/raid1/www/Hosts/bankrupt/TCR_Public/151029.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, October 29, 2015, Vol. 19, No. 302
Headlines
315 ARDEN LLC: Case Summary & 9 Largest Unsecured Creditors
ACME CAKE: Creditor's Suit vs. Law Firm Partially Dismissed
AGFEED INDUSTRIES: Regnante's Accounting Scandal Suit Dismissed
AIX ENERGY: Sec. 341 Meeting Scheduled for Nov. 19
AMERICAN PEGASUS: Court Refuses to Dismiss $9M Clawback Suit
APOLLO MEDICAL: Network Medical Owns 31.4% Stake as of Oct. 14
ARCH COAL: Fitch Affirms 'C' Issuer Default Rating
ATLANTIC & PACIFIC: BX&M Food to Buy Belleville Store for $486K
ATLANTIC & PACIFIC: Fransula Offers $6.79M to Buy 3 Stores
ATLANTIC & PACIFIC: Judge Overrules Union County Sale Objection
ATLANTIC & PACIFIC: Selling 3 Stores for $2M to Mamaroneck, et al.
AZURE MIDSTREAM: Moody's Lowers CFR to B3, Outlook Negative
BATTLE CREEK: Eric R. Robbins Approved as Special Consultant
BELK INC: Moody's Assigns 'B2' CFR & Rates 1st Lien Loan 'B2'
BELK INC: S&P Assigns 'B+' CCR, Rates New $1.6BB 1st Lien Loan 'B+'
BISON PROPERTIES: Claims Bar Date Set for November 30
BLACK ELK: Court OKs Use of Cash Collateral in October
CACHE INC: Judge Won't Convert Bankruptcy Case to Chapter 7 Yet
CAESARS ENTERTAINMENT: Has Until March 15 to Control Bankruptcy
CATASYS INC: Shamus LLC Reports 18.3% Stake as of Oct. 16
COLT DEFENSE: Lewis Tool Balks at Sale of Intellectual Property
COMDISCO HOLDING: Nov. 23 Hearing Date Set for Settlement Motion
COMDISCO INC: November 23 Hearing for Litigation Settlement
DURANGO GEORGIA: Bid to Subordinate PBGC Claim Tossed
ENERGY FUTURE: Battles in Court on $460M Interest Claim
ESTERLINA VINEYARDS: Taps Pacific Union as Real Estate Broker
EXCO RESOURCES: Moody's Lowers CFR to Caa2, Outlook Stable
FIRST DATA: Reports $126 Million Net Loss in 3rd Quarter
GREEN EARTH: Amends Fiscal 2015 Annual Report
HCA HOLDINGS: Moody's to Retain Ba2 CFR on Share Repurchase
HOVENSA LLC: Court Sets Dec. 1 as General Claims Bar Date
HOVENSA LLC: Richard H. Dollison Approved as Local Counsel
INTERACTIVE DATA: S&P Puts 'B' CCR on CreditWatch Positive
INTERNATIONAL BRIDGE: Plan Filing Exclusivity Extended to Dec. 3
KORLEY B. SEARS: Order Denying Sec. 727 Discharge Affirmed
L BRANDS: Fitch Assigns 'BB+/RR4' Rating on 2035 Guaranteed Notes
L BRANDS: Moody's Assigns Ba1 Rating on New $400MM Unsecured Notes
L BRANDS: S&P Assigns 'BB+' Rating on New $400MM Unsecured Notes
LWL MANAGEMENT: PNC Wins Default Judgment in Suit vs. Lewises
MALIBU LIGHTING: Judge Approves Nov. 17 Auction
MILLER AUTO: McKenna Long & Aldridge Merges with Dentons US
MOLYCORP INC: Lynas Weighs Bid as Suitors Open Talks
N-VIRO INTERNATIONAL: OKs Extension of Warrants Exercise Date
NEWZOOM INC: Lists $19-Mil. in Assets, $40.2-Mil. in Debts
NEWZOOM INC: Taps Andrew Hinkelman as Chief Restructuring Officer
NEWZOOM INC: Taps Pachulski Stang as General Bankruptcy Counsel
NEXT LEVEL SPORTS: Case Summary & 20 Largest Unsecured Creditors
PRECISION OPTICS: Dolphin Offshore Holds 9.3% Stake as of Oct. 23
PRIMELINE UTILITY: S&P Affirms 'B' CCR, Outlook Stable
QUICKSILVER RESOURCES: Committee Seeks Authority to Pursue Claims
QUIKRETE HOLDINGS: S&P Raises CCR to 'BB-', Outlook Stable
RAAM GLOBAL: Files for Chapter 11; In Search of Buyers
RAAM GLOBAL: Proposes to Pay $880,600 for Critical Vendor Claims
RAAM GLOBAL: Seeks to Use Cash Collateral of Secured Parties
RELATIVITY MEDIA: Jane Does Object to Discharge of Claims
REPUBLIC AIRWAYS: Pilots Approve Labor Contract
ROSETTA GENOMICS: Incurs $6.68 Million Net Loss in H1 2015
SAFE & SECURE: Case Summary & 11 Largest Unsecured Creditors
SAMSON RESOURCES: Unsecured Creditors Balks at Chapter 11 Moves
SRAM LLC: S&P Lowers CCR to 'B+', Outlook Negative
SURGERY CENTER: Moody's Lowers Rating on 1st Lien Loans to B2
T-MOBILE USA: Moody's Affirms 'Ba3' CFR, Outlook Stable
THANE INT'L: Gets Provisional Relief Staying U.S. Actions
THANE INT'L: Seeks U.S. Recognition of Canadian Sale Order
THANE INT'L: US Court Directs Joint Administration of Ch. 15 Cases
TOLL BROTHERS: Moody's Assigns Ba1 Rating on New $350MM Notes
TOLL BROTHERS: S&P Assigns 'BB+' Rating on New $350MM Sr. Notes
UNIVERSITY GENERAL: Wants to Enter Into Premium Agreement with AFCO
VALEANT PHARMACEUTICALS: S&P Affirms 'BB-' CCR, Outlook Negative
WELLSTAT DIAGNOSTIC: To Auction Off All Assets on November 9
[*] Fiscal Year Bankruptcy Filings Continue Fall
[*] H. Brock Hudson Joins Carl Marks Advisors as Managing Director
[*] Miller Buckfire Executive Kubick Departs Restructuring Adviser
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
315 ARDEN LLC: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 315 Arden, LLC
9018 David Avenue
Los Angeles, CA 90034
Case No.: 15-26483
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: October 27, 2015
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Barry Russell
Debtor's Counsel: Sandford Frey, Esq.
CREIM MACIAS KOENIG & FREY, LLP
633 W Fifth St 48th Fl
Los Angeles, CA 90071
Tel: 213-614-1944
Email: Sfrey@cmkllp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Tzepah Freedland, managing member.
A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb15-26483.pdf
ACME CAKE: Creditor's Suit vs. Law Firm Partially Dismissed
-----------------------------------------------------------
Judge Dora L. Irizarry of the United States District Court for the
Eastern District of New York granted in part and dismissed in part
Weinberg, Gross & Pergament, LLP, and Marc Alan Pergament's motion
to dismiss the action filed by Sabatini Frozen Foods, LLC.
Sabatini commenced the action against the law firm and Mr.
Pergament, one of its members, asserting a claim for actual and
treble damages under the New York Judiciary Law. The complaint
alleged that the Defendants engaged in deceit and other misconduct
in the course of representing non-party Acme Cake Co., Inc., as
debtor, in a bankruptcy proceeding in which the Plaintiff appeared
as an unsecured creditor.
The Defendants move for dismissal of the Complaint based on the
doctrine of collateral estoppel, or, in the alternative, on the
ground that the Complaint fails to state a claim.
Judge Irizarry ruled that the Plaintiff may proceed in the action
on its claim that the Defendants' filing of the Corporate
Resolution violated New York Judiciary Law Section 487. Judge
Irizarry dismissed with prejudice the remaining grounds for relief
alleged in the Complaint.
The case is captioned SABATINI FROZEN FOODS, LLC, Plaintiff, v.
WEINBERG, GROSS & PERGAMENT, LLP: & MARC ALAN PERGAMENT,
Defendants, NO. 14-CV-02111 (DLI)(CLP)(E.D.N.Y.).
A full-text copy of Judge Irizarry's memorandum and order dated
September 23, 2015, is available at http://is.gd/KPpxEsfrom
Leagle.com.
Plaintiff is represented by:
M. David Graubard, Esq.
KERA & GRAUBARD
240 Madison Ave. 7th Floor
New York, NY 10016
Phone: 212-681-1600
Fax: 212-681-1601 or 1603
Email: dgraubard@keragraubard.com
Defendants are represented by Andrew William Gefell, Esq. --
agefell@agmblaw.com -- ABRAMS GARFINKEL MARGOLIS BERGSON, LLP &
Robert J. Bergson, Esq. -- rbergson@agmblaw.com -- ABRAMS GARFINKEL
MARGOLIS BERGSON, LLP.
Acme Cake Co., Inc., filed a Chapter 11 bankruptcy petition
(Bankr.
E.D.N.Y. Case No. 08-41965) on April 2, 2008, after a jury verdict
was rendered in favor of Sabatini in excess of $1.7 million. The
bankruptcy petition was filed prior to entry of the
judgment. The Company estimated under $1 million in assets and
debts in its petition.
Weinberg, Gross & Pergament LLP served as the Debtor's counsel.
Stuart, Edelstein, Linderman & Co, Inc., acted as accountants for
the Debtor.
Finkel Goldstein Rosenbloom & Nash, LLP, served as attorneys for
the Committee. Kelley Drye replaced Finkel Goldstein in November
2008. Backenroth, Frankel & Krinsky, LLP replaced Kelley Drye in
July 2009.
AGFEED INDUSTRIES: Regnante's Accounting Scandal Suit Dismissed
---------------------------------------------------------------
Judge Katherine Polk Failla of the United States District Court for
the Southern District of New York granted the Securities and
Exchange Officials, et al.'s Motion to Dismiss an action arising
from an accounting scandal involving AgFeed Industries, Inc.'s
agricultural operations in China.
Investigation into these accounting irregularities culminated in a
March 2014 enforcement action brought against AgFeed by the
Securities and Exchange Commission which, in turn, yielded an $18
million disgorgement penalty. After AgFeed sought protection in
the Bankruptcy Court, the AgFeed Sanction was disbursed through the
company's court-approved reorganization plan.
However, Plaintiff James Regnante claimed that in accordance to the
Dodd-Frank Wall Street Reform and Consumer Protection Act, the
AgFeed Sanction should have been deposited into the Securities and
Exchange Commission Investor Protection Fund, rather than
distributed in connection with the bankruptcy proceeding. More
importantly, the Plaintiff claimed that because of information that
he provided to the SEC regarding AgFeed, he is entitled to an award
under the whistleblower program established by Dodd-Frank.
Relatedly, the Plaintiff contended that certain official SEC
notices regarding the whistleblower program in general, and the
AgFeed action in particular, were misleading.
The case is captioned JAMES REGNANTE, Plaintiff, v. SECURITIES AND
EXCHANGE OFFICIALS, et al., Defendants, No. 14 CIV. 4880
(KPF)(S.D.N.Y.).
A full-text copy of Judge Failla's Opinion and Order dated
September 28, 2015, is available at http://is.gd/HOgMk0from
Leagle.com.
James Regnante, Plaintiff, Pro Se.
Defendants are represented by Rebecca Sol Tinio, U.S. Attorney's
Office, U.S. Bankruptcy Court for the Southern District of New
York.
About AgFeed Industries
AgFeed Industries, Inc., has 21 farms and five feed mills in China
producing more than 250,000 hogs annually. In the U.S., the
business included 10 sow farms in three states and two feed mills
producing more than one million hogs a year. AgFeed's revenue in
2012 was $244 million.
AgFeed and its affiliates filed voluntary petitions under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on
July 15, 2013, with a deal to sell most of its subsidiaries to The
Maschhoffs, LLC, for cash proceeds of $79 million, absent higher
and better offers. The Debtors estimated assets of at least $100
million and debts of at least $50 million.
Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case. Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors
Inc. acts as the Debtors' financial advisor. The Debtors' claims
and noticing agent is BMC Group, Inc.
The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases. The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as
the Creditors' Committee's financial advisor.
An official committee of equity security holders was also
appointed to the Chapter 11 cases. The Equity Committee tapped
Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as
co-counsel.
Jefferies Leveraged Credit Products and Claims Recovery Group are
represented by Lawrence J. Kotler, Esq., and Catherine B.
Heitzenrater, Esq., at Duane Morris, LLP.
AgFeed USA, LLC, et al., notified the Bankruptcy Court that the
Effective Date of the Revised Second Amended Plan of Liquidation
occurred on Nov. 10, 2014.
As reported in the Troubled Company Reporter on Nov. 7, 2014, the
Court confirmed the revised second amended plan, which was
supported by the Official Committee of Equity Security Holders.
AIX ENERGY: Sec. 341 Meeting Scheduled for Nov. 19
--------------------------------------------------
A meeting of creditors in the bankruptcy case of AIX Energy, Inc.
will be held on Nov. 19, 2015, at 10:00 a.m. at Dallas, Room 976.
Proofs of claim are due by Feb. 17, 2016.
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 AIX Energy
AIX Energy, Inc. sought Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 15-34245) on Oct. 22, 2015. The petition was
signed by Robert A. Imel as president. The Debtor estimated both
assets and liabilities in the range of $10 million to $50 million.
The Harvey Law Firm, P.C. represents the Debtor as counsel. Judge
Barbara J. Houser is assigned to the case.
AMERICAN PEGASUS: Court Refuses to Dismiss $9M Clawback Suit
------------------------------------------------------------
Cara Salvatore at Bankruptcy Law360 reported that a Georgia federal
judge on Sept. 23, 2015, refused to dismiss the majority of a $9
million clawback suit against people accused of wrongly profiting
from bankrupt hedge fund American Pegasus SPC, which invested in
subprime car loans, finding most of the dismissal bid was based on
inapplicable technicalities.
The liquidators for Cayman Island-based American Pegasus had sued
Georgia lawyer Marc Celello, his Celello Law Group LLC, The Clear
Skies Holding Co. LLC, and Clear Skies co-owner James Torchia in
Georgia federal court in September 2013.
About American Pegasus SPC
American Pegasus SPC filed for bankruptcy (Chapter 15 N.D. Calif.
Case No. 11-34429) on Dec. 13, 2011. Bankruptcy Judge Thomas E.
Carlson presides over the case.
Joint Official Liquidators Stuart Sybersma and Michael Pearson,
foreign representatives of American Pegasus SPC, estimated in the
Chapter 15 petition that the company has assets of US$10,000,001
to US$50,000,000 and debts of US$100,000,001 to US$500,000,000.
Randy Michelson, Esq., at Michelson Law Group represents Messrs.
Sybersma and Pearson.
APOLLO MEDICAL: Network Medical Owns 31.4% Stake as of Oct. 14
--------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Network Medical Management, Inc. disclosed that as of
Oct. 14, 2015, it beneficially owns 2,222,222 shares of common
stock of Apollo Medical Holdings, Inc., representing 31.4 percent
of the shares outstanding. A copy of the regulatory filing is
available for free at http://is.gd/ISPAfL
About Apollo Medical
Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.
Apollo Medical reported a net loss attributable to the Company of
$1.8 million on $32.9 million of net revenues for the year ended
March 31, 2015, compared to a net loss attributable to the Company
of $5 million on $10.5 million of net revenues for the year ended
Jan. 31, 2014.
As of June 30, 2015, the Company had $13.26 million in total
assets, $16.99 million in total liabilities and total stockholders'
deficit of $3.73 million.
ARCH COAL: Fitch Affirms 'C' Issuer Default Rating
--------------------------------------------------
Fitch Ratings has taken the following rating actions on Arch Coal,
Inc. (Arch Coal; NYSE: ACI) in connection with the expiration of
the company's debt exchange offers:
-- Issuer Default Rating (IDR) affirmed at 'C';
-- Senior secured revolving credit facility downgraded to
'CCC-/RR2' from 'B-/RR2';
-- Senior secured term loan downgraded 'CCC-/RR2' from 'B-/RR2';
-- Second lien secured notes affirmed at 'C/RR6';
-- Senior unsecured notes affirmed at 'C/RR6'.
Roughly $5.4 billion in principal amount of debt and commitments
are affected by this action.
The downgrade reflects Fitch's view that a bankruptcy is more
likely following the expiration of the exchange offers without
executing a distressed debt exchange.
Fitch believes Arch's current capital structure is unsustainable
and that restructuring is necessary. Failure to execute a
restructuring outside of court would likely result in bankruptcy.
KEY RATING DRIVERS
UPDATED RECOVERY ANALYSIS
Fitch's analysis is based on a going concern enterprise value of
nearly $2.2 billion derived from a $400 million EBITDA and a 5.5x
multiple. Fitch assumes administrative claims will be 10% and that
concessions will be 5% of the enterprise value. Under this
valuation, the first lien senior secured debt, including an
estimate of $122.8 million drawn under the $250 million revolver,
has superior recovery given default at 89%.
As outlined below in Key Assumptions, Fitch is assuming a fairly
slow recovery even though the coal price slide began in earnest in
2012. As such, Fitch does not forecast EBITDA to reach $400 million
through 2017 but believes $400 million reflects a conservative
long-term estimate. At an EBITDA assumption of $330 million, the
senior secured debt has a superior recovery at 73%.
A substantial portion of domestic coal production is in
restructuring. Alpha Natural Resources, Inc., Walter Energy, Inc.,
James River Coal Company, and Patriot Coal Corporation, together,
accounted for about 13% of U.S. coal production in 2013 and Arch
accounted for an additional 13%. Recently, coal assets have changed
hands at very distressed values comprising little or no cash given
the need to invest in capital and fund reclamation expenditures as
well as legacy pension and other postretirement liabilities.
In contrast to other restructuring companies, Arch benefits from
relatively low exposure to employee legacy liabilities and as of
December 31, 2015, only six of its 5,000 employees belong to a
union. Self-bonding of $458.5 million, $177.7 million surety bonds,
and $3.5 million in secured letters of credit support reclamation
obligations as of Dec. 31, 2014. These would need to be assumed or
replaced in the event of asset sales or an acquisition.
KEY ASSUMPTIONS
-- Production, costs, and capital expenditures within guidance
range for 2015;
-- Coal prices bottom out in 2015 with scant recovery thereafter;
-- No asset sales proceeds are assumed.
DOMESTIC WEAKNESS/GLOBAL OVERSUPPLY
Steam coal demand in the U.S. is currently suffering from heavy
competition from very low natural gas prices, supply has been
disciplined, but stocks are on the high side and prices are soft.
Lack of new coal fired power plant builds and shuttering obsolete
plants is expected to result in a 10-15% decline in coal production
over the medium term. The U.S. steel industry is currently
suffering from import competition which weighs on domestic
metallurgical (met) coal consumption.
Globally, both met and steam coal markets are in excess supply and
prices are weak. Coal producers have been running for cash with a
focus on reducing costs which has delayed price recovery. In
particular, Fitch believes the hard coking coal bench mark price
could average about $95/tonne (t) and the Newcastle steam coal
benchmark could be below $60/t over the next 12 months versus
current prices of $89/t and $67.80/t respectively. U.S. exports,
which peaked at 125 million tons in 2011, are challenged by rail
transport to port and the strong U.S. dollar. Fitch expects U.S.
exports to drop back into the 50 million ton range over the medium
term.
COMPANY PROFILE
Arch Coal benefits from large, well-diversified operations and good
control of low-cost production. Globally, Arch is the sixth largest
coal producer based on volumes. The company sold 134 million tons
of coal in 2014. As of June 30, 2015, roughly 97% of expected 2015
steam coal production volumes are committed and priced. Assuming no
change in sales volume for 2016, about 47% of steam tons are
committed and priced. The company has the third largest coal
reserve position in the U.S. at 5.1 billion tons.
RATING SENSITIVITIES
Negative: Future developments that may, individually or
collectively, lead to negative rating action include:
-- Failure to pay debt service within grace periods
and or bankruptcy filing would result in a
downgrade of the IDR to D.
Positive: Future developments that may lead to a positive rating
action include:
-- Significant reduction of debt and interest expenses
could result in an upgrade.
LIQUIDITY AND DEBT STRUCTURE
LIQUIDITY
At June 30, 2015, cash on hand was $440 million, short-term
investments were $250 million, and $123 million was available under
the company's credit facilities. The $200 million accounts
receivable facility has a stated maturity in December 2017. The
$250 million revolving credit facility matures in June 2016.
Revolver covenants include a maximum net senior secured leverage
ratio of 5:1 from June 30, 2015 with step-downs thereafter and a
minimum liquidity of $550 million through Dec. 30, 2015. Fitch
expects cash and short-term investments to provide sufficient
liquidity through 2017.
Fitch estimates the following near term payments:
-- $29 million quarterly term loan principal and interest
due on Dec. 31, 2015 and March 31, 2016;
-- $18 million semi-annual coupon on the $500 million
7.25% notes due on April 1, 2016;
-- $89.7 million aggregate semi-annual coupons on the
$1 billion 7% notes, the $375 million 9.875% notes
and the $1 billion 7.25% notes due on Dec. 15, 2015;
-- $14 million semi-annual coupon on the $350 million
8% notes due on Jan. 15, 2016.
FREE CASH FLOW BURN
Cash burn is expected to continue absent substantial recovery in
met coal prices. Under the current capital structure, guidance for
cash interest expense is $360 million to $370 million and for
capital expenditure is $130 million to $140 million for 2015. Fitch
expects cash burn of at least $200 million per year through 2017.
CAPITAL STRUCTURE
Arch's actions to preserve liquidity since 2012 coupled with three
years of losses have resulted in a debt/capital ratio at 77% and a
secured debt/EBITDA ratio of more than 7x.
Estimated current scheduled maturities of debt are $34.4 million in
2015, $29.9 million in 2016, $30.1 million in 2017, $1.9 billion in
2018, $1.7 billion in 2019 and $1.5 billion thereafter. The bulk of
the 2018 maturity consists of the senior secured term loan due
2018.
ATLANTIC & PACIFIC: BX&M Food to Buy Belleville Store for $486K
---------------------------------------------------------------
An affiliate of Great Atlantic & Pacific Tea Company Inc. has
entered into a deal with BX&M Food Corp., which offered $486,000 to
buy the assets used in operating its store in Belleville, New
Jersey.
The assets include a lease on the store run by A&P Real Property
LLC under the Food Basics name.
The companies signed the deal following a two-day auction held
earlier this month where BX&M emerged as the winning bidder. BX&M
beat out rival bidder Lemes Supermarket Limited Liability Co.
BX&M President Miguel Luna said in a court filing that the company
plans to operate a grocery store under the Fine Fare banner.
The agreement is subject to approval by the U.S. Bankruptcy Court
for the Southern District of New York, which oversees A&P's Chapter
11 case.
The proposed sale drew opposition from the landlord Oster
Belleville Properties LLC, which demanded A&P to set a date on
which it will receive payment of the so-called "cure amounts."
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
The Debtor disclosed total assets of $601,441,108 and total
liabilities of $1,984,459,086 as of the Petition Date.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
The U.S. Trustee for Region 2 appointed seven creditors to serve on
the official committee of unsecured creditors. Pachulski Stang
Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as
serves as its financial advisors and bankruptcy consultants.
Elise S. Frejka was appointed as consumer privacy ombudsman.
ATLANTIC & PACIFIC: Fransula Offers $6.79M to Buy 3 Stores
----------------------------------------------------------
An affiliate of Great Atlantic & Pacific Tea Company Inc. has
entered into three separate agreements with Fransula Foods LLC for
the sale of its assets.
Under the agreements, Fransula Foods will purchase A&P Real
Property LLC's assets for a total of
$6.79 million. The assets include leases on two A&P stores in
Paterson and Passaic, New Jersey, and a store located in Brooklyn,
New York.
Fransula Foods won the auction for the assets conducted earlier
this month, beating out rival bidders Key Food Stores Co-Operative
Inc., Ocean Norse Realty LLC and a certain Ruben Luna.
The agreements are subject to approval by U.S. Bankruptcy Judge
Robert Drain who oversees A&P's Chapter 11 case.
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
The Debtor disclosed total assets of $601,441,108 and total
liabilities of $1,984,459,086 as of the Petition Date.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
The U.S. Trustee for Region 2 appointed seven creditors to serve on
the official committee of unsecured creditors. Pachulski Stang
Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as
serves as its financial advisors and bankruptcy consultants.
Elise S. Frejka was appointed as consumer privacy ombudsman.
ATLANTIC & PACIFIC: Judge Overrules Union County Sale Objection
---------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. received court
approval to sell the furniture, fixture and equipment it used in
operating its store located along North Stiles Street, in Linden,
New Jersey.
The order, issued by U.S. Bankruptcy Judge Robert Drain, overruled
an objection from Union County Realty Group LLC, which demanded the
company to pay $3.22 million in damages.
In its objection, Union County said the company should not be
permitted to sell the assets unless it pays the landlord's claims,
which include $2.1 million in damages from an unpaid loan.
Union County argued that it has a contractual right of attachment
to the assets under a 1991 lease agreement.
Great Atlantic defended the sale, saying "there are no FF&E that
the landlord could attach" since all of them are encumbered by the
security interests of its pre-bankruptcy secured lenders.
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
The Debtor disclosed total assets of $601,441,108 and total
liabilities of $1,984,459,086 as of the Petition Date.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
The U.S. Trustee for Region 2 appointed seven creditors to serve on
the official committee of unsecured creditors. Pachulski Stang
Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as
serves as its financial advisors and bankruptcy consultants.
Elise S. Frejka was appointed as consumer privacy ombudsman.
ATLANTIC & PACIFIC: Selling 3 Stores for $2M to Mamaroneck, et al.
------------------------------------------------------------------
An affiliate of Great Atlantic & Pacific Tea Company Inc. has
entered into three separate agreements for the sale of its assets.
The agreements call for the sale of A&P Real Property LLC's assets
to CW A&P Mamaroneck LLC, Shanghai Enterprises LLC, and Navesink
Center LLC, including its leases on three stores.
A&P will receive $928,000 from Shanghai Enterprises for assets used
in operating its store in Hastings, New York. Meanwhile, the
company received a $66,000 offer from CW A&P for its store located
in Mamaroneck, New York. The third buyer offered $425,000 for
assets that A&P used to operate its store in Navesink, New Jersey.
All three transactions need approval from the U.S. Bankruptcy Court
for the Southern District of New York, which oversees A&P's
bankruptcy case.
Meanwhile, A&P Live Better LLC, another Great Atlantic affiliate,
is selling its assets to Oster Fairlawn Properties LLC for
$775,000. The assets include the company's lease on a store
located along Maple Avenue, in Fair Lawn, New Jersey.
All four buyers emerged as the winning bidders at an auction held
on Oct. 8, according to court filings.
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
The Debtor disclosed total assets of $601,441,108 and total
liabilities of $1,984,459,086 as of the Petition Date.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
The U.S. Trustee for Region 2 appointed seven creditors to serve on
the official committee of unsecured creditors. Pachulski Stang
Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as
serves as its financial advisors and bankruptcy consultants.
Elise S. Frejka was appointed as consumer privacy ombudsman.
AZURE MIDSTREAM: Moody's Lowers CFR to B3, Outlook Negative
-----------------------------------------------------------
Moody's Investors Service downgraded Azure Midstream Energy LLC's
Corporate Family Rating to B3 from B2, Probability of Default
Rating (PDR) to Caa1-PD from B3-PD, senior secured term loan rating
to B3 from B2, and the senior secured revolving credit facility
rating to Ba3 from Ba2. At the same time, Moody's also changed
Azure's Speculative Grade Liquidity Rating to SGL-4 from SGL-2.
The outlook was changed to negative from stable.
"The downgrades reflect our view that Azure will continue to
experience throughput volumes materially below minimum contracted
levels through 2016, reflecting curtailed drilling activity of its
two primary customers," said John Thieroff, Moody's VP-Senior
Analyst. "While the company is compensated for throughput
deficiencies, the delayed nature of these payments along with the
likelihood of reduced availability under its revolving credit
facility in 2016 and required annual term loan amortization of $27
million strain the company's liquidity and threatens the company's
ability to execute on its dropdown strategy."
Issuer: Azure Midstream Energy LLC
Ratings Downgraded:
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Senior Secured Term Loan Rating, Downgraded to B3 (LGD 3) from
B2 (LGD 3)
Senior Secured Revolving Credit Facility, Downgraded to Ba3
(LGD 1) from Ba2 (LGD 1)
Ratings Changed:
Speculative Grade Liquidity Rating, Changed to SGL-4 from SGL-2
Outlook Actions:
Outlook, Changed to Negative from Stable
RATINGS RATIONALE
Azure's B3 Corporate Family Rating reflects its relatively small
scale and concentrated operations in the Haynesville Shale, a gas
producing region that has seen significant curtailments and reduced
drilling activity in a weak natural gas pricing environment. EXCO
Resources, Inc. (Caa1, negative) and BG Energy Holdings, Ltd (A2,
ratings under review for upgrade) make up a high proportion of
Azure's total throughput and revenues; with both companies face
potential capital budgeting uncertainties in the near term.
Offsetting some of these concentration risks and exposure to
natural gas, Azure benefits from fee-based and fixed margin
contracts that eliminate direct commodity price exposure. However,
reliance on deficiency payments through at least 2016 to offset
production declines from contracted acreage threatens Azure's
ability to execute and fund future acquisitions and expansion
projects that could provide needed scale and potentially geographic
diversification.
The SGL-4 rating reflects Moody's expectation of weak liquidity
through 2016 with $5 million of cash on hand as of September 30,
2015 and $30 million available under its $40 million senior secured
revolving credit facility. Although Azure currently can borrow the
full stated capacity under its revolver, the facility is governed
by financial covenants that will effectively restrict availability
in the future based on covenant compliance headroom. "We expect
availability to become reduced to $15 million or lower throughout
much of 2016 as our projection for debt to EBITDA covenant
compliance through that period shows tight coverage of the 2016
requirement of 4.5x. Current covenant levels are 5.0x debt to
EBITDA, stepping down to 4.5x in the first quarter of 2016, and
EBITDA to interest coverage of 2.5x," Moody's said.
Required amortization on the term loan is $6.875 million per
quarter, with final maturity in November 2018. The revolver
matures in November 2017. The payment structure for deficiency
payments on Azure's minimum revenue and minimum volume commitments,
in which producers make a deficiency payment for delivering below
the committed volumes, further constrains liquidity. These
payments are made annually, in arrears, creating an uneven
distribution of cash flow throughout the year; deficiency payments
are expected to total about $20 million for 2015.
The senior secured revolving credit facility is rated Ba3, three
notches above the CFR, because although the revolver and senior
secured term loan B share a first lien on the company's assets, the
revolver has first priority repayment ahead of the term loan and
also enjoys a significant loss absorption cushion afforded by the
senior secured term loan B. The small size of the revolver's
priority claim is not large enough to result in a notching down of
the term loan under Moody's Loss Given Default (LGD) Methodology,
thus the term loan is rated the same as the B3 CFR. Since the
entire capital structure includes only bank debt, a 65% recovery
rate was used in applying LGD.
The negative outlook reflects the risk of further erosion in
Azure's liquidity in a potentially prolonged downturn in drilling
activity and corresponding production volumes in the Haynesville
Shale. The CFR could be downgraded if EBITDA to debt service
(including required term loan amortization) is expected to fall
below 1.0x or available liquidity is less than $10 million.
Although unlikely in 2016, an upgrade would be considered if
throughput rise and approach minimum required volumes, EBITDA to
debt service is sustained above 2x, and liquidity is adequate.
The principal methodology used in rating Azure was Global Midstream
Energy published in December 2010.
Azure Energy LLC is a Dallas, Texas-based private midstream company
engaged in natural gas gathering, compression, treating,
processing, transportation, and marketing in the Haynesville Shale.
In addition to owning specific gathering systems, the company owns
the 2% general partner interest and 90% of the incentive
distribution rights in Azure Midstream Partners, LP (unrated), a
publicly traded midstream MLP.
BATTLE CREEK: Eric R. Robbins Approved as Special Consultant
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Battle Creek Conservation Ventures LLC to employ Eric R.
Robbins as special consultant with respect to certain water rights
which may be held by the Debtor in connection with the real
property commonly known as Jellys Ferry Road, in Red Bluff,
California.
As reported by The Troubled Company Reporter on Oct. 15, 2015, Mr.
Robbins will assist the Debtor in investigation the extent,
retention and transferability of any water rights that run with the
property, well as determining the value and marketability of the
rights.
According to the Debtor, the appointment of Mr. Robbins will enable
it to identify a potentially valuable asset for the benefit of
creditors.
Mr. Robins will be compensated at an hourly rate of $345.
Mr. Robbins will not be seeking payment from the Debtor's estate as
compensation for its services. Mr. Robbins will be paid from
non-estate, general partnership funds and payment thereof will not
require Court's further approval.
To the best of the Debtor's knowledge, Mr. Robins is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Battle Creek Conservation
Battle Creek Conservation Ventures, LLC, commenced a Chapter 11
bankruptcy case (Bankr. C.D. Cal. Case No. 15-11683) on May 13,
2015. Judge Maureen Tighe presides over the case. The Debtor
estimated assets of $11 million and total liabilities of $9.3
million.
BELK INC: Moody's Assigns 'B2' CFR & Rates 1st Lien Loan 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned first-time Corporate Family
Rating of B2 and Probability of Default Rating of B2-PD to Belk,
Inc. Moody's also assigned a B2 rating to the company's proposed
$1.6 billion first lien term loan B due 2022. The rating outlook
is stable.
Proceeds from the new first lien term loan B along with around $158
million borrowings on a new $800 million asset backed revolver
maturing 2020 (unrated), $550 million second lien term loan B due
2022 (unrated) and $685 million sponsor equity will be used to
finance the leveraged buyout of Belk by private equity firm
Sycamore Partners for a total consideration of around $3 billion.
The transaction is expected to close during the fourth quarter of
calendar 2015.
Ratings Assigned:
Issuer: Belk, Inc.
Corporate Family Rating -- B2
Probability of Default Rating -- B2-PD
$1.6 Billion First Lien Term Loan B due 2022 -- B2 (LGD3)
Outlook – Stable
The assigned ratings are subject to review of final documentation
and no material change in the size, terms and conditions of the
transaction as advised to Moody's.
RATINGS RATIONALE
Belk's B2 Corporate Family Rating reflects its high leverage
following the leveraged buyout by Sycamore Partners. Pro forma for
the proposed transaction, which is expected to close during the
fourth quarter of 2015, leverage (Moody's adjusted debt to EBITDA)
will be around 5.5x and interest coverage (Moody's adjusted EBITA
to interest expense) around 1.7x. The rating also incorporates
Belk's good liquidity with stable cash flow generation and access
to its new $800 million asset based revolving credit facility.
The rating is constrained by Belk's regional concentration in the
southeastern US region and modest scale in the US department store
sector, which is a highly challenged sector of the retail industry.
50% of Belk's stores are located in three states (North Carolina,
Georgia and South Carolina). However, Belk has a long history of
engaging its loyal customer base and proven execution ability to
increase sales despite negative secular trends. The rating also
incorporates our expectations of more aggressive financial
initiatives under the new private equity ownership.
The stable rating outlook assumes Belk will continue to be a
leading regional department store and grow earnings from recent
investments made in growth initiatives and targeted cost savings.
The stable outlook also incorporates our view that the company will
maintain a good liquidity profile and operate with leverage in the
low 5x range.
Ratings could be upgraded if Belk continues to drive same store
sales growth despite negative trends in the department store sector
while demonstrating the ability and willingness to reduce debt
levels such that debt to EBITDA is maintained below 5x and EBITA to
interest expense above 2x. An upgrade would also require
demonstrated commitment to balanced creditor and shareholder
interests.
Ratings could be downgraded if Belk were to experience negative
same store sales or if operating margins fell further such that
liquidity materially deteriorates. Quantitatively, ratings could
be lowered if debt to EBITDA approaches 6x. A leveraging
shareholder-friendly event could lead to negative ratings
pressure.
Headquartered in Charlotte, North Carolina, Belk, Inc. operates 296
stores in 16 states primarily in Southeastern states. The company
generated revenue of around $4.15 billion during the LTM period
ending 8/1/2015. The company announced it will be acquired by
Sycamore Partners in a transaction valued at approximately $3
billion, expected to close during the fourth quarter of 2015.
The principal methodology used in these ratings was Global Retail
Industry published in June 2011.
BELK INC: S&P Assigns 'B+' CCR, Rates New $1.6BB 1st Lien Loan 'B+'
-------------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' corporate credit
rating to the Charlotte, N.C.-based regional department store
operator Belk Inc. The outlook is stable.
At the same time, S&P assigned a 'B+' issue-level rating to the
company's proposed $1.6 billion secured first-lien term loan B
facility due 2022 with a recovery rating of '3', indicating S&P's
expectation for meaningful recovery for lenders in the event of a
payment default or bankruptcy. S&P's recovery expectations are in
the higher half of the 50% to 70% range.
The rating on Belk reflect the company's smaller scale in the
competitive department store sector and its track record to
effectively compete in its regional markets. The rating also
reflects S&P's forecast for adjusted debt leverage in the mid-4x
range, FFO to total adjusted debt in the mid-teens area following
the buyout transaction, and S&P's assessment of the future risk of
a potential leveraging event by the equity sponsors. In recent
years the company has grown primarily through organic growth,
operational improvement, and the expansion and investment in its
omnichannel capabilities. S&P expects all of these trends to
continue over the next 12 to 24 months.
Belk participates in the highly competitive department store
segment and is a regional operator with core operations in states
such as North Carolina, South Carolina, Georgia, and surrounding
areas. S&P's assessment of Belk's business risk incorporate its
view of the company's relatively small size compared with large
peers such as Macy's, good brand recognition in its core markets,
and a track record of competing effectively against national and
other regional department stores, with merchandise tailored for its
core customers and a greater offering of private labels and
exclusive brands. In addition, the company has started to expand
its e-commerce and omnichannel presence in recent years, helping
boost revenue growth and profitability levels, a trend S&P expects
to continue.
The stable outlook on Belk reflects S&P's expectation for a
continued modest improvement in operating performance leading to
credit metrics that will only slightly improve. "We believe the
company's continued focus on its core Southern customers will
provide steady operating performance while further investment in
omnichannel capabilities will help drive mid-single-digit revenue
growth," said Standard & Poor's credit analyst Mathew Christy.
"Still, we forecast credit protection measures will only strengthen
slightly given the company's meaningful debt load following the
buyout transaction."
The stable outlook also incorporates Standard & Poor's view that
debt-financed dividends are possible in the future.
BISON PROPERTIES: Claims Bar Date Set for November 30
-----------------------------------------------------
The Supreme Court of British Columbia set Nov. 30, 2015, at 5:00
p.m. (Vancouver Time) as the last day for person to file proofs of
claim against Bison Properties Ltd.
A proof of claim package can be obtained from Ernst & Young Inc.'s
webpage at http://www.ey.com/ca/oakbaybeachhotelor by contacting
the E&Y at:
Ernst & Young Inc.
Court-appointed Receiver of Bison Properties Ltd.
Attention: Jason Oliveri
700 West Georgia Street
P.O. Box 10101
Vancouver, British Columbia V7Y 1C7
Tel: (604) 891-8493
Fax: (604) 899-3530
Email: jason.oliveri@ca.ey.com
Bison Properties Ltd was place into receivership by order of the
Supreme Court of British Columbia on Dec. 3, 2014.
BLACK ELK: Court OKs Use of Cash Collateral in October
------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, authorized the interim use of
cash collateral by Black Elk Energy Offshore Operations, LLC,
through Oct. 28, 2015. Judge Isgur had previously granted interim
use of the cash collateral to the Debtor through Oct. 13, 2015.
The United States, on behalf of the United States Department of the
Interior ("Interior"), filed an objection. The Interior
acknowledges that the Debtor needs to use cash collateral in order
to comply with its environmental obligations and continue to
perform, or contract with other third parties to perform, its
contractual and regulatory decommissioning obligations. The
Interior, however, notes that the Debtor has repeatedly failed to
provide for the itemized amounts being reserved for payment of Oil
Spill Response Plan Retainers ("Itemization Requests") in its cash
collateral budgets despite representations that they would be
included.
The Debtor has submitted an amended cash collateral budget, which
included the Itemization Requests. The Court ordered Liberty
Mutual Insurance Company to release $228,000 from its collateral to
the Debtor by wire transfer. The Court authorized Liberty Mutual
to use their presently held cash collateral, in excess of the
released $228,000, to pay the bond premium to itself. The Court
further authorized the Debtor to pay Island Operating Company on or
about Oct. 27, 2015 for work to be performed during the week of
Oct. 26, 2015.
Black Elk Energy Offshore Operations, LLC is represented by:
Pamela Gale Johnson, Esq.
BAKER & HOSTETLER, LLP
811 Main Street, Suite 1100
Houston, TX 77002-6111
Telephone: (713)751-1600
Facsimile: (713)751-1717
E-mail: pjohnson@bakerlaw.com
- and -
Elizabeth A. Green, Esq.
Jimmy D. Parrish, Esq.
BAKER & HOSTETLER, LLP
SunTrust Center, Suite 2300
200 South Orange Avenue
Orlando, FL 32801-3432
Telephone: (407)649-4000
Facsimile: (407)841-0168
E-mail: egreen@bakerlaw.com
jparrish@bakerlaw.com
- and -
Jorian L. Rose, Esq.
BAKER & HOSTETLER, LLP
45 Rockefeller Plaza
New York, NY 10111-0100
Telephone: (212)589-4200
Facsimile: (212)589-4201
E-mail: jrose@bakerlaw.com
The United States, on behalf of the United States Department of the
Interior, is represented by:
Ruth A. Harvey, Esq.
Margaret M. Newell, Esq.
E. Kathleen Shahan, Esq.
Eunice Rim Hudson, Esq.
UNITED STATES DEPARTMENT OF JUSTICE
P.O. Box 875
Ben Franklin Station
Washington, D.C. 20044-0875
Telephone: (202)307-0249
About Black Elk Energy Offshore
Black Elk Energy Offshore Operations, LLC, is a Houston, Texas
based privately held limited liability company engaged in the
acquisition, exploitation, development and production of oil and
natural gas properties primarily in the shallow waters of the Gulf
of Mexico near the coast of Louisiana and Texas.
Black Elk had total assets of $340 million and total debt of $432
million as of Sept. 30, 2014.
Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern
District of Texas placed Black Elk under Chapter 11 bankruptcy
protection on Sept. 1, 2015, converting an involuntary Chapter 7
bankruptcy petition by its creditors. Thereafter, the Company
filed with the Court a voluntary Chapter 11 petition (Bankr. S.D.
Tex. Case No. 15-34287) on Sept. 10, 2015.
Judge Paul later recused herself from the case and the matter was
given to Judge Marvin Isgur, according to information posted on the
case docket on Sept. 14.
The Debtor is represented by Elizabeth E. Green of Baker &
Hostetler. Blackhill Partners' Jeff Jones is the Debtor's Chief
Restructuring Officer.
CACHE INC: Judge Won't Convert Bankruptcy Case to Chapter 7 Yet
---------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that a Delaware
bankruptcy judge declined to convert defunct clothier Cache Inc.'s
case to a Chapter 7 over accusations it left more than 800
ex-employees potentially on the hook for medical bills by not
transferring paycheck withdrawals to the insurer, but said she
would revisit the issue in October.
During a hearing in Wilmington, U.S. Bankruptcy Judge Mary F.
Walrath said that no good would come right now from converting
Cache's case to a Chapter 7 liquidation, and directed the parties
to return in October.
About Cache, Inc
Cache, Inc., operates 236 women's apparel specialty stores under
the trade name "Cache." On Dec. 4, 2014, New York-based Cache
announced that it has received an inquiry from a third party
regarding a potential sale of the Company.
Cache, Inc., and its two affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No.15-10172) on Feb.
4, 2015. The case is assigned to Judge Mary F. Walrath.
The Debtors are represented by Laura Davis Jones, Esq., Peter J.
Keane, Esq., and Colin R. Robinson, Esq., at Pachulski Stang
Ziehl& Jones LLP, in Wilmington, Delaware. The Debtors'
restructuring advisors is FTI Consulting Inc., while their
investment banker and financial advisor is Janney Montgomery Scott
LLC. Thompson Hine represents the Debtors in corporate and
securities matter, while Jackson Lewis P.C. represents the Debtors
in employment matters.
The Debtors' communications services provider is Epiq Systems,
Inc., while their noticing and claims management services provider
is Kurtzman Carson Consultants. A&G Realty Partners, LLC, serves
as
the Debtors' real estate consultants.
The Debtors had total assets of $53.7 million and total liabilities
of $51.1 million as of Sept. 27, 2014. In its schedules, the Debtor
disclosed $38,793,006 in assets and $84,113,066 in liabilities.
The U.S. Trustee for Region 3 has appointed seven members to the
Official Committee of Unsecured Creditors in the Debtors' case. The
Committee retained Bayard, P.A., as local Delaware counsel, and
Otterbourg P.C. as lead bankruptcy counsel.
CAESARS ENTERTAINMENT: Has Until March 15 to Control Bankruptcy
---------------------------------------------------------------
ABI.org reported that Caesars Entertainment's bankrupt operating
unit can keep exclusive control over its bankruptcy until March 15,
Bankruptcy Judge Benjamin Goldgar ruled on Oct. 21, 2015.
In a separate report, Jessica Corso at Law360 reported that
Kirkland & Ellis LLP should be barred from investigating debtor
Caesars Entertainment Operating Co. Inc.'s parent, junior
noteholders told an Illinois bankruptcy court Wednesday, saying
they dug up evidence the firm was hiding its conflicting objectives
in the case.
Though the junior noteholders committee did not ask to fully
disqualify Kirkland, preventing the firm from pursuing non-debtor
Caesars Entertainment Corp. over a series of allegedly fraudulent
asset transfers would substantially limit Kirkland's ability to
recover funds for the estate.
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.
CATASYS INC: Shamus LLC Reports 18.3% Stake as of Oct. 16
---------------------------------------------------------
David E. Smith disclosed in an amended Schedule 13D filed with the
Securities and Exchange Commission that as of Oct. 16, 2015, he
beneficially owns 10,243,619 shares of common stock of Catasys,
Inc., representing 18.6 percent of the shares outstanding.
Shamus, LLC also reported beneficial ownership of 10,111,974 common
shares of the Company representing 18.3 percent of the shares
outstanding.
On Oct. 16, 2015, Shamus purchased 956,667 shares of common stock
from Catasys in a private placement at $0.30 per share. The source
of funds used by Shamus for that purchase was working capital,
including from funds provided by Mr. Smith.
As the sole member of Shamus, The Coast Fund L.P. may be deemed to
beneficially own all Common Stock beneficially owned by Shamus.
Similarly, as the managing general partner of the Coast Fund, Coast
Offshore Management may be deemed to beneficially own all Common
Stock beneficially owned by the Coast Fund.
As the president of Coast Offshore Management, Mr. Smith may be
deemed to beneficially own all Common Stock beneficially owned by
Coast Offshore Management, Coast Fund and Shamus.
A copy of the regulatory filing is available for free at:
http://is.gd/5NxZ1o
About Catasys Inc.
Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.
Catasys reported a loss of $27.3 million on $2.03 million of
healthcare services revenues for the 12 months ended Dec. 31, 2014,
compared to a loss of $4.67 million on $754,000 of healthcare
services revenues for the 12 months ended Dec. 31, 2013.
As of June 30, 2015, the Company had $1.91 million in total assets,
$7.17 million in total liabilities and a total stockholders'
deficit of $5.26 million.
Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has continued
to incur significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2014. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
COLT DEFENSE: Lewis Tool Balks at Sale of Intellectual Property
---------------------------------------------------------------
Matt Chiappardi reported that firearms manufacturer Lewis Tool &
Machine Co. took issue on Oct. 21, with iconic gunsmith Colt
Defense's potential sale plans in Delaware bankruptcy court,
contending that any of its intellectual property in Colt's
possession should be excluded from the transaction and its right to
lodge infringement actions preserved.
In its objection, Lewis argued that any order that would authorize
a sale of assets of Colt Defense LLC or any of its affiliates
should specifically exclude Lewis' patents related to rifle bolt
assemblies.
BankruptcyData also reported that Lewis Machine objection asserts,
"It is black letter law that a debtor is only able to settle those
assets that it itself owns, and that a debtor cannot sell assets
that it merely possesses. Therefore, in this case, the Debtors are
not able to sell any of the Lewis IP to any successful bidder
through the sale process established in the Sale Motion….
In addition, Lewis objects to the Sale Motion to the extent the
Debtors are seeking to sell assets free and clear of Lewis'
post-sale claims against any buyer for buyer's own infringement of
the Lewis IP."
Jonathan Randles at Bankruptcy Law360 reported that Colt Defense
said on Oct. 21, 2015, that it canceled an auction for the gun
maker's assets after it didn't receive any qualified bids before a
deadline last week, putting the company on track for a stand-alone
restructuring to handle $250 million in bond debt.
Colt said in court papers that it did not go forward with a
scheduled auction because the company did not receive a qualified
bid prior to an Oct. 16 deadline.
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 Bankuptcy
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.
Colt Defense LLC on Oct. 9 disclosed that it has taken a
significant step toward completion of its restructuring and exit
from chapter 11 by filing a plan of reorganization and a disclosure
statement with the U.S. Bankruptcy Court for the District of
Delaware.
The Plan and disclosure statement are consistent with the terms of
a restructuring support agreement among Colt, holders of over 60%
of Colt's outstanding 8.75% Senior Notes due 2017, Sciens Capital,
and the landlord under the lease for the Company's West Hartford,
Connecticut manufacturing facility and corporate headquarters.
Under the Plan, Colt will receive $50 million in new capital from
certain of the Supporting Noteholders and Sciens Capital, which
will allow the Company to execute its business plan and emerge from
chapter 11. The Plan secures options for the Company to continue
operations in West Hartford, Connecticut on a long-term basis. The
Plan and disclosure statement also include the terms on which the
Company's secured lenders, including Morgan Stanley Senior Funding,
Inc., have agreed to refinance their prepetition and postpetition
loans through new secured exit facilities to be issued on the Plan
effective date.
COMDISCO HOLDING: Nov. 23 Hearing Date Set for Settlement Motion
----------------------------------------------------------------
Comdisco Holding Company, Inc. on Oct. 27 disclosed that on October
22, 2015, the United States Bankruptcy Court for the Northern
District of Illinois Eastern Division set a hearing date of
November 23, 2015 to consider whether to approve the motion filed
on October 6, 2015 by the Comdisco Litigation Trustee. As
previously announced on October 9, 2015, the Motion seeks the entry
of an order by the Bankruptcy Court to (i) approve a proposed
settlement with the remaining defendants who had executed
promissory notes in connection with Comdisco, Inc.'s Shared
Investment Plan, (ii) approve the filing of the final report of the
Litigation Trustee and (iii) upon the wind-up of the Comdisco
Litigation Trust and final disbursement of its net proceeds to the
beneficiaries of the Litigation Trust, terminate the Litigation
Trust and discharge the Litigation Trustee and the Comdisco
Litigation Trust Advisory Board.
About Comdisco
Comdisco emerged from Chapter 11 bankruptcy proceedings on August
12, 2002. The purpose of reorganized Comdisco is to sell, collect
or otherwise reduce to money in an orderly manner the remaining
assets of the corporation. Pursuant to the Plan and restrictions
contained in its certificate of incorporation, Comdisco is
specifically prohibited from engaging in any business activities
inconsistent with its limited business purpose. Accordingly,
within the next few years, it is anticipated that Comdisco will
have reduced all of its assets to cash and made distributions of
all available cash to holders of its common stock and contingent
distribution rights in the manner and priorities set forth in the
Plan. At that point, the company will cease operations. The
company filed on August 12, 2004 a Certificate of Dissolution with
the Secretary of State of the State of Delaware to formally
extinguish Comdisco Holding Company, Inc.'s corporate existence
with the State of Delaware except for the purpose of completing the
wind-down contemplated by the Plan. Under the Plan, Comdisco was
charged with, and has been, liquidating its assets.
COMDISCO INC: November 23 Hearing for Litigation Settlement
-----------------------------------------------------------
The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois will hold a hearing on Nov. 23, 2015,
at 11:30 a.m., at Courtroom 682, Everett McKinley Dirksen
Courthouse, 219 S. Dearborn St. in Chicago, Illinois, to consider
approval of the motion filed by John W. Costello, trustee for the
Comdisco Litigation Trust, to:
i) approve a proposed settlement with the remaining defendants
who had executed promissory notes in connection with Comdisco,
Inc.'s Shared Investment Plan;
ii) approve the filing of the final report of the Litigation
Trustee; and
iii) upon the wind-up of the Comdisco Litigation Trust and final
disbursement of its net proceeds to the beneficiaries of the
Litigation Trust, terminate the Litigation Trust and discharge the
Litigation Trustee and the Comdisco Litigation Trust Advisory
Board.
Objections, if any, are due Nov. 22, 2015, at 4:00 p.m. (CDT).
Objections, notices or request for documents to counsel may be
addressed to:
Locke Lord LLP
111 South Wacker Drive
Chicago, IL 60606
Attention: W. Allen Woolley
Email: allen.woolley@locklord.com
About Comdisco
Comdisco emerged from Chapter 11 bankruptcy proceedings on Aug. 12,
2002. The purpose of reorganized Comdisco is to sell, collect or
otherwise reduce to money in an orderly manner the remaining assets
of the corporation. Pursuant to the Plan and restrictions
contained in its certificate of incorporation, Comdisco is
specifically prohibited from engaging in any business activities
inconsistent with its limited business purpose. Accordingly,
within the next few years, it is anticipated that Comdisco will
have reduced all of its assets to cash and made distributions of
all available cash to holders of its common stock and contingent
distribution rights in the manner and priorities set forth in the
Plan. At that point, the company will cease operations. The
company filed on Aug. 12, 2004 a Certificate of Dissolution with
the Secretary of State of the State of Delaware to formally
extinguish Comdisco Holding Company, Inc.'s corporate existence
with the State of Delaware except for the purpose of completing the
wind-down contemplated by the Plan. Under the Plan, Comdisco was
charged with, and has been, liquidating its assets. While there
have been no changes either to the Plan, or Comdisco's obligations
under it, Comdisco adopted ASU 2013-07, Liquidation Basis of
Accounting as of October 1, 2014 and accordingly, determined that
liquidation was imminent. Therefore, effective Oct. 1, 2014,
Comdisco applied the liquidation basis of accounting on a
prospective basis, and, as such, the results of operations under
liquidation basis of accounting are not comparable to the
historical results under a going concern basis.
DURANGO GEORGIA: Bid to Subordinate PBGC Claim Tossed
-----------------------------------------------------
Bankruptcy Judge John S. Dalis granted the Defendant's motion to
dismiss in the case captioned DURANGO GEORGIA PAPER COMPANY,
DURANGO GEORGIA CONVERTING CORPORATION, and DURANGO GEORGIA
CONVERTING LLC Plaintiffs, v. PENSION BENEFIT GUARANTY CORPORATION
Defendant, Case No. 02-21669, ADVERSARY PROCEEDING NO. 15-02009,
(S.D. Ga.).
The adversary proceeding seeks equitable subordination of PBGC's
claim for termination liability. The PBGC is a corporation within
the U.S. Department of Labor, 29 U.S.C. Section 1302(a), that
administers the federal government's insurance program for private
pension plans under the Employee Retirement Income Security Act of
1974 (ERISA), including pension plan terminations under 29 U.S.C.
Sections 1301-1461.
The PBGC has two disputed claims pending in the bankruptcy case:
Claim No. 1576 and Claim No. 1581. The claims are based on debts
related to the defined benefit pension plan created by the original
owner of a paper mill in St. Marys, Georgia in 1965. As a result of
a stock sale in December 1999, the Debtors acquired the Mill and
became jointly and severally liable under 29 U.S.C. Sec. 1307(e)
(2) for the PBGC pension insurance premiums. This liability is the
basis of Claim No. 1576.
By the time the Debtors' jointly administered bankruptcy cases were
filed in 2002, the Mill had ceased operations. But the Pension Plan
did not terminate until March 1, 2004. As of that date, the
Debtors became jointly and severally liable for the total amount of
unfunded benefit liabilities under 29 U.S.C. Sec. 1362(b) --
Termination Liability -- amounting to possibly as much as $55
million. This liability is the basis of Claim No. 1581.3
The adversary proceeding seeks equitable subordination of the
PBGC's claim for the Termination Liability under 11 U.S.C. Sec.
510(c), asserting that the PBGC not only had every opportunity but
also was requested numerous times to intervene in the Liquidating
Trustee's nearly 11-year adversary proceeding seeking to recover
the amount of the Termination Liability from the Mill's previous
owners.
In the prior adversary proceeding, the Liquidating Trustee alleged,
among other counts, that the Pension Defendants sold the Mill
primarily to avoid the Termination Liability, thereby violating
ERISA, 29 U.S.C. Sections 1362, 1369. Had the Liquidating Trustee
prevailed on the ERISA count -- Pension-Related Claim -- any money
recovered would have offset the more-than-50% dilution in
distributions to all general unsecured creditors, including the
PBGC, if the PBGC's claim for the Termination Liability is allowed
as a general unsecured claim.
But the Liquidating Trustee did not prevail. The Eleventh Circuit
Court of Appeals affirmed the dismissal of the Pension-Related
Claim, holding that it failed to state a claim because it was
brought for the benefit of the unsecured creditors in the
bankruptcy cases, not for the benefit of the PBGC. Durango-Georgia
Paper Co. v. H.G. Estate LLC, 739 F.3d 1263, 1273 (11th Cir.
2014).
In its opinion, the Eleventh Circuit noted that the PBGC itself
could have sued the Pension Defendants for the Termination
Liability, but "declined to do so." That opportunity is now
permanently foreclosed, the six-year statute of limitations having
run.
The dismissal of the Pension-Related Claim had a collateral
consequence as well: the stipulated dismissal of a second adversary
proceeding the Liquidating Trustee had filed in 2009 to ensure the
Pension Defendants' ability to satisfy the anticipated judgment
under ERISA. That second lawsuit sought to avoid the Pension
Defendants' transfer of a $200 million photography collection to
the Metropolitan Museum of Art in New York, alleging that the
transfer was made while the Pension-Related Claim was pending. The
Eleventh Circuit's ruling that the Liquidating Trustee had no
standing to pursue the Pension-Related Claim destroyed the legal
basis of the fraudulent transfer claim; hence, the stipulated
dismissal.
The Liquidating Trustee now alleges that the PBGC's refusal to
either intervene or bring its own action under ERISA against the
Pension Defendants was inequitable conduct that injured the
remaining unsecured creditors, requiring equitable subordination of
the PBGC's claim for the Termination Liability. Alternatively, the
Liquidating Trustee argues that even if the PBGC's refusal to
either intervene or bring its own action was not inequitable
conduct, the resulting injury to the unsecured creditors alone is a
sufficient ground for equitable subordination of the claim.
In his Opinion and Order dated October 5, 2015 available at
http://is.gd/nxsENufrom Leagle.com, Judge Dalis granted the
Defendants' motion to dismiss with prejudice. The fact is that no
one knows what would have happened if the PBGC had either
intervened or brought its own action against the Pension
Defendants. The Liquidating Trustee assumes that the PBGC would
have won and collected on its judgment. That assumption is pure
conjecture, relying on the hypothetical success of a hypothetical
action. The Liquidating Trustee is thus incorrect that the alleged
injury to the unsecured creditors is alone a sufficient ground for
equitable subordination of the PBGC's claim. It must be shown that
the PBGC's conduct was inequitable. What the Liquidating Trustee
has not shown -- and under the circumstances, cannot show -- is a
causal connection between the PBGC's decision not to pursue an
action against the Pension Defendants and the alleged injury to the
other unsecured creditors.
ENERGY FUTURE: Battles in Court on $460M Interest Claim
-------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reported that while lawyers tried to cut deals in the hallway,
Energy Future Holdings Corp. battled in court on Oct. 28 in a bid
to defeat bondholder demands for some $460 million in interest.
According to the report, slightly more than half of the investors
who own a $1.6 billion issue of Energy Future bonds have agreed to
a settlement that gives them about 60% of the interest they claim
they are owed. If the court fight plays out, the settlement could
be a better deal for bondholders than Judge Christopher Sontchi
will rule is appropriate, the report said.
About Energy Future Holding 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 its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases
jointly
administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement
are represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor. The EFH
equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
the
second-lien noteholders owed about $1.6 billion, is represented by
Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors. The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring. The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.
ESTERLINA VINEYARDS: Taps Pacific Union as Real Estate Broker
-------------------------------------------------------------
Esterlina Vineyards & Winery, LLC, asks the U.S. Bankruptcy Court
for the Northern District of California for permission to employ
Pacific Union Real Estate as real estate broker for the property
located at 435 W. Dry Creek Road, in Healdsburg, California.
According to a declaration of Ken Spadoni, Pacific Union will earn
4% commission pursuant to a listing agreement.
To the best of the Debtor's knowledge, Pacific Union 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
disclosed total assets of $12,759,291 and total liabilities of
$8,288,420. The Law Offices of Provencher & Flatt LLP
serves as the Debtor's counsel. The case is assigned to Judge
Thomas E. Carlson.
EXCO RESOURCES: Moody's Lowers CFR to Caa2, Outlook Stable
----------------------------------------------------------
Moody's Investors Service downgraded EXCO Resources, Inc.'s (XCO)
Corporate Family Rating to Caa2 from Caa1 and revised the
Probability of Default Rating to Caa2-PD/LD from Caa1-PD. Moody's
assigned a Caa2 rating to XCO's new issuance of senior secured
second lien term loans. Moody's also affirmed XCO's Caa3 senior
unsecured notes' rating and affirmed its B1 first lien rating. The
Speculative Grade Liquidity Rating of SGL-4 is unchanged. The
rating outlook was changed to stable from negative.
The rating actions were taken in response to XCO's announcement of
a new second lien financing transaction, and reflect a further
weakening in XCO's credit profile. Moody's considers XCO's
retirement of $577 million of its existing unsecured notes in
exchange for $291 of new second lien debt as a distressed exchange
for its senior unsecured debt, which is an event of default under
Moody's definition of default. Moody's appended the revised
Caa2-PD PDR with a "/LD" designation indicating limited default,
which will be removed after three business days.
Issuer: EXCO Resources, Inc.
Assignments:
Senior Secured 2nd Lien Term Loans, Assigned Caa2, LGD3
Downgrades:
Corporate Family Rating, Downgraded to Caa2 from Caa1
Probability of Default Rating, Downgraded to Caa2-PD /LD from
Caa1-PD
Affirmations:
Senior Secured Revolving Credit Facility, Affirmed B1, to LGD1
from LGD2
Backed Senior Unsecured Note, Affirmed Caa3, LGD5
Senior Unsecured Notes, Affirmed Caa3, LGD5
Outlook Actions:
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
The Caa2 CFR reflects XCO's weakened credit profile and liquidity
due to lower production from its natural gas-weighted portfolio,
sustained low retained cash flow relative to debt, and the
significant capital required to restore production growth. While
the company has reduced costs, low realized natural gas prices and
an over-leveraged balance sheet weigh heavily on XCO's ability to
repair its credit profile. A modest amount of debt reduction --
roughly $270 million - will be achieved through the repurchase of
$577 million face amount of its unsecured notes funded through a
new $291 million second lien term loan financing. This transaction
will relieve some balance sheet pressure while creating additional
liquidity notwithstanding a cash interest expense that will remain
overly burdensome to XCO.
With 2015's capital budget cut by one-third, production averaged
just over 58,000 barrels of oil equivalent (Boe) per day (90%
natural gas) over the first half of the year, down 11.4% from
2014's first six months, and down substantially from peak
production levels approaching 85,000 Boe per day as recently as
2012. Constrained liquidity is hindering XCO's ability to generate
incremental cash flow through higher production levels, which has
been further exacerbated by chronically weak natural gas prices.
XCO's attempt to capitalize on then-higher crude oil prices through
a July 2013 Participation Agreement with affiliates of Kohlberg
Kravis Roberts & Co. L.P. (KKR) to develop its Eagle Ford acreage
has been stymied by the late 2014 collapse in crude prices. As of
2015's second quarter, XCO is not drilling the KKR acreage in the
Eagle Ford, an option afforded under the Agreement when realized
crude pricing is below $70 per barrel.
The Caa2 second lien term loan rating reflects its subordination to
XCO's secured borrowing base revolving credit facility under
Moody's Loss Given Default (LGD) methodology, which further
recognizes the diminishment of loss absorption afforded by reduced
amounts of outstanding unsecured debt. The second lien and
revolving credit transactions preserve for XCO $109 million of
additional second lien debt capacity, which Moody's assumes the
company will opportunistically make use of to repurchase additional
unsecured debt. The Caa3 unsecured notes rating reflects the
subordination of the unsecured notes to XCO's secured borrowing
base revolving credit facility and its second lien term loans.
The SGL-4 Speculative Grade Liquidity Rating reflects Moody's view
of weak liquidity through 2016. At Sept. 30, XCO had $42 million
of cash and restricted cash, providing it with $395 million of pro
forma liquidity. Under the terms of its amended secured credit
facility, XCO's borrowing base was reduced to $375 million from
$600 million after giving effect to an additional $300 million
second lien financing whose net proceeds were used to repay
outstanding borrowings under its secured first lien revolver. Pro
forma for the borrowing base redetermination and repayment of
outstanding borrowings under the revolver with the $300 million
second lien term loan, XCO had $353 million of available liquidity
under the revolver as of Sept. 30. The borrowing base revolving
credit facility has been further amended for additional covenant
relief. The financial covenants governing the amended revolving
credit facility pro forma as of Sept. 30 require interest coverage
of at least 1.25x, and it replaces the maximum secured debt
leverage ratio of 2.5x with a maximum first lien secured debt
leverage ratio of 2.5x. The company was in compliance with its
covenants as of quarter-end, and obtaining covenant relief should
quell uncertainty around XCO's ability to achieve compliance in
2016. The scheduled maturity of the revolving credit facility
remains July 2018.
The stable outlook reflects the efforts XCO has undertaken through
this second lien transaction to stabilize liquidity and cash flow
in an environment of sustained natural gas price weakness. Concern
remains, however, regarding the sustainability of XCO's capital
structure and business model. A ratings downgrade would be
considered should liquidity deteriorate further or should interest
coverage fall and remain below 1.25x. While unlikely in the next
twelve months, an upgrade could be considered if XCO can resume
production growth while achieving a leveraged full-cycle ratio in
excess of 1.0x and retained cash flow to debt can be improved to
10% on a sustained basis.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
EXCO Resources, Inc. is an independent exploration and production
company headquartered in Dallas, Texas.
FIRST DATA: Reports $126 Million Net Loss in 3rd Quarter
--------------------------------------------------------
First Data Corporation reported a net loss attributable to the
Company of $126 million on $2.92 billion of total revenues for the
three months ended Sept. 30, 2015, compared to a net loss
attributable to the Company of $235 million on $2.79 billion of
total revenues for the same period during the prior year.
For the nine months ended Sept. 30, 2015, the Company reported a
net loss attributable to the Company of $264 million on $8.48
billion of total revenues compared to a net loss attributable to
the Company of $470 million on $8.26 billion of total revenues for
the same period during the prior year.
As of Sept. 30, 2015, the Company had $33.44 billion in total
assets, $31.37 billion in total liabilities and $1.98 billion in
total equity.
Adjusted earnings before interest, taxes, depreciation, and
amortization (adjusted EBITDA) was $703 million, up 7% versus the
prior year period. Adjusted EBITDA margin for the quarter was
39.1%, up 130 basis points versus the prior year period.
"We are pleased to report healthy growth in both revenue and
adjusted EBITDA coupled with margin expansion," said Frank
Bisignano, First Data chairman and CEO. "We have made significant
investments in innovative solutions, geographic expansion, our
sales force, controls and infrastructure, each of them important
steps in our ongoing transformation. The third quarter and the
past few weeks also marked additional milestones in our efforts to
transform our balance sheet with the $2.8 billion IPO and further
debt refinancings."
$2.8 billion Initial Public Offering
In October 2015, First Data will have raised approximately $2.8
billion from issuing approximately 176,000,000 shares of Class A
common stock at a price of $16 per share.
The Company intends to use the net proceeds from the offering to
redeem all $510 million aggregate principal amount of its 11.25%
senior unsecured notes due 2021, approximately $1.8 billion
aggregate principal amount of its 12.625% senior unsecured notes
due 2021, and to pay applicable premiums and related fees and
expenses, and for general corporate purposes.
A copy of the press release is available for free at:
http://is.gd/mxH4AR
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.
* * *
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.
GREEN EARTH: Amends Fiscal 2015 Annual Report
---------------------------------------------
Green Earth Technologies, Inc. filed an amendment No. 1 on Form
10-K/A to amend its annual report on Form 10-K for the year ended
June 30, 2015, originally filed with the Securities and Exchange
Commission on Oct. 13, 2015, to include the information required by
Items 10 through 14 of Part III of its Form 10-K. This information
was previously omitted from the Company's Form 10-K in reliance on
General Instruction G(3) to Form 10-K, which permits the
information in the above referenced items to be incorporated in its
Form 10-K by reference from its definitive proxy statement if that
statement is filed no later than 120 days after our fiscal
year-end. The Company filed the Amendment to include Part III
information in its Form 10-K because a definitive proxy statement
containing such information will not be filed by Oct. 28, 2015. A
copy of the Form 10-K/A is available at:
http://is.gd/XDxXYC
About Green Earth Technologies
White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products. The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.
Green Earth reported a net loss of $8.08 million on $766,000 of net
sales for the year ended June 30, 2015, compared to a net loss of
$6.84 million on $4.05 million of net sales for the year ended June
30, 2014.
As of June 30, 2015, the Company had $11.74 million in total
assets, $28.83 million in total liabilities and a $17.09 million
total stockholders' deficit.
Friedman LLP, in East Hanover, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2015, citing that the Company's losses, negative
cash flows from operations, working capital deficit, related party
note in default payable upon demand and its ability to pay its
outstanding liabilities through fiscal 2016 raise substantial doubt
about its ability to continue as a going concern.
HCA HOLDINGS: Moody's to Retain Ba2 CFR on Share Repurchase
-----------------------------------------------------------
Moody's Investor Service commented that HCA Holdings, Inc.'s
announced $3.0 billion share repurchase authorization is modestly
credit negative. However, there is no impact on HCA's ratings,
including the Ba2 Corporate Family Rating, or stable rating
outlook.
HCA Holdings, Inc. through its wholly owned subsidiary, HCA Inc.,
is the largest for-profit acute care hospital operator in the US as
measured by revenues. In addition to its acute care hospital
facilities, the company operates psychiatric facilities, a
rehabilitation hospital as well as ambulatory surgery centers and
cancer treatment and outpatient rehab centers located in 20 states
in the U.S. and in England. The company is headquartered in
Nashville, Tennessee. HCA had revenue in excess of $39 billion,
net of the provision for doubtful accounts, for the twelve months
ended Sept. 30, 2015.
HOVENSA LLC: Court Sets Dec. 1 as General Claims Bar Date
---------------------------------------------------------
The District Court of the Virgin Islands, Bankruptcy Division,
established Dec. 1, 2015, at 5:00 p.m., as the deadline for any
individual or entity to file proofs of claim against Hovensa
L.L.C.
The Court also sets March 14, 2015, at 5:00 p.m., as the
governmental unit bar date.
Proofs of claim must be submitted to (i) Clerk of the District
Court of the Virgin Islands, Bankruptcy Division; or (ii) the
Debtor's claims and noticing agent Prime Clerk, LLC:
Hovensa L.L.C. Claims Processing Center
c/o Prime Clerk LLC
830 3rd Avenue, 3rd Floor
New York, NY 10022
About Hovensa
Hovensa, L.L.C., produces and markets refined petroleum products.
The Company offers gasoline, diesel, home heating oil, jet fuel,
kerosene, and residual fuel oil. Hovensa serves customers
throughout North America.
Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S.
Bankruptcy Court for the District of the Virgin Islands (Bankr. D.
V.I. Case No. 15-10003) on Sept. 15, 2015. The petition was signed
by Sloan Schoyer as authorized signatory. The Debtor has estimated
assets of $100 million to $500 million, and liabilities of more
than $1 billion.
Judge Mary F. Walrath is assigned to the case. The Law Offices of
Richard H. Dollison, P.C., serves as the Debtor's counsel. Prime
Clerk LLC is the Debtor's claims and noticing agent. Alvarez &
Marsal North America, LLC to provide Thomas E. Hill as chief
restructuring officer, effective Sept. 15, 2015 petition date.
The U.S. Trustee appointed five creditors to serve on the committee
of creditors holding unsecured claims.
HOVENSA LLC: Richard H. Dollison Approved as Local Counsel
----------------------------------------------------------
The District Court of the Virgin Islands, Bankruptcy Division,
authorized Hovensa L.L.C., to employ The Law Offices of Richard H.
Dollison, P.C., as local counsel.
The firm is expected to, among other things:
1. advise the Debtor with respect to its powers and duties as
debtor-in-possession in the continued management and operation of
its business and property;
2. attend meetings and negotiate with creditors and
parties-in-interest to the extent necessary as local counsel; and
3. advise the Debtor in connection with any sale of assets in
the Chapter 11 case to the extent necessary.
The firm will use its reasonable efforts to avoid any duplication
of services provided by any of the Debtor's other retained
professionals in the case.
On Oct. 6, 2015, Mr. Dollison filed a certificate of no objection
regarding the Debtor's application.
About Hovensa
Hovensa, L.L.C., produces and markets refined petroleum products.
The Company offers gasoline, diesel, home heating oil, jet fuel,
kerosene, and residual fuel oil. Hovensa serves customers
throughout North America.
Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S.
Bankruptcy Court for the District of the Virgin Islands (Bankr. D.
V.I. Case No. 15-10003) on Sept. 15, 2015. The petition was
signed
by Sloan Schoyer as authorized signatory. The Debtor has
estimated
assets of $100 million to $500 million, and liabilities of more
than $1 billion.
Judge Mary F. Walrath is assigned to the case. The Law Offices of
Richard H. Dollison, P.C., serves as the Debtor's counsel. Prime
Clerk LLC is the Debtor's claims and noticing agent. Alvarez &
Marsal North America, LLC to provide Thomas E. Hill as chief
restructuring officer, effective Sept. 15, 2015 petition date.
The U.S. Trustee appointed five creditors to serve on the committee
of creditors holding unsecured claims.
INTERACTIVE DATA: S&P Puts 'B' CCR on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings,
including the 'B' corporate credit rating, on Bedford, Mass.-based
Interactive Data Holdings Corp. on CreditWatch with positive
implications.
The CreditWatch placement follows Intercontinental Exchange Inc.'s
(ICE's) announcement that it will be acquiring Interactive Data for
$5.2 billion ($3.65 billion in cash and $1.55 billion of stock).
If the transaction closes as planned by the end of 2015,
Interactive Data would merge into the larger and financially
stronger ICE. S&P assess Interactive Data's business and financial
risk profiles as "satisfactory" and "highly leveraged,
respectively, compared with S&P's "strong" and "minimal"
assessments for ICE.
"We would likely raise our corporate credit rating on Interactive
Data to the level of ICE upon completion of the transaction,
provided that we conclude that Interactive Data's operations are
core to ICE's business strategy," said Standard & Poor's credit
analyst Jawad Hussain. If ICE refinances the debt, S&P will
withdraw all of its ratings on Interactive Data when the
refinancing is completed. Alternatively, if the acquisition is not
completed, S&P would likely affirm all of ratings on Interactive
Data and remove them from CreditWatch.
INTERNATIONAL BRIDGE: Plan Filing Exclusivity Extended to Dec. 3
----------------------------------------------------------------
Judge Robert D. Berger of the U.S. Bankruptcy Court for the
District of Kansas granted International Bridge Corporation's
request to extend its exclusive period to file its Disclosure
Statement and Plan of Reorganization from Sept. 4, 2015 to Dec. 3,
2015. An extension of the time during which the Debtor may solicit
acceptance of its Plan of Reorganization was likewise extended to
Feb. 3, 2016.
Prior to the Filing Date, the Debtor was involved in a United
States Department of Navy Contract Disputes Act Administrative
Proceeding ("Navy Administrative Proceeding"), stemming from
disputes regarding work performed on the Kilo Wharf Extension for
the Department of the Navy at the Commander Naval Regional
Marianas, Main Base, Guam.
The Court found that the Navy Administrative Proceeding is being
litigated under the Federal Claims Act, and a decision is central
to the Debtor's bankruptcy case. The Court further found that a
decision will not be made in time for the Debtor to file its
Chapter 11 bankruptcy plan.
International Bridge is represented by:
Wesley F. Smith, Esq.
STEVENS & BRAND, LLP
900 Massachusetts, Suite 500
P.O. Box 189
Lawrence, KS 66044
Telephone: (785)843-0811
Facsimile: (785)843-0341
E-mail: Wsmoth@StevensBrand.com
About International Bridge
International Bridge Corporation, a contractor for government
projects in the South Pacific and Guam, sought Chapter 11
protection (Bankr. D. Kan. Case No. 15-20951) in Kansas City on May
7, 2015. Robert Toelkes, the sole shareholder and manager, signed
the petition. The Debtor disclosed total assets of $17.4 million
and total debt of $27.4 million.
The case is assigned to Judge Robert D. Berger. The Debtor tapped
Stevens & Brand, LLP, as its counsel. Foulston Siefkin, LLP,
serves as the Debtor's special litigation counsel. Robert G. Nath,
PLLC, represents the Debtor as special tax counsel.
KORLEY B. SEARS: Order Denying Sec. 727 Discharge Affirmed
----------------------------------------------------------
Judge Richard G. Kopf of the United States District Court for the
District of Nebraska affirmed the Bankruptcy Court's Order denying
Korley B. Sears discharge under Section 727 of the Bankruptcy
Code.
The case is captioned RHETT R. SEARS, RHETT SEARS REVOCABLE TRUST,
RONALD H. SEARS, RON H. SEARS TRUST, and DANE SEARS,
Plaintiffs/Appellees, v. KORLEY B. SEARS, Defendant/Appellant, CASE
NO. 4:14CV3219, Bankruptcy Case No. 10-40277, Adversary Proceeding
No. 12-04034 (D. Neb.).
A full-text copy of Judge Kopf's memorandum and order dated
September 21, 2015, is available at http://is.gd/6GfvCXfrom
Leagle.com.
Plaintiffs are represented by Brian J. Koenig, Esq. --
brian.koenig@koleyjessen.com -- KOLEY, JESSEN LAW FIRM, Donald L.
Swanson, Esq. -- don.swanson@koleyjessen.com -- KOLEY, JESSEN LAW
FIRM & Kristin M.V. Krueger, Esq. --
kristin.farwell@koleyjessen.com -- KOLEY, JESSEN LAW FIRM.
Korley B. Sears, Defendant, represented by:
Jerrold L. Strasheim, Esq.
STRASHEIM LAW FIRM
3610 Dodge St # 212
Omaha, NE 68131
Phone: (402) 346-9330
U.S. Trustee, Trustee, represented by Patricia M. Fahey, U.S.
TRUSTEE.
L BRANDS: Fitch Assigns 'BB+/RR4' Rating on 2035 Guaranteed Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+/RR4' rating to L Brands, Inc.'s
$400 million issue of 20-year senior guaranteed notes. The notes
mature in 2035 and are unregistered. The proceeds from the issue
will be used for general corporate purposes, including capital
expenditures, dividends and share buybacks. A full list of ratings
follows at the end of this release.
KEY RATING DRIVERS
The ratings reflect L Brands' strong brand recognition and dominant
market positions in intimate apparel and personal care and beauty
products, strong operating results, and solid cash flow generation
that is characteristic of an investment grade profile. While credit
metrics have been reasonable, with leverage at or slightly below
3.5x since 2010, the 'BB+' rating takes into consideration the
company's track record of shareholder-friendly activities which
could push leverage above this range.
L Brands' strong business profile is anchored by its two flagship
brands, Victoria's Secret and Bath & Body Works; a strong direct
business; and a growing international footprint. The company's
strong comparable store sales (comps) trends since the recession
have been driven by relevant and attractive product offerings and a
loyal customer base. Comps increased 4% in 2014, following a 6%
increase in 2012 and 2% in 2013. In addition to positive operating
leverage from strong comps growth, the company has driven margin
growth through efficient inventory and expense management. EBITDA
margins in the 20%+ range compare favorably to the broader retail
average in the low teens.
Fitch expects that L Brands can sustain comps growth (excluding its
direct business) in the 2% - 3% range and EBITDA margin will remain
in excess of 20% over the next three years. This is underscored by
strong comps growth in both the Victoria's Secret brand
(approximately 63% of sales and EBITDA including the Victoria's
Secret direct business) and Bath & Body Works brand (approximately
29% of sales and 34% of EBITDA). Its direct business, which
accounts for 16% of total revenue, is expected to benefit from
continued growth in online sales, offset by the exit off certain
non-core categories in the Victoria Secret direct and beauty
business in 2015. These categories generated 2014 revenue of
approximately $185 million or 1.6% of total sales.
Fitch also expects square footage expansion, if executed
successfully, could drive overall top line growth in the 4% to 5%
range. The growth of PINK in the U.S., which could be a $3 billion
business over the next few years from nearly $2 billion currently,
and the inclusion of the full lingerie and swim/sportswear lines in
expanded Victoria's Secret stores have led to increased
productivity per square foot over the past few years. International
expansion provides a strong top line and profit opportunity by
allowing the company to diversify outside of mall based locations
and reduce operational and execution risks through its
substantially franchised model (outside of the UK and Canadian
markets).
KEY ASSUMPTIONS
-- Fitch expects that L Brands can sustain comps growth
(excluding its direct business) in the 2% - 3% range over the
next three years;
-- Square footage expansion, if executed successfully, could
drive overall top line growth in the 4% to 5% range;
-- Strong free cash flow (FCF) before regular dividends in the
$700 million-$800 million range annually (or $100 million-$200
million after regular dividends) over the next two to three
years;
-- Capex is expected to increase to $850 million in 2015
reflecting new store constructions and square footage
expansion and stay in that range thereafter;
-- Maintain a leverage profile in the mid-3x range; with future
debt funded special dividends or share buybacks potentially
pushing leverage higher than the 3.2x in 2014.
RATING SENSITIVITIES
A positive rating action would require both the continuation of
positive operating trends and a public commitment to maintain
financial leverage in the low 3x range.
A negative rating action could be driven by a trend of negative
comps and/or margin compression from fashion misses, execution
missteps or loss of competitive traction. A larger than expected
debt-financed share repurchase or special dividend and/or leverage
rising to approximately 4x would be negative for the rating.
LIQUIDITY AND DEBT STRUCTURE
Liquidity is strong, supported by a cash balance of $780 million as
of August 1, 2015 and the company's $1 billion revolving credit
facility. The company has a comfortable maturity profile, staggered
over many years. Fitch considers refinancing risk low given L
Brands' strong business profile, favorable operating trends, and
reasonable leverage.
Fitch expects the company will continue to generate strong FCF
before regular dividends in the $700 - $800 million range annually
(or $100 - $200 million after regular dividends) over the next two
to three years. Fitch assumes regular dividends will be increased
by 20% to 25% annually, in line with the last few years. Capex is
expected to increase to $850 million in 2015 from $715 million in
2014 and $690 million in 2013, reflecting new store constructions
and square footage expansion to primarily support PINK and
international growth (square footage to grow by approximately 3.5%
in 2015).
Lease-adjusted leverage stood at 3.2x as of Jan. 31, 2015. Fitch
expects the company to maintain a leverage profile in the mid-3x
range, and fund dividends and share repurchases with FCF and
potential debt issuances. The company's shareholder-friendly
posture is a key constraint to the rating.
FULL LIST OF RATING ACTIONS
Fitch currently rates L Brands as follows:
-- Long-term IDR 'BB+';
-- Secured bank credit facility 'BBB-/RR1';
-- Senior guaranteed unsecured notes 'BB+/RR4';
-- Senior unsecured notes 'BB/RR5'.
The Rating Outlook is Stable.
L BRANDS: Moody's Assigns Ba1 Rating on New $400MM Unsecured Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to L Brands, Inc.'s
proposed offering of $400 mil. senior unsecured guaranteed notes.
The Ba1 rating on the company's existing senior unsecured
guaranteed notes and Ba2 rating on its existing senior unsecured
unguaranteed notes are unchanged. The rating outlook remains
stable.
L Brands intends to use proceeds from the notes offering for
general corporate purposes including share repurchases. Moody's
believes the Ba1 rating category will comfortably absorb the
expected increase in leverage to around 2.7x from 2.5x (Moody's
adjusted debt to EBITDA as of August 1, 2015) as a result of the
proposed notes offering.
These ratings were assigned:
Senior unsecured guaranteed notes at Ba1 (LGD3)
RATINGS RATIONALE
L Brands' Ba1 Corporate Family Rating is supported by its popular
well recognized brand names which drive its strong profitability.
The rating also acknowledges its very good liquidity and moderate
leverage and interest coverage, with debt to EBITDA of around 2.7
times and EBITA to interest expense around 4.4 times pro forma the
proposed notes offering. The rating considers L Brands' scale with
revenues in excess of $11.5 billion and its concentration on two
narrow product niches. The rating also acknowledges its expertise
in merchandising and marketing. However, the ratings are
constrained by L Brands' financial policies which favor share
repurchases and special dividends. The company's credit agreement
provides it with significant flexibility to make debt financed
dividends and share repurchases.
The stable outlook reflects our view that L Brands' financial
policies will continue to be shareholder friendly but that credit
metrics will remain appropriate for the Ba1 rating. Moody's
expects excess cash flow will be returned to shareholders but that
L Brands will maintain credit metrics appropriate for the Ba1
rating. Moody's believes the company will continue to execute well
on organic growth opportunities, including but not limited to
international expansion and adjacent product opportunities, such as
swim, sport and the PINK assortment.
An upgrade would require a more conservative financial policy such
that debt to EBITDA was expected to be maintained below 3.0 times
and EBITA to interest expense above 4.5 times.
Ratings could be downgraded should financial policy become more
aggressive than currently anticipated. Ratings could also be
downgraded should debt increase or operating performance falter
such that debt to EBITDA approaches 4.5 times or EBITA to interest
expense approaches 2.5 times.
The principal methodology used in this rating was the Global Retail
Industry published in June 2011.
Headquartered in Columbus, Ohio, L Brands, Inc. operates 2,966
company-owned specialty stores in the United States, Canada and the
United Kingdom, and its brands are sold in about 668 additional
franchised locations worldwide as well as online. Its brands
include Victoria's Secret, Bath & Body Works, PINK, La Senza, and
Henri Bendel. Annual revenues exceed $11.5 billion.
L BRANDS: S&P Assigns 'BB+' Rating on New $400MM Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and '3' recovery ratings to L Brands Inc.'s proposed $400
million senior unsecured notes due 2035. The '3' recovery rating
indicates S&P's expectation of meaningful recovery, at the high end
of the 50%-70% range, in the event of payment default.
L Brands plans to issue the $400 million notes with subsidiary
guarantees; S&P assumes proceeds will mainly be used for share
repurchases. The proposed notes do not meaningfully change the
company's credit metrics.
The ratings on Columbus, Ohio-based specialty apparel retailer L
Brands Inc., reflects the company's solid market position in
intimate apparel and personal care products, strong brand
recognition, and marketing capabilities. The company's
participation in the intensely competitive specialty retail
industry and discretionary product offering tempers these
strengths. S&P expects the company will continue to generate
consistent operating performance over the next 12 to 18 months.
S&P believes L Brands' financial policies will remain aggressive as
the company remains focused on returning capital to shareholders,
but S&P also expects the company will maintain credit ratios,
including adjusted debt leverage in the low- to mid-2x area. As a
result, S&P do not expect any change to its views of financial risk
over the intermediate term.
RATINGS LIST
L Brands Inc.
Corporate credit rating BB+/Stable/--
Ratings Assigned
L Brands Inc.
Senior Unsecured
US$400 mil nts due 12/31/2035
Local Currency BB+
Recovery Rating 3H
LWL MANAGEMENT: PNC Wins Default Judgment in Suit vs. Lewises
-------------------------------------------------------------
Judge Jane J. Boyle of the United States District Court for the
Northern District of Texas, Dallas Division, granted PNC Equipment
Finance LLC's Motion for Default Judgment in the case captioned PNC
EQUIPMENT FINANCE, LLC, Plaintiff, v. K. KYLE LEWIS K. KYLE LEWIS
TRUST I K. KYLE LEWIS TRUST II, and K. KYLE LEWIS TRUST III,
Defendants, CIVIL ACTION NO. 3:13-CV-3774-B (N.D. Tex.).
PNCEF, originally filed the suit against Defendants -- K. Kyle
Lewis, K. Kyle Lewis Trust I, K. Kyle Lewis Trust II, and K. Kyle
Lewis Trust III -- to recover money owed under two promissory
notes. Specifically, PNCEF alleged that, because the original
borrower on the notes went bankrupt and stopped making payments, a
default occurred. Thus PNCEF argued that, as the original lender's
successor, it is entitled to payment from the Defendants on the
notes, since each the Defendant had previously signed separate
Guaranty Agreements agreeing to be held liable for the original
debtor's debts.
The Defendants failed to pay the amount due, and so, the Plaintiff
sued for the balance, serving the Defendants via publication and
filing proof of service on August 12, 2014. After the Defendants
failed to answer the summons, the Plaintiff filed a Motion for
Default Judgment on April 10, 2015.
A full-text copy of Judge Boyle's memorandum opinion and order
dated September 18, 2015, is available at http://is.gd/NvHITtfrom
Leagle.com.
PNC Equipment Finance LLC, Plaintiff, represented by Steven T
Holmes, Esq. -- sholmes@mcglinchey.com -- MCGLINCHEY STAFFORD PLLC
& Beverly Weiss Manne, Esq. -- bmanne@tuckerlaw.com -- TUCKER
ARENSBERG PC.
MALIBU LIGHTING: Judge Approves Nov. 17 Auction
-----------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reported that National Consumer Outdoors Corp. won bankruptcy-court
approval to sell its pet bedding and pet accessories business at an
auction next month.
According to the report, Judge Kevin Gross of the U.S. Bankruptcy
Court in Wilmington, Del., authorized a sale timeline that includes
a Nov. 12 bid deadline, Nov. 17 auction and Nov. 19 sale hearing,
court papers show.
About Malibu Lighting
Malibu Lighting Corporation, Outdoor Direct Corporation, National
Consumer Outdoors Corporation, Beam Corporation, Smoke 'N Pit
Corporation, Treasure Sensor Corporation and Stubbs Collections
Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead
Case No. 15-12080) on Oct. 8, 2015. The petition was signed by
David M. Baker as chief restructuring officer. Judge Kevin Gross
is assigned to the case.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.
The Debtors have engaged Pachulski Stang Ziehl & Jones LLP as
counsel, Piper Jaffray Co. as investment banker and Kurtzman Carson
Consultants as claims and noticing agent.
MLC was a manufacturer and supplier of outdoor and landscape
lighting products, such as solar and low voltage lights and home
security lights, including the parts and accessories associated
with these products.
ODC was a manufacturer and supplier of a variety of consumer goods,
including (a) outdoor cooking products, such as outdoor gas grills,
charcoal grills, smokers and fryers, (b) hand held lighting
products, such as flashlights and spotlights, (c) landscape
lighting products, and (d) parts and accessories associated with
the foregoing products.
MLC and ODC are currently winding down operations as a result of
the termination of a business relationship with principal customer,
Home Depot.
NCOC is a manufacturer and supplier of both branded and private
label pet bedding and pet accessory products. NCOC manufactures
beds, accessories, and deodorizers for dogs as well as beds,
scratching posts, and toys for cats. In addition, NCOC markets and
sells boat covers manufactured primarily from Chinese suppliers.
MILLER AUTO: McKenna Long & Aldridge Merges with Dentons US
-----------------------------------------------------------
McKenna Long & Aldridge LLP, counsel for the Official Committee of
Unsecured Creditors of Miller Auto Parts & Supply Company, Inc., et
al., notified the U.S. Bankruptcy Court for the Northern District
of Georgia that it changed its name to Dentons US LLP following a
merge.
The address, phone number, and fax number will remain the same.
The Committee is represented by:
Gary Marsh, Esq.
Henry F. Sewell, Esq.
Alison Elko Franklin, Esq.
DENTONS US LLP
303 Peachtree Street, NE
Suite 5300
Atlanta, GA 30308
Tel: (404) 527-4000
Fax: (404) 527-4198
Email: Gary.Marsh@dentons.com
Henry.Sewell@dentons.com
Alison.Franklin@dentons.com
About Miller Auto Parts
Miller Auto Parts & Supply Company, Inc., and its affiliates are
distributors of automotive parts and service equipment. The
companies operate from the Johnson Industries Inc.'s headquarters
in Atlanta, Georgia and have distribution operations in the
southeast, northeast and on-line. The Southeastern distribution
center is located in Norcross, Georgia and supports nine satellite
centers across the state and supplies parts to key fleet customers
across the country.
Miller Auto Parts and its three subsidiaries sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014. The
Debtors have sought joint administration under Lead Case No.
14-68113. The cases are assigned to Judge Mary Grace Diehl.
The Debtors have tapped Scroggins & Williamson as counsel and
Logan
& Co. as claims and noticing agent.
The U.S. Trustee for Region 21 appointed three creditors of Miller
Auto Parts & Supply Company Inc. to serve on the official
committee
of unsecured creditors. The Committee selected Kane Russell
Coleman & Logan as its counsel.
MOLYCORP INC: Lynas Weighs Bid as Suitors Open Talks
----------------------------------------------------
Jodi Xu Klein and David Stringer, writing for Bloomberg News,
reported that Australian miner Lynas Corp Ltd. is weighing a bid
for bankrupt rare-earths producer Molycorp Inc. as the company
begins drawing interest from potential buyers in Asia and Europe.
According to the report, Lynas, one of only two major rare earths
producers outside China, is "interested to understand" the cost
savings that could be available from a combination with Molycorp,
the company said in an e-mailed statement. Others that have held
discussions about buying the assets include German chemicals giant
BASF SE, according to two people with knowledge of the matter, who
asked not to be named discussing a private sale, the report
related.
"Molycorp is the only non-Chinese supplier of any substance, other
than Lynas, so it's in their best interests to stay in the field,"
Rob Brierley, a Perth-based analyst at Patersons Securities Ltd.
told Bloomberg. "It'd be crazy for them to say they wouldn't look
at it."
About Molycorp Inc.
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.
N-VIRO INTERNATIONAL: OKs Extension of Warrants Exercise Date
-------------------------------------------------------------
The Board of Directors of N-Viro International Corporation approved
a plan to modify all Company warrants by extending the time to
exercise each outstanding warrant by one year. All other terms and
conditions of each class of warrant remain unchanged. In total,
2,679,742 warrants were affected by the expiration date extension.
Among the warrant holders are current directors and officers of the
Company.
A full-text copy of the Form 8-K filing with the Securities and
Exchange Commission is available at http://is.gd/GpzBA1
About N-Viro International
Toledo, Ohio-based N-Viro International Corporation owns and
sometimes licenses various N-Viro processes and patented
technologies to treat and recycle wastewater and other bio-organic
wastes, utilizing certain alkaline and mineral by-products
produced by the cement, lime, electrical generation and other
industries.
N-Viro International reported a net loss of $1.76 million on $1.33
million of revenues for the year ended Dec. 31, 2014, compared to a
net loss of $1.64 million on $3.37 million of revenues for the year
ended Dec. 31, 2013.
As of June 30, 2015, the Company had $1.42 million in total assets,
$2.26 million in total liabilities and a total stockholders'
deficit of $836,000.
UHY LLP, in Farmington Hills, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company's recurring losses,
negative cash flow from operations and net working capital
deficiency raise substantial doubt about its ability to continue as
a going concern.
NEWZOOM INC: Lists $19-Mil. in Assets, $40.2-Mil. in Debts
----------------------------------------------------------
NewZoom, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of California its schedules of assets and
liabilities disclosing $19,084,025 in assets and $40,222,695 in
liabilities.
The Debtor disclosed that its secured creditors hold claims
totaling $24,036,007, its unsecured priority creditors hold claims
totaling $1,402,412, and its unsecured non-priority creditors hold
claims totaling $14,784,275.
Full-text copies of the Schedules are available at
http://bankrupt.com/misc/NEWZOOMsal1009.pdf
U.S. Bankruptcy Judge Hannah L. Blumenstiel gave the Debtor until
Oct. 9, 2015, to file its schedules of assets and liabilities and
statements of financial affairs.
About NewZoom
Headquartered in San Francisco, California, NewZoom, doing business
as ZoomSystems, operates an automated retail channel. It operates
ZoomShops, a custom-branded automated self-service retail stores
that facilitates online shopping. It has ZoomShop network
locations in airports, malls, resorts, military bases, and retail
stores in the United States, Europe, and Japan. The Debtor employs
approximately 115 people.
NewZoom, Inc. filed Chapter 11 bankruptcy petition (Bankr. N.D.
Calif. Case No. 15-31141) on Sept. 10, 2015. The petition was
signed by John A. Lawrence, the president and CEO. The case is
assigned to Judge Hannah L. Blumenstiel.
The Debtor estimated assets and liabilities in the range of $10
million to $50 million.
Pachulski Stang Ziehl & Jones LLP serves as counsel to the Debtor.
Prime Clerk LLC acts as the claims and noticing agent.
On Sept. 21, 2015, the U.S. Trustee for Region 17 appointed five
creditors to serve in the official committee of unsecured
creditors. The Committee tapped Sheppard Mullin Richter & Hampton
LLP as attorneys.
MIHI LLC is providing $3.7 million to finance the Chapter 11
effort.
NEWZOOM INC: Taps Andrew Hinkelman as Chief Restructuring Officer
-----------------------------------------------------------------
Newzoom, Inc., asks the U.S. Bankruptcy Court for the Northern
District of California to approve the letter agreement dated Sept.
8, 2015, with FTI Consulting, Inc., nunc pro tunc to the
commencement of the case.
Pursuant to the engagement contract, Andrew Hinkelman will serve as
chief restructuring officer, and additional individuals will
provide other services to the Debtor in support of the CRO.
FTI will provide restructuring management services, crisis
management services, and CRO services, including:
A. Liquidity Forecasting:
-- Evaluate and manage cash flow.
-- Approve, manage, and control cash disbursements.
-- Evaluate and control cash conservation measures and assist
with implementation of cash forecasting and reporting tools as
requested.
-- Preparation and negotiation of financing budgets and related
documents.
B. Restructuring/Other Services:
-- Assess potential EBITDA based on revenue and product line
strategy and other restructuring initiatives.
-- Development of go forward business and restructuring plans,
including without limitation the development of a written
assessment of the future prospects of the business, the related
working capital needs and a recommendation of how the Company can
best be restructured to realize value.
-- Analyze long term capital needs to effectuate a capital
raise, sale transaction, or restructuring.
-- Develop working capital management tools.
-- Participate in development of strategy to negotiate with key
stakeholders in order to effectuate a capital raise, sale
transaction, or restructuring.
-- Evaluate and manage the inflows and outflows of cash.
C. Chapter 11 Execution Services:
-- Assist Company personnel with the communications and
negotiations with lenders, creditors, and other parties-in-interest
including the preparation of financial information for distribution
to such parties-in-interest.
-- Lead the compilation and preparation of financial
information, statements, schedules and monthly operating reports
necessary due to requirements of the Bankruptcy Court and Office of
the US Trustee.
-- Assist the Company and its other advisors with the
formulation of a chapter 11 plan of reorganization/liquidation and
the preparation of the corresponding disclosure statement.
-- Prepare a liquidation analysis for a reorganization plan and
negotiation purposes.
-- Assist the Company in managing and executing the
reconciliation process involving claims filed by all creditors.
-- Provide testimony in the chapter 11 case as necessary or
appropriate at the Company's request.
In his capacity as CRO, Mr. Hinkelman will:
-- Report directly to the board of directors of the Debtor and
make recommendations thereto and consult therewith regarding his
activities and the services.
-- Work on a collaborative basis with senior executives of the
Debtor, coordinate the restructuring efforts of the Debtor, subject
to the reporting structure above, including the identification,
development, and implementation of strategies
related to the Debtor's debt obligations, business plan, and other
related matters.
-- In consultation with the Debtor's senior executives,
coordinate and manage the Services as discussed above and the FTI
professional staff on the engagement.
FTI's fee structure provides that:
-- For the services rendered by Mr. Hinkelman and the additional
personnel, the Company agrees to pay FTI a monthly fee of $150,000.
In addition to the monthly fee, the CRO may add additional hourly
temporary employees with the consent of the Company and Macquarie
(in its capacity as senior lender) at a
mutually negotiated fixed weekly rate.
-- Additionally, for services rendered in connection with the
preparation of the Statement of Financial Affairs, the Schedules of
Assets and Liabilities and the initial operating report as required
by the United States Trustee and Bankruptcy Court, the Company
agrees to pay FTI a one-time fee of $75,000.
-- No prepetition retainer was paid to FTI, and no postpetition
retainer is due. However, $65,000 previously held in the trust
account of Pachulski Stang Ziehl & Jones LLP for professional fees
was transferred to FTI shortly before the filing. The balance
remaining due and owing by the Debtor to FTI -- $64,771 -- has been
written off such that FTI was not a creditor of the Debtor upon the
bankruptcy filing.
To the best of the Debtor's knowledge, FTI is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About NewZoom
Headquartered in San Francisco, California, NewZoom, doing business
as ZoomSystems, operates an automated retail channel. It operates
ZoomShops, a custom-branded automated self-service retail stores
that facilitates online shopping. It has ZoomShop network
locations in airports, malls, resorts, military bases, and retail
stores in the United States, Europe, and Japan. The Debtor employs
approximately 115 people.
NewZoom, Inc. filed Chapter 11 bankruptcy petition (Bankr. N.D.
Calif. Case No. 15-31141) on Sept. 10, 2015. The petition was
signed by John A. Lawrence, the president and CEO. The case is
assigned to Judge Hannah L. Blumenstiel.
The Debtor estimated assets and liabilities in the range of $10
million to $50 million.
Pachulski Stang Ziehl & Jones LLP serves as counsel to the Debtor.
Prime Clerk LLC acts as the claims and noticing agent.
On Sept. 21, 2015, the U.S. Trustee for Region 17 appointed five
creditors to serve in the official committee of unsecured
creditors. The Committee tapped Sheppard Mullin Richter & Hampton
LLP as attorneys.
MIHI LLC is providing $3.7 million to finance the Chapter 11
effort.
NEWZOOM INC: Taps Pachulski Stang as General Bankruptcy Counsel
---------------------------------------------------------------
NewZoom, Inc., asks the U.S. Bankruptcy Court for the Northern
District of California for permission to employ Pachulski Stang
Ziehl & Jones LLP as general bankruptcy counsel nunc pro tunc to
the commencement of the case.
Pachulski Stang will, among other things:
1. assist, advise, and represent the Debtor in the negotiation,
formulation, and drafting of any plan of reorganization and
disclosure statement;
2. assist, advise, and represent the Debtor in the performance
of its duties and the exercise of its powers under the Bankruptcy
Code, the Bankruptcy Rules, and any applicable local rules and
guidelines; and
3. provide other necessary advice and services as the Debtor may
require in connection with the Chapter 11 case.
John Fiero, Esq., a partner with Pachulski Stang Ziehl & Jones LLP,
disclosed that the firm received retainers totaling $265,000 from
the Debtor prior to commencement of the case, all of which has been
applied to fees and expenses incurred prior to the filing ($65,000
of the retainer used by FTI Consulting to help clear a prepetition
receivable balance owed to FTI). To the extent that any excess
amounts have been applied, the firm will credit any overpayment to
future charges. Accordingly, the firm is not a creditor of the
Debtor.
The attorneys and paralegal expected to be principally responsible
for the matter, and their respective hourly rates, are:
Attorneys:
John D. Fiero $795
Debra I. Grassgreen $925
John W. Lucas $625
Jason Rosell $525
Paralegal:
Patricia J. Jeffries $305
To the best of the Debtor's knowledge, the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached at:
John D. Fiero, Esq.
Debra I. Grassgreen, Esq.
John W. Lucas, Esq.
Jason H. Rosell, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
150 California Street, 15th Floor
San Francisco, CA 94111
Tel: (415) 263-7000
Fax: (415) 263-7010
E-mail: jfiero@pszjlaw.com
dgrassgreen@pszjlaw.com
jlucas@pszjlaw.com
jrosell@pszjlaw.com
About NewZoom
Headquartered in San Francisco, California, NewZoom, doing business
as ZoomSystems, operates an automated retail channel. It operates
ZoomShops, a custom-branded automated self-service retail stores
that facilitates online shopping. It has ZoomShop network
locations in airports, malls, resorts, military bases, and retail
stores in the United States, Europe, and Japan. The Debtor employs
approximately 115 people.
NewZoom, Inc. filed Chapter 11 bankruptcy petition (Bankr. N.D.
Calif. Case No. 15-31141) on Sept. 10, 2015. The petition was
signed by John A. Lawrence, the president and CEO. The case is
assigned to Judge Hannah L. Blumenstiel.
The Debtor estimated assets and liabilities in the range of $10
million to $50 million.
Pachulski Stang Ziehl & Jones LLP serves as counsel to the Debtor.
Prime Clerk LLC acts as the claims and noticing agent.
On Sept. 21, 2015, the U.S. Trustee for Region 17 appointed five
creditors to serve in the official committee of unsecured
creditors. The Committee tapped Sheppard Mullin Richter & Hampton
LLP as attorneys.
MIHI LLC is providing $3.7 million to finance the Chapter 11
effort.
NEXT LEVEL SPORTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Next Level Sports Complex, LLC
12821 Knott St
Garden Grove, CA 92841
Case No.: 15-15217
Chapter 11 Petition Date: October 27, 2015
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Judge: Hon. Erithe A. Smith
Debtor's Counsel: Michael Jones, Esq.
M JONES & ASSOCIATES, PC
505 N Tustin Ave Ste 105
Santa Ana, CA 92705
Tel: 714-795-2346
Fax: 888-341-5213
Email: mike@mjthelawyer.com
Total Assets: $274,912
Total Liabilities: $2.47 million
The petition was signed by Jason Brennan, CEO.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb15-15217.pdf
PRECISION OPTICS: Dolphin Offshore Holds 9.3% Stake as of Oct. 23
-----------------------------------------------------------------
Dolphin Offshore Partners, L.P., Dolphin Mgmt. Services, Inc. and
Peter E. Salas disclosed that as of Oct. 23, 2015, they
beneficially own 695,674 shares of common stock of Precision Optics
Corporation, Inc., representing 9.36 percent of the shares
outstanding. A copy of the regulatory filing is available for free
at http://is.gd/IJmFr4
About Precision Optics
Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982. The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems. The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.
Precision Optics reported a net loss of $1.17 million on $3.91
million of revenues for the year ended June 30, 2015, compared to a
net loss of $1.16 million on $3.65 million of revenues for the year
ended June 30, 2014.
As of June 30, 2015, the Company had $2.04 million in total assets,
$1.37 million in total liabilities, all current, and $667,000 in
total stockholders' equity.
Stowe & Degon LLC, in Westborough, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2015, citing that the Company has suffered
recurring net losses and negative cash flows from operations, which
raises substantial doubt about its ability to continue as a going
concern.
PRIMELINE UTILITY: S&P Affirms 'B' CCR, Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B' corporate credit rating on Seattle-based PrimeLine Utility
Services LLC. The outlook is stable.
At the same time, S&P assigned its 'B+' issue-level ratings and '2'
recovery ratings on PrimeLine's proposed $60 million senior secured
revolver due 2020 and $270 million first-lien term loan due 2022.
The '2' recovery rating indicates S&P's expectation for substantial
recovery (70-90%; lower end of the range) in the event of a payment
default.
S&P plans to withdraw its ratings on PrimeLine's existing debt upon
the close of this transaction.
"Our ratings on PrimeLine reflect the company's position in the
highly fragmented and competitive utility services industry, its
limited scale, and its lack of geographic and end-market diversity
compared with the many larger entities in the engineering and
construction sector that we rate," said Standard & Poor's credit
analyst Noel Mangan. S&P expects the company's adjusted
debt-to-EBITDA metric to remain above 5x after the proposed
refinancing transaction is completed. PrimeLine's high
debt-leverage is partly offset by its positive FOCF generation.
The stable outlook reflects S&P's belief that PrimeLine will
continue to generate positive FOCF and maintain a FOCF-to-debt
ratio in the low-single digit percent range because of the demand
for its maintenance services and its above-average EBITDA margins.
S&P could lower its rating on PrimeLine if the company's FOCF were
to become negative or if S&P believed that its debt-to-EBITDA
metric would trend higher than 6x on a sustained basis. This could
occur because of an unexpected decline in the company's maintenance
business or from acquisition-related missteps.
S&P considers an upgrade unlikely because it believes that
PrimeLine's financial risk profile will remain highly leveraged
under its financial sponsor. This is based on the company's high
debt burden relative to its size and S&P's general view of the
financial sponsor's appetite for financial risk.
QUICKSILVER RESOURCES: Committee Seeks Authority to Pursue Claims
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Quicksilver
Resources Inc. and its affiliated debtors asks the U.S. Bankruptcy
Court for the District of Delaware for authorization to pursue and,
if appropriate, settle certain claims against the second lien
parties on behalf of the Debtors' estates.
The Official Committee of Unsecured Creditors relate that they
request authority to bring the Claims because, by virtue of the
stipulations of the Court's Final Cash Collateral Order, the
Debtors fully compromised and waived their ability to: (i) object
to the amount or nature of the Second Lien Parties' claims, (ii)
assert claims against the Second Lien Parties related to, among
other things, the validity and enforceability of the Second Lien
Collateral Agent's liens and security interests, and (iii) assert
any claim or charge arising out of or based on sections 506(c) or
552(b) of the Bankruptcy Code. It further relates that the Debtors'
waiver of their ability to bring the Claims was without prejudice
to the Committee's right to assert such Claims.
The Committee tells the Court that its investigation has revealed
assets worth tens, and perhaps even hundreds, of millions of
dollars that are excluded from the collateral securing the Second
Lien Obligations because no liens were created under the Second
Lien Collateral Documents or, to the extent that liens were
created, not subject to perfected liens or security interests. The
Committee further tells the Court that it believes that the Claims
are meritorious, and successful prosecution of the Claims will
result in a material recovery that will fund distributions to the
Debtors' unsecured creditors.
Quicksilver entered into a Second Lien Credit Agreement with the
Second Lien Agent and the Second Lien Lenders, wherein the Second
Lien Lenders made available to Quicksilver a $625 million second
lien term loan scheduled to mature on June 21, 2019. The
borrowings under the Second Lien Credit Agreement are guaranteed by
certain of Quicksilver's subsidiaries, and are secured on a second
lien basis by certain collateral, which generally consists of
certain of Quicksilver's oil and gas properties and related assets.
("Second Lien Collateral"). Quicksilver also entered into a Second
Lien Indenture, which governs Quicksilver's $200 million aggregate
principal amount second lien notes. The Second Lien Indenture is
also secured on a second lien basis by the Second Lien Collateral.
Quicksilver entered into the Second Lien Mortgages granting the
Second Lien Indenture Trustee, as Second Lien Collateral Agent, for
the benefit of the Second Lien Lenders and the Second Lien
Noteholders, a security interest in and liens on the Second Lien
Collateral. The Second Lien Mortgages do not grant the Second Lien
Collateral Agent an "all assets" lien, but instead, only collateral
specifically described as securing the Second Lien Obligations.
The Creditors Committee is represented by:
Richard S. Cobb, Esq.
Matthew B. McGuire, Esq.
Joseph D. Wright, Esq.
LANDIS RATH & COBB LLP
919 Market Street, Suite 1800
Wilmington, Delaware 19801
Telephone: (302)467-4400
Facsimile: (302)467-4450
E-mail: cobb@lrclaw.com
mcguire@lrclaw.com
wright@lrclaw.com
- and -
Andrew N. Rosenberg, Esq.
Elizabeth McColm, Esq.
Adam M. Denhoff, Esq.
PAUL, WEISS, RIFKIND, WHARTON
& GARRISON LLP
1285 Avenue of the Americas
New York, NY 10019
Telephone: (212)373-3000
Facsimile: (212)757-3990
E-mail: arosenberg@paulweiss.com
emccolm@paulweiss.com
adenhoff@paulweiss.com
About Quicksilver Resources
Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane. Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.
The Company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana. The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc., is headquartered in Calgary, Alberta.
Quicksilver Resources Inc. and certain of its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 15-10585) on March 17, 2015.
Quicksilver's Canadian subsidiaries were not included in the
chapter 11 filing.
The Company's legal advisors are Akin Gump Strauss Hauer & Feld
LLP in the U.S. and Bennett Jones in Canada. Richards Layton &
Finger, P.A., is legal co-counsel in the Chapter 11 cases.
Houlihan Lokey Capital, Inc. is serving as financial advisor.
Garden City Group Inc. is the claims and noticing agent.
The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion
in total assets, $2.35 billion in total liabilities and total
stockholders' deficit of $1.14 billion.
The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors. The Committee is represented by Landis Rath
& Cobb LLP's Richard S. Cobb, Esq., Matthew B. McGuire, Esq., and
Joseph D. Wright, Esq.; and Paul Weiss Rifkind Wharton & Garrison
LLP's Andrew N. Rosenberg, Esq., Elizabeth R. McColm, Esq., and
Adam M. Denhoff, Esq.
QUIKRETE HOLDINGS: S&P Raises CCR to 'BB-', Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Atlanta-based Quikrete Holdings Inc. to 'BB-' from
'B+'. The outlook is stable.
At the same time, S&P raised its issue-level rating on the
company's $1.2 billion senior secured first-lien term loan due 2020
to 'BB-' from 'B+', in line with the corporate credit rating. The
recovery rating on the senior secured first-lien term loan remains
'3', reflecting S&P's expectations for recovery in the lower half
of the meaningful range (50% to 70%) in the event of a payment
default. In addition, S&P raised its issue-level rating on
Quikrete's $190 million senior secured second-lien term loan due
2020 to 'B' from 'B-'. The recovery rating on the senior secured
second-lien term loan remains '6', reflecting S&P's expectations of
negligible (0% to 10%) recovery in the event of a payment default.
"The stable rating outlook reflects S&P's expectation that during
the next 12 months the company will continue to generate positive
free cash flow and maintain strong liquidity while maintaining
total leverage below 5x and FFO to debt below 20%, commensurate
with an aggressive financial risk assessment," said Standard &
Poor's credit analyst Maurice Austin.
A downgrade is less likely in the next year, given S&P's favorable
outlook for residential home construction and remodeling spending.
However, S&P could consider a negative rating action if the
increase in remodeling spending failed to materialize as S&P
expected, resulting in weaker-than-expected financial performance
such that gross margins decline in excess of 300 basis points and
the company's leverage exceeds 5x, commensurate with a "highly
leveraged" financial risk profile.
S&P currently views an upgrade as unlikely within the next year.
However, S&P would reassess its view if the company took actions to
deleverage the capital structure, such that S&P came to expect debt
to EBITDA to be less than 4x on a sustained basis, commensurate
with a "significant" financial risk profile.
RAAM GLOBAL: Files for Chapter 11; In Search of Buyers
------------------------------------------------------
RAAM Global Energy Company, Century Exploration New Orleans, LLC,
Century Exploration Houston, LLC, and Century Exploration
Resources, LLC sought Chapter 11 bankruptcy protection in Texas
after efforts to implement an out-of-court restructuring have
failed.
Engaged in the exploration, development, production, exploitation,
and acquisition of oil and natural gas properties, the Debtors have
invested over $1.5 billion in developing oil and gas assets since
their inception, court documents indicate.
The Debtors blamed their liquidity problems to a confluence of
factors, including a historic decline in the prices of crude oil
and natural gas since the summer of 2014. Furthermore, the Debtors
said they were forced to direct much of their technical efforts and
drilling capital in 2013 and 2014 to drilling new wells to
reestablish production, hold leases, and maintain reserves, after
the Flipper Field in Texas suffered a catastrophic collapse.
James R. Latimer, III, chief restructuring officer of the Debtors,
said in a declaration filed with the court that the Debtors are
presently negotiating a credit bid stalking horse purchase
agreement with the holders of approximately 99% of the outstanding
debt under a term loan facility, and are seeking to present a
credit bid stalking horse purchase agreement and bid procedures to
the Court before Nov. 6, 2015.
"Such credit bid stalking horse purchase agreement and bid
procedures will create a defined sale process, and the Debtors hope
that interested parties will bid on its assets in such process to
maximize the value of their estates," Mr. Latimer maintained.
According to Mr. Latimer, the Debtors and their investment bankers
have undertaken a thorough marketing process seeking third party
stalking horse bidders but have been unable to secure an acceptable
third party stalking horse bid at this time after a significant
marketing process.
The Debtors disclosed they have an outstanding indebtedness of
$63.8 million to Wilmington Trust, National Association, as
administrative agent under a Fifth Amended and Restated Credit
Agreement dated as of Sept. 12, 2014, and $238 million to holders
of 12.5% senior secured notes, both as of Sept. 30, 2015.
The Debtors did not make the scheduled interest payment to the
holders of the Notes that was due on April 1, 2015, which was a
default under the Indenture, Court documents suggest. This
non-payment also constituted a default under the Fifth Amended and
Restated Credit Agreement. Total unpaid and accrued interest at
July 31, 2015, was $25.4 million.
The Debtors entered into the Forbearance Agreement, in April 2015,
to 12.50% Senior Secured Notes Indenture with holders of
approximately 94% of the face value of the Notes and the
Forbearance Agreement and Second Amendment to the Fifth Amended and
Restated Credit Agreement with Wilmington Trust, National
Association, as administrative agent, and the lenders under the
Term Loan Facility. The Forbearance Agreements expired on Sept.
14, 2015.
"Although the Debtors have actively worked with investment banking
advisors to refinance the Notes, due to the current economic
environment the Debtors have been unable to raise cash or identify
capital resources from other sources such as bank funding, private
investment, or the public debt and equity markets," Mr. Latimer
disclosed.
The Debtors previously sought to restructure their liabilities
pursuant to an exchange offer and consent solicitation that was
initiated on June 4, 2015. However, the Exchange Offer was
terminated in August 2015 as conditions to closing were not met.
First Day Motions
Contemporaneously with the bankruptcy petition, the Debtors are
seeking entry of Court orders approving first day pleadings. The
Debtors, among other things, seek permission to use existing cash
management system, utilize collateral, pay prepetition wages to
employees, pay critical vendor claims and establish restrictions of
transfers of interest in their estates.
A copy of the declaration in support of the First Day Motions is
available for free at:
http://bankrupt.com/misc/20_RAAMGLOBAL_Declaration.pdf
About RAAM Global
RAAM Global Energy Company, et al., filed Chapter 11 bankruptcy
petitions (Bankr. S.D. Tex. Proposed Lead Case No. 15-35615) on
Oct. 26, 2015. The petitions were signed by James R. Latimer as
chief restructuring officer.
The Debtors estimated assets of more than $50 million and
liabilities in the range of $100 million to $500 million.
The Debtors listed unsecured trade and vendor claims in the
aggregate amount of $3.3 million.
Judge Marvin Isgur is assigned to the case.
RAAM GLOBAL: Proposes to Pay $880,600 for Critical Vendor Claims
----------------------------------------------------------------
RAAM Global Energy Company, et al., seek Bankruptcy Court
permission to pay $880,603 to 74 vendors that are essential to
their business operations. A list of the Critical Vendors is
available for free at:
http://bankrupt.com/misc/14_RAAM_ListofVendors.pdf
According to the Debtors, each of the Critical Vendors provides
critical and necessary goods and services to them, including, inter
alia,
salt water removal services critical to their drilling operations,
waste disposal services, oil field services, drilling supplies and
materials, and information technology and other computer-related
services.
"The Debtors are mindful of their fiduciary obligations to seek to
preserve and maximize the value of their bankruptcy estates,"
Bradley R. Foxman, Esq., at Vinson & Elkins LLP, counsel to the
Debtors, tells the Court. "The preservation of key business
relationships and minimization of the effects of the chapter 11
process on the end users of the Debtors' oil and gas activities are
among management's primary goals as the Debtors transition into
chapter 11," he relates.
About RAAM Global
RAAM Global Energy Company, Century Exploration New Orleans, LLC,
Century Exploration Houston, LLC, and Century Exploration
Resources, LLC filed Chapter 11 bankruptcy petitions (Bankr. S.D.
Tex. Proposed Lead Case No. 15-35615) on Oct. 26, 2015. The
petitions were signed by James R. Latimer as chief restructuring
officer.
RAAM Global is an independent oil and natural gas exploration and
production company engaged in the exploration, development,
production, exploitation, and acquisition of oil and natural gas
properties.
The Debtors estimated assets of more than $50 million and
liabilities in the range of $100 million to $500 million.
The Debtors listed unsecured trade and vendor claims in the
aggregate amount of $3.3 million.
RAAM GLOBAL: Seeks to Use Cash Collateral of Secured Parties
------------------------------------------------------------
RAAM Global Energy Company and its debtor affiliates seek authority
from the Bankruptcy Court to use cash and and all other
prepetition collateral, on an interim and final basis, in
accordance with a proposed 13-week cash disbursements and receipts
budget. The Debtors assert they have an immediate need to use Cash
Collateral to, among other things, permit the orderly continuation
of their obligations and preserve the going concern value of their
business.
"The Debtors are without sufficient funds, other than Cash
Collateral, to operate for 15 or more days until the Final Hearing
can be held," says Bradley R. Foxman, Esq., at Vinson & Elkins LLP,
attorney for the Debtors. "Access to Cash Collateral on an interim
basis is critical and necessary to avoid immediate and irreparable
harm to the value of their assets," he adds.
On Sept. 12, 2014, Century Exploration New Orleans, LLC, Century
Exploration Houston, LLC, and Century Exploration Resources, LLC
entered into a Fifth Amended and Restated Credit Agreement with
Wilmington Trust, National Association, as administrative agent.
The Fifth Amended and Restated Credit Agreement provides the
Debtors with an $85 million term loan facility that is secured by a
first lien on substantially all of the Debtors' real and personal
property. As of Sept. 30, 2015, approximately $63.8 million was
outstanding under the Term Loan Facility.
On Sept. 24, 2010, RAAM completed an offering of $150 million
senior secured notes at a coupon rate of 12.5%. On July 15, 2011,
RAAM completed the issuance and sale of $50 million aggregate
principal amount of additional 12.5% Senior Notes. On April 11,
2013, RAAM successfully completed the issuance and sale of $50
million aggregate principal amount of additional 12.5% senior
secured notes due 2015. The Bank of New York Mellon Trust Company,
National Association, serves as Indenture Trustee. As of Sept. 30,
2015, a total of $238 million notional amount of the Notes was
outstanding.
RAAM Global, et al., are actively pursuing a sale process to sell
their assets for repaying their indebtedness and maximizing the
recovery to all creditors. According to the Debtors, absent the
ability to use Cash Collateral, they will be forced to shut down
all of their operations abruptly, which they will negatively impact
the value of their assets and eliminate any prospect for a
distribution to certain creditors.
The Debtors contend that the Prepetition Secured Parties' interest
in their Prepetition Collateral will be adequately protected
because they will grant the Prepetition Secured Parties valid and
perfected Adequate Protection Liens to secure against Collateral
Diminution. Such Adequate Protection Liens include replacement
liens on collateral that was not encumbered on the Petition Date.
The Debtors will also grant the Prepetition Secured Parties allowed
administrative Adequate Protection Claims.
The Debtors will also pay as adequate protection (i) the reasonable
professional fees, expenses and disbursements incurred by the First
Lien Agent and/or the First Lien Lenders under the First Lien
Credit Agreement arising prior and subsequent to the Petition Date
and (ii) all accrued and unpaid prepetition or post-petition
interest, fees and costs due and payable under the First Lien
Credit Agreement.
Furthermore, the Debtors will provide the Prepetition Secured
Parties with ample reporting information regarding, among other
things, prospective asset sales, business plans, updated cash flow
forecasts and budgets. This information will enable the
Prepetition Secured Parties to monitor their interests in the
Prepetition Collateral and Cash Collateral.
About RAAM Global
RAAM Global Energy Company, Century Exploration New Orleans, LLC,
Century Exploration Houston, LLC, and Century Exploration
Resources, LLC filed Chapter 11 bankruptcy petitions (Bankr. S.D.
Tex. Proposed Lead Case No. 15-35615) on Oct. 26, 2015. The
petitions were signed by James R. Latimer as chief restructuring
officer.
RAAM Global is an independent oil and natural gas exploration and
production company engaged in the exploration, development,
production, exploitation, and acquisition of oil and natural gas
properties.
The Debtors estimated assets of more than $50 million and
liabilities in the range of $100 million to $500 million.
The Debtors listed unsecured trade and vendor claims in the
aggregate amount of $3.3 million.
RELATIVITY MEDIA: Jane Does Object to Discharge of Claims
---------------------------------------------------------
Plaintiffs Jane Doe I, Jane Doe II and Jane Doe III, in an
adversary proceeding, ask the U.S. Bankruptcy Court for the
Southern District of New York to prevent the defendants Long Pond
Media, LLC & Relativity Media LLC, from discharging the Plaintiffs'
Claims against them.
The Plaintiffs relate that the television series "8 Minutes" is an
A&E "reality" show that was produced by defendant Long Pond Media
Networks LLC & Relativity Media, LLC for A&E Television Networks
LLC in late 2014 and early 2015. The Plaintiffs further relate
that the show was filmed in Houston, Texas and that the Defendants
sought out women advertising on escort websites to appear for
interviews on the show. The Plaintiffs allege that they were
contacted by the agents and/or employees of the Defendants. They
further allege that to procure the parties' attendance on the show,
the Plaintiffs were told that by appearing on the show, the
Defendants would provide them the ability to abandon sex work and
would provide housing, medical and mental health care, educational,
employment, legal and rehabilitation assistance. The Plaintiffs
contend that they were also informed that their faces would be
blurred during the airing of the nationally broadcast television
program. The Plaintiffs tell the Court that after filming the
show, the Defendants failed to provide any of the promised
assistance. The Plaintiffs further tell the Court that the
Defendants did not blur out the faces of Jane Doe II or Jane Doe
III during the nationally televised broadcast of the 8 Minutes
show.
The Plaintiffs initially brought suit against the Defendants, as
well as A&E Television Newtorks LLC, in the District Court for the
133rd Judicial District in Harris County, Texas. The Defendants
filed a Notice of Suggestion of Bankruptcy, notifying the State
Court that they had filed a voluntary petition for relief under
chapter 11 of the United States Code. As a result of the
Defendants' Chapter 11 petition, the action in the State Court was
stayed.
The Plaintiffs have asserted the following claims against the
Defendants in the State Court Action: (a) fraudulent inducement;
(b) negligent misrepresentation; (c)intentional infliction of
emotional distress; and (d) invasion of privacy.
The Plaintiffs contend that their claims against the Defendants are
non-dischargeable as a result of the Defendants' willful and
malicious conduct and services obtained by a false representation,
or actual fraud that has injured the Plaintiffs.
Jane Doe I, Jane Doe II and Jane Doe III represented by:
Damon Mathias, Esq.
MATHIAS CIVIL JUSTICE PLLC
233 S. Wacker, Suite 9820
Chicago, Illinois 60606
Telephone: (312)738-5323
Facsimile: (312)738-5323
E-mail: damon@mcjlegal.com
About Relativity
Relativity -- http://relativitymedia.com/-- is a next-generation
global media company engaged in multiple aspects of content
production and distribution, including movies, television, sports,
digital and music. More than just a collection of
entertainment-related businesses, Relativity is a content engine
with the ability to leverage each of these business units,
independently and together, to create content across all mediums,
giving consumers what they want, when they want it.
Relativity Studios, the Company's largest division, has produced,
distributed or structured financing for more than 200 motion
pictures, generating more than $17 billion in worldwide box-office
revenue and earning 60 Oscar nominations. Relativity's films
include Oculus, Safe Haven, Act of Valor, Immortals, Limitless,
and The Fighter.
Relativity Media LLC and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code on July 30, 2015 (Bankr.
S.D.N.Y., Case No. 15-11989). The case is assigned to Judge
Michael E. Wiles.
The Debtors are represented by Craig A. Wolfe, Esq., Malani J.
Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin
Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq.,
Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day,
in New York.
Brian Kushner of FTI Consulting, Inc., serves as chief
restructuring officer and crisis and turnaround manager. Luke
Schaeffer of FTI Consulting, Inc., serves as deputy CRO.
Blackstone Advisory Partners L.P. serves as the Debtors'
investment banker. The team is led by Timothy Coleman, Senior
Managing Director, CJ Brown, Senior Managing Director, Paul
Sheaffer, Vice President, and Joseph Goldschmid, Associate.
The Debtors' noticing and claims agent is Donlin, Recano &
Company, Inc.
* * *
An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct.
20, 2015, completed its purchase of the assets of
Relativity Television from the Chapter 11 estate of Relativity
Media. Relativity Television will now operate as a fully
independent entity led by Tom Forman as Chief Executive Officer and
Andrew Marcus as President and Chief Operating Officer.
REPUBLIC AIRWAYS: Pilots Approve Labor Contract
-----------------------------------------------
Susan Carey, writing for The Wall Street Journal, reported that
regional carrier Republic Airways Holdings Inc., which warned over
the summer that it could be forced to file for bankruptcy-court
protection if it couldn't solve its pressing pilot hiring and
retention challenges, said on Oct. 28 that a majority of its 2,100
aviators approved a new three-year labor contract that
significantly raises pay and improves work rules.
According to the report, the pact, which will go into effect in a
few days, will succeed the current contract, which hadn't been
updated in eight years. The new deal lifts starting first-officer
pay to $40 an hour, raises pay for other first officers and boosts
captain pay, the Journal said.
Indianapolis-based Republic said it would invest about $50 million
a year over the three-year duration of the new contract, including
signing bonuses and anniversary bonuses, the Journal related. This
improved pay is expected to help Republic stem the loss of pilots
to other airlines and revive its recruitment pipeline, the report
added.
As previously reported by The Troubled Company Reporter, Republic
Airways on Sept. 28 said it reached consensual agreement with its
2,100 pilots on a new three-year contract.
Republic Airways Holdings Inc. is the holding company of
Chautauqua
Airlines, Inc., Shuttle America Corporation and Republic Airline
Inc. The Republic-owned airlines offer scheduled passenger
services on 1,253 flights daily to 105 cities in the U.S. and
Canada.
ROSETTA GENOMICS: Incurs $6.68 Million Net Loss in H1 2015
----------------------------------------------------------
Rosetta Genomics Ltd. reported a net loss of $6.68 million on $2.27
million of revenues for the six months ended June 30, 2015,
compared to a net loss of $7.18 million on $554,000 of revenues for
the same period during the prior year.
As of June 30, 2015, Rosetta Genomics had $23.3 million in total
assets, $3.49 million in total liabilities and $19.8 million in
total shareholders' equity.
A copy of the Report is available for free at:
http://is.gd/1WMRW8
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.
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.
SAFE & SECURE: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Safe & Secure Self Storage, L.L.C.
141 Lanza Avenue
Garfield, NJ 07026
Case No.: 15-30154
Nature of Business: Self Storage Facility
Chapter 11 Petition Date: October 27, 2015
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Judge: Hon. Stacey L. Meisel
Debtor's Counsel: Paul R. DeFilippo, Esq.
WOLLMUTH MAHER & DEUTSCH LLP
One Gateway Center, 9th Flr.
Newark, NJ 07102
Tel: (973) 733-9200
Fax: (973) 733-9292
Email: pdefilippo@wmd-law.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Anthony V. Pugliese, III, sole manager.
A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb15-30154.pdf
SAMSON RESOURCES: Unsecured Creditors Balks at Chapter 11 Moves
---------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that the unsecured
creditors committee in the Samson Resources Corp. bankruptcy began
mounting some opposition on Oct. 22, 2015, to the oil and gas
producer's prearranged reorganization strategy, arguing that
several planned moves could eventually eviscerate general unsecured
creditors' already-small potential recoveries.
In a series of objections in Delaware bankruptcy court, the
official committee of unsecured creditors took aim at a number of
measures the Oklahoma-based debtor is planning in the management of
its case, chiefly a bid to pay roughly $100 million in prepetition
debt early.
About Samson Resources
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015.
Philip W. Cook signed the petition as executive vice president and
chief financial officer. The Debtors estimated assets and
liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker. Garden City Group, LLC serves as claims and noticing agent
to the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors.
SRAM LLC: S&P Lowers CCR to 'B+', Outlook Negative
--------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Chicago-based SRAM LLC to 'B+' from 'BB-'. The outlook
is negative.
"At the same time, we revised our recovery rating to '3' from '4'
on the company's senior secured credit facilities (consisting of a
$40 million revolver due 2018 and a $715 million term loan due
2020), reflecting improved recovery prospects due to debt repayment
under the facility. The '3' recovery rating represents meaningful
recovery (50% to 70%, on the lower end of the range) prospects for
lenders in the event of a payment default. However, we are
lowering the issue-level rating on this debt one notch to 'B+' from
'BB-', in line with our recovery notching criteria and the lower
corporate credit rating," S&P said.
"The downgrade reflects our lower EBITDA forecast through 2016 due
to lower bike components volumes in both the original equipment
manufacturer and aftermarket channels," said Standard & Poor's
credit analyst Emile Courtney.
The negative outlook reflects leverage that will spike to above 5x
in 2015, which is weak for the aggressive financial risk
assessment.
SURGERY CENTER: Moody's Lowers Rating on 1st Lien Loans to B2
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings on Surgery Center
Holdings, Inc.'s existing senior secured first lien credit
facilities to B2 from B1. Concurrently, Moody's changed the rating
outlook to positive from negative. At the same time, Moody's
affirmed the company's B3 Corporate Family Rating, B3-PD
Probability of Default Rating and Caa2 senior secured second lien
term loan rating. Moody's has assigned a Speculative Grade
Liquidity Rating of SGL-2 reflecting good liquidity.
The positive outlook reflects Surgery Partners' improved debt
capital structure, namely the repayment of about $243 million of
second lien term loans with proceeds raised from the company's $256
million initial public offering. Moody's estimates that pro forma
LTM debt to EBITDA for the period ended June 30, 2015, improved to
about 7.2 times from 8.6 times (without unrealized Symbion
synergies). Furthermore, it is Moody's expectation that Surgery
Partners' leverage will improve further and achieve the 5.5 times
range over the next eighteen months. The company is also expected
to remain disciplined with the use of free cash flow, primarily for
a combination of acquisitions and further debt repayment.
The downgrade of the company's senior secured credit facilities
ratings reflects a reduction in loss absorption within the capital
structure, following the repayment of $243 million senior secured
second lien term loans. The second lien term loans had previously
provided sufficient cushion to the existing senior secured first
term loans to warrant a two notch upgrade, in accordance with
Moody's loss given default methodology.
Following is a summary of Moody's ratings actions for Surgery
Center Holdings, Inc.:
Ratings downgraded:
Senior secured revolver expiring 2019 to B2 (LGD 3) from B1
(LGD 3)
Senior secured first lien term loan due 2020 to B2 (LGD 3) from
B1 (LGD 3)
Ratings assigned:
Speculative Grade Liquidity Rating of SGL-2
Ratings affirmed
Corporate Family Rating at B3
Probability of Default Rating at B3-PD
Senior secured second lien term loan due 2021 at Caa2 (LGD 5)
RATING RATIONALE
The B3 Corporate Family Rating reflects Surgery Partners' high
financial leverage and the company's aggressive acquisition
history. In addition, the rating is constrained by the high
underemployment rate and increasing healthcare expense burden on
patients that could temper procedure volumes in the year ahead. In
addition, the potential for rate compression from government
sponsored programs (mostly Medicare) and commercial payors over the
longer-term is a concern.
The rating benefits from the favorable long-term growth prospects
for the sector, as many patients and payors prefer the outpatient
environment (primarily due to lower cost and better outcomes) for
certain specialty procedures.
The positive outlook reflects Moody's expectation that credit
metrics will continue to improve through earnings growth from
existing businesses as well as acquisitions, while funding future
acquisitions primarily with free cash flow.
If over time Surgery Partners can effectively manage the
integration of Symbion without financial or operational disruption,
while maintaining good liquidity, the rating could be upgraded.
More specifically, for a rating upgrade to occur given the
company's size and debt leverage, debt to EBITDA would have to be
sustained around 6 times.
In addition, the rating could be downgraded if pricing or volumes
weaken, such that financial performance is impacted, resulting in
deterioration in credit metrics. The rating could be downgraded if
liquidity deteriorates or if the company's free cash flow turns
negative.
Surgery Partners, headquartered in Nashville, TN, is an operator of
short stay surgical facilities and physician practices in 29
states. The surgical facilities, which include ASCs and surgical
hospitals, primarily provide non-emergency surgical procedures
across many specialties, including, among others, cardiology,
gastroenterology, ophthalmology, orthopedics and pain management.
The principal methodology used in these ratings was Global
Healthcare Service Providers published in December 2011.
T-MOBILE USA: Moody's Affirms 'Ba3' CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to T-Mobile USA,
Inc.'s proposed $1 billion Term Loan B. T-Mobile intends to use
the net proceeds from the offering for general corporate purposes,
which may include acquisition of additional spectrum. Moody's
expectation is that the percentage of secured debt in the capital
structure will remain relatively modest over time. The company's
commitment to manage the business in a manner that preserves the
existing ratings on the unsecured notes supports this view. Moody's
also affirmed T-Mobile's Ba3 corporate family rating, Ba3-PD
probability of default rating, and Ba3 senior unsecured notes
rating. The speculative grade liquidity rating remains SGL-1 and
the outlook remains stable.
Issuer: T-Mobile USA, Inc.
Corporate Family Rating -- Ba3, affirmed
Probability of Default Rating -- Ba3-PD, affirmed
Speculative Grade Liquidity Rating -- SGL-1, affirmed
Outlook -- Stable
Senior Secured Term Loan B -- Assigned Baa3 (LGD1)
Senior Unsecured Notes -- Ba3 ( LGD4) affirmed
RATINGS RATIONALE
T-Mobile's Ba3 CFR reflects Moody's expectation for sustained
market share gains as innovative service offerings, improving
network performance and good customer service continue attracting
new customers. Moody's expects this solid execution will lead to
rapidly growing positive free cash flow generation starting next
year. In addition, a strong liquidity profile and valuable
spectrum assets also provide credit support. These strengths are
offset by the company's distant third position in the highly
competitive U.S. wireless industry, the capital intensity
associated with building out its 4G LTE network to manage rapidly
rising bandwidth demand and a moderately leveraged balance sheet.
The rating does not receive any lift as a result of Deutsche
Telekom AG's ("DT") ownership stake as DT has made no secret of its
desire to exit the US market.
The ratings for T-Mobile's debt instruments comprise the overall
probability of default of the company, to which Moody's assigns a
Probability of Default Rating of Ba3-PD, the average family loss
given default assessment and the composition of the debt
instruments in the capital structure. The new 1st lien senior
secured debt is rated Baa3 (LGD1). The three-notch differential
from the Ba3 CFR reflects the structural seniority provided by
secured guarantees from the operating subsidiaries of T-Mobile
together with a secured first priority interest in all tangible and
intangible assets of T-Mobile and the guarantors. Moody's also
ranks the company's EIP and service receivables securitization
facilities pari passu to T-Mobile's 1st lien senior secured debt.
Moody's rates all of T-Mobile's senior unsecured notes Ba3 (LGD4),
in line with the company's CFR and the LGD model outcome. Moody's
expectation is that the secured debt percentage in the capital
structure will not increase materially over time. The company's
commitment to manage the business in a manner that preserves the
existing ratings on the unsecured notes supports this view.
T-Mobile also has a $500 million senior unsecured revolving credit
facility provided by DT. The revolver is guaranteed by T-Mobile
and by all of its wholly-owned domestic restricted subsidiaries
(other than immaterial subsidiaries and certain designated
subsidiaries). The revolving credit facility ranks pari passu to
T-Mobile's senior unsecured notes.
Moody's expects T-Mobile to maintain very good liquidity (SGL-1)
over the next twelve months, primarily consisting of large cash
balances. On Sept. 31, 2015, T-Mobile had $2.6 billion in cash and
also has access to $500 million under its senior unsecured
revolving credit facility with DT, which expires in 2018. Taking
into consideration the recent debt raise, and possible additional
debt raises, Moody's expects the company to maintain a fairly large
amount of cash and short-term investments going into the broadcast
spectrum auction, currently scheduled for March 2016. Moody's
believes that the existing rating could tolerate about $10 billion
of debt-funded spectrum purchases within the next year.
Cash from operations (Moody's adjusted) is expected to be about
$6.5 billion in 2015 and capital spending (Moody's adjusted) is
expected to be about $6.3 billion, resulting in about $200 million
of negative free cash flow. Moody's expects T-Mobile will be in a
position to generate at least $200 million of positive free cash
flow for FYE2016. The company does not have any large debt
maturities until 2018 when $500 million of notes mature and the DT
revolving credit facility expires. Moody's also recognizes that
the company has a broad spectrum portfolio and its assets are
divisible by markets, which could potentially be sold if needed,
without impacting its core business.
Continued strong execution and additional market share gains
leading to meaningful margin expansion and free cash flow
generation in 2016 underpin our stable outlook. The stable outlook
also incorporates our expectation for significant additional
spectrum purchases during the next few years.
Although not immediately anticipated due to Moody's expectations
for significant debt funded spectrum purchases over the next few
years, T-Mobile's rating could be upgraded if the company continues
its strong growth trajectory path by further reducing churn and
increasing subscriber counts. Specifically, Moody's could raise
the rating if leverage is likely to drop (and be sustained) below
4.0x and free cash flow were to improve to the high single digits
percentage of total debt (note that all cited financial metrics are
referenced on a Moody's adjusted basis).
Downward rating pressure could develop if T-Mobile's leverage
approaches, and is likely to be sustained around 4.5x and free cash
flow drops below 2% of total debt. This could occur if EBITDA
margins come under sustained pressure, declining to below 30% for a
meaningful amount of time or if future debt-funded spectrum
purchases significantly exceed Moody's expectations. In addition,
deterioration in liquidity could pressure the rating downward.
The principal methodology used in this rating was Global
Telecommunications Industry published in December 2010.
THANE INT'L: Gets Provisional Relief Staying U.S. Actions
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order granting provisional relief pursuant to Section 1519 of the
Bankruptcy Code:
(a) staying any and all actions or proceedings against Thane
International, et al., and their assets in the United
States, including actions by all persons and entities to
seize, attach, possess, execute against, and/or enforce
any claim or lien against any property located in the
United States in which the Debtors have an interest; and
(b) preserving contracts that have not been terminated and
staying all persons and entities from taking any action to
terminate or modify any executory contract or unexpired
lease with any of the Debtors.
The provisional relief will extend through and including the date
on which the Bankruptcy Court rules on Richter Advisor Group,
Inc.'s Verified Petition for Recognition of Foreign Main
Proceeding.
The Bankruptcy Court found that Richter, as receiver, has
demonstrated a substantial likelihood of success on the merits that
the Debtors are the subject of a pending foreign main proceeding in
Canada and that the Receiver is the foreign representative of the
Debtors.
The Court said the Receiver has demonstrated that, without the stay
of execution against the Debtors' assets located in the United
States and protections of Section 362 of the Bankruptcy Code, there
is a material risk that the Debtors will suffer irreparable harm to
the value of their business, assets, and property located in the
United States.
According to the Court, the Receiver has demonstrated that, without
the protections of Section 365 of the Bankruptcy Code, there is a
material risk that key contracts may not be preserved and that
counterparties to certain of the Debtors' agreements may take the
position that the commencement of the Canadian Proceeding
authorizes them to terminate those contract or accelerate
obligations thereunder.
About Thane International
Headquartered in Mississauga, Ontario, the Thane Group operates a
multi-national direct response business. The Thane Group focuses
on the sale of unique consumer products using developed promotional
programs with product development (in-house and through third
parties), manufacturing (through third parties) and distribution
(in-house and through third parties) directly to consumers locally
and globally as well as distribution of those products through
traditional retail store distribution channels to consumers.
Thane International, Inc., et al., filed Chapter 15 petition
(Bankr. D. Del. Lead Case No. 15-12186) on Oct. 25, 2015.
The Debtors estimated assets in the range of $10 million to $50
million and liabilities of more than $100 million.
Womble Carlyle Sandridge & Rice, LLP represents the Receiver as
counsel.
THANE INT'L: Seeks U.S. Recognition of Canadian Sale Order
----------------------------------------------------------
Richter Advisory Group Inc., the court-appointed receiver and duly
authorized foreign representative for Thane International, Inc.,
Thane Direct, Inc., Thane Direct Company, West Coast Direct
Marketing, Inc., TDG, Inc., Thane Direct Canada Inc., and Thane
Direct Marketing, Inc., seeks recognition in the United States of
the Canadian Court's order authorizing the sale of substantially
all of the Debtors' business to insiders.
Pursuant to an order dated Oct. 23, 2015, the Canadian Court has
authorized the sale and transfer by the Receiver of the Debtors'
right, title, and interest in and to substantially all of their
business to a newly incorporated Canadian entity ("New Thane
Holdco") and certain subsidiaries (the "New Thane Purchasers"),
pursuant to that certain Offer to Purchase, by and between the
Receiver and the New Thane Purchasers, dated Oct. 16, 2015, free
and clear of all claims, liabilities and encumbrances.
The Canadian Court has authorized consummation of the Purchase
Transaction, carried out by the Receiver, as the best option for
maximizing and preserving the enterprise value of the Thane Debtors
for the benefit of the Thane Debtors' creditors, including their
employees, customers, and suppliers.
The Vesting Order authorizes the Receiver to take all actions or
steps necessary to complete the transactions contemplated by the
Purchase Agreement without further approval of the Canadian Court.
The shares of New Thane Holdco will initially be owned indirectly
by two of the three existing Senior Lenders (Bank of Montreal and
National Bank of Canada), as to a minority interest, and certain of
the existing management team of the Thane Group, as to the
remaining majority interest.
The New Thane Purchasers have offered to purchase the Thane
Business for $50 million, together with the assumption of most but
not all of the existing contractual and trade creditor liabilities
of the Debtors and the payment of certain transaction costs. The
purchase price is to be funded by way of financing to be provided
to New Thane Holdco by certain of the Senior Lenders, and the cash
proceeds of the transaction are to be immediately distributed by
the Receiver and applied in reduction of the existing indebtedness
owed to the Senior Lenders.
BMO and National Bank of Canada, through an intermediary holding
company, will hold a total of 35% of the initial overall equity in
New Thane Holdco. Amir Tukulj and Russel Orelwitz, on behalf of
themselves and other members of the senior management of the Thane
Group, will hold a total of 65% of the initial overall equity in
New Thane Holdco.
The liabilities for most unsecured creditors, including in
particular trade suppliers, will be assumed. The New Thane
Purchasers will not be assuming liability for any outstanding
lawsuits or for liabilities associated with contracts specifically
excluded from the Purchase Transaction.
If the Purchase Transaction is approved and closes, the
indebtedness currently outstanding to the Senior Lenders will be
reduced by approximately $50 million.
The New Thane Purchasers intend to hire substantially all of the
existing employees of the Debtors.
The Sale is a private sale and will not be subject to higher and
better offers at a public auction.
About Thane International
Headquartered in Mississauga, Ontario, the Thane Group operates a
multi-national direct response business. The Thane Group focuses
on the sale of unique consumer products using developed promotional
programs with product development (in-house and through third
parties), manufacturing (through third parties) and distribution
(in-house and through third parties) directly to consumers locally
and globally as well as distribution of those products through
traditional retail store distribution channels to consumers.
Thane International, Inc., et al., filed Chapter 15 petition
(Bankr. D. Del. Lead Case No. 15-12186) on Oct. 25, 2015.
The Debtors estimated assets in the range of $10 million to $50
million and liabilities of more than $100 million.
Womble Carlyle Sandridge & Rice, LLP represents the Receiver as
counsel.
THANE INT'L: US Court Directs Joint Administration of Ch. 15 Cases
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order directing the joint administration (for procedural purposes
only) of the Chapter 15 cases of Thane International, Inc., Thane
Direct, Inc., TDG, Inc., West Coast Direct Marketing, Inc., Thane
Direct Company, Thane Direct Canada Inc., and Thane Direct
Marketing, Inc.
All further pleadings and other papers filed in this case shall be
filed in, and all further docket entries shall be made in the
docket of Thane International, Inc., Case No. 15-12186.
About Thane International
Headquartered in Mississauga, Ontario, the Thane Group operates a
multi-national direct response business. The Thane Group focuses
on the sale of unique consumer products using developed promotional
programs with product development (in-house and through third
parties), manufacturing (through third parties) and distribution
(in-house and through third parties) directly to consumers locally
and globally as well as distribution of those products through
traditional retail store distribution channels to consumers.
Thane International, Inc., et al., filed Chapter 15 petition
(Bankr. D. Del. Lead Case No. 15-12186) on Oct. 25, 2015.
The Debtors estimated assets in the range of $10 million to $50
million and liabilities of more than $100 million.
TOLL BROTHERS: Moody's Assigns Ba1 Rating on New $350MM Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Toll Brothers
Finance Corp.'s proposed $350 million of senior unsecured notes due
2025, proceeds of which will be used for general corporate
purposes. The company's Ba1 corporate family rating, Ba1-PD
probability of default rating, Ba1 rating on existing senior
unsecured notes, and SGL-2 speculative grade liquidity rating
remain unchanged. The rating outlook is stable.
These rating actions were taken:
Issuer: Toll Brothers Finance Corp.:
Proposed $350 million of senior unsecured notes due 2025,
assigned Ba1( LGD4)
Existing backed senior unsecured notes, unchanged at Ba1 (LGD4)
Rating outlook is stable.
Issuer: Toll Brothers, Inc.:
Corporate family rating, unchanged at Ba1;
Probability of default rating, unchanged at Ba1-PD;
Speculative grade liquidity assessment, unchanged at SGL-2;
Rating outlook is stable.
RATINGS RATIONALE
Toll Brothers Finance Corp. is the issuing entity for the senior
unsecured notes of Toll Brothers, Inc. The proposed new senior
unsecured notes as well as the existing issues of senior unsecured
notes are guaranteed both by Toll and by the latter's principal
operating subsidiaries. The proposed new notes are pari passu with
the existing senior unsecured notes. The company's adjusted
homebuilding debt to capitalization ratio will increase to
approximately 48% from about 44% at July 31, 2015, pro forma for
the $350 million note offering.
Toll's Ba1 corporate family rating reflects the company's improving
operating results and relatively quick post-Shapell strengthening
in most of its credit metrics to return them back to Ba1 levels.
In addition, while this 2014 acquisition temporarily strained
Toll's balance sheet, it simultaneously provided the company with
an impressive, well-located, largely entitled land position in a
state with a limited supply of finished and entitled lots and solid
demand for new homes.
The Ba1 corporate family rating also considers the company's good
liquidity profile, as captured in its SGL-2 rating, and its
better-than-expected performance in its high-density, mid- and
high-rise tower business. The rating is also supported by Toll's
leadership position in its upper-end homebuilding niche and an
ability to greatly restrict, or even shut off entirely, its land
spend for relatively long periods of time without incurring the
need to race to catch up when the market turns. This latter
characteristic enables the company generally to control how much
GAAP cash flow it wishes to generate or even whether it wishes this
figure to be positive or not.
However, at the same time, Moody's recognizes the additional risk
in the company's business profile associated with the more volatile
and capital intensive high-rise and high-density mid-rise business,
the Gibraltar Capital business (which purchases distressed loan and
real estate asset portfolios), and its new investments in the
apartment construction and development business. While building
luxury high rise towers in the metropolitan New York City area has
been an important contributor to Toll's strong earnings performance
in recent years, a slowdown in the metro area's economy -- whether
from a Wall Street pause, foreign buyers retrenching, or a general
economic decline -- could leave the company with large investments
generating little return and requiring sizable write downs. And,
of course, if the California market should turn quickly and sharply
negative, the company's now much larger California exposure would
be impaired. This could leave the company's debt leverage at higher
than normal levels and weaken its liquidity.
Toll Brothers carries a speculative-grade liquidity rating of
SGL-2, indicating that its liquidity position for the next 12-18
months is expected to be good. As of July 31, 2015, the company
had about $405 million of unrestricted cash and equivalents. Also
as of July 31, 2015, its $1.035 billion unsecured revolver due 2018
had $220 million drawn and $103.8 million of outstanding letters of
credit. Subsequent to July 31, 2015, Toll borrowed an additional
net $130 million under the revolver for land acquisitions. Moody's
expects Toll to be cash flow negative for all of fiscal 2015, as it
continues to increase its land spend and work-in-process
inventories.
As of July 31, 2015, the company was in compliance with the four
financial covenants in its bank credit agreement, including maximum
debt leverage, borrowing base, tangible net worth, and mortgage
securities liability ratio, and Moody's believe that it will be
easily in compliance for the next 12 to 18 months. Toll's next
debt maturity is $400 million of 8.91% senior unsecured notes due
Oct. 15, 2017. Moody's expects the company to be able to easily
handle its capital requirements over the next 12 months.
Alternate liquidity, e.g., quickly and easily monetizing assets
such as receivables or unneeded equipment, is typically not
available to a homebuilder, although Toll's sizable unencumbered
land position in multiple locations and its various ancillary
operations and investments afford it considerable flexibility with
regard to alternate liquidity.
The stable rating outlook reflects Moody's expectation that Toll
will maintain good liquidity and preserve tight fiscal discipline
with regard to its high-rise and high-density mid-rise business, to
Gibraltar Capital, and to its investments in the apartment
construction and development business. Additionally, Moody's
expects that the company will continue generating healthy revenue
and net income growth over the next two years and quickly restore
credit metrics that are supportive of the Ba1 rating.
The outlook could benefit if Moody's was to project that the
company's credit metrics will begin to resemble those of a very
solid investment-grade homebuilder. Specifically, Moody's would
need to see adjusted homebuilding debt leverage declining well
below, and remaining well under, 40%, EBIT interest coverage
sizably above 6x, GAAP gross margins improving to the mid-to-high
20% levels, and total revenue and net income migrating steadily
toward pre-recession levels. For upgrade consideration, the
company would need to convince us that it greatly desires, and
would assiduously defend, an investment grade rating, and that its
balance sheet could sustain one or more major shocks.
Because the company, like its peers, is highly dependent on
consumer confidence and employment levels, the outlook could be
lowered if the economy were to enter into a downturn, leading to a
weakening in Toll's gross margins and net income generation. In
addition, debt leverage staying above 50% for more than a year or a
substantial weakening of liquidity could lead to a ratings
downgrade.
The principal methodology used in this rating was Homebuilding and
Property Development Industry published in April 2015.
Headquartered in Horsham, Pennsylvania, founded in 1967, and a
public company since 1986, Toll is the nation's leading builder of
luxury homes, serving move-up, empty-nester, and active adult
buyers in 19 states and four regions around the country. Total
revenues and net income for the trailing twelve month period ending
July 31, 2015, were $4.1 billion and $348 million, respectively.
Toll builds an array of luxury residential single-family detached,
attached home, master planned resort-style golf, and urban low-,
mid-, and high-rise communities, principally on land it develops
and improves. The company also operates its own architectural,
engineering, mortgage, title, land development and land sale, golf
course development and management, home security, and landscape
subsidiaries. In addition, the company operates its own lumber
distribution, house component assembly, and manufacturing
operations. The company purchases distressed loan and real estate
asset portfolios through its wholly owned subsidiary, Gibraltar
Capital and Asset Management. The company acquires and develops
commercial and apartment properties through Toll Commercial and
Toll Apartment Living, and the affiliated Toll Brothers Realty
Trust, and develops urban low-, mid-, and high-rise for-sale
condominiums through Toll Brothers City Living.
TOLL BROTHERS: S&P Assigns 'BB+' Rating on New $350MM Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and '3' recovery rating to Toll Brothers Finance Corp.'s
proposed offering of $350 million of senior notes due 2025. S&P's
'3' recovery rating indicates its expectation for meaningful (50%
to 70%, at the upper end of the range) recovery in the event of a
default.
The company intends to use proceeds from the offering for general
corporate purposes, which may include repayment of debt. The new
notes will rank equally with Toll Brothers Finance Corp.'s other
senior unsecured obligations. The company's indirect parent
company, Toll Brothers Inc., will guarantee the notes. S&P's 'BB+'
corporate credit rating on Toll Brothers Inc. and Toll Brothers
Finance Corp. reflect S&P's view of the companies' business risk as
"satisfactory" and financial risk as "significant." S&P expects
Toll Brothers, which has a leading market position in the U.S.
luxury housing segment, to maintain leverage at about 4x EBITDA
over the next 12 months.
Ratings List
Toll Brothers Inc.
Corporate Credit Rating BB+/Stable/--
Toll Brothers Finance Corp.
Corporate Credit Rating BB+/Stable/--
New Rating
Toll Brothers Finance Corp.
$350 mil senior notes due 2025 BB+
Recovery Rating 3H
UNIVERSITY GENERAL: Wants to Enter Into Premium Agreement with AFCO
-------------------------------------------------------------------
University General Health System, Inc., et al., ask the United
States Bankruptcy Court for the Southern District of Texas, Houston
Division, for authority to enter into a Premium Finance Agreement
with AFCO Premium Credit, LLC, grant AFCO a security interest in
the unearned premiums, make a down payment of $245,000, and make
the necessary monthly payments to AFCO in the amount of $86,069.
The Debtors assert that they require premium financing to maintain
their required property, casualty, professional liability and
excess/umbrella insurance policies. In view of the importance of
maintaining insurance coverage with respect to business activities
and the preserving of the Debtors' cash flow and estate by
financing the insurance premiums, the Debtors believe that it would
be in the best interests of their estates and creditors to enter
into the Premium Finance Agreement.
University General Health System, Inc., et al., are represented by:
John F. Higgins, Esq.
Joshua W. Wolfshohl, Esq.
Aaron J. Power, Esq.
PORTER HEDGES LLP
1000 Main Street, 36th Floor
Houston, TX 77002
Tel: (713) 226-6695
Fax: (713) 226-6295
Email: jhiggins@porterhedges.com
About University General
University General Health System, Inc., with headquarters in
Houston, Texas, is a multi-specialty health care provider that
delivers concierge physician- and patient-oriented services. UGHS
and its consolidated subsidiaries operate, amongst others, a
general acute care hospital, ambulatory surgical centers,
hyperbaric wound care centers, diagnostic imaging centers, physical
therapy centers, and senior living centers.
UGHS owns the University General Hospital, a 72-bed, general acute
care hospital in the heart of the Texas Medical Center in Houston,
Texas.
UGHS and its affiliated entities sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on
Feb. 27, 2015. The case is assigned to Judge Letitia Z. Paul.
The Debtors have tapped John F Higgins, IV, Esq., Aaron James
Power, Esq., and Joshua W. Wolfshohl, Esq., at Porter Hedges LLP,
in Houston, Texas, as counsel. Upshot Services, LLC, is the claims
and noticing agent.
U.S. Trustee Judy A. Robbins formed a nine-member panel of
unsecured creditors in the Chapter 11 cases of the Debtors.
VALEANT PHARMACEUTICALS: S&P Affirms 'BB-' CCR, Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Valeant
Pharmaceuticals International Inc., including its 'BB-' corporate
credit rating, and revised the rating outlook to negative.
"The negative rating outlook follows Valeant's increased disclosure
about its financial and operating relationship with Philidor, a
network of specialty pharmacies that distributes some of its
products. Valeant said this channel represents 5.9% of revenues
for the first nine months of 2015, and 6.8% of third-quarter
revenues," said credit analyst David Kaplan. "We estimate this
channel represents a higher proportion of the U.S. Branded
segment's script volumes than revenues (as cash pay products are
reimbursed at lower levels, or unreimbursed in this channel, as
part of patient assistance programs to increase access). As such,
we estimate that this strategy likely had a meaningful impact on
Valeant's reported volume growth rates on a year-to-date basis."
S&P's negative rating outlook reflects risks to its base case
expectation that Valeant can sustainably grow revenue and EBITDA,
given the potential reputational, legal, and regulatory risks the
company is facing. S&P's base case expectations also incorporate
its view that the company will manage its acquisition-driven growth
strategy such that leverage will decline to 4x-5x (after adjusting
for acquired EBITDA).
S&P could lower its rating if Valeant increases the pace of
acquisitions, or experiences material operational headwinds, such
that S&P expects adjusted leverage to be sustained materially above
5x. S&P could also lower its rating if it believes that ongoing
investigations are likely to imperil the company's ability to
maintain organic revenue growth and strong levels of cash flow,
which could indicate more serious issues surrounding the
sustainability of the businesses.
S&P could revise the outlook to stable if it gains more confidence
that ongoing investigations are unlikely to harm Valeant's
business. Under this scenario, S&P would expect to have greater
confidence that the company would maintain adjusted debt leverage
of about 5x or lower, consistent with historical levels.
WELLSTAT DIAGNOSTIC: To Auction Off All Assets on November 9
------------------------------------------------------------
Gray & Associates LLC, the appointed receiver for Wellstat
Diagnostic LLC, will sell all assets of the company to the highest
qualified bidder in a public auction to be held on Nov. 9, 2015.
At the auction, bids will be subject to a minimum of $5 million and
must be received no later than 5:00 p.m. (EST) on Nov. 6, 2015. In
addition, the assets will include the license agreement between the
Company and BioVeris Corporation with respect to certain ECL rights
licensed thereunder, and will be subject to the right of first
refusal contained therein.
Parties seeking to conduct due diligence or to become a qualified
bidder may contact:
Matthew Gates
Duff & Phelphs Securities LLC
10100 Santa Monica Blvd., Suite 1100
Los Angeles, CA 90067
Tel: 424.249.1674
Email: matthew.gates@duffandphelps.com
[*] Fiscal Year Bankruptcy Filings Continue Fall
------------------------------------------------
Bankruptcy cases filed in federal courts for the fiscal year 2015
-- the 12-month period ending September 30, 2015 -- totaled
860,182, down 11 percent from the 963,739 bankruptcy filings in FY
2014, according to statistics released Oct. 28 by the
Administrative Office of the U.S. Courts. This is the lowest number
of bankruptcy filings for any 12-month period since 2007, and the
fifth consecutive fiscal year filings have fallen.
The statistical tables are available at http://is.gd/cAEu64
[*] H. Brock Hudson Joins Carl Marks Advisors as Managing Director
------------------------------------------------------------------
Carl Marks Advisors, a leading consulting and investment banking
advisory firm to middle market companies, on Oct. 27 disclosed that
H. Brock Hudson joined the firm as managing director, supporting
its investment banking and advisory teams, in the oil and gas
sector. Mr. Brock brings more than 30 years of experience as an
energy lender and as a manager of oil and gas producing assets.
Mr. Brock also structured and closed a number of complex and
innovative financing transactions for middle market E&Ps.
"Brock is a tremendous asset to our energy team, which has been
an exclusive financial advisor and investment banker to several
energy companies this year, and expands Carl Marks Advisors'
footprint in the sector," said Duff Meyercord, Managing Partner at
Carl Marks Advisors. "Brock's reputation and track record in
financing large and mid-sized companies, and knowledge and
experience operating oil and gas assets, is a valuable complement
to our qualifications and capabilities. We are delighted to have
Brock on our team," he added.
Prior to joining Carl Marks Advisors, Mr. Brock served as Manager
of the Houston E&P/Midstream group and Senior Vice President-
Energy Capital Markets for Amegy Bank where he managed a team of
eight professionals and oversaw a loan portfolio of $2.2 billion.
Mr. Brock was also a principal and manager of a series of private
equity backed companies and served in management roles at Torch
Energy Advisors Incorporated, a large oil and gas asset management
company where he focused on finding and creating exit strategies
for the institutional limited partners in the various Torch funds.
As an operator, Mr. Brock held management responsibility for the
drilling, acquisition, operation, and divestment of thousands of
wells, involving the deployment and successful return of several
hundred million dollars of investment capital. Mr. Brock has
proven management experience in land, drilling and production
operations, working interest partner management, trade term
negotiations, acquisition and divestitures and driving results
within complex organizations.
Mr. Brock received a B.S. in Earth Sciences from Stanford
University and MBA from the University of Texas.
About Carl Marks Advisors
Carl Marks Advisory Group LLC -- http://www.carlmarksadvisors.com
-- is a New York-based consulting and investment banking advisory
firm serving middle-market companies. It provides an array of
investment banking and operational services, including mergers and
acquisitions advice, sourcing of capital, financial restructuring
plans, strategic business assessments, improvement plans and
interim management.
The award-winning firm received the 2015 ACG New York Champion's
Award for Deal of the Year in Manufacturing; was included in the
Global M&A Network 2014 annual listing of the Top 100 Restructuring
and Turnaround Professionals and Turnarounds & Workouts 2014
Outstanding Investment Banking Firms; received the 2013 & 2014
Turnaround Atlas Awards' Middle Market Restructuring Investment
Banker of the Year; 2013 M&A Advisor's Sector Financing Deal of the
Year (Real Estate); the 2013 Turnaround Atlas Awards' Healthcare
Services Turnaround of the Year and Mid Markets Restructuring
Investment Bank of the Year.
Securities are offered through Carl Marks Securities LLC, member
FINRA and SIPC.
[*] Miller Buckfire Executive Kubick Departs Restructuring Adviser
------------------------------------------------------------------
Jodi Xu Klein, writing for Bloomberg News, reported that Ron
Kubick, a managing director at Miller Buckfire & Co. is leaving the
turnaround advisory firm owned by Stifel Financial Corp., according
to two people with knowledge of the matter.
According to the report, Mr. Kubick's last day was due to be Oct.
23, said one of the people. Mr. Kubick, who joined the New
York-based firm in 2012, focuses on assisting troubled companies
with accessing debt capital markets. He worked with companies
including auto-parts maker Visteon Corp. and Delta Air Lines Inc.
his previous job at Morgan Stanley, where he led the restructuring
finance and asset-based lending capital markets groups, the report
related.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Academy Of Personalized Learning, Inc.
Bankr. E.D. Cal. Case No. 15-28060
Chapter 11 Petition filed October 15, 2015
See http://bankrupt.com/misc/caeb15-28060.pdf
represented by: Mitchell L. Abdallah, Esq.
ABDALLAH LAW GROUP
E-mail: mitch@abdallahlaw.net
In re Michael C Ford
Bankr. D. Ariz. Case No. 15-13245
Chapter 11 Petition filed October 16, 2015
In re John J. Sullivan, DDS, PC
Bankr. D. Ariz. Case No. 15-13268
Chapter 11 Petition filed October 16, 2015
See http://bankrupt.com/misc/azb15-13268.pdf
represented by: John A. Banker, Esq.
E-mail: john@johnbankerlaw.com
In re John J. Sullivan
Bankr. D. Ariz. Case No. 15-13272
Chapter 11 Petition filed October 16, 2015
In re Circus Furniture, LLC
Bankr. D. Ariz. Case No. 15-13290
Chapter 11 Petition filed October 16, 2015
See http://bankrupt.com/misc/azb15-13290.pdf
represented by: Charles R Hyde, Esq.
LAW OFFICES OF C.R. HYDE
E-mail: crhyde@gmail.com
In re Talin Zohrabian
Bankr. C.D. Cal. Case No. 15-25989
Chapter 11 Petition filed October 16, 2015
In re Javier Juarez and Barbara Juarez
Bankr. E.D. Cal. Case No. 15-14045
Chapter 11 Petition filed October 16, 2015
In re Gerti Muho
Bankr. S.D. Fla. Case No. 15-28414
Chapter 11 Petition filed October 16, 2015
In re Barbara Realmuto
Bankr. N.D. Ill. Case No. 15-35287
Chapter 11 Petition filed October 16, 2015
In re Julie T. Ho
Bankr. N.D. Ill. Case No. 15-35338
Chapter 11 Petition filed October 16, 2015
In re Lasting Impressions Landscape Contractors, Inc.
Bankr. D. Md. Case No. 15-24433
Chapter 11 Petition filed October 16, 2015
See http://bankrupt.com/misc/mdb15-24433.pdf
represented by: John Douglas Burns, Esq.
THE BURNS LAWFIRM, LLC
E-mail: ecf@burnsbankruptcyfirm.com
In re Glenn N Partusch and Frances Partusch
Bankr. D.N.J. Case No. 15-29537
Chapter 11 Petition filed October 16, 2015
In re Clarency L Gibbs, Jr.
Bankr. E.D.N.C. Case No. 15-05662
Chapter 11 Petition filed October 16, 2015
In re Luis Ja Ramon Truking and Pumping
Bankr. D.P.R. Case No. 15-08089
Chapter 11 Petition filed October 16, 2015
represented by: Maricarmen Marquez, Esq.
E-mail: m.m.buisness@hotmail.com
In re Gamaliel Figueroa Martinez and Silvia E Diaz Colon
Bankr. D.P.R. Case No. 15-08120
Chapter 11 Petition filed October 16, 2015
In re John Eric Lawson
Bankr. E.D. Tenn. Case No. 15-14553
Chapter 11 Petition filed October 16, 2015
In re RW Bug, LLC
Bankr. E.D. Va. Case No. 15-73529
Chapter 11 Petition filed October 16, 2015
See http://bankrupt.com/misc/vaeb15-73529.pdf
represented by: John D. McIntyre, Esq.
WILSON & MCINTYRE, PLLC
E-mail: jmcintyre@wmlawgroup.com
In re Norberto Cuellar
Bankr. C.D. Cal. Case No. 15-26000
Chapter 11 Petition filed October 17, 2015
In re Del Cast Engineering Corp
Bankr. D.P.R. Case No. 15-08154
Chapter 11 Petition filed October 18, 2015
See http://bankrupt.com/misc/prb15-08154.pdf
represented by: Hector Eduardo Pedrosa Luna, Esq.
THE LAW OFFICES OF HECTOR EDUARDO PEDROSA LUNA
E-mail: hectorpedrosa@gmail.com
In re Willard J Blankenship
Bankr. E.D. Cal. Case No. 15-28108
Chapter 11 Petition filed October 17, 2015
represented by: Stephen M. Reynolds, Esq.
In re Kevin R. Statler
Bankr. E.D. Ar. Case No. 15-15273
Chapter 11 Petition filed October 19, 2015
In re Original Piece, LLC
Bankr. M.D. Fla. Case No. 15-04562
Chapter 11 Petition filed October 19, 2015
See http://bankrupt.com/misc/flmb15-04562.pdf
represented by: Jason A Burgess, Esq.
THE LAW OFFICES OF JASON A. BURGESS, LLC
E-mail: jason@jasonaburgess.com
In re Original Piece II, LLC
Bankr. M.D. Fla. Case No. 15-04563
Chapter 11 Petition filed October 19, 2015
See http://bankrupt.com/misc/flmb15-04563.pdf
represented by: Jason A Burgess, Esq.
THE LAW OFFICES OF JASON A. BURGESS, LLC
E-mail: jason@jasonaburgess.com
In re Edmund Lincoln Anderson, IV
Bankr. N.D. Ga. Case No. 15-70094
Chapter 11 Petition filed October 19, 2015
In re Lee Michael Losey
Bankr. N.D. Ill. Case No. 15-35460
Chapter 11 Petition filed October 19, 2015
In re Dermot T Kirwan
Bankr. D. Mass. Case No. 15-14012
Chapter 11 Petition filed October 19, 2015
In re Guerrero Deli & Restaurant, Inc.
Bankr. D.N.J. Case No. 15-29601
Chapter 11 Petition filed October 19, 2015
See http://bankrupt.com/misc/njb15-29601.pdf
represented by: Audwin Levasseur, Esq.
HARBATKIN LEVASSEUR PA
In re Fafa Cafe Corp
Bankr. S.D.N.Y. Case No. 15-12819
Chapter 11 Petition filed October 19, 2015
See http://bankrupt.com/misc/nysb15-12819.pdf
represented by: Eric Steven Feinberg, Esq.
LAW OFFICE OF ERIC FEINBERG, PC
E-mail: eric@tenantlawyer.com
In re Alice M. Smith
Bankr. W.D.N.Y. Case No. 15-12230
Chapter 11 Petition filed October 19, 2015
In re Angela Perez Johnson
Bankr. E.D.N.C. Case No. 15-05708
Chapter 11 Petition filed October 19, 2015
In re Glenda Kay Hooper
Bankr. W.D.N.C. Case No. 15-40443
Chapter 11 Petition filed October 19, 2015
In re Vlado Zovkic
Bankr. N.D. Ohio Case No. 15-15938
Chapter 11 Petition filed October 19, 2015
In re Arnaldo Gonzalez Berrios and Reinelia Vega Vega
Bankr. D.P.R. Case No. 15-08167
Chapter 11 Petition filed October 19, 2015
In re Seiko Electrical Contractor, Inc
Bankr. D.P.R. Case No. 15-08174
Chapter 11 Petition filed October 19, 2015
See http://bankrupt.com/misc/prb15-08174.pdf
represented by: Maximiliano Trujillo Gonzalez, Esq.
MAXIMILIANO TRUJILLO LAW OFFICE
E-mail: maxtrujillolegal@gmail.com
In re Albin S. Buechel
Bankr. M.D. Tenn. Case No. 15-07482
Chapter 11 Petition filed October 19, 2015
In re ATM Group, Inc.
Bankr. N.D. Tex. Case No. 15-34223
Chapter 11 Petition filed October 19, 2015
See http://bankrupt.com/misc/txnb15-34223.pdf
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
E-mail: eric@ealpc.com
In re Skyline EMS Inc.
Bankr. S.D. Tex. Case No. 15-70534
Chapter 11 Petition filed October 19, 2015
See http://bankrupt.com/misc/txsb15-70534.pdf
represented by: Antonio Martinez, Jr, Esq.
LAW OFFICE OF ANTONIO MARTINEZ, JR., P.C.
E-mail: martinez.tony.jr@gmail.com
In re TBK, INC.
Bankr. D. Ariz. Case No. 15-13393
Chapter 11 Petition filed October 20, 2015
See http://bankrupt.com/misc/azb15-13393.pdf
represented by: Thomas H. Allen, Esq.
ALLEN MAGUIRE & BARNES, PLC
E-mail: tallen@ambazlaw.com
In re Hamidaa LLC
Bankr. N.D. Cal. Case No. 15-43224
Chapter 11 Petition filed October 20, 2015
See http://bankrupt.com/misc/canb15-43224.pdf
filed Pro Se
In re 531 Tunxis Hill Associates, LLC
Bankr. N.D. Conn. Case No. 15-51468
Chapter 11 Petition filed October 20, 2015
See http://bankrupt.com/misc/ctb15-51468.pdf
represented by: Michael A. Carbone, Esq.
ZELDES, NEEDLE & COOPER, P.C.
E-mail: mcarbone@znclaw.com
In re Neil P Dyer
Bankr. M.D. Fla. Case No. 15-08878
Chapter 11 Petition filed October 20, 2015
In re Line Martin
Bankr. S.D. Fla. Case No. 15-28600
Chapter 11 Petition filed October 20, 2015
In re Tranquil Garden Trust
Bankr. D. Haw. Case No. 15-01265
Chapter 11 Petition filed October 20, 2015
See http://bankrupt.com/misc/hib15-01265.pdf
represented by: Joseph S.Y. Hu, Esq.
HLAW LLLC
E-mail: jhadvisor@gmail.com
In re Kids Only II of Lafayette, LLC
Bankr. W.D. La. Case No. 15-51354
Chapter 11 Petition filed October 20, 2015
See http://bankrupt.com/misc/lawb15-51354.pdf
represented by: Thomas E. St. Germain, Esq.
WEINSTEIN LAW FIRM
E-mail: ecf@weinlaw.com
In re Kids Only III of Lafayette, LLC
Bankr. W.D. La. Case No. 15-51355
Chapter 11 Petition filed October 20, 2015
See http://bankrupt.com/misc/lawb15-51355.pdf
represented by: Thomas E. St. Germain, Esq.
WEINSTEIN LAW FIRM
E-mail: ecf@weinlaw.com
In re ITA, Inc.
Bankr. E.D. Mich. Case No. 15-55312
Chapter 11 Petition filed October 20, 2015
See http://bankrupt.com/misc/mieb15-55312.pdf
represented by: Peter Steven Halabu, Esq.
HALABU LAW GROUP, PC
E-mail: peter@halabu.net
In re Sweetwood Investment, LLC
Bankr. E.D. Mich. Case No. 15-55313
Chapter 11 Petition filed October 20, 2015
See http://bankrupt.com/misc/mieb15-55313.pdf
represented by: Peter Steven Halabu, Esq.
HALABU LAW GROUP, PC
E-mail: peter@halabu.net
In re Korn Wongsarochana and Chayanee Swadtayawong
Bankr. D.N.J. Case No. 15-29724
Chapter 11 Petition filed October 20, 2015
In re Korngip LLC
Bankr. D.N.J. Case No. 15-29726
Chapter 11 Petition filed October 20, 2015
See http://bankrupt.com/misc/njb15-29726.pdf
represented by: Andre L. Kydala, Esq.
LAW FIRM OF ANDRE L. KYDALA
E-mail: kydalalaw@aim.com
In re 6A Pinebrook Road Corp.
Bankr. S.D.N.Y. Case No. 15-23521
Chapter 11 Petition filed October 20, 2015
See http://bankrupt.com/misc/nysb15-23521.pdf
represented by: Julian Alan Schulman, Esq.
SCHULMAN & KISSEL, P.C.
E-mail: jschulman@suffernlaw.com
In re DBDS LLC
Bankr. S.D.N.Y. Case No. 15-23522
Chapter 11 Petition filed October 20, 2015
See http://bankrupt.com/misc/nysb15-23522.pdf
represented by: Julian Alan Schulman, Esq.
SCHULMAN & KISSEL, P.C.
E-mail: jschulman@suffernlaw.com
In re One North Madison, LLC
Bankr. S.D.N.Y. Case No. 15-23524
Chapter 11 Petition filed October 20, 2015
See http://bankrupt.com/misc/nysb15-23524.pdf
represented by: Julian Alan Schulman, Esq.
SCHULMAN & KISSEL, P.C.
E-mail: jschulman@suffernlaw.com
In re Darien W Upchurch and Judi M Upchurch
Bankr. E.D.N.C. Case No. 15-05714
Chapter 11 Petition filed October 20, 2015
In re John Henry Heidelberg
Bankr. M.D. Tenn. Case No. 15-07507
Chapter 11 Petition filed October 20, 2015
In re Michael Braddick
Bankr. N.D. Tex. Case No. 15-34242
Chapter 11 Petition filed October 20, 2015
In re Champion Home Care, LLC
Bankr. N.D. Ala. Case No. 15-71676
Chapter 11 Petition filed October 21, 2015
See http://bankrupt.com/misc/alnb15-71676.pdf
represented by: Herbert M Newell, III, Esq.
NEWELL & HOLDEN, LLC
E-mail: hnewell@newell-law.com
In re Gregory Lee Dobin
Bankr. C.D. Cal. Case No. 15-12095
Chapter 11 Petition filed October 21, 2015
In re James Roy Coleman and Andrea Alexandra Coleman
Bankr. C.D. Cal. Case No. 15-20306
Chapter 11 Petition filed October 21, 2015
In re David Lee Tomblin
Bankr. C.D. Cal. Case No. 15-26177
Chapter 11 Petition filed October 21, 2015
In re Dana Kellstrom
Bankr. C.D. Cal. Case No. 15-26199
Chapter 11 Petition filed October 21, 2015
In re Medical Specialty Procedures, L.C.
Bankr. S.D. Fla. Case No. 15-28675
Chapter 11 Petition filed October 21, 2015
See http://bankrupt.com/misc/flsb15-28675.pdf
represented by: Michael S Hoffman, Esq.
HOFFMAN, LARIN & AGNETTI, P.A.
E-mail: Mshoffman@hlalaw.com
In re Smith Movers Inc
Bankr. N.D. Ill. Case No. 15-35798
Chapter 11 Petition filed October 21, 2015
See http://bankrupt.com/misc/ilnb15-35798.pdf
represented by: William E. Jamison, Jr., Esq.
WILLIAM E. JAMISON JR. & ASSOCIATES
E-mail: wjami39246@aol.com
In re SHOOT THE MOON, LLC
Bankr. D. Mont. Case No. 15-60979
Chapter 11 Petition filed October 21, 2015
See http://bankrupt.com/misc/mtb15-60979.pdf
represented by: Gary S. Deschenes, Esq.
DESCHENES & ASSOCIATES
E-mail: descheneslaw@dalawmt.com
In re Rajo, Inc.
Bankr. S.D.N.Y. Case No. 15-12842
Chapter 11 Petition filed October 21, 2015
See http://bankrupt.com/misc/nysb15-12842.pdf
represented by: Robert N. Michaelson, Esq.
RICH MICHAELSON MAGALIFF MOSER, LLP
E-mail: rmichaelson@r3mlaw.com
In re Seiko Gerardo Barahona Sierra
Bankr. D.P.R. Case No. 15-08220
Chapter 11 Petition filed October 21, 2015
represented by: Maximiliano Trujillo Gonzalez, Esq.
RICH MICHAELSON MAGALIFF MOSER, LLP
E-mail: maxtrujillolegal@gmail.com
In re Irving Mendez Lopez and Martha Maria Del Rosar Ramos Fontan
Bankr. D.P.R. Case No. 15-08237
Chapter 11 Petition filed October 21, 2015
In re Thomas Welton Norwood
Bankr. N.D. Ala. Case No. 15-82867
Chapter 11 Petition filed October 22, 2015
In re David X. Manners Company, Inc.
Bankr. D. Conn. Case No. 15-51490
Chapter 11 Petition filed October 22, 2015
See http://bankrupt.com/misc/ctb15-51490.pdf
represented by: Ellery E. Plotkin, Esq.
LAW OFFICES OF ELLERY E. PLOTKIN, LLC
E-mail: EPlotkinJD@aol.com
In re JAC Capital Holdings, Inc.
Bankr. M.D. Fla. Case No. 15-08968
Chapter 11 Petition filed October 22, 2015
See http://bankrupt.com/misc/flmb15-08968.pdf
represented by: Jeffrey Ainsworth, Esq.
BRANSONLAW PLLC
E-mail: jeff@bransonlaw.com
In re Michael Allen Carr
Bankr. M.D. Fla. Case No. 15-10653
Chapter 11 Petition filed October 22, 2015
In re Sharp 29 Corporation
Bankr. D. Haw. Case No. 15-01280
Chapter 11 Petition filed October 22, 2015
See http://bankrupt.com/misc/hib15-01280.pdf
represented by: Christopher J. Muzzi, Esq.
TSUGAWA BIEHL LAU & MUZZI, LLLC
E-mail: cmuzzi@hilaw.us
In re LJBV LTD LJBV LTD
Bankr. N.D. Ill. Case No. 15-35961
Chapter 11 Petition filed October 22, 2015
See http://bankrupt.com/misc/ilnb15-35961.pdf
represented by: Nikola Duric, Esq.
DURIC LAW OFFICES
E-mail: duriclaw@att.net
In re Masonry Services, Inc.
Bankr. S.D. Ind. Case No. 15-08859
Chapter 11 Petition filed October 22, 2015
See http://bankrupt.com/misc/insb15-08859.pdf
represented by: Patrick C Badell, Esq.
BADELL & WILSON, P.C.
E-mail: bwlaw@bwlawoffice.com
In re Annapolis Collision Repair, Inc.
Bankr. D. Md. Case No. 15-24637
Chapter 11 Petition filed October 22, 2015
See http://bankrupt.com/misc/mdb15-24637.pdf
represented by: John Peter Roberts, Esq.
THE JOHN ROBERTS LAW FIRM, PC
E-mail: john@johnrobertsesq.com
In re Jill Sigal
Bankr. D. Md. Case No. 15-24687
Chapter 11 Petition filed October 22, 2015
In re Dodge Burgers, LLC
Bankr. D. Neb. Case No. 15-81740
Chapter 11 Petition filed October 22, 2015
See http://bankrupt.com/misc/neb15-81740.pdf
represented by: David Grant Hicks, Esq.
POLLAK, HICKS, & ALHEJAJ, P.C.
E-mail: dhicks@bankruptcynebraska.com
In re Franklin Torres
Bankr. E.D.N.Y. Case No. 15-44789
Chapter 11 Petition filed October 22, 2015
In re Ben Hunter Real Estate, L.P.
Bankr. E.D. Penn. Case No. 15-17580
Chapter 11 Petition filed October 22, 2015
See http://bankrupt.com/misc/paeb15-17580.pdf
represented by: Kevin K. Kercher, Esq.
LAW OFFICE OF KEVIN K. KERCHER, ESQ, PC
E-mail: kevinkk@kercherlaw.com
In re Autos Ferrer Inc
Bankr. D.P.R. Case No. 15-08240
Chapter 11 Petition filed October 22, 2015
See http://bankrupt.com/misc/prb15-08240.pdf
represented by: Isabel M Fullana, Esq.
GARCIA ARREGUI & FULLANA PSC
E-mail: isabelfullana@gmail.com
In re Samuel Ferrer Figueroa
Bankr. D.P.R. Case No. 15-08241
Chapter 11 Petition filed October 22, 2015
In re Integrity Facility Solutions, Inc.
Bankr. E.D. Tex. Case No. 15-41873
Chapter 11 Petition filed October 22, 2015
See http://bankrupt.com/misc/txeb15-41873.pdf
represented by: Robert T. DeMarco, Esq.
DEMARCO-MITCHELL, PLLC
E-mail: robert@demarcomitchell.com
In re Jason Wesley Davis
Bankr. W.D. Wash. Case No. 15-16254
Chapter 11 Petition filed October 22, 2015
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2015. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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 ***