/raid1/www/Hosts/bankrupt/TCR_Public/150921.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, September 21, 2015, Vol. 19, No. 264
Headlines
33 PECK SLIP: Robins Kaplan Engaged by 4 Gemini Hotels
AEREO INC: Liquidating Trustee Submits First Report
AEREO, INC: Court Approves $125,000 Sale of Source Code
AFFIRMATIVE INSURANCE: Chief Financial Officer Resigns
AFFIRMATIVE INSURANCE: Placed Under Court-Ordered Rehabilitation
AFREN PLC: Court Dismisses Chapter 15 Case
AGE REFINING: 5th Cir. Rejects Appeal on Chapter 11 Plan
ALLIANCE ONE: To Swap Employee Options for Restricted Units
ALLIED NEVADA: Files Projections, Analysis for Amended Plan
AMERICAN AGENCIES: Files Schedules of Assets and Liabilities
AMERICAN AGENCIES: Proposes Doris Barroso Vicens as Accountant
AMERICAN AGENCIES: Seeks Substantive Consolidation of Cases
AMERICAN AGENCIES: Wants to Hire C. Conde & Associates as Counsel
ANNA'S LINENS: Claims Bar Date Slated for October 1
ANNA'S LINENS: Court Approves $170K Employee Retention Plan
ANNA'S LINENS: Wesley Avery to Serve as Consumer Privacy Ombudsman
AS SEEN ON TV: Marcum LLP Replaces EisnerAmper as Accountant
ASR CONSTRUCTORS: Disclosure Statement Hearing Moved to Oct. 20
ASSOCIATED WHOLESALERS: Has Until Oct. 26 to File Plan
ATLANTIC & PACIFIC: Paid $9.4-Mil. to Insiders Before Bankruptcy
ATLANTIC & PACIFIC: Pope Visit Delays Auction
BD WHITE: S&P Lowers Rating to 'B'; Outlook Negative
BERRY PLASTICS: Plans to Offer $400 Million Senior Notes Due 2022
BG MEDICINE: To Begin Trading on the OTCQB
BION ENVIRONMENTAL: Files Patent on Process to Recover Fertilizer
BREF HR: Posts $29.3 Million Net Loss for Second Quarter
BREITBURN ENERGY: S&P Lowers CCR to 'B', Outlook Negative
BUILDERS FIRSTSOURCE: Names Jami Coulter as CAO
BUNKERS INTERNATIONAL: Court Permits Interim Cash Collateral Use
CABLEVISION SYSTEMS: Moody's Puts Ratings Under Review
CANNERY CASINO: Moody's Cuts Corporate Family Rating to Caa1
CATASYS INC: Closes $463,000 Purchase Agreement with Crede
CENTURY ARMS: Rehabilitation Plan for Century Townhomes Units OK'd
CHAPARRAL ENERGY: Moody's Cuts Corporate Family Rating to B3
CITY OF FERGUSON: Moody's Cuts General Obligation Rating to Ba1
CLUB AT SHENANDOAH: Sued by Multibank Over Safren Stocks Liens
COATES INTERNATIONAL: Issues $52,500 Convertible Note to Investor
COLT HOLDING: Lucy Thomson Named Consumer Privacy Ombudsman
COLT HOLDING: Oct. 7 Hearing Set for Incentive Plan Motion
CONSOLIDATED CONTAINER: Extended Debt Maturity No Impact on Moody's
CROSSFOOT ENERGY: Court OKs Sale of Vehicles to Satisfy Frost Lien
CUBIC ENERGY: BDO USA Quits as Accountants
CURTIS JAMES JACKSON: Told to Protect Investment Accounts
DALLAS PROTON: Case Summary & 20 Largest Unsecured Creditors
DOMARK INTERNATIONAL: Reports $3 Million Net Loss for Fiscal 2015
DOVER DOWNS: Extends Maturity of 2011 Credit Agreement to 2016
ELBIT IMAGING: EPI Gets Commitment to Buy Scheme in India
ENDEAVOUR INT'L: Likely to be Converted to Ch. 7, Judge Says
ENERGY FUTURE: Authorized to Enter into Plan Support Agreement
ENERGY FUTURE: Unit Challenges Bid for Make-Whole Payments
EVERGREEN INT'L: World Fuel Seeks to Pursue Hangar Dispute
FANNIE MAE: Charlynn Goins Resigns from Board
FIRST DATA: Appoints Himanshu Patel Chief Financial Officer
FIVE S PLUS: Disclosure Statement Hearing on Sept. 30
FLINTKOTE COMPANY: Plan Filing Exclusivity Extended to Oct. 31
FREESEAS INC: Receives NASDAQ Notice of Bid Price Deficiency
GARLOCK SEALING: Asbestos Panel Wants Plan Talks Out of Discovery
GARLOCK SEALING: Plaintiffs Seek to Quash Manville Trust Subpoena
GELTECH SOLUTIONS: Issues $200,000 Convertible Note to Mr. Reger
GENERAL MOTORS: Hilliard Responds to Barra's Bankruptcy Comments
GEOMET INC: Central Securities Reports 6.1% Stake
GEORGETOWN MOBILE: Slated to Present Plan for Approval Oct. 8
GLOBAL MARITIME: Seeks to Reject Contract with Jiada Shipping
GLOBAL MARITIME: Wants to Reject Contract for MV Cape Century
GLYECO INC: Signs New Consulting Agreement with President & CEO
GOLDEN COUNTRY: Debtor Wants Until Nov. 13 to File Plan
GOLDEN LAND: Court Enters Final Decree Closing Case
GOLDEN LAND: Sale-Based Chapter 11 Plan Confirmed
GREENSHIFT CORP: Incurs $2 Million Net Loss in Second Quarter
HAGGEN FOOD: Wants to Sell Prescription Records for $9 Million
HALCON RESOURCES: Issues $1.02 Billion New Notes Due 2022
HOVENSA LLC: Acting U.S. Trustee Opposes DIP Financing Request
HOVENSA LLC: Gets Interim Approval for $40 Million Loan
HOVENSA LLC: Proposes Prime Clerk as Claims and Noticing Agent
HOVENSA LLC: Seeks 30-Day Extension to File Schedules
HOVENSA LLC: Seeks Approval of Bidding Procedures
HOVENSA LLC: Seeks OK to Pay $3.5-Mil. to Suppliers & Vendors
HUNTER MILL WEST: Files Schedules and Statements
ICP STRATEGIC: DLA Piper Wins Dismissal of Liquidators' Suit
IMRIS INC: Claims Bar Date Set for October 30
INTEGRO PARENT: Moody's Assigns B3 Corporate Family Rating
IRONSTONE GROUP: Chairman Assigns 250,000 Shares to M. Huyghue
ITUS CORP: Amends $12 Million Prospectus with SEC
JOE'S JEANS: Closes Sale of Joe's Brand Assets
KITTUSAMY LLP: Files Schedules of Assets and Liabilities
KU6 MEDIA: Reports Financial Results For the Second Quarter
LEGUMEX WALKER: Sells Special Crops Unit; Reveals Liquidation Plan
LEHMAN BROTHERS: Liable to Intel on Failed Deal, Judge Says
LONESTAR GEOPHYSICAL: Creditors Have Until Oct. 23 to File Claim
LSF9 CYPRESS: Moody's Assigns B3 Corporate Family Rating
LSF9 CYPRESS: S&P Assigns 'B' CCR & Rates $245MM Loan 'B+'
LYONDELL CHEMICAL: Bankr. Judge Won't Certify Defendant Class
MAMMOTH RESOURCE: Dismissal of Roger Cory Claims Affirmed
MAUI LAND: Closes Sale of 25-Acre Property to TY Management
MAXIMUM LIFE: Voluntary Chapter 11 Case Summary
METALICO INC: TPG Specialty, et al., No Longer Hold Shares
MOTORS LIQUIDATION: Trust Distributions Stay Hearing on Sept. 22
NAKED BRAND: Incurs $3.1 Million Net Loss in Second Quarter
NET DATA: Facing Eviction Request by Garland Bldg. Landlord
NET DATA: To Hold Auction for East Coast Assets on Sept. 24
NET ELEMENT: Has Agreement to Sell 11.3 Million Common Shares
NET ELEMENT: Kenges Rakishev Reports 25.6% Stake as of Sept. 11
NIVALIS THERAPEUTICS: Recurring Losses Raises Substantial Doubt
NOVETTA SOLUTIONS: Moody's Assigns B3 Corporate Family Rating
NOVETTA SOLUTIONS: S&P Assigns 'B' CCR, Outlook Stable
ONDOVA LIMITED: Sherman Not Entitled to Attorney's Fees
OPTIM ENERGY: Hearing to Approve Liquidation Plan Set for Oct. 14
OXYSURE SYSTEMS: Stockholders Approve Reverse Common Stock Split
PATRIOT COAL: Agrees to Continue Coal Act Obligations
PATRIOT COAL: Settles Disputes with Peabody
PETERSBURG REGENCY: Court to Take Up Plan Outline This Week
PETERSBURG REGENCY: Fights Bid to Dismiss Ch. 11 Case
PLEASE TOUCH MUSEUM: Hires Isdaner & Company as Tax Advisor
PLEASE TOUCH MUSEUM: Proposes EisnerAmper as Financial Advisor
PORTER BANCORP: SBAV LP, et al., Cease as 5% Shareholder
PRIME TIME: Landlord Objects to Bid to Modify Sale Order
QUIKSILVER INC: Court Orders Joint Administration of Cases
QUIKSILVER INC: Moody's Cuts Probability of Default Rating to Ca
QUIKSILVER INC: Proposes Contracts/Leases Rejection Procedures
QUIKSILVER INC: Seeks to Reject 35 Employee Contracts
RADIOSHACK CORP: Files Exhibits to Plan Disclosures
RADIOSHACK CORP: Numerous Creditors Object to Plan
RAILYARD COMPANY: In Default of Almost $10M Loan Prior to Ch 11
REICHHOLD HOLDINGS: Files Ch. 11 Liquidation Plan
RELATIVITY MEDIA: Catfish Producers Block Assumption of Contracts
RELATIVITY MEDIA: Court Nods to Undisclosed Payments for Producers
RETROPHIN INC: Amends Sublicense Agreement with Ligand
RITE AID: Reports Net Income of $21.5 Million for Second Quarter
SAMSON INVESTMENT: Moody's Cuts Probability of Default Rating to D
SAMSON RESOURCES: Cerberus et al. to Provide $450MM New Capital
SAMSON RESOURCES: Chapter 11 Filing to Facilitate Restructuring
SAMSON RESOURCES: Court Approves Garden City as Claims Agent
SAMSON RESOURCES: Court Orders Joint Administration of Cases
SAMSON RESOURCES: Court Orders Joint Administration of Cases
SAMSON RESOURCES: Has Approval to Use Lenders' Cash Collateral
SAMSON RESOURCES: Hires Garden City as Claims & Noticing Agent
SAMSON RESOURCES: Noteholders Seek Denial of First Day Pleadings
SAMSON RESOURCES: Proposes October 30 as Claims Bar Date
SAMSON RESOURCES: Proposes Procedures to Preserve NOLs
SAMSON RESOURCES: Seeks Oct. 15, 2015 Disclosure Statement Hearing
SAMSON RESOURCES: To Pay Mineral Payees & Interest Holders $69M
SEANERGY MARITIME: Announces Delivery of a Capesize Vessel
SEMLER SCIENTIFIC: Reports $1.34-Mil. Net Loss in Q2
SIGA TECHNOLOGIES: Posts $6.57-Mil. Net Loss for June 30 Quarter
STELLAR BIOTECHNOLOGIES: Special Meeting Set for Oct. 29
SULLIVAN INTERNATIONAL: Wants Ch. 7 Liquidation After Sale
SUPERIOR OFFSHORE: Gets Favorable Ruling in Bankruptcy Litigation
TRANSGENOMIC INC: USPTO to Issue Reexamination Certificate
TS EMPLOYMENT: Can File Schedules & Statements Until October 2
TS EMPLOYMENT: Chapter 11 Trustee Can Hire CC&A as Attorney
US STEEL: Seeks Court Order to Facilitate Operations Under CCAA
USA DISCOUNTERS: Bankruptcy Case to Remain in Delaware
VIGGLE INC: MGT Capital Reports 5.1% Equity Stake
VOYA FINANCIAL: Fitch Affirms 'BB+' Jr. Subordinated Debt Rating
VRINGO INC: Expects to Incur Further Losses in Operations
WAFERGEN BIO-SYSTEMS: Tamim Shansab Reports 11.2% Stake
WAYNE COUNTY, MI: IRS to Audit $200 Million Debt for Jail Fiasco
WESCO AIRCRAFT: Moody's Cuts Corporate Family Rating to B1
WESTMORELAND COAL: Presented at Imperial Capital Conference
WPCS INTERNATIONAL: Incurs $4.2 Million Net Loss in First Quarter
WPCS INTERNATIONAL: Issues 117,099 Common Shares
WPCS INTERNATIONAL: Needs More Time to File Form 10-Q
XERIUM TECHNOLOGIES: Moody's Assigns B2 Rating to New Term Loan
XERIUM TECHNOLOGIES: S&P Affirms 'B' CCR; Outlook Stable
[*] Thompson Hine Lawyers Included in New York Super Lawyers List
[^] BOND PRICING: For Week from Sept. 14 to 18, 2015
*********
33 PECK SLIP: Robins Kaplan Engaged by 4 Gemini Hotels
------------------------------------------------------
Robins Kaplan LLP on Sept. 17 disclosed that it has been engaged as
Chapter 11 restructuring counsel for four high-value hotel
properties in Manhattan that are affiliated with Gemini Real Estate
Advisors.
The Chapter 11 cases were filed on Sept. 4 as a result of
litigation among the three Gemini principals. Documents were filed
on Sept. 8 seeking the sale of the prime properties through a
court-supervised auction as part of a Chapter 11 plan, while
litigation among its principals plays out. The properties include
the Jade Hotel in Greenwich Village, the Best Western Seaport Inn
at 33 Peck Slip, the Wyndham Garden Hotel at 37 West 24th St., and
a development site at 36 West 38th St.
The stalking horse initial offers for the properties total $200
million, subject to potential higher bids at auction. Proceeds are
slated to repay creditors, who are owed about $135 million. A
hearing is scheduled for Oct. 7, when a judge will consider a sale
timeline and proposed bidding procedures. If approved, competing
bids will be due Nov. 5, with an auction to take place on Nov. 10.
"Our goal in this process is to protect creditors and investors by
attempting to achieve a transparent process by which we can repay
all creditors in full and maximize returns to investors," said
Howard Weg, co- lead counsel to the debtors and chair of the
Restructuring & Business Bankruptcy practice at Robins Kaplan. "The
auction process is the most prudent approach."
Robins Kaplan partner Scott Gautier serves as co-lead counsel to
the debtors. Additional Robins Kaplan attorneys involved in the
proceedings include bankruptcy and restructuring partner David
Shemano; associate Lorie Ball; litigation partners David Martinez
and Craig Weiner; and real estate partner Mark LaConte.
Robins Kaplan's restructuring group is a national leader in
representing debtors and creditors' committees, as well as other
constituents, including investors, lenders and indenture trustees,
in corporate restructuring and business bankruptcy cases. The firm
currently represents the official committee of student creditors in
the Chapter 11 bankruptcy of Corinthian Colleges, Inc., one of the
nation's largest for-profit education companies. In July, the firm
was named counsel to the Official Committee of Unsecured Creditors
in the bankruptcy case commenced by Local Corp. in the Central
District of California.
About Robins Kaplan LLP
Robins Kaplan LLP is among the nation's premier trial law firms,
with more than 220 lawyers located in Atlanta; Bismarck, N.D.;
Boston; Los Angeles; Minneapolis; Mountain View, Calif.; New York;
Naples, Fla.; and Sioux Falls, S.D. The firm litigates, mediates,
and arbitrates high-stakes, complex disputes, repeatedly earning
national recognition. Firm clients include -- as both plaintiffs
and defendants -- numerous Fortune 500 corporations,
emerging-markets companies, entrepreneurs, and individuals.
About 33 Peck
Owners of four New York City hotel properties, namely 33 Peck Slip
Acquisition LLC, Gemini 37 West 24th Street MT, LLC, 36 West 38th
Street LLC and 52 West 13th P, LLC, have sought Chapter 11
bankruptcy protection, intending to auction off their assets in
connection with a Chapter 11 plan. The Debtors are affiliated with
Gemini Real Estate Advisors.
The Debtors own:
* the Best Western Seaport Hotel, at 33 Peck Slip in the South
Street Seaport Historic District on the Lower Manhattan waterfront
in New York City, New York;
* the Wyndham Flatiron Hotel, at 37 West 24th Street in the
Flatiron district of New York City, New York;
* the Jade Greenwich Village Hotel at 52 West 13th Street in
Greenwich Village in Lower Manhattan in New York City, New York;
and
* the Bryant Park Development Site, a development lot that is
approved for development as a 114-room boutique hotel at 34-36 West
38th Street in the Bryant Park district of New York City, New
York.
33 Peck Slip Acquisition LLC, et al., sought Chapter 11 bankruptcy
petition (Bankr. S.D.N.Y. Case Nos. 15-12479 to 15-12482) on Sept.
3, 2015.
The Debtors tapped Robins Kaplan LLP as attorneys; and
RobertDouglas as real estate advisor.
The Debtors reported total assets of $205.8 million and total
liabilities of $135.6 million.
AEREO INC: Liquidating Trustee Submits First Report
---------------------------------------------------
Argus Management Corporation's Lawton W. Bloom, the liquidating
trustee under Aereo's Amended Chapter 11 Plan, submitted to the
U.S. Bankruptcy Court for the Southern District of New York his
first report, which covers the period June 11, 2015 to July 31,
2015.
As of July 31, 2015, Distributions to holders of First Tier Claims,
which include Administrative Claims, Fee Claims, Priority Tax
Claims, Priority Non-Tax Claims, Remaining Secured Claims and
Convenience Claims, totaled approximately $267,500. The
Liquidation Trust has not yet made Distributions to parties other
than holders of First Tier Claims. Additional Distributions on
First Tier Claims and other Claims will be made as such Claims are
resolved by order of the Bankruptcy Court or are verified by the
Liquidation Trustee.
During the Reporting Period, the Liquidation Trustee has also
worked to validate and reconcile Claims, including by working with
claimants to resolve disputes identified by the Liquidation Trustee
with respect to certain Claims. The Liquidation Trustee expects to
continue this process during the next quarter and to resolve as
many issues as possible in connection with potential Claim
disputes. At this time, the Liquidation Trustee has not yet filed
any Claims Objections.
Settlements
During the period between the Effective Date and July 31, 2015, The
Liquidation Trustee worked with the Liquidation Trust Supervisory
Committee that was appointed to direct the Liquidation Trustee's
actions solely with respect to resolution of certain Estate Causes
of Action relating to the Debtor's satisfaction and release of
certain obligations of three of its former employees (the "Employee
Transaction Claims"). The Liquidation Trust, under the direction
of the Supervisory Committee, reach an agreement in principle on
the terms of a settlement on July 30, 2015. At the direction of
the Supervisory Committee, the Liquidation Trust finalized the
settlement documents and entered into a settlement agreement with
the employees on Aug. 26, 2015. The settlement will result in the
former employees making a payment to the Aereo
Liquidation Trust in the amount of $65,000 in exchange for a full
release of any Claims by all parties against one another.
Asset Recoveries
A. Alliance Sale
Prior to the Effective Date, the Debtor agreed to sell over 8,150 3
TB hard drives and 55 JBODs to Alliance Technology Solutions, Inc.
The Bankruptcy Court entered an order approving the Alliance sale
on Feb. 23, 2015. The terms of the sale required Alliance to wipe
or destroy the hard drives prior to taking title to them.
Alliance certified that the hard drives were either wiped or
destroyed on Aug. 20, 2015, and the Broadcasters were provided with
copies of the certificates on Aug. 21, 2015.
Following the expiration of the three business day waiting period
as provided in the order approving the sale to Alliance, the Debtor
and Alliance consummated the sale and title in the purchased
equipment was transferred to Alliance. The Trust received the
purchase price of approximately $313,900 in connection with this
sale.
B. Sapodilla Sale
During the Reporting Period, the Liquidation Trustee also sought
approval of the sale of the Debtor's source code to Sapodilla
Holdings, Inc. The Bankruptcy Court approved the terms of the sale
in an order entered on July 24, 2015. As a result of the approval,
the Liquidation Trust has received sale proceeds in the amount of
$125,000.
C. Baltimore Assets
The Liquidation Trustee made arrangements to secure various
computer hardware and networking equipment assets from the location
Aereo previously occupied in Baltimore, MD prior to the landlord
taking action to discard these items. On Aug. 27, 2015, the
Liquidation Trust gave notice of selling these assets to Alliance
Technology Solutions, Inc., for $2,900.
D. Iron Mountain Assets
During the Reporting Period, the Liquidation Trustee began
negotiations with prospective purchasers of certain of the Debtor's
assets stored at Iron Mountain ("the "Iron Mountain Assets").
The Iron Mountain Assets include, among other things, over 1,400
hard drives, as well as certain employee laptops and office
networking devices that the Debtor decided to preserve in the event
such material contained information relating to the prepetition
litigation with the Broadcasters. However, as a result of the
Settlement Agreement dated April 20, 2015 by and between the
Broadcasters, the Debtor, and the Committee, the Debtor no longer
has any obligations to preserve its data or equipment on which the
data is located.
During the month of August 2015, the Liquidation Trustee reached
agreement to sell the Iron Mountain Assets to Alliance Technology
Solutions, Inc. The Liquidation Trustee filed a motion on Aug. 26,
2015, requesting authority to proceed with the transaction by way
of notice of presentment. If no objections are received by
September 16, 2015, the Liquidation Trustee will present to the
Bankruptcy Court on Sept. 18, 2015, a proposed order authorizing
the consummation of the sale.
* * *
Pursuant to the terms of the Plan and the Liquidation Trust
Agreement, the Liquidation Trust was vested with cash and certain
other assets of the Debtor. The Liquidation Trust was created for
the primary purpose of liquidating the Debtor's remaining assets in
an expeditious and orderly manner for the benefit of holders of
administrative Claims, fee claims, priority tax claims, and allowed
claims in Class 1, Class 2, Class 3, Class 4 and Class 5.
A copy of the Trustee's First Report is available for free at:
http://bankrupt.com/misc/Aereo_Inc_Trustee_1st_Interim_Report.pdf
About Aereo Inc.
With headquarters in Boston, Massachusetts, Aereo, Inc., is a
technology company that provided subscribers with the ability to
watch live or "time-shifted" local over-the-air broadcast
television on Internet-connected devices, such as personal
computers, tablet devices, and "smartphones." Aero provided to
each subscriber access, via the Internet, to individual remote or
micro-antennas and a cloud-based DVR, which were maintained by the
Debtor in facilities within the local market.
Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
14-13200) in Manhattan, New York, on Nov. 20, 2014. The Chapter 11
filing came five months after the U.S. Supreme Court ruled the
Debtor, with respect to live or contemporaneous transmissions, was
essentially performing as a traditional cable system under the
Copyright Act, and thus was violating broadcasters' copyrights
because it wasn't paying broadcasters any fees.
The Debtor disclosed $22.2 million in assets and $2.78 million in
liabilities as of the Chapter 11 filing.
The Debtor tapped William R. Baldiga, Esq., at Brown Rudnick LLP,
in New York, as counsel. The Debtors has also engaged Argus
Management Corp. to provide the services of Lawton W. Bloom as CRO
and Peter Sullivan and Scott Dicus as assistant restructuring
officers. Prime Clerk LLC is the claims and notice agent.
The official committee of unsecured creditors tapped Stinson
Leonard Street LLP as counsel.
Following an auction in February 2015, the Debtor sold its hard
drives to Alliance Technology Solutions, Inc., its patent portfolio
to RPX Corp., and its trademarks, domain names and customer lists
to TiVo Inc.
On June 11, 2015, William Baldiga, counsel to the Debtor, filed the
notice of entry of an order confirming the Debtor's Chapter 11 Plan
and effective date of the Plan. Lawton W. Bloom of Argus
Management was named liquidating trustee.
AEREO, INC: Court Approves $125,000 Sale of Source Code
-------------------------------------------------------
The liquidating trustee of Aereo, Inc., sought and obtained
approval from Judge Sean H. Lane to sell certain intellectual
property assets, identified as the "Source Code", to Sapodilla
Holdings Incorporated for $125,000.
The Debtor conducted an auction on Feb. 24 and 25, 2015, for the
sale of substantially all of its assets. At the close of the
auction, and after consultation with the Official Committee of
Unsecured Creditors and the moving Broadcasters, the Debtor
announced the bids of TiVo Inc., RPX Corporation and Alliance
Technology Solutions, Inc., as the successful bids with respect to
certain of the Debtor's intellectual property and equipment. The
parties, however, failed to reach an agreement on the sale of the
Source Code.
On May 27, 2015, Lawton W. Bloom, then the Debtor's CRO, executed
an agreement with Sapodilla providing for, among other things, the
sale and assignment of the Source Code.
Based on the fact that the Debtor does not have any other offers
for the Source Code after re-opening the marketing process
following the Auction, Mr. Bloom says the proposed transaction with
Sapodilla is in the best interests of the Debtor's estate.
The Court's order provides that Sapodilla will not have any
responsibility for (a) any liability or other obligation of the
Debtor related to the Source Code (including, without limitation,
the Claims) or (b) any remaining claims against the Debtor or any
of its predecessors or affiliates.
About Aereo Inc.
With headquarters in Boston, Massachusetts, Aereo, Inc., is a
technology company that provided subscribers with the ability to
watch live or "time-shifted" local over-the-air broadcast
television on Internet-connected devices, such as personal
computers, tablet devices, and "smartphones." Aero provided to
each subscriber access, via the Internet, to individual remote or
micro-antennas and a cloud-based DVR, which were maintained by the
Debtor in facilities within the local market.
Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
14-13200) in Manhattan, New York, on Nov. 20, 2014. The Chapter 11
filing came five months after the U.S. Supreme Court ruled the
Debtor, with respect to live or contemporaneous transmissions, was
essentially performing as a traditional cable system under the
Copyright Act, and thus was violating broadcasters' copyrights
because it wasn't paying broadcasters any fees.
The Debtor disclosed $22.2 million in assets and $2.78 million in
liabilities as of the Chapter 11 filing.
The Debtor tapped William R. Baldiga, Esq., at Brown Rudnick LLP,
in New York, as counsel. The Debtors has also engaged Argus
Management Corp. to provide the services of Lawton W. Bloom as CRO
and Peter Sullivan and Scott Dicus as assistant restructuring
officers. Prime Clerk LLC is the claims and notice agent.
The official committee of unsecured creditors tapped Stinson
Leonard Street LLP as counsel.
Following an auction in February 2015, the Debtor sold its hard
drives to Alliance Technology Solutions, Inc., its patent portfolio
to RPX Corp., and its trademarks, domain names and customer lists
to TiVo Inc.
On June 11, 2015, William Baldiga, counsel to the Debtor, filed the
notice of entry of an order confirming the Debtor's Chapter 11 Plan
and effective date of the Plan. Lawton W. Bloom of Argus
Management was named liquidating trustee.
AFFIRMATIVE INSURANCE: Chief Financial Officer Resigns
------------------------------------------------------
Earl R. Fonville tendered his resignation as chief financial
officer of Affirmative Insurance Holdings, Inc., to be effective
Oct. 2, 2015. Mr. Fonville's duties and responsibilities as the
Company's principal financial officer will be assumed by the
Company's chief executive officer, Michael J. McClure.
About Affirmative Insurance
Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets. Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors. Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.
Affirmative Insurance reported a net loss of $32.2 million in 2014,
compared to net income of $30.7 million in 2013.
As of March 31, 2015, the Company had $312 million in total assets,
$448 million in total liabilities and a $136 million total
stockholders' deficit.
KPMG LLP, in Dallas, Texas, issued a "going concern" qualification
in its report on the consolidated financial statements for the year
ended Dec. 31, 2014. The accounting firm noted that the Company's
recent history of recurring losses from operations, its failure to
comply with certain financial covenants in the senior secured and
subordinated credit facilities, its need to meet debt repayment
requirements and its failure to comply with the Illinois Department
of Insurance minimum risk-based capital requirements raise
substantial doubt about its ability to continue as a going
concern.
AFFIRMATIVE INSURANCE: Placed Under Court-Ordered Rehabilitation
----------------------------------------------------------------
The Circuit Court of Cook County, Illinois, Chancery Division, on
Sept. 16, 2015, entered an Agreed Order of Rehabilitation placing
Affirmative Insurance Company, an Illinois domiciled stock
insurance company and wholly-owned subsidiary of Affirmative
Insurance Holdings, Inc., into court-ordered rehabilitation
pursuant to the Illinois Insurance Code and appointing the Acting
Director of Insurance of the State of Illinois as Rehabilitator.
Pursuant to the Agreed Order, title and possession of all property,
contracts and rights of action of AIC is vested in the
Rehabilitator, who is authorized to, among other things, deal with
the property, business and affairs of AIC, administer its
operations and exercise all power and authority granted under
Illinois law. The Agreed Order enjoins AIC and its officers,
directors and other agents from, among other things, transacting
any business of AIC or disposing of any property or assets of AIC
without the express written consent of the Rehabilitator.
A copy of the Agreed Order of Rehabilitation is available at:
http://is.gd/dxs9t4
About Affirmative Insurance
Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets. Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors. Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.
Affirmative Insurance reported a net loss of $32.2 million in 2014,
compared to net income of $30.7 million in 2013.
As of March 31, 2015, the Company had $312 million in total assets,
$448 million in total liabilities and a $136 million total
stockholders' deficit.
KPMG LLP, in Dallas, Texas, issued a "going concern" qualification
in its report on the consolidated financial statements for the year
ended Dec. 31, 2014. The accounting firm noted that the Company's
recent history of recurring losses from operations, its failure to
comply with certain financial covenants in the senior secured and
subordinated credit facilities, its need to meet debt repayment
requirements and its failure to comply with the Illinois Department
of Insurance minimum risk-based capital requirements raise
substantial doubt about its ability to continue as a going
concern.
AFREN PLC: Court Dismisses Chapter 15 Case
------------------------------------------
Petitioner Anne Vallely, as foreign representative of debtor Afren
plc, sought and obtained from Judge Kevin Gross of the U.S.
Bankruptcy Court for the District of Delaware an order dismissing
Afren's Chapter 15 case.
L. John Bird, Esq., at Fox Rothschild LLP, in Wilmington, Delaware,
tells the Court that the Debtor's United Kingdom proceedings in
pursuit of a scheme of arrangement upon which the Afren Chapter 15
case was founded have effectively been replaced by an insolvency
administration in connection with which the Administrators have
been appointed, replacing Afren's management, including the
Petitioner. He further tells the Court that although inquiries
have been made, the Administrators have not provided any direction
concerning the Afren Chapter 15 Case.
Mr. Bird relates that the Debtor's United Kingdom proceedings in
pursuit of a scheme of arrangement upon which the Afren Chapter 15
case was founded have effectively been replaced by an insolvency
administration in connection with which the Administrators have
been appointed, replacing Afren's management, including the
Petitioner. He notes that although inquiries have been made, the
Administrators have not provided any direction concerning the Afren
Chapter 15 Case.
Anne Vallely is represented by:
Jeffrey M. Schlerf, Esq.
L. John Bird, Esq.
FOX ROTHSCHILD LLP
Citizens Bank Center
919 North Market Street, Suite 300
Wilmington, Delaware 19801
Telephone: (302) 654-7444
E-mail: jschlerf@foxrothschild.com
lbird@foxrothschild.com
- and -
Richard Kebrdle, Esq.
Richard A. Graham, Esq.
WHITE & CASE LLP
1155 Avenue of the Americas
New York, New York 10036-2787
Telephone: (212) 819-8200
E-mail: rkebrdle@whitecase.com
rgraham@whitecase.com
About Afren plc
Afren plc, a London-based company specializing in oil and gas
exploration and production, filed a Chapter 15 bankruptcy
petition (Bankr. D. Del. Case No. 15-11452) on July 2, 2015, in
the United States, to seek recognition of its restructuring
proceedings in England. Judge Kevin Gross presides over the U.S.
case. L. John Bird, Esq., and Jeffrey M. Schlerf, Esq., at Fox
Rothschild LLP, serve as counsel to the Debtor in the U.S. case.
AGE REFINING: 5th Cir. Rejects Appeal on Chapter 11 Plan
--------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that the U.S. Court
of Appeals for the Fifth Circuit on Sept. 16, 2015, left the
Chapter 11 cramdown plan of AGE Refining Inc., a Texas oil
refinery, untouched, rejecting an appeal from unsecured creditors
that challenged the liquidating trustee's $40 million settlement
with lender Chase Capital.
In a split decision, a three-judge panel ruled the bankruptcy court
acted within its discretion when it approved the trustee's
settlement with Chase. The appeal stems from bankruptcy
proceedings involving AGE Refining Inc., which operated a refinery
in San Antonio and filed for Chapter 11 in 2010.
About Age Refining
Age Refining, Inc. owned a refinery in San Antonio, Texas. It
manufactured, refined and marketed jet fuels, diesel products,
solvents and other highly specialized fuels.
The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Tex. Case No. 10-50501) on Feb. 8, 2010. The Company
estimated $10 million to $50 million in assets and $100 million to
$500 million in liabilities in its bankruptcy petition. David S.
Gragg, Esq., and Steven R. Brook, Esq., at Langley & Banack,
Incorporated, in San Antonio, Texas, represent Eric J. Moeller,
Chapter 11 Trustee, as general counsel.
Eric Moeller has been named chapter 11 trustee to take management
of the Debtor from CEO Glen Gonzalez. In November 2010, the
trustee filed suit against Mr. Gonzalez, alleging he breached his
fiduciary duty by dipping into Company coffers for his personal
use while paying himself an excessive salary and stock
distributions.
David S. Gragg, Esq., Steven R. Brook, Esq., Natalie F. Wilson,
Esq., and Allen M. DeBard, Esq., at Langley & Banack, Inc., in San
Antonio, Tex., serve as general counsel to the Chapter 11 Trustee.
The effective date for Age Refining's Chapter 11 plan occurred or
on Jan. 20, 2012. The Plan received confirmation from the
Bankruptcy Court on Dec. 9, 2011.
ALLIANCE ONE: To Swap Employee Options for Restricted Units
-----------------------------------------------------------
Alliance One International, Inc., filed with the Securities and
Exchange Commission a schedule relating to the offer by the Company
to eligible employees to exchange some or all of their outstanding
options with an exercise price equal to $60.00 per share (which is
the exercise price following adjustment for the one-for-ten reverse
split of the Company's common stock effected after the close of
business on June 26, 2015), whether vested or unvested, for
restricted stock units, except for employees in Canada who will
receive new stock options with new vesting schedules and exercise
prices.
Eligible employees residing in in The People's Republic of China
will be eligible to receive RSUs to be settled in cash based on the
fair market value of Alliance One common stock on the date of
vesting, while RSUs that may be awarded in the exchange offer to
eligible employees residing in other countries are to be settled in
shares of Alliance One common stock.
All employees of Alliance One and its subsidiaries, other than
members of the Company's Board of Directors and its executive
officers, are eligible to participate in the exchange offer, so
long as they remain employed through the expiration date of the
offer.
A full-text copy of the regulatory filing is available at:
http://is.gd/ekE11X
About Alliance One
Alliance One International is a leading global independent leaf
merchant. Visit the Company's Web site at http://www.aointl.com/
Alliance One reported a net loss of $15.6 million on $2.10 billion
of sales and other operating revenues for the year ended March 31,
2015, compared to a net loss of $87 million on $2.3 billion of
sales and other operating revenues for the year ended March 31,
2014.
* * *
As reported by the TCR on Feb. 12, 2015, Moody's Investor Service
downgraded the Corporate Family Rating of Alliance One
International, Inc. (AOI) to Caa1 from B3. The downgrade of AOI's
CFR to Caa1 reflects Moody's expectation that credit metrics will
remain weak over the next 12 - 18 months.
The TCR reported on April 13, 2015, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Morrisville,
N.C.-based Alliance One International Inc. to 'CCC+' from 'B-'.
ALLIED NEVADA: Files Projections, Analysis for Amended Plan
-----------------------------------------------------------
Allied Nevada Gold Corp., et al., filed financial projections, a
liquidation analysis and a valuation analysis in connection with
their Amended Disclosure Statement for their Amended Joint Chapter
11 Plan of Reorganization.
The Debtors prepared financial projections, which reflect estimates
of the Debtors' expected results of operations and cash flows for
Nov. 1, 2015 through the duration of the life of the mine.
To demonstrate compliance with the "best interests" test, the
Debtors estimated a range of proceeds that would be generated from
a hypothetical Chapter 7 liquidation. The liquidation analysis
assumes that the liquidation of the Debtors would commence on
Oct. 31, 2015 under the direction of a court-appointed chapter 7
trustee, with the liquidation expected to be completed in 6 months.
In a hypothetical Chapter 7 liquidation, the Debtors expect that
holders of junior DIP Facility claims of $67.3 million will have a
recovery of 27% to 100%, holder of administrative claims of $20
million will have a recovery of 0% to 100%, holders of unsecured
claims totaling $373 million to $384.7 million will have a recovery
of 0% to 1%, and there would be no proceeds available to the
Debtors' prepetition equity owners.
At the Debtors' request, Moelis & Company LLC performed a valuation
analysis of the Reorganized Debtors. Moelis's view, as of July 31,
2015, was that the estimated going concern enterprise value of the
Reorganized Debtors, as of Oct. 31, 2015, would be in a range
between $200 million and $300 million. In Moelis's view, there
would be no material difference between Moelis's estimated going
concern enterprise value as of Oct. 31, 2015 of the Reorganized
Debtors as of July 31, 2015 and as of the assumed Effective Date,
on the assumption that the pricing and economic environment remains
stable.
2.6% to 2.9% Recovery for Unsecureds
Under the Amended Plan, the estimated recoveries for creditors and
interest holders are:
Plan Estimated
Class Designation Treatment Recovery
----- ----------- --------- --------
1 Secured ABL Claims Impaired 100%
2 Secured Swap Claims Impaired 100%
3 Other Secured Claims Unimpaired 100%
4 Unsecured Claims Impaired 2.6% to 2.9%
5 Intercompany Claims Unimpaired 100%
6 Sub. Securities Claims Impaired 0%
7 Intercompany Interests Unimpaired 100%
8 Existing Equity Interests Impaired 0%
The July 31, 2015 plan supplement provided that the estimated
recovery for unsecured creditors is 8% to 9%. However, a revised
filing on Aug. 7 revised the estimated recovery for holders of
unsecured claims to 2.6% to 2.9%.
The filing explained that the recovery range for unsecured claims
is based on a $250 million enterprise value of the Reorganized
Debtors, the midpoint of Moelis's range of the enterprise value of
the Reorganized Debtors of $200 million to $300 million. At a $200
million enterprise value, the estimated recovery for unsecured
claims would be 0%. At a $300 million enterprise value, the
estimated recovery for unsecured claims would be 15.2% to 17.3%.
Copies of the Plan Supplements is available for free at:
http://bankrupt.com/misc/Allied_N_Am_Plan_Projections.pdf
http://bankrupt.com/misc/Allied_N_Rev_V_Analysis.pdf
The Chapter 11 Plan
The Plan is a plan of reorganization for each of the Debtors;
however, the Plan provides that for purposes of distributions, the
Debtors will be substantively consolidated. The Plan provides that
a Holder of an Allowed Unsecured Claim will receive either:
(i) its Pro Rata share of 100% of the New Common Stock, subject
to dilution on account of: (a) the conversion of the New
Second Lien Convertible Notes and (b) the exercise of the
New Warrants; or
(ii) its Pro Rata share of the Convenience Claim Distribution,
which is equal to $2,750,000, if a Holder of an Allowed
Unsecured Claim (1) holds a claim that is equal to or less
than $500,000 or (2) elects to reduce its Claim to an
amount equal to or less than $500,000.
The Confirmation Hearing will commence at 10:00 a.m. (Prevailing
Eastern Time) on Oct. 6, 2015. Any objections to confirmation of
the Plan must be filed on or before Sept. 25. Ballots accepting or
rejecting the Plan must be received by Sept. 28.
A copy of the modified Amended Disclosure Statement is available
for free at http://is.gd/oZJH8S
About Allied Nevada
Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a
publicly traded U.S.-based gold and silver producer engaged in
mining, developing and exploring properties in the State of
Nevada.
ANV was spun off from Vista Gold Corp. in 2006 and began operations
in May 2007. Nevada-based mining properties acquired from Vista
include the Hycroft Mine, an open-pit heap leach operation located
54 miles west of Winnemucca, Nevada. ANV controls 75 exploration
properties throughout Nevada as of Dec. 31, 2014.
On March 10, 2015, ANV and 13 affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware. The cases are jointly administered under
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.
AMERICAN AGENCIES: Files Schedules of Assets and Liabilities
------------------------------------------------------------
American Agencies Co., Inc. and New Steel, Inc., filed with the
U.S. Bankruptcy Court for the District of Puerto Rico their
schedules of assets and liabilities, disclosing:
A. American Agencies Co.
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $6,810,695
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $2,538,940
E. Creditors Holding
Unsecured Priority
Claims $34,352
F. Creditors Holding
Unsecured Non-priority
Claims $7,165,512
----------- -----------
TOTAL $6,810,695 $9,738,804
B. New Steel
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $8,429,855
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $2,673,640
E. Creditors Holding
Unsecured Priority
Claims $24,295
F. Creditors Holding
Unsecured Non-priority
Claims $9,484,529
----------- -----------
TOTAL $8,429,855 $12,182,464
A copy of the Schedules is available for free at:
http://bankrupt.com/misc/AMERICANAGENCIES_schedules.pdf
http://bankrupt.com/misc/NEWSTEEL_Schedules.pdf
About American Agencies
American Agencies Co., Inc. and New Steel, Inc., manufacturers of
steel structures, filed Chapter 11 bankruptcy petitions (Bankr. D.
P.R. Case Nos. 15-07088 and 15-07090, respectively) on Sept. 15,
2015. The petition was signed by Omir Mendez as president.
C. Conde & Associates represents the Debtors as counsel. Doris
Barroso Vicens, CPA, at RSM ROC & Company, serves as the Debtors'
accountant.
AMERICAN AGENCIES: Proposes Doris Barroso Vicens as Accountant
--------------------------------------------------------------
American Agencies Co., Inc. seeks the Bankruptcy Court's authority
to employ Doris Barroso Vicens, CPA, from the firm of RSM ROC &
Company as its accountant. Ms. Vicens will:
(a) prepare or review required monthly operating reports and
reports pursuant to Rule 2015-3 of the Federal Rule of
Bankruptcy Procedure;
(b) reconcile proofs of claim;
(c) prepare or review the Debtor's projections;
(d) analyze profitability of the Debtor's operations;
(e) assist in the development or review of a plan of
reorganization or disclosure statements;
(f) consult on strategic alternatives and develop business
plan; and
(g) perform any other consulting or expert witness services.
The Debtor intends to pay RSM ROC based on the firm's hourly
rates:
Partner $200 to $300
Managers $100 to $150
Seniors $75 to $90
Staff $60 to $70
Ms. Vicens' current hourly rate is $235. The Debtors will also
reimburse the accountant for costs and expenses. The Debtor paid
the accountant $5,000 as retainer.
RSM ROC & Company has acted as consultants/accountants for the
following creditors listed by the Debtors in matters unrelated to
this case:
* Departamento de Hacienda, PRASA and PREPA
* Linde Gas Puerto Rico, Inc.
To the best of the Debtor's knowledge, neither Ms. Vicens nor any
of her employees, represent or hold any interest adverse to the
Debtor in the matters upon which she is to be engaged.
About American Agencies
American Agencies Co., Inc. and New Steel, Inc., manufacturers of
steel structures, filed Chapter 11 bankruptcy petitions (Bankr. D.
P.R. Case Nos. 15-07088 and 15-07090, respectively) on Sept. 15,
2015. The petition was signed by Omir Mendez as president.
C. Conde & Associates represents the Debtors as counsel. Doris
Barroso Vicens, CPA, at RSM ROC & Company, serves as the Debtors'
accountant.
AMERICAN AGENCIES: Seeks Substantive Consolidation of Cases
-----------------------------------------------------------
American Agencies Co., Inc., and New Steel, Inc., ask the
Bankruptcy Court to order a substantive consolidation of their
bankruptcy cases on an expedited basis.
New Steel fabricates steel structures upon demand of American
Agencies. American Agencies is the sole client of New Steel. Both
Debtors share common stockholders and management and are both
liable to main secured creditor Banco Popular Puerto Rico.
Should the Debtors be forced to reorganize seperately, the
administrative costs and the costs associated with separate
litigation of common liabilities will be detrimental to the estate
and all of the creditors, says Carmen D. Conde Torres, Esq., at C.
Conde & Assoc.
The Debtors contend that creditors will benefit from substantive
consolidation because it will allow for a more expeditious
adjudication of disputes, a clearer statement of obligations and
available assets, and facilitate the implementation of a plan.
About American Agencies
American Agencies Co., Inc. and New Steel, Inc., manufacturers of
steel structures, filed Chapter 11 bankruptcy petitions (Bankr.
D.P.R. Case Nos. 15-07088 and 15-07090, respectively) on Sept. 15,
2015. The petition was signed by Omir Mendez as president.
C. Conde & Associates represents the Debtors as counsel. Doris
Barroso Vicens, CPA, at RSM ROC & Company, serves as the Debtors'
accountant.
AMERICAN AGENCIES: Wants to Hire C. Conde & Associates as Counsel
-----------------------------------------------------------------
American Agencies Co., Inc., seeks permission from the Bankruptcy
Court to emloy Carmen D. Conde Torres, Esq., of C. Conde &
Associates as its legal counsel. Ms. Torres will:
(a) advise the Debtor with respect to its duties, powers and
responsibilities in this case under the laws of the United
States and Puerto Rico in which the Debtor conducts
operations, does business, or is involved in litigation;
(b) advise the Debtor in connection with a determination
whether a reorganization is feasible and, if not, help the
Debtor in the orderly liquidation of its assets;
(c) assist the Debtor with respect to negotiations with
creditors for the purpose of arranging the orderly
liquidation of assets and proposing a viable plan of
reorganization;
(d) prepare on behalf of the Debtor the necessary complaints,
answers, orders, reports, memoranda of law and any legal
papers or documents;
(e) appear before the Bankruptcy Court, or any court in which
the Debtor asserts a claim interest or defense directly or
indirectly related to this bankruptcy case;
(f) perform other services as may be required; and
(g) employ other professional services, if necessary.
The Debtor proposes to pay C. Conde & Associates based on these
hourly rates:
Carmen D. Conde Torres (Senior Attorney) $300
Associates $275
Junior Attorney $250
Paralegal/In house Special Clerk/ $150
Accounting Analyst
The Debtor also proposes to reimburse the firm for its costs and
expenses.
The Debtor paid C. Conde & Associates a retainer of $30,000.
C. Conde & Assoc., represented a creditor of the Debtor, FRAMA
Construction Co., Inc. in its bankruptcy case proceedings, Case No.
10-10056 (ESL). This case was completed, confirmed and closed.
To the best of the Debtor's knowledge, C. Conde & Associates is a
"disinterested person" within the meaning of Section 101 (14) of
the Bankruptcy Code.
About American Agencies
American Agencies Co., Inc. and New Steel, Inc., manufacturers of
steel structures, filed Chapter 11 bankruptcy petitions (Bankr. D.
P.R. Case Nos. 15-07088 and 15-07090, respectively) on Sept. 15,
2015. The petition was signed by Omir Mendez as president.
C. Conde & Associates represents the Debtors as counsel. Doris
Barroso Vicens, CPA, at RSM ROC & Company, serves as the Debtors'
accountant.
ANNA'S LINENS: Claims Bar Date Slated for October 1
---------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
set Oct. 1, 2015, as last day of creditors to file proofs of claim
against Anna's Linens Inc.
All governmental units must file their claim (a) before 180 days
after the date of the order for its relief in the Debtor's case, or
(b) by Oct. 1, 2015, whichever is later.
All Proofs of Claim or Interest must be filed with the Debtor's
claim noticing agent, Epiq Bankruptcy Solutions, LLC, by mailing
such Proofs of Claim or Interest to Epiq, as follows:
a) If by First-Class Mail:
Anna???s Linens, Inc. Claims Processing Center
c/o Epiq Bankruptcy Solutions, LLC
P.O. Box 4419
Beaverton, OR 97076-4419
b) If by Hand-Delivery or Overnight Mail:
Anna???s Linens, Inc. Claims Processing Center
c/o Epiq Bankruptcy Solutions, LLC
10300 SW Allen Blvd.
Beaverton, OR 97005
About Anna's Linens
Anna's Linens is a specialty retailer offering home textiles,
furnishings and decor at attractive prices. Headquartered in Costa
Mesa, California, operates a chain of 268 company owned retail
stores throughout 19 states in the United States (including Puerto
Rico and Washington, D.C.) generates over $300 million in annual
revenue and employs a workforce of over 2,500 associates.
Anna's Linens sought Chapter 11 bankruptcy protection (Bankr. C.D.
Cal. Case No. 15-13008) in Santa Ana, California, on June 14,
2015.
The case is assigned to Judge Theodor Albert. The Debtor tapped
Levene, Neale, Bender, Yoo & Brill LLP as counsel. The Debtor
estimated assets of $50 million to $100 million and debt of $100
million to $500 million.
The U.S. trustee overseeing the Chapter 11 case of Anna's Linens
Inc. appointed seven creditors to serve on the official committee
of unsecured creditors.
ANNA'S LINENS: Court Approves $170K Employee Retention Plan
-----------------------------------------------------------
Anna's Linens, Inc., sought and obtained from Judge Theodor C.
Albert of the U.S. Bankruptcy Court for the Central District of
California, Santa Ana Division, authority to implement its employee
retention plan.
The employee retention plan provides for the payment of bonuses and
unpaid accrued vacation time for 24 employees consisting of three
Vice Presidents, three Directors, eight Managers, six professionals
and four non-professionals. The retention plan provides for the
payment of $107,000 for employee bonuses and $63,577 for accrued
and unpaid vacation time. According to the retention plan, the
retention amounts will not be paid immediately, but will be
segregated and paid upon termination of the employees after the
passage of the required number of weeks set by the Debtor for each
employee, to ensure that the retention payments are given only to
those employees that remain with the Debtor through their retention
periods.
Lindsey L. Smith, Esq., at Levene, Neale, Bender, Yoo & Brill
L.L.P., in Los Angeles, California, relates that the amounts to be
paid to each respective employee was broken down by management
category and then tailored to the salary range of that category of
employees. She adds that the employees have earned their
respective vacation benefits through services provided pre- and
post-petition.
Ms. Smith tells the Court that the Debtor has exercised its sound
business judgment in formulating and electing to implement the
proposed Retention Plan. She further tells the Court that the
Debtor has concluded that it is imperative that it immediately
provide the Employees with the retention benefits so that they
remain with the Debtor in order for the Debtor to complete the GOB
Sale and maximize the Debtor's remaining assets, including its
intellectual property and real property lease assets. Ms. Smith
contends that the Retention Plan is designed to retain the
Employees and to ensure that the Employees remain productive given
their additional duties and workload.
Anna's Linens' can be reached at:
David B. Golubchik, Esq.
Eve H. Karasik, Esq.
Juliet Y. Oh, Esq.
Lindsey L. Smith, Esq.
LEVENE, NEALE, BENDER,
YOO & BRILL L.L.P.
10250 Constellation Boulevard, Suite 1700
Los Angeles, CA 90067
Telephone: (310)229-1234
Facsimile: (310)229-1244
E-mail: DGB@LNBYB.COM
EHK@LNBYB.COM
JYO@LNBYB.COM
LLS@LNBYB.COM
About Anna's Linens
Anna's Linens is a specialty retailer offering home textiles,
furnishings and decor at attractive prices. Headquartered in
Costa Mesa, California, operates a chain of 268 company owned
retail stores throughout 19 states in the United States (including
Puerto Rico and Washington, D.C.) generates over $300 million in
annual revenue and employs a workforce of over 2,500 associates.
Anna's Linens sought Chapter 11 bankruptcy protection (Bankr. C.D.
Cal. Case No. 15-13008) in Santa Ana, California, on June 14,
2015.
The case is assigned to Judge Theodor Albert. The Debtor tapped
Levene, Neale, Bender, Yoo & Brill LLP as counsel. The Debtor
estimated assets of $50 million to $100 million and debt of $100
million to $500 million.
The U.S. trustee overseeing the Chapter 11 case of Anna's Linens
Inc. appointed seven creditors to serve on the official committee
of unsecured creditors.
ANNA'S LINENS: Wesley Avery to Serve as Consumer Privacy Ombudsman
------------------------------------------------------------------
Peter C. Anderson, the United States Trustee for Region 16, and
debtor Anna's Linens, Inc., sought for and obtained from Judge
Theodor C. Albert of the U.S. Bankruptcy Court for the Central
District of California, Santa Ana Division, the authority to
appoint a consumer privacy ombudsman.
David B. Golubchick, Esq., at Levene, Neale, Bender, Yoo & Brill
L.L.P., in Los Angeles, California, relates that the U.S. Trustee
for Region 16 and the Debtor believe that a Consumer Privacy
Ombudsman should be appointed to assist the Court in its
consideration of the facts, circumstances, and conditions of the
proposed sale of personally identifiable information as required
under Section 332 of the Bankruptcy Code.
The United States Trustee for Region 16 appointed Wesley H. Avery
to serve as Consumer Privacy Ombudsman. It declared that to the
best of its knowledge, Mr. Avery has no connections with the
Debtor, and any other parties in interest, their respective
attorneys and accountants, the United States Trustee, and persons
employed in the Office of the United States Trustee.
Peter C. Anderson, United States Trustee for Region 16 is
represented by:
Michael Hauser, Esq.
Frank M. Cadigan, Esq.
UNITED STATES TRUSTEE
Ronald Reagan Federal Building &
United States Courthouse
411 West Fourth Street, Suite 9041
Santa Ana, CA 92701-8000
Telephone: (714) 338-3400
Facsimile: (714) 338-3421
E-mail: michael.hauser@usdoj.gov
frank.cadigan@usdoj.gov
Anna's Linens' attorneys can be reached at:
David B. Golubchik, Esq.
LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
10250 Constellation Boulevard, Suite 1700
Los Angeles, CA 90067
Telephone: (310)229-1234
Facsimile: (310)229-1244
E-mail: DGB@LNBYB.COM
About Anna's Linens
Anna's Linens is a specialty retailer offering home textiles,
furnishings and decor at attractive prices. Headquartered in
Costa Mesa, California, operates a chain of 268 company owned
retail stores throughout 19 states in the United States (including
Puerto Rico and Washington, D.C.) generates over $300 million in
annual revenue and employs a workforce of over 2,500 associates.
Anna's Linens sought Chapter 11 bankruptcy protection (Bankr. C.D.
Cal. Case No. 15-13008) in Santa Ana, California, on
June 14, 2015.
The case is assigned to Judge Theodor Albert. The Debtor tapped
Levene, Neale, Bender, Yoo & Brill LLP as counsel. The Debtor
estimated assets of $50 million to $100 million and debt of $100
million to $500 million.
The U.S. trustee overseeing the Chapter 11 case of Anna's Linens
appointed seven creditors to serve on the official committee of
unsecured creditors.
AS SEEN ON TV: Marcum LLP Replaces EisnerAmper as Accountant
------------------------------------------------------------
As Seen On TV, Inc., upon approval of the Board of Directors,
engaged Marcum LLP as its independent registered public accounting
firm and dismissed EisnerAmper LLP as of Sept. 10, 2015. Eisner
did not resign or decline to stand for re-election.
Eisner's report on the financial statements of the Company as of
and for the years ended March 31, 2013, and 2014 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to audit scope or accounting principles, except to
include an explanatory paragraph related to the uncertainty of the
Company's ability to continue as going concern.
The Company said the dismissal was not a result of any disagreement
with the accounting firm.
During the Company's two most recent fiscal years ended March 31,
2013, and 2014 and the subsequent interim period through Sept. 10,
2015, the Company did not consult with Marcum.
About As Seen on TV
Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company. It identifies, develops, and markets consumer
products.
As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into
an Agreement and Plan of Merger with eDiets Acquisition Company
("Merger Sub"), eDiets.com, Inc., and certain other individuals.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into eDiets.com, and eDiets.com will continue as the surviving
corporation and a wholly-owned subsidiary of the Company. The
Merger Agreement was completed on April 2, 2014.
The Company incurred a net loss of $9.32 million on $1.98 million
of revenues for the year ended March 31, 2014, as compared with
net income of $3.69 million on $9.40 million of revenues for the
year ended March 31, 2013.
The Company's balance sheet at June 30, 2014, showed $39.8
million in total assets, $46.3 million in total liabilities,
$2.70 million in redeemable preferred stock, and a $9.18 million
total stockholders' deficiency.
EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2014. The independent auditors noted that
the Company's recurring losses from operations and negative cash
flows from operations raise substantial doubt about its ability to
continue as a going concern.
Bankruptcy Warning
The Company stated the following statements in its quarterly
report for the period ended June 30, 2014:
"We have experienced losses from operations since our inception
and cannot predict how long we will continue to incur losses or
whether we ever become profitable. We have relied on a series of
private placements of secured and unsecured promissory notes; the
most recent promissory note sale was a senior secured promissory
note on April 3, 2014 in the amount of $10,180,000 whereby the
Company received net proceeds of approximately $8,400,000 after
debt issuance costs and original issuance discount.
"The Ronco is currently in default on $1,545,000 of its
outstanding 18% promissory notes. Ronco is also in default on its
1.5% Secured Promissory Note with a current outstanding balance of
$8,620,000; however, on March 7, 2014, Ronco and certain creditors
entered into a forbearance agreement whereby each creditor will
forbear from exercising its rights and remedies under the 1.5%
Secured Promissory Note for up to 1 year provided Ronco does not
default on the forbearance agreement.
"Currently, the Company does not have a line of credit to draw
upon. The Company's commitments and contingencies will either
utilize future operating cash flow or require the sale of debt or
equity securities to fulfil the commitments.
We have undertaken, and will continue to implement, various
measures to address our financial condition, including:
* Significantly curtailing costs and consolidating operations,
where feasible.
* Seeking debt, equity and other forms of financing, including
funding through strategic partnerships.
* Reducing operations to conserve cash.
* Deferring certain marketing activities.
* Investigating and pursuing transactions with third parties,
including strategic transactions and relationships.
There can be no assurance that we will be able to secure the
additional funding we need. If our efforts to do so are
unsuccessful, we will be required to further reduce or eliminate
our operations and/or seek relief through a filing under the U.S.
Bankruptcy Code. These factors, among others, raise substantial
doubt about our ability to continue as a going concern. The
accompanying condensed consolidated financial statements do not
include any adjustments to the recoverability and classification
of asset carrying amounts or the amount and classification of
liabilities that might result from the outcome of these
uncertainties."
ASR CONSTRUCTORS: Disclosure Statement Hearing Moved to Oct. 20
---------------------------------------------------------------
ASR Constructors, Inc., and its affiliated debtors inked a
stipulation with Federal Insurance Company, Berkley Regional
Insurance Company, Gotte Electric, Inc., and ICW Group Insurance
Companies, to continue the hearing on the Debtors' disclosure
statement and the Chapter 11 status conference to October.
Judge Mark Houle of the U.S. Bankruptcy Court for the Central
District of California, Riverside Division, has approved the
Stipulation and has agreed to continue the hearing on the
Disclosure Statement and the Chapter 11 status conference to Oct.
2, 20, 2015 at 2:00 p.m. The parties have previously inked
stipulations continuing the hearing on the Disclosure Statement and
the Chapter 11 Status Conference.
On May 12, 2015, the Debtors filed their Second Amended Disclosure
Statement for Second Amended Chapter 11 Liquidating Plan Jointly
Proposed by the Debtors. The Chapter 11 Status Conference Report
was also filed on May 12, 2015.
The Debtors have received informal comments from Federal, Berkley,
Gotte and ICW regarding the Disclosure Statement and their Second
Amended Chapter 11 Liquidating Plan. The Debtors will soon be
filing a Third Amended Disclosure Statement and Plan based on these
further comments. The amendments are anticipated to resolve all
open issues related to the Disclosure Statement and Plan. As such,
in order to give all parties and the Court sufficient time to
review the Third Amended Disclosure Statement and Plan to be filed,
the parties have agreed to continue the Sept. 1 hearing to Oct.
20.
Berkeley Regional is represented by Marilyn Klinger, Esq., at
Sedgwick LLP. Federal Insurance is represented by Jonathan Durin,
Esq., and Andrew C. Harris, Esq., at Salamirad, Morror, Timpane &
Dunn LLP. Gotte Electric is represented by Byron Mauss, Esq., at
Assayag Mauss LLP. ICW Group is represented by David Veis, Esq.,
and Howard Weg, Esq., at Robins Kaplan, LLP.
About ASR Constructors
ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 13-25794) on Sept. 20, 2013. The petition was
signed
by Alan Regotti as president. ASR disclosed $17,647,556 in assets
and $18,901,467 in liabilities as of the Chapter 11 filing.
Judge Mark D. Houle presides over the case. James C. Bastian, Jr.,
Esq., at Shulman Hodges & Bastian, LLP, serves as the Debtor's
counsel.
The Law Office of John D. Mannerino serves as corporate counsel to
the Debtor. Rodgers, Anderson, Malody & Scott LLP CPAs serves as
accountant to the Debtor.
Two affiliates -- Another Meridian Company, LLC and Inland
Machinery, Inc. -- also filed Chapter 11 petitions.
ASSOCIATED WHOLESALERS: Has Until Oct. 26 to File Plan
------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware extended the period in which ADI Liquidation, Inc.,
f/k/a AWI Delaware, Inc., et al., have the exclusive right to file
a Chapter 11 plan through and including Oct. 26, 2015, and their
exclusive right to solicit acceptances of the Chapter 11 plan
through and including Dec. 21, 2015.
The Debtors' counsel, Mark Minuti, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, notified the Court that the Official
Committee of Unsecured Creditors filed a response to the extension
motion. The Committee said it does not at this time object to the
Debtors' extension request, recognizing that the Debtors are not
yet in a position to file a plan of liquidation, as they have not
yet completed the reconciliation process for a significant portion
of the secured setoff, administrative and Section 503(b)(9) claims
on file and, therefore, cannot currently demonstrate Chapteer 11
plan feasibility.
After informal discussions between the Debtors and the Committee,
the Committee does not object to the motion, Mr. Minuti told the
Court.
The Debtors are also represented by Teresa K.D. Currier, Esq., at
Saul Ewing LLP, in Wilmington, Delaware, and Jeffrey C. Hampton,
Esq., and Monique Bair DiSabatino, Esq., at Saul Ewing LLP, in
Philadelphia, Pennsylvania.
About Associated Wholesalers
Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. serviced 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products. AWI, with distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, served the
mid-Atlantic United States. AWI is owned by its 500 retail
members, who in turn operate supermarkets. AWI had 1,459
employees.
White Rose Inc. is a food wholesaler and distributor serving the
greater New York metropolitan area. The company traces its
origins to 1886, when brothers Joseph and Sigel Seeman founded
Seeman Brothers & Doremus to provide grocery deliveries throughout
New York City. White Rose carries out its operations through three
leased warehouse and distribution centers, two of which are located
in Carteret, New Jersey, and one in Woodbridge, New Jersey. White
Rose has 777 employees.
Associated Wholesalers and its affiliates sought Chapter 11
bankruptcy protection on Sept. 9, 2014, to sell their assets under
11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and
better offers. The Debtors were granted joint administration of
their Chapter 11 cases for procedural purposes, under the lead
case of AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092.
As of the Petition Date, the Debtors owed the Bank Group
(consisting of lenders, Bank of America, N.A., Bank of American
Securities LLC as sole lead arranger and joint book runner, Wells
Fargo Capital Finance, LLC as joint book runner and syndication
agent, and RBS Capita, as documentation agent) an aggregate
principal amount of not less than $131,857,966 (inclusive of
outstanding letters of credit), plus accrued interest. The Debtors
estimate trade debt of $72 million. AWI Delaware disclosed $11,440
in assets and $125,112,386 in liabilities as of the Chapter 11
filing.
Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal
advisors to the Debtors, Lazard Middle Market is serving as
financial advisor, and Carl Marks Advisors is serving as
restructuring advisor to AWI. Carl Marks' Douglas A. Booth has
been tapped as chief restructuring officer. Epiq Systems serves as
the claims agent.
The Official Committee of Unsecured Creditors is represented by
David B. Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper
Hamilton, LLP, in Wilmington, Delaware; and Mark T. Power, Esq.,
and Christopher J. Hunker, Esq., at Hahn & Hessen LLP, in New York.
The Committee also has retained Capstone Advisory Group, LLC,
together with its wholly-owned subsidiary Capstone Valuation
Services, LLC, as its financial advisors.
The Troubled Company Reporter, on Nov. 5, 2014, reported that the
Bankruptcy Court authorized Associated Wholesalers to sell
substantially all of its assets, including their White Rose grocery
distribution business, to C&S Wholesale Grocers, Inc. The C&S
purchase price consists of the lesser of the amount of the bank
debt, which totals about $18.1 million and $152 million, plus other
liabilities, which amount is valued at $194 million. C&S,
according to Bill Rochelle and Sherri Toub, bankruptcy columnists
for Bloomberg News, ended up paying $86.5 million more cash to be
anointed as the winner at the auction.
Associated Wholesalers, which changed its name to AWI Delaware,
Inc., prior to the approval of the sale. AWI Delaware notified the
Bankruptcy Court on Nov. 12, 2014, that closing occurred in
connection with the sale of their assets to C&S. AWI Delaware then
changed its name to ADI Liquidation, Inc., following the closing of
the sale.
ATLANTIC & PACIFIC: Paid $9.4-Mil. to Insiders Before Bankruptcy
----------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
grocery chain Great Atlantic & Pacific Tea Co., commonly known as
A&P, paid out $9.4 million in bonuses and other extra payments to
insiders in the 12 months before its July bankruptcy but hasn't
publicly named the recipients in court filings.
According to court documents, eight A&P officers and directors
received the money, which included $1.3 million in the form of
bonuses, while another $6 million, doled out in April, is labeled
as trust contributions, while $2.1 million in payments was reported
as board/consulting fees, the Journal related. The extra pay was
part of $13 million collected by a dozen unnamed officers and
directors, a total that also included salary, benefits and expense
reimbursements, the Journal further related.
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately
300 supermarkets, beer, wine, and liquor stores, combination food
and drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names,
or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark,
Food Basics, The Food Emporium, Best Cellars, and A&P Liquors.
The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010,
and in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
As of Feb. 28, 2015, the Debtors reported total assets of
$1.6 billion and liabilities of $2.3 billion.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
The U.S. Trustee for Region 2 appointed seven creditors to serve
On the official committee of unsecured creditors.
Elise S. Frejka was appointed as consumer privacy ombudsman.
ATLANTIC & PACIFIC: Pope Visit Delays Auction
---------------------------------------------
Stephanie Cumings, writing for Bloomberg News, reported that the
deadline for bids on Great Atlantic & Pacific Tea Co.'s stores and
a scheduled auction were pushed back in part because of Pope
Francis' upcoming visit to New York City.
According to Bloomberg, citing court documents, the auction was
originally scheduled for Sept. 24 and 25 at the offices of Weil,
Gotshal & Manges LLP on Fifth Avenue, coinciding with the Pope's
visit to New York City. The auction has been rescheduled to Oct. 1
and 2 to "avoid logistical complications arising from the timing of
Pope Francis' visit to New York City, the General Assembly of the
United Nations and certain religious holidays," the report related,
further citing court documents.
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately
300 supermarkets, beer, wine, and liquor stores, combination food
and drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names,
or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark,
Food Basics, The Food Emporium, Best Cellars, and A&P Liquors.
The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010,
and in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
As of Feb. 28, 2015, the Debtors reported total assets of
$1.6 billion and liabilities of $2.3 billion.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
The U.S. Trustee for Region 2 appointed seven creditors to serve
On the official committee of unsecured creditors.
Elise S. Frejka was appointed as consumer privacy ombudsman.
BD WHITE: S&P Lowers Rating to 'B'; Outlook Negative
----------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Greenwich, Conn.-based BD White Birch Investment LLC to 'B' from
'B+'. The outlook is negative. At the same time, S&P lowered its
rating on the company's term loan debt to 'B' from 'B+'. The
recovery rating is '3', reflecting S&P's expectation of meaningful
(50% to 70%; lower half of the range) recovery in the event of a
default.
"The negative outlook reflects the risk that newsprint prices will
remain weak globally amid the overall secular decline of the
industry and that we expect credit measures to remain highly
leveraged for the next 12 months," said Standard & Poor's credit
analyst Thomas O'Toole.
S&P could lower the rating on BD White Birch if newsprint prices
declined further from current levels and debt to EBITDA rose above
8x and/or interest coverage fell below 1x. This could happen if
newsprint prices do not improve and overall shipping volumes
continue to decline.
S&P could revise the outlook to stable if newsprint prices notably
improved over the next 12 months and sales volume from the
specialty segment offset declines in newsprint to the extent that
debt to EBITDA was sustained below 5x.
BERRY PLASTICS: Plans to Offer $400 Million Senior Notes Due 2022
-----------------------------------------------------------------
Berry Plastics Group, Inc., announced that its indirect,
wholly-owned subsidiary plans to issue $400 million of second
priority senior secured notes due 2022.
The proceeds from the offering are intended to be used to fund a
portion of the cash consideration due in respect of the acquisition
of all of the equity of AVINTIV, Inc., a Delaware corporation, to
repay certain existing indebtedness of Avintiv and its
subsidiaries, to pay related fees and expenses and, to the extent
not used for such purposes, for general corporate purposes. Unless
the Acquisition is consummated concurrently with the close of the
offering, all proceeds of the offering will be deposited, together
with any additional amounts necessary to redeem the Notes, into a
segregated collateral account until the obligations of the Issuer
under the Notes are assumed by Berry Plastics Corporation, a direct
and wholly-owned subsidiary of Berry Plastics, and certain other
conditions are satisfied, including the closing of the Acquisition.
Amounts held in the collateral account will be pledged for the
benefit of the holders of the Notes, pending the release of such
funds in connection with the consummation of the Acquisition.
The Notes are being offered only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act of 1933, as
amended, and outside the United States, only to non-U.S. investors
pursuant to Regulation S. The Notes will not be initially
registered under the Securities Act or any state securities laws
and may not be offered or sold in the United States absent an
effective registration statement or an applicable exemption from
registration requirements or a transaction not subject to the
registration requirements of the Securities Act or any state
securities laws.
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 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.
* * *
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.
The TCR reported on Sept. 11, 2015, that Standard & Poor's Ratings
Services said it affirmed its 'B+' corporate credit rating on
Evansville, Ind.-based Berry Plastics Group Inc.
"The corporate credit rating affirmation reflects our view that the
AVINTIV acquisition enhances Berry's operations enough to offset
the additional debt incurred to fund the transaction, resulting in
a neutral effect on credit quality," said Standard & Poor's credit
analyst James Siahaan.
BG MEDICINE: To Begin Trading on the OTCQB
------------------------------------------
BG Medicine, Inc., announced that on Sept. 14, 2015, the Company
was notified by The NASDAQ Stock Market LLC that trading in the
Company's common stock will be suspended on NASDAQ effective with
the open of business on Wednesday, Sept. 16, 2015, due to the
Company's continuing non-compliance with the stockholders' equity
requirement set forth in NASDAQ Listing Rule 5550(b) as of Sept.
10, 2015.
The Sept. 10, 2015, date constituted the outside date by which the
Company must remedy the listing deficiency in accordance with the
discretion afforded the NASDAQ Listing Qualifications Hearings
Panel under the NASDAQ Listing Rules.
The Company understands that its common stock will be formally
delisted from NASDAQ via NASDAQ's filing of a Form 25 "Notification
of Delisting" with the Securities Exchange Commission after all
applicable review and appeal periods have lapsed.
The Company expects its common stock to begin trading on the OTC
Market's OTCQB market tier effective with the open of business on
Sept. 16, 2015, under its current trading symbol "BGMD."
About BG Medicine
Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs. The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure. The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.
BG Medicine reported a net loss of $8.06 million in 2014, a
net loss of $15.8 million in 2013 and a net loss of $23.8 million
in 2012.
As of June 30, 2015, the Company had $1.3 million in total assets,
$3.7 million in total liabilities and a stockholders' deficit of
2.3 million.
Deloitte & Touche LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company's recurring
losses from operations, recurring cash used in operating activities
and accumulated deficit raise substantial doubt about its ability
to continue as a going concern.
BION ENVIRONMENTAL: Files Patent on Process to Recover Fertilizer
-----------------------------------------------------------------
Bion Environmental Technologies, Inc., has filed a new patent
application for a process that recovers a nitrogen-rich, natural,
non-synthetic fertilizer product from a livestock waste stream.
The product is produced by Bion's next-generation livestock waste
treatment technology platform without the use of chemical
additives. Bion has retained consultants and is preparing a filing
with the Organic Materials Review Institute for product
certification as a natural non-synthetic that can be used in
organic production.
The fertilizer contains 12 to 15 percent nitrogen in a solid
crystalline form that is water soluble and provides
readily-available nitrogen. It contains none of the other salt,
iron and mineral constituents of the livestock waste stream, and it
is in an industry-standard form that can be precision-applied to
crops using existing equipment.
Bion believes that the product has broad applications in the world
of organic production, due to its high concentration of nitrogen
that is readily available and water soluble. As a solid, the
product can be pelletized and cost-effectively transported. Based
on initial market assessments, Bion projects that the product will
have market applicability in crop production, horticulture,
greenhouse and hydroponic production, and potentially in the retail
markets. Successful OMRI approval for the product's use in organic
crop production will provide Bion with access to a higher value
market for the product than the synthetic nitrogen markets.
Craig Scott, Bion's communications director, stated, "This product
marks the first to be identified for broad commercialization as a
result of our Separate and Aggregate Strategy that treats the
livestock waste stream as a source of assets to be recovered and
refined. We will continue to identify and develop opportunities to
capture value from the waste stream in the form of commercial
products, including various forms of renewable energy, fertilizer
products, soil amendments, and potentially feed additives."
Mr. Scott added, "By isolating the volatile nitrogen and
incorporating it into a solid state that will be water soluble and
therefore readily available, it can now be precision-applied more
effectively and efficiently than broadcasting manure. Besides the
economic implications for Bion, the livestock producer and the
agriculture industry, this is especially important in the many
watersheds in the U.S. where land-application of livestock waste
contributes to excess nutrient runoff and harmful algal blooms."
About Bion Environmental
Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).
Bion reported a net loss of $5.76 million for the year ended
June 30, 2014, following a net loss of $8.24 million for the year
ended June 30, 2013.
GHP Horwath, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2014, stating that the Company has not generated
significant revenue and has suffered recurring losses from
operations.
BREF HR: Posts $29.3 Million Net Loss for Second Quarter
--------------------------------------------------------
BREF HR, LLC, filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $29.3
million on $54.7 million of net revenues for the three months ended
June 30, 2015, compared with a net loss of $20.7 million on $57.3
million of net revenues for the same period in 2014.
For the six months ended June 30, 2015, the Company reported a net
loss of $56.4 million on $103 million of net revenues compared to a
net loss of $44.4 million on $106 million of net revenue for the
same period during the prior year.
As of June 30, 2015, the Company had $581.93 million in total
assets, $942 million in total liabilities and a $360 million total
members' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/jWwHat
About BREF HR
BREF HR owns and operates Hard Rock Hotel & Casino Las Vegas. The
Company, which was formed by certain affiliates of Brookfield
Financial, LLC to acquire the entities which indirectly and
previously owned the Hard Rock Hotel & Casino Las Vegas, is based
in New York.
BREF HR reported a net loss of $103 million in 2014, a net loss of
$106 million in 2013 and a net loss of $116 million in 2012.
Deloitte & Touche LLP, in Las Vegas, Nevada, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that recurring losses from
operations and the contractual debt repayments due April 17, 2015,
raise substantial doubt about its ability to continue as a going
concern.
BREITBURN ENERGY: S&P Lowers CCR to 'B', Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Service lowered its corporate credit
rating on Breitburn Energy Partners to 'B' from 'B+'. The rating
outlook is negative. In addition, S&P lowered the senior secured
issue-level rating to 'BB-' from 'BB' and the senior unsecured
issue-level rating to 'CCC+' from 'B-'. The recovery rating on the
senior secured notes remains '1', reflecting S&P's expectation for
very high recovery (90% to 100%) in a default scenario. The
recovery rating on the senior unsecured notes remains '6',
reflecting S&P's expectation for negligible recovery (0% to 10%).
"The downgrade on Breitburn reflects our expectations that the
company's debt leverage will increase to levels beyond our
downgrade trigger for the remainder of 2015 as cost declines and
efficiencies become harder to achieve," said Standard & Poor's
credit analyst Aaron Mclean. "We believe leverage will likely
remain elevated through 2017 as production growth levels off as a
result of reduced capital spending," said Mr. McLean.
S&P's assessment of Breitburn's business risk as "weak"
incorporates the company's relatively small reserve base and
production levels, high operating costs, and limited organic growth
prospects from its historical mature asset base. These risks are
mitigated somewhat by a high proportion of proved developed
reserves in its asset base, a long reserve life, low production
declines, and a relatively high proportion of oil and natural gas
liquids production, which receive favorable pricing relative to
natural gas. S&P views Breitburn's financial risk as "highly
leveraged" and S&P assess Breitburn's liquidity as "adequate."
The negative outlook reflects S&P's view that leverage could
continue to rise or that Breitburn could undertake a debt exchange
that S&P could deem distressed, absent an improvement in commodity
prices, a potential strategic transaction or capital infusion.
S&P could lower the rating if Breitburn does not take steps to
reduce leverage such that FFO to debt falls well below 12% or if
the partnership announced its intention to undertake a debt
exchange S&P views as distressed.
S&P could revise the outlook to stable if Breitburn takes steps,
which could include issuing preferred or common equity, completes
asset sales, or secures external funding such that S&P expects debt
leverage to stabilize below 5x debt to EBITDA, and FFO to debt
about 12%.
BUILDERS FIRSTSOURCE: Names Jami Coulter as CAO
-----------------------------------------------
The Board of Directors of Builders FirstSource, Inc., named Jami
Coulter as the Company's chief accounting officer, effective Sept.
4, 2015, according to a document filed with the Securities and
Exchange Commission.
Since October 2013, Ms. Coulter, age 38, has been employed by
ProBuild Holdings, LLC, which was acquired by the Company on July
31, 2015. She initially served as vice president and assistant
controller of ProBuild and was promoted to vice president and
controller in June 2014. Her primary responsibility at ProBuild
was to oversee the production of timely and accurate financial
statements. Prior to its acquisition by the Company, ProBuild was
one of the largest distributors of building materials to
professional builders, contractors and project-oriented consumers
in the United States, with approximately $4.5 billion in revenue in
2014 from facilities in 40 states.
Prior to joining ProBuild, Ms. Coulter spent 15 years with
PricewaterhouseCoopers, LLP, including six years as a Senior
Manager. At PwC, she provided assurance and accounting advisory
services to a wide range of public and private clients. During her
tenure with PwC, Ms. Coulter served on the firm's senior advisory
council. Ms. Coulter is a Certified Public Accountant and received
her bachelor's and master's degrees in accounting from the
University of Colorado - Boulder.
Prior to Ms. Coulter's appointment, Chad Crow, the Company's
president and chief financial officer, also served as the Company's
principal accounting officer.
In connection with her appointment to the new position, Ms.
Coulter's base salary was increased to $250,000 per year.
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 of June 30, 2015, the Company had $662.4 million in total
assets, $614.2 million in total liabilities and $48.1 million in
total stockholders' equity.
* * *
As reported by the TCR on July 15, 2015, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Builders
FirstSource Inc. to 'B+' from 'B'.
"The stable outlook reflects our view that Builders FirstSource
will continue to increase sales and EBITDA as U.S. residential
construction continues to recover from an historic downturn and the
company realizes significant synergies from the merger. As a
result, we expect some improvement in the company's leverage
measures over the next 12 to 24 months while it maintains adequate
liquidity," said Standard & Poor's credit analyst Pablo Garces.
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.
BUNKERS INTERNATIONAL: Court Permits Interim Cash Collateral Use
----------------------------------------------------------------
Judge Cynthia C. Jackson of the U.S. Bankruptcy Court for the
Middle District of Florida, Orlando Division, gave Bunkers
International Corp. authority to use cash collateral on an interim
basis, until Sept. 21, 2015.
Bunkers International had filed a motion seeking authority to use
cash collateral and provide adequate protection to PNC Bank, N.A.
Judge Jackson authorized Bunkers to use the cash collateral to
pay:
(a) amounts expressly authorized by the Court, including
payments to the United States Trustee for quarterly fees;
(b) Bunkers International's current and necessary expenses, in
any event not to exceed $176,913.00 in aggregate amount; and,
(c) such additional amounts as may be expressly approved in
writing by the Bank.
Judge Jackson had previously given Bunkers authority to use cash
collateral on an interim basis until Sept. 10, 2015.
Ceres Tank Barge, LLC, objected to Bunkers' motion for the limited
purpose of protecting its immediate right of possession in a vessel
known as the Tank Barge "GPC SPIRIT", Official Number 1040391, but
later withdrew its objection in open court during the continued
preliminary hearing held on Sept. 10, 2015.
The preliminary hearing was slated to continue on Sept. 17, 2015.
Ceres Tank Barge is represented by:
Geremy Gregory, Esq.
BALCH & BINGHAM LLP
841 Prudential Drive, Suite 1400
Jacksonville, FL 32201
Telephone: (904)348-6875
Facsimile: (866)230-9973
E-mail: ggregory@balch.com
About Bunkers International
Based in Lake Mary, Florida, Bunkers International trades and
provides fuel for ships at sea. It provides physical supply,
trading, and brokering services from a number of global locating
including those in the U.S., Singapore, Greece, and the United
Kingdom, and says it is the largest marine fuel supplier in
Colombia through its BunkersOil Colombia joint venture with Vanoil,
S.A. The Company started in Colombia in 1995.
Bunkers International Corp. and three affiliates sought Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Lead Case No. 15-07397) on
Aug. 28, 2015. The petition was signed by John T. Canal, the
president/CEO. The Debtors estimated assets of $10 million to $50
million and liabilities of at least $10 million. Latham, Shuker,
Eden & Beaudine, LLP, serves as the Debtors' counsel.
CABLEVISION SYSTEMS: Moody's Puts Ratings Under Review
------------------------------------------------------
Moody's Investors Service has placed the ratings for Cablevision
Systems Corporation under review for downgrade, including
Cablevision's Ba2 Corporate Family Rating (CFR), Ba2-PD Probability
of Default Rating (PDR) and B1 unsecured notes. The Ba2 senior
unsecured bonds and Baa3 senior secured credit facility at CSC
Holdings, a subsidiary of Cablevision, were also placed on review
for downgrade. This action follows the announcement that Altice
N.V. (Altice) will purchase a 70% equity interest in Cablevision
for approximately $7 billion. The transaction values Cablevision at
$17.7 billion, or approximately 9x EBITDA (as of the last twelve
months ended June 30, 2015). The review for downgrade will focus on
the timeframe over which the company can offset the high leverage
incurred to finance the acquisition with expected cost synergies.
In addition, Moody's will assess the financial policy and capital
allocation stance of the new owners.
Issuer: Cablevision Systems Corporation
Corporate Family Rating (Local Currency), Ba2, Review for
Downgrade
Probability of Default Rating, Ba2-PD, Review for Downgrade
Speculative Grade Liquidity Rating, unchanged at SGL-2
Senior Unsecured Regular Bond/Debenture (Local Currency), B1,
LGD5, Review for Downgrade
Outlook Actions:
Issuer: Cablevision Systems Corporation
Outlook, Changed To Rating Under Review From Negative
Issuer: CSC Holdings, LLC
Senior Secured Bank Credit Facility (Local Currency), Baa3, LGD2,
Review for Downgrade
Senior Unsecured Regular Bond/Debenture (Local Currency), Ba2,
LGD4, Review for Downgrade
Outlook Actions:
Issuer: CSC Holdings, LLC
Outlook, Changed To Rating Under Review From Negative
RATINGS RATIONALE
Pro forma for the transaction and excluding any proposed synergies
Cablevision's total consolidated leverage will be approximately 8x
debt/EBITDA (Moody's adjusted), which creates risk for a company in
a capital intensive, competitive industry. Cablevision competes
head to head with Verizon's FiOS service in a large part of their
urban footprint. However, Cablevision's industry leading
penetration rates in their markets point to solid operating
performance. Notwithstanding the maturity of the core video
product, the relative stability of the subscription business
provides steady cash flow, and the high quality of Cablevision's
network positions it well to achieve growth in its residential and
commercial businesses despite the aforementioned escalating
competition.
Moody's had previously identified leverage of 4.75x (Debt/EBITDA,
Moody's Adjusted) as the limit for Cablevision's Ba2 rating. The
company's leverage had been above this level for some time, which
was reflected in Moody's negative rating outlook. Although the
final debt capital structure is not known at this time, it is very
likely to result in leverage meaningfully above 4.75x and could
result in a multi-notch downgrade.
Headquartered in Bethpage, New York, Cablevision Systems
Corporation serves approximately 2.6 million video customers, 2.8
million high speed data customers, and 2.2 million voice customers
in and around the New York metropolitan area. Cablevision is the
direct parent of CSC Holdings, LLC (CSC), which also owns Newsday
LLC, the publisher of Newsday and other niche publications. Revenue
for LTM June 30, 2015 was approximately $6.5 billion.
Cablevision Systems Corporation's ratings were assigned by
evaluating factors that Moody's considers relevant to the credit
profile of the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry; (ii)
capital structure and financial risk; (iii) projected performance
over the near to intermediate term; and (iv) management's track
record and tolerance for risk. Moody's compared these attributes
against other issuers both within and outside Cablevision Systems
Corporation's core industry and believes Cablevision Systems
Corporation's ratings are comparable to those of other issuers with
similar credit risk.
CANNERY CASINO: Moody's Cuts Corporate Family Rating to Caa1
------------------------------------------------------------
Moody's Investors Service downgraded Cannery Casino Resorts, LLC's
Corporate Family Rating to Caa1 from B3, Probability of Default
Rating to Caa1-PD from B3-PD, the rating on its first lien bank
facility to B3 from B2, and the rating on its second lien term loan
to Caa3 from Caa2. The company's ratings remain on review for
further downgrade.
RATINGS RATIONALE
The downgrade reflects Cannery's inability to meet its required
leverage covenant for the quarter ended June 30, 2015 and our
expectation that the company's leverage is expected to remain above
8.0x over the next two years -- not taking into consideration a
sale of the Meadows property. Cannery's lease adjusted leverage was
over 9.0x for the last 12 months ended June 30, 2015. The downgrade
also takes into consideration Moody's expectation that leverage
will not decline materially over the next two years as EBITDA is
expected to improve only modestly and debt balances are not
expected to be reduced outside of mandatory amortization of about
$4 million annually and a 50% excess cash flow sweep. Positive
rating consideration is given to our expectation that despite high
leverage and an extremely challenging operating environment,
Cannery will be able to cover interest expense, maintenance capital
expenditures and required debt amortization from cash flow. The
company also has no significant debt maturing (besides its revolver
in October 2017) until its first lien term loan matures in October
2018.
The review for further downgrade will focus on Cannery's ability to
negotiate long-term covenant relief. At this point Cannery has not
negotiated a waiver, amendment or utilized the equity cure
provision allowed in its credit agreement. While Cannery has the
ability to cure its covenant violation, Moody's believes longer
term covenant relief is required as the company's leverage covenant
steps down in 2015 and again in 2016.
Our ratings do not take into consideration the potential sale of
Cannery's Meadows property. In May 2014, Cannery announced its
plans to sell the Meadows Racetrack and Casino near Pittsburgh,
Pennsylvania -- which accounts for about 70% of Cannery's total
revenue -- to Gaming & Leisure Properties, Inc. (GLPI, Ba1 stable)
for $465 million. However, GLPI sued Cannery in October 2014 for
allegedly breaching the purchase agreement and is seeking
unspecified damages from Cannery. We do not take the potential sale
into consideration because of the uncertainty surrounding the
litigation and ultimately whether the sale closes.
Ratings downgraded and on review for further downgrade:
Corporate Family Rating to Caa1 from B3
Probability of Default Rating to Caa1-PD from B3-PD
$40 million senior secured first lien revolver expiring in October
2017 to B3 (LGD3) from B2 (LGD3)
$357 million (outstanding) senior secured first lien term loan due
October 2018 to B3 (LGD3) from B2 (LGD3)
$165 million senior secured second lien term loan due October 2019
to Caa3 (LGD5) from Caa2 (LGD5)
Cannery Casino Resorts, LLC is a privately held gaming company that
owns and operates one casino in Pennsylvania and two casinos in Las
Vegas, NV. The company generates about $410 million of annual net
revenue.
CATASYS INC: Closes $463,000 Purchase Agreement with Crede
----------------------------------------------------------
Catasys, Inc., entered into a Stock 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
received gross proceeds of $463,000 for the sale of approximately
1.5 million shares of the Company's common stock, par value $0.0001
per share, each share at a purchase price of $0.30 per share.
As a result of this transaction, the exercise price of warrants to
purchase an aggregate of 1,465,311 shares of common stock
previously issued were adjusted to $0.30 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 June 30, 2015, the Company had $1.91 million in total assets,
$7.17 million in total liabilities and a total stockholders'
deficit of $5.26 million.
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.
CENTURY ARMS: Rehabilitation Plan for Century Townhomes Units OK'd
------------------------------------------------------------------
Pittsburgh Post-Gazette reports that the Hon. Gregory Taddonio of
the U.S. Bankruptcy Court for the Western District of Pennsylvania
said he will enter an order to confirm a plan to renovate and sell
more than 150 units at the Century Townhomes complex, overruling
objections from the current owner of the units, Century Arms
Townhomes principal David Geisler.
Joyce Gannon, writing for Pittsburgh Post-Gazette, relates that the
Plan is designed to help stabilize the community and allow
creditors who are owed thousands of dollars to possibly recover
some of their claims. Post-Gazette quoted David Rudov, Esq., the
mediator in the Company's Chapter 11 bankruptcy case, as saying,
"It's a wholesale effort to . . . make the community stronger than
it is now . . . and stop the bleeding."
Post-Gazette states that under the Plan, Mr. Geisler's mortgage
lenders, Equity Indexed Managed Fund and WJA Secure Real Estate
Fund, would renovate the units and install individual water meters
in each. According to the report, Mr. Rudov said that other
Century Townhomes property owners would provide meters for their
units. The report adds that the lenders would sell Mr. Geisler's
units and deposit the proceeds in a trust to be distributed among
creditors that include the homeowners' association, the city of
Clairton, Allegheny County, Clairton's school district and the
Clairton Municipal Authority, while vacant lots owned by Mr.
Geisler would be transferred to the homeowners association.
According to court documents, Mr. Geisler's lawyers objected to the
Plan, saying that it does not protect his interests.
About Century Arms
Century Arms Townhomes LLC, based in Pittsburgh, Pennsylvania,
filed for Chapter 11 bankruptcy (Bankr. W.D. Pa. Case No. 14-
22349) on June 9, 2014.
Creditors and parties-in-interest include Equity Indexed Managed
Fund, LLC; WJA Secure Real Estate Fund, LLC; Century Arms Townhome
Association, LLC; City of Clairton; Clairton School District;
Allegheny County, Pennsylvania; PA American Water; and Clairton
Municipal Authority.
CHAPARRAL ENERGY: Moody's Cuts Corporate Family Rating to B3
------------------------------------------------------------
Moody's Investors Service downgraded Chaparral Energy, Inc.'s
Corporate Family Rating (CFR) to B3 from B2 and its senior
unsecured notes rating to Caa1 from B3. Moody's affirmed
Chaparral's SGL-3 Speculative Grade Liquidity Rating. The rating
outlook is stable.
"While Chaparral is uncommonly well hedged against commodity price
risk over the remainder of 2015 and in 2016, excessive debt
leverage and burdensome interest expense limit the company's
financial and operating flexibility in this period of weak
commodity prices," commented Andrew Brooks, Moody's Vice President.
"The rating downgrade reflects the prospect of shrinking interest
coverage and limited maneuverability around its heavy debt load,
while the stable outlook acknowledges the extent to which near term
cash flows are covered by Chaparral's hedging protocol."
Issuer: Chaparral Energy, Inc.
Ratings Downgraded:
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Senior Unsecured Rating, Downgraded to Caa1(LGD4) from B3(LGD4)
Ratings Affirmed:
Speculative Grade Liquidity Rating, Affirmed SGL-3
RATINGS RATIONALE
Chaparral's B3 Corporate Family Rating (CFR) reflects its high debt
leverage, which at June 30 stood at $58,575 per barrel of oil
equivalent (Boe) of average daily production, a weighty interest
burden exacerbated by its high coupon debt and the modest scale of
its production and proved reserves. While Chaparral's interest
burden is heavy, hedge enhanced EBITDA at June 30 covered interest
3.67x, a level reasonably consistent over the period 2011-2014.
Ratings also consider the extent to which Chaparral has hedged
itself against weak commodity prices, 94% over the remainder of
2015 and about two-thirds of its 2016 production, and its long
lived, liquids-weighted production profile Through a recent series
of non-core divestitures and acquisitions, Chaparral has further
focused its production activity exclusively in Oklahoma, where it
remains one of the state's largest crude oil producers. Following
the late-2014 collapse in crude prices, Chaparral acted quickly to
reduce costs and manage its liquidity, dropping its operated rig
count from 10 to one and cutting 2015's capital spending budget by
almost 75%. However, in this weak commodity price environment,
Chaparral's operating and financial flexibility continue to be
constrained by its highly leveraged balance sheet and, at
approximately $10.80 per Boe of production, its high cost of debt
service.
Chaparral's core operating production is located in the state of
Oklahoma where its drilling capital is highly focused on multiple
Mid-Continent repeatable resource plays, specifically the
Mississippian's Northern Oklahoma Mississippi Play (NOMP), the
Panhandle Marmaton and the Woodford Shale. Longer term growth
prospects are being driven by its investment in enhanced oil
recovery (EOR) development. EOR project area production increased
to 32% of 2015's total first half production, including North
Burbank, Oklahoma's largest EOR field. As of December 31, 2014,
Chaparral's total proved reserve base was 159 million Boe (58%
proved developed, 74% liquids). Production over the first half of
2015 averaged 29,867 Boe per day (70% liquids), virtually unchanged
from 2014's production. Chaparral's overall operating profile
continues to benefit from a long-lived reserve base, nine-years
proved developed and 15-years total proved, which has the potential
to further extend production growth longer term as the front-loaded
EOR investment takes hold.
Chaparral's SGL-3 Speculative Grade Liquidity Rating reflects our
expectation of adequate liquidity through 2016. As of June 30,
Chaparral had $27.6 million of balance sheet cash and $427 million
outstanding on its secured borrowing base revolving credit
facility. Effective April 1, Chaparral's borrowing base was
decreased to $550 million from $650 million in conjunction with
certain covenant amendments, which replaced the 4.5x debt/EBITDAX
leverage covenant with secured debt/EBITDAX of 2.25x. Covenants
also require the maintenance of interest coverage of at least 2x.
The credit facility is scheduled to mature in November 2017.
Guiding its capital budget within operating cash flow, Moody's is
expecting modest levels of free cash flow to be directed to the
repayment of outstanding revolving credit borrowings.
The Caa1 unsecured notes rating reflects the subordination of the
senior unsecured notes to Chaparral's secured revolving credit
facility. The size of the claims relative to Chaparral's
outstanding senior unsecured notes results in the notes being rated
one notch below the B3 CFR under Moody's Loss Given Default
methodology.
The stable outlook is a function of the significant hedging
Chaparral has in place covering 2015 and 2016 production as well as
the stability of its long-lived reserve base. Ratings could be
downgraded if interest coverage falls below 2x or if liquidity
drops to under $75 million. While an upgrade over the near term is
unlikely, consideration could be given to an upgrade should
Chaparral materially reduce debt leverage to a level below $45,000
on production with retained cash flow (RCF) to debt exceeding 20%.
Chaparral Energy, Inc. is a privately-owned independent E&P company
headquartered in Oklahoma City, Oklahoma.
CITY OF FERGUSON: Moody's Cuts General Obligation Rating to Ba1
---------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Aa3 the
general obligation (GO) rating on City of Ferguson, MO's Series
2011 bonds. Concurrently, Moody's has downgraded the city's Series
2013 certificates of participation to Ba2 from A1 and the Series
2012 certificates of participation to Ba3 from A2. Moody's has
also placed these ratings under review for possible downgrade or
withdrawal for insufficient information. The city has $6.7 million
outstanding on the Series 2011 GO bonds, $8.4 million on the Series
2013 certificates of participation and $1.5 million on the Series
2012 certificates of participation.
SUMMARY RATING RATIONALE
The downgrade of the city's GO rating to Ba1 reflects severe and
rapid deterioration of the city's financial position, possible
depletion of fund balances in the near term, and limited options
for restoring fiscal stability. Cumulatively, the city's estimates
for fiscal 2015, which ended June 30, 2015, and budget for fiscal
2016, project General Fund reserves to decline by nearly 70%
compared to audited fiscal 2014 reserves. Key drivers of this
precipitous drop are declining key revenues, unbudgeted
expenditures, and escalating expenses related to ongoing litigation
and the Department of Justice (DOJ) consent decree currently under
negotiation. The declines represent a severe departure from the
city's prior financial performance, which had demonstrated positive
operating results between fiscal 2005 and 2013. The estimated
fiscal 2015 General Fund results represent a $2.6 million shortfall
compared the city's original balanced budget and much greater
negative variance than we expected.
If the city were to continue on the current negative trajectory,
the city could become insolvent by fiscal year end 2017, which it
acknowledges in its fiscal 2016 budget. Its options are limited due
to constrained revenue raising ability and stagnant economy.
Missouri local governments may file for Chapter 9 bankruptcy
protection by an action of the local governing body without sign
off or approval from any other agency, although the city has not
indicated plans to file.
The rating further incorporates the city's moderately sized tax
base with a trend of declining assessed valuation, below average
socioeconomic profile, and average debt burden.
The Ba2 rating on the Series 2013 COPs reflects the annual risk of
non-appropriation, the essential nature of the pledged asset, a
police facility, and the credit factors reflected in the city's
general obligation rating. The Ba3 rating on the Series 2012 COPs
reflects an additional notch for the less essential nature of the
pledged asset, approximately 25 acres of park land with an office
building and aquatic center.
OUTLOOK
The placement of the city's ratings under review for a possible
downgrade reflects the rate of the downward trajectory of the
city's financial position, which could accelerate, given the
uncertainty of the potential financial impact of ongoing litigation
costs, ultimate legal settlements and the costs for implementing
the consent decree. We believe fiscal ramifications from these
items could be significant and could result in insolvency. We
expect additional detail within the next few months as to the
city's final audited fiscal 2015 results as well as options and
financial strategies for addressing these looming costs.
During the review period, we will also attempt to obtain
information regarding the city's near and medium term cash flow
projections, legal costs incurred to date, and the terms of any
insurance coverage that could reimburse the city for legal
settlements and related expenses. To date, the city has not
provided this information as requested. City officials have
indicated their reluctance to discuss information that may impact
ongoing litigation and negotiations. Without this information,
Moody's could withdraw the ratings for lack of information.
WHAT COULD MAKE THE RATING GO UP
-- Restoration of balanced operations and a plan to reverse the
recent loss of reserves
-- Detailed financial plan to address significant costs associated
with litigation and DOJ consent decree
WHAT COULD MAKE THE RATING GO DOWN
-- Any further financial deterioration beyond what the city
currently estimates for fiscal 2015 and projected for fiscal 2016
-- Litigation that results in substantial financial liability for
the city that is not offset by external support or insurance
coverage
-- Deterioration of local economic conditions that result in
further revenue declines
-- Indications of any intent to default on debt or seek to
restructure obligations through Chapter 9 protection
OBLIGOR PROFILE
The city is located within St. Louis County (Aaa stable),
approximately 13 miles northwest of downtown St. Louis (A1
stable).
LEGAL SECURITY
The general obligation bonds are payable from taxes levied without
limitation as to rate or amount. The certificates of participation
are payable from any legally available sources, subject to annual
appropriation.
CLUB AT SHENANDOAH: Sued by Multibank Over Safren Stocks Liens
--------------------------------------------------------------
The Multibank 2009-1 Res-Adc Venture, LLC, filed an adversary
complaint asking the United States Bankruptcy Court for the Central
District of California, Riverside Division, for a declaratory
judgement in its favor and against The Club at Shenandoah Springs
Village,Inc., for a judicial determination regarding the validity,
priority, and extent of the liens, if any, against the Ronald I.
Safren Stock and the Cary M. Safren Stock.
Multibank alleges that The Club owns various accounts receivable in
the amount of $878,387 for past due fees due and owing from The
Club???s clients. These accounts receivable were listed on Schedule
B of The Club???s bankruptcy schedules, filed on January 7, 2013,
however, the Club failed to list or identify in its bankruptcy
schedules the $800,000 due and owing from the shareholders of The
Club in repayment of the loans from The Club.
Multibank asserts that The Club does not have a valid, perfected
security interest in all or any portion of the Ronald Stock nor the
Carly Stock. Plaintiff further claims that it has a lien against
both stocks that is senior and superior to any lien The Club has
against the Ronald Stock. Due to the existing controversy, it is
necessary that this Court declare the actual rights and obligations
of the parties with respect to the Ronald Stock and Carly Stock and
make a determination, via a declaratory judgment, as to the
validity, priority, and extent of the parties??? liens against the
said Stocks, Multibank adds.
Multibank 2009-1 RES-ADC Venture, LLC, is represented by:
Scott R. Albrecht, Esq.
Jennifer A. Needs, Esq.
SAMUELS, GREEN & STEEL, LLP
19800 MacArthur Boulevard, Suite 1000
Irvine, California 92612
Tel: (949) 263-0004
Fax: (949) 263-0005
Email: salbrecht@sgsattorneys.com
jneeds@sgsattorneys.com
About The Club at Shenandoah
The Club at Shenandoah Springs Village, Inc., owns The Club At
Shenandoah Springs Village, a golf and leisure resort in Thousand
Palms, a desert region of central California. It filed for
Chapter
11 protection (Bankr. C.D. Cal. Case No. 12-36723) on Dec. 3,
2012.
The Debtor disclosed $31,280,992 in assets and $12,840,954 in
liabilities as of the Chapter 11 filing. Judge Mark D. Houle
presides over the case. Daniel A. Lev, Esq., and Steven Worth,
Esq., at SulmeyerKupetz, in Los Angeles, California represent the
Debtor as counsel.
COATES INTERNATIONAL: Issues $52,500 Convertible Note to Investor
-----------------------------------------------------------------
Coates International, Ltd., received proceeds, net of an original
issue discount of $2,500, from a securities purchase agreement and
related convertible promissory note, dated Sept. 11, 2015, in the
face amount of $52,500 issued to Kris Iyer, an independent third
party accredited investor.
The Promissory Note matures in September 2016 and provides for
interest at the rate of seven percent per annum. The Note may be
converted into unregistered shares of the Company's common stock,
par value $0.0001 per share, at the Conversion Price, as defined,
in whole, or in part, at any time beginning 180 days after the date
of the Note, at the option of the Holder. All outstanding
principal and unpaid accrued interest is due at maturity, if not
converted prior thereto.
The Conversion Price will be equal to 70% multiplied by the Market
Price, as defined. The Market Price will be equal to the average
of the three lowest closing prices of the Company's common stock on
the OTC Pink during the 10 trading-day period ending one trading
day prior to the date of conversion by the Holder. The Holder
anticipates that upon any conversion, the shares of stock it
receives from the Registrant will be freely tradable in compliance
with Rule 144 of the U.S. Securities and Exchange Commission.
These notes may be prepaid during the first six months the notes
are outstanding by paying a prepayment penalty 25% during. The
Company has reserved 12,000,000 shares of its unissued common stock
for potential conversion of the convertible note.
The convertible promissory note was privately offered and sold to
the Holder in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws
which the Company believes are available to cover this transaction
based on representations, warranties, agreements, acknowledgements
and understandings provided to the Registrant by the Holder.
About Coates
Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was
incorporated on August 31, 1988, for the purpose of researching,
patenting and manufacturing technology associated with a spherical
rotary valve system for internal combustion engines. This
technology was developed over a period of 15 years by Mr. George
J. Coates, who is the President and Chairman of the Board of the
Company.
The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve. It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.
As of June 30, 2015, the Company had $2.4 million in total assets,
$7.5 million in total liabilities and a stockholders' deficit of
$5.1 million.
In its report on the consolidated financial statements for the year
ended Dec. 31, 2014, Cowan, Gunteski & Co., P.A., expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company continues to have negative
cash flows from operations, recurring losses from operations, and a
stockholders' deficiency.
COLT HOLDING: Lucy Thomson Named Consumer Privacy Ombudsman
-----------------------------------------------------------
Andrew R. Vara, Acting United States Trustee for Region 3, notified
the U.S. Bankruptcy Court for the District of Delaware of his
appointment of Lucy L. Thomson, as Consumer Privacy Ombudsman,
effective Sept. 4, 2015.
Ms. Thomson is a principal of Livingston PLLC, which has an office
located at 1455 Pennsylvania Avenue, N.W. Suite 400, Washington,
D.C. She has no connections with the Colt Holding Company LLC and
its affiliated debtors, any other parties-in-interest, Bankruptcy
Judges, the United States Trustee and staff members of the courts
and the Office of the United States Trustee.
Mr. Vara likewise notified Ms. Thomson that a hearing for approval
of a proposed sale of certain of the Debtors' assets is scheduled
for Oct. 26, 2015 at 10:00 a.m.
Andrew R. Vara, Acting United States Trustee for Region 3, is
represented by:
Tiiara N. A. Patton, Esq.
OFFICE OF THE UNITED STATES TRUSTEE
J. Caleb Boggs Federal Building
844 King Street, Suite 2207, Lockbox 35
Wilmington, DE 19801
Telephone: (302) 573-6491
Facsimile: (302) 573-6497
About Colt Holding Company
Colt Defense LLC is one of the world's oldest and most iconic
designers, developers, and manufacturers of firearms for military,
law enforcement, personal defense, and recreational purposes and
was founded over 175 years ago by Samuel Colt, who patented the
first commercial successful revolving cylinder firearm in 1836 and
began supplying U.S. and international military customers with
firearms in 1847. Colt is incorporated in Delaware and
headquartered in West Hartford, Connecticut.
In 1992, Colt Manufacturing Company, then the principal operating
subsidiary, filed chapter 11 petitions in the U.S. Bankruptcy Court
for the District of Connecticut. An investment by Zilkha & Co.
allowed CMC to confirm a chapter 11 plan and emerge from bankruptcy
in 1994.
Sometime after 1994, majority ownership of the Company transitioned
from Zilkha & Co. to Sciens Capital Management.
On June 14, 2015, Colt Holding Company LLC and 9 affiliates,
including Colt Defense LLC, filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code to pursue a
sale of the assets as a going concern. The cases are pending joint
administration under Case No. 15-11296 (Bankr. D. Del.).
Colt Defense estimated $100 million to $500 million in assets and
debt.
The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny &
Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC, as
claims and noticing agent.
COLT HOLDING: Oct. 7 Hearing Set for Incentive Plan Motion
----------------------------------------------------------
Colt Holding Company LLC and its affiliated debtors are seeking
approval from the U.S. Bankruptcy Court for the District of
Delaware a motion seeking approval of their Key Employee Incentive
Plan.
According to a second notice of the hearing, the Debtors' motion is
scheduled for hearing on Oct. 7, 2015 at 10:00 a.m. The notice
further provides that the deadline for the submission of objections
to the Debtors' motion is set on Sept. 28, 2015, at 4:00 p.m.
The Debtors' attorneys can be reached at:
Mark D. Collins, Esq.
Jason M. Madron, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7702
E-mail: collins@rlf.com
madron@rlf.com
- and -
John J. Rapisardi, Esq.
Peter Friedman, Esq.
Joseph Zujkowski, Esq.
Diana M. Perez, Esq.
O'MELVENY & MYERS LLP
Times Square Tower
Seven Times Square
New York, NY 10036
Telephone: (212)326-2000
Facsimile: (212)326-2061
E-mail: jrapisardi@omm.com
pfriedman@omm.com
jzujkowski@omm.com
dperez@omm.com
About Colt Holding Company
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.
CONSOLIDATED CONTAINER: Extended Debt Maturity No Impact on Moody's
-------------------------------------------------------------------
Moody's Investors Service says Consolidated Container Company LLC's
(B3 negative) announcement that it extended the maturity of its
$125 million asset-based revolver (unrated) by two years to 2019 is
credit positive as it improves the company's maturity profile and
gives it more room to improve operating results and credit metrics
before it has to refinance its capital structure. The announcement
has no impact on ratings as the company's leverage remains high and
free cash flow is negative.
CROSSFOOT ENERGY: Court OKs Sale of Vehicles to Satisfy Frost Lien
------------------------------------------------------------------
CrossFoot Energy, LLC, and its affiliated debtors sought and
obtained from Judge Russel F. Nelms of the U.S. Bankruptcy Court
for the Northern District of Texas, Fort Worth Division,
authorization to sell two vehicles and use the proceeds to pay off
secured debt.
Jeff P. Prostok, Esq., at Forshey & Prostok, L.L.P., in Fort Worth,
Texas relates that CFO owns two vehicles: a 2012 Chevrolet Suburban
and a 2012 Ford F-250. He further relates that Frost Bank holds a
first-priority lien on the Vehicles to secure payment of a note
(the "Frost Note") and that the current balance of the Frost Note
is approximately $42,209 plus attorney's fees of $2,555.
Mr. Prostok relates that Frost filed its Motion to Lift Automatic
Stay against Property of the Estate or, in the Alternative, for
Adequate Protection and that the Court entered the Agreed Order
Lifting Stay granting the Frost Lift-Stay Motion, as well as
providing that the automatic stay would be lifted as of Aug. 1,
2015 to allow Frost to repossess the Vehicles.
Mr. Prostok tells the Court that John Boylan, the Debtors' CRO, has
offered to purchase the Suburban from CFO's bankruptcy estate for
$26,000. He further tells the Court that Gene Pickens, who has
served as the Debtors' Field Production Supervisor, has offered to
purchase the Ford F-250 for $27,625.
Mr. Prostok contends that the Debtors have determined in the sound
exercise of their business judgment that the sale of the Vehicles
is in the best interest of their estates and creditors. He further
contends that the Debtors have determined that they have
substantial equity in the Vehicles and no longer need the Vehicles
in connection with their ongoing business operations. Mr. Prostok
concludes that the sale of the Vehicles will maximize the value for
the Debtors' estates and will be in the best interests of their
creditors as the proposed sale will satisfy Frost's lien and
provide the Debtors with much needed working capital to pay
operating expenses.
CrossFoot's attorneys can be reached at:
Jeff P. Prostok, Esq.
Clarke V. Rogers, Esq.
FORSHEY & PROSTOK LLP
777 Main St., Suite 1290
Ft. Worth, TX 76102
Telephone: (817)877-8855
Facsimile: (817)877-4151
E-mail: jprostok@forsheyprostok.com
crogers@forsheyprostok.com
About CrossFoot Energy
Based in Fort Worth, Texas, with a field office in Midland,
Texas, CrossFoot Energy, LLC, and its affiliates operate an oil
and gas company focused on the acquisition and improvement of
lower-risk, long live proven reserves. CrossFoot's primary
production occurs out of the Siluro-Devonian formation with
significant additional shallower reserves behind-pipe in the
Spraberry, Wolfcamp, Strawn, Penn Lime and Mississippian
formations.
CrossFoot Energy, LLC, and its affiliates sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 14-44668) in Ft.
Worth, Texas on Nov. 20, 2014. The case is assigned to Judge
Russell F. Nelms.
Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Ft. Worth,
Texas, serves as counsel to the Debtors.
As of the Petition Date, secured creditor Prosperity Bank is owed
$12.1 million.
CUBIC ENERGY: BDO USA Quits as Accountants
------------------------------------------
BDO USA, LLP, has resigned as Cubic Energy, Inc.'s independent
registered public accounting firm, according to a document filed
with the Securities and Exchange Commission.
BDO was initially retained as the Company's independent registered
public accounting firm on July 14, 2014, to audit the Company's
financial statements as of and for the fiscal year ended June 30,
2014. The audit report of BDO on the Company's consolidated
financial statements as of and for the fiscal year ended June 30,
2014, did not contain an adverse opinion or disclaimer of opinion,
nor was such report qualified or modified as to uncertainty, audit
scope or accounting principles, except that BDO included a
qualification as to its substantial doubt regarding the ability of
the Company to continue as a going concern.
The Company disclosed that since the time that BDO was retained as
its independent registered public accounting firm and through Sept.
11, 2015, there were (a) no disagreements between the Company and
BDO on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures.
In September and October 2014, the Company identified material
weaknesses in internal controls over financial reporting in
connection with the Company's (a) financial reporting and
disclosure process (b) accounting for asset retirement obligations
and (c) accounting for certain complex accounting transactions, all
as more fully described in the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 2014.
About Cubic Energy
Cubic Energy, Inc., headquartered in Dallas, Texas, is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.
BDO USA, LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2014. The independent accounting firm noted
that the Company has suffered recurring losses from operations,
has violated covenants of its debt agreements, has a working
capital deficit and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.
The Company reported net income of $9.11 million on $15.9 million
of total revenues for the fiscal year ended June 30, 2014, compared
with a net loss of $5.93 million on $3.84 million of total revenues
last year.
As of March 31, 2015, the Company had $121 million in total assets,
$115 million in total liabilities, $988 in redeemable preferred
stock, and $6.09 million in total stockholders' equity.
CURTIS JAMES JACKSON: Told to Protect Investment Accounts
---------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that a
bankruptcy watchdog told rapper 50 Cent that more than $7 million
he's keeping in investment accounts with Credit Suisse, Merrill
Lynch and Goldman Sachs isn't safe enough.
According to the report, U.S. Department of Justice lawyers are
pushing for the 40-year-old entertainer, whose real name is Curtis
James Jackson III, to take extra steps to protect $7,019,155 he's
keeping in three investment accounts. That investment money makes
up a healthy chunk -- roughly 25% -- of his net worth, lawyers said
in documents filed Sept. 15 in U.S. Bankruptcy Court in Hartford,
Conn., the report related.
Curtis James Jackson, III, aka 50 Cent, filed for Chapter 11
bankruptcy protection (Bankr. D. Conn. Case No. 15-21233) on July
13, 2015.
DALLAS PROTON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Dallas Proton Treatment Center, LLC 15-33783
4747 Executive Dr., Suite 590
San Diego, CA 92121
Dallas Proton Treatment Holdings, LLC 15-33784
4747 Executive Drive, Suite 590
San Diego, CA 92121
Chapter 11 Petition Date: September 17, 2015
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Stacey G. Jernigan
Debtors' Counsel: Mark C. Moore, Esq.
GARDERE WYNNE SEWELL LLP
1601 Elm Street, Suite 3000
Dallas, TX 75201
Tel: (214) 999-4150
Fax: (214) 999-3150
Email: mmoore@gardere.com
Estimated Estimated
Assets Liabilities
------------ -----------
Dallas Proton Treatment Center $10MM-$50MM $1MM-$10MM
Dallas Proton Treatment Holdings $50MM-$100MM $50MM-$100MM
The petition was signed by James Thomson, chief technology
officer/manager.
A. List of Dallas Proton Treatment Center's Eight Largest
Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Signet Development, Ltd. $478,878
800 West Monroe Street
Jacksonville, FL 32202
Paul Hastings, LLP $121,544
Perkins + Will, Inc. $83,471
Locke Lord Bissell & Liddell LLP $38,658
McGladrey, LLP $35,300
Market Center Land LP $24,000
Universal Fence Company $2,970
Crossroads, L.P. $954
B. List of Dallas Proton Treatment Holdings's 20 Largest Unsecured
Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Zeitgeist Capital LLC $8,049,143
2711 N. Haskell Avenue, Suite 2800
Dallas, TX 75204
Lulu Limited $2,697,500
4501 Beverly Dr.
Dallas, TX 75205
UTPT Capital, LLC $2,525,479
455 Elm St. Suite 100
Graham, TX 76450
TRW Properties II LLC $2,020,384
PO Box 568887
Dallas, TX 75356
Gregory F. Baiano $2,000,000
2804 Bluebird Lane
Midland, TX 79705
Desert 2013 Partnership $1,010,192
6116 N. Central Expressway
Suite 313
Dallas, TX 75206
Sterling A. May $505,096
3916 Protomac Ave
Dallas, TX 75205
SW Proton Holdings LLC $505,096
4512 Westway Ave.
Dallas, TX 75205
Ecko Resources LLC $505,096
PO Box 191089
Dallas, TX 75219
Rose Family Trust B $303,058
5548 Falls Rd.
Dallas, TX 75220
Mark J. and Mary Lou Kyriacou $303,058
308 Bayou Dr.
Channelview, TX 77530
David A. and Caren R. Cerutti $303,058
4338 San Carlos St.
Dallas, TX 75205
William A. Montgomery $252,548
3401 Lee Parkway #2403
Dallas, TX 75219
Robert W. and Dawna C. Nelson $252,548
428 Country Club Terrace
Edmond, OK 73025
Harris Investment $202,078
Management LLC
Ezzell Family Trust $202,038
D.H. Baker II $202,038
Scott H. Freeman $200,000
Richard H. Schneider $200,000
Alan L. Maudlin 1996 Rev Trust $200,000
DOMARK INTERNATIONAL: Reports $3 Million Net Loss for Fiscal 2015
-----------------------------------------------------------------
Domark International, Inc. filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$3 million on $0 of sales for the year ended May 31, 2015, compared
to a net loss of $3.6 million on $0 of sales for the year ended May
31, 2014.
As of May 31, 2015, the Company had $1.3 million in total assets,
$4.6 million in total liabilities and $3.3 million total
stockholders' deficit.
For the period March 30, 2006 (inception) to May 31, 2015, the
Company incurred net losses of $48,962,791. Furthermore, the
Company said it has inadequate working capital to maintain or
develop its operations, and is dependent upon funds from private
investors and the support of certain stockholders.
These factors, according to the Company, raise substantial doubt
about its ability to continue as a going concern.
Liquidity and Capital Resources
"Our operating requirements have been funded primarily through
financing facilities and sales of our common stock. The Company
will continue to require financing from loans and notes payable
until such time our business has generated income sufficient to
carry our operating costs," the Company states in the report.
Cash used in operating activities for the fiscal year 2015 was
$303,239 compared to $1,323,233 for the fiscal year 2014.
Depreciation and amortization expense for fiscal year 2015 was
$217,440 as compared to $62,685 for fiscal 2014. The decrease was
due primarily to a reduction of consultant pay, and the derivative
liability evaluation adjustment for the Company.
Cash used in investing activities was $0 for the fiscal year 2015,
compared to $195,753 for the fiscal year 2014.
Cash provided by financing activities was $340,566 for fiscal year
2015 as compared to $1,519,426 for fiscal 2014. Financing
activities consisted of cash received from shareholders and notes
payable.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/MFqcp1
About Domark International
Based in Lake Mary, Florida, DoMark International, Inc., was
incorporated under the laws of the State of Nevada on March 30,
2006. The Company was formed to engage in the acquisition and
refinishing of aged furniture using exotic materials and then
reselling it through interior decorators, high-end consignment
shops and online sales. The Company abandoned its original
business of exotic furniture sales in May of 2008 and pursued the
acquisition of entities to best bring value to the company and its
shareholders.
For the nine months ended Feb. 28, 2015, the Company reported a net
loss of $1.86 million on $0 of sales compared to a net loss of
$2.34 million on $0 of sales for the same period a year ago.
DOVER DOWNS: Extends Maturity of 2011 Credit Agreement to 2016
--------------------------------------------------------------
Dover Downs Gaming and Entertainment, Inc., and its wholly owned
subsidiaries Dover Downs, Inc. and Dover Downs Gaming and
Management Corp., modified its credit agreement dated June 17,
2011, with its bank group.
The credit facility was modified to: extend the maturity date to
Sept. 30, 2016; adjust the maximum borrowing limit to $45,000,000
as of Sept. 14, 2015, and to $40,000,000 as of March 31, 2016; and
modify the maximum leverage ratio, the minimum consolidated
tangible net worth requirement and the minimum consolidated
earnings before interest, taxes, depreciation and amortization
requirement.
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.
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.
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.
ELBIT IMAGING: EPI Gets Commitment to Buy Scheme in India
---------------------------------------------------------
Elbit Imaging Ltd. announced that its subsidiary, Elbit Plaza India
Real Estate Holdings Limited, has obtained a backstop commitment
for the purchase of Chennai, India Scheme.
EPI (a jointly controlled subsidiary held by the Company and its
subsidiary (45%), Plaza Centers N.V.), which has been in
discussions regarding the sale of EPI's 80% stake in Kadavanthara
Builders Private Limited, an Indian company which owns an
approximately 74.7 acre plot in Chennai, India, has obtained a
commitment that, subject to the fulfilment of certain conditions
precedent, the sale transaction will be completed by Jan. 15 2016.
The expected aggregate net disposal price to EPI is approximately
EUR21.6 million (INR 161.7 Crores), net of all transaction related
costs. If completion does not take place by the Long Stop Date,
then EPI's stake in the SPV will be increased to 100%.
There is no expected substantial influence on the Company financial
results as a result of the execution of the transaction.
About Elbit Imaging
Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
holds investments in real estate and medical companies. The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.
Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors. Elbit has said it has been
hanging by a thread for more than five months. It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets. In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.
Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.
In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M. The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage. Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days. Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.
As of June 30, 2015, the Company had NIS 2.8 billion in total
assets, NIS 2.5 billion in total liabilities and NIS 338.3 million
in shareholders' equity.
ENDEAVOUR INT'L: Likely to be Converted to Ch. 7, Judge Says
------------------------------------------------------------
Tom Corrigan, writing for Dow Jones' Daily Bankruptcy Review,
reported that a bankruptcy judge said on Sept. 18 that he was
considering converting Endeavour International Corp .'s chapter 11
case to a liquidating chapter 7 under the control of a
court-appointed trustee.
According to the report, Endeavour, a Houston-based oil and gas
firm, arrived in U.S. Bankruptcy Court in Wilmington, Del., to ask
Judge Kevin J. Carey to end its chapter 11 case in a so-called
structured dismissal, a request that has drawn heavy fire from
junior creditors who claim they are getting shortchanged.
As previously reported by The Troubled Company Reporter, Endeavour
said that dismissing its Chapter 11
bankruptcy case by the end of October 2015 would bring an
"efficient, timely and economical" resolution by providing for an
orderly wind-down. The Company said in court filings that none of
its creditors would benefit from having its bankruptcy converted to
Chapter 7 as its official committee of unsecured creditor wants.
About Endeavour International
Houston, Texas-based Endeavour International Corporation (OTC:
ENDRQ) (LSE: ENDV) is an oil and gas exploration and production
company focused on the acquisition, exploration and development of
energy reserves in the North Sea and the United States.
On Oct. 10, 2014, Endeavour International and five affiliates
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-12308, Endeavour
Operating Corp.). The Hon. Kevin J. Carey presides over the
cases.
As of June 30, 2014, the Company had $1.55 billion in total
assets, $1.55 billion in total liabilities, $43.7 million in
Series
C convertible preferred stock, and a $41.5 million stockholders'
deficit.
Endeavour Operating Corporation, in its schedules, disclosed
$808,358,297 in assets and $1,242,480,297 in liabilities as of the
Chapter 11 filing.
The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.
The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Endeavour Operating Corporation and its debtor affiliates. The
Committee is represented by David M. Bennett, Esq., Cassandra
Sepanik Shoemaker, Esq., and Demetra L. Liggins, Esq., at Thompson
& Knight LLP, and Neil B. Glassman, Esq., Scott D. Cousins, Esq.,
and Evan T. Miller, Esq., at Bayard, P.A. Alvarez & Marsal North
America, LLC, serves as financial advisors to the Committee, while
UpShot Services LLC serves as website administrator.
* * *
U.S. Bankruptcy Judge Kevin J. Carey in of Delaware, on Dec. 22,
2014, approved the disclosure statement explaining Endeavour
Operating Corporation, et al.'s joint plan of reorganization.
The Amended Plan, dated Dec. 19, 2014, provides that it is
supported by creditors who collectively hold 82.99% of the March
2018 Notes Claims (Class 3), 70.88% of the June 2018 Notes Claims
(Class 4), 99.75% of the 7.5% Convertible Bonds Claims (Class 5),
and 69.08% of the Convertible Notes Claims (Class 6). The Amended
Plan also provides that holders of general unsecured claims will
recover an estimated 15% of the total claims amount, which is
estimated to be $6,000,000.
The hearing to consider confirmation of the Amended Joint Plan of
Reorganization, dated Dec. 23, 2014, of Endeavour Operating
Corporation and its affiliated debtors, including Endeavour
International Corporation, has been adjourned to a date to be
determined.
On April 29, 2015, the Debtor announced that, as a result of
recent
declines in oil and gas prices, the Company withdrew the proposed
Plan.
ENERGY FUTURE: Authorized to Enter into Plan Support Agreement
--------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that a Delaware
bankruptcy judge on Sept. 17, 2015, approved Energy Future Holdings
Corp.'s entry into a plan support agreement with certain
stakeholders, bolstering the Company's bid for ultimate approval of
its $13 billion reorganization plan later this year.
U.S. Bankruptcy Judge Christopher Sontchi signed off on EFH
entering into the PSA at a hearing in Delaware, a company spokesman
confirmed in an email, the report said.
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas. Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases
jointly administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors. The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring. The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.
ENERGY FUTURE: Unit Challenges Bid for Make-Whole Payments
----------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that an Energy
Future Holdings Inc. subsidiary objected to a bid brought by the
trustee for second-lien noteholders to lift a bankruptcy stay in
order to allow for payment of so-called make-whole premiums, saying
it stands to lose at least $900 million if the stay is lifted.
Energy Future Intermediate Holding Co. LLC said granting the
noteholders' request would erode the value of the estate and place
a group of lenders above other creditors.
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas. Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases
jointly administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors. The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring. The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.
EVERGREEN INT'L: World Fuel Seeks to Pursue Hangar Dispute
----------------------------------------------------------
Michael Macagnone at Bankruptcy Law360 reported that one of the
creditors for Evergreen International Aviation Inc. wants relief
from a Delaware bankruptcy court's stay, asking the court to let it
pursue an Oregon state action over a disputed 30,000-square-foot
hangar used to secure a $9 million claim.
World Fuel Services Inc. argued that leaving the stay in place
would substantially harm the company's interest in the hangar,
transferred from Evergreen Holdings Inc. in 2013 for a debt on
unpaid fuel expenses.
About Evergreen International
Evergreen International Aviation Inc., an air cargo carrier that
halted operations in November 2013, filed a petition for
liquidation in Chapter 7 on Dec. 31, 2013 (Bankr. D. Del. Case No.
13-13363).
Three creditors owed a total of $468,000 filed an involuntary
bankruptcy petition in Brooklyn, New York on Dec. 18, 2013 (Bankr.
E.D.N.Y. Case No. 13-47494). By filing a voluntary petition,
Evergreen indicated a preference for being liquidated in Delaware
rather than in Brooklyn.
The petition in Delaware listed assets worth less than $100
million and debt exceeding $100 million.
FANNIE MAE: Charlynn Goins Resigns from Board
---------------------------------------------
Fannie Mae's Board of Directors accepted Charlynn Goins'
resignation from the Board of Directors effective Sept. 30, 2015,
pursuant to the Company's mandatory retirement age for members of
the Board of Directors, according to a regulatory filing with the
Securities and Exchange Commission.
About Fannie Mae
Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.
The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.
Fannie Mae reported net income of $84.0 billion on $117.54
billion of total interest income for the year ended Dec. 31, 2013,
as compared with net income of $17.2 billion on $129 billion
of total interest income for the year ended Dec. 31, 2012.
As of June 30, 2015, Fannie Mae had $3.2 trillion in total assets,
$3.2 trillion in total liabilities and $6.1 billion in total
equity.
About Freddie Mac
Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets. Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders. Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.
Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.
FIRST DATA: Appoints Himanshu Patel Chief Financial Officer
-----------------------------------------------------------
Himanshu A. Patel was appointed as executive vice president, chief
financial officer of First Data Corporation, effective as of Sept.
14, 2015.
Mr. Patel previously was First Data's executive vice president,
Strategy, Planning and Business Development and served in that role
since joining First Data in June 2013. Before joining First Data,
he served in various roles at JPMorgan Chase & Co. since 1997,
including as a Managing Director from 2011 to 2013 leading strategy
for the mortgage banking division and as a Senior Equity Analyst
from 2001 to 2011.
About First Data
Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.
First Data reported a net loss attributable to the Corporation of
$458 million on $11.2 billion of total revenues for the year ended
Dec. 31, 2014, compared with a net loss attributable to the
Corporation of $869 million on $10.8 billion of total revenues
during the prior year.
As of March 31, 2015, the Company had $34.13 billion in total
assets, $31.7 billion in total liabilities, $78 million in
redeemable noncontrolling interest, and $2.35 billion in total
equity.
* * *
The Company carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.
FIVE S PLUS: Disclosure Statement Hearing on Sept. 30
-----------------------------------------------------
With respect to the Chapter 11 case of Five S Plus, LLC, Judge John
F. Kolwe of the U.S. Bankruptcy Court for the Western District of
Louisiana will convene a hearing on Sept. 30, 2015 at 9:30 a.m. the
U.S. Courthouse, 2nd Floor Courtroom, Alexandria, Louisiana, to
consider:
1. The adequacy of the disclosure statement and any objections or
modifications thereto,
2. Fix a time within which holders of claims and interests may
accept or reject the plan, and
3. Fix a date for the hearing on confirmation of the plan of
reorganization.
Objections are due at least 7 business days before the hearing.
Five S Plus owns 4,500 acres of land extending over Rapides and
Grant Parishes. The property consists of both recreation hunting
land and production farming land. The Debtor was previously
engaged in farming operations on the property but ceased those
operations in the spring of 2015. The Debtor anticipates resuming
farming operations on the property at some point in the future.
The real estate owned by the Debtor is mortgaged. The Debtor was
unable to make payments and the mortgagor initiated foreclosure
proceedings, which prompted the Chapter 11 filing.
The Plan designates three classes of claims
-- The secured claim of Trustland Mortgage (Class 1), totaling
$3.44 million, will be paid in full out of the proceeds of the sale
of a portion of the collateral securing its claim. The Debtor will
have one year from the effective date of the Plan to market and
sell all or a portion of the collateral securing the claim of
Trustland Mortgage in an amount sufficient to satisfy the claim.
This claim will continue to accrue postpetition interest at the
rate of 5.00% per annum (prime rate of 3.25% plus 1.75% premium)
until paid in full. The Creditor will retain its lien on the
collateral until its secured claim has been paid in full. The
class is impaired.
-- All unsecured claims without priority (Class 2), totaling
$92,800, will be paid in full out of the proceeds of the sale of
real estate owned by the debtor. The class is impaired.
-- Equity holders (Class 3) will retain their equity/membership
interest in Five S Plus, LLC. Title to property of the estate,
subject to existing liens which are valid in bankruptcy, will vest
in the Debtor in Possession upon confirmation of the Plan.
A copy of the Disclosure Statement dated Aug. 30, 2015, is
available for free at:
http://bankrupt.com/misc/Five_S_Plus_DS.pdf
About Five S Plus
Five S Plus, LLC, doing business as River Rouge Plantation of
Louisiana, commenced a Chapter 11 bankruptcy case (Bankr. W.D. La.
Case No. 15-80398) on April 10, 2015, in Alexandria, Louisiana.
Aaron L. Slayter, Jr., the managing member, signed the petition.
Five S Plus -- http://www.fivesplus.com/-- owns the River Rouge
Plantation, a 5,000-acre property located on the banks of the Red
River, stretching from Boyce to Colfax, Louisiana. The property
was used for cattle to graze, farming, and recreation. This
property, formerly called Mead Plantation, or Meadland, dates back
to the early 1800s, when it was owned by Joshua R. Mead and his
family. The land changed hands several times, and in 2003, the
farm was purchased by the Slayter family, owners of Five S Plus
cattle company.
L. Laramie Henry, Esq., serves as counsel to the Debtor.
FLINTKOTE COMPANY: Plan Filing Exclusivity Extended to Oct. 31
--------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware extended the period during which The Flintkote Company
and Flintkote Mines Limited have the exclusive right to file a
Chapter 11 plan of reorganization until the earlier of (a) the
effective date and (b) Oct. 31, 2015.
Judge Walrath also extended the period during which the Debtors
have the exclusive right to solicit acceptances of their Chapter 11
plan of reorganization until the earlier of (a) the effective date
and (b) Dec. 31, 2015.
The Debtors asserted that they seek extension of the exclusive
periods out of an abundance of caution and in order to preserve
exclusivity while they take the necessary steps to consummate the
plan, including seeking certain approvals from the Canadian
government of the merger of the Debtors contemplated by the Plan.
The Plan Proponents fully intend to consummate the Plan and are
optimistic that the Plan will go effective within the next 60
days.
At this stage in the Debtors' cases, terminating exclusivity will
not result in a "better" plan, but may instead distract the Plan
Proponents from their efforts to consummate the Plan, the Debtors
asserted. Therefore, the Debtors believe it is appropriate and
beneficial for their estates to preserve exclusivity during this
final window until the Plan has gone effective. In addition, the
Debtors seek extension of the exclusive periods as they need to
consider the complexity of the case and extensive good faith
progress toward reorganization, they are paying debts as they come
due, the progress in negotiating their creditors, and the length of
time the case has been pending.
About The Flintkote Company
Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials. Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals. The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004. Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq.,
at Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E.
Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.
James J. McMonagle, is the legal representative for future
claimants. The FCR has retained Dr. Timothy Wyant as claims
evaluation consultant. The FCR is represented by James L. Patton,
Jr., Esq., and Edwin J. Harron, Esq., at Young Conaway Stargatt &
Taylor, LLP; and Reginald W. Jackson, Esq., at Vorys, Sater,
Seymour & Pease LLP.
When Flintkote filed for protection from its creditors, it
estimated more than $100 million each in assets and debts. When
Flintkote Mines Limited filed for protection from its creditors, it
estimated assets of $1 million to $50 million, and debts of more
than $100 million.
The Debtors' Chapter 11 cases have been re-assigned to Judge Mary
F. Walrath in line with the retirement of former Bankruptcy Judge
Judith Fitzgerald.
FREESEAS INC: Receives NASDAQ Notice of Bid Price Deficiency
------------------------------------------------------------
FreeSeas Inc. received from The NASDAQ Stock Market a letter, dated
Sept. 14, 2015, stating that, for the previous 30 consecutive
business days, the bid price of the Company's common stock closed
below the minimum $1.00 per share. This is a requirement for
continued listing on the NASDAQ Capital Market pursuant to NASDAQ
Marketplace Rule 5550(a)(2). The NASDAQ letter has no immediate
effect on the listing of the Company's common stock, which will
continue to trade on the NASDAQ Capital Market under the symbol
"FREE".
In accordance with NASDAQ Marketplace Rule 5810(c)(3)(A), the
Company has a grace period of 180 calendar days, which expires on
March 14, 2016, to regain compliance with the "Minimum Bid Price
Rule", by maintaining a closing bid price of at least $1.00 per
share for a minimum of ten consecutive business days during the
Compliance Period. In the event the Company does not regain
compliance, the Company may be eligible for an additional grace
period of 180 calendar days if it satisfies the continued listing
requirement for market value of publicly held shares and all other
initial listing standards (with the exception of the Bid Price
Rule) for listing on the NASDAQ Capital Market, and submits a
timely notification to NASDAQ of its intention to cure the
deficiency during the second compliance period, by effecting a
reverse stock split of the shares of its Common Stock, if
necessary. If the Company meets these requirements, the NASDAQ
will inform the Company that it has been granted an additional 180
calendar days. However, if it appears to NASDAQ's Staff that the
Company will not be able to cure the deficiency, or if the Company
is otherwise not eligible, the NASDAQ will provide notice that its
securities will be subject to delisting. At that time, the Company
may also appeal NASDAQ's delisting determination to a NASDAQ
Hearings Panel. The Company said it intends to evaluate available
options to resolve the deficiency and regain compliance with the
Minimum Bid Price Rule.
About FreeSeas Inc.
Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies. The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.
The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks." As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.
Freeseas reported a net loss of $12.7 million in 2014, a net loss
of $48.7 million in 2013 and a net loss of $30.9 million in 2012.
As of Dec. 31, 2014, the Company had $64.25 million in total
assets, $39.2 million in total liabilities and $25 million total
shareholders' equity.
RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2014, citing that the Company has incurred recurring operating
losses and has a working capital deficiency. In addition, the
Company has failed to meet scheduled payment obligations under its
loan facilities and has not complied with certain covenants
included in its loan agreements. Furthermore, the vast majority of
the Company's assets are considered to be highly illiquid and if
the Company were forced to liquidate, the amount realized by the
Company could be substantially lower that the carrying value of
these assets. Also, the Company has disclosed alternative methods
of testing the carrying value of its vessels for purposes of
testing for impairment during the year ended December 31, 2014.
These conditions among others raise substantial doubt about the
Company's ability to continue as a going concern.
GARLOCK SEALING: Asbestos Panel Wants Plan Talks Out of Discovery
-----------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants (the
ACC) in the Chapter 11 cases of Garlock Sealing Technologies LLC,
et al., is asking the U.S. Bankruptcy Court for the Western
District of North Carolina to enter a protective order determining
that communications undertaken in the course of plan negotiations
are not a proper subject for discovery in the contested
confirmation proceeding now underway.
Since the Debtors filed their Chapter 11 petitions more than five
years ago, the parties' principals and counsel have engaged in
discussions and negotiations with a view to achieving a consensual
plan of reorganization. Unfortunately, efforts to produce a fully
consensual plan have fallen short so far. In January 2015,
however, the Debtors put forth their Second Amended Plan of
Reorganization and announced the Future Asbestos Claimants'
Representative (FCR)'s agreement to support it.
The ACC opposes the Plan. Confirmation objections are not due to be
filed until Oct. 6, 2015.
In a voluntary non-binding preliminary statement, however, the ACC
has noted its intention to object to confirmation of the Plan as
failing to satisfy subsections (1), (3), (7), and (11) of
Bankruptcy Code section ?? 1129(a), and as violating the Absolute
Priority Rule embodied in sections 1129(b)(1) and 1129(b)(2)(B).
Fact discovery for the confirmation proceeding is underway. The
Case Management Order establishes an ambitious schedule under which
written discovery and the deposition of fact witnesses are to be
completed by Nov. 17, 2015.
The FCR has taken the position that, in deciding to support the
Plan, he relied on the negotiations among the parties. His counsel
therefore expressed his intention to produce all documents
reflecting such communications, save only communications received
from Debtors that they wish to protect as work product immune from
discovery.
The ACC, however, believes that contents of plan negotiations does
not fall within the proper scope of discovery for the confirmation
proceeding.
Counsel to the ACC, Travis W. Moon, Esq., at Moon Wright & Houston,
PLLC, tells the Court, "[C]ommunications about the substance of
plan negotiations -- all of which the parties undertook on the
basis of strict confidentiality -- are not relevant to any
confirmation issue and would not be reasonably calculated to lead
to the discovery of other admissible evidence. The disputed issues
for confirmation should be litigated and decided on the basis of
what the Plan says and what the Plan would do if it took effect ???
not on what any party said in the course of negotiations. That
negotiations took place is of course undisputed. But it is the
contents of the Plan itself, not the contents of negotiations, that
are probative of the factual and legal issues the Court must decide
in order to determine whether or not to confirm the Plan."
A full-text copy of ACC's motion is available for free at:
http://bankrupt.com/misc/Garlock_M_ACC_Pro_Ord.pdf
The ACC's attorneys can be reached at:
MOON WRIGHT & HOUSTON, PLLC
Travis W. Moon, Esq.
227 West Trade Street, Suite 1800
Charlotte, NC 28202
Telephone: (704) 944-6560
E-mail: tmoon@mwhattorneys.com
About Garlock Sealing
Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than
a century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.
On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code. The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.
Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort. Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
For asbestos matters.
The Official Committee of Asbestos Personal Injury Claimants in
the
Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.
Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P.
Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his
co-counsel.
Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against Garlock Sealing at $125 million, consistent with
the
positions GST put forth at trial.
In January 2015, the Debtors filed their Second Amended Plan of
Reorganization, which is backed by the Future Asbestos Claimants'
Representative (FCR). The confirmation hearing is slated to begin
June 20, 2016.
GARLOCK SEALING: Plaintiffs Seek to Quash Manville Trust Subpoena
-----------------------------------------------------------------
Certain personal injury plaintiffs who have been injured or have
died as a result of asbestos exposure, represented by Camp Fiorante
Matthews Mogerman, and Motley Rice, LLC, are asking the U.S.
Bankruptcy Court for the Western District of North Carolina to
quash, and enter a protective order against, a subpoena issued by
Garlock Sealing Technologies LLC, et al., to the Manville Trust.
The Debtors served a subpoena seeking information from that Trust,
ostensibly, in order to "obtain limited, non-privileged data about
persons asserting non-mesothelioma claims against the Debtors for
use in the estimation proceeding."
The Debtors have submitted a plan of reorganization where the Court
ordered a claims bar date and voting as of Oct. 6, 2015. In their
efforts to confirm their proposed plan, the Debtors, through the
subpoena and the information they hope to receive from the Manville
Trust, seek data relevant to estimation of non-mesothelioma claims
and ultimately to the feasibility of their plan of reorganization
in regards to their present and future financial liabilities.
The Debtors' extraordinarily broad requests seek, inter alia, the
production of 19 categories of data and documents for 91,000 or
more Manville Trust claimants.
Among other things, the Plaintiffs argue that the "first name, last
name only" search methodology proposed by the Debtors and approved
by the Court has identified plaintiffs and corresponding
information that is irrelevant to the current estimation
proceeding. The subpoena, even as approved, requires the Manville
Trust to disclose data for thousands or potentially tens of
thousands of individuals who share the same name as Debtors
claimants but have either no claim against the Debtors or no intent
to file a claim against the Debtors at this time. Data and such
corresponding documents for the Debtors "initial matching
claimants" created a new class of individual plaintiffs who have
not now nor have they ever alleged or even asserted a claim against
the Debtors: false positive matched plaintiffs."
A full-text copy of the Plaintiffs' motion is available for free
at:
http://bankrupt.com/misc/Garlock_M_Manville_Pro_Ord.pdf
The Plaintiffs' attorneys can be reached at:
John D. Hurst, Esq.
Joseph F. Rice, Esq.
Nathan D. Finch, Esq.
MOTLEY RICE LLC
28 Bridgeside Blvd.
P.O. Box 1792
Mount Pleasant, SC 29465
Tel: (843) 216-9000
Fax: (843) 216-9440
E-mail: jhurst@motleyrice.com
jrice@motleyrice.com
nfinch@motleyrice.com
About Garlock Sealing
Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than
a century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.
On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code. The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.
Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort. Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
For asbestos matters.
The Official Committee of Asbestos Personal Injury Claimants in the
Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.
Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P.
Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his
co-counsel.
Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against Garlock Sealing at $125 million, consistent with the
positions GST put forth at trial.
In January 2015, the Debtors filed their Second Amended Plan of
Reorganization, which is backed by the Future Asbestos Claimants'
Representative (FCR). The confirmation hearing is slated to begin
June 20, 2016.
GELTECH SOLUTIONS: Issues $200,000 Convertible Note to Mr. Reger
----------------------------------------------------------------
GelTech Solutions, Inc., issued Mr. Reger a $200,000 7.5% secured
convertible note in consideration for a $200,000 loan on Sept. 14,
2015, according to a document filed with the Securities and
Exchange Commission.
The note is convertible at $0.625 per share and matures on
Dec. 31, 2020. Repayment of the note is secured by all of the
Company's assets including its intellectual property and inventory
in accordance with a secured line of credit agreement between the
Company and Mr. Reger. Additionally, the Company issued Mr. Reger
160,000 two-year warrants exercisable at $2.00 per share.
About GelTech
Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006. The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.
GelTech incurred a net loss of $7.1 million for the year ended June
30, 2014, compared to a net loss of $5.2 million for the year ended
June 30, 2013.
Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2014, citing that the Company has a net
loss and net cash used in operating activities in 2014 of
$7,111,945 and $5,132,019 respectively and has an accumulated
deficit and stockholders' deficit of $35,133,578 and $1,898,315,
respectively, at June 30, 2014. These matters raise substantial
doubt about the Company's ability to continue as a going concern.
GENERAL MOTORS: Hilliard Responds to Barra's Bankruptcy Comments
----------------------------------------------------------------
Bob Hilliard, appointed by the Federal Judge in the GM MDL
litigation to be the lead attorney for all personal injury and
death cases caused by GM's defective ignition switch, responds to
Mary Barra's statements regarding GM's recent settlements, and
calls on GM to resolve Pre-Bankruptcy cases.
On September 17, 2015, Ms. Barra addressed GM employees at a Town
Hall Meeting stating, "We didn't do our job and as part of our
apology to the victims we promise to take responsibility for our
actions."
Mr. Hilliard reached a settlement with GM on behalf of 1379 of his
clients, including 50 death claims, all involving accidents which
occurred after GM filed for Bankruptcy in July of 2009.
Mr. Hilliard states, "If Ms. Barra wants to truly lead this company
by example, then she must insist that her attorneys quit hiding
behind the bankruptcy shield and agree to compensate these victims.
Why? Because it is the right thing to do. Because it puts backbone
and substance into her promise. But mostly, because there are
victims who deserve her respect and her acknowledgement."
About HMG
Hilliard Munoz Gonzales LLP -- http://www.hmglawfirm.com/--
specializes in mass torts, personal injury, product liability,
commercial and business litigation, and wrongful death. Hilliard
Munoz Gonzales LLP has been successfully representing clients in
the United States and Mexico since 1986. Bob Hilliard obtained the
Largest Verdict in the country in 2012 and the #1 verdict in Texas
in 2013.
HMG is actively seeking to represent other victims of GM's
defective vehicles.
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, $69.2 million in total liabilities and $945 million in net
assets in liquidation.
GEOMET INC: Central Securities Reports 6.1% Stake
-------------------------------------------------
Central Securities Corporation disclosed in an amended Schedule 13G
filed with the Securities and Exchange Commission that as of Dec.
31, 2013, it beneficially owned 2,339,669 shares common stock
calculated as: 0 shares of common stock plus 2,339,669 shares
common stock issuable upon conversion of 304,157 shares Series A
Convertible Redeemable Pfd. Stock, representing 5.4% assuming the
conversion of 304,157 shares of Series A Convertible Redeemable
Pfd. Stock. A copy of the regulatory filing is available for free
at http://is.gd/aXm5YR
In a subsequent filing, Central Securities disclosed that as of
Dec. 31, 2014, it beneficially owned 2,646,108 shares common stock
calculated as: 0 shares of common stock plus 2,646,108 shares
common stock issuable upon conversion of 343,994 shares Series A
Convertible Redeemable Pfd. Stock, representing
6.1% assuming the conversion of 343,994 shares of Series A
Convertible Redeemable Pfd. Stock. A copy of the regulatory filing
is available for free at http://is.gd/4nEMPj
About Geomet Inc.
Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas. Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia. It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia. As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.
As reported by the TCR on Feb. 20, 2015, GeoMet said it has no
operations and minimal assets, which raises substantial doubt about
its ability to return any additional value to its stockholders.
The Company added it may file a plan of dissolution if it cannot
consummate a corporate transaction/merger prior to the third
quarter of 2015.
As of June 30, 2015, the Company had $21.6 million in total assets,
$262,075 in total liabilities, $51.7 million in series A
convertible redeemable preferred stock, and a $30.3 million total
stockholders' deficit.
GEORGETOWN MOBILE: Slated to Present Plan for Approval Oct. 8
-------------------------------------------------------------
Judge Tracey N. Wise of the U.S. Bankruptcy Court for the Eastern
District of Kentucky, Lexington Division, will convene a hearing on
Oct. 8, 2015, at 9:30 a.m. to consider confirmation of Georgetown
Mobile Estates, LLC's reorganization plan.
The bankruptcy judge on Aug. 27 entered an order directing the
Debtor to file by Sept. 2, 2015, a supplement to the disclosure
statement containing various information, including a description
of all pending litigation, an outline of the basis of the claims
against Jonathan Williams, and a description of Daniel E. Sexton's
claims against the Debtor.
The judge also entered an order providing that creditors holding
Disputed Claims may file by Sept. 9 a motion requesting temporary
allowance of such claim for purposes of voting on the Plan. All
joint stipulations of fact, witness lists and exhibits will be
filed on or before Oct. 5, 2015, at noon. An evidentiary hearing
will be conducted on such motions on Oct. 8, 2015.
The Chapter 11 Plan
As reported in the Sept. 8 edition of the TCR, Georgetown Mobile
Estates has a reorganization plan that proposes to refinance or
sell its property within 181 days after Sept. 15, 2015.
According to the disclosure statement explaining the terms of the
Amended Plan of Reorganization dated Aug. 21, 2015, the terms of
any proposed sale or refinance will be subject to the Secured
Lender's approval, which approval will not be unreasonably
withheld. If no refinance or sale occurs within the period, then
the Secured Lender will have sole title to the Real Property, free
and clear of all liens, claims and encumbrances and may record such
deed or deeds. If the Reorganized Debtor refinances the debt owed
to the Secured Lender as provided for in the Plan, then DellaValle
shall replace the Receiver and act as Manager.
The Cash, Disposable Income and Proceeds will be distributed as
follows:
* First, in full and final satisfaction of the Secured Lender's
Allowed Secured Claim, the Debtor may pay the Secured Lender
$11,500,000, plus all of the Secured Lender's costs, fees and
expenses, including, but not limited to attorneys' fees and
special
servicing fees that accrue from July 1, 2015, which costs, fees
and
expenses will not exceed $100,000.
* Second, the Debtor will pay the Unclassified Claims, being
the
U.S. Trustee's Fees, all allowed Professional and Administrative
Fees and Expenses the lesser of (1) the full amount of each
Allowed
Unclassified Claim or (ii) each Allowed Unclassified Claim's pro
rata share of the remaining Property Funds.
* Third, the Debtor will pay the Tax Claims, if any, the lesser
of (1) the full amount of each Allowed Tax Claim or (ii) each
Allowed Tax Claim's pro rata share of the remaining Property
Funds.
* Fourth, the Debtor will pay each Allowed Unsecured Claim the
lesser of (1) the full amount of each Allowed Unsecured Claim or
(ii) each Allowed Unsecured Claim's pro rata share of the
remaining
Proceeds. It is anticipated that distributions to Allowed Claims
will not begin until after the second anniversary year from the
Effective Date. The Plan provides for an Early Payment Incentive
of allowing the Debtor the option of paying all Allowed Claims 50%
if paid within two years from the Effective Date.
* Fifth, the remaining Property Funds, if any, will be
distributed to the Debtor.
The Debtor anticipates borrowing funds within 181-days from Sept.
15, 2015, to pay the Secured Lender's Agreed Secured Claim. The
financing is projected to be short term, which may increase the
total payback to creditors in year 3 of the term. Such monthly
payments to the finance company is not projected to have any
substantial impairment to the Allowed Claims of Unsecured
Creditors.
A copy of the Modified Amended Disclosure Statement in support of
its Amended Plan of Reorganization dated Aug. 21, 2015, is
available at http://is.gd/Jr2shn
About Georgetown Mobile Estates
Georgetown Mobile Estates, LLC, is a Kentucky corporation with
headquarters in Georgetown, Scott County, Kentucky. Originally
incorporated on Jan. 23, 2006, the Company operates a mobile home
park in three areas on the county line of Scott and Fayette,
Kentucky. The park can take up to 504 customers and,
historically,
had an occupancy rate of 92%.
Georgetown Mobile Estates filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Ky. Case No. 15-50945) in Lexington, Kentucky, on May
11, 2015, to take back control of the mobile home park from a
receiver. Daniel E. Sexton, the present owner, signed the
petition.
The bankruptcy case is assigned to Judge Tracey N. Wise. The
Debtor estimated $10 million to $50 million in assets and debt.
The Debtor tapped Bunch & Brock of Lexington, Kentucky, as
counsel;
Randy Reynolds of Magnum Capital Consultants, LLC, as financial
advisor; Bradford Burgess of The Thayer Group as financial
advisor;
and Glen Dellavalle of Dellavalle Management Group as manager of
business operations.
The U.S. trustee overseeing the Chapter 11 case of Georgetown
Mobile Estates LLC appointed three creditors of the company to
serve on the official committee of unsecured creditors.
GLOBAL MARITIME: Seeks to Reject Contract with Jiada Shipping
-------------------------------------------------------------
GMI USA Management, Inc., and its debtor affiliates seek Bankruptcy
Court's permission to reject a time charter contract for M/V Jia Da
effective as of Sept. 18, 2015. The Debtors have determined that
the Executory Contract does not have any marketable value
beneficial to their estates.
Pursuant to the Executory Contract, the Debtors chartered the M/V
Jia Da, owned by Jiada Shipping Co., and managed by HTM Shipping
Co., Ltd. Presently, the Ship is not subchartered, is not carrying
cargo, and is "floating idle."
The Debtors have notified the Owner of their intent to reject the
Executory Contract. The Debtors are making arrangements for the
responsible redelivery of the Ship to the Owner.
After evaluating the alternatives for treatment with respect to the
Executory Contract, the Debtors have determined that the
time-charter rate set forth in the Executory Contract exceeds the
rate at which the Debtors can subcharter the Ship at current prices
on the spot market. The Debtors maintain that the bulk cargo
market in which the Ship operates is currently saturated, and as a
result, they cannot profitably operate the Ship.
The Debtors tell the Court that the costs associated with their
obligations under the Executory Contract are substantial and
constitute an unnecessary drain on their cash resources.
About Global Maritime
GMI USA Management, Inc., Global Maritime Investments Cyprus
Limited, Global Maritime Investments Holdings Cyprus Limited, GMI
Resources (Singapore) PTE Limited and Global Maritime Investments
Vessel Holdings PTE Ltd filed Chapter 11 bankruptcy petitions
(Bankr. S.D.N.Y. Case Nos. 15-12552 to 15-12556) on Sept. 15,
2015.
The Debtors are engaged in three segments of the dry bulk shipping
markets, utilizing Freight Forward Agreements, physical "trading"
or supplying of ships for hire, and management of a dry bulk
shipping pool on behalf of ships owned directly or indirectly by
the Debtors, as well as for third party owners.
Debtor GMI USA Management is a recently formed New York
corporation. All of the other Debtors are foreign corporations
based in either Singapore or Cyrus.
Global Maritime Investments Holdings Cyprus Limited is a holding
company that owns 100% of the outstanding shares of each of (i)
Debtor GMI USA Management, Inc., (ii) Debtor Cyprus Tradeco, (iii)
Debtor Vessel Holdings, and (iv) non-Debtor GMI Panamax Pool
Limited.
The Debtors have estimated assets in the range of $1 million to $10
million and liabilities of at least $100 million.
Gardere Wynne Sewell, LLP, represents the Debtors as counsel.
AMA Capital Parnters serves as the Debtors' financial advisor.
GLOBAL MARITIME: Wants to Reject Contract for MV Cape Century
-------------------------------------------------------------
GMI USA Management, Inc., et al., seek authority from the
Bankruptcy Court to reject a time charter contract for M/V Cape
Century effective Sept. 18, 2015. The Debtors have determined
that the Executory Contract does not have any marketable value
beneficial to their estates.
Pursuant to the Executory Contract, the Debtors chartered the M/V
Cape Century, owned by Jiada Shipping Co. Presently, the Ship is
not subchartered, is not carrying cargo, and is "floating idle."
The Debtors have determined that the time-charter rate set forth in
the Executory Contract exceeds the rate at which they can
subcharter the Ship at current prices on the spot market.
According to the Debtors, the bulk cargo market in which the Ship
operates is currently saturated, and as a result, they cannot
profitably operate the Ship.
The Debtors have notified the Owner of their intent to reject the
Executory Contract and are making arrangements for the responsible
redelivery of the Ship to the Owner.
About Global Maritime
GMI USA Management, Inc., Global Maritime Investments Cyprus
Limited, Global Maritime Investments Holdings Cyprus Limited, GMI
Resources (Singapore) PTE Limited and Global Maritime Investments
Vessel Holdings PTE Ltd filed Chapter 11 bankruptcy petitions
(Bankr. S.D.N.Y. Case Nos. 15-12552 to 15-12556) on Sept. 15,
2015.
The Debtors are engaged in three segments of the dry bulk shipping
markets, utilizing Freight Forward Agreements, physical "trading"
or supplying of ships for hire, and management of a dry bulk
shipping pool on behalf of ships owned directly or indirectly by
the Debtors, as well as for third party owners.
Debtor GMI USA Management is a recently formed New York
corporation. All of the other Debtors are foreign corporations
based in either Singapore or Cyrus.
Global Maritime Investments Holdings Cyprus Limited is a holding
company that owns 100% of the outstanding shares of each of (i)
Debtor GMI USA Management, Inc., (ii) Debtor Cyprus Tradeco, (iii)
Debtor Vessel Holdings, and (iv) non-Debtor GMI Panamax Pool
Limited.
The Debtors have estimated assets in the range of $1 million to $10
million and liabilities of at least $100 million.
Gardere Wynne Sewell, LLP, represents the Debtors as counsel.
AMA Capital Parnters serves as the Debtors' financial advisor.
GLYECO INC: Signs New Consulting Agreement with President & CEO
---------------------------------------------------------------
GlyEco, Inc., entered into a consulting agreement with David Ide,
the Company's chief executive officer and president. The Agreement
supersedes the terms of the Consulting Agreement previously entered
into between the Company and Mr. Ide on Feb. 15, 2015.
Pursuant to the Agreement, the Company has engaged Mr. Ide to
continue to serve as the Company's chief executive officer and
president and to have the duties and responsibilities ascribed to
those positions in the Company's Amended and Restated Bylaws. Mr.
Ide's engagement under the Agreement commences on Sept. 1, 2015,
and will continue until April 30, 2016. Thereafter, Mr. Ide's
engagement may be extended by a subsequent written agreement.
In consideration for his services during the term, the Company will
compensate Mr. Ide with a base salary of $16,667 per month of which
50% will be paid in cash and 50% will be paid in restricted common
stock, which restricted stock will be granted at the end of each
fiscal quarter and will be priced at the closing price of the
Company's common stock on the last trading day of each fiscal
quarter. Mr. Ide will also receive a one-time bonus of $167,667
worth of restricted common stock priced as of the Effective Date at
$0.11 per share. This restricted common stock will vest only upon
meeting the following metrics: 50% will vest upon the Company
achieving a year-over-year revenue increase of at least 20% for the
first half of fiscal year 2016, and 50% will vest upon the Company
achieving EBITDA positive results for the first half of fiscal year
2016.
About GlyEco, Inc.
Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.
Glyeco reported a net loss attributable to common shareholders of
$8.73 million on $5.89 million of net sales for the year ended Dec.
31, 2014, compared with a net loss of $4 million on $5.53 million
of net sales for the year ended Dec. 31, 2013.
As of June 30, 2015, the Company had $15.90 million in total
assets, $2.59 million in total liabilities and $13.31 million in
total stockholders' equity.
Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has yet to
achieve profitable operations and is dependent on its ability to
raise capital from stockholders or other sources to sustain
operations and to ultimately achieve viable operations. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
GOLDEN COUNTRY: Debtor Wants Until Nov. 13 to File Plan
-------------------------------------------------------
Plover Appetizer Co., f/k/a Golden County Foods, Inc., et al., ask
the U.S. Bankruptcy Court for the District of Delaware to extend
their exclusive period to file a Chapter 11 plan through and
including Nov. 13, 2015, and the period to solicit votes on that
plan through and including Jan. 25, 2016.
The Debtors said they ceased operations upon the closing of the
sale. Since that time, the Debtors have focused on winding down
their operations, attending to administrative matters, and
negotiating a consensual plan of liquidation with the Committee.
The Debtors have drafted the majority of the plan of liquidation
and believe they will be prepared to file a plan supported by
most, if not all, of the Debtors' stakeholders within the coming
weeks.
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., explains
that because consummating a consensual plan remains the Debtors'
primary goal, the Debtors must retain the ability and flexibility
to focus on the remaining items that are important to their
emergence from Chapter 11 without the distraction, disruption, and
expense of competing Chapter 11 plans. Maintaining the exclusive
right to file and solicit votes on a Chapter 11 plan of liquidation
is critical to the Debtors' ability to complete these necessary
steps as efficiently and expeditiously as possible. Accordingly,
the Debtors request an extension of the Exclusivity Periods to
allow the Debtors to continue focusing on negotiating, finalizing,
filing, and obtaining confirmation of a plan of liquidation and to
preclude the costly disruption that would occur if competing plans
were to be proposed at this time.
About Golden County Foods
Golden County and its affiliates GCF Franchisee, Inc., and
GCF Holdings II, Inc., filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 15-11062 to 15-11064) on
May 15, 2015.
Mark D. Collins, Esq., and Tyler D. Semmelman, Esq., at
Richards, Layton & Finger, P.A., represent the Debtor in their
restructuring effort. The Debtors also hired Neligan Foley LLP
as local counsel.
The Debtors estimated assets and debts at $10 million to
$50 million.
The U.S. Trustee for Region 3 appointed seven creditors to serve
on the Official Committee of Unsecured Creditors. The Committee
selected Lowenstein Sandler LLP and Gellert Scali Busenkell &
Brown, LLC, to serve as its co-counsel, and GlassRatner Advisory &
Capital Group to serve as its financial advisor.
GOLDEN LAND: Court Enters Final Decree Closing Case
---------------------------------------------------
Gregory Messer, Esq., the Chapter 11 operating trustee of the
bankruptcy estate of Golden Land, LLC, sought and obtained from
Judge Nancy Hershey Lord of the United States Bankruptcy Court for
the Eastern District of New York, the entry of a final decree
closing the Chapter 11 case.
Mr. Messer relates that the closing of the sale of the estate's
rights, title and interest in and to four commercial condominium
units, eleven residential condominium units and 29 parking spaces,
located at 142-21/27 37th Avenue, Flushing, New York 11354, took
place on June 18, 2015. He further relates that the distributions
required to be made under the terms of the Plan have been made in
accordance with the terms of the Plan. Mr. Messer says that he and
37 Avenue Realty Associate ("37 ARA") further agreed that the he
may retain certain additional proceeds from the Sale in the
approximate amount of $15,000 through the entry of a final decree.
He further says that he intends on paying certain post-confirmation
accounting fees with the remaining balance paid to 37 ARA.
Mr. Messer tells the Court that he has satisfied payment to the
Office of the United States Trustee the appropriate sum required
pursuant to 28 U.S.C. Section 1930, and any applicable interest
thereon pursuant to 31 U.S.C. Section 3717. He further tells the
Court that the Office of the United States Trustee does not have
any objection to the proposed Final Decree.
The Chapter 11 Operating Trustee is represented by:
Gary F. Herbst, Esq.
Jordan Pilevsky, Esq.
LAMONICA HERBST & MANISCALCO, LLP
3305 Jerusalem Avenue
Wantagh, NY 11793
Telephone: (516)826-6500
E-mail: GFH@LHMLawFirm.com
JP@LHMLawFirm.com
About Golden Land
Golden Land LLC owns real property located at 142-21/27 37th
Avenue, Queens, New York. The premises is commercial investment
property, consisting of four commercial condominium units,
twenty-nine parking spaces, and eleven residential condominium
units contained in the building known as the American-Chinese
Tower Condominium and located at 142-21/27 37th Avenue, Queens, New
York.
Using financing from Chinatrust Bank, the Debtor constructed the
building in 2003 and sold 19 units over the next several years
before falling into default with its lender at the time. Chinatrust
thereafter commenced a foreclosure action in 2012, and sometime
shortly thereafter sold the loan and underlying loan documents to
37 Avenue Realty Associates LLC. In the foreclosure action,
Lawrence Litwack was appointed receiver.
Golden Land LLC filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 14-42315) in Brooklyn, New York, on May 8, 2014.
The Debtor disclosed $15,423,997 in assets and $13,459,740 in
liabilities as of the Chapter 11 filing.
Judge Nancy Hershey Lord on July 9, 2014, entered an order
directing that the receiver remain in possession of the premises.
Xiangan Gong, Esq., at Xiangan Gong serves as the Debtor's
counsel.
Gregory Messer, the Chapter 11 Operating Trustee tapped LaMonica
Herbst & Maniscalco LLP as his counsel, and Besen & Associates as
his broker.
GOLDEN LAND: Sale-Based Chapter 11 Plan Confirmed
-------------------------------------------------
Judge Nancy Hershey Lord entered an order confirming the Amended
Joint Plan of Reorganization dated March 16, 2015, filed by Gregory
Messer, Esq., as the Chapter 11 Trustee of the bankruptcy estate of
Golden Land, LLC, and co-proposed by 37 Avenue Realty Associates,
LLC ("37 ARA").
A public auction sale was conducted on April 30 for the Debtor's
real property located at 142-21/27 37th Avenue, Queens, New York
11354, consisting of four commercial condominium units, eleven
residential condominium units and 29 parking spaces. Winnie Lam
and Brian Lam, their designees or assignees, submitted the highest
bid for the property with a purchase price of $11,750,000.
No objections to the Joint Plan or approval of the sale of the
Debtor's property were filed.
A copy of the order confirming the Plan is available for free at:
http://bankrupt.com/misc/Golden_Land_Plan_Order.pdf
The court-approved sale rules provided that secured creditor 37
Avenue Realty Associates LLC, will provide an initial credit bid of
$12,600,000 and will be permitted to increase its credit bid at the
auction up to the maximum amount of its allowed secured claim of
$13.8 million. According to the Proposed Plan Order, however, at
the April 30 auction, 37 ARA agreed to a accept sum less than the
amount of its secured claim and the Joint Plan proponents agreed to
accept a sum less than the minimum credit bid set forth in the
Amended Plan.
According to the balloting report, 37 ARA, as holder of the sole
claim in Class 1, voted to accept the Plan. AC Tower Condominium,
the sole claimant in Class 2, did not submit a ballot. No ballots
were also received from holders of unsecured claims in Class 3.
Holders of member interests in Class 4 were not impaired under the
Plan.
In the event that Al Yueh Chang, Yu Ying Chen, Mei Di Kui and/or AC
Tower Condominium, Inc., collectively or jointly, fail to vacate
the Property and surrender physical possession to the Trustee
within three calendar days of the entry of the Order, the United
States Marshals for the Eastern District of New York and/or the
Sheriff of Queens County are authorized and directed to assist the
Trustee, 37 ARA or the Purchasers, if necessary, to evict Al Yueh
Chang, Yu Ying Chen, Mei Di Kui and/or AC Tower Condominium, Inc.
from the Property.
A copy of the disclosure statement dated Feb. 4, 2015 is available
for free at:
http://bankrupt.com/misc/Golden_Land_Trustee_ARA_DS.pdf
About Golden Land LLC
Golden Land LLC owns real property located at 142-21/27 37th
Avenue, Queens, New York. The premises is commercial investment
property, consisting of four commercial condominium units,
twenty-nine parking spaces, and eleven residential condominium
units contained in the building known as the American-Chinese Tower
Condominium and located at 142-21/27 37th Avenue, Queens, New
York.
Using financing from Chinatrust Bank, the Debtor constructed the
building in 2003 and sold 19 units over the next several years
before falling into default with its lender at the time. Chinatrust
thereafter commenced a foreclosure action in 2012, and sometime
shortly thereafter sold the loan and underlying loan documents to
37 Avenue Realty Associates LLC. In the foreclosure action,
Lawrence Litwack was appointed receiver.
Golden Land LLC filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 14-42315) in Brooklyn, New York, on May 8, 2014.
The Debtor disclosed $15,423,997 in assets and $13,459,740 in
liabilities as of the Chapter 11 filing.
Judge Nancy Hershey Lord on July 9, 2014, entered an order
directing that the receiver remain in possession of the premises.
Xiangan Gong, Esq., at Xiangan Gong serves as the Debtor's
counsel.
Gregory Messer, the Chapter 11 Operating Trustee tapped LaMonica
Herbst & Maniscalco LLP as his counsel and Besen & Associates as
his broker.
GREENSHIFT CORP: Incurs $2 Million Net Loss in Second Quarter
-------------------------------------------------------------
Greenshift Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $2.00 million on $1.15 million of revenue for the three months
ended June 30, 2015, compared to net income of $2.83 million on
$4.1 million of revenue for the same period during the prior year.
For the six months ended June 30, 2015, the Company reported a net
loss of $3.12 million on $2.1 million of revenue compared to net
income of $2.9 million on $7.83 million of revenue for the same
period in 2014.
As of June 30, 2015, the Company had $5.37 million in total assets,
$43.8 million in total liabilities and a total stockholders'
deficit of $38.4 million.
As of June 30, 2015, the Company had $159,000 in cash, and current
liabilities exceeded current assets by $41.1 million. As of
Dec. 31, 2014, debentures in the aggregate principal amount of
$13.3 million matured, and these are now in default, as the Company
negotiates a modification and extension with the creditors.
"In addition, in October 2014 the District Court in Indiana issued
a partial summary judgment that our corn oil extraction patents are
invalid; if we are unable to successfully appeal that ruling or
otherwise settle the infringement matter, it would have a
significant negative impact on our future cash flows," the Company
said in the report.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/13B60L
About Greenshift Corporation
Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.
Greenshift reported net income of $1.97 million on $12.8 million of
total revenue for the year ended Dec. 31, 2014, compared with a net
loss of $4.43 million on $15.5 million of total revenue for the
year ended Dec. 31, 2013.
HAGGEN FOOD: Wants to Sell Prescription Records for $9 Million
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Dani Meyer at Bankruptcy Law360 reported that West Coast grocery
retailer Haggen Food & Pharmacy urged a federal bankruptcy court on
Sept. 16, 2015, to approve an $8.9 million prescription record sale
to Albertson's LLC and Safeway Inc., though the U.S. trustee said a
consumer privacy expert must evaluate the transaction.
Haggen said the two companies have agreed to buy its prescription
records, customer records, lists and medical profiles and other
documentation regarding the operation of 13 of its pharmacies, as
well as the goodwill of the pharmacies.
HALCON RESOURCES: Issues $1.02 Billion New Notes Due 2022
---------------------------------------------------------
Halcon Resources Corporation disclosed in a regulatory filing with
the Securities and Exchange Commission that it issued approximately
$1.02 billion aggregate principal amount of its new 13.0% Third
Lien Senior Secured Notes due 2022 to certain holders of its
outstanding 9.75% senior notes due 2020, 8.875% senior notes due
2021 and 9.25% senior notes due 2022, in exchange for approximately
$1.57 billion aggregate principal amount of Senior Unsecured Notes
held by those holders, consisting of $497.2 million principal
amount of 2020 Notes, $774.7 million principal amount of 2021 Notes
and $294.3 million principal amount of 2022 Notes.
The New Notes were exchanged for the Senior Unsecured Notes
pursuant to separate, privately negotiated exchange agreements
between the Company and certain holders of its Senior Unsecured
Notes. Final closing settlements of the issuance of the New Notes
are expected to be completed on or shortly after the original
issuance date.
The Company issued the New Notes in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended. The Company relied on this exemption from
registration based in part on representations made by such holders
of Senior Unsecured Notes.
The New Notes are governed by an Indenture, dated as of Sept. 10,
2015, by and among the Company, the Guarantors and U.S. Bank
National Association, as Trustee, which contains affirmative and
negative covenants that, among other things, limit the ability of
the Company and the Guarantors to incur indebtedness; purchase or
redeem stock or subordinated indebtedness; make investments; create
liens; enter into transactions with affiliates; sell assets;
refinance certain indebtedness; merge with or into other companies
or transfer substantially all of their assets; and, in certain
circumstances, to pay dividends or make other distributions on
stock.
Interest is payable on the New Notes on February 15 and August 15
of each year, beginning on Feb. 15, 2016. The New Notes will
mature on Feb. 15, 2022.
At any time prior to Aug. 15, 2018, the Company may redeem the New
Notes, in whole or in part, at a redemption price equal to 100% of
their principal amount plus a make-whole premium, together with
accrued and unpaid interest, if any, to the redemption date. The
New Notes will be redeemable, in whole or in part, on or after Aug.
15, 2018, at redemption prices equal to the principal amount
multiplied by the percentage set forth below, plus accrued and
unpaid interest:
Year Percentage
---- ----------
2018 113.000%
2019 106.500%
2020 and thereafter 100.000%
Additionally, the Company may redeem up to 35% of the New Notes on
or prior to Aug. 15, 2018, for a redemption price of 113.000% of
the principal amount thereof, plus accrued and unpaid interest,
utilizing net cash proceeds from certain equity offerings. In
addition, upon a change of control of the Company, holders of the
New Notes will have the right to require the Company to repurchase
all or any part of their New Notes for cash at a price equal to
101% of the aggregate principal amount of the New Notes
repurchased, plus any accrued and unpaid interest.
Joinder to Intercreditor Agreement
On Sept. 10, 2015, the Collateral Trustee and JPMorgan Chase Bank,
N.A. entered into a Priority Confirmation Joinder to the
Intercreditor Agreement dated May 1, 2015, governing the
relationship of the lenders under the Company's revolving credit
facility and holders of other priority lien debt (if any), the
holders of the Company's Second Lien Secured Notes and holders of
other second lien debt (if any), and the holders of the New Notes
and holders of other third lien debt (if any) with respect to
Collateral and certain other matters.
Collateral Trust Agreement
On Sept. 10, 2015, in connection with the Indenture, the Company,
the Guarantors, the Trustee, the other Third Lien Representatives
from time to time party thereto and U.S. Bank National Association,
as the collateral trustee, entered into a collateral trust
agreement pursuant to which the Collateral Trustee will receive,
hold, administer, maintain, enforce and distribute the proceeds of
all liens upon any property of the Company, or any Guarantor at any
time held by it, in trust for the benefit of the current and future
holders of the third lien obligations.
Amendment to Credit Agreement
On Sept. 10, 2015, in conjunction with the issuance of the New
Notes, the Company entered into the Eleventh Amendment to the
Senior Revolving Credit Agreement by and among the Company, as
borrower, JPMorgan Chase Bank, N.A., as administrative agent, and
the lenders. The Amendment, among other things, permitted the
Company to incur the debt under the New Notes and to grant the
liens in connection therewith; excluded the New Notes from the
calculation of the total secured debt to EBITDA ratio; and reduced
the borrowing base to $850.0 million.
A full-text copy of the Form 8-K filing is available at:
http://is.gd/gXkHcg
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 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.
* * *
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 September 2015, Standard & Poor's Ratings Services lowered its
corporate credit rating on Oklahoma City-based Halcon Resource
Corp. to 'SD' (selective default) from 'B-'. "The downgrade
follows Halcon's announcement that it reached an agreement with
holders of portions of its senior unsecured notes to exchange the
notes for new senior secured third-lien notes," said Standard &
Poor's credit analyst Ben Tsocanos.
HOVENSA LLC: Acting U.S. Trustee Opposes DIP Financing Request
--------------------------------------------------------------
Guy G. Gebhardt, Acting U.S. Trustee for Region 21, asks the
Bankruptcy Court to deny Hovensa, LLC's request to obtain
postpetition financing.
In its Motion, the Debtor seeks approval of a short-term
debtor-in-possession loan from its joint-venture owners HOVIC and
PDV-VI. The DIP Facility is a senior secured, superpriority,
delayed-draw financing facility, which provides for a total funding
commitment of $40 million. The Lenders agree to provide financing
on a junior basis with their liens subordinate to the lien held by
the GVI in connection with the DPNR Settlement Agreement.
Mr. Gebhardt asserts the DIP lien terms are overreaching adding
that the DIP lien impermissibly encumbers Chapter 5 Actions. Under
a proposed order, the DIP Lien will attach to presently existing
and after-acquired property. He contends recoveries under Chapter
5 are to be shared pro rata among unsecured creditors.
Accordingly, he asks the Court to disapprove the DIP Lien on
avoidance actions.
The Acting U.S. Trustee also points out that the DIP lien
impermissibly primes other pre-petition liens. He contends the DIP
Liens cannot prime prior existing liens unless the lien holders
consent after receipt of notice of the Motion.
The Interim Order contains releases by the Debtor and its estate in
favor of the Promissory Note Lenders and the DIP Lenders.
"At this early juncture of the case these releases are too broad
and should be stricken until such time as independent third parties
have had a meaningful opportunity to review the existence and
potential validity of such claims," Mr. Gebhardt tells the Court.
The DIP Financing Agreement provides that the filing of a Motion to
Dismiss or Convert or to seek the appointment of a Trustee shall
constitute an event of default. The mere filing of
such a motion, according to Mr. Gebhardt, should not trigger a
default. The language should be modified to reflect that an
event of default will occur only if such a motion is granted.
Mr. Gebhardt asserts the budget should contain a line item for U.S.
Trustee fees and a variance.
He further requires the Debtor to present more evidence to support
that findings of fact in the Proposed Order are true and correct.
About Hovensa
Hovensa, L.L.C. produces and markets refined petroleum products.
The Company offers gasoline, diesel, home heating oil, jet fuel,
kerosene, and residual fuel oil. Hovensa serves customers
throughout North America.
Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S.
Bankruptcy Court for the District of the Virgin Islands (Bankr. D.
V.I. Case No. 15-10003) on Sept. 15, 2015. The petition was signed
by Sloan Schoyer as authorized signatory. The Debtor has estimated
assets of $100 million to $500 million, and liabilities of more
than $1 billion.
The Law Offices of Richard H. Dollison, P.C., serves as the
Debtor's counsel. Prime Clerk LLC is the Debtor's claims and
noticing agent.
Judge Mary F. Walrath is assigned to the case.
HOVENSA LLC: Gets Interim Approval for $40 Million Loan
-------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of the Virgin Islands (St. Croix) gave Hovensa L.L.C. interim
permission to obtain $40 million loan from its owners,
Hess Oil Virgin Islands Corp. and PDVSA V.I. Only $10 million of
the $40 million DIP Facility is available during the interim
period.
Judge Walrath said the Debtor's need to obtain credit is necessary
to enable it to continue operations and the proposed sale of its
assets. Judge Walrath held that the Debtor does not have
sufficient available sources of working capital and financing to
operate its business or maintain its property in the ordinary
course of business without the DIP Facility. At the Sept. 17,
2015, hearing, Hovensa told the Court it only has $750,000 of cash
on hand.
To secure the DIP Obligations, the DIP Lenders are granted
continuing, valid, binding, enforceable, non-avoidable, and
automatically and properly perfected postpetition first-priority
security interests in and liens upon the Debtor's right, title, and
interest in, to, and under all "property of the estate" including
all personal property and other assets.
Subject only to the GVI Secured Claim, Permitted Encumbrances, and
the Carve-Out, the DIP Liens securing the DIP Obligations will be
senior in priority to all other security interests in, liens on, or
claims against the DIP Collateral.
The Court entered the Interim Order over the objections raised by
Acting U.S. Trustee for Region 21, Guy G. Gebhardt. In papers
filed with the Court, Mr. Gebhardt asserted that the DIP lien terms
are overreaching adding that the DIP lien impermissibly encumbers
Chapter 5 Actions. The Acting U.S. Trustee also pointed out that
the DIP lien impermissibly primes other pre-petition liens and the
DIP Facility contains releases by the Debtor and its estate in
favor of the Promissory Note Lenders and the DIP Lenders.
Prior to the entry of the Court's Interim Order and to address
those concerns, the Debtor filed a revised proposed interim DIP
order and DIP budget:
* The Budget had been revised to include United States Trustee
quarterly fees;
* The Revised Interim DIP Order removes the provision regarding
the priming of other prepetition liens;
* The Revised Interim DIP Order provides that the Lenders' lien
on Avoidance Actions is now subject to entry of a Final
Order;
* The Revised Interim DIP Order includes a reference to
paragraph 7.24 of the DIP Agreement, which allows for
variance from the Budget without triggering a default;
* The "Proceeds of Subsequent Financing" provision is now
subject to entry of a Final Order; and
* The Revised Interim DIP Order provides that the waiver of
rights to use the Carve-Out to pursue the Proscribed Actions
is now subject to entry of a Final Order.
A hearing to consider entry of the Final Order and final approval
of the DIP Facility is scheduled for Oct. 8, 2015, at 2:00 p.m.
Objection deadline is Oct. 1 .
A copy of the Interim DIP Order is available for free at:
http://bankrupt.com/misc/49_HOVENSA_InterimOrdDIP.pdf
About Hovensa
Hovensa, L.L.C. produces and markets refined petroleum products.
The Company offers gasoline, diesel, home heating oil, jet fuel,
kerosene, and residual fuel oil. Hovensa serves customers
throughout North America.
Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S.
Bankruptcy Court for the District of the Virgin Islands (Bankr. D.
V.I. Case No. 15-10003) on Sept. 15, 2015. The petition was signed
by Sloan Schoyer as authorized signatory. The Debtor has estimated
assets of $100 million to $500 million, and liabilities of more
than $1 billion.
The Law Offices of Richard H. Dollison, P.C., serves as the
Debtor's counsel. Prime Clerk LLC is the Debtor's claims and
noticing agent.
Judge Mary F. Walrath is assigned to the case.
HOVENSA LLC: Proposes Prime Clerk as Claims and Noticing Agent
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Hovensa LLC is asking the Bankruptcy Court to approve the retention
of Prime Clerk LLC as claims, noticing, and solicitation agent,
nunc pro tunc to the Petition Date.
"By appointing Prime Clerk as the Claims Agent, the distribution of
notices and the processing of claims will be expedited, and the
Office of the Clerk of the Court for the District of the Virgin
Islands, Bankruptcy Division will be relieved of the administrative
burden of processing claims," says Richard H. Dollison, Esq., at
Law Offices of Richard H. Dollison, P.C., counsel to the Debtor.
Prime Clerk will maintain a claims register which will be open to
the public for examination without charge during regular business
hours and on a case-specific Web site maintained by Prime Clerk at
https://cases.primeclerk.com/hovensa.
The firm's currrent claim and noticing rates are:
Title Rate/Hour
----- ---------
Analyst $50
Technology Consultant $135
Consultant $145
Senior Consultant $170
Director $200
Solicitation Consultant $200
Director of Solicitation $225
The Debtor also proposes to reimburse Prime Clerk for all
reasonable and necessary expenses it may incur.
Prior to the Petition Date, the Debtor provided Prime Clerk a
retainer of $50,000. The firm seeks to hold the retainer during
the case as security for the payment of fees and expenses incurred
under the Engagement Agreement.
The Debtor requests that the fees and expenses incurred by Prime
Clerk be treated as administrative expenses of its estate, and be
paid in the ordinary course of business without further application
to, or order of, the Court.
Prime Clerk agrees to maintain records of all services showing
dates, categories of services, fees charged and expenses incurred,
and to serve monthly invoices on the Debtor, the Office of the
United States Trustee for the District of the Virgin Islands,
Bankruptcy Division, proposed counsel for the Debtor, and counsel
for any official committee appointed in the Chapter 11 case
monitoring the expenses of the Debtor. If any dispute arises
relating to the Engagement Agreement or monthly invoices, the
parties will meet and confer in an attempt to resolve the dispute;
if resolution is not achieved, the parties may seek resolution of
the matter from the Court.
Under the terms of the Engagement Agreement, the Debtor has
agreed to indemnify, defend and hold harmless Prime Clerk and its
members, officers, employees, representatives and agents, except in
circumstances resulting solely from Prime Clerk's gross negligence
or willful misconduct.
Michael J. Frishberg, co-president and chief operating officer of
Prime Clerk, attests to the Court that neither Prime Clerk nor any
of its partners or employees represents any interest materially
adverse to the Debtor's estate with respect to any matter upon
which it is to be engaged. He believes that Prime Clerk is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.
By separate application, the Debtor anticipates seeking
authorization to retain and employ Prime Clerk as its
administrative advisor in the Chapter 11 case pursuant to Section
327(a) of the Bankruptcy Code.
About Hovensa
Hovensa, L.L.C. produces and markets refined petroleum products.
The Company offers gasoline, diesel, home heating oil, jet fuel,
kerosene, and residual fuel oil. Hovensa serves customers
throughout North America.
Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S.
Bankruptcy Court for the District of the Virgin Islands (Bankr. D.
V.I. Case No. 15-10003) on Sept. 15, 2015. The petition was signed
by Sloan Schoyer as authorized signatory. The Debtor has estimated
assets of $100 million to $500 million, and liabilities of more
than $1 billion.
The Law Offices of Richard H. Dollison, P.C., serves as the
Debtor's counsel. Prime Clerk LLC is the Debtor's claims and
noticing agent.
Judge Mary F. Walrath is assigned to the case.
HOVENSA LLC: Seeks 30-Day Extension to File Schedules
-----------------------------------------------------
Hovensa, LLC, asks the Bankruptcy Court to extend by 30 days its
deadline to file schedules of assets and liabilities, schedules of
executory contracts and unexpired leases, and statements of
financial affairs to Oct. 29, 2015.
The Debtor relates that its limited resources have, up until this
point, been focused on preparing the case for filing and reacting
to events surrounding the filing. Because all invoices related to
prepetition goods and services have not yet been received or
entered into the Debtor's accounting system, the Debtor says it may
take some time before it has access to all the required information
to prepare the Schedules and Statements.
According to the Debtor, collecting the information necessary to
complete the Schedules and Statements will require substantial time
and effort on the part of its consultants. As result, the
14-day period in which to file the Schedules and Statements will
not be sufficient.
The requested extension will help to ensure that the Schedules and
Statements are accurate and avoid the need for the Debtor to file
subsequent amendments, the Debtor tells the Court.
About Hovensa
Hovensa, L.L.C. produces and markets refined petroleum products.
The Company offers gasoline, diesel, home heating oil, jet fuel,
kerosene, and residual fuel oil. Hovensa serves customers
throughout North America.
Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S.
Bankruptcy Court for the District of the Virgin Islands (Bankr. D.
V.I. Case No. 15-10003) on Sept. 15, 2015. The petition was signed
by Sloan Schoyer as authorized signatory. The Debtor has estimated
assets of $100 million to $500 million, and liabilities of more
than $1 billion.
The Law Offices of Richard H. Dollison, P.C., serves as the
Debtor's counsel. Prime Clerk LLC is the Debtor's claims and
noticing agent.
Judge Mary F. Walrath is assigned to the case.
HOVENSA LLC: Seeks Approval of Bidding Procedures
-------------------------------------------------
Hovensa, LLC, asks the Bankruptcy Court to approve bidding and
auction procedures relating to the sale of its assets free and
clear of all liens, claims, interests, and encumbrances.
The Debtor tells the Court that the goal of its Chapter 11 case is
to consummate a sale that will maximize recoveries for all of its
stakeholders and, at the same time, promote the best interests,
both economic and environmental, of the United States Virgin
Islands and its residents.
Moreover, the Debtor maintains the relief requested will ensure
that its facility remains a vital part of the St. Croix economy as
a business, employer, and taxpayer.
Initial Marketing Efforts
The Debtor is the owner/operator of an oil refinery and the
owner/operator of a storage terminal facility business located on
the island of St. Croix, United States Virgin Islands.
Historically, the Debtor's principal operations were as a refinery,
and the Debtor primarily used the storage facility to store its own
crude oil, pre-refining, and refined products.
In 2010, however, the Debtor began leasing some of its storage
tanks to third parties as an alternative revenue source. Having
experienced approximately $1.3 billion in financial losses between
2009 and 2011, the Debtor idled some of its refinery operations in
2011 and its remaining refinery operations in February 2012, but
continued to operate its storage terminal business until February
2015.
Immediately after the idling of the refinery, the Debtor approached
the GVI and proposed certain amendments to the concession agreement
between the Debtor, HOVIC, PDV-VI, and the GVI intended to
facilitate operations as a storage terminal and to allow the Debtor
to continue as a more profitable enterprise while
maintaining its status as a valuable employer and taxpayer in the
USVI. Former Governor de Jongh, Jr. rejected this request.
Instead, he insisted that the Debtor either operate the refinery or
conduct a sale process to sell the business to a purchaser that
would engage in refinery operations. On April 3, 2013, the Debtor
ultimately agreed to enter into the Fourth Amendment to the
Concession Agreement pursuant to which the Debtor was permitted to
operate its oil storage business while it undertook a marketing and
sale process for the refinery and related business.
The Fourth Amendment also required the Debtor to engage an
investment banker to manage the marketing and sale process of the
Debtor's assets. On Nov. 12, 2013, the Debtor engaged Lazard to
conduct the marketing and sale process.
Under the Fourth Amendment, the sales process period was to expire
on Aug. 15, 2014, but continued through the end of the year, when,
the former Senate of the USVI Legislature effectively rejected the
proposed sale of the refinery.
In order to capture a wide group of potential buyers, Lazard
marketed the refinery through it's New York City, Houston, and
Paris offices and contacted a total of 142 parties during the
initial marketing process. Through its extensive efforts, Lazard
identified potential viable buyers that initially expressed
interest in purchasing all of the Debtor's assets, but only two
submitted preliminary bids. Lazard held discussions with the two
bidders in an effort to have them improve their preliminary bids,
but one of the bidders failed to submit a final bid.
The Debtor subsequently engaged in negotiations with the remaining
bidder, Atlantic Basin Refining, a newly formed consortium, and was
able to negotiate a substantially final form of a purchase and sale
agreement with ABR. The GVI and ABR still needed to complete
negotiations on an operating agreement governing the rights and
obligations of the parties with respect to ABR's planned operation
of the Debtor's refinery following its purchase. To this end, the
GVI and ABR separately negotiated and executed an operating
agreement, dated Oct. 29, 2014, which remained subject to
ratification by the USVI Senate. The ABR Operating Agreement
contemplated, among other things, a substantial series of fixed and
variable payments to the GVI and a commitment by ABR as the new
operator to reconfigure, reconstruct, and restart the refinery.
As part of the contemplated sale transaction with ABR, ABR would
have been required to pay the USVI $40 million in respect of the
DPNR Settlement Agreement and the PBGC $26 million in respect of
pension fund obligations.
In addition to satisfying certain of the Debtor's third-party
claims, the ABR Sale Transaction would have ensured the continued
supply of refined products at competitive prices to the USVI,
as well as significant employment opportunities for the local
population. However, the former USVI Senate rejected the proposed
ABR Operating Agreement, which effectively rejected the
ABR Sale Transaction on Dec. 19, 2014, by a vote of 13-2.
Stalking Horse Agreement
Even after the Senate's rejection of the proposed ABR Operating
Agreement, Hovensa continued its efforts to market and sell its
assets.
Ultimately, these negotiations resulted in the Debtor's execution
of the Stalking Horse Agreement on Sept. 4, 2015, whereby Limetree
Bay Holdings, LLC agreed to purchase the Terminal Assets for $184
million, subject to adjustment, and act as a stalking horse bidder
in a Court-supervised auction.
The Debtor has determined that Limetree Bay's bid maximizes the
value of its assets and will yield the greatest recovery for
creditors.
The Stalking Horse Agreement contemplates the sale of the Terminal
Assets to the Stalking Horse Bidder, subject to higher or better
bids.
The Stalking Horse Agreement may be terminated by either Seller
or Purchaser if the Closing Date will not have occurred on or
prior to Nov. 13, 2015.
The Purchaser will provide a deposit of $19 million (10% of the
purchase price) upon entry of the Bidding Procedures Order, which
will be held in escrow pending consummation of the sale.
The Stalking Horse Agreement includes certain protections for the
Stalking Horse Bidder. In particular, subject to Court approval as
part of the Bidding Procedures Order, the Debtor will be required
to pay to the Stalking Horse Bidder a fee in the amount of $5.7
million, equal to 3% of the purchase price, and reimburse the
Stalking Horse Bidder for its reasonable and documented
out-of-pocket costs and expenses incurred by the Stalking Horse
Bidder and its affiliates in connection with the evaluation,
consideration, analysis, negotiation, and documentation of the
transactions contemplated by the Stalking Horse Agreement, up to a
maximum amount of $1.9 million, equal to 1% of the purchase price.
The Break-Up Fee will be payable if: (a) the Stalking Horse
Agreement is terminated for any reason other than (i) by mutual
consent of the parties, (ii) the Purchaser terminates the Stalking
Horse Agreement due to the occurrence of the End Date or failure to
meet certain milestones, (iii) any governmental entity issues,
enacts, promulgates, or enforces any law or final, non-appealable
order restraining or prohibiting the transactions contemplated by
the Stalking Horse Agreement, or (iv) the failure of the
Purchaser's representation and warranties to be true and correct
or on account of a breach by the Purchaser of any covenant in the
Stalking Horse Agreement; or (b) the Debtor enters into an
Alternative Transaction.
Bidding Procedures
The Debtor relates the Bidding Procedures are designed to maximize
value for its estate, while effectuating an expeditious sale of
its. Among other things, the Bidding Procedures set forth
procedures for interested parties to access due diligence, the
manner in which bidders and bids become "qualified," the receipt
and negotiation of bids received, the conduct of any auction, the
selection and approval of any ultimately successful bidders, and
the deadlines with respect to the foregoing.
Bid Deadline:
The following parties must receive a Bid in writing, on or before
[ [*] at 5:00 p.m. (EST)] or such other date as may be agreed to by
the Debtor, after consulting with the Consultation Parties: (1) the
Debtor, 1 Estate Hope, Christiansted, St. Croix, U.S.V.I. 00820,
Attn: Thomas E. Hill, Chief Restructuring Officer; (2) counsel for
the Debtor, Morrison & Foerster LLP, 250 West 55th Street, New
York, New York 10019, Attn: Lorenzo Marinuzzi, Esq.
and Jennifer L. Marines, Esq.; (3) investment banker for the
Debtor, Lazard Freres & Co., JP Morgan Chase Tower, 600 Travis
Street, Suite 2300, Houston, Texas 77002, Attn: Doug Fordyce; (4)
counsel to HOVIC, Kirkland & Ellis LLP, 601 Lexington Avenue, New
York, New York, 10022, Attn: Christopher Greco, Esq.; (5) counsel
to PDV-VI, Curtis Mallet-Prevost, Colt & Mosle LLP, 101 Park
Avenue, New York, New York 10178, Attn: Steven J. Reisman, Esq.;
(6) special mergers and acquisition counsel for the Debtor, White &
Case LLP, 1155 Avenue of the Americas, New York, New York 10036,
Attn: Greg Pryor, Esq.; and (7) counsel to the Stalking Horse
Bidder, Latham & Watkins LLP, 885 Third Avenue, New York, New York
10022, Attn: Keith Simon, Esq.
Auction Qualification Process:
In order to qualify to participate in the Auction, a Qualified
Bidder must, among other requirements, (1) propose a purchase price
for the Debtor's assets, including any assumption of liabilities
and any earnout or similar provisions, that in the Debtor's
reasonable business judgment, after consulting with the
Consultation Parties, has a value in an amount equal to at least
(i) the purchase price set forth in any Stalking Horse Agreement,
(ii) the Break-Up Fee, (iii) the Expense Reimbursement Amount, and
(iv) $5 million; (2) provide a good faith deposit in the amount of
10% of the purchase price; (3) provide an executed Modified Asset
Purchase Agreement or Alternative Asset Purchase Agreement on the
same or better terms as those contained in the Stalking Horse
Agreement filed with the Court; (4) designate any contracts and
leases that the bidder seeks to have the Debtor assume and assign
in connection with the Sale Transaction; and (5) identify all
liabilities that it anticipates assuming in connection with the
Sale Transaction.
Auction and Auction Procedures:
If the Debtor receives a Qualified Bid other than the Bid submitted
by the Stalking Horse Bidder by the Bid Deadline, the
Debtor will conduct an Auction on [[*] at 10:00 a.m. (prevailing
Eastern Time)] at the offices of counsel for the Debtor, Morrison &
Foerster LLP, 250 West 55 th Street, New York, New York 10019, or
such other place and time as the Debtor will notify i n writing all
Qualified Bidders that have submitted Qualified Bids (including the
Stalking Horse Bidder). If the Debtor does not receive any
Qualified Bid (other than the Stalking Horse Bid) on or prior to
the Bid Deadline, the Debtor will promptly cancel the Auction and
seek approval of the Sale Transaction of the Purchased Assets to
the Stalking Horse Bidder pursuant to the Stalking Horse Agreement
at the Sale Hearing.
A copy of the Stalking Horse Agreement is available for free at:
http://bankrupt.com/misc/16_HOVENSA_LimetreeAPA.pdf
About Hovensa
Hovensa, L.L.C. produces and markets refined petroleum products.
The Company offers gasoline, diesel, home heating oil, jet fuel,
kerosene, and residual fuel oil. Hovensa serves customers
throughout North America.
Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S.
Bankruptcy Court for the District of the Virgin Islands (Bankr. D.
V.I. Case No. 15-10003) on Sept. 15, 2015. The petition was signed
by Sloan Schoyer as authorized signatory. The Debtor has estimated
assets of $100 million to $500 million, and liabilities of more
than $1 billion.
The Law Offices of Richard H. Dollison, P.C., serves as the
Debtor's counsel. Prime Clerk LLC is the Debtor's claims and
noticing agent.
Judge Mary F. Walrath is assigned to the case.
HOVENSA LLC: Seeks OK to Pay $3.5-Mil. to Suppliers & Vendors
-------------------------------------------------------------
Hovensa, LLC, seeks authority from the Bankruptcy Court to pay: (i)
critical vendors of up to $2.5 million; and (i) suppliers for goods
received by the Debtor in the ordinary course of business during
the 20-day period prior to the Petition Date, which are likely
entitled to administrative priority under Section 503(b)(9) of the
Bankruptcy Code, of up to $1 million.
On an interim basis, the Debtor seeks permission to pay $1.35
million on account of Critical Vendor Claims and $0.9 million on
account of Priority Claims.
Richard H. Dollison, Esq., at Law Offices of Richard H. Dollison,
P.C., counsel to the Debtor, tells the Court that the Critical
Vendors may refuse to perform post-petition services if some or
all of their prepetition claims are not paid, thereby exposing the
Debtor to the risk of not having the power to maintain its
operating systems and business facilities.
Hovensa requests that it be authorized to condition the
payment of a Critical Vendor Claim on the agreement of the Critical
Vendor to continue supplying goods and services to the Debtor on
Customary Trade Terms or Negotiated Trade Terms.
Hovensa further requests authority to condition the payment of a
Priority Claim on the written acknowledgement from the
applicable supplier that such supplier will continue to provide its
goods to the Debtor on trade terms that are at least as favorable
to the Debtor as in effect prior to the Petition Date.
The Debtor has significantly reduced its business operations. It
idled some of its refinery operations in 2011 and its remaining
refinery operations in 2012. As of the Petition Date, the Debtor's
activities with respect to its terminal storage business relate
solely to the maintenance of the facility for operational
readiness.
Nevertheless, as part of the regular maintenance and limited
operation of its facilities, the Debtor is subject to a number of
environmental and other regulatory standards imposed by, among
other government entities, the Virgin Islands Department of
Planning and Natural Resources and the United States Environmental
Protection Agency. To comply with the Environmental and
Regulatory Standards, the Debtor relies on essential goods and
services from certain critical vendors that are the sole source or
limited source of those goods and services.
The essential services provided by the Critical Vendors can be
grouped into three primary categories: (a) vendors that provide
services relating to compliance with governmental laws and
regulations, including those related to environmental and safety
standards, (b) vendors that provide equipment maintenance services,
and (c) the vendor that provides the Debtor refined
fuel to power its facilities.
About Hovensa
Hovensa, L.L.C. produces and markets refined petroleum products.
The Company offers gasoline, diesel, home heating oil, jet fuel,
kerosene, and residual fuel oil. Hovensa serves customers
throughout North America.
Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S.
Bankruptcy Court for the District of the Virgin Islands (Bankr. D.
V.I. Case No. 15-10003) on Sept. 15, 2015. The petition was signed
by Sloan Schoyer as authorized signatory. The Debtor has estimated
assets of $100 million to $500 million, and liabilities of more
than $1 billion.
The Law Offices of Richard H. Dollison, P.C., serves as the
Debtor's counsel. Prime Clerk LLC is the Debtor's claims and
noticing agent.
Judge Mary F. Walrath is assigned to the case.
HUNTER MILL WEST: Files Schedules and Statements
------------------------------------------------
Hunter Mill West LC filed with the U.S. Bankruptcy Court for the
Eastern District of Virginia its schedules of assets and
liabilities, and statements of financial affairs, disclosing:
Name of Schedule Assets Liabilities
---------------- ------------ -----------
A. Real Property unknown
B. Personal Property $652
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $6,432,519
E. Creditors Holding
Unsecured Priority
Claims
F. Creditors Holding
Unsecured Non-priority
Claims $3,803,282
----------- ------------
TOTAL $652 $10,235,801
A full-text copy of the Debtor's schedules and statements is
available for free at
http://bankrupt.com/misc/HUNTERMILL_SAL_SOFA.pdf
Based in Vienna, Virginia, Hunter Mill West, L.C., filed for
bankruptcy on July 2, 2015 under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. E.D. Va. Case No. 15-12305). Judge Brian F. Kenney
presides over the Debtor's case.
John T. Donelan, Esq., at Law Office of John T. Donelan, represents
the Debtor in its bankruptcy case.
The Debtor both estimated assets and liabilities between $10
million and $50 million.
ICP STRATEGIC: DLA Piper Wins Dismissal of Liquidators' Suit
------------------------------------------------------------
DLA Piper LLP (US) won dismissal of a lawsuit filed by Hugh Dickson
and Michael Saville -- in their capacity as the Foreign
Representatives and the Joint Official Liquidators of ICP Strategic
Credit Income Fund Ltd., and ICP Strategic Credit Income Master
Fund Ltd. -- and the Funds for whom the Liquidators act.
The Liquidators assert claims against DLA for:
(1) aiding and abetting fraud;
(2) aiding and abetting breaches of fiduciary duty; and
(3) "fraudulent trading" pursuant to section 147 of the Cayman
Islands Companies Law.
DLA Piper moves to dismiss the complaint under Fed.R.Civ.P.
12(b)(6).
Bankruptcy Judge Robert E. Gerber concludes that the Liquidators
have (though just barely) alleged claims for primary violations (as
that expression is used in aiding and abetting jurisprudence) of
breach of fiduciary duties owed to the Funds. But the Liquidators
have not done so for fraud or fraudulent trading. The Court further
concludes that (assuming that the Liquidators could show
substantial assistance by the delivery of routine legal services if
DLA Piper provided them knowing that it was doing something wrong)
the Liquidators have failed to plausibly allege the "knowledge"
prong of the claim for aiding and abetting breaches of fiduciary
duty -- that DLA Piper knew that it was assisting in a violation of
duty. And most obviously, the Liquidators are barred from recovery
by the in pari delicto defense under New York's "Wagoner Rule."
Accordingly, each of the claims must be, and is, dismissed.
A copy of Judge Gerber's Sept. 15 Decision and Order is available
at http://is.gd/hjR35qfrom Leagle.com.
The case is captioned, ICP STRATEGIC CREDIT INCOME MASTER FUND
LTD., ICP STRATEGIC CREDIT INCOME FUND LTD., and HUGH DICKSON and
STEPHEN AKERS, solely in their capacity as the Foreign
Representatives and Joint Official Liquidators of ICP Strategic
Credit Income Fund Ltd. and ICP Strategic Credit Income Master Fund
Ltd., Plaintiffs, v. DLA PIPER LLP (US), Defendant (Bankr.
S.D.N.Y.).
Strategic Credit Income Master Fund Ltd., Plaintiff, represented
by:
Craig A. Boneau, Esq.
Joshua J. Bruckerhoff, Esq.
Rachel S. Fleishman, Esq.
William T. Reid IV, Esq.
Reid Collins & Tsai LLP
1301 S. Capital of Texas Hwy
Building C, Suite 300
Austin, TX 78746
Tel: (512) 647-6123
(512) 647-6100
E-mail: cboneau@rctlegal.com
jbruckerhoff@rctlegal.com
rfleishman@rctlegal.com
wreid@rctlegal.com
DLA Piper L.L.P. (US), Defendant, is represented by:
Matthew Stewart Kahn, Esq.
GIBSON, DUNN & CRUTCHER LLP
555 Mission Street, Suite 3000
San Francisco, CA 94105-0921
Tel: 415.393.8212
Fax: 415.374.8466
E-mail: mkahn@gibsondunn.com
- and -
Craig H. Millet, Esq.
GIBSON, DUNN & CRUTCHER LLP
3161 Michelson Drive
Irvine, CA 92612-4412
Tel: 949.451.3986
Fax: 949.475.4651
E-mail: cmillet@gibsondunn.com
- and -
Kevin S. Rosen, Esq.
GIBSON, DUNN & CRUTCHER LLP
Los Angeles Office
333 South Grand Avenue
Los Angeles, CA 90071-3197
Tel: 213.229.7635
Fax: 213.229.6635
E-mail: krosen@gibsondunn.com
ICP Strategic Credit Income Fund Ltd. and ICP Structured Credit
Income Fund Ltd. filed petitions under Chapter 15 of the
Bankruptcy Code on June 28, 2013, before Judge Robert E. Gerber of
the U.S. Bankruptcy Court for the Southern District of New York
(Manhattan), Case No. 13-12116. The Debtors' Chapter 15 counsel
is William T. Reid, IV, Esq., at REID COLLINS & TSAI LLP.
IMRIS INC: Claims Bar Date Set for October 30
---------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set Oct. 30,
2015, at 5:00 p.m. (EDT) as deadline for each person or entity to
file proofs of claim against IMRIS Inc.
The Court also set Dec. 1, 2015, at 5:00 p.m. (EST) as last day for
governmental units to file their claims against the Debtor.
All proofs of claim must be filed and received by the applicable
claim deadlines at:
IMRIS Claims Processing Center
c/o KKC
2335 Alaska Avenue
El Segundo, CA 90245
About IMRIS Inc.
Based in Minnetonka, Minnesota, IMRIS Inc. -- http://www.imris.com/
-- designs, manufactures and markets image guided therapy systems.
IMRIS's VISIUS Surgical Theatre systems enhance the effectiveness
magnetic resonance systems, x-ray fluoroscopy systems, and
computed
tomography (CT) systems in medical procedures.
IMRIS and its affiliated companies commenced Chapter 11 bankruptcy
cases (Bankr. D. Del. Lead Case No. 15-11133) in Delaware on May
25, 2015, with a deal to sell to Deerfield Management Company,
L.P., for a credit bid of $9.50 million, absent higher and better
offers.
The Debtors tapped the law firms of DLA Piper LLP (US) and DLA
Piper (Canada) LLP as counsel; Imperial Capital, LLC, as
Investment
banker, FTI Consulting, Inc.'s Andrew Hinkelman as chief
restructuring officer; and Kurtzman Carson Consultants LLC as
claims and noticing agent.
IMRIS estimated $10 million to $50 million in assets and
liabilities.
On June 4, 2015, the U.S. Trustee appointed three members to the
Official Committee of Unsecured Creditors. The members of the
Committee are: (i) Trumpf Medical Systems, Inc., (ii) Siemens
Medical Solutions, USA, Inc., and (iii) ETS-'Lindgren Inc. The
Committee selected Steven K. Kortanek, Esq., Kevin J. Mangan,
Esq.,
and Thomas M. Horan, Esq., at Womble Carlyle Sandridge & Rice,
LLP,
in Wilmington, Delaware, as counsel.
INTEGRO PARENT: Moody's Assigns B3 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family rating
and B3-PD probability of default rating to Integro Parent Inc. The
rating agency also assigned ratings of B1 to the first-lien and
Caa2 to the second-lien credit facilities (see list below) being
issued by Integro to help fund a leveraged buyout of the company
sponsored by private equity firm Odyssey Investment Partners
(Odyssey). The first-lien facility ratings could be lowered if the
company increases its proportion of first-lien borrowings (e.g., by
borrowing under its delayed draw term loan). The rating outlook for
Integro is stable.
RATINGS RATIONALE
Moody's said Integro's ratings reflect its expertise in providing
risk management and insurance brokerage services to large and
mid-sized clients in selected industries; good diversification
across business lines, industries and geographic regions; and
healthy organic growth supplemented by acquisitions. Integro
operates through the following five segments in order of size: risk
management, London wholesale/reinsurance, middle market, employee
benefits, and private client services. The company has several
industry specialties, the largest being professional services,
entertainment, transportation and healthcare. The company's office
network spans the US, Canada, Bermuda and the UK.
Integro's strengths are offset by its increased financial leverage
and reduced fixed charge coverage following the proposed buyout,
and by its modest size relative to other rated insurance brokers
and service companies. The company faces integration risk related
to acquisitions as well as potential liabilities from errors and
omissions in the provision of professional services.
"Integro offers well diversified brokerage services, including
complex risk management solutions for large clients in selected
industries," said Bruce Ballentine, Moody's lead analyst for
Integro. "However, like several peers in the brokerage sector, the
company is taking on substantial debt to help fund a leveraged
buyout."
Moody's estimates that Integro's debt-to-EBITDA ratio will be above
8x following the buyout, including contingent earnout obligations
as debt, along with other standard accounting adjustments. Part of
Integro's acquisition strategy is to pay a relatively high
proportion of its purchase consideration through multi-year
contingent earnouts. This helps align the ultimate purchase price
with the performance of an acquired entity, but it also represents
a significant use of Integro's future cash flows. Integro's
proposed financial leverage is aggressive for its rating category,
but Moody's expects the company to reduce its leverage below 7.5x
over the next 12-18 months through continued organic growth plus
modest synergies from recent acquisitions.
Funding sources for the buyout will include borrowings under the
credit facilities, equity contributed by Odyssey, equity rolled
over by company managers/employees, and contingent earnout
obligations related to recent acquisitions. Most of these funds
will be used to purchase equity from current owners, which include
many institutional investors, while $40 million will be earmarked
to cover near-term earnout obligations, and the remaining funds
will be used to pay transaction fees and expenses.
Factors that could lead to an upgrade of Integro's ratings include:
(i) debt-to-EBITDA ratio below 5.5x, (ii) (EBITDA - capex) coverage
of interest consistently exceeding 2x, and (iii)
free-cash-flow-to-debt ratio consistently exceeding 5%.
Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio above 7.5x on a sustained basis, (ii) (EBITDA
- capex) coverage of interest below 1.2x, or (iii)
free-cash-flow-to-debt ratio below 2%.
Moody's has assigned the following ratings (and loss given default
(LGD) assessments):
Corporate family rating B3;
Probability of default rating B3-PD;
$50 million five-year first-lien revolving credit facility B1
(LGD3) (undrawn at closing);
$220 million seven-year first-lien term loan B1 (LGD3);
$90 million first-lien delayed draw term loan B1 (LGD3) (undrawn at
closing);
$80 million eight-year second-lien term loan Caa2 (LGD5).
If Integro moderately increased its proportion of first-lien
borrowings, for example by borrowing under the delayed draw term
loan, the first-lien credit facilities would likely be downgraded
to B2 from B1.
Integro, based in New York City, is an international specialty
insurance brokerage and risk management firm with a range of
industry and product specialties. The company generated total
revenues of $194 million for the 12 months through June 2015.
IRONSTONE GROUP: Chairman Assigns 250,000 Shares to M. Huyghue
--------------------------------------------------------------
Bill Hambrecht, chairman of the Ironstone Group Inc., transferred
250,000 shares of his personal holdings in Ironstone Group, Inc. to
Michael Huyghue, according to a regulatory filing with the
Securities and Exchange Commission.
About Ironstone Group
San Francisco, Calif.-based Ironstone Group, Inc., and
subsidiaries have no operations but are seeking appropriate
business combination opportunities.
Ironstone reported a net loss of $259,000 for the year ended
Dec. 31, 2014, compared to a net loss of $170,000 for the year
ended Dec. 31, 2013.
As of June 30, 2015, the Company had $2.98 million in total assets,
$1.86 million in total liabilities and $1.12 million in total
stockholders' equity.
Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company has recurring net losses and negative cash flows from
operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
ITUS CORP: Amends $12 Million Prospectus with SEC
-------------------------------------------------
ITUS Corporation has filed an amendment to its Form S-3
registration statement relating to the proposed sale of $12 million
worth of common stock, preferred stock, purchase warrants,
warrants, subscription rights, depositary shares, debt securities
and units. The Company amended the Registration Statement to delay
its effective date.
The Company's common stock is quoted on the Nasdaq Capital Market
under the symbol "ITUS." The aggregate market value of the
Company's outstanding common stock held by non-affiliates is
$44,995,088 based on 8,720,878 shares of outstanding common stock,
of which 7,665,262 shares are held by non-affiliates, and a per
share price of $5.87 which was the closing sale price of the
Company's common stock as quoted on the NASDAQ Capital Market on
July 24, 2015.
A full-text copy of the Form S-3/A is available for free at:
http://is.gd/3mZKR8
About ITUS Corporation
ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires
patented technologies for the purposes of patent monetization and
patent assertion. The company currently has 10 patent portfolios
in the areas of Key Based Web Conferencing Encryption, Encrypted
Cellular Communications, E-Paper(R) Electrophoretic Display, Nano
Field Emission Display ("nFED"), Micro Electro Mechanical Systems
Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window
Frame Construction, VPN Multicast Communications, Internet
Telephonic Gateway, and Enhanced Auction Technologies.
CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014,
to reflect the Company's change in its business operations.
ITUS Corporation reported a net loss of $9.60 million on $3.66
million of total revenue for the year ended Oct. 31, 2014, compared
to a net loss of $10.08 million on $389,000 of total revenue for
the year ended Oct. 31, 2013. The Company also reported a net loss
of $4.25 million for the year ended Oct. 31, 2012, and a net loss
of $7.37 million for the year ended Oct. 31, 2011.
As of July 31, 2015, the Company had $10.27 million in total
assets, $4.28 million in total liabilities and $5.99 million in
total stockholders' equity.
JOE'S JEANS: Closes Sale of Joe's Brand Assets
----------------------------------------------
Joe's Jeans Inc., completed on Sept. 11, 2015, the previously
disclosed sale of:
(i) certain of its intellectual property assets used or held
for use in the Company's business operated under the
brand names "Joe's Jeans," "Joe's," "Joe's JD" and "else"
for an aggregate purchase price of $67 million, pursuant
to the Asset Purchase Agreement, dated Sept. 8, 2015, by
and among the Company, Joe's Holdings LLC, and solely for
the purposes of its related guarantee, Sequential Brands
Group, Inc.; and
(ii) among other things, certain inventory and other assets
and liabilities related to the Joe's Business for an
aggregate purchase price of $13 million, pursuant to the
Asset Purchase Agreement, dated Sept. 8, 2015, by and
between the Company and GBG USA Inc.
The proceeds of the Asset Sale were used to repay all of the
Company's indebtedness outstanding under the Term Loan Credit
Agreement and a portion of the Company's indebtedness outstanding
under its revolving credit agreement.
In connection with the Asset Sale, Hudson Clothing, LLC, a
wholly-owned subsidiary of the Company, as "Administrative
Borrower", and the Company, and certain of the Company's
subsidiaries party thereto, as "Guarantors", entered into the
Amended and Restated Revolving Credit Agreement with The CIT
Group/Commercial Services, Inc., as administrative agent and
collateral agent, and the lenders. Among other things, the A&R
Revolving Credit Agreement (i) amends and restates the Revolving
Credit Agreement, dated as of Sept. 30, 2013 (as amended by (a)
Omnibus Amendment No. 1 to Revolving Credit Agreement and Guarantee
and Collateral Agreement, dated as of Dec. 20, 2013, (b) Amendment
No. 2 to Revolving Credit Agreement, dated as of April 23, 2015,
and (c) the CIT Forbearance Agreement, by and among Hudson and
Joe's Jeans Subsidiary Inc., as borrowers, the Company and certain
subsidiaries of the Company party thereto, as guarantors, CIT, and
the lenders party thereto, and (ii) waives the "Existing Defaults"
and "Forbearance Defaults" and certain other defaults. Pursuant to
a separate consent and agreement, CIT and the lenders consented to
the Asset Sale.
The A&R Revolving Credit Agreement provides for a revolving credit
facility with up to $10,000,000 of lender commitments. The
Borrowers' actual maximum credit availability under the Revolving
Facility varies from time to time and is equal to the lesser of (i)
the Revolving Commitment minus an availability block of $2.5
million, or $7.5 million, and (ii) a calculated borrowing base,
which is based on the value of the eligible accounts and eligible
inventory minus the availability block of $2.5 million minus
reserves imposed by the revolving lenders, all as specified in the
A&R Revolving Credit Agreement. The Revolving Facility provides
for swingline loans, up to $1 million sublimit, and letters of
credit, up to $1 million sublimit, within such credit availability
limits. Proceeds from advances under the Revolving Facility may be
used (i) to pay fees and expenses in connection with the A&R
Revolving Credit Agreement and the Asset Sale and (ii) for working
capital needs and general corporate purposes.
All unpaid loans under the Revolving Facility mature on Dec. 31,
2015. The Borrowers have the right at any time and from time to
time to (i) terminate the commitments under the Revolving Facility
in full and (ii) prepay any borrowings under the Revolving
Facility, in whole or in part, without terminating or reducing the
commitment under the Revolving Facility.
The Revolving Facility is guaranteed by the Company and all of its
subsidiaries, and is secured by liens on substantially all assets
owned by the borrowers and guarantors party thereto, subject to
permitted liens and exceptions. In connection with the Asset Sale,
the Guarantee and Collateral Agreement, dated as of
Sept. 30, 2013, by and among Joe's Jeans Subsidiary, Inc. and
Hudson, the Company, certain subsidiaries of the Company party
thereto and CIT, as administrative agent and collateral agent, as
amended, was further amended pursuant to the Reaffirmation and
Amendment of Collateral Documents, dated as of Sept. 11, 2015, by
and among CIT, the Company, Joe's Sub, Hudson, Innnovo West Sales,
Inc., Joe's Jeans Retail Subsidiary, Inc., Hudson Clothing
Holdings, Inc., and HC Acquisition Holdings, Inc., providing for
among other things, the addition of the factor as a secured party
under the Guarantee and Collateral Agreement.
Advances under the Revolving Facility are in the form of either
base rate loans or LIBOR rate loans. The interest rate for base
rate loans under the Revolving Commitment fluctuates and is equal
to (x) the greatest of (a) JPMorgan Chase Bank prime rate; (b) the
Federal funds rate plus 0.50%; and (c) the rate per annum equal to
the 90 day LIBOR published in the New York City edition of the Wall
Street Journal under "Money Rates" plus 1.0%, in each case, plus
(y) 3.50%. The interest rate for LIBOR rate loans under the
Revolving Commitment is equal to the 90-Day LIBO Rate per annum
plus 4.50%. Interest on the Revolving Facility is payable on the
first day of each calendar month and the maturity date. Among
other fees, the Borrowers pay a commitment fee of 0.25% per annum
(due quarterly) on the average daily amount of the unused revolving
commitment under the Revolving Facility. The Borrowers also pay
fees with respect to any letters of credit issued under the
Revolving Facility.
Additionally, in connection with the Asset Sale, Joe's Sub, Hudson,
GBG and CIT entered into a Reassignment and Termination Agreement,
dated as of Sept. 11, 2015. Pursuant to the Reassignment and
Termination Agreement, Joe's Sub was terminated as a party to the
Amended and Restated Factoring Agreement, dated as of Sept. 30,
2013, by and among Joe's Sub, Hudson, and CIT. Subject to the terms
and conditions provided in the Reassignment and Termination
Agreement, CIT reassigned to Joe's Sub all of its accounts factored
with CIT which were outstanding as of the date of the Reassignment
and Termination Agreement.
In connection with the closing of the Operating Asset Purchase
Agreement on Sept. 11, 2015, Mr. Joseph M. Dahan resigned as
creative director and director of the Company pursuant to the
Separation Agreement and Mutual Limited Release, dated as of
Sept. 8, 2015, between Mr. Dahan and the Company.
About Joe's Jeans
Joe's Jeans Inc. -- http://www.joesjeans.com/-- designs, produces
and sells apparel and apparel-related products to the retail and
premium markets under the Joe's(R) brand and related trademarks.
In its audit report on the consolidated financial statements for
the year ended Nov. 30, 2014, Moss Adams LLP expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has a net working capital deficiency due
to debt covenant violations and has suffered recurring losses from
operations.
The Company reported a net loss of $27.7 million on $189 million of
net sales for the fiscal year ended Nov. 30, 2014, compared with a
net loss of $7.31 million on $140 million of net sales in 2013.
As of Feb. 28, 2015, Joe's Jeans had $185 million in total assets,
$165 million in total liabilities and $20 million in total
stockholders' equity.
The Troubled Company Reporter, on June 9, 2015, reported that Joe's
Jeans received a letter on May 29, 2015, from The Nasdaq Stock
Market indicating that the Company had received an additional 180
days, or until Nov. 23, 2015, to regain compliance with Nasdaq
Listing Rule 5550(a)(2) by maintaining a closing bid price per
share of its common stock at $1.00 per share or more for a minimum
of 10 consecutive trading days.
KITTUSAMY LLP: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Kittusamy LLP filed with the U.S. Bankruptcy Court for the District
of Nevada its schedules of assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ------------ -----------
A. Real Property
B. Personal Property $11,753,362
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $6,454,918
E. Creditors Holding
Unsecured Priority
Claims
F. Creditors Holding
Unsecured Non-priority
Claims $9,560,494
----------- ------------
TOTAL $11,753,362 $16,015,411
A full-text copy of the Debtor's schedules and statements is
available for free at http://bankrupt.com/misc/KITTUSAMY_SAL.pdf
Kittusamy, LLP, doing business as Las Vegas Medical Centers, is
subject to an involuntary Chapter 11 bankruptcy petition filed by
creditors owed $6.93 million on business loans and an equipment
lease.
The creditors who signed the petition are:
Claim
Creditor Nature of Claim Amount
-------- --------------- ------
Moonshell, LLC Business Loans $2,952,870
Xspectra, Inc. Business Loan $209,000
Seven Hills Equipment, LLC Equipment Lease $2,740,660
Venus Group, LLC Medical Liens $1,024,682
----------
$6,927,211
Moonshell and Venus are represented by Samuel A. Schwartz, Esq., at
Schwartz Flansburg PLLC. Xspectra and Seven Hills are represented
by Matthew C. Zirzow, Esq., at Larson & Zirzon, LLC.
KU6 MEDIA: Reports Financial Results For the Second Quarter
-----------------------------------------------------------
Ku6 Media Co., Ltd., reported a net loss of US$665,000 on US$2.38
million of total revenues for the three months ended June 30, 2015,
compared with a net loss of US$5.34 million on US$696,000 of total
revenues for the same period during the prior year.
For the six months ended June 30, 2015, the Company reported a net
loss of US$1.49 million on US$4.73 million of total revenues
compared to a net loss of US$9.75 million on US$3.5 million of
total revenues for the same period a year ago.
As of June 30, 2015, the Company had US$8.91 million in total
assets, US$14.3 million in total liabilities, and a total
shareholders' deficit of US$5.42 million.
Cash and cash equivalents were US$8.18 million as of June 30,
2015.
"It's my pleasure to announce Ku6's earning release for the second
quarter of 2015," Mr. Feng Gao, chief executive officer of Ku6
Media, commented. "In the second quarter of 2015, Ku6 Media
generated revenues stably and successfully lowered down loss as
compared to last quarter. On the based of maintaining stable
revenues and low operation costs of current business, we have
expanded our business to video social communication and related
field since the second half of 2015. We expect that the new
business will bring opportunities for revenue growth in the
future."
"Substantial doubt exists as to the Company's ability to continue
as a going concern, primarily due to (a) uncertainties associated
with the amount of and growth in revenues from (i) an advertising
agency agreement with Huzhong, the Company's new third party
advertising agent since late August 2014, (ii) the amount of and
growth in revenues from other sources; and (b) uncertainties as to
the availability and timing of additional financing with terms
acceptable to the Company," the Company said in the press release.
Recent Business Developments
* Share Re-Acquisition Transaction between Shanda and Mr. Xudong
Xu
On May 11, 2015, the Company's then significant shareholder, Mr.
Xudong Xu, signed and consummated a share purchase agreement with
Shanda Media Group Limited, a wholly owned subsidiary of Shanda
Interactive Entertainment Limited, to sell 1,938,360,784 ordinary
shares of the Company (amounting to approximately 40.7% of the
Company's issued and outstanding share capital) to Shanda Media. In
exchange for the shares re-acquired by Shanda Media from Mr. Xu,
Shanda Media released Mr. Xu from a promissory note originally
entered into on April 3, 2014, pursuant to which Mr. Xu had agreed
to pay Shanda Media US$47,350,831 in exchange for the original
acquisition of the shares.
* Shareholder Loan
On Feb. 2, 2015, the Company entered into a loan agreement with Mr.
Xudong Xu, pursuant to which Mr. Xu agreed to provide a loan of
RMB30.0 million (US$4.84 million) to the Company within 20 business
days from the date thereof. The term of the loan is one year, and
the loan bears interest at a rate of 6.5% per annum. The Company
received RMB30.0 million from Mr. Xu on March 4, 2015, and the
Company recorded the shareholder's loan as a related party loan on
March 31, 2015.
After the closing of the Share Re-Acquisition Transaction, Mr. Xu
transferred all of the rights and obligations relating to the
shareholder's loan to Shanda Computer on May 12, 2015, in exchange
for a payment of RMB 30.3 million, making Shanda Computer the
counterparty to the related party loan. The terms of and the rate
associated with the loan were not changed.
* Advertising Agency Agreement with Huzhong
On Aug. 29, 2014, the Company entered into an advertising agency
agreement with Huzhong, pursuant to which Huzhong has agreed to act
as the Company's exclusive advertising agent for standard media
resources and as its non-exclusive advertising agency for highly
interactive advertising resources. According to the agreement, the
Company has agreed to guarantee a certain amount of web traffic per
day for its webpage on which Huzhong posts advertisements. In
return, Huzhong guarantees to the Company a minimum amount of
advertising revenues per day. The minimum guarantee amount under
this agreement is higher than that under the agency agreement with
Shengyue (the Company's previous advertising agent for a number of
years) terminated on Aug. 28, 2014. If the Company fails to meet
the web traffic target, the minimum amount guaranteed by Huzhong
will be adjusted downward proportionally. Huzhong will prepay 50%
of the minimum guaranteed amounts with the Company prior to the
beginning of each month, and the balance will be settled monthly.
The advertising agency agreement started on Aug. 29, 2014, and will
expire on Dec. 31, 2017.
The revenue from Huzhong was US$2.18 million in the second quarter
of 2015, as compared US$2.24 million in the first quarter of 2015.
* New Business on Video Social Communication
On the base of maintaining stable revenue of current business, the
Company started to expand its business to explore opportunities for
revenue growth. In July, 2015, the Company entered into a
cooperation agreement with Beijing Kaitexiu Culture & Art Co., Ltd.
and Beijing Jingying TM Performing Arts and Culture Media Co.,Ltd.,
pursuant to which the parties set up a media company, Beijing Modo
Media Co., Ltd. The Company has 30% equity interest in Beijing
Modo. Beijing Modo will focus on video social communication
business. In addition, in August 2015, the Company also entered
into a cooperation agreement with Beijing Modo, according to which
the Company will share a certain percentage of its revenue as
compensation for traffic promotion provided by the Company.
A full-text copy of the report is available for free at:
http://is.gd/DThJAt
About Ku6 Media
Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video
company in China focused on User-Generated Content. Through its
premier online brand and online video Web site --
http://www.ku6.com/-- Ku6 Media provides online video uploading
and sharing service, video reports, information and entertainment
in China.
Ku6 Media reported a net loss of $10.7 million in 2014 following a
net loss of $34.4 million in 2013.
PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's
Republic of China, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company's recurring losses, negative working
capital, net cash outflows, and uncertainties associated with
significant changes made, or planned to be made, in respect of the
Company's business model, raise substantial doubt about the
Company's ability to continue as a going concern.
LEGUMEX WALKER: Sells Special Crops Unit; Reveals Liquidation Plan
------------------------------------------------------------------
Legumex Walker Inc. announced on Sept. 14, 2015, that it has
entered into a definitive agreement with The Scoular Company
pursuant to which Scoular has agreed to acquire substantially all
of the assets of LWI's Special Crops Division for CAD94 million
plus the amount of net working capital at closing, on a cash free
debt free basis, paid in cash. The sale represents a CAD174.6
million transaction value for LWI, based on LWI's working capital
as at June 30, 2015. The actual purchase price and transaction
value are subject to working capital and other adjustments in
accordance with the Agreement (all figures are in Canadian
dollars).
Scoular is a leading U.S.-based agricultural marketing company that
manages supply chain risk for global suppliers and end-users of
grains, oilseeds, and other feed and food ingredients.
As announced previously, the Special Committee of the Board of LWI
oversaw an extensive process starting in March 2015 and considered
a number of alternatives to maximize shareholder value. As a result
of the Strategic Review, and in light of the challenges facing the
Company, the Special Committee unanimously determined
that a sale of the Special Crops Division was most likely to
maximize shareholder value.
"Following careful review of the transaction by the Special
Committee in consultation with our external financial and legal
advisors, we believe this transaction represents excellent value
and is in the best interests of LWI shareholders," said Bruce
Scherr, Chairman of the Board of Directors of Legumex Walker Inc.
"This is a highly strategic addition to our existing global feed
and food ingredient merchandising business and U.S.-based
grain-handling network," said Bob Ludington, Scoular's Chief
Operating
Officer. "The transaction will significantly increase our product
and geographic footprint, which in turn will increase our ability
to serve new and existing customers worldwide. We expect to operate
Scoular Special Crops much like LWI operates the business today,
but with the financial capacity to expand operations, product
lines, and distribution channels. As a result, we will be
able to provide additional value to Canadian producers and pursue
opportunities to serve a global customer base seeking specialty
products associated with healthy food trends."
"The goal for our Special Crops Division was to bring together
several exceptional businesses in our industry, diversify across
our product offerings, growing regions and customers, and create
an exceptional platform that would thrive as it grew," said Joel
Horn, President and Chief Executive Officer, Legumex Walker Inc.
"Coming off a record year for Special Crops, we are proud that an
organization of the caliber of Scoular recognizes the value that we
have created."
Unanimous Approval of the Board
The transaction has been approved unanimously by LWI's Board of
Directors, which has determined that the transaction is in the best
interests of the Company and its shareholders and recommends that
shareholders vote in favour of the transaction at a Special Meeting
of Shareholders, which will be scheduled for November 9, 2015.
Altacorp Capital Inc., financial advisor to LWI's Board of
Directors, has provided an opinion to the Board of Directors that,
subject to the assumptions and limitations upon which the opinion
is based, the consideration to be received by the Company in the
transaction is fair from a financial point of view.
Shareholder Approval and Other Conditions
The implementation of the transaction will be subject to
shareholder approval at the Meeting. The transaction must be
approved by 66???% of shares voted at the Meeting and by majority
of
the shares voted at the Meeting, excluding votes attached to any
shares owned or controlled by Scoular. At the date of this release,
Scoular owns a $16.5 million convertible debenture of the
Company, but does not own any shares of the Company.
Each of LWI's directors and senior officers that hold common shares
in the Company and the Company's largest shareholder group, Mr.
Ivan Sabourin, the Ivan Sabourin Family Trust and the Richard and
Elaine Sabourin Trust, which collectively hold approximately 15.5%
of the outstanding common shares of LWI, have entered into voting
support agreements with Scoular and have agreed to vote their
common shares in favour of the transaction.
Because Scoular holds a $16.5 million principal amount convertible
debenture (which will be repaid out of the proceeds received at
closing), it constitutes a related party of LWI for purposes of the
Agreement under applicable securities law. Accordingly, the Special
Committee retained Deloittes LLP to prepare a formal valuation, a
summary or copy of which will be included in a Management
Information Circular to be provided to shareholders of LWI in
connection with the Meeting.
The completion of the transaction is subject to regulatory
approval, including approvals required under the Competition Act
(Canada), Farm Lands Ownership Act (Manitoba) and The
Saskatchewan Farm Security Act and certain other third party
consents required for the assignment and transfer of assets and
contracts.
The Agreement includes customary non-solicitation, right to match
and termination provisions, including termination in the event of a
"Superior Proposal" (defined to include, among other events, an
unsolicited offer for the purchase of not less than 50% of the
shares of the Company which satisfies the requirements set out in
the Agreement).
The termination of the Agreement in the event of a Superior
Proposal or a failure of shareholders to approve the transaction in
the event of a Superior Proposal will trigger the payment by the
Company of a $6 million termination fee to Scoular. In addition,
the failure of shareholders to approve the transaction in the
absence of a Superior Proposal will result in an
obligation of the Company to reimburse Scoular for transaction
related expenses, subject to a maximum of $950,000.
The terms and conditions of the transaction will be disclosed in
more detail in a Management Information Circular that will be
mailed to shareholders as of the record date to be established.
It is anticipated that the transaction, if shareholders approve and
regulatory and other approvals are obtained, will be completed in
the fourth quarter of 2015.
Copies of the Agreement and of the Management Information Circular
for the Meeting will be filed with Canadian securities regulators
and will be available on the SEDAR profile of the Company at
www.sedar.com. In addition, investors and shareholders may obtain
free copies of the documents the Company files with Canadian
securities regulators by directing a written request to LWI, 1345
Kenaston Boulevard, Winnipeg, MB R3P 2P2 Attention: Corporate
Secretary. Investors and shareholders of the Company are urged to
read the Management Information Circular and the other relevant
materials when they become available because such materials will
contain important information about the transaction.
Update on Pacific Coast Canola LLC (PCC)
The Special Committee of the Board has entered into a non-binding
term sheet on an exclusive basis with respect to a possible
transaction for the Company's ownership interest in PCC. There is
also a forbearance agreement in place with AgCountry Farm Credit
Services to allow all parties time to finalize the PCC Transaction.
Although the outcome of any such transaction is uncertain, the
Company currently believes it will complete the PCC Transaction
prior to the Meeting but does not expect to receive any value from
the sale of its 84% interest in PCC.
Plan of Liquidation
The sale of the Special Crops Division and the PCC Transaction will
allow the Company to wind up its operations and return to its
shareholders the net proceeds of the sale of the Special Crops
Division, after repayment of all bank debt and other liabilities,
taxes and transaction related other expenses (in total the
"Obligations") as part of a Court approved liquidation process.
Accordingly, at the Meeting shareholders will also be asked to
approve a plan of liquidation for the Company. While there is no
guarantee as to the net amount of distributions to shareholders
following the sale of the Special Crops Division, the Company
currently expects, after repayment of all Obligations, to
distribute a per share amount in the range of $2.50 to $2.75. A
decision in respect of the timing and the amount of distribution
will be made by the liquidator to be appointed following completion
of the sale of the Special Crops Division and completion of the PCC
Transaction. An initial distribution is expected in the first or
second quarter of 2016, with a possible final distribution
following liquidation. The amount and timing of any distribution
will only be determined during the liquidation process by the
liquidator under supervision of the court.
The common shares of the Company are expected to cease trading and
be delisted from the Toronto Stock Exchange within a month
following court approval of the plan of liquidation.
AltaCorp Capital Inc. has acted as financial advisor to the
Company's Special Committee. Origin Merchant Partners has acted as
financial advisor to Scoular.
About Legumex Walker
Legumex Walker Inc. -- http://www.legumexwalker.com/-- is a
processor and merchandiser of pulses and other special crops, and
through the Company's PCC canola seed processing facility in
Washington State, canola products. The Company operates processing
facilities in the Canadian Prairies, American Midwest, the Pacific
Northwest, and China. LWI has an 84% interest in PCC, a canola
oilseed processing facility in the State of Washington, the largest
commercial-scale canola oilseed processing facility west of the
Rocky Mountains.
LEHMAN BROTHERS: Liable to Intel on Failed Deal, Judge Says
-----------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that a New York
bankruptcy judge said on Sept. 16, 2015, that Lehman Brothers
Holdings Inc. must be held liable for more than $1 billion in
damages to cover losses Intel Corp. suffered from an ill-fated
stock-purchase agreement the parties struck shortly before the
investment bank collapsed in September 2008.
According to the Associated Press (AP), the damages Intel seeks are
linked to a $1 billion "prepayment" it gave to a Lehman subsidiary
as part of a share repurchase agreement the investment bank never
delivered on.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
As of Oct. 2, 2014, Lehman's total distributions to unsecured
creditors have amounted to $92.0 billion. As of Sept. 30, 2014,
the brokerage trustee has substantially completed customer claims
distributions, distributing more than $106 billion to 111,000
customers.
LONESTAR GEOPHYSICAL: Creditors Have Until Oct. 23 to File Claim
----------------------------------------------------------------
Creditors of Lonestar Geophysical Surveys LLC have until next month
to file their pre-bankruptcy claims against the company, according
to court filings.
Proofs of claim must be filed on or before the Oct. 23 deadline
approved by U.S. Bankruptcy Judge Sarah Hall, who oversees the
company's Chapter 11 case.
This deadline is called a "bar date" because it means that
creditors who come forward after that date may be "barred" from
ever filing a claim against the company.
About Lonestar Geophysical
Lonestar Geophysical Surveys, LLC, which acquires seismic data and
provides services and products to the oil and gas industry, sought
bankruptcy protection (Bankr. W.D. Okla. Case No. 15-11872) on
May 18, 2015.
Judge Hon. Sarah A. Hall presides over the case. The Debtor tapped
Ross A. Plourde, Esq., at McAfee & Taft, as counsel.
According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Sept. 15, 2015. Governmental proofs
of claim are due Nov. 16, 2015.
The Debtor, in an amended schedules, disclosed total assets of
$21,643,793 and total liabilities of $12,311,768.
LSF9 CYPRESS: Moody's Assigns B3 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned a first-time B3 Corporate Family
Rating and B3-PD Probability of Default Rating to LSF9 Cypress
Holdings LLC, aka Foundation Building Materials ("Foundation" or
"FBM"), a national distributor of building products, following the
company's announcement that it is being acquired by affiliates of
Lone Star Funds. In a related rating action, Moody's assigned a B3
rating to the proposed senior secured term loan maturing 2022, and
a Caa2 rating to the proposed second lien term loan maturing 2023.
The rating outlook is stable.
Lone Star Funds, through its affiliates, is acquiring Foundation
from affiliates of CI Capital for approximately $560 million,
excluding transaction and related fees. Proceeds from the credit
facilities, together with a $255 million equity contribution in the
form of common stock by Lone Star Funds and $30 million rollover of
current management equity interests, will be used for the
acquisition. FBM's new debt capital structure will consist of a $50
million asset-based senior secured revolving credit facility
expiring 2020 (unrated), a $245 million senior secured term loan
maturing 2022, and an $80 million second lien term loan maturing
2023. Current management is rolling over about $30 million of
common equity as well.
The following ratings/assessments are affected by this action:
Corporate Family Rating assigned B3;
Probability of Default Rating assigned B3-PD;
Senior Secured Term Loan maturing 2022 assigned B3 (LGD3); and,
Second Lien Term Loan maturing 2023 assigned Caa2 (LGD5).
The rating outlook is stable.
RATINGS RATIONALE
Foundation's B3 Corporate Family Rating results from the company's
highly leveraged capital structure following the buyout by the
affiliates of Lone Star Funds. Balance sheet debt will rise to $325
million at closing from about $270 million, resulting in Moody's
adjusted debt-to-EBITDA in the 7.0x -- 7.25 range on a pro form
basis (inclusive of full-year earnings from acquired companies) at
2Q15. With the prospects of operating improvement and some debt
reduction from free cash flow, key debt credit metrics will
improve. Moody's projects adjusted leverage approaching 5.0x by
FYE16. In addition, Moody's estimates free cash flow-to-debt
nearing 3.0% over the next 12 -- 18 months (all ratios incorporate
Moody's standard adjustments). Each key credit metric supports the
current B3 CFR. A significant risk is that debt reduction from
excess free cash flow does not materialize, as this would slow the
improvement in credit metrics. Also, Foundation is essentially a
roll-up of many smaller distributors that has no extended track
record as a consolidated entity, creating integration risks, and
the likelihood that FBM will continue to grow partially through
acquisitions. The integration of the combined entities could fall
short of expectations, delaying the realization of anticipated cost
synergies.
Offsetting FBM's leveraged capital structure is meaningful equity
contribution alongside Moody's expectation for gradual improvement
in adjusted EBITDA margins, approaching the high single digits over
the next 12 to 18 months due to increased volumes, some higher
pricing, and cost synergies. Our historical and projected margin
calculations include acquisition-related expenses, since Moody's
believes that acquisitions are part of FBM's growth strategy.
Moody's expects interest coverage, measured as
(EBITDA-CAPEX)-to-interest expense, could exceed 2.0x over the next
12 to 18 months (all ratios incorporate Moody's standard
adjustments). Foundation is benefiting from the currently low
interest rate environment for its debt. FBM will also benefit from
solid new housing construction and expanding non-residential
construction activity, the main drivers of the company's revenues.
Its extensive product sourcing capabilities, physical distribution
network and diverse customer base are the key factors supporting
its market position since the company is not a product
manufacturer. However, revenue is exposed to highly cyclical end
markets, which can weaken cash flow and debt-service capabilities
in economic downturns. Nevertheless, Foundation has an extended
maturity profile with no maturing debt beyond very manageable term
loan amortization of about $2.5 million per year until 2020 when
the revolving credit facility expires, giving it financial
flexibility to integrate existing businesses and to meet Moody's
growth expectations.
The stable rating outlook reflects Moody's view that the
integration of acquisitions will proceed smoothly, and operating
performance will improve, resulting in adjusted debt-to-EBITDA
leverage approaching 5.0x by FYE16.
The B3 rating assigned to the $245 million senior secured term loan
maturing 2022, the same rating as the Corporate Family Rating,
represents the preponderance of debt in the proposed capital
structure. The term loan will be secured by a first lien on
predominately all of FBM's assets not pledged to secure the
asset-based revolving credit facility. It will also have a second
lien on the assets securing the revolver on a first lien basis,
consisting of cash, accounts receivable and inventory. FBM's
subsidiaries provide guarantees. The term loan is effectively
subordinated to the company's $50 million asset-based revolving
credit facility expiring 2020 (unrated), but benefits from $80
million of junior secured capital.
The Caa2 rating assigned to the second lien term loan maturing
2023, two notches below the Corporate Family Rating, reflects its
position as the junior-most debt in the capital structure and the
effective subordination to $295 million of more secured committed
credit facilities. FBM's subsidiaries provide guarantees for this
term loan as well, but this term loan would absorb the first losses
in a recovery scenario.
Moody's does not expect to upgrade Foundation's ratings until it
achieves a successful integration of its acquisitions. However,
positive rating actions could occur if the company benefits from
operating efficiencies, growth in its end markets, and reduces debt
with free cash flow, validating Moody's forecasts and resulting in
the following credit metrics (ratios include Moody's standard
adjustments) and characteristics:
-- Debt-to-EBITDA sustained below 5.0x (7.0x -- 7.25x pro forma)
-- Improvement in the company's liquidity profile
Negative rating actions could occur if Foundation's operating
performance falls below our expectations, resulting in the
following credit metrics (ratios include Moody's standard
adjustments) and characteristics:
-- Debt-to-EBITDA remaining above 6.5x
-- (EBITDA-CAPEX)-to-interest expense sustained below 1.5x
-- Deterioration in the company's liquidity profile
-- Large shareholder distributions
-- Large debt-financed acquisitions
Foundation Building Materials, headquartered in Tustin, CA, is a
North American distributor of building materials. Foundation sells
its products to building materials retailers and other distributors
that support repair and remodeling activity, new housing
construction, and non-residential construction activity. Following
the completion of the acquisition, Lone Star Funds, through its
affiliates, is the majority owner of Foundation. Revenues for the
12 months through June 30, 2015 approximate $680 million.
LSF9 CYPRESS: S&P Assigns 'B' CCR & Rates $245MM Loan 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to LSF9 Cypress Holdings LLC. The outlook
is stable.
S&P also assigned its 'B+' issue-level rating to the company's
proposed $245 million first-lien term loan due 2022 and its 'CCC+'
issue-level rating to its proposed $80 million second-lien term
loan due 2023. The recovery rating on the first-lien term loan is
'2', indicating S&P's expectation of substantial (70% to 90%; lower
end of the range) recovery for lenders in the event of default
while the recovery rating on the second-lien term loan is '6',
indicating S&P's expectation of negligible recovery prospects (0%
to 10%).
"We expect FBM to continue to pursue both organic and acquisitive
growth while gradually improving EBITDA margins over the next two
years," said Standard & Poor's credit analyst Thomas O'Toole.
"Although we forecast EBITDA growth as the company integrates its
recent acquisitions, we expect FBM's financial risk profile will
remain highly leveraged based on our view of the private equity
ownership and our belief it will remain acquisitive, keeping
leverage in excess of 5x over the next two years."
Although S&P views it as unlikely at this time, it could take a
negative rating action over the next 12 months if the company
encounters issues with the integration of purchased operations or
if market conditions worsen such that performance is substantially
worse than S&P's forecast, with leverage of 8x and EBITDA interest
coverage of less than 2x.
S&P views an upgrade as highly unlikely over the next 12 months
given the company's size and scale compared to peers, its view of
the private equity ownership, and S&P's forecast for credit
measures to remain highly leveraged.
LYONDELL CHEMICAL: Bankr. Judge Won't Certify Defendant Class
-------------------------------------------------------------
Edward S. Weisfelner, as litigation trustee of the LB Litigation
Trust (the successor to the Lyondell Chemical Company estate) seeks
to recover payments to Lyondell stockholders incident to a
leveraged buyout transaction. The Trustee moves for certification
of a defendant class of those stockholders. The Trustee's class
certification motion is opposed by stockholder defendants, who
assert that certification of a defendant class would be
inappropriate as a matter of class action law, and also would be
premature.
According to Bankruptcy Judge Robert E. Gerber, it is entirely
possible that sooner or later, certification of a defendant class
of all stockholder recipients of LBO payments -- though solely to
decide issues that would be wholly common to all of them -- would
turn out to be appropriate. But at oral argument, the Court noted
matters that might need to be addressed before getting to that
point. In particular, the Court expressed questions and concerns as
to:
(a) the need to allow defendant stockholders to assert any
individual defenses they might have;
(b) manageability and other jurisprudential issues that might
result if the Litigation Trust continued to proceed against Mom and
Pop stockholders (even though the great bulk of the LBO
consideration went to members of the prospective class who received
LBO payments in the millions, tens of millions, and even hundreds
of millions of dollars, and those entities could hardly be regarded
as Mom and Pop);
(c) the lack of usefulness of Fed. R. Civ. P. 23(b)(3), and
the possible relevance of the declaratory judgment provisions of
Rule 23(b)(2), along with the earlier request under Rule
23(b)(1)(B);
(d) the need to limit any class action, under Fed. R. Civ. P.
23(c)(4),1 to one considering only wholly common issues; and, if
so,
(e) whether notice might then be desirable or undesirable,
especially if (as the Court might later consider to be preferable),
class members might intervene, if they wish, but not opt out.
The Litigation Trust offered to submit a revised proposed class
action order in an attempt to respond to those concerns. The Court
advised both sides, at the conclusion of oral argument, that it
would permit the Litigation Trust to do so, but that it would also
allow the defendants to submit a response as to whether the
Litigation Trust's submission of a revised class action order,
without more, would be enough.
The Litigation Trust has now submitted the promised revised
proposed class action order. The defendants have responded that the
changes in the requested relief are too major to deny defendants
further opportunity to be heard with respect to what the defendants
say is in substance a different motion. The defendants also
continue to press their contention that while a motion to dismiss
that they had filed is sub judice, and matters in the Second
Circuit, in other cases, might affect proceedings in Lyondell,
addressing class certification here and now would be premature.
According to Judge Gerber, the Court is not persuaded by all of the
defendants' contentions, but agrees with enough of the defendants'
points to agree that class certification now cannot be granted.
Awaiting the decisions on other fronts is desirable, even if not
essential. But more fundamentally, the issues as to the relief the
Litigation Trust would seek; the entities who would be members of
the desired class; and the provision(s) of Fed. R. Civ. P. 23 on
which the Litigation Trust would proceed are sufficiently major to
require a new or dramatically amended class certification motion.
The Litigation Trust can, and must, file one. At this point, its
motion for class certification is denied without prejudice. Class
certification cannot be granted now, either as originally proposed
or as it might be granted pursuant to the Litigation Trust's new
form of order alone, Judge Gerber said.
A copy of Judge Gerber's Sept. 15 Decision and Order is available
at http://is.gd/z2NiCnfrom Leagle.com.
The case is, EDWARD S. WEISFELNER, AS LITGATION TRUSTEE OF THE LB
LITGATION TRUST, Plaintiff, v. HOFMANN, et al., Defendants, ADV.
PRO. NO. 10-05525 (REG)(Bankr. S.D.N.Y.).
Edward S. Weisfelner, as Litigation Trustee of the LB Litigation
Trust, Plaintiff, is represented by May Orenstein, Brown Rudnick
LLP, Steven D. Pohl, Brown Rudnick LLP, Sigmund S. Wissner-Gross,
Brown Rudnick, LLP.
Alfred R Hoffmann Charles Schwab & Co Inc Cust IRA Contributory,
Defendant, is represented by Sandra D. Grannum, Davidson & Grannum,
LLP.
Alpine Associates, Defendant, is represented by Norman A. Bloch,
Thompson Hine, LLP, Shaun McElhenny, Thompson Hine LLP, Simon
Miller, Thompson Hine, LLP, Joseph W. Muccia, Thompson Hine LLP,
Jeanette Rodriguez, Thompson Hine LLP.
Arbor Place Limited Partnership, Defendant, is represented by
William A. Rome, Hoffman & Pollok.
Bear Stearns & Co. F/A/O Gabelli Associates, Defendant, is
represented by Vincent R. Cappucci, Entwistle & Cappucci, LLP.
Bear Stearns & Co. F/A/O Gabelli Associates, Defendant, is
represented by Andrew J. Entwistle, Entwistle & Cappucci LLP.
First NY Securities/Britally Capital A/K/A First New York
Securities, LLC, Defendant, is represented by Ari J. Savitzky,
Wilmer Cutler Pickering Hale and Dorr LLP.
BellSouth Healthcare S&P 400 A/K/A BellSouth Corporation
Representable Employees Health Care Trust-Retirees, Defendant, is
represented by Hanna Baek, Wilmer Cutler Pickering Hale & Dorr
LLP.
Cato Enterprises LLC Arbitrage Account, Defendant, is represented
by Craig Scott Hilliard, Stark & Stark, P.C..
Clerics - COB Great Lakes Advisors Robert E. Erickson C.S.V
Provincial Treasurer A/K/A Clerics of St. Viator, Defendant, is
represented by Aviram Fox, Greenberg Traurig, LLP, Rachel E Yarch,
Kopon Airdo, LLC.
Douglas Light & Judith Light Trustees of the Douglas M. & Judith A.
Light Rev U/A Dated 02/06/1995, Defendant, is represented by
Bradley S. Defoe, Varnum LLP.
David S Macallaster Charles Schwab & Co Inc Cust IRA Contributory,
Defendant, is represented by David B. Galle, Oppenheimer Wolff &
Donnelly LLP.
Denis Patrick Kelleher, Esq. PLLC, Defendant, is represented by
Denis Patrick Kelleher, Clayman & Rosenberg LLP.
Diane L Abbey, Defendant, is represented by Karin E. Fisch, ABBEY
SPANIER RODD & ABRAMS, LLP.
Doft & Co., Inc. Firm Account, Defendant, is represented by Philip
D. Anker, Wilmer Cutler Pickering Hale and Dorr.
Donald M Balcuns Living Trust Donald M Balcuns and Jennie Anne
Balcuns, Defendant, is represented by James B. Glucksman, James B.
Glucksman, Esq., Jonathan S. Pasternak, DelBello Donnellan
Weingarten Wise & Wiederkehr, LLP.
Elisabeth H. Doft, Defendant, is represented by Peter J. Macdonald,
Wilmer Cutler Pickering Hale & Dorr LLP.
HTB Investments LLC, Defendant, is represented by James Matthew
Vaughn, Porter & Hedges, L.L.P..
IRA FBO Vello A Kuuskraa DB Securities Inc Custodian, Defendant, is
represented by Arthur Jay Steinberg, King & Spalding LLP.
Jesus Chagoya & Rose Mary Chagoya JT Ten, Defendant, is represented
by John F. Higgins, Porter & Hedges, L.L.P..
John M Fox & Marcella F Fox Jt Ten, Defendant, is represented by
Jeffrey C. Pond.
Joseph Iavicoli Charles Schwab & Co Inc Cust IRA Rollover,
Defendant, is represented by Kari Yeomans, Yeomans Law Firm.
KDC Merger Arbitrage Fund, L.P., Defendant, is represented by Guy
Petrillo, Petrillo Klein & Boxer LLP, Tatyana Trakht, Petrillo
Klein LLP.
Maryl I Ebrite Trustee Maryl I W Ebrite Revocable Trust, Defendant,
is represented by Scott W Foley, Shapiro Sher Guinot & Sandler.
Neil T Eigen & Patricia S Eigen Jt Ten, Defendant, is represented
by Eduardo J. Glas, Tseitlin & Glas, P.C..
Ohio Carpenters Midcap, Defendant, is represented by John Winship
Read, Vorys, Sater, Seymour and Pease LLP, Kelsey M. Toulouse,
Vorys, Sater, Seymour and Pease LLP.
OP&F/Intech, Defendant, is represented by Daniel R. Swetnam, Ice
Miller LLP.
Ray R Irani Trustee Ray R Irani Decl of Trust U/A, Defendant, is
represented by Joseph P. Moodhe, Debevoise & Plimpton LLP, Lorna G.
Schofield, Debevoise & Plimpton LLP, Tricia Bozyk Sherno, Debevoise
& Plimpton LLP, Zheng Wang, Debevoise & Plimpton LLP.
Ronald E Wyman Trustee of the Donald E Wyman Revocable Trust U/A
Dated 01/17/2006, Defendant, is represented by Bradley A.
Kletscher, Barna Guzy & Steffen, Ltd., Adam Silverstone, Lewis Johs
Avallone Aviles, LLP.
Sandra G Montrone, Defendant, is represented by Deborah A.
Notinger, Notinger Law, PLLC.
Sanford Saul Wadler, Defendant, is represented by Robert N. H.
Christmas, Nixon Peabody LLP.
Southern California Edison NUC, Defendant, is represented by Thomas
R. Slome, Meyer. Suozzi, English & Klein, P.C..
VA Birth Related Inj-Great Lakes Adv, Defendant, is represented by
Conrad Chiu, Pryor Cashman LLP.
Vincent Mark Rafanelli Trustee V Mark Rafanelli Living Trust U/A
Dated 07/07/2004, Defendant, is represented by Ross E. Firsenbaum,
Wilmer Cutler Pickering Hale and Dorr LLP, Jeremy S. Winer, Wilmer
Cutler Pickering Hale & Dorr LLP.
Virginia L. Lyon, Defendant, is represented by Robert E. Bartkus,
McCusker Anselmi Rosen & Carvelli, PC.
Working Womans Home Association, Defendant, is represented by
Courtney E. Scott, Tressler LLP.
Sumitomo Trust & Banking, Defendant, is represented by Jordan E.
Stern, Becker, Glynn, Muffly, Chassin & Hosinski LLP.
Scotia Capital Inc., Defendant, is represented by Jessica Rachel
Wheeler, Wilmer Cutler Pickering Hale and Dorr LLP.
Primevest Financial Services, Defendant, is represented by William
Hao, Alston & Bird LLP, James F. Moyle, MOYLE LLC.
State Teachers Retirement System, Defendant, is represented by
Ronald Scott Beacher, Pryor Cashman LLP.
William Luke & Agnes Boswell, Defendant, is represented by Charles
E. Reynolds, Santen & Hughes.
Touradji Diversified Master Fund Ltd., Defendant, is represented by
Ana M. Alfonso, Willkie Farr & Gallagher, LLP.
Harvest AA Capital LP and Harvest Capital LP, Defendant, is
represented by David J. Karp, Schulte Roth & Zabel, LLP, Brian T.
Kohn, Schulte Roth & Zabel LLP.
Tinicum Partners, L.P., Defendant, is represented by Matthew J.
Gold, Kleinberg, Kaplan, Wolff & Cohen, P.C..
Trust 1, Defendant, is represented by Bonnie Steingart, Fried,
Frank Harris Shriver & Jacobson.
Individual 7, Defendant, is represented by Jessica A. Engerer,
Kerr, Russell and Weber, PLC, Fred K. Herrmann, Kerr, Russell and
Weber, PLC, P. Warren Hunt, Kerr, Russell and Weber, PLC.
Individual 10, Defendant, is represented by Margarita Y. Ginzburg,
Day Pitney LLP, Scott A. Zuber, Chiesa Shahinian & Giantomasi PC.
Non-Profit 1, Defendant, is represented by Robert I. Cantor,
Cantor, Epstein & Mazzola, LLP.
Individual 18, Defendant, is represented by Robert Kolodney, Kane
Kessler, P.C..
Mutual Fund 5, Defendant, is represented by Alan W. Kornberg, Paul,
Weiss, Rifkind, Wharton & Garrison LLP.
Financial Advisor 3, Defendant, is represented by James K. Haney,
Wong Fleming, P.C., Jacqueline K Matthews, Baker & Hostetler,
Anthony M. Sharett, Baker Hostetler.
Mutual Fund 8, Defendant, is represented by Alexander R. Bilus,
Dechert LLP, William K. Dodds, Dechert LLP, Michael S. Doluisio,
Dechert LLP, Scott Cameron Kessenick, Dechert LLP, Stuart T.
Steinberg, Dechert LLP.
Pension Fund 4, Defendant, is represented by Patrick Sibley, Pryor
Cashman LLP.
Pension Fund 6, Defendant, is represented by Clement John Colucci,
New York State Department of Law, Robert Scannell, Morgan, Lewis &
Bockius, LLP, Paulina Stamatelos, New York State Office of the
Attorney General.
Fund 33, Defendant, is represented by Harry Frischer, Proskauer
Rose LLP, David S Mordkoff, Proskauer Rose LLP, Stephen Leonard
Ratner, Proskauer Rose LLP.
Allen Arbitrage LP, Defendant, is represented by Leo T. Crowley,
illsbury Winthrop Shaw Pittman, LLP.
Teacher's Retirement System of Georgia and Employees' Retirement
System of Georgia, Defendant, is represented by Julie Adams Jacobs,
Georgia Department of Law.
Taliesin Capital Partners LP, Defendant, is represented by Dianne
F. Coffino, Covington & Burling LLP, Andrea J. Gildea, Covington &
Burling LLP.
LMA SPC, Defendant, is represented by Eugene R. Licker, Loeb & Loeb
LLP.
Metropolitan Life Insurance Company, Defendant, is represented by
Richard W. Reinthaler, Winston & Strawn LLP.
ZLP Master Opportunity Fund Ltd., Defendant, is represented by Hugh
M. McDonald, Dentons US LLP.
Equity Overlay Fund LLC, Defendant, is represented by Robert
Honeywell, K&L Gates LLP, Richard Steven Miller, Kirkpatrick &
Lockhart, Ryan M. Tosi, K&L Gates LLP.
Plasma Physics Corp., Defendant, is represented by Jonathan S.
Bodner, Ruskin Moscou Faltischek, P.C., Dina Gielchinsky, ASK LLP.
Skylands Special Investment LLC, Defendant, is represented by
Robert Gretch, Kirkland & Ellis LLP.
VTrader Pro, LLC, Defendant, is represented by Richard M. Asche,
Litman, Asche & Gioiella LLP.
Wabash Harvest Partners LP, Defendant, is represented by David K.
Momborquette, Schulte Roth & Zabel LLP.
Rangeley Capital Partners, LP, Defendant, is represented by Mark J.
Hyland, Seward & Kissel LLP.
Track Data Corporation, Defendant, is represented by Robert P
Bramnik, Duane Morris LLP.
The Northern Trust Company, Defendant, is represented by
Christopher P. Hall, DLA Piper.
MAMMOTH RESOURCE: Dismissal of Roger Cory Claims Affirmed
---------------------------------------------------------
Judge Greg N. Stivers of the United States District Court for the
Western District of Kentucky, Bowling Green Division, granted Roger
L. Cory's motion to proceed as a pauper and affirmed the Bankruptcy
Court's decision dismissing the case with prejudice.
Cory formed a series of companies to finance and operate oil and
gas exploration in the Appalachian Basin. Paul Daniel Bennet, et.
al. (collectively the ???Bennett Parties???) were among the
investors in these ventures. Eventually, these exploration
companies went bankrupt, and the resulting bankruptcy proceedings
were consolidated into a single case. In a separate case, those
investors brought an action against Cory, the exploration
companies, and other related entities for securities fraud and
other claims. That securities fraud action was transferred to the
bankruptcy court as an adversary proceeding related to the
bankruptcy of the exploration companies. Cory appealled the
dismissal of the claims against him without prejudice from the
adversary proceeding.
The dismissal of the claims against Cory is the consequence of a
settlement agreement between all parties to the adversary
proceeding. The Settlement Agreement was negotiated primarily
between the Chapter 11 Trustee of the Debtors Mammoth Resource
Partners, Inc., et. al., and the Bennett Parties, though Cory also
participated. The Settlement Agreement stipulated the parties enter
into an Agreed Judgment wherein one of the companies would be
faulted and the others dismissed with prejudice. Cory would be the
sole remaining active defendant in that action, and the Bennett
Parties purportedly planned to proceed against him at the time of
settlement. When that settlement agreement was consummated, the
bankruptcy court entered the Agreed Judgment and approved the
settlement. Both the Court and the Sixth Circuit, affirmed the
bankruptcy court's approval of the settlement agreement and entry
of the agreed order. The Supreme Court denied certiorari.
Cory's liability for securities fraud, however, was complicated by
a later personal bankruptcy. While the settlement was on appeal,
Cory filed for Chapter 7 bankruptcy protection. The Bennett Parties
maintain Cory's liability in the adversary proceeding is not
discharged through this bankruptcy; they are free to seek exemption
for that bankruptcy discharge for any of Cory's liability flowing
from the adversary proceeding. To ensure any dismissal in the
adversary proceeding is not interpreted to bar dischargability
exemption, however, the Bennett Parties sought dismissal without
prejudice. Cory maintained that the claims against him should have
been dismissed with prejudice, or awarded attorneys' fees for any
dismissal without prejudice.
Judge Stivers held that Cory's arguments against dismissal are
based entirely on his misunderstanding of the term "plain legal
prejudice" and his contention that attorneys' fees are warranted.
He reviewed the discretion exercised by the Bankruptcy Court in
dismissing without prejudice and found it well within the bounds of
permissible discretion. Accordingly, Judge Stivers ruled that this
does not serve as basis to overturn the Bankruptcy Court's ruling.
On Cory's indirect request for attorney's fees, Judge Stiver held
that the Bankruptcy Court exercised permissible discretion in
setting conditions on the Rule 41(a) dismissal and in exercising
its discretion, it chose not to award attorneys' fees. He says that
had Cory formally moved for attorneys' fees, the Bankruptcy Court
might have been obligated to explain its denial. Because he did not
make such a motion, Judge Stivers held that the Bankruptcy Court
was under no obligation to do so.
In granting Cory's motion to proceed as a pauper, Judge Stivers
held that Cory has submitted an affidavit attesting his indigence,
and the Court has no reason to doubt the veracity of that
attestation. Judge Stivers added that while Cory's appeal is what
might be termed a longshot, it is not frivolous.
The case is DR. ROGER L. CORY, Appellant, v. PAUL DANIEL BENNETT,
et al., Appellees, CASE NO. 1:14-CV-178-GNS (W.D. Ky.).
A full-text copy of Judge Stivers' Memorandum Opinion and Order
dated August 31, 2015 is available at http://is.gd/yShfYCfrom
Leagle.com.
Paul Daniel Bennet, et. al. are represented by:
Joseph A. Woodruff, Esq.
Ryan K. Cochran, Esq.
WALLER, LANSDEN, DORTCH & DAVIS, LLP
Nashville City Center
511 Union Street
Suite 2700
Nashville, TN 37219
Telephone: (615)244-6380
Facsimile: (615)244-6804
Email: ryan.cochran@wellerlaw.com
About Mammoth Resource
Cave City, Kentucky-based Mammoth Resource Partners, Inc., filed
for Chapter 11 bankruptcy (Bankr. W.D. Ky. Case No. 10-11377) on
Sept. 8, 2010. Judge Joan A. Lloyd presides over the case. David
M. Cantor, Esq., at Seiller Waterman LLC, serves as the Debtor's
counsel. In its petition, the Debtor estimated $1 million to
$10 million in assets and $100,001 to $500,000 in debts. A list
of the Company's 20 largest unsecured creditors filed together
with the petition is available for free at
http://bankrupt.com/misc/kywb10-11377.pdf
The petition was signed by Roger L. Cory, CEO.
MAUI LAND: Closes Sale of 25-Acre Property to TY Management
-----------------------------------------------------------
Maui Land & Pineapple Company, Inc. closed the sale of the 25-acre
Kapalua Golf Academy parcel and related facilities to TY Management
Corporation for $12 million, according to a regulatory filing with
the Securities and Exchange Commission.
The property was previously leased by TY Management Corporation,
which plans to continue utilizing the property for its Kapalua Golf
Academy operations. The property was sold without any development
entitlements.
The sale resulted in a gain of approximately $10.5 million, which
will be included in the Company's operating results for the quarter
ending Sept. 30, 2015.
About Maui Land & Pineapple Co.
Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate. The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.
Maui Land reported net income of $17.6 million on $33 million of
total operating revenues for the year ended Dec. 31, 2014, compared
with a net loss of $1.16 million on $15.2 million of total
operating revenues in 2013.
As of Dec. 31, 2014, the Company had $49.3 million in total assets,
$64.5 million in total liabilities and a $15.2 million
stockholders' deficiency.
Accuity LLP, in Honolulu, Hawaii, issued a "going concern"
qualification in its report on the Company's consolidated financial
statements for the year ended Dec. 31, 2014.
MAXIMUM LIFE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Maximum Life Christian Church, Inc.
835 Lee Road
Orlando, Fl 32810
Case No.: 15-07913
Chapter 11 Petition Date: September 17, 2015
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtor's Counsel: Ray C Hill, Esq.
LAW OFFICE OF RAY C HILL
Jacksonville Urban League Building
903 W. Union St., Ste. 101
Jacksonville, FL 32202
Tel: (904) 229-0995
Email: rayhillesq@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Carroll Johnson, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
METALICO INC: TPG Specialty, et al., No Longer Hold Shares
----------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, TPG Specialty Lending, Inc., TPG Group Holdings (SBS)
Advisors, Inc., Tarrant Capital Advisors, Inc., David Bonderman,
James G. Coulter, and Alan Waxman disclosed that as of Sept. 11,
2015, they no longer own shares of common stock of Metalico Inc.
On Sept. 11, 2015, Total Merchant Limited, a Samoan limited company
("Parent"), acquired control of Metalico upon consummation of the
transactions contemplated under the Agreement and Plan of Merger,
dated as of June 15, 2015, by and among Parent, TM Merger Sub Corp.
("Merger Sub") and the Issuer, as amended. Pursuant to the terms
of the Merger Agreement, Merger Sub merged with and into the Issuer
and the Issuer became a wholly owned subsidiary of Parent. In
connection with the consummation of the Merger, Parent caused to be
paid to TSL the $3.5 million fee set forth in the Financing
Agreement Amendment in lieu of exercising the Warrant pursuant to
the terms of such Warrant. The Warrant was cancelled as a result,
and the Reporting Persons' right to acquire up to 3,810,146 shares
of Common Stock pursuant to the Warrant was extinguished.
A copy of the regulatory filing is available for free at:
http://is.gd/ILsybF
About Metalico
Metalico, Inc., is a holding company with operations in two
principal business segments: ferrous and non-ferrous scrap metal
recycling, and fabrication of lead-based products. The Company
operates recycling facilities in New York, Pennsylvania, Ohio,
West Virginia, New Jersey, Texas, and Mississippi and lead
fabricating plants in Alabama, Illinois, and California.
Metalico's common stock is traded on the NYSE MKT under the symbol
MEA.
Metalico reported a net loss attributable to the Company of $44.4
million on $476 million of revenue for the year ended Dec. 31,
2014, compared with a net loss attributable to the Company of $34.8
million on $457 million of revenue for the year ended
Dec. 31, 2013.
As of June 30, 2015, the Company had $164 million in total assets,
$71.6 million in total liabilities and $92.3 million in total
stockholders' equity.
CohnReznick LLP, in Roseland, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company anticipates that it
will not meet the maximum Leverage Ratio covenant as prescribed by
the Financing Agreement for the quarter ended March 31, 2015, and
there can be no assurance that the Company can resolve any
noncompliance with their lenders. As a result, the Company's debt
could be declared immediately due and payable which would result in
the Company having insufficient liquidity to pay its debt
obligations and operate its business. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
MOTORS LIQUIDATION: Trust Distributions Stay Hearing on Sept. 22
----------------------------------------------------------------
Certain plaintiffs that are party to the recall-related litigation
requested a stay of all interim GUC Trust distributions to holders
of units of contingent beneficial interest in the GUC Trust while
appeals and cross-appeals of the Bankruptcy Court for the Southern
District of New York's June 1, 2015, Judgment and April 15, 2015,
Decision on Motion to Enforce Sale Order in the Recall Litigation
are pending. Wilmington Trust Company, solely in its capacity as
trust administrator and trustee of the GUC Trust opposed the Stay
Request.
The GUC Trust and the Plaintiffs entered into discussions related
to a potential global resolution of all disputes between the GUC
Trust on the one hand and the Plaintiffs on the other, relating to
the Recall Litigation and the Threshold Issues Appeals. In order
to permit sufficient time for discussions to continue, the
Plaintiffs and the GUC Trust agreed to defer adjudication of the
Stay Request until Sept. 22, 2015. Discussions related to the
Potential Global Resolution did not materially progress.
Accordingly, the Stay Request is currently scheduled to be heard by
the Bankruptcy Court on Sept. 22, 2015. In advance of and in
connection with the Stay Hearing, the parties submitted a series of
agreed facts that may be referenced and utilized by the parties at
the Stay Hearing. Among other facts, the Fact Stipulations state
that, assuming there is no stay imposed by the Bankruptcy Court
(and barring other unforeseen circumstances), the GUC Trust
Administrator anticipates that (i) the GUC Trust will be in a
position to make a distribution in the amount of approximately $135
million to holders of Units in or around mid-November 2015, and (i)
the GUC Trust will be in a position to make a distribution in the
amount of approximately $109 million to holders of Units in either
early 2016 or November 2016, depending on certain future
determinations to be made by the GUC Trust Administrator.
The amount and timing of the Anticipated Distributions as set forth
in the Fact Stipulations reflect only the current expectation of
the GUC Trust Administrator and are accordingly subject to change.
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, $69.2 million in total liabilities and $945 million in net
assets in liquidation.
As of June 30, 2015, Motors Liquidation had $860 million in total
assets, $74 million in total liabilities and $786 million in net
assets in liquidation.
NAKED BRAND: Incurs $3.1 Million Net Loss in Second Quarter
-----------------------------------------------------------
Naked Brand Group Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.1 million on $361,043 of net sales for the three months ended
July 31, 2015, compared to a net loss of $29 million on $164,986 of
net sales for the same period a year ago.
For the six months ended July 31, 2015, the Company reported a net
loss of $4.9 million on $620,409 of net sales compared to a net
loss of $30.3 million on $284,800 of net sales for the same period
during the prior year.
As of July 31, 2015, the Company had $1.8 million in total assets,
$1.9 million in total liabilities and a $148,816 total capital
deficit.
"As of July 31, 2015, the Company had not yet achieved profitable
operations and expects to incur significant further losses in the
development of its business, which casts substantial doubt about
the Company's ability to continue as a going concern. To remain a
going concern, the Company will be required to obtain the necessary
financing to pursue its plan of operation. Management plans to
obtain the necessary financing through the issuance of equity
and/or debt. Should the Company not be able to obtain this
financing, it may need to substantially scale back operations or
cease business," the Company states in the report.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/ooUBYg
About Naked Brand
Naked Brand Group Inc. designs, manufactures, and sells men's
innerwear and lounge apparel products in the United States and
Canada. It offers various innerwear products, including trunks,
briefs, boxer briefs, undershirts, T-shirts, and lounge pants
under the Naked brand, as well as under the NKD sub-brand for men.
The company sells its products to consumers and retailers through
wholesale relationships and direct-to-consumer channel, which
consists of an online e-commerce store, thenakedshop.com. Naked
Brand Group Inc. is based in New York, New York.
Naked Brand reported a net loss of $21.07 million for the year
ended Jan. 31, 2015, compared to a net loss of $4.23 million for
the year ended Jan. 31, 2014.
BDO USA, LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Jan. 31, 2015, citing that the Company incurred a net loss of
$21,078,265 for the year ended Jan. 31, 2015, had a capital deficit
of $2,224,180 at Jan. 31, 2015, and the Company expects to incur
further losses in the development of its business. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
NET DATA: Facing Eviction Request by Garland Bldg. Landlord
-----------------------------------------------------------
Charter Holdings, Inc., the sublandlord of Net Data Centers, Inc.,
asks the United States Bankruptcy Court for the Central District of
California, Los Angeles Division, to compel the Debtor to vacate
the Data Center Premises located at Garland Building 1200 W. 7th
Street, in Los Angeles, California.
Charter asserts that the delay and uncertainty created by Debtor's
failure to surrender the Premises upon rejection of the Lease is
extremely detrimental. Charter tells the Court that it cannot
relet the Premises
to a replacement tenant until Debtor vacates the Premises and the
Debtor has failed to pay rent for its continuing occupancy of the
Premises or for the utilities provided to the Premises. Charter
says it is attempting to sell the Garland Building, and the
uncertainty created by Debtor's unauthorized continued occupancy of
the Premises likely will reduce the amount a buyer would offer to
pay for the Garland Building.
The Debtor opposed Charter's Motion. The Debtor requests that no
lock out, foreclosure, or repossession take place before September
15, 2015 because it needs 45 days to transition customers and
disassemble and remove fragile computer equipment. For adequate
protection, the Debtor agreed to pay rent during transition from
facility.
Charter maintains that the automatic stay confers on Debtor neither
a license to trespass nor a power of eminent domain allowing Debtor
to use and occupy the Premises without Charter's consent after
rejection of the Sublease simply because the Debtor finds it
convenient to do so and offers to pay rent. Having intentionally
allowed the Sublease to be rejected, the Debtor cannot invoke the
automatic stay to protect itself from the consequences of Debtor's
own decisions, Charter asserts. Thus, the Court should enter an
order compelling Debtor to immediately vacate and surrender the
Premises, Charter adds.
Charter Holdings, Inc. is represented by:
Dan Woods, Esq. Brian L. Holman, Esq.
MUSICK, PEELER & GARRETT LLP
One Wilshire Boulevard, Suite 2000
Los Angeles, California 90017-3383
Tel: (213)629-7711
Fax: (213)624-1376
Email: d.woods@mpglaw.co
b.holman@mpglaw.co
The Debtor is represented by:
Paul A. Beck, Esq.
Lewis R. Landau, Esq.
LAW OFFICES OF PAUL A. BECK, APC
13701 Riverside Drive, Suite 701
Sherman Oaks, California 91423
Tel: (818) 501-1141
Fax: (818) 501-124
Email: pab@pablaw.org
lew@landaunet.com
About Net Data Centers
Net Data Centers, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 15-12690) on Feb. 23, 2015. Pervez
P. Delawalla, the president & CEO, signed the petition. The
Hon. Sheri Bluebond is assigned to the case. William F Govier,
Esq., at Lesnick Prince & Pappas LLP, serves as counsel to the
Debtor.
The Debtor disclosed, in an amended schedules, $9,566,908 in
assets
and $13,352,373 in liabilities. In its original schedules, the
Debtor disclosed $9,110,070 in assets and $5,236,687 in
liabilities.
The U.S. trustee appointed three creditors to serve on the
Official Committee Of Unsecured Creditors. The Committee is
represented by Buchalter Nemer, APC.
NET DATA: To Hold Auction for East Coast Assets on Sept. 24
-----------------------------------------------------------
Net Data Centers Inc. may hold an auction for its assets on Sept.
24 if it receives multiple bids, according to court filings.
Bidders have until Sept. 22 to make an offer for the assets, which
include furniture, fixtures and equipment that Net Data used in
operating its data centers in New Jersey and Virginia.
Also up for auction are "revenue generating" customer contracts,
according to court filings.
Bidders may negotiate lease contracts with DuPont Fabros Technology
LP's affiliates, which own the facilities housing the data centers.
The landlords' contracts with Net Data were rejected in July but
the Internet-based data center service provider is allowed to use
the facilities pursuant to their prior agreement. The agreement
will be terminated once the company closes the sale.
Net Data earlier entered into a deal with Netunim Inc., an
affiliate of Blackstreet Capital Holdings which offered to buy the
assets for $2 million.
The deal, which needs court approval, would allow Netunim to take
part at the Sept. 24 auction as a stalking horse bidder. Netunim
will receive a breakup fee of $100,000 if it is not selected as the
winning bidder.
Netunim President Lawrence Berger said in a declaration that the
company would hire on-site staff at Net Data's East Coast data
centers if it won the bidding.
U.S. Bankruptcy Judge Sheri Bluebond, who oversees Net Data's
Chapter 11 case, will hold a hearing to consider the sale to the
winning bidder right after the auction.
Last week, the company's official committee of unsecured creditors
demanded that any new lease contract should be turned over to the
panel so it could determine how each bidder's leases affect the
landlords' claims.
"The lease agreements entered into between DFT and the successful
bidder will mitigate DFT's lease rejection damages, significantly
impacting the total unsecured claims asserted against the estate,"
the committee said in a court filing.
"As a result, evaluating the best offer at the auction will not be
as simple as determining the highest cash offer for the assets,"
the committee said.
In response to the committee's objection, Net Data said that
Netunim and the landlords are amenable to disclosing the terms of
their new lease contract on condition that they sign an agreement
protecting confidential information.
Net Data also drew opposition from its customer Akamai Technologies
Inc. Akamai objected to the assignment of their 2007 service
agreement, saying it is a "personal service contract" that cannot
be assigned under U.S. bankruptcy law.
About Net Data Centers
Net Data Centers, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 15-12690) on Feb. 23, 2015. Pervez
P. Delawalla, the president & CEO, signed the petition. The
Hon. Sheri Bluebond is assigned to the case. William F Govier,
Esq., at Lesnick Prince & Pappas LLP, serves as counsel to the
Debtor.
The Debtor disclosed, in an amended schedule, $9,566,908 in assets
and $13,352,373 in liabilities. In its original schedules, the
Debtor disclosed $9,110,070 in assets and $5,236,687 in
liabilities.
The U.S. trustee appointed three creditors to serve on the Official
Committee of Unsecured Creditors. The Committee is represented by
Buchalter Nemer, APC.
NET ELEMENT: Has Agreement to Sell 11.3 Million Common Shares
-------------------------------------------------------------
Net Element, Inc. entered into a letter agreement with certain
accredited investors providing for the issuance by the Company to
the Investors of 11,357,143 shares of the Company's common stock in
the aggregate and options to purchase 11,357,143 shares of the
Company's common stock in the aggregate on the terms set forth in
each Investor's Option to Purchase Shares of Restricted Common
Stock.
The Company intends to use the proceeds from the sale of the
Restricted Shares and the Restricted Options for general working
capital purposes.
The Restricted Shares purchase price was $0.14 per share, equal to
the closing trading price of the Company Common Stock on July 29,
2015, the date when the Investors committed to the transactions
contemplated in the Agreement. Each Restricted Option will expire
on the fifth annual anniversary of the date of the Agreement and
will be exercisable (prior to its expiration) into one Restricted
Share at the exercise price equal 110% of the closing trading price
per one share of Company common stock reported on The NASDAQ
Capital Market on the date of the Agreement.
Each Investor may elect to exercise it or his Option through a
cashless exercise, in which case such Investor would receive upon
such exercise the "net number" of shares of Company common stock
determined according to the formula set forth in such Investor's
Restricted Option. The board of directors of the Company reserved
11,357,143 shares of the Company's authorized but unissued common
stock for the issuance in connection with the conversion of the
Options.
The Agreement and the Restricted Options provide that under no
circumstances may the aggregate number shares of Company common
stock issued to the Investors under the Agreement and the
Restricted Options at any time exceed 19.99% of the total number of
shares of Company common stock issued and outstanding or of the
voting power unless the Company has obtained either (i) its
stockholders' approval of the issuance of more than such number of
shares of Common Stock pursuant to NASDAQ Marketplace Rule 5635(d)
or (ii) a waiver from The NASDAQ Stock Market of the Company's
compliance with Rule 5635(d).
Some of the Investors are Star Equities LLC, Kenges Rakishev,
William Healy and Steven Wolberg. Oleg Firer is a managing member
of Start Equities LLC and is also chief executive officer and a
director of the Company, Mr. Rakishev and Mr. Healy are directors
of the Company, and Mr. Wolberg is chief legal officer and
secretary of the Company.
About Net Element
Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.
Net Element reported a net loss of $10.18 million on $21.2
million of net revenues for the 12 months ended Dec. 31, 2014,
compared to a net loss of $48.3 million on $18.7 million of net
revenues for the 12 months ended Dec. 31, 2013.
As of June 30, 2015, the Company had $25.8 million in total assets,
$14.5 million in total liabilities, and total stockholders' equity
of $11.2 million.
BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2014. The accounting firm
said that the Company has suffered recurring losses from operations
and has used substantial amounts of cash to fund its operating
activities that raise substantial doubt about its ability to
continue as a going concern.
NET ELEMENT: Kenges Rakishev Reports 25.6% Stake as of Sept. 11
---------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Kenges Rakishev disclosed that as of Sept. 11, 2015, he
beneficially owns 21,963,549 shares of common stock of Net Element,
Inc., which represents 25.6 percent of the shares outstanding.
Novatus Holding PTE. Ltd. also reported beneficial ownership of
7,320,751 common shares.
In connection with a private placement of securities by the
Company, Mr. Rakishev entered into a letter agreement, dated as of
Sept. 11, 2015, pursuant to which, among other things, Mr. Rakishev
agreed to purchase and purchased (1) 7,142,857 shares of Common
Stock and (2) an option.
The Option is immediately exercisable for up to 7,142,857 shares of
Common Stock at an initial exercise price of $0.22 per share of
Common Stock, subject to adjustment. The Option expires on
Sept. 11, 2020. The Option also contains customary anti-dilution
provisions in the event of stock dividends, stock splits,
reorganizations or similar events.
A copy of the regulatory filing is available for free at:
http://is.gd/Ey5F2X
About Net Element
Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.
Net Element reported a net loss of $10.18 million on $21.2
million of net revenues for the 12 months ended Dec. 31, 2014,
compared to a net loss of $48.3 million on $18.7 million of net
revenues for the 12 months ended Dec. 31, 2013.
As of June 30, 2015, the Company had $25.8 million in total assets,
$14.5 million in total liabilities, and total stockholders' equity
of $11.2 million.
BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2014. The accounting firm
said that the Company has suffered recurring losses from operations
and has used substantial amounts of cash to fund its operating
activities that raise substantial doubt about its ability to
continue as a going concern.
NIVALIS THERAPEUTICS: Recurring Losses Raises Substantial Doubt
---------------------------------------------------------------
Nivalis Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $5.85 million on $nil of revenue for the three months
ended June 30, 2015, compared with a net loss of $4.19 million on
$nil of revenue for the same period in the prior year.
The Company's balance sheet at June 30, 2015, showed $101 million
in total assets, $6.12 million in total liabilities, and total
stockholders' equity of $95.1 million.
The Company had recurring losses from operations and reports on its
financial statements by its independent registered public
accounting firm have included an explanatory paragraph with respect
to its ability to continue as a going concern.
A copy of the Form 10-Q is available at:
http://is.gd/MtJG0D
Nivalis Therapeutics, Inc., a clinical stage pharmaceutical
company, focuses on the discovery, development, and
commercialization of product candidates for patients with cystic
fibrosis (CF). CF is a life-shortening genetic disease. Its lead
product candidate is N91115, a small molecule that is in Phase Ib
clinical trial, which addresses a defect in cystic fibrosis
transmembrane conductance regulator (CFTR), resulting from
mutations in the CFTR gene. The company was formerly known as N30
Pharmaceuticals, Inc. and changed its name to Nivalis Therapeutics,
Inc. in February 2015. Nivalis Therapeutics, Inc. was founded in
2007 and is headquartered in Boulder, Colorado.
NOVETTA SOLUTIONS: Moody's Assigns B3 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has assigned ratings to Novetta
Solutions, LLC, including a Corporate Family Rating (CFR) of B3.
Concurrently, a B2 rating was assigned to the company's $200
million first-lien term loan and a Caa2 rating was assigned to its
$85 million second-lien term loan. Proceeds from the loans will
help fund the pending sale of Novetta from one financial sponsor to
another. The rating outlook is Stable.
RATINGS RATIONALE
The B3 CFR balances the company's small size, contract
concentration, and limited history of cash flow generation against
a defense services specialization where the funding trend and
profit potential seem favorable. The company's cyber security and
data analytics contracts with the intelligence, law enforcement and
special forces communities are small but represent a niche that
should grow more rapidly than the defense sector at large will
grow. The work involves capabilities for which the US defense and
intelligence community will likely continue paying higher than
average services contractor rates. Nonetheless, over 50% of
Novetta's revenue stem from its top five contracts, making the risk
of contract loss, contract underperformance or program funding
shift significant. Novetta has been acquisitive which has raised
integration expenses and contributed to low reported profitability.
In 2014 the company's revenue growth was low when excluding the
revenues contributed from in-year acquisitions.
Improving revenue and income performance are critical expectations
of the rating as initial credit metrics will be weak. In Moody's
view debt/EBITDA pro forma for the pending acquisition would be
over 8x. However, Moody's expects reported revenue growth in excess
of 35% for 2015???organic growth of 15% over 2014-- as work volumes
under existing vehicles expand. For 2016, in Moody's view, with
revenues growing in the mid-single digit percentage range and the
company's historically strong gross profit margin levels, free cash
flow to debt of 5% or higher should result.
The Stable rating outlook considers a significant backlog level
which also supports the revenue view, and good liquidity which
lessens default potential. Scheduled annual debt amortization will
only be $2 million until 2022. The planned $40 million (initially
unutilized) revolving credit line will be large versus anticipated
operational needs. The planned financial maintenance covenant will
only apply when revolver utilization exceeds a threshold; initial
cushion under that maintenance test threshold should be good.
Ratings are hereby assigned as follows, subject to review of final
documentation:
Assignments:
Issuer: Novetta Solutions, LLC
Probability of Default Rating, Assigned B3-PD
Corporate Family Rating, Assigned B3
Senior Secured Revolving Credit Facility, Assigned B2 (LGD3)
Senior Secured 1st Lien Bank Credit Facility, Assigned B2 (LGD3)
Senior Secured 2nd Lien Bank Credit Facility, Assigned Caa2 (LGD5)
Outlook Actions:
Issuer: Novetta Solutions, LLC
Outlook, Assigned Stable
Downward rating pressure would mount with reported revenue growth
of below 35% for 2015, debt/EBITDA greater than 9x, expectation of
free cash flow below $10 million in 2016 or weakening liquidity.
Upward rating momentum would depend on strong growth in backlog and
revenue with expectation of debt/EBITDA of less than 6x and free
cash flow/debt approaching 10%.
Novetta Solutions, LLC is an advanced analytics technology company
committed to solving problems of national significance for
government and commercial customers. The company will be
majority-owned by entities of The Carlyle Group.
NOVETTA SOLUTIONS: S&P Assigns 'B' CCR, Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B' corporate credit rating on Novetta Solutions LLC. The outlook
is stable.
At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed first-lien credit
facilities, which consist of a $40 million revolving credit
facility due 2020 and a $200 million term loan due 2022. The '3'
recovery rating indicates S&P's expectations for meaningful
recovery (50%-70%; upper half of the range) in a default scenario.
Additionally, S&P assigned its 'CCC+' issue-level rating and '6'
recovery rating to Novetta's proposed $85 million second-lien term
loan due 2023. The '6' recovery rating indicates S&P's expectation
of negligible (0%-10%) recovery in a default scenario.
"Our ratings on Novetta reflect the company's high leverage
following the proposed LBO, its modest scale, and its significant
program concentration," said Standard & Poor's credit analyst
Christopher Denicolo. "Our ratings also take into account the
firm's focus on more favorable areas of government spending, its
proprietary technologies, and its above average profitability."
The stable outlook reflects Novetta's high leverage pro forma for
the proposed LBO, although the company's leverage metric should
decline as it increases its earnings and repays some of its debt
with excess cash flows assuming management doesn't undertake any
dividends or large acquisitions. S&P believes that the company
will experience solid revenue and earnings growth over the next
year as it focuses on high-priority areas of government spending
for its main intelligence and special operations forces customers.
S&P does not expect to lower its rating on Novetta in the next
year, however, S&P could do so if the company's debt-to-EBITDA
metric remains above 7x and its profit margins are lower or more
volatile than in S&P's forecast. This would most likely occur if
the company's earnings growth is much weaker than S&P had expected
due to budget constraints, if the company loses a major contract,
or if management takes on additional debt to fund a large
acquisition or dividend.
S&P does not expect to raise its rating on Novetta due to the
company's private-equity ownership. However, S&P could raise its
rating on the company if management uses excess cash flow to reduce
the company's debt and its private-equity sponsor commits to
maintain a debt-to-EBITDA metric of less than 5x regardless of any
future acquisitions or dividends.
ONDOVA LIMITED: Sherman Not Entitled to Attorney's Fees
-------------------------------------------------------
Judge Sam A. Lindsay of the United States District Court for the
Northern District of Texas, Dallas Division, reversed the
bankruptcy court's decision to award attorney's fees to Daniel J.
Sherman and remanded the case for further proceedings.
Ondova Limited Company entered into a settlement agreement with
Mike Emke. Ondova and Emke were in several lawsuits concerning
ownership of the Internet domain name, "Servers.com."
Emke specifically challenged the bankruptcy court's award of
attorney's fees under Texas Civil Practice and Remedies Code
Chapter 38, which allows a party to recover reasonable attorney's
fees if he or she prevails on a breach of contract claim. The
bankruptcy court initially held that Emke breached the Settlement
Agreement for two reasons: (1) he failed to uphold his development
obligations; and (2) he breached the cancellation provision within
the Settlement Agreement. The bankruptcy court, however, later
withdrew its holding as to Emke's breach of his development
obligations and concluded that it was not part of a core bankruptcy
proceeding. As a result, the award of attorney's fees was based
solely on the bankruptcy court's determination that Emke breached
the cancellation provision.
Judge Lindsay held that Emke did not breach the contract and that
the bankruptcy court's award of attorney's fees under Texas Civil
Remedies Code Chapter 38 will be reversed and remanded, as the
award was predicated on Emke's breach of Section 6 of the
Settlement Agreement. Judge Lindsay declined to rule that Emke is
entitled to attorney's fees based on the record before it, as well
as conclude that Emke is a "prevailing party." He contended that
these are matters to be addressed by the bankruptcy court on
remand.
The case is MIKE EMKE, Appellant, v. DANIEL J. SHERMAN, Appellee,
CIVIL ACTION NO. 3:12-CV-244-L (N.D. Tex.).
A full-text copy of Judge Lindsay's Memorandum Opinion and Order
dated August 31, 2015, is available at http://is.gd/cEruxPfrom
Leagle.com.
Mike Emke is represented by:
Conrad Herring, Esq.
CONRAD HERRING ATTORNEY AT LAW
3525 Del Mar Heights Road
San Diego, CA 92130
Telephone: (858)792-1539
-- and --
Nathan M. Johnson, Esq.
SPECTOR & JOHNSON PLLC
12770 Coit Road, Suite 1100
Dallas, TX 75251
Telephone: (972)239-4260
Facsimile: (214)237-3380
Email: njohnson@spectorjohnson.com
Daniel J. Sherman is represented by:
Raymond J. Urbanik, Esq.
MUNSCH HARDT KOPF & HARR PC
500 N. Akard Street, #3800
Dallas, TX 75201
Telephone: (214)855-7500
-- and --
Richard M. Hunt, Esq.
HUNT HUEY PLLC
1717 McKinney Avenue, Suite 700
Dallas, TX 75202
Telephone: (214)641-9182
Facsimile: (214)279-6124
Email: rhunt@hunthuey.com
Servers Inc. is represented by:
Carey Jean Ebert, Esq.
EBERT LAW OFFICES PC
1726 Chadwick Court, Suite 100
Hurst, Texas 76054
Telephone: (817)268-2468
Facsimile: (817)510-0986
About Ondova Limited
Carrollton, Texas-based Ondova Limited Company, a former Internet
domain name registrar, filed a voluntarily Chapter 11 bankruptcy
case (Bankr. N.D. Tex. Case No. 09-34784) on July 27, 2009, at a
time when Ondova was still controlled by Ondova's former president
and sole equity owner, Jeffrey Baron. Ondova Limited Company, dba
Compana, LLC, and dba budgetnames.com, performed a "middle man"
registration activity pursuant to a license it had from the
Internet Corporation for Assigned Names and Numbers -- which is,
essentially, a creature of the United States Department of
Commerce
-- and also pursuant to an agreement with Verisign, Inc., which is
a private corporation that essentially acts as the operator of the
huge ".com" and ".net" registries. Verisign is not in any way
related to Ondova.
Edwin Paul Keiffer, Esq., at Wright Ginsberg Brusilow, PC, serves
as Ondova's bankruptcy counsel. In its petition, Ondova estimated
$1 million to $10 million in both assets and debts. The petition
was signed by Mr. Baron.
A Plan of Liquidation was confirmed in the Chapter 11 case. The
Joint Plan contemplated approval and implementation of (a) a
so-called "Plan Settlement" between the Ondova bankruptcy estate
and the Receivership Entities; (b) a sale of significant assets
contributed to the Joint Plan by the Receivership; (c) the
creation
of a Liquidating Trust to accept substantially all the assets and
liabilities of both the Ondova bankruptcy estate and the
Receivership, which Liquidating Trust would resolve and pay all
remaining claims of and against the Receivership and the Debtor,
with a return of residual funds or assets to Mr. Baron after the
satisfaction of all claims; and (d) certain releases of parties
and
professionals.
OPTIM ENERGY: Hearing to Approve Liquidation Plan Set for Oct. 14
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will hold a
hearing on Oct. 14, 2015, at 10:00 a.m. ET to confirm the first
amended joint plan of liquidation of Optim Energy LLC and Optim
Energy Twin Oaks LP ("liquidating debtors), and OEM 1 LLC, Optim
Energy Marketing LLC, Optim Energy Generation LLC, and Optim Energy
Twin Oaks GP LLC ("merging debtors"). Objections, if any, must be
filed no later than 4:00 p.m. ET on Oct. 7, 2015.
Creditors must cast their votes to accept or reject the plan before
4:00 p.m. ET on Oct. 7, 2015.
As reported in the Troubled Company Reporter on Aug. 19, 2015, the
liquidating debtors and merging debtors filed with the Court a
Chapter 11 joint plan of liquidation, which incorporates a plan
support agreement.
The discussions leading to the PSA, entered into among the Debtors,
Cascade Investment, L.L.C. and ECJV Holdings, LLC, Black Walnut
Mining, LLC, Lonestar Generation LLC, Major Oak Power, LLC, The
Blackstone Group L.P., and Walnut Creek Mining Company, was meant
to (a) implement an unopposed plan of reorganization for the
remaining Debtors, (b) resolve Blackstone's Appeals of the
Confirmation Order and various orders relating to confirmation of
the Third Amended Plan, and (c) resolve the various claims that
Blackstone has asserted.
In general terms, the PSA contemplates as follows:
* On the Effective Date, Blackstone will receive (i) a Cash
payment of $3,121,899 in full satisfaction of the WC 503(b)(9)
Claim; and (ii) an Allowed General Unsecured Claim in the amount of
$3,932,376 for which it will receive a total Cash payment of
$1,478,101 in full satisfaction of the Blackstone General Unsecured
Claims.
* Blackstone's $190 million WC Rejection Damages Claim will
receive no recovery, and will be discharged under the terms of the
Plan.
* Blackstone's Appeals will be held in abeyance pending
confirmation and consummation of the Third Amended Plan and the new
Plan contemplated by the PSA. Once the Plan is effective, the
Appeals will be dismissed with prejudice.
If approved by this Court, the PSA provides a full and final
settlement of all of the Blackstone Claims and an end to ongoing
litigation with Blackstone in these Chapter 11 Cases on all fronts.
With respect to the Debtors' other creditors and equity holders,
the Plan will be substantially similar to the Debtors' Second
Amended Joint Chapter 11 Plan Of Reorganization related to the
Liquidating Debtors, although adding Optim Generation as a Merging
Debtor. The Debtors tell the Court that ultimately, the PSA marks
the beginning of a smooth and swift path toward confirmation and
consummation of the Plan for the remaining six Debtors, and will
provide much-needed closure in these Chapter 11 Cases for the
benefit of the Debtors' estates, creditors, and other parties in
interest.
A full-text copy of the Liquidation Plan dated Aug. 12 is
available
at http://bankrupt.com/misc/OPTIMpsa0813.pdf
A full-text copy of the plan support agreement dated Aug. 13 is
available at http://is.gd/rcKCvt
About Optim Energy
Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market. Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the Cedar
Bayou plant in Chambers County, Texas. The Altura and Cedar Bayou
plants are fueled by natural gas, and the third is coal-fired.
Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.
The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.
Optim Energy, LLC scheduled $6.95 million in assets and $717
million in liabilities. Optim Energy Cedar Bayou 4, LLC, disclosed
$184 million in assets and $718 million in liabilities as of the
Chapter 11 filing. The Debtors have $713 million of outstanding
principal indebtedness.
The U.S. Trustee for Region 3 was unable to appoint an official
committee of unsecured creditors in the Debtors' cases.
Walnut Creek is represented by Michael W. Yurkewicz, Esq., at Klehr
Harrisison Harvey Branzburg LLP, in Wilmington, Delaware; Paul M.
Basta, P.C., Esq., Joshua A. Sussberg, P.C., Esq., and Matthew
Kapitanyan, Esq., at Kirkland & Ellis LLP, in New York; and James
A. Stempel, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois.
Cascade Investment, L.L.C., and ECJV Holdings are represented by
Margaret Whiteman Greecher, Esq., Pauline K. Morgan, Esq., and
Patrick A. Jackson, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware; and Lindsee P. Granfield, Esq., and Jane
VanLare, Esq., at Cleary Gottlieb Steen & Hamilton LLP, in New
York.
OXYSURE SYSTEMS: Stockholders Approve Reverse Common Stock Split
----------------------------------------------------------------
At OxySure Systems, Inc.'s special meeting of stockholders held on
Sept. 15, 2015, the Company's stockholders approved an amendment to
the Company's Articles of Incorporation to effect a reverse stock
split of the Company's common stock, par value $0.0004, at a
specific ratio, within a range of 1-for-2 and 1-for-100 shares, to
be determined by the Company's Board of Directors in its sole
discretion and effected, if at all, within one year from the date
of the Special Meeting.
The Company's stockholders also approved the proposal to authorize
an amendment to the Company's Articles of Incorporation to increase
the authorized shares of the Company's common stock, par value
$0.0004, from 100,000,000 shares to 500,000,000 shares.
About OxySure Systems
Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a
medical technology company that focuses on the design, manufacture
and distribution of specialty respiratory and emergency medical
solutions. The company pioneered a safe and easy to use solution
to produce medically pure (USP) oxygen from inert powders. The
Company owns nine issued patents and patents pending on this
technology which makes the provision of emergency oxygen safer,
more accessible and easier to use than traditional oxygen
provision systems.
As of March 31, 2015, the Company had $2.18 million in total
assets, $1.63 million in total liabilities, and $557,000 in total
stockholders' equity.
Oxysure Systems reported a net loss of $2.75 million in 2014
following a net loss of $712,000 in 2013.
Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company had accumulated losses of $18.0 million as of Dec. 31, 2014
which raises substantial doubt about its ability to continue as a
going concern.
PATRIOT COAL: Agrees to Continue Coal Act Obligations
-----------------------------------------------------
Patriot Coal Corporation, et al., and the United Mine Workers of
America ask the United States Bankruptcy Court for the Eastern
District of Virginia, Richmond Division, to approve a stipulation
agreeing that the Debtors' motion seeking authority to reject their
collective bargaining agreements and modify certain uunion-related
retiree benefits is adjourned solely as to the request related to
the termination or any modifications of any obligations pursuant to
the Coal Industry Retiree Health Benefit Act of 1992.
The parties agreed that the Debtors will continue to comply with
their Coal Act obligations through the earliest of (a) the closing
date of the sale of all or substantially all of their operating
assets, whether through one sale or a series of sale transactions;
(b) the permanent cessation of the Debtors' business activities;
(c) further order of the Bankruptcy Court authorizing modification
of the Debtors' Coal Act obligations; and (d) the date on which
both Peabody Energy Corporation, Arch Coal, Inc. and their relevant
affiliates have resumed responsibility for the Debtors' Coal Act
obligations.
The Debtors are represented by:
Michael A. Condyles, Esq.
Peter J. Barrett, Esq.
Jeremy S. Williams, Esq.
KUTAK ROCK LLP
Bank of America Center
1111 East Main Street, Suite 800
Richmond, Virginia 23219-3500
Tel: (804) 644-1700
Fax: (804) 783-6192
Email: Michael.Condyles@kutakrock.com
Peter.Barrett@kutakrock.com
Jeremy.Williams@kutakrock.com
-- and --
Stephen E. Hessler,P.C., Esq.
Patrick Evans,P.C., Esq.
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email: stephen.hessler@kirkland.com
Patrick.Evans@kirkland.com
-- and --
James H.M. Sprayregen, P.C., Esq.
Ross M. Kwasteniet, P.C., Esq.
Justin R. Bernbrock, P.C., Esq.
KIRKLAND & ELLIS LLP
300 North LaSalle
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
Email: James.Sprayregen@kirkland.com
Ross.Kwasteniet@kirkland.com
Justin.Bernbrock@kirkland.com
UMWA 1992 Benefit Plan and the UMWA Combined Benefit Fund is
represented by:
Karen M. Crowley, Esq.
Ann B. Brogan, Esq.
CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
150 Boush Street, Suite 300
Norfolk, VA 23510
Tel: (757) 333-4500
Fax: (757) 333-4501
Email: kcrowley@clrbfirm.com
abrogan@clrbfirm.com
-- and --
Paul A. Green, P.C., Esq.
John R. Mooney, Esq.
MOONEY, GREEN, SAINDON, MURPHY & WELCH, P.C.
1920 L Street, N.W., Suite 400
Washington, D.C. 20036
Tel: (202) 783-0010
Fax: (202) 783-6088
Email: pgreen@mooneygreen.com
jmooney@mooneygreen.com
-- and --
John C. Goodchild, III, Esq.
Rachel Jaffe Mauceri, Esq.
MORGAN, LEWIS & BOCKIUS LLP
1701 Market St.
Philadelphia, PA 19103-2921
Tel: (215) 963-5020
Fax: (215) 963-5001
Email: jgoodchild@morganlewis.com
rmauceri@morganlewis.com
-- and --
Julia Frost-Davies, Esq.
MORGAN, LEWIS & BOCKIUS LLP
One Federal St.
Boston, MA 02110-1726
Tel: (617) 951-8422
Fax: (617) 345-5054
Email: julia.frost-davies@morganlewis.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.
Patriot Coal estimated more than $1 billion in assets and debt.
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. The Committee is
represented by Morrison & Foerster LLP as its counsel, and
Tavenner
& beran, PLC, as its local counsel. Jefferies LLC serves as its
investment banker.
The directed the U.S. Trustee to form an official committee of
retirees at the behest of Patriot Coal Non-Union Retiree VEBA.
* * *
Patriot Coal has filed with the Bankruptcy Court a letter of intent
for a proposed sale of a substantial majority of its operating
assets to Blackhawk Mining, LLC, as well as a motion outlining
bidding procedures. Under the terms of the letter of intent,
Blackhawk would issue to Patriot's secured lenders new debt
securities totaling approximately $643 million plus Class B Units
providing them an ownership stake in Blackhawk. In addition,
Blackhawk would assume or replace surety bonds supporting
reclamation and related liabilities associated with the purchased
assets.
PATRIOT COAL: Settles Disputes with Peabody
-------------------------------------------
Patriot Coal Corporation and Heritage Coal Company LLC ask the
United States Bankruptcy Court for the Eastern District of
Virginia, Richmond Division, to approve a settlement and compromise
with Peabody Energy Corporation and Peabody Holding Company, LLC,
to resolve the disputes related to the adversary proceeding filed
by Peabody.
In the Settlement Agreement, the Debtors and Peabody agree, among
other things, that: (i) the Debtors would keep approximately
$2,000,000 of the Healthcare Refunds that the Debtors received
prior to the filing of the Adversary Proceeding; (ii) the Debtors
will pay $1,100,000 to Peabody; (iii) the Debtors will pay to
Peabody any Healthcare Refunds that the Debtors receive on or after
the filing of the Adversary Proceeding; and (iv) the Debtors will
instruct the Third-Party Payees and Alcoa to pay all Healthcare
Refunds directly to Peabody.
The Retiree Committee opposed the proposed settlement asserting it
allows the Debtors to retain two-thirds of the funds and Peabody to
retain one-third of the funds. This resolution, according to the
Retiree Committee, is clearly inequitable when considered in light
of the retiree's current circumstances and likely in contravention
of Section 1114 of the Bankruptcy Code. While the Debtors actively
seeks to terminate the contracts requiring it to provide any
retiree health benefits at some point in the near future, it is
simultaneously petitioning this Court to allow it to keep
$2,000,000 of rebates received back. Under the scenario proposed
by the Joint Motion, Patriot gets a $2,000,000 windfall, all while
claiming it has nothing to offer the retirees for their health care
benefits. A constructive trust should be created to hold the
rebate and refunds at issue and determine at a later date whether
some or all of the money should be allocated toward funding
Patriot???s future retiree health care benefits, the Committee
adds.
The Debtors are represented by:
Michael A. Condyles, Esq.
Peter J. Barrett, Esq.
Jeremy S. Williams, Esq.
KUTAK ROCK LLP
Bank of America Center
1111 East Main Street, Suite 800
Richmond, Virginia 23219-3500
Tel: (804) 644-1700
Fax: (804) 783-6192
Email: Michael.Condyles@kutakrock.com
Peter.Barrett@kutakrock.com
Jeremy.Williams@kutakrock.com
-- and --
Stephen E. Hessler,P.C., Esq.
Patrick Evans,P.C., Esq.
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email: stephen.hessler@kirkland.com
Patrick.Evans@kirkland.com
-- and --
James H.M. Sprayregen,P.C., Esq.
Ross M. Kwasteniet,P.C., Esq.
Justin R. Bernbrock,P.C., Esq.
KIRKLAND & ELLIS LLP
300 North LaSalle
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
Email: James.Sprayregen@kirkland.com
Ross.Kwasteniet@kirkland.com
Justin.Bernbrock@kirkland.com
Peabody Energy Corporation is represented by:
Bruce H. Matson, Esq.
Christopher L. Perkins, Esq.
LECLAIRRYAN, A PROFESSIONAL CORPORATION
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
Tel: (804) 783-7550
Fax: (804) 783-7629
-- and --
Heather Lennox, P.C., Esq.
JONES DAY
North Point
901 Lakeside Avenue
Cleveland, OH 44114-1190
Tel: (216) 586-7111
Fax: (216) 579-0212
Email: hlennox@jonesday.com
-- and --
Daniel T. Moss, P.C., Esq.
JONES DAY
51 Louisiana Avenue. N.W.
Washington, D.C. 20001-2113
Tel: (202) 879-3794
Fax: (202) 626-1700
Email: dtmoss@jonesday.com
The Retiree Committee is represented by:
Jon D. Cohen, P.C., Esq.
STAHL COWEN CROWLEY ADDIS LLC
55 West Monroe Street, Suite 1200
Chicago, Illinois 60603
Tel: (312) 641-0060
Fax: (312) 641-6959
E-mail: jcohen@stahlcowen.com
-- and --
Gordon S. Woodward, Esq.
SCHNADER HARRISON SEGAL & LEWIS LLP
750 9th Street, NW, Suite 550
Washington, DC 20001-4534
Phone: (202) 419-4215
Fax: (202) 419-4253
E-mail: gwoodward@schnader.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.
Patriot Coal estimated more than $1 billion in assets and debt.
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. The Committee is
represented by Morrison & Foerster LLP as its counsel, and
Tavenner
& beran, PLC, as its local counsel. Jefferies LLC serves as its
investment banker.
The directed the U.S. Trustee to form an official committee of
retirees at the behest of Patriot Coal Non-Union Retiree VEBA.
* * *
Patriot Coal has filed with the Bankruptcy Court a letter of
intent
for a proposed sale of a substantial majority of its operating
assets to Blackhawk Mining, LLC, as well as a motion outlining
bidding procedures. Under the terms of the letter of intent,
Blackhawk would issue to Patriot's secured lenders new debt
securities totaling approximately $643 million plus Class B Units
providing them an ownership stake in Blackhawk. In addition,
Blackhawk would assume or replace surety bonds supporting
reclamation and related liabilities associated with the purchased
assets.
PETERSBURG REGENCY: Court to Take Up Plan Outline This Week
-----------------------------------------------------------
The U.S. Bankruptcy Court in New Jersey is set to hold a hearing on
Sept. 24, 2015, to consider the disclosure statement outlining the
Chapter 11 reorganization plan of Petersburg Regency LLC.
Last month, the court denied the company's application to
conditionally approve the disclosure statement following objections
from R. Oshinsky & Company Inc. and a group of creditors led by
Ittleson Trust-2010-1.
In its three-page decision issued on Aug. 21, the court cited as
reason for denying the application the opposition of the
Ittleson-led group which "constitutes a majority in number and
amount of claims against the estate."
The court also said that the proposed procedure to combine the
hearing on the disclosure statement and the plan "is not in accord
with the notice requirements of Bankruptcy Rule 2002."
Petersburg Regency's restructuring plan calls for the distribution
of the company's insurance proceeds in the amount of $10.23
million.
The company formerly owned a 200 unit hotel located in Petersburg,
Virginia. In 2003, an insurance claim arose on behalf of
Petersburg Regency against Selective Insurance Co. after the hotel
was badly damaged by Hurricane Isabel.
Selective Insurance was required to pay $10.23 million after losing
an arbitration conducted in Newark, New Jersey.
About Petersburg Regency
Petersburg Regency, LLC, commenced a Chapter 11 bankruptcy case
(Bankr. D.N.J. Case No. 15-17169) in Newark, New Jersey, on April
20, 2015. The case is assigned to Judge Vincent F. Papalia.
An involuntary bankruptcy case was previously filed against the
company (Bankr. E.D. Va. Case No. 15-30526) but the case was
dismissed by consent order in March 2015.
PETERSBURG REGENCY: Fights Bid to Dismiss Ch. 11 Case
-----------------------------------------------------
Petersburg Regency, LLC, asks the United States Bankruptcy Court
for the District of New Jersey to deny LeClairRyan's application
seeking to dismiss the Chapter 11 case pursuant to Section 1112 of
the Bankruptcy Code.
The Debtor asserted that the Dismissal Motion represents the
creditor's third effort to forego adjudication of liens and claims,
ignore the Debtor's exclusivity period, and multiple other
Bankruptcy Code provisions, in order to obtain an expeditious
resolution of the case. The Debtor further asserted that the
Dismissal Motion effectively "expunges" the claims of several
creditors that have filed proofs of claim, i.e., Adam Corporation,
Robert and Marleen Harmon, Specialized Environmental Services, and
the priority claims of Debtor's counsel. These claims are being
improperly "shut out" without a claims motion, notice, a hearing or
any semblance of due process, the Debtor added.
The Debtor also told the Court that LeClairRyan switched overnight
from being the Debtor's attorney to de facto counsel to the
petitioning creditors. The Debtor has multiple affirmative claims
against LeClairRyan based upon its breach of fiduciary duty by
orchestrating the filing of the Involuntary Petition, breach of
confidential information by informing the Petitioning Creditors
regarding Debtor's financial affairs and similar such claims, the
Debtor said.
Petersburg Regency, LLC, is represented by:
David Edelberg, Esq.
SOKOL BEHOT, LLP
433 Hackensack Avenue
Hackensack, NJ 07601
Tel: (201)488-1300
Fax: (201)488-6544
Email: dedelberg@sokolbehot.com
About Petersburg Regency
Petersburg Regency, LLC, commenced a Chapter 11 bankruptcy case
(Bankr. D.N.J. Case No. 15-17169) in Newark, New Jersey, on April
20, 2015. The case is assigned to Judge Vincent F. Papalia.
An involuntary bankruptcy case was previously filed against the
company (Bankr. E.D. Va. Case No. 15-30526) but the case was
dismissed by consent order in March 2015.
PLEASE TOUCH MUSEUM: Hires Isdaner & Company as Tax Advisor
-----------------------------------------------------------
Please Touch Museum seeks authority from the Bankruptcy Court to
employ Isdaner & Company, LLC as its tax advisor and auditor, to
perform primarily non-bankruptcy-related services that the Debtor
will require during the course of its Chapter 11 case.
The Debtor relates that prior to the Petition Date, Isdaner
provided tax, financial compilation, and audit services to it.
These services have generally related to financial processes and
controls related to the Debtor's operations and preparation of
annual (audit) financial statements.
The Debtor seeks to retain Isdaner to advise it and its management
with respect to:
(a) completion of the audit of its financial statements for the
year ending Sept. 30, 2015, and subsequent periods;
(b) preparation of Form 990's for current and subsequent
periods; and
(c) general tax and accounting services.
Isdaner will be compensated at its standard hourly rates, not to
exceed $43,000 for the audit and not to exceed $7,000 in the
aggregate for the preparation of Form 990 and Form BCO-10 (state
and federal returns).
The Debtor proposes to reimburse Isdaner for the necessary expenses
that it incurred.
The Debtor assures the Court that Isdaner does not represent or
hold any interest adverse to it or its estate with respect to the
matters for which Isdaner is to be employed. Furthermore, Isdaner
does not have any connection with any creditor or other
party-in-interest, or their respective attorneys or accountants, or
the United States Trustee or any of its employees.
About Please Touch Museum
Please Touch Museum filed Chapter 11 bankruptcy petition (Bankr.
E.D. Pa. Case No. 15-16558) on Sept. 11, 2015. The petition was
signed by Lynn McMaster as president and chief executive officer.
The Debtor has estimated assets of $10 million to $50 million
and liabilities $50 million to $100 million.
Judge Jean K. FitzSimon is assigned to the case.
Dilworth Paxson LLP serves as the Debtor's counsel. EisnerAmper
LLP acts as the Debtor's financial advisor. Isdaner & Company, LLC
represents as the Debtor's tax advisor and auditor. Rust
Consulting/Omni Bankruptcy is the Debtor's claims, notice and
solicitation agent.
The Debtor operates a children's museum known as the Please Touch
Museum located at Memorial Hall in the Fairmount Park section of
Philadelphia. The Debtor generates its revenues through a
combination of sales of memberships and tickets to the Museum,
event revenue, endowment income, and charitable contributions.
PLEASE TOUCH MUSEUM: Proposes EisnerAmper as Financial Advisor
--------------------------------------------------------------
Please Touch Museum submitted an application to the Bankruptcy
Court seeking authority to employ EisnerAmper LLP as its financial
advisor.
EisnerAmper will:
(a) assist Debtor's management team and other professionals, as
necessary, with its liquidity, financial, operational and
strategic planning, including the development of a Chapter
11 strategy;
b) assist in negotiations with the Debtor's stakeholders,
including stockholders, creditors, employees, and other
parties, as necessary;
(c) assist in the development and negotiations of a plan
of reorganization;
(d) prepare analyses related to potential third party causes of
action, if any, if necessary;
(e) assist the Debtor's personnel in complying with the
reporting standards under the Bankruptcy Code, including
the preparation of: Schedules of Assets and Liabilities,
Statement of Financial Affairs, the Initial Monthly
Operating Report and Monthly Operating Reports.
(f) provide support in the development of a weekly cash flow
budget;
(g) serve as the principal contact with creditors and other
stakeholders and keep them apprised of the financial
condition of the Debtor;
(h) if necessary, negotiate a debtor-in-possession
financing facility and develop any related budgets
or projections for such a facility;
(i) provide additional assistance as directed by the Debtor's
management, Board of Directors and legal counsel; and
(j) provide any other requested services that fall within its
area of expertise.
EisnerAmper will bill at its normal hourly rates as follows:
Partners/Principals $440-$620
Directors $365-$520
Managers/Senior Managers $240-$445
Paraprofessionals/Staff $125-$295
The principal professionals at EisnerAmper designated to represent
the Debtor and their current, hourly rates are:
Edward A. Phillips (Partner) $540
Thomas W. Buck (Principal) $530
William J. Pederson (Director) $490
Ryan W. Farley (Manager) $310
Various Associates as needed $160-$295
Stephanie Prinston-Granado $175
(Paraprofessional)
It is EisnerAmper's policy to charge its clients in all areas of
practice for all other out-of-pocket expenses incurred in
connection with the client's engagement. The expenses charged to
clients include, among other things, photocopying charges,
facsimile charges, travel expenses, expenses for "working meals,"
and computerized/on-line database research.
EisnerAmper holds a $75,000 retainer received from the Debtor prior
to the Petition Date. EisnerAmper intends to request that it be
allowed by the Court to apply any remaining retainer to its first
interim fee application.
The Debtor has also agreed to indemnify and hold harmless
EisnerAmper and certain of its affiliates except to the extent that
any loss, claim, damage, liability or expense is found by a court
of competent jurisdiction to have resulted from an indemnified
person's gross negligence or willful misconduct or breach of that
certain confidentiality agreement between the Debtor and
EisnerAmper.
To the best of the Debtor's knowledge: (a) EisnerAmper is a
"disinterested person" within the meaning of Bankruptcy Code
Section 101(14) and as required by Bankruptcy Code Section 327(a),
and holds no interest materially adverse to the Debtor, its
significant creditors and equity interest holders for the matters
for which EisnerAmper is to be employed; and (b) EisnerAmper has no
connection to it, its significant creditors, equity interest
holders or related parties.
About Please Touch Museum
Please Touch Museum filed Chapter 11 bankruptcy petition (Bankr.
E.D. Pa. Case No. 15-16558) on Sept. 11, 2015. The petition was
signed by Lynn McMaster as president and chief executive officer.
The Debtor has estimated assets of $10 million to $50 million
and liabilities $50 million to $100 million.
Judge Jean K. FitzSimon is assigned to the case.
Dilworth Paxson LLP serves as the Debtor's counsel. EisnerAmper
LLP acts as the Debtor's financial advisor. Isdaner & Company, LLC
represents as the Debtor's tax advisor and auditor. Rust
Consulting/Omni Bankruptcy is the Debtor's claims, notice and
solicitation agent.
The Debtor operates a children's museum known as the Please Touch
Museum located at Memorial Hall in the Fairmount Park section of
Philadelphia. The Debtor generates its revenues through a
combination of sales of memberships and tickets to the Museum,
event revenue, endowment income, and charitable contributions.
PORTER BANCORP: SBAV LP, et al., Cease as 5% Shareholder
--------------------------------------------------------
SBAV LP, SBAV GP LLC, Clinton Magnolia Master Fund, Ltd., George
Hall and Clinton Group, Inc. disclosed in an amended Schedule 13D
filed with the Securities and Exchange Commission that they ceased
to collectively beneficially own more than five percent of the
shares of common stock of Porter Bancorp, Inc., on Sept. 16, 2015:
Shares
Beneficially Percent of
Reporting Person Owned Class
---------------- ------------ ----------
SBAV LP 1,200 Less than
0.1%
SBAV GP LLC 1,200 Less than
0.1%
Clinton Magnolia Master Fund, 577,942 2.9%
Ltd.
George Hall 579,142 3.0%
Clinton Group, Inc. 579,142 3.0%
As a result of warrants expiring pursuant to their terms without
exercise, this amendment is the final amendment to the Schedule 13D
and constitutes an exit filing for the Reporting Persons.
A copy of the regulatory filing is available for free at:
http://is.gd/D4TJ3o
About Porter Bancorp
Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky. Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.
Porter Bancorp reported a net loss of $11.2 million in 2014, a net
loss of $1.58 million in 2013 and a net loss of $32.93 million in
2012.
As of June 30, 2015, the Company had $979.3 million in total
assets, $949.2 million in total liabilities and $30 million in
total stockholders' equity.
Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
substantial losses in 2014, 2013 and 2012, largely as a result of
asset impairments resulting from the re-evaluation of fair value
and ongoing operating expenses related to the high volume of other
real estate owned and non-performing loans. In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory capital
ratios as well as being involved in various legal proceedings in
which the Company disputes material factual allegations against the
Company. Additional losses, adverse outcomes from legal
proceedings or the continued inability to comply with the
regulatory enforcement order may result in additional adverse
regulatory action. These events raise substantial doubt about the
Company's ability to continue as a going concern, the auditors
said.
PRIME TIME: Landlord Objects to Bid to Modify Sale Order
--------------------------------------------------------
James I. Kozen, landlord of Prime Time International Company, for
the premises at 2019 West Lone Cactus Drive, in Phoenix, Arizona,
asks the United States Bankruptcy Court District of Arizona to deny
the Debtor's motion to modify the order approving the sale of its
assets.
According to Mr. Kozen, the Sale Order expressly provides that
Debtor is not accepting assignment of the Lease which had been
transferred to it pursuant to the Sale Order. Mr. Kozen objects to
Debtor's Motion because the Debtor does not have the right to
change its mind and walk away for its obligations under the Lease
months after entry of the Sale Order. In addition, if the Debtor
is correct and have the right to remove the Lease from the list of
"Assigned Leases" at this late date, the Debtor's "Sale Motion" was
deficient and violated principles of due process by not giving Mr.
Kozen notice that the Lease could be rejected nearly eight months
after the Sale Order was approved.
Jerry L. Cocharan, Esq., at Cocharan Law Firm, in Pheonix, Arizona,
who represents the Debtor, asserts that the Sale Order provides
that the Buyer may give notice three days prior before closing to
the Landlord if it wishes to reject a lease. The Sale order was
made on proper notice to all parties including the Landlord, Mr.
Cocharan further asserts.
The Debtor is represented by:
Jerry L. Cocharan, Esq.
COCHARAN LAW FIRM
2929 E. Camelback Road
Suite 118
Pheonix Arizona 85016
Tel: (602) 952-5300
Emai: jcocharan@cocharanlawfirmpc.com
-- and --
Harvey D. Merves, Esq.
HINMAN, HOWARD KATTELL LLP
80 Exchange St.
P.O. Box 5250
Binghamtom, New York 13902
Tel: (607) 723-5341
Fax: (607) 723-6605
Email: hmervis@hhk.com
James Kozen is represented by:
Robert D. Mitchell, Esq.
Christopher R. Kaup, Esq.
Laura L. Wochner, Esq.
TIFFANY & BOSCO P.A.
Seventh Floor, Camelback Esplanade II
2525 East Camelback Road
Phoenix, Arizona 85016
Tel: (602) 255-6000
Fax: (602) 255-0103
Email: rdm@tblaw.com
crk@tblaw.com
llw@tblaw.com
About Prime Time International
Prime Time International Company, formerly known as Single Stick
Inc., manufactures and distributes cigarettes and little cigars.
PTIC has two wholly-owned subsidiaries: USA Tobacco, which
distributes PTIC's products, and 21st Century Brands, LLC, which
distributes non-tobacco consumer products.
Annual sales are $40 million and the company's products are in
100,000 convenience stores in North America. The company has
direct accounts with each of the top 25 largest convenience store
distributors in the United States.
Prime Time and its two subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on
March 15, 2014. The Debtors have tapped Greenberg Traurig as
attorneys, Odyssey Capital Group, LLC, as financial advisors, and
Schian Walker, P.L.C., as conflicts counsel.
The Debtors disclosed $26.8 million in total assets and $23.4
million in total liabilities as of Jan. 31, 2014.
QUIKSILVER INC: Court Orders Joint Administration of Cases
----------------------------------------------------------
Judge Brendan Shannon of the U.S. Bankruptcy Court for the District
of Delaware directs joint administration of the bankruptcy cases of
Quiksilver, Inc., and 10 of its affiliates.
The docket in Case No. 15-11880 should be consulted for all matters
affecting this case. Procedural consolidation will be for
administrative purposes only and will not be a substantive
consolidation of the Debtors' estates.
About Quiksilver
Quiksilver, Inc., designs, produces and distributes branded
apparel, footwear and accessories. The Company's apparel and
footwear brands, inspired by a passion for outdoor action sports,
represent a casual lifestyle for young-minded people who connect
with its boardriding culture and heritage. The Company's
Quiksilver, Roxy, and DC brands have authentic roots and heritage
in surf, snow and skate. The Company's products are sold in more
than 100 countries in a wide range of distribution, including surf
shops, skate shops, snow shops, its proprietary Boardriders shops
and other Company-owned retail stores, other specialty stores,
select department stores and through various e-commerce channels.
For additional information, please visit the Company's brand Web
sites at www.quiksilver.com, www.roxy.com and www.dcshoes.com.
Quiksilver began operations in 1976 as a California company making
boardshorts for surfers in the United States under a license
agreement with the Quiksilver brand founders in Australia. The
Company later reincorporated in Delaware and went public in 1986.
In fiscal year 2014 (ended Oct. 31, 2014), 34% of the Company's
revenue was generated by the Debtors, within the United States. The
remaining 66% is attributable to the Non-Debtor Affiliates located
outside the United States.
Sales at Company retail stores accounted for approximately 28% of
Company revenue during fiscal year 2014. The Company's retail
shops include full-price stores, factory outlet stores, and
"shop-in-shops." At the end of the fiscal year 2014, the Company
had approximately 266 full-price core brand stores, of which 75 are
located in the United States.
Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on Sept.
9, 2015. Andrew Bruenjes signed the petition as chief financial
officer. The Debtors disclosed total assets of $337 million and
total debts of $826 million.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Debtors'
legal advisor, FTI Consulting, Inc. as their restructuring advisor,
and Peter J. Solomon Company as their investment banker. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.
QUIKSILVER INC: Moody's Cuts Probability of Default Rating to Ca
----------------------------------------------------------------
Moody's Investors Service downgraded Quiksilver, Inc.'s Probability
of Default rating to Ca-PD from Caa2-PD and assigned a limited
default ("/LD") designation to reflect the September 9, 2015
commencement of voluntary proceedings for relief under chapter 11
of the United States Bankruptcy Code for its U.S. subsidiaries
("Debtors"). Moody's also downgraded the ratings on the company's
$280 million secured notes due 2018 to Ca from Caa1 and $225
million unsecured notes due 2020 to C from Ca. Quiksilver's Caa2
Corporate Family Rating was affirmed, and the company's Speculative
Grade Liquidity rating was unchanged at SGL-4. The rating outlook
is developing. Subsequent to today's actions, Moody's will withdraw
all ratings on Quiksilver's U.S. entities due to bankruptcy. Please
refer to Moody's Withdrawal Policy on moodys.com.
Concurrently, Moody's assigned a Caa2 Corporate Family Rating,
Caa2-PD Probability of Default rating and SGL-4 Speculative Grade
Liquidity Rating to Quiksilver's indirect subsidiary, Boardriders
S.A. ("Boardriders"), and affirmed the Caa2 rating on the company's
EUR 200 million senior unsecured notes due 2017. The rating outlook
is developing.
The downgrade of Quiksilver's ratings and assigned "/LD"
designation reflect commencement of voluntary proceedings for
relief under chapter 11 of the United States Bankruptcy Code for
the company and its U.S. subsidiaries, as well as the limited
recovery prospects for holders of the 2018 and 2020 notes. Pursuant
to the terms of the proposed Plan Sponsorship Agreement ("PSA")
with Oaktree Capital Management, L.P. ("Oaktree"), if approved by
the Bankruptcy Court, Quiksilver's 2018 and 2020 notes would be
extinguished. Holders of the 2018 secured notes would then receive
new common equity in the restructured company and holders of the
2020 unsecured notes would receive $7.5 million in cash to be
shared with holders of general unsecured claims. Quiksilver will
continue to operate as a "debtor-in-possession" under the
jurisdiction of the Bankruptcy Court, which has approved immediate
access to $115 million of a proposed $175 million
debtor-in-possession financing that expires on February 6, 2016.
Quiksilver's European and Asia-Pacific businesses and operations
are not part of the bankruptcy filing and Boardrider's 2017 notes
remain outstanding. A majority of Boardriders' noteholders have
agreed to waive any technical default arising from the chapter 11
filing, and the ability to accelerate was rescinded for a period of
up to 210 days starting September 9, 2015. The PSA also provides
that upon the exit of bankruptcy, the Debtors must launch an
exchange offer in respect of the 2017 Notes, with terms and
conditions that are yet to be determined.
Rating Actions:
-- Quiksilver, Inc.:
-- Corporate Family Rating affirmed at Caa2, to be subsequently
withdrawn due to bankruptcy
-- Probability of Default Rating downgraded to Ca-PD/LD from
Caa2-PD, to be subsequently withdrawn due to bankruptcy
-- Speculative Grade Liquidity unchanged at SGL-4, , to be
subsequently withdrawn due to bankruptcy
-- Quiksilver, Inc. and QS Wholesale, Inc.:
-- $280 million senior secured notes due 2018 downgraded to Ca
(LGD3) from Caa1 (LGD3), to be subsequently withdrawn due to
bankruptcy
-- $225 million senior unsecured notes due 2020 downgraded to C
(LGD6) from Ca (LGD6), to be subsequently withdrawn due to
bankruptcy
-- Boardriders S.A:
-- Corporate Family Rating assigned at Caa2
-- Probability of Default Rating assigned at Caa2-PD
-- Speculative Grade Liquidity Rating assigned at SGL-4
-- EUR 200 million notes due 2017 affirmed at Caa2 (LGD3)
Outlook Actions:
-- Quiksilver, Inc.:
-- Ratings outlook changed to Developing from Stable, to be
subsequently withdrawn due to bankruptcy
-- Boardriders S.A:
-- Ratings outlook changed to Developing from Stable
RATINGS RATIONALE
Boardrider's Caa2 Corporate Family Rating reflects the company's
high probability of default and weak liquidity. Using Quiksilver's
non-guarantor subsidiaries as a proxy, Boardrider's operating
performance, while better than its U.S. operations, has
deteriorated over the past several years, and its credit metrics
are weak. Moody's estimates that interest coverage (EBITA/Interest)
is well below 1x. At this level, Boardrider's capital structure is
unsustainable and the risk of a default, including a distressed
exchange, remains high. Balance sheet cash and committed
availability was relatively modest as of July 31, 2015, and its
maturity profile is relatively short with credit lines expiring in
October 2016 and the Boardrider notes maturing in December 2017.
The developing outlook considers the uncertainty regarding the
impact on Debtors' restructuring on Boardriders' capital structure.
Ratings could be downgraded if the probability of default
increases, either through a distressed exchange of its notes, an
acceleration or restructuring. An upgrade would require a
conclusion of the U.S. bankruptcy case, which would provide more
clarity on the company's future capital structure. An upgrade would
also require the maintenance of adequate liquidity through a
successful refinancing of its capital structure and improved
operating performance such that interest coverage improves to
1.0x.
Boardriders S.A. is a Luxembourg-based indirect subsidiary of
Quiksilver, Inc., which designs and distributes branded apparel,
footwear, accessories, and related products under brands including
Quiksilver, Roxy and DC. Boardriders generated approximately $920
million of revenues in the twelve month period ended July 31,
2015.
QUIKSILVER INC: Proposes Contracts/Leases Rejection Procedures
--------------------------------------------------------------
Quiksilver, Inc. and its debtor affiliates ask the Bankruptcy Court
to approve certain procedures for the rejection of contracts and
leases for the efficient administration of their Chapter 11 cases.
The Debtors propose to file a notice to reject any Contract or
Lease, pursuant to Bankruptcy Code Section 365 of the Bankruptcy
Code. With respect to Contracts or Leases other than Leases of
real property, the Rejection Notice will set forth the following
information, as applicable:
(i) the Contracts or Personal Property Leases that the Debtors
seek to reject;
(ii) the names and addresses of the counterparties to
those Contracts or Personal Property Leases;
(iii) a short description of the type of Contracts or Personal
Property Leases;
(iv) the proposed effective date of the rejection for each such
Contracts or Personal Property Leases, which date may not
be before the date of filing of the Rejection Notice.
With respect to Real Property Leases, the Rejection Notice will set
forth the following information:
(i) the street address of real property;
(ii) the name and address of the landlord;
(iii) the date on which the Debtors will vacate (or have vacated)
the premises; and
(iv) proposed effective date of the rejection for each such Real
Property Leases, which date may not be before the earlier
of (x) date of filing of the Rejection Notice and (y) the
date the Debtors vacate the premises and turn over keys,
key codes, and security codes, if any, to the affected
Landlord.
The Debtors will cause the Rejection Notice to be served by United
States mail upon the following parties: (i) the Counterparty to the
Contract or Lease, as applicable (and its counsel, if known), at
the last known address available to the Debtors; (ii) with respect
to Real Property Leases, any known third party having an interest
in personal property located at the leased premises; (iii) any
party known to assert a lien in any property subject to the
rejected Contract or Lease; (iv) United States Trustee, 844 King
Street, Suite 2207, Wilmington, Delaware 19801, Attn: Mark Kenney,
Esq.; (v) counsel to the agent for the Debtors' postpetition
secured loan facilities: (a) Kirkland & Ellis LLP, 300 North
LaSalle Street, Chicago, Illinois, 60654, Attn: Patrick J. Nash,
Jr., Ross M. Kwasteniet, and William A. Guerrieri; (b) Riemer &
Braunstein, Three Center Plaza, Boston, Massachusetts 02108, Attn:
David S. Berman, Esq.; (vi) counsel to the agent for the Debtors'
prepetition revolving loan facility, Riemer & Braunstein, Three
Center Plaza, Boston, Massachusetts 02108, Attn: David S. Berman,
Esq.; (vii) agent for the Debtors' prepetition senior secured
notes, U.S. Bank National Association, Global Corporate Trust
Services, Mailcode: EP-MN-WS3C, 60 Livingston Ave., St. Paul, MN
55107-2292, Attn: Rich Prokosch, Vice President, Account Manager;
(viii) agent for the Debtors' prepetition senior unsecured notes,
U.S. Bank National Association, Global Corporate Trust Services,
Mailcode: EP-MN-
WS3C, 60 Livingston Ave., St. Paul, MN 55107-2292, Attn: Rich
Prokosch, Vice President, Account Manager; (ix) counsel to any
committee appointed in these Chapter 11 Cases; and (x) any other
parties in interest who are required to be given notice pursuant to
Bankruptcy Rule 2002, advising those parties of the Debtors' intent
to reject the specified Contracts and/or Leases, as well as the
deadlines and procedures for filing objections to the Rejection
Notice.
Should a party in interest object to the proposed rejection by the
Debtors of a Contract or Lease, that party must file and serve a
written objection so that such objection is filed with this Court
and is actually received by the parties no later than 14 calendar
days after the date the Rejection Notice is filed.
Absent an objection being filed within 14 calendar days after the
date the Rejection Notice is filed, the rejection of those
Contracts or Leases will be deemed authorized and approved, with
such rejection to be effective as of the Rejection Date, without
further notice, hearing or order of the Court unless the Debtors
withdraw such Rejection Notice on or prior to the Rejection Date.
Upon the Rejection Date, any personal property or furniture,
fixtures and equipment of the Debtors remaining on the premises of
a rejected Real Property Lease will be deemed abandoned by the
Debtors and the Landlords may dispose of any Remaining Property, in
their sole discretion, free and clear of all liens, claims,
encumbrances and interests, and without any liability to the
Debtors and without waiver of any claim the Landlords may have
against the Debtors.
If a timely objection is filed that cannot be resolved, the Debtors
will file a notice of hearing to consider the unresolved objection.
If that objection is overruled or withdrawn, such Contract or
Lease will be rejected with the effective date of rejection to be
the Rejection Date or such other dates as the Debtors and the
Counterparties have agreed.
Each Counterparty to a Contract and/or Lease that is rejected
pursuant to the Rejection Procedures is required to file a proof of
claim relating to the rejection of that Contract and/or Lease, if
any, by the later of (i) 30 days after the Rejection Date, and (ii)
any applicable claims bar date established in this Chapter 11
cases. If no proof of claim is timely filed, such Counterparty
will be barred from asserting a claim for rejection damages and
from participating in any distributions that may be made in
connection with these Chapter 11 Cases.
If the Debtors have deposited funds with a Counterparty as a
security deposit or other arrangement, that Counterparty may not
setoff or otherwise use such deposit without the prior authority of
the Court or agreement of the Debtors.
About Quiksilver
Quiksilver, Inc., designs, produces and distributes branded
apparel, footwear and accessories. The Company's apparel and
footwear brands, inspired by a passion for outdoor action sports,
represent a casual lifestyle for young-minded people who connect
with its boardriding culture and heritage. The Company's
Quiksilver, Roxy, and DC brands have authentic roots and heritage
in surf, snow and skate. The Company's products are sold in more
than 100 countries in a wide range of distribution, including surf
shops, skate shops, snow shops, its proprietary Boardriders shops
and other Company-owned retail stores, other specialty stores,
select department stores and through various e-commerce channels.
For additional information, please visit the Company's brand Web
sites at www.quiksilver.com, www.roxy.com and www.dcshoes.com.
Quiksilver began operations in 1976 as a California company
making boardshorts for surfers in the United States under a license
agreement with the Quiksilver brand founders in Australia. The
Company later reincorporated in Delaware and went public in 1986.
In fiscal year 2014 (ended Oct. 31, 2014), 34% of the Company's
revenue was generated by the Debtors, within the United States. The
remaining 66% is attributable to the Non-Debtor Affiliates located
outside the United States.
Sales at Company retail stores accounted for approximately
28% of Company revenue during fiscal year 2014. The Company's
retail shops include full-price stores, factory outlet stores, and
"shop-in-shops." At the end of the fiscal year 2014, the
Company had approximately 266 full-price core brand stores, of
which 75 are located in the United States.
Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on Sept.
9, 2015. Andrew Bruenjes signed the petition as chief financial
officer. The Debtors disclosed total assets of $337 million and
total debts of $826 million.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Debtors'
legal advisor, FTI Consulting, Inc. as their restructuring advisor,
and Peter J. Solomon Company as their investment banker. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.
QUIKSILVER INC: Seeks to Reject 35 Employee Contracts
-----------------------------------------------------
Quiksilver, Inc. and its debtor affiliates seek to reject
employment contracts or separation agreements with these
employees:
1. Alvarez, Patricia
2. Barnes, Maria
3. Bond, David
4. Brown, Brigitte
5. Chang, Wei-En
6. Colby, Robert O.
7. Devoy, Liam
8. Drake, Nicholas
9. Exon, Charles S.
10. Finney, Steve
11. Fullerton, Scott
12. Gobright, Pam
13. Graham, John
14. Graham, Kelley
15. Gregg, Debi
16. Hardy, Alan
17. Hartge, Tom
18. Holman, Brad
19. Jackson, Deanna
20. Ketner, Kelly
21. Kutsch, Jennifer
22. Lifford, Pam
23. Lott, Darren
24. Love, Viki
25. Oberschelp, Robert
26. O'Neil, Joseph
27. Mazzone, Kerstin N.
28. McKnight, Jr., Robert B.
29. Mooney, Andrew P.
30. Schreiber, Chris
31. Stern, Lance
32. Swokowski, Steve
33. Vickers, Alan
34. Vollmer, George
35. Webster, Thomas
The Debtors request that the rejection date be authorized as of the
Petition Date. The Debtors assert that without a retroactive date
of rejection, they may be forced to incur unnecessary
administrative charges.
About Quiksilver
Quiksilver, Inc., designs, produces and distributes branded
apparel, footwear and accessories. The Company's apparel and
footwear brands, inspired by a passion for outdoor action sports,
represent a casual lifestyle for young-minded people who connect
with its boardriding culture and heritage. The Company's
Quiksilver, Roxy, and DC brands have authentic roots and heritage
in surf, snow and skate. The Company's products are sold in more
than 100 countries in a wide range of distribution, including surf
shops, skate shops, snow shops, its proprietary Boardriders shops
and other Company-owned retail stores, other specialty stores,
select department stores and through various e-commerce channels.
For additional information, please visit the Company's brand Web
sites at www.quiksilver.com, www.roxy.com and www.dcshoes.com.
Quiksilver began operations in 1976 as a California company
making boardshorts for surfers in the United States under a license
agreement with the Quiksilver brand founders in Australia. The
Company later reincorporated in Delaware and went public in 1986.
In fiscal year 2014 (ended Oct. 31, 2014), 34% of the Company's
revenue was generated by the Debtors, within the United States. The
remaining 66% is attributable to the Non-Debtor Affiliates located
outside the United States.
Sales at Company retail stores accounted for approximately
28% of Company revenue during fiscal year 2014. The Company's
retail shops include full-price stores, factory outlet stores, and
"shop-in-shops." At the end of the fiscal year 2014, the
Company had approximately 266 full-price core brand stores, of
which 75 are located in the United States.
Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on Sept.
9, 2015. Andrew Bruenjes signed the petition as chief financial
officer. The Debtors disclosed total assets of $337 million and
total debts of $826 million.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Debtors'
legal advisor, FTI Consulting, Inc. as their restructuring advisor,
and Peter J. Solomon Company as their investment banker. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.
RADIOSHACK CORP: Files Exhibits to Plan Disclosures
---------------------------------------------------
RS Legacy Corporation, et al., filed certain exhibits to the
solicitation version of their Joint Disclosure Statement. The
exhibits contain the voting tabulation rules and the Chapter 7
liquidation analysis. A copy of the document is available for
free at:
http://bankrupt.com/misc/RadioShack_Exhibits_DS.pdf
About RadioShack Corporation
RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. The
Debtors disclosed total assets of $1.2 billion, versus total debt
of $1.3 billion.
During the bankruptcy cases, the Debtors completed store closing
sales at approximately 2,100 stores. Following an auction, General
Wireless, Inc., purchased the majority of RadioShack's remaining
assets, including more than 1,700 store leases, and inventory, for
$150 million. The Debtors sold their Mexican assets to Office
Depot de Mexico, S.A. de C.V. for $31.8 million plus the assumption
of certain liabilities. The Debtors sold their intellectual
property assets in Latin America to Regal Forest Holding Co. Ltd.
for $5 million. Delta RS for Trading purchased the intellectual
property assets in the Middle East for $1.50 million. RadioShack
sold its remaining IP assets, including the U.S. trademarks, and
customer data, to General Wireless for $26.2 million.
Following the sale of their IP assets, certain of the Debtors were
required to change their names. On June 22, 2015, RadioShack
Corp., et al., sought an order changing their names to RS Legacy
Corporation, et al.
David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day, serve as the Debtors' bankruptcy
counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors'
Turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker. A&G Realty Partners is the Debtors' real
estate advisor. Prime Clerk is the Debtors' claims and noticing
agent.
Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent
the Official Committee of Unsecured Creditors as co-counsel.
Houlihan Lokey Capital, Inc., serves as financial advisor and
investment banker.
* * *
The Debtors' First Amended Plan provides that the SCP Agent will
recover an estimated 80% to 90% of its allowed claim amount,
estimated to total $70 million. General Unsecured Claims,
estimated to total $200 to $400 million, will receive a Pro Rata
share, with Allowed Claims in Classes 6 and 7, of the Remaining
Liquidating Trust Assets. A black-lined version of the Disclosure
Statement is available at http://bankrupt.com/misc/RSIds0810.pdf
RADIOSHACK CORP: Numerous Creditors Object to Plan
--------------------------------------------------
Standard General L.P. and certain of its related parties, Wells
Fargo Bank, N.A., the U.S. Government, and Zurich American
Insurance Company, object to the confirmation of Radioshack
Corporation, et al.'s First Amended Plan of Liquidation.
Standard General asserted that the Plan should not be approved as
proposed because it violates the requirements of the Bankruptcy
Code by failing to provide an adequate reserve for Standard
General's administrative expense claims. Section 1129(a)(9)(A)
requires reserves for those claims where they will not be paid on
the effective date of a plan -- and this Plan fails to make any
provision whatsoever for those required reserves as to Standard
General.
Wells Fargo, a lender under the Pre-Petition ABL Credit Agreement
and DIP Credit Agreement and which holds secured and superpriority
claims against the Debtors and their estates for indemnification
and reimbursement of fees and expenses stemming from a threatened,
and now actual, lawsuit by the Official Committee of Unsecured
Creditors seeking damages in excess of $200 million, complained
that the proposed Disclosure Statement and Plan say nothing about
how these claims will be treated, except that they will be
satisfied pursuant to "orders of the Court, including the
Confirmation Order." By leaving the treatment of Wells Fargo's
claims "to be determined," the Debtors' Disclosure Statement cannot
be deemed to provide adequate information regarding the proposed
treatment of those claims under the Plan, Wells Fargo asserted.
Furthermore, the Plan similarly fails to provide for any reserves
or other mechanisms to ensure satisfaction of Wells Fargo's claims
and therefore is infeasible and unconfirmable, the lender further
asserted.
The U.S. Government said confirmation of the Debtors' first joint
amended plan of liquidation should be denied and pointed out that
the proposed plan includes a settlement of the claims of Salus
Capital Partners, LLC. While the U.S. Government is not opposed in
principle to the confirmation of a Chapter 11 plan in this case,
the terms of the settlement prohibit confirmation of the
proposed plan because they violate the absolute priority rule set
forth in Section 1129(b). Specifically, the assignment of SCP's
adequate protection claims and diminution in value claims to the
general unsecured creditors gives value to a class of claims of a
lower priority than the United States, even though the plan does
not provide for any payment, let alone full payment, of the United
States' Section 507(a)(8) priority claim, the U.S. Government said.
Confirmation thus should be denied because the terms of the plan
violate the express requirements of the Code without any
justification, the Government asserted.
Zurich asserted that the Plan should contain language stating that
the proceeds of the EPL and Excess Policies are not property of the
estates or the reorganized Debtors or, alternatively, language that
would lift and modify the automatic stay and/or plan injunction
with respect to the proceeds to allow Zurich to pay covered amounts
with respect to the Petropoulous Action and ERISA Litigation and
any other covered claims in accordance with the EPL and Excess
Policies, including any defense costs previously incurred,
presently being incurred and that will be incurred in the future.
The Committee, in response to Standard General L.P. and certain of
its related parties, and Wells Fargo Bank, N.A., argued that as
Standard General and Wells Fargo are not entitled to the
indemnification they claim must be accounted for in the Plan, their
objections should be rejected, the Disclosure Statement should be
approved, and the Plan should be confirmed.
The Committee objected to the assumption of certain contracts
listed as executory pursuant to the Plan and the supplemental
contract lists filed pursuant to the Plan, without further review
by the Committee to ensure any contracts assumed as truly
executory. The Committee pointed out that, as the Court is aware,
the primary source for recovery to unsecured creditors,
inadvertently, with minimal or no recovery at all. However,
approval of the assumption of potentially non-executory contracts
could severely diminish the recovery, leaving unsecured creditors,
inadvertently, with minimal or no recovery at all.
The Committee is represented by Christopher M. Samis, Esq., and L.
Katherine Good, Esq., at Whiteford, Taylor & Preston LLC, in
Wilmington, Delaware; and Susheel Kirpalani, Esq., Robert S.
Loigman, Esq., at Quinn Emanuel Urquhart & Sullivan, LLP, in New
York.
Standard General is represented by Robert J. Dehney, Esq., Gregory
W. Werkheiser, Esq., and Matthew B. Harvey, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware; Richard F.
Hahn, Esq., and Shannon Rose Selden, Esq., at Debevoise & Plimpton
LLP, in New York; and Gregg M. Galardi, Esq., at DLA Piper LLP
(US), in New York.
Wells Fargo is represented by Kurt F. Gwynne, Esq., and J. Cory
Falgowski, Esq., at Reed Smith LLP, in Wilmington, Delaware.
The U.S. Government is represented by Charles M. Oberly, Esq.,
United States Attorney, Caroline D. Ciraolo, Esq., Acting Assistant
Attorney General, Ward W. Benson, Esq., and Christopher J.
Williamson, Esq., Trial Attorneys, Tax Division, in Washington,
D.C.
Zurich is represented by:
C. Scott Reese, Esq.
R. Grant Dick IV, Esq.
COOCH AND TAYLOR, P.A.
1000 West Street, 10th Floor
Wilmington, DE 19801
Tel: (302) 984-3800
Fax: (302) 984-3939
E-mail: gdick@coochtaylor.com
sreese@coochtaylor.com
- and -
Lilian G. Stenfeldt, Esq.
SEDGWICK LLP
333 Bush Street, 30th Floor
San Francisco, CA 94104-2834
Tel: (415) 781-7900
Fax: (415) 781-2635
E-mail: lilian.stenfeldt@sedgwicklaw.com
About RadioShack Corporation
RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. The
Debtors disclosed total assets of $1.2 billion, versus total debt
of $1.3 billion.
During the bankruptcy cases, the Debtors completed store closing
sales at approximately 2,100 stores. Following an auction, General
Wireless, Inc., purchased the majority of RadioShack's remaining
assets, including more than 1,700 store leases, and inventory, for
$150 million. The Debtors sold their Mexican assets to Office
Depot de Mexico, S.A. de C.V. for $31.8 million plus the assumption
of certain liabilities. The Debtors sold their intellectual
property assets in Latin America to Regal Forest Holding Co. Ltd.
for $5 million. Delta RS for Trading purchased the intellectual
property assets in the Middle East for $1.50 million. RadioShack
sold its remaining IP assets, including the U.S. trademarks, and
customer data, to General Wireless for $26.2 million.
Following the sale of their IP assets, certain of the Debtors were
required to change their names. On June 22, 2015, RadioShack
Corp., et al., sought an order changing their names to RS Legacy
Corporation, et al.
David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day, serve as the Debtors' bankruptcy
counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors'
Turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker. A&G Realty Partners is the Debtors' real
estate advisor. Prime Clerk is the Debtors' claims and noticing
agent.
Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent
the Official Committee of Unsecured Creditors as co-counsel.
Houlihan Lokey Capital, Inc., serves as financial advisor and
investment banker.
* * *
The Debtors' First Amended Plan provides that the SCP Agent will
recover an estimated 80% to 90% of its allowed claim amount,
estimated to total $70 million. General Unsecured Claims,
estimated to total $200 to $400 million, will receive a Pro Rata
share, with Allowed Claims in Classes 6 and 7, of the Remaining
Liquidating Trust Assets. A black-lined version of the Disclosure
Statement is available at http://bankrupt.com/misc/RSIds0810.pdf
RAILYARD COMPANY: In Default of Almost $10M Loan Prior to Ch 11
---------------------------------------------------------------
Howard Houghton at The Santa Fe New Mexican reports that Railyard
Company, LLC, defaulted on an almost $10 million loan from
Thorofare Capital before filing for Chapter 11 bankruptcy
protection.
New Mexican recalls that the Lender filed in July 2015 a mortgage
foreclosure action against the Company and its principals, Rick
Jaramillo, David Duran and Steve Duran. According to the report,
Mr. Jaramillo at that time denied that the Company defaulted on the
loan and assured that the Company would maintain control of the
property.
New Mexican relates that the Company had claimed the city of Santa
Fe, which owns the ground under the building, caused delays that
contributed to the Company's financial problems. The City bought
condominium space in 2012 for $3.6 million in a deal intended to
head off litigation by the developers, the report says. The report
adds that a "possible breach of contract claim against the city of
Santa Fe" is listed in the Company's bankruptcy petition as among
"contingent and unliquidated claims".
According to New Mexican, the Company also listed in court filing
about $293,000 in "common area maintenance reimbursement from REI"
under "accounts receivable."
"We have been engaged in a long dispute with the landlord and the
information in reference to REI is not accurate," Albuquerque
Business First quoted a representative of REI as saying.
About Railyard Company
Railyard Company, LLC, owns and developed two-story Market Station
that houses the REI sporting goods store and other tenants. It
filed a Chapter 11 petition (Bankr. D. N.M. Case No. 15-12386) on
Sept. 4, 2015. The petition was signed by Richard Jaramillo as
managing member. The Debtor is represented by William F. Davis,
Esq., at William F. Davis & Associates, P.C., as counsel.
The Debtor's Chapter 11 petition says the Company has about $11.2
million in debts and $13.8 million in assets.
REICHHOLD HOLDINGS: Files Ch. 11 Liquidation Plan
-------------------------------------------------
Reichhold Holdings US, Inc., et al., filed with the U.S. Bankruptcy
Court for the District of Delaware a plan of liquidation and
accompanying disclosure statement, which give less than 5% recovery
to holders of general unsecured claims.
Under the Plan, Class 3 - General Unsecured Claims, which are
estimated to range from $384,972,000 to $459,972,000, are impaired
and will receive pro rata share of the liquidating interests.
An integral component of the purchase price for substantially all
of the Debtors' assets was ensuring that the Debtors had sufficient
funds to wind dow their estates. Accordingly, the Stalking Horse
Purchaser agreed to fund the Seller's closing and wind down
expenses as follows: (X) an amount estimated in good faith by the
Debtors, but in no event in excess, in the aggregate, of $6,770,000
for (i) the wind down of the Debtors' bankruptcy estates, (ii)
amounts to pay taxes, (iii) fees payable to the U.S. Trustee, (vi)
accrued and unpaid professionals, consulting and investment banking
fees, (v) insurance premiums, and (vi) other postpetition and
unpaid operating expenses; and (Y) the amount which will in no
event exceed $1,636,000 to be spent for environmental-related
liabilities.
A full-text copy of the Disclosure Statement dated Sept. 15, 2015,
is available at http://bankrupt.com/misc/REICHHOLDds0915.pdf
The Plan was filed by Norman L. Pernick, Esq., and Marion M. Quirk,
Esq., and David W. Giattino, Esq., at Cole Schotz P.C., in
Wilmington, Delaware; and Gerald H. Gline, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz P.C., in Hackensack, New Jerse
About Reichhold
Founded in 1927, Reichhold, with its world headquarters and
technology center in Durham, North Carolina, is one of the world's
largest manufacturer of unsaturated polyester resins and a leading
supplier of coating resins for the industrial, transportation,
building and construction, marine, consumer and graphic arts
markets. Reichhold -- http://www.Reichhold.com/-- has
manufacturing operations throughout North America, Latin America,
the Middle East, Europe and Asia.
As of June 30, 2014, the Reichhold companies had consolidated
assets of $538 million and liabilities of $631 million.
Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S.
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-12237) on Sept. 30, 2014.
Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and
CDG Group LLC (financial advisor) are representing Reichhold, Inc.
Latham & Watkins LLP (legal advisor) and Moelis & Company
(investment banker) are serving Reichhold Industries, Inc. Logan &
Company is the company's claims and noticing agent. The cases are
assigned to Judge Mary F. Walrath.
The U.S. Trustee for Region 3 appointed seven creditors of
Reichhold Holdings US, Inc. to serve on the official committee of
unsecured creditors.
On April 1, 2015, the U.S. Trustee named three non-union retirees
of Debtors to serve as the official Non-Union Retiree Committee.
Each of the Retiree Committee members is receiving retiree welfare
benefits from one or more of the Debtors.
On April 2, 2015, Reichhold disclosed that the purchase of most of
the assets of the U.S. business was completed. This transaction,
approved by the Delaware Bankruptcy Court on January 12, 2015,
allows Reichhold's U.S. businesses to successfully emerge from
bankruptcy and re-join the rest of the global Reichhold
organization. Concurrent with this purchase, Reichhold completed a
debt-for-equity exchange with a group of investors led by Black
Diamond Capital Management LLC and including J.P. Morgan Investment
Management, Inc., Third Avenue Management LLC, and Simplon Partners
LP.
RELATIVITY MEDIA: Catfish Producers Block Assumption of Contracts
-----------------------------------------------------------------
James Rainey at Variety.com reports that attorneys for the
production company behind the hit MTV show Catfish have asked the
U.S. Bankruptcy Court for the Southern District of New York to deny
Relativity Media's motion to pass the contract for the show on to a
successful bidder for the Company without a payment of past due
production fees.
According to Variety.com, the Company has listed its proposed
"cure" amount for holding on to the "Catfish" deal as $0, the same
amount offered for many other executory contracts and unexpired
leases.
Variety.com quoted Andrew P. Lederman, Esq., the attorney for the
producers, as saying, "What we are asking for at this point is for
a reconciliation of the outstanding amounts due under the
agreements. For any contracts to be assumed by Relativity and
assigned over to a potential buyer there has to be this
reconciliation and an agreement on a cure amount."
"Catfish" producers, Variety.com states, claim that payments for
minimum guarantees, producer fees and other payments due at some
unspecified time after the TV show launched in 2012 remain
outstanding and the mini-studio has not provided the documentation
needed to determine how much is owed, the motion by the "Catfish"
producers. Catfish Picture Company owners claim in court documents
that they did not get all of the required quarterly reports from
the Company following the release of the 2010 documentary
"Catfish", which formed the basis for the TV show. The producer,
Variety.com adds, alleges that it "cannot accurately determine the
amounts it is owed" due to lack of documentation.
Variety.com relates that sources close to the Company say the only
amounts owed to the Catfish makers is manageable, that those bills
have accrued after the bankruptcy filing, that they expect the bill
to be paid once the sale is completed, and that production of the
show will continue uninterrupted.
Eriq Gardner, writing for The Hollywood Reporter, reports that
Danone Waters of America, Inc., is objecting to the assumption of
an executory contract by delivering word that it ended an agreement
days before the Company's bankruptcy filing. According to report,
Danone Waters argues that even if the agreement didn't terminate
before the bankruptcy, the contract can't be assumed, because the
Company is in breach with damages alleged to be more than $4.52
million.
The Company, David Lieberman at Deadline.com relates, said that it
privately reached an agreement with creditor Macquarie Investments
to re-word the terms governing handling of de minimis" assets.
As reported by the Troubled Company Reporter on Sept. 16, 2015,
Deadline.com reported that Macquarie Investments -- which claims
that it's owed nearly $32.9 million for loans it made to pay for
prints and advertising for three films: The Woman In Black 2: Angel
Of Death, The Lazarus Effect, and Beyond The Lights -- raised its
objection to the Company's plan to arrange a sale. Deadline.com
adds that the creditor found the sale plan "too vague".
About Relativity Fashion
Based in New York, Relativity Fashion LLC dba M3 Relativity --
http://relativitymedia.com/-- is a privately-held entertainment
company with an integrated and diversified global media platform
that provides, among other things, film and television financing,
production and distribution. Relativity was founded in 2004 by
Ryan Kavanaugh as a films late cofinancier partnering with major
studios such as Sony and Universal. In addition, the Company
engages in content production and distribution, including movies,
television, fashion, sports, digital and music.
The Company and its affiliates filed for Chapter 11 protection on
July 30, 2015 (Bankr. S.D. N.Y. Lead case No. 15-11989). Judge
Michael E. Wiles presides over the Debtors' Chapter 11 cases.
Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K.
Wolfe, Esq., at SHEPPARD MULLIN RICHTER & HAMPTON LLP, and Richard
L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq.,
at JONES DAY, represent the Debtors in the bankruptcy cases.
The Debtors reported total assets of $559.9 million, and total
debts: $1.1 billion as of Dec. 31, 2014.
RELATIVITY MEDIA: Court Nods to Undisclosed Payments for Producers
------------------------------------------------------------------
David Lieberman at Deadline.com reports that the Hon. Michael E.
Wiles of the U.S. Bankruptcy Court for the Southern District of New
York has agreed to Relativity Media's requests to make undisclosed
payments to TV producers Brian Lando, and The Jay and Tony Show run
by Jay Blumenfield and Tony Marsh.
According to Deadline.com, the Company wants to pay producers half
of an amount they're owed now, with the remainder will be paid
after Oct. 5, 2015, when the Court is expected to approve a sale
agreement.
Deadline.com quoted Craig Wolfe, Esq., the attorney for the
Company, as saying, "The big issue here that we've got to get
resolved is to be sure the producer continues to work on critical
projects." Citing Mr. Wolfe, the report adds that the amounts to
be paid to the Producers must remain secret due to "the extremely
sensitive, private nature" of the agreements "in a very competitive
market."
The report says that five other producers agreed to wait until
after a sale for their payments. A group of creditors known as
stalking horse bidders who have offered $250 million for the
Company also agreed to the terms of the agreement if it prevails in
an auction, the report states.
Deadline.com relates that the Court insisted on stricter terms for
the Company's contract hiring FTI Consulting to be its crisis and
turnaround manager -- with Brian Kushner serving as Chief
Restructuring Officer. According to the report, the Court said
that the agreement had to take out provisions that: (i) requires
the CRO to approve all expenditures, as the CRO should not have
"veto power over a board of directors"; and (ii) requires special
payments to FTI if any of its employees become officers of the
Company.
About Relativity Fashion
Based in New York, Relativity Fashion LLC dba M3 Relativity --
http://relativitymedia.com/-- is a privately-held entertainment
company with an integrated and diversified global media platform
that provides, among other things, film and television financing,
production and distribution. Relativity was founded in 2004 by
Ryan Kavanaugh as a films late cofinancier partnering with major
studios such as Sony and Universal. In addition, the Company
engages in content production and distribution, including movies,
television, fashion, sports, digital and music.
The Company and its affiliates filed for Chapter 11 protection on
July 30, 2015 (Bankr. S.D. N.Y. Lead case No. 15-11989). Judge
Michael E. Wiles presides over the Debtors' Chapter 11 cases.
Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K.
Wolfe, Esq., at SHEPPARD MULLIN RICHTER & HAMPTON LLP, and Richard
L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq.,
at JONES DAY, represent the Debtors in the bankruptcy cases.
The Debtors reported total assets of $559.9 million, and total
debts: $1.1 billion as of Dec. 31, 2014.
RETROPHIN INC: Amends Sublicense Agreement with Ligand
------------------------------------------------------
Retrophin, Inc., entered into an Amendment No. 4 to Sublicense
Agreement with Ligand Pharmaceuticals Incorporated pursuant to
which the Company and Ligand agreed to amend certain terms of the
Sublicense Agreement, dated Feb. 16, 2012.
Under the Sublicense Agreement, Ligand has granted the Company an
exclusive worldwide sublicense, with further sublicense rights, to
intellectual property rights related to Sparsentan and related
compounds. Sparsentan is an investigational therapeutic agent
which acts as both a potent angiotensin receptor blocker as well as
a selective endothelin receptor antagonist preferential for
receptor type A.
The Company is paying Ligand $1 million as consideration for
entering into the Amendment, partly in exchange for rights related
to potential expansion in the Asia Pacific region. The Amendment
also amends certain other non-financial terms of the Sublicense
Agreement. Under the Sublicense Agreement, as amended by the
Amendment, the escalating annual royalty obligation due to Ligand
between 15% and 17% of net sales of Sparsentan, or any products
containing related compounds, remains unchanged and the potential
milestone payments payable to Ligand are materially unchanged.
About Retrophin
Retrophin, Inc., develops, acquires and commercializes therapies
for the treatment of serious, catastrophic or rare diseases. The
Company offers Chenodal(R), a treatment for gallstones;
Vecamyl(R), a treatment for moderately severe to severe essential
hypertension and uncomplicated cases of malignant hypertension;
and Thiola, for the prevention of kidney stone formation in
patients with severe homozygous cystinuria.
Retrophin reported a net loss of $111 million in 2014 following a
net loss of $34.6 million in 2013.
As of June 30, 2015, the Company had $425.1 million in total
assets, $274.3 million in total liabilities and $150.7 million in
total stockholders' equity.
BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2014. The accounting firm noted that the Company has
suffered recurring losses from operations, used significant amounts
of cash in its operations, and expects continuing future losses.
In addition, at Dec. 31, 2014, the Company had deficiencies in
working capital and net assets of $70.2 million and $37.3 million,
respectively. Finally, while the Company was in compliance with
its debt covenants at Dec. 31, 2014, it expects to not be in
compliance with these covenants in 2015. These matters raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.
RITE AID: Reports Net Income of $21.5 Million for Second Quarter
----------------------------------------------------------------
Rite Aid Corporation reported net income of $21.5 million on $7.70
billion of revenue for the 13 weeks ended Aug. 29, 2015, compared
to net income of $128 million on $6.50 billion of revenue for the
13 weeks ended Aug. 30, 2014.
For the 26 weeks ended Aug. 29, 2015, the Company reported net
income of $40.3 million on $14.3 million of revenues compared to
net income of $169 million on $12.98 billion of revenues for the 26
weeks ended Aug. 30, 2014.
As of Aug. 29, 2015, the Company had $11.97 billion in total
assets, $11.6 billion in total liabilities and $430 million in
total stockholders' equity.
"The second quarter was pivotal for Rite Aid as we completed the
acquisition of EnvisionRx and worked as a team to accelerate our
transformation into a retail healthcare company," said Rite Aid
Chairman and CEO John Standley. "EnvisionRx made positive
contributions to our performance as our Pharmacy Services Segment
delivered results that were in line with our expectations. We will
continue to focus on key initiatives like wellness+ with Plenti,
flu immunizations and Wellness store remodels to drive performance
in our retail segment as we also leverage EnvisionRx's suite of
services to create unique and integrated offerings in the
healthcare marketplace."
Rite Aid has updated its fiscal 2016 guidance to reflect more
recent sales trends and additional expected amortization expense
from EnvisionRx. The midpoint of Adjusted EBITDA guidance remains
unchanged. Total revenues are expected to be between $30.8 billion
and $31.1 billion. Retail drugstore sales are expected to be
between $26.7 billion and $27.0 billion and same store sales to
range from an increase of 1.5 percent to an increase of 2.5 percent
over fiscal 2015. Adjusted EBITDA (which is reconciled to net
income on the attached table) guidance is expected to be between
$1.360 billion and $1.440 billion and net income is expected to be
between $125 million and $195 million or income per diluted share
of $0.12 to $0.19. Capital expenditures are expected to be
approximately $665 million.
A full-text copy of the press release is available for free at:
http://is.gd/CLcQ4S
About Rite Aid Corp.
Rite Aid is a drugstore chain with 4,570 stores in 31 states and
the District of Columbia.
The Company disclosed in its annual report for the year ended
Feb. 28, 2015, that it is highly leveraged. Its substantial
indebtedness could limit cash flow available for its operations and
could adversely affect its ability to service debt or obtain
additional financing if necessary.
* * *
In March 2015, Moody's Investor Service confirmed its 'B2'
Corporate Family Rating of Rite Aid. The confirmation reflects
Moody's expectation that Rite Aid will maintain debt to EBITDA
below 7.0 times after closing the acquisition of Envision
Pharmaceutical Holdings, Inc.
As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings
Services said it raised its ratings on Rite Aid, including the
corporate credit rating, which S&P raised to 'B' from 'B-'.
In April 2014, Fitch Ratings upgraded its ratings on Rite Aid,
including its Issuer Default Rating to 'B' from 'B-'. The upgrades
reflect the material improvement in the company's operating
performance, credit metrics and liquidity profile over the past 24
months.
SAMSON INVESTMENT: Moody's Cuts Probability of Default Rating to D
------------------------------------------------------------------
Moody's Investors Service (Moody's) downgraded Samson Investment
Company's Probability of Default Rating (PDR) to D-PD from Ca-PD
following the company's announcement that it had filed voluntary,
pre-arranged petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Delaware. Moody's will withdraw all ratings for the
company in the near future. Samson Investment Company is the
principal operating subsidiary of Samson Resources Corporation,
also included in the Chapter 11 filing
Downgrades:
Issuer: Samson Investment Company
Probability of Default Rating, Downgraded to D-PD from Ca-PD
Ratings and outlook to be withdrawn in the near future:
Issuer: Samson Investment Company
Corporate Family Rating, at Ca
Speculative Grade Liquidity Rating, at SGL-4
Senior Unsecured notes due 2020, at C (LGD 5)
Senior Secured Bank Credit Facility due 2018, at Ca (LGD 3)
Outlook, Negative
RATINGS RATIONALE
A bankruptcy filing by Samson has resulted in its PDR being changed
to D-PD. No action has been taken on any of the other ratings since
the rating action taken on August 17, 2015 already incorporated the
company's limited default, bankruptcy filing plans, and Moody's
view on the potential recoveries for each security. Shortly
following this rating action, Moody's will withdraw Samson's
ratings (refer to Moody's rating withdrawal policy on moodys.com).
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011. Please see the Credit Policy page on www.moodys.com
for a copy of these methodologies.
Samson Resources Corporation is a privately owned independent
exploration and production company headquartered in Tulsa,
Oklahoma. Samson was acquired in December 2011 by a Kohlberg Kravis
Roberts & Co. L.P. (KKR)-led investor group for $7.2 billion.
SAMSON RESOURCES: Cerberus et al. to Provide $450MM New Capital
---------------------------------------------------------------
Samson Resources Corporation, et al., have obtained commitment from
Anschutz Investment Company, Cerberus Institutional Partners V,
L.P., Cerberus International II Master Fund, L.P., Cerberus
Partners II, L.P., Columbia Management Investment Advisers, LLC,
Credit Suisse Loan Funding LLC, Eaton Vance Management/Boston
Management and Research, Invesco Senior Secured Management, Inc.,
NYL Investors LLC and SPCP Group, LLC to backstop a new money
investment in the minimum amount of $450 million.
The new money investment will be raised pursuant to a debt and
equity rights offering to be made available to all second lien
lenders.
"The new money investment is the cornerstone for a restructuring
that will deleverage Samson's balance sheet by more than $3 billion
and provide the resources necessary for Samson to emerge as a
stronger enterprise on a path to profitability," says Domenic E.
Pacitti, Esq. at Klehr Harrison Harvey Branzburgh LLP, counsel to
the Debtors. "Obtaining Court approval of the Backstop Commitment
Agreement, and authorization to satisfy the obligations thereunder,
is critical to the Debtors' restructuring and the lenders'
agreement to backstop the recapitalization of the company," he
adds.
The backstop parties collectively hold approximately 53.5% of the
outstanding second lien loans. Following the execution of the
Restructuring Support Agreement in August, additional second lien
lenders, holding approximately 15.3% of the outstanding second lien
loans, have consented to, and agreed to support, the restructuring
transaction.
According to Mr. Pacitti, the Backstop Commitment Agreement enables
the Debtors to move expeditiously to confirm and consummate the
Plan by ensuring that the New Money Investment will be fully
funded. The New Money Investment and the Backstop Commitment
Agreement are critical components of the overall deal struck
between the Debtors, the Backstop Parties, and the Consenting
Lenders and are essential to ensure a successful restructuring and
viable business going forward, he maintains.
The Backstop Commitment Agreement
Pursuant to the Rights Offering, the Debtors will raise a new money
investment of no less than $450 million, consisting of a minimum of
$325 million in New Common Stock and a maximum of $125 million of
new second lien debt. If Samson's pro forma liquidity is projected
to be less than $350 million as of the Effective Date, the new
money investment will be increased to $485 million. The aggregate
new money investment will be used, among other things, to
facilitate the paydown of the First Lien Facility and provide
working capital to fund operations upon emergence.
Pursuant to the Backstop Commitment Agreement, to the extent the
Rights Offering is undersubscribed, the Debt Backstop Parties will
fund up to $36,750,000 of New Debt (subject to the aggregate $125
million maximum amount of the New Debt), and the Equity
Backstop Parties will purchase New Common Stock in an aggregate
amount necessary to ensure that the Debtors receive the full amount
of the New Money Investment.
In connection with entry into the Backstop Commitment Agreement,
the Debtors are seeking approval of the following terms:
* Equity Grant: an amount equal to $45,000,000 of New Common
Stock will be issued at a 20% discount to Plan Enterprise
Value, of which $43,713,750 will be distributed to the Equity
Backstop Parties, and $1,286,250 will be distributed to the
Debt Backstop Parties;
* Backstop Holdback Equity: in connection with the Rights
Offering, New Common Stock in an amount equal to 22.5% of the
New Money Investment will be offered solely to the Equity
Backstop Parties which agree to purchase those shares; and
* Transaction Fee: a $10,000,000 cash transaction fee will be
paid to the Backstop Parties at closing.
The Backstop Commitment Agreement further provides that Debtors
will reimburse the Backstop Parties for their reasonable and
documented costs, fees, and expenses incurred in connection with
the consummation of the Restructuring Transaction.
Additionally, subject to approval by the Court, the Company's
obligation to sell the Backstop Holdback Equity to the Equity
Backstop Parties will be non-avoidable upon entry of the Backstop
Order, subject to the occurrence of the Effective Date.
In addition, the Backstop Commitment Agreement provides that if the
Debtors enter into an alternative proposal, the Backstop Parties
will be deemed to have earned a cash fee in the amount of
$10,000,000, payable as an allowed administrative claim. The Break
Up Fee will be paid to and allocated among the Backstop Parties in
accordance with the terms of the Restructuring Support Agreement.
The Backstop Commitment Agreement also provides for certain
indemnifications and limitations on remedies that are integral to
the Agreement and the Plan.
The Backstop Parties' obligations under the Backstop Commitment
Agreement are conditioned upon, among other things, the occurrence
of certain case milestones. These milestones are:
* the Debtors' request that the Court schedule a hearing on
this motion and the Disclosure Statement Motion as soon as
possible after the Petition Date, but no later than Oct. 15,
2015;
* the Court's entry of the Backstop Order and the Disclosure
Statement Order by no later than Oct. 15, 2015;
* the Court's confirmation of either (A) an Acceptable Plan or
(B) a joint plan of reorganization for the Company that (x)
implements a transaction with the Backstop Parties containing
the economic terms for the Backstop Parties on which the
Backstop Parties committed and is otherwise consistent with
the Restructuring Support Agreement in all material respects
or (y) has been accepted by more than one half in number of
the Second Lien Lenders voting on such plan, which accepting
Second Lien Lenders collectively hold at least two-thirds in
amount of the Second Lien Loans; and
* the occurrence of the Effective Date by Dec. 15, 2015,
(provided, however, that such date may be extended by mutual
agreement of the Company and the Required Backstop Parties to
a date not later than Jan. 15, 2016).
Accordingly, the Debtors seek the Bankruptcy Court's permission to
enter into the Backstop Commitment Agreement, a copy of which is
available for free at:
http://bankrupt.com/misc/19__SAMSON_Backstop.pdf
About Samson Resources
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015.
Philip W. Cook signed the petition as executive vice president and
chief financial officer. The Debtors estimated assets and
liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker. Garden City Group, LLC serves as claims and noticing agent
to the Debtors.
SAMSON RESOURCES: Chapter 11 Filing to Facilitate Restructuring
---------------------------------------------------------------
Samson Resources on Sept. 16 disclosed that, after gaining support
for its proposed restructuring plan from more than 68 percent of
its second lien lenders, it has taken the next step in implementing
its previously announced financial restructuring by beginning a
voluntary, pre-arranged process under Chapter 11 of the United
States Bankruptcy Code. The proposed restructuring contemplates a
significant deleveraging of the business and will provide the
Company with at least $450 million of new capital.
"The steps we are taking will allow our Company to maximize future
opportunities and compete more effectively with significantly less
debt on our balance sheet," said Randy Limbacher, Chief Executive
Officer of Samson Resources. "We are confident the successful
restructuring will have long-term benefits for our employees,
vendors and business partners and are committed to upholding our
commitments to these stakeholders as we work to achieve our
financial goals. We fully expect to operate our business as usual
throughout this process and to emerge as a financially stronger
company."
In conjunction with the petitions filed on September 16, 2015, in
the United States Bankruptcy Court for the District of Delaware,
Samson Resources filed a series of motions that, pending Court
approval, will allow the Company to operate its business in the
ordinary course throughout the Chapter 11 process. The first day
motions will allow the Company to continue producing oil and gas
from its existing operations, pay employee wages, honor existing
employee benefit programs and pay royalties to mineral owners under
the current terms of these agreements.
The Company has also filed a motion seeking authority to pay
operating expenses associated with production activities, joint
interest billings for non-operated properties, marketing expenses,
shipping and storage costs, payments for any goods delivered to the
Company within 20 days prior to the filing and payments for goods
ordered prior to the filing but not yet delivered.
As outlined in the Restructuring Support Agreement ("RSA") dated
August 14, 2015, Samson has obtained a commitment from second lien
lenders, including Silver Point, Cerberus and Anschutz, to provide
at least $450 million of new capital to increase liquidity
post-reorganization and permanently pay down existing first lien
debt. This investment may be increased under certain circumstances
to $485 million to further bolster liquidity.
As part of the restructuring and recapitalization, Samson
Resources' second lien lenders, together with the second lien
lenders that are backstopping the equity rights offering, will own
substantially all of the equity in the reorganized Company and all
second lien lenders will have the right to participate in the new
money investment. The RSA contemplates a hearing to consider
confirmation of the Company's Plan of Reorganization by December 1,
2015.
Samson Resources has engaged Blackstone Advisory Partners L.P. and
Alvarez & Marsal North America, LLC as its restructuring advisors.
The Company is represented by Kirkland & Ellis LLP.
About Samson Resources
Samson Resources is a privately held onshore oil and gas
exploration and production company with headquarters in Tulsa,
Oklahoma and operations primarily located in Colorado, Louisiana,
North Dakota, Oklahoma, Texas and Wyoming. The Company operates,
or has royalty or working interests in, approximately 8,700 oil and
gas production sites.
SAMSON RESOURCES: Court Approves Garden City as Claims Agent
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order authorizing Samson Resources Corporation, et al., to retain
Garden City Group as claims and noticing agent effective nunc pro
tunc to the Petition Date.
The Court directed Garden City Group to perform noticing services
and receive, maintain, record, and administer the proofs of claim
filed in the Debtors' Chapter 11 cases.
Garden City Group will serve as the custodian of court records and
will be designated as the authorized repository for all proofs of
claim and is directed to maintain official claims registers for
each of the Debtors and to provide the Clerk with a certified
duplicate upon request.
The Debtors are authorized to pay Garden City Group in accordance
with the terms of the Engagement Agreement upon the receipt of
reasonably detailed invoices setting forth the services the firm
provided and the rates charged for each, and to reimburse Garden
City Group for all reasonable and necessary expenses it may incur,
without the need for Garden City Group to file fee applications.
Pursuant to Section 503(b)(1)(A) of the Bankruptcy Code, the fees
and expenses of Garden City Group will be administrative expense of
the Debtors' estates.
The Court held that Garden City Group may apply its retainer to all
prepetition invoices.
The Court Order also provides that the Debtors are authorized to
indemnify Garden City Group under the terms of the Engagement
Agreement, provided that the firm will not be entitled to
indemnification, contribution, or reimbursement for services other
the services provided under the Engagement Agreement, unless those
services and the indemnification, contribution, or reimbursement
are approved by the Court.
About Samson Resources
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16,
2015. Philip W. Cook signed the petition as executive vice
president and chief financial officer. The Debtors estimated
assets and liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker. Garden City Group, LLC serves as claims and noticing agent
to the Debtors.
SAMSON RESOURCES: Court Orders Joint Administration of Cases
------------------------------------------------------------
Samson Resources Corporation and eight of its affiliates sought and
obtained an order from the Bankruptcy Court consolidating, for
procedural purposes, their Chapter 11 cases under Case No.
15-11934.
The Debtors are authorized to maintain, and the Clerk of the United
States Bankruptcy Court for the District of Delaware will keep, one
consolidated docket, one file, and one consolidated service list
for the Chapter 11 cases.
"Given the integrated nature of the Debtors' operations, joint
administration of these chapter 11 cases will provide significant
administrative convenience without harming the substantive rights
of any party in interest," Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP, told the Court.
The Debtors expect that joint administration of their Chapter 11
cases will reduce fees and costs by avoiding duplicative filings
and objections and allow the Office of the United States Trustee
for the District of Delaware and all parties-in-interest to monitor
their cases with greater ease and efficiency.
About Samson
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16,
2015. Philip W. Cook signed the petition as executive vice
president and chief financial officer. On the Petition Date, the
Debtors estimated assets and liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker. Garden City Group, LLC serves as claims and noticing agent
to the Debtors.
SAMSON RESOURCES: Court Orders Joint Administration of Cases
------------------------------------------------------------
The Bankruptcy Court consolidated, for procedural purposes only,
the Chapter 11 cases of Samson Resources Corporation, Geodyne
Resources, Inc., Samson Contour Energy Co., Samson Contour Energy
E&P, LLC, Samson Holdings, Inc., Samson-International, Ltd., Samson
Investment Company, Samson Lone Star, LLC, and Samson Resources
Company, and will jointly administer their cases under Case No.
15-11934.
The Debtors are directed to maintain, and the Clerk of the United
States Bankruptcy Court for the District of Delaware is directed to
keep, one consolidated docket, one file, and one consolidated
service list for the Chapter 11 cases.
About Samson Resources
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16,
2015. Philip W. Cook signed the petition as executive vice
president and chief financial officer. The Debtors estimated
assets and liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker. Garden City Group, LLC serves as claims and noticing agent
to the Debtors.
SAMSON RESOURCES: Has Approval to Use Lenders' Cash Collateral
--------------------------------------------------------------
Peter Hall at Bankruptcy Law360 reported that Samson Resources
Corp. won a Delaware bankruptcy judge's blessing on Sept. 18, 2015,
to tap cash collateral to continue operations as it embarks on
Chapter 11 restructuring to shed nearly three quarters of its $4.2
billion debt. U.S. Bankruptcy Judge Christopher S. Sontchi said he
would enter an order allowing the Company access to up to $485
million in cash with the consent of a majority of its second-lien
lenders. Judge Sontchi initially refused to consider the cash
collateral motion.
Samson Resources sought the Bankruptcy Court's permission to use
cash collateral for working capital, general corporate purposes,
administrative costs and expenses of their Chapter 11 cases and
adequate protection payments to the prepetition secured parties.
"The Debtors' access to cash collateral is critical to effectuate
this restructuring," Domenic E. Pacitti, Esq. at Klehr Harrison
Harvey Branzburgh LLP, counsel to the Debtors, tells the Court.
"Without access to cash collateral, the Debtors would be incapable
of operating their businesses and these estates would be
immediately and irreparably harmed," he adds.
The consensual use of cash collateral will terminate on Jan. 15,
2015, the date by which the Debtors expect to confirm and
consummate the plan. As part of the consensual arrangement, the
Debtors have agreed to provide the first lien and the second lien
secured parties with an adequate protection package that includes
replacement liens, superpriority administrative claims, certain
payments, and budget and reporting requirements.
Debtor Samson Investment Company maintains a reserve-based
revolving credit facility with a borrowing base of approximately
$950 million under a credit agreement, dated as of Dec. 21, 2011,
by and between Samson, as borrower, JPMorgan Chase Bank, N.A., as
administrative and collateral agent, and the lenders and other
secured parties. The First Lien Credit Agreement provides for a
total lending commitments of $2.25 billion, subject to a borrowing
base that may be adjusted by the agent and lenders based on the
value of the Debtors' oil and gas reserves. The First Lien Credit
facility bears interest at a floating rate; for the six months
ended June 30, 2015, the weighted average interest rate was 3.5
percent. The first lien credit facility matures in 2016.
Samson is the borrower under a second lien term loan credit
agreement, dated as of Sept. 25, 2012, with Deutsche Bank Trust
Company Americas, as successor administrative and collateral agent,
and the lenders. The Second Lien Credit Agreement provides the
Debtors with a term loan of approximately $1 billion and matures in
2018. It bears interest at a floating rate; for the three months
ended March 31, 2015, the weighted average of the interest was 5
percent.
Samsons's obligations under Credit Agreements are guaranteed by all
of the other Debtors.
A significant portion of the Prepetition Collateral includes oil
and gas properties and related assets on which the Prepetition
Secured Parties have liens, including the oil and gas extracted by
the Debtors from those properties and the proceeds generated from
the sales thereof.
"The Debtors' business model is predicated upon their ability to
exploit their oil and gas assets, bring them to market, and utilize
the proceeds in their business operations. Thus, the orderly
continuation of the Debtors' operations and the preservation of
their going concern value is largely dependent upon their ability
to regularly [convert] the Prepetition Collateral in to Cash
Collateral and use it in their operations," Mr. Pacitti asserts.
The Debtors have formulated a 13-week cash flow budget for the use
of Cash Collateral during the interim period. A copy of the
Interim Budged filed together with the Motion is available for free
at http://bankrupt.com/misc/22_SAMSON_Collateral.pdf
About Samson Resources
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16,
2015. Philip W. Cook signed the petition as executive vice
president and chief financial officer. The Debtors estimated
assets and liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker. Garden City Group, LLC serves as claims and noticing agent
to the Debtors.
SAMSON RESOURCES: Hires Garden City as Claims & Noticing Agent
--------------------------------------------------------------
Samson Resources Corporation and its debtor-affiliates seek the
Bankruptcy Court's authority to engage Garden City Group LLC as
claims and noticing agent, nunc pro tunc to the Petition Date.
Garden City Group will serve as the custodian of court records and
will be designated as the authorized repository for all proofs of
claim filed in the Chapter 11 cases. It will also maintain
official claims registers for each of the Debtors.
The Debtors assert that by appointing Garden City Group, the
distribution of notices and the processing of claims will be
expedited, and the Office of the Clerk of the Bankruptcy Court will
be relieved of the administrative burden of processing what may be
an overwhelming number of claims.
The firm's current hourly billing rates are:
Standard
Title Hourly Rates
----- ------------
Administrative, Mailroom and Claims Control $45-$55
Project Administrators $70-$85
Project Supervisors $95-$110
Graphic Support & Technology Staff $100-$200
Project Managers and Senior Project Managers $125-$175
Directors and Asst. Vice Presidents $200-$295
Vice Presidents and above $295
The Debtors request that the undisputed fees and expenses incurred
by Garden City Group be treated as administrative expenses of their
Chapter 11 estates and be paid in the ordinary course of business
without further application to or order of the Court.
Garden City Group agrees to maintain records of all services
showing dates, categories of services, fees charged, and expenses
incurred, and to serve monthly invoices on the Debtors, the office
of the United States Trustee, counsel for the Debtors, counsel for
any official committee monitoring the expenses of the Debtors, and
any party-in-interest who specifically requests service of the
monthly invoices.
If any dispute arises relating to the Engagement Agreement or
monthly invoices, the parties propose to meet and confer in an
attempt to resolve the dispute; if resolution is not achieved, the
parties may seek resolution of the matter from the Court.
Prior to the Petition Date, the Debtors provided Garden City Group
a retainer of $45,000.
The Debtors have agreed to certain indemnification agreement with
Garden City Group.
Angela Ferrante, vice president of Garden City Group, tells the
Court that she has been advised that Alison Miller, a senior
consultant at Garden City Group, is an attorney who was formerly
associated with the Debtors' bankruptcy counsel, Kirkland & Ellis
LLP. Ms. Miller was an attorney at Kirkland from September 2007
through February 2011. According to Ms. Ferrante, while associated
with Kirkland, Ms. Miller did not work on any matters involving the
Debtors. In fact, she says, Ms. Miller was no longer associated
with Kirkland when the Debtors' Chapter 11 cases were filed.
Ms. Ferrante attests to the Court that Garden City Group neither
holds nor represents any interest materially adverse to the
Debtors' estates in connection with any matter on which it would be
employed and that it is a "disinterested person," as defined in
section 101(14) of the Bankruptcy Code.
By separate application, the Debtors intends to seek authorization
to retain Garden City Group as administrative advisor.
About Samson Resources
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16,
2015. Philip W. Cook signed the petition as executive vice
president and chief financial officer. The Debtors estimated
assets and liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker. Garden City Group, LLC serves as claims and noticing agent
to the Debtors.
SAMSON RESOURCES: Noteholders Seek Denial of First Day Pleadings
----------------------------------------------------------------
An ad hoc group of holders of approximately 50 percent of the $2.25
billion aggregate principal amount of 9.75% senior notes due 2020
issued by Samson Investment Company asks the Bankruptcy Court to
deny approval of certain first day pleadings of Samson Resources
Corporation, et al., pending investigation of numerous issues
surrounding the leverage buyout transaction of Samson Investment in
December 2011.
These issues include:
(i) the circumstances surrounding the LBO and the steep and
fast decline in the Debtors' value thereafter;
(ii) any claims to avoid any improper transactions that diverted
assets or value away from the Debtors;
(iii) the extent, validity, and potential avoidance of the liens
under the RBL Facility;
(iv) the significant fees paid to the sponsors in connection
with the LBO;
(v) the amounts received by the pre-LBO equity holders of
Samson Investment;
(vi) the circumstances surrounding the liens and guaranties
granted under the Second Lien Term Loan;
(vii) the extent, validity, and potential avoidance of the liens
under the Second Lien Term Loan; and
(viii) the circumstances surrounding the RSA, the Plan, and the
releases granted therein.
The Ad Hoc Group is contemporaneously serving requests for document
production and deposition notices in order to begin the
investigation of these issues promptly.
According to the Ad Hoc Group, an investigation into these
Outcome-Determinative Issues is necessary in order to determine
whether there was any intent on the part of the Debtors to hinder,
delay, or defraud creditors.
"There is a strong possibility that the value of Samson at the time
of the LBO was materially lower than the debt incurred in
connection with the LBO," asserts Joseph J. Farnan, Jr., Esq., at
Farnan LLP, an attorney to the Ad Hoc Group. The Noteholders
suspect that Samson may have been rendered insolvent by the LBO and
the Debtors may not have received reasonably equivalent value for
the security interests granted to the first lien lenders.
The Ad Hoc Group relates the plan of reorganization essentially
wipes out holders of Senior Notes as well as other unsecured
claims. On the contrary, the Ad Hoc Group maintains, the Plan
provides the First Lien Lenders with a $300 million cash payment
and reinstates the remainder of their debt and gives holders of the
Second Lien Term Loan virtually all of the equity in the
reorganized company despite their being wholly unsecured and thus
pari passu with the Senior Notes, and grant broad releases to the
First Lien Lenders, the Second Lien Lenders, the Sponsors, and the
Debtors' pre-LBO shareholders and post-LBO directors and officers.
Moreover, the Ad Hoc Group avers the accelerated timetable proposed
by the Debtors as set forth in the Restructuring Support Agreement
and certain of the First Day Pleadings not only is devoid of any
justification, but also raises a number of red flags.
"The only explanation for the rush to the exit that makes sense is
that the Debtors seek to forestall any meaningful investigation
into the circumstances surrounding the flawed LBO," avers Mr.
Farnan. "There simply is no legitimate reason for the Debtors to
be rushing to, among other things, commence a plan solicitation
process six weeks from now and confirm the Plan one month
thereafter on December 1, 2015," Mr. Farnan tells the Court.
According to the Ad Hoc Group, the Plan and cash collateral motion
are based on flawed valuations. The Ad Hoc Group says a reasonable
set of assumptions exists that suggests that the value of the
collateral securing the RBL Facility could be significantly less
than the amount of the First Lien Lenders' claims as of the
Petition Date.
The Ad Hoc Group also asks the Court to deny the Backstop Agreement
Motion at this time.
On Nov. 23, 2011, Kohlberg Kravis Roberts & Co. L.P. and a group of
investors, including Crestview Partners, ITOCHU Corporation, and
Natural Gas Partners agreed to acquire Samson Investment Company
from the Charles Schustermans for approximately $7.2 billion,
excluding fees and expenses. The investor group provided
approximately $4.1 billion in equity investments as part of the
purchase price. The transaction closed in December 2011.
Samson maintains a reserve-based revolving credit facility with a
borrowing base of approximately $942 million under the Credit
Agreement dated Dec. 21, 2011 (as amended, the "First Lien Credit
Agreement"), with JP Morgan Chase Bank, N.A. serving as
agent, and the lenders party thereto.
On September 25, 2012, Samson entered into a second lien term loan
credit agreement dated Sept. 25, 2012, by and among Debtor Samson
Investment Company, as borrower, Deutsche Bank Trust Company
Americas, as successor administrative and collateral agent, and the
lenders. The principal amount of term loans under the Second Lien
Credit Agreement is $1.0 billion and matures in 2018.
On Feb. 8, 2012, Samson issued $2.25 billion in principal amount of
9.75% senior unsecured notes under the Indenture dated Feb. 8,
2012, by and among Samson Investment Company, as issuer, the other
Debtors, as guarantors, and Wells Fargo Bank, National Association,
as trustee. Proceeds from the issuance of senior unsecured notes
were used to repay borrowings under a bridge facility associated
with the 2011 buyout.
A full-text copy of the 37-page Response is available for free at:
http://bankrupt.com/misc/56_SAMSON_AdHoc_Response.pdf
Attorneys for the Ad Hoc Group of Senior Noteholders:
Joseph J. Farnan, Jr., Esq.
Joseph J. Farnan, III, Esq.
Michael J. Farnan, Esq.
FARNAN LLP
919 North Market St., 12 th Floor
Wilmington, DE 19801
Tel: (302) 777-0300
Fax: (302) 777-0301
E-mail: farnan@farnanlaw.com
jjfarnan@farnanlaw.com
mfarnan@farnanlaw.com
- and -
Thomas E Lauria, Esq.
WHITE & CASE LLP
Southeast Financial Center, Suite 4900
200 South Biscayne Blvd.
Miami, FL 33131
Tel: (305) 371-2700
Fax: (305) 358-5744
E-mail: tlauria@whitecase.com
Glenn M. Kurtz, Esq.
Christopher Shore, Esq.
WHITE & CASE LLP
1155 Avenue of the Americas
New York, NY 10036
Tel: (212) 819-8200
Fax: (212) 354-8113
E-mail: gkurtz@whitecase.com
cshore@whitecase.com
About Samson Resources
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16,
2015. Philip W. Cook signed the petition as executive vice
president and chief financial officer. The Debtors estimated
assets and liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker. Garden City Group, LLC serves as claims and noticing agent
to the Debtors.
SAMSON RESOURCES: Proposes October 30 as Claims Bar Date
--------------------------------------------------------
Samson Resources Corporation and its debtor affiliates ask the
Bankruptcy Court to establish Oct. 30, 2015, as the deadline for
each creditors to file proofs of claim based on prepetition claims,
including requests for payment under Section 503(b)(9) of the
Bankruptcy Code against any Debtor. Solely as to governmental
units, the Debtors propose March 14, 2016, as the claims bar date.
Each proof of claim must be filed, including supporting
documentation, by U.S. Mail or other hand delivery system, so as to
be actually received by GCG on or before the General Bar Date or
the Governmental Bar Date at the following address:
If sent via first class mail to:
Samson Resources Corporation
c/o GCG
PO Box 10238
Dublin, OH 43017-5738
If sent via hand delivery or overnight mail to:
Samson Resources Corporation
c/o GCG
5151 Blazer Parkway, Suite A
Dublin, OH 43017
Proofs of claim submitted by facsimile electronic mails will not be
accepted.
Pursuant to Bankruptcy Rule 3003(c)(2), the Debtors propose that
any entity who is required, but fails, to file a proof of claim in
accordance with the Bar Date Order on or before the applicable Bar
Date will be forever barred, estopped, and enjoined from asserting
such claim against the Debtors and the Debtors and their property
will be forever discharged from any and all indebtedness or
liability with respect to or arising from such claim -- including
with respect to claims asserting priority pursuant to section
503(b)(9) of the Bankruptcy Code.
Moreover, that creditor will be prohibited from voting to accept or
reject any plan of reorganization filed in their Chapter 11 cases,
participating in any distribution in their Chapter 11 cases on
account of that claim, or receiving further notices regarding that
claim.
About Samson Resources
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16,
2015. Philip W. Cook signed the petition as executive vice
president and chief financial officer. The Debtors estimated
assets and liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker. Garden City Group, LLC serves as claims and noticing agent
to the Debtors.
SAMSON RESOURCES: Proposes Procedures to Preserve NOLs
------------------------------------------------------
Samson Resources Corporation and its debtor-affiliates ask the
Bankruptcy Court to approve proposed procedures by which they will
monitor, and, if necessary, object to, certain transfers of common
stock or preferred stock and declarations of worthlessness with
respect to Common Stock and Preferred Stock to ensure preservation
of net operating losses.
A company generates net operating losses if the expenses it has
incurred exceed the revenues it has earned during a single tax
year. A company may apply, or "carry forward," NOLs to reduce
future tax payments in a tax year or years up to 20 years after the
year in which the NOLs were generated (subject to certain
conditions).
As of Dec. 31, 2014, the Debtors estimate that they have NOLs in
the amount of approximately $1.4 billion. The Debtors maintain the
value of the NOLs will inure to the benefit of all of their
stakeholders.
Section 382 of the IRC limits the amount of taxable income that can
be offset by a corporation's NOLs in taxable years following an
ownership change. Generally, an "ownership change" occurs if the
percentage (by value) of the stock of a corporation owned by one or
more 5% shareholders has increased by more than 50 percentage
points over the lowest percentage of stock owned by such
shareholders at any time during the three-year testing period
ending on the date of the ownership change.
"Thus, certain transfers of Common Stock and Preferred Stock
effected before the effective date of the Debtors' emergence from
chapter 11 protection may trigger an "ownership change" for IRC
purposes, severely endangering the Debtors' ability to utilize the
NOLs and causing substantial damage to the Debtors' estates," says
Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg LLP.
* Procedures for Transfers of Common Stock or Preferred Stock
(a) Any entity who currently is or becomes a Substantial
Shareholder must file with the Court, and serve upon (i)
the Debtors, Two West Second Street, Tulsa, Oklahoma 74103,
Attn: Andrew Kidd; (ii) proposed counsel to the Debtors,
Kirkland & Ellis LLP, 601 Lexington Avenue, New York,
New York 10022, Attn: Joshua A. Sussberg, P.C. and Ryan J.
Dattilo and Kirkland & Ellis LLP, 300 North LaSalle Street,
Chicago, Illinois 60654, Attn: Brad Weiland; (iii) proposed
co-counsel to the Debtors, Klehr Harrison Harvey Branzburg
LLP, 919 N. Market Street, Suite 1000, Wilmington, Delaware
19801, Attn: Domenic E. Pacitti; (iv) the Office of the
United States Trustee for the District of Delaware, Caleb
Boggs Federal Building, 844 King Street, Suite 2207,
Lockbox 35, Wilmington, Delaware 19801, Attn: Tiiara Patton
and David Buchbinder; (v) the official committee of
unsecured creditors (if any) appointed in these chapter 11
cases and their counsel; (vi) counsel to the administrative
agent for the Debtors' first lien revolving credit
facility, Mayer Brown LLP, 71 S. Wacker Drive, Chicago,
Illinois 60606, Attn: Sean T. Scott; (vii) counsel to the
Debtors' prepetition shareholders, Milbank Tweed Hadley &
McCloy LLP, 28 Liberty Street, New York, New York 10005,
Attn: Dennis F. Dunne and Lauren C. Doyle; (viii) counsel
to the administrative agent for the Debtors' second lien
term loan, Willkie Farr & Gallagher LLP, 787 Seventh
Avenue, New York, New York 10019, Attn: Margot B.
Schonholtz and Ana Alfonso; (ix) holders of the existing
preferred stock of the Debtors, P.O. Box 699 Tulsa, OK
74101, Stacy Schusterman; (x) counsel to holders of the
existing preferred stock of the Debtors, Jones Day LLP,
2727 North Harwood Street, Dallas, Texas 75201, Attn: R.
Scott Cohen; and (xi) to the extent not listed herein,
those parties requesting notice pursuant to Bankruptcy Rule
2002, a declaration of such status, on or before the
later of (A) 30 calendar days after the date of the Notice
of Interim Order, or (B) 10 calendar days after becoming a
Substantial Shareholder.
(b) Prior to effectuating any transfer of Beneficial Ownership
of Common Stock or Preferred Stock that would result in an
increase in the amount of Common Stock or Preferred Stock
of which a Substantial Shareholder has Beneficial Ownership
or would result in an entity or individual becoming a
Substantial Shareholder, such Substantial Shareholder or
potential Substantial Shareholder must file with the Court,
and serve upon the Notice Parties, an advance written
declaration of the intended transfer of Common Stock or
Preferred Stock.
(c) Prior to effectuating any transfer of Beneficial Ownership
of Common Stock or Preferred Stock that would result in a
decrease in the amount of Common Stock or Preferred Stock
of which a Substantial Shareholder has Beneficial Ownership
or would result in an entity or individual ceasing to
be a Substantial Shareholder (as to either Common Stock or
Preferred Stock, or both), such Substantial Shareholder
must file with the Court, and serve upon the Notice
Parties, an advance written declaration of the intended
transfer of Common Stock or Preferred Stock.
(d) The Debtors will have 15 calendar days after receipt of a
Declaration of Proposed Transfer to file with the Court and
serve on such Substantial Shareholder or potential
Substantial Shareholder an objection to any proposed
transfer of Beneficial Ownership of Common Stock or
Preferred Stock described in the Declaration of Proposed
Transfer on the grounds that such transfer might adversely
affect the Debtors' ability to utilize their NOLs. If the
Debtors file an objection, such transaction will remain
ineffective unless such objection is withdrawn by the
Debtors or such transaction is approved by a final and
nonappealable order of the Court. If the Debtors do not
object within such 15-day period, such transaction can
proceed solely as set forth in the Declaration of Proposed
Transfer. Further transactions within the scope of this
paragraph must be the subject of additional notices in
accordance with the procedures set forth herein, with an
additional 15-day waiting period for each Declaration of
Proposed Transfer.
(e) For purposes of the Procedures: (i) a "Substantial
Shareholder" is any entity or individual that has
Beneficial Ownership of at least 28,539,000 shares of
Common Stock (representing approximately 4.5% of all issued
and outstanding shares of Common Stock) and any entity or
individual that has Beneficial Ownership of at least 8,100
shares of Preferred Stock (representing approximately 4.5%
of all issued and outstanding shares of Preferred Stock);
(ii) "Beneficial Ownership" will be determined in
accordance with the applicable rules of section 382 of the
Internal Revenue Code and the Treasury Regulations
thereunder and includes direct and indirect ownership,
ownership by such holder's family members and entities
acting in concert with such holder to make a coordinated
acquisition of equity securities, and ownership of equity
securities that such holder has an Option to acquire; and
(iii) an "Option" to acquire stock includes any contingent
purchase, warrant, convertible debt, put, call, stock
subject to risk of forfeiture, contract to acquire stock,
or similar interest, regardless of whether such interest is
contingent or otherwise not currently exercisable.
* Procedures for Deductions of Worthlessness of the Common Stock
or Preferred Stock
(a) Any person or entity that currently is or becomes a 50%
Shareholder must file with the Court, and serve the Notice
Parties, a notice of such status, on or before the later of
(i) 30 calendar days after the date of the Notice of Interim
Order and (ii) 10 calendar days after becoming a 50%
Shareholder.
(b) Prior to filing any federal or state tax return, or any
amendment to such a return, claiming any deduction for
worthlessness of the Common Stock or Preferred Stock, for a
tax year ending before the Debtors' emergence from
chapter 11 protection, such 50% Shareholder must file with
the Court, and serve upon the Notice Parties, an advance
written notice of the intended claim of worthlessness.
(c) The Debtors will have 15 calendar days after receipt of a
Declaration of Intent to Claim a Worthless Stock Deduction
to file with the Court and serve on such 50% Shareholder an
objection to any proposed claim of worthlessness described
in the Declaration of Intent to Claim a Worthless Stock
Deduction on the grounds that such claim might adversely
affect the Debtors' ability to utilize their NOLs. During
such 15-day period, and while any objection by the Debtors
to the proposed claim is pending, such 50% Shareholder
will not claim, or cause to be claimed, the proposed
worthless stock deduction to which the Declaration of
Intent to Claim a Worthless Stock Deduction relates and
thereafter in accordance with the Court's ruling, and, as
applicable, any appellate rules and procedures. If the
Debtors do not object within such 15-day period, the filing
of the tax return with such claim would be permitted as set
forth in the Declaration of Intent to Claim a Worthless
Stock Deduction. Additional tax returns within the scope
of this paragraph must be the subject of additional notices
as set forth herein, with an additional 15-day waiting
period.
(d) For purposes of the procedures a "50% Shareholder" is any
person or entity that at any time since Jan. 1, 2012, has
owned 50% or more of the Common Stock or Preferred Stock.
About Samson Resources
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16,
2015. Philip W. Cook signed the petition as executive vice
president and chief financial officer. On the Petition Date, the
Debtors estimated assets and liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker. Garden City Group, LLC serves as claims and noticing agent
to the Debtors.
SAMSON RESOURCES: Seeks Oct. 15, 2015 Disclosure Statement Hearing
------------------------------------------------------------------
Samson Resources Corporation and its debtor affiliates ask the
Bankruptcy Court to approve the disclosure statement explaining
their Joint Chapter 11 Plan of Reorganization as containing
"adequate information" pursuant to Section 1125 of the Bankruptcy
Code. The Debtors assert that the Disclosure Statement complies
with all aspects of Section 1125 of the Bankruptcy Code and
addresses the information in a manner that provides adequate
information to holders of Claims entitled to vote to accept or
reject the Plan.
The Debtors have reached an agreement on a comprehensive
restructuring that will significantly delever their balance sheet
and result in the infusion of not less than $450 million of fresh
capital. To effectuate this restructuring, on Aug. 14, 2015, the
Debtors, the Second Lien Lenders, the Backstop Parties, and the
Sponsors entered into a restructuring support agreement. And on
Sept. 16, as contemplated in the Restructuring Support Agreement,
the Debtors filed the Plan and Disclosure Statement to implement
the restructuring.
In the Motion filed with the Court, the Debtors propose that the
Disclosure Statement Hearing Date be Oct. 15, 2015; as a result,
the Debtors have set the Disclosure Statement Objection Deadline
for Oct. 8, 2015, at 4:00 p.m. prevailing Eastern Time, and the
Disclosure Statement Response Deadline for Oct. 13, 2015, at 4:00
p.m. prevailing Eastern Time.
Although parties-in-interest will have had less than 28 days'
notice of the deadline to object to the approval of the Disclosure
Statement, the Debtors request that the Court approve the shortened
notice period in accordance with Bankruptcy Rule 9006(c) as they
have provided adequate notice of the Disclosure Statement Hearing.
The Debtors also seek approval of certain procedures for, among
other things (a) (i) soliciting, receiving, and tabulating votes to
accept or reject the Plan, (ii) voting to accept or reject the
Plan, and (iii) filing objections to the Plan; (b) conducting the
Rights Offering, and the election to participate in the Rights
Offering.
The Debtors have established the following confirmation timeline,
subject to Court approval:
* Oct. 8, 2015, as the date for determining (i) which holders of
Claims in the Voting Classes are entitled to vote to accept or
reject the Plan and receive Solicitation Packages in
connection therewith and (ii) whether Claims have been
properly assigned or transferred to an assignee pursuant to
Bankruptcy Rule 3001(e) such that the assignee can vote as the
holder of the respective Claim;
* Oct. 30, 2015, as the deadline for distributing Solicitation
Packages, including Ballots, to holders of Claims entitled to
vote to accept or reject the Plan;
* Oct. 30, 2015, as the last date by which the Debtors will
submit the Confirmation Hearing Notice in a format modified
for publication;
* Nov. 20, 2015, at 4:00 p.m. prevailing Eastern Time as the
deadline by which all Ballots must be properly executed,
completed, and delivered so that they are actually
received by Garden City Group, LLC;
* Nov. 20, 2015, at 4:00 p.m. prevailing Eastern Time as the
deadline by which objections to the Plan must be filed with
the Court and served so as to be actually received by the
appropriate notice parties;
* Nov. 25, 2015, at 4:00 p.m. prevailing Eastern Time as the
deadline by which responses to objections to the Plan must be
filed with the Court and served so as to be actually received
by the appropriate notice parties;
* Nov. [*], 2015, at 4:00 p.m. prevailing Eastern Time as the
date by which the report tabulating the voting on the Plan
will be filed with the Court;
* Not later than the deadline to file the agenda for the hearing
to consider Confirmation of the Plan, as the date by which the
Debtors shall file their brief in support of Confirmation; and
* Dec. 1, 2015 at [*] [_].m. prevailing Eastern Time as the date
and time for the hearing at which the Court will consider
Confirmation of the Plan.
About Samson Resources
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16,
2015. Philip W. Cook signed the petition as executive vice
president and chief financial officer. The Debtors estimated
assets and liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker. Garden City Group, LLC serves as claims and noticing agent
to the Debtors.
SAMSON RESOURCES: To Pay Mineral Payees & Interest Holders $69M
---------------------------------------------------------------
Samson Resources Corporation and its debtor affiliates seek
permission from the Bankruptcy Court to pay or apply in the
ordinary course of business, any and all amounts owed to mineral
payees and working interest holders in the ordinary course of
business, whether those obligations were incurred prepetition or
will be incurred postpetition.
The Debtors assert that failure to grant the relief requested by
this motion could subject them to unnecessary litigation, either in
or outside of the Bankruptcy Court, at a time when their resources
are already subject to enormous strain.
"If the relationships established by the Debtors with the Working
Interest Holders and Mineral Payees are harmed, whether through
non-payment or perceived difficulties of working with a chapter 11
debtor, the Debtors may be unable to secure future opportunities
with those parties and other third parties may be unwilling to
engage in new business with the Debtors going forward. If that
were to occur, the negative impact on the Debtors' business, their
estates, and creditors would be substantial," says Domenic E.
Pacitti, Esq., at Klehr Harrison Harvey Branzburg LLP.
Mr. Pacitti avers no creditors are prejudiced by this motion.
He maintains the Debtors have no right to distribute any funds on
account of the Working Interest Disbursements or Mineral Payments
to their creditors because the Working Interest Disbursements and
Mineral Payments are not property of the Debtors' estate.
Royalty Interest Holders and other Mineral Payees
A mineral interest generally consists of a real property interest
in the minerals in place under a parcel of property and the
exclusive right to explore, drill, and produce (generally,
"Capture") those minerals from the land. Through a written
agreement, owners of mineral interests sell or otherwise convey the
exclusive right to Capture minerals to a third party (a "Working
Interest Holder") in exchange for either a share of production or
payments in lieu of a share of production (a "Royalty Interest").
A Working Interest may be subject to or burdened by various other
interests in minerals, production, or profits, which may have been
created before or after the Oil and Gas Lease was entered into or
which may exist in the absence of an Oil and Gas Lease. Those
interests can take many forms including, but not limited to,
overriding royalty interests, non-participating royalty interests,
net profits interests, production payments, and unleased mineral
interests (collectively, with Royalty Interests, the "Interest
Burdens").
The Debtors have Working Interests in approximately 7,500 oil and
gas properties. On average in 2014, the Debtors generated
approximately $98.8 million of revenue each month on account of
their Working Interests in the Oil and Gas Properties. The
Debtors' Working Interests generally are subject to Interest
Burdens.
According to the Debtors, failure to make payments on account of
the Interest Burdens (the "Mineral Payments") would have a material
adverse effect on them and their interests in the Oil and Gas
Properties. Mineral Payments commonly are governed by state
statutory frameworks that set strict payment deadlines and contain
enforcement mechanisms including interest, fines, recovery of costs
and attorneys' fees, and treble damages. The Debtors maintain that
failure to pay Mineral Payments could expose them to those
enforcement actions and could result in actions seeking the
forfeiture, cancellation, or termination of Oil and Gas Leases.
Though the Mineral Payments are subject to variation due to many
factors such as specific terms of underlying agreements, changes in
ownership, and changes in the amount or type of minerals Captured,
the Debtors generally make approximately 7,800 Mineral Payments
totaling approximately $16.1 million per month. These payments
generally are remitted by the Debtors to Interest Burden owners
(the "Mineral Payees") on the 25th day of each month. As a result
of the time required to market and sell the production and the
significant accounting process required each month to accurately
disburse the resulting proceeds, Mineral Payments generally are
made 60 days in arrears.
The Debtors estimate that, as of the Petition Date, there are
approximately $33.8 million in as-yet unpaid Mineral Payments that
are due to be paid over the next 60 days, including approximately
$15.9 million in those payments due in the next two weeks.
Accordingly, the Debtors request approval to pay up to $15.9
million in prepetition Mineral Payments on an interim basis, up to
$33.8 million upon entry of the Final Order, and to continue
making those payments in the ordinary course of business on a
postpetition basis.
Working Interest Disbursements
The efficient Capture of minerals often requires access to an area
of land and/or depths (the "Contract Area") that implicate the
Working Interest of more than one Working Interest Holder.
Accordingly, the rights and responsibilities associated with the
Capture of minerals are allocated by and between the Working
Interest Holders either by mutual agreement or by the application
of well-established real property and contractual precedents.
Working Interest Holders commonly enter into a joint operating
agreement to govern the parties' relationship in a Contract Area.
The JOA will designate one Working Interest Holder as the operator
of the Contract Area (an "Operator"). The Operator conducts the
day-to-day business associated with Capturing minerals in the
Contract Area on behalf of the other Working Interest Holders (the
"Non-Op Working Interest Holders").
In many instances, the Operator markets and sells the minerals
Captured in the Contract Area and administers the payment of
Mineral Payments on behalf of itself and Non-Op Working Interest
Holders prior to disbursing the remaining proceeds to the Non-Op
Working Interest Holders in accordance with the JOA (generally,
the "Working Interest Disbursements").
The Debtors tell the Court that failure to pay Working Interest
Disbursements could result in a material adverse effect on them and
their interests in the Oil and Gas Properties. Non-Op Working
Interest Holders often have the same statutory protections as
Mineral Payees. As a result, the Debtors relate, failure to pay
Working Interest Disbursements could expose them to statutory
enforcement mechanisms.
Non-Op Working Interest Holders often have additional remedies
pursuant to mutual agreements such as a JOA. Those remedies can
include the grant of a security interest in production to secure
amounts owed by the Operator, the right to remove the Operator, the
right to suspend rights in the Contract Area, and the right to
interest on amounts owed.
The Debtors receive the majority of proceeds from production
between the 20th day of the month following the month in which the
oil and gas is produced and the fifth day of the second month
following the month in which the oil and gas is produced.
The Debtors generate checks on account of the Working Interest
Disbursements on the 20th day of each month. Checks on account of
Working Interest Disbursements are remitted to Working Interest
Holders on the 25th day of each month.
Though Working Interest Disbursements typically are not uniform and
are not entirely predictable on a month-to-month basis, in the 12
months ending Aug. 31, 2015, the Debtors remitted approximately
$167.7 million in Working Interest Disbursements.
The Debtors seek only to remit or apply prepetition Working
Interest Disbursements in the Debtors' ordinary course of business.
In the ordinary course of business, the Debtors set-off Working
Interest Disbursements owed to certain Working Interest Holders
against the pro rata portion of operating expenses (the "Joint
Interest Billings") owed by those holders.
As of the Petition Date, the Debtors estimate that they have
approximately $35.6 million of Working Interest Disbursements
outstanding. The Debtors request approval to remit or apply up to
$14.8 million of the prepetition Working Interest Disbursements on
an interim basis, up to $35.6 million upon entry of the Final
Order, and to continue remitting the Working Interest Disbursements
in the ordinary course of business on a postpetition basis. Of the
$35.6 million Working Interest Disbursements currently outstanding,
approximately $8.4 million of those Working Interest Disbursements
will be set-off in the ordinary course of
business against Joint Interest Billings owed to the Debtors by
third parties.
About Samson Resources
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16,
2015. Philip W. Cook signed the petition as executive vice
president and chief financial officer. The Debtors estimated
assets and liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker. Garden City Group, LLC serves as claims and noticing agent
to the Debtors.
SEANERGY MARITIME: Announces Delivery of a Capesize Vessel
----------------------------------------------------------
Seanergy Maritime Holdings Corp., announced the delivery of a
170,024 dwt Capesize dry bulk vessel, which has been renamed to M/V
Premiership. The vessel was built in 2010 by Sungdong SB in the
Republic of Korea and has been employed in the spot market. The
acquisition cost of the M/V Premiership has been funded by a senior
secured loan agreement with a reputable financial institution and
by a funding arrangement with the Company's sponsor.
The M/V Premiership is the first of seven modern secondhand dry
bulk vessels that the Company will acquire for a gross purchase
price of approximately $183 million. The acquisition of the
remaining vessels is expected to be completed by Nov. 30, 2015.
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.
SEMLER SCIENTIFIC: Reports $1.34-Mil. Net Loss in Q2
----------------------------------------------------
Semler Scientific, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $1.34 million on $1.3 million of revenue for the three
months ended June 30, 2015, compared with a net loss of $1.03
million on $846,000 of revenue for the same period in 2014.
The Company's balance sheet at June 30, 2015, showed $5.68 million
in total assets, $3.98 million in total liabilities, and
stockholders' equity of $1.7 million.
The Company's ability to continue as a going concern is dependent
upon its ability to obtain additional equity or debt financing,
attain further operating efficiencies and, ultimately, to generate
additional revenue. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
The Company can give no assurances that additional capital that
the Company is able to obtain, if any, will be sufficient to meet
the Company???s needs. If the Company is unable to raise
additional capital within the next twelve months to continue to
fund operations at its current cash expenditure levels, the
Company's operations will need to be curtailed. The foregoing
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
A copy of the Form 10-Q is available at:
http://is.gd/qz3OV2
Semler Scientific, Inc., a medical risk-assessment company,
develops, manufactures, and markets various patented products to
identify the risk profile of medical patients to allow healthcare
providers to capture full reimbursement potential for their
services in the United States. Its products include FloChec that
is used in the office setting to allow providers to measure
arterial blood flow in the extremities and is a useful tool for
internists and primary care physicians. The company provides its
FloChec product and services to its customers through its
salespersons and through its co-exclusive distributor. Semler
Scientific, Inc. was founded in 2007 and is headquartered in
Portland, Oregon.
The Company reported a net loss of $1.37 million on $1.2 million
of revenue for the three months ended March 31, 2015, compared with
a net loss of $817,000 on $837,000 of revenue for the same period
in 2014.
The Company's balance sheet at March 31, 2015, showed $6.4 million
in total assets, $3.81 million in total liabilities, and
stockholders' equity of $2.59 million.
SIGA TECHNOLOGIES: Posts $6.57-Mil. Net Loss for June 30 Quarter
----------------------------------------------------------------
SIGA Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $6.57 million on $1.47 million of research and
development revenues for the three months ended June 30, 2015,
compared to a net loss of $2.95 million on $650,612 of research and
development revenues for the same period in 2014.
The Company's balance sheet at June 30, 2015, showed $182 million
in total assets, $442 million in total liabilities, and a
stockholders' deficit of $259 million.
The Company's ability to continue as a going concern is expected to
be impacted by the outcome of the Company's appeal of the
post-remand judgment by the Delaware Court of Chancery, as well as
the resolution of the Company's chapter 11 case. The Delaware
Court of Chancery, acting on remand from the Delaware Supreme
Court, entered its Final Judgment and Order on January 15, 2015,
awarding PharmAthene approximately $195 million, including
prejudgment interest up to January 15, 2015. In response to the
potential impact of the Outstanding Judgment, the Company filed a
voluntary petition for relief under chapter 11 of the Bankruptcy
Code and is operating its business as a "debtor-in-possession" in
accordance with the applicable provisions of the Bankruptcy Code.
These factors raise substantial doubt about the Company's ability
to continue as a going concern. As a result of the chapter 11
filing and the Outstanding Judgment, the realization of assets and
the satisfaction of liabilities are subject to uncertainties. Any
reorganization plan in the Company's chapter 11 case could
materially change the amounts and classifications of assets and
liabilities reported in the consolidated financial statements.
A copy of the Form 10-Q is available at:
http://is.gd/oHY69M
About SIGA Technologies
Publicly held SIGA Technologies, Inc., with headquarters in
Madison Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats. SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.
SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is
assigned to Judge Sean H. Lane.
The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.
The Debtor disclosed total assets of $131,669,746 and $7,954,645
in liabilities as of the Chapter 11 filing.
The Statutory Creditors' Committee is represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
Proskauer Rose LLP. The Committee tapped to retain Guggenheim
Securities, LLC, as its financial advisor and investment banker.
STELLAR BIOTECHNOLOGIES: Special Meeting Set for Oct. 29
--------------------------------------------------------
Stellar Biotechnologies, Inc., announced that a special meeting of
shareholders of the Company will be held on Oct. 29, 2015, to
consider an amendment to the Company's Articles (bylaws) to amend
certain corporate governance requirements in connection with the
Company's application for uplisting to The NASDAQ Capital Market.
The Board of Directors of the Company recommends that shareholders
approve the proposed changes to the Articles. The Company has set
Sept. 22, 2015, as a record date for determining shareholders
entitled to vote at the Meeting.
As previously announced, the Company has filed an application to
have its common shares approved for listing on NASDAQ. Although
the Company's Articles are compliant with British Columbia law and
TSX Venture Exchange requirements, the Company believes that the
proposed amendment to its Articles, specifically to increase the
quorum requirement for transaction of business at shareholder
meetings to at least 33 1/3%, will conform to NASDAQ domestic
listing standards. However, there can be no assurance that NASDAQ
will approve the Company's application or, if the Company's stock
is listed, that the Company will be able to maintain minimum
listing requirements with NASDAQ.
"As we continue to move forward with the NASDAQ application
process, this amendment, if approved by shareholders, will allow us
to align our British Columbia Articles with bylaws of U.S.
companies, consistent with our strong U.S. shareholder base," said
Frank Oakes, president, chief executive officer, and chairman said.
"We look forward to the prospect of a NASDAQ listing which we
believe will enhance Stellar's visibility in the investment
community and provide for a broader, more diverse shareholder
constituency."
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 June 30, 2015, the Company had $11.2 million in total assets,
$1.7 million in total liabilities and $9.4 million in total
shareholders' equity.
SULLIVAN INTERNATIONAL: Wants Ch. 7 Liquidation After Sale
----------------------------------------------------------
Sullivan International Group, Inc., asks the U.S. Bankruptcy Court
for the Southern District of California to convert its Chapter 11
case to a case under Chapter 7 of the Bankruptcy Code, upon entry
of orders on all pending sales of its assets.
An auction was held for the sale of substantially all of the
Debtor's assets. He further tells the Court that several parties
objected to the sale of the assets. The objecting parties include:
(1) the United States Government; (2) Weston Solutions Inc.; (3)
High Desert Support Services, LLC; and (4) Tetra Tech, Inc.
James P. Hill, Esq., at Sullivan Hill Lewin Rez & Engel, APC, in
San Diego, California, tells the Court that Weston's objection has
been resolved and the Debtor and the Official Committee of
Unsecured Creditors are still negotiating with the other Objecting
Parties to resolve their objections. He further relates that the
Debtor and the Creditors Committee are also still negotiating with
the successful bidders to revise language in their proposed Asset
Purchase Agreements and Assumption and Assignment Agreements to
address the various objections and to accurately reflect the terms
of their Successful Bids.
Mr. Hill tells the Court that even if the Court approves all of the
sale transactions, it is not certain that the resulting revenue
will be sufficient to pay the senior secured creditor Bridge Bank,
N.A., in full and that it is uncertain whether any funds will be
available to distribute to unsecured creditors. In addition, Mr.
Hill relates that:
(a) the Debtor has no further authorization to use cash
collateral;
(b) that the Debtor is insolvent and inoperable;
(c) it cannot pay the United States Trustee; and
(d) the Debtor's insurance will likely be cancelled soon.
Mr. Hill notes that the Debtor filed a voluntary petition and no
trustee has been appointed in its case. He adds that the Debtor
remains a debtor in possession and the case was not converted to
Chapter 11 from another Chapter of the Bankruptcy Code. He asserts
that the Debtor is entitled, as a matter of right, to convert the
case to a case under Chapter 7.
The Debtor's motion is supported by the Declaration of Bruce
Quattrone, who owns 33.05% interest in Sullivan International
Group, Inc. and is also the Debtor's Executive Vice President.
Bridge Bank's Reply
Bridge Bank, N.A., responded to the Debtor's motion, stating that
to the extent that conversion affects the ability to ensure that
employees retain their positions, collateral value is stabilized
and maximized and the sales are completed, conversion should be
delayed.
Bridge Bank relates that it is unclear what effect, if any,
conversion of the case to Chapter 7 would have on purchaser's
ability to novate the government contracts being sold. While the
Debtor's Motion asks that the Court delay entry of an order
converting the case until after sale orders for each of the pending
purchasers has entered and asserts that such orders will be binding
on a chapter 7 trustee, Bridge Bank asserts that it is not clear
whether conversion has any effect on novation of the contracts. If
conversion detrimentally affects the sale process, Bridge Bank
contends that the benefit to all arising from the sale could be
lost.
Tetra Tech's Objection
Tetra Tech, Inc., opposed the Debtor's motion, stating that if the
case is converted to a Chapter 7 liquidation, the United States
Environmental Protection Agency ("EPA") may cancel the contract
known as the SulTRAC Joint Venture, causing the estate to lose the
benefits of the pending sale and assignment of its interest in the
SulTRAC Joint Venture ("SulTRAC") as well as triggering very large
Chapter 11 administrative expense claims for Tetra Tech based on
the prior assumption of the Debtor's SulTRAC interest.
Michael T. O'Halloran, Esq., at the Law Office of Michael T.
O'Halloran, in San Diego California, tells the Court that the
counsels for Tetra Tech, Southern California Soils and Testing,
Inc. ("SCST") and the EPA have been working to finalize a sale and
assignment contract and related order to meet the requirements of
the EPA. He further tells the Court that the Official Creditor's
Committee, the Debtor and Bridge Bank, and other interested parties
have been provided working papers throughout the process.
Mr. O'Halloran believes that the EPA is close to approving both the
terms of the sale contract, a form of novation whereby SCST assumes
the Debtor's responsibilities as to SulTRAC, and the sale order. He
contends that once that is completed the transaction can be brought
to the Court for approval. He further contends that Bridge Bank,
the Official Committee and the Debtor, having selected SCST as the
winning bidder of the Debtor's interest in SulTRAC, will support
the transfer and that all are now reviewing the documents created
to satisfy the EPA.
Mr. O'Halloran asserts that there are several negative impacts of
conversion, which include the termination of the SulTRAC contract,
creation of substantial Chapter 11 administrative expense claims,
delay of the SulTRAC projects and the continued poisoning of the
sites targeted for remediation. He notes that the motion states
that no conversion is sought until the sale and assignments are
completed. Mr. O'Halloran believes that the Court should honor that
request, not allow it to be altered, and continue the hearing on
conversion.
* * *
Sullivan International is represented by:
James P. Hill, Esq.
Christopher V. Hawkins, Esq.
SULLIVAN HILL LEWIN REZ & ENGEL, APC
550 West "C" Street, Suite 1500
San Diego, CA 92101
Telephone: (619)233-4100
Facsimile: (619)231-4372
E-mail: hill@sullivanhill.com
hawkins@sullivanhill.com
Bridge Bank is represented by:
Jeffrey D. Cawdrey, Esq.
Megan M. Adeyemo, Esq.
Stephanie M. Lemos, Esq.
GORDON & REES LLP
101 W. Broadway, Suite 2000
San Diego, CA 92101
Telephone: (619)696-6700
Facsimile: (619)696-7124
E-mail: jcawdrey@gordonrees.com
madeyemo@gordonrees.com
slemos@gordonrees.com
Tetra Tech is represented by:
Michael T. O'Halloran, Esq.
David W. Marshall, Esq.
LAW OFFICE OF MICHAEL T. O'HALLORAN
1010 Second Avenue, Suite 1727
San Diego, CA 92101
Telephone: (619)233-1727
Facsimile: (619)233-6526
E-mail: mto@debtsd.com
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, the CEO, signed the petition.
In amended schedules, the Debtor disclosed total assets of
$16,154,825 and total liabilities of $17,542,093 as of the Petition
Date.
James P. Hill, Esq., at Sullivan, Hill, Lewin, Rez & Engel, APLC,
in San Diego, serves as counsel to the Debtor. 3C Advisors &
Associates, Inc., serves as financial advisor.
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 an official committee of unsecured
creditors. The creditors committee tapped Thomas R. Fawkes, Esq.,
and Brian J. Jackiw, Esq., at Goldstein & McClintock LLLP, as
counsel, and Ballard Spahr LLP as its local co-counsel.
SUPERIOR OFFSHORE: Gets Favorable Ruling in Bankruptcy Litigation
-----------------------------------------------------------------
The Texas 14th Court of Appeals issued a ruling that may have major
implications for energy-company executives and their insurers as
they navigate rough financial waters.
The appellate court ruled in favor of former Superior Offshore
International Inc. Chief Financial Officer Roger D. Burks and sent
his case back to the trial court in Harris County. The legal fight
is over whether Superior's director-and-officer insurer, XL
Specialty Insurance Co., should have paid to defend or indemnify
Mr. Burks as part of Superior's bankruptcy litigation.
This recent ruling covers the same issues that bankruptcy courts,
energy company executives, and insurers increasingly will face as
energy companies hit hard financial times and bankruptcies mount
due to the fall in oil prices, according to Mr. Burks' lawyers.
"This case will matter to C-suite executives of beleaguered
companies and the lawyers who defend them. The court's opinion
makes it much harder for insurance companies in Texas to just deny
coverage for defense costs when a bankruptcy trustee tries to force
directors and officers to forfeit compensation, severance packages,
and stock," says Chris Johns, counsel for Mr. Burks and an
Austin-based partner in the Texas firm Johns Marrs Ellis & Hodge
LLP.
As will likely happen when any energy company seeks bankruptcy
protection in the coming months, Superior faced both bankruptcy and
shareholder lawsuits. Here, the insurer refused to cover
Mr. Burks' defense costs when the company's bankruptcy estate came
after his compensation.
"It's a reminder that when management faces allegations of breach
of fiduciary duty, his insurance company can't just wash its hands
of the matter based on the mere accusation. These policies are
intended to allow the director to defend his innocence," says
Joseph Marrs, a firm partner in Houston who also represents
Mr. Burks.
The trial court now has been told to take another look at the
breach-of-contract claims filed by
Mr. Burks, who is seeking around $2 million in damages for the
compensation he lost when he settled with the bankruptcy estate,
plus legal fees. The case is Roger D. Burks v. XL Specialty
Insurance Co., No. 14-12-00740-CV.
About Superior Offshore
Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/-- provided
subsea construction and commercial diving services to the
offshore oil and gas industry. Superior Offshore sought Chapter 11
protection (Bankr. S.D. Tex. Case No. 08-32590) on April 24, 2008.
The Debtor disclosed total assets of $67,587,927 and total
liabilities of $54,359,884 in its Schedules. David Ronald Jones,
Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP,
represented the Debtor as counsel. H. Malcolm Lovett, Jr. was
appointed as Plan Agent.
The U.S. Trustee for Region 7 appointed five creditors to serve on
an Official Committee of Unsecured Creditors. Douglas S. Draper,
Esq., at Heller Draper Hayden Patrick & Horn LLC, and Michael D.
Rubenstein, Esq., at Liskow Lewis, represented the Committee as
counsel. The company's chapter 11 plan of liquidation took effect
in February 2009 and the United States Court of Appeals blessed
the plan in December 2009.
TRANSGENOMIC INC: USPTO to Issue Reexamination Certificate
----------------------------------------------------------
The United States Patent and Trademark Office delivered to
Dana-Farber Cancer Institute, Inc., the licensor of ICE-COLD PCR
Portfolio patents to Transgenomic, Inc., a Notice of Intent to
Issue Ex Parte Reexamination Certificate with respect to DFCI's
U.S. Patent No. 8,455,190, entitled "Enrichment of a Target
Sequence".
Pursuant to the Notice, the USPTO notified DFCI that it has closed
prosecution on the merits of the 190 Patent after finding the
original claims of the Patent and six new claims not obvious and
not anticipated by the cited prior art. DFCI informed Transgenomic
that it expects to receive a reexamination certificate for the 190
Patent in due course.
In 2014, the USPTO issued an Ex Parte Reexamination Certificate for
U.S. Patent No. 8,623,603, entitled "Full cold-PCR enrichment with
reference blocking sequence". Transgenomic currently holds an
exclusive license under the 190 Patent and the 603 Patent from DFCI
to develop and commercialize COLD-PCR, ICE COLD-PCR and Multiplexed
ICE COLD-PCR technology.
About Transgenomic
Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services. The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise. The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.
Transgenomic reported a net loss available to common stockholders
of $15.1 million in 2014, a net loss available to common
stockholders of $16.7 million in 2013 and a net loss available to
common stockholders of $8.98 million in 2012.
Ernst & Young LLP, in Hartford, Connecticut, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
TS EMPLOYMENT: Can File Schedules & Statements Until October 2
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
further extend until Oct. 2, 2015, the deadline within which TS
Employment Inc. can file its schedules of assets and liabilities,
and statements of financial affairs.
About TS Employment
Based in New York, TS Employment Inc. is a professional employer
organization that provides payroll-related services. Its only
customer is publicly held Corporate Resource Services, Inc., a
diversified technology, staffing, recruiting, and consulting
services firm. TS processes payroll of up to 30,000 employees.
TS Employment sought Chapter 11 for protection (Bankr. S.D.N.Y.
Case No. 15-10243) in Manhattan on Feb. 2, 2015. Judge Martin
Glenn is assigned to the case.
The Debtor estimated at least $100 million in assets and debt.
The Debtor tapped Scott S. Markowitz, Esq., at Tarter Krinsky &
Drogin LLP, in New York, as counsel. Realization Services Inc.
serves as the Debtor's consultant.
James S. Feltman serves as Chapter 11 trustee. The Chapter 11
Trustee retains Friedman LLP as special accountant and Mesirow
Financial Consulting, LLC, as accountant to provide accounting,
forensic, and investigatory services.
TS EMPLOYMENT: Chapter 11 Trustee Can Hire CC&A as Attorney
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized James S. Feltman, the Chapter 11 trustee of TS
Employment Inc., to employ Ciardi Ciardi & Astin as his attorney.
The firm is expected to:
a) serve as the Trustee's Delaware counsel in connection with
the bankruptcy filings of Corporate Resource Services, Inc. and
related entities, the Debtor???s affiliates (lead Case No. 15-11546
(MFW)) (Bankr. D. Del.); and
b) perform such other tasks as requested by the Trustee in the
performance of his duties with respect to the Debtor???s estate.
The firm's current rates range from $250 to $585 for attorneys and
$180 to $205 for paraprofessionals.
The Chapter 11 trustee 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:
Daniel K. Astin, Esq.
Ciardi Ciardi & Astin
1204 N King Street
Wilmington, DE 19801
Tel: (302) 658-1100
Fax: (302) 658-1300
Email: dastin@ciardilaw.com
About TS Employment
Based in New York, TS Employment Inc. is a professional employer
organization that provides payroll-related services. Its only
customer is publicly held Corporate Resource Services, Inc., a
diversified technology, staffing, recruiting, and consulting
services firm. TS processes payroll of up to 30,000 employees.
TS Employment sought Chapter 11 for protection (Bankr. S.D.N.Y.
Case No. 15-10243) in Manhattan on Feb. 2, 2015. Judge Martin
Glenn is assigned to the case.
The Debtor estimated at least $100 million in assets and debt.
The Debtor tapped Scott S. Markowitz, Esq., at Tarter Krinsky &
Drogin LLP, in New York, as counsel. Realization Services Inc.
serves as the Debtor's consultant.
James S. Feltman serves as Chapter 11 trustee. The Chapter 11
Trustee retains Friedman LLP as special accountant and Mesirow
Financial Consulting, LLC, as accountant to provide accounting,
forensic, and investigatory services.
US STEEL: Seeks Court Order to Facilitate Operations Under CCAA
---------------------------------------------------------------
U.S. Steel Canada Inc. on Sept. 17 disclosed that it will be filing
a motion with the Ontario Superior Court of Justice seeking an
order to continue its operations and obtain further relief (the
"Business Preservation Plan") under the Companies' Creditors
Arrangement Act (Canada) (the "CCAA") so that the Company can
operate beyond 2015.
"With a Court Order we can preserve work and meet obligations to
approximately 2,200 employees and continue to deliver high-quality
steel products to our customers from our two Canadian steelmaking
facilities," said Michael McQuade, President and General Manager of
U. S. Steel Canada. "The Court Order, if granted, would also
provide additional time to find a consensual restructuring
solution, and to conduct a new Sale and Restructuring Process when
market conditions improve."
Despite U.S. Steel Canada`s best efforts under its Sale and
Restructuring Process, the unwillingness of stakeholders to agree
to compromises proposed in the offers submitted, and the
unwillingness of bidders to modify their conditions to be
acceptable to stakeholders, has resulted in no executable offer
being received to-date. Nor have the principal stakeholders in U.
S. Steel Canada been able to reach a consensual restructuring
agreement. These factors are further aggravated by the continued
deterioration of the North American steel market and the increasing
volume of offshore imports.
Also contributing to the need for this court order are the steps
taken by U.S. Steel Canada's parent company, United States Steel
Corporation, to reallocate Canadian production to its facilities
located in the U.S., including some of the highly-profitable steel
production that U.S. Steel Canada had previously supplied to the
auto industry. The reallocation is intended to take effect in
October 2015.
As previously disclosed, U.S. Steel Canada has been operating under
CCAA creditor protection since September 16, 2014. This protection
was most recently extended until December 11, 2015.
Without this court order, U.S. Steel Canada would unlikely be able
to avoid ceasing operations at the end of 2015, jeopardizing
employment in Hamilton and Nanticoke.
Proposed Terms of the Court Order Proposed by U.S. Steel Canada
U.S. Steel Canada is asking the Court to direct its parent company,
United States Steel Corporation, to continue to provide all
intercompany services and goods.
The motion further proposes that U.S. Steel Canada would
discontinue immediately the current Sale and Restructuring Process
(SARP) with the exception of bids related to land at Hamilton
Works. The intention would be to re-run the SARP at an appropriate
time in late 2015 or 2016.
With great regret, given the need to conserve cash for the survival
of the business, U.S. Steel Canada is also asking the Court, among
other items:
To permit the immediate suspension of all pension funding
contributions except contributions for current service. Pension
payments from the U.S. Steel Canada registered pension plans and
funded supplementary pension plans will continue to be made to
retirees and surviving spouses at this time and are not impacted by
this motion. However, supplementary pensions paid directly by U.S.
Steel Canada to retirees and surviving spouses will be suspended.
To suspend payment of post-employment health, medical, dental and
life insurance benefits in the near term for retirees, surviving
spouses and dependants.
To immediately suspend all real property tax payments.
Under the motion, Ernst & Young Inc. would continue as the
Court-appointed Monitor to oversee the business and financial
affairs of the company during the CCAA process. The Monitor will
continue to make information relevant to the restructuring process
available on its website at www.ey.com/ca/USSC as such information
becomes available.
None of these measures will take effect until such time as the
motion is approved by the Court.
About U.S. Steel Canada, Inc.
U.S. Steel Canada's operations are located at Lake Erie Works, a
fully integrated steelmaking facility, and at Hamilton Works, home
to cokemaking and finishing operations including our premier
zinc-coating facility, the world-class Z-Line. U. S. Steel Canada
has the capability of producing approximately 2.6 million tons of
steel annually and employs approximately 2,000 people.
U.S. Steel Canada commenced court-supervised restructuring
proceedings under the Companies' Creditors Arrangement Act, R.S.C.
1985, c. C-36, before the Ontario Superior Court of Justice
(Commercial List) on Sept. 16, 2014. Ernst & Young Inc. has been
appointed by the CCAA court as monitor pursuant to an Initial CCAA
Order.
USA DISCOUNTERS: Bankruptcy Case to Remain in Delaware
------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reported that USA Discounters, which has been accused of scamming
its military customers, will keep its chapter 11 case in one of the
nation's busiest bankruptcy courts.
According to the report, Judge Christopher Sontchi of the U.S.
Bankruptcy Court in Wilmington, Del., recently ordered USA
Discounters to defend its choice of the Delaware court over "some
other appropriate venue," such as a Virginia court closer to its
corporate headquarters.
As previously reported by The Troubled Company Reporter, The Wall
Street Journal reported that Judge Sontchi, a nine-year veteran of
the bench in one of the nation's busiest bankruptcy courts, ordered
the retailer to appear at a hearing to defend its filing in the
Wilmington, Del., court over "some other appropriate venue." The
Journal noted that USA Discounters has its headquarters in Norfolk,
Va., and faces litigation related to its business practices in
Colorado, two possible venues that Judge Sontchi's order cited.
But the company says there is no dispute that its chapter 11
filing, made in August, complies with bankruptcy laws, as two of
the three entities that filed were incorporated in Delaware, the
Journal related.
About USA Discounters
USA Discounters was founded in May 1991. in the City of Norfolk,
Virginia, under the name USA Furniture Discounters, Ltd. It sold
goods through two groups of stores -- one group of specialty
retail stores operating under the "USA Living" brand, typically in
standalone locations, and seven additional retail stores operating
under the "Fletcher's Jewelers" brand, typically in major shopping
malls.
USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.
The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.
USA Discounters estimated $100 million to $500 million in assets
and $50 million to $100 million in liabilities.
VIGGLE INC: MGT Capital Reports 5.1% Equity Stake
-------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, MGT Capital Investments, Inc. disclosed that as of
Sept. 8, 2015, it beneficially owns 1,269,342 shares of common
stock of Viggle Inc., which represents 5.15 percent of the shares
outstanding. A copy of the regulatory filing is available for free
at http://is.gd/A5DAzp
About Viggle
New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system. Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.
Viggle reported a net loss of $68.4 million on $18 million of
revenues for the year ended June 30, 2014, compared with a net
loss of $91.4 million on $13.9 million of revenues for the year
ended June 30, 2013.
The Company's balance sheet at March 31, 2015, showed $70.9 million
in total assets, $54.6 million in total liabilities, $11.4 million
in series C convertible redeemable preferred stock, and
stockholders' equity of $4.88 million.
BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2014. The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2014, has a deficiency in working capital that raises substantial
doubt about its ability to continue as a going concern.
VOYA FINANCIAL: Fitch Affirms 'BB+' Jr. Subordinated Debt Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Voya Financial, Inc.'s Issuer Default
Rating (IDR) at 'BBB+', senior debt rating at 'BBB', and junior
subordinated debt rating at 'BB+'. The Insurer Financial Strength
(IFS) ratings of the U.S. operating entities have also been
affirmed at 'A'. The Rating Outlook for all ratings is Stable.
The affirmation reflects Voya's balance sheet strength and improved
debt servicing capacity. Voya's ratings also reflect the large
scale and solid business profile in retirement and individual life
markets, improved operating performance within its core businesses,
and conservative investment portfolio. Offsetting these positives
are the challenges related to the run-off of Voya's $42 billion
closed-block VA book.
KEY RATING DRIVERS
During the first half of 2015, Voya reported pre-tax operating
income of $552 million and an operating return on equity (ROE) of
7.3%. Operating income was down by approximately $7 million from
the prior year due to lower alternative investment income, the
impact of the continued low interest rate environment on
reinvestment rates and higher operating expenses as a result of the
company's strategic investment program. Voya announced earlier
this year that the company will be making incremental investments
of $350 million over the next four years designed to increase
growth and reduce costs.
While Voya expects operating income to improve, operating ROE will
continue to be impacted by the significant amount of capital
supporting the closed block VA and individual life business. Fitch
expects a sustained low interest rate environment will create
headwinds and could impact Voya's ability to meaningfully improve
earnings.
GAAP adjusted operating earnings-based interest coverage was 7.4x
in the first half of 2015, down slightly from 7.9x in 2014 but in
line with Fitch's median ratio guideline of 7x for an 'A' rated
company. Based on estimated ordinary statutory dividend capacity
of $1 billion in 2015, Fitch estimates Voya's statutory interest
coverage will be approximately 6x in 2015, up from 4.5x in 2014.
This is in excess of Fitch's median ratio guideline of 3x for an
'A' rated company.
At June 30, 2015, financial leverage was 21.4%, below management's
stated long-term target of 25% and below Fitch's median guideline
of 28% for Voya's current rating. Fitch believes the quality of
the company's common equity is better than peer averages, with
minimal exposure to goodwill and other intangibles.
Fitch considers Voya's aggregate capitalization, including
captives, to be strong for the current rating level. The
consolidated risk-based capital (RBC) ratio for the company's U.S.
insurance subsidiaries was 482% at June 30, 2015. Fitch expects
reported RBC to remain in the 425%-450% range over the intermediate
term driven by improved statutory operating performance offset by
distributions to the holding company. Fitch views Voya's share
repurchase program as a more prudent use of excess capital than
acquisitions or rapid growth. Fitch's expectation is that share
repurchase will be funded through operating earnings and will not
result in a material increase in financial leverage or
deterioration in subsidiary capitalization.
Fitch's key rating concerns include the challenges related to the
run-off of Voya's $42 billion closed-block VA book, particularly in
a tail-risk scenario. Fitch notes as positive that the company has
utilized dynamic and macro hedging to mitigate the statutory
capital impact associated with changes in the equity markets and/or
interest rates. However, policyholder behavior assumptions cannot
be hedged and therefore remain a risk. At June 30, 2015, Voya had
$4.8 billion in reserves and capital supporting the closed-block VA
book.
The ratings also recognize the company's reliance on the capital
markets for excess reserve financing. Voya's total financing and
commitments (TFC) ratio of 0.7x is driven by funding for XXX and
AXXX reserve financing, and to a much lesser extent, securities
lending agreements. In 2014, Voya completed a reinsurance
transaction with Reinsurance Group of America, Inc. that improved
the TFC ratio since Voya was able to unwind one of its captives and
the associated redundant reserve financing.
RATING SENSITIVITIES
The key rating triggers that could result in an upgrade include:
-- Continued growth in operating profitability which leads to
an improvement in operating ROE to over 11%;
-- Sustained maintenance of GAAP adjusted operating earnings-
based interest coverage of more than 10x;
-- Private sale of closed-block book at good value with boost
to capitalization and reduction in volatility and risk;
-- Reported RBC above 450%, and financial leverage below 20%;
The key rating triggers that could result in a downgrade include:
-- A decline in reported RBC below 375%;
-- Financial leverage exceeding 30%;
-- Significant adverse operating results which leads to GAAP
adjusted operating earnings-based interest coverage below
6x;
-- Material reserve charges required in its insurance/variable
annuity books.
FULL LIST OF RATING ACTIONS
Fitch has affirmed these ratings with a Stable Outlook:
Voya Financial, Inc.
-- Long-term IDR at 'BBB+';
-- 5.5% senior notes due July 15, 2022 at 'BBB';
-- 2.9% senior notes due Feb. 15, 2018 at 'BBB';
-- 5.7% senior notes due July 15, 2043 at 'BBB';
-- 5.65% fixed-to-floating junior subordinated notes due
May 15, 2053 at 'BB+'.
Voya Retirement Insurance and Annuity Company
Voya Insurance and Annuity Company
ReliaStar Life Insurance Company
ReliaStar Life Insurance Company of New York
Security Life of Denver Insurance Company
-- IFS at 'A'.
Equitable of Iowa Companies, Inc.
-- Long-term IDR at 'BBB+'.
Equitable of Iowa Companies Capital Trust II
-- 8.424% Trust Preferred Stock at 'BB+'.
Peachtree Corners Funding Trust
-- $500 million of 3.976% pre-capitalized trust securities due
2025 at 'BBB'.
VRINGO INC: Expects to Incur Further Losses in Operations
---------------------------------------------------------
Vringo, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $8.51 million on $nil of revenue for the three months ended June
30, 2015, compared with a net loss of $10.05 million on $800,000 of
revenue for the same period in the prior year.
The Company's balance sheet at June 30, 2015, showed $39.62 million
in total assets, $19.22 million in total liabilities, and
stockholders' equity of $20.4 million.
The Company expects to incur further losses in the operations of
its business and has been dependent on funding its operations
through the issuance and sale of equity securities. These
circumstances raise substantial doubt about the Company's ability
to continue as a going concern. As a result of this uncertainty
and the substantial doubt about its ability to continue as a going
concern as of Dec. 31, 2014, KPMG LLP, the Company's independent
registered public accounting firm, issued a report dated March 16,
2015, stating its opinion that its recurring losses from
operations, negative cash flows from operating activities, and
potential insufficiency of cash or available sources of liquidity
to support its current operating requirements raise substantial
doubt as to the Company's ability to continue as a going concern.
A copy of the Form 10-Q is available at:
http://is.gd/BD2p6B
Vringo, Inc., together with its subsidiaries, develops, acquires,
licenses, protects, and monetizes intellectual property worldwide.
Its intellectual property portfolio consists of approximately 500
patents and patent applications covering telecom infrastructure,
Internet search, and mobile technologies. The company is
headquartered in New York, New York.
The Company reported a net loss of $6.98 million on $150,000 of
revenue for the three months ended March 31, 2015, compared with
a net loss of $11.1 million on $250,000 of revenue for the same
period last year.
The Company's balance sheet at March 31, 2015, showed $32.5 million
in total assets, $6.26 million in total liabilities, and
stockholders' equity of $26.3 million.
WAFERGEN BIO-SYSTEMS: Tamim Shansab Reports 11.2% Stake
-------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Tamim Shansab disclosed that as of Sept. 9, 2015, he
beneficially owns 640,034 shares of comon stock of Wafergen
Bio-Systems, Inc., which represents 11.2 percent of the shares
outstanding. A copy of the regulatory filing is available for free
at http://is.gd/Aju3MC
About WaferGen Bio-systems
Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research. Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.
WaferGen Bio-systems reported a net loss of $10.7 million in 2014,
a net loss of $16.3 million in 2013 and a net loss of $8.97 million
in 2012.
As of June 30, 2015, the Company had $13.2 million in total assets,
$6.9 million in total liabilities and $6.3 million in total
stockholders' equity.
WAYNE COUNTY, MI: IRS to Audit $200 Million Debt for Jail Fiasco
----------------------------------------------------------------
ABI.org reported that the U.S. Internal Revenue Service is auditing
$200 million of bonds that built an unfinished jail in Wayne
County, Mich., seeking to determine whether to revoke federal
subsidies given.
As reported by the Troubled Company Reporter on Aug. 26, 2015,
Fitch Ratings affirmed and removed from Rating Watch Negative the
'B' ratings on these Wayne County, Michigan bonds:
-- $186 million limited tax general obligation (LTGO) bonds
issued by Wayne County;
-- $51.3 million building authority (stadium) refunding bonds,
series 2012 (Wayne County LTGO) issued by Detroit/Wayne
County
Stadium Authority;
-- $200 million building authority bonds issued by Wayne County
Building Authority;
-- Wayne County unlimited tax general obligation (ULTGO)
(implied).
The Rating Outlook is Stable.
WESCO AIRCRAFT: Moody's Cuts Corporate Family Rating to B1
----------------------------------------------------------
Moody's Investors Service downgraded its ratings for Wesco Aircraft
Hardware Corporation, including the company's Corporate Family
Rating (CFR) to B1 from Ba3, and its Probability of Default Rating
to B2-PD from Ba3-PD. Concurrently, the company's senior secured
bank debt was downgraded to B1 from Ba3. The rating outlook is
stable.
The following represents Moody's rating actions and ratings for
Wesco Aircraft:
Corporate Family Rating, downgraded to B1 from Ba3
Probability of Default Rating, downgraded to B2-PD from Ba3-PD
Senior Secured $200 million Revolving Credit Facility due 2017,
downgraded to B1 (LGD3)
Senior Secured $527 million (outstanding) Term A Loan due 2017,
downgraded to B1 (LGD3)
Senior Secured $475 million (outstanding) Term B Loan due 2021,
downgraded to B1 (LGD3)
Speculative Grade Liquidity affirmed at SGL-2
Rating Outlook, Stable
RATINGS RATIONALE
The downgrades of Wesco reflect Moody's expectation that the
company's revenue and earnings will continue to trail expectations
in the aftermath of its 2014 acquisition of Haas Inc. The
debt-financed, fully priced, transaction resulted in a material
increase in leverage (Debt-to-EBITDA increased from 3.0x to 5.0x)
and a significant weakening of Wesco's credit metrics. Thus far,
the integration of Haas has proceeded at a rate that is slower than
expected and the company has been unable to achieve the hoped-for
revenue synergies and profitability measures. These challenges have
resulted in a rate of deleveraging that will remain much slower
than anticipated. As a result, Wesco's credit profile will be more
in keeping with the B1 rating category.
The B1 corporate family rating recognizes Wesco's position as a
leading distributor to the aerospace industry, the company's
well-established global distribution network, and a relatively
robust cash flow profile. Favorable fundamentals for commercial
aerospace build rates should support top-line and earnings growth,
although on-going budgetary constraints in defense markets (37% of
sales) will likely limit near-term sales growth to the low
single-digits. The rating also incorporates the contractual nature
of much of Wesco's business (approximately 70% of sales under long
term, multi-year contracts) which supports revenue stability.
Elevated leverage levels (Moody's adjusted Debt-to-EBITDA of 5.0x
as of June 2015), variable working capital investment needs, and a
fundamental dependence on cyclical aerospace demand levels act as
tempering considerations. Disintermediation risk (likely to be more
pronounced over the intermediate term) is viewed as particularly
relevant for Wesco given the company's heavy reliance on OEM and
subcontracting customers which account for about 80% of sales. The
rating also considers Wesco's cost structure which continues to be
higher than anticipated following the Haas acquisition of early
2014. Management's ability to reduce costs and improve operational
efficiency while growing the business will be important rating
considerations over the next few quarters.
The SGL-2 speculative grade liquidity rating denotes expectations
of a good liquidity profile over the next 12 months. Cash balances
as of June 2015 were $82 million while free cash flow generation
will be robust in fiscal 2015 with FCF-to-Debt likely to be in the
high-single digits, much of which will be driven by favorable
working capital. We expect more muted levels of cash generation in
fiscal 2016 with FCF-to-Debt in the mid-single digits. External
liquidity is provided by an undrawn $200 million revolver expiring
in 2017. The facility contains maintenance-based interest coverage
and leverage covenants. We note that the leverage covenant
step-downs down markedly over the next few quarters (going from
4.75x as of Q3 FY '15 to 3.75x by Q3 FY '16) and that compliance
will become increasingly tight over the next few quarters absent a
meaningful increase in trailing EBITDA or prepayments on term
debt.
The stable outlook reflects the generally favorable outlook for
commercial aerospace end markets and our expectations of moderate
earnings growth over the next 4 to 6 quarters.
A ratings upgrade in the near term is unlikely given the company's
elevated leverage levels. The outlook or rating could improve over
time if the company were to meaningfully reduce leverage such that
Moody's adjusted Debt-to-EBITDA was sustained below 4.0x with
EBITDA margins consistently in the mid-teens while maintaining a
healthy liquidity profile with FCF-to-Debt consistently in the high
single-digits.
The rating could be downgraded if the liquidity profile becomes
less robust or if a breach of financial covenants appears likely.
Leverage sustained above 5.5x would also likely pressure the rating
downward. A weakening of Wesco's free cash flow or operating
margins and/or an unanticipated decline in commercial and military
aircraft production levels could also result in a downgrade.
Wesco Aircraft Hardware Corporation ("Wesco"), headquartered in
Valencia, CA, a wholly-owned subsidiary of Wesco Aircraft Holdings
Inc., is a leading distributor and supply chain management services
provider to the global aerospace industry. Products and services
provided include aerospace hardware, electronic components,
chemicals, quality assurance, kitting and just-in-time inventory
management. Revenues for the twelve months ended June 2015 were
approximately $1.5 billion.
WESTMORELAND COAL: Presented at Imperial Capital Conference
-----------------------------------------------------------
Westmoreland Coal Company made a presentation at Imperial Capital
Global Opportunities Conference on Sept. 17, 2015, during which the
Company disclosed, among other things, recent accomplishments:
-- Westmoreland guided to record 2015 Adjusted EBITDA of $235-
$270 million
-- Transformational acquisitions
-- Improved balance sheet strength and enhanced liquidity
profile
-- Received credit rating upgrade from both Moody's and S&P
-- Signed significant contract extensions and agreements
The slides used at the Presentation is available for free at:
http://is.gd/wJyyex
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 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.
* * *
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.
WPCS INTERNATIONAL: Incurs $4.2 Million Net Loss in First Quarter
-----------------------------------------------------------------
WPCS International Incorporated filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to common shareholders of $4.2 million on
$4.5 million of revenue for the three months ended July 31, 2015,
compared to a net loss attributable to common shareholders of $2.3
million on $6.1 million of revenue for the same period in 2014.
As of July 31, 2015, the Company had $17.4 million in total assets,
$14.1 million in total liabilities and $3.3 million in total
equity.
As of July 31, 2015, the Company had working capital of
approximately $2.21 million, which consisted of current assets of
approximately $16.2 million and current liabilities of
approximately $14.0 million. This compares to a working capital
deficiency of approximately $1.25 million at April 30, 2015.
The current liabilities as presented in the balance sheet at July
31, 2015, primarily include approximately $7.94 million of
liabilities held for sale (primarily associated with the Company's
China Operations), $4.13 million of accounts payable and accrued
expenses, $229,000 of dividends payable and approximately $1.47
million of billings in excess of costs and estimated earnings on
uncompleted contracts.
The Company's cash and cash equivalents balance at July 31, 2015,
was approximately $5.54 million.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/gzXd0M
About WPCS International Incorporated
WPCS -- http://www.wpcs.com/-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.
WPCS reported a net loss attributable to the Company's common
shareholders of $11.3 million on $24.4 million of revenue for the
year ended April 30, 2015, compared with a net loss attributable to
the Company's common shareholders of $11.2 million on $15.7 million
of revenue for the year ended April 30, 2014.
WPCS INTERNATIONAL: Issues 117,099 Common Shares
------------------------------------------------
WPCS International Incorporated issued 117,099 shares of its common
stock, par value $0.0001 per share, from Aug. 7, 2015, through
Sept. 11, 2015, in transactions that were not registered under the
Securities Act of 1933, according to a regulatory filing with the
Securities and Exchange Commission.
The issuances on Sept. 10, 2015, resulted in an increase in the
number of shares of Common Stock outstanding by more than 5%
compared to the number of shares of Common Stock reported
outstanding in the Current Report on Form 8-K filed by the Company
with the Securities and Exchange Commission on Aug. 7, 2015. To
date, the Company has issued a total of 1,793,331 shares of Common
Stock to holders of its Series F, F-1, G, G-1 and H Convertible
Preferred Stock upon the conversion of shares of Series F, F-1,G,
G-1 and H Convertible Preferred Stock. The shares of Common Stock
issued upon the conversion of shares of Series F, F-1, G, G-1 and H
Convertible Preferred Stock were issued in reliance upon the
exemption from registration in Section 3(a)(9) of the Securities
Act of 1933.
On August 1, the Company entered into an engagement letter with an
investment bank to provide investment banking services for a period
of 12 months, which may be extended by mutual consent of the
parties. The Company agreed to pay a $7,500 monthly fee to the
investment bank payable in shares of Common Stock, calculated based
on the closing bid price of the Common Stock on the trading day
immediately prior to date payment is due. On each date of payment,
the Common Stock will be issued in reliance upon the exemption from
registration in Section 4(a)(2) of the Securities Act of 1933. The
first payment was made on Aug. 15, 2015, in the amount of 4,838
shares of Common Stock.
As of Sept. 11, 2015, the Company has 2,430,586 shares of Common
Stock outstanding.
About WPCS International Incorporated
WPCS -- http://www.wpcs.com/-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.
WPCS reported a net loss attributable to the Company's common
shareholders of $11.3 million on $24.4 million of revenue for the
year ended April 30, 2015, compared with a net loss attributable to
the Company's common shareholders of $11.2 million on $15.7 million
of revenue for the year ended April 30, 2014.
As of April 30, 2015, the Company had $15.1 million in total
assets, $15.3 million in total liabilities and a $139,064 total
deficit.
WPCS INTERNATIONAL: Needs More Time to File Form 10-Q
-----------------------------------------------------
WPCS International Incorporated informed the Securities and
Exchange Commission it cannot file its quarterly report on Form
10-Q for the period ended July 31, 2015, within the prescribed time
period because of delays in compiling the information for the
preparation of the financial statements and management's discussion
and analysis which could not be eliminated without unreasonable
effort or expense.
The Company said it is working diligently with its auditors to
complete its Quarterly Report and expects to file such Report no
later than five days following its prescribed due date
About WPCS International Incorporated
WPCS -- http://www.wpcs.com/-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.
WPCS reported a net loss attributable to the Company's common
shareholders of $11.3 million on $24.4 million of revenue for the
year ended April 30, 2015, compared with a net loss attributable to
the Company's common shareholders of $11.2 million on $15.7 million
of revenue for the year ended April 30, 2014.
As of April 30, 2015, the Company had $15.1 million in total
assets, $15.3 million in total liabilities and a $139,064 total
deficit.
XERIUM TECHNOLOGIES: Moody's Assigns B2 Rating to New Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Xerium
Technologies, Inc.'s proposed $495 million senior secured term loan
B due 2022. Moody's also affirmed Xerium's B2 corporate family
rating, B2-PD probability of default rating and SLG-2 speculative
grade liquidity rating. The proceeds of the new term loan will be
used to repay the existing $225 million term loan due 2019 and $236
million of 8.875% senior unsecured notes due 2018. We affirmed the
corporate family rating as the transaction is largely leverage
neutral, but we expect the company to benefit from lower interest
expense and extended maturity profile. The ratings outlook is
stable.
Moody's took the following actions for Xerium Technologies, Inc.
-- Affirmed B2 CFR
-- Affirmed B2-PD PDR
-- Affirmed SGL-2 Speculative Grade Liquidity
-- Assigned B2, (LGD 3) to $495 million senior secured term loan B
due 2022
The ratings outlook is stable.
RATINGS RATIONALE
Xerium's B2 corporate family rating reflects high leverage, small
revenue base and vulnerability of earnings to the cyclical paper
and packaging industry, including to the paper grades in secular
decline. Earnings are also impacted by volatile input costs and
currency translation effects. Xerium benefits from being one of the
few global suppliers of machine clothing and roll covers and from
exposure to diverse geographic end markets and various paper and
packaging grades. The rating is supported by the improvement in
operating margins, which we expect to continue over the next 12 to
18 months as a result of the company's optimization efforts and
start-up of new facilities. While weaker North American graphic
paper and newsprint markets will negatively impact results in 2015,
we anticipate that the company's performance will continue to
exhibit generally improving trends in 2016 as many of its
profit-enhancing initiatives ramp up. Though restructuring
initiatives will still require significant capital in 2015, the
total amount of investments will taper off in 2016 and the company
should start generating a modest level of free cash flow. The
management has committed to dedicating free cash flow to debt
repayment, setting a target of paying down approximately $100
million of debt over the next three years. The rating also benefits
from the company's good liquidity.
The B2 rating on the senior secured term loan B due 2022 is in line
with the corporate family rating since it represents the majority
of debt in the capital structure. The term loan is secured on the
first priority basis by assets of all domestic borrowers and
guarantors and by a second lien on the collateral securing the $55
million ABL revolver (not rated by Moody's). The loan is guaranteed
by all existing and future direct or indirect wholly owned domestic
subsidiaries of Xerium Technologies, Inc. As of December 31, 2014,
non-guarantor subsidiaries accounted for approximately $395.8
million or 72.9% of the company's net sales and $480.9 million or
80.9% of total assets and $257.7 million or 38.6% of total
liabilities.
The stable outlook reflects our expectation that Xerium will reduce
financial leverage as it begins to grow its EBITDA and generate
free cash flow in 2016 that it will apply toward debt reduction.
The ratings or outlook could be raised over time if additional debt
is retired and financial leverage and interest coverage approach
and are sustained below 4.5 times and above 2.5 times,
respectively.
The ratings or outlook could be lowered if Xerium loses market
share, margins erode materially, or if financial leverage rises
above 6 times over the next 12 to18 months and liquidity
deteriorates.
Xerium Technologies, Inc., headquartered in Raleigh, NC, is a
manufacturer and supplier of products used primarily in the
production of paper such as paper machine clothing and roll covers.
Xerium generated revenues of approximately $514 million for the 12
months ending June 30, 2015.
XERIUM TECHNOLOGIES: S&P Affirms 'B' CCR; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed all of
its ratings on Xerium Technologies Inc., including S&P's 'B'
corporate credit rating. The outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $495 million term loan
due 2022. The '3' recovery rating reflects S&P's expectation of
meaningful (50%-70%; higher end of the range) recovery in the event
of a payment default. S&P do not expect that the proposed term
loan will be subject to any financial covenant tests. Xerium's
proposed $55 million asset-based revolving facility due 2020 is
unrated.
"The affirmation reflects our belief that Xerium's actions to
rationalize its footprint and reduce costs, combined with the
growth in the emerging markets, will help it generate above average
profitability, allowing the company to maintain credit measures
that are appropriate for our rating," said Standard & Poor's credit
analyst James Siahaan. "Although we expect the demand for Xerium's
consumable paper products to be soft in the mature North American
and Western European markets, demand from emerging markets in Asia,
South America, and Eastern Europe continues to grow." Xerium
recently established plants in China and Turkey to provide it with
additional capacity in areas where operating conditions are
supportive.
The stable outlook reflects that, despite S&P's assumptions of slow
growth conditions, Xerium's recent cost-cutting activities should
enable it to maintain its earnings performance and keep its
adjusted debt-to-EBITDA metric in-line with the 5x-6x range that
S&P expects for the current rating.
S&P could lower its rating on Xerium if S&P believes that the
company's debt leverage will increase to 6x or above for an
extended period. This could happen if demand for the company's
paper products declines, if it faces increased pricing pressures,
or if adverse foreign-exchange movements hurt the company's EBITDA
generation. In addition, predominantly debt-funded acquisitions
could increase the company's debt leverage.
S&P could raise its rating on Xerium if the company reduces its
debt leverage below 5x and S&P expects it to remain there. This
could occur if the company sees some revenue growth, maintains
stable operating margins, and uses its free cash flow for debt
reduction. S&P would also expect the company to adopt a financial
policy that is consistent with the higher rating.
[*] Thompson Hine Lawyers Included in New York Super Lawyers List
-----------------------------------------------------------------
Thompson Hine LLP on Sept. 16 disclosed that nine of its lawyers
were recently selected for inclusion in 2015 New York Super
Lawyers(R), two of whom were included as Rising Stars. The lawyers
are members of the firm's Business Litigation, Business
Restructuring, Creditors' Rights & Bankruptcy, Commercial & Public
Finance and Real Estate practices. Super Lawyers, which
distinguishes the top 5 percent of attorneys in each state in more
than 70 practice areas, recognizes those who have attained a high
degree of peer recognition and professional achievement. Rising
Stars, chosen by their peers as the most recognizable up-and-coming
lawyers, represent 2.5 percent of attorneys in New York.
The Thompson Hine lawyers selected are:
Tammy P. Bieber, a partner in the Business Litigation group and its
White Collar subgroup, focuses on shareholder litigation and
securities enforcement, government and internal investigations,
accountants' liability and bankruptcy litigation. Her practice has
a particular emphasis on audit and accounting issues. She
previously served as the Senior Legal Advisor to the Chief
Accountant of the U.S. Securities and Exchange Commission.
Norman A. Bloch, a partner, chairs the White Collar subgroup of the
Business Litigation group. He focuses his practice primarily on
white collar criminal matters, representing companies and
individuals in FCPA, antitrust export controls, fraud (including
mortgage fraud, health care fraud, customs fraud, insider trading
and securities fraud, government contract fraud, student loan fraud
and bank fraud), LIBOR, FIRREA, public corruption, environmental,
labor racketeering, perjury, and RICO investigations and
prosecutions conducted by federal, state and foreign authorities.
Katherine D. Brandt, partner-in-charge of the New York office and a
former leader of the Commercial & Public Finance group, focuses her
practice on the development, negotiation and documentation of
complex commercial loan transactions, private debt, equity and
mezzanine placements, structured finance transactions, creditors'
rights matters, and sales and other dispositions of assets.
Ms. Brandt primarily represents corporate borrowers and issuers
across a wide range of industries.
Maranda E. Fritz, a partner in the Business Litigation group, is
nationally recognized for her success in white collar criminal and
civil litigation; she focuses on matters involving securities
fraud, money laundering, insurance fraud and health care fraud.
Among Fritz's clients are individuals, corporations, securities
brokerage firms and funds, and securities professionals, whom she
defends in white collar criminal proceedings, complex commercial
litigation and regulatory matters.
William H. Schrag, a partner in the Business Restructuring,
Creditors' Rights & Bankruptcy group, focuses his practice in the
areas of bankruptcy, commercial litigation and creditors' rights.
He represents clients in domestic and international bankruptcy
litigation, workouts, corporate reorganization and related matters.
He represents major financial institutions, manufacturers,
institutional creditors, official creditors' committees, Chapter 11
trustees, purchasers of estate assets and court-appointed examiners
in U.S. and cross-border bankruptcy proceedings. Mr. Schrag also
represents commercial lenders in state and federal courts in
actions to enforce creditors' rights and to defend against lender
liability claims.
Michael G. Shannon, a partner in the Business Litigation group,
defends broker-dealers, brokers and clearing firms and represents
members of the financial services industry in litigations,
arbitrations, mediations and regulatory matters. He has extensive
experience with hundreds of SRO securities arbitration claims (with
more than 70 clearing firm cases) involving a wide range of
substantive issues including fraud, suitability, margin,
unauthorized trading, regulatory violations, marketing and sales,
churning, raiding and SIPC. Mr. Shannon also has more than 30
years of diverse experience as a commercial litigator including
securities, antitrust, employment discrimination, RICO, trademark,
bankruptcy, hospitality, real estate, estates, class actions and
white collar criminal defense.
Mario J. Suarez, a partner in the Real Estate group, has
considerable experience in complex commercial real estate
transactions, construction, and domestic and international
commercial transactions. He focuses his practice on the
acquisition and disposition of commercial buildings and building
portfolios; office and retail leasing and related transactions;
representation of institutional and non-institutional equity
investors; real estate joint venture transactions; representation
of lenders and borrowers with respect to construction and permanent
loans and structured financings; workouts and restructurings;
construction and design relationships; sale-leaseback and ground
lease development and financings; international real estate
development; and zoning, land-use and landmark designation matters.
He also has related corporate transaction and litigation
experience.
The lawyers included on this year's New York Super Lawyers Rising
Stars list are:
Gabrielle Y. Vazquez, an associate in the Business Litigation
group, focuses her practice on complex commercial disputes,
financial services liability and product liability in state and
federal courts across the country. She is experienced in all
phases of litigation including settlement negotiations, arbitration
and mediation, discovery, dispositive motion practice, trial and
appeal.
John J. Zefutie, Jr., counsel in the Business Litigation group,
concentrates on complex commercial disputes, consumer fraud class
actions, product liability actions, financial services litigation,
toxic tort litigation, contract disputes, and restrictive covenant
and unfair competition litigation. His experience encompasses all
stages of litigation, from advising and collaborating with clients
on developing effective trial strategies through handling
pleadings, discovery, dispositive motions, bench and jury trials,
and appeals.
About Thompson Hine LLP
Thompson Hine LLP, a full-service business law firm with
approximately 400 lawyers in 7 offices, is ranked among the top 4
U.S. firms for Value for the Dollar and Commitment to Help and
named a Top 5 firm for Client Service Excellence in independent
surveys of more than 300 in-house counsel. For 3 straight years,
Thompson Hine has distinguished itself in all areas of Service
Delivery Innovation and is one of only 5 firms noted in the BTI
Brand Elite for "making changes to improve the client experience."
The firm's commitment to innovation is embodied in Thompson Hine
SmartPaTHSM -- a smarter way to work -- predictable, efficient and
aligned with client goals. Key components of SmartPaTH include
Legal Project Management, Value-Based Pricing, Flexible Staffing
and Process Efficiency.
[^] BOND PRICING: For Week from Sept. 14 to 18, 2015
----------------------------------------------------
Company Ticker Coupon Bid Price Maturity Date
------- ------ ------ --------- -------------
ACE Cash Express Inc AACE 11.000 38.875 2/1/2019
ACE Cash Express Inc AACE 11.000 48.000 2/1/2019
Affinion
Investments LLC AFFINI 13.500 50.500 8/15/2018
Alpha Appalachia
Holdings Inc ANR 3.250 6.000 8/1/2015
Alpha Natural
Resources Inc ANR 6.000 4.020 6/1/2019
Alpha Natural
Resources Inc ANR 9.750 4.000 4/15/2018
Alpha Natural
Resources Inc ANR 6.250 4.100 6/1/2021
Alpha Natural
Resources Inc ANR 7.500 8.250 8/1/2020
Alpha Natural
Resources Inc ANR 3.750 3.000 12/15/2017
Alpha Natural
Resources Inc ANR 4.875 3.000 12/15/2020
Alpha Natural
Resources Inc ANR 7.500 7.000 8/1/2020
Alpha Natural
Resources Inc ANR 7.500 25.500 8/1/2020
American Eagle
Energy Corp AMZG 11.000 19.750 9/1/2019
American Eagle
Energy Corp AMZG 11.000 19.750 9/1/2019
Arch Coal Inc ACI 7.000 8.000 6/15/2019
Arch Coal Inc ACI 7.250 10.475 6/15/2021
Arch Coal Inc ACI 9.875 14.785 6/15/2019
Arch Coal Inc ACI 7.250 10.000 10/1/2020
Arch Coal Inc ACI 8.000 12.750 1/15/2019
Arch Coal Inc ACI 8.000 9.600 1/15/2019
BPZ Resources Inc BPZR 8.500 10.750 10/1/2017
BPZ Resources Inc BPZR 6.500 12.100 3/1/2015
BPZ Resources Inc BPZR 6.500 10.625 3/1/2049
Caesars Entertainment
Operating Co Inc CZR 10.000 34.125 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.750 28.500 2/1/2016
Caesars Entertainment
Operating Co Inc CZR 12.750 32.500 4/15/2018
Caesars Entertainment
Operating Co Inc CZR 6.500 39.250 6/1/2016
Caesars Entertainment
Operating Co Inc CZR 10.000 34.375 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.750 40.000 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.000 33.875 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.000 33.875 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.750 12.250 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.750 28.125 2/1/2016
Caesars Entertainment
Operating Co Inc CZR 10.000 33.875 12/15/2018
Cal Dive
International Inc CDVI 5.000 0.010 7/15/2017
Champion
Enterprises Inc CHB 2.750 0.250 11/1/2037
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Claire's Stores Inc CLE 8.875 42.000 3/15/2019
Claire's Stores Inc CLE 7.750 34.750 6/1/2020
Claire's Stores Inc CLE 7.750 31.750 6/1/2020
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.750 20.250 11/15/2017
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.750 19.375 11/15/2017
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.750 19.375 11/15/2017
Community Choice
Financial Inc CCFI 10.750 34.700 5/1/2019
Comstock Resources Inc CRK 7.750 28.000 4/1/2019
Comstock Resources Inc CRK 9.500 32.475 6/15/2020
Constellation
Enterprises LLC CONENT 10.625 84.500 2/1/2016
Constellation
Enterprises LLC CONENT 10.625 84.875 2/1/2016
Crestwood Equity
Partners LP / CEQP
Finance Corp NRGY 7.000 99.500 10/1/2018
Dendreon Corp DNDN 2.875 71.625 1/15/2016
EPL Oil & Gas Inc EXXI 8.250 32.000 2/15/2018
EXCO Resources Inc XCO 7.500 36.000 9/15/2018
Emerald Oil Inc EOX 2.000 26.750 4/1/2019
Endeavour
International Corp END 12.000 9.250 3/1/2018
Endeavour
International Corp END 12.000 9.250 3/1/2018
Endeavour
International Corp END 12.000 9.250 3/1/2018
Energy & Exploration
Partners Inc ENEXPR 8.000 19.875 7/1/2019
Energy & Exploration
Partners Inc ENEXPR 8.000 19.375 7/1/2019
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future
Intermediate Holding
Co LLC / EFIH
Finance Inc TXU 10.000 1.850 12/1/2020
Energy Future
Intermediate Holding
Co LLC / EFIH
Finance Inc TXU 10.000 1.875 12/1/2020
Energy Future
Intermediate Holding
Co LLC / EFIH
Finance Inc TXU 6.875 1.875 8/15/2017
Energy XXI Gulf
Coast Inc EXXI 9.250 26.000 12/15/2017
Energy XXI Gulf
Coast Inc EXXI 7.500 19.250 12/15/2021
Energy XXI Gulf
Coast Inc EXXI 6.875 19.250 3/15/2024
Energy XXI Gulf
Coast Inc EXXI 7.750 21.500 6/15/2019
FBOP Corp FBOPCP 10.000 1.843 1/15/2009
FairPoint
Communications
Inc/Old FRP 13.125 1.879 4/2/2018
Fleetwood
Enterprises Inc FLTW 14.000 3.557 12/15/2011
GT Advanced
Technologies Inc GTAT 3.000 28.100 10/1/2017
GT Advanced
Technologies Inc GTAT 3.000 28.500 12/15/2020
Getty Images Inc GYI 7.000 30.500 10/15/2020
Getty Images Inc GYI 7.000 41.000 10/15/2020
Goodman Networks Inc GOODNT 12.125 57.357 7/1/2018
Goodrich Petroleum Corp GDP 5.000 22.000 10/1/2032
Goodrich Petroleum Corp GDP 8.875 25.221 3/15/2019
Goodrich Petroleum Corp GDP 8.875 24.125 3/15/2019
Goodrich Petroleum Corp GDP 8.875 24.125 3/15/2019
Gymboree Corp/The GYMB 9.125 30.232 12/1/2018
Halcon Resources Corp HKUS 9.750 37.000 7/15/2020
Hercules Offshore Inc HERO 8.750 56.834 7/15/2021
Hercules Offshore Inc HERO 6.750 27.250 4/1/2022
Hercules Offshore Inc HERO 7.500 31.250 10/1/2021
Hercules Offshore Inc HERO 10.250 21.375 4/1/2019
Hercules Offshore Inc HERO 7.500 18.625 10/1/2021
Hercules Offshore Inc HERO 8.750 20.125 7/15/2021
Hercules Offshore Inc HERO 10.250 21.375 4/1/2019
Hercules Offshore Inc HERO 6.750 18.625 4/1/2022
Las Vegas Monorail Co LASVMC 5.500 1.026 7/15/2019
Lehman Brothers
Holdings Inc LEH 5.000 8.875 2/7/2009
Lehman Brothers
Holdings Inc LEH 4.000 8.875 4/30/2009
Lehman Brothers Inc LEH 7.500 1.067 8/1/2026
Linn Energy LLC /
Linn Energy
Finance Corp LINE 8.625 34.380 4/15/2020
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.250 32.000 11/1/2019
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.500 33.500 5/15/2019
Linn Energy LLC /
Linn Energy
Finance Corp LINE 7.750 28.625 2/1/2021
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.500 25.890 9/15/2021
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.250 31.750 11/1/2019
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.250 31.750 11/1/2019
MF Global Holdings Ltd MF 6.250 15.250 8/8/2016
MF Global Holdings Ltd MF 3.375 15.250 8/1/2018
MF Global Holdings Ltd MF 9.000 15.250 6/20/2038
MModal Inc MODL 10.750 10.125 8/15/2020
Magnetation LLC /
Mag Finance Corp MAGNTN 11.000 20.125 5/15/2018
Magnetation LLC /
Mag Finance Corp MAGNTN 11.000 20.125 5/15/2018
Magnetation LLC /
Mag Finance Corp MAGNTN 11.000 20.125 5/15/2018
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 30.000 10/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 9.250 27.500 6/1/2021
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 28.000 10/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 28.000 10/1/2020
Molycorp Inc MCP 10.000 15.875 6/1/2020
Molycorp Inc MCP 6.000 0.550 9/1/2017
Molycorp Inc MCP 5.500 0.550 2/1/2018
New Gulf
Resources LLC/
NGR Finance Corp NGREFN 12.250 31.250 5/15/2019
New Gulf
Resources LLC/
NGR Finance Corp NGREFN 12.250 31.000 5/15/2019
New Gulf
Resources LLC/
NGR Finance Corp NGREFN 12.250 31.000 5/15/2019
Nine West Holdings Inc JNY 8.250 44.250 3/15/2019
Nine West Holdings Inc JNY 6.875 31.000 3/15/2019
Nine West Holdings Inc JNY 8.250 42.500 3/15/2019
Noranda Aluminum
Acquisition Corp NOR 11.000 34.500 6/1/2019
OMX Timber Finance
Investments II LLC OMX 5.540 17.250 1/29/2020
Peabody Energy Corp BTU 6.000 34.250 11/15/2018
Peabody Energy Corp BTU 6.500 26.183 9/15/2020
Peabody Energy Corp BTU 6.250 25.000 11/15/2021
Peabody Energy Corp BTU 4.750 11.500 12/15/2041
Peabody Energy Corp BTU 6.250 25.000 11/15/2021
Peabody Energy Corp BTU 6.000 34.625 11/15/2018
Peabody Energy Corp BTU 6.000 34.625 11/15/2018
Peabody Energy Corp BTU 6.250 25.000 11/15/2021
Penn Virginia Corp PVA 8.500 30.250 5/1/2020
Penn Virginia Corp PVA 7.250 28.250 4/15/2019
Powerwave
Technologies Inc PWAV 2.750 0.125 7/15/2041
Powerwave
Technologies Inc PWAV 1.875 0.125 11/15/2024
Powerwave
Technologies Inc PWAV 1.875 0.125 11/15/2024
Quicksilver
Resources Inc KWKA 9.125 6.250 8/15/2019
Quicksilver
Resources Inc KWKA 11.000 6.250 7/1/2021
Quiksilver Inc /
QS Wholesale Inc ZQK 10.000 11.000 8/1/2020
Rolta LLC RLTAIN 10.750 55.750 5/16/2018
Sabine Oil & Gas Corp SOGC 7.250 15.250 6/15/2019
Sabine Oil & Gas Corp SOGC 7.500 15.500 9/15/2020
Sabine Oil & Gas Corp SOGC 9.750 12.000 2/15/2017
Sabine Oil & Gas Corp SOGC 7.500 15.375 9/15/2020
Sabine Oil & Gas Corp SOGC 7.500 15.375 9/15/2020
Samson Investment Co SAIVST 9.750 1.000 2/15/2020
SandRidge Energy Inc SD 7.500 28.500 3/15/2021
SandRidge Energy Inc SD 8.750 29.765 1/15/2020
SandRidge Energy Inc SD 8.125 27.000 10/15/2022
SandRidge Energy Inc SD 8.125 29.976 10/16/2022
SandRidge Energy Inc SD 7.500 28.375 3/15/2021
SandRidge Energy Inc SD 7.500 28.375 3/15/2021
Savient
Pharmaceuticals Inc SVNT 4.750 0.225 2/1/2018
Sequa Corp SQA 7.000 52.490 12/15/2017
Sequa Corp SQA 7.000 52.500 12/15/2017
SquareTwo
Financial Corp SQRTW 11.625 52.570 4/1/2017
Swift Energy Co SFY 7.875 28.500 3/1/2022
Swift Energy Co SFY 7.125 29.375 6/1/2017
Swift Energy Co SFY 8.875 28.527 1/15/2020
TMST Inc THMR 8.000 15.555 5/15/2013
Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15.000 15.500 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.500 15.250 11/1/2016
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15.000 15.000 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.500 14.125 11/1/2016
US Shale Solutions Inc SHALES 12.500 20.500 9/1/2017
Venoco Inc VQ 8.875 24.200 2/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 29.000 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 31.000 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 18.000 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.375 45.337 8/1/2016
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 13.000 13.500 8/1/2020
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 8.750 14.000 2/1/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 13.000 13.500 8/1/2020
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 27.125 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 79.000 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 15.625 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 27.125 1/15/2019
Walter Energy Inc WLTG 9.500 40.000 10/15/2019
Walter Energy Inc WLTG 9.875 1.250 12/15/2020
Walter Energy Inc WLTG 9.500 49.500 10/15/2019
Walter Energy Inc WLTG 9.500 40.000 10/15/2019
Walter Energy Inc WLTG 9.500 40.000 10/15/2019
Warren Resources Inc WRES 9.000 30.250 8/1/2022
Warren Resources Inc WRES 9.000 29.500 8/1/2022
Warren Resources Inc WRES 9.000 29.500 8/1/2022
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2015. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
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*** End of Transmission ***