12 full months
following the termination of the engagement, (i) any Transaction is
consummated or (ii)(a) an agreement in principle, definitive
agreement to effect a Transaction is entered into and (b)
concurrently therewith or at any time thereafter, any Transaction
is consummated, Centerview will be entitled to receive an
additional fee, provided that the amount of any Additional Fee will
be determined in the Committee's discretion, provided that in the
event of a (1) sale of the Company, either pursuant to a Plan of
Reorganization or under Section 363 of the Bankruptcy Code, the
Additional Fee will not exceed $500,000 and (2) a Plan of
Reorganization in which the existing noteholders of the Company
receive a majority of the reorganized equity, the Additional Fee
will not exceed $350,000. The Additional Fee will be contingent
upon the consummation of a Transaction.
Jeffrey Finger, a Centerview partner, disclosed in a supplemental
declaration that since the filing of the Application and his
original declaration, it has come to his attention that John Roos,
a part-time senior advisor at Centerview, is a member of the board
of directors of SalesForce.com, one of the Debtors' vendors. Mr.
Roos will not perform work in connection with Centerview's
representation of the Committee and will not have access to
confidential information related to Centerview's representation of
the Committee, Mr. Finger states. Additionally, within the last
three years, Centerview has previously represented Cisco Systems,
Inc. in matters wholly unrelated to the Debtors and their Chapter
11 cases.
As reported in the Jan. 12, 2015 edition of the Troubled Company
Reporter, the Committee engaged Centerview to provide general
restructuring advice in connection with the Debtors' attempts to
complete a recapitalization and/or M&A transaction. The parties'
Engagement Letter dated Dec. 5, 2014, provides that Centerview be
compensated based on this fee structure:
a. A monthly financial advisory fee of $125,000; provided,
however, that in no event will Centerview receive less than the
first six monthly advisory fee payments ($750,000). The amount of
any monthly advisory fee earned after the first six months will be
100% credited (but only once) against any additional fee payable to
Centerview.
b. If at any time during the term of Centerview's engagement
or
within the twelve full months following the termination of this
engagement, (i) any transaction is consummated or (ii) (a) an
agreement in principle, definitive agreement to effect a
transaction is entered into and (b) concurrently therewith or at
any time thereafter (including following the expiration of the Fee
Period), any transaction is consummated, Centerview will be
entitled to receive an additional fee, provided that the amount of
any additional fee will be determined in the Committee's sole
discretion, contingent upon the consummation of a transaction and
payable in cash by the Company at the closing thereof. In the
event of a (1) sale of the Company, either pursuant to a Plan of
Reorganization or under section 363 of the Bankruptcy Code, the
additional fee will not exceed $500,000 and (2) a Plan of
Reorganization in which the existing noteholders of the Company
receive a majority of the reorganized equity, the additional fee
shall not exceed $350,000.
c. In addition to any fees that may be payable to Centerview
and, regardless of whether any transaction occurs, the Debtors will
reimburse Centerview on a periodic basis for its travel and other
reasonable documented out-of pocket expenses.
d. As part of the compensation payable to Centerview, the
Debtors are obligated to indemnify, make certain contributions to,
and reimburse Centerview.
About Dendreon Corp
With corporate headquarters in Seattle, Washington, Dendreon
Corporation, a biotechnology company focused on the development of
novel cellular immunotherapies to significantly improve treatment
options for cancer patients.
Dendreon's first product, PROVENGE (sipuleucel-T), was approved by
the U.S. Food and Drug Administration (FDA) and became
commercially
available for the treatment of men with asymptomatic or minimally
symptomatic castrate-resistant (hormone-refractory) prostate
cancer
in April 2010. Dendreon is traded on the NASDAQ Global Market
under the symbol DNDN.
Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. D. Del.) on Nov. 10, 2014. The Debtors
requested that their cases be jointly administered under Case No.
14-12515. The petitions were signed by Gregory R. Cox, interim
chief financial officer and treasurer.
Dendreon sought bankruptcy protection after it reached agreements
on the terms of a financial restructuring with certain holders of
the Company's 2.875% Convertible Senior Notes due 2016
representing
84% of the $620 million aggregate principal amount of the 2016
Notes. The financial restructuring may take the form of a
stand-alone recapitalization or a sale of the Company or its
assets.
The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP,
as counsel; Lazard Freres & Co. LLC, as investment banker;
AlixPartners, as restructuring advisors; and Prime Clerk LLC as
claims and noticing agent.
The Debtors disclosed $365 million in total assets and $664
million
in total liabilities as of June 30, 2014.
The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors.
DIAMONDBACK ENERGY: S&P Raises CCR to 'B+', Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Midland, Texas-based oil and gas exploration and
production (E&P) company Diamondback Energy Inc. to 'B+' from 'B'.
The outlook is stable.
S&P also raised its issue level rating on the company's senior
unsecured notes to 'B+' from 'B-'. S&P revised the recovery rating
on this debt to '4' from '5', reflecting S&P's expectation for
average recovery (30% to 50%; lower half of the range) in the event
of a payment default.
"The rating action reflects Diamondback Energy Inc.'s sustained
success at increasing its oil and gas production and reserves in
the Permian Basin," said Standard & Poor's credit analyst Ben
Tsocanos. "We expect this trend to continue, though at more modest
levels given the current low commodity price environment and the
company's lower level of capital spending," said
Mr. Tsocanos.
S&P views the Permian favorably as it exhibits advantageous
production economics and is weighted more toward profitable crude
oil. With that in mind, S&P expects Diamondback's production this
year to average roughly 26,000 barrels of oil equivalent per day.
S&P considers this level of production to be consistent with the
'B+' rating category.
The outlook is stable, reflecting S&P's view that Diamondback will
continue to develop its Permian properties, increasing production
and proved reserves with little deterioration in current credit
measures and liquidity.
S&P could lower the rating if the company's FFO to debt declines
below 30% and S&P sees no path to improvement. S&P could envision
this scenario if Diamondback relies predominantly on debt to
increase its reserves and production or if well results (i.e.,
production and costs) are weaker than S&P's current expectations.
S&P could raise the rating if the company is able to increase its
reserve and production profile to a level commensurate with its
'BB-' peers while cash flow measures remain unaffected.
DIGITAL DOMAIN: 20th Amendment to Final DIP Order Approved
----------------------------------------------------------
U.S. Bankruptcy Judge Brendan L. Shannon approved the 20th
amendment to the Nov. 7, 2012 final order authorizing DDMG Estate,
et al., to obtain postpetition financing and use cash collateral.
Pursuant to the amendment, the DIP lenders will forbear until May
8, 2015, from exercising their remedies under the final DIP order,
DIP Term Sheet Documentation and applicable bankruptcy law and
non-bankruptcy law.
During the forbearance period, the Debtors may incur indebtedness
and use cash collateral in accordance with the terms and conditions
of the final DIP order and the amendments. Notwithstanding the
occurrence of the maturity date on Sept. 27, 2013, and the
expiration of the remedies notice period on Oct. 3, 2013, the DIP
Lenders have agreed to provide additional funding pursuant to the
approved budget attached the Twentieth Amendment.
A copy of the terms of the amendment is available for free at:
http://bankrupt.com/misc/DDMG_DIP_Ord_20th_Am.pdf
About Digital Domain
Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.
Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers. The Company disclosed assets of $205 million and
liabilities totaling $214 million.
The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.
Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors. FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer. Kurtzman Carson Consultants LLC is the
claims and notice agent. An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.
At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai. The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.
DOMFOAM INTERNATIONAL: Price-Fixing Deal, Stay OK'd Ahead of Trial
------------------------------------------------------------------
Law360 reported that an Ohio federal judge has approved bankrupt
Domfoam International Inc.'s agreement with the indirect purchasers
in foam price-fixing multidistrict litigation, less than a week
after he stayed the direct purchasers' case against the remaining
defendants on notice of their settlements at the eve of trial.
According to the report, U.S. District Judge Jack Zouhary signed
off on a 2012 deal in which Quebec-based Domfoam will help the
indirect-purchaser class with their case against the remaining
defendants in the litigation.
The case is In re: Polyurethane Foam Antitrust Litigation, Case No.
1:10-md-02196 (N.D. Ohio.).
EDUCATION MANAGEMENT: Finalizes $1.3B Debt Restructuring
--------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that Education Management Corp. says it has completed the final
step of its $1.3 billion debt restructuring, which converted
preferred stock into common shares.
According to the report, the for-profit education company that runs
schools including the Art Institutes said its converted the stock
to 94.9% outstanding stock, leaving no shareholder with more than
20% of the common stock. Those who held common stock prior to
EDMC's restructuring now own 4% of the outstanding common stock,
the report related.
About Education Management
Education Management LLC, an indirect subsidiary of Education
Management Corporation based in Pittsburgh, Pennsylvania, is one of
the largest providers of private post-secondary education in North
America. The company's education systems (The Art Institutes,
Argosy University, Brown Mackie Colleges and South University)
offer associate through doctorate degrees with approximately
120,000 students. The company reported revenues of approximately
$2.4 billion for the twelve months ended March 31, 2014.
* * *
As reported by the TCR on Nov. 19, 2014, Standard & Poor's Ratings
Services said that it lowered its corporate credit rating on
Pittsburgh-based for-profit post-secondary school operator
Education Management LLC (EDMC) to 'D' from 'CC'. The rating
actions follow the amendment to the company's credit facilities
that waived all financial covenants and substituted the originally
agreed upon cash interest and principal payments for a
payment-in-kind (PIK structure).
Moody's Investors Service has lowered the ratings of for-profit
post-secondary education company Education Management LLC,
including the Corporate Family Rating ("CFR") to Caa3 from Caa1,
and changed the outlook to negative from stable, the TCR reported
on May 6, 2014. The ratings were downgraded in consideration of a
financial restructuring program that the company intends to
undertake, which Moody's believes could entail a distressed
exchange for debt.
ENERGY FUTURE: Files Ch. 11 Plan and Disclosure Statement
---------------------------------------------------------
Energy Future Holdings Corp., et al., filed with the U.S.
Bankruptcy Court for the District of Delaware a joint plan of
reorganization and disclosure statement, which provides for a
comprehensive restructuring and recapitalization of the Debtors'
pre-bankruptcy obligations and corporate form, preserves the going
concern value of the Debtors' businesses, maximizes recoveries
available to all constituents, provides for an equitable
distribution to the Debtors' stakeholders, protects the jobs of
employees, and ensures continued provision of electricity in Texas
to the Texas Competitive Electric Holdings Company LLC's
approximately 1.7 million retail customers and the smooth delivery
of electricity to the entire state through the TCEH Debtors'
generation activities.
The Plan is premised on the following structure:
* The highest or otherwise best form of transaction available to
the Debtors that will include either a taxable deconsolidation or
tax-free spin-off of TCEH combined with one of three forms of
transaction for Reorganized EFH: a merger, an equity investment, or
a standalone reorganization. Importantly, the Tax-Free Spin-Off is
intended to avoid a significant potential tax liability that the
Debtors believe would, if triggered, materially reduce creditor
recoveries at all of the Estates.
* Under the Tax-Free Spin-Off, TCEH will spin off from the
Debtors to form a standalone reorganized entity, Reorganized TCEH,
and the tax attributes of the EFH Group will be substantially used
to provide Reorganized TCEH with a partial step-up in tax basis in
certain of its assets, valued at approximately $1.0 billion. As a
result, the Holders of TCEH First Lien Secured Claims will receive
Reorganized TCEH Common Stock and 100% of the net cash proceeds of
the New Reorganized TCEH Debt, in addition to recoveries on account
of the TCEH Settlement Claim and potentially, the TCEH Equity
Sharing Recovery. If either Class of TCEH Unsecured Debt Claims or
the General Unsecured Claims Against the TCEH Debtors Other Than
EFCH votes to accept the Plan, those Holders will be entitled to
receive their Pro Rata share distribution in the form of cash and
New Reorganized TCEH Warrants, in addition to a potential share of
the recoveries distributed to TCEH on account of the TCEH
Settlement Claim and the TCEH Equity Sharing Recovery, excluding
Holders of TCEH First Lien Deficiency Claims, who will waive any
recovery on account of those Claims. If either Class votes to
reject the Plan, those Holders will receive what they otherwise
would be entitled to receive in a Chapter 7 liquidation.
* TCEH will receive a $700 million settlement claim from EFH
Corp., which will result in a payment up to the amount to be
distributed in a to be determined manner among holders of Holders
of TCEH First Lien Secured Claims, TCEH Unsecured Debt Claims, and
General Unsecured Claims Against the TCEH Debtors Other than EFCH.
The Holders of Interests in EFH Corp. will receive a $10 million
settlement claim from EFH Corp., which will result in a payment up
to the amount to be distributed to such Holders of Interests in EFH
Corp.
* The EFH/EFIH Transaction proceeds will be distributed to
Holders of EFIH and EFH Claims in accordance with their priorities
under the Bankruptcy Code, as follows:
-- first, to all "Other Secured Claims" and "Other Priority
Claims" against the EFH Debtors and the EFIH Debtors and the Legacy
General Unsecured Claims Against EFH Corp.;
-- second, to EFIH First Lien Note Claims, if any, the EFIH
Second Lien Note Claims, and the General Unsecured Claims Against
the EFIH Debtors, in that order of priority;
-- third, in an amount up to $1.41 billion, (i) 49.645% to
TCEH on account of the TCEH Settlement Claim; (ii) 0.709% to
Holders of Interests in EFH Corp. on account of the EFH Settlement
Claim; and (iii) 49.645% Pro Rata to the Holders of the EFH Legacy
Note Claims, the EFH Unexchanged Note Claims, the EFH Swap Claims,
the EFH Non-Qualified Benefit Claims, and the General Unsecured
Claims Against EFH Corp., with any remainder to the Holders of
Interests in EFH Corp.; and
-- fourth, (i) 50% of up to $210 million to TCEH; and (ii) 50%
of up to $210 million, and 100% of amounts in excess of $210
million, Pro Rata to Holders of the Other EFH Transaction
Consideration Pool Claims Against EFH Corp., and any remainder
after satisfaction of those Claims in full, to the Holders of
Interests in EFH Corp.
The Plan includes a series of settlement offers for alleged
Makewhole Claims and Interest Rate Claims for Holders of EFIH
Second Lien Note Claims, General Unsecured Claims Against the EFIH
Debtors, and EFH Legacy Note Claims. To the extent those classes
of Holders do not accept the Plan, they will have the opportunity
to litigate the amount of their Claims in the Bankruptcy Court and
may receive treatment under Section 1129(b) of the Bankruptcy Code
with respect to Allowed amounts.
In exchange for the value provided and the compromises contained in
the Plan, the Plan provides for the mutual release of Claims among
all Debtors and consenting Holders of Claims and Interests and
third-party releases of direct and indirect Holders of Interests in
EFH Corp. and its affiliates.
The Debtors request that the Court require that all Holders of
Claims and Interests entitled to vote on the Plan complete,
execute, and return their customized ballots so that their Ballots
are actually received by the Solicitation Agent on or before Oct.
21, 2015, at 4:00 p.m (prevailing Eastern Time). The Debtors
request that the Court establish Oct. 21 as the date by which
objections to the Plan must be filed with the Court.
The hearing on the approval of the Disclosure Statement is still to
be determined. Objections are due June 17.
A full-text copy of the Plan dated April 14, 2015, is available at
http://bankrupt.com/misc/EFHplan0414.pdf
A full-text copy of the Disclosure Statement is available at
http://bankrupt.com/misc/EFHds0414.pdf
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas. Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases
jointly administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors. The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring. The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.
ENERGY FUTURE: Oncor Public Auction to Start in June
----------------------------------------------------
Nicholas Sakelaris at the Dallas Business Journal reports that a
stalking horse bid for 80% of Energy Future Holdings Corp.'s Oncor
will be determined for the public auction that begins in June.
According to Business Journal, the auction is expected to be
completed by August.
The Business Journal relates that the bidding has been
confidential, with the first round occurring in March.
NextEra Energy, Hunt Consolidated and CenterPoint Energy have all
shown interest in Oncor, Business Journal states.
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas. Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases
jointly administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors. The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring. The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.
EPIQ SYSTEMS: S&P Lowers CCR to 'B+'; Outlook Negative
------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Kansas City, Kan.-based Epiq Systems Inc. to 'B+'
from 'BB-' and removed it from CreditWatch, where S&P placed it
with negative implications on Sept. 23, 2014, following the
company's announcement that it is reviewing strategic alternatives,
which could include acquisitions, divestitures, and a going-private
or recapitalization transaction. The outlook is negative based on
the company's review of its ongoing strategic alternatives that may
result in leverage above 5x.
S&P also lowered its issue-level ratings on the company's $100
million first-lien revolving credit facility and first-lien $300
million term loan to 'B+' from 'BB-', and removed them from
CreditWatch, where S&P placed them with negative implications on
Sept. 23, 2014. The recovery rating remains '3', indicating S&P's
expectation for meaningful (50% to 70%; lower end of the range)
recovery of principal in the event of a default.
"We based our downgrade primarily on our revision of Epiq's
financial risk profile to 'aggressive' from 'significant,'
reflecting Standard & Poor's adjusted leverage, pro forma for the
acquisition of Iris Data Services, near the mid-4x area," said
Standard & Poor's credit analyst Sylvester Malapas.
"The rating reflects our view of the company's business risk
profile as 'weak,' based on a relatively narrow market focus in a
niche market, and exposure to the cyclical bankruptcy market," he
added.
The negative outlook reflects S&P's view that actions determined by
the strategic review still pose a risk to the company's financial
risk profile. Additionally, S&P expects strength in the eDiscovery
business to be temporarily offset by the company's bankruptcy and
settlement segment, which could result in mid-single-digit organic
operating revenue performance over the next 12 months.
S&P could lower the rating if the company sustains adjusted
leverage above 5x due to adoption of a more aggressive policy or
eroding profitability.
S&P could revise the outlook to stable if actions determined by the
strategic review do not result in adoption of a more aggressive
financial policy. S&P will review its expectations for operating
performance and Epiq's financial policy before resolving the
negative outlook.
EVERYWARE GLOBAL: Moody's Downgrades PDR to 'D-PD'
--------------------------------------------------
Moody's Investors Service downgraded EveryWare Global, Inc.'s
Probability of Default Rating to D-PD from Ca-PD following the
company's announcement that it and its domestic subsidiaries had
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code on April 7, 2015.
Subsequent to the actions, Moody's will withdraw the ratings
because EveryWare has entered bankruptcy.
Rating actions:
Issuer: EveryWare Global, Inc.
-- Corporate Family Rating, unchanged at Ca
-- Probability of Default Rating, downgraded to D-PD from Ca-PD
-- Speculative-Grade Liquidity Rating, unchanged at SGL-4
-- Outlook, negative
Issuer: Anchor Hocking, LLC
-- Senior Secured Bank Credit Facility due 2020, unchanged at
Ca(LGD5)
-- Outlook, negative
EveryWare Global Inc. sells tableware, including glasses, dishes,
eating utensils, and cookware, primarily to the mass retail and
foodservice industries. The company's portfolio of brands includes
Anchor, Oneida, Sant'Andrea, Stolzle, Spiegelau, Viners, and
Buffalo China. EveryWare is publicly traded but majority-owned by
private equity firm Monomoy Capital Partners. Net sales in 2014
were approximately $354 million.
The principal methodology used in these ratings 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.
EVERYWARE GLOBAL: Posts Net Loss of $3.5M in 3-Mos. Ended Dec. 31
-----------------------------------------------------------------
EveryWare Global, Inc. on April 14 reported financial results for
the three months ended Dec. 31, 2014. Led by the iconic Oneida and
Anchor Hocking brands, EveryWare is a leading marketer of tabletop
and food preparation products for the consumer and foodservice
markets.
Fourth Quarter Results Overview:
Net revenue was $96.1 million, a decrease of $19.1 million or 16.6%
from the prior year period.
Gross margin as a percentage of total revenue increased to 17.3%
compared to 12.1% for the prior year period.
Operating expenses decreased $4.8 million or 25.0% to $14.4
million.
EBITDA from continuing operations increased $8.1 million from the
prior year period.
Adjusted EBITDA from continuing operations improvement for third
consecutive quarter.
Cash from operating activities decreased $32.8 million from the
prior year period.
Sam Solomon, Chief Executive Officer of EveryWare stated, "Our
revenue decline is a lingering consequence of earlier operational
challenges. We improved customer service in the fourth quarter and
expect service levels will continue to rise. Twelve months of
operational improvements enabled us to achieve positive EBITDA for
the first time in a year while providing a stronger base to build
upon."
Mr. Solomon continued, "As previously reported, we reached an
important restructuring agreement with our lenders. That process
will eliminate our current term loan debt and reduce cash interest
going forward. Our lenders have further provided $40 million worth
of financing through our prepackaged bankruptcy to ensure our
business continues to perform in the short term and provides a good
starting point for long term success."
Financial Results for the Three Months Ended December 31, 2014:
Total revenue for the three months ended December 31, 2014
decreased $19.1 million, or 16.6%, to $96.1 million. The decrease
in revenue is attributable to declines in our Consumer, Specialty,
and Foodservice segments of $9.0 million, $6.9 million, and $2.2
million, respectively. The sales decline was the result of moving
away from lower margin products, missed seasonal promotional sales
opportunities, challenging order fulfillment rates and customer
uncertainty regarding the Company stemming from lender negotiations
which occurred in the second and early third quarters of this
year.
Cost of sales decreased $21.8 million, or 21.5%, to $79.5 million
for the three months ended December 31, 2014. The decrease is
primarily due to lower product costs associated with the volume
decline, the impact of the unfavorable $5.9 million inventory
adjustments recorded in the fourth quarter of 2013, partially
offset by $4.3 million of lower overhead absorption resulting from
idling one of our glass furnaces during the first quarter of 2014.
Gross margin as a percentage of total revenue was 17.3% for the
three months ended December 31, 2014, as compared to 12.1% for the
three months ended December 31, 2013. The net increase in gross
margin rate as compared to the prior year was primarily due to the
impact of the unfavorable inventory adjustment recorded in the
prior year period offset by lower factory overhead absorption in
the three months ended December 31, 2014 resulting from reduced
glass production levels.
Total operating expenses for the three months ended December 31,
2014 decreased $4.8 million, or 25.0%, to $14.4 million. The
decrease was primarily the result of lower consulting and legal
fees related to cost savings and restructuring initiatives and
lower selling and incentive related costs.
EBITDA from Continuing Operations for the three months ended
December 31, 2014 increased to $7.0 million. The year over year
increase of $8.1 million was primarily due to lower consulting and
legal fees related to cost savings and restructuring initiatives,
lower selling and incentive related costs and the unfavorable
inventory adjustment recorded in the prior year period, partially
offset by lower factory overhead absorption resulting from reduced
glass production levels.
Net loss from Continuing Operations decreased $8.8 million to $4.9
million for the three months ended December 31, 2014. After
adjusting for the loss on extinguishment of debt, restructuring
costs and other items described in the reconciliation of Adjusted
Net (Loss) Income from Continuing Operations, for the three months
ended December 31, 2014, Adjusted Net Loss from Continuing
Operations would have been $3.5 million and Adjusted Net Loss from
Continuing Operations per share would have been $0.17 per share.
For purposes of computing loss per share for the three months ended
December 31, 2014, common shares of 20.6 million, representing the
weighted average share count for the third quarter, was used.
Actual common shares outstanding as of December 31, 2014 were 20.6
million.
Segment Results:
Revenues for the three months ended December 31, 2014 decreased in
all segments, with the most significant decline in our Consumer and
Specialty segments. The decline in all segments was related to
lower customer sales of negative margin products, lower order
fulfillment rates and customer uncertainty regarding the Company
stemming from our recent lender negotiations.
Segment contribution before unallocated costs improved in all
segments with the most significant increase realized in our
Consumer and Specialty segments. The improvement was related to
enhanced margins in our domestically manufactured glass products
offered throughout all channels of our Consumer and Specialty
segments due to our decision to selectively remove lower margin
business and reduce glass manufacturing capacity.
Liquidity Overview:
Net cash used in operating activities was $5.1 million for the
three months ended December 31, 2014 compared to net cash provided
by operating activities of $27.7 million for the three months ended
December 31, 2013. Cash used in operating activities increased by
approximately $32.8 million from the prior year period, primarily
due to higher inventory reduction in 2013 and the decline in
accounts payable during the three months ended December 31, 2014.
As of December 31, 2014, the Company had cash of approximately $7.8
million and approximately $3.3 million of unused availability under
our ABL Facility.
On March 31, 2015, the Company announced that it had entered into a
Restructuring Support Agreement with holders of approximately
$163.1 million of the Company's term loan indebtedness,
representing approximately 65.6% of such term loans and holders of
the Company's preferred common or common stock that are signatories
to the RSA. Following a stress test analysis of the Company's
forecasted results, the Company's auditor informed the Company that
the audit opinion would include an explanatory paragraph regarding
the Company's ability to continue as a going concern. The
inclusion of a going concern qualification would constitute a
default under the Term Loan. As a result, the Company engaged in
discussions with certain of its financial stakeholders regarding
various restructuring alternatives to strengthen its balance sheet
and create a sustainable capital structure to position the Company
for the future. Following these discussions, the Company and its
lenders reached an agreement for a restructuring plan under Chapter
11 of the Bankruptcy Code. The Company believes this restructuring
agreement will minimize the time and expense spent in a
restructuring and will provide the Company liquidity during the
restructuring.
The RSA contemplates that the restructuring would be accomplished
through a pre-packaged or pre-arranged plan under the Bankruptcy
Code.
The Proposed Plan also contemplates the cancellation of 100% of the
outstanding principal amount, PIK interest and accrued but unpaid
cash interest of the Term Loans in the amount of $248.6 million as
of the Petition Date, in exchange for the issuance of new common
stock equal to 96% of the new common stock issued by the Company
upon emergence from bankruptcy, subject to dilution by a new
management incentive plan. In exchange for cancellation of the
Company's currently outstanding preferred stock, the holders of the
Existing Preferred stock will receive shares, on a pro rata basis,
equal to 2.5% of the total outstanding New Common Stock upon
emergence from bankruptcy, subject to dilution by the Management
Incentive Plan. In exchange for the cancellation of all (a) shares
of our current outstanding common stock and (b) outstanding vested
options or unexercised warrants to acquire shares of our current
outstanding stock as of the Petition Date that are in each case "in
the money" (clauses (a) and (b), holders of Existing Common Stock
will receive shares, on a pro rata basis, equal to 1.5% of the
total outstanding New Common Stock upon emergence from bankruptcy,
subject to dilution by the Management Incentive Plan. The Proposed
Plan contemplates that holders of general unsecured claims will be
paid in full in the ordinary course.
The Proposed Plan contemplates customary mutual releases and/or
waivers, including standard carve-outs among the Company, each of
the Consenting Term Lenders, the Term Loan Agent, the parties to
the RSA, and any lender providing financing on a post-petition
basis and their respective administrative agent and each of their
respective directors, officers, shareholders, funds, affiliates,
members, employees, partners, managers, agents, representatives,
principals, consultants, and professional advisors (each in their
capacity as such).
On April 7, 2015, the Company and all of its domestic subsidiaries
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware.
On April 9, 2015, the Company's ABL Facility was amended such that
it became a debtor-in-possession ABL facility as new loans are
made, on a rolling basis, to ensure that the Company continues to
have access to the ABL Facility during the Chapter 11 proceedings.
Also on April 9, 2015, the borrowers under the Term Loan and the
other parties thereto entered into a first priority, first-out
debtor-in-possession credit facility in an aggregate amount of up
to $40.0 million, which is secured by the same collateral that
secured the Term Loan and, subject to certain exceptions, other
unencumbered assets of the loan parties, if any.
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.
EveryWare Global, Inc., commenced a Chapter 11 bankruptcy case to
implement a prepackaged financial restructuring that converts $248
million of the long-term debt to 96% of the common stock of the
company post-emergence.
EveryWare Global filed its Chapter 11 petition (Bankr. D. Del.) on
April 7, 2015, and 12 affiliated debtors filed petitions on April
8, 2015. 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.
FEDERAL VERIFICATION: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Federal Verification Company, Inc.,
Successor by Merger to GSA 1000, LLC
3925 Tampa Road
Oldsmar, FL 34677
Case No.: 15-03742
Chapter 11 Petition Date: April 13, 2015
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtor's Counsel: Michael C Markham, Esq.
JOHNSON, POPE, BOKOR, RUPPEL & BURNS LLP
Post Office Box 1100
Tampa, FL 33601-1100
Tel: 813-225-2500
Fax: 813-223-7118
Email: mikem@jpfirm.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by James Sprecher, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb15-03742.pdf
FLOLOR RESTAURANT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Flolor Restaurant, LLC
799 Route 70
Brick, NJ 08723
Case No.: 15-16641
Chapter 11 Petition Date: April 13, 2015
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Judge: Hon. Christine M. Gravelle
Debtor's Counsel: David M. Meth, Esq.
OFFICE OF DAVID M. METH, ESQ.
504 Aldrich Road, Suite 1B
P.O. Box 461
Howell, NJ 07731
Tel: 732-905-2722
Fax: 732-905-2733
Email: david@methnjlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Carmine V. Esposito, member.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
FULL MOUNT: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Full Mount, Inc.
205 Harmony Road
Middletown, NJ 07748
Case No.: 15-16616
Chapter 11 Petition Date: April 13, 2015
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Judge: Hon. Kathryn C. Ferguson
Debtor's Counsel: Joseph Casello, Esq.
COLLINS, VELLA & CASELLO
2317 Route 34 South, Suite 1A
Manasquan, NJ 08736
Tel: (732) 751-1766
Fax: (732) 751-1866
Email: jcasello@cvclaw.net
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert Meyer, Jr., president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
GARLOCK SEALING: Plan Outline Okayed; Confirmation Hearing in 2016
------------------------------------------------------------------
The Hon. J. Craig Whitley of the U.S. Bankruptcy Court for the
Western District of North Carolina approved the adequacy of the
disclosure statement explaining the second amended Chapter 11 plan
of reorganization proposed by Garlock Sealing Technologies Inc. and
its debtor-affiliates.
Summary of Solicitation Schedule
Solicitation Distribution Date May 8, 2015
Voting Deadline and Asbestos Oct. 6, 2015
Claims Bar Date
Deadline for Confirmation Oct. 6, 2015
Objections That Do Not Depend
On Result of Vote
Balloting Certification Deadline Dec. 4, 2015
Deadline for Confirmation Dec. 18, 2015
Objections That Depend On Result
of Vote
Confirmation Hearing June 20, 2016
As reported in the Troubled Company Reporter on Feb. 25, 2015,
according to the disclosure statement in support of its Second
Amended Plan of Reorganization dated Jan. 14, 2015, Garlock Sealing
Technologies LLC and Garrison Litigation Management Group, Ltd.,
have property that substantially exceeds the costs necessary to
resolve and pay in full all claims.
The Plan will pay all holders of allowed GST asbestos claims and
allowed non-asbestos claims in full. No holders of claims are
impaired under the Plan. Holders of GST and Garrison equity
interests (Classes 10 and 11) are impaired and will be solicited.
Holders of Settled GST Asbestos Claims (Class 3), Current GST
Asbestos Claims (Class 4), Future GST Asbestos Claims (Class 5),
Pre-Petition Judgment GST Asbestos Claims (Class 6), and General
Unsecured Claims (Class 7) will be solicited in the event that the
Court determines they are impaired or the Court determines their
votes are otherwise relevant to confirmation of the Plan.
The Plan provides for (a) payment in full, in Cash, of allowed
amounts of all claims against GST and Garrison and (b) cancellation
of the GST and Garrison equity interests and distribution of new
equity in Reorganized GST and Reorganized Garrison to a newly
formed subsidiary of EnPro Industries, Inc., an Affiliate of the
Debtors.
The Anchor Packing Company, on the other hand, is a dormant entity
that has not had any property or paid any asbestos-related claims
in many years. The Plan accordingly provides for dissolution and
liquidation of Anchor, with no distribution of property to
creditors. The Plan recognizes and addresses four principal
classes of asbestos-related Claims: Settled GST Asbestos Claims
(Class 3); Current GST Asbestos Claims (Class 4); Future GST
Asbestos Claims (Class 5); and Pre-Petition Judgment GST Asbestos
Claims (Class 6). In addition, there are some asbestos personal
injury Claims in the class of Anchor Claims (Class 8).
Allowance of Current GST Asbestos Claims (Class 4) and Future GST
Asbestos Claims (Class 5) and payment of such Claims that are
allowed will take place after the Effective Date. The Claimants
will have the opportunity to elect either the Litigation Option or
the Settlement Option. The Litigation Option fully preserves the
Claimants' rights in allowance litigation pursuant to the
Bankruptcy Code.
Payment of Allowed Settled GST Asbestos Claims will take place on
or after the Effective Date.
The Debtors will create the Settlement Facility, which will assume
sole responsibility for Current GST Asbestos Claims (Class 4),
Future GST Asbestos Claims (Class 5), and Pre-Petition Judgment GST
Asbestos Claims (Class 6) whose Holders elect the Settlement
Option, and the Settlement Facility will pay all such Claims that
are Allowed under the procedures of the CRP. Reorganized Garrison
shall receive and defend Current GST Asbestos Claims (Class 4) and
Future GST Asbestos Claims (Class 5) whose Holders elect the
Litigation Option. The Settlement Facility and Reorganized
Garrison will assume joint responsibility for paying the costs of
defending and resolving such Claims.
Reorganized Garrison will use the Litigation Fund to pay its share
of the costs of managing the Claims allowance process for
Litigation Option Claims, prosecuting objections to Litigation
Option Claims, and paying any such Claims that are Allowed.
Reorganized Garrison will also receive and defend Pre-Petition
Judgment GST Asbestos Claims (Class 6) who elect to complete state
court appeals (or who, after reversal of a judgment that does not
result in Disallowance, elect the Litigation Option), and the
Settlement Facility and Reorganized Garrison will assume joint
responsibility for paying the costs of defending and resolving the
Claims.
Reorganized GST will pay Allowed Settled GST Asbestos Claims (Class
3).
Finally, Anchor will assume responsibility for Anchor Claims (Class
8) but Anchor, which has no property, will be liquidated and
dissolved in accordance with the provisions of Article 14 of
Chapter 55 of the North Carolina Business Corporation Act.
A copy of the Disclosure Statement is available for free at
http://is.gd/aXaMyt
About Garlock Sealing
Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than
a century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.
On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code. The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.
Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort. Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for
asbestos matters.
The Official Committee of Asbestos Personal Injury Claimants in the
Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.
Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P.
Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his
co-counsel.
Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against Garlock Sealing at $125 million, consistent with the
positions GST put forth at trial.
GEVO INC: Deloitte & Touche Expresses Going Concern Doubt
---------------------------------------------------------
Gevo, Inc., filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K for the year ended Dec. 31, 2014.
Deloitte & Touche LLP expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
amount of existing working capital at Dec. 31, 2014 was not
sufficient to meet the cash requirements to fund planned operations
through Dec. 31, 2015 without additional sources of cash.
The Company reported a net loss of $41.1 million on $28.3 million
of total revenues for the year ended Dec. 31, 2014, compared with a
net loss of $66.8 million on $8.22 million of total revenues in the
prior year.
The Company's balance sheet at Dec. 31, 2014, showed $98.9 million
in total assets, $52.0 million in total liabilities and total
stockholders' equity of $47.0 million.
A copy of the Form 10-K is available at:
http://is.gd/0UA1a8
Gevo, Inc., a renewable chemicals and biofuels company, focuses on
the development and commercialization of alternatives to
petroleum-based products based on isobutanol produced from
renewable feedstocks. The company operates in two segments, Gevo,
Inc.; and Gevo Development/Agri-Energy. The company engages in the
research and development, and production of isobutanol; development
of its proprietary biocatalysts; production and sale of biojet
fuel; and retrofit process of chemicals and biofuels. It is also
involved in the production of ethanol, isobutanol, and related
products. Gevo, Inc. produces and separates its renewable
isobutanol through the Gevo Integrated Fermentation Technology
platform. The company was formerly known as Methanotech, Inc. and
changed its name to Gevo, Inc. in March 2006. Gevo, Inc. was
founded in 2005 and is headquartered in Englewood, Colorado.
GLOBAL DIGITAL: PMB Expresses Going Concern Doubt
-------------------------------------------------
Global Digital Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the year
ended Dec. 31, 2014.
PMB Helin Donovan, LLP, expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has sustained a net loss from operations and has an
accumulated deficit.
The Company reported a net loss of $11.7 million on $695,000 of
revenue for the year ended Dec. 31, 2014, compared with a net loss
of $9.30 million on $nil of revenue in the prior year.
The Company's balance sheet at Dec. 31, 2014, showed $1.38 million
in total assets, $1.23 million in total liabilities and total
stockholders' equity of $152,000.
A copy of the Form 10-K is available at:
http://is.gd/EgwWAQ
About Global Digital Solutions
Global Digital Solutions, Inc., does not have significant
operations. The company focuses on small arms manufacturing.
Previously, it was engaged in providing telecom and data
engineering services.
GOURMET EXPRESS: Gets Revolving Credit to Survive
-------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Gourmet Express LLC received court approval to
obtain revolving credit to continue operations for the remainder of
April.
According to the report, on April 1, the judge approved continued
use of the revolving credit provided prepetition by Sienna Lending
Group LLC, which was owed $1.5 million at the outset. A final
hearing is set for April 29.
Gourmet Express Acquisition Fund, LLC, and its three affiliates
sought Chapter 11 bankruptcy protection on March 16, 2015, (Bankr.
D. Md., Case No. 15-13670). The case is assigned to Judge Nancy
V.
Alquist.
The Debtors' counsel is Dennis J. Shaffer, Esq., at Whiteford,
Taylor, & Preston, LLP, in Baltimore, Maryland. Traxi, LLC,
serves
as the Debtors' financial advisor.
GRIDWAY ENERGY: Seeks July 6 Extension of Plan Filing Date
----------------------------------------------------------
Sherri Toub, a bankruptcy columnist at Bloomberg News, reported
that Glacial Energy Holdings has filed a motion seeking further
extension of its exclusive period to file a plan until July 6
although the company says its Chapter 11 effort will end in
dismissal or conversion.
According to the report, at an April 15 hearing, the company will
seek approval of an accord with the buyer of most assets to provide
some funding for the future. Among other things, the agreement
will allow for payment of U.S. Trustee and professional fees, the
report related.
About Gridway Energy
Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural
gas
in markets that have been restructured to permit retail
competition
-- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead
Case No. 14-10833) on April 10, 2014.
The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S. A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.
The Debtors blamed the bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations. Gridway defaulted on $60 million
of debt.
Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer. But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.
The Debtors are represented by Michael R. Nestor, Esq., Joseph M.
Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A.
Salzberg, Esq., at Patton Boggs LLP. They employed Omni
Management Group, LLC, as claims and notice agent.
Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.
The Creditors' Committee is represented by Sharon Levine, Esq.,
and
Philip J. Gross, Esq., at Lowenstein Sandler LLP; and Frederick B.
Rosner, Esq., and Julia B. Klein, Esq., at The Rosner Law Group
LLC.
Vantage is represented in the case by Ingrid Bagby, Esq., David E.
Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at
Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A.
HARVEST OPERATIONS: Moody's Affirms 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service raised Harvest Operations Corp.'s
Speculative Grade Liquidity Rating to SGL-3 from SGL-4. The outlook
for the bonds guaranteed by Korea National Oil Company (Aa3
positive, KNOC) was changed to positive and the rating remains Aa3.
Moody's also affirmed Harvest's B1 Corporate Family Rating, B1-PD
Probability of Default Rating and B2 rating on the US$500 million
senior unsecured notes due 2017. Harvest's outlook remains
negative. The liquidity action was taken following KNOC's guarantee
of Harvest's revolver which gave Harvest needed covenant relief,
while the outlook change on the KNOC-guaranteed debt reflects the
same change in outlook on KNOC's own rating.
Issuer: Harvest Operations Corp.
-- Speculative Grade Liquidity Rating, raised to SGL-3 from
SGL-4
-- Probability of Default Rating, Affirmed B1-PD
-- Corporate Family Rating, Affirmed B1
-- Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD4)
-- Backed Senior Unsecured Regular Bond/Debenture, Affirmed Aa3
-- Outlook remains Negative
Harvest's B1 CFR reflects its stand-alone credit profile of B3 and
implicit support from its 100% parent, KNOC, for which Moody's
attribute two notches of rating uplift. The B3 stand-alone credit
profile is constrained by very high leverage across all metrics,
declining reserves base and very weak operating efficiency. The
rating favorably considers Harvest's 65% oil- and liquids-weighted
production platform, and sizeable reserves base. Harvest is KNOC's
largest subsidiary in terms of reserves and production. Given
Harvest's importance and relevance to KNOC's broader corporate
strategy, Moody's expect Harvest's future growth and capital
decisions to continue to be steered by KNOC.
The SGL-3 Speculative Grade Liquidity Rating reflects adequate
liquidity through March 31, 2016. At December 31, 2014, Harvest had
no cash and about C$320 million available under its forthcoming
amended C$940 million revolving credit facility due April 30, 2017.
Moody's expect Harvest to fund negative free cash flow of about
C$275 million from December 31, 2014 to March 31, 2016 through its
revolver. Moody's expect Harvest to remain in compliance with its
sole financial covenant (total debt to capitalization less than
70%) through this period. Harvest has some ability to sell assets
to raise additional funds to support its liquidity. KNOC has
provided significant financial support to Harvest since acquiring
it in December 2009. While Moody's anticipate that KNOC will
continue to support Harvest, this is not factored into the SGL
rating, which Moody's consider on a standalone basis.
The negative outlook reflects our expectation that Harvest's
operating performance will remain weak. The outlook could be
changed to stable if Harvest is able improve its operating
performance.
The non-guaranteed ratings could be upgraded if Harvest
demonstrates a considerable improvement in operating performance.
The rating on the guaranteed bonds would be upgraded if KNOC was
upgraded.
The non-guaranteed ratings could be downgraded if Harvest's
liquidity weakens or if EBITDA to interest was likely to fall below
1.5x. The non-guaranteed ratings could also be downgraded on a
change in our view of the support provided by KNOC. The rating on
the guaranteed bonds would be downgraded if KNOC was downgraded.
Harvest is a Calgary, Alberta based oil and natural gas company and
wholly-owned subsidiary of KNOC. Harvest has production of about
37,000 barrels of oil equivalent per day (net of royalties) and a
proved reserve base of 181,000 thousand barrels of oil equivalent.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.
HUTCHESON MEDICAL: Atty Wrecked $20M Deal by Sharing Emails
-----------------------------------------------------------
Law360 reported that Hutcheson Medical Center Inc. has accused its
former counsel at Miller & Martin PLLC of passing along
confidential information to opposing counsel on a soured deal that
could cost the bankrupt hospital $20 million.
According to the rpeort, HMC's motion in Georgia federal court says
that Ward Nelson of Miller & Martin discreetly copied Erlanger
Health System representatives on emails discussing HMC's
negotiating position in a $20 million agreement Erlanger signed to
help keep the hospital afloat.
"As a result, Erlanger was able to secretly conspire with Miller &
Martin to steer HMC towards execution of a series of contracts that
are highly favorable to Erlanger," HMC's renewed motion to amend
its answer and counterclaims states, the report related.
The case is Chattanooga-Hamilton County Hospital Authority v.
Hospital Authority of Walker, Dade and Catoosa Counties et al.,
case number 4:14-cv-00040, in the U.S. District Court for the
Northern District of Georgia.
About Hutcheson Medical Center
Hutcheson Medical Center, Inc., operates the 179-bed hospital and
related ancillary facilities, including, without limitation, a
skilled nursing home and an ambulatory surgery center, located in
Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center. HMC
leases the land and buildings that comprise the Medical Center
from The Hospital Authority of Walker, Dade and Catoosa Counties.
HMC and Hutcheson Medical Division, Inc., sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and
14-42864) in Rome, Georgia, on Nov. 20, 2014. The cases are
jointly administered under Case No. 14-42863.
The cases have been assigned to the Honorable Paul W. Bonapfel.
The Debtors are represented by Ashley Reynolds Ray, Esq., and J.
Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta,
Georgia.
The Debtors' Chapter 11 Plan and Disclosure Statement are due
March
20, 2015.
HMC disclosed $32.8 million in assets and $52.9 million in
liabilities as of the Chapter 11 filing.
No request has been made for the appointment of a trustee or
examiner.
JEFFREY P. ALEXANDER: Has Chief Restructuring Officer
-----------------------------------------------------
Jeffrey P. Alexander, DDS, Inc., on March 2, 2015, filed an
Application for Order Authorizing Employment of Chief Restructuring
Officer which listed certain areas of discretionary authority and
areas of participatory authority that the Chief Restructuring
Officer would have. A hearing was held on March 4, and the
Application was approved by the court.
A status conference was set for April 8, 2015. The court has
reviewed the Status Conference Statement filed by the Debtor on
April 6, 2015, and requests the CRO be prepared to report to the
court what work has been completed in this case.
The Court's Memorandum dated April 7, a copy of which is available
at http://is.gd/mIhsUyfrom Leagle.com, provided that, "If the CRO
is able to attend the April 8 status conference, the CRO should be
prepared to report any proposals and recommendations in the areas
of his discretionary authority and participatory authority as
outlined in the Application. If the CRO cannot attend the status
conference, the Debtor's counsel or any other interested party may
report the actions made by the CRO in the case."
Jeffrey P. Alexander, DDS, Inc., dba A Youthful Tooth, in Oakland,
Calif., filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case
No. 14-43851) on Sept. 19, 2014. Judge William J. Lafferty
presides over the case. Chris D. Kuhner, Esq., at Kornfield,
Nyberg, Bendes and Kuhner, P.C., serves as the Debtor's counsel.
In its petition, the Debtor listed total assets of $3.55 million
and total liabilities of $3.95 million. The petition was signed
by Jeffrey P. Alexander, president. A list of the Debtor's 15
largest unsecured creditors is available for free at
http://bankrupt.com/misc/canb14-43851.pdf
KARMALOOP INC: Wants Bonuses for Non-Insider Employees
------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Karmaloop Inc. wants permission to pay
retention bonuses totaling about $260,000 to 15 non-insider workers
deemed vital to operations and going-concern sale efforts.
According to the report, the bonus plan was designed to encourage
key workers in various departments -- including merchandising,
accounting, sales and operations -- to remain with Karmaloop during
the sale process and to complete post-sale work as required. If a
Delaware judge blesses the retention plan at a hearing set for
April 30, the participants will get 25 percent of the bonus within
30 days of the court's approval order, with the remainder coming
due when the sale is completed, the report related.
About Karmaloop Inc.
Karmaloop, Inc., founded in 1999 by Gregory Selkoe, is a
cross-platform digital commerce and media property company that
specializes in the sale of global streetwear fashion and culture.
Karmaloop specializes in the sale of over 400 brands of apparel,
shoes and accessories via an e-commerce business model. The
company has nearly 5 million monthly unique visitors, 2.2 million
Facebook followers and 800,000 Twitter followers.
On March 23, 2015, Karmaloop, Inc. and KarmaloopTV, Inc. filed
voluntary Chapter 11 bankruptcy petitions in the United States
Bankruptcy Court for the District of Delaware (Lead Case No.
15-10635). The cases are assigned to Judge Kevin J. Carey.
The Debtors tapped Burns & Levinson LLP and Womble Carlyle
Sandridge & Rice, LLP as attorneys; CRS Capstone Partners LLC as
financial advisor and Capstone's Brian L. Davies, Jr., as
restructuring officer; and Omni Management Group, LLC as claims
and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors of Karmaloop
Inc. to serve on the official committee of unsecured creditors.
LABRADOR IRON: Gets Stay Order from Ontario Superior Court
----------------------------------------------------------
Labrador Iron Mines Holdings and two of its affiliates, Labrador
Irone Mines Limited and Schefferville Mines Inc., obtained an order
from the Ontario Superior Court of Justice to impose a stay of
proceedings against their creditors.
In connection with the stay order, Duff & Phelps Canada
Restructuring Inc. was named monitor of the companies' business and
financial affairs. The firm can be reached at:
Duff & Phelps Canada Restructuring Inc.
c/o Amanda Bezner
333 Bay Street, 14th
Toronto, Ontario M5H 2R2
Tel: (416) 932-6020
Fax: (647) 497-9471
Email: amanda.bezner@duffandphelps.com
Based in Canada, Labrador Iron Mines --
http://www.labradorironmines.ca/-- engages in the mining,
exploration and development of direct shipping deposits located in
the Schefferville/Menihek region of the prolific Labrador Trough.
LEE STEEL: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Lee Steel Corporation 15-45784
45525 Grand River Ave.
Novi, MI 48374
Taylor Industrial Properties, LLC 15-45785
4L Ventures, LLC 15-45788
Type of Business: Steel Industry
Chapter 11 Petition Date: April 13, 2015
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Hon. Marci B McIvor
Debtors' Counsel: Joshua A. Gadharf, Esq.
Stephen M. Gross, Esq.
Jayson Ruff, Esq.
MCDONALD HOPKINS PLC
39533 Woodward Avenue, Suite 318
Bloomfield Hills, MI 48304
Tel: (248) 593-2942
Email: jgadharf@mcdonaldhopkins.com
sgross@mcdonaldhopkins.com
jruff@mcdonaldhopkins.com
Debtors' Laura A. Marcero
Financial HURON CONSULTING SERVICES LLC
Advisors:
Debtors' EPIQ BANKRUPTCY SOLUTIONS, LLC
Claims,
Noticing,
and Balloting
Agent:
Estimated Assets: $10 million to $50 million
Estimated Debts: $50 million to $100 million
The petition was signed by Laura Marcero, chief restructuring
officer.
Consolidated List of Debtor's 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Essar Steel Algoma Inc. Accounts Payable $2,509,687
c/o Ajay Gawri
C/O 910691
Toronto, ON M5W OE9
CA
Tata Steel UK Limited Accounts Payable $2,133,302
Sara Cunningham
HSBC Bank PLC London
Swift: MIDLGB22
1970 CA IJmuiden GB
NLMK USA Accounts Payable $1,250,593
Kathy Longo
62520 Collections Center Drive
Chicago, IL 60693-0625
Metallia U.S.A. LLC Accounts Payable $1,240,060
Josh Gertelman
2200 Fletcher Ave
Fort Lee, NJ 07024
Tata Steel IJMUIDEN BV Accounts Payable $1,052,072
Anja Poorter-Keur
Royal Bank of Scotland
Swift Code: RBOSNL2A
CB
Nippon Steel Trading America Accounts Payable $772,698
Barry Allman
8600 W Bryn Mawr Ave
Chicago, IL 60631
North Star Bluscope Steel LLC Accounts Payable $485,925
Laurie Holt
25544 Network Place
Chicago, IL 60673-1255
AK Steel Corporation Accounts Payable $289,231
Brandon Hill
14723 Collections Center Drive
Chicago, IL 60693
Arcelormittal USA, LLC Accounts Payable $273,042
Ashley Vichio
25465 Network Place
Chicago, IL 60673-1255
General Motors Corp. Accounts Payable $136,377
Truck City Express, LLC Accounts Payable $67,552
Grand Steel Products, Inc. Accounts Payable $58,987
Maksteel Accounts Payable $50,828
Nissan North America, Inc.; Accounts Payable $44,980
Steel Dynamics Flatrool Div. Accounts Payable $40,396
Expert Metal Services-PA Accounts Payable $38,435
Davis & Davis Interior Designs Accounts Payable $38,083
Acciaieria Arvedi S.p.A. Accounts Payable $36,975
Universal Steel Co. of Penn. Accounts Payable $34,750
Omni Metals Accounts Payable $33,915
CSN LLC Accounts Payable $31,333
Shelby Steel Processing Accounts Payable $28,340
AK Steel Dearborn Accounts Payable $23,606
United States Steel Corp. Accounts Payable $22,588
Midwest Industrial Lumber, Inc. Accounts Payable $19,119
Roger Graham Trucking Accounts Payable $18,366
O & I Transport Inc. Accounts Payable $17,657
Ace Doran Hauling & Rigging Co. Accounts Payable $16,997
Plante & Moral LLC Accounts Payable $16,110
Delaco Steel Products Accounts Payable $15,501
LEE STEEL: Michigan Steel Supplier Files for Bankruptcy
-------------------------------------------------------
Lee Steel Corp., the Novi, Michigan-based manufacturer of steel for
the automotive industry, has sought bankruptcy protection due to
cash flow and debt service issues brought by the continues drop in
steel prices and the inability of its environmentally-friendly
steel pickling business to take off.
Privately-held Lee Steel said it negotiated an "out-of-court"
restructuring based upon the lender, Huntington National Bank,
providing out of formula funding and its majority stockholder
contributing funding to enable Lee Steel to make a payment to
unsecured creditors, certain major unsecured creditors did not
agree to terms that were feasible given the Debtors' constrained
projected cash flow and projected performance based upon market
conditions existing currently in the steel industry.
Prior to the collapse in steel prices, Lee Steel was profitable and
had annual revenue of approximately $100 million. The vast
majority of customers are Tier 1 and Tier 2 suppliers to the
automotive industry operating in a "just in time" environment.
Gross sales for the fiscal year ended Sept. 30, 2014, were $117
million.
$50.3MM Secured Debt
Prepetition, Huntington National Bank provided the Debtors funding
in the form of term loans, line of credit and letter credit. As of
the bankruptcy filing, the Debtor owe $50.3 million, which is
secured by all of the assets of the Debtors.
As of Feb. 28, 2015, the Debtors have consolidated assets of $92.7
million.
The Taylor family owns 100% of the ownership interests in Lee
Steel, with the William Zachary Taylor Living Trust holding 88%,
Thomas E. Taylor 6%, and Scott Taylor 6%.
Road to Bankruptcy
Laura A. Marcero, CRO, explains in a court filing that in the
summer of 2012, the Debtors began construction of the Romulus,
Michigan facility, and the Eco-Pickled Surface Coil Line ("EPS
Equipment"), based upon a strategy that this new "green" technology
pickling equipment would enable Lee Steel to avoid the costs of
outside steel pickling processing and provide an additional income
stream as it could sell its eco-friendly state of the art pickling
process service to others in the industry.
In order to finance the construction of this new facility, Lee
Steel obtained an equipment line of credit for $12,900,000 and
affiliate 4L Ventures, LLC borrowed $11,122,000 from Huntington.
However, due to unforeseen construction issues, the Debtors'
construction of the Romulus facility was delayed frequently and the
Debtors incurred cost over-runs of $4 million on the project, which
took over 2 years and required significant cash from Lee Steel in
addition to funding provided by Lender.
In September 2014, Lee Steel finally was able to vacate its former
Detroit, Michigan facility and had relocated all of its equipment
in the Taylor Industrial facility where it began operations.
Potential customers of the EPS Equipment have been running quality
trials since September 2014, because their end customers,
frequently automotive companies, require parts to receive "PPAP"
and other approvals before they can change processes or suppliers.
Although most customers have reported to Lee Steel that parts made
using steel pickled on the EPS Equipment has been or will be
approved, the volumes of outside picking services being sold has
been minimal, possibly due to the environmentally friendly process
being more expensive than traditional processes and a reluctance to
try new processes.
Since inception, the EPS Equipment has only averaged outside sales
of approximately $75,000 per month and, while Lee Steel is able to
avoid the costs of having third parties pickle the steel it sells,
the EPS Equipment pickling business from July 2014 through February
2015 generated losses of $1.3 million.
In addition to the significantly increased debt service and the
losses generated by the EPS Equipment, market prices for steel
dropped significantly in late 2014 -- between $90 to $120 per ton
or 10% to 20%. This trend continued in the first quarter of 2015
with pricing deteriorating another 20%.
While Lee Steel was able to maintain pricing through January 2015,
because its customers' contracts are indexed or they purchase based
upon current market pricing, Lee Steel's revenues dropped from
$9.16 million in January 2015 to $7.24 million in February 2015
with similarly depressed pricing being projected for at least the
next two quarters.
The losses caused by the decline in top line revenue, combined with
the excessive debt service attributable to the Romulus facility,
and the EPS Equipment, resulted in extreme cash flow issues and an
inability to meet credit terms with suppliers, as well as
obligations due under the credit agreement with Lender.
The Debtors defaulted under the credit agreement, and on March 25,
2015, Lender issued a notice of default and demand for payment,
which prompted the Chapter 11 filing of the Debtors.
First Day Motions
The Debtors on the Petition Date filed motions to:
-- jointly administer their Chapter 11 cases;
-- use cash collateral;
-- pay prepetition wages and benefits of employees;
-- pay prepetition trust fund taxes;
-- extend the deadline to file their schedules and statements;
-- continue using their cash management system;
-- honor obligations to critical vendors; and
-- prohibit utilities from discontinuing service.
A hearing on select first-day motions is slated for April 15, 2015,
at 10:00 a.m.
A copy of the affidavit in support of the first-day motions is
available for free at:
http://bankrupt.com/misc/Lee_1st_Day_Affidavit.pdf
About Lee Steel
Lee Steel Corp. is in the business of providing a full range of
flat rolled steel, including hot rolled steel, cold rolled steel,
and exposed coated products for automotive and other manufacturing
industries. Lee Steel operates from special purpose facilities
located in Romulus, Michigan and Wyoming, Michigan. The corporate
headquarter are located in Novi, Michigan.
On April 13, 2015, Lee Steel and 2 affiliated companies -- Taylor
Industrial Properties, L.L.C., and 4L Ventures, LLC -- each filed a
Chapter 11 bankruptcy petition in Detroit, Michigan (Bankr. D.
Del.). The cases have been assigned to Judge Marci B McIvor. The
Debtors are seeking to have their cases jointly administered for
procedural purposes, with all pleadings to be maintained on the
case docket at Case No. 15-45784.
The Debtors have tapped McDonald Hopkins PLC as counsel; Huron
Business Advisory, as financial advisor; and Epiq Bankruptcy
Solutions as claims and noticing agent.
Lee Steel estimated $10 million to $50 million in assets and $50
million to $100 million in debt as of the bankruptcy filing.
The Chapter 11 plan and disclosure statement are due by Aug. 11,
2015.
LIFE PARTNERS: Judge Says Units Can Join Parent in Bankruptcy
-------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Life Partners Holdings Inc.'s units, including
the operating subsidiary that buys rights to life insurance death
benefits and sells them to investors, can join their parent in
bankruptcy, a judge ruled.
According to the report trustee Thomas Moran II said in his request
for permission to file new bankruptcies that putting the operating
unit, Life Partners Inc., into bankruptcy would protect it from
lawsuits, allow for the removal of current board members and help
in the reorganization of assets. U.S. Bankruptcy Judge Russell
Nelms in Fort Worth, Texas, authorized Mr. Moran to "take such
actions as are necessary to cause LPI, LPIFS and any other direct
or indirect subsidiaries" to file bankruptcy, the report related.
About Life Partners
Life Partners Holdings, Inc., is the parent company of the world's
oldest company engaged in the secondary market for life insurance,
commonly called "life settlements." Since its incorporation in
1991, Life Partners, Inc. has completed over 162,000 transactions
for its worldwide client base of over 30,000 high net worth
individuals and institutions in connection with the purchase of
over 6,500 policies totaling over $3.2 billion in face value.
Waco, Texas-based Life Partners -- http://www.lphi.com/-- is a
financial services company engaged in the secondary market for
life
insurance known as life settlements.
Life Partners sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex., Case No. 15-40289) on Jan. 20, 2015. The
case is assigned to Judge Russell F. Nelms.
The U.S. Trustee for Region 6 appointed three creditors of Life
Partners Holdings to serve on the official committee of unsecured
creditors. The Committee tapped Munsch Hardt Kopf & Harr, P.C.,
as
counsel.
Tracy A. Bolt of BDO USA, LLP, was named as examiner for the
Debtor's case.
H. Thomas Moran II was appointed as Chapter 11 trustee for the
case.
LIFE UNIFORM: Bankruptcy Case Dismissed
---------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Life Uniform and Uniform City had the remnants
of its former 205-store of hospital uniforms and accessories
dismissed on April 1 by the bankruptcy court in Delaware.
According to the report, there was about $2 million left, not
enough for full payment of costs of the Chapter 11 effort and
professionals' fees. The judge is allowing the company after
dismissal to pay in full some $1.2 million of Chapter 11 expenses,
the report related.
Professionals will share about $750,000 toward fees totaling some
$1.1 million and nothing is left for unsecured creditors and thus
no reason for the expense of implementing a Chapter 11 plan, the
report said.
About Life Uniform
Life Uniform was founded in 1965 when Angelica Corporation
decided to enter the retail uniform industry. The first Life
Uniform store opened in 1965 in Clayton, Missouri. At present,
Life Uniform is the nation's largest independently owned medical
professional supplier.
Sun Uniform LLC acquired Life Uniform in July 2004. Since the
acquisition by Sun the company addressed sagging profitability
and overhead issues and quickly drove increases in profitability
through a combination of store rationalization and sensible
corporate overhead initiatives. However, recent performance has
been declining in terms of revenue. This is due to the company's
liquidity issues, which prevented the company from completing its
e-commerce system upgrade, encourage better pricing from vendors,
and maintain sufficient capital.
Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013. The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer. Life Uniform Holding disclosed $10,695,870 in
assets and $36,821,034 in liabilities as of the Chapter 11
filing.
Life Uniform and Uniform City received court authority on July 26
to sell the business for $22.6 million to Scrubs & Beyond LLC.
There were no competing bids, so an auction wasn't held.
First lien lender CapitalSource Finance LLC is owed on a $11.5
million revolver and $26 million term loan. CapitalSource is
represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and
Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP.
Sun Uniforms Finance LLC is owed $6.1 million in principal on a
second lien note and holds two additional notes, each in the
original principal of $1.08 million. Angelica Corp. holds an
unsecured junior subordinate not in the principal amount of $5.48
million.
Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg,
LLP, serves as the Debtors' counsel. Epiq Bankruptcy Solutions
acts as the Debtors' administrative agent, and claims and noticing
agent. he Debtors' financial advisor is Capstone Advisory Group,
LLC. rowe Horwath LLP serves as tax accountants and Brown Smith
Wallace LLC as wind-down tax accountants.
Richard Stern, Esq., at Luskin Stern & Eisler LLP, was appointed
independent fee examiner in the case. Luskin, Stern & Eisler LLP
serves as his counsel and The Rosner Law Group LLC, serves as his
Delaware counsel.
The Official Committee of Unsecured Creditors is represented by
Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian,
Esq., at Cousins Chipman & Brown, LLP as counsel.
The U.S Trustee for Region 3 appointed Boris Segalis of
InfoLawGroup LLP as consumer privacy ombudsman in the case.
LITTLE SAIGON NEWS: Case Summary & 15 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: The Little Saigon News Incorporated
dba Saigon Nho
13861 Seaboard Circle
Garden Grove, CA 92843
Case No.: 15-11875
Chapter 11 Petition Date: April 13, 2015
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Judge: Hon. Mark S Wallace
Debtor's Counsel: Leonard Pena, Esq.
PENA & SOMA, APC
402 S Marengo Ave, Ste B
Pasadena, CA 91101
Tel: 626-396-4000
Fax: 213-291-9102
Email: lpena@penalaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Brigitte Huynh, CEO.
A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb15-11875.pdf
MBAC FERTILIZER: OSC Grants Temporary Management Cease Trade Order
------------------------------------------------------------------
MBAC Fertilizer Corp. is providing this bi-weekly default status
report in accordance with National Policy 12-203 respecting Cease
Trade Orders for Continuous Disclosure Defaults. On March 30,
2015, the Company announced that, for the reasons set out in the
Default Announcement, the filing of the Company's audited annual
financial statements, related management's discussion and analysis,
annual information form, and accompanying CEO and CFO
certifications for the financial year ended December 31, 2014 would
not be completed by the prescribed period for the filing of such
documents under Parts 4 and 5 of National Instrument 51-102
respecting Continuous Disclosure Obligations and pursuant to
National Instrument 52-109 respecting Certification of Disclosure
in Issuer's Annual and Interim Filings, namely within 90 days of
the year-end, being March 31, 2015.
As a result of this delay in the filing of the Required Filings,
the Ontario Securities Commission granted a temporary management
cease trade order on April 8, 2014 against the Company's Chief
Executive Officer and Chief Financial Officer, as opposed to a
general cease trade order against the Company. The MCTO prohibits
all trading in securities of the Company, whether directly or
indirectly, by the Company's Chief Executive Officer and Chief
Financial Officer. The MCTO does not affect the ability of
shareholders who are not insiders of the Company to trade their
securities. However, the applicable Canadian securities regulatory
authorities could determine, in their discretion, that it would be
appropriate to issue a general cease trade order against the
Company affecting all of the securities of the Company.
MBAC's Board of Directors and management confirm that they are
working expeditiously to meet the Company's obligations relating to
the filing of the Required Filings no later than April 30, 2015.
Pursuant to the provisions of the alternative information
guidelines specified in Section 4.4 of NP 12-203, the Company
reports that since the Default Announcement:
-- There have been no material changes to the information
contained in the Default Announcement;
-- There have been no failures by the Company to fulfill its
stated intentions with respect to satisfying the provisions of the
alternative reporting guidelines;
-- There has not been, nor is there anticipated to be, any
specified default subsequent to the default which is the subject of
the Default Announcement; and
-- There is no other material information respecting the Company's
affairs that has not been generally disclosed.
Until the Required Filings have been filed, the Company intends to
continue to satisfy the provisions of the alternative information
guidelines specified in Section 4.4 of NP 12-203 by issuing
bi-weekly default status reports in the form of further press
releases, which will also be filed on SEDAR. The Company would
file, to the extent applicable, its next default status report on
or about April 28, 2015.
Should the Company fail to file the Required Filings by April 30,
2015 or fail to provide bi-weekly status reports in accordance with
NP 12-203, the OSC can impose a cease trade order on MBAC, such
that all trading in securities of the Company cease for such period
as the OSC may deem appropriate.
About MBAC
MBAC -- http://www.mbacfert.com-- is focused on becoming a
significant integrated producer of phosphate fertilizers and
related products in the Brazilian market. MBAC has an experienced
team with significant experience in the business of fertilizer
operations, management, marketing and finance within Brazil. MBAC
owns and operates the Itafos Arraias SSP Operations which consists
of an integrated fertilizer producing facility comprised of a
phosphate mine, a mill, a beneficiation plant, a sulphuric acid
plant, an SSP plant and a granulation plant and related
infrastructure located in central Brazil. The Itafos Operations
are estimated to have production capacity of approximately 500,000
tonnes of SSP per annum. MBAC's exploration portfolio includes a
number of additional exciting projects, which are also located in
Brazil. The Santana Phosphate Project is a high grade phosphate
deposit located in close proximity to the largest fertilizer market
of Mato Grosso State and animal feed market of Para State.
MELA SCIENCES: Posts $14.1-Million Net Loss in 2014
---------------------------------------------------
MELA Sciences, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the year ended Dec.
31, 2014.
EisnerAmper LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company has
not yet established an ongoing source of revenue sufficient to
cover its operating costs and has suffered recurring losses from
operations.
The Company reported a net loss of $14.1 million on $915,000 of net
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $26.0 million on $536,000 of net revenues in the prior year.
The Company's balance sheet at Dec. 31, 2014, showed $20.07 million
in total assets, $7.79 million in total liabilities, and
stockholders' equity of $12.3 million.
A copy of the Form 10-K is available at:
http://is.gd/Dl2R0j
New York-based MELA Sciences, Inc. -- http://www.melasciences.com/
-- is a medical device company focused on the commercialization of
its flagship product, MelaFind(R), and the further design and
development of MelaFind(R) and the Company's technology.
MelaFind(R) is a non-invasive, point-of-care instrument to aid in
the detection of melanoma.
The Company reported a net loss of $2.29 million on $218,000 of net
revenues for the three months ended Sept. 30, 2014, compared to a
net loss of $7.4 million on $107,700 of net revenues for the same
period during the prior year.
The Company's balance sheet at Sept. 30, 2014, showed $24.3 million
in total assets, $9.09 million in total liabilities
and total stockholders' equity of $15.2 million.
MONEYGRAM INT'L: S&P Lowers Issuer Credit Rating to B+
------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit rating on MoneyGram International to 'B+' from 'BB-'. The
outlook is stable.
At the same time, S&P lowered its issue-level ratings on
MoneyGram's senior secured $980 million term loan and $150 million
revolving credit facility to 'B+' from 'BB-'. The recovery rating
remains '3', indicating S&P's expectation for meaningful (50%-70%)
recovery for lenders in the event of a payment default. S&P's
recovery expectations are in the lower half of the 50%-70% range.
"The downgrade reflects our revised forecast for 2015 EBITDA to
decline by approximately 10%, incorporating the significant U.S.
market share MoneyGram has lost in 2014 and the pricing actions the
company introduced," said Standard & Poor's credit analyst Igor
Koyfman. Under S&P's revised forecast, it believes MoneyGram's
debt to EBITDA, as defined by Standard & Poor's, will be in the
mid-5x area, which we consider to be "highly leveraged." S&P's
calculation of leverage does not align with MoneyGram's financial
covenants and S&P expects the company to stay in compliance with
the 4.75x total secured leverage covenant through Dec. 31, 2015.
Although MoneyGram's cross-border business has delivered strong
results, the increasingly competitive environment has affected the
U.S.-to-U.S. corridor. During the second quarter of 2014 Wal-Mart
reached an agreement with Ria Financial Services, a subsidiary of
Euronet Worldwide Inc., to provide Wal-Mart-to-Wal-Mart U.S.-only
money transfers at more than 4,000 of its stores at a cost below
MoneyGram's Wal-Mart prices. On a year-over-year basis,
fourth-quarter 2014 money-transfer volume was down 40% for the
U.S.-to-U.S. corridor, up 12% for non-U.S. send transactions, and
up 14% for U.S.-outbound transactions (including 14% growth in
U.S.-to-Mexico). MoneyGram also cut prices during the fourth
quarter.
S&P's "fair" business risk assessment is based on MoneyGram's good
market position in the money-transfer industry, especially
internationally, and steady growth of the remittance market. The
company's money-transfer business, which generates more than 90% of
total revenues, provides money-transfer and bill-payment services
to consumers through a network of approximately 350,000 agent
locations. MoneyGram is one of the largest global money transfer
companies, behind market leader Western Union.
Still, S&P believes that MoneyGram's agent-client concentration is
a risk factor. If one or more of the company's critical
relationships were discontinued, it would hurt the company's
financial results. Large agents can constrain profits by
influencing product pricing or demanding additional financial
concessions. Within the Global Funds Transfer segment, the top 10
relationships contribute 39% of total company revenue during 2014,
with Wal-Mart remaining as the top agent.
The stable outlook reflects S&P's expectation for continued growth
in MoneyGram's U.S. outbound and non-U.S. transactions, coupled
with expansion of the self-service money transfer business. Still,
S&P believes competition could counteract any material benefit in
earnings that relate to moderate improvements in the global economy
and an increase in its agent locations.
MoneyGram's concentrated ownership and relatively high agent
concentration in its Global Funds Transfer segment will continue to
limit the rating. However, S&P would upgrade MoneyGram if S&P was
confident that leverage would be maintained well below 5x and that
THL's and Goldman Sachs's future exit strategy wouldn't result in
significantly higher leverage.
S&P could lower the rating if MoneyGram incurs higher-than-expected
compliance costs, financial performance deteriorates as a result of
competition, or the company issues additional debt to finance a
payout to shareholders.
NELSON EDUCATION: Preparing to File for Bankruptcy in Canada
------------------------------------------------------------
Cecile Gutscher and Laura J. Keller, writing for Bloomberg news,
reported that Apax Partners and Omers Private Equity Inc. will
relinquish ownership of textbook publisher Nelson Education Ltd. to
a group of investors who own the company's top-tier debt as part of
a restructuring agreement.
According to the report, citing four people with direct knowledge
of the situation, creditors led by Ares Management, Citigroup Inc.,
Mudrick Capital Management and Sound Point Capital Management have
agreed to a plan that gives them control of Nelson. The publisher
is preparing to file for bankruptcy in Canada under the Companies'
Creditors Arrangement Act, the report related, further citing the
people.
NSB ADVISORS: Court Approves Sale of Assets to Emancipation Mngt.
-----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that a bankruptcy judge in New York approved the
sale of NSB Advisors LLC's assets to initial bidder Emancipation
Management LLC after no competing bids surfaced.
According to the report, the Emancipation contract provides for
payment of $25,000 plus 20% of the revenue generated from existing
customers in the next two years.
Fishkill, New York-based NSB Advisors LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
15-35009) on Jan. 5, 2015. The case is assigned to Judge Cecelia
G. Morris. The Debtor's counsel is Alan D. Halperin, Esq., at
Halperin Battaglia Raicht, LLP, in New York.
PERRY ELLIS: Moody's Lowers Sr. Subordinated Notes Rating to B3
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings on Perry Ellis
International, Inc.'s senior subordinated notes to B3 from B2, due
to the company's announced redemption on May 6, 2015 of $100
million of the $150 million outstanding notes amount. The company
plans to finance the transaction with $100 million borrowings on
its asset-based revolver ("ABL", not rated by Moody's), which will
be upsized to $200 million from $125 million. Perry's Corporate
Family, Probability of Default, and Speculative-Grade Liquidity
ratings were affirmed at B1, B1-PD and SGL-2. The outlook remains
negative.
In accordance with Moody's loss given default framework, this
transaction increases the size and proportion of secured debt (in
the form of the ABL) in the capital structure. Therefore, the
subordinated notes are now rated two notches below the B1 corporate
family rating, reflecting their subordination to a larger amount of
secured debt.
Issuer: Perry Ellis International, Inc.
-- Corporate Family Rating, Affirmed B1
-- Probability of Default Rating, Affirmed B1-PD
-- Sr Subordinated Notes due 2019, Downgraded to B3(LGD5) from
B2(LGD4)
-- Speculative Grade Liquidity Rating, Affirmed SGL-2
-- Negative Outlook
The B1 Corporate Family Rating ("CFR") reflects the company's track
record of volatile financial performance, which is subject to
consumer spending, fashion trends, and sizeable customer
concentration with key retailers. The rating is weakly positioned
in the B1 category as a result of Perry's protracted operational
turnaround, low EBITA margin of 4% as of January 31, 2015 and
relatively high leverage of low 5 times (Moody's-adjusted). The
company's efforts to exit or license out underperforming brands,
rationalize costs, and improve product have started to pay off and
were evidenced in the last three quarters of fiscal 2015. However,
Perry needs to achieve substantial further improvement in the near
term in order to return to metrics that Moody's consider
appropriate for the B1 rating category. At the same time, Perry's
portfolio of well-known brands and wide range of price points
partially mitigate its fashion risk by targeting multiple
demographics through diversified distribution channels. The
company's good liquidity profile and relatively low level of funded
debt also support the rating.
The negative outlook reflects the risk that Perry's profit margins
and credit protection metrics may remain weak for the B1 Corporate
Family Rating on a sustained basis.
The ratings could be downgraded if Perry is unable to improve EBITA
margin to above 5% in the near term. Moody's could also downgrade
the rating if debt/EBITDA remains above 4.5 times or liquidity
materially deteriorates.
A rating upgrade is unlikely in the near future given the negative
outlook and the company's modest scale and inconsistent operating
performance. The outlook could be revised back to stable if the
company grows revenue and improves its profitability meaningfully,
and reduces leverage to below 4.5 times, while maintaining a good
liquidity profile. Moody's could consider an upgrade if Perry
materially enhances its scale and product diversity while
substantially improving EBITA margins and credit metrics.
Perry Ellis International, Inc., headquartered in Miami, Florida,
designs, distributes and licenses apparel and accessories for men
and women primarily in the U.S. The company owns or licenses a
portfolio of brands, including Perry Ellis, Rafaella, Laundry by
Shelli Segal, Callaway Golf, Original Penguin, Cubavera, and Nike
Swim. The company also operates roughly 75 owned stores. Revenues
for the fiscal year ended January 31, 2015 were approximately $890
million.
The principal methodology used in these ratings was Global Apparel
Companies published in May 2013. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies in
the U.S., Canada and EMEA published in June 2009.
POINT BLANK: Action to Compel Annual Meeting Not Barred by Stay
---------------------------------------------------------------
Bankruptcy Judge Christopher S. Sontchi granted Jeffrey R. Brooks'
"Motion for Relief from the Automatic Stay as Necessary to Enforce
Delaware State Law Rights to Compel An Annual Meeting" in the case
captioned IN RE: SS BODY ARMOR I, INC., ET AL., Chapter 11,
Debtors, CASE NO. 10-11255(CSS).
Judge Sontchi found that an action to compel an annual meeting is
not barred by the automatic stay. The Court also held that
oppositions to the Motion had the effect of seeking an injunction
of any Chancery Court action to compel a shareholder meeting and/or
the shareholder meeting, which was procedurally deficient under the
Federal Rule of Bankruptcy Procedure.
A copy of the Judge Sontchi's April 1, 2015 Opinion is available at
http://is.gd/JtHnF4from Leagle.com.
PACHULSKI STANG ZIEHL & JONES LLP, Laura Davis Jones --
ljones@pszjlaw.com -- David M. Bertenthal --dbertenthal@pszjlaw.com
-- James E. O'Neill -- joneill@pszjlaw.com -- Wilmington, DE,
Counsel to Debtors and Debtors in Possession.
THE ROSNER LAW GROUP LLC, Scott J. Leonhardt --
leonhardt@teamrosner.com -- Wilmington, DE, and ARENT FOX LLP,
Robert M. Hirsh -- robert.hirsh@arentfox.com -- George P. Angelich
-- george.angelich@arentfox.com -- New York NY, Counsel for the
Official Committee Unsecured Creditors.
CONNOLLY GALLAGHER LLP, Jeffrey C. Wisler --
jwisler@connollygallagher.com -- Wilmington, DE, Counsel for
Jeffrey R. Brooks.
BIFFERATO LLC, Ian Connor Bifferato -- cbifferato@bifferato.com
-- Thomas F. Driscoll III, Wilmington, DE, and BAKER & McKENZIE
LLP, John E. Mitchell -- john.Mitchell@bakermckenzie.com -- Rosa A.
Shirley -- rosa.Shirley@bakermckenzie.com -- Jonathan Rosamond --
jonathan.Rosamond@bakermckenzie.com-- Dallas, TX, Counsel for the
Official of Committee of Equity Security Holders.
CROSS & SIMON LLC, Christopher P. Simon -- csimon@crosslaw.com --
Kevin S. Mann -- kmann@crosslaw.com -- Wilmington, DE, and
LOWENSTEIN SANDLER LLP, Michael S. Etkin -- metkin@lowenstein.com
-- Roseland, NJ., Counsel to Lead Plaintiffs.
REED SMITH LLP, Kurt F. Gwynne -- kgwynne@reedsmith.com --
Wilmington, De, and David Mason, New York, NY, Counsel for
Khashayar Eynalhori. D. David Cohen, Steven Wildstein, Prescott
Group Capital Management and Eric Lay Appearing Pro Se.
About Point Blank
Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.
The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a $185
million fraud.
Point Blank Solutions, formerly DHB Industries, filed for Chapter
11 protection (Bankr. D. Del. Case No. 10-11255) on April 14, 2010.
Laura Davis Jones, Esq., Alan J. Kornfeld, Esq., David M.
Bertenthal, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang
Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor.
Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate
counsel. Epiq Bankruptcy Solutions serves as claims and notice
agent.
The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case. Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein, Esq.,
Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq., at Baker
& McKenzie LLP, serve as counsel for the Official Committee of
Equity Security Holders. Robert M. Hirsh, Esq., and George P.
Angelich, Esq., at Arent Fox LLP, serve as counsel to the Creditors
Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq.,
at the Rosner Law Group LLC, serve as co-counsel.
In October 2011, the Debtors sold substantially all assets to Point
Blank Enterprises, Inc. The lead debtor changed its name to SS
Body Armor I, Inc. following the sale.
POINT BLANK: Shareholder Meeting Won't Violate Stay, Court Says
---------------------------------------------------------------
L. John Bird, writing for Mondaq.com, reports that Judge Sontchi
held that an action to compel a shareholder meeting in the SS Body
Armor I, Inc. Chapter 11 case is not barred by the automatic stay.
Michael R. Lastowski, writing for Duane Morris Delaware Business
Law, relates that Jeffrey Brooks, brother of the Company's former
CEO David Brooks, issued a demand for a shareholder meeting. Tom
Hals at Reuters says that the Company hasn't held an annual meeting
since 2009.
According to Business Law, Mr. Brooks filed a motion with the
Bankruptcy Court for an order finding that an action in the
Chancery Court to compel an annual meeting would not violate the
automatic stay. The report adds that in the alternative, Mr.
Brooks sought relief from the stay.
Business Law states that SS Body and its debtor-affiliates opposed
the motion, claiming that Mr. Brooks controlled a 25% interest in
the Company and that his goal was to elect a new board which might
abandon the settlement.
About Point Blank
Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.
The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a $185
million fraud.
Point Blank Solutions, formerly DHB Industries, filed for Chapter
11 protection (Bankr. D. Del. Case No. 10-11255) on April 14, 2010.
Laura Davis Jones, Esq., Alan J. Kornfeld, Esq., David M.
Bertenthal, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang
Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor.
Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate
counsel. Epiq Bankruptcy Solutions serves as claims and notice
agent.
The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case. Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein, Esq.,
Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq., at Baker
& McKenzie LLP, serve as counsel for the Official Committee of
Equity Security Holders. Robert M. Hirsh, Esq., and George P.
Angelich, Esq., at Arent Fox LLP, serve as counsel to the Creditors
Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq.,
at the Rosner Law Group LLC, serve as co-counsel.
In October 2011, the Debtors sold substantially all assets to Point
Blank Enterprises, Inc. The lead debtor changed its name to SS
Body Armor I, Inc. following the sale.
PRM FAMILY: Seeks Confirmation of Liquidating Plan
--------------------------------------------------
Michael Provenzano, III, authorized representative of PRM Family
Holding Company L.L.C., et al., says that the Debtors seek to
confirm a liquidating plan over the objections of creditors
pursuant to the cram down powers of 11 U.S.C. Sec. 1129(b).
Mr. Provenzano avers that the Plan is fair and equitable and does
not unfairly discriminate with respect to any class of claims or
interests that is impaired under the Plan, and that has not
accepted the Plan.
The Plan provides for the liquidation of substantially all of the
Debtors' assets. Most assets were already sold to CNG Ranch,
L.L.C. pursuant to an Asset Purchase Agreement for the aggregate
price of $53.6 million, consisting of a $39.6 million credit bid
and a cash contribution of $14 million to the Debtors. The Plan is
funded by cash on hand, a $1.6 million contribution by or on behalf
of certain released parties, the forgiveness of postpetition loans
to the Estates, and forgiveness of administrative priority claims
against the Debtors purchased postpetition.
The Texas Comptroller of Public Accounts, through the Texas
Attorney General’s office, has withdrawn its objection to
confirmation.
NAPI Fresh Pack, LLC and Navajo Pride, LLC, also filed a notice of
withdrawal of its objection to confirmation of the Plan. But they
later rescinded the withdrawal notice. They explained that the
timely filed objection was intended to be withdrawn because counsel
had not received a documentation required for the filing of a PACA
proof of claim. All of the required documentation has now been
received, and a PACA claim has been filed. Thus, the objection
stands as originally filed, and is not withdrawn.
A hearing to consider confirmation of the Plan was initially set
for April 1 and was continued to April 8.
NAPI Fresh Pack and Navajo Pride are represented by:
James S. Samuelson, Esq.
SACKS TIERNEY P.A.
4250 N. Drinkwater Blvd.
4th Floor Scottsdale, AZ 85251-3693
Tel: 480.425.2600
Fax: 480.970.4610
E-mail: Samuelson@SacksTierney.com
The Comptroller's attorneys can be reached at:
Kimberly A. Walsh
Assistant Attorney General
Bankruptcy & Collection Division
P. O. Box 12548
Austin, TX 78711-2548
Tel: (512) 475-4863
Fax: (512) 936-1409
E-mail: kimberly.walsh@texasattorneygeneral.gov
- and -
Mark Brnovich
Arizona Attorney General
Valerie Love Marciano
Assistant Attorney General
1275 W. Washington Street
Phoenix, AZ 85007
Tel: (602) 542-8325
E-mail: valerie.marciano@azag.gov
A copy of the affidavit in support of confirmation of the Joint
Plan of Liquidation dated Dec. 30, 2014, is available for free at
http://bankrupt.com/misc/PRM_Plan_Declaration.pdf
About PRM Family
PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico,
sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026)
on May 28, 2013.
As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico. Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods, and other
general grocery items with a Hispanic flair and theme. The
company has more than 2,200 employees.
PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected. It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.
Bank of America, the secured lender, declared a default in
February 2013.
PRM Family estimated liabilities in excess of $10 million.
Judge Sarah Sharer Curley oversees the case. Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.
HG Capital Partners' Jim Ameduri serves as financial advisor.
PRM Family submitted to the Bankruptcy Court on Sept. 23, 2013, a
Joint Disclosure Statement in support of Plan of Reorganization.
The Disclosure Statement says the Debtor will continue the
operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.
Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel. O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.
Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.
PUERTO RICO ELECTRIC: Bondholders Offer Forbearance Extension
-------------------------------------------------------------
In continuing their efforts to work collaboratively with Puerto
Rico Electric Power Authority (PREPA), PREPA bondholders have
offered to extend their forbearance agreement with PREPA for
another 30 days. The offer includes a mutual commitment to
continue working together with PREPA on the refinement of a capital
investment and rate plan for PREPA, a timeline for PREPA's
professionals agreeing to a work production plan, and third party
review of the work plan and information exchanges between the
parties with an opportunity for public review.
On April 1, the PREPA bondholder group released a detailed
revitalization plan for PREPA that provides for nearly $2 billion
in new capital to be invested in PREPA for new infrastructure
investment, that allows PREPA to generate electricity at lower and
more stable rates, create hundreds of new jobs, and stabilize
electricity rates below the 2014 average, while continuing to
service contractual debt obligations.
* * *
The Troubled Company Reporter on Feb. 4, 2015 reported that
Standard & Poor's Ratings Services said that it maintained its
'CCC' rating on the Puerto Rico Electric Power Authority's (PREPA)
power revenue bonds on CreditWatch with negative implications. S&P
originally placed the rating on CreditWatch on June 18, 2014.
On Dec. 15, 2014, TCRLA reported that Fitch is maintaining the $8.6
billion of Puerto Rico Electric Power Authority (PREPA) power
revenue bonds on Negative Rating Watch. The bonds are currently
rated 'CC'.
As reported in the Troubled Company Reporter on Sept. 19, 2014,
Moody's Investors Service has downgraded the rating for Puerto Rico
Electric Power Authority's (PREPA) $8.8 billion of Power
Revenue Bonds to Caa3 from Caa2. This rating action concludes the
rating review that Moody's initiated on July 1, 2014. PREPA's
rating outlook is negative.
RESSOURCES APPALACHES: Public Auction Slated for May 7
------------------------------------------------------
Offers for the assets of Ressources Appalaches Inc. and Dufferin
Resources Incorporated will be accepted by Ernst & Young Inc.,
receiver and manager of the companies' assets, by May 7, 2015, at
12:00 noon. The assets up for sale:
Parcel 1: Real property (owned and leased and intangible assets
related
to the Duffer Mine including the receiver's interest in
Mineral
Exploration License 50561 (Mineral Lease application
pending)
and in all ancillary environmental and industrial
approvals and
permits directly associated with the Dufferin Mine;
Parcel 2: Milling, mining and other equipment located at the
Dufferine
Mine;
Parcel 3: Diesel Hydraulic Two-boom drilling jumbo;
Parcel 4: Other Mineral Exploration License located in Nova
Scotia,
Canada; and
Parcel 5: Minings claims located in Quebec, Canada.
Tenders must be accompanied by a certified cheque or bank draft
payable to the receiver for the Ressources Appalaches and Dufferin
Resources for 15% of the amount of the offer as a deposit. The
deposit will be refunded if the offer is not accepted and forfeited
to the receiver on account of liquidated damages if the offer is
accepted and the sale is not completed by the offerer. The
highnest or any offer will not necessarily be accepted.
To obtain a copy of the tender information package, request access
to the receiver's electronic data room or for any othe information
with respect to the tender sale, contact Colin Prentice at 902 421
6295 or colin.prentice@ca.ey.com
The firm can be reached at:
Ernst & Young Inc.
RBC Waterside Centre
1871 Hollis Street, Suite 500
Halifax, Nova Scotia, Canada
B3J 0C3
Ressources Appalaches Inc. is a Canada-based exploration-stage
company. The Company is engaged in the acquisition of mining
properties in Quebec and Nova Scotia. The Company is also engaged
in the exploration, development and mining of new metal deposits
and ore bodies. The Company owns 100% of Dufferin gold mine
located in Meguma Terrane, Nova Scotia. It is involved in the
exploration and development of the Dufferin gold mine. The Company
also holds 100% of the property rights in Chocolate Lake, Dufferin
North, Dufferin East, Ecum Secum and Miller Lake, all located in
Nova Scotia. Its wholly owned properties in Quebec include
Boisbuisson, Patapedia, Transfiguration and Lesseps. Dufferin
Resources Inc. is a wholly owned subsidiary of the Company.
REVETT MINING: BDO USA Expresses Going Concern Doubt
----------------------------------------------------
Revett Mining Company, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the year
ended Dec. 31, 2014.
BDO USA, 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 a net capital
deficiency
The Company reported a net loss of $61.9 million on $6,000 of
revenues for the year ended Dec. 31, 2014, compared with a net loss
of $11.6 million on $73,000 of revenues in the prior year.
The Company's balance sheet at Dec. 31, 2014, showed $31.4 million
in total assets, $10.9 million in total liabilities and total
stockholders' equity of $20.4 million.
A copy of the Form 10-K is available at:
http://is.gd/M3yCum
Revett Mining Company, Inc., explores for and develops mineral
properties. The company explores for silver and copper ores. It
principally holds interests in the Troy Mine located in Lincoln
County, Montana; and the Rock Creek project located in Sanders
County, Montana. The company was formerly known as Revett Minerals
Inc. and changed its name to Revett Mining Company, Inc. in
February 2014. Revett Mining Company, Inc. was founded in 1999 and
is based in Spokane Valley, Washington.
RIVER-BLUFF: Wins Confirmation of Reorganization Plan
-----------------------------------------------------
Bankruptcy Judge Frank L. Kurtz issued his findings of fact and
conclusions of law confirming the Second Amended Chapter 11 Plan of
Reorganization of River-Bluff Enterprises, Inc.
The hearing to confirm the Plan was held March 26, 2015 at 10:00
a.m.
As reported by the Troubled Company Reporter, under River-Bluff's
proposed plan, the company will continue to pay JP Morgan Chase
Bank's secured claims aggregating $2.59 million. The bank will
retain its liens against the apartments owned by the company in
Turlock and Riverbank, California. River-Bluff will make monthly
payments of $39,000 to U.S. Bank National Association on account of
its $5.44 million claim, which is secured by the company's real
property located in Ellensburg, Washington. U.S. Bank will retain
its lien against the property. River-Bluff proposes to pay its
general unsecured creditors in full.
The restructuring plan will be funded principally by a net cash
flow from the future operations of the company, and in large part
by either a sale or refinance of its Ellensburg property, according
to the disclosure statement.
The Report of Balloting setting forth a tally of the ballots cast
with respect to the Plan by the remaining classes established by
the Plan discloses that these classes have voted as follows:
Class 1 - Allowed Secured Claims for Property Taxes. This
class is designated as impaired under the Plan. There were no know
creditors within this Class, and no Claims were filed by taxing
agencies. There were no ballots received by holders of Class 1
Claims.
Class 3 - The Allowed Secured Claim of Key Bank. This class is
impaired by the Plan. One ballot was received from holder of the
Class 3 Claim. Key Bank, the holder of the Class 3 Claim has voted
to accept the Plan.
Class 6 - The Secured Claim of U.S. Bank. This class is
impaired by the Plan. U.S. Bank the holder of the Class 6 Claim has
voted to accept the Plan.
Class 7 - The Allowed Secured Claim of Alpine. This class is
impaired by the Plan. No ballots were received from holder of the
Class 7 Claim.
Class 8 - General Unsecured Claims. This class is impaired by
the Plan. Huff Construction voted in favor of the Plan. Mark Grover
has also voted in favor of the Plan. As both votes were in favor,
this class has voted 100% in favor of the Plan.
Class 9 - The Allowed Unsecured Claim of Marcus Haney. This
class is impaired by the Plan. Marcus Haney, the holder of the
Class 9 Claim has voted in favor of the Plan.
Class 10 - The Allowed Secured Claim of Alpine. This class is
impaired by the Plan. No ballots were received from holder of the
Class 10 Claim.
Thus, all Classes entitled to vote on the on the Plan, which did
vote on the Plan, have voted unanimously to support the Plan.
A copy of the Court's April 10, 2015 Findings of Fact and
Conclusions of Law is available at http://is.gd/VWpzwTfrom
Leagle.com.
About River-Bluff Enterprises
Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed
a
Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No.
14-00843) on March 11, 2014. In its schedules, the Debtor
disclosed $10.2 million in total assets and $17.6 million in total
liabilities.
This is River-Bluff's second bankruptcy filing in less than two
years. It previously sought bankruptcy protection (Bankr. E.D.
Cal. Case No. 12-92017) in Modesto, California, in July 2012. The
case was dismissed in 2013.
Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the
U.S. Bankruptcy Court for the Eastern District of Washington that
due to the lack of entities eligible to serve on the unsecured
creditors' committee, the U.S. Trustee is not appointing an
unsecured creditors' committee in the Chapter 11 case of
River-Bluff Enterprises, Inc.
RIVERHOUNDS EVENT: Finance Row Sent To State Court
--------------------------------------------------
Law360 reported that U.S. District Judge Cathy Bissoon declined to
exercise jurisdiction over a multi-million-dollar loan dispute
stemming from the bankrupt Pittsburgh Riverhounds soccer stadium,
finding the case is related to the bankruptcy but not part of it,
and remanding it back to state court.
According to the report, in her order, Judge Bissoon granted a
motion made by Riverhounds Lender LLC to remand its case against
Pittsburgh Urban Initiatives Sub-CDE 3 LP, a special purpose entity
that was established to finance the development of Highmark Stadium
in Pittsburgh, back to Pennsylvania state court where it was
initially filed. The judge said that although the case is related
to the Chapter 11 bankruptcy commenced by the team and stadium's
ownership groups, because it was filed in a Pennsylvania court and
because "there is no indication that it cannot be timely
adjudicated in that state court in a timely fashion," it would be
inappropriate for the federal court to retain jurisdiction, the
report related.
The case is Riverhounds Lender LLC v. Pittsburgh Urban Initiatives
Sub-CDE 3 LP, case number 2:14-cv-01392, in the U.S. District Court
for the Western District of Pennsylvania.
The bankruptcy cases are In re Riverhounds Event Center LP,
14-bk-21180, and In re Riverhounds Acquisition Group LP,
14-bk-21181, U.S. Bankruptcy Court, Western District Pennsylvania
(Pittsburgh). The Debtors' counsel is John M. Steiner, Esq., and
Crystal H. Thornton-Illar, Esq., at Leech Tishman Fuscaldo & Lampl
LLC, in Pittsburgh, Pennsylvania. Events listed under $10 million
in assets and Acquisition listed under $1 million in assets. The
stadium owner reported about $4.5 million and the team reported
about $10.2 million in unsecured debts.
SHEN'S POWER: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Shen's Power Inc.
aw Specialty-Projects Engineering, Inc.
484 Turnbull Canyon Road
City of Industry, CA 91745
Case No.: 15-15796
Nature of Business: Auto part sales
Chapter 11 Petition Date: April 13, 2015
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Sheri Bluebond
Debtor's Counsel: William H Brownstein, Esq.
WILLIAM H. BROWNSTEIN & ASSOCIATES, P.C.
1250 6th St Ste 205
Santa Monica, CA 90401-1637
Tel: 310-458-0048
Fax: 310-576-3581
Email: Brownsteinlaw.bill@gmail.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Alex Yuan Tai Shen, president.
A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb15-15796.pdf
SHIROKIA DEVELOPMENT: Court Releases Craig Zim as Receiver
----------------------------------------------------------
The Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York issued an order removing Craig D. Zim,
Esq., as receiver of Shirokia Development LLC's property located at
142-28 38th Avenue in Flushing, New York.
According to the Debtor's second amended plan of reorganization
dated Feb. 6, 2015, which was confirmed by order of the Court dated
March 18, 2015, the Debtor is entitled to refinance its property or
enter into a private sale of the property upon the terms set forth
in the plan.
About Shirokia
Shirokia Development, LLC, a real property owner in Flushing, New
York, currently being controlled by a receiver, filed a Chapter 11
bankruptcy petition in Manhattan, on Aug. 12, 2014.
Hong Qin Jiang signed the petition as authorized individual. The
Debtor disclosed, in an amended schedules total assets of $28.4
million and total liabilities of $16.8 million. The Debtor has
tapped Dawn Kirby Arnold, Esq., at DelBello Donnellan Weingarten
Wise & Wiederkehr, LLP, as counsel.
SPENDSMART NETWORKS: Ends 2014 with $1.24 Million in Cash
---------------------------------------------------------
SpendSmart Networks, Inc. reported $1,242,155 in cash and cash
equivalents as of Dec. 31, 2014. SpendSmart incurred a net loss of
$12,188,363 or ($.76) per share for the year ended Dec. 31, 2014,
compared to a net loss of $14,096,278 or ($1.56) per share for
2013.
During 2014, the Company completed a private placement pursuant to
which it raised approximately $10.5 million in net proceeds, after
paying placement agent fees and commission and offering expenses.
Operating revenues were $4,036,196 for 2014 vs. $0 for 2013. During
2014, the Company decided to wind down its prepaid card division
and focus its resources on its mobile and loyalty marketing
operations. This resulted in a loss from discontinued operations
of $3,983,107.
Alex Minicucci, CEO of SpendSmart, stated: "2014 was a transitional
period for the Company, we discontinued the prepaid card business,
and acquired two complimentary companies in the growing mobile
marketing industry. The acquisition of assets from SMS Masterminds
and TechXpress added tremendous value to the Company both from a
technology and personnel standpoint. 2015 continues to be a
significant year as we continue to develop our licensee network,
develop our technology, launch new licenses, and set the roadmap
for licensees to penetrate their markets. We feel strongly that
our multi-channel digital loyalty marketing solutions represent
best practices for driving engagement and transactions for both
small and large businesses alike, making for a scalable business
model through which we can build value for our shareholders."
A full-text copy of the press release is available at:
http://is.gd/WONO0x
About SpendSmart Networks
SpendSmart Networks, Inc., provides proprietary loyalty systems
and a suite of digital engagement and marketing services that help
local merchants build relationships with consumers and drive
revenues. These services are implemented and supported by a vast
network of certified digital marketing specialists, aka "Certified
Masterminds," who drive revenue and consumer relationships for
merchants via loyalty programs, mobile marketing, mobile commerce
and financial tools, such as prepaid card and reward systems. We
enter into licensing agreements for our proprietary loyalty
marketing solution with "Certified Masterminds" which sell and
support the technology in their respective markets. The Company's
products aim to make Consumers' dollars go further when they spend
it with merchants in the SpendSmart network of merchants, as they
receive exclusive deals, earn rewards and ultimately build a
connection with their favorite merchants.
SpendSmart Networks incurred a net loss of $12.2 million on $4.03
million of total revenues for the year ended Dec. 31, 2014,
compared to a net loss of $14.09 million on $0 of total revenues
for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company
had $10.02 million in total assets, $2.65 million in total
liabilities and $7.36 million in total stockholders' equity.
EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has recurring net
losses since inception and has yet to establish a profitable
operation. These factors among others raise substantial doubt
about the ability of the Company to continue as a going concern,
according to the regulatory filing.
SPHERIX INC: Needs Additional Funds to Sustain Operations
---------------------------------------------------------
Spherix Incorporated filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the year ended Dec.
31, 2014.
Marcum LLP expressed substantial doubt about the Company's ability
to continue as a going concern, citing that the Company has
incurred significant losses and needs to raise additional funds to
meet its obligations and sustain its operations.
The Company reported a net loss of $30.5 million on $10,000 of
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $18.0 million on $27,000 of revenues in the prior year.
The Company's balance sheet at Dec. 31, 2014, showed $61.2 million
in total assets, $1.64 million in total liabilities, $5.93 million
in redeemable preferred stock, and stockholders' equity of $53.6
million.
A copy of the Form 10-K is available at:
http://is.gd/AcL4q3
About Spherix Incorporated
Bethesda, Md.-based Spherix Incorporated (NASDAQ CM: SPEX)
-- http://www.spherix.com/-- was launched in 1967 as a scientific
research company, under the name Biospherics Research. The
Company now leverages its scientific and technical expertise and
experience through its two subsidiaries -- Biospherics
Incorporated and Spherix Consulting, Inc. Biospherics is
currently running a Phase 3 clinical trial to study the use of
D-tagatose as a treatment for Type 2 diabetes. Its Spherix
Consulting subsidiary provides scientific and strategic support
for suppliers, manufacturers, distributors and retailers of
conventional foods, biotechnology-derived foods, medical foods,
infant formulas, food ingredients, dietary supplements, food
contact substances, pharmaceuticals, medical devices, consumer
products, and industrial chemicals and pesticides.
SPINDLE INC: RBSM Expresses Going Concern Doubt
-----------------------------------------------
Spindle, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the year ended Dec.
31, 2014.
RBSM, LLP, expressed substantial doubt about the Company's ability
to continue as a going concern, citing that the Company has
suffered losses from operations.
The Company reported a net loss of $8.92 million on $868,000 of
sales income for the year ended Dec. 31, 2014, compared to a net
loss of $3.71 million on $1.31 million of sales income in the prior
year.
The Company's balance sheet at Dec. 31, 2014, showed $7.91 million
in total assets, $1.65 million in total liabilities and total
stockholders' equity of $6.26 million.
A copy of the Form 10-K is available at:
http://is.gd/Y6JQZe
Scottsdale, Ariz.-based Spindle, Inc., was originally incorporated
in the State of Nevada on Jan. 8, 2007, as "Coyote Hills Golf,
Inc." The Company was previously an online retailer of golf-
related apparel, equipment and supplies. Through the date of this
quarterly report, the Company only generated minimal revenues from
that line of business. Spindle is a commerce-centric company with
four primary customers: 1) individual consumers (buyers); 2)
individual businesses (merchants or sellers); 3) third party
channel partners (financial institutions and other non-bank
partners such as wireless carriers); and 4) advertisers (retail,
brands, and destinations). The Company intends to generate
revenue through patented cloud-based payment processes under the
Spindle product line, and licensing of its intellectual property.
The Company reported a net loss of $1.14 million on $200,500 of
total revenue for the three months ended Sept. 30, 2014, compared
with a net loss of $747,000 on $278,000 of total revenue for the
same period in 2013.
The Company has incurred a net loss of ($1.14 million) and ($5.46
million) for the three and nine months ended Sept. 30, 2014,
respectively, and has an accumulated deficit of ($11.8 million).
STANDARD REGISTER: Creditors' Committee Blast $275-Mil. Sale Plan
-----------------------------------------------------------------
Law360 reported that the Official Committee of Unsecured Creditors
in Standard Register Co.'s bankruptcy took aim at major secured
creditor Silver Point Capital LP, arguing that more than $200
million of its debt might be subject to subordination and that the
debtor’s $275 million stalking horse sale plan is unfair.
According to the report, in a motion before the Delaware bankruptcy
court, the committee argued that the prepetition transaction that
had Standard Register acquire rival document management company
WorkflowOne LLC also saddled the debtor with $210 million of
secured debt.
About Standard Register
Standard Register -- http://www.standardregister.com/-- provides
market-specific insights and a compelling portfolio of workflow,
content and analytics solutions to address the changing business
landscape in healthcare, financial services, manufacturing and
retail markets. The company has operations in all U.S. states and
Puerto Rico, and currently employs 3,500 full-time employees and 16
part-time employees.
The Standard Register Company and 10 affiliated debtors sought
Chapter 11 protection in Delaware on March 12, 2015, with plans to
launch a sale process where its largest secured lender would serve
as stalking horse bidder in an auction.
The cases are pending before the Honorable Judge Brendan L. Shannon
and are jointly administered under Case No. 15-10541.
The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young
Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery &
Transformation Services U.S., LLC, as restructuring advisors; and
Prime Clerk LLC as claims agent.
The United States Trustee for Region 3 has appointed seven members
to the official committee of unsecured creditors in the Chapter 11
cases of The Standard Register Company and its debtor affiliates.
The Committee is represented by Kenneth A. Rosen, Esq., Sharon L.
Levine, Esq., Andrew Behlmann, Esq., and Gerald C. Bender, Esq., at
Lowenstein Sandler LLP; and Christopher A. Ward, Esq., and Justin
K. Edelson, Esq., at Polsinelli PC.
STANDARD REGISTER: Georgia-Pacific Wants Out of $2-Mil. Debt
------------------------------------------------------------
Law360 reported that a Georgia-Pacific Corp. unit urged a Delaware
bankruptcy judge to lift the automatic stay protecting Standard
Register Co. in Chapter 11 so the paper products giant can take
care of the $2.2 million it owes Standard Register by subtracting
the figure from the debtor's tab.
According to the report, in a motion filed in Delaware bankruptcy
court, Georgia-Pacific Consumer Products LP sought permission to
lift the stay and enforce its setoff rights with printing outfit
Standard Register, which owes nearly $3.7 million under their
purchase agreement.
About Standard Register
Standard Register -- http://www.standardregister.com/-- provides
market-specific insights and a compelling portfolio of
workflow,content and analytics solutions to address the changing
business landscape in healthcare, financial services, manufacturing
and retail markets. The company has operations in all U.S. states
and Puerto Rico, and currently employs 3,500 full-time employees
and 16 part-time employees.
The Standard Register Company and 10 affiliated debtors sought
Chapter 11 protection in Delaware on March 12, 2015, with plans to
launch a sale process where its largest secured lender would serve
as stalking horse bidder in an auction.
The cases are pending before the Honorable Judge Brendan L. Shannon
and are jointly administered under Case No. 15-10541.
The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young
Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery &
Transformation Services U.S., LLC, as restructuring advisors; and
Prime Clerk LLC as claims agent.
TGI FRIDAYS: Moody's Raises CFR to B2 & Cuts 1st Lien Debt to B2
----------------------------------------------------------------
Moody's Investors Service upgraded TGI Friday's, Inc.'s Corporate
Family Rating to B2 from B3. In addition, as a result of a
refinancing of the company's capital structure wherein the 1st lien
term facility will be increased by about $207 million and the 2nd
lien debt repaid, Moody's downgraded the ratings for TGIF's amended
guaranteed 1st lien senior secured revolving credit facility and
guaranteed 1st lien senior secured term loan to B2 from B1.
Moody's also affirmed the company's Probability of Default rating
at B3-PD. The ratings for TGIF's $180 million guaranteed 2nd lien
senior secured term loan remain unchanged and will be withdrawn at
closing. The rating outlook is stable.
The upgrade of the CFR to B2 reflects the sizeable reduction in
funded debt levels resulting from the December 2014 sale of the UK
franchise business and expectation of improved credit metrics
despite the loss of earnings from the UK operation. The upgrade
reflects Moody's view that earnings, credit metrics and liquidity
will benefit from a continued focus on reducing costs, enhancing
guest service levels, and reimaging restaurants. The UK operations
was sold in December to a third party for net proceeds of around
$316 million, which was used to partially repay outstanding debt
under its $440 million 1st lien term loan as per the terms of its
credit agreement.
The downgrade of the 1st lien senior secured revolver and term loan
to B2 reflects the proposed increase in the outstanding amount of
1st lien debt as well as the absence of other debt and non-debt
liabilities, such as the $180 million 2nd lien term loan that will
be paid as part of the proposed financing and lower lease rejection
claims as TGIF executes its refranchising initiatives.
The affirmation of the Probability of Default rating at B3-PD
reflects the use of a 65% Family Recovery Rate versus the 50%
previously used due to the 1st lien senior secured revolver and
term loan representing the substantial majority of the company's
capital structure with the repayment of the $180 million 2nd lien
term loan.
TGIF is in the process of amending its 1st lien senior secured
credit facility that will increase the 1st lien senior secured term
loan by $207 million to $324 million. The proceeds will be used to
repay its $180 million 2nd lien term loan and $20 million of
preferred equity.
Moody's ratings are subject to review of final documentation.
Ratings upgraded and moved to TGI Friday's are:
-- Corporate Family Rating to B2 from B3
Ratings affirmed and moved to TGI Friday's are:
-- Probability of Default Rating at B3-PD
Ratings downgraded include:
-- 1st lien senior secured revolver, lowered to B2 (LGD3) from
B1 (LGD2)
-- 1st lien senior secured term loan, lowered to B2 (LGD3) from
B1 (LGD2)
Rating unchanged and to be withdrawn:
-- 2nd lien senior secured term loan, rated Caa1 (LGD5)
The B2 Corporate Family Rating (CFR) reflects TGIF's relatively
high leverage, modest interest coverage and weak operating trends
as soft consumer spending and intense competition persist. However,
the ratings also reflect Moody's expectations that credit metrics
will improve as the benefit from lower debt levels, operating
costs, rent expense and capex requirements will out-weigh lower
earnings associated with TGIF's refranchising initiatives. The
ratings are supported by the company's high level of brand
awareness, material scale with over 900 restaurants, geographic
diversity, good liquidity and a more strategic focus on
advertising, promotions and cost saving initiatives.
The stable outlook reflects Moody's view that the refranchising
initiative will be prudently managed and that credit metrics and
liquidity will improve over the near term as management and
franchisees focus on reducing costs, enhancing guest service
levels, and reimage restaurants leading to higher revenues and
earnings.
Factors that could result in a higher ratings include a sustained
improvement in operating trends that drive higher earnings and
result in stronger credit metrics. Specifically, a higher rating
would require leverage of under 5.0x and EBITA coverage of interest
above 2.0x on a sustained basis. A higher rating would also require
a good liquidity profile.
An inability to improve weak operating trends, particularly
traffic, that results in a sustained deterioration in earnings and
credit metrics could result in a downgrade. Specifically, an
increase in leverage to well over 6.0x or interest coverage of
under 1.5x on a sustained basis could result in a downgrade. A
deterioration in liquidity for any reason could also result in
downward rating pressure.
TGIF owns, operates and franchises restaurants in the casual dining
space with over 900 restaurants globally. Annual revenues for the
year ending December 29, 2014 were about $1.13 billion. TGIF is
owned by Sentinel Capital Partners, Tri-Artisan Capital Partners
and management.
The principal methodology used in these ratings was Global
Restaurant Methodology published in June 2011. Other methodologies
used include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
TRI-VALLEY CORP: K&L Gates Can't Exit Suit, Investors Say
---------------------------------------------------------
Law360 reported that investors suing K&L Gates LLP for malpractice
over its role in an oil and gas company's bankruptcy case urged a
California federal judge to reject the firm's bid to dismiss their
claims, saying the legal doctrines the firm pointed to aren't
applicable.
rter, K&L asked the California federal court to cut legal
malpractice claims from a securities class action against its
clients, former directors of oil and gas company Tri-Valley, saying
the law firm never owed the investors of its clients any fiduciary
duty and the claims are barred by an automatic stay in bankruptcy
court anyway.
K&L Gates was hired in August 2012 to represent Tri-Valley Corp.
and two of its subsidiaries as it entered Chapter 11 bankruptcy,
the report said. After they were left without any compensation in
the companies' bankruptcies, investors in Opus filed suit, claiming
they were shafted in the proceedings both by the former officers
and directors of Tri-Valley and their counsel, the report added.
The case is Siegal et al v. Gamble et al., Case No. 3:13-cv-03570
(N.D. Cal.).
About Tri-Valley Corp.
Bakersfield, California-based Tri-Valley Corporation (OTQCB: TVLY)
-- http://www.tri-valleycorp.com/-- explored for and produced oil
and natural gas in California and has two exploration-stage gold
properties in Alaska. It had 21 wells in California and
exploration rights in Alaska.
Tri-Valley and three affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 12-12291) on Aug. 7, 2012,
with funding from lenders that require a prompt sale of the
business. The affiliates are Tri-Valley Oil & Gas Co., TVC Opus I
Drilling Program, L.P., and Select Resources Corporation, Inc.
K&L Gates LLP serves as bankruptcy counsel. Attorneys at Landis
Rath & Cobb LLP serve as Delaware and conflicts counsel. Epiq
Bankruptcy Solutions, LLC, is the claims agent.
The Debtor disclosed assets of $17.6 million and liabilities
totaling $14.1 million. Former Chairman G. Thomas Gamble, who is
financing the bankruptcy case, is owed $7.2 million on several
secured notes. There is an unsecured note for $528,000 and $9.4
million in unsecured debt owing to suppliers.
An official committee of unsecured creditors has been appointed in
the case.
The Tri-Valley case was converted to Chapter 7 according to a March
25, 2013 order. Charles A. Stanziale, Jr., was appointed as
chapter 7 trustee.
TRINSEO S.A.: Moody's Affirms 'B2' CFR & Rates New Term Loan 'Ba3'
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Trinseo S.A.
(Corporate Family Rating at B2) and assigned Ba3 ratings to the
guaranteed senior secured first lien term loan and revolver and a
B3 rating to guaranteed senior unsecured note to be issued by
Trinseo Materials Operating S.C.A. (TMO) and Trinseo Materials
Finance, Inc.(TMF). Both TMO and TMF are wholly owned subsidiaries
of Trinseo. Proceeds from the transaction will be used to repay
TMO's existing high cost senior secured notes due 2019. The outlook
is stable.
"Trinseo's debt refinancing is a credit positive as interest costs
should decline significantly, which will allow the company to
generate more free cash flow," said John Rogers, Senior Vice
President at Moody's. "The drop in oil prices, in the fourth
quarter of 2014, weakened Trinseo's credit metrics due to a large
write down of inventory. This will likely be offset by a much
stronger first quarter as prices for many of its commodity
petrochemicals and plastics have increased."
Ratings affirmed:
Trinseo S.A.
-- Corporate Family Rating -- B2
-- Probability of Default Rating -- B2-PD
-- Speculative Grade Liquidity Rating -- SGL-2
Trinseo Materials Operating S.C.A.
-- $1.2 billion senior secured notes due 2019 at B2 (LGD4)*
Ratings assigned:
Trinseo Materials Operating S.C.A. & Trinseo Materials Finance,
Inc. as co-borrowers
-- $325 million 5-year guaranteed senior secured first lien
revolving credit facility at Ba3 (LGD2)
-- $450 million 6.5-year guaranteed senior secured term loan at
Ba3 (LGD2)**
Trinseo Materials Operating S.C.A. & Trinseo Materials Finance,
Inc. as co-borrowers
-- EUR450 million guaranteed senior unsecured notes due 2022 at
B3 (LGD5)**
-- $300 million guranteed senior unsecured notes due 2022 at B3
(LGD5)**
Outlook Stable
* The rating on the secured notes will be withdrawn upon
completion of the refinancing
** Amounts issued under the term loan and unsecured notes many
change depending on market conditions
Trinseo is solidly positioned in the B2 category due to exposure to
volatile feedstocks and selling prices, which create significant
variability in financial performance and credit metrics. Trinseo's
credit profile is supported by its size in terms of revenue,
leading market positions in three of its four product lines
(polycarbonates is the exception), relatively stable volume demand
in its emulsion polymers and rubber businesses, an experienced
management team that has lowered fixed costs since the acquisition
from Dow in 2010. Credit metrics continue to be volatile with
Debt/EBITDA rising from 5.1x for the LTM September 30, 2014 to 7.0x
at the end of 2014. The large drop in crude oil and petrochemical
feedstock prices in the fourth quarter of 2014 necessitated a
substantial write-down of inventory ($72 million). Moody's believes
that in the first quarter 2015 EBITDA will be upwards of $100
million due to the increase in styrene margins and an improvement
in volumes. Moody's expects Trinseo's credit metrics to return to
levels that are more supportive of the rating by the second or
third quarter of 2015.
The stable outlook reflects the expectation that the company will
continue to reduce debt over time. The rating could be upgraded if
the company can successfully reduce leverage below 5.0x due to a
sustained increase in earnings from its Performance Materials
businesses. The ratings could be downgraded if raw material pricing
and demand were to fluctuate significantly, causing Debt/EBITDA to
return to above 7.0x for a sustained period such that the company
was forced to rely on its revolver as its primary source of
liquidity.
Trinseo's SGL-2 Speculative Grade Liquidity Rating is supported by
sizable cash balances, its undrawn $300 million secured revolver,
which will be upsized $325 million revolver as part of this
transaction, and an undrawn $200 million accounts receivable
securitization facility. The impact of volatile commodity
petrochemical prices requires Trinseo to maintain substantial
liquidity at all times.
Trinseo S.A. is the world's largest producer of styrene butadiene
(SB) latex, the largest European producer of synthetic rubber
(solution styrene butadiene rubber -- SSBR) and a leading global
producer of polystyrene. The company is also a producer of
polycarbonate resins and producer of blends of engineered resins.
Trinseo had revenues of over $5 billion in sales. Trinseo is a
public company that was divested from The Dow Chemical Company in
2010; an affiliate of Bain is still the largest shareholder and
controls the board.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
TRINSEO S.A.: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
rating on Berwyn, Pa.-based Trinseo S.A. The outlook is stable.
At the same time, S&P is assigning a 'BB-' issue-level rating to
the company's proposed $325 million revolving credit facility and
$450 million in term loan with a '1' recovery rating, indicating
very high (90% to 100%) recovery in the event of a payment default.
S&P is also assigning a 'B-' issue-level rating to the company's
proposed $450 million (equivalent) euro-denominated unsecured notes
and US$300 million unsecured notes. The recovery rating is '5',
indicating modest (10% to 30%; upper half of the range) recovery in
the event of a payment default.
S&P's ratings, including its issue ratings, are based on
preliminary terms and conditions. S&P will withdraw its ratings on
debt paid down by the company using proceeds from the proposed
issue, on completion of the proposed transaction. S&P's ratings
factor in the company's existing capital structure and debt
amounts.
"The rating reflects what we consider to be Trinseo's 'weak'
business risk profile and 'highly leveraged' financial risk
profile," said Standard & Poor's credit analyst Allison Czerepak.
"We expect liquidity to be 'adequate' as defined in our criteria,
with sources exceeding uses by more than 1.2x," she added.
The stable outlook on Trinseo S.A. reflects S&P's expectation that
2015 EBITDA will steadily improve from the slightly depressed 2014
levels but remain at a level consistent with the ratings. A key
assumption is that liquidity will remain at levels S&P considers
adequate, with sources of funds exceeding uses by at least 1.2x,
and that the company will manage its revolving facility utilization
so that it remains in compliance with covenants. S&P believes that
if EBITDA improves, the company will be able to maintain adequate
liquidity, and the ratio of FFO to total debt will be about 10%, a
level S&P considers appropriate at the ratings.
S&P will lower ratings if liquidity weakens, or the company is
unable to comply with covenants. S&P could lower ratings if the
ratio of FFO to total debt were to drop below 5%, without prospects
for improvement. This could happen if EBITDA margins drop below
3.5%.
S&P does not envisage raising its rating on the company at this
time. However, S&P would consider an upgrade if the company
reduced the ownership of the private-equity sponsor below 40% and
lowered debt such that the ratio of FFO to total debt exceeded 12%
on a sustainable basis. Current Bain ownership levels are reported
at above 75%. S&P considers this scenario to be unlikely over the
next 12 months.
TRISTAR ESPERANZA: Split Develops on Claims Subordination
---------------------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reported
that courts are split on whether a judgment based on former stock
ownership is a claim automatically subordinated under Section
510(b) of the Bankruptcy Code.
Differing with lower courts in Delaware and New York, the U.S.
Circuit Court of Appeals in San Francisco decided on April 2 that
any claim "arising from" stock ownership is automatically
subordinated, the report related.
Writing for the three-judge panel of the Ninth Circuit, Judge John
B. Owens rejected a woman's theory that she was no longer a
stockholder at the time of the bankruptcy of a private company
because her equity interest had been converted to a debt claim, the
report further related. According to Judge Owens Section 510(b)
refers to claims that "arise from" stock ownership and does not
base the outcome on a snapshot at the time of bankruptcy, the
report added.
The case is Pensco Trust Co. v. Tristar Esperanza Properties LLC
(In re Tristar Esperanza Properties LLC), 13-60023, U.S. Ninth
Circuit Court of Appeals (San Francisco).
Rancho Santa Margari, California-based TRISTAR Esperanza
Properties, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on Aug. 8, 2011 (Bankr. C.D. Calif., Case No.
11-21095). The case is assigned to Judge Theodor Albert. The
Debtor's counsel is Ian Landsberg, Esq., at Landsberg & Associates
APC.
TURNER GRAIN: Wants to Convert Case to Ch. 7 Liquidation
--------------------------------------------------------
Arkansas Business reports that Turner Grain Merchandising, Inc.,
and its president, Dale C. Bartlett, have asked the Bankruptcy
Court to convert their Chapter 11 cases to Chapter 7.
As reported by the Troubled Company Reporter on Oct. 22, 2014,
Lance Turner at Arkansas Business reported that Mr. Bartlett filed
for Chapter 12 bankruptcy protection on Sept. 5, 2014. He
disclosed on Oct. 6, 2014, that he has $5.5 million in debts and $2
million in assets.
Arkansas Business relates that the Chapter 12 case was quickly
converted to a Chapter 11 two months later.
According to Arkansas Business, Mr. Bartlett sold his interest in
the Company to business partner Jason Coleman for $5,000 about six
months before several farmers started suing the Company in 2014 for
millions of dollars owed on crops. The report adds that Mr.
Bartlett also transferred almost all of his assets -- including one
half of his 2013 farm income -- to his wife just before the
Company's financial mess was exposed.
Arkansas Business states that since Mr. Bartlett's bankruptcy
filing, other creditors have filed claims pumping up the potential
liabilities by more than eight times his original estimate.
Mr. Bartlett's monthly operating report for February 2015 listed no
income from a salary for the month but a $30,000 grain sale,
Arkansas Business says.
About Turner Grain
Turner Grain Merchandising, Inc., sought bankruptcy protection
(Bankr. E.D. Ark. Case No. 14-bk-15687) in Helena, Arkansas, on
Oct. 23, 2014. Kevin P. Keech, the court-appointed receiver of
the Debtor, sought and obtained permission to employ Keech Law
Firm, P.A., as attorneys. The Debtor listed $13.77 million in
total assets, and $24.84 million in total liabilities.
The U.S. Trustee for Region 13 appointed three creditors of Turner
Grain Merchandising Inc., to serve on the official committee of
unsecured creditors.
UNIVISION COMMUNICATIONS: S&P Retains 'B+' Sr. Secured Notes Rating
-------------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B+' issue-level rating
and '2' recovery rating on New York City-based Univision
Communications Inc.'s senior secured notes due 2025 remain
unchanged following the company's proposed add-on. The '2'
recovery rating indicates S&P's expectation for substantial
(70%-90%; lower half of the range) recovery in the event of a
payment default.
Univision intends to use net proceeds from the add-on to pay down
its 7.875% notes due 2020. The company's leverage remains very
high, at roughly 9x, as of Dec. 31, 2014, and is unchanged
following the transaction.
RATINGS LIST
Univision Communications Inc.
Corporate Credit Rating B/Stable/--
Senior secured notes due 2025 B+
Recovery Rating 2L
VENOCO INC: Bonds Drop to Record Low as Oct. Loan Maturity Looms
----------------------------------------------------------------
Christine Idzelis, writing for Bloomberg News, reported that bonds
of Venoco Inc. dropped for a third day on April 9, sliding deeper
into distressed levels, as the oil and gas explorer said it will
have about six months to repay part of the $250 million lifeline it
got on April 2.
Bloomberg related that the company's $500 million of 8.875 percent
notes due in 2019 fell 2 cents on the dollar on April 8 to 39.25
cents, extending a drop from more than face value about a year ago,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority. The securities now yield
42 percent, he report related.
* * *
The Troubled Company Reporter, on Nov. 6, 2014, reported that
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Denver-based Venoco Inc. and parent company Denver
Parent Corp. to 'CCC+' from 'B-' and removed them from CreditWatch
where they had placed with negative implications on Aug. 21, 2014.
The outlooks are negative. At the same time, S&P affirmed its
'CCC+' issue rating on Venoco's senior unsecured notes and removed
them from CreditWatch with positive implications. The recovery
rating on these notes is '4' indicating the likelihood of average
(30% to 50%) recovery in the event of a payment default. S&P is
also lowering its issue-level rating on Denver Parent Corp.'s (DPC)
notes to 'CCC-' from 'CCC'. The recovery rating on these notes is
'6' indicating the likelihood of negligible (0% to 10%) recovery in
the event of default.
"The rating action reflects our view that Venoco's liquidity is
very limited despite the sale of its West Montalvo properties and
renegotiation of its credit facility covenants," said Standard &
Poor's credit analyst Ben Tsocanos.
WALTER ENERGY: Lenders Want Junior Bond Payment Stopped
-------------------------------------------------------
Laura J. Keller, writing for Bloomberg News, reported that a group
of Walter Energy Inc.'s highest-ranking lenders are seeking to
persuade the company not to make a bond payment to junior creditors
and instead to enter restructuring talks.
According to the report, citing people with knowledge of the
matter, first-lien creditors including Franklin Advisers Inc.,
Blackstone Group LP's credit arm and Cyrus Capital Partners have
organized a group to engage Walter in negotiations where they will
push for the company to hand ownership to them. Other creditors
have joined the group recently as the lenders hired Lazard Ltd. as
financial adviser to help lead the talks, the report said, citing
the people.
The group has retained law firm Akin Gump Strauss Hauer & Feld as
legal adviser for restructuring talks, the Bloomberg report added,
further citing the people.
* * *
As reported by the TCR on Aug. 19, 2014, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Birmingham,
Ala.-based Walter Energy to 'CCC+' from 'SD'. S&P believes the
company's capital structure is likely unsustainable in the
long-term absent an improvement in met coal prices.
The TCR reported on July 10, 2014, that Moody's downgraded the
Corporate Family Rating of Walter Energy to 'Caa2' from 'Caa1'.
"The downgrade in the corporate family rating reflects the
anticipated deterioration in performance, increased cash burn and
increase in leverage, given the recent met coal benchmark
settlement of $120 per tonne for high quality coking coal and our
expectation that meaningful recovery in metallurgical coal markets
is twelve to eighteen months away."
WET SEAL: Files Schedules of Assets and Liabilities
---------------------------------------------------
The Wet Seal, Inc., filed with the U.S. Bankruptcy Court for the
District of Arizona its schedules of assets and liabilities,
disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $215,254,952
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $10,828,777
E. Creditors Holding
Unsecured Priority
Claims $15,573
F. Creditors Holding
Unsecured Non-Priority
Claims $49,754,618
----------- -----------
Total $215,254,952 $60,598,968
A copy of the schedules is available for free at:
http://bankrupt.com/misc/WetSeal_360_SAL.pdf
About Wet Seal
The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to
15-10084) on Jan. 15, 2015. The Debtors are a national
multi-channel retailer selling fashion apparel and accessory items
designed for female customers aged 13 to 24 years old. Wet Seal
listed total assets of $92.8 million and total liabilities of
$103.4 million as of Nov. 1, 2014.
The Hon. Christopher S. Sontchi presides over the jointly
administered cases. Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq.,
and
Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP;
and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel.
FTI Consulting serves as the Debtors' restructuring advisor. The
Debtors' investment banker is Houlihan Lokey. The Debtors tapped
Donlin, Recano & Co., Inc. as claims and noticing agent.
The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.
B. Riley, the original DIP lender and plan sponsor, is represented
by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher &
Flom
LLP.
Versa Capital Management, LLC, and its affiliate, Mador Lending,
LLC, which was selected as the successful bidder at an auction, is
being advised by Greenberg Traurig LLP, Klehr Harrison Harvey
Branzburg LLP, and KPMG LLP.
The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors.
WET SEAL: Has Until Aug. 13 to Assume or Reject Unexpired Leases
----------------------------------------------------------------
The U.S. Bankruptcy Court extended until Aug. 13, 2015, the
deadline for The Wet Seal, Inc., et al., to assume or reject
unexpired leases of nonresidential real property.
The Court also ordered that the Debtors' right to seek a further
extension of the time to assume or reject the Debtors' lease of
their headquarters and distribution center located at 26972
Burbank, Foothill Ranch, California, including pursuant to
modifications of the Debtors' pending Chapter 11 Plan, is
reserved.
The Debtors, in their motion, requested that the extension to
assume or reject leases be conditioned upon the occurrence of the
effective date of the Plan of Reorganization.
The Debtors and their advisors are continuing their review of the
remaining store portfolio to determine if additional stores must be
closed, or have their leases renegotiated.
The Debtors are tenants under 174 lease of nonresidential real
property related to their 173 retail stores across the country well
as the Company's executive offices and distribution center in
Foothill, California.
About Wet Seal
The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to
15-10084) on Jan. 15, 2015. The Debtors are a national
multi-channel retailer selling fashion apparel and accessory items
designed for female customers aged 13 to 24 years old. The Wet
Seal, Inc., disclosed $215,254,952 in assets and $60,598,968 in
liabilities as of the Chapter 11 filing.
The Hon. Christopher S. Sontchi presides over the jointly
administered cases. Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and
Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP;
and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel.
FTI Consulting serves as the Debtors' restructuring advisor. The
Debtors' investment banker is Houlihan Lokey. The Debtors tapped
Donlin, Recano & Co., Inc. as claims and noticing agent.
The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.
B. Riley, the original DIP lender and plan sponsor, is represented
by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP.
Versa Capital Management, LLC, and its affiliate, Mador Lending,
LLC, which was selected as the successful bidder at an auction, is
being advised by Greenberg Traurig LLP, Klehr Harrison Harvey
Branzburg LLP, and KPMG LLP.
The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors.
WET SEAL: Pachulski Stang Approved to Represent Creditors Panel
---------------------------------------------------------------
The U.S. Bankruptcy Court authorized the Official Committee of
unsecured Creditors in the Chapter 11 cases of The Wet Seal, Inc.,
et al., to retain Pachulski Stang Ziehl & Jones LLP as its
counsel.
PSZJ's personnel that are primarily responsible in the
representation of the Debtors and their hourly rates of are:
Jeff Pomerantz $895
Bradford J. Sandler $825
Shirley Cho $750
Peter J. Keane $525
Monico Molitor $305
To the best of the Committee's knowledge, PSZJ is a "disinterested
person' as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Wet Seal
The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to
15-10084) on Jan. 15, 2015. The Debtors are a national
multi-channel retailer selling fashion apparel and accessory items
designed for female customers aged 13 to 24 years old. The Wet
Seal, Inc., disclosed $215,254,952 in assets and $60,598,968 in
liabilities as of the Chapter 11 filing.
The Hon. Christopher S. Sontchi presides over the jointly
administered cases. Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and
Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP;
and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel.
FTI Consulting serves as the Debtors' restructuring advisor. The
Debtors' investment banker is Houlihan Lokey. The Debtors tapped
Donlin, Recano & Co., Inc. as claims and noticing agent.
The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.
B. Riley, the original DIP lender and plan sponsor, is represented
by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP.
Versa Capital Management, LLC, and its affiliate, Mador Lending,
LLC, which was selected as the successful bidder at an auction, is
being advised by Greenberg Traurig LLP, Klehr Harrison Harvey
Branzburg LLP, and KPMG LLP.
The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors.
WET SEAL: Province Approved as Committee's Financial Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of The Wet Seal, Inc.,
et al., to retain Province Inc., as its financial advisor effective
as of Jan. 30, 2015.
Province Inc. will, among other things:
-- assist the Committee in determining how to react to the
Debtors' restructuring plan or in formulating and implementing its
own plan;
-- monitor the financing and sale process, interface with the
Debtors' professionals, and advise the Committee regarding the
process; and
-- prepare and review as applicable, avoidance action and claim
analyses.
The hourly rates of the firm's personnel are:
Principal $635 - $650
Director $425 - $510
Analyst/Senior Analyst $295 - $380
The firm has received no retainer in the cases.
To the best of the Committee's knowledge, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Wet Seal
The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to
15-10084) on Jan. 15, 2015. The Debtors are a national
multi-channel retailer selling fashion apparel and accessory items
designed for female customers aged 13 to 24 years old. The Wet
Seal, Inc., disclosed $215,25Province Inc., as its financial
advisor4,952 in assets and $60,598,968 in liabilities as of the
Chapter 11 filing.
The Hon. Christopher S. Sontchi presides over the jointly
administered cases. Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and
Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP;
and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel.
FTI Consulting serves as the Debtors' restructuring advisor. The
Debtors' investment banker is Houlihan Lokey. The Debtors tapped
Donlin, Recano & Co., Inc. as claims and noticing agent.
The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.
B. Riley, the original DIP lender and plan sponsor, is represented
by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP.
Versa Capital Management, LLC, and its affiliate, Mador Lending,
LLC, which was selected as the successful bidder at an auction, is
being advised by Greenberg Traurig LLP, Klehr Harrison Harvey
Branzburg LLP, and KPMG LLP.
The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors. The Committee tapped Pachulski Stang Ziehl & Jones LLP
as its counsel; and Province Inc., as its financial advisor.
WISDOM HOMES: Incurs $1.98-Mil. Net Loss for FY Ended Dec. 31
-------------------------------------------------------------
Wisdom Homes of America, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the year
ended Dec. 31, 2014.
The Company reported a net loss of $1.98 million on $1.05 million
of total revenue for the year ended Dec. 31, 2014, compared with a
net loss of $1.69 million on $nil of total revenue in 2013.
The Company's balance sheet at Dec. 31, 2014, showed $3.64 million
in total assets, $4.65 million in total liabilities and total
stockholders' deficit of $1.12 million.
The Company expects to have significant costs associated with being
a public, reporting company, which may raise substantial doubt
about its ability to continue trading on the OTCQB and/or continue
as a going concern. These costs include compliance with the
Sarbanes-Oxley Act of 2002, which will be difficult given the
limited size of its management, and the Company will have to rely
on outside consultants. Accounting controls, in particular, are
difficult and can be expensive to comply with.
The Company's ability to continue trading on the OTCQB and/or
continue as a going concern will depend on positive cash flow, if
any, from future operations and on its ability to raise additional
funds through equity or debt financing. If the Company is unable
to achieve the necessary product sales or raise or obtain needed
funding to cover the costs of operating as a public, reporting
company, its common stock may be deleted from the OTCQB and/or the
Company may be forced to discontinue operations.
A copy of the Form 10-K is available at:
http://is.gd/vJjqcU
Wisdom Homes of America, Inc., formerly known as SearchCore, Inc.
(SRER), is a manufactured housing retail center owner and operator.
Wisdom Homes is headquartered in Tyler, Texas. The Company's
common stock trades on the OTCQB, under the ticker symbol "WOFA."
*********
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
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2015. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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*** End of Transmission ***