/raid1/www/Hosts/bankrupt/TCR_Public/150623.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, June 23, 2015, Vol. 19, No. 174
Headlines
6501 INVESTMENTS: Voluntary Chapter 11 Case Summary
A-TECH CONSULTING: Case Summary & 20 Largest Unsecured Creditors
ANNA'S LINENS: Hilco & Gordon to Begin Going-Out-of-Business Sales
AP-LONG BEACH: Stapleton Group OK'd to Manage Long Beach Property
ASHTON R O'DWYER: Appeal Over Asset Sale Dismissed as Moot
ATLANTIC BROADBAND: Moody's Rates New Sr. Secured Loan 'Ba3'
BAJA RIVER EAST: Case Summary & 20 Largest Unsecured Creditors
BALL CORP: Fitch Assigns 'BB+/RR4' Rating to 2025 Notes
BERNARD L. MADOFF: Seeks Approval of Plaza Settlement Agreement
BIG M, INC: UST Says Case Ripe for Conversion
BIOLIFE SOLUTIONS: May Issue 3.1-Mil. Shares Under Incentive Plan
BOOMERANG TUBE: Has Donlin Recano as Claims & Noticing Agent
BOOMERANG TUBE: Patterson Has Limited Objection to DIP Motion
BRAINSTORM CELL: Needs More Capital to Continue as Going Concern
CAESARS ENTERTAINMENT: Leon Cooperman No Longer a Shareholder
CAL DIVE: Okayed to Employ Supplemental Staffing for Carl Marx
CAL DIVE: Parties Support Maritime Lienholders Panel Appointment
CCT RESERVE: 4th Cir. Rules on Appeals in CresCom Bank Suit
CHASSIX HOLDINGS: E&Y OK'd as Independent Auditor and Tax Advisor
CHASSIX HOLDINGS: Has OK to Continue Key Employee Retention Program
CHASSIX HOLDINGS: Wins Nod to Pay $40M to Critical Vendors
COLT HOLDING: Meeting to Form Creditors' Panel Set for June 25
CORINTHIAN COLLEGES: Panel Wants Student Debt Collections Stayed
CORINTHIAN COLLEGES: Titan Files Schedules of Assets & Liabilities
COUTURE HOTEL: Court Denies 2nd Bid To Extend Exclusive Periods
CROZER-CHESTER MEDICAL: Moody's Lowers Long-Term Rating to Ba3
D.R. HORTON: Fitch Affirms 'BB+' Issuer Default Rating
DEB STORES: July 7 Hearing on Paritz as Accountants
EFACTOR GROUP: Incurs $2.26-Mil. Net Loss in First Quarter
ERG INTERMEDIATE: Hires Gibss & Bruns as Litigation Counsel
ERG INTERMEDIATE: Hires Jones Day as Counsel
F.M.C. MARKET: Voluntary Chapter 11 Case Summary
FEDERATION EMPLOYMENT: Taps Cushman & Wakefield as Broker
FINANCIAL HOLDINGS: Files Ch.11 to Sell Bank Unit to Insider
FINANCIAL HOLDINGS: Files Schedules of Assets and Liabilities
FINANCIAL HOLDINGS: Has $70,000 of Financing From Buyer
FISHER ISLAND: Involuntaries Dismissed After Settlement Reached
FRAC SPECIALISTS: Taps SSG and Chiron as Investment Bankers
FRAC SPECIALISTS: Wants to Hire Montgomery Coscia as Accountants
FREDERICK'S OF HOLLYWOOD: Creditors' Panel Taps BDO as Advisors
FREDERICK'S OF HOLLYWOOD: Panel Hires Bayard as Co-counsel
FREDERICK'S OF HOLLYWOOD: Panel Taps Cooley LLP as Lead Counsel
GALWAY GROUP: Case Summary & Largest Unsecured Creditor
GENCO SHIPPING: Court Expunges Fisher-Park Claims
GLOBAL COMPUTER: Taps Crowley Hoge to Handle Complaint Against SEF
GT ADVANCED: Fee Examiner Taps Ciardi as Bankruptcy Counsel
GT ADVANCED: Proposes to Sell GT SST Assets for $1.85-Mil.
GULF PACKAGING: Can Hire Gray Reed as Bankruptcy Counsel
GULF PACKAGING: Court Approves FrankGecker LLP as Counsel
GULF PACKAGING: Equity Partners Approved as Investment Banker
GULF PACKAGING: Freeborn & Peters Approved as Committee Counsel
HENDRICKSON TRUCKING: Case Summary & 20 Top Unsecured Creditors
HIGH RIDGE: Hires Devine Goodman as Special Counsel
HYDROCARB ENERGY: Sells $414,500 Convertible Note to Vis Vires
INFINITY ENERGY: Registers 57.7 Million Common Shares for Resale
JAZZ SECURITIES: Moody's Assigns Ba2 Rating on New Secured Loans
JTS LLC: Failure of Settlement Talks Led to Chapter 11 Filing
LEO MOTORS: Files Financial Statements of Acquired Assets
LINDBLAD EXPEDITIONS: Moody's Affirms B2 CFR on $25MM Loan Upsize
LLRIG TWO: Bankruptcy Court Confirms Plan of Reorganization
LSI RETAIL: State Farm Agrees to Cash Collateral Use Until July 1
LUXURY IMPORTS: Judgment Affirmed in Suit v. Brasher's
MARTIFER SOLAR: Resolves RSBF Entities' $1.2-Mil. Claims
MARTIFER SOLAR: Settles BayWa Admin. Claim for $305,000
MAUDORE MINERALS: Quebec Court Extends CCAA Proceedings
MGM RESORTS: Anthony Mandekic Reports 16.2% Stake as of June 15
MIDWAY GOLD: Case Summary & 30 Largest Unsecured Creditors
MIDWAY GOLD: Files for Ch. 11 Amid Woes on Pan Mine Project
MIDWAY GOLD: NYSE MKT Suspends Common Stock Trading
MORNINGSTAR MARKETPLACE: Can Access Cash Collateral until Sept. 30
NII HOLDINGS: Bankruptcy Court Confirms Reorganization Plan
NORTEL NETWORKS: Canadian Employees' Late-Filed Claims Barred
OAS SA: Presents Reorganization Plan to Sao Paulo Bankruptcy Court
PARKVIEW ADVENTIST: Required to File Missing Documents by June 30
QUICKSILVER RESOURCES: Needs Until Oct. 13 to Decide on Leases
RADIOSCHACK CORP: Seeks July 6 Extension of Plan Filing Date
RADIOSHACK CORP: Seeks Approval of $2.0-Mil. Settlement with Sprint
RR DONNELLEY: Moody's Affirms 'Ba2' CFR & Alters Outlook to Stable
SEARS HOLDINGS: Edward Lampert Reports 52.5% Stake as of June 15
SEQUENOM INC: Welcomes Catherine Mackey to Board of Directors
SHOAL GAMES: Incurs $722K Net Loss in First Quarter
SIGA TECHNOLGIES: Court Denies Bid to Disband Creditor's Committee
SILICON GENESIS: Alston & Bird to Enforce $477K Judgment
SILICON GENESIS: CEO Approved as Responsible Individual
SILICON GENESIS: Schnader Harrison Okayed as Bankruptcy Counsel
SILICON GENESIS: Schnader Harrison Okayed as Bankruptcy Counsel
SILICON GENESIS: Stadheim Okayed to Pursue and Enforce Patents
SILICON GENESIS: Taps Berkeley Research as Financial Advisor
SILICON GENESIS: U.S. Trustee Balks at Payment Method for Sensiba
SILVERADO STREET: Tapped James J. Lee as Bankruptcy Counsel
SILVERADO STREET: Taps Cali Realty to Manage La Jolla Property
SILVERADO STREET: Taps Dale Curtis to Appraise La Jolla Property
SILVERADO STREET: Wants to Hire Dennis & Dennis as CPA Accountant
SKYRIDER INC: Case Summary & 20 Largest Unsecured Creditors
SNOWFLAKE COMMUNITY: U.S. Trustee to Hold Creditors' Meeting Today
STANDARD REGISTER: Taylor to Acquire Assets; CEO Steps Down
STG-FAIRWAY ACQUISITIONS: Moody's Assigns B3 CFR, Outlook Stable
STONE ENERGY: Moody's Revises Outlook to Stable & Affirms B2 CFR
TANK 1 SERVICES: Case Summary & 20 Largest Unsecured Creditors
UNITED GILSONITE: Reorganization Plan Declared Effective
WBH ENERGY: Proposes to Hand Over $1.08-Mil. Funds to USEDC
[*] Choate Gets Legal 500 Top National Rankings in 8 Practice Areas
[*] Hughes Watters' Dominique Varner Receives Italian Flame Award
[*] Tom Salerno Joins Stinson Leonard Street LLP in Phoenix
[^] Large Companies With Insolvent Balance Sheet
*********
6501 INVESTMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 6501 Investments, LLC
W145 N5353 Thornhill Drive
Menomonee Falls, WI 53051
Case No.: 15-27247
Chapter 11 Petition Date: June 19, 2015
Court: United States Bankruptcy Court
Eastern District of Wisconsin (Milwaukee)
Judge: Hon. Michael Halfenger
Debtor's Counsel: Jonathan V. Goodman, Esq.
Derek H. Goodman, Esq.
LAW OFFICES OF JONATHAN GOODMAN
788 North Jefferson Street, Suite 707
Milwaukee, WI 53202-3739
Tel: 414-276-6760
Fax: 414-287-1199
Email: jgoodman@ameritech.net
derek@jgoodmanlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Harjinder Singh, principal.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
A-TECH CONSULTING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: A-Tech Consulting, Inc.
3901 W. Osborne Ave
Tampa, FL 33614
Case No.: 15-06383
Chapter 11 Petition Date: June 19, 2015
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtor's Counsel: Angelina E Lim, Esq.
JOHNSON POPE BOKOR RUPPEL & BURNS LLP
PO Box 1100
Tampa, FL 33601-1100
Tel: 813-225-2500
Fax: 813-223-7118
Email: angelinal@jpfirm.com
- and -
Alberto F Gomez, Jr., Esq.
JOHNSON POPE BOKOR RUPPEL & BURNS, LLP
403 East Madison Street, Suite 400
Tampa, FL 33602
Tel: 813-225-2500
Fax: 813-223-7118
Email: al@jpfirm.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by John D. Wigginton, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb15-06383.pdf
ANNA'S LINENS: Hilco & Gordon to Begin Going-Out-of-Business Sales
------------------------------------------------------------------
Hilco Merchant Resources and Gordon Brothers Group disclosed that
they will begin going-out-of-business sales at all Anna's Linens
retail locations beginning today, June 19. The joint venture
partners were awarded the store closing process by a U.S.
bankruptcy court on June 18. In addition to the already famously
low prices, sales will offer discounts of up to 30% on all
merchandise including sheets, bed pillows, comforter sets, bath and
beach towels, bed and bath accessories, window treatments,
housewares, decorative home accents, storage, gifts and much more.
Anna's Linens currently operates 252 retail locations throughout
the United States and Puerto Rico. The company filed for Chapter
11 protection on June 14, 2015. The sale will entail the total
liquidation of all merchandise, much of which has been re-stocked
within the past week. Store furniture, fixtures, and equipment
will also be available for sale.
"These store closing sales feature an outstanding assortment of
merchandise at very significant price reductions," a spokesperson
for the joint venture stated. "Consumers are encouraged to shop
early while the selection is best."
Gift cards must be redeemed by July 14, 2015.
About Hilco Merchant Resources, LLC
Hilco Merchant Resources -- http://www.hilcomerchantresources.com
-- provides a wide range of analytical, advisory, asset
monetization, and capital investment services to help define and
execute a retailer's strategic initiatives. Hilco Merchant
Resources' activities fall into several principal categories
including acquisitions; disposition of underperforming stores;
retail company or division wind downs; event sales to convert
unwanted assets into working capital; facilitation of mergers and
acquisitions; interim company, division or store management teams;
loss prevention; and, the monetization of furniture, fixtures and
equipment.
Hilco Merchant Resources is part of Northbrook, Illinois based
Hilco Global, the world's leading authority on maximizing the value
of business assets by delivering valuation, monetization and
advisory solutions to an international marketplace. Hilco Global
-- http://www.hilcoglobal.com-- operates twenty specialized
business units offering services that include asset appraisal,
retail and industrial inventory acquisition and disposition, real
estate repositioning and renegotiation, strategic advisory and
operational consulting and strategic capital equity investments.
About Gordon Brothers Group
Founded in 1903, Gordon Brothers Group --
http://www.gordonbrothers.com/-- is a global advisory,
restructuring and investment firm specializing in the retail,
consumer products, industrial and real estate sectors. Gordon
Brothers Group maximizes value for both healthy and distressed
companies by purchasing or selling all categories of assets,
mitigating leases, appraising assets and operating businesses for
extended periods. Gordon Brothers Group conducts over $70 billion
worth of transactions and appraisals annually. As of November
2014, debt financing is provided by Gordon Brothers Finance Company
-- http://www.gbfinco.com/
About Anna's Linens
Anna's Linens is a specialty retailer offering home textiles,
furnishings and decor at attractive prices. Headquartered in Costa
Mesa, California, operates a chain of 268 company owned retail
stores throughout 19 states in the United States (including Puerto
Rico and Washington, D.C.) generates over $300 million in annual
revenue and employs a workforce of over 2,500 associates.
Anna's Linens sought Chapter 11 bankruptcy protection (Bankr. C.D.
Cal. Case No. 15-13008) in Santa Ana, California, on June 14, 2015.
The case is assigned to Judge Theodor Albert. The Debtor tapped
Levene, Neale, Bender, Yoo & Brill LLP as counsel. The Debtor
estimated assets of $50 million to $100 million and debt of $100
million to $500 million.
AP-LONG BEACH: Stapleton Group OK'd to Manage Long Beach Property
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized AP-Long Beach Airport LLC to employ Stapleton Group as
property manager, nunc pro tunc to April 14, 2015.
Stapleton Group is expected to manage the Debtor's Long Beach
Property.
The Debtor is authorized to pay to Stapleton Group the monthly fee
of approximately $8,000, without the need for further order of the
Court, unless the fee exceeds $8,500 per month.
About AP-Long Beach
AP-Long Beach Airport LLC is a property-level subsidiary of The
Abbey Companies LLC. The Abbey Companies and its more than 60
separate subsidiaries were founded by Donald G. Abbey.
AP-Long Beach Airport LLC is a single asset real estate that owns
a
206,945-square foot building at Long Beach Airport, in Long Beach
California, that originally was an airplane hangar. The building
is owned and operated by the company on land owned by, and leased
from, the City of Long Beach.
AP-Long Beach Airport LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 14-33372) on Dec.
19, 2014. The case is assigned to Judge Vincent P. Zurzolo.
The Debtor's counsel is Alan J Friedman, Esq., and Kerri A Lyman,
Esq., at Irell & Manella LLP.
The Debtor disclosed $44.6 million in assets and $34.8 million in
liabilities as of the Chapter 11 filing.
The hearing on confirmation of the Plan of Reorganization for
The Debtor scheduled for June 18, 2015, is continued to June 25,
2015 at 2:00 p.m. The plan offers creditors 100 cents on the
dollar plus interest and lets the owner retain control of the
Company.
ASHTON R O'DWYER: Appeal Over Asset Sale Dismissed as Moot
----------------------------------------------------------
The United States Court of Appeals, Fifth Circuit, dismissed the
debtor's appeal in the case captioned ASHTON R. O'DWYER, JR.,
Appellant, v. MICHAEL P. O'DWYER; LOWEN CLAUSEN, Appellees, NO.
14-30971 (5th Cir.).
Debtor Ashton R. O'Dwyer, Jr. appealed the bankruptcy court's order
authorizing the chapter 7 trustee to sell any and all of his
fractional interest in certain batture property in Jefferson
Parish, Louisiana to his brother, Michael O'Dwyer. Neither the
bankruptcy court nor the district court stayed the sale pending
appeal. The Debtor asked the appellate court to set the sale
aside.
The appellate court concluded that Bankruptcy Code Section 363(m)
renders the appeal moot. It explained that it has no jurisdiction
to review an unstayed sale order once the sale occurs, except on
the limited issue of whether the sale was made to a good faith
purchaser.
A copy of the May 21, 2015 decision is available at
http://is.gd/EQ4AzUfrom Leagle.com.
About Ashton R. O'Dwyer, Jr.
Ashton R. O'Dwyer, Jr. filed a voluntary petition for bankruptcy
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No.
09-_____) in August 2009. In May 2010, the bankruptcy court
converted his case to a liquidation under Chapter 7 of the Code and
ordered the United States Trustee's Office to appoint a trustee to
administer the bankruptcy estate. The bankruptcy court granted
O'Dwyer a discharge and ultimately closed the case in November
2013.
ATLANTIC BROADBAND: Moody's Rates New Sr. Secured Loan 'Ba3'
------------------------------------------------------------
Moody's Investors Service rated Acquisitions Cogeco Cable II, LP's
(Atlantic Broadband or ABB) new senior secured term loan Ba3, the
same rating level as the company's existing senior secured credit
facilities. As part of the same rating action, Moody's affirmed
ABB's B1 corporate family rating, B1-PD probability of default
rating, and maintained ABB's stable ratings outlook.
The action follows ABB's announcement of an agreement to acquire
MetroCast Communications of Connecticut, LLC for $200 million,
which, pending regulatory approvals, is expected to close in the
third quarter. In addition to the new $100 million senior secured
term loan, the remaining $100 million of the purchase price is
expected to be financed through ABB's senior secured revolving
credit facility. Since this weakens ABB's liquidity, the company's
speculative grade liquidity rating was downgraded to SGL-3
(adequate) from SGL-2 (good).
A summary of actions:
Previously, Moody's had erroneously listed all ratings and the
outlook under a predecessor entity, Atlantic Broadband Operating
Holdings. This action relocates all ratings to the correct legal
entity, Acquisitions Cogeco Cable II, LP. In describing the
actions, we have abstracted from withdrawals from the prior entity
and assignments at the correct entity and, for those ratings that
remain unchanged, have described the action as, in the case of
ratings, affirming, and in the case of the outlook, maintaining.
Issuer: Acquisitions Cogeco Cable II, LP
Assignment:
Senior Secured Bank Credit Facility, Assigned Ba3, LGD3
Affirmations:
Corporate Family Rating, Affirmed at B1
Probability of Default Rating, Affirmed at B1-PD
Senior Secured Bank Credit Facility, Affirmed Ba3, LGD3
Outlook Actions:
Outlook, Maintained at Stable
Downgrade:
Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
SGL-2
RATINGS RATIONALE
ABB's B1 corporate family rating is based on expectations of
5x-to-6x leverage of debt-to-EBITDA, a level which, given the
context of the company's modest scale and the competitive
environment in which it operates, is relatively aggressive (Moody's
includes the subordinated intercompany loan to Cogeco Cable in all
leverage calculations; this adds about 1.5x to the leverage
calculation). ABB's solid operating margins, commitment to high
quality network infrastructure and solid growth prospects support
the rating. Sponsorship from Cogeco Cable Inc. (Cogeco; not rated),
also provides a positive ratings consideration.
Rating Outlook
The stable outlook incorporates Moody's expectations for leverage
of debt-to-EBITDA to remain in a range of 5x to 6x along with solid
operating performance and adequate liquidity.
What Could Change the Rating -- Up
Moody's would consider an upgrade based on expectations for
debt-to-EBITDA sustained around 4x times and sustained high single
digit free cash flow-to-debt. An upgrade would also require
evidence of Cogeco's commitment to maintaining this more
conservative credit profile.
What Could Change the Rating -- Down
Moody's would consider a downgrade based on expectations for
debt-to-EBITDA to remain closer to 6 times, a deterioration of the
liquidity profile, or evidence of below-peer subscriber trends.
Corporate Profile Headquartered in Quincy, Massachusetts, Atlantic
Broadband Operating Holdings serves approximately 224 thousand
video, 201 thousand high speed data and 83 thousand phone
subscribers across Western Pennsylvania, Maryland, Delaware, Miami
Beach and South Carolina in addition to providing commercial video,
high speed data, and phone services within its footprint. Its
annual revenue is approximately $380 million.
ABB is an indirect, wholly-owned subsidiary of Cogeco Cable Inc.
(Cogeco; not rated), a public traded Canadian cable operator based
in Montreal, Québec. Cogeco provides residential customers in
Ontario and Québec with television, high speed Internet, and
telephony services and also provides advanced communication
solutions to commercial customers. Its annual revenue is
approximately $1.9 billion.
BAJA RIVER EAST: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Baja River East, LLC
dba Quay Restaurant
465 E. Illinois St.
Chicago, IL 60611
Case No.: 15-21282
Chapter 11 Petition Date: June 19, 2015
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Janet S. Baer
Debtor's Counsel: Thomas R. Fawkes, Esq.
GOLDSTEIN & MCCLINTOCK LLLP
208 S LaSalle Street, Suite 1750
Chicago, IL 60604
Tel: 312.337.7700
Email: tomf@restructuringshop.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert Stejskal, authorized agent.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb15-21282.pdf
BALL CORP: Fitch Assigns 'BB+/RR4' Rating to 2025 Notes
-------------------------------------------------------
Fitch Ratings has assigned a 'BB+/RR4' rating to Ball Corp.'s $1
billion senior unsecured notes offering due 2025. The Rating
Outlook is Stable.
The company intends to use the net proceeds from this offering to
repay borrowings under the revolving credit facility and the
balance, if any, for general corporate purposes subject to the
provisions of the bridge term loan facility.
KEY RATING DRIVERS
Leverage High Post Close, Material Deleveraging Expected by 2017
The rating considers the expected material increase in Ball's
leverage. Pro forma for the Rexam PLC (Rexam) transaction, Fitch
expects leverage will be in the low- to mid-4x range at the end of
2016 depending on the extent of required divestitures. Ball's
leverage was 2.6x at 2014 year end, which is in the typical range
for the company as leverage has increased to 3.0x at the end of the
first quarter 2015 due to seasonal working capital requirements.
Ball and Rexam's combined FCF generation should allow the company
to rapidly delever, primarily though debt reduction, although Fitch
expects some benefit through execution of its synergy targets.
During 2017, leverage should further decline to less than 3.5x,
back within current negative rating sensitivities. Ball has a
strong track record for deleveraging following large transactions,
which is an important rating consideration.
Improved Business Risk Profile
Fitch believes the proposed $8.4 billion acquisition of Rexam PLC
will allow Ball to materially improve its business risk profile,
profitability and financial flexibility owing to the combined
capabilities, production efficiencies and scale of these No. 1 and
2 global beverage can manufacturers. Thus, the combination should
improve Ball's competitive position to better optimize beverage can
price to customers relative to other alternative packaging
substrates. The transaction also provides access to additional
geographies and new customers that will increase Ball's exposure to
growing beverage segments along with the ability to better leverage
specialty package technology and efficiencies.
Expected Net Synergies of Combined Company Meaningful
The combined company would have approximately $15 billion in
revenue and $2.4 billion in adjusted EBITDA excluding
considerations for asset divestitures. Fitch believes Ball should
have opportunities to exceed the net synergy target of $300 million
on an annual basis. Non-recurring integration costs are estimated
at approximately $300 million over the first three years.
Closing Expected in First Half of 2016
The transaction, which is expected to close in the first half of
2016, is subject to approval from each company's shareholders,
regulatory approvals and customary closing conditions. Given the
substantial market concentration of the two companies across the
U.S., Europe and South America, the regulatory process will be much
longer than normal and could result in considerable divestitures if
approved. A breakup fee that varies between ?43 million and ?302
million based on the break payment event is included in the
co-operation agreement. Ball has the right to terminate the
agreement in the event of an anti-trust material adverse effect if
required asset divestitures by regulators are in excess of an
aggregate $1.58 billion.
Maturity Profile Extended
Ball's nearest term maturity, excluding securitization program,
revolver debt and uncommitted lines, is $750 million of senior
notes due 2022. In March 2015, Ball redeemed $1 billion of senior
notes including $500 million due in 2020 and $500 million due in
2021 by drawing down on the $3 billion revolving credit facility
(RCF). Proceeds from this bond issuance will be used to pay down
the RCF. The RCF commitment will step down dollar for dollar up to
$750 million.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for the issuer
include:
-- Regulatory approval is gained and antitrust related divestures
are in the $1 billion range which provides additional
deleveraging benefits through debt reduction;
-- A minimum of a 12-month regulatory review period that will
allow Ball to meaningfully build excess cash;
-- Ball will not repurchase any shares until net leverage
decreases below 3x;
-- Margin expansion of at least 150 basis points through 2018
driven by the increased scale and synergy opportunities;
-- FCF approaching $1 billion in 2017;
-- 2016 leverage would increase to the mid-4x range pro forma for
the transaction, decreasing to less than 3.5x during 2017.
RATING SENSITIVITIES
Negative: Future developments that may, individually or
collectively, lead to negative rating include:
-- Sustained leverage greater than 3.5x;
-- Significant revenue decline/pressure on EBITDA causing a
material drop in profitability and lower cash generation;
-- Change in financial policy or initiation of material share
repurchases before net leverage is reduced below 3x following
the close of the proposed acquisition.
Positive: Future developments that may, individually or
collectively, lead to positive rating include:
-- Fitch does not view a ratings upgrade as likely at this
time given the expected increase in leverage due to
the proposed transaction.
LIQUIDITY
Ball has bolstered necessary liquidity required for the proposed
transaction through a $3 billion multicurrency RCF maturing in
February 2018 and ?3.3 billion multicurrency bridge term loan
facilities. The lengthy review period will also allow Ball and
Rexam the opportunity to build cash in anticipation of the
transaction closing to strengthen the balance sheets.
Currently, Ball has very good liquidity provided by the company's
free cash flow (FCF), availability under its credit agreement,
balance sheet cash and other facilities. FCF (net cash provided by
operating activities less capital expenditures and dividends) for
2014 was $549 million. Ball expects to generate at least $500
million in FCF (Fitch defined) during 2015. At March 31, 2015,
taking into account outstanding letters of credit and excluding
availability under the accounts receivable securitization program,
approximately $1.7 billion was available under Ball's RCF.
Ball's securitization agreement, maturing May 2017, typically can
vary between $90 million and $140 million depending on the
seasonality of the company's business. The receivable
securitization agreement totalled $55 million at March 31, 2015. At
the end of the first quarter 2015, Ball had cash of $229 million.
Ball also has material inter-company loans in Europe and China that
allow for the company to transfer cash efficiently. The company has
uncommitted, unsecured credit facilities, which Fitch views as a
weaker form of liquidity. Ball had approximately $741 million of
uncommitted lines available of which $227 million was outstanding
and due on demand at the end of the first quarter 2015.
Expected financing for the transaction will include a mix of bank
and unsecured debt, a significant equity component and excess cash.
In order to mitigate its currency exchange rate risk due to the
transaction, Ball entered into collar and option contracts from
February 2015, through the expected acquisition closing date with
an aggregate notional amount of approximately $3.1 billion. Ball
also entered into interest rate swaps in excess of $1 billion to
minimize its interest rate exposure associated with the anticipated
debt issuances.
Fitch expects Ball will finance a substantial portion of the
transaction with foreign currencies in various geographies,
effectively mitigating the deleveraging risk from trapped foreign
cash due to the significant international cash generation of the
combined company.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following rating:
-- $1 billion senior unsecured notes offering due 2025 rated
'BB+/RR4'.
Fitch has withdrawn the following rating:
-- Senior secured term loan C facility at 'BBB-/RR1'.
Ball's existing ratings are as follows:
-- IDR 'BB+';
-- Senior unsecured debt 'BB+/RR4';
-- $3 billion senior secured RCF 'BBB-/RR1'.
BERNARD L. MADOFF: Seeks Approval of Plaza Settlement Agreement
---------------------------------------------------------------
Irving H. Picard, Securities Investor Protection Act (SIPA) Trustee
for the liquidation of Bernard L. Madoff Investment Securities LLC
(BLMIS), and the Securities Investor Protection Corporation (SIPC)
on June 19 disclosed that the SIPA Trustee filed a motion on June
19 in the United States Bankruptcy Court for the Southern District
of New York seeking approval of a settlement agreement with Plaza
Investments International Limited and Notz, Stucki Management
(Bermuda) Limited.
Under the terms of the agreement, the settlement with Plaza will
immediately benefit the BLMIS Customer Fund by $140 million. This
payment by Plaza represents approximately 60 percent of the amount
transferred from BLMIS to Plaza during the six-year period prior to
the BLMIS liquidation filing and also includes 100 percent of the
preference and transfers from BLMIS to the Plaza defendants that
occurred within two years of the BLMIS liquidation filing. The
approval hearing has been set for July 29, 2015 at 10:00 a.m.
As of the approval of the settlement, Plaza will be entitled to an
allowed claim of approximately $405 million and entitled to receive
catch-up payments of approximately $198 million based on the five
pro rata interim distributions made in the SIPA liquidation of
BLMIS to date, plus the $500,000 SIPC advance. Plaza will use the
first $140 million of the catch-up payments to pay the amount it
owes to the BLMIS Customer Fund. Plaza will now be entitled to
further pro rata interim distributions along with all other BLMIS
customers with allowed claims not yet fully satisfied.
SIPC President and CEO Stephen P. Harbeck said, "These settlements
will be a substantial addition to the SIPA Trustee's fund of
'customer property.' It shows the critical importance of powers
given by the Bankruptcy Code and the Securities Investor Protection
Act to the SIPA Trustee to recover assets for the investors who
lost their funds in this financial tragedy. These settlements are
a continuation of the SIPA Trustee's efforts to fully satisfy as
many BLMIS allowed claims as possible."
Mr. Harbeck added, "To that end, SIPC pays for all of the
administrative expenses necessary to recover assets for
distribution in the Madoff proceeding. All of the funds recovered
are distributed to customers. No customer money is used for
administrative expenses."
Elizabeth Scully, BakerHostetler lead counsel for the Plaza matter
on behalf of the SIPA Trustee stated, "The SIPA Trustee's motion
asks that the agreement be approved because it confers significant
benefits not only to the BLMIS Customer Fund but also to the
investors of Plaza. As with all settlements in the BLMIS
liquidation, the first priority is to ensure that every account in
the SIPA liquidation first be brought onto a level playing field so
that those entitled to Customer Fund assets may receive fair and
orderly distributions according to the law. With Court approval,
the recovered money from Plaza will be combined with available
recoveries in the Customer Fund and distributed on a pro rata basis
to all BLMIS customers with allowed claims. To date, the SIPA
Trustee has allowed 2,557 claims related to 2,220 BLMIS accounts;
of these accounts, 1,162 accounts -- or all allowed claims totaling
$976,592 or less -- have been fully satisfied."
One hundred percent of the SIPA Trustee's recoveries will be
allocated to the BLMIS Customer Fund for distribution to customers
with allowed claims. To date, the SIPA Trustee has reached
recoveries and agreements to recover approximately $10.734 billion
and has distributed more than $7.576 billion, which includes $825.5
million in committed advances from SIPC. Once this agreement and
other pending agreements are approved by the Bankruptcy Court, the
total BLMIS Customer Fund recoveries will total $10.874 billion.
The costs associated with the SIPA Trustee's recovery and
settlement efforts are paid in full by SIPC, which administers a
fund drawn upon assessments on the securities industry. No fees or
other costs of administration are paid from the recoveries obtained
by the SIPA Trustee for the benefit of the BLMIS Customer Fund.
The SIPA Trustee's motion can be found on the United States
Bankruptcy Court's website at http://www.nysb.uscourts.gov/ Bankr.
S.D.N.Y., No. 08-01789 (SMB) / Adv. Pro. No. 10-04284 (SMB). In
addition, the motion -- as well as further information on
recoveries to date, other legal proceedings, further settlements,
and general information -- can be found on the SIPA Trustee's
website: http://www.madofftrustee.com
In addition to Ms. Scully, Mr. Harbeck and the SIPA Trustee Irving
Picard would like to thank the Securities Investor Protection
Corporation's Kevin Bell and David Sheehan, Chief Counsel to the
SIPA Trustee as well as Mark Kornfeld and Tom Long, BakerHostetler
attorneys who assisted with the work on this settlement.
About SIPC
The Securities Investor Protection Corporation
--http://www.sipc.org-- is the U.S. investor's first line of
defense in the event of the failure of a brokerage firm owing
customers cash and securities that are missing from customer
accounts. SIPC either acts as trustee or works with an independent
court-appointed trustee in a brokerage insolvency case to recover
funds.
The statute that created SIPC provides that customers of a failed
brokerage firm receive all non-negotiable securities -- such as
stocks or bonds -- that are already registered in their names or in
the process of being registered. At the same time, funds from the
SIPC reserve are available to satisfy the remaining claims for
customer cash and/or securities held in custody with the broker for
up to a maximum of $500,000 per customer. This figure includes a
maximum of $250,000 on claims for cash. From the time Congress
created it in 1970 through December 2014, SIPC has advanced $ 2.3
billion in order to make possible the recovery of $134 billion in
assets for an estimated 773,000 investors.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970. The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr.
Picard has retained AlixPartners LLP as claims agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern -- assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).
The Chapter 15 case was later transferred to Manhattan. In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of the end
of May 2015, the SIPA Trustee has recovered more than $10.699
billion and has distributed approximately $7.576 billion. When
additional settlements awaiting distribution are taken into
account, the recovery in the Madoff liquidation proceeding totals
$10.734 billion.
BIG M, INC: UST Says Case Ripe for Conversion
---------------------------------------------
The Acting U.S. Trustee, submitted with the U.S. Bankruptcy Court
for the District of New Jersey a sur-reply to Big M, Inc.'s reply
its objection to the motion for entry of a structured dismissal of
the Chapter 11 case of the Debtor.
The U.S. Trustee noted that on April 24, 2015, the Debtor sought
for the dismissal of its case with a number of conditions,
resulting in a structured dismissal arrangement not provided for in
the Bankruptcy Code. According to the U.S. Trustee, the Debtor's
basis for the structured dismissal was its receipt of insufficient
funds realized from the sale of substantially all of its assets to
pay administrative claims or estate professional fees in full or
provide for a distribution to prepetition general unsecured
creditors. The motion requested these relief:
a) entry of an order dismissing the case;
b) entry of an order allowing all prior orders in this case to
remain in full force and effect and survive the dismissal;
c) entry of an order allowing a distribution of 15.5% to
post-petition administrative creditors.
The Acting U.S. Trustee objected to the motion stating that the
proposed structured dismissal motion is not an appropriate use of
Section 105(a), and through the proposed structured dismissal, the
Debtor seeks to add provisions that are appropriately contained in
a Chapter 11 plan.
The Debtor, in its reply, argued that the Court "has discretion to
approve a structured dismissal absent a showing that it has been
contrived to evade the procedural protections and safeguards of the
plan confirmation or conversion processes.
In its sur-reply, the U.S. Trustee said that the case is ripe for
conversion to one under Chapter 7 of the Bankruptcy Code.
Conversion would best serve the interests of creditors and the
estate, as it would allow an independent fiduciary to evaluate
claims and distribute available monies in an efficient and
structured manner consistent with the provisions of the Bankruptcy
Code.
As reported in the Troubled Company Reporter on May 15, 2015,
according to the Debtor, it has worked with the Official Committee
of Unsecured Creditors to maximize the value of this estate through
a sale of substantially all of the Debtor's assets. However, the
consideration received by the Debtor for its assets is insufficient
to permit the Debtor to pay administrative claims or estate
professional fees in full or provide for a distribution to
prepetition general unsecured creditors due to:
-- the lack of a competitive market for the Debtor's assets, as
reflected by the fact that only one bidder submitted a going
concern bid;
-- downward post-closing adjustments to the purchase price
demanded by YM LLC USA, the purchaser of the Debtor's assets, under
the governing sale documents;
-- administrative cost overruns incurred by estate professionals
in negotiating the appropriate purchase price reduction and a
global settlement with the Debtor's insiders;
and
-- lower than projected recoveries on an insurance claim
relating to damages sustained by the Debtor from Superstorm Sandy.
As a result, the Debtor does not have sufficient funds to propose
and confirm a Chapter 11 plan.
About Big M, Inc.
Totowa, New Jersey-based Big M, Inc., filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 13-10233) on Jan. 6, 2013, with Salus
Capital Partners, LLC, funding the Chapter 11 effort. Judge
Donald H. Steckroth presides over the case.
At the time of the bankruptcy filing, Big M was the owner of
Mandee, Annie sez, and Afazxe Stores. The Mandee brand is a
juniors fashion retailer with 84 stores in Illinois and along the
East Coast. Annie sez is a discount department-store retailer for
women with 35 stores. Afaze is 10-store jewelry and accessory
chain.
Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor. PricewaterhouseCoopers LLP has
been tapped to serve as financial advisor. GRL Capital Advisors
LLC's Glenn R. Langberg has been hired to serve as chief
restructuring officer.
Attorneys at Becker Meisel LLC serve the Debtor as conflicts
counsel.
The Debtor disclosed $21.4 million in assets and $21.4 million in
liabilities as of the Chapter 11 filing.
The Official Committee of Unsecured Creditors has tapped Cooley
Godward Kroish, LLP, as its counsel, and CBIZ Accounting, Tax and
Advisory of New York, LLC and CBIZ Mergers & Acquisitions Group as
its financial advisor.
In mid-2013, the Bankruptcy Court authorized the Debtor to sell
substantially all of its assets to YM LLC USA, formerly known as
YM Inc USA.
BIOLIFE SOLUTIONS: May Issue 3.1-Mil. Shares Under Incentive Plan
-----------------------------------------------------------------
BioLife Solutions, Inc. filed with the Securities and Exchange
Commission a Form S-8 registration statement to register the offer
and sale of 3,058,928 common shares of the Company pursuant to the
exercise of awards granted under the Company's Amended and Restated
2013 Performance Incentive Plan. The proposed maximum aggregate
offering price is $6.5 million. A copy of the prospectus is
available for free at http://is.gd/4qV11y
About BioLife Solutions
Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.
BioLife Solutions reported a net loss of $3.30 million on $6.19
million of total revenue for the year ended Dec. 31, 2014, compared
with a net loss of $1.08 million on $8.94 million of total revenue
during the prior year.
As of March 31, 2015, Biolife had $15.2 million in total assets,
$2.31 million in total liabilities, and $12.8 million in total
shareholders' equity.
BOOMERANG TUBE: Has Donlin Recano as Claims & Noticing Agent
------------------------------------------------------------
Boomerang Tube, LLC, and its affiliated debtors filed an
application to employ Donlin, Recano & Company, Inc. as claims and
noticing agent for the Debtors in lieu of the Clerk of the United
States Bankruptcy Court for the District of Delaware, effective
nunc pro tunc to the Petition Date.
Donlin Recano will assume full responsibility for the distribution
of notices and the maintenance, processing and docketing of proofs
of claim filed in the Chapter 11 cases.
In accordance with the Claims Agent Protocol, prior to the
selection of Donlin Recano, the Debtors reviewed and competitively
compared engagement proposals from four court-approved claims and
noticing agents, including Donlin Recano, to ensure selection
through a competitive process.
Prior to the Petition Date, the Debtors provided Donlin Recano a
retainer in the amount of $20,000.
For its professional services, Donlin Recano will charge the
Debtors at these rates:
Position Hourly Rate
-------- -----------
Senior Bankruptcy Consultant $170
Consultant $140
Case Manager/Analyst $90 to $125
Technology/Programming Consultant $75 to $120
Clerical $45
For its noticing services, Donlin Recano will waive fees for
electronic noticing and will charge $0.08 per page for fax
noticing. With respect to claims docketing and management, the
firm will waive fees for Web hosting and Website development but
will charge $0.06 per creditor per month for data storage. The
firm's 24/7 global call center will charge the Debtor at its
standard hourly rates.
Donlin Recano represents that it is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code with
respect to the matters upon which it is to be engaged.
About Boomerang Tube
Boomerang Tube, LLC, is a manufacturer of welded Oil Country
Tubular Goods ("OCTG") in the United States. OCTG are used by
drillers in exploration and production of oil and natural gas and
consist of drill pipe, casing and tubing. Boomerang has corporate
offices in Chesterfield, Missouri and manufacturing facilities in
Liberty, Texas, strategically located near major steel production
centers and end-user markets. With a 487,000 square foot plant
that houses two mills and heat treat lines and a contingent 119
acres, these facilities constitute the second largest alloy OCTG
mill in North America. Access Tubulars, LLC, owns 81% of the
equity interests in Boomerang.
Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
15-11247) on June 9, 2015, with a deal with lenders on a balance
sheet restructuring that would convert $214 million of debt to 100%
of the common stock of the reorganized company.
The cases are assigned to Judge Mary F. Walrath.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
attorneys; Lazard Freres & Co. LLC, as financial advisor; and
Donlin, Recano & Co., Inc., as claims and noticing agent.
BOOMERANG TUBE: Patterson Has Limited Objection to DIP Motion
-------------------------------------------------------------
Cudd Pressure Control, Inc., doing business as Patterson Tubular
Services, filed a limited objection and reservation of rights with
respect to Boomerang Tube, LLC's motion to obtain $145 million in
debtor-in-possession financing.
Patterson is an unsecured creditor holding a contract debt incurred
pursuant to two similar, yet separate, agreements providing for
testing and inspection services at the Debtors' facility located in
Liberty, Texas.
Patterson objects to the DIP Motion to the extent it seeks an order
granting liens on inspection systems owned by Patterson that are
located at Debtors’ facility.
Patterson is represented by:
Michael S. Haynes, Esq.
Mark C. Moore, Esq.
GARDERE WYNNE SEWELL LLP
1601 Elm Street
3000 Thanksgiving Tower
Dallas, TX 75201-4761
Tel: 214.999.3000
Fax: 214.999.4667
E-mail: mhaynes@gardere.com
mmoore@gardere.com
$145MM Financing
Boomerang Tube, LLC, is asking the U.S. Bankruptcy Court for the
District of Delaware to enter interim and final orders authorizing
it to obtain $145 million in debtor-in-possession financing to fund
its balance sheet restructuring.
The postpetition financing would consist of a $60 million new-money
term loan provided by a group of prepetition term lenders and an
asset-based loan of up to $85 million from Wells Fargo Capital
Finance, LLC, and Bank of America, N.A. Cortland Capital Market
Services LLC would serve as administrative agent on the term loan,
while WFCF would serve as administrative agent on the ABL.
The $35 million of the Term DIP Facility and up to $85 million of
the ABL DIP Facility will be available upon interim approval of the
DIP financing.
The term loan would mature on the earliest of 120 days after the
Petition Date (Oct. 7, 2015), the sale of the Debtor's assets and
the effective date of a Chapter 11 plan. The ABL would mature on
the earliest of 150 days after the Petition Date (Nov. 6, 2015),
the closing of a sale of all the Debtor's assets and a plan
effective date.
As of the Petition Date, the Debtors had funded debt obligations of
approximately $263.6 million, including indebtedness of: 33 million
under an asset-based revolving credit facility ("ABL Facility")
with Wells Fargo Capital Finance, as administrative agent, a $214
million under a $230 million term loan facility with Cortland
Capital Market Services, as administrative agent and collateral
agent; a $6.6 million under a bridge loan facility with Cortland,
as administrative agent and collateral agent; and $10 million for
capital financing leases.
The ABL DIP Facility gradually would roll up the $33 million
outstanding on the prepetition ABL facility, and the DIP Term
Facility would repay the $6.6 million bridge loan.
The Term Loan Lenders have agreed to backstop a $60 million exit
facility that Boomerang would use to pay down the Debtors' term
loan DIP obligations. Those backstop lenders that agree to
provide
the exit facility would be entitled to up to 20% of the
reorganized
debtor's equity, which would dilute the stake held by all of the
term lenders.
About Boomerang Tube
Boomerang Tube, LLC, is a manufacturer of welded Oil Country
Tubular Goods ("OCTG") in the United States. OCTG are used by
drillers in exploration and production of oil and natural gas and
consist of drill pipe, casing and tubing. Boomerang has corporate
offices in Chesterfield, Missouri and manufacturing facilities in
Liberty, Texas, strategically located near major steel production
centers and end-user markets. With a 487,000 square foot plant
that houses two mills and heat treat lines and a contingent 119
acres, these facilities constitute the second largest alloy OCTG
mill in North America. Access Tubulars, LLC, owns 81% of the
equity interests in Boomerang.
Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
15-11247) on June 9, 2015, with a deal with lenders on a balance
sheet restructuring that would convert $214 million of debt to 100%
of the common stock of the reorganized company.
The cases are assigned to Judge Mary F. Walrath.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
attorneys; Lazard Freres & Co. LLC, as financial advisor; and
Donlin, Recano & Co., Inc., as claims and noticing agent.
BRAINSTORM CELL: Needs More Capital to Continue as Going Concern
----------------------------------------------------------------
Brainstorm Cell Therapeutics, Inc., filed its quarterly report on
Form 10-Q, disclosing a net loss of $2.24 million on $nil of
revenues for the three months ended March 31, 2015, compared with a
net loss of $2.11 million on $nil of revenues for the same period
in the prior year.
The Company's balance sheet at March 31, 2015, showed $22.4 million
in total assets, $2.73 million in total liabilities, and a
stockholders' equity of $19.7 million.
The Company's operations for the three months ended March 31, 2015,
resulted in a net loss of $2.24. These conditions, together with
the fact that the Company has no revenues from operations expected
in the near future, raise substantial doubt about the Company's
ability to continue to operate as a going concern. The Company's
ability to continue operating as a going concern is dependent on
several factors, among them is its ability to raise sufficient
additional working capital, according to the regulatory filing.
A copy of the Form 10-Q is available at:
http://is.gd/FaXddW
Brainstorm Cell Therapeutics, Inc., operates as a biotechnology
company, which develops innovative adult stem cell therapeutic
products. It currently focuses on utilizing the patients' own bone
marrow stem cells to generate neuron-like cells that may provide an
effective treatment initially for amyotrophic lateral sclerosis,
Parkinson's disease, multiple sclerosis and spinal cord injury.
The company was founded on September 22, 2000 and is headquartered
in New York, NY.
CAESARS ENTERTAINMENT: Leon Cooperman No Longer a Shareholder
-------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Leon G. Cooperman disclosed that as of June 5, 2015, he
has ceased to beneficially own shares of common stock of
Casears Entertainment Corporation. Mr. Cooperman previously
reported beneficial ownership of 7,815,990 common shares as of Dec.
12, 2014.
Mr. Cooperman is the managing member of Omega Associates, L.L.C., a
limited liability company organized under the laws of the State of
Delaware. Mr. Cooperman is also the president, CEO, and majority
stockholder of Omega Advisors, Inc., engaged in providing
investment management services, and Mr. Cooperman is deemed to
control said entity.
A copy of the regulatory filing is available for free at:
http://is.gd/wqPPUB
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.
* * *
The Troubled Company Reporter, on April 27, 2015, reported that
Fitch Ratings has affirmed and withdrawn the Issuer Default
Ratings
(IDR) and issue ratings of Caesars Entertainment Operating Company
(CEOC). These actions follow CEOC's Chapter 11 filing on Jan. 15,
2015. Accordingly, Fitch will no longer provide ratings or
analytical coverage for CEOC.
In addition, Fitch has affirmed the IDR and issue rating of
Chester Downs and Marina LLC (Chester Downs) and the ratings have
been simultaneously withdrawn for business reasons.
CAL DIVE: Okayed to Employ Supplemental Staffing for Carl Marx
--------------------------------------------------------------
The Hon. Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware authorized Cal Dive International, Inc., et
al., to employ supplemental staffing for Carl Marx Advisory Group
LLC.
CMAG will be compensated for providing the personnel in an amount
not exceeding $700,000.
As reported in the Troubled Company Reporter on March 25, 2015, the
Debtors asked that the Court approve the appointment of F. Duffield
Meyercord as chief restructuring officer of the Debtors, nunc pro
tunc to March 12, 2015.
Mr. Meyercord and additional personnel will work with the Debtors'
senior management team and the Debtors' boards of directors, well
as the Debtors' other professionals, in evaluating and implementing
strategic and tactical options throughout the chapter 11 process.
The engagement personnel will support the Debtors in, among other
things:
(a) managing and coordinating the Debtors' compliance with the
milestones set forth in its DIP Facility Agreement,
including sales of assets as provided therein;
(b) managing the process for the Debtors' engagement of
brokers, investment bankers and other professionals in
connection with the asset sales;
(c) providing comprehensive restructuring advisory and crisis
management services;
(d) reviewing the Debtors' current financial condition and the
related financial projections along with their underlying
assumptions, and assisting in preparing financial
information for distribution to the Debtors' constituents,
the DIP Lenders, and the second lien administrative agent,
including, without limitation, cash flow projections and
budgets, cash receipts and disbursement analysis, analysis
of various asset and liability accounts, and analysis of
proposed transactions for which the Debtors seek
Bankruptcy Court approval;
(e) reviewing, analyzing, and, if necessary, assisting in
developing cash flow forecasts and liquidity budgets to
help manage cash and monitor DIP financing as necessary;
(f) advising the Debtors on negotiations with key constituents;
(g) assisting in and advising the Debtors in formulating and
implementing a cost reduction plan, including actions that
may involve operational changes and rejection of executory
contracts that may be possible in chapter 11;
(h) assisting the Debtors in formulating and negotiating an
acceptable chapter 11 plan and preparing a disclosure
statement;
(i) assisting management in developing presentations regarding
the status of restructuring activities and the Debtors'
current or future financial performance, as Cal Dive
requests;
(j) participating in conference calls and attending meetings of
Cal Dive's Board of Directors, creditors, or other parties
in interest;
(k) participating in biweekly conference calls with the
Debtors' DIP Lenders and the second lien administrative
agent;
(l) providing management assistance and/or stepping into
certain management or executive roles in the event there
are executive departures;
(m) assisting in coordinating the Debtors' reporting
requirements under their existing debtor-in-possession
financing obligations, as requested;
(n) providing administrative support for the Debtors' chapter
11 cases and proposed asset sales;
(o) providing post-closing support for any potential sales;
(p) providing valuation services, as required on a mutually
agreeable fee basis, including expert testimony in
preparation for contested hearings and trials; and
(q) performing such other tasks and duties related to this
engagement as are directed by Cal Dive and are reasonably
acceptable to CMAG.
The terms of the retention of the engagement personnel are set
forth in detail in the Retention Agreement and are summarized as:
-- Term. Upon approval by the Court, the Retention Agreement
will be deemed to have commenced on March 12, 2015. Either
Cal Dive or CMAG may terminate the Retention Agreement for
any reason upon 10 business days' written notice to the
other party.
-- Fees. Cal Dive will pay CMAG a monthly advisory fee of
$315,000, prorated to $203,226 for March 2015, and prorated
accordingly for the last month of the Retention Agreement,
commencing on March 12, 2015, and concluding on the date the
Retention Agreement is terminated. Upon this Court's
approval of the Retention Agreement, Cal Dive will pay CMAG
a $35,000 retainer.
-- Expenses. In addition to the fees set forth above, CMAG will
bill for reasonable and documented out-of-pocket expenses it
incurs in the performance of its duties under the retention
agreement.
-- Indemnification. Cal Dive will indemnify Mr. Meyercord and
CMAG personnel solely to the extent indemnification is
provided for Cal Dive's other officers and directors as
provided for in Cal Dive's corporate bylaws, under
applicable state law, and in Cal Dive's existing insurance
policies.
Carl Marks will also be reimbursed for reasonable out-of-pocket
expenses incurred.
F. Duffield Meyercord, partner of Carl Marks, 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 Cal Dive International
Houston, Texas-based marine contractor Cal Dive International,
Inc., provides manned diving, pipelay and pipe burial, platform
installation and salvage, and light well intervention services to
the offshore oil and natural gas industry on the Gulf of Mexico
OCS, Northeastern U.S., Latin America, Southeast Asia, China,
Australia, West Africa, the Middle East, and Europe.
Cal Dive and its U.S. subsidiaries filed simultaneous voluntary
petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015.
Through the Chapter 11 process, the Company intends to sell
non-core assets and intends to reorganize or sell as a going
concern its core subsea contracting business.
Cal Dive disclosed total assets of $571 million and total debt of
$411 million as of Sept. 30, 2015.
The Debtors tapped Richards, Layton & Finger, P.A., as counsel,
O'Melveny & Myers LLP, as co-counsel; Jones Walker Jones Walker LLP
as corporate counsel; and Kurtzman Carson Consultants, LLC, as
claims and noticing agent. The Debtors also tapped Carl Marks
Advisory Group LLC as crisis managers and appoint F. Duffield
Meyercord as chief restructuring officer.
The U.S. Trustee for Region 3 formed a five-member committee of
unsecured creditors in the case. The Committee retained Akin Gump
Strauss Hauer & Feld LLP and Pepper Hamilton LLP as co-counsel; and
Guggenheim Securities, LLC as exclusive investment banker.
Cal Dive Offshore Contractors, Inc., disclosed total assets of
$233,273,806 and $311,339,932 in liabilities as of the Chapter 11
filing.
CAL DIVE: Parties Support Maritime Lienholders Panel Appointment
----------------------------------------------------------------
Gulf Resource Management, Inc., and the so-called Joining
Lienholders have joined in the motion of certain maritime claimants
on vessels owned by Cal Dive International, et al., for entry of an
order directing the appointment of an Official Committee of
Maritime Lienholders.
The Joining Lienholders consist of United Tugs, Inc., Louisiana
Machinery Co., L.L.C., Cochrane Technologies, Inc., Conmaco Rector,
L.P., Maritime Transportation Services, Inc., Central Gulf Towing,
LLC, Bollinger Quick Repair, LLC, Bollinger Larose, L.L.C.,
Bollinger Morgan City, L.L.C., Bollinger Texas, L.P., Fugro Chance,
Inc., Fugro Satellite Positioning, Inc., Fugro McClelland Marine
Geosciences, Inc., and Gulf Offshore Logistics, LLC.
According to the Joining Lienholders, prior to the Petition Date,
they provided "necessaries" to one or more of the Debtors' vessels
by providing services, labor, equipment, materials, or supplies to
the Debtors for or in connection with the operation of one or more
of the Debtors' vessels. As such, the Joining Lienholders hold
valid maritime liens in and against certain of the Debtors'
vessels.
Certain of the Joining Lienholders previously requested that the
U.S. Trustee appoint an official Maritime Lienholders' Committee;
however, the U.S. Trustee summarily denied that request as well
without any specific explanation or analysis.
In a separate filing, Harris CapRock Communications, Inc., also
joined in the motion, and urges the Court to direct the U.S.
Trustee to appoint Maritime Lienholders Committee.
As reported in the Troubled Company Reporter on June 4, 2015, the
Maritime Claimants, namely, Doerle Food Services, Inc., McDonough
Marine Service, and MacTech Offshore, Inc., said they requested the
Office of the U.S. Trustee for the appointment but the U.S. Trustee
responded with a letter denying the request without explanation and
without first soliciting comment from other parties-in-interest.
The maritime lienholders are not adequately represented in the
Debtor's case, the Maritime Claimants tell the Court.
A hearing on the matter was set for June 22, 2015, at 11:00 a.m.
Objections, if any, were due June 15, at 4:00 p.m.
The Maritime Claimants are represented by (i) Matthew B. McGuire,
Esq., at Landis Rath& Cobb LLP; (ii) Peter S. Goodman, Esq., and
Hugh M. Ray, III, Esq., at McKool Smith, P.C.
Harris CapRock is represented by:
Scott J. Leonhardt, Esq.
THE ROSNER LAW GROUP LLC
824 N. Market Street, Suite 810
Wilmington, DE 19801
Tel: (302) 777-1111
E-mail: leonhardt@teamrosner.com
T. Josh Judd, Esq.
HOOVER SLOVACEK LLP
Galleria Tower II
5051 Westheimer, Suite 1200
Houston, TX 77056
Tel: (713 977-8686
Fax: 713-977-5395
E-mail: judd@hooversovacek.com
Gulf Resource is represented by:
Michael J. Joyce, Esq.
Christopher P. Simon, Esq.
Michael Joyce, Esq.
CROSS & SIMON, LLC
1105 North Market Street, Suite 90
Wilmington, DE 19801
Tel: (302) 777-4200
Fax: (302) 777-4224
E-mail: mjoyce@crosslaw.com
Benjamin W. Kadden, Esq.
Christopher T. Caplinger, Esq.
LUGENBUHL WHEATON PECK RANKIN & HUBBARD
601 Poydras Street, Suite 2775
New Orleans, LA 70130
Tel: (504) 568-1990
Fax: (504) 310-9195
Bollinger Quick is represented by:
Thomas D. Walsh, Esq.
MARWILL DENNEHEY WARNER COLEMAN & GOGGIN
1007 North Orange Street, Suite 600
Wilmington, DE 19899-8888
Tel: (302) 552-4325
Fax: (302) 552-4340
E-mail: TDWalsh@MDWCG.com
Stephen L. Williamson, Esq.
Jeremy D. Rush, Esq.
MONTGOMERY BARNETT, L.L.P.
3300 Energy Centre
1100 Poydras Street
New Orleans, LA 70163
Tel: (504) 585-3200
Fax: 504-585-7688
E-mail: swilliamson@monbar.com
jrush@monbar.com
Gulf Offshore is represented by:
Bryan Edward Bowdler, Esq.
PHELPS DUNBAR LLP
365 Canal Street, Suite 2000
New Orleans, LA 70130
Tel: (504) 566-1311
Fax: (504) 568-9130
E-mail: Bryan.bowdler@phelps.com
About Cal Dive International
Houston, Texas-based marine contractor Cal Dive International,
Inc., provides manned diving, pipelay and pipe burial, platform
installation and salvage, and light well intervention services to
the offshore oil and natural gas industry on the Gulf of Mexico
OCS, Northeastern U.S., Latin America, Southeast Asia, China,
Australia, West Africa, the Middle East, and Europe.
Cal Dive and its U.S. subsidiaries filed simultaneous voluntary
petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3,
2015.
Through the Chapter 11 process, the Company intends to sell
non-core assets and intends to reorganize or sell as a going
concern its core subsea contracting business.
Cal Dive disclosed total assets of $571 million and total debt of
$411 million as of Sept. 30, 2015.
The Debtors tapped Richards, Layton & Finger, P.A., as counsel,
O'Melveny & Myers LLP, as co-counsel; Jones Walker Jones Walker
LLP
as corporate counsel; and Kurtzman Carson Consultants, LLC, as
claims and noticing agent. The Debtors also tapped Carl Marks
Advisory Group LLC as crisis managers and appoint F. Duffield
Meyercord as chief restructuring officer.
The U.S. Trustee for Region 3 formed a five-member committee of
unsecured creditors in the case. The Committee retained Akin Gump
Strauss Hauer & Feld LLP and Pepper Hamilton LLP as co-counsel;
and
Guggenheim Securities, LLC as exclusive investment banker.
Cal Dive Offshore Contractors, Inc., disclosed total assets of
$233,273,806 and $311,339,932 in liabilities as of the Chapter 11
filing.
CCT RESERVE: 4th Cir. Rules on Appeals in CresCom Bank Suit
-----------------------------------------------------------
The United States Court of Appeals, Fourth Circuit, ruled on the
appeals filed by the plaintiff and the defendant in the case
captioned CRESCOM BANK, successor by merger to Community FirstBank,
Plaintiff-Appellee, v. EDWARD L. TERRY, Defendant-Appellant, and
HARRIS STREET LLC, now known as CCT Reserve LLC; SUGARLOAF
MARKETPLACE LLC; CCT RESERVE LLC, Defendants. CRESCOM BANK,
successor by merger to Community FirstBank, Plaintiff-Appellant, v.
EDWARD L. TERRY, Defendant-Appellee, and HARRIS STREET LLC, now
known as CCT Reserve LLC; SUGARLOAF MARKETPLACE LLC; CCT RESERVE
LLC, Defendants, NOS. 13-2467, 13-2549 (4th Cir.).
The district court substantially granted CresCom Bank's ("CresCom")
motion for summary judgment on guaranty agreements executed by CCT
Reserve, LLC's ("CCT") sole member, Edward L. Terry, finding Terry
liable under the agreements and awarding CresCom damages of
$2,171,211.04. However, it denied CresCom's motion with respect to
attorney's fees because it did not give adequate notice of its
intent to seek them under Georgia law.
Terry appealed the district court's ruling on liability and its
calculation of damages. CresCom cross-appealed on the issue of
attorney's fees.
The appellate court disagreed with Terry's argument that CresCom's
failure to give him proper notice of default should discharge him
of liability. The court found that the guaranty agreements
specifically provided that the guarantor's liability will be
unaffected by any failure to give notice. Further, the loan
agreements themselves contained no notice requirement and no
requirement that a loan be formally declared in default after a
missed payment.
The appellate court also rejected Terry's contention that the
district court was obligated to cap damages at $1,121,029, which
reflects the bankruptcy court's assessment of the value of
CresCom's claim against CCT after subtracting the value of
properties deeded to CresCom. It held that under the clear language
of Section 524(e) and the terms of the guaranty agreements, Terry
remains liable for CCT's entire indebtedness regardless of the
discharge of any of CCT's obligations in bankruptcy.
Also, contrary to Terry's argument, the appellate court found no
error in the district court's use of the bankruptcy court's
valuations of the properties transferred to CresCom because Terry
provided no alternative evidence of the properties' value at the
time of their conveyance in 2013.
The appellate court, however, agreed with Terry's objection to the
award of contractual "late fees" of five percent on the entire
principal due at the time of default, holding that it is evident
from the loan documents and Commitment Letter that this was not the
intention of the parties.
As to CresCom's appeal, the appellate court reversed the district
court's denial of the attorney's fees CresCom incurred in CCT's
bankruptcy. It held that although it agrees with the district
court that the guaranty agreements are governed by Georgia law, it
also agrees with CresCom that the attorney's fees it incurred in
CCT's bankruptcy are a part of the underlying indebtedness and
their recovery is therefore not barred by Georgia law.
A copy of the May 21, 2015 opinion is available at
http://is.gd/sTjCuTfrom Leagle.com.
ARGUED: Daniel Francis Blanchard, III -- dblanchard@rrhlawfirm.com
-- ROSEN, ROSEN & HAGOOD, LLC, Charleston, South Carolina, for
Appellant/Cross-Appellee.
Meredith Long Coker -- mcoker@altmancoker.com -- ALTMAN & COKER,
LLC, Charleston, South Carolina, for Appellee/Cross-Appellant.
ON BRIEF: Richard S. Rosen -- rsrosen@rrhlawfirm.com -- ROSEN,
ROSEN & HAGOOD, LLC, Charleston, South Carolina, for
Appellant/Cross-Appellee.
Charles S. Altman -- caltman@altmancoker.com -- ALTMAN & COKER,
LLC, Charleston, South Carolina, for Appellee/Cross-Appellant.
Marietta, Georgia-based CCT Reserve, LLC, fka Harris Street
Properties and aka CCT Reserve, filed for Chapter 11 bankruptcy
(Bankr. N.D. Ga. Case No. 12-71670) on Aug. 31, 2012. Judge Paul
W. Bonapfel oversees the case. The Law Office of David G Bisbee
serves as the Debtor's counsel. CCT scheduled assets of
$4,208,578 and liabilities of $12,894,576. The petition was
signed by Edward L. Terry, its manager.
CHASSIX HOLDINGS: E&Y OK'd as Independent Auditor and Tax Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Chassix Holdings, Inc., et al., to employ Ernst & Young
LLP as independent auditor and tax advisor, nunc pro tunc to the
Commencement Date.
The Court ordered that to the extent that, during the pendency of
the Debtors' Chapter 11 cases, the Debtors require E&Y to perform
professional services other than (a) those set forth in the
Engagement Letters and (b) services related to those set forth in
the Engagement Letters, these procedures will apply:
a. The Debtors will file with the Court a notice of the proposed
expansion of E&Y's services, which will include as exhibits: (i) a
copy of the engagement letter or amendment, as signed by the
Debtors and E&Y, that describes the additional services for which
the Debtors would retain E&Y and that describes the terms and
conditions relating to such services (including the fees for such
services); and (ii) a proposed order approving the proposed
expansion of scope of E&Y's services and the engagement letter or
amendment relating to such proposed services.
b. The expansion notice will state that any objections to the
proposed expansion of E&Y's services are due within 14 days after
the date of such notice.
c. The expansion notice will be served upon the master service
list.
d. If no objection to the expansion notice is filed and served
on the Debtors within the 14 day notice period, the Debtors may
submit a certification of counsel stating that no objections were
filed to the proposed expansion of E&Y's services or that any
objections filed were resolved, and the Court may then enter the
Proposed Expansion Order.
e. The foregoing procedure will not abridge the Debtors' right
to file ordinary applications seeking expansions of E&Y's services,
if the Debtors deem it appropriate to do so.
The Debtors, in their motion, stated that they had entered into two
additional agreements with E&Y: (a) the Statement of Work – 2014
Transfer Pricing Documentation, and (b) the Amendment to Statement
of Work.
Under the transfer pricing documentation SOW, E&Y would be engaged
to perform these services, among others:
-- preparing the transfer pricing documentation for Chassix,
Inc. for the fiscal year ending Dec. 31, 2014, with respect to
these intercompany transactions: (a) headquarters services
transactions, and (b) tangible product transactions;
-- advising the Debtors with respect to any tax issues arising
in the ordinary course of business while the Debtors are in
bankruptcy, including assistance with IRS or state and local tax
examinations, sales and use taxes, property taxes, state and local
income/franchise taxes, and employment taxes; and
-- providing routine tax advice and assistance concerning issues
as requested by the Debtors, when such projects are not covered by
a separate statement of work and do not involve any significant tax
planning or projects.
E&Y has informed the Debtors that it intends to subcontract a
modest portion of the services covered by the Tax Compliance SOW
Amendment and the Original Tax Compliance SOW to a member firm of
Ernst & Young Global Limited in Canada. E&Y has informed the
Debtors that it expects that the fees and expenses for services to
be subcontracted to E&Y Canada will be approximately $10,000, and
that E&Y intends to seek compensation and expense reimbursements
for such services in its own fee applications.
Michael J. Boehm, a partner E&Y, in its declaration, stated that
out-of-scope services that are not covered by the fixed fee portion
of the audit services under the Audit Engagement Letter include:
-- analyzing the goodwill and fixed asset impairments resulting
from the Debtors' financial condition;
-- analyze the interim accommodation agreement and related
accounting consequences;
-- review DIP agreements;
-- analyze the financial reporting consequences of the Debtors'
bankruptcy filing and new debt agreements; and
-- analyze other accounting, auditing and reporting implications
of the Debtors' default on their debt, the Debtors' bankruptcy
filing and their financial and operating performance.
E&Y currently estimates that it will incur "out-of-scope" fees of
approximately $250,000. Of that amount, approximately $65,000 was
incurred before the Commencement Date and was already applied
against the retainer.
E&Y estimates that it will incur postpetition fees and expenses of
between $800,000 and $1,140,000 (assuming the Debtors' emergence
from Chapter 11 in July 2015) under the bankruptcy tax services
statement of work.
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, Inc., disclosed $5,880,354 in assets and $624,719,658 in
liabilities as of the Chapter 11 filing. Its parent, Chassix
Holdings, Inc., disclosed $0 assets and $165,571,125 in liabilities
in its schedules.
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.
CHASSIX HOLDINGS: Has OK to Continue Key Employee Retention Program
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Chassix Holdings, Inc., et al.'s key employee retention
program for a select group of key employees who are not considered
"insiders," as the term is defined in Section 101(31) of the
Bankruptcy Code.
The Debtors needed authorization to continue the KERP postpetition
to ensure that they do not lose valuable talent to the detriment of
the Debtors' operations and all parties-in-interest, for which
replacement personnel of like skills and expertise will not only
unnecessarily jeopardize production, but will also serve as an
unwelcome distraction and ultimate drain on the Debtors' already
limited resources.
The Debtors added that costs associated with the KERP are
significantly outweighed by the benefits that have been, and will
continue to be, realized by the estates by ensuring that essential
personnel remain with the Debtors and encouraging participants to
stay focused on the Debtors' operations to facilitate a smooth
reorganization.
The lenders under the Debtors' debtor-in-possession lending
facilities, well as the informal committee of the Debtors' secured
and unsecured noteholders, have reviewed the terms and provisions
of the retention program and supported approval and continuation of
the KERP during the cases.
Between October 2014 and February 2015, the Debtors identified
69 essential employees, each of whom possesses specialized and
technical expertise in the automotive industry, institutional
know-how, or supervisory responsibilities over the Debtors'
day-today operations.
The key employees work across a variety of disciplines and are
responsible for facilitating a range of tasks critical to the
Debtors' operations, including, without limitation, matters
relating to finance, human resources, information technology,
engineering, purchasing and sales, and general plant management.
The KERP provides that, among other things:
-- In exchange for entering into letter agreements with the
Debtors, each of the key employees will receive retention payments
in amounts ranging from 17% and 46% of their annual base salary
over a seven to ten month retention period for as long as they
remained employed by the Debtors. The average payout per employee
is approximately 29.8% of base salary.
-- In the aggregate, the approved KERP Payments total
approximately $2,324,000, with the average payment per individual
totaling approximately $34,000.
-- The retention payments are scheduled to be made in four equal
quarterly installments, with each installment totaling
approximately $581,000 in the aggregate.
-- The first installment of KERP Payments was made between
January and February 2015, in the aggregate amount of approximately
$581,000. The second installment is scheduled to be paid on the
first pay period after approval of the motion in the same amount.
The remaining installments, including the second installment, total
$1.7 million in the aggregate.
-- All unpaid KERP Payments are forfeited if a key employee
resigns without good reason or is terminated for cause.
The total cost of the KERP is approximately $2.3 million plus
approximately $48,000 of the remaining amount in the Debtors'
discretionary restructuring bonus pool.
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, Inc., disclosed $5,880,354 in assets and $624,719,658 in
liabilities as of the Chapter 11 filing. Its parent, Chassix
Holdings, Inc., disclosed $0 assets and $165,571,125 in liabilities
in its schedules.
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.
CHASSIX HOLDINGS: Wins Nod to Pay $40M to Critical Vendors
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
authorized, on a final basis, Chassix Holdings, Inc., et al., to
pay some or all of the critical vendor claims; provided that
(i) the Debtors are only authorized to pay those critical vendor
claims that are necessary and appropriate to avoid an imminent
shutdown of, or substantial delay to, the Debtors' operations; and
(ii) the total amount of critical vendor claims paid during the
Debtors' Chapter 11 cases will not exceed $40 million; and provided
further, that the total amount of paid critical vendor claims that
are not also valid claims under Section 503(b)(9) of the Bankruptcy
Code will not exceed $8 million.
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, Inc., disclosed $5,880,354 in assets and $624,719,658 in
liabilities as of the Chapter 11 filing. Its parent, Chassix
Holdings, Inc., disclosed $0 assets and $165,571,125 in liabilities
in its schedules.
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.
COLT HOLDING: Meeting to Form Creditors' Panel Set for June 25
--------------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on June 25, 2015, at 10:00 a.m. in the
bankruptcy case of Colt Holding Company, LLC, et al.
The meeting will be held at:
J. Caleb Boggs Federal Building
844 King St., Room 2112
Wilmington, DE 19801
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee. Section 1103 of the
Bankruptcy Code provides that the Committee may consult with the
debtor, investigate the debtor and its business operations and
participate in the formulation of a plan of reorganization. The
Committee may also perform other services as are in the interests
of the unsecured creditors whom it represents.
CORINTHIAN COLLEGES: Panel Wants Student Debt Collections Stayed
----------------------------------------------------------------
The Committee of Student Creditors in the Chapter 11 cases of
Corinthian Colleges, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to issue an order to stay all entities
from any act to collect, assess or recover a claim or debt which
relates to funds provided pursuant to (i) Title IV of the Higher
Education Act of 1965, as amended, 20 U.S.C. Sections 1070 et seq.;
and (ii) the Genesis, EducationPlus or other private student loan
programs for the purpose of paying the expenses necessary for
students to attend the Debtors' colleges.
The Committee tells the Court that they seek relief that will (i)
maintain the status quo -- relative debtor/creditor positions of
the debtors, the government, the students and other creditors; (ii)
preserve the integrity of the Chapter 11 process; and (iii) avoid a
multiplicity of litigating in various forums that will waste
resources that would be better utilized in addressing creditor
needs and claims.
The Committee's counsel, Christopher A. Ward, Esq., at Polsinelli
PC, in Wilmington, Delaware, alleges that the Debtors consistently
misled prospective and current students, the government, and
accreditation agencies about the value and successes of the
Debtors' programs. He asserts that the automatic stay must be
applied or extended, as necessary, to maintain the status quo and
promote an efficient resolution of issues related to the Debtors'
obligations with respect to Corinthian Student Loan Debt.
The Debtors, Mr. Ward further asserts, are responsible for the
repayment of billions of dollars, charged against students as
alleged "student loan debt," that the Debtors have received through
misrepresentations and deception. An extension of the automatic
stay in the Chapter 11 cases will permit the Debtors, students, the
government, other creditors and parties-in-interest to focus on
formulation of a consensual plan in the bankruptcy cases that
addresses, among other things, the relative obligations of each
constituency related to the billions of dollars of advances made to
the Debtors pursuant to the Title IV FSA Programs and the
Corinthian Private Loan Programs, Mr. Ward says.
Absent stay relief and the ability to seek redress through a
collective Chapter 11 proceeding, thousands of students must
immediately seek determinations of the Debtors' misconduct to avoid
harsh collection practices, such as wage garnishment proceedings,
on alleged student loans, Mr. Ward tells the Court. Further, each
student might be compelled to proceed separately against the
Debtors because students were made to sign class-action waivers and
arbitration agreements upon enrollment in the Debtors' programs, he
adds.
Cynthia C. Hernandez, Esq., an attorney at Robins Kaplan LLC,
proposed bankruptcy counsel for the Committee, filed a declaration
in support of the Stay Motion.
The bankruptcy court will convene a hearing on the motion on June
30, 2015 at 2:00 p.m. Objections are due June 23.
The Committee is represented by:
Christopher A. Ward , Esq.
Shanti M. Katona, Esq.
POLSINELLI PC
222 Delaware Avenue, Suite 1101
Wilmington, DE 19801
Tel.: (302) 252-0920
Fax: (302) 252-0921
Email: cward@polsinelli.com
skatona@polsinelli.com
-- and --
Scott F. Gautier, Esq.
Lorie A. Ball, Esq.
Cynthia C. Hernandez, Esq.
ROBINS KAPLAN LLP
2049 Century Park East, Suite 3400
Los Angeles, CA 90067
Tel: (310) 552-0130
Fax: (310) 229-5800
Email: sgautier@robinskaplan.com
lball@robinskaplan.com
chernandez@robinskaplan.com
-- and --
Mark Rosenbaum, Esq.
Anne Richardson, Esq.
Alisa Hartz, Esq.
Dexter Rappleye, Esq.
PUBLIC COUNSEL LLP
610 S. Ardmore Avenue
Los Angeles, CA 90005
Tel: (213) 385-2977
Fax: (213) 385-9089
Email: mrosenbaum@publiccounsel.org
arichardson@publichcounsel.org
ahartz@publiccounsel.org
drappleye@publiccounsel.com
About Corinthian Colleges
Corinthian Colleges, Inc., Pegasus Education, Inc., and 23
affiliated entities filed voluntary Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 15-10952) on May 4, 2015. The Chapter 11
petitions are being jointly administered under the caption In re:
Corinthian Colleges, Inc. et al., Case No. 15-10952 (KJC). The
cases are assigned to Judge Kevin J. Carey.
Corinthian Colleges, Inc., was founded in February 1995, and
through acquisitions became one of the largest for-profit
post-secondary education companies in the United States and
Canada.
Corinthian Colleges, which in 2014 had more than 100 campuses all
over the U.S. and Canada, sought bankruptcy protection to complete
an orderly wind down of its operations.
The Debtors tapped Richards, Layton & Finger, P.A., as counsel; FTI
Consulting, Inc., as restructuring advisors; and Rust
Consulting/Omni Bankruptcy as claims and noticing agent.
Corinthian Colleges disclosed total assets of $19.2 million and
total liabilities of $143.1 million in its petition.
CORINTHIAN COLLEGES: Titan Files Schedules of Assets & Liabilities
------------------------------------------------------------------
Titan Schools, Inc., a debtor-affiliate of Corinthian Colleges,
Inc., filed with the U.S. Bankruptcy Court for the District of
Delaware its schedules of assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $$88,552
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $95,952,140
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-priority
Claims $65,891,195
----------- -----------
TOTAL $88,552 $161,843,335
A copy of the schedules are available for free at:
http://bankrupt.com/misc/CorinthianColleges_schedules.pdf
The Debtors won an extension until June 8, 2015, of the time to
file schedules of assets and liabilities and statements of
financial affairs.
About Corinthian Colleges
Corinthian Colleges, Inc., Pegasus Education, Inc., and 23
affiliated entities filed voluntary Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 15-10952) on May 4, 2015. The Chapter 11
petitions are being jointly administered under the caption In re:
Corinthian Colleges, Inc. et al., Case No. 15-10952 (KJC). The
cases are assigned to Judge Kevin J. Carey.
Corinthian Colleges, Inc., was founded in February 1995, and
through acquisitions became one of the largest for-profit
post-secondary education companies in the United States and
Canada.
Corinthian Colleges, which in 2014 had more than 100 campuses all
over the U.S. and Canada, sought bankruptcy protection to complete
an orderly wind down of its operations.
The Debtors tapped Richards, Layton & Finger, P.A., as counsel; FTI
Consulting, Inc., as restructuring advisors; and Rust
Consulting/Omni Bankruptcy as claims and noticing agent.
Corinthian Colleges disclosed total assets of $19.2 million and
total liabilities of $143.1 million in its petition.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of
unsecured creditors.
COUTURE HOTEL: Court Denies 2nd Bid To Extend Exclusive Periods
---------------------------------------------------------------
Judge Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas, Dallas Division, denied Couture Hotel
Corporation's second motion to extend its exclusive periods.
Following the filing of a Plan of Reorganization and Disclosure
Statement, which propose to pay all creditors one-hundred percent
of their Allowed claims, the Debtor sought an extension of the
period by which it has exclusive right to file a plan up to July
31, 2015, and the period by which it has exclusive right to solicit
acceptances of that plan up to Oct. 4, 2015, in order to finalize
and incorporate the specific language related to the treatment
agreed to between the various parties.
Jason P. Kathman, Esq. at Pronske Goolsby & Kathman, P.C. in
Dallas, Texas tells the Court that the Debtor has filed its Plan of
Reorganization and Disclosure Statement in Support of Plan of
Reorganization on April 9, 2015. He notes that the Plan proposes to
pay all creditors one-hundred percent of their Allowed claims. Mr.
Kathman further tells the Court that prior to and since the filing
of the Plan, the Debtor has reached agreements regarding the
treatment of multiple classes of claims. He, however, says that the
Debtor is still working to finalize and incorporate the specific
language related to the treatment agreed to between the various
parties. He further says that the Debtor requests extensions of
approximately ninety (90) days of the 120-day and 180-day
exclusivity periods to file and confirm a plan of reorganization.
Mansa Capital, LLC, objected to the Debtor's second extension
request, telling the Court that the Debtor had been cautioned at
the March 2015 hearing on its initial request for a 90-day
extension of its exclusive periods that it should be concerned that
it had received the only extension it will in this case. Mansa
asserts that having already been warned of the potential that it
may not receive a further extension of exclusivity, and given the
circumstances that have occurred since that date, especially the
Debtor's filing of the Amended Plan after an additional 21 days
from its previously-extended deadline, the Second Exclusivity
Motion simply fails to show any cause to extend the Debtor's
exclusive periods for another day, and surely not another 90 days.
In her June 17, 2015, order, Judge Houser, having considered the
evidence presented at the hearing on June 3, 2015, and the argument
of counsel, concluded that the motion should be denied in all
respects.
The Debtor is represented by:
Gerrit M. Pronske, Esq.
Jason P. Kathman, Esq.
PRONSKE GOOLSBY & KATHMAN, P.C.
2200 Ross Avenue, Suite 5350
Dallas, TX 75201
Telephone: (214)658-6500
Facsimile: (214)658-6509
Email: gpronske@pgkpc.com
jkathman@pgkpc.com
Mansa Capital is represented by:
Charles S. Kelley, Esq.
Quinncy N. McNeal, Esq.
Joshua M. Grenard, Esq.
MAYER, BROWN LP
700 Louisiana Street, Suite 3400
Houston, TX 77002-2730
Telephone: (713)238-3000
Facsimile: (713)238-4625
E-mail: ckelley@mayerbrown.com
qmcneal@mayerbrown.com
jgrenard@mayerbrown.com
About Couture Hotel
Couture Hotel Corporation, fka Hugh Black-St Mary
Enterprises,
Inc., owns and operates four hotels: a Wyndham
Garden Inn in
Dallas, Texas, consisting of 356 rooms and
remodeled in 2013; a
Howard Johnson in Corpus Christi, Texas,
consisting of 140 rooms
and remodeled in 2012; a Howard Johnson
in Las Vegas, Nevada,
consisting of 110 rooms and remodeled in
2012; and an independent
hotel in Las Vegas, Nevada (formerly
branded as a Value Place),
consisting of 121 rooms and also
remodeled in 2012.
The Las Vegas hotels are located at one of the entrances to
Nellis
Air Force base in North Las Vegas. The Debtor owns the
real
property and improvements, as well as the franchise rights
to the
hotels (except for Las Vegas Value Place).
The Company sought Chapter 11 protection (Bankr. N.D. Tex.
Case
No.14-34874) in Dallas, Texas, on Oct. 7, 2014. The case is
assigned to Judge Barbara J. Houser. The Debtor has tapped Mark
Sean Toronjo, Esq., at Toronjo & Prosser Law, as counsel.
The
Debtor, in an amended schedules, disclosed $20.8 million
in
assets and $27.8 million in liabilities as of the Chapter
11
filing.
No creditors' committee or other official committee been
appointed
in the case.
CROZER-CHESTER MEDICAL: Moody's Lowers Long-Term Rating to Ba3
--------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Ba2 the
long-term and underlying ratings assigned to Crozer-Chester Medical
Center's (CCMC) and Crozer-Keystone Health System's (CKHS) bonds
issued by the Delaware County Authority. The rating outlook
remains negative at the lower rating level. Approximately
$140 million rated debt is affected by this action.
Crozer Chester Medical Center and Delaware County Memorial Hospital
are wholly owned subsidiaries of Crozer-Keystone Health System.
Moody's analysis includes CKHS consolidated financials which we
sometimes reference as "System" or "Crozer".
SUMMARY RATING RATIONALE
The downgrade to Ba3 from Ba2 rating reflects continued weak
financial performance through 9 months of FY 2015 which, while
improved, is modest relative to debt service. Additionally the
decline in cash, rising average age of plant, minimal headroom
under financial covenants and significant unfunded pension
liability are key credit issues supporting the credit weakening.
The Ba3 is supported by early indications of operating improvement,
recent resolution of contract negotiations with labor union, and a
leading market position.
OUTLOOK
The negative rating outlook reflects still narrow headroom under
financial covenants and absence of longer track record of improved
operating margins.
WHAT COULD MAKE THE RATING GO UP
-- Material and sustained improvement in operating margins
-- Sizable increase in absolute cash and investments
-- Marked deleveraging of the balance sheet
WHAT COULD MAKE THE RATING GO DOWN
-- Further decline in liquidity
-- Any violation of bond or bank covenants
-- Failure to continue to improve operations
-- Incremental leverage
OBLIGOR PROFILE
Crozer-Keystone Health System, based in Springfield, Pa., is the
largest employer and health care provider in Delaware County, a
suburb of Philadelphia. Crozer-Keystone provides a full spectrum
of wellness, prevention, acute care, rehabilitation and restorative
care to the community. The health system comprises five hospitals,
several outpatient facilities, a comprehensive physician network of
primary-care and specialty practices, and the Healthplex Sports
Club.
LEGAL SECURITY
Crozer-Keystone Health System (CKHS) is the sole corporate member
of Crozer-Chester Medical Center (CCMC), Delaware County Memorial
Hospital (DCMH), and its physician network, Health Access Network.
The Obligated Group members CKHS, CCMC and DCMH, are jointly and
severally liable for the bonds. The bonds are secured by a
security interest in the Gross Receipts of the Obligated Group and
a negative mortgage pledge.
Letters of Credit and Bank Direct Purchase Agreements (which are
parity obligations) contain covenants for the Obligated Group
including: cash test of 50 days (measured semi-annually); 1.35
times MADS; and cash to debt to be maintained at a minimum of 0.50
to 1.
D.R. HORTON: Fitch Affirms 'BB+' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has affirmed the ratings for D.R. Horton, Inc. (NYSE:
DHI), including the company's Issuer Default Rating (IDR) at 'BB+'.
The Rating Outlook has been revised to Positive from Stable.
KEY RATING DRIVERS
The ratings for DHI reflect the company's successful execution of
its business model, steady capital structure, and geographic and
product line diversity. The company was an active consolidator in
the homebuilding industry in the past, but has been much less
acquisitive over the past 11 years. It appears the company will
continue to be focused principally on harvesting the opportunities
within its current and adjacent markets.
The ratings also reflect the company's relatively heavy speculative
building activity (at times averaging 50% - 60% of total inventory
and 48% at March 31, 2015). Historically, the company built a
significant number of its homes on a speculative basis (i.e. begun
construction before an order was in hand). DHI successfully
executed this strategy in the past, including during the severe
housing downturn. Nevertheless, Fitch is somewhat more comfortable
with the more moderate spec targets of 2004 and 2005, when spec
inventory accounted for roughly 35% - 40% of homes under
construction.
The Positive Outlook takes into account further moderate
improvement in the housing market in 2015 and 2016 and the
potential for share gains by DHI and hence volume outperformance
relative to industry trends. The Outlook also considers the
company's above-average performance from credit and operating
perspectives during much of the past housing downturn and
especially so far in the recovery. In particular, leverage should
meaningfully improve in fiscal 2015 and 2016. DHI was one of the
few public builders profitable in 2010 and 2011, reporting solid
profits in 2012, 2013 and 2014, and should report stronger pretax
and net income this fiscal year. DHI was the second builder to
reverse its substantial federal deferred tax asset allowance
(during FY 2012).
THE COMPANY
D.R. Horton was established in 1978 and completed its initial
public offering in 1992. DHI has grown quite rapidly since its
beginnings. From 1978 to 1987 its activities were exclusively in
the Dallas/Ft. Worth area. The company has entered 82 markets since
then through a combination of 'greenfield' entries and acquisitions
and subsequently exited a few of the markets. Since 1978, DHI has
made 21 acquisitions, almost all of these during the 1994 - 2002
period.
DHI acquired the homebuilding operations of Breland Homes in August
2012 for $105.9 million in cash. Breland Homes operated in
Huntsville and Mobile in Alabama and along the gulf coast of
Mississippi. In October 2013, the company acquired the homebuilding
operations of Regent Homes, Inc. for $34.5 million cash. Regent
operated in Charlotte, Greensboro and Winston-Salem, N.C. DHI
acquired Crown Communities, the largest builder in Atlanta, on May
9, 2014. The company acquired Crown Communities, which also
operates in South Carolina, for $209.6 million in cash. In April
2015, DHI acquired Pacific Ridge Homes in Seattle, Washington for
$72 million in cash.
In calendar 2014, DHI was ranked the largest homebuilder in the
U.S. based on closings and revenues, holding the #1 position based
on home closings since 2002. The company has made only four
relatively small acquisitions since 2003 and it appears that DHI
may remain less acquisitive in the future as it focuses on
harvesting the opportunities within its current and adjacent
markets. The company operates in 27 states and 79 markets in the
U.S. and has 40 homebuilding operating divisions.
GENERALLY IMPROVING HOUSING MARKET
Housing metrics increased in 2014 due to more robust economic
growth during the last three quarters of the year (prompted by
improved household net worth, industrial production and consumer
spending), and consequently acceleration in job growth (as
unemployment rates decreased to 6.2% for 2014 from an average of
7.4% in 2013), despite modestly higher interest rates, as well as
more measured home price inflation. A combination of tax increases
and spending cuts in 2013 shaved about 1.5pp off annual economic
growth, according to the Congressional Budget Office. Many
forecasters estimate the fiscal drag in 2014 was only about 0.25%.
Single-family starts in 2014 improved 4.8% to 648,000 as
multifamily volume grew 15.6% to 355,000. Thus, total starts in
2014 were 1.003 million. New home sales were up a modest 1.6% to
436,000, while existing home volume was off 2.9% to 4.940 million
largely due to fewer distressed homes for sale and limited
inventory.
New home price inflation moderated in 2014, at least partially
because of higher interest rates and buyer resistance. Average new
home prices rose 6.4% in 2014, while median home prices advanced
approximately 5.4%.
Housing activity is likely to ratchet up more sharply in 2015 with
the support of a steadily growing, relatively robust economy
throughout the balance of the year. Considerably lower oil prices
should restrain inflation and leave American consumers with more
money to spend. The unemployment rate should continue to move lower
(5.3% in 2015). Credit standards should steadily, moderately ease
throughout 2015. Demographics should be more of a positive
catalyst. More of those younger adults who have been living at home
should find jobs and these 25 - 35-year-olds should provide some
incremental elevation to the rental and starter home markets.
Single-family starts are forecast to rise about 17.3% to 760,000 in
2015 as multifamily volume expands about 7% to 381,000. Total
starts would be in excess of 1.1 million. New home sales are
projected to increase 18% to 515,000. Existing home volume is
expected to approximate 5.152 million, up 4.3%.
New home price inflation should further taper off with higher
interest rates and the mix of sales shifting more to first time
homebuyer product. Average and median home prices should increase
3.0%-3.5%.
As Fitch noted in the past, the housing recovery will likely occur
in fits and starts.
SOME EROSION IN HOME AFFORDABILITY
The Freddie Mac 30-year average mortgage rate (June 18, 2015) was
4.00%, down 4 basis points (bps) sequentially from the previous
week and 59 bps higher than the average rate during the month of
January 2013 (3.41%), a low point for mortgage rates. Current rates
are still below historical averages and help moderate the effect of
much higher home prices during the past few years. Income growth
has been (and may continue to be) relatively modest.
Nevertheless, there has been some lessening of affordability as the
upcycle in housing has matured. The Realtor Association's composite
affordability index peaked at 207.3 in the first quarter of 2012,
averaged 176.9 in 2013, 164.4 in 2014 and was 164.9 in April 2015.
Erosion in affordability is likely to continue as interest rates
likely head higher in 2015 (as the economy strengthens). Fitch
projects that mortgage rates will average 20 - 30 bps higher in
2015. Home price inflation should moderate this year reflecting the
higher interest rates and the mix of sales shifting more to first
time homebuyer product. However, average and median home prices
should still rise within a range of 3.0% - 3.5% this year,
pressuring affordability.
FINANCIALS
DHI successfully managed its balance sheet during the housing
downturn and generated significant operating cash flow. DHI
aggressively reduced its debt during the downturn and early in the
recovery. Homebuilding debt declined from roughly $5.5 billion at
June 30, 2006 to $1.58 billion as of Dec. 31, 2011, a 71%
reduction.
More recently, DHI has been responding to the stronger housing
market, expanding inventories and increasing leverage. Homebuilding
debt at the end of the fiscal 2015 second quarter was $3.55
billion.
As of March 31, 2015, debt/capitalization was 39.6%. Net
debt/capitalization was 34.7% at the end of fiscal 2015 second
quarter. Debt-to-EBITDA has improved from 5.7x at Sept. 30, 2012 to
4.0x at Sept. 30, 2013, 3.3x at Sept. 30, 2014 and 3.2x at March
31, 2015. Funds from operations (FFO) adjusted leverage was 6.6x at
the end of fiscal 2012 and is currently 5.0x. Interest coverage
rose from 3.35x at the end of fiscal 2012 to 4.75x in 2013, 5.4x at
the conclusion of 2014 and 6.55x at the end of the fiscal 2015
second quarter. Fitch projects that debt-to-EBITDA should
approximate 2.8x by the end of 2015 and be below 2.5x by the
conclusion of 2016. Fitch also projects that at the end of 2015
interest coverage should come close to 7.5x.
DHI has solid liquidity with unrestricted homebuilding cash and
equivalents of $665.8 million as of March 31, 2015.
The company has a $975 million senior unsecured revolving credit
facility with an uncommitted accordion feature that could increase
the size of the facility to $1.25 billion, subject to certain
conditions and availability of additional bank commitments. The
facility also provides for the issuance of letters of credit with a
sublimit equal to approximately 50% of the revolving credit
commitment. Letters of credit issued under the facility reduce
available borrowing capacity. The maturity date of the facility is
Sept. 7, 2019. At March 31, 2015, there were $175 million of
borrowings outstanding and $90.3 million of letters of credit
issued under the revolving credit facility.
DHI continues to have access to capital markets. In February 2015,
the company priced an offering of $500 million aggregate principal
amount of 4.0% senior notes due Feb. 15, 2020.
DHI has well laddered debt with $542.6 million of senior notes
maturing in 2016 and $350.0 million due in 2017.
In early December 2012, DHI declared a cash dividend of $0.15 per
share. This dividend was in lieu of and accelerated the payment of
all quarterly dividends that the company would have otherwise paid
in calendar 2013. DHI resumed its normal quarterly cash dividends
in calendar 2014.
REAL ESTATE
DHI spent $2.31 billion on real estate in 2014- 60% on land and 40%
on development. The company expended $2 billion on land/lots in
2013 and spent about $640 million on development activities. DHI
purchased $1.1 billion of land and lots in 2012 and spent
approximately $300 million on land development. The company spent
$790 million on land and development activities in 2011, and about
$830 million during 2010, compared with $380 million paid in 2009.
During the peak of the housing cycle, DHI spent $5.2 billion
annually.
Through the first half of fiscal 2015, the company committed
roughly $1.07 billion for real estate activities (55% on land and
45% on development). Fitch expects that land and development
spending will approximate $2.35 billion for full-year fiscal
2015 - almost 60% for land and lots and 40% for development
activities.
DHI maintains a 5.4-year supply of lots (based on LTM deliveries),
68.7% of which are owned and the balance controlled through
options. The options share of total lots controlled is down sharply
over the past seven years as the company has written off
substantial numbers of options and land owners are less inclined to
use options. Fitch expects DHI to continue replenishing its land
position and moderately increasing its community count. The primary
focus will be optioning (or in some cases, purchasing for cash) or
developing finished lots in relatively small phases, wherein DHI
can get a faster return of its capital.
DHI's cash flow from operations during fiscal 2014 (ended Sept. 30,
2014) was a negative $661.4 million. In fiscal 2015, Fitch expects
DHI to be slightly cash flow positive as spending on land and
development activities levels out.
The ratings also reflect DHI's relatively heavy speculative
building activity (at times averaging 50% - 60% of total inventory
and 48% at March 31, 2015). DHI has historically built a
significant number of its homes on a speculative basis (i.e. begun
construction before an order was in hand).
A key focus is on selling these homes either before construction is
completed or certainly before a completed spec has aged more than a
few months. This has resulted in consistently attractive margins.
DHI successfully executed this strategy in the past, including
during the severe housing downturn. Nevertheless, Fitch is
generally more comfortable with the more moderate spec targets of
2004 and 2005, when spec inventory accounted for roughly 35% - 40%
of homes under construction.
KEY ASSUMPTIONS
Fitch's key assumptions within our rating case for the issuer
include:
-- Industry single-family housing starts improve about 17%, while
new and existing home sales grow 18% and almost 4.5%,
respectively, in 2015;
-- DHI's revenues increase at a 30% pace, but homebuilding EBITDA
margins erode one percentage point this year, due to higher
expenses (especially labor and material costs) and lesser home
price inflation;
-- The company's debt/EBITDA approximates 2.8x and interest
coverage reaches about 7.5x by year-end 2015;
-- DHI spends approximately $2.3 billion on land acquisitions and
development activities this year;
-- The company maintains an adequate liquidity position (well
above $350 million) with a combination of unrestricted cash
and revolver availability.
RATING SENSITIVITIES
Future ratings and Outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as:
-- Trends in land and development spending;
-- General inventory levels;
-- Speculative inventory activity (including the impact of high
cancellation rates on such activity);
-- Gross and net new order activity;
-- Debt levels;
-- Free cash flow trends and uses;
-- DHI's cash position.
Fitch would consider taking further positive rating actions if the
recovery in housing persists or accelerates and DHI shows steady
improvement in credit metrics (such as debt-to-EBITDA leverage
approaching 2x), while maintaining a healthy liquidity position (in
excess of $1 billion in a combination of cash and revolver
availability). Fitch would expect management to exercise discipline
in managing its land and liquidity through the balance of the
cycle.
Conversely, negative rating actions could occur if the recovery in
housing dissipates and DHI maintains an overly aggressive land and
development spending program. This could lead to sharp declines in
profitability, consistent and significant negative quarterly cash
flow from operations, and meaningfully diminished liquidity
position (below $500 million).
LIQUIDITY
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following ratings and assigned the following
Recovery Rating for D.R. Horton, Inc. (NYSE: DHI)
-- Long-term IDR at'BB+';
-- Senior unsecured debt at 'BB+/RR4'
The Rating Outlook is Positive.
In accordance with Fitch's updated Recovery Rating (RR)
methodology, Fitch is now providing RRs to issuers with IDRs in the
'BB' category. The Recovery Rating of '4' for D.R. Horton's
unsecured debt supports a rating of 'BB+', and reflects average
recovery prospects in a distressed scenario.
DEB STORES: July 7 Hearing on Paritz as Accountants
---------------------------------------------------
Deb Stores Holding LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Paritz & Company,
P.A., as special purpose accountants.
Paritz & Company will assist the Debtors regarding (a) state and
federal tax return services; and (b) 401(K) plan auditing services.
Specifically, Paritz will serve as accountants to the Debtors for
the preparation and filing of the Debtor's state and federal tax
return for the year ended Jan. 31 2015 and 2015 stub period; and
will audit the financial statements of Deb Shops 401(K) Plan, which
comprise the statement of net assets available for benefits as of
Jan. 31, 2015, and 2016 and the related statement of changes in net
assets available for the benefits for the years ended and the
related notes to the financial statements.
Paritz's compensation for state and federal tax return services
will be a flat fee estimated at $40,000 and $50,000. The 2015 fee
will not exceed $50,000. Partiz estimates the 2016 stub period fee
will be between $17,000 and $22,500 and will not exceed $22,500.
The combined fees for both years will not exceed $65,000.
The 401(k) plan auditing services flat fee will range from $5,000
to $6,000.
Paritz received on April 16, 2015, the amount of $77,000 for the
services it will be performing for the Debtors.
To the best of the Debtors' knowledge, Paritz has no interest
adverse to the Debtors.
A hearing on the matter was scheduled for July 7, 2015, at
11:00 p.m.
About Deb Stores
Headquartered in Philadelphia, Pennsylvania, Deb Stores is a
mall-based retailer in the juniors "fast-fashion" specialty sector
that operates under the name "DEB" and offers moderately priced,
fashionable, coordinated women's sportswear, dresses, coats,
lingerie, accessories and shoes for junior and plus sizes. The
company, founded by Philip Rounick and Emma Weiner, opened its
first store under the name JOY Hosiery in Philadelphia,
Pennsylvania in 1932. As of Sept. 30, 2014, the company operated
a
total of 295 retail store locations (primarily in the East and
Midwest, especially Pennsylvania, Ohio and Michigan) as well as an
e-commerce channel.
On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc.
and its subsidiaries -- sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11941) and closed the sale of the assets
three months later to Ableco Finance, LLC, the agent for the first
lien lenders.
Deb Stores Holding LLC and eight affiliated companies commenced
Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014. The
Debtors are seeking to have their cases jointly administered, with
pleadings maintained on the case docket for Deb Stores Holding
(Case No. 14-12676). The cases are assigned to Judge Mary F.
Walrath.
Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, serve as counsel to the Debtors. Epiq Bankruptcy
Solutions, LLC, is the claims and noticing agent.
As of Dec. 31, 2014, the Debtors' most recent audited consolidated
financial statements reflected assets totaling $90.5 million and
liabilities totaling $120.1 million.
The Official Committee of Unsecured Creditors tapped Cooley LLP as
its lead counsel; Drinker Biddle & Reath LLP as its co-counsel;
and Zolfo Cooper, LLC as its bankruptcy consultants and financial
advisors.
EFACTOR GROUP: Incurs $2.26-Mil. Net Loss in First Quarter
----------------------------------------------------------
EFactor Group Corp. filed its quarterly report on Form 10-Q,
disclosing a net loss of $2.26 million on $1 million of revenues
for the three months ended March 31, 2015, compared with a net loss
of $3.91 million on $117,000 of revenues for the same period in
2014.
The Company's balance sheet at March 31, 2015, showed $27.9 million
in total assets, $9.85 million in total liabilities, and
stockholders' equity of $18.0 million.
The Company has suffered losses from operations and has a working
capital deficit, which raises substantial doubt about its ability
to continue as a going concern, according to the regulatory
filing.
A copy of the Form 10-Q is available at:
http://is.gd/N4BNtL
EFactor Group Corp. owns and operates a social networking site for
entrepreneurs. It operates EFactor.com, a platform that enables
access to a network of contacts, registration for networking
events, advisory consulting, and various business tools, as well as
a range of services and information. The Company also provides key
support services in the areas of funding, knowledge, cost savings,
and business development, as well as offers public relations and
advertising services. It operates in the United States, the United
Kingdom, India, China, and the Netherlands. The Company is based
in San Francisco, California.
ERG INTERMEDIATE: Hires Gibss & Bruns as Litigation Counsel
-----------------------------------------------------------
ERG Intermediate Holdings, LLC, et al. seek authorization from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
Gibbs & Bruns, LLP as special litigation counsel, as of the April
30, 2015 petition date.
As of the Petition Date, the Debtor was a party in the lawsuit, ERG
Resources, L.L.C. v. Nabors Global Holdings II, Limited, et al.;
Cause No. 2012-16446; in the 61st Judicial District Court of Harris
County, Texas, which was filed on or about March 20, 2012.
Gibbs & Bruns will continue to render professional services
including, but not limited to, all matters typically and reasonably
necessary to represent
Debtor's interests, including counseling, preparation and filing of
pleadings, conducting and responding to discovery as appropriate,
and preparing for and appearing at all hearings, conferences,
mediations, arbitrations and trials, all in connection with the
Lawsuit.
Gibbs & Bruns will charge the Debtor a contingency fee on any
Recovery in accordance with its pre-existing agreement with the
Debtor in effect as of the Petition Date. A summary of the proposed
contingent-fee arrangement":
-- Before the Filing of an Appeal: With respect to any claims in
the Lawsuit that are settled or otherwise resolved before the
date on which any notice of appeal is filed, a contingency
fee percentage of 30% of the Net Proceeds of any Recovery.
-- After the Filing of an Appeal: With respect to any claims in
the Lawsuit that are settled or otherwise resolved on or
after the date on which any notice of appeal is filed, a
contingency fee percentage of 35% of the Net Proceeds of any
Recovery.
Gibbs & Bruns will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael R. Absmeier, partner of Gibbs & Bruns, 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.
Gibbs & Bruns can be reached at:
Michael R. Absmeier, Esq.
GIBBS & BRUNS, LLP
1100 Louisiana, Suite 5300
Houston, TX 77002
Tel: (713) 650-8805
Fax: (713) 750-0903
About ERG Resources
ERG Resources, LLC, is a privately owned oil & gas producer that
was formed in 1996. Since 2010, ERG Resources and ERG Operating
Co. have been primarily engaged in the exploration and production
of crude oil and natural gas in the Cat Canyon Field in Santa
Barbara County, California. ERG Resources owns 19,027 gross lease
acreage in the Cat Canyon Field. ERG Resources also owns and
operates oil & gas leases representing 683 gross acres of leasehold
located in Liberty County, Texas. The Company's corporate
headquarters is located in Houston, Texas. Scott Y. Wood, through
two of his affiliates, owns 100% of the membership units in ERG
Intermediate Holdings LLC, the parent company.
ERG Intermediate Holdings, ERG Resources and three affiliates
sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
15-31858) on April 30, 2015, in Dallas, Texas.
The Debtors tapped Jones Day as counsel; DLA Piper as co-counsel;
AP Services, LLC, to provide a CRO; and Epiq Bankruptcy Solutions,
LLC.
ERG Intermediate estimated $100 million to $500 million in assets
and debt.
The U.S. Trustee overseeing the Chapter 11 case of ERG Intermediate
Holdings LLC appointed five creditors of the company to serve on
the official committee of unsecured creditors.
ERG INTERMEDIATE: Hires Jones Day as Counsel
--------------------------------------------
ERG Intermediate Holdings, LLC, et al. seek authorization from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
Jones Day as counsel, nunc pro tunc to the April 30, 2015 petition
date.
The Debtors require Jones Day to:
(a) advise the Debtors of their rights, powers and duties as
debtors and debtors in possession continuing to operate and
manage their respective businesses and properties under
chapter 11 of the Bankruptcy Code;
(b) prepare on behalf of the Debtors all necessary and
appropriate applications, motions, proposed orders, other
pleadings, notices, schedules and other documents, and
review all financial and other reports to be filed in these
chapter 11 cases;
(c) advise the Debtors concerning, and preparing responses to,
applications, motions, other pleadings, notices and other
papers that may be filed by other parties in these chapter
11 cases and appear on behalf of the Debtors in any
hearings or other proceedings relating to those matters;
(d) advise the Debtors regarding their ability to initiate
actions to collect and recover property for the benefit of
their estates;
(e) advise and assist the Debtors in connection with any asset
dispositions in connection with DLA Piper, LLP, as proposed
special corporate counsel;
(f) advise, and represent, the Debtors with respect to
employment related issues;
(g) advise and assist the Debtors in negotiations with the
Debtors' debt holders and other stakeholders;
(h) advise the Debtors concerning executory contract and
unexpired lease assumptions, assignments and rejections;
(i) advise the Debtors in connection with the formulation,
negotiation and promulgation of any plan or plans of
reorganization or liquidation, and related transactional
documents;
(j) assist the Debtors in reviewing, estimating and resolving
claims asserted against the Debtors' estates;
(k) commence and conduct litigation that is necessary and
appropriate to assert rights held by the Debtors, protect
assets of the Debtors' chapter 11 estates or otherwise
further the goal of completing the Debtors' successful
reorganization or liquidation; and
(l) perform all other necessary and appropriate legal services
in connection with these chapter 11 cases for or on behalf
of the Debtors.
Jones Day will be paid at these hourly rates:
Partners $675-$1,200
Counsel $425-$800
Associates $400-$750
Paralegals $250
Jones Day will also be reimbursed for reasonable out-of-pocket
expenses incurred.
On Dec. 12, 2014, the Debtors provided Jones Day with an advance
payment of $100,000 to establish a retainer (as subsequently
increased and replenished, the "Retainer") for professional
services to be rendered and expenses to be incurred by Jones Day.
Thereafter, the Retainer was reduced to pay certain invoices and
replenished by additional payments. As of the Petition Date, the
balance of the Retainer was $53,098.85.
Jones Day intends to make a reasonable effort to comply with the
U.S. Trustee's requests for information and additional disclosures
as set forth in the U.S. Trustee Guidelines, both in connection
with this Application and the interim and final fee applications to
be filed by Jones Day in these chapter 11 cases.
The following information is provided in response to the request
for additional information set forth in Paragraph D.1. of the U.S.
Trustee Guidelines:
-- Jones Day represented the Debtors during the 12-month period
prior to the Petition Date. During that time period, Jones
Day charged its standard rates, subject to the customary
annual rate increase as of Jan. 1, 2015. The billing rates
and financial terms have not changed postpetition.
-- The Debtors approved Jones Day's prospective budget and
staffing plan through September 2015.
Tom A. Howley, partner of Jones Day, 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.
Jones Day can be reached at:
Tom A. Howley, Esq.
JONES DAY
717 Texas Avenue, Suite 3300
Houston, TX 77002
Tel: (832) 239-3939
E-mail: tahowley@jonesday.com
About ERG Resources
ERG Resources, LLC, is a privately owned oil & gas producer that
was formed in 1996. Since 2010, ERG Resources and ERG Operating
Co. have been primarily engaged in the exploration and production
of crude oil and natural gas in the Cat Canyon Field in Santa
Barbara County, California. ERG Resources owns 19,027 gross lease
acreage in the Cat Canyon Field. ERG Resources also owns and
operates oil & gas leases representing 683 gross acres of leasehold
located in Liberty County, Texas. The Company's corporate
headquarters is located in Houston, Texas. Scott Y. Wood, through
two of his affiliates, owns 100% of the membership units in ERG
Intermediate Holdings LLC, the parent company.
ERG Intermediate Holdings, ERG Resources and three affiliates
sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
15-31858) on April 30, 2015, in Dallas, Texas.
The Debtors tapped Jones Day as counsel; DLA Piper as co-counsel;
AP Services, LLC, to provide a CRO; and Epiq Bankruptcy Solutions,
LLC.
ERG Intermediate estimated $100 million to $500 million in assets
and debt.
The U.S. Trustee overseeing the Chapter 11 case of ERG Intermediate
Holdings LLC appointed five creditors of the company to serve on
the official committee of unsecured creditors.
F.M.C. MARKET: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: F.M.C. Market, Inc.
a/b/a Frank's Food Court
349 Tarrytown Road
Elmsford, NY 10523
Case No.: 15-22885
Chapter 11 Petition Date: June 22, 2015
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Debtor's Counsel: Arlene Gordon-Oliver, Esq.
ARLENE GORDON-OLIVER & ASSOCIATES, PLLC
199 Main Street, Suite 203
White Plains, NY 10601
Tel: (914) 683-9750
Fax: (914) 683-9754
Email: ago@gordonoliverlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Frank Canfolone, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
FEDERATION EMPLOYMENT: Taps Cushman & Wakefield as Broker
---------------------------------------------------------
Federation Employment and Guidance Services, Inc., doing business
as FEGS, asks, in an amended application, the U.S. Bankruptcy Court
for the Eastern District of New York for permission to employ
Cushman & Wakefield Realty of the Bronx, LLC, as real estate
broker, nunc pro tunc to June 3, 2015.
Paul J. Massey, Jr., president of New York sales of C&W, tells the
Court that in light of the Debtor's prior employment of C&W's
affiliate, Massey Knakal Realty of Manhattan, LLC, now known as
Cushman & Wakefield Realty of Manhattan, LLC, in July 2014, C&W is
familiar with the properties and well positioned to commence
providing the services immediately upon retention.
As an exclusive real estate broker, C&W will assist with the sale
and disposition of the Debtor's real properties located at 360
Jerome Avenue, Bronx, New York and 3312-30 Surf Avenue, Brooklyn,
New York. Specifically, C&W will, among other things:
a. market the properties using advertising, solicitation of
outside brokers, and other promotional and marketing activities as
may be necessary and agreed upon with the Debtor;
b. analyze offers and proposals from potential purchasers and
offering recommendations to the Debtor in connection with any
proposed transaction involving the properties; and
c. assist with negotiations regarding potential transaction
involving the properties.
As an additional service, in the event of consummation of a sale of
the properties covered under the listing agreement and the
retention and receipt of the commission from the Debtor, C&W will
compensate any outside broker who dealt with C&W in representation
of the purchaser of the properties any amount equal to 50% of the
commission received by C&W from the Debtor under the listing
agreement.
C&W will be paid a commission which will be computed as:
Rate Gross Sales Price
---- -----------------
5.4% of $0 - $5,000,0000 plus
2.7% of $5,000,000 - $20,000,000 plus
1.8% of $20,000,000 - $50,000,000 plus
0.9% above $50,000,000
C&W has not been paid any compensation by the Debtor in connection
with the matter to date.
To the best of the Debtor's knowledge, C&W is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About FEGS
Established in 1934 amidst the Great Depression, Federation
Employment & Guidance Service, Inc. ("FEGS") is a not-for-profit
provider of various health and social services to more than
120,000 individuals annually in the areas of behavioral health,
disabilities, housing, home care, employment/workforce, education,
youth and family services. At its peak, FEGs' network of programs
operated over 350 locations throughout metropolitan New York and
Long Island and employed 2,217 highly skilled professionals.
FEGS sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case
No. 15-71074) in Central Islip, New York on March 18, 2015.
The Chapter 11 plan and disclosure statement are due by July 16,
2015.
The Debtor filed applications to hire Garfunkel, Wild, P.C., as
general bankruptcy counsel; Togut, Segal & Segal, LLP, as
co-counsel; JL Consulting LLC as Restructuring Advisor, as
restructuring advisor; Crowe Horwath, LLP as accountants; and Rust
Consulting/Omni Bankruptcy as claims and noticing agent.
The Debtor disclosed $86,697,814 in assets and $45,572,524 in
liabilities as of the Chapter 11 filing.
The U.S. Trustee for Region 2 appointed three members to the
Official Committee of Unsecured Creditors. The Committee tapped
Pachulski Stang Ziehl & Jones LLP as its counsel.
FINANCIAL HOLDINGS: Files Ch.11 to Sell Bank Unit to Insider
------------------------------------------------------------
Financial Holdings, Inc., sought bankruptcy protection with plans
to sell its 100% ownership interest in banking subsidiary, American
Founders Bank, to WPB-AFB, LLC, for a credit bid of $14.5 million,
absent higher and better offers.
Pursuant to a Stock Purchase Agreement dated as of June 1, 2015,
WPB-AFB has agreed to purchase the ownership interest in American
Founders Bank for a purchase price not to exceed $14.5 million
comprised of the sum of all obligations owed by the Debtor under a
prepetition senior secured loan and the payment of a wind down
amount of $150,000.
The sole member and principal of WPB-AFB is William P. Butler. Mr.
Butler was an original FHI shareholder upon the formation of FHI
and currently holds (individually and through a partnership
controlled by Butler) 15.05% of the common stock of FHI. Butler is
also a holder of preferred shares and common stock warrants in the
Debtor's non-debtor subsidiary AFLC, as well as a director of AFLC
(and as such, is likely an "insider" as that term is defined in the
Bankruptcy Code).
The sale is part of a series of transactions, which include the
transfer of Lexington branches of the Bank to City National Bank
Inc., and the sale of certain OREO properties to improve the Bank's
capital structure, and the closing of each is dependent upon the
closing of all (including necessary approval of the Court for the
Sale and FDIC approval, as necessary). Aside from serving as
stalking horse bidder under the SPA, Mr. Butler has agreed to (b)
provide $70,000 in debtor-in-possession financing and $150,000
toward investment banker and wind-down fees under the SPA; and (c)
pay the Bank $7,100,000 to purchase real estate from the Bank
pursuant to an REO agreement.
Pursuant to Section 5.10 of the SPA, the Court must enter an Order
approving the Bidding Procedures no later than 35 days following
the Petition Date; and the Court must also conduct a sale hearing
no later than 60 days following the Petition Date.
The Debtor will conduct a sale process and will solicit higher and
better offers based on these proposed procedures and timeline:
-- To participate in the auction, a potential bidder must submit
by the bid deadline (proposed as 5 days before the sale hearing)
(i) an initial overbid that provides for a cash purchase price that
exceeds the purchase price by at least the amount of the bidding
protections plus the $150,000 wind down amount, and (ii) a 10%
deposit;
-- If a timely qualified bid is submitted by the bid deadline, an
auction will be conducted 2 days before the sale hearing;
-- If no timely qualified bid is submitted, the Debtor will not
conduct the auction, and WPB-AFB, the stalking horse purchaser,
will be named the successful bidder.
-- The Debtors propose a sale hearing that's within 45 days of
Petition Date.
-- If the Debtor elects to sell the Bank's common stock to
another party, WPB-AFB, the stalking horse purchaser, will receive
bid protections comprising of a break-up fee of $429,122, which is
equal to 3% of the purchase price, and an expense reimbursement for
all reasonable and documented expenses in an amount not to exceed
$350,000.
The Debtors propose a hearing on the bidding procedures within the
14 days of the Petition Date.
As of June 4, 2015, the Debtor had outstanding secured indebtedness
of at least $14,352,488 under a promissory note (the "Senior
Note"), which is secured by FHI's 100% ownership interest in the
Bank. The Senior Note is held by WPB-AFB, through an assignment
from U.S. Bank.
Prepetition Marketing Efforts
Counsel for the Debtor, Adam M. Back, Esq., at Stoll Keenon Ogden
PLLC, explains that over the last six years, FHI has made
extraordinary efforts to raise additional capital or sell all or a
portion of the Bank.
In early 2009, FHI retained Hexagon Capital to assist in raising
capital that would be used to enable the Bank in bringing its
capital ratios into regulatory compliance in accordance with the
Cease and Desist Order. Hexagon contacted approximately 20
institutional investors but the process did not result in the
receipt of any indications of interest for a Bank capital infusion.
In late 2010, with heightened urgency due to the Amended Consent
Order, FHI retained The Chicago Corporation ("TCC") to serve as
financial advisor in connection with a recapitalization or sale of
FHI and/or the Bank. TCC prepared a confidential information
memorandum (the "2010 CIM") containing background, financial and
regulatory information about FHI and the Bank and certain financial
projections. Beginning in early 2011, TCC contacted over ninety
institutional or accredited investors, with a primary goal of
raising $35 million in capital for the Bank. Seventeen prospective
investors executed nondisclosure agreements and reviewed the 2010
CIM. All of these parties subsequently declined to make a proposal
to invest in the Bank.
In the fall of 2011, TCC contacted 35 potential strategic buyers,
primarily consisting of other banking organizations. This process
did not result in any proposals for the purchase of FHI or the
Bank.
FHI continued to solicit organizations and investors with respect
to a sale or recapitalization of FHI or the Bank, including branch
sale transactions. In addition to due diligence (chiefly of the
Bank's loan portfolio) conducted by several bank holding companies
during 2012 and 2013, the most substantive negotiations for a
transaction involving the Bank prior to the efforts in late 2014
were negotiations during 2012 with a central Kentucky-based
financial institution ("Potential Acquiror A") for a transaction
substantially similar to the currently proposed transactions for
FHI and the Bank, namely, a proposed Section 363 sale of the Bank
Common Stock by FHI accompanied by a sale by the Bank of its
Lexington, Kentucky operations (a "Lexington Branches
Transaction"). A confidentiality agreement was entered into with
Potential Acquiror A on Feb. 3, 2012 and various drafts of a branch
purchase and assumption agreement were exchanged between Potential
Acquiror A and the Bank, along with extensive due diligence
conducted by Potential Acquiror A. That prior attempted
transaction contemplated (1) the assignment by the Bank to
Potential Acquiror A of the Bank's real estate located in downtown
Lexington, as well as all personal property owned by the Bank, in
exchange for a cash sum, (2) the assignment of substantially all of
the loans of the Bank attributed to its Lexington, Kentucky banking
offices and (3) the assignment to Potential Acquiror A by the Bank
of the Bank's deposit liabilities in exchange for a premium on such
deposit liabilities. Due to certain deadlocks on deal points which
arose in the negotiations the overall consideration to be received
by the Bank was inadequate to place the Bank in a sufficient
capital position, and accordingly the efforts by the Bank and
Potential Acquiror A to enter a Branch Purchase and Assumption
Agreement transaction were terminated in the first quarter of 2013.
In 2012, WPB-AFB acquired the Senior Note. Mr. Butler and WPB-AFB
have supported the subsequent efforts of FHI and the Bank to seek
acquirers or new capital sources. Butler's willingness to serve as
a stalking horse bidder should the need arise and forbearance from
having WFB-AFB foreclose upon the Bank Common Stock given the
longstanding default, as well as his direct communications with our
regulators, bought the Debtor the breathing room to conduct the
thorough marketing process described below over the past few years
(and for the Bank to stabilize itself operationally by, among other
things, improving asset quality) -- without having the bank seized
or forced into a fire sale.
In October, 2012, FHI retained Austin Associates, LLC, to provide
general financial advisory services in connection with its
recapitalization efforts and to evaluate various proposed
transaction alternatives, including evaluation of a transaction
involving a section 363 sale of the Bank Common Stock along with a
Lexington Branches Transaction. In connection with this
engagement, Austin created financial forecasts respecting FHI and
the Bank, prepared an analysis of AFLC's capital structure and
assessed the present value of liquidating the AFLC Preferred
Shares, projected the future capital needs of the Bank to achieve a
satisfactory capital position, conducted an internal rate of return
analysis of the Bank, compiled data with respect to all section 363
sales respecting banks and bank holding companies in the United
States since 2010, and prepared a list of all financial institution
mergers and acquisitions in the Midwest region of the United States
during the prior two years. As a result of the work by Austin and
the consideration of same by FHI and Bank management (which
continued throughout 2013 and the first half of 2014), by way of
another engagement letter dated Sept. 3, 2014, FHI and the Bank
once again engaged Austin (as well as Investment Bank Services), to
serve as the exclusive financial advisor to FHI and the Bank for
purposes of pursuing a bankruptcy filing and associated Section 363
sale on the part of FHI or a sale of the Bank.
In late 2014, Austin contacted 31 organizations which, based on
geographic location and Austin's analysis of the respective
financial capacity of such organizations, were viewed as possible
candidates for the purchase of the Bank. Of these 31 financial
institutions, 19 requested a copy of the proposed nondisclosure
agreement required to be executed by such financial institutions
before discussions and an exchange of information could commence.
Of these 19 financial institutions, 12 eventually executed
nondisclosure agreements and received information respecting FHI
and the Bank, including a confidential information memorandum
entitled "Project Bluegrass" dated October 2014 (the "2014 CIM"),
which provided an overview of FHI and the Bank, in addition to the
wealth of data also made available to those institutions executing
the nondisclosure agreement in a virtual data room that had been
established. The 2014 CIM requested that preliminary indications
of interest be received with respect to a proposed Bank transaction
by Oct. 30, 2014. From the 12 financial institutions who executed
the nondisclosure agreement and received due diligence information,
only one written proposal was received by FHI and the Bank from one
of the parties for the purchase of the Bank ("Potential Acquiror
B"), along with one verbal expression of interest from another
financial institution ("Potential Acquiror C"). Potential Acquiror
B indicated that it had retained legal and investment banking
counsel, viewed the deal as very strategic and expressed its
interest as "serious." Potential Acquiror B performed due
diligence during the next month but, once in-depth negotiations
began between Potential Acquiror B and the Bank, Potential Acquiror
B withdrew from the process due to differences in lending
philosophies between the Bank and Potential Acquiror B (i.e. in the
view of Potential Case Acquiror B the Bank had too many loans
structured in a manner inconsistent with Potential Acquiror B's
lending policies).
During the latter part of November and December 2014, direct
negotiations began between the Bank and Potential Acquiror C for a
Lexington Branches Transaction. These negotiations resulted in a
letter of intent being entered into between the Bank and Potential
Acquiror C dated Jan. 15, 2015. As the case with the currently
proposed transaction, this transaction would have achieved the
necessary pro forma capital levels for the resulting
Louisville-based Bank to satisfy regulatory requirements. However,
not long after execution of the letter of interest Potential
Acquiror C withdrew from the process with the Bank in February,
2015 for reasons internal to Potential Acquiror C.
Following continuing internal discussions among FHI, the Bank and
Austin of various alternatives and the continued determination on
the part of FHI and the Bank to pursue a comprehensive marketing
for a Lexington Branches Transaction, 10 financial institutions
were again contacted, including four (by virtue of the fact that
they lacked sufficient capital to buy the entire Bank) who were not
among the 31 financial institutions contacted in connection with
the 2014 CIM. Of these, five executed the requested nondisclosure
agreement and executed same. The confidential information
memorandum for Project Bluegrass dated March 2015 (the "2015 CIM")
was circulated along with the extensive confidential information
and documents posted to the secure virtual data room. The 2015 CIM
requested indications of interest to be received on or before March
31, 2015, as a result of which two written indications of interest
were received. The indication of interest from City Holding
Company was accepted, City Holding Company conducted due diligence
during April and May, and a Branch Purchase and Assumption
Agreement ("BPA") dated as of May 29, 2015, was entered into with
City National Bank of West Virginia (the "City National
Transaction").
Mr. Butler agreed that, in conjunction with the City National
Transaction, he or WPB-AFB would recapitalize the Bank and serve as
stalking horse bidder for a Section 363 sale of the Bank Common
Stock.
About Financial Holdings
Financial Holdings, Inc., is a bank holding company, organized
under the laws of the Commonwealth of Kentucky, that owns 100% of
the common stock of two subsidiaries: (i) American Founders Bank,
Inc. and (ii) American Founders Statutory Trust I. The Bank, in
turn, owns 100% of the voting common stock of American Founders
Loan Corporation.
Financial Holdings sought Chapter 11 protection (Bankr. E.D. Ky.
Case No. 15-51187) on June 16, 2015, in Lexington, Kentucky. The
Bank, Statutory Trust, and AFLC, are not debtors in the Chapter 11
case.
The Debtor disclosed total assets of $11.9 million and total
liabilities of $40.6 million.
The case is assigned to Judge Gregory R. Schaaf.
The Debtor tapped Stoll Keenon Ogden, PLLC, as counsel, and Austin
Associates, LLC, as financial advisors.
Counsel to the proposed purchaser, WPB-AFB, LLC, can be reached
at:
DINSMORE & SHOHL, LLP
255 East Fifth Street, Suite 1900
Cincinnati, OH 45202
Attn: Michael G. Dailey
Uday Gorrepati
Susan Zaunbrecher
E-mail: michael.dailey@dinsmore.com
uday.gorrepati@dinsmore.com
susan.zaunbrecher@dinsmore.com
FINANCIAL HOLDINGS: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Financial Holdings, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of Kentucky proposed schedules of assets and
liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $11,910,000
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $14,352,488
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-priority
Claims $26,278,844
----------- -----------
TOTAL $11,910,000 $40,631,332
A copy of the schedules filed together with the Chapter 11 petition
is available for free at:
http://bankrupt.com/misc/kyeb15-51187_SAL.pdf
About Financial Holdings
Financial Holdings, Inc., is a bank holding company, organized
under the laws of the Commonwealth of Kentucky, that owns 100% of
the common stock of two subsidiaries: (i) American Founders Bank,
Inc. and (ii) American Founders Statutory Trust I. The Bank, in
turn, owns 100% of the voting common stock of American Founders
Loan Corporation.
Financial Holdings sought Chapter 11 protection (Bankr. E.D. Ky.
Case No. 15-51187) on June 16, 2015, in Lexington, Kentucky. The
Bank, Statutory Trust, and AFLC, are not debtors in the Chapter 11
case.
The Debtor disclosed total assets of $11.9 million and total
liabilities of $40.6 million.
The case is assigned to Judge Gregory R. Schaaf.
The Debtor tapped Stoll Keenon Ogden, PLLC, as counsel, and Austin
Associates, LLC, as financial advisors.
FINANCIAL HOLDINGS: Has $70,000 of Financing From Buyer
-------------------------------------------------------
Financial Holdings, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of Kentucky an expedited motion for entry of
interim and final orders authorizing it to obtain postpetition
financing of up to WPB-AFB, LLC from the stalking horse bidder for
the 100% ownership interest in the Debtor's banking subsidiary,
American Founders Bank.
Without the DIP Facility, the Debtor will be unable to pay counsel
as approved by orders of the Court, pay quarterly U.S. Trustee
fees, or provide for other expenses attendant to the bankruptcy
process generally and chapter 11 proceedings specifically.
The Debtor cannot borrow funds from other sources due to its
financial condition, especially since it has had no income in
recent years.
As of June 4, 2015, the Debtor had outstanding secured indebtedness
of at least $14,352,488 under a promissory note (the "Senior
Note"), which is secured by FHI's 100% ownership interest in the
Bank. The Senior Note is held by WPB-AFB, through an assignment
from U.S. Bank.
The Debtor requests expedited relief because it currently has
insufficient means to fund the bankruptcy case, and without the
financing, the value and benefit of the Bank, the Debtor's only
meaningful asset, is in danger of being lost.
The salient terms of the proposed DIP financing are:
* Total Dollar Amount of Funds Requested: Up to $70,000.
* Interest Rate: Currently 3.25%.
* Maturity events: The Debtor will not be required to repay any
amounts borrowed under the DIP Facility until, among other events,
the Debtor consummates a sale of all or substantially all of its
assets pursuant to section 363 of the Bankruptcy Code or a plan of
reorganization.
* Collateral Securing DIP Facility: A second-position, perfected
security interest in 100% of the Bank stock, on which Lender has a
first-position perfected security interest.
* Superpriority Administrative Claim: Lender will have an allowed
unsecured superpriority administrative expense claim pursuant to
Section 364(c) of the Bankruptcy Code for the DIP Loan and any
deposits forfeited by alternative bidders as part of the
contemplated sale of the collateral pursuant to section 363 of the
Bankruptcy Code.
* Chapter 5 Actions: Lender will have no lien on any claim or
cause of action arising under chapter 5 of the Bankruptcy Code.
About Financial Holdings
Financial Holdings, Inc., is a bank holding company, organized
under the laws of the Commonwealth of Kentucky, that owns 100% of
the common stock of two subsidiaries: (i) American Founders Bank,
Inc. and (ii) American Founders Statutory Trust I. The Bank, in
turn, owns 100% of the voting common stock of American Founders
Loan Corporation.
Financial Holdings sought Chapter 11 protection (Bankr. E.D. Ky.
Case No. 15-51187) on June 16, 2015, in Lexington, Kentucky. The
Bank, Statutory Trust, and AFLC, are not debtors in the Chapter 11
case.
The Debtor disclosed total assets of $11.9 million and total
liabilities of $40.6 million.
The case is assigned to Judge Gregory R. Schaaf.
The Debtor tapped Stoll Keenon Ogden, PLLC, as counsel, and Austin
Associates, LLC, as financial advisors.
FISHER ISLAND: Involuntaries Dismissed After Settlement Reached
---------------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida entered an order dismissing the
involuntary cases of Fisher Island Investments, Inc., pursuant to a
settlement among the petitioning creditors, the alleged debtors and
parties-in-interest.
The creditors who signed the involuntary petitions --
Solby+Westbrae Partners, 19 SHC, Corp., Ajna Brands, Inc., 601/1700
NBC, LLC, Axafina, Inc., and Oxana Adler, LLM -- stated that
subject to the Court's approval, they have entered into an
agreement with Areal Plus Group, the Alleged Debtors, and The
Abramson Law Group, PLLC, that will resolve the merits of the
motion to dismiss and the involuntary chapter 11 cases, related
adversary proceedings, and contested matters.
The parties stipulated to dismissal, with prejudice, of all of the
following pending bankruptcy cases, including the unadjudicated
appeals, pending adversary proceedings, and pending contested
matters therein, except the removed adversary proceeding (Fisher
Island Investments, Inc. v. Andrew Baker, et al., Case No.
11-bk-01886-AJC (Bankr. S.D. Fla.)), which will be remanded to the
State Court, including the following:
a. Case No. 11-bk-17047-AJC (Bankr. S.D. Fla.);
b. Case No. 11-bk-17051-AJC (Bankr. S.D. Fla.);
c. Case No. 11-bk-17061-AJC (Bankr. S.D. Fla.);
d. Case No. 11-bk-31773-AJC (Bankr. S.D. Fla.); and
e. Case No. 13-cv-20137-KMW (S.D. Fla.)
With respect to Case No. 11-bk-31773-AJC (Bankr. S.D. Fla.) (the
Chapter 7 case), the sanctions issues resulting from the Court's
order granting sanctions against Emanuel Zeltser, dated March 13,
2015, will be specifically preserved subsequent to dismissal of the
Chapter 7 case.
A separate order of dismissal with prejudice will be entered in
each of the Adversary Cases, except Fisher Island Investments, LLC
v. Andrew Baker, et al.
About Fisher Island Investments
Solby+Westbrae Partners; 19 SHC Corp.; Ajna Brands Inc.; 601/1700
NBC LLC; Axafina Inc.; and Oxana Adler, LLM, filed an involuntary
Chapter 11 petition against Miami Beach, Florida-based Fisher
Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-17047) on
March 17, 2011.
On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061). Judge A. Jay Cristol
presides over the case. The case was previously assigned to Judge
Laurel M. Isicoff.
Petitioning creditors are represented by Craig A. Pugatch, Esq.,
and George L. Zinkler, Esq., at Rice Pugatch Robinson & Schiller,
P.A., 101 NE 3 Ave. Suite 1800, Fort Lauderdale FL 33301.
John F. O'Sullivan, Esq., at Hogan Lovells US LLP, Patricia A.
Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.,, and Terrance A. Dee, Esq., at DiBello, Lopez &
Castillo, P.A., represent Alleged Debtor Fisher Island
Investments, Inc., as counsel.
FRAC SPECIALISTS: Taps SSG and Chiron as Investment Bankers
-----------------------------------------------------------
Frac Specialists, LLC, et al., ask the U.S. Bankruptcy Court for
the Northern District of Texas for permission to employ SSG
Advisors, LLC, and Chiron Financial Group, Inc., as investment
bankers.
No hearing will be held on the application unless a written
response is filed with the Clerk of the U.S. Bankruptcy Court
before the close of business on July 6, 2015.
The Advisors will, among other things:
-- prepare an information memorandum describing the Debtors,
their historical performance and prospect, including existing
contracts, marketing and sales, labor force, management and
financial projections;
-- assist the debtors in compiling a data room of any necessary
and appropriate document related to the financing; and
-- assist the Debtors in developing a list of suitable potential
lenders and investors who will be contacted on a discreet and
confidential basis after approval by the Debtors.
The Advisors did not receive any payments or retainers from the
Debtors prior to the Petition Date.
The engagement agreement provides that the Advisors will receive:
(i) Initial Fee. An initial fee of $20,000 upon execution of the
engagement agreement.
(ii) Monthly Fees. Monthly fees payable as: (i) $20,000 payable
on June 25; and (ii) $10,000 per month thereafter payable on the
25th of each month beginning July 25.
(iii) Financing Fee. Upon closing of a financing transaction to
any party, a fee equal to 2 percent of any senior debt raised from
any financing source, plus 3 percent of any Tranche B, traditional
subordinated debt or equity.
(iv) Restructuring Fee. Upon the closing of a restructuring
transaction, a fee payable in cash and as a condition of closing of
a restructuring equal to $325,000.
(v) Expenses. Reimbursement of all reasonable out-of-pocket
expenses.
To the best of the Debtor's knowledge, the Advisors each is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Frac Specialists
Frac Specialists, LLC, Cement Specialists, LLC, and Acid
Specialists, LLC, are oilfield service providers serving the
exploration and production industry within the Permian Basin.
Noble Natural Resources, LLC, Javier Urias and Alex Hinojos
collectively own 100% of the membership interests in the
Companies.
The Companies sought Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Lead Case No. 15-41974), on May 17, 2015. Larry P. Noble
signed the petitions as manager.
On May 27, 2015, the Court directed the joint administration of the
cases. The Debtors estimated assets and debts of $50 million to
$100 million.
Judge Michael Lynn presides over the cases. The Debtors tapped
Lynda L. Lankford, Esq., and Jeff P. Prostok,Esq., at Forshey &
Prostok, LLP, as their counsel.
The U.S. Trustee appointed five creditors to serve on an
official committee of unsecured creditors.
FRAC SPECIALISTS: Wants to Hire Montgomery Coscia as Accountants
----------------------------------------------------------------
Frac Specialists, LLC, et al., ask the U.S. Bankruptcy Court for
the Northern District of Texas for permission to employ Montgomery
Coscia Greilich LP as accountants.
According to the Debtors, the Court will not hold a hearing on the
matter is no objections are filed against the motion by July 9,
2015.
MCG has provided both tax and audit accounting services to the
Debtors prior to the commencement of the cases and is familiar with
the Debtors' business affairs.
MCG will, among other things:
1. prepare, amend or file federal and state tax returns and
claims of refund;
2. perform audit services as needed or advisable during the
bankruptcy cases; and
3. provide general accounting services.
The hourly rates of MCG personnel are:
Partner $200 - $300
Manager $170 - $200
Senior $140 - $170
Staff $100 - $140
As of the Petition Date, MCG was owed $18,548 for accounting
services provided to the Debtors prepetition.
To the best of the Debtors' knowledge, MCG is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Frac Specialists
Frac Specialists, LLC, Cement Specialists, LLC, and Acid
Specialists, LLC, are oilfield service providers serving the
exploration and production industry within the Permian Basin.
Noble Natural Resources, LLC, Javier Urias and Alex Hinojos
collectively own 100% of the membership interests in the
Companies.
The Companies sought Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Lead Case No. 15-41974), on May 17, 2015. Larry P. Noble
signed the petitions as manager.
On May 27, 2015, the Court directed the joint administration of the
cases. The Debtors estimated assets and debts of $50 million to
$100 million.
Judge Michael Lynn presides over the cases. The Debtors tapped
Lynda L. Lankford, Esq., and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, as their counsel.
The U.S. Trustee appointed five creditors to serve on an
official committee of unsecured creditors.
FREDERICK'S OF HOLLYWOOD: Creditors' Panel Taps BDO as Advisors
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Frederick's of
Hollywood, Inc. and its debtor-affiliates seeks authorization from
the U.S. Bankruptcy Court for the District of Delaware to retain
BDO Consulting, a Division of BDO USA, LLP as financial advisors to
the Committee, nunc pro tunc to April 30, 2015.
The services that BDO will perform for the Committee include,
without limitation, the following:
(a) analyzing the financial operations of the Debtors pre and
postpetition, as necessary;
(b) analyzing the financial ramifications of any proposed
transactions for which the Debtors seek Bankruptcy Court
approval including, but not limited to, postpetition
financing, any sales of all or a portion of the
Debtors' assets, and the retention of management and/or
Employee incentive and severance plans;
(c) conducting any requested financial analyses including
verifying the material assets and liabilities of the
Debtors, as necessary, and their values;
(d) assisting the Committee in its review of monthly statements
of operations submitted by the Debtors;
(e) performing claims analyses for the Committee;
(f) assisting the Committee in its evaluation of cash flow
and/or other projections prepared by the Debtors;
(g) analyzing cash disbursements on an ongoing basis for the
period subsequent to the commencement of these cases;
(h) performing forensic investigating services, as requested by
the Committee and counsel, regarding prepetition activities
of the Debtors in order to identify potential causes of
action, including investigating intercompany transfers,
improvements in position, and fraudulent transfers;
(i) analyzing any transactions with insiders, related and/or
affiliated companies;
(j) analyzing any transactions with the Debtors' financing
institutions;
(k) attending meetings of creditors and conference calls with
representatives of the creditor groups and their counsel;
(l) preparing certain valuation analyses of the Debtors'
businesses and assets using various professionally accepted
methodologies;
(m) preparing, as may be necessary, alternative business
projections relating to the valuation of the Debtors'
business enterprise;
(n) monitoring the Debtors' sales process and their investment
banker, assisting the Committee in evaluating sales
proposals and alternatives and attending any auctions of
the Debtors' assets;
(o) evaluating financing proposals and alternatives proposed by
the Debtors for debtor-in-possession financing, exit
financing and capital raising supporting any plan of
reorganization;
(p) assisting the Committee in its review of the financial
aspects of any plan of reorganization or liquidation
submitted by the Debtors and performing any related
analyses, specifically including liquidation analyses and
feasibility analyses and evaluating best exit strategy;
(q) assisting counsel in preparing for any depositions and
testimony, as well as preparing for and providing expert
testimony at depositions and court hearings, as requested;
(r) assisting counsel in evaluating any tax issues that may
arise if necessary; and
(s) performing other necessary services as the Committee or the
Committee's counsel may request from time to time with
respect to the financial, business and economic issues that
may arise.
BDO will be paid at these hourly rates:
Partners and Managing Directors $475-$795
Directors and Senior Managers $375-$550
Managers and Vice Presidents $325-$460
Analysts $200-$350
Staff $150-$225
At the Committee's request, BDO has agreed to the following
discounts from its standard hourly billing rates: partners (20%),
managing directors (15%), and all other professionals (10%).
BDO will also be reimbursed for reasonable out-of-pocket expenses
incurred.
David E. Berliner, partner of BDO Consulting, a Division of BDO
USA, LLP, 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.
BDO can be reached at:
David E. Berliner
BDO CONSULTING
100 Park Ave
New York, NY 10017-5516
Tel: (212) 885-8347
Fax: (212) 515-2599
E-mail: dberliner@bdo.com
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.
FREDERICK'S OF HOLLYWOOD: Panel Hires Bayard as Co-counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Frederick's of
Hollywood, Inc. and its debtor-affiliates seeks authorization from
the U.S. Bankruptcy Court for the District of Delaware to retain
Bayard, P.A. as co-counsel to the Committee, nunc pro tunc to April
28, 2015.
The Committee requires Bayard to:
(a) in conjunction with Cooley, providing legal advice where
necessary with respect to the Committee's powers and duties
and strategic advice on how to accomplish the Committee's
goals, bearing in mind that the Court relies on Delaware
counsel such as Bayard to be involved in all aspects of the
bankruptcy proceedings;
(b) draft, review and comment on drafts of documents to ensure
compliance with local rules, practices, and procedures;
(c) assist and advise the Committee in its consultation with
the Debtors and the U.S. Trustee relative to the
administration of these cases;
(d) draft, file, and service of documents as requested by
Cooley and the Committee;
(e) assist the Committee and Cooley, as necessary, in the
investigation of the acts, conduct, assets, liabilities and
financial condition of the Debtors, the operation of the
Debtors' businesses, and any other matter relevant to these
cases or to the formulation of a plan or plans of
reorganization;
(f) prepare certificates of no objection, certifications of
counsel, and notices of the various pleadings to be filed
by the Committee in these cases, including the various
retention and fee applications;
(g) compile and coordinate delivery to the Court and the U.S.
Trustee information required by the Bankruptcy Code,
Bankruptcy Rules, Local Rules, and any applicable U.S.
Trustee guidelines and/or requests;
(h) appear in Court and at any meetings of creditors on behalf
of the Committee in its capacity as Delaware counsel with
Cooley;
(i) monitor the case docket and coordinating with Cooley and
BDO on matters impacting the Committee;
(j) participate in calls with the Committee;
(k) print documents and pleadings for hearings, prepare binders
of documents and pleadings for hearings and/or meetings
conducted by the Committee or U.S. Trustee;
(l) prepare, update and distribute critical dates memoranda and
working group lists;
(m) handle inquiries and calls from creditors and counsel to
interested parties regarding pending matters and the
general status of these cases and coordinating with Cooley
on any necessary responses; and
(n) provide additional administrative support to Cooley. BDO,
and the Committee, as requested.
Bayard will be paid at these hourly rates:
Justin R. Alberto $405
Larry Morton, paralegal $265.50
Directors $500-$950
Associates $350-$450
Paraprofessionals $240-$295
Bayard has advised the Committee that all Bayard professionals
shall invoice at a 10% discount from their standard hourly rates.
Bayard will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Justin R. Alberto, associate of Bayard, 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.
Bayard can be reached at:
Justin R. Alberto, Esq.
BAYARD, P.A.
222 Delaware Avenue, Suite 900
Wilmington, DE 19801
Tel: (302) 655-5000
Fax: (302) 658-6395
E-mail: jalberto@bayardlaw.com
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.
FREDERICK'S OF HOLLYWOOD: Panel Taps Cooley LLP as Lead Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Frederick's of
Hollywood, Inc. and its debtor-affiliates seeks authorization from
the U.S. Bankruptcy Court for the District of Delaware to retain
Cooley LLP as lead counsel to the Committee, nunc pro tunc to April
28, 2015.
The Committee requires Cooley LLP to:
(a) attend the meetings of the Committee;
(b) review financial and operational information furnished by
the Debtors to the Committee;
(c) analyze and negotiate the budget and the terms of the
debtor-in possession financing;
(d) assist in the efforts to sell assets of the Debtors in a
manner that maximizes value for creditors;
(e) review and investigate the liens of purported secured
parties;
(f) review and investigate prepetition transactions in which
the Debtors and/or their insiders were involved;
(g) analyze and negotiate any proposed Chapter 11 plan;
(h) confer with the Debtors' management, counsel and financial
advisors;
(i) confer with the principals, counsel, and advisors of the
Debtors' lenders and equity holders;
(j) review the Debtors' schedules, statements of financial
affairs and business plan;
(k) advise the Committee as to the ramifications regarding all
of the Debtors' activities and motions before this Court;
(l) file appropriate pleadings on behalf of the Committee;
(m) review and analyze the Debtors' investment banker's work
product and report to the Committee;
(n) provide the Committee with legal advice in relation to the
chapter 11 case;
(o) prepare various applications and memoranda of law submitted
to the Court for consideration; and
(p) perform such other legal services for the Committee as may
be necessary or proper in this proceeding.
Cooley LLP will be paid at these hourly rates:
Lawrence C. Gottlieb, Partner $844
Cathy Hershcopf, Partner $760
Jeffrey L. Cohen, Partner $628
Seth Van Aalten, Associate $604
Robert B. Winning, Associate $524
Jeremy Rothstein, Associate $376
Rebecca Goldstein, Paralegal $300
Mollie Canby, Paralegal $210
Cooley LLP will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Cathy Hershcopf, partner of Cooley LLP, 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.
Cooley LLP can be reached at:
Cathy Hershcopf, Esq.
COOLEY LLP
1114 Avenue of the Americas
New York, NY 10036
Tel: (212) 479-6000
Fax: (212) 479-6275
E-mail: chershcopf@cooley.com
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.
GALWAY GROUP: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: The Galway Group, Inc.
P.O. Box 3622
Annapolis, MD 21403-0622
Case No.: 15-18707
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: June 19, 2015
Court: United States Bankruptcy Court
District of Maryland (Greenbelt)
Judge: Hon. Wendelin I. Lipp
Debtor's Counsel: Daniel M. Press, Esq.
CHUNG & PRESS, P .C.
6718 Whittier Ave., Ste. 200
McLean, VA 22101
Tel: (703) 734-3800
Fax: (703) 734-0590
Email: dpress@chung-press.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by William P. Coyne, president.
The Debtor listed Brandon Scivolette as its largest unsecured
creditor holding a claim of $4,350.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/mdb15-18707.pdf
GENCO SHIPPING: Court Expunges Fisher-Park Claims
-------------------------------------------------
Bankruptcy Judge Sean H. Lane granted the debtors' objection to
claim numbers 69 and 70 in the case captioned In re: GENCO SHIPPING
& TRADING LIMITED, et al., Chapter 11, Reorganized Debtors, CASE
NO. 14-11108 (SHL) (Bankr. S.D.N.Y.).
Fisher-Park Lane Owner LLC filed Claim Number 70 seeking an
unspecified amount of damages from rejection of the master lease
that it previously entered with its tenant, debtor Genco Shipping &
Trading Limited ("Genco"). On the other hand, subtenant Fisher
Brothers Management Co. LLC filed Claim Number 69 seeking an amount
representing the increased rent that it was obligated to pay given
Genco's termination of the master lease and sublease.
The debtors objected, arguing that the two claims should be
expunged because neither the landlord nor the subtenant is entitled
under relevant agreements to any additional compensation from
Genco.
In granting the debtors' objection to the claims, Judge Lane found
that there are provisions in the agreements that compel the
conclusion that Genco is not obligated to pay any amounts sought in
the two claims. First, Section 2 of the Subordination,
Nondisturbance and Attornment Agreement ("SNDA") that Genco entered
into with the Owner and Fisher Management makes clear that, where
the master lease is terminated, but the subtenant Fischer
Management stays in the premises, the subtenant must pay the full
amount of the rent. Second, Section 5.1 of the sublease explicitly
absolves Genco of any liability under the sublease in the event
that the master lease ends early.
A copy of the May 21, 2015 memorandum opinion is available at
http://is.gd/115Lotfrom Leagle.com.
KRAMER LEVIN NAFTALIS & FRANKEL LLP, By: Adam C. Rogoff, Esq. --
arogoff@kramerlevin.com -- Natan Hamerman, Esq. --
nhamerman@kramerlevin.com -- Anupama Yerramalli, Esq. --
ayerramalli@kramerlevin.com -- New York, NY, Counsel for the
Reorganized Debtors.
PAUL HASTINGS LLP, Harvey A. Strickon, Esq. --
harveystrickon@paulhastings.com -- New York, NY, Counsel for Fisher
Brothers Management Co. LLC and Fisher-Park Lane Owner LLC.
About Genco Shipping & Trading
New York-based Genco Shipping & Trading Limited (NYSE: GNK)
transports iron ore, coal, grain, steel products and other drybulk
cargoes along worldwide shipping routes. Excluding Baltic Trading
Limited's fleet, Genco Shipping owns a fleet of 53 drybulk
vessels, consisting of nine Capesize, eight Panamax, 17 Supramax,
six Handymax and 13 Handysize vessels, with an aggregate carrying
capacity of approximately 3,810,000 dwt. In addition, Genco
Shipping's subsidiary Baltic Trading Limited currently owns a
fleet of 13 drybulk vessels, consisting of four Capesize, four
Supramax, and five Handysize vessels.
Genco Shipping & Trading sought bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a
prepackaged financial restructuring that is expected to reduce the
Company's total debt by $1.2 billion and enhance its financial
flexibility. The company's subsidiaries other than Baltic Trading
Limited (and related entities) also sought bankruptcy protection.
Genco, owned and controlled by Peter Georgiopoulos, disclosed
assets of $2.448 billion and debt of $1.475 billion as of Feb. 28,
2014.
Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer
Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy
counsel. Blackstone Advisory Partners, L.P., is the financial
advisor. GCG Inc. is the claims and notice agent.
Wilmington Trust, N.A., in its capacity as successor
administrative and collateral agent under a 2007 credit agreement,
is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at
Milbank Tweed Hadley & McCloy LLP.
Credit Agricole Corporate & Investment Bank, as agent and security
trustee under an August 2010 Loan Agreement; Deutsche Bank
Luxembourg S.A., as agent, and Deutsche Bank AG Fillale
Deutschlandgeschaft, as security agent and bookrunner under the
August 2010 Loan Agreement, are represented by Alan Kornberg,
Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP. Paul Weiss also represents
the Pre-Petition $100 Million and $253 Million Credit Facilities.
The Bank of New York Mellon, the indenture trustee for Genco's
5.00% Convertible Senior Notes due Aug. 15, 2014, and the
informal group of 5.00% Convertible Senior Notes due August 15,
2014, are represented by Michael Stamer, Esq., and Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP. Akin Gump
also represents the Informal Convertible Noteholder Group.
Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta,
Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP.
Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc
Consortium of Equity Holders.
Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq.,
Washington, DC, represents Deutsche Bank as Pre-Petition Lender,
and Credit Agricole, Corporate Investment Bank, as Post-Petition
Bankruptcy Lender.
Dechert LLP's Allan S. Brilliant, Esq., represents the Entities
Managed by Aurelius Capital Management, LP.
The U.S. Trustee has appointed an Official Committee of Equity
Security Holders. The Equity Committee members are Aurelius
Capital Partners, LP; Mohawk Capital LLC; and OZ Domestic
Partners, LP. It is represented by Steven M. Bierman, Esq.,
Benjamin R. Nagin, Esq., Michael G. Burke, Esq., James F. Conlan,
Esq., and Larry J. Nyhan, Esq., at Sidley Austin LLP.
Genco had filed a motion to disband the Equity Committee,
complaining that it is unnecessary and wasteful of the estates'
resources.
On July 2, 2014, the Company emerged from Chapter 11 of the
Bankruptcy Code pursuant to the terms of a reorganization plan
that
was approved by the bankruptcy court and declared effective as of
July 9, 2014.
GLOBAL COMPUTER: Taps Crowley Hoge to Handle Complaint Against SEF
------------------------------------------------------------------
Global Computer Enterprises, Inc., asks the U.S. Bankruptcy Court
for the Eastern District of Virginia for permission to employ
Crowley, Hoge & Fein, P.C. as special counsel, nunc pro tunc to May
22, 2015.
According to the Debtor, on May 7, 2015, it filed a complaint
against Steese, Evans and Frankel P.C. seeking to disallow its
claim and for a money judgment based upon overpayments made by the
Debtor to SEF.
The firm will, among other things, investigate and if warranted,
pursue additional claims, including legal malpractice claims,
against SEF. CHF will also be lead counsel on issues already
raised in the complain relating to SEF's excessive billing.
The hourly rates of the firm's personnel are:
Christopher G. Hoge, partner $400
Katherine Weidman, partner $275
Elena Iuga, associate $250
Paralegals and Law Clerks $100
To the best of the Debtor's knowledge, the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Global Computer
Global Computer Enterprises, Inc., dba GCE, is a cloud-based
"software as a service" provider, commonly referred to as a
"SAAS," offering financial management solutions primarily to
executive departments of the federal government and independent
federal government agencies. GCE sought protection under Chapter
11 of the Bankruptcy Code (Case No. 14-13290, Bankr. E.D. Va.) on
Sept. 4, 2014. The case is assigned to Judge Robert G. Mayer.
The Debtor's counsel is David I. Swan, Esq., at McGuirewoods LLP,
in McLean, Virginia. The Debtor's financial advisor is Weinsweig
Advisors. The petition was signed by Mike Freeman, interim chief
operating officer.
Judge Mayer designated Mike Freeman to perform duties imposed upon
GCE by the Bankruptcy Code.
The U.S. Trustee for Region 4 appointed three creditors of Global
Computer Enterprises, Inc. to serve on the official committee of
unsecured creditors. The Committee tapped Armstrong Teasdale LLP,
as its counsel and Leach Travell Britt PC as its local bankruptcy
counsel.
The Debtor and the Official Committee of Unsecured Creditors had
withdrawn their competing liquidating plans that they have
submitted in the Chapter 11 case. The parties explained that after
the filing of the plans, the Court entered an order authorizing
payments to creditors. In this relation, payment
of the allowed claims were authorized, and procedures were in place
for all remaining/disputed claims.
GT ADVANCED: Fee Examiner Taps Ciardi as Bankruptcy Counsel
-----------------------------------------------------------
Joseph J. McMahon, Jr., the independent fee examiner appointed in
the Chapter 11 cases of GT Advanced Technologies Inc., et al., asks
the U.S. Bankruptcy Court for the District of New Hampshire for
permission to employ Ciardi Ciardi & Astin as his bankruptcy
counsel, nunc pro tunc to May 5, 2015.
Ciardi will, among other things:
1. represent the fee examiner in connection with (i)
meeting/teleconferences with retained professionals; and (ii)
proceedings before the Court relating to his duties, including
written and oral advocacy in support of positions taken by the fee
examiner;
2. assist the fee examiner with the preparation of preliminary
and final reports regarding professional fees and expenses; and
3. assist the fee examiner in developing protocols and making
reports and recommendations.
The hourly rates of Ciardi's personnel range from $250 to $585 for
attorneys; and $95 to $205 for paraprofessionals.
To the best of the fee examiner's knowledge, Ciardi is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About GT Advanced
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
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; Eisner Amper
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.
GT ADVANCED: Proposes to Sell GT SST Assets for $1.85-Mil.
----------------------------------------------------------
GT Advanced Technologies, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of New Hampshire to sell
certain assets of Debtor GT Sapphire Systems Group LLC to Thermal
Technology, LLC, for a cash purchase price of $1,850,000.
The Purchased Assets include, but are not limited to, (a)
machinery, equipment, and tooling located at GT SSG's facility in
Santa Rosa, California, (b) inventory of finished product and work
in progress, and (c) accounts receivable. The Purchased Assets do
not include, among other things, GT SSG's cash and cash
equivalents, or certain intellectual property.
The Debtors explained that they have sound business justifications
for selling the Purchased Assets. Since GTAT has ceased its
sapphire production business, the Purchased Assets are no longer
essential to GTAT's successful reorganization, Luc A. Despins,
Esq., at Paul Hastings LLP, in New York, tells the Court. The
Purchased Assets no longer fit into GTAT's business plan going
forward and GTAT has determined that the best way to maximize the
value of the Purchased Assets is to complete the sale of those
assets on the terms set forth in the Asset Purchase Agreement, Mr.
Despins further tells the Court.
In connection with its acquisition of the Purchased Assets, the
Buyer will also make offers of employment and assume all
liabilities to Transferred Employees, thus preserving jobs and
minimizing potential employee claims that could otherwise result
from the sale, Mr. Despins says. The Buyer has also agreed to
assume certain other liabilities of GT SSG, including liabilities
for outstanding postpetition accounts payable, accrued postpetition
expenses, product warranty obligations to customers, and accrued
state sales tax, Mr. Despins adds.
To the extent that another bidder wishes to make a higher or
otherwise better offer for the Purchased Assets, GTAT will consider
it, provided that the offer (1) is submitted at least two days
before the hearing on the Motion, and (2) is a binding offer that
is not subject to any conditions, including conditions related to
financing or further due diligence.
The Court will convene a hearing on June 24, 2015 at 2:00 p.m.
The Debtors are represented by:
Luc A. Despins, Esq.
Andrew V. Tenzer, Esq.
James T. Grogan, Esq.
PAUL HASTINGS LLP
Park Avenue Tower
75 East 55th Street, First Floor
New York, NY 10022
Tel: (212) 318-6000
Fax: (212) 319-4090
Email: lucdespins@paulhastings.com
andrewtenzer@paulhastings.com
jamesgrogan@paulhastings.com
-- and --
Daniel W. Sklar, Esq.
Holly J. Barcroft, Esq.
NIXON PEABODY LLP
900 Elm Street
Manchester, NH
Tel: (603) 628-4000
Fax: (603) 628-4040
Email: dsklar@nixonpeabody.com
hbarcroft@nixonpeabody.com
About GT Advanced
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.
The bankruptcy case is assigned to Judge Henry J. Boroff.
GULF PACKAGING: Can Hire Gray Reed as Bankruptcy Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Gulf Packaging, Inc., to employ Gray, Reed & McGraw,
P.C., as its counsel nunc pro tunc to the Petition Date.
The Debtor related that in advance of filing, it paid Gray Reed an
aggregate of approximately $160,000 in connection with prepetition
services rendered to, and expenses incurred on behalf of, the
Debtor in connection with bankruptcy advice, counseling and
preparation. As of the Petition Date, Gray Reed holds
approximately $8,500 as retainer for postpetition services.
To the best of the Debtor's knowledge, Gray Reed is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
Jason S. Brookner, Esq.
Michael W. Bishop, Esq.
GRAY REED CGRAW, P.C.
1601 Elm Street, Suite 4600
Dallas, TX 75201
Tel: (214) 954-4135
Fax: (214) 953-1332
E-mails: jbrookner@grayreed.com
mbishop@grayreed.com
About Gulf Packaging
Formed as a Texas corporation in February 2012, Gulf Packaging Inc.
distributes packaging equipment and supplies, which sells its
product by and through several independent entities.
Gulf Packaging sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 15-15249) on April 29, 2015. The Debtor disclosed $16,392,403
in assets and $29,764,425 in liabilities as of the Chapter 11
filing.
Bankruptcy Judge Pamela S. Hollis presides over the case. The
Debtor tapped FrankGecker LLP as counsel; BMC Group Inc. as claims
and noticing agent; and the firm of Gavin/Solmonese to provide
Edward T. Gavin as Chief Restructuring Officer.
The U.S. Trustee appointed nine creditors to serve on an official
committee of unsecured creditors.
GULF PACKAGING: Court Approves FrankGecker LLP as Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
according to Gulf Packaging, Inc.'s case docket, authorized the
employment of FrankGecker, LLP as counsel for the Debtor nunc pro
tunc to April 29, 2015.
The Debtor also has engaged Gray Red & McGraw, P.C. as counsel.
The debtor, Gray Reed and FG contemplate that FG will serve
primarily as local counsel. The firms will coordinate efforts to
avoid any unnecessary duplication of professional services to the
Debtor.
The hourly rates of FG's personnel are:
Frances Gecker, partner $695
Jospeh D. Frank, partner $695
Jeremy C. Kleinman, associate $410
Michael H. Matlock, paralegal $200
In early April 2015, FG received a $20,000 retainer. FG continues
to hold the retainer after application of payment for services.
The remaining balance of the retainer is $11,306.
About Gulf Packaging
Formed as a Texas corporation in February 2012, Gulf Packaging Inc.
distributes packaging equipment and supplies, which sells its
product by and through several independent entities.
Gulf Packaging sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 15-15249) on April 29, 2015. The Debtor disclosed $16,392,403
in assets and $29,764,425 in liabilities as of the Chapter 11
filing.
Bankruptcy Judge Pamela S. Hollis presides over the case. The
Debtor tapped FrankGecker LLP as counsel; BMC Group Inc. as claims
and noticing agent; and the firm of Gavin/Solmonese to provide
Edward T. Gavin as Chief Restructuring Officer.
The U.S. Trustee appointed nine creditors to serve on an official
committee of unsecured creditors.
GULF PACKAGING: Equity Partners Approved as Investment Banker
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Gulf Packaging, Inc., to employ Equity Partners HG, LLC
doing business as Heritage Equity Partners as investment banker
nunc pro tunc to May 18, 2015.
Equity Partners is expected to, among other things:
-- inspect the Debtor's assets to determine their physical
condition;
-- endeavor to locate parties who may have an interest in
becoming a joint venture partner, investing in, acquiring, or
refinancing the Debtor' business or the assets; and
-- recommend to the Debtor proper method of handling any
specific problems encountered with respect to the marketing or
disposition of the assets.
Kenneth W. Mann, a senior managing director, in the Equity
Partners, tells the Court that the Debtor will (a) advance $20,000
to Equity Partners for marketing expenses to be incurred; and (b)
Equity Partners will be entitled to a fee only if Equity Partners
is successful in its efforts.
Other than a $20,000 expense advance, payable upon entry of an
order granting the application and to be used by Equity Partners
for marketing costs, Equity Partners will not be paid any fees
unless and until a transaction closes. Equity Partners' fee for
the matter will paid in cash at closing, as:
a. in the case of an equity investment or sale, paid in cash at
settlement of any investment and sale of assets closed and funded,
or upon confirmation of a reorganization plan, for any offers
received under the terms of the Engagement Agreement and the fee
for its services will be the greater of $150,000 or an amount
calculated as:
1. 6% of the first $4,000,000 of gross value, and
2. 5% of gross value between $4,000,001 and $7,000,000, and
3. 3% of gross value between $7,000,001 and $10,000,000, and
4. 2% of any gross value in excess of $10,000,000, or
b. in the case of a joint venture or merger, upon consummation,
and will be the greater of $200,000 or an amount calculated under
the engagement agreement; and
c. Equity Partners will be entitled to receive its fee from any
purchase, refinance, equity investment, joint venture or
restructuring completed within 12 months by/with a prospect
identified during the term of the engagement agreement.
To the best of the Debtor's knowledge, the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Gulf Packaging
Formed as a Texas corporation in February 2012, Gulf Packaging Inc.
distributes packaging equipment and supplies, which sells its
product by and through several independent entities.
Gulf Packaging sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 15-15249) on April 29, 2015. The Debtor disclosed $16,392,403
in assets and $29,764,425 in liabilities as of the Chapter 11
filing.
Bankruptcy Judge Pamela S. Hollis presides over the case. The
Debtor tapped FrankGecker LLP as counsel; BMC Group Inc. as claims
and noticing agent; and the firm of Gavin/Solmonese to provide
Edward T. Gavin as Chief Restructuring Officer.
The U.S. Trustee appointed nine creditors to serve on an official
committee of unsecured creditors.
GULF PACKAGING: Freeborn & Peters Approved as Committee Counsel
---------------------------------------------------------------
The Bankruptcy Court for the Northern District of Illinois,
according to Gulf Packaging, Inc.'s case docket, authorized the
Official Committee of Unsecured Creditors to retain the law firm of
Freeborn & Peters LLP as its counsel effective as of May 11, 2015.
Freeborn will charge for its legal services on these hourly rates:
New Associates $305
Senior Partners $845
Paraprofessional $225 - $280
The hourly rates of professionals expected to have primary
responsibility for the case are:
Richard S. Lauter, partner $655
Shelly A. DeRousse, partner $480
Devon J. Eggert, partner $410
Elizabeth L. Janczak, associate $325
In all appropriate circumstances, Freeborn will employ the services
of junior professionals in order to minimize administrative
expenses to the estate.
To the best of the Committee's knowledge, Freeborn does not hold or
represent any interest adverse to the Committee.
The firm can be reached at:
Richard S. Lauter, Esq.
Shelly A. DeRousse, Esq.
Devon J. Eggert, Esq.
Elizabeth L. Janczak, Esq.
FREEBORN & PETERS LLP
311 South Wacker Drive, Suite 3000
Chicago, IL 60606-6677
Tel: (312) 360-6000
Fax: (312) 360-6520
About Gulf Packaging
Formed as a Texas corporation in February 2012, Gulf Packaging Inc.
distributes packaging equipment and supplies, which sells its
product by and through several independent entities.
Gulf Packaging sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 15-15249) on April 29, 2015. The Debtor disclosed $16,392,403
in assets and $29,764,425 in liabilities as of the Chapter 11
filing.
Bankruptcy Judge Pamela S. Hollis presides over the case. The
Debtor tapped FrankGecker LLP as counsel; BMC Group Inc. as claims
and noticing agent; and the firm of Gavin/Solmonese to provide
Edward T. Gavin as Chief Restructuring Officer.
The U.S. Trustee appointed nine creditors to serve on an official
committee of unsecured creditors.
HENDRICKSON TRUCKING: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Hendrickson Trucking, Inc
P.O. Box 292219
Sacramento, CA 95829-2219
Case No.: 15-24947
Chapter 11 Petition Date: June 19, 2015
Court: United States Bankruptcy Court
Eastern District of California (Sacramento)
Judge: Hon. Christopher D. Jaime
Debtor's Counsel: Anthony C. Hughes, Esq.
HUGHES FINANCIAL LAW
1395 Garden Highway, Ste. 150
Sacramento, CA 95833
Tel: 916-485-1111
Total Assets: $6.4 million
Total Liabilities: $13.7 million
The petition was signed by Alban Lang, vice president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb15-24947.pdf
HIGH RIDGE: Hires Devine Goodman as Special Counsel
---------------------------------------------------
High Ridge Management Corp. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Guy A. Rasco, Esq. and Devine Goodman
Rasco & Watts-FitzGerald, LLP as special counsel, nunc pro tunc to
April 20, 2015.
The Debtors require assistance of counsel in a forfeiture action
and a civil action. Mr. Rasco and the Firm's knowledge and
familiarity with criminal law and criminal forfeiture proceedings
will be essential to the Debtors' ability to properly and
adequately represent the estates' interests in the referenced
proceedings in the District Court.
In the one year prior to the commencement of the Debtors'
bankruptcy cases, neither Mr. Rasco nor the Firm received any money
from the Debtors. On April 21, 2015, Leonore Kallen, a director and
sole voting equity security holder of High Ridge Management Corp.,
paid the Firm a security retainer of $15,000.
Guy A. Rasco, partner of Devine Goodman Rasco & Watts-FitzGerald,
LLP, 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.
Devine Goodman Rasco & Watts-FitzGerald, LLP can be reached at:
Guy A. Rasco, Esq.
DEVINE GOODMAN RASCO &
WATTS-FITZGERALD, LLP
2800 Ponce De Leon Boulevard, Suite 1400
Coral Gables, FL 33134
Tel: (305) 374-8200
About High Ridge
High Ridge Management Corp., Hollywood Pavilion and Hollywood Hills
Rehabilitation Center LLC, sought for Chapter 11 protection (Bankr.
S.D. Fla. Lead Case No. 15-16388) on April 8, 2015.
High Ridge is the landlord of Pavilion and Hollywood Hills. High
Ridge is the 100 percent owner of the membership interests in
Hollywood Hills and Pavilion. Prior to Jan. 14, 2014, when a
receiver was appointed, High Ridge managed the operations for
Pavilion and Hollywood Hills.
The Hon. John K. Olson presides over the jointly administered
cases. Timothy R Bow, Esq., and Grace E. Robson, Esq., at
Markowitz Ringel Trusty + Hartog, P.A., in Fort Lauderdale,
Florida, serve as the Debtors' counsel.
HYDROCARB ENERGY: Sells $414,500 Convertible Note to Vis Vires
--------------------------------------------------------------
Hydrocarb Energy Corporation, on March 31, 2015, sold Vis Vires
Group, Inc. a convertible promissory note in the principal amount
of $414,500, pursuant to a securities purchase agreement, dated and
entered into on March 31, 2015. The Vis Vires Convertible Note
bears interest at the rate of 8% per annum (22% upon an event of
default) and is due and payable on April 2, 2016. The Vis Vires
Convertible Note provides for customary events of default such as
failing to timely make payments under the Vis Vires Convertible
Note when due. Additionally, upon the occurrence of certain
fundamental defaults, the Company is required to repay Vis Vires
liquidated damages in addition to the amount owed under the Vis
Vires Convertible Note.
The principal amount of the Vis Vires Convertible Note and all
accrued interest is convertible at the option of the holder thereof
into the Company's common stock at any time following the 180th day
after the Vis Vires Convertible Note was issued. The conversion
price of the Vis Vires Convertible Note is equal to the greater of
(a) 50% multiplied by the average of the lowest five closing bid
prices of the Company's common stock during the fifteen trading
days immediately prior to the date of any conversion; and (b)
$0.00005.
The Vis Vires Convertible Note included a $9,500 original issue
discount and the Company paid $5,000 of Vis Vires's attorney's fees
in connection with the sale of the Vis Vires Convertible Note and
as such, the net amount, before our expenses, that the Company
received upon sale of the Vis Vires Convertible Note was $400,000.
The Company is required to keep reserved from its authorized but
unissued shares of common stock 8 million shares of common stock
issuable upon conversion of the Vis Vires Convertible Note at all
times and if the Company fails to keep such amount reserved it is
considered an event of default under the Vis Vires Convertible
Note.
At no time may the Vis Vires Convertible Note be converted into
shares of the Company's common stock if that conversion would
result in Vis Vires and its affiliates owning an aggregate of in
excess of 9.99% of the then outstanding shares of its common
stock.
The Company may prepay in full the unpaid principal and interest on
the Vis Vires Convertible Note, upon notice, any time prior to the
180th day after the issuance date. Any prepayment is subject to
payment of a prepayment amount ranging from 110% to 135% of the
then outstanding balance on the Vis Vires Convertible Note
(inclusive of accrued and unpaid interest and any default amounts
then owing), depending on when that prepayment is made.
The Company also deposited 750,000 shares of its common stock into
escrow with Vis Vires's counsel to secure the repayment of the Vis
Vires Convertible Note, which shares are to be held in escrow and
released to Vis Vires only upon the occurrence of an event of
default under the Vis Vires Convertible Note.
The Company hopes to repay the Vis Vires Convertible Note prior to
any conversion.
Private Offering of Units
On or around June 10, 2015, the Company began a private offering,
to accredited and non-U.S. investors of up to 150 units, each
consisting of (a) 25,000 shares of the restricted common stock of
the Company; and (b) $100,000 in face amount of Convertible
Subordinated Promissory Notes.
The Notes have a term of three years. Interest on the Notes
accrues quarterly in arrears, at an annualized percentage interest
rate equal to the average quarterly closing spot price of West
Texas Intermediate Crude oil divided by ten, plus two, which resets
on a quarterly basis, provided that if the average quarterly
closing spot price is less than $50 in any quarter, the applicable
interest rate for the following quarter is 0% per annum. For
example, if the average quarterly closing spot price was $60 for
the prior quarter, the applicable interest rate for the next
quarter would be 8% per annum ($60 / 10 = 6 + 2 = 8%). The Notes
accrue interest, quarterly in arrears, which accrued interest is
added to the principal balance of the Notes until the earlier of
(a) the date the Notes are converted into Series B Convertible
Preferred Stock; and (b) Jan. 31, 2016 (provided that after Jan.
31, 2016, interest is payable quarterly in arrears in cash). The
Notes may be prepaid at any time prior to maturity, subject to a
15% prepayment penalty. At any time prior to the earlier of (a)
the payment in full of the applicable Note and (b) the Conversion
Date, the applicable Note and all accrued interest thereon is
convertible into common stock of the Company at the option of the
holder at a conversion price of $4 per share. Notwithstanding the
above, on the date, if ever, as the Company has filed a designation
of Series B Convertible Preferred Stock with the Secretary of State
of Nevada, the Notes, and any and all accrued and unpaid interest
thereon, automatically convert into shares of Series B Convertible
Preferred Stock at a conversion price of $1,000 per Series B
Convertible Preferred Stock share (with any remaining amount
payable in cash at the time of conversion). The Notes contain
standard and customary events of default, subject where applicable
to a ten day cure right, and accrue interest at the rate of 12% per
annum in the event of an occurrence of an event of default,
provided that the holders may with written notice, upon the
occurrence of an event of default, demand the entire outstanding
balance of the Notes be immediately paid in full. The payment of
the notes is subordinate in all cases to the amounts owed by the
Company to its senior lenders under that certain Amended and
Restated Credit Agreement, originally dated as of Aug. 15, 2014,
and amended and restated as of June 10, 2015.
Series B Convertible Preferred Stock
The proposed Series B Convertible Preferred Stock, which is subject
to the approval at the Company's 2015 annual meeting of
stockholders of (a) an amendment to its Articles of Incorporation,
to authorize its Board of Directors to designate series of
preferred stock with such rights and privileges as it may determine
in its sole authority; or (b) an amendment to its Articles of
Incorporation to amend its Articles of Incorporation to provide for
the designation of a series of Series B Convertible Preferred
Stock, has the rights and privileges. No Series B Convertible
Preferred Stock will be issued by the Company, until such time, if
ever, as such Series B Convertible Preferred Stock is approved by
the Board of Directors (in the event the stockholders approve the
amendment described in (a) above, but not the amendment described
in (b) above) or the stockholders (in the event the stockholders
approve the amendment described in (b) above). Shortly after this
filing, the Company plans to file an updated Schedule 14A proxy
statement setting forth, among other things, the terms and
conditions of the amendments described in (a) and (b) above, and
requesting stockholder approval at the Company's annual meeting for
the approval of those amendments, each of which will require the
affirmative vote of stockholders holding at least a majority of our
outstanding voting shares.
Kent P. Watts Exchange Agreement
On Dec. 9, 2013, the Company acquired Hydrocarb Corporation
pursuant to a Share Exchange Agreement dated Nov. 27, 2013. The
purchase price was 8,396,667 shares of the Company's common stock
to HCN's stockholders in exchange for 100% of the outstanding
equity interest in HCN and 8,188 shares of the Company's Series A
Preferred Stock to Kent P. Watts, the Company's chief executive
officer and chairman,in exchange for 100% of the outstanding
convertible preferred stock of HCN. At the date of closing the
8,396,667 shares of common stock issued had a market valuation of
$64,990,200 (based on market closing price of $7.74 on Dec. 9,
2013) and the preferred stock issued had a value of $3,275,200
(8,188 shares at a par value of $400).
In connection with certain due diligence subsequently undertaken by
the Company, it came to the attention of management, that although
the Company previously believed, on advice of prior counsel, that
the Board of Directors of the Company had the authority under the
Company's Articles of Incorporation, as amended, to unilaterally
authorize preferred stock, including the designation of the Series
A Preferred, that under applicable Nevada law, unless such
preferred stock is specifically authorized in a Nevada
corporation's articles no preferred stock can be designated or
issued. As such, the Company's Board of Directors did not have
authority under the Articles of Incorporation, as amended, and
applicable Nevada law to designate the Series A Preferred or to
file such certificate of designations with the Secretary of State
of Nevada. Consequently, the Company now believes that the Series
A Preferred was never validly issued or outstanding and the filing
of the Series A Preferred designation with the consent of the Board
of Directors and without shareholder approval, was invalid and had
no legal effect.
Notwithstanding the above, the documentation relating to the
designation of the Series A Preferred was filed with and accepted
by the Secretary of State of Nevada and the Company has previously
been treating the Series A Preferred as validly issued and
outstanding. For example, during the year ended July 31, 2014, Mr.
Watts purportedly earned dividends of $150,548 on those securities
and as of the date of the exchange by Mr. Watts of the right to
receive the Series A Preferred a total of $327,879 in dividends had
accrued.
On June 10, 2015, with the approval of the Board of Directors of
the Company, Mr. Watts exchanged all rights he had to the 8,188
shares of Series A 7% Convertible Voting Preferred Stock (which
were required to have a face value of $3,275,200) pursuant to the
terms of the HCN Exchange Agreement (as described in greater detail
above), and accrued and unpaid dividends which would have been due
thereunder, assuming such Series A 7% Convertible Voting Preferred
Stock was correctly designated and issued at the time of the HCN
Exchange Agreement, totaling, $327,879, into 32 Units.
Specifically, Mr. Watts received an aggregate of 800,000 shares of
common stock and a Convertible Promissory Note with an aggregate
principal amount of $3.2 million and a maturity date of June 10,
2018, in connection with the Exchange Agreement.
Finally, Mr. Watts has agreed that in the event the Company should
raise at least $10.5 million through the offering of the Units (not
including his exchange of the rights to the Series A Preferred for
Units), he will convert the $600,000 promissory note he is owed
into Units or Series B Convertible Preferred Stock, in his
discretion and as applicable, and the Company will be responsible
for repaying any remaining amount (accrued interest for example) in
cash.
Amended and Restated Credit
Agreement and Related Agreements
Effective June 10, 2015, the Company entered into an Amended and
Restated Credit Agreement as borrower, along with Shadow Tree
Capital Management, LLC, as agent, and Shadow Tree Funding Vehicle
A--Hydrocarb LLC and Quintium Private Opportunities Fund, LP, as
lenders, which amended and restated in its entirety the Credit
Agreement originally entered into between the Company, the Agent
and the Lenders dated as of Aug. 15, 2014.
The Restated Credit Agreement, increased the amount of interest due
on additional loans made pursuant to the terms of the Restated
Credit Agreement to 16% per annum (from 14% per annum pursuant to
the prior terms); accelerated the maturity date of amounts borrowed
from the Lenders under the credit agreement to Nov. 30, 2015
(previously amounts borrowed were due Aug. 15, 2016); provided for
the Lenders to make additional loans of $475,632 (less an aggregate
of $73,023 in fees and expenses, not including placement and other
fees totaling 6% of the amount borrowed) as of the date of the
Restated Credit Agreement, which loans have been made to date;
removed the right of the Company to request further loans under the
credit agreement; provided for the payment to the Lenders of an
exit fee in the amount of 4% of the amount repaid under the
Restated Credit Agreement, if repaid in full prior to July 31,
2015, and 5% of such repaid amount if repaid after
July 31, 2015; provided for the immediate issuance of an aggregate
of 32,500 shares of the Company's restricted common stock to the
Lenders and the termination of any other requirements of the
Company to issue additional shares to the Lenders pursuant to the
terms of the credit agreement (previously 32,500 shares were due on
the 18 month anniversary of the original closing and 25,000 shares
were due on the 21 month anniversary of the original closing);
required us to make all contractually required payments to Linc
Energy LLC and make all necessary payments to and take or cause to
be taken all other commercially reasonable actions to cause the
Redfish Reef field to be both producing and distributing meaningful
quantities of oil and gas no later than July 15, 2015, subject to
circumstances beyond our control; modified certain of the covenants
described in the Original Credit Agreement; waived, effective as of
the date of the Restated Credit Agreement all previously defaults
which the Lenders had notice of under the Original Credit
Agreement; and effected various non-material revisions and updates
to the Original Credit Agreement.
In connection with the amendments to the Original Credit Agreement,
the Company also entered into a First Amendment to Stock Grant
Agreement and additional promissory notes evidencing the additional
loan described above in the aggregate amount of $475,632 with the
Lenders.
A full-text copy of the Form 8-K report as filed with the
Securities and Exchange Commission is available for free at:
http://is.gd/K5fMXu
About Hydrocarb Energy
Hydrocarb Energy, formerly known as Duma Energy Corp, is a
publicly-traded Domestic and International energy exploration and
production company targeting major under-explored oil and gas
projects in emerging, highly prospective regions of the world.
With exploration concessions in Africa, production in Galveston
Bay and Oil Field Services in the United Arab Emirates, the
Company maintain offices in Houston, Texas, Abu Dhabi, UAE and
Windhoek, Namibia.
Hydrocarb Energy reported a net loss of $6.55 million on $5.06
million of revenues for the year ended July 31, 2014, compared to
a net loss of $37.5 million on $7.07 million of revenues for the
year ended July 31, 2013.
As of Jan. 31, 2015, the Company had $27.5 million in total assets,
$20.65 million in total liabilities and $6.89 million in total
equity.
"A decline in the price of our common stock could result in a
reduction in the liquidity of our common stock and a reduction in
our ability to raise additional capital for our operations.
Because our operations to date have been largely financed through
the sale of equity securities, a decline in the price of our
common stock could have an adverse effect upon our liquidity and
our continued operations. A reduction in our ability to raise
equity capital in the future could have a material adverse effect
upon our business plan and operations, including our ability to
continue our current operations," the Company stated in its
annual report for the year ended July 31, 2014.
INFINITY ENERGY: Registers 57.7 Million Common Shares for Resale
----------------------------------------------------------------
Infinity Energy Resources, Inc., filed with the Securities and
Exchange Commission a Form S-1 registration statement covering an
aggregate of up to 57,720,000 shares of its common stock, $0.0001
par value per share, that may be offered from time to time by
Hudson Bay Master Fund Ltd. and WestPark Capital, Inc.
The shares being offered by this prospectus consist of:
* up to 31,200,000 shares issuable upon the conversion of the
Company's Senior Secured Convertible Note due on May 7, 2018,
the Company issued in a private placement in May 2015; and
* up to 26,520,000 shares issuable upon the exercise of common
stock purchase warrants the Company issued in a private
placement in May 2015.
The prospectus also covers any additional shares of common stock
that may become issuable upon any anti-dilution adjustment pursuant
to the terms of the Convertible Note or the Warrants issued to the
selling stockholders by reason of stock splits, stock dividends or
other events. The Convertible Note and Warrants were acquired by
the selling stockholders, as the case may be, in the private
placement that closed on May 7, 2015.
The Company's common stock is currently quoted on the OTCQB Tier
operated by OTC Markets Group, Inc. under the symbol "IFNY." On
June 16, 2015, the last reported sales price of the Company's
common stock was $ 0.41 per share.
A full-text copy of the Form S-1 prospectus is available at:
http://is.gd/TUpi3h
About Infinity Energy
Overland Park, Kansas-based Infinity Energy Resources and its
subsidiaries, are engaged in the acquisition and exploration of
oil and gas properties offshore Nicaragua in the Caribbean Sea.
In its report on the consolidated financial statements for the year
ended Dec. 31, 2014, RBSM, LLP, expressed substantial doubt about
the Company's ability to continue as a going concern, citing that
the Company has suffered recurring losses, has no on-going
operations, and has a significant working capital deficit.
The Company reported a net loss of $3.68 million for the year ended
Dec. 31, 2014, compared with a net loss of $2.43 million during the
prior year.
As of March 31, 2015, Infinity Energy had $9.72 million in total
assets, $11.9 million in total liabilities, all current, and a
$2.21 million total stockholders' deficit.
JAZZ SECURITIES: Moody's Assigns Ba2 Rating on New Secured Loans
----------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba2 to the new
senior secured term loan due 2020 and senior secured revolving
credit facility due 2020 of Jazz Securities Limited, a subsidiary
of Jazz Pharmaceuticals plc. Moody's also re-assigned the Ba3
Corporate Family Rating, the Ba3-PD Probability of Default Rating,
and the SGL-1 Speculative Grade Liquidity Rating from Jazz
Pharmaceuticals, Inc. to Jazz Securities Limited. The outlook is
stable.
Jazz is refinancing its existing term loan and revolver with
proceeds from the new $750 million term loan A and a $750 million
revolving credit facility due 2020. Following the refinancing, the
ratings on the senior secured credit facilities of Jazz
Pharmaceuticals, Inc. and Jazz Financing I Ltd. will be withdrawn.
Ratings assigned:
Jazz Securities Limited:
Ba2 (LGD3) senior secured term loan facility due 2020
Ba2 (LGD3) senior secured revolving credit facility due 2020
Ratings re-assigned from Jazz Pharmaceuticals, Inc. to Jazz
Securities Limited:
Ba3 Corporate Family Rating
Ba3-PD Probability of Default Rating
SGL-1 Speculative Grade Liquidity Rating
Ratings affirmed and expected to be withdrawn following the
refinancing:
Jazz Pharmaceuticals, Inc.:
Ba2 (LGD3) senior secured term loan facility due 2018
Ba2 (LGD3 senior secured revolving credit facility due 2017
RATINGS RATIONALE
Jazz's Ba3 Corporate Family Rating reflects the company's strong
profit growth and market position with Xyrem, balanced by limited
scale, high product concentration in Xyrem, and the company's
strategy to acquire additional products to sustain long-term
growth. Concentration risk is high since Xyrem generates close to
70% of sales. This risk is elevated by patent challenges on Xyrem,
though these face high regulatory and intellectual property
hurdles. Jazz's products treat critical medical conditions, have
limited competition, and provide considerable pricing flexibility.
The company's growth prospects are robust, supported by Xyrem,
Erwinaze, and to a lesser extent Defitelio. Primarily through
EBITDA growth, Jazz has reduced its debt/EBITDA to approximately
2.3 times for the 12 months ended March 31, 2015 from about 3.0
times following last year's acquisition of Gentium SpA and the
issuance of convertible notes. Business development is likely to
continue in order to diversify the businesses, but the current
rating incorporates our expectation that debt/EBITDA is unlikely to
be maintained above 3.0 times for an extended period, absent an
unforeseen operating setback.
The rating outlook is stable. Although Moody's anticipates good
EBITDA growth, high revenue concentration in Xyrem with unresolved
patent challenges precludes upward rating pressure. Moody's could
upgrade the ratings if Jazz achieves greater scale and diversity,
if concentration among Jazz's top 3 products drops below 60% of
total sales, if there is a favorable resolution to the outstanding
Xyrem patent challenges, and if debt/EBITDA is maintained below 2.5
times. Conversely, Moody's could downgrade the ratings if Jazz
experiences operating challenges such as a generic Xyrem launch or
supply disruptions, if Jazz pursues extremely leveraging
acquisitions, or if debt/EBITDA is sustained above 3.0 times.
Jazz Securities Limited is an Irish subsidiary of Jazz
Pharmaceuticals plc, a specialty pharmaceutical company with a
portfolio of products that treat unmet needs in narrowly focused
therapeutic areas. Total revenues for the twelve months ended
March 31, 2015 were approximately $1.2 billion.
JTS LLC: Failure of Settlement Talks Led to Chapter 11 Filing
-------------------------------------------------------------
JTS, LLC's bankruptcy filing is a last resort when negotiations to
settle a lawsuit judgment came to a complete halt on June 15, 2015,
KTUU.com reports, citing Jack Sheppard, president of public
relations firm Walsh | Sheppard, acting as a spokesperson for the
Company.
According to KTUU.com, a two-year legal battle over fees associated
with a South Anchorage location pitted contracting firm H. Watt &
Scott against the Company, and ended with the Company ordered to
pay more than $630,000 in claims and legal fees.
JTS, LLC, doing business as Johnson's Tire Service, sought Chapter
11 protection (Bankr. D. Alaska Case No. 15-00167) in Anchorage,
Alaska, on June 15, 2015, without stating a reason. JTS, in the
business of retail tire sales and automobile maintenance and
repair, estimated $10 million to $50 million in assets and debt.
The formal schedules of assets and liabilities and the statement of
financial affairs are due June 29, 2015. The Debtor tapped David
H. Bundy, Esq., at David H. Bundy, PC, in Anchorage, as counsel.
LEO MOTORS: Files Financial Statements of Acquired Assets
---------------------------------------------------------
Leo Motors, Inc. filed an amended current on Form 8-K/A report with
the Securities and Exchange Commission relating to the Company's
acquisition of 50% of the outstanding common stock of each of (i)
Leo Trading Inc., formerly Erum Motors, Inc., (ii) Leo Motors
Factory, Inc., and (iii) Leo Motors Factory 2, Inc.
As reported by the TCR on April 9, 2015, the Company acquired from
Erum, 100,000 shares of Erum's common stock for a purchase price of
100,000,000 Korean Won. The Company acquired from Leo Factory 1,
200,000 shares of Leo Factory 1's common stock for a purchase price
of 100,000,000 Korean Won. The Company acquired from Leo Factory
2, 10,000 shares of Leo Factory 2's common stock for a purchase
price of 100,000,000 Korean Won. Pursuant to the Acquisition
Agreements, each of Erum, Leo Factory 1, and Leo Factory 2 became a
wholly-owned subsidiary of the Company.
The Amended Form 8-K provides the financial statements of Leo
Trading, Leo Factory and Leo Factory 2, copies of which are
available for free at:
http://is.gd/AD7KAC
http://is.gd/q5G4nD
http://is.gd/sEli4g
About Leo Motors
Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.
In 2011, the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of
$4.5 million. During the 2012 year the Company had a net non
operating income largely from the result of the forgiveness of
debt for $1.3 million.
Leo Motors incurred a net loss of $4.5 million on $693,000 of
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $1.24 million on $0 of revenues for the year ended Dec. 31,
2013.
As of March 31, 2015, the Company had $5.77 million in total
assets, $4.87 million in total liabilities and $904,500 in total
equity.
John Scrudato CPA, in Califon, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has incurred
significant accumulated deficits, recurring operating losses and a
negative working capital. This and other factors raise substantial
doubt about the Company's ability to continue as a going concern.
LINDBLAD EXPEDITIONS: Moody's Affirms B2 CFR on $25MM Loan Upsize
-----------------------------------------------------------------
Moody's Investors Service said that Lindblad Expeditions, Inc.'s
proposed $25 million upsizing to its first lien term loan (now $175
million from $150 million) is a moderate credit negative, but it
does not impact the company's B2 Corporate Family Rating (CFR) or
stable rating outlook.
Lindblad Expeditions, Inc., headquartered in New York, NY, through
its subsidiaries is a provider of tour and adventure travel related
services to over 40 destinations spanning all seven continents.
The company owns and operates six expedition ships and four
seasonal charter vessels with capacities ranging from roughly 25 to
150 guests per voyage. The company established a partnership with
National Geographic in 2004, which is an exclusive strategic
alliance that involves co-selling, co-branding, and marketing
arrangements including all Lindblad owned ships carrying the
National Geographic name (i.e. National Geographic Endeavour,
National Geographic Explorer etc.). In March 2015, Lindblad
entered into a definitive merger agreement with Capitol Acquisition
Corp. II in a cash and stock transaction valued at $439 million.
Lindblad generated sales for the twelve months ended March 31, 2015
of nearly $203 million.
LLRIG TWO: Bankruptcy Court Confirms Plan of Reorganization
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District Court of
Washington confirmed LLRig TWO, LLC's Plan of Reorganization.
To aid in the implementation of the Plan, all transfers and sales
of the Debtor's real estate interests may and will be sold free and
clear of any liens and encumbrances, except those interests
identified and retained in the Plan as being held by the Thurston
County Treasurer and the Lost Lake Resort COA/HOA.
A copy of the order confirming the Plan is available for free at:
http://bankrupt.com/misc/LLRIGTwo_167_order_confirmation_May27.pdf
The Debtor on April 27, 2015, won approval of the Disclosure
Statement explaining the terms of the Plan.
Under the Plan, existing owners Brent McCausland and Block
Investments, LLC, will retain their equity interests in the
Company. Existing managers Mr. McCausland and David Block will
continue to manage all of the Debtor's business affairs following
confirmation of the Plan.
The Debtor says that according to valuation by its real estate
professionals, the value of all its lots, when sold, in the
aggregate, would exceed $7 million.
The back 56 acres of partially developed property are zoned 5 acre
"rural". Before anything can be done to the property it will have
to go through a re-zoning process including a boundary line
adjustment along a road that abuts the back portion of the
property. This will enable the Debtor to sell the most popular
view lots of the resort. This property also provides an easement
that accommodates 14 separate drain-fields and septic systems which
serve that portion of the property which is fully developed.
Retention of this property is essential to the overall success of
the resort.
The Debtor has had very little income activity since the Chapter 11
filing except the sales of a number of lots, which have closed or
are in the process of closing.
The Debtor also has unliquidated claims for negligence against
attorney John Mills that are pending in Thurston County Superior
Court. The Debtor also has unliquidated counter claims against
LLRIG, LLC and Lee and Lori Wilson pending in Thurston County
Superior Court.
On March 31, 2015, the Debtor became party to a settlement
agreement arising out of state court litigation. The significant
effect of this settlement is to put control and ownership of
mortgage debt related to the 56 acres undeveloped property into the
control of the Debtor's members so that property can be developed
and sold without the pressure of the secured debt against the
property.
The Debtor expects to receive sale proceeds from pending sales
which will be less than $150,000 most likely and be held in the DIP
special trust account with Debtor's counsel pending confirmation
and implementation of the Plan.
The Debtor proposes to treat claims and interests as follows:
-- Administrative claims estimated to total $17,350 will be
paid
in full.
-- The secured claim of Thurston County Treasurer estimated at
$242,151 will be paid from sale proceeds as lots sell. The claim
is impaired.
-- The $337,560 secured claim of Lost Lake Resort, which has a
second lien on all real estate, behind real estate taxes, will be
paid from sale proceeds as lots sell. The claim is impaired.
-- There are no general unsecured claims.
-- The equity interest holders will retain their equity
interests.
A red-lined copy of the Disclosure Statement, as amended April 15,
2015, is available for free at:
http://bankrupt.com/misc/LLRIG_Two_Am_DS.pdf
About LLRIG Two
Tacoma, Washington-based LLRIG Two, LLC, aka Lost Lake Resort LLC,
aka Lost Lake Development LLC, is the business of managing,
renting, and selling recreational lots on real estate which it
owns
known as Lost Lake Resort in Olympia, Washington. The resort
property consists of in excess of 250 recreational lots on 85
acres
of property and an adjoining, partially developed, 56 acre parcel,
in addition to roads and infrastructure improvements to the common
areas of the property.
LLRIG Two sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Wash. Case No. 14-45610) on Oct. 20, 2014. The case
is assigned to Judge Brian D. Lynch.
The Debtor is represented by William L Beecher, Esq., at Beecher &
Conniff, in Tacoma, Washington.
The Debtor disclosed total assets of $10.32 million and total
liabilities of $5.47 million in its schedules.
LSI RETAIL: State Farm Agrees to Cash Collateral Use Until July 1
-----------------------------------------------------------------
The Hon. Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado approved an agreement between LSI Retail II,
LLC and State Farm Life Insurance Company for use of cash
collateral. The stipulated order provides, among other things:
* State Farm's secured claims are allowed in full as fully
secured claims under Sec. 506(b) of the Bankruptcy Code.
* State Farm is granted stay relief under Sec. 362 of the
Bankruptcy Code to exercise any and all of its rights against any
of its collateral.
* The escrow agent will transfer of $61,506 from the reserve
account to the Debtor's operating account.
* The Debtor's rights to use any cash collateral of State Farm
will automatically terminate on July 1, 2015, unless State
Farm and Debtor agree in writing to extend the date of
termination.
The Debtor previously filed a Chapter 11 bankruptcy petition on
January 29, 2013 at Case No. 13-11132 MER. On Sept. 27, 2013,
the Court entered a Stipulated Order for Relief from Stay and
Approving Settlement Agreement that lowered the interest rate and
restructured the State Farm's debt secured by a lien on certain
real and personal property generally known as the Roxborough
Marketplace. The Court-approved Settlement Agreement provided a
comprehensive settlement of all outstanding debt and provided for
the payment of all other scheduled creditors. On October 22, 2013,
the Court dismissed the Debtor's prior bankruptcy case upon the
Debtor's motion.
The Debtor has advised State Farm that the Debtor filed bankruptcy
to sell the Shopping Center at a price that would produce a surplus
for the Debtor. The Debtor wants to retain the benefits of the
previous restructure of State Farm's Secured Claim and continue all
payments to State Farm through the Reserve Account, without any
effort to restructure State Farm's Secured Debt.
LSI Retail II and State Farm also intend to avoid any further
disputes and minimize the attorneys' fees and costs incurred by the
parties in the bankruptcy case.
The stipulated order also provides that:
* State Farm will continue to receive timely payment of all
amounts under the Loan Documents and to be provided the same
monthly reports and reconciliations as if the bankruptcy had not
been filed. State Farm will be entitled to receive payment
of its attorneys' fees and cost from the Reserve Fund.
* If the Debtor sells the Shopping Center, such sale will
provide for the payment of State Farm's Secured Debt in full in
cash at closing. Any plan of reorganization proposed in the case
will not modify any of State Farm's rights and remedies under the
Loan Documents and the Debtor may not transfer the Shopping Center
in violation of the Loan Documents.
About LSI Retail II, LLC
LSI Retail II, LLC filed a Chapter 11 bankruptcy petition (Bank. D.
Colo. Case No. 15-13375) on April 2, 2015. Alan R. Fishman signed
the petition as president of manager Sunset Management Services.
The Debtor estimated assets and debts of $10 million to $50
million.
Jeffrey Weinman, Esq., at Weinman & Associates, P.C., serves as the
Debtor's counsel. The case has been reassigned to Judge Michael E.
Romero from Judge Sidney B. Brooks.
LSI Retail II, LLC, filed on April 23, 2015, a plan of
reorganization that provides for the payment of secured and
unsecured claims in full with interest at the closing on the sale
of its two parcels of real property or on the effective date of the
Plan.
The U.S. Trustee for Region 19 was unable to appoint an official
committee of unsecured creditors because there were too few
unsecured creditors who are willing to serve on the creditors'
committee.
LUXURY IMPORTS: Judgment Affirmed in Suit v. Brasher's
------------------------------------------------------
The Court of Appeals of California, Third District, Sacramento
affirmed the trial court's judgment in the case captioned PAIMAN
RAHBARIAN et al., Plaintiffs and Appellants, v. BRASHER'S
SACRAMENTO AUTO AUCTION, INC. et al., Defendants and Respondents,
NO. C071884 (Cal. Ct. App., 3rd Dist., Sacramento).
Plaintiffs filed an appeal from the trial court's order sustaining
defendants Brasher's Auto Auction and John E. Brasher's (the
"Brasher defendants") third demurrer to plaintiff's remaining
causes of action and dismissing the case with prejudice.
In affirming the appealed order, the appellate court explained that
the plaintiffs do not have standing to assert many of their claims
against the Brasher defendants and, with respect to those supported
by standing, plaintiffs have failed to allege facts sufficient to
constitute any causes of action against these defendants. The
appellate court further held that the plaintiffs have not shown a
reasonable possibility that these defects can be cured by
amendment.
Previously, the appellate court also affirmed the trial court's
order granting defendant Brasher's Sacramento Auto Auction, Inc.'s
anti-SLAPP motion directed at a cause of action for malicious
prosecution.
Background
In 2005, Luxury Imports of Sacramento, Inc. (Luxury) was created to
own and operate a Suzuki dealership. Shayan Rahbarian was Luxury's
president. Brasher's Auto Auction had a preexisting relationship
with the Rahbarian family, having sold vehicles to other companies
operated by Shayan's father, Mike, and brother, Paiman. Brasher's
Auto Auction agreed to loan $2.9 million to Luxury on a revolving
line of credit to fund the purchase of vehicle inventory.
(Rahbarian v. Brasher's Sacramento Auto Auction, Inc., supra,
C069312.)
Luxury executed and delivered to Brasher's Auto Auction a
promissory note, flooring agreement, and security agreement. The
promissory note provided repayment of the loan would be in
accordance with the flooring agreement. Under the flooring
agreement, Luxury was required to pay Brasher's Auto Auction the
full amount advanced for the purchase not more than two business
days after the sale of the vehicle by Luxury. Sale proceeds were
required to be held by Luxury in trust for Brasher's Auto Auction
until the entirety of the advance was repaid. In the event of
default by Luxury, the promissory note, flooring agreement, and
security agreement allowed Brasher's Auto Auction to declare all
sums advanced immediately due and payable. The security agreement
granted Brasher's Auto Auction a security interest in all personal
property owned or thereafter acquired by Luxury (designated "the
`Collateral'"), including "[a]ll goods, merchandise, vehicles and
other personal property." Upon default, the security agreement also
granted Brasher's Auto Auction the right to enter Luxury's premises
to "remove the Collateral . . . in order to maintain, sell, collect
or liquidate the Collateral." (Rahbarian v. Brasher's Sacramento
Auto Auction, Inc., supra, C069312.)
Mike and Shayan also signed personal guaranties of all obligations
of Luxury. An existing deed of trust granting Brasher's Auto
Auction a security interest in certain real property owned by the
Rahbarian Family Trust in connection with obligations owed to
Brasher's Auto Auction by one of Mike's companies, Cars 4 Less,
Inc., was modified to secure Brasher's Auto Auction for payment of
Luxury's obligations under the promissory note and flooring
agreement. (Rahbarian v. Brasher's Sacramento Auto Auction, Inc.,
supra, C069312.) Shayan and his wife, Alicia Cordona, also executed
and delivered a deed of trust granting Brasher's Auto Auction a
security interest in their house in Rocklin.2
In June 2007, after Luxury defaulted on its obligations and
Brasher's Auto Auction repossessed certain of its vehicle
collateral, Brasher's Auto Auction sued Luxury and various other
defendants, including Shayan and Mike, asserting causes of action
for breach of the promissory note and flooring agreement, breach of
the personal guarantees, default under the security agreement,
foreclosure of the deed of trust, conversion of collateral, and
wrongful possession and detention of collateral. An amended
complaint, filed in December 2007, added Paiman as a defendant in
the conversion and wrongful possession of collateral causes of
action and asserted an additional cause of action against Paiman
and others for fraud. (Rahbarian v. Brasher's Sacramento Auto
Auction, Inc., supra, C069312.)
Mark A. Serlin, the attorney who filed the underlying lawsuit,
stated the basis for the action in his declaration in support of
the aforementioned anti-SLAPP motion: "Luxury had borrowed millions
of dollars on a flooring line and had failed to repay Brasher's
[Auto Auction]. Moreover, it was evident that dozens and dozens of
vehicles were sold `out of trust' by Luxury at the direction of the
Rahbarian family. In a nutshell, when a dealer sells a vehicle and
fails to pay the flooring lender with the sales proceeds, that is
selling out of trust. I was also advised that when my client went
out to Luxury's lot to pick [up] my client's collateral, the
Rahbarians refused to allow any of the vehicles to be taken and
only when the police intervened was my client able to retrieve a
certain number of cars. However, my client advised me that numerous
cars simply disappeared from the lots and were never recovered."
(Rahbarian v. Brasher's Sacramento Auto Auction, Inc., supra,
C069312.)
Also in June 2007, Luxury filed a petition for bankruptcy
protection under Chapter 11 of Title 11 of the United States Code
(the Bankruptcy Code), which was subsequently converted into a
liquidation case under Chapter 7. Thereafter, the United States
Bankruptcy Court for the Eastern District of California (the
Bankruptcy Court) approved a settlement agreement entered into
between the Chapter 7 bankruptcy trustee and Brasher's Auto
Auction. Among other things, the agreement provided that the
trustee and Brasher's Auto Auction released each other from any and
all claims, and further provided that Brasher's Auto Auction would
acquire the right to pursue avoidance actions under the Bankruptcy
Code. Brasher's Auto Auction then successfully sued Shayan,
Cordona, Paiman, and his wife, Vera Davydenko, in the Bankruptcy
Court to recover money fraudulently transferred from Luxury to
these individuals prior to the bankruptcy. Judgment in the amount
of $308,150 was entered against Shayan. Judgment in the amount of
$294,150 was entered against Paiman. Judgment in the amount of
$200,000 was entered against Cordona. Judgment in the amount of
$80,250 was entered against Davydenko.
Meanwhile, the underlying lawsuit proceeded against defendants
other than Luxury. Brasher's Auto Auction apparently recovered on
Mike's personal guaranty, although the record does not reveal the
amount. With respect to Shayan, the case was dismissed without
prejudice. With respect to Paiman, the fraud cause of action was
voluntarily dismissed during trial, while the conversion cause of
action went to the jury and resulted in a verdict for Paiman.
(Rahbarian v. Brasher's Sacramento Auto Auction, Inc., supra,
C069312.)
In June 2010, Paiman, Shayan, Davydenko, and Cordona filed a
lawsuit against Brasher's Auto Auction, John E. Brasher, and
Luxury's general manager, Kamyar Soltani, asserting causes of
action for fraud and deceit, constructive fraud, conspiracy to
commit fraud, conversion, breach of fiduciary duty, and malicious
prosecution.
A copy of the May 21, 2015 opinion is available at
http://is.gd/voFDOefrom Leagle.com.
MARTIFER SOLAR: Resolves RSBF Entities' $1.2-Mil. Claims
---------------------------------------------------------
Martifer Solar USA, Inc., sought and obtained from Judge August B.
Landis of the U.S. Bankruptcy Court for the District of Nevada
approval of a settlement and release agreement with RSBF
Breckenridge I, LLC, and its related affiliates.
The Settlement Agreement resolves the disputes between the Settling
Parties, including, but not limited to those relating to Claim Nos.
63-1 to 71-1, aggregating $1,211,338.
The Settlement Agreement provides that the RSBF Entities will: (a)
pay the Debtor the amount of $175,000 in cash, check or wire
transfer, (b) withdraw with prejudice all of their proofs of claim,
and (c) provide the Debtor with releases. The Debtor will also
provide RSBF Entities with releases.
The Debtor's counsel, Brett A. Axelrod, Esq., at Fox Rothschild
LLP, in Las Vegas, Nevada, tells the Court that the Settlement
Agreement provides for a $175,000 recovery to the Estate, full
releases and the elimination of approximately $1.2 million in
general unsecured claims. Ms. Axelrod notes that as of the claims
bar date, there was a total of approximately $135.1 million in
general unsecured claims filed and/or scheduled against the
Debtors. She further tells the Court that the Debtors have
succeeded in reducing these claims by an aggregate of approximately
$101.6 million, leaving approximately $33.5 million in general
unsecured claims remaining as of December 16, 2014.
Ms. Axelrod says that since Dec. 2014, the Debtors have succeeded
in further reducing their claims by an additional $27.9 million, so
that the remaining pool of general unsecured claims before the
Settlement Agreement is $5.6 million. She asserts that if the
Settlement Agreement is approved, it will result in the further
reduction of unsecured claims by approximately $1.2 million, or
21%, leaving only $4.4 million in remaining unsecured claims.
The Debtor is represented by:
Brett A. Axelrod, Esq.
Micaela Rustia Moore, Esq.
FOX ROTHSCHILD LLP
3800 Howard Hughes Parkway, Suite 500
Las Vegas, Nevada 89169
Telephone: (702)262-6899
Facsimile: (702)597-5503
Email: baxelrod@foxrothschild.com
mmoore@foxrothschild.com
About Martifer Solar
Martifer Solar USA, Inc., and Martifer Aurora Solar LLC
filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev.
Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.
Martifer
Solar USA, which is based in Los Angeles, California,
estimated $10 million to $50 million in assets and
liabilities.
Bankruptcy Judge August B. Landis oversees the
case. The Debtors
tapped Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as
counsel, and Armory Consulting Co. as restructuring and financial
advisor. The Debtors tapped Foley Hoag LLP as special Massachusetts
litigation counsel with respect to a pending litigation relating to
EPG Solar, LLC; and Foley & Lardner LLP as special solar
counsel.
The Debtors also won approval to hire FTI and Michael Tucker,
a
senior managing director of FTI, to serve as the company's
chief
restructuring officer.
Cathay Bank, a prepetition lender, is represented by Michael Gerard
Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel Robins Bloom
& Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard,
Esq., at Kolesar & Leatham.
Martifer Solar Inc., the proposed DIP Lender, and ultimate
parent
of the Debtors, is represented by Samuel A. Schwartz,
Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm
Inc.
Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five
creditors to serve on the Official Committee of
Unsecured
Creditors. The Committee has retained Pachulski Stang
Ziehl &
Jones LLP's Bradford J. Sandler, Esq., Shirley S. Cho,
Esq., Jason
Rosell, Esq., and Patricia Jeffries, Esq.; and
Larson & Zirzow,
Matthew C. Zirzow, Esq., Zachariah Larson,
Esq., and Carey
Shurtliff, Esq., as counsel.
MARTIFER SOLAR: Settles BayWa Admin. Claim for $305,000
-------------------------------------------------------
Martifer Solar USA, Inc., and its affiliated debtors, sought and
obtained from Judge August B. Landis of the U.S. Bankruptcy Court
for the District of Nevada approval of their settlement agreement
with BayWa r.e. USA LLC and FTI Consulting.
The settlement agreement (i) resolves BayWa's plan confirmation
objection, (ii) sets BayWa's administrative claim at a gross amount
of $305,0000, a reduction of approximately $524,372; (iii) resolves
the Debtors' counterclaim, (iv) resolves the remaining Transition
Services Agreement obligations, (v) resolves the application of the
remaining TSA Funds, (vi) allows the Settling Parties to exchange
full releases related to, among other things, the Asset Purchase
Agreement and the TSA, (vii) obviates the need for expensive and
prolonged discovery; and (viii) removes feasibility issues with the
proposed plan of reorganization.
The Settlement Agreement further provides that the Debtors will pay
to BayWa $249,008, representing the Admin Claim Amount less the TSA
Shortfall. The Debtors will transfer the Remaining TSA Funds and
an amount equal to $55,992, the TSA Shortfall, to FTI in full
satisfaction of the Remaining TSA Obligation.
The Debtors are represented by:
Dawn M. Cica, Esq.
Micaela Rustia Moore, Esq.
FOX ROTHSCHILD LLP
3800 Howard Hughes Parkway, Suite 500
Las Vegas, Nevada 89169
Telephone: (702)262-6899
Facsimile: (702)597-5503
Email: dcica@foxrothschild.com
mmoore@foxrothschild.com
About Martifer Solar
Martifer Solar USA, Inc., and Martifer Aurora Solar LLC
filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev.
Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.
Martifer
Solar USA, which is based in Los Angeles, California,
estimated $10 million to $50 million in assets and
liabilities.
Bankruptcy Judge August B. Landis oversees the case. The
Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore,
Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor. The Debtors
tapped Foley Hoag LLP as special Massachusetts litigation counsel
with respect to a pending litigation relating to EPG Solar, LLC;
and Foley & Lardner LLP as special solar counsel.
The Debtors also won approval to hire FTI and Michael Tucker,
a
senior managing director of FTI, to serve as the company's
chief
restructuring officer.
Cathay Bank, a prepetition lender, is represented by Michael Gerard
Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel Robins Bloom
& Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard,
Esq., at Kolesar & Leatham.
Martifer Solar Inc., the proposed DIP Lender, and ultimate
parent
of the Debtors, is represented by Samuel A. Schwartz,
Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm
Inc.
Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five
creditors to serve on the Official Committee of
Unsecured
Creditors. The Committee has retained Pachulski Stang
Ziehl &
Jones LLP's Bradford J. Sandler, Esq., Shirley S. Cho,
Esq., Jason
Rosell, Esq., and Patricia Jeffries, Esq.; and
Larson & Zirzow,
Matthew C. Zirzow, Esq., Zachariah Larson,
Esq., and Carey
Shurtliff, Esq., as counsel.
MAUDORE MINERALS: Quebec Court Extends CCAA Proceedings
-------------------------------------------------------
Maudore Minerals Ltd. on June 19 disclosed that the Superior Court
of Quebec has granted an order extending the relief obtained under
the Companies' Creditors Arrangement Act (the "CCAA") to
September 28, 2015. The extension was supported by Samson
Belair/Deloitte & Touche Inc., which acts as monitor in the
proceedings under the CCAA.
Maudore is a Quebec-based junior gold company with more than 13
exploration projects. One of these projects is at an advanced
stage of development with reported current and historical resources
and mining.
MGM RESORTS: Anthony Mandekic Reports 16.2% Stake as of June 15
---------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Anthony Mandekic disclosed that as of June 15, 2015, he
beneficially owned 91,264,088 shares of common stock of MGM Resorts
International which represents 16.2 percent on the basis of
563,042,468 shares of common stock issued and outstanding as of May
5, 2015, based upon information contained in the Company's
quarterly report on Form 10-Q for the fiscal quarter ended March
31, 2015.
Tracinda Corporation also beneficially owned 91,173,744 common
shares as of June 15.
As a result of Mr. Kirk Kerkorian's death, he ceased to be a
reporting person on this Schedule 13D. Tracinda will continue to
report regarding its interest in MGM Resorts through further
amendments to this Schedule 13D. In addition, Mr. Kerkorian named
Anthony Mandekic as executor of his estate under his last will and
testament. The exact timing of when Mr. Mandekic will be formally
appointed as executor of Mr. Kerkorian's estate is not currently
known. Mr. Mandekic is being added as a Reporting Person to this
Schedule 13D in anticipation of such appointment.
The business address of Mr. Mandekic is c/o Tracinda Corporation,
150 South Rodeo Drive, Suite 250, Beverly Hills, California 90212.
Mr. Mandekic is the chief executive officer, president, secretary
and treasurer of Tracinda Corporation, a privately held investment
firm located at 150 South Rodeo Drive, Suite 250, Beverly Hills,
California 90212.
A full-text copy of the regulatory filing is available at:
http://is.gd/e4vfEo
About MGM Resorts
MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/
-- a global hospitality company, operating a portfolio of
destination resort brands including Bellagio, MGM Grand, Mandalay
Bay and The Mirage. The Company also owns 51% of MGM China
Holdings Limited, which owns the MGM Macau resort and casino and is
in the process of developing a gaming resort in Cotai, and 50% of
CityCenter in Las Vegas, which features ARIA resort and casino.
MGM Resorts reported a net loss attributable to the Company of
$149.8 million in 2014, a net loss attributable to the Company of
$171.7 million in 2013 and a net loss attributable to the Company
of $1.7 billion in 2012.
As of March 31, 2015, MGM Resorts had $26.8 billion in total
assets, $19.1 billion in total liabilities, and $7.65 billion in
total stockholders' equity.
* * *
As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'. In March 2012, S&P revised
the outlook to positive from stable.
"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.
In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating. The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.
As reported by the TCR on Sept. 29, 2014, Fitch Ratings has
upgraded MGM Resorts International's (MGM) and MGM China Holdings
Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-',
respectively. Fitch's upgrade of MGM's IDR to 'B+' and the
Positive Outlook reflect the company's strong performance on the
Las Vegas Strip and in Macau as well as Fitch's longer-term
positive outlooks for these markets.
MIDWAY GOLD: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Midway Gold US Inc. 15-16835
8310 South Valley Highway, Suite 280
Englewood, CO 80112
Midway Gold Corp. 15-16836
Golden Eagle Holding, Inc. 15-16837
MDW-GR Holding Corp. 15-16838
RR Exploration, LLC 15-16839
Midway Services Company 15-16840
Nevada Talon, LLC 15-16841
MDW Pan Holding Corp. 15-16842
MDW Pan LLP 15-16843
MDW Gold Rock LLP 15-16844
Midway Gold Realty LLC 15-16845
MDW Mine ULC 15-16846
GEH (B.C.) Holding Inc. 15-16847
GEH (US) Holding Inc. 15-16848
Type of Business: Mining
Chapter 11 Petition Date: June 22, 2015
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Hon. Michael E. Romero
Debtors' Nava Hazan, Esq. (New York Office)
Primary Andrew M. Simon, Esq.
Bankruptcy Peter R. Morrison, Esq. (Cleveland Office)
an Restructuring Elliot M. Smith, Esq.
Counsel: Stephen D. Lerner, Esq.
SQUIRE PATTON BOGGS (US) LLP
221 East 4th Street, Suite 2900
Cincinnati, OH 45202
Tel: 513-361-1200
Fax: 513-361-1201
Email: Stephen.lerner@squirepb.com
Nava.hazan@squirepb.com
andrew.simon@squirepb.com
peter.morrison@squirepb.com
elliot.smith@squirepb.com
Debtors' Harvey Sender, Esq.
Special John B. Wasserman, Esq.
Bankruptcy Aaron J. Conrardy, Esq.
and Restructuring SENDER WASSERMAN WADSWORTH, P.C.
Counsel: 1660 Lincoln Street, Suite 2200
Denver, Colorado 80264
Tel: (303) 296-1999/Fax: (303) 296-7600
Email: hsender@sww-legal.com
jwasserman@sww-legal.com
aconrardy@sww-legal.com
Debtors' Mary Buttery, Esq.
Canadian Lance Williams, Esq.
Bankruptcy DLA PIPER (CANADA) LLP
Counsel: Suite 2800,Park Place
666 Burrard Street,
Vancouver, BC V6C 2Z7
Canada
Tel: 604-687-9444
Fax: 604-687-1612
Email: mary.buttery@dlapiper.com
lance.williams@dlapiper.com
Debtors' ERNST & YOUNG INC.
Information
Officer of
Canadian
Court:
Debtors' RBC CAPITAL MARKETS
Investment
Banker:
Debtors' FTI CONSULTING
Financial
Advisor:
Debtors' EPIQ SOLUTIONS
Claims,
Noticing,
Solicitation,
Balloting
or Tabulation
Agent:
Total Assets: $184.2 million (Midway Gold Corp.'s Form 10-Q for the
quarterly period ended March 31, 2015)
Total Debts: $62.40 million (Midway Gold Corp.'s Form 10-Q for the
quarterly period ended March 31, 2015)
The petition was signed by Bradley Blacketor, senior vice president
and treasurer.
List of Debtor's 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Ledcor CMI Inc. Contract Mining $7,249,795
5370 Kietzke Lane, Suite 204
Reno, NV 89511
(MDW Pan LLP)
Bryan Atwater
Tel: 720-979-0900
Bryan.Atwater@Ledcor.com
Jacobs Engineering Group Inc. Pan Project $4,020,969
PO Box 7084
Pasadena, CA 91109
(MDW Pan LLP)
Todd Haba
Tel: 303-275-6607
Todd.haba@jacobs.com
InFaith Community Foundation Tonopath Advance $550,000
625 Fourth Ave Royalty Payment
South, Ste 1500
Minneapolis, MN 55415
Tel: 612-844-4110
Boart Longyear Company Well drilling $491,573
10808 S. Riverfront
Pkwy., Suite 600
South Jordan, UT 84095
(MDW Pan LLP)
Alan Frank
1-775-748-1911 - D
1-775-934-8363 – C
Al.frank@boartlongyear.com
Sunbelt Rentals Inc. Rentals $324,092
PO Box 409211
Atlanta, GA 30384
(MDW Pan LLP)
48 North 1330 West
Orem, UT 84057-4483
1-801-224-7342
USGS National Environmental $305,263
Center MS 270
12201 Sunrise Vly
MS 270 STE 6A224
Reston, VA 20192
(MDW Pan LLP)
Curtis Hettich
1-916-278-9479
Electronic Security Concepts $44,000
SWCA Environmental Consulting Contractor $150,066
American Assay Laboratories Assay $133,570
Roscoe Moss Manufacturing Co. Materials $136,346
Cyanco Company, LLC Materials $106,954
Miller Thomson LLP Legal $148,435
Canada Revenue Agency $117,446
EPC Services Company Contractor $315,263
3521 Gabel Road
Billings, MT 59102
(MDW Pan LLP
John Ott
1-801-292-9954
EPC Services Company Inc.
600 West 700 South
Woods Cross, UT 84087
Dorsey & Whitney LLP Legal $127,737
Dorsey & Whitney LLP Legal $109,801
SRK Consulting Engineers Engineer $107,702
KPMG LLP Audit $116,895
Orion Resource Partners Pan Production $92,544
Royalties
Suburban Propane Propane $56,852
Arcadis US Inc. Permitting $63,567
Redi Services LLC Site Services $42,310
FLSmidth Salt Lake City, Inc. Materials $66,277
Gust Electric Inc. Contractor $40,763
Raintree Construction LLC Contractor $41,462
Geotemps Inc. Temp Staff $68,649
Air Sciences Inc. Environmental $40,327
Eastern Nevada Landscape Environmental $37,884
Coalition
Provident Construction, Inc. Contractor $40,746
Marsh USA Inc. Insurance $76,937
MIDWAY GOLD: Files for Ch. 11 Amid Woes on Pan Mine Project
-----------------------------------------------------------
Midway Gold Corp. and certain of its direct and indirect
subsidiaries filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code in the United States Bankruptcy Court for
the District of Colorado. Midway will seek ancillary relief in
Canada pursuant to the Companies' Creditors Arrangement Act in the
Supreme Court of British Columbia in Vancouver, Canada.
The Company intends to restructure its business by attempting to
sell non-core assets and resolving various challenges relating to
Midway's main asset, the Pan Mine project. The Debtors believe
that additional time and resources are necessary to successfully
maximizing value at the Pan mine. In its restructuring, Midway
will be able to explore alternatives to strengthen the company,
while addressing the challenges Midway has faced.
Midway will continue to operate its business as a "debtor in
possession" under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code
and the orders of the Bankruptcy Court.
The Company and its lenders have negotiated terms that should allow
for the consensual use of the Company's cash which will allow the
Company to maintain business-as-usual operations during the
restructuring process. The Company believes its current and
anticipated cash resources will be sufficient to pay its ongoing
expenses and maintain its business operations during the pendency
of its chapter 11 cases.
The Company will file customary "First Day Motions" with the
Bankruptcy Court, which, if granted, will help ensure a smooth
transition to chapter 11. The motions are expected to be addressed
promptly by the Bankruptcy Court.
Midway's legal counsel is Squire Patton Boggs (US) LLP and Sender
Wasserman Wadsworth P.C. Its financial advisor is FTI Consulting,
Inc. and its investment banker is RBC Dominion Securities Inc.
Additional information and other materials related to the
restructuring can be found on the Web site
http://www.midwaygold.com/ In addition, documents related to the
chapter 11 filing are available at http://dm.epiq11.com/MidwayGold
* * *
Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reported that the mining company filed for bankruptcy after
suspending work last week at its primary operation, Pan Gold mine,
and laying off mine workers. The company claimed assets of $82.9
million and debts of $55.7 million, the DBR report said, citing the
bankruptcy petition.
MIDWAY GOLD: NYSE MKT Suspends Common Stock Trading
---------------------------------------------------
Midway Gold Corp. on June 22 received notice from the NYSE MKT LLC
indicating that the NYSE MKT has suspended the Company's common
stock from trading immediately and determined to commence
proceedings to delist the Company's common stock pursuant to
Section 1003(c)(iii) of the NYSE MKT LLC Company Guide. The NYSE
MKTs determination was based on the previously disclosed Chapter 11
bankruptcy filings by the Company and certain of its domestic
direct and indirect subsidiaries.
Also on June 22, 2015, the Toronto Stock Exchange (TSX) suspended
the Company's common stock from trading immediately while the TSX
reviews the Company's continued eligibility for listing under the
TSXs Expedited Review Process. The suspension and possible
delisting are based on the Chapter 11 bankruptcy filings of the
Company and certain of its direct and indirect subsidiaries, the
Company's financial condition and/or operating results, and whether
the Company has adequate working capital and appropriate capital
structure.
A hearing to decide whether to delist the Company's securities from
the TSX is currently scheduled for June 25, 2015.
The Company does not intend to take any further action to appeal
these decisions, and therefore it is expected that the common stock
will be delisted from both the NYSE MKT and the TSX following
completion of their proceedings.
Also effective on June 22, the current Chairman of the Board of
Directors of the Company, Timothy J. Haddon, has resigned from the
Board of Directors for personal reasons. The Board of Directors
wishes to thank Mr. Haddon for his services.
MORNINGSTAR MARKETPLACE: Can Access Cash Collateral until Sept. 30
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
approved a third amended final stipulated order authorizing
Morningstar Marketplace, Ltd.'s use of cash collateral until
September 30, 2015.
The stipulation was entered between the Debtor and Manufacturers
and Traders Trust Company, as duly appointed trustee under the
Trust Indenture for the holders of the York County Industrial
Development Authority Mortgage Revenue Bonds (Morningstar Solar LLC
Project) Series 2010.
The stipulation provides that the Debtor is prohibited to use
property belonging to M&T but is allowed to use the cash collateral
to operate its business, the marketing and sale of their assets,
funding the administrative expenses during the bankruptcy
proceeding and preservation and maximization of the value of its
estate. The parties may mutually agree to amend the budget at any
time without further Court order, provided that any amendment will
not affect the monthly payments to PNC Bank, National Association,
on account of the indebtedness owed to PNC and secured by PNC's
first lien mortgage on the real property, all of which will be made
as and when due under PNC's mortgage and the other agreements an
documents that evidence and secure the Debtor's indebtedness and
obligations to PNC.
As adequate protection, the Debtor will continue to make monthly
adequate protection payments to M&T in the amount of $11,700 per
month to be received on or before June 15, 2015, July 15, 2015,
August 15, 2015 and September 15, 2015.
About Morningstar Marketplace
Morningstar Marketplace, LTD, operator of a flea market business in
St. Thomas, Pennsylvania, filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on Feb. 3,
2014. Judge Mary D France presides over the case. Attorneys at
Smigel, Anderson & Sacks, LLP serve as counsel to the
Debtor. The Debtor estimated $100 million to $500 million in
assets and liabilities.
NII HOLDINGS: Bankruptcy Court Confirms Reorganization Plan
-----------------------------------------------------------
NII Holdings, Inc., on June 19 disclosed that the U.S. Bankruptcy
Court for the Southern District of New York has entered an order
confirming the Plan of Reorganization relating to the Company and
certain of its wholly-owned subsidiaries that previously sought
Chapter 11 protection.
The Bankruptcy Court's confirmation of the Plan sets the stage for
the Company's emergence from the Chapter 11 bankruptcy process that
was commenced on Sept. 15, 2014. The Plan, which had broad support
of all classes of creditors of the Company and its subsidiaries, is
expected to become effective as soon as practicable subject to the
satisfaction of the conditions to emergence specified in the Plan.
"We appreciate the support our Plan received from our creditors and
the Court's decision to approve it," said Steve Shindler, NII
Holdings' chief executive officer. "We are excited to emerge from
the bankruptcy process as a streamlined organization that is
focused on capturing opportunities to drive growth and
profitability in Brazil. While we currently face some challenging
macroeconomic and operating conditions there, we are confident the
completion of our reorganization addresses the issues relating to
our capital structure and liquidity, and positions us to take
advantage of our unique value proposition and high quality network
to compete effectively in the market."
The Plan strengthens the Company's balance sheet by restructuring
$4.35 billion in senior unsecured notes issued by subsidiaries that
were part of the bankruptcy proceedings. Under the Plan, holders
of that debt will receive a combination of cash and common stock of
the reorganized company in varying amounts based on the series of
senior notes held. The new common stock to be issued under the
Plan is also expected to begin trading on the NASDAQ Stock Exchange
under the Company's former ticker symbol "NIHD" shortly after
emergence. Details of the restructuring plan are reflected in the
Plan and the Bankruptcy Court's confirmation order, which are
available https://cases.primeclerk.com/nii/
About NII Holdings, Inc.
NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin America.
NII Holdings' shares of common stock, par value $0.001, are
publicly traded under the symbol NIHD on the NASDAQ Global Select
Market.
NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on
Sept. 15, 2014. The Debtors' cases are jointly administered and
are assigned to Judge Shelley C. Chapman.
The Debtors tapped Jones Day's Scott J. Greenberg, Esq. and Michael
J. Cohen, Esq., as counsel and Prime Clerk LLC as claims and
noticing agent. NII Holdings disclosed $1.22 billion in assets and
$3.068 billion in liabilities as of the Chapter 11 filing.
The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured creditors.
The panel is represented by Kenneth H. Eckstein, Esq. and Adam C.
Rogoff, Esq. of Kramer Levin Naftalis & Frankel LLP. Kurtzman
Carson Consultants LLC is the panel's information agent.
* * *
NII Holdings Inc., et al., and the Official Committee of Unsecured
Creditors are proposing a reorganization plan that they say provide
a clear path for the Debtors' expeditious emergence from Chapter 11
in a manner that preserves the going concern viability of the NII
Holdings' non-debtor affiliates, avoids the costly, protracted
litigation of a morass of claims and maximizes value for all
stakeholders.
On Jan. 26, 2015, the Debtors reached an agreement for the sale of
their operations in Mexico, operated by non-debtor Comunicaciones
Nextel de Mexico, S.A. de C.V., to an affiliate of AT&T for $1.875
billion, subject to adjustments. The sale transaction was approved
on March 23, 2015. The sale was completed April 30, 2015.
As a result of the sale transaction, the Debtors on March 13, 2015,
filed the First Amended Plan, which provides improved recoveries
and recoveries that include cash distributions. The Amended Plan
is co-sponsored by the Creditors Committee.
NORTEL NETWORKS: Canadian Employees' Late-Filed Claims Barred
-------------------------------------------------------------
In the case captioned In re: NORTEL NETWORKS, INC., et al., Chapter
11, Debtors, CASE NO. 09-10138 (KG), JOINTLY ADMINISTERED (Bankr.
D. Del.), Bankruptcy Judge Kevin Gross denied the motion of the "Ad
Hoc Committee of Canadian Employees Terminated Pre-Petition"
seeking leave to file proofs of claim after the expiration of the
claims bar date in the U.S. Proceedings.
The Canadian Employees argued that: (1) they did not receive proper
notice, either actual or constructive, of the claims bar date and
thus are not bound thereby under basic principles of due process;
and (2) even if they did receive proper notice of the claims bar
date, the court should grant them the requested leave based on the
a theory of excusable neglect.
Judge Gross found that the Canadian Employees were not known
creditors and were not entitled to actual notice of the claims bar
date. However, they were provided with proper constructive notice
as unknown creditors with the notice of the claims bar date that
was published in the national and global editions of The Globe and
Mail and The Wall Street Journal. It even appeared from the
evidence that many, if not most, of the Canadian Employees had
actual knowledge of the claims bar date.
Judge Gross also held that the Canadian Employees' failure to
timely file proofs of claim in the U.S. Proceedings was not the
result of excusable neglect. The Canadian Employees had all the
necessary information to discover any potential claims they had
against the U.S. Debtors well before the claims bar date but failed
to act prior to the said date. Judge Gross pointed out that simple
ignorance of one's own claim does not constitute excusable neglect.
A copy of the May 21, 2015 memorandum opinion is available at
http://is.gd/hO0EGSfrom Leagle.com.
About Nortel Networks
Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications. Nortel did
business in more than 150 countries around the world. Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.
On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates commenced
a proceeding with the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act (Canada) seeking relief from
their creditors. Ernst & Young was appointed to serve as monitor
and foreign representative of the Canadian Nortel Group. That same
day, the Monitor sought recognition of the CCAA Proceedings in U.S.
Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter
15 of the U.S. Bankruptcy Code.
That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).
In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP. Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.
On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A. On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court
for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.
U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.
In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York, serve as the U.S. Debtors' general bankruptcy counsel;
Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP,
in Wilmington, serves as Delaware counsel. The Chapter 11
Debtors' other professionals are Lazard Freres & Co. LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as
claims and notice agent.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.
An ad hoc group of bondholders also was organized. An Official
Committee of Retired Employees and the Official Committee of
Long-Term Disability Participants tapped Alvarez & Marsal
Healthcare Industry Group as financial advisor. The Retiree
Committee is represented by McCarter & English LLP as Delaware
counsel, and Togut Segal & Segal serves as the Retiree Committee.
The Committee retained Alvarez & Marsal Healthcare Industry Group
as financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.
Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.
As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion. The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.
Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers. Nortel has collected roughly $9 billion for
distribution to creditors. Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation. The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction. The
deal closed in July 2011.
Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court. The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.
The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.
OAS SA: Presents Reorganization Plan to Sao Paulo Bankruptcy Court
------------------------------------------------------------------
OAS S.A. on June 20 disclosed that it has presented a plan of
reorganization to the First Specialized Bankruptcy Court of Sao
Paulo, Brazil.
In addition, the Company on June 19 disclosed that it had
previously engaged in negotiations with certain holders of, or
managers of entities holding beneficial interests in, the
above-captioned notes (the "Notes," and such holders of the Notes,
together with the managers of entities holding beneficial interests
in the Notes, the "Noteholders") of which approximately US$1.775
billion in principal amount plus accrued interest is outstanding.
Prior to the date hereof, the Company executed confidentiality
agreements (the "Confidentiality Agreements") with the Noteholders
to facilitate discussions concerning the Company's capital
structure and potential alternatives for a proposed restructuring
of the Company. Pursuant to the Confidentiality Agreements, the
Company agreed to disclose publicly after the expiration of a
period set forth in the Confidentiality Agreements certain
information regarding the discussions and/or negotiations that have
taken place between the Company and the Noteholders concerning a
restructuring of the Company, as well as all material and certain
other confidential information concerning the Company that the
Company has provided to the Noteholders (the "Confidential
Information"). The information included in this press release and
certain information posted on the Company's website referenced
herein is being furnished to satisfy the Company's public
disclosure obligations of all material and certain other
Confidential Information under the Confidentiality Agreements. The
Confidentiality Agreements have terminated in accordance with their
terms, except as otherwise provided in the Confidentiality
Agreements.
Discussions with Noteholders
Representatives of the Company and the Company's financial and
legal advisors (the "Company Representatives") met with
representatives of the Noteholders and the Noteholders' financial
and legal advisors (the "Noteholder Representatives") beginning
during the week of June 8, 2015 to negotiate the terms of a
potential financial restructuring of the Company (a "Transaction")
between the Noteholders and the Company pursuant to which the
Noteholders would support a Transaction. As of the date hereof, an
agreement concerning the terms of a Transaction has not been
reached. While negotiations between the Noteholders and the
Company may continue in the future, there can be no assurance that
negotiations will continue or if they do continue that they will
result in an agreement regarding the terms of a Transaction.
In connection with the negotiations, the Company Representatives
held in-person meetings with the Noteholder Representatives on June
9, 2015 and June 10, 2015.
Confidential Information
Specifically, during the course of the negotiations, the Company
Representatives presented certain potential written restructuring
scenarios (the "Scenarios"). In addition, the Company
Representatives provided written answers to certain questions (the
"Answers") posed by certain of the Noteholder Representatives in
writing prior to June 8, 2015. On June 10, 2015, the Noteholder
Representatives provided to the Company Representatives a written
restructuring term sheet representing the terms of a potential
Transaction (the "Noteholder Term Sheet"). On June 16, 2015, in
response to the Noteholder Term Sheet, the Company Representatives
submitted to the Noteholder Representatives a written restructuring
term sheet representing the terms of a potential Transaction (the
"Company Term Sheet"). The Noteholder Term Sheet represents the
only term sheet or proposal delivered to date by the Noteholders to
the Company concerning the terms of a Transaction. The Scenarios
and the Company Term Sheet represent the only term sheets or
proposals delivered to date by the Company to the Noteholders
concerning the terms of a potential Transaction.
In addition to the disclaimers and qualifiers set forth in the
materials themselves, all statements made in the Scenarios, the
Company Term Sheet, and the Noteholder Term Sheet are in the nature
of settlement discussions and compromise, are not intended to be
and do not constitute representations of any fact or admissions of
any liability, and are for the purpose of attempting to reach a
consensual compromise and settlement. Nothing contained in the
Scenarios, the Company Term Sheet, and the Noteholder Term Sheet is
intended to or shall be construed to be an admission or a waiver of
any rights, remedies, claims, or causes of action or defenses. The
information contained in the Scenarios, the Company Term Sheet, and
the Noteholder Term Sheet is for discussion purposes only and shall
not constitute a commitment to vote for or consummate any
transaction described therein. The Noteholders have informed the
Company that none of the Noteholders is a temporary insider or
fiduciary of the Company or any of its subsidiaries or affiliates
or any creditor or equity owner of the Company or any of its
subsidiaries or affiliates, and each of the Noteholders expressly
disclaims any purported fiduciary duty to any such parties.
The Company has published the Scenarios, the Answers, the
Noteholder Term Sheet and the Company Term Sheet, in English and in
Portuguese, on its website, available at
http://www.oas.com.br/oas-com-1/home.htm
About OAS S.A.
The OAS Group is among the largest and most experienced
infrastructure companies in Brazil, focusing on heavy engineering
and equity investments in infrastructure projects located in and
outside Brazil and abroad for both public and private clients. The
OAS Group provides services in 22 countries in Latin America, the
Caribbean and Africa.
Based in Sao Paulo, Brazil, OAS S.A. is the holding company at the
apex of the OAS Group. Its share capital is divided between CMP
Participacoes Ltda. (owned by Mr. Cesar de Araujo Mata Pires),
which has a 90% stake, and LP Participacoes e Engenharia Ltda
(owned by Mr. Jose Adelmario Pinheiro Filho, which has a 10%
stake.
Amid an investigation into alleged corruption and money
laundering, and missed interest payments, OAS S.A. and its
affiliates Construtora OAS S.A., OAS Investments GmbH, and OAS
Finance Limited on March 31, 2015, commenced judicial
reorganization proceedings before the First Specialized Bankruptcy
Court of Sao Paulo pursuant to Federal Law No. 11.101 of February
9, 2005 of the laws of the Federative Republic of Brazil.
On April 15, 2015, OAS S.A., et al., filed Chapter 15 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 15-10937) in Manhattan,
in the United States to seek U.S. recognition of the Brazilian
proceedings. Renato Fermiano Tavares, as foreign representative,
signed the petitions. The cases are assigned to Judge Stuart M.
Bernstein. White & Case, LLP, serves as counsel in the U.S. cases.
OAS S.A. listed at least US$1 billion in assets and liabilities.
PARKVIEW ADVENTIST: Required to File Missing Documents by June 30
-----------------------------------------------------------------
Parkview Adventist Medical Center on the Petition Date failed to
file with the U.S. Bankruptcy Court for the District of Maine its
list of equity security holders, schedules of assets and
liabilities, statement of financial affairs, and statement
disclosing attorney compensation. According to an order signed by
Judge Peter G. Cary on June 16, 2015, the Debtor is required to
submit the missing documents by June 30, 2015. If the Bankruptcy
Code provides the opportunity to file a motion for an extension to
file the documents, the Debtor must file that motion by June 30.
If the Debtor fails to file the documents or a proper motion, the
Court will dismiss the case without further notice.
About Parkview Adventist
Parkview Adventist Medical Center, a Maine non-profit corporation,
operates the Parkview Hospital, a faith-based acute care community
hospital located in Brunswick, Maine, affiliated with the Seventh
Day Adventist Church. Its mission is to provide services
supporting the physical, emotional and spiritual wellness of its
patients.
Parkview sought Chapter 11 protection (Bankr. D. Maine Case No.
15-20442) in Portland, Maine, on June 16, 2015. The case is
assigned to Judge Peter G Cary.
The Debtor estimated $10 million to $50 million in assets and
debt.
According to the docket, the appointment of a health care ombudsman
is due by July 16, 2015. The deadline for filing claims is Oct. 7,
2015. The Debtor's plan and disclosure statement are due Oct. 14,
2015.
The meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for
July 9, 2015 at 1:00 p.m.
The Debtor is represented by George J. Marcus, Esq., at Marcus,
Clegg & Mistretta, PA, in Portlane, Maine.
QUICKSILVER RESOURCES: Needs Until Oct. 13 to Decide on Leases
--------------------------------------------------------------
Quicksilver Resources, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend the period within which they
may decide to assume or reject unexpired leases of nonresident real
property through and including October 13, 2015.
The Debtors tell the Court that the lessors under the unexpired
leases will not be prejudiced by the extension of time requested by
the Debtors because (i) the Debtors have performed -- and will
continue to perform -- in a timely manner their undisputed
obligations under the Unexpired Leases; and (ii) any lessor may
request that the Court fix an earlier date by which a Debtor must
assume or reject its Unexpired Lease in accordance with Section
365(d)(4) of the Bankruptcy Code. Thus, the Debtors assert, the
relief requested will not harm lessors, but will merely preserve
the status quo while the Debtors analyze the Unexpired Leases and
decide whether to assume or reject them.
While the Unexpired Leases are central to the Debtors' current
ability to operate and represent potentially valuable assets of the
Debtors' estates, the Debtors simply have not had sufficient time
to complete their analysis of, or develop a strategy with respect
to, whether the Unexpired Leases should be assumed, assigned or
rejected, Paul N. Heath, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, asserts. The Debtors' senior management
and legal staff simply have not had the time necessary to make
informed decisions regarding the Unexpired Leases, Mr. Heath says.
If the extension is not granted, the Debtors will be unable to
adequately consider whether or not the Unexpired Leases are
necessary, which may result in ill-informed decisions -- e.g.,
assuming an Unexpired Lease that should be rejected or rejecting an
Unexpired Lease that is either necessary or could otherwise be
successfully monetized -- that could harm the Debtors and their
stakeholders, Mr. Heath adds. The Debtors believe, however, that
the requested extension of time will allow them to make reasoned
decisions concerning each Unexpired Lease and its relative
importance to the Debtors' restructuring, Mr. Hearth further
asserts.
The Court sets the hearing on the motion for July 7, 2015 at 10:00
a.m. and the objection deadline for June 26.
The Debtors are represented by:
Paul N. Heath, Esq.
Amanda R. Steele, Esq.
Rachel L. Biblo, 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: heath@rlf.com
steele@rlf.com
biblo@rlf.com
-- and --
Charles R. Gibbs, Esq.
Sarah Link Schultz, Esq.
Travis A. McRoberts, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
1700 Pacific Avenue, Suite 4100
Dallas, TX 75201
Tel: (214) 969-2800
Fax: (214) 969-4343
Email: cgibbs@akingump.com
sschultz@akingump.com
tmcroberts@akingump.com
-- and --
Ashleigh L. Blaylock, Esq.
Robert S. Strauss Building
1333 New Hampshire Avenue, N.W.
Washington, DC 20036-1564
Tel: (202) 887-4000
Fax: (202) 887-4288
Email: blaylocka@akingump.com
About Quicksilver Resources
Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane. Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.
The company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana. The Company's Canadian subsidiary, Quicksilver
Resources Canada Inc., is headquartered in Calgary, Alberta.
On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11 of
title 11 of the United States Code in Delaware. The Debtors are
seeking joint administration under the main case, In re Quicksilver
Resources Inc. Case No. 15 10585. Quicksilver's Canadian
subsidiaries were not included in the chapter 11 filing.
The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP
in the U.S. and Bennett Jones in Canada. Richards Layton &
Finger, P.A., is legal co-counsel in the Chapter 11 cases.
Houlihan Lokey Capital, Inc. is serving as financial advisor.
Garden City Group Inc. is the claims and noticing agent.
The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion
in total assets, $2.35 billion in total liabilities and total
stockholders' deficit of $1.14 billion.
The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.
The bankruptcy case is assigned to Judge Laurie Selber Silverstein.
RADIOSCHACK CORP: Seeks July 6 Extension of Plan Filing Date
------------------------------------------------------------
Radioschack Corporation, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to further extend (i) the period during
which the Debtors have the exclusive right to file a Chapter 11
plan through and including July 6, 2015, and (ii) the period during
which the Debtors have the exclusive right to solicit acceptances
thereof through and including September 4, 2015.
The current exclusive plan filing period expired on June 2, 2015,
while the current exclusive solicitation period will expire on
August 4, 2015.
The Debtors are asking a short extension of the exclusive periods
so they may maintain the exclusive right to file and solicit a plan
while they seek confirmation of a liquidating plan next month. The
Debtors are continuing to make progress towards a plan, David M.
Fournier, Esq., at Pepper Hamilton LLP, in Wilmington, Delaware,
tells the Court. It is the desire of the Debtors and the Official
Committee of Unsecured Creditors to conclude the Chapter 11 cases
by confirming a plan of liquidation.
The Debtors filed a Chapter 11 Plan of Liquidation and accompanying
disclosure statement and asked the Court to schedule a combined
hearing for July 22, 2015.
Under the Plan, on the Effective Date, all Causes of Action will
be
transferred from the Liquidating Debtors to the Liquidating Trust.
Any recovery of Cash by the Liquidating Trustee on account of the
Causes of Action will be distributed pursuant to the terms of the
Plan and the Liquidating Trust Agreement.
The Plan follows the sale of about 1,700 of the Debtors' stores
and
the rights to their name to an affiliate of Standard General.
Standard General's bid for the chain's stores included a cash
contribution of $16.4 million. Standard General was declared the
new owner of the Radioshack brands with a winning auction bid of
$26.2 million.
The Debtors are represented by:
David M. Fournier, Esq.
Evelyn J. Meltzer, Esq.
Michael J. Custer, Esq.
PEPPER HAMILTON LLP
Hercules Plaza, Suite 5100
1313 N. Market Street
P.O. Box 1709
Wilmington, DE 19899
Tel: (302) 777-6500
Fax: (302) 421-8390
Email: fournierd@pepperlaw.com
meltzere@pepperlaw.com
custerm@pepperlaw.com
-- and --
David G. Heiman, Esq.
JONES DAY
901 Lakeside Avenue
Cleveland, OH 44114
Tel: (216) 586-3939
Fax: (216) 579-0212
Email: dgheiman@jonesday.com
-- and --
Gregory M. Gordon, Esq.
Dan B. Prieto, Esq.
JONES DAY
2727 N. Harwood Street
Dallas, TX 75201
Tel: (214) 220-3939
Fax: (214) 969-5100
Email: gmgordon@jonesday.com
dbprieto jonesday.com
-- and --
Thomas A. Howley, Esq.
Paul M. Green, Esq.
JONES DAY
717 Texas Suite 3300
Houston, TX 77002
Tel: (832) 239-3939
Fax: (832) 239-3600
Email: tahowley@jonesday.com
pmgreen jonesday.com
About RadioShack Corporation
Headquartered in Fort Worth, Texas, RadioShack (OTCMKTS: RSHCQ) --
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.
Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent the
Official Committee of Unsecured Creditors as
co-counsel. Houlihan Lokey Capital, Inc., serves as financial
advisor and investment banker.
The bankruptcy case is assigned to Judge Brendan L. Shannon.
RADIOSHACK CORP: Seeks Approval of $2.0-Mil. Settlement with Sprint
-------------------------------------------------------------------
Radioshack Corporation and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to approve a
settlement agreement with Sprint Solutions, Inc., under which
Sprint, among other things, will pay $20.0 million to the Debtors'
estates.
The Settlement Agreement contains the following terms, among
others:
(1) Termination of the RadioShack/Sprint Agreements. The
Settlement Agreement compromises and resolves all of the Parties'
respective claims under the Retailer Agreement and the Distribution
Agreement through May 21, 2015. After May 21, 2015, RadioShack may
in limited instances sell Sprint product, including consignment
inventory and prepaid airtime, at locations that were not
transferred to GW or Sprint under the Sale Order. The respective
payment obligations of RadioShack and Sprint with respect to any
post-May 21, 2015 transactions will be governed by the terms of the
Retailer Agreement and the Distribution Agreement. Notwithstanding
the foregoing, upon the entry of the Rule 9019 Order, all of the
RadioShack/Sprint Agreements, including the Retailer Agreement and
the Distribution Agreement, will be deemed terminated by mutual
agreement of the Parties as of the date of entry of the Rule 9019
Order. Each Party will promptly execute those documents as are
reasonably requested by the other Party in connection with the
termination.
(2) Settlement Payment. Within three business days after the
Effective Date, provided that the Rule 9019 Order has not been
theretofore reversed or stayed, Sprint will remit to the Debtors
the amount of $20,000,000. The Settlement Payment will be made by
wire transfer of immediately available funds, in accordance with
wire instructions to be timely provided by the Debtors to Sprint.
(3) Release of Claims Against Sprint. Upon the occurrence of the
Effective Date, each of the Debtors, release, discharge and waive,
unconditionally and irrevocably, any claims and counterclaims,
arising on or before the Effective Date may have against Sprint,
its affiliates. The Debtors' release of claims against Sprint
includes release and waiver of preference avoidance causes of
action.
(4) Release of Claims Against Debtors. Upon the occurrence of
the Effective Date, Sprint, on behalf of itself and its affiliates,
expressly releases, discharges and waives, any claims and
counterclaims arising on or before the Effective Date that Sprint
and its affiliates may have against the Debtors and their
affiliates. The release does not affect Sprint's right to seek
indemnification for any claims filed against Sprint for liability
claims occurring prior to the Closing Date; provided, however, that
Sprint agrees to seek collection, recovery or satisfaction of any
such indemnification claims solely from RadioShack's insurance
policies.
(5) Preservation of Rights Regarding Funds in Sprint Escrow
Account. The Parties have agreed to secure Sprint's claim with
respect to the End of Life Inventory with funds in the Sprint
Escrow Account, as set forth in the Settlement Agreement.
Otherwise, nothing in the Settlement Agreement shall be interpreted
to affect the Parties' respective rights under the documents
governing the Sale Transactions, including the Parties' respective
rights to the funds in the Sprint Escrow Account.
(6) Preservation of Rights Regarding End of Life Inventory. The
Parties' rights are preserved with respect to the End of Life
Inventory. The Debtors will work in good faith, and in combination
with GW, to either return or pay for the End of Life Inventory.
The amount of $441,592.79 in the Sprint Escrow Account will be
designated to secure Sprint's claim against the Debtors for the End
of Life Inventory, and to the extent Debtors are responsible to
Sprint for payment, such payment may be satisfied from the escrow.
(7) Preservation of Rights Regarding Claims of Sprint Not
Released. To the extent Sprint's claims are not released under the
Settlement Agreement, Sprint will not be required to file a proof
of claim in the Bankruptcy Cases to preserve such claims.
The Debtors' counsel, Michael J. Custer, Esq., at Pepper Hamilton
LLP, in Wilmington, Delaware, tells the Court that recognizing the
costs and risks inherent in any litigation over these matters, the
Parties have negotiated the Settlement Agreement, which resolves
substantially all claims under the Retailer Agreement and the
Distribution Agreement, including, without limitation, claims in
respect of the Residual Payments, the Sprint Product Associate
Special Payment Incentive Plan for Fast Sales Claim and the Other
Contractual Claims. He further tells the Court that although the
Settlement Agreement has not yet been executed, the Debtors
anticipate that it will be signed by the Parties before any hearing
on the Motion.
The Official Committee of Unsecured Creditors objected to the
Debtors' Settlement Motion, saying that while it supports the
Debtors' efforts to consensually resolve their disputes with Sprint
Solutions, and has no reason to doubt that the $20 million to be
paid by Sprint Solutions under the Settlement Agreement represents
a fair compromise of the Debtors' rights and interests in the
numerous disputes explicitly addressed in the Settlement Motion –
i.e., all issues concerning the Retailer Agreement, Distribution
Agreement, SPIFF Claim, Residual Payments, and Other Contractual
Claims, the Committee cannot support the Debtors' release of claims
under Section 547 of the Bankruptcy Code against Sprint Solutions
and all of its "affiliates."
The Committee's counsel, Christopher M. Samis, Esq., at Whiteford,
Taylor & Preston LLC, in Wilmington, Delaware, argues that
preference actions were not discussed in the Debtors' motion, other
than an explicit statement that they were being released. Mr.
Samis notes that Sprint Solutions and its affiliates, including
Boost Mobile and Virgin Mobile, received more than $81 million in
payments during the 90 days preceding the commencement of these
cases and that after extensive analysis of these payments, it
appears that at least $5.5 million are avoidable under Section 547
after application of qualifying affirmative defenses.
Mr. Samis further argues that despite the fact that the Preference
Payments amount to more than one-quarter of the cash consideration
being provided by Sprint Solutions under the Settlement Agreement,
the Settlement Motion provides absolutely no information whatsoever
concerning the value of the preferences being released, whether
there was substantial, or any, negotiation between the parties
regarding these claims, or even whether the Debtors considered the
Preference Payments in reaching the settlement.
The Debtors are represented by:
David M. Fournier, Esq.
Evelyn J. Meltzer, Esq.
Michael J. Custer, Esq.
PEPPER HAMILTON LLP
Hercules Plaza, Suite 5100
1313 N. Market Street
P.O. Box 1709
Wilmington, DE 19899-1709
Telephone: (302)777-6500
Facsimile: (302)421-8390
Email: fournierd@pepperlaw.com
meltzere@pepperlaw.com
custerm@pepperlaw.com
-- and --
David G. Heiman, Esq.
JONES DAY
901 Lakeside Avenue
Cleveland, OH 44114
Telephone: (216) 586-3939
Facsimile: (216) 579-0212
Email: dgheiman@jonesday.com
-- and --
Gregory M. Gordon, Esq.
JONES DAY
2727 N. Harwood Street
Dallas, TX 75201
Telephone: (214) 220-3939
Facsimile: (214) 969-5100
Email: gmgordon@jonesday.com
-- and --
Thomas A. Howley, Esq.
Paul M. Green, Esq.
JONES DAY
717 Texas Suite 3300
Houston, TX 77002
Telephone: (832) 239-3939
Facsimile: (832) 239-3600
Email: tahowley@jonesday.com
pmgreen@jonesday.com
The Creditors' Committee is represented by:
Christopher M. Samis, Esq.
L. Katherine Good, Esq.
WHITEFORD, TAYLOR & PRESTON LLC
The Renaissance Centre, Suite 500
405 North King Street
Wilmington, DE 19801
Telephone: (302) 353-4144
Facsimile: (302) 661-7950
Email: csamis@wtplaw.com
kgood@wtplaw.com
-- and --
Jay R. Indyke, Esq.
Cathy Hershcopf, Esq.
COOLEY LLP
1114 Avenue of the Americas
New York, New York 10036
Telephone: (212) 479-6000
Facsimile: (212) 479-6275
Email: jindyke@cooley.com
chershcopf@cooley.com
About RadioShack Corporation
Headquartered in Fort Worth, Texas, RadioShack (OTCMKTS: RSHCQ)
--
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.
Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent the
Official Committee of Unsecured Creditors as co-counsel. Houlihan
Lokey Capital, Inc., serves as financial advisor and investment
banker.
* * *
Radioshack Corporation, et al., has filed with the U.S. Bankruptcy
Court for the District of Delaware a Chapter 11 Plan of
Liquidation, which provides that all Causes of Action will be
transferred from the Liquidating Debtors to the Liquidating Trust.
Any recovery of Cash by the Liquidating Trustee on account of the
Causes of Action will be distributed pursuant to the terms of the
Plan and the Liquidating Trust Agreement.
The Plan follows the sale of about 1,700 of the Debtors' stores
and
the rights to their name to an affiliate of Standard General.
Standard General's bid for the chain's stores included a cash
contribution of $16.4 million. Standard General was declared the
new owner of the Radioshack brands with a winning auction bid of
$26.2 million.
The Court will convene a hearing on June 25 at 9:30 a.m. (Eastern
Time) to consider approval of the proposed solicitation
procedures.
Objections to the proposed solicition procedures are due on or
before June 18.
A full-text copy of the Plan dated June 12, 2015, is available
at http://bankrupt.com/misc/RADIOSHACKplan0612.pdf
RR DONNELLEY: Moody's Affirms 'Ba2' CFR & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service changed RR Donnelley & Sons Company's
(RRD) ratings outlook to stable from negative and affirmed the
company's Ba2 corporate family rating (CFR) and Ba2-PD probability
of default rating (PDR). As part of the same rating action,
Moody's affirmed ratings on RRD's outstanding debt instruments and
liquidity arrangements.
The outlook change is prompted by Moody's expectation that RRD's
leverage of debt-to-EBITDA will decline below 3x by mid-2016. While
Moody's anticipates continued acquisition activity, RRD is expected
to generally finance future acquisitions using approximately 50%
cash and 50% equity.
These summarizes rating actions and RR Donnelley's ratings:
Issuer: R.R. Donnelley & Sons Company
Outlook, Change to Stable from Negative
Corporate Family Rating, affirmed at Ba2
Probability of Default Rating, affirmed at Ba2-PD
Speculative Grade Liquidity Rating, affirmed at SGL-2
Senior Secured Bank Credit Facility, affirmed at Baa2 (LGD1)
Senior Unsecured Regular Bond/Debenture, affirmed at Ba3 (LGD4)
Senior Unsecured Shelf, affirmed at (P)Ba3
RATING RATIONALE
RR Donnelley's Ba2 corporate family rating is primarily driven by
its size and leadership position on North American commercial
printing and our expectation that leverage will be reduced below 3x
in 2016 after recent acquisitions are absorbed. Moody's expects
Donnelley to continue to make acquisitions to shift the company's
focus away from printing, which is in structural decline, and to do
so with some of its free cash flow, while the rest is used to
reduce debt, albeit slowly.
Rating Outlook
The outlook is stable because Moody's expects RRD's leverage of
debt-to-EBITDA to decline below 3.0x by mid-2016.
What Could Change the Rating -- Up
The rating could be upgraded if Moody's expects:
Sustained Debt-to-EBITDA leverage below 2.5x (3.8x at 31Mar15)
Sustained free cash flow-to-debt above 10% (5.3% at 31Mar15)
Stronger industry fundamentals
Solid liquidity arrangements
What Could Change the Rating -- Down
The rating could be downgraded if Moody's expects:
Interruption of de-levering progress towards the bottom end of
management's leverage of Debt-to-EBITDA guidance range of
2.25x to 2.75x (equates to approximately 2.75x to 3.25x
on a Moody's-adjusted basis; 3.8x at 31Mar15)
Sustained free cash flow-to-debt below 5% (5.3% at 31Mar15)
Further deterioration in industry fundamentals
Weaker liquidity arrangements
Corporate Profile
Headquartered in Chicago, Illinois, R.R. Donnelley & Sons Company
(RR Donnelley) is North America's largest commercial printing
company, with annual revenues of approximately $11.7 billion of
which 77% comes from North American operations while 23% is
international. RR Donnelley provides publishing and retail
services, variable print services, and strategic services.
SEARS HOLDINGS: Edward Lampert Reports 52.5% Stake as of June 15
----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Edward S. Lampert disclosed that as of June 15, 2015,
he beneficially owned 61,516,000 shares of common stock of Sears
Holdings Corporation, which represents 52.5 percent of the shares
outstanding.
In grants of shares of Sears Holdings Common Stock by Sears
Holdings on April 30, 2015, and May 29, 2015, Mr. Lampert acquired
an additional 23,555 shares of Holdings Common Stock. Mr. Lampert
received the shares of Holdings Common Stock as consideration for
serving as chief executive officer and no cash consideration was
paid by Mr. Lampert in connection with the receipt of those shares
of Holdings Common Stock.
A copy of the regulatory filing is available for free at:
http://is.gd/zIMobx
About Sears
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
For the year ended Jan. 31, 2015, the Company reported a net loss
attributable to Holdings' shareholders of $1.68 billion compared to
a net loss attributable to Holdings' shareholders of $1.36 billion
for the year ended Feb. 1, 2014. As of May 2, 2015, Sears Holdings
had $13.3 billion in total assets, $14.5 billion in total
liabilities, and a $1.20 billion total deficit.
* * *
Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'. The rating
outlook is stable.
The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy. He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."
As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.
Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.
SEQUENOM INC: Welcomes Catherine Mackey to Board of Directors
-------------------------------------------------------------
Sequenom, Inc., held its 2015 annual meeting at which the Company's
stockholders:
(i) elected Kenneth F. Buechler, Myla Lai-Goldman, Richard A.
Lerner, Ronald M. Lindsay, Catherine J. Mackey, David
Pendarvis, Charles P. Slacik, Dirk van den Boom and
William Welch as directors to hold office until the annual
meeting of stockholders in 2016;
(ii) approved an amendment to the Company's Restated
Certificate of Incorporation to increase the number of
authorized shares of common stock from 185,000,000 to
275,000,000 shares;
(iii) approved, on an advisory basis, the compensation of the
Company's named executive officers; and
(iv) ratified the selection by the Company's Audit Committee
of Ernst & Young LLP as the Company's independent
registered public accounting firm for the fiscal year
ending Dec. 31, 2015.
Dr. Mackey has also been appointed to the Audit and Nominating and
Corporate Governance committees of the Company's Board of
Directors.
"We are pleased to welcome Dr. Mackey to our board, and we look
forward to drawing on her more than 30 years of executive
leadership and strong expertise in research and development as we
expand our testing portfolio and drive continued growth for the
company," said Kenneth F. Buechler, Ph.D., Chairman of Sequenom,
Inc.'s Board of Directors.
Dr. Mackey is currently the chief executive officer of CYPrus
Therapeutics, Inc., a privately-held small molecule pharmaceutical
development company. She is a special advisor to Fortis Advisors
LLC, and serves on the scientific advisory boards of FHOOSH, Inc.
and Cypher Genomics. In addition, Dr. Mackey is a director and a
member of the Finance and Audit & Compliance Committees of Rady
Children's Hospital and is past-chair of CONNECT. Dr. Mackey
currently serves on the boards of privately-held companies Cour
Pharmaceutical Development Company (Chair), Evolve Biosystems, Inc.
and Viventia Bio, Inc.
Prior to her current roles, Dr. Mackey served as the senior vice
president of Worldwide Research and Development at Pfizer Inc. from
2001 through 2010 and is credited with leading Pfizer's La Jolla
Labs to become one of Pfizer's most successful R&D sites. Before
that, Dr. Mackey was vice president of Strategic Alliances at
Pfizer's R&D headquarters in Connecticut and the Leader of Genomic
and Proteomic Sciences at Pfizer. Leading up to her time at
Pfizer, Dr. Mackey held positions of increasing responsibility for
DEKALB Genetics including Vice President and Head of Research and
Development.
Dr. Mackey received her B.S. and Ph.D. degrees in microbiology from
Cornell University.
About Sequenom
Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.
As of March 31, 2015, Sequenom had $145.45 million in total assets,
$161 million in total liabilities and a $15.1 million total
stockholders' deficit.
"If we fail to generate enough cash flow from our operations or
otherwise obtain the capital necessary to fund our operations, our
financial results, financial condition and our ability to continue
as a going concern will be adversely affected and we will have to
cease or reduce further commercialization efforts or delay or
terminate some or all of our diagnostic testing services or other
product development programs," the Company said in its 2014 annual
report.
SHOAL GAMES: Incurs $722K Net Loss in First Quarter
---------------------------------------------------
Shoal Games Ltd. filed its quarterly report on Form 10-Q,
disclosing a net loss of $721,660 on $8,692 of revenues for the
three months ended March 31, 2015, compared with a net loss of
$352,692 on $7,514 of revenues for the same period in 2014.
The Company's balance sheet at March 31, 2015, showed $3.25 million
in total assets, $133,000 in total liabilities, and stockholders'
equity of $3.12 million.
The Company reported losses from operations for the quarters ended
March 31, 2015 and 2014, and has an accumulated deficit of
$16,163,114 as at March 31, 2015. This raises substantial doubt
about the Company's ability to continue as a going concern,
according to the regulatory filing.
A copy of the Form 10-Q is available at:
http://is.gd/FwwxmS
About Shoal Games
Shoal Games Ltd. owns and operates a non-gambling, social bingo
product. It owns Trophy Bingo, a puppy themed non-gambling social
bingo game, live in the Google Play Store and the Apple App Store.
The company was formerly known as Bingo.com, Ltd. and changed its
name to Shoal Games Ltd. in January 2015. Shoal Games Ltd. was
founded in 1987 and is based in The Valley, Anguilla.
The Company reported net income of $5.06 million on $32,500 of
total revenue for the year ended Dec. 31, 2014, compared with a net
loss of $788,000 million on $26,400 of total revenue in 2013.
Davidson & Company LLP expressed substantial doubt about the
Company's ability to continue as a going concern, citing that Shoal
Games Ltd. (formerly Bingo.com, Ltd.) has suffered recurring losses
from operations and has a net capital deficiency.
SIGA TECHNOLGIES: Court Denies Bid to Disband Creditor's Committee
------------------------------------------------------------------
The Hon. Sean H. Lane of the Bankruptcy Court Southern District of
New York denied Siga Technologies, Inc.'s motion to disband the
Statutory Creditors' Committee.
Objections to the Debtor's motion were filed by the Committee and
the Office of the United States Trustee for the Southern District
of New York.
"For the reasons set forth by the Court on the record of the
hearing, the Motion is denied without prejudice," Judge Lane
ruled.
In its motion, the Debtor told Judge Lane that as a result of the
Court's recent approval of its bid to assume a contract with
Albemarle Corporation, the committee shortly will consist of one
creditor, PharmAthene Inc. In addition to the fact that having a
"committee" of one is a completely anomalous situation and totally
antithetical to the express terms and intent of the Bankruptcy
Code, PharmAthene must not be permitted to use a statutory
fiduciary, the professional fees and expenses of which are funded
by the Debtor's estate, to pursue its own parochial interests
against its litigation adversary.
According to the Debtor, it is improper and incongruous for a
Debtor to be funding a committee comprised of one creditor that has
been the Debtor's adversary in litigation for more than eight years
and that already has demonstrated its lack of concern for the
Committee's fiduciary duties.
The Debtor added PharmAthene has more than adequate resources and
was more than capable of representing its own interests in this
case. It said the Committee should no longer be used as
PharmAthene's pretext.
About SIGA Technologies
Publicly held SIGA Technologies, Inc., with headquarters in Madison
Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats. SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.
SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is
assigned to Judge Sean H. Lane.
The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.
The Debtor disclosed total assets of $131,669,746 and $7,954,645 in
liabilities as of the Chapter 11 filing.
The Statutory Creditors' Committee is represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
Proskauer Rose LLP. The Committee tapped to retain Guggenheim
Securities, LLC, as its financial advisor and investment banker.
SILICON GENESIS: Alston & Bird to Enforce $477K Judgment
--------------------------------------------------------
The Hon. M. Elaine Hammond of the Bankruptcy Court for the Northern
District of California authorized Silicon Genesis Corporation to
employ Alston & Bird, LLP, as special counsel.
Alston & Bird is expected to appear and represent the Debtor in all
matters necessary and appropriate to pursue, protect and otherwise
enforce the Debtor's judgment in the amount of $476,925 against
LegalForce, Inc., and Raj Abhyanker Professional Corporation.
Prior to the Petition Date, the Debtor retained Alston & Bird to
represent it in an action against LegalForce, Inc., and Raj
Abhyanker Professional Corporation (collectively the "Judgment
Debtors") relating to breach of a sublease. On Dec. 30, 2014,
final judgment was entered jointly and severally against LegalForce
and RAPC in the amount of $476,925, in the action styled Silicon
Genesis Corporation v. Trademarkia, Inc. (d/b/a LegalForce, Inc.),
Raj Abhyanker P.C. (d/b/a LegalForce RACP Wordwide), filed in the
Superior Court of Santa Clara County.
As of the Petition Date, Alston & Bird held a claim in the amount
of $30,000 for services rendered to the Debtor, which amount will
only be paid pursuant to a confirmed chapter 11 plan.
The Debtor has agreed to compensate Alston & Bird on an hourly
basis for postpetition judgment collection services, plus
reimbursement of actual, necessary expenses incurred, contingent
upon collection under the judgment. However, Alston & Bird's
compensation for postpetition services will be capped at $25,000,
except to the extent Alston & Bird recovers fees and costs that
otherwise would be incurred by SiGen from the Judgment Debtors
pursuant to the judgment and California law.
J. Andrew Howard, a partner with the law firm of Alston & Bird,
told the Court that the firm's negotiated hourly rates are:
Mr. Howard $450
Whitney Chelgren $325
David Hibbert $255
Objection
Firsthand Technology Value Fund, Inc., secured creditor, filed an
objection, stating that the application fails to provide sufficient
information for the Court, creditors, or other parties-in-interest
to determine whether employment of Alston is appropriate.
Firsthand also said that Alston's continued involvement is not
reasonable. A judgment for Debtor was entered on Jan. 2, 2015, in
the total amount of $476,925 and Alston has apparently been taking
collection efforts to enforce the judgment. Firsthand says there
is nothing in the application that indicates, in any way, that they
are experienced in maximizing collection cases in order to
efficiently and effectively pursue remedies on the estate's behalf
in order to maximize the return to the estate.
About Silicon Genesis
Silicon Genesis Corporation filed a Chapter 11 bankruptcy petition
(N.D. Cal. Case No. 15-50525) on Feb. 17, 2015. Theodore E. Fong,
the president and CEO, signed the petition.
Judge Elaine Hammond presides over the case. Kevin W. Coleman,
Esq., Schnader Harrison Segal and Lewis LLP represents the Debtor
as counsel.
The Debtor disclosed $16,559,802 in assets and $7,951,043 in
liabilities.
SILICON GENESIS: CEO Approved as Responsible Individual
-------------------------------------------------------
The Hon. M. Elaine Hammond of the U.S. Bankruptcy Court for the
Northern District of California approved the appointment of:
Theodore E. Fong, president and CEO
Silicon Genesis Corporation
2424 Walsh Avenue
Santa Clara, CA 95051
Tel: (408) 228-5885
as responsible individual to perform duties and obligations of
Silicon Genesis as debtor-in-possession during the pendency of the
Chapter 11 case of Silicon Genesis Corporation.
Mr. Fong has been an officer of SiGen for approximately 15 years,
and since 2012, has served as its president and CEO. He is
familiar with the Debtor's day-to-day operations, and is competent
to perform the duties and obligations of the debtor-in-possession.
About Silicon Genesis
Silicon Genesis Corporation filed a Chapter 11 bankruptcy petition
(N.D. Cal. Case No. 15-50525) on Feb. 17, 2015. Theodore E. Fong,
the president and CEO, signed the petition. Judge Elaine Hammond
presides over the case. Kevin W. Coleman, Esq., Schnader Harrison
Segal and Lewis LLP represents the Debtor as counsel. The Debtor
disclosed $16,559,802 in assets and $7,951,043 in liabilities.
SILICON GENESIS: Schnader Harrison Okayed as Bankruptcy Counsel
---------------------------------------------------------------
The Hon. M. Elaine Hammond of the U.S. Bankruptcy Court for the
Northern District of California authorized Silicon Genesis
Corporation to employ Schnader Harrison Segal & Lewis LLP as
general bankruptcy counsel.
Any compensation payable to SHSL for rendering services to the
Debtor in connection with the case will be subject to further order
of the Court after consideration of an appropriate application
under Bankruptcy Code Sections 330 and 331.
Firsthand Technology Value Fund, Inc., secured creditor, filed an
objection to the application, stating that, among other things:
1. SHSL does not meet its burden to demonstrate that it is
disinterested as required by Section 327(a) of the Bankruptcy Code;
and
2. the application fails to provide sufficient information for
the Court, creditors, or other parties-in-interest to determine
whether employment of SHSL is appropriate regarding the $350,000
transfer. While SHSL takes great pains to discuss the $50,000
retainer it received from Debtor, it generally glosses over the
$350,000 transferred to SHSL by Debtor on Feb. 10, 2015.
SHSL can be reached at:
Kevin W. Coleman, Esq.
Todd B. Holvick, Esq.
SCHNADER HARRISON SEGAL & LEWIS LLP
650 California Street, 19th Floor
San Francisco, CA 94108
Tel: (415) 364-6700
Fax: 415-364-6785
E-mail: kcoleman@schnader.com
tholvick@schnader.com
Firsthand Technology is represented by:
Kathryn S. Diemer, Esq.
DIEMER, WHITMAN & CARDOSI, LLP
75 E. Santa Clara Street, Suite 290
San Jose, CA 95113
Tel: (408) 971-6270
Fax: (408) 971-6271
About Silicon Genesis
Silicon Genesis Corporation filed a Chapter 11 bankruptcy petition
(N.D. Calif. Case No. 15-50525) on Feb. 17, 2015. Theodore E. Fong
signed the petition as president and CEO. The Debtor estimated
assets of $10 million to $50 million and liabilities of $1 million
to $10 million.
Judge Elaine Hammond presides over the case. Kevin W. Coleman,
Esq., Schnader Harrison Segal and Lewis LLP represents the Debtor
as counsel.
The Debtor disclosed $16,559,802 in assets and $7,951,043 in
liabilities.
SILICON GENESIS: Schnader Harrison Okayed as Bankruptcy Counsel
---------------------------------------------------------------
The Hon. M. Elaine Hammond of the U.S. Bankruptcy Court for the
Northern District of California authorized Silicon Genesis
Corporation's application to employ Schnader Harrison Segal & Lewis
LLP as general bankruptcy counsel.
Any compensation payable to SHSL for rendering services to the
Debtor in connection with the case will be subject to further order
of the Court after consideration of an appropriate application
under Sections 330 and 331 of the Bankruptcy Code.
Firsthand Technology Value Fund, Inc., secured creditor, has
objected to the application stating that, among other things:
1. SHSL does not meet its burden to demonstrate that it is
disinterested as required by Section 327(a) of the Bankruptcy Code;
and
2. the application fails to provide sufficient information for
the Court, creditors, or other parties-in-interest to determine
whether employment of SHSL is appropriate regarding the $350,000
transfer. While SHSL takes great pains to discuss the $50,000
retainer it received from Debtor, it generally glosses over the
$350,000 transferred to SHSL by Debtor on Feb. 10, 2015.
SHSL can be reached at:
Kevin W. Coleman, Esq.
Todd B. Holvick, Esq.
SCHNADER HARRISON SEGAL & LEWIS LLP
650 California Street, 19th Floor
San Francisco, CA 94108
Tel: (415) 364-6700
Fax: 415-364-6785
E-mail: kcoleman@schnader.com
tholvick@schnader.com
Firsthand Technology is represented by:
Kathryn S. Diemer, Esq.
DIEMER, WHITMAN & CARDOSI, LLP
75 E. Santa Clara Street, Suite 290
San Jose, CA 95113
Tel: (408) 971-6270
Fax: (408) 971-6271
About Silicon Genesis
Silicon Genesis Corporation filed a Chapter 11 bankruptcy petition
(N.D. Calif. Case No. 15-50525) on Feb. 17, 2015. Theodore E. Fong
signed the petition as president and CEO.
Judge Elaine Hammond presides over the case. Kevin W. Coleman,
Esq., Schnader Harrison Segal and Lewis LLP represents the Debtor
as counsel.
The Debtor disclosed $16,559,802 in assets and $7,951,043 in
liabilities.
SILICON GENESIS: Stadheim Okayed to Pursue and Enforce Patents
--------------------------------------------------------------
The Hon. M. Elaine Hammond of the Bankruptcy Court for the Northern
District of California authorized Silicon Genesis Corporation to
employ Stadheim & Grear, Ltd., as special counsel, effective as of
the Petition Date.
Stadheim is expected to represent the Debtor in all matters
necessary and appropriate to pursue, protect and otherwise enforce
the Debtor's patents.
Rolf O. Stadheim will act as lead attorney in pursuing SiGen's
licensing and patent infringement claims.
The Debtor's contingency fee arrangement with Stadheim is approved
pursuant to Section 328(a) of the Bankruptcy Code. The Debtor has
agreed to compensate Stadheim on a contingency fee of 33% of any
and all income received, without any deduction for expenses, from
Stadheim's representation.
The retention agreement between the Debtor and Stadheim further
provides that the Debtor will deposit $350,000 in a client trust
account that will be used to reimburse Stadheim for past and future
expenses incurred in the scope of its representation.
Mr. Stadheim has performed a conflicts check with regard to the
Debtor. Based upon this review, Mr. Stadheim has determined that
neither he nor Stadheim hold or represent any interest adverse to
the Debtor or the estate with respect to the matter on which
Stadheim is to be employed.
The Court also ordered that if Stadheim deems it necessary to
associate local counsel, consultant(s), or other professional(s) to
assist it in performing services to the estate, or (e) requires
that the Court enter an order authorizing the employment of such
person or entity, Stadheim will notify the Debtor's bankruptcy
counsel Schnader Harrision Segal & Lewis LLP so that SHSL can
prepare and file the required employment application.
The Court specifically orders that secured creditor, Firsthand
Technology Value Fund, Inc's right to object to any and all fees,
including fees of local counsel, consultants, or other
professionals are preserved to be raised at any point in the fee
application process.
Firsthand Technology, in its objection, said that the Debtor cannot
employ a creditor of its bankruptcy to perform services on its
behalf. Stadheim accepted $350,000 from Debtor on the eve of
bankruptcy. These funds are the cash collateral of secured
creditor. The Debtor made the transfer without the permission of
secured creditor.
About Silicon Genesis
Silicon Genesis Corporation filed a Chapter 11 bankruptcy petition
(N.D. Calif. Case No. 15-50525) on Feb. 17, 2015. Theodore E. Fong
signed the petition as president and CEO.
Judge Elaine Hammond presides over the case. Kevin W. Coleman,
Esq., Schnader Harrison Segal and Lewis LLP represents the Debtor
as counsel.
The Debtor disclosed $16,559,802 in assets and $7,951,043 in
liabilities.
SILICON GENESIS: Taps Berkeley Research as Financial Advisor
------------------------------------------------------------
Silicon Genesis Corporation asks the U.S. Bankruptcy Court for the
Northern District of California for permission to employ Berkeley
Research Group, LLC, as financial advisor and expert witness
effective as of April 3, 2015.
BRG will, among other things, advise the Debtor with its response
to secured creditor Firsthand Technology Value Fund, Inc.'s
opposition to the cash collateral motion, including acting as an
expert witness to establish aspects of the Debtor's analysis of the
net present value of the relevant license agreements.
On April 13, 2015, BRG executed a retention agreement with the
Debtor. However, in view of the constraints on SiGen's ability to
use cash collateral at the time, Schnader Harrison Segal & Lewis
LLP agreed to pay BRG a retainer in the amount of $10,000, which
sum will be submitted as an expense item when SHSL files its first
interim application for compensation.
BRG has performed a conflicts check with regard to the Debtor.
Based upon the review, it has determined that BRG does hold or
represent any interest adverse to the Debtor or the estate.
About Silicon Genesis
Silicon Genesis Corporation filed a Chapter 11 bankruptcy petition
(N.D. Calif. Case No. 15-50525) on Feb. 17, 2015. Theodore E. Fong
signed the petition as president and CEO.
Judge Elaine Hammond presides over the case. Kevin W. Coleman,
Esq., Schnader Harrison Segal and Lewis LLP represents the Debtor
as counsel.
The Debtor disclosed $16,559,802 in assets and $7,951,043 in
liabilities.
SILICON GENESIS: U.S. Trustee Balks at Payment Method for Sensiba
-----------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 17, objected to
Silicon Genesis Corporation's application to employ Sensiba San
Filippo, LLP, Certified Public Accountant and Business Advisors as
tax accountant, stating that the proposed methodology for payment
to Sensiba violates the provisions of the Bankruptcy Code and the
Federal Rules of Bankruptcy Procedure.
In the application, the Debtor proposed that Sensiba receive a flat
fee of $8,500, to be paid upon delivery of the completed returns,
without further court order. However, Rule 2002(a)(6) of the
Federal Rules of Bankruptcy Procedure requires 21 days' notice to
creditors of any hearing on a request for compensation that exceeds
$1,000.
The Debtor's motion noted that Sensiba will prepare the Debtor's
2013 Federal and California tax returns and any required tax
returns that become due postpetition.
According to the Debtor, the 2013 federal and state tax returns are
due June 15, 2015, and timely compliance is imperative. Timely
employment of Sensiba is needed in order to permit Sensiba to
gather necessary information, to prepare related tax work papers,
including computation of the applicant's taxable income, and to
prepare complete and accurate timely filed tax returns by June 15.
Sensiba has agreed to perform the services with respect to the
preparation and completion of the 2013 tax returns for a flat fee
of $8,500. The Debtor seeks authority to pay Sensiba the agreed
fee for the preparation of the 2013 tax returns, without further
Court order, upon delivery of the completed returns.
To the extent further services are requested and provided, a
separate fee application will be filed by the Debtor before payment
to Sensiba. With respect to any other services requested and
provided to the Debtor, Sensiba will bill the Debtor using its
standard hourly rates, which range from $65 to $400 depending on
the professional providing the requested services for the Debtor,
and for out-of-pocket expenses.
To the best of the Debtor's knowledge, Sensiba does not hold or
represent any interest adverse to the Debtor or the Debtor's
estate.
About Silicon Genesis
Silicon Genesis Corporation filed a Chapter 11 bankruptcy petition
(N.D. Cal. Case No. 15-50525) on Feb. 17, 2015. Theodore E. Fong,
president and CEO, signed the petition.
Judge Elaine Hammond presides over the case. Kevin W. Coleman,
Esq., Schnader Harrison Segal and Lewis LLP represents the Debtor
as counsel.
The Debtor disclosed $16,559,802 in assets and $7,951,043 in
liabilities.
SILVERADO STREET: Tapped James J. Lee as Bankruptcy Counsel
-----------------------------------------------------------
Silverado Street, LLC filed an amended application with the U.S.
Bankruptcy Court for the Southern District of California seeking
permission to employ James J. Lee, Esq., as general bankruptcy
counsel.
According to the Debtor, due to the objection of the U.S. Trustee
that the application must seek nunc pro tunc employment approval,
the Debtor refiled the application as nunc pro tunc application and
set for hearing for all creditors.
As reported in the Troubled Company Reporter on April 23, 2015,
according to the U.S. Trustee, the application was never serve on
the Acting U.S. Trustee at the e-mail address that the applicant
should have served. The U.S. Trustee also noted that Mr. Lee
previously represented Georgiou Trust in a proceeding in the State
Court regarding a foreclosure proceedings related in lieu
priorities on property located on Prospect Place. Georgiou Trust
is a creditors in the Debtor's case.
As reported in the Troubled Company Reporter on April 13, 2015, the
Debtor has tapped James Lee to:
(a) advise the Debtor with respect to the requirements of the
Bankruptcy Court, the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, and the Office of the United States
Trustee;
(b) advise the Debtor with respect to the rights and remedies
of their bankruptcy estate and the rights, claims, and
interests of creditors;
(c) advise and consult in the representation of Debtor in any
adversary proceeding where the Debtor is or may be
represented by special counsel;
(d) advise, consult, and represent Debtor in such legal actions
as are necessary concerning the use and disposition of
property of the estate including use of cash collateral,
defense of motions to lift or modify the automatic stay,
and the assumption or rejection of unexpired leases and
executory contracts;
(e) advise, consult, and prosecute the approval of a Chapter 11
Plan or Reorganization, including the preparation of a
Disclosure Statement; and
(f) advise and consult with Debtor or post-confirmation
bankruptcy basis until time of closing of this Chapter 11
case.
Mr. Lee's hourly fee is $375 per hour. Mr. Lee will seek
reimbursement of fees and expenses in accordance with the
guidelines promulgated by the Office of the U.S. Trustee for the
Southern District of California.
Mr. Lee assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.
About Silverado Street
Silverado Street, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Cal. Case No. 14-09543) on Dec. 9, 2014. The Debtor
disclosed total assets of $21.8 million and total liabilities of
$11.3 million.
Judge Christopher B. Latham presides over the case. James Lee,
Esq., at Legal Offices of James J. Lee, represents the Debtor in
its restructuring effort.
The U.S. Trustee has not formed a committee of unsecured creditors
due to an insufficient number of those willing to serve in the
committee.
SILVERADO STREET: Taps Cali Realty to Manage La Jolla Property
--------------------------------------------------------------
Silverado Street, LLC, asks the U.S. Bankruptcy Court for the
Southern District of California for permission to employ Cali
Realty as managing officer/owner and associated broker to lease and
manage its real property.
Michael Christopher, managing owner, and his associate broker
Kimberly Ann Fanelli to lease up and manage the real property
located at 7725 Prospect Place, La Jolla, California.
The Debtor has agreed to pay brokers commission of 5% of lease
payment to lease up subject property. The Debtor has agreed to pay
4% of lease payment for continued property management.
About Silverado Street
Silverado Street, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Cal. Case No. 14-09543) on Dec. 9, 2014. The Debtor
disclosed total assets of $21.8 million and total liabilities of
$11.3 million.
Judge Christopher B. Latham presides over the case. James Lee,
Esq., at Legal Offices of James J. Lee, represents the Debtor in
its restructuring effort.
The U.S. Trustee has not formed a committee of unsecured creditors
due to an insufficient number of those willing to serve in the
committee.
SILVERADO STREET: Taps Dale Curtis to Appraise La Jolla Property
----------------------------------------------------------------
Silverado Street, LLC, asks the U.S. Bankruptcy Court for the
Southern District of California for permission to employ Curtis
Michael Appraisal, Inc. and its supervisory appraiser, Dale
Curtis.
The firm and Mr. Curtis, with office is located at 4550 Kearney
Villa Road, Suite 202, San Diego, California, will appraise the
Debtor's real property located at 774 Prospect Place in La Jolla,
California.
The Debtor agreed to pay the firm $2,500 for the appraisal of the
property in its present, as in condition.
To the best of the Debtor's knowledge, Mr. Curtis and the firm
represent no interest adverse to the Debtor.
About Silverado Street
Silverado Street, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Cal. Case No. 14-09543) on Dec. 9, 2014. The Debtor
disclosed total assets of $21.8 million and total liabilities of
$11.3 million.
Judge Christopher B. Latham presides over the case. James Lee,
Esq., at Legal Offices of James J. Lee, represents the Debtor in
its restructuring effort.
The U.S. Trustee has not formed a committee of unsecured creditors
due to an insufficient number of those willing to serve in the
committee.
SILVERADO STREET: Wants to Hire Dennis & Dennis as CPA Accountant
-----------------------------------------------------------------
Silverado Street, LLC, asks the U.S. Bankruptcy Court for the
Southern District of California for permission to employ Dennis &
Dennis LLP as CPA accountant.
The firm will, among other things:
1. prepare the Debtor's income, expense and tax accounting; and
2. prepare all monthly operating reports and account for all
assets and income and expenses attributed to the estate during the
course of the Chapter 11 case.
Robert Dennis and Susan Dennis will have primary responsibilities
in the engagement. Mr. and Ms. Dennis' hourly rates are $275.
About Silverado Street
Silverado Street, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Cal. Case No. 14-09543) on Dec. 9, 2014. The Debtor
disclosed total assets of $21.8 million and total liabilities of
$11.3 million.
Judge Christopher B. Latham presides over the case. James Lee,
Esq., at Legal Offices of James J. Lee, represents the Debtor in
its restructuring effort.
The U.S. Trustee has not formed a committee of unsecured creditors
due to an insufficient number of those willing to serve in the
committee.
SKYRIDER INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Skyrider Inc.
1400 Sweet Springs Road
Weatherford, TX 76088
Case No.: 15-42445
Chapter 11 Petition Date: June 19, 2015
Court: United States Bankruptcy Court
Northern District of Texas (Ft. Worth)
Judge: Hon. Michael Lynn
Debtor's Counsel: Stephen Michael Stasio, Esq.
STASIO & STASIO
303 Main Street, Suite 302
Fort Worth, TX 76102
Tel: (817) 332-5113
Fax: (817) 870-0335
Email: steve.stasio@stasiolawfirm.com
Total Assets: $657,382
Total Liabilities: $1.1 million
The petition was signed by Ronald E. Mittelstedt, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb15-42445.pdf
SNOWFLAKE COMMUNITY: U.S. Trustee to Hold Creditors' Meeting Today
------------------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Snowflake
Community Foundation will hold a meeting of creditors today, at
12:00 p.m., according to a filing with the U.S. Bankruptcy Court
for the District of Arizona.
The meeting will be held at the U.S. Trustee Meeting Room, Suite
102, 230 N. First Avenue, in Phoenix, Arizona.
The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed. The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About Snowflake Community
Snowflake Community Foundation sought Chapter 11 protection (Bankr.
D. Ariz. Case No. 15-bk-06264) in Phoenix on May 20, 2015. The
case is assigned to Judge Madeleine C. Wanslee.
The Debtor tapped Rob Charles, Esq., at Lewis Roca Rothgerber LLP,
in Tucson, Arizona, as counsel.
STANDARD REGISTER: Taylor to Acquire Assets; CEO Steps Down
-----------------------------------------------------------
Taylor Corp., one of the U.S.'s largest privately held companies
and one of the top 10 graphics communications companies in North
America, on June 19 disclosed that it will acquire the assets of
Dayton, Ohio-based Standard Register.
The acquisition is the result of Taylor Corp.'s successful bid for
the company through a bankruptcy auction held last week. Final
approval of the sale is subject to resolution of outstanding
objections before the U.S. Bankruptcy Court in the District of
Delaware. Pending that approval, the parties expect to complete
the transaction within 45 to 60 days.
With this acquisition, Taylor expects to add over 3,000 employees
from Standard Register locations around the U.S. and Mexico. "We
welcome Standard Register to our family of companies," said
Deb Taylor, chief executive officer of Taylor Corp. "Standard
Register's culture of meeting and anticipating their customers'
needs aligns perfectly with ours. We are very pleased to bring
aboard thousands of employees whose talents will play a significant
role in the success of our company. Together, we'll have the scale
and talent we need to pursue new market opportunities through a
broader range of technology offerings, products, and services."
Mr. Taylor added, "While Standard Register has encountered
financial challenges, I have no doubt its best days are ahead. The
acquisition by Taylor Corp. is the best possible outcome for all
involved -- and most of all Standard Register's customers. Taylor
Corp. provides the strong and reliable financial foundation that
will allow the company to turn the page and focus on the future."
Separately, Standard Register announced that Joseph P. Morgan, Jr.,
president and chief executive officer, has notified the board of
directors of his intent to leave the company to accept a leadership
role with another company.
About Taylor Corp.
Leveraging the diverse capabilities of its more than 80 companies
around the world, Taylor Corporation, one of the largest privately
held companies in the U.S., helps millions of consumers celebrate
events and milestones and enables businesses -- including more than
half of the Fortune 500 -- to express their brands and
differentiate themselves in the marketplace. Headquartered in North
Mankato, Minnesota, Taylor Corp. -- http://www.taylorcorp.com--
owns world-class companies in the U.S., Canada, Mexico, the United
Kingdom, France, India, China, Bulgaria and the Philippines.
About Standard Register
Standard Register -- http://www.standardregister.com/-- provides
market-specific insights and a compelling portfolio of workflow,
content and analytics solutions to address the changing business
landscape in healthcare, financial services, manufacturing and
retail markets. The Company has operations in all U.S. states and
Puerto Rico, and currently employs 3,500 full-time employees and 16
part-time employees.
The Standard Register Company and 10 affiliated debtors sought
Chapter 11 protection in Delaware on March 12, 2015, with plans to
launch a sale process where its largest secured lender would serve
as stalking horse bidder in an auction.
The cases are pending before the Honorable Judge Brendan L. Shannon
and are jointly administered under Case No. 15-10541.
The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young
Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery &
Transformation Services U.S., LLC, as restructuring advisors; and
Prime Clerk LLC as claims agent.
STG-FAIRWAY ACQUISITIONS: Moody's Assigns B3 CFR, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
employee-screening company STG-Fairway Acquisitions, Inc., a B2
rating to the company's new first-lien revolving credit and
term-loan facilities, and a Caa2 rating to its new second-lien term
loan. FADV intends to use the $635 million in term loan proceeds
to refinance existing debt, fund a $100 million dividend to its
private equity owners, Symphony Technology Group, add cash to the
balance sheet, and pay transaction expenses. The rating outlook is
stable.
Moody's assigned these ratings to:
STG-Fairway Acquisitions, Inc.:
Corporate Family Rating, B3
Probability of Default, B3-PD
Senior secured facilities (first lien revolver
and term loan), B2, LGD3
Senior secured facilities (second lien term loan),
Caa2, LGD5
Outlook, stable
RATINGS RATIONALE
The B3 CFR is constrained by the company's high projected financial
leverage, its modest, albeit market-leading scale in a fragmented
and competitive industry, acquisition-integration risks, and an
aggressive financial policy. The company undertook two
acquisitions in 2013, including the transformational $337 million
purchase of LexisNexis Screening Solutions. The acquisitions, for
which FADV has contributed sizable cash outlays, more than doubled
FADV's revenues (to, at the time, more than $450 million) and
improved its technology platform. The transaction also
concentrated the company's product offerings in cyclical employment
screening services. The rating also takes into consideration
sluggish jobs growth, seasonality resulting from large
(approximately 31% of revenue) exposure to the retail industry, and
possible pricing pressure from a broad array of both large national
and small local competitors.
Moody's believes that FADV's leverage will need to moderate to
maintain the B3 rating by realizing most of its assumed synergies
as a net boost to EBITDA. The company projects that synergies and
elimination of cash restructuring costs will substantially increase
EBITDA, through three main areas of cost cuts: labor, procurement,
and technology consolidation. Moody's anticipates that competitive
pressures will prevent projected cost savings from adding fully to
EBITDA. Debt issued for the proposed refinancing and dividend
distribution elevate the company's pro-forma closing debt to EBITDA
leverage to well over 6.0 times (LTM 3/31/15 on a Moody's-adjusted
basis). With a significant reduction in restructuring expenses and
the realization of their associated cost savings as net increase to
EBITDA, the company, by late 2016, could post leverage metrics that
are strong for a B3 CFR.
Partially offsetting the high leverage is FADV's stable and visible
revenue base, as supported by low customer concentration, good
end-user industry diversification, and strong customer-retention
rates. Moody's expects that, as acquisitions are integrated and
cost savings achieved, FADV will be able to generate positive,
albeit modest, free cash flow over the next twelve months, with
marked improvement in 2016. Expected growth rates for the global
screening and verifications market are modest, in the low single
digits, but Moody's expects steady growth will be driven by
compliance regulations, data and intellectual property security
concerns, and employers' demands for faster, more efficient
recruiting. The ratings also benefit from the company's global
screening capabilities and integration of certain of its product
lines into clients' information technology systems, which increases
switching costs.
The company's adequate liquidity position is supported by an
approximately $25-30 million cash position upon completion of the
financing, barely breakeven free cash flow this year, but improving
to $35 to $40 million in 2016 and 2017, and an undrawn $50 million
revolver, expiring in mid-2020. There are no term loan maintenance
covenants and, while revolver drawings are likely, Moody's expects
the company will have ample cushion relative to the revolver's
covenant leverage limit.
The stable rating outlook is based on Moody's expectations that
FADV's revenues will grow moderately, and that the benefits from
acquisition integration and cost cutting will evince themselves
through the remainder of 2015, and more so in 2016.
Ratings could be upgraded if revenues grow and diversify, and the
company is able to improve profitability -- most likely through the
realization of sizable assumed synergies. Moody's adjusted
debt-to-EBITDA would have to improve to below 6.0x, and
free-cash-flow-to-debt would have to improve to at least the
mid-single-digit percentages, both for a sustained period, in order
for an upgrade to be considered.
If the company's revenue stagnates or it fails to realize expected
operating expense reductions such that leverage rise to 7.0x or
above for a prolonged period, Moody's could lower the ratings.
Liquidity deterioration could also lead to a downgrade.
A portfolio company of Symphony Technology Group, First Advantage
provides screening and background-check services to a variety of
industries, including retail, industrial, professional services,
finance, staffing, and healthcare. Moody's expects the company to
generate revenues of approximately $510 million in 2015.
STONE ENERGY: Moody's Revises Outlook to Stable & Affirms B2 CFR
----------------------------------------------------------------
Moody's Investors Service revised Stone Energy Corporation's rating
outlook to stable from positive. At the same time, Moody's
affirmed Stone's B2 Corporate Family Rating (CFR), B2-PD
Probability of Default Rating (PDR), B3 senior unsecured notes
rating and SGL-2 Speculative Grade Liquidity Rating.
"The change in outlook reflects Stone's more measured pace of
capital investments and minimal production growth through 2016,"
said Sajjad Alam, Moody's AVP-Analyst. "Low commodity prices over
an extended period will limit Stone's ability to boost cash flow,
add reserves and strengthen its balance sheet."
Issuer: Stone Energy Corporation
Outlook change:
Outlook changed to Stable from Positive
Affirmations:
Corporate Family Rating, Affirm B2
Probability of Default Rating, Affirm B2-PD
Senior Unsecured Regular Bond/Debenture, Affirm B3 (LGD4)
Senior Unsecured Shelf, Affirm (P)B3
Speculative Grade Liquidity Rating, SGL-2
RATINGS RATIONALE
The B2 CFR reflects Stone's stable production and reserves profile
through 2016, diversified footprint in onshore, deepwater and
shallow water basins, significant liquids production (~55%) and low
leverage relative to similarly rated peers. Stone's ratings are
constrained by its limited scale, short PD reserve life, cash flow
concentration in the Gulf of Mexico and the attendant risks, and
significant funding requirements to develop deepwater and
unconventional shale assets that are very capital intensive and
entail high upfront investments.
Moody's expects Stone to have good liquidity through mid-2016 which
is captured in the SGL-2 rating. The company has slashed its
capital budget by about 50% in 2015 to $450 million and plans to
fund its capital expenditures, including plugging and abandonment
expenses, with cash on hand and operating cash flow this year.
Negative cash flow beyond 2015 can be funded with borrowings under
its revolving credit facility. The company had $162 million of
cash and $481 million of availability under its $500 million
borrowing base revolver at March 31, 2015. The revolver matures on
July 1, 2019. There is sufficient headroom under the financial
covenants governing the credit facility and Stone should have full
access to the revolver through 2016. The SGL rating is tempered by
the exposure of the borrowing base to re-determinations in the
event of weaker commodity prices or inadequate reserve replacement
and the company's planned outspending of cash flow.
Moody's would consider upgrading Stone's CFR to B1 if the company
can achieve higher production in both onshore and deepwater
locations and improve cash on cash returns while maintaining its
present leverage profile. More specifically, we will look for a
production level of 50,000 boe/d, a leveraged full-cycle ratio
above 1.5x and a sustainable retained cash flow to debt ratio above
40% for an upgrade. A downgrade could result if Stone's debt to
average daily production exceeds $30,000 per boe or the retained
cash flow to debt ratio cannot be sustained above 20%. A
leveraging transaction could also prompt a negative rating action.
Stone Energy Corporation is a Lafayette, Louisiana based public E&P
company with primary producing assets in the conventional shelf and
deep waters of the GOM, and the Marcellus Shale in northern
Appalachia.
TANK 1 SERVICES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tank 1 Services, LLC
14633 South Padre Island Drive, Suite 105
Corpus Christi, TX 78418
Case No.: 15-20241
Chapter 11 Petition Date: June 21, 2015
Court: United States Bankruptcy Court
Southern District of Texas (Corpus Christi)
Judge: Hon. Richard S. Schmidt
Debtor's Counsel: Nathaniel Peter Holzer, Esq.
JORDAN, HYDEN, WOMBLE, CULBRETH & HOLZER PC
500 N Shoreline Dr, Ste 900
Corpus Christi, TX 78401
Tel: 361-884-5678
Fax: 361-888-5555
Email: pholzer@jhwclaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Christopher S. Edmonds, chief
restructuring officer.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb15-20241.pdf
UNITED GILSONITE: Reorganization Plan Declared Effective
--------------------------------------------------------
United Gilsonite Laboratories notified the U.S. Bankruptcy Court
for the Middle District of Pennsylvania that the Effective Date of
its Modified First Amended Plan of Reorganization occurred on Dec.
31, 2014.
On Dec. 8, 2014, the Court entered the findings of fact,
conclusions of law, and order approving exit financing and
confirming the Plan.
The Plan was supported by the Official Committee of Unsecured
Creditors and the Future Claimants' Representative.
The Plan provides for a channeling injunction issued under Section
524(g) of the Bankruptcy Code, applicable to all persons and
entities, that results in (i) the permanent channeling of all
Trust Claims to the Trust for resolution, and (ii) a permanent
injunction enjoining holders of Trust Claims from taking any
action with respect to such Trust Claims against an Asbestos
Protected Party. Proof of an Asbestos Personal Injury Claim or an
Indirect Asbestos Personal Injury Claim does not have to be filed
with the Bankruptcy Court at this time.
About United Gilsonite
Scranton, Pennsylvania-based United Gilsonite Laboratories is a
small family-owned corporation engaged in the manufacturing of
wood and masonry finishing products and paint sundries. United
Gilsonite filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Pa. Case No. 11-02032) on March 23, 2011, to address asbestos-
related claims. UGL is best known for Drylok, a leak-prevention
and waterproofing compound, and Zar wood finish.
Judge Robert N. Opel, II, oversees the case. Mark B. Conlan,
Esq., at Gibbons P.C., serves as the Debtor's bankruptcy counsel.
Joseph M. Alu & Associates P.C. serves as accountants. K&L Gates
LLP serves as special insurance counsel. Garden City Group is the
claims and notice agent. The Company disclosed $21,084,962 in
assets and $3,008,688 in liabilities as of the Chapter 11 filing.
Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors. Montgomery, McCracken, Walker & Rhoads, LLP,
represents the Committee. The Committee retained Legal Analysis
Systems, Inc., as its consultant on the valuation of asbestos
liabilities.
James L. Patton, Jr., has been appointed as legal representative
for future holders of personal injury or wrongful death claims
based on alleged exposure to asbestos and asbestos-containing
products. He retained Young Conaway Stargatt & Taylor LLP as his
attorneys.
Charter Oak Financial Consultants LLC serves as financial advisor
to the Unsecured Creditors Committee and the Future Claimants
Representative.
WBH ENERGY: Proposes to Hand Over $1.08-Mil. Funds to USEDC
-----------------------------------------------------------
WBH Energy Partners LLC and the U.S. Energy Development Corporation
ask the U.S. Bankruptcy Court for the Western District of Texas,
Austin Division, to approve a stipulation providing for the
Debtor's turnover of suspense funds amounting to $1,085,833 to
USEDC.
USEDC's counsel, Mark C. Taylor, Esq., at Taube Summers Harrison
Taylor Meinzer Brown LLP, in Austin, Texas, tells the Court that
the Debtor agreed to turn over the Suspense Funds to USEDC provided
that USEDC indemnify the Debtor from claims made with respect to
the Suspense Funds. The indemnity, Mr. Taylor says, will be
limited to the amount of the Suspense Funds received by USEDC.
Mr. Taylor adds that the parties also agreed that the defense of
any claims pursuant to the indemnity will be conducted by USEDC and
by counsel selected by USEDC, and the Debtor will cooperate in the
defense of any of those claims. The indemnity will not include any
amounts in addition to the relevant Suspense Funds amount based on
a claim that the Debtor failed to timely pay the Suspense Funds or
any claim of consequential damages for the Debtor's failure to
properly remit the Suspense Funds, Mr. Taylor says.
Mr. Taylor asserts that entry of this stipulation is in the best
interest of the Debtor, its Estate, and USEDC, in that it allows
for USEDC to obtain control of the Suspense Funds, and reduces the
risk that the Estate may have with respect to such funds.
USEDC is represented by:
Eric J. Taube, Esq.
Mark C. Taylor, Esq.
Christopher G. Bradley, Esq.
TAUBE SUMMERS HARRISON TAYLOR
MEINZER BROWN LLP
100 Congress Avenue, 18th Floor
Austin, TX 78701
Telephone: (512)472-5997
Facsimile: (512)472-5248
Email: etaube@taubesummers.com
mtaylor@taubesummers.com
cbradley@taubesummers.com
The Debtor is represented by:
William A. (Trey) Wood III, Esq.
Jason G. Cohen, Esq.
BRACEWELL & GIULIANI LLP
711 Louisiana, Suite 2300
Houston, TX 77002
Tel: (713) 223-2300
Fax: (713) 221-1212
Email: Trey.Wood@bgllp.com
Jason.Cohen@bgllp.com
About WBH Energy
WBH Energy Partners LLC (Bankr. W.D. Tex. Case No. 15-10004)
and
its affiliates -- WBH Energy, LP (Bankr. W.D. Tex. Case
No.
15-10003) and WBH Energy GP, LLC (Bankr. W.D. Tex. Case
No.
15-10005) separately filed for Chapter 11 bankruptcy
protection on
Jan. 4, 2015. The petitions were signed by Joseph
S. Warnock, vice
president.
Judge Christopher Mott presides over WBH Energy, LP's case,
while
Judge Tony M. Davis presides over WBH Energy Partners' and
WBH
Energy GP's cases.
William A. (Trey) Wood, III, Esq., at Bracewell & Giuliani LLP,
serves as the Debtors' bankruptcy counsel.
WBH Energy, LP, and WBH Energy Partners estimated their assets and
liabilities at between $10 million and $50 million each. WBH
Energy, LP disclosed $557,045 plus an unknown amount and
$48,950,652 in liabilities as of the Chapter 11 filing. WBH
Energy GP estimated its assets at up to $50,000, and its
liabilities at between $10 million and $50 million.
The U.S. Trustee for Region 7 appointed seven creditors to serve
on
the official committee of unsecured creditors.
The
Creditors' Committee retains Locke Lord LLP as its counsel.
[*] Choate Gets Legal 500 Top National Rankings in 8 Practice Areas
-------------------------------------------------------------------
Choate, Hall & Stewart LLP on June 17 disclosed that eight of its
practice areas received top national rankings from The Legal 500, a
guide to the preeminent law firms in the United States. Its
Mergers & Acquisitions (M&A) practice received a Tier 1 national
ranking for Middle-Market M&A (sub-$500 million). Choate also
received top national rankings for its Insurance & Reinsurance,
Private Equity Buyouts, Venture Capital and Emerging Companies,
Corporate Restructuring, Healthcare/Life Sciences, Litigation/Trade
Secrets, and Domestic Tax/East Coast practices.
According to The Legal 500, Choate's Tier 1 M&A practice is
"capable and determined," while William Asher, co-chair of the
Business & Technology and Life Sciences Groups, was one of only 15
attorneys in the country named to the elite "Leading M&A Lawyers"
list. Other recommended Choate lawyers include Frederick Callori;
T.J. Murphy; Laurence Naughton, co-chair of the Business &
Technology Group; and Gerald Quirk, co-chair of the Life Sciences
Group.
Choate's Insurance & Reinsurance Group was noted for giving "sound
legal advice" and being "very capable of trying cases." David A.
Attisani, co-chair of the Insurance & Reinsurance Group, was one of
only 12 attorneys in the country named to the elite "Leading
Insurance Lawyers" list. Individual lawyers that were recommended
include Mark Cahill, practice co-chair Robert Kole, Peter Moores,
firm co-managing partner John Nadas, and Hugh Scott.
The firm's Private Equity Buyouts Group was noted for its
"outstanding middle market credentials." Co-chairs Stephen Cohen
and Brian Lenihan were recommended, as well as Christian Atwood and
T.J. Murphy.
Choate's Venture Capital and Emerging Companies practice was
recognized for "a fine presence in the growth equity segment for
emerging companies that are in the later stage of their
development" and "the firm is equally well-known for middle market
private equity, but it has a healthy client list of major venture
funds." Choate lawyers Brian Lenihan and Stephen Cohen were called
"leading figures."
Choate's Corporate Restructuring practice is known for its
"competent and responsive team," with chair Douglas Gooding and
Lyman Bullard receiving recommendations.
The firm's Life Sciences practice was noted for "a strong emphasis
on start-ups" and "specializing in smaller scale M&A and
investments." The group's three co-chairs William Asher, Brenda
Jarrell and Gerald Quirk were recommended, while Eric Marandett "is
highly regarded by peers."
Choate's Litigation/Trade Secrets "niche practice focuses on
advising clients in the life sciences arena on both
company-to-company and employee-mobility trade secret cases."
Practice co-chair Michael Bunis was recommended.
The Legal 500 noted that the firm's Domestic Tax/East Coast "team
has a good standing in the market representing clients in the US
and internationally" and that "the firm works across a range of
industry sectors with particular strength in the technology arena."
Co-chairs Steven Eichel and Louis Marett were recommended.
The Legal 500 guides review the strengths and strategies of law
firms, providing research and law firm rankings to enable clients
to identify the best law firm for the job. Research includes
in-depth interviews with law firm clients and lawyers across the
country. Inclusion in The Legal 500 is based solely on merit and
the series is widely regarded as offering the definitive judgment
of law firm capabilities.
Choate, Hall & Stewart LLP, one of the nation's leading law firms,
is consistently recognized for excellence by Best Lawyers in
America, Chambers USA, The Legal 500, World's Leading Lawyers,
International Who's Who of Lawyers and PLC Which Lawyer. With all
of its lawyers under one roof, Choate focuses on a core group of
areas where it represents clients across the United States and
internationally and provides exceptional efficiency, service and
value. Choate's areas of focus include insurance/reinsurance,
high-stakes litigation, corporate/M&A, venture capital, private
equity, intellectual property, life sciences, finance &
restructuring, tax, government enforcement & compliance, and wealth
management.
[*] Hughes Watters' Dominique Varner Receives Italian Flame Award
-----------------------------------------------------------------
Dominique M. Varner, a partner with Hughes Watters Askanase L.L.P.,
received the Italian Flame Award at the 2015 Italian Cultural &
Community Center Gala and Casino Night in Houston on Saturday, June
13. Ms. Varner jointly manages HWA's Default Servicing Practice
Area with fellow HWA partner Carolyn A. Taylor.
Established in 1982, the Italian Cultural & Community Center --
http://www.iccchouston.com/-- is a non-profit organization whose
mission is to celebrate, progress and preserve Italian culture
across all Houston areas through cultural, educational, social
programs and scholarships for graduating high school students. Ms.
Varner is one of 18 Italian and Italian-American legal
professionals who were recognized at this year's annual gala for
exemplary character, leadership, community service and, most of
all, Italian spirit. Gala proceeds benefit the Houston Bar
Association's Houston Volunteer Lawyers program, and the Italian
Cultural & Community Center's La Scuola d'Italiano, the Italian
language school for adults and children, and other noteworthy
causes.
Please see http://is.gd/ImTKGzfor a list of all Italian Flame
Award recipients.
"I am pleased that Dominique was nominated and selected to receive
the Italian Cultural & Community Center's Flame Award. This award
is a validation of Dominique Varner's professional achievements and
her contributions to the Houston community. Dominique aptly
fulfills the Flame Award's criteria of dedication and service in
her career, her strong sense of community, and her personal
ethics," commented Dolores "Dee" Avioli, ICCC Gala Awards Committee
Chair.
Ms. Varner is a first generation Italian American. Her mother was
born and raised in Italy. Ms. Varner spent many vacations in the
Italian Alps with her family and credits her annual trips for her
continued embodiment of the Italian spirit.
"I try my best to replicate that Italian spirit when I am in
Houston. The Italian Cultural Center, with its Italian Masses,
movies and other cultural affairs, is a huge asset in connecting to
the Italian spirit every day," Ms. Varner commented.
"Being nominated for this award is a tremendous honor for which I
am very proud. The award honors, among other qualities, 'keeping
the flame alive' by those who actively preserve the Italian spirit
that so many wonderful people brought to this country. Italians
value hard work, faith and, above all else, family. I strive to
keep the Italian spirit alive in every aspect of my life, beginning
with the Italian language that I learned from my mother since
birth. I speak Italian fluently, despite never having lived in
Italy. The gift of being bi-lingual has benefited me by opening my
mind and vocabulary at a young age and continues to be an asset in
my daily life as well as during frequent travels back to Italy to
visit family," Ms. Varner added.
Ms. Varner is a former president of the Italian-American Lawyers of
Texas and Houston Young Lawyers Association. After finishing her
presidency with HYLA, Ms. Varner joined the board of Ser Ninos
charter school, a dual language school for economically
disadvantaged children in the Gulfton neighborhood of Houston. She
served as board chair for several years and was instrumental in
building a new elementary campus in 2008 and converting a shuttered
Kroger grocery store into a middle school campus in 2012. Ms.
Varner praises St. Agnes Academy for educating her and giving her a
strong awareness of community service.
"Dominique's Italian heritage positively impacts her work with both
clients and HWA team members. Her optimistic outlook and her
inclusive nature make her easily approachable to assist our clients
and other HWA attorneys in matters ranging from single issues to
complex legal problems. Hiring Dominique as a young lawyer is one
of the best professional decisions I have made. I am honored to
have Dominique as the co-manager of our Default Servicing Practice
Area," Taylor said.
Ms. Varner earned a Juris Doctorate from the South Texas College of
Law in 1994. She joined HWA in 1995 and became a partner in 2003.
Ms. Varner focuses her practice on creditors' rights in bankruptcy
and in probate, where she initiates dependent administrations on
behalf of secured creditors. She has extensive experience in the
collection and handling of defaulted loans and loss mitigation.
She also has a keen understanding of recent legal developments that
affect the mortgage industry and defaulted loans.
A full biographical profile for Varner is available at
http://www.hwa.com/
About Hughes Watters Askanase L.L.P.
For more than 37 years, Hughes Watters Askanase, L.L.P. --
http://www.hwa.com/-- focuses its practice on the representation
of commercial and consumer lenders, including banks and credit
unions; business bankruptcy; business planning and strategy;
default servicing; real estate and real estate finance; commercial
and consumer financial services litigation; employment law; and
wills and probate.
[*] Tom Salerno Joins Stinson Leonard Street LLP in Phoenix
-----------------------------------------------------------
Thomas J. Salerno has joined the Stinson Leonard Street LLP's
Bankruptcy and Creditors' Rights practice group as a partner in the
firm's Phoenix office.
Mr. Salerno has been involved in high-profile restructuring cases
around the world. He served as lead counsel for the Phoenix
Coyotes of the National Hockey League in the landmark negotiation
and sale of the team through a Chapter 11 bankruptcy. The case was
the first time in the 90-year history of the NHL that the league
purchased one of its franchises. He also served as restructuring
counsel for Snyder's Drug Stores, Inc., a nationwide chain of
retail drug stores.
Mr. Salerno has significant international experience as well. He
headed the U.S. delegation to the Czech Republic in advising the
Czech Government in the historic revamping of its bankruptcy law
and served as an adviser during the revamping of the insolvency
laws in the Dominican Republic and Costa Rica. He was a member of
the UNCITRAL working group on its Insolvency Law Reform Project and
served as an expert witness on U.S. insolvency law in Germany. He
has taught Comparative International Insolvency at the University
of Salzburg. He is currently an adjunct professor at the Sandra
Day O'Connor College of Law teaching both Bankruptcy Litigation and
Advanced Chapter 11 Bankruptcy. He comes to the firm after
previously practicing at Gordon Silver and Squire Sanders.
Mr. Salerno represents distressed companies, acquirers and
creditors in financial restructurings and bankruptcy proceedings,
pre- and post-bankruptcy workouts, and corporate recapitalizations.
He represents clients in industries such as casinos, resort
hotels, real estate, high-tech manufacturing, electricity
generation, agribusiness, construction, healthcare, airlines and
franchised fast-food operations.
"It is not every day you have the opportunity to add an attorney
with Tom's level of experience and skills," said Mike Manning,
managing partner of the firm's Phoenix office. "Tom's deep
understanding of bankruptcy law combined with his commitment to
proving exemplary value and client service is a natural fit with
our firm. Both our clients and attorneys will benefit from his
years of outstanding work. We are thrilled to have him on our
team."
Mr. Salerno served as a director of the American Bankruptcy
Institute, where he also served on the executive committee, and
formerly was a director of the American Bankruptcy Board of
Certification, Inc. He is a past chair of the Bankruptcy Section
of the State Bar of Arizona and a Fellow of the American College of
Bankruptcy. He was twice named one of the 12 Outstanding
Bankruptcy Attorneys by Turnarounds & Workouts and is one of a
select group of insolvency professionals listed in the K&A
Restructuring Professionals Registry.
Mr. Salerno earned a law degree from the Notre Dame Law School and
his undergraduate degree from Rutgers University.
Mr. Salerno can be reached at:
Thomas J. Salerno, Esq.
Stinson Leonard Street LLP
1850 N. Central Ave., Suite 2100
Phoenix, AZ 85004
Telephone: (602) 212-8508
E-mail: thomas.salerno@stinsonleonard.com
Associate Anthony P. Cali, Esq. -- anthony.cali@stinsonleonard.com
-- joins Mr. Salerno at Stinson Leonard Street.
[^] Large Companies With Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
ABSOLUTE SOFTWRE OU1 GR 111.9 (5.5) (0.6)
ABSOLUTE SOFTWRE ALSWF US 111.9 (5.5) (0.6)
ABSOLUTE SOFTWRE ABT CN 111.9 (5.5) (0.6)
ACCRETIVE HEALTH ACHI US 510.0 (85.6) (17.7)
ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3)
ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3)
ADVENT SOFTWARE AXQ GR 424.8 (50.1) (110.8)
ADVENT SOFTWARE ADVS US 424.8 (50.1) (110.8)
AEROJET ROCKETDY AJRD US 1,911.7 (126.4) 109.8
AEROJET ROCKETDY GCY GR 1,911.7 (126.4) 109.8
AEROJET ROCKETDY GCY TH 1,911.7 (126.4) 109.8
AIR CANADA ACEUR EU 11,581.0 (1,213.0) (95.0)
AIR CANADA AC CN 11,581.0 (1,213.0) (95.0)
AIR CANADA ADH2 TH 11,581.0 (1,213.0) (95.0)
AIR CANADA ACDVF US 11,581.0 (1,213.0) (95.0)
AIR CANADA ADH2 GR 11,581.0 (1,213.0) (95.0)
AK STEEL HLDG AKS* MM 4,556.3 (392.9) 949.0
AK STEEL HLDG AKS US 4,556.3 (392.9) 949.0
AK STEEL HLDG AK2 TH 4,556.3 (392.9) 949.0
AK STEEL HLDG AK2 GR 4,556.3 (392.9) 949.0
ALLIANCE HEALTHC AIQ US 551.6 (88.9) 46.7
AMC NETWORKS-A 9AC GR 4,049.4 (89.4) 597.5
AMC NETWORKS-A AMCX* MM 4,049.4 (89.4) 597.5
AMC NETWORKS-A AMCX US 4,049.4 (89.4) 597.5
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 8AL TH 178.8 (15.6) (13.1)
ANGIE'S LIST INC 8AL GR 178.8 (15.6) (13.1)
ANGIE'S LIST INC ANGI US 178.8 (15.6) (13.1)
ASPEN TECHNOLOGY AZPN US 317.1 (26.8) (17.4)
ASPEN TECHNOLOGY AST GR 317.1 (26.8) (17.4)
AUTOZONE INC AZO US 8,032.4 (1,643.2) (742.6)
AUTOZONE INC AZ5 GR 8,032.4 (1,643.2) (742.6)
AUTOZONE INC AZOEUR EU 8,032.4 (1,643.2) (742.6)
AUTOZONE INC AZ5 TH 8,032.4 (1,643.2) (742.6)
AVID TECHNOLOGY AVD GR 182.0 (344.7) (165.7)
AVID TECHNOLOGY AVID US 182.0 (344.7) (165.7)
AVINTIV SPECIALT POLGA US 1,901.8 (12.6) 315.2
BARRACUDA NETWOR CUDA US 389.3 (39.1) 29.1
BARRACUDA NETWOR 7BM GR 389.3 (39.1) 29.1
BERRY PLASTICS G BERY US 5,214.0 (73.0) 758.0
BERRY PLASTICS G BP0 GR 5,214.0 (73.0) 758.0
BRINKER INTL BKJ GR 1,437.3 (32.1) (216.6)
BRINKER INTL EAT US 1,437.3 (32.1) (216.6)
BURLINGTON STORE BURL US 2,683.1 (30.4) 161.9
BURLINGTON STORE BUI GR 2,683.1 (30.4) 161.9
BURLINGTON STORE BURL* MM 2,683.1 (30.4) 161.9
CABLEVISION SY-A CVY GR 6,701.2 (5,022.6) 50.8
CABLEVISION SY-A CVC US 6,701.2 (5,022.6) 50.8
CABLEVISION SY-A CVY TH 6,701.2 (5,022.6) 50.8
CABLEVISION SY-A CVCEUR EU 6,701.2 (5,022.6) 50.8
CABLEVISION-W/I 8441293Q US 6,701.2 (5,022.6) 50.8
CABLEVISION-W/I CVC-W US 6,701.2 (5,022.6) 50.8
CADIZ INC CDZI US 66.0 (44.1) (22.9)
CAMBIUM LEARNING ABCD US 154.9 (77.3) (19.9)
CARBYLAN THERAPE CBYL US 7.7 (9.4) (6.7)
CASELLA WASTE CWST US 654.4 (20.9) 4.9
CASELLA WASTE WA3 GR 654.4 (20.9) 4.9
CEDAR FAIR LP 7CF GR 2,005.9 (21.2) (74.4)
CEDAR FAIR LP FUN US 2,005.9 (21.2) (74.4)
CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1)
CHOICE HOTELS CHH US 661.1 (413.5) 175.4
CHOICE HOTELS CZH GR 661.1 (413.5) 175.4
CINCINNATI BELL CBB US 1,733.0 (599.6) 46.3
CINCINNATI BELL CIB GR 1,733.0 (599.6) 46.3
CLEAR CHANNEL-A CCO US 6,179.8 (255.3) 410.7
CLEAR CHANNEL-A C7C GR 6,179.8 (255.3) 410.7
CLIFFS NATURAL R CLF* MM 2,702.6 (1,782.1) 677.9
CLIFFS NATURAL R CVA TH 2,702.6 (1,782.1) 677.9
CLIFFS NATURAL R CLF US 2,702.6 (1,782.1) 677.9
CLIFFS NATURAL R CVA GR 2,702.6 (1,782.1) 677.9
CLIFFS NATURAL R CLF2EUR EU 2,702.6 (1,782.1) 677.9
COLLEGIUM PHARMA COLL US 5.1 (12.2) (5.9)
COMVERSE INC CM1 GR 577.9 (7.2) 59.9
COMVERSE INC CNSI US 577.9 (7.2) 59.9
CONNECTURE INC 2U7 GR 96.0 (33.2) (24.9)
CONNECTURE INC CNXR US 96.0 (33.2) (24.9)
CORINDUS VASCULA CVRS US 0.0 (0.0) (0.0)
CORIUM INTERNATI 6CU GR 62.7 (0.4) 35.9
CORIUM INTERNATI CORI US 62.7 (0.4) 35.9
CYAN INC CYNI US 112.1 (18.4) 56.9
CYAN INC YCN GR 112.1 (18.4) 56.9
DELEK LOGISTICS DKL US 332.6 (20.6) 11.8
DELEK LOGISTICS D6L GR 332.6 (20.6) 11.8
DIEGO PELLICER W DPWW US 0.0 (0.1) (0.1)
DIRECTV DTV US 24,301.0 (4,280.0) 482.0
DIRECTV DIG1 GR 24,301.0 (4,280.0) 482.0
DIRECTV DTVEUR EU 24,301.0 (4,280.0) 482.0
DIRECTV DTV CI 24,301.0 (4,280.0) 482.0
DOMINO'S PIZZA DPZ US 637.0 (1,213.6) 170.7
DOMINO'S PIZZA EZV TH 637.0 (1,213.6) 170.7
DOMINO'S PIZZA EZV GR 637.0 (1,213.6) 170.7
DUN & BRADSTREET DNB US 2,027.7 (1,201.3) (276.7)
DUN & BRADSTREET DB5 GR 2,027.7 (1,201.3) (276.7)
DUN & BRADSTREET DB5 TH 2,027.7 (1,201.3) (276.7)
DUN & BRADSTREET DNB1EUR EU 2,027.7 (1,201.3) (276.7)
DUNKIN' BRANDS G 2DB GR 3,360.1 (84.9) 278.7
DUNKIN' BRANDS G 2DB TH 3,360.1 (84.9) 278.7
DUNKIN' BRANDS G DNKN US 3,360.1 (84.9) 278.7
DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7
DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7
DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7
EDGEN GROUP INC EDG US 883.8 (0.8) 409.2
ENTELLUS MEDICAL 29E GR 14.0 (8.0) 4.8
ENTELLUS MEDICAL ENTL US 14.0 (8.0) 4.8
EOS PETRO INC EOPT US 1.2 (28.0) (29.1)
EXELIXIS INC EX9 GR 282.9 (146.8) 66.4
EXELIXIS INC EXELEUR EU 282.9 (146.8) 66.4
EXELIXIS INC EX9 TH 282.9 (146.8) 66.4
EXELIXIS INC EXEL US 282.9 (146.8) 66.4
FAIRWAY GROUP HO FGWA GR 359.1 (22.6) 17.6
FAIRWAY GROUP HO FWM US 359.1 (22.6) 17.6
FENIX PARTS INC FENX US 0.8 (1.1) (1.1)
FENIX PARTS INC 9FP GR 0.8 (1.1) (1.1)
FERRELLGAS-LP FEG GR 1,592.9 (103.4) 23.7
FERRELLGAS-LP FGP US 1,592.9 (103.4) 23.7
FREESCALE SEMICO 1FS GR 3,096.0 (3,454.0) 1,174.0
FREESCALE SEMICO 1FS TH 3,096.0 (3,454.0) 1,174.0
FREESCALE SEMICO FSL US 3,096.0 (3,454.0) 1,174.0
FREESCALE SEMICO FSLEUR EU 3,096.0 (3,454.0) 1,174.0
GAMING AND LEISU 2GL GR 2,552.5 (125.5) 1.1
GAMING AND LEISU GLPI US 2,552.5 (125.5) 1.1
GARDA WRLD -CL A GW CN 1,482.9 (332.3) 47.7
GARTNER INC GGRA GR 1,789.4 (139.5) (420.1)
GARTNER INC IT US 1,789.4 (139.5) (420.1)
GENESIS HEALTHCA SH11 GR 6,031.4 (205.5) 209.3
GENESIS HEALTHCA GEN US 6,031.4 (205.5) 209.3
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 GDRZF US 17.9 (24.6) (35.0)
GOLD RESERVE INC GRZ CN 17.9 (24.6) (35.0)
GOLD RESERVE INC GOD GR 17.9 (24.6) (35.0)
GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5
GYMBOREE CORP/TH GYMB US 1,206.6 (352.8) 30.7
HCA HOLDINGS INC 2BH GR 31,288.0 (6,222.0) 1,958.0
HCA HOLDINGS INC 2BH TH 31,288.0 (6,222.0) 1,958.0
HCA HOLDINGS INC HCA US 31,288.0 (6,222.0) 1,958.0
HD SUPPLY HOLDIN HDS US 6,321.0 (498.0) 1,400.0
HD SUPPLY HOLDIN 5HD GR 6,321.0 (498.0) 1,400.0
HERBALIFE LTD HOO GR 2,388.9 (301.2) 259.3
HERBALIFE LTD HLF US 2,388.9 (301.2) 259.3
HERBALIFE LTD HLFEUR EU 2,388.9 (301.2) 259.3
HOVNANIAN-A-WI HOV-W US 2,517.0 (146.3) 1,516.6
HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8)
IEG HOLDINGS COR IEGHD US - (3.8) (0.6)
IHEARTMEDIA INC IHRT US 13,581.9 (10,153.7) 683.9
INCYTE CORP ICY TH 862.6 (41.4) 466.6
INCYTE CORP INCYEUR EU 862.6 (41.4) 466.6
INCYTE CORP INCY US 862.6 (41.4) 466.6
INCYTE CORP ICY GR 862.6 (41.4) 466.6
INFOR US INC LWSN US 6,778.1 (460.0) (305.9)
INVENTIV HEALTH VTIV US 2,154.4 (613.8) 84.5
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 1,297.2 (638.8) (87.0)
JUST ENERGY GROU JE US 1,297.2 (638.8) (87.0)
JUST ENERGY GROU 1JE GR 1,297.2 (638.8) (87.0)
KEMPHARM INC KMPH US 14.1 (26.1) 6.3
L BRANDS INC LB US 6,638.0 (606.0) 927.0
L BRANDS INC LTD QT 6,638.0 (606.0) 927.0
L BRANDS INC LB* MM 6,638.0 (606.0) 927.0
L BRANDS INC LTD GR 6,638.0 (606.0) 927.0
L BRANDS INC LBEUR EU 6,638.0 (606.0) 927.0
L BRANDS INC LTD TH 6,638.0 (606.0) 927.0
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 779.6 (165.1) (20.2)
LENNOX INTL INC LXI GR 1,879.5 (16.2) 369.8
LENNOX INTL INC LII US 1,879.5 (16.2) 369.8
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
MAJESCOR RESOURC MJXEUR EU 0.1 (2.9) (2.9)
MANNKIND CORP MNKDEUR EU 360.0 (97.0) (222.5)
MANNKIND CORP NNF1 GR 360.0 (97.0) (222.5)
MANNKIND CORP NNF1 TH 360.0 (97.0) (222.5)
MANNKIND CORP MNKD US 360.0 (97.0) (222.5)
MARRIOTT INTL-A MAR US 6,803.0 (2,537.0) (1,202.0)
MARRIOTT INTL-A MAQ GR 6,803.0 (2,537.0) (1,202.0)
MARRIOTT INTL-A MAQ TH 6,803.0 (2,537.0) (1,202.0)
MDC COMM-W/I MDZ/W CN 1,640.1 (196.6) (284.0)
MDC PARTNERS-A MD7A GR 1,640.1 (196.6) (284.0)
MDC PARTNERS-A MDZ/A CN 1,640.1 (196.6) (284.0)
MDC PARTNERS-A MDCA US 1,640.1 (196.6) (284.0)
MDC PARTNERS-EXC MDZ/N CN 1,640.1 (196.6) (284.0)
MERITOR INC MTOR US 2,317.0 (570.0) 268.0
MERITOR INC AID1 GR 2,317.0 (570.0) 268.0
MERRIMACK PHARMA MP6 GR 127.0 (128.8) (4.4)
MERRIMACK PHARMA MACK US 127.0 (128.8) (4.4)
MICHAELS COS INC MIM GR 1,922.7 (2,031.3) 471.7
MICHAELS COS INC MIK US 1,922.7 (2,031.3) 471.7
MONEYGRAM INTERN MGI US 4,578.9 (261.8) (45.4)
MOODY'S CORP DUT GR 4,976.0 (146.2) 1,901.1
MOODY'S CORP MCOEUR EU 4,976.0 (146.2) 1,901.1
MOODY'S CORP MCO US 4,976.0 (146.2) 1,901.1
MOODY'S CORP DUT QT 4,976.0 (146.2) 1,901.1
MOODY'S CORP DUT TH 4,976.0 (146.2) 1,901.1
MORGANS HOTEL GR MHGC US 532.4 (246.2) 31.0
MORGANS HOTEL GR M1U GR 532.4 (246.2) 31.0
MOXIAN CHINA INC MOXC US 9.5 (6.4) (13.7)
MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) -
NATHANS FAMOUS NFA GR 84.7 (59.9) 61.6
NATHANS FAMOUS NATH US 84.7 (59.9) 61.6
NATIONAL CINEMED XWM GR 985.6 (219.8) 63.5
NATIONAL CINEMED NCMI US 985.6 (219.8) 63.5
NAVISTAR INTL IHR GR 6,925.0 (4,744.0) 770.0
NAVISTAR INTL NAV US 6,925.0 (4,744.0) 770.0
NAVISTAR INTL IHR TH 6,925.0 (4,744.0) 770.0
NEFF CORP-CL A NEFF US 634.4 (202.7) (12.8)
NEW ENG RLTY-LP NEN US 175.7 (29.1) -
NORTHWEST BIO NWBO US 49.4 (70.7) (86.3)
NORTHWEST BIO NBYA GR 49.4 (70.7) (86.3)
OCATA THERAPEUTI T2N1 GR 4.9 (2.1) (0.3)
OCATA THERAPEUTI OCAT US 4.9 (2.1) (0.3)
OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0)
PALM INC PALM US 1,007.2 (6.2) 141.7
PBF LOGISTICS LP 11P GR 402.3 (112.0) 30.1
PBF LOGISTICS LP PBFX US 402.3 (112.0) 30.1
PHILIP MORRIS IN 4I1 QT 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN 4I1 GR 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN PM1 TE 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 PM FP 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN PM1EUR EU 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN 4I1 TH 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 1,231.9 (150.1) 241.4
PLY GEM HOLDINGS PG6 GR 1,231.9 (150.1) 241.4
POLYMER GROUP-B POLGB US 1,901.8 (12.6) 315.2
PROTALEX INC PRTX US 0.6 (11.5) 0.0
PROTECTION ONE PONE US 562.9 (61.8) (7.6)
QUALITY DISTRIBU QDZ GR 417.9 (26.9) 110.6
QUALITY DISTRIBU QLTY US 417.9 (26.9) 110.6
QUINTILES TRANSN Q US 3,236.7 (612.3) 778.1
QUINTILES TRANSN QTS GR 3,236.7 (612.3) 778.1
RAYONIER ADV RYAM US 1,281.8 (52.6) 179.2
RAYONIER ADV RYQ GR 1,281.8 (52.6) 179.2
RE/MAX HOLDINGS RMAX US 362.5 (0.2) 41.0
RE/MAX HOLDINGS 2RM GR 362.5 (0.2) 41.0
REGAL ENTERTAI-A RGC US 2,484.4 (911.5) (118.6)
REGAL ENTERTAI-A RETA GR 2,484.4 (911.5) (118.6)
REGAL ENTERTAI-A RGC* MM 2,484.4 (911.5) (118.6)
RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4)
RENTPATH INC PRM US 208.0 (91.7) 3.6
REVLON INC-A RVL1 GR 1,873.7 (658.9) 315.1
REVLON INC-A REV US 1,873.7 (658.9) 315.1
ROUNDY'S INC RNDY US 1,112.5 (87.0) 80.0
RURAL/METRO CORP RURL US 303.7 (92.1) 72.4
RYERSON HOLDING RYI US 1,903.2 (135.0) 706.3
RYERSON HOLDING 7RY GR 1,903.2 (135.0) 706.3
RYERSON HOLDING 7RY TH 1,903.2 (135.0) 706.3
SALLY BEAUTY HOL S7V GR 2,134.9 (261.0) 766.9
SALLY BEAUTY HOL SBH US 2,134.9 (261.0) 766.9
SBA COMM CORP-A SBACEUR EU 7,527.3 (1,036.8) 38.5
SBA COMM CORP-A SBJ GR 7,527.3 (1,036.8) 38.5
SBA COMM CORP-A SBJ TH 7,527.3 (1,036.8) 38.5
SBA COMM CORP-A SBAC US 7,527.3 (1,036.8) 38.5
SCIENTIFIC GAM-A TJW GR 9,703.4 (189.4) 686.9
SCIENTIFIC GAM-A SGMS US 9,703.4 (189.4) 686.9
SEARS HOLDINGS SEE GR 13,290.0 (1,182.0) 24.0
SEARS HOLDINGS SEE QT 13,290.0 (1,182.0) 24.0
SEARS HOLDINGS SHLD US 13,290.0 (1,182.0) 24.0
SEARS HOLDINGS SEE TH 13,290.0 (1,182.0) 24.0
SECTOR 5 INC SECT US - (0.0) (0.0)
SEQUENOM INC SQNM US 145.5 (15.1) 84.4
SILVER SPRING NE 9SI TH 528.2 (94.3) (10.2)
SILVER SPRING NE 9SI GR 528.2 (94.3) (10.2)
SILVER SPRING NE SSNI US 528.2 (94.3) (10.2)
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 SPWH US 305.8 (32.8) 77.8
SPORTSMAN'S WARE 06S GR 305.8 (32.8) 77.8
STINGRAY - SUB V RAY/A CN 128.2 (17.8) (41.0)
STINGRAY DIG-VSV RAY/B CN 128.2 (17.8) (41.0)
SUPERVALU INC SJ1 TH 4,485.0 (636.0) 167.0
SUPERVALU INC SJ1 GR 4,485.0 (636.0) 167.0
SUPERVALU INC SVU US 4,485.0 (636.0) 167.0
SYNERGY PHARMACE S90 GR 194.8 (24.7) 163.1
SYNERGY PHARMACE SGYPEUR EU 194.8 (24.7) 163.1
SYNERGY PHARMACE SGYP US 194.8 (24.7) 163.1
THERAVANCE THRX US 488.7 (260.1) 251.4
THERAVANCE HVE GR 488.7 (260.1) 251.4
THRESHOLD PHARMA THLD US 88.0 (19.9) 53.1
THRESHOLD PHARMA NZW1 GR 88.0 (19.9) 53.1
TRANSDIGM GROUP T7D GR 7,226.2 (1,326.2) 853.8
TRANSDIGM GROUP TDG US 7,226.2 (1,326.2) 853.8
TRINET GROUP INC TN3 TH 1,620.2 (15.1) 15.2
TRINET GROUP INC TNETEUR EU 1,620.2 (15.1) 15.2
TRINET GROUP INC TN3 GR 1,620.2 (15.1) 15.2
TRINET GROUP INC TNET US 1,620.2 (15.1) 15.2
UNISYS CORP USY1 TH 2,131.5 (1,421.3) 242.8
UNISYS CORP UISEUR EU 2,131.5 (1,421.3) 242.8
UNISYS CORP USY1 GR 2,131.5 (1,421.3) 242.8
UNISYS CORP UIS US 2,131.5 (1,421.3) 242.8
UNISYS CORP UISCHF EU 2,131.5 (1,421.3) 242.8
UNISYS CORP UIS1 SW 2,131.5 (1,421.3) 242.8
VENOCO INC VQ US 596.0 (31.1) 52.2
VERISIGN INC VRS TH 2,607.7 (947.9) 17.8
VERISIGN INC VRS GR 2,607.7 (947.9) 17.8
VERISIGN INC VRSN US 2,607.7 (947.9) 17.8
VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8)
VERSEON CORP VSN LN - - -
VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3)
WEIGHT WATCHERS WW6 GR 1,446.4 (1,385.2) (260.9)
WEIGHT WATCHERS WW6 TH 1,446.4 (1,385.2) (260.9)
WEIGHT WATCHERS WTWEUR EU 1,446.4 (1,385.2) (260.9)
WEIGHT WATCHERS WTW US 1,446.4 (1,385.2) (260.9)
WEST CORP WT2 GR 3,546.2 (647.7) 247.3
WEST CORP WSTC US 3,546.2 (647.7) 247.3
WESTERN REFINING WNRL US 434.0 (27.4) 71.5
WESTERN REFINING WR2 GR 434.0 (27.4) 71.5
WESTMORELAND COA WME GR 1,829.7 (388.7) 59.0
WESTMORELAND COA WLB US 1,829.7 (388.7) 59.0
WINGSTOP INC WING US 114.1 (54.0) (4.6)
WINGSTOP INC EWG GR 114.1 (54.0) (4.6)
WYNN RESORTS LTD WYNNCHF EU 9,151.7 (147.2) 1,135.3
WYNN RESORTS LTD WYNN SW 9,151.7 (147.2) 1,135.3
WYNN RESORTS LTD WYR TH 9,151.7 (147.2) 1,135.3
WYNN RESORTS LTD WYR GR 9,151.7 (147.2) 1,135.3
WYNN RESORTS LTD WYNN US 9,151.7 (147.2) 1,135.3
WYNN RESORTS LTD WYNN* MM 9,151.7 (147.2) 1,135.3
XERIUM TECHNOLOG XRM US 561.0 (102.9) 81.5
XERIUM TECHNOLOG TXRN GR 561.0 (102.9) 81.5
XOMA CORP XOMA TH 78.1 (13.4) 46.2
XOMA CORP XOMA GR 78.1 (13.4) 46.2
XOMA CORP XOMA US 78.1 (13.4) 46.2
YRC WORLDWIDE IN YRCW US 1,966.2 (479.7) 148.7
YRC WORLDWIDE IN YEL1 GR 1,966.2 (479.7) 148.7
YRC WORLDWIDE IN YEL1 TH 1,966.2 (479.7) 148.7
*********
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 ***