/raid1/www/Hosts/bankrupt/TCR_Public/150626.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, June 26, 2015, Vol. 19, No. 177
Headlines
AGRICOLA SENIOR: Fitch Assigns Final 'BB+' Rating on 5-Yr. Loan
ALEXZA PHARMACEUTICALS: Receives Noncompliance Notice From Nasdaq
ALLIANCE ONE: John Hines to Retire as Director
ALLIED NEVADA: Seeks Nov. 5 Extension of Plan Filing Date
ALLIED NEVADA: Shareholders Balk at Plan's "Deathtrap" Provision
ALLIED NEVADA: US Trustee Further Amends Equity Committee Members
AMERICAN AXLE: Moody's Revises Outlook to Pos. & Affirms B1 CFR
AOXING PHARMACEUTICAL: Board Members Increased to Five
ARCHDIOCESE OF MILWAUKEE: Aug. 26 Hearing on Disclosure Statement
ARCHDIOCESE OF MILWAUKEE: Stephen Gerlach is Future Claimants' Rep.
ASCENA RETAIL: Moody's Assigns 'Ba2' Corporate Family Rating
BOREAL WATER: Completes Convertible Note Exchange
BPZ RESOURCES: Plan Filing Date Extended to Aug. 6
BRAND AFFINITY: Asset Auction Scheduled for July 9
BRUNSWICK CORP: Moody's Changes Outlook to Pos. & Affirms Ba1 CFR
C. WONDER: $300K in Claims Switched Hands Between March & June
CAESARS ENTERTAINMENT: $198,000 in Claims Sold From Feb. to April
CAL DIVE: Shelf Subsea Approved as Lead Bidder for Aussie Assets
CALERES INC: S&P Raises Corp. Credit Rating to 'BB', Outlook Stable
CHRYSLER LLC: Bid to Dismiss FTE Automotive Complaint Granted
COATES INTERNATIONAL: Signs $20 Million Equity Purchase Agreement
COEUR MINING: S&P Assigns BB- Rating on Proposed $100MM 5-Yr. Loan
COLT DEFENSE: Enters Into Financing Agreement with Secured Lenders
COLT HOLDING: Sr. Noteholders Object to DIP Financing Request
CONFIE SEGUROS: Moody's Affirms 'B3' CFR, Outlook Stable
CORINTHIAN COLLEGES: Court Amends Order Authoizing Hiring of FTI
CORINTHIAN COLLEGES: U.S. Trustee Objects to Great American Pact
CYRUSONE INC: S&P Retains 'B+' Sr. Debt Rating After Add-On
DARDEN RESTAURANTS: Moody's Affirms Ba1 CFR & Alters Outlook to Pos
DELIAS INC: $312,000 in Claims Switched Hands Between Feb. & March
DELTA AIR: Moody's Raises CFR to 'Ba2', Outlook Positive
DENDREON CORP: Liquidating Plan Has June 10 Effective Date
DIAMOND OAKS: Case Summary & 11 Largest Unsecured Creditors
ENDO INT'L: S&P Affirms 'BB' Rating on Secured Loans After Add-On
FAMILY DOLLAR: Moody's Corrects June 12 Ratings Release
FOUNDATION HEALTHCARE: Shareholders Elect Seven Directors
FREEDOM INDUSTRIES: Judge Won't Remove Prosecutors in Case
GRAHAM HOLDINGS: Moody's Cuts Senior Unsecured Debt Rating to Ba1
GREAT WOLF: Moody's Withdraws 'B3' Corporate Family Rating
HEPAR BIOSCIENCE: Bank Objects to Further Extension of Exclusivity
HEPAR BIOSCIENCE: Proposes Full-Payment Exit Plan
HEPAR BIOSCIENCE: UST Says Plan Violates Absolute Priority Rule
HERCULES OFFSHORE: Files Fleet Status Report as of June 23
HOYT TRANSPORTION: Amends List of Non-Priority Claims Creditors
HS 45 JOHN: Court Denies Lenders' Bid for Relief From Stay
IMRIS INC: Has Final Authority to Obtain $5.3M DIP Loans
IMRIS INC: UST Forms 3-Member Creditors Committee
INDEPENDENT INSURANCE: July 16 Hearing on Permanent Injunction
INFINITY ENERGY: Amegy Bank Reports 20.8% Stake as of May 15
INTEGRATED FREIGHT: Posts $1,000 Net Income in Sept. 30 Quarter
INTERNATIONAL TEXTILE: David Wax Resigns as Director
IRONGATE ENERGY: S&P Assigns 'CCC+' Corp. Credit Rating
ISTAR FINANCIAL: Files Amended Schedule TO with SEC
ITUS CORP: Forms New Cancer Diagnostics Subsidiary
JOE'S JEANS: Tengram Capital Partners In Talks to Acquire Assets
KGHM INTERNATIONAL: S&P Affirms 'BB-' CCR, Outlook Stable
LARRY C. ADDINGTON: Court Avoids Transfer to Half-Sister
LDR INDUSTRIES: Amends Schedule of Unsec. Priority Claims
LIFE PARTNERS: Pardo Seeks Appointment of Shareholders Committee
LIQUIDMETAL TECHNOLOGIES: Inks Third Amendment to Apple MTA
MAGNETATION INC: Committee Taps Foley & Mansfield as Local Counsel
MAGNETATION INC: Has Final Approval to Obtain $135M DIP Loan
MINERALS TECHNOLOGIES: S&P Assigns 'BB' Rating on $1.078BB Loan
MINI MASTER: Sells 3 Vehicles for $13,000
MINI MASTER: Unsecured Creditors to Get 5% Under Exit Plan
MOLYCORP INC: Case Summary & 40 Largest Unsecured Creditors
MOLYCORP INC: Files Voluntary Ch.11 Petition to Facilitate Sale
NEPHROS INC: May Issue 7 Million Shares Under Incentive Plan
NEPHROS INC: Registers 2.7 Million Common Shares for Resale
NET ELEMENT: Fails to Comply with NASDAQ Bid Price Rule
NEXPAY INC: Voluntary Chapter 11 Case Summary
NORTHERN TIER: Case Summary & 7 Largest Unsecured Creditors
OCI BEAUMONT: Moody's Retains B1 CFR on $50MM Add-On
OCWEN FINANCIAL: Fitch Affirms 'B-' IDR, Outlook Stable
ORLANDO GATEWAY: Secured Creditors Ask for Ch. 11 Trustee
ORLANDO GATEWAY: U.S. Trustee Wants Ch. 11 Case Dismissed
PATRIOT COAL: Appointment of Official Retirees' Committee Sought
PHOTOMEDEX INC: Reports Strong no!no! Sales During Shopping Events
PHOTOMEDEX INC: Sells XTRAC Business to MELA for $42.5 Million
PITT PENN: Kirby, Bragar Approved as Litigation Counsel
PRONERVE HOLDINGS: 5% Recovery for Unsecureds in Liquidating Plan
PULLUM-CECILIO: Whitney Bank Obtains Partial Summary Judgment
QUALITY DISTRIBUTION: Shareholders May Vote by Proxy in Writing
RADIOSHACK CORP: To Sell IP Assets to General Wireless for $26.2M
RADIOSHACK CORP: To Sell Office Items to TCCD for $50K
REED AND BARTON: DJM Realty Approved to Market Properties
REED AND BARTON: Ethan E. Kra OK'd as Expert Actuarial Consultant
REFLECTIONS COMMERCIAL: Case Summary & 9 Top Unsecured Creditors
REGENT PARK: Hard-Money Lender Files Reorganization Plan
ROADRUNNER ENTERPRISES: Bank Seeks to Foreclose on 2 Properties
SILVERADO STREET: Court Dismisses Case and Related Proceedings
SPARTA CHEM: Case Summary & 3 Largest Unsecured Creditors
STALLION OILFIELD: Judge Recommends Dismissal of Steele Claims
STANDARD REGISTER: Dinsmore & Shohl Approved as Conflicts Counsel
SWIFT ENERGY: Moody's Assigns B2 Rating on Proposed $640MM Loan
THERAPEUTICSMD INC: Files Copy of Investor Presentation with SEC
TRISON SERVICES: Case Summary & 20 Largest Unsecured Creditors
U.S. RENAL: Moody's Affirms 'B2' Corporate Family Rating.
UBL INTERACTIVE: Has $1.57M Net Loss in March 31 Quarter
UNIVERSAL COOPERATIVES: Has Until Aug. 7 to File Plan
UNIVERSAL HEALTH: Fitch Affirms 'BB+' IDR, Outlook Stable
VICTORY MEDICAL: Proposes to Sell Plano Hospital Assets
VICTORY MEDICAL: Seeks to Hire Hoover Slovacek as Bankr. Counsel
VICTORY MEDICAL: Seeks Waiver of Local Counsel Designation Rule
VINAMEX SUPERMARKET: Case Summary & 20 Largest Unsecured Creditors
WAYNE COUNTY: Moody's Affirms 'Ba3' Rating on GOLT Debt
WET SEAL: Court Approves Compromise with CIT
WPCS INTERNATIONAL: Issues 172,194 Common Shares
[^] BOOK REVIEW: Transnational Mergers and Acquisitions
*********
AGRICOLA SENIOR: Fitch Assigns Final 'BB+' Rating on 5-Yr. Loan
---------------------------------------------------------------
Effective June 15, 2015, Fitch Ratings has assigned Agricola Senior
Trust's (AST) five-year USD loan participation notes (the notes) a
final long-term foreign currency rating of 'BB+'.
The final rating is in line with the expected rating Fitch assigned
to the notes on June 3, 2015.
KEY RATING DRIVERS
The final rating of the notes is at the same level of Banco
Agricola's (Agricola) long-term Issuer Default Rating (IDR) of
'BB+', reflecting that the notes will be AST's senior obligations
and will be secured by the trust's sole asset, a 100% participation
in and to a senior unsecured loan (the loan) from Bank of America
N.A. to Agricola. Banco Agricola will guarantee the payment
obligations of AST.
As part of the transaction, AST will acquire a 100% participation
in the loan, and AST will in turn pledge its rights under the loan
to the indenture trustee (The Bank of New York Mellon) as
collateral for the notes. The notes will mirror the conditions of
the loan. Accordingly, the notes will rank pari passu to
Agricola's senior unsecured and unsubordinated obligations.
Principal under the notes will mature in five years (June 18,
2020), and interest payments will be made semi-annually while
capital will be paid at the maturity of the loan/notes. The notes
will carry a fixed interest rate of 6.750%. Agricola will use the
net proceeds of the loan for general corporate purposes, which may
include, without limitation, working capital, funding the expansion
of the bank's loan portfolio, and the offering of new products and
services.
Agricola's IDR is driven by its Viability Rating (VR). In addition
to the challenging operating environment, Agricola's robust
capitalization and ample and diversified deposit base highly
influence its ratings. The ratings also consider Agricola's strong
franchise, sound and stable profitability and good asset quality.
The bank's performance has shown a proven resilience to downturns
in economic cycles.
Agricola's IDR is currently constrained by the Country Ceiling and,
together with its VR, remains two notches above El Salvador's
Sovereign Rating. Fitch believes there is a close link between
banks and sovereigns credit risk (and therefore ratings), and it is
exceptional for banks to be rated above their domestic sovereign.
On the other hand, even in the absence of a strong stand alone
performance and provided that the Country Ceiling remains
unchanged, Agricola's IDRs would remain at the same level given the
support it would likely receive from its parent, Bancolombia (rated
'BBB'/Positive Outlook by Fitch), should it be required.
RATING SENSITIVITIES
SENIOR DEBT
The rating of the notes is in line with Agricola's IDR and is
therefore sensitive to any changes in the latter.
The Negative Outlook for Agricola's IDR reflects that an eventual
downgrade of El Salvador's sovereign rating ('BB-'/Negative
Outlook) could result in a lower Country Ceiling. This would, in
turn, lead to a downgrade of Agricola's IDRs.
If the sovereign ratings are eventually affirmed at 'BB-' and the
Rating Outlook is revised to Stable from Negative, it is highly
likely that Agricola's IDR would also be affirmed with a Stable
Outlook.
Fitch currently rates Agricola as:
-- Long-term IDR 'BB+'; Outlook Negative;
-- Viability Rating 'bb+';
-- Short-term IDR 'B';
-- Support '3';
-- Long-term national rating 'AAA(slv)'; Outlook Stable;
-- Short-term national rating 'F1+(slv)';
-- Senior unsecured debt long-term rating 'AAA(slv)';
-- Senior secured debt long-term rating 'AAA(slv)'.
ALEXZA PHARMACEUTICALS: Receives Noncompliance Notice From Nasdaq
-----------------------------------------------------------------
Alexza Pharmaceuticals, Inc., received a notice on June 19, 2015,
from the Nasdaq Stock Market indicating that Alexza's common stock
no longer meets the continued listing requirement as set forth in
NASDAQ Rule 5550(b)(2) based on the market value of Alexza's listed
securities for the preceding 30 business days. The minimum market
value of listed securities for continued listing on the Nasdaq
Capital Market is $35 million.
Under NASDAQ Rule 5810(c)(3)(C), Alexza has a 180 calendar day
grace period from the date of the Notice to regain compliance by
meeting the continued listing standard. The continued listing
standard will be met if the market value of Alexza's listed
securities closes at $35 million or more for a minimum of 10
consecutive business days during such grace period. If Alexza is
unable to regain compliance during the 180 calendar day grace
period and receives a delisting determination from NASDAQ it may,
at that time, request a hearing to remain on The Nasdaq Capital
Market, which request will ordinarily suspend such delisting
determination until a decision by NASDAQ subsequent to the
hearing.
"There can be no assurance that Alexza will be successful in
maintaining its listing of the Common Stock on The Nasdaq Capital
Market. This could impair the liquidity and market price of the
Common Stock. In addition, the delisting of the Common Stock from
a national exchange could materially adversely affect Alexza's
access to capital markets, and any limitation on market liquidity
or reduction in the price of the Common Stock as a result of that
delisting could adversely affect Alexza's ability to raise capital
on terms acceptable to Alexza, or at all," the Company said in a
Form 8-K document filed with the Securities and Exchange
Commission.
About Alexza
Mountain View, California-based Alexza Pharmaceuticals, Inc., was
incorporated in the state of Delaware on Dec. 19, 2000, as FaxMed,
Inc. In June 2001, the Company changed its name to Alexza
Corporation and in December 2001 became Alexza Molecular Delivery
Corporation. In July 2005, the Company changed its name to Alexza
Pharmaceuticals, Inc.
The Company is a pharmaceutical development company focused on the
research, development, and commercialization of novel proprietary
products for the acute treatment of central nervous system
conditions.
Alexza Pharmaceuticals reported a net loss of $36.7 million in 2014
compared to a net loss of $39.6 million in 2013.
As of March 31, 2015, the Company had $43.2 million in total
assets, $94.8 million in total liabilities, and a $51.7 million
total stockholders' deficit.
Ernst & Young LLP, in Redwood City, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.
ALLIANCE ONE: John Hines to Retire as Director
----------------------------------------------
John M. Hines, a director of Alliance One International, Inc.,
communicated to the Company his intention to retire as a director
when his current term expires at the 2015 annual meeting of
shareholders, according to a document filed with the Securities and
Exchange Commission. Mr. Hines has served as a director of the
Company since 1995.
About Alliance One
Alliance One International is a leading global independent leaf
merchant. Visit the Company's Web site at http://www.aointl.com/
Alliance One reported a net loss of $15.6 million on $2.10 billion
of sales and other operating revenues for the year ended March 31,
2015, compared to a net loss of $87.0 million on $2.3 billion of
sales and other operating revenues for the year ended March 31,
2014.
As of March 31, 2015, Alliance One had $1.60 billion in total
assets, $1.40 billion in total liabilities and $236 million in
total equity.
* * *
As reported by the TCR on Feb. 12, 2015, Moody's Investor Service
downgraded the Corporate Family Rating of Alliance One
International, Inc. (AOI) to Caa1 from B3. The downgrade of AOI's
CFR to Caa1 reflects Moody's expectation that credit metrics will
remain weak over the next 12 - 18 months.
The TCR reported on April 13, 2015, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Morrisville,
N.C.-based Alliance One International Inc. to 'CCC+' from 'B-'.
ALLIED NEVADA: Seeks Nov. 5 Extension of Plan Filing Date
---------------------------------------------------------
Allied Nevada Gold Corp., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to further extend the period during which
they have the exclusive right to file a plan through and including
Nov. 5, 2015, and the period during which they have the exclusive
right to solicit acceptances of the plan through and including Jan.
4, 2016.
According to the Debtors, they are currently in the process of
revising their projections and related valuation analyses that were
filed with the Disclosure Statement explaining their Joint Chapter
11 Plan of Reorganization to reflect their current financial and
operating performance and are in discussions with their primary
creditor constituencies regarding modifications to the Plan. The
Debtors said they expect to file a revised plan and disclosure
statement in the near term.
The Debtors are represented by Stanley B. Tarr, Esq., Bonnie Glantz
Fatell, Esq., and Michael D. DeBaecke, Esq., at Blank Rome LLP, in
Wilmington, Delaware; and Ira S. Dizengoff, Esq., Philip C. Dublin,
Esq., and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in New York.
About Allied Nevada
Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a
publicly traded U.S.-based gold and silver producer engaged in
mining, developing and exploring properties in the State of
Nevada.
ANV was spun off from Vista Gold Corp. in 2006 and began operations
in May 2007. Nevada-based mining properties acquired from Vista
include the Hycroft Mine, an open-pit heap leach operation located
54 miles west of Winnemucca, Nevada. ANV controls 75 exploration
properties throughout Nevada as of
Dec. 31, 2014.
On March 10, 2015, ANV and 13 affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware. The Debtors have requested that their cases
be jointly administered under Case No. 15-10503. The cases are
assigned to Judge Mary F. Walrath.
The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer
& Feld LLP as attorneys; FTI Consulting Inc. as financial advisor;
Moelis & Company as financial advisor; and Prime Clerk LLC as
claims and noticing agent.
ANV disclosed $941 million in total assets and $664 million in
total debt as of Dec. 31, 2014.
* * *
Allied Nevada Gold Corp., et al.'s plan of reorganization
incorporates the terms of the prepetition plan support agreement
reached by the Debtors with holders of at least 67% of the
aggregate outstanding principal amount of the Notes and 100% of the
Holders of Secured ABL Claims and Secured Swap Claims.
Pursuant to the plan support agreement, each Holder of an Allowed
Secured ABL Claim will receive (i) its Pro Rata share of the
Secured ABL/Swap Cash Payments not made prior to the Effective Date
and (ii) an amount of New First Lien Term Loans in an aggregate
principal amount equal to (A) the amount of allowed claims pursuant
to Section 2.7(b) of the Plan minus (B) the amount paid in cash in
respect of the Secured ABL Claims pursuant to clause (i) of Section
2.7(c) of the Plan. In addition, for the avoidance of doubt, any
unpaid amounts owed to the holders of Secured ABL Claims pursuant
to Section 11 of the DIP Facility Order will be due and payable in
cash on the Effective Date.
A full-text copy of the Disclosure Statement dated April 24, 2015,
is available at http://bankrupt.com/misc/ALLIEDds0424.pdf
ALLIED NEVADA: Shareholders Balk at Plan's "Deathtrap" Provision
----------------------------------------------------------------
The Official Committee of Equity Security Holders of Allied Nevada
Gold Corp., et al., as well as underwriters Dundee Securities Ltd.
and Cormark Securities Inc. filed objections to the disclosure
statement explaining Allied Gold's reorganization plan.
The Equity Committee says the Disclosure Statement, as currently
drafted, seeks to strong-arm shareholders (Classified under Class
10) into accepting the proposed treatment of their interests under
the Plan by including a "deathtrap" provision that would provide no
distribution to Class 10 unless the equity holders vote in favor of
the Plan.
In a proposed letter urging shareholders to reject the Plan, the
Committee stated, "If Class 10 rejects the Plan, then Class 10 will
not receive any distribution under the Plan. In such an event, the
Equity Committee anticipates objecting to confirmation of the Plan
on the grounds that the plan is not fair and equitable as required
by the Bankruptcy Code. The outcome of such an objection will
depend on the enterprise value of the Reorganized Debtors and
whether equity exists (i.e., whether the enterprise value of the
Reorganized Debtors exceeds total outstanding indebtedness). If
Class 10 accepts the Plan, then Class 10 will receive the New
Warrants, and the Equity Committee will not be able to contest the
Plan on the grounds related to enterprise value. Based upon the
restrictions contained in the New Warrants and the limitations on
their exercisability as set forth in the Plan, the Equity Committee
views the proposed New Warrants to be, as a practical matter,
essentially worthless."
The Disclosure Statement, according to the Equity Committee, lacks
fundamental information necessary to evaluate the Debtors' current
financial situation and the reasonableness of the proposed Plan.
The group claims the Disclosure Statement is inadequate with regard
to at least the following:
(a) Deathtrap: The Disclosure Statement contains a deathtrap
provision that would provide Class 10 with no distribution unless
Class 10 votes in favor of the Plan. In light of the deathtrap
provision, Class 10 should be deemed to have rejected the Plan
pursuant to Section 1126(g) of the Bankruptcy Code, and the
Disclosure Statement should be amended to reflect that Class 10 is
deemed to have rejected the Plan.
(b) Valuation: When the terms of the pre-negotiated Plan were
being negotiated, the shareholders were not consulted or given a
seat at the table with respect to the proposed treatment of their
interests. The Equity Committee has not been provided with the
valuation analysis by Moelis referenced in Exhibit E to the
Disclosure Statement, and the Equity Committee's analysis of the
Reorganized Debtors' enterprise value will take approximately 4 to
6 weeks to complete (assuming that Debtors cooperate with respect
to information and discovery requests). Given Debtors' decision to
not include the shareholders in prior negotiations, and given the
lack of information available to the Equity Committee to date, the
Equity Committee cannot support the Plan or the proposed treatment
of Class 10. To the extent that Debtor is allowed to solicit votes
from shareholders in Class 10, the Equity Committee requests that
the Disclosure Statement be accompanied by a letter providing that
the Equity Committee is recommending to equity holders that they
reject the Plan.
(c) Alternative Methods for Extraction: The Disclosure Statement
discusses the Hycroft Expansion Project and the need to raise
sufficient capital to commence construction of Phase 1 of the mill
by January 1, 2016. However, the Disclosure Statement fails
identify or analyze any alternative means for extraction of gold
and silver from sulfide ore.
(d) Assets: There is no disclosure or insufficient disclosure
concerning assets fundamental to the Debtors' ongoing business
operations, including mineral reserves and resources. Disclosure is
also insufficient with regard to potentially valuable assets that
are not components of the core operations, such as water rights and
litigation claims.
(e) Explanation of Business Failure: The Disclosure Statement
provides only the most cursory discussion of the reasons ANV filed
for bankruptcy protection. The factors identified in the
Disclosure Statement as contributing to the business failure --
overleverage, weak gold and silver prices, an out-of-the-money
currency swap -- were all known by management long before the
bankruptcy. And yet the company issued positive financial
projections and even sold new shares of common stock within a few
months of the Chapter 11 filing. Particularly given that the
proposed Plan apparently contemplates continuing operations with
prepetition management and board of directors still in place (at
least no replacements are identified), the Disclosure Statement
must provide a more thorough and frank explanation of the events
leading up to the bankruptcy.
(f) Post-Emergence Operations: The Disclosure Statement fails to
describe any existing plans for operations after confirmation,
including (i) an identification of proposed management and board of
directors and their qualifications, and (ii) an explanation of any
steps the Debtors intend to take to improve their financial
prospects. It is unclear when the Debtors intend to disclose the
identity of the board of directors of the reorganized debtors.
Section 4.6(b) of the proposed Plan is inconsistent -- on the one
hand, it states that "the New Board shall be persons identified in
the Plan Supplement" whereas on the other hand, the same paragraph
states that "the Debtors shall disclose the identity and
affiliations of any person proposed to serve on the New Board after
the Confirmation Date and prior to the Effective Date." Either way,
the New Board will not be disclosed sufficiently in advance of the
Voting Deadline. Even more troubling, in the latter instance, the
New Board will not be disclosed until after the Court determines
whether to confirm the plan. This is contrary to Section
1129(a)(5) of the Bankruptcy Code.
(g) Releases: No information is provided in the Disclosure
Statement concerning claims or potential claims that would be
released under the proposed Plan.
The Equity Committee is represented by:
COLE SCHOTZ P.C.
Patrick J. Reilley, Esq.
Nicolas J. Brannick, Esq.
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Telephone: (302) 652-3131
Facsimile: (302) 652-3117
E-mail: preilley@coleschotz.com
nbrannick@coleschotz.com
- and -
LECLAIRRYAN
Janice B. Grubin, Esq.
885 Third Avenue, 16th Floor
New York, NY 10022
Phone: (212) 634-5016
Facsimile: (212) 634-5062
E-mail: janice.grubin@leclairryan.com
- and -
LECLAIRRYAN
Gregory J. Mascitti, Esq.
Richard A. McGuirk, Esq.
70 Linden Oaks, Suite 210
Rochester, NY 14625
Phone: (585) 270-2106
Facsimile: (585) 270-2166
E-mail: gregory.mascitti@leclairryan.com
richard.mcguirk@leclairryan.com
- and -
LECLAIRRYAN
Michael J. Crosnicker, Esq.
2318 Mill Road, Suite 1100
Alexandria, VA 22314
Phone: (585) 270-2113
Facsimile: (585) 270-2173
E-mail: michael.crosnicker@leclairryan.com
Underwriters' Objection
Dundee and Cormark ("Underwriters") say the Disclosure Statement
fails to provide adequate information for creditors to evaluate the
amount of recovery, if any, available to them and the
reasonableness of the proposed Plan, as required by 11 U.S.C. Sec.
1125(a). The Underwriters and other creditors and interest holders
cannot make an informed decision because the Disclosure Statement
fails to adequately disclose information concerning the (i) the
Canadian Litigation and its impact on the Debtors; (ii) the amount
of ANV assets, including without limitation, the extent of
insurance coverage available to the Underwriters, plaintiffs or
defendants in the Canadian Litigation; (iii) claims that are
subject to releases under the Plan; and (iv) the consideration
provided for non-debtor third party releases under the Plan.
The Underwriters are represented by:
PEPPER HAMILTON LLP
Evelyn J. Meltzer, Esq.
John H. Schanne, II, Esq.
Hercules Plaza, Suite 5100
1313 N. Market Street
P.O. Box 1709
Wilmington, DE 19899-1709
Phone: (302) 777-6500
Fax: (302) 421-8390
- and -
TORYS LLP
Alison Bauer, Esq.
1114 Avenue of the Americas, 23rd Floor
New York, NY 10036.7703
Phone: (212) 880-6000
Fax: (212) 682-0200
The Chapter 11 Plan
Allied Nevada Gold Corp., et al.'s plan of reorganization
incorporates the terms of the prepetition plan support agreement
reached by the Debtors with holders of at least 67% of the
aggregate outstanding principal amount of the Notes and 100% of the
Holders of Secured ABL Claims and Secured Swap Claims.
Pursuant to the plan support agreement, each Holder of an Allowed
Secured ABL Claim will receive (i) its Pro Rata share of the
Secured ABL/Swap Cash Payments not made prior to the Effective Date
and (ii) an amount of New First Lien Term Loans in an aggregate
principal amount equal to (A) the amount of allowed claims pursuant
to Section 2.7(b) of the Plan minus (B) the amount paid in cash in
respect of the Secured ABL Claims pursuant to clause (i) of Section
2.7(c) of the Plan. In addition, for the avoidance of doubt, any
unpaid amounts owed to the holders of Secured ABL Claims pursuant
to Section 11 of the DIP Facility Order will be due and payable in
cash on the Effective Date.
Each Holder of an Allowed Secured Swap Claim will receive (i) its
Pro Rata share of the Secured ABL/Swap Cash Payments not made prior
to the Effective Date and (ii) an amount of New First Lien Term
Loans in an aggregate principal amount equal to (A) the amount of
allowed claims pursuant to Section 2.8(b) of the Plan minus (B) the
amount paid in cash in respect of the Secured Swap Claims pursuant
to clause (i) of Section 2.8(c) of the Plan. In addition, for the
avoidance of doubt, any unpaid amounts owed to the holders of
Secured Swap Claims pursuant to Section 11 of the DIP Facility
Order will be due and payable in cash on the Effective Date.
Under the Plan, holders of notes claim who elect to receive new
common stock will recover 2% to 37% of their allowed claim, while
holders of notes claim who elect to receive cash will recover 2.4%
to 100% of their allowed claim. Holders of general unsecured
claims are unimpaired and are deemed to recover 100% of their
allowed claim.
A full-text copy of the Disclosure Statement dated April 24, 2015,
is available at:
http://bankrupt.com/misc/ALLIEDds0424.pdf
About Allied Nevada
Allied Nevada Gold Corp. (OTCMKTS: ANVGQ), a Delaware corporation,
is a U.S.-based gold and silver producer engaged in mining,
developing and exploring properties in the State of Nevada. ANV
was spun off from Vista Gold Corp. in 2006 and began operations in
May 2007. Nevada-based mining properties acquired from Vista
include the Hycroft Mine, an open-pit heap leach operation located
54 miles west of Winnemucca, Nevada. ANV controls 75 exploration
properties throughout Nevada as of Dec. 31, 2014.
On March 10, 2015, ANV and 13 affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-10503). The cases
are assigned to Judge Mary F. Walrath.
The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer
& Feld LLP as attorneys; FTI Consulting Inc. as financial advisor;
Moelis & Company as financial advisor; and Prime Clerk LLC as
claims and noticing agent.
ANV disclosed $941 million in total assets and $664 million in
total debt as of Dec. 31, 2014.
The U.S. Trustee appointed three creditors of the company to serve
on the official committee of unsecured creditors. The Committee
retained Arent Fox LLP as co-counsel, and Polsinelli PC as
conflicts counsel. It hired Zolfo Cooper, LLC as bankruptcy
consultant and financial advisors, and Upshot Services LLC as
information agent.
The U.S. Trustee also named an Official Committee of Equity
Security Holders.
ALLIED NEVADA: US Trustee Further Amends Equity Committee Members
-----------------------------------------------------------------
Andrew R. Vara, Acting United States Trustee for Region 3, amended
the membership of the Committee of Equity Security Holders
appointed in the case of debtor Allied Nevada Gold Corp., cutting
them to three:
1. John Connor
Tel: (310) 773-0708
2. Ajay Maskar
Tel: (916) 365-5765
3. Michael Richey
Tel: (704) 560-6218
About Allied Nevada
Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a
publicly traded U.S.-based gold and silver producer engaged in
mining, developing and exploring properties in the State of
Nevada.
ANV's common stock trades on the NYSE and the TSX.
ANV was spun off from Vista Gold Corp. in 2006 and began
operations in May 2007. Nevada-based mining properties acquired
from Vista include the Hycroft Mine, an open-pit heap leach
operation located 54 miles west of Winnemucca, Nevada. ANV
controls 75 exploration properties throughout Nevada as of Dec. 31,
2014.
On March 10, 2015, ANV and 13 affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware. The Debtors have requested that their cases
be jointly administered under Case No. 15-10503. The cases are
assigned to Judge Mary F. Walrath.
The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer
& Feld LLP as attorneys; FTI Consulting Inc. as financial advisor;
Moelis & Company as financial advisor; and Prime Clerk LLC as
claims and noticing agent.
ANV disclosed $941 million in total assets and $664 million in
total debt as of Dec. 31, 2014.
AMERICAN AXLE: Moody's Revises Outlook to Pos. & Affirms B1 CFR
---------------------------------------------------------------
Moody's Investors Service revised American Axle & Manufacturing
Holdings, Inc.'s rating outlook to positive from stable. In a
related action Moody's affirmed American Axle's B1 Corporate Family
Rating and B1-PD Probability of Default Rating (PDR), and affirmed
the ratings of American Axle & Manufacturing, Inc.'s unsecured
notes at B2. The Speculative Grade Liquidity Rating was raised to
SGL-2 from SGL-3.
Moody's took these rating actions:
American Axle & Manufacturing Holdings, Inc.:
Corporate Family Rating, affirmed at B1;
Probability of Default Rating, affirmed at B1-PD;
Speculative Grade Liquidity Rating, upgraded to SGL-2 from SGL-3
Rating Outlook, Changed to Positive from Stable
American Axle & Manufacturing, Inc.:
$200 million senior unsecured notes due 2019, affirmed at B2
(LGD4)
$550 million senior unsecured notes due 2022, affirmed at B2
(LGD4);
$400 million senior unsecured notes due 2021, affirmed at B2
(LGD4);
$200 million senior unsecured notes due 2019, affirmed B2
(LGD4);
Rating Outlook, Changed to Positive from Stable
RATING RATIONALE
American Axle's positive rating outlook incorporates the company's
successful execution of new business and profit margin improvement
initiatives. These trends are supporting the company's achievement
of positive free cash flow generation in 2014 and are expected to
further support growth in positive free cash flow to comfortably
more than $100 million in 2015. The free cash flow provides the
company additional flexibility to pursue growth initiatives, fund
debt payments, and manage periods of cyclical weakness. For LTM
period ending March 31, 2015 American Axle's EBITA margin
(inclusive of Moody's adjustments) was approximately 8.5% while
EBITA/Interest was about 2.8x, which reflects consistent
improvement over the past two years. Moody's anticipates that the
company's new business backlog combined with ongoing growth in
vehicle content will support continued improvement in credit
metrics over the next year.
The combination of American Axle's current cash balance
(approximately $206 million, as of March 31,2015) and expected free
cash flow generation should position the company with strong cash
balances over the near-term. The company may have an opportunity
use this cash to reduce cash interest costs as the 5.125% unsecured
notes are callable in November 2015. The company's 7.75% unsecured
notes due 2019 are callable with a make whole provision on
remaining scheduled interest payments. The remaining bonds have
call provisions in later years.
With the anticipated cash build up over the near-term, American
Axle has a number of options with regard to deploying its cash
including debt reduction, strategic growth opportunities, and
shareholder return opportunities. Moody's will evaluate over the
next 12-18 months the company's ability to execute one or more of
these options while demonstrating the willingness and ability to
achieve and maintain previously established credit metrics
necessary to support a higher rating.
American Axle's B1 CFR reflects the company's high customer and
regional concentrations, the narrow business focus on driveline
systems for cars and light trucks, and exposure to highly cyclical
vehicle sales. Yet, the company continues to make progress on
reducing its concentrations, with sales to GM at about 66% of
consolidated net sales in the first quarter of 2015 compared to 68%
for the full year 2014, and 71% in 2013. While sales in North
America represented about 86% of revenues in 2014, about 63% of the
company's 2015-2017 new business backlog is outside of North
America.
The upgrade of the speculative-grade liquidity rating to SGL-2 from
SGL-3 reflects the company's improved free cash flow and rising
cash balance because of rising vehicle production and increasing
profit margin.
American Axle's good liquidity profile over next 12-15 months is
supported by cash on hand of approximately $206 million as of March
31, 2015 and Moody's projection for positive free cash flow as a
percentage of debt in the high single digits over the next 12-15
months. Availability under the $523.5 million revolving credit
facility was $505.5 million after $18 million of outstanding
letters of credit, providing additional liquidity support. Moody's
expects the company to have ample EBITDA cushion over the next
12-15 months within the principal financial covenants under the
revolving credit facility and term loan, which consist of a secured
net debt/EBITDA test and an EBITDA/cash interest expense test.
A rating upgrade would require continued revenue and earnings
growth, a liquidity position that provides flexibility to manage
through periods of weaker production volume, and free cash
flow-to-debt in the high single-digit range as the company manages
through higher platform launch levels. Sustained EBITA/Interest
coverage over 2.5x and Debt/EBITDA below 3.0x are also necessary
for an upgrade.
A downgrade could arise if industry conditions were to deteriorate
without sufficient offsetting restructuring actions or savings by
the company. A lower rating could result if EBITA/Interest is
maintained below 2.0x, Debt/EBITDA is above 4.5x, or liquidity
deteriorates.
The principal methodology used in this rating was the Global
Automotive Supplier Industry published in May 2013. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
American Axle & Manufacturing, Inc., headquartered in Detroit, MI,
manufactures, designs, engineers and validates driveline systems
and related components and modules, chassis systems for light
trucks, SUV's, CUV's, passenger cars, and commercial vehicles. The
company has locations in the USA, Mexico, Brazil, China, Germany,
India, Japan, Luxembourg, Mexico, Poland, Scotland, South Korea,
Sweden and Thailand. The company reported revenues of $3.7 billion
in 2014.
AOXING PHARMACEUTICAL: Board Members Increased to Five
------------------------------------------------------
Aoxing Pharmaceutical Company, Inc., held its annual shareholder
meeting on June 23, 2015, at which the shareholders elected
Zhenjiang Yue, Guozhu Xu, Yang Li and Hui Shao as directors to hold
office until the next annual meeting of shareholders and until
their successors are duly elected. The shareholders also ratified
the appointment of BDO China Shu Lun Pan Certified Accountants, LLP
as independent registered public accounting firm of the Company for
the fiscal year ending June 30, 2015.
Immediately following the Annual Meeting, the Board of Directors
voted to increase the number of members of the Board to five, and
elected Jun Min to fill the vacancy on the Board. Jun Min had
served as a member of the Board until the annual shareholders
meeting.
About Aoxing
Aoxing Pharmaceutical Company, Inc., is a Jersey City, New Jersey-
based specialty pharmaceutical company. The Company is engaged in
the development, production and distribution of pain-management
products, narcotics and other drug-relief medicine.
In its report on the consolidated financial statements for the
year ended June 30, 2014, BDO China Shu Lun Pan Certified Public
Accountants LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
continues to incur losses from operations, has negative cash flow
from operations and a working capital deficit.
The Company reported a net loss of $8.63 million for the fiscal
year ended June 30, 2014, compared to a net loss of $17.3 million
for the year ended June 30, 2013.
ARCHDIOCESE OF MILWAUKEE: Aug. 26 Hearing on Disclosure Statement
-----------------------------------------------------------------
Chief Judge Susan V. Kelley of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin in mid-June entered an amended
scheduling order regarding confirmation of the Archdiocese of
Milwaukee's proposed plan, providing that:
1. The Debtor will file an Amended Plan and Second Amended
Disclosure Statement on or before July 16, 2015. Unless the
information is included in the Second Amended Disclosure Statement,
the Debtor will file a separate motion setting out the legal
authorities and summary of the grounds it will rely upon to support
the Cemetery Trust Settlement on or before July 16, 2015.
2. The Debtor will file a preliminary list of witnesses and
exhibits regarding the Cemetery Trust Settlement by July 23, 2015.
This deadline does not preclude the Committee's ability to propose
earlier discovery.
3. Objections to the Second Amended Disclosure Statement must be
filed on or before Aug. 17, 2015.
4. The hearing on the Second Amended Disclosure Statement will
be held on Aug. 26, 2015 beginning at 9:30 a.m. This is an
in-person hearing, and telephone appearances are not permitted.
[The following dates and deadlines assume that the Court approves
the Amended Disclosure Statement as containing adequate information
at or shortly after the August 26, 2015 hearing:]
5. Unless there is no disagreement between the Debtor and the
Committee, a hearing on the contents and language of the
solicitation package, including the form of the ballot, will be
held on Sept. 1, 2015 at 1 p.m. Out of town counsel are welcome to
appear by telephone at this hearing.
6. All parties must file their preliminary list of witnesses,
including a summary of each witnesses' testimony, on or before
Sept. 11, 2015. (The Debtor's list and summary will include those
witnesses not previously disclosed with respect to the Cemetery
Trust Settlement.)
7. Solicitation packages will be mailed by September 15, 2015,
and notice of the confirmation hearing will be published in
selected newspapers by September 15, 2015.
8. Objections to the Amended Plan must be filed on or before
Oct. 15, 2015.
9. Ballots are due on or before Oct. 15, 2015. The Debtor will
file a ballot report by Oct. 23, 2015.
10. Responses to objections are due on or before October 30,
2015.
11. The deadline for all parties to supplement their list of
witnesses, including a summary of each witnesses' testimony, is
Nov. 2, 2015. Witnesses not named by this deadline will not be
permitted to testify.
12. The deadline for all parties to file their plan confirmation
exhibits is Nov. 2, 2015. Exhibits not filed by this deadline will
not be received into evidence.
13. A final status conference to address any preliminary motions
will be held on Nov. 6, 2 015 at 12 p.m. Out of town counsel are
welcome to appear by telephone for this hearing.
14. The hearing on confirmation of the Amended Plan will be held
on Nov. 9, 2015 at 9 a.m. and continue on succeeding days beginning
at a time set by the Court. Nov. 11, 2015 is a federal holiday,
and the Court will not be in session. The confirmation hearing is
an in-person hearing. Telephone appearances are not permitted.
15. Changes to the dates and deadlines in this Order may be made
by stipulation.
The Official Committee of Unsecured Creditors in May filed an
objection to the briefing and hearing scheduled proposed by the
Debtor. The Committee said the Court should determine if it has
subject matter jurisdiction to enjoin the survivors' claims against
the parishes in connection with the insurance settlements prior to
scheduling further proceedings on confirmation of the Amended Plan.
If the Court does not promptly determine that it lacks subject
matter jurisdiction to confirm the Amended Plan, the Committee
asked the Court to require the Debtor to file an Amended Plan by
June 4, and seek approval of the Second Amended Disclosure
Statement by July 6.
About Archdiocese of Milwaukee
The Diocese of Milwaukee was established on Nov. 28, 1843, and was
elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The
region served by the Archdiocese consists of 4,758 square miles in
southeast Wisconsin which includes counties Dodge, Fond du Lac,
Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha. There are 657,519 registered Catholics
In the Region.
The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse by
priests on minors.
The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.
Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.
The Archdiocese estimated assets and debts of $10 million to $50
million in its Chapter 11 petition.
ARCHDIOCESE OF MILWAUKEE: Stephen Gerlach is Future Claimants' Rep.
-------------------------------------------------------------------
Judge Susan V. Kelley of the U.S. Bankruptcy Court for the Eastern
District of Wisconsin, at the behest of the Archdiocese of
Milwaukee, substituted Stephen S. Gray with Stephen Gerlach as the
future claimants' representative.
The Debtor's counsel, Lindsey M. Greenawald, Esq., at Whyte
Hirschboek Dudek S.C., in Milwaukee, Wisconsin, told the Court that
Mr. Gray retired from Deloitte Transactions and Business Analytics
LLP, an affiliate of Deloitte Financial Advisory Services LLP. The
Debtor wants Mr. Gray to be replaced with Mr. Gerlach as the latter
had been providing assistance to Mr. Gray throughout the time of
Mr. Gray's appointment as the FCR.
The Debtor is represented by:
Daryl L. Diesing, Esq.
Bruce G. Arnold, Esq.
Francis H. LoCoco, Esq.
Lindsey M. Greenawald, Esq.
WHYTE HIRSCHBOEK DUDEK S.C.
555 East Wells Street, Suite 1900
Milwaukee, WI 53202-3819
Telephone: (414)978-5536
Facsimile: (414)223-5000
Email: ddiesing@whdlaw.com
barnold@whdlaw.com
flococo@whdlaw.com
lgreenawald@whdlaw.com
About the Archdiocese of Milwaukee
The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX.
The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan,
Walworth, Washington and Waukesha. There are 657,519 registered
Catholics in the Region.
The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case
No. 11-20059) on Jan. 4, 2011, to address claims over sexual
abuse by priests on minors.
The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.
Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.
The Official Committee of Unsecured Creditors in the bankruptcy
case has retained Pachulski Stang Ziehl & Jones LLP as its
counsel, and Howard, Solochek & Weber, S.C., as its local
counsel.
The Archdiocese estimated assets and debts of $10
million to $50 million in its Chapter 11 petition.
ASCENA RETAIL: Moody's Assigns 'Ba2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
and Ba2-PD Probability of Default Rating to Ascena Retail Group,
Inc. Moody's also assigned a SGL-2 Speculative Grade Liquidity
rating and Ba2 rating to the company's proposed $1.8 billion senior
secured term loan B due 2022. The rating outlook is stable.
Proceeds from the new term loan along with around $129 million
borrowings on a new $600 million asset backed revolver maturing
2020 (unrated), $466 million Ascena equity and $150 million balance
sheet cash will be used to finance the acquisition of specialty
retailer ANN INC. ("Ann") for total consideration of around $2.2
billion. The company will also refinance its existing $500 million
revolving credit facility ($155 million outstanding as of
4/2/2015). The acquisition is expected to close in September 2015.
Ratings Assigned:
Corporate Family Rating -- Ba2
Probability of Default Rating -- Ba2-PD
Speculative Grade Liquidity Rating - SGL-2
$1.8 billion Senior Secured Term Loan B due 2022 -- Ba2, LGD3
The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's.
RATINGS RATIONALE
Ascena's Ba2 Corporate Family Rating reflects the company's large
scale, moderate leverage, good liquidity and diversified portfolio
of differentiated women's specialty apparel brands. We believe the
addition of Ann Taylor and LOFT brands through the Ann acquisition
enhances Ascena's existing brand portfolio, which includes four
brands that generate over $1 billion in sales each (brands Justice,
Lane Bryant, maurices and dressbarn). Although the company has a
solid position in niche categories such as plus size and career
fashion, we believe that most of the brands have reached near
maturity.
The Ba2 rating also incorporates execution risk given the company
is taking on a sizable acquisition at the same time as its
turnaround efforts at the Justice brand and continued cost cutting
initiatives. However, we believe the company has taken appropriate
measures to stabilize earnings decline by leveraging its shared
services platform and achieving targeted cost synergies. We believe
integration risk related to the Ann acquisition is low given it
will be run as a separate brand in Ascena's overall decentralized
structure.
Although Ascena's pro forma metrics position the company weakly
within the Ba2 rating category, Moody's expects them to improve
through cost savings and modest debt repayment using excess cash
flow. Moody's adjusted debt to EBITDA pro forma the proposed debt
raise and including Ann EBITDA is around 4.1x for the twelve months
ending April 25, 2015. We expect the company to maintain
conservative financial policies and apply excess cash flow to repay
term loan borrowings such that leverage reduces to the mid-3x range
by fiscal 2017. Interest coverage (Moody's adjusted EBITA /
interest expense) of 1.8x pro forma the proposed transaction is
expected to improve to the mid-2x range. An important factor in the
Ba2 rating is the company's track record of using free cash flow to
repay debt -- evidenced after the 2012 acquisition of Charming
Shoppes - and our expectation the company will pay down debt from
free cash flow which mitigates execution risk with the acquisition
or its turnaround initiatives at brands such as Justice.
The Speculative Grade Liquidity Rating of SGL-2 reflects Moody's
expectations that the company will maintain good liquidity with
healthy cash balance, $150-200 million in annual free cash flow for
the combined company and access to its new $600 million asset-based
revolver. The proposed term loan does not have financial covenants
and the new revolver has a springing fixed charge coverage ratio
covenant of 1x if availability falls below 10% or $45 million for 3
consecutive days (which Moody's does not anticipate).
The stable rating outlook reflects Moody's view that Ascena will
achieve flat to modest overall revenue growth and maintain a good
liquidity profile. Moody's expects modest deleveraging to occur
over the rating horizon through stabilization in earnings as the
company realizes targeted cost synergies and applies free cash flow
to repay term loan borrowings.
Ratings could be upgraded if Ascena's EBITDA margins recover to
historical levels in the low teen range. Quantitatively, ratings
could be upgraded if debt to EBITDA is maintained below 3.5x and
interest coverage is sustained above 3x.
Given Ascena's metrics are currently weak for the rating, there is
no capacity for the company to undertake additional debt financed
acquisitions or return significant cash to shareholders.
Quantitatively, ratings could be downgraded if there is further
deterioration in earnings such that debt to EBITDA was sustained in
the mid four times range.
Headquartered in Mahwah, New Jersey, Ascena Retail Group, Inc.
("Ascena") operates 3,900 stores throughout the United States and
Canada under the brands Justice, Lane Bryant, maurices, dressbarn
and Catherines. The company has agreed to acquire ANN Inc. ("Ann"),
which operates brands Ann Taylor and LOFT, for around $2.2 billion.
Revenue for the combined company is projected to be around $7.4
billion during fiscal 2015 (ending July 2015).
BOREAL WATER: Completes Convertible Note Exchange
-------------------------------------------------
Boreal Water Collection, Inc. completed the conversion of its final
convertible note in exchange for loaned funds. According to a
document filed with the Securities and Exchange Commission, lenders
included Eastmore Capital, LLC; Actus Private Equity Fund, LLC;
Typenex Co - Investment, LLC; HGT Capital LLC, LG Capital Funding
LLC, JSJ Investments Inc and Francine Lavoie (Company CEO, sole
Board Member and majority shareholder).
The earliest of these convertible notes was dated May 1, 2014. The
last notice of conversion was June 19, 2015. A total of $838,232
was lent to the Company. A total of 2,145,542,466 common shares
were converted by the noteholders in exchange for the debt. All
common share certificates were issued without restrictive legend
except those to Francine Lavoie.
A chart summarizing the dates and amounts with interest rates lent
and conversion notice dates, conversion prices and conversion stock
amounts is available for free at http://is.gd/yuPsd4
About Boreal Water
Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a
personalized bottled water company specializing in premium custom
bottled water.
Boreal Water reported a net loss of $886,000 on $2.41 million of
sales for the year ended Dec. 31, 2014, compared with net income of
$613,000 on $2.15 million of sales for the year ended Dec. 31,
2013.
As of March 31, 2015, the Company had $3 million in total assets,
$2.68 million in total liabilities, and $314,000 in total
stockholders' equity.
Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014. The accounting firm noted that the
Company has incurred a deficit of approximately $3.6 million and
has used approximately $800,000 of cash due to its operating
activities in the two years ended Dec. 31, 2014. The Company may
not have adequate readily available resources to fund operations
through Dec. 31, 2015. This raises substantial doubt about the
Company's ability to continue as a going concern.
BPZ RESOURCES: Plan Filing Date Extended to Aug. 6
--------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas, Victoria Division, extended through and
including Aug. 6, 2015, the period by which BPZ Resources, Inc.,
has exclusive right to file a Chapter 11 plan.
The one-month exclusive plan filing date extension follows an
agreement for the extension between the Debtor and the Official
Committee of Unsecured Creditors.
The Debtor originally requested for a 60-day extension of the
Exclusive Filing Period from July 7, 2015, to September 7, 2015 and
the Exclusive Solicitation Period from September 4, 2015, to
November 3, 2015, in order to continue and conclude its discussions
with the Committee regarding the proposed extension. The Committee
agreed only to a one-month extension.
About BPZ Resources
BPZ Energy -- http://www.bpzenergy.com/-- is an independent oil
and gas exploration and production company which has license
contracts covering 1.9 million net acres in offshore and onshore
Peru. BPZ Resources maintains an office in Victoria, Texas, and
through its subsidiaries maintains offices in Lima and Tumbes,
Peru, and Quito, Ecuador.
BPZ Resources sought Chapter 11 protection (Bankr. S.D. Tex. Case
No. 15-60016) in Victoria, Texas, on March 9, 2015. The case is
pending before the Honorable David R. Jones.
The Debtor has tapped Stroock & Stroock & Lavan LLP as bankruptcy
counsel, Hawash Meade Gaston Neese & Cicack LLP, as local Texas
counsel, Houlihan Lokey Capital, Inc., as investment banker, Baker
Hostetler, as the audit committee's special counsel; and Kurtzman
Carson Consultants as claims and noticing agent.
The Debtor disclosed total assets of $364 million and debt of $275
million.
The U.S. trustee overseeing the Chapter 11 case of BPZ Resources
Inc. appointed five creditors of the company to serve on the
official committee of unsecured creditors.
* * *
BPZ Resources, Inc., won approval from the U.S. Bankruptcy Court
for the Southern District of Texas, Victoria Division, of its
motion to, among other things, approve the sale of substantially
all of the Company's assets and, in connection with such sale,
establish bidding procedures and an auction.
The deadline for submitting a bid is June 26. To the extent at
least two qualified bids are received, an auction will be held on
June 30. The Court will consider approval of the sale on July 7.
BRAND AFFINITY: Asset Auction Scheduled for July 9
--------------------------------------------------
Lights, cameras, and computer equipment will be available for sale
when Tiger Group's Remarketing Services Division and Reich Brothers
conduct an online only sale of assets formerly owned by Brand
Affinity Technologies Inc., a bankrupt technology and marketing
services company that focused on the professional sports and
entertainment markets.
Online bidding will commence July 2 at www.SoldTiger.com and will
close in rapid succession, live auction style, on July 9 beginning
at 10:30 a.m. (PT). Previews of the various assets being offered
will be held July 8, from 10:00 a.m. to 4:00 p.m. (PT) at the
American Relocation & Logistics facility located at 13545 Larwin
Circle, Santa Fe Springs, Calif.
"This sale represents a unique buying opportunity for photographers
-- both the professional and the enthusiast," said John Coelho,
Senior Vice President of Tiger Remarketing Services. "In addition
to professional digital SLR cameras, lenses, lighting and printers,
businesses and consumers will find a broad assortment of PC's, IT
and network equipment."
Key assets up for bid include more than 260 Nikon and Canon camera
bodies and lenses, and lighting equipment by Alien Bees, Calumet,
Dynalite and others. Also available are Apple, Dell, Acer, and
Toshiba laptops and tablets, as well as Dell servers, switches,
racks and other IT equipment. Copiers, conference phones and other
office equipment will also be offered.
Since 2007, Brand Affinity Technologies, an Irvine-based
advertising and social media company, connected sports figures and
other celebrities with advertisers for endorsement deals. Brand
Affinity also developed programs like Fantapper, a social media
platform that let users access information about their favorite
celebrities from across the Web and social media; and FanPhotos,
which enabled users to upload photos at sporting events with team
logos and sports stars.
Citing a "deteriorating" business and severe financial
difficulties, the company filed for Chapter 11 bankruptcy in
California Central Bankruptcy Court on December 15, 2014 (case
number 8:14-bk-17244).
For a full catalog of the items offered and details on how to
schedule a site visit and bid, go to: www.SoldTiger.com
About Tiger Group
Tiger Group -- http://www.TigerGroup.com-- provides asset
valuation, advisory and disposition services to a broad range of
retail, wholesale, and industrial clients. With over 40 years of
experience and significant financial backing, Tiger offers a
uniquely nimble combination of expertise, innovation and financial
resources to drive results. Tiger's seasoned professionals help
clients identify the underlying value of assets, monitor asset risk
factors and, when needed, provide capital or convert assets to
capital quickly and decisively. Tiger's collaborative,
straight-forward approach is the foundation for its many long-term
'partner' relationships and decades of success. Tiger operates
globally through its partners and affiliates, with primary offices
in New York, Boston, Los Angeles, San Francisco, and Sydney.
BRUNSWICK CORP: Moody's Changes Outlook to Pos. & Affirms Ba1 CFR
-----------------------------------------------------------------
Moody's Investors Service changed Brunswick Corporation's rating
outlook to positive from stable. The outlook revision is due to
Moody's view that the company's steady improvement in its operating
performance and credit metrics will continue, and that the company
has enough financial flexibility and liquidity to withstand a
reasonable economic downturn and still maintain a strong credit
profile. All ratings are affirmed, including the Ba1 Corporate
Family Rating.
"The outlook change to positive reflects our belief that
Brunswick's operating performance will continue improving as
discretionary consumer spending modestly grows and new products are
introduced," said Kevin Cassidy, Senior Credit Officer at Moody's.
Brunswick's operating margins are the highest they have been since
2005 and Moody's expects additional growth in the next two years as
the boat segment returned to profitability after years of losses
and the company continues to expand its high margin parts and
accessories (P&A) and Life Fitness businesses. "While Brunswick
remains cyclical and subject to fluctuations in discretionary
consumer spending, its most volatile segment -- boats -- now
represents about 30% of its revenue versus around 40% prior to the
economic downturn," Cassidy noted. The outlook change also
reflects Moody's view that the company will maintain a strong
liquidity profile during different economic cycles.
Ratings affirmed:
Corporate Family Rating at Ba1;
Probability of Default Rating at Ba1-PD;
Senior unsecured and unguaranteed notes due 2023-2027 at Ba2 (LGD
6);
$150 million senior unsecured notes with subsidiary guarantees due
2021 at Ba1 (LGD 3);
Speculative grade liquidity rating at SGL-1
RATING RATIONALE
Brunswick's Ba1 Corporate Family Rating reflects the company's
strong position in fitness and in the leasure marine sector -- a
sector with relatively stable boating participation trends -- and
good operating performance of Brunswick's distribution network. The
ratings also reflects the company's solid credit metrics --
highlighted by debt/EBITDA below 2 times and EBIT/interest over 8
times. Because of Brunswick's sensitivity to macroeconomic
conditions, Moody's expects Brunswick's credit metrics to be
stronger than other similarly-rated consumer durable companies.
Moody's also expects credit metrics to improve as the company's
operating performance remains strong and leisure marine industry
demand steadily grows. The company's strong liquidity profile and
seasoned management team also support the rating. The company's
ratings are constrained by the highly discretionary nature of
pleasure boats and marine related products, which makes Brunswick's
revenues and earnings highly sensitive to economic weakness.
Diversification is modest, but growing. About 60% of revenues are
tied to the cyclical leisure marine business (either boats or
engines), with roughly 40% tied to its more stable parts &
accessories, fitness, and billiards businesses.
The positive outlook reflects Moody's view that Brunswick's
operating performance and credit metrics will continue improving
and that it will maintain a very good liquidity profile in a
reasonable economic downturn.
For Moody's to consider an upgrade, Brunswick must demonstrate its
ability to maintain a very strong credit profile, and a very good
liquidity position in the face of a reasonable economic downturn.
Credit metrics which would support an upgrade, are debt/EBITDA
sustained around 1.5 times and EBIT/interest maintained above 5
times.
Moody's would consider a downgrade if Brunswick's liquidity or
operating performance significantly deteriorates, or if for any
reason, debt/EBITDA is sustained above 3 times or EBIT/interest
approaches 3 times.
The principal methodology used in this rating was the Consumer
Durables Industry published in Sept. 2014.
Brunswick, headquartered in Lake Forest, Illinois, manufactures
marine engines, pleasure boats and fitness equipment. Revenue for
the twelve months ended March 2015 approximated $3.9 billion.
C. WONDER: $300K in Claims Switched Hands Between March & June
--------------------------------------------------------------
In the Chapter 11 cases of C. Wonder LLC, et al., 70 claims
switched hands between March 17, 2015, and June 2, 2015:
Transferee Transferor Claim Amount
---------- ---------- ------------
Liquidity Solutions, Inc. Bagel Maven Cafe $1,150.00
Liquidity Solutions, Inc. Daejee Metal Company $19,405.00
Limited
Liquidity Solutions, Inc. Dunbar Armored Inc. $6,719.07
Liquidity Solutions, Inc. Emcor Services, NY/NJ $16,544.00
Liquidity Solutions, Inc. Gotham Magazine $16,000.00
Liquidity Solutions, Inc. Imtiara Consultants Pvt. $5,492.72
Ltd.
Liquidity Solutions, Inc. JT&T Air Conditioning $8,732.00
Corp.
Liquidity Solutions, Inc. La Fiorentina $10,200.00
Liquidity Solutions, Inc. Los Angeles Confidential $6,000.00
Magazine, LLC
Liquidity Solutions, Inc. Philadelphia Style, LLC $6,000.00
Liquidity Solutions, Inc. Professional Graphics $5,110.00
Liquidity Solutions, Inc. Sedgwick Design Ltd. $1,370.00
Liquidity Solutions, Inc. Shanghai Broadway Int'l $8,797.77
Trading Corp
Liquidity Solutions, Inc. Suzhou Ruiqiangtex Co., $6,086.00
Ltd.
Liquidity Solutions, Inc. The Supply Source LLC $102,554.00
Liquidity Solutions, Inc. Todd & Duncan $49,987.50
Liquidity Solutions, Inc. Twistband, Inc. $22,211.78
Liquidity Solutions, Inc. Vietnam Top Vision $8,551.00
Industries
About C. Wonder
Founded by J. Christopher Burch in 2010, C. Wonder is a specialty
retailer with retail stores in the United States. With
headquarters in New York, the company sells WOMEN'S CLOTHING,
jewelry, shoes, handbags and other accessories as well as select
home goods under the C. Wonder brand. The Company maintains two
distribution centers in New Jersey.
The Company opened its first retail store in New York in 2011. By
2014, the Company had expanded its operations to include 29
locations across 13 states including its flagship location in Soho,
New York. Amid mounting losses, C. Wonder closed 16 of its retail
stores by the end of 2014. C. Wonder closed 9 additional stores
in January 2015. As of the bankruptcy filing, C. Wonder had four
retail stores in the U.S. (Soho, Flat Iron, Time Warner Center and
Manhasset).
C. Wonder LLC and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 15-11127) in Trenton, New
Jersey on Jan. 22, 2015. The cases are assigned to Judge Michael
B. Kaplan.
The Debtors tapped Cole, Schotz, Meisel, Forman & Leonard, P.A., as
counsel, and Marotta, Gund, Budd & Dzera, LLC, as crisis management
services provider.
As of the Filing Date, the Debtors had assets with a book value of
$43.7 million and liabilities of $61.0 million.
The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors. The Creditors'
Committee has tapped Porzio, Bromberg & Newman, P.C., as counsel,
and CBIZ Accounting, Tax & Advisory of New York, LLC, as financial
advisors.
CAESARS ENTERTAINMENT: $198,000 in Claims Sold From Feb. to April
-----------------------------------------------------------------
In the Chapter 11 cases of Caesars Entertainment Operating Company,
Inc., et al., 23 claims switched hands between Feb. 23, 2015, and
April 13, 2015:
Transferee Transferor Claim Amount
---------- ---------- ------------
Claims Recovery Group LLC American Caviar Co Inc $858.50
Claims Recovery Group LLC Chefs Choice Llc $15,873.00
Claims Recovery Group LLC Fessenden Hall $592.35
Incorporated
Claims Recovery Group LLC La Colombe Torrefaction $12,563.18
Inc Fka Phoenix Coffee
Claims Recovery Group LLC Washing Systems Llc $49,618.69
Sierra Liquidity Fund, LLC Diversified Protection $3,155.00
Systems
Sierra Liquidity Fund, LLC Sierra Meat Company $5,044.23
Sierra Liquidity Fund, LLC Sierra Meat Company $16,964.29
Sierra Liquidity Fund, LLC Cypress International $1,778.85
Trading
Sierra Liquidity Fund, LLC Epicurean Industries, $8,284.70
Inc.
Sierra Liquidity Fund, LLC Hiero Graphics, Inc. - $997.52
dba Imagers Supply
Sierra Liquidity Fund, LLC Kimburla, Inc. dba $2,899.20
Edwards Industries
Sierra Liquidity Fund, LLC Leo Bassett - Electronic $2,967.93
Cinema Service
Vendor Recovery Fund IV 116 West Houston Street $11,668.00
LLC
Vendor Recovery Fund IV American Language $4,500.00
Services
Vendor Recovery Fund IV Centurion Consultants Inc $3,640.00
Vendor Recovery Fund IV Elfigo L. Griego $5,970.00
Vendor Recovery Fund IV Kranz of Kansas City $6,388.00
Vendor Recovery Fund IV Maxwell Fabrics $3,805.00
Vendor Recovery Fund IV Pacific Hospitality $9,904.00
Design Inc
Vendor Recovery Fund IV Royal Coach Tours $23,978.00
Vendor Recovery Fund IV Saigon Market $3,058.96
Vendor Recovery Fund IV TTG Media Limited $3,968.00
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.
CAL DIVE: Shelf Subsea Approved as Lead Bidder for Aussie Assets
----------------------------------------------------------------
A federal judge approved Shelf Subsea Services Pte. Ltd. as the
stalking horse bidder for the assets of Cal Dive Offshore
Contractors Inc.'s Australian unit.
U.S. Bankruptcy Judge Christopher Sontchi on June 22 signed off on
an order approving Shelf Subsea as the lead bidder for the assets
of Cal Dive International (Australia) Pty Ltd. and the shares of
Cal Dive International Pte. Ltd. in the Australian company.
Shelf Subsea offered $17 million for the assets, which also include
equipment owned by Singapore-based Cal Dive International. The
assets to be sold under the deal do not include vessels.
Shelf Subsea will receive a breakup fee of $510,000, and another
$500,000 as reimbursement for its expenses if it is not selected as
the winning bidder or if the sale to the company is not approved by
July 28 and completed by August 18.
The U.S. trustee, the Justice Department's bankruptcy watchdog,
previously filed an objection in which it criticized Cal Dive
Offshore's request to give Shelf Subsea's administrative claim for
the breakup fee and expense reimbursement "superpriority status."
The objection has already been resolved, court filings show.
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.
CALERES INC: S&P Raises Corp. Credit Rating to 'BB', Outlook Stable
-------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on St. Louis, Mo.-based Caleres Inc. to 'BB' from 'BB-'. The
outlook is stable.
At the same time, S&P is raising the issue-level rating on the $200
million senior unsecured notes to 'BB' from 'BB-'. The recovery
rating is '3' and indicates S&P's expectation for meaningful
recovery in the event of a payment default, at the lower end of the
50% to 70% range.
"The upgrade reflects the company's good, stable operating
performance over the past 12 months, with gradually improving
credit metrics," said credit analyst Mathew Christy. "We expect
the positive operating performance and credit metric trends to
continue over the next 12 to 24 months. We also believe the
company's financial policy will remain relatively unchanged, and we
do not expect any incremental issuance of debt over the same time
period."
The outlook is stable, reflecting S&P's expectation that credit
protection measures will continue to modestly improve in the coming
year as S&P expects the company will benefit from low-single-digit
same-store sales growth and continued good performance from its
Brand Portfolio. As a result, S&P forecasts Caleres will modestly
strengthen its credit protection profile, with leverage in the
low-2.0x range, EBITDA interest coverage around 6.0x, and FFO to
total debt in the mid-30% range.
S&P could lower the rating if merchandise missteps or meaningful
performance erosion lead to weaker credit protection measures.
Under this scenario, sales growth would be modestly positive (about
350 bps below S&P's expectations) and gross margin would contract
by 100 bps, leading to leverage approaching 3x and FFO to total
debt below 30% on a sustained basis. S&P could also take a
negative rating action if financial policy becomes more aggressive,
resulting in higher debt levels and weaker credit metrics.
Although unlikely in the next year, S&P could consider a positive
rating action on Caleres if S&P sees meaningfully increased scale
in the company's store and earnings base as well as material
improvement in profit margins driven by increased operating
efficiency. Caleres would also demonstrate consistently solid
operating performance among all of its segments, with sustained
profit stability and limited fluctuation based on merchandise
trends. These factors would lead S&P to revise its assessment of
the company's business risk profile to "fair". Under this
scenario, S&P would also view the financial policy as unchanged.
CHRYSLER LLC: Bid to Dismiss FTE Automotive Complaint Granted
-------------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein granted the motion to dismiss
the case captioned FTE AUTOMOTIVE USA, INC., Plaintiff, v. OLD
CARCO LLC (f/k/a Chrysler LLC) and OLD CARCO LIQUIDATION TRUST,
Defendants, ADV. PROC. NO. 14-02227 (SMB), (Bankr. S.D.N.Y.).
FTE Automotive filed an adversary proceeding seeking a declaration
that it no longer owes any obligation to the defendants, Old Carco
LLC (f/k/a Chrysler LLC )("Old Chrysler") and the Old Carco
Liquidation Trust (the "Liquidation Trust") under a supplier
agreement between FTE and Old Chrysler. The defendants filed a
motion to dismiss, or in the alternative, asked the Court to
abstain from adjudicating the adversary proceeding or to exercise
its discretion to refuse to entertain the request for declaratory
relief.
Judge Bernstein dismissed the FTE's complaint. He held that FTE
has not proven the existence of an actual controversy between it
and Old Chrysler or the Liquidation Trust regarding their
respective rights under the supplier agreement. Old Chrysler has
gone out of business, and the remaining property in its estate
vested in the Liquidation Trust. A declaratory judgment will not
serve a useful purpose because the Liquidation Trust is not and
will not assert an indemnity against FTE.
A copy of the May 27, 2015 memorandum decision is available at
http://is.gd/QTK0plfrom Leagle.com.
Jonathan S. Henes, Esq. -- jonathan.henes@kirkland.com -- Joseph
Serino Jr., Esq. -- joseph.serino@kirkland.com -- Christopher T.
Greco, Esq. Of Counsel -- christopher.greco@kirkland.com --
KIRKLAND & ELLIS LLP, New York, NY, Attorneys for Plaintiff.
Corrine Ball, Esq. -- cball@jonesday.com -- Jeffrey B. Ellman, Esq.
-- jbellman@jonesday.com -- Brett J. Berlin, Esq. Of Counsel --
epberlin@jonesday.com -- JONES DAY, New York, NY, Attorneys for
Defendant Old Carco Liquidation Trust.
About Old Carco LLC (f/k/a Chrysler LLC)
Chrysler Group LLC, formed in 2009 from a global strategic alliance
with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck,
Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and
products. Headquartered in Auburn Hills, Michigan, Chrysler Group
LLC's product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck.
Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of Dec. 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363 of
the Bankruptcy Code that would effect an alliance between Chrysler
and Italian automobile manufacturer Fiat. As part of the deal,
Fiat acquired a 20% equity interest in Chrysler Group.
Under the terms approved by the Bankruptcy Court, the company
formerly known as Chrysler LLC on June 10, 2009, formally sold
substantially all of its assets, without certain debts and
liabilities, to a new company that will operate as Chrysler Group
LLC. The U.S. and Canadian governments provided Chrysler with $4.5
billion to finance its bankruptcy case. Those loans are to be
repaid with the proceeds of the bankruptcy estate's liquidation.
Old Carco's Second Amendment Joint Plan of Liquidation was
confirmed by the Bankruptcy Court on April 23, 2010.
COATES INTERNATIONAL: Signs $20 Million Equity Purchase Agreement
-----------------------------------------------------------------
Coates International, Ltd., announced an agreement with Southridge
Partners II LP, which establishes a new $20 million credit
financing mechanism. Proceeds from this agreement will be used to
fund manufacturing operations which are already underway on a
limited scale and for general working capital purposes.
Pursuant to this Equity Purchase Agreement, Southridge will commit
to purchase up to $20,000,000 of the Company's stock over the
course of 36 months. The Company is registering 205,000,000 shares
of common stock with the Securities and Exchange Commission
intended to be resold by Southridge as the Company accesses the
funds in connection with this agreement. The equity line of credit
will become available to the Company upon the registration
statement being declared effective by the SEC.
George J. Coates, president and CEO, stated, "The funds will be
accessed at our sole option, which shall be based on timing
determined by our management, with the objective of achieving our
business plan."
The Company said there can be no assurance that it will be
successful in any of its endeavors.
About Coates
Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was
incorporated on August 31, 1988, for the purpose of researching,
patenting and manufacturing technology associated with a spherical
rotary valve system for internal combustion engines. This
technology was developed over a period of 15 years by Mr. George
J. Coates, who is the President and Chairman of the Board of the
Company.
The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve. It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.
As of March 31, 2015, the Company had $2.36 million in total
assets, $7.88 million in total liabilities and a $5.52 million
total stockholders' deficiency.
In its report on the consolidated financial statements for the year
ended Dec. 31, 2014, Cowan, Gunteski & Co., P.A., expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company continues to have negative
cash flows from operations, recurring losses from operations, and a
stockholders' deficiency.
COEUR MINING: S&P Assigns BB- Rating on Proposed $100MM 5-Yr. Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating to Coeur Mining Inc.'s proposed $100 million five-year term
loan. S&P assigned the term loan a '1' recovery rating, indicating
its expectation for very high (90% to 100%) recovery in the event
of a payment default.
S&P also lowered its issue-level rating on the company's senior
unsecured debt to 'B' from 'B+' and revised the recovery rating on
the debt to '3' from '2', indicating S&P's expectation for
meaningful (50% to 70%; lower half of the range) recovery in the
event of a payment default. S&P also affirmed its 'B' corporate
credit rating. The outlook is stable.
"The stable outlook reflects our expectation that Coeur will
maintain adequate liquidity over the next year," said Standard &
Poor's credit analyst Ryan Gilmore. "Anticipated cost and
efficiency gains should help mitigate the very high volatility of
profitability inherent in precious metals prices; however, we still
consider the elimination of the revolving credit facility as posing
considerable downside risk to liquidity," added Mr. Gilmore.
S&P expects the recent acquisition of the Wharf mine in South
Dakota to make a significant immediate contribution to EBITDA.
Also, S&P expects the recent acquisition of the Paramount property
in Mexico to make a significant contribution to EBITDA starting in
2017. Development of the Paramount mine, combined with existing
capital projects, will require elevated levels of total capital
spending of about $100 million through 2017. In addition to
refinancing the $50 million short-term credit agreement, the new
term loan provides additional liquidity in the event that falling
gold or silver prices reduce internal liquidity sources.
S&P continues to view Coeur's business risk profile as "weak" based
on the company's relatively small scale, limited mining diversity,
high cash cost position, and history of operating problems. S&P
continues to assess Coeur's financial risk profile as "highly
leveraged" even though S&P expects gradual improvement in credit
measures over the next two years. S&P views Coeur's liquidity
position as "adequate."
S&P could lower the rating if we no longer considered liquidity to
be adequate. S&P could also consider lowering the rating if it
viewed the business risk profile to be more consistent with a
"vulnerable" assessment. This could be the result of a weakening
competitive position due to deteriorating profitability or other
factors.
S&P could raise the rating in the longer term if prices rose
meaningfully and if Coeur increased its asset diversity and
production volumes while maintaining costs in line with industry
levels. For a higher rating, S&P would also look for management to
minimize operational surprises and establish a longer track record
of meeting production and capital spending targets. S&P could also
consider an upgrade if leverage were to fall below 5x on a
sustained basis and FFO to debt remained above 12%.
COLT DEFENSE: Enters Into Financing Agreement with Secured Lenders
------------------------------------------------------------------
Colt Defense LLC on June 24 disclosed that it has entered into a
consensual agreement under which Colt's secured lenders will
provide $20 million in debtor in possession credit facilities to
allow for ordinary course business operations during the Chapter 11
process.
Consistent with the plan announced by the Company earlier this
month, the financing provides Colt with adequate liquidity to meet
all of its obligations to its customers, vendors, suppliers and
employees during a court-supervised restructuring process.
"The financing we have secured [Wednes]day is an important step
forward," said Keith Maib, Chief Restructuring Officer of Colt
Defense LLC. "It reflects shared confidence in Colt as an iconic
American business among all of the Company's key stakeholders. As
we continue to prepare for and pursue a sale process in accordance
with the plan we previously filed with the Court, the terms of this
financing also provide us with greater flexibility to reach a final
consensual agreement that aligns with our ultimate goal of swiftly
and surely deleveraging the Company while maximizing continuity in
Colt's business operations."
"Most importantly, today's announcement underscores that nothing
has changed in our operations as we remain sharply focused above
all on delivering for our customers while also being a good
commercial partner to our vendors and suppliers," Mr. Maib
concluded.
Perella Weinberg Partners L.P. is acting as financial advisor of
the Company, Mackinac Partners LLC is acting as restructuring
advisor of the Company and O'Melveny & Myers LLP is the Company's
legal counsel.
For access to documents filed in the United States Bankruptcy Court
for the District of Delaware and other general information about
these Chapter 11 cases, please visit:
http://www.kccllc.net/coltdefense
About Colt
Colt Defense LLC is one of the world's oldest and most iconic
designers, developers, and manufacturers of firearms for military,
law enforcement, personal defense, and recreational purposes and
was founded over 175 years ago by Samuel Colt, who patented the
first commercial successful revolving cylinder firearm in 1836 and
began supplying U.S. and international military customers with
firearms in 1847. Colt is incorporated in Delaware and
headquartered in West Hartford, Connecticut.
In 1992, Colt Manufacturing Company, then the principal operating
subsidiary, filed chapter 11 petitions in the U.S. Bankruptcy Court
for the District of Connecticut. An investment by Zilkha & Co.
allowed CMC to confirm a chapter 11 plan and emerge from bankruptcy
in 1994.
Sometime after 1994, majority ownership of the Company transitioned
from Zilkha & Co. to Sciens Capital Management.
On June 14, 2015, Colt Holding Company LLC and 9 affiliates,
including Colt Defense LLC, filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code to pursue a
sale of the assets as a going concern. The cases are pending joint
administration under Case No. 15-11296 (Bankr. D. Del.).
Colt Defense estimated $100 million to $500 million in assets and
debt.
The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny &
Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC as
claims and noticing agent.
COLT HOLDING: Sr. Noteholders Object to DIP Financing Request
-------------------------------------------------------------
BankruptcyData reported that Colt Defense's ad hoc consortium
8-3/4% senior noteholders object to the Debtors' D.I.P. financing
motion, telling the Court that the noteholders will present a DIP
financing proposal economically far superior to that proposed by
the Debtors.
According to the report, the Noteholders said "the reality, which
will be shown by the Consortium, is that management has turned a
deaf ear to the proposals of the Consortium because they would
eliminate the Sponsor's existing interests in the Debtors in
accordance with the Bankruptcy Code's well established priority
scheme. The outright rejection of any restructuring proposal other
than one in which the Sponsor retains ownership and control is
frankly demonstrated by the statements in the Maib Declaration that
the Amended Prepackaged Plan is not confirmable over the
Consortium's objection....In fact, the effort by the Debtors
through the Maib Declaration and various other pleadings filed to
date to foist onto the shoulders of the Consortium the purported
need to embark on an accelerated sales process that is proposed to
culminate in a sale hearing on August 7, 2015 (and that will
deliver these estates to the Sponsor, which during its tenure as
owner of this business has starved it), simply confirms
management's fealty to the Sponsor."
As previously reported by The Troubled Company Reporter, the
Debtors seek authority to obtain postpetition secured
debtor-in-possession financing in an aggregate principal amount of
up to $20.0 million.
The DIP Loan consists of (i) a $6,666,667 DIP Facility from
Cortland Capital Market Services, LLC, as agent for a consortium of
lenders; and (ii) a $13,333,333 DIP Facility from Wilmington
Savings Fund Society, FSB, as agent for a consortium of lenders.
The DIP Facilities accrue interest at 12.5% per annum.
About Colt
Colt Defense LLC is one of the world's oldest and most iconic
designers, developers, and manufacturers of firearms for military,
law enforcement, personal defense, and recreational purposes and
was founded over 175 years ago by Samuel Colt, who patented the
first commercial successful revolving cylinder firearm in 1836 and
began supplying U.S. and international military customers with
firearms in 1847. Colt is incorporated in Delaware and
headquartered in West Hartford, Connecticut.
In 1992, Colt Manufacturing Company, then the principal operating
subsidiary, filed chapter 11 petitions in the U.S. Bankruptcy Court
for the District of Connecticut. An investment by Zilkha & Co.
allowed CMC to confirm a chapter 11 plan and emerge from bankruptcy
in 1994.
Sometime after 1994, majority ownership of the Company
transitioned from Zilkha & Co. to Sciens Capital Management.
On June 14, 2015, Colt Holding Company LLC and 9 affiliates,
including Colt Defense LLC, filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code to pursue a
sale of the assets as a going concern. The cases are pending
joint administration under Case No. 15-11296 (Bankr. D. Del.).
Colt Defense estimated $100 million to $500 million in assets and
debt.
The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny &
Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC as
claims and noticing agent.
CONFIE SEGUROS: Moody's Affirms 'B3' CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Confie
Seguros Holding II Co. (Confie Seguros - corporate family rating
B3, probability of default rating B3-PD) following its proposed
borrowing of an additional $115 million under its senior secured
first-lien term loan and $80 million under its second-lien term
loan. The company plans to use the proceeds to fund two
acquisitions and for general corporate purposes. In addition,
Moody's has affirmed the B2 rating on the company's first-lien
revolver and first-lien term loan and the Caa2 rating on its
second-lien term loan. The rating outlook for Confie Seguros is
stable.
RATINGS RATIONALE
Confie Seguros' ratings reflect the company's leading position in
its target market, steady growth in revenues and healthy EBITDA
margins. The company is a leading broker of non-standard auto
insurance to the US Hispanic community, and markets insurance
through over 650 stores located primarily in the West, as well as
some in the South, Midwest and Northeast. These strengths are
tempered by the company's high financial leverage and modest
interest coverage. Additionally, the company has grown rapidly
over the past several years, and Moody's expects that Confie
Seguros will continue to pursue a combination of organic growth and
acquisitions, the latter giving rise to integration and contingent
risks (e.g., exposure to errors and omissions).
Confie Seguros can absorb the incremental borrowings at its current
rating level based on its revenue growth and fairly steady EBITDA
margins (near 30%). Giving effect to the proposed borrowings,
Confie Seguros' pro forma debt-to-EBITDA ratio for the 12 months
through 31 March 2015 will be in the range of 6.5-7x with interest
coverage of about 1.4x, based on Moody's estimates. Such leverage
is aggressive for the firm's rating category, but Moody's expects
it to decline gradually as a result of organic growth and through
the recognition of acquired EBITDA.
Factors that could lead to an upgrade of Confie Seguros' ratings
include:
(i) debt-to-EBITDA ratio below 5.5x ,
(ii) (EBITDA - capex) coverage of interest exceeding 2x, and
(iii) free-cash-flow-to-debt ratio consistently exceeding 5%.
Factors that could lead to a rating downgrade include:
(i) debt-to-EBITDA ratio above 7x,
(ii) (EBITDA - capex) coverage of interest below 1.2x
(iii) free-cash-flow-to-debt ratio below 2%.
Moody's affirmed the following ratings (and loss given default
(LGD) assessments) with a stable outlook:
Corporate family rating B3;
Probability of default rating B3-PD;
$90 million senior secured revolving credit facility
maturing in November 2017, rated B2 (to LGD3, 33% from LGD3,
34%);
$554 million senior secured first-lien term loan including
incremental amount maturing in November 2018, rated B2 (to
LGD3, 33% from LGD3, 34%);
$261 million senior secured second-lien term loan including
incremental amount due in May 2019, rated Caa2 (LGD5, 86%).
The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers and Service Companies
published in February 2012. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.
Confie Seguros is the leading US personal lines insurance broker
focused on the Hispanic community, a growing segment of the US
population. The company's primary product offering is non-standard
auto insurance, which provides coverage to drivers who find it
difficult to purchase standard or preferred auto insurance due to
driving record, claims history, vehicle type or limited financial
resources, and to a lesser extent, small commercial insurance. The
company generated revenue of $338 million for the trailing twelve
month period ended March 31, 2015.
CORINTHIAN COLLEGES: Court Amends Order Authoizing Hiring of FTI
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
amended order authorizing Corinthian Colleges, Inc., et al., to (i)
employ FTI Consulting, Inc., a crisis manager; and (ii) designate
William J. Nolan as chief restructuring officer, and certain
additional engagement personnel to assist the CRO nunc pro tunc to
the Petition Date.
The original retention order was entered on May 27, 2015.
Following submission of the retention order, the Debtors received
informal comments from counsel to the Official Committee of Student
Creditors.
To address the concerns of the Student Committee, the Debtors
submitted a proposed revised order that provides, "The Debtors are
authorized, but not directed, to pay, in the ordinary course of
business, including on a weekly basis, all amounts invoiced by FTI
for fees and expenses incurred in connection with FTI’s
retention. FTI shall file with the Court, and thereby provide
notice to the U.S. Trustee and all official committees, reports of
compensation earned and expenses incurred on a monthly basis. Once
such reports are filed, the Notice Parties will have 20 days to
file an objection to such reports, and the Court will review such
reports and consider such objection in the event an objection is
filed. The first such report will be submitted on June 15, 2015 and
will cover the period from the Petition Date through and including
May 31, 2015. FTI shall not be otherwise obligated to file interim
or final fee applications pursuant to sections 330 and 331 of the
Bankruptcy Code."
As reported in the Troubled Company Reporter on May 22, 2015,
as provided in an engagement letter, FTI has agreed that Mr. Nolan
will serve as the Debtors' CRO. Working collaboratively with the
Debtors' senior management team and board of directors, as well as
the Debtors' other professionals, Mr. Nolan will assist the Debtors
in evaluating and implementing strategic and tactical options
through the restructuring process.
In addition, FTI has agreed to provide certain temporary employees
to assist Mr. Nolan in his role as CRO. These Engagement Personnel
include, but are not limited to, Amir Agam, Tamara McGrath, James
Chu, Michael Yoshimura and Jessica Liew. The Debtors anticipate
that during the Chapter 11 cases, Mr. Nolan and the Engagement
Personnel will perform a broad range of services, including,
without limitation, the following:
(a) assist the Debtors in connection with their efforts in
their Chapter 11 cases;
(b) lead sale processes for the Debtors' assets;
(c) negotiate, on behalf of the Debtors, proposals received for
the purchase of the Debtors' assets;
(d) provide, on behalf of the Debtors, testimony and affidavits
in litigation/bankruptcy matters, as required;
(e) assist the Debtors with the preparation of Schedules of
Assets and Liabilities and Statements of Financial Affairs
as well as periodic reporting required in connection with
the Chapter 11 cases;
(f) assist the Debtors with the development and variance
reporting of financial projections/budget, including cash
collateral budgets and cash flow forecasts;
(g) advise and assist the Debtors in their communications with
suppliers, landlords, external media, lenders, creditors
and other parties in interest;
(h) assist in the management of the Debtors' operations;
(i) assist in the development and negotiation by the Debtors of
a chapter 11 plan of liquidation, related disclosure
statement, and other court filings as necessary;
(j) coordinate the Debtors' communication efforts with all key
constituents, including the Debtors' lenders, the United
States Department of Education, other government agencies
as necessary, and their professionals, suppliers,
creditors, the Court and bankruptcy-related professionals;
and
(k) perform other tasks as agreed to among the Debtors and FTI.
In consideration of the services to be provided by FTI, the Debtors
have agreed to pay FTI a monthly advisory fee of $125,000 for the
month of May 2015 and $75,000 for each month thereafter for
services rendered in connection with Mr. Nolan's employmen as CRO.
Engagement Personnel will be billed at $480 per hour for all
staff.
In addition, FTI will seek reimbursement for reasonable and
necessary expenses incurred in connection with the Chapter 11
cases.
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.
CORINTHIAN COLLEGES: U.S. Trustee Objects to Great American Pact
----------------------------------------------------------------
BankruptcyData reported that the U.S. Trustee assigned to the
Corinthian Colleges Chapter 11 case objects to the Debtors' motion
seeking authority to enter into a consulting/auction agreement with
Great American Global Partners and sell its assets in accordance
with the agreement.
According to BData, the U.S. Trustee Trustee asserts, "Debtors seek
to retain Great American Global Partners, LLC (Great American) to
serve as an auctioneer of the Debtors' remaining assets without
seeking approval to retain Great American under Section 327 and
Federal Rule of Bankruptcy Procedure 2014. Auctioneers are one of
the four specifically enumerated professionals that the trustee or
debtor-in-possession must seek the court's approval under Section
327(a) before they can perform services for the estate. The Debtors
attempt to justify this departure from the Code by citing
arrangements approved in a number of non-precedential orders in
retail going-out-of-business sale cases. The Debtors in these cases
are far removed from that factual scenario. Here, the Debtors have
already sold or abandoned the bulk of their furniture, fixtures,
and equipment, and only have property remaining at two locations.
The Debtors' remaining property here is fundamentally different
from the inventory of a liquidating retailer. Additionally, while
the retail cases cited involved a competitive bidding process to
become the debtors' agent in selling inventory, the Debtors here
seek approval of this arrangement without having supplied
sufficient evidence to substantiate their bidding process."
As previously reported by The Troubled Company Reporter, pursuant
to the terms of the Consulting Agreement, GAGP will serve as an
independent consultant to the Debtors in connection with an orderly
liquidation sale of the Debtors' assets and equipment at the
facilities located at 2131 Technology Place, in Long Beach,
California, and 420 Whitney Place, in Fremont, California, to be
conducted by GAGP on behalf of the Debtors, followed by an auction
of the Assets at the Fremont and Long Beach locations and/or on the
Internet.
GAGP anticipates that the auction of the Assets will begin on the
date that the Court enters an order approving the Debtors' motion
for authorization to enter into the Consulting Agreement, and last
no more than 60 days; provided that the sale termination date may
be changed or extended if mutually agreed upon in writing by the
Debtors and GAGP.
Under the terms of the Consulting Agreement, GAGP has guaranteed
the Debtors that the proceeds generated from the sale of the Assets
will be no less than $1.535 million. GAGP is required to pay the
guaranteed amount to the Debtors within 48 hours of the Court
entering the approval order; which will subsequently be paid to
GAGP from the first $1.535 million in proceeds collected from the
sale of the Assets. The next available proceeds in the amount of
an additional $100,000 will be used to reimburse GAGP for the
payment of sale expenses. The sale expenses include actual direct
operating expenses reasonably incurred by GAGP in connection with
the sale, provided that GAGP will not be responsible for occupancy
or related costs for the Facilities unless the sale extends beyond
the anticipated sale termination date. Any additional proceeds
received from the sale (above $1.635 million) will be split 95% to
the Debtors and 5% to GAGP. GAGP will also charge buyers (i) a 15%
buyer's premium with regards to Assets sold and (ii) a 3% bidding
surcharge with regards to Assets sold pursuant to online bidding.
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.
CYRUSONE INC: S&P Retains 'B+' Sr. Debt Rating After Add-On
-----------------------------------------------------------
Standard & Poor's Ratings Services said its issue-level rating on
Carrollton, Tex.-based CyrusOne Inc.'s senior unsecured debt,
including its senior unsecured notes, remains 'B+' following the
company's announced plan to issue a $100 million add-on to its
existing 6.375% senior unsecured notes due 2022. The recovery
rating on the notes remains '3', indicating S&P's expectation for
meaningful recovery (50% to 70%) in the event of a payment default.
However, given the additional amount of unsecured debt
outstanding, the recovery prospects decline to the lower end of the
50%-70% range. The company plans to use the net proceeds to
partially fund the acquisition of Cervalis LLC.
S&P's corporate credit rating on CyrusOne remains 'B+' with a
stable outlook.
RATINGS LIST
CyrusOne Inc.
Corporate Credit Rating B+/Stable/--
Senior Unsecured notes due 2022 B+
Recovery Rating 3L
DARDEN RESTAURANTS: Moody's Affirms Ba1 CFR & Alters Outlook to Pos
-------------------------------------------------------------------
Moody's Investors Service affirmed all of Darden Restaurants,
Inc.'s ratings including its Ba1 Corporate Family Rating, Ba1-PD
Probability of Default Rating (PD) and Ba1 senior unsecured
ratings. Moody's also affirmed the company's SGL-2 Speculative
Grade Liquidity rating and Not Prime commercial paper rating. In
addition, Moody's changed Darden's outlook to positive from
stable.
RATINGS RATIONALE
The change in outlook to positive in part reflects a more balanced
approach of financial policy in regards to the use of proceeds from
the proposed real estate monetization being applied to pay down
funded debt. The outlook change also anticipates that operating
performance, earnings and credit metrics should gradually improve
as management continues to focus on driving profitable same store
sales growth and reducing costs in addition to lower adjusted debt
levels. Although Darden's announced real estate transactions will
increase lease adjusted debt, this will be lower than the $1.0
billion of expected reduction in funded debt levels. However,
Moody's does note that the transaction will have a negative impact
to Darden's earnings as lower depreciation expense and interest
savings will not offset higher rent expense. Darden announced it
will separate up to 500 of its real estate properties through sale
leaseback transactions and the creation of a Real Estate Investment
Trust (REIT) that will be spun-off to shareholders. The REIT will
include up to 430 properties.
The affirmation of the Ba1 Corporate Family Ratings (CFR) reflects
the scale of Darden's restaurants that are well known and
relatively well distributed throughout the U.S. which helps to
limit its exposure to regional economic weakness. Also supporting
the ratings is Darden's brand diversity with two key full service
dining out categories and five specialty restaurant brands that
mitigates the risk associated with changing consumer tastes.
Moody's also expects Darden's liquidity to remain good. The
ratings also reflect Darden's relatively weak same store sales
performance to date, earnings concentration of its core brand Olive
Garden and the concern that executing a sustained turnaround of
this trend over the intermediate term will be challenging. Moody's
views persistently soft consumer spending, high level of promotions
and discounting by competitors and leadership changes as key
impediments to a sustained turnaround at Olive Garden over the
intermediate term. The ratings also incorporate Moody's view that
management's financial policy towards shareholders will remain very
aggressive.
Ratings affirmed are:
Corporate Family Rating of Ba1
Probability of Default rating of Ba1-PD
$400 million ($122m outstanding) 4.5% senior unsecured notes due
10/15/2021 rated Ba1 (LGD4)
$500 million 6.2% senior unsecured notes due 10/15/2017 rated
Ba1 (LGD4)
$450 million ($111m outstanding) 3.35% senior unsecured notes
due 11/1/2022 rated Ba1 (LGD4)
$300 million 6.8% senior unsecured notes due 10/15/2037 rated
Ba1 (LGD4)
$150 million 6.0% senior unsecured notes due 8/15/2035 rated Ba1
(LGD4)
Senior unsecured shelf and medium term notes program rated
(P)Ba1
Short term commercial paper program rated Not Prime
Speculative Grade Liquidity rating of SGL-2
Outlook positive
Factors that could result in upward ratings pressure include a
sustained improvement in operating performance and same store sales
-- particularly traffic -- across all concepts as well as new
management developing a track record of managing the balance sheet
prudently. Quantitatively, a higher rating would require leverage
on a debt to EBITDA basis migrating towards 3.0 times, EBITA
coverage of interest of over 4.0 times and retained cash flow to
debt of around 25%.
Factors that could result in a downgrade include continued
deterioration in same store sales -- particularly at Olive Garden,
and if debt levels increase to support returns to shareholder
without a commensurate improvement in earnings. A downgrade would
likely occur if leverage approaches 4.0 times, EBITA to interest to
drop towards 3.0 times or if there were no improvement in retained
cash flow to debt on a sustained basis.
Darden Restaurants Inc. owns and operates about 1,500 restaurants
under brands that include Olive Garden, LongHorn Steakhouse, Yard
House, The Capital Grille, Bahama Breeze, Eddie V's, and Seasons
52. Annual revenues are over $6.0 billion.
The principal methodology used in these ratings was Global
Restaurant Methodology published in June 2011. Other methodologies
used include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
DELIAS INC: $312,000 in Claims Switched Hands Between Feb. & March
------------------------------------------------------------------
In the Chapter 11 cases of dELiA*s Inc. et al., 18 claims switched
hands between Feb. 19, 2015, and March 12, 2015:
Transferee Transferor Claim Amount
---------- ---------- ------------
Argo Partners Skyframe, Inc $49,718.37
Liquidity Solutions, Inc. Amici Accessories Ltd $8,959.96
Liquidity Solutions, Inc. BFPE International $1,466.78
Liquidity Solutions, Inc. EOS Products $54,763.20
Liquidity Solutions, Inc. Gennaro Inc $26,500.80
Liquidity Solutions, Inc. Hot Steps $54,589.95
Liquidity Solutions, Inc. Information Packaging $7,667.60
Corp
Liquidity Solutions, Inc. Innovative Communications $4,311.32
Concepts
Liquidity Solutions, Inc. MadeInBrighton Textile $1,800.00
Design
Liquidity Solutions, Inc. Retail Top Talent Inc $18,000.00
Liquidity Solutions, Inc. Roller Printing Co Inc $1,574.06
Liquidity Solutions, Inc. RSM Maintenance Services $50,962.65
Liquidity Solutions, Inc. Silent Models USA LLC $6,999.60
Liquidity Solutions, Inc. Gear Management Group $10,578.99
LLC
Liquidity Solutions, Inc. U.S. Coffee $2,731.94
Liquidity Solutions, Inc. Workers for Freedom $1,008.00
USA Inc
Liquidity Solutions, Inc. Yellow Minnow $1,950.00
Sonar Credit Partners III, OMG Handbags $8,261.20
LLC
About DELIA*S INC.
Launched in 1993, dELiA*s Inc., is a retailer which sells apparel,
accessories, footwear, and cosmetics marketed primarily to teenage
girls and young women. The dELiA*s brand products are sold
through the Company's mall-based retail stores, direct mail
catalogs and e-commerce Web sites.
On Dec. 7, 2014, dELiA*s and eight of its subsidiaries each filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code (Bankr. S.D.N.Y.). The Debtors have requested that
their cases be jointly administered under Case No. 14-23678.
As of the bankruptcy filing, dELiA*s owns and operates 92 stores in
29 states.
The Debtors have tapped Piper LLP (US) as counsel, Clear Thinking
Group LLC, as restructuring advisor, Janney Montgomery Scott LLC,
as investment banker, and Prime Clerk LLC as claims agent.
As of the Petition Date, the Debtors had $47.0 million in total
assets and $50.5 million in liabilities.
The Debtors have sought court approval of a deal for Gordon
Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC, to
launch going-out-of-business sales.
DELTA AIR: Moody's Raises CFR to 'Ba2', Outlook Positive
--------------------------------------------------------
Moody's Investors Service upgraded most of its ratings of Delta Air
Lines, Inc., including the Corporate Family Rating to Ba2 from Ba3,
Senior Secured rating assigned to corporate obligations to Baa3
from Ba1 (LGD2), Senior Unsecured to Ba3 (LGD4) from B1 (LGD5) and
most of the Enhanced Equipment Trust Certificate ("EETC") ratings.
Moody's also upgraded the rating on the company's privately-placed
term loan secured by five Airbus A330 aircraft to Baa2 from Baa3
and affirmed the SGL-1 Speculative Grade Liquidity Rating. The
rating outlook is positive.
RATINGS RATIONALE
"The upgrade to Ba2 reflects Moody's expectation of noticeably
stronger credit metrics through 2015, derived from the company's
long-running focus on reducing funded debt, effective capacity
management and significantly lower fuel expenses," said Vice
President - Senior Credit Officer, Jonathan Root. Moody's
anticipates that Delta will be the industry's leader in free cash
flow generation this year and next, producing about or above $3.0
billion annually, about 10% higher than United Airlines' in 2015
and more so in 2016. "The consolidation in the US airline industry
that has occurred since 2007 has reduced industry risk. However,
the similar strategy of pursuing acceptable returns on invested
capital has been the bigger contributor to the improved
creditworthiness of the US airlines, including Delta," continued
Root. The Ba2 rating also considers Delta's strengthened balance
sheet that significantly lowers financial risk and enhances cash
flow from operations. Funded debt of about $9.6 billion at 31
March 2015 is $1.7 billion less than at Dec. 31, 2013; reported
annual interest expense declined by $250 million to about $595
million during this period. Adjusted debt of $30.1 billion
increased by about $1.7 billion during this period because of an
about $2.4 billion increase in pension underfunding. The reported
debt and interest expense amounts are down from $17.2 billion and
almost $1.3 billion, respectively, since 2009. Delta also has
competitive, if not leading, operating profit margins while
operating one of the oldest fleets in the industry; although its
aggregate fuel expense in 2015 will be uncompetitive because of out
of the money fuel hedges. The composition of the company's fuel
hedging program increased its fuel expense by about $1.0 billion
since the third quarter of 2014.
The positive outlook anticipates that credit metrics can further
strengthen through 2016. Moody's believes that Delta will continue
to whittle down its funded debt, albeit at a slower pace than in
recent years, since it is close to achieving its recently-announced
net debt target of $4.0 billion (about $8 billion on a gross
basis). A global macroeconomic shock that leads to wide-spread
declines in passenger demand is the most significant risk to
upwards rating pressure. Moody's also believes that industry-wide
increases in the cost of jet fuel can mostly be covered by higher
fares as long as demand remains about steady. Moody's Oil & Gas
team is forecasting average Brent of $65 per barrel for 2016, up
from its forecast of $55 per barrel for 2015. Estimated cash flow
from operations of more than $7.0 billion in 2015 provides a
significant cushion to absorb adverse costs of fuel or declines in
demand given the company's annual capital expenditures, planned at
$2.9 billion for years to come and the current dividend that will
consume about $350 million in 2015. Moody's anticipates additional
reductions of funded debt during the next 12 to 18 months as free
cash flow is split between debt repayment and shareholder returns.
Pressure on fares in the company's trans-Pacific network is a
secondary risk because a number of foreign carriers are looking to
introduce service or expand capacity. However, Moody's anticipates
that consolidated revenues will not face significant pressure in
upcoming quarters from these maneuvers.
Of the ten A-tranche EETCs outstanding, six have been upgraded by
one notch in step with the upgrade of the Corporate Family rating,
the NWA 2000-1 A tranche by two notches and the remainder have been
affirmed. The six B-tranches outstanding were upgraded one notch.
The ratings of the EETCs consider our estimates of the relative
attractiveness or demand for particular aircraft models and
vintages under a reorganization scenario, our estimates of
loan-to-value and presence of cross-default and
cross-collateralization across the transactions and the alignment
of the LTVs with Moody's EETC notching grids found in our EETC
rating methodology published in 2010. The upgrade of the rating on
the A330 term loan to Baa2 considers the transaction's positioning
of the LTV using Moody's ETC Notching Grid from the EETC
Methodology and the relevance of the five aircraft that comprise
the collateral to the company's network.
Debt to EBITDA that approaches 3.0 times, Funds from Operations +
Interest to Interest that approaches 6.0 times and or an EBITDA
margin that is sustained near 20% could support an upgrade.
Execution of the hub strategy at Seattle-Tacoma with no degradation
in the trajectory of financial results that Moody's projects could
also support an upgrade as could maintaining unrestricted cash and
cash equivalents at about $4.0 billion. Further reduction of funded
debt to about $7.5 billion or less would further de-risk the
company's balance sheet, adding support to a potential ratings
upgrade. A negative rating action could occur if Delta was unable
to sustain its EBITDA margin, possibly because of inflation in
non-fuel costs and or setting capacity too high such that yields
decline in periods when passenger demand wanes. A sustained EBITDA
margin of about 15% could signify a negative shift in the operating
profile. Moody's estimates that the EBTIDA margin could reach this
level if a gallon of jet fuel increased to about $3.00 per gallon.
While not expected, a sustained decline in demand that led to
declines in yields of more than 8% with no corresponding offsets to
costs could pressure the ratings as could aggregate liquidity
(including availability on revolving credit facilities) of less
than $5.0 billion. Debt to EBITDA that approaches 4.3 times, Funds
from Operations + Interest to Interest that approaches 3.5 times,
Retained Cash Flow to Net Debt of below 18%, or a sustained
increase in the cost of jet fuel that is not offset by higher fares
and or debt-funding of share repurchases or dividends could result
in a downgrade.
Changes in Delta's Corporate Family rating, in Moody's opinion of
the importance of particular aircraft models to its network, or in
Moody's estimates of aircraft market values, which will affect
estimates of loan-to-value can result in changes to EETC ratings.
The methodologies used in these ratings were Global Passenger
Airlines published in May 2012 and Enhanced Equipment Trust And
Equipment Trust Certificates published December 2010. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
Delta Air Lines, Inc., headquartered in Atlanta, Georgia, is the
world's second largest airline, providing scheduled air
transportation for passengers and cargo throughout the U.S. and
around the world. The company reported $40.4 billion of revenue in
2014.
Upgrades:
Issuer: Clayton County Development Authority, GA
Senior Unsecured Revenue Bonds (Local Currency), Upgraded to Ba3
(LGD4) from B1 (LGD5)
Issuer: Delta Air Lines, Inc.
Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD
Corporate Family Rating (Local Currency), Upgraded to Ba2 from
Ba3
396 million Senior Secured Term Loan B2, Upgraded to Baa3 (LGD2)
from Ba1 (LGD2)
1225 million Senior Secured 1st lien Revolver, Upgraded to Baa3
(LGD2) from Ba1 (LGD2)
$450 million Senior Secured Revolver, Upgraded to Baa3 (LGD2)
from Ba1 (LGD2)
$1375 million Senior Secured 1st lien Term Loan, Upgraded to
Baa3 (LGD2) from Ba1 (LGD2)
1090 million Senior Secured Term Loan B1, Upgraded to Baa3
(LGD2) from Ba1 (LGD2)
$217 million Senior Secured Bank Credit Facility, Upgraded to
Baa2 from Baa3
Senior Secured Enhanced Equipment Trust Series 2009-1A, Upgraded
to A2 from A3
Senior Secured Enhanced Equipment Trust Series 2010-1A, Upgraded
to A2 from A3
Senior Secured Enhanced Equipment Trust Series 2011-1A, Upgraded
to A2 from A3
Senior Secured Enhanced Equipment Trust Series 2010-2A, Upgraded
to A2 from A3
Senior Secured Enhanced Equipment Trust Series 2010-2B, Upgraded
to Ba1 from Ba2
Senior Secured Enhanced Equipment Trust Series 2007-1B, Upgraded
to Baa3 from Ba1
Senior Secured Enhanced Equipment Trust Series 2010-1B, Upgraded
to Baa3 from Ba1
Senior Secured Enhanced Equipment Trust Series 2012-1B, Upgraded
to Baa3 from Ba1
Senior Secured Enhanced Equipment Trust Series 2009-1B, Upgraded
to Baa2 from Baa3
Issuer: Delta Air Lines, Inc. (Old)
Senior Secured Enhanced Equipment Trust Series 2002-1G1,
Upgraded to Baa1 from Baa2
Issuer: Northwest Airlines, Inc.
Senior Secured Enhanced Equipment Trust Series 2000-1G, Upgraded
to Ba1 from Ba3
Senior Secured Enhanced Equipment Trust Series 2007-1A, Upgraded
to A3 from Baa1
Senior Secured Enhanced Equipment Trust Series 2007-1B, Upgraded
to Baa2 from Baa3
Affirmations:
Issuer: Delta Air Lines, Inc.
Speculative Grade Liquidity Rating, Affirmed SGL-1
Senior Secured Enhanced Equipment Trust Series 2007-1A,
Affirmed A3
Senior Secured Enhanced Equipment Trust Series 2012-1A, Affirmed
A3
Issuer: Northwest Airlines, Inc.
Senior Secured Enhanced Equipment Trust 2002-1G2, Affirmed Baa1
Outlook Actions:
Issuer: Delta Air Lines, Inc.
Outlook, Remains Positive
Issuer: Delta Air Lines, Inc. (Old)
Outlook, Remains Positive
Issuer: Northwest Airlines, Inc.
Outlook, Remains Positive
DENDREON CORP: Liquidating Plan Has June 10 Effective Date
----------------------------------------------------------
Dendreon Corp, et al., said in a filing with the U.S. Bankruptcy
Court for the District of Delaware that the effective date of their
Second Amended Plan of Liquidation occurred on June 10, 2015.
"All conditions precedent to the Effective Date set forth in
section 8.2 of the Plan have been satisfied or waived," according
to the filing.
All final requests for payment of Professional Fee Claims must be
filed no later than 45 days after the Effective Date. Objections,
if any, are due no later than 20 days from the date on which each
such final fee application is served and filed.
Any Person who wishes to make a substantial contribution claim
based on facts or circumstances arising after the Petition Date
must file an application with the clerk of the Court, on or before
the first Business Day that is at least 30 days after the Effective
Date.
All other requests for payment of an Administrative Claim arising
after the Petition Date, other than Professional Fee Claims, claims
arising under Section 503(b)(9) of the Bankruptcy Code and Claims
by Governmental Units for Taxes accruing after the Petition Date,
must be filed no later than the first Business Day that is at least
30 days after the Effective Date.
Confirmed Plan
As reported in the June 5 edition of the TCR, Judge Laurie Selber
Silverstein on June 2, 2015, issued a findings of fact, conclusions
of law, and order modifying and confirming Dendreon Corporation, et
al.'s second amended plan of liquidation.
The Debtors, in support of confirmation of the Plan, said the Plan
is broadly supported, satisfies all of the conditions to
confirmation, and will allow the Debtors to liquidate quickly and
efficiently. The Debtors believe that the Plan represents the best
possible means to distribute the proceeds of the sale of
substantially all of the Debtors' assets to stakeholders and
complies with the Bankruptcy Code's requirements.
The Official Committee of Unsecured Creditors also filed a
statement showing its support to the confirmation of the Plan. The
Committee stated that it supports the Plan because it provides for
a fair allocation of the Debtors' remaining distributable value
among their stakeholders, including a distribution to equity
holders (to the extent unsecured creditors are paid in full as
provided in the Plan). The Debtors estimated in the Disclosure
Statement that the aggregate amount of unsecured creditor claims
will be between approximately $625,698,658 and $625,726,389 and
that, pursuant to the Plan, holders of allowed unsecured creditor
claims will receive a pro rata distribution for an estimated
recovery in the range of 72% to 75%, the Committee noted.
James Daloia, director of solicitation and disbursement at Prime
Clerk LLC, filed a declaration stating that the Plan received
overwhelming acceptance of creditors entitled to vote on it.
According to Mr. Daloia, 100% of holders of Class 3 - 2016
Noteholder Claims and 96.43% of Class 4 - General Unsecured Claims
voted to accept the Plan.
About Dendreon Corp
With corporate headquarters in Seattle, Washington, Dendreon
Corporation, a biotechnology company focused on the development of
novel cellular immunotherapies to significantly improve treatment
options for cancer patients.
Dendreon's first product, PROVENGE (sipuleucel-T), was approved by
the U.S. Food and Drug Administration (FDA) and became
commercially
available for the treatment of men with asymptomatic or minimally
symptomatic castrate-resistant (hormone-refractory) prostate
cancer
in April 2010. Dendreon is traded on the NASDAQ Global Market
under the symbol DNDN.
Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. D. Del.) on Nov. 10, 2014. The Debtors
requested that their cases be jointly administered under Case No.
14-12515. The petitions were signed by Gregory R. Cox, interim
chief financial officer and treasurer.
Dendreon sought bankruptcy protection after it reached agreements
on the terms of a financial restructuring with certain holders of
the Company's 2.875% Convertible Senior Notes due 2016
representing
84% of the $620 million aggregate principal amount of the 2016
Notes. The financial restructuring may take the form of a
stand-alone recapitalization or a sale of the Company or its
assets.
The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP,
as counsel; Lazard Freres & Co. LLC, as investment banker;
AlixPartners, as restructuring advisors; and Prime Clerk LLC as
claims and noticing agent.
The Debtors disclosed $365 million in total assets and
$664 million in total liabilities as of June 30, 2014.
The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors.
DIAMOND OAKS: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Diamond Oaks Golf Club, LLC
P.O. Box 175
Plaistow, NH 03865
Case No.: 15-11005
Chapter 11 Petition Date: June 24, 2015
Court: United States Bankruptcy Court
District of New Hampshire (Manchester)
Judge: Hon. Bruce A. Harwood
Debtor's Counsel: William S. Gannon, Esq.
WILLIAM S. GANNON PLLC
889 Elm Street, 4th Floor
Manchester, NH 03101
Tel: (603) 621-0833
Fax: (603) 621-0830
Email: bgannon@gannonlawfirm.com
Total Assets: $1 million
Total Liabilities: $1.1 million
The petition was signed by James T. Dufresne, manager.
A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nhb15-11005.pdf
ENDO INT'L: S&P Affirms 'BB' Rating on Secured Loans After Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' issue-level
rating on Endo International PLC's subsidiary Endo Luxembourg
Finance Co. I S.a.r.l's senior secured credit facilities and asset
sale bridge facility following the company's $300 million add-on to
the first-lien term loan B. The '1' recovery rating on the
first-lien debt remains unchanged, indicating S&P's expectation of
very high (90% to 100%) recovery in the event of a payment
default.
At the same time, Standard & Poor's affirmed the 'B' issue-level
rating assigned to Endo subsidiaries Endo Ltd., Endo Finance LLC,
and Endo Finco Inc.'s senior unsecured notes following the
company's $200 million add on to its 6% 2023 note issue. The '5'
recovery rating on the unsecured debt remains unchanged, indicating
S&P's expectation of modest (10% to 30%, at the lower end of the
range) recovery in the event of a payment default. S&P believes
the transaction is leverage-neutral as the company plans to use the
proceeds to redeem its $500 million 7% notes due 2019.
The corporate credit rating on Endo is unchanged at 'B+' and the
outlook is stable.
RATINGS LIST
Endo International PLC
Corporate Credit Rating B+/Stable/--
Issue Ratings Affirmed; Recovery Ratings Unchanged
Endo Ltd
Endo Finance LLC
Endo Finco Inc.
Senior Unsecured B
Recovery Rating 5L
Endo Luxembourg Finance Co. I S.a.r.l
Senior secured BB
Recovery Rating 1
FAMILY DOLLAR: Moody's Corrects June 12 Ratings Release
-------------------------------------------------------
Moody's Investors Service corrected its June 12, 2015 ratings
release on Family Dollar Stores, Inc. In the first sentence of the
first paragraph and the debt list, Moody's removed reference to the
withdrawal of the Baa3 senior unsecured rating.
The corrected ratings release, entered on June 19, 2015, is as
follows:
Moody's Investors Service assigned the company a Corporate Family
Rating at Ba2, and a probability of default rating at Ba2-PD.
Family Dollar's corporate family rating and probability of default
rating will be withdrawn subsequent to the closing of its merger
with Dollar Tree, Inc. (Ba2 Stable). After the closing of the
merger Family Dollar will be a wholly owned subsidiary of Dollar
Tree.
Additionally, Moody's downgraded the ratings of Family Dollar's
$300 million unsecured notes maturing 2021 to Ba1. The Family
Dollar legacy unsecured notes will be part of Dollar Tree Inc.'s
capital structure and will be secured with Family Dollar and Dollar
Tree assets as per the current indenture after the pending merger
with Dollar Tree is closed. The outlook is stable.
The downgrade follows the recent announcement by Dollar Tree that
it has entered into a definitive agreement pursuant to which Dollar
Tree will sell Sycamore Partners a divestiture package of 330
Family Dollar stores contingent on completion of Dollar Tree's
acquisition of Family Dollar. Although the acquisition and the
divestiture remain subject to final review by the FTC, Moody's
expects the acquisition to be approved as the planned divestiture
removes the last major hurdle to final regulatory approval. Closing
of the transaction is expected in July 2015.
Family Dollar's ratings were placed on review on July 28, 2014 and
this concludes our ratings review for the company.
RATINGS RATIONALE
The Ba2 Corporate Family Rating anticipates the closing of the
Family Dollar transaction and reflects the combined company's
credit profile with sizable scale and complementary business models
across fixed and multi-price points. Moody's views the dollar
store sector favorably and expects that it will continue to grow
given its low price points and convenient locations which will
continue to resonate with financially constrained consumers. Dollar
Tree stores are mostly suburban whereas Family Dollar stores are
urban and rural giving the combined company a complementary
geographic footprint with a broad assortment of merchandise.
Ratings are also supported by the combined company's very good
liquidity. The ratings also reflect the significant execution and
integration risks associated with the acquisition and the
considerable challenges associated with improving the weak
operating performance of Family Dollar. Dollar Tree management has
vast experience in the discount retailing space and has
demonstrated its ability to increase profitability and traffic
while growing the overall store base and therefore Moody's expects
that operating performance of the Family Dollar store base will
improve as new management implements strategies to streamline
sourcing and procurement, invest in price and optimize product
offerings to improve traffic. Operating efficiencies and strategic
initiatives to minimize costs are also expected to reduce expenses
and improve cash flow generation of the combined company.
Therefore despite the proforma credit metrics being weak at closing
Moody's expects them to improve significantly in the near to medium
term - debt/EBITDA and EBITA/interest including lease adjustments
is expected to be below 5.0 times and about 3.0 times respectively
within 18-24 months of closing of the transaction.
These ratings are assigned and will be withdrawn at closing:
-- Corporate Family Rating at Ba2
-- Probability of Default Rating at Ba2-PD
The following ratings are downgraded:
-- $300 million notes due 2021 at Ba1 (LGD 3) from Baa3 (review
for downgrade)
The stable outlook incorporates Moody's expectation that the
integration of the acquired Family Dollar operations and store base
will be smooth and without any major issues that result in a
negative impact on the operating performance of the combined
entity. The stable outlook also incorporates Moody's expectation
that the company's credit metrics will demonstrate consistent and
sustained improvement through increased EBITDA generation and debt
prepayments.
A ratings upgrade will require sustained positive same store sales
growth, debt/EBITDA approaching 4.0 times, EBITA/interest sustained
above 3.25 times, and very good liquidity.
Ratings could be downgraded if debt/EBITDA is sustained above 4.75
times and EBITA/interest is sustained below 2.5 times. Ratings
could also be downgraded if liquidity deteriorates or if the
integration of the acquired Family Dollar stores does not result in
expected synergies and improvement in overall profitability of the
combined company.
Combined with Dollar Tree Inc. the company will have about thirteen
thousand stores all across the U.S. and 205 stores in Canada under
the Family Dollar, Dollar Tree, Dollar Tree Canada and Deals
banners. Proforma revenues of the combined companies will be about
$19 billion.
FOUNDATION HEALTHCARE: Shareholders Elect Seven Directors
---------------------------------------------------------
Foundation Healthcare, Inc.'s 2015 annual meeting of shareholders
was held on June 22, 2015, at which the shareholders elected Thomas
Michaud, Stanton Nelson, Joseph Harroz, Jr., Steven L. List, Robert
A. Moreno, M.D., Lorin E. Patterson and Richard L. Zahn as
directors and ratified the appointment of Hein & Associates LLP as
the Company's independent registered public accounting firm for the
year 2015.
About Foundation Healthcare
Oklahoma-based Foundation Healthcare is a healthcare services
company primarily focused on owning controlling interests in
surgical hospitals and the inclusion of ancillary service lines.
The Company currently owns controlling and noncontrolling
interests in surgical hospitals located in Texas. The Company
also owns noncontrolling interests in ambulatory surgery centers
("ASCs") located in Texas, Oklahoma, Pennsylvania, New Jersey,
Maryland and Ohio.
Additionally, the Company provides sleep testing management
services to various rural hospitals in Iowa, Minnesota, Missouri,
Nebraska and South Dakota under management contracts with the
hospitals. The Company provides management services to a majority
of its Affiliates under the terms of various management
agreements. Prior to Dec. 2, 2013, the Company's name was
Graymark Healthcare, Inc.
Foundation Healthcare reported a net loss attributable to the
Company common stock of $2.09 million on $101.9 million of
revenues for the year ended Dec. 31, 2014, compared to a net loss
attributable to the Company common stock of $20.4 million on $87.2
million of revenues in 2013.
As of March 31, 2015, the Company had $58.1 million in total
assets, $66.3 million in total liabilities, $8.70 million in
preferred noncontrolling interest and a $16.9 million total
deficit.
Hein & Associates LLP, in Denver, Colorado, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company had insufficient working capital as of Dec. 31, 2014, to
fund anticipated working capital needs over the next twelve
months.
FREEDOM INDUSTRIES: Judge Won't Remove Prosecutors in Case
----------------------------------------------------------
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reported that a judge refused to remove prosecutors from a case
against former Freedom Industries Inc. officials, who had argued
the lawyers should be recused because they were personally affected
by the chemical spill into West Virginia's Elk River last year that
contaminated the water of 300,000 residents.
"Were a defendant to, say, target a prosecutor for murder, or
actually murder a close relation of the prosecutor, the conclusion
might be inescapable that a deep antipathy for the defendant would
be expected to prevent the exercise of fair minded judgment by that
prosecutor," Judge Thomas E. Johnston of U.S. District Court for
the Southern District of West Virginia wrote in an opinion released
on June 25, according to the DBR report.
About Freedom Industries
Freedom Industries Inc. is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries. The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.
The company, connected to a chemical spill that tainted the water
supply in West Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on
Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson.
The petition was signed by Gary Southern, president.
The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.
On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.
As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.
On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors. The Committee retained Frost Brown Todd
LLC as counsel.
On March 18, 2014, the Bankruptcy Court approved the hiring of
Mark Welch at MorrisAnderson in Chicago as Freedom's chief
restructuring officer.
* * *
U.S. Bankruptcy Judge Ronald Pearson on May 13, 2015, entered an
order denying Freedom Industries Inc.'s bid to move forward with
its Plan of Liquidation dated April 30, 2015.
The judge sustained the objection of the West Virginia Department
of Environmental Protection ("WVDEP"), which strongly took issue
with the Plan's treatment of environmental remediation and argued
that the Plan did not provide for adequate funding in that regard.
The Plan is a result of negotiations with: (a) the Official
Committee of Unsecured Creditors which is comprised of trade
creditors, spill claim creditors and the West Virginia-American
Water Company ("WVAWC"), (b) counsel to certain class action
claimants, including those representing parties in what is
referred
to in the Plan as the Bar 101 Case and the Good Case, (c) the
current equity owner of the Debtor and affiliated parties, (d)
Gary
Southern and affiliated parties, (e) Dennis Farrell, William Tis
and Charles Herzing and their respective affiliated parties, who
collectively are the former owners and board members of Freedom.
However, absent from the list of parties coming to affirmative
agreement under the Plan was the WVDEP.
GRAHAM HOLDINGS: Moody's Cuts Senior Unsecured Debt Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service downgraded Graham Holdings Company's
senior unsecured debt rating to Ba1 from Baa3 and its commercial
paper rating to NP from P-3. Moody's also assigned the company a
Ba1 Corporate Family Rating, Ba1-PD Probability of Default rating,
and an SGL-1 Speculative Grade Liquidity rating. The rating outlook
is stable. The downgrades reflect the spin-off of the company's
cable operations (pending completion by July 1, 2015) resulting in
reduced revenue and EBITDA combined with increased leverage. These
actions conclude Moody's review for downgrade of the company's
ratings initiated on November 20, 2014.
Downgrades:
Issuer: Graham Holdings Company
$400 million senior notes due 2019: Downgraded to Ba1, LGD4 from
Baa3
Commercial Paper, Downgraded to NP (not prime) from P-3
Assignments:
Issuer: Graham Holdings Company
Corporate Family Rating: Assigned Ba1
Probability of Default Rating: Assigned Ba1-PD
Speculative Grade Liquidity Rating: Assigned SGL-1
Outlook Actions:
Issuer: Graham Holdings Company
Outlook is Stable
RATINGS RATIONALE
Graham's pending spin-off of Cable One Inc. to existing
shareholders in a tax-free transaction reduces scale and revenue
diversification, eliminates cash flow contributions from stable
cable operations, and pressures financial metrics. Cable One is a
significant subsidiary representing roughly 23% of consolidated
revenue and 42% of EBITDA for 2014. Post separation, credit metrics
are weakened below Moody's thresholds for Graham's investment grade
ratings and is only partially offset by very good liquidity. Graham
historically maintained a conservative balance sheet with 1.8x
debt-to-EBITDA (including Moody's standard adjustments) as of
FYE2014 and roughly $1.0 billion of cash, cash equivalents, and
marketable securities. As of March 31, 2015 and pro forma for the
separation of cable operations, debt-to-EBITDA increases to 3.5x
(including Moody's standard adjustments) and free cash flow
deteriorates. Graham's Ba1 Corporate Family Rating (CFR) and SGL-1
Speculative Grade Liquidity rating incorporates good cash flow
generated from the company's remaining broadcasting and education
operations and its track record for maintaining acceptable leverage
and very good liquidity with $619 million cash balance and $215
million in short-term marketable securities as of 3/31/2015 plus
another $450 million of cash distributions from Cable One. We
expect the company's $200 million senior unsecured revolver due
2020 (unrated) will be largely undrawn. Graham's two major business
segments generate all of its EBITDA as recent investments generate
negative cash flow in aggregate. The company's portfolio of five
television broadcast stations, three of which were ranked #1 or #2
in recent rating periods, generate good cash flow; however,
broadcast operations lack national scale. The overall performance
of the company has deteriorated due to weakness in the education
segment (78% of LTM 3/31/2015 revenue pro forma for the spin-off).
Within Kaplan Education, Kaplan Higher Education ("KHE") revenue
has decreased 43% since 2010 reflecting pressure in the U.S. from
greater regulatory scrutiny stemming from increased default rates
on Title IV student loans as well as from an uncertain job market
which has a negative impact on enrollment. Moody's believes there
will be continued pressure on the operating performance of Kaplan
Education due to increasing regulation, heightened competition, and
declining enrollments. The company expects to reduce operating
expenses within its KHE division over the next few years in light
of these challenges. Given the smaller scale and disparate nature
of recent investments in linear motion systems, home health &
hospice services, and monitoring products for combustion processes,
we do not expect management's long term acquisition strategy will
offset the negative impact of weakness in the education segment
over the next 18 months.
Moody's notes the company has reduced share repurchases in response
to its higher stock price ($18 million repurchased in 2013, $103
million in 2012, $248 million in 2011, and $405 million in 2010);
however, in 2014 the company completed an exchange of its Miami
television station, $400 million of Berkshire Hathaway shares and
cash for roughly $1,165 million of Graham Holdings Class B common
stock held by Berkshire Hathaway. We viewed this exchange as
equivalent to a $1,165 million share buyback. As of 3/31/2015,
Graham had not repurchased any common shares in FY2015.
The stable rating outlook reflects Moody's expectation that good
performance from broadcast operations will cushion Graham's
reliance on the education segment and that debt-to-EBITDA will
improve from current levels (3.5x as of March 31, 2015 pro forma
for spin-off, including Moody's standard adjustments). Broadcast
revenue will benefit notably in the second half of 2016 due to
significant political ad demand. In addition, we expect liquidity
to remain very good despite the potential for share repurchases and
additional acquisitions. Weak performance in one or more operating
segments that results in debt-to-EBITDA being sustained above 3.50x
(including Moody's standard adjustments) or deterioration in free
cash flow from current levels could lead to a downgrade. Ratings
pressure could also occur if the company's very good liquidity
position were to weaken. The company's reduced scale, decreased
revenue diversification following the spin-off of cable operations,
and challenges in the education segment constrain ratings. We view
the likelihood of an upgrade is low given the challenges in the
education segment and the decreased revenue diversification
following the expected spin-off of Cable One. There would be upward
pressure on ratings if Kaplan Education's operating performance
returns to consistent growth, enrollment levels improve,
debt-to-EBITDA is sustained below 2.5x with expectations for
growing free cash flow.
Post spin-off of cable operations, Graham's operations largely
consist of education and television broadcasting with Kaplan
Education (roughly 78% of revenue or 41% of EBITDA for the 12
months ended 3/31/2015), comprised of higher education, test prep,
international education and professional training businesses;
television broadcasting (13% of revenue or 61% of EBITDA) comprised
of five stations (2 NBC, 1 ABC, 1 CBS, and 1 independent); and
investments in diverse businesses. The Graham family beneficially
owns approximately 99% of Class A common shares, providing voting
control through a dual class share structure, and roughly 21% of
Class B common shares (assuming conversion of Class A shares) with
remaining shares being widely held. Consolidated revenue was $2.75
billion for the last 12 months ended 3/31/2015 pro forma for the
Cable One spin-off.
GREAT WOLF: Moody's Withdraws 'B3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service withdrew all the ratings of Great Wolf
Resorts Holdings, Inc. following the closing of its acquisition by
Centerbridge Partners, L.P. on May 12, 2015. As a part of this
acquisition, the revolving credit facility and term loan facility
were repaid in full.
The following ratings are withdrawn:
Corporate Family Rating at B3
Probability of Default Rating at B3-PD
$100 million guaranteed senior secured revolver due August 2018 at
B3, LGD 3
$530 million (originally $320 million) first lien guaranteed senior
secured term loan due 2020 at B3, LGD 3
Great Wolf Resorts Holdings, Inc. owns, operates, and/or manages
hotel resort properties specializing in in-door water parks. Annual
revenues are approximately $325 million.
HEPAR BIOSCIENCE: Bank Objects to Further Extension of Exclusivity
------------------------------------------------------------------
Northwest Bank asks the U.S. Bankruptcy Court for the District of
South Dakota to deny Hepar Bioscience, LLC's motion for extension
of the exclusive periods by which it may file a plan and disclosure
statement and gain acceptance of that plan.
The Debtor asked the Court to extend its exclusive period to file a
plan to September 7, 2015, and its exclusive period to solicit
acceptances of that plan to December 14, 2015. It support of its
extension motion, the Debtor asserts that extension is in the best
interest of all parties for Debtor to continue its reorganization
plan because of the timing for required mailing deadlines and
periods to object would like to protect its exclusive periods to
allow for these possible timing issues.
Northwest Bank disagrees that the Debtor needs an additional four
months of the exclusivity period, complaining that the Debtor
failed to address the factors or causes to be considered for the
approval of the extension of the exclusivity deadlines and only
offered vague references to successful reorganization and mailing
deadlines, without providing any specific reasons why the case
needs to be delayed.
The Debtor is represented by:
Clair R. Gerry, Esq.
GERRY & KULM ASK, PROF. LLC
507 West 10th Street
P.O. Box 966
Sioux Falls, SD 57101-0966
Tel: (605) 336-6400
Fax: (605) 336-6842
Email: gerry@sgsllc.com
Northwest Bank is represented by:
Roger W. Damgaard, Esq.
WOODS, FULLER, SHULTZ & SMITH P.C.
300 South Phillips Avenue, Suite 300
P.O. Box 5027
Sioux Falls, SD 57117-5027
Tel: (605) 336-3890
Fax: (605) 339-3357
Email: Roger.Damgaard@woodsfuller.com
-- and --
G. Mark Rice, Esq.
WHITFIELD & EDDY, P.L.C.
317 Sixth Ave., Suite 1200
Des Moines, IO 50309-4195
Tel: (515) 288-6041
Fax: (515) 246-1474
Email: Rice@whitfieldlaw.com
 About Hepar BioScienceÂ
Jefferson, South Dakota-based Hepar BioScience LLC in the business
of receiving porcine (pork) by-products (concentrated peptone, a
functional pork protein and animal fat) and other meat by-products
that are primarily used in the porcine animal nutrition feed
industry (concentrated porcine peptone) and biodiesel or animal
feed business (animal fat).
The Company filed a Chapter  11 bankruptcy petition (Bankr. D.
S.D. Case No. 15-40057) in Sioux  Falls, South Dakota, on Feb.
20, 2015. The case is assigned to Judge Charles L. Nail, Jr.Â
The meeting of creditors under 11 U.S.C. Sec. 341 is slated for
March 25, 2015.  The deadline for filing claims is May 26,
2015.Â
The Debtor is represented by Clair R. Gerry, Esq., at Gerry & Kulm
Ask, Prof. LLC, in Sioux Falls, serves as counsel.Â
The Debtor disclosed $11,987,018 in assets and $22,243,151 in
liabilities as of the chapter 11 filing.
HEPAR BIOSCIENCE: Proposes Full-Payment Exit Plan
-------------------------------------------------
Hepar BioScience LLC filed with the U.S. Bankruptcy Court for the
District of South Dakota a proposed reorganization plan that
promises to make monthly payments to secured and unsecured
creditors until they are paid in full.
"The goal of Debtor's plan is to continue to keep the business
operational and profitable as it navigates the new normal business
environment, maintain current minimum staffing levels, pay its
creditors in full and be in a position to create jobs in the future
and emerge from bankruptcy at some mid-term future point. When the
business environment improves, full construction on the plant can
resume and new plant jobs will be created," the Debtor stated in
the explanatory disclosure statement.
"With the completion of the plant, it is anticipated that 15-20
jobs will be created with average wages of $27.50 per hour, and
full family health insurance and company paid 401k. Without a
reorganization creditors are at risk to not be able to collect 100%
of the pre-petition amounts owing them and possibly have to reduce
their staff and curtail their business operation."
The Court will convene a hearing on July 16, 2015, at 10:45 a.m.
(Central), on the adequacy of the information in the Disclosure
Statement explaining the terms of the Plan. Objections are due
July 2, 2015.
According to the Disclosure Statement, the Plan proposes to treat
claims and interests as follows:
* Class 1. Northwest Bank has a claim in the amount of
$18,561,612, which is secured by a mortgage filed against land
located at 3148 North Highway 105, North Sioux City, SD. The loan
is current as principal and interest payments of $194,084 continue
to be made monthly as agreed. Upon confirmation of the Plan, the
remaining claim will be paid over the originally scheduled
amortization through Sept. 15, 2024 at the rate of 3.40% with a
monthly payment to remain at $194,084. The monthly payments will
continue past Sept. 15, 2024 to cover any allowed attorney’s fees
and expenses until they are paid in full.
* Class 2. Global Engineering and Construction has a claim in
the amount of $94,846 which is secured by a mechanic’s lien filed
against land located at 3148 North Highway 105, North Sioux City,
SD. Upon confirmation of the Plan, the remaining claim will be
paid over 24 months and bear interest at the Federal Judgment rate
of 0.25% per annum. Debtor will pay this claim in 24 monthly
payments of $3,962.22 including interest.
* Class 3. Unsecured creditors are owed approximately
$2,600,000. They will receive 4% of their approved original amount
of each respective claim paid each month for 25 months. The first
payment will be made within 30 days from the effective date of the
Plan.
Debtor estimates that the unsecured creditors may not receive full
payment if Debtor liquidated.
Pursuant to the Plan, Mark Nylen will remain as controlling member
and manager of the Debtor. Mr. Nylen has been involved in
businesses involved with the business of processing, purchasing and
sales of animal by-products and biological pharmaceuticals for over
40 years.
Following its exit from bankruptcy, the Debtor says construction of
its plant will resume at a much reduced level. The Plan reserves
$100,000 per month for plant construction.
The Debtor's attorneys can be reached at:
GERRY & KULM ASK, PROF. LLC
Clair R. Gerry, Esq.
507 West 10th Street
P.O. Box 966
Sioux Falls, SD 57101-0966
Telephone: (605) 336-6400
Fax: (605) 336-6842
E-mail: gerry@sgsllc.com
A copy of the Disclosure Statement dated May 29, 2015, is available
for free at:
http://bankrupt.com/misc/Hepar_Bio_Plan_DS.pdf
About Hepar BioScience
Jefferson, South Dakota-based Hepar BioScience LLC in the business
of receiving porcine (pork) by-products (concentrated peptone, a
functional pork protein and animal fat) and other meat by-products
that are primarily used in the porcine animal nutrition feed
industry (concentrated porcine peptone) and biodiesel or animal
feed business (animal fat).
The Company filed a Chapter 11 bankruptcy petition (Bankr. D. S.D.
Case No. 15-40057) in Sioux Falls, South Dakota, on Feb. 20, 2015.
The case is assigned to Judge Charles L. Nail, Jr.
Clair R. Gerry, Esq., at Gerry & Kulm Ask, Prof. LLC, in Sioux
Falls, serves as counsel.
The Debtor disclosed $11,987,018 in assets and $22,243,151 in
liabilities as of the chapter 11 filing.
HEPAR BIOSCIENCE: UST Says Plan Violates Absolute Priority Rule
---------------------------------------------------------------
The U.S. Trustee says that Hepar BioScience LLC's proposed
reorganization plan violates the absolute priority rule and cannot
be confirmed without the unconditional approval of the unsecured
creditors.
In its objection filed June 11, 2015, Daniel M. McDermott, the
United States Trustee Region 12, points out that the Plan proposes
to pay Class 3 100% without interest over 25 months at 4% per
month. According to the U.S. Trustee, as the payment to Class 3
does not include interest, a discount to present value means that
claimants in that class are not receiving full payment on their
claim. "Although not specified in the Plan, it appears that
Debtor’s equity owners will retain their interest in the
corporation. Thus the plan proposes to pay the senior claims of
Class 3 less than the full amount of their allowed claim while
allowing a junior interest to retain or receive property of the
estate."
The U.S. Trustee also points out that the Plan does not disclose
the continuing compensation of insiders who will be employed or
retained by Debtor as required by 11 U.S.C. ' 1129(a)(5)(B).
Rather, at Section XII it provides that Mark Nylen’s current
$5,000 per week will "increase normally for necessary living
expenses." The Plan makes no reference to the frequency or amount
of any such increases. Nor does the Plan set for any mechanism for
determining whether such future salary increases are necessary or
reasonable.
100% Not 4%
In a June 4, 2015 objection to the Disclosure Statement, the U.S.
Trustee complained that contrary to these statements that seemingly
indicate a full payment to unsecured creditors, or at least an
amount in excess of the liquidation value, the Plan proposes a
payment of only 4% to unsecured creditors.
The Debtor immediately responded that much of the substance of the
U.S. Trustee's objection is based upon a misreading of the Plan and
Disclosure Statement. The Debtor thus clarified that, "The Plan
and Disclosure Statement specifically state all unsecured creditors
will receive 4% of their claim, EACH MONTH for 25 months. 4% times
25 months equals 100%."
About Hepar BioScience
Jefferson, South Dakota-based Hepar BioScience LLC in the business
of receiving porcine (pork) by-products (concentrated peptone, a
functional pork protein and animal fat) and other meat by-products
that are primarily used in the porcine animal nutrition feed
industry (concentrated porcine peptone) and biodiesel or animal
feed business (animal fat).
The Company filed a Chapter 11 bankruptcy petition (Bankr. D. S.D.
Case No. 15-40057) in Sioux Falls, South Dakota, on Feb. 20, 2015.
The case is assigned to Judge Charles L. Nail, Jr.
Clair R. Gerry, Esq., at Gerry & Kulm Ask, Prof. LLC, in Sioux
Falls, serves as counsel.
The Debtor disclosed $11,987,018 in assets and $22,243,151 in
liabilities as of the chapter 11 filing.
HERCULES OFFSHORE: Files Fleet Status Report as of June 23
----------------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
http://www.herculesoffshore.com/a report entitled "Hercules
Offshore Fleet Status Report". The Fleet Status Report includes
the Hercules Offshore Rig Fleet Status (as of June 23, 2015), which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration. The Fleet Status Report
also includes the Hercules Offshore Liftboat Fleet Status Report,
which contains information by liftboat class for May 2015,
including revenue per day and operating days. The Fleet Status
Report can be found under the Investor Relations portion of the
Company's Website, a copy of which is available for free at:
http://is.gd/477R9O
About Hercules Offshore
Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally. The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies. The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.
Hercules Offshore reported a net loss of $216 million in 2014,
compared with a net loss of $68.1 million in 2013.
As of March 31, 2015, the Company had $1.93 billion in total
assets, $1.37 billion in total liabilities and $559 million in
stockholders' equity.
* * *
The TCR reported in March 2015 that Moody's Investors Service
downgraded Hercules Offshore, Inc.'s Corporate Family Rating to
Caa2 from B2. The Caa2 Corporate Family Rating (CFR) reflects the
company's contract roll-off and sparse contract coverage through
the June 2016, its aging fleet, and the projection for a
deterioration of its liquidity position.
As reported by the TCR on June 22, 2015, Standard & Poor's Ratings
Services lowered its corporate credit rating on Houston-based
offshore driller Hercules Offshore Inc. to 'CC' from 'CCC+'.
The downgrade follows the Company's announcement that it has
entered into a restructuring support agreement with a steering
group of the company's senior noteholders, collectively owning or
controlling in excess of 67% of the aggregate outstanding principal
amount of the company's 10.25% senior notes due 2019, 8.75% senior
notes due 2021, 7.5% senior notes due 2021, and 6.75% senior notes
due 2022.
HOYT TRANSPORTION: Amends List of Non-Priority Claims Creditors
---------------------------------------------------------------
Hoyt Transportation Corp., filed with the U.S. Bankruptcy Court for
the Eastern District of New York amended Schedule F - Creditors
Holding Unsecured Non-Priority Claims. A copy of the document is
available for free at:
http://bankrupt.com/misc/HoytTransportation_224_amendedSAL.pdf
The Debtor disclosed $14,056,781 in assets and $15,169,095 in
liabilities in its schedules filed on July 26, 2013.
About Hoyt Transportation
Brooklyn, New York-based Hoyt Transportation Corp. filed a Chapter
11 petition (Bankr. E.D.N.Y. Case No. 13-44299) on July 13, 2013,
estimating at least $10 million in assets and liabilities. The
Debtor is represented by Kevin J. Nash, Esq., at Goldberg Weprin
Finkel Goldstein LLP.
Brooklyn-based Hoyt specializes in transportation for children
with disabilities. Hoyt operated 350 buses until the contract with
the Department of Education expired.
HS 45 JOHN: Court Denies Lenders' Bid for Relief From Stay
----------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York has denied the motion filed by lenders SDF81
45 John Street 1 LLC and SDF81 45 John Street 2 LLC for relief from
the automatic stay in order to pursue their rights and remedies
under certain notes and mortgages in HS 45 John LLC's Chapter 11
case.
The Lenders, which want to proceed with a foreclosure action
against a borrower and the Debtor, claimed in its March 10, 2015
motion that the borrower has not made any payments to the Lenders
since July 1, 2014, when the borrower defaulted under the third
loan which is cross defaulted with the loan and second loan, and
the Lenders did not agree to permit Debtor to assume the existing
mortgages.
In light of those defaults, the Lenders have accelerated the loans
and instructed counsel to commence a foreclosure action against the
borrower. The Debtor is a necessary party to the foreclosure
action due to its the memorandum with the borrower regarding the
purchase of the property at 45 John Street, New York, NY, from 45
John Lofts LLC for a combined purchase price of $65.9 million.
The Debtor's schedules demonstrate that the Property, which will be
subject to foreclosure, is its only asset; the unsecured claims of
$15.87 million are dwarfed by the claim of over $60 million of the
Lenders; and the Debtor's financial condition is essentially a two
party dispute which can be resolved pending a state foreclosure
action.
The Lenders said that rather than bring its junior claims in state
court, the Debtor filed this proceeding and an adversary proceeding
as a means of utilizing the protections of the automatic stay to
gain the relief it seeks while circumventing the Lenders' primary
lien on the property. "Should Debtor seek recovery of any monies
paid to borrower, those breach of contract claims may be brought in
a non-bankruptcy forum, rather than in the Bankruptcy Court," the
Lenders stated.
On March 26, 2015, the Debtor filed an objection to the Lenders'
motion, saying that the purported simplicity of the lift stay
motion belies a complicated fact pattern involving a number of
divergent claims relating to the Debtor's stalled contract sale to
purchase the Property.
The Lenders, according to the Debtor, is alleged to have confirmed
prior to execution of the contract to the Debtor's representatives,
that the mortgages were current, only to subsequently disavow these
statements, after the Lenders refused to cooperate with the Debtor
in obtaining current information about payments due under the
mortgages in preparation of the final aspects of the closing.
The Debtor claimed that other than pointing to the fact that the
mortgages are allegedly in default, the motion offers no
justification as to why a foreclosure action needs to be commenced
immediately.
A copy of the objection is available for free at:
http://is.gd/UAPvpH
On March 30, 2015, the Lenders responded to the objection, saying
that on Sept. 19, 2014, with actual and constructive knowledge of
the loans, and in violation of the due on sale clause contained
therein, without seeking or obtaining a written representation from
the Lenders regarding the status of the loan, the Debtor entered
into the memorandum to purchase the Property without the consent or
knowledge of Lenders.
The Lenders' records reflect that they transmitted payoff
statements for the loans to the borrower's principal on Sept. 18,
2014, the day before the memorandum was signed that showed the
accrual of default interest.
A copy of the response is available for free at:
http://is.gd/pudegP
Andrew W. Albstein, Esq., the managing real estate partner of the
law firm of Goldberg Weprin Finkel Goldstein LLP and was personally
involved in the communication with Madison Realty Capital prior to
the execution of the contract of sale, said in a declaration filed
on March 31, 2015, that the March 30, 2015 affidavit of Brian Shatz
is carefully worded to create the false impression that Madison
Realty somehow advised the Debtor that the mortgages were in
default prior to executing the contract. "Mr. Shatz's assertions
completely ignore my conversation with Mr. Zegen in which I, on
behalf of the Debtor, sought to confirm the status of the mortgages
shortly before the execution of the contract . . . . Mr. Zegen
told me that the mortgages were current . . . . Mr. Shatz suggests
that the Debtor somehow had knowledge based on the payoff
statements that Madison Realty allegedly sent to the seller.
Neither I nor the Debtor ever received these payoff statements
prior to the execution of the contract, and no evidence has been
produced that Madison Realty sent those statements to the Debtor or
me . . . . Madison Realty ignored our requests for payoff
information for several weeks thereafter," Mr. Albstein said.
A copy of the declaration is available for free at:
http://is.gd/o7tu6k
The Lenders are represented by:
Kriss & Feuerstein LLP
Jerold C. Feuerstein, Esq.
360 Lexington Avenue, Suite 1200
New York, New York 10017
Tel: (212) 661-2900
E-mail: jfeuerstein@kandfllp.com
About HS 45 John
HS 45 John LLC, a single asset real estate, filed a Chapter 11
bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-10368) on
Feb. 20, 2015, in Manhattan. The case is assigned to Judge Sean H.
Lane. The Debtor tapped Kevin J. Nash, Esq., at Goldberg Weprin
Finkel Goldstein LLP as counsel. The Debtor estimated $50 million
to $100 million in assets and liabilities.
IMRIS INC: Has Final Authority to Obtain $5.3M DIP Loans
--------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware gave IMRIS, Inc., et al., final authority to
obtain $5,349,000 of postpetition financing consisting of (i)
Roll-Up Loans in the aggregate principal amount of $925,000, (ii)
Imaging and Service Business Loans in the aggregate principal
amount of $4,124,000, and (iii) Robotics Business Loans in the
aggregate principal amount of $300,000.
The DIP Financing is extended by Deerfield Management Company LP,
which is also the Debtors' prepetition secured lender. As of the
Petition Date, the Debtors owe the Prepetition Lenders in the
aggregate principal amount of not less than $26,874,162 in respect
of loans and other extensions of credit made pursuant to
transaction documents.
The Debtors also given final authority to use cash collateral
securing their prepetition indebtedness.
The DIP Loans will bear interest at (i) with respect to the
Roll-Up
Loans, 19.0% simple interest per annum, (ii) with respect to the
Service Business Loans, 19.0% simple interest per annum and (iii)
with respect to the Robotics Business Loans, 19.0% simple interest
per annum.
The Official Committee of Unsecured Creditors reserved its rights
regarding the DIP Financing and told the Court that it has
identified several significant concerns regarding the DIP Facility
and has engaged in active discussions with the advisors to the
lenders as well as the Debtors.
A full-text copy of the Final DIP Order with Budget is available at
http://bankrupt.com/misc/IMRISdip0624.pdf
About IMRIS Inc.
Based in Minnetonka, Minnesota, IMRIS Inc. -- http://www.imris.com/
-- designs, manufactures and markets image guided therapy systems.
IMRIS's VISIUS Surgical Theatre systems enhance the effectiveness
magnetic resonance systems, x-ray fluoroscopy systems, and computed
tomography (CT) systems in medical procedures.
IMRIS and its affiliated companies commenced Chapter 11 bankruptcy
cases (Bankr. D. Del. Lead Case No. 15-11133) in Delaware on May
25, 2015, with a deal to sell to Deerfield Management Company,
L.P., for a credit bid of $9.50 million, absent higher and better
offers.
The Debtors tapped the law firms of DLA Piper LLP (US) and DLA
Piper (Canada) LLP as counsel; Imperial Capital, LLC, as
investment
banker, FTI Consulting, Inc.'s Andrew Hinkelman as chief
restructuring officer; and Kurtzman Carson Consultants LLC as
claims and noticing agent.
IMRIS estimated $10 million to $50 million in assets and
liabilities.
On June 4, 2015, the U.S. Trustee appointed three members to the
Official Committee of Unsecured Creditors. The members of the
Committee are: (i) Trumpf Medical Systems, Inc., (ii) Siemens
Medical Solutions, USA, Inc., and (iii) ETS−Lindgren Inc. The
Committee selected Steven K. Kortanek, Esq., Kevin J. Mangan, Esq.,
and Thomas M. Horan, Esq., at Womble Carlyle Sandridge & Rice, LLP,
in Wilmington, Delaware, as counsel.
IMRIS INC: UST Forms 3-Member Creditors Committee
-------------------------------------------------
Andrew R. Vara, Acting U.S. Trustee for Region 3, notified the U.S.
Bankruptcy Court for the District of Delaware on June 4, 2015, that
he has appointed three members to the Official Committee of
Unsecured Creditors in the Chapter 11 cases of IMRIS, Inc., and its
debtor affiliates.
The Committee members are:
(1) Trumpf Medical Systems, Inc.
c/o Deitzah W. Raby, Hill-Rom
180 N. Stetson Ave., Ste. 1400
Chicago, IL 60601
Phone: 312-819-7235
(2) Siemens Medical Solutions, USA, Inc.
Attn: Gregory J. Hauck
51 Valley Stream Pkwy.
Mail Code T06
Malvern, PA 19355
Phone: 610-219-8598
Fax: 610-219-8333
(3) ETS- Lindgren Inc.
Attn: Marjorie M. Weisman
1301 Arrow Point Dr.
Cedar Park, TX 78613
Phone: 314-213-7214
Fax: 314-213-7215
Siemens Medical Solutions and Trumpf Medical Systems were listed as
two of the Debtors' largest unsecured creditors with Siemens
holding a trade claim in the amount of $836,579 and Trumpf holding
a trade claim in the amount of $295,844.
The Committee is represented by:
Steven K. Kortanek, Esq.
Kevin J. Mangan, Esq.
Thomas M. Horan, Esq.
WOMBLE CARLYLE SANDRIDGE & RICE, LLP
222 Delaware Avenue, Suite 1501
Wilmington, DE 19801
Tel: 302-252-4320
Fax: 302-252-4330
Email: skortanek@wcsr.com
kmangan@wcsr.com
thoran@wcsr.com
About IMRIS Inc.
Based in Minnetonka, Minnesota, IMRIS Inc. -- http://www.imris.com/
-- designs, manufactures and markets image guided therapy systems.
IMRIS's VISIUS Surgical Theatre systems enhance the effectiveness
magnetic resonance systems, x-ray fluoroscopy systems, and computed
tomography (CT) systems in medical procedures.
IMRIS and its affiliated companies commenced Chapter 11 bankruptcy
cases (Bankr. D. Del. Lead Case No. 15-11133) in Delaware on May
25, 2015, with a deal to sell to Deerfield Management Company,
L.P., for a credit bid of $9.50 million, absent higher and better
offers.
The Debtors tapped the law firms of DLA Piper LLP (US) and DLA
Piper (Canada) LLP as counsel; Imperial Capital, LLC, as
investment
banker, FTI Consulting, Inc.'s Andrew Hinkelman as chief
restructuring officer; and Kurtzman Carson Consultants LLC as
claims and noticing agent.
IMRIS estimated $10 million to $50 million in assets and
liabilities.
INDEPENDENT INSURANCE: July 16 Hearing on Permanent Injunction
--------------------------------------------------------------
The proposed scheme of arrangement between Independent Insurance
Company Limited and its scheme creditors was made available on
March 27, 2015, to all known creditors of the company, a proxy and
voting form was mailed to all known scheme creditors as was a
notice informing them that, pursuant to an order of the High Court
of Justice of England and Wales in London, England, meetings were
scheduled in London for June 1, 2015, at which time a vote of the
scheme creditors would be taken on resolutions approving the scheme
of arrangement.
Provided the scheme of arrangement is approved by the requisite
majorities of the scheme creditors, an order by the High Court
sanctioning the scheme arrangement will be sought, and if obtained,
the scheme of arrangement is thereafter expected to become
effective.
Pursuant to an order of the United States Bankruptcy Court for the
Southern District of New York dated June 9, 2015, a hearing will be
held on July 16, 2015, at 10:00 a.m., or as soon thereafter as
counsel can be heard, before the Hon. Stuart M. Bernstein, United
states Bankruptcy Judge, in room 723 of the Bankruptcy Court,
Alexander Hamilton Custom House, One Bowling Green, New York, New
York, to consider the petitioner's motion for entry of a permanent
injunction and order pursuant to section 304 of the Bankruptcy
Code.
All objections and responses to the motion will be made in writing
and will be filed with the Bankruptcy Court, One Bowling Green, New
York, New York, with a copy to the chambers of Judge Bernstein, and
served so as to be received by counsel to the petitioners on or
before July 7, 2015, at 5:00 p.m. (New York Time).
Attorneys for the petitioners:
Chadbourne & Parke LLP
1301 Avenue of the Americas
New York, New York 10019
Tel: (212) 408-5100
Attn: Howard Selfe, Esq., and
Francisco Vazquez, Esq.
INFINITY ENERGY: Amegy Bank Reports 20.8% Stake as of May 15
------------------------------------------------------------
Amegy Bank National Association disclosed in an amended Schedule
13D filed with the Securities and Exchange Commission that as of
May 15, 2015, it is the beneficial owner of 5,591,250 shares of
common stock of Infinity Energy Resources, Inc., which represents
20.8 percent of the shares outstanding. This percentage amount is
calculated based upon 26,866,938 shares of Common Stock outstanding
as of May 15, 2015, as reported by the Issuer in its Quarterly
Report on Form 10-Q for the quarterly period ended
March 31, 2015, filed with SEC on May 15, 2015. A copy of the
regulatory filing is available at http://is.gd/mmQIEf
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.
INTEGRATED FREIGHT: Posts $1,000 Net Income in Sept. 30 Quarter
---------------------------------------------------------------
Integrated Freight Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1,329 on $4.9 million of revenue for the three
months ended Sept. 30, 2014, compared to a net loss of $258,321 on
$5.2 million of revenue for the same period in 2013.
For the six months ended Sept. 30, 2014, the Company reported net
income of $269,529 on $9.9 million of revenue compared to a net
loss of $273,630 on $10.4 million of revenue for the six months
ended Sept. 30, 2013.
As of Sept. 30, 2014, the Company had $4.4 million in total assets,
$17 million in total liabilities and a $12.6 million total
stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/p8Npx7
About Integrated Freight
Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers. The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard. IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.
Integrated Freight reported a net loss of $1.43 million on $20.2
million of revenue for the year ended March 31, 2014, compared with
net income of $4.81 million on $20.1 million of revenue for the
year ended March 31, 2013.
DKM Certified Public Accountants, in Clearwater, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2014, citing that the
Company has significant net losses and cash flow deficiencies.
Those conditions raise substantial doubt about the Company's
ability to continue as a going concern.
INTERNATIONAL TEXTILE: David Wax Resigns as Director
----------------------------------------------------
David L. Wax, a member of the board of directors of International
Textile Group, Inc., since 2006, tendered his resignation from that
position on June 17, 2015, according to a Form 8-K document filed
with the Securities and Exchange Commission.
The Company expresses its gratitude to Mr. Wax for his long service
and many contributions to the Company.
The Board has appointed Su Yeo, a principal at W.L. Ross & Co. LLC,
affiliates of which hold a substantial majority of the Company's
stock, as a member of the Board, including as a member of the Audit
Committee to replace Mr. Wax. Ms. Yeo is a financial services
executive with over 18 years experience in principal investing,
debt restructuring and investment banking roles. The Company
believes her experiences and skills will benefit the Board's
discussions related to financing, international and strategic
opportunities. Ms. Yeo will be entitled to the same compensation
for her service as a director as other individuals affiliated with
WLR.
About International Textile
International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam. ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.
International Textile reported a net loss attributable to common
stock of $15.4 million on $595 million of net sales for the year
ended Dec. 31, 2014, compared to a net loss attributable to common
stock of $10.9 million on $600 million of net sales in 2013.
As of March 31, 2015, the Company had $328 million in total assets,
$395 million in total liabilities, and a $67.5 million total
stockholders' deficit.
IRONGATE ENERGY: S&P Assigns 'CCC+' Corp. Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating to Houston-based oilfield service company Irongate
Energy Services LLC. The outlook is stable.
S&P also assigned its 'CCC+' issue-level rating to the company's
already outstanding $210 million senior secured notes. The
recovery rating on this debt is '4', reflecting S&P's expectation
for recovery of 30% to 50% (low end of range) in the event of
payment default.
"The stable outlook reflects our view that Irongate's credit
measures will deteriorate significantly in 2015 before improving
modestly in 2016 and 2017," said Standard & Poor's credit analyst
Aaron McLean. "We expect debt to EBITDA to be above 8x and funds
from operations to debt to remain below 5% in 2015 while liquidity
remains adequate during this period," added Mr. McLean.
The ratings on Irongate Energy Services LLC reflect S&P's
assessment of the company's "vulnerable" business risk profile,
"highly leveraged" financial risk profile, and its "adequate"
liquidity, as defined in S&P's criteria. These risk assessments
incorporate the company's exposure to the highly competitive and
cyclical oilfield service industry, in particular, volatile oil and
gas drillers; and a limited scale of operations. The ratings also
reflect extremely high debt leverage measures in 2015 and S&P's
expectation that the company will spend within cash flows for the
remainder of the year.
S&P would consider lowering the rating if it viewed liquidity as
"less than adequate." This could occur if weakening market
conditions persisted and the company was forced to borrow on its
$20 million revolving credit facility to fund operations, or S&P
assessed debt leverage as unsustainable.
S&P would consider an upgrade if the company were able to grow the
scale of its operations such that EBITDA increased to levels
comparable to higher rated peers while leverage measures fell below
5x.
ISTAR FINANCIAL: Files Amended Schedule TO with SEC
---------------------------------------------------
iStar Financial Inc. amended its tender offer Statement on Schedule
TO filed with the Securities and Exchange Commission on June 12,
2015, relating to an offer by iStar to all holders of shares of the
Company's High Performance Common Stock-Series 1, High Performance
Common Stock-Series 2 and High Performance Common Stock-Series 3 to
receive: (i) the Stock Consideration, (ii) the Cash Consideration
or (iii) a combination of the Stock Consideration and the Cash
Consideration in exchange for HPU Shares tendered by the holders.
The "Stock Consideration" is the number of shares of the Company's
common stock, par value $0.001 per share, equal to the product of:
(i) the aggregate number of Common Stock Equivalents that are
attributable to the HPU Shares tendered in the Offer by a holder of
HPU Shares, multiplied by (ii) 0.565371, which represents $8.00 of
Shares based on the last reported sale price for the Shares on the
New York Stock Exchange on June 11, 2015 (which was $14.15).
The "Cash Consideration' is the amount of cash equal to the product
of: (i) the aggregate number of Common Stock Equivalents that are
attributable to the HPU Shares tendered in the offer by a holder of
HPU Shares, multiplied by (ii) $8.00.
A full-text copy of Offer to Exchange Letter dated June 22, 2015
is available at http://is.gd/B1corP
About iStar Financial
New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity. The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.
iStar Financial reported a net loss allocable to common
shareholders of $33.72 million in 2014, a net loss allocable to
common shareholders of $155.76 million in 2013 and a net loss
allocable to common shareholders of $272.99 million in 2012.
As of March 31, 2015, the Company had $5.65 billion in total
assets, $4.41 billion in total liabilities, $13.2 million in
redeemable noncontrolling interests, and $1.21 billion in total
equity.
* * *
As reported by the TCR on June 26, 2014, Fitch Ratings had
affirmed the Issuer Default Rating (IDR) of iStar Financial
at 'B'. The 'B' IDR is driven by improvements in the company's
leverage, continued demonstrated access to the capital markets and
new sources of growth capital and material reductions in non-
performing loans (NPLs).
As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial.
In October 2012, Moody's Investors Service upgraded the corporate
family rating to 'B2' from 'B3'. The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate. The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.
ITUS CORP: Forms New Cancer Diagnostics Subsidiary
--------------------------------------------------
ITUS Corporation announced that it has formed a new subsidiary,
Anixa Diagnostics Corporation, for the purpose of developing and
marketing non-invasive, early cancer screening tests. Anixa will
be led by Dr. Amit Kumar, who will become executive chairman of
Anixa, and also assume the role of vice-chairman of ITUS.
Robert Berman, ITUS's president and CEO, stated, "Dr. Kumar has
many years of experience in cancer diagnostics, is a foremost
expert in the utilization of cutting edge technolgies for early
cancer screening, and has successfully developed and guided several
cancer diagnostic tests through the approval process and to the
market. With Dr. Kumar's expertise, together with access to other
leading scientists and renowned cancer institutes, we currently
have the resources that are necessary to bring non-invasive cancer
diagnostic tests to market."
Dr. Kumar received his Bachelor's degree in Chemistry from
Occidental College, where he graduated with honors. After joint
studies at Stanford University, and the California Institute of
Technology, Dr. Kumar received his Ph.D. in Chemistry from the
California Institute of Technology. He followed his Ph.D. with a
post-doctoral fellowship at Harvard University. Dr. Kumar has
previously worked as an executive, founder and board member of
several biotechnology companies. Most relevant to Anixa, from
September 2001 to June 2010, Dr. Kumar was the president and CEO of
CombiMatrix Corporation, a company which he took public, and which
developed and launched a number of genomic diagnostics tests in
multiple areas, including cancer. Since leaving CombiMatrix, Dr.
Kumar has been closely evaluating scientific data, and carefully
monitoring the advancement of scientific research, in search of
technologies that can be used to create highly impactful, cancer
screening tests and that are worthy of launching a new company.
ANIXA has identified two technologies that it intends to use for
its first cancer screening tests. One technology utilizes a
biomarker that has been proven to be effective for the early
detection of lung cancer, the number one cause of cancer deaths for
men and women. The other technology focuses on biomarkers for the
early detection of multiple solid tumors at both early and late
stages of cancer. Anixa's cancer strategy is based on the premise
that the best way to improve the outcomes for cancer patients is
early detection, through the utilization of simple, non-invasive,
economical screening tests that are highly accurate.
On June 24, 2015, ITUS held a web-based conference call to present
an update on ITUS and its new cancer diagnostic initiative, Anixa.
The call was hosted by Robert Berman and Dr. Amit Kumar.
About ITUS Corporation
ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires
patented technologies for the purposes of patent monetization and
patent assertion. The company currently has 10 patent portfolios
in the areas of Key Based Web Conferencing Encryption, Encrypted
Cellular Communications, E-Paper(R) Electrophoretic Display, Nano
Field Emission Display ("nFED"), Micro Electro Mechanical Systems
Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window
Frame Construction, VPN Multicast Communications, Internet
Telephonic Gateway, and Enhanced Auction Technologies.
CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014,
to reflect the Company's change in its business operations.
ITUS Corporation reported a net loss of $9.60 million on $3.66
million of total revenue for the year ended Oct. 31, 2014, compared
to a net loss of $10.08 million on $389,000 of total revenue for
the year ended Oct. 31, 2013. The Company also reported a net loss
of $4.25 million for the year ended Oct. 31, 2012, and a net loss
of $7.37 million for the year ended Oct. 31, 2011.
As of April 30, 2015, the Company had $11.1 million in total
assets, $4.14 million in total liabilities and $6.99 million in
total shareholders' equity.
JOE'S JEANS: Tengram Capital Partners In Talks to Acquire Assets
----------------------------------------------------------------
Lillian Rizzo and Amy Or, writing for Dow Jones' Daily Bankruptcy
Review, reported that Joe's Jeans Inc., a retailer that has been
threatened with a delisting from the Nasdaq Capital Market over its
depressed share value, may be close to lining up a buyer.
According to the report, citing people familiar with the situation,
private equity firm Tengram Capital Partners is in talks to acquire
Joe's and its subsidiary Hudson Clothing LLC.
About Joe's Jeans
Joe's Jeans Inc. -- http://www.joesjeans.com/-- designs, produces
and sells apparel and apparel-related products to the retail and
premium markets under the Joe's(R) brand and related trademarks.
In its audit report on the consolidated financial statements for
the year ended Nov. 30, 2014, Moss Adams LLP expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has a net working capital deficiency due
to
debt covenant violations and has suffered recurring losses from
operations.
The Company reported a net loss of $27.7 million on $189 million
of
net sales for the fiscal year ended Nov. 30, 2014, compared with a
net loss of $7.31 million on $140 million of net sales in 2013.
As of Feb. 28, 2015, Joe's Jeans had $185 million in total assets,
$165 million in total liabilities and $20 million in total
stockholders' equity.
The Troubled Company Reporter, on June 9, 2015, reported that Joe's
Jeans on June 4 disclosed that the Company received a letter on May
29, 2015, from The Nasdaq Stock Market indicating that the Company
had received an additional 180 days, or until November 23, 2015, to
regain compliance with Nasdaq Listing Rule 5550(a)(2) by
maintaining a closing bid price per share of its common stock at
$1.00 per share or more for a minimum of 10 consecutive trading
days.
KGHM INTERNATIONAL: S&P Affirms 'BB-' CCR, Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
long-term corporate credit rating on Vancouver-based mining company
KGHM International Ltd. (KGHMI). The outlook is stable.
Subsequently, Standard & Poor's withdrew its 'BB-' corporate credit
rating on KGHMI at the issuer's request. Before this, Standard &
Poor's discontinued its 'BB-' senior unsecured debt and '3'
recovery ratings on June 22, following the company's repayment of
its senior unsecured notes.
LARRY C. ADDINGTON: Court Avoids Transfer to Half-Sister
--------------------------------------------------------
Bankruptcy Judge Gregory R. Schaaf held that a transfer made by
debtor Larry C. Addington to his half-sister is avoidable.
In the case, ROBERT J. BROWN, TRUSTEE, Plaintiff, v. CATHY G.
RAYGOZA, Defendant, ADVERSARY CASE NO. 14-1008 (Bankr. E.D. Ky.,
Ashland Div.), Chapter 7 trustee, Robert J. Brown, sought to
recover an allegedly fraudulent transfer from Addington to his
half-sister, Cathy Raygoza. The deed of conveyance provided that
the parties valued the mineral rights transferred at $150,000, but
Rayzoga paid only $20,000.
Judge Schaaf found that the trustee was able to prove the elements
of Section 378.020 and the standing element of Section 544(b).
Under Kentucky law, a conveyance is constructively fraudulent if
the value of the thing conveyed substantially exceeds the
consideration for the conveyance.
A copy of the May 27, 2015 memorandum opinion is available at
http://is.gd/4xLpyEfrom Leagle.com.
About Larry C. Addington
Larry C. Addington filed a petition under Chapter 11 (Bankr. E.D.
Ky. Case No. 12-10029) on January 26, 2012. The case was converted
to a Chapter 7 case on May 14, 2012, on motion of the U.S. Trustee.
Robert J. Brown was selected as Chapter 7 trustee on June 19, 2012.
LDR INDUSTRIES: Amends Schedule of Unsec. Priority Claims
---------------------------------------------------------
LDR Industries, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Illinois Amended Schedule E - Creditors
Holding Unsecured Priority Claims. A copy of the amendment is
available for free at
http://bankrupt.com/misc/LDRIndustries_158_amendedSAL.pdf
The Debtor had filed with the Court schedules of assets and
liabilities, disclosing total assets of $27,538,561 and total
liabilities of $29,751,647.
About LDR Industries
For over 75 years, Chicago-based LDR Industries and its
predecessor companies have engaged in the distribution of plumbing
products to the home improvement industry, including faucets,
showers, sinks, toilet seats and variety of other specialty lines
such as lead-free valves.
LDR Industries, LLC, sought Chapter 11 protection (Bankr. N.D.
Ill. Case No. 14-32138) in Chicago, Illinois on Sept. 2, 2014, with
plans to sell the business following a dispute with the U.S.
Customs.
The bankruptcy case is assigned to Honorable Judge Pamela S.
Hollis. The Debtor is represented by attorneys at Reed Smith LLP.
The Debtor disclosed $27,538,561 in assets and $29,751,647 in
liabilities as of the Chapter 11 filing.
LIFE PARTNERS: Pardo Seeks Appointment of Shareholders Committee
----------------------------------------------------------------
Brian D. Pardo asks the U.S. Bankruptcy Court for the Northern
District of Texas, Fort Worth Division, to direct appointment of an
official committee of shareholders in the Chapter 11 case of Life
Partners Holdings, Inc.
Mr. Pardo, appearing pro se, tells the Court that the Debtor has a
limited number of legitimate or unchallenged creditors, but in
excess of 3,000 shareholders, including a large number of retired
individuals. Mr. Pardo says he owns roughly 11,000 shares and his
family trust owns 9,350,000 shares.
Mr. Pardo points out that, contrary to the U.S. Trustee's
proclamation, LPHIQ shares remain liquid as far as the financial
markets are concerned. He asserts that the success or failure of
the case will have a great effect on shareholders since many, if
not most are also investors in fractional interests of policies
sold in the market by their owners, the insureds. He further
asserts that, in essence, standing requires an actual or
anticipated imminent damage to the party in interest. He argues
that shareholders of Life Partners Holdings, Inc. are clearly a
protected class and should be afforded representation on a genuine
Shareholders' Committee both at LPHI and at Life Partners, Inc.
The Official Committee of Unsecured Creditors objected to Mr.
Pardo's request for an expedited hearing, saying shortened notice
would not allow objecting parties to properly prepare for the
hearing and take needed discovery. The Chapter 11 Trustee, H.
Thomas Moran II, joins the Creditors' Committee's objection.
The Creditors' Committee is represented by:
Joseph J. Wielebinski, Esq.
Jay Ong, Esq.
Thomas D. Berghman, Esq.
MUNSCH HARDT KOPF & HARR, P.C.
3800 Ross Tower
500 North Akard Street
Dallas, TX 75201-6659
Telephone: (214)855-7500
Facsimile: (214)855-7584
E-mail: jwielebinski@munsch.com
jong@munsch.com
tberghman@munsch.com
The Chapter 11 Trustee is represented by:
David M. Bennett, Esq.
Richard B. Roper, Esq.
Katharine Battaia Clark, Esq.
THOMPSON & KNIGHT LLP
1722 Routh Street, Suite 1500
Dallas, Texas 75201
Telephone: (214)969-1700
Facsimile: (214)969-1751
Email: David.Bennett@tklaw.com
Richard.Roper@tklaw.com
Katie.Clark@tklaw.com
About Life Partners
Life Partners Holdings, Inc., is the parent company of the
world's
oldest company engaged in the secondary market for life
insurance,
commonly called "life settlements." Since its
incorporation in
1991, Life Partners, Inc. has completed over
162,000 transactions
for its worldwide client base of over 30,000
high net worth
individuals and institutions in connection with
the purchase of
over 6,500 policies totaling over $3.2 billion in
face value.


Waco, Texas-based Life Partners Holdings -- http://www.lphi.com--
is a financial services company engaged in the secondary market for
life insurance known as life settlements.


Life Partners Holdings sought protection under Chapter 11 of
the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan.
20,
2015. The case is assigned to Judge Russell F. Nelms.


J. Robert Forshey, Esq., at Forshey & Prostok, LLP, serves
as
counsel to the Debtor. The official committee of unsecured

creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C.,
as counsel.


Tracy A. Bolt of BDO USA, LLP, was named as examiner for
the
Debtor's case.


At the behest of the U.S. Securities and Exchange Commission, the

U.S. Trustee, and the Creditors Committee, the Court ordered
the
 appointment of a Chapter 11 trustee. On March 13, 2015, H.
Thomas
Moran II was appointed as Chapter 11 trustee in LPHI's
case.




The Chapter 11 Trustee is represented by David M. Bennett,
Esq., Richard B. Roper, Esq.
, and Katharine Battaia Clark,
Esq.
, at Thompson & Knight LLP, in Dallas, Texas.
The Chapter 11 Trustee signed Chapter 11 bankruptcy petitions
for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case
No.
15-41995) and LPI Financial Services, Inc. (Case No.
15-41996). 
Life Partners is estimated to have $100 million to
$500 million in
assets and more than $1 billion in debt. LPI
Financial estimated
less than $50,000.
The U.S. Trustee for Region 6 appointed six members to the
official
committee of unsecured creditors.
LIQUIDMETAL TECHNOLOGIES: Inks Third Amendment to Apple MTA
-----------------------------------------------------------
Liquidmetal Technologies, Inc. and Apple Inc. entered into a third
amendment to the Master Transaction Agreement that was originally
entered into on Aug. 5, 2010, and amended on June 15, 2012, and May
17, 2014, according to a document filed with the Securities and
Exchange Commission.
Under the MTA and its first two amendments in 2012 and 2014, the
Company was obligated to contribute to Crucible Intellectual
Property, LLC, a special purpose subsidiary of the Company, all
intellectual property acquired or developed by the Company from
Aug. 5, 2010, through Feb. 5, 2015, and all intellectual property
held by Crucible Intellectual Property, LLC was exclusively
licensed on a perpetual basis to Apple for the field of use of
consumer electronic products under the MTA. Under the Third
Amendment, the parties agreed to extend the Feb. 5, 2015, date to
Feb. 5, 2016. The Third Amendment has an effective date of
Feb. 26, 2015.
About Liquidmetal Technologies
Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries. The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.
As of March 31, 2015, the Company had $10.42 million in total
assets, $3.92 million in total liabilities, and $6.49 million in
total stockholders' equity.
Liquidmetal Technologies reported a net loss and comprehensive loss
of of $6.55 million on $603,000 of total revenues for the year
ended Dec. 31, 2014, compared to a net loss and comprehensive loss
of $14.2 million on $1.02 million of total revenue in 2013.
SingerLewak LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company has suffered recurring losses from
operations, has negative cash flows from operations and has an
accumulated deficit. This raises substantial doubt about the
Company's ability to continue as a going concern.
MAGNETATION INC: Committee Taps Foley & Mansfield as Local Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Magnetation LLC, et al., filed with the U.S. Bankruptcy
Court for the District of Minnesota a revised application to retain
the law firm of Foley & Mansfield, PLLP as it local counsel.
The Creditors Committee filed revisions to the application at the
request of the U.S. Trustee.
As local counsel for the Committee, Foley & Mansfield, will, among
other things:
a. consult with the Debtor regarding the administration of the
case;
b. investigate the acts, conduct, assets, liabilities, and
financial condition of the debtor, the operation of the Debtor's
business and the desirability of the continuance of such business,
and any other matter relevant to the case or to the formulation of
a plan; and
c. participate in the formulation of a plan, advise unsecured
creditors of the decisions of the Committee as to any plan proposed
and collect and file with the court acceptances or rejections of
the plan.
Thomas J. Lallier, a partner in the law firm of Foley & Mansfield,
PLLP, 250 Marquette Avenue, Suite 1200, Minneapolis, Minnesota,
assured the Court that the firm has no connection with any
creditor, or any other party-in-interest.
According to the Committee, lead counsel Cooley LLP, is not
admitted to practice in the district but has been admitted pro hac
vice.
Thomas J. Lallier, Cameron A. Lallier and Alissa N. Mitchell, will
participate in the preparation and presentation of the cases and
accept service as necessary.
The hourly rates for the attorneys and paralegals who will provide
the services are:
Partners $300
Associates $200
Paralegals $125
Foley & Mansfield was preliminarily retained by Dilling Group,
Inc., one of the members of the Committee, and was contacted by
Kirby Risk Corporation but was never retained. Foley & Mansfield,
PLLP has since withdrawn from its representation of Dilling Group,
with its consent.
About Magnetation LLC
Magnetation LLC -- http://www.magnetation.com/-- is a joint
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9%
owner).
Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings basins.
Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.
Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth,
Minnesota, on May 5, 2015, after reaching a deal with secured
noteholders on a balance sheet restructuring. The cases are
assigned to Chief Judge Gregory F Kishel.
The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra,
Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone Advisory
Partners LP as financial advisor; and Donlin, Recano & Company,
Inc., as the claims agent.
The Debtor's exclusive period for filing a plan and disclosure
statement ends Sept. 2, 2015.
The Debtor disclosed $239,210,542 in assets and $575,938,301 in
liabilities as of the Chapter 11 filing.
The U.S. Trustee for Region 12 appointed three creditors of
Magnetation LLC to serve on an official committee of unsecured
creditors. The Committee tapped Cooley, LLP as its lead counsel,
Foley & Mansfield PLLP as its local counsel, and Province Inc., as
its financial advisor.
MAGNETATION INC: Has Final Approval to Obtain $135M DIP Loan
------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved, on
a final basis, Magnetation LLC's motion for authority to obtain
postpetition financing and utilize cash collateral securing its
prepetition indebtedness.
As previously reported by The Troubled Company Reporter, Wilmington
Trust, National Association, as administrative and collateral
agent, and a consortium of lenders agreed to provide $135 million
of superpriority senior secured debtor in possession term loan, of
which $63.7 million represents additional incremental liquidity and
approximately $71.3 million represents roll-ups of certain
prepetition indebtedness.
According to BData, Wilmington Trust and the financing calls for
the following fees: (1) a backstop fee equal to 4% of the aggregate
principal amount of the D.I.P. financing, excluding the term
roll-up and pre-petition notes roll-up on the date commitments are
provided; (2) a commitment fee in the amount of 3% of the aggregate
principal amount of the financing, excluding the pre-petition
roll-up on the date the commitments are provided, paid in kind as
an increase to the stated principal amount of the financing on the
closing date and (3) the fees and expenses payable to the
administrative agent, which include a $25,000 annual administration
fee and certain other fees.
The financing will bear interest at a fixed rate of 12% per annum,
paid in kind.
About Magnetation LLC
Magnetation LLC -- http://www.magnetation.com/-- is a joint
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9% owner).
Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings basins.
Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.
Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth,
Minnesota, on May 5, 2015, after reaching a deal with secured
noteholders on a balance sheet restructuring. The cases are
assigned to Chief Judge Gregory F Kishel.
The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra,
Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone Advisory
Partners LP as financial advisor; and Donlin, Recano & Company,
Inc., as the claims agent.
The Debtor's exclusive period for filing a plan and disclosure
statement ends Sept. 2, 2015.
The U.S. Trustee for Region 12 appointed three creditors of
Magnetation LLC to serve on an official committee of unsecured
creditors. The Creditors' Committee proposes to retain Province
Inc. as its financial advisor.
MINERALS TECHNOLOGIES: S&P Assigns 'BB' Rating on $1.078BB Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'BB'
issue-level rating to Minerals Technologies Inc.'s $1.078 billion
term loan B-1. It also assigned a 'BB' issue-level rating to the
company's $300 million term loan B-2. S&P expects no increase in
total debt as a result of this transaction, which split the
outstanding amount under the existing term loan B into two separate
tranches. The recovery ratings remain unchanged.
The ratings reflect S&P's assessment of the company's financial
risk profile as "aggressive" and business risk profile as "fair",
as defined in S&P's criteria, which results in an anchor score of
'bb-'. There is no impact of any modifier, resulting in a
corporate credit rating of 'BB-'.
RATINGS LIST
Minerals Technologies Inc.
Corporate credit rating BB-/Stable/--
New Ratings
Minerals Technologies Inc.
Senior Secured
$1.078 billion term loan B-1 BB
Recovery rating 2L
$300 million term loan B-2 BB
Recovery rating 2L
MINI MASTER: Sells 3 Vehicles for $13,000
-----------------------------------------
Mini Master Concrete Services, Inc., sought and obtained from Judge
Mildred Caban Flores of the U.S. Bankruptcy Court for the District
of Puerto Rico permission to sell the following vehicles for a
total price of $13,000.
The vehicles to be sold are:
-- a 1993 Caterpillar 980C Loader to Ricardo RodrÃguez for
$8,000;
-- a 2006 Chevrolet Silverado Pick-up to Pedro RodrÃguez for
$2,000; and
-- a 2006 Ford F250 Super Duty Super Cab Pick-up to Jeffrey E.
Albretcht for $3,000.
Charles A. Cuprill-Hernandez, Esq., at Charles A. Cuprill, P.S.C.
Law Offices, in San Juan, Puerto Rico, told the Court that the
vehicles are not needed for the Debtor's operations and that
maintaining them is causing the Debtor's estate to incur
unnecessary and burdensome expenses, like security, insurance and
property taxes. Mr. Cuprill-Hernandez further told the Court that
the vehicles must be sold as expeditiously as possible to maximize
their value and avoid their further deterioration.
The Debtor is represented by:
Charles A. Cuprill-Hernandez, Esq.
CHARLES A. CUPRILL, P.S.C. LAW OFFICES
356 Fortaleza Street, Second Floor
San Juan, PR 00901
Telephone: (787)977-0515
Facsimile: (787)977-0518
Email: ccuprill@cuprill.com
About Mini Master
Mini Master Concrete aka Mini Master aka Empresas Master filed
a
Chapter 11 petition (Bankr. D.P.R. Case No. 13-10302) on Dec.
11,
2013, in Old San Juan, Puerto Rico. Charles A. Cuprill, PSC
Law
Office, also serves as counsel to Mini Master Concrete.
The
petition was signed by Carmen Betancourt, president.


Affiliate Master Aggregates Toa Baja Corporation also filed
a
Chapter 11 petition (Bankr. D.P.R. Case No. 13-10305) in Old
San
Juan, Puerto Rico on Dec. 11, 2013. The Debtor disclosed

$15,279,612 in total assets, and $14,700,365 in total
liabilities.

The Debtor selected Charles Alfred Cuprill, Esq.,
at Charles A
Cuprill, PSC Law Office, as its counsel.

MINI MASTER: Unsecured Creditors to Get 5% Under Exit Plan
----------------------------------------------------------
Mini Master Concrete filed with the U.S. Bankruptcy Court for the
District of Puerto Rico a proposed reorganization plan that
proposes to return 100 cents on the dollar to secured creditors and
a 5% recovery for unsecured creditors.
During the course of its Chapter 11 proceedings, the Debtor moved
its administrative offices to Toa Baja, Puerto Rico, which resulted
in a reduction of more than 30% of its administrative personnel.
Also, as a result of a comprehensive cost reduction program,
implemented by Debtor's management, most of the administrative
expenses were reduced, with a savings of more than $400,000 per
year. Moreover, the Debtor is in the process of re-opening its
former Toa Baja site, by July 2015, which is expected to produce
and sell at least 24,000 yards of concrete during its first year of
operations.
During the reorganization period, Debtor also sold certain
machinery and equipment as approved by the Court, generating
payments to the Economic Development Bank and GE Capital Corp. of
Puerto Rico, respectively for $146,800 and $16,000.
A hearing on approval of the disclosure statement explaining the
Plan is slated for July 29, 2015, at 9:00 a.m. Objections are due
14 days prior to hearing.
The Plan proposes to treat claims and interests a follows:
Projected
Claim/Interest Amount Impairment Recovery
-------------- ------ ---------- --------
Class 1 - Secured
Claim of Economic
Devt. Bank of P.R. $4,061,649 Impaired 100%
Class 2 - Secured
Claims of GE Capital
Corp. of P.R. $1,733,989 Impaired 100%
Class 3 - Secured
Claim of ESSROC San
Juan, Inc. $279,919 Impaired 100%
Class 4- Holders of
Gen. Unsecured
Claims $3,492,658 Impaired 5%
Class 5 - Interests N/A Unimpaired N/A
EDB's claim will be partially paid on or before the Effective Date,
by the transfer of two properties. The balance of EDB's secured
claim, for $3,246,649, will be paid over a 360 months period,
through equal monthly installments of $14,130, including principal
and interest at 3.25% per annum, until the full payment thereof.
As to Class 4, holders of allowed general unsecured claims,
excluding the claim of The Estate of Victor S. Maldonado Dávila
and the claim of Ms. Bess M. Taylor Mitchell, who will not receive
any dividends, in excess of $40,000 will be paid in full
satisfaction of their claims, 5% in cash, through 60 equal
consecutive monthly installments of $2,580 commencing on the
Effective Date and continuing on the 30th day of the subsequent 59
months. Holders of allowed general unsecured claims of $40,000 or
less, will be paid in full satisfaction of their claims 5% thereof,
on the Effective Date.
A copy of the Disclosure Statement dated June 4, 2015, is available
for free at:
http://bankrupt.com/misc/Mini_Master_DS.pdf
The Debtor is represented by:
Charles A. Cuprill-Hernandez
CHARLES A. CUPRILL P.S.C. LAW OFFICES
356 Fortaleza Street
Second Floor
San Juan, PR 00901
Tel: 787-977-0515
Fax: 787-977-0518
E-mail: ccuprill@cuprill.com
About Mini Master Concrete
Mini Master Concrete Services Inc. was incorporated under the laws
of the Commonwealth of Puerto Rico in June 1972 and was primarily
engaged in the processing, production and sale of ready-mixed
concrete. Mini Master was founded by the late Eng. Victor S.
Maldonado when he learned that a competitor had established a plant
to control the quality of concrete served on site.
In May 1977, Master Aggregates Toa Baja Corporation was
incorporated under the laws of the Commonwealth of Puerto Rico. BY
that time, local tax incentives were in place for the production of
sand, a scarce natural mineral in Puerto Rico. Master Aggregates
commenced operations by grinding stone to produce sand at itsp lan
in Toa Baja, Puerto Rico.
Mini Master Concrete Services, aka Mini Master aka Empresas Master,
and affiliate Master Aggregates sought Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case Nos. 13-10302 and 13-10305) on Dec.
11, 2013, in Old San Juan, Puerto Rico. The petitions were signed
by Carmen Betancourt, president.
Master Aggregates disclosed $11,125,939 in assets and $10,148,437
in liabilities.
On Jan. 9, 2014, Mini Master and Master Aggregates filed motions
for the substantive consolidation of their Chapter 11 cases, with
Mini Master as the surviving entity, which were granted on Feb. 5,
2014. The companies were also merged at the Department of State of
Puerto Rico, effective April 1, 2014.
MOLYCORP INC: Case Summary & 40 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Molycorp, Inc. 15-11357
5619 DTC Parkway, Suite 1000
Greenwood Village, CO 80111
Industrial Minerals, LLC 15-11358
Magnequench Inc. 15-11359
Magnequench International, Inc. 15-11360
Magnequench Limited 15-11361
Molycorp Advanced Water Technologies, LLC 15-11362
MCP Callco ULC 15-11363
MCP Canada Holdings ULC 15-11364
MCP Canada Limited Partnership 15-11365
MCP Exchangeco Inc. 15-11366
Molycorp Chemicals & Oxides, Inc. 15-11367
Moldycorp Luxembourg Holdings S.a r.l. 15-11368
Molycorp Metals & Alloys, Inc. 15-11369
Molycorp Minerals Canada ULC 15-11370
Molycorp Minerals, LLC 15-11371
Molycorp Rare Metals Holdings, Inc. 15-11372
Molycorp Rare Metals (Utah), Inc. 15-11373
Neo International Corp. 15-11374
PP IV Mountain Pass Inc. 15-11375
PP IV Mountain Pass II, Inc. 15-11376
RCF IV Speedwagon Inc. 15-11377
Type of Business: Rare earths and rare metals producer
Chapter 11 Petition Date: June 25, 2015
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Christopher S. Sontchi
Debtors' Lead Paul D. Leake, Esq.
Counsel: Lisa Laukitis, Esq.
JONES DAY (New York)
222 East 41st Street
New York, NY 10017
Tel: 212.326.3939
Fax: 212.755.7306
Email: pdleake@jonesday.com
llaukitis@jonesday.com
- and -
Ryan T. Routh, Esq.
JONES DAY (Cleveland)
North Point
901 Lakeside Avenue
Cleveland, OH 44114
Tel: 216.586.3939
Fax: 216.579.0212
Email: rrouth@jonesday.com
- and -
Joseph M. Tiller, Esq.
JONES DAY (Chicago)
77 West Wacker
Chicago, IL 60614
Tel: 312.782.3939
Fax: 312.782.8585
Email: jtiller@jonesday.com
Debtors'
Delaware Counsel: Blake M. Cleary, Esq.
YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
1000 North King Street
Wilmington, DE 19801
Tel: 302-571-6600
Fax: 302-571-1253
Email: mbcleary@ycst.com
- and -
Edmon L. Morton, Esq.
YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
The Brandywine Bldg.
1000 West Street, 17th Floor
P.O. Box 391
Wilmington, DE 19899
Tel: 302 571-6600
Fax: 302-571-1253
Email: emorton@ycst.com
Debtors' ALIXPARTNERS LLP
Restructuring
Advisor:
Debtors' MILLER BUCKFIRE & CO., LLC
Investment
Banker:
Debtors' PRIME CLERK LLC
Claims and
Noticing Agent:
Total Assets: $2.4 billion as of March 31, 2015
Total Debts: $1.7 billion as of March 31, 2015
The petition was signed by Michael F. Doolan, executive vice
president and chief financial officer.
Consolidated List of Debtors' 40 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Wells Fargo, National Association 2017 Notes $383,000,000
230 West Monroe Street, Suite 2900
Chicago, IL 60606
Phone: (312) 845-4575
Attn: Corporate Trust Services
Wells Fargo, National Association 2016 Notes $206,500,000
230 West Monroe Street, Suite 2900
Chicago, IL 60606
Phone: (312) 845-4575
Attn: Corporate Trust Services
Wells Fargo, National Association 2018 Notes $148,900,000
230 West Monroe Street, Suite 2900
Chicago, IL 60606
Phone: (312) 845-4575
Attn: Corporate Trust Services
MP Environmental Services Trade $2,015,729
3400 Manor Street
Bakersfield, CA 93380
Phone: (602)-727-7254
Email: fisk747@frontiernet.net
Attn: Mark Fisk
Computershare Trust Company of Canada 2017 Debentures $1,750,000
100 University Avenue, 9th Floor
Toronto, Ontario M5J 2Y1
Phone: (416) 263-9311
Attn: Manager, Corporate Trust
Veolia Water North America Trade $827,968
4760 World Houston Pkwy
Houston, TX 77032
Phone: 832-300-5744
Email: Gregory.wilber@veolia.com
Attn: Gregory Wilber
TIC – The Industrial Company Trade
$446,975
P.O. Box 842556
Dallas, TX 75284
Phone: (661) 619-4262
Email: wes.dearmore@ticus.com
Greg.bullock@ticus.com
Attn: Wes Dearmore & Greg Bullock
CR Meyer and Sons Co. Trade $392,749
1717 North 26th Street
Escanaba, MI 49829
Phone: (906) 280-4169
Email: alabar@crmeyer.com
Attn: Andy LaBar
EDF Trading North America, LLC Trade $387,502
4700 W. Sam Houston Parkway N.
Suite 250
Houston, TX 77047
Phone: (281) 921-9742
Email: Kelly.yang@edftrading.com
Attn: Kelly Yang
Thrope Plant Services, Inc. Trade $283,400
228 W. Industrial Park Road
Harrison, AR 72601
Phone: (870) 391-4779
Email: Keith.wilson@thorpepme.com
Attn: Keith Wilson
Total Western, Inc. Trade $274,787
8049 Somerset Blvd.
Paramount, CA 90723
Phone: (702) 632-2988
Email: Bret.druesne@twimail.com
Attn: Bret Druesne
The Penta Building Group, LP Trade $273,681
181 E Warm Springs Rd.
Las Vegas, NV 89119
Phone: (702) 499-3769
Email: tdishon@pentabldggroup.com,
slobel@pentabldggroup.com
Attn: Steve Lobel
CH2M Hill Engineers, Inc. Trade $268,093
9193 S. Jamaica Street
Englewood, CO 80112
Phone: (702) 95-1221
Email: Bruce.johnson@ch2mhill.com
Attn: Bruce Johnson
Pronto Constructors Trade $229,811
Tronox Alkali Wyonming Corporation Trade $217,764
Goodwest Linings & Coatings, I Trade $199,775
Brand Energy & Infrastructure Trade $186,701
NNR Global Logistics USA Inc. Trade $141,448
Solar Turbines Inc. Trade $134,304
Goodspeed Distributing Inc. Trade $134,146
Lignotech USA Inc. Trade $133,759
Komatsu Equipment Co. Trade $97,674
Blue Line Corporation Trade $94,654
Core-Rosion Products Trade $93,442
Moody's Investor Service, Inc. Financial $92,500
Services
Instrument & Value Services Co. Trade $92,427
Royal Wholesale Electric Trade $85,566
Standard & Poor's Financial $82,000
Services
GoodFellow Corp. Trade $80,674
SNF Holding Company Trade $74,699
Evoqua Water Technologies LLC Trade $74,127
Brenntag Pacific, Inc. Trade $72,598
Alpha Explosives Trade $71,545
National Filter Media Trade $71,095
Thermo Systems LLC Trade $69,749
RAM Enterprise Inc. Trade $64,813
Abatix Corp. Trade $62,655
Weir Slurry Group, Inc. Trade $60,273
Jacobs Engineering Group, Inc. Trade $60,164
Rosemount Inc. Trade $59,901
MOLYCORP INC: Files Voluntary Ch.11 Petition to Facilitate Sale
---------------------------------------------------------------
Molycorp, Inc., the only global, vertically-integrated producer of
rare earth products used in many electronic, transportation,
industrial and clean energy applications, on June 25 disclosed that
it has executed a restructuring support agreement with creditors
that hold over 70% of the aggregate principal amount of the
Company's 10% senior secured notes. The agreement provides for a
financial restructuring of the Company's $1.7 billion in debt and
provides up to $225 million in gross proceeds in new financing to
support operations while the Company completes negotiations with
creditors.
To facilitate its financial restructuring, Molycorp and its North
American subsidiaries, together with certain of its non-operating
subsidiaries outside of North America, on June 25 filed voluntary
petitions under Chapter 11 of the Bankruptcy Code in U.S.
Bankruptcy Court for the District of Delaware. The Company's
operations outside of North America, with the exception of
non-operating companies in Luxembourg and Barbados, are excluded
from the filings. Molycorp Rare Metals (Oklahoma), LLC, with
operations in Quapaw, Oklahoma, also is excluded from the filings
as it is not 100% owned by the Company.
Molycorp has obtained commitments from a group of its 10% senior
secured noteholders, led by JHL Capital Group, JMB Capital Partners
and QVT Financial LP, for up to $225 million in gross proceeds of
debtor-in-possession (DIP) financing, subject to Court approval,
which will be used to support operations during the Chapter 11
period. Approximately $40 million of this amount is expected to be
made available to the Company immediately after an initial Court
hearing, with approximately another $90 million available subject
to Court approval at a further hearing at the end of the first
month of the case. The remainder is available on a delayed basis
and subject to lender conditions. Final maturity for the DIP
financing is November 30, 2015, which can be extended until
December 30, 2015. The Company expects to exit Chapter 11 before
the end of the year.
"The actions we have taken [Thurs]day are important steps toward
achieving a restructuring of our $1.7 billion debt with our major
creditor constituencies. In doing so, the Company expects to exit
Chapter 11 with an appropriate financing framework to support our
business going forward," said Geoff Bedford, Molycorp President and
Chief Executive Officer. "Our operations in Europe and Asia are
not a part of [Thurs]day's filings, and these businesses are
cash-flow positive and play a vital role in many key industries
worldwide. All of the Company's facilities in North America and
around the world will continue operating as usual. We greatly
appreciate the efforts of our lenders and the continued support of
our customers."
Employees are working their usual schedules. Purchasing of goods
and services will continue, with all purchases made after the June
25 filings granted a special administrative priority under the
law.
As part of the June 25 filings, the Company filed a restructuring
plan term sheet that broadly outlines the terms of the plan of
reorganization that the Company expects to pursue. The plan term
sheet provides for the discharge of the Company's more than $700
million in unsecured notes. The plan term sheet further calls for
holders of the Debtors' $650 million in 10% senior secured notes to
have their debt exchanged for a majority equity stake in
reorganized Molycorp.
As is the case after a Chapter 11 filing, Molycorp expects to
receive notice from the New York Stock Exchange informing the
Company that its shares will be delisted from the NYSE within nine
calendar days of notification. The Company expects that its shares
will be traded on the OTC Pink Sheets exchange. The Company
previously announced plans to postpone until the second half of
2015 the annual meeting of shareholders while it completes this
process.
Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from AlixPartners,
LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as
legal counsel to the Company in this process.
For additional information about Molycorp, please visit
www.molycorp.com
For information regarding the Chapter 11 case, please visit
http://cases.primeclerk.com/molycorp
About Molycorp
Molycorp Inc. -- http://www.molycorp.com/-- produces specialized
products from 13 different rare earths (lights, mids and heavies),
the transition metal yttrium, and five rare metals (gallium,
indium, rhenium, tantalum and niobium). It has 26 locations across
11 countries. Through its joint venture with Daido Steel and the
Mitsubishi Corporation, Molycorp manufactures next-generation,
sintered neodymium-iron-boron ("NdFeB") permanent rare earth
magnets.
Molycorp reported a net loss of $623 million in 2014, a net loss of
$377 million in 2013 and a net loss of $475 million in 2012.
As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.
KPMG LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, stating that the Company continues to incur
operating losses, has yet to achieve break-even cash flows from
operations, has significant debt servicing costs and is currently
not in compliance with the continued listing requirements of the
New York Stock Exchange. These conditions, among other things,
raise substantial doubt about the Company's ability to continue as
a going concern.
* * *
In June 2015, Moody's Investor Service downgraded the corporate
family rating of Molycorp, Inc. to Ca from Caa2, the probability of
default rating to Ca-PD from Caa2-PD and the rating on the senior
secured debt to Caa3 from B3. The downgrade reflects the continued
pressure on the company's credit profile, and a capital structure
that has become untenable. The ratings also reflect the expected
recovery in the event of bankruptcy.
As reported by the TCR on June 4, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Molycorp
Inc. to 'D' from 'CCC+'. S&P lowered the ratings on Molycorp Inc.
after the company elected not to pay the $32.5 million interest
payment on its 10% senior secured notes due 2020.
NEPHROS INC: May Issue 7 Million Shares Under Incentive Plan
------------------------------------------------------------
Nephros, Inc. filed a Form S-8 registration statement with the
Securities and Exchange Commission to register 7,000,000 shares of
common stock, $0.001 par value per share, which may be issued under
the Company's 2015 Equity Incentive Plan. The proposed maximum
aggregate offering price is $4.9 million. A full-text copy of the
prospectus is available at http://is.gd/L5opu6
About Nephros
River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters. Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.
Nephros reported a net loss of $7.37 million on $1.74 million of
total net revenues for the year ended Dec. 31, 2014, compared to
net income of $1.32 million on $1.74 million of total net revenues
for the year ended Dec. 31, 2013.
As of March 31, 2015, the Company had $2.62 million in total
assets, $8.03 million in total liabilities and a $5.41 million
total stockholders' deficit.
Withum Smith+Brown PC, in Morristown, 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
negative cash flow from operations and recurring net losses since
inception. These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.
NEPHROS INC: Registers 2.7 Million Common Shares for Resale
-----------------------------------------------------------
Nephros, inc. filed with the Securities and Exchange Commission a
Form S-1 registration statement relating to the offering, on a
resale basis, of a total of 2,751,448 shares of the Company's
common stock, of which 917,149 are issuable upon the exercise of
outstanding warrants.
The Company will not receive any proceeds from the sale of these
shares by Best Six, LLC, Fredric R. Rosenberg, Franklin Associates,
LLC, et al.
Shares of the Company's common stock are quoted on the OTCQB
Marketplace operated by the OTC Markets Group, Inc., or OTCQB,
under the ticker symbol "NEPH." On ____ , 2015, the closing sales
price for the Company's common stock was $ _____ per share. The
shares of common stock issued upon the exercise of warrants will
also be quoted on the OTCQB under the same ticker symbol. The
warrants are not listed for trading on any stock exchange or market
or quoted on the OTCQB.
A full-text copy of the preliminary prospectus is available at:
http://is.gd/cZXDvF
About Nephros
River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters. Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.
Nephros reported a net loss of $7.37 million on $1.74 million of
total net revenues for the year ended Dec. 31, 2014, compared to
net income of $1.32 million on $1.74 million of total net revenues
for the year ended Dec. 31, 2013.
As of March 31, 2015, the Company had $2.62 million in total
assets, $8.03 million in total liabilities and a $5.41 million
total stockholders' deficit.
Withum Smith+Brown PC, in Morristown, 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
negative cash flow from operations and recurring net losses since
inception. These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.
NET ELEMENT: Fails to Comply with NASDAQ Bid Price Rule
-------------------------------------------------------
Net Element, Inc., received a deficiency letter from the Listing
Qualifications Department of The NASDAQ Stock Market notifying the
Company that, for the last 30 consecutive business days, the bid
price for the Company's common stock had closed below the minimum
$1.00 per share requirement for continued inclusion on The NASDAQ
Capital Market pursuant to NASDAQ Listing Rule 5550(a)(2). In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has
been provided an initial period of 180 calendar days, or until Dec.
16, 2015, to regain compliance with the Rule.
The Staff letter has no effect on the listing of the Company's
common stock at this time. The Staff advised the Company that, if
at any time before Dec. 16, 2015, the bid price for the Company's
common stock closes at $1.00 or more for a minimum of 10
consecutive business days as required under Listing Rule
5810(c)(3)(A), the Staff will provide written notification to the
Company that it complies with the Rule.
If the Company does not regain compliance with the Rule by
Dec. 16, 2015, the Company may be eligible for an additional 180
calendar day compliance period, provided that it meets the
continued listing requirement for the market value of publicly held
shares and all other initial listing standards, with the exception
of the bid price requirement, and notifies the Staff of its
intention to cure the deficiency during the additional compliance
period.
The Company said it will consider various options available to it
if its common stock does not trade at a level to regain compliance.
These options include effecting a reverse stock split.
If the Company does not regain compliance with the Rule by
Dec. 16, 2015, and is not eligible for an additional compliance
period at that time, the Staff will provide written notification to
the Company that its common stock may be delisted. At that time,
the Company may appeal the Staff's delisting determination to a
NASDAQ Listing Qualifications Panel. If the Company timely
appeals, it would remain listed pending the Panel's decision. There
can be no assurance that, if the Company does appeal the delisting
determination by the Staff to the Panel, that such appeal would be
successful.
About Net Element
Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.
Net Element reported a net loss of $10.18 million on $21.2
million of net revenues for the 12 months ended Dec. 31, 2014,
compared to a net loss of $48.3 million on $18.7 million of net
revenues for the 12 months ended Dec. 31, 2013.
As of March 31, 2015, the Company had $14.02 million in total
assets, $10.3 million in total liabilities and $3.73 million in
total stockholders' equity.
BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2014. The accounting firm
said that the Company has suffered recurring losses from operations
and has used substantial amounts of cash to fund its operating
activities that raise substantial doubt about its ability to
continue as a going concern.
NEXPAY INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: NexPay, Inc.
15455 Dallas Parkway, Suite 525
Addison, TX 75001
Case No.: 15-32587
Chapter 11 Petition Date: June 24, 2015
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Harlin DeWayne Hale
Debtor's Counsel: Howard Marc Spector, Esq.
SPECTOR & JOHNSON, PLLC
12770 Coit Road
Banner Place, Suite 1100
Dallas, TX 75251
Tel: (214) 365-5377
Fax: (214) 237-3380
Email: hspector@spectorjohnson.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by David Walter Gillman, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
NORTHERN TIER: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Northern Tier Real Estate Acquisition and Development, LLC
172 Hanover Street
Portsmouth, NH 03801
Case No.: 15-11002
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: June 24, 2015
Court: United States Bankruptcy Court
District of New Hampshire (Manchester)
Judge: Hon. Bruce A. Harwood
Debtor's Counsel: Charles R. Bennett, Jr., Esq.
MURPHY & KING, PROFESSIONAL CORPORATION
One Beacon Street
Boston, MA 02108
Tel: (617) 423-0400
Email: bankruptcy@murphyking.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by John J. Dussi, member and manager.
A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/nhb15-11002.pdf
OCI BEAUMONT: Moody's Retains B1 CFR on $50MM Add-On
----------------------------------------------------
Moody's Investors Service says that OCI Beaumont LLC's (B1 CFR
stable) ratings and outlook will not be impacted by the announced
$50 million add-on to their existing senior secured term loan.
OCI Beaumont LLC (OCI), headquartered in Beaumont, TX, operates a
single-site Gulf Coast petrochemical facility that produced 614
thousand tonnes of methanol and 252 thousand tonnes of ammonia in
2014. The company has expanded capacity to 913 thousand tonnes per
year of methanol and 331 thousand tonnes per year of ammonia, from
730 thousand tonnes and 265 thousand tonnes capacity. OCI had
revenues of approximately $341 million for the twelve months ended
March 31, 2015. OCI is 100% owned by OCI Partners LP, a public
master limited partnership (MLP), which is 80% owned by OCI N.V.
OCI N.V., the general partner and majority owner of OCI Partners
LP, is a global nitrogen fertilizer and industrial chemical
producer based in the Netherlands. OCI N.V. was formerly known as
Orascom Construction Industries S.A.E. (Egypt). OCI N.V. operates
nitrogen fertilizer plants in Egypt, Algeria, The Netherlands and
the US. It is also a distributor of fertilizers globally. OCI N.V.
is listed on the NYSE Euronext in Amsterdam and has a market
capitalization of roughly $6.35billion as of June 19, 2015.
OCWEN FINANCIAL: Fitch Affirms 'B-' IDR, Outlook Stable
-------------------------------------------------------
Fitch Ratings has affirmed the Long-term Issuer Default Ratings for
Ocwen Financial Corporation (OCN) and its wholly-owned primary
operating subsidiary, Ocwen Loan Servicing, LLC (OLS), at 'B-'.
OLS's senior secured term loan and OCN's senior unsecured notes
have also been affirmed at 'B-/RR4' and 'CC/RR6', respectively. The
Rating Outlook has been revised to Stable from Negative.
KEY RATING DRIVERS
IDRS, SECURED AND UNSECURED DEBT
The rating affirmations reflect OCN's scale and market position in
the sub-prime mortgage servicing space, sufficient liquidity,
appropriate capitalization and leverage for its current ratings.
Rating constraints reflect longer-term challenges with respect to
OCN's strategic direction and financial performance under
heightened operational and governance frameworks resulting from
elevated regulatory scrutiny and compliance standards. In
particular, OCN faces execution risk associated with its
origination strategy and potential earnings pressure associated
with increased compliance costs.
While meaningful long-term strategic uncertainty remains, the
revision of the Outlook to Stable from Negative reflects actual and
expected improvements in Ocwen's financial profile over the outlook
horizon, particularly with respect to cash flow generation,
leverage and near-term funding obligations. While certain
securitizations serviced by OCN remain subject to potential
servicer replacement at the election of the investors due to Event
of Default triggers, the financial impact of this potential outcome
is viewed as manageable relative to the current ratings. According
to OCN, servicing rights currently exposed to potential transfer
represented approximately 10% in unpaid principal balance (UPB) of
OCN's total servicing portfolio as of March 31, 2015. An
additional 2% of UPB has termination triggers, although these
triggers have not yet been tripped and Fitch currently expects the
likelihood to be remote. The company's receipt of an unqualified
opinion from its auditor and the presence of onsite regulatory
oversight for the next two years are also viewed as supporting the
revision of the Rating Outlook to Stable.
OCN has recently initiated a strategy with the objective of
improving its liquidity position, reducing leverage and simplifying
its operating structure through planned sales of its Agency
servicing portfolios. To date, the company has closed or has
entered into agreements to sell approximately $90 billion in UPB of
performing Agency loans, which are expected to generate
approximately $852 million in sale proceeds. In addition, OCN has
entered into agreements to sell portfolios of nonperforming Agency
servicing. It is expected these sales will largely be completed by
year-end 2015.
The company expects to utilize the majority of the approximately
$840 million of the $852 million in proceeds to deleverage its
balance sheet via prepayments under its senior secured term loan.
Given OCN's operating cash flow generation, in conjunction with the
proceeds from the sale of servicing assets, Fitch believes the
company has sufficient cash proceeds to fully repay outstanding
amounts under its senior secured term loan and unsecured notes.
Fitch believes there remain longer-term challenges facing OCN in
terms of building a core private label lending business (PLS) to
reposition the company for sustainable growth while maintaining
financial performance under a heightened operational and governance
framework. Fitch expects that costs to meet elevated compliance
and governance standards will create a drag on operating margins in
the near-term to medium-term. In addition, without the ability to
continue to utilize related parties for certain activities,
additional operating costs may fall to OCN.
However, Fitch believes OCN's capitalization and leverage are
appropriate relative to its current ratings. Fitch-calculated
balance sheet leverage, defined as debt to tangible equity on a
consolidated basis inclusive of debt obligations of HLSS and
related parties, was 5.7x as of March 31, 2015, which is modestly
higher than the long-run average of 4.2x, but down from 6.4x as of
Dec. 31, 2014. On the basis of Fitch-calculated cash flow
leverage, defined as consolidated debt to annualized EBITDA,
leverage was 9.2x, as of the same period and consistent with the
long-run average of 9.3x and 8.9x at Dec. 31, 2014. Fitch expects
OCN's leverage metrics to improve materially by year-end following
the repayment of the senior secured term loan, which would reduce
balance sheet and cash flow leverage to 5.1x and 8.2x,
respectively, on a proforma basis based on tangible equity and
EBITDA levels as of March 31, 2015.
OLS's senior secured term loan has been affirmed at 'B-/RR4', which
reflects the equalization of the senior secured term loan rating
with the IDRs assigned to OCN and OLS and the average recovery
prospects in a stressed scenario based upon collateral coverage for
the term loan. The term loan is secured by a first priority
interest in all unencumbered assets of the company and a pledge of
capital stock of all subsidiaries.
OCN's senior unsecured notes have been affirmed at 'CC/RR6', which
maintains the two-notch differential between the senior unsecured
notes and the IDR assigned to OCN, and reflects the company's
predominately secured funding profile and the modest level of
unencumbered balance sheet assets available to support the
unsecured noteholders in a stressed scenario.
SUBSIDIARY AND AFFILIATED COMPANY
OLS is a primary operating company and wholly-owned subsidiary of
OCN. The ratings of OLS are aligned with those of OCN because of
the unconditional guaranty provided by OCN and its guarantor
subsidiaries.
RATING SENSITIVITIES
IDRS, SECURED AND UNSECURED DEBT
Fitch does not envision positive rating momentum for OCN at this
time. The Rating Outlook could be revised to Positive if OCN can
continue to demonstrate progress in complying with its independent
monitors and consent orders, further strengthen its overall
corporate governance framework, strengthen its financial position,
and establish a sustainable and competitive business model as a
mortgage lender without incurring outsized credit risk.
The ratings could be downgraded as a result of:
-- Additional fines and penalties or further restrictions on
business activities. However, this risk is likely reduced
by ongoing oversight by regulators.
-- A material transfer of servicing due to termination of
servicing duties beyond the currently contractual maximum of
$25 billion, or 12% of UPB;
-- A modified strategic focus for the firm, including an
inability to build a sustainable core PLS business or
decreased commitment by management to reduce balance sheet
leverage;
-- Insufficient cash coverage of near term debt maturities;
-- A sustained increase in balance sheet leverage beyond 6.5x
on a consolidated basis; and
-- Aggressive capital management
The ratings of the senior secured term loan are sensitive to
changes in OCN and OLS's IDRs as well as changes in collateral
values and advances rates under the secured borrowing facilities,
which ultimately impact the level of available asset coverage.
The ratings of the unsecured notes are sensitive to any changes in
OCN's long-term IDR as well as to changes in OCN's funding profile,
the mix of secured versus unsecured funding, and unencumbered asset
coverage. A material increase in unsecured funding combined with a
material improvement in unencumbered asset coverage could reduce
the notching between the IDR and the unsecured notes and/or improve
the RR.
SUBSIDIARY AND AFFILIATED COMPANIES
The ratings for OLS are sensitive to the same factors that might
drive a change in OCN's IDR, due to the unconditional guaranty
provided by OCN and its guarantor subsidiaries.
Fitch has affirmed these ratings:
Ocwen Financial Corporation
-- Long-term IDR at 'B-';
-- Short-term IDR at 'B';
-- Senior unsecured notes at 'CC/RR6'.
Ocwen Loan Servicing, LLC
-- Long-term IDR at 'B-';
-- Senior secured term loan at 'B-/RR4'.
The Outlook has been revised to Stable from Negative.
ORLANDO GATEWAY: Secured Creditors Ask for Ch. 11 Trustee
---------------------------------------------------------
Good Gateway, LLC, and SEG Gateway, LLC, ask the U.S. Bankruptcy
Court for the Middle District of Florida, Orlando Division, to
appoint a Chapter 11 Trustee in the bankruptcy case of Orlando
Gateway Partners, LLC.
Good Gateway and SEG Gateway, purportedly the largest secured
creditors in the Chapter 11 case, allege that Chittranjan K.
Thakkar, the Debtor's manager, has a history of abusing legal
process, including bankruptcy, to thwart the legitimate efforts of
creditors. The secured creditors point out that Thakkar was
previously found by the Court to have orchestrated a likely
bad-faith filing for OGP as recently as 2013, and that he has a
history of failing to fulfill basic debtor-in-possession
responsibilities -- including the instant bankruptcy proceedings --
and he has been sanctioned multiple times for abusive behavior and
tactics in litigation pending in Florida.
Mariane L. Dorris, Esq., at Latham, Shuker, Eden & Beaudine, LLP,
in Orlando, Florida, says the level of distrust between Good
Gateway, SEG and Thakkar will impede reorganization efforts, and
that alone is sufficient to find cause under Section 1104(a)(1) of
the Bankruptcy Code. Ms. Dorris adds that the first mortgage
holder, BB&T, has informed the secured creditors that it supports
the appointment of a Chapter 11 Trustee.
Ms. Dorries tells the Court that Good Gateway and SEG are willing
to enter into negotiations with the Debtors as soon as Thakkar is
removed and an unbiased, competent fiduciary is appointed to manage
the Debtors' assets. Ms Dorris asserts that the involvement of an
independent fiduciary to prevent the harm that Thakkar is visiting
upon the Debtors and their creditors is critical in the Chapter 11
Cases.
Good Gateway and SEG Gateway are represented by:
Mariane L. Dorris, Esq.
R. Scott Shuker, Esq.
LATHAM, SHUKER, EDEN & BEAUDINE, LLP
111 N. Magnolia Avenue, Suite 1400
P.O. Box 3353 (32802-3353)
Orlando, FL 32801
Telephone: (407)481-5800
Facsimile: (407)481-5801
Email: mdorris@lseblaw.com
rshuker@lseblaw.com
About Orlando Gateway
Nilhan Hospitality, LLC, and Orlando Gateway Partners, LLC
commenced Chapter 11 bankruptcy cases (Bankr. M.D. Fla. Case No.
15-03447 and 15-03448, respectively) in Orlando, Florida on April
20, 2015. Chittranjan Thakkar, the manager, signed the
petitions.
Orlando Gateway, Orlando Sentinel states, is a $500 million retail
and residential complex -- which includes two restaurants, a
Bonefish Grill and Carraba's, and plans for additional commercial
and residential build out -- near Orlando International Airport.
Nilhan estimated $1 million to $10 million in assets and $10
million to $50 million in debt while Orlando Gateway estimated at
least $10 million in assets and debt.
The Debtors are represented by Kenneth D Herron, Jr., Esq., at
Wolff, Hill, McFarlin & Herron, P.A.
According to the docket, the Debtors' Chapter 11 plan and
disclosure statement are due Aug. 18, 2015.
ORLANDO GATEWAY: U.S. Trustee Wants Ch. 11 Case Dismissed
---------------------------------------------------------
Guy G. Gebhardt, Acting U.S. Trustee for Region 21, asks the U.S.
Bankruptcy Court for the Middle District of Florida, Orlando
Division, to dismiss the Chapter 11 case of Orlando Gateway
Partners, LLC, or convert the case to one under Chapter 7 of the
Bankruptcy Code.
Timothy S. Laffredi, Esq., at the Office of the U.S. Trustee, in
Orlando, Florida, tells the Court that the Debtor has failed to
comply with an order of the Bankruptcy Court as it had failed to
cooperate with the U.S. Trustee by providing requested documents
and responding to inquiries. Mr. Laffredi further tells the Court
that the Debtor has failed to file required documents in a timely
manner and provide information routinely and reasonably requested
by the U.S. Trustee.
Mr. Laffredi asserts that the Debtor's failure to comply with its
basic duties under the Bankruptcy Code demonstrates that the Debtor
has failed to perform its fiduciary duties as a
debtor-in-possession of the bankruptcy estate. He further asserts
that the unnecessary delay caused by Debtor's failure to comply
with the most basic requirements appears to be a calculated effort
to further delay the bankruptcy proceedings.
The Acting U.S. Trustee is represented by:
Timothy S. Laffredi, Esq.
OFFICE OF THE UNITED STATES TRUSTEE
U.S. Department of Justice
George C. Young Federal Building
400 West Washington Street, Suite 1100
Orlando, FL 32801
Telephone: (407)648-6301
Facsimile: (407)648-6323
Email: timothy.s.laffredi@usdoj.gov
About Orlando Gateway
Nilhan Hospitality, LLC, and Orlando Gateway Partners, LLC

commenced Chapter 11 bankruptcy cases (Bankr. M.D. Fla. Case
No.
15-03447 and 15-03448, respectively) in Orlando, Florida on

April 20, 2015. Chittranjan Thakkar, the manager, signed the

petitions.


Orlando Gateway, Orlando Sentinel states, is a $500 million
retail
and residential complex -- which includes two restaurants,
a
Bonefish Grill and Carraba's, and plans for additional
commercial
and residential build out -- near Orlando
International Airport.


Nilhan estimated $1 million to $10 million in assets and $10

million to $50 million in debt while Orlando Gateway estimated
at
least $10 million in assets and debt.


The Debtors are represented by Kenneth D Herron, Jr., Esq.,
at
Wolff, Hill, McFarlin & Herron, P.A.


According to the docket, the Debtors' Chapter 11 plan and

disclosure statement are due Aug. 18, 2015.
PATRIOT COAL: Appointment of Official Retirees' Committee Sought
----------------------------------------------------------------
BankruptcyData reported that the Patriot Coal Non-Union Retiree
VEBA, on behalf of itself and its board members in their personal
capacity, Patriot Coal retirees John Wills, Jim Gillenwater and
John Knab, along with retiree Liz Wills and other
similarly-situated non-union retirees, asked the U.S. Bankruptcy
Court to direct the appointment of an official committee of
retirees pursuant to Section 1114 of the Bankruptcy Code.
According to BData, the motion explains, "During the pendency of
the prior Patriot Chapter 11 case, on December 17, 2012, Debtors in
the Prior Patriot Chapter 11 case sent a mass mailing to all
non-union retirees (without leave of court) informing them that
Debtors would seek to discontinue retiree benefits....The Court
then entered an order on February 27, 2013 for a Non-Union Retiree
Committee to be formed (here in after 'Prior Retiree
Committee')....Thereafter, the official Retiree Committee engaged
in discovery, conducted weeks of negotiations, and ultimately
reached a settlement with the Debtors in the Prior Patriot Chapter
11 case. The final resolution, approved by the Court, provided for
a lump sum payment to the Retiree Committee for the express purpose
of setting up and administering a Voluntary Employee Beneficiary
Association (VEBA), to continue to provide health care insurance
benefits to the affected retirees. As part of that settlement,
there were also ongoing funding obligations to pay monthly benefits
to the VEBA -- which have continued to this date. Upon information
and belief, no other non-union retiree benefits remained in place
after that settlement with respect to the re-organized Debtors --
which now have sought Chapter 11 protection again."
About Patriot Coal
Patriot Coal Corporation is a producer and marketer of coal in the
United States. Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia and
Ohio) and Southern Illinois basin (in Kentucky and Illinois) and
their operations consist of eight active mining complexes in West
Virginia.
Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri. The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC. The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.
Patriot Coal Corporation and its subsidiaries commenced new Chapter
11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond,
Virginia, on May 12, 2015. The cases are assigned to Judge Keith
L. Phillips.
The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.
The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors.
Patriot Coal estimated more than $1 billion in assets and debt.
* * *
Patriot Coal Corporation, a producer and marketer of coal in the
eastern United States, on June 3 disclosed that it has filed with
the Bankruptcy Court a letter of intent for a proposed sale of a
substantial majority of its operating assets to Blackhawk Mining,
LLC, as well as a motion outlining bidding procedures. The
contemplated transaction would be consummated pursuant to a chapter
11 plan and is subject to documentation of a definitive asset
purchase agreement, bankruptcy court approval of the sale,
confirmation of a chapter 11 plan, and other customary conditions.
Patriot's mining operations and customer shipments will continue in
the ordinary course during the sale process.
Under the terms of the letter of intent, Blackhawk would issue to
Patriot's secured lenders new debt securities totaling
approximately $643 million plus Class B Units providing them an
ownership stake in Blackhawk. In addition, Blackhawk would assume
or replace surety bonds supporting reclamation and related
liabilities associated with the purchased assets.
PHOTOMEDEX INC: Reports Strong no!no! Sales During Shopping Events
------------------------------------------------------------------
PhotoMedex, Inc., announced two very successful live television
home shopping sales events, one in the U.S. at the end of May and
the other in the UK at mid-June. Consumers purchased approximately
17,400 units of no!no! Hair and retail sales of nearly $3.5 million
in a 24-hour period in the U.S. The company's unit sales exceeded
its pre-event expectations, and also exceeded a similar event on
home shopping in May 2014 by approximately 4,000 units. In the UK,
an event was held on a separate home shopping network exceeding the
targeted expectations by completely selling out inventory purchased
for the event.
"Our strategy to focus on the unique benefits of no!no! compared
with other home hair removal treatments proved to be a success in
both markets when we exceeded our internal stretch goals for both
live television events. The no!no! model marketed to consumers
during both events was the 8800, which was launched on home
shopping in November of 2009. We are very pleased that six years
and hundreds of thousands of units later, this model is still
generating strong sales on live television home shopping," said Dr.
Dolev Rafaeli, chief executive officer of PhotoMedex.
About PhotoMedex
PhotoMedex, Inc., is a global health products and services company
providing integrated disease management and aesthetic solutions to
dermatologists, professional aestheticians, ophthalmologists,
optometrists, consumers and patients. The Company provides
proprietary products and services that address skin conditions
including psoriasis, vitiligo, acne, actinic keratosis, photo
damage and unwanted hair, as well as fixed-site laser vision
correction services at our LasikPlus(R) vision centers.
PhotoMedex and its subsidiaries has entered into a second
amended and restated forbearance agreement with the lenders that
are parties to the credit agreement dated May 12, 2014, and with JP
Morgan Chase, as administrative agent for the Lenders pursuant to
which the Lender have agreed to forbear from exercising their
rights and remedies with respect to certain events of default from
Aug. 25, 2014, until April 1, 2016, or earlier if an event of
default occurs, according to a document filed with the Securities
and Exchange Commission in March 2015.
As of March 31, 2015, the Company had $105.7 million in total
assets, $71.4 million in total liabilities, and $34.3 million in
total stockholders' equity.
Bankruptcy Warning
"If, in the future, PhotoMedex is required to obtain similar
forbearance agreements as a result of our inability to meet the
terms of the credit agreement, there can be no assurance that those
forbearance agreements will be available on commercially reasonable
terms or at all. If, as or when required, we are unable to repay,
refinance or restructure our indebtedness under those credit
facilities, or amend the covenants contained therein, the lenders
could elect to terminate their commitments under the credit
facilities and institute foreclosure proceedings against our
assets. Under such circumstances, we could be forced into
bankruptcy or liquidation. In addition, any additional events of
default or declaration of acceleration under one of those
facilities or the forbearance agreement could also result in an
event of default under one or more of these agreements. Such a
declaration would have a material adverse impact on our liquidity,
financial position and results of operations," the Company stated
in its 2014 annual report.
PHOTOMEDEX INC: Sells XTRAC Business to MELA for $42.5 Million
--------------------------------------------------------------
PhotoMedex, Inc., announced the sale of its worldwide XTRAC and
VTRAC psoriasis and vitiligo treatment businesses to MELA Sciences,
Inc. for $42.5 million in cash. In addition, the company announced
it has paid off in full all outstanding debt, which totaled $40.1
million as of June 22, 2015.
"PhotoMedex is now able to focus solely on our core consumer and
skincare businesses, including the no!no!, Kyrobak and Neova
brands, without the burden of debt payments and the restrictions of
forbearance agreements. These highly-regarded and established
brands are sold worldwide via direct-to-consumer, retail and
distribution channels, and through more than 2,400 U.S. dermatology
and plastic surgery offices," said Dr. Dolev Rafaeli, chief
executive officer of PhotoMedex.
"PhotoMedex is a global company with our North America consumer
marketing efforts served by Radiancy Inc. from our offices in New
York, Europe served by PhotoTherapeutics LTD from our offices in
the U.K. and the global distribution markets, which include our
recently announced no!no! re-launch in Japan by Radiancy LTD,
served by our offices in Israel," he added. "In addition, our
15-person Neova sales team is focused on providing product
launches, training and customer service to physicians in the U.S.
market."
About PhotoMedex
PhotoMedex, Inc., is a global health products and services company
providing integrated disease management and aesthetic solutions to
dermatologists, professional aestheticians, ophthalmologists,
optometrists, consumers and patients. The Company provides
proprietary products and services that address skin conditions
including psoriasis, vitiligo, acne, actinic keratosis, photo
damage and unwanted hair, as well as fixed-site laser vision
correction services at our LasikPlus(R) vision centers.
PhotoMedex and its subsidiaries has entered into a second
amended and restated forbearance agreement with the lenders that
are parties to the credit agreement dated May 12, 2014, and with JP
Morgan Chase, as administrative agent for the Lenders pursuant to
which the Lender have agreed to forbear from exercising their
rights and remedies with respect to certain events of default from
Aug. 25, 2014, until April 1, 2016, or earlier if an event of
default occurs, according to a document filed with the Securities
and Exchange Commission in March 2015.
As of March 31, 2015, the Company had $105.7 million in total
assets, $71.4 million in total liabilities, and $34.3 million in
total stockholders' equity.
Bankruptcy Warning
"If, in the future, PhotoMedex is required to obtain similar
forbearance agreements as a result of our inability to meet the
terms of the credit agreement, there can be no assurance that those
forbearance agreements will be available on commercially reasonable
terms or at all. If, as or when required, we are unable to repay,
refinance or restructure our indebtedness under those credit
facilities, or amend the covenants contained therein, the lenders
could elect to terminate their commitments under the credit
facilities and institute foreclosure proceedings against our
assets. Under such circumstances, we could be forced into
bankruptcy or liquidation. In addition, any additional events of
default or declaration of acceleration under one of those
facilities or the forbearance agreement could also result in an
event of default under one or more of these agreements. Such a
declaration would have a material adverse impact on our liquidity,
financial position and results of operations," the Company stated
in its 2014 annual report.
PITT PENN: Kirby, Bragar Approved as Litigation Counsel
-------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved the supplemental application of
Norman L. Pernick, the Chapter 11 trustee for Pitt Penn Holding
Co., et al., to employ Kirby Mcinerny LLP and Bragar Eagel &
Squire, P.C. as litigation counsel.
The Debtors have filed numerous adversary proceedings, including
actions seeking to recover the value of stock that was illegally
issued or the proceeds from the sale of the stock. In total, the
adversary proceedings were filed against more than 100 defendants.
Baymond A. Bragar, a partner at the law firm of Bragar, which
maintains offices at 885 Third Avenue, Suite 3040, New York City,
tells the Court that Bragar is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
Peter S. Linden, a partner at the law firm of Kirby, which
maintains offices at 825 Third Avenue, New York City, tells the
Court that Kirby has not represented any of the parties-in-interest
in connection with matters relating to the Debtors, their estates,
assets, or businesses.
Prior to the May 15 deadline to object to the application, the
Trustee received informal comments from the United States Trustee.
To address the U.S. Trustee's concerns, Kirby McInerney and Brager
Eagel & Squire, P.C., filed declarations in support of the
supplemental application.
About Pitt Penn
Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed
voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos.
09-11475 and 09-11476) on April 30, 2009. Industrial Enterprises of
America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11
protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009. EMC
Packaging, Inc., filed a voluntary petition for Chapter 11 relief
(Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide
Industries, LLC, and Today's Way Manufacturing LLC, each filed a
voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos.
09-11587 and 09-11586) on May 6, 2009.
PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM. The cases are jointly administered under Case No.
09-11475.
Christopher D. Loizides, Esq., at Loizides, P.A., represents the
Debtors as counsel. In its petition, Industrial Enterprises
disclosed total assets of $50,476,697 and total debts of
$17,853,997.
Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way. PPH, through its wholly owned subsidiary, PPO, was a
manufacturer, marketer and seller of automotive chemicals and
additives.
EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.
Norman L. Pernick was appointed as the Chapter 11 trustee for
the Debtors. The trustee tapped Cole, Schotz, Meisel, Forman &
Leonard, P.A., as counsel, and CohnReznick LLP as his exclusive
financial advisor.
PRONERVE HOLDINGS: 5% Recovery for Unsecureds in Liquidating Plan
-----------------------------------------------------------------
ProNerve Holdings, LLC, et al., filed with the U.S. Bankruptcy
Court for the District of Delaware a Chapter 11 plan of liquidation
and accompanying disclosure statement, following the sale of
substantially all of the Debtors' assets to SpecialtyCare IOM
Services LLC in a $35 million debt-for-equity swap.
The Combined Plan and Disclosure Statement provides for the
proceeds from the Debtors' assets already liquidated or to be
liquidated over time to be distributed to holders of allowed
claims. Holders of Class 3 - General Unsecured Claims are expected
to recover 5% of their allowed claim, estimated to total
$2,620,030.
The Debtors propose a confirmation hearing for August 27, 2015 at
11:00 a.m. (Eastern Time) and a voting deadline of August 17.
A full-text copy of the Disclosure Statement is available at
http://bankrupt.com/misc/PRONERVEds0624.pdf
About ProNerve Holdings
Founded in 2008, ProNerve is headquartered in a suburb of Denver,
Colorado. ProNerve and certain affiliated practice entities
provide intraoperative neurophysiologic monitoring ("IOM")
services
to health systems, acute care hospitals, specialty hospitals,
ambulatory surgical centers, surgeons, and physician groups in
more
than 25 states.
ProNerve Holdings, LLC and its affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 15-10373) on Feb. 24, 2015,
with a deal to sell assets to SpecialtyCare IOM Services, LLC for
a
credit bid of $35 million.
The cases are assigned to Judge Kevin J. Carey.
The Debtor tapped Pepper Hamilton LLP as counsel, and The Garden
City Group, Inc., as claims and noticing agent.
PULLUM-CECILIO: Whitney Bank Obtains Partial Summary Judgment
-------------------------------------------------------------
Judge Callie V. S. Granade of the United States District Court for
the Southern District of Alabama, Southern Division, granted in
part and denied in part a motion for summary judgment filed by
Whitney Bank in the Chapter 11 case of Pullum-Cecilio, LLC.
Whitney Bank, prior to the Petition Date, filed an action against
the Debtor, Bart R. Pullum, Rebecca A. Pullum, Shan Cecilio and
the now deceased, Frank Cecilio, arising from an unpaid promissory
note and a financial institution's attempts to collect the debt
from both the borrower and its guarantors.
Judge Granade entered judgment in the Plaintiff's favor and against
all remaining defendants, jointly and severally, in the total
amount of $916,840. Post-judgment interest will accrue on the sum
at the statutory rate of 0.28%.
A copy of Judge Granade's Order dated June 15, 2015, is available
at http://is.gd/ljF9nYfrom Leagle.com.
The case is WHITNEY BANK, a Mississippi state chartered bank,
Plaintiffs, v. PULLUM-CECILIO, LLC., et al., Defendants, Civil
Action No. 15-0002-CG-M(S.D. Ala.).
Alan C. Christian, Esq. -- acc@johnstoneadams.com -- of Johnstone
Adams, LLC, serves as counsel for Plaintiff Whitney Bank, a
Mississippi state chartered bank.
Edward James Peterson, III, Esq. -- epeterson@srbp.com -- of
Stichter Riedel Blain serves as counsel for Defendants
Pullum-Cecilio, LLC, a Florida limited liability company, Bart R.
Pullum, Rebecca A. Pullum and Shan R. Cecilio.
About Pullum-Cecilio LLC
Navarre, Florida-based Pullum-Cecilio, L.L.C., sought protection
under Chapter 11 of the Bankruptcy Code on April 28, 2015 (Bankr.
M.D. Fla., Case No. 15-30477).
The Debtor's counsel is Edward J. Peterson, III, Esq., at Stichter,
Riedel, Blain & Prosser, P.A., in Tampa, Florida.
The Debtor's estimated assets range from $1 million to $10 million
and estimated liabilities range from $500,000 to $1 million.
QUALITY DISTRIBUTION: Shareholders May Vote by Proxy in Writing
---------------------------------------------------------------
The Board of Directors of Quality Distribution, Inc. amended the
Amended & Restated By-Laws of the Company effective June 19, 2015.
According to a document filed with the Securities and Exchange
Commission, the amendment changes the methods by which a
shareholder of the Company may vote by proxy. Shareholders of the
Company may now execute a proxy in writing and deliver it to the
Company in original form, or transmit the proxy as permitted by
law, including, without limitation, by telephone, electronically,
via telegram, internet, interactive voice response system, or other
means of electronic transmission executed or authorized by such
shareholder or by the shareholder's duly authorized
attorney-in-fact.
The By-Laws are otherwise unchanged.
About Quality Distribution
Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida. The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30 percent of the common
stock of Quality Distribution, Inc.
As of March 31, 2015, the Company had $418 million in total assets,
$445 million in total liabilities and a $26.9 million total
shareholders' deficit.
Bankruptcy Warning
"We have substantial indebtedness and may not be able to make
required payments on our indebtedness.
We had consolidated indebtedness and capital lease obligations,
including current maturities of $351.3 million, as of December 31,
2014. We must make regular payments under the ABL Facility,
including the Term Loan, thereunder, and our capital leases and
semi-annual interest payments under our 2018 Notes.
The ABL will mature at the earlier of November 2019 and the date
that is 91 days prior to the maturity of the Company's currently
outstanding 2018 Notes or any replacement notes if the outstanding
amount of such debt is above a certain threshold. The Term Loan
matures on November 3, 2017 but we are subject to mandatory
prepayment of the principal amount of the Term Loan in equal
quarterly payments beginning as early as November 2015. The
maturity date of the ABL Facility, including the Term Loan, may be
accelerated if we default on our obligations. If the maturity of
the ABL Facility and/or such other debt is accelerated, we may not
have sufficient cash on hand to repay the ABL Facility and/or such
other debt or be able to refinance the ABL Facility and/or such
other debt on acceptable terms, or at all. The failure to repay
or refinance the ABL Facility and/or such other debt at maturity
would have a material adverse effect on our business and financial
condition, would cause substantial liquidity problems and may
result in the bankruptcy of us and/or our subsidiaries. Any actual
or potential bankruptcy or liquidity crisis may materially harm our
relationships with our customers, suppliers and independent
affiliates," the Company states in its 2014 annual report.
* * *
As reported in the TCR on June 28, 2013, Moody's Investors Service
upgraded Quality Distribution, LLC's Corporate Family Rating to
'B2' from 'B3' and Probability of Default Rating to 'B2-PD' from
'B3-PD'.
The upgrade of Quality's CFR to 'B2' was largely driven by the
expectation that credit metrics will improve over the next twelve
to eighteen months, through a combination of EBITDA growth and
debt paydowns, to levels consistent with the 'B2' rating level.
The company is in the process of integrating the bolt-on
acquisitions made in its Energy Logistics business sector since
2011.
RADIOSHACK CORP: To Sell IP Assets to General Wireless for $26.2M
-----------------------------------------------------------------
RadioShack Corp. will get $26.2 million in cash from the sale of
the company's trademarks and customer data to General Wireless
Operations Inc.
The sale was approved earlier this month by U.S. Bankruptcy Judge
Brendan Shannon following an auction where General Wireless emerged
as the winning bidder.
Various groups, including attorneys general, tried to block court
approval of the sale of customer data for fear it would violate law
protecting customer privacy.
Following a mediation last month, the attorneys general consented
to the sale on condition that RadioShack will limit the data to be
transferred and that the buyer will be bound by the retailer's
privacy policies.
RadioShack also reached a separate agreement with Verizon Wireless
and AT&T Mobility LLC to resolve the wireless carriers' objections
by implementing protocols protecting customer data deemed
confidential.
To resolve an objection from Apple Inc., General Wireless agreed to
abide by the terms of RadioShack's contract with the tech firm
protecting customer data until they expire on their own terms or
are revised.
Meanwhile, the buyer will offer new contracts that will allow
dealers and franchisees to continue to use RadioShack's trademarks.
A group of U.S. dealers and franchisees previously criticized the
electronics retailer for proposing a sale that would strip them of
their right to continue to use the trademarks.
RadioShack also received objections from BBDO Puerto Rico Inc. and
Oracle America Inc.
BBDO Puerto Rico, the advertising agency tapped by RadioShack to
promote its stores in Puerto Rico, said it will oppose any sale of
assets "free and clear" of its rights under their contract. Oracle
America meanwhile complained the retailer did not provide enough
information concerning the proposed assignment of their license
agreement.
A former RadioShack employee, who claims ownership of certain
patents, also filed an objection last month. Judge Shannon on May
27 overruled the objection, court filings show.
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: To Sell Office Items to TCCD for $50K
------------------------------------------------------
RadioShack Corp. received court approval to sell some of the
furniture, fixtures and equipment at its Fort Worth headquarters.
The order, issued by U.S. Bankruptcy Judge Brendan Shannon,
authorized the sale of the properties to Tarrant County College
District, which offered $50,000.
RadioShack sold the properties after it decided to surrender about
200,000 square feet of office space it leases from Tarrant County,
court filings show.
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.
REED AND BARTON: DJM Realty Approved to Market Properties
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Reed and Barton Corporation to employ DJM Realty
Services, LLC, as real estate consultant, nunc pro tunc to the
Petition Date. DJM Realty is expected to market the properties for
disposition on an exclusive "right to sell."
About Reed and Barton
Founded in 1824, Reed and Barton Corporation is a designer and
distributor of high quality silverware and tableware, along with
flatware, crystal drinkware, picture frames, ornaments, and baby
giftware. Reed and Barton, which sells products with the Reed &
Barton, Lunt, R&B EveryDay, and Williamsburg brands, is based in
Taunton, Massachusetts. The privately held company's stock is
owned by 28 record shareholders who either are descendants of
Henry Reed or trusts for their benefit. Aside from selling its
products in department stores and TV shopping networks, the company
has an on-site factory store in Taunton and a showroom in Atlanta,
Georgia.
Reed and Barton sought Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 15-10534) in Boston, Massachusetts, on Feb. 17,
2015. The case is assigned to Judge Henry J. Boroff.
The Debtor has tapped Holland & Knight, in Boston, as counsel;
Financo, LLC, as investment banker; and Verdolino & Lowey, P.C., as
accountant.
The Debtor disclosed $18.3 million in assets and $25.7 million in
liabilities as of the Chapter 11 filing.
The U.S. Trustee for Region 1 appointed three creditors to serve on
the official committee of unsecured creditors.
REED AND BARTON: Ethan E. Kra OK'd as Expert Actuarial Consultant
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Reed and Barton Corporation to employ Ethan E. Kra
Actuarial Services LC as expert actuarial consultant, nunc pro tunc
to the March 13, 2015.
About Reed and Barton
Founded in 1824, Reed and Barton Corporation is a designer and
distributor of high quality silverware and tableware, along with
flatware, crystal drinkware, picture frames, ornaments, and baby
giftware. Reed and Barton, which sells products with the Reed &
Barton, Lunt, R&B EveryDay, and Williamsburg brands, is based in
Taunton, Massachusetts. The privately held company's stock is
owned by 28 record shareholders who either are descendants of
Henry Reed or trusts for their benefit. Aside from selling its
products in department stores and TV shopping networks, the company
has an on-site factory store in Taunton and a showroom in Atlanta,
Georgia.
Reed and Barton sought Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 15-10534) in Boston, Massachusetts, on Feb. 17,
2015. The case is assigned to Judge Henry J. Boroff.
The Debtor has tapped Holland & Knight, in Boston, as counsel;
Financo, LLC, as investment banker; and Verdolino & Lowey, P.C., as
accountant.
The Debtor disclosed $18.3 million in assets and $25.7 million in
liabilities as of the Chapter 11 filing.
The U.S. Trustee for Region 1 appointed three creditors to serve on
the official committee of unsecured creditors.
REFLECTIONS COMMERCIAL: Case Summary & 9 Top Unsecured Creditors
----------------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Reflections Commercial, LLC 15-21411
PO Box 651249
Vero Beach, FL 32965
Reflections Holding Co., LLC 15-21413
PO Box 651249
Vero Beach, FL 32965
Chapter 11 Petition Date: June 24, 2015
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Judge: Hon. Erik P. Kimball [15-21411]
Hon. Paul G. Hyman, Jr. [15-21413]
Debtors' Counsel: Craig I. Kelley, Esq.
KELLEY & FULTON, PL
1665 Palm Beach Lakes Blvd #1000
West Palm Beach, FL 33401
Tel: 561-491-1200
Email: craig@kelleylawoffice.com
Total Total
Assets Liabilities
---------- -----------
Reflections Commercial $484,040 $1.6MM
Reflections Holding $685,036 $1.8MM
The petition was signed by Thomas F. Scott, managing member.
A list of Reflections Commercial's nine largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/flsb15-21411.pdf
A list of Reflections Holding's eight largest unsecured creditors
is available for free at http://bankrupt.com/misc/flsb15-21413.pdf
REGENT PARK: Hard-Money Lender Files Reorganization Plan
--------------------------------------------------------
Hard-money lender Regent Park Capital, LLC, has filed a proposed
plan of reorganization that proposes to pay creditors from funds
paid by borrowers and from the proceeds of the sale of certain
collateral.
As of the Petition Date, Regent Park had a portfolio of 32
collateral loans, five loans that were secured by second lien deeds
of trust in favor of Regent Park, and two unsecured loans.
As of the Petition Date, the aggregate principal balance of the
loan portfolio was $11,196,533, with a current principal balance of
$9,129,066. The loan portfolio is the Debtor's only significant
asset.
Prepetition, to fund the collateral loans, Regent Park borrowed
money from PlainsCapital Bank and First State Bank Central Texas
under a revolving promissory note. As of the Petition Date, the
Debtor owed PlainsCapital $6,194,631 and owed First State
$2,050,372.
As of June 1, 2015, six Collateral Loans were paid off. As of June
1, 2015, the Debtor had $2,127,802 in its Cash Collateral Account.
Of that amount, $508,934 will be distributed to First State on or
before the Effective Date. Regent Park will retain $126,000 to
cover six months of operations, plus an amount sufficient to cover
the U.S. Trustee fees due as of the Effective Date. The remainder
will be distributed to PlainsCapital on or before the Effective
Date. To fund continued operations through the Plan Term, Regent
Park estimates it will need approximately $21,000 per month. This
amount includes approximately $6,000 per month to pay
administrative costs in arrears.
Under the terms of the Plan, Regent Park may foreclose on any
Collateral Real Property securing the Collateral Loans without the
Banks' permission and sell the Collateral Real Properties pursuant
to Sec. 363 of the Bankruptcy Code. With the sale of each
Collateral Real Property securing the PCB Collateral Loans, Regent
Park will retain funds sufficient to cover 70% of the operating
costs for three months until it has enough funds in reserve to
cover its operating costs through the Plan Term. After the initial
six months of operating funds, in each of the months Regent Park
has obtained the operating capital equal to 70% of the operating
funds for that month, Lester N Pokorne, the owner, Pokorne will
fund the remaining 30% of the operating costs as an extension of
his DIP Financing Agreement. In the event Mr. Pokorne files for
bankruptcy protection prior to the Confirmation Date, he will seek
permission from the appropriate court to advance such funds.
According to the disclosure statement, the Plan contemplates:
(1) full payment, in Cash, on the Effective Date, or as otherwise
agreed, of all Allowed Administrative Claims;
(2) full payment, in Cash, on the Effective Date, or as otherwise
agreed, of all Allowed Priority Claims, except the Priority Wage
Claim of Steven Schulz;
(3) payment of the Allowed Priority Wage Claim of Steven Schulz
pursuant to 11 U.S.C. Sec. 597(a)(4);
(4) full payment of all Allowed Secured Claims of a Governmental
Entity, together with interest at the rate required by Section
506(b) of the Bankruptcy Code and Section 33.01 of the Texas Tax
Code, from the Petition Date until paid in full at the closing of
one or more Collateral Real Property Sales disposing of the
Collateral of the holder of an Allowed Secured Claim of a
Governmental Entity;
(5) satisfaction, release and discharge of the Allowed Claim of
PlainsCapital Bank from the sales proceeds of the Collateral
Real Property pledged to PlainsCapital;
(6) satisfaction, release and discharge of the Allowed Claim of
First State Bank Central Texas from the sales proceeds of the
Collateral Real Property pledged to First State Bank Central
Texas;
(7) periodic Cash dividends to holders of allowed general
unsecured claims on a pro rata basis from the net proceeds
resulting from each Collateral Real Property Sale, with a final Pro
Rata dividend made from remaining Cash on Hand on or before the
Outside Date; and
(8) distribution to Lester N. Pokorne of any surplus remaining
after satisfaction of all senior claims.
The Disclosure Statement did not provide for an estimated
percentage recovery for holders of unsecured claims.
A copy of the Disclosure Statement dated June 19, 2015, is
available for free at:
http://bankrupt.com/misc/Regent_Park_Plan_DS.pdf
About Regent Park Capital
Formed in 1999 under the name Pokorne Private Capital Group, LLC,
Regent Park Capital, LLC, is a hard-money lender 100% owned by
Lester N. Pokorne, the sole managing member. With only two
employees, Regent Park made loans to borrowers on a short-term
basis for the acquisition and/or development of real property in
Texas – mainly Austin, but also the Houston and Dallas areas.
Regent Park Capital filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Tex. Case No. 14-11731) on Nov. 21, 2014. The petition was
signed by Lester N. Pokorne as managing member. The Debtor
estimated assets of $10 million to $50 million and liabilities of
$1 million to $10 million.
Husch Blackwell LLP serves as the Debtor's bankruptcy counsel.
Pursuant to an order dated Jan. 15, 2015, the Court approved
Pokorne to provide debtor-in-possession financing in the amount of
$18,000 per month through July 2015.
On June 4, 2015, the Debtor filed an emergency motion to extend the
automatic stay seeking to extend the stay under Sec. 362 and 105
and enjoin PlainsCapital from prosecuting its lawsuit against
Pokorne filed in the 419th District Court of Travis County, Texas.
The Debtor sought to extend the stay to Pokorne because he is
essential to the Debtor's reorganization efforts. On June 16,
2015, the Court denied the Debtor's motion.
ROADRUNNER ENTERPRISES: Bank Seeks to Foreclose on 2 Properties
---------------------------------------------------------------
Virginia Commonwealth Bank asks the U.S. Bankruptcy Court for the
Eastern District of Virginia, Richmond Division, to lift the
automatic stay with regard to two parcels of real estate in
Colonial Heights, Virginia, owned by Roadrunner Enterprises, Inc.
The Bank is a holder of mortgage notes against the Debtor for the
sums of $49,500 secured by the Milhorn Street parcel and $67,500
secured by the Happy Hill Road parcel. The unpaid principal
balance due on the notes are $37,883 and $43,855, respectively.
According to the Bank's counsel, Robert B. Hill, Esq., at Hill &
Rainey, Attorneys, in Colonial Heights, Virginia, there is equity
in the properties as the current Property Assessment for the
Milhorn Street parcel is $92,000, and $144,300 for the Happy Hill
Road parcel. Mr. Hill notes that the Debtor has agreed to auction
the properties and secure contracts on the properties by August 30,
2015.
Mr. Hill asserts that the Debtor is financially unable to maintain
its obligations and that the Bank will suffer irreparable injury,
loss and damage if it is not permitted to foreclose upon its
security interest and that otherwise the Bak is without adequate
protection.
The Bank is represented by:
Robert B. Hill, Esq.
HILL & RAINEY, ATTORNEYS
2425 Boulevard, Suite 9
Colonial Heights, VA 23834
Telephone: (804)526-8300
Facsimile: (702)597-5503
About Roadrunner Enterprises
Headquartered in Chesterfield County, Virginia,
Roadrunner
Enterprises Inc. owns the Roadrunner Campground and
more than 70
rental properties, lots, and other real estate
interests. 


Roadrunner Enterprises filed for Chapter 11 bankruptcy
protection
(Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015.
The petition
was signed by Carl Adenauer, president. David K.
Spiro, Esq., at
Hirschler Fleischer, P.C., serves as the Debtor's
counsel. Judge
Kevin R. Huennekens presides over the case. The
Debtor estimated 
assets and liabilities of at least $10 million.
SILVERADO STREET: Court Dismisses Case and Related Proceedings
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
dismissed the Chapter 11 case of Silverado Street, LLC, and all
related adversary proceedings which are pending. The Court also
ordered that all stays in effect for the case are vacated, and the
U.S. States Trustee is granted judgment in the amount of $325 for
outstanding, estimated U.S. Trustee fees due and owing for the
first quarter of 2015.
The U.S. Trustee had told the Court that a number of issues are
outstanding, including (1) failure of the Debtor to amend past
monthly operating reports to be signed by the Debtor's principal;
(2) failure of the Debtor to attach any bank statements to the
monthly operating reports; (3) failure of the Debtor to follow
Local Bankruptcy Rule 9034-1(heart) by failing to obtain a court
hearing on the employment application of counsel and notice out to
all parties as requested by the U.S. Trustee's Statement of
Position; and (4) filing of various employment applications on May
20, 2015, and May 18, 2015, despite the Court's order to have them
filed by April 3, 2015.
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, represented 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.
SPARTA CHEM: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Sparta Chem, Inc.
18-01 River Road
Fair Lawn, NJ 07417
Case No.: 15-21851
Nature of Business: Chemical company affiliate
Chapter 11 Petition Date: June 24, 2015
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Judge: Hon. John K. Sherwood
Debtor's Counsel: Meaghan Tuohey-Kay, Esq.
LAW OFFICE OF MEAGHAN TUOHEY-KAY
532 Lafayette Avenue
Hawthorne, NJ 07506
Tel: (973) 423-5548
Email: meaghan@2eklaw.com
Total Assets: $1.2 million
Total Liabilities: $862,161
The petition was signed by Dennis Saccurato, president.
A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb15-21851.pdf
STALLION OILFIELD: Judge Recommends Dismissal of Steele Claims
--------------------------------------------------------------
Magistrate Judge Nina Y. Wang recommended that defendants' Motion
to Dismiss be granted in the case captioned ROBERT STEELE,
Plaintiff, v. STALLION ROCKIES, LTD., and STALLION OILFIELD
SERVICES LTD., Defendants, CIVIL ACTION NO. 14-CV-02376-CMA-NYW (D.
Colo.).
A lawsuit was filed by Robert Steele againstStallion Rockies, LTD
and Stallion Oilfield Services LTD, asserting state and federal
claims of discrimination on account of age and disability under the
Age Discrimination in Employment Act ("ADEA"), Americans with
Disabilities Act ("ADA"), and the Colorado Anti-Discrimination Act
("CADA"), as well as a claim for "Wrongful Termination for Breach
of Implied Contract Based upon Employer's Policies," and Tortious
Interference with Contract.
Judge Wang made the following findings and recommendations as to
plaintiff's claims:
-- Steele's September 4, 2013 complaint filed with the
Colorado Civil Rights Division and the Equal Employment Opportunity
Commission ("EEOC") operated to administratively exhaust the claim
for his March 3, 2013 termination only. He is barred from suing on
his other claims for which no administrative remedy was sought and
those arising from events that occurred more than 300 days prior to
when he filed his EEOC complaint.
-- Steele is also barred from asserting claims of
discriminatory treatment premised on events that occurred prior to
the confirmation of Stallion's Chapter 11 bankruptcy plan.
-- The ADEA claim should be dismissed since Steele failed to
allege facts that would support a claim that his age was the
"but-for" causation of his termination.
-- The ADA claim should be dismissed. While Steele alleged
his termination occurred under circumstances giving rise to an
inference of disability discrimination, the facts pled in his
Complaint suggest that he was terminated for his use of medical
marijuana or his adversarial relationship with Anthony "Bart"
Steele.
-- The CADA claims should also be dismissed because Steele
made no argument that his state law discrimination claims can
survive if his federal claims are dismissed.
-- The breach of implied contract claim must also be
dismissed. Stallion's Drug and Alcohol Policy cannot be construed
as a legally binding promise, either implied or express, from which
Steele could derive an expectation of continuing employment.
Further, Steele's employment with Stallion was irrefutably
at-will.
A copy of the May 7, 2015 recommendation is available at
http://is.gd/JOO0rHfrom Leagle.com.
Colorado Department of Labor and Employment, Division of
Unemployment Insurance, Movant, represented by Krista Marie Maher,
Colorado Attorney General's Office.
Robert Steele, Plaintiff, represented by John W. McKendree, John W.
McKendree, LLC. Law Offices of.
Stallion Rockies Ltd., and Stallion Oilfield Services Ltd.,
Defendants, represented by Emily Hobbs-Wright, Holland & Hart, LLP
& Sarah Rose Wisor, Holland & Hart, LLP.
About Stallion Oilfield
Based in Houston, Texas, Stallion Oilfield Services Ltd. --
http://www.stallionoilfield.com/-- provides wellsite support
services and production & logistics services to the oilfield
with over 1,700 employees in 65 locations. The Debtors deliver
products and services in the South Texas, Gulf Coast, Ark-La-
Tex, Ft. Worth Basin, Permian Basin, Mid-Continent, Alaska's
Prudhoe Bay, Rocky Mountain and Applachinian Basin regions as
well as to the global offshore industry.
The Company and its affiliates filed for Chapter 11 protection on
Oct. 19, 2009 (Bankr. D. Del. Lead Case No. 09-13562). The
Debtors selected Jonathan S. Henes, Esq., and Chad J. Husnick,
Esq., at Kirkland & Ellis LLP, as counsel; Daniel J. DeFranceschi,
Esq., and Lee E. Kaufman, Esq., at Richards, Layton & Finger,
P.A., as co-counsel; John R. Castellano, Managing Director of AP
Services, LLC, as restructuring advisor; and Epiq Bankruptcy
Solutions, LLC as claims agent.
Stallion Oilfield listed both assets and debts between
$500 million and $1 billion in its petition.
In January 2010, the Delaware Bankruptcy Court approved Stallion
Oilfield's Chapter 11 plan, paving the way for the Company's exit
from bankruptcy protection under the control of its bondholders and
unsecured lenders. Stallion Oilfield on February 2, 2010,
announced that it officially emerged from Chapter 11 protection.
A full-text copy of the disclosure statement filed November 18,
2009, is available for free at
http://bankrupt.com/misc/StallionOilfield_DiscStatement_Nov18.pdf
A full-text copy of the Plan filed November 18, 2009, is available
for free at
http://bankrupt.com/misc/StallionOilfield_Plan_Nov18.pdf
STANDARD REGISTER: Dinsmore & Shohl Approved as Conflicts Counsel
-----------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized The Standard Register Company, et
al., to employ Dinsmore & Shohl LLP as special counsel and
conflicts counsel, nunc pro tunc to the Petition Date.
Dinsmore is expected to:
1. assist the Debtors on general corporate matters;
2. assist on matters related to the Debtors' intellectual
property and protection of intellectual property rights; and
3. assist the Debtors on various litigation matters.
The Debtors have filed applications to retain Gibson Dunn and Young
Conaway as their general bankruptcy co-counsel. Because of their
well-defined roles, Dinsmore's activities as special counsel will
be complementary rather than duplicative of the services to be
performed by Gibson Dunn, Young Conaway, and other professionals as
may be retained by the Debtors.
For professional services, Dinsmore's fees are based upon the
standard hourly rates of professionals and paraprofessionals. The
firm's hourly rates ranges are:
Partners $265 - $850
Of Counsel $160 - $625
Associates $160 - $385
Paralegals $115 - $240
To the best of the Debtors' knowledge, Dinsmore is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
Prior to the objection deadline, the Debtors received informal
comments from the Debtors' postpetition lenders regarding the
proposed form of order attached to the application. No formal
objections were received prior to the objection deadline, and the
Debtors have conferred with the parties for which the objection
deadline was extended, and confirmed that such parties do not
object to the relief requested in the application.
To address the DIP lenders' concerns, the Debtors submitted a
revised order, providing, "In not opposing Court approval of the
Application, none of the DIP Credit Parties (as such term is
defined in the interim order entered on March 13, 2015 [Docket No.
59] (the "Interim DIP Financing Order"), approving
debtor-in-possession financing for the Debtors) shall be deemed to
have (i) waived any objection, or consented, to any change or
modification to the Budget (as defined in the Interim DIP Financing
Order) which the Debtors may propose or seek in order to pay any
compensation or expenses to Dinsmore & Shohl LLP or which otherwise
might result from the Debtors paying such compensation or expenses
or (ii) agreed to any payment of such compensation or expenses as a
surcharge against, or other carve out from, their respective
primary collateral."
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.
SWIFT ENERGY: Moody's Assigns B2 Rating on Proposed $640MM Loan
---------------------------------------------------------------
Moody's Investors Service rated Swift Energy Company's proposed
$640 million first lien term loan B2. Moody's also downgraded
Swift's Corporate Family Rating (CFR) to Caa1 from B2 and its
senior unsecured notes rating to Caa2 from B3. Moody's raised
Swift's Speculative Grade Liquidity rating to SGL-3 from SGL-4. The
outlook is changed to stable from negative. The downgrade is the
result of the company's higher debt levels and deteriorating cash
flow metrics.
"While Swift appears to have shored up its liquidity with the
proceeds of the proposed term loan issuance, it will have done so
through the incurrence of increased debt levels and burdened by the
cost of significantly higher interest expense," commented Andrew
Brooks, Moody's Vice President. "Following several years of
minimal production growth, deploying incremental liquidity into
profitable growth under difficult commodity price conditions will
pose a challenging test of Swift's ability to execute on improved
capital productivity."
Ratings assigned:
Issuer: Swift Energy Company
First Lien Term Loan, B2 (LGD2)
Rating Change:
Issuer: Swift Energy Company
Speculative Grade Liquidity Rating, Raised to SGL-3 from SGL-4
Downgrades:
Issuer: Swift Energy Company
Corporate Family Rating, Downgraded to Caa1 from B2
Probability of Default Rating, Downgraded to Caa1-PD from B2-PD
Senior unsecured notes, Downgraded to Caa2 (LGD5) from B3 (LGD4)
Outlook Actions:
Issuer: Swift Energy Company
Outlook, Changed to Stable from Negative
RATINGS RATIONALE
Swift Energy's Caa1 CFR reflects recent minimal production growth,
which has contributed to increased relative debt leverage, its
unhedged exposure to weak oil and natural gas prices leading to a
deterioration in cash flow and the increased interest burden under
which the company will operate imposed by the proposed first lien
financing. The rating is also a function of Swift's size and scale
in terms of production and proved reserves, and a production
profile which is increasingly trending towards natural gas largely
in the Eagle Ford Shale, where 2014's production increased 14% over
2013. Incremental financing should help ease building liquidity
pressure, but at the expense of a continued weakening in Swift's
credit profile with debt on production now likely to approach
$50,000 per barrel of oil equivalent (Boe) and retained cash flow
(RCF) to debt under 10% on a 2015 pro forma basis. With production
essentially flat since 2012 on questionable capital productivity,
Swift's 24% production increase in 2014's second quarter appeared
to usher in a period of sustained growth, and with it, improving
financial metrics. However, chronically weak natural gas and the
late-2014 drop in liquids prices, exacerbated by the absence of
commodity price hedges beyond 2015's first quarter, prompted Swift
to drop its planned 2015 capital spending by about two-thirds, and
with it, the prospects of further sustainable production growth.
The company has guided to about a 10% production decline in 2015.
While the proposed first lien term loan will shore up Swift's
liquidity, enabling it to further develop its Eagle Ford acreage
for growth, free cash flow will remain negative with credit metrics
exhibiting further weakness.
The proposed first lien term loan was rated B2, or two notches
above the Caa1 CFR, to reflect its priority position in the capital
structure. Moody's believes that the assigned B2 rating is more
appropriate than the B1 rating suggested under Moody's Loss Given
Default (LGD) methodology, given the company's track record of
uneven capital productivity. The Caa2 unsecured notes rating
reflects the subordination of the senior unsecured notes to Swift's
proposed first lien term loan. The size of the claims relative to
Swift's outstanding senior unsecured notes results in the notes
being rated one notch below the Caa1 CFR under Moody's LGD
methodology.
The SGL-3 Speculative Grade Liquidity rating reflects Moody's view
of adequate liquidity into 2016. The proposed $640 million term
loan will create approximately $360 million of cash liquidity,
after Swift repays and terminates its $375 million its secured
borrowing base revolving credit facility. At March 31, $247
million was outstanding under the revolving credit facility. Swift
anticipates utilizing this balance sheet cash to fund 2015's
negative free cash flow, and the incremental negative free cash
flow generated under the expanded capital spending program it
envisions in 2016. The proposed first lien term loan is expected
to have a five-year scheduled maturity date, and will be
covenant-lite. The term loan will remove any borrowing base
redetermination risk, which had become an increasing concern given
the extent to which Swift was reliant on this facility for
liquidity; any decrease in the borrowing base could have further
restricted its operations. Additional liquidity had been provided
in 2014 through a joint venture agreement with PT Saka Energi
Indonesia, the upstream subsidiary of Indonesian natural gas
transmission and distribution company PT Perusahaan Gas Negara
(Baa3 stable), that conveyed a 36% participating interest in
Swift's Eagle Ford Fasken area acreage to Saka. Total
consideration consisted of a $125 million cash payment, in addition
to $50 million of drilling carry. Up front cash proceeds were
directed by Swift to debt repayment. At year-end 2014, $29 million
of the original $50 million of drilling carry remained available.
Swift also continues to explore the potential sale of its Central
Louisiana assets, although efforts appear to have stalled in a
difficult market for asset sales. Should a sale materialize,
proceeds are expected to be used for debt reduction. Swift's next
upcoming debt maturity is the June 1, 2017 scheduled maturity date
of its $250 million 7.125% senior notes.
The rating outlook is stable reflecting cash liquidity which should
fund spending deficits through 2016. Ratings could be downgraded
should further liquidity limitations arise. Should Swift rebuild
its liquidity and increase production while improving it leveraged
full-cycle ratio (LFCR) to over 1.0x and sustain RCF to debt above
10%, a ratings upgrade could be considered.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.
Swift Energy Company is an independent E&P company headquartered in
Houston, Texas.
THERAPEUTICSMD INC: Files Copy of Investor Presentation with SEC
----------------------------------------------------------------
TherapeuticsMD, Inc. furnished the Securities and Exchange
Commission a copy of an investor presentation which was used, in
whole or in part, and subject to modification, on June 23, 2015,
and will be used at subsequent meetings with investors or analysts.
A full-text copy of the Presentation is available for free at
http://is.gd/2VGpKy
About TherapeuticsMD
Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women. The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics. The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.
TherapeuticsMD reported a net loss of $54.2 million on $15.02
million of net revenues for the year ended Dec. 31, 2014, compared
with a net loss of $28.4 million on $8.77 million of net revenues
for the year ended Dec. 31, 2013.
As of March 31, 2015, the Company had $99.5 million in total
assets, $11.8 million in total liabilities, and $87.7 million in
total stockholders' equity.
TRISON SERVICES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Trison Services, Inc.
fka Trison Technology Services, Inc.
118 Coleman Blvd., Suite A
Savannah, GA 31408
Case No.: 15-40946
Chapter 11 Petition Date: June 24, 2015
Court: United States Bankruptcy Court
Southern District of Georgia (Savannah)
Debtor's Counsel: James L. Drake, Jr., Esq.
JAMES L. DRAKE, JR. P.C.
P. O. Box 9945
Savannah, GA 31412
Tel: 912-790-1533
Email: jdrake7@bellsouth.net
Total Assets: $275,955
Total Liabilities: $1.7 million
The petition was signed by Joseph V. Torres, president/CEO.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/gasb15-40946.pdf
U.S. RENAL: Moody's Affirms 'B2' Corporate Family Rating.
---------------------------------------------------------
Moody's Investors Service affirmed U.S. Renal Care, Inc.'s B2
Corporate Family Rating and B2-PD Probability of Default Rating. At
the same time, Moody's affirmed the Ba3 rating on the company's
senior secured credit facilities and Caa1 rating on its senior
secured second lien term loan. In addition, Moody's changed the
rating outlook to stable from negative.
The change in outlook to stable reflects U.S. Renal's improved
credit metrics and strong operating performance following the
acquisition of Ambulatory Services of America in 2013 and a $255
million debt-financed dividend in 2014. Both transactions added
about $880 million in additional debt. Moody's expects profitable
growth and de-leveraging to continue over the next 12 to 18 months,
with debt to EBITDA in the 6 times range.
Following is a summary of Moody's ratings actions:
U.S. Renal Care, Inc.
Ratings affirmed:
Corporate Family Rating at B2
Probability of Default Rating at B2-PD
First lien term loan at Ba3 (LGD 3)
Second lien term loan at Caa1 (LGD 5)
RATINGS RATIONALE
U.S. Renal's B2 Corporate Family Rating reflects high financial
leverage associated with an aggressive acquisition strategy and a
shareholder friendly financial policy. The rating is also
constrained by Moody's expectation of modest free cash flow
available for debt repayment after considering higher interest
expense and capital spending related to investments in newly
established facilities. Furthermore, the company's scale is
relatively small compared to the two largest players in the sector
and revenues remain highly concentrated in reimbursement from
government based programs. The rating benefits from Moody's
expectation of a stable industry profile characterized by the
increasing incidence of end stage renal disease and the medical
necessity of the service provided.
The stable outlook reflects Moody's expectation that the company
will continue to see organic growth and that operating results will
be bolstered by both de novo development of new centers and tuck-in
acquisitions. The outlook also reflects Moody's assumption that the
company will pursue these acquisitions without significantly
increasing leverage and will achieve a debt to EBITDA around 6
times over the next 12 to 18 months.
The rating could be downgraded if the reimbursement rate
environment changes, such that operating profits deteriorate or
credit metrics weaken. Specifically, if U.S. Renal pursues
additional acquisitions that are not de-leveraging or undertake
shareholder friendly initiatives or debt to EBITDA is sustained
above 6.5 times, the rating could be downgraded.
Although an upgrade is unlikely in the near-term, the rating could
be upgraded should the company reduce and sustain adjusted debt to
EBITDA below 5.0 times. Additionally, for us to consider an
upgrade, U.S. Renal would need greater top line revenues along with
free cash flow to debt around 10%.
U.S. Renal Care provides dialysis services to patients who suffer
from chronic kidney failure. U.S. Renal provides dialysis services
through 193 outpatient facilities in 20 states and the Territory of
Guam, along with acute dialysis services through contractual
relationships with hospitals and dialysis centers to patients in
their homes. U.S. Renal is owned by private equity sponsors,
Leonard Green & Partners, L.P., Cressey & Company, SV Life Science
and management.
UBL INTERACTIVE: Has $1.57M Net Loss in March 31 Quarter
--------------------------------------------------------
UBL Interactive, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $1.57 million on $1.75 million of revenues for the three months
ended March 31, 2015, compared to a net loss of $9,230 on $1.02
million of revenues for the same period last year.
The Company's balance sheet at March 31, 2015, showed $2.13 million
in total assets, $8.84 million in total liabilities and total
stockholders' deficit of $6.72 million.
The Company had an accumulated deficit at March 31, 2015, a net
loss and net cash used in operating activities for the period then
ended. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
A copy of the Form 10-Q is available at:
http://is.gd/Cp6Mzz
UBL Interactive, Inc., provides a set of online identity
management tools and services to businesses seeking to optimize
their presence in location based search results on Web, mobile and
social platforms. The Company's profile management services allow
businesses to take control of profile pages in trafficked, search
engines and social media sites, providing enhanced content about
their products and services. As part of these services, the
Company also provides an expanding range of analytical and
monitoring tools. The Company offers services in the United States
of America, Canada, The United Kingdom and Australia. The Company
provides its listing services to businesses directly from its
site,
and through interactive marketing agencies and channel sales
partnerships.
The Company reported a net loss of $807,700 on $1.96 million of
revenues for the three months ended Dec. 31, 2014, compared to
a net loss of $1.54 million on $820,000 of revenues for the same
period during the prior year.
The Company's balance sheet at Dec. 31, 2014, showed $3.87 million
in total assets, $9.26 million in total liabilities, and a
stockholders'
deficit of $5.38 million.
UNIVERSAL COOPERATIVES: Has Until Aug. 7 to File Plan
-----------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware extended Universal Cooperatives, Inc., et al.'s plan
period through and including Aug. 7, 2015, and their exclusive
solicitation period through and including Oct. 5, 2015.
According to Travis G. Buchanan, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, as of June 5, 2015, the
Debtors and Official Committee of Unsecured Creditors are working
cooperatively to finalize and file a joint plan of liquidation and
disclosure statement, which the parties intend to file in the near
term. The Plan, Mr. Buchanan tells the Court, incorporates a
global settlement negotiated and agreed to by and between the
Debtors, Pension Benefit Guaranty Corporation, and the Committee.
The Global Settlement represents a compromise and settlement of
numerous Debtor-creditor and intercreditor issues and is designed
to achieve an economic settlement of claims, including the PBGC's
claims, against the Debtors' estates and an efficient resolution of
the Chapter 11 Cases, Mr. Buchanan said. Accordingly, with the
Committee's support, the Debtors seek additional time to finalize
the Global Settlement, Plan and Disclosure Statement that the
parties anticipate will bring the Chapter 11 Cases to an orderly
and efficient conclusion.
About Universal Cooperatives
As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its members
to procure, and/or manufacture, and distribute high quality
products at competitive prices. Universal has 14 voting members and
over 50 associate members.
Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
14-11187) on May 11, 2014. The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection
Alliance, LLC; Agrilon International, LLC; and zavalon, Inc. UCI
do Brasil, a majority-owned subsidiary located in Brazil, is not a
debtor in the Chapter 11 cases.
The cases are assigned to Judge Mary F. Walrath.
Universal Cooperatives disclosed $12.09 million in assets and $29.3
million in liabilities as of the Chapter 11 filing.
The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial advisor
and Prime Clerk as notice and claims agent.
Bank of America, N.A., as agent for the DIP Lenders, is represented
by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M.
Gartland, Esq., at Winston & Strawn, LLP.
The United States Trustee for Region 3 appointed seven members to
the Official Committee of Unsecured Creditors, which is represented
by Sharon Levine, Esq., Bruce S. Nathan, Esq., and Timothy R.
Wheeler, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey;
and Jamie L. Edmonson, Esq., and Daniel A. O'Brien, Esq., at
Venable LLP, in Wilmington, Delaware.
* * *
A hearing will be held on July 22, 2015, at 10:30 a.m. (ET) to
consider entry of an order, among other things, determining that
the disclosure statement explaining Universal Cooperatives, Inc.,
et al.'s Chapter 11 Plan of Liquidation, contains "adequate
information" within the meaning described in Section 1125 of the
Bankruptcy Code and approving the Disclosure Statement.
The Plan, which is co-proposed by the Official Committee of
Unsecured Creditors, follows the sale of Bridon Cordage LLC's and
Heritage Trading Company, LLC's assets, as well as certain of
Universal's assets, to BCHU Acquisition LLC, for approximately
$22,460,000, and Universal's Eagen, Minnesota headquarters to
Gloria Real Estate Holdings for $3,800,000.
The Plan is the result of extensive negotiations among the Debtors,
the Committee, and the Pension Benefit Guaranty Corporation, the
holder of the largest claims in the Debtors' Chapter 11 Cases. The
Plan incorporates and implements various settlements to facilitate
a successful liquidation of the Debtors' estates. Specifically,
the Plan provides for the settlement of a number of potential
issues, including substantive consolidation, and the allocation of
the proceeds generated from the sales of certain assets.
Objections, if any, to the approval of the Disclosure Statement
must be filed no later than July 15.
The Debtors request that the Confirmation Hearing be scheduled for
Sept. 3 at 10:30 a.m. (ET) and the confirmation objection deadline
for Aug. 27.
A full-text copy of the Disclosure Statement, dated June 17, 2015,
is available at http://bankrupt.com/misc/UCIds0617.pdf
UNIVERSAL HEALTH: Fitch Affirms 'BB+' IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed Universal Health Services Inc.'s
ratings, including the Issuer Default Rating at 'BB+'. The ratings
apply to approximately $3.1 billion of debt at March 31, 2015. The
Rating Outlook is Stable.
KEY RATING DRIVERS
-- UHS has the strongest balance sheet in the for-profit hospital
sector, with total debt-to-EBITDA of 1.9x at March 31, 2015). Fitch
expects UHS to operate with leverage between 2x and 3x over the
ratings horizon.
-- Unlike many of its peers, UHS has not engaged in large-scale
acquisitions since its $3.1 billion purchase of Psychiatric
Solutions, Inc. (PSI) in 2010. Fitch expects UHS to pursue
more deals in 2015-2016, likely moderate-sized, targeted
acquisitions. UHS has a good degree of flexibility in credit
metrics at 'BB+' rating to incur additional debt to fund
M&A.
-- Cash flows are strengthening on a stabilizing acute care
hospital business - aided by coverage expansion provisions
of the Affordable Care Act (ACA) - and growing behavioral
health operations. Free cash flow (FCF) totaled
$682 million for the LTM period ended March 31, 2015. Fitch
anticipates that UHS will generate solid FCF of around $800
million in 2015-2016.
-- UHS behavioral health (BH) business accounts for more than
half of the company's revenues, this diversification
business model enhances financial stability and
profitability. Good organic growth in the mid-single
digits, driven by mental health parity rules and UHS'
capacity growth initiatives, and moderately improving profit
margins are expected over the ratings horizon for the BH
business.
-- UHS' same-hospital (SH) acute care admissions growth for the
first quarter 2015 and fourth quarter 2014 were 4.3% and
3.5%, respectively. SH acute care admissions were flat in
2014 and 2013, but better than the 2% and 2.2% declines in
2012 and 2011, respectively. While some of UHS' largest
acute care hospital markets were hard hit during the
recession (Texas, Las Vegas), these markets have benefitted
the most from the good economic recovery, aiding in UHS'
positive growth.
-- Fitch views the ACA as a net positive for UHS and its
hospital operator peers. Fitch expects net revenue growth
from declining uncompensated care, on a fairly constant cost
base, to drive an increase in absolute profits during 2015.
Fitch thinks it is likely, however, that profit gains will
begin to erode in later years due to a constrained
healthcare reimbursement for the foreseeable future.
Potential for More, Larger Deals
Most large acute care hospital operators have been active acquirers
and aggressive in recruiting physicians and expanding outpatient
service line offerings over the last few years. UHS has instead
directed most of its FCF toward debt repayment. Debt-to-EBITDA has
declined to 1.9x at March 31, 2015 from nearly 5x (reported) at
year-end 2010.
Each of UHS' acquisitions over the past four years has been of
behavioral health targets, including the $500 million acquisition
of Ascend Health Corporation in Oct. 2012 and the $431 million
acquisition of Cygnet Health Care in September 2014. Going
forward, most targets are likely to be in this range, with purchase
prices of $300 million to $500 million, as well as small
not-for-profit (NFP) hospitals or behavioral health operations of
local NFPs below $100 million. Fitch does not expect UHS to engage
another transformational deal - like the 2010 PSI acquisition -
over the ratings horizon, partly because a lack of targets of that
size in the fragmented behavioral health segment.
Despite the lack of capital directed toward M&A, UHS has been
investing in its acute care business through capital expenditures.
A new hospital opened in UHS' southern California market in
second-half 2013. Furthermore, UHS reports that the majority of
its discretionary capex is used for acute care facilities. It is
possible that UHS could pursue acquisitions of acute care
hospitals, as management has commented that purchase multiples seem
to be moderating for possible targets.
SCOTUS Review of Health Insurance Subsidies
There remains a significant amount of uncertainty regarding the
ACA's ultimate impact on the hospital sector. Most immediately,
the upcoming SCOTUS decision on the legality of tax subsidies for
health plan exchange plan enrolees, and future state Medicaid
expansion decisions are major questions marks. However, any
changes to the ACA are unlikely to be impactful enough to business
profiles and financial flexibility to move the ratings of hospital
companies in the medium term.
Improving Underlying Volumes; Pricing Dynamics from Expansion
Coverage
Fitch believes that strength in organic volume performance in the
acute care hospital segment is likely to persist in the first half
of 2015, continuing from the positive volume performance in 4Q14
and 1Q15. In addition, the effects of the ACA health insurance
exchange enrollments were muted in 1Q14, and there should be some
ramp up given the strong uptake in public exchange plans during the
second open enrollment period.
UHS is among the best-positioned for-profit hospital operators to
benefit from lower bad debts due to the health insurance coverage
expansion elements of the ACA due to its presence in states
expanding their Medicaid programs, including Nevada and California.
Fitch thinks EBITDA margins at UHS' acute care business could
expand by 150-200 bps or more from 2013 to 2015. Such margin gain
is expected to slowly erode in the years that follow, however, due
to an overall constrained reimbursement environment and the
expectation for inpatient volumes to remain relatively flat or
slightly down for the foreseeable future.
KEY ASSUMPTIONS
Fitch expects low single digit organic topline growth in the acute
care segment through the forecast period. This incorporates the
assumption that both patient volumes and pricing will show some
pull back from the strong results of the past couple quarters.
Secular headwinds to growth in the hospital sector remain intact,
comparisons will become more difficult in the second half of 2015,
and the tailwind from the ACA health insurance expansion is likely
to taper. The behavioral health segment will continue to
contribute stability to UHS' operating profile.
Fitch forecasts EBITDA of $1.7 billion and free cash flow (FCF; CFO
less capital expenditures and dividends) of about $800 million for
UHS in 2015, including the contribution of recent acquisitions.
Fitch expects UHS' operating EBITDA margin to remain relatively
flat in 2015 versus 2014. This is driven by the expectation for
continued improvement in some of UHS' largest markets (South Texas,
Las Vegas), tempered by some negative operating leverage as the
recently very strong overall volume growth recedes.
Capital expenditures are forecasted at $400 million in 2015. The
company deploys cash for both acquisitions and share repurchases;
total debt is maintained at a level commensurate with the 'BB+'
rating.
RATING SENSITIVITIES
Maintenance of a 'BB+' IDR will require a continued demonstrated
commitment to operating with debt leverage below 3x, with
FCF-to-adjusted debt of 8% or higher. Fitch notes that UHS' has
good flexibility at the current 'BB+' ratings to consummate
debt-funded M&A, especially as it supports longer-term growth in
light of prevailing trends in healthcare (i.e. integrated care
delivery, physician employment, outpatient service lines, etc.).
A downgrade of UHS' IDR to 'BB' could result from pressured margins
and cash flows - or a large, leveraging transaction - that results
in debt leverage expected to be sustained above 3x and/or
FCF-to-gross adjusted debt below 8%. Margin and cash flow
pressures of this magnitude are not likely occur abruptly, but
could materialize due to severe pricing pressures or unfavorable
large-scale reform of Medicare and/or Medicaid programs.
An upgrade of UHS' IDR to 'BBB-' is unlikely in the near-term,
since UHS' current ratings and credit metrics provide the firm with
flexibility to participate in the consolidation of the healthcare
provider space, which Fitch expects to continue through the
intermediate-term.
DEBT MATURITIES EXTENDED, LIQUIDITY SOLID
Available liquidity is sufficient. Though UHS does not usually
carry large amounts of cash ($35 million at March 31, 2015), it
maintains an $800 million revolver, of which $739 million was
available at March 31, 2015. UHS also maintains a $360 million A/R
facility, of which $35 million was available at March 31, 2015.
Debt maturities are manageable for the firm. The 2014
recapitalization transaction extended UHS' debt maturity wall out
past 2016. The $400 million senior secured notes remain due in
2016, but the term loans and new secured notes do not start to
mature until 2019.
FULL LIST OF RATING ACTIONS
Fitch affirms UHS' ratings and assigns Recovery Ratings (RRs) as
indicated:
-- IDR at 'BB+';
-- Senior secured bank facility at 'BBB-/RR1';
-- Senior secured bonds at 'BBB-/RR1';
The Rating Outlook is Stable.
VICTORY MEDICAL: Proposes to Sell Plano Hospital Assets
-------------------------------------------------------
Victory Medical Center Mid-Cities, LP, et al., seek authority from
the U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, to sell the hospital assets located in Plano,
Texas, through a public auction.
The Assets to be sold exclude accounts receivable and other
excluded assets. In order to maximize the value of the assets, the
Debtors propose that the deadline for submitting competing bids
will be on or before July 7, 2015. In the event that more than two
competitive Qualified Bids are received, the Debtors propose to
conduct an auction on July 10 at the law offices of Hoover Slovacek
LLP, in Houston, Texas.
The Debtors are represented by Edward L. Rothberg, Esq., Melissa A.
Haselden, Esq., and T. Josh Judd, Esq., at Hoover Slovacek LLP, in
Houston, Texas.
About Victory Healthcare
Victory Parent Company, LLC, and 8 affiliated companies sought
Chapter 11 protection in Fort Worth, Texas (Bankr. N.D. Tex.) on
June 12, 2015, in Ft. Worth, Texas. The Debtors are seeking joint
administration for procedural purposes, meaning that all pleadings
will be maintained on the case docket for Victory Medical Center
Mid-Cities, LP; Case No. 15-42373-RFN.
Headquartered in The Woodlands, Texas, Victory Parent Company
manages six medical centers in Texas. Founded in 2005, Victory now
maintains medical centers offering emergency room services in
through Victory Medical Center Mid-Cities in Hurst, Victory Medical
Center Plano, Victory Medical Center Craig Ranch in McKinney, and
Victory Medical Center Landmark in San Antonio. The company also
manages its Victory Medical Center Beaumont and Houston-East, which
are not part of the Chapter 11 filing and will be sold separately.
The Debtors tapped Hoover Slovacek, LLP, as counsel; Epiq
Bankruptcy Solutions, LLC, as claims agent; and Baker, Donelson,
Bearman, Caldwell & Berkowitz, PC, as special counsel.
VICTORY MEDICAL: Seeks to Hire Hoover Slovacek as Bankr. Counsel
----------------------------------------------------------------
Victory Medical Center Mid-Cities, LP, et al., seek authority from
the U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, to employ Hoover Slovacek LLP as their bankruptcy
attorneys.
The Debtors seek to retain HSLLP to provide the Debtors with legal
advice and services with respect to the cases, the Debtors' powers
and duties as debtors in possession, and the continued operation of
the Debtors' businesses and management of the Debtors' property,
including but not limited to the following:
(a) to assist, advise and represent the Debtors relative to the
administration of the Chapter 11 cases;
(b) to assist, advise and represent the Debtors in analyzing
the Debtors' assets and liabilities, investigating the
extent and validity of liens and participating in and
reviewing any proposed asset sales or dispositions;
(c) to attend meetings and negotiate with the representatives
of the secured creditors;
(d) to assist the Debtors in the preparation, analysis and
negotiation of any plan of reorganization and disclosure
statement accompanying any plan of reorganization;
(e) to take all necessary action to protect and preserve the
interests of the Debtors;
(f) to appear, as appropriate, before the Court, the Appellate
Courts, and other Courts in which matters may be heard and
to protect the interests of Debtors before said Courts and
the United States Trustee; and
(g) to perform all other necessary legal services in the
bankruptcy cases.
The current hourly billing rates for HSLLP are:
Edward L. Rothberg, Esq. $425.00
Annie Catmull, Esq. $335.00
Melissa Haselden, Esq. $310.00
Deirdre C. Brown, Esq. $200.00
T. Josh Judd, Esq. $285.00
Legal Assistants/Paralegals $110.00-$150.00
The firm will also be reimbursed for any necessary out-of-pocket
expenses.
Prior to the Petition Date, HSLLP received an aggregate retainer
totaling $250,000, plus filing fees of $15,453, less the amount of
$118,756 for legal services provided in conjunction with the
bankruptcy preparation, less the filing fees, leaving the balance
of $131,243 as the retainer for postpetition services. The
retainer was paid by Victory Parent LLC for the joint
representation of Debtors Mid-Cities, Mid-Cities GP, Plano, LP,
Plano GP, Craig Ranch, Craig Ranch GP, Landmark, Landmark GP, and
Victory Parent.
Mr. Rothberg, a partner with Hoover Slovacek LLP, in Houston,
Texas, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.
He adds that his firm does not represent any interest adverse to
the Debtors or their respective estates, nor do they have any
connections with the Debtors, creditors, or any other
party-in-interest, its attorneys and accountants, the United States
Trustee, or any person employed in the office of the United States
Trustee, except for the following:
* Cardinal Health is a creditor of one or more of the Debtors.
HSLLP currently represents Cardinal Health in other matters
unrelated to Victory or the Debtors' bankruptcy cases. HSLLP will
not represent Cardinal Health in connection with these cases.
* Amegy Bank is a creditor of one or more of the Debtors. HSLLP
currently represents Amegy Bank in other matters unrelated to
Victory or the Debtors' bankruptcy cases. HSLLP will not represent
Cardinal Health in connection with these case
* Chopra Imaging, Chopra & Associates, and Xray Express are
creditors of one or more of the Debtors. Lucky Chopra is a
principal of these entities. HSLLP currently represents other
entities owned or controlled by Mr. Chopra in various matters
unrelated to Victory or the Debtors' bankruptcy cases. HSLLP will
not represent Lucky Chopra or any entity in which he is a principal
in connection with these cases.
* Ian Reynolds, M.D. is a creditor of one or more of the
Debtors. Years ago, HSLLP represented Ian Reynolds, MD in other
matters unrelated to Victory or the Debtors' bankruptcy cases.
HSLLP currently has no active representation for this client. HSLLP
will not represent Ian Reynolds, M.D in connection with these
cases.
* Smith & Nephew, Inc. is a creditor of one or more of the
Debtors. Smith & Nephew, Inc. is an affiliate of Craig Jay Buhr, a
current client of HSLLP in other matters unrelated to Victory or
the Debtors' bankruptcy cases. HSLLP does not represent Smith &
Nephew, Inc.
* Team Medical is a creditor of one or more of the Debtors.
HSLLP formerly represented an entity named Team Medical & Rehab,
which may be the same entity. HSLLP closed its file for Team
Medical in 1999 and has no active representation pending.
* Siemens is a creditor of one or more of the Debtors. Siemens
is a client of a former attorney of HSLLP. HSLLP no longer
represents Siemens.
* Texas Capital Bank is a creditor of one or more of the
Debtors. HSLLP has represented Texas Capital Bank in the past in
connection with other matters unrelated to Victory or the Debtors'
bankruptcy cases. HSLLP will not represent Texas Capital Bank in
connection with these cases.
* TMC Orthopedic is a creditor of one or more of the Debtors.
HSLLP formerly represented TMC Orthopedic in matters unrelated to
Victory and has not engaged in any active representation of this
entity since 2001.
* Aztec Events is a creditor of one or more of the Debtors.
Aztec Events is an affiliate of APR Acquisition, Inc., a current
client of HSLLP in other matters unrelated to Victory or the
Debtors' bankruptcy cases. HSLLP does not represent Aztec Events.
* Sun Coast Resources is a creditor of one or more of the
Debtors. Sun Coast Resources has been a client of HSLLP, but HSLLP
has not had active engagements for this client since 2012. HSLLP
will not represent Sun Coast Resources in connection with these
cases.
* LifeNet is a creditor of one or more of the Debtors. HSLLP
currently represents LifeNet in other matters unrelated to Victory
or the Debtors' bankruptcy cases. HSLLP will not represent LifeNet
in connection with these cases.
* PFCP is an affiliate of a entity which proposed to purchase
the hospital operation owned by Victory Landmark. In May 2015,
HSLLP drafted a letter of intent for the purchase of Debtor Victory
Landmark on behalf of Weimar Medical Holdings, LLC, an affiliate of
PFCP with common ownership. Victory Landmark rejected the letter of
intent. HSLLP has not undertaken any further representation of PFCP
or Weimar Medical with respect to this matter and has no other
pending matters for PFCP. HSLLP will not represent PFCP or Weimar
Medical Holdings, LLC in connection with these cases.
None of these relationships creates an adverse relationship with
the Debtors, Mr. Rothberg assures the Court.
The firm may be reached through:
Edward L. Rothberg, Esq.
Melissa A. Haselden, Esq.
T. Josh Judd, Esq.
Annie Catmull, Esq.
Deirdre C. Brown, Esq.
HOOVER SLOVACEK LLP
5051 Westheimer, Suite 1200
Galleria Tower II
Houston, TX 77056
Tel: (713) 977-8686
Fax: (713) 977-5395
Email: rothberg@hooverslovacek.com
haselden@hooverslovacek.com
judd@hooverslovacek.com
catmull@hooverslovacek.com
brown@hooverslovacek.com
About Victory Healthcare
Victory Parent Company, LLC, and 8 affiliated companies sought
Chapter 11 protection in Fort Worth, Texas (Bankr. N.D. Tex.) on
June 12, 2015, in Ft. Worth, Texas. The Debtors are seeking joint
administration for procedural purposes, meaning that all pleadings
will be maintained on the case docket for Victory Medical Center
Mid-Cities, LP; Case No. 15-42373-RFN.
Headquartered in The Woodlands, Texas, Victory Parent Company
manages six medical centers in Texas. Founded in 2005, Victory now
maintains medical centers offering emergency room services in
through Victory Medical Center Mid-Cities in Hurst, Victory Medical
Center Plano, Victory Medical Center Craig Ranch in McKinney, and
Victory Medical Center Landmark in San Antonio. The company also
manages its Victory Medical Center Beaumont and Houston-East, which
are not part of the Chapter 11 filing and will be sold separately.
The Debtors tapped Hoover Slovacek, LLP, as counsel; Epiq
Bankruptcy Solutions, LLC, as claims agent; and Baker, Donelson,
Bearman, Caldwell & Berkowitz, PC, as special counsel.
VICTORY MEDICAL: Seeks Waiver of Local Counsel Designation Rule
---------------------------------------------------------------
Victory Medical Center Mid-Cities, LP, et al., ask the U.S.
Bankruptcy Court for the Northern District of Texas, Fort Worth
Division, to waive the requirement under Rule 2090-4 of the Local
Bankruptcy Rule for the designation of local counsel.
Local Bankruptcy Rule 2090-4 requires that an attorney appearing in
a case who does not reside or maintain an office within 50 miles of
the Northern District of Texas must designate local counsel
residing within the district and is admitted to practice before the
Court.
The Debtors tell the Court that their bankruptcy counsel, Hoover
Slovacek LLP, is located in Houston, Texas, and does not maintain
offices within 50 miles of the Northern District. The lead
counsel, Edward Rothberg, Esq., and other bankruptcy counsel of the
firm are admitted to practice in the Court, the Debtors add.
Pursuant to L.R. 2090-4, the requirement to associate with local
counsel may, on motion, be waived by the Court on a case by case
basis. The Debtors believe that good cause exists for a waiver
here.
The Debtors note that any attorney from the Firm appearing in these
cases would be able to travel to the Dallas/Fort Worth area within
six hours. Thus, the attorneys at the Firm are available to attend
any hearing which may be set on short notice.
The Debtors also tell the Court that they are experiencing
significant cash flow issues and must sell the operating facilities
by the end of July in order to continue in these cases. A notice
of complex case designation and request for joint administration
have been filed and the Debtors expect to have regularly scheduled
hearing dates in these cases. This, according to the Debtors, will
reduce the number of hearing dates required in these cases by
consolidating multiple hearings on one date.
About Victory Healthcare
Victory Parent Company, LLC, and 8 affiliated companies sought
Chapter 11 protection in Fort Worth, Texas (Bankr. N.D. Tex.) on
June 12, 2015, in Ft. Worth, Texas. The Debtors are seeking joint
administration for procedural purposes, meaning that all pleadings
will be maintained on the case docket for Victory Medical Center
Mid-Cities, LP; Case No. 15-42373-RFN.
Headquartered in The Woodlands, Texas, Victory Parent Company
manages six medical centers in Texas. Founded in 2005, Victory now
maintains medical centers offering emergency room services in
through Victory Medical Center Mid-Cities in Hurst, Victory Medical
Center Plano, Victory Medical Center Craig Ranch in McKinney, and
Victory Medical Center Landmark in San Antonio. The company also
manages its Victory Medical Center Beaumont and Houston-East, which
are not part of the Chapter 11 filing and will be sold separately.
The Debtors tapped Hoover Slovacek, LLP, as counsel; Epiq
Bankruptcy Solutions, LLC, as claims agent; and Baker, Donelson,
Bearman, Caldwell & Berkowitz, PC, as special counsel.
VINAMEX SUPERMARKET: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Vinamex Supermarket, LLC
dba Garden Grove Supermarket
12081 Brookhurst St.
Garden Grove, CA 92840-2814
Case No.: 15-13189
Chapter 11 Petition Date: June 24, 2015
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Judge: Hon. Mark S Wallace
Debtor's Counsel: David L. Neale, Esq.
LEVENE, NEALE, BENDER, YOO & BRILL LLP
10250 Constellation Blvd Ste 1700
Los Angeles, CA 90067
Tel: 310-229-1234
Fax: 310-229-1244
Email: dln@lnbyb.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Gregg Yorkison, chief restructuring
officer.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb15-13189.pdf
WAYNE COUNTY: Moody's Affirms 'Ba3' Rating on GOLT Debt
-------------------------------------------------------
Moody's Investors Services has affirmed the Ba3 rating on the
general obligation limited tax (GOLT) debt of Wayne County, MI. The
county has a total of $654 million of long-term GOLT debt
outstanding, of which $336 million is rated by Moody's. An
additional $144 million of short-term GOLT delinquent tax
anticipation notes (DTANs) are outstanding, with a sale for an
additional $186.9 million of short-term DTANs planned for this
week. Moody's does not have a rating on the county's DTANs. The
outlook remains negative
SUMMARY RATING RATIONALE
The Ba3 rating reflects the county's stressed financial position
caused by the combination of heavy dependence on property taxes, a
charter-capped levy, and substantial declines in tax base
valuation. The consequent steady losses in revenue, without
commensurate reductions in expenditures, has created an underlying
structural imbalance that county management and political
leadership have been unable to remedy for years. Now, however,
possible declaration of a financial emergency by the state
treasurer could empower the county administration to more rapidly
reduce operating expenditures in an effort to restore structural
balance and limit the risk of default. The rating also
incorporates a weak economic environment that limits prospects for
revenue growth, as well as a manageable debt burden and above
average exposure to unfunded retirement liabilities.
OUTLOOK
The negative outlook reflects our view that the county's financial
profile could worsen with any delay in its operational
restructuring efforts or should expenditure reductions fall short
of current projections.
WHAT COULD MAKE THE RATING GO UP
-- Demonstrated operational balance within the General Fund,
which is dependent on further expenditure reductions given
the county's revenue constraints
-- Strengthening of liquidity position across the county's
spendable funds
-- Improvement in the county's economic and demographic profile
that benefits revenue trends
WHAT COULD MAKE THE RATING GO DOWN
-- Inability to control expenditures or otherwise correct
operational imbalance that further narrows the county's
liquidity position
-- Lack of improvement in regional economic conditions that
limits the stabilization of funding or exerts further
downward stress on property tax revenues
-- Initiation by county of efforts to restructure debt
obligations or seek Chapter 9 bankruptcy protection
OBLIGOR PROFILE
Wayne County is located at the center of southeast Michigan. The
county is home to the city of Detroit and a number of the largest
suburban communities in the state including the cities of Livonia
(Aa2) and Dearborn (Aa3). With a population of 1.8 million, the
county remains one of the most populous in the country despite a
multi-decade trend of declines.
WET SEAL: Court Approves Compromise with CIT
--------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved Wet
Seal's stipulation approving remittance of letter of the balance of
credit proceeds and the release of claims.
As previously reported by The Troubled Company Reporter, citing
BData, "Following the Petition Date, CIT drew on the Letter of
Credit in full and received $6,000,000...from the Bank. CIT has
applied the LOC proceeds to the payment of certain Factored
Accounts which have not been charged back to the Clients....After
such application, $4,042,802.93 of the LOC Proceeds remain....The
Debtors have asserted that they have an interest in the right to
receive the LOC Proceeds Balance....Pursuant to Section 9.5 of the
APA, Mador assigned to the Buyer all of Mador's right to receive
certain assets under the APA, including the Acquired Avoidance
Actions and the LOC Balance...Under the stipulation, CIT will
return to Mador Lending the balance of the letter within seven
business days of Court order approving the motion. The stipulation
also releases both the parties' from current or future claims
against each other."
About Wet Seal
The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to
15-10084) on Jan. 15, 2015. The Debtors are a national
multi-channel retailer selling fashion apparel and accessory items
designed for female customers aged 13 to 24 years old. The Wet
Seal, Inc., disclosed $215,254,952 in assets and $60,598,968 in
liabilities as of the Chapter 11 filing.
The Hon. Christopher S. Sontchi presides over the jointly
administered cases. Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and
Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP;
and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel.
FTI Consulting serves as the Debtors' restructuring advisor. The
Debtors' investment banker is Houlihan Lokey. The Debtors tapped
Donlin, Recano & Co., Inc. as claims and noticing agent.
The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.
B. Riley, the original DIP lender and plan sponsor, is represented
by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP.
Versa Capital Management, LLC, and its affiliate, Mador Lending,
LLC, which was selected as the successful bidder at an auction, is
being advised by Greenberg Traurig LLP, Klehr Harrison Harvey
Branzburg LLP, and KPMG LLP.
The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors. The Committee retained Pachulski Stang Ziehl & Jones
LLP as its counsel and Province Inc. as its financial advisor.
The Wet Seal, Inc., changed its name to "Seal123, Inc." on April
17, 2015, in accordance with the Asset Purchase Agreement with
Mador Lending, LLC, an affiliate of Versa Capital Management, LLC
as buyer.
WPCS INTERNATIONAL: Issues 172,194 Common Shares
------------------------------------------------
WPCS International Incorporated issued 172,194 shares of its common
stock, par value $0.0001 per share, in transactions that were not
registered under the Securities Act of 1933, from May 11, 2015,
through June 23, 2015, according to a Form 8-K document filed with
the Securities and Exchange Commission.
The issuances on June 22, 2015, resulted in an increase in the
number of shares of Common Stock outstanding by more than 5%
compared to the number of shares of Common Stock reported
outstanding in the Current Report on Form 8-K filed by the Company
with the SEC on May 11, 2015. The Company has issued a total of
619,269 shares of Common Stock to holders of its Series F and F-1
and Series G-1 Convertible Preferred Stock upon the conversion of
shares of Series F and F-1 and Series G-1 Convertible Preferred
Stock. As of June 23, 2015, the Company has 1,251,685 shares of
Common Stock outstanding.
About WPCS International Incorporated
WPCS -- http://www.wpcs.com/-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.
WPCS International incurred a net loss attributable to common
shareholders of $11.2 million for the year ended April 30, 2014,
as compared with a net loss attributable to common shareholders of
$6.91 million for the year ended April 30, 2013.
As of Jan. 31, 2015, the Company had $14.8 million in total assets,
$14.8 million in total liabilities and a $36,000 total deficit.
Marcum LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2014. The independent auditing firm
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
[^] BOOK REVIEW: Transnational Mergers and Acquisitions
-------------------------------------------------------
Author: Sarkis J. Khoury
Publisher: Beard Books
Softcover: 292 pages
List Price: $34.95
Review by Gail Owens Hoelscher
Order your personal copy today at http://is.gd/hl7cni
Transnational Mergers and Acquisitions in the United States will
appeal to a wide range of readers. Dr. Khoury's analysis is
valuable for managers involved in transnational acquisitions,
whether they are acquiring companies or being acquired themselves.
At the same time, he provides a comprehensive and large-scale look
at the industrial sector of the U.S. economy that proves very
useful for policy makers even today. With its nearly 100 tables
of data and numerous examples, Khoury provides a wealth of
information for business historians and researchers as well.
Until the late 1960s, we Americans were confident (some might say
smug) in our belief that U.S. direct investment abroad would
continue to grow as it had in the 1950s and 1960s, and that we
would dominate the other large world economies in foreign
investment for some time to come. And then came the 1970s, U.S.
investment abroad stood at $78 billion, in contrast to only $13
billion in foreign investment in the U.S. In 1978, however, only
eight years later, foreign investment in the U.S. had skyrocketed
to nearly #41 billion, about half of it in acquisition of U.S.
firms. Foreign acquisitions of U.S. companies grew from 20 in
1970 to 188 in 1978. The tables had turned an Americans were
worried. Acquisitions in the banking and insurance sectors were
increasing sharply, which in particular alarmed many analysts.
Thus, when it was first published in 1980, this book met a growing
need for analytical and empirical data on this rapidly increasing
flow of foreign investment money into the U.S., much of it in
acquisitions. Khoury answers many of the questions arising from
the situation as it stood in 1980, many of which are applicable
today: What are the motives for transnational acquisitions? How do
foreign firms plans, evaluate, and negotiate mergers in the U.S.?
What are the effects of these acquisitions on competition, money
and capital markets; relative technological position; balance of
payments and economic policy in the U.S.?
To begin to answer these questions, Khoury researched foreign
investment in the U.S. from 1790 to 1979. His historical review
includes foreign firms' industry preferences, choice of location
in the U.S., and methods for penetrating the U.S. market. He
notes the importance of foreign investment to growth in the U.S.,
particularly until the early 20th century, and that prior to the
1970s, foreign investment had grown steadily throughout U.S.
history, with lapses during and after the world wars.
Khoury found that rates of return to foreign companies were not
excessive. He determined that the effect on the U.S. economy was
generally positive and concluded that restricting the inflow of
direct and indirect foreign investment would hinder U.S. economic
growth both in the short term and long term. Further, he found no
compelling reason to restrict the activities of multinational
corporations in the U.S. from a policy perspective. Khoury's
research broke new ground and provided input for economic policy
at just the right time.
Sarkis J. Khoury holds a Ph.D. in International Finance from
Wharton. He teaches finance and international finance at the
University of California, Riverside, and serves as the Executive
Director of International Programs at the Anderson Graduate School
of Business.
*********
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 ***