/raid1/www/Hosts/bankrupt/TCR_Public/150806.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, August 6, 2015, Vol. 19, No. 218
Headlines
800 BUILDING: Claims Bar Date Slated for September 15
800 BUILDING: Files Amended List of Real Properties
808 RENEWABLE ENERGY: MaloneBailey Expresses Going Concern Doubt
ALLIED NEVADA: Court Approves Navigant as Equity Panel's Advisor
ALLIED NEVADA: Equity Panel Can Hire Runge Inc as Mining Expert
ALPHA NATURAL: Moody's Lowers Corp. Family Rating to 'C'
ALTISOURCE SOLUTIONS: Moody's Affirms 'B3' CFR, Outlook Stable
AMAG PHARMACEUTICALS: S&P Raises Corp. Credit Rating to 'B+'
AMERICAN APPAREL: Amends Lease with Alameda Square
AMERICAN AXLE: Appoints President, Vice President and CFO
AMERICAN AXLE: Posts $58.6 Million Net Income for Second Quarter
ANDALAY SOLAR: Amends 150M Shares Preliminary Resale Prospectus
ANIXTER INC: Moody's Confirms Ba2 CFR, Outlook Negative
APPVION INC: Moody's Lowers CFR to B2, Outlook Stable
ARCH COAL: Reports $168 Million Net Loss for Second Quarter
BB ISLAND: Voluntary Chapter 11 Case Summary
BELLE FOODS: Creditor Withdraws Bid to Retain Counsel
BENITEZ GONZALEZ: Case Summary & 4 Largest Unsecured Creditors
BERRY PLASTICS: Reports Third Quarter Fiscal 2015 Results
BON-TON STORES: Keith Plowman Retires as Chief Financial Officer
BRUGNARA PROPERTIES: Amends Schedule of Non-Priority Claims
BRUGNARA PROPERTIES: Ch. 11 Case Ordered Dismissed
BUILDERS FIRSTSOURCE: Completes Acquisition of ProBuild
BUILDERS FIRSTSOURCE: Warburg Pincus Lowers Stake to 18.7%
CAESARS ENTERTAINMENT: Enters Into 4th Amendment to RSA
CAL DIVE: Hilco Industrial Okayed as Exclusive Marketing Agent
CANDAX ENERGY: Obtains Waiver Extension on Facility Agreement
CANOPUS BIOPHARMA: Lender to Auction Off Collateral on August 12
CASELLA WASTE: Moody's Assigns B1 Rating on $15MM Revenue Bonds
CATASYS INC: Closes Purchase Agreement with Crede CG
CLINTONDALE COMMUNITY: Moody's Affirms Ba3 GOULT Debt Rating
COLT DEFENSE: Can Hire Richard Layton as Co-Counsel
COLT DEFENSE: Court Approves Gowling as Canadian Counsel
COLT DEFENSE: Needs Until Sept. 11 to File Schedules
COMMUNITY HEALTH: Moody's Retains B1 CFR on Plans to Spin Off
CORINTHIAN COLLEGES: Robins Kaplan OK'd as Student Panel's Counsel
CORINTHIAN COLLEGES: Student Creditors Panel Withdraws Stay Bid
CORINTHIAN COLLEGES: Students Win OK to Tap Public Counsel
COUNTRY STONE: First Star Balks at Deal on Overbid Carve Out
COYOTE LOGISTICS: Moody's Puts B2 CFR Under Review for Upgrade
CROWN MEDIA: Posts $20 Million Net Income for Second Quarter
DEB STORES: Exclusive Plan Filing Period Extended to Dec. 1
DJSP ENTERPRISES: Declares Distribution of $0.70 Per Ordinary Share
DOVER DOWNS: Posts $631,000 Net Earnings for Second Quarter
EMI PUBLISHING: Moody's Rates Proposed Sr. Sec. Facilities Ba3
ENVISION HEALTHCARE: Moody's Affirms B1 CFR, Outlook Stable
EQUINOX HOLDINGS: Moody's Affirms B2 CFR on SoulCycle's IPO
FOUR OAKS: Announces Record Earnings of $17.5 Million for Q2
FRESH PRODUCE: Has Until Aug. 15 to Decide on 10 Leases
GRANITE DELLS: Liquidating Agent Asks Court to Close Ch. 11 Case
GT ADVANCED: Court OKs Three-Month Exclusivity Extension
HALCON RESOURCES: Posts $1.09 Billion Net Loss for Second Quarter
HD SUPPLY: Intends to Enter Into New Senior Term Loan Facility
HERMANN & COMPANY: Case Summary & 17 Largest Unsecured Creditors
HUNTSMAN INT'L: Moody's Assigns Ba2 Rating on Amended Term Loan B
HYDROCARB ENERGY: Signs Employment Agreement with CAO
IPREO HOLDINGS: Moody's Affirms B3 CFR on $60MM Incremental Loan
JTS LLC: U.S. Trustee Forms Three-Member Creditors' Committee
KIK CUSTOM: Moody's Affirms B3 Corp. Family Rating, Outlook Stable
KISSNER MILLING: Moody's Affirms B3 CFR, Outlook Stable
KISSNER MILLING: S&P Affirms 'B' Corp Credit Rating, Outlook Stable
LEXARIA CORP: Has $511K Net Loss in May 31 Quarter
LINN ENERGY: Moody's Lowers CFR to B2, Outlook Negative
LONG BEACH MEDICAL: Proposes Allocation of Sale Proceeds
LUCAS ENERGY: Hein & Associates Expresses Going Concern Doubt
METHES ENERGIES: Reports $905K Net Loss in May 31 Quarter
MMRGLOBAL INC: CFO Ingrid Safranek Resigns
MOTORS LIQUIDATION: GUC Trust Closes Sale of 19M of GM Shares
NEWLEAD HOLDINGS: Appoints New Director, CFO and Secretary
ONE SOURCE: To Make Payments to EverBank for Truck and Trailer Use
OSMOSE UTILITIES: Moody's Assigns 'B3' Corp. Family Rating
PASSAIC HEALTHCARE: Essex Settlement to Pave Way for Sale
PATRIOT COAL: Troutman Sanders Supplements Verified Statement
PENN VIRGINIA: Hires Jefferies for Financial Advice
PLUG POWER: Completes Acquisition of Hypulsion JV in Europe
REALOGY HOLDINGS: Posts $98 Million Net Income for Second Quarter
RICHMOND CITY: Moody's Lowers Issuer Rating to 'Ba1'
RR DONNELLEY: Moody's Affirms Ba2 CFR & Changes Outlook to Dev.
SCIENTIFIC GAMES: Reports Second Quarter 2015 Results
SEANERGY MARITIME: Amends Form F-3 Prospectus with SEC
SEARS HOLDINGS: Edward Lampert Reports 52.5% Stake as of July 31
SEARS HOLDINGS: Provides Update on Financial Performance
SHILO INN: Stay Lifted for CB&T to Enforce Rights on Properties
SIGNAL INT'L: Has Interim OK to Pay $250K to Critical Vendors
SMILE BRANDS: Moody's Lowers CFR to Caa2, Outlook Negative
STELLAR BIOTECHNOLOGIES: Signs Collaboration Pact with Ostiones
SULLIVAN INTERNATIONAL: Court OKs Donlin Recano as Noticing Agent
SULLIVAN INTERNATIONAL: Hires 3C Advisors as Financial Advisor
SULLIVAN INTERNATIONAL: Taps Sullivan Hill as Bankruptcy Counsel
TENET HEALTHCARE: Reports $61 Million Net Loss for Second Quarter
TERRAFORM PRIVATE: S&P Assigns 'B' Corp. Credit Rating
TEXOMA PEANUT: Court Dismisses Reorganization Cases
TIERRA DEL REY: US Trustee to Continue Meeting on Sept. 22
TIERRA DEL REY: US Trustee Unable to Form Creditors' Committee
TRANS-LUX CORP: Amends Preliminary Prospectus with SEC
TRUMP ENTERTAINMENT: Watchdog Challenges Sale of Golf Club
VIVARO CORP: Leucadia Settlement Agreement Approved
WEST COAST: Committee Okayed to Retain Blakeley LLP as Counsel
WEST COAST: Owner Selling Assets to Gillespie for $7.3 Million
WESTMORELAND COAL: Incurs $37.8 Million Net Loss in 2nd Quarter
WESTMORELAND COAL: Wartell Reports 5.8% Stake as of July 21
WHITTEN FOUNDATION: US Trustee to Schedule Another 341 Meeting
WHITTEN FOUNDATION: US Trustee Unable to Form Creditors' Committee
YELLOWSTONE MOUNTAIN: 9th Circuit Sanctions Blixseth Lawyer
[*] Carl Marks Expands Investment Banking & Consulting Team
[*] Emissions Rules Could Push More Coal Producers to Ch. 11
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
800 BUILDING: Claims Bar Date Slated for September 15
-----------------------------------------------------
The Hon. Jacqueline P. Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois set Sept. 15, 2015, at 4:00 p.m., as
deadline for creditors of The 800 Building LLC to file proofs of
claim against the Debtor.
All governmental units must file their claims against the Debtor on
Nov. 12, 2015.
Proofs of claim must be received by the Clerk of the Court at:
Clerk of the U.S. Bankruptcy Court
219 South Dearborn Street, Room 713
Chicago, Illinois 60604
About The 800 Building
The 800 Building, LLC, owns and operates two adjacent but related
rental properties in downtown Louisville, Kentucky: (a) a 246-unit
residential apartment building known as The 800 Building, with a
street address of 800 South 4th Street; and (b) a 48-slot parking
garage, with a street address of 820 South 4th Street. The company
is owned by Leon and Helen Petcov and is managed by Leon Petcov.
The 800 Building, LLC sought Chapter 11 protection (Bankr. N.D.
Ill. Case No. 15-17314) on May 15, 2015.
The case is assigned to Judge Pamela S. Hollis. The Debtor tapped
Phillip W. Nelson, Esq., at Locke Lord LLP, in Chicago, as counsel.
800 BUILDING: Files Amended List of Real Properties
---------------------------------------------------
The 800 Building LLC filed with the U.S. Bankruptcy Court for the
Northern District of Illinois an amended Schedule showing the list
of the Debtor's real property. A full-text copy of the amended
list is available for free at http://is.gd/AuQC0H
About The 800 Building
The 800 Building, LLC, owns and operates two adjacent but related
rental properties in downtown Louisville, Kentucky: (a) a 246-unit
residential apartment building known as The 800 Building, with a
street address of 800 South 4th Street; and (b) a 48-slot parking
garage, with a street address of 820 South 4th Street. The company
is owned by Leon and Helen Petcov and is managed by Leon Petcov.
The 800 Building, LLC sought Chapter 11 protection (Bankr. N.D.
Ill. Case No. 15-17314) on May 15, 2015.
The case is assigned to Judge Pamela S. Hollis. The Debtor tapped
Phillip W. Nelson, Esq., at Locke Lord LLP, in Chicago, as counsel.
808 RENEWABLE ENERGY: MaloneBailey Expresses Going Concern Doubt
----------------------------------------------------------------
808 Renewable Energy Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the fiscal
year ended Dec. 31, 2014.
The Company reported a net loss of $4.55 million on $415,000 of net
revenue in 2014, compared with a net loss of $1.2 million on $1.06
million of net revenue in 2013.
The Company's balance sheet at Dec. 31, 2014, showed $7.26 million
in total assets, $487,000 in total liabilities and stockholders'
equity of $6.77 million.
MaloneBailey, LLP, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company has
suffered recurring losses from operations and negative cash flows
from operations.
A copy of the Form 10-K is available at:
http://is.gd/4rq4w4
Garden Grove, Calif.-based 808 Renewable Energy Corporation --
http://www.808renewableenergy.com/-- engages in the design,
construction, engineering, and management of energy systems in the
United States. Its energy systems produce electricity, gas, heat,
or cooling from renewable sources of energy. The company is also
involved in the purchase and sale of power generation equipment.
ALLIED NEVADA: Court Approves Navigant as Equity Panel's Advisor
----------------------------------------------------------------
The Official Committee of Equity Security Holders of Allied Nevada
Gold Corp. and its debtor-affiliates sought and obtained
authorization from the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to retain Navigant Consulting,
Inc. as financial advisor to the Equity Committee, nunc pro tunc to
June 3, 2015.
The Equity Committee requires Navigant Consulting to:
(a) draft a written report on the enterprise valuation of
Debtors, including the Hycroft Mine and any adjacent
exploration properties, based on Debtors' filed plan or
plans of reorganization and an alternative optimized plan
to develop and operate the Hycroft Mine and any adjacent
exploration properties;
(b) analyze the debt service capability of a reorganized
entity;
(c) analyze alternative extraction methods and their effect on
the enterprise valuation;
(d) analyze and monitor Debtors' cash management strategies,
including debtor-in-possession financing and post-petition
operational performance;
(e) analyze financial information provided to the Equity
Committee by Debtors, secured lenders, noteholders, the
Court, the creditors' committee, the UST, and other
parties-in-interest, including, without limitation, monthly
operating reports, other filings, and any requested
financial information;
(f) assist the Equity Committee's other professionals in the
preparation of pleadings and documents in connection with
the Chapter 11 Cases;
(g) provide testimony at hearings as needed in connection with
the Chapter 11 Cases;
(h) prepare information and analyses as needed in connection
with the analysis and negotiation of any plans of
reorganization and disclosure statement proposed by Debtors
or any other party;
(i) provide assistance to the Equity Committee in developing,
structuring, evaluating, and negotiating terms and
conditions of any restructuring or plan of reorganization,
including analysis with respect to the value of securities,
proposed warrants, and related Black-Scholes calculations;
(j) provide general business advice and consulting service to
the Equity Committee and its other professionals in
connection with the Chapter 11 Cases as requested;
(k) assist in analyzing any potential sales or disposition of
Debtors' assets and possible alternatives, including,
without limitation, possible joint ventures or streaming
agreements;
(l) review and analyze any proposed transactions for which
Debtors seeks Court approval;
(m) perform forensic analysis of current and prior
transactions, cash transfers, purchases, and acquisitions
involving Debtors;
(n) perform analysis of Debtors' prepetition property,
liabilities, and financial condition, and the transfers to
and accounts with and among Debtors' affiliates;
(o) provide support for any bankruptcy court proceedings
necessary or appropriate to the maximization of recovery by
the Equity Committee's constituents, including serving as
an expert witness or providing other testimony;
(p) provide valuations concerning financial, business, and
economic issues;
(q) attend meetings of the Equity Committee and other
constituencies, and their respective professionals,
bankruptcy court hearings, and participation in such
other matters and on such occasions as the Equity Committee
may, from time-to-time, request; and
(r) provide such other services as the Equity Committee may,
from time-to-time, deem necessary or appropriate.
Navigant Consulting will be paid at these hourly rates:
Brent Kaczmarek, Managing Director $525
Garrett Rush, Managing Director $525
Mike Kennelly, Managing Director $525
Kiran Sequeira, Managing Director $525
Directors/Associate Directors $525
Managing Consultants $425
Consultants/Senior Consultants $325
Navigant Consulting will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Garrett W. Rush, managing director of Navigant Consulting, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Navigant Consulting can be reached at:
Garrett W. Rush
NAVIGANT CONSULTING, INC.
1200 19th Street, NW Suite 700
Washington, DC 20036
Tel: (202) 481-7345
E-mail: garrett.rush@navigant.com
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. The Equity Committee is represented by Cole
Schotz P.C.'s Patrick J. Reilley, Esq., and Nicolas J. Brannick,
Esq.; and LeClairRyan's Janice B. Grubin, Esq., Gregory J.
Mascitti, Esq., Richard A. McGuirk, Esq., and Michael J.
Crosnicker, Esq. The Equity Committee has hired Navigant
Consulting, Inc. as financial advisor; and Runge, Inc. dba
RungePincockMinarco as technical mining expert.
* * *
Allied Nevada Gold Corp., et al.'s joint 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
A hearing will be held before Judge Walrath on August 20, 2015, at
11:30 a.m. (Prevailing Eastern Time), to consider approval of the
disclosure statement explaining the Plan.
ALLIED NEVADA: Equity Panel Can Hire Runge Inc as Mining Expert
---------------------------------------------------------------
The Official Committee of Equity Security Holders of Allied Nevada
Gold Corp. and its debtor-affiliates sought and obtained
authorization from the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to retain Runge, Inc. dba
RungePincockMinarco as technical mining expert for the Equity
Committee, nunc pro tunc to May 31, 2015.
The Equity Committee requires Runge Inc to:
-- advise and assist the Equity Committee in assessing Debtors'
mining and processing operations;
-- advise and assist the Equity Committee in reviewing and
analyzing Debtors' resources and reserves;
-- advise and assist the Equity Committee in reviewing and
analyzing Debtors' expansion plans and construction
projects;
-- conduct a site inspection of the Hycroft mine;
-- review documents and information related to Debtors' assets,
mining and processing operations, resources and reserves,
and expansion plans and construction projects; and
-- develop a valuation report of Debtors.
Runge Inc will be paid at these hourly rates:
Tim J. Swendseid $300
Frank K. Fenne $275
John D. Zeise $275
Brandon Douglas $250
Don M. Larsen $275
Richard Addison $275
Casey Kaptur $275
Project Assistant $80
Runge Inc will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Tim J. Swendseid, president of Runge Inc, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Runge Inc can be reached at:
Tim J. Swendseid
RUNGE, INC. dba RUNGEPINCOCKMINARCO
165 South Union Blvd., Suite 950
Lakewood, CO 80228
Tel: (303) 986-6950
Fax: (303) 987-8907
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. The Equity Committee is represented by Cole
Schotz P.C.'s Patrick J. Reilley, Esq., and Nicolas J. Brannick,
Esq.; and LeClairRyan's Janice B. Grubin, Esq., Gregory J.
Mascitti, Esq., Richard A. McGuirk, Esq., and Michael J.
Crosnicker, Esq. The Equity Committee has hired Navigant
Consulting, Inc. as financial advisor; and Runge, Inc. dba
RungePincockMinarco as technical mining expert.
* * *
Allied Nevada Gold Corp., et al.'s joint 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
A hearing will be held before Judge Walrath on August 20, 2015, at
11:30 a.m. (Prevailing Eastern Time), to consider approval of the
disclosure statement explaining the Plan.
ALPHA NATURAL: Moody's Lowers Corp. Family Rating to 'C'
--------------------------------------------------------
Moody's Investors Service downgraded Alpha Natural Resources, Inc's
Corporate Family Rating (CFR) to C from Caa3, and the Probability
of Default Rating (PDR) to D-PD from Caa3-PD. Moody's also
downgraded the first lien term loan to C from B3, second lien notes
to C from Caa3, and the senior unsecured notes to C from Ca. The
downgrades were prompted by the Alpha's announcement that that the
company and certain of its wholly-owned subsidiaries have filed for
relief under Chapter 11 of the U.S. Bankruptcy Code in the
Bankruptcy Court for the Eastern District of Virginia in Richmond
on Aug. 3, 2015. The outlook is stable. Subsequent to the
actions, Moody's will withdraw all ratings and the outlook.
Downgrades:
Issuer: Alpha Natural Resources, Inc
Corporate Family Rating (Local Currency), Downgraded to C from
Caa3
Probability of Default Rating, Downgraded to D-PD from Caa3-PD
Senior Secured Bank Credit Facility (Local Currency), Downgraded
to C, LGD2 from B3, LGD2
Senior Secured Regular Bond/Debenture (Local Currency),
Downgraded to C, LGD3 from Caa3, LGD3
Regular Bond/Debenture (Local Currency), Downgraded to C, LGD5
from Ca, LGD5
Withdrawn:
Speculative Grade Liquidity Rating - SGL-3
Outlook Actions:
Outlook, changed to Stable
RATINGS RATIONALE
Previously on April 2, 2015, Moody's downgraded the corporate
family rating (CFR) of Alpha to Caa3 from Caa1 and the probability
default rating (PDR) to Caa3-PD from Caa1-PD, reflecting continued
stress in the coal sector and the company's completion of debt
repurchases of an aggregate of $593 million, which qualified as a
limited default under Moody's definition of default.
Alpha Natural Resources is one of the largest coal companies in the
US, and the largest US producer and exporter of metallurgical (met)
coal. The company's operations are located in the Central
Appalachia (CAPP) and Northern Appalachia (NAPP) regions, as well
as the Powder River Basin (PRB). In 2014, Alpha generated revenues
of $4.3 billion
The principal methodology used in these ratings was Global Mining
Industry published in August 2014. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
ALTISOURCE SOLUTIONS: Moody's Affirms 'B3' CFR, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Altisource Solutions S.a.r.l.'s
B3 senior secured bank credit facility and corporate family
ratings. The outlook was changed to stable from negative.
RATINGS RATIONALE
The change in outlook reflects the modest improvement in
Altisource's financial profile as a result of improvement in
Ocwen's stability and a growing view of Altisource's ability to
manage in the event of a material reduction in Ocwen related
revenues.
Altisource's financial position continues to be highly reliant on
Ocwen Financial Corp (B2 stable) from whom 59% of Altisource's
revenues are derived. Altisource has made expanding its businesses
and building out its suite of products a priority with modest
success. However, such businesses currently make a very small
contribution to total revenues.
Altisource's services agreements with Ocwen run through 2025.
However, approximately 60% of Altisource's default related services
revenue are for loans that Ocwen services for New Residential
Investment Corp. (unrated). Ocwen could be terminated as servicer
at New Residential's option after April 2017 if Ocwen's does not
comply with its minimum servicer quality rating by then.
Therefore, Altisource's revenue related to this arrangement is at
risk, and without a significant increase in revenues from other
businesses, Altisource would be challenged to generate positive
income.
Altisource's ratings could be upgraded in the event of a
strengthening in the company's financial profile through for
example greater certainty with respect to the New Residential/Ocwen
agreement, a significant increase in income from the company's
non-Ocwen businesses, or significant deleveraging.
Altisource's ratings could be downgraded in the event of a material
reduction in net income or increase in leverage.
The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.
AMAG PHARMACEUTICALS: S&P Raises Corp. Credit Rating to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Waltham, Mass.-based AMAG Pharmaceuticals Inc. to 'B+'
from 'B'. The outlook is stable.
At the same time, S&P assigned a 'BB' issue-level rating and '1'
recovery rating to AMAG's $350 million senior secured first-lien
term loan due 2021. The '1' recovery rating reflects S&P's
expectation of very high (90% to 100%) recovery in the event of
default. S&P also assigned a 'B+' issue-level rating and '4'
recovery rating to AMAG's $450 million senior unsecured notes due
2023. The '4' recovery rating reflects S&P's expectation of
average (30% to 50%, on the low end of the range) recovery in the
event of payment default.
"The rating upgrade reflects higher profitability than we
originally expected, complemented by a new business that will
preserve good margins," said Standard & Poor's credit analyst
Michael Berrian. In particular, stronger-than-expected performance
of Makena drove more than $100 million of EBITDA and about $70
million of free cash flow in the first half of 2015, both of which
are on track to exceed our prior estimates of $176 million and $125
million, respectively. Moreover, following the recent equity
offering, S&P expects AMAG to have $400 million of pro forma cash
on its balance sheet.
The stable outlook reflects S&P's expectation that continued growth
of Makena and Feraheme, and the benefit from CBR, will provide
above-industry average revenue growth and EBITDA expansion that
will contribute to free cash flow generation and leverage between
4x and 5x through the end of 2016. Despite the potential for very
rapid deleveraging, S&P believes the company will give priority to
acquisitions over debt reduction and will keep leverage at more
than 4x.
S&P could lower the rating if its base-case revenue growth and
EBITDA generation expectations are less than S&P expects because of
lower-than-anticipated market share gains, patient compliance with
Makena, or the inability to grow CBR. This would contribute to
leverage of about 5x and FFO to total debt of 12% or less. Fiscal
2016 revenue growth contracting to less than 2%, coupled with gross
margins contracting by at least 400 basis points would contribute
to this outcome.
The continued lack of scale, need for a longer proven trajectory of
sales growth, and need to integrate and grow CBR precludes a higher
rating over the next year.
AMERICAN APPAREL: Amends Lease with Alameda Square
--------------------------------------------------
American Apparel, Inc., entered into a Second Amendment to Standard
Industrial/Commercial Single-Tenant Lease-Net with Alameda Square
Owner LLC for its two leased buildings in downtown Los Angeles,
California.
The Amendment reduces certain rent, fees, interest and
reimbursements incurred primarily from periods in the first half of
2014 from $2,995,140 to $1,800,000 (which amount will be due in
eleven monthly installments, starting on April 1, 2016 and ending
on Feb. 1, 2017) and reduces the base rent for the remaining
premises under the Lease by fifty percent (for the period
commencing on April 1, 2016, through the end of the term of the
Lease). The Company also agreed to pay certain legal expenses of
Alameda in connection with the Amendment.
Under the terms of the Amendment, the Company will vacate one of
the leased buildings (an under-utilized 400,000 sq ft building not
occupied by any manufacturing or distribution operations) on or
before March 31, 2016, reducing annual rent costs under the Lease
by approximately $2,100,000. The Company will continue to occupy
the second 400,000 sq ft building housing its corporate offices and
manufacturing operations.
About American Apparel
American Apparel is a vertically-integrated manufacturer,
distributor, and retailer of branded fashion basic apparel based
in downtown Los Angeles, California. As of Sept. 30, 2014,
American Apparel had approximately 10,000 employees and operated
245 retail stores in 20 countries including the United States and
Canada. American Apparel also operates a global e-commerce site
that serves over 60 countries worldwide at
http://www.americanapparel.com. In addition, American Apparel
operates a leading wholesale business that supplies high quality
T-shirts and other casual wear to distributors and screen
printers.
Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.
In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being. Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece. The deal allows the investors to purchase additional
27.4 million shares at the same price.
American Apparel reported a net loss of $68.8 million in 2014, a
net loss of $106 million in 2013 and a net loss of $37.3
million in 2012.
As of March 31, 2015, the Company had $271 million in total
assets, $416 million in total liabilities and a $144 million total
stockholders' deficit.
* * *
The TCR reported on Nov. 21, 2013, that Moody's Investors Service
downgraded American Apparel Inc.'s corporate family rating to
Caa2. The clothing retailer's probability of default was also
lowered one level and the outlook is negative.
As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Los Angeles-based
American Apparel Inc. to 'CCC-' from 'CCC'. The outlook is
negative.
AMERICAN AXLE: Appoints President, Vice President and CFO
---------------------------------------------------------
American Axle & Manufacturing Holdings, Inc. announced the
appointment of Michael K. Simonte to president and Christopher J.
May to vice president & chief financial officer effective Aug. 1,
2015. David C. Dauch will remain as chairman and chief executive
officer. Mr. Simonte and Mr. May will report to Mr. Dauch.
Michael K. Simonte, 51, has been with AAM for nearly 17 years, most
recently serving as executive vice president & CFO and previously,
treasurer. His experience while in these senior corporate
positions includes external reporting, internal controls, global
tax planning, financial strategy, budgeting, forecasting, capital
structure oversight, cash management and investor relations. In
addition to his broad financial background, he has extensive
leadership experience at the operating level that includes
overseeing capital allocation, managing commercial negotiations,
executing restructuring activities and directing the Company's
information technology function.
"Mike has been instrumental to our profitable growth and success,
and a key leader in building a solid financial foundation for AAM,"
said David C. Dauch, Chairman and CEO of AAM. "His financial
experience will be of great benefit to our operations as we
continue to implement our growth strategies while driving
operational efficiencies to build stakeholder value through
operational excellence, quality and technology leadership."
Christopher J. May, 45, has held positions of increasingly
significant responsibility during his 21 years with the company.
He served most recently as treasurer and previously, assistant
treasurer. His experience includes various positions within AAM's
financial reporting, internal audit and operations finance
departments. Over the last several years, he has led the company's
efforts to refinance our capital structure while building strong
financial processes within the organization. He holds a Masters of
Business Administration degree from University of Detroit - Mercy,
and a Bachelor of Science degree in Accounting from Canisius
College. Mr. May also holds a CPA designation.
"Chris has demonstrated outstanding leadership in our finance
organization since joining the company in 1994," said Dauch. "His
deep institutional knowledge will allow for a smooth transition and
an immediate positive impact on the future direction of our
company. I am confident that Chris will continue to effectively
lead the finance organization in support of our plan to sustain
solid profitability and improved free cash flow performance."
AAM also announced the appointment of Alberto L. Satine to
President, Driveline Business Unit (Senior Vice President - AAM
Corporate) and Norman Willemse to President, Metal Formed Products
(Senior Vice President - AAM Corporate). Mr. Satine and Mr.
Willemse will report to Mr. Simonte.
About American Axle
Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.
As of June 30, 2015, the Company had $3.3 billion in total assets,
$3.1 billion in total liabilities and $205.2 million in total
stockholders' equity.
* * *
In September 2012, Moody's Investors Service affirmed the 'B1'
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) of American Axle.
American Axle carries a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services. "The 'BB-' corporate credit
rating on American Axle reflects the company's 'weak' business
risk profile and 'aggressive' financial risk profile, which
incorporate substantial exposure to the highly cyclical light-
vehicle market," S&P said, as reported by the TCR on Sept. 6,
2012.
As reported by the TCR on Sept. 1, 2014, Fitch Ratings had
upgraded the Issuer Default Ratings (IDRs) of American Axle &
Manufacturing Holdings, Inc. (AXL) and its American Axle &
Manufacturing, Inc. (AAM) subsidiary to 'BB-' from 'B+'. The
upgrade of the IDRs for AXL and AAM is supported by the
fundamental improvement in the drivetrain and driveline supplier's
credit profile over the past several years.
AMERICAN AXLE: Posts $58.6 Million Net Income for Second Quarter
----------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc. filed with the
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $58.6 million on $1 billion of net
sales for the three months ended June 30, 2015, compared to net
income of $52.2 million on $946.9 million of net sales for the same
period during the prior year.
For the six months ended June 30, 2015, the Company reported net
income of $111.8 million on $1.9 billion of net sales compared to
net income of $85.8 million on $1.8 billion of net sales for the
same period in 2014.
As of June 30, 2015, the Company had $3.3 billion in total assets,
$3.1 billion in total liabilities and $205.2 million in total
stockholders' equity.
"AAM's second quarter financial performance was highlighted by
quarterly records for sales and profit dollars, driven by sales
growth that continues to outpace the industry and strong
operational performance," said AAM's Chairman, President & Chief
Executive Officer, David C. Dauch. "AAM remains focused on
flawlessly launching new customer programs in the second half of
2015, many of which feature AAM's advanced product technologies
designed to increase fuel efficiency, advance lightweighting
initiatives and improve safety, ride and handling performance.
These innovative solutions strongly position us to expand and
diversify AAM's customer base and product portfolio, while
continuing to deliver excellent profit and cash flow performance
for the benefit of all key stakeholders."
A copy of the Form 10-Q is available for free at:
http://is.gd/Lh2e48
About American Axle
Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.
* * *
In September 2012, Moody's Investors Service affirmed the 'B1'
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) of American Axle.
American Axle carries a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services. "The 'BB-' corporate credit
rating on American Axle reflects the company's 'weak' business
risk profile and 'aggressive' financial risk profile, which
incorporate substantial exposure to the highly cyclical light-
vehicle market," S&P said, as reported by the TCR on Sept. 6,
2012.
As reported by the TCR on Sept. 1, 2014, Fitch Ratings had
upgraded the Issuer Default Ratings (IDRs) of American Axle &
Manufacturing Holdings, Inc. (AXL) and its American Axle &
Manufacturing, Inc. (AAM) subsidiary to 'BB-' from 'B+'. The
upgrade of the IDRs for AXL and AAM is supported by the
fundamental improvement in the drivetrain and driveline supplier's
credit profile over the past several years.
ANDALAY SOLAR: Amends 150M Shares Preliminary Resale Prospectus
---------------------------------------------------------------
Andalay Solar, Inc., has amended its Form S-1 registration
statement with the Securities and Exchange Commission relating to
to the offer and resale of up to 150,000,000 shares of its common
stock, par value $0.001 per share, by Southridge Partners II LP.
All of those shares represent shares that Southridge has agreed to
purchase if put to it by the Company pursuant to, and subject to
the volume limitations and other limitation of, the terms of the
Equity Purchase Agreement the Company entered into with them on
Dec. 10, 2014.
On Dec. 11, 2014, the Company filed a Registration Statement on
Form S-1 to register 85,000,000 shares of common stock related to
our December Equity Purchase Agreement with Southridge and on
Jan. 16, 2015, the Securities and Exchange Commission declared the
Registration Statement effective. To date, the Company has drawn
down approximately $1,105,000 from the sale of 84,113,042 shares of
common stock from the December Equity Agreement. Subject to the
terms and conditions of the December Equity Purchase Agreement the
Company has the right to "put," or sell, up to $5,000,000 worth of
shares of its common stock to Southridge, of which approximately
$1,105,000 worth of shares have been sold and approximately
$3,895,000 remains available for sale.
The Company's common stock became eligible for trading on the OTCQB
on Sept. 6, 2012. On May 15, 2015, the Company began trading on
the OTCPink and then on July 20, 2015, the Company's stock became
eligible for trading on the OTCQB. The Company's common stock is
quoted on the OTCQB under the symbol "WEST". The closing price of
the Company's stock on July 17, 2015, was $0.01.
A copy of the Form S-1/A Prospectus is available at:
http://is.gd/LXIgcX
About Andalay Solar
Founded in 2001, Andalay Solar, Inc., formerly Westinghouse Solar,
Inc., is a provider of innovative solar power systems. In 2007,
the Company pioneered the concept of integrating the racking,
wiring and grounding directly into the solar panel. This
revolutionary solar panel, branded "Andalay", quickly won industry
acclaim. In 2009, the Company again broke new ground with the
first integrated AC solar panel, reducing the number of components
for a rooftop solar installation by approximately 80 percent and
lowering labor costs by approximately 50 percent. This AC panel,
which won the 2009 Popular Mechanics Breakthrough Award, has
become the industry's most widely installed AC solar panel. A new
generation of products named "Instant Connect" was introduced in
2012 and is expected to achieve even greater market acceptance.
Andalay Solar reported a net loss attributable to common
stockholders of $1.87 million for the year ended Dec. 31, 2014,
compared with a net loss attributable to common stockholders of
$3.85 million for the year ended Dec. 31, 2013.
As of March 31, 2015, the Company had $2.55 million in total
assets, $4.68 million in total liabilities and a $2.12 million
total stockholders' deficit.
Burr Pilger Mayer, Inc., in San Jose, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company's significant
operating losses and negative cash flow from operations raise
substantial doubt about its ability to continue as a going concern.
ANIXTER INC: Moody's Confirms Ba2 CFR, Outlook Negative
-------------------------------------------------------
Moody's Investors Service confirmed Anixter Inc.'s Ba2 Corporate
Family Rating ("CFR") and Ba2-PD Probability of Default Rating
following the company's announcement that it will acquire HD
Supply's Power Solutions division for approximately $825 million.
In related rating actions, Moody's: 1) confirmed the Ba3 rating
assigned to Anixter's $350 million senior unsecured notes due 2019;
2) confirmed the Ba3 rating assigned to Anixter's $400 million
senior unsecured notes due 2021; 3) assigned a Ba3 rating to the
proposed $350 million senior unsecured notes due 2023; and 4)
changed Anixter's outlook to negative. This concludes the review
Moody's initiated July 16, 2015.
These ratings/assessments will also be affected by this action:
Corporate Family Rating confirmed at Ba2;
Probability of Default Rating confirmed at Ba2-PD;
$350 million senior unsecured notes due 2019 confirmed at Ba3, to
(LGD5) from (LGD4);
$400 million senior unsecured notes due 2021 confirmed at Ba3, to
(LGD5) from (LGD4);
$350 million senior unsecured notes due 2023 assigned Ba3 (LGD5);
and
Speculative grade liquidity rating affirmed at SGL-2.
RATINGS RATIONALE:
The Ba2 CFR is supported by Anixter's large scale, healthy cash
flow available to reduce debt, and its commitment to reduce
financial leverage. Its product, geographic and customer
diversity, also support the rating. End market demand has proven
to be resilient through various economic cycles. Moody's
anticipates the acquisition of Power Solutions will enhance
Anixter's existing product portfolio and end market penetration.
The rating is constrained by the company's low margins, low organic
growth, and elevated financial leverage.
OUTLOOK:
The negative outlook reflects increased vulnerability to credit
deterioration due to integration risks, and elevated financial
leverage. Increased borrowings used to finance Anixter's
acquisition of Power Solutions will increase its debt-to-EBITDA
leverage above Moody's stated downgrade trigger of 3.5x at close.
What could change the rating -- Up:
The rating outlook may be stabilized once debt-to-EBITDA leverage
is driven comfortably below 3.5x and the company successfully
completes the integration of Power Solutions. Consideration for
upgrade for Anixter would be possible once (EBITDA -- CapEx) /
Interest Expense is sustained above 5.25x and adjusted Debt/EBITDA
is sustained below 2.25x (all ratios incorporate Moody's standard
adjustments).
What could change the rating -- Down:
A downgrade could ensue if Anixter fails to improve operating
performance such that (EBITDA -- CapEx) / Interest Expense falls
towards 2.5x and adjusted Debt/EBITDA remains above 3.5x longer
than currently expected. Significant debt-financed acquisitions,
sizeable share repurchases, special dividends that increase debt
levels or negatively impact Anixter's liquidity profile will also
adversely affect the ratings.
The principal methodology used in these ratings was Global
Distribution & Supply Chain Services published in November 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
Corporate Profile:
Headquartered in Glenview, Illinois, Anixter, Inc. is a global
distributor of communications products, electrical and electronic
wire and cable, and OEM supply. The company's end users include
enterprises, data centers, manufacturers, natural resources
companies, utilities and original equipment manufacturers. Revenues
on a pro forma basis inclusive of HD Power Supply for the 12 months
ended April 3, 2015, total approximately $7.8 billion. All Moody's
calculations include its standard adjustments.
Power Solutions distributes pole line equipment, lighting, wire and
cable (W&C) and MRO products to investor owned utilities, public
power utilities, electrical contractors and industrial business end
markets. Power Solutions reported $1.9 billion of revenue at FYE
2014.
APPVION INC: Moody's Lowers CFR to B2, Outlook Stable
-----------------------------------------------------
Moody's Investors Service downgraded Appvion Inc.'s corporate
family rating (CFR) to B2 from B1, probability of default rating
(PDR) to B2-PD from B1-PD, and second lien senior secured notes to
B3 from B2. The revolving credit facility and first-lien term loan
were affirmed at Ba2, and the speculative grade liquidity rating
remains SGL-2. The rating outlook is stable.
The downgrade reflects the smaller, less-diversified company that
Appvion becomes following the sale of its high margin
micro-encapsulation business for $208 million. Over the past
several years, the growing encapsulation business (which generated
about 20% of the company's LTM EBITDA) mitigated some of the
financial effects of lower than trend thermal paper prices and
declining carbonless paper markets. Most of the net proceeds from
sale will be used to pay down debt ($165 million); the balance will
be used to further reduce debt if not spent on capital investments
or acquisitions within one year. While Appvion's debt will
immediately decrease by almost 30%, it will still leave the company
with high pro forma leverage (adjusted debt to EBITDA) of about 9x
(LTM March 2015) given the current cyclically low thermal paper
prices.
Issuer: Appvion, Inc.
Downgrades:
Corporate Family Rating, Downgraded to B2 from B1
Probability of Default Rating, Downgraded to B2-PD from B1-PD
Senior Secured Regular Bond/Debenture, Downgraded to B3(LGD4)
from B2(LGD5)
Affirmations:
Senior Secured First Lien Term Loan, Affirmed Ba2(LGD2)
Senior Secured Revolving Credit Facility, Affirmed Ba2(LGD2)
Outlook Actions:
Outlook, Remains Stable
RATINGS RATIONALE
Appvion's B2 corporate family rating reflects high adjusted
leverage, the secular decline in the demand for the company's
carbonless paper business and the cash repurchase obligations
related to its employee stock ownership plan. The ratings also
consider the company's leading global market positions in thermal
and carbonless papers and expectations that the company's exposure
to potential contingencies associated with environmental issues
have been capped. Over the mid-term, the growth of the company's
thermal and specialty paper businesses are expected to partially
offset the decline in the company's carbonless paper business.
Appvion's speculative grade liquidity rating of SGL-2 reflects the
company's good liquidity position. Following the sale of the
micro-encapsulation business, Appvion has approximately $2 million
of cash (excluding $35 million reserved for potential acquisitions,
investments or further debt reduction), and essentially full
availability under its $75 million revolving credit facility due
2018. In connection with the sale, Appvion reduced the size of its
revolver to $75 million (from $100 million) and replaced existing
springing covenants with two new maintenance financial covenants.
Moody's estimates cash consumption of about $20 million over the
next four quarters. Appvion has modest debt maturities over the
next 12 months (about $2 million) and covenant issues are not
expected over the near term. Most of the company's assets are
encumbered.
The stable outlook reflects Moody's expectations of declining
carbonless and thermal point-of-sale receipt paper volumes offset
by thermal tag, leisure and entertainment paper volume growth.
EBITDA margins are expected to improve as point-of-sale receipt
paper prices recover towards historic norms and as the company
realizes the full benefits of a lower cost paper supply contract.
An upgrade may be warranted if normalized adjusted debt to EBITDA
drops below 4.5 times and (RCF-CapEx)/TD approaches 5%. The rating
might be downgraded if normalized debt to EBITDA exceeds 6 times
and free cash flow is negative, most likely due to an inability to
replace declining carbonless paper volumes with either new or
existing products, a significant escalation in environmental costs
or a deterioration in liquidity.
The principal methodology used in these ratings was Global Paper
and Forest Products Industry published in October 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.
Appvion headquartered in Appleton, Wisconsin, manufactures
specialty coated paper products, including carbonless papers (60%
or EBITDA) and thermal papers (40% of EBITDA). In 2001, the
company was acquired by its employees through an employee stock
ownership plan (ESOP). LTM sales ending March 2015 were about $738
million excluding the micro-encapsulation business.
ARCH COAL: Reports $168 Million Net Loss for Second Quarter
-----------------------------------------------------------
Arch Coal, Inc. filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $168.1
million on $644.4 million of revenues for the three months ended
June 30, 2015, compared to a net loss of $96.8 million on $713.7
million of revenues for the same period in 2014.
For the six months ended June 30, 2015, the Company reported a net
loss of $281.3 million on $1.3 billion of revenues compared to a
net loss of $220.9 million on $1.4 billion of revenues for the same
period during the prior year.
As of June 30, 2015, the Company had $8 billion in total assets,
$6.6 billion in total liabilities and $1.4 billion in total
stockholders' equity.
A full-text copy of the Form 10-Q is available at:
http://is.gd/ep2xyc
About Arch Coal
Arch Coal, Inc.'s primary business is the production of thermal and
metallurgical coal from surface and underground mines located
throughout the United States, for sale to utility, industrial and
steel producers both in the United States and around the world. The
Company currently operates mining complexes in West Virginia,
Maryland, Virginia, Illinois, Wyoming and Colorado.
Arch Coal reported a net loss of $558.3 million in 2014, a net loss
of $641.8 million in 2013 and a net loss of $683.7 million in
2012.
* * *
The Troubled Company Reporter, on July 8, 2015, reported that
Fitch Ratings has downgraded the Issuer Default Rating of Arch
Coal, Inc. to 'C' from 'CCC'. The downgrade follows Arch Coal's
announcements of exchange offers which Fitch considers Distressed
Debt Exchanges in accordance with Fitch's Distressed Debt Exchange
criteria.
The TCR, on May 6, 2015, reported that Moody's Investors Service
downgraded the corporate family rating of Arch Coal, Inc to Caa3
from Caa1 and the probability default rating to Caa3-PD from
Caa1-PD. The downgrade follows the continued stress on the coal
sector, and the resulting deterioration in the company's credit
metrics. At the same time, Moody's downgraded the ratings on the
senior secured term loan and bank revolving facility to Caa1 from
B2, the second lien notes to Caa3 from Caa1, and all unsecured
notes to Ca, from Caa2. Moody's also affirmed the Speculative
Grade Liquidity rating of SGL-3. The outlook is negative.
As reported by the TCR on July 9, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on St.
Louis-based Arch Coal Inc. to 'CC' from 'CCC+'. Standard & Poor's
Ratings Services said it lowered its corporate credit rating on St.
Louis-based Arch Coal Inc. to 'CC' from 'CCC+'. The rating action
reflects Arch Coal's July 3, 2015, announcement of a private debt
exchange offer for its senior unsecured debt.
BB ISLAND: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: BB Island Capital, LLC
120 Milk Street, Suite 200
Boston, MA 02109
Case No.: 15-13105
Chapter 11 Petition Date: August 4, 2015
Court: United States Bankruptcy Court
District of Massachusetts (Boston)
Judge: Hon. Joan N. Feeney
Debtor's Counsel: Gary W. Cruickshank, Esq.
LAW OFFICES OF GARY W. CRUICKSHANK
21 Custom House Street, Suite 920
Boston, MA 02110
Tel: (617) 330-1960
Fax: (617) 330-1970
Email: gwc@cruickshank-law.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by John Horman, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
BELLE FOODS: Creditor Withdraws Bid to Retain Counsel
-----------------------------------------------------
Unsecured creditor Ronald Woodruff notified the U.S. Bankruptcy
Court for the Northern District of Alabama that he has withdrawn
the application for approval of employment of professional persons
erroneously filed in the Chapter 11 case of Belle Foods, LLC.
Mr. Woodruff had requested for permission to retain Lawrence T.
King and King Simmons, P.C. whose address is 5300 Cahaba River
Road, Suite 100, Birmingham, Alabama, as counsel to represent him
in a lawsuit; and assist him in carrying out his duties as
trustee.
About Belle Foods
Belle Foods, LLC, bought 57 stores from Southern Family Markets
LLC in 2012, and put the business into Chapter 11 reorganization
(Bankr. N.D. Ala. Case No. 13-81963) on July 1, 2013, in Decatur,
Alabama.
The chain is owned by a father and son who purchased the operation
with a $4 million secured term loan and $24 million revolving
credit from the seller. The stores are in Florida, Georgia,
Alabama and Mississippi.
D. Christopher Carson, Esq., Brent W. Dorner, Esq., and Marc P.
Solomon, Esq., at Burr & Forman, LLP, represent the Debtor as
counsel.
Attorneys at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama, and Otterbourg Steindler Houston & Rosen,
P.C., in New York, serve as co-counsel to the Official Committee
of Unsecured Creditors.
The Debtor reported total assets of $64,972,059 and estimated
liabilities of $16,627,087.
BENITEZ GONZALEZ: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Benitez Gonzalez & Asociados, SE
PO Box 361542
San Juan, PR 00936-154
Case No.: 15-05940
Chapter 11 Petition Date: August 4, 2015
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Debtor's Counsel: Charles Alfred Cuprill, Esq.
CHARLES A CUPRILL, PSC LAW OFFICE
356 Calle Fortaleza
Second Floor
San Juan, PR 00901
Tel: 787 977-0515
Email: cacuprill@cuprill.com
Total Assets: $0
Total Liabilities: $5.5 million
The petition was signed by Manuel E. Benitez Gonzalez, managing
partner.
A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/prb15-05940.pdf
BERRY PLASTICS: Reports Third Quarter Fiscal 2015 Results
---------------------------------------------------------
Berry Plastics Group, Inc. reported a consolidated net loss of $13
million on $1.2 billion of net sales for the quarterly period ended
June 27, 2015, compared to consolidated net income of $15 million
on $1.2 billion of net sales for the quarterly period ended June
28, 2014.
For the three quarterly periods ended June 27, 2015, the Company
reported consolidated net income of $38 million on $3.6 billion of
net sales compared to consolidated net income of $33 million on
$3.6 billion of net sales for the three quarterly periods ended
June 28, 2014.
As of June 27, 2015, the Company had $5 billion in total assets, $5
billion in total liabilities, $13 million in redeemable
non-controlling interest, and a stockholders' deficit of $87
million.
"We reported record operating EBITDA for any quarter in the
Company's history. Operating EBITDA improved by $7 million over
the same prior year quarter, primarily as a result of lower raw
material costs along with contributions and synergies from our
recent acquisitions. Additionally, we had strong cash generation
in the quarter, as cash flow from operations was $180 million
resulting in $140 million of adjusted free cash flow," said Jon
Rich, Chairman and CEO of Berry Plastics.
"We are increasing our 2015 fiscal year adjusted free cash flow
guidance to $400 million, up $50 million from our last earnings
call. Our revised guidance includes capital expenditures of $180
million, cash interest of $190 million, other cash costs of
approximately $35 million, and a source of working capital of $25
million. Our tax receivable agreement payment of $39 million
remains unchanged, stated Rich.
"We anticipate our fourth fiscal quarter sales volumes to be
consistent with the past several quarters. Despite overall market
weakness we have seen positive growth in several product categories
and continue to presume that the fundamentals of our end markets
have not changed as we remain focused on our strategic approaches
to help our customers."
A copy of the press release is available at http://is.gd/QnyYsd
About Berry Plastics
Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products. At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States. Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc. Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners. Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films. The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.
On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million. Pliant is a manufacturer of
films and flexible packaging for food, personal care, medical,
agricultural and industrial applications.
* * *
As reported by the TCR on Jan. 30, 2015, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to 'B1' from
'B2'. The upgrade of the corporate family rating reflects the
pro-forma benefits from the recent restructuring and acquisitions.
BON-TON STORES: Keith Plowman Retires as Chief Financial Officer
----------------------------------------------------------------
Keith E. Plowman has retired as executive vice president and chief
financial officer of The Bon-Ton Stores, Inc. effective Aug. 1,
2015, according to a document filed with the Securities and
Exchange Commission.
Pending the announcement of the new chief financial officer of the
Company, Michael W. Webb, senior vice president - chief accounting
officer of the Company, will serve as the Company's principal
financial officer in addition to serving in his current capacity as
the Company's principal accounting officer. Mr. Webb, age 54, has
served as senior vice president - chief accounting officer since
June 2015, as group vice president - chief accounting officer from
May 2013 to June 2015, as vice president - corporate accounting and
chief accountant from May 2010 to May 2013 and in other accounting
roles with the Company since May 1984. Mr. Webb is a certified
public accountant.
About Bon-Ton Stores
Bon-Ton Stores, a Pennsylvania corporation, was founded in 1898
and is a department store operator in the United States, offering a
broad assortment of brand-name fashion apparel and accessories for
women, men and children. The Company's merchandise offerings also
include cosmetics, home furnishings and other goods. The Company
currently operate 270 stores in 26 states in the Northeast, Midwest
and upper Great Plains under the Bon-Ton, Bergner's, Boston Store,
Carson's, Elder-Beerman, Herberger's and Younkers nameplates,
encompassing a total of approximately 25 million square feet.
Bon-Ton Stores reported a net loss of $6.97 million on $2.75
billion of net sales for the fiscal year ended Jan. 31, 2015,
compared to a net loss of $3.55 million on $2.77 billion of net
sales for the fiscal year ended Feb. 1, 2014. The Company reported
a net loss of $21.6 million for the fiscal year ended Feb. 2,
2013.
As of May 2, 2015, the Company had $1.6 billion in total assets,
$1.5 billion in total liabilities and $54.4 million in total
shareholders' equity.
* * *
As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded Bon-Ton Stores's Corporate Family Rating to 'B3' from
'Caa1' and its Probability of Default Rating to 'B3-PD' from
'Caa1-PD'.
"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.
As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on Bon-Ton
Stores.
BRUGNARA PROPERTIES: Amends Schedule of Non-Priority Claims
-----------------------------------------------------------
Brugnara Properties VI filed with the U.S. Bankruptcy Court for the
Northern District of California an amended schedule of creditors
holding unsecured non-priority claims (Schedule F). A copy of the
document is available for free at:
http://bankrupt.com/misc/BrugnaraProperties_84_amendedSAL.pdf
In its schedules filed in 2010, the Debtor disclosed:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $17,800,000
B. Personal Property $0
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $11,666,750
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-priority
Claims $1,000
----------- -----------
TOTAL $17,800,000 $11,667,750
About Brugnara Properties VI
Brugnara Properties VI filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 14-31867) in San Francisco, California, on Dec.
31,2014, without stating a reason.
On Jan. 2, 2015, Judge Hannah L. Blumensteil of the U.S. Bankruptcy
Court for the Northern District of California transferred the
Chapter 11 case of Brugnara Properties to Judge Dennis Montali.
The Debtor estimated $10 million to $50 million in assets and
less than $10 million in debt.
The Debtor disclosed that Wells Fargo Home Mortgage is owed
$6.15 million on a first note secured by the Debtor's property,
and Saxe Mortgage Co. is owed $1.7 million on a second
note. The deadline for filing claims was May 4, 2015.
The Debtor is represented by Erik G. Babcock, Esq., at Law
Office of Erik G. Babcock, in Oakland, California.
BRUGNARA PROPERTIES: Ch. 11 Case Ordered Dismissed
--------------------------------------------------
Judge Edward J. Emmons of the United States Bankruptcy Court for
the Northern District of California, San Francisco, dismissed
Brugnara Properties, VI's Chapter 11 case.
The Debtor previously asked the Court to dismiss its Chapter 11
Case. Matthew D. Metzger, Esq., at Belvedere Legal, PC, in San
Mateo, California, told the Court that Katherine Brugnara, the
Debtor's Interim President, has identified a new lender that will
agree to refinance Saxe's secured junior lien and Ms. Brugnara
wished to consummate a refinancing agreement, provided the Court
agrees to dismiss the bankruptcy case. Mr. Metzger said he was
instructed by Ms. Brugnara to file the motion to dismiss case as
the petition no longer serves any bankruptcy purpose.
Secured creditor Saxe Mortgage Company opposed the Motion to
Dismiss, asserting that the Chapter 11 case was filed to impede
Saxe from proceeding with foreclosure of the Debtor's sole asset,
the real property at 224 Sea Cliff Ave., in San Francisco,
California. Having taken advantage of the automatic stay, and
having burdened the court and creditors, the Debtor sought to
dismiss, but demonstrated no cause for the dismissal, Saxe argued.
In a supplemental opposition, Saxe asserted that the Debtor never
paid anything to Saxe and as forth in its monthly operating
reports, the Debtor has no income and no way to make future
payments.
The Debtor, in response to Saxe, asserted that Saxe did receive 12
months of interest pre-payments on its junior loan at the time that
Saxe agreed to the loan agreement. For the past 15 years, the real
property in San Francisco always has been a non-income producing
property; Saxe was well aware of this fact at the time it conducted
its due diligence and agreed to lend, the Debtor told the Court.
The Debtor said the Subject Property is a viable and greatly
appreciating asset as evidenced by the recent appraisal the Debtor.
Lastly, in the last 10 years, the Debtor has already paid back in
full two junior loans on the Subject Property, each worth
$5,000,000 behind the current first mortgage with Wells Fargo, the
Debtor said.
The U.S. Trustee also objected to the Motion to Dismiss, telling
the Court that the Debtor has failed to pay U.S. Trustee quarterly
fees and has failed to attend the meeting of creditors to testify
as to the veracity of the petition, schedules and other documents.
Moreover, the U.S. Trustee said the Debtor failed to attend the
U.S. Trustee's Initial Debtor Interview, and its operating reports
show no income and no business to reorganize.
In response to the U.S. Trustee, the Debtor explained that the
funds cannot be disbursed prior to the Court's entry of an order
dismissing the present case. Immediately upon dismissal of the
case, the Debtor will use the loan proceeds to reinstate the loans
with Wells Fargo Bank, N.A.
In a separate order, Judge Montali appointed Katherine Brugnara,
the Interim President of the Debtor, as the responsible individual
and she shall be responsible for the duties and obligations of the
Debtor.
Brugnara Properties VI is represented by:
Matthew D. Metzger, Esq.
BELVEDERE LEGAL, PC
1777 Borel Place, Suite 314
San Mateo, CA 94402
Tel: (415) 513-5980
Fax: (415) 513-5985
Email: mmetzger@belvederelegal.com
Saxe Mortgage Company is represented by:
Martha J. Simon, Esq.
Law Offices of Martha J. Simon
155 Montgomery Street, Suite 1004
San Francisco, CA 94104
Tel: (415) 434-1888
Fax: (415) 434-1880
Email: mjs@mjsimonlaw.com
The U.S. Trustee is represented by:
Julie M. Glosson, Esq.
Office of the United States Trustee
235 Pine Street, Suite 700
San Francisco, California 94104
Tel.: 415 705-3333
Fax: 415 705-3379
Email: julie.m.glosson@usdoj.gov
About Brugnara Properties
Brugnara Properties VI filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 14-31867) in San Francisco, California, on Dec. 31,
2014, without stating a reason.
On January 2, 2015, Judge Hannah L. Blumensteil of the U.S.
Bankruptcy Court for the Northern District of California
transferred the Chapter 11 case of Brugnara Properties to Judge
Dennis Montali.
The Debtor estimated $10 million to $50 million in assets and less
than $10 million in debt.
The Debtor only filed the Schedule D - Creditors Holding Secured
Claims in its Schedules of Assets and Liabilities.
The Debtor disclosed that Wells Fargo Home Mortgage is owed $6.15
million on a first note secured by the Debtor's property, and Saxe
Mortgage Co. is owed $1.7 million on a second note.
The deadline for filing claims is May 4, 2015.
The Debtor is represented by Erik G. Babcock, Esq., at Law Office
of Erik G. Babcock, in Oakland, California.
BUILDERS FIRSTSOURCE: Completes Acquisition of ProBuild
-------------------------------------------------------
Builders FirstSource, Inc., completed its acquisition of ProBuild
Holdings LLC, a professional building materials suppliers, for
approximately $1.63 billion, subject to certain adjustments.
Citigroup Global Markets Inc. and Deutsche Bank Securities Inc.
served as financial advisors to the Company in the ProBuild
Acquisition, joint book-running managers of the Company's offering
of Primary Shares and the Selling Stockholder's offering of
Secondary Shares, joint book-running manager of the Company's
previously announced offering of $700 million aggregate principal
amount of 10.75% Senior Notes due 2023, and lenders in the
Company's new $600 million senior secured term loan facility, of
which Deutsche Bank AG New York Branch serves as administrative
agent and collateral agent.
The combination of Builders FirstSource and ProBuild will create a
national professional dealer with 2014 combined revenues of
approximately $6.1 billion. The combined company will leverage its
nationwide network to better serve its four critical customer
segments, including production builders, custom builders,
multi-family/commercial, and repair and remodel. With over 430
locations, the new company will serve 74 of the top 100
metropolitan statistical areas across 40 states.
"The culmination of this acquisition marks a significant milestone
in our industry, creating a unique company with enhanced scale and
a national footprint. By bringing together the extensive products
and services offerings of both Builders FirstSource and ProBuild,
we will further strengthen our long-standing customer
relationships," said Floyd Sherman, CEO of Builders FirstSource.
"This is an exciting day for our employees as we officially join
forces to establish a broader, more efficient platform of
manufacturing and distribution capabilities."
Paul S. Levy, Chairman of the Board of Builders FirstSource and
Founder of JLL Partners, said, "The combination of Builders
FirstSource and ProBuild creates an industry leader that is
well-positioned to take advantage of the continuing housing
recovery. I could not be more proud to be associated with such an
outstanding management team and to have been a part of this
transformative transaction."
In conjunction with the closing of its acquisition of ProBuild, the
Company completed its previously announced public offering of
12,000,000 shares of its common stock at a price per share of
$12.80, including 8,000,000 shares sold by the Company and
4,000,000 shares sold by Warburg Pincus Private Equity IX, L.P. The
underwriters exercised their over-allotment option in connection
with the Equity Offering in full and purchased an additional
1,200,000 shares from the Company and 600,000 shares from the
Selling Stockholder. Also in conjunction with the closing of its
acquisition of ProBuild, the Company successfully completed its
previously announced private offering of $700 million aggregate
principal amount of its 10.75% Senior Notes due 2023.
The Company used the net proceeds from the Equity Offering and the
Notes Offering, together with financing comprising a rollover of
the Company's $350 million existing Senior Secured Notes, new debt
issuance in the form of $295 million drawn under a new $800 million
ABL facility, and a new $600 million Term Loan B, to finance the
acquisition of ProBuild, to repay certain of its and ProBuild's
existing indebtedness and to pay related transaction fees and
expenses. The Company did not receive any proceeds from the sale
of shares by the Selling Stockholder.
About Builders FirstSource
Headquartered in Dallas, Texas, Builders FirstSource --
http://www.bldr.com/-- is a supplier and manufacturer of
structural and related building products for residential new
construction. The Company operates 56 distribution centers and 56
manufacturing facilities in nine states, principally in the
southern and eastern United States. Manufacturing facilities
include plants that manufacture roof and floor trusses, wall
panels, stairs, aluminum and vinyl windows, custom millwork and
pre-hung doors. Builders FirstSource also distributes windows,
interior and exterior doors, dimensional lumber and lumber sheet
goods, millwork and other building products.
Builders Firstsource reported net income of $18.2 million on $1.60
billion of sales for the year ended Dec. 31, 2014, compared to a
net loss of $42.7 million on $1.48 billion of sales in 2013.
* * *
As reported by the TCR on May 15, 2013, Standard & Poor's Ratings
Services Inc. said it raised its corporate credit rating on
Dallas-based Builders FirstSource to 'B' from 'CCC'. "The upgrade
acknowledges U.S.-based building materials manufacturer and
distributor Builders FirstSource's 'strong' liquidity based on the
company's proposed recapitalization," said Standard & Poor's credit
analyst James Fielding.
In the May 13, 2014, edition of the TCR, Moody's Investors Service
upgraded Builders FirstSource's Corporate Family Rating to 'B3'
from 'Caa1'. The upgrade reflects Moody's expectation that BLDR's
operating performance will continue to benefit from improved
housing construction, repair and remodeling.
BUILDERS FIRSTSOURCE: Warburg Pincus Lowers Stake to 18.7%
----------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Warburg Pincus Private Equity IX, L.P. and its
affiliates disclosed that as of July 31, 2015, they beneficially
owned 20,263,266 shares of common stock of Builders Firstsource,
Inc., which represents 18.7 percent of the shares outstanding.
On July 29, 2015, WP IX offered 4,000,000 shares of Common Stock of
the Company for sale in a public offering pursuant to a prospectus
supplement filed with the SEC by the Company on
July 30, 2015, pursuant to Rule 424(b)(5) under the Securities Act.
In connection with the offering, the Underwriters also exercised
an option granted pursuant to the Underwriting Agreement to
purchase an additional 600,000 shares of Common Stock of the
Company owned by WP IX. On July 31, 2015, WP IX consummated the
sale of 4,600,000 shares of Common Stock of the Company to the
Underwriters at a price per share of $12.224.
WP IX and JLL Holdings have terminated their Stockholders'
Agreement, dated as of June 22, 2010.
A copy of the regulatory filing is available for free at:
http://is.gd/YJEutI
About Builders FirstSource
Headquartered in Dallas, Texas, Builders FirstSource --
http://www.bldr.com/-- is a supplier and manufacturer of
structural and related building products for residential new
construction. The Company operates 56 distribution centers and 56
manufacturing facilities in nine states, principally in the
southern and eastern United States. Manufacturing facilities
include plants that manufacture roof and floor trusses, wall
panels, stairs, aluminum and vinyl windows, custom millwork and
pre-hung doors. Builders FirstSource also distributes windows,
interior and exterior doors, dimensional lumber and lumber sheet
goods, millwork and other building products.
Builders Firstsource reported net income of $18.2 million on $1.60
billion of sales for the year ended Dec. 31, 2014, compared to a
net loss of $42.7 million on $1.48 billion of sales in 2013.
* * *
As reported by the TCR on May 15, 2013, Standard & Poor's Ratings
Services Inc. said it raised its corporate credit rating on
Dallas-based Builders FirstSource to 'B' from 'CCC'. "The upgrade
acknowledges U.S.-based building materials manufacturer and
distributor Builders FirstSource's 'strong' liquidity based on the
company's proposed recapitalization," said Standard & Poor's credit
analyst James Fielding.
In the May 13, 2014, edition of the TCR, Moody's Investors Service
upgraded Builders FirstSource's Corporate Family Rating to 'B3'
from 'Caa1'. The upgrade reflects Moody's expectation that BLDR's
operating performance will continue to benefit from improved
housing construction, repair and remodeling.
CAESARS ENTERTAINMENT: Enters Into 4th Amendment to RSA
-------------------------------------------------------
Caesars Entertainment Corporation and Caesars Entertainment
Operating Company, Inc., have entered into an amended Restructuring
Support Agreement with First Lien Noteholders. The agreement
reaffirms support of CEOC's largest creditor constituency and,
along with the recently announced Second Lien Noteholder
restructuring support agreement, provides a continued platform for
a consensual restructuring.
Pursuant to the RSA, the Noteholders, Caesars Entertainment and
CEOC have agreed to a revised set of case milestones in addition to
several significant enhancements to the transaction for the benefit
of all creditors, including the First Lien Noteholders, First Lien
Bank Lenders and Non-First Lien Noteholders. The RSA is available
in the Media Resources section of the CEOC Restructuring Web site
at http://www.ceocrestructuring.com/media-resources/.
"Today's agreement demonstrates Caesars Entertainment and CEOC's
ongoing efforts to complete the restructuring of CEOC consensually
and expeditiously. This process is supported by a significant
constituency of CEOC's creditors and Caesars Entertainment and CEOC
look forward to continuing to build consensus around this proposed
restructuring plan," the Company said in a press release.
A copy of the Fourth Amended & Restated Restructuring Support and
Forbearance Agreement is available http://is.gd/13B3uh
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended
and Restated Restructuring Support and Forbearance Agreement, dated
as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.
* * *
The Troubled Company Reporter, on April 27, 2015, reported that
Fitch Ratings has affirmed and withdrawn the Issuer Default
Ratings (IDR) and issue ratings of Caesars Entertainment Operating
Company (CEOC). These actions follow CEOC's Chapter 11 filing on
Jan. 15, 2015. Accordingly, Fitch will no longer provide ratings
or analytical coverage for CEOC.
In addition, Fitch has affirmed the IDR and issue rating of
Chester Downs and Marina LLC (Chester Downs) and the ratings have
been simultaneously withdrawn for business reasons.
CAL DIVE: Hilco Industrial Okayed as Exclusive Marketing Agent
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order authorizing the Cal Dive International, Inc., et al., to
employ Hilco Industrial, LLC, as exclusive marketing and sales
agent for certain personal property of the Debtors located at 8200
Yacht Club Rd., Port Arthur, Texas, nunc pro tunc to June 8, 2015.
The Debtors are authorized to compensate Hilco in accordance with
the terms and conditions set forth in their marketing agreement,
including reimbursement of reasonable, documented out of pocket
expenses in an amount not to exceed $77,900.
On July 24, the Debtors notified the Court that it revised the
proposed order authorizing the employment of Hilco, to incorporate
the resolution with the U.S. Trustee. A copy of the document is
available for free at:
http://bankrupt.com/misc/CALDIVE_680_hilco_revisedPord.pdf
As reported in the Troubled Company Reporter on July 21, 2015, the
Debtors have tapped Hilco to:
a) develop an advertising and marketing plan for the sale of
the assets;
b) implement the advertising and marketing plan as deemed
necessary or appropriate by Hilco to maximize the net recovery on
the assets;
c) prepare for the sale of the assets, including gathering
specifications and photographs for pictorial brochures and
arranging the Assets in a manner, which in Hilco's judgment would
be designed to enhance the net recovery on the assets;
d) provide fully qualified and experienced personnel who will
prepare for and sell the assets;
e) provide a complete auction crew to handle computerized
accounting functions necessary to provide auction buyers with
invoices and the Debtors with a complete accounting of all assets
sold at the auction;
f) sell the assets for cash or other immediately available
funds to the highest bidder(s) on an "AS IS," "WHERE IS" and "all
sales are final" basis and in accordance with the terms of the
agreement;
g) charge and collect on behalf of the Debtors from all
purchasers any purchase price together with all applicable taxes in
connection therewith;
h) deposit all collected gross proceeds into a separate client
trust account maintained by Hilco and remit such proceeds to the
Debtors by transferring them to the account within 15 days after
the sale of each asset; and
i) submit an initial sales report to the Debtors within 14
days after the sale of the Assets and a final complete sales report
to the Debtors within 14 days after the end of the term of the
marketing agreement.
To market and facilitate the sale of the Assets, Hilco plans to
subcontract with Dixon Marine Services, a consulting firm that
provides specialized marine and environmental science consulting
services. Hilco plans to engage Dixon in order to benefit from the
firm's industry related expertise and connections to potential
buyers of the assets, factors that I believe are critical to
maximizing the value realized for the assets. As part of Dixon's
engagement, Hilco will have access to Dixon's customer lists and
Dixon will facilitate the negotiation of potential sales with their
customers.
Under the Fee Structure, Hilco will be entitled to charge and
retain for its own account an industry-standard buyer's premium of
16% for any of the Assets that are sold. The Buyer's Premium is a
fee charged in addition to the sale price and is paid by the buyer
of the Asset(s). Hilco will pay Dixon 25% of any Buyer's Premium
it receives from the sale of the Assets, while the Debtors will be
entitled to receive a portion of the collected Buyers' Premiums in
accordance with the following schedule:
Portion to Net to
Gross Proceeds Company Hilco
-------------- ---------- ------
$0.00 to 2,000,000$ 0% 16%
$2000,001 to $4,000,000 1% 15%
$4,000,001 to $6,000,000 2% 14%
$6,000,001 to $8,000,000 4% 12%
$8,000,001 to $10,000,000 7.5% 8.5%
$10,000,001 and over 2.5% 13.5%
In addition, Hilco is entitled to reimbursement by the Debtors for
all out-of-pocket expenses, in an amount not to exceed $77,900,
incurred by Hilco in connection with Hilco's performance of its
services.
Eric W. Kaup, general counsel and executive vice president of Hilco
Trading, LLC, the managing member of Hilco Industrial, LLC, assures
the Court that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
About Cal Dive
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 amended the committee of unsecured
creditors in the case from five-member committee to four members.
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.
CANDAX ENERGY: Obtains Waiver Extension on Facility Agreement
-------------------------------------------------------------
Candax Energy Inc., a company with mature oil & gas field
developments in Tunisia, on Aug. 4 disclosed that it has obtained
from Geofinance NV, major debtholder and shareholder of the
Company, a further extension of 10 days on the waiver with respect
to terms of the facility agreement entered into by the parties.
The extension will extend the waiver until August 10, 2015. As a
result, Geofinance NV has agreed not to seek any remedy under the
facility agreement in respect of the $3.5 million unpaid amount
until August 10, 2015, except in case of specific circumstances. A
copy of the amendment and waiver letter will be filed publicly by
the Company and available on SEDAR.
The Company is in advanced discussions regarding financial
alternatives and needs more time to continue these discussions.
About Candax
Candax is an international energy company with offices in Toronto
and Tunis. The Candax group is engaged in exploration and the
production of oil and gas in Tunisia and holds a royalty interest
in an exploration permit in Madagascar.
CANOPUS BIOPHARMA: Lender to Auction Off Collateral on August 12
----------------------------------------------------------------
The collateral of Canopus BioPharma Inc. will be sold to the
highest bidder at a sealed bid public sale to be concluded on Aug.
12, 2015, at 5:00 p.m. (Los Angeles Time) by ICAP Patent Brokerage
LLC in Los Angeles, California, by Cascade Estates Ltd., the
secured party under an amended and restated loan and security
agreement dated April 24, 2015, between Canopus.
The Company's collateral in consists of all of its accounts,
equipment, commercial tort claims, general intangibles, inventory,
investment property, financial assets, letter of credit rights,
deposit accounts, leases, and money or any assets of the Company.
The Collateral will be offered for sale as a single lot. All
interest purchasers are invited to submit sealed bid at 9:00 a.m.,
Los Angeles Time, on Aug. 10, 2015, and ending at 5:00 p.m., on
Aug. 12, 2015. Bidding procedures can be obtained by contacting:
Michelle Tyler
ICAP Patent Brokerage LLC
200 W. Midson St., 37th Floor
Chicago, IL 60606
Tel: (312) 327-4438
Email: Michelle@icapip.com
CASELLA WASTE: Moody's Assigns B1 Rating on $15MM Revenue Bonds
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the $15 million
Finance Authority of Maine (FAME) Solid Waste Disposal Revenue
Bonds which are guaranteed by Casella Waste Systems, Inc. All other
ratings are unaffected, including the B3 Corporate Family Rating
(CFR). A portion of the bond proceeds will be used to repay
Casella's asset-backed revolver (ABL) for expenditures already made
with the remainder held as restricted cash until utilized for
qualifying expenditures over the next several quarters. The rating
outlook is stable.
RATING RATIONALE
Casella's B3 CFR reflects elevated debt-to-EBITDA (6.6x for the LTM
ended March 31, 2015), weak EBIT-to-interest coverage (below 1x)
and modest scale with a regional focus. Margins are improving but
are hindered by under-utilization of disposal assets. Ongoing
operational improvement initiatives, including sourcing incremental
waste volumes to the company's Western New York and Pennsylvania
landfills, as well as heightened focus on collection route
efficiencies should continue to drive higher returns and cash flow.
In addition, the transition to a new pricing structure for the
recycling operations will boost margins.
Liquidity is adequate as denoted by the SGL-3 rating. Casella's
modest cash position is supported by improving prospects for free
cash flow generation that are being driven by stronger margins and
capital expenditures as a percentage of revenues settling into the
8-10% range. The company's ABL (unrated) provides borrowings up to
$190 million based on a borrowing base formula. As of June 30,
2015, availability was $58.8 million after deducting revolver
borrowings and outstanding letters of credit. Moody's expects
availability to steadily increase through 2015 and into 2016 with
the planned pay down from these bond proceeds as well as the
application of free cash flow to the outstanding revolver balance.
The ABL requires Casella to maintain a minimum EBITDA at all times.
In addition, if availability falls below a minimum threshold,
maximum first-lien leverage and minimum fixed charge coverage
covenants are then tested.
The stable outlook reflects Moody's expectations for revenue growth
in excess of 5% over the next 12 -- 18 months driven by stronger
pricing, modestly improving volumes led by a pick-up in
construction and demolition revenues and rising tipping fees as a
result of reduced landfill capacity in the Northeast US. The
majority of expected free cash flow ($15 million range) for 2015 is
anticipated to be applied to debt reduction.
Meaningful and profitable expansion of the company's operating
footprint beyond New England and New York could lead to a ratings
upgrade. Alternatively, debt-to-EBITDA near 5x, free cash
flow-to-debt in the mid-single digits and an EBITDA margin
approaching 25% would result in upward rating pressure. A material
decline in revenues, free cash flow turning negative for an
extended period of time or a material erosion in the liquidity
position could lead to a downgrade.
The two-notch differential from the B3 CFR reflects the effective
priority and proportion of these bonds relative to the $385 million
of subordinated notes, which will absorb first loss in default.
Rating Assigned:
Senior Unsecured Solid Waste Disposal Revenue Bonds of B1 (LGD2)
The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in June 2014.
Headquartered in Rutland, Vermont, Casella is a Northeast US
regional, vertically-integrated solid waste management services
company. Latest twelve month revenues as of June 30, 2015 were
approximately $535 million.
CATASYS INC: Closes Purchase Agreement with Crede CG
----------------------------------------------------
Catasys, Inc., entered into a securities purchase agreement with
Crede CG III, Ltd., 100% owned by Terren S. Peizer, chairman and
chief executive officer of the Company, pursuant to which the
Company exchanged the $3.35 million promissory note for a $3.56
million 12% Original Issue Discount Convertible Debenture due
Jan. 18, 2016, and five-year warrants to purchase an aggregate of
936,462 shares of the Company's common stock, par value $0.0001 per
share, each at an exercise price of $1.90 per share. The closing
of the Purchase Agreement occurred on July 30, 2015.
The conversion price of the Bridge Notes and the exercise price of
the Warrants are each $1.90 per share, subject to adjustments,
including for issuances of common stock and common stock
equivalents below the then current conversion or exercise price, as
the case may be. The Bridge Notes are unsecured, bear interest at
a rate of 12% per annum payable in cash or shares of Common Stock,
subject to certain conditions, at the Company's option, and are
subject to mandatory prepayment upon the consummation of certain
future financings.
The Investor will be entitled to receive liquidated damages in an
amount equal to the product of 300,000 times the weighted average
VWAP for the five Trading Days prior to the Offering Failure Date
if the Company has not consummated a public offering of at least $5
million in gross proceeds by Dec. 31, 2015.
The Investor is also entitled, until July 29, 2016, to participate
in certain future financings of the Company.
As a result of the issuance of the Bridge Note and Warrants, the
exercise price of the warrants to purchase an aggregate of 530,303
shares of common stock issued in the April 17, 2015, financing were
adjusted to $1.21 per share.
About Catasys Inc.
Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.
Catasys reported a loss of $27.3 million on $2.03 million of
healthcare services revenues for the 12 months ended Dec. 31, 2014,
compared to a loss of $4.67 million on $754,000 of healthcare
services revenues for the 12 months ended Dec. 31, 2013.
As of March 31, 2015, the Company had $1.33 million in total
assets, $41.8 million in total liabilities and a $40.4 million
total stockholders' deficit.
Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has continued
to incur significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2014. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
CLINTONDALE COMMUNITY: Moody's Affirms Ba3 GOULT Debt Rating
------------------------------------------------------------
Moody's Investors Service has affirmed Clintondale Community
Schools, MI's Ba3 rating. The outlook on the district remains
negative. The Ba3 rating and negative outlook apply to $440,000 of
outstanding rated general obligation unlimited tax (GOULT) debt.
The district has a total of $14.1 million of GOULT debt, and $3.5
million of general obligation limited tax (GOLT) debt outstanding.
SUMMARY RATING RATIONALE
The Ba3 rating reflects the district's modestly-sized, suburban
Detroit (B2 positive) tax base, characterized by declining
valuation and below average socioeconomic characteristics. Also
incorporated into the rating is the district's persistent but
gradually improving General Fund deficit, which Moody's expects
will continue to be challenged by state funding decisions and
fluctuating enrollment patterns. Additionally factored is the
district's very high debt burden, as well as its exposure to
unfunded pension liabilities associated with its participation in a
statewide, cost-sharing plan.
OUTLOOK
The negative outlook is based on the district's severely pressured
financial position and historically declining student enrollment
trends. While the district has made headway in recent years in
reducing its overall General Fund deficit, the district continues
to underperform relative to its Deficit Elimination Plan (DEP)
which it submits to the state annually for approval.
WHAT COULD MAKE THE RATING GO UP
-- Sustained increases in student enrollment
-- Elimination of the district's deficit General Fund position
-- Moderation of the district's debt burden and unfunded
pension liabilities
WHAT COULD MAKE THE RATING GO DOWN
-- Material tax base and/or socioeconomic deterioration
-- Larger than budgeted declines to student enrollment
-- Inability to perform to DEP expectations
-- Increases to the district's debt burden and/or pension
liabilities
OBLIGOR PROFILE
Clintondale Community Schools encompasses an area of 3.9 square
miles within the Charter Township of Clinton in Macomb County,
approximately 20 miles north of Detroit.
LEGAL SECURITY
The district's outstanding rated bonds are secured by the pledge
and authority to levy a dedicated, voter-approved property tax
levy, unlimited as to both rate and amount, to pay debt service.
USE OF PROCEEDS
Not applicable.
PRINCIPAL METHODOLOGY
The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.
COLT DEFENSE: Can Hire Richard Layton as Co-Counsel
---------------------------------------------------
The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court
for the District of Delaware authorized Colt Holding Company and
its debtor-affiliates to employ Richard, Layton & Finger P.A. as
their co-counsel.
The firm will:
a) take all necessary actions to protect and preserve the
estates of the Debtors, including the prosecution of actions on the
Debtors' behalf, the defense of any actions commenced against the
Debtors, the negotiation of disputes in which the Debtors are
involved, and the preparation of objection to claims filed against
the Debtors' estates;
b) advise the Debtors of their rights, powers, an duties as
Debtors an debtor-in-possession under Chapter 11 of the Bankruptcy
Code;
c) prepare on behalf of the Debtors, as debtor-in-possession,
all necessary motions, applications, answers, orders, reports, and
other papers in connection with the administration of the Debtors'
estates and serve such papers on creditors;
d) take all necessary or appropriate actions in connection
with a plan or plans of reorganization and related disclosure
statement(s) and all related documents, and such further actions as
may be required in connection with the administration of the
Debtors' estates; and
e) perform all other necessary legal services in connection
with the prosecution of the Chapter 11 cases.
The firm's current hourly rates for counsel and directors range
between $470 and $900; associates, $260 and $490; and paralegals,
$235.
The firm has disclosed it received a total retainer in the amount
of $103,997 on March 24, 2015 ($50,000), and June 11, 2015
($53,887) respectively from the Debtors as compensation for
professional services rendered and reimbursement for expenses
incurred in connection with the commencement of these Chapter 11
cases.
Jason M. Madron, Esq., counsel with the firm, assured the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Jason M. Madron, Esq.
RICHARD, LAYTON & FINGER P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
Email: madron@rlf.com
About Colt Defense
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 12, 2015, Colt's exchange offer, consent solicitation and
solicitation of acceptances of a prepackaged plan of
reorganization, dated April 14, 2015, as supplemented, with respect
to its $250 million in 8.75% Senior Notes due 2017 expired. The
conditions to the exchange offer, the consent solicitation and the
prepackaged plan of reorganization were not satisfied, and those
conditions were not waived by Colt. Colt's restructuring support
agreement with Marblegate Special Opportunities Master Fund, L.P.
and Morgan Stanley Senior Funding, Inc., the Company's senior
secured term loan lenders, requires it to file for Chapter 11
bankruptcy.
Accordingly, Colt Holding Company LLC and nine affiliates,
including Colt Defense LLC, on June 14, 2015, filed voluntary
petitions (Bankr. D. Del. Lead Case No. 15-11296) for relief under
Chapter 11 of the Bankruptcy Code to pursue a sale of the assets as
a going concern. Colt Defense estimated $100 million to $500
million in assets and debt.
On June 16, 2015, the Court directed the joined administration of
the assets.
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. Perella Weinberg Partners L.P. is
acting as financial advisor of the Company, and Mackinac Partners
LLC is acting as its restructuring advisor.
Wilmington Savings Fund Society, FSB, as agent under the $13.33
million Term DIP Loan Agreement, is represented by Pryor Cashman
LLP's Eric M. Hellige, Esq.; and Willkie Farr & Gallagher LLP's
Leonard Klingbaum, Esq.
Cortland Capital Market Services LLC, as agent under the $6.67
million Senior DIP Credit Agreement, is represented by Holland &
Knight LLP's Joshua M. Spencer, Esq.; Stroock & Stroock & Lavan
LLP's Brett Lawrence, Esq.; and Osler, Hoskin & Harcourt LLP's
Richard Borins, Esq., and Tracy Sandler, Esq.
The U.S. Trustee for Region 3 appointed five creditors of Colt
Defense Inc. and its affiliates to serve on the official committee
of unsecured creditors.
* * *
Colt's equity sponsor, Sciens Capital Management, has agreed to act
as a stalking horse bidder in the proposed asset sale. Details of
the deal were not provided in Colt's news statement announcing the
Chapter 11 filing. Colt, however, said it would be soliciting
competing bids and has appointed an independent committee of its
board of managers to manage the process and evaluate bids. Colt
expects to complete the entire Chapter 11 process in 60-90 days.
Sciens Capital is represented by Skadden, Arps, Slate, Meagher &
Flom LLP's Anthony W. Clark, Esq., and Jason M. Liberi, Esq.
COLT DEFENSE: Court Approves Gowling as Canadian Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Colt Holding Company LLC and its debtor-affiliates to employ
Gowling Lafleur Henderson LLP as their Canadian counsel.
The firm will:
a) provide legal services in connection with seeking
recognition of these chapter 11 cases under and pursuant to Part IV
of the Companies' Creditors Arrangement Act by the Ontario Superior
Court of Justice including, without limitation, seeking the
necessary orders from the Canadian Court to give effect to the
orders entered by this Court in the chapter 11 cases; and
b) Provide legal services that are reasonably necessary and
appropriate to carry out the seeking of recognition, including,
without limitation, advice and representation as it pertains to
matters of Canadian law affecting the Debtors in connection with
the chapter 11 cases.
The current standard hourly rates of lawyers resident in the firm's
office range from a low of Canadian $380 per hour for junior
lawyers to a high of Canadian $1,200 per hour for my time as senior
partner, and the current standard hourly rates of students, clerks,
and paralegals resident in Gowlings' office range from a low of
Canadian $240 per hour to a high of Canadian $375 per hour. The
firm's standard hourly rates are subject to adjustment annually as
of January 1 of each year.
Derrick Tay, partner at the firm, assured the Court that the firm
is a "disinterested person" within the meaning of Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
Derrick Tay, Esq.
Gowling Lafleur Henderson LLP
3700-1 Place Ville Marie
Montreal, Quebec
H3B 3P4 Canada
Tel: 416-369-7330
Fax: 416-862-7661
Email: derrick.tay@gowlings.com
About Colt Defense
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 12, 2015, Colt's exchange offer, consent solicitation and
solicitation of acceptances of a prepackaged plan of
reorganization, dated April 14, 2015, as supplemented, with respect
to its $250 million in 8.75% Senior Notes due 2017 expired. The
conditions to the exchange offer, the consent solicitation and the
prepackaged plan of reorganization were not satisfied, and those
conditions were not waived by Colt. Colt's restructuring support
agreement with Marblegate Special Opportunities Master Fund, L.P.
and Morgan Stanley Senior Funding, Inc., the Company's senior
secured term loan lenders, requires it to file for Chapter 11
bankruptcy.
Accordingly, Colt Holding Company LLC and nine affiliates,
including Colt Defense LLC, on June 14, 2015, filed voluntary
petitions (Bankr. D. Del. Lead Case No. 15-11296) for relief under
Chapter 11 of the Bankruptcy Code to pursue a sale of the assets as
a going concern. Colt Defense estimated $100 million to $500
million in assets and debt.
On June 16, 2015, the Court directed the joined administration of
the assets.
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. Perella Weinberg Partners L.P. is
acting as financial advisor of the Company, and Mackinac Partners
LLC is acting as its restructuring advisor.
Wilmington Savings Fund Society, FSB, as agent under the $13.33
million Term DIP Loan Agreement, is represented by Pryor Cashman
LLP's Eric M. Hellige, Esq.; and Willkie Farr & Gallagher LLP's
Leonard Klingbaum, Esq.
Cortland Capital Market Services LLC, as agent under the $6.67
million Senior DIP Credit Agreement, is represented by Holland &
Knight LLP's Joshua M. Spencer, Esq.; Stroock & Stroock & Lavan
LLP's Brett Lawrence, Esq.; and Osler, Hoskin & Harcourt LLP's
Richard Borins, Esq., and Tracy Sandler, Esq.
The U.S. Trustee for Region 3 appointed five creditors of Colt
Defense Inc. and its affiliates to serve on the official committee
of unsecured creditors.
* * *
Colt's equity sponsor, Sciens Capital Management, has agreed to act
as a stalking horse bidder in the proposed asset sale. Details of
the deal were not provided in Colt's news statement announcing the
Chapter 11 filing. Colt, however, said it would be soliciting
competing bids and has appointed an independent committee of its
board of managers to manage the process and evaluate bids. Colt
expects to complete the entire Chapter 11 process in 60-90 days.
Sciens Capital is represented by Skadden, Arps, Slate, Meagher &
Flom LLP's Anthony W. Clark, Esq., and Jason M. Liberi, Esq.
COLT DEFENSE: Needs Until Sept. 11 to File Schedules
----------------------------------------------------
Colt Holding Company LLC and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend the period by which
they must file their schedules of assets and liabilities, schedules
of current income and current expenditure, schedules of executory
contracts and unexpired leases, and statements of financial affairs
through and including September 11, 2015.
The Debtors explain that in the early weeks of these cases, their
employees and advisors have been occupied with numerous requests
from parties in interest, including potential purchasers of the
their assets and extensive exchanges of information with the
professionals for the Official Committee of Unsecured Creditors.
In light with the competing demands and the volume of material that
needs to be reviewed by the staff to complete the Schedules and
Statements, ample time is needed to complete the tasks, the Debtors
add.
The Debtors are represented by:
Mark D. Collins, Esq.
Jason M. Madron, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Tel: (302) 651-7700
Fax: (302) 651- 7701
Email: collins@rlf.com
madron@rlf.com
-- and --
John J. Rapisardi, P.C., Esq.
Peter Friedman, P.C., Esq.
Joseph Zujkowski, P.C., Esq.
Diana M. Perez, P.C., Esq.
O’MELVENY & MEYERS LLP
Times Square Tower
Seven Times Square
New York, New York 10036
Tel: (212) 326-2000
Fax: (212) 326-2061
Email: jrapisardi@omm.com
pfriedman@omm.com
jzujkowski@omm.com
dperez@omm.com
About Colt Defense
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.
COMMUNITY HEALTH: Moody's Retains B1 CFR on Plans to Spin Off
-------------------------------------------------------------
Moody's Investors Service commented that the announcement that
Community Health Systems, Inc. plans to spin off a group of
hospitals and other businesses into a new, publicly traded company
is credit positive. The transaction will let Community focus on
continued development of regional provider networks in faster
growing urban markets. The transaction will also likely result in
material debt repayment. However, leverage will not significantly
decline given the amount of EBITDA that will be spun off.
Therefore, there is no change to Community's ratings, including the
B1 Corporate Family Rating at CHS/Community Health Systems, Inc.,
or the stable outlook.
CHS/Community Health Services, Inc., headquartered in Franklin, TN,
is an operator of general acute care hospitals in non-urban and
mid-sized markets throughout the US. In addition, through its
subsidiary, Quorum Health Resources, LLC, Community provides
management and consulting services to non-affiliated general acute
care hospitals throughout the country. Community recognized
approximately $19.5 billion in revenue for the twelve months ended
June 30, 2015.
CORINTHIAN COLLEGES: Robins Kaplan OK'd as Student Panel's Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Student Creditors in the Chapter 11 cases
of Corinthian Colleges, Inc., et al., to retain Robins Kaplan LLP
as bankruptcy counsel, nunc pro tunc to May 16, 2015.
As reported in the Troubled Company Reporter, the Student Committee
also decided to retain Public Counsel LLP to act as special counsel
and Polsinelli PC as Delaware counsel and conflicts counsel.
The hourly rates of RK's personnel are:
Partners, Principals and
Of Counsel Attorneys $195 to $810
Associates $360 to $495
Paralegals $195 to 225
To the best of the Student Committee's knowledge, RK is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The Student Committee consists of (i) Tasha Courtright
(chairperson), (ii) Jessica King, (iii) Amber Thompson, (iv)
Crystal Loeser, (v) Michael Adorno-Miranda, (vi) Krystle Powell,
and (vii) Britany Ann Smith Jackl.
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, to complete an orderly
wind down of its operations. The cases are jointly administered
Case No. 15-10952.
Judge Kevin J. Carey presides over the case. Richards, Layton &
Finger, P.A., represents the Debtors in their restructuring
efforts; FTI Consulting, Inc., serves as restructuring advisors;
and Rust Consulting/Omni Bankruptcy serves as claims and noticing
agent.
Corinthian Colleges, Inc., disclosed $721,596,789 in assets and
$2,929,448,278 in liabilities as of the Chapter 11 filing.
The Debtor filed with the Court a first amended and modified
combined disclosure statement and plan of liquidation. The
Combined Plan incorporates a compromise between the Debtors,
the Official Committee of Unsecured Creditors, the Student
Committee and the Prepetition Secured Parties as to the
Distribution of the Debtors' assets already liquidated or to be
liquidated over time to the Holders of Allowed Claims in accordance
with the terms of the Combined Plan and Disclosure Statement and
the priority of claims provisions of the Bankruptcy Code.
The U.S. Trustee for Region 3 appointed five creditors to serve on
the official committee of unsecured creditors. Cooley LLP serves
as its lead counsel, Foley & Mansfield, PLLP serves as its local
counsel, and Province Inc. serves as its financial advisor.
CORINTHIAN COLLEGES: Student Creditors Panel Withdraws Stay Bid
---------------------------------------------------------------
The Official Committee of Student Creditors in the Chapter 11 cases
of Corinthian Colleges, Inc., et al., notified the U.S. Bankruptcy
Court for the District of Delaware that it has withdrawn its motion
for order applying the automatic stay, pursuant to the letter
agreement dated July 9, 2015.
According to the Committee, the application or extension of the
automatic stay as necessary to stay enforcement and collection of
alleged student loan debt is essential to facilitating a meaningful
Chapter 11 process in these cases and the circumstances presented
justify extension of the automatic stay. The motion seeks to stop
the Department of Education from coming after students for alleged
loans that were not legally issued or are not legally binding
because of the Debtors' misconduct.
Objecting to the Committee's request, the United States claims in
its objection -- a copy of which is available for free at
http://is.gd/ZCr8HX-- that for several reasons, the Department of
Education should not be enjoined from participating in any
proceeding concerning the loans -- including the Department of
Education's ongoing administrative proceedings to determine whether
the students should be relieved from repaying this debt. Any
action to collect, assess or adjust the students' loan debt to the
United States would not violate the automatic stay of the U.S.
Bankruptcy Code because it would not address or affect an
obligation or asset of any of the Debtors. The requested stay,
according to the United States, should be denied because no unity
of interest between students and the Debtors exists, and the
Debtors do not appear to need the stay to reorganize.
The Debtors also objected to the Committee's proposal. The
Committee, the Debtors claim, relies upon the unsupported
allegations while ignoring the evidence and positive outcomes
generated by the Debtors' schools and without any reference to the
responsive documents filed by the Debtors in the proceedings. A
copy of the response is available for free at:
http://is.gd/x9EuPs
The Student Creditors are represented by:
POLSINELLI PC
Christopher A. Ward, Esq.
Shanti M. Katona, Esq.
222 Delaware Avenue, Suite 1101
Wilmington, DE 19801
Tel: (302) 252-0920
Fax: (302) 252-0921
E-mail: cward@polsinelli.com
skatona@polsinelli.com
- and -
Scott F. Gautier, Esq.
Lorie A. Ball, Esq.
Cynthia C. Hernandez, Esq.
ROBINS KAPLAN LLP
2049 Century Park East, Suite 3400
Los Angeles, CA 90067
Tel: (310) 552-0130
Fax: (310) 229-5800
E-mail: sgautier@robinskaplan.com
lball@robinskaplan.com
chernandez@robinskaplan.com
Mark Rosenbaum, Esq.
Anne Richardson, Esq.
Alisa Hartz, Esq.
Dexter Rappleye, Esq.
PUBLIC COUNSEL LLP
610 S. Ardmore Avenue
Los Angeles, CA 90005
Tel: (213) 385-2977
Fax: (213) 385-9089
E-mail: mrosenbaum@publiccounsel.org
arichardson@publichcounsel.org
ahartz@publiccounsel.org
drappleye@publiccounsel.com
About Corinthian Colleges
Corinthian Colleges, Inc., Pegasus Education, Inc., and 23
affiliated entities filed voluntary Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 15-10952) on May 4, 2015, to complete an orderly
wind down of its operations. The cases are jointly administered
Case No. 15-10952.
Judge Kevin J. Carey presides over the case. Richards, Layton &
Finger, P.A., represents the Debtors in their restructuring
efforts; FTI Consulting, Inc., serves as restructuring advisors;
and Rust Consulting/Omni Bankruptcy serves as claims and noticing
agent.
Corinthian Colleges, Inc., disclosed $721,596,789 in assets and
$2,929,448,278 in liabilities as of the Chapter 11 filing.
The Debtor fied with the Court a first amended and modified
combined disclosure statement and plan of liquidation. The
Combined Plan incorporates a compromise between the Debtors,
the Official Committee of Unsecured Creditors, the Student
Committee and the Prepetition Secured Parties as to the
Distribution of the Debtors' assets already liquidated or to be
liquidated over time to the Holders of Allowed Claims in accordance
with the terms of the Combined Plan and Disclosure Statement and
the priority of claims provisions of the Bankruptcy Code.
The U.S. Trustee for Region 3 appointed five creditors to serve on
the official committee of unsecured creditors. Cooley LLP serves
as its lead counsel, Foley & Mansfield, PLLP serves as its local
counsel, and Province Inc. serves as its financial advisor.
CORINTHIAN COLLEGES: Students Win OK to Tap Public Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Student Creditors in the Chapter 11 cases
of Corinthian Colleges, Inc., et al., to retain Public Counsel LLP
as special counsel, nunc pro tunc to May 16, 2015.
Public Counsel is expected to, among other things:
1. advise the Student Committee of students' rights under the
Higher Education Act, federal regulation and other law affecting
student loan debt;
2. provide assistance to Robin Kaplan LLP, as bankruptcy counsel
regarding the consumer protection, student loan, and higher
education laws affecting the Student Committee; and
3. assist, advice and represent the Student Committee in
investigating and analyzing potential lawsuits, where appropriate.
The hourly rates of Public Counsel's personnel are:
Senior Attorneys (20 to 40+ years) $750 to $925
Attorneys (15 to 20 years) $690 to $740
Attorneys (1 to 3 years) $275 to $400
Paralegals $225
To the best of the Student Committee's knowledge, Public Counsel is
a "disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
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, to complete an orderly
wind down of its operations. The cases are jointly administered
Case No. 15-10952.
Judge Kevin J. Carey presides over the case. Richards, Layton &
Finger, P.A., represents the Debtors in their restructuring
efforts; FTI Consulting, Inc., serves as restructuring advisors;
and Rust Consulting/Omni Bankruptcy serves as claims and noticing
agent.
Corinthian Colleges, Inc., disclosed $721,596,789 in assets and
$2,929,448,278 in liabilities as of the Chapter 11 filing.
The Debtor filed with the Court a first amended and modified
combined disclosure statement and plan of liquidation. The
Combined Plan incorporates a compromise between the Debtors,
the Official Committee of Unsecured Creditors, the Student
Committee and the Prepetition Secured Parties as to the
Distribution of the Debtors' assets already liquidated or to be
liquidated over time to the Holders of Allowed Claims in accordance
with the terms of the Combined Plan and Disclosure Statement and
the priority of claims provisions of the Bankruptcy Code.
The U.S. Trustee for Region 3 appointed five creditors to serve on
the official committee of unsecured creditors. Cooley LLP serves
as its lead counsel, Foley & Mansfield, PLLP serves as its local
counsel, and Province Inc. serves as its financial advisor.
COUNTRY STONE: First Star Balks at Deal on Overbid Carve Out
------------------------------------------------------------
Todd Hammerstrom, executive vice president, on behalf of creditor
First Star Logistics, LLC, objected to the motion to approve
stipulation among OLD CSH, Inc. formerly known as Country Stone
Holdings Inc., et al., First Midwest Bank, and the Official
Unsecured Creditors Committee regarding the "overbid carve out."
In 2014, First Star rendered transportation and trucking services
for creditor in the amount of $22,475 for which the Debtor never
paid to First Star.
First Star asserts that it has suffered financial hardship as a
result of not receiving payment from the Debtors as a result of the
Debtors' bankruptcy filing.
The Stipulation
The Debtors sought approval to of a asset purchase agreement
between the Debtors and Quikrete Holdings, Inc., pursuant to which,
among other things, Quikrete would purchase substantially all of
the Debtors' assets. The purchase price under the Quikrete APA
consisted of two components: $19,517,527 for the Debtors' fixed
assets and real estate, plus a price derived by a particular
formula for the Debtors' inventory.
Per the formula, the inventory purchase price was $5,144,413. The
total Quikrete bid, therefore, was $24,661,940. The figure is far
from certain as Quikrete was not the successful purchaser and never
closed.
The parties related that per the final DIP order, among other
things, First Midwest is required to carve out from its liens and
claim the overbid carve out.
The Debtors and First Midwest had disagreed on how to calculate the
overbid carve out due to the inventory differential. First Midwest
asserted that the formula controls the calculation of the inventory
purchase price and should be used to determine the overbid carve
out. The Debtors asserted that the stalking horse bid included
representations and warranties regarding their inventory and
required a pre-closing physical inventory inspection that would
have resulted in the same complaints brought by the purchasers
regarding the quantity and quality of the inventory, such that
Quikrete would have demanded reduction in the inventory
purchase price similar to the purchaser inventory price in exchange
for closing the sale.
In the interest of resolving the dispute and to avoid the costs and
delays of litigation regarding the overbid carve out, the parties
have agreed to evenly split the difference, resulting in a overbid
carve out of $402,024 and entered into the stipulation regarding
the same.
A copy of the stipulation is available for free at:
http://bankrupt.com/misc/CountryStone_Stipuation.pdf
About Country Stone
Country Stone Holdings, Inc., and its affiliates are in the
business of manufacturing, processing, and packaging lawn and
garden products such as mulch, soil, fertilizer, plant food,
organics, concrete and decorative stone. The corporate
headquarters are located in Rock Island, Illinois and Milan,
Illinois. Country Stone operates 17 plants throughout the United
States, including in Illinois, Iowa, Indiana, Minnesota,
Wisconsin, Missouri, and California.
Country Stone Holdings and its affiliates sought bankruptcy
protection (Bankr. C.D. Ill., Lead Case No. 14-81854) in Peoria,
Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete
Holdings, Inc., for $23 million in cash plus the assumption of
liabilities, subject to higher and better offers. The bankruptcy
cases are assigned to Judge Thomas L. Perkins.
Country Stone disclosed $45 million in liabilities.
The Debtors have tapped Katten Muchin Rosenman LLP as counsel;
Silverman Consulting to provide the services of Steven Nerger as
CRO and Michael Compton as cash and restructuring manager; and
Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting
agent.
The Court authorized the corporate name change from Country Stone
Holdings, Inc., to Old CSH, Inc.
Nancy J. Gargula, U.S. Trustee for the Central District of
Illinois, has appointed five creditors to serve in the official
unsecured creditors committee in the Debtors' cases.
COYOTE LOGISTICS: Moody's Puts B2 CFR Under Review for Upgrade
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Coyote Logistics,
LLC under review for possible upgrade, including its B2 Corporate
Family Rating (CFR), B2-PD Probability of Default Rating, and B2
instrument rating for its $360 million Term Loan B (amount at
initial rating in March 2015). The review follows the July 31st
announcement that United Parcel Service, Inc (Aa3 negative) reached
an agreement to acquire Coyote for $1.8 billion from Coyote's
financial sponsor, Warburg Pincus. UPS has indicated that it plans
on funding the acquisition with a mix of cash and new debt, and
that the transaction will close within 30 days. The outcome of the
review will be determined by the degree of direct or indirect
support that UPS might provide to Coyote and its rated debt.
Should Coyote's $360 million Term Loan B be retired as a result of
the transaction, Moody's would withdraw the company's ratings.
On Review for Upgrade:
Issuer: Coyote Logistics, LLC
Probability of Default Rating, Placed on Review for Upgrade,
currently B2-PD
Corporate Family Rating, Placed on Review for Upgrade, currently
B2
Senior Secured Bank Credit Facility (Local Currency), Placed on
Review for Upgrade, currently B2, LGD3
Outlook Actions:
Issuer: Coyote Logistics, LLC
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE
The B2 CFR reflects Coyote's modest scale in terms of net revenue
as well as its limited operating history at its current size. As
well, the rating considers a treasury policy that is consistent
with private equity ownership which contemplates additional
leverage in order to fund distributions. The B2 rating also
considers the company's strong position within the trucking and
logistics service provider industry (Coyote is one of the top three
truck brokers in the US), its blue-chip customer base, and end
market diversification across a number of sectors characterized by
stable demand. The CFR incorporates Moody's expectation that the
company's limited capital requirements coupled with improving
operating cash flow generation will support forward deleveraging
such that Moody's-adjusted leverage approaches 5.0x by the end of
2015.
The principal methodology used in these ratings was Global Surface
Transportation and Logistics Companies published in April 2013.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
Headquartered in Chicago, Illinois, Coyote Logistics, LLC is a
leading provider of trucking and logistics services within the
third-party logistics industry. Moody's anticipates that Coyote
will generate adjusted net revenues in excess of $265 million in
2015.
CROWN MEDIA: Posts $20 Million Net Income for Second Quarter
------------------------------------------------------------
Crown Media Holdings, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
and comprehensive income of $20 million on $113.2 million of net
total revenue for the three months ended June 30, 2015, compared to
net income and comprehensive income of $15.9 million on $97.3
million of net total revenue for the same period in 2014.
For the six months ended June 30, 2015, the Company reported net
income and comprehensive income of $38.5 million on $213.7 million
of net total revenue compared to net income and comprehensive
income of $28 million on $188 million of net total revenue for the
same period last year.
As of June 30, 2015, Crown Media had $1 billion in total assets,
$514.2 million in total liabilities and $532.2 million in total
stockholders' equity.
"The strength of our original movies and series, the continued
growth of Home & Family and our character-driven mysteries on
Hallmark Movies & Mysteries solidified the Company's economic
performance over the first half of the year," said Bill Abbott,
president and CEO of Crown Media Family Networks. "Our ability to
deliver quality, family entertainment continues to resonate with
viewers, further positioning the Company to realize our strategic
goals through the remainder of the year."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/4uG4VL
About Crown Media
Crown Media Holdings, Inc., is the corporate parent for the
portfolio of cable networks and related businesses under Crown
Media Family Networks. The company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 86 million subscribers in the U.S.
Hallmark Channel is the nation's leading destination for quality
family programming with an ambitious slate of TV movies and
specials; original scripted series, including Cedar Cove, When
Calls the Heart, and Signed, Sealed, Delivered; as well as some of
television's most beloved sitcoms and series. Hallmark Channel's
sibling network, Hallmark Movie Channel, is available in 54
million homes in HD and SD. One of America's fastest-growing cable
networks, Hallmark Movie Channel provides family-friendly original
movies with a mix of original films, classic theatrical releases,
and presentations from the acclaimed Hallmark Hall of Fame
library. In addition, Crown Media Family Networks includes the
online offerings of http://www.HallmarkChannel.com/and
http://www.HallmarkMovieChannel.com/
* * *
As reported by the TCR on July 3, 2015, Standard & Poor's Ratings
Services said that it raised its corporate credit rating on Crown
Media Holdings Inc. to 'BB-' from 'B+'. "The upgrade reflects
Crown Media's improved financial risk profile," said Standard &
Poor's credit analyst Naveen Sarma.
As reported by the TCR on July 2, 2014, Moody's Investors Service
upgraded the Corporate Family Rating (CFR) of Crown Media
Holdings, Inc. to B1 from B2, its Probability of Default Rating to
B1-PD from B2-PD, and instrument ratings as detailed below. The
outlook is stable. The upgrade incorporates evidence of traction
with the original programming strategy and better than expected
performance, which, combined with debt reduction, improved the
credit profile.
DEB STORES: Exclusive Plan Filing Period Extended to Dec. 1
-----------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware issued an order ruling that no party, other than Deb
Stores Holdings LLC, et al., may file any plan of reorganization
during the period from August 4, 2015, through and including
December 1, 2015.
Judge Gross also held that no party, other than the Debtors, may
solicit votes to accept a proposed plan of reorganization filed
with the Court from Aug. 4 through and including Jan. 26, 2016.
Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, in support of the extension request, said
that the Debtors are not seeking an extension of time to pressure
creditors. The Debtors, he continued, merely require additional
time in order to maximize the value of their estates.
About DEB Stores
Headquartered in Philadelphia, Pennsylvania, Deb Stores is a
mall-based retailer in the juniors "fast-fashion" specialty sector
that operates under the name "DEB" and offers moderately priced,
fashionable, coordinated women's sportswear, dresses, coats,
lingerie, accessories and shoes for junior and plus sizes. The
company, founded by Philip Rounick and Emma Weiner, opened its
first store under the name JOY Hosiery in Philadelphia,
Pennsylvania in 1932. As of Sept. 30, 2014, the Company operated
a total of 295 retail store locations (primarily in the East and
Midwest, especially Pennsylvania, Ohio and Michigan) as well as an
e-commerce channel.
On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc.
and its subsidiaries -- sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11941) and closed the sale of the assets
three months later to Ableco Finance, LLC, the agent for the first
lien lenders.
Deb Stores Holding LLC and eight affiliated companies commenced
Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014. The
Debtors sought to have their cases jointly administered, with
pleadings maintained on the case docket for Deb Stores Holding
(Case No. 14-12676). The cases are assigned to Judge Mary F.
Walrath.
Carl D. Neff at Delaware Bankruptcy Litigation reported that by
order dated Dec. 5, 2014, the Debtors' Chapter 11 cases were
consolidated for procedural purposes only and therefore are being
jointly administered pursuant to Bankruptcy Rule 1015(b).
Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, serve as counsel to the Debtors. Epiq Bankruptcy
Solutions, LLC, is the claims and noticing agent.
As of Dec. 31, 2014, the Debtors' most recent audited consolidated
financial statements reflected assets totaling $90.5 million and
liabilities totaling $120.1 million.
The Official Committee of Unsecured Creditors tapped Cooley LLP as
its lead counsel; Drinker Biddle & Reath LLP as its co-counsel;
and Zolfo Cooper, LLC as its bankruptcy consultants and financial
advisors.
DJSP ENTERPRISES: Declares Distribution of $0.70 Per Ordinary Share
-------------------------------------------------------------------
The Board of Directors of DJSP Enterprises, Inc. declared a cash
nondividend distribution of $0.7000 per ordinary share, payable to
shareholders of record as of Aug. 10, 2015. The Distribution will
be paid as soon as possible following the Record Date, but in no
event later than Aug. 17, 2015.
The amount of dividends or distributions, if any, that the Company
pays to its shareholders is determined by the Company's Board of
Directors, at its discretion, and is dependent on a number of
factors, including the Company's financial position, results of
operations, cash flows, capital requirements and restrictions under
its credit agreements, and will be in compliance with applicable
law. The Company cannot guarantee the amount of dividends or
distributions paid in the future, if any.
About DJSP Enterprises
Based in Plantation, Florida, DJSP Enterprises, Inc. (Nasdaq:
DJSP, DJSPW, DJSPU) provides a wide range of processing services
in connection with mortgages, mortgage defaults, title searches
and abstracts, REO (bank-owned) properties, loan modifications,
title insurance, loss mitigation, bankruptcy, related litigation
and other services. Its principal customer is The Law Offices of
David J. Stern, P.A. It has additional operations in Louisville,
Kentucky and San Juan, Puerto Rico. Its U.S. operations are
supported by a scalable, low-cost back office operation in Manila,
the Philippines, that provides data entry and document preparation
support for its U.S. operations.
As reported in the Jan. 20, 2011, edition of the TCR, DAL Group,
LLC, a subsidiary of DJSP Enterprises, has obtained waivers on
notes held by these parties for payments due through April 1,
2011:
Amount of Note
--------------
Law Offices of David J. Stern, P.A. $47,869,000
Chardan Capital, LLC, $1,000,000
Chardan Capital Markets, LLC $250,000
Kerry S. Propper $1,500,000
The waivers were sought by DAL as it develops and implements plans
to restructure its ongoing operations to reflect its significantly
reduced revenues and operations and the other changes.
DAL did not make the interest payments due Jan. 3, 2011, for (i)
unsecured term notes in the aggregate principal amount of
$1,600,000 (ii) and a $500,000 term note issued by Cornix
Management, LLC. DAL is seeking waivers from the holders of the
unsecured notes and Cornix of principal and interest payments
otherwise due under these notes, and the default interest rates
under these notes, through April 1, 2011.
DAL has entered into a forbearance agreement with BA Note
Acquisition, LLC, pursuant to which BNA has agreed to forbear from
taking action on a $5.5-million line of credit until March 9,
2011.
DOVER DOWNS: Posts $631,000 Net Earnings for Second Quarter
-----------------------------------------------------------
Dover Downs Gaming & Entertainment, Inc. filed with the Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net earnings of $631,000 on $45.3 million of revenues
for the three months ended June 30, 2015, compared to net earnings
of $164,000 on $46.2 million of revenues for the same period in
2014.
For the six months ended June 30, 2015, the Company reported net
earnings of $279,000 on $89.6 million of revenues compared to a net
loss of $889,000 on $91.6 million of revenues for the same period
during the prior year.
As of June 30, 2015, the Company had $175 million in total assets,
$62.6 million in total liabilities and $113 million in total
stockholders' equity.
A full-text copy of the Form 10-Q is available at:
http://is.gd/IHKamB
About Dover Downs
Owned by Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE),
Dover Downs Hotel & Casino(R) is a gaming and entertainment resort
destination in the Mid-Atlantic region. Gaming operations consist
of approximately 2,500 slots and a full complement of table games
including poker. The AAA-rated Four Diamond hotel is Delaware's
largest with 500 luxurious rooms/suites and amenities including a
full-service spa/salon, concert hall and 41,500 sq. ft. of multi-
use event space. Live, world-class harness racing is featured
November through April, and horse racing is simulcast year-round.
Professional football parlay betting is accepted during the
season. Additional property amenities include multiple
restaurants from fine dining to casual fare, bars/lounges and
retail shops. Visit http://www.doverdowns.com/
Dover Downs reported a net loss of $706,000 in 2014, compared to
net earnings of $13,000 in 2013.
KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company's credit facility
expires on Sept. 30, 2015, and at present no agreement has been
reached to refinance the debt, which raises substantial doubt about
the Company's ability to continue as a going concern.
EMI PUBLISHING: Moody's Rates Proposed Sr. Sec. Facilities Ba3
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to MTL
Publishing LLC's (d/b/a EMI Music Publishing in the US) ("EMI MP"
or the "company") proposed senior secured first-lien credit
facilities (comprised of a $50 million revolving credit facility
and $1.12 billion senior secured term loan B). In connection with
this rating action, Moody's affirmed EMI MP's B1 Corporate Family
Rating (CFR) and B1-PD Probability of Default Rating (PDR). The
rating outlook is stable.
Proceeds plus existing cash balances will refinance the existing
credit facilities (consisting of an undrawn $75 million revolver
due 2017 and $978.4 million outstanding term loan B due 2018),
pre-fund an approximate $80 million repayment of the 12.5% senior
unsecured notes due 2020 (unrated) and pay a $100 million
distribution to shareholders ($50 million of which will be funded
by EMI MP's balance sheet cash). Moody's views the refinancing
transaction favorably due to the extension of the debt maturity
structure and comparatively lower rate on the expected refinanced
senior notes, which will reduce cash interest expense by $10-15
million per annum. Moody's expects the new $50 million revolving
credit facility (RCF) to be undrawn at closing.
Ratings Assigned:
Issuers: MTL Publishing LLC and EMI Group North American Holdings,
Inc.
$50 Million Senior Secured Revolving Credit Facility due 2020 –
Ba3 (LGD-3)
Issuer: EMI Group North American Holdings, Inc.
$1.12 Billion Senior Secured First-Lien Term Loan B due 2022 –
Ba3 (LGD-3)
Ratings Affirmed:
Issuer: MTL Publishing LLC (d/b/a EMI Music Publishing)
Corporate Family Rating -- B1
Probability of Default Rating -- B1-PD
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. Moody's will withdraw the Ba3
ratings on the existing credit facilities upon full repayment.
RATINGS RATIONALE
Although the refinancing will increase absolute debt levels and
elevate Moody's adjusted pro forma total debt to EBITDA leverage to
5.6x from 5.1x as of fiscal 2015 (ended March 31, 2015), EMI MP has
enough capacity at the B1 rating level to absorb this incremental
debt. Moody's expects adjusted leverage will increase in fiscal
2016 due to the continued foreign exchange impact from a
strengthening US dollar versus other currencies (particularly the
euro and British pound sterling) as well as weakening in physical
mechanical revenue offset by relatively stable performance and
synchronization revenue. Despite this, we project leverage will
stay in a range of 5x-6.25x over the rating horizon.
EMI MP's B1 CFR embeds the company's high pro forma leverage as
well as uncertainties related to the fundamental decline in revenue
that the music publishing industry has experienced over the past
few years. As a result of the high debt balance, Moody's expect
free cash flow to debt ratios to remain in the single digits.
Notwithstanding weak financial metrics compared to its B1-rated
peers, Moody's believes EMI MP's business model can accommodate a
more leveraged capital structure due to the strong revenue
visibility from long-term royalty contracts, attractive music
catalog with good monetization characteristics and low overhead
costs that facilitate relatively high EBITDA margins for the rating
category. In addition, we project the company will be able to
improve debt to EBITDA leverage by applying positive free cash flow
to debt reduction, which should result in free cash flow to
adjusted debt near 7% over the rating horizon. Prior to this new
refinancing and after the two-year restructuring period officially
concluded in June 2014, the company had voluntarily repaid a total
of $102 million of term loan borrowings. Management has committed
to a long-term leverage target of 4.0x total debt to EBITDA.
The rating is supported by the company's leading global position in
music publishing and its strategic importance to Sony Corporation
(Ba1 positive) via its joint venture, Sony/ATV. Moody's believes
EMI MP's vast library of valuable musical copyrights, recurring
annuity-like revenue streams, and largely variable expense
structure should maintain EBITDA margins above 35% under most
scenarios. Almost all corporate overhead and fixed operating
expenses have been replaced with a variable 15% administration fee
paid to Sony/ATV based on EMI MP's gross revenue minus royalties.
Moody's notes that in addition to the $803 million of equity
provided primarily by Sony America and Mubadala, the $403 million
of unsecured notes (unrated) are held by minority shareholders. At
transaction close, EMI MP is expected to maintain good liquidity
with around $170 million of cash and full availability on its $50
million RCF.
Rating Outlook
The stable rating outlook reflects our view that growth in
performance revenue and other segments of EMI MP (i.e.,
synchronization) will offset secular declines in physical/digital
mechanical revenue, resulting in Moody's adjusted debt to EBITDA
sustained below 6.25x over the rating horizon. Moody's believes
music publishing revenue, particularly for the broadcasting related
performance segment, generally tracks GDP and advertising demand.
The outlook incorporates low-single digit growth in US advertising
demand and continued recovery in Western Europe. Moody's expects
EMI MP will continue to apply free cash flow to reduce the term
loan balance and achieve management's target leverage. The outlook
also incorporates Moody's expectation that music entertainment will
continue to be of strategic importance to Sony Corporation, with
Sony/ATV and EMI MP remaining an integral piece of this strategy.
What Could Change the Rating -- UP
Ratings could be upgraded if Moody's believes overall mechanical
revenue has stabilized, cash balances are maintained at forecasted
levels, and Moody's adjusted debt to EBITDA is sustained
comfortably below 4.75x with free cash flow to adjusted debt of at
least 6%. In addition, management would need to demonstrate a
commitment to balance debtholder returns with those of its
shareholders and exhibit operating performance and financial
policies consistent with a higher rating.
What Could Change the Rating -- DOWN
Ratings could be downgraded if debt-financed copyright additions
and acquisitions, or competitive pressures result in the company's
debt-to-EBITDA ratios being sustained above 6.25x (Moody's
adjusted), or if shareholder-friendly actions result in strained
liquidity or free cash flow to adjusted debt sustained below 1%.
The principal methodology used in this rating was Business &
Consumer Service Industry published in December 2014. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
Headquartered in New York, NY, EMI Music Publishing is the trade
name for MTL Publishing LLC, (d/b/a EMI Music Publishing in the US
and co-issuer of the revolving credit facility), while EMI Group
North American Holdings, Inc., a US subsidiary of EMI Music
Publishing Group International BV in the UK, is the term loan
issuer. As a standalone music publisher, EMI MP is the second
largest in the world, with a diverse catalog of approximately 2.2
million music copyrights. EMI MP has won Billboard Magazine's
Publisher of the Year for 12 consecutive years (with Billboard's
2014 rankings based on EMI MP and Sony/ATV on a combined basis) and
holds rights to one thousand #1 rated Anglo-American song hits over
the last 85 years. In June 2012, an investor group led by Sony
Corporation of America ("Sony America") acquired EMI Group's music
publishing business from Citigroup for approximately $2.2 billion.
The majority equity ownership is held by Sony and Mubadala
Development Company PJSC ("Mubadala"), an investment company owned
by the Abu Dhabi government, with minority shareholders comprising
Jynwel Capital and Blackstone/GSO, among others. EMI MP generated
revenue of $604 million in fiscal year ended March 31, 2015.
ENVISION HEALTHCARE: Moody's Affirms B1 CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has affirmed Envision Healthcare
Corporation's B1 Corporate Family Rating and B1-PD Probability of
Default Rating, following the company's announcement that it
entered into a definitive agreement to acquire Rural/Metro
Corporation for $620 million. In addition, Moody's affirmed the
Ba3 senior secured term loan rating and B3 senior unsecured notes
rating. Concurrently with the rating affirmation, Moody's has
changed Envision's rating outlook to stable from positive. The
Speculative Grade Liquidity Rating of SGL-1 is affirmed.
Rural/Metro is a provider of emergency and non-emergency ambulance
transportation, as well as specialty fire protection services with
operations in 21 states and nearly 700 communities. Rural/Metro is
expected to generate about $600 million in revenues for fiscal
2015.
The change in the rating outlook to stable reflects both the large
size of the Rural/Metro acquisition and the incremental debt
required to effect the transaction, including the almost $500
million in acquisitions completed in 1st quarter of 2015. Moody's
estimates that pro forma debt to EBITDA could rise to 4.3 times,
for the LTM ended June 30, 2015, if the acquisition is fully debt
funded. Moody's anticipates that debt reduction will be limited
over the next twelve months and that the company will be delayed in
achieving Moody's previously expected debt to EBITDA below 4 times.
Furthermore, Moody's has concerns regarding potential integration
risks, given Rural/Metro's recent operating and financial
difficulties. Moody's also expects that Envision will remain
aggressive in its acquisition strategy. It should also be noted
that if the transaction is funded with secured debt, the rating on
the company's existing term loan would likely be downgraded to B1
from Ba3.
Following is a summary of Moody's rating actions.
Ratings affirmed:
Corporate Family Rating at B1
Probability of Default Rating at B1-PD
Senior secured term loan due 2018 at Ba3 (LGD 3)
Senior unsecured notes due 2022 at B3 (LGD 5)
Speculative Grade Liquidity rating at SGL-1
RATING RATIONALE
The B1 Corporate Family Rating reflects Envision's solid credit
metrics and Moody's expectation that debt to EBITDA will remain in
the low 4 times range as strong free cash flow is used to fund
smaller acquisitions. The rating also benefits from Envision's
considerable scale and geographic diversification in its two
primary segments -- physician staffing and medical transport --
which are otherwise very fragmented among other providers. The
rating reflects Moody' concerns with the high level of government
reimbursement and the company's aggressive acquisition strategy.
However, Moody's expects transactions to be funded in a manner that
maintains solid credit metrics.
The stable outlook reflects Moody's expectation that the company
will continue to benefit from both organic expansion of operations
as well as small tuck-in acquisitions. The outlook also reflects
Moody's anticipation that the company will remain disciplined in
its acquisition strategy with respect to leverage and its expansion
into newer service areas.
The rating could be upgraded if the company experiences continued
favorable growth in both revenues and EBITDA, which result in debt
to EBITDA sustained below 4.0 times. Furthermore, an upgrade would
be contingent upon Envision experiencing minimal disruption with
the integration of Rural/Metro, while also maintaining a
conservative financial policy.
If the company pursues additional debt-financed acquisitions or
shareholder initiatives, such that debt to EBITDA increases above
5.0 times, on a sustained basis, the rating could be downgraded. In
addition, a deterioration in the company's liquidity profile and/or
materially negative developments in the reimbursement environment
could result in a downgrade.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
Envision Healthcare Corporation headquartered in Greenwood Village,
CO, is a leading provider of emergency medical services in the U.S.
Envision operates through three business segments: EmCare is the
company's emergency department and hospital physician outsourcing
segment, AMR is a leading provider of medical transport in the
U.S., and Evolution Health is an emerging provider of comprehensive
physician-led post-hospital management solutions. Envision is
listed on the New York Stock Exchange. For the LTM period ending
June 30, 2015, the company reported revenues of $4.6 billion.
EQUINOX HOLDINGS: Moody's Affirms B2 CFR on SoulCycle's IPO
-----------------------------------------------------------
Moody's Investors Service said the B2 CFR of Equinox Holdings, Inc.
remain unchanged following SoulCycle Inc.'s recent IPO filing, as
the current ratings reflect the company's expected performance
exclusive of SoulCycle and other unrestricted subsidiaries. Upon
completion of the proposed offering, Equinox will no longer have
any ownership interest in SoulCycle. SoulCycle intends to use
proceeds to repay a portion of its outstanding debt, for capex and
general corporate purposes, and to pay a tax-related distribution
to Equinox.
FOUR OAKS: Announces Record Earnings of $17.5 Million for Q2
------------------------------------------------------------
Four Oaks Fincorp, Inc., the holding company for Four Oaks Bank &
Trust Company, announced the results for the second quarter and six
months ended June 30, 2015. The Company reported net income of
$17.5 million and $18.5 million, respectively, for the second
quarter and six months ended June 30, 2015, compared to net income
of $2.4 million and $3.8 million for the same periods in 2014.
During the second quarter of 2015, the Company determined that it
is more likely than not that sufficient taxable income will be
generated to realize a significant portion of its deferred tax
assets. This conclusion, and partial release of the valuation
allowance, was based upon a number of factors including continued
improvement in quarterly earnings, forecasted future profitability,
improved asset quality and the execution of the Asset Resolution
Plan. As a result, the Company recognized a $16.5 million income
tax benefit which positively impacted earnings and increased
capital for the Bank and the Company.
In addition to the partial reversal of the valuation allowance, the
Company continues to improve performance and reported pre-tax
earnings of $914,000 and $1.9 million, respectively, for the second
quarter and six months ended June 30, 2015. Asset quality
continues to improve with classified assets to capital ratio
declining to 17.1% as of June 30, 2015, compared to 23.9% at
Dec. 31, 2014, and 65.0% at June 30, 2014. The Bank remains well
capitalized at June 30, 2015 and reports a leverage ratio of 9.5%,
common equity Tier 1 and Tier 1 risk based capital of 14.0%, and
total risk based capital of 15.2%. At Dec. 31, 2014, the Bank had
a leverage ratio of 7.2%, common equity Tier 1 capital and Tier 1
risk based capital of 13.5%, and total risk based capital of
14.7%.
Net Interest Income and Net Interest Margin:
Net interest margin annualized for the three and six months ended
June 30, 2015, was 3.3% and 3.2% compared to 2.7% for these same
periods in 2014. Net interest income totaled $5.6 million and
$11.4 million for the quarter and six months ended June 30, 2015,
respectively, as compared to $5.2 million and $10.4 million for the
same periods in 2014. Cost of funds continues to improve as
interest expense declined to $1.7 million and $3.4 million for the
quarter and six months ended June 30, 2015, respectively, as
compared to $2 million and $4.1 million for the same periods in
2014. The increased net interest income stems primarily from
increased investment income, declining interest expense on
deposits, and lower expense on long term borrowings that resulted
from the balance sheet strategies executed by the Company in the
fourth quarter of 2014.
Non-Interest Income:
Non-interest income was $1.7 million and $3.2 million for the
quarter and six months ended June 30, 2015, respectively, as
compared to $3.4 million and $5.5 million for these same periods in
2014. The comparative declines in non-interest income continue to
be primarily from lower income received through ACH third party
payment processor (TPPP) indemnifications as the Company has
substantially exited this line of business as of June 30, 2015.
During the second quarter and six months ended June 30, 2015, other
non-interest income included indemnification income of $164,000 and
$343,000, respectively, compared to $1.7 million and $2.3 million
during the second quarter and six months ended
June 30, 2014.
Non-Interest Expense:
Non-interest expense totaled $6.4 million and $12.7 million for the
quarter and six months ended June 30, 2015, respectively, as
compared to $6.2 million and $12.1 million for the same periods in
2014. These increases resulted primarily from increases in
compensation-related expenses as the Company added additional
personnel and implemented new performance based compensation plans
in 2015. Other operating expenses increased for both periods
reflecting continued investment in the Company's technology
platform, along with the noted investment in its employees, both of
which the Company believes will allow the Company to build a
foundation for future growth. These increased expenses were offset
by declines in collection and foreclosure related expenses and FDIC
insurance due to improvements in asset quality and an overall
improved financial condition.
Balance Sheet:
Total assets were $721.9 million at June 30, 2015, compared to
$820.8 million at Dec. 31, 2014, a decline of $98.9 million related
nearly entirely to the exit of the ACH TPPP business line, offset
by the reversal of the valuation allowance, which was a $16.5
million increase to total assets. Cash, cash equivalents, and
investments were $219.8 million at June 30, 2015, compared to
$336.9 million at Dec. 31, 2014, a decrease of $117.1 million
related to the above mentioned business line exit. Outstanding
gross loans increased to $454.6 million at June 30, 2015, compared
to $452.3 million at Dec. 31, 2014, as solid loan production was
offset by loan pay downs and maturities. Total liabilities were
$663.1 million at June 30, 2015 compared to $780.1 million at
Dec. 31, 2014, a decline of $117 million primarily due to the ACH
TPPP business line exit.
Total shareholders' equity increased $18.1 million to $58.8 million
at June 30, 2015, compared to $40.7 million at Dec. 31, 2014. This
increase resulted primarily from the increased net income due to
improved operating performance and the reversal of the $16.5
million valuation allowance against the Company’s deferred tax
assets.
Asset Quality:
Nonperforming loans totaled $8.2 million at June 30, 2015, a
decrease of $1.9 million compared to $10.1 million at Dec. 31,
2014. Foreclosed assets totaled $2.7 million at June 30, 2015,
compared to $3.8 million at Dec. 31, 2014, a reduction of $1.1
million. Total nonperforming assets were $10.9 million or 1.6% of
total assets at June 30, 2015, as compared to $13.9 million or 1.7%
of total assets at Dec. 31, 2014. The continued declines in
nonperforming asset ratios are due to ongoing efforts by the
Company to execute the Company's previously disclosed asset
resolution plan and reduced additions to nonperforming assets. The
allowance for loan and lease losses increased slightly to $9.8
million as of June 30, 2015, compared to $9.4 million as of
Dec. 31, 2014, due to net recoveries of $434,000 during the first
half of the year. The allowance for loan and lease losses as a
percentage of gross loans increased slightly to 2.2% at June 30,
2015, up from 2.1% at Dec. 31, 2014.
President and Chief Executive Officer David H. Rupp stated, "This
has been an important quarter for our Company. The reversal of a
significant portion of the valuation allowance reflects the ongoing
improvements across our business, balanced with conservatism and an
eye to the future. Lending, deposit gathering and operating
earnings continued at a solid pace and we were able to complete the
bulk of our technology conversion during the first half of this
year. We remain thankful for the support of our customers, our
communities and our fine team members as we focus on community
banking and its important role in the economy."
With $721.9 million in total assets as of June 30, 2015, the
Company, through its wholly-owned subsidiary, Four Oaks Bank &
Trust Company, offers a broad range of financial services through
its sixteen offices in Four Oaks, Clayton, Smithfield, Garner,
Benson, Fuquay-Varina, Wallace, Holly Springs, Harrells, Zebulon,
Dunn, Raleigh (LPO), Apex (LPO) and Southern Pines (LPO), North
Carolina. Four Oaks Fincorp, Inc. trades through its market makers
under the symbol of FOFN.
About Four Oaks
Four Oaks Bank & Trust Company is a state chartered bank
headquartered in Four Oaks, North Carolina, where it was chartered
in 1912. The wholly-owned subsidiary of Four Oaks Fincorp, Inc.,
the single bank holding company trading under the symbol FOFN on
the OTCQX Marketplace, the Bank had $820.8 million in assets as of
Dec. 31, 2014. The Bank presently operates thirteen branches
located in Four Oaks, Clayton, Garner, Smithfield, Benson,
Fuquay-Varina, Holly Springs, Wallace, Harrells, Zebulon, Dunn and
Raleigh and loan production offices in Southern Pines and in
Raleigh, North Carolina.
Four Oaks Fincorp reported a net loss of $4.18 million in 2014, a
net loss of $350,000 in 2013, a net loss of $6.96 million in 2012
and a net loss of $9.09 million in 2011. As of Dec. 31, 2014, the
Company had $821 million in total assets, $780 million in total
liabilities and $40.7 million in total shareholders' equity.
Written Agreement
In late May 2011, the Company and the Bank entered into a Written
Agreement with the Federal Reserve Bank of Richmond and the North
Carolina Commissioner of Banks. Under the terms of the Written
Agreement, the Bank developed and submitted for approval, within
the time periods specified, plans to:
* revise lending and credit administration policies and
procedures at the Bank and provide relevant training
* enhance the Bank's real estate appraisal policies and
procedures
* enhance the Bank's loan grading and independent loan review
programs
* improve the Bank's position with respect to loans,
relationships, or other assets in excess of $750,000, which
are now or in the future become past due more than 90 days,
are on the Bank's problem loan list, or adversely classified
in any report of examination of the Bank, and
* review and revise the Bank's current policy regarding the
Bank's allowance for loan and lease losses and maintain a
program for the maintenance of an adequate allowance.
FRESH PRODUCE: Has Until Aug. 15 to Decide on 10 Leases
-------------------------------------------------------
Judge Michael E. Romero of the United States Bankruptcy Court for
the District of Colorado, at the behest of Fresh Produce Holdings,
LLC, et al., extended through and including Aug. 15, 2015, the time
for the Debtors to assume or reject the leases for 10 stores in
various locations.
On May 22, 2015, the Court entered an order permitting Tiger
Capital Group, LLC, to conduct store-closing sales at certain of
the Debtors' lease locations through August 15, 2015. The Debtors
sought a brief extension of the deadline imposed by Section
365(d)(4)(A) of the Bankruptcy Code through August 16 to conclude
the store closing sales in accordance with the Court's May 22
Order, at which time they will be deemed rejected.
The Debtors explained that together with the Purchaser, they need
time to liquidate the inventory at those locations subject to the
Leases. Once the Purchaser concludes the store closing sales on
August 15, 2015, the Debtors will have completed their obligations
under the Court's Store Closing Order. The Debtors have determined
in their business judgment that continuing their performance under
the Leases past August 15 would be burdensome for the estate.
Judge Romero's Order provides that the Leases will be deemed
rejected pursuant to Section 365 effective August 16, 2015.
The Debtors are represented by:
Michael J. Pankow, Esq.
Joshua M. Hantman, Esq.
Rafael R. Garcia-Salgado, Esq.
BROWNSTEIN HYATT FARBER SCHRECK, LLP
410 17th Street, Suite 2200
Denver, Colorado 80202
Tel: (303) 223-1100
Fax: (303) 223-1111
Email: mpankow@bhfs.com
jhantman@bhfs.com
rgarcia@bhfs.com
About Fresh Produce Holdings
Fresh Produce Holdings, LLC, and five separate entities filed
Chapter 11 petitions in the U.S. Bankruptcy Court for the District
of Colorado on April 4, 2015. Holdings is the parent company, and
the various related or subsidiary entities include: Fresh Produce
Retail, LLC, Fresh Produce Sportswear, LLC, Fresh Produce of St.
Armands, LLC, FP Brogan-Sanibel Island, LLC, and Fresh Produce of
Coconut Point, LLC. All of the cases are jointly administered
under Case No. 15-13485.
Headquartered in Boulder, Colorado Fresh Produce --
http://www.freshproduceclothes.com/-- designs, develops and
markets women's apparel and accessories. The company says its
collections of tops, pants, skirts and dresses feature a signature
garment dye process with more than 80 percent produced in the
United States. It says products are available in 26 company-owned
boutiques located across the United States, as well as 400
independent retail locations.
Fresh Produce Holdings disclosed $15,657,041 in assets and
$13,320,303 in liabilities as of the Chapter 11 filing.
The Debtors are represented by Michael J. Pankow, Esq., at
Brownstein Hyatt Farber Schreck, in Denver. The bankruptcy cases
are assigned to Judge Sidney B. Brooks.
The Debtor's subsidiary earlier commenced bankruptcy cases on April
2, 2015: FP Brogan-Sanibel Island, LLC (Case No. 15-13420), Fresh
Produce Coconut Point, LLC (Case No. 15-13421), Fresh Produce of
St. Armands, LLC (Case No. 15-13417), Fresh Produce Retail, LLC
(15-13415), and Fresh Produce Sportswear, LLC (15-13416).
The U.S. Trustee for Region 19 amended the membership of the
Official Committee of Unsecured Creditors. The Committee is
consist of four unsecured creditors.
GRANITE DELLS: Liquidating Agent Asks Court to Close Ch. 11 Case
----------------------------------------------------------------
Arizona Eco Development LLC, as liquidating agent and assignee of
dissolved debtor Granite Dells Ranch Holdings, LLC, asks the United
States Bankruptcy Court for the District of Arizona to close the
Chapter 11 case and grant a final decree.
As of July 29, 2015, GDRH, by and through AED and the Liquidation
Board, has completed all obligations under the Plan, and GDRH has
no further distributions to make under the Plan.
Donald L. Gaffney, Esq., at Snell & Wilmer L.L.P., in Phoenix,
Arizona, asserts that a final decree is appropriate because (1) the
Confirmation Order is final; (2) all Estate assets have been
transferred pursuant to the Plan; (3) GDRH has been dissolved; (4)
all Claims litigation has been fully and finally resolved; (5)
GDRH's Estate Causes of Action against the Cavan Group have been
settled; (6) all distributions under the Plan have been made; and
(7) all motions, contested matters and adversary proceedings in the
Bankruptcy Case have been resolved. Leaving the Bankruptcy Case
open would needlessly increase administrative expenses, Mr. Gaffney
further asserts.
Arizona Eco Development is represented by:
Donald L. Gaffney, Esq.
Jill H. Perrella, Esq.
SNELL & WILMER L.L.P
One Arizona Center
400 E. Van Buren
Phoenix, AZ 85004-2202
Tel: (602)382-6254
Fax: (602)382-6070
Email: dgaffney@swlaw.com
jperrella@swlaw.com
About Granite Dells Ranch Holdings
Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix on March 13, 2012. Judge Redfield T. Baum PCT Sr.
oversees the case. The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP. The Debtor disclosed
$2.22 million in assets and $157 million in liabilities as of the
Chapter 11 filing.
Cavan Management Services, LLC is the Debtor's manager. David
Cavan, member of the firm, signed the Chapter 11 petition.
Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P. The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company. According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver. Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.
The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells because an
insufficient number of unsecured creditors have expressed interest
in serving on a committee.
GT ADVANCED: Court OKs Three-Month Exclusivity Extension
--------------------------------------------------------
The Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the
District of New Hampshire extended GT Advanced Technologies Inc.,
et al.'s exclusive periods to file a chapter 11 plan until Aug. 31,
2015, and solicit acceptances for that plan until Oct. 30, 2015.
The Official Committee of Unsecured Creditors, as well as other
parties, filed an objection to the Debtors' second motion for
exclusivity extensions. The Committee, in a limited objection,
said that it is concerned about the Debtors' lack of meaningful
progress towards an exit strategy from these cases.
The Committee's objection was later resolved. The Debtors on July
19 informed the Court that after extensive negotiations, the
Debtors and the Official Committee of Unsecured Creditors had
agreed to a three-month extension of the Debtors' exclusive filing
and solicitation periods to and including Aug. 31, and Oct. 30,
respectively.
The Debtors in their second exclusivity motion had asked the Court
to extend their exclusive periods (a) to file a plan until Sept.
30, and (b) to solicit acceptances for that plan until Nov. 30.
In response to the objection of the 0.1682% Shareholders, the
Debtors told the Court that the 0.1682% Shareholders' request was
totally inappropriate. The 0.1682% Shareholders had requested that
the Court direct the Debtors to include the Ad Hoc Group of Equity
Interest Holders in plan discussions. To be clear, the 0.1682%
Shareholders hold less than a single percent of the Debtors' equity
shares and, in fact, bought 85% of their paltry position after the
Petition Date.
Party-in-interest PC Connection Sales Corp., being the holder of a
503(b)(9) claim and other claims against the Debtors, stated that
the Court must not deny the motion and deny the borrowing motion
unless and until the Debtors demonstrate that there is a reasonable
likelihood that a plan of reorganization which benefits creditors
will be confirmed within a reasonable period of time.
In seeking an exclusivity extension, James T. Grogan, Esq., at Paul
Hastings LLP, in New York, told the Court that the approximately
four-month extension of exclusivity is necessary to allow GTAT
sufficient time to resolve intercompany issues and to propose a
Chapter 11 plan, which may include value maximizing structures,
that takes advantage of all that has been accomplished in the
Chapter 11 cases to date. Mr. Grogan adds that opening the plan
process up to competing plans and the inherent competing interests
at this juncture could undermine all of the progress made in the
Chapter 11 cases, interfere with and detract from negotiations
regarding the intercompany issues, and distract the Debtors'
employees and professionals' attention from implementing the
Business Plan to the detriment of all parties-in-interest.
About GT Advanced
Headquartered in Merrimack, New Hampshire, GT Advanced Technologies
Inc. -- http://www.gtat.com/-- produces materials and equipment
for the electronics industry. On Nov. 4, 2013, GTAT announced a
multiyear supply deal with Apple Inc. to produce
sapphire glass material for use in consumer electronics products.
Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.
GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT." GTAT was de-listed from the
NASDAQ stock exchange in October 2014.
As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT
had $85 million in cash, $84 million of which is unencumbered.
On Oct. 6, 2014, GT Advanced Technologies and eight affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D.N.H. Lead Case No.
14-11916). GT says that it has sought bankruptcy protection due
to a severe liquidity crisis brought about by its issues with
Apple.
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.
The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors. The Committee' professionals are Kelley
Drye as its bankruptcy counsel; Devine, Millimet & Branch,
Professional Association as local counsel; EisnerAmper LLP as
financial advisors; and Houlihan Lokey Capital, Inc. as investment
banker.
GTAT has reached a settlement with Apple. The settlement gives
Apple an approved claim for $439 million secured by more than
2,000 sapphire furnaces that GT Advanced owns and has four years
to
sell, with proceeds going to Apple. In addition, Apple gets
royalty-free, non-exclusive licenses for GTAT's technology.
The bankruptcy case is assigned to Judge Henry J. Boroff.
HALCON RESOURCES: Posts $1.09 Billion Net Loss for Second Quarter
-----------------------------------------------------------------
Halcon Resources Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.09 billion on $168 million of total operating revenues for
the three months ended June 30, 2015, compared with a net loss of
$67.5 million on $327 million of total operating revenue for the
same period in 2014.
For the six months ended June 30, 2015, the Company reported a net
loss of $1.68 billion on $304 million of total operating revenues
compared to a net loss of $140 million on $602 million of total
operating revenues for the same period last year.
As of June 30, 2015, the Company had $4.64 billion in total assets,
$4.1 billion in total liabilities, $137 million in redeemable
non-controlling interest, and $346 million in total stockholders'
equity.
A copy of the Form 10-Q is available at http://is.gd/13GGU1
About Halcon Resources
Halcon Resources Corporation acquires, produces, explores and
develops onshore liquids-rich assets in the United States. This
independent energy company operates in the Bakken/Three Forks, El
Halcon and Tuscaloosa Marine Shale formations.
* * *
As reported by the TCR on Jan. 27, 2015, Moody's Investors Service
downgraded Halcon's Corporate Family Rating to 'Caa1' from 'B3' and
the Probability of Default Rating to 'Caa1-PD' from 'B3-PD'. The
downgrade reflects growing risk for Halcon's business profile
because of high financial leverage and limited liquidity as its
existing hedges roll-off and stop contributing to its borrowing
base over the next 12-18 months.
In June 2015, the TCR reported that Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based Halcon
Resources Corp. to 'B-' from 'SD' (selective default).
"The upgrade follows our assessment that Halcon is unlikely to
enter into additional debt-for-equity transactions, which we could
potentially view as distressed exchanges, because of its low stock
price and diminished market appetite," said Standard & Poor's
credit analyst Ben Tsocanos.
HD SUPPLY: Intends to Enter Into New Senior Term Loan Facility
--------------------------------------------------------------
HD Supply, Inc., an indirect wholly-owned subsidiary of HD Supply
Holdings, Inc., announced its intention to enter into a new Senior
Secured Term Loan Facility, the proceeds of which the Company
intends to use, together with cash on hand and borrowings under its
existing Senior Secured Revolving Facility, to refinance its
existing Senior Secured Term Loan Facility.
The Company expects the new Senior Secured Term Loan Facility will
mature in 2021 and will permit the Company to pay down certain
existing indebtedness, including using the expected proceeds of the
recently announced sale of its Power Solutions business unit to
redeem all of its outstanding 11% Senior Secured Second Priority
Notes due 2020. The Company currently anticipates that the Power
Solutions transaction will be completed in the Company's fiscal
third quarter; however, there can be no assurances that the
transaction will be completed, as it is subject to market and other
customary conditions. The Company expects the new Senior Secured
Term Loan Facility will generally contain terms and conditions
consistent with its existing Senior Secured Term Loan Facility;
however, there can be no assurance that a new facility will be
available on terms satisfactory to the Company or that the Company
will enter into any that facility.
The Company filed with the Securities and Exchange Commission a
copy of a slide presentation to certain of its lenders. The
presentation is available for free at http://is.gd/0bycw5
About HD Supply
HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling. HDS also
provides maintenance, repair and operations services. Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction. HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.
As of May 3, 2015, HD Supply had $6.3 billion in total assets, $6.8
billion in total liabilities and a $498 million total stockholders'
deficit.
* * *
As reported by the TCR on Aug. 5, 2015, Moody's Investors Service
upgraded HD Supply, Inc.'s Corporate Family Rating to B2 from B3
and revised its rating outlook to positive from stable, since key
debt credit metrics are becoming more supportive of higher ratings.
The upgrade of HDS's Corporate Family Rating to B2 from B3 and the
change in rating outlook to positive from stable results from
Moody's expectations for key debt credit metrics becoming more
supportive of higher ratings, due to solid operating performance
and lower levels of balance sheet debt.
The TCR reported in August 2015 that Standard & Poor's Ratings
Services said that it has raised its corporate credit rating on
Atlanta-based industrial distributor HD Supply Inc. to 'B+' from
'B'. "The upgrade reflects the company's consistently good
operating performance over the past 12 months, which has caused its
leverage to fall below 6x as of May 3, 2015," said Standard &
Poor's credit analyst Svetlana Olsha.
HERMANN & COMPANY: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hermann & Company, LLC
dba Dora's Mexican Restaurant
2406 South Parker Road
Denver, CO 80231
Case No.: 15-18737
Chapter 11 Petition Date: August 4, 2015
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Hon. Sidney B. Brooks
Debtor's Counsel: Lee M. Kutner, Esq.
KUTNER BRINEN GARBER, P.C.
1660 Lincoln St., Ste. 1850
Denver, CO 80264
Tel: 303-832-2400
Email: lmk@kutnerlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dora Hermann, manager.
A list of the Debtor's 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob15-18737.pdf
HUNTSMAN INT'L: Moody's Assigns Ba2 Rating on Amended Term Loan B
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Huntsman
International LLC's (HI) amended secured term loan B. Huntsman is
asking holders of its senior secured term B - Series 1 and Series 2
- to extend the maturity of loan by two years to April 2019 in
exchange for a 25 bp fee and an increase in the undrawn spread to
LIBOR+300. HI is a direct subsidiary of Huntsman Corporation
(Huntsman), and both entities have Corporate Family Ratings (CFRs)
of Ba3 with stable outlooks.
"Huntsman is seeking to extend the maturity of its term loan as the
lack of EBITDA growth has limited the free cash flow available for
debt repayment," stated John Rogers Senior Vice President at
Moody's.
Ratings assigned:
Huntsman International LLC
Amended senior secured term loan B at Ba2 (LGD2)
RATINGS RATIONALE
The Ba3 Corporate Family Ratings (CFR) at Huntsman and HI reflect
their solid competitive position in urethanes, as well as an
experienced management team. Additional support for the rating
considers management's stated intention to reduce net leverage to
about 2.0 to 2.5 times on a normalized EBITDA basis (this ratio
does not incorporate Moody's adjustments). However, current credit
metrics are relatively weak for the rating due to the October 1,
2014 acquisition of Rockwood Specialties Group Inc.'s (Rockwood)
Pigments and Performance Additives (P&PA) business for $1.2 billion
($1 billion in cash and $233 in pension liabilities). Huntsman's
pro forma Debt/EBITDA, for the LTM June 30, 2015, is 4.8x as plant
turnarounds and weaker margins in TiO2 have limited free cash flow
generation. Huntsman's financial performance is likely to remain
challenged due to industry conditions, despite additional cost
reduction actions. Hence, debt repayment is likely to be slower
than Moody's had previously forecasted. The weakness in TiO2
prices in the first half of 2015 indicates that the trough in TiO2
is likely to be extended unless additional capacity is shut down.
Moody's also believes that Huntsman's will not be able to undertake
an initial public offering of the TiO2 business in 2016.
The Ba2 rating on the amended term loan B is the same as HI's
existing term loan and senior secured revolving credit facility.
Ratings on the prior term loans are likely to remain outstanding as
Huntsman is not seeking to extend the maturity on all of its term
loan debt.
While Huntsman's Pigments (TiO2) business remains challenged, three
of its other segments (Performance Products, Advanced Materials and
Textile Effects) have demonstrated moderate year-over-year
improvements in 2015. Moody's expects that Huntsman's financial
performance will improve in the second half of 2015 due to lower
raw material costs but that credit metrics will remain at the low
end of the rating category.
The Debt/EBITDA metric cited above incorporates Moody's standard
adjustments, which add roughly $1.55 billion of additional debt
($978 million in pensions, and $578 million in capitalized
operating leases).
The stable outlook reflects the expected improvement in Huntsman's
financial metrics in the second half of 2015 and into 2016, from
the weak pro forma levels cited above, given the anticipated growth
in Huntsman's Polyurethane and Performance Products businesses.
Moody's could downgrade Huntsman's ratings if TiO2 margins
deteriorate further, with Debt/EBITDA remaining above 4.5x and
Retained Cash Flow/Debt falling below 10% for an extended period.
The ratings currently have limited upside due to the Rockwood
acquisition, but could be upgraded if Huntsman successfully reduced
leverage below 3.5x on a sustainable basis.
The principal methodology used in this rating was Global Chemical
Industry Rating Methodology published in December 2013. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
Huntsman Corporation is a global manufacturer of differentiated and
commodity chemical products. Huntsman's products are used in a
wide variety of end markets, including aerospace, automotive,
construction, consumer products, electronics, medical, packaging,
coatings, refining and synthetic fibers. Huntsman has revenues of
almost $12 billion.
HYDROCARB ENERGY: Signs Employment Agreement with CAO
-----------------------------------------------------
Hydrocarb Energy Corporation entered into an employment agreement
with Christine P. Spencer effective June 12, 2015, pursuant to
which Ms. Spencer agreed to serve as the chief accounting officer
of the Company at a salary of $160,000 per year. The agreement has
a term of one year, provided that the agreement automatically
extends for additional one year periods unless either party
provides the other written notice of their intent not to renew the
agreement at least 60 days prior to the date of any applicable
automatic extension. In the event the Company terminates the
agreement without cause or Ms. Spencer terminates the agreement for
good reason, Ms. Spencer is due salary and insurance benefits for a
period of 12 months from the termination date.
SMDRE Note
On Dec. 4, 2013, Hydrocarb sold 619,960 shares of restricted common
stock of the Company in consideration for a $1,859,879 non-interest
bearing note from SMDRE LLC, of which Michael Watts, the brother of
the Company's chief executive officer, Kent P. Watts, holds a 49%
interest. The Company acquired this note upon its acquisition of
HCN on Dec. 9, 2013. The 619,960 shares of the Company's common
stock were previously issued by the Company to HCN to settle
liabilities related to a consulting services agreement which was in
place between the Company and HCN. The note was due upon the
occurrence of any of the following conditions: (1) upon the sale of
all or part of the shares by the owner of the shares to a third
party; (2) within 60 days of the six month anniversary of the Dec.
4, 2013, stock sale or within 60 days from the date that the shares
become unrestricted (whichever occurred first); or (3) within 90
days of the date our common stock is listed on a major stock
exchange and trades at a share price above $6.00 per share.
This note receivable was extended on Aug. 4, 2014, for an extension
fee of $50,000, payable in the future, with $750,000 due to be
repaid by Dec. 31, 2014, with the remaining balance to be repaid by
March 31, 2015.
On April 27, 2015, the Board of Directors agreed to offer SMDRE the
option, for 90 days, for the SMDRE note to be paid in full for a
67% discount. Between April 27, 2015, and July 9, 2015, the
Company received payments on the SMDRE LLC note in the amount of
$531,000. The balance of the discounted note of $88,898 has been
extended for another 60 days.
Duma Holdings Note
On July 16, 2015, pursuant to a Note Subscription Agreement, the
Company sold a $350,000 Convertible Secured Promissory Note to Duma
Holdings, LLC, of which Chris Herndon, a member of our Board of
Directors, owns a 20% interest. The Duma Holdings Note is
convertible at any time, provided the note is converted in full,
into (a) 1.75 units, each consisting of 25,000 shares of common
stock of the Company and $100,000 in face amount of Convertible
Subordinated Promissory Notes in the form currently offered by the
Company in its ongoing private offering of Units as previously
disclosed in the Current Report on Form 8-K filed by the Company
with the Securities and Exchange Commission on June 19, 2015; and
(b) 350,000 shares of common stock (393,750 shares of common stock
in aggregate when combined with the shares which form part of the
Units). The Duma Holdings Note is due and payable by us on
Nov. 30, 2015. The Duma Holdings Note accrues interest at the rate
of 15% per annum, payable beginning on Oct. 31, 2015, and quarterly
thereafter through maturity. The Duma Holdings Note can only be
repaid with the prior written approval of Duma Holdings. The Duma
Holdings Note contains usual and customary events of default,
representations and warranties. The payment of the principal and
accrued interest due under the Duma Holdings Note is personally
guaranteed by Kent P. Watts, the Company's chief executive officer
and Michael Watts, his brother, pursuant to separate guaranty
agreements, and secured by a first priority security interest on
certain real estate owned by Kent P. Watts pursuant to a Deed of
Trust, Assignment of Rents and Security Agreement.
About Hydrocarb Energy
Hydrocarb Energy, formerly known as Duma Energy Corp, is a
publicly-traded Domestic and International energy exploration and
production company targeting major under-explored oil and gas
projects in emerging, highly prospective regions of the world.
With exploration concessions in Africa, production in Galveston
Bay and Oil Field Services in the United Arab Emirates, the
Company maintain offices in Houston, Texas, Abu Dhabi, UAE and
Windhoek, Namibia.
Hydrocarb Energy reported a net loss of $6.55 million on $5.06
million of revenues for the year ended July 31, 2014, compared to
a net loss of $37.5 million on $7.07 million of revenues for the
year ended July 31, 2013.
As of April 30, 2015, the Company had $27.6 million in total
assets, $24.2 million in total liabilities and $3.4 million in
total equity.
"A decline in the price of our common stock could result in a
reduction in the liquidity of our common stock and a reduction in
our ability to raise additional capital for our operations.
Because our operations to date have been largely financed through
the sale of equity securities, a decline in the price of our
common stock could have an adverse effect upon our liquidity and
our continued operations. A reduction in our ability to raise
equity capital in the future could have a material adverse effect
upon our business plan and operations, including our ability to
continue our current operations," the Company stated in its
annual report for the year ended July 31, 2014.
IPREO HOLDINGS: Moody's Affirms B3 CFR on $60MM Incremental Loan
----------------------------------------------------------------
Moody's Investors Service said Ipreo Holdings LLC's B3 Corporate
Family Rating (CFR), debt ratings and stable outlook are not
impacted by the company's recent announcement that it will raise a
$60 million incremental term loan to help fund the iLEVEL
acquisition announced on July 23rd and repay revolver borrowings.
The principal methodology used in this rating was Global Business
and Consumer Service Industry published in December 2014. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
Ipreo Holdings LLC, headquartered in New York, NY, is a provider of
financial data, market information, and workflow tools to over 900
small and medium-sized financial firms and more than 1,600
investment banking and corporate clients. Ipreo has nearly 900
employees and operations throughout the US, Europe, and Asia.
JTS LLC: U.S. Trustee Forms Three-Member Creditors' Committee
-------------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of JTS, LLC
appointed three creditors of the company to serve on the official
committee of unsecured creditors:
(1) H. Watt & Scott Inc.
Attn: Craig Watts, Secretary & Treasurer
P.O. Box 112627
Anchorage, AK 99511
(907) 344‐6628
(907) 344‐5360 (fax)
(2) Seven C Investments, Inc.
Attn: Bruce A. Chambers, President
2600 Denali St., Ste 711
Anchorage, AK 99503
(907) 565‐5665
(907) 565‐5670 (fax)
(3) SOLO, LLC
Attn: Bruce A. Chambers, Managing Member
2600 Denali St., Ste 711
Anchorage, AK 99503
(907) 565‐5665
(907) 565‐5670 (fax)
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About JTS
JTS, LLC, doing business as Johnson's Tire Service, sought Chapter
11 protection (Bankr. D. Alaska Case No. 15-00167) in Anchorage,
Alaska, on June 15, 2015, without stating a reason. JTS, in the
business of retail tire sales and automobile maintenance and
repair, estimated $10 million to $50 million in assets and debt.
The formal schedules of assets and liabilities and the statement of
financial affairs are due June 29, 2015. The Debtor tapped David
H. Bundy, Esq., at David H. Bundy, PC, in Anchorage, as counsel.
KIK CUSTOM: Moody's Affirms B3 Corp. Family Rating, Outlook Stable
------------------------------------------------------------------
Moody's Investors Service affirmed KIK Custom Products Inc.'s B3
corporate family rating (CFR), B3-PD probability of default rating
(PDR), B2 first lien term loan rating, and Caa2 second lien term
loan rating. The ratings outlook remains stable. Moody's also
assigned B2 and Caa2 ratings respectively to the proposed term loan
and senior unsecured notes to be issued by Kronos Acquisition
Holdings Inc., the indirect parent company of KIK Custom Products
Inc.. Moody's assigned an SGL-2 speculative grade liquidity rating
and a stable outlook to Kronos Acquisition Holdings Inc. and will
move the B3 CFR and B3-PD PDR to Kronos Acquisition Holdings Inc.
from KIK Custom Products Inc. when the refinance transaction
closes. Moody's will also withdraw the existing B2 first lien term
loan rating, Caa2 second lien term loan rating and stable outlook
of KIK Custom Products Inc. at the same time.
Net proceeds from the proposed $850 million senior secured term
loan B and $390 million senior unsecured notes, together with $413
million of contributed equity, primarily from Centerbridge Partners
LLC, will be used to fund the acquisition of KIK Custom Products
Inc. from CI Capital Partners and to repay existing debt.
"While the buy-out transaction will increase KIK's leverage by
almost a turn and a half of EBITDA to 8x, the affirmation of the
CFR considers that EBITDA growth and modest debt repayment will
enable leverage to fall within the range for the B3 rating through
the next 12 to 18 months," said Peter Adu, Moody's lead analyst for
KIK.
Ratings Assigned
Issuer: Kronos Acquisition Holdings Inc.
$850 million Secured Term Loan B due 2022, B2 (LGD3)
$390 million Unsecured Notes due 2023, Caa2 (LGD5)
Speculative Grade Liquidity Rating, SGL-2
Ratings Affirmed:
Issuer: KIK Custom Products
Corporate Family Rating, B3; to be moved at close
Probability of Default Rating, B3-PD; to be moved at close
$645 million First Lien Term Loan due 2019, B2 (LGD3); to be
withdrawn at close
$270 million Second Lien Term Loan due 2019, Caa2 (LGD5); to be
withdrawn at close
Outlook Actions:
Issuer: KIK Custom Products
Remains Stable; to be withdrawn at close
Issuer: Kronos Acquisition Holdings Inc.
Assigned as Stable
RATINGS RATIONALE
KIK's B3 CFR primarily reflects its high leverage (pro forma
adjusted Debt/EDITDA of 8x), low growth characteristics, lack of
meaningful debt repayment from free cash flow, and the presence of
a significantly larger and better capitalized branded competitor,
Clorox Company (Baa1, stable). The rating considers KIK's sizeable
share of the US private label bleach market, its position as the
largest contract manufacturer for blue-chip consumer packaged goods
customers, and its good position in pool additives following the
BioLab acquisition. In addition to its low growth profile,
operating results may be volatile given KIK's relatively high
exposure to raw material costs. Moody's expects the pool business,
synergy benefits from recent acquisitions and ongoing operational
improvements to drive growth in EBITDA and together with modest
debt repayment, leverage should fall below 6x in the next 12 to 18
months.
KIK has good liquidity (SGL-2), supported by pro forma cash of $20
million, $220 million of availability under its new $225 million
ABL revolver due 2020 and Moody's expectation for annual free cash
flow of at least $30 million. These sources are ample to meet term
loan amortizations of $8.5 million per year. KIK will not have to
comply with any financial covenant unless its availability falls
below $22.5 million, when it will have to comply with a minimum
fixed charge coverage ratio of 1x. Since Moody's does not expect
material usage of the ABL through the next 4 to 6 quarters, this
covenant is not expected to be restrictive. Access to alternative
liquidity from asset sales is unlikely because substantially all of
the company's assets are pledged as collateral for its new credit
facilities.
The outlook is stable given Moody's expectation that KIK's leverage
will decline below 6x, a level more supportive of the B3 rating,
within 12 to 18 months.
Moody's will consider upgrading KIK's ratings if it maintains
adequate liquidity, proves its ability to generate consistent
positive free cash flow, and sustains adjusted Debt/EBITDA towards
5.5x along with RCF/Net Debt well above 10%. The ratings will be
downgraded if there is significant deterioration in operating
performance arising from volume or price declines and margin
contraction such that adjusted Debt/EBITDA is sustained towards 7x.
KIK's ratings will also be downgraded if its liquidity
deteriorates, likely due to negative free cash flow generation on a
consistent basis.
The principal methodology used in these ratings was Global Packaged
Goods published in June 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.
KIK Custom Products Inc. manufactures a variety of household
cleaning, personal care, over-the-counter products, and pool
additives. Revenue for the last twelve months ended April 4, 2015
was $1.8 billion. KIK is headquartered in Concord, Ontario,
Canada.
KISSNER MILLING: Moody's Affirms B3 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service has affirmed Kissner Milling Company
Limited's B3 corporate family rating (CFR), and the company's B3-PD
probability of default rating (PDR). Concurrently, Moody's has
assigned a B3 to the company's proposed $425 million senior secured
first-lien term loan due in 2022. Moody's understands that the
proceeds of the proposed term loan will be used to (1) repay the
company's existing $220 million senior secured notes due in 2019;
(2) fund the recent acquisition of rock salt producer BSC Holding
Inc. (BSC, unrated); (3) fund a distribution to shareholders; and
(4) pay related transaction fees and expenses. Once repaid, Moody's
will withdraw the rating assigned to the company's senior secured
notes due in 2019. The outlook on all ratings remain stable.
In May 2015, Kissner was acquired by an investor group led by
Metalmark Capital. The previous majority shareholder, TorQuest
Partners sold its majority interest in Kissner to this investment
group comprised of Metalmark Capital, Silverhawk Capital Partners,
and Demetree Salt, LLC. With the exception of Kissner, all
entities are unrated.
In July 2015, Kissner announced they had reached a purchase
agreement to acquire BSC.
"The BSC acquisition improves Kissner's scale; however, the
increase in leverage will constrain the company's financial
flexibility during any period of mild snowfall within its area of
operations," says Anthony Hill, a Moody's Vice-President -- Senior
Credit Officer and lead analyst for Kissner.
Kissner ratings affected as a result of the action:
Affirmations:
Corporate Family Rating, B3 affirmed
Probability of Default Rating, B3-PD affirmed
Senior Secured Notes due 2019, B3, LGD4 affirmed
Assignments:
Senior Secured 1st Lien Term Loan due 2022, assigned B3, LGD4
Outlook Actions:
Outlook, Remains Stable
RATINGS RATIONALE
Kissner's B3 CFR is constrained by the company's high balance sheet
debt relative to annual sales and the book value of its tangible
assets, weather-dependent business model and equity-accommodative
financial policy. For fiscal year-end (FYE) April 2015 and pro
forma for the BSC acquisition, the company's leverage is expected
to be around 4.1x debt/EBITDA, on a Moody's-adjusted basis.
However, this metric is based on unusually strong earnings at both
companies over the past year. Moody's expects leverage to increase
to around 6.0x debt/EBITDA under mild snowfall conditions. Pro
forma for the BSC acquisition, normalized annual revenues will
increase from around $170 million to around $240 million. The CFR
is supported by regional competition in the salt business, which
ensures good volumes and profits except during mild winters. The
lack of geographic overlap between Kissner and BSC does provide
some degree of diversity, both operationally and from a weather
perspective. The company will also see a positive increase in
storage capacity and a broader reach into the Mid-West area of the
US.
Low salt inventories after a harsh snowfall season, can positively
affect next year's profitability. The same is true in reverse with
high inventories following a mild snowfall season. Additionally,
the contract bidding season for municipal governments can usually
lock-in profitability expectations for a season before the season
has begun unless the weather is unusually mild. In 2014, the
Mid-West area of the US experienced seasonally high levels of
snowfall. As a result, Kissner's profitability was outsized in
2014 and 2015, despite a normal 2015 snowfall season. Furthermore,
given the sector's demand and pricing characteristics, a normal
snowfall in 2015 will translate into a drop in Kissner's 2016 sales
volumes as compared to the seasonally high levels set in 2014 and
2015. If however, the 2016 season is milder than normal, the
decline in volumes could be greater, and will adversely impact
profitability in the 2017 season.
In Moody's opinion, the effect of a two-year mild weather event on
a salt company's credit profile and financial flexibility can be
acute. A conservative and disciplined financial policy can
significantly offset this risk. However, any shareholder
distribution associated with the transaction enhances this risk
(and returns some of the cash equity back to the sponsors less than
three months after it was just put into the transaction).
Pro forma for the transaction, Kissner's liquidity profile is
expected to be adequate. Primarily supported by its $50 million
asset based revolver and approximately $20 million of cash on hand
at the close of the transaction. Any shareholder distribution
associated with the transaction will weaken the company's liquidity
position and financial flexibility, especially for FYE 2016.
Moody's understands that the term loan facility will annually
require prepayment of 50% of excess cash flow (excess cash flow
sweep).
Using Moody's Loss Given Default (LGD) methodology, the PDR is
equal to the CFR. This is based on a 50% recovery rate, primarily
due to the covenant-lite structure of the senior secured credit
facilities.
The stable outlook reflects Moody's expectation that Kissner's
credit measures and liquidity will remain appropriate for the
rating category over a multi-year snow fall cycle with normal
variability. Additionally, Moody's expects Kissner to continue to
reduce debt somewhat with excess cash balances.
Pro forma for the BSC acquisition, Kissner's improved scale and
business profile is credit positive and adds some pressure to
upgrade the company's rating. An upgrade would likely require
expectations for financial leverage of around 6.0x debt/EBITDA, on
average through a 2 - 5 year seasonal high/low cycle, retained cash
flow to debt sustainably around 12% of debt in a normalized
environment, and a commitment to maintain a more conservative
financial policy.
Given company's improved scale and business profile, there is
limited pressure to downgrade Kissner's rating. However, Moody's
would consider a downgrade if the company failed to maintain its
sales volumes and EBITDA at levels that could support its debt
service requirements, or if adequate liquidity is not maintained.
Certainly, any further significant debt-financed transactions or
equity-holder payments that result in a substantial increase in
leverage or decrease in liquidity would likely have a negative
impact on the company's ratings.
Headquartered in Cambridge, Ontario, Canada, Kissner Milling
Company Limited operates a rock salt mine in Detroit, MI and a
packaged goods business. Kissner's area of operations is primarily
in North America's Great Lakes Region. BSC Holding Inc. operates a
rock salt mine in Lyons, Kansas and a packaged goods business.
BSC's area of operations is primarily in the Mid-West of the US.
On a combined basis, Kissner and BSC generated approximately $282
million in revenues for fiscal year-end April 2015.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
KISSNER MILLING: S&P Affirms 'B' Corp Credit Rating, Outlook Stable
-------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Cambridge, Ont.-based Kissner Milling
Co. Ltd. The outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating and '4'
recovery rating to Kissner's proposed US$425 million term loan due
2022. The '4' recovery rating on the term loan indicates S&P's
expectation for average recovery (30%-50%; higher half of the
range) in the event of a payment default.
The company will use the proceeds from the term loan to repay the
existing senior secured notes. S&P will withdraw the ratings on
the existing senior secured notes once the transaction closes.
"The ratings affirmation reflects our assessment of Kissner's
financial risk profile as 'highly leveraged' and its business risk
profile as 'weak,' both of which are unchanged following the
proposed debt issuance, acquisition of BSC, and shareholder
distribution," said Standard & Poor's credit analyst David Fisher.
The acquisition of BSC broadens Kissner's geographic footprint and
improves its operational and customer diversity. However, S&P
continues to view Kissner's business risk profile as "weak," as
defined in S&P's criteria.
S&P's assessment of Kissner's business risk profile reflects S&P's
view of the company's limited operational and product diversity,
small scale of operations, and volatile weather-driven demand for
its primary product, de-icing salt.
S&P assesses Kissner's financial risk profile as "highly
leveraged," reflecting S&P's view that the company will generally
maintain credit measures consistent with this financial risk
category.
The stable outlook reflects S&P's expectation that Kissner will
maintain forecast weighted average credit measures and liquidity
consistent with the rating over the next 12 months.
S&P could consider lowering ratings if it expected adjusted debt to
EBITDA to increase to more than 7x on a sustained basis, possibly
because of pricing pressures or consecutive years of mild winter
weather conditions. S&P could also lower the rating if Kissner's
liquidity position meaningfully deteriorated. S&P believes this
could occur during a very harsh winter in which the company needed
to purchase or produce significant salt volumes at elevated prices
to fulfill contractual obligations, or if the competitive
environment deteriorated to such an extent that the company became
cash flow negative.
An upgrade in the next 12 months is unlikely because S&P expects
that the company will maintain credit measures consistent with a
"highly leveraged" financial risk profile for at least the next few
years. While not likely in the near term, S&P could consider an
upgrade if it believed Kissner's leverage was consistent with an
"aggressive" financial risk profile and there was little risk of
the company taking on additional debt after taking into account
ownership considerations.
LEXARIA CORP: Has $511K Net Loss in May 31 Quarter
--------------------------------------------------
Lexaria Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $511,008 on $7,187 of sales for the three months ended May 31,
2015, compared with a net loss of $437,996 on $nil of sales for the
same period last year.
The Company's balance sheet at May 31, 2015, showed $1.2 million in
total assets, $62,604 in total liabilities, and stockholders'
equity of $1.14 million.
The Company has a net loss of $1.25 million for the nine months
ended May 31, 2015 (May 31, 2014: $639,936) and at May 31, 2015 had
a deficit accumulated since its inception of $9.57 million (Aug.
31, 2014: $8.31 million). The Company has working capital surplus
of $1.09 million as at May 31, 2015 (Aug. 31, 2014 working capital
surplus: $1.65 million). The Company requires additional funds to
maintain its existing operations and developments. These
conditions raise substantial doubt about our Company's ability to
continue as a going concern.
A copy of the Form 10-Q is available at:
http://is.gd/kDeIfl
Lexaria Corp. was formed under the laws of the State of Nevada and
commenced operations on Dec. 9, 2004. The Company is an
independent natural gas and oil company engaged in the exploration,
development and acquisition of oil and gas properties in the United
States and Canada. The Company's entry into the oil and gas
business
began on Feb. 3, 2005. The Company has offices in Vancouver and
Kelowna, BC, Canada. Lexaria's shares are quoted in the USA under
the symbol LXRP and in Canada under the symbol LXX.
The Company reported a net loss of $459,000 for the three months
ended Feb. 28, 2015, compared with a net loss of $126,000 for the
same period in 2013.
The Company's balance sheet at Feb. 28, 2015, showed $1.21 million
in assets, $38,146 in total liabilities, and stockholders' equity
of $1.17 million.
LINN ENERGY: Moody's Lowers CFR to B2, Outlook Negative
-------------------------------------------------------
Moody's Investors Service downgraded Linn Energy, LLC's (LINE)
Corporate Family Rating (CFR) to B2 from Ba3, its Probability of
Default Rating (PDR) to B2-PD from Ba3-PD, and its unsecured notes
ratings to B3 from B1. Moody's also affirmed LINE's SGL-3
Speculative Grade Liquidity Rating. At the same time, Moody's
downgraded the senior unsecured notes ratings of Berry Petroleum
Company (Berry) to B3 from B1. The outlooks at LINE and Berry are
negative.
"Moody's downgrade of Linn Energy reflects the company's elevated
financial leverage and high cost of capital, which limit its
flexibility in the face of an external liquidity profile that is
declining and a hedge book that will begin to roll off into
materially lower commodity prices," commented Gretchen French,
Moody's Vice President. "We positively note that LINE has taken a
number of actions this year in response to the low price
environment, including lowering and ultimately suspending its
distribution, and focusing on reducing its debt burden. However,
the lower CFR and negative outlook reflect the challenges the
company faces in reaching sufficiently lower leverage levels prior
to its hedge positions rolling off."
Issuer: Linn Energy, LLC
Corporate Family Rating (CFR), downgraded to B2 from Ba3
Probability of Default Rating (PDR), downgraded to B2-PD from
Ba3-PD
Senior Unsecured Notes, downgraded to B3 (LGD-5) from B1 (LGD-5)
Speculative Grade Liquidity Rating (SGL), affirmed at SGL-3
Outlook changed to negative from stable
Issuer: Berry Petroleum Company
Senior Unsecured Notes, downgraded to B3 (LGD-5) from B1 (LGD-5)
Outlook changed to negative from stable
RATINGS RATIONALE
LINE's B2 CFR reflects its high financial leverage profile and weak
asset coverage of debt, with debt per average daily production and
per proved developed reserves indicative of the Ca and B rating
categories. The B2 rating also reflects constrained financial
flexibility due to the company's high cost of capital.
LINE's B2 CFR is supported by the company's large reserve base and
production scale across a diverse set of basins. The company's
size and scale in terms of reserves, production and basin
diversification is similar to Baa-rated E&P peers. In addition,
the rating is supported by a profile of free cash flow generation
and management focus on debt reduction, reflecting the suspension
of its distributions, the benefit of a strong hedge position
through 2016, and manageable capital spending required in order to
offset a base 15% decline rate and keep production flat.
The SGL-3 Speculative Grade Liquidity Rating reflects LINE's
adequate liquidity profile through 2016. Supporting LINE's
liquidity profile is an expectation of free cash flow through 2016,
with a high level of hedged production and management focus on debt
reduction. However, LINE's alternative liquidity is declining,
with borrowing base reductions expected on its revolving credit
facilities in the upcoming October 2015 borrowing base
redetermination and the need for debt reduction in order to have
sufficient EBITDA/Interest covenant compliance of at least 2.5x
through 2016.
LINE's senior unsecured notes are rated B3, one notch below the B2
CFR, reflecting the contractual subordination of the notes relative
to the company's secured bank credit facility and high level of
payables. Berry's senior unsecured notes are rated B3 reflecting
the contractual subordination of notes relative to Berry's nearly
fully drawn secured bank credit facility.
The outlook is negative. The ratings could be further downgraded
if LINE is not successful in maintaining adequate liquidity and
reducing debt levels sufficiently in order to improve cash flow
coverage of debt such that retained cash flow/debt does not fall
below 10%.
The ratings could be upgraded if LINE is able to meaningfully
reduce debt balances such that when its hedge book begins to roll
off, EBITDA/Interest is maintained above 3.0x and retained cash
flow/debt is trending towards 15%.
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.
Linn Energy, LLC is an exploration and production company based in
Houston, Texas.
LONG BEACH MEDICAL: Proposes Allocation of Sale Proceeds
--------------------------------------------------------
Long Beach Medical Center, et. al., and their Official Committee of
Unsecured Creditors ask the U.S. Bankruptcy Court for the Eastern
District of New York to approve the allocation of proceeds from the
sale of the Hospital's real property assets to South Nassau
Communities Hospital.
Sean C. Southard, Esq., at Klestadt Winters Jureller Southard &
Stevens, LLP, in New York, New York and Adam T. Berkowitz, Esq., at
Garfunkel Wild, P.C., in Great Neck, New York, relate that the
Debtors are currently holding $3.1 million in net sale proceeds.
They note that numerous prepetition creditors have asserted liens
against a portion of the net sale proceeds. They tell the Court
that the allocation of the net sale proceeds among major components
of the Hospital Assets is necessary to avoid potential disputes
about how the net sale proceeds should be allocated.
The Hospital Assets sold to SNCH primarily consist of the following
groups of real estate, each a property grouping: (1)the Hospital
Campus, (2) an adjacent parking lot, (3) the FACTS Center, (4) the
Offsite Premises. To determine how the Net Proceeds should be
allocated among each property grouping, the Tax Assessment was used
and the percentage of overall value for each Property Grouping was
determined. The Debtors and the Committee believe that utilizing
the Tax Assessment Method value is prudent because it relies upon
objective data and, is thus, impartial.
Under Tax Assessment Method, the Net Proceeds should be allocated
or apportioned among the Property Groupings as follows:
Percentage of
Property Fair Market Value Fair Market Value
-------- ----------------- -----------------
Hospital Land $32,455,500 79.57%
FACTS $4,469,000 10.96%
Parking Lot $1,209,415 2.97%
Offsite Premises $2,654,563 6.51%
----------- -----
TOTAL $40,788,478 100.00%
The Official Committee of Unsecured Creditors is represented by:
Sean C. Southard, Esq.
Fred Stevens, Esq.
Lauren C. Kiss, Esq.
KLESTADT WINTERS JURELER SOUTHARD & STEVENS, LLP
570 Seventh Avenue, 17th Floor
New York, NY 10018
Telephone: (212)972-3000
Facsimile: (212)972-2245
E-mail: ssouthard@klestadt.com
fstevens@klestadt.com
lkiss@klestadt.com
The Debtors' attorneys can be reached at:
Burton S. Weston, Esq.
Afsheen A. Shah, Esq.
Adam T. Berkowitz, Esq.
GARFUNKEL WILD, P.C.
111 Great Neck Road
Great Neck, NY 11021
Telephone: (516)393-2200
Facsimile: (516)466-5964
E-mail: bweston@garfunkelwild.com
ashah@garfunkelwild.com
aberkowitz@garfunkelwild.com
About Long Beach Medical Center
Long Beach Medical Center, formerly Long Beach Memorial Hospital,
was a 162-bed, community-based hospital offering primary, acute,
emergency and long-term health care to residents of Long Beach, New
York. Founded in 1922, LBMC was a teaching facility for the New
York College of Osteopathic Medicine. LBMC was shut down after
superstorm Sandy devastated the hospital in October 2012.
Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center
for Geriatric and Rehabilitative Medicine, a 200-bed skilled
nursing facility affiliated with LBMC. It provides services for
residents requiring long term nursing home care and short term
post-acute (sub-acute) care.
Long Beach Medical Center and Long Beach Memorial Nursing Home
d/b/a The Komanoff Center for Geriatric and Rehabilitative
Medicine, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case Nos. 14-70593 and 14-70597) on Feb. 19, 2014.
Long Beach Medical Center scheduled $17,400,606 in total assets and
$84,512,298 in total liabilities.
Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc., is
the Debtors' claims and noticing agent. The Hon. Alan S. Trust
presides over the cases.
The U.S. Trustee has appointed three members to the official
committee of unsecured creditors. The panel retained Klestadt &
Winters, LLP, led by Sean C. Southard, Esq., as counsel.
LUCAS ENERGY: Hein & Associates Expresses Going Concern Doubt
-------------------------------------------------------------
Lucas Energy, Inc., filed with the U.S. Securities and Exchange
Commission on July 14, 2015, its annual report on Form 10-K for the
fiscal year ended March 31, 2015.
Hein & Associates, LLP, expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has incurred significant losses from operations and had a
working capital deficit of $9.6 million at March 31, 2015.
The Company reported a net loss of $5.13 million on $3 million of
total revenues in 2015, compared to a net loss of $4.69 million on
$5.22 million of total revenues in the prior year.
The Company's balance sheet at March 31, 2015, showed $37.94
million in total assets, $10.28 million in total liabilities, $1.05
million in asset retirement obligation and total stockholders'
equity of $26.6 million.
A copy of the Form 10-K is available at:
http://is.gd/GTtu0U
About Lucas Energy, Inc.
Lucas Energy (NYSE MKT: LEI) -- http://www.lucasenergy.com-- is
engaged in the development of crude oil and natural gas in the
Austin Chalk and Eagle Ford formations in South Texas. Based in
Houston, Lucas Energy's management team is committed to building a
platform for growth and the development of its five million barrels
of proved Eagle Ford and other oil reserves while continuing its
focus on operating efficiencies and cost control.
The Company reported a net profit of $1.31 million on $682,800 of
total revenues for the three months ended Dec. 31, 2014, compared
to a net loss of $1.13 million on $1.36 million of total revenues
for the same period during the prior year.
The Company's balance sheet at Dec. 31, 2014, showed $38.8 million
in total assets, $10.11 million in total liabilities, $1 million
in asset retirement obligation and total stockholders' equity of
$27.6 million.
METHES ENERGIES: Reports $905K Net Loss in May 31 Quarter
---------------------------------------------------------
Methes Energies International Ltd. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
disclosing a net loss of $905,142 on $10,574 of biodiesel sales for
the three months ended May 31, 2015, compared with a net loss of
$1.57 million on $316,294 of biodiesel sales for the same period in
2014.
The Company's balance sheet at May 31, 2015, showed $8.73 million
in total assets, $5.37 million in total liabilities, and total
stockholders' equity of $3.36 million.
As at May 31, 2015, due in large part to the funds spent to develop
and build its Sombra facility as well as minimal sales of
biodiesel, the Company had an accumulated deficit of $23.06 million
and significant losses and negative cash flows from operations in
prior periods. In addition, as at May 31, 2015, the Company had
working capital deficiency of $332,244. During the six months
ended May 31, 2015, the Company incurred a loss of $849,203 and had
negative cash flows from operations of $386,462. The Sombra
facility is now idle because of a lack of demand for biodiesel at
favorable prices. If put back into commercial production and under
better market conditions, the Company anticipates that its Sombra
facility will generate positive cash flow from operations and will
operate profitably once a sufficient level of commercial operations
is achieved. However, there is uncertainty that this will occur in
the near future so as to enable the Company to meet its obligations
as they come due. As a result, there is substantial doubt
regarding the Company's ability to continue as a going concern.
A copy of the Form 10-Q is available at:
http://is.gd/9B8T5d
Methes Energies International Ltd. is a renewable energy company
headquartered in Las Vegas. The Company offers a range of products
and services to biodiesel fuel producers in North America.
The Company reported a net loss of $1.48 million on $378,000 of net
revenue for the three months ended Feb. 28, 2015, compared with net
income of $55,940 on $884,000 for the same period during the prior
year.
The Company's balance sheet at Feb. 28, 2015, showed $9.00 million
in total assets, $4.86 million in total liabilities and total
stockholders' equity of $4.14 million.
MMRGLOBAL INC: CFO Ingrid Safranek Resigns
------------------------------------------
Ingrid Safranek, MMRGlobal, Inc.'s chief financial officer
submitted her resignation to the Company's Board of Directors
effective July 27, 2015.
In recognition of Mrs. Safranek's six years of services to the
Company, the Board of Directors determined to pay Mrs. Safranek the
remaining balance due her through Dec. 31, 2015.
Bernard Stolar, a member of the Company's Board of Directors since
1997 and currently chairman of the Audit Committee, will also
become an officer of the Company and assume the roles of acting
chief financial officer, principal accounting officer and principal
financial officer, until such time as a permanent replacement can
be found. Mr. Stolar also acts as a marketing and strategic
planning advisor for the Company's wholly-owned subsidiary,
MyMedicalRecords, Inc.
From February 2006 until its purchase by Google, Inc. in February
2007, Mr. Stolar was Chairman of the Board of Adscape Media. From
February 2007 to September 2008, he served as Game Industry
Evangelist for Google, Inc., where his responsibilities included
building Google's in-game advertising product including the
deployment of Google's Android platform.
Mr. Stolar also previously served as president of Mattel
Interactive, from January 2000 until the division was sold in April
2001. In that position he was responsible for all of Mattel's
software, online and computer-enhanced toys for learning. Prior to
joining Mattel, he spent four years as president and chief
operating officer of Sega of America, Inc. From 1994 to June 1996,
Mr. Stolar served as executive vice president of Sony Computer
Entertainment of America where he is credited for the launch of
Sony PlayStation. He has served as an officer, board member and
consultant for numerous gaming industry companies and is well known
as an expert in game development and game industry operations. He
is also a sought after keynote speaker internationally in the
interactive digital industry. Mr. Stolar currently serves on the
Board of Directors of Worlds.com.
About MMRGlobal
Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.
MMRGlobal reported a net loss of $2.18 million on $2.57 million of
total revenues for the year ended Dec. 31, 2014, compared with a
net loss of $7.63 million on $587,000 of total revenues for the
year ended Dec. 31, 2013.
Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
significant operating losses and negative cash flows from
operations during the years ended Dec. 31, 2014, and 2013. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
MOTORS LIQUIDATION: GUC Trust Closes Sale of 19M of GM Shares
-------------------------------------------------------------
Wilmington Trust Company, solely in its capacity as trust
administrator and trustee of the Motors Liquidation Company GUC
Trust, disclosed with the Securities and Exchange Commission that
it has now completed sales in the aggregate of 19,787,128 shares of
New GM Common Stock at a weighted average price of $31.2104 per
share in the open market for a total consideration, net of
transaction expenses, of $616,859,891 in cash.
As of July 24, 2015, the GUC Trust had completed sales in the
aggregate of 10,200,000 shares of New GM Common Stock at a weighted
average price of $30.8391 per share in the open market for a total
consideration, net of transaction expenses, of $314,196,008 in
cash. As of Aug. 3, 2015, the GUC Trust has completed further
sales in the aggregate of an additional 9,587,128 shares of New GM
Common Stock at a weighted average price of $31.6054 per share in
the open market for a total additional consideration, net of
transaction expenses, of $302,663,883 in cash.
The GUC Trust intends to continue the liquidation of its remaining
holdings of New GM Common Stock in accordance with the Liquidation
Order.
Pursuant to an order of the Bankruptcy Court for the Southern
District of New York, Wilmington Trust received authority to, among
other actions, liquidate all or substantially all of its holdings
of shares of common stock, par value $0.01 per share, of General
Motors Company into cash.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts. Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company. GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors. GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
As of March 31, 2015, Motors Liquidation had $1.01 billion in total
assets, $69.23 million in total liabilities and $944.73 million in
net assets in liquidation.
NEWLEAD HOLDINGS: Appoints New Director, CFO and Secretary
----------------------------------------------------------
NewLead Holdings Ltd. announced that Samuel Gulko has joined the
Board of Directors, Lena Despotopoulou was appointed chief
financial officer and Eleftheria Savvidaki is the new corporate
sectetary of the Company.
Samuel Gulko joined NewLead's Board of Directors as a non-executive
independent member. Mr. Gulko will also serve on NewLead's Board
Audit Committee to further enhance transparency in the corporate
governance of the Company on behalf of the Company's shareholders.
Mr. Gulko comes with a wealth of experience within public markets.
Mr. Gulko presently serves on the Board of Directors of another
public listed company, as well as being Chairman of its Audit
Committee and a member of its Compensation Committee. Previously,
Mr. Gulko was a member of the Board of Directors of a different
public listed company as well as chief financial officer, vice
president of finance and treasurer. Mr. Gulko brings to NewLead
more than 50 years of accounting and finance experience which
includes over 20 years as an Audit Partner with EY, a leading
international accounting firm.
Mr. Michael Zolotas, chairman and chief executive officer of
NewLead, stated, "I am pleased to welcome Sam on board NewLead. I
am confident Sam will contribute to the growth and of the Company
through his extensive knowledge of the financial and capital
markets as well as of accounting and audit principles. The
existing members of the Board of Directors of NewLead and myself
will continue to enhance the Company's corporate governance
principles for the benefit of our shareholders."
Furthermore, Lena Despotopoulou, previously Head of the Internal
Audit Department of NewLead, was appointed to the position of the
chief financial officer of the Company. Mrs. Despotopoulou joined
the Company in 2010 as Head of the Internal Audit Department after
six years of experience in the internal audit and advisory services
of PwC in Greece. Mrs. Despotopoulou has a twelve-year experience
in finance and function effectiveness, internal audit and
Sarbanes-Oxley Act compliance for shipping companies.
Mr. Zolotas stated, "Lena has proven her valuable contribution to
the Company and I am confident that she will continue to do so from
her new position. Lena has a very good knowledge of audit and
accounting principles and together with the rest of NewLead's
employees in the Accounting and Finance Department will support
NewLead's future growth plans."
In addition, Eleftheria Savvidaki, legal counsel of NewLead since
February 2015, is the new corporate secretary of the Company. Mrs.
Savvidaki has over thirteen years of experience in shipping law,
particularly in corporate legal matters, corporate governance
compliance for publicly traded companies, insurance and claims
handling having held various positions as Company Sectetary, claims
handing and insurance manager. Mrs. Savvidaki has served as the
Company secretary of another publicly trading company in the past.
Mrs. Savvidaki has been Legal Manager of a consulting firm in
shipping, energy and trading industry segments and Claims and
Insurance Manager of a different established international shipping
company.
Mr. Zolotas stated, "Eleftheria has been acting as an external
Legal Consultant to NewLead prior to joining NewLead and has always
acted as an employee of the Company. Eleftheria has an extensive
understanding of all legal aspects of shipping as well as of
publicly traded companies. I welcome Eleftheria to NewLead and
look forward to her valuable contribution in the development of the
Company and the safeguard of the Company from a legal point of
view."
Mr. Zolotas added, "I believe in the people of NewLead and their
effort to grow the Company further. The Company is strengthened
and at the same time gives the opportunity to its employees to
enhance their role in the very demanding shipping industry. It is
NewLead's commitment to continue exploring possibilities to further
enhance the Company's management team."
About NewLead Holdings Ltd.
Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels. NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings. NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.
Newlead reported a net loss attributable to the Company's
shareholders of $100 million on $12.6 million of revenues for the
year ended Dec. 31, 2014, compared to a net loss attributable to
the Company's shareholders of $158 million on $7.34 million of
revenues for the year ended Dec. 31, 2013.
As of Dec. 31, 2014, the Company had $190 million in total assets,
$300 million in total liabilities, and a $110 million total
shareholders' deficit.
Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
a net loss, has negative cash flows from operations, negative
working capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities all of which raise substantial
doubt about its ability to continue as a going concern.
ONE SOURCE: To Make Payments to EverBank for Truck and Trailer Use
------------------------------------------------------------------
EverBank Commercial Finance, Inc., asks the U.S. Bankruptcy Court
for
the Northern District of Texas, Ft. Worth Division, for adequate
protection with regard to five Brenner Trailers and a 2014
Kenworth
Truck.
OSIH was indebted to EverBank on two loans: (a) The Trailer Loan,
with
a principal amount of $369,918, where a security interest in the
five
Brenner Trailers was granted; and (b) The Truck Loan, with a
principal
amount of $133,087, where a security interest in the 2014
Kentworth
Truck was granted.
Robert P. Franke, Esq., at Strasburger & Price L.L.P., in Dallas,
Texas, tells the Court that OSIH desires to retain the Trailers
and
the Truck and has agreed to provide EverBank with adequate
protection
payments for the continued use of the Trailers and the Truck, and
conditioning the automatic stay based on the performance by OSIH.
EverBank Commercial Finance is represented by:
Robert P. Franke, Esq.
Andrew G. Edson, Esq.
STRASBURGER & PRICE L.L.P.
901 Main St., Suite 4400
Dallas, TX 75202
Telephone: (214)651-4300
Facsimile: (214)651-4330
E-mail: robert.franke@strasburger.com
andrew.edson@strasburger.com
About One Source Industrial
One Source Industrial Holdings, LLC, and One Source Industrial LLC
are
both limited liability companies. One Source
Industrial
Holdings
holds equipment utilized by various related entities which provide
rental equipment and industrial services to businesses in the oil
and
gas, refining, manufacturing, pipeline, shipping, and construction
industries. Industrial provides executive management, accounting,
and
overhead services for Holdings.
One Source Holdings sought Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-44996) on Dec. 16, 2014. One Industrial
sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
15-400038) on Jan. 4, 2015.
Judge Russell F. Nelms presides over the Holdings' case. J. Robert
Forshey, Esq., and Suzanne K. Rosen, Esq., at Forshey & Prostok,
LLP, represents the Debtors. The Debtors tapped EJC Ventures LP as
financial consultant.
The Debtor disclosed $12,036,897 in assets and $15,890,063 in
liabilities as of the Chapter 11 filing.
The U.S. Trustee appointed five creditors to serve on the official
committee of unsecured creditors.
OSMOSE UTILITIES: Moody's Assigns 'B3' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
a B3-PD Probability of Default Rating to Osmose Utilities Services,
Inc., a B2 rating to the company's proposed first lien senior
secured credit facilities consisting of $275 million term loan due
2022 and $45 million revolving credit facility expiring 2020, and a
Caa2 rating to proposed $115 million second lien term loan due
2023. The rating outlook is stable.
Osmose has entered into a definitive agreement whereby Kohlberg &
Company will acquire the company from its current owners Oaktree
Capital Management, L.P. The transaction will be financed with the
term loan proceeds and an equity contribution from the sponsor.
The transaction increases the company's debt significantly (by
approximately $150 million) to $390 million, which results in a
total debt level in excess of revenues and pro forma debt-to-EBITDA
leverage rising to approximately 7.3x (incorporating the beneficial
impact of recently renegotiated contracts). The company's highly
leveraged balance sheet represents a credit profile consistent with
the B3 rating category. Pro forma EBITDA less capex to interest
coverage is estimated at 1.6x.
Moody's took these rating actions on Osmose Utilities Services,
Inc:
Corporate family rating, assigned a B3;
Probability of default rating, assigned a B3-PD;
Proposed $275 million first lien term loan due 2022, assigned a
B2 (LGD3);
Proposed $45 million first lien revolving credit facility
expiring 2020, assigned a B2 (LGD3);
Proposed $115 million second lien term loan due 2023, assigned a
Caa2 (LGD5);
Stable rating outlook.
Issuer: Osmose Holdings, Inc:
The company's existing ratings, including the B2 CFR, remain
unchanged and will be withdrawn upon closing of the transaction.
All ratings are subject to the execution of the transaction as
currently proposed and Moody's review of final documentation. The
instrument ratings are subject to change if the proposed capital
structure is modified.
RATINGS RATIONALE
The B3 CFR reflects Osmose's high financial leverage and total debt
in excess of revenues resulting from the purchase of the company by
Kohlberg. The rating also reflects the company's small size
relative to rated companies in the business services industry, a
history of aggressive financial policies that have included
multiple dividends, acquisitions, and divestitures, and the event
risks associated with potential shareholder friendly actions given
the private equity ownership. The rating is supported by favorable
industry fundamentals, including increasing regulatory
requirements, aging infrastructure, and increasing customer
outsourcing of utility pole maintenance and repair services, the
company's good market positions and national footprint, long-term
contracts and customer relationships, positive free cash flow, and
a good liquidity position.
The B2 rating on the first lien facilities reflects their first
priority security interest in all assets of the company and its
guarantors, which include its immediate parent company and its
domestic subsidiaries. The Caa2 rating on the second lien term
loan reflects the subordinate lien on the collateral that would
result in first loss absorption provided in the event of a
default.
The stable rating outlook reflects our expectations for organic
growth in revenues and earnings to result in modest deleveraging
over the next 12 to 18 months.
The company's good liquidity position is supported by our
expectations of modest free cash flow generation, sufficient
availability under the $45 million revolving credit facility to
fund seasonal working capital needs, and the flexibility under the
springing first lien leverage covenant. Liquidity is constrained
by the seasonality of the business, which results in negative free
cash flows during working capital intensive quarters.
The ratings could be considered for an upgrade if adjusted debt to
EBITDA is sustained below 6.0x, free cash flow to debt is
maintained in at least a mid single digit percentage range, and
there is a demonstrated commitment to more conservative financial
policies.
The ratings could be considered for a downgrade if leverage is
sustained above 7.5x, if the company generates negative free cash
flow, or if the liquidity position deteriorates.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
Osmose Utilities Services, Inc., headquartered in Atlanta, GA,
provides utility pole inspection, treatment, and restoration
services to investor-owned utilities, cooperatives, municipalities,
and telecommunication utility providers. The company also provides
additional value-added services, engineering services, underground
vault inspection and repair, product sales, and other ancillary
services. Osmose is being acquired by Kohlberg & Company from
Oaktree Capital Management, L.P., which has been involved since
2012. In the LTM period ending June 30, 2015, the company
generated approximately $300 million in revenues.
PASSAIC HEALTHCARE: Essex Settlement to Pave Way for Sale
---------------------------------------------------------
Passaic Healthcare Services, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of New Jersey to approve
their settlement agreement with Essex Capital Corporation,
Cornerstone Essex Leasing Co. LLC and Sequoia Healthcare Services,
LLC.
The settlement agreement relates to the sale of durable medical
equipment that are in the possession of the Debtors, and leased out
to homecare patients and customers.
The Debtors allege that approximately 2/3 of the DME are leased
from, and are owned by, Essex. They also allege that the remaining
1/3 of the DME are owned by the Subsidiary Debtors, Galloping Hill
Surgical, LLC and Allcare SNJ, LLC.
The material terms of the Settlement Agreement, among others, are
as follows:
(a) Notwithstanding Essex's ownership interest in the Essex
DME, for purposes of the settlement only, Essex will be deemed to
have transferred, conceded, conveyed and/or released to the
Debtors' estates all of Essex's claims and/or rights of ownership
in the Essex DME to be sold pursuant to the Proposed Sale, and the
Debtors' estates shall be deemed to have all rights to sell or
convey the Essex DME pursuant to the Proposed Sale.
(b) As a matter of convenience to the Debtors' estates and to
limit expense of administration to the Debtors' estates, for
purposes of the settlement, the Parties agree that the value of the
Essex DME shall be 2/3 of the value of all of the DME sold by the
Debtors' estates pursuant to the Proposed Sale.
(c) As a matter of convenience to the Debtors' estates and to
limit the expense of administration to the Debtors' estates, for
purposes of the settlement, the Parties agree that the value of the
Subsidiary Debtor DME to be sold in the Proposed Sale will be 1/3
of the value of all of the DME sold by the Debtors' estates
pursuant to the Proposed Sale.
(d) On account of the sale of the Essex DME, the Debtors'
counsel shall hold in escrow 2/3 of the value received from the
Proposed Sale for Essex.
(e) On account of the sale of the Subsidiary Debtor DME,
Debtors' counsel will hold in escrow 1/3 of the value received from
the Proposed Sale, for Sequoia and/or MidCap Funding IV Trust.
(f) The Subsidiary DME Sales Escrow will be held by Debtors'
counsel until the first-position lien of MidCap is paid in full, at
which point the funds shall be disbursed to Sequoia, subject to the
rights of carveout of estate professionals set forth in the Final
Cash Collateral Order, no other party having or asserting a lien on
assets owned by the Subsidiary Debtors.
(g) The Debtors' estates shall be authorized and shall have a
continuing obligation to escrow and disburse funds from the sales
of DME consistent with the Settlement Agreement whenever such funds
from sales of DME are received. The order authorizing the Proposed
Sale will direct the purchaser of the DME, in the event of any
dismissal or conversion of any of the Bankruptcy Cases, to continue
to fund the Essex DME Sales Escrow and the Subsidiary DME Escrow
consistent with the Settlement.
(h) Essex shall retain the right (i) to object to any proposed
sale of DME, including if Essex believes, in its sole discretion,
that the value ascribed to the DME as part of such sale is
unreasonably low, and (ii)to offer to purchase DME from Debtors'
estate, provided that Essex will have no obligation to make such
offer.
(i) Essex's and Sequoia's consent to the Proposed Sale is
conditioned upon approval of the Settlement Agreement by the Court,
and entry of a Sale Order in a form reasonably acceptable to Essex
and Sequoia that incorporates the provisions of the Settlement
Agreement.
(j) In the event the Settlement Agreement is not approved, the
Parties specifically reserve all rights and arguments regarding the
DME.
Joseph J. DiPasquale, Esq., at Trenk, DiPasquale, Della Fera &
Sodono, P.C., in West Orange, New Jersey, tells the Court that the
Settlement Agreement is fair and equitable and falls within the
range of reasonableness. Mr. DiPasquale further tells the Court
that the Debtors are attempting to liquidate their assets for the
benefit of creditors, and without the Settlement Agreement and the
corresponding consent of Essex, the Debtors may not be able to
liquidate the Essex DME, would be forced to litigate with Essex and
other parties, and expend significant estate resources to liquidate
the DME over Essex's objections. He adds that not only would such
litigation be costly, but there is substantial uncertainty as to
whether the Debtors would be successful in such litigation.
Objection Filed
McKesson Medical-Surgical Minnesota Supply Inc. is opposing the
Debtors' motion, alleging that the Debtors have presented no
evidence to support the allocation of ownership of 1/3 of the DME
possessed by the Debtors to the Subsidiary Debtors and that absent
such evidence, there is no showing that the terms of the Settlement
Agreement are fair and equitable.
Counsel for McKesson, Stacey L. Meisel, Esq., at Becker Meisel LLC,
in Livingston, New Jersey, tells the Court that none of the Essex
bills of sale or lease agreements identify which DME Essex
purchased and leased back to PHS, and none of the DME was tagged to
identify it as belonging either to Essex or to PHS or to either of
the Subsidiary Debtors. She says that as to any specific item of
DME, both the ownership of the item, and the security interests in
the item, are disputed. Ms. Meisel asserts that the settlement
agreement is not necessary in order for the sale to proceed, as the
Court can authorize the sale of the DME possessed by the Debtors
without the consent of Essex and Sequoia, and the interests of all
parties, including McKesson, can attach to the proceeds.
Essex Capital Corporation and Cornerstone Essex Leasing Co., LLC
quickly responded to McKesson's objection, asserting that there can
be no sale without the proposed settlement and that the sale itself
is fully contingent on the Settlement.
Counsel to Essex, Curtis M. Plaza, Esq., at Riker Danzig Scherer
Hyland Perretti LLP, in Morristown, New Jersey, notes that the
Asset Purchase Agreement provides that approval of the settlement
is a condition to the Sale. He says that the proposed settlement,
which was negotiated at arm's length among key parties, resolves
ownership issues regarding the Essex DME, thereby permitting
Debtors to sell the Essex DME. Mr. Plaza tells the Court that
without that resolution, Debtors simply do not have legal authority
to sell the Essex DME. He further tells the Court that while there
may be language changes to the proposed Sale Order that can
accommodate any concerns regarding escrow of the proceeds of the
Sale, in no event should the proposed Settlement be scrapped
wholesale.
The Debtors' attorneys can be reached at:
Joseph J. DiPasquale, Esq.
Thomas M. Walsh, Esq.
TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C.
347 Mount Pleasant Avenue, Suite 300
West Orange, NJ 07052
Telephone: (973)243-8600
Facsimile: (973)243-8677
E-mail: jdipasquale@trenklawfirm.com
twalsh@trenklawfirm.com
McKesson is represented by:
Stacey L. Meisel, Esq.
BECKER MEISEL LLC
Eisenhower Plaza II
354 Eisenhower Parkway, Suite 1500
Livingston, NJ 07039
Telephone: (973)422-1100
E-mail: slmeisel@beckermeisel.com
- and -
Jeffrey K. Garfinkle, Esq.
Mary H. Rose, Esq.
BUCHALTER NEMER, APC
18400 Von Karman Avenue, Suite 800
Irvine, CA 92612
Telephone: (949)760-1121
E-mail: jgarfinkle@buchalter.com
mrose@buchalter.com
Essex Capital Corporation and Cornerstone Essex Leasing Co., LLC
are represented by:
Curtis M. Plaza, Esq.
RIKER DANZIG SCHERER HYLAND PERRETTI LLP
One Speedwell Avenue
Headquarters Plaza
Morristown, NJ 07962-1981
Telephone: (973)451-8488
E-mail: cplaza@riker.com
About Passaic Healthcare
Based in Plainview, New York, Passaic Healthcare Services, LLC,
doing business as Allcare Medical, is a full service durable
medical equipment company specializing in clinical respiratory,
wound care and support services. Passaic, which employs 200
individuals, has seven locations in New Jersey, New York and
Pennsylvania.
Passaic began operations in December 2010 after it acquired
substantially all of the assets of C&C Homecare, Inc., and Extended
Care Concepts through a bankruptcy sale under 11 U.S.C. Sec. 363.
After acquiring 100% of the equity interests in Galloping Hill
Surgical, LLC, and Allcare Medical SNJ, LLC, Passaic began using
"Allcare Medical" as trade name for its entire business, and
discontinued marketing under the name C&C Homecare.
Passaic Healthcare filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 14-36129) in Trenton, New Jersey, on Dec. 31, 2014.
The case is assigned to Judge Christine M. Gravelle.
Judge Christine M. Gravelle directed that the cases of Passaic
Healthcare Services, LLC, Galloping Hill Surgical LLC, and Allcare
Medical SNJ LLC, are jointly administered with Case No. 14-36129.
The Debtor has tapped Joseph J. DiPasquale, Esq., and Thomas
Michael Walsh, Esq., at Trenk, DiPasquale, Della Fera & Sodono,
P.C., in West Orange, New Jersey, as counsel.
The Debtor disclosed $15,663,665 in assets and $46,734,414 in
liabilities as of the Chapter 11 filing.
U.S. Trustee for Region 3 appointed five creditors to serve on the
Official Committee of Unsecured Creditors. The Committee tapped
Arent Fox LLP as its counsel, and CBIZ Accounting, Tax & Advisory
of New York, LLC as it financial advisors.
PATRIOT COAL: Troutman Sanders Supplements Verified Statement
-------------------------------------------------------------
Troutman Sanders LLP and Thomas Persinger PLLC, counsel for
parties-in-interest in the Chapter 11 cases of Patriot Coal
Corporation, et al., submitted a supplemental verified statement.
Troutman and Persinger represents these parties, among other
things:
1. Cassingham, LLC,
a WV limited liability company
2. C.C. Dickinson Testamentary Trust,
Branch Banking and Trust Company,
Nelle Ratrie Chilton,
& Charles C. Dickinson, III, co-trustees
3. Chesapeake Mining Company,
a WV corporation
The supplemental statement provides that each of the parties may
hold claims against the Debtors arising out of certain agreements
(including but not limited to leases of non-residential real
property), law, or equity specific to the respective parties and
their relationships with the Debtors. Each of the parties will
state the nature and amount of their claims against the Debtors in
their respective proofs of claim to be filed by the applicable
deadline.
Troutman and Persinger are employed only as counsel for the
parties, and, except as counsel, are not employed to act for the
parties by instrument or otherwise.
Parties are represented by:
Richard E. Hagerty, Esq.
TROUTMAN SANDERS LLP
1850 Towers Crescent Plaza, Suite 500
Tysons Corner, VA 22182
Tel: (703) 734-4326
Fax: (703) 448-6520
E-mail: richard.hagerty@troutmansanders.com
Massie Payne Cooper, Esq.
TROUTMAN SANDERS LLP
1001 Haxall Point
Richmond, Virginia 23219
Tel: (804) 697-1414
Fax: (804) 783-6192
E-mail: massie.cooper@troutmansanders.com
- and -
Thomas Persinger, Esq.
THOMAS PERSINGER PLLC
179 Summers Street, Suite 622
Charleston, WV 25301-2123
Tel: (304) 343-0850
Fax: (304) 343-1677
E-mail: mtplaw@frontier.com
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.
PENN VIRGINIA: Hires Jefferies for Financial Advice
---------------------------------------------------
Claire Poole, writing for The Deal, reported that
activist-pressured oil and gas explorer Penn Virginia Corp. said on
Aug. 4 that it hired Jefferies LLC to provide financial advice
generally and act as its exclusive financial adviser in connection
with asset-level financing transactions with investors for its
properties in South Texas' Eagle Ford shale.
The Deal, citing a source, said Jefferies banker Ralph Eads was
advising the company. The company said Jefferies will help it
evaluate strategic alternatives with respect to its Eagle Ford
assets and their development as part of its general advisory
services and will provide the company with other financial advice
and financial planning assistance, according to The Deal.
* * *
The Troubled Company Reporter, on June 1, 2015, reported that
Standard & Poor's Ratings Services lowered the corporate credit
rating on Radnor, Pa.-based exploration and production (E&P)
company Penn Virginia Corp. to 'B' from 'B+'. The outlook is
stable.
At the same time, S&P lowered its ratings on the company's senior
unsecured debt to 'CCC+' from 'B'. The recovery rating on the
debt
remains '6', which indicates S&P's expectation for negligible (0%
to 10%) recovery in the event of a default.
PLUG POWER: Completes Acquisition of Hypulsion JV in Europe
-----------------------------------------------------------
Plug Power Inc. has completed the previously announced acquisition
of HyPulsion, the European joint venture created by Plug Power and
Axane, S.A., a subsidiary of Air Liquide S.A. in 2012. Plug Power
will assume all responsibilities for the development, engineering,
sales and marketing efforts in Europe for its GenFuel hydrogen and
GenDrive fuel cell product lines and corresponding GenCare
services.
On July 31, 2015, the Company issued 4,781,250 shares of its common
stock, par value $0.01 per share, to Axane and entered into a
Registration Rights Agreement. Under the Registration Rights
Agreement, the Company has agreed to register for resale the
4,781,250 shares of Common Stock issued at closing, plus up to
3,105,348 additional shares of Common Stock potentially issuable to
Axane under the Share Purchase Agreement.
Plug Power will offer its CE-certified GenDrive products to
European lift truck customers in the $20 billion European electric
lift truck market. For the short-term, Plug Power will continue to
develop, engineer, and manufacture all products in the United
States with a sales and service force in Europe.
Air Liquide will remain a strategic hydrogen production partner to
Plug Power, acting as a hydrogen supplier to Plug Power's material
handling customers. Additionally, Air Liquide will continue to
represent a seat on Plug Power's board of directors, a position
held since 2012.
"Plug Power is ready to move in Europe," said Andy Marsh, CEO of
Plug Power. "Our success with customers like BMW and Volkswagen
has helped open doors in Europe, a $20 billion market where
customers have a strong mandate for cleaner, more productive
distribution centers and where Plug Power has an impressive head
start on our competitors."
About Plug Power
Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.
Plug Power reported a net loss attributable to common shareholders
of $88.6 million on $64.2 million of total revenue for the year
ended Dec. 31, 2014, compared to a net loss attributable to common
shareholders of $62.8 million on $26.6 million of total revenue for
the year ended Dec. 31, 2013.
As of March 31, 2015, the Company had $189 million in total assets,
$39.1 million in total liabilities, $1.15 million in series C
convertible redeemable preferred stock and $149 million in total
stockholders' equity.
Bankruptcy Warning
"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, and continued development
and expansion of our products. Our ability to achieve
profitability and meet future liquidity needs and capital
requirements will depend upon numerous factors, including the
timing and quantity of product orders and shipments; the timing and
amount of our operating expenses; the timing and costs of working
capital needs; the timing and costs of building a sales base; the
timing and costs of developing marketing and distribution channels;
the timing and costs of product service requirements; the timing
and costs of hiring and training product staff; the extent to which
our products gain market acceptance; the timing and costs of
product development and introductions; the extent of our ongoing
and any new research and development programs; and changes in our
strategy or our planned activities. We expect that we may require
significant additional capital to fund and expand our future
operations. In particular, in the event that our operating
expenses are higher than anticipated or the gross margins and
shipments of our products are lower than we expect, we may need to
implement contingency plans to conserve our liquidity or raise
additional capital to meet our operating needs. Such plans may
include: a reduction in discretionary expenses, funding from
licensing the use of our technologies, debt and equity financing
alternatives, government programs, and/or a potential business
combination, strategic alliance or sale of a portion or all of the
Company. If we are unable to fund our operations and therefore
cannot sustain future operations, we may be required to delay,
reduce and/or cease our operations and/or seek bankruptcy
protection," the Company said in its 2014 annual report.
REALOGY HOLDINGS: Posts $98 Million Net Income for Second Quarter
-----------------------------------------------------------------
Realogy HOldings Corp. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $98 million on $1.6 billion of net revenues for the three months
ended June 30, 2015, compared to net income of $69 million on $1.5
billion of net revenues for the same period in 2014.
For the six months ended June 30, 2015, the Company reported net
income of $66 million on $2.7 billion of net revenues compared to
net income of $23 million on $2.5 billion of net revenues for the
same period during the prior year.
As of June 30, 2015, the Company had $7.8 billion in total assets,
$5.5 billion in total liabilities and $2.2 billion in total
equity.
"Our second quarter results continued the momentum from the first
quarter," said Richard A. Smith, Realogy's chairman, chief
executive officer and president. "The fundamentals of the housing
market continue to gain strength, and our results reflect these
improving conditions along with the impact of our strategic growth
initiatives."
Smith continued: "We delivered strong free cash flow of $273
million in the second quarter, which we believe demonstrates the
strength of our business model. We expect that we will end the
year with a cash balance of approximately $650 million, more than
double the balance at December 31, 2014, which positions us to
further delever our balance sheet."
"Looking ahead to the third quarter of 2015, we expect to see
homesale transaction volume gains in the range of 7% to 10%
year-over-year on a company-wide basis," said Anthony E. Hull,
executive vice president, chief financial officer and treasurer.
"Based on our closed and open sales activity in June and July, we
expect third quarter homesale transaction sides to be up 5% to 7%
year-over-year and average homesale price to increase 2% to 3% for
RFG and NRT combined."
Hull continued: "Since our primary earnings quarters are the second
and third quarters of each year, and we now have visibility into
the third quarter, we are providing full year Adjusted EBITDA
guidance at this time. We expect Realogy's Adjusted EBITDA will be
between $810 to $840 million for the full year 2015 and expect that
our Adjusted EBITDA margins will be between 14.1% to 14.3%."
A copy of the Form 10-Q is available for free at:
http://is.gd/0Amypm
About Realogy Holdings Corp.
Realogy Holdings Corp. (NYSE: RLGY) is a global leader in
residential real estate franchising with company-owned real estate
brokerage operations doing business under its franchise systems as
well as relocation and title services. Realogy's brands and
business units include Better Homes and Gardens(R) Real Estate,
CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R),
The Corcoran Group(R), ERA(R), Sotheby's International Realty(R),
NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's
franchise system members operate approximately 13,500 offices with
251,000 independent sales associates doing business in 104
countries around the world. Realogy is headquartered in Madison,
N.J.
Realogy Holdings reported net income attributable to the Company of
$143 million on $5.32 billion of net revenues for the year ended
Dec. 31, 2014, compared to net income attributable to the Company
of $438 million on $5.28 billion of net revenues during the prior
year.
* * *
In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service
upgraded the corporate family rating of Realogy Group to to B2
from B3. The upgrade to B2 CFR is driven by expectations for
ongoing strong financial performance, supported by Realogy's
recently-concluded debt and equity financing activities and a
continuing recovery in the US existing home sale market.
As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.
"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.
RICHMOND CITY: Moody's Lowers Issuer Rating to 'Ba1'
----------------------------------------------------
Moody's Investors Service has downgraded the City of Richmond, CA's
issuer rating to Ba1 from Baa1, 1999 Taxable Limited Obligation
Pension Bonds (POBs) to Ba2 from Baa2, and Series 2006 A wastewater
enterprise revenue bonds to Baa2 from A2. No outlook was assigned
and the review of ratings for downgrade was concluded.
SUMMARY RATING RATIONALE
This action concludes a review for downgrade initiated on May 13,
2015. At that time, Moody's downgraded the City of Richmond's
issuer rating (implied GO) to Baa1 from A1 and its pension
obligation bonds (POBs) rating to Baa2 from A2. The review for
possible further downgrade focused on the City's financial
management, revenue volatility, high levels of variable rate debt
and derivatives, and large advances to poorly performing operating
and enterprise funds. Concurrently, the A2 rating of the
wastewater enterprise revenue bonds was placed on review for
possible downgrade. The review of the enterprise, which has
maintained a significantly better financial position, focused on
the potential financial pressure from the City's operations, given
the common management.
The current action downgrading the City's issuer rating (implied
GO) to Ba1 from Baa1 reflects the City's inadequate steps to
address its long-term structural imbalance in FYs 2015 and 2016,
extremely narrow liquidity, significant General Fund support of
poorly performing cost recovery and enterprise funds, and the risks
associated with its high level of exposure to variable rate debt
and derivatives. Depletion of its cash position over the last
seven years has left the City with very little flexibility to
sustain its operations when faced with economic or fiscal
challenges.
The downgrade to Ba2 from Baa2 of the 1999 POB rating incorporates
these same elements, as well as a one-notch distinction from the
City's issuer rating to account for the limited levy available to
pay debt service, bolstered by the senior lien against the levy
associated with the rated 1999 POBs. Under California law, a GO
pledge is an unlimited ad valorem pledge of the tax base whereby
the issuer must raise property taxes by whatever amount necessary
to repay the obligation, irrespective of the issuer's underlying
financial position. Richmond's pension override is a limited tax
levy at the pre-Proposition 13, voter-approved rate. Declines in
the pledged pension override revenue could require the City to rely
on other resources, which are currently extremely limited.
The downgrade to Baa2 from A2 of the Series 2006 A wastewater
revenue bond rating reflects the risk of the City borrowing from
the wastewater enterprise's sizable reserves for short-term
liquidity purposes, and the plan to issue additional debt in the
near term for a substantial capital program. Already incorporated
within the rating is the wastewater enterprise's high level of cash
on hand, which is largely offset by exposure to puttable variable
rate debt and derivatives. Factored positively into the rating is
the recently adopted rate increases to support debt service
coverage requirements and fund capital projects.
OUTLOOK
Outlooks are usually not assigned to local government credits with
this amount of debt outstanding.
WHAT COULD MAKE THE ISSUER AND POB RATINGS GO UP
Significant and sustained improvement in reserves and liquidity
Strong management action to control expenditures and bring
operations into structural balance
WHAT COULD MAKE THE WASTEWATER REVENUE BOND RATING GO UP
Sustained increase in debt service coverage level
Significant improvement in the City's liquidity without
borrowing from the wastewater enterprise
WHAT COULD MAKE THE ISSUER AND POB RATINGS GO DOWN
Further deterioration of financial position
Decline in the tax base
WHAT COULD MAKE THE WASTEWATER REVENUE BOND RATING GO DOWN
Significant depletion of cash reserves
Decline in debt service coverage levels
OBLIGOR PROFILE
The City of Richmond, CA encompasses 34 square miles on the western
shore of Contra Costa County (Issuer Aa2/Stable), with 32 miles of
shoreline on San Francisco Bay. Established in 1909 at the western
terminus of the Santa Fe Railroad, the City is a center for oil
refining, shipping, and transportation. The City burgeoned during
World War II, with the Kaiser Shipyards and naval fuel depot, but
experienced significant decline thereafter. Richmond is a charter
city, providing a full range of municipal services, as well as a
library. It operates the housing authority, sewer system, storm
water system, deep water port, and marina as enterprises.
Residents receive water service from East Bay Municipal Utility
District (GO Aa1/Stable). Like other California cities, Richmond's
redevelopment agency was dissolved in 2012. It had been an active
agency with a large staff and numerous project areas, generating
over $19 million in annual tax increment prior to dissolution.
The enterprise provides sewer services to approximately 18,000
residential parcels and 2,100 industrial and commercial parcels.
Sewer charges are included on tax bills for residential customers
and billed for non-residential customers. The wastewater system
includes a collection system, treatment plan and disposal system.
The collection system consists of 185 miles of sanitary sewer
pipes, 13 wastewater lift stations, 94 miles of storm water main
lines, 3,300 catch basins, six miles of open ditch, 1,200 manholes,
six miles of V ditch, and seven miles of storm water lift
stations.
LEGAL SECURITY
The 1999 Taxable Limited Obligation Pension Bonds are secured with
a senior pledge of the City's 0.14% ad valorem secured pension
override property tax levy. It is a general obligation of the
City, which receives sufficient revenue from the county for its
debt service, which is then paid by the City.
The 2005 Taxable Pension Convertible Capital Appreciation Bonds are
secured by a subordinated pledge of the 0.14% ad valorem secured
pension override property tax levy. It is a general obligation the
City. The county collects the pledged tax revenue and pays it
directly to the trustee, net of the senior pledged revenue paid to
the City for the 1999 POBs. The Contra Costa County Board of
Supervisors has the power and obligation to levy and collect the
City's ad valorem secured pension override property taxes upon all
property within the City subject to taxation, limited to the
voter-approved rate of 0.14% (except certain personal property
taxable at limited rates) for use by the City for identified
pension obligations.
The lease revenue bonds are secured by payments made by the
Richmond Financing Authority, which are the derived from rental
payments made by the City to the authority for the use and
occupancy of recently renovated civic center complex, and by the
port enterprise to the authority for use and occupancy of certain
terminal facilities at the Port of Richmond.
The wastewater revenue bonds are secured by the net revenues of the
wastewater enterprise.
USE OF PROCEEDS
Not applicable.
PRINCIPAL METHODOLOGY
The principal methodology used in the issuer rating and pension
obligation bonds was US Local Government General Obligation Debt
published in January 2014. An additional methodology used in
rating the pension obligation bonds was The Fundamentals of Credit
Analysis for Lease-Backed Municipal Obligations published in
December 2011. The principal methodology used in rating the
wastewater revenue bonds was US Municipal Utility Revenue Debt
published in December 2014.
RR DONNELLEY: Moody's Affirms Ba2 CFR & Changes Outlook to Dev.
---------------------------------------------------------------
Moody's Investors Service changed RR Donnelley & Sons Company's
(RRD) ratings outlook to developing from stable and affirmed the
company's Ba2 corporate family rating (CFR) and Ba2-PD probability
of default rating (PDR). As part of the same rating action,
Moody's also affirmed RRD's SGL-2 speculative grade liquidity
rating (indicating good liquidity), Baa2 senior secured bank credit
facility rating, and Ba3 senior unsecured notes' rating.
The outlook change was prompted by RRD's announcement of its
intention to create two new, independent, publicly traded stocks,
via a tax-free distribution to RRD's shareholders by the end of
2016. Owing to a lack of certainty that a transaction will occur
and the lack of detail related to RRD's resulting risk profile,
Moody's changed RRD's outlook to developing.
Moody's views RRD announcement as trading breadth and scope of
operations for increased focus with improved growth prospects.
However, the credit implications of the resulting business and
financial profile combination are not yet estimable. As the
closing date approaches and additional facts are released, Moody's
may take additional outlook actions or revise RRD's ratings as
warranted. In Moody's experience, spin-off transactions are
usually credit neutral or credit negative, generally because of
practical limitations on how much value can be returned and used to
reduce debt at the company initiating the transactions.
These summarizes the rating actions and RR Donnelley's ratings:
Issuer: R.R. Donnelley & Sons Company
Outlook, Changed to Developing from Stable
Corporate Family Rating, affirmed at Ba2
Probability of Default Rating, affirmed at Ba2-PD
Speculative Grade Liquidity Rating, affirmed at SGL-2
Senior Secured Bank Credit Facility, affirmed at Baa2 (LGD1)
Senior Unsecured Regular Bond/Debenture, affirmed at Ba3 (LGD4)
RATINGS RATIONALE
RRD's Ba2 corporate family rating is primarily driven by its size
and leadership position in North American commercial printing and
our expectation that leverage will be reduced below 3x in 2016
after recent acquisitions are absorbed. Moody's expects Donnelley
to continue to use some its free cash flow to shift the company's
focus away from printing, which is in structural decline, while the
rest is used to reduce debt, albeit slowly.
Rating Outlook
The outlook is developing because RRD intends to enter into
transactions which may alter its risk profile but, because specific
plans and timing have not been conveyed to the market, the
implications are not yet estimable.
What Could Change the Rating -- Up
The rating could be upgraded if Moody's expects:
Sustained Debt-to-EBITDA leverage below 2.5x (3.8x at 31Mar15)
Sustained free cash flow-to-debt above 10% (5.3% at 31Mar15)
Stronger industry fundamentals
Solid liquidity arrangements
What Could Change the Rating -- Down
The rating could be downgraded if Moody's expects:
Interruption of de-levering progress towards the bottom end of
management's leverage of Debt-to-EBITDA guidance range of 2.25x
to 2.75x (equates to approximately 2.75x to 3.25x on a Moody's-
adjusted basis; 3.8x at 31Mar15)
Sustained free cash flow-to-debt below 5% (5.3% at 31Mar15)
Further deterioration in industry fundamentals
Weaker liquidity arrangements
Corporate Profile
Headquartered in Chicago, Illinois, R.R. Donnelley & Sons Company
is North America's largest commercial printing company, with annual
revenues of approximately $11.6 billion (2014) of which 77% comes
from North American operations while 23% is international.
The principal methodology used in these ratings was Global
Publishing 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.
SCIENTIFIC GAMES: Reports Second Quarter 2015 Results
-----------------------------------------------------
Scientific Games Corporation reported a net loss of $102.2 million
on $691.5 million of total revenue for the three months ended
June 30, 2015, compared to a net loss of $72.4 million on $416.9
million of total revenue for the same period in 2014.
For the six months ended June 30, 2015, the Company reported a net
loss of $188.6 million on $1.3 billion of total revenue compared to
a net loss of $117.4 million on $805 million of total revenue for
the same period during the prior year.
As of June 30, 2015, the Company had $9.4 billion in total assets,
$9.7 billion in total liabilities and a total stockholders' deficit
of $260.1 million.
"Throughout the second quarter we made further significant progress
on implementing our key initiatives targeting revenue growth
opportunities, advancing our comprehensive integration efforts and
implementing our planned cost savings," said Gavin Isaacs,
Scientific Games' president and chief executive officer. "We have
heightened our focus on innovation to take advantage of the unique
value proposition we can deliver to drive growth for our customers,
and we're looking forward to a strong showing next week at the
Australia Gaming Expo, and demonstrating our entire portfolio of
innovative solutions in the next two months at the Global Gaming
Expo and National Association of State and Provincial Lotteries
("NASPL") conference."
Merger Integration Update
"Concurrent with our commitment to deliver new products that
support our customers' goal of increasing player engagement, our
teams remain focused on the implementation of our comprehensive
integration initiatives," said Scott Schweinfurth, Scientific
Games' executive vice president, chief financial officer and
corporate secretary. "Through June 30, 2015, implementation of our
integration efforts has generated approximately $150 million of
annualized cost savings related to the Bally integration. These
savings largely reflect the elimination of duplicative positions in
the Gaming and Interactive businesses and corporate functions, as
well as the elimination of duplicative overhead costs. Notably, we
began the closure of the WMS Waukegan, Illinois facility during the
second quarter and, as of today, it is operationally closed. As a
result of cost-savings actions implemented through July 2015, we
now have implemented approximately $184 million of Bally-related
annual cost savings synergies, or nearly all of the $188 million in
annual savings that had been anticipated to be implemented by
December 31, 2015. As a result of accelerating cost savings actions
originally planned for 2016 into 2015, we are raising our
Bally-related cost savings target for 2015 to $200 million of
anticipated cost savings to be implemented."
Schweinfurth continued, "The benefit of these Bally-related
savings, as well as the savings realized from the earlier WMS- and
SHFL-related integration initiatives, is primarily reflected in the
$52.4 million year-over-year decrease in aggregate quarterly
selling, general and administrative expense and research and
development costs on a pro forma basis, notwithstanding $9.8
million of higher integration, acquisition, bad debt expense and
legal settlement costs, plus we've implemented cost savings in cost
of product sales and cost of services. As a result of our cost
savings, second quarter 2015 AEBITDA margin increased to 38 percent
from 32 percent in the prior-year quarter."
A copy of the press release is available for free at:
http://is.gd/WX85Xh
About Scientific Games
Scientific Games Corporation is a developer of technology-based
products and services and associated content for worldwide gaming
and lottery markets. The Company's portfolio includes instant and
draw-based lottery games; electronic gaming machines and game
content; server-based lottery and gaming systems; sports betting
technology; loyalty and rewards programs; and social, mobile and
interactive content and services. Visit
http://www.scientificgames.com/
Scientific Games reported a net loss of $234 million in 2014, a net
loss of $30.2 million in 2013 and a net loss of $62.6 million for
2012.
* * *
The TCR reported on May 21, 2014, that Moody's Investors Service
downgraded Scientific Games Corporation's ("SGC") Corporate Family
Rating to 'B1'. The downgrade reflects Moody's view that slower
than expected growth in SGC's Gaming and Instant Products segments
will cause Moody's adjusted leverage to exceed 6.0 times by the
end of 2014.
As reported by the TCR on Aug. 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating to 'B+' from 'BB-' on
Scientific Games Corp.
"The downgrade and CreditWatch placement follow Scientific Games'
announcement that it has agreed to acquire Bally Technologies for
$5.1 billion, including the refinancing of about $1.8 billion in
net debt at Bally," said Standard & Poor's credit analyst Ariel
Silverberg.
SEANERGY MARITIME: Amends Form F-3 Prospectus with SEC
------------------------------------------------------
Seanergy Maritime Holdings Corp. filed an amendment to its
registration statement on Form F-3 relating to the offer of its
common stock, preferred stock, debt securities, warrants,
puchase contracts, rights and units with an aggregate offering
price of not to exceed $200,000,000. The Company amended the
Registration Statement to delay its effective date.
The prices and other terms of the securities that the Company will
offer will be determined at the time of their offering and will be
described in a supplement to this prospectus.
The Company's common shares are traded on the Nasdaq Capital Market
under the symbol "SHIP."
The aggregate market value of the Company's outstanding common
stock held by non-affiliates is $1,164,999, based on 46,556,771
shares of common stock outstanding, of which 1,765,150 are held by
non-affiliates, and a closing price on the Nasdaq Capital Market of
$0.89 on July 30, 2015.
A copy of the preliminary prosectus is available at:
http://is.gd/JoyNG2
About Seanergy
Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities. The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels. Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.
Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that following the disposal of the Company's entire fleet in
early 2014 in the context of its restructuring plan, the Company
was unable to generate sufficient cash flow to meet its obligations
and sustain its continuing operations that raise substantial doubt
about the Company's ability to continue as a going concern.
As of March 31, 2015, the Company had $19.8 million in total
assets, $13.3 million in total liabilities and $6.5 million in
total stockholders' equity.
The Company disclosed net income of $80.3 million on $2.01 million
of net vessel revenue for the year ended Dec. 31, 2014, compared
with net income of $10.9 million on $23.1 million of net vessel
revenue for the year ended Dec. 31, 2013.
SEARS HOLDINGS: Edward Lampert Reports 52.5% Stake as of July 31
----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Edward S. Lampert disclosed that as of July 31, 2015,
he beneficially owned 62,041,604 common shares of Sears Holdings
Corporation, which represents 52.5 percent of the shares
outstanding.
In a grant of shares of Holdings Common Stock by Holdings on
July 31, 2015, pursuant to the Letter between Holdings and Mr.
Lampert, Mr. Lampert acquired an additional 11,777 shares of
Holdings Common Stock. Mr. Lampert received the shares of Holdings
Common Stock as consideration for serving as chief executive
officer and no cash consideration was paid by Mr. Lampert in
connection with the receipt of those shares of Holdings Common
Stock.
In a grant of shares of Holdings Common Stock by Holdings on
July 31, 2015, pursuant to the Seritage Awards, Mr. Lampert
acquired an additional 1,483 shares of Holdings Common Stock. Mr.
Lampert received the shares of Holdings Common Stock pursuant to
the Seritage Awards and no cash consideration was paid by Mr.
Lampert in connection with the receipt of such shares of Holdings
Common Stock.
On July 31, 2015, to facilitate the orderly liquidation of the SPEs
by the end of July 2015, as required by the SPEs' partnership
agreements, the SPEs distributed under the 10b5-1 Plans an
aggregate of 3,091,189 shares of Holdings Common Stock on a pro
rata basis to their partners, including RBS, and established a
holdback reserve of 10% of the SPEs securities to account for any
contingent liabilities. Subsequently, RBS distributed to its
partner (Mr. Lampert) all shares of Holdings Common Stock received
from the SPEs.
Of the 3,091,189 shares of Holdings Common Stock that were
distributed by the SPEs pursuant to the 10b5-1 Plans, the limited
partners of the SPEs received a number of such shares, subject to
the 10% holdback reserve, with a value (calculated at the time of
the distribution and together with other assets of the SPEs to be
distributed to the limited partners) equal to such limited
partners' capital account values as of June 30, 2015, and RBS (and
thereafter Mr. Lampert) received the remaining shares. Based on the
market prices as of July 30, 2015, 659,284 of those shares were
distributed to the limited partners and 2,431,905 of those shares
were distributed to RBS (and thereafter Mr. Lampert).
As of Aug. 3, 2015, the Reporting Persons may be deemed to
beneficially own the shares of Holdings Common Stock set forth
below:
Number of Percentage
Shares of
Beneficially Outstanding
Reporting Person Owned Shares
---------------- ------------ -----------
ESL Partners, L.P. 61,684,664 55.1%
SPE I Partners, LP 150,124 0.1%
SPE Master I, LP 193,341 0.2%
RBS Partners, L.P. 62,028,129 55.4%
ESL Institutional Partners, L.P. 12,573 0.0%
RBS Investment Management, L.L.C. 12,573 0.0%
CRK Partners, LLC 902 0.0%
ESL Investments, Inc. 62,041,604 55.4%
A copy of the regulatory filing is available at:
http://is.gd/4sTm0i
About Sears
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
For the year ended Jan. 31, 2015, the Company reported a net loss
attributable to Holdings' shareholders of $1.68 billion compared to
a net loss attributable to Holdings' shareholders of $1.36 billion
for the year ended Feb. 1, 2014. As of May 2, 2015, Sears Holdings
had $13.3 billion in total assets, $14.5 billion in total
liabilities, and a $1.20 billion total deficit.
* * *
Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'. The rating
outlook is stable.
The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy. He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."
As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.
Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.
SEARS HOLDINGS: Provides Update on Financial Performance
--------------------------------------------------------
Sears Holdings Corporation provided an update on its second quarter
performance, improved financial position and actions that enhance
its liquidity and business operations.
In summary, Holdings:
* Continued to enhance the performance of its business and
expect a fourth consecutive quarter of improved Adjusted
EBITDA;
* Completed an amendment and extension of its $3.275 billion
domestic credit facility with approximately $2 billion
maturing in 2020 and the remaining approximately $1.3 billion
of the existing credit facility in place until April of 2016.
This represents a significant milestone and provides the
Company with a credit facility consistent with its needs,
given its reduced reliance on inventory as a source of
financing;
* Substantially completed the capital structure adjustments the
Company laid out in August 2014, including the domestic
credit facility extension and the formation of Seritage
Growth Properties, a recently formed independent publicly
traded real estate investment trust, and realized $3 billion
of proceeds from these REIT-related transactions, including
the previously announced joint ventures with three leading
mall owners and operators; and
* At the end of the quarter, the Company expects approximately
$1.2 billion in availability under its domestic credit
facility and $1.8 billion in cash compared to $0.2 billion
and $0.6 billion, respectively, in the prior year.
Estimated Second Quarter Performance
The Company currently expects to experience a fourth consecutive
quarter of improved Adjusted EBITDA compared to the prior year
period. The Company expects that, based on its current forecast,
its second quarter Adjusted EBITDA will range between $(189)
million and $(249) million, before an additional $26 million in
rent expense resulting from (i) the recent transaction with
Seritage and (ii) joint ventures entered into with General Growth
Properties, Inc., Simon Property Group and The Macerich Company, as
compared to domestic Adjusted EBITDA of $(298) million in the
second quarter of the prior year.
In addition, the Company expects to report a significant gain in
the second quarter due to the sale of assets to Seritage, which
will also trigger a significant tax benefit that would be realized
on the deferred taxes related to indefinite-life assets related to
the property sold to the REIT. The Company currently expects the
gain to be approximately $1.4 billion, of which approximately $510
million will be reported in the second quarter of 2015 and the
balance of approximately $900 million will be deferred and
recognized over the term of the leases, and a tax benefit of
approximately $240 million. The Company expects its reported net
income attributable to Holdings' shareholders for the quarter
ending August 1, 2015, will range between approximately $155
million and $205 million, or between $1.46 and $1.92 income per
diluted share, including the aforementioned gain and tax benefit,
but excluding any final accounting adjustments for the quarter.
Total comparable store sales for the QTD declined 10.6%, comprised
of decreases of 6.9% at Kmart and 13.9% at Sears Domestic.
Excluding the impact of the consumer electronics business, a
business the Company is altering to meet the changing needs of its
members, total comparable store sales would have declined 9.1%,
comprised of decreases of 5.4% and 12.5% at Kmart and Sears
Domestic, respectively.
Financial Position and Actions To Improve Liquidity
On July 7, 2015, the Company completed its rights offering and
sale-leaseback transaction with Seritage. As part of the
transaction, Holdings sold 235 real properties to Seritage along
with Holdings' 50% interest in joint ventures with each of General
Growth Properties, Inc., Simon Property Group and The Macerich
Company, which together hold an additional 31 properties. Holdings
received aggregate gross proceeds from the transaction of $2.7
billion. The properties currently operated as Sears- and
Kmart-branded stores were then leased back to Holdings.
At the end of the quarter, the Company expects total cash and
revolver availability of approximately $3 billion composed of
approximately $1.8 billion in cash plus availability under our
domestic credit facility of $1.2 billion. Usage at the end of our
second quarter under our $3.275 billion domestic credit facility is
expected to be approximately $657 million, consisting entirely of
letters of credit outstanding, versus last year's total usage of
$2.0 billion, consisting of $1.4 billion of borrowings and letters
of credit outstanding of $646 million.
With the completion of the amendment and extension of the domestic
credit facility and the REIT transaction, the Company has
substantially enhanced its financial flexibility and achieved its
objective of reducing its reliance on inventory as a source of
financing. The Company intends to continue taking significant
actions to alter its capital structure, as circumstances allow, to
position Holdings for success and profitability, which could
include further reductions in debt or changes in the composition of
its debt.
If the tender offer is not fully subscribed, unused amounts will be
available to purchase additional debt securities at the Company's
discretion. The Company would recognize a $66 million reduction in
its annual cash interest expense if the maximum amount of notes is
tendered in the offer.
Consistent with the Company's objective to enhance the financial
flexibility of its capital structure, the Company intends to
continue its focus on executing its transformation from a
traditional store network-based retail business model to an
asset-light, member-centric retailer.
Tender Offer for Outstanding 6 5/8%
Senior Secured Notes due 2018
The Company also announced that it has commenced a tender offer to
purchase for cash up to $1,000,000,000 principal amount of its
outstanding 6 5/8% Senior Secured Notes Due 2018. The aggregate
principal amount of Notes currently outstanding is $1,238,000,000.
The Offer is scheduled to expire at 11:59 p.m., New York City time,
on Aug. 28, 2015, unless the Offer is earlier terminated or
extended by the Company in its sole discretion. Holders of the
Notes must validly tender (and not withdraw) their Notes at or
prior to 5:00 p.m., New York City time, on Aug. 14, 2015, unless
extended by the Company, to be eligible to receive the Total
Consideration. Tenders of Notes may be validly withdrawn at any
time at or prior to 5:00 p.m., New York City time, on Aug. 14,
2015, unless extended by the Company. After such time, Notes may
not be validly withdrawn except as otherwise provided in the Offer
to Purchase or as required by law.
The consideration paid in the Offer to each holder of tendering
Notes will be determined in the manner described in the Offer to
Purchase. Holders who validly tender and do not validly withdraw
Notes at or prior to the Early Tender Date will receive the "Total
Consideration" of $990 per $1,000 principal amount of Notes that
are validly tendered and accepted for purchase, which includes an
early tender payment of $30 per $1,000 principal amount of Notes
validly tendered and accepted for purchase. Holders who validly
tender and do not validly withdraw Notes after the Early Tender
Date but at or prior to the Expiration Date will receive the Total
Consideration minus the Early Tender Premium per $1,000 principal
amount of Notes validly tendered and accepted for purchase. In
addition, in each case holders who tender and do not validly
withdraw Notes will receive accrued and unpaid interest on such
Notes accepted for purchase up to, but excluding, the applicable
settlement date.
The amount of Notes purchased in the Offer will be determined in
accordance with the tender cap of $1,000,000,000 principal amount
and as described in the Offer to Purchase and Letter of
Transmittal. If holders validly tender Notes in an aggregate
principal amount in excess of the tender cap, the Company will only
accept the tender cap, subject to proration as described in the
Offer to Purchase. The Company will fund purchases of Notes
pursuant to the Offer with cash on hand.
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Date are expected to settle on Aug. 17, 2015. Notes
validly tendered and not validly withdrawn after the Early Tender
Date, and at or prior to the Expiration Time, are expected to
settle on Aug. 31, 2015. Consummation of the Offer, and payment
for the tendered Notes, is subject to the satisfaction or waiver of
certain conditions described in the Offer to Purchase. The
Company's acceptance of and payment for Notes tendered is not
conditioned upon any minimum level of participation.
Jefferies LLC is serving as Dealer Manager for the Offer. Questions
regarding the Offer may be directed to the Dealer Manager at (877)
877-0696 (toll free) or (212) 284-2435 (collect). Requests for the
Offer to Purchase or the Letter of Transmittal or the documents
incorporated by reference therein may be directed to D.F. King &
Co., Inc., which is acting as the Tender Agent and Information
Agent for the Offer, at the following telephone numbers: banks and
brokers, (212) 269-5550; all others, toll free at (800) 330-5136.
Offer materials are available at the following Web site address:
www.dfking.com/sears.
About Sears
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
For the year ended Jan. 31, 2015, the Company reported a net loss
attributable to Holdings' shareholders of $1.68 billion compared to
a net loss attributable to Holdings' shareholders of $1.36 billion
for the year ended Feb. 1, 2014. As of May 2, 2015, Sears Holdings
had $13.3 billion in total assets, $14.5 billion in total
liabilities, and a $1.20 billion total deficit.
* * *
Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'. The rating
outlook is stable.
The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy. He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."
As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.
Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.
SHILO INN: Stay Lifted for CB&T to Enforce Rights on Properties
---------------------------------------------------------------
Judge Vincent P. Zurzolo of the United States Bankruptcy Court for
the Central District of California, Los Angeles Division, approved
a stipulation lifting the automatic stay imposed in the Chapter 11
cases of Shilo Inn, Twin Falls, LLC, et al., to allow California
Bank & Trust to assert its rights against the properties securing
the Debtors' indebtedness from CB&T.
The stipulation entered into between the Debtors and Mark S.
Hemstreet, on one hand, and CB&T, on the other hand, provides that
CB&T is granted relief from the automatic stay to assert its rights
under non-bankruptcy law, execute on all of the remedies under the
Agreement and/or the Loan Documents, including appointing a
receiver, obtaining writs of execution, judicially foreclosing its
liens against each of the Properties, obtaining possession of the
Properties, and obtaining deficiency judgments, as necessary.
The stipulation further provides that CB&T will be entitled to
immediately record the Order approving the Stipulation with the
appropriate county recorder's office, secretary of state, or
otherwise, as necessary to give the Order binding effect. The In
Rem Relief Order will be binding and effective in any case under
this title purporting to affect any or all of the Properties filed
not later than six years after the date of entry of the In Rem
Relief Order, except that a debtor in a subsequent case under this
title may move for relief from such order based upon changed
circumstances or for good cause shown, after notice and a hearing.
Shilo Inn, Twin Falls, LLC is represented by:
David Golubchik, Esq.
J.P. Fritz, Esq.
Levene, Neale, Bender, Yoo & Brill L.L.P.
10250 Constellation Blvd.
Suite #17
Los Angeles, California 90067
Tel.: 310 229-1234
Fax: 310 229-1244
Email: dbg@lnbyb.com
jpf@lnbyb.com
Mark S. Hemstreet is represented by:
Charles Markley, Esq.
Sherri Martinelli, Esq.
Greene & Markley, P.C.
1515 S.W. 5th Avenue
Suite 600
Portland, Oregon 97201
Tel.: 503 295-2668
Fax: 503 224-8434
Email: charles.markley@greenmarkley.com
sherri.martinelli@greenmarkley.com
California Bank & Trust, secured creditor, is represented by:
H. Mark Mersel, Esq.
Kerry Moynihan, Esq.
BRYAN CAVE LLP
3161 Michelson Drive, Suite 1500
Irvine, California 92612-4414
Tel.: (949) 223-7000
Fax: (949) 223-7100
E-Mail: mark.mersel@bryancave.com
kerry.moynihan@bryancave.com
About Shilo Inn, Twin Falls
Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013.
Judge Richard M. Neiter presides over the case. Shilo Inn, Twin
Falls, estimated assets of at least $10 million and debts of at
least $1 million.
Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel. California Bank and Trust is the primary, senior secured
lender for each of the Debtors.
The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.
David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
represent the Debtors in their restructuring effort.
The Debtors' Joint Plan of Reorganization dated Aug. 29, 2013,
provides for payment of all claims in full, unless otherwise agreed
with the claimholder, with unsecured claims to be paid over a
three-month period from the Plan Effective Date.
SIGNAL INT'L: Has Interim OK to Pay $250K to Critical Vendors
-------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware gave Signal International, Inc., et al., interim
authority to pay the prepetition fixed, liquidated, and undisputed
claims of certain critical vendors in an amount not to exceed
$250,000.
In the ordinary course of their business, the Debtors purchase
goods and services from more than 600 third-party vendors. Based
on their books and records and past experience, the Debtors
estimate that they have approximately $6 million in outstanding
prepetition trade payables.
As previously reported by The Troubled Company Reporter, the
Debtors seek authority, in their sole discretion, to pay
prepetition claims held by critical vendors on an interim basis in
the aggregate amount of $250,000, and on a final basis in the
aggregate amount of approximately $890,000. The $890,000 trade
claims cap represents less than 16% of the Debtors' estimate of
aggregate prepetition trade claims.
The Debtors will use their commercially reasonable efforts to
condition payment of critical vendor claims upon each critical
vendor's agreement to continue supplying goods and services on
"customary trade terms."
A final hearing, if required, on the Motion will be held on Aug.
12, 2015, at 11:30 a.m. (ET). If no objections are filed to the
Motion, the Court may enter the Final Order without further notice
or hearing.
About Signal International
Signal International Inc. -- http://www.signalint.com/-- primarily
engages in the business of offshore drilling rig overhaul, repair,
upgrade, and conversion, as well as new shipbuilding construction.
Additionally, Signal provides services to the general marine and
heavy fabrication markets for barges, power plants, and modular
construction.
Signal International, LLC ("SI LLC"), was organized on Dec. 6,
2002, as a limited liability company after acquiring the assets of
the Offshore Division of Friede Goldman Halter from bankruptcy. SI
Inc. was incorporated on Oct. 12, 2007, and began operations with
offshore fabrication and repair in Mississippi. Today, Signal's
corporate headquarters are in Mobile, Alabama, with operations in
Alabama and Mississippi, and a sales office in Texas.
On Oct. 3, 2014, Signal International Texas, L.P., sold
substantially all of its assets to Westport Orange Shipyard, LLC,
in a partially seller-financed transaction for a total purchase
price of $35,900,000. As part of the transaction, Westport
provided a down payment of $7,000,000 and delivered a promissory
note in the principal amount of $28,900,000 to SI Texas due on or
before Oct. 3, 2019 (the "Texas Note").
On July 12, 2015, SI Inc. and its direct and indirect wholly owned
subsidiaries, including SI LLC, commenced cases under chapter 11 of
title 11 of the United States Code (Bankr. D. Del. Lead Case No.
15-11498).
The Debtors tapped Young Conaway Stargatt & Taylor LLP as
bankruptcy counsel, Hogan Lovells US LLP as general corporate
counsel, GGG Partners, LLC, as financial and restructuring
advisors, and Kurtzman Carson Consultants LLC as claims and
noticing agent.
Signal International Inc. estimated $10 million to $50 million in
assets and $50 million to $100 million in debt.
SMILE BRANDS: Moody's Lowers CFR to Caa2, Outlook Negative
----------------------------------------------------------
Moody's Investors Service downgraded Smile Brands Group Inc.'s
Corporate Family Rating to Caa2, its Probability of Default Rating
to Caa2-PD, and its senior secured bank credit facilities' rating
to Caa1 from B2. The rating outlook is negative.
The rating action reflects the company's continued operating
performance weakness and the further deterioration of credit
metrics beyond Moody's previous expectations, attributable to a
challenging consumer spending environment and declining operating
margins resulting from higher operating costs. Additionally,
Moody's has concerns about the sustainability of the company's
capital structure given its significant debt load and related
interest burden.
Following is a summary of Moody's rating actions.
Ratings downgraded:
Smile Brands Group Inc.:
Corporate Family Rating to Caa2 from Caa1
Probability of Default Rating to Caa2-PD from Caa1-PD
Senior secured credit facilities to Caa1 (LGD 3) from B2 (LGD 3)
The rating outlook is negative.
RATINGS RATIONALE
Smile Brands' Caa2 Corporate Family Rating reflects the company's
relatively small size, competitive challenges within certain key
markets, and the difficulties the company faces in turning its
operating performance around. The rating also reflects Moody's
expectation that while the company's earnings erosion will
stabilize due to cost cutting initiatives, financial leverage will
likely remain very high, interest coverage weak, and free cash flow
will remain negative over the next 12 to 18 months, creating a high
degree of uncertainty that the company can sustain its existing
capital structure. However, Moody's expects the company to be
successful in obtaining a sponsor equity infusion and a waiver or
an amendment to its credit facility financial covenants. The
ratings are supported by Smile Brands' strong market position as
one of the largest dental service organizations (DSO) in the United
States, maintaining leading competitive positions across many of
its primary markets.
Despite Moody's expectation that Smile Brands will obtain an equity
infusion, as well as a waiver or an amendment to its credit
facility financial covenants over the near-term, the negative
rating outlook reflects Moody's concerns that Smile Brands will
face challenges in stabilizing and improving operating performance.
The negative outlook also reflects Moody's expectation that the
company's credit metrics will remain constrained due to elevated
costs.
The ratings could be downgraded if the company's operating
performance or sources of liquidity weaken further, such that free
cash flow is expected to remain negative for an extended period or
if the likelihood of a debt restructuring elevates.
Given the near-term pressures facing the company, Moody's does not
foresee an upgrade of the rating over the next 12 months. However,
the ratings could be upgraded if the company is able to improve
operating performance such that adjusted debt to EBITDA is
sustained below 7.0 times and generate positive free cash flow on a
sustained basis. An upgrade would also require a strengthened
liquidity position, including increased assurance that the company
will remain in compliance with covenant requirements over a
sustained period.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
Headquartered in Irvine, California, Smile Brands Group Inc. is a
leading U.S. dental service organization ("DSO"). Through its
owned subsidiaries and affiliated professional corporations (PCs),
the company provides comprehensive business support services,
non-clinical personnel, facilities and equipment to dentists.
Dentists are at-will employees of the PCs, where the PCs own the
medical records, patient lists, and operating records. Smile
Brands' is primarily owned by financial sponsor Welsh, Carson,
Anderson & Stowe ("WCAS"), and generates annual revenues of
approximately $500 million.
STELLAR BIOTECHNOLOGIES: Signs Collaboration Pact with Ostiones
---------------------------------------------------------------
Stellar Biotechnologies, Inc., has entered into a collaboration
agreement with Ostiones Guerrero SA de CV to secure a unique
strategic site in Baja California, Mexico, for the development of
an additional aquaculture locale and expansion of Stellar KLH
production to meet the increasing needs of its customers.
Stellar provides clinical-stage biotechnology companies with KLH,
an immune-stimulating protein that is an essential ingredient in a
number of human immunotherapies in various stages of clinical
development. KLH can only be obtained from a scarce marine
mollusk, the Giant Keyhole Limpet, which is native to a limited
stretch of Pacific Ocean coastline.
Stellar and Ostiones both have expertise and specialization in
marine-based industries. Stellar is the leader in the sustainable
manufacture of KLH for use in the pharmaceutical industry, with
proprietary aquaculture capabilities. Ostiones is a Baja
California-based commercial shellfish aquaculture and fishing
corporation focused on seafood production and protection of
sensitive marine ecosystems, which holds federal permits to an
extensive Pacific marine habitat for limpet colonies.
Under the terms of the Agreement, Stellar and Ostiones will
collaborate on the design, expansion and development of marine
aquaculture resources and KLH production facilities in Baja
California, Mexico to provide, exclusively for Stellar, an
additional site for hatchery and maturation of keyhole limpets and
production of KLH. The venture will provide Ostiones with access
to advanced aquaculture techniques, proprietary expertise, support
services and training that will form the basis for expanding its
seafood production business.
Additionally, the companies are joining forces to share their
vision of protecting the natural resources of the Pacific Ocean.
Stellar has developed a proprietary process for KLH harvesting that
does not harm the Giant Keyhole Limpets. Similarly, Ostiones is
committed to sustaining ocean wildlife populations. The companies
are committed to marine ecosystem sustainability as a commercial
priority.
"This collaboration has far-reaching, positive implications for
Stellar," said Frank Oakes, president and CEO of Stellar
Biotechnologies, Inc. "In addition to the clear operational
security offered by a second site, the partnership with Ostiones
Guerrero provides Stellar the opportunity to extend our leadership
in the sustainable manufacture of KLH while ensuring protection of
a valuable ocean resource and natural habitat. We expect demand
for reliable sources of KLH to grow, both from our existing
partners and the broader biotech industry, as the clinical use of
novel immunotherapies increases. We believe this collaboration
will better position Stellar to accelerate its production strategy
to accommodate the anticipated growth in the industry."
"We are excited about the synergies and economic potential of this
alliance," added Reyes Guerrero Sandoval, president of Ostiones
Guerrero SA de CV. "Stellar Biotechnologies' contributions
validate the importance of the marine resources in our region which
now includes marine biotechnology in the expanding markets for our
operations and for Baja California."
In June 2015, Ostiones leased to Stellar certain undeveloped land
to assess as a potential second manufacturing and production site
subject to a suitability study to be conducted over the next three
years. Under the terms of the Agreement, Stellar will be
responsible for certain leasehold improvements and construction of
structures and utilities, to be owned by Stellar, at Ostiones’
Baja California, Mexico facility. Ostiones will provide labor and
operational support, the reasonable costs of which will be
reimbursed by Stellar. The companies expect to enter into separate
usage and supply agreements covering the use of site resources and
utilities such as seawater and power, and for the production of
keyhole limpets by Ostiones exclusively for Stellar.
A copy of the Collaboration Agreement is available at:
http://is.gd/NEZuyT
About Stellar
Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations. The Company markets KLH and suKLH formulations to
customers in the United States and Europe.
KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.
Stellar Biotechnologies reported a net loss of $8.43 million for
the year ended Aug. 31, 2014, a net loss of $14.5 million for the
year ended Aug. 31, 2013, and a net loss of $5.52 million for the
year ended Aug. 31, 2012.
As of March 31, 2015, the Company had $11.8 million in total
assets, $2.90 million in total liabilities, and $8.92 million int
total shareholders' equity.
SULLIVAN INTERNATIONAL: Court OKs Donlin Recano as Noticing Agent
-----------------------------------------------------------------
Sullivan International Group, Inc. sought and obtained permission
from the Hon. Laura S. Taylor of the U.S. Bankruptcy Court for the
Southern District of California to employ Donlin, Recano & Company,
Inc. as noticing and solicitation agent, effective April 6, 2015.
The Debtor requires Donlin Recano to:
(a) prepare and serve notices and documents in the case, in
accordance with the Bankruptcy Code, the Rules, the Local
Rules in the form and manner directed by the Debtor and/or
the Court, including to (i) notice of any claims bar date,
(ii) notices of objections to claims, (iii) notices of any
hearings on a disclosure statement and confirmation of the
Debtor's plan of reorganization, including under Bankruptcy
Rule 3017(d), (iv) notice of the effective date of any plan
and (v) all other notices, orders, pleadings, publications
and other documents;
(b) maintain and update an official copy of the Debtor's
schedules of assets and liabilities and statement of
financial affairs (collectively, "Schedules"), listing the
Debtor's known creditors and the amounts owed thereto;
(c) maintain (i) a list of all potential creditors, equity
holders, and other parties in interest, and (ii) a "core"
mailing list consisting of all parties described in Rules
2002(i), (j) and (k) and those parties that have filed a
notice of appearance pursuant to Rule 9010; and update said
lists and make said lists available upon request by a party
in interest or the Clerk;
(d) for all notices, motions, orders, or other pleadings or
documents served by DRC, prepare and file or caused to be
filed with the Clerk an affidavit or certificate of service
within seven business days of service, which includes (i)
either a copy of the notice served or the docket numbers
and titles of the pleadings served, (ii) a list of persons
to whom it was mailed with their addresses, (iii) the
manner of service, and (iv) the date served;
(e) monitor the Court's docket for all notices of appearance,
and address changes, and update DRC's records accordingly;
(f) assist in the dissemination of information to the public
and respond to requests for administrative information
regarding the case as directed by the Debtor or the Court,
including through the use of a case website, call center,
and email address for the public to use to contact DRC as
an agent of the Debtor (i) for simple requests for
information, (ii) for documents filed in the case, and
(iii) to handle routine inquiries regarding the case;
provided, however, that DRC will forward the public's
inquiries to the Debtor's counsel for less than routine
inquiries;
(g) assist with, among other things, solicitation, calculation,
and tabulation of votes and distribution, as required in
furtherance of confirmation of a plan of reorganization or
liquidation;
(h) provide such other noticing, disbursing, and related
administrative services as may be required from time to
time by the Debtor;
(i) assist with, among other things, certain data processing
and ministerial administrative functions, including, but
not limited to, such functions related to the Debtor's
Schedules and master creditor lists, and any amendments
thereto; and
(j) thirty days prior to the close of this case, to the extent
practicable, request that the Debtor submit to the Court a
proposed Order dismissing DRC and terminating the services
of DRC upon completion of its duties and responsibilities
and upon the closing of this case.
Donlin Recano will be paid at these hourly rates:
Senior Bankruptcy Consultant $250
Consultant $210
Case Manager/Analyst $90-$125
Technology/Programming Consultant $75-$120
Clerical $40
Donlin Recano will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Prior to the Petition Date, the Debtor provided Donlin Recano a
retainer of $5,000 and pre-filing fees and expenses in the amount
of $19,556.50.
Nellwyn Voorhies, vice president of Donlin Recano, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Tiffany L. Carroll, acting U.S. Trustee filed an objection to
Donlin Recano's employment. The AUST requested a status of the
$24,556.50 retainer as of April 6, 2015
Donlin Recano can be reached at:
Nellwyn Voorhies
DONLIN, RECANO & COMPANY, INC.
6201 15th Avenue
Brooklyn, NY 11219
Tel: (212) 481-1411
About Sullivan International
Sullivan International Group, Inc., an environmental engineering
provider, commenced a Chapter 11 bankruptcy case (Bankr. S.D. Cal.
Case No. 15-02281) in San Diego, California, on April 6, 2015.
Steven E. Sullivan signed the petition as chief executive officer.
The Debtor disclosed total assets of $16.27 million and total
Debts of $17.25 million. James P. Hill, Esq., at Sullivan, Hill,
Lewin, Rez & Engel, APLC, in San Diego, represents the Debtor as
counsel.
The U.S. trustee overseeing the Debtor's bankruptcy case appointed
DeNovo Constructors Inc., Tetra Tech Inc., Park Construction Co.,
Energy Solutions, Wittie Letsche & Waldo LLP, Lawson Environmental
Service, Meyer Construction Inc., Cascade Drilling LP, and McMillin
NTC 903/904 LLC to serve on the official committee of unsecured
creditors.
SULLIVAN INTERNATIONAL: Hires 3C Advisors as Financial Advisor
--------------------------------------------------------------
Sullivan International Group, Inc. asks for authorization from the
Hon. Laura S. Taylor of the U.S. Bankruptcy Court for the Southern
District of California to employ 3C Advisors & Associates, Inc. as
financial advisor, effective April 6, 2015.
The Debtor requires 3C to:
(a) formulate financial, management and/or operating plans;
(b) advise and consult with the Debtor's management and
operating personnel with respect to operations and
management of its business and business plans;
(c) review, evaluate, and participate in the Debtor's
negotiations with creditors, lenders, and lessors;
(d) direct and/or assist operating personnel with the specific
activities required to implement and complete any operating
changes;
(e) analyze and advise in areas which affect the Debtor's cash
flow, marketing, communications, and sale of assets;
(f) evaluate the Debtor's organizational structure and its
personnel, and assist its management with personnel changes
and areas to reduce costs;
(g) design and monitor systems and controls to help the
Debtor's management control daily operations and
relationships with creditors, including financial
institutions;
(h) assist and/or prepare reports required to be filed by the
Debtor in the case, including monthly operating reports;
(i) assist in the determination of an appropriate capital
structure for the Debtor on a reorganized basis, including
work on any plan of reorganization;
(j) assist in the preparation, negotiation, and implementation
of, and review of proposals in connection with, any plan of
reorganization including providing testimony required, in
the bankruptcy court;
(k) assist the Debtor in connection with the preparation and
dissemination, as appropriate, of confidential materials
for any potential or actual transfer of the Debtor's
assets, stock or other Transaction requiring such; and
(l) perform the financial and strategic analyses necessary to
Facilitate the proper and timely integration of any
potential or actual Transaction.
For its services under the engagement, 3C will be paid these fees
on a monthly basis:
-- 3C will be paid a cash fee of $50,000 per month, which will
cover the monthly costs to the Debtor for the services of
Mr. Jones and Mr. Prolman of 3C;
-- 3C will be paid on an hourly basis for any services provided
by other 3C personnel working on this engagement at a $250
per hour billing rate; and
-- 3C will be entitled to reimbursement of its actual,
necessary out-of-pocket expenses incurred in connection with
its engagement, which shall not exceed the ceilings
specified in the U.S. Trustee's Guideline No. 4.C.
3C will also be paid fees tied to performance at the closing of any
transaction, using the proceeds of that transaction, as a cost of
financing or as a cost of sale:
-- 3C will be paid 3% of all Senior Secured Debt Financing
Transaction Value relating to a Transaction involving a
Senior Secured Debt Financing Transaction;
-- 3C will be paid 5% of the Transaction Value with respect to
any other Transaction; and
-- provided, however, that if any Transaction involves a sale
of all or substantially all of the equity securities of the
Debtor, 3C will be paid a one-time payment in the amount of
$550,000.
Prior to the Petition Date, the Debtor provided 3C a replenishing
retainer of $50,000.00 to provide services to the Debtor in the
Chapter 11. Prior to the Petition Date, 3C drew down on the $50,000
retainer to bring itself current, such that the retainer balance on
hand at the time of the filing, and now, is $44,500.
Absent Court approval of the compensation procedures, the
Engagement Agreement provides for an increase in the replenishing
retainer to $200,000.
Stephen C. Jones, advisor at 3C, assured the Court that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.
3C can be reached at:
Stephen C. Jones
3C ADVISORS & ASSOCIATES, INC.
5850 Oberlin Dr., Ste. 350
San Diego, CA 92121
Tel: (800) 300-1887
About Sullivan International
Sullivan International Group, Inc., an environmental engineering
provider, commenced a Chapter 11 bankruptcy case (Bankr. S.D. Cal.
Case No. 15-02281) in San Diego, California, on April 6, 2015.
Steven E. Sullivan signed the petition as chief executive officer.
The Debtor disclosed total assets of $16.27 million and total
Debts of $17.25 million. James P. Hill, Esq., at Sullivan, Hill,
Lewin, Rez & Engel, APLC, in San Diego, represents the Debtor as
counsel.
The U.S. trustee overseeing the Debtor's bankruptcy case appointed
DeNovo Constructors Inc., Tetra Tech Inc., Park Construction Co.,
Energy Solutions, Wittie Letsche & Waldo LLP, Lawson Environmental
Service, Meyer Construction Inc., Cascade Drilling LP, and McMillin
NTC 903/904 LLC to serve on the official committee of unsecured
creditors.
SULLIVAN INTERNATIONAL: Taps Sullivan Hill as Bankruptcy Counsel
----------------------------------------------------------------
Sullivan International Group, Inc. seeks permission from the Hon.
Laura S. Taylor of the U.S. Bankruptcy Court for the Southern
District of California to employ Sullivan Hill Lewin Rez & Engel as
general bankruptcy counsel, effective April 6, 2015.
The Debtor requires Sullivan Hill to:
(a) advise, consult with, and assist the Debtor with regard to
its plan of reorganization or other means of satisfying
creditors' claims;
(b) evaluate, object to, or otherwise resolve claims against
the estate;
(c) commence, prosecute, and defend suits and adversary
proceedings arising out of or relating to this case and
relating to assets of this estate;
(d) assist in representing the Debtor in hearings before this
Court, including in particular hearings with respect to the
Debtor's motions to use cash collateral; to obtain post-
petition financing; to assume or reject executory contracts
and unexpired leases; to approve sales of assets; and
generally to represent the Debtor in all contested matters
for the Court;
(e) assist in and to render advice with respect to the
preparation of contracts, monthly operating reports,
accounts, applications, and orders; and
(f) advise, consult with, and otherwise represent the Debtor in
connection with such other matters as may be necessary for
the duration of this bankruptcy case.
The Debtor desires to employ Sullivan Hill on an hourly basis.
Sullivan Hill will submit for the approval of the Court periodic
fee applications and requests for authorization for payment of fees
and costs in accordance with fee application procedures as may be
approved in the case based upon the normal hourly rates of the
attorneys and paralegals/legal assistants who provide services in
this matter.
Sullivan Hill will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The Debtor paid Sullivan Hill a $69,944.50 Chapter 11 retainer. As
of the time of the filing of this Application, Sullivan Hill's
Chapter 11 retainer has been reduced to $49,944.50 because Sullivan
Hill drew $20,000 from its Chapter 11 retainer to pay the due
diligence deposit required by Federal National Commercial Credit.
James P. Hill, shareholder of Sullivan Hill, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Sullivan Hill can be reached at:
James P. Hill, Esq.
SULLIVAN HILL LEWIN REZ & ENGEL
550 West "C" Street, Suite 1500
San Diego, CA 92101
Tel: (619) 233-4100
Fax: (619) 231-4372
About Sullivan International
Sullivan International Group, Inc., an environmental engineering
provider, commenced a Chapter 11 bankruptcy case (Bankr. S.D. Cal.
Case No. 15-02281) in San Diego, California, on April 6, 2015.
Steven E. Sullivan signed the petition as chief executive officer.
The Debtor disclosed total assets of $16.27 million and total
Debts of $17.25 million. James P. Hill, Esq., at Sullivan, Hill,
Lewin, Rez & Engel, APLC, in San Diego, represents the Debtor as
counsel.
The U.S. trustee overseeing the Debtor's bankruptcy case appointed
DeNovo Constructors Inc., Tetra Tech Inc., Park Construction Co.,
Energy Solutions, Wittie Letsche & Waldo LLP, Lawson Environmental
Service, Meyer Construction Inc., Cascade Drilling LP, and McMillin
NTC 903/904 LLC to serve on the official committee of unsecured
creditors.
TENET HEALTHCARE: Reports $61 Million Net Loss for Second Quarter
-----------------------------------------------------------------
Tenet Healthcare Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to the Company's common shareholders of $61
million on $4.4 billion of net operating revenues for the three
months ended June 30, 2015, compared to a net loss attributable to
the Company's common shareholders of $26 million on $4 billion of
net operating revenues for the same period in 2014.
For the six months ended June 30, 2015, the Company reported a net
loss attributable to the Company's shareholders of $14 million on
$8.9 billion of net operating revenues compared to a net loss
attributable to the Company's shareholders of $58 million on $7.9
billion of net operating revenues for the same period during the
prior year.
As of June 30, 2015, Tenet had $22.7 billion in total assets, $20.1
billion in total liabilities, $1.5 billion in redeemable
noncontrolling interests in equity of consolidated subsidiaries and
$1 billion in total equity.
Cash and cash equivalents were $299 million at June 30, 2015,
compared to $193 million at Dec. 31, 2014.
"This was another strong quarter for Tenet with EBITDA that
exceeded our expectations," said Trevor Fetter, chairman and chief
executive officer. "We continued to focus on aggressive
implementation of our strategy to improve care delivery and more
closely align our business with key trends shaping the healthcare
system. In our hospital business, we made progress on multiple
strategic partnerships that will help us achieve leadership
positions in our markets, as well as plans to divest facilities. We
also completed our joint venture with USPI, which makes us the
leader in the fast-growing ambulatory surgery sector. We continue
to position Tenet as a partner of choice for not-for-profit health
systems, and we remain incredibly optimistic about the many
opportunities to grow with new and existing partners through our
acute care business, USPI and Conifer."
A full-text copy of the Form 10-Q is available at:
http://is.gd/yrF5gA
About Tenet
Tenet Healthcare Corporation -- http://www.tenethealth.com/-- is a
national, diversified healthcare services company with 110,000
employees united around a common mission: to help people live
happier, healthier lives. The company operates 80 hospitals, 214
outpatient centers, six health plans and Conifer Health Solutions,
a leading provider of healthcare business process services in the
areas of revenue cycle management, value based care and patient
communications.
Tenet Healthcare reported net income attributable to the Company's
shareholders of $12 million for the year ended Dec. 31, 2014,
compared to a net loss attributable to the Company's shareholders
of $134 million during the prior year.
* * *
Tenet carries a 'B' IDR from Fitch Ratings, 'B' corporate credit
rating from Standard & Poor's Ratings Services and 'B1' Corporate
Family Rating from Moody's Investors Service.
TERRAFORM PRIVATE: S&P Assigns 'B' Corp. Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to TerraForm Private LLC. The outlook is
stable. At the same time, Standard & Poor's assigned its 'B+'
issue-level rating to subsidiary TerraForm AP Acquisition Holdings
LLC's $280 million senior secured term loan B due 2022. The
recovery rating is '2', indicating that lenders can expect
meaningful (70% to 90%; in the upper half of the range) recovery if
a default occurs.
TerraForm Private was formed to own five operational wind projects
that it purchased from Atlantic Power Corp. in June 2015. Sponsor
SunEdison Inc. intends to have TerraForm Private raise $280 million
with a term loan B, to refinance an existing bank loan. This,
alongside previously raised $170 million of preferred equity and
$75 million of common equity, financed the asset acquisition.
"We base the 'B' corporate credit rating on TerraForm Private on
the company's small size, exposure to wind resource volatility, and
pronounced asset concentration," said Standard & Poor's credit
analyst Nora Pickens.
The portfolio heavily depends on cash flow from two projects --
Canadian Hills Wind LLC and Meadow Creek Power Co. LLC -- which
together account for about 90% of EBITDA. These weaknesses are
only partially offset by TerraForm Private's cash flow stability
stemming from long–term, fee-based power purchase agreements
(PPA) with highly rated counterparties. Very high financial
leverage at the holding company, modest debt service coverage at
about 1.6x, and dependence on upstream dividends from assets with
structurally senior project-level debt also weigh on the rating.
The stable outlook on TerraForm Private reflects S&P's expectation
for minimal merchant price risk, stable cash flows generated from
long-term PPAs with investment-grade counterparties, adequate
liquidity, and EBITDA interest coverage of 1.5x to 2x.
TEXOMA PEANUT: Court Dismisses Reorganization Cases
---------------------------------------------------
The Hon. Tom R. Cornish of the U.S. Bankruptcy Court for the
Eastern District of Oklahoma granted Texoma Peanut Company, et
al.'s motion to dismiss their Chapter 11 cases.
According to a minute entry for the hearing held June 24, 2015, the
Debtors, and parties that objected to the motion to dismiss had
settled the matters and agreed to submit an agreed order on the
dismissal of the cases.
Parties that objected to the Debtors' motion included AG
Headquarters Peanuts LLC, creditor Oklahoma Workers' Compensation
Commission, creditor Worker's Compensation Self-insurance
Guaranty Fund Board.
The Oklahoma Workers' Compensation Commission and the
Self-Insurance Guaranty Fund Board jointly noted that the Debtors
are obligated under Oklahoma law to maintain workers' compensation
insurance. They pointed out that in the motion, the Debtors make
no provision for the satisfaction of administrative claims such as
those of the Debtors' employees that arose during the postpetition
uninsured period. According to these objectors, dismissing the
case would allow the Debtors to distribute the proceeds of their
liquidated assets as they and their secured lender see fit and
leave the Debtors' former employees unprotected.
Ag Headquarters Peanuts LLC, by and through its attorneys, Parker
Hurst & Burnett PLC and Rischard & Carsey, PLLC, in its objection,
argued that the Court must deny the motion to dismiss; and appoint
a trustee, or, in the alternative, enter an order continuing the
hearing on the motion until a final determination has been made on
AGHQ's application for administrative expenses. AGHQ, an operator
of a "peanut buying point" that assisted Debtors with the operation
of their business during the bankruptcy, timely filed its
application for allowance and payment of administrative expense
claim on June 15, 2015, which sets forth AGHQ's basis for payment
and request for hearing. The application sought $629,178 in
postpetition administrative expenses.
About Texoma Peanut
Texoma Peanut Company was incorporated by Clint Williams in 1961
as
a Southern Oklahoma bulk peanut drying, handling and storage
operation, buying and storing peanuts for shellers. In 1968, The
Clint Williams Company was established as a sheller and processor
of peanuts for both seed and edible markets. Although The Clint
Williams Company was later merged into TPC, the company continues
to do its processed peanut business under the "Clint Williams
Company" name which is the name known best in the domestic and
international peanut industry. TPC and its subsidiaries own 15
buying points and storage facilities -- 4 in Oklahoma, 9 in Texas,
and 2 in Mississippi. TPC owns 99% of Clint Williams Company-
Western Division LLC and 100% of Clint-Co Peanut Company.
TPC and two subsidiaries sought Chapter 11 bankruptcy protection
(Bankr. E.D. Okla. Lead Case No. 14-81334) in Okmulgee, Oklahoma,
on Nov. 6, 2014. The judge has granted joint administration of the
Chapter 11 cases.
The cases are assigned to Judge Tom R. Cornish. The Debtors have
tapped Crowe & Dunlevy as counsel and Dixon Hughes Goodman as
bankruptcy accountants.
The Debtors disclosed $43,647,666 in total assets and
$56,410,315 in total liabilities as of the Chapter 11 filing.
The U.S. Trustee overseeing Texoma Peanut Co.'s bankruptcy case
said that it wasn't able to appoint a committee of unsecured
creditors.
TIERRA DEL REY: US Trustee to Continue Meeting on Sept. 22
----------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Tierra Del Rey
LLC will continue the meeting of creditors on Sept. 22, 2015, at
2:00 p.m., according to a filing with the U.S. Bankruptcy Court for
the Southern District of California.
The meeting will be held at Emerald Plaza Building, Suite 660 (B),
Hearing Room B, 402 W. Broadway, in San Diego, California.
The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed. The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About Tierra Del Rey
Tierra Del Rey, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Cal. Case No. 15-04253) on June 29, 2015, disclosing assets of
$10.8 million against $5.54 million in debt.
The Debtor owns the Tierra Del Rey Apartments, an 80-unit
multi-family apartment complex at 3675 King Street and 6975 Waite
Street in La Mesa, California. The property is valued at $10.6
million and secures a debt of $4.21 million debt to Fannie Mae (1st
trust deed) and a $1.27 million debt to AP Mortgage Company, Inc.
(2nd trust deed).
A receiver seized control of the apartment complex on June 19,
2015. The receiver, Trigild Inc., was appointed at the behest of
AP Mortgage, which commenced the suit styled, AP Mortgage Company,
Inc. vs. Bay Vista Methodist Heights et al.
37-2015-00012044-CU-OR-CTL, SDSC Central Division.
The Debtor tapped Craig E. Dwyer, Esq., in San Diego, California,
as counsel.
TIERRA DEL REY: US Trustee Unable to Form Creditors' Committee
--------------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Tierra Del Rey
LLC said it wasn't able to form a committee of unsecured creditors
due to lack of interest of creditors eligible to serve on the
panel.
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Tierra Del Rey
Tierra Del Rey, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Cal. Case No. 15-04253) on June 29, 2015, disclosing assets of
$10.8 million against $5.54 million in debt.
The Debtor owns the Tierra Del Rey Apartments, an 80-unit
multi-family apartment complex at 3675 King Street and 6975 Waite
Street in La Mesa, California. The property is valued at $10.6
million and secures a debt of $4.21 million debt to Fannie Mae (1st
trust deed) and a $1.27 million debt to AP Mortgage Company, Inc.
(2nd trust deed).
A receiver seized control of the apartment complex on June 19,
2015. The receiver, Trigild Inc., was appointed at the behest of
AP Mortgage, which commenced the suit styled, AP Mortgage Company,
Inc. vs. Bay Vista Methodist Heights et al.
37-2015-00012044-CU-OR-CTL, SDSC Central Division.
The Debtor tapped Craig E. Dwyer, Esq., in San Diego, California,
as counsel.
TRANS-LUX CORP: Amends Preliminary Prospectus with SEC
------------------------------------------------------
Trans-Lux Corporation filed with the Securities and Exchange
Commission an amended Form S-1 registration statement relating to
the distribution, at no charge, to holders of the Company's common
stock non-transferable subscription rights to purchase up to [*]
shares of the Company's Series B Convertible Preferred Stock, at a
subscription price of $[*] per share.
The Series B Preferred carries a 5.0% cumulative annual dividend on
the Stated Value of $[*] per share and will be convertible into
shares of the Company's common stock at an initial conversion price
of $[*] per share, representing a conversion ratio of
[approximately] [*] shares of common stock for each share of Series
B Preferred held at the time of conversion, subject to adjustment.
The closing price of the Company's common stock on July 30, 2015,
was $3.15. The Company's common stock is quoted on the OTC Pink
under the symbol "TNLX." The subscription rights issued in the
rights offering will not be listed for trading on any stock
exchange or market.
A copy of the Form S-1/A is available for free at:
http://is.gd/9GXVuz
About Trans-Lux Corporation
Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.
Trans-Lux Corporation incurred a net loss of $4.62 million on $24.4
million of total revenues for the year ended Dec. 31, 2014,
compared with a net loss of $1.86 million on $20.9 million of total
revenues for the year ended Dec. 31, 2013.
As of March 31, 2015, the Company had $14.8 million in total
assets, $17.6 million in total liabilities and a $2.76 million in
total stockholders' deficit.
BDO USA, 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 and has a significant working capital deficiency that
raise substantial doubt about its ability to continue as a going
concern. Further, the auditors said, the Company is in default of
the indenture agreements governing its outstanding 9 1/2%
Subordinated debentures which were due in 2012 and its 8 1/4%
Limited convertible senior subordinated notes which were due in
2012 so that the trustees or holders of 25% of the outstanding
Debentures and Notes have the right to demand payment immediately.
Additionally, the Company has a significant amount due to their
pension plan over the next 12 months.
TRUMP ENTERTAINMENT: Watchdog Challenges Sale of Golf Club
----------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reported that a federal bankruptcy watchdog is challenging the
proposed sale of the Trump International Golf Club in Puerto Rico,
including how the deal will affect the distressed island's
taxpayers.
According to the report, Acting U.S. Trustee Guy Gebhardt is urging
the U.S. Bankruptcy Court in Puerto Rico to block the golf and
country club from moving forward with plans to sell itself to
OHorizons Global LLC for $2 million, subject to higher bids at a
court-overseen auction.
About Trump Entertainment Resorts
Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept.
9, 2014, with plans to shutter its casinos.
TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey. TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.
The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only. Judge Kevin Gross presides
over the Chapter 11 cases.
The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.
TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.
The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien
debt issued under their 2010 bankruptcy-exit plan. The Debtors
also have trade debt in the amount of $13.5 million.
* * *
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware on March 12, 2015, confirmed Trump Entertainment Resorts,
Inc., et al.'s Third Amended Joint Plan of Reorganization and
Disclosure Statement pursuant to Section 1129 of the Bankruptcy
Code.
The Debtors filed on January 5, 2015, the Plan and accompanying
Disclosure Statement to, among other things, provide that holders
of General Unsecured Claims will receive Distribution Trust
Interests, which will include $1 million in cash and the proceeds,
if any, of certain avoidance actions. Under the revised plan,
holders of general unsecured claims are estimated to recover 0.47%
to 0.43% of their total allowed claim amount. The Amended Plan
also includes language reflecting the recently-approved $20
million loan from Carl Icahn.
A full-text copy of the Findings of Fact is available for free at:
http://bankrupt.com/misc/TRUMPENTERTAINMENT_Plan_Findings.pdf
VIVARO CORP: Leucadia Settlement Agreement Approved
---------------------------------------------------
U.S. Bankruptcy Judge Martin Glenn has approved the settlement
agreement between Vivaro Corp. and the Committee of Unsecured
Creditors and defendants Leucadia National Corporation; Baldwin
Enterprises, Inc.; BEI Prepaid, LLC; BEI Prepaid Holdings, LLC;
Phlcorp, Inc.; Ian Cumming; Joseph Steinberg; David Larsen; and Jim
Continenza.
Marcatel Com, S.A. de C.V., Gusma Properties, LP, Gusma Investment,
LP, Progress International, LLC, Unifica Contact Media S.A. de C.V.
and Gustavo M. de la Garza Ortega, Gustavo M. de la Garza Flores,
and Roberto Margain have earlier filed an objection to the motion
of the Committee and the Debtors to approve the Leucadia Settlement
Agreement.
Marcatel submits that the Leucadia Settlement should be denied. As
an initial matter, the CRO did not have the requisite authority to
enter into the Leucadia Settlement. The CRO is neither a trustee,
nor is he the Debtors’ board. Indeed, he must act at the
direction of the Board and is to “serve at the pleasure of the
Board.” As a matter of basic corporate governance, this fact
alone compels a finding that the Leucadia Settlement cannot be
approved with the Debtors as a party thereto. Despite possible
arguments to the contrary, the Committee alone, without the
Debtors, does not have the authority to provide releases of the
Debtors’ causes of action, without the Debtors’ board’s
approval. Similarly, although it has been somewhat clarified at a
recent status conference, to the extent the Court approves the
Leucadia Settlement over the Objection, any order approving the
Leucadia Settlement should make clear that it does not authorize
non-debtor releases of presently known or future direct claims that
the Objecting Parties may have against the Leucadia Parties.
Also, aside from the legal issues concerning the authority of the
CRO to enter into the Leucadia Settlement, the Objecting Parties
submit that the Leucadia Settlement falls below the lowest point in
the range of reasonableness, when considering the various relevant
factors under Second Circuit law.
Marcatel and the objecting parties are represented by:
Rocco A. Cavaliere, Esq.
TARTER KRINSKY & DROGIN LLP
1350 Broadway, 11th Floor
New York, New York 10018
Tel: (212) 216-8000
About Vivaro Corp.
Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc. The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP. Garden City Group Inc. is
the claims and notice agent.
A five-member official committee of unsecured creditors has been
appointed in the case. The Creditors Committee is represented by:
George P. Angelich, Esq.
George V. Utlik, Esq.
ARENT FOX LLP
1675 Broadway
New York, NY 10019
Tel: (212) 484-3900
The Debtors' CRO is represented by:
Phil Gund, Esq.
MAROTTA GUND BUDD & DZERA, LLC
The Lincoln Building
60 E. 42 Street, 50th Floor
New York, NY 10165
Tel: (212) 818-1555
By Order dated January 31, 2013, the Court approved the sale of
substantially all of the Debtors' assets to Next Angel, LLC, n/k/a
Angel Americas, LLC. The sale closed on February 8, 2013 and
divested the Debtors' Estates of their prepetition businesses.
WEST COAST: Committee Okayed to Retain Blakeley LLP as Counsel
--------------------------------------------------------------
The Hon. W. Richard Lee of the U.S. Bankruptcy Court for the
Eastern District of California authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of West Coast Growers,
Inc., to retain Blakeley LLP as its counsel.
Party-in-interest Growers, in a limited objection to the
Committee's motion, stated that it does not oppose to the retention
of Blakeley but it does not consent to the use of their proceeds
nor to any surcharge.
Growers are growers who sold their 2014 raisin crop to the Debtors
and have not been paid.
According to Growers, if the Court authorize the employment, it
must limit compensation to no more than 30 days prior to the date
the application was filed consistent with the Local Rules.
Blakeley can be reached at:
Scott E. Blakeley, Esq.
Ronald Clifford, Esq.
BLAKELEY LLP
18500 Von Karman Avenue, Suite 530
Irvine, CA 92612
Tel: (949) 260-0611
Fax: (949) 260-0613
E-mails: SEB@BlakeleyLLP.com
RClifford@BlakeleyLLP.com
About West Coast Growers
West Coast Growers, Inc., a Kerman, California-based processor and
distributor of California raisins, sought Chapter 11 bankruptcy
protection (Bankr. E.D. Cal. Case No. 15-11079) on March 20, 2015,
in Fresno, California. The case is assigned to Judge W. Richard
Lee.
Related entity Salwasser, Inc. (the 100% shareholder of WCG) also
sought bankruptcy protection on March 20, 2015 (Case No.
15-11080). Charlotte Ellen Salwasser filed a Chapter 11 petition
(Case No. 15-10705) on Feb. 26, 2015. Ms. Salwasser an husband
George Salwasser are the principals and 50% shareholders of
Salwasser, Inc. Mr. Salwasser is the president of WCG, and Ms.
Salwasser is the vice president and secretary of WCG.
West Coast Growers disclosed, in its schedules, $12,091,374 in
assets and $59,616,599 in liabilities as of the Chapter 11 filing.
Hagop T. Bedoyan, Esq., Jacob L. Eaton, Esq., at Lisa A. Holder,
Esq., at Klein, Denatale, Goldner, Cooper, Rosenlieb & Kimball,
LLP, serve as West Coast Growers' attorneys. Peter L. Fear, Esq.,
at Fear Law Group, P.C., represents Salwasser as counsel.
The U.S. Trustee for Region 17 appointed two creditors to serve on
the official committee of unsecured creditors.
WEST COAST: Owner Selling Assets to Gillespie for $7.3 Million
--------------------------------------------------------------
Charlotte Ellen Salwasser and her affiliated debtors ask the U.S.
Bankruptcy Court for the Eastern District of California, Fresno
Division, for authority to privately sell 11 parcels of real
property, as well as personal property, free and clear of liens of
Central Valley Community Bank, to Troy Gillespie for an aggregate
purchase price of $7,300,000, with an opportunity to overbid.
The real and personal property subject of the sale consist of:
(a) Real property owned by Charlotte Salwasser and George
James Salwasser, located in the City of Kerman, County of Fresno,
California, including Assessor's Parcel Numbers: 016-310-10;
016-310-31; 016-310-32; 016-320-05; 016-320-04S; 016-020-22S; and
016-020-23, including any community property interest held by
George Salwasser;
(b) The growing crops and the personal property including,
bins and rolling stock, located at and owned by Salwasser Farms;
(c) Real property belonging to Salwasser, Inc., consisting of
about more or less 60 acres of land improved by a raisin packing,
processing and dehydrating facility, located in Biola, County of
Fresno, State of California, and described as Assessor's Parcel
Numbers 016-320-06S, 016-020-21S, 016-310-20, and 016-310-21 and
personal property such as bins and dehydrator equipment.
(d) Personal property owned by West Coast Growers, Inc.
associated with the operation of the Packing House, such as
equipment and bins, as well as the intellectual property rights in
the tradename "West Coast Growers."
The aggregate purchase price of $7,300,000 is to be paid as
follows:
a. Deposit of $100,000 to be paid within five days of
execution and delivery of the Agreement to be held in trust in
connection with the escrow opened between the Sellers and Buyer at
Chicago Title Company, 7330 North Palm Avenue, Suite 101, Fresno,
California 93711; and
b. At the closing, Gillespie will pay to the Sellers the total
amount of cash equal to the Purchase Price, plus all the cultural
and crop costs incurred by the Sellers between Jan. 1, 2015, to the
date of the close of escrow, adjusted by the Initial Deposit and
any other expenses, pro-rations set forth in the Agreement.
Any party wishing to overbid on the real and personal property must
perform and/or provide, among others, the following:
1. Provide certified funds in the amount of $100,000 prior to
or at the time of the hearing on the sale motion.
2. Proof in the form of a letter of credit, or some other
written pre-qualification for any financing that may be required to
complete the purchase of the real and personal property in an
amount sufficient to make payment in full to Sellers, including the
necessary overbid amount and a break-up fee to Gillespie of not
more than $75,000.
3. Proof that any successful over bidder can and will close
the sale within 15 days of delivery of a certified copy of the
Court's order approving the sale.
4. Execute an Asset Purchase Agreement with the Sellers within
five days of the entry of the Order.
5. Any successful overbid will have the $100,000 deposit
applied to the successful overbid price.
6. In the event a successful over bidder fails to execute an
APA within five days of entry of the Order and/or close the sale
within 15 days of delivery of the Order, the over bidder will
forfeit its Deposit as reasonable liquidated damages for failure to
perform.
7. All overbids must be in the minimum amount of $5,000, plus
the Break-Up Fee.
Hagop T. Bedoyan, Esq., at Klein, Denatale, Goldner, Cooper,
Rosenlieb & Kimball, LLP, in Fresno, California, tells the Court
that the sale of the real and personal property is in the best
interest of Debtors' estates because the real and personal property
is fully encumbered and subject to perfected security interests and
multiple deeds of trust held by Central Valley Community Bank, and
the value of the real and personal property would decrease if a
prospective buyer was not able to obtain the use of the Packing
House in time for the 2015 harvest and packing season. Mr. Bedoyan
relates that while the amounts owed to CVCB exceed the purchase
price, CVCB is in favor of the sale of the real and personal
property on the terms provided in the Agreement, and has agreed to
permit a surcharge of its collateral to pay Chapter 11
administrative expenses in the following amounts for the following
cases:
a. Charlotte Salwasser's Case - no surcharge
b. WCG Case - $140,000
c. Salwasser, Inc. Case - $65,000
Mr. Bedoyan tells the Court that while CVCB has agreed to the
surchage, the parties agree that should the approved and paid
Chapter 11 administrative expenses be less than the $140,000 in the
WCG case or the $65,000 in the Salwasser, Inc. case, surplus funds
will be paid over to CVCB in satisfaction of its claims. He adds
that it is in the best interest for the real and personal property
to be sold on or before August 30, 2015, in order for a prospective
buyer to utilize the facility in time for the grape harvest and the
optimum raisin processing times.
The Debtors' motion is scheduled for hearing on Aug. 20, 2015 at
2:30 p.m.
The Debtors' Motion is supported by the declarations of: (a)
Charlotte E. Salwasser, president of Salwasser, Inc.; (b) Terence
J. Long, President and Chief Executive Officer of West Coast
Growers, Inc.; and (c) James E. Salven, a Certified Public
Accountant and the Chief Restructuring Officer for the Chapter 11
estate of Charlotte Salwasser.
The Debtors are represented by:
Hagop T. Bedoyan, Esq.
Jacob L. Eaton, Esq.
Lisa A. Holder, Esq.
KLEIN, DENATALE, GOLDNER,
COOPER, ROSENLIEB & KIMBALL, LLP
5260 N. Palm Avenue, Suite 201
Fresno, CA 93704
Telephone: (559)438-4374
Facsimile: (559)432-1847
E-mail: hbedoyan@kleinlaw.com
jeaton@kleinlaw.com
lholder@kleinlaw.com
About West Coast Growers
West Coast Growers, Inc., a Kerman, California-based processor
and
distributor of California raisins, sought Chapter 11
bankruptcy
protection (Bankr. E.D. Cal. Case No. 15-11079) on
March 20, 2015,
in Fresno, California. The case is assigned to
Judge W. Richard
Lee.
Related entity Salwasser, Inc. (the 100% shareholder of WCG) also
sought bankruptcy protection on March 20, 2015 (Case No. 15-11080).
Charlotte Ellen Salwasser filed a Chapter 11 petition (Case No.
15-10705) on Feb. 26, 2015. Ms. Salwasser an husband
George
Salwasser are the principals and 50% shareholders of
Salwasser,
Inc. Mr. Salwasser is the president of WCG, and Ms. Salwasser is
the vice president and secretary of WCG.
Hagop T. Bedoyan, Esq., Jacob L. Eaton, Esq., at Lisa A. Holder,
Esq., at Klein, Denatale, Goldner, Cooper, Rosenlieb & Kimball,
LLP, serve as West Coast Growers' attorneys. Peter L. Fear, Esq.,
at Fear Law Group, P.C., represents Salwasser as counsel.
The U.S. Trustee for Region 17 appointed two creditors to serve on
the official committee of unsecured creditors.
WESTMORELAND COAL: Incurs $37.8 Million Net Loss in 2nd Quarter
---------------------------------------------------------------
Westmoreland Coal Company filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $37.8 million on $349 million of revenues for the three months
ended June 30, 2015, compared to a net loss of $63.1 million on
$288 million of revenues for the same period during the prior
year.
For the six months ended June 30, 2015, the Company reported a net
loss of $51.7 million on $720 million of revenues compared to a net
loss of $82.2 million on $468 million of revenues for the same
period in 2014.
As of June 30, 2015, the Company had $1.7 billion in total assets,
$2.2 billion in total liabilities and a $423 million total
deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/jobM9L
About Westmoreland Coal
Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States. The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas. Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.
Westmoreland Coal Company reported a net loss applicable to common
shareholders of $173 million in 2014, a net loss applicable to
common shareholders of $6.05 million in 2013 and a net loss
applicable to common shareholders of $8.58 million in 2012.
* * *
As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating
Services raised its corporate credit rating on Westmoreland Coal
Co. one-notch to 'B' from 'B-'. "The stable outlook is supported
by Westmoreland's committed sales position over the next year,
which should result in stable cash flows," said Standard & Poor's
credit analyst Chiza Vitta.
Moody's upgraded the corporate family rating (CFR) of Westmoreland
Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to
the company's proposed new $300 million First Lien Term Loan, the
TCR reported on Nov. 20, 2014. The upgrade of the CFR reflects the
company's successful integration of the Canadian mines acquired in
April 2014, and Moody's expectation that the company's Debt/ EBITDA
will track at around 5x in 2015 and 2016 and that the
company will be break-even to modestly free cash flow positive
over the same time period.
WESTMORELAND COAL: Wartell Reports 5.8% Stake as of July 21
-----------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Michael J. Wartell and his affiliates disclosed that as
of July 21, 2015, they beneficially owned 1,036,369 shares of
common stock of Westmoreland Coal Company, which represents 5.8
percent of the shares outstanding. A copy of the regulatory filing
is available for free at http://is.gd/IFzXQt
About Westmoreland Coal
Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States. The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas. Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.
Westmoreland Coal Company reported a net loss applicable to common
shareholders of $173 million in 2014, a net loss applicable to
common shareholders of $6.05 million in 2013 and a net loss
applicable to common shareholders of $8.58 million in 2012.
* * *
As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating
Services raised its corporate credit rating on Westmoreland Coal
Co. one-notch to 'B' from 'B-'. "The stable outlook is supported
by Westmoreland's committed sales position over the next year,
which should result in stable cash flows," said Standard & Poor's
credit analyst Chiza Vitta.
Moody's upgraded the corporate family rating (CFR) of Westmoreland
Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to
the company's proposed new $300 million First Lien Term Loan, the
TCR reported on Nov. 20, 2014. The upgrade of the CFR reflects the
company's successful integration of the Canadian mines acquired in
April 2014, and Moody's expectation that the company's Debt/ EBITDA
will track at around 5x in 2015 and 2016 and that the
company will be break-even to modestly free cash flow positive
over the same time period.
WHITTEN FOUNDATION: US Trustee to Schedule Another 341 Meeting
--------------------------------------------------------------
The U.S. trustee overseeing Whitten Foundation's Chapter 11 case
adjourned the meeting of creditors to another date, which is yet to
be determined by the agency.
Following the U.S. trustee's opportunity to review Whitten
Foundation's schedules of assets and liabilities, the meeting was
adjourned without further appearance by Whitten Foundation's
representative, according to a filing with the U.S. Bankruptcy
Court for the Western District of Louisiana.
About Whitten Foundation
Whitten Foundation owns and operates two apartment complexes
located in the State of Louisiana. Whitten Foundation sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No.
15-20237) in Lake Charles, Louisiana, on March 31, 2015. The
Debtor estimated $10 million to $50 million in assets and debt.
Judge Robert Summerhays presides over the case. The Debtor has
tapped Gerald J. Casey, Esq., in Lake Charles, Louisiana, as its
counsel.
WHITTEN FOUNDATION: US Trustee Unable to Form Creditors' Committee
------------------------------------------------------------------
The U.S. trustee overseeing Whitten Foundation's Chapter 11 case
said it wasn't able to form a committee of unsecured creditors due
to insufficient number of creditors willing to serve on the
committee.
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Whitten Foundation
Whitten Foundation owns and operates two apartment complexes
located in the State of Louisiana. Whitten Foundation sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No.
15-20237) in Lake Charles, Louisiana, on March 31, 2015. The
Debtor estimated $10 million to $50 million in assets and debt.
Judge Robert Summerhays presides over the case. The Debtor has
tapped Gerald J. Casey, Esq., in Lake Charles, Louisiana, as its
counsel.
YELLOWSTONE MOUNTAIN: 9th Circuit Sanctions Blixseth Lawyer
-----------------------------------------------------------
The Associated Press reported that an appellate court ordered
sanctions on Aug. 4 for Yellowstone Club co-founder Tim Blixseth
and one of his attorneys for filing a frivolous appeal after a
failed effort to have a Montana bankruptcy judge removed from his
case.
According to the report, a three-judge panel of the Ninth U.S.
Circuit Court of Appeals ruled that Mr. Blixseth and attorney
Michael Flynn of Rancho Santa Fe, California, must pay attorney
fees and costs incurred by Yellowstone Club creditors who argued
against Mr. Blixseth's appeal.
About Yellowstone Mountain
Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle. The Company was founded in 1999.
Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008. The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).
Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone. The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO. The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel. Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.
In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.
Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.
[*] Carl Marks Expands Investment Banking & Consulting Team
-----------------------------------------------------------
Carl Marks Advisors, a consulting and investment banking advisory
firm to middle market companies, on Aug. 4 disclosed that is has
added five professionals to its growing investment banking and
consulting business, with immediate effect. These include:
-- Benjiman Godbout – Vice President, Consulting
-- David Bernstein – Associate, Consulting
-- David Nimmo – Associate, Consulting
-- Parker Condie – Analyst, Investment Banking
-- Anthony Dombkowski – Analyst, Investment Banking
"We are excited about the dedicated and talented team we have in
place and are pleased to welcome these exceptional professionals to
the Carl Marks' family," said Mark Claster, Partner at Carl Marks
Advisors. "This is an exciting time for Carl Marks Advisors as we
continue to strengthen our position in the market place by
providing best in class service to all of our clients."
Benjiman Godbout, who joins the firm's consulting team in the role
as vice president, brings 10 years of financial services
experience, including deep expertise in financial restructuring and
investment banking. Most recently, Mr. Godbout served as a vice
president at Yenni Capital within the private equity investment
team, performing analysis on the lower middle-market including deal
sourcing, acquisition due diligence, structuring, and strategic
planning in the manufacturing and business service industries.
Before that, from 2011 to 2015, Mr. Godbout was a senior associate
at Deloitte Transactions and Business Analytics, advising on
bankruptcy and restructuring, business valuation, and operational
improvements and focusing on the construction, real estate,
manufacturing, and transportation industries. Mr. Godbout holds a
B.A. from the University of Western Ontario and an MBA from the
Johnson Graduate School of Management at Cornell University.
David Bernstein joins Carl Marks Advisors as an associate on the
firm's consulting team. Prior to joining Carl Marks Advisors, from
2012 to 2015, he worked at AMERRA Capital Management, LLC as an
analyst where he developed dynamic cash flow models and performed
ad hoc financial forecasting and analysis for senior leadership.
Mr. Bernstein earned both his B.S. and M.S. at Syracuse University,
Martin J. Whitman School of Management and is a certified public
account.
David Nimmo also joins Carl Marks Advisors as an associate on the
firm's consulting team. Most recently he worked at Grant Thornton,
where he held a client manager role in the financial advisory
division and worked on a variety of corporate finance and
restructuring engagements. Mr. Nimmo received his bachelor of
commerce (finance) and bachelor of business management at
University of Queensland.
Parker Condie joins Carl Marks Advisors as an analyst on the firm's
investment banking team. Previously he worked at HSBC Bank USA as
a corporate banking analyst. In this role he was responsible for
managing the underwriting process for new and existing lending
relationships between HSBC and a variety of companies in the middle
market space. Mr. Condie earned his B.A. at Boston College.
Anthony Dombkowski joins Carl Marks Advisors as an analyst on the
firm's investment banking team. He previously was an intern at
Delancey Street Partners. Mr. Dombkowski earned both his B.S. and
M.S.F. at Villanova University.
About Carl Marks Advisors
Carl Marks Advisory Group LLC -- http://www.carlmarksadvisors.com
-- is a New York-based consulting and investment banking advisory
firm serving middle-market companies. It provides an array of
investment banking and operational services, including mergers and
acquisitions advice, sourcing of capital, financial restructuring
plans, strategic business assessments, improvement plans and
interim management.
The award-winning firm received the 2015 ACG New York Champion's
Award for Deal of the Year in Manufacturing; was included in the
Global M&A Network 2014 annual listing of the Top 100 Restructuring
and Turnaround Professionals and Turnarounds & Workouts 2014
Outstanding Investment Banking Firms; received the 2013 & 2014
Turnaround Atlas Awards' Middle Market Restructuring Investment
Banker of the Year; 2013 M&A Advisor's Sector Financing Deal of the
Year (Real Estate); the 2013 Turnaround Atlas Awards' Healthcare
Services Turnaround of the Year and Mid Markets Restructuring
Investment Bank of the Year.
Securities are offered through Carl Marks Securities LLC, member
FINRA and SIPC.
[*] Emissions Rules Could Push More Coal Producers to Ch. 11
------------------------------------------------------------
Lisa Allen, writing for The Deal, reported that unless out-of-court
restructurings for Arch Coal Inc. and possibly Peabody Energy Corp.
gain traction, they could be the next two coal producers to file
for bankruptcy protection as final regulatory rules requiring the
reduction of carbon emissions by 32% from 2005 levels could finish
the demolition job started by depressed prices and sluggish
demand.
According to the report, on Aug. 3, the federal Environmental
Protection Agency unveiled the final version of the Clean Power
Plan and, perhaps not coincidentally, the largest U.S. coal
producer, Alpha Natural Resources Inc., filed for Chapter 11 in the
U.S. Bankruptcy Court for the Eastern District of Virginia in
Richmond, leaving industry watchers wondering if that was the last
domino to fall, or if there will be more filings to come.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Stephen Bruce Moultrie
Bankr. N.D. Ala. Case No. 15-41098
Chapter 11 Petition filed July 17, 2015
In re Kourosh Emami
Bankr. C.D. Cal. Case No. 15-13584
Chapter 11 Petition filed July 17, 2015
In re Ignacio Sport Bar and Grill, Inc.
Bankr. C.D. Cal. Case No. 15-21285
Chapter 11 Petition filed July 17, 2015
See http://bankrupt.com/misc/cacb15-21285.pdf
represented by: Joel F Tamraz, Esq.
LAW OFFICES OF JOEL F TAMRAZ
In re Joseph L. Wilczak and Judith A. Wilczak
Bankr. N.D. Cal. Case No. 15-52365
Chapter 11 Petition filed July 17, 2015
In re Priscilla B. Taylor
Bankr. D. Conn. Case No. 15-31208
Chapter 11 Petition filed July 17, 2015
In re Lakeview Properties II, LLC
Bankr. D. Conn. Case No. 15-50983
Chapter 11 Petition filed July 17, 2015
See http://bankrupt.com/misc/ctb15-50983.pdf
represented by: Matthew K. Beatman, Esq.
ZEISLER AND ZEISLER
E-mail: MBeatman@zeislaw.com
In re Bonita N Donovan
Bankr. M.D. Fla. Case No. 15-03215
Chapter 11 Petition filed July 17, 2015
In re Willy Batuner
Bankr. N.D. Ill. Case No. 15-24475
Chapter 11 Petition filed July 17, 2015
In re James W. Wooten
Bankr. S.D. Miss. Case No. 15-51139
Chapter 11 Petition filed July 17, 2015
In re Priority Industries LLC
Bankr. D. Nev. Case No. 15-50992
Chapter 11 Petition filed July 17, 2015
See http://bankrupt.com/misc/nvb15-50992.pdf
represented by: Kevin A. Darby, Esq.
DARBY LAW PRACTICE, LTD.
E-mail: kevin@darbylawpractice.com
In re Greenu Commodities LLC
Bankr. D. Nev. Case No. 15-50993
Chapter 11 Petition filed July 17, 2015
See http://bankrupt.com/misc/nvb15-50993.pdf
represented by: Kevin A. Darby, Esq.
DARBY LAW PRACTICE, LTD.
E-mail: kevin@darbylawpractice.com
In re Dexter C. Bartholomew and Djenane Bartholomew
Bankr. D.N.J. Case No. 15-23509
Chapter 11 Petition filed July 17, 2015
In re Humphries Properties LLC
Bankr. E.D.N.C. Case No. 15-03909
Chapter 11 Petition filed July 17, 2015
See http://bankrupt.com/misc/nceb15-03909.pdf
represented by: Humphries Properties LLC, Esq.
HATCH, LITTLE & BUNN, LLP
E-mail: dqwickham@hatchlittlebunn.com
In re Gregg C. Dodson
Bankr. E.D.N.C. Case No. 15-03910
Chapter 11 Petition filed July 17, 2015
In re Janice S. Lowe
Bankr. E.D.N.C. Case No. 15-03926
Chapter 11 Petition filed July 17, 2015
In re Maria Luz Mercado
Bankr. D.P.R. Case No. 15-05476
Chapter 11 Petition filed July 17, 2015
In re Ivan F Gonzalez Cancel
Bankr. D.P.R. Case No. 15-05511
Chapter 11 Petition filed July 17, 2015
In re Ethnic Delicacies, Inc.
Bankr. S.D. Tex. Case No. 15-33826
Chapter 11 Petition filed July 17, 2015
See http://bankrupt.com/misc/txsb15-33826.pdf
represented by: Samuel L Milledge, Esq.
MILLEDGE LAW FIRM, PLLC
E-mail: milledge@milledgelawfirm.com
In re T. Steven Glezos
Bankr. D. Utah Case No. 15-26695
Chapter 11 Petition filed July 17, 2015
In re Richard Samuel Lopez
Bankr. C.D. Cal. Case No. 15-17262
Chapter 11 Petition filed July 21, 2015
In re Private Equity Resources Group LLC
Bankr. C.D. Cal. Case No. 15-21464
Chapter 11 Petition filed July 21, 2015
filed Pro Se
In re Macon Fuel, LLC
Bankr. N.D. Ga. Case No. 15-63618
Chapter 11 Petition filed July 21, 2015
represented by: Joseph H. Turner, Jr., Esq.
JOSEPH H. TURNER JR. PC
In re Red River Healthcare, LLC
Bankr. E.D. Ky. Case No. 15-51438
Chapter 11 Petition filed July 21, 2015
See http://bankrupt.com/misc/kyeb15-51438.pdf
represented by: Jamie L. Harris, Esq.
DELCOTTO LAW GROUP PLLC
E-mail: jharris@dlgfirm.com
In re Aaron K. Jonan Memorial Clinic, Inc.
Bankr. E.D. Ky. Case No. 15-51439
Chapter 11 Petition filed July 21, 2015
See http://bankrupt.com/misc/kyeb15-51439.pdf
represented by: Jamie L. Harris, Esq.
DELCOTTO LAW GROUP PLLC
E-mail: jharris@dlgfirm.com
In re Asthma and Allergy Center, LLC
Bankr. E.D. Ky. Case No. 15-70469
Chapter 11 Petition filed July 21, 2015
See http://bankrupt.com/misc/kyeb15-70469.pdf
represented by: Jamie L. Harris, Esq.
DELCOTTO LAW GROUP PLLC
E-mail: jharris@dlgfirm.com
In re Pediatric Associates of Pikeville, LLC
Bankr. E.D. Ky. Case No. 15-70470
Chapter 11 Petition filed July 21, 2015
See http://bankrupt.com/misc/kyeb15-70470.pdf
represented by: Jamie L. Harris, Esq.
DELCOTTO LAW GROUP PLLC
E-mail: jharris@dlgfirm.com
In re DB's Entertainment Company, Inc.
Bankr. E.D. Mich. Case No. 15-31761
Chapter 11 Petition filed July 21, 2015
See http://bankrupt.com/misc/mieb15-31761.pdf
represented by: Peter T. Mooney, Esq.
SIMEN, FIGURA & PARKER
E-mail: pmooney@sfplaw.com
In re Owen Point Properties Company, LLC
Bankr.E.D. Mich Case No. 15-31762
Chapter 11 Petition filed July 21, 2015
See http://bankrupt.com/misc/mieb15-31762.pdf
represented by: Peter T. Mooney, Esq.
SIMEN, FIGURA & PARKER
E-mail: pmooney@sfplaw.com
In re Covenant to Care, Inc.
Bankr. E.D. Mich. Case No. 15-50936
Chapter 11 Petition filed July 21, 2015
See http://bankrupt.com/misc/mieb15-50936.pdf
represented by: Yuliy Osipov, Esq.
OSIPOV BIGELMAN, P.C.
E-mail: yotc_ecf@yahoo.com
In re Escobar Santiago
Bankr. D. Nev. Case No. 15-14197
Chapter 11 Petition filed July 21, 2015
In re Rebecca R Casey
Bankr. D.N.J. Case No. 15-23614
Chapter 11 Petition filed July 21, 2015
In re Thriftway Rossville Card Corp.
Bankr. E.D.N.Y. Case No. 15-43281
Chapter 11 Petition filed July 21, 2015
See http://bankrupt.com/misc/nyeb15-43281.pdf
represented by: David J Doyaga, Sr, Esq.
DOYAGA & SCHAEFER
Email: david.doyaga@verizon.net
In re JATE IV TRUST
Bankr. D.S.C. Case No. 15-03834
Chapter 11 Petition filed July 21, 2015
filed Pro Se
In re Monty Keith Merritt
Bankr. N.D. Tex. Case No. 15-50170
Chapter 11 Petition filed July 21, 2015
In re Robert Peter Visser
Bankr. E.D. Va. Case No. 15-12515
Chapter 11 Petition filed July 21, 2015
In re Randall L Harper
Bankr. E.D. Wash. Case No. 15-02500
Chapter 11 Petition filed July 21, 2015
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2015. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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
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are $25 each. For subscription information, contact Peter A.
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*** End of Transmission ***