/raid1/www/Hosts/bankrupt/TCR_Public/150421.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, April 21, 2015, Vol. 19, No. 111
Headlines
ACCESS CIG: Moody's Says B3 CFR Unaffected by $10MM Loan Upsize
ACE TRACK CO: Chapter 15 Case Summary
ALLIED NEVADA: Wins Final Court Approval on Financing
ALTEGRITY INC: Agrees to Reveal What it Paid Top Insiders
ALTEGRITY INC: Watchdog, Dow Jones Blast Bid to Seal Ch. 11 Docs
AMERICAN CASINO: S&P Hikes 2nd Lien Term Loan Debt Rating to 'B+'
ANDALAY SOLAR: Incurs $580K Net Loss in Fourth Quarter
ANESTHESIA HEALTHCARE: Gets Court Nod to Sell Certain Assets to IPS
ANESTHESIA HEALTHCARE: Judge OKs Sale of Contracts to CRH
ATLAS PIPELINE: S&P Affirms BB+ Issuer Credit & Sr. Unsec. Rating
AUBURN TRACE: Wants Access to Cash Collateral Until August 2015
AURORA DIAGNOSTICS: Moody's Say Refinancing is Credit Positive
AVAYA INC: S&P Affirms 'B-' Corporate Credit Rating
CAESARS ENTERTAINMENT: Wants More Time to Decide on Leases
CAREFREE WILLOWS: April 29 Hearing on Settlement Conference Bid
CARLOS M. COLLAZO: Red River Wins Summary Judgment on $6MM Claim
CCM MERGER: S&P Hikes First Lien Debt Rating to 'BB-'
CHASSIX HOLDINGS: Committee Objects to Disclosure Statement
CIT SPORTS: Amer Claim Not Subject to Bankruptcy Discharge
CLEVELAND IMAGING: District Court Order to Freeze Assets Vacated
CLINE MINING: Ontario Court Extends Stay to June 1
COCRYSTAL PHARMA: Adopts 2015 Equity Incentive Plan
CORNERSTONESTONE HOMES: May 7 Hearing on Trustee's Use of Cash
CRYOPORT INC: Amends Form S-1 Prospectus with SEC
CRYOPORT INC: Hikes Class B Preferred Stock to 585,000 Shares
DESERT CAPITAL: Circuit Court Judgments in Swarey Case Reversed
DIOCESE OF HELENA: Omni Management Approved as Balloting Agent
DJO GLOBAL: S&P Affirms 'B-' Corporate Credit Rating
ENDEAVOUR INT'L: Committee Objects to Credit Suisse's Claims
ENDEAVOUR INT'L: Panel Wants Exclusive Standing to Settle Claims
ENERGY FUTURE: Committee Taps Kinsella as Asbestos Claims Expert
EPIQ SYSTEMS: Moody's Alters Outlook to Negative & Affirms B1 CFR
ESCO MARINE: Appoints CRO to Resolve Callidus' Bid for Trustee
ESTATE FINANCIAL: David Meadows OK'd as Panel's Successor Counsel
EXPRESS ENERGY: S&P Withdraws 'B' Corporate Credit Rating
FENWICK AUTOMOTIVE: 9th Circ. Must Clarify Morrison's Scope
FLEMING BUILDING: Case Summary & 21 Largest Unsecured Creditors
FLETCHER INCOME: Sues Accountants Over Auditing Gaffe
FONTAINE PARTNERS: Case Summary & 18 Largest Unsecured Creditors
FREDERICK DEAN RICE: Sedgwick County's Sale Objection Overruled
FREDERICK'S OF HOLLYWOOD: Case Summary & 30 Top Unsec. Creditors
FREDERICK'S OF HOLLYWOOD: Seeks Bankruptcy After Closing Stores
GARDA WORLD: Moody's Affirms 'B2' Corp. Family Rating
GT ADVANCED: To Sell Sapphire-Related Assets at Online Auctions
GTA REALTY: April 28 Hearing on Receiver's Bid to Evict Tenants
GUIDED THERAPEUTICS: Completes $720,000 Interim Financing
INNOVATIVE DISTRIBUTION: Case Summary & 20 Top Unsecured Creditors
INSITE VISION: Closes $7.8 Million Private Placement
INTL MANUFACTURING: Completes Sale of RelyAid Biz to D&T
INTL MANUFACTURING: Judge Approves Sale of Property to RF3
ITS ENGINEERED: Case Summary & 20 Largest Unsecured Creditors
KARMALOOP INC: Asks Nod for CRS's Brian Davies as CRO
KARMALOOP INC: Taps Burns & Levinson LLP as Bankruptcy Counsel
KARMALOOP INC: Taps Consensus Advisory as Investment Banker
KARMALOOP INC: Wants to Hire Rust Omni as Administrative Agent
KARMALOOP INC: Wants to Hire Womble Carlyle as Counsel
KIOR INC: Exempted from Appointment of Fee Examiner
KRATOS DEFENSE: S&P Affirms 'B-' Corporate Credit Rating
L HARRIS: Adversary Proceeding v. MDOR Dismissed
LATEX FOAM: April 28 Hearing on Further Access to Cash Collateral
LONGVIEW POWER: KMPG to Provide Tax Advisory Services
MALIBU ASSOCIATES: Amends Schedule of Unsecured Claims
MALIBU ASSOCIATES: Proposes Levene Neale as Bankruptcy Counsel
MATHESON FLIGHT: Case Summary & 20 Largest Unsecured Creditors
MF GLOBAL: PwC to Pay $65 Million to Settle Lawsuit
MISSISSIPPI PHOSPHATES: May Hold Auction for Assets on May 12
MJ HOLDINGS: Paritz & Company Expresses Going Concern Doubt
MOOD MEDIA: S&P Cuts Corporate Credit Rating to 'CCC+'
NATIONAL POOL: 3rd Cir. Affirms Summary Judgment for AMS
NCN GROUP: Voluntary Chapter 11 Case Summary
NPC INT'L: S&P Cuts CCR to 'B-' & Secured Loans Rating to 'B-'
NW VALLEY: Can Hire Asset Insight as Real Estate Appraiser
NW VALLEY: Court OKs Asgaard Capital as Manager
OPTIMAS OE: Moody's Assigns First Time 'B3' CFR, Outlook Stable
PARK 91: Files for Ch. 11 to Stop NY Townhouse's Foreclosure Sale
PARK 91: Files Schedules of Assets and Liabilities
POINT BLANK: Asks for Approval of Settlement With Class Plaintiffs
PRITHVI CATALYTIC: Court Narrows Claims in Suit v. Microsoft
RADIOSHACK CORP: Committee Taps Houlihan as Financial Advisor
RADIOSHACK CORP: Cooley LLP OK'd as Committee's M&A Counsel
RADIOSHACK CORP: Reduces MAEVA's Fees to Address Objections
RADIOSHACK CORP: Wins Nod For Sale of LA Assets to Regal Forest
REGENCY CENTERS: Fitch Affirms BB+ Preferred Stock Rating
RESIDENTIAL CAPITAL: MIG Inc. Must Face Rescap Trust Suit
ROADRUNNER ENTERPRISES: Taps Motleys to Auction Real Property
ROADRUNNER ENTERPRISES: Taps Tyler Realty as Real Estate Broker
SHILO INN: Court OKs Sale of Rose Garden Assets to Mark Hollander
SILVERADO STREET: Meeting of Creditors Continued Until May 12
SIMPLY FASHION: Cancels Leases for 5 Unopened Stores
SIMPLY FASHION: Has $1.25MM Financing From Owners
SIMPLY FASHION: Rejecting 50 Store Leases Effective April 30
SIRIUS COMPUTER: $35MM Loan Upsize No Impact on Moody's 'B1' CFR
TAYLOR BEAN: Judge Presses Freddie Mac in Coverage Tussle
TRACK GROUP: Amends 150,000 Shares Resale Prospectus
TRISTAR ESPERANZA: Subordination of O'Donnell Claim Affirmed
TRUMP ENTERTAINMENT: Slot Transfer Motion Filing Deadline Extended
TURNKEY PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
UNI-PIXEL INC: Acquires Atmel's XSense Assets and Operations
VICTORY ENERGY: Texas Capital Lowers Borrowing Base to $500,000
WALTER ENERGY: S&P Cuts Corporate Credit Rating to 'D'
WPCS INTERNATIONAL: Issues 1.2 Million Common Shares
[*] Full 5th Circ. Overturns 'Actual Benefit' Ch. 11 Fee Test
[*] Lori Hood Joins Baker Donelson's Business Litigation Group
[^] Large Companies With Insolvent Balance Sheet
*********
ACCESS CIG: Moody's Says B3 CFR Unaffected by $10MM Loan Upsize
---------------------------------------------------------------
Moody's Investors Service said Access CIG LLC's B3 Corporate Family
Rating and its instrument-level ratings are not affected by the
announced $10 million increase of its upsized first lien term loan
to a total of $402 million. While incremental cash is modestly
positive for the company's liquidity, Moody's expects Access will
continue to prioritize its cash flows and balance sheet cash for
future tuck-in acquisitions and that leverage will remain high.
Headquartered in Livermore, CA, Access Information Management
provides records and information services primarily to small and
medium enterprises in the U.S.
ACE TRACK CO: Chapter 15 Case Summary
-------------------------------------
Chapter 15 Petitioner: Sooan Cho
Chapter 15 Debtor: Ace Track Co., Ltd.
272 Gasan-ri Chukdong-myeon
Gyeongsangnam-do
Sacheon-si 664-811
South Korea
Chapter 15 Case No.: 15-13819
Chapter 15 Petition Date: April 17, 2015
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Jacqueline P. Cox
Chapter 15 Petitioner's Counsel: Mark L Radtke, Esq.
SHAW FISHMAN GLANTZ & TOWBIN LLC
321 N Clark St Ste 800
Chicago, IL 60654
Tel: 312- 276-1325
Fax: 312 275-0566
Email: mradtke@shawfishman.com
- and -
Brian L Shaw, Esq.
SHAW FISHMAN GLANTZ & TOWBIN LLC
321 N Clark Street, Suite 800
Chicago, IL 60610
Tel: 312-541-0151
Fax: (312) 980-3888
Email: bshaw@shawfishman.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
ALLIED NEVADA: Wins Final Court Approval on Financing
-----------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved,
on a final basis, the motion of Allied Nevada Gold to (a) obtain
post-petition financing, (b) grant liens and super-priority
administrative expense status, (c) use cash collateral of
pre-petition secured parties and (d) grant adequate protection to
prepetition secured parties; (ii) scheduling a final hearing and
(iii) granting related relief.
BankruptcyData.com previously reported, "The facility is a $78
million multiple-draw term loan facility, $35 million of which
shall be drawn after entry of the interim order and $43 million of
which shall be drawn, in two additional loans, on and after May 1,
2015 . . . The Debtors request that the Court authorize the
Debtors, on an interim basis pending the Final Hearing, to borrow
under the DIP Facility in an amount up to $35,000,000, subject to
the terms and conditions set forth in the DIP Documents and the
Interim Order….This relief will enable the Debtors to operate
their business in a manner that will permit them to preserve and
maximize value and thereby avoid immediate and irreparable harm and
prejudice to their estates and all parties in interest, pending the
Final Hearing."
About Allied Nevada
Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a
publicly traded U.S.-based gold and silver producer engaged in
mining, developing and exploring properties in the State of
Nevada.
ANV's common stock trades on the NYSE and the TSX.
ANV was spun off from Vista Gold Corp. in 2006 and began operations
in May 2007. Nevada-based mining properties acquired from Vista
include the Hycroft Mine, an open-pit heap leach operation located
54 miles west of Winnemucca, Nevada. ANV controls 75 exploration
properties throughout Nevada as of
Dec. 31, 2014.
On March 10, 2015, ANV and 13 affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware. The Debtors have requested that their cases
be jointly administered under Case No. 15-10503. The cases are
assigned to Judge Mary F. Walrath.
The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer
& Feld LLP as attorneys; FTI Consulting Inc. as financial advisor;
Moelis & Company as financial advisor; and Prime Clerk LLC as
claims and noticing agent.
ANV disclosed $941 million in total assets and $664 million in
total debt as of Dec. 31, 2014.
ALTEGRITY INC: Agrees to Reveal What it Paid Top Insiders
---------------------------------------------------------
Peg Brickley at The Daily Bankruptcy Review reports that the
company that vetted National Security Agency contractor Edward
Snowden and Washington Navy Yard shooter Aaron Alexis has agreed to
disclose what it paid top insiders in the year before it filed for
bankruptcy.
The agreement came under pressure from federal bankruptcy watchdogs
and Dow Jones, which challenged Altegrity Inc. over its refusal to
publicly disclose insider pay, according to The Daily Bankruptcy
Review.
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.
ALTEGRITY INC: Watchdog, Dow Jones Blast Bid to Seal Ch. 11 Docs
----------------------------------------------------------------
Law360 reported that Altegrity Inc., which had come under fire for
a unit's vetting of National Security Agency leaker Edward Snowden
before filing for Chapter 11 protection, was hit with criticism on
April 14 from Dow Jones & Co. Inc. and the U.S. Trustee's Office
for filing some of its financial information under seal.
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 CASINO: S&P Hikes 2nd Lien Term Loan Debt Rating to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating on
U.S. gaming operator American Casino & Entertainment Properties
LLC's (ACEP) second-lien credit facility to 'B+' from 'B-' and
revised the recovery rating on this debt to '4' from '6'.
S&P said, "The '4' recovery rating indicates our expectation for
average (30% to 50%) recovery in the event of a payment default.
Our recovery expectations are in the lower half of the 30% to 50%
range."
"We revised the recovery rating to reflect a lower estimated amount
of first-lien debt outstanding at default than we assumed in our
previous analysis. The lower balances on the first-lien credit
facility are the result of debt repayments. Since Dec. 31, 2014,
ACEP repaid approximately $30 million of term loan debt, including
an excess cash flow payment of $9.4 million and additional
voluntary prepayments of $20.6 million."
All other ratings on ACEP, including S&P's B+' corporate credit
rating, remain unchanged. The rating outlook is stable.
RATINGS LIST
American Casino & Entertainment Properties LLC
Corporate Credit Rating B+/Stable/--
Upgraded; Recovery Rating Revised
American Casino & Entertainment Properties LLC
To From
Second-lien credit facility
Senior Secured B+ B-
Recovery Rating
ANDALAY SOLAR: Incurs $580K Net Loss in Fourth Quarter
------------------------------------------------------
Andalay Solar, Inc., reported a net loss attributable to common
stockholders of $580,000 on $234,000 of net revenue for the three
months ended Dec. 31, 2014, compared to a net loss attributable to
common stockholders of $623,000 on $757,000 of net revenue for the
same period in 2013.
For the year ended Dec. 31, 2014, the Company incurred a net loss
attributable to common stockholders of $1.87 million on $1.28
million of net revenue compared to a net loss attributable to
common stockholders of $3.85 million on $1.12 million of net
revenue in 2013.
As of Dec. 31, 2014, the Company had $2.56 million in total assets,
$5.51 million in total liabilities and a $2.95 million
stockholders' deficit.
"Our fourth quarter results were negatively impacted by a lack of
solar module inventory. The West Coast port slowdown, whose
impacts are still reverberating, caused the late-arrival of raw
materials, which in turn delayed production schedules for our new
line of American-made modules," explained Steven Chan, president &
CEO. "We were pleased to finally begin selling these modules to
customers in mid-December 2014."
"We made good progress in executing our new business strategy of
licensing our frame technology to top tier solar manufacturers,
most notably putting in place the preparation needed to
successfully manufacture and certify a new product for delivery in
Q2 this year," continued Steven Chan. "The Hyundai-branded
TG-Series solar modules will be the first to carry the Andalay
frame."
Cash at Dec. 31, 2014 was $62,000. There was a $500,000 balance
drawn on the Company's $500,000 line of credit at year-end. Common
shares outstanding as of Dec. 31, 2014, were 279.5 million compared
to 116.3 million as of Dec. 31, 2013, and 249.3 million as of Sept.
30, 2014.
A full-text copy of the press release is available for free at:
http://is.gd/z83G4w
About Andalay Solar
Founded in 2001, Andalay Solar, Inc., formerly Westinghouse Solar,
Inc., is a provider of innovative solar power systems. In 2007,
the Company pioneered the concept of integrating the racking,
wiring and grounding directly into the solar panel. This
revolutionary solar panel, branded "Andalay", quickly won industry
acclaim. In 2009, the Company again broke new ground with the
first integrated AC solar panel, reducing the number of components
for a rooftop solar installation by approximately 80 percent and
lowering labor costs by approximately 50 percent. This AC panel,
which won the 2009 Popular Mechanics Breakthrough Award, has
become the industry's most widely installed AC solar panel. A new
generation of products named "Instant Connect" was introduced in
2012 and is expected to achieve even greater market acceptance.
Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013. The independent
auditors noted that the Company's significant operating losses and
negative cash flow from operations raise substantial doubt about
its ability to continue as a going concern.
ANESTHESIA HEALTHCARE: Gets Court Nod to Sell Certain Assets to IPS
-------------------------------------------------------------------
Anesthesia Healthcare Partners Inc. received court approval to sell
assets owned by the company and its affiliates to Innovative
Practice Strategies LLC.
Innovative Practice offered $50,000 for the assets, which include
the companies' rights under certain contracts associated with the
provision of anesthesia management services.
The buyer will also assume the companies' obligations under those
contracts and other liabilities after the closing of the sale,
according to court filings. A list of these contracts is available
for free at http://is.gd/l7oOBw
The sale was approved by Judge Wendy Hagenau of U.S. Bankruptcy
Court for the Northern District of Georgia.
About Anesthesia Healthcare
Anesthesia Healthcare Partners, Inc. and its affiliates filed
Chapter 11 petitions (Bankr. N.D. Ga. Case No. 14-59631) in Atlanta
on May 15, 2014. The cases are assigned to Judge Wendy L.
Hagenau.
The Debtors tapped Theodore N. Stapleton, Esq., at Theodore N.
Stapleton, P.C., in Atlanta, as counsel. The Debtors also engaged
Carl Marks Advisory Group, Inc., to provide the services of F.
Duffield Meyercord as Chief Restructuring Officer
Sean Lynch of Suwannee, Georgia, the CEO of the company, owns 100%
of the common stock.
In its schedules, Anesthesia Healthcare listed $19,632,440 in total
assets and $11,827,716 in total liabilities.
ANESTHESIA HEALTHCARE: Judge OKs Sale of Contracts to CRH
---------------------------------------------------------
U.S. Bankruptcy Judge Wendy Hagenau approved the sale of assets
owned by Anesthesia Healthcare Partners Inc. and its affiliates to
CRH Anesthesia Management LLC.
The assets include the companies' rights under certain contracts
associated with the provision of anesthesia management services. A
list of these contracts is available for free at
http://is.gd/HA840c
CRH Anesthesia will purchase the assets for $600,000, and will
assume certain liabilities, including the companies' obligations
under the contracts, according to court filings.
About Anesthesia Healthcare
Anesthesia Healthcare Partners, Inc. and its affiliates filed
Chapter 11 petitions (Bankr. N.D. Ga. Case No. 14-59631) in Atlanta
on May 15, 2014. The cases are assigned to Judge Wendy L.
Hagenau.
The Debtors tapped Theodore N. Stapleton, Esq., at Theodore N.
Stapleton, P.C., in Atlanta, as counsel. The Debtors also engaged
Carl Marks Advisory Group, Inc., to provide the services of F.
Duffield Meyercord as Chief Restructuring Officer
Sean Lynch of Suwannee, Georgia, the CEO of the company, owns 100%
of the common stock.
In its schedules, Anesthesia Healthcare listed $19,632,440 in total
assets and $11,827,716 in total liabilities.
ATLAS PIPELINE: S&P Affirms BB+ Issuer Credit & Sr. Unsec. Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' issuer credit
and senior unsecured ratings on Atlas Pipeline Partners L.P.
S&P also revised the recovery rating on the unsecured debt to '3'
from '4'. The '3' recovery rating indicates S&P's expectations of
"meaningful" (50% to 70%; higher half of the range) if a payment
default occurs. The outlook is stable.
"We view APL as a core subsidiary of Targa and therefore equalize
the ratings. As such, when analyzing Atlas, we focus on Targa's
consolidated credit profile," said Standard & Poor's credit analyst
Nora Pickens.
Targa's "aggressive" financial risk profile reflects S&P's
expectations that financial leverage will be 4.25x to 4.5x in 2015
and 2016. Under its base-case forecast, S&P assumes between $1.25
billion and $1.3 billion of growth capital spending, a modest
uptick in field gathering volumes, and a 15% EBITDA growth in the
logistics segment.
S&P assesses Targa's business risk profile as "satisfactory". Key
factors for the business risk include the partnership's growing
scale and asset diversity, increasing fee-based cash flows, and
good asset diversity. Factors that partly offset these strengths
include cash flows that are vulnerable to volatile commodity prices
and volume risk, a large capital spending program, and the
master limited partnership structure, under which the partnership
distributes virtually all cash flow to unitholders.
The ratings outlook on Atlas is stable, in line with parent Targa,
and reflects that Targa will successfully execute on its 2015
organic expansion projects while maintaining adequate liquidity and
debt to EBITDA in the mid-4x area.
S&P could lower the rating if lower commodity prices or lower
volumes cause Targa's EBITDA to decline and financial ratios to
deteriorate, such that total debt to EBITDA is more than 5x for an
extended period of time. Higher ratings are possible if Targa grows
its amount of fee-based cash flow and keeps financial leverage
below 4x.
AUBURN TRACE: Wants Access to Cash Collateral Until August 2015
---------------------------------------------------------------
Auburn Trace, Ltd., asks the Bankruptcy Court for authorization to
use secured creditors' cash collateral. According to the Debtor,
the only secured creditor with a lien on the Debtor's cash
collateral is IBERIABANK, though the City of Delray is also
claiming an interest in the same.
A copy of the budget until August 2015 is available for free at:
http://bankrupt.com/misc/AuburnTrace_70_36_amendedbudget_CC.pdf
In a prior order, the Court authorized the Debtor to use cash
collateral until May 13, 2015, at 5:00 p.m., unless extended by
further order of the Court. The Debtor was also authorized: (i)
exceed any line item on the Budget by an amount equal to 10% of
each such line item; or (ii) to exceed any line item by more than
10% so long as the total of all amounts in excess of all line items
for the budget do not exceed 10% in the aggregate of the total
budget.
The Debtor's prepetition secured creditors with liens on the real
property located at located at 625 Auburn Circle W., Delray Beach,
Florida are:
1. IBERIABANK -- $4,221,557;
2. The City of Delray Beach -- $4,231,816;
3. U.S. Small Business Administration -- $199,514; and
4. the Palm Beach County Tax Collector -- of $287,954 for 2014
and 2015 real property taxes.
As adequate protection to IBERIABANK and The City of Delray Beach,
the Debtor proposes to provide the secured creditors with
replacement liens.
A copy of the budget until May 2015 is available for free at:
http://bankrupt.com/misc/AuburnTrace_70_36_amendedbudget_CC.pdf
The Debtor is represented by:
Bradley S. Shraiber, Esq.
SHRAIBERG, FERRARA & LANDAU, P.A.
2385 NW Executive Center Drive, #300
Boca Raton, Florida 33431
Tel: (561) 443-0800
Fax: (561) 998-0047
E-mail: bshraiberg@sfl-pa.com
About Auburn Trace
Auburn Trace filed a Chapter 11 bankruptcy petition (Bank. S.D.
Fla. Case No. 15-10317) on Jan. 7, 2015. The petition was signed
by Brian J. Hinners as president. The Debtor disclosed $9.61
million in assets and $9.54 million in liabilities as of the
Chapter 11 filing. The case is assigned to Judge Paul G. Hyman,
Jr. Bradley S Shraiberg, Esq., at Shraiberg, Ferrara & Landau,
P.A., serves as the Debtor's counsel.
The U.S. Trustee notified the U.S. Bankruptcy Court that until
further notice, it will not appoint a committee of creditors.
AURORA DIAGNOSTICS: Moody's Say Refinancing is Credit Positive
--------------------------------------------------------------
Moody's Investors Service commented that the announcement that
Aurora Diagnostics Holdings, LLC, had amended and restated its
credit agreement is modestly credit positive as it improves the
company's ability to pursue acquisitions of additional pathology
practices that could reduce leverage. However, there is no change
to the company's ratings, including Aurora's Caa2 Corporate Family
Rating and Caa2-PD Probability of Default Rating. The stable rating
outlook is also unchanged.
Aurora Diagnostics Holdings, LLC, the parent company of Aurora
Diagnostics, LLC (collectively Aurora), through its subsidiaries,
provides physician-based general anatomic and clinical pathology,
dermatopathology, molecular diagnostic services and other esoteric
testing services to physicians, hospitals, clinical laboratories
and surgery centers. Aurora recognized approximately $243 million
in revenue in the twelve months ended September 30, 2014.
AVAYA INC: S&P Affirms 'B-' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Santa Clara, Calif.-based Avaya Inc. to stable from negative and
affirmed the 'B-' corporate credit rating on the company.
In addition, S&P assigned Avaya Inc.'s proposed term loan B-7 due
2020 our issue level rating of 'B' (one notch higher than our
corporate credit rating on the company) with a recovery rating of
'2', indicating our expectation of substantial (70%-90%, in the
lower half of the range) recovery for lenders in the event of
payment default. The B-7 term loan will refinance and extend a
portion of the company's existing term loans.
"The outlook revision to stable from negative reflects Avaya's
trend of moderating revenue declines and steady EBITDA margins over
the past several quarters and our expectation that the company will
generate free cash flow for 2015 and that liquidity will remain
adequate, with cash balances continuing to exceed $200 million over
2015," said Standard & Poor's credit analyst John
Moore."
S&P said, "The rating outlook is stable. We expect that over the
coming year, the company will find it challenging to restore
revenue growth. However, we expect the company will generate free
cash flow and maintain adequate liquidity with cash balances in
excess of $200 million over the coming 12 months."
"We could lower the ratings if revenue declines were to accelerate,
free cash flow reverted to negative on a 12-month basis, or cash
balances eroded below $200 million," S&P related.
Given the company's very high debt to EBITDA of about 9x and weak
revenue performance, an upgrade is unlikely over the coming year,
according to S&P.
CAESARS ENTERTAINMENT: Wants More Time to Decide on Leases
----------------------------------------------------------
Caesars Entertainment Operating Company, Inc., et al., ask the U.S.
Bankruptcy Court for the Northern District of Illinois to extend
until Aug. 13, 2015, the deadline within which the Debtors must
assume or reject unexpired leases of nonresidential real property.
A hearing on the Debtors' extension request is set for April 29,
2015, at 1:30 p.m. (prevailing Central Time). Any objection to the
request must be filed by April 22, 2015, at 4:00 p.m (prevailing
Central Time).
The Debtors are parties to a number of Unexpired Leases that
support the operations of 13 gaming and resort properties across
seven states. The time within which the Debtors must assume or
reject the Unexpired Leases is currently set to expire on May 15,
2015.
David R. Seligman, P.C., at Kirkland & Ellis LLP, the Debtors'
bankruptcy counsel, says that the Debtors have not yet had an
opportunity to determine conclusively which Unexpired Leases may be
assumed or rejected as part of their overall restructuring
objectives. The Debtors have been principally focused on
stabilizing their business operations, obtaining the entry of
orders approving vital first- and second-day relief, including with
regard to their use of cash collateral on a consensual basis,
filing a Chapter 11 plan and related disclosure statement,
completing and filing their schedules of assets and liabilities and
statements of financial affairs, and continuing to negotiate the
terms of a restructuring support agreement with key creditor
groups, among other things.
The Debtors need additional time to complete their analysis of the
Unexpired Leases in light of their overall restructuring goals and
the circumstances of these Chapter 11 cases, Mr. Seligman says.
According to Mr. Seligman, compelling the Debtors to determine
which Unexpired Leases to assume or reject at this time could
otherwise have a substantial negative impact on the Debtors'
ability to maximize the value of their estates. A 90-day extension
will provide the Debtors with additional time to closely assess the
locations and associated operations governed by the Unexpired
Leases and determine which Unexpired Leases fit with the Debtors'
operational restructuring objectives.
Mr. Seligman assures the Court that the Debtors have continued to
honor their postpetition obligations under the Unexpired Leases in
a timely fashion. He says that during these Chapter 11 cases and
pending a decision to assume or reject each Unexpired Lease, the
Debtors have performed -- and are continuing to perform -- all of
their undisputed obligations arising from and after the Petition
Date in a timely fashion as required under section 365(d)(3) of the
U.S. Bankruptcy Code, including payment of postpetition rent.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended
and Restated Restructuring Support and Forbearance Agreement, dated
as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented by
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner.
CAREFREE WILLOWS: April 29 Hearing on Settlement Conference Bid
---------------------------------------------------------------
Carefree Willows LLC asks the U.S. Bankruptcy Court for the
District of Nevada to require the interested parties in the
Debtor's bankruptcy case to attend a settlement conference.
A hearing on the motion is set for April 29, 2015, at 9:30 a.m.
Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, the
attorney for the Debtor, says, "The Debtor is willing to pay a
reasonable settlement. It makes sense at this time that the
parties dedicate the time and energy to conduct a good faith
settlement conference in an attempt to avoid extensive future
litigation costs and time delay."
According to Mr. Smith, the case has become far more complex than a
normal bankruptcy case of this size, with multiple motions filed.
The confirmation hearing lasted nine days. The case, which has
been under submission for more than two years, involves competing
plans of reorganization, and multiple related motions. The Court
has not yet ruled on confirmation of the Debtor's plan or the plan
submitted by AG/ICC Willows Loan Owner, LLC, a Delaware limited
liability company. Mr. Smith claims that a decision by the Court
on plan confirmation will foster more litigation.
"Whatever outcome is determined by the Court will most certainly be
appealed, which appeal will likely be taken to the Ninth Circuit,"
Mr. Smith says. "If a stay pending appeal is granted, the parties
could be on hold in this matter for an additional four years or
more."
"AG is merely a lender secured by the Debtor's retirement home
facility, and as such the most it can expect is repayment. The
question of how much that repayment should be is fraught with
several issues that could be addressed at a settlement conference .
. . . Furthermore, in light of the improved economy in the Las
Vegas area, and specifically the increased value of this property,
the Debtor is in a position where it has the ability to pay off AG,
assuming a reasonable payoff figure can be agreed upon," Mr. Smith
claims.
About Carefree Willows
Carefree Willows LLC is the owner of a 300-unit senior housing
complex, located 3250 S. Town Center Drive, in Las Vegas, Nevada.
Carefree Willows filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 10-29932) on Oct. 22, 2010. The Debtor disclosed $30.6 million
in assets and $36.5 million in liabilities as of the Chapter 11
filing.
The Law Offices of Alan R. Smith, in Reno, Nevada, serves as
counsel to the Debtor. AG/ICC Willows Loan Owner, LLC, is
represented in the case by Ali M.M. Mojdehi, Esq., Allison Rego,
Esq., Janet Dean Gertz, Esq., at COOLEY LLP.
CARLOS M. COLLAZO: Red River Wins Summary Judgment on $6MM Claim
----------------------------------------------------------------
District Judge Joseph C. Spero granted the Plaintiff's Motion for
Summary Judgment in the case captioned RED RIVER RESOURCES, INC.,
Plaintiff, v. CARLOS M COLLAZO, Defendant, CASE NO. 14-CV-04961-JCS
(N.D. Cal.).
Carlos Collazo filed a chapter 11 petition (Bankr. N.D. Cal. Case
No. 12-30217) on Jan. 23, 2012. The court appointed a chapter 11
trustee on Aug. 10, 2012. The case is still pending.
Red River Resources, Inc. sought judgment on a $6 million claim
against Collazo. Plaintiff has filed a Motion for Summary Judgment
on Sole Cause of Action in Complaint, on Collazo's Affirmative
Defenses, and on Collazo's Counterclaim.
In an April 8, 2015 order available at http://is.gd/Gz81fBfrom
Leagle.com, Judge Spero found that the claim for $6 million was
allowed by the bankruptcy court, not discharged, and the stay
against relief was lifted. Accordingly, the Plaintiff's motion was
granted.
Red River Resources, Inc., Plaintiff, represented by Michael
Magayne Lauter -- mlauter@sheppardmullin.com , Sheppard, Mullin,
Richter & Hampton, Keith Lorin Hendricks -- khendricks@law-msh.com
, Moyes Sellers Hendricks & Michael H. Ahrens --
mahrens@sheppardmullin.com , Sheppard Mullin Richter & Hampton
LLP.
Carlos M. Collazo, Defendant, Pro Se.
Red River Resources, Inc., Counter-defendant, represented by
Michael Magayne Lauter, Sheppard, Mullin, Richter & Hampton, Keith
Lorin Hendricks, Moyes Sellers Hendricks & Michael H. Ahrens,
Sheppard Mullin Richter & Hampton LLP.
CCM MERGER: S&P Hikes First Lien Debt Rating to 'BB-'
-----------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating on
U.S. gaming operator CCM Merger Inc.'s (CCM) first-lien credit
facility to 'BB-' from 'B+' and revised the recovery rating on this
debt to '1' from '2'. The '1' recovery rating indicates S&P's
expectation for very high (90% to 100%) recovery in the event of a
payment default.
S&P said, "We revised the recovery rating to reflect a lower
estimated amount of first-lien debt outstanding at default than we
assumed in our previous analysis. The lower balances on the
first-lien credit facility are the result of debt repayments. Since
Dec. 31, 2014, CCM repaid approximately $15 million of term loan
debt."
All other ratings on CCM, including S&P's 'B' corporate credit
rating, are unchanged. The rating outlook is stable.
RATINGS LIST
CCM Merger Inc.
Corporate Credit Rating B/Stable/--
Upgraded; Recovery Rating Revised
CCM Merger Inc.
To From
First-lien credit facility
Senior Secured BB- B+
Recovery Rating 1 2H
CHASSIX HOLDINGS: Committee Objects to Disclosure Statement
-----------------------------------------------------------
BankruptcyData.com reported that Chassix's official committee of
unsecured creditors' filed with the U.S. Bankruptcy Court an
objection to Debtors motion for an order (i) approving proposed
Disclosure Statement and the form and manner of the notice of the
Disclosure Statement Hearing, (ii) establishing solicitation and
voting procedures, (iii) scheduling a confirmation hearing, and
(iv) establishing notice and objection procedures for confirmation
of Debtors plan of reorganization.
BankruptcyData.com related that the objection explains, "As
proposed, the Plan provides for a release in favor of certain
non-Debtor parties—including Platinum Equity and the Debtors'
directors and officers—for any and all claims and causes of
actions based on or relating to the Debtors, the Chapter 11 Cases
and the negotiation, formulation, or preparation of the Plan,
Disclosure Statement and the Restructuring Support Agreement. . .
Although the Third Party Release contains a standard carve-out for
claims arising from fraud, gross negligence or willful misconduct,
notably, this carve-out explicitly does not apply to 'the issuance
of the Unsecured Notes, the use of their Proceeds, and any events
related thereto.' This would include the 'special dividend' of more
than $100 million that the Debtors paid to Platinum Equity in
December 2013 out of the proceeds of the Unsecured Notes... Only
holders who both vote to reject the Plan and check the opt-out box
on the applicable ballot indicating their desire to opt out of the
Third Party Release will not be bound thereto. . . Unsecured
creditors in Class 6 (Other General Unsecured Claims) and Class 4
(Unsecured Note Claims) are potentially gravely affected by this
Hobson's choice because holders of claims in those two classes face
the prospect of receiving no distribution whatsoever if their class
votes to reject the Plan. Unsecured creditors in those two classes
are therefore forced to choose whether to (a) vote no on the Plan
and, if their class rejects the Plan, receive nothing and elect
whether to opt out of the Third Party Release on an individual
basis or (b) vote yes on the Plan to protect their distribution and
be deemed to have granted the broad Third Party Release."
About Chassix Holdings
Chassix is a global manufacturer and supplier of aluminum and iron
chassis sub-frame components and powertrain products with both
casting and machining capabilities. Based in Southfield,
Michigan,
Chassix and its subsidiaries operate 23 manufacturing facilities
across six countries, providing safety critical automotive
components, having content on approximately 64% of the largest
platforms in North America. Their product mix maintains an even
balance among trucks, minivans and SUVs, as well as small and
medium size cars and cross-over vehicles.
For the twelve months ended Dec. 31, 2014, the Debtors generated
$1.37 billion in revenue on a consolidated basis. As of Dec. 31,
2014, the Debtors had $833 million in assets and $784 million in
liabilities on a consolidated basis.
Chassix Holdings, Inc., et al., sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-10578) in Manhattan on March 12,
2015, with a Chapter 11 plan that was negotiated with lenders and
customers.
Chassix Holdings estimated $500 million to $1 billion in assets and
debt.
The Debtors have tapped Weil, Gotshal & Manges LLP, as attorneys;
Lazard Freres & Co, LLC, as investment banker; FTI Consulting, Inc.
to provide an interim CFO and additional restructuring
services; and Prime Clerk LLC, as claims and noticing agent.
CIT SPORTS: Amer Claim Not Subject to Bankruptcy Discharge
----------------------------------------------------------
District Judge Edward M. Chen affirmed the bankruptcy court's
summary judgment decision in the case captioned FRITZ WUTHRICH,
Appellant, v. AMER SPORTS WINTER & OUTDOOR COMPANY, Appellee, NO.
C-14-0871 EMC (N.D. Cal.).
Mr. Wuthrich is the sole shareholder and president of CIT Sports,
Inc. ("CIT"). On August 15, 2001, Atomic Ski USA, Inc., the
predecessor of Amer Sports Winter & Outdoor Company ("Amer"),
entered into an agreement with CIT to set up an account for CIT
with Atomic Ski. Mr. Wuthrich signed the CIT/Atomic Skit agreement
as CIT's president. In connection with the agreement, Mr. Wuthrich
also signed a personal guaranty in favor of Atomic Ski,
guaranteeing payment of CIT's obligations to Atomic Ski.
In May 2010, CIT filed a Chapter 11 bankruptcy petition, executed
on its behalf by Mr. Wuthrich. In July 2010, Mr. Wuthrich and his
wife filed a Chapter 7 bankruptcy petition. Atomic Ski/Amer was
never listed as a creditor, never received notice, and was not
aware of both bankruptcies.
In December 2010, the bankruptcy court issued a discharge of debtor
and final decree in the Wuthrich bankruptcy. In February 2012, the
bankruptcy court entered an order in the CIT bankruptcy, confirming
CIT's plan of reorganization.
Some time after the discharge in the Wuthrich bankruptcy, CIT,
acting through Mr. Wuthrich, ordered merchandise from Atomic
Ski/Amer. Atomic Ski/Amer shipped the goods to CIT but CIT failed
to pay, with the outstanding invoices totaling $74,064.42. Amer
filed suit against CIT. Mr. Wuthrich asserted that Amer could not
enforce the personal guaranty that he had signed because of the
discharge in the Wuthrich bankruptcy. Amer brought an action for
declaratory relief with the bankruptcy court, seeking to resolve
the dispute. The bankruptcy court issued its order granting Amer,
and denying Mr. Wuthrich, summary judgment.
In an order dated April 1, 2015 available at http://is.gd/bOvl0u
from Leagle.com, Judge Chen affirmed the decision of the bankruptcy
court. He concluded that Amer's claim for outstanding invoices
does not constitute a pre-petition contingent claim subject to the
bankruptcy discharge.
Fritz Wuthrich, Appellant, represented by Ruth Elin Auerbach.
Amer Sports Winter & Outdoor Company, Appellee, represented by
Stephen D. Finestone -- sfinestone@pobox.com , Law Offices of
Stephen D. Finestone.
CLEVELAND IMAGING: District Court Order to Freeze Assets Vacated
-----------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit vacated the
district court's order prohibiting 2920 ER LLC from transferring
funds, as well as its orders compelling "postjudgment discovery",
and remanded the case to the district court for further
proceedings. The appellate case is captioned In re: 2920 ER,
L.L.C., doing business as Trinity Healthcare Network, Petitioner,
NO. 14-20734 (5th Cir.).
2920 ER, L.L.C., was among three unlicensed clinics that were
allowed by Cleveland Imaging, a small, four-bed hospital in
Cleveland, Texas, to use its billing codes to bill insurers
illicitly. The insurance company, Aetna Life Insurance Co.
("Aetna"), sued the unlicensed clinics, including 2920, and the
hospital in federal court for money had and received, fraud,
negligent misrepresentation, unjust enrichment, and civil
conspiracy. The district court granted what it called "partial
judgment" ordering that Aetna will take $8,412,116.01 from the
defendants. Cleveland Imaging filed a voluntary petition for
Chapter 11 bankruptcy.
Aetna's counsel represented that following the district court's
"partial judgment" opinion, 2920 started sending large sums of
money to an entity called Spring Klein Surgery Center, an allegedly
inexistent hospital. The district court then essentially ordered an
asset freeze, prohibiting 2920 from any further transfer of funds,
except to pay bills in the ordinary course of business, without
permission from the court.
In a per curiam decision dated April 2, 2015 which is available at
http://is.gd/j47pPCfrom Leagle.com, the Court of Appeals found
that the district court did not have the authority to order
postjudgment remedies before a final judgment unless the court
follows the strictures required for a preliminary injunction or for
prejudgment remedies. Accordingly, the district court's orders
prohibiting 2920 from transferring funds and compelling
"postjudgment discovery" were vacated, and the case was remanded to
the district court for further proceedings.
About Cleveland Imaging
Headquartered in Houston, Texas, Cleveland Imaging & Surgical
Hospital, L.L.C., aka Doctors Diagnostic Hospital, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 14-
34974) on Sept. 4, 2014. It estimated its assets at $1 million to
$10 million and its liabilities at $10 million to $50 million.
The petition was signed by Douglas J. Brickley, the receiver. The
Hospital did not file a list of its largest unsecured creditors
when it filed the petition.
Christopher Adams, Esq., at Okin Adams & Kilmer LLP, serves as the
Hospital's bankruptcy counsel.
Judge Jeff Bohm presides over the case.
CLINE MINING: Ontario Court Extends Stay to June 1
--------------------------------------------------
The Ontario Superior Court of Justice overseeing Cline Mining
Corp.'s insolvency proceeding signed off on an order that extended
the stay to June 1, 2015.
Cline Mining, a Canadian mining company with assets in the U.S. and
Madagascar, filed for protection under Canada's Companies'
Creditors Arrangement Act to recapitalize its business, which has
been badly hurt by the low price of metallurgical coal.
On Jan. 15, 2015, the U.S. Bankruptcy Court in Colorado issued an
order recognizing the company's Canadian insolvency proceeding.
About Cline Mining
Cline Mining Corporation -- http://www.clinemining.com/-- is a
Canadian mining company headquartered in Toronto, Ontario with
resource development interests in Canada, the United States and
Madagascar.
Cline Mining in December 2014 announced a proposed recapitalization
that, among others, would reduce over $55 million in secured debt,
compromise certain unsecured debts, and provide for a change of
control of the equity. To implement the recapitalization, Cline
Mining and its wholly-owned subsidiaries, New Elk Coal Company LLC
and North Central Energy Company, obtained an Order from the
Ontario Superior Court of Justice (Commercial List) initiating
proceedings under the Companies' Creditors Arrangement Act (the
"CCAA"). FTI Consulting Canada Inc. is the court-appointed
monitor.
FTI Consulting, as foreign representative, filed petitions under
Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No.
14-26132) on Dec. 3, 2014, to seek U.S. recognition of Cline Mining
and its two affiliates' CCAA proceedings. Ken Coleman, Esq., and
Jonathan Cho, Esq., at Allen & Overy LLP, in New York, serve as
counsel in the U.S. cases.
COCRYSTAL PHARMA: Adopts 2015 Equity Incentive Plan
---------------------------------------------------
The Board of Directors of Cocrystal Pharma, Inc., adopted the 2015
Equity Incentive Plan which provides for the grant of incentive
stock options, qualified stock options, restricted stock awards,
restricted stock units, stock appreciation rights, and performance
shares or units and cash awards. Awards may be granted under the
Plan to the Company's employees, non-employee directors and
independent contractors. The maximum number of shares of common
stock available for issuance under the Plan is 80,000,000 shares
which includes 32,907,135 which were issuable under the Company's
2007 Equity Incentive Plan. The Company will no longer be issuing
any shares under the Prior Plan.
Also on April 13, 2015, the Company granted to each of its
non-employee directors 350,000 10-year stock options. The options
are exercisable at $1.17 per share and vest in four equal annual
increments with the first vesting date being April 13, 2016,
subject to continued service on each applicable vesting date. The
Company also granted 200,000 10-year options to Gerald McGuire, the
Company's chief financial officer with identical vesting terms.
Additionally, the Company and Gary Wilcox, a director, entered into
an at-will employment agreement whereby Mr. Wilcox is being paid at
the rate of $100,000 per year.
About Cocrystal Pharma
Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals,
Inc., is a pharmaceutical company with a mission to discover novel
antiviral therapeutics as treatments for serious and/or chronic
viral diseases. Cocrystal Pharma employs unique technologies and
Nobel Prize winning expertise to create first- and best-in-class
antiviral drugs. These technologies and the Company's market-
focused approach to drug discovery are designed to efficiently
deliver small molecule therapeutics that are safe, effective and
convenient to administer.
The Company's primary business going forward is to develop novel
medicines for use in the treatment of human viral diseases.
Cocrystal has been developing novel technologies and approaches to
create first-in-class and best-in-class antiviral drug candidates
since its initial funding in 2008. Subsequent funding was
provided to Cocrystal Discovery, Inc., by Teva Pharmaceuticals
Industries, Ltd., or Teva, in 2011. The Company's focus is to
pursue the development and commercialization of broad-spectrum
antiviral drug candidates that will transform the treatment and
prophylaxis of viral diseases in humans. By concentrating the
Company's research and development efforts on viral replication
inhibitors, the Company plans to leverage its infrastructure and
expertise in these areas.
Biozone incurred a net loss of $19.6 million in 2013, a net loss
of $7.96 million in 2012, and a net loss of $5.45 million in 2011.
As of Sept. 30, 2014, the Company had $11.6 million in total
assets, $7.65 million in total liabilities and $3.97 million in
total stockholders' equity.
CORNERSTONESTONE HOMES: May 7 Hearing on Trustee's Use of Cash
--------------------------------------------------------------
The Bankruptcy Court will convene a hearing on May 7, 2015, at 9:00
a.m., to consider the request of Michael H. Arnold, the Chapter 11
trustee of Cornerstone Homes, Inc., to use its prepetition lenders'
cash collateral pending the outcome of the cash collateral
determination.
The prepetition lenders consist of First Citizens National Bank,
Community Preservation Corporation (CPC), The Elmira Saving Bank,
FSB (ESB), and Lyons National Bank (LNB).
The Official Committee of Unsecured Creditors is seeking
authorization to, inter alia, prosecute claims against First
Citizens, CPC, ESB, and LNB challenging their purported status as
secured creditors and the scope of their purported security
interests in cash generated by Debtor's business operation.
The Trustee has requested:
1) to the extent that the prepetition lenders satisfy their
initial burden of proof with respect to their purported secured
claims, entry of an order determining that the unencumbered cash is
not cash collateral of First Citizens, CPC, ESB, or LNB; and
2) entry of an order determining that the prepetition lenders'
secured interests, to the extent of any diminution in value of
their collateral, are adequately protected and authorizing the use
of the cash collateral.
The collateral at issue consists of (1) real property, (2) rental
income, and (3) land contract income -- with respect to real
property, the trustee asserts that the prepetition lenders'
interests in Debtors' real property assets are adequately protected
based upon the ongoing maintenance and repairs of the real
property, the insurance covering the real property, and the payment
of real estate taxes arising in connection with the real property.
Moreover, upon information and belief, the prepetition
lenders believe that an equity cushion exists because the value of
the real property collateral purportedly exceeds the amounts owed
to the prepetition lenders.
About Cornerstone Homes
Cornerstone Homes Inc. is based in Corning, New York and is
engaged in the business of buying, selling and leasing single
family homes in the State of New York, with such properties
primarily located in the South Central and South Western portions
of the State.
Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester
alongside a reorganization plan already accepted by 96 percent of
unsecured creditors' claims.
The Debtor disclosed assets of $18.6 million and liabilities of
$36.2 million. Four secured lenders with $21.8 million in claims
are to be paid in full under the plan. Unsecured creditors --
chiefly noteholders with $14.5 million in claims -- will have a 7
percent recovery.
Judge Paul R. Warren presides over the case. Curtiss Alan Johnson,
Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in
Rochester, N.Y., serve as the Debtor's counsel. The Debtor has
tapped GAR Associates to appraise a selection of its properties to
support the Debtor's liquidation analysis.
The Official Committee of Unsecured Creditors is represented by
Gregory J. Mascitti, Esq., at LeClairRyan PC. The Committee
retained Getzler Henrich & Associates LLC as financial advisor.
Cornerstone Homes Inc. delivered to the Bankruptcy Court a First
Amended Plan of Reorganization and explanatory Disclosure Statement
on Jan. 3, 2014. The Amended Plan supersedes the Plan Cornerstone
prepared prior to filing for bankruptcy. The Debtor intends to
liquidate properties over a period of time, so as to achieve
maximum recovery for the creditors while avoiding a deleterious
affect on the housing market. The Plan provides for a distribution
of $1 million as an Unsecured Distribution Amount.
Owner David Fleet will pledge up to $1 million to fund
distributions under the Plan. It also provides for the
distribution of the stock in the Reorganized Debtor to holders of
Allowed Unsecured Noteholder Claims under Class 5. The Class 5
Claimants are expected to receive 7% plus distribution of stock on
the Distribution Date. The Claimants are impaired and entitled to
vote on the Plan.
No hearing was slated to consider the Amended Plan documents.
Instead, the Court accepted the request of the Committee to appoint
a Chapter 11 trustee to replace management. The Court approved the
appointment of Michael H. Arnold, Esq., as Chapter 11 trustee. He
is represented by his law firm, Place and Arnold as his counsel.
CRYOPORT INC: Amends Form S-1 Prospectus with SEC
-------------------------------------------------
Cryoport, Inc., has amended its Form S-1 registration statement
with the Securities and Exchange Commission relating to a firm
commitment public offering of 2,678,571 units.
Each unit consists of one share of common stock and a warrant to
purchase one share of common stock at an exercise price of 110% of
the public offering price of a share of common stock in this
offering. The common stock and warrants are immediately separable
and will be issued separately.
The Company's common stock is currently traded on the OTC Bulletin
Board under the symbol CYRX. Prior to the effectiveness of the
registration statement of which this prospectus is a part, the
Company will effect a reverse stock split anticipated to be on a
8-to-1 basis. On April 9, 2015, the last reported sale price for
the Company's common stock was $5.60 per share (after giving effect
to the anticipated 8-to-1 reverse stock split). The Company has
applied for listing of its common stock and warrants on the NASDAQ
Capital Market under the symbols ["*"] and ["*"]. No assurance can
be given that the Company's application will be approved.
A full-text copy of the Form S-1/A is available for free at:
http://is.gd/H5XeWb
About Cryoport
Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries. Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.
Cryoport reported a net loss of $19.6 million on $2.65 million of
revenues for the year ended March 31, 2014, as compared with a net
loss of $6.38 million on $1.10 million of revenues for the year
ended March 31, 2013.
The Company's balance sheet at Dec. 31, 2014, showed $1.87 million
in total assets, $2.98 million in total liabilities, and a
stockholders' deficit of $1.12 million.
KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2014. The independent
auditors noted that the Company has incurred recurring operating
losses and has had negative cash flows from operations since
inception. Although the Company has cash and cash equivalents of
$369,581 at March 31, 2014, management has estimated that cash on
hand, which include proceeds from convertible bridge notes
received in the fourth quarter of fiscal 2014, will only be
sufficient to allow the Company to continue its operations into
the second quarter of fiscal 2015. These matters raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors maintained.
CRYOPORT INC: Hikes Class B Preferred Stock to 585,000 Shares
-------------------------------------------------------------
Cryoport, Inc., on April 15, 2015, submitted for filing with the
Secretary of State of the State of Nevada an amendment to the
Certificate of Designation of the Class B Preferred Stock
increasing the number of authorized shares of Class B Preferred
Stock from 400,000 to 585,000, according to a document filed with
the Securities and Exchange Commission.
About Cryoport
Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries. Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.
Cryoport reported a net loss of $19.6 million on $2.65 million of
revenues for the year ended March 31, 2014, as compared with a net
loss of $6.38 million on $1.10 million of revenues for the year
ended March 31, 2013.
The Company's balance sheet at Dec. 31, 2014, showed $1.87 million
in total assets, $2.98 million in total liabilities, and a
stockholders' deficit of $1.12 million.
KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2014. The independent
auditors noted that the Company has incurred recurring operating
losses and has had negative cash flows from operations since
inception. Although the Company has cash and cash equivalents of
$369,581 at March 31, 2014, management has estimated that cash on
hand, which include proceeds from convertible bridge notes
received in the fourth quarter of fiscal 2014, will only be
sufficient to allow the Company to continue its operations into
the second quarter of fiscal 2015. These matters raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors maintained.
DESERT CAPITAL: Circuit Court Judgments in Swarey Case Reversed
---------------------------------------------------------------
The Court of Special Appeals of Maryland reversed the judgments of
the circuit court and remanded for further proceedings the suit
captioned ISRAEL SWAREY, et ux., v. KERRY STEPHENSON, et al., NO.
1272, SEPTEMBER TERM, 2013 (Md. Ct. Spec. App.).
A 21-count complaint was filed on May 18, 2011 in the Circuit Court
for St. Mary's County, Maryland by Israel and Linda Swarey, who
allegedly fell prey to purportedly false asseverations about
investment opportunities in undercapitalized shell companies owned
and operated by Todd B. Parriott, Phillip Parriot, and Kerry
Stephenson. On July 31, 2013, the Circuit Court for St. Mary's
County granted:
(1) Todd Parriot's Motion to Dismiss for Lack of Personal
Jurisdiction;
(2) Philip Parriot's Motion to Dismiss for Lack of Personal
Jurisdiction; and
(3) Appellee Kerry Stephenson's Motion to Dismiss for Lack
of Personal Jurisdiction and Insufficiency of Service of
Process.
On appeal, the court found that the circuit court abused its
discretion in failing to give the Swareys an opportunity to obtain
responses to their discovery requests, specifically aimed at
determining the quality and quantity of Appellees' contacts with
Maryland for the purpose of long-arm jurisdiction, prior to
granting Appellees' motions to dismiss. It also found that
Stephenson waived the defense of insufficiency of service of
process and was barred from raising it for the first time upon
remand back to the circuit court.
In an April 1, 2015 opinion penned by Judge Deborah S. Leahy and
available at http://is.gd/J8EeLqfrom Leagle.com, the court:
-- vacated the order of the circuit court as to Todd Parriot
and Phillip Parriot; and
-- vacated in part and reversed as to insufficiency of
service of process, the circuit court's order as to Kerry
Stephenson
-- remanded the case for further proceedings.
About Desert Capital
Desert Capital REIT, Inc., is a forfeited Maryland corporation
located in Henderson, Nevada. Desert Capital was formed in
December 2003 as a real estate investment trust. When the Company
first began conducting business, it specialized in the financing of
real estate projects by providing short-term mortgage loans to
homebuilders and commercial developers in markets where it believed
it possessed requisite skills and market knowledge, which were
primarily in the western United States and Las Vegas in
particular.
In late 2007, the Company began experiencing a significant level
of borrower defaults, and in 2008 and 2009 virtually all its
borrowers defaulted on their loans with it. As of March 31, 2011,
the Company had foreclosed on the property underlying its original
mortgage loans on all but three loans.
Taberna Preferred Funding VI, Ltd., Sage Trust, and Taberna
Preferred Funding VIII filed an involuntary Chapter 11 bankruptcy
protection against Desert Capital Reit, Inc., on April 29, 2011
(Bankr. D. Nev. Case No. 11-16624). Judge Linda B. Riegle
presides over the case. Jeffrey S. Rugg, Esq., Brownstein Hyatt
Farber Schreck LLP represents the petitioners.
DIOCESE OF HELENA: Omni Management Approved as Balloting Agent
--------------------------------------------------------------
U.S. Bankruptcy Judge Terry L. Myers approved Roman Catholic Bishop
of Helena's application to employ Omni Management Acquisition Corp.
doing business as Omni Management Group, as balloting agent. The
Debtor, in cooperation with the Unsecured Creditors Committee,
moved the Court to approve the employment of OMNI. To the best of
the Debtor's knowledge, OMNI is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
About the Diocese of Helena
The Roman Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (a/k/a Diocese of Helena) sought protection under
Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more
than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont.
Case No. 14-60074) was filed in Butte, Montana.
Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald,
Chtd., serve as counsel to the Debtor. Gough, Shanahan, Johnson &
Waterman PLLP has been tapped as special counsel to provide legal
advice relating to sexual abuse claims.
Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.
The Roman Catholic Bishop of Helena filed its schedules of assets
and liabilities, which show assets with a value of more than
$16.037 million against debt totaling $33.6 million. The filings
also showed that the diocese has $4.7 million in secured debt.
Creditors of the diocese assert $28.89 million in unsecured
non-priority claims.
The U.S. Trustee for Region 18 appointed seven creditors to serve
on the Official Committee of Unsecured Creditors. The Committee
has retained Pachulski Stang Ziehl & Jones LLP as counsel.
The Court installed Michael R. Hogan as the legal representative
for these sex abuse victims: (a) are under 18 years of age before
the Claims Bar Date; (b) neither discovered nor reasonably should
have discovered before the Claims Bar Date that his or her injury
was caused by an act of childhood abuse; or (c) have a claim that
was barred by the applicable statute of limitations as of the
Claims Bar Date but is no longer barred by the applicable statute
of limitations for any reason, including for example the passage of
legislation that revives such claims.
* * *
Under the Diocese's plan, which was negotiated between the church
and its official committee representing clergy-abuse victims, the
church will contribute $2 million to a victims' fund, while seven
insurance companies will contribute $14.4 million to the fund in
return for ending their liability under policies they issued years
ago. The report said the church's portion will come from a $3.5
million loan to be secured by the diocese's real estate. General
unsecured creditors, whose claims are estimated to total less than
$1 million, will be paid in full.
DJO GLOBAL: S&P Affirms 'B-' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on DJO Global Inc. and revised the outlook to
positive from stable.
"We are assigning a 'B+' issue-level rating to the first-lien term
loan and ABL revolver, with a '1' recovery rating, indicating our
expectations for very high (90% to 100%) recovery in the event of
default. We also assigned a 'CCC+' issue-level rating to the
second-priority notes, with a '5' recovery rating, indicating our
expectations for modest (at the lower end of the 10% to 30% range)
recovery in the event of default. In addition, we assigned a 'CCC'
issue-level rating to the 10.75% third-lien notes, with a '6'
recovery rating, indicating our expectations for negligible (0% to
10%) recovery in the event of default."
"The positive outlook reflects our view of improved liquidity
following the company's refinancing and our increased confidence
that the company will be able to achieve our base-case expectation
of generating positive free operating cash flow between $20 million
and $30 million after operating with a cash flow deficit of $6
million in 2014," said Standard & Poor's credit analyst Tahira
Wright. The business risk profile assessment is "weak" because its
below-average profitability and volatile earnings offset DJO's
solid competitive position and meaningful growth prospects in the
orthopedic device market and its diverse product offerings within
the space. The financial risk profile is "highly leveraged" because
of its very large debt burden -- debt to
EBITDA will be more than 9x in 2015 and beyond."
"DJO has well-established positions and leading market share in the
orthopedic sector. While DJO is concentrated in orthopedic devices
it offers a broad array of products. These strengths are partially
offset by pressure within this sector from third-party payors to
reduce health care costs. This affects both prices of DJO's
products and payors' willingness to cover certain treatments.
However, the growing aging population and increasing incidence of
obesity contributing to the prevalence of arthritis and diabetes
has offset recent pricing pressures and has resulted in continued
demand for DJO's products," said S&P.
S&P said, "Our rating outlook on DJO is positive, reflecting our
expectation for the company to grow positive free cash flow in the
$20 million to $30 million range in 2015 driven by mid-single-digit
revenue growth and EBITDA margin improvement. We expect the company
to continue operating with very high leverage.
"We could revise the outlook back to stable if the company is
unable to achieve our base-case expectations of positive free
operating cash flow generation in 2015 of about $30 million. This
could occur if expected EBITDA improvement does not materialize
from cost savings initiatives or if margins remain flat, resulting
in thin to negative cash flow.
"We could raise our rating if the company achieves our base-case
scenario of mid-single-digit revenue growth and EBITDA margin
improvement of about 100 bps, which will result in the company
generating positive free cash flow for at least four quarters. An
improvement in profitability could also lead us to a more favorable
view of the business risk."
ENDEAVOUR INT'L: Committee Objects to Credit Suisse's Claims
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Endeavour
International Corporation, et al., filed with the U.S. Bankruptcy
Court for the District of Delaware an objection to the claims of
Credit Suisse AG, Cayman Islands Branch, as administrative agent
under the EEUK refinancing agreement on behalf of the EEUK secured
lenders.
Two weeks before the petition date, the Debtors guaranteed the
refinancing and cross-collateralization of numerous prior
transactions, in which, among other things, (a) approximately $90
million of contingent, unfunded letter of credit liability was
converted into a fully-funded term loan debt obligation, (b) $155
million of non-recourse monetary production payments were converted
into a full recourse term loan debt obligation, and (c) millions of
dollars of fees and prepayment penalties were paid to affiliates of
the refinanced term loan lenders. Neil B. Glassman, Esq., at
Bayard, P.A., the attorney for the Committee, says that in the
process, the Debtors guaranteed more than three times more term
loan debt than had previously been owed, while pledging
substantially all of their personal property (other than certain
excluded assets) to secure their guarantee of the new term loan.
The Committee believes that the EEUK secured parties' claims should
be disallowed and expunged to the extent that the claims, inter
alia: (a) are avoided, (b) overstate the amount due, (c) are
duplicative, and (d) overstate the value of the secured portion of
the claim. The Committee asks that the Court reduce the allowed
amount of the Claims, disallow and expunge the Claims in their
entirety, and reduce the secured amount of the Claims.
The Committee has filed a Complaint seeking, among other things,
avoidance of the Refinancing Agreement. To the extent the Claims
are voidable under Section 544, 547 or 548 of the U.S. Bankruptcy
Code, the Claims should be disallowed in whole until the Claimant
repays the avoided amount or turns over the avoided property, and
to the extent that the liens that allegedly secure the Claims are
avoided, the secured portion of the Claims should be disallowed,
Mr. Glassman says.
According to Mr. Glassman, the Claims should be disallowed for
failure to attach sufficient documentation -- any kind of
invoices, itemized statements, or other calculations of principal,
interest, fees, or expenses -- and to the extent that the amount
due is overstated. Mr. Glassman says that the Claimant did not
attach sufficient documentation to the Claims to allow other
parties to, among other things, determine whether (a) the amounts
asserted are accurate or (b) any payments by the Debtors have been
properly credited.
Mr. Glassman says that on information and belief, the Claimant
asserted duplicative Claims against four separate Debtor entities.
The Claimant, according to Mr. Glassman, is only entitled to one
single satisfaction.
Mr. Glassman adds that the Claimant did not perfect its liens and
security interests in, among other things, as-extracted collateral.
About Endeavour International
Houston, Texas-based Endeavour International Corporation (OTC:
ENDRQ) (LSE: ENDV) is an oil and gas exploration and production
company focused on the acquisition, exploration and development of
energy reserves in the North Sea and the United States.
On Oct. 10, 2014, Endeavour International and five affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code after reaching a restructuring deal
with noteholders. The cases are pending joint administration
under Endeavour Operating Corp.'s Case No. 14-12308 before the
Honorable Kevin J. Carey (Bankr. D. Del.).
As of June 30, 2014, the Company had $1.55 billion in total
assets, $1.55 billion in total liabilities, $43.7 million in
series c convertible preferred stock, and a $41.5 million
stockholders' deficit.
Endeavour Operating Corporation, in its schedules, disclosed
$808,358,297 in assets and $1,242,480,297 in liabilities as of the
Chapter 11 filing.
The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.
The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Endeavour Operating Corporation and its debtor affiliates. The
Committee is represented by David M. Bennett, Esq., Cassandra
Sepanik Shoemaker, Esq., and Demetra L. Liggins, Esq., at Thompson
& Knight LLP, and Neil B. Glassman, Esq., Scott D. Cousins, Esq.,
and Evan T. Miller, Esq., at Bayard, P.A. Alvarez & Marsal North
America, LLC, serves as financial advisors to the Committee, while
UpShot Services LLC serves as website administrator.
* * *
U.S. Bankruptcy Judge Kevin J. Carey in of Delaware, on Dec. 22,
2014, approved the disclosure statement explaining Endeavour
Operating Corporation, et al.'s joint plan of reorganization.
The Amended Plan, dated Dec. 19, 2014, provides that it is
supported by creditors who collectively hold 82.99% of the March
2018 Notes Claims (Class 3), 70.88% of the June 2018 Notes Claims
(Class 4), 99.75% of the 7.5% Convertible Bonds Claims (Class 5),
and 69.08% of the Convertible Notes Claims (Class 6). The Amended
Plan also provides that holders of general unsecured claims will
recover an estimated 15% of the total claims amount, which is
estimated to be $6,000,000.
The hearing to consider confirmation of the Amended Joint Plan of
Reorganization, dated Dec. 23, 2014, of Endeavour Operating
Corporation and its affiliated debtors, including Endeavour
International Corporation, has been adjourned to a date to be
determined.
ENDEAVOUR INT'L: Panel Wants Exclusive Standing to Settle Claims
----------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the U.S.
Bankruptcy Court for the District of Delaware to grant it exclusive
standing to assert, prosecute, litigate, negotiate and, if
appropriate and upon court approval, settle claims and causes of
action against the EEUK secured parties on behalf of and for the
benefit of the estates of Endeavour Operating Corporation, et al.
A hearing on the Committee's motion is set for May 1, 2015, at 2:00
p.m. EST. Objections to the motion must be filed by April 24,
2015, at 4:00 p.m. EST.
On Sept. 30, 2014, non-debtor affiliates Endeavour International
Holding B.V. and End Finco LLC, as borrowers, entered into that
certain agreement in favor of certain lenders in the original
principal amount of $440 million, which refinanced and
cross-collateralized numerous previous financial transactions, for
which none of the Debtors were primary obligors. Management
Company, along with certain Non-Debtor Affiliates, guaranteed the
obligations of the borrowers under the Refinancing Agreement. The
Debtor Guarantee Obligations are secured by, inter alia,
substantially all of the personal property of the Debtor
Guarantors, but excluding certain excluded assets.
The proceeds of the Refinancing Agreement were, among other things,
used as follows: (a) approximately $90 million of the Refinancing
Agreement Proceeds were transferred to LC Finco, an unaffiliated
party, in order that LC Finco might pay its loans and obligations
under the Term B Credit Agreement; (b) approximately $155 million
of the Refinancing Agreement Proceeds were transferred to Cidoval
and Sand Waves in order to repurchase their investments in, and
subsequently terminate, non-recourse monetary production payments
for which no Endeavour company had personal liability; and (c)
approximately $125 million of the Refinancing Agreement Proceeds
were used to repay the lenders under the Term A Credit Agreement.
Pursuant to the Amended and Restated U.S. Security Agreement dated
Sept. 30, 2014, the Debtor Guarantors purported to grant a lien on
and security interest in, among other things, accounts and goods
that constitute "as-extracted collateral" for the benefit of the
EEUK Secured Parties, to secure the Debtor Guarantee Obligations.
Upon information and belief, the EEUK Secured Parties have not
recorded a mortgage or collateral filing in the appropriate local
recordation offices. There are no recorded mortgages on the assets
of any Debtor in connection with the Refinancing Agreement. Thus,
upon information and belief, the EEUK Secured Parties do not
have a valid, recorded lien or security interest in, among other
things, the Unperfected As-Extracted Collateral, Neil B. Glassman,
Esq., at Bayard, P.A., the counsel for the Committee, claims.
After the Petition Date, certain EEUK Secured Parties and the
Debtors entered into stipulations that prevent parties-in-interest
that are subject to the stipulations from bringing any avoidance
actions and in any other way challenging the validity or amount of
the claims associated with the refinancing. The stipulations also
purport to create valid, perfected security interests and liens
even on as-extracted collateral for which the EEUK Secured Lenders
failed to perfect their interests. All other parties-in-interest,
excluding the Committee, are also bound by the stipulations.
Mr. Glassman claims that two weeks before the Petition Date, the
amount of term debt that the Debtors guaranteed more than tripled,
while guarantees of contingent liability were converted into
guarantees of non-contingent liability and non-recourse obligations
were converted into fully recourse obligations. The entire amount
was cross-collateralized. Upon information and belief, affiliates
of the EEUK Secured Parties also received millions more in
prepayment penalties and expenses.
"It is in the best interest of the Debtors' bankruptcy estates that
the Committee should be granted derivative standing to challenge
the eve-of-bankruptcy refinancing transaction, which is avoidable
on numerous grounds," Mr. Glassman says.
About Endeavour International
Houston, Texas-based Endeavour International Corporation (OTC:
ENDRQ) (LSE: ENDV) is an oil and gas exploration and production
company focused on the acquisition, exploration and development of
energy reserves in the North Sea and the United States.
On Oct. 10, 2014, Endeavour International and five affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code after reaching a restructuring deal
with noteholders. The cases are pending joint administration
under Endeavour Operating Corp.'s Case No. 14-12308 before the
Honorable Kevin J. Carey (Bankr. D. Del.).
As of June 30, 2014, the Company had $1.55 billion in total
assets, $1.55 billion in total liabilities, $43.7 million in
series c convertible preferred stock, and a $41.5 million
stockholders' deficit.
Endeavour Operating Corporation, in its schedules, disclosed
$808,358,297 in assets and $1,242,480,297 in liabilities as of the
Chapter 11 filing.
The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.
The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Endeavour Operating Corporation and its debtor affiliates. The
Committee is represented by David M. Bennett, Esq., Cassandra
Sepanik Shoemaker, Esq., and Demetra L. Liggins, Esq., at Thompson
& Knight LLP, and Neil B. Glassman, Esq., Scott D. Cousins, Esq.,
and Evan T. Miller, Esq., at Bayard, P.A. Alvarez & Marsal North
America, LLC, serves as financial advisors to the Committee, while
UpShot Services LLC serves as website administrator.
* * *
U.S. Bankruptcy Judge Kevin J. Carey in of Delaware, on Dec. 22,
2014, approved the disclosure statement explaining Endeavour
Operating Corporation, et al.'s joint plan of reorganization.
The Amended Plan, dated Dec. 19, 2014, provides that it is
supported by creditors who collectively hold 82.99% of the March
2018 Notes Claims (Class 3), 70.88% of the June 2018 Notes Claims
(Class 4), 99.75% of the 7.5% Convertible Bonds Claims (Class 5),
and 69.08% of the Convertible Notes Claims (Class 6). The Amended
Plan also provides that holders of general unsecured claims will
recover an estimated 15% of the total claims amount, which is
estimated to be $6,000,000.
The hearing to consider confirmation of the Amended Joint Plan of
Reorganization, dated Dec. 23, 2014, of Endeavour Operating
Corporation and its affiliated debtors, including Endeavour
International Corporation, has been adjourned to a date to be
determined.
ENERGY FUTURE: Committee Taps Kinsella as Asbestos Claims Expert
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Energy Future Holdings Corp., et al., ask the U.S.
Bankruptcy Court for permission to retain Kinsella Media as its
asbestos claims noticing expert, nunc pro tunc to March 27, 2015.
Kinsella Media will advise and assist the EFH Committee and its
counsel in connection with the Debtors' motion seeking to establish
an asbestos claims bar date. Kinsella Media will, among other
things:
a. evaluate the proposed notice procedures and assist the EFH
Committee and its counsel in considering the proposed notice
procedures, including, as necessary, analysis of the Debtors'
businesses, their operations, the products used in their
facilities, and other pertinent data to determine the manner and
scope of notice;
b. provide recommendations to the EFH Committee and its counsel
with regard to the proposed notice procedures; and
c. provide an expert opinion and related testimony with respect
to the proposed notice procedures.
Shannon R. Wheatman, president of Kinsella Media with office
located at 2001 Pennsylvania Avenue NW, Suite 300, Washington, DC,
tells the Court that the Committee agreed to pay Kinsella a fixed
fee in the total amount of $300,000.
Mr. Wheatman assures the Court that Kinsella Media is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
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: Moody's Alters Outlook to Negative & Affirms B1 CFR
-----------------------------------------------------------------
Moody's Investors Service revised Epiq Systems, Inc.'s ratings
outlook to negative from stable and lowered the company's
Speculative Grade Liquidity rating to SGL-3 from SGL-1. The change
in outlook was prompted by increased leverage that will result from
the company's planned use of incremental debt from an add-on term
loan to fund the acquisition of Iris Data Services, Inc.
Concurrently, Moody's affirmed the company's B1 Corporate Family
Rating, B2-PD Probability of Default Rating and B1 first lien
credit facilities rating.
On April 8, 2015, Epiq announced plans to acquire Iris, a leading
provider of managed services and eDiscovery solutions, for
approximately $134 million. Epiq will finance this acquisition
through use of a $75 million incremental term loan, existing cash
and a draw on the company's revolver.
The change in outlook to negative from stable reflects the material
increase in leverage that will ensue from the proposed
debt-financed acquisition which is being undertaken at a time
immediately following an unexpected reduction in sales and EBITDA
in fiscal 2014. Pro forma for the transaction, the company's debt
leverage will increase from 4.1 times as of twelve months ended
December 31, 2014 to approximately 4.9 times, which is weak for the
B1 rating. While the Iris acquisition is expected to provide
long-term strategic benefits, Moody's expects that continued
weakness in Epiq's bankruptcy administration business and ongoing
competitive pricing pressures in the eDiscovery segment will make
it difficult for the company to de-lever below 4.0 times over the
near term.
The lowering of the Speculative Grade Liquidity rating to SGL-3
from SGL-1 is driven by the anticipated use of cash and drawdown of
the revolver to fund the acquisition. The SGL-3 reflects adequate
liquidity, as Moody's expects Epiq to generate approximately $10-15
million of free cash flow in the next 12 months. Post-acquisition
closing, Moody's anticipates a modest cash balance and an estimated
$65 million availability under the company's $100 million revolver.
In addition, this transaction will result in covenant tightness
which reduces the company's financial flexibility to withstand any
adverse developments.
Moody's took the following rating actions on Epiq Systems, Inc.:
-- Corporate Family Rating, affirmed at B1
-- Probability of Default Rating, affirmed at B2-PD
-- Speculative Grade Liquidity Rating, lowered to SGL-3 from
SGL-1
-- $100 million revolving credit facility due 2018, affirmed at
B1 (LGD3)
-- $375 million (including $75 million add-on) first lien term
loan due 2020, affirmed at B1 (LGD3)
-- Negative outlook
The B1 CFR reflects high pro forma leverage, relatively narrow
product offerings and limited operating scale, as well as all the
highly competitive market for technology-enabled services for the
legal services industry. Moody's expects Epiq to augment organic
growth from periodic acquisitions, to be partially funded with
incremental debt. Positively, Epiq has a leading position in the
fragmented, eDiscovery market, and Moody's expects continued strong
growth in this segment, which now comprises roughly two-thirds of
Epiq's consolidated revenues. EBITDA, however, is expected to rise
at a slower pace than revenue, because Epiq's eDiscovery growth has
in recent years come primarily from labor-intensive, document
review activities, while revenue from the cyclical, but higher
margin bankruptcy administration business is expected to remain
weak in the medium term. Moody's believes that the mix shift to
lower-margin revenues, investments to support revenue growth and
competitive pricing pressure on eDiscovery software solutions will
constrain EBITDA margin expansion. Nonetheless, Epiq's
profitability margins compare well with competitors' and will
likely remain above 20% of operating revenues over the next 12
months.
The negative rating outlook assumes concerns that the company will
not be able to generate earnings sufficient to substantially
de-lever its capital structure over the next 12-18 months.
The ratings could be downgraded if Epiq's revenues and operating
cash flow decline and Moody's expect total debt-to-EBITDA to be
sustained above 4.5 times or free cash flow to debt falls below 5%
over an extended period. Ratings could also be lowered if financial
policy becomes more aggressive or if the company's liquidity
profile erodes.
The outlook could revert back to stable if earnings growth results
in leverage sustained below 3.5 times and the company maintains at
least a good liquidity profile. Ratings could be upgraded if Epiq
expands scale and diversifies its revenue bases, increases
profitability, and maintains free cash flow to debt above 8% and
sustains debt-to-EBITDA below 3 times, including small
debt-financed acquisitions.
The principal methodology used in this rating was Business &
Consumer Service Industry published in December 2014. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
Epiq is a leading provider of technology-enabled solutions for
electronic discovery, bankruptcy, and class action administration.
The company generated approximately $444 million of operating
revenues in 2014.
ESCO MARINE: Appoints CRO to Resolve Callidus' Bid for Trustee
--------------------------------------------------------------
The Bankruptcy Court entered an agreed interim order resolving
Callidus Capital Corporation's motion for appointment of Chapter 11
trustee in the Chapter 11 cases of ESCO Marine, Inc., et al., or in
the alternative, to require the Debtors to retain an independent
chief restructuring officer.
Pursuant to the agreement:
1. The Debtors agreed to resolve the motion through the
appointment of a CRO, however, to comply with certain requirements
of the United States Navy, the U.S. Maritime Administration and the
Defense Security Service and to maintain the status quo for a
period of time including the security of the facilities and the
ships as required under various contracts with MARAD and the U.S.
Navy, the Debtors and Callidus have agreed that certain members of
the current management necessary to meet security classification
requirements of the Government parties may remain employed by the
Debtors at this time.
2. The Debtors will retain Duff & Phelps Canada Restructuring
Inc as their financial consultant with full access to and oversight
of financial matters.
3. The order does not permit the continued salvage of the USS
Saratoga or its removal from its current berth until the Court
orders otherwise.
The key personnel required by certain of the Debtors' contacts with
certain of the Government parties are: Andrew Levy (CEO, at a
temporary salary of $2,500 per week; Kristopher Wood (Program
Manager); Edwin Tyler (Facility Security Manager; Jose Ayala
(Environmental, Safety & Health Manager); and Alberto Garcia (VP
Finance).
Trustee Motion
As reported in the Troubled Company Reporter on March 18, 2015,
Callidus explained that based on its prepetition experience with
the Debtors, as well as the evidence presented at the initial
hearing on the first-day motions, Callidus has no confidence in the
Debtors' current management team to act as fiduciaries in the best
interest of the Debtors' creditors, to effectively operate the
Debtors during the pendency of the cases, to restructure the
Debtors and turn them to profitability, or to maximize the
potential sale value of the Debtors' assets.
Counsel to Callidus, Nathaniel Peter Holzer, Esq., at Jordan,
Hyden, Culbreth & Holzer, P.C., in Corpus Christi, Texas, added
that the Debtors' current management filed the bankruptcy cases in
an 11th-hour effort to prevent the District Court in Case No.
1:14-v-00270 from appointing a federal receiver over the Debtors,
which Callidus believes the District Court would have done based on
the evidence before the District Court. According to Callidus, it
is clear that the Debtors' current management is motivated by
self-interest, and not the interest of the Debtors' numerous
creditors, including Callidus, in desiring to retain control over
the Debtors at all costs.
The Debtors in response to the Motion stated that Callidus is in
default under the loan documents and that Callidus does not have a
lien in or upon the Debtors contract with the United States Navy to
salvage the U.S.S. Saratoga. The Debtors also said that they do
not own the vessel, and title to the U.S.S. Saratoga remains in the
U.S. Navy.
About ESCO Marine
ESCO Marine, Inc., and four affiliates sought Chapter 11
bankruptcy protection in Corpus Christi, Texas (Bankr. S.D. Tex.)
on March 7, 2015.
ESCO Marine disclosed $28.8 million in assets and $35.5 million in
debt as of Jan. 31, 2015.
The cases are assigned to Judge Richard S. Schmidt. The Debtors
filed an emergency motion seeking joint administration of their
Chapter 11 cases, requesting to designate as the "main case" the
proceedings of ESCO Marine, Inc., Case No. 15-20107.
ESCO Metals, LLC, ESCO Shredding, LLC, Texas Best Recycling, LLC,
and Texas Best Equipment LLC are affiliates of ESCO Marine. ESCO
Marine is the operating parent company.
The Debtors have tapped Roderick Glen Ayers, Jr., Esq., at Langley
Banack Inc., in San Antonio, as counsel.
ESTATE FINANCIAL: David Meadows OK'd as Panel's Successor Counsel
-----------------------------------------------------------------
U.S. Bankruptcy Judge Peter H. Carroll authorized the Official
Committee of Unsecured Creditors in the Chapter 11 case of Estate
Financial, Inc., to retain the Law Offices of David W. Meadows as
successor counsel effective Feb. 27, 2015.
The Committee, in its motion, stated that it has been represented
by Larry W. Gabriel and the firm of Ezra Brutzkus Gubner, LLP since
the formation of the Committee. However, EBG, Mr. Gabriel and the
Committee have determined that it is in the best interest of EBG
and the Committee for Mr. Gabriel to devote his attention in
connection with the case to the litigation captioned, Thomas P.
Jeremiassen, Chapter 11 trustee v. Bryan Cave, LLP, a Professional
Corp., et al., where Mr. Gabriel and EGB are special litigation
counsel for Thomas P. Jeremiassen, Chapter 11 trustee. Therefore,
Mr. Gabriel and EBG recommended to the Committee that it retain Mr.
Meadows as successor counsel to the Committee.
The services to be provided by LODWM do not include the rendition
of substantive legal advice outside of the areas of bankruptcy,
debtor-creditor relations and bankruptcy and business litigation,
such as corporate, tax, securities, tort, environmental, labor, or
criminal. The Committee does not anticipate that advice in areas
outside the expertise of LODWM will be required in the case.
The current, normal hourly billing rate for Mr. Meadows is $525.
Mr. Meadows is the only professional of LODWM.
To the best of the Committee's knowledge, LODWM is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Court.
LODWM is represented by:
David W. Meadows, Esq.
LAW OFFICES OF DAVID W. MEADOWS
1801 Century Park East, Suite 1235
Los Angeles, CA 90067
Tel: (310) 557-8490
Fax: (310) 557-8493
E-mail: david@davidwmeadowslaw.com
About Estate Financial
Estate Financial, Inc. -- http://www.estatefinancial.com/-- was a
license real estate brokerage firm since the later 1980's. EFI
solicited funding for, and arranged and made, loans secured by
various real property. EFI also was the sole manager of Estate
Financial Mortgage Fund LLC, which was organized for the purpose
of investing in and funding loans originated by EFI which were
secured by first deeds of trust encumbering commercial and real
estate located primarily in California and has been funding such
mortgage loans since 2002.
Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker (Bankr. C.D. Cal. Case No. 08-11457)
on June 25, 2008. EFI consented to the bankruptcy petition on July
16, 2008.
Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, represented the
Debtor as counsel. A Chapter 11 trustee, Thomas P. Jeremiassen,
was appointed by the Court on July 23, 2008. Robyn B. Sokol,
Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
represent the official committee of unsecured creditors as
counsel. In its schedules, Estate Financial disclosed total
assets of $27.4 million, and total debt of $7.32 million.
EXPRESS ENERGY: S&P Withdraws 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating and all debt ratings on Houston-based oilfield
service provider Express Energy Services LLC.
S&P said, "We withdrew our ratings on Express Energy Services due
to insufficient information, which hinders our ability to perform
surveillance on our published ratings. In addition, the company has
requested that the ratings be withdrawn."
FENWICK AUTOMOTIVE: 9th Circ. Must Clarify Morrison's Scope
-----------------------------------------------------------
Law360 reported that a California federal judge was told on April
14, 2015, that the Ninth Circuit must decide if the U.S. Supreme
Court’s Morrison v. National Australia Bank decision allows U.S.
securities laws to be applied to all foreign transactions if
Motorcar Parts of America Inc.'s suit against a bankrupt Canadian
subsidiary is to proceed.
Fenwick Automotive Products Ltd., known as Fenco, urged U.S.
District Judge George H. Wu to certify its quest to appeal his
April 8 order, which tossed MPA's securities claims against the
company for lacking sufficient specificity, according to the
report.
About Fenwick Automotive
Based in Toronto, Canada, Fenwick Automotive Products Limited --
http://www.fencoparts.com/-- is a manufacturer and distributor of
new and remanufactured aftermarket auto parts -- including
steering components (pumps, gears and racks), brake calipers,
master cylinders, hub assembly and bearings, clutches and clutch
hydraulics, constant velocity drive shafts, water pumps, control
arms and loaded struts for the full range of passenger and truck
vehicles in use in the markets it serves. Its products are sold
through all major distribution channels of the automotive
aftermarket throughout the United States, Canada and Mexico. The
company's facilities are located in Pennsylvania, New Hampshire,
Toronto and Mexico.
Fenwick is a party to a forbearance agreement dated as of July 6,
2010, with Royal Bank of Canada, as amended by the forbearance
amending agreement dated August 23, 2010.
FLEMING BUILDING: Case Summary & 21 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Fleming Building Company, Incorporated
1001 West Fort Gibson Road
Catoosa, OK 74015
Case No.: 15-10709
Chapter 11 Petition Date: April 17, 2015
Court: United States Bankruptcy Court
Northern District of Oklahoma (Tulsa)
Judge: Hon. Terrence L. Michael
Debtor's Counsel: Brandon Craig Bickle, Esq.
GABLE & GOTWALS, P.C.
1100 ONEOK Plaza
100 West Fifth Street
Tulsa, OK 74103
Tel: 918.595.4800
Fax: 918.595.4990
Email: bbickle@gablelaw.com
- and -
Mark D.G. Sanders, Esq.
GABLE & GOTWALS, P.C.
1100 ONEOK Plaza, 100 W. 5th Street
Tulsa, OK 74103
Tel: 918-595-4828
Fax: 918-595-4990
Email: msanders@gablelaw.com
- and -
Sidney K. Swinson, Esq.
GABLE & GOTWALS, P.C.
1100 Oneok Plaza
100 West Fifth Street
Tulsa, OK 74103-4217
Tel: (918) 595-4800
Email: bkcyfilings@gablelaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Raymond A. Miller, Jr., president.
A list of the Debtor's 21 largest unsecured creditors is available
for free at http://bankrupt.com/misc/oknb15-10709.pdf
FLETCHER INCOME: Sues Accountants Over Auditing Gaffe
-----------------------------------------------------
Law360 reported that a pair of defunct feeder funds that parked
money with Alphonse "Buddy" Fletcher sued their former accountants
Grant Thornton LLP and EisnerAmper LLP on April 13 for $47 million
in damages stemming from the firms' alleged failure to catch the
massive fraud behind his investment company’s eventual
bankruptcy.
According to the report, lawyers representing Fletcher Income
Arbitrage Fund Ltd. and FIA Leveraged Fund Ltd. said in the New
York state court lawsuit that Grant Thornton and EisnerAmper issued
clean audit opinions that caused the plaintiffs to pay $27
million.
Arbitrage is an "intermediate fund" in a multi-level
"master-feeder" fund structure involving companies variously
incorporated in the Cayman Islands, Delaware, and Bermuda
(Structure). Leveraged was a feeder fund at the base of the
Structure.
Fletcher Income Arbitrage Fund Ltd. and FIA Leveraged Fund Ltd.
filed Chapter 15 bankruptcy petitions (Bankr. S.D.N.Y. Case No.
14-10094) on Jan. 17, 2014. Timothy T. Brock, Esq., at Satterlee
Stephens Burke & Burke LLP serves as counsel. Fletcher Income
listed $1 million to $10 million in assets and $100 million to $500
million in debt in its Chapter 15 petition.
FONTAINE PARTNERS: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Fontaine Partners LLC
135 West 70th Street, #6-G
New York, NY 10023
Case No.: 15-10999
Chapter 11 Petition Date: April 20, 2015
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Debtor's Counsel: Dawn Kirby Arnold, Esq.
DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR,
LLP
One North Lexington Avenue
White Plains, NY 10601
Tel: (914) 681-0200
Fax: 914-681-0288
Email: dkirby@ddw-law.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Nicole Faucher, CEO.
A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb15-10999.pdf
FREDERICK DEAN RICE: Sedgwick County's Sale Objection Overruled
---------------------------------------------------------------
Chief Bankruptcy Judge Robert E. Nugent overruled Sedgwick County's
sale objection in the case captioned IN RE: FREDERICK DEAN RICE,
II, Chapter 11, Debtor, CASE NO. 11-11291 (Bankr. D.Kan.)
Sedgwick County objects to the debtor's motion to sell real
property free and clear of its ad valorem tax as the latter's
chapter 11 plan provided. The Bankruptcy Court found that Sedgwick
County received notice of the debtor's chapter 11 plan, but did not
object to its confirmation. Because the order confirming the
debtor's plan is final, Sedgwick County is bound by its terms and
its objection to the sale must be overruled.
A copy of Judge Nugent's April 2, 2015 order is available at
http://is.gd/OGfrBcfrom Leagle.com.
Frederick Rice filed a chapter 13 case on May 3, 2011. The case
was subsequently converted to chapter 11. Early on, the Court
appointed Calvin L. Wiebe as guardian ad litem (GAL) to protect Mr.
Rice's interests in this case. Mr. Rice's chapter 11 plan was
confirmed on July 23, 2014.
FREDERICK'S OF HOLLYWOOD: Case Summary & 30 Top Unsec. Creditors
----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Frederick's of Hollywood, Inc. 15-10836
aka Movie Star, Inc.
aka Fredricks.com Inc.
6464 W. Sunset Blvd, Suite 1150
Los Angeles, CA 90028
Frederick's of Hollywood Group Inc. 15-10837
aka Movie Star, Inc.
aka Fredericks.com Inc.
6464 W. Sunset Blvd. Suite 1150
Los Angeles, CA 90028
FOH Holdings, Inc. 15-10838
Frederick's of Hollywood Stores, Inc. 15-10839
Hollywood Mail Order, LLC 15-10840
FOHG Holdings, LLC 15-10841
Type of Business: Women's apparel retailer
Chapter 11 Petition Date: April 19, 2015
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Debtors' Local Russell C. Silberglied, Esq.
Counsel: Zachary I. Shapiro, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Tel: 302-651-7700
Fax: 302-651-7701
Email: silberglied@rlf.com
shapiro@rlf.com
Debtors' Tyson M. Lomazow, Esq.
General Matthew Brod, Esq.
Counsel: MILBANK, TWEED, HADLEY & MCCLOY LLP
One Chase Manhattan Plaza
New York, NY 10005
Tel: (212) 530-5000
Fax: (212) 530-5219
Email: tlomazow@milbank.com
mbrod@milbank.com
Debtors' KURTZMAN CARSON CONSULTANTS, LLC
Claims,
Notice and
Balloting
Agent:
Total Assets: $36.5 million
Total Liabilities: $106 million
The petition was signed by William Soncini, chief operating
officer.
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Salus Capital Partners, Deficiency Claim Undetermined
LLC, as administrative
and collateral agent
Robert Kuppens
197 First Avenue, Suite 250
Needham, MA 02494
Tel: (617) 420-2670
Fax: (781) 459-0058
Greenberg Traurig, LLP
One International Place, 20 th Floor
Boston, MA 02110
Attn: Jeffrey M. Wolf, Esq.
Tel: (617) 310-6041
Fax: (617) 279-8447
Longray Intimates LLC Trade $2,366,126
801 Terrace Ln E Unit 1
Diamond Bar, CA 91765
Tel: (732) 447-8868
Email: laurentan@163.com
Tel: 626 808-1197
Mission Valley Shopping Landlord $1,807,413
2049 Century Park East
41 st Floor
Attn: Legal Dept.
Los Angeles, CA 90067
Tel: 310 478-4456
Fax: 310 478-1267
leasing@westfield.com
Montelle Trade $1,313,319
9250 Avenue Du Parc # 550
Montreal, QC H2N 1Z2
Canada
Tel: (514) 383-3739
Fax: (514) 383-2699
billy@montelle.com
Moac Mall Holdings LLC Landlord $1,225,727
60 East Broadway
Attn: Legal Dept
Bloomington, MN 55425-5550
Tel: 952 883-8502
Fax: 952 883-8683
Kathleen.allen@moa.net
Mr. Thomas Lynch Employee $1,214,141
Thomas Lynch Contract
14 Harnden Road
Foxboro, MA 02035 USA
Tel: 617 304-6752
Email Lynchtj@verizon.net
Boulevard Invest LLC Landlord $1,089,311
c/o Desert Passage Management
Office
3663 Las Vegas Blvd S.,
Suite 900
Las Vegas, NV 89109
Tel: 702 866-0703
Fax: 702 866-0717
Macerich Fresno LP Landlord $934,962
4841 North First St
Attn: Center Manager
Fresno, CA 93726
Tel: (559) 224-1592
Fax: (559) 224-1040
c/o Macerich
401 Wilshire Blvd, Suite 700
Attn. Legal Dept.
Santa Monica, CA 90407
Tel: 424 229-3000
Fax: 310 393-0756
Janet.sasser@macerich.com
Bre/Pearlridge LLC Landlord $910,771
Attn: General Counsel
180 East Broad St,
21 st Floor
Columbus, OH 43215
Tel: 614 621-9000
Fax: 614 621-8863
Stephen.ifeduba@wpglimcher.com
Pyramid Walden Company LP Landlord $801,051
The Clinton Exchange
4 Clinton Square
Syracuse, NY 13202-1078
Tel: 315 634-7709
Fax: 315 472-4035
williambaker@pyramidmg.com
Orange Park Mall LLC Landlord $791,674
Simon Property Group L.P.
c/o M.S. Management Associates, Inc.
225 West Washington Street,
Indianapolis, IN 46204-3438
Tel: 317 263-8189
Fax: 317 263-7901
Email cmartin@simon.com
Culver City Mall LLC Landlord $672,937
2049 Century Park East
41 st Floor
Attn: Legal Dept.
Los Angeles, CA 90067
Tel: 310 478-4456
Fax: 310 478-1267
leasing@westfield.com
Edison Mall LLC Landlord $667,153
225 West Washington St.
Indianapolis IN 46204-3438
Tel: 317 263-8189
Fax: 317 263-7901
Email cmartin@simon.com
Macerich Lakewood LLC Landlord $626,186
c/o Macerich
401 Wilshire Blvd,
Suite 700
Attn. Legal Dept.
Santa Monica, CA 90407
Tel: 424 229-3000
Fax: 310 393-0756
Janet.sasser@macerich.com
GGP LP Landlord $606,997
Hulen Mall Owner LP
110 N Wacker Dr
Attn: Law/Lease Admin Dept
Chicago IL 60606
Tel: 312 960-2707
Fax: 312-960-5994/ 312-960-5476
Email: Julie.minnick@ggp.com
Bakersfield Mall LLC Landlord $591,567
110 N Wacker Dr
Attn: Law/Lease Admin Dept
Chicago IL 60606
Tel: 312 960-2707
Fax: 312-960-5994/ 312-960-5476
Email: Julie.minnick@ggp.com
National Corset Trade $575,304
3240 E. 26th St
Vernon, CA 90058 USA
Tel: (323) 261-0265
Fax: (323) 261-6693
Kirk3334@aol.com
Sunrise Mall LLC Landlord $556,335
2049 Century Park East
41 st Floor
Attn: Legal Dept.
Los Angeles, CA 90067
Tel: 310 478-4456
Fax: 310 478-1267
leasing@westfield.com
Woodland Hills Mall Landlord $501,260
c/o M.S. Management Associates Inc.
225 West Washington St
Indianapolis, IN 46204-3438
Tel: 317 263-8189
Fax: 317 263-7901
Email cmartin@simon.com
Tyler Mall LP Landlord $500,168
1299 Galleria at Tyler
Riverside CA 92503
Tel: 951-637-2012
Fax:951 351-3139
James.fuson@ggp.com
Coral CS LTD Associates Landlord $494,175
c/o MS Management Associates Inc.
225 West Washington St
Indianapolis, IN 46204-3438
Tel: 317 263-8189
Fax: 317 263-7901
Email cmartin@simon.com
Capref Lloyd Ctr LLC Landlord $473,355
Attn: General Counsel
180 East Broad St, 21 st Floor
Columbus, OH 43215
Tel: 614 621-9000
Fax: 614 621-8863
Stephen.ifeduba@wpglimcher.com
Newport Centre LLC 2810 Landlord $470,983
c/o MS Management Associates Inc.
225 West Washington St.
Indianapolis, IN 46204-3438
Tel: 317 263-8189
Fax: 317 263-7901
Email cmartin@simon.com
Plaza Camino Real Landlord $470,142
2049 Century Park East, 41 st Floor
Attn: Legal Dept.
Los Angeles, CA 90067
Tel: 310 478-4456
Fax: 310 478-1267
leasing@westfield.com
Northridge Fashion Center Landlord $465,740
c/o UK-American Properties
110 N Wacker Dr
Attn: Law/Lease Admin Dept
Chicago IL 60606
Tel: 312 960-2707
Fax: 312-960-5994/ 312-960-5476
Email: Julie.minnick@ggp.com
Seminole Town Center LP Landlord $442,308
c/o MS Management Associates Inc.
225 West Washington St.
Indianapolis, IN 46204-3438
Tel: 317 263-8189
Fax: 317 263-7901
Email cmartin@simon.com
Town East Mall LP Landlord $438,451
c/o Town East Mall LP
110 N Wacker Dr
Attn: Law/Lease Admin Dept
Chicago IL 60606
Tel: 312 960-2707
Fax: 312-960-5994/ 312-960-5476
Email: Julie.minnick@ggp.com
Ascension Lingerie & Swimsuit LLC Trade $412,416
3520 N.W. 46th St
Miami, FL 33142 USA
Tel: (305) 531-2929 x305
Fax: 305 636-0900
Nicholas@ohlalacheri.com
Parks at Arlington LP Landlord $411,670
110 N Wacker Dr
Attn: Law/Lease Admin Dept
Chicago IL 60606
Tel: 312 960-2707
Fax: 312-960-5994/ 312-960-5476
Email: Julie.minnick@ggp.com
Crossgates Mall Newco LLC Landlord $408,334
The Clinton Exchange
4 Clinton Square
Syracuse, NY 13202-1078
Tel: 315 634-7709
Fax: 315 472-4035
williambaker@pyramidmg.com
FREDERICK'S OF HOLLYWOOD: Seeks Bankruptcy After Closing Stores
---------------------------------------------------------------
Women's lingerie retailer Frederick's of Hollywood Group Inc. filed
for bankruptcy after closing all its brick and mortar stores and
reaching a deal to sell the company as an online-only venture to
Authentic Brands Group LLC.
Absent higher and better offers and subject to court approval,
Authentic Brands would acquire the Debtors' e-commerce business,
including intellectual property and all inventory, for cash
consideration of $22.5 million, subject to price adjustments, and
the right to receive 25% of Frederick's of Hollywood brand related
revenues in perpetuity, net of expenses.
William Soncini, the COO, explained in a court filing that while
Frederick's had explored all possible restructuring scenarios,
including options that would have enabled them to maintain or sell
their retail stores as a going concern, given the sustained and
ongoing losses associated with the operation of such stores,
Frederick's determined that Authentic Brands' offer was superior to
any other available alternative.
The Company will run a court-authorized sale process and hold an
auction if other offers surface. The Company proposes that
interested parties be required to submit initial bids by May 26 to
participate in an auction that will be held on May 28.
Prepetition, the Debtors closed their retail stores and physically
vacated 74 leased premises and surrendered the keys to the
applicable landlords.
Current lender Salus Capital Partners LLC will provide Frederick's
$11 million in bankruptcy financing.
200 Stores at Its Peak
The Debtors were compelled to commence the Chapter 11 cases amidst
a sustained decline in operating revenue attributable to increased
competition from other apparel retailers and brands, decreased foot
traffic in shopping malls, and weak discretionary spending by
target consumers due to the recent economic downturn.
The origins of the business can be traced to 1946, when Frederick
Mellinger started a mail order catalog selling lingerie. The
Frederick's of Hollywood brand eventually gained enormous
popularity, and, by the 1950's, was modeled by several Hollywood
icons. At its peak, Frederick's had more than 200 stores.
In September 1997, retail and direct businesses were sold pursuant
to a highly leveraged buyout (the "LBO"). Following the LBO,
however, the Debtors suffered losses in profits and were unable to
service their debt obligations. The Company as a result sought
bankruptcy protection in July 2000 and received court approval of
its exit plan in December 2002.
In January 2008, a subsidiary of Movie Star, Inc., a designer and
wholesale manufacturer of women's intimate apparel merged with and
into FOH Holdings, Inc., the then-parent company of Frederick's of
Hollywood.
In May 2014, Frederick's was taken private for about $24.8 million
by investors led by a unit of New York-based Harbinger Group Inc.
At the time of the Harbinger deal, Frederick's had 94 women's
clothing stores.
Over the course of the past decade, the Debtors have experienced a
significant overall decline in their financial performance. This
downturn can be attributed to declining revenues as a result of
poor sales, increasing expenses, and the burden of servicing their
debt.
In each year beginning with FY 2009, the Debtors' aggregate sales
have decreased from the prior year, and in each year starting in FY
2008, the Debtors have generated cumulative net losses totaling
$165.9 million through February 2015.
The Debtors engaged Consensus Advisory Services LLC to conduct a
review of the Debtors' strategic alternatives, including an
exploration of possible refinancing, restructuring, or sale
options. Consensus contacted over 70 potentially interested
parties and invited 21 parties who had signed confidentiality
agreements to submit strategic proposals. The Debtors received
five written and one verbal strategic proposal submissions on or
around March 2, 2015.
After extensive analysis of the benefits and risks of each proposed
transaction, the Debtors ultimately determined that the offer
presented by Authentic Brands was the best available alternative to
maximize value for the Debtors' stakeholders under the
circumstances.
Chapter 11 Plan Process
Prior to the Petition Date, in connection with the negotiation of
the Authentic Brands deal, the Debtors reached out to certain of
their key landlords and other large unsecured creditors to apprise
them of the Debtors' restructuring efforts and to attempt to garner
support for the framework of a consensual chapter 11 plan. Although
these early discussions did not result in an agreement, the Debtors
intend to continue this dialogue in the early stages of the Chapter
11 cases in hopes of reaching an accord that will reduce the length
and expense of the Chapter 11 cases and maximize recoveries for
stakeholders.
First Day Motions
The Debtors on the Petition Date filed motions to:
-- reject certain unexpired non-residential real property
leases;
-- sell substantially all assets and grant bid protections to
Authentic Brands;
-- obtain DIP financing and use cash collateral;
-- pay prepetition claims of critical vendors;
-- maintain their customer programs;
-- pay prepetition taxes and fees;
-- continue their insurance programs;
-- prohibit utility companies from discontinuing service;
-- pay prepetition wages and benefits;
-- continue their cash management system; and
-- jointly administer their Chapter 11 cases.
A hearing on certain of the first day motions will take place on
April 21, 2015 at 10:00 a.m. (Eastern Time). The hearing will be
held at 824 North Market Street, 6th Floor, Courtroom 3,
Wilmington, DE 19801.
A copy of the affidavit in support of the first day motions is
available for free at:
http://bankrupt.com/misc/Fredericks_1st_Day_Affidavit.pdf
About Frederick's
Frederick's of Hollywood Group Inc., sells women's apparel and
related products under its proprietary Frederick's of Hollywood
brand. Frederick's had more than 200 brick-and-mortar stores at
its peak. At present it sells its products at its online shop at
http://www.fredericks.com/
On April 19, 2015, Frederick's of Hollywood and five affiliates
each filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code. The cases are pending approval to
be jointly administered under Case No. 15-10836 before the
Honorable Kevin Gross (Bankr. D. Del.).
The Company disclosed $36.5 million in assets and $106 million in
debt as of the bankruptcy filing. The material debt obligations
principally consist of $33 million in loans under a secured credit
agreement, $16.2 million in unsecured promissory notes, and $56.7
million in trade debt and liabilities to landlords.
The Debtors tapped Milbank, Tweed, Hadley & McCloy LLP, as
bankruptcy counsel; Richards, Layton & Finger, P.A., as local
counsel; Consensus Advisory Services LLC as investment banker and
financial advisor; and Kurtzman Carson Consultants LLC, as claims
and noticing agent.
GARDA WORLD: Moody's Affirms 'B2' Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service assigned an SGL-3 speculative grade
liquidity rating to Garda World Security Corporation's. The
company's B2 corporate family rating ("CFR"), B2-PD probability of
default rating, Ba3 rating on secured credit facilities, Caa1
rating on unsecured notes and stable ratings outlook remain
unchanged.
"Garda's SGL-3 rating, indicating adequate liquidity, reflects our
expectation for positive free cash flow generation, maintenance of
balance sheet cash in excess of debt repayment requirements and
modest availability under the company's revolving credit facility
over the next 4 to 6 quarters," said Peter Adu, lead analyst for
Garda.
Rating Assigned:
-- Speculative Grade Liquidity, SGL-3
Garda's B2 CFR is primarily influenced by its high leverage
(adjusted Debt/EBITDA of 6.9x for LTM Q3/15), appetite for
debt-financed acquisitions and event risk related to its majority
ownership by a financial sponsor. Moody's expects recent
acquisitions to support earnings growth through the next 12 to 18
months, and leverage should trend down towards 6x in this
timeframe, but not below, as the company has limited its debt
repayment in the past to the mandatory requirements in its credit
agreement. Moody's believes tuck-in acquisitions are likely to take
precedence over additional debt repayments in the application of
free cash flow. Garda's businesses are relatively stable and have
high contract renewal rates, which in turn supports high recurring
revenue. The company also has strong positions and good geographic
and customer diversity, but its markets are highly competitive and
fragmented. Moody's believes the growing trend towards electronic
transactions, which reduces cash usage, and competition will limit
the company's organic growth prospects in the long term.
Garda's SGL-3 liquidity rating is supported by Moody's expectation
for minimum cash around C$25 million, annual free cash flow in
excess of C$70 million, and about C$50 million of availability
under its US$150 million revolver due in 2018. These sources are
sufficient to meet term loan amortization of about $7 million per
year. Garda has a fully drawn US$50 million Export Development
Corporation senior secured revolving facility due in 2018 which was
used to fund the Bank of America deal last year. Garda's revolver
is subject to a springing maximum first lien secured leverage
covenant when drawings and letters of credit exceed a certain
threshold. This covenant has been applicable for the past few
quarters and Moody's expects cushion in excess of 15% for the next
4 to 6 quarters even with step downs.
The outlook is stable as earnings growth and modest debt repayment
will enable leverage to be sustained towards 6x through the next 12
to 18 months.
An upgrade would be considered if adjusted Debt/EBITDA declines
towards 5x and EBITA/Interest rises above 2.5x. The rating could be
downgraded if adjusted Debt/EBITDA is sustained above 6.5x and
EBITA/ Interest is maintained below 1x, most likely caused by a
willingness of Garda's owners to pay future cash distributions or
undertake a material debt-financed acquisition. The rating could
also be downgraded if free cash flow remains negative for an
extended period.
The principal methodology used in this rating was Business and
Consumer Service Industry published in December 2014. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
Garda World Security Corporation is a global provider of cash
services and protective services (including airport pre-board
screening). Revenue for the last twelve months ended October 31,
2014 was about C$1.8 billion. Garda is headquartered in Montreal,
Quebec, Canada.
GT ADVANCED: To Sell Sapphire-Related Assets at Online Auctions
---------------------------------------------------------------
Joseph Checkler at The Daily Bankruptcy Review reports that GT
Advanced Technologies Inc. won court approval to sell off some
assets through an online auction, including machinery, equipment
tools and electronics related to its defunct sapphire business.
In an order signed, Judge Henry J. Boroff said the auctions could
begin around May 22 and be managed by Cunningham & Associates Inc.,
as the company requested, according to The Daily Bankruptcy
Review.
GT is storing the assets in Arizona, Massachusetts and New
Hampshire.
About GT Advanced Technologies
Headquartered in Merrimack, New Hampshire, GT Advanced Technologies
Inc. -- http://www.gtat.com/-- produces materials and equipment
for the electronics industry. On Nov. 4, 2013, GTAT announced a
multiyear supply deal with Apple Inc. to produce sapphire glass
material for use in consumer electronics products.
Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.
GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ
stock exchange in October 2014.
As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.
On Oct. 6, 2014, GT Advanced Technologies and eight affiliates
filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916). GT
says that it has sought bankruptcy protection due to a severe
liquidity crisis brought about by its issues with Apple.
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.
The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors. The Committee' professionals are Kelley
Drye as its bankruptcy counsel; Devine, Millimet & Branch,
Professional Association as local counsel; EisnerAmper LLP as
financial advisors; and Houlihan Lokey Capital, Inc. as investment
banker.
GTAT has reached a settlement with Apple. The settlement gives
Apple an approved claim for $439 million secured by more than 2,000
sapphire furnaces that GT Advanced owns and has four years to sell,
with proceeds going to Apple. In addition, Apple gets
royalty-free, non-exclusive licenses for GTAT's technology.
GTA REALTY: April 28 Hearing on Receiver's Bid to Evict Tenants
---------------------------------------------------------------
Leslie Perez-Bennie on behalf of GlassRatner Management & Realty
Advisors, LLC, receiver for GTA Realty II, LLC, notified of the
adjournment until April 28, 2015, at 9:45 a.m., of the hearing to
consider the receiver's motion to expand authority to evict tenants
in the Debtor's properties.
The Official Committee of Unsecured Creditors, in a preliminary
response to the motion by the receiver, said that it is unclear
whether the relief sought encourages the proposal of a feasible
plan. The Committee also stressed that there is no legal authority
presented to demonstrate that the Court has authority to function
in lieu of the Court of the State of New York to determine
residential evictions and similar issues.
The Debtor, in a limited objection, requested that the Court
condition any relief expanding the receiver's powers to protect
Rocco and Nancy Launi. According to the Debtor, the receiver, in
his motion, highlighted Rocco and Nancy Launi's apartment, and
Rocco's Bleecker Street store, as targets for summary relief under
the All Writs Act. The Debtor noted that the Launis are elderly.
Their health is failing as are their mental faculties. They agreed
to give up ownership to make a plan work that will pay creditors in
full. In return they need to know they can keep their home for as
long as they want.
The receiver, in its motion, requested for Court's authorization to
expanding the stipulation and order necessary in order for the
receiver to properly fulfill its duties. Specifically, the
receiver asked for permission to issue a writ of assistance to
remove that non-tenant, occupants from the premises or in the
alternative, direct those occupants to pay fair market value as use
and occupancy from the date of appointment of the receiver by the
District Court on June 27, 2014. The receiver noted that:
i) pursuant to All Writs Act, issuing a writ of assistance to
remove the occupants not holding under a valid lease or tenancy
from the premises located at 184 Prince Street, and 287 Bleecker
Street, New York City;
ii) in the alternative, directing those occupants not holding
under a valid lease or tenancy to pay fair market value use and
occupancy during the pendency of the receivership, from the date of
the appointment of the receiver by the District Court on
June 27, 2014.
About GTA Realty II
GTA Realty II, LLC, sought bankruptcy protection (Bankr. S.D.N.Y.
Case No. 14-12840) in Manhattan on Oct. 8, 2014.
In its schedules of assets and liabilities, the Debtor disclosed
$18 million in total assets and $7.26 million in liabilities. The
Debtor owns real property at 184 Prince Street, New York, valued
at $6 million and a property at 287 Bleeker Street, New York,
valued at $12 million. U.S. Bank National Association, owed $5.3
million, holds a first mortgage on the property.
The case is assigned to Judge Robert E. Gerber.
The Debtor is represented by Mark A. Frankel, Esq., at Backenroth
Frankel & Krinsky, LLP, in New York.
The Debtor's Chapter 11 plan and disclosure statement are due
Feb. 5, 2015. The initial case conference is due by Nov. 7, 2014.
The Debtor has tapped Backenroth Frankel & Krinsky, LLP as
counsel.
The U.S. Trustee for Region 2 appointed three creditors to serve
on the official committee of unsecured creditors.
GUIDED THERAPEUTICS: Completes $720,000 Interim Financing
---------------------------------------------------------
Guided Therapeutics, Inc., has completed the sale of 4 million
shares of its common stock and warrants to purchase an additional
2.0 million shares, for an aggregate purchase price of $720,000 in
a private placement to accredited investors.
In conjunction with the investment, the Company and investors have
signed a letter of intent to negotiate the exclusive distribution
rights for the LuViva Advanced Cervical Scan in China. The letter
of intent calls for the sale of five LuViva devices and associated
single use disposables to Hong Kong and China, for clinical testing
and regulatory evaluation. An additional non-dilutive payment of
$55,000 is due to Guided Therapeutics before the end of April,
which triggers the shipment of the first two of these devices.
"China is a top market opportunity for LuViva as both a triage
product to reduce unnecessary biopsies after a positive Pap result
and also as a point-of-care, primary screening tool for cervical
cancer," said Gene Cartwright, CEO and president of Guided
Therapeutics. "The investors have strong ties to the largest
private hospital in China, as well as one of the country's largest
medical technology companies that has built a very successful
business delivering advanced healthcare in China."
China is the second largest medical device market in the world,
according to the U.S. Department of Commerce. Approximately 390
million Chinese women are between 25 and 64 years old, the prime
age for cervical cancer screening. Prior to commercial sales,
LuViva would need approval from the Chinese Food and Drug
Administration. The Company currently anticipates interim device
and disposable sales for clinical study and demonstration purposes.
In Hong Kong, the Company believes the time to commercial sales is
quicker, with device registration, rather than approval, required.
About Guided Therapeutics
Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer. The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease. Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately. GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.
For the year ended Dec. 31, 2014, the Company reported a net loss
attributable to common stockholders of $10.03 million on $65,000 of
contract and grant revenue compared to a net loss attributable to
common stockholders of $10.39 million on $820,000 of contract and
grant revenue in 2013.
As of Dec. 31, 2014, the Company had $3.03 million in total assets,
$7.49 million in total liabilities, and a $4.46 million total
stockholders' deficit.
Bankruptcy Warning
"The Company's capital-raising efforts are ongoing. If sufficient
capital cannot be raised during the second quarter of 2015, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support and
additional NCI, NHI or other grant funding. However, there can be
no assurance that such external financial support will be
sufficient to maintain even limited operations or that the Company
will be able to raise additional funds on acceptable terms, or at
all. In such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection," the Company said in its
annual report for the year ended Dec. 31, 2014. NCI stands for
National Cancer Institute.
INNOVATIVE DISTRIBUTION: Case Summary & 20 Top Unsecured Creditors
------------------------------------------------------------------
Debtor: Innovative Distribution LLC
dba JM Metals
285 Barners Blvd.
Rockledge, FL 32955
Case No.: 15-03351
Chapter 11 Petition Date: April 17, 2015
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtor's Counsel: Raymond J Rotella, Esq.
KOSTO & ROTELLA, P.A.
619 East Washington Street
Orlando, FL 32801
Tel: (407) 425-3456
Fax: (407) 423-5498
Email: rrotella@kostoandrotella.com
Total Assets: $298,846
Total Liabilities: $1.19 million
The petition was signed by Joseph A. Mila, managing member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb15-03351.pdf
INSITE VISION: Closes $7.8 Million Private Placement
----------------------------------------------------
On Oct. 9, 2014, InSite Vision Incorporated entered into a
securities purchase agreement by and
among the Company, Riverbank Capital Securities, Inc.,
broker-dealer, as placement agent, and the purchasers, as amended
by Amendment No. 1 to Securities Purchase Agreement, dated Nov. 21,
2014, pursuant to which the Company agreed to sell its 12% Senior
Secured Notes and issue warrants to purchase shares of the
Company's common stock, par value $0.01 per share. The Purchasers
committed to purchase Notes, in one or more tranches, upon request
by the Company, in an aggregate principal amount of up to
$7,795,000.
On Oct. 9, 2014, the Company sold and issued Notes to the
Purchasers having an aggregate principal amount equal to
$2,381,666, and the Purchasers received Warrants to purchase an
aggregate of 2,053,169 shares of Common Stock at an exercise price
of $0.33 per share. On Nov. 21, 2014, the Company sold and issued
Notes to the Purchasers having an aggregate principal amount equal
to $216,666, and the Purchasers received Warrants to purchase an
aggregate of 200,620 shares of Common Stock at an exercise price of
$0.31 per share. On Dec. 10, 2014, the Company sold and issued
Notes to the Purchasers having an aggregate principal amount equal
to $2,598,333, and the Purchasers received Warrants to purchase an
aggregate of 2,824,281 shares of Common Stock at an exercise price
of $0.26 per share. On April 17, 2015, the Company sold and issued
Notes to the Purchasers having an aggregate principal amount equal
to $2,598,333.36, and the Purchasers received Warrants to purchase
an aggregate of 3,464,456 shares of Common Stock at an exercise
price of $0.18 per share.
The Company has now utilized the total loan commitment by the
Purchasers of $7.8 million under the Purchase Agreement.
Accordingly, the Company cannot sell and issue additional Notes or
issue additional Warrants in connection with such Notes under the
Purchase Agreement.
The Notes have an initial maturity date of one year from the date
of issuance, which may be extended at the option of the Company
until the date that is two years from the date of issuance. The
Notes bear interest at a rate of 12% per annum. In the event that
the Company extends the maturity date under the Notes, the interest
rate increases to 14% per annum for such additional one-year
period. Payments of interest under the Notes are due semi-annually
or upon the earlier of the applicable maturity date and an Event of
Acceleration under, and as defined in, the Notes. An Event of
Acceleration includes customary events of default.
The Warrants are exercisable for 8,542,526 shares of Common Stock,
in the aggregate.
InSite Vision
Based in Alameda, California, InSite Vision Incorporated (OTCBB:
INSV) -- http://www.insitevision.com/-- is committed to
advancing new and superior ophthalmologic products for unmet eye
care needs. The company's product portfolio utilizes InSite
Vision's proven DuraSite(R) bioadhesive polymer core technology, a
platform that extends the duration of drug retention on the
surface of the eye, thereby reducing frequency of treatment and
improving the efficacy of topically delivered drugs.
Burr Pilger Mayer, Inc., expressed substantial doubt about the
Company's ability to continue as a going concern in its report on
the Company's consolidated financial statements for the year ended
Dec. 31, 2013, citing that the Company has recurring losses from
operations, available cash and short-term investment balances and
accumulated deficit.
The Company's balance sheet at Sept. 30, 2014, showed
$2.49 million in total assets, $7.77 million in total liabilities,
and a stockholders' deficit of $5.28 million.
InSite Vision reported net income of $5.78 million in 2013
following a net loss of $8.27 million in 2012.
INTL MANUFACTURING: Completes Sale of RelyAid Biz to D&T
--------------------------------------------------------
The bankruptcy trustee of International Manufacturing Group Inc.
announced that the sale of the company's medical, dental and tattoo
supply business closed on March 24.
The business known as RelyAid and RelyAid Tattoo Supply was sold to
D&T Holdings LLC.
D&T Holdings' $675,000 offer for the business wasn't selected as
the winning bid at an auction held on March 19, which was won by
Pete Halimi who offered $680,000. On March 20, U.S. Bankruptcy
Judge Robert Bardwil approved Mr. Halimi's sale agreement with the
trustee.
Just days after the auction, D&T Holdings offered to pay $710,000
to Mr. Halimi for the assignment of the sale agreement to the
company. The trustee and IMG's official committee of unsecured
creditors consented to the assignment, court filings show.
A copy of the agreement and other documents related to the sale are
available for free at http://is.gd/h1TpuF
In another development, the trustee received court approval to use
up to $25,500 of the bankruptcy estate's "unencumbered funds" to
pay for the expenses incurred in connection with the sale of the
company's RelyAid business and a real property located in West
Sacramento, California.
About International Manufacturing
Deepal Wannakuwatte, the mastermind of a $150 million Ponzi scheme,
put himself and his company, International Manufacturing Group
Inc., into Chapter 11 after he pleaded guilty to one count of wire
fraud and agreed to a 20-year prison sentence. The bankruptcy
filing was part of his plea bargain with federal prosecutors. Mr.
Wannakuwatte is the former owner of the Sacramento Capitols tennis
team.
International Manufacturing sought Chapter 11 bankruptcy protection
(Bankr. E.D. Cal. Case No. 14-25820) in Sacramento, on May 30,
2014. The case is assigned to Judge Robert S. Bardwil.
The Debtor tapped Marc A. Caraska, in Sacramento, as counsel.
In June 2014, Beverly N. McFarland was appointed as Chapter 11
trustee for the Debtor. She has tapped Felderstein Fitzgerald
Willoughby & Pascuzzi LLP as her bankruptcy counsel; Diamond
McCarthy LLP as her special litigation counsel; Gabrielson &
Company as accountant; and Karen Rushing as bookkeeper outside the
ordinary course of business.
The U.S. Trustee for Region 7 appointed a three-member unsecured
creditors panel comprising of Byron Younger, Janine Jones, and
Steve Whitesides.
INTL MANUFACTURING: Judge Approves Sale of Property to RF3
----------------------------------------------------------
U.S. Bankruptcy Judge Robert Bardwil approved the sale of
International Manufacturing Group Inc.'s 55,000-square-foot office
building in West Sacramento, California.
The company's bankruptcy trustee is selling the property on behalf
of Wannas Enterprises LLC, one of the non-debtor entities
substantively consolidated with the company.
RF3 F Street LLC offered to buy the property for $2.585 million,
according to court filings.
To resolve the issues raised by Small Business Administration and
Zions First National Bank, Judge Bardwil authorized the trustee to
pay both creditors from the sale proceeds.
SBA had said in March it will release the deed of trust securing
the property on condition that the company pays the loan that was
provided to Wannas Enterprises in 2004. The agency demanded
payment of at least $406,103.
Zions meanwhile expressed concern its secured claim against the
company in the amount of $1.7 million won't be paid in full.
About International Manufacturing
Deepal Wannakuwatte, the mastermind of a $150 million Ponzi scheme,
put himself and his company, International Manufacturing Group
Inc., into Chapter 11 after he pleaded guilty to one count of wire
fraud and agreed to a 20-year prison sentence. The bankruptcy
filing was part of his plea bargain with federal prosecutors. Mr.
Wannakuwatte is the former owner of the Sacramento Capitols tennis
team.
International Manufacturing sought Chapter 11 bankruptcy protection
(Bankr. E.D. Cal. Case No. 14-25820) in Sacramento, on May 30,
2014. The case is assigned to Judge Robert S. Bardwil.
The Debtor tapped Marc A. Caraska, in Sacramento, as counsel.
In June 2014, Beverly N. McFarland was appointed as Chapter 11
trustee for the Debtor. She has tapped Felderstein Fitzgerald
Willoughby & Pascuzzi LLP as her bankruptcy counsel; Diamond
McCarthy LLP as her special litigation counsel; Gabrielson &
Company as accountant; and Karen Rushing as bookkeeper outside the
ordinary course of business.
The U.S. Trustee for Region 7 appointed a three-member unsecured
creditors panel comprising of Byron Younger, Janine Jones, and
Steve Whitesides.
ITS ENGINEERED: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: ITS Engineered Systems, Inc.
6818 FM 2855
Katy, TX 77493
Case No.: 15-32145
Chapter 11 Petition Date: April 17, 2015
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Karen K. Brown
Debtor's Counsel: Micheal W Bishop, Esq.
GRAY REED & MCGRAW, P.C.
4600 Thanksgiving Tower
1601 Elm St
Dallas, TX 75201
Tel: (469) 320-6025
Email: mbishop@grayreed.com
- and -
Lydia R Webb, Esq.
GRAY REED & MCGRAW PC
1601 Elm St, Ste 4600
Dallas, TX 75201
Tel: 469-320-6111
Email: lwebb@grayreed.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Roger Wagner, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb15-32145.pdf
KARMALOOP INC: Asks Nod for CRS's Brian Davies as CRO
-----------------------------------------------------
Karmaloop, Inc., et al., ask the Bankruptcy Court for permission to
employ CRS Capstone Partners, LLC, to provide a chief restructuring
officer and certain additional personnel in connection with their
Chapter 11 cases.
Brian Davies as CRO will assist the Debtors in their operations and
manage the Debtors' restructuring efforts, including negotiating
with parties-in-interest and providing direction to the Debtors
restructuring professional and advisors.
Capstone will charge the Debtors a weekly rate of $45,000 for the
full time services of the CRO. Additional Capstone resources will
be provided based on weekly time incurred by assigned Capstone
staff at these standard hourly rates:
Senior Partners and Managing Director $425 to $375
Principals and Directors $350 to $300
Senior Vice Presidents and Vice Presidents $275 to $250
Senior Associates and Associates $225
Analyst $175
To the best of the Debtors' knowledge Capstone is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The Court will consider the matter at a hearing on April 30, 2015,
at 11:30 a.m. Objections, if any, are due April 23, at 4:00 p.m.
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, primarily
using the Web site http://wwww.karmaloop.com/
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.
KARMALOOP INC: Taps Burns & Levinson LLP as Bankruptcy Counsel
--------------------------------------------------------------
Karmaloop, Inc., et al., ask the Bankruptcy Court for permission to
employ Burns & Levinson LLP as counsel.
According to the Debtor, B&L has affiliated with the firm of Womble
Carlyle Sandbridge & Rise, LLP, who will serve a its local
counsel.
The primary attorneys to serve in the cases and their hourly rates
are:
Scott H. Moskol, partner $640
William V. Sopp, partner $650
Tal M. Unrad, associate $500
Michael V. Samarel, associate $350
The hourly rates of B&L's professionals are:
Partner $375 - $725
Associate $240 - $550
Paralegals and paraprofessionals $160 - $355
B&L received an advance fee payment of $200,000. B&L has received
no other payment from the Debtors or any other related party
arising in the Bankruptcy cases.
To the best of the Debtors' knowledge B&L is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The Court will consider the matter at a hearing on April 30, 2015,
at 11:30 a.m. Objections, if any, are due April 23, at 4:00 p.m.
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, primarily
using the Web site http://wwww.karmaloop.com/ 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.
KARMALOOP INC: Taps Consensus Advisory as Investment Banker
-----------------------------------------------------------
Karmaloop, Inc., et al., ask the Bankruptcy Court for permission to
employ Consensus Advisory Services LLC and Consensus Securities LLC
as investment banker, nunc pro tunc to March 23, 2015.
The Court will consider the matter at a hearing on April 30, 2015,
at 11:30 a.m. Objections, if any, are due April 23, at 4:00 p.m.
Consensus will assist the Debtors with respect to the marketing and
sale/disposition of the assets. Specifically, Consensus will,
among other things:
a) work with the management of the Debtors with respect to the
business, operations, properties, financial condition and prospects
of the Debtors;
b) gather information concerning the use, value, and
descriptions of the Debtors' saleable assets; and
c) work with the Debtors, revise, as necessary, the previously
drafted business description and marketing materials to inform
potential purchasers of the availability of the assets and to
support a possible sale, assignment, license, or other disposition
of the assets.
The Debtors initially engaged Consensus as of Dec. 20, 2013.
Consensus received a $25,000 retainer, whereupon Consensus provided
services to the Debtors prepetition. Additionally, the Debtors
have reimbursed Consensus for reasonable expenditures incurred by
it in the course of its prior engagement. Upon approval of this
Application, Consensus' prior engagement will be deemed terminated
immediately prior to the Petition Date.
Consensus' fee structure includes, among other things:
a) upon the approval by the Court of the application, the
Debtors will pay Consensus a $75,000 engagement fee, deemed earned
upon the payment;
b) with respect to any transaction, the Debtors will pay
Consensus a transaction fee, which will be a graduated fee that is
based upon the purchase price. The fee will be calculated as:
(i) 1% of the purchase price up to $10 million;
(ii) 1.5% of the increment of the purchase price between
$10 million and $15 million;
(iii) 2% of the increment of the purchase price between
$15 million and $20 million; and
(iv) 3% of any increment of the purchase price over
$20 million;
c) the fee payable will not be offset by any retainers or amounts
previously paid by the Debtors to Consensus;
d) the fee will be payable regardless of whether the ultimate
acquirer of the assets is an existing stakeholder of the
Debtors;
e) the fee payable will in no event be less than $100,000; and
f) compensation which is payable to Consensus following a
transaction will be paid to Consensus upon Court approval,
after the closing of the applicable transaction.
To the best of the Debtors' knowledge, Consensus is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
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, primarily
using the Web site http://wwww.karmaloop.com/
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
to serve on the official committee of unsecured creditors.
KARMALOOP INC: Wants to Hire Rust Omni as Administrative Agent
--------------------------------------------------------------
Karmaloop, Inc., et al., ask the U.S. Bankruptcy Court for
permission to employ Rust Consulting Omni Bankruptcy as
administrative agent nunc pro tunc to the Petition Date.
Although the Debtors have not yet filed their schedules of assets
and liabilities, the Debtors anticipate that there will be in
excess of $46,000 creditors and other parties-in-interest to be
noticed.
Rust Omni will, among other things:
1. tabulate votes and perform subscription services as may be
requested or required in connection with any Chapter 11 Plans by
the Debtors and provide ballot reports and related balloting and
tabulation services to the Debtors and their professionals;
2. provide a general an official ballot certification and
testify, if necessary, in support of the ballot tabulation results;
and
3. manage any distribution pursuant to a confirmed plan prior to
the effective date of the plan.
Prior to the filing of the cases, the Debtors paid Rust Omni a
retainer of $15,000.
To the best of the Debtors' knowledge, Rust Omni is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The Court will consider the matter at a hearing on April 30, 2015,
at 11:30 a.m. Objections, if any, are due April 23, at 4:00 p.m.
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, primarily
using the Web site http://wwww.karmaloop.com/ 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.
KARMALOOP INC: Wants to Hire Womble Carlyle as Counsel
------------------------------------------------------
Karmaloop, Inc., et al., ask the Bankruptcy Court for permission to
employ Womble Carlyle Sandbridge & Rise, LLP, as counsel.
Womble Carlyle has discussed with Burns & Levinson LLP, a proposed
counsel, a division of responsibilities so as to minimize
duplication of services.
The Debtors initially paid Womble Carlyle $50,000 as a retainer and
advance on March 6, 2015, an additional retainer of $42,992 on
March 20, 2015, and an additional retainer of $5,000 on March 23,
2015, to be held as on-account cash for the advance payment of
prepetition professional fees and expenses incurred and charged by
Womble Carlyle in its representation of the Debtors.
The hourly rates of Womble Carlyle's personnel are:
Steven K. Kortanek, partner $675
Thomas M. Horan, partner $435
Ericka F. Johnson, associate $375
Morgan L. Patterson, associate $350
Attorney $230 to $750
Paraprofessionals $65 to $350
To the best of the debtors' knowledge, Womble Carlyle is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The Court will consider the matter at a hearing on April 30, at
11:30 a.m. Objections, if any, are due April 23, at 4:00 p.m.
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, primarily
using the Web site http://wwww.karmaloop.com/ 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.
KIOR INC: Exempted from Appointment of Fee Examiner
---------------------------------------------------
The Bankruptcy Court has exempted KiOR, Inc., from the general
order requiring appointment of fee examiner in certain Chapter 11
cases.
Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., the
Debtor's counsel, said that the Debtor's voluntary petition
indicated estimated assets less than $50 million and estimated
liabilities between $100 million and $500 million.
On Dec. 16, 2009, the Court entered its General Order Re: Fee
Examiners in Chapter 11 Cases with Combined Assets or Liabilities
in Excess of $100,000,000. By its terms, the "general order
[applies] in any case filed on or after Dec. 18, 2009, and assigned
to Judge Christopher S. Sontchi, until otherwise ordered by the
Court after notice and a hearing conducted no earlier than 35 days
from the petition date."
Ms. Steele noted that while the Debtor's liabilities do exceed the
$100 million threshold, the Debtor's assets are well below the
threshold.
About Kior Inc.
KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are
development stage, renewable fuels companies based in Pasadena,
Texas and Columbus, Mississippi, respectively. KiOR, Inc., was
founded in 2007 as a joint venture between Khosla Ventures, LLC,
and BIOeCon B.V. KiOR Inc.'s primary business is the development
and commercialization of a ground-breaking proprietary technology
designed to generate a renewable crude oil from non-food
cellulosic biomass.
KiOR, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No.
14-12514) on Nov. 9, 2014, in Delaware. Through the chapter 11
case, the Debtor intends to reorganize its business or sell
substantially all of its assets so that it can continue its core
research and development activities. KiOR Columbus did not seek
bankruptcy protection.
The Debtor disclosed $58.3 million in assets and $261 million
in liabilities as of June 30, 2014.
The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley,
Esq., and Eric M. English, Esq., at King & Spalding, LLP, in
Houston, Texas; and John Henry Knight, Esq., Michael Joseph
Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware. The Debtor's financial
advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the
Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is
the
Debtor's claims and noticing agent.
Pasadena Investments, LLC, as administrative agent for a
consortium
of lenders, committed to provide up to $15 million in postpetition
financing. The DIP Agent is represented by Thomas E. Patterson,
Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles,
California, and Michael R. Nestor, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.
KRATOS DEFENSE: S&P Affirms 'B-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'B-' corporate
credit rating on San Diego, Calif.-based Kratos Defense & Security
Solutions Inc. and revised its assessment of Kratos' liquidity to
less than adequate from adequate. The outlook remains developing.
"Our revision of Kratos' liquidity assessment reflects that the
company has less of a cushion against adverse conditions than it
had in the past, as the company would violate the minimum
fixed-charge covenant under its ABL revolver if its EBITDA were to
decline by less than 10%, and its forecasted free cash flow over
the next 12 months is lower than we had previously expected--though
still positive," said Standard & Poor's credit analyst Chris
Mooney. "The revision has no effect on our issuer or issue-level
ratings on the company."
"Although we expect the company to remain compliant with the
covenant on its ABL revolver over the next year, a further decline
in earnings could cause Kratos to violate the covenant, which would
limit its access to the facility."
S&P said, "Furthermore, we believe that there is more uncertainty
surrounding the company's internal cash generation due to Kratos'
lower earnings and the challenges it has faced collecting
receivables at a faster pace.
"Therefore, we have lowered our forecast for Kratos' free cash flow
generation to about break-even to slightly positive in 2015 from
our previous expectation of $25 million to $40 million. We believe
that the company could curtail certain discretionary research and
development (R&D) investments in its unmanned aerial systems
business to preserve liquidity, but this may hurt its
competitive position and longer-term business prospects. These
factors lead us to believe that the company is unlikely to be able
to absorb a high-impact negative event without external financing.
"The developing outlook on Kratos reflects that we could upgrade
the company following its recently announced strategic review,
which could reduce the company's debt, or downgrade the company if
its operating conditions continue to be challenging.
"We could lower the rating if Kratos' operating conditions worsen
such that we no longer believe the company's capital structure is
sustainable in the long term, or if its liquidity profile
deteriorates to a level that we asses as "weak".
"We could raise the rating if the company divests certain assets
and uses the proceeds for debt reduction such that its
debt-to-EBITDA metric falls below 6x on a sustained basis."
L HARRIS: Adversary Proceeding v. MDOR Dismissed
------------------------------------------------
Bankruptcy Judge Edward Ellington granted the Motion to Dismiss
Adversary filed by the Mississippi Department of Revenue in the
case captioned L HARRIS CONSTRUCTION COMPANY v. MISSISSIPPI
DEPARTMENT OF REVENUE, CASE NO. 1401450EE, Adv. Proc. No. 1400037EE
(Bankr. S.D. Miss.).
L Harris filed a petition for relief (Bankr. S.D. Miss. Case No.
14-01450) under Chapter 11 of the Bankruptcy Code on April 30,
2014.
On June 16, 2014, an adversary proceeding challenging a tax
assessment by the Mississippi Department of Revenue (MDOR) was
commenced by the Debtor filing its "Complaint of L. Harris
Construction Company Initiating Adversary Proceeding". The MDOR
filed its Motion to Dismiss Adversary on July 17, 2014.
In an April 9, 2015 memorandum opinion available at
http://is.gd/8wGWiPfrom Leagle.com, Judge Ellington held:
-- that the court is without jurisdiction to determine the
Debtor's tax liability; and
-- since the Debtor's Complaint fails to state any claims
upon which relief can be granted, the adversary
proceeding should be dismissed.
James G. McGee, Jr. -- jmcgee@mcgeetaxlaw.com , Jackson, MS,
Attorney for Debtor.
Kenitta Franklin Toole, Jackson, MS, Attorney for Mississippi
Department of Revenue.
LATEX FOAM: April 28 Hearing on Further Access to Cash Collateral
-----------------------------------------------------------------
The Bankruptcy Court signed an eleventh interim stipulation and
order authorizing Latex Foam International, LLC et al.'s use of
cash collateral and granting adequate protection to SummitBridge
National Investments IV LLC, successor-in-interest to Wells Fargo
Bank, a National Banking Association.
A hearing will be held on April 28, 2015, at 10:00 a.m., to
consider the Debtors' continued use of cash collateral.
Wells Fargo provided financing to Latex in the original principal
amount of $34,000,000 pursuant to the Loan Agreement entered into
by Wells Fargo, Latex and Latex International West Coast, Inc. LIW
was dissolved on Dec. 30, 2011. The loans advanced under the Loan
Agreement are secured by substantially all assets of the Debtors.
As adequate protection, SummitBridge is granted first priority,
valid, and perfected replacement liens on and security interests in
all of the Debtors' assets. Any diminution in the value of the
prepetition liens in favor of SummitBridge that is not compensated
by postpetition collateral will constitute a cost and expense of
administration in the bankruptcy case in accordance with Section
503(b)(1) of the Bankruptcy Code.
About Latex Foam
Headquartered in Shelton, Connecticut, Latex Foam International,
LLC manufactures foam mattresses and component mattresses. The
196-employee company produces mattress cores, toppers, and pillow
buns utilizing both the Talaway and Dunlop manufacturing
processes.
LFIH is a holding company for 100% of the equity interests in LFI,
PLB, and an inactive entity, Dunlop Latex Foam (Malaysia) SDN.
BHD.
LFI and four affiliates sought Chapter 11 bankruptcy protection
(Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport,
Connecticut, on May 30, 2014. David Fisher signed the petitions
as president. The Debtors are seeking joint administration of
their cases.
LFI disclosed $18,437,185 in assets and $30,342,926 in liabilities
as of the Chapter 11 filing.
Judge Alan H.W. Shiff presides over the cases.
James Berman, Esq., and Craig I. Lifland, Esq., at Zeisler and
Zeisler, serve as the Debtors' counsel.
On June 19, 2014, the U.S. Trustee appointed five creditors to
serve on the Official Committee of Unsecured Creditors. The
Committee tapped to retain Schafer and Weiner, PLLC as its
counsel, and Reid and Reige, P.C. as its local counsel.
LONGVIEW POWER: KMPG to Provide Tax Advisory Services
-----------------------------------------------------
Longview Power, LLC, et al., ask the Bankruptcy Court to approve an
additional engagement letter with KPMG LLP for the provision of
certain tax advisory and tax consulting services.
A hearing on the matter will be scheduled, only if necessary.
Pursuant to the tax engagement letter, KPMG has agreed to provide
the Debtors with these tax services, among other things:
i. prepare federal and state and local tax return(s) and
supporting schedules for the Debtors' 2014 tax year;
ii. preliminary engagement planning activities related to the tax
returns for the immediately succeeding tax year; and
iii. prepare extension requests for the returns, unless
determined otherwise.
The Debtors have agreed to compensate KPMG for the tax services
based upon the hours actually expended by each assigned staff
member at each staff member's hourly billing rate in accordance
with the tax engagement letter.
The Debtors have also agreed to reimburse KPMG for reasonable and
necessary expenses incurred.
KPMG's hourly rates for the tax services are:
Professional Hourly Rate
------------ -----------
Partners/Principals $748 - $764
Managing Directors $666 - $683
Senior Managers/Directors $536 - $650
Managers $439 - $585
Senior Associates $341 – $423
Associates $224 – $260
A copy of the tax engagement letter is available for free at
http://bankrupt.com/misc/LongviewPower_1885_KPMGTax.pdf
Scott Moresco, a Certified public accountant and a partner of KPMG
LLP, said that KPMG will not be entitled to indemnification,
contribution, or reimbursement for services other than those
described in the tax engagement letter.
On Jan. 7, 2015, the Court had entered the order authorizing the
employment of KPMG LLP as auditor, nunc pro tunc to Dec. 1, 2014.
About Longview Power
Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh. The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.
Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case
13-12211) on Aug. 30, 2013. The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary. The Debtor estimated assets and debts of
more than $1 billion. Judge Brendan Linehan Shannon presides over
the case. Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel. Lazard Freres & Company LLC
acts as the Debtors' investment bankers. Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors. Ernst &
Young serves as the Debtors' accountants. The Debtors' claims
agent is Donlin, Recano & Co. Inc.
The Debtor disclosed assets of $1.72 billion plus undisclosed
amounts and liabilities of $1.08 billion plus undisclosed
amounts.
A committee of unsecured creditors has not been appointed in the
case due to insufficient response to the U.S. Trustee's
communication/contact for service on the committee.
Judge Brendan Linehan Shannon on March 16, 2015, confirmed the
Debtors' Second Amended Joint Plan of Reorganization. The Plan
incorporates the settlement among the Debtors, First American
Title
Insurance Company, and their contractors Amec Foster
Wheeler North America, Kvaerner, and Siemens Energy, Inc.
MALIBU ASSOCIATES: Amends Schedule of Unsecured Claims
------------------------------------------------------
Malibu Associates, LLC, amended its schedule of creditors holding
unsecured nonpriority claims. The amended schedule provides that
unsecured nonpriority claims now total $161,767.
The Debtor also filed an amended statement of financial affairs to
provide, among other things, that business income was $2,753,119 in
2013, $1,754,810 in 2014, and $0 in 2015 (year to date).
Copies of the Amended Schedules are available for free at:
http://bankrupt.com/misc/Malibu_Ass_Am_Sked_F.pdf
The Debtor in the original iteration of its schedules of assets and
liabilities disclosed these amounts:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $75,900,000
B. Personal Property $285,948
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $47,704,477
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-priority
Claims $122,807
----------- -----------
TOTAL $76,185,948 $47,827,283
About Malibu Associates
Headquartered in Malibu, California, Malibu Associates, LLC, owns
the Malibu Golf Club. The club has a restaurant and clubhouse, in
addition to an 18-hole golf course, on its 650-acre property in
the Santa Monica Mountains.
Malibu Associates sought Chapter 11 protection (Barnk. C.D. Cal.
Case No. 15-10477) in Santa Barbara, California, on March 10,
2015, disclosing $76.2 million in total assets and $47.8 million in
total liabilities. Thomas Hix, the managing member of the Debtor,
signed the bankruptcy petition.
The Debtor owns real property located at 901 Encinal Canyon Road,
Malibu, California. The property secures a $46.8 million debt to
U.S. Bank, National Association, which is secured by a first deed
of trust on the property. The Los Angeles County Treasurer and
Tax Collector is also owed $459,800, secured by a tax lien on the
property.
The case is assigned to Judge Deborah J. Saltzman. David L. Neale,
Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles,
serves as counsel to the Debtor.
The Debtor previously sought bankruptcy protection on Nov. 3, 2009,
in the Central District of California, San Fernando Valley Division
(Bankr. C.D. Cal. Case No. No. 9-24625). That case was assigned
to the Honorable Maureen A. Tighe, but was later dismissed. The
real property in Malibu was included in the prior filing.
MALIBU ASSOCIATES: Proposes Levene Neale as Bankruptcy Counsel
--------------------------------------------------------------
Malibu Associates, LLC, filed with the U.S. Bankruptcy Court for
the Central District of California, an application to employ
Levene, Neale, Bender, Yoo & Brill L.L.P., as its bankruptcy
counsel, effective as of March 10, 2015.
The Debtor has decided that Levene Neale is the ideal bankruptcy
counsel to represent it, taking into account firm size, experience,
skill level and cost.
The Debtor seeks to employ Levene Neale as its bankruptcy counsel
to render, among others, these types of professional services:
a. advise the Debtor with regard to the requirements of the
Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the
Office of the United States Trustee as they pertain to the
Debtor;
b. advise the Debtor with regard to certain rights and remedies
of its bankruptcy estate and the rights, claims and
interests of creditors;
c. represent the Debtor in any proceeding or hearing in the
Bankruptcy Court involving its estate unless the Debtor is
represented in such proceeding or hearing by other special
counsel;
d. conduct examinations of witnesses, claimants or adverse
parties and represent the Debtor in any adversary proceeding
except to the extent that any such adversary proceeding is
in an area outside of the Firm's expertise or which is
beyond the Firm's staffing capabilities;
e. prepare and assist the Debtor in the preparation of reports,
applications, pleadings and orders including, but not
limited to, applications to employ professionals, interim
statements and operating reports, initial filing
requirements, schedules and statement of financial affairs,
lease pleadings, cash collateral pleadings, financing
pleadings, and pleadings with respect to the Debtor's use,
sale or lease of property outside the ordinary course of
business;
f. represent the Debtor with regard to obtaining use of the
debtor-in-possession financing and/or cash collateral
including, but not limited to, negotiating and seeking
Bankruptcy Court approval of any debtor-in-possession
financing and/or cash collateral pleading or stipulation and
preparing any pleadings relating to obtaining use of debtor
in possession financing and/or cash collateral;
g. if appropriate, assist the Debtor in the negotiation,
formulation, preparation and confirmation of a plan of
reorganization and the preparation and approval of a
disclosure statement in respect of the plan; and
h. perform any other services which may be appropriate in
the Firm's representation of the Debtor during its
bankruptcy case.
Levene Neale will bill for its services in accordance with its
standard hourly billing rates. The Firm will also seek
reimbursement of necessary and actual expenses associated with its
engagement.
David L. Neale and Lindsey L. Smith will be the primary Levene
Neale attorneys responsible for the representation of the Debtor
during its Chapter 11 case.
The firm's hourly rates are:
2015 Rates
----------
David W. Levene $595
David L. Neale $595
Ron Bender $595
Martin J. Brill $595
Timothy J. Yoo $595
Gary E. Klausner $595
Edward M. Wolkowitz $595
David B. Golubchik $595
Beth Ann R. Young $575
Monica Y. Kim $575
Daniel H. Reiss $575
Irving M. Gross $575
Philip A. Gasteier $575
Kurt Ramlo $575
Jacqueline L. Rodriguez $555
Juliet Y. Oh $555
Michelle S. Grimberg $555
Todd M. Arnold $555
Todd A. Frealy $555
Carmela T. Pagay $535
Anthony A. Friedman $495
Krikor j. Meshefejian $490
John-Patrick M. Fritz $490
Lindsey L. Smith $390
Jeffrey Kwong $295
Paraprofessionals $225
During the one-year period prior to the Petition Date, the Debtor
paid a total sum of $97,136 as retainer payments to Levene Neale
for legal services in contemplation of and in connection with the
Debtor's Chapter 11 case, inclusive of the Debtor's $1,717 chapter
11 bankruptcy filing fee.
Mr. Neale assures the Court that Levene Neale does not hold or
represent any interest materially adverse to the Debtor or the
Debtor's estate, and that the Firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.
About Malibu Associates
Headquartered in Malibu, California, Malibu Associates, LLC, owns
the Malibu Golf Club. The club has a restaurant and clubhouse, in
addition to an 18-hole golf course, on its 650-acre property in
the Santa Monica Mountains.
Malibu Associates sought Chapter 11 protection (Barnk. C.D. Cal.
Case No. 15-10477) in Santa Barbara, California, on March 10,
2015, disclosing $76.2 million in total assets and $47.8 million
in
total liabilities. Thomas Hix, the managing member of the Debtor,
signed the bankruptcy petition.
The Debtor owns real property located at 901 Encinal Canyon Road,
Malibu, California. The property secures a $46.8 million debt to
U.S. Bank, National Association, which is secured by a first deed
of trust on the property. The Los Angeles County Treasurer and
Tax Collector is also owed $459,800, secured by a tax lien on the
property.
The case is assigned to Judge Deborah J. Saltzman. David L. Neale,
Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles,
serves as counsel to the Debtor.
The Debtor previously sought bankruptcy protection on Nov. 3, 2009,
in the Central District of California, San Fernando Valley Division
(Bankr. C.D. Cal. Case No. No. 9-24625). That case was assigned
to the Honorable Maureen A. Tighe, but was later dismissed. The
real property in Malibu was included in the prior filing.
MATHESON FLIGHT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Matheson Flight Extenders, Inc.
c/o Matheson Trucking, Inc.
100 Glen Carran Circle
Sparks, NV 89431
Case No.: 15-50541
Chapter 11 Petition Date: April 19, 2015
Court: United States Bankruptcy Court
District of Nevada (Reno)
Debtor's Counsel: Jeffery L Hartman, Esq.
HARTMAN & HARTMAN
510 West Plumb Lane, Ste B
Reno, NV 89509
Tel: (775) 324-2800
Fax: (775) 324-1818
Email: jlh@bankruptcyreno.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Daniel Maue, chief financial officer.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb15-50541.pdf
MF GLOBAL: PwC to Pay $65 Million to Settle Lawsuit
---------------------------------------------------
Michael Rapoport at The Daily Bankruptcy Review reports that
PricewaterhouseCoopers LLP agreed Friday to pay $65 million to
settle litigation over MF Global Holdings Ltd. which claimed PwC
failed to properly audit the brokerage firm's internal controls
before it collapsed into bankruptcy in 2011.
MF Global shareholders had sued the Big Four accounting firm in
2012, contending that PwC's audits gave MF Global a clean bill of
health even though the accounting firm knew or should have known
that the firm's financial statements were erroneous and its
internal controls weren't effective, according to The Daily
Bankruptcy Review.
About MF Global
New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world. The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York. MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.
On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.
On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases. At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.
On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810). On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.
On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel. The Garden City Group, Inc., serves as
claims and noticing agent. The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.
The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.
The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.
In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets. Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan. As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%. Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company. As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee. Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.
MISSISSIPPI PHOSPHATES: May Hold Auction for Assets on May 12
-------------------------------------------------------------
Mississippi Phosphates Corp. may hold an auction for its assets on
May 12, 2015, if it receives an offer from more than one buyer,
according to court filings.
An auction for most of Mississippi Phosphates' assets was supposed
to be conducted last month but the company rescheduled it to May
12. The hearing to consider the sale of the assets to the winning
bidder has also been moved to May 22.
The new bidding process approved by U.S. Bankruptcy Judge Katharine
Samson sets a May 5 deadline for potential buyers to make an offer.
A bid must be accompanied by a cash deposit, which is 10% of the
purchase price to be paid.
Mississippi Phosphates will notify bidders on or before May 8 if
they are qualified to take part at the auction.
STUW LLC, agent for the lenders that extended $5 million loan to
get the company through bankruptcy, can participate at the auction
and purchase the assets through a credit bid.
The bidding process requires the winning bidder to complete the
sale by June 5, according to court filings.
About Mississippi Phosphates
Mississippi Phosphates Corporation is a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer. MPC, which was formed
as a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in
its 1990 bankruptcy. Phosphate rock, the primary raw material used
in the production of DAP, is being supplied by OCP S.A., a
corporation owned by the Kingdom of Morocco.
The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.
As of Oct. 27, 2014, MPC has a work force of 250 employees, broken
into 224 regular employees and 26 "nested" third-party contract
employees.
MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and
Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy
protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27,
2014. Judge Katharine M. Samson is assigned to the cases.
Mississippi Phosphates disclosed $98.8 million in assets and $141
million plus an unknown amount in liabilities. Affiliates Ammonia
Tank and Sulfuric Acid Tanks each estimated $1 million to $10
million in both assets and liabilities.
The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler
Snow LLP as counsel. The official committee of unsecured creditors
tapped Burr & Forman LLP as its counsel.
MJ HOLDINGS: Paritz & Company Expresses Going Concern Doubt
-----------------------------------------------------------
MJ Holdings, Inc., filed with the U.S. Securities and Exchange
Commission on March 30, 2015, its annual report on Form 10-K for
the year ended Dec. 31, 2014.
Paritz & Company, P.A., expressed substantial doubt about the
Company's ability to continue as a going concern, citing that there
is no guarantee that the Company will be able to raise additional
capital or sell any of its products or services at a profit. The
Company also had an accumulated deficit of $1.34 million as of Dec.
31, 2014.
The Company reported a net loss of $1.16 million on $108,900 of
rental income for the year ended Dec. 31, 2014, compared to a net
loss of $32,900 on $nil of rental income in 2013.
The Company's balance sheet at Dec. 31, 2014, showed $3.41 million
in total assets, $2.1 million in total liabilities, and
stockholders' equity of $1.32 million.
A copy of the Form 10-K is available at:
http://is.gd/Stv4Nu
MJ Holdings, Inc., acquires and leases real estate to licensed
marijuana operators, including but not limited to providing
complete turnkey growing space and related facilities to licensed
marijuana growers and dispensary owners.
MOOD MEDIA: S&P Cuts Corporate Credit Rating to 'CCC+'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Canada-based in-store media company Mood Media Corp. to
'CCC+' from 'B-'. The outlook is negative.
"At the same time, we lowered the issue-level rating on the
company's senior secured credit facility to 'B' from 'B+'. The
recovery rating remains '1', indicating our expectation for very
high (90% to 100%) recovery for debt holders in the event of
default. We also lowered the issue-level rating on the company's
senior unsecured notes to 'CCC' from 'CCC+'. The recovery rating
remains '5', indicating our expectation for modest (10% to 30%;
higher end of the range) recovery in the event of default,"
Standard & Poor's said.
"Despite cost savings initiatives, we expect that Mood Media's
leverage will remain high in the mid-6x area and discretionary cash
flow will remain slightly negative in 2015," said Standard & Poor's
credit analyst Heidi Zhang."
"Our negative outlook on Mood Media reflects the company's high
debt leverage and low discretionary cash flow generation, which we
believe could result in significant refinancing risk and
uncertainty about the long-term viability of its capital
structure."
"We could lower the rating if discretionary cash flow continues to
be under $10 million per year without signs of significant
improvement in advance of the 2019 term loan maturity. We could
also lower the rating if it becomes apparent that ongoing
discretionary cash flow deficits will consume liquidity sources,
leading us to expect a liquidity crisis or a violation of financial
covenants in the next 12 months. This scenario could incorporate
ongoing declines in revenue, additional restructuring charges, and
a high interest expense burden, potentially exacerbated by the
company refinancing its October 2015 convertible debentures with
high coupon debt."
"Although unlikely over the next two to three years, we could raise
the rating on Mood Media to 'B-' if the company is able to achieve
significant top-line growth and discretionary cash flow greater
than $20 million per year, with discretionary cash flow to debt
improving to about 4% to 5% on a sustained basis. An upgrade would
also entail the company establishing at least a 10% EBITDA margin
of compliance against its covenants."
NATIONAL POOL: 3rd Cir. Affirms Summary Judgment for AMS
--------------------------------------------------------
In the case captioned SCOTT C. PYFER, Liquidating Trustee for
National Pool Construction, Inc., Appellant, v. AMERICAN MANAGEMENT
SERVICES, INC.; T.R. GRAY LLC; JAMES WORTHINGTON; TD BANK N.A. and
T.D. AUTO FINANCE, as successors in interest to CHRYSLER FINANCIAL
CORP; AVALON BAY COMMUNITIES, INC., NO. 14-1257 (3rd Cir.), the
U.S. Court of Appeals for the Third Circuit affirmed the bankruptcy
court's grant of summary judgment in favor of a former management
consultant to the National Pool Construction, Inc.
The appellate court found that summary judgment was not improperly
granted "by default" or as a sanction, but because American
Management Services, Inc. met the requisite standards and the
Liquidating Trustee's opposition was substantially insufficient.
Pursuant to the confirmed plan of reorganization in National Pool's
Chapter 11 bankruptcy proceeding, a liquidating trust was formed
for the benefit of certain of the company's creditors. Pyfer was
appointed Liquidating Trustee. On September 16, 2011, the Trustee
filed an adversary proceeding against American Management Services
and several others, seeking to avoid and recover allegedly
fraudulent transfers under the Bankruptcy Code and New Jersey's
Uniform Fraudulent Transfer Act. The Trustee alleged that payments
National Pool made to AMS from October 2005 to August 2006 under an
agreement for AMS's consulting services were avoidable fraudulent
transfers.
A copy of the April 2, 2015 opinion penned by Circuit Judge Barry
is available at http://is.gd/oYSJB4from Leagle.com.
Robbinsville, New Jersey-based National Pool Construction, Inc. --
dba National Pools & Spas; and National Award Winning Pools &
Spas -- filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No.
09-34394) on Sept. 16, 2009. Judge Kathryn C. Ferguson oversees
the case. Peter Broege, Esq., at Broege, Neumann, Fischer &
Shaver, represented the Debtor. The Debtor scheduled total assets
of $2,437,219, and total debts of $2,628,531. The petition was
signed by Ronald Burrell, president of the Company.
A liquidating trust was formed pursuant to the Debtor's confirmed
plan of reorganization for the benefit of certain of the company's
creditors. Scott C. Pyfer was appointed Liquidating Trustee. The
Plan was declared effective Aug. 29, 2011. Courtney A. Schael,
Esq., at Ashford Schael LLC, in Westfield, represents the Trust.
NCN GROUP: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: NCN Group, Inc.
Attn: Nicholas Hiransomboon
P.O. Box 37134
Houston, TX 77237-7134
Case No.: 15-32153
Type of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 19, 2015
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Marvin Isgur
Debtor's Counsel: Joseph G Soliz, Esq.
THE SOLIZ LAW FIRM PLLC
5201 Memorial Dr., Unit 343
Houston, TX 77007
Tel: 713-228-8922
Fax: 713-228-8959
Email: jsoliz@aol.com
Estimated Assets: $1 million to $10 million
Estimated Debts: $1 million to $10 million
The petition was signed by Nicholas Hiransomboon, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
NPC INT'L: S&P Cuts CCR to 'B-' & Secured Loans Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Overland Park, Kansas-based NPC International Inc. to
'B-' from 'B'. The outlook is stable.
S&P said, "We also lowered our issue-level ratings on the company's
revolver and term loan to 'B-' from 'B'. The '3' recovery ratings
on these facilities remain unchanged, indicating our expectation
for meaningful recovery in the event of a payment default. Our
recovery expectations are in the lower half of the 50% to 70%."
"We also lowered our issue-level rating on the senior notes to
'CCC' from 'CCC+'. The '6' recovery rating on the senior notes
remains unchanged, indicating our expectation for negligible
(0%-10%) recovery in the event of default."
"The downgrade reflects NPC's persistently weak operating results
as a brand relaunch called the "Flavor of Now" at Pizza Hut failed
to resonate with customers enough to restore comparable-store sales
trends in recent quarters. Comparable-store sales instead declined
3.7% at Pizza Hut in 2014, the same as 2013," said credit analyst
Diya Iyer. "Additionally, continued meat and cheese cost inflation
and increased insurance expenses drove adjusted EBITDA margin down
360 basis points (bps) and adjusted EBITDA down 15%, pushing debt
leverage up to 6.1x from 4.5x a year ago and interest coverage down
to 2.6x from 3.2x a year ago."
"The stable outlook reflects our expectation that weak traffic
trends and limited cost savings will continue to pressure operating
performance in the next 12 months, causing credit metrics to remain
flat. While the company continues to reposition its brand and
improve menu items, we expect significant ongoing industry and
promotional competition in the coming year."
"We also expect the company to maintain "adequate" liquidity and
covenant cushions in the coming year."
"We could lower our rating if NPC's operating performance continues
to weaken as a result of negative same-store sales amid increased
competitive pressure—especially in the pizza industry—or if
commodity price deflation is lower than we expect at Pizza Hut,
causing NPC's gross margin to continue to erode rather than improve
in the coming year. This would result in continuing erosion in
liquidity and further weakening in free operating cash flow. A
downgrade could also result from continued thinning of the
company's leverage covenant cushion, remaining below 15% rather
than improving to the 20% range by year end based on our
expectations."
"Although an upgrade is unlikely over the near term given our view
of NPC's challenged position within the pizza industry, we could
consider such an action if the company can sustain positive
same-store sales and stable gross margins, resulting in leverage in
the mid-4.0x range and coverage in the mid-3.0x range on a
sustained basis. We would also consider an outlook revision if the
company lowers debt levels and consequently, interest expense,"
said S&P.
NW VALLEY: Can Hire Asset Insight as Real Estate Appraiser
----------------------------------------------------------
NW Valley Holdings LLC obtained an order from Judge August B.
Landis authorizing its employment of Asset Insight of Nevada as
real estate appraiser for its remaining real property, nunc pro
tunc to Feb. 4, 2015.
Asset Insight will be paid a $2,500 flat fee for its services,
payable prior to the completion of the anticipated services.
Christopher C. Lauger of Asset Insight assures 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 Debtor.
Asset Insight can be reached at:
ASSET INSIGHT OF NEVADA
Christopher C. Lauger
P.O. Box 370784
Las Vegas, NV 89137
Tel: (702)275-8218
Fax: (866)645-8395
E-mail: chris@assetnv.com
About NW Valley Holdings
NW Valley Holdings LLC was organized on Feb. 12, 2014, to provide a
vehicle and a process for its managers and members, who were all
homebuilders and other property developers, to group together and
make a joint bid to acquire certain real property consisting of
1,710.86 gross acres located in the City of Las Vegas, Nevada at a
Bureau of Land Management auction, and on which they intended to
develop a master-planned community. A syndicate of lenders led by
Wachovia Bank, N.A., as administrative agent, agreed to provide
$565,000,000 to finance the acquisition and develop the property.
The great recession and financial crisis of 2007 to 2008 hit. In
September 2008, a trustee's deed upon sale was recorded, thereby
evidencing the transfer of the property for a credit bid of $5
million to an entity called KAG Property, LLC, as successor to
Wachovia's rights under the loan. The trustee's deed excluded any
portion of the property "lying within the U.S. Highway 95/Rancho
Drive as it presently exists." The remaining real property
consists of 6 very small parcels of property directly under or
immediately adjacent to the U.S. Highway 95.
In May 2013, Wells Fargo, successor by merger to Wachovia, sold all
of its rights and interests in the loan and KAG Property to
affiliates of Kyle Partners, LLC. Kyle Agent, LLC, was named
successor administrative agent. Kyle Partners owns 89% of the
beneficial interest of any remaining amounts owing under the credit
agreement.
KEH acquired an aggregate 90.41% of the membership interests in the
Company. The Kimball Hill Trusts hold the remaining 9.59%.
NW Valley Holdings LLC filed a Chapter 11 bankruptcy petition
(Bank. D. Nev. Case No. 15-10116) on Jan. 10, 2015. The petition
was signed by Charles C. Reardon, senior managing director of
Asgaard Capital, LLC, as manager. The Debtor disclosed assets of
$815,000 and liabilities of $428 million. Judge August B. Landis
is assigned to the case.
The Debtor has tapped Larson & Zirzow, LLC, as general bankruptcy
counsel. The Debtor also hired Asset Insight of Nevada as real
property appraiser to provide an appraisal of the Remaining Real
Property. The Debtor has tapped David R. Black, CPA, as its
accountant.
NW VALLEY: Court OKs Asgaard Capital as Manager
-----------------------------------------------
NW Valley Holdings LLC sought and obtained authority from the U.S.
Bankruptcy Court for the District of Nevada to employ Asgaard
Capital, LLC, as manager and Charles C. Reardon as a "responsible
person" for the Debtor.
Asgaard is a boutique, middle-market financial advisory firm based
in Tysons Corner, Virginia. Mr. Reardon is the founder and senior
managing director of Asgaard, and is an investment banker and
business executive specializing in distressed M&A and turnaround
transactions.
Asgaard, as manager to the Debtor, will render these services:
a. speak and meet with personnel affiliated with the Debtor,
its equity holders, creditors and other parties to
familiarize with the business, operations and prospects of
the Debtor;
b. workwith the Debtor and its counsel to effectuate wind-down
or restructuring of the Debtor;
c. if applicable, assist the Debtor in any litigation matters;
d. maintain books and records of the Debtor, with the
assistance of professionals that may be necessary;
e. if adequate historical records and tax returns are
available, file tax returns;
f. advise and attend meetings of the Debtor's members, creditor
groups, and other constituencies to discuss the
restructuring or wind-down; and
g. provide additional services or assistance as may reasonably
be necessary to effectuate the restructuring or winddown of
the Debtors.
Asgaard will charge hourly rates for its services, ranging from
$750 for Mr. Reardon, $525 for senior vice presidents, $250 for
associates, and $175 for analysts.
Prior to the Petition Date, Asgaard received a security retainer in
the sum of $25,000 for pre- and post-petition services in
connection with the Debtor's restructuring and proposed bankruptcy
case. Of this sum, Asgaard billed and was paid the sum of $24,112
prior to the Petition, and Asgaard currently holds a retainer in
the sum of $888.
While the Court has granted the Debtor's employment application of
Asgaard, the inclusion of David R. Black, CPA, as an independent
contractor of Asgaard is denied without prejudice to Mr. Black's
filing its own separate retention application.
Mr. David Black is seeking an hourly rate of $525, as senior vice
president, although he is not an employee of Asgaard but rather an
independent contractor who Asgaard will utilize to assist in the
engagement.
About NW Valley Holdings
NW Valley Holdings LLC, formerly known as Kyle Acquisition Group
LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case
No. 15-10116) on Jan. 10, 2015, without stating a reason.
The Debtor is represented by Matthew C. Zirzow, Esq., at Larson &
Zirzow, in Las Vegas. Asgaard Capital, LLC, serves as manager of
the Debtor.
The Debtor disclosed total assets of $722,344, and total
liabilities of $428,200,000 in its schedules.
* * *
The deadline for filing claims in the Debtor's case is May 13,
2015.
OPTIMAS OE: Moody's Assigns First Time 'B3' CFR, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service assigned a first-time B3 Corporate Family
Rating and a B3-PD Probability of Default Rating to Optimas OE
Solutions Holding, LLC. This rating action comes after American
Industrial Partners ("AIP") agreed to acquire Anixter's OEM Supply
segment and rename it 'Optimas OE Solutions'. In a related rating
action, Moody's assigned a B3 rating to the Company's proposed
6-year $225 million Senior Secured Notes. The rating outlook is
stable.
Optimas as a standalone company is a leading global distributor of
engineered fasteners and other small components to commercial
vehicle, luxury automakers, and power generation equipment
companies. The Company has customers in over 15 countries with
longstanding (12 years plus) relationships with its 10 largest
customers. Optimas' business includes 74 distribution centers and
more than 1,900 employees worldwide. Existing management will
remain in place, with Ian Clarke as President and Chief Executive
Officer. The Company's headquarters will remain in Glenview,
Illinois. Optimas had $938.2 million in revenues in 2014.
AIP is acquiring Optimas for approximately $380 million, excluding
transaction fees. Optimas' new capital structure will consist of:
-- 6-year 225 million of Senior Secured Notes
-- 5-year 12.5 million of drawn ABL Revolving Credit Facility
($150 million total facility)
-- $161.6 million Common Equity contribution from AIP
The following ratings will be affected by this action:
-- Corporate Family Rating assigned B3;
-- Probability of Default Rating assigned B3-PD;
-- 6-year Senior Secured Notes assigned B3 (LGD4)
Optimas' B3 CFR reflects the Company's leadership position in its
industry with adequate cash flow generation and liquidity, but this
rating is constrained by the Company's low profit margins in a
sector with reliance on large, price-sensitive customers. Moody's
views Optimas' service offerings as consistent with those of
distribution companies that supply low-margin products to its
clients. Moody's also take into account the expected execution
risks associated with a recently carved-out company becoming an
independent entity. Additionally, the Company's capital structure
following the buyout by AIP is somewhat high relative to the Global
Distribution and Supply Chain Services methodology. Balance sheet
debt will be approximately $237.5 million at closing, resulting in
a pro forma leverage (Debt/Adj. EBITDA) of 5.3x. All our
calculations include Moody's standard lease adjustments.
The B3 rating for Optimas' Senior Secured Notes reflects our view
that this debt instrument is in line with the overall CFR. The only
other existing debt for Optimas will be its $150 million ABL
revolver which is not anticipated to be heavily drawn in the near
future. The ABL facility will have a first priority lien and
security on all liquid assets (bank accounts, inventory,
receivables, etc.) of the UK and US subsidiaries while the Senior
Secured Notes will have a second priority lien on such assets and
first lien on all the other assets.
If Optimas is successful at implementing its strategic operating
changes, which include 1) cost savings initiatives from reduced
procurement costs, 2) consolidation of SKUs to fewer suppliers, 3)
a shift to more direct purchasing from manufacturers, and 4) an
increase in internally manufactured products the Company should be
able to see mild deleveraging with Debt-to-EBITDA approaching 5x by
year-end 2016. The cash burden from Moody's adjusted interest
payments for the proposed debt will approach nearly $25 million
annually, which could significantly impact Optimas' ability to
reduce future revolver drawdowns. Despite the significant amount of
balance sheet debt and related interest expense, Moody's expect
Interest Coverage (EBITDA-CAPEX-to-Interest Expense) to be around
1.7x over the next 12 to 18 months.
In terms of liquidity profile, Optimas should be able to maintain
sufficient liquidity in the coming 12 months and have adequate
capacity to generate free cash flow while continuing to benefit
from ample revolver availability. Moody's expect Optimas to have
sufficient financial flexibility to effectively meet its debt
service requirements with Moody's adjusted Free Cash Flow around
$18 million by year-end 2016.
Moody's expects Optimas to be able to mitigate some of the risk
from its leveraged capital structure from the following
considerations:
(1) The Company benefits from a sound cash flow generating
business with relatively low annual maintenance capital
expenditures. Management is committed to achieving inventory
turns of 4x annually, which would contribute to strengthen
Optimas' Free Cash Flow generation.
(2) Fasteners and Class C components, Optimas' main products,
are key components in a wide array of uses in several end
markets. In turn, these end markets (North American
commercial vehicles, global luxury autos, agricultural
equipment, etc.) are expected to perform well over the
following years given macroeconomic factors such as the
ongoing economic recovery in Europe, demand for newer
commercial vehicles in the US and increasing global demand.
(3) Although end markets do impact Optimas' business, the
Company emphasizes its individual customer performance as
the main driver of Optimas' future growth. As such, Optimas
places significant relevance on its longstanding customer
relationships and its leadership position in the integrated
full service provider business segment worldwide. Moody's
anticipate to see gross margins around the 25.5% mark in the
coming years.
What Could Change the Rating -- UP:
Moody's does not anticipate any positive rating actions in the near
term for Optimas given the Company's substantial leverage levels
and low profit margins. However, an upgrade of Optimas' rating
would be possible if operating performance improved metrics that
validate Moody's forward-looking analysis, such Return on Assets
("ROA") above 5%, (EBITDA - CAPEX)/interest expense approaching
2.5x and debt-to-EBITDA sustained below 4.25x (all ratios would
incorporate Moody's standard adjustments). An improvement in the
Company's liquidity profile would also support positive rating
actions.
What Could Change the Rating -- DOWN:
A downgrade for Optimas would be possible if the Company's
financial and operating performance deteriorates resulting in
(EBITDA - CAPEX)/interest expense falling below 1.5x or/and
Debt-to-EBITDA levels remaining above 5.0x. Any corporate
activities such as debt-financed acquisitions or special dividends
to their private equity that would increase Optimas' debt levels or
damage its liquidity profile could certainly place downward
pressure on the rating.
The principal methodology used in these ratings was Global
Distribution & Supply Chain Services published in November 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.
PARK 91: Files for Ch. 11 to Stop NY Townhouse's Foreclosure Sale
-----------------------------------------------------------------
Park 91 LLC, owner of a 130-year-old townhouse located at Park
Avenue, New York, has commenced a Chapter 11 bankruptcy case to
halt a foreclosure sale commenced by its secured creditor.
The Debtor, with the assistance of Town Residential, a real estate
broker, has been attempting to market and sell the Townhouse since
December 2014. The Debtor believes an organized and structured
sale process will result in a sale of the Townhouse for a price
well in excess of the mortgages encumbering the Townhouse.
The Debtor purchased the Townhouse in 2004, at which time the
Debtor became obligated to First Republic Bank in the amount of
$4,000,000, in accordance with a consolidated note dated Nov. 6,
2004. In 2008, First Republic assigned the note to Signature Bank.
Soon thereafter, pursuant to a Mortgage Note, Signature Bank
loaned an additional $3,000,000 to the Debtor on or about Feb. 17,
2009. The notes were consolidated into an Amended and Restated
Mortgage Note in the total amount of $7,000,000 as of Feb. 17, 2009
(the "Restated Note"). The Restated Note was secured by a mortgage
on the Townhouse in favor of Signature Bank. As of the Petition
Date, the Debtor believes the total amount outstanding on the
Restated Note is $9 million.
In addition, the Debtor is obligated to Surya Capital LLC in the
amount of $750,000 pursuant to a note that is secured by a second
mortgage (the "Second Mortgage") on the Townhouse.
2013 NY Funding I, LLC, which acquired the Restated Note from
Signature Bank, commenced a foreclosure action styled as 2013 NY
Funding LLC v. Park 91 LLC, Michael Gardner, Lynda Gardner, and New
York State Department of Taxation and Finance, Index No.
850063/13.
On January 9, 2015, the Court in the Foreclosure Action entered a
Judgment of Foreclosure and Sale in favor of the Secured Creditor.
A foreclosure sale was scheduled for April 22, 2015.
The Debtor says it's still in the process of determining whether it
has any unsecured creditors.
Michael Gardner is the Debtor's managing member with a 99%
membership interest in the Debtor, while his wife, Lynda Gardner,
owns a 1% membership interest in the Debtor. They both reside in
the Townhouse.
According to Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin
LLP, in New York, the Debtor will explore all possible avenues to
maximize value in the Debtor's case. Among other things, the
Debtor will consider (i) a sale of the Townhouse pursuant to an
organized and structured sale process pursuant to section 363(b) of
the Bankruptcy Code, (ii) enter into negotiations with the Secured
Creditor and/or refinance the Restated Note, in light of the
significant equity cushion, and (iii) proposal of a plan of
reorganization which treats all creditors in a fair and equitable
manner consistent with the provisions of the Bankruptcy Code.
To the extent a plan is the best option for the Debtor's estate,
the Debtor believes that a plan could be confirmable even if the
Secured Creditor votes its claim against the plan as the holder of
the Second Mortgage with a secured claim in the amount of $750,000
could vote in favor of the plan thereby satisfying Sec. 1129(a)(10)
of the Bankruptcy Code. The Debtor believes the Townhouse has
significant equity which can provide adequate protection to the
Secured Creditor.
The Debtor believes the property is worth $15 million.
About Park 91
Park 91 LLC is the fee simple owner of a townhouse located at 1145
Park Avenue, New York. The townhouse is located in the Carnegie
Hill Historic District on Park Avenue and 91st Street. The
Townhouse was built in 1885 and redesigned in 1903 by Emery Roth,
one of the most famous architects of his time. The townhouse has
approximately 5,200 square feet and is comprised 4.5 stories in one
of the most desirable locations in Manhattan.
Park 91 sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 15-10957) in Manhattan on April 17, 2015. The case is
assigned to Judge James L. Garrity Jr.
The Debtor is represented by Scott S. Markowitz, Esq., at Tarter
Krinsky & Drogin LLP, in New York.
According to the docket, the Chapter 11 plan and disclosure
statement are due by Aug. 17, 2015. The initial case conference is
due by May 18, 2015.
PARK 91: Files Schedules of Assets and Liabilities
--------------------------------------------------
Park 91 LLC, owner of a 130-year-old townhouse located at Park
Avenue, New York, says the property is worth $15 million. 2013 NY
Funding LLC is owed $8.9 million, secured by a first mortgage on
the property. Another creditor, Surya Capital LLC is owed
$750,000, secured by a second mortgage.
The Debtor only filed its schedule of real property (Schedule A)
and list of creditors holding secured claims (Schedule D). The
Debtor says it has no creditors holding unsecured priority claims
(Schedule E). The Debtor did not file a summary of schedules, list
of personal property (Schedule B) and a list of creditors holding
unsecured non-priority claims (Schedule F).
A copy of the document is available for free at:
http://bankrupt.com/misc/Park_91_Partial_SAL.pdf
About Park 91
Park 91 LLC is the fee simple owner of a townhouse located at 1145
Park Avenue, New York. The townhouse is located in the Carnegie
Hill Historic District on Park Avenue and 91st Street. The
Townhouse was built in 1885 and redesigned in 1903 by Emery Roth,
one of the most famous architects of his time. The townhouse has
approximately 5,200 square feet and is comprised 4.5 stories in one
of the most desirable locations in Manhattan.
Park 91 sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 15-10957) in Manhattan on April 17, 2015. The case is
assigned to Judge James L. Garrity Jr.
The Debtor is represented by Scott S. Markowitz, Esq., at Tarter
Krinsky & Drogin LLP, in New York.
According to the docket, the Chapter 11 plan and disclosure
statement are due by Aug. 17, 2015. The initial case conference is
due by May 18, 2015.
POINT BLANK: Asks for Approval of Settlement With Class Plaintiffs
------------------------------------------------------------------
SS Body Armor I, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to approve their settlement agreement with
plaintiffs in a litigation against the Debtors ex-CEO David Brooks.
The Debtors ask the Court to approve the settlement
notwithstanding the objections filed by the official committee of
equity holders.
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, the
attorney for the Debtors, says that the Settlement Agreement
presents a singular opportunity for the Debtors to exit Chapter 11
and maximize value for all of their bankruptcy constituencies.
Plan exclusivity expired in October 2011, yet no other interested
parties have come forward with a viable alternative.
In addition to, among other things, the immediate $20 million cash
infusion to fund the Chapter 11 plan sponsored by the Debtors and
the Official Committee of Unsecured Creditors, the Settlement
Agreement provides for a resolution of the litigation between the
victims of jailed ex-CEO David Brooks' criminal conduct, including
the competing claims asserted by the Debtors and Plaintiffs to the
approximately $180 million of assets restrained in connection with
the Criminal Action against Brooks. Mr. Brooks was involved in a
massive insider-trading fraud.
To the Official Committee of Equity Security Holders, the
Settlement Agreement is a terrible deal for the Debtors' estates
and their stakeholders, and provides the Plaintiffs with more than
their fair share of the recoveries/proceeds. The Equity Committee
believes that the Debtors will quickly and easily prevail on all of
the litigation matters, and will receive both the $37 million of
escrowed funds and a $117 million restitution award in the near
future.
Ms. Jones describes the Equity Committee's predictions as
single-minded and ignore the very substantial litigation risks to
the Debtors. The Equity Committee, according to Ms. Jones, also
ignores the significant protections the Settlement Agreement
provides to the Debtors, which include, among other things,
withdrawal of the class action claims against the Debtors. Ms.
Jones says that the claims, contrary to the Equity Committee's
assertions, in all likelihood would not be barred by any
restitution award to the Plaintiffs and, if allowed in anywhere
near the full amount claimed by the Plaintiffs ($186 million) would
substantially dilute any recovery, not to the Debtors' creditors,
but to the Debtors' equity interest holders.
Mr. Brooks claims that the Debtors are not entitled to any
restitution award, and claims that he -- not the Debtors or the
Plaintiffs -- is entitled to the Escrowed Funds. Mr. Brooks
contends that he funded the $22,325,000 portion of the Escrowed
Funds. Mr. Brooks says that the Settlement Agreement is unfair to
him because he purportedly "is not part of the new settlement."
Ms. Jones argues that Mr. Brooks, like every other former officer
or director of the Debtors named in the class and derivative
actions -- including former directors, who now support the
Settlement Agreement -- is achieving the benefit of the bargain
he expected to receive under the EDNY Stipulation, as Mr. Brooks
and the other defendants in the Class and Derivative Actions will
be dismissed with prejudice from the Class and Derivative Actions,
in exchange for no monetary consideration.
The Creditors' Committee supports the Settlement Agreement.
The Settlement Agreement is the product of months of negotiation
between the only real representatives of the victims of Mr. Brooks'
massive criminal fraud and parties to the history of complex events
and litigation that it has spawned, says NECA-IBEW Pension Fund and
George Baciu, lead plaintiffs in the securities class action
litigation filed in the U.S. District Court for the Eastern
District of New York, on behalf of all persons or entities who
purchased or otherwise acquired certain of the publicly traded
shares of DHB Industries, Inc., predecessor in interest of Debtor
SS Body Armor I, Inc.
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.
PRITHVI CATALYTIC: Court Narrows Claims in Suit v. Microsoft
------------------------------------------------------------
Bankruptcy Judge Gregory L. Taddonio ruled on three separate
motions to dismiss in the case PRITHVI CATALYTIC, INC. n/k/a
ABILIUS, INC., KYKO GLOBAL, INC., and KYKO GLOBAL GMBH, Plaintiffs,
v. MICROSOFT CORPORATION, COLLABERA, INC., BEYONDSOFT CONSULTING,
INC., IAN OLSON, and SHANNON KROHN, Defendants, CASE NO.
13-23855-GLT, ADV. NO. 14-02176-GLT (Bankr. W.D. Pa.).
Prithvi Catalytic, Inc. filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
13-23855) on September 10, 2013. Louis P. Vitti, Esq., at Vitti &
Vitti & Associates, P.C., served as bankruptcy counsel to the
Debtor. In its petition, the Debtor estimated $1 million to $10
million in assets and $10 million to $50 million in liabilities.
The petition was signed by Madhavi Vuppalapati, president and CEO.
The bankruptcy was prompted by a $17,568,854 judgment entered in
favor of Kyko Global, Inc. and Kyko Global GmbH against the Debtor
and its non-debtor affiliates by the U.S. District Court for the
Western District of Washington on September 6, 2013. A First
Amended Chapter 11 Plan was confirmed on May 30, 2014 and became
effective on June 26, 2014.
On August 21, 2014, a complaint was filed alleging that Defendants
conspired and tortiously interfered with the Debtor's contractual
relationships with Microsoft Corporation and its employees. Three
separate motions to dismiss were filed by the Defendants on the
grounds that the Court lacks subject matter jurisdiction,
Plaintiffs failed to state a claim upon which relief can be
granted, and challenging the venue of the proceeding.
In a memorandum opinion dated April 8, 2015 available at
http://is.gd/bIpIT7from Leagle.com, Judge Taddonio:
-- dismissed Counts Four, Nine, and Ten of the Complaint as
to BeyondSoft; and
-– denied all other relief requested in the respective
motions to dismiss.
Timothy P. Palmer, Esq. -- timothy.palmer@bipc.com on behalf of
Prithvi Catalytic, Inc. n/k/a Abilius, Inc.
Richard J. Parks, Esq. -- RJP@Pietragallo.com & Joseph E. Shickich,
Jr. -- jshickich@riddelwilliams.com on behalf of Microsoft
Corporation
Marita Skye Erbeck, Esq. -- Marita.Erbeck@dbr.com on behalf of
Collabera, Inc., Ian Olson & Shannon Krohn David James Morgan, Esq.
on behalf of Beyondsoft Corporation.
RADIOSHACK CORP: Committee Taps Houlihan as Financial Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Radioshack Corporation, et al., asks the Bankruptcy Court
for permission to retain Houlihan Lokey Capital, Inc., as financial
advisor and investment banker, nunc pro tunc, to
Feb. 13, 2015.
Houlihan Lokey will, among other things:
a) analyze business plans and forecasts of the Debtors;
b) evaluate the assets and liabilities of the Debtors; and
c) assess the financial issues and options concerning (i) the
sale of the Debtors, either in whole or in part, and (ii) the
Debtors' chapter 11 plan(s) of reorganization or liquidation or any
other chapter 11 plan(s).
The Committee agrees to pay the firm for its services:
i) a monthly cash fee of $250,000 for the first three months
during the term of the engagement agreement and $175,000
thereafter. The 100% of the monthly fees previously paid on a
timely basis to Houlihan Lokey will be credited against the
deferred fee to which Houlihan Lokey becomes entitled hereunder,
except that, in no event, will such deferred fee be reduced below
zero; and
ii) a deferred fee to be paid in cash of $1,500,000. The
deferred fee will be earned and payable upon (i) the confirmation
of a chapter 11 plan of reorganization or liquidation with respect
to the Debtors or (ii) the closing of a sale transaction under
Section 363 of the Bankruptcy Code, and will be paid on the
effective date of such approved plan or sale closing date.
For the avoidance of doubt, Houlihan Lokey's aggregate cash
compensation from monthly fees and payment of the deferred fee will
not exceed $1,500,000.
The Committee also requests that, subject to application to the
Court, Houlihan Lokey be reimbursed by the Debtors for the fees and
expenses of Houlihan Lokey's legal counsel incurred in connection
with (i) the negotiation and performance of the engagement
agreement and the matters contemplated hereby, (ii) Houlihan
Lokey's employment as a professional person in the Debtors' chapter
11 cases and (iii) the payment of all fees and
expenses due to Houlihan Lokey hereunder, including without
limitation, in connection with fee disputes and objections to
Houlihan Lokey's fees by any party in the Debtors' chapter 11
cases.
Prior to the Petition Date, the Debtors paid Houlihan Lokey
$312,642 as payment for monthly fees and out of pocket expenses in
connection with the Ad Hoc Noteholder Engagement.
Houlihan Lokey is no longer rendering services under the Ad Hoc
Noteholder Engagement, and no amounts are due to Houlihan Lokey
thereunder.
To the best of the Committee's knowledge, Houlihan Lokey is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Radioshack Corporation
Headquartered in Fort Worth, Texas, RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile
technology products and services, as well as products related to
personal and home technology and power supply needs. RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.
RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge
Kevin J. Carey presides over the case.
David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround
advisor. Lazard Freres & Co. LLC is the Debtors' investment
banker. A&G Realty Partners is the Debtors' real estate advisor.
Prime Clerk is the Debtors' claims and noticing agent.
In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.
RADIOSHACK CORP: Cooley LLP OK'd as Committee's M&A Counsel
-----------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Radioshack Corporation, et
al., to retain Cooley LLP as its co-counsel.
On March 23, 2015, the Committee submitted a proposed revised order
to incorporate revisions of the order to address the informal
comments of the U.S. Trustee.
Prior to the objection deadline, the Office of the U.S. Trustee
contacted counsel to the Committee with informal comments in
connection with the application. Other than the informal comments
from the U.S. Trustee, the Committee did not receive any comments
or objections to the application.
A black-lined copy of the revised order is available for free at:
http://bankrupt.com/misc/RadioShack_1443_EXH_Cooleyemploy.pdf
As reported in the Troubled Company Reporter on March 16, 2015, the
Committee selected Cooley to serve as its lead M&A counsel (in a
transactional capacity) and to advise the Committee on issues
involving vendors, landlords, tax, and general business and other
matters relating to Committee and case administration, while Quinn
was selected to be the Committee's co-counsel on issues involving
the Debtors' secured lenders and the Committee's investigation into
the Debtors' prepetition transactions. The Committee requires, and
Quinn and Cooley have agreed, that they will not duplicate services
they will provide to the Committee and any time spent coordinating
among the two firms will be charged to the Debtors' estates at 50%
of each firm's rates. Furthermore, the Committee established a
protocol (the "Protocol") which provides the framework for the
representation of the Committee by Quinn and Cooley.
Cooley will be paid at these hourly rates:
Jay R. Indyke, Partner $1,050
Cathy Hershcopf, Partner $950
Richard S. Kanowitz, Partner $950
Seth Van Aalten, Associate $755
Michael Klein, Associate $755
Robert B. Winning, Associate $655
Jeremy Rothstein, Associate $470
Rebecca Goldstein, Paralegal $300
Cooley will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jay R. Indyke, member of Cooley, assured the Court that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.
About Radioshack Corporation
Headquartered in Fort Worth, Texas, RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile
technology products and services, as well as products related to
personal and home technology and power supply needs. RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.
RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge
Kevin J. Carey presides over the case.
David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround
advisor. Lazard Freres & Co. LLC is the Debtors' investment
banker. A&G Realty Partners is the Debtors' real estate advisor.
Prime Clerk is the Debtors' claims and noticing agent.
In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.
Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139 million in 2012, and net income of $72.2 million in
2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities and a
$63 million total shareholders' deficit.
RADIOSHACK CORP: Reduces MAEVA's Fees to Address Objections
-----------------------------------------------------------
Gregory M. Gordon, on behalf of Radioshack Corporation, et al.,
submitted a letter brief addressing two questions the Court raised
in connection with Radioshack's application to employ MAEVA Group
LLC as financial advisors.
The letter, pursuant to the Court's instruction dated March 19,
2015, related that as an initial matter, they had reached an
agreement with the Official Committee of Unsecured Creditors
pursuant to which MAEVA has agreed to reduce its completion fee by
an additional $1 million from $1.75 million to $750,000, and the
Committee has agreed to withdraw its objection.
The U.S. Trustee also submitted a letter in accordance with the
Court's direction, stating that MAEVA must be denied compensation
in the cases or disqualified from employment by the Debtors due to
inadequate disclosures. The U.S. Trustee said that MAEVA should
have disclosed the existence of the November 2014 advisory
agreement.
Salus Capital Partners, LLC, as agent for SCP lenders, said in a
letter that Harry Wilson and Michael Cole are not qualified to
serve as estate professionals because they are not
"disinterested."
Response to the U.S. Trustee's Objection
The Debtors, in response to the Acting U.S. Trustee's objection to
the MAEVA's application, said that the record dispositively refuted
the U.S. Trustee's arguments. MAEVA takes its disclosure
obligations seriously and has made all the disclosures required
under Bankruptcy Rule 2014. Moreover, neither principal of MAEVA
has ever been a director or officer of any of the Debtors, so MAEVA
remains disinterested.
Additional Declarations
In a third supplemental declaration in support of application,
Michael Cole, president of MAEVA, stated that in roles as co-chief
revitalization officers, neither Harry Wilson, principal of MAEVA
Group, nor he possessed the powers to act as officers, directors or
managers.
Mr. Wilson, in a separate declaration, stated that he and Mr. Cole,
were each designated as a co-chief revitalization officer at the
Company pursuant to the MAEVA November agreement, the terms of
which specified that Mr. Cole and he would play a purely advisory
role.
Mr. Cole, in support of the application to employ MAEVA, said that
MAEVA has agreed to modify the terms of MAEVA's engagement as:
1. a monthly retainer fee will be reduced to $100,000 and
payable for Feb. 2015, and March 2015. Because prior to the
Petition Date, MAEVA was paid a $500,000 fee for the month of
February 2015,these monthly fees will be deemed satisfied by
MAEVA's receipt of that $500,000 fee and no further payment on
account of the monthly fees would be due and payable by the
Debtors.
2. The balance of the February fee payment already paid to MAEVA
will be deemed earned by MAEVA by the submission of the stalking
horse and incorporating the term sheet for the Alliance Agreements
with Sprint Solutions, Inc.
3. The completion fee will be reduced to $1,750,000.
The Application
As reported in the Troubled Company Reporter on March 2, 2015,
Radioshack has filed an application to employ MAEVA Group, with a
principal office located at 7 Renaissance Square, Third Floor,
White Plains, New York City, to, among other things:
1. work with the senior management and other employees of the
debtors and their advisors to analyze and implement operational
restructuring initiatives;
2. monitor the efficacy of recently-implemented cost reduction
and advise the Debtors on methods of increasing the impact of such
cost reductions; and
3. assist management of the Debtors and their advisors in the
implementation of identified cost reduction initiatives.
MAEVA has provided prepetition advisory services to the Debtors.
During the one-year period prior to the commencement of the cases,
MAEVA received $2,478,038 from the Debtors for professional fees,
charges and disbursements incurred prior to the Petition Date.
In the application, the Debtor stated that it intends to pay
MAEVA:
a. a monthly retainer of $500,000;
b. a transaction fee of $3,250,000; and
c. the Debtors will maintain a $250,000 deposit with MAEVA to
cover any unpaid expenses.
To the best of the Debtor's knowledge, MAEVA is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Radioshack Corporation
Headquartered in Fort Worth, Texas, RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile
technology products and services, as well as products related to
personal and home technology and power supply needs. RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.
RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge
Kevin J. Carey presides over the case.
David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround
advisor. Lazard Freres & Co. LLC is the Debtors' investment
banker. A&G Realty Partners is the Debtors' real estate advisor.
Prime Clerk is the Debtors' claims and noticing agent.
In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.
Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139 million in 2012, and net income of $72.2 million in
2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities and a
$63 million total shareholders' deficit.
The U.S. Bankruptcy Court has exempted KiOR, Inc., from the general
order requiring appointment of fee examiner in certain Chapter 11
cases.
Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., the
Debtor's counsel, said that the Debtor's voluntary petition
indicated estimated assets less than $50 million and estimated
liabilities between $100 million and $500 million.
On Dec. 16, 2009, the Court entered its General Order Re: Fee
Examiners in Chapter 11 Cases with Combined Assets or Liabilities
in Excess of $100,000,000. By its terms, the "general order
[applies] in any case filed on or after Dec. 18, 2009, and assigned
to Judge Christopher S. Sontchi, until otherwise ordered by the
Court after notice and a hearing conducted no earlier than 35 days
from the petition date."
Ms. Steele noted that while the Debtor's liabilities do exceed the
$100 million threshold, the Debtor's assets are well below the
threshold.
About Kior Inc.
KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are
development stage, renewable fuels companies based in Pasadena,
Texas and Columbus, Mississippi, respectively. KiOR, Inc., was
founded in 2007 as a joint venture between Khosla Ventures, LLC,
and BIOeCon B.V. KiOR Inc.'s primary business is the development
and commercialization of a ground-breaking proprietary technology
designed to generate a renewable crude oil from non-food
cellulosic biomass.
KiOR, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No.
14-12514) on Nov. 9, 2014, in Delaware. Through the chapter 11
case, the Debtor intends to reorganize its business or sell
substantially all of its assets so that it can continue its core
research and development activities. KiOR Columbus did not seek
bankruptcy protection.
The Debtor disclosed $58.3 million in assets and $261 million
in liabilities as of June 30, 2014.
The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley,
Esq., and Eric M. English, Esq., at King & Spalding, LLP, in
Houston, Texas; and John Henry Knight, Esq., Michael Joseph
Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware. The Debtor's financial
advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the
Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is
the
Debtor's claims and noticing agent.
Pasadena Investments, LLC, as administrative agent for a
consortium
of lenders, committed to provide up to $15 million in postpetition
financing. The DIP Agent is represented by Thomas E. Patterson,
Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles,
California, and Michael R. Nestor, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.
RADIOSHACK CORP: Wins Nod For Sale of LA Assets to Regal Forest
---------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Brendan L. Shannon on
April 14 blessed RadioShack Corp.'s sale of its Latin American
assets to Regal Forest Holding Co. Ltd., a $5 million deal that
includes the electronics chain's intellectual property in a
collection of countries.
Judge Shannon found RadioShack had met its burden for a Section 363
sale to Regal Forest, which presented the highest and best bid for
the assets at a March auction, according to the report.
About Radioshack Corporation
Fort Worth, Texas-based RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile
technology products and services, as well as products related to
personal and home technology and power supply needs. RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.
RadioShack Corporation and affiliates filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-10197) on
Feb. 5, 2015. The petitions were signed by Joseph C. Maggnacca,
chief executive officer. Judge Kevin J. Carey presides over the
case.
David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John
H. Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors'
turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker. A&G Realty Partners is the Debtors' real
estate advisor. Prime Clerk is the Debtors' claims and noticing
agent.
The Debtors disclosed total assets of $1.2 billion, versus total
debt of $1.3 billion.
The U.S. Trustee has appointed seven members to the Official
Committee of Unsecured Creditors.
* * *
RadioShack in April 2015 got approval to sell about 1,700 stores
along with operations in Mexico and trademarks for the Middle
East.
REGENCY CENTERS: Fitch Affirms BB+ Preferred Stock Rating
---------------------------------------------------------
Fitch Ratings has revised the Rating Outlook for Regency Centers
Corp. (NYSE: REG) and its operating partnership, Regency Centers,
L.P., (collectively REG, or the company) to Positive from Stable,
and affirmed the credit ratings as:
Regency Centers Corporation
-- Issuer Default Rating (IDR) at 'BBB';
-- Preferred stock at BB+.
Regency Centers, L.P.
-- IDR at 'BBB';
-- Unsecured revolving facilities at 'BBB';
-- Senior unsecured term loan at 'BBB';
-- Senior unsecured notes at 'BBB'.
KEY RATING DRIVERS
The affirmation and Outlook revision are based on consistent
operating fundamentals, the improvement in leverage and fixed
charge coverage metrics and Fitch's expectations that metrics will
continue to improve from current levels, surpassing both positive
sensitivities as early as 2015. The Outlook revision as opposed to
an upgrade endeavors to avoid a procyclical rating action and allow
for REG to demonstrate its willingness and ability to operate with
leverage in the 5.0x-5.5x range as compared to 5.5x-6.8x
(2008-2014).
POSITIVE MOMENTUM FOR CREDIT METRICS
REG's pro-rata leverage (defined as net debt divided by recurring
operating EBITDA) was 5.6x for the year ended Dec. 31, 2014, same
as in 2013, and down from 6.1x at year-end 2012. Fitch projects
the company's leverage will decline to the low 5.0x's and sustain
at that level through 2017.
REG's pro-rata fixed-charge coverage ratio (defined as recurring
operating EBITDA less straight-line rents, leasing commissions and
tenant and building improvements, divided by total interest
incurred and preferred stock dividends) was 2.2x for the year ended
Dec. 31, 2014, up from 2.1x in 2013 and 1.9x 2012. Fitch projects
REG's fixed-charge coverage will reach 2.5x and sustain in the high
2x's through 2017.
STABLE FUNDAMENTALS
Pro-rata same-store property net operating income (SSNOI) grew 4%
in 2014, as it did in both 2013 and 2012, driven in part by
increasing occupancy to almost 96% at Dec. 31, 2014, up from 95.1%
as of Dec. 31, 2013. Rent growth has been strong across both new
leases and renewals in recent years and was especially strong in
2014. Fitch expects that SSNOI will continue to grow in the low
single digits through 2017 with the company maintaining its current
occupancy rate. Additionally, the company's lease expiration
schedule is manageable, with no year representing more than 14.1%
of expiring pro-rata minimum base rent, further improving the
durability of rental cash flows.
STRONG UA/NET UD; UNEVEN DEBT MATURITY PROFILE
REG's implied unencumbered asset value covered its net unsecured
debt by 2.6x for the year ended Dec. 31, 2014 when applying an 8%
stressed capitalization rate to unencumbered NOI. This ratio is
strong for the 'BBB' rating. REG has some unevenness in its debt
maturity schedule with large unsecured bond maturities contributing
to 18.1% of pro-rata debt maturing in 2015 and 21.7% maturing in
2017. However, refinancing risk is mitigated by the company's
strong unencumbered asset pool and demonstrated access to the
unsecured debt and equity markets.
LIMITED DEVELOPMENT RISK
Although REG was a prolific developer during the last real estate
cycle, the company is now taking a more measured approach. REG's
development pipeline increased in 2014 over the previous year to
$232 million from $158 million, but well below the $1.05 billion
invested in 2007. The company's net cost to complete in-progress
developments was 2.3% of its gross undepreciated assets as of
Dec. 31, 2014, compared with 12.7% in 2007. The size of the
overall development pipeline has decreased materially since that
time, reflective of an overall de-risking of the company's
strategy. Fitch expects the company to gradually increase its
development pipeline by starting approximately $150 million of
annual developments and redevelopments in 2015 and 2016, a level
that should not place pressure on the company's metrics.
APPROPRIATE LIQUIDITY
For the period Jan. 1, 2015 to Dec. 31, 2016, REG's sources of
liquidity (cash, availability under its unsecured revolving credit
facility and projected retained cash flows from operating
activities after dividends) exceed uses of liquidity (pro-rata debt
maturities, amortization, projected recurring capital expenditures
and development) by 1.5x. The base case assumes development costs
of $116.1 million which is the cost-to-complete of on-going
development projects and assumes no new development starts.
Under a scenario whereby development continues at its current
trajectory, the company's liquidity coverage would decrease to
1.3x. Under the assumption that REG refinances 80% of pro-rata
secured debt with new secured debt, liquidity coverage would
improve to 1.7x. The company has demonstrated strong access to
various forms of capital over the past few years, mitigating
near-term refinance risk.
CONSISTENT AFFO PAYOUT RATIO
REG's dividend payout ratio ranged between 83% and 92% of adjusted
funds from operations (AFFO) in the period of 2009-2013. The
payout ratio in 2014 was 78% due to the strong rent growth but
Fitch believes the company's dividend coverage will sustain in the
upper 80%'s over the next three years.
MODERATE GEOGRAPHIC CONCENTRATION
REG's community and neighborhood shopping center portfolio has
moderate geographic and anchor tenant concentrations. 52.2% of
REG's annualized base rent is derived from properties located
within the states of California, Florida and Texas. However, the
company is exposed to various markets within the three largest
states and has reduced the risk from 54% in 2013. Although REG's
three largest tenants by annual base rents represent 10.6% (11.7%
in 2013) of 2014 annual base rents, this tenant concentration is
offset somewhat by the fact that Fitch rates REG's top tenant
investment grade. The company's three largest tenants are The
Kroger Co. (4.5%, IDR of 'BBB' by Fitch), Publix Super Markets Inc.
(3.8%) and Safeway Inc. (2.3%).
PREFERRED STOCK NOTCHING
The two notch differential between REG's IDR and its preferred
stock rating is consistent with Fitch's criteria for corporate
entities with a 'BBB' IDR.
PRO-RATA RATIONALE
Fitch looks at REG's property portfolio profile, credit statistics,
debt maturities, and liquidity position based on combining its
wholly-owned properties and its pro-rata share of co-investment
partnerships, to analyze the company as if each of the
co-investment partnerships was dissolved via distribution in kind.
Several of REG's co-investment partnerships provide for unilateral
dissolution. Most of these co-investment partnerships provide for
a distribution in kind in the event of a dissolution, whereby REG
and its limited partner unwind the partnership by distributing the
underlying properties (and related property-level debt, if any) to
each partner based on each partner's respective ownership
percentage in the partnership. Further, the company has supported
its co-investment partnerships in the past by raising common equity
to repay or refinance its share of secured debt, demonstrating its
willingness to de-lever these partnerships.
Fitch views REG's partnership platform positively as it provides
REG with broader market insights and incremental fee and property
income. Via common equity follow-on offerings, the company has
also reduced leverage in its partnerships to levels consistent with
leverage on the wholly-owned consolidated portfolio.
POSITIVE OUTLOOK
The Positive Outlook centers on Fitch's expectation that REG's
credit profile will remain consistent with a higher rating through
the cycle, supported by management's commitment to maintaining
credit metrics.
KEY ASSUMPTIONS
-- Same-store revenue growth of 2.3% in 2015 and 2016, and 2.6%
in 2017;
-- Acquisitions of $45 million at a 5.5% yield in 2015 and none
in 2016-2017;
-- Dispositions of $90 million in 2015, and $60 million in both
2016 and 2017 all at a 7% yield;
-- Additional (re)development spending of $200 million, $130
million, and $160 million in 2015 to 2017, respectively;
-- AFFO payout ratio expected to remain stable within the 80%-
90% range.
RATING SENSITIVITIES
These factors may have a positive impact on Regency's rating and/or
Outlook:
-- Fitch's expectation of pro-rata leverage sustaining below
5.5x for several quarters (pro-rata leverage was 5.6x as of
Dec. 31, 2014);
-- Fitch's expectation of fixed-charge coverage sustaining
above 2.3x for several quarters (pro-rata coverage was 2.2x
for the year-ended Dec. 31, 2014).
These factors may have a negative impact on REG's rating and/or
Outlook:
-- Fitch's expectation of leverage sustaining above 7.0x for
several quarters;
-- Fitch's expectation of fixed-charge coverage sustaining
below 1.8x for several quarters.
RESIDENTIAL CAPITAL: MIG Inc. Must Face Rescap Trust Suit
---------------------------------------------------------
Bankruptcy Judge Martin Glenn denied the defendants' motion to
dismiss in the case captioned RESIDENTIAL LIQUIDATING TRUST,
Plaintiff, v. MORTGAGE INVESTORS GROUP, INC., et al., Defendants,
CASE NO. 12-12020 (MG), ADV. PROC. NO. 14-02004 (MG) (Bankr.
S.D.N.Y.)
A complaint was filed by the ResCap Liquidating Trust (the "Trust")
against Mortgage Investors Group, Inc. ("MIG Inc.") and American
Real Estate Corporation ("AREC"), both general partners in the
third defendant, a Tennessee general partnership, Mortgage
Investors Group ("MIG"). The complaint alleged a breach of
contract claim and an indemnification claim. MIG Inc. and AREC
moved to dismiss the complaint, arguing that New York law, the
forum law, precludes pleading such contract breach claims against
the general partners. The Trust argues that Tennessee law, the law
of the state of incorporation of general partnerships, permits such
breach of contract actions against general partners.
In a memorandum opinion and order dated April 2, 2015 available at
http://is.gd/RXTzL5from Leagle.com, the court found that MIG is
not treated as a "partnership" under New York law; therefore the
defendants MIG Inc. and AREC may be sued for the contractual
claims.
QUINN EMANUEL URQUHART & SULLIVAN, LLP, By: Peter E. Calamari, Esq.
-- petercalamari@quinnemanuel.com , David Elsberg, Esq. --
davidelsberg@quinnemanuel.com ,Isaac Nesser, Esq. --
isaacnesser@quinnemanuel.com , Yelena Konanova, Esq. --
yelenakonanova@quinnemanuel.com , New York, New York, Attorneys for
Plaintiff.
PALMER, LOMBARDI & DONOHUE LLP, By: Roland P. Reynolds, Esq. --
rreynolds@pldlawyers.com , Los Angeles, California,Attorneys for
Defendants.
About Residential Capital
Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.
Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.
ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.
ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.
Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is
the
conflicts counsel. Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.
ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of its
mortgage servicing and origination platform assets to Ocwen Loan
Servicing, LLC and Walter Investment Management Corporation for $3
billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.
Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.
ROADRUNNER ENTERPRISES: Taps Motleys to Auction Real Property
-------------------------------------------------------------
Roadrunner Enterprises, Inc., asks the U.S. Bankruptcy Court for
permission to employ Motley's Auctions, Inc. t/a Motleys Asset
Disposition Group as auctioneer.
Motleys will market and auction certain parcels of the real
property.
The Debtor agrees to pay Motleys a commission of 10%, with such
commission due and payable at closing without further need for
Bankruptcy Court approval. Motleys will also be entitled to
reimbursement for advertising expenses from the sales proceeds.
To the best of the Debtor's knowledge, Motleys is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Roadrunner Enterprises Inc.
Headquartered in Chesterfield County, Virginia, Roadrunner
Enterprises Inc. owns the Roadrunner Campground and more than 70
rental properties, lots, and other real estate interests.
Roadrunner Enterprises filed for Chapter 11 bankruptcy protection
(Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015. The petition
was signed by Carl Adenauer, president. David K. Spiro, Esq., at
Hirschler Fleischer, P.C., serves as the Debtor's counsel. Judge
Kevin R. Huennekens presides over the case. The Debtor estimated
assets and liabilities of at least $10 million.
ROADRUNNER ENTERPRISES: Taps Tyler Realty as Real Estate Broker
---------------------------------------------------------------
Roadrunner Enterprises, Inc., asks the U.S. Bankruptcy Court for
permission to employ Tyler Realty Group as real estate broker for
the purposes of marketing and selling real property.
According to the Debtor, as part of the estate's assets, the Debtor
is the record owner of various parcels of real property. In
connection with the bankruptcy case, the Debtor seeks to sell
certain of the real property through a variety of auctions and
traditional sale methods as the Debtor believes will generate the
highest return for each parcel.
To the best of the Debtor's knowledge, Tyler is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Roadrunner Enterprises Inc.
Headquartered in Chesterfield County, Virginia, Roadrunner
Enterprises Inc. owns the Roadrunner Campground and more than 70
rental properties, lots, and other real estate interests.
Roadrunner Enterprises filed for Chapter 11 bankruptcy protection
(Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015. The petition
was signed by Carl Adenauer, president. David K. Spiro, Esq., at
Hirschler Fleischer, P.C., serves as the Debtor's counsel. Judge
Kevin R. Huennekens presides over the case. The Debtor estimated
assets and liabilities of at least $10 million.
SHILO INN: Court OKs Sale of Rose Garden Assets to Mark Hollander
-----------------------------------------------------------------
The Hon. Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California has granted Shilo Inn, Twin Falls,
LLC, et al.'s motion authorizing the sale of substantially all of
Rose Garden's assets and land leasehold interest to Mark Hollander
for $2.45 million.
The Court also authorized the employment of Brian Resendez of
Sperry Van Ness as real estate broker. In the event of closing of
the transaction, the Broker's commission of 4% of the sale price is
approved.
California Bank & Trust, the primary secured creditor, had objected
to the sale. The Court denied on April 2, 2015, the Debtors'
motion to strip the lien of the Bank.
About Shilo Inn, Twin Falls
Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013.
Judge Richard M. Neiter presides over the case. Shilo Inn, Twin
Falls, estimated assets of at least $10 million and debts of at
least $1 million.
Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel. California Bank and Trust is the primary, senior secured
lender for each of the Debtors.
The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.
David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
represent the Debtors in their restructuring effort.
The Debtors' Joint Plan of Reorganization dated Aug. 29, 2013,
provides for payment of all claims in full, unless otherwise agreed
with the claimholder, with unsecured claims to be paid over a
three-month period from the Plan Effective Date.
SILVERADO STREET: Meeting of Creditors Continued Until May 12
-------------------------------------------------------------
The U.S. Trustee continued until May 12, 2015, at 9:00 a.m., the 11
U.S.C. Sec. 341(a) meeting of creditors in the Chapter 11 case of
Silverado Street LLC. Haeji Hong, on behalf of U.S. Trustee, also
requested that status conference be continued from April 16, to May
14.
About Silverado Street
Silverado Street, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Cal. Case No. 14-09543) on Dec. 9, 2014, disclosing
$11.3 million in total liabilities and total assets of $21.8
million. The petition was signed by Amr Aljassim as managing
member. James Lee, Esq., at Legal Offices of James J. Lee, serves
as the Debtor's counsel. Judge Christopher B. Latham presides over
the case.
The U.S. trustee wasn't able to form a committee to represent the
company's unsecured creditors due to an insufficient number of
unsecured creditors.
SIMPLY FASHION: Cancels Leases for 5 Unopened Stores
----------------------------------------------------
Adinath Corp. and Simply Fashion Stores, Ltd., filed with the
Bankruptcy Court an omnibus motion for approval of the rejection of
five leases. The Debtors intended to open new stores at the
locations set forth on the leases, but due to the economic
circumstances that the Debtors found themselves in, the Debtor
never took possession of the properties that are the subject of the
leases. The subject leases are:
* Lease Contract dated Feb. 24, 2015, with Weingarten Realty
Investors for store located at 8513 Blanco Road, San Antonio, TX
78216 (Store #23), which lease is set to expire 2020;
* Shopping Center Lease Agreement dated Feb. 23, 2015, with
Orange Blossom Associates for store located at Orange Blossom
Shopping Center, 4520 S. Orange Blossom (Store #57), which lease is
set to expire 2020;
* Lease Contract dated Dec. 29, 2014, with WRI - TC,
International Drive Value Center, LLC, for store located at
International Drive Value Center, 5295 Touchstone Drive, Suite 640,
Orlando, FL 32819 (Store #131), which lease is set to expire 2020;
* Real property lease agreement with Future Family LLLP for
store located at Eastage Town Center Shopping Center, Nine Mile &
S. Laburnum Ave., Richmond, VA (Store #261), which lease is set to
expire 2016; and
* Lease Agreement dated November 24, 2014, with Portage Center,
LLC, for store located at Tops Plaza, 810 Portage Road, Niagra
Falls, NY 14301 (Store # 286), which lease is set to expire 2019.
About Simply Fashion
Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.
Adinath Corp. is the general partner of Simply Fashion. It is
owned 100% by Bhavana Shah.
On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.).
The cases are pending before the Honorable Laurel M. Isicoff, and
the Debtors have requested joint administration of the cases under
Case No. 15-16885.
The Debtors have tapped Berger Singerman LLP as counsel;
KapilaMukamal, LLP, as restructuring advisor; and Prime Clerk LLC
as claims and noticing agent.
Simply Fashion estimated $10 million to $50 million in assets and
debt.
SIMPLY FASHION: Has $1.25MM Financing From Owners
-------------------------------------------------
Adinath Corp. and Simply Fashion Stores, Ltd., ask the U.S.
Bankruptcy Court for the Southern District of Florida to enter
interim and final orders authorizing them to obtain postpetition
financing from its owners and use cash collateral.
JNS INVT, LLC, already owed $9 million on a secured prepetition
revolving credit facility, has agreed to provide the Debtors DIP
financing not to exceed $1,250,000. JNS INVT is managed by Swapnil
Shah and Shail Shaw, who are indirect owners of Simply Fashion.
The DIP loan will have an interest rate of 6% per annum, with no
fees. The DIP lender will receive a first priority, priming lien
(subject to the Iberiabank lien) on all tangible and intangible
assets of the Debtor. Iberiabank, which is owed $400,000 for
financing of Simply Fashion's cash register system, does not have
secured interest in cash collateral.
For the Period April 16, 2015 through the anticipated final hearing
on cash collateral (on or before May 8, 2015), the Debtors seek to
use $1,250,000 in proceeds from the DIP loan and cash collateral.
JNS INVT, as prepetition lender, will receive additional and
replacement liens and an administrative expense claim to the extent
of any diminution on value of the collateral. In addition, JNS IVT
commencing on May 1 will receive interest accrued on the Debtor's
prepetition obligations from and after the Petition Date, and will
receive payment of reasonable fees and expenses of the lender's
attorneys and financial advisors.
The lender's adequate protection liens and superpriority claim will
be subordinate the carve-out of $300,000 for fees of retained
professionals.
A copy of the DIP Financing Motion is available for free at:
http://bankrupt.com/misc/Adinath_DIP_Loan_Motion.pdf
About Simply Fashion
Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.
Adinath Corp. is the general partner of Simply Fashion. It is
owned 100% by Bhavana Shah.
On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.).
The cases are pending before the Honorable Laurel M. Isicoff, and
the Debtors have requested joint administration of the cases under
Case No. 15-16885.
The Debtors have tapped Berger Singerman LLP as counsel;
KapilaMukamal, LLP, as restructuring advisor; and Prime Clerk LLC
as claims and noticing agent.
Simply Fashion estimated $10 million to $50 million in assets and
debt.
SIMPLY FASHION: Rejecting 50 Store Leases Effective April 30
------------------------------------------------------------
Adinath Corp. and Simply Fashion Stores, Ltd., filed with the
Bankruptcy Court an omnibus motion, seeking approval of the
rejection of 50 store leases.
In accordance with the terms of the sale motion, the Debtors seek
approval of the rejection of the Leases, as of April 30, 2015. The
Debtors intend to vacate the stores subject of the Leases no later
than close of business on April 30, 2015.
Simply Fashion has a deal that would let Hilco Merchant Resources,
LLC and Gordon Brothers Retail Partners, LLC, liquidate
substantially all assets of the Debtor, absent higher and better
offers.
A list of the store leases that the Debtors are rejecting is
available for free at:
http://bankrupt.com/misc/Adinath_M_Rej_50_Leases.pdf
About Simply Fashion
Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.
Adinath Corp. is the general partner of Simply Fashion. It is
owned 100% by Bhavana Shah.
On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.).
The cases are pending before the Honorable Laurel M. Isicoff, and
the Debtors have requested joint administration of the cases under
Case No. 15-16885.
The Debtors have tapped Berger Singerman LLP as counsel;
KapilaMukamal, LLP, as restructuring advisor; and Prime Clerk LLC
as claims and noticing agent.
Simply Fashion estimated $10 million to $50 million in assets and
debt.
SIRIUS COMPUTER: $35MM Loan Upsize No Impact on Moody's 'B1' CFR
----------------------------------------------------------------
Moody's Investors Service said that Sirius Computer Solutions,
Inc.'s announcement that it will upsize its senior secured term
loan by $35 million will not affect the company's B1 corporate
family rating, the B1-PD probability of default rating, or the Ba3
LGD3 ratings on the company's senior secured term loan.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
TAYLOR BEAN: Judge Presses Freddie Mac in Coverage Tussle
---------------------------------------------------------
Law360 reported that U.S. District Judge William H. Pauley III on
April 10 prodded plaintiff Freddie Mac and defendant insurers
including Lloyd's of London to advance a $111 million coverage
dispute tied to defunct Taylor Bean & Whitaker Mortgage Corp.'s
fraud, setting an aggressive schedule and indicating his
unwillingness to carve out discovery into bad faith claims.
U.S. District Judge William H. Pauley III set a Dec. 15 deadline
for fact discovery, the report relates.
About Taylor Bean
Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States. In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities. It also managed a combined mortgage
servicing portfolio of approximately $80 billion. The company
employed more than 2,000 people in offices located throughout the
United States.
Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009. Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices. The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition.
Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.
Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors. Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee. BMC Group, Inc.,
serves as the claims and noticing agent.
Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.
TRACK GROUP: Amends 150,000 Shares Resale Prospectus
----------------------------------------------------
SecureAlert Inc. has amended its Form S-1 registration statement
relating to the resale by The Gilgan 2011 Family Trust, The Annand
(2009) Family Trust, The Stewart 2011 Family Trust of of up to
150,000 shares of the common stock, par value $0.0001, of the
Company, dba TrackGroup, issued in connection with the acquisition
by SecureAlert of G2 Research Limited, a company formed under the
laws of the providence of Nova Scotia, from the Selling
Shareholders. The Company amended the Registration Statement to
delay its effective date.
The Company is not selling any securities under this prospectus and
will not receive any of the proceeds from the sale or other
disposition of the Shares by the Selling Shareholders.
The Company will pay the expenses incurred in registering the
Shares, including legal and accounting fees. The Selling
Shareholder will pay any commissions and selling expenses he may
incur in connection with the sale of the Shares.
The Company's Common Stock is currently quoted on the OTC Markets
(OTCQB) under the symbol "SCRA." On April 16, 2015 , the last
reported sale price of the Company's Common Stock was $9.85 per
share.
A full-text copy of the Form S-1/A is available for free at:
http://is.gd/UXAPEA
About Track Group
Track Group (formerly SecureAlert) -- http://www.trackgrp.com/--
is a global provider of customizable tracking solutions that
leverage real-time tracking data, best-practice monitoring, and
analytics capabilities to create complete, end-to-end solutions.
SecureAlert incurred a net loss attributable to the Company's
common stockholders of $18.9 million for the year ended Sept. 30,
2013, following a net loss attributable to the Company's common
stockholders of $19.9 million for the fiscal year ended Sept. 30,
2012.
Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2013. The independent
auditors noted that the Company has incurred losses, negative cash
flows from operating activities, notes payable in default and has
an accumulated deficit. These conditions raise substantial doubt
about its ability to continue as a going concern.
TRISTAR ESPERANZA: Subordination of O'Donnell Claim Affirmed
------------------------------------------------------------
The U.S. Court of Appeals for the Ninth Circuit affirmed the
bankruptcy court's mandatory subordination of a claim based on a
minority interest in the debtor in the case captioned IN RE TRISTAR
ESPERANZA PROPERTIES, LLC, Debtor. PENSCO TRUST COMPANY, a New
Hampshire Company; JANE O'DONNELL, Appellants, v. TRISTAR ESPERANZA
PROPERTIES, LLC, a California Limited Liability Company, Appellee,
NO. 13-60023 (9th Cir.).
Tristar Esperanza Properties, LLC (Tristar) filed a chapter 11
bankruptcy petition on August 8, 2011. Jane O'Donnell filed a
timely claim against Tristar based on state-court judgment dated
October 1, 2010 that she received against Tristar for $415,937.68
plus interest. The bankruptcy court and the Bankruptcy Appellate
Panel ruled that O'Donnell's claim was based on a minority
membership interest in the debtor and is subject to mandatory
subordination under the Bankruptcy Code.
On appeal, the appellate court found that O'Donnell's claim arises
from the purchase or sale of a security of the debtor and was thus
properly subordinated by the bankruptcy court.
A copy of the opinion dated April 2, 2015 and penned by Circuit
Judge John B. Owens of the appellate court is available at
http://is.gd/Ez8TBVfrom Leagle.com.
Jane O'Donnell -- jane.odonnell@doj.ca.gov (argued), Sacramento,
California, for Appellants.
Ian S. Landsberg (argued), Summer Saad, and Brigitte Gomelsky Kay
-- bgomelsky@landsberg-law.com , Landsberg & Associates, Woodland
Hills, California, for Appellee.
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.
TRUMP ENTERTAINMENT: Slot Transfer Motion Filing Deadline Extended
------------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has extended, at the behest of Trump Entertainment
Resorts Inc., et al., the deadline to file slot transfer motion
through and including April 30, 2015.
The Deadline may be further extended by the mutual agreement of the
Debtors and IGT, without further court order.
The March 12, 2015 plan confirmation order, which sets forth the
negotiated resolution of the objection to confirmation filed by
IGT, provides that the Debtors will file a motion with the Court
for an order: (a) authorizing Debtor Trump Plaza Associates, LLC,
to transfer title to certain slot machines and licenses to Debtor
Trump Taj Mahal Associates, LLC; and (b) authorizing Taj Mahal
Associates to assume all of Plaza Associates' obligations under a
certain financing and security agreement, dated May 8, 2013,
between IGT and Plaza Associates, with Plaza Associates to be
released from the obligations upon Taj Mahal Associates' assumption
of the obligations. The Confirmation Order further provides that
the Slot Transfer Motion will be filed no later than March 27,
2015.
On March 27, 2015, the Court entered an order extending the Slot
Transfer Motion Filing Deadline through and including April 6,
2015. The Debtors and IGT agreed to further extend the Slot
Transfer Motion Filing Deadline through and including April 30,
2015.
About Trump Entertainment Resorts
Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to shutter its casinos.
TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey. TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.
The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only. Judge Kevin Gross presides
over the Chapter 11 cases.
The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.
TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.
The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan. The
Debtors also have trade debt in the amount of $13.5 million.
TURNKEY PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Turnkey Products, LLC
1105 W. Oldhearthstone Circle
Collierville, TN 38017
Case No.: 15-10411
Chapter 11 Petition Date: April 17, 2015
Court: United States Bankruptcy Court
Middle District of North Carolina (Greensboro)
Judge: Hon. Lena M. James
Debtor's Counsel: Samantha K. Brumbaugh, Esq.
IVEY, MCCLELLAN, GATTON & SIEGMUND, LLP
100 S. Elm Street, Suite 500
PO Box 3324
Greensboro, NC 27402
Tel: 336-274-4658
Fax: 336-274-4540
Email: skb@imgt-law.com
- and -
Charles M. Ivey, III, Esq.
IVEY, MCCLELLAN, GATTON, & SIEGMUND, LLP
Suite 500, 100 S. Elm St.
Greensboro, NC 27401
Tel: 336-274-4658
Fax: 336-274-4540
Email: jlh@imgt-law.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Richard Olmeda, member/manager.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncmb15-10411.pdf
UNI-PIXEL INC: Acquires Atmel's XSense Assets and Operations
------------------------------------------------------------
UniPixel, Inc., has acquired, through its wholly owned subsidiary,
Uni-Pixel Displays, Inc., the assets of Atmel Corporation's XSense
touch sensors group, and has concurrently entered into patent and
intellectual property licenses with Atmel, exclusive for a period
of two years, for the use of XSense-related technologies.
UniPixel also has acquired separate licenses for fine line
technology from Atmel's partner, CIT Technology Limited, a wholly
owned subsidiary of Carclo plc. The licenses with CIT Technology
as to the products covered by the patents and intellectual property
being licensed are also exclusive for a period of two years.
The assets acquired include Atmel's XSense touch sensors
manufacturing equipment, design tools and existing purchase orders.
UniPixel has also acquired Atmel's established commercial volume
manufacturing capability through the lease of Atmel's Colorado
Springs XSense manufacturing facility and the expected transfer of
certain related staff and engineering talent.
As a result of the transaction, UniPixel will gain immediate access
to Atmel's Tier 1 PC OEM customer base and technology partners,
along with the associated sales and product development pipeline.
XSense offers the same copper metal mesh advantages as InTouch,
which include lower resistance for better noise immunity and lower
power consumption, as well as higher reliability that avoids silver
metal migration. Other shared features include a double-sided
sensor design that offers improved moiré performance, module
integration yields and reduced overall production costs. Similar
to UniPixel's InTouch sensors, XSense sensors are manufactured
using a roll-to-roll process that can turn unique touch-based
concepts into functional designs with the potential for
significantly lower total system costs. UniPixel expects to
substantially lower the production costs of the XSense touch
sensors through the application and integration of UniPixel's
manufacturing and material science technology.
Through the combination of UniPixel's technology and the rights to
a broader XSense metal-mesh touch screen IP portfolio, UniPixel
expects to better address the increasing demand by OEMs for
solutions with overall lighter weight, narrower borders and thinner
cover glass. With its less than five-micron mesh capability and
patented mesh designs, XSense touch technology eliminates pattern
visibility and moiré issues with super-high resolution displays
that are increasingly used across all form factors. The XSense
technology also features a unique sensor design capability that
allows the use of a passive stylus and eliminates ghost touch
artifacts with a less than 0.4 millimeter thick cover glass.
"Acquiring XSense allows us to better address the largest segments
of the touch market, which are touch sensors for mobile phones and
tablets, by combining the best performance and manufacturing
elements of our respective touch technologies," commented Jeff
Hawthorne, UniPixel's president and CEO. "We believe the result
will be superior to existing touch technologies, and it will allow
us to offer differentiated touch solutions that can expand our
addressable market."
"We believe that the combination of XSense and InTouch will also
significantly enhance our engineering and technology capabilities,
allowing us to accelerate the time-to-market of key products,"
continued Hawthorne. "The application of our proprietary material
science technology is expected to enhance XSense performance,
functionality and cost, while XSense is expected to provide us with
diversification and risk mitigation through existing Tier-1
customers, an established revenue stream and customer pipeline, and
proven commercial volume manufacturing."
"We intend to continue with our current InTouch business as planned
during the initial integration of the XSense acquisition," added
Hawthorne. "The XSense tier 1 OEM customers and ongoing revenue
stream will be an important focus of our business strategy going
forward as we determine how to best maximize synergy with our
InTouch business. Given our combined business with XSense, we
expect to generate more than $10 million in revenue in 2015 and we
expect to achieve profitability in 2016."
Key Appointments
The addition of the XSense business is expected to enhance
UniPixel's engineering talent as UniPixel is planning to add
several key employees, including Atmel's current Vice President and
General Manager of the XSense business, Jalil Shaikh, who UniPixel
expects will continue to oversee the Colorado Springs operations
and lead associated sales initiatives.
Prior to joining Atmel more than five years ago, Mr. Shaikh was the
CEO and board member of Ranch Energy Systems, a privately-held
alternative energy company where he was responsible for the company
strategy, sales and marketing, and establishing supply chain and
sales channels. Earlier in his career, Mr. Shaikh was the CEO and
board member at Validity Sensors, where he was responsible for the
commercialization of the company's finger print reader technology.
Prior to Validity Sensors, he served as Vice President and General
Manager at Broadcom Corporation, CEO of Zeevo (acquired by
Broadcom), Senior Vice President of Operations at Silicon Image,
and a director of operations at Trident Microsystems. Mr. Shaikh
holds an MS in Electrical Engineering from Rutgers University, New
Jersey, and an MBA from the University of Phoenix.
Transaction Terms and Conditions
For the XSense assets, UniPixel has paid an initial consideration
comprised of a $450,000 promissory note. In connection with the
intellectual property licenses it has received, UniPixel has made a
$9.3 million royalty prepayment to Atmel, and a $4.7 million
royalty prepayment to CIT Technology.
Both license agreements have five-year terms, during which total
royalty payments may exceed the pre-paid amounts if certain revenue
thresholds are exceeded. UniPixel has an option to renew both
license agreements for additional 10-year terms, with total
combined royalty payments in the 10-year term payable to Atmel and
CIT Technology capped at $25 million.
UniPixel has also entered into a six-month supply agreement with
CIT Technology to supply catalytic film in order to fulfill certain
current customer orders in process, after which time UniPixel plans
to modify existing equipment to produce the film in-house.
Financing Terms
UniPixel has completed a $15 million senior secured convertible
note offering with qualified institutional investors. Upon
UniPixel meeting certain requirements, including filing a
registration statement and receiving shareholder approval of the
financing, the institutional investors have committed to purchase
an additional $5 million in senior secured convertible notes,
raising the total gross proceeds from the offering to $20 million.
Cowen and Company, LLC acted as financial advisor in the
acquisition of the assets and as the Company's placement agent in
the financing transaction. The Company paid Cowen and Company, LLC
approximately $1.625 million for these services.
About XSense Touch Sensors
XSense touch sensors enable new design possibilities for
touch-enabled products. Based on proprietary roll-to-roll metal
mesh technology, XSense touch sensors support features such as
narrow borders, curved touch surfaces and even edgeless
touchscreens while achieving improved linearity for better Stylus
performance, reliability and thinner sensor stacks. As an
alternative to traditional touch sensors, XSense gives you the
ability to turn your unique touch-based concepts into functional
designs at lower total system costs.
A full-text copy of the Purchase and Sale Agreement is available at
http://is.gd/kagsMj
About Uni-Pixel Inc.
The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.
Uni-Pixel incurred a net loss of $25.7 million in 2014 following a
net loss of $15.2 million in 2013. As of Dec. 31, 2014, Uni-Pixel
had $34.91 million in total assets, $7.55 million in total
liabilities and $27.4 million in total shareholders' equity.
VICTORY ENERGY: Texas Capital Lowers Borrowing Base to $500,000
---------------------------------------------------------------
Texas Capital Bank, National Association notified Aurora Energy
Partners that it had completed its redetermination of Aurora's
borrowing base, lowering the borrowing base, effective as of
April 13, 2015, from $800,000 to $500,000.
Aurora Energy, a partnership of which Victory Energy Corporation is
the managing partner and owner of 50% of the outstanding
partnership interests, entered into a credit agreement with Texas
Capital on Feb. 20, 2014. The Credit Agreement provides that the
borrowing base is determined by Texas Capital, in its sole
discretion, based on customary lending practices, review of the oil
and gas properties included in the borrowing base, financial review
of Aurora, the Company and Navitus Energy Group and those other
factors as may be deemed relevant by the Lender.
Based on Texas Capital's redetermination, the monthly reduction
amount under the Credit Agreement will be increased, commencing on
June 1, 2015, from $0 to $10,000. Pursuant to this increase in the
monthly reduction amount, Aurora's borrowing base will be
automatically reduced by $10,000 on the first day of each calendar
month beginning on June 1, 2015, until the Lender's next periodic
borrowing base redetermination.
After giving effect to the Borrowing Base Redetermination, the
outstanding amount of loans to Aurora under the Credit Agreement
exceeds the borrowing base by $300,000. While the Deficiency
exists, the interest rate paid by Aurora under the Credit Agreement
will be automatically increased by 200 basis points.
Aurora intends to eliminate this deficiency by paying the $300,000
to the Lender by the May 13th due date.
About Victory Energy
Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties. Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.
Victory Energy reported a net loss of $4.22 million in 2014
following a net loss of $2.11 million in 2013. As of Dec. 31,
2014, the Company had $1.2 million in total assets, $2.67 million
in total liabilities and a $1.46 million total stockholders'
deficit.
Weaver and Tidwell, L.L.P., in Houston, Texas, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has
experienced recurring losses since its inception and has an
accumulated deficit, which raise substantial doubt regarding the
Company's ability to continue as a going concern.
WALTER ENERGY: S&P Cuts Corporate Credit Rating to 'D'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Walter Energy Inc. to 'D' from 'CCC+'.
S&P said, "We also lowered our issue-level ratings to 'D'. The
recovery rating on the company's senior secured debt is '2', which
indicates our expectation for recovery at the lower half of the
substantial (70% to 90%) recovery range. The recovery rating on the
senior unsecured obligations is '6', which indicates our
expectation for negligible (0%-10%) recovery."
"We lowered the ratings on Birmingham, Ala.-based coal miner Walter
Energy after the company elected not to pay approximately $62
million in aggregate interest payments on its 9.5% senior secured
notes due 2019 and its 8.5% senior notes due 2021. A payment
default has not occurred under the indentures governing the notes,
which provide a 30-day grace period. However, we consider a default
to have occurred because we do not expect a payment to be made
within the stated grace period given the company's heavy debt
burden, which we view to be unsustainable. In our opinion, the
company has sufficient liquidity to operate over the next several
months as it works with creditors to restructure its balance sheet.
Cash and investments totaled approximately $435 million on March
31, 2015."
WPCS INTERNATIONAL: Issues 1.2 Million Common Shares
----------------------------------------------------
From April 8, 2015, through April 16, 2015, WPCS International
Incorporated issued 1,195,563 shares of its common stock, par value
$0.0001 per share, in transactions that were not registered under
the Securities Act of 1933, according to a Form 8-K filed with the
Securities and Exchange Commission.
The issuances on April 15, 2015, resulted in an increase in the
number of shares of Common Stock outstanding by more than 5%
compared to the number of shares of Common Stock reported
outstanding in the Current Report on Form 8K filed by the Company
with the Securities and Exchange Commission on April 10, 2015.
The Company has issued a total of 5,595,563 shares of Common Stock
to holders of its Series F-1 and G-1 Convertible Preferred Stock
upon the conversion of shares of Series F-1 and G-1Convertible
Preferred Stock. The shares of Common Stock issued upon the
conversion of shares of Series F-1 and G-1 Convertible Preferred
Stock were issued in reliance upon the exemption from registration
in Section 3(a)(9) of the Securities Act of 1933. As of April 16,
2015, the Company has 19,508,727 shares of Common Stock
outstanding.
About WPCS International Incorporated
WPCS -- http://www.wpcs.com/-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.
As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP
as its new independent registered public accounting firm.
CohnReznick LLP resigned on Dec. 20, 2013.
WPCS International incurred a net loss attributable to common
shareholders of $11.2 million for the year ended April 30, 2014,
as compared with a net loss attributable to common shareholders of
$6.91 million for the year ended April 30, 2013.
As of Jan. 31, 2015, the Company had $14.8 million in total assets,
$14.8 million in total liabilities and a $36,000 total deficit.
Marcum LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2014. The independent auditing firm
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
[*] Full 5th Circ. Overturns 'Actual Benefit' Ch. 11 Fee Test
-------------------------------------------------------------
Law360 reported that the full Fifth Circuit on April 9 tore down a
requirement that bankruptcy lawyers provide "actual benefit" to
estate creditors as a condition of recouping legal fees, becoming
the latest federal appellate court to allow attorney compensation
in Chapter 11 for “good gambles.”
Following a rare en banc rehearing, 16 judges on the Fifth Circuit
overturned a 1998 precedent precluding Chapter 11 judges from
granting fee applications if the applicant's work ultimately failed
to deliver a material benefit to the bankruptcy estate, according
to the report.
[*] Lori Hood Joins Baker Donelson's Business Litigation Group
--------------------------------------------------------------
Baker Donelson announced on April 7, 2015, the addition of Lori
Hood to the Firm's Business Litigation Group.
Ms. Hood joins Baker Donelson as a shareholder in the Firm's
Houston office where she focuses her practice on civil litigation
including contract, tort, labor and employment, probate and
bankruptcy law in a number of industries. She acts as general
counsel to a variety of companies and assists clients on formation
and structuring issues, corporate governance, operational issues,
employee issues, contract negotiations, mergers and acquisitions,
real estate and financial transactions.
A graduate of the South Texas College of Law, Ms. Hood is a member
of the National Order of Barristers, the State Bar of Texas, and
the Houston and American Bar Associations. She serves on the board
of CROSSROADS: Community Partnership for Youth, Inc. and is a life
member of the Greater Houston Partnership.
"Lori's wealth of litigation experience across such a vast array of
industries enhances our office's capabilities to serve our clients
throughout Texas, the Southeast and around the world from the
American South." said Bradley E. Chambers, managing shareholder of
Baker Donelson's Houston office.
[^] Large Companies With Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ABT CN 138.6 (11.0) (2.4)
ABSOLUTE SOFTWRE ALSWF US 138.6 (11.0) (2.4)
ABSOLUTE SOFTWRE OU1 GR 138.6 (11.0) (2.4)
ACCRETIVE HEALTH ACHI US 510.0 (85.6) (17.7)
ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3)
ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3)
ADVENT SOFTWARE AXQ GR 434.9 (64.8) (122.0)
ADVENT SOFTWARE ADVS US 434.9 (64.8) (122.0)
AIR CANADA AC CN 10,648.0 (1,133.0) (59.0)
AIR CANADA ACDVF US 10,648.0 (1,133.0) (59.0)
AIR CANADA ACEUR EU 10,648.0 (1,133.0) (59.0)
AIR CANADA ADH2 TH 10,648.0 (1,133.0) (59.0)
AIR CANADA ADH2 GR 10,648.0 (1,133.0) (59.0)
AK STEEL HLDG AK2 TH 4,858.5 (77.0) 900.5
AK STEEL HLDG AK2 GR 4,858.5 (77.0) 900.5
AK STEEL HLDG AKS US 4,858.5 (77.0) 900.5
AK STEEL HLDG AKS* MM 4,858.5 (77.0) 900.5
ALLIANCE HEALTHC AIQ US 500.9 (111.5) 53.5
AMC NETWORKS-A AMCX US 3,976.6 (147.3) 597.4
AMC NETWORKS-A AMCX* MM 3,976.6 (147.3) 597.4
AMC NETWORKS-A 9AC GR 3,976.6 (147.3) 597.4
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0
ANGIE'S LIST INC ANGI US 154.5 (22.2) (13.3)
ANGIE'S LIST INC 8AL TH 154.5 (22.2) (13.3)
ANGIE'S LIST INC 8AL GR 154.5 (22.2) (13.3)
ANTHERA PHARMACE ANTH US 3.5 (2.3) (2.7)
ARRAY BIOPHARMA AR2 GR 163.6 (13.9) 82.8
ARRAY BIOPHARMA ARRY US 163.6 (13.9) 82.8
ARRAY BIOPHARMA AR2 TH 163.6 (13.9) 82.8
AUTOZONE INC AZ5 GR 7,950.0 (1,468.7) (709.5)
AUTOZONE INC AZ5 QT 7,950.0 (1,468.7) (709.5)
AUTOZONE INC AZ5 TH 7,950.0 (1,468.7) (709.5)
AUTOZONE INC AZOEUR EU 7,950.0 (1,468.7) (709.5)
AUTOZONE INC AZO US 7,950.0 (1,468.7) (709.5)
AVID TECHNOLOGY AVID US 191.6 (341.1) (157.2)
AVID TECHNOLOGY AVD GR 191.6 (341.1) (157.2)
AVINGER INC AVGR US 23.1 (16.1) 13.3
BENEFITFOCUS INC BTF GR 140.0 (42.8) 25.0
BENEFITFOCUS INC BNFT US 140.0 (42.8) 25.0
BERRY PLASTICS G BP0 GR 5,176.0 (93.0) 660.0
BERRY PLASTICS G BERY US 5,176.0 (93.0) 660.0
BRP INC/CA-SUB V B15A GR 2,347.9 (26.9) 291.8
BRP INC/CA-SUB V BRPIF US 2,347.9 (26.9) 291.8
BRP INC/CA-SUB V DOO CN 2,347.9 (26.9) 291.8
BURLINGTON STORE BURL* MM 2,624.6 (66.0) 54.4
BURLINGTON STORE BUI GR 2,624.6 (66.0) 54.4
BURLINGTON STORE BURL US 2,624.6 (66.0) 54.4
CABLEVISION SY-A CVC US 6,765.2 (5,032.0) 180.5
CABLEVISION SY-A CVY GR 6,765.2 (5,032.0) 180.5
CABLEVISION-W/I CVC-W US 6,765.2 (5,032.0) 180.5
CABLEVISION-W/I 8441293Q US 6,765.2 (5,032.0) 180.5
CADIZ INC 2ZC GR 68.2 (39.7) 14.9
CADIZ INC CDZI US 68.2 (39.7) 14.9
CAESARS ENTERTAI C08 GR 23,535.0 (4,742.0) (14,607.0)
CAESARS ENTERTAI CZR US 23,535.0 (4,742.0) (14,607.0)
CARBYLAN THERAPE CBYL US 10.9 (0.1) 1.9
CASELLA WASTE CWST US 661.8 (6.7) (0.5)
CASELLA WASTE WA3 GR 661.8 (6.7) (0.5)
CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1)
CHOICE HOTELS CZH GR 647.3 (428.8) 151.3
CHOICE HOTELS CHH US 647.3 (428.8) 151.3
CIENA CORP CIEN US 2,056.2 (88.6) 902.8
CIENA CORP CIE1 TH 2,056.2 (88.6) 902.8
CIENA CORP CIE1 GR 2,056.2 (88.6) 902.8
CIENA CORP CIEN TE 2,056.2 (88.6) 902.8
CINCINNATI BELL CBB US 1,819.7 (648.5) (73.2)
CINCINNATI BELL CIB GR 1,819.7 (648.5) (73.2)
CLEAR CHANNEL-A C7C GR 6,362.4 (140.9) 362.1
CLEAR CHANNEL-A CCO US 6,362.4 (140.9) 362.1
CLIFFS NATURAL R CVA TH 3,164.0 (1,734.3) 490.3
CLIFFS NATURAL R CLF2EUR EU 3,164.0 (1,734.3) 490.3
CLIFFS NATURAL R CLF US 3,164.0 (1,734.3) 490.3
CLIFFS NATURAL R CVA GR 3,164.0 (1,734.3) 490.3
CLIFFS NATURAL R CLF* MM 3,164.0 (1,734.3) 490.3
CONNECTURE INC CNXR US 112.3 (28.8) (19.1)
CONNECTURE INC 2U7 GR 112.3 (28.8) (19.1)
CORCEPT THERA CORT US 34.6 (3.4) 16.7
CORCEPT THERA HTD GR 34.6 (3.4) 16.7
CORINDUS VASCULA CVRS US 0.0 (0.0) (0.0)
DIRECTV DTVEUR EU 25,459.0 (4,828.0) 1,860.0
DIRECTV DIG1 QT 25,459.0 (4,828.0) 1,860.0
DIRECTV DIG1 GR 25,459.0 (4,828.0) 1,860.0
DIRECTV DTV US 25,459.0 (4,828.0) 1,860.0
DIRECTV DTV CI 25,459.0 (4,828.0) 1,860.0
DOMINO'S PIZZA EZV GR 619.3 (1,219.5) 162.8
DOMINO'S PIZZA EZV TH 619.3 (1,219.5) 162.8
DOMINO'S PIZZA DPZ US 619.3 (1,219.5) 162.8
DUN & BRADSTREET DNB US 1,986.2 (1,194.6) (223.0)
DUN & BRADSTREET DNB1EUR EU 1,986.2 (1,194.6) (223.0)
DUN & BRADSTREET DB5 GR 1,986.2 (1,194.6) (223.0)
DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7
DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7
DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7
EDGEN GROUP INC EDG US 883.8 (0.8) 409.2
EMPIRE RESORTS I NYNY US 39.9 (17.1) 3.2
EMPIRE RESORTS I LHC1 GR 39.9 (17.1) 3.2
ENTELLUS MEDICAL ENTL US 14.0 (8.0) 4.8
ENTELLUS MEDICAL 29E GR 14.0 (8.0) 4.8
EOS PETRO INC EOPT US 1.4 (20.5) (21.7)
EXELIXIS INC EXEL US 328.0 (114.8) (4.6)
EXTENDICARE INC EXETF US 1,915.3 (2.5) 47.1
EXTENDICARE INC EXE CN 1,915.3 (2.5) 47.1
FAIRPOINT COMMUN FRP US 1,466.0 (600.3) (5.0)
FAIRPOINT COMMUN FONN GR 1,466.0 (600.3) (5.0)
FAIRWAY GROUP HO FGWA GR 372.2 (16.5) 17.9
FAIRWAY GROUP HO FWM US 372.2 (16.5) 17.9
FAIRWAY GROUP HO FWMEUR EU 372.2 (16.5) 17.9
FERRELLGAS-LP FEG GR 1,747.0 (128.0) (6.4)
FERRELLGAS-LP FGP US 1,747.0 (128.0) (6.4)
FREESCALE SEMICO 1FS TH 3,275.0 (3,581.0) 1,324.0
FREESCALE SEMICO FSLEUR EU 3,275.0 (3,581.0) 1,324.0
FREESCALE SEMICO 1FS GR 3,275.0 (3,581.0) 1,324.0
FREESCALE SEMICO FSL US 3,275.0 (3,581.0) 1,324.0
FUELSTREAM INC S4HF GR 0.1 (6.4) (6.4)
GAMING AND LEISU GLPI US 2,564.6 (124.7) 12.7
GAMING AND LEISU 2GL GR 2,564.6 (124.7) 12.7
GARDA WRLD -CL A GW CN 1,356.8 (243.8) 57.4
GENCORP INC GY US 1,911.7 (126.4) 109.8
GENCORP INC GCY TH 1,911.7 (126.4) 109.8
GENCORP INC GCY GR 1,911.7 (126.4) 109.8
GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0
GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0
GLG PARTNERS INC GLG US 400.0 (285.6) 156.9
GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9
GOLD RESERVE INC GRZ CN 28.0 (10.5) 4.9
GOLD RESERVE INC GOD GR 28.0 (10.5) 4.9
GOLD RESERVE INC GDRZF US 28.0 (10.5) 4.9
GOODRICH PETRO GDP US 722.1 (15.8) (79.4)
GOODRICH PETRO GXR GR 722.1 (15.8) (79.4)
GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5
GYMBOREE CORP/TH GYMB US 1,284.0 (321.3) 39.5
HCA HOLDINGS INC HCA US 31,199.0 (6,498.0) 3,450.0
HCA HOLDINGS INC 2BH TH 31,199.0 (6,498.0) 3,450.0
HCA HOLDINGS INC 2BH GR 31,199.0 (6,498.0) 3,450.0
HD SUPPLY HOLDIN 5HD GR 6,060.0 (760.0) 1,163.0
HD SUPPLY HOLDIN HDS US 6,060.0 (760.0) 1,163.0
HERBALIFE LTD HLFEUR EU 2,374.9 (334.4) 518.6
HERBALIFE LTD HOO GR 2,374.9 (334.4) 518.6
HERBALIFE LTD HLF US 2,374.9 (334.4) 518.6
HERBALIFE LTD HOO QT 2,374.9 (334.4) 518.6
HOVNANIAN ENT-A HO3 GR 2,461.4 (130.0) 1,608.3
HOVNANIAN ENT-A HOV US 2,461.4 (130.0) 1,608.3
HOVNANIAN ENT-B HOVVB US 2,461.4 (130.0) 1,608.3
HOVNANIAN-A-WI HOV-W US 2,461.4 (130.0) 1,608.3
HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8)
IHEARTMEDIA INC IHRT US 14,040.2 (9,665.2) 815.9
INCYTE CORP ICY GR 830.1 (81.6) 477.7
INCYTE CORP ICY TH 830.1 (81.6) 477.7
INCYTE CORP INCYEUR EU 830.1 (81.6) 477.7
INCYTE CORP INCY US 830.1 (81.6) 477.7
INFOR US INC LWSN US 6,778.1 (460.0) (305.9)
INOVALON HOLDI-A INOVEUR EU 342.6 (8.2) 168.2
INOVALON HOLDI-A IOV GR 342.6 (8.2) 168.2
INOVALON HOLDI-A INOV US 342.6 (8.2) 168.2
INOVALON HOLDI-A IOV TH 342.6 (8.2) 168.2
IPCS INC IPCS US 559.2 (33.0) 72.1
ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2
JUST ENERGY GROU JE CN 1,205.7 (539.0) (119.7)
JUST ENERGY GROU 1JE GR 1,205.7 (539.0) (119.7)
JUST ENERGY GROU JE US 1,205.7 (539.0) (119.7)
LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9
LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9
LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9
LEE ENTERPRISES LEE US 809.3 (167.5) (12.4)
LORILLARD INC LLV GR 4,154.0 (2,134.0) 1,135.0
LORILLARD INC LLV TH 4,154.0 (2,134.0) 1,135.0
LORILLARD INC LO US 4,154.0 (2,134.0) 1,135.0
MANNKIND CORP NNF1 GR 394.4 (73.8) (202.2)
MANNKIND CORP NNF1 TH 394.4 (73.8) (202.2)
MANNKIND CORP MNKD US 394.4 (73.8) (202.2)
MARRIOTT INTL-A MAQ GR 6,865.0 (2,200.0) (1,139.0)
MARRIOTT INTL-A MAR US 6,865.0 (2,200.0) (1,139.0)
MARRIOTT INTL-A MAQ QT 6,865.0 (2,200.0) (1,139.0)
MARRIOTT INTL-A MAQ TH 6,865.0 (2,200.0) (1,139.0)
MDC COMM-W/I MDZ/W CN 1,648.9 (153.6) (269.3)
MDC PARTNERS-A MDZ/A CN 1,648.9 (153.6) (269.3)
MDC PARTNERS-A MD7A GR 1,648.9 (153.6) (269.3)
MDC PARTNERS-A MDCA US 1,648.9 (153.6) (269.3)
MDC PARTNERS-EXC MDZ/N CN 1,648.9 (153.6) (269.3)
MERITOR INC AID1 GR 2,346.0 (576.0) 268.0
MERITOR INC MTOR US 2,346.0 (576.0) 268.0
MERRIMACK PHARMA MP6 GR 158.7 (102.1) 21.0
MERRIMACK PHARMA MACK US 158.7 (102.1) 21.0
MICHAELS COS INC MIM GR 2,005.0 (2,111.0) 572.0
MICHAELS COS INC MIK US 2,005.0 (2,111.0) 572.0
MONEYGRAM INTERN MGI US 4,642.2 (182.7) 48.5
MORGANS HOTEL GR M1U GR 551.2 (227.4) 38.5
MORGANS HOTEL GR MHGC US 551.2 (227.4) 38.5
MOXIAN CHINA INC MOXC US 2.3 (5.4) (5.8)
MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) -
NATIONAL CINEMED XWM GR 991.4 (208.7) 65.2
NATIONAL CINEMED NCMI US 991.4 (208.7) 65.2
NAVISTAR INTL NAV US 6,785.0 (4,688.0) 844.0
NAVISTAR INTL IHR TH 6,785.0 (4,688.0) 844.0
NAVISTAR INTL IHR GR 6,785.0 (4,688.0) 844.0
NEFF CORP-CL A NEFF US 611.4 (206.1) 10.0
NEW ENG RLTY-LP NEN US 177.8 (27.4) -
NORTHWEST BIO NBYA GR 58.4 (35.0) (54.2)
NORTHWEST BIO NWBO US 58.4 (35.0) (54.2)
OCATA THERAPEUTI T2N1 GR 5.7 (2.7) (0.9)
OCATA THERAPEUTI OCAT US 5.7 (2.7) (0.9)
OMEROS CORP 3O8 GR 11.1 (42.7) (9.3)
OMEROS CORP OMER US 11.1 (42.7) (9.3)
OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0)
PALM INC PALM US 1,007.2 (6.2) 141.7
PATRIOT NATIONAL PN US 142.1 (28.3) (30.0)
PBF LOGISTICS LP PBFX US 394.0 (120.3) 21.8
PBF LOGISTICS LP 11P GR 394.0 (120.3) 21.8
PHILIP MORRIS IN PM1 TE 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN 4I1 TH 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN PM FP 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN 4I1 GR 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN PMI SW 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN PM1CHF EU 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN PM US 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN 4I1 QT 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN PM1EUR EU 33,255.0 (12,246.0) (705.0)
PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9)
PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9)
PLY GEM HOLDINGS PGEM US 1,254.6 (96.7) 204.5
PLY GEM HOLDINGS PG6 GR 1,254.6 (96.7) 204.5
POLYMER GROUP IN POLGA US 2,035.2 (23.8) 315.1
POLYMER GROUP-B POLGB US 2,035.2 (23.8) 315.1
PROTALEX INC PRTX US 0.6 (11.5) 0.0
PROTECTION ONE PONE US 562.9 (61.8) (7.6)
PUREBASE CORP PUBC US 0.0 (0.0) (0.0)
QUALITY DISTRIBU QDZ GR 427.8 (31.7) 115.0
QUALITY DISTRIBU QLTY US 427.8 (31.7) 115.0
QUINTILES TRANSN Q US 3,305.8 (704.0) 674.2
QUINTILES TRANSN QTS GR 3,305.8 (704.0) 674.2
RAYONIER ADV RYAM US 1,303.9 (62.4) 188.5
RAYONIER ADV RYQ GR 1,303.9 (62.4) 188.5
REGAL ENTERTAI-A RETA GR 2,539.5 (897.3) (135.6)
REGAL ENTERTAI-A RGC US 2,539.5 (897.3) (135.6)
REGAL ENTERTAI-A RGC* MM 2,539.5 (897.3) (135.6)
RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4)
RENTPATH INC PRM US 208.0 (91.7) 3.6
RETROPHIN INC 17R GR 135.5 (37.3) (70.2)
RETROPHIN INC RTRX US 135.5 (37.3) (70.2)
REVLON INC-A RVL1 GR 1,944.1 (644.1) 308.9
REVLON INC-A REV US 1,944.1 (644.1) 308.9
ROOMLINX INC RMLXD US 5.6 (5.0) (2.1)
ROUNDY'S INC RNDY US 1,119.4 (86.4) 75.2
ROUNDY'S INC 4R1 GR 1,119.4 (86.4) 75.2
RURAL/METRO CORP RURL US 303.7 (92.1) 72.4
RYERSON HOLDING 7RY GR 1,976.9 (125.9) 739.2
RYERSON HOLDING 7RY TH 1,976.9 (125.9) 739.2
RYERSON HOLDING RYI US 1,976.9 (125.9) 739.2
SALLY BEAUTY HOL S7V GR 2,097.0 (255.6) 753.8
SALLY BEAUTY HOL SBH US 2,097.0 (255.6) 753.8
SBA COMM CORP-A SBACEUR EU 7,841.1 (660.8) (4.2)
SBA COMM CORP-A SBJ GR 7,841.1 (660.8) (4.2)
SBA COMM CORP-A SBAC US 7,841.1 (660.8) (4.2)
SBA COMM CORP-A SBJ QT 7,841.1 (660.8) (4.2)
SBA COMM CORP-A SBJ TH 7,841.1 (660.8) (4.2)
SEARS HOLDINGS SEE TH 13,209.0 (945.0) (213.0)
SEARS HOLDINGS SHLD US 13,209.0 (945.0) (213.0)
SEARS HOLDINGS SEE GR 13,209.0 (945.0) (213.0)
SEQUENOM INC SQNM US 161.1 (31.2) 65.7
SEQUENOM INC QNMA TH 161.1 (31.2) 65.7
SEQUENOM INC SQNMEUR EU 161.1 (31.2) 65.7
SEQUENOM INC QNMA GR 161.1 (31.2) 65.7
SILVER SPRING NE SSNI US 548.2 (133.8) 78.4
SILVER SPRING NE 9SI GR 548.2 (133.8) 78.4
SILVER SPRING NE 9SI TH 548.2 (133.8) 78.4
SIRIUS XM CANADA SIICF US 298.2 (128.5) (173.7)
SIRIUS XM CANADA XSR CN 298.2 (128.5) (173.7)
SONIC CORP SO4 GR 625.8 (0.3) 13.7
SONIC CORP SONC US 625.8 (0.3) 13.7
SONIC CORP SONCEUR EU 625.8 (0.3) 13.7
SPORTSMAN'S WARE 06S GR 270.7 (31.3) 86.4
SPORTSMAN'S WARE SPWH US 270.7 (31.3) 86.4
SUPERVALU INC SJ1 GR 5,078.0 (647.0) 277.0
SUPERVALU INC SVU US 5,078.0 (647.0) 277.0
SUPERVALU INC SJ1 TH 5,078.0 (647.0) 277.0
SYNERGY PHARMACE SGYP US 213.3 (5.2) 181.9
SYNERGY PHARMACE SGYPEUR EU 213.3 (5.2) 181.9
SYNERGY PHARMACE SGYP GR 213.3 (5.2) 181.9
THERAVANCE THRX US 521.7 (223.3) 238.4
THERAVANCE HVE GR 521.7 (223.3) 238.4
THRESHOLD PHARMA THLD US 68.4 (24.0) 40.7
THRESHOLD PHARMA NZW1 GR 68.4 (24.0) 40.7
TOWN SPORTS INTE T3D GR 409.8 (118.1) 52.3
TOWN SPORTS INTE CLUB US 409.8 (118.1) 52.3
TRANSDIGM GROUP T7D GR 6,913.6 (1,464.7) 1,231.3
TRANSDIGM GROUP TDG US 6,913.6 (1,464.7) 1,231.3
TRINET GROUP INC TN3 GR 2,347.8 (25.8) 55.6
TRINET GROUP INC TNETEUR EU 2,347.8 (25.8) 55.6
TRINET GROUP INC TN3 TH 2,347.8 (25.8) 55.6
TRINET GROUP INC TNET US 2,347.8 (25.8) 55.6
TRYCERA FINANCIA TRYFD US 0.0 (3.3) (3.2)
UNILIFE CORP 4UL GR 86.4 (19.9) 2.4
UNILIFE CORP 4UL TH 86.4 (19.9) 2.4
UNILIFE CORP UNIS US 86.4 (19.9) 2.4
UNISYS CORP UISCHF EU 2,348.7 (1,452.4) 319.6
UNISYS CORP UIS US 2,348.7 (1,452.4) 319.6
UNISYS CORP UIS1 SW 2,348.7 (1,452.4) 319.6
UNISYS CORP USY1 TH 2,348.7 (1,452.4) 319.6
UNISYS CORP UISEUR EU 2,348.7 (1,452.4) 319.6
UNISYS CORP USY1 GR 2,348.7 (1,452.4) 319.6
VALMIE RESOURCES VMRI US 0.0 (0.2) (0.1)
VENOCO INC VQ US 616.3 (19.8) 46.7
VERISIGN INC VRSN US 2,154.9 (883.5) (429.9)
VERISIGN INC VRS GR 2,154.9 (883.5) (429.9)
VERISIGN INC VRS TH 2,154.9 (883.5) (429.9)
VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8)
VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3)
WEIGHT WATCHERS WTWEUR EU 1,515.2 (1,384.3) 50.7
WEIGHT WATCHERS WW6 TH 1,515.2 (1,384.3) 50.7
WEIGHT WATCHERS WW6 GR 1,515.2 (1,384.3) 50.7
WEIGHT WATCHERS WTW US 1,515.2 (1,384.3) 50.7
WEIGHT WATCHERS WW6 QT 1,515.2 (1,384.3) 50.7
WEST CORP WSTC US 3,818.1 (659.6) 369.8
WEST CORP WT2 GR 3,818.1 (659.6) 369.8
WESTERN REFINING WR2 GR 378.3 (27.1) 50.1
WESTERN REFINING WNRL US 378.3 (27.1) 50.1
WESTMORELAND COA WLB US 1,829.6 (349.4) (13.1)
WESTMORELAND COA WME GR 1,829.6 (349.4) (13.1)
WESTMORELAND RES WMLP US 204.0 (14.2) (57.7)
WESTMORELAND RES 2OR1 GR 204.0 (14.2) (57.7)
XERIUM TECHNOLOG XRM US 594.0 (74.1) 97.7
XERIUM TECHNOLOG TXRN GR 594.0 (74.1) 97.7
YRC WORLDWIDE IN YEL1 TH 1,985.0 (474.3) 148.2
YRC WORLDWIDE IN YEL1 GR 1,985.0 (474.3) 148.2
YRC WORLDWIDE IN YRCW US 1,985.0 (474.3) 148.2
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***