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T R O U B L E D C O M P A N Y R E P O R T E R
Monday, October 5, 2015, Vol. 19, No. 278
Headlines
ADVANCE WATCH: Has $18.5 Million DIP Agreement with Wells Fargo
ADVANCE WATCH: Hires Epiq as Administrative Agent
ADVANCE WATCH: Proposes Epiq as Claims and Notice Agent
ADVANCE WATCH: Proposes Nov. 4 Deadline to Submit Bids
ADVANCE WATCH: Seeks 45-Day Extension for Schedules and SOFA
ADVANCE WATCH: Seeks Joint Administration of Cases
ADVANCED MICRO: Adopts Restructuring Plan; to Cut Workforce by 5%
AFFINION GROUP: S&P Lowers CCR to 'CC', Outlook Negative
ALEXZA PHARMACEUTICALS: Announces Management Promotions
ALEXZA PHARMACEUTICALS: CFO Mark Oki Resigns
ALPHA NATURAL: Court Approves Hiring of KPMG as Auditor
ALPHA NATURAL: Court Approves Hunton & Williams as Co-counsel
ALPHA NATURAL: Court Okays Alvarez & Marsal as Financial Advisor
ALPHA NATURAL: Files Rule 2015.3 Periodic Report
ALPHA NATURAL: Inks Second Out DIP Credit Deal with Citicorp NA
ALPHA NATURAL: Mooney Green, 2 Others File Rule 2019 Statements
ALPHA NATURAL: Wolcott Rivers Files Rule 2019 Statement
AMERICAN POWER: Appoints Chuck McDermott as New Board Member
ANNA'S LINENS: Hilco Streambank Okayed as IP Marketing Agent
ANNA'S LINENS: Pachulski Stang Approved as Counsel to Panel
ANNA'S LINENS: PricewaterhouseCoopers OK'd as Financial Advisor
AOXING PHARMACEUTICAL: Obtains $3 Million From Securities Offering
ATLANTIC CITY, NJ: State Approves City Budget to Address Deficit
B&G FOODS: S&P Affirms 'BB-' CCR, Off CreditWatch Negative
BAHA MAR: Ch. 11 Case Dismissed
BAHA MAR: Northshore Files Schedules of Assets and Liabilities
BERNARD L. MADOFF: Can't Claw Back Overseas Transfers, Firms Say
BIRMINGHAM COAL: Administrator Withdraws Bid to Convert Case
BIRMINGHAM COAL: Governmental Bar Date Extended Until Nov. 23
BIRMINGHAM COAL: Reiterates Bid for More Time to Decide on Leases
BLACK ELK: Ch. 11 Case Reassigned to Judge Marvin Isgur
BLACK ELK: Granted Complex Chapter 11 Bankruptcy Case Treatment
BLACK ELK: Had Until Sept. 30 to File Schedules and Statements
BLACK ELK: Had Until Sept. 30 to File Schedules and Statements
BLACK ELK: U.S. Trustee Forms Five-Member Creditors' Committee
CAESARS ENTERTAINMENT: Wants $8MM Laundering Compliance Fine Okayed
CANNERY CASINO: S&P Puts 'B-' CCR on CreditWatch Negative
CHARLOTTE RUSSE: S&P Lowers Corp. Credit Rating to 'B'
CHINA MEDICAL: Paul Weiss Must Submit Privileged Docs, Court Says
CHRYSLER GROUP: Execs Ask 6th Circuit to Reopen Benefits Suit
COCRYSTAL PHARMA: Board OKs Appointment of CEO and CMO
COLT DEFENSE: Union Balks at Proposed Claims Bar Date
COLTS NECK GOLF: Denial of Bid to Appoint Ch. 11 Trustee Affirmed
COMPUTER SCIENCES: S&P Assigns 'BB+' CCR, Outlook Stable
CONTOURGLOBAL LP: Fitch Assigns 'B+' LT Issuer Default Rating
CRYOPORT INC: Appoints Robert Hariri to Board of Directors
CTI BIOPHARMA: Court Preliminary Okays Derivative Suit Settlement
CTI BIOPHARMA: Has Negative $18M Financial Standing at Aug. 31
CTI BIOPHARMA: Mark Lampert Reports 5.2% Stake as of Sept. 24
CYBERCO: Judge Enters $80MM Judgment Against Huntington National
DAVID CHARRON: Can't Dodge $364K Contempt Fine, Bankr. Judge Says
DETROIT, MI: Pensioners Lose Appeal From Bankruptcy Cuts
DEX MEDIA: S&P Lowers Corporate Credit Rating to 'SD'
DOVER DOWNS: Regains Compliance with NYSE Listing Standard
ENERGY COAL SPA: Seeks U.S. Recognition of Italian Reorganization
ENERGY COAL: Chapter 15 Case Summary
ENERGY FUTURE: Court Approves Amendments to Cash Collateral Order
ESTERLINA VINEYARDS: Taps Thomas K. Rackerby as Accountant
ESTERLINA VINEYARDS: Wants to Hire Provencher & Flatt as Counsel
FIRST DATA: Has Public Offering of 160 Million Class A Shares
FOREST CITY: Fitch Raises Rating on Secured Revolver Loan to BB
FREEDOM INDUSTRIES: Judge Inclined to Approve Liquidation Plan
FREESEAS INC: Incurs $21.8 Million Net Loss in H1 2015
FRESH PRODUCE: Liquidating Plan Set for Nov. 16 Hearing
GENERAL MOTORS: Response Brief Filed in Ignition Defect Case
GENON ENERGY: S&P Lowers CCR to 'CCC+', Outlook Stable
GEOMET INC: Bradford Whitmore Reports 27.3% Stake at Sept. 29
GREEN MOUNTAIN MINE: Case Summary & 5 Largest Unsecured Creditors
GT ADVANCED: Court Again Denies Employee Bonus Programs
GTT COMMUNICATIONS: S&P Assigns B+ CCR & Rates $450MM Facility B+
GUIDED THERAPEUTICS: Registers 40 Million Shares for Resale
HOME PROPERTIES: Moody's Lowers Issuer Rating to Ba2, Outlook Neg.
I.E. LIQUIDATION: Suit Against Litostroj Remains in Canada
ICAGEN INC: Signs Settlement Agreement with Joel Bellows
IMH FINANCIAL: Closes Sale of Mortgage Loan to SREOF for $11-Mil.
IMPLANT SCIENCES: Incurs $21.5M Net Loss in FY Ended June 30
INT'L MANUFACTURING: GECC Fails in Bid to Dismiss Clawback Suit
INTEGRATED STRUCTURES: Case Summary & 20 Top Unsecured Creditors
INVENERGY THERMAL: S&P Assigns Prelim. 'B+' Rating on $465MM Debt
ITUS CORP: Offering $10 Million Worth of Common Shares
JT THORPE: Limit on Firm's Claims Filing Against Trust Remains
KITTUSAMY LLP: Granted Relief Under Chapter 11
KITTUSAMY LLP: Has Interim Authority to Use Cash Collateral
KRATON PERFORMANCE: S&P Puts 'B+' CCR on CreditWatch Negative
LESLIE RESOURCES: Court Refuses to Remand Suit Over CTB Funds
LINCOLN PAPER: Gets Interim Approval for $6.6M DIP Financing
LINCOLN PAPER: Ordered to Submit Required Documents
LINCOLN PAPER: Section 341 Meeting Set for October 29
LIQUIDMETAL TECHNOLOGIES: Walter Weyler Appointed as Director
MEDIASHIFT INC: Section 341 Meeting Scheduled for November 6
METALICO INC: Carlos Aguero No Longer a Shareholder
METALICO INC: Total Merchant Reports 100% Stake as of Sept. 11
MIDSTATES PETROLEUM: R/C IV Eagle Owns 32.2% Stake as of Sept. 30
MILLENNIUM HEALTH: Lenders Sparring Over Bankruptcy Plan
MILLER ENERGY: Hires Prime Clerk as Claims and Noticing Agent
MILLER ENERGY: Obtains Commitment for $20-Mil. DIP Financing
MILLER ENERGY: Seeks Joint Administration of Cases
MILLER ENERGY: Wants Oct. 30 Deadline to File Schedules
MINUTEMAN SPILL: Bid to Transfer Venue Denied
MMM HOLDINGS: S&P Lowers Counterparty Credit Rating to 'D'
MOLYCORP INC: Director Says $3MM Bonus Plan Fairly Pays Execs
MONTREAL MAINE: Final Hearing Today on $341MM Settlement
NEPHROS INC: Obtains Funding from Warrant Exercise by Wexford
NET ELEMENT: Extends Letter Agreements Moratorium Date to Oct. 11
NEWLEAD HOLDINGS: Announces Time Charter of Newlead Castellano
NEWLEAD HOLDINGS: Commercial Performance of Newlead Granadino
OCONEE REGIONAL: S&P Puts 'CCC' Rating on CreditWatch Negative
OIL & GAS COS: S&P Takes Rating Actions on 25 Companies
ORBITAL ATK: S&P Raises Rating on $300MM Unsecured Notes to 'BB'
OTIS PRODUCTIONS: Case Summary & 3 Largest Unsecured Creditors
PARADIGM EAST: Township Opposes Plan, Wants Taxes Paid
PATRIOT COAL: Panel Balks at Cash Use Termination, Case Conversion
PBF HOLDING: S&P Retains 'BB-' CCR on CreditWatch Positive
PETTERS COMPANY: PE Funds' Bid to Intervene Granted
PHARMACYTE BIOTECH: Director Richard Goldfarb Resigns
PHOENIX COS: A.M. Best Puts 'b' Issuer Credit Rating Under Review
PHOENIX COS: S&P Affirms 'B-' LongTerm Counterparty Credit Rating
PHOTOMEDEX INC: Fails to Comply with NASDAQ Listing Standard
PORTER BANCORP: Completes Debt for Equity Exchange
QUIKSILVER INC: Former Exec Fights Request to Nix Severance Deals
RADIOSHACK CORP: Former Managers Seek Class Certification
RADIOSHACK CORP: Proposes TSA, Indemnification Settlements
RELATIVITY MEDIA: Anchorage, Falcon et al. Win Bidding for TV Biz
RELATIVITY MEDIA: CEO, Group to Acquire All Assets, Except TV Biz
RESPONSE GENETICS: Cancer Genetics Gets Court OK to Buy Assets
ROSETTA GENOMICS: To File June 30 Form 10-Q by Oct. 28
SEANERGY MARITIME: Dimitris Anagnostopoulos Elected to Board
SEARS HOLDINGS: Edward Lampert Reports 54.1% Stake as of Oct. 1
SECOND CHANCE: Govt Seeks Reconsideration in False Claims Act Suits
SEQUENOM INC: Former CEO to Get $846,000 Separation Pay
SEVEN COUNTIES: Court Enters Final Decree Closing Chapter 11 Case
SHERIDAN INVESTMENT I: Moody's Lowers CFR to 'B2', Outlook Neg
SHERIDAN INVESTMENT II: Moody's Lowers CFR to B3, Outlook Negative
SOTHEBY'S: Decision to Increase Lending Can Weaken Credit Rating
SPENDSMART NETWORKS: Jerry Rubinstein Named Board Chairman
SPENDSMART NETWORKS: Signs Consulting Agreement with Siskey
ST. CATHERINE HOSPITAL: 2013 HAF Subject to Automatic Stay
STANDARD PACIFIC: S&P Raises Corp. Credit Rating to 'BB'
STEREOTAXIS INC: Warrants Delisted From NASDAQ
SUCAMPO PHARMACEUTICALS: S&P Assigns 'B' Corp. Credit Rating
TARGETED MEDICAL: Squar Milner is New Accountants
TERESA GIUDICE: Former Bankr. Counsel Wants Malpractice Suit Nixed
THERAKOS INC: S&P Raises CCR to 'BB-', Outlook Negative
TRANS-LUX CORP: To Commence Rights Offering on Oct. 14
TRANSGENOMIC INC: To Divest GAP Business Unit to ADSTEC for $300K
VERTIS HOLDINGS: RAG's Bid to Amend Complaint Denied
VIACAO AREA SAO PAULO: U.S. Judge Approves Chapter 15 Petition
VIGGLE INC: Borrows $1M Under $10M Sillerman Credit Facility
VIGGLE INC: Signs Separation Agreement with Former CRO
VISUALANT INC: Extends Promissory Notes Due Date to Dec. 31
WALDEN REAL ESTATE: Case Summary & Largest Unsecured Creditor
WAVE SYSTEMS: KPMG Resigns as Principal Accountants
WBH ENERGY: Gets Approval of Agreement With Copano Field
WPCS INTERNATIONAL: Has 2.1 Million Shares Resale Prospectus
ZOGENIX INC: Reports Positive Results for Relday Phase 1b Trial
[*] Fitch Releases Cross-Asset Default Update
[*] House Panel Considers Legislation to Reform CFPB
[*] More Canada Debt Headed for Distress, Trilogy Says
[*] Private Equity Firms Rush to Buy Troubled Home Mortgages
[*] Regulators Fail in Bid to Dismiss Payday Lenders' Suit
[*] Senate Banking Subcommittee Examines SIPC Oversight
[*] Stakeholders Have Mixed Views on Atty Fee Guidelines, Venue
[^] BOND PRICING: For the Week from Sept. 28 to Oct. 2, 2015
*********
ADVANCE WATCH: Has $18.5 Million DIP Agreement with Wells Fargo
---------------------------------------------------------------
Advance Watch Company Ltd., Sunburst Products, Inc. and GWG
International, Ltd. seek Bankruptcy Court's permission to obtain a
senior secured superpriority debtor-in-possession revolving credit
and letter of credit facility of up to $18.5 million from Wells
Fargo Bank, National Association, pursuant to the terms and
conditions of a Ratification and Amendment Agreement dated as of
Sept. 30, 2015. Proceeds of the financing will be used for working
capital and general corporate purposes, including payment of
Pre-Petition Obligation.
Specifically, the DIP Loan Documents will provide the Debtors with
access of up to $4 million in excess of the pre-petition lending
formulas, which the Debtors and their advisors have determined
should be sufficient to support the Debtors' ongoing operations
and reorganization activities through the pendency of their Chapter
11 cases.
"[T]he Debtors have an immediate need for access to liquidity to,
among other things, continue the operation of their business,
maintain important relationships with customers, landlords and
franchisees, meet payroll, procure goods and services from vendors
and suppliers and otherwise satisfy their working capital and
operational needs, all of which are required to preserve and
maintain the Debtors' going concern value for the benefit of all
parties in interest," said Jeffrey S. Sabin, Esq., at Venable LLP,
counsel to the Debtors.
The DIP Credit Agreement also provides the Debtors with immediate
access to cash collateral.
The DIP Facility bears an interest rate of prime rate plus 1.25%
for Base Rate Loans (as defined in the DIP Credit Agreement) and
LIBOR plus 2.75% for the LIBOR Rate Loans (as defined in the DIP
Credit Agreement).
The "Maturity Date" is the date that is the earlier of three months
from the date of the DIP Credit Agreement or such later date to
which DIP Loan Agent may consent in its sole and absolute
discretion.
On June 21, 2013, the Debtors entered into a revolving Credit
Agreement with Wells Fargo Bank, as administrative agent, and the
lenders. As of the Petition Date, the Debtors were indebted to the
Pre-Petition Loan Agent and the Pre-Petition Secured Lenders in an
aggregate outstanding principal amount of $13.3 million.
The Debtors propose to grant the DIP Loan Agent, for its own
benefit and the benefit of the DIP Lenders, senior, first-priority
liens on the Collateral securing the DIP Facility, and
superpriority claims in respect of the obligations under the DIP
Facility.
About Advance Watch
Advance Watch Company Ltd., Binda USA Holdings, Inc., Sunburst
Products, Inc. and GWG International, Ltd. filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Proposed Lead Case No.
15-12690) on Sept. 30, 2015. Jeffrey L. Gregg signed the petition
as chief restructuring officer.
The Debtors listed total assets of $41.4 million and total
liabilities of $98 million.
The Debtors have engaged Venable LLP as counsel.
Founded in 1974, Advance Watch is part of a privately-held global
enterprise that designs, assembles, markets, and distributes
consumer watches under the trade name Geneva Watch Group.
ADVANCE WATCH: Hires Epiq as Administrative Agent
-------------------------------------------------
Advance Watch Company, Ltd. and its debtor affiliates seek
Bankruptcy Court's authority to employ Epiq Bankruptcy Solutions,
LLC as administrative agent nunc pro tunc to the Petition Date.
The Debtors seek to retain Epiq to provide, as requested, among
other things, these administrative services:
a. Assist with, among other things, solicitation, balloting,
tabulation, and calculation of votes, as well as preparing
any appropriate reports, as required in furtherance of
confirmation of plan of reorganization;
b. Generate an official ballot certification and testify, if
necessary, in support of the ballot tabulation results;
c. Gather data in conjunction with the preparation, and assist
with the preparation, of the Debtors' schedules of assets
and liabilities and statements of financial affairs;
d. Generate, provide and assist with claims reports, claims
objections, exhibits, claims reconciliation, and related
matters; and
e. Provide such other claims processing, noticing,
solicitation, balloting, distributions, and other
administrative services.
Epiq's claims and noticing rates are:
Title Rates
----- ----------
Clerical/Administrative Support $30-$45
Case Manager $60-$80
IT / Programming $70-$120
Sr. Case Manager/ Dir. of Case Management $85-$155
Consultant/ Senior Consultant $145-$190
Director/Vice President $190
Executive Vice President Waived
The Debtors agree to reimburse Epiq for any reasonable out of
pocket expenses including, without limitation, transportation, long
distance communications, printing, photocopying, fax, postage and
related items.
The Services Agreement provides that the Debtors will indemnify,
defend and hold Epiq, its affiliates, parent, and each such
entity's officers, members, directors, agents, representatives,
managers, consultants and employees harmless under certain
circumstances specified in the Services Agreement, except in
circumstances resulting solely from Epiq's gross negligence or
willful misconduct.
Prior to the Petition Date, Epiq received a retainer of $10,000
from the Debtors.
To the best of the Debtors' knowledge, Epiq is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
About Advance Watch
Advance Watch Company Ltd., Binda USA Holdings, Inc., Sunburst
Products, Inc. and GWG International, Ltd. filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Proposed Lead Case No.
15-12690) on Sept. 30, 2015. Jeffrey L. Gregg signed the petition
as chief restructuring officer.
The Debtors listed total assets of $41.4 million and total
liabilities of $98 million.
The Debtors have engaged Venable LLP as counsel.
Founded in 1974, Advance Watch is part of a privately-held global
enterprise that designs, assembles, markets, and distributes
consumer watches under the trade name Geneva Watch Group.
ADVANCE WATCH: Proposes Epiq as Claims and Notice Agent
-------------------------------------------------------
Advance Watch Company, Ltd. and its debtor affiliates seek
Bankruptcy Court's authority to employ Epiq Bankruptcy Solutions,
LLC as notice and claims agent in order to relieve the Court and
the Clerk's Office of the heavy administrative and other burdens
associated with the number of creditors and other
parties-in-interest involved in their Chapter 11 cases.
The Debtors said their estates and their creditors will benefit
from Epiq's retention because Epiq has developed efficient and
cost-effective methods in this area of expertise.
Epiq's claims and noticing rates are:
Title Rates
----- -----------
Clerical/Administrative Support $30-$45
Case Manager $60-$80
IT / Programming $70-$120
Sr. Case Manager/ Dir. of Case Management $85-$155
Consultant/ Senior Consultant $145-$190
Director/Vice President $190
Executive Vice President Waived
The Debtors also propose that the cost of Epiq's services be paid
from their estates pursuant to Section 156(c) of the Bankruptcy
Code.
Prior to the Petition Date, the Debtors provided Epiq a retainer in
the amount of $10,000. Epiq will apply the retainer to all fees,
costs and expenses incurred pursuant to the Services Agreement.
Under the terms of the Engagement Letter, the Debtors have agreed
to indemnify, defend, and hold Epiq, its affiliates, parent, and
each such entity's officers, members, directors, agents,
representatives, managers, consultants, and employees harmless
under certain circumstances specified in the Engagement Letter,
except in circumstances resulting solely from Epiq's gross
negligence or willful misconduct or as otherwise provided in the
Engagement Letter.
To the best of the Debtors' knowledge, Epiq is a "disinterested
person," as defined in Section 101(14) of the Bankruptcy Code.
About Advance Watch
Advance Watch Company Ltd., Binda USA Holdings, Inc., Sunburst
Products, Inc. and GWG International, Ltd. filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Proposed Lead Case No.
15-12690) on Sept. 30, 2015. Jeffrey L. Gregg signed the petition
as chief restructuring officer.
The Debtors listed total assets of $41.4 million and total
liabilities of $98 million.
The Debtors have engaged Venable LLP as counsel.
Founded in 1974, Advance Watch is part of a privately-held global
enterprise that
designs, assembles, markets, and distributes consumer watches
under the trade name Geneva
Watch Group.
ADVANCE WATCH: Proposes Nov. 4 Deadline to Submit Bids
------------------------------------------------------
Advance Watch Company Ltd., et al., ask the Bankruptcy Court to
approve proposed bid procedures for the sale of substantially all
of their assets free and clear of liens, claims, encumbrances and
other interests.
The Debtors have determined that their declining revenues are
insufficient to support the continued operation their business as a
whole, thus, a prompt sale of their Assets is necessary to ensure
that those Assets are sold at their going concern values.
Sunshine Time Inc. had submitted a stalking horse bid for
$15,000,000 in cash, subject to higher or better offers.
"The Stalking Horse Bid is the result of extensive prepetition
marketing efforts and analysis. Given the exigencies of the
Debtors' financial condition and the restrictions in the Debtors'
postpetition financing and the Stalking Horse Bid itself, the
immediate sale of assets is the only means to avoid a fire-sale
liquidation of all of the Debtors' estates, which would result in
significantly less value for all stakeholders," said Jeffrey S.
Sabin, Esq., at Venable LLP, counsel to the Debtors.
The Stalking Horse Agreement represents a binding bid for the
"Purchased Assets" of the Company, including include certain
unexpired leases and contracts and certain inventory, equipment,
furnishings, books and records, and customer data.
The Stalking Horse Agreement provides that, upon the termination of
the Stalking Horse Agreement, the Debtors will pay the Stalking
Horse Bidder (a) the Stalking Horse Bidder's reasonable fees, costs
and expenses incurred in connection with the transactions
contemplated by that Agreement through the date of termination,
provided that the amount of such reimbursement does not exceed
$300,000 and (b) a termination fee of $350,000.
Bidding Procedures
The Bidding Procedures provide for standard bid protections, such
as initial overbid amounts and subsequent bidding increments. The
Stalking Horse Agreement includes provisions for the payment of
break-up fees and capped expense reimbursements, as an
administrative expense, upon the Debtors' consummation of a
transaction for with another bidder.
The following are the key provisions of the Bidding Procedures:
a. Cancellation of the Auction. Qualified Bids must be
received by the Bid Deadline on Nov. 4, 2015, at 12:00 p.m.
(noon) (Eastern Time). If a competing Qualified Bid is not
received by the Bid Deadline, the Debtors will cancel the
Auction and seek approval of a sale to the applicable
Stalking Horse Bidder at a Sale Hearing on Nov. 10, 2015, at
such time as is later set by the Court.
b. Good Faith Deposit. Potential Bidders may make one or more
credit bids of some or all of their claims to the full
extent permitted by Section 363(k) of the Bankruptcy Code;
however, to the extent that there is a cash component
to the bid, such bid must be (i) accompanied by a certified
check or wire transfer in the amount of $750,000 payable to
the order of the Debtors and (ii) written evidence of
available cash, a commitment for financing or ability to
timely obtain a satisfactory commitment if selected as the
Successful Bidder and such other evidence of ability to
consummate the transaction as the Debtors may reasonably
request.
c. Assessment of Qualified Bids. A Qualified Bid will be
valued by the Debtors based upon any and all factors that
the Debtors deem pertinent, including, among others,
(i) the amount of the Qualified Bid, (ii) the risks and
timing associated with consummating a transaction with the
Potential Bidder, (iii) any excluded Assets or executory
contracts and leases, and (iv) any other factors that the
Debtors may deem relevant to the Sale in consultation with
the Committee.
d. Purchase Price; Minimum Bid. The bidding will start at the
aggregate consideration for the Assets and terms proposed in
the Qualified Bid that the Debtors select as the highest and
best offer prior to the Auction. The initial minimum
overbid that may be offered by a bidder other than the
Stalking Horse Bidder is equal to the aggregate of the
Stalking Horse Bid, the Expense Reimbursement, and the
Breakup Fee, plus an initial minimum bid increment of
$150,000. Further bids will continue in increments of at
least $100,000.
e. Stalking Horse Credit Bid. The Stalking Horse Bidder will
have the ability to credit bid at the Auction the aggregate
amount of (i) the Expense Reimbursement in an amount equal
to either (x) as of the date of the Auction, the reasonable
fees, costs and expenses actually incurred by the Stalking
Horse Bidder in connection with the transactions
contemplated by the Stalking Horse Agreement not to exceed
$300,000, or (y) an amount agreed upon by the Debtors and
the Stalking Horse Bidder not to exceed $300,000; and (ii)
the Breakup Fee.
The Bidding Procedures establish the following key dates and times
for the sale process:
Oct. 26, 2015 Initial Bid Deadline/Deadline to Submit
Indication of Interest
Nov. 4, 2015, at 12:00 Bid Deadline
p.m. (noon) (Eastern Time)
Nov. 6, 2015, at 4:00 Deadline to Distribute Qualified Bids
p.m. (Eastern Time)
Nov. 9, 2015, at 9:00 Auction
a.m. (Eastern Time) Location: Otterbourg, Steindler,
Houston & Rosen, P.C., 230 Park Avenue
New York, New York 10169
Nov. 9, 2015, at 5:00 Objection Deadline to Sale/Assumption
p.m. (Eastern Time) and Assignment of Assigned Agreements
November 10, 2015, at Sale Hearing
such time as is later
set by the Court
About Advance Watch
Advance Watch Company Ltd., Binda USA Holdings, Inc., Sunburst
Products, Inc. and GWG International, Ltd. filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Proposed Lead Case No.
15-12690) on Sept. 30, 2015. Jeffrey L. Gregg signed the petition
as chief restructuring officer.
The Debtors listed total assets of $41.4 million and total
liabilities of $98 million.
The Debtors have engaged Venable LLP as counsel.
Founded in 1974, Advance Watch is part of a privately-held global
enterprise that designs, assembles, markets, and distributes
consumer watches under the trade name Geneva Watch Group.
ADVANCE WATCH: Seeks 45-Day Extension for Schedules and SOFA
------------------------------------------------------------
Advance Watch Company Ltd., et al., ask the Bankruptcy Court to
extend their deadlines to file their schedules of assets and
liabilities, schedule of current income and expenditures, and
schedule of executory contracts and unexpired leases and statement
of financial affairs to 45 days after the Petition Date.
Additionally, the Debtors request an extension of their deadline to
file the 2015.3 Reports pursuant to Bankruptcy Rule 2015.3(d) to 30
days after the date first set for the 341 Meeting.
Given the size, geographic scope, and complexity of their
operations, the Debtors anticipate that they will be unable to
complete their Schedules, SOFA, and 2015.3 Reports in the short
amount of time provided under Bankruptcy Rules 1007(c) and
2015.3(a).
The Debtors hold an aggregate amount of approximately $41,457,000
in assets and approximately $98,057,000 in liabilities as of the
Petition Date. The Debtors also estimate that, as of the Petition
Date, they have approximately 300 creditors on a combined basis
and
approximately 4,000 customers.
"While the Debtors, with the assistance of their professional
advisors, are mobilizing their employees to work diligently and
expeditiously in preparation of the Schedules, SOFA and 2015.3
Reports, the Debtors resources are strained," said Jeffrey S.
Sabin, Esq., at Venable LLP, counsel to the Debtors.
Furthermore, the Debtors do not believe that any of their creditors
will be prejudiced by the extension of time requested. The Debtors
said the requested extension is only for a limited time period, and
well in advance of substantial deadlines such as that for filing
claims against the estate.
Advance Watch Company Ltd., Binda USA Holdings, Inc., Sunburst
Products, Inc. and GWG International, Ltd. filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Proposed Lead Case No.
15-12690) on Sept. 30, 2015. Jeffrey L. Gregg signed the petition
as chief restructuring officer.
The Debtors have engaged Venable LLP as counsel.
Advance Watch engages in the design, manufacture, and distribution
of digital and analog watches, and clocks.
ADVANCE WATCH: Seeks Joint Administration of Cases
--------------------------------------------------
Advance Watch Company Ltd., Binda USA Holdings, Inc., Sunburst
Products, Inc. and GWG International, Ltd. ask the Bankruptcy Court
to direct joint administration of their Chapter 11 cases, for
administrative purposes only, under Case No. 15-12690.
The Debtors further seek authority to file, in the lead case, all
monthly operating reports required by the Operating Guidelines and
Reporting Requirements for Debtors in Possession and Trustees,
issued by the Office of the United States Trustee for the Southern
District of New York, by consolidating the information required for
each of the Debtors in one report that tracks and breaks out all of
the specific information on a Debtor-by-Debtor basis.
"Given the integrated nature of the Debtors' operations, joint
administration of their chapter 11 cases will provide significant
administrative convenience without harming the substantive rights
of any party in interest," said Jeffrey S. Sabin, Esq. at Venable
LLP, counsel to the Debtors.
According to Mr. Sabin, many of the motions, hearings, and orders
in these Chapter 11 cases will affect all of the Debtors. He
maintined that entry of the Order directing joint administration of
the Debtors' cases will reduce fees and costs by avoiding
duplicative filings and objections. Joint administration also will
allow the U.S. Trustee and all parties in interest to monitor these
chapter 11 cases with greater ease and efficiency, he added.
Advance Watch Company Ltd., Binda USA Holdings, Inc., Sunburst
Products, Inc. and GWG International, Ltd. filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Proposed Lead Case No.
15-12690) on Sept. 30, 2015. Jeffrey L. Gregg signed the petition
as chief restructuring officer. The Debtors estimated assets of
$10 million to $50 million and liabilities of $50 million to $100
million.
The Debtors have engaged Venable LLP as counsel.
Advance Watch engages in the design, manufacture, and distribution
of digital and analog watches, and clocks.
ADVANCED MICRO: Adopts Restructuring Plan; to Cut Workforce by 5%
-----------------------------------------------------------------
Advanced Micro Devices, Inc., adopted a restructuring plan focused
on the Company's ongoing efforts to simplify its business and align
resources around its priorities of building great products and
deepening customer relationships.
The Plan provides for a global workforce reduction of approximately
5%. The Plan includes organizational actions such as outsourcing
certain IT services and application development. The Plan also
anticipates a charge for the consolidation of certain real estate
facilities.
The Company currently expects to record restructuring and asset
impairment charges in the aggregate of approximately $42 million
resulting from the Plan. The Company expects to record a majority
of the restructuring charge in the amount of approximately $41
million in the third quarter of fiscal year 2015, of which
approximately $31 million is related to severance and benefit
costs, approximately $1 million to facilities related consolidation
charges and approximately $9 million of intangible asset related
charges associated with the impairment of certain software licenses
that have ongoing payment obligations. The Company expects the
Plan will likely result in total cash payments of approximately $26
million and $15 million in the fiscal years 2015 and 2016,
respectively.
The savings from the Plan are anticipated to be approximately $2
million and $7 million in the third and fourth quarters of fiscal
year 2015, respectively. The Company anticipates savings of
approximately $58 million in fiscal year 2016. The actions
associated with the Plan are expected to be substantially completed
by the end of fiscal year 2016.
About Advanced Micro Devices
Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company. The Company's products include x86
microprocessors and graphics.
For the year ended Dec. 27, 2014, the Company reported a net loss
of $403 million on $5.50 billion of net revenue compared to a net
loss of $83 million on $5.29 billion of net revenue for the year
ended Dec. 28, 2013.
As of June 27, 2015, the Company had $3.4 billion in total assets,
$3.5 billion in total liabilities and a $141 million total
stockholders' deficit.
* * *
As reported by the TCR on April 22, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Sunnyvale,
Calif.-based Advanced Micro Devices Inc. to B- from B. "The
downgrade reflects AMD's recently sharpened revenue declines, weak
industry conditions and intense competition from Intel in PC
markets, and the challenges it faces to grow in targeted
enterprise, embedded, and semi-custom product markets to offset PC
business declines," said Standard & Poor's credit analyst John
Moore.
As reported by the TCR on June 5, 2014, Fitch Ratings had upgraded
the long-term Issuer Default Rating (IDR) for AMD (NYSE: AMD) to
'B-' from 'CCC'. The upgrade primarily reflects AMD's improved
financial flexibility from recent refinancing activity, which
extends meaningful debt maturities until 2019.
In July 2015, Moody's Investors Service lowered Advanced Micro
Devices, Inc's ("AMD") corporate family rating to Caa1 from B3, and
the ratings on the senior unsecured notes to Caa2 from Caa1.
The downgrade of the corporate family rating to Caa1 reflects AMD's
prospects for ongoing operating losses over the next year and
negative free cash flow.
AFFINION GROUP: S&P Lowers CCR to 'CC', Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Affinion Group Holdings Inc. to 'CC' from 'CCC+'. The
rating outlook is negative.
At the same time, S&P lowered its issue-level rating on the
company's 13.75%/14.5% payment-in-kind (PIK) toggle notes due 2018
to 'CC' from 'CCC-'. The recovery rating remains '6', indicating
S&P's expectation for negligible recovery (0%-10%) of principal in
the event of a payment default.
S&P also lowered its issue-level rating on the company's 13.50%
senior subordinated notes due 2018 to 'CC' from 'CCC-'. The
recovery rating debt remains '6', indicating S&P's expectation for
negligible recovery (0%-10%) of principal in the event of a payment
default. Affinion Investments LLC, an existing wholly owned
unrestricted subsidiary of Affinion Group Inc., is the borrower of
this debt.
"The downgrade follows Affinion Group Holdings' announcement of its
offer to exchange up to $600 million of its debt for common stock,"
said Standard & Poor's credit analyst Naveen Sarma. "If the
company completes the exchange transaction, we would view it as
distressed and tantamount to a default, based on our criteria."
The company is offering to exchange all of the outstanding $260
million 13.75%/14.5% PIK toggle notes due 2018 for equity.
Additionally, the company is offering to exchange all of the
outstanding $360 million 13.5% senior subordinated notes due 2018
issued by Affinion Investment.
Affinion Group Holdings and Affinion International Holdings Ltd.
jointly commenced a rights offering that gives the existing
noteholders the right to purchase 7.5% cash/PIK senior notes due
2018 (issued by Affinion International) and 2.5 million shares of
new common stock for an aggregate cash purchase price of $110
million.
S&P will assign issue-level and recovery ratings to the proposed
debt upon completion of the transaction.
The exchange will significantly reduce the company's debt by
approximately $600 million and lower annual cash interest
obligations by approximately $50 million. As a result, combined
with the net cash proceeds from the rights offering, the company
will have additional flexibility to execute its strategic
initiatives and grow its business.
Upon completion of the exchange, S&P will lower the corporate
credit rating to 'SD' (selective default) and the issue-level
ratings on the exchanged debt to 'D'. As soon as possible
thereafter, S&P will reassess Affinion Group Holdings'
post-transaction capital structure and could raise the corporate
credit rating to 'CCC+' or 'B-'.
If the company does not complete the offer, S&P could raise the
corporate rating to 'CCC+' (the rating before the announcement of
the offer).
ALEXZA PHARMACEUTICALS: Announces Management Promotions
-------------------------------------------------------
Catherine McAuliffe has been promoted to the newly created position
of vice president, operations. In this new role, Ms. McAuliffe
will be responsible for site operations including facilities,
calibration, environmental health and safety, supply chain and
purchasing at Alexza.
Stacy Palermini has been promoted to vice president, finance. In
this new role, Ms. Palermini will have increased responsibilities
in managing the accounting, finance, treasury, risk management and
human resource functions at Alexza.
Catherine McAuliffe has served as vice president, operations since
September 2015. Ms. McAuliffe previously served as Alexza's
executive director, operations from 2014 to 2015, as senior
director, operations from 2007 to 2014 and as director, operations
from 2004 to 2007. From 1996 to 2004, Ms. McAuliffe held several
positions at the Affymax Research Institute, the most recent of
which was director, Facilities and EH&S. Ms. McAuliffe holds a MS
in Environmental Management from the University of San Francisco
and a BS in Biology from San Jose State University.
Stacy Palermini has served as the Company's vice president, finance
and corporate secretary since September 2015. Ms. Palermini served
as Alexza's executive director, finance from 2011 to 2015, as
senior director, finance from 2007 to 2011, as Director, Finance
from 2005 to 2007, and as controller from 2003 to 2005. From 1996
to 2003, Ms. Palermini held various positions of increasing
responsibilities in finance and accounting at various companies,
and worked nine years at PricewaterhouseCoopers, a public
accounting firm, prior to joining industry. Ms. Palermini received
a BS in accountancy from University of Illinois.
About Alexza
Mountain View, California-based Alexza Pharmaceuticals, Inc., was
incorporated in the state of Delaware on Dec. 19, 2000, as FaxMed,
Inc. In June 2001, the Company changed its name to Alexza
Corporation and in December 2001 became Alexza Molecular Delivery
Corporation. In July 2005, the Company changed its name to Alexza
Pharmaceuticals, Inc.
The Company is a pharmaceutical development company focused on the
research, development, and commercialization of novel proprietary
products for the acute treatment of central nervous system
conditions.
As of June 30, 2015, the Company had $32.6 million in total assets,
$96.5 million in total liabilities and a stockholders' deficit of
$63.9 million.
Alexza Pharmaceuticals reported a net loss of $36.7 million in 2014
compared to a net loss of $39.6 million in 2013.
Ernst & Young LLP, in Redwood City, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.
ALEXZA PHARMACEUTICALS: CFO Mark Oki Resigns
--------------------------------------------
Alexza Pharmaceuticals, Inc., announced that Mark K. Oki planned to
resign from the Company effective as of Oct. 16, 2015, as senior
vice president, finance and chief financial officer. According to
the Company, Mr. Oki's resignation was not the result of any
disagreement.
About Alexza
Mountain View, California-based Alexza Pharmaceuticals, Inc., was
incorporated in the state of Delaware on Dec. 19, 2000, as FaxMed,
Inc. In June 2001, the Company changed its name to Alexza
Corporation and in December 2001 became Alexza Molecular Delivery
Corporation. In July 2005, the Company changed its name to Alexza
Pharmaceuticals, Inc.
The Company is a pharmaceutical development company focused on the
research, development, and commercialization of novel proprietary
products for the acute treatment of central nervous system
conditions.
As of June 30, 2015, the Company had $32.6 million in total assets,
$96.5 million in total liabilities and a stockholders' deficit of
$63.9 million.
Alexza Pharmaceuticals reported a net loss of $36.7 million in 2014
compared to a net loss of $39.6 million in 2013.
Ernst & Young LLP, in Redwood City, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.
ALPHA NATURAL: Court Approves Hiring of KPMG as Auditor
-------------------------------------------------------
Alpha Natural Resources, Inc. and its debtor-affiliates sought and
obtained permission from the Hon. Kevin R. Huennekens of the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
KPMG LLP as auditor, effective August 3, 2015 petition date.
The Debtors require KPMG to:
(a) audit of consolidated financial statements in accordance
with the standards of the Public Company Accounting
Oversight Board (the "PCAOB");
(b) audit of the Debtors' internal control over financial
reporting in accordance with the standards of the PCAOB;
(c) quarterly review services of the condensed consolidated
Financial statements for the quarters ended March 31, 2015
and June 30, 2015 and September 30, 2015;
(d) communications with ANR's Audit Committee and Board of
Directors prior to the issuance of KPMG's audit reports;
(e) reading of the minutes, if any, of the Board of Directors
and related Committee meetings;
(f) services surrounding comfort letters, if requested by the
Debtors; and
(g) performance of services for any special audit-related
projects, such as research and/or consultation on special
business or financial issues, application of new accounting
pronouncements, dispositions and acquisitions not
previously contemplated (the matters described in
subparagraphs (f) and (g) collectively, the "Out-of-Scope
Services").
The Debtors will compensate KPMG in the following Fee and Expense
Structure:
-- The Debtors and KPMG have agreed to a fixed fee of $2,275,000
for services relating to the Integrated Audit, of which
$1,323,700 remains to be paid. Approximately $951,300 of this
Fixed Fee was paid pursuant to a prior engagement of KPMG by
the Debtors, prior to the parties' execution of the
Engagement Letter. Subject to the Court's approval and
pursuant to the terms and conditions of the Engagement
Letter, the remaining amount of the Fixed Fee will be billed
in equal monthly installments of $189,100 from September 1,
2015 through March 31, 2016.
-- For Out-of-Scope Services, the hourly rates are as follows
and reflect a reduction of approximately 30% from KPMG's
normal and customary rates:
Partners/Directors $595-$825
Senior Managers $490-$575
Managers $420-$475
Senior Associates $350-$400
Staff $210-$275
-- KPMG may seek reimbursement from the Debtors for unforeseen,
documented expenses KPMG may incur in performance of the
services contemplated herein and in the Engagement Letter.
Robert Z. Slappey, partner of KPMG, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
KPMG can be reached at:
Robert Z. Slappey
KPMG LLP
Suite 1010
10 S. Jefferson Street
Roanoke, VA 24011-1331
Tel: (540) 982-0505
Fax: (540) 983-8877
E-mail: rslappey@kpmg.com
About Alpha Natural
Alpha Natural -- http://www.alphanr.com-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015. The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the case.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment
banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims
and noticing agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors.
ALPHA NATURAL: Court Approves Hunton & Williams as Co-counsel
-------------------------------------------------------------
Alpha Natural Resources, Inc. and its debtor-affiliates sought and
obtained permission from the Hon. Kevin R. Huennekens of the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Hunton & Williams LLP as co-counsel, effective August 3, 2015
petition date.
The Debtors seek to retain Hunton & Williams to perform, among
others, the following professional services for the Debtors in
coordination with Jones Day:
(a) perform all necessary services as the Debtors' Virginia
bankruptcy co-counsel, including, without limitation,
providing the Debtors with advice, representing the
Debtors, and preparing necessary documents on behalf of the
Debtors in the areas of restructuring and bankruptcy;
(b) advise the Debtors with respect to their powers and duties
as debtors-in-possession in the continued management and
operation of their businesses and properties;
(c) attend meetings and negotiate with creditors and other
parties-in-interest;
(d) take all necessary action to protect and preserve the
Debtors' estates, including prosecuting actions on the
Debtors' behalf, defending any action commenced against the
Debtors and representing the Debtors' interests in
negotiations concerning all litigation in which the Debtors
are involved, including objections to claims filed against
the estates;
(e) prepare, or coordinate preparation of, on behalf of the
Debtors, all motions, applications, answers, orders,
reports and papers necessary to the administration of the
Debtors' estates;
(f) take any necessary action on behalf of the Debtors to
obtain approval of a disclosure statement and confirmation
of a plan of reorganization on behalf of the Debtors;
(g) advise and assist the Debtors in connection with any offers
to provide debtor-in-possession financing and/or exit
financing;
(h) appear before the Court, any appellate courts and the
U.S. Trustee and protect the interests of the Debtors'
estates before those Courts and the U.S. Trustee; and
(i) perform all other necessary legal services to the Debtors
in connection with these chapter 11 cases as requested by
the Debtors or by Jones Day on behalf of the Debtors.
Hunton & Williams will be paid at these hourly rates:
Tyler P. Brown, Partner $730
J.R. Smith, Partner $695
Henry P. Long, III, Associate $505
Justin F. Paget, Associate $495
Shannon E. Daily, Associate $440
Tina L. Canada, Paralegal $225
Hunton & Williams will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Hunton & Williams received advance payment retainers from the
Debtors in the total amount of $200,000. Prior to the Petition
Date, Hunton & Williams performed Restructuring Services for the
Debtors and paid its fees and expenses out of this retainer in the
total amount of $152,143.50.
Tyler P. Brown, partner of Hunton & Williams, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Hunton & Williams intends to make a reasonable effort to comply
with the U.S. Trustee's requests for information and additional
disclosures as set forth in the Guidelines for Reviewing
Applications for Compensation and Reimbursement of Expenses Filed
under 11 U.S.C. section 330 by Attorneys in Larger Chapter 11 Cases
(the "Appendix B Guidelines"), both in connection with this
application and the interim and final fee applications filed by
Hunton & Williams in the course of its engagement.
The following is provided in response to the request for additional
information set forth in D.1. of the Appendix B Guidelines:
-- Other than the discount discussed above, Hunton & Williams
did not agree to any variations from, or alternatives to,
its standard or customary billing arrangements for this
engagement.
-- None of the professionals from Hunton & Williams included in
this engagement have varied or will vary their rate based on
the geographic location of the bankruptcy case.
-- The billing rates and material financial terms for Hunton &
Williams' prepetition engagement by the Debtors are set
forth herein. No adjustments were made to either the billing
rates or the material financial terms of Hunton & Williams'
employment by the Debtors as a result of the filing of these
chapter 11 cases.
Hunton & Williams can be reached at:
Tyler P. Brown, Esq.
HUNTON & WILLIAMS LLP
Riverfront Plaza, East Tower 951
East Byrd Street
Richmond, VA 23219
Tel: (804) 788-8200
Fax: (804) 788-8218
About Alpha Natural
Alpha Natural -- http://www.alphanr.com-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015. The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the case.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment
banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims
and noticing agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors.
ALPHA NATURAL: Court Okays Alvarez & Marsal as Financial Advisor
----------------------------------------------------------------
Alpha Natural Resources, Inc. and its debtor-affiliates sought and
obtained permission from the Hon. Kevin R. Huennekens of the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Alvarez & Marsal North America, LLC as financial advisor, effective
August 3, 2015 petition date.
The Debtors require Alvarez & Marsal to:
(a) assist the Debtors in the preparation of financial
disclosures required by the Court, including the Debtors'
schedules of assets and liabilities, statements of
financial affairs and monthly operating reports;
(b) assist to the Debtors with information and analyses
required pursuant to the Debtors' proposed debtor-in-
possession financing;
(c) assist with the identification and implementation of short-
term cash management procedures;
(d) advisory assistance in connection with the development and
implementation of key employee compensation and other
critical employee benefit programs;
(e) assist with the identification of executory contracts and
leases and performance of cost/benefit evaluations with
respect to the affirmation or rejection of each;
(f) assist to the Debtors' management team and counsel focused
on the coordination of resources related to the ongoing
reorganization effort;
(g) assist in the preparation of financial information for
distribution to creditors and others, including, but not
limited to, cash flow projections and budgets, cash
receipts and disbursement analysis, analysis of various
asset and liability accounts, and analysis of proposed
transactions for which Court approval is sought;
(h) attend at meetings and assistance in discussions with
potential investors, banks, and other secured lenders, any
official committees appointed in these chapter 11 cases,
the United States Trustee, other parties in interest and
professionals hired by same, as requested;
(i) analysis of creditor claims by type, entity, and individual
claim, including assistance with the development of
databases, as necessary, to track such claims;
(j) assist in the preparation of information and analysis
necessary for the confirmation of a plan of reorganization
in these chapter 11 cases, including information contained
in the disclosure statement;
(k) assist in the evaluation and analysis of avoidance actions,
including any actions to recover fraudulent conveyances or
preferential transfers;
(l) assist in the analysis/preparation of information necessary
to assess the Debtors' tax attributes in connection with
the confirmation of a plan of reorganization in these
chapter 11 cases, including the development of the Debtors'
discussion of related tax consequences contained in the
disclosure statement;
(m) litigation advisory services with respect to accounting and
tax matters, along with expert witness testimony on case
related issues as required by the Debtors; and
(n) render such other general business consulting or such other
assistance as Debtors' management or counsel may deem
necessary consistent with the role of a financial advisor
to the extent that it would not be duplicative of services
provided by other professionals in these chapter 11 cases.
Alvarez & Marsal will be paid at these hourly rates:
Managing Director $750-$950
Director $550-$750
Associate $400-$550
Analyst $350-$400
Alvarez & Marsal will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Robert A. Campagna, managing director of Alvarez & Marsal, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Alvarez & Marsal can be reached at:
Robert A. Campagna
ALVAREZ & MARSAL NORTH AMERICA, LLC
600 Madison Avenue
New York, NY 10022
Tel: (212) 759-4433
Fax: (212) 759-5532
About Alpha Natural
Alpha Natural -- http://www.alphanr.com-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015. The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the case.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment
banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims
and noticing agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors.
ALPHA NATURAL: Files Rule 2015.3 Periodic Report
------------------------------------------------
Alpha Natural Resources Inc. and its affiliates filed a report, as
of June 30, 2015, on the value, operations and profitability of
these companies in which they hold a substantial or controlling
interest:
Companies Interest of Estate
--------- ------------------
Alpha Coal India Private Limited 100%
Alpha Coal Sales International Limited 100%
Alpha Natural Resources Singapore
Private Limited 100%
ANR Second Receivables Funding LLC 100%
Dominion Terminal Associates LLP 40.6%
Excelven Pty Ltd 24.5%
Marshall Land LLC 50%
Mountaineer Capital LP 54%
Twisted Gun LLC 33.3%
Wyoming Quality Healthcare Coalition LLC 33.3%
Alpha Natural Resources filed the report pursuant to Bankruptcy
Rule 2015.3. The report is available for free at
http://bankrupt.com/misc/Alpha_PReport063015.pdf
About Alpha Natural
Alpha Natural -- http://www.alphanr.com/-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015. The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the case.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker.
Kurtzman Carson Consultants, LLC, is the Debtors' claims and
noticing agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors.
ALPHA NATURAL: Inks Second Out DIP Credit Deal with Citicorp NA
---------------------------------------------------------------
Alpha Natural Resources, Inc., filed with the Securities and
Exchange Commission a Form 8-K report disclosing that it has
entered into a Superpriority Secured Second Out
Debtor-in-Possession Credit Agreement with Citicorp North America,
Inc., as administrative agent and collateral agent.
The Company's subsidiaries serve as guarantors.
The Second Out DIP Credit Agreement contemplates a last-out letter
of credit replacement facility in an aggregate undrawn amount of
approximately $192 million.
Pursuant to the terms of the Second Out Facility, letters of credit
that were outstanding under the Debtor Credit Parties' existing
prepetition secured credit facility as of Aug. 3, 2015, are deemed
to have been issued postpetition under the Second Out Facility, and
the Debtor Credit Parties are permitted to further extend or renew
these letters of credit on a going-forward basis.
The Second Out DIP Credit Agreement matures on the earliest of (i)
Feb. 6, 2017, (ii) the acceleration by the lenders of the
obligations thereunder following an event of default, (iii) the
sale of substantially all of the assets of the Debtor Credit
Parties, and (iv) the consummation of a plan of reorganization.
The Second Out DIP Credit Agreement incorporates by reference the
affirmative and negative covenants contained in that certain
Superpriority Secured Debtor-in-Possession Credit Agreement, dated
as of Aug. 6, 2015, among the Company, the Company's subsidiaries
party thereto as guarantors, the lenders party thereto, the issuing
banks party thereto and Citibank, N.A., as administrative agent and
collateral agent, which covenants, subject to certain exceptions,
(a) require the Company to maintain certain minimum thresholds of
liquidity, (b) limit the ability of the Debtor Credit Parties to,
among other things, expend liquidity on capital expenditures, make
dispositions of material leases and contracts, make acquisitions,
loans or investments, create liens on their property, dispose of
assets, incur indebtedness, merge or consolidate with third
parties, enter into transactions with affiliated entities and make
material changes to their business activities, and (c) require the
Company to achieve the following milestones relating to the Debtor
Credit Parties' on-going chapter 11 cases:
1. No later than Oct. 30, 2015, delivery of a five-year business
plan reasonably acceptable to the required lenders under the First
Out Credit Agreement.
2. No later than Nov. 30, 2015, delivery of a plan and timeline
reasonably acceptable to the required lenders under the First Out
Credit Agreement (i) to market and implement the asset sales,
assignments, closings and abandonments (if any) to the extent
reflected in the Agreed Business Plan and (ii) with respect to
significant executory contract and unexpired lease assumptions and
rejections.
3. Within 135 days following the Petition Date, deliver to the
administrative agent an updated Agreed Business Plan reasonably
acceptable to the required lenders under the First Out Credit
Agreement, which will incorporate a final plan and assumptions with
respect to collective bargaining agreements and retiree benefits.
4. Within 155 days following the Petition Date, deliver
proposals contemplated in the Agreed Business Plan, if any, (i) to
authorized union representatives seeking modifications with respect
to collective bargaining agreements and (ii) to authorized
representatives of retirees seeking modifications with respect to
retiree benefits, in each case, consistent with and solely to the
extent required by the Agreed Business Plan.
5. Within 215 days following the Petition Date, seek Bankruptcy
Court approval of any Labor/Benefits Savings consistent with the
Agreed Business Plan.
6. To the extent that any Labor/Benefits Savings consistent with
the Agreed Business Plan are not otherwise achieved on a consensual
basis without the need for court relief, obtain any requested
Labor/Benefits Orders within 320 days of the Petition Date.
7. Within 300 days following the Petition Date, file an
acceptable plan of reorganization.
8. Within 90 days following the filing of a plan of
reorganization, entry by the Bankruptcy Court of an order
confirming such plan of reorganization.
In addition, the Second Out DIP Credit Agreement also contains
customary events of default.
Unreimbursed drawings under letters of credit under the Second Out
Facility bear interest at LIBOR plus 4.00% or at the Alternative
Base Rate plus 3.00% (with an ABR floor of 2.00%), as applicable.
The Company is obligated to pay the following fees under the Second
Out DIP Credit Agreement:
-- a participation fee to each lender equal to 4% multiplied by
such lender's applicable percentage of the daily aggregate undrawn
amount of the letters of credit under the Second Out Facility, paid
within ten business days after the last day of March, June,
September and December of each year; and
-- a fronting fee of 0.125% of the stated amount of each issued
and outstanding letter of credit paid to the issuing bank in
respect thereof within ten business days after the last day of
March, June, September and December of each year.
By order dated Sept. 17, 2015, the Bankruptcy Court approved the
terms of the Second Out Facility and authorized the Debtor Credit
Parties to, among other things, execute and perform their
obligations under the Second Out DIP Credit Agreement.
The obligations of the Debtor Credit Parties under the Second Out
DIP Credit Agreement are secured by liens on substantially all of
the assets of the Debtor Credit Parties, which such liens are
subordinate to the liens and security interests of the lenders
under the First Out Credit Agreement.
A copy of the exhibits are available for free at:
http://is.gd/SqWnYw
About Alpha Natural
Alpha Natural -- http://www.alphanr.com-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015. The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the case.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker.
Kurtzman Carson Consultants, LLC, is the Debtors' claims and
noticing agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors.
ALPHA NATURAL: Mooney Green, 2 Others File Rule 2019 Statements
---------------------------------------------------------------
Mooney, Green, Saindon, Murphy & Welch PC, Morgan, Lewis & Bockius
LLP and Crowley, Liberatore, Ryan & Brogan PC disclosed in separate
court filings that they represent these UMWA health and retirement
benefit plans in the Chapter 11 cases of Alpha Natural Resources
Inc. and its affiliates:
(1) United Mine Workers of America
1974 Pension Plan and Trust
(2) United Mine Workers of America
1993 Benefit Plan
(3) United Mine Workers of America
1992 Benefit Plan
(4) United Mine Workers of America
Combined Benefit Fund
(5) United Mine Workers of America
Cash Deferred Savings Plan of 1988
(6) United Mine Workers of America
2012 Retiree Bonus Account Plan
The law firms represent the parties in their capacity as health and
retirement benefit plans to which the companies have contributed,
according to the filing.
The firms made the disclosure pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure.
The firms can be reached at:
Crowley, Liberatore, Ryan & Brogan PC
Karen M. Crowley, VSB #35881
Ann B. Brogan, VSB #25567
150 Boush Street, Suite 300
Norfolk, VA 23510
Telephone: (757) 333-4500
Facsimile: (757) 333-4501
Mooney, Green, Saindon, Murphy & Welch PC
1920 L Street, N.W., Suite 400
Washington, D.C. 20036
Telephone: (202) 783-0010
Facsimile: (202) 783-6088
Morgan, Lewis & Bockius LLP
John C. Goodchild, III
1701 Market St.
Philadelphia, PA 19103-2921
Telephone: (215) 963-5000
Facsimile: (215) 963-5001
-- and --
Julia Frost-Davies
One Federal St.
Boston, MA 02110-1726
Telephone: (617) 951-8000
Facsimile: (617) 345-5054
About Alpha Natural
Alpha Natural -- http://www.alphanr.com/-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015. The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the case.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker.
Kurtzman Carson Consultants, LLC, is the Debtors' claims and
noticing agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors.
ALPHA NATURAL: Wolcott Rivers Files Rule 2019 Statement
-------------------------------------------------------
Wolcott Rivers Gates disclosed in a court filing that it represents
Whayne Supply Co., Cecil I. Walker Machinery Co. and
Boyd Fabrication Co. in the Chapter 11 cases of Alpha Natural
Resources Inc. and its affiliates:
The firm represents the companies in their capacity as trade
creditors, according to the filing.
WRG is also counsel to BNP Paribus, which is a holder of 3.25%
convertible senior notes issued by Alpha Appalachia Holdings Inc.
The firm made the disclosure pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure.
Wolcott Rivers can be reached at:
Cullen D. Speckhart (VSB No. 79096)
200 Bendix Road, Suite 300
Virginia Beach, VA 23452
Tel: (757) 497-6633
Fax: (757) 554-0248
E-mail: cspeckhart@wolriv.com
About Alpha Natural
Alpha Natural -- http://www.alphanr.com/-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015. The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the case.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker.
Kurtzman Carson Consultants, LLC, is the Debtors' claims and
noticing agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors.
AMERICAN POWER: Appoints Chuck McDermott as New Board Member
------------------------------------------------------------
American Power Group Corporation announced that Chuck McDermott has
joined the Company's Board of Directors and Lew Boyd has resigned
from the Company's Board of Directors, both effective Oct. 1,
2015.
Mr. McDermott, 64, has been a general partner of Rockport Capital,
a venture capital firm that invests in the areas of alternative and
traditional energy, mobility, and sustainability, since 1998. Mr.
McDermott has over 20 years of experience in the cleantech
industry. Prior to joining Rockport Capital, Mr. McDermott was
vice president of Governmental Affairs at Waste Management. He
also directed the successful campaign of Congressman Joseph Kennedy
II in 1986 and served two terms as his Chief of Staff. During his
12 years of senior level energy and environmental policy work in
Washington, DC, Mr. McDermott established strong administrative and
strategic relationships that put him at the forefront of cleantech
policy deliberations. Mr. McDermott attended Yale University and
after leaving Yale began a 14 year career in the music business as
a songwriter, performer and recording artist.
Maury Needham, American Power Group's chairman of the Board of
Directors, stated, "We are extremely pleased that Chuck has agreed
to join our Board. Chuck brings a wealth of expertise and
experience in the alternative energy services sector as well as a
strong governmental affairs background on both a state and federal
level. Mr. Needham added, "On behalf of our Board of Directors and
all APG employees, I would like to thank Lew Boyd for his 21 years
of dedicated service and commitment and we wish him all the best."
Mr. Mc Dermott stated, "I believe strongly in APG's mission to
improve the environmental performance of the engines that drive our
national economy. There is an important role that dual fuel
technologies can play on our path to a less carbon-intensive energy
future and APG's cutting edge technologies deliver immediate
environmental and financial benefits to its vast and growing
customer base."
Lyle Jensen, CEO of American Power Group stated, "Our dual fuel
diesel emission reduction technology and our recently acquired
modular oil and gas flare capture and recovery technology are
positioned to play key roles in meeting our climate change
challenges at a state, federal, and global level. Having Chuck's
public and private sector experience brings a wealth of knowledge
and contacts to effectively begin the integration of our emission
reduction capabilities into these policies and regulations."
About American Power Group
American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural Gas conversion technology for vehicular, stationary and
off-road mobile diesel engines. American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time. The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent. The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures. Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market. Additional information at
http://www.americanpowergroupinc.com/
American Power reported a net loss available to common stockholders
of $3.25 million on $6.28 million of net sales for the year ended
Sept. 30, 2014, compared to a net loss available to common
stockholders of $2.92 million on $7.01 million of net sales for the
year ended Sept. 30, 2013.
As of June 30, 2015, the Company had $8.9 million in total assets,
$7.7 million in total liabilities and $1.1 million in total
stockholders' equity.
ANNA'S LINENS: Hilco Streambank Okayed as IP Marketing Agent
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Anna's Linens, Inc., to employ Hilco IP Services, LLC,
doing business as Hilco Streambank, as intellectual property
marketing agent nunc pro tunc to July 23, 2015.
Hilco Streambank is expected to, among other things:
(1) collect and secure all available information and date
concerning the intellectual property for sale, assignment, license
or other disposition; and
(2) assist the Debtor in connection with the conduct of an
auction and the transfer of the intellectual property to the
acquirers who suffer the highest or otherwise best consideration
for the intellectual property.
Hilco Streambank has received no retainer or other payment from the
Debtor. Subject to Court approval, the Debtor and Hilco Streambank
have agreed that Hilco Streambank will be paid an initial
engagement fee in the amount of $100,000, and a transaction fee in
consideration for the services to be rendered to the Debtor.
The transaction fee will be paid as:
(1) there will be no transaction fee on the first $3,000,000 of
net proceeds;
(2) 10% of the amount of aggregate net proceeds above $3,000,000
up to $4,000,000; plus
(3) 12.5% of the amount by which the aggregate net proceeds
exceed $4,000,000.
To the best of the Debtor's knowledge, Hilco Streambank is
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Court.
The Court order stated that the Debtor's employment of Hilco
Streambank as exclusive intellectual property marketing agent is
approved, except as modified in the order. The indemnification
provisions set forth in the engagement letter under "Limitations of
Liability" are approved, subject during the pendency of the
proceeding to these:
a. Hilco Streambank will not be entitled to indemnification,
contribution or reimbursement pursuant to the Engagement Letter for
services, unless such services and the indemnification,
contribution or reimbursement therefor are approved by the Court;
b. the Debtor will have no obligation to indemnify Hilco
Streambank, or provide contribution or reimbursement to Hilco
Streambank, for any claim or expense that is either: (i) judicially
determined (the determination having become final) to have arisen
from Hilco Streambank's gross negligence, fraud,
willful misconduct, breach of fiduciary duty, if any, bad faith or
self-dealing; (ii) for a contractual dispute in which the Debtor
alleges the breach of Hilco Streambank's contractual obligations,
unless the Court determines that indemnification, contribution or
reimbursement would be permissible pursuant to In re United Artists
Theatre Co., 315 F.3d 217 (3d Cir. 2003); or (iii) settled
prior to a judicial determination as to the exclusions set forth in
clauses (i) and (ii) above, but determined by this Court, after
notice and a hearing, to be a claim or expense for which Hilco
Streambank should not receive indemnity, contribution or
reimbursement under the terms of the Engagement Letter as
modified by the order;
c. if, before the earlier of (i) the entry of an order
confirming a chapter 11 plan in the Chapter 11 Case (that order
having become a final order no longer subject to appeal) and (ii)
the entry of an order closing the Chapter 11 case, Hilco Streambank
believes that it is entitled to the payment of any amounts by the
Debtor on account of the Debtor's indemnification, contribution and
reimbursement obligations under the Engagement Letter (as modified
by the order), including, without limitation, the advancement of
defense costs, Hilco Streambank must file an application therefor
in the Court, and the Debtor may not pay any such amounts to Hilco
Streambank before the entry of an order by this Court approving the
payment. The subparagraph (c) is intended only to specify the
period of time under which the Court shall have jurisdiction over
any request for fees and expenses by Hilco Streambank for
indemnification, contribution or reimbursement, and not a provision
limiting the duration of the Debtor's obligation to indemnify Hilco
Streambank. All parties in interest will retain the right to
object to any demand by Hilco Streambank for indemnification,
contribution or reimbursement.
d. Any limitation on liability or any limitation on amounts to
be contributed by Hilco Streambank to the Engagement Letter under
the terms of the Engagement Letter will be eliminated.
On Aug. 24, John-Patrick M. Fritz, associate at the law firm of
Levene, Neale, Bender, Yoo & Brill L.L.P., as bankruptcy counsel
for the Debtor, submitted a declaration of non-opposition to the
application for the Debtor to employ Hilco.
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. Pachulski Stang Ziehl & Jones LLP serves
as counsel for the Committee.
ANNA'S LINENS: Pachulski Stang Approved as Counsel to Panel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 case of Anna's Linens, Inc., to retain Pachulski Stang
Ziehl & Jones LLP as its counsel nunc pro tunc to June 25, 2015.
To the best of the Committee's knowledge, PSZJ is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
On Aug. 3, Shirley S. Cho, Esq., at PSZJ submitted a declaration of
non-opposition to the application to retain PSZJ.
The firm can be reached at:
Jeffrey N. Pomerantz, Esq.
Ira D. Kharasch, Esq.
Shirley S. Cho, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., Suite 1300
Los Angeles, CA 90067-4114
Tel: (310) 277-6910
Fax: 310/201-0760
E-mail: jpomerantz@pszjlaw.com
ikharasch@pszjlaw.com
scho@pszjlaw.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. Pachulski Stang Ziehl & Jones LLP serves
as counsel for the Committee.
ANNA'S LINENS: PricewaterhouseCoopers OK'd as Financial Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Anna's Linens, Inc., to employ PricewaterhouseCoopers
LLP as financial advisor nunc pro tunc to June 14, 2015.
The Troubled Company Reporter, on Aug. 19, 2015, reported that the
Debtor supplemented its application to employ PwC as financial
advisor, to include amendments to indemnification provisions under
the heading Limitations of Liability.
The application was filed with the Court on July 9, 2015.
The Debtor noted that after discussion with the Committee and PwC,
the Debtor modifies the indemnification provisions as:
a. PwC will not be entitled to indemnification, contribution or
reimbursement pursuant to the engagement agreement for services,
unless such services and the indemnification, contribution or
reimbursement are approved by the Court;
b. the Debtor will have no obligation to indemnify PwC, or
provide contribution or reimbursement to PwC, for any claim or
expense that is either: (i) judicially determined (the
determination having become final) to have arisen from PwC's gross
negligence, fraud, willful misconduct, breach of fiduciary duty,
if
any, bad faith or self-dealing; (ii) for a contractual dispute in
which the Debtor alleges the breach of PwC's contractual
obligations, unless the Court determines that indemnification,
contribution or reimbursement would be permissible pursuant to In
re United Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003); or
(iii) settled prior to a judicial determination as to the
exclusions set forth in clauses (i) and (ii) above, but determined
by this Court, after notice and a hearing, to be a claim or
expense
for which PwC should not receive indemnity, contribution or
reimbursement under the terms of the engagement agreement as
modified by the order.
To the best of the Debtor's knowledge, PwC is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
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. Pachulski Stang Ziehl & Jones LLP serves
as counsel for the Committee.
AOXING PHARMACEUTICAL: Obtains $3 Million From Securities Offering
------------------------------------------------------------------
Aoxing Pharmaceutical Company sold 2,352,941 shares of common stock
and 1,764,706 common stock purchase warrants pursuant to a
Securities Purchase Agreement dated as of Sept. 24, 2015. The
purchaser was an institutional investor.
The aggregate purchase price for the securities was $3,000,000.
From the proceeds of the offering, Aoxing Pharmaceutical Company,
Inc. has paid a fee of $180,000 to Rodman & Renshaw, a unit of H.C
Wainwright & Co., LLC, which acted as the placement agent for the
offering. Aoxing Pharmaceutical Company, Inc. has also reimbursed
Wainwright for its out-of-pocket expenses, and has issued to
Wainwright and its affiliates warrants to purchase 141,176 shares
of common stock.
Each Warrant will permit the holder to purchase one share of common
stock from Aoxing Pharmaceutical Company for a price of $1.74 per
share. The Warrants will be exercisable from March 30, 2016, until
March 30, 2021. The warrants issued to Wainwright and its
affiliates are substantially identical to the Warrants, except that
the termination date is Sept. 24, 2020. Cashless exercise of
either warrant is permitted only if there is no effective
registration statement permitting resale of the common shares
underlying the warrants.
About Aoxing
Aoxing Pharmaceutical Company, Inc., is a Jersey City, New Jersey-
based specialty pharmaceutical company. The Company is engaged in
the development, production and distribution of pain-management
products, narcotics and other drug-relief medicine.
In its report on the consolidated financial statements for the
year ended June 30, 2014, BDO China Shu Lun Pan Certified Public
Accountants LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
continues to incur losses from operations, has negative cash flow
from operations and a working capital deficit.
The Company reported a net loss of $8.63 million for the fiscal
year ended June 30, 2014, compared to a net loss of $17.3 million
for the year ended June 30, 2013.
ATLANTIC CITY, NJ: State Approves City Budget to Address Deficit
----------------------------------------------------------------
Romy Varghese, writing for Bloomberg News, reported that Atlantic
City, the distressed gambling resort whose finances are being
overseen by the state of New Jersey, is closing a $101 million
budget deficit this year by firing workers, tapping state aid and
drawing on casino money.
According to the report, the budget approved by the state's Local
Finance Board depends on Governor approving bills that would allow
it to spend $33.5 million of Chris Christie revenue from casinos
that now goes to redevelopment projects and marketing, Mayor Don
Guardian said after the meeting.
The report said the budget is an initial step by the
state-appointed emergency manager Kevin Lavin to ease a fiscal
crisis in the city, whose onetime dominance over gambling in the
East Coast has been eroded by competition from neighboring states.
The closing of four of 12 casinos last year battered Atlantic
City's tax base, the report related.
B&G FOODS: S&P Affirms 'BB-' CCR, Off CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Parsippany, N.J.–based B&G Foods Inc. At the
same time, S&P removed all of its ratings on the company from
CreditWatch with negative implications, where they had been placed
on Sept. 3, 2015, following the acquisition announcement. The
outlook is stable.
At the same time, S&P affirmed its 'BB+' issue-level ratings on the
company's senior secured facilities, and are assigning a 'BB+'
issue rating to a proposed $500 million senior secured incremental
term loan B due 2022. The recovery ratings remain '1', indicating
S&P's expectations for very high (90% to 100%) recovery in the
event of a payment default. Proceeds from the new term loan B,
combined with roughly $300 million of borrowings under the $500
million senior secured revolving credit facility, will be used to
fund the acquisition.
S&P also lowered its issue-level rating on the company's existing
$700 million senior unsecured notes maturing in 2021 to 'B+' from
'BB-' and revised S&P's recovery rating to '5', indicating its
expectations for modest recovery (10% to 30%) recovery, on the
upper end of the range, from '4'. The downward revision to the
senior unsecured notes is a result of the increase in senior
secured debt in the capital structure.
"The 'BB-' ratings affirmation with a stable outlook reflects our
expectation that the company will deleverage below 5x by the end of
2016," said Standard & Poor's credit analyst Amanda Cusumano. "We
expect pro forma leverage to be near 6x at the end of 2015. This
forecast also assumes that proceeds from an equity issuance in the
first half of 2016 will be used to repay debt. Moreover, we
believe management is committed to deleveraging below 5x, given its
stated leverage target of below 5x as it executes on its
acquisition-based growth strategy, and its track record of paying
down debt and deleveraging following its previous acquisitions. The
company also has a track record of issuing equity to repay debt,
which demonstrates management's commitment to maintaining leverage
below 5x."
The stable outlook reflects S&P's expectation that B&G will issue
equity in the first half of 2016, permitting it to reduce debt to
EBITDA to the 4.5x to 5x range by the end of 2016, which is
consistent with expected leverage range to maintain the current
ratings. This incorporates S&P's expectation that the company will
successfully integrate Green Giant and sustain EBITDA margins in
the 20% area.
BAHA MAR: Ch. 11 Case Dismissed
-------------------------------
Judge Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware granted the separate motions filed by CCA
Bahamas, Ltd., and The Export-Import Bank of China to dismiss the
debtors' bankruptcy cases, except only as to the chapter 11 case
filed by Northshore Mainland Services, Inc.
The dismissal motions were filed pursuant to Sections 105(a),
109(a), 305(a) and 1112(b) of the Bankruptcy Code. CCA and CEXIM
asserted that the debtors' bankruptcy cases should be dismissed
because: (i) the debtors are not eligible for chapter 11 relief in
the United States because all but one of the debtor corporations
are organized under Bahamian law and hold few assets in the U.S.;
(ii) the debtors filed the chapter 11 cases in bad faith as a
litigation tactic to avoid insolvency proceedings in The Bahamas;
and (iii) the best interests of the debtors and creditors would be
better served by the dismissal of the cases so that the parties can
proceed with insolvency proceedings in The Bahamas. CCA and CEXIM
argued that the proceedings belong in the Commonwealth of The
Bahamas where the debtors' primary asset, a 3.3 million square foot
resort complex known as the Baha Mar Resort which is in the final
stages of development, is located.
An omnibus objection to the dismissal motions was filed by the
debtors, as well as by the Official Committee of Unsecured
Creditors. The debtors countered that the key players in the
chapter 11 cases have substantial contacts in the United States,
and that there are significant benefits to the debtors and the
majority of creditors in proceeding with a restructuring under
chapter 11 of the Bankruptcy Code, rather than a liquidation under
the Winding Up Act in The Bahamas.
Judge Carey found that the debtors met the eligibility requirements
of Section 109(a). The judge also found that the totality of facts
and circumstances surrounding the debtors' chapter 11 filings do
not support a determination of bad faith that would constitute
cause to dismiss under Section 1112.
Judge Carey, however, agreed that many stakeholders in the Baha Mar
Resort project would expect that any insolvency proceedings would
likely take place in The Bahamas, and that no greater good could be
accomplished by exercising jurisdiction over the chapter 11 cases,
except for that of Northshore which is a Delaware corporation with
operations in the United States.
Lastly, Judge Carey held that considerations of comity would
support abstention pursuant to Section 305(a).
The case is In re: NORTHSHORE MAINLAND SERVICES, INC., et al.,
Chapter 11, Debtors, CASE NO. 15-11402 (KJC), REF: D.I. 206, 246
(Bankr. D. Del.).
A full-text copy of Judge Carey's September 15, 2015 memorandum is
available at http://is.gd/WbEHhmfrom Leagle.com.
Northshore Mainland Services Inc. is represented by:
Paul S. Aronzon, Esq.
Gregory A. Bray, Esq.
Mark Shinderman, Esq.
Delilah Vinzon, Esq.
MILBANK TWEED HADLEY & MCCLOY LLP
601 South Figueroa Street 30th Floor
Los Angeles, CA 90017
Email: paronzon@milbank.com
gbray@milbank.com
mshinderman@milbank.com
dvinzon@milbank.com
-- and --
Linda Dakin-Grimm, Esq.
Tyson Lomazow, Esq.
Thomas J. Matz, Esq.
Steven Z. Szanzer, Esq.
MILBANK TWEED HADLEY & MCCLOY LLP
28 Liberty Street
New York, NY 10005-1413
Tel: (212) 530-5000
Fax: (212) 530-5219
Email: ldakin-grimm@milbank.com
tlomazow@milbank.com
tmatz@milbank.com
sszanzer@milbank.com
-- and --
Jeremy C. Hollembeak, Esq.
Michael S. Kim, Esq.
David H. McGill, Esq.
KOBRE & KIM LLP
800 Third Avenue
New York, NY 10022
Tel: (212) 488-1200
Fax: (212) 488-1220
Email: jeremy.hollembeak@kobrekim.com
michael.kim@kobrekim.com
david.mcgill@kobrekim.com
-- and --
Matthew I. Menchel, Esq.
KOBRE & KIM LLP
2 South Biscayne Boulevard 35th Floor
Miami, Florida 33131
Tel: (305) 967-6100
Fax: (305) 967-6120
Email: matthew.menchel@kobrekim.com
-- and --
Laura Davis Jones, Esq.
Peter J. Keane, Esq.
James E. O'Neill, Esq.
Colin Robinson, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street 17th Floor
Wilmington, DE 19801
Tel: (302) 652-4100
Fax: (302) 652-4400
Email: ljones@pszjlaw.com
pkeane@pszjlaw.com
joneill@pszjlaw.com
crobinson@pszjlaw.com
United States Trustee is represented by:
Natalie M. Cox, Esq.
Jane M. Leamy, Esq.
UNITED STATES DEPARTMENT OF JUSTICE
Office of the United States Trustee
844 King Street Suite 2207 Lockbox 35
Wilmington, DE 19801
Tel: (302) 573-6491
Fax: (302) 573-6497
Prime Clerk is represented by:
Benjamin Joseph Steele, Esq.
PRIME CLERK LLC
830 Third Avenue, 9th Floor
New York, NY 10022
Tel: (212) 257-5450
Email: bsteele@primeclerk.com
Official Committee of Unsecured Creditors is represented by:
Jeffrey L. Cohen, Esq.
Lawrence C. Gottlieb, Esq.
Richelle Kalnit, Esq.
Jeremy Rothstein, Esq.
COOLEY LLP
The Grace Building
1114 Avenue of the Americas
New York, NY 10036-7798
Tel: (212) 479-6000
Fax: (212) 479-6275
Email: jcohen@cooley.com
lgottlieb@cooley.com
rkalnit@cooley.com
jrothstein@cooley.com
-- and --
L. Katherine Good, Esq.
Christopher M. Samis, Esq.
WHITEFORD TAYLOR & PRESTON LLC
The Renaissance Centre, Suite 500
405 North King Street
Wilmington, DE 19801-3700
Tel: (302) 353-4144
Fax: (302) 661-7950
Email: kgood@wtplaw.com
csamis@wtplaw.com
About Baha Mar
Orlando, Florida-based Northshore Mainland Services Inc., Baha Mar
Enterprises Ltd., and their affiliates sought protection under
Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr. D.Del.,
Case No. 15-11402). Baha Mar owns, and is in the final stages of
developing, a 3.3 million square foot resort complex located in
Cable Beach, Nassau, The Bahamas.
The bankruptcy cases are assigned to Judge Kevin J. Carey. The
Debtors are represented by Paul S. Aronzon, Esq., and Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los
Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz,
Esq.,and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, in New York. The Debtors' Delaware counsel are Laura
Davis Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson, Esq.,
and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware. The Debtors' Bahamian counsel is Glinton
Sweeting O'Brien. The Debtors' special litigation counsel is Kobre
& Kim LLP. The Debtors' construction counsel is Glaser Weil Fink
Howard Avchen & Shapiro LLP.
The Debtors' investment banker and financial advisor is Moelis
Company LLC. The Debtors' claims and noticing agent is Prime
Clerk LLC.
BAHA MAR: Northshore Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Northshore Mainland Services Inc. filed with the U.S. Bankruptcy
Court for the District of Delaware its schedules of assets and
liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property
B. Personal Property $1,546,688
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $2,337,876,519
E. Creditors Holding
Unsecured Priority
Claims
F. Creditors Holding
Unsecured Non-Priority
Claims $1,870,945
-------------- --------------
Total $1,546,688 $2,339,747,464
A copy of the schedules is available for free at
http://is.gd/FUXXEi
About Baha Mar
Orlando, Florida-based Northshore Mainland Services Inc., Baha Mar
Enterprises Ltd., and their affiliates sought protection under
Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr. D.Del.,
Case No. 15-11402). Baha Mar owns, and is in the final stages of
developing, a 3.3 million square foot resort complex located in
Cable Beach, Nassau, The Bahamas.
The bankruptcy cases are assigned to Judge Kevin J. Carey. The
Debtors are represented by Paul S. Aronzon, Esq., and Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los
Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz,
Esq.,and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, in New York. The Debtors' Delaware counsel are Laura
Davis Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson,
Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Wilmington, Delaware. The Debtors' Bahamian counsel is
Glinton Sweeting O'Brien. The Debtors' special litigation counsel
is Kobre & Kim LLP. The Debtors' construction counsel is Glaser
Weil Fink Howard Avchen & Shapiro LLP.
The Debtors' investment banker and financial advisor is Moelis
Company LLC. The Debtors' claims and noticing agent is Prime
Clerk LLC.
* * *
In September 2015, Judge Carey dismissed the Chapter 11 proceedings
filed in the Delaware court by Baha Mar chief executive officer
Sarkis Izmirlian, ruling in favor of the contractor on the project,
China Construction America (CCA), and its financier, the China
Export-Import Bank (CEXIM); but denied the motion to dismiss
Northshore Mainland Services, Inc.'s bankruptcy case.
BERNARD L. MADOFF: Can't Claw Back Overseas Transfers, Firms Say
----------------------------------------------------------------
John Kennedy at Bankruptcy Law360 reported that dozens of
investment companies that withdrew funds from Bernard Madoff's $65
billion Ponzi scheme before it collapsed asked a New York
bankruptcy court on Sept. 30, 2015, to toss the Madoff trustee's
clawback bid because the transfers took place outside the U.S.
The firms, which are based overseas, said the suits should be
dismissed because the alleged transfers did not take place on U.S.
soil and are thus not subject to the avoidance provisions of the
U.S. Bankruptcy Code.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the customers
of BLMIS are in need of the protection afforded by the Securities
Investor Protection Act of 1970. The District Court's Protective
Order (i) appointed Irving H. Picard, Esq., as trustee for the
liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his
counsel, and (iii) removed the SIPA Liquidation proceeding to the
Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland,
J.). Mr. Picard has retained AlixPartners LLP as claims agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later
transferred to Manhattan. In June 2009, Judge Lifland approved
the consolidation of the Madoff SIPA proceedings and the bankruptcy
case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of the end
of May 2015, the SIPA Trustee has recovered more than $10.699
billion and has distributed approximately $7.576 billion. When
additional settlements awaiting distribution are taken into
account, the recovery in the Madoff liquidation proceeding totals
$10.734 billion.
BIRMINGHAM COAL: Administrator Withdraws Bid to Convert Case
------------------------------------------------------------
Bankruptcy Administrator J. Thomas Corbett notified the U.S.
Bankruptcy Court for the Northern District of Alabama that he has
withdrawn his motion to convert the Chapter 11 case of Birmingham
Coal & Coke Company, Inc., et al., to a case under Chapter 7 of the
Bankruptcy Code.
The motion also asked, in the alternative, to dismiss with a 180
day injunction on refiling, based upon the Debtor providing proof
of insurance; filing operating reports and bank statements for the
month ending July 31, 2015; providing articles of incorporation and
copies of federal tax returns; and, paying the required quarterly
fees.
About Birmingham Coal
Birmingham Coal & Coke Company, Inc. produces and markets coal to
industrial, utility and export markets. It owns and operates three
coal mines with an average annual coal production of approximately
480,000 tons. The company also offers coal brokerage services.
Birmingham Coal & Coke Company, Inc. was founded in 2000 and is
based in Birmingham, Alabama. As of May 9, 2011, Birmingham Coal
operates as a subsidiary of CanAm Coal Corp.
On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting
& Reclamation LLC, and RAC Mining LLC each filed a voluntary
petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case
No. 15-02075) in Birmingham, Alabama.
The Debtors tapped Jones Walker LLP as counsel.
Birmingham Coal and Cahaba Contracting each estimated $10 million
to $50 million in assets and debt. RAC Mining estimated $1 million
to $10 million in assets and debt.
BIRMINGHAM COAL: Governmental Bar Date Extended Until Nov. 23
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
approved an agreed order extending until Nov. 23, 2015, the
deadline to file claims of governmental units against Birmingham
Coal & Coke Company, Inc.
The agreement was entered among counsel for the Debtors, the
Official Committee of Unsecured Creditors, and the Bankruptcy
Administrator.
On June 2, 2015, the Court entered the bar date order setting Sept.
3, 2015, as the bar date for governmental units to file claims.
On Sept. 2, the United States filed a motion because the order
shortened the governmental entities statutorily-mandated 180 days
to timely file proofs of claim. In its Motion, the United States
asserted that the Bankruptcy Code allows governmental units until
180 days after the petition date, or Nov. 23, to timely file a
proof of claim.
In a separate filing, the Official Consolidated Unsecured
Creditors' Committee objected to the bar date motion stating that
the proposed bar date is unreasonable as the hearing on the motion
is not set until Sept. 21, 2015.
The Committee also objects to the provision in the motion providing
that an allowed Section 503(b)(9) claim would be satisfied pursuant
to a plan of reorganization, or as ordered by the Court, or paid if
consented to by Regions Bank. The Committee averred that the
claims must not be paid without consultation and consent of the
Committee and any professional representing the Committee.
About Birmingham Coal
Birmingham Coal & Coke Company, Inc. produces and markets coal to
industrial, utility and export markets. It owns and operates three
coal mines with an average annual coal production of approximately
480,000 tons. The company also offers coal brokerage services.
Birmingham Coal & Coke Company, Inc. was founded in 2000 and is
based in Birmingham, Alabama. As of May 9, 2011, Birmingham Coal
operates as a subsidiary of CanAm Coal Corp.
On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting
& Reclamation LLC, and RAC Mining LLC each filed a voluntary
petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case
No. 15-02075) in Birmingham, Alabama.
The Debtors tapped Jones Walker LLP as counsel.
Birmingham Coal and Cahaba Contracting each estimated $10 million
to $50 million in assets and debt. RAC Mining estimated $1 million
to $10 million in assets and debt.
BIRMINGHAM COAL: Reiterates Bid for More Time to Decide on Leases
-----------------------------------------------------------------
Birmingham Coal & Coke Company, Inc., et al., maintains that they
need additional time to decide whether to assume or reject
unexpired leases.
As previously reported by The Troubled Company Reporter, the
Debtors asked the Court to extend their lease decision period up to
and including December 23, 2015, asserting that an additional time
is necessary to carefully evaluate the Unexpired Leases and any
other agreement subject to assumption or rejection. The Debtors
tell the Court that the requested extension of time will allow them
to make reasoned decisions concerning the Unexpired Leases and the
relative importance each to the Debtors' restructuring.
Regions Bank objected to the extension request. The Debtors, in
response, argued that they had set valid bases for extending the
deadline to assume or reject the leases. The Debtors also argued
that the legal method of determining the postpetition obligations
suggested by Regions is not in the best interest of the estates and
their creditors.
According to the Debtors, among other things:
1. Region's objection is flawed in several regards and due to be
overruled;
2. it is disinegenuous for Regions to contend that there is no
difference between its lease and the others which the Debtors have
assumed and seek to assume -- all of those are associated with
profitable mines; and
3. Regions wrongly contends that the Debtors are in default of
their postpetition obligations under the Regions lease -- namely
for the rent due to be paid in June.
About Birmingham Coal
Birmingham Coal & Coke Company, Inc. produces and markets coal to
industrial, utility and export markets. It owns and operates three
coal mines with an average annual coal production of approximately
480,000 tons. The company also offers coal brokerage services.
Birmingham Coal & Coke Company, Inc. was founded in 2000 and is
based in Birmingham, Alabama. As of May 9, 2011, Birmingham Coal
operates as a subsidiary of CanAm Coal Corp.
On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting
& Reclamation LLC, and RAC Mining LLC each filed a voluntary
petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case
No. 15-02075) in Birmingham, Alabama.
The Debtors tapped Jones Walker LLP as counsel.
Birmingham Coal and Cahaba Contracting each estimated $10 million
to $50 million in assets and debt. RAC Mining estimated $1 million
to $10 million in assets and debt.
BLACK ELK: Ch. 11 Case Reassigned to Judge Marvin Isgur
-------------------------------------------------------
The Hon. Letitia Z. Paul recused herself in the Chapter 11 case of
Black Elk Energy Offshore Operations, LLC.
In relation to this, the case is reassigned to the Hon. Marvin
Isgur of the U.S. Bankruptcy Court for the Southern District of
Texas.
Black Elk Energy Offshore Operations, LLC is an independent oil and
gas company headquartered in Houston, Texas. The Company filed for
Chapter 11 protection (Bankr. S.D. Tex. Case No. 15-34287) on Sept.
10, 2015. The petition was signed by Jeff Jones, chief
restructuring officer.
The Hon. Marvin Isgur presides over the case. Elizabeth A Green,
Esq., and Pamela Gale Johnson, Esq., at Baker & Hostetler LLP
represent the Debtor in its restructuring effort.
In its Voluntary Petition dated Sept. 10, 2015, the Debtor
estimated assets at $50,000 to $100,000 and debts at $100,000 to
$500,000.
BLACK ELK: Granted Complex Chapter 11 Bankruptcy Case Treatment
---------------------------------------------------------------
The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas granted Black Elk Energy Offshore Operations,
LLC, a complex Chapter 11 bankruptcy case treatment.
The case was filed as an involuntary case on Aug. 11, 2015. On
Aug. 31, the Debtor filed its consent to order for relief and filed
its motion to convert the Involuntary Chapter 7 case to a Voluntary
Chapter 11 case. On Sept. 1, 2015, the Court entered the order for
relief and entered its order granting the Debtor's motion to
convert case.
The Court sets these dates and times as the preset hearing date and
time for hearing all motions and other matters in the case:
Oct. 6 at 9:00 a.m.
Oct. 13 at 1:30 p.m.
Oct. 22 at 1:45 p.m.
In its Voluntary Petition dated Sept. 10, 2015, the Debtor
estimated assets at $50,000 to $100,000 and debts at $100,000 to
$500,000.
About Black Elk
Black Elk Energy Offshore Operations, LLC is an independent oil and
gas company headquartered in Houston, Texas. The Company filed for
Chapter 11 protection (Bankr. S.D. Tex. Case No. 15-34287) on Sept.
10, 2015. The petition was signed by Jeff Jones, chief
restructuring officer.
The Hon. Marvin Isgur presides over the case. Elizabeth A Green,
Esq., and Pamela Gale Johnson, Esq., at Baker & Hostetler LLP
represent the Debtor in its restructuring effort.
BLACK ELK: Had Until Sept. 30 to File Schedules and Statements
--------------------------------------------------------------
The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas gave Back Elk Energy Offshore Operations, LLC,
until Sept. 30, 2015, to file schedules of assets and liabilities,
schedules of executory contracts and unexpired leases and statement
of financial affairs.
Black Elk Energy Offshore Operations, LLC is an independent oil and
gas company headquartered in Houston, Texas. The Company filed for
Chapter 11 protection (Bankr. S.D. Tex. Case No. 15-34287) on Sept.
10, 2015. The petition was signed by Jeff Jones, chief
restructuring officer.
The Hon. Marvin Isgur presides over the case. Elizabeth A Green,
Esq., and Pamela Gale Johnson, Esq., at Baker & Hostetler LLP
represent the Debtor in its restructuring effort.
In its Voluntary Petition dated Sept. 10, 2015, the Debtor
estimated assets at $50,000 to $100,000 and debts at $100,000 to
$500,000.
BLACK ELK: Had Until Sept. 30 to File Schedules and Statements
--------------------------------------------------------------
Brendan Kalb, general counsel, on behalf of the Ad Hoc Committee of
holders of Black Elk Energy Offshore Operations, LLC's 13.75%
senior secured notes due 2015, substitutes Jeffrey R. Gleit, of the
law firm of Sullivan & Worcester L.L.P, as its counsel, in place of
Togut, Segal & Segal L.L.P.
Black Elk Energy Offshore Operations, LLC is an independent oil and
gas company headquartered in Houston, Texas. The Company filed for
Chapter 11 protection (Bankr. S.D. Tex. Case No. 15-34287) on Sept.
10, 2015. The petition was signed by Jeff Jones, chief
restructuring officer.
The Hon. Marvin Isgur presides over the case. Elizabeth A Green,
Esq., and Pamela Gale Johnson, Esq., at Baker & Hostetler LLP
represent the Debtor in its restructuring effort.
In its Voluntary Petition dated Sept. 10, 2015, the Debtor
estimated assets at $50,000 to $100,000 and debts at $100,000 to
$500,000.
BLACK ELK: U.S. Trustee Forms Five-Member Creditors' Committee
--------------------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region 7, appointed five
creditors to serve in the Official Committee of Unsecured Creditors
in the Chapter 11 case of Black Elk Energy Offshore Operations,
LLC.
The Committee members are:
1. Gulf Offshore Logistics, LLC
Attn: Curt Arcement
4335 Highway 308, P.O. Box 309
Raceland, LA 70394
Tel: (985) 532-1060
Fax: (985) 532-0544
E-mail: curt@gulflog.com
2. The Grand Ltd.
Attn: Nadja Knoulton
3900 N Causeway Blvd, Suite 1470
Metairie, LA 70002
Tel: (281) 499-4333
Fax: (281) 499-4336
E-mail: nadja@laredogroup.org
3. Montco Oilfield Contractors, LLC
Attn: Carroll Price
842 West Sam Houston
Parkway N, Suite 500
Houston, TX 77024
Tel: (281) 822-7157
Fax: (281) 822-6795
E-mail: carroll.price@montco.com
4. Shamrock Management LLC
Attn: Jason Lyons
4800 Highway 311
Houma, LA
Tel: (985) 872-0505
Fax: (985) 868-5231
E-mail: jason.lyons@go-shamrock.com
5. Ryan Marine Services, Inc.
Attn: Nancy Ryan
7500 Harborside Drive
Galveston, TX 77554
Tel: (409) 763-1269
Fax: (409) 741-3920
E-mail: nancy@ryanmarine.com
About Black Elk Energy Offshore Operations, LLC
Black Elk Energy Offshore Operations, LLC is an independent oil and
gas company headquartered in Houston, Texas. The Company filed for
Chapter 11 protection (Bankr. S.D. Tex. Case No. 15-34287) on Sept.
10, 2015. The petition was signed by Jeff Jones, chief
restructuring officer.
The Hon. Marvin Isgur presides over the case. Elizabeth A Green,
Esq., and Pamela Gale Johnson, Esq., at Baker & Hostetler LLP
represent the Debtor in its restructuring effort.
In its Voluntary Petition dated Sept. 10, 2015, the Debtor
estimated assets at $50,000 to $100,000 and debts at $100,000 to
$500,000.
CAESARS ENTERTAINMENT: Wants $8MM Laundering Compliance Fine Okayed
-------------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that Caesars
Entertainment Operating Co. on Sept. 30, 2016, asked an Illinois
bankruptcy judge to approve an $8 million penalty for what federal
regulators describe as "willful violations" of an anti-money
laundering law at the company's Las Vegas casino.
The penalty stems from Caesars turning a blind eye on transactions
involving high rollers in private gambling rooms at the casino over
the span of several years, court papers say. The U.S. Treasury
Department's financial crimes unit said Caesars maintained
"severely deficient internal controls" for its private gaming
salons.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended
and Restated Restructuring Support and Forbearance Agreement,
dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and
the Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.
* * *
The Troubled Company Reporter, on April 27, 2015, reported that
Fitch Ratings has affirmed and withdrawn the Issuer Default
Ratings (IDR) and issue ratings of Caesars Entertainment Operating
Company (CEOC). These actions follow CEOC's Chapter 11 filing on
Jan. 15, 2015. Accordingly, Fitch will no longer provide ratings
or analytical coverage for CEOC.
In addition, Fitch has affirmed the IDR and issue rating of
Chester Downs and Marina LLC (Chester Downs) and the ratings have
been simultaneously withdrawn for business reason.
CANNERY CASINO: S&P Puts 'B-' CCR on CreditWatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said it placed all ratings,
including its 'B-' corporate credit rating, on Las Vegas-based
Cannery Casino Resorts LLC on CreditWatch with negative
implications.
"The CreditWatch listing follows Cannery's failure to secure an
amendment to its credit facility after violating its consolidated
total leverage covenants under both its first-lien and second-lien
credit agreements," said Standard & Poor's credit analyst Stephen
Pagano.
S&P believes that Cannery is engaged in ongoing discussions with
its lending group to secure an amendment to its credit facilities
to provide covenant relief. However, the discussions around a
resolution are taking longer than S&P previously expected.
S&P continues to believe that lenders would be willing to negotiate
an amendment to covenant levels to provide Cannery with additional
time to pursue completion of the previously announced sale of the
Meadows to GLPI, which is currently under litigation. The sale of
the asset would generate significant proceeds that S&P expects
Cannery would use to repay debt. S&P believes the net proceeds
from the contemplated asset sale would be sufficient to fully repay
first-lien debt and to partially repay second-lien debt, assuming
terms similar to those originally agreed upon when the sale was
initially announced. S&P believes lenders may seek fees or higher
interest costs on the debt in exchange for the amendment
particularly given the degree of uncertainty regarding the timing
of a resolution of the dispute sale and the ultimate pay-down of
debt. In S&P's view, Cannery has some flexibility, incorporating
excess cash on the balance sheet, to absorb fees and additional
interest in exchange for an amendment. At this time, S&P believes
Cannery and the majority of lenders view a negotiated settlement as
a preferable outcome compared to default to provide Cannery some
additional time to resolve the Meadows dispute with GLPI.
The CreditWatch listing also reflects S&P's view that Cannery's
capital structure may be unsustainable over the long term if the
company does not complete the sale of its Meadows property to GLPI.
Under S&P's base-case forecast, not including a Meadows sale, it
expects leverage to remain above 9x over the next year, interest
coverage to remain in the mid-1x area, and the company to generate
minimal discretionary cash flow after accounting for required
amortization payments under the term loan. This leaves Cannery
with limited flexibility to absorb higher pricing if the financing
environment is less favorable as it approaches the 2018 maturity of
its first-lien credit facility.
"In resolving the CreditWatch listing, we will continue to monitor
the progress of Cannery's negotiations with its lending group to
secure an amendment and the impact of financing costs to the
company as a result of any amendment. In the event that we become
less confident that lenders would be willing to provide Cannery
with covenant relief through an amendment, we could lower the
ratings by at least one notch. If the company is able to secure an
amendment to the credit agreement under terms that would not
deplete the company's excess cash balances or cause EBITDA coverage
of cash interest to fall below the mid-1x area, we would likely not
lower ratings if we believe that a Meadows sale could be completed
over the near term. However, in the event Cannery is able to
secure an amendment, we could lower the ratings on the company if
we begin to believe a sale of the Meadows is unlikely to occur.
This is because we may conclude that the company's capital
structure is unsustainable over the longer term absent a sale of
the Meadows and repayment of a meaningful amount of debt," S&P
said.
CHARLOTTE RUSSE: S&P Lowers Corp. Credit Rating to 'B'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Charlotte Russe Inc. to 'B' from 'B+'. The outlook is
stable. At the same time, S&P lowered the issue-level rating on
the senior secured term loan facility to 'B' from 'B+'. The
recovery rating is '4', indicating S&P's expectations for average
recovery in the event of a default, at the low end of the 30% to
50% range.
"The rating action reflects our expectation for operating
performance and credit metrics to remain weaker than we previously
anticipated over the next 12 months as a result of merchandise that
has not resonated well with consumers," said credit analyst Andrew
Bove. "We expect operating performance will begin to recover in
fiscal 2016 as the company improves its merchandise mix."
The stable outlook reflects S&P's expectation for leverage to
remain in mid-4.0x to low-5.0x range, and FFO to debt to remain in
the mid-10% range over the next 12 months, as S&P believes
operating performance will remain weak because of recent
merchandise missteps in the next several quarters and begin to
gradually improve in fiscal 2016.
"We could lower the rating if operating performance continues its
negative trajectory over the next 12 months and improvement seems
unlikely. This could happen if the company cannot address its
merchandise issues and improve traffic trends. Under this
scenario, the company would follow up its weak performance in
fiscal 2015 with further gross margin decline of 100 bps, and
negative mid-single-digit comparable sales (compared with our
forecast of flat comparable-sales) in fiscal 2016. This would
cause debt to EBITDA to weaken to the mid-5.0x area. Although less
likely, we could also lower the rating if the financial sponsors
issued more debt for shareholder returns, resulting in weaker
credit metrics," S&P said.
"Although unlikely, we could consider a positive rating action if
the company can meaningfully improve operating performance and
credit metrics over the next few quarters by improving traffic
trends and decreasing the amount of markdown activity. Under this
scenario, gross margin would improve by 200 bps from our
expectations, and comparable-sales would be in the low-single-digit
range (compared with our forecast of negative high-single-digit
comparable-sales) resulting in debt to EBITDA of below 4.0x on a
sustained basis. In addition, we would continue to view the risk
of financial sponsors releveraging the company as minimal," S&P
noted.
CHINA MEDICAL: Paul Weiss Must Submit Privileged Docs, Court Says
-----------------------------------------------------------------
Aebra Coe at Bankruptcy Law360 reported that Paul Weiss Rifkind
Wharton & Garrison LLP must give the liquidator scrutinizing an
alleged $355 million fraud at China Medical Technologies Inc.
privileged information from an internal investigation the firm
oversaw for the bankrupt medical device maker, a New York federal
judge ruled on Sept. 30, 2015.
U.S. District Judge Ronnie Abrams said that while audit committees
play a critical role in monitoring corporate management and a
corporation's auditor prebankruptcy, the justifications for
protected attorney-client communications "dissipate in bankruptcy."
She reversed a bankruptcy court judgment.
About China Medical
China Medical Technologies Inc., a maker of diagnostic products,
filed a Chapter 15 bankruptcy petition in New York to locate money
fraudulently transferred by its principals.
The Debtor, which has been taken over by a trustee, is undergoing
corporate winding-up proceedings before the Grand Court of the
Cayman Islands. Kenneth M. Krys, the joint official liquidator,
wants U.S. courts to recognize the Cayman proceeding as the
"foreign main proceeding"
The liquidator filed a Chapter 15 petition for China Medical
(Bankr. S.D.N.Y. Case No. 12-13736) on Aug. 31, 2012. Curtis C.
Mechling, Esq., at Stroock & Stroock & Lavan, LLP, in New York,
serves as counsel.
Cosimo Borrelli and Yuen Lai Yee (Liz) on Nov. 29, 2012, were
appointed as liquidators of China Medical Technologies Inc.
The liquidators may be reached at:
Cosimo Borrelli
Yuen Lai Yee (Liz)
Level 17, Tower 1
Admiralty Centre
18 Harcourt Road
Hong Kong
CHRYSLER GROUP: Execs Ask 6th Circuit to Reopen Benefits Suit
-------------------------------------------------------------
Dani Meyer at Bankruptcy Law360 reported that former Chrysler
executives urged the U.S. Court of Appeals for the Sixth Circuit on
Sept. 29, 2015, to breathe new life into their retirement benefit
and age discrimination suit against Daimler AG, arguing that the
automaker's contention that their trust agreement isn't enforceable
distorts the intended framework of the Employee Retirement Income
Security Act.
The plaintiffs said in their reply brief that the courts generally
recognize that ERISA plans are operated through trust agreements
and regard them as enforceable contracts, rejecting Daimler's
argument that the Rabbi Trust -- created to hold assets.
About Old Carco LLC (f/k/a Chrysler LLC)
Chrysler Group LLC, formed in 2009 from a global strategic alliance
with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck,
Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and
products. Headquartered in Auburn Hills, Michigan, Chrysler Group
LLC's product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Ram
Truck.
Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of Dec. 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363 of
the Bankruptcy Code that would effect an alliance between Chrysler
and Italian automobile manufacturer Fiat. As part of that deal,
Fiat acquired a 20% equity interest in Chrysler Group.
Under the terms approved by the Bankruptcy Court, the company
formerly known as Chrysler LLC on June 10, 2009, formally sold
substantially all of its assets, without certain debts and
liabilities, to a new company that will operate as Chrysler Group
LLC. The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case. Those loans are to
be repaid with the proceeds of the bankruptcy estate's liquidation.
Old Carco's Second Amendment Joint Plan of Liquidation was
confirmed by the Bankruptcy Court on April 23, 2010.
COCRYSTAL PHARMA: Board OKs Appointment of CEO and CMO
------------------------------------------------------
The Board of Directors of Cocrystal Pharma, Inc., approved the
appointment of Jeffrey Meckler to serve as the Company's chief
executive officer. Prior to his appointment, Mr. Meckler had been
serving as the Company's interim chief executive officer.
As previously disclosed, on Sept. 21, 2015, the Company and Mr.
Meckler entered into an employment agreement, subject to
ratification by the Board, pursuant to which Mr. Meckler will
receive an annual salary of $340,000 and be eligible for an annual
bonus equal to up to 50% of his base salary, subject to achievement
of certain performance targets. In addition, effective Oct. 1,
2015, Mr. Meckler received a grant of 16,000,000 ten-year stock
options, vesting in five equal annual increments with the first
vesting date being one year from grant date, subject to continued
employment on each applicable vesting date and accelerated vesting
under certain conditions. Mr. Meckler's employment is on an
at-will basis.
In addition, on Oct. 1, 2015, the Board approved the appointment of
Dr. Douglas Mayers as the Company's chief medical officer. As
previously disclosed, on Sept. 18, 2015, the Company and Dr. Mayers
entered into an employment agreement, subject to ratification by
the Board, pursuant to which Dr. Mayers will receive an annual
salary of $280,000 and be eligible for an annual bonus equal to up
to 35% of his base salary, subject to achievement of certain
performance targets. In addition, effective Oct. 1, 2015, Dr.
Mayers received a grant of 2,400,000 ten-year stock options,
vesting in four equal annual increments with the first vesting date
being one year from grant date, subject to continued employment on
each applicable vesting date and accelerated vesting under certain
conditions. Dr. Mayer's employment is on an at-will basis.
About Cocrystal Pharma
Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals,
Inc., is a pharmaceutical company with a mission to discover novel
antiviral therapeutics as treatments for serious and/or chronic
viral diseases. Cocrystal Pharma employs unique technologies and
Nobel Prize winning expertise to create first- and best-in-class
antiviral drugs. These technologies and the Company's market-
focused approach to drug discovery are designed to efficiently
deliver small molecule therapeutics that are safe, effective and
convenient to administer.
The Company's primary business going forward is to develop novel
medicines for use in the treatment of human viral diseases.
Cocrystal has been developing novel technologies and approaches to
create first-in-class and best-in-class antiviral drug candidates
since its initial funding in 2008. Subsequent funding was
provided to Cocrystal Discovery, Inc., by Teva Pharmaceuticals
Industries, Ltd., or Teva, in 2011. The Company's focus is to
pursue the development and commercialization of broad-spectrum
antiviral drug candidates that will transform the treatment and
prophylaxis of viral diseases in humans. By concentrating the
Company's research and development efforts on viral replication
inhibitors, the Company plans to leverage its infrastructure and
expertise in these areas.
Cocrystal Pharma reported a net loss of $99,000 in 2014 following a
net loss of $3.8 million in 2013.
As of June 30, 2015, the Company had $269.12 million in total
assets, $72.6 million in total liabilities and $196.52 million in
total stockholders' equity.
COLT DEFENSE: Union Balks at Proposed Claims Bar Date
-----------------------------------------------------
The International United Auto Workers and its Local 376 objected to
Colt Holding Company LLC, et al.'s motion asking the Court to
establishing deadlines and procedures for filing proofs of claim.
According to the Union, the proposed bar date order contains a
limited exception that provides that a proof of claim need not be
filed by "current employee[s] of the Debtors, if an order of the
Court authorized the Debtors to honor such claim[s] in the ordinary
course of business as a wage, commission, or benefit, provided,
however, that a current employee must submit a proof of claim by
the General Bar Date for all other claims arising before the
Petition Date, including claims for benefits not provided for
pursuant to an order of the Court, wrongful termination,
discrimination, harassment, hostile work environment, and
retaliation."
The UAW submits that the exception is too narrow, with the result
that employees will be subject to the proposed general bar date as
to wage claims, benefit claims, or other contract based claims
which they may assert, notwithstanding the non-modification of
Section 1114 of the Bankruptcy Code "retiree benefits," the
unrejected status of the CBA, and the continued application to the
Debtors of the CBA's mandatory arbitration provisions.
The UAW requested that the proposed bar date order be modified to
make clear that proofs of claim for the Debtors' UAW-represented
employees and retirees need only be filed after any rejection of
the CBA.
The UAW is the collective bargaining representative of the Debtors'
United States hourly employees. The UAW and the Debtor Colt's
Manufacturing Company LLC are parties to a current collective
bargaining agreement entered into on April 1, 2014, which is
terminable by either party to the CBA no earlier than March 31,
2019, and the rejection of which is governed by Bankruptcy Code
Section 1113, 11 U.S.C. 1113.
The Debtors, in their motion, requested that the Court set 45 days
after the service date, at 5:00 p.m., as the general bar date, and
Dec. 11, 2015, at 5:00 p.m., as the governmental bar date.
Proofs of claim must be submitted to the Debtors' claim agent
Kurtzman Carson Consultants LLC, by overnight mail, courier
service, hand delivery or in person to:
Colt Claims Processing
c/o Kurtzman Carson Consulting, LLC
2335 Alaska Avenue
El Segundo, CA 90245
About Colt Defense
Colt Defense LLC is one of the world's oldest and most iconic
designers, developers, and manufacturers of firearms for military,
law enforcement, personal defense, and recreational purposes and
was founded over 175 years ago by Samuel Colt, who patented the
first commercial successful revolving cylinder firearm in 1836 and
began supplying U.S. and international military customers with
firearms in 1847. Colt is incorporated in Delaware and
headquartered in West Hartford, Connecticut.
In 1992, Colt Manufacturing Company, then the principal operating
subsidiary, filed chapter 11 petitions in the U.S. Bankruptcy
Court
for the District of Connecticut. An investment by Zilkha & Co.
allowed CMC to confirm a chapter 11 plan and emerge from
Bankruptcy
in 1994.
Sometime after 1994, majority ownership of the Company
transitioned
from Zilkha & Co. to Sciens Capital Management.
On June 12, 2015, Colt's exchange offer, consent solicitation and
solicitation of acceptances of a prepackaged plan of
reorganization, dated April 14, 2015, as supplemented, with
respect
to its $250 million in 8.75% Senior Notes due 2017 expired. The
conditions to the exchange offer, the consent solicitation and the
prepackaged plan of reorganization were not satisfied, and those
conditions were not waived by Colt. Colt's restructuring support
agreement with Marblegate Special Opportunities Master Fund, L.P.
and Morgan Stanley Senior Funding, Inc., the Company's senior
secured term loan lenders, requires it to file for Chapter 11
bankruptcy.
Accordingly, Colt Holding Company LLC and nine affiliates,
including Colt Defense LLC, on June 14, 2015, filed voluntary
petitions (Bankr. D. Del. Lead Case No. 15-11296) for relief under
Chapter 11 of the Bankruptcy Code to pursue a sale of the assets
as
a going concern. Colt Defense estimated $100 million to $500
million in assets and debt.
On June 16, 2015, the Court directed the joined administration of
the assets.
The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny
&
Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC as
claims and noticing agent. Perella Weinberg Partners L.P. is
acting as financial advisor of the Company, and Mackinac Partners
LLC is acting as its restructuring advisor.
Wilmington Savings Fund Society, FSB, as agent under the $13.33
million Term DIP Loan Agreement, is represented by Pryor Cashman
LLP's Eric M. Hellige, Esq.; and Willkie Farr & Gallagher LLP's
Leonard Klingbaum, Esq.
Cortland Capital Market Services LLC, as agent under the $6.67
million Senior DIP Credit Agreement, is represented by Holland &
Knight LLP's Joshua M. Spencer, Esq.; Stroock & Stroock & Lavan
LLP's Brett Lawrence, Esq.; and Osler, Hoskin & Harcourt LLP's
Richard Borins, Esq., and Tracy Sandler, Esq.
The U.S. Trustee for Region 3 appointed five creditors of Colt
Defense Inc. and its affiliates to serve on the official committee
of unsecured creditors. MagPul Industries Corp. has resigned from
the committee leaving only four Committee members.
* * *
Colt's equity sponsor, Sciens Capital Management, has agreed to
act
as a stalking horse bidder in the proposed asset sale. Details of
the deal were not provided in Colt's news statement announcing the
Chapter 11 filing. Colt, however, said it would be soliciting
competing bids and has appointed an independent committee of its
board of managers to manage the process and evaluate bids. Colt
expects to complete the entire Chapter 11 process in 60-90 days.
Sciens Capital is represented by Skadden, Arps, Slate, Meagher &
Flom LLP's Anthony W. Clark, Esq., and Jason M. Liberi, Esq.
COLTS NECK GOLF: Denial of Bid to Appoint Ch. 11 Trustee Affirmed
-----------------------------------------------------------------
Judge Freda L. Wolfson of the United States District Court for the
District of New Jersey affirmed the bankruptcy court's denial of
Salvatore Martelli's motion to appoint a trustee under Section 1104
of the Bankruptcy Code, but reversed the denial of his motion for
relief from automatic stay.
On December 23, 2014, the United States Bankruptcy Court for the
District of New Jersey issued an order denying Martelli's motion
for reconsideration for, inter alia, an order denying the
appointment of a Chapter 11 trustee or examiner, and denying his
request for a comfort order that the automatic stay does not act to
prevent him from filing a case in the New Jersey Superior Court
against Dr. Anthony DeGennaro, Carmella DeGenarro and Pegasus
Properties, LLC, to recover an allegedly fraudulent transfer or, in
the alternative, for an order granting relief from the automatic
stay to allow him to file the fraudulent transfer suit against the
DeGennaros and Pegasus.
Judge Wolfson held that while the state court found that DeGennaro
acted "oppressively and unfairly," this does not necessarily equate
to dishonesty. The judge explained that "unfairness," in contrast
to "dishonesty", is not one of the listed "causes" for appointment
of a Chapter 11 trustee under section 1104(a)(1). Judge Wolfson
also added that while the debtor Colts Neck Golf and Country Club,
Inc. ("CNGCC") appears to have breached its fiduciary duties to
Martelli prior to filing for bankruptcy, Martelli has not shown
that the debtor has continued to breach its fiduciary duties as
debtor-in-possession after the bankruptcy petition was filed.
Neither did Judge Wolfson find that the appointment of a trustee
would be in the best interests of the creditors of the debtor's
estate.
Judge Wolfson, however, held that the bankruptcy court abused its
discretion in denying Martelli's request for relief from automatic
stay because the bankruptcy court's explanation did not provide
sufficient reason for its denial. Judge Wolfson found that, as a
matter of equity, permitting Martelli to pursue a lawsuit against
Pegasus and DeGennaro will not result in any harm to the debtor's
estate. Instead, such a suit can only benefit the estate since no
estate funds will go toward the litigation, and any recovery will
be added to the estate, which can be distributed to creditors.
The case is SALVATORE MARTELLI, Appellant, v. COLTS NECK GOLF AND
COUNTRY CLUB, Appellee, CASE NO. 14-8101 (FLW) (D.N.J.).
A full-text copy of Judge Wolfson's August 24, 2015 opinion is
available at http://is.gd/K8F99Efrom Leagle.com.
Salvatore Martelli is represented by:
Jules L. Rossi, Esq.
208 Main St.
Asbury Park, NJ 07712
Tel: (732) 774-5520
Colts Neck Golf & Country Club, Inc. is represented by:
Joseph M. Casello, Esq.
COLLINS, VELLA & CASELLO, LLC
2317 Highway 34, Suite 1A
Manasquan, New Jersey 08736
Tel: (732) 751-1766
Colts Neck, New Jersey-based Colts Neck Golf & Country Club, Inc.,
dba Colts Neck Golf Club, sought protection under Chapter 11 of the
Bankruptcy Code on June 11, 2014 (Bankr. D.N.J., Case No.
14-22032). The case was assigned to Judge Christine M. Gravelle.
The Debtor's Counsel is Joseph Casello, Esq., at Collins, Vella &
Casello, in Farmingdale, New Jersey.
COMPUTER SCIENCES: S&P Assigns 'BB+' CCR, Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB+' corporate credit rating to Nevada-based Computer Sciences
Government Services Inc. The outlook is stable.
At the same time, S&P assigned its 'BB+' issue-level rating and '3'
recovery rating to the company's proposed $3.5 billion secured
credit facility (which comprises a $500 million term loan A1 due
2018, a $1 billion term loan A2 due 2020, a $500 million revolver
due 2020, and a $1.5 billion term loan B due 2022). The '3'
recovery rating indicates S&P's expectation for meaningful
(50%-70%; lower half of the range) recovery in a simulated default
scenario.
"Our rating on CS Gov takes into account the competitive nature of
the government services market and the company's elevated debt
levels, but also incorporates its leading market positions, its
higher profit margins compared with most government information
technology (IT) service providers', and its solid and predictable
free cash flow, much of which we expect will be used for debt
reduction over the next two years," said Standard & Poor's credit
analyst Chris Mooney.
The stable outlook on CS Gov reflects S&P's belief that the company
will likely generate solid cash flow despite the challenging
conditions for service contractors, which--if used for debt
reduction--should cause the company's debt-to-EBITDA metric to
decline to 3.2x-3.6x over the next year from slightly less than 4x
on a pro forma basis.
S&P could raise its rating on CS Gov if the company's
debt-to-EBITDA metric fell below 2.75x for a sustained period,
which would most likely occur if the company reduced its debt and
posted an operational performance that exceeded S&P's expectations
over the next year, including a significant increase in new awards
and a meaningful improvement in the company's EBITDA margins from
management's cost-reduction efforts.
S&P could lower its rating on CS Gov if the company's debt-to-EBITD
metric rises above 4x and its FFO-to-debt ratio remains below 20%
for a sustained period, which could occur if the company curtailed
its debt reduction and posted lower-than-expected earnings because
of the loss of key contracts, integration problems, or increased
price competition for new awards.
CONTOURGLOBAL LP: Fitch Assigns 'B+' LT Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings (Fitch) has assigned a first time 'B+' Long-term
Issuer Default Rating (IDR) to ContourGlobal L.P. (CGLP). The
Rating Outlook is Stable. Simultaneously, Fitch has assigned
'BB+/RR1' rating to ContourGlobal Power Holdings S.A.'s (CGPH) $30
million super senior revolver due 2018 and 'BB-/RR3' to CGPH's $400
million senior secured notes due 2019. CGPH is a financing
subsidiary of CGLP and the ratings of its debt obligations
primarily benefit from a guarantee from CGLP.
The individual security ratings at CGLP are notched based on a
recovery model that reflects the IDR and the priority ranking of
the debt obligations in a hypothetical default scenario.
KEY RATING DRIVERS
Diversified Assets with Long Term Contracts
CGLP owns and/or operates approximately 3.6GW (CGLP's share 2.8GW)
of generation facilities with 314MW (CGLP's share 216MW) under
construction. The generation facilities are diversified
geographically with presence in 20 countries and three continents.
Europe, Latin America, and Africa are expected to account for 53%,
34% and 13% of 2016 EBITDA. The generation capacity (including
projects under construction) is comprised of 31% gas, 31% coal, 22%
wind, 11% hydro, 3% fuel oil and remaining in solar and biomass.
Long term contracts and regulated revenues account for 91% of total
revenue between 2014 and 2021. Power Purchase Agreements (PPAs)
have a weighted average life of approximately 12 years. Majority of
PPAs are either capacity based which covers fuel cost and other
variable costs or with fixed long term prices with inflation
pass-through. Most PPA offtakers hold an investment grade credit
rating.
Counterparty Concentration
CGLP's two largest projects Maritsa (908MW lignite, CGLP's share
663MW) in Bulgaria and Arrubal (800MW natural gas) in Spain will
represent approximately 27% and 14% of 2015 EBITDA, which is a
credit concern. With acquisitions and new projects coming into
service, the combined EBITDA of these two projects could decline to
36% but remain substantial. The normalized cash available to CGLP
from these two projects as a percentage of all cash available to
CGLP is generally consistent with the EBITDA proportion. Bulgaria's
Natsionalna Elektricheska Kompania EAD (NEK) is the offtaker for
Maritsa. NEK is not rated by Fitch. NEK's parent Bulgarian Energy
Holding EAD (BEH) currently holds an IDR of BB- and Negative
Outlook by Fitch. BEH is 100% owned by the Bulgarian government
through the Ministry of Economy. Gas Natural, SDG S.A.
(IDR'BBB+'/Stable Outlook) is the offtaker for Arrubal in Spain.
Maritsa Settlement
The recent settlement between NEK and Maritsa regarding PPA
capacity price reduction under the direction of Bulgaria's Energy
and Water Regulatory Commission (EWRC) removes a substantial
overhang for CGLP; however, it highlights the political challenges
that CGLP faces. Under the settlement, CGLP will reduce capacity
prices by 15% and NEK will pay CGLP approximately EUR88 million in
net proceeds, eliminating the uncertainty of chronic late payments
from NEK.
Limited Financial Flexibility
CGLP relies on external funding sources to execute its growth
strategy. Non-resource senior secured project financing is the
primary source of funding. Project assets are encumbered and are
subject to various security restrictions that could be very complex
and prevent upstream distribution to CGLP. Additionally, CGLP's
capability to access public capital markets is largely untested.
Challenging Operating Environment
Though CGLP's exposure to commodity prices and demand changes are
mitigated by the terms of the PPAs, it is subject to structural
changes and political risk.
Fitch's general view is that European wholesale power prices will
remain at their current low level through 2019. Carbon policies are
relatively less drastic in Bulgaria than in western Europe. Some
central European countries from the European Union, which have
substantial power generation from coal and lignite-fired plants,
such as Bulgaria and Poland, benefit from a gradual phase-out of
free carbon dioxide allowances until 2020. Power plants in these
countries do not have to purchase 100% of CO2 allowances but
40%-60% and going up to 100% by 2020. In the other parts of the
European Union (EU), power plants have to purchase 100% of their
CO2 allowances, which dents their profit margins on power
generation. The price of CO2 allowances is slowly going up
(EUR8/tonne) but it is still relatively low compared to 2011
(EUR22/tonne) due to economic slowdown and oversupply. However, the
EU intends to limit supply in order to support CO2 prices.
In Spain, gas-fired power plants, including CGLP's Arrubal plant,
receive capacity payments from the system operator. Although this
capacity payment currently represents only 4% of project's total
revenue, the political pressure to reduce payment could be a long
term concern. These capacity payments were reduced as part of a
larger energy sector reform in 2012-2014 targeting elimination of
the tariff deficit in Spain. CGLP's capacity payment from the
system operator was reduced by approximately 33%. To compensate for
the reduction, the capacity payment contract was extended till 2017
instead of 2015.
To mitigate political risks, CGLP enters into Political Risk
Insurance (PRI) policies for non-investment grade countries except
for the Kramatorsk project in Ukraine. PRI coverage includes
expropriation, political violence, currency inconvertibility,
forced divesture, forced abandonment and breach of contract via
non-honoring of arbitral award.
Credit Metrics
CGLP's credit metrics are at the low end of the range for the
rating. There is limited headroom in the assigned 'B+' rating level
if material negative credit events occur. Fitch evaluates CGLP's
credit metrics both on consolidated basis and on distribution
basis. The consolidated method acknowledges that although project
debt is non-recourse, CGLP will likely provide financial support in
time of stress especially for its large projects. Additionally,
many projects such as Maritsa are contracted with government or
quasi-government entities, thus could be complex to terminate. As
several projects which have been acquired or become fully
operational in 2015 - 2016, Fitch projects consolidated FFO lease
adjusted leverage to decline to 6.3x in 2017 from the current 8x.
On a distribution only basis, Fitch projects recourse
debt/distribution to average 4.8x for the next three years. The
distribution cash flow is structurally inferior to cash flow at the
operating company level.
Long-term Re-contracting Risks
Re-contracting exposes CGLP to uncontrollable factors such as fuel
and energy prices and demand changes. The PPAs for approximately
45% of the total capacity will expire before 2025 which include
Maritsa's PPA expiring in 2024 and Arrubal's in 2021. If the weak
wholesale power prices and low capacity utilisation for gas-fired
plants were to continue in Europe, many PPA contracts are likely to
be re-contracted with a shorter term or become uncontracted.
Pending Yieldco Could Add Complexity
In April 2015, CGLP filed with the SEC to establish a ContourGlobal
Yield Limited to be publicly listed in the U.S. Generally, a
yieldco structure is credit negative or at best neutral to the
sponsor. Fitch acknowledges that yieldco structure adds additional
funding source and could improve scale and distribution to the
sponsor. However, CGLP will likely transfer its most valuable
assets to yieldco, and potentially create more layers of structural
subordination and cash leakage. A yieldco structure will also
incentivize the pursuit of more aggressive growth strategy in order
to achieve distribution targets. If yieldco becomes publically
listed, CGLP's ratings will be evaluated based on factors such as
the usage of the equity proceeds, the severity of structural
subordination and cash leakage, the planned limited partner
ownership and distribution structure.
Recovery Analysis
The 'BB+/RR1' ratings for CGPH's super senior revolver and
'BB-/RR3' for its $400 million senior secured notes are based on
Fitch's recovery waterfall and incorporates the limit on total
security available to the secured debtholders under the credit
agreement. Fitch values CGLP's equity interest in its operating
subsidiaries at $462 million under a distressed scenario. The 'RR1'
rating for the revolver reflects outstanding recovery prospects
given default with securities historically recovering 91% - 100% of
current principal and related interest and reflects a three-notch
positive differential from CGLP's 'B+' IDR. The 'RR3' rating for
the senior secured notes reflects a one-notch positive differential
from the 'B+' IDR and indicates good recovery of principal and
related interest of between 51% -70%.
Liquidity
CCGLP will continue to rely on external financing for its
investment needs. In April 2015, CGPH entered into a three-year
super-senior $30 million bank revolving credit agreement. The
facility is currently undrawn. In July 2015, CGPH entered into a
$150 million senior secured bridge loan agreement which if not
refinanced would term out to 2019, primarily to fund its equity
commitment in the Vorotan project and construction in KivuWatt and
Cap des Biches. Debt maturity is manageable. The existing senior
secured notes and the senior secured bridge loan are not due until
2019.
The primary financial covenant requires CGLP to maintain the Debt
Service Coverage Ratio above 2.25x, and the non-guarantor combined
leverage ratio (excluding project financed subsidiaries) equal to
or less than 5.0 to 1.0. Considering the contributions from
acquired or to be completed new projects, Fitch estimates CGLP to
have approximately $300 million in debt capacity at the corporate
level in the next two years. As of Sept. 25, 2015, cash and cash
equivalents includes $99 million of unrestricted cash and $227
million cash for debt service or security at the project level.
KEY ASSUMPTIONS
-- Approximately $140 million equity investment for committed
acquisitions or construction in 2015;
-- Continuation of Arrubal's reduced capacity payment from the
system operator until government contract expires in 2017;
-- Receives NEK payment of EUR 88 million regarding to overdue
receivables in Q4, 2015;
-- Reduce capacity payment from NEK by 15% starting June 2015;
-- Maritsa and Arrubal availability factors are at required level
of 82% for Maritsa, and 86%-93% for Arrubal. Fitch notes that
actual availabilities have been higher historically.
RATING SENSITIVITIES
Positive:
Based on the projected credit metrics for the next 3-5 years, and
pending the yieldco transaction, it is unlikely that CGLP's ratings
will be upgraded. Nevertheless, future developments that may,
individually or collectively, lead to a positive rating action
include:
-- On a consolidated basis, FFO lease adjusted gross leverage
below 5.0x on a sustained basis; On a distribution only basis,
recourse debt/distribution below 3.0x on a sustained basis.
-- Materially reduced counterparty concentration risks such that
EBITDA from any single offtaker is consistently less than 15%;
-- High likelihood of recontracting major PPAs at a level that is
similar to existing pricing levels with similar durations.
Negative: Future developments that could lead to negative rating
action include:
-- On a consolidated basis, FFO lease adjusted gross leverage
above 7.5x on a sustained basis; On a distribution only basis,
recourse debt/distribution above 5.5x on a sustained basis;
-- If the major PPAs experience unexpected and material price
reduction from current levels or termination;
-- If more than 50% of total revenue becomes uncontracted;
-- The yieldco transaction, if executed, leads to material
structural subordination, cash leakage or additional yieldco
or sponsor debt such that they cause credit metrics to breach
the above-outlined negative guideline ratios.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following ratings and Outlook:
CGLP
-- Long-term IDR 'B+'; Stable Outlook.
CGPH
-- $30 million super senior revolver (guaranteed) 'BB+/RR1';
-- $400 million 7.125% senior secured notes due 2019 (guaranteed)
'BB-/RR3'.
CRYOPORT INC: Appoints Robert Hariri to Board of Directors
----------------------------------------------------------
Cryoport, Inc., announced the appointment of Robert Hariri, MD, PhD
to its Board of Directors.
Dr. Hariri is the chairman, founder and chief scientific officer of
Celgene Cellular Therapeutics, one of the world's largest human
cellular therapeutics companies and wholly owned subsidiary of
Celgene Corporation. He has pioneered the use of stem cells and
biomaterials to treat a range of life threatening diseases and has
made transformative contributions in the field of tissue
engineering.
Dr. Hariri is a visionary scientist, surgeon, aviator and
entrepreneur. He has over 100 issued and pending patents; authored
over 100 published chapters, articles and abstracts; and is most
recognized for his discovery of pluripotent stem cells from the
placenta and as a member of the team which discovered the
physiological activities of TNF (tumor necrosis factor).
Along with J. Craig Venter, PhD, Dr. Hariri, is co-founder &
president of Human Longevity Cellular Therapeutics, Inc. located in
San Diego, CA, a leader in genomics and cellular technology. He is
Founder and Chairman of Myos Corporation located in Cedar Knolls,
NJ, an emerging bio-therapeutics and bio-nutrition company focused
on the discovery, development and commercialization of products
that improve muscle health and function essential to the management
of sarcopenia, cachexia and chronic and acute muscle diseases.
Dr. Hariri also serves on numerous Boards of Directors, including
Myos Corporation, Bionik Laboratories and Provista Diagnostics. Dr.
Hariri is a member of the scientific advisory board for the Archon
X PRIZE for Genomics, which is awarded by the X PRIZE Foundation.
He is also a member of the Board of Trustees of the J. Craig Venter
Institute, a Trustee of the Liberty Science Center and has been
appointed Commissioner of the New Jersey Commission on Cancer
Research.
Dr. Hariri was recipient of the Thomas Alva Edison Award in 2007
and 2011, The Fred J. Epstein Lifetime Achievement Award and has
received numerous other honors for his many contributions to
biomedicine and aviation. He is an Adjunct Associate Professor of
Pathology at the Mount Sinai School of Medicine and served as a
member of the Board of Visitors of his alma mater, Columbia
University School of Engineering & Applied Sciences and the Science
& Technology Council of the College of Physicians and Surgeons.
Dr. Hariri was awarded his M.D. and Ph.D. degrees from Cornell
University Medical College and received his surgical training at
The New York Hospital-Cornell Medical Center. He also directed the
Aitken Neurosurgery Laboratory and the Center for Trauma Research.
Dr. Hariri has also produced several feature films and
documentaries, which can be reviewed at www.imdb.com.
Dr. Hariri stated, "As an established investor in Cryoport's common
stock, I have a great deal of confidence in the need and demand for
Cryoport's cold chain and logistical solutions in the life sciences
market, which is expected to increase substantially as cellular
therapies such as stem cells, immunotherapies and, especially,
CAR-T cell therapies come to commercialization. These advanced
therapies require rigid and well-designed enhanced cold chain
management solutions to ensure effective patient treatment, as
temperature excursion will affect efficacy. To effectively bring
these therapies through clinical trials and commercialization,
after receiving FDA approval, the use of advanced cold-chain
solutions, such as Cryoport's, is crucial. The cellular therapies
market, on a broad scale, is greatly enhanced by the presence and
use of Cryoport’s technologies."
He continued, "My extensive involvement with cellular and
regenerative medicines throughout my career brought Cryoport to my
attention long before being invited to join the Company's Board of
Directors. As indicated by my previous actions, I believe the
Company is an incredible investment opportunity as the services
Cryoport provide are crucial to the development of the next stage
of the life sciences industry and cellular therapies, in
particular."
Jerrell Shelton, CEO of Cryoport, said, "The appointment of such a
notable cellular therapy industry participant as Dr. Robert Hariri
speaks volumes about Cryoport's positioning within the advancing
life sciences markets, including stem cells; immunotherapies,
especially CAR-T cell therapies; animal husbandry; and human
reproductive medicine. Dr. Hariri will be an enormous asset to our
company and its Board of Directors, as he brings wide ranging and
extensive experience within cellular and regenerative therapies."
"Cryoport's services as applied in cellular and regenerative
medicines achieve the highest possible standards in cold chain
logistics, especially as related to standardizing cell
cryopreservation during shipment packaging, shipping, information,
and, sometimes, short duration storage. Dr. Hariri's recognition
of Cryoport as the most advanced cryogenic logistics solution in
the world is a tribute to the Cryoport team and the services
provided by the company," concluded Shelton.
As a non-employee director, he will participate in the Company's
director compensation plan governed by the Compensation Committee
and will receive an initial grant to purchase 50,000 shares of the
Company's common stock upon joining the Board, which will vest
monthly over four years. In addition, Dr. Hariri elected to
receive shares of unregistered common stock of the Company in lieu
of cash compensation for his services as a director of the Company.
Under the director compensation plan, Dr. Hariri will be issued
shares of common stock calculated by dividing the quarterly cash
compensation of $10,000 that he is eligible to receive for his
services, multiplied by 1.15, by the volume weighted average price
of the Company's common stock for the last five days of the trading
month ending each quarter.
About Cryoport
Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries. Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.
Cryoport reported a net loss attributable to common stockholders of
$12.2 million for the year ended March 31, 2015, compared to a net
loss attributable to common stockholders of $19.6 million for the
year ended March 31, 2014. As of June 30, 2015, the Company had $4
million in total assets, $1.9 million in total liabilities and $2
million in total stockholders' equity.
KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2015, citing that the
Company has incurred recurring operating losses and has had
negative cash flows from operations since inception. Although the
Company has cash and cash equivalents of $1.4 million at March 31,
2015, management has estimated that cash on hand, which include
proceeds from Class B convertible preferred stock received
subsequent to the fourth quarter of fiscal 2015, will only be
sufficient to allow the Company to continue its operations into the
third quarter of fiscal 2016. These matters raise substantial
doubt about the Company's ability to continue as a going concern.
CTI BIOPHARMA: Court Preliminary Okays Derivative Suit Settlement
-----------------------------------------------------------------
As previously disclosed in the Quarterly Report on Form 10-Q for
the quarter ended June 30, 2015, filed by CTI BioPharma Corp. with
the Securities and Exchange Commission on Aug. 6, 2015, the Company
(as nominal defendant) and the Company's directors (as individual
defendants) entered into a memorandum of understanding on May 13,
2015, to settle the shareholder derivative action titled Lopez &
Soper v. Nudelman, et al., Case No. 14-2-18941-9 SEA, pending in
the Superior Court of the State of Washington, King County.
On Sept. 25, 2015, the Court issued an order granting preliminary
approval to the proposed settlement. The Court has scheduled a
hearing on Dec. 10, 2015, at 4:00 p.m. (PT) in Courtroom E-960 of
the Superior Court of Washington, King County located at 516 Third
Avenue, Seattle, Washington, 98104, to determine, among other
things, whether it should issue an order for final approval of the
proposed settlement. Pursuant to the Court's Order, no later than
Nov. 20, 2015, any objections to the settlement must be filed in
writing with the Court and duly served, in each case, in accordance
with the requirements specified in the Notice of Proposed
Settlement. Additional information concerning the terms of the
proposed settlement and the Dec. 10, 2015, hearing may also be
found in such Notice of Proposed Settlement.
About CTI BioPharma
CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis. CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.
CTI Biopharma reported a net loss attributable to common
shareholders of $96 million in 2014, compared with a net loss
attributable to common shareholders of $49.6 million in 2013.
As of March 31, 2015, the Company had $63.1 million in total
assets, $48.7 million in total liabilities, $240,000 in common
stock purchase warrants, $14.1 million in total shareholders'
equity.
CTI BIOPHARMA: Has Negative $18M Financial Standing at Aug. 31
--------------------------------------------------------------
CTI Parent Company reported total estimated and unaudited net
financial standing of negative $18.9 million as of Aug. 31, 2015.
The total estimated and unaudited net financial standing of CTI
Consolidated Group as of Aug. 31, 2015, was negative $17.8
million.
CTI Parent Company trade payables outstanding for greater than 30
days were approximately $9.5 million as of Aug. 31, 2015.
CTI Consolidated Group trade payables outstanding for greater than
30 days were approximately $11.9 million as of Aug. 31, 2015.
During August 2015, there were solicitations for payment only
within the ordinary course of business and there were no
injunctions or suspensions of supply relationships that affected
the course of normal business.
As of Aug. 31, 2015, there were no amounts overdue of a financial
or tax nature, or amounts overdue to social security institutions
or overdue to employees.
During the month of August 2015, the Company's common stock, no par
value, outstanding increased by 62,012 shares. As a result, the
number of issued and outstanding shares of Common Stock as of Aug.
31, 2015, was 180,721,087.
A full-text copy of the press release is available for free at:
http://is.gd/uXUFXi
About CTI BioPharma
CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis. CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.
CTI Biopharma reported a net loss attributable to common
shareholders of $96 million in 2014, compared with a net loss
attributable to common shareholders of $49.6 million in 2013.
As of March 31, 2015, the Company had $63.1 million in total
assets, $48.7 million in total liabilities, $240,000 in common
stock purchase warrants, $14.1 million in total shareholders'
equity.
CTI BIOPHARMA: Mark Lampert Reports 5.2% Stake as of Sept. 24
-------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Mark N. Lampert, director and officer of BVF Inc.,
disclosed that as of Sept. 24, 2015, he beneficially owned
10,000,000 shares of common stock of CTI Biopharma Corp., which
represents 5.2 percent of the shares outstanding. A copy of the
regulatory filing is available for free at http://is.gd/dTHDDj
About CTI BioPharma
CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis. CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.
CTI Biopharma reported a net loss attributable to common
shareholders of $96 million in 2014, compared with a net loss
attributable to common shareholders of $49.6 million in 2013.
As of March 31, 2015, the Company had $63.1 million in total
assets, $48.7 million in total liabilities, $240,000 in common
stock purchase warrants, $14.1 million in total shareholders'
equity.
CYBERCO: Judge Enters $80MM Judgment Against Huntington National
----------------------------------------------------------------
A federal district court in Michigan (United State District Court
Western District of Michigan Southern Division) on September 28,
2015, entered a judgment (Case 1:12-cv-01113) against Huntington
National Bank in the amount of $71,833,628.81, that with interest
will exceed $80 million. The judgment will be shared by victims of
a $100 million Ponzi scheme perpetrated by Barton Watson through an
entity known as Cyberco and its affiliate, Teleservices. Marcia
Meoli, Trustee of Teleservices, who pursued relief on behalf of the
victims of the Ponzi Scheme, was represented by John E. Anding, of
Drew, Cooper & Anding, P.C. as special trial counsel and Douglas
Donnell of Mike Meyers Beckett & Jones.
The scheme involved phony sales of nonexistent computer equipment
from Teleservices to Cyberco, both of which were created by Watson.
"The judgment affirms the trial verdict entered by the bankruptcy
court and adopts its findings that Huntington turned a "blind eye"
to the six- and seven-figure "large round dollar transfers" into
Cyberco's depository accounts from Teleservices, which Huntington
admitted came from an unknown and suspicious source," said John
Anding quoting the language used by the Bankruptcy Judge who
authored the opinion adopted by the District Court.
The transfers taken by Huntington were the fruits of the fraud, and
constituted tens of millions stolen from victims across the nation.
From these stolen monies and immediately prior to the collapse of
the Ponzi scheme, Huntington repaid itself a $17 million loan it
had made to Cyberco. The Court's judgment affirmed the verdict and
orders Huntington to repay the entirety of over $71 million in
stolen funds to victims of the Ponzi scheme.
In addition to repaying the full amount of the $71 million in
stolen funds, Huntington must pay prejudgment interest. The
interest will add in excess of $9 million to the judgment bringing
the total judgment to over $80 million.
* * *
Kat Greene at Bankruptcy Law360 reported that U.S. District Judge
Paul L. Maloney adopted the report and recommendation of the
bankruptcy judge tasked with unwinding Barton Watson's scheme, in
which he took out large loans from various banks purportedly to run
a computer business.
About Drew, Cooper & Anding (DC&A)
Since its inception in 1991, the law firm of Drew Cooper & Anding
has dedicated itself to providing exemplary representation to its
clients throughout Michigan and across the country. Whether an
individual client or a corporation, we use the same creative and
dynamic approach, employing the latest in litigation technology,
allowing us to compete with larger national firms. Drew Cooper &
Anding prides itself on being a firm of trial lawyers with
collective courtroom experience exceeding 100 years. The firm has
been listed in the Bar Register of Preeminent Lawyers since 1997
and is a Martindale‐Hubbell AV rated firm based upon peer review.
For more information please visit their website:
http://dca-lawyers.com/or call: (616) 454-8300.
DAVID CHARRON: Can't Dodge $364K Contempt Fine, Bankr. Judge Says
-----------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that in a
26-page ruling, U.S. Bankruptcy Judge James Boyd ruled that
Michigan lawyer David W. Charron's contempt fine is not the type of
debt that a person can get rid of in bankruptcy.
According to the report, the lawyer filed for bankruptcy protection
to avoid paying the contempt fine of $363,506 -- for orchestrating
the sale of an insurance firm despite a court order not to do so.
The report related that the fine came from the messy breakup of
that insurance firm in 2007 that led to "all-out warfare in the
civil justice system," as one judge put it.
The Journal, citing court documents, related that Mr. Charron
represented a co-owner who promised to buy out Glenn Morris, the
former co-owner of insurance agency Morris, Schnoor & Gremel Inc.,
for $2.5 million but later stopped making payments.
DETROIT, MI: Pensioners Lose Appeal From Bankruptcy Cuts
--------------------------------------------------------
ABI.org reported that a federal judge on Oct. 1, 2015, ruled
against Detroit pension beneficiaries who had appealed the city's
final bankruptcy plan of adjustment.
Matt Helms at Detroit Free Press reported that Detroit pension
beneficiaries had appealed the city's final bankruptcy plan of
adjustment, the post-bankruptcy blueprint for city finances and
operations after it emerged from the nation's largest-ever
municipal insolvency.
Judge Bernard Friedman of the U.S. District Court in Detroit tossed
out appeals by city retirees who had asked the federal court to
remove pension cuts from the city's December 2014 bankruptcy
settlement with thousands of creditors, deals that helped the city
shed $7 billion in debt.
The retirees, including members of the Detroit Active and Retired
Employee Association (DAREA), had sought full restoration of
pension benefits, even though a majority of retirees in the city's
General Retirement System voted to accept the settlement.
Detroit's lawyers asked Friedman to reject the appeals, arguing
they were "equitably moot," a legal doctrine that says a bankruptcy
exit plan shouldn't be reopened once it is substantially
consummated, because doing so could hinder the success of the plan
and harm other parties who've reached settlements.
About the City of Detroit
The City of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated
more than $1 billion in both assets and debts.
Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition. Detroit is represented by lawyers
at Jones Day and Miller Canfield Paddock and Stone PLC.
Michigan Governor Rick Snyder authorized the bankruptcy filing.
The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.
The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured and
unsecured general obligations, and $1.43 billion on
pension-related debt, according to a court filing. Debt service
consumes 42.5 percent of revenue. The city has 100,000 creditors
and 20,000 retirees.
Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.
Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.
Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.
A nine-member official committee of retired workers appointed in
the case is represented by Dentons US LLP. Lazard Freres & Co.
LLC serves as the Retiree Committee's financial advisor.
Detroit filed a notice that the effective date of its
bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven
Rhodes on Nov. 12, 2014, entered an order confirming the Eighth
Amended Plan for the Adjustment of Debts of the City of Detroit.
Thomas Tucker, a federal bankruptcy judge since 2003, took over
Detroit's landmark bankruptcy case following the retirement of
Judge Rhodes.
DEX MEDIA: S&P Lowers Corporate Credit Rating to 'SD'
-----------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Dex Media Inc. to 'SD' (selective
default) from 'CCC+'. At the same time, S&P lowered its
issue-level rating on the company's subordinated notes due 2017 to
'D' from 'CCC-'. The '6' recovery rating on the subordinated notes
is unchanged, indicating S&P's expectation for negligible recovery
(0%-10%) of principal in the event of a payment default.
Additionally, S&P lowered its issue-level rating on R.H. Donnelley
Inc.'s senior secured term loan to 'CCC-' from 'CCC' and placed it
on CreditWatch negative. The '5' recovery rating on the term loan
is unchanged, indicating S&P's expectation for modest recovery
(10%-30%; upper half of the range) of principal in the event of a
payment default.
S&P also lowered its issue-level ratings on Dex Media East Inc.,
Dex Media West Inc., and SuperMedia Inc.'s credit facilities to
'CCC' from 'CCC+' and placed the ratings on CreditWatch negative.
The '4' recovery rating on the credit facilities is unchanged,
indicating S&P's expectation for average recovery (30%-50%; upper
half of the range) of principal in the event of a payment default.
The downgrade follows Dex Media's failure to pay the cash portion
of the interest payment on its subordinated notes due 2017. The
interest payment was due on Sept. 30, 2015. The company currently
has adequate liquidity to service its debt.
An event of default has not occurred under the indentures governing
the notes, which provide a 30-day grace period. "However, we do not
expect a payment to be made within the stated grace period, given
the company's heavy debt burden, which we view as unsustainable,"
said Standard & Poor's credit analyst Minesh Patel.
Furthermore, Dex Media has disclosed that certain lenders are
negotiating a possible restructuring of its credit facilities. S&P
believes that the company is unlikely to be able to refinance its
credit facilities, which mature in December 2016 and the
probability of a restructuring has increased meaningfully.
Accordingly, S&P has lowered its ratings on the credit facilities
to reflect the possibility that the company could use the grace
period to restructure the credit facilities. If the credit
facilities are impaired or if the company fails to service the
credit facilities, S&P will lower the issue-level ratings further
to 'CC' or 'D'. S&P could also lower its issue-level ratings on
the credit facilities if credit facility lenders accelerate the
maturity date.
DOVER DOWNS: Regains Compliance with NYSE Listing Standard
----------------------------------------------------------
Dover Downs Gaming & Entertainment, Inc., announced that it has
regained compliance with the New York Stock Exchange's share price
continued listing standard. On Oct. 1, 2015, the NYSE notified the
Company that it had satisfied the NYSE's standard by virtue of the
fact that as of Sept. 30, 2015, both the closing share price of the
Company's common stock and its average closing share price over the
preceding 30 consecutive trading days were in compliance with the
$1.00 minimum threshold required by the NYSE. Accordingly, the
Company's common stock will continue to be traded on the NYSE.
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.
ENERGY COAL SPA: Seeks U.S. Recognition of Italian Reorganization
-----------------------------------------------------------------
Energy Coal S.p.A. is seeking recognition by courts in the U.S. of
its reorganization proceeding pending before the Court of Genova,
Bankruptcy Section, in Italy.
The Italian Concordato Proceeding, pursuant to Section 160 of R.D.
267/1942 Italian Insolvency Law or IIL, is a court-supervised
procedure by which a business facing financial difficulties may
seek to reach an agreement with its creditors by proposing a debt
restructuring plan.
The petition for recognition under Chapter 15 of the United States
Bankruptcy Code was filed by Augusto Ascheri, director and
authorized foreign representative of Energy Coal, to protect the
Company's valuable trade in the United States. The Chapter 15
petition is proceeding in bankruptcy court in Wilmington,
Delaware.
According to documents filed in the U.S. court, the Company
regularly trades in various ports in the United States as a core
part of its business. The Company owned Cargo M/V Coretalent OL,
located at the Marcus Hook Anchorage, is subject to attachment
proceedings currently pending before the United States District
Court for the District of Delaware. On board the Vessel is
approximately 26,000 metric tons of petroleum coke.
The Company believes that it currently has approximately 15
creditors based in the United States.
Italian Concordato Proceeding
Beginning in 2011, the Company entered into certain contracts with
Petroles de Venezuela, a state-owned oil and natural gas company,
in connection with the Company's management of the extraction,
processing and exportation of petroleum. Among other things, these
contracts called for the Company to be compensated for services
rendered by providing the Company with petroleum coke.
The Company asserts it provided approximately $169 million worth of
services to PDVSA, however, at the end of 2013, PDVSA discontinued
the provision of petroleum coke and did not otherwise satisfy the
amounts owed to the Company.
The Debtor filed a case against PDVSA's wholly owned subsidiary,
CITGO Petroleum Corporation in September 2014. The CITGO Action,
which was pending before the United States District Court for the
Western District of Louisiana, was recently dismissed on
jurisdictional grounds. The Company has appealed the dismissal.
According to Mr. Ascheri, the Company's deteriorating financial
position is largely attributed to PDVSA's refusal to continue to
provide petroleum coke, which necessitates the Italian Concordato
Proceeding.
Court documents show that the Company incurred losses of
approximately US$8,946,353 in the past year. Most recently, the
Company reported revenues of US$98,425,800. The Company has assets
valued at approximately US$64,871,550 and liabilities of
approximately US$206,917,875, of which approximately US$5,592,375
constitute secured liabilities.
The Company filed an application for Concordato Preventivo under
the IIL on April 13, 2015, in the Court of Genova. The Italian
Court entered an order commencing the Italian Concordato Proceeding
with respect to the Company on April 16, 2015.
The Company is currently under a deadline of Oct. 10, 2015, to
submit a debt restructuring plan.
Other Pending Litigation
Energy Coal is involved in two recently filed lawsuits pending in
the United States District Court for the District of Delaware filed
by Danish creditors of the Company: (i) Falcon Navigation A/S v.
Energy Coal SPA and Energy Coke SRL (Case No.
15-cv-00861) and (ii) XO Shipping A/S v. Energy Coal SPA and Energy
Coke SRL (Case No. 15-cv-00862) (collectively, the "Rule B
Actions"). The Rule B Actions were filed on Sept. 22, 2015.
The plaintiffs in the Rule B Actions each assert that the Company
(and Energy Coke as an alleged alter ego of the Company) owes money
pursuant to certain voyage charters between the Rule B Plaintiffs
and the Company and each asserts fraudulent transfer claims against
Energy Coke in respect of the Cargo. In connection with the Rule B
Actions, the plaintiffs have sought and, pursuant to an order of
the District Court on Sept. 23, 2015, have obtained an attachment
of the Company's Cargo.
The Company says both of the Rule B Actions and resulting
attachment of the Company's Cargo, occurred well after the Company
filed its Concordato Application and the automatic stay provisions
of section 168 of the IIL went into effect. Accordingly, the
Company is seeking the vacation of the Rule B attachments through
the Chapter 15 pursuant to Sections 1507 and 1521 of the Bankruptcy
Code.
In addition to the Rule B Actions and the CITGO Action, the Company
is a defendant in a civil action currently pending before the
Supreme Court of the State of New York styled Thyssenkrupp
Minenergy GmbH n/k/a Thyssenkrupp Metallurgical Products GmbH v.
Energy Coal S.p.A.
TRO Requested
In order to preserve the Company's business and property and
maintain the status quo pending the U.S. Bankruptcy Court's hearing
on recognition of the Italian Concordato Proceeding, Mr. Ascheri
seeks provisional relief in the form of an order to show cause with
temporary restraining order staying execution against any assets of
the Company in the United States and prohibiting all persons or
entities from commencing or continuing any litigation or any other
proceeding.
"Without a provisional stay of all proceedings against the Company
and its assets, the purpose of the Italian Concordato Proceeding
will be frustrated by allowing certain creditors to be improperly
preferred and by interfering with the Company's assets and business
operations in violation of the Italian automatic stay," Mr. Ascheri
says in Court papers. "In addition, continuation of existing
litigation or commencement of additional litigation against the
Company in the United State will distract Company management at a
critical juncture in the Company's restructuring. It could also
increase the claims against the Company in the Italian Concordato
Proceeding in respect of defense costs and would undermine the
Company's efforts to achieve an equitable distribution for the
benefit of their creditors," he adds.
About Energy Coal
The Company is primarily engaged in trading in coal and other raw
material, including petroleum coke. The Company is a part of a
group of companies headed by parent company ICE Holding S.r.L. The
Company currently has outstanding 9,000,000 shares of stock and ICE
Holding holds approximately 77.35% of the outstanding stock. The
Company currently has 21 employees, all located in Genova, Italy.
Energy Coal S.p.A. filed a Chapter 15 bankruptcy petition (Bankr.
D. Del. Case No. 15-12048) on Oct. 2, 2015.
The Debtor has engaged Blank Rome LLP as counsel and
PricewaterhouseCoopers Advisory S.p.A. as restructuring advisor.
Judge Laurie Selber Silverstein is assigned to the case.
ENERGY COAL: Chapter 15 Case Summary
------------------------------------
Chapter 15 Petitioner: Augusto Ascheri, director and duly
authorized foreign representative
Chapter 15 Debtor: Energy Coal S.p.A.
Via San Vincenzo 2
Genova, Italy
Chapter 15 Case No.: 15-12048
Type of Business: The Company is primarily engaged in trading in
coal and other raw material, including petroleum
coke.
Chapter 15 Petition Date: October 2, 2015
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Laurie Selber Silverstein
Chapter 15 Petitioner's Victoria A. Guilfoyle, Esq.
Counsel: BLANK ROME LLP
1201 Market Street, Suite 800
Wilmington, DE 19801
Tel: 302-425-6404
Fax: 302-425-6464
Email: guilfoyle@blankrome.com
- and -
Josef W. Mintz, Esq.
BLANK ROME, LLP
1201 N. Market Street
Wilmington, DE 19801
Tel: 302-425-6478
Fax: 215-832-5528
Email: mintz@blankrome.com
- and -
Alan Michael Root, Esq.
BLANK ROME LLP
1201 North Market Street, Suite 800
Wilmington, DE 19801
Tel: 302-425-6417
Fax: 302-428-5109
Email: root@blankrome.com
- and -
Michael B. Schaedle, Esq.
BLANK ROME LLP
1201 North Market Street, Suite 800
Tel: 302-425-6400
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $100 million to $500 million
ENERGY FUTURE: Court Approves Amendments to Cash Collateral Order
-----------------------------------------------------------------
The U.S. Bankruptcy Court in Delaware approved the latest
amendments to its order that authorized affiliates of Energy Future
Holdings Corp. to use the cash collateral.
The final order, issued on June 6, 2014, was amended to provide for
payment of fees and expenses of the official committee of unsecured
creditors of Texas Competitive Electric Holdings Company LLC and
Energy Future Competitive Holdings Company LLC.
The latest amendments also extended the companies' use of the cash
collateral and waived their right to surcharge the collateral of
their pre-bankruptcy lenders.
A copy of the revised order is available for free at
http://is.gd/BDPw4n
In a separate ruling, the bankruptcy court extended to Jan. 15,
2016, the deadline to challenge the stipulations and admissions
contained in the June 6 order solely with respect to the official
committee of unsecured creditors of Energy Future Holdings.
About Energy Future Holdings Corp.
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 their businesses operating while
reducing their 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.
ESTERLINA VINEYARDS: Taps Thomas K. Rackerby as Accountant
----------------------------------------------------------
Esterlina Vineyards & Winery, LLC, asks the U.S. Bankruptcy Court
for the Northern District of California for permission to employ
Thomas K. Rackerby, Certified Pubic Accountant, as accountant.
Mr. Rackerby will consolidate and provide quality control over
financial accounting records to assist in the bankruptcy process.
To the best of the Debtor's knowledge, Mr. Rackerby is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Esterlina Vineyards & Winery, LLC
Esterlina Vineyards & Winery, LLC filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Calif. Case No. 15-10841) on Aug. 12, 2015.
Eric Sterling signed the petition as president. The Debtor
estimated assets of $10 million to $50 million and liabilities of
at least $1 million. The Law Offices of Provencher & Flatt LLP
serves as the Debtor's counsel. The case is assigned to Judge
Thomas E. Carlson.
ESTERLINA VINEYARDS: Wants to Hire Provencher & Flatt as Counsel
----------------------------------------------------------------
Esterlina Vineyards & Winery, LLC, asks the U.S. Bankruptcy Court
for the Northern District of California for permission to employ
Provencher & Flatt, LLP as counsel.
Provencher & Flatt will, among other things:
(a) analyze the Debtor's financial condition and counseling on
the effects of bankruptcy proceedings;
(b) prepare the pleadings necessary to commence the bankruptcy
case and appearance at various hearings required during the
bankruptcy proceeding; and
(c) represent in any adversary proceedings commenced by the
Debtor or filed against the Debtor related to the Debtor's Chapter
11 bankruptcy proceeding.
In August 2015, the Debtor's Vice President of Operations Craig
Sterling, contacted Mr. Provencher regarding the Debtor's finances
and bankruptcy options. The Debtor faced a trustee's sale of its
real property on Aug. 13, 2015. On Aug. 7, 2015, the Debtor
retained Provencher & Flatt LLP to file a Chapter 11. On Aug. 11,
2015, Mr. Sterling, one of the Debtor's principals arranged for the
payment of a $25,000 retainer for the Chapter 11.
The Debtor agrees to pay Mr. Provencher at his hourly rate of
$510.
To the best of the Debtor's knowledge, Provencher & Flatt LLP are
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
Eric Sterling, one of the managers of the Debtor, in a declaration
in support for the application to employ Douglas Provencher as
counsel, said that the Debtor did not have sufficient funds on hand
to retain bankruptcy counsel. Mr. Sterling arranged to borrow
$25,000 from a friend which was used to provide Provencher & Flatt,
LLP with a $25,000 retainer for a Chapter 11 filing by the Debtor.
Douglas B. Provencher, a partner in Provencher & Flatt LLP in Santa
Rosa, California, filed a supplemental declaration, stating
Provencher & Flatt LLP had work in progress of $1,731 which
included work to prepare the petition, list of twenty largest
creditors, file the petition and notify Bank of the West. The
services were not billed and did not show as a balance due as of
the filing date. Provencher & Flatt LLP and I will "write off" the
prepetition work in progress of $1,731 so there will be no charge
to the Debtor for the prepetition work.
The firm can be reached at:
Douglas B. Provencher, Esq.
PROVENCHER & FLATT LLP
823 Sonoma Avenue
Santa Rosa, CA 95404-4714
Tel: (707) 284-2380
Fax: (707) 284-2387
About Esterlina Vineyards & Winery, LLC
Esterlina Vineyards & Winery, LLC filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Calif. Case No. 15-10841) on Aug. 12, 2015.
Eric Sterling signed the petition as president. The Debtor
estimated assets of $10 million to $50 million and liabilities of
at least $1 million. The Law Offices of Provencher & Flatt LLP
serves as the Debtor's counsel. The case is assigned to Judge
Thomas E. Carlson.
FIRST DATA: Has Public Offering of 160 Million Class A Shares
-------------------------------------------------------------
First Data Corporation has launched an initial public offering of
160,000,000 shares of its Class A common stock.
Prior to this offering, there has been no public market for the
Company's Class A common stock. The Company currently expects that
the initial public offering price of its Class A common stock will
be between $18.00 and $20.00 per share. The Company intends to
apply to list its Class A common stock on the New York Stock
Exchange under the symbol "FDC."
Upon consummation of this offering, the Company will have two
classes of common stock: its Class A common stock and its Class B
common stock. The rights of the holders of Class A common stock
and Class B common stock will be identical, except with respect to
voting, conversion, and transfer restrictions applicable to the
Class B common stock. Each share of Class A common stock will be
entitled to one vote. Each share of Class B common stock will be
entitled to ten votes and will be convertible into one share of
Class A common stock automatically upon transfer, subject to
certain exceptions.
After the completion of this offering, Kohlberg Kravis Roberts &
Co. L.P. and its affiliates will continue to control a majority of
the voting power of the Company's common stock. As a result, the
Company will be a "controlled company" within the meaning of the
corporate governance standards of the NYSE.
Individuals can elect to purchase shares in the Company's IPO
through LOYAL3 in amounts starting at $100, with no transaction
fees.
In an e-mail message made available with the SEC, Frank Bisignano,
the chairman and CEO of First Data, said "It is in the spirit of
loyalty that we are offering you access to our IPO stock at the
same price, and at the same time, as Wall Street. This will be
offered at the initial public offering price through LOYAL3, a
company whose platform makes it easy and affordable for large
numbers of people to purchase shares in our IPO at the same price,
and at the same time, as institutions and other large investors.
Enrollment is on a first-come, first-served basis."
LOYAL3 Securities, Inc. is a U.S. registered broker-dealer, and is
not affiliated with any of the Company's financial institution
partners.
A copy of the preliminary prospectus is available for free at:
http://is.gd/EpZkKb
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.
FOREST CITY: Fitch Raises Rating on Secured Revolver Loan to BB
---------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook for Forest City
Enterprises, Inc. (NYSE: FCEA, NYSE: FCEB, collectively FCE) to
Positive from Stable. Fitch has also assigned ratings to the newly
formed Forest City Realty Trust, upgraded the secured bank
revolving credit facility to 'BB', and assigned Recovery Ratings as
detailed at the end of the release.
KEY RATING DRIVERS
The Positive Outlook reflects Fitch's expectation that while Forest
City's expected real estate investment trust (REIT) conversion and
subsequent distribution requirements will reduce corporate
liquidity, completed and forecast deleveraging has been significant
and will be consistent with a 'BB' Issuer Default Rating (IDR) over
the next 12-to-24 months. The ratings also consider the quality
and durable operating performance of FCE's portfolio, offset in
part by its structural complexity and significant development
projects which weigh on corporate liquidity.
REIT CONVERSION REDUCES LIQUIDITY; INSTILLS LEVERAGE CONSERVATISM
Fitch generally views the REIT structure as a credit negative
relative to an identical real estate operating company (REOC)
because distribution requirements limit the extent to which an
issuer can retain operating cash flow, and thus reliance on
consistent access to the capital markets is a more important rating
factor. As such, the conversion in and of itself is a credit
negative. However, Fitch attributes FCE's recent and expected
deleveraging and simplifying efforts to the conversion and believes
the REIT structure will be a catalyst for conservatism for the
issuer, relative to past years.
Forest City has meaningfully reduced its leverage over the past
three years. Fitch calculates leverage was 8.1x for second quarter
2015 (2Q15) on a consolidated basis, down from 12.9x for fiscal
year (FY) 2011 (trailing 12 months ended Jan. 31, 2011). The
improvement has been driven in large part by the exchange of senior
unsecured debt for common stock, a sizable common stock issuance
and equity raised through the contribution of assets to joint
ventures. Unsecured debt totaled only $272 million at
June 30, 2015, pro forma for the exchange of convertible notes
subsequent to the end of the period, compared to $1.1 billion at
Jan. 31, 2013.
Given the issuer's increasing use of consolidated and
unconsolidated joint ventures and the fact that the issuer monitors
its leverage on a pro-rata basis, Fitch will increasingly look to
pro-rata metrics rather than consolidated. Pro-rata leverage was
9.3x at June 30, 2015 pro forma, down from 11.6x for FY 2011. The
issuer has publicly targeted reducing leverage by another 1x-2x,
and Fitch's forecasts indicate leverage stabilizing at least at the
current levels is likely and further improvement is achievable.
While FCE's headline leverage is below Fitch's sensitivity for
positive momentum, Fitch is awaiting stabilization, because metrics
tend to be volatile given the fluidity of assets in and out of the
consolidated financial statements and timing given the magnitude of
realized and planned asset sales.
Fixed-charge coverage (FCC) has also made similar improvements to
1.6x for 2Q15 on a pro-rata basis up from 1.1x, 1.2x and 1.5x for
the years ended Jan. 31, 2013, Dec. 31, 2013 and Dec. 31, 2014.
Fitch does not project as meaningful improvements in FCC as FCE has
historically had high maintenance capital expenditures that reduced
FCC. Nonetheless, FCC is and is expected to remain appropriate for
a 'BB' IDR. Fitch defines leverage as debt less readily available
cash to recurring operating EBITDA. Fitch defines FCC as recurring
operating EBITDA less maintenance capital expenditures and
straight-line rent to total interest.
HIGH-QUALITY, IDIOSYNCRATIC PORTFOLIO DRIVES PERFORMANCE
Since its founding, FCE has grown its expertise in developing
large, mixed-use master planned communities, notably those in
densely populated markets. Net operating income (NOI) was
well-diversified by segment (35% office, 27% retail, 27%
multifamily, and the remainder military housing and land) and
located in strong markets (35% in New York City with Washington,
D.C., Denver, Los Angeles, Boston, San Francisco and Chicago each
comprising 3%-10%).
FCE's operating performance has been strong both on an absolute
basis and relative to its underlying markets and select public
peers, evidencing durable operating cash flows. The segment
diversification further enhances the durability of FCE's overall
cash flows. FCE's same store (SS) NOI growth averaged 2.3% from
2003 through 2014 and FCE weathered the recent downturn with only a
single-year decline of 0.8% in 2009. SSNOI growth accelerated in
2014 to 4.8% and has sustained there YTD. Fitch expects SSNOI
growth will be in the mid-single digits over the next 12-24 months
driven by positive leasing spreads and incremental occupancy
gains.
JOINT VENTURES REDUCE DEVELOPMENT RISK
The company has a proven capacity to acquire, aggregate and entitle
adjoining plots of land and to work with local municipalities,
community groups and government agencies to receive requisite
approvals and tax credit financings. Since Fitch assigned initial
ratings, FCE entered into two joint ventures that materially reduce
the company's funding requirements for development going forward.
In the fourth quarter of 2012 (4Q12), FCE entered into a
partnership with the Arizona State Retirement System (ASRS) for a
$400 million equity fund that invests in multifamily development
projects.
In 4Q13, FCE entered into an agreement to develop the remainder of
Pacific Park Brooklyn (fka: Atlantic Yards) through a joint venture
(JV) with Greenland Group (70% ownership). The use of a JV to
complete this project is largely a credit positive as it materially
reduces FCE's share of remaining equity requirements. Further, FCE
will be responsible for a smaller aggregate amount of non-recourse
construction financing than if developed 100% on balance sheet.
However, Fitch notes that only 'Special Major Decisions' need be
approved by at least one member from both Greenland and Forest
City, potentially limiting FCE's control over the project.
MANAGEABLE DEBT MATURITIES DRIVE SUFFICIENT LIQUIDITY
Liquidity coverage of 1.0x is adequate for the rating for the
period July 1, 2015 through Dec. 31, 2016. A corporate default is
highly unlikely given full availability under the $500 million line
of credit, $280 million of unrestricted cash pro forma for the
subsequent conversion of portions of the convertible notes, and
assuming a $25 million reserve for working capital purposes.
FCE's debt maturities are somewhat concentrated but appropriate for
the rating with 28.6% of total debt maturities including pro rata
share of non-recourse debt coming due in 2017. By design, recourse
debt maturities are limited over the foreseeable future with less
than $2 million (which is convertible) maturing before 2018.
Fitch defines liquidity as sources (unrestricted cash assuming $25
million is unavailable for working capital purposes, drawn but
unspent construction financing, and availability under the $500
million revolving credit facility pro forma for the convertible
note exchanges, the NS&E capital call and announced property sales)
to uses (total debt maturities, recurring maintenance capital
expenditures, completion of in-progress developments and an
estimated E&P dividend for the REIT conversion). Fitch has not
assumed FCE will retain any cash flow from operating activities
after dividends as the company has not established its REIT
dividend policies but notes that the issuer could retain some
cashflow should its dividends be closer to the minimum required
rather than to adjusted funds from operations.
UPNOTCHING AND RECOVERY RATINGS ASSIGNMENT
In accordance with Fitch's updated Recovery Rating (RR)
methodology, Fitch is now providing RRs for issuers with IDRs in
the 'BB' category. The RR of '2' for FCE's bank credit facility
supports a rating of 'BB', or one notch above the IDR, resulting in
the upgrade of the facility from 'BB-'. The 'RR2' reflects that it
is structurally senior to the convertible notes and that despite
being structurally second lien it should have better recovery
prospects in the event of a default given its equity pledge on
subsidiaries.
The RR of '4' for FCE's convertible notes supports a rating of
'BB-', the same as FCE's IDR, and reflects average recovery
prospects in a distressed scenario.
POSITIVE OUTLOOK
The Positive Outlook reflects that the issuer's post-conversion
targeted capitalization should be consistent with a 'BB' IDR though
headline metrics will be volatile in the interim given the number
of steps remaining (e.g. asset sales, non-core dispositions and
margin improvement from organizational restructuring).
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- FCE will convert to a REIT and complete the requisite
transactions;
-- FCE will maintain its lower leverage and continue to work
toward lower levels;
-- Operating performance will remain accommodative with SSNOI
growth in the mid-single digits per year;
-- FCE will not meaningfully increase its development exposure.
RATING SENSITIVITIES
These factors may have a positive impact on the ratings and/or
Outlook:
-- The completion of the issuer's plans to delever and
simplify, including asset sales and margin expansion
resulting in headline metrics stabilizing at targeted
levels;
-- The maintenance of a sizable unencumbered asset pool;
-- Fitch's expectation of leverage sustaining below 10x
(leverage was 8.1x and 9.3x as of June 30, 2015 on a
consolidated and pro rata basis, respectively, pro forma for
the note exchanges subsequent to the end of 2Q15).
These factors may result in negative momentum in the ratings and/or
Outlook:
-- Fitch's expectation of leverage sustaining above 13x;
-- Fitch's expectation of fixed charge coverage sustaining
below 1x (coverage was 1.9x and 1.6x for 2Q15 on a
consolidated and pro rata basis, respectively);
-- Material growth in on-balance-sheet development projects;
-- A material investment in a non-real estate project or
entity.
FULL LIST OF RATING ACTIONS
Forest City Enterprises, Inc.
-- IDR affirmed at 'BB-'
-- Secured bank revolving credit facility upgraded to 'BB' /
RR2 from 'BB-';
-- Senior unsecured convertible notes affirmed at 'BB-' and
assigned a Recovery Rating of 'RR4'.
-- Fitch has assigned an IDR of 'BB-' to Forest City Realty
Trust.
Fitch has revised the Rating Outlook to Positive from Stable.
FREEDOM INDUSTRIES: Judge Inclined to Approve Liquidation Plan
--------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review,
reported that federal bankruptcy judge on Oct. 2 said he was
leaning toward approving the bankruptcy plan for Freedom Industries
Inc., the company behind a last year's chemical spill in West
Virginia, which would pave the way for thousands of people harmed
by the spill to begin receiving payments.
According to the report, Judge Ronald Pearson said the various
settlement and compromises in the plan, which divvies up $6.1
million between Freedom's creditors and residents, merited
approval. But the judge said he wanted to Freedom's liquidation
plan under advisement in order to review the final language on some
minor modifications to the proposal, the report related.
About Freedom Industries
Freedom Industries Inc. is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries. The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.
The company, connected to a chemical spill that tainted the water
supply in West Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan.
17, 2014. The case is assigned to Judge Ronald G. Pearson.
The petition was signed by Gary Southern, president.
The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.
On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.
As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.
On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors. The Committee retained Frost Brown Todd
LLC as counsel.
On March 18, 2014, the Bankruptcy Court approved the hiring of
Mark Welch at Morris Anderson in Chicago as Freedom's chief
restructuring officer.
FREESEAS INC: Incurs $21.8 Million Net Loss in H1 2015
------------------------------------------------------
FreeSeas, Inc., reported a net loss of $21.82 million on $766,000
of operating revenues for the six months ended June 30, 2015,
compared to net income of $570,000 on $2.24 million of operating
revenues for the same period a year ago.
As of June 30, 2015, the Company had $41.4 million in total assets,
$32.2 million in total liabilities and $9.22 million in total
shareholders' equity.
A full-text copy of the Financial Report is available at:
http://is.gd/9KadMD
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.
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.
FRESH PRODUCE: Liquidating Plan Set for Nov. 16 Hearing
-------------------------------------------------------
Judge Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado will convene a hearing on Nov. 16, 2015, to
consider confirmation of Fresh Produce Holdings, LLC, et al.'s
Joint Liquidating Chapter 11 Plan.
Judge Romero, on Sept. 24, 2015, approved the explanatory
disclosure statement after no objections were submitted. The judge
also ordered that:
-- On or before Oct. 5, 2015, the Debtors will transmit
solicitation packages to voting creditors.
-- Ballots accepting or rejecting the Plan must be submitted on
or before 5:00 p.m. on Nov. 2.
-- Any objections to confirmation must be filed on or before Nov.
2.
-- No later than three days prior to the confirmation hearing,
the Debtors will submit a summary report of the ballots.
-- A hearing to consider confirmation of the Plan will be held
Nov. 16, at 9:30 a.m. in the U.S. Bankruptcy Court for the District
of Colorado, Courtroom C, U.S. Custom House, 721 19th Street,
Denver, Colorado.
The Chapter 11 Plan
On May 15, 2015, the Debtors sold substantially all of their assets
to Blue Stripe LLC for a purchase price of $7,093,000. As of June
30, 2015, the Debtors' held cash totaling $3,848,870 in their DIP
operating account. This amount is net of payment of the Wells
Fargo debt, various administrative expenses, and cure claims
associated with the leases assumed and assigned to Blue Stripe.
The Debtors on July 31, 2015, filed their proposed Joint
Liquidating Chapter 11 Plan of Reorganization and an explanatory
Disclosure Statement.
The Debtors have liquidated virtually all of their assets and no
longer maintain operations. If the Plan is confirmed, a plan
administrator will be appointed, and subject to oversight of a Post
Effective Date Committee, will review, analyze, reconcile and
object to claims and to make distributions to creditors.
Under the Plan, holders of priority non-tax claims (Class 1) and
holders of secured claims (Class 2) are unimpaired, and thus will
have a 100% recovery. Holders of general unsecured claims (Class
3) will receive its pro rata share of cash held by the estates
after payment of administrative claims and secured claims.
Unsecured creditors are estimated to have a 15 percent to 25
percent recovery. All equity interests (Class 4) will be
cancelled, and holders of these interests will not receive anything
under the plan.
General unsecured creditors are entitled to vote on the Plan.
Equity holders are deemed to reject the Plan. Classes 1 and 2 are
deemed to accept the Plan as they are unimpaired.
The Debtors do not believe that there are any unsatisfied secured
claims as the $3,833,234 debt to Wells Fargo has been paid from the
sale proceeds. The vast majority of the Debtors' outstanding
claims are general unsecured claims of vendors and landlords.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/Fresh_Produce_396_DS.pdf
About Fresh Produce Holdings
Headquartered in Boulder, Colorado Fresh Produce --
http://www.freshproduceclothes.com/-- designed, developed and
marketed women's apparel and accessories. Its products were
available in 26 company-owned boutiques located across the United
States, as well as 400 independent retail locations.
Fresh Produce Holdings, LLC, and five separate entities filed
Chapter 11 petitions (Bankr. D. Col. Lead Case No. 15-13485) in
Denver, on April 4, 2015. Fresh Produce disclosed $15,657,041 in
assets and $13,320,303 in liabilities as of the Chapter 11 filing.
Subsidiaries earlier commenced bankruptcy cases on April 2, 2015:
FP Brogan-Sanibel Island, LLC (Case No. 15-13420), Fresh Produce
Coconut Point, LLC (Case No. 15-13421), Fresh Produce of
St. Armands, LLC (Case No. 15-13417), Fresh Produce Retail, LLC
(15-13415), and Fresh Produce Sportswear, LLC (15-13416).
The Debtors tapped Michael J. Pankow, Esq., at Brownstein Hyatt
Farber Schreck, in Denver, as counsel.
The Official Committee of Unsecured Creditors tapped Cooley LLP as
counsel.
Following an auction on May 9, 2015, Blue Stripe LLC emerged as the
winning bidder for most of the Debtors' assets, with its $7,093,000
offer, beating stalking horse bidder Yellen Partners, which made an
opening bid of $5,600,000. The Court approved the sale on May 12,
and the sale closed May 15.
Bonnie Glantz Fatell was appointed as privacy ombudsman to review
the sale of customer data to Blue Stripe. In her report, the
ombudsman recommended approval of the sale of customer data. The
Court approved the sale of customer data to Blue Stripe on May 22,
2015.
With respect to the store leases, on May 15, 2015, the Debtors
filed motions to assume and assign 16 store leases to Blue Stripe
and a motion to approve store closing sales at the remaining store
locations.
The Court set a July 27, 2015 bar date for filing proofs of claim.
GENERAL MOTORS: Response Brief Filed in Ignition Defect Case
------------------------------------------------------------
Steven Trader at Bankruptcy Law360 reported that General Motors LLC
defended its argument on Sept. 30, 2015, that plaintiffs suing the
automaker over ignition switch defects can't hold it liable for the
actions of the pre-bankruptcy version of the company, telling a New
York bankruptcy court that the plaintiffs have stated no
independent claims against New GM.
The automaker filed a response brief to the federal bankruptcy
court on the transposition of Old GM's legal issues to New GM.
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.
GENON ENERGY: S&P Lowers CCR to 'CCC+', Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on GenOn Energy Inc. and its affiliate GenOn Energy
Holdings Inc. to 'CCC+' from 'B-'. The outlook is stable.
Because of the change in the corporate credit rating, S&P has also
lowered the issue ratings on the $1.95 billion of unsecured notes
at GenOn Energy, the issue rating on the $770 million of pass
through certificates ($665 million outstanding) at GenOn
Mid-Atlantic LLC (GenMA), and the ratings on $850 million unsecured
notes at GenOn Americas LLC (GenAM) to 'B-' from 'B'. Similarly,
the 'B+' issue rating on the $641 million of pass-through
certificates (about $391 million outstanding) at REMA were lowered
to 'B'
"The rating action follows a progressively weaker forward power
curve due to depressed natural gas prices, and lower gross margins
due to stagnating demand and milder weather patterns, resulting in
a further weakening of financial measures," said Standard & Poor's
credit analyst Aneesh Prabhu. "While the capacity performance
incremental auctions provide some uplift in margins, they do not
offset the energy margin compression," he added.
S&P has lowered the ratings into the 'CCC' category because it
believes that GenOn is vulnerable under the current forward curve
to default prospects that exceed a one-in-two probability and
depends on favorable business, financial, and economic conditions
to meet its financial commitments. Although S&P thinks GenOn has
adequate cash balances and is unlikely to default on obligations
before 2017, it is the longer-term prospects that appear to be
unsustainable. S&P assess GenOn purely on the merits of its
stand-alone credit profile (SACP), with no enhancement from parent
NRG Energy Inc. as S&P considers GenOn "non-strategic" to NRG.
While S&P notes the headwinds in the merchant power sector that are
resulting in continuing pressure on cash flow, the stable outlook
on GenOn reflects its relatively high hedged base-load generation
through 2015, and a fairly hedged position for 2016. S&P also do
not expect a default in 2016 because of significant cash balances.
GenOn's downside risks stem from the backwardated cash flow profile
as hedges fall away in 2016 under the prevailing forward prices.
S&P expects GenOn to be disproportionately affected relative to
peers as the loss in dark spreads is not offset by increasing spark
spreads, or an expansion in market heat rates. S&P would lower the
ratings by a notch to 'CCC' by mid-2016 if business prospects do
not improve, and cash on hand does not appear adequate to address
the 2017 maturities. Pending environmental rules and several
expected plant closures add to the company's challenges. S&P's
downside scenario incorporates the risk that debt servicing at
GenMA could face further challenges if environmental regulations
cause the shuttering of two of its coal-fired plants.
An upgrade, currently not under consideration, could occur if a
rebound in capacity and energy markets auctions supports the
operations of its coal plants, or if environmental regulations are
not as stringent as S&P expects. S&P would raise the ratings if
potential asset sales mitigate liquidity needs to address 2017
maturities and the forward power prices improve such that GenOn can
maintain an adjusted FFO-to-debt ratio of above 5%. In particular,
S&P will monitor the hedges that the company is able to place to
underpin its financial performance.
GEOMET INC: Bradford Whitmore Reports 27.3% Stake at Sept. 29
-------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Bradford T. Whitmore disclosed that as of
Sept. 29, 2015, he beneficially owned 15,215,400 shares of common
stock of GeoMet, Inc., which represents 27.3 percent of the shares
outstanding.
Grace Brothers, Ltd. also reported beneficial ownership of
9,759,231 common shares and Spurgeon Corporation beneficially owned
9,759,231 common shares as of that date.
A copy of the regulatory filing is available for free at:
http://is.gd/Hm6ceb
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.
GREEN MOUNTAIN MINE: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Green Mountain Mine Operating Company, LLC
26709 Mountain Loop Hwy
Granite Falls, WA 98252
Case No.: 15-15923
Chapter 11 Petition Date: October 1, 2015
Court: United States Bankruptcy Court
Western District of Washington (Seattle)
Judge: Hon. Timothy W. Dore
Debtor's Counsel: Charles R Steinberg, Esq.
STEINBERG LAW FIRM, PS
323 N Miller Street
Wenatchee, WA 98801
Tel: 509-662-3202
Email: steinbergc@me.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Gene Juarez, member/manager.
A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/wawb15-15923.pdf
GT ADVANCED: Court Again Denies Employee Bonus Programs
-------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court issued an
order denying GT Advanced Technologies' key employee retention plan
and key employee incentive plan motion.
The Court explains, "After an evidentiary hearing, the Court ruled
from the bench, denying the motion to approve in its entirety.
The Debtors appealed the denial order and the District Court, in
turn, remanded the matter. In its memorandum of opinion
accompanying the order of remand, the District Court instructed the
Court to elucidate additional facts and analysis of the motion to
approve with specific reference to extant case law. Having
re-reviewed the evidentiary record, the testimony of witnesses, the
submitted declarations, and the various legal arguments, the Court
welcomes the opportunity to fill in the gaps identified by the
District Court, but finds no reason to reach a conclusion different
from its initial determination. . . . Because the Court finds that
that the KEIP is primarily designed to be retentive, and not as
incentive in nature, it cannot be approved because it fails to meet
the requirements of sections 503(c)(1). And the Court finds and
rules that the KERP, as currently formulated, is not justified
under the facts and circumstances of this case, the standard
required by sections 503(c)(3).
Accordingly, the motion to approve must again be denied in its
entirety." The Court originally denied the retention motion on Feb
5, 2015. At the time of that order, the Court explained,
"Retention agreements [for insiders] . . . have been made
extraordinarily difficult . . . by Section 503(c) of the Bankruptcy
Code and the elements of 503(c)(1) . . . have simply not been met
and so I cannot approve the KEIP agreement."
About GT Advanced
Headquartered in Merrimack, New Hampshire, GT Advanced
Technologies Inc. -- http://www.gtat.com/-- produces materials and
equipment for the electronics industry. On Nov. 4, 2013, GTAT
announced a multiyear supply deal with Apple Inc. to produce
sapphire glass material for use in consumer electronics products.
Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.
GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT." GTAT was de-listed from the
NASDAQ stock exchange in October 2014.
As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT
had $85 million in cash, $84 million of which is unencumbered.
On Oct. 6, 2014, GT Advanced Technologies and eight affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D.N.H. Lead Case No.
14-11916). GT says that it has sought bankruptcy protection due
to a severe liquidity crisis brought about by its issues with
Apple.
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.
The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors. The Committee' professionals are Kelley
Drye as its bankruptcy counsel; Devine, Millimet & Branch,
Professional Association as local counsel; EisnerAmper LLP as
financial advisors; and Houlihan Lokey Capital, Inc. as investment
banker.
GTAT has reached a settlement with Apple. The settlement gives
Apple an approved claim for $439 million secured by more than
2,000 sapphire furnaces that GT Advanced owns and has four years
to sell, with proceeds going to Apple. In addition, Apple gets
royalty-free, non-exclusive licenses for GTAT's technology.
The bankruptcy case is assigned to Judge Henry J. Boroff.
GTT COMMUNICATIONS: S&P Assigns B+ CCR & Rates $450MM Facility B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to McLean, Va.-based GTT Communications
Inc. The outlook is stable.
S&P also assigned its 'B+' issue-level rating and '3' recovery
rating to GTT's proposed $450 million senior secured credit
facilities, which consist of a $50 million revolving credit
facility due 2020 and a $400 million term loan due 2022. The '3'
recovery rating indicates S&P's expectation for meaningful recovery
(50%-70%; lower end of the range) for lenders in the event of a
payment default.
GTT is acquiring Austin-based OSN. Proceeds from the term loan and
about $4.5 million of cash will be used to fund the $175 million
acquisition of OSN, repay about $224 million of existing debt, and
pay related fees and expenses.
"The 'B+' corporate credit rating reflects the company's aggressive
pro forma adjusted leverage of about 5.3x," said Standard & Poor's
credit analyst Michael Altberg. "This includes restructuring costs
and a debt adjustment of approximately $89 million for the present
value of the company's operating leases and supplier agreements,
which we treat as debt given the contractual nature of the
arrangements," he added.
S&P expects leverage to improve with the realization of cost
synergies and a decline in restructuring costs, which it estimates
to be about $15 million in 2015. Also, S&P expects adjusted EBITDA
to improve due to healthy organic growth driven by solid global
demand for connectivity and the favorable product mix shift driven
by the managed services business of MegaPath acquired in April
2015. Under S&P's base-case scenario, the company will improve
leverage to below 5x by mid-2016 while continuing to generate
positive free operating cash flow (FOCF).
S&P's outlook is stable. S&P expects the company to generate
low-double-digit organic EBITDA growth in 2015, with adjusted
leverage declining to below 5.0x by mid-2016.
S&P could lower the rating if operating performance weakens due to
competitive pressure or overexpansion, resulting in margin
compression and leverage remaining above 5x on a sustained basis.
Also, S&P could downgrade the company if leverage remains elevated
due to continued debt-financed acquisitions and elevated
restructuring costs.
Although an upgrade is unlikely over the next 12 months, S&P could
raise the rating if the company is able to attain leverage below 4x
on a sustained basis including the potential for ongoing
acquisitions. An upgrade would also require S&P to believe that
growth prospects and pricing in the company's markets would remain
healthy, and that customer demand would continue to offset ongoing
pricing pressure.
GUIDED THERAPEUTICS: Registers 40 Million Shares for Resale
-----------------------------------------------------------
Guided Therapeutics, Inc., filed a Form S-1 registration statement
with the Securities and Exchange Commission relating to the resale
of up to 40,000,000 shares of its common stock, issued or issuable
upon conversion of, or payable of dividends on, up to an aggregate
of 3,600 shares of its Series C preferred stock issued as part of a
June 2015 private placement transaction exempt from registration
under the Securities Act of 1933, or Securities Act.
The offer and sale of these shares of the Company's common stock
are being registered to fulfill its contractual obligations under a
registration rights agreement the Company entered into with certain
investors, including Aquarius Opportunity Fund.
These shares may be sold from time to time by the selling
stockholders at prevailing market prices or prices negotiated at
the time of sale.
The Company will not receive any cash proceeds from the sale of
shares by the selling stockholder. The Company will pay the
expenses of registering the offer and sales of these shares.
The Company common stock is listed on the OTCQB marketplace under
the symbol "GTHP." The last reported sale price of the Company's
common stock on the OTCQB on Sept. 25, 2015, was $0.05 per share.
The selling stockholder will sell at prevailing market prices per
share, at the time of sale, at fixed prices, at varying prices
determined at the time of sale, or at negotiated prices.
A full-text copy of the Form S-1 is available for free at:
http://is.gd/RE77Ox
About Guided Therapeutics
Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer. The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease. Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately. GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.
For the year ended Dec. 31, 2014, the Company reported a net loss
attributable to common stockholders of $10.03 million on $65,000 of
contract and grant revenue compared to a net loss attributable to
common stockholders of $10.39 million on $820,000 of contract and
grant revenue in 2013.
As of June 30, 2015, the Company had $4 million in total assets,
$6.7 million in total liabilities and a stockholders' deficit of
$2.7 million.
HOME PROPERTIES: Moody's Lowers Issuer Rating to Ba2, Outlook Neg.
------------------------------------------------------------------
Moody's Investors Service downgraded the issuer rating of Home
Properties, Inc. to Ba2 from Baa2 and the senior unsecured shelf
rating of Home Properties, L.P. to (P)Ba2 from (P)Baa2. Following
the downgrade, Moody's will withdraw all ratings. This action
concludes the review that began on June 25, 2015. The rating
outlook is negative.
RATINGS RATIONALE
On October 1 shareholders of Home Properties, Inc. approved the
merger with LSREF4 Lighthouse Corporate Acquisitions, LLC, an
affiliate of Lone Star Real Estate Fund IV (U.S.), L.P. The
downgrade to Ba2 reflects Moody's estimate of secured leverage and
encumbered assets, which are expected to significantly increase
upon consummation of the merger.
The negative outlook reflects the uncertainty surrounding the
ultimate capital structure of the company.
Moody's will withdraw the ratings because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the ratings. Please refer to the Moody's Investors
Service's Policy for Withdrawal of Credit Ratings, available on its
website, www.moodys.com.
The following ratings were downgraded with a negative outlook and
will be withdrawn:
Home Properties, Inc. -- issuer rating to Ba2 from Baa2
Home Properties, L.P. -- senior unsecured shelf rating to (P)Ba2
from (P)Baa2
Moody's last rating action with respect to Home Properties was on
June 25, 2015 when we placed the ratings on review for downgrade.
The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms published
in July 2010. Please see the Credit Policy page on www.moodys.com
for a copy of this methodology.
Home Properties, Inc. (NYSE: HME) is a REIT focused on the
ownership, operation, and rehabilitation of primarily B and C
quality apartment communities. As of June 30, 2015 the company
owned 121 apartment communities representing almost 42,000
apartment units located mostly in the Mid-Atlantic region of the
U.S. The REIT's gross asset value as of June 30, 2015 was $5.9
billion.
I.E. LIQUIDATION: Suit Against Litostroj Remains in Canada
----------------------------------------------------------
Ideal Electric Company was a company headquartered in Mansfield,
Ohio, primarily involved in the manufacture and sale of medium
power generators for gas, steam, and hydroelectric turbines. Ideal
successfully operated for over one hundred years, but a confluence
of economic factors forced the company into bankruptcy in 2006.
I.E. Liquidation is the remaining entity that holds Ideal's
litigation rights. Litostroj is a Canadian company involved in the
design and implementation of hydroelectric power solutions.
On October 29, 2006, Ideal filed a voluntary chapter 11 bankruptcy
petition in the United States Bankruptcy Court for the Northern
District of Ohio. The current adversary, filed on June 20, 2008,
stems from contracts between Ideal and Litostroj, where Ideal
agreed to design, build, and install a number of hydroelectric
generators at certain Litostroj power generation facilities in
Canada. The total contract payments were in excess of $17 million,
payable in installments at certain design and construction
milestones. However, according to the Debtor, Litostroj's contract
payments were consistently late or never made, a significant factor
in Ideal's bankruptcy. The Debtor seeks damages in excess of $11
million for Litostroj's alleged breach of contract and violation of
the implied covenant of good faith and fair dealing.
Shortly after the Petition Date, Litostroj moved to transfer the
litigation to the courts of Quebec, Canada, based on a valid and
enforceable forum selection clause selecting Canada as the proper
litigation forum. Litostroj also argued that litigation in Canada
is more efficient and less expensive than the United States,
requiring transfer under the legal doctrine of forum non
conveniens. The Debtor opposed the motion, requesting that the
adversary case remain in the United States.
The adversary case originated in the Bankruptcy Court in 2008, but
was transferred to the courts of Quebec, Canada in 2009. The
litigation currently remains ongoing in Canada.
Judge Russ Kendig of the United States Bankruptcy Court for the
Northern District of Ohio, Eastern Division, ruled that the Debtor
has failed to show the exceptional circumstances necessary to
override a valid and enforceable forum selection clause.
Consequently, the Debtor's amended motion to reinstate counts in
the Bankruptcy Court is denied.
The bankruptcy case is captioned IN RE: I.E. LIQUIDATION, INC.,
Chapter 7, Debtor, CASE NO. 06-62179 (Bankr. N.D. Ohio).
The adversary proceeding is I.E. LIQUIDATION, INC., Plaintiff, v.
LITOSTROJ HYDRO, INC., Defendant, ADV. NO. 08-6077 (Bankr. N.D.
Ohio).
A full text of Judge Kendig's memorandum of opinion dated September
10, 2015, is available at http://is.gd/lPVKMNfrom Leagle.com.
Plaintiff is represented by:
Dov Frankel, Esq.
TAFT STETTINIUS & HOLLISTER LLP
200 Public Square, Suite 3500
Cleveland, OH 44114-2302
Tel: (216) 241-2838
Fax: (216) 241-3707
Email: dfrankel@taftlaw.com
-- and --
Jeffrey T. Golenbock, Esq.
Harry W. Greenfield, Esq.
GOLENBOCK, EISEMAN, ASSOR, BELL & PESKOE
437 Madison Avenue (49th + 50th)
New York, NY 10022-7020
Tel. 212.907.7300
Fax 212.754.0330
Defendant is represented by:
Peter R. Morrison, Esq.
SQUIRE PATTON BOGGS (US) LLP
4900 Key Tower 127 Public Square
Cleveland, OH 44114
Tel: 216-479-8500
Fax: 216-479-8780
Email: peter.morrison@squirepb.com
Ideal Electric Company -- http://www.idealelectricco.com/--
manufactures and distributes medium power generators for gas,
steam and hydro turbines, and diesel engines. The company filed
for chapter 11 protection on Oct. 29, 2006 (Bankr. N.D. Ohio Case
No. 06-62179). Harry W. Greenfield, Esq., and Dov Y. Frankel,
Esq., at Buckley King, LPA, represent the Debtor. When it filed
for protection from its creditors, it listed $22,636,221 in total
assets and $14,340,480 in total debts.
ICAGEN INC: Signs Settlement Agreement with Joel Bellows
--------------------------------------------------------
Icagen, Inc., entered into a Mutual Release and Settlement
Agreement with Joel J. Bellows and his law firm Bellows & Bellows
PC, according to a document filed with the Securities and Exchange
Commission.
In connection therewith Bellows agreed to transfer to the Company
105,000 shares of Icagen Series A Preferred Stock owned by him, and
the Company agreed to pay Bellows, in the aggregate, $1,650,000 (of
which $600,000 is payable within 30 days, $400,000 is payable on or
before Dec. 31, 2015, and the remaining $650,000 is payable over a
six month period commencing Jan. 31, 2016).
The Agreement included mutual releases of claims each party had
against the other in addition to the release by Bellows of claims
he had pursued against several other individuals, including various
officers and directors of Icagen. The parties also agreed to
dismiss all other ongoing litigation between them with prejudice.
About Icagen
Icagen, Inc., formerly known as XRpro Sciences, Inc., is a
biopharmaceutical company, focuses on the discovery, development,
and commercialization of orally-administered small molecule drugs
that modulate ion channel targets. Its drug candidates include
ICA-105665, a small molecule compound that targets specific KCNQ
ion channels for the treatment of epilepsy and pain, which is in
Phase II clinical trial stage; and a compound that targets the
sodium channel Nav1.7 for the treatment of pain, which is in Phase
I clinical trial stage.
XRPro Sciences reported a net loss applicable to common stock of
$569,000 in 2014 following a net loss applicable to common stock of
$5.88 million in 2013.
As of June 30, 2015, the Company had $8.86 million in total assets,
$1.45 million in total liabilities, $133,350 in series A cumulative
convertible redeemable preferred stock, and $7.27 million in total
stockholders' equity.
IMH FINANCIAL: Closes Sale of Mortgage Loan to SREOF for $11-Mil.
-----------------------------------------------------------------
IMH Financial Corporation, through a wholly-owned subsidiary,
entered into an agreement with SREOF II Holdings, LLC, a Delaware
limited liability company, to sell one of the Company's mortgage
loans to SREOF at par for $11 million. The sale closed on Sept.
30, 2015. SREOF is a related party of Seth Singerman, one of the
Company's directors.
About IMH Financial
Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010. The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.
IMH Financial reported a net loss attributable to common
shareholders of $39.5 million in 2014, a net loss attributable to
common shareholders of $26.2 million in 2013 and a net loss
attributable to common shareholders of $32.2 million in 2012.
As of June 30, 2015, the Company had $205.9 million in total
assets, $112.8 million in total liabilities, $28.4 million in
redeemable convertible preferred stock, and $64.6 million in total
stockholders' equity.
IMPLANT SCIENCES: Incurs $21.5M Net Loss in FY Ended June 30
------------------------------------------------------------
Implant Sciences Corporation reported a net loss of $4.19 million
on $5.67 million of revenues for the three months ended June 30,
2015, compared with a net loss of $5.66 million on $1.53 million of
revenues for the same period in 2014.
For the year ended June 30, 2015, the Company reported a net loss
of $21.5 million on $12.99 million of revenues compared to a net
loss of $21.0 million on $8.55 million of revenues during the prior
year.
As of June 30, 2015, the Company had $10.4 million in total assets,
$88.6 million in total liabilities and a $78.2 million total
stockholders' deficit.
Dr. William McGann, CEO of Implant Sciences, commented, "During the
recently concluded quarter, we began the fulfillment of the ECAC
orders with initial shipments of QS-B220's to the Netherlands and
Norway, resulting in the achievement of $5.7 million in revenues
for the quarter. We are pleased to report that our order backlog,
at June 30, 2015, was $44,782,000, which is largely due to the
receipt, on November 10, 2014, of an initial delivery order from
the TSA for 1,170 QS-B220 desktop explosives trace detectors and
orders received as a result of the ECAC mandate to implement
passenger checkpoint and checked baggage ETD screening at airports
serving more than 500,000 passengers annually, by no later than
September 1, 2015. However, our backlog does not necessarily
represent actual future shipments since orders, including our
delivery order with the TSA, may be delayed or cancelled by our
customers without financial penalty. We believe that our revenues
for fiscal year 2016 will range between $40-43 million."
Dr. McGann, continued, "We are continuing actions taken during the
recently concluded fiscal year to better align our costs with
current and future geographic sources and improve efficiencies. We
have taken important steps to broaden the markets we serve,
increase our revenue opportunities, and improve our financial
stability."
A full-text copy of the press release is available for free at:
http://is.gd/fqJLZC
About Implant Sciences
Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.
Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2015, citing that the Company has had recurring net
losses and continues to experience negative cash flows from
operations. As of Sept. 15, 2015, the Company's principal
obligation to its primary lenders was approximately $65,046,000 and
accrued interest of approximately $15,393,000. The Company is
required to repay all borrowings and accrued interest to these
lenders on March 31, 2016. These conditions raise substantial
doubt about its ability to continue as a going concern.
Bankruptcy Warning
"Our ability to comply with our debt covenants in the future
depends on our ability to generate sufficient sales and to control
expenses, and will require that we seek additional capital through
private financing sources. There can be no assurances that we will
achieve our forecasted financial results or that we will be able to
raise additional capital to operate our business. Any such failure
would have a material adverse impact on our liquidity and financial
condition and could force us to curtail or discontinue operations
entirely. Further, upon the occurrence of an event of default
under certain provisions of our credit agreements, we could be
required to pay default rate interest equal to the lesser of 2.5%
per month and the maximum applicable legal rate per annum on the
outstanding principal balance outstanding. The failure to
refinance or otherwise negotiate further extensions of our
obligations to our secured lenders would have a material adverse
impact on our liquidity and financial condition and could force us
to curtail or discontinue operations entirely and/or file for
protection under bankruptcy laws," the Company states in the
report.
INT'L MANUFACTURING: GECC Fails in Bid to Dismiss Clawback Suit
---------------------------------------------------------------
Judge Robert S. Bardwil of the United States Bankruptcy Court for
the Eastern District of California denied defendant General
Electric Capital Corporation's motion to dismiss the complaint
filed by Beverly McFarland, trustee in the Chapter 11 case of
International Manufacturing Group, Inc.
By her complaint, the trustee seeks to avoid four transfers of
$500,000 each made by an entity named Olivehurst Glove
Manufacturers, LLC, to GECC as actual fraudulent conveyances and to
recover the value of the transfers from GECC. The transfers were
made within the year prior to the filing of IMG's Chapter 11.
Olivehurst has been substantively consolidated into IMG's
bankruptcy estate. GECC argued that the complaint fails to state a
claim upon which relief can be granted.
Judge Bardwil concluded that the complaint contains factual
allegations sufficient to state a claim to relief under Section
548(a) (1) (A) of the Bankruptcy Code and the motion will be
denied.
The adversary proceeding is BEVERLY N. McFARLAND, Chapter 11
Trustee, Plaintiff, v. GENERAL ELECTRIC CAPITAL CORPORATION,
Defendant, Adv. Pro. No. 15-2130-D, Docket Control No. JRD-1
(Bankr. E.D. Calif.).
The bankruptcy case is captioned In re: INTERNATIONAL MANUFACTURING
GROUP, INC., Debtor, Case No. 14-25820-D-11 (Bankr. E.D. Calif.).
A full-text copy of the memorandum decision September 10, 2015, is
http://is.gd/FusQYjfrom Leagle.com.
Plaintiff is represented by:
Christopher Daniel Sullivan
DIAMOND MCCARTHY LLP
150 California St Ste 2200
San Francisco, CA 94111
Phone: (415) 692-5200
Email: csullivan@diamondmccarthy.com
Defendant is represented by:
Jonathan R. Doolittle, Esq.
ALEX TERRAS, REED SMITH LLP
101 Second Street, Suite 1800
San Francisco, CA 94105
Phone: 415-543-8700
Fax: 415-391-8269
Email: jdoolittle@reedsmith.com
About International Manufacturing
Deepal Wannakuwatte, the mastermind of a $150 million Ponzi scheme,
put himself and his company, International Manufacturing Group
Inc., into Chapter 11 after he pleaded guilty to one count of wire
fraud and agreed to a 20-year prison sentence. The bankruptcy
filing was part of his plea bargain with federal prosecutors. Mr.
Wannakuwatte is the former owner of the Sacramento Capitols tennis
team.
Mr. Wannakuwatte initiated his personal Chapter 11 case on May 30,
2014. Hank Spacone was appointed as trustee for Wannakuwatte's
Chapter 11 estate. Betsy Kathryn Wannakuwatte and Sarah Kathryn
Wannakuwatte also have pending Chapter 7 cases.
Mr. Wannakuwatte also submitted a Chapter 11 bankruptcy petition
for IMG on May 30, 2014 (Bankr. E.D. Cal. Case No. 14-25820) in
Sacramento. The case is assigned to Judge Robert S. Bardwil.
The Debtor tapped Marc A. Caraska, in Sacramento, as counsel.
In June 2014, Beverly N. McFarland was appointed as Chapter 11
trustee for IMG. She tapped Felderstein Fitzgerald Willoughby &
Pascuzzi LLP as her bankruptcy counsel; Diamond McCarthy LLP as her
special litigation counsel; Gabrielson & Company as accountant; and
Karen Rushing as bookkeeper outside the ordinary course of
business.
The U.S. Trustee for Region 7 appointed a three-member unsecured
creditors panel in IMG's case comprising of Byron Younger, Janine
Jones, and Steve Whitesides.
INTEGRATED STRUCTURES: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Integrated Structures Corp.
335 New South Road
Hicksville, NY 11801
Case No.: 15-12703
Chapter 11 Petition Date: October 2, 2015
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Stuart M. Bernstein
Debtor's Counsel: Gabriel Del Virginia, Esq.
LAW OFFICES OF GABRIEL DEL VIRGINIA
30 Wall Street, 12th Floor
New York, NY 10005
Tel: (212) 371-5478
Fax: (212) 371-0460
Email: gabriel.delvirginia@verizon.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mr. Francis Lee, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb15-12703.pdf
INVENERGY THERMAL: S&P Assigns Prelim. 'B+' Rating on $465MM Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its preliminary
'B+' rating to Invenergy Thermal Operating I LLC's approximate $395
million term loan due 2022 and $70 million first-lien working
capital loan facility due 2020. The outlook is stable. S&P also
assigned its preliminary '1' recovery rating to the term loan and
credit facility, indicating very high (90% to 100) recovery under a
default scenario. Finalization of ratings is subject to
documentation review.
S&P also withdrew the preliminary 'B+' rating and preliminary '2'
recovery rating S&P issued in July for Invenergy for a planned debt
issuance it never launched.
Invenergy is a limited-purpose entity that directly owns three
gas-fired power plants in Ontario, Illinois, and Texas, as well as
owns majority equity ownership in three gas-fired plants in
Colorado, Minnesota, and Florida.
"We expect consolidated DSCRs to be about 1.31x to 1.33x initially
and rising to 1.4x by 2019," said Standard & Poor's credit analyst
Geoffrey Mrema. "We assume that existing plants will operate in
line with historical patterns, and that new construction will
operate in line with industry standards."
S&P would lower the ratios if volatile merchant power prices cause
minimum consolidated DSCRs to decline below 1.15x. Persistent
weaker operations or market challenges at multiple plants could
contribute to these weaker ratios.
S&P sees limited upside over the next two years, given the
challenging market conditions for the Ector plant, and also because
Nelson recently began operations and does not have an operating
track record. Although S&P don't contemplate it at this point, a
rating upgrade is possible if Invenergy successfully commissions
the new assets and/or power and capacity markets improve, causing
minimum consolidated DSCRs to improve to above 1.4x on a
sustainable basis.
ITUS CORP: Offering $10 Million Worth of Common Shares
------------------------------------------------------
ITUS Corporation entered into an At Market Issuance Sales Agreement
with National Securities Corporation to create an at-the-market
equity program under which it may sell up to $10,000,000 worth of
its common stock from time to time through National, as sales
agent. Under the Agreement, the Agent will be entitled to a
commission at a fixed commission rate of 3% of the gross proceeds
from each sale of Shares under the Agreement.
Sales of the Shares, if any, under the Agreement may be made in
transactions that are deemed to be "at-the-market" offerings as
defined in Rule 415 under the Securities Act of 1933, as amended,
including sales made by means of ordinary brokers' transactions,
including on the NASDAQ Capital Market, at market prices or as
otherwise agreed with the Agent. The Company has no obligation to
sell any of the Shares, and may at any time suspend offers under
the Agreement or terminate the Agreement.
The Shares will be issued pursuant to the Company's previously
filed Registration Statement on Form S-3, as amended (File No.
333-206782) that was declared effective on Sept. 18, 2015. On Oct.
2, 2015, the Company filed a Prospectus Supplement relating to the
ATM Offering with the Securities and Exchange Commission.
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.
JT THORPE: Limit on Firm's Claims Filing Against Trust Remains
--------------------------------------------------------------
Judge Virginia A. Phillips of the United States District Court for
the Central District of California affirmed the Bankruptcy
Court’s refusal to allow Michael J. Mandelbrot and The Mandelbrot
Law Firm's withdrawal from a stipulation that limits their ability
to present claims against J.T. Thorpe Settlement Trust and Thorpe
Insulation Co. Asbestos Settlement Trust on behalf of clients
allegedly injured by exposure to asbestos.
The Appellees are statutory trusts and they are charged with
assuming the liability for thousands of present and future
mass-asbestos claims against two unrelated insolvent companies,
J.T. Thorpe, Inc., and Thorpe Insulation Co. JTT and Thorpe had
installed and distributed asbestos insulation in various commercial
and industrial settings, including shipyards and U.S. Navy ships.
Appellees were established by the companies' Chapter 11 bankruptcy
plan confirmation orders and affirmed by California Central
District Judges Otero and Fischer.
Upon the expiration of the deadlines to file an appeal, the
affirmances by Judges Otero and Fischer became final. Under these
orders, Appellees remain under the bankruptcy court's
post-confirmation supervision. Appellees' court-approved trust
distribution procedures ("TDPs") authorized them to reject the
claims filed by attorneys found to be unreliable and to engage in a
pattern or practice of submitting unreliable evidence in support of
their claims.
Appellants are a lawyer and his law firm who filed claims with
Appellees on behalf of asbestos victims. In the wake of an
investigation, Appellees withdrew Appellants' claim-filing
privileges because they were unreliable and had engaged in a
pattern or practice of submitting unreliable evidence. The audit
revealed hundreds of filings on behalf of claimants not likely to
have encountered the insolvent companies' asbestos and supported by
declarations and answers to interrogatories from persons not likely
to have personal knowledge regarding the exposures (e.g., children
not yet born and spouses not yet married).
In many cases, Appellants simply refused to cooperate with the
investigation or provide the alleged victims' prior deposition
testimony. Instead, Appellants accused Appellees of misconduct and
threatened to sue if they did not stop the audit. In response,
Appellees filed adversary proceedings to confirm the reasonableness
of their decision to investigate Appellants. After they concluded
the audit, Appellees also requested instructions to confirm that
their findings and remedy were reasonable and authorized.
The bankruptcy court held that the trusts had reasonably determined
Appellants to follow "a pattern and practice of filing unreliable
evidence in support of claims.
Appellants subsequently attempted to renege on the stipulation. The
bankruptcy court rejected their efforts and, upon Appellees'
motion, issued three orders: (1) the Order Granting Motion to
Enforce January 23, 2014 Stipulated Agreement; (2) the Order
Following Trial on Adversary Complaints and Motion for
Instructions; and (3) the Judgment in Adversary Proceedings.
The case is captioned IN RE: J.T. THORPE, INC. & THORPE INSULATION
COMPANY, DEBTORS, CASE NO. CV 14-03883-VAP, USBC CASE NO.
2:02-BK-14216-BB, ADVERSARY CASE NO. 2:12-AP-02182-BB (C.D.
Calif.).
A full-text copy of the Order dated September 3, 2015 is available
at http://is.gd/CiGlD7from Leagle.com.
JT Thorpe Settlement Trust and Thorpe Insulation Company Asbestos
Settlement Trust, Plaintiff, is represented by:
Eve H Karasik, Esq.
LEVENE NEALE BENDER YOO AND BRILL
10250 Constellation Boulevard, Suite 1700
Los Angeles, California 90067
Phone: 310.229.1234
Fax: 310.229.1244
Email: EHK@lnbyb.com
Michael J. Mandelbrot, Appellant is represented by:
David N. Chandler, Jr., Esq.
DAVID N. CHANDLER, P.C.
1747 4th St.
Santa Rosa, CA 95404
Phone: (707) 528-4331
Fax: (707) 573-0436
J.T. Thorpe Settlement Trust, Appellee is represented by:
Benjamin Patrick Smith, Esq.
Gordon Silver, Esq.
Matthew J. Poole, Esq.
MORGAN, LEWIS & BOCKIUS LLP
300 South Grand Ave., 22nd Floor
Los Angeles, CA 90071-3132
Phone: +1.213.612.2500
Fax: +1.213.612.2501
Email: bpsmith@morganlewis.com
-- and --
Daniel Jay Bussel, Esq.
Kathryn T. Zwicker, Esq.
KLEE TUCHIN BOGDANOFF & STERN LLP
1999 Avenue of the Stars #3900
Los Angeles, CA 90067
Phone: +1 310-407-4000
Email: dbussel@ktbslaw.com
KZwicker@ktbslaw.com
Thorpe Insulation Company Asbestos Settlement Trust, Appellee is
represented by:
Benjamin Patrick Smith, Esq.
Gordon Silver, Esq.
Matthew J. Poole, Esq.
MORGAN, LEWIS & BOCKIUS LLP
300 South Grand Ave., 22nd Floor
Los Angeles, CA 90071-3132
Phone: +1.213.612.2500
Fax: +1.213.612.2501
Email: bpsmith@morganlewis.com
-- and --
Daniel Jay Bussel, Esq.
Kathryn T. Zwicker, Esq.
KLEE TUCHIN BOGDANOFF & STERN LLP
1999 Avenue of the Stars #3900
Los Angeles, CA 90067
Phone: +1 310-407-4000
Email: dbussel@ktbslaw.com
KZwicker@ktbslaw.com
Headquartered in Houston, Tex., JT Thorpe Co. designs, installs,
maintains, and repairs refractory and acid masonry linings and
related products in industrial settings. The Company has offices
and warehouses in Houston, Beaumont, and in Sulphur, La.
JT Thorpe Co., after filing for Chapter 11 protection in October
2002, has emerged from bankruptcy, The Troubled Company Reporter,
reported on Jan. 5, 2007. The Houston, Tex.-based Company
continued to operate while it was dealing with asbestos-related
lawsuits. The Company had received more than 80,000 claims alleging
bodily injury. The Company was able to consummate its Plan of
Reorganization on April 21, 2006.
KITTUSAMY LLP: Granted Relief Under Chapter 11
----------------------------------------------
The United States Bankruptcy Court for the District of Nevada
approved Kittsumay, LLP's request for relief under Chapter 11 of
the Bankruptcy Code, provided that the Debtor must timely file all
documents required by the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedures, and the Local Rules of Practice for the
United States District Court for the District of Nevada.
Kittusamy denied the allegations claiming that it is generally not
paying its debts as they become due, unless those debts are the
subject of a bona fide dispute as to liability or amount. However,
the Debtor consents to the entry of an order for relief under
Chapter 11 upon which Kittusamy will become a Chapter 11 debtor in
possession. Although Kittusamy believes that the Involuntary
Petition was improperly filed, it has determined that it is now in
the best interest of the company and its creditors for Kittusamy to
proceed with a voluntary Chapter 11 case.
Kittusamy also filed its reservation of rights for all its legal
and equitable rights and remedies against the Petitioning
Creditors, including any right Kittusamy may have to recover
sanctions or damages pursuant to Section 303(i) of the Bankruptcy
Code. Among other damages inflicted, the filing of the Involuntary
Petition has severely disrupted Kittusamy's business operations and
has caused Kittusamy to incur increased attorney fees in responding
to the Involuntary Petition and preparing to proceed with a Chapter
11 case on an emergency basis.
Petitioning Creditors, Moonshell, LLC and Venus Group, LLC, by and
through their counsel, the law firm of Schwartz Flansburg PLLC, and
Xspectra, Inc. and Seven Hills Equipment, LLC, in response,
stipulated and asked the court to dismiss or strike the Debtor's
"reservation of rights" and any claim that the Debtor has to
damages pursuant to Section 303. The Creditors assert that it is
improper for the Debtor to assert any counterclaims for affirmative
relief as part of its answer, as those claims do no arise unless
and until the Involuntary Petition is denied and dismissed.
Petitioning Creditors Moonshell, LLC and Venus Group, LLC are
represented by:
Samuel A. Schwartz, Esq.
Bryan A. Lindsey, Esq.
SCHWARTZ FLANSBURG PLLC
6623 Las Vegas Blvd. South, Suite 300
Las Vegas, Nevada 89119
Tel: (702) 385-5544
Fax: (702) 385-2741
Email: sam@nvfirm.com
bryan@nvfirm.com
Petitioning Creditors Xspectra, Inc. and Seven Hills Equipment, LLC
are represented by:
Zachariah Larson, Esq.
Matthew C. Zirzow, Esq.
LARSON & ZIRZOW, LLC
810 S. Casino Center Blvd. #101
Las Vegas, Nevada 89101
Tel: (702) 382-1170
Fax: (702) 382-1169
Email: zlarson@lzlawnv.com
mzirzow@lzlawnv.com
Kittusamy, LLP is represented by:
Bart K. Larsen, Esq.
Jason M. Bacigalupi, Esq.
KOLESAR & LEATHAM
400 S. Rampart Blvd., Ste. 400
Las Vegas, Nevada 89145
Tel: (702) 362-7800
Email: blarsen@klnevada.com
jbacigalupi@klnevada.com
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 that signed the petition are Moonshell, Venus Group,
Seven Hills Equipment LLC and Xspectra Inc.
KITTUSAMY LLP: Has Interim Authority to Use Cash Collateral
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Nevada gave
Kittusamy, LLP, interim authority to use cash collateral to avoid
immediate and irreparable harm.
The Debtor explained that its combined obligations to Wells Fargo
and Meadows Bank were approximately $1,800,000. This indebtedness
is secured by assets worth in excess of $10,000,000, including
approximately $5,700,000 in accounts receivable. Thus, both Wells
Fargo and Meadows Bank are both over secured and protected by
significant equity cushions worth several times the indebtedness
they are owed, the Debtor asserted.
The Debtor related that it engaged in negotiations at arms' length
and in good faith with Wells Fargo and Meadows Bank. The Debtor's
agreement to the Wells Fargo and Meadows Bank stipulations are
proper exercise of the business judgment, and is necessary and
appropriate to preserve and protect its businesses, the bankruptcy
estate, and the interests of all creditors, and parties in
interest.
Petitioning Creditors Moonshell, LLC, and Venus Group, LLC, filed a
limited objections stating that neither the Stipulations nor the
Motion provide any evidence or authority as to how waiving
exclusivity as to the Banks and not to any other creditor is in the
best interests of the Debtor's estate, or how the waiver comports
with the Debtor's fiduciary duties. Simply put, if the Debtor is
inclined to waive exclusivity, it must do so for all creditors, the
Petitioning Creditors asserted.
The Debtor, in response, explained that it has not actually waived
exclusivity in favor or either Meadows or Wells Fargo. The Wells
Fargo Stipulation makes no reference to any agreement by the Debtor
to waive exclusivity and the Meadows Stipulation contemplates the
Debtor waiving exclusivity only in the event of an uncured default
by Debtor, which has not occurred. Pointlessly challenging the
validity of Meadows and Wells Fargo's loan documents or the
perfection of their respective security interests would serve no
purpose, the Debtor argued.
Meadows Bank, in response, argued that that the true basis of the
limited objection is not concern for the estate or complaint with
regard to the adequate protection offered to the secured creditors,
but rather that the objection is being interposed as a litigation
tactic in order to try to shortcut the prove up of the purported
interests of the objecting creditors.
Kittusamy, LLP is represented by:
Bart K. Larsen, Esq.
Jason M. Bacigalupi, Esq.
KOLESAR & LEATHAM
400 S. Rampart Blvd., Ste. 400
Las Vegas, Nevada 89145
Tel: (702) 362-7800
Email: blarsen@klnevada.com
jbacigalupi@klnevada.com
Meadows Bank is represented by:
Candace Carlyon, Esq.
Matthew Carlyon, Esq.
CARLYON LAW GROUP
3333 E. Serene Ave. Suite 110
Henderson, Nevada 89074
Tel: (702) 685-4444
Fax: (702) 471-7435
Email: ccarlyon@ccarlyon.com
mcarlyon@ccarlyon.com
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 that signed the petition are Moonshell, Venus Group,
Seven Hills Equipment LLC and Xspectra Inc.
KRATON PERFORMANCE: S&P Puts 'B+' CCR on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B+'
corporate credit rating on Kraton Performance Polymers Inc. and
'B+' corporate credit rating on Arizona Chemical Holdings Corp. on
CreditWatch with negative implications, indicating S&P could lower
the ratings once it completes its review. S&P also placed its
issue-level ratings on Arizona Chemical's senior secured debt on
CreditWatch with negative implications.
S&P also revised its recovery rating on Kraton to '5' from '4',
indicating "modest" recovery (10% to 30%; higher half of the range)
if a payment default occurs. Subsequently, S&P lowered the
unsecured issue-level rating to 'B' from 'B+.'
The CreditWatch placement reflects the likelihood that Kraton will
acquire Arizona Chemical for $1.37 billion. Kraton will finance
the transaction with committed debt facilities.
"We anticipate this transaction could result in weaker pro forma
leverage measures, which could lead to a lower rating," said
Standard & Poor's credit analyst Allison Czerepak.
S&P will resolve the CreditWatch placement based on its view of the
company's business and financial risk profiles.
The lowering of Kraton's recovery rating to '5H' from '4' relates
to a modest increase in debt at a joint venture in Taiwan
guaranteed by Kraton as of June 30, 2015.
S&P will assess the impact of the planned transaction on both
companies' business and financial risk profiles. S&P expects to
resolve the CreditWatch listing in the next 90 days once it has
further details on the anticipated capital structure. S&P could
lower the ratings if it expects the increase in leverage to result
in a financial risk profile weaker than what S&P would expect at
the current rating.
LESLIE RESOURCES: Court Refuses to Remand Suit Over CTB Funds
-------------------------------------------------------------
Judge Tracey N. Wise of the United States Bankruptcy Court for the
Eastern Division of Kentucky denied plaintiff Terry Giese's motion
for abstention and remand of the case captioned TERRY GIESE
Plaintiff, v. COMMUNITY TRUST BANK, et al. Defendants, ADV. NO.
15-1005 (Bankr. E.D. Ky.).
Leslie Resources, Inc. filed a voluntary petition under chapter 11
in November 2002 and its case was jointly administered with that of
HRNC Dissolution Co. Leslie sold its assets to two entities in
asset purchase agreements approved by the Court pursuant to the
Debtor's confirmed plan. The two agreements generally sold
different assets to the two companies -- International Coal Group
and Lexington Coal -- but they contained seemingly overlapping
provisions for the sale of Debtor's cash. After these sales,
Citizen Trust Bank, at which the Debtor had an account filed an
adversary proceeding in the Debtor's bankruptcy case requesting a
determination of the rightful owner of the account funds. The
Court entered a judgment in that adversary proceeding dividing the
funds between the Debtor's two purchasers.
Over seven years after the Court disbursed the CTB account funds,
the Plaintiff filed an action against CTB, ICG, and Lexington Coal
in the Leslie County Circuit Court, claiming title to the CTB
account funds and seeking damages against those entities on various
state-law tort and contract theories. The Defendants removed the
action to the Bankruptcy Court, claiming bankruptcy jurisdiction.
Judge Wise denied the Plaintiff's motion to remand, holding that
bankruptcy jurisdiction existed because the action was at least
related to the Debtor's bankruptcy case. The Plaintiff again
sought mandatory abstention, arguing that while the action may
relate to the Debtor's case, it did not arise in the Debtor's case
and is non-core. The Court disagreed.
The bankruptcy case is IN RE HRNC DISSOLUTION CO. Debtor, CASE NO.
02-14261 (Bankr. E.D. Ky.).
A full-text copy of Judge Wise's memorandum opinion and order dated
September 9, 2015, is available at http://is.gd/lPMO19from
Leagle.com.
The Plaintiff is represented by:
Philip G. Fairbanks, Esq.
M. Austin Mehr, Esq.
MEHR FAIRBANKS TRIAL LAWYERS, PLLC
201 West Short Street, Suite 800
Lexington, KY 40507
Toll-Free: 800-249-3731
Phone: 859-225-3731
Fax: 859-225-3830
Community Trust Bank, Defendant, is represented by:
Mark A. Flores, Esq.
H. Derek Hall, Esq.
Martin B. Tucker, Esq.
DINSMORE & SHOHL LLP
Lexington Financial Center
250 W. Main St., Suite 1400
Lexington, KY 40507
Phone: (859) 425-1000
Fax: (859) 425-1099
Email: martin.tucker@dinsmore.com
International Coal Group, Inc., Defendant is represented by:
Philip Douglas Barr, Esq.
J. Kent Durning, Esq.
Lea Pauley Goff, Esq.
STOLL KEENON OGDEN PLLC
300 West Vine Street
Suite 2100
Lexington, KY 40507-1801
T: 859.231.3000
F: 859.253.1093
Email: douglas.barr@skofirm.com
kent.durning@skofirm.com
lea.goff@skofirm.com
Lexington Coal Company, LLC, Defendant is represented by:
Janet Smith Holbrook, Esq.
DINSMORE & SHOHL LLP
Lexington Financial Center
250 W. Main St., Suite 1400
Lexington, KY 40507
Phone (859) 425-1000
Fax (859) 425-1099
Email: janet.holbrook@dinsmore.com
LINCOLN PAPER: Gets Interim Approval for $6.6M DIP Financing
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine authorized
Lincoln Paper and Tissue, LLC to obtain post-petition financing
from Siena Lending Group LLC, its prepetition lender, through Oct.
9, 2015.
The Debtor previously sought to obtain post-petition loans,
advances and other financial accommodations in connection with the
DIP Credit Agreement in an interim aggregate amount of up to
$4,500,000 and on a final basis in an aggregate amount of up to
$6,600,000.
The Revolving Loans will, in part, be subject to an interest rate
equivalent to Prime Rate (as defined in the DIP Credit Agreement)
plus 6.0%, but not less than 9.25% (with respect to Revolving Loans
against accounts receivable and inventory), and, in part, be
subject to an interest rate equivalent to Prime Rate plus 7.5%, but
not less than 10.75% (with respect to Revolving Loans against
machinery and equipment).
The Court also authorized the Debtor to use cash collateral in
accordance with the DIP Financing Documents during the interim
period.
All objections to the Motion were overruled.
The Court finds that the Debtor does not have sufficient available
sources of working capital to operate its businesses in the
ordinary course without the Post-Petition Financing and the ability
to use Cash Collateral.
"The Debtor's ability to maintain and maximize the value of the
operations until a sale, to pay its employees, and to otherwise
fund its operations is essential to the Debtor's continued
viability. The ability of the Debtor to obtain sufficient working
capital and liquidity through the proposed Post-Petition Financing
and the use of Cash Collateral on the terms set forth in the DIP
Financing Documents and this Interim Order is vital to the
preservation and maximization of the going concern value of the
Debtor's currently operating businesses pending a sale of the
assets of the Debtor," part of the Interim Order states.
To secure the prompt payment and performance of any and all
Post-Petition Obligations of the Debtor to the DIP Lender, the DIP
Lender is granted, effective as of the Petition Date, valid and
perfected first priority, security interests and liens in and upon
all present and after acquired property of the Debtor of any nature
whatsoever, including without limitation, all accounts receivable,
inventory, general intangibles, chattel paper, real property,
leaseholds, fixtures, machinery, equipment, deposit accounts, cash
and cash equivalents, investments, patents, trademarks, trade
names, copyrights, rights under license agreements and other
intellectual property, inter-company notes or receivables due to
the Debtor, all of the Collateral all of the Mortgaged Property,
and all causes of action whether pursuant to federal or state law
and all proceeds thereof and property received thereby whether by
judgment, settlement or otherwise, of
the Debtor or its estate, and as to all of the foregoing, all rents
issues, products, proceeds and profits generated by any of the
foregoing; provided however, that the DIP Collateral will not
include claims and causes of action under Chapter 5 of the
Bankruptcy Code.
The liens and security interests granted to the Secured Parties to
secure the Obligations will have priority over any and all liens
and security interests granted to or otherwise held by the
Mechanics Lienors to secure obligations of the Debtor owing to the
Mechanics Lienors, solely to the extent of any advances made prior
to entry of the Second Interim Order, and the rights of the parties
with respect to those liens and security interests will be governed
by the terms of the Interim Order and the Mechanics
Lienor Agreements.
The second interim hearing on the Motion is scheduled for Oct. 9,
2015, at 11:00 a.m. Objection deadline is October 2.
A copy of the DIP Interim Order is available for free at:
http://bankrupt.com/misc/42_6_LINCOLN_InterimOrd_DIP.pdf
Prepetition Secured Debt Structure
On Dec. 11, 2014, Lincoln and Siena Lending Group LLC entered into
certain loan agreements pursuant to which Siena provided to Lincoln
revolving loans and letters of credit with an aggregate credit
limit of $6,000,000, minus any Availability Block and Reserves.
The Revolver Indebtedness is secured by first priority liens on
substantially all of Lincoln's assets, including (a) cash, accounts
receivable, work in progress and inventory and (b) Lincoln's
principal asset - the tissue mill located in Lincoln, Maine,
comprising Lincoln's real property and the equipment and other
"hard" assets, subject only to certain Permitted Liens. Siena is
the only entity with an interest in the Cash
Collateral.
As of the Petition Date, the aggregate principal amount outstanding
under the Prepetition Loan Documents was approximately $4,300,000.
Holding is a guarantor of the debt owed to Siena.
In addition to the Revolver Indebtedness, Lincoln is obligated to
the Finance Authority of Maine under the Economic Recovery Loan
Program Loan Agreement dated as of Dec. 9, 2014, in the amount of
approximately $950,000, as of the Petition Date.
The obligations arising under the FAME Loan Documents are
secured by liens on the PP&E, which are Permitted Liens under the
Prepetition Loan Documents.
Two contractors, Fastco Corporation and Sullivan and Merritt
Constructors, Inc. have asserted liens arising under applicable
non-bankruptcy law in connection with various services provided to
Lincoln prior to the Petition Date. In particular, Fastco asserts
that it is owed approximately $337,000 as of the Petition Date, and
that its claim may be secured by liens on certain of Lincoln's PP&E
and Real Property that are subordinate to Siena's and FAME's liens.
Sullivan asserts that it is owed approximately $1,120,000 as of
the Petition Date, and that its claim may be secured by liens on
certain of the PP&E and Real Property.
Parties' Objection
Prior to the entry of the Interim Order, Finance Authority of
Maine; Hartt Transportation Systems, Inc., H.C. Haynes, Inc., and
Timberland Trucking Co., Inc.; The United States Trustee; and
Bangor Gas Company LLC separately filed with the Court their
objections to the Motion.
* Finance Authority of Maine
FAME, a secured creditor of the Debtor, holding a second priority
lien on all of the machinery & equipment of the Debtor, subject
only to the senior lien of Siena Funding Group, LLC, objected to
the Motion unless it is provided with perfected supplemental liens
on accounts, inventory, and fixtures, and proceeds thereof, or
granted other adequate protection acceptable to it.
FAME believes there is still sufficient value in the Debtor's total
assets for its claim to be partially but substantially
secured solely by Machinery and Equipment, after payment in full to
Siena of Siena's present balance, and fully secured assuming only a
small portion of the Siena claim is paid by Accounts and
Inventory.
FAME maintained, if the Debtor is allowed to use cash collateral,
and Siena's balance is raised to $6.6 million, as sought in the
Borrowing Motion, FAME asserted its interest may no longer be
partially but substantially secured by Machinery and Equipment, and
a far more substantial portion of the Siena claim would have to be
paid by Accounts and Inventory to maintain FAME's fully secured
status.
* Hartt Transportation, Et Al.
Hartt Transportation Systems, Inc., H.C. Haynes, Inc., and
Timberland Trucking Co., Inc., three of the 20 largest unsecured
creditors of Lincoln Paper, opposed the Debtor's request for an
emergency hearing and shortened objection period with respect to
certain first day motions. The parties do not believe that the
Debtor has shown an emergency need for post-petition financing.
"[I]t appears that the Debtor likely has sufficient cash receipts
to pay current expenses and maintain operations until at least
Friday, Oct. 2, 2015. Moreover, the Debtor has not shown that it
is unable to reconfigure its disbursements so that some of its
weekly expenses can be paid on October 2 or 3, rather than
September 29 or 30," they said.
The Objecting Parties clarified that they also object to the
post-petition financing component of the Motion, but have not had a
sufficient opportunity to file a detailed, written response.
* United States Trustee
The United States Trustee said the Debtor sought to borrow an
amount far in excess of what its own Budget reflects is necessary
to keep the lights on at the Debtor's facility and keep the paper
making facility operational until a final hearing on the Motion can
be held. According to the U.S. Trustee, the Debtor should be
limited to borrowing sums that are necessary to avoid
immediate and irreparable injury until a final hearing can be held
on the Motion.
With respect to the Debtor's request that the Court make a finding
that the DIP Credit Agreement, the DIP Financing Documents and the
DIP Facility are fair and reasonable, the U.S. Trustee said, "Given
the copious amounts of information the Court and the parties have
been provided, with less than 24 hours to digest it, it is not only
unreasonable but unfair for the Debtor request any such finding
from the Court. Further, the United States Trustee has not had
sufficient time to process the Motion and its attachments to even
determine what questions it needs to ask to evaluate whether the
terms of the borrowing comport with the debtor's exercise of
prudent business judgment consistent with its fiduciary duties."
* Bangor Gas Company
Bangor Gas Company LLC, provider of natural gas to the Debtor, had
asked the Court to deny the DIP Financing Motion to the extent it
provides a super-priority administrative claim to the DIP Lender
and automatically waives the right of a third party to seek to
surcharge the DIP Lender's collateral. Bangor Gas asserted the
Debtor's proposed provision of a super-priority administrative
claim to its DIP Lender jeopardizes its right to be paid for the
post-petition services.
About Lincoln Paper
Lincoln Paper and Tissue, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Maine Case No. 15-10715) on Sept. 28, 2015.
Keith Van Scotter signed the petition as president and CEO.
The Debtor estimated both assets and liabilities of $10 million to
$50 million.
Judge Peter G. Cary is assigned to the case.
The Debtor has engaged Bernstein Shur Sawyer & Nelson as counsel,
Spinglass Management Group as financial advisor, and SSG Capital
Advisors, LLC as investment banker.
Lincoln is a manufacturer of white tissue located on approximately
350 acres of land along the Penobscot River in Lincoln, Maine.
The Company claims to have produced 70,000 tons of tissue and
75,000 tons of specialized, high-bulk uncoated free-sheet paper.
LINCOLN PAPER: Ordered to Submit Required Documents
---------------------------------------------------
The Bankruptcy Court ordered Lincoln Paper and Tissue, LLC, to file
the following documents by Oct. 13, 2015:
* Schedules of Assets and Liabilities
* Declaration Concerning Debtor's Schedules
* Summary of Schedules
* Signed Statement of Financial Affairs
* Statement Disclosing Compensation Paid or to be Paid to the
Attorney for the Debtor.
According to the Bankruptcy Rules 1007 and 3015(b), the Debtor must
file the above-referenced documents by the deadlines. If the
Bankruptcy Code provides the opportunity to file a motion for an
extension of the time to file the
documents, the Debtor must file that motion by the dates noted
above. The Court said that if the Debtor does not timely file the
documents or a proper motion, then it will dismiss the Debtor's
case without further notice
About Lincoln Paper
Lincoln Paper and Tissue, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Maine Case No. 15-10715) on Sept. 28, 2015.
Keith Van Scotter signed the petition as president and CEO.
The Debtor estimated both assets and liabilities of $10 million to
$50 million.
Judge Peter G. Cary is assigned to the case.
The Debtor has engaged Bernstein Shur Sawyer & Nelson as counsel,
Spinglass Management Group as financial advisor, and SSG Capital
Advisors, LLC as investment banker.
Lincoln is a manufacturer of white tissue located on approximately
350 acres of land along the Penobscot River in Lincoln, Maine.
The Company claims to have produced 70,000 tons of tissue and
75,000 tons of specialized, high-bulk uncoated free-sheet paper.
LINCOLN PAPER: Section 341 Meeting Set for October 29
-----------------------------------------------------
A meeting of creditors in the bankruptcy case of Lincoln Paper and
Tissue, LLC will be held on Oct. 29, 2015, at 10:00 a.m. at
Bankruptcy Conference Room, Bangor.
Proofs of claim for general creditors are due by Jan. 27, 2016.
Governmental units have 180 days from date of filing of the case or
the date of conversion to file a proof of claim.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
About Lincoln Paper
Lincoln Paper and Tissue, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Maine Case No. 15-10715) on Sept. 28, 2015.
Keith Van Scotter signed the petition as president and CEO.
The Debtor estimated both assets and liabilities of $10 million to
$50 million.
Judge Peter G. Cary is assigned to the case.
The Debtor has engaged Bernstein Shur Sawyer & Nelson as counsel,
Spinglass Management Group as financial advisor, and SSG Capital
Advisors, LLC as investment banker.
Lincoln is a manufacturer of white tissue located on approximately
350 acres of land along the Penobscot River in Lincoln, Maine.
The Company claims to have produced 70,000 tons of tissue and
75,000 tons of specialized, high-bulk uncoated free-sheet paper.
LIQUIDMETAL TECHNOLOGIES: Walter Weyler Appointed as Director
-------------------------------------------------------------
The Board of Directors of Liquidmetal Technologies, Inc. appointed
a new director, Walter Weyler, to the Board of Directors, to serve
until the Company's next annual stockholder meeting or until his
successor is elected and qualified. Mr. Weyler will also serve as
a member of the Audit, Compensation, and Corporate Governance and
Nominating Committees of the Board.
Mr. Weyler, age 76, has been a member of the Company's Technology
Board, a technology-focused advisory board, since October 2014. Mr.
Weyler previously served, from 1995 to 2005, as the owner and
president of Kinetics, Incorporated, a contract manufacturer of
complex solid steel parts and a leader in metal injection molding.
Prior to that time, Mr. Weyler served, from 1985 to 1993, as the
president and chief operating officer and a director of Graco Inc.,
a publicly traded company that designs, manufactures and markets
systems and equipment to move, measure, dispense and spray fluid
and coating materials. Mr. Weyler has served as a member of the
Oregon Symphony Board of Trustees since 2006 and a member of the
Eliot Condominium Board since 2013. Mr. Weyler also served as a
member of the Board of Trustees of the Oregon Museum of Science and
Industry from 2011 to 2015. The Board of Directors believes that
Mr. Weyler's experience and background will make him a qualified
and valuable member of the Board. In particular, Mr. Weyler's
experience with coatings and metal injection molding businesses
make him a valuable resource for the Company.
As a non-employee director, Mr. Weyler will be compensated in
accordance with the Company's compensation policies for
non-employee directors. In addition, Mr. Weyler will be eligible
to receive stock options and other equity-based awards under the
Company's 2012 Equity Incentive Plan.
In connection with his appointment to the Board and the Audit,
Compensation, and Corporate Governance and Nominating Committees of
the Board, Mr. Weyler will receive an initial grant of options to
purchase 800,000 shares of the Company's common stock and Board and
committee fees for the fourth quarter of 2015 of $9,375.
About Liquidmetal Technologies
Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries. The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.
Liquidmetal Technologies reported a net loss and comprehensive loss
of of $6.55 million on $603,000 of total revenues for the year
ended Dec. 31, 2014, compared to a net loss and comprehensive loss
of $14.2 million on $1.02 million of total revenue in 2013.
As of June 30, 2015, the Company had $9.5 million in total assets,
$3.9 million in total liabilities and $5.5 million in total
stockholders' equity.
SingerLewak LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company has suffered recurring losses from
operations, has negative cash flows from operations and has an
accumulated deficit. This raises substantial doubt about the
Company's ability to continue as a going concern.
MEDIASHIFT INC: Section 341 Meeting Scheduled for November 6
------------------------------------------------------------
A meeting of creditors in the bankruptcy cases of MediaShift, Inc.
and Ad-Vantage Networks, Inc. will be held on Nov. 6, 2015, at 9:00
a.m. at RM 5, 915 Wilshire Blvd., 10th Floor, Los Angeles,
California.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
About MediaShift
MediaShift, Inc. and Ad-Vantage Networks, Inc. filed Chapter 11
bankruptcy petitions (Bankr. C.D. Calif. Lead Case No. 15-25024) on
Sept. 30, 2015. Rick Baran signed the petition as president.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.
The Debtors have engaged Levene, Neale, Bender, Yoo & Brill L.L.P
as counsel.
Judge Sandra R. Klein is assigned to the case.
MediaShift, Inc. is a digital advertising technology company. The
Company, through its subsidiaries offers operators of private
Internet networks to monetize their audiences through distributed
ad technology platforms and across multiple devices.
METALICO INC: Carlos Aguero No Longer a Shareholder
---------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Carlos E. Aguero disclosed that as of Sept. 11, 2015,
he sold all of his outstanding securities in accordance with the
provisions of the Merger Agreement.
On Sept. 11, 2015, the merger contemplated by the previously
announced Agreement and Plan of Merger, dated June 15, 2015, as
amended on June 26, 2015, by and among the Issuer, Total Merchant
Limited and TM Merger Sub Corp., a wholly owned subsidiary of TML
("Merger Sub"), was completed. As a result of the merger, the
Issuer ceased to be a publicly traded company, Merger Sub merged
with and into the Issuer and the Issuer became a wholly owned
subsidiary of TML. Each share of the Issuer's Common Stock held
immediately prior to the merger was canceled and represented the
right to receive, upon surrender by the holder of such stock
certificates, $.60 in cash, without interest, as payment for such
stock.
A copy of the regulatory filing is available for free at:
http://is.gd/OBIToZ
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 $163.90 million in total
assets, $71.60 million in total liabilities and $92.30 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.
METALICO INC: Total Merchant Reports 100% Stake as of Sept. 11
--------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Total Merchant Limited disclosed that as of Sept. 11,
2015, it beneficially owned 1,000 shares of common stock of
Metalico, Inc., which represents 100 percent of the shares
outstanding.
The merger contemplated by the previously announced Agreement and
Plan of Merger, dated June 15, 2015, as amended on June 26, 2015,
by and among Metalico, Total Merchant Limited and TM Merger Sub
Corp., a Delaware corporation and a wholly owned subsidiary of TML
("Merger Sub"), was completed. As a result of the merger, Metalico
ceased to be a publicly traded company, Merger Sub merged with and
into the Issuer and the Issuer became a wholly owned subsidiary of
TML.
Each share of Metalico's Common Stock held immediately prior to the
merger was canceled and represented the right to receive, upon
surrender by the holder of those stock certificates, $.60 in cash,
without interest, or approximately $44 million in the aggregate.
TML also caused the Issuer's senior secured institutional debt and
outstanding convertible debt to be repaid in full (including all
principal, interest and premiums or penalties) and the assumption
of certain additional obligations of the Issuer. TML used
available cash and borrowings under existing credit facilities to
complete the transaction. Before the completion of the Merger,
Merger Sub had 1,000 shares of Common Stock outstanding, all of
which were owned by TML. Upon the completion of the Merger, those
shares became shares of Metalico.
A copy of the regulatory filing is available for free at:
http://is.gd/WXsyA0
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 $163.90 million in total
assets, $71.60 million in total liabilities and $92.30 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.
MIDSTATES PETROLEUM: R/C IV Eagle Owns 32.2% Stake as of Sept. 30
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, R/C IV Eagle Holdings, L.P., Riverstone/Carlyle Energy
Partners IV, L.P. and R/C Energy GP IV, LLC disclosed that they
beneficially owned 3,541,665 shares of common stock of Midstates
Petroleum Company, Inc., which represents 32.2 percent based on
10,986,727 shares of common stock outstanding as of Sept. 30, 2015.
A copy of the regulatory filing is available for free at:
http://is.gd/7Pnm7F
About Midstates Petroleum Company
Midstates Petroleum Company, Inc. --
http://www.midstatespetroleum.com/-- is an independent exploration
and production company focused on the application of modern
drilling and completion techniques in oil and liquids-rich basins
in the onshore U.S. Midstates' drilling and completion efforts are
currently focused in the Mississippian Lime oil play in Oklahoma
and Anadarko Basin in Texas and Oklahoma. The Company's operations
also include the upper Gulf Coast tertiary trend in central
Louisiana.
Midstates reported net income of $117 million on $794 million of
total revenues for the year ended Dec. 31, 2014, compared to a net
loss of $344 million on $470 million of total revenues for the year
ended Dec. 31, 2013.
As of Dec. 31, 2014, the Company had $2.47 billion in total assets,
$2 billion in total liabilities and $466 million in total
stockholders' equity.
The Company's independent auditor, Deloittee & Touche LLP, in
Houston, Texas, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that Midstates' projected debt covenant violation and
resulting lack of liquidity raise substantial doubt about its
ability to continue as a going concern.
* * *
Midstates Petroleum carries a 'B' corporate credit rating from
Standard & Poor's Ratings Services.
As reported by the TCR on April 8, 2013, Moody's Investors Service
affirmed Midstates Petroleum's 'B3' Corporate Family Rating.
MILLENNIUM HEALTH: Lenders Sparring Over Bankruptcy Plan
--------------------------------------------------------
Laura J. Keller, writing for Bloomberg News, reported that
Millennium Health is struggling to wrangle enough support for a
debt restructuring plan that would allow it to settle a federal
billing probe by a deadline, according to two people with knowledge
of the matter.
The Bloomberg report, citing the people, whose asked not to be
named because the discussions are private, related that some
lenders that bought the biggest U.S. drug-testing lab's $1.8
billion loan at or near face value are demanding a bigger payout
from shareholders, which include private-equity firm TA Associates.
They want to extract more while other lenders who purchased the
debt at deeply discounted levels are willing to accept less, the
people said, Bloomberg further related.
According to the report, Millennium is negotiating the terms for a
bankruptcy filing at the same time that it's finalizing a $275
million settlement of a federal investigation into its billing
practices, people with knowledge of the talks said.
* * *
The Troubled Company Reporter, citing The Wall Street Journal,
reported that Millennium Health LLC is working with restructuring
advisers at Lazard Ltd. to explore options for bolstering its
finances as it looks to move past a billing dispute with the U.S.
government.
The TCR, on July 30, 2015, reported that Moody's Investors Service
downgraded Millennium Health, LLC's Corporate Family Rating to
Caa2
from B2 and Probability of Default Rating to Caa2-PD from B2-PD.
Additionally, Moody's downgraded the ratings on the company's
senior secured credit facilities to Caa2 (LGD 4) from B2 (LGD 4).
The ratings remain under review for further downgrade.
The TCR, on July 23, 2015, reported that Standard & Poor's Ratings
Services placed all of its ratings, including its 'B' corporate
credit rating, on San Diego-based clinical toxicology laboratory
services provider Millennium Health LLC on CreditWatch with
negative implications.
"The CreditWatch listing reflects our view that there is
considerable uncertainty regarding Millennium's ability to service
its debt over the long term, given the ongoing, rapid deterioration
in the reimbursement rates that the company receives for urine drug
testing as well as the company's need to fund its pending
settlement regarding Medicare overbilling allegations," said credit
analyst Shannan Murphy. "While the amount and timing of any
settlement has not yet been disclosed, we believe the amount will
likely significantly exceed the approximately $60 million in cash
the company held at March 31, 2015. Further, we believe the
company's financial covenants and falling EBITDA would preclude it
from accessing the revolver to fund any settlement. As such, we
believe a lump-sum payment requirement could result in a liquidity
event."
MILLER ENERGY: Hires Prime Clerk as Claims and Noticing Agent
-------------------------------------------------------------
Miller Energy Resources, Inc., et al., seek permission from the
Bankruptcy Court to employ Prime Clerk to:
(i) serve as the noticing agent to mail notices to the
estates' creditors, equity security holders, and parties-
in-interest;
(ii) provide computerized claims, objection, soliciting, and
balloting database services; and
(iii) provide expertise, consultation, and assistance in claim
and ballot processing and other administrative services
with respect to the Debtors' bankruptcy cases.
The Debtors tell the Court that by appointing Prime Clerk, 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.
Prime Clerk's current claim and noticing rates are:
Title Hourly Rate
----- -----------
Analyst $30-$45
Technology Consultant $50-$75
Consultant $90-$120
Senior Consultant $125-$160
Director $165-$185
Solicitation Consultant $175
Director of Solicitation $195
The Debtors request that the undisputed fees and expenses incurred
by Prime Clerk be paid in the ordinary course of business pursuant
to the Agreement 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 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.
Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer of $50,000. Prime Clerk seeks to first apply the retainer
to all prepetition invoices, and thereafter, to seek to have the
retainer replenished to the original retainer amount, and
thereafter, to hold the retainer under the Agreement during these
Chapter 11 cases as security for the payment of fees and expenses
incurred under the Agreement.
The Debtors have agreed to indemnify, defend, and hold harmless
Prime Clerk and its members, officers, employees, representatives,
and agents under certain circumstances specified in the Agreement,
except in circumstances resulting solely from Prime Clerk's gross
negligence or willful misconduct or as otherwise provided in the
Agreement or Retention Order.
To the best of the Debtors' knowledge, Prime Clerk is a
"disinterested person" as that term is defined in Bankruptcy Code
Section 101(14), as modified by Bankruptcy Code Section 1107(b).
About Miller Energy Resources
Miller Energy Resources, Inc. --
http://www.millerenergyresources.com-- is an oil and natural gas
production company focused on Alaska. The Company has a
substantial acreage, reserve, and resource position in the State,
significant midstream and rig infrastructure to support production,
and 100% working interest in and operatorship of most of its
assets.
Miller Energy Resources and 10 of its affiliates filed Chapter 11
bankruptcy petitions (Bank. D. Alaska Proposed Lead Case No.
15-00236) on Oct. 1, 2015. Carl F. Giesler, Jr., signed the
petition as chief executive officer.
The Debtors disclosed total assets of $392,559,000 and total debts
of $336,910,000 as of Jan. 31, 2015.
Judge Gary Spraker is assigned to the case.
The Debtors have engaged Andrews Kurth LLP as counsel,
Seaport Global Securities as financial advisor, and Prime Clerk as
claims and noticing agent.
On Aug. 6, 2015, Cook Inlet, a wholly-owned by MER, became the
subject of an involuntary Chapter 11 case filed by four creditors
asserting to have an aggregate claim of $2.8 million. The
petitioning creditors were Baker Hughes Oilfield, M-I LLC,
Schlumberger Tech. Corp, and Baker Petrolite, LLC. Judge Spraker
granted an order for relief under Chapter 11 of the Bankruptcy Code
on Oct. 2, 2015.
MILLER ENERGY: Obtains Commitment for $20-Mil. DIP Financing
------------------------------------------------------------
Miller Energy Resources, Inc., et al., ask the Bankruptcy Court to
approve an agreement with their second lien lenders to provide
debtor-in-possession financing of up to $20 million to fund their
operations and reorganization expenses to get them through
confirmation of the proposed plan of reorganization.
The Proposed DIP lenders are led by Apollo Investment Corporation
and Highbridge Principal Strategies - Specialty Loan Fund
III, L.P., the Debtors' prepetition secured lenders.
The Debtors request immediate authority to borrow up to $5 million.
The Debtors will not draw the remaining $15 million if they
receive the full Tax Credit, estimated to be $21 million, from the
State of Alaska within 30 days of the Petition Date.
The DIP provides (i) interest at the rate of 8% per annum, payable
on the last business day of each calendar month; (ii) default
interest at the rate of 11% per annum immediately upon the
occurrence and during the continuance of a DIP Event of Default;
(iii) an upfront fee of $100,000 for the first $5 million to be
borrowed on an interim basis; and (iv) an additional upfront fee of
$300,000 only in the event the Debtors elect to borrow the full $20
million.
Any draws on the DIP Facility will be advanced on a superpriority
administrative claim basis and be secured by, subject to a
carve-out, (i) a perfected first priority "priming" security
interest on all prepetition and postpetition collateral that
secures the claims under the Second Lien Credit Agreement; (ii) a
perfected first priority security interest on all prepetition and
postpetition unencumbered assets of the Debtors; and (iii) a
perfected junior priority security interest on all prepetition and
postpetition property of the Debtors that is not encumbered by a
perfected, non-avoidable prepetition security interest other than
the existing collateral.
The DIP Lenders also conditioned entry into the DIP Facility on
agreement to a plan term sheet. The Plan Term Sheet provides the
framework and terms for a consensual restructuring with the Second
Lien Lenders through a debt-to-equity swap pursuant to which the
Second Lien Lenders would convert their outstanding claims into new
first lien secured notes and 100% of the equity in the new company.
The Plan Term Sheet also provides unsecured creditors with a
guaranteed minimum cash recovery and warrants to purchase
equity in the new company, and provides existing preferred and
common shareholders with warrants to purchase equity in the new
company.
The Debtors further seek immediate authority to use the cash
collateral of the Second Lien Lenders to support their liquidity
needs throughout this case, which the Second Lien Lenders have
consented. The use of Cash Collateral and DIP Facility proceeds
are subject to a budget agreed to among the Debtors and the DIP
Lenders.
Carl F. Giesler, Jr., chief executive officer of Miller, blamed the
Company's financial struggles on the the substantial drop in oil
prices over the last year. The per barrel price for Brent crude
oil fell from $100 per barrel in September 2014 to less than $45
per barrel in January 2015.
"Based on Miller's current capital structure, liquidity
constraints, and inability to raise new capital, it has become
necessary for Miller to seek chapter 11 protection in order to
protect and preserve its going concern value for the benefit of all
stakeholders," Mr. Giesler said in a declaration filed with the
Court.
As of the Petition Date, the Debtors owe approximately $190 million
under the Second Lien Credit Agreement with Apollo Investment
comprised of $183.8 million in principal and prepetition interest
and an approximately $5.9 million make-whole payment pursuant to
the Second Lien Credit Agreement.
On Sept. 30, 2015, Miller did not to make a quarterly interest
payment in the amount of $5.8 million due under the Second Lien
Credit Agreement.
According to papers filed with the Court, Miller and its investment
bankers at Seaport Global Securities, LLC have been in discussions
with prospective lenders over the last six months to provide the
Company with more than $165 million of new capital. However, due
to the involuntary bankruptcy petition filed against its wholly
owned subsidiary Cook Inlet Energy LLC and the SEC's commencement
of enforcement action, the negotiations were terminated.
About Miller Energy Resources
Miller Energy Resources, Inc. --
http://www.millerenergyresources.com-- is an oil and natural gas
production company focused on Alaska. The Company has a
substantial acreage, reserve, and resource position in the State,
significant midstream and rig infrastructure to support production,
and 100% working interest in and operatorship of most of its
assets.
Miller Energy Resources and 10 of its affiliates filed Chapter 11
bankruptcy petitions (Bank. D. Alaska Proposed Lead Case No.
15-00236) on Oct. 1, 2015. Carl F. Giesler, Jr., signed the
petition as chief executive officer.
The Debtors disclosed total assets of $392,559,000 and total debts
of $336,910,000 as of Jan. 31, 2015.
Judge Gary Spraker is assigned to the case.
The Debtors have engaged Andrews Kurth LLP as counsel,
Seaport Global Securities as financial advisor, and Prime Clerk as
claims and noticing agent.
On Aug. 6, 2015, Cook Inlet, a wholly-owned by MER, became the
subject of an involuntary Chapter 11 case filed by four creditors
asserting to have an aggregate claim of $2.8 million. The
petitioning creditors were Baker Hughes Oilfield, M-I LLC,
Schlumberger Tech. Corp, and Baker Petrolite, LLC. Judge Spraker
granted an order for relief under Chapter 11 of the Bankruptcy Code
on Oct. 2, 2015.
MILLER ENERGY: Seeks Joint Administration of Cases
--------------------------------------------------
Miller Energy Resources, Inc., et al., seek Bankruptcy Court's
order directing joint administration of their Chapter 11 cases, for
procedural purposes only, under the case of Cook Inlet
Energy, LLC (15-00236).
On Aug. 6, 2015, Cook Inlet became the subject of an involuntary
Chapter 11 case filed by four creditors asserting to have an
aggregate claim of $2.8 million. The petitioning creditors were
Baker Hughes Oilfield, M-I LLC, Schlumberger Tech. Corp, and Baker
Petrolite, LLC. CIE is wholly-owned by MER. Judge Gary Spraker of
the U.S. Bankruptcy Court for the District of Alaska granted an
order for relief under Chapter 11 of the Bankruptcy Code on
Oct. 2, 2015.
"Given the integrated nature of Miller's operations, joint
administration of these chapter 11 cases will provide significant
administrative convenience without harming the substantive rights
of any party in interest," said Carl F. Giesler, Jr., chief
executive officer of Miller Energy. He maintained the entry of an
order directing joint administration of these chapter 11 cases will
reduce fees and costs by avoiding duplicative filings and
objections and will allow the U.S. Trustee and all parties-in-
interest to monitor these
chapter 11 cases with greater ease and efficiency.
The Debtors anticipate that numerous notices, applications,
motions, other pleadings, hearings and orders in these cases will
affect many, if not all, of them.
Joint administration will permit the Clerk of the Court to use a
single general docket for each of the Debtors' cases, will allow
the Debtors to combine notices to creditors and other parties-in-
interest and will allow parties to request and the Court to hold
joint hearings on matters pending in any of the cases.
About Miller Energy Resources
Miller Energy Resources, Inc. --
http://www.millerenergyresources.com-- is an oil and natural gas
production company focused on Alaska. The Company has a
substantial acreage, reserve, and resource position in the State,
significant midstream and rig infrastructure to support production,
and 100% working interest in and operatorship of most of its
assets. Miller Energy manages its operations from Anchorage with
additional administrative offices in the lower 48.
Miller Energy Resources, Inc., and 10 other affiliates filed
Chapter 11 bankruptcy petitions (Bank. D. Alaska Case Nos. 15-00313
to 15- 15-00323) on Oct. 1, 2015. Carl F. Giesler, Jr., signed the
petition as chief executive officer.
The Debtors disclosed total assets of $392,559,000 and total debts
of $336,910,000 as of Jan. 31, 2015.
Judge Gary Spraker is assigned to the case.
The Debtors have engaged Andrews Kurth LLP as counsel,
Seaport Global Securities as financial advisor, and Prime Clerk as
claims and noticing agent.
MILLER ENERGY: Wants Oct. 30 Deadline to File Schedules
-------------------------------------------------------
Miller Energy Resources, Inc., et al., ask the Bankruptcy Court to
extend their deadline for filing their schedules of assets and
liabilities, statements of financial affairs and lists of equity
holders to Oct. 30, 2015.
The Debtors maintain they have a substantial number of creditors
and parties-in-interest and conduct their business operations from
several locations in the United States.
"Given the size and complexity of their businesses, and due to the
voluminous nature of the information required to be gathered, the
Debtors have not had the opportunity to prepare their respective
Schedules and SOFA or Equity Holders List," says Timothy A.
Davidson II, Esq., at Andrews Kurth LLP, counsel to the Debtors.
According to Mr. Davidson, completion of the Schedules and SOFA and
Equity Holders List will require an expenditure of a significant
amount of time and effort by the Debtors' management and employees,
who have been and will continue to be simultaneously working on
other aspects of the Debtors' restructuring efforts and endeavoring
to stabilize operations by
addressing the myriad of employee, customer and vendor issues
raised by the filing.
The requested extension will enhance the accuracy of the Debtors'
Schedules and SOFA and Equity Holders List and avoid the necessity
of substantial subsequent amendments, Mr. Davidson tells the
Court.
About Miller Energy Resources
Miller Energy Resources, Inc. --
http://www.millerenergyresources.com-- is an oil and natural gas
production company focused on Alaska. The Company has a
substantial acreage, reserve, and resource position in the State,
significant midstream and rig infrastructure to support production,
and 100% working interest in and operatorship of most of its
assets.
Miller Energy Resources and 10 of its affiliates filed Chapter 11
bankruptcy petitions (Bank. D. Alaska Proposed Lead Case No.
15-00236) on Oct. 1, 2015. Carl F. Giesler, Jr., signed the
petition as chief executive officer.
The Debtors disclosed total assets of $392,559,000 and total debts
of $336,910,000 as of Jan. 31, 2015.
Judge Gary Spraker is assigned to the case.
The Debtors have engaged Andrews Kurth LLP as counsel,
Seaport Global Securities as financial advisor, and Prime Clerk as
claims and noticing agent.
On Aug. 6, 2015, Cook Inlet, a wholly-owned by MER, became the
subject of an involuntary Chapter 11 case filed by four creditors
asserting to have an aggregate claim of $2.8 million. The
petitioning creditors were Baker Hughes Oilfield, M-I LLC,
Schlumberger Tech. Corp, and Baker Petrolite, LLC. Judge Spraker
granted an order for relief under Chapter 11 of the Bankruptcy Code
on Oct. 2, 2015.
MINUTEMAN SPILL: Bid to Transfer Venue Denied
---------------------------------------------
Judge Kim R. Gibson of the United States District Court for the
Western District of Pennsylvania denied the motion filed by
Minuteman Spill Response, Inc., to change the venue of its Chapter
11 case to the Middle District of Pennsylvania.
A complaint in confession of judgment in the amount of $4,669,164
was filed by M&T Bank against Minuteman after the latter defaulted
on its loans from the bank. The confessed judgment was entered on
March 31, 2014, in the district court for the Western District of
Pennsylvania.
After Minuteman filed its Chapter 11 petition with the bankruptcy
court for the Middle District of Pennsylvania, it then filed a
Motion for Relief from Judgment Entered by Confession - Petition to
Open and/or Strike Judgment Entered by Confession with Counterclaim
with the Western District court. It subsequently filed a motion
for change of venue, asking that the case be transferred to the
Middle District of Pennsylvania for reference to the bankruptcy
court in that district, asserting that the transfer is proper
because the M&T Bank case will have a critical effect on its
bankruptcy estate.
Judge Gibson found that Minuteman has not provided the court with a
strong reason why it should not look at the forum selection clause
in its loan agreements with M&T Bank. The judge noted that the
clause in the agreements did not provide for a specific forum, but
rather provided that the borrower consented to the "exclusive
jurisdiction of any state or federal court in the commonwealth of
Pennsylvania in a county or judicial district where the bank
maintains a branch" and that "[t]he Borrower irrevocably submits to
the nonexclusive jurisdiction of any Federal or state court sitting
in Pennsylvania, over any suit, action or proceeding arising out of
or relating to this Note."
Judge Gibson thus concluded that, since M&T Bank maintains multiple
branches within the Western District of Pennsylvania, venue is
proper in his district pursuant to the forum selection clause.
The case is MANUFACTURERS AND TRADERS TRUST COMPANY, Plaintiff, v.
MINUTEMAN SPILL RESPONSE, INC., Defendant, CASE NO. 3:14-MC-18
(W.D. Pa.).
A full-text copy of Judge Gibson's August 31, 2015 memorandum
opinion and order is available at http://is.gd/avA73Afrom
Leagle.com.
Manufacturers and Traders Trust Company is represented by:
William E. Kelleher, Esq.
COHEN & GRIGSBY, P.C.
625 Liberty Avenue
Pittsburgh, PA 15222-3152
Tel: (412) 297-4900
Fax: (412) 209-0672
Email: wkelleher@cohenlaw.com
-- and --
Jill Locnikar, Esq.
UNITED STATES ATTORNEY'S OFFICE
Minuteman Spill Response, Inc. is represented by:
Dennis L. Abramson, Esq.
Gilbert B. Abramson, Esq.
GILBERT B. ABRAMSON & ASSOCIATES, LLC
One Presidential Blvd Suite 215
Bala Cynwyd, PA 19004
Tel: (610) 664-5700
Fax: (610) 664-5770
Email: dabramson@gbalaw.com
gabramson@gbalaw.com
-- and --
Salene Rae Kraemer, Esq.
MAZURKRAEMER BUSINESS LAW
Pittsburgh, PA
Tel: (412) 427-7075
Milton, Pennsylvania-based Minuteman Spill Response, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on April 18,
2014 (Bankr. M.D. Pa., Case No. 14-01825). The case was assigned
to Judge John J. Thomas. The Debtor's counsel is Robert L Knupp,
Esq., at Smigel, Anderson & Sacks, LLP, in Harrisburg,
Pennsylvania.
MMM HOLDINGS: S&P Lowers Counterparty Credit Rating to 'D'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
counterparty credit and secured debt ratings on MMM Holdings Inc.
to 'D' from 'B-', and removed all ratings from CreditWatch, where
S&P placed them with developing implications on June 5, 2015.
"MMM -- the downstream holding company of Innovacare Inc. -- did
not make its quarterly amortization payment on its first-lien term
loan for third-quarter 2015, said Standard & Poor's credit analyst
James Sung. "The company has entered into a forbearance agreement
with its lenders that will provide time for the parties to
negotiate a potential restructuring of the credit agreement. The
forbearance agreement is effective until the earlier of Oct. 30,
2015, or various termination events outlined in the document."
MMM has received waivers from its lenders since third-quarter 2014
after it fell out of compliance with its maximum debt-leverage
financial maintenance covenant. However, the latest waiver, which
expired Sept. 30, 2015, was not extended because the waivers were
contingent on the company continuing to make its quarterly
principal and interest payments, which it did not do for the latest
period. MMM is a co-borrower with MSO of Puerto Rico Inc. under a
$505 million credit agreement that includes a $30 million revolver
due Dec. 12, 2017, and a $475 million term loan due Dec. 12, 2017
($352 million outstanding as of June 30, 2015).
MMM faces liquidity issues that are worse than S&P expected because
of substantial earnings deterioration. The company, which is a
leading Medicare/Medicaid managed care company in Puerto Rico, has
been hurt by Medicare Advantage rate cuts, higher-than-expected
medical costs, health insurance industry fees, and several one-time
items. MMM is dependent on management fees and dividends from its
subsidiaries (including regulated insurance entities) to meet its
holding company expenses including debt service. The regulated
entities do not guarantee MMM's debt and are weakly capitalized
based on risk-based capital (RBC) measures. The company chose to
forgo its quarterly amortization payment to build up capital at its
regulated entities to meet regulatory requirements.
"We will not raise our counterparty credit and debt ratings on MMM
from 'D' until payments resume in accordance with the original
terms," Mr. Sung added. "If the terms are amended and become
legally effective, we may raise the ratings from 'D' unless we
believe a default under the amended terms is virtually certain."
MOLYCORP INC: Director Says $3MM Bonus Plan Fairly Pays Execs
-------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that one of the
directors of bankrupt rare earth miner Molycorp Inc. told a
Delaware bankruptcy judge on Oct. 1, 2016, that the Company's
senior executives would be fairly compensated compared with
industry standards under an up to $3 million incentive pay plan
that is under fire from several corners in the case. During a full
day of court proceedings in Wilmington, Molycorp director Brian
Dolan testified during cross-examination.
About Molycorp
Molycorp Inc. -- http://www.molycorp.com/-- is a global rare
earths and rare metals producer. Molycorp owns several prominent
rare earth processing facilities around the world. It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.
Molycorp has corporate offices in the United States, Canada and
China. CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada. Other senior manageemnt members are located at its U.S.
corporate headquarters in Greendwood Village, Colorado.
Molycorp reported a net loss of $623 million in 2014, a net loss
of $377 million in 2013 and a net loss of $475 million in 2012.
As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.
Molycorp and its North American subsidiaries, together with
certain of its non-operating subsidiaries outside of North America,
filed
Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead
Case No. 15-11357) on June 25, 2015, after reaching agreement
with a group of lenders on a financial restructuring. The Chapter
11
cases of Molycorp and 20 affiliated debts are pending before
Judge Christopher S. Sontchi.
The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.
The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings. Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from
the filings as it is not 100% owned by the Company.
Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from AlixPartners,
LLP.
Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal
counsel to the Company in this process. Prime Clerk serves
as claims and noticing agent.
Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.
On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case
of Molycorp Inc. appointed eight creditors of the company to serve
on the official committee of unsecured creditors.
MONTREAL MAINE: Final Hearing Today on $341MM Settlement
--------------------------------------------------------
ABI.org reported that the trustee for the bankrupt Montreal Maine
and Atlantic Railway said that he expects a final agreement on Oct.
5, over a settlement to pay victims of the July 2013 oil train
derailment that killed 48 people.
The Associated Press, in a separate report, said that final
confirmation of a $338 million settlement for victims of an oil
train derailment that claimed 47 lives in Quebec was delayed on
Sept. 24, 2015, to give the lone party that opposes the plan
additional time to reach an agreement on terms to join the
settlement or withdraw its objection.
Canadian Pacific will let the settlement move forward by dropping
its opposition if it can come to terms with the U.S. bankruptcy
trustee, officials said.
A bankruptcy judge ordered the parties to reconvene Oct. 5, and
Trustee Robert Keach said he's confident the settlement will be
confirmed then.
"We moved farther down the road to providing some certainty for the
victims. While I know that means coming back in a few weeks, I
think material progress was made. There is encouragement for the
victims," Judge Keach told the judge after attorneys emerged from
closed-door discussions to ask for more time to negotiate.
The settlement plan, which was worth $446 million in Canadian
dollars, was negotiated with about two dozen parties with potential
liability after a runaway train with 72 oil tankers derailed on
July 6, 2013, in Lac Megantic, Quebec. The exploding tankers
triggered raging fires that destroyed more than 40 buildings.
Canadian Pacific, which contended it bore no responsibility for the
disaster, was the sole party with potential liability to decline to
contribute to the settlement, which included about $83 million to
settle wrongful death claims.
The railroad contended the plan would hamper its ability to defend
itself from lawsuits because the agreement provided legal immunity
to settlement participants.
Keach accused Canadian Pacific of trying to hold up payments to
victims to get leverage to negotiate a better settlement deal. But
Tim Thornton, attorney for Canadian Pacific, denied on Sept. 24,
that the railroad was trying to delay payments. He said the
railroad only wanted to be treated fairly.
The oil shipment from the Bakken region of North Dakota originated
with Canadian Pacific, which transported the crude to Quebec before
the train moved onto rail lines owned and operated by Montreal,
Maine & Atlantic Railway. The Maine-based railroad filed for
bankruptcy and was sold after the disaster.
Keach contends Canadian Pacific bears some responsibility for the
severity of the fire by failing to properly classify the crude oil,
which was as volatile as gasoline. Plaintiffs also believe CP bears
some responsibility because it managed the shipping documents.
Wrongful death lawsuits are on hold while the settlement is sorted
out.
In addition to the bankruptcy and lawsuits, there's also a separate
criminal case pending against three workers, each charged with
criminal negligence causing death.
About Montreal Maine
Montreal, Maine & Atlantic Railway Ltd., operated the train that
derailed and exploded in July 2013, killing 47 people and
destroying part of Lac-Megantic, Quebec.
The Company sought bankruptcy protection (Bankr. D. Maine Case No.
13-10670) on Aug. 7, 2013, with the aim of selling its business.
Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co.,
meanwhile, filed for protection from creditors in Superior Court of
Quebec in Montreal.
Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., serves as Chapter 11 trustee. Michael A. Fagone, Esq., and
D. Sam Anderson, Esq. serves as his counsel. Development
Specialists, Inc., serves as his financial advisor; and Gordian
Group, LLC, serves as his investment banker.
Bankruptcy Judge Louis H. Kornreich presides over the U.S. case.
The law firm of Verrill Dana represents the Debtor in its
restructuring effort.
Justice Martin Castonguay oversees the case in Canada. Andrew
Adessky at Richter Consulting was named CCAA monitor. The CCAA
Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A
Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur
Henderson LLP.
The U.S. Trustee appointed a four-member official committee of
derailment victims. The Official Committee is represented by
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq.,
at Paul Hastings LLP.
The unofficial committee of wrongful death claimants is represented
by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.;
Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers,
Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The
Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green
Toups & Terrell LLP.
On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75% of the $25 million in
available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.
Montreal, Maine & Atlantic Canada Co. ("MMA Canada"), the Canadian
unit of Chapter 11 debtor Montreal, Maine & Atlantic Railway Ltd.
("MMA"), on July 20, 2015, filed a Chapter 15 bankruptcy petition
(Bankr. D. Maine Case No. 15-20518) in Portland, Maine, to seek
recognition and enforcement in the U.S. of the order by the Quebec
Court approving MMA Canada's plan to pay off victims of the July
2013 derailment.
NEPHROS INC: Obtains Funding from Warrant Exercise by Wexford
-------------------------------------------------------------
Nephros, Inc. has entered into a Warrant Amendment and Exercise
Agreement with Lambda Investors LLC, an affiliate of Wexford
Capital LP, and plans to initiate a tender offer to temporarily
reduce the exercise price for all remaining outstanding warrants by
50% of the stated exercise price of each respective warrant.
Pursuant to the Warrant Amendment and Exercise Agreement, the
Company agreed to reduce the current exercise price of the Class D
Warrant held by Lambda representing the right to purchase
11,742,100 shares of the Company's common stock by 50%, to $0.15
per share, in exchange for Lambda's agreement to exercise such
warrant in its entirety. The Company received approximately $1.76
million in cash proceeds from Lambda's exercise of the Class D
Warrant. Following such exercise, no Class D Warrants remain
outstanding.
In addition, Nephros has committed to initiating a tender offer to
the holders of all of its remaining outstanding warrants pursuant
to which it will offer those holders the right to exercise their
respective warrants at a 50% discount to their current exercise
prices, which range from $0.40 to $0.85 per share. If all
remaining warrants are exercised at the discounted prices, Nephros
would receive additional proceeds of approximately $1.39 million.
The details of the proposed offer to exercise the Company's
remaining warrants will be announced next month.
"Daron has had an immediate positive impact on Nephros operations,
and Wexford fully supports his vision for the company," stated Dr.
Paul Mieyal of Wexford. "In addition, we applaud the board's
creativity in providing an incentive for all existing warrant
holders to exercise their warrants as a means to raise working
capital without impacting the fully diluted capitalization of the
company."
"I appreciate Wexford's continued support of Nephros and am pleased
that all warrant holders have the opportunity to take advantage of
this temporary discount," said Daron Evans, CEO of Nephros. "The
Class D Warrant held by Lambda was subject to a price-based
anti-dilution adjustment provision, which required the warrant to
be recorded as a liability on our balance sheet. The exercise of
the Class D Warrant provides cash for operations and eliminates
this warrant liability, which was over $7 million at the end of the
last quarter. I am committed to expanding our water filter product
line in both medical and commercial applications, with the goal of
growing sales and achieving positive cash flow from operations in
2016."
"The additional funding will also allow us to initiate our OLpūr
H2H 2.0 project. Utilizing feedback from nurses, technicians and
doctors from the on-going hemodiafiltration system evaluations, we
intend to upgrade the OLpūr H2H system to make it easier to use
and maintain, and less costly to manufacture. We believe that full
capitation is coming to the dialysis industry, and that HDF therapy
will offer service providers a powerful tool to reduce the overall
cost of care for certain subsets of patients with end stage renal
disease."
About Nephros
River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters. Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.
Nephros reported a net loss of $7.37 million on $1.74 million of
total net revenues for the year ended Dec. 31, 2014, compared to
net income of $1.32 million on $1.74 million of total net revenues
for the year ended Dec. 31, 2013.
As of June 30, 2015, the Company had $3.4 million in total assets,
$9.3 million in total liabilities and a stockholders' deficit of
$5.9 million.
Withum Smith+Brown PC, in Morristown, New Jersey, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
negative cash flow from operations and recurring net losses since
inception. These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.
NET ELEMENT: Extends Letter Agreements Moratorium Date to Oct. 11
-----------------------------------------------------------------
Net Element, Inc., and certain qualified institutional investors
and certain institutional accredited investors who are parties to
the two letter agreements, each dated Aug. 4, 2015, agreed to
further modify the Letter Agreements by extending the Moratorium
Date (as defined in the Letter Agreements) to 11:59 pm EST on
Oct. 11, 2015.
On Aug. 4, 2015, Net Element entered into two letter agreements
with the certain qualified institutional investors and certain
institutional accredited investors listed in the Securities
Purchase Agreement (Series A Convertible Preferred Stock of the
Company) (the "Preferred SPA") and the Securities Purchase
Agreement (Senior Convertible Notes and Warrants) (the "Debt SPA").
The Letter Agreements waived certain terms of the Series A
Convertible Preferred Stock of the Company, and waived and amended
certain terms of the Preferred SPA and the Debt SPA and of the
Senior Convertible Notes and Warrants issued pursuant to the Debt
SPA.
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.
NEWLEAD HOLDINGS: Announces Time Charter of Newlead Castellano
--------------------------------------------------------------
NewLead Holdings Ltd. announced that it has entered into a time
charter contract for one of its dry bulk Eco-type Handysize
vessels, the Newlead Castellano, for two consecutive voyages,
anticipated to be completed by the end of November 2015, at a gross
charter-out rate of US $7,000 per day less a 6.25% commission paid
to third parties. The vessel was delivered to the charterers at
the beginning of September 2015.
The Newlead Castellano is a 2013-built dry bulk Eco-type Handysize
vessel of 35,542 dwt and is one of the three dry bulk Eco-type
Handysize vessels that were delivered to NewLead's fleet in 2014.
Since the beginning of 2015, the Newlead Castellano has completed
three time charter contracts and has transported 125,995 tons of
dry bulk cargo. The vessel's utilization in 2015 up until today is
95%.
The Newlead Castellano has been primarily trading in the Atlantic
Ocean area although the trading location is at the charterers'
option.
Mr. Michael Zolotas, chairman and chief executive officer of
NewLead, stated, "NewLead's constant emphasis on the development
and management of commercial relationships is reflected in the
continuous employment of its vessels at competitive charter-out
rates despite distressed dry bulk market conditions."
Mr. Zolotas added, "We continue to perform on our prudent and
adaptive commercial strategy but at the same time we ensure a
diversified employment and geographical positioning of our dry bulk
vessels to seize chartering opportunities."
NewLead has approximately 60% and 81% of its operating days covered
for 2015 and 20% and 16.27% of its operating days covered for 2016
for its dry bulk and tanker vessels, respectively.
A full-text copy of the press release is available at:
http://is.gd/XbtCoY
About NewLead Holdings Ltd.
Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels. NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings. NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.
Newlead reported a net loss attributable to the Company's
shareholders of $100 million on $12.6 million of revenues for the
year ended Dec. 31, 2014, compared to a net loss attributable to
the Company's shareholders of $158 million on $7.34 million of
revenues for the year ended Dec. 31, 2013.
As of Dec. 31, 2014, the Company had $190 million in total assets,
$300 million in total liabilities, and a $110 million total
shareholders' deficit.
Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
a net loss, has negative cash flows from operations, negative
working capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities all of which raise substantial
doubt about its ability to continue as a going concern.
NEWLEAD HOLDINGS: Commercial Performance of Newlead Granadino
-------------------------------------------------------------
NewLead Holdings Ltd. announced that the Company has entered into a
new time charter contract for one of its bitumen tanker vessels,
the MT Newlead Granadino, for a minimum of six months with the
charterer's option to extend the contract at the end of the first
six months for additional six month periods up to a maximum of
eighteen months. The net charter-out rate is $10,500 for the
initial six months and $10,750 for the remaining optional periods.
The charter commenced on July 22, 2015.
The Newlead Granadino is a 2009-built double hull bitumen tanker
vessel of 5,887 dwt and is one of the five bitumen tanker vessels
that were delivered to NewLead's fleet in the fourth quarter of
2014.
When NewLead took delivery of Newlead Granadino in November 2014,
the vessel was already chartered-out on a time charter agreement at
a net charter-out rate of $8,900 for about nine months. From the
beginning of January 2015, when that time charter agreement
expired, until the latest time charter agreement, the Newlead
Granadino had been trading on the spot market and had completed six
voyages in the Mediterranean Sea and the United Arab Emirates area.
Today, the Newlead Granadino is trading in North America where the
vessel was repositioned in August 2015 to perform on the latest
time charter agreement.
Upon delivery of the Newlead Granadino to NewLead in November 2014,
the Company invested in the maintenance, improvement and upgrade of
the vessel's condition. The vessel's improved technical condition
allowed for an increase of approximately 5% in the vessel's cargo
in-take capacity and a decrease in the fuel consumption for
steaming and cargo heating, as well as an improvement of the speed
of the vessel. The Newlead Granadino has become a more
eco-friendly vessel and is expected to be more attractive to oil
majors and charterers.
Since the delivery of Newlead Granadino to NewLead up until today,
158,502.35 tons of bitumen have been transported while the vessel's
utilization was 94%.
Mr. Michael Zolotas, chairman and chief executive officer of
NewLead, stated, "We are pleased to have entered into a new time
charter contract for the Newlead Granadino. We invested in the
improvement of the technical condition of the vessel in order to
ensure an improved operational and commercial performance that
would permit the vessel's repositioning in North America."
Mr. Zolotas added, "Today, four out of our five bitumen oil tanker
vessels are in a time charter contract and one is trading spot
which allows for hedging of the bitumen market fluctuations.
Newlead is aiming to expand the Company's fleet with modern bitumen
tankers to not only have a strong presence in the Mediterranean Sea
and the United Arab Emirates area, but also in North America in
order to develop on our strategic decision to be a worldwide player
in the bitumen oil tanker market."
NewLead has approximately 62.06% and 80.56% of its operating days
covered for 2015 and 20% and 15.27% of its operating days covered
for 2016 for its dry bulk and tanker vessels, respectively.
A full-text copy of the press release is available at:
http://is.gd/EtGwed
About NewLead Holdings Ltd.
Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels. NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings. NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.
Newlead reported a net loss attributable to the Company's
shareholders of $100 million on $12.6 million of revenues for the
year ended Dec. 31, 2014, compared to a net loss attributable to
the Company's shareholders of $158 million on $7.34 million of
revenues for the year ended Dec. 31, 2013.
As of Dec. 31, 2014, the Company had $190 million in total assets,
$300 million in total liabilities, and a $110 million total
shareholders' deficit.
Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
a net loss, has negative cash flows from operations, negative
working capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities all of which raise substantial
doubt about its ability to continue as a going concern.
OCONEE REGIONAL: S&P Puts 'CCC' Rating on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' rating on
Baldwin County Hospital Authority, Ga.'s revenue debt, issued for
Oconee Regional Medical Center (ORMC), on CreditWatch with negative
implications.
The CreditWatch placement reflects Standard & Poor's opinion of
Navicent Health's recent notification on Sept. 17, 2015, that it
will terminate its management services agreement with ORMC,
effective 30 days from the notice. Standard & Poor's understands
Navicent terminated the agreement for cause.
The rating service has limited information regarding the reason for
the termination. Based on an electronic municipal market access
filing, however, it understands Navicent terminated the agreement
due to a material change in key personnel by ORMC. Subsequent
filings indicate ORMC is disputing Navicent's right to terminate
the agreement.
Should Navicent successfully dissolve the agreement, Standard &
Poor's believes a lower rating is likely due to ORMC's very weak
financial performance and Standard & Poor's opinion that ORMC has
very limited resources to meet debt service requirements. At June
30, 2015, ORMC has approximately $10.6 million in unrestricted
reserves. ORMC management indicated in August 2015 that it
intended to fund the next bond debt service payment with reserves;
it is scheduled to make that next payment of approximately $2.5
million on Dec. 1, 2015.
OIL & GAS COS: S&P Takes Rating Actions on 25 Companies
-------------------------------------------------------
Standard & Poor's Ratings Services, on Oct. 2, 2015, said that it
has taken rating actions on 25 U.S oil and gas exploration and
production (E&P) companies after completing a review of the sector.
The review followed the recent revision of S&P's hydrocarbon price
assumptions. Although many of these issuers lowered capital
spending and have been focused on drilling their core assets,
credit measures remain weak for the ratings. Most rating actions
reflect lower credit-protection measures, negative cash flow, and
uncertainty about liquidity over the next 12 months.
DOWNGRADES
Chesapeake Energy Corp.: Corporate Credit Rating Lowered To
BB-/Negative/-- From BB+/Negative/--
The downgrade reflects S&P's expectation that financial measures
will weaken further over the next 12 to 18 months such that debt to
EBITDAX will well exceed 5x and funds from operations (FFO) to debt
will average below 12%, resulting in the lowering of the financial
risk profile to "highly leveraged" from "aggressive," as per S&P's
criteria. The negative outlook reflects the potential for further
downgrades if financial measures continue to weaken, as well as the
need for Chesapeake to address looming debt maturities, including
putable debt, through 2017.
Whiting Petroleum Corp: Corporate Credit Rating Lowered To
BB/Stable/-- From BB+/Negative/--
The downgrade reflects S&P's expectation of increased leverage and
worsening credit measures following the reduction in its oil and
natural gas price deck assumptions. Despite the company's recent
reduction in planned capital spending for 2016, S&P expects FFO to
debt to fall and remain below 20% and debt to EBITDA to exceed 4x
over the next two years, which S&P views as too high for a 'BB+'
rating, given what S&P views as the company's "satisfactory"
business risk profile.
Ultra Petroleum Corp.: Corporate Credit Rating Lowered To
B+/Negative/-- From BB/Negative/--
The downgrade reflects S&P's expectation of increased leverage
following its lower oil and natural gas price deck assumptions.
S&P now expects FFO to debt to fall and remain below 12% and debt
to EBITDA to exceed 5x over the next two years, which S&P views as
too high for a 'BB' rating, given the company's "satisfactory"
business risk profile. The negative outlook reflects the potential
for a downgrade if leverage falls well below 12% or if S&P expected
liquidity to deteriorate, which would most likely occur if the
company did not extend the maturity of its credit facility or amend
financial covenants.
Denbury Resources Inc.: Corporate Credit Rating Lowered To
BB-/Stable/-- From BB/Negative/--
S&P lowered the rating to reflect the company's increased leverage
due to its lower oil and natural gas price deck assumptions, the
company's limited hedge position in 2016 and beyond, and S&P's
forecast of a 5% decline in production next year. Despite S&P's
expectation that the company will continue to benefit from the
costs savings achieved this year and will maintain capital spending
within cash flow through the downturn, S&P now forecasts FFO to
debt to fall below 20% and debt to EBITDA to approach 5x for the
next couple years. S&P views these leverage levels as too high for
a 'BB' rating, given its assessment of the company's business risk
profile.
Linn Energy LLC: Corporate Credit Rating Lowered To B+/Negative/--
From BB-/Negative/--
The downgrade reflects S&P's expectation that under its revised
price assumptions, the company's financial measures will materially
deteriorate. S&P expects debt to EBITDA to exceed 5.5x and FFO to
debt to remain below 12% through 2016, which it considers
inconsistent with the rating. However, the suspension of
distributions should support the company's cash flow and provide
opportunities to deleverage the balance sheet. The negative
outlook reflects the risk of additional deterioration of the
company's credit measures.
Bill Barrett Corp.: Corporate Credit Rating Lowered To B/Stable/--
From B+/Stable/--
The downgrade reflects S&P's expectation of increased leverage
following the reduction in its oil and natural gas price deck
assumptions. Despite S&P's assumption of significantly reduced
capital spending in 2016, it expects the company's FFO to debt to
approach 12% and debt to EBITDA to approach 5x over the next two
years, which S&P' views as too high for a 'B+' rating, given what
S&P views as the company's "vulnerable" business risk profile. S&P
continues to view liquidity as "adequate" for the rating.
Endeavor Energy Resources L.P.: Corporate Credit Rating Lowered To
B/Negative/-- From B+/Stable/--
The downgrade reflects S&P's estimates for increased leverage
following the revision of its hydrocarbon price decks assumptions.
S&P expects the company's revenues to decline further as its modest
hedge position rolls off in 2016 and production declines slightly
as a result of reduced capital spending. Given S&P's assumptions,
it expects FFO to debt to remain below 12% for 2016 and 2017 and
debt to EBITDA to be above 5x. The negative outlook reflects S&P's
expectations that Endeavor will have weak credit measures for the
rating because the company relies on debt to fund its current
capital plan amid an extended period of lower oil and gas prices.
Legacy Reserves L.P.: Corporate Credit Rating Lowered To
B/Stable/-- From B+/Negative/--
Although the company's hedges will support price realizations in
2016, S&P expects leverage to exceed levels it views as appropriate
for the rating, including FFO to debt of about 10% and debt to
EBITDA approaching 7.5x by year-end 2016. S&P notes that the
company still has significant availability under its credit
facility, although the amount could be reduced at the next
borrowing base redetermination this fall. S&P expects the company
to reduce capital spending, distributions, or execute asset sales
to help preserve liquidity and improve on financial measures.
Triangle USA Petroleum Corp.: Corporate Credit Rating Lowered To
B-/Negative/-- From B/Stable/--
The downgrade reflects S&P's expectation that 2016 credit measures
will weaken to levels we consider in line with a "highly leveraged"
financial risk profile, as the company's hedges begin rolling off.
In S&P's base case scenario, it expects that 2016 debt to EBITDAX
will well exceed 5x and that FFO to debt will average below 10%.
The negative outlook reflects the potential for a lower rating over
the next year should liquidity deteriorate meaningfully during the
fall or spring redetermination, or if the company enters into debt
exchanges, given the current market value of its unsecured notes,
which S&P could view as distressed exchanges.
Chaparral Energy Inc.: Corporate Credit Rating Lowered To
B-/Stable/-- From B/Stable/--
The downgrade reflects S&P's expectations that the company's credit
measures could weaken after most of its favorable hedges roll off
in 2015, with modest hedges in 2016. S&P expects the company to
cut back capital spending to preserve liquidity, while production
should be supported by the production from its North Burbank
enhanced oil recovery project. The stable outlook reflects S&P's
expectation that FFO to debt will remain above 10% and the company
maintains "adequate" liquidity.
Templar Energy LLC: Corporate Credit Rating Lowered To
'B-/Negative/-- from B/Stable/--
Under S&P's price assumptions, it projects the company's FFO to
debt to remain slightly below 10% after favorable hedges roll off
in 2015. The negative outlook reflects the likelihood S&P could
lower the rating if it assess Templar's liquidity as "less than
adequate" due to a possible covenant breach, or if credit measures
deteriorated further.
Atlas Resource Partners L.P.: Corporate Credit Rating Lowered To
B-/Stable/-- From B/Negative/--
The downgrade reflects S&P's estimates that the company's credit
measures will weaken as a result of its revised price deck
assumptions and a decline in production due to decreased capital
spending. S&P expects leverage to increase as the partnership
continues to fund distributions to unitholders. Given S&P's
assumptions, it expects FFO to debt to remain below 12% for 2016
and 2017 and debt to EBITDA above 6x. The stable outlook reflects
Atlas' extensive hedge position through 2018 that helps to mitigate
cash flow volatility.
Clayton Williams Energy Inc.: Corporate Credit Rating Lowered To
B-/Negative/-- From B/Negative/--
The downgrade reflects S&P's estimate for increased leverage due to
the reduction in its oil and natural gas price deck assumptions and
the company's lack of hedges. S&P now expects FFO to debt to fall
and remain below 12% and debt to EBITDA to exceed 5x for the next
few years. The negative outlook reflects S&P's expectation that
the company's liquidity position will likely deteriorate in 2016
unless the company executes asset sales.
Midstates Petroleum Co. Inc.: Corporate Credit Rating Lowered To
CCC+/Stable/-- From B-/Stable/--
S&P projects the company's leverage to be unsustainable under its
price assumptions, with FFO to debt falling to below 5% in 2016
after the company's hedges expire in 2015. The company's liquidity
is supported by the company's second-lien notes issued earlier this
year, which it used to pay down outstanding amounts under the
credit facility and put cash on the balance sheet. The stable
outlook reflects S&P's assessment of "adequate" liquidity for the
company.
Energy XXI Ltd.: Corporate Credit Rating Lowered To
CCC+/Negative/-- From B-/Negative/--.
S&P projects the company to generate near-0% FFO to debt in 2016
and to finance its capital spending entirely out of cash on hand,
which was about $756 million as of fiscal year-end 2015. Although
the company has "adequate" liquidity, according to S&P's criteria,
it has $750 million of senior unsecured notes due in November 2017
that, if not retired or extended, could accelerate the maturity of
its credit facility. The negative outlook reflects the likelihood
that S&P could lower the rating if it assess liquidity as "less
than adequate," which could stem from the accelerating maturity on
its credit facility.
American Energy – Permian Basin LLC: Corporate Credit Rating
Lowered To CCC+/Negative/-- From B-/Negative/--
The downgrade reflects S&P's expectation of increased leverage
following the reduction in its oil and natural gas price deck
assumptions. S&P now expects FFO to debt to be in the 0% to 5%
range over the next two years, which S&P views as unsustainable.
The negative outlook reflects the potential for liquidity to
deteriorate next year if the company's borrowing base is reduced
and it cannot raise external capital to fund its planned drilling
program.
OUTLOOK REVISIONS
Exxon Mobil Corp.: 'AAA' Long-Term Corporate Credit And 'A-1+'
Short-Term Commercial Paper Ratings Affirmed, Outlook Revised To
Negative From Stable.
S&P revised its rating outlook to negative from stable, reflecting
its expectation that credit measures will be weak for the ratings
over the next one to two years because of lower internally
generated cash flow, coupled with substantial capital spending and
dividends. S&P projects that discretionary cash flow coverage of
debt will be below its expectations for the ratings, in part due to
low oil and natural gas prices. S&P notes that the company has
substantially more debt than during the last cyclical commodity
price trough in 2009, while upstream production and costs are at
similar levels. S&P projects that credit measures will begin to
improve to acceptable levels in 2017, assuming lower capital
spending and higher commodity prices.
Chevron Corp.: 'AA' Long-Term Corporate Credit And 'A-1+'
Short-Term Commercial Paper Ratings Affirmed, Outlook Revised To
Negative From Stable
The outlook revision to negative reflects S&P's expectation that in
the context of lower oil and gas prices and refining margins, the
company's credit measures will be weak for the ratings next year.
S&P anticipates Chevron will outspend internally generated cash
flow to fund major project capital spending and dividends. S&P
notes that the company has significantly more debt than in the last
cyclical downturn while oil and gas production is at similar
levels. S&P forecasts that credit measures will improve to
acceptable levels in 2017, assuming lower capital spending and
higher commodity prices.
Northern Oil And Gas Inc.: 'B' Corporate Credit Rating Affirmed,
Outlook Revised To Negative From Stable
The outlook revision reflects the potential for a lower rating
within the next year if S&P expects that credit measures would
weaken modestly with FFO to debt dropping below 12% for a sustained
period, if liquidity deteriorates significantly, or if the company
undertook more aggressive financial policies that increased debt
leverage.
EV Energy Partners L.P.: 'B' Corporate Credit Rating Affirmed,
Outlook Revised To Negative From Stable
S&P now views the company's financial profile as "highly
leveraged," given that S&P expects credit measures to weaken in
2016 and 2017, in comparison to 2015. S&P expects FFO to debt of
about 18% in 2015, declining to about 11% in both 2016 and 2017.
S&P continues to view the company's liquidity as "adequate." The
negative outlook reflects the potential for lower ratings on the
company if FFO to debt weakens to well below 12% on a sustained
basis or if S&P viewed liquidity as "less than adequate."
Fieldwood Energy LLC: 'B' Corporate Credit Rating Affirmed, Outlook
Revised To Negative From Stable
The outlook revision reflects S&P's expectation that the company's
financial measures will be weak for the rating over the next two
years based on S&P's lower oil and natural gas price deck
assumptions, although it expects the company to generate positive
free cash flow. In addition, while hedges support price
realizations in 2016, S&P expects FFO to debt to approach 12% and
debt to EBITDA to exceed 6x. S&P expects the company to reduce
capital spending in response to lower prices and fund spending
through internal cash flows while maintaining relatively flat total
production year over year.
RATINGS AFFIRMED
ConocoPhillips: 'A' Long-Term Corporate Credit And 'A-1' Short-Term
Commercial Paper Ratings Affirmed, Outlook Negative
S&P affirmed the ratings on ConocoPhillips and maintained the
negative outlook to reflect S&P's expectation that financial
measures will remain weak for the rating through 2016. Financial
measures will benefit in 2017 from growing production from the
Australia Pacific liquefied natural gas project. Nevertheless,
should operating performance fail to meet S&P's expectations, or
low crude oil and natural gas prices persist, S&P could lower
ratings if expected FFO to debt remained below 30%.
WPX Energy Inc.: 'BB' Corporate Credit Rating Affirmed, Outlook
Positive
S&P affirmed its 'BB' corporate credit rating and maintained the
positive outlook on WPX. Despite the lower oil and natural gas
price assumptions S&P's positive outlook continues to reflect the
potential for WPX's profitability to improve based on the company's
growing proportion of oil production as a result of the recent
acquisition of RKI Exploration & Production LLC. S&P believes WPX
will reduce capital spending and execute on additional asset sales
to pay down outstanding borrowings on its existing credit facility
in 2016. S&P expects FFO to debt to average in the 20% to 25%
range over the next two years.
W&T Offshore Inc.: 'B' Corporate Credit Rating Affirmed, Outlook
Stable
While S&P expects credit measures to be weak in 2015, it expects
the company's credit measures to improve in 2016 and 2017. S&P
expects FFO to debt to be about 9% in 2015, improving to about 12%
in 2016. S&P views the company's liquidity as "adequate," taking
into consideration W&T's recent agreement to divest its interest in
the Yellow Rose field in the Permian Basin for $376 million. S&P
expects the company to initially use proceeds to pay down its
outstanding balance under its revolving credit facility and provide
additional liquidity for operations and acquisitions.
Comstock Resources Inc.: 'B' Corporate Credit Rating Affirmed,
Outlook Stable
S&P continues to expect that the company will commit a majority of
its capital to the Haynesville shale natural gas play, albeit at
reduced levels in response to lower prices. The stable outlook
reflects S&P's view that the company's leverage will improve
starting in 2017 and liquidity will remain "adequate."
RATINGS LIST
Ratings Lowered
To From
Chesapeake Energy Corp.
Corporate Credit Rating BB-/Negative/-- BB+/Negative/--
Whiting Petroleum Corp
Corporate Credit Rating BB/Stable/-- BB+/Negative/--
Ultra Petroleum Corp.
Corporate Credit Rating B+/Negative/-- BB/Negative/--
Denbury Resources Inc.
Corporate Credit Rating BB-/Stable/-- BB/Negative/--
Linn Energy LLC
Corporate Credit Rating B+/Negative/-- BB-/Negative/--
Bill Barrett Corp.
Corporate Credit Rating B/Stable/-- B+/Stable/--
Endeavor Energy Resources L.P.
Corporate Credit Rating B/Negative/-- B+/Stable/--
Legacy Reserves L.P.
Corporate Credit Rating B/Stable/-- B+/Negative/--
Triangle USA Petroleum Corp.
Corporate Credit Rating B-/Negative/-- B/Stable/--
Chaparral Energy Inc.
Corporate Credit Rating B-/Stable/-- B/Stable/--
Templar Energy LLC
Corporate Credit Rating B-/Negative/-- B/Stable/--
Atlas Resource Partners L.P.
Corporate Credit Rating B-/Stable/-- B/Negative/--
Clayton Williams Energy Inc.
Corporate Credit Rating B-/Negative/-- B/Negative/--
Midstates Petroleum Co. Inc.
Corporate Credit Rating CCC+/Stable/-- B-/Stable/--
Energy XXI Ltd.
Corporate Credit Rating CCC+/Negative/-- B-/Negative/--.
American Energy – Permian Basin LLC
Corporate Credit Rating CCC+/Negative/-- B-/Negative/--
Ratings Affirmed; Outlook Revised
To From
Exxon Mobil Corp.
Corporate Credit rating AAA/Negative/A-1+ AAA/Stable/A-1+
Chevron Corp.
Corporate Credit Rating AA/Negative/A-1+ AA/Stable/A-1+
Northern Oil And Gas Inc.
Corporate Credit Rating B/Negative/-- B/Stable/--
EV Energy Partners L.P.
Corporate Credit Rating B/Negative/-- B/Stable/--
Fieldwood Energy LLC
Corporate Credit Rating B/Negative/-- B/Stable/--
Ratings Affirmed; Outlooks Unchanged
ConocoPhillips
Corporate Credit Rating A/Negative/A-1 A/Negative/A-1
WPX Energy Inc.
Corporate Credit Rating BB/Positive/-- BB/Positive/--
W&T Offshore Inc.
Corporate Credit Rating B/Stable/-- B/Stable/--
Comstock Resources Inc.
Corporate Credit Rating B/Stable-- B/Stable/--
ORBITAL ATK: S&P Raises Rating on $300MM Unsecured Notes to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating on
Orbital ATK Inc.'s $300 million unsecured notes due 2021 to 'BB'
from 'BB-' and removed the rating from CreditWatch--where S&P had
placed it with positive implications on Sept. 21, 2015--because the
company has completed its refinancing. S&P also revised the
recovery rating on the notes to '5' from '6' because the amount of
secured debt ahead of the notes has been reduced. The '5' recovery
rating indicates S&P's expectation for modest recovery (10%-30%;
upper half of the range) in a simulated default scenario.
Orbital used the proceeds from its new $800 million term loan and
$400 million of unsecured notes due 2023, along with an $82 million
draw on its new $1 billion revolver, to fully repay and terminate
its prior credit facilities, which included a $1.077 billion term
loan A and $197 million term loan B.
RATINGS LIST
Orbital ATK Inc.
Corporate Credit Rating BB+/Stable/--
Upgraded; CreditWatch Action; Recovery Rating Revised
To From
Orbital ATK Inc.
$300 Mil. Unscrd Nts Due 2021 BB BB-/Watch Pos
Recovery Rating 5H 6
OTIS PRODUCTIONS: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Otis Productions, Inc.
P.O. Box 1720
Hiram, GA 30141
Case No.: 15-42363
Chapter 11 Petition Date: October 1, 2015
Court: United States Bankruptcy Court
Northern District of Georgia (Rome)
Judge: Hon. Paul W. Bonapfel
Debtor's Counsel: Leon S. Jones, Esq.
JONES & WALDEN, LLC
21 Eighth Street, NE
Atlanta, GA 30309
Tel: (404) 564-9300
Fax: 404-564-9301
Email: ljones@joneswalden.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James Travis Tritt, president.
A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb15-42363.pdf
PARADIGM EAST: Township Opposes Plan, Wants Taxes Paid
------------------------------------------------------
East Hanover Township, a political subdivision in the State of New
Jersey, objects to confirmation of Paradigm East Hanover, LLC's
Chapter 11 plan, unless all postpetition taxes owed to Hanover
Township are paid on the date of confirmation.
The Debtor has three properties that are located within the
Township. The Debtor owes both pre-petition and post-petition
taxes to the Township. According to the Township, as of Oct. 6,
2015, these taxes would be due and owing:
* Block 99, Lot 4.02 - $73,635.30
* Block 99, Lot 4 - $529,017.89
* Block 99, Lot 5.01 - $56,752.00
As it relates to prepetition taxes, the Debtor proposes to pay
interest only on said amount. The Township objects to any Plan
that does not have both principal and interest of prepetition taxes
paid over the life of the Plan. The prepetition taxes due and
owing are as follows:
* Block 99, Lot 4.02 – none
* Block 99, Lot 4 - $$533,558.21 plus postpetition interest
* Block 99, Lot 5.01 - $10,328.27 plus postpetition interest
The Township wants all payments to commence no later than Oct. 30,
2015. It adds that the Debtor must identify the source of funds to
pay the postpetition taxes.
East Hanover Township is represented by:
GOLDENBERG, MACKLER, SAYEGH, MINTZ,
PFEFFER, BONCHI & GILL
Keith A. Bonchi, Esq.
660 New Road, Suite No. 1-A
Northfield, New Jersey 08225
Tel: (609) 646-0222
Fax: (609) 646-0887
The Chapter 11 Plan
Judge Vincent F. Papalia on Aug. 21, 2015, entered an order
approving the disclosure statement explaining the Debtor's Chapter
11 plan. The judge set an Oct. 6 hearing to consider confirmation
of the Plan.
The funds necessary for funding the Debtor's Plan will be derived
from:
(i) a secured loan from JABE Management ("JABE"), an affiliate
of the members of the Debtor, which loan will bear interest at 5%
per annum and will be satisfied from the sale of Lot 4, Lot 4.02
and/or Lot 5.01, as the case may be;
(ii) the sale proceeds from the disposition of the Lots; and
(iii) in the event, the Debtor is unable to close on the sale of
the Lots and/or chooses not to sell any or all of the Lots on or
before the 3rd anniversary of the Effective Date, the Debtor will
obtain financing to satisfy all the holders of Claim in:
* Class 1 - Secured Claim of the Township of East Hanover,
* Class 2 - Secured Claim of EHMP
* Class 3 - The Secured Claim of Empire
* Class 4 - The Secured Claim of Dotoli.
General unsecured claims (Class 6) will be paid a pro rata share of
the Net Sale Proceeds received by the Debtor from the closing(s) on
the sale of Lot 4, Lot 4.02 and/or Lot 5.01 until such time that
the Class 6 Claims have been satisfied in full without interest.
All existing equity interests (Class 7) will be retained by the
equity interest holders.
A copy of the Second Modified Disclosure Statement dated Aug. 5,
2015, is available for free at:
http://bankrupt.com/misc/Paradigm_East_2nd_M_DS.pdf
About Paradigm East
Paradigm East Hanover, LLC, is the 80 percent owner of real
property identified as Block 99, Lot 4 a/k/a 11 Mt. Pleasant
Avenue, East Hanover, NJ 07936 ("Lot 4"), Block 99, Lot 4.02 a/k/a
3 Farinella Drive, East Hanover, NJ 07936 ("Lot 4.02"), and Block
99, Lot 5.01 a/k/a 33 Mt. Pleasant Avenue, East Hanover, NJ 07936.
77 Charters, Inc. maintains a 20% interest in the Lots. Based on a
contract to purchase the Lots, Paradigm East values Lot 4 and Lot
5.01, together, at approximately $9,900,000 and Lot 4.02 at
$5,100,000. Paradigm East is owned by entities held by Paradigm
Capital Funding, LLC.
Paradigm East sought Chapter 11 bankruptcy protection (Bankr.
D.N.J. Case No. 14-25017) in Newark, New Jersey, on July 23, 2014.
The case is assigned to Judge Donald H. Steckroth.
The Debtor estimated assets between $10 million and $50 million and
debt of less than $10 million.
The Debtor tapped Norris McLaughlin & Marcus, PA, in Bridgewater,
New Jersey, as bankruptcy counsel, and Tannenbaum, Helpern,
Syracuse & Hirschtritt, LLP, as special real estate counsel in
connection with the sale of the Lot 4 and Lot 5.01.
* * *
On March 25, 2015, six bidders participated in an open-cry auction
for the Lots. SLKRE East Hanover LLC won the auction with its $15
million offer. Mount Pleasant Enterprises, LLC, agreed to be the
back-up bidder solely as to Lot 4 and Lot 5.01, for a purchase
price of $9.1 million. American Properties at East Hanover, LLC
greed to be the back-up bidder as to Lot 4.02 for a minimum
purchase price of $5 million.
A contract of sale dated as of April 3, 2015 was executed between
SLKRE and the Debtor to purchase the Lots for $15 million, subject
to a 90-day due diligence period, which 90-day period may be
extended for an additional 90 days solely if a Phase 2
environmental study is required and only for such purpose. Prior
to July 29, 2015, SLKRE advised the Debtor that it was extending
the Due Diligence Period for another 90 days in order to proceed
with a Phase II environmental study. In light of the extension,
the Due Diligence Period does not conclude until Oct. 27, 2015.
PATRIOT COAL: Panel Balks at Cash Use Termination, Case Conversion
------------------------------------------------------------------
BankruptcyData reported that Patriot Coal's official committee of
unsecured creditors filed with the U.S. Bankruptcy Court an
objection to Barclays Bank's motion for an order terminating the
use of cash collateral and converting the Debtors' Chapter 11
reorganizations to liquidations under Chapter 7.
The objection explains, "While the Committee does not support
confirmation of the Debtors' plan as proposed, it nonetheless
believes that the estate will benefit from the implementation of a
sale through a chapter 11 plan process, as opposed to a chapter 7
liquidation. A chapter 11 plan (one which allocates appropriate
value to unsecured creditors on account of the unencumbered assets
being sold) will maximize recoveries to the estate (including those
on account of retiree and environmental claims), preserve jobs for
thousands of employees, and provide vendors a reorganized entity
with which to do business going forward. Liquidation, on the other
hand, creates immediate harm to the business and estate assets and
eviscerates recoveries to all creditors. In addition, the Committee
believes that conversion would be an inefficient use of the
Debtors' resources and would likely saddle the Debtors' estates
with additional administrative claims in the form of chapter 7
trustee fees and expenses -- funds that would otherwise go to
creditors. The sale and possible liquidation of the Debtors' assets
in a chapter 11 context avoids the inevitable waste of time that
would result from the appointment of a chapter 7 trustee possessing
no underlying familiarity with the claims against, and assets of,
the Debtors or of the complicated history of these cases."
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.
* * *
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.
PBF HOLDING: S&P Retains 'BB-' CCR on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services said its 'BB-' corporate credit
rating and 'BB+' issue rating on Parsippany, N.J.-based PBF Holding
Co. LLC remain on CreditWatch with positive implications, where S&P
placed them on June 19, 2015. The secured debt recovery rating of
'1' remains unchanged, and indicates "very high" (90% to 100%)
recovery of principal if a default occurs.
"We view the proposed agreement to purchase the Torrance refinery
and related logistics assets, along with the previously announced
acquisition of Chalmette Refining LLC, as further enhancing PBF's
consolidated credit profile," said Standard & Poor's credit analyst
Michael Grande.
The addition of Torrance and Chalmette will significantly improve
PBF's scale, increasing total capacity by about 60% to 884,000
barrels per day, and geographic diversity, expanding into the Gulf
and West Coasts of the U.S. The Torrance facility is a
high-complexity refinery that mostly processes heavy crude oil and
includes integrated midstream logistics assets that S&P expects to
benefit PBF's midstream subsidiary, PBF Logistics L.P., over time.
Based on S&P's further diligence, it could revise PBF's business
risk profile to "fair" from "weak".
S&P expects PBF to fund the Torrance purchase with a combination of
cash, debt, and equity, and S&P will assess PBF's pro forma
consolidated credit measures and credit profile, with a focus on
the asset's integration into PBF's refining operations and PBF's
strategy in terms of feedstock sourcing, logistics, and operational
optimization.
S&P expects to resolve the CreditWatch listing on PBF sometime in
fourth-quarter 2015, when the previously announced transaction to
purchase Chalmette Refining is expected to close. If S&P decides
on a rating upgrade, it expects to raise the corporate credit and
senior secured debt ratings by no more than one notch, to 'BB' and
'BBB-', respectively.
PETTERS COMPANY: PE Funds' Bid to Intervene Granted
---------------------------------------------------
Judge Ann D. Montgomery of the United States District Court for the
District of Minnesota granted several Motions to Intervene but
denied Motions for Relief from the Litigation Stay Against Thomas
J. Petters.
In September 2008, Thomas Joseph Petters was discovered to be
operating a $3.8 billion Ponzi scheme. On October 2, 2008,
contemporaneous with a criminal fraud action, the government filed
a civil action under the Fraud Injunction Statute to freeze and
preserve assets owned by Petters and others. The defendants
stipulated to a receivership over all of their assets. The
receiver, Douglas A. Kelley, placed Petters Company Inc. ("PCI"),
Petters Group Worldwide, LLC ("PGW"), both owned by Petters, into
bankruptcy and was appointed trustee of those bankruptcy estates.
Polaroid Corporation and Petters Capital, LLC, likewise owned
directly or indirectly by Petters, are also now bankruptcy.
On August 4, 2015, oral arguments were heard on the following
motions:
(i) Motion to Intervene and Motion for Relief from Litigation
Stay Against Thomas J. Petters filed by Ritchie Capital Management,
LLC, Ritchie Special Credit Investments, Ltd., Rhone Holdings II,
Ltd, and Ritchie Capital Management Ltd. (collectively,
"Ritchie");
(ii) Motion to Intervene and Motion for Relief from Litigation
Stay Against Thomas J. Petters filed by Yorkville Investment I, LLC
("Yorkville");
(iii) Motion to Intervene filed by the respective bankruptcy
estate trustees of Polaroid, PCI, and Petters Capital.
Ritchie and Yorkville sought to intervene for the limited purpose
of allowing relief from litigation stay in the receivership case to
enable them to obtain a default judgment against Petters. The
requests to lift the stay were opposed by the Kelley and the U.S.
Government, as well as by the trustees of the bankruptcy estates of
Polaroid, PCI, and Petters Capital.
Judge Montgomery granted the motions to intervene filed by Ritchie
and Yorkville as these were unopposed. The judge also allowed the
trustees to intervene upon finding that they have met the elements
of Rule 24(a)(2): (1) they have a recognized interest in the
subject matter of the litigation; (2) their interest might be
impaired by the disposition of the case; and (3) their interest
will not be adequately protected by the existing parties.
However, Judge Montgomery denied the motions for relief from stay
filed by Ritchi and Yorkville. The judge found that the litigation
stay maintains the status quo, preserves the receivership assets,
and does not substantially harm Ritchie and Yorkville. Judge
Montgomery also found that nothing in the stay precludes Ritchie
and Yorkville from taking the necessary actions to preserve the
statute of limitations on their claims against Petters and thus,
does not permanently deprive them of their ability to pursue their
claims.
The case is United States of America, Plaintiff, v. Thomas Joseph
Petters; Petters Company, Inc., a/k/a PCI; Petters Group Worldwide,
LLC; Deanna Coleman, a/k/a Deanna Munson; Robert White; James
Wehmhoff; Larry Reynolds and/or d/b/a Nationwide International
Resources, a/k/a NIR; Michael Catain and/or d/b/a Enchanted Family
Buying Company; Frank E. Vennes, Jr., and/or d/b/a Metro Gem
Finance, Metro Gem, Inc., Grace Offerings of Florida, LLC, Metro
Property Financing, LLC, 38 E. Robinson, LLC, 55 E. Pine, LLC,
Orlando Rental Pool, LLC, 100 Pine Street Property, LLC, Orange
Street Tower, LLC, Cornerstone Rental Pool, LLC, 2 South Orange
Avenue, LLC, Hope Commons, LLC, and Metro Gold, Inc.; Defendants,
Douglas A. Kelley, Receiver, Gry Hansen, Liquidating Trustee, CIVIL
NO. 08-5348 ADM/JSM (D. Minn.).
A full-text copy of Judge Montgomery's September 14, 2015
memorandum opinion and order is available at http://is.gd/maIPFL
from Leagle.com.
Yorkville Investment I, L.L.C. is represented by:
Nancy Gertner, Esq.
Cambridge, MA
Patrick H. O'Neill, Jr., Esq.
LARSON KING, LLP
30 East Seventh Street Suite 2800
St. Paul, MN 55101
Tel: (651) 312-6500
Fax: (651) 312-6618
Email: poneill@larsonking.com
Douglas A. Kelley is represented by:
George H. Singer, Esq.
LINDQUIST & VENNUM LLP
4200 IDS Center
80 South 8th Street
Minneapolis, MN
Tel: (612) 371-2493
Fax: (612) 371-3207
Email: gsinger@lindquist.com
John R. Stoebner, Douglas A. Kelley and Randall L. Seaver are
represented by:
Adam A. Gillette, Esq.
FRUTH, JAMISON & ELSASS, PLLC
3902 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
Tel: (612) 344-9700
Fax: (612) 344-9705
Email: agillette@fruthlaw.com
United States of America is represented by:
James S. Alexander, Esq.
ASSISTANT UNITED STATES ATTORNEY
About Petters Company
Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products. It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets. Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory). Founder and chairman Tom Petters formed the company in
1988.
Petters Company, Inc., is the financing and capital-raising unit of
Petters Group Worldwide.
Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.
Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its
petition, Petters Company estimated its debts at $500 million and
$1 billion. Parent Petters Group Worldwide estimated its debts at
not more than $50,000.
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy protection
(Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct.
6, 2008. Petters Aviation is a wholly owned unit of Thomas Petters
Inc. and owner of MN Airline Holdings, Sun Country's parent
company.
The Official Committee of Unsecured Creditors is represented by
David E. Runck, Esq., Lorie A. Klein, Esq., at Fafinski Mark &
Johnson, P.A.
Trustee Douglas A. Kelley is represented by James A. Lodoen, Esq.,
Mark D. Larsen, Esq., Kirstin D. Kanski, Esq., Adam C. Ballinger,
Esq., at Lindquist & Vennum LLP.
PHARMACYTE BIOTECH: Director Richard Goldfarb Resigns
-----------------------------------------------------
As previously disclosed in Pharmacyte Biotech, Inc.'s Current
Report on Form 8-K dated Sept. 29, 2014, pursuant to a letter from
Board member Richard M. Goldfarb, MD, to the chief executive
officer of the Company dated Sept. 30, 2014, Dr. Goldfarb resigned
from his position as a member of the Board to be effective at a
time to be determined by the Company's chief executive officer.
On Sept. 28, 2015, the chief executive officer determined that the
effective date of Dr. Goldfarb's resignation would be Sept. 28,
2015.
About PharmaCyte Biotech, Inc.
PharmaCyte Biotech, Inc., formerly known as Nuvilex Inc, is
dedicated to bringing to market scientifically derived products
designed to improve the health, condition and well-being of those
who use them. The Company is a clinical stage biotechnology
company focused on developing and preparing to commercialize
treatments for cancer and diabetes based upon a proprietary
cellulose-based live-cell encapsulation technology known as
Cell-in-a-Box. The Company intends to use this unique and patented
technology as a platform upon which to build treatments for several
types of cancer, including advanced, inoperable pancreatic cancer,
and diabetes.
Pharmacyte reported a net loss of $10.8 million for the year ended
April 30, 2015, a net loss of $27.2 million for the year ended
April 30, 2014 and a net loss of $1.6 million for the year ended
April 30, 2013.
As of July 31, 2015, the Company had $8.14 million in total assets,
$1.18 million in total liabilities and $6.95 million in total
stockholders' equity.
PHOENIX COS: A.M. Best Puts 'b' Issuer Credit Rating Under Review
-----------------------------------------------------------------
A.M. Best Co. has placed the issuer credit rating (ICR) of "b" of
The Phoenix Companies Inc. (Phoenix) (NYSE: PNX) under review with
developing implications. In addition, A.M. Best has placed under
review with developing implications the issue rating of "b" on
Phoenix's $300 million ($253 million outstanding) 7.45% senior
unsecured quarterly interest bonds due 2032 and the issue rating of
"b+" on the $175 million ($126 million outstanding) 7.15% surplus
notes due 2034. Concurrently, A.M. Best has placed under review
with developing implications the financial strength rating of B
(Fair) and the ICRs of "bb+" of Phoenix's insurance subsidiaries:
Phoenix Life Insurance Company, PHL Variable Insurance Company,
Phoenix Life and Annuity Company and American Phoenix Life and
Reassurance Company. All companies are headquartered in Hartford,
CT.
The actions follow the recent public announcement by Phoenix that
it is has entered into a definitive agreement to be acquired by
Nassau Reinsurance Group Holdings L.P. (Nassau) (New York, NY) for
$37.50 per share in cash, or an aggregate equity purchase price of
$217.2 million. After completion of the transaction, Nassau is
expected to contribute capital of $100 million into Phoenix. The
transaction is expected to close in early 2016.
The ratings will remain under review pending the completion of the
transaction, which is expected in the first quarter 2016, and A.M.
Best's discussions with management with regards to the business
plan under the new ownership.
PHOENIX COS: S&P Affirms 'B-' LongTerm Counterparty Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B-' long-term counterparty credit rating on the Phoenix Cos. Inc.
(Phoenix) and 'B+' long-term counterparty credit and financial
strength ratings on Phoenix's operating subsidiaries--Phoenix Life
Insurance Co. (PLIC) and PHL Variable Insurance Co. (PHLVIC). At
the same time, S&P revised the outlook to positive from stable.
"The outlook revision on Phoenix and its operating subsidiaries
reflects our view that the company will benefit from the
prospective acquisition by Nassau Reinsurance Group," said Standard
& Poor's credit analyst Anthony Beato. "We believe the prospective
benefits will help to improve Phoenix's financial risk profile
through a $100 million equity contribution to Phoenix's
nonoperating holding company at the close of the transaction. We
also believe the prospective acquisition by Nassau Re will help
stabilize Phoenix and boost its long-term competitive position by
improving its risk profile and product offering."
The positive outlook reflects S&P's expectation that the proposed
transaction will allow Phoenix to improve its financial risk
profile and competitive position in the middle-income fixed-indexed
annuity market segment.
"We could revise the outlook to stable, or lower the ratings, if,
contrary to our expectations, Phoenix is not able to execute on the
appropriate regulatory and bondholder approvals on the prospective
acquisition; if, post transaction, Phoenix's operating performance
deteriorates significantly for a prolonged period of time; or if
capitalization erodes further due to statutory losses or investment
portfolio reallocations into the speculative grade and alternative
investment categories, hampering the view of its risk-based
capital," Mr. Beato continued. "If the company adopts
more-aggressive financial policies, resulting in lower overall
capitalization with financial leverage above 75% and continued
negative EBITDA fixed-charge coverage for a prolonged period, we
could also revise the outlook."
S&P would also consider revising the outlook if Phoenix does not
show continued progress in remediating material weaknesses publicly
disclosed through the group's financial filings. S&P could also
consider a downgrade if Phoenix were to experience another
prolonged financial restatement or significant event that affects
its business risk profile.
"We could raise the rating on Phoenix if, after the deal closes,
the company reports continued improvements in its overall
capitalization as measured by our RBC model and the group's RBC
ratios through organic top-line growth--GAAP and statutory--via
additional sales growth and distribution relationships that point
to an improved competitive position," Mr. Beato added. "We would
also expect Phoenix to maintain capitalization above our 'BBB'
level on an individual and consolidated basis, with future plans to
lower leverage. This would result in consolidated statutory pretax
operating income of $50 million-$75 million in 2015 with
stabilization in profitability through 2016 along with retaining
its very profitable regulatory closed block of business."
PHOTOMEDEX INC: Fails to Comply with NASDAQ Listing Standard
------------------------------------------------------------
PhotoMedex, Inc., received written notification from The NASDAQ
Stock Market LLC that the closing bid price of its common stock had
been below the minimum $1.00 per share for the previous 30
consecutive business days, and that the Company is therefore not in
compliance with the requirements for continued listing on the
NASDAQ Global Select Market under NASDAQ Marketplace Rule
5450(a)(1). The Notice provides the Company with an initial period
of 180 calendar days, or until March 28, 2016, to regain compliance
with the listing rules. The Company will regain compliance if the
closing bid price of its common stock is $1.00 per share or higher
for a minimum period of ten consecutive business days during this
compliance period, as confirmed by written notification from
NASDAQ.
If the Company does not achieve compliance by March 28, 2016, the
Company expects that NASDAQ would provide notice that its
securities are subject to delisting from the NASDAQ Global Select
Market.
The Company said it will continue to monitor the closing bid price
for its common stock and to assess its options for maintaining the
listing of its common stock on the Nasdaq Global Select Market in
light of this Notice. The Company will consider all available
options to regain compliance with the minimum bid requirements,
including an application to NASDAQ for an extension of the
compliance period or an appeal to a Hearings Panel should its
closing bid price not have regained compliance during the
compliance period.
About PhotoMedex
PhotoMedex, Inc., is a global health products and services company
providing integrated disease management and aesthetic solutions to
dermatologists, professional aestheticians, ophthalmologists,
optometrists, consumers and patients. The Company provides
proprietary products and services that address skin conditions
including psoriasis, vitiligo, acne, actinic keratosis, photo
damage and unwanted hair, as well as fixed-site laser vision
correction services at our LasikPlus(R) vision centers.
PhotoMedex and its subsidiaries has entered into a second
amended and restated forbearance agreement with the lenders that
are parties to the credit agreement dated May 12, 2014, and with JP
Morgan Chase, as administrative agent for the Lenders pursuant to
which the Lender have agreed to forbear from exercising their
rights and remedies with respect to certain events of default from
Aug. 25, 2014, until April 1, 2016, or earlier if an event of
default occurs, according to a document filed with the Securities
and Exchange Commission in March 2015.
As of June 30, 2015, the Company had $67.7 million in total assets,
$23.9 million in total liabilities and $43.8 million in total
stockholders' equity.
Bankruptcy Warning
"If, in the future, PhotoMedex is required to obtain similar
forbearance agreements as a result of our inability to meet the
terms of the credit agreement, there can be no assurance that those
forbearance agreements will be available on commercially reasonable
terms or at all. If, as or when required, we are unable to repay,
refinance or restructure our indebtedness under those credit
facilities, or amend the covenants contained therein, the lenders
could elect to terminate their commitments under the credit
facilities and institute foreclosure proceedings against our
assets. Under such circumstances, we could be forced into
bankruptcy or liquidation. In addition, any additional events of
default or declaration of acceleration under one of those
facilities or the forbearance agreement could also result in an
event of default under one or more of these agreements. Such a
declaration would have a material adverse impact on our liquidity,
financial position and results of operations," the Company stated
in its 2014 annual report.
PORTER BANCORP: Completes Debt for Equity Exchange
--------------------------------------------------
Porter Bancorp, Inc., parent company of PBI Bank, Inc., announced
that on Sept. 30, 2015, it completed a common equity for debt
exchange with holders of $4,000,000 of the capital securities of
Porter Statutory Trust IV, a trust subsidiary of Porter, with
accrued and unpaid interest thereon of approximately $330,000. In
exchange for the $4.3 million debt and interest liability, the
Company issued 800,000 common shares and 400,000 non-voting common
shares, for a total of 1,200,000 shares.
The value received by Porter in this transaction was $3.61 per
share issued ($4,330,000 / 1,200,000 shares). The closing price of
Porter's common stock was $1.40 per share on Sept. 30, 2015. The
ten day trailing average closing price per share was $1.47 and the
twenty day trailing average closing price per share was $1.48. The
transaction is expected to save the Company approximately $80,000
of interest expense over the next 12 months. Following this
transaction, Porter had 20,091,205 common shares and 6,858,000
non-voting common shares issued and outstanding at the close of
business on Sept. 30, 2015. The transaction represents 16 cents
per share of tangible book value per share at Sept. 30, 2015
($4,330,000 / 26,949,205 total shares issued and outstanding).
In the transaction, a wholly owned subsidiary of Porter acquired a
portion of the Trust Securities directly from a third party in
exchange for 400,000 common shares. W. Glenn Hogan also purchased
a portion of the Trust Securities from the Holder, and transferred
his purchased Trust Securities to the Porter subsidiary in exchange
for 400,000 common shares. In addition, Patriot Financial Partners
L.P. and its affiliate Patriot Financial Partners Parallel L.P.
purchased the remaining Trust Securities from the Holder, and
transferred their purchased Trust Securities to the Porter
subsidiary in exchange for a total of 400,000 non-voting common
shares. Mr. Hogan and the general partner of the Patriot Funds, W.
Kirk Wycoff, are each directors of Porter.
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.
QUIKSILVER INC: Former Exec Fights Request to Nix Severance Deals
-----------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that the former
chief marketing officer for Quiksilver Inc. filed an objection on
Sept. 30, 2015, in Delaware bankruptcy court indicating that the
sportswear retailer is attempting to reject severance agreements it
has with executives who have left the company.
Nicholas Drake, who left Quiksilver in 2014, said in the objection
that the company is seeking authority from the bankruptcy court to
reject separation agreements it has with all similarly situated
employees. The objection says Quiksilver has failed to make its
case.
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: Former Managers Seek Class Certification
---------------------------------------------------------
Michael Sisson and Jamie Wills on behalf of themselves and all
other similarly situated persons, filed with the U.S. Bankruptcy
Court for the District of Delaware on Sept. 22, 2015, an amended
motion for certification of a class consisting of all former
non-exempt store managers of Radio Shack retail stores in with an
annual sales volume of less than $750,000 at any time after May 5,
2011 in certain states.
Prior to the filing of this bankruptcy case, movants Michael Sisson
and Jamie Wills, as lead Plaintiffs, filed complaints on behalf of
themselves and all persons similarly situated against Radio Shack
Corporation in the U.S. District Court for the Northern District of
Ohio and the Southern District of New York, respectively.
The District Court Complaints alleged that Radio Shack unlawfully
used the "fluctuating work week" method of calculating overtime
pay, and therefore illegally denied them and other similarly
situated store managers statutorily required overtime pay. Both
cases involved issues of first impression in their respective
circuits.
Sisson and Wills each filed a Class Proof of Claim on July 10,
2015. The Debtors so far have not filed any objection to either
class proof of claim.
Thomas W. Coffey, Esq., at Tucker Ellis LLP, relates that
certification of a class in the case represents a superior means of
resolving the claims of class members, as required by Rule
23(b)(3). Mr. Coffey asserts the alternative to class action
certification is likely to foreclose any action at all for the
majority of class members, because the bar dates established in the
case are likely to prevent the filing of proofs of claim on a
timely basis by the majority of class members if the class is not
certified.
Michael Sisson and Jamie Wills are represented by:
Thomas W. Coffey, Esq.
TUCKER ELLIS LLP
950 Main Avenue, Suite 1100
Cleveland, Ohio 44113
Tel: (216) 696-4244
- and -
Amy D. Brown, Esq.
Margolis Edelstein, Esq.
300 Delaware Avenue, Suite 800
Wilmington, DE 19801
Tel: (302) 888-1112
About RadioShack Corporation
Headquartered in Fort Worth, Texas, RadioShack is a retailer of
mobile technology products and services, as well as products
related to personal and home technology and power supply needs.
RadioShack's retail network includes more than 4,300
company-operated stores in the United States, 270 company-operated
stores in Mexico, and approximately 1,000 dealer and other outlets
worldwide.
RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015, disclosing
total assets of $1.2 billion, versus total debt of $1.3 billion.
David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and
John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as
co-counsel. Carlin Adrianopoli at FTI Consulting, Inc., is the
Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors'
turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker. A&G Realty Partners is the Debtors' real
estate advisor. Prime Clerk is the Debtors' claims and noticing
agent.
The Official Committee of Unsecured Creditors tapped Quinn Emanuel
Urquhart & Sullivan, LLP and Cooley LLP as co-counsel, and Houlihan
Lokey Capital, Inc., as financial advisor and investment banker.
* * *
After an auction in March 2015, the Debtors sold most of the assets
to General Wireless, Inc., an entity formed by Standard General,
L.P., for $150 million. The Debtors also sold Mexican assets to
Office Depot de México, S.A. de C.V., for $31.8 million plus the
assumption of debt. Regal Forest Holding Co. Ltd. bought the
Debtors' intellectual property assets in Latin America for a
purchase price of $5,000,000.
In June 2015, the Debtors changed their name to RS Legacy
Corporation, et al., following the sale of the Company's brand name
and customer data to General Wireless.
The bankruptcy judge on Sept. 30, 2015, agreed to confirm the
RadioShack Corp. estate's liquidating plan. The centerpiece of the
Plan is the resolution of various disputes among the Debtors, the
Creditors' Committee and the SCP Secured Parties.
RADIOSHACK CORP: Proposes TSA, Indemnification Settlements
----------------------------------------------------------
RS Legacy Corporation, et al., move the U.S. Bankruptcy Court for
the District of Delaware for the entry of an order:
(i) authorizing the Debtors' entry into and approving (a) a
settlement (the "TSA Settlement") among the Debtors, General
Wireless Operations Inc. and General Wireless Inc. ("GW Inc.") and
(b) a settlement (the "Indemnification Settlement") among the
Debtors, the Official Committee of Unsecured Creditors, Standard
General L.P. and certain related entities, Wells Fargo Bank, N.A.,
Salus Capital Partners, LLC, as agent (in such capacity, the "SCP
Agent"), and each of the several financial institutions from time
to time party to the SCP Credit Agreement and
(ii) authorizing certain modifications to the Plan.
The Plan and Combined Hearing
On June 12, 2015, the Debtors filed a plan of liquidation, which
was subsequently amended, and on June 18, 2015, the Debtors filed
their disclosure statement, which was subsequently amended. In
accordance with orders of the Court, the Debtors commenced
solicitation of the Plan on Aug. 11, 2015. Certain parties,
including Standard General and Wells Fargo, objected to
confirmation of the Plan. All objections to the Debtors' Plan,
other than those asserted by Wells Fargo and Standard General (the
"Indemnification Objections") and by Zurich American Insurance
Company, were resolved by agreement or overruled by the Court at
the combined hearing on confirmation of the Plan and approval of
the Disclosure Statement held on Sept. 16, 2015 and Sept. 17,
2015.
Standard General and Wells Fargo both asserted, among other things,
that the Debtors must establish reserves in respect of purported
contingent expense reimbursement and indemnification claims,
including expenses arising out of or related to the litigation
initiated by the Creditors' Committee in Fort Worth, Texas (the
"Texas Litigation") asserted by Standard General and Wells Fargo in
order for the Plan to be confirmable. The Debtors and the
Creditors' Committee dispute the contentions in the Indemnification
Objections. At the conclusion of the Combined Hearing, the Court
directed the parties to submit additional briefing with respect to
the contested issues. Subsequent to the Combined Hearing, the
Parties reached an agreement in principle on the terms of the
Indemnification Settlement and the TSA Settlement and, as a result,
the Indemnification Objections are, subject to Court approval of
the Settlements, resolved.
TSA and GW Asset Sales
In connection with the going concern sale of certain of the
Debtors' assets to GW Inc., the Debtors entered into a Transition
Services Agreement (as amended, the "TSA") with GW Operations,
which provides for the orderly transition of services from the
Debtors to GW Operations. Those services include (a) the use of
certain of the Debtors' employees, (b) access to certain contracts,
(c) access to certain properties and physical assets, (d) certain
distribution services and (e) certain other services, including
access to and administration of business licenses, merchant
identifications for credit card processing, and regulatory matters
(collectively, the "Transition Services"). Under the TSA, GW
Operations may require the Debtors to provide most Transition
Services through the end of September 2015, and may require the
Debtors to provide Transition Services related to the sourcing
business and other matters subject to the GW IP Sale through Dec.
19, 2015. The Court entered an order approving the GW Going
Concern Sale and the Debtors' entry into the TSA on April 1, 2015.
The Debtors subsequently sold U.S. trademarks, sourcing operations
and certain customer data (as limited by a settlement with certain
states' attorneys general) to GW Operations (the "GW IP Sale"). On
June 4, 2015, the Bankruptcy Court entered an order approving the
GW IP Sale.
Negotiations Regarding Issues
The Debtors and Standard General have been working together for a
number of months to implement the terms of the TSA. During the
course of the transition, certain issues and disputes have arisen
in respect of both the TSA and the GW Asset Sales. In an effort to
resolve those disputes consensually and address open issues
relating to the transition, the TSA Parties have engaged in
extensive, arm's-length and good faith negotiations.
In addition, while the TSA Parties were negotiating a settlement of
the issues related to the TSA and the GW Asset Sales, the
Indemnification Settlement Parties engaged in parallel, good faith
and arm's-length negotiations in an effort to resolve the
Indemnification Objections.
Ultimately, these negotiations have resulted in an agreement in
principle to enter into the TSA Settlement and the Indemnification
Settlement. The Settlements, while separate, address disputes
among overlapping parties and, if approved, will enable the Debtors
to move forward with confirmation of the Plan without further
litigation.
TSA Settlement
The principal terms of the proposed TSA Settlement are as follows:
* IT Assets; IT Contracts: The Debtors will transfer ownership
of all telecommunications equipment and IT equipment located in the
data center and all telephonic gear, to the extent not already
transferred to GW Inc. or GW Operations, owned by the Debtors and
located at the Debtors' headquarters to GW free and clear of all
liens and encumbrances at no cost (collectively, the "IT Assets").
If the IT Assets are ultimately sold by GW, GW and the Debtors will
split the net proceeds of such sale 50/50. The services provided
by the Debtors to GW under the TSA relating solely to certain
contracts will be extended to mid-2016.
* Sale/Leaseback of FF&E: The Debtors will sell the chairs and
furniture (the "FF&E") located at the Headquarters to a third-party
buyer (the "Buyer"). The Debtors and GW will split 50/50 the net
proceeds of the sale of any remaining chairs, furniture and
equipment located at the Headquarters if GW assists with such sale
when GW moves out of the Headquarters.
* Facilities: GW will provide the Debtors with (i) space at the
Headquarters for the Debtors' employees and independent contractors
comparable to the space currently occupied by the Debtors'
employees and independent contractors at the Headquarters and (ii)
access to the computer equipment, in each case at no cost to the
Debtors for 18 months (or, if earlier, until the Headquarters lease
is terminated).
* Personnel: GW employees and independent contractors will
continue to provide all reasonable services required to be provided
by GW under the TSA to the Debtors through Sept. 30, 2015 at no
cost to the Debtors. After Sept. 30, 2015, GW will provide the
Debtors with reasonable access to GW employees and independent
contractors and will ensure that such employees and independent
contractors respond to questions and provide data as requested by
the Debtors. The Debtors will pay reasonable agreed hourly rates
for such services.
* Records: GW will retain all electronic and physical records
currently existing at the Headquarters and in the data center and
will continue to provide the Debtors and their agents or the
Liquidating Trust with access to all data transferred to GW until
the earlier of 36 months or such time as the Debtors or the
Liquidating Trust inform GW that they have completed the transition
of the data they need to an alternative environment/platform
selected by the Debtors or the Liquidating Trust.
* Reserves: GW will not assert any reserves against the Debtors
with respect to claims arising under the Amended and Restated Asset
Purchase Agreement, dated March 31, 2015, between GW and the
Debtors (the "First APA") and the Purchase Agreement, dated May 15,
2015, between GW and the Debtors (the "Second APA) or the TSA in
connection with confirmation of the Plan, other than with respect
to GW's entitlement to any amounts held in any segregated account
created pursuant to Paragraph 48 of the Sale Order.
* Funding: All disbursements in connection with the TSA that
have been or will be paid post Sept. 4, 2015, will be borne solely
by GW, except for (i) certain payments for the use of GW personnel,
which will be borne solely by the Debtors and (ii) costs and
expenses related to Logicsource and certain vendor claims. To the
extent the following items (relating to costs and expenses for TSA
services) are determined by the Bankruptcy Court to be allowed
administrative claims, the costs and expenses associated with such
items will be shared by the Debtors and GW as follows:
-- Logicsource: All costs and expenses split 50/50 between the
Debtors and GW. The Debtors will discuss any proposed settlement
that would result in a payment by the Debtors or GW with GW before
entering into such a settlement, and any such settlement shall be
reasonably acceptable to GW.
-- To the extent that the costs and expenses pertaining to
certain vendors, to be attached to the final version of the TSA
Term Sheet, are ultimately paid, such expenses shall be shared
between the Debtors and GW according to the applicable sharing
percentages set forth in TSA (such payments to be determined in
accordance with the month in which such costs and expenses were
incurred).
The Debtors will pay all royalty payments with respect to
Makers Media inventory that was (i) sold by the Debtors to GW and
(ii) subsequently sold by GW to consumers after June 19, 2015. GW
will pay the Debtors $500,000 (the "Release Payment"). The Release
Payment will represent a final settlement of all amounts owed by GW
to the Debtors under the TSA and the APAs, other than (i) certain
amounts owed in connection with the TSA Term Sheet and (ii) drawn
and undrawn cash collateralized letters of credit that the Debtors
continue to pursue and monetize in accordance with Section 7.12 of
the First APA.
The Debtors will promptly pay to GW any unpaid proceeds
received by the Debtors in respect of (i) wholesale sales of GW
inventory and (ii) vendor refunds or vendor credits to which GW
would be entitled under the APAs.
The Debtors will return to GW any remaining amounts of cash held in
the TSA account maintained by the Debtors.
Indemnification Settlement
The principal terms of the proposed Indemnification Settlement are
as follows:
* Resolution of Plan Objections: The Indemnification Objections
are resolved and neither Standard General nor Wells Fargo will
object to the Plan on any basis.
* Payments and Transfers: Following the effective date of the
Indemnification Settlement:
-- Standard General will transfer all 2019 Notes it holds to
the Liquidating Trust or the Indenture Trustee, as determined by
the Committee; and
-- The Liquidating Trust will receive certain additional cash
consideration.
* Assignments: Standard General will assign to the Liquidating
Trust its interest in the Reserves (as defined in the GW Going
Concern Sale Order).
* No Obligation to Reimburse Gift Card Payments: Standard
General will waive its rights of reimbursement for the redemption
of any gift cards at stores owned and/or operated by Standard
General or through the RadioShack website operated by such entity,
including any gift cards in categories that will be treated as
priority claims. Other aspects of the term sheet among the Debtors,
the Creditors' Committee and GW Operations related to gift cards
will remain unchanged.
* Plan Modifications: The Plan will be modified as necessary to
implement the Settlements, including as necessary to include
Standard General in the "Dispute" and the "Dispute Resolution"
described in the Plan.
* Releases: The Debtors and the Creditors' Committee will waive,
with certain limited exceptions, all claims against Standard
General and Wells Fargo related to the Debtors, the Bankruptcy
Case, the Pre-Petition ABL Credit Agreement (including loans made
to any Debtor thereunder), the DIP Credit Agreement (including
loans made to any Debtor thereunder) or the Texas Litigation.
Standard General and Wells Fargo, with certain limited exceptions,
will waive all claims against the Debtors and their estates related
to the Debtors, the Bankruptcy Case, the Pre-Petition ABL Credit
Agreement (including loans made to any Debtor thereunder), the DIP
Credit Agreement (including loans made to any Debtor thereunder) or
the Texas Litigation.
* No Release for Certain Indemnification Claims: Standard
General's rights to assert indemnification claims against certain
parties other than the Debtors or their estates will be preserved.
* Dismissal of Estate Claims With Prejudice: The Creditors'
Committee or the Liquidating Trustee, as applicable, will dismiss
with prejudice the claims against Standard General and Wells Fargo
asserted in the Texas Litigation.
* SCP Secured Parties' Claims: The Indemnification Settlement
Parties are currently discussing under what circumstances, if any,
the SCP Secured Parties may seek to amend the Amended Adversary
Complaint filed on May 22, 2015 in the SCP Adversary Proceeding and
whether or not they may assert any new causes of action against
Standard General in the SCP Adversary Proceeding.
* Bar Order: The Indemnification Settlement shall be subject to
the entry of a bar order that (i) bars and enjoins non-settling
parties in the Texas Litigation or other litigation commenced by or
on behalf of the Debtors' estates from asserting claims for
indemnification or contribution against Standard General or Wells
Fargo arising out of their exposure in such action(s) and (ii)
provides any such nonsettling party with a proportionate fault
judgment reduction to the extent the non-settling party has a valid
contribution or noncontractual indemnity claim.
David M. Fournier, Esq., at Pepper Hamilton LLP, tells the Court
that the Settlements were the result of arm's-length bargaining by
the Parties with the assistance of their advisors and not the
result of fraud or collusion. In addition, the ultimate outcome of
the disputes underlying the Settlements is uncertain and would
likely be time-consuming and costly to resolve through litigation.
Mr. Fournier adds that with respect to the Indemnification
Settlement, the resolution of the Indemnification Objections will
facilitate confirmation of the Plan. Although the Debtors and the
Creditors' Committee dispute the entitlement of Standard General
and Wells Fargo to reserves, they believe that the outcome of
litigation of that dispute is uncertain. Further, according to Mr.
Fournier, even if the Debtors and the Creditors' Committee
ultimately prevailed, appeals could be filed and, as a result,
costly and time-consuming litigation could continue and
confirmation of the Plan could be delayed.
About RadioShack Corporation
Headquartered in Fort Worth, Texas, RadioShack is a retailer of
mobile technology products and services, as well as products
related to personal and home technology and power supply needs.
RadioShack's retail network includes more than 4,300
company-operated stores in the United States, 270 company-operated
stores in Mexico, and approximately 1,000 dealer and other outlets
worldwide.
RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015, disclosing
total assets of $1.2 billion, versus total debt of $1.3 billion.
David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors'
turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker. A&G Realty Partners is the Debtors' real estate
advisor. Prime Clerk is the Debtors' claims and noticing agent.
The Official Committee of Unsecured Creditors tapped Quinn Emanuel
Urquhart & Sullivan, LLP and Cooley LLP as co-counsel, and Houlihan
Lokey Capital, Inc., as financial advisor and investment banker.
* * *
After an auction in March 2015, the Debtors sold most of the assets
to General Wireless, Inc., an entity formed by Standard General,
L.P., for $150 million. The Debtors also sold Mexican assets to
Office Depot de México, S.A. de C.V., for $31.8 million plus the
assumption of debt. Regal Forest Holding Co. Ltd. bought the
Debtors' intellectual property assets in Latin America for a
purchase price of $5,000,000.
In June 2015, the Debtors changed their name to RS Legacy
Corporation, et al., following the sale of the Company's brand name
and customer data to General Wireless.
The bankruptcy judge on Sept. 30, 2015, agreed to confirm the
RadioShack Corp. estate's liquidating plan. The centerpiece of the
Plan is the resolution of various disputes among the Debtors, the
Creditors' Committee and the SCP Secured Parties.
RELATIVITY MEDIA: Anchorage, Falcon et al. Win Bidding for TV Biz
-----------------------------------------------------------------
An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct.
4 disclosed that it has been declared the winning bidder for the
Relativity Television business from the Chapter 11 estate of
Relativity Media LLC via the bankruptcy auction process.
The Investor Group said: "We are very pleased about the outcome of
the auction and excited about beginning the process of further
strengthening Relativity Television. As one of the largest
suppliers of high quality television programming in the United
States, we believe there are attractive opportunities to drive
innovation, creativity and growth to enable the business to realize
its full potential. Upon completion of the sale, Relativity
Television will be well-capitalized with a strong and creative
senior leadership team, incredible human resources and valuable
partner relationships, and we are confident that the business will
be extremely well-positioned to achieve sustainable, long term
success."
The sale of the Relativity Television business to the Investor
Group is expected to be presented to the bankruptcy court at a
hearing on Oct. 5. Assuming the court approves the transactions,
Relativity Television is expected to emerge from Chapter 11 as a
separate company on or around October 20, 2015.
About Anchorage Capital Group
Anchorage Capital Group, L.L.C. is a New York-based registered
investment adviser founded in 2003. The firm manages private
investment funds across the credit, special situations and illiquid
investment markets of North America and Europe using an active long
and short basis, with particular focus on defaulted and leveraged
issuers.
About Falcon Investment Advisors
With offices in Boston and New York, Falcon provides innovative
capital solutions in amounts of $10 million to $75 million to
middle market companies. Since its founding in 2000, Falcon has
invested in over 65 companies in a broad range of industries to
support acquisitions, recapitalizations, buyouts and organic
growth.
About Luxor Capital
Luxor Capital Group, LP is a registered investment advisory firm
located in New York and founded in 2002. Luxor acts as the
investment manager to a number of private investment funds and as
of August 1, 2015 had approximately $5.8 billion in assets under
management.
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.
On August 7, 2015, the U.S. Trustee for Region 2 appointed seven
creditors to serve on the Debtors' official committee of unsecured
creditors. The creditors are Allied Advertising Limited
Partnership, Carat USA Inc., Cinedigm Corp., Comen VFX LLC, Create
Advertising Group LLC, NBC Universal, and Technicolor Inc.
RELATIVITY MEDIA: CEO, Group to Acquire All Assets, Except TV Biz
-----------------------------------------------------------------
Relativity Media LLC on Oct. 4 disclosed that a consortium of
investors led by CEO and Chairman Ryan Kavanaugh (referred to as
"TJ Group") have reached an agreement to acquire all of
Relativity's assets except the Relativity Television business. The
consortium will shortly file a plan of reorganization.
The transaction will create a path for Relativity to emerge from
bankruptcy with a significantly fortified balance sheet and
virtually no debt which positions the company for long-term growth.
Mr. Kavanaugh will remain Chairman and CEO.
"My passion for Relativity is the same today as it was on the day I
founded it," commented Mr. Kavanaugh. "I want to thank our
employees for their continued focus and dedication throughout the
Chapter 11 process. I look forward to working with my partners and
with Relativity's executive team to build and take the company to
the next level, continuing its 360 degree content engine approach
at a time when content has never before been more valuable."
Relativity expects to quickly move forward with previously
announced content projects and other business opportunities, and
will in due course announce official release dates for movies
including Masterminds, The Disappointments Room, Before I Wake, The
Crow and Kidnap which were postponed for release during the
bankruptcy process.
As part of the transaction, Relativity has agreed to sell the
television division, led by Tom Forman of Relativity, for $125
million.
The Bankruptcy Court hearing is scheduled for October 5, 2015, and
the closing date of the transaction is scheduled for October 20,
2015. All entities will operate business as usual until the
closing of the transactions.
Relativity will emerge post-Chapter 11 with only $30 million in
debt, a significant library and its business units fully intact.
The divisions include: Relativity Studios, Relativity Digital
Studios, Madvine, Relativity Music, and the company's stake in
Relativity EuropaCorp Distribution, Relativity Sports, and
Relativity Education. All of Relativity's divisions will partner
to create compelling original content and work closely with brands
to navigate the ever-changing advertising landscape in both
traditional and digital mediums.
Mr. Van C. Durrer II of Skadden, Arps, Slate, Meagher & Flom LLP,
Kavanaugh's personal counsel, was an integral part in the
negotiations and closing the transaction. Jones Day and The
Blackstone Group represented and advised the company in the sale
process.
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.
On August 7, 2015, the U.S. Trustee for Region 2 appointed seven
creditors to serve on the Debtors' official committee of unsecured
creditors. The creditors are Allied Advertising Limited
Partnership, Carat USA Inc., Cinedigm Corp., Comen VFX LLC, Create
Advertising Group LLC, NBC Universal, and Technicolor Inc.
RESPONSE GENETICS: Cancer Genetics Gets Court OK to Buy Assets
--------------------------------------------------------------
Cancer Genetics, Inc. on Oct. 2 disclosed that it received approval
from the United States bankruptcy court in Delaware to purchase
substantially all of the assets of Los Angeles-based Response
Genetics, Inc. In connection with the transaction, CGI also agreed
to assume certain of RGI's liabilities. The sale is subject to
certain customary closing conditions and is anticipated to close by
October 9, 2015.
The acquisition, if consummated, is expected to contribute an
additional $10 to $12 million to CGI in revenue over the next 12
months and to expand CGI's solid tumor molecular diagnostics
offering to include lung cancer, colorectal cancer and melanoma
tests that help determine a patient's response to cancer therapy.
Once integrated, the combined entity will have expertise in solid
and hematological cancers, a national geographic footprint, and the
ability to provide services to large-scale clients including
biotechnology/pharmaceutical companies and clinicians.
The lease for RGI's 27,000 sq. ft. CLIA-certified and
CAP-accredited laboratory, located in Los Angeles, California is
being assumed by CGI in the transaction. Cancer Genetics plans to
develop RGI's Los Angeles facility into a center of excellence in
solid tumors, with a particular emphasis on lung cancer once the
purchase is finalized.
In 2014, RGI was awarded the multi-year ALCHEMIST Trial contract,
by the National Cancer Institute, focused on biomarker-based
treatment for lung cancer. Cancer Genetics, as part of the
transaction, will be taking over the ALCHEMIST Trial contract.
As previously announced, the purchase price is approximately $14
million, which will include $7 million in cash and 788,584 shares
of CGI common stock.
About Cancer Genetics
Cancer Genetics Inc. is an emerging leader in DNA-based cancer
diagnostics. The Company's tests target difficult to diagnose
hematological, urogenital and HPV-associated cancers. It also
offers a comprehensive range of oncology-focused tests and
laboratory services that provide critical genomic information to
healthcare professionals and biopharmaceutical companies.
About Response Genetics
Los Angeles, California-based Response Genetics, Inc. (otcqb:RGDX)
-- http://www.responsegenetics.com-- is a CLIA-certified clinical
laboratory focused on the development and sale of molecular
diagnostic testing services for cancer. The Company's technologies
enable extraction and analysis of genetic information derived from
tumor cells stored as formalin-fixed and paraffin-embedded
specimens. The Company's principal customers include oncologists
and pathologists. In addition to diagnostic testing services, the
Company generates revenue from the sale of its proprietary
analytical pharmacogenomic testing services of clinical trial
specimens to the pharmaceutical industry.
Response Genetics, fdba Bio Type, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 15-11663) on Aug. 9, 2015,
represented by James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP. Canaccord Genuity, Inc., serves as its investment
banker; and Rust Consulting Omni Bankruptcy acts as its claims and
noticing agent.
The Company disclosed total assets of $10.7 million and total debts
of $15.7 million. The petition was signed by Thomas Bologna,
chairman and chief executive officer.
No request has been made for the appointment of a trustee or an
examiner in the cases, and no official committee has yet been
appointed by the Office of the U.S. Trustee.
* * *
Response Genetics executed a "stalking horse" agreement to sell all
of its business assets to Cancer Genetics, Inc. for $14,000,000,
comprised of a 50/50 split in value of cash and the common stock of
CGI.
CGI is represented by Kramer Levin Naftalis & Frankel LLP's James
A. Grayer, Esq.
ROSETTA GENOMICS: To File June 30 Form 10-Q by Oct. 28
------------------------------------------------------
Rosetta Genomics Ltd. previously announced that there would be a
delay in filing its financial statements for the six months ended
June 30, 2015. The Company expects to file these financial
statements on or before Oct. 28, 2015.
About Rosetta
Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs. MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies. The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.
Rosetta Genomics reported a loss from continuing operations of
$14.5 million on $1.32 million for the year ended Dec. 31, 2014, a
loss from continuing operations of $13.2 million in 2013 and a loss
from continuing operations of $10.69 million in 2012.
As of Dec. 31, 2014, the Company had $17.3 million in total assets,
$2.21 million in total liabilities and $15.06 million in total
shareholders' equity.
Bankruptcy Warning
"We will likely require substantial additional funding and expect
to augment our cash balance through financing transactions,
including the issuance of debt or equity securities and further
strategic collaborations. On December 7, 2012, we filed a shelf
registration statement on Form F-3 with the SEC for the issuance of
ordinary shares, various series of debt securities and/or warrants
to purchase any of such securities, either individually or in
units, with a total value of up to $75 million, from time to time
at prices and on terms to be determined at the time of such
offerings. The filing was declared effective on December 19, 2012.
As of the time of the filing of this Annual Report on Form 20-F,
we had sold through the Cantor Sales Agreement an aggregate of
4,736,854 of our ordinary shares for gross proceeds of $19.9
million under this shelf registration statement, leaving an
aggregate of approximately $55.1 million of securities available
for sale under this Form F-3, subject to limitations imposed by the
SEC for companies with a public float of less than $75 million. If
we need additional funding, there can be no assurance that we will
be able to obtain adequate levels of additional funding on
favorable terms, if at all. If adequate funds are needed and not
available, we may be required to:
* delay, reduce the scope of or eliminate certain research and
development programs;
* obtain funds through arrangements with collaborators or
others on terms unfavorable to us or that may require us to
relinquish rights to certain technologies or products that we
might otherwise seek to develop or commercialize
independently;
* monetize certain of our assets;
* pursue merger or acquisition strategies; or
* seek protection under the bankruptcy laws of Israel and the
United States," the Company said in its annual report for the
year ended Dec. 31, 2014.
SEANERGY MARITIME: Dimitris Anagnostopoulos Elected to Board
------------------------------------------------------------
Seanergy Maritime Holdings Corp. held its 2015 annual meeting of
shareholders on Sept. 23, 2015. At the Meeting, the shareholders
elected Dimitris Anagnostopoulos as class C director to serve until
the 2018 Annual Meeting of Shareholders and approved the
appointment of Ernst & Young (Hellas) Certified Auditors -
Accountants S.A. to serve as the Company's independent auditors for
the fiscal year ending Dec. 31, 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.
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.
As of June 30, 2015, the Company had $19.57 million in total
assets, $10.15 million in total liabilities and $9.42 million in
stockholders' equity.
SEARS HOLDINGS: Edward Lampert Reports 54.1% Stake as of Oct. 1
---------------------------------------------------------------
As of Oct. 1, 2015, these reporting persons disclosed with the
Securities and Exchange Commission that they may be deemed to
beneficially own the following shares of Sears Holdings Corporation
common stock:
Number of Shares Percentage of
Beneficially Outstanding
Name Owned Shares
---- ---------------- -------------
ESL Partners, L.P. 63,668,167 56.9%
SPE I Partners, LP 150,124 0.1%
SPE Master I, LP 193,341 0.2%
RBS Partners, L.P. 64,011,632 57.2%
ESL Institutional Partners 12,573 0.0%
RBS Investment Management 12,573 0.0%
CRK Partners, LLC 902 0.0%
ESL Investments, Inc. 64,025,107 57.2%
Edward S. Lampert 64,025,107 54.1%
In grants of shares of Holdings Common Stock by Holdings on
Aug. 31, 2015, and Sept. 30, 2015, pursuant to the Letter between
Holdings and Mr. Lampert, Mr. Lampert acquired an additional 23,556
shares of Holdings Common Stock. Mr. Lampert received the shares
of Holdings Common Stock as consideration for serving as chief
executive officer and no cash consideration was paid by Mr. Lampert
in connection with the receipt of such shares of Holdings Common
Stock.
In grants of shares of Holdings Common Stock by Holdings on
Aug. 31, 2015, and Sept. 30, 2015, pursuant to the Seritage Awards,
Mr. Lampert acquired an additional 2,966 shares of Holdings Common
Stock. Mr. Lampert received the shares of Holdings Common Stock
pursuant to the Seritage Awards and no cash consideration was paid
by Mr. Lampert in connection with the receipt of those shares of
Holdings Common Stock.
In various open market purchases between Aug. 20, 2015, and
Sept. 30, 2015, Mr. Lampert acquired an aggregate of 1,301,779
shares of Holdings Common Stock for aggregate consideration of
approximately $31,077,462 (excluding commissions) using personal
funds.
A copy of the regulatory filing is available for free at:
http://is.gd/a56Yih
About Sears
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
For the year ended Jan. 31, 2015, the Company reported a net loss
attributable to Holdings' shareholders of $1.68 billion compared
to a net loss attributable to Holdings' shareholders of $1.36
billion for the year ended Feb. 1, 2014. As of May 2, 2015, Sears
Holdings had $13.3 billion in total assets, $14.5 billion in total
liabilities, and a $1.20 billion total deficit.
* * *
Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'. The rating
outlook is stable.
The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy. He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."
As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.
Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.
SECOND CHANCE: Govt Seeks Reconsideration in False Claims Act Suits
-------------------------------------------------------------------
Adam Sege at Bankruptcy Law360 reported that the U.S. government
asked a D.C. federal judge on Sept. 28, 2015, to reconsider his
ruling trimming two False Claims Act suits against a materials
supplier for a now-defunct bulletproof vest manufacturer, saying
the company's alleged concealment of durability issues threw each
government purchase of its material into question.
The government asked U.S. District Judge Richard W. Roberts to
rethink his Sept. 4 decision to toss claims that predated a catalog
distributed by now-defunct vest manufacturer Second Chance Body
Armor Inc. that made specific pledges about the durability.
About Second Chance Body Armor
Based in Central Lake, Michigan, Second Chance Body Armor, Inc.
-- http://www.secondchance.com/-- was a leading producer of
bullet-resistant products, including concealable body armor.
Second Chance sold the vests to various individuals and entities,
including many law-enforcement officers and agencies. Second
Chance filed a voluntary chapter 11 petition (Bankr. W.D. Mich.
Case No. 04-12515) on Oct. 17, 2004, after recalling more than
130,000 vests made wholly of Zylon(R), but it did not recall vests
made of Zylon blended with other protective fibers. When the
Debtor filed for protection from its creditors, it estimated
assets and liabilities of $10 million to $50 million.
Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP, represented
the Debtor. Daniel F. Gosch, Esq., at Dickinson Wright PLLC,
represented the Official Committee of Unsecured Creditors.
The case was converted to chapter 7 on Nov. 22, 2005, and James W.
Boyd was appointed as the Chapter 7 Trustee. Cody H. Knight,
Esq., in Kalamazoo, Michigan, represents the Chapter 7 Trustee.
Following conversion, the Debtor has been renamed SCBA Liquidation
Inc.
SEQUENOM INC: Former CEO to Get $846,000 Separation Pay
-------------------------------------------------------
Sequenom, Inc., entered into a separation agreement with William J.
Welch, pursuant to which Mr. Welch will receive severance benefits
from the Company. By its terms, the Separation Agreement is
effective as of Sept. 18, 2015.
Mr. Welch had resigned as the Company's president and chief
executive officer.
Pursuant to the Separation Agreement, in exchange for a general
release of all claims against the Company, Mr. Welch is entitled to
receive:
(i) a lump sum payment equal to $550,000, which equals 12
months of his base salary;
(ii) a lump sum payment equal to $275,301, which equals his
targeted level bonus for 2015, pro-rated to the date of
his resignation;
(iii) a lump sum payment equal to $20,614, which is intended to
cover the payment of COBRA benefits for a period of 12
months;
(iv) accelerated vesting of all outstanding stock options and
other equity awards as if Mr. Welch had completed service
with the Company for an additional 12 months; and
(v) an extension of the exercise period of his vested stock
options granted under the Company's 2006 Equity Incentive
Plan for a period of 12 months.
The benefits provided for in the Separation Agreement are
consistent with the benefits that Mr. Welch would have been
entitled to receive under his Employment Agreement, dated Jan. 29,
2014, had Mr. Welch been terminated without cause.
About Sequenom
Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.
"If we fail to generate enough cash flow from our operations or
otherwise obtain the capital necessary to fund our operations, our
financial results, financial condition and our ability to continue
as a going concern will be adversely affected and we will have to
cease or reduce further commercialization efforts or delay or
terminate some or all of our diagnostic testing services or other
product development programs," the Company said in its 2014 annual
report.
As of June 30, 2015, the Company had $136.6 million in total
assets, $157.6 million in total liabilities and a $21 million total
stockholders' deficit.
SEVEN COUNTIES: Court Enters Final Decree Closing Chapter 11 Case
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky
entered a final decree closing the Chapter 11 case of Seven
Counties Services Inc.
According to a docket entry, with the final decree, the trustee is
also discharged, and if applicable, bond is canceled.
As reported by The Troubled Company Reporter on Feb. 11, 2015, U.S.
Bankruptcy Judge Joan A. Lloyd has confirmed the Debtor's First
Amended Plan of Reorganization.
Kentucky Employees Retirement System and the Board of Trustees of
Kentucky Retirement Systems has filed an appeal to the order
confirming the Plan but the appeal was denied.
According to the Disclosure Statement, the Plan contemplates the
reorganization of existing debt and continuation of the Debtor's
normal business operations. The primary objectives of the Plan
are to: (a) maximize the value of the ultimate recoveries to all
creditor groups on a fair and equitable basis; and (b) settle,
compromise, or otherwise dispose of certain claims and interests
on terms that the Debtor believes to be fair and reasonable and in
the best interests of the Debtor's estate and its creditors.
Upon entry of the confirmation order, the Debtor will continue to
operate its business and manage its assets, which will generate
income projected to be sufficient for the Debtor to meet its
ongoing expenses and obligations contemplated under the Plan.
A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/SevenCounties_DS.pdf
About Seven Counties
Seven Counties Services Inc., a not-for-profit behavioral
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) on April 4, 2013.
The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.
The petition was signed by Anthony M. Zipple as president/CEO.
The Debtor scheduled assets of $45.6 million and scheduled
liabilities of $233 million.
Judge Joan A. Lloyd presides over the case. David M. Cantor,
Esq., Neil C. Bordy, Esq., Charity B. Neukomm, Esq., Tyler R.
Yeager, Esq., and James E. McGhee III, Esq., at SEILLER WATERMAN
LLC, serve as counsel to the Debtor. Bingham Greenebaum Doll LLP
and Wyatt, Tarrant & Combs LLP have been retained by the Debtor as
special counsel. Hall, Render, Killian, Heath & Lyman, PLLC, is
special counsel to represent and advise it in the implementation
of its new software system.
Peritus Public Relations, LLC, has been tapped to provide public
relations and public affairs support in Kentucky.
Fifth Third Bank, the cash collateral lender, is represented by
Brian H. Meldrum, Esq., at STITES & HARBISON PLLC; and Robert C.
Goodrich, Jr., Esq., at STITES & HARBISON PLLC.
SHERIDAN INVESTMENT I: Moody's Lowers CFR to 'B2', Outlook Neg
--------------------------------------------------------------
Moody's Investors Service downgraded each of Sheridan Investment
Partners I, LLC's (SIP I), Sheridan Production Partners I-A, L.P.'s
(Fund I-A) and Sheridan Production Partners I-M, L.P.'s (Fund I-M),
(collectively Sheridan) Corporate Family Ratings (CFR) to B2 from
B1 and Probability of Default Ratings (PDR) to B3-PD from B2-PD.
The senior secured term loans at SIP I, Fund I-A and Fund I-M were
also downgraded to B2 from B1. The rating outlook was changed to
negative from stable for each entity.
"Sheridan's downgrades are driven by its poor asset coverage, as
reflected in the borrowing base to loan value, and its weakened
liquidity," said Sreedhar Kona, Moody's Senior Analyst. "The
negative outlook reflects Moody's view that the weak commodity
price outlook could lead to a borrowing base deficiency and
exacerbate Sheridan's liquidity stress."
A list of rating actions is:
Downgrades:
Issuer: Sheridan Investment Partners I, LLC
Corporate Family Rating, Downgraded to B2 from B1
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Senior Secured Term Loan, Downgraded to B2 (LGD3) from B1 (LGD3)
Outlook, changed to Negative
Issuer: Sheridan Production Partners I-A, LP
Corporate Family Rating, Downgraded to B2 from B1
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Senior Secured Term Loan, Downgraded to B2 (LGD3) from B1 (LGD3)
Outlook, changed to Negative
Issuer: Sheridan Production Partners I-M, LP
Corporate Family Rating, Downgraded to B2 from B1
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Senior Secured Term Loan, Downgraded to B2 (LGD3) from B1 (LGD3)
Outlook, changed to Negative
RATINGS RATIONALE
The downgrade of Sheridan's CFR to B2 from B1 is driven by its weak
asset value to loan coverage (reflected in the borrowing base to
loan ratio). Currently, the difference between the sum total of
revolver borrowings and term loans outstandings is less than the
borrowing base by only $39 million. While the company continues to
generate good operating cash flow supported by a strong hedging
program, liquidity in the form of availability under the revolver
and balance sheet cash is likely to remain stressed through
mid-2016. Availability under the revolving credit facilities is
governed by a borrowing base that is re-determined semi-annually by
the lenders to reflect changes in reserves estimates and commodity
prices. While reduced meaningfully, Sheridan continues to have
some flexibility to allocate any excess cash flow generated to
either re-investment in its assets, investor distributions and debt
reduction. The lack of a commodity price recovery could further
reduce the borrowing base from the current level, pressuring the
company's ability to comply with the covenants beyond mid-2016.
The rating also reflects Sheridan's complex organizational
structure that was created to address business and tax
considerations of a diverse mix of individual, corporate, and
tax-exempt investors. Most credit metrics of Sheridan are in line
with its B2 rated peers, although the average daily production lags
due to the long life of its reserves. Sheridan was created to be
an investment vehicle with a mandate to buy mature producing fields
while minimizing commodity price risk with an aggressive hedging
program but asset base has limited potential to grow.
The senior secured debt of Sheridan is comprised of revolving
credit facilities and term loans made available to SIP, Fund I-A,
and Fund I-M. The term loans of all the funds are rated B2, in
line with their B2 CFRs. Term loan outstandings are subtracted
from the borrowing base to determine the revolving credit
availability. In May 2015, the borrowing base was set at $1,155
million and a further reduction in November 2015 could result in no
availability under the revolving credit facility. As all of
Sheridan's debt is pari passu and senior secured, Moody's expects a
65% recovery rate after an event of default, reflected in the B3-PD
PDR. The subordinated loan made by Fund I-B to Fund I-M is not
included as part of Moody's Loss Given Default analysis as it is
assumed to be satisfied through the transfer of a proportional
interest in Fund I-M's PP&E after a default.
On a combined basis, Sheridan has weak liquidity. As of June 30,
2015, the cash balance was $13 million. Moody's expects cash flow
from operations of about $150 million - $200 million through third
quarter of 2016, which is sufficient to fund $90 million - $120
million of projected capital expenditures, some of which are
discretionary in nature. The excess cash flow will be used to make
distributions to the investors and/or reduce debt as necessary.
The current availability under the borrowing base is $34 million
but with the potential for the borrowing base to be lowered in
November 2015 or May 2016, the company will have minimal external
sources of funding above and beyond the internally generated cash
flow. Sheridan I has not made any equity distributions since
October 2014 and would be prohibited from doing so at any time that
the total secured outstandings exceed the borrowing base. The
revolving credit facility commitments expire in May 2019 and have
three financial covenants: a minimum interest coverage ratio of
2.25x, a current ratio of 1.0x and a minimum asset coverage ratio
of 1.0x. While the minimum interest coverage ratio allows for some
business deterioration before it is triggered, the asset coverage
ratio is likely to have very minimal cushion at least through 2016,
depending on the company's willingness to use excess cash to reduce
debt balances. Under the terms of the credit agreements, Sheridan
can sell assets valued at up to 2% of the borrowing base amount
(about $23 million) before triggering a redetermination of the
borrowing base which provides a limited "back door" to additional
liquidity.
The negative outlook reflects the potential for the borrowing base
to be reduced by more than $50 million leading to increased stress
on the funds' ability to service debt. The outlook could be
changed to stable if the funds maintain availability under the
revolver and balance sheet cash totaling at least $100 million on a
sustained basis.
The ratings could be downgraded if the present value to loan ratio
(represented by the borrowing base to the total revolver borrowings
and term loan balance outstanding) drops and is sustained below
1x.
A ratings upgrade is unlikely given the challenging operating and
commodity price environment as well as the structure of the funds,
which requires a gradual liquidation of the asset base over time.
SIP I, Fund I-A, Fund I-B, and Fund I-M are a related group of
private investment companies created to acquire and exploit mature
producing oil and gas properties in the United States.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
SHERIDAN INVESTMENT II: Moody's Lowers CFR to B3, Outlook Negative
------------------------------------------------------------------
Moody's Investors Service downgraded each of Sheridan Investment
Partners II, L.P.'s (SIP II), Sheridan Production Partners II-A,
L.P.'s (Fund II-A) and Sheridan Production Partners II-M, L.P.'s
(Fund II-M), (collectively Sheridan-II) Corporate Family Ratings
(CFR) to B3 from B2 and Probability of Default Ratings (PDR) to
Caa1-PD from B3-PD. The senior secured term loans at SIP II, Fund
II-A and Fund II-M were also downgraded to B3 from B2. The
Speculative Grade Liquidity (SGL) rating was lowered to SGL-4 from
SGL-2 for each entity. The rating outlook was changed to negative
from stable for each entity.
"Sheridan II's downgrades are driven by the likely persistence of
the borrowing base deficiency beyond the Nov. 2015
redetermination," said Sreedhar Kona, Moody's Senior Analyst. "The
negative outlook reflects Moody's view that a prolonged low
commodity price environment will exacerbate the liquidity stress on
Sheridan II. Given its structure and mandate, Sheridan II has
limited credit neutral measures to enhance its liquidity."
A list of rating actions:
Downgrades:
Issuer: Sheridan Investment Partners II, LP
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Senior Secured Term Loan, Downgraded to B3 (LGD3) from B2 (LGD3)
Speculative Grade Liquidity (SGL) Rating, lowered to SGL-4 from
SGL-2
Outlook, changed to Negative
Issuer: Sheridan Production Partners II-A, LP
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Senior Secured Term Loan, Downgraded to B3 (LGD3) from B2 (LGD3)
Speculative Grade Liquidity (SGL) Rating, lowered to SGL-4 from
SGL-2
Outlook, changed to Negative
Issuer: Sheridan Production Partners II-M, LP
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Senior Secured Term Loan, Downgraded to B3 (LGD3) from B2 (LGD3)
Speculative Grade Liquidity (SGL) Rating, lowered to SGL-4 from
SGL-2
Outlook, changed to Negative
RATINGS RATIONALE
The downgrade of Sheridan II's Corporate Family Ratings (CFR) to B3
from B2 is driven by the liquidity stress created by the borrowing
base deficiency and the weak asset value to loan coverage
(reflected in the borrowing base to loan ratio). Currently, the sum
total of revolver borrowings and the term loans outstanding exceeds
the borrowing base by $41 million. Sheridan II has until November
30, 2015 to eliminate this deficiency by using cash flow from
operations or cash on the balance sheet. While Sheridan II is able
to generate good operating cash flow, the total liquidity in the
form of revolver availability and cash balance is expected to
remain minimal at least through mid-2016.
Availability under the revolving credit facility is governed by a
borrowing base that is re-determined semi-annually by the lenders
to reflect changes in reserves estimates and commodity prices.
Moody's projects that any excess cash flow generated at least
through mid-2016 will be required to reduce debt balances resulting
from the potential borrowing base deficiencies at the next two
rederminations, given the weak commodity price outlook. As hedges
roll-off and with no signs of an immediate recovery in commodity
prices, cash flow generation will weaken beyond 2016, jeopardizing
the company's ability to comply with the covenants. The rating is
also constrained by Sheridan's complex organizational structure
that was created to address business and tax considerations of a
diverse mix of individual, corporate, and tax-exempt investors.
The scale measured by average daily production is in line with the
smaller peers primarily due to the longer reserve life of the
assets, but most other credit metrics of Sheridan II are in line
with its B3 rated peers. Sheridan II was created to be an
investment vehicle with a mandate to buy mature producing fields
while minimizing commodity price risk with an aggressive hedging
program. Given that mandate, the asset base has limited potential
to grow.
The senior secured debt of Sheridan II is comprised of revolving
credit facilities and term loans made available to SIP II, Fund
II-A, and Fund II-M. The term loans of all the funds are rated B3,
in line with their B3 CFRs. Term loan outstandings are subtracted
from the borrowing base to determine the revolving credit
availability and currently, there is no availability under the
revolving credit facility. As all of Sheridan II's debt is pari
passu and senior secured, we expect a 65% recovery rate after an
event of default reflected in the Caa1-PD PDR. The subordinated
loan made by Fund II-B to Fund II-M is not included as part of
Moody's Loss Given Default analysis as it is assumed to be
satisfied through the transfer of a proportional interest in Fund
II-M's PP&E after a default.
On a combined basis, Sheridan II's Speculative Grade Liquidity
Rating of SGL-4 reflects weak liquidity. As of June 30, 2015, the
cash balance was $2.5 million. Moody's expects cash flow from
operations of about $170 million to $210 million through third
quarter of 2016 which is sufficient to fund approximately $150
million to $180 million of projected capital expenditures, some of
which are discretionary in nature. Any excess cash flow generated
will be available for distributions to the equity holders and/or to
reduce debt when required. Given the possibility of a further
borrowing base reduction in November 2015 or May 2016, Moody's
anticipates that the company will use excess cash flow to reduce
debt balances through 2016. Sheridan II's established decline
curve and hedging program somewhat reduces cash flow volatility.
The fund's revolving credit facility ($607 million outstanding as
of July 2015) matures in February 2018. The $784 million of term
loans mature in December 2020. At July 2015, there was no
availability under the revolver and the total secured debt
outstanding of $1,391 million exceeds the current borrowing base of
$1,350 million. Sheridan II has not made any equity distributions
since October 2014 and is prohibited from doing so at any time that
the total secured outstandings exceed the borrowing base. The
credit facilities have two financial maintenance covenants: a
minimum interest coverage test of 2.25x and a maximum asset
coverage test of 1.0x, essentially requiring the borrowing base to
be greater than the amount of debt outstanding. Any borrowing base
deficiency amount would need to be repaid within six months after
the determination of the deficiency. Under the terms of the credit
agreements, Sheridan II can sell assets valued at up to 2% of the
borrowing base amount (about $27 million) before triggering a
redetermination of the borrowing base which provides a limited
"back door" to additional liquidity. In addition, the revolving
facility includes a current ratio test of 1.0x.
The negative outlook reflects the potential for the borrowing base
to be reduced by more than $50 million leading to severe stress on
the funds' ability to service debt. The outlook could be changed
to stable if the funds maintain availability under the revolver and
balance sheet cash totaling at least $25 million on a sustained
basis.
The ratings could be downgraded if the present value to loan ratio
(represented by the borrowing base to the total revolver borrowings
and term loan balance outstanding) remains less than 1x on a
sustained basis.
A ratings upgrade is unlikely at least through 2016 given the
challenging operating and commodity price environment. However, if
the company applies its free cash flow to debt reduction so that
the available liquidity improves to at least $75 million on a
sustained basis, the ratings could be upgraded.
SIP II, Fund II-A, Fund II-B, and Fund II-M are a related group of
private investment companies created to acquire and exploit mature
producing oil and gas properties in the United States.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
SOTHEBY'S: Decision to Increase Lending Can Weaken Credit Rating
----------------------------------------------------------------
Auction house Sotheby's (Ba2 stable) decision to increase its
borrowing capacity under its revolving credit facility twice in the
past 18 months can drive further growth for its rapidly expanding
finance segment, but also poses the risk of materially weakening
its credit rating in the longer term, Moody's Investors Service
says.
"Although the finance segment earnings generate the highest margins
and are poised to continue growing rapidly, Sotheby's is
sacrificing its balance sheet to support its loan portfolio,"
Moody's Senior Vice President Margaret Taylor says.
Sotheby's, which has been under persistent activist pressure, has
expanded its revolver twice with the latest increase of $485
million occurring in June. The revolver now tallies $1.335
billion, allowing the auction house the ability to borrow up to
$1.035 billion for its finance segment, Moody's says in "Sotheby's
Flexes its Borrowing Muscle to Nearly Double Finance Segment."
The increase in borrowing capacity will help lift the finance arm's
profitability, Moody's says, by potentially doubling its loan
portfolio to $1.3 billion, which could increase the finance arm's
EBITDA to nearly $56 million from $26 million in 2014 and directly
correlates to the amount of loans Sotheby's can underwrite.
Despite its rapid growth, the finance segment will remain a fairly
small portion of the auction house's earnings.
"Though the finance segment is less seasonal and cyclical when
compared to Sotheby's auction business," Taylor says, "Sotheby's
overall EBITDA remains highly exposed to cyclical downturns in the
auction market. Should Sotheby's chose to materially increase its
debt from its current level to support the finance segment it would
put increased pressure on ratings."
SPENDSMART NETWORKS: Jerry Rubinstein Named Board Chairman
----------------------------------------------------------
SpendSmart Networks, Inc., doing business as SMS Masterminds,
announced the appointment of Board member Jerry Rubinstein to the
role of Chairman of the Board. Mr. Rubinstein will also continue
to head the Company's audit committee. Mr. Joseph Proto is
stepping down as Chairman but will remain a member of the Board of
Directors and a member of the Company's compensation committee.
Mr. Proto has been a member of the Board of Directors since 2012
and has been instrumental in leading the various post acquisition
structuring and business changes of the Company along with its
executive team. The Board expressed its appreciation for Mr.
Proto's service as the Chairman and looks forward to his continued
service to the Company.
This change in duties and roles came as part of an overall long
term initiative the Company is undertaking as it prepares to
execute on its 2016 growth strategies. The Company intends to
expand on its existing markets as well pursue new markets with
strong product and service offerings at the start of 2016.
The Company is focused on the growing mobile advertising market
that is estimated to reach worldwide revenues of $25.5 billion in
2016 according to market research firms, eMarketer and Gartner.
Currently, the Company supports approximately 4.8 million mobile
based subscribers in its service network of small merchant
businesses across North America.
As part of its 2016 strategies, the Company intends to enhance
those SMB networks with a more robust service and support offering
it has been developing. These service offerings expect to increase
the overall experience and revenue capabilities of its existing and
future SMB customers. In addition, the Company will begin pursuing
larger business relationships that it has been developing during
2015.
Jerry Rubinstein has been a member of the Board since 2013 and more
strategically located in California, where the Company is
headquartered. These planned 2016 growth strategies will require
additional guidance and contributions of expertise from all members
of the Company's Board. This shift in the Board provides the
Company with access to Mr. Rubinstein more frequently, where he can
best oversee and direct where value can be added by existing
members of the Board. Mr. Rubinstein has served as a member of the
Board of Directors and the Chairman of the Company’s Audit
Committee since Oct. 1, 2013. Mr. Rubinstein is also the chairman
of the Audit Committee of CKE Restaurants, the parent company of
Carl's Jr. Restaurants and Hardees Restaurants. Mr. Rubinstein
also serves as the non-executive chairman of US Global investors
Inc., a mutual fund advisory company. Mr. Rubinstein has started
and sold many companies over the years, including Bel Air Savings
and Loan and DMX, a cable and satellite music distribution company.
Mr. Rubinstein purchased United Artists Records from Transamerica
Corporation and subsequently sold the company to EMI. Mr.
Rubinstein also started and sold XTRA Music Ltd., a satellite and
cable music distribution company in Europe. Most recently Mr.
Rubinstein consults with and serves on 3 early stage development
companies. Mr. Rubinstein is both a CPA and attorney.
In connection with Mr. Rubinstein's appointment to the Board, the
Company agreed to grant Mr. Rubinstein a stock option to purchase
up to 1,358,696 shares of common stock at an exercise price of
$0.46 per share and having a term of five years.
About SpendSmart Networks
SpendSmart Networks, Inc., provides proprietary loyalty systems
and a suite of digital engagement and marketing services that help
local merchants build relationships with consumers and drive
revenues. These services are implemented and supported by a vast
network of certified digital marketing specialists, aka "Certified
Masterminds," who drive revenue and consumer relationships for
merchants via loyalty programs, mobile marketing, mobile commerce
and financial tools, such as prepaid card and reward systems. We
enter into licensing agreements for our proprietary loyalty
marketing solution with "Certified Masterminds" which sell and
support the technology in their respective markets. The Company's
products aim to make Consumers' dollars go further when they spend
it with merchants in the SpendSmart network of merchants, as they
receive exclusive deals, earn rewards and ultimately build a
connection with their favorite merchants.
SpendSmart Networks incurred a net loss of $12.2 million on $4.03
million of total revenues for the year ended Dec. 31, 2014,
compared to a net loss of $14.09 million on $0 of total revenues
for the year ended Dec. 31, 2013.
As of June 30, 2015, the Company had $9.99 million in total assets,
$3.61 million in total liabilities and $6.37 million in total
stockholders' equity.
EisnerAmper LLP, in Iselin, New Jersey, 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 since inception and has yet to establish a profitable
operation. These factors among others raise substantial doubt
about the ability of the Company to continue as a going concern.
SPENDSMART NETWORKS: Signs Consulting Agreement with Siskey
-----------------------------------------------------------
Spendsmart Networks, Inc., entered into a strategic consulting
agreement with Siskey Capital, LLC effective Oct. 1, 2015.
Siskey Capital will provide strategic guidance in the overall
operations of the company including without limitation product
development, engineering, sales, personnel and business
development. The retention is for nine months.
In connection with the retention the Company agreed to grant Siskey
Capital (1) 750,000 shares of the Company's restricted common
stock, 375,000 of which will be issued immediately and the
remaining 375,000 after completion of the first phase of the
consulting project, and (2) 750,000 options to purchase shares of
the Company's restricted common stock with an exercise price of
$0.75 to be paid quarterly and subject to the completion of certain
goals. Siskey Capital will also receive a monthly per diem of
$9,800.
About SpendSmart Networks
SpendSmart Networks, Inc., provides proprietary loyalty systems
and a suite of digital engagement and marketing services that help
local merchants build relationships with consumers and drive
revenues. These services are implemented and supported by a vast
network of certified digital marketing specialists, aka "Certified
Masterminds," who drive revenue and consumer relationships for
merchants via loyalty programs, mobile marketing, mobile commerce
and financial tools, such as prepaid card and reward systems. We
enter into licensing agreements for our proprietary loyalty
marketing solution with "Certified Masterminds" which sell and
support the technology in their respective markets. The Company's
products aim to make Consumers' dollars go further when they spend
it with merchants in the SpendSmart network of merchants, as they
receive exclusive deals, earn rewards and ultimately build a
connection with their favorite merchants.
SpendSmart Networks incurred a net loss of $12.2 million on $4.03
million of total revenues for the year ended Dec. 31, 2014,
compared to a net loss of $14.09 million on $0 of total revenues
for the year ended Dec. 31, 2013.
As of June 30, 2015, the Company had $9.99 million in total assets,
$3.61 million in total liabilities and $6.37 million in total
stockholders' equity.
EisnerAmper LLP, in Iselin, New Jersey, 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 since inception and has yet to establish a profitable
operation. These factors among others raise substantial doubt
about the ability of the Company to continue as a going concern.
ST. CATHERINE HOSPITAL: 2013 HAF Subject to Automatic Stay
----------------------------------------------------------
The United States Court of Appeals for the Seventh Circuit reversed
the decision of the district court and agreed with St. Catherine
Hospital that the 2013 Hospital Assessment Fee is a prepetition
claim subject to the automatic stay.
St. Catherine filed an adversary complaint against the Indiana
Family and Social Services Administration claiming that the HAF was
a prepetition claim subject to automatic stay. St. Catherine moved
for summary judgment, seeking recovery of the $615,912 withheld by
FSSA for the 2012 HAF and the $989,738 withheld for the 2013 HAF.
The bankruptcy court granted St. Catherine's motion and ordered the
FSSA to repay St. Catherine the full amount it had withheld, ruling
the HAF was an "act to collect, assess, or recover a claim against
a debtor that arose before the commencement of the case" and was
subject to automatic stay."
On appeal, the district court reversed the bankruptcy court's
judgment as to the HAF for fiscal year 2013, deeming it a
postpetition claim.
The Seventh Circuit found that the 2013 HAF was assessed based upon
activities reflected in St. Catherine's cost reports from May 1,
2010 to April 30, 2011, and other financial information on file as
of February 28, 2012, which all occurred before St. Catherine filed
for bankruptcy. As such, the Seventh Circuit concluded that since
all of the conduct that could have given rise to the 2013 HAF
occurred prepetition, the claim is subject to the automatic stay.
The case is SAINT CATHERINE HOSPITAL OF INDIANA, LLC,
Plaintiff-Appellant, v. INDIANA FAMILY AND SOCIAL SERVICES
ADMINISTRATION, Defendant-Appellee, NOS. 14-2420, 14-2546 (7th
Cir.).
A full-text copy of the 7th Circuit's August 28, 2015 ruling is
available at http://is.gd/v7xNtAfrom Leagle.com.
About Saint Catherine Hospitals
Saint Catherine Hospital of Indiana LLC --
http://www.saintcatherinehospital.com/-- an acute-care hospital in
Charlestown, Indiana, filed for Chapter 11 protection June 19 in
New Albany, Indiana (Bankr. S.D. Ind. Case No. 12-91316). Saint
Catherine Hospital of Indiana is a regional facility that performs
weight-loss surgery and other procedures. The Debtor estimated
assets worth less than $10 million and debt exceeding $10 million.
A buyer has been located to purchase the operation while in
Chapter 11, according to a report by Bill Rochelle, the bankruptcy
columnist for Bloomberg News. Mr. Rochelle also reports that, in
addition to losses from operations, bankruptcy was the result of a
lawsuit begun by the trustee for Saint Catherine Hospital of
Pennsylvania, which filed for bankruptcy reorganization in April
in Wilkes-Barre, Pennsylvania. The Chapter 11 trustee in the
Pennsylvania hospital's case filed a lawsuit to recover $300,000
allegedly transferred to the Indiana institution.
Saint Catherine Hospital of Pennsylvania, LLC, dba Saint Catherine
Medical Center of Fountain Springs, filed a Chapter 11 petition
(Bankr. M.D. Pa. Case No. 12-02073) on April 9, 2012, estimating
under $50,000 in assets and debts. It is a non-operating 107-bed
hospital in Ashland, Pennsylvania. John H. Doran, Esq., at Doran
& Doran, P.C., in Wilkes-Barre, Pennsylvania, served as counsel.
Nine days after the bankruptcy filing, U.S. Bankruptcy Judge John
J. Thomas granted the request of the Chapter 11 trustee to convert
the Chapter 11 case of Saint Catherine Hospital of Pennsylvania to
a liquidation in Chapter 7.
STANDARD PACIFIC: S&P Raises Corp. Credit Rating to 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services said it transferred all its
ratings on Standard Pacific Corp. to CalAtlantic Group Inc. and
raised the corporate credit rating on the postmerger entity to 'BB'
from 'BB-'. The outlook is stable.
At the same time, all debt that was previously rated under The
Ryland Group Inc. and Standard Pacific Corp. was aggregated under
CalAtlantic Group, Inc. Concurrent with the upgrade of the
company, S&P raised its issue-level ratings on its senior unsecured
debt to 'BB' from 'BB-'. The recovery rating on the senior
unsecured debt is '3', indicating S&P's expectation of meaningful
(50% to 70%; lower end of the range) recovery for debtholders in
the event of a default.
"The stable outlook reflects our view that the U.S. housing
recovery will continue with a tempered but steady increase in new
home sales volume over the next 12 months and that CalAtlantic will
expand its community count under the new merged platform," said
Standard & Poor's credit analyst Christopher Andrews. "While we
expect CalAtlantic's profitability to be somewhat weaker than
previous operations under Standard Pacific, we forecast the
company's margins to remain on the stronger end compared with rated
peers. We also expect the company to maintain strong liquidity
levels."
S&P may take a positive rating action in the event that the
company's financial risk profile improves such that debt to EBITDA
is sustained below 3x and interest coverage in excess of 6x. This
may occur as a result of volume growth that outperforms S&P's
expectations and maintenance of higher adjusted homebuilding gross
margins, or if the company is able to reduce debt more rapidly than
what is reflected in S&P's forecast.
Although S&P views it as unlikely over the next 12 months, it would
consider taking a negative rating action if the company endures
operational disruptions as a result of the merger, leading to
growth and profitability performance that materially deviates from
S&P's current forecast. Alternatively, a rating action could be
considered if the company were to pursue additional debt to fund
spending on land (or acquisitions of smaller builders) that is
substantially more aggressive than S&P's forecast, resulting in
leverage elevated to above 4x and debt to capital in excess of 50%
on a sustained basis.
STEREOTAXIS INC: Warrants Delisted From NASDAQ
----------------------------------------------
NASDAQ Stock Market LLC filed a Form 25 with the Securities and
Exchange Commission notifying the removal from listing of
Stereotaxis, Inc.'s warrants expiring Oct. 2, 2015.
About Stereotaxis
Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures. The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.
Stereotaxis reported a net loss of $5.20 million in 2014, a net
loss of $68.8 million in 2013 and a net loss of $9.23 million in
2012.
As of June 30, 2015, the Company had $19.9 million in total assets,
$35.8 million in total liabilities and a $15.8 million total
stockholders' deficit.
Ernst & Young LLP, in St. Louis, Missouri, 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 net capital deficiency. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
SUCAMPO PHARMACEUTICALS: S&P Assigns 'B' Corp. Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Sucampo Pharmaceuticals Inc. The rating outlook
is stable.
At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the proposed first-lien credit term loan. The
'3' recovery rating reflects S&P's expectation for meaningful (50%
to 70%, at the high end of the range) recovery in the event of a
payment default.
"The 'B' corporate credit rating on specialty pharmaceutical
company Sucampo reflects the company's reliance on a single product
and its relatively small size," said Standard & Poor's credit
analyst Tulip Lim. The high business risk is somewhat offset by
stronger credit measures, with leverage around 3x and our
expectation of moderate free cash flow generation.
Sucampo derives the vast majority of its revenue from a single
product, AMITIZA, a gastrointestinal (GI) drug used to treat
constipation. The company is very small and its market share
within the approximately $30 billion GI therapeutic category is
negligible. Pro forma for the transaction, Sucampo will generate
93% of its revenue from AMITIZA. The company is also dependent on
its partners, Takeda and Mylan, for the sales and marketing of its
drugs. Ninety-three percent of the company's sales are derived
from royalties and product sales received from these two partners.
The outlook is stable and reflects S&P's expectation that the
company will not face generic competition on its main product for a
few years and that revenue will continue to grow and margins will
improve modestly. In addition, S&P expects that the company will
produce moderate discretionary cash flow.
S&P could consider lowering the rating if the company makes an
acquisition that increases leverage to 5x, especially if S&P do not
believe the transaction materially improves the company's scale or
diversity. This could occur if the company makes an acquisition of
$150 million or more that does not materially increase EBITDA over
the next year.
An upgrade is unlikely unless the company meaningfully improves its
product diversity and scale, but S&P would expect this would likely
occur with a leveraging transaction.
TARGETED MEDICAL: Squar Milner is New Accountants
-------------------------------------------------
Targeted Medical Pharma, Inc., dismissed the Company's independent
registered public accounting firm, Marcum LLP effective Sept. 29,
2015. The decision to dismiss Marcum was approved by the Audit
Committee of the Board of Directors of the Company on Sept. 28,
2015.
In connection with the audits of the fiscal years ended Dec. 31,
2014, and 2013 and through Sept. 28, 2015, there were (i) no
disagreements with Marcum on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure.
Marcum's report on the financial statements of the Company for the
years ended Dec. 31, 2014, and 2013 did not contain an adverse
opinion or a disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope, or accounting principles
except that both reports stated there is substantial doubt about
the Company's ability to continue as a going concern due to the
Company's financial condition as of Dec. 31, 2014, and Dec. 31,
2013.
The Company engaged Squar Milner, LLP as its independent registered
public accounting firm. The engagement was approved by the Audit
Committee on Sept. 28, 2015.
Prior to Sept. 28, 2015, neither the Company nor anyone acting on
its behalf consulted with Squar Milner, LLP.
About Targeted Medical
Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.
Targeted Medical reported a net loss of $3.89 million on $7.11
million of total revenue for the year ended Dec. 31, 2014, compared
to a net loss of $9.33 million on $9.55 million of total revenue in
2013.
Marcum LLP, in Irvine, CA, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2014, citing that the Company has incurred significant net
losses since its inception. The Company had an accumulated deficit
of $26.9 million and negative working capital of $11.8 million as
of Dec. 31, 2014. In addition, the Company has incurred net losses
since inception and incurred a net loss of $3.90 million for the
year ended Dec. 31, 2014. The foregoing matters raise substantial
doubt about the Company's ability to continue as a going concern.
TERESA GIUDICE: Former Bankr. Counsel Wants Malpractice Suit Nixed
------------------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reported that a former
bankruptcy attorney for an incarcerated star of "The Real
Housewives of New Jersey" is looking to scuttle her malpractice
lawsuit accusing the lawyer of exposing her to jail time, arguing
that such claims wilt against her guilty plea to criminal charges
including bankruptcy fraud.
In a Sept. 14 motion to dismiss, James A. Kridel Jr. of The Kridel
Law Group contends that Teresa Giudice's claims are without merit
and that she is barred from suing him over the handling of a
Chapter 7 case.
THERAKOS INC: S&P Raises CCR to 'BB-', Outlook Negative
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on immunotherapy treatment device manufacturer Therakos Inc.
to 'BB-' from 'B' following its acquisition by Dublin,
Ireland-based Mallinckrodt PLC. (BB-/Negative/--). The outlook is
negative.
S&P subsequently withdrew the 'BB-' corporate credit rating on
Therakos, along with the issue-level ratings on its debt, because
all of Therakos' debt was refinanced in conjunction with the
acquisition.
S&P based the upgrade on its belief that Therakos' operations will
be fully integrated into Mallinckrodt. This supports S&P's opinion
that Therakos is a core subsidiary of Mallinckrodt and, as a
result, S&P equalized the ratings and outlook on Therakos with
those on Mallinckrodt.
TRANS-LUX CORP: To Commence Rights Offering on Oct. 14
------------------------------------------------------
Trans-Lux Corporation announced changes to the timeline for its
rights offering to holders of its common stock to purchase shares
of a new class of Series B Convertible Preferred Stock of the
Company.
The Company has set a new record date for the rights offering of
5:00 p.m., Eastern Time, on Oct. 12, 2015. The Company now intends
to commence the rights offering on Oct. 14, 2015, with the
subscription period expiring at 5:00 p.m., Eastern Time, on
Nov. 4, 2015, unless extended. The other terms of the rights
offering, including but not limited to the subscription price per
share and the number of rights required to purchase one share of
Series B Convertible Preferred Stock, and the terms of the Series B
Convertible Preferred Stock, remain the same.
About Trans-Lux Corporation
Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.
Trans-Lux Corporation incurred a net loss of $4.62 million on $24.4
million of total revenues for the year ended Dec. 31, 2014,
compared with a net loss of $1.86 million on $20.9 million of total
revenues for the year ended Dec. 31, 2013.
As of June 30, 2015, the Company had $15 million in total assets,
$18.3 million in total liabilities and a $3.2 million total
stockholders' deficit.
BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company has suffered recurring losses from
operations and has a significant working capital deficiency that
raise substantial doubt about its ability to continue as a going
concern. Further, the auditors said, the Company is in default of
the indenture agreements governing its outstanding 9-1/2%
Subordinated debentures which were due in 2012 and its 8-1/4%
Limited convertible senior subordinated notes which were due in
2012 so that the trustees or holders of 25% of the outstanding
Debentures and Notes have the right to demand payment immediately.
Additionally, the Company has a significant amount due to their
pension plan over the next 12 months.
TRANSGENOMIC INC: To Divest GAP Business Unit to ADSTEC for $300K
-----------------------------------------------------------------
Transgenomic, Inc., has entered into a definitive and binding term
sheet to divest its Genetic Assays & Platforms Business Unit to
ADSTEC Corporation, a privately held Japanese company that
manufactures and sells specialized instruments and reagents for the
biotechnology industry.
Pursuant to the term sheet, Transgenomic agreed to transfer rights
to its GAP products, licenses, technology, know-how and trademarks,
along with associated product inventory, to ADSTEC. Transgenomic's
GAP Business Unit employees and sites, including Glasgow, UK, and
Irvington, Nebraska, should be transitioned to ADSTEC, subject to
compliance with local laws. Pursuant to the binding term sheet,
ADSTEC will assume the business, financial and human resource
commitments of the GAP Business Unit without payment to
Transgenomic; however, it is anticipated that ADSTEC will pay
Transgenomic US $300,000 for existing stock and inventory related
to the GAP Business Unit. The divestiture of the GAP Business Unit
is anticipated to reduce Transgenomic's quarterly expenses by
approximately $1.2 million. The transaction is scheduled to close
by the end of October.
Paul Kinnon, president and chief executive officer of Transgenomic,
commented, "The Genetic Assay and Platforms Business Unit contains
our major remaining legacy business. This business unit has
required significant management and employee time and focus, which
we and the Board of Directors believe will be better invested in
growing our high-potential products for molecular diagnostics and
precision medicine, based on our highly innovative ICE COLD-PCR
technology and state-of-the-art expertise."
Mr. Kinnon continued, "We are divesting this business unit to
Japanese instrumentation producer ADSTEC, which supplies the GAP
unit's Hanabi product line and which we believe is well-positioned
with the existing infrastructure and resources to succeed. We
expect that this transaction will ensure continuing service to
existing GAP customers and ongoing employment to our GAP unit
workers, while allowing us to focus solely on our strategic
initiatives. Following the closing of the transaction, we expect
to dedicate all of our corporate resources on growing our high
potential molecular diagnostics products and services and
accelerating commercialization of our MX-ICP technology for liquid
biopsies and precision medicine."
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.
VERTIS HOLDINGS: RAG's Bid to Amend Complaint Denied
----------------------------------------------------
Judge Christopher S. Sontchi of the United States Bankruptcy Court
for the District of Delaware denied the motion to amend the
complaint filed by Riverside Acquisition Group LLC, but granted the
motions filed by the defendants for summary judgment against RAG.
In October 2012, together with the filing of their Chapter 11
bankruptcy petitions, Vertis Holdings, Inc., and other debtors
sought an order authorizing and approving the sale of substantially
all of their assets to Quad/Graphics Marketing, LLC. RAG objected
to the sale. The court approved the sale on December 6, 2012.
On December 5, 2012, RAG initiated an adversary proceeding against
the debtor/defendants and Quad alleging the following causes of
action: (I) Declaratory Judgment, (II) Conversion, (III) Common Law
Aiding and Abetting of Conversion, (IV) Replevin, (V) Unjust
Enrichment, and (VI) Accounting.
The debtor/defendants and Quad separately moved for summary
judgment. RAG filed an opposition to both motions.
On July 19, 2014, RAG sought leave to amend its adversary complaint
to add 11 new counts, asserting that all 11 counts are based on the
same facts as the previous six counts already contained in the
complaint.
Judge Sontchi held that granting RAG's motion to amend would result
in substantial and undue prejudice to the defendants. The judge
also found that RAG's additional claims have been brought after
undue delay and that RAG acted in bad faith. Moreover, Judge
Sontchi determined that almost all of the claims that RAG sought
leave to assert would not survive a motion to dismiss and, thus,
allowing their assertion would be futile.
As to the motions for summary judgment, Judge Sontchi found that
there are no genuine issue of material fact and the defendants are
entitled to summary judgment on all six counts of the complaint.
The case bankruptcy case is In re: VERTIS HOLDINGS, INC., et al.,
Chapter 11, Debtors, CASE NO. 12-12821 (CSS), JOINTLY ADMINISTERED
(Bankr. D. Del.).
The adversary proceeding is RIVERSIDE ACQUISITION GROUP LLC d/b/a
COM-PAK SERVICES, Plaintiff, v. VERTIS HOLDINGS, INC., VERTIS,
INC., 5 DIGIT PLUS, LLC, and, QUAD/GRAPHICS MARKETING, LLC,
Defendants, ADV. PRO. NO. 12-51176(CSS) (Bankr. D. Del.).
A full-text copy of Judge Sontchi's September 9, 2015 opinion is
available at http://is.gd/Uw3Gf4from Leagle.com.
Riverside Acquisition Group LLC is represented by:
Johnna M. Darby, Esq.
HILLER & ARBAN, LLC
1500 North French Street, 2nd Floor
Wilmington, DE 19801
Tel: (302) 442-7676
Fax: (302) 442-7045
Email: jdarby@hillerarban.com
-- and --
Anthony L. Meola, Esq.
THE LAW OFFICES OF ANTHONY L. MEOLA
66 Indian Wells Road
Brewster, NY 10509
Tel: (845) 259-3850
Vertis Holdings, Inc. is represented by:
William E. Corum, Esq.
John J. Cruciani, Esq.
Aaron J. Mann, Esq.
HUSCH BLACKWELL, LLP
4801 Main Street Suite 1000
Kansas City, MO 64112
Tel: (816) 983-8000
Fax: (816) 983-8080
Email: william.corum@huschblackwell.com
john.cruciani@huschblackwell.com
aaron.mann@huschblackwell.com
-- and --
Lee E. Kaufman, Esq.
Jason M. Madron, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
Email: kaufman@rlf.com
madron@rlf.com
Quad/Graphics Marketing, LLC is represented by:
Stewart D. Aaron, Esq.
Kevin T. Sullivan, Esq.
ARNOLD & PORTER LLP
399 Park Avenue
New York, NY 10022-4690
Tel: (212) 715-1000
Fax: (212) 715-1399
Email: stewart.aaron@aporter.com
kevin.sullivan@aporter.com
-- and --
M. Blake Cleary, Esq.
Kenneth J. Enos, Esq.
Michael S. Neiburg, Esq.
YOUNG, CONAWAY, STARGATT & TAYLOR
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: mbcleary@ycst.com
kenos@ycst.com
mneiburg@ycst.com
About Vertis Holdings
Vertis Holdings Inc. -- http://www.thefuturevertis.com/-- provides
advertising services in a variety of print media, including
newspaper inserts such as magazines and supplements.
Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.
As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.
Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP. Quad/Graphics is advised by
Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice. Kurtzman Carson
Consultants LLC is the Debtors' claims agent.
Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail nserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.
Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics. ACG also commenced separate bankruptcy
proceedings. In August 2008, Vertis emerged from bankruptcy,
completing the merger.
Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010. The Debtor estimated its
assets and debts of more than $1 billion. Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case No.
10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-16172),
Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and Webcraft
Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174). The bankruptcy
court approved the prepackaged Chapter 11 plan on Dec. 16, 2010,
and Vertis consummated the plan on Dec. 21. The plan reduced
Vertis' debt by more than $700 million or 60%.
GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP. Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.
On Jan. 16, 2013, Quad/Graphics completed the acquisition of Vertis
Holdings for a net purchase price of $170 million. This assumes
the purchase price of $267 million less the payment of $97 million
for current assets that are in excess of normalized working capital
requirements.
VIACAO AREA SAO PAULO: U.S. Judge Approves Chapter 15 Petition
--------------------------------------------------------------
A U.S. bankruptcy judge approved Chapter 15 protection for
Brazilian carrier Viacao Area Sao Paulo S.A.
The order, issued by Judge Robert Mark of the U.S. Bankruptcy Court
for the Southern District of Florida, granted recognition of the
carrier's liquidation proceeding in Brazil.
The court order also restrains creditors from taking actions
against Viacao's assets located in the United States.
Chapter 15 provides debtors, creditors and those involved in
insolvency cases in foreign countries a mechanism by which they can
assert their rights. Generally, a chapter 15 case is supplementary
to a primary case or proceeding launched in a debtor's home
country.
About VASP
Brazilian carrier Viacao Area Sao Paulo S.A. filed a Chapter 15
bankruptcy petition (Bankr. S.D. Fla. Case No. 15-22091) in Miami,
Florida, in the United States on July 2, 2015, to seek recognition
of its liquidation proceedings in Brazil.
Alexandre Tajra, the Brazilian court-appointed judicial
administrator, obtained authority from the Brazilian court to
commence an ancillary case seeking Chapter 15 recognition of the
Brazilian Proceeding.
VASP began operating as a commercial airline in 1933 with its
headquarters in Sao Paulo, Brazil. Shortly after its founding, in
1935, financial distress prompted government intervention, and
ownership of 91.6% of VASP's common shares was transferred to the
Government of the State of Sao Paulo. In 1990, Brazilian
businessman Wagner Canhedo Azevedo acquired ownership of VASP.
Following its acquisition by Mr. Canhedo, VASP began a period of
expansion in an effort to transition from a regional to an
international carrier. At its peak, VASP offered commercial
flights from Brazil to many international destinations including
Miami; New York; Seoul, Korea and Brussels, Belgium.
By the turn of the century, however, VASP's fortunes had taken a
turn for the worse. Among other reasons, the decline was
precipitated by the devaluation of the Brazilian Real in 1999. Left
with only its owned aircraft -- by that time, an aged fleet of
Boeing 727s/737s and Airbus A300s -- VASP cancelled all of its
international operations by 2002 and collapsed back into a regional
carrier within South America.
On July 1, 2005, the interveners appointed by the Labor Court, with
the consent of the Public Attorney's Office, caused VASP to file a
petition for a judicial reorganization under the then newly-enacted
Brazilian Bankruptcy Law. After the petition had been granted, a
report issued in December 2005 in support of VASP's then-proposed
plan of reorganization listed VASP's total assets as of June 2005
at R$2,963,097 million inclusive of (i) R$97 million in current
assets, (ii) R$1,410 million in planes, (iii) R$826 million in tax
credits, and (iv) R$726 million in accounts receivable.
By order dated Oct. 7, 2005, the Brazilian Bankruptcy Court granted
VASP's petition commencing the Brazilian Proceeding as a "judicial
reorganization" under Brazilian Bankruptcy Law and appointing me as
Judicial Administrator thereof.
VIGGLE INC: Borrows $1M Under $10M Sillerman Credit Facility
------------------------------------------------------------
As previously disclosed by Viggle Inc. in a Form 8-K filed on June
12, 2015, Sillerman Investment Company IV, LLC., an affiliate of
Robert F.X. Sillerman, the Company's executive chairman and chief
executive officer, agreed to provide a Line of Credit to the
Company of up to $10,000,000. On Sept. 29, 2015, the Company
borrowed an additional $1,000,000 under the Line of Credit.
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 attributable to common stockholders of
$78.87 million on $25.52 million of revenues for the year ended
June 30, 2015, compared to a net loss attributable to common
stockholders of $68.08 million on $17.98 million of revenues for
the year ended June 30, 2014.
As of June 30, 2015, the Company had $70.22 million in total
assets, $54.08 million in total liabilities, $11.81 million in
series C convertible redeemable preferred stock, and $4.33 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
June 30, 2015, citing that the Company has suffered recurring
losses from operations and at June 30, 2015, has a deficiency in
working capital that raise substantial doubt about its ability to
continue as a going concern.
VIGGLE INC: Signs Separation Agreement with Former CRO
------------------------------------------------------
The Compensation Committee of the Board of Directors of Viggle Inc.
has approved a separation agreement, effective Sept. 30, 2015, with
Kevin Arrix, formerly the Company's chief revenue officer.
Following this separation, Mr. Arrix is no longer an officer of the
Company.
The terms of the Separation Agreement provide that Mr. Arrix will
provide certain transition services until Dec. 31, 2015. In
exchange for his transition services, Mr. Arrix will be entitled to
retain 15,500 restricted stock units that will vest on May 1, 2016.
He will forfeit the remainder of his restricted stock units.
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 attributable to common stockholders of
$78.9 million on $25.5 million of revenue for the year ended June
30, 2015, compared to a net loss attributable to common
stockholders of $68.1 million on $17.98 million of revenues for the
year ended June 30, 2014.
As of June 30, 2015, the Company had $70.2 million in total
assets, $54.08 million in total liabilities, $11.8 million in
series C convertible redeemable preferred stock, and $4.33 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
June 30, 2015, citing that the Company has suffered recurring
losses from operations and at June 30, 2015, has a deficiency in
working capital that raise substantial doubt about its ability to
continue as a going concern.
VISUALANT INC: Extends Promissory Notes Due Date to Dec. 31
-----------------------------------------------------------
Visualant, Inc., entered into amendments to two demand promissory
notes, totaling $600,000, and an note payable for $200,000 related
to the Umpqua Bank Business Loan Agreement with Mr. Erickson, the
Company's chief executive officer and/or entities in which Mr.
Erickson has a beneficial interest. The amendments extend the due
date from Sept. 30, 2015, to Dec. 31, 2015, and continue to provide
for interest of 3% per annum and a second lien on company assets if
not repaid by Dec. 31, 2015, or converted into convertible
debentures or equity on terms acceptable to the Holder.
About Visualant Inc.
Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998. The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.
Visualant reported a net loss of $1 million on $7.98 million of
revenue for the year ended Sept. 30, 2014, compared to a net loss
of $6.60 million on $8.57 million of revenue for the year ended
Sept. 30, 2013.
As of June 30, 2015, the Company had $2.6 million in total assets,
$5.6 million in total liabilities, all current, and a $3 million
total stockholders' deficit.
PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2014. The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception. These factors, according to
the auditors, raise substantial doubt about the Company's ability
to continue as a going concern.
WALDEN REAL ESTATE: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Walden Real Estate Ventures, LLC
1909 Grove Avenue
Richmond, VA 23220
Case No.: 15-35082
Chapter 11 Petition Date: October 1, 2015
Court: United States Bankruptcy Court
Eastern District of Virginia (Richmond)
Judge: Hon. Keith L. Phillips
Debtor's Counsel: Troy Savenko, Esq.
KAPLAN, VOEKLER, CUNNINGHAM & FRANK, PLC
1401 East Cary Street (23219)
P.O. Box 2470
Richmond, VA 23218-2470
Tel: 804-823-4000
Email: tsavenko@kv-legal.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Lee A. Barnes, Jr., managing member.
The Debtor listed Lee A. Barnes, Jr. as its largest unsecured
creditor holding a claim of $7,500.
A copy of the petition is available for free at:
http://bankrupt.com/misc/vaeb15-35082.pdf
WAVE SYSTEMS: KPMG Resigns as Principal Accountants
---------------------------------------------------
Wave Systems Corp. was notified by KPMG LLP that the firm resigned
as the Company's independent registered public accounting firm
effective upon the Company filing its Sept. 30, 2015, Form 10-Q.
During the years ended Dec. 31, 2014, and 2013, and the subsequent
interim period through Sept. 28, 2015, the Company said there were
no disagreements with KPMG on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedures. The audit reports of KPMG on the consolidated
financial statements of the Company as of and for the years ended
Dec. 31, 2014, and 2013 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles, except for:
* a separate paragraph stating that "the Company has suffered
recurring losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern. The Company's plans in regard
to these matters are also described in Note 4. The
consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty." and
* a separate paragraph stating "in accordance with the
standards of the Public Company Accounting Oversight Board
(United States), the Company's internal control over financial
reporting as of December 31, 2013, based on criteria
established in Internal Control--Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated March 14, 2014
expressed an adverse opinion on the effectiveness of the
Company's internal control over financial reporting." The
material weakness that resulted in the 2013 adverse opinion
was remediated during 2014 and there were no material
weaknesses identified in 2014.
After receiving the notification from KPMG, the Company began its
search for a new independent registered public accounting firm.
About Wave Systems
Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products for
hardware-based digital security, including security applications
and services that are complementary to and work with the
specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.
Wave Systems reported a net loss of $12.9 million in 2014, a net
loss of $20.3 million in 2013 and a net loss of $34 million in
2012.
KPMG LLP, in Hartford, Connecticut, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014. The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern.
WBH ENERGY: Gets Approval of Agreement With Copano Field
--------------------------------------------------------
U.S. Bankruptcy Judge H. Christopher Mott approved an agreement
that requires Copano Field Services/North Texas LLC to deposit the
money it owes to WBH Energy LP and its affiliate into a newly
opened bank account at KeyBank.
Copano, which gets its supply of hydrocarbons from the Texas oil
company and WBH Energy Partners LLC, was previously required to
deposit the money into an account at Texas Capital Bank under their
initial agreement.
A copy of the new agreement is available without charge at
http://is.gd/wioPO0
WBH Energy earlier received court approval for a deal that allowed
Debtor LLC, an affiliate, to turn over $1.086 million to U.S.
Energy Development Corp.
The agreement required USEDC to indemnify Debtor LLC from claims
made on account of the funds, which the company had collected
before USEDC assumed the role as operator under their joint
operating agreement.
In August, the oil company also won approval for a deal that
resolved the claims of CL III Funding Holding Company LLC and a
group of creditors who provided materials and services in
connection with oil and gas operations conducted by Debtor LLC.
Under the deal, the group, through its agent Jason Searcy, would
receive $1.7 million of the $1.85 million that USEDC deposited in
the Registry of the Court. The remaining funds would go to CL III
Funding.
The deal was initially opposed by USEDC. The company dropped its
objection after revisions were made to the agreement, court filings
show.
About WBH Energy
WBH Energy Partners LLC (Bankr. W.D. Tex. Case No. 15-10004) and
its affiliates -- WBH Energy, LP (Bankr. W.D. Tex. Case No.
15-10003) and WBH Energy GP, LLC (Bankr. W.D. Tex. Case No.
15-10005) separately filed for Chapter 11 bankruptcy protection on
Jan. 4, 2015. The petitions were signed by Joseph S. Warnock, vice
president.
Judge Christopher Mott presides over WBH Energy, LP's case, while
Judge Tony M. Davis presides over WBH Energy Partners' and WBH
Energy GP's cases.
William A. (Trey) Wood, III, Esq., at Bracewell & Giuliani LLP,
serves as the Debtors' bankruptcy counsel.
WBH Energy, LP, and WBH Energy Partners estimated their assets and
liabilities at between $10 million and $50 million each. WBH
Energy, LP disclosed $557,045 plus an unknown amount and
$48,950,652 in liabilities as of the Chapter 11 filing. WBH Energy
GP estimated its assets at up to $50,000, and its liabilities at
between $10 million and $50 million.
The U.S. Trustee for Region 7 appointed seven creditors to serve on
the official committee of unsecured creditors.
WPCS INTERNATIONAL: Has 2.1 Million Shares Resale Prospectus
------------------------------------------------------------
WPCS International Incorporated filed a Form S-3 registration
statement with the Securities and Exchange Commission to register
2,132,959 shares of its common stock, par value $0.0001 per share,
for sale by American Capital Management, LLC, Iroquois Master Fund
Ltd, Iroquois Capital Investment Group LLC and ATG Capital LLC.
Those aggregate number of shares represents the sum of (i) 853,200
shares of Common Stock issued or issuable upon conversion of the
Series H-1 Preferred Stock and (ii) 1,279,759 shares of Common
Stock issued or issuable upon exercise of the Warrants.
The Company will not receive any proceeds from the sale of the
shares of Common Stock. However, it may receive proceeds in
connection with the exercise of the Warrants, if they are exercised
for cash. The selling stockholders will bear all commissions and
discounts, if any, attributable to the sales of shares of Common
Stock and Warrants. The Company will bear all costs, expenses and
fees in connection with the registration of the shares of Common
Stock and Warrants.
The Company's Common Stock is traded on The NASDAQ Capital Market
under the symbol "WPCS." The last reported price of the Company's
Common Stock on Sept. 28, 2015, was $1.34 per share.
A full-text copy of the Form S-3 prospectus is available at:
http://is.gd/G8cBYV
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.
ZOGENIX INC: Reports Positive Results for Relday Phase 1b Trial
---------------------------------------------------------------
Zogenix, Inc., announced positive top-line pharmacokinetic results
from its Phase 1b multi-dose clinical trial of Relday, a
proprietary, once-monthly subcutaneous investigational formulation
of risperidone for the treatment of schizophrenia. If approved,
Relday has the potential to be the first subcutaneous antipsychotic
product that achieves therapeutic drug levels on the first day of
administration, allows for once-monthly dosing and does not require
reconstitution. Zogenix has retained Locust Walk Partners of
Cambridge, MA, a transaction advisory firm for life sciences
companies, to provide transaction advisory and support services for
Relday, and has now initiated efforts to secure a global strategic
development and commercialization partner for Relday.
The Phase 1b multi-dose parallel group clinical trial enrolled 60
subjects comprised of three cohorts of patients receiving four
monthly injections of Relday, at dose levels of either 60, 90 or
120 mg of risperidone per month. A fourth cohort received five
bi-weekly intramuscular injections of Risperdal Consta. Risperdal
Consta requires oral supplementation for the first three weeks
following dosing initiation, and at least four Risperdal Consta
doses are required to reach steady state. The results for Relday
demonstrated that risperidone plasma concentrations in the
therapeutic range were achieved on the first day of dosing, reached
steady state levels following the second dose and consistently
maintained therapeutic levels throughout the four-month period. In
addition, dose proportionality was confirmed across the dose range
intended for clinical practice (60 to 120 mg). Relday was
generally safe and well-tolerated, with results consistent with the
profile of risperidone and the Company's previous Phase 1
single-dose clinical trial.
Risperidone is one of the most widely prescribed medications used
to treat the symptoms of schizophrenia in adults and teenagers 13
years of age and older. The injectable formulation of risperidone,
Risperdal Consta, requires twice-a-month dosing, oral
supplementation during therapy initiation, intramuscular injection
and drug reconstitution prior to use.
About Zogenix Inc.
Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.
Zogenix reported net income of $8.58 million in 2014 following a
net loss of $80.85 million in 2013.
As of June 30, 2015, the Company had $246.7 million in total
assets, $138.6 million in total liabilities and $108.1 million in
total stockholders' equity.
Ernst & Young LLP, in San Diego, California, 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 and negative cash flows from
operating activities raise substantial doubt about its ability to
continue as a going concern.
[*] Fitch Releases Cross-Asset Default Update
---------------------------------------------
Global default activity remains below historical averages through
first-half 2015, alongside continuing pcokets of economic economic
weakness -- especially among the larger emerging markets (EM)
countries -- Brazil, Russia and China, according to a study by
Fitch Ratings. Across broad sectors corporates, sovereigns, and
public finance, Fitch recorded no investment-grade defaults.
The Fitch-rated global corporate finance (financial and
non-financial institutions) default rate through June was 0.8%,
with a speculative-grade default rate of 2.7% -- up from
year-earlier and the highest since 2012. Brazilian industrials and
Greek banks (after the imposition of government capital controls in
June) contributed to the increase.
First half corporate downgrades led upgrades by nearly 2 to 1, with
12% of issuers' affected by a rating change. In part, this was due
to the removal of sovereign support from the ratings of most EU,
U.S. and Swiss banks to reflect maturing bank resolution regimes.
Impairment activity across global structured finance in the
first-half of 2015 was the lowest since the economic crisis. The
speculative-grade impairment rate was 0.23% through June. The RMBS
sector registered an impairment rate of 0.07%, versus 0.1% for ABS,
0.3% for structured credit and 0.8% for CMBS.
There were no sovereign, U.S. public finance, or international
public finance foreign currency defaults recorded in the first six
months of 2015.
The complete study 'Fitch Ratings Global Cross-Asset Default
Update' is available on Fitch's web site under Transition and
Default Studies. The study contains default rate results by broad
sector and region.
[*] House Panel Considers Legislation to Reform CFPB
----------------------------------------------------
According to ABI.org, citing ACAInternational.org's report, the
House Financial Services Committee will start the markup process
for two bills related to oversight of the Consumer Financial
Protection Bureau.
In the Sept 28, 2015 report of ACAInternational.org, the Committee
was to start the markup process for two bills related to oversight
of the CFPB during a hearing set for Sept. 30.
The committee was to review U.S. Rep. Steve Stivers' Bureau of
Consumer Financial Protection -- Inspector General Reform Act of
2015 (H.R. 957) and U.S. Rep. Randy Neugebauer's Financial Product
Safety Commission Act of 2015.
H.R. 957 ensures greater accountability at the CFPB by creating an
Inspector General who is nominated by the president and confirmed
by the Senate, according to a House Financial Services Committee
news release.
H.R. 1266 removes the CFPB from within the Federal Reserve System
and re-establishes it as a standalone agency that is governed by a
five-member, bipartisan commission.
Stivers reintroduced H.R. 957 on Feb. 12, 2015 and Sen. Rob Portman
(R-Ohio) reintroduced a companion bill later that month. Stivers is
sponsoring the bipartisan legislation in the House with U.S. Rep.
Tim Walz (D-Minn.), ACA International reported.
Neugebauer, chairman of the Financial Institutions and Consumer
Credit Subcommittee, introduced H.R. 1266 in March after CFPB
Director Richard Cordray presented the last semi-annual report to
Congress.
The Sept. 30 hearing on the legislation comes a day after Cordray
returned to the House for the presentation of his seventh
semi-annual report. i The new report has a significant focus on
financial products such as mortgages, credit cards and student
loans as well as companies' responses to consumer complaints about
these products, ACA International reported. Cordray presented the
CFPB's semi-annual report to the Senate Banking Committee in July.
In April, the board of directors of ACA International voted to
support legislation that increases accountability and transparency
at the CFPB. ACA supports reforms including changing the CFPB
structure from a single director to a bi-partisan commission,
funding through congressional appropriation and the creation of a
dedicated Inspector General for the CFPB.
[*] More Canada Debt Headed for Distress, Trilogy Says
------------------------------------------------------
Ari Altstedter and Laura Keller, writing for Bloomberg News,
reported that more indebted Canadian firms will fall into financial
trouble with commodity prices near multi-year lows, according to
Barry Kupferberg of Trilogy Capital Management.
"There's particular distress we see in metals and mining, in coal,
in paper and pulp," Kupferberg, director of research at the $150
million credit hedge fund, said on stage at the Bloomberg LIVE's
Canadian Fixed Income Conference in New York, the report cited.
"You see more and more Canadian companies with bonds trading in
that zip code."
With about half of Canadian junk bonds in the U.S. tied to either
the mining or energy businesses, the nation's market has been hit
harder than its U.S. peer, Bloomberg said. Lower-for-longer
commodity prices have boosted speculation more companies would have
trouble sustaining their debt loads, Bloomberg noted.
[*] Private Equity Firms Rush to Buy Troubled Home Mortgages
------------------------------------------------------------
ABI.org reported that private equity and hedge fund firms have
bought more than 100,000 troubled mortgages at a discount from
banks and federal housing agencies, emerging as aggressive
liquidators.
In a separate report, ABI.org said housing advocates have attracted
a prominent ally in Sen. Elizabeth Warren, in their push to change
the federal government's policy of selling distressed mortgages at
a discount.
[*] Regulators Fail in Bid to Dismiss Payday Lenders' Suit
----------------------------------------------------------
Andrew M Harris and Jesse Hamilton, writing for Bloomberg News,
reported that U.S. banking regulators must defend a lawsuit
U.S. District Judge Gladys Kessler in Washington, D.C., has refused
to dismiss a lawsuit against the Federal Deposit Insurance Corp.,
the Federal Reserve and the Office of the Comptroller of Currency
brought by the Community Financial Services Association of America
Ltd., the main payday-lending trade group.
The lawsuit accuses the U.S. banking regulators of applying
"back-room pressure" on banks to stop serving its members.
Judge Kessler threw out some claims while allowing others to go
forward.
The parties are due back in court for a conference on Oct. 22.
According to Bloomberg, the lenders group, in a complaint filed
last year, said its members had been unfairly targeted in the
government's anti-fraud "Operation Choke Point" initiative. The
association claims the probe -- also linked to FDIC concerns over
banks lending to high-risk businesses, including ammunition
dealers, online gambling and pornography merchants -- led
regulators to deny payday lenders their constitutional rights to
hold bank accounts and pursue their chosen line of business.
The judge said in her decision it was clear payday lenders had
suffered harm to their businesses.
Bloomberg noted that the Alexandria, Virginia-based lenders group
has more than 40 member businesses, according to its website. At a
brick-and-mortar lender, payday loans typically are secured by
post-dated checks. Online borrowers furnish a bank account number
for direct debits.
Bloomberg also noted that in September, the FDIC's inspector
general concluded an investigation into the agency's involvement in
Choke Point, saying in a report that the probe uncovered no
evidence that the FDIC used its 2011 high-risk businesses list to
target financial institutions for engaging with such merchants.
According to Bloomberg, Doreen Eberley, a senior risk-management
official at the FDIC, wrote in a Sept. 10 letter to the inspector
general that her agency "neither prohibits nor discourages banks
from providing banking services to entire categories of merchants"
-- a point she said they reinforced with FDIC staff and the banks.
The case is Community Financial Services Association of America
Ltd. v. Federal Deposit Insurance Corp., 14-cv-00953, U.S. District
Court, District of Columbia (Washington).
Charles Cooper, Esq., represents the payday lenders.
[*] Senate Banking Subcommittee Examines SIPC Oversight
--------------------------------------------------------
ABI.org reported that the Senate Banking Securities, Insurance, and
Investment Subcommittee held a hearing on Sept. 30, to examine
oversight of the Securities Investor Protection Corp.
[*] Stakeholders Have Mixed Views on Atty Fee Guidelines, Venue
---------------------------------------------------------------
GAO's analysis of U.S. Trustee Program data and interviews with
bankruptcy stakeholders including Assistant U.S. Trustees, selected
bankruptcy judges, and attorneys indicate that attorneys' fee
applications for cases subject to the USTP's 2013 fee guidelines
(cases involving assets and liabilities each of $50 million or
more) have generally contained the information requested by the
guidelines. This information is intended to assist the courts in
determining whether requested fees are reasonable and necessary.
Specifically, in the data GAO reviewed, the USTP identified no
issues in submitted fee applications in 47 of the 94 cases filed
since the guidelines went into effect in November 2013. Attorneys
resolved almost all of the issues in the other 47 cases by
providing an explanation or additional information. Bankruptcy
stakeholders had mixed perspectives of the overall value of the
guidelines and of their potential effect on the efficiency and
transparency of the Chapter 11 bankruptcy process, or the fees
awarded. Similarly, opinions regarding the effect of specific
provisions of the 2013 guidelines also varied by group. For
example, 15 of 18 AUSTs said the provision requesting that
attorneys provide budgets was likely to have a positive effect on
the fee review process, while 10 of 14 attorneys said it was
unlikely to have an effect. For example, stakeholders with a
positive view said the budgeting provision encourages early
communication in a case, while those with a negative view said that
the unpredictability of bankruptcy cases limit the value of a
budget.
Bankruptcy attorneys and judges GAO interviewed and academic
research identify several factors that contribute to venue
selection -- the process of choosing where to file. Companies
filing for bankruptcy have several options available to them when
determining the venue, or court, in which to file their case,
including their place of incorporation, principal place of business
or assets, or where an affiliate has filed a Chapter 11 case. The
most frequently cited factors -- prior court rulings, the
preferences of lenders, and judge experience -- all contribute to
overall predictability in a case and can provide some insights into
what to expect from a court as a case proceeds through the
bankruptcy process. For example, knowing a judge's level of
experience with large cases and how a court has ruled on certain
matters can help an attorney advise a client about how a court is
likely to respond to issues in a specific case. Eight of the 39
attorneys and judges GAO interviewed cited perceived court
attitudes on professional fees as a significant factor in venue
selection. Approximately 61 percent of large Chapter 11 bankruptcy
cases filed since October 2009 were filed in two
jurisdictions–the Southern District of New York (SDNY) and the
District of Delaware (Delaware). Bankruptcy attorneys and judges
and academic research identified both positive and negative effects
of the concentration of cases in these two jurisdictions. The
positive effect most commonly cited by attorneys and judges was the
significant large case experience developed by judges in the SDNY
and Delaware. In contrast, the negative effects most commonly cited
by attorneys were the difficulty local bankruptcy firms face in
maintaining a bankruptcy practice outside of the SDNY and Delaware
and the lack of opportunity for courts outside of these
jurisdictions to develop precedent and expertise.
Why GAO Did This Study
Since 2010, there have been at least 765 Chapter 11 bankruptcy
filings by large companies. The associated fees for bankruptcy
professionals, including attorneys, can run into the hundreds of
millions of dollars. The size of these fees has raised questions
about whether professionals have charged a premium for large
bankruptcies and used the venue selection process to file in courts
where they believed they would receive higher fees. The USTP, a
Department of Justice component, is responsible for, among other
things, reviewing whether fees requested by professionals in
bankruptcy cases are reasonable and necessary in accordance with
the Bankruptcy Code. In 2013, the USTP issued new guidelines
governing its review of attorney fee applications in large Chapter
11 cases.
GAO was asked to review the USTP's 2013 guidelines. This report
examines (1) the extent to which fee applications observed the 2013
guidelines and bankruptcy stakeholders' opinions regarding the
guidelines' key provisions and their effects, and (2) what
bankruptcy stakeholders and available research identify as
contributing factors and effects of venue selection in large
Chapter 11 cases. GAO conducted 57 nongeneralizable interviews with
bankruptcy judges, attorneys, and AUSTs in 15 bankruptcy court
jurisdictions responsible for large Chapter 11 cases. GAO also
reviewed USTP data and court documents on cases subject to the 2013
guidelines, and relevant academic literature on professional fees
and venue selection. The USTP generally agreed with GAO's
findings.
A full-text copy of the GAO Report can be accessed at
http://tinyurl.com/qy9t242
[^] BOND PRICING: For the Week from Sept. 28 to Oct. 2, 2015
------------------------------------------------------------
Company Ticker Coupon Bid Price Maturity Date
------- ------ ------ --------- -------------
ACE Cash Express Inc AACE 11.000 36.000 2/1/2019
ACE Cash Express Inc AACE 11.000 38.500 2/1/2019
AM Castle & Co CAS 7.000 59.000 12/15/2017
AVINTIV Specialty
Materials Inc POLGA 7.750 103.308 2/1/2019
Affinion
Investments LLC AFFINI 13.500 55.000 8/15/2018
Alpha Appalachia
Holdings Inc ANR 3.250 4.000 8/1/2015
Alpha Natural
Resources Inc ANR 6.000 3.875 6/1/2019
Alpha Natural
Resources Inc ANR 9.750 3.500 4/15/2018
Alpha Natural
Resources Inc ANR 6.250 3.407 6/1/2021
Alpha Natural
Resources Inc ANR 7.500 7.250 8/1/2020
Alpha Natural
Resources Inc ANR 3.750 2.000 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 7.125 8/1/2020
American Eagle
Energy Corp AMZG 11.000 18.125 9/1/2019
American Eagle
Energy Corp AMZG 11.000 18.125 9/1/2019
Arch Coal Inc ACI 7.000 6.000 6/15/2019
Arch Coal Inc ACI 7.250 8.000 6/15/2021
Arch Coal Inc ACI 7.250 9.793 10/1/2020
Arch Coal Inc ACI 9.875 10.100 6/15/2019
Arch Coal Inc ACI 8.000 11.250 1/15/2019
Arch Coal Inc ACI 8.000 9.600 1/15/2019
BPZ Resources Inc BPZR 8.500 10.550 10/1/2017
BPZ Resources Inc BPZR 6.500 10.250 3/1/2015
BPZ Resources Inc BPZR 6.500 10.000 3/1/2049
Caesars Entertainment
Operating Co Inc CZR 10.000 31.063 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.750 28.063 2/1/2016
Caesars Entertainment
Operating Co Inc CZR 12.750 32.500 4/15/2018
Caesars Entertainment
Operating Co Inc CZR 6.500 36.550 6/1/2016
Caesars Entertainment
Operating Co Inc CZR 10.000 30.750 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.750 38.000 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 5.750 12.250 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.000 30.625 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.000 30.625 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.750 27.875 2/1/2016
Caesars Entertainment
Operating Co Inc CZR 10.000 30.750 12/15/2018
Chaparral Energy Inc CHAPAR 9.875 32.500 10/1/2020
Chaparral Energy Inc CHAPAR 8.250 30.500 9/1/2021
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 36.950 3/15/2019
Claire's Stores Inc CLE 7.750 31.500 6/1/2020
Claire's Stores Inc CLE 10.500 59.350 6/1/2017
Claire's Stores Inc CLE 7.750 29.125 6/1/2020
Cliffs Natural
Resources Inc CLF 5.950 51.750 1/15/2018
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.750 9.000 11/15/2017
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.750 9.375 11/15/2017
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.750 9.375 11/15/2017
Community Choice
Financial Inc CCFI 10.750 29.750 5/1/2019
Comstock
Resources Inc CRK 7.750 24.912 4/1/2019
Comstock Resources Inc CRK 9.500 29.040 6/15/2020
Constellation
Enterprises LLC CONENT 10.625 84.500 2/1/2016
Constellation
Enterprises LLC CONENT 10.625 86.500 2/1/2016
Dendreon Corp DNDN 2.875 71.625 1/15/2016
Dex Media Inc DXM 12.000 2.953 1/29/2017
EPL Oil & Gas Inc EXXI 8.250 23.750 2/15/2018
EXCO Resources Inc XCO 7.500 24.000 9/15/2018
EXCO Resources Inc XCO 8.500 23.500 4/15/2022
Emerald Oil Inc EOX 2.000 30.050 4/1/2019
Endeavour
International Corp END 12.000 9.250 3/1/2018
Endeavour
International Corp END 12.000 0.001 6/1/2018
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 15.500 7/1/2019
Energy & Exploration
Partners Inc ENEXPR 8.000 15.250 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 1.875 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 24.250 12/15/2017
Energy XXI Gulf
Coast Inc EXXI 7.500 16.000 12/15/2021
Energy XXI Gulf
Coast Inc EXXI 6.875 17.500 3/15/2024
Energy XXI Gulf
Coast Inc EXXI 7.750 17.000 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
Federal Farm
Credit Banks FFCB 3.250 100.061 7/7/2025
Federal Home Loan
Mortgage Corp FHLMC 3.005 98.946 7/9/2027
Fleetwood
Enterprises Inc FLTW 14.000 3.557 12/15/2011
GT Advanced
Technologies Inc GTAT 3.000 18.625 10/1/2017
GT Advanced
Technologies Inc GTAT 3.000 28.500 12/15/2020
Getty Images Inc GYI 7.000 29.750 10/15/2020
Getty Images Inc GYI 7.000 29.750 10/15/2020
Goodman Networks Inc GOODNT 12.125 51.755 7/1/2018
Goodrich
Petroleum Corp GDP 8.875 17.851 3/15/2019
Goodrich
Petroleum Corp GDP 5.000 20.250 10/1/2032
Goodrich
Petroleum Corp GDP 5.000 6.000 10/1/2029
Goodrich
Petroleum Corp GDP 8.875 18.000 3/15/2019
Goodrich
Petroleum Corp GDP 8.875 18.000 3/15/2019
Gymboree Corp/The GYMB 9.125 31.063 12/1/2018
Halcon Resources Corp HKUS 9.750 32.136 7/15/2020
Halcon Resources Corp HKUS 8.875 28.000 5/15/2021
Halcon Resources Corp HKUS 9.250 35.000 2/15/2022
Harsco Corp HSC 2.700 98.317 10/15/2015
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 10.250 20.125 4/1/2019
Hercules Offshore Inc HERO 7.500 15.500 10/1/2021
Hercules Offshore Inc HERO 7.500 15.500 10/1/2021
Hercules Offshore Inc HERO 8.750 17.125 7/15/2021
Hercules Offshore Inc HERO 10.250 20.125 4/1/2019
Hercules Offshore Inc HERO 6.750 18.750 4/1/2022
Horsehead Holding Corp ZINC 3.800 44.250 7/1/2017
Las Vegas Monorail Co LASVMC 5.500 1.026 7/15/2019
Lehman Brothers
Holdings Inc LEH 4.000 7.125 4/30/2009
Lehman Brothers
Holdings Inc LEH 5.000 7.125 2/7/2009
Lehman Brothers Inc LEH 7.500 4.011 8/1/2026
Linn Energy LLC /
Linn Energy
Finance Corp LINE 8.625 26.000 4/15/2020
Linn Energy LLC /
Linn Energy
Finance Corp LINE 7.750 22.000 2/1/2021
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.250 25.250 11/1/2019
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.500 26.130 5/15/2019
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.500 21.375 9/15/2021
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.250 24.375 11/1/2019
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.250 24.375 11/1/2019
Logan's Roadhouse Inc LGNS 10.750 57.125 10/15/2017
MF Global Holdings Ltd MF 6.250 15.125 8/8/2016
MF Global Holdings Ltd MF 3.375 15.125 8/1/2018
MF Global Holdings Ltd MF 9.000 15.125 6/20/2038
MModal Inc MODL 10.750 10.125 8/15/2020
Magnetation LLC /
Mag Finance Corp MAGNTN 11.000 16.250 5/15/2018
Magnetation LLC /
Mag Finance Corp MAGNTN 11.000 16.250 5/15/2018
Magnetation LLC /
Mag Finance Corp MAGNTN 11.000 16.250 5/15/2018
Midstates
Petroleum Co Inc /
Midstates
Petroleum Co LLC MPO 10.750 19.660 10/1/2020
Midstates
Petroleum Co Inc /
Midstates
Petroleum Co LLC MPO 9.250 20.500 6/1/2021
Midstates
Petroleum Co Inc /
Midstates
Petroleum Co LLC MPO 10.750 22.625 10/1/2020
Midstates
Petroleum Co Inc /
Midstates
Petroleum Co LLC MPO 10.750 22.625 10/1/2020
Molycorp Inc MCP 10.000 5.625 6/1/2020
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 28.500 5/15/2019
Nine West Holdings Inc JNY 6.875 30.000 3/15/2019
Noranda Aluminum
Acquisition Corp NOR 11.000 32.000 6/1/2019
Nuverra Environmental
Solutions Inc NES 9.875 48.249 4/15/2018
OMX Timber Finance
Investments II LLC OMX 5.540 17.500 1/29/2020
Peabody Energy Corp BTU 6.000 25.500 11/15/2018
Peabody Energy Corp BTU 6.250 20.500 11/15/2021
Peabody Energy Corp BTU 6.500 20.500 9/15/2020
Peabody Energy Corp BTU 4.750 10.500 12/15/2041
Peabody Energy Corp BTU 7.875 20.750 11/1/2026
Peabody Energy Corp BTU 6.250 20.625 11/15/2021
Peabody Energy Corp BTU 6.000 25.875 11/15/2018
Peabody Energy Corp BTU 6.250 20.625 11/15/2021
Penn Virginia Corp PVA 8.500 23.500 5/1/2020
Penn Virginia Corp PVA 7.250 20.398 4/15/2019
Permian Holdings Inc PRMIAN 10.500 46.750 1/15/2018
Permian Holdings Inc PRMIAN 10.500 46.750 1/15/2018
Powerwave
Technologies Inc PWAV 2.750 0.125 7/15/2041
Powerwave
Technologies Inc PWAV 3.875 0.125 10/1/2027
Powerwave
Technologies Inc PWAV 3.875 0.125 10/1/2027
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 6.000 8/15/2019
Quicksilver
Resources Inc KWKA 11.000 6.438 7/1/2021
Quiksilver Inc /
QS Wholesale Inc ZQK 10.000 8.500 8/1/2020
Rolta LLC RLTAIN 10.750 50.375 5/16/2018
Sabine Oil & Gas Corp SOGC 7.250 15.000 6/15/2019
Sabine Oil & Gas Corp SOGC 9.750 9.500 2/15/2017
Sabine Oil & Gas Corp SOGC 7.500 14.750 9/15/2020
Sabine Oil & Gas Corp SOGC 7.500 14.000 9/15/2020
Sabine Oil & Gas Corp SOGC 7.500 14.000 9/15/2020
Samson Investment Co SAIVST 9.750 1.240 2/15/2020
SandRidge Energy Inc SD 7.500 20.750 3/15/2021
SandRidge Energy Inc SD 8.125 19.500 10/15/2022
SandRidge Energy Inc SD 8.750 21.000 1/15/2020
SandRidge Energy Inc SD 7.500 20.500 2/15/2023
SandRidge Energy Inc SD 7.500 22.000 2/16/2023
SandRidge Energy Inc SD 8.125 29.976 10/16/2022
SandRidge Energy Inc SD 7.500 21.000 3/15/2021
SandRidge Energy Inc SD 7.500 21.000 3/15/2021
Savient
Pharmaceuticals Inc SVNT 4.750 0.225 2/1/2018
Sequa Corp SQA 7.000 51.125 12/15/2017
Sequa Corp SQA 7.000 51.125 12/15/2017
SquareTwo
Financial Corp SQRTW 11.625 58.000 4/1/2017
Swift Energy Co SFY 7.875 23.000 3/1/2022
Swift Energy Co SFY 7.125 25.000 6/1/2017
Swift Energy Co SFY 8.875 26.000 1/15/2020
TMST Inc THMR 8.000 16.500 5/15/2013
Talen Energy
Supply LLC TESLLC 5.700 99.375 10/15/2015
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 56.000 2/15/2018
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 78.000 2/15/2018
Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 11.500 38.000 10/1/2020
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 11.500 41.800 10/1/2020
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 10.250 11/1/2016
Venoco Inc VQ 8.875 17.600 2/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 18.000 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 24.436 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 14.488 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.375 29.100 8/1/2016
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 13.000 9.000 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 8.250 8/1/2020
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 22.000 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 22.000 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 16.000 1/15/2019
W&T Offshore Inc WTI 8.500 43.000 6/15/2019
Walter Energy Inc WLTG 9.500 35.750 10/15/2019
Walter Energy Inc WLTG 11.000 2.000 4/1/2020
Walter Energy Inc WLTG 9.500 49.500 10/15/2019
Walter Energy Inc WLTG 11.000 2.796 4/1/2020
Walter Energy Inc WLTG 9.500 35.500 10/15/2019
Walter Energy Inc WLTG 9.500 35.500 10/15/2019
Warren Resources Inc WRES 9.000 30.250 8/1/2022
Warren Resources Inc WRES 9.000 26.000 8/1/2022
Warren Resources Inc WRES 9.000 26.000 8/1/2022
iHeartCommunications
Inc IHRT 10.000 51.500 1/15/2018
iHeartCommunications
Inc IHRT 10.000 74.438 1/15/2018
iHeartCommunications
Inc IHRT 10.000 48.750 1/15/2018
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2015. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***