/raid1/www/Hosts/bankrupt/TCR_Public/151030.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, October 30, 2015, Vol. 19, No. 303
Headlines
38 STUDIOS: Hearings Reopened in Rhode Island House
78 FIRST STREET: Court OKs Stipulation for Net Gain Reserve
78 FIRST STREET: Deal on Reserve for Market Street Property Okayed
83 MAIN ST LLC: Case Summary & 16 Largest Unsecured Creditors
ACCELLENT INC: S&P Raises CCR to 'B+', Outlook Stable
ALLIED NEVADA: Plan of Reorganization Declared Effective
ALPHA NATURAL: $67K in Claims Transferred From August to October
ALVION PROPERTIES: Selects Robert Eggman as Disbursing Agent
AMERICAN APPAREL: Common Stock Delisted From NYSE
ARCHDIOCESE OF MILWAUKEE: $6K in Claims Switched Hands March-Sept.
ARCHES HEALTH: 10th Affordable Care Act Co-Op to Fail
ASARCO LLC: Says Lawyer's Drug Addiction Apt in Superfund Fight
ATLANTIC & PACIFIC: Gets Nod to Sell More Stores for $150M
ATLANTIC POWER: Moody's Corrects Oct. 13 Press Release
BOO BEAR ENTERPRISES: Voluntary Chapter 11 Case Summary
BOOMERANG SYSTEMS: Court Approves DIP Financing from Game Over
BOOMERANG TUBE: Exclusive Solicitation Period Extended to March 4
CALFRAC WELL: S&P Lowers CCR to 'B', Outlook Negative
CITY SPORTS: Gets Approval to Push Back Auction Plans
CRP-2 HOLDINGS: U.S. Bank Has Issues with 2nd Amended Disclosures
CRYOPORT INC: Unit Signs Lease Agreement with Daimler
CTI BIOPHARMA: Offering 50,000 Series N-1 Preferred Shares
DELUXE ENTERTAINMENT: S&P Raises CCR to 'B-', Outlook Stable
ELK GROVE VILLAGE: IDOR's Interest Entitled to Adequate Protection
ENERGY FUTURE: Bondholders to Challenge Make-Whole Defeat
ENVISION HEALTHCARE: S&P Rates Proposed $750MM Term Loan 'BB-'
ESSAR STEEL: Said Discussing Fourth Canadian Insolvency
FILMED ENTERTAINMENT: November Auction at Griffin Hamersky Offices
FIRST DATA: S&P Raises CCR to 'B+', Outlook Stable
FORESIGHT APPLICATIONS: Bid for Withdrawal of Reference Granted
FOURTH QUARTER: MLIC Opposes Approval of Disclosure Statement
GENERAL STEEL: Closes Purchase of Controlling Interest in Catalon
GLOBAL COMMODITY: Case Summary & Largest Unsecured Creditor
GLOBUS MARITIME: Receives Nasdaq Listing Non-Compliance Notice
GLYECO INC: Has Rights Offering of 50.1 Million Common Shares
HAVERHILL CHEMICALS: Sussman, Russell File Rule 2019 Statements
HEARTLAND MEMORIAL: Trustee Drops Suit Against DLA Piper on LBO
HEXION INC: George Knight Named EVP and Chief Financial Officer
IMPLANT SCIENCES: Amends Fiscal 2015 Annual Report
INTELLIPHARMACEUTICS INT'L: To Present at MicroCap Conference
KAKE TRIBAL: Ruling Favoring City in Foreclosure Suit Affirmed
LAND RESOURCE: Grant of Summary Judgment to National Union Affirmed
LAUREL CANYON: Bid to File Settlement Agreement Under Seal Denied
LEE STEEL: Huron Completes Sale to Union & Hilco
LOCAL CORPORATION: Seeks Extension of Exclusive Periods
LONESTAR GEOPHYSICAL: Court to Take Up Plan Outline on Nov. 10
MALIBU ASSOCIATES: Nears Deal With Bank, Key Hearing Moved
MCCLATCHY CO: Reports Third Quarter 2015 Results
MERV PROPERTIES: Summary Judgment for Forcht Bancorp Affirmed
MIG LLC: Needs Until Dec. 30 to File Chapter 11 Plan
MONEY TREE: Post-Con Panel's Summary Judgment Bid Partially OK'd
MONTROSE 2434: Voluntary Chapter 11 Case Summary
MORGAN DREXEN: Court Orders Owner to Pay $199-Mil. to CFPB
MORNINGSTAR MARKETPLACE: Court to Take Up Plan Outline on Nov. 17
NAVISTAR INT'L: Fitch Affirms 'CCC' Issuer Default Rating
NAVISTAR INTERNATIONAL: To Discuss Business Matters at Conferences
NRAD MEDICAL: Court Sets Oct. 30 as Claims Bar Date
OLD DOMINION: Voluntary Chapter 11 Case Summary
ORBIT AIRCRAFT: S&P Assigns Prelim. BB Rating on Class C-1 Notes
OW BUNKER: Chevron Fights for $1.1M Fuel Deliveries Brokered
PATRIOT COAL: Black Diamond Sues VCLF
PATRIOT COAL: Completes Chapter 11 Restructuring Process
PLATFORM SPECIALTY: Moody's Cuts Corporate Family Rating to B2
PLATFORM SPECIALTY: S&P Lowers CCR to 'BB-', Outlook Negative
POLYONE CORP: S&P Assigns 'BB+' Rating on Proposed 1st Lien Loan
PRE-PRESS EXPRESS: Seebergers' Bid to Disqualify J&H Denied
PRIMELINE UTILITY: Moody's Affirms 'B3' Corporate Family Rating
PWK TIMBERLAND: Names Reinauer as Realtor for 130 Acre Property
QUEBECOR WORLD: Quad/Graphics Wins Dismissal of Ex-Worker's Suit
QUICKSILVER RESOURCES: Court Approves Dec. 9 Auction for Assets
R-GROUP INVESTMENTS: Appeal from Annulment of Stay Dismissed
RAAM GLOBAL: Court Directs Joint Administration of Cases
RAAM GLOBAL: Establishes Procedures to Protect NOLs
RAAM GLOBAL: Files List of 50 Largest Unsecured Creditors
RAAM GLOBAL: Seeks Joint Administration of Cases
RAAM GLOBAL: Wants 31-Day Extension to File Schedules
REICHHOLD HOLDINGS: Needs Until March 25 to Solicit Plan Votes
RELATIVITY MEDIA: Court Declines to Sign Off Revised Financing
RES-CARE INC: S&P Affirms 'BB-' CCR & Revises Outlook to Neg.
RICHFIELD EQUITIES: Trustee's Bid to Disqualify Butzel Long Denied
RITE AID: Amends By-Laws to Add New Article
RITE AID: Fitch Puts 'B' Issuer Default Rating on Watch Positive
ROADRUNNER GROCERS: Voluntary Chapter 11 Case Summary
ROBERT CEPHAS: Ponzi Schemer Gets Lighter Sentence after Win
ROSETTA GENOMICS: Annual General Meeting Set for Dec. 3
SAINT MICHAEL'S: Taps Prime Clerk as Administrative Advisor
SAPPHIRE ROAD: Seeks Reconsideration of Dallas' Stay Relief
SAPPHIRE ROAD: Wants City of Dallas Held in Contempt
SHEARER'S FOODS: Moody's Rates $225MM Incremental Term Loan 'B1'
SHEARER'S FOODS: S&P Affirms 'B' CCR, Outlook Stable
STANDARD REGISTER: Plan Solicitation Period Extended to March 7
STELLAR BIOTECHNOLOGIES: CEO Issues Corporate Update
SUN BANCORP: Reports Net Income of $3.16 Million in Third Quarter
SUNTECH AMERICA: Panel, Solyndra Object to Plan Filing Extension
T-MOBILE USA: S&P Affirms 'BB' Corporate Credit Rating
TERRAFORM GLOBAL: S&P Assigns 'B+' CCR, Outlook Stable
THORNTON & CO: Court Authority Required for Inventory Sales
THORNTON & CO: Court Permits Sale of Inventory
THORNTON & CO: Seeks Equitable Subordination of PUB's Claim
THORNTON & CO: Weekly Payments to PUB to be Reduced by $353K
THORTON & CO: Oct. 30 Set as Deadline to File Proofs of Claim
TJ PLAZA: Order Striking Lender's Votes Against Plan Affirmed
TOP QUALITY SEAFOOD: Case Summary & 20 Top Unsecured Creditors
TRAVELPORT WORLDWIDE: Appoints Stephen Shurrock as CCO
TROCOM CONSTRUCTION: Severed from Soil Solution's Suit
TUBE CITY: S&P Affirms 'B+' CCR & Revises Outlook to Negative
TX OK AIR: Objection to Comptroller's Claim Overruled
USA DISCOUNTERS: Customer Seeks Class-Action Status for Suit
USA DISCOUNTERS: Files Schedules of Assets and Liabilities
VIGGLE INC: Olga Bashkatova Named Principal Accounting Officer
WAFERGEN BIO-SYSTEMS: CVI Reports 9.9% Stake as of Oct. 16
WAVE SYSTEMS: Has 13.1 Million Class A Shares Resale Prospectus
WILBERN ENTERPRISES: CFSI Bids in Racial Discrimination Suit Denied
ZLOOP INC: Creditors' Meeting Adjourned to Nov. 23
[*] Disciplinary Board Recommends Allan Gallimore to be Disbarred
[*] Energy States to Be Pressured by Oil Production Cuts, Fitch Say
[*] Fiscal Year 2015 Bankruptcy Filings Continue to Fall
[*] Revenues on Banking Capital Markets Down on 3rd Qtr. 2015
[*] Sokol Behot Adds Partner to Chair its Bankruptcy Practice
[*] Work Force Evaluation Integral to Local Govt. Rating, Fitch Say
[^] BOOK REVIEW: BOARD GAMES - Changing Shape of Corporate Power
*********
38 STUDIOS: Hearings Reopened in Rhode Island House
---------------------------------------------------
The Associated Press reported that the chairwoman of the House
committee that resumed hearings on Oct. 28 on Rhode Island's $75
million 38 Studios debacle said she's asked the failed video game
company's founder and former Red Sox pitcher Curt Schilling to
testify.
According to the report, House Oversight Committee Chairwoman Karen
MacBeth said Mr. Schilling is "at the top of the list" but hasn't
responded to two online messages she's sent him asking him to
appear.
38 Studios LLC, a video-game developer founded by former Boston
Red
Sox pitcher Curt Schilling, filed for liquidation on June 8, 2012,
without attempting to reorganize. Although based in Providence,
Rhode Island, the company filed the Chapter 7 petition in Delaware
(Case No. 12-11743).
78 FIRST STREET: Court OKs Stipulation for Net Gain Reserve
-----------------------------------------------------------
James S. Lowe II, Chapter 11 Trustee of First Street Holdings NV,
LLC, et. al. ("First Street Trustee") and Richard M. Kipperman, the
Liquidating Trustee of the CMR Liquidating Trust ("CMR Trustee"),
sought and obtained from Judge Roger L. Efremsky of the U.S.
Bankruptcy Court for the Northern District of California, Oakland
Division, approval of their stipulation for the establishment of a
net gain reserve.
The U.S. Bankruptcy Court for the Northern District of California,
San Francisco Division ("CMR Bankruptcy Court"), approved a Class
and Derivative Action Settlement Agreement ("CMR Settlement")
pursuant to which, David Choo agreed, among other things, to pay
the CMR Trustee 10% of the net proceeds, if any, that was realized
over a period of 10 years from the development, hypothecation,
rental or sale of properties in which Mr. Choo held and interest,
up to a maximum of $21 million ("Net Gain Provision"). The Net
gain provision applied to numerous assets, including the real
property commonly referred to as the "First Street Property" and
various entities that held an interest in the First Street
Property. David Choo submitted sworn declaration representing that
he held a 47% interest in the First Street Property, in connection
with the CMR Settlement.
In light of the sale of the First Sale Property, the CMR Trustee
seeks to collect the Net Gain due under the CMR Settlement. The
CMR Trustee relates that on May 10, 2013, the First Street Debtors
obtained a First Street Approval Order from the Court, which
authorized a multi-party transaction pursuant to which, Mr. Choo
and the estates of the First Street Debtors received distributions
in an aggregate amount of $25 million arising from disposition of
the First Street Property. The CMR Trustee further relates that to
date, pursuant to the First Street Approval Order, the First Street
Debtors have received a total of $20 million in cash consideration,
and Mr. Choo has received an equity stake in the buyer of the First
Street Property ("Carried Interest"), valued at $5 million at the
time of the closing that occurred in 2013. The CMR Trustee
contends that in light of Mr. Choo's Net Gain obligations under the
CMR Settlement, the CMR Trustee has received two distributions from
the First Street Debtors in connection with the First Street
Approval Order. The CMR Trustee further contends that the first
distribution, in the amount of $240,000, was made with Mr. Choo's
knowledge and paid to the CMR Trustee at the time of the 2013
Closing. The CMR Trustee tells the Court that even though Mr. Choo
consented to the First Distribution, he has now demanded that it be
turned over to him by the CMR Trustee. The CMR Trustee further
tells the Court that a second distribution in the amount of
$205,000 was made pursuant to the Court's Order Granting Motion for
Authority to Issue Tax Distribution to Pay Taxes Due and Owing.
The CMR Trustee asserts that it has maintained the Second
Distribution in a segregated account pending an adjudication of
rights to the funds by the CMR Bankruptcy Court and that the First
and Second Distributions were subject to the CMR Trustee's
reservation of all rights under the CMR Settlement. The CMR Trustee
relates that because of Mr. Choo's position, the CMR Trustee filed
an Enforcement Motion with the CMR Bankruptcy Court, seeking to
enforce the CMR Settlement and to recover the Net Gain due upon the
sale of the First Street Property.
The CMR Trustee tells the Court that the First Street Property was
recently resold for approximately $296 million, and based on the
resale price, he believes that the liquidated value of the Carried
Interest is approximately $10 million, at this time. The CMR
Trustee further tells the Court that the First Street Trustee
currently holds approximately $11.05 million in cash on behalf of
the First Street Debtors. The CMR Trustee asserts that in order to
obtain Mr. Choo's compliance with the Net Gain Provision under the
CMR settlement and to preserve the status quo pending an
adjudication of rights by the CMR Bankruptcy Court, the CMR Trustee
has requested, and the First Street Trustee has agreed, that the
estates establish a reserve in an amount necessary to insure
protection of the CMR Trustee's claims and rights with respect to
the Net Gain obligations arising from the disposition of the First
Street Property, without prejudice to the substantive rights of the
parties to the CMR Settlement to be determined before the CMR
Bankruptcy Court.
The proposed Stipulation provides, among others, that the First
Street Trustee will establish a reserve in the total amount of
$2,249,500 based in the Net Gain, and that the First Street Trustee
will not make any distributions from the Reserve without further
order of the Court. The Trustees submit that the Stipulation will,
among other things, maintain the status quo pending a determination
by the CMR Bankruptcy Court of Mr. Choo's obligations under the CMR
Settlement as it relates to net proceeds from the disposition of
the First Street Property.
James S. Lowe, the First Street Trustee, is represented by:
David A. Honig, Esq.
JOSEPH & COHEN, P.C.
1855 Market Street
San Francisco, CA 94103
Telephone: (415)817-9200
E-mail: david@josephandcohen.com
Richard M. Kipperman, the CRM Trustee, is represented by:
David M. Bertenthal, Esq.
Maxim B. Litvak, Esq.
Miriam Manning, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
150 California Street, 15th Floor
San Francisco, CA 94111-4500
Telephone: (415)263-7000
Facsimile: (415)263-7010
E-mail: dbertenthal@pszjlaw.com
mlitvak@pszjlaw.com
mmanning@pszjlaw.com
About 78 First Street
Oakland, California-based 78 First Street, LLC, and various
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D. Case No.
11-70224) on Sept. 23, 2011.
Debtor-affiliates that simultaneously sought Chapter 11 protection
are 88 First Street LLC and 518 Mission LLC (Case Nos. 11-70228 and
11-70229) and First/Jessie LLC, JP Capital LLC, Peninsula Towers
LLC, and Sixty-Two First Street LLC (Case Nos. 11-70231 to
11-70234).
Judge Roger L. Efremsky oversees the case, taking over from Judge
Edward D. Jellen. Iain A. Macdonald, Esq., at MacDonald and
Associates, serves as the Debtors' counsel. 78 First Street
estimated $10 million to $50 million in assets and debts. The
petition was signed by Graham Seel, SVP of CMR Capital, LLC,
manager.
Philip Keith is the Debtors' litigation counsel.
78 FIRST STREET: Deal on Reserve for Market Street Property Okayed
------------------------------------------------------------------
James S. Lowe II, Chapter 11 Trustee of First Street Holdings NV,
LLC, et. al. ("First Street Trustee") and Richard M. Kipperman, the
Liquidating Trustee of the CMR Liquidating Trust ("CMR Trustee")
sought and obtained from Judge Roger L. Efremsky of the U.S.
Bankruptcy Court for the Northern District of California, Oakland
Division, approval of their stipulation for the establishment of a
reserve for the Market Street Property.
The U.S. Bankruptcy Court for the Northern District of California,
San Francisco Division ("CMR Bankruptcy Court"), approved a Class
and Derivative Action Settlement Agreement ("CMR Settlement")
pursuant to which, David Choo agreed, among other things, to pay
the CMR Trustee 10% of the net proceeds, if any, that was realized
over a period of 10 years from the development, hypothecation,
rental or sale of properties in which Mr. Choo held and interest,
up to a maximum of $21 million ("Net Gain Provision"). The Net
gain provision applied to numerous assets, including the real
property commonly referred to as the "Market Street Property" and
various entities that held an interest in the First Street
Property. David Choo submitted sworn declaration representing that
he held a 9% interest in the Market Street Property, in connection
with the CMR Settlement.
The CMR Trustee relates that the Market Street Property was sold on
October 2014 and that Mr. Choo had advised the CMR Trustee that his
affiliated entities received the total amount of $5,236,466 from
the sale of the Market Street Property. The CMR Trustee further
relates that in light of the sale of the Market Street Property, it
seeks to collect the Net Gain due under the CMR Settlement. The
CMR Trustee adds that Mr. Choo now contends that no Net Gain
payments are or were due under the CMR Settlement. The CMR Trustee
tells the Court that it had filed, on May 15, 2015, an Enforcement
Motion, seeking to enforce the CMR Settlement and to recover the
Net Gain due upon the sale of the Market Street Property. The CMR
relates that the Court has ordered Mr. Choo to provide evidence of
the exact amounts received from the disposition of the Market
Street Property. The CMR Trustee further relates that the CMR
Trustee and the First Street Trustee entered into a Stipulation for
the establishment of a reserve for the purpose of establishing a
reserve in the amount of $2,249,500 ("Initial Reserve") for the Net
Gain due on account of the sale and disposition of the First Street
Property, and that the Stipulation was approved by the Court. The
CMR Trustee contends that First Street Trustee currently holds
approximately $10.95 million in cash on behalf of the First Street
Debtors.
The CMR Trustee tells the Court that in order to obtain Mr. Choo's
compliance with the Net Gain Provision under the CMR Settlement and
to preserve the status quo pending an adjudication of rights by the
CMR Bankruptcy Court, the CMR Trustee has requested, and the First
Street Trustee has agreed, that these estates establish a
supplemental reserve in the total amount of $650,000 to insure
protection of the CMR Trustee's claims and rights with respect to
the Net Gain obligations arising from the disposition of the Market
Street Property, without prejudice to the substantive rights of the
parties to the CMR Settlement to be determined before the CMR
Bankruptcy Court. The CMR Trustee further tells the Court that the
Trustees have entered into the Stipulation to establish and
maintain the requested supplemental reserve, which the parties
intend to treat as separate and distinct from the Initial Reserve.
James S. Lowe, the First Street Trustee, is represented by:
David A. Honig, Esq.
JOSEPH & COHEN, P.C.
1855 Market Street
San Francisco, CA 94103
Telephone: (415)817-9200
E-mail: david@josephandcohen.com
Richard M. Kipperman, the CMR Trustee, is represented by:
David M. Bertenthal, Esq.
Maxim B. Litvak, Esq.
Miriam Manning, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
150 California Street, 15th Floor
San Francisco, CA 94111-4500
Telephone: (415)263-7000
Facsimile: (415)263-7010
E-mail: dbertenthal@pszjlaw.com
mlitvak@pszjlaw.com
mmanning@pszjlaw.com
About 78 First Street
Oakland, California-based 78 First Street, LLC, and various
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D. Case No.
11-70224) on Sept. 23, 2011.
Debtor-affiliates that simultaneously sought Chapter 11 protection
are 88 First Street LLC and 518 Mission LLC (Case Nos. 11-70228
and 11-70229) and First/Jessie LLC, JP Capital LLC, Peninsula
Towers LLC, and Sixty-Two First Street LLC (Case Nos. 11-70231 to
11-70234).
Judge Roger L. Efremsky oversees the case, taking over from Judge
Edward D. Jellen. Iain A. Macdonald, Esq., at MacDonald and
Associates, serves as the Debtors' counsel. 78 First Street
estimated $10 million to $50 million in assets and debts. The
petition was signed by Graham Seel, SVP of CMR Capital, LLC,
manager.
Philip Keith is the Debtors' litigation counsel.
83 MAIN ST LLC: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 83 Main St., L.L.C.
83 Main Street
Ogdensburg, NJ 07439
Case No.: 15-30228
Chapter 11 Petition Date: October 28, 2015
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Judge: Hon. Rosemary Gambardella
Debtor's Counsel: Stephen B. McNally, Esq.
MCNALLY & BUSCHE, L.L.C.
93 Main Street, Suite 201
Newton, NJ 07860
Tel: (973) 300-4260
Fax: (973) 300-4264
Email: steve@mcnallylawllc.com
Total Assets: $525,050
Total Liabilities: $1.21 million
The petition was signed by Carlos Tavares, partner.
A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb15-30228.pdf
ACCELLENT INC: S&P Raises CCR to 'B+', Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Wilmington, Mass.-based contract manufacturer of medical
devices Accellent Inc. to 'B+' from 'B' following its acquisition
by Frisco, Texas-based Greatbatch Inc. The outlook is stable.
S&P subsequently withdrew the 'B+' corporate credit rating on
Accellent, along with the issue-level ratings on its debt, because
all of Accellent's debt was refinanced in conjunction with the
acquisition.
S&P based the upgrade on its belief that Accellent's operations
will be fully integrated into Greatbatch. This supports S&P's
opinion that Accellent is a core subsidiary of Greatbatch and, as a
result, S&P equalized the ratings and outlook on Accellent with
those on Greatbatch.
ALLIED NEVADA: Plan of Reorganization Declared Effective
--------------------------------------------------------
BankruptcyData reported that Allied Nevada Gold's Amended Joint
Chapter 11 Plan of Reorganization became effective and the Company
emerged from Chapter 11 protection.
The Court confirmed the Plan on Oct. 8, 2015. Highlights of the
Plan include the following: As a result of the financial
restructuring, the Company eliminated approximately $447.7 million
of debt and related interest payments from its balance sheet. The
Company closed two financings: a $126.7 million first lien term
loan credit agreement and $95 million of second lien convertible
notes. The credit agreement proceeds were used to repay the
Company's outstanding loan obligations related to its revolving
credit agreement and the amounts owed under the Company's diesel
and cross-currency swap arrangements.
The proceeds from the issuance of the convertible notes were used
to pay back the Company's debtor in possession financing facility
and certain other payments required under the Company's Plan.
Remaining proceeds after such payments will be used for ongoing
corporate needs.
Existing unsecured notes and general unsecured claims have been
canceled and holders of such claims received equity in the
reorganized Company or cash in amounts negotiated by the major
creditor groups. The Company has issued 3 million new common
shares to its creditors, but does not plan to list the new common
shares for public trading at this time or to remain as a reporting
company with the SEC. Previous equity shareholders of the Company
will receive warrants with a 7-year term that represent 17 1/2% of
the outstanding new common shares. A new Board has been put in
place with strong financial and technical backgrounds.
In connection with its restructuring, the Company changed its
corporate name to Hycroft Mining Corporation to emphasize its focus
on the development of the Hycroft gold and silver operation located
near Winnemucca, NV. The mining and exploration Company filed for
Chapter 11 protection on March 10, 2015, listing $1.5 billion in
pre-petition assets.
About Allied Nevada
Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a
publicly traded U.S.-based gold and silver producer engaged in
mining, developing and exploring properties in the State of
Nevada.
ANV was spun off from Vista Gold Corp. in 2006 and began
operations
in May 2007. Nevada-based mining properties acquired from Vista
include the Hycroft Mine, an open-pit heap leach operation located
54 miles west of Winnemucca, Nevada. ANV controls 75 exploration
properties throughout Nevada as of Dec. 31, 2014.
On March 10, 2015, ANV and 13 affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware. The cases are jointly administered under
Lead Case No. 15-10503. The cases are assigned to Judge Mary F.
Walrath.
The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer
& Feld LLP as attorneys; FTI Consulting Inc. as financial advisor;
Moelis & Company as financial advisor; and Prime Clerk LLC as
claims and noticing agent.
ANV disclosed $941 million in total assets and $664 million in
total debt as of Dec. 31, 2014.
ALPHA NATURAL: $67K in Claims Transferred From August to October
----------------------------------------------------------------
In the Chapter 11 cases of Alpha Natural Resources, Inc., et al.,
12 claims switched hands from Aug. 21 to Oct. 9, 2015:
Transferee Transferor Claim Amount
---------- ---------- ------------
Claims Recovery Group LLC Drives & Conveyors $2,839.44
Claims Recovery Group LLC Highland Machinery $31,586.98
Corporation
Claims Recovery Group LLC Von Sign Co $2,430.00
Sierra Liquidity Fund, LLC Brother Lazer Svc $199.98
Sierra Liquidity Fund, LLC Crown Hill $7,366.00
Equipment, Inc.
Sierra Liquidity Fund, LLC Earthmovers $2,974.36
Equipment Co.
Sierra Liquidity Fund, LLC Grace Equipment $2,317.90
Company, Inc.
Sierra Liquidity Fund, LLC H & H Electrical $3,226.93
Service Center
Sierra Liquidity Fund, LLC L & M Trucking & $9,900.00
Equipment Co.
Sierra Liquidity Fund, LLC Pound Automotive $1,201.02
Supply, Inc.
Sierra Liquidity Fund, LLC Quality Forms $512.45
Printing, Inc.
Sierra Liquidity Fund, LLC Sealguard, Inc. $2,850.00
About Alpha Natural
Alpha Natural -- http://www.alphanr.com/-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015. The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the case.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment
banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims
and noticing agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors.
ALVION PROPERTIES: Selects Robert Eggman as Disbursing Agent
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Illinois
authorized Alvion Properties Inc. to appoint Robert Eggman, Esq.,
at Desai Eggman Mason LLC, as disbursing agent.
The Debtor said it desires to have a disbursing agent receive the
proceeds and ultimately make distribution of the proceeds to its
creditors pursuant to a confirmed Chapter 11 plan or order to
disburse on the approval of the sale of assets.
The Debtor noted Mr. Eggman will charge the firm $360 per hour.
The Debtor said the firm's associates and paralegals will bill $230
and $170 per hour, respectively. The Debtor added the rate are
good until Dec. 31, 2015.
Mr. Eggman assured the Court that the firm he is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
Mr. Eggman can be reached at
Robert Eggman, Esq.
Desai Eggman Mason LLC
7733 Forsyth Boulevard, Suite 800
St. Louis, MO 63105
Tel: 314-881-0809
Email: reggmann@demlawllc.com
About Alvion Properties
Alvion Properties, Inc., is a Virginia corporation formed in 1995
with the placement of real property and mineral rights it owns
today. Alvion owns 1,295 acres of undeveloped land, with
significant coal reserves along with timber and building stone, in
Scott County, Virginia. Alvion also owns an additional 3,219 acres
of mineral rights in property north of its fee simple ownership.
The current stockholders are Harold M. (Jack) Reynolds and Shirley
Medley. Mr. Reynolds owns several entities involved in the coal
business. Shirley and her family also owned coal mines from 1970
to 2010.
Alvion Properties filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Ill. Case No. 15-40462) on May 14, 2015. Karnes Medley, the
president, signed the petition.
The Debtor disclosed total assets of $1 billion and total debts of
$2.7 million in its petition.
Antonik Law Offices serves as the Debtor's counsel.
The meeting of creditors was held on June 17, 2015.
The U.S. trustee overseeing the Chapter 11 case of Alvion
Properties Inc. appointed four creditors to serve on the official
committee of unsecured creditors.
* * *
Judge William V. Altenberger will convene a hearing on Nov. 10,
2015, at 9:00 a.m. to consider approval of the disclosure statement
explaining the terms of the Plan. Objections to the Disclosure
Statement, as amended Sept. 23, 2015, are due Oct. 29, 2015.
Pursuant to the Plan, creditors with debts entitled to priority
under Sec. 507 (Class 1), if any, the secured claim of Farmers
State Bank of Alto Pass (Class 2), and general unsecured claims
(Class 3) are unimpaired and will be paid in full, with interest,
from the proceeds of the sale transaction. Stockholders (Class 4)
will retain ownership of all property of the estate except as
provided by the Plan.
A copy of the First Amended Disclosure Statement dated Sept. 23,
2015, is available for free at:
http://bankrupt.com/misc/Alvion_P_58_1st_Am_DS.pdf
AMERICAN APPAREL: Common Stock Delisted From NYSE
-------------------------------------------------
The NYSE MKT LLC filed a for 25 with the Securities and Exchange
Commission notifying the removal from listing or registration of
American Apparel, Inc.'s common stock under Section 12(b) of the
Securities Exchange Act of 1934 on the Exchange.
About American Apparel
American Apparel, Inc., American Apparel (USA), LLC, American
Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc.,
KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11
bankruptcy protection (Bankr. D. Del. Proposed Lead Case No.
15-12055) on Oct. 5, 2015. The petition was signed by Hassan
Natha as chief financial officer.
The Debtors reported total assets of $199,360,934 and total
liabilities of $397,576,744.
The Debtors and their non-debtor affiliates operate a vertically
integrated manufacturing, distribution, and retail business focused
on branded fashion-basic apparel, employing approximately 8,500
employees across six manufacturing facilities and approximately 230
retail stores in the United States and 17 other countries
worldwide.
The Debtors have engaged Jones Day as restructuring counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis &
Company as investment banker, FTI Consulting, Inc. as financial
advisor, DJM Real Estate as real estate consultant and Garden City
Group, LLC as claims and noticing agent.
ARCHDIOCESE OF MILWAUKEE: $6K in Claims Switched Hands March-Sept.
------------------------------------------------------------------
In the Chapter 11 case of the Roman Catholic Archdiocese of
Milwaukee, five claims switched hands from March 25 to Sept. 18,
2015:
Transferee Transferor Claim Amount
---------- ---------- ------------
DACA VI, LLC Action Graphics $620.00
DACA VI, LLC Photos By Mike $446.50
DACA VI, LLC Ramaker & Associates Inc $467.50
DACA VI, LLC Joseph CA CO Inc $648.37
Fair Harbor Capital, LLC Ruffalocody $4,605.00
About the Archdiocese of Milwaukee
The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX.
The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan,
Walworth, Washington and Waukesha. There are 657,519 registered
Catholics in the Region.
The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case
No. 11-20059) on Jan. 4, 2011, to address claims over sexual
abuse by priests on minors.
The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.
Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.
The Official Committee of Unsecured Creditors in the bankruptcy
case has retained Pachulski Stang Ziehl & Jones LLP as its
counsel, and Howard, Solochek & Weber, S.C., as its local
counsel.
The Archdiocese estimated assets and debts of $10 million to $50
million in its Chapter 11 petition.
ARCHES HEALTH: 10th Affordable Care Act Co-Op to Fail
-----------------------------------------------------
Sara Hansard, writing for Bloomberg News, reported that the Utah
Insurance Department announced Oct. 27 it will place Arches Health
Plan in receivership, making the Utah entity the 10th of the 23
nonprofit CO-OPs created with government funding under the
Affordable Care Act to be closed and resulting in more than $1
billion in losses to the federal government.
According to the report, the Utah insurance agency advised
enrollees in the Consumer Operated and Oriented Plan to contact
their insurance agent or visit the federal HealthCare.gov ACA
marketplace to find new coverage Nov. 1, when open enrollment for
2016 begins. Arches' failure is a consequence of a shortfall in
the federal government's risk corridors program, which was intended
to protect insurers from losses by reallocating funds among
insurers, according to the state insurance department's release,
the report related.
The federal government announced Oct. 1 it would only be able to
pay 12.6 percent of requested claims under the program and
shortfall in risk corridors funding has been cited by a number of
the CO-OPs that have recently closed, the Bloomberg report noted.
ASARCO LLC: Says Lawyer's Drug Addiction Apt in Superfund Fight
---------------------------------------------------------------
Kali Hays at Bankruptcy Law360 reported that Asarco LLC on Oct. 22,
2015, urged an Idaho federal court to deny an attempt by Union
Pacific Railroad Co. to seal testimony in a suit over $482 million
in Superfund site cleanup costs, saying the deposition of a lawyer
who admitted to past drug addiction is relevant to his ability to
recall facts.
Asarco said that the lawyer was a central part of the negotiation
of certain government consent decrees that Union Pacific claims
protect it from sharing the cost of cleaning a up 1,500-square-mile
mining site.
About Asarco LLC
Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.
ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005. Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.
On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO. The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.
ATLANTIC & PACIFIC: Gets Nod to Sell More Stores for $150M
----------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that the owner of
the A&P supermarket chain got approval from a New York bankruptcy
judge to sell more of its stores to rival grocers Key Food and
Morton Williams Supermarkets for more than $150.3 million.
U.S. Bankruptcy Judge Robert Drain on Oct. 20, 2015, signed off on
three purchase agreements between Debtor The Great Atlantic &
Pacific Tea Co. and the other parties. A&P's strategy for reducing
its debt and emerging from Chapter 11 is centered on selling its
stores.
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 POWER: Moody's Corrects Oct. 13 Press Release
------------------------------------------------------
Moody's Investors Service, on Oct. 26, 2015, issued a corrected
press release on Atlantic Power Corporation dated Oct. 13, 2015.
The press release was corrected as follows: In the first sentence
of first paragraph, added "probability of default rating (PDR) to
B1-PD from B2-PD, and affirmed speculative grade liquidity rating
(SGL) at SGL-2."
The revised release is as follows:
Moody's Investors Service upgraded Atlantic Power Corporation's
corporate family rating (CFR) to B1, from B2, probability of
default rating (PDR) to B1-PD from B2-PD, and affirmed speculative
grade liquidity rating (SGL) at SGL-2 to reflect the considerable
amount of debt reduction ($310 million) achieved to date in 2015
using proceeds from the sale of its wind portfolio. The upgrade
also reflects the large reduction in corporate overhead and drastic
dividend cuts that have taken place over the past few years, both
of which we consider credit positive. Atlantic Power Limited
Partnership's (APLP) Ba3 Term Loan rating remains unchanged. The
rating outlook is stable.
RATING RATIONALE
Atlantic Power is a relatively small independent power producer
with about 1,505 MW of net generation capacity. The company
generates stable, contracted cash flows from 23 projects located
across the US and Canada. Most of the projects have been existence
for more than a decade and their aggregate contracted cash flow is
expected to decline somewhat over the next few years as the initial
terms of their power purchase agreements (PPAs) expire, with a more
substantial drop off starting in 2023. The company is highly
leveraged against its cash flows with CFO Pre-WC (cash flow from
operation pre-working capital) to debt projected to be around 9% in
2016 and rising to 11% in 2017 due to a combination of higher cash
flow and a lower debt balance. APLP's term loan, which is rated one
notch above the CFR at Ba3, benefits from a security interest in
most of the projects and a 50% cash flow sweep.
Liquidity
Atlantic Power has good liquidity to meet the needs of its
operations and debt service obligations. The company is expected to
generate positive free cash flow after dividends and mandatory debt
amortization. Atlantic Power has access to a $210 million revolving
credit facility and will maintain a minimum unrestricted cash
balance of about $70 million. Atlantic Power's next bond maturity
is in 2017, when about $115 million of convertible debt will become
due at the holding company.
Rating Outlook
The stable outlook reflects the reliability and consistency of the
contracted cash flows from its portfolio of 23 power projects
coupled with the expected declining debt balance due to debt
amortization at APLP as well as at some of the projects.
What Could Change the Rating - Up
Upward rating pressure could result from a CFO pre-W/C to debt
ratio rising to the mid to high teens range on a sustained basis.
What Could Change the Rating - Down
Atlantic Power could be downgraded if cash flow deteriorates and
the CFO pre-W/C to debt ratio falls below 10% or the company finds
itself in a cash flow deficit position after meeting its debt
service and paying a common dividend.
The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in October
2014.
BOO BEAR ENTERPRISES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Boo Bear Enterprises, LLC
2434 W. Montrose Avenue
Chicago, IL 60618
Case No.: 15-36712
Chapter 11 Petition Date: October 28, 2015
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Donald R Cassling
Debtor's Counsel: Brian J Jackiw, Esq.
GOLDSTEIN & MCCLINTOCK LLLP
208 S LaSalle Street, Suite 1750
Chicago, IL 60604
Tel: 312.337.7700
Email: brianj@restructuringshop.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jesse T. Boyle, sole member.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
BOOMERANG SYSTEMS: Court Approves DIP Financing from Game Over
--------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware authorized Boomerang Systems, Inc., and its affiliated
debtors to obtain postpetition financing pursuant to a Term Sheet
and Debtor-in-Possession Credit Agreement between the Debtors and
Game Over Technology Investors, LLC. Judge Walrath also authorized
the Debtors to use the prepetition lenders' cash collateral.
The Debtors entered into a Loan and Security Agreement with Parking
Source LLC and other lenders ("Prepetition Lenders"), wherein the
Prepetition Lenders committed to fund $4,750,000 in principal
amount of loans to the Debtors and contemplated that the aggregate
principal amount could be increased to $10,000,000 through
commitments from additional, subsequent lenders. The Debtors
entered into several Amendments by which additional Prepetition
Lenders committed to fund additional principal amounts of loans to
the Debtors, ultimately bringing the aggregate commitments under
the Prepetition Loan and Security Agreement to $14,900,000. An
amendment to the Loan and Security Agreement increased the maximum
aggregate principal amount of borrowings under the Prepetition Loan
and Security Agreement to $14,950,000. On Aug. 16, 2015, Law
Debenture Trust Company of New York was appointed successor agent
to Parking Source LLC pursuant to the Prepetition Loan and Security
Agreement. To secure the indebtedness under the Prepetition Loan
and Security Agreement, the Debtors granted the Prepetition Lenders
a first priority lien on and a security interest in all of the
Debtors' tangible and intangible assets ("Prepetition Collateral").
The total amount of borrowings outstanding under the Prepetition
Loan and Security Agreement was approximately $13.4 million
("Prepetition Secured Obligations").
The Debtors contend that they require the financing to fund, among
other things, their ongoing working capital requirements and for
other permitted purposes set forth in their Budget, which has been
approved by the DIP Lender. The Debtors further contend that if
they do not obtain authorization to borrow under the DIP Loan
Agreement and the requested financing is not approved, they will
suffer immediate and irreparable harm. The Debtors relate that
after considering all alternatives, they have concluded, in the
exercise of their prudent business judgment, that the DIP Financing
is in the best interests of the estates and their creditors.
The Debtors tell the Court that they also require the use of Cash
Collateral to operate their business and that without the use of
Cash Collateral, they will not be able to meet their cash
requirements for working capital needs.
The Court authorized the Debtors to obtain advances, subject to the
terms of the DIP Loan Agreement, in the aggregate principal amount
of up to $3,000,000 and use Cash Collateral in accordance with the
Budget. The DIP Lender's obligation to make loans in accordance
with the DIP Loan Agreement and consent to the use of Cash
Collateral automatically terminates on May 31, 2016, the maturity
date.
About Boomerang Systems
Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.
The Company reported a net loss of $19.1 million for 2011 and a net
loss of $15.8 million during the prior year.
The Company's balance sheet at Dec. 31, 2011, showed $6.89 million
in total assets, $13.8 million in total liabilities, and a
$6.87 million total stockholders' deficit.
BOOMERANG TUBE: Exclusive Solicitation Period Extended to March 4
-----------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware extended the exclusive filing period for Boomerang
Tube, LLC, et al., through and including Jan. 5, 2016, and the
exclusive solicitation period through and including March 4, 2016.
According to Ryan M. Bartley, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, in connection with the Joint
Prepackaged Chapter 11 Plan of Reorganization, the Debtors have
contended with various objections to confirmation interposed by the
Official Committee of Unsecured Creditors, the most significant of
which is a contest over the Debtors' total enterprise value, and an
unresolved objection from the United States Trustee, as well as
other objections from contract counterparties and taxing authority,
which have been resolved in principle.
At the same time, the Debtors have also focused on the contested
recharacterization of the SBI Financing Agreement and valuation of
the equipment, Mr. Bartley tells the Court. He says the Plan
confirmation process has occupied a significant portion of the
Debtors and their management and advisors' time over the past two
months and has included substantial discovery. The hearing to
consider confirmation of the Plan began on September 21, 2015,
testimony concluded on October 5, 2015, and post-trial briefing is
due to the Court on October 16, 2015. The Debtors believe that
after consideration of the evidence and arguments presented at, and
in connection with, the Confirmation Hearing, the Court will
confirm the Plan.
Finally, the Debtors have been engaged in negotiations over the
past few months with key vendors, contract counter-parties, and
their secured lenders over the post-emergence Debtors' operations
and financing, Mr. Bartley says. In sum, the Debtors have devoted
a substantial amount of time, energy and resources towards bringing
these cases to a resolution and the successful rehabilitation of
the Debtors, he adds.
About Boomerang Tube
Boomerang Tube, LLC, is a manufacturer of welded Oil Country
Tubular Goods ("OCTG") in the United States. OCTG are used by
drillers in exploration and production of oil and natural gas and
consist of drill pipe, casing and tubing. Boomerang has corporate
offices in Chesterfield, Missouri and manufacturing facilities in
Liberty, Texas, strategically located near major steel production
centers and end-user markets. With a 487,000 square foot plant
that houses two mills and heat treat lines and a contingent 119
acres, these facilities constitute the second largest alloy OCTG
mill in North America. Access Tubulars, LLC, owns 81% of the
equity interests in Boomerang.
Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
15-11247) on June 9, 2015, with a deal with lenders on a balance
sheet restructuring that would convert $214 million of debt to
100% of the common stock of the reorganized company.
The cases are assigned to Judge Mary F. Walrath.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
attorneys; Lazard Freres & Co. LLC, as financial advisor; and
Donlin, Recano & Co., Inc., as claims and noticing agent.
Boomerang Tube has secured approval of its Amended Disclosure
Statement in support of its Joint Prearranged Chapter 11 Plan
dated Aug. 13, 2015. The hearing to confirm the Plan commenced on
Sept. 21, 2015 at 10:30 a.m. (prevailing Eastern Time).
The Joint Prearranged Plan reduces the Debtors' funded debt
obligations by converting approximately $214 million in
outstanding principal of Term Loan Facility obligations into (i)
100% of the New Holdco Common Stock (subject to dilution for (1)
the payment of the Exit Term Facility Backstop Fee and the Exit
Term Facility Closing Fee in the aggregate equal to collectively
20% of the New Holdco Common Stock as of the closing date of the
Exit Term Facility and (2) issuances of equity under a management
incentive plan not to exceed 5% of the total outstanding equity of
New Holdco) and (ii) $55 million of subordinated secured notes
issued by New Opco. The Plan provides that New Holdco will hold
100% of the New Opco Common Units. Holders of Allowed General
Unsecured Claims will receive their pro rata share of the GUC
Trust Proceeds allocated to holders of General Unsecured Claims in
accordance with the GUC Trust Waterfall.
A copy of the Amended Disclosure Statemet is available at:
http://is.gd/DEXT81
CALFRAC WELL: S&P Lowers CCR to 'B', Outlook Negative
-----------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit and senior unsecured debt rating on Calgary,
Alta.-based oilfield service provider Calfrac Well Services Ltd. to
'B' from 'BB-'. The outlook is negative. At the same time,
Standard & Poor's lowered its issue-level rating on Calfrac
Holdings L.P.'s senior unsecured debt to 'B' from 'BB-'. The
recovery rating on the unsecured debt is unchanged at '3',
indicating a meaningful (50% to 70%; lower half of the range)
recovery in the event of default. As well, S&P is revising its
financial risk profile on Calfrac to "highly leveraged" from
"aggressive," and its liquidity assessment on the company to
"adequate" from "strong."
"The downgrade reflects our expectation that Calfrac's operating
performance will continue to lag below our previous expectations,
resulting in significantly weakened profitability metrics and
elevated credit measures in 2015 and 2016," said Standard & Poor's
credit analyst Michelle Dathorne.
"We are using a "positive" comparable rating analysis modifier,
which raises our 'b-' anchor score on Calfrac to the 'B' credit
rating. In our opinion, the positive CRA modifier reflects our
view of the company's geographic and customer diversity compared
with that of 'B-' rated peers, as well as its leading position in
Canada. Our expectation that Calfrac will be able to amend its
covenants and maintain "adequate" liquidity also supports our
application of a positive CRA modifier. We believe that these
attributes would help Calfrac's operating results to recover
quickly compared to other smaller players as hydrocarbon prices
rebound. Nevertheless, if the company is unable to strengthen its
cash flow and leverage metrics, we believe its ability to sustain
its operations would be compromised. If this occurs, we would
likely remove the positive CRA modifier, and lower the rating to
'B-'," S&P said.
S&P has reduced its revenue and EBITDA margin assumptions for
Calfrac for the next three years and now expects credit measures to
be materially weaker than S&P's previous expectations. Although
the company has been able to achieve significant cost reductions,
they have not been sufficient to offset actual and forecast revenue
decreases, which is the principal factor contributing to the
weakened profitability metrics.
The ratings on Calfrac reflect Standard & Poor's view of the
company's weakened operating efficiency and profitability metrics,
as actual and forecast cost savings have not tempered revenue
reductions and stabilized the profitability profile, which S&P
assess using both its consolidated EBITDA margin and return on
capital. As a result, Calfrac's cash flow and leverage metrics
have deteriorated well below the levels needed to support the
'BB-' rating. Nevertheless, S&P believes the company's geographic
diversification and breath of service offerings somewhat offset
these weaknesses.
The negative outlook reflects the potential for Calfrac's weakened
cash flow adequacy and leverage metrics to impair its overall
credit profile and the ratings. Under S&P's updated base-case
scenario, it expects the company's credit measures will remain high
over the next 12 months, with debt-to-EBITDA leverage well above
10x.
Although S&P expects Calfrac's financial risk profile will remain
in the "highly leveraged" category beyond S&P's current 12-month
outlook period, it could lower the rating, by removing the positive
CRA modifier, if S&P expects weighted average debt-to-EBITDA to
remain above 8x, because leverage metrics at these elevated levels
would compromise the company's medium- and long-term viability. In
addition, S&P could also lower the rating, if Calfrac is unable to
amend its credit facility covenants or the availability under the
credit facility falls materially. Either or both of these factors
would weaken S&P's assessment of the company's liquidity profile,
and compromise the rating.
S&P could revise the outlook to stable if it expects Calfrac's cash
flow and leverage metrics to improve in tandem with improving
industry condition such that S&P expects it to maintain its fully
adjusted, three-year, weighted-average FFO-to-debt at or above 8%.
CITY SPORTS: Gets Approval to Push Back Auction Plans
-----------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that a Delaware
bankruptcy judge on Oct. 22, 2015, allowed sporting goods retailer
City Sports Inc. to push back its sale plans by a week as unsecured
creditors pushed the debtor to try harder to find a going-concern
buyer for the struggling chain.
During a hearing in Wilmington, U.S. Bankruptcy Judge Kevin Gross
said he would sign updated bid procedures when they are presented
to the court that would set a new qualified bid deadline of Nov. 2,
with an auction, if needed, the next day.
About City Sports
City Sports, Inc. and City Sports-DC, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12054 and
15-12056, respectively) on Oct. 5, 2015. Andrew W. Almquist
signed
the petition as senior vice president and chief financial officer.
The Debtors estimated both assets and liabilities of $10 million
to
$50 million. The Debtors have engaged DLA Piper LLP (US) as
counsel and FTI Consulting, Inc., as financial and restructuring
advisor.
The Company is a Boston-based specialty sports retailer that offers
performance footwear, athletic apparel, and equipment from leading
brands as well as the Company's own "CS by City Sports" line for
running, fitness, swimming, cycling, tennis, yoga and team sports.
CRP-2 HOLDINGS: U.S. Bank Has Issues with 2nd Amended Disclosures
-----------------------------------------------------------------
Judge Donald R. Cassling entered early this month an order setting
an Oct. 27, 2015, hearing to consider approval of CRP-2 Holdings
AA, L.P.'s Disclosure Statement and scheduling hearings on Jan. 11,
12, 13, 14, 19, 20 and 21, 2016, to consider confirmation of
CRP-2's Reorganization Plan. The Debtor is required to submit a
plan supplement by Oct. 30, and send solicitation packages to
creditors by Nov. 4. Objections to confirmation of the Plan and
ballots are due Dec. 11.
CRP-2 Holdings on Oct. 13, 2015, filed a Second Amended Disclosure
Statement, which provides for minor changes to the previous
iteration of the Disclosure Statement.
U.S. Bank, National Association on Oct. 16, submitted an objection,
saying that the Second Amended Disclosure Statement cannot be
approved because it does not contain adequate information as
required by Sec. 1125 of the Bankruptcy Code. U.S. Bank, in its
capacity as trustee for the registered holders of J.P. Morgan Chase
Commercial Mortgage Securities Trust 2006-LDP9, Commercial Mortgage
Pass-Through Certificates, Series 2006-LDP9, by and through
CWCapital Asset Management LLC, solely in its capacity as special
servicer, said that among other things, the Disclosure Statement
does not contain sufficient information regarding
(i) the amount and nature of claims;
(ii) the type of and basis for the Debtor's value of
(a) the Property and (b) the Portfolio;
(iii) the purpose of or intended use for the "up to"
$40 million cash infusion to be contributed by the
Debtor's parent or the conditions precedent to the
infusion of amounts above $10 million;
(iv) the proposed management of the Reorganized Debtor
and information regarding the change in the existing
structure and control rights of the Debtor's general
partner and limited partner equity holders;
(v) the factual bases underlying the Financial Projections,
including:
(a) the amount and extent of (if any) anticipated capital
improvements and/or tenant improvements;
(b) the sources of funds contained in the Financial
Projections including advances and escrows;
(c) the basis for the substantial increase in rental
income projected for second, third and fourth years
of the Plan; and
(d) the basis for the substantial increase in value of
the Property (from $160 million to $237 million) in
the four-year term of the Plan; and
(vi) the treatment of the Trust's claim, including the total
amount that will actually be paid to the Trust.
The Chapter 11 Plan
The Debtor has filed a proposed Plan of Reorganization that
contemplates the payment in full of all creditors, including the
$152 million in outstanding obligations under the secured credit
facility. The Debtor believes there is significant equity value in
its business. The Debtor's owner, Colony Realty Partners II REIT
("REIT), is confident enough in this value that they are prepared
to infuse a minimum of $10 million in additional equity in to the
Debtor and its operations, with additional possible investments of
up to $30 million in their sole and absolute discretion.
Under the Plan:
-- Administrative claims will be paid in full in cash on the
Effective Date, and priority tax claims estimated at
$1.3 million will be reinstated.
-- Other priority claims (Class 1) will be paid in full in
cash.
-- Other secured claims (Class 2), if any, will be reinstated.
-- The $152 million in secured credit facility claims
(Class 3) secured by 32 office and warehouse buildings will
be satisfied with a restructured loan in the full face
amount of all outstanding obligations plus accrued interest.
-- General unsecured claims (Class 4) estimated at $1.40
million will be paid in full without interest as soon as
reasonably practicable after the Effective Date.
-- The GP interests (Class 5) and the LP interests (Class 6)
will be reinstated, subject and subordinate to the
preferred equity to be issued to REIT on account of its
new money investment.
A copy of the 2nd Amended Disclosure Statement is available for
free at:
http://bankrupt.com/misc/CRP-2_Holdings_160_2nd_Am_DS.pdf
 
U.S. Bank's attorneys:
Gregory A. Cross, Esq.
Frederick W. H. Carter, Esq.
Catherine Guastello Allen, Esq.
VENABLE LLP
750 East Pratt Street, Ste. 900
Baltimore, MD 21202
Tel: (410) 244-7446
Fax: (410) 244-7742
E-mail: gacross@venable.com
fwhcarter@venable.com
cgallen@venable.com
- and -
Faye B. Feinstein, Esq.
QUARLES & BRADY LLP
300 N. LaSalle Street, Ste. 4000
Chicago, IL 60654
Tel: (312) 715-5000
Fax: (312) 715-5155
E-mail: faye.feinstein@quarles.com
About CRP-2 Holdings
CRP-2 Holdings AA, L.P., a Delaware limited partnership that was
formed in May 2006 for the primary purpose of acquiring and
managing real property. CRP-2 is controlled by Colony Realty
Partners GP II, LLC. Between May and October of 2006, CRP-2
acquired 14 properties for a total purchase price of $286,732,400,
financing approximately 60% of the purchase price with proceeds
from a $171 million secured credit facility with JPMorgan Chase
Bank. The Debtor at present owns 10 properties consisting of six
office buildings and 26 industrial buildings located in and around
Chicago, Washington D.C., Boston and New Jersey.
CRP-2 Holdings filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Ill. Case No. 15-24683) on July 21, 2015. Judge Donald R. Cassling
is assigned to the case.
The Debtor disclosed total assets of $171,349,208 and total
liabilities of $166,637,095.
The Debtor tapped FrankGecker LLP as counsel.
The official committee of unsecured creditors tapped Sugar
Felsenthal Grais & Hammer LLP as substitute counsel effective as of
Sept. 21, 2015.
CRYOPORT INC: Unit Signs Lease Agreement with Daimler
-----------------------------------------------------
Cryoport Systems, Inc., a wholly owned subsidiary of Cryoport,
Inc., entered into a lease agreement for approximately 27,646
square feet at a facility located at 17305 Daimler Street, Irvine,
California with Daimler Opportunity, LLC. The Company entered into
a Guaranty with Lessor pursuant to which it guarantied the Lessee's
obligations under the Lease. The Facility will become the
Company's headquarters and primary operating facility.
The lease commences on the later of Nov. 1, 2015, or substantial
completion of the improvements thereon and expires seven years
after that date, subject to the Lessee's option to extend the lease
for two additional five year periods. The Lessee also has a right
of first offer to lease with respect to certain space adjacent to
the Facility. Base rent payments due under the Lease for the
Facility are expected to be approximately $2 million in the
aggregate over the initial seven year term of the Lease. The
Lessee is also responsible for certain other costs under the Lease,
such as certain operating expenses, taxes, assessments, insurance,
and utilities.
About Cryoport
Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries. Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.
Cryoport reported a net loss attributable to common stockholders of
$12.2 million for the year ended March 31, 2015, compared to a net
loss attributable to common stockholders of $19.6 million for the
year ended March 31, 2014. As of June 30, 2015, the Company had $4
million in total assets, $1.9 million in total liabilities and $2
million in total stockholders' equity.
KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2015, citing that the
Company has incurred recurring operating losses and has had
negative cash flows from operations since inception. Although the
Company has cash and cash equivalents of $1.4 million at March 31,
2015, management has estimated that cash on hand, which include
proceeds from Class B convertible preferred stock received
subsequent to the fourth quarter of fiscal 2015, will only be
sufficient to allow the Company to continue its operations into the
third quarter of fiscal 2016. These matters raise substantial
doubt about the Company's ability to continue as a going concern.
CTI BIOPHARMA: Offering 50,000 Series N-1 Preferred Shares
----------------------------------------------------------
CTI BioPharma Corp. filed with the Securities and Exchange
Commission a free writing prospectus relating to the public
offering of 50,000 shares of Series N-1 Preferred Stock
(convertible into 40.0 million shares of common stock at the
initial conversion price) at a price $1,000 per share.
No shares of Series N-1 Preferred Stock shall be convertible by a
holder to the extent such conversion would result in the holder and
its affiliates beneficially owning more than 14.99% of the
Company's common stock then outstanding.
The Offering will close on Oct. 30, 2015.
Piper Jaffray & Co. is acting as sole book-running manager for the
offering. Ladenburg Thalmann & Co. Inc. is acting as lead manager
and National Securities Corporation is acting as co-manager for
this offering.
A copy of the FWP is available for free at http://is.gd/4xT7ly
About CTI BioPharma
CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis. CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.
CTI Biopharma reported a net loss attributable to common
shareholders of $96 million in 2014, compared with a net loss
attributable to common shareholders of $49.6 million in 2013.
As of March 31, 2015, the Company had $63.1 million in total
assets, $48.7 million in total liabilities, $240,000 in common
stock purchase warrants, $14.1 million in total shareholders'
equity.
DELUXE ENTERTAINMENT: S&P Raises CCR to 'B-', Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Burbank, Calif.-based Deluxe
Entertainment Services Group Inc. to 'B-' from 'CCC+'. The rating
outlook is stable.
At the same time, S&P raised its issue-level rating on Deluxe's
senior secured term loan facility to 'B-' from 'CCC+'. The '4'
recovery rating remains unchanged, indicating S&P's expectation for
average recovery (30%–50%; lower half of the range) of principal
in the event of a payment default.
"The upgrade reflects our expectation that Deluxe's liquidity,
while currently 'less than adequate,' will improve to 'adequate'
over the next few quarters as the company returns to generating
sustained free cash flow," said Standard & Poor's credit analyst
Naveen Sarma. An "adequate" liquidity assessment would also
incorporate the company's ability to meet its compliance
requirements without further accessing the revolving line of credit
that its sponsor owner McAndrews & Forbes provides. S&P expects
that Deluxe's financial results will benefit from a strong global
film production slate in 2015 and 2016, with an increase in the
number of big production tentpole films. This, along with the
cost-saving measures the company had undertaken toward the end of
2014 and into the first half of 2015, should result in significant
EBITDA growth and improve its liquidity position over the next
year.
"The corporate credit rating on Deluxe reflects our view of the
company's business risk profile as "weak" and its financial risk
profile as "highly leveraged." The "weak" business risk profile
assessment reflects Deluxe's limited diversification and high
dependence on feature films post-production work, which leaves it
susceptible to the unpredictable timing of big budget productions.
This occurred in 2014 when the global film slate was weak and the
company had to access an equity cure to keep from violating its
bank covenants. We expect a healthy film slate through 2016, but
volatility in film production and the changing tastes of the
viewing public could result in another decline in film releases,"
S&P noted.
"The stable rating outlook reflects our expectations that leverage
will remain above 5x through 2016," said Mr. Sarma. S&P expects
that Deluxe will increase revenues at a low- to mid-single-digit
percentage rate in 2016 and its liquidity profile will improve to
"adequate," based on S&P's criteria, over the next few quarters.
The outlook also reflects the stronger box office performance in
2015 and production slate for 2016, compared with those for 2014.
S&P could lower the rating if it believes that the company's
liquidity will not improve over the next 12 months. This could
occur if demand for Deluxe's post production services weakens due
to changes in the global film slate, similar to 2013-2014. Because
of the high operating leverage, a decline in production work could
lead to materially lower EBITDA and cash flow.
S&P could raise the rating if Deluxe reduces its adjusted leverage
to below 5x on a sustained basis while maintaining "adequate"
liquidity. This could occur through organic debt reduction and a
more conservative financial policy. An upgrade would also depend
on the company's ability to grow its TV segment, thereby
diversifying away from its high dependence on film production
slate.
ELK GROVE VILLAGE: IDOR's Interest Entitled to Adequate Protection
------------------------------------------------------------------
To the extent inconsistent with his Memorandum Opinion and Order,
Judge John Robert Blakey of the United States District Court for
the Northern District of Illinois, Eastern Division, vacated the
bankruptcy court's May 21, 2014 Memorandum Decision and May 22,
2014 Order.
On October 10, 2013, Eugene Crane, the Chapter 11 Trustee, filed a
motion to approve the sale of BP branded gas stations that were
operated by the four debtors: Elk Grove Village Petroleum, Joliet
Petroleum, Oswego Petroleum and Orland Park Petroleum. On November
13, 2013, the bankruptcy court entered an order approving the sale
of the gas stations.
United Central Bank ("UCB"), with whom the debtors previously
entered into loan agreements secured by mortgages on the real
properties upon which the gas stations operate, filed a Motion for
Allowance of Secured Claim and Turnover of Collateral Proceeds,
asserting claims against the debtors in the collective amount of
$14,077,157.67.
The Illinois Department of Revenue ("IDOR") filed an objection to
UCB's Allowance Motion and an accompanying Cross-Motion for Partial
Turnover of Proceeds of Sales, requesting the bankruptcy court to
order the Trustee to turnover sufficient funds from the sales
proceeds to satisfy the debtors' outstanding tax liabilities.
The bankruptcy court found that UCB's secured claims were deemed
allowed under Section 502(a) of the Bankruptcy Code in the total
amount of $14,077,157.67 consisting of a secured claim in the
amount of $5,229,475.27 that was secured in the sale proceeds and a
general unsecured claim in the amount of $8,847,682.40.
The bankruptcy court also found that the IDOR's claims were allowed
in the amount of $1,881,648.60, consisting of priority and general
unsecured claims. The said court then determined that the IDOR's
right under the Bulk Sales Act to pursue the purchaser for the
debtors' outstanding tax liabilities was an "interest" extinguished
by its sale order. However, despite the IDOR having lost that
"interest," the bankruptcy court decided that the loss was without
value and thus not entitled to "adequate protection."
On appeal, Judge Blakey concurred with the bankruptcy court's
analysis that, applying the settled principle that liens are
prioritized in relative priority of perfection, found that UCB's
liens took priority. However, the judge deviated from the
bankruptcy court's determination that IDOR's "interest" was without
value. Judge Blakey held that the Bulk Sales Act empowers the IDOR
to also go after the purchaser "personally" if he does not remit
the amount withheld from the sale to the IDOR upon demand. The
judge explained that if the purchaser remitted the withheld sale
proceeds to UCB and not the IDOR despite the IDOR's demand for that
money, then the purchaser nevertheless still would be "personally
liable to the Department for the amount owed hereunder by the
seller." Thus, Judge Blakey concluded that this valuable
"interest" is entitled to "adequate protection" under Section
363(e) of the Bankruptcy Code.
The case is Illinois Department of Revenue, Appellant, v. Elk Grove
Village Petroleum, LLC, et al., Appellees, CASE NO. 14 C 5072 (N.D.
Ill.).
A full-text copy of Judge Blakey's September 30, 2015 memorandum
opinion and order is available at http://is.gd/qTkdUofrom
Leagle.com.
Illinois Department of Revenue is represented by:
James Douglas Newbold, Esq.
ILLINOIS ATTORNEY GENERAL'S OFFICE
100 W Randolph JRTC Ste 13
Chicago, IL 60601-3218
Tel: (312) 814-3000
Elk Grove Village Petroleum, LLC is represented by:
Timothy C. Culbertson, Esq.
1107 Lincoln Ave.
Fox River Grove, IL 60021
Fax: (847) 574-8220
United Central Bank is represented by:
Devon Joseph Eggert, Esq.
Shelly A. DeRousse, Esq.
FREEBORN & PETERS, LLP
311 South Wacker Drive Suite 3000
Chicago, IL 60606
Tel: (312) 360-6000
Fax: (312) 360-6520
Email: deggert@freeborn.com
sderousse@freeborn.com
Eugene Crane is represented by:
Jeffrey Chad Dan, Esq.
CRANE, HEYMAN, SIMON, WELCH & CLAR
135 S. LaSalle St., Suite 3705
Chicago, IL 60603
Tel: (312) 641-6777
Fax: (312) 641-7114
Email: jdan@craneheyman.com
PAV 2, LLC is represented by:
William J. McKenna, Jr., Esq.
FOLEY & LARDNER
321 North Clark Street Suite 2800
Chicago, IL 60654-5313
Tel: (312) 832-4500
Fax: (312) 832-4700
Email: wmckenna@foley.com
Service List is represented by:
Timothy A. Barnes, Esq.
U.S. BANKRUPTCY COURT
Everett McKinley Dirksen United States Courthouse
219 South Dearborn Street Chamber 668
Chicago, IL 60604
ENERGY FUTURE: Bondholders to Challenge Make-Whole Defeat
---------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reported that bondholders who lost an $890 million court fight with
Energy Future Holdings Corp. are maneuvering to get a hearing in a
federal appeals court before the power company's $42 billion
bankruptcy is over and done.
According to the report, once Energy Future's out of bankruptcy,
bondholders risk being told their appeal would upset too many other
investors with big money riding on the company's chapter 11 plan,
lawyers for the bondholders said in court papers.
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.
ENVISION HEALTHCARE: S&P Rates Proposed $750MM Term Loan 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '4' recovery rating to Greenwood Village, Colo.-based
health care staffing and emergency transport company Envision
Healthcare Holdings Inc.'s proposed $750 million term loan B,
issued by operating subsidiary Envision Healthcare Corp. The
recovery rating on this debt is '4', indicating S&P's expectation
for average (30% to 50%; at the high end of the range) recovery in
the event of payment default.
S&P's rating on the company's existing senior secured debt remains
'BB-'. However, S&P revised the recovery rating on this debt to
'4' from '3', indicating S&P's expectation for average (30% to 50%,
at the high end of the range) recovery in a default. The revised
recovery rating reflects S&P's expectation for higher senior
secured debt at default following the new term loan issuance.
Envision plans to use term loan proceeds to repay revolver
borrowings and fund the purchase of emergency transportation
provider Rural Metro Corp. S&P's 'BB-' corporate credit rating on
Envision, S&P's 'BB-' issue-level rating on the company's existing
secured debt, and its 'B' rating on the company's unsecured notes
are unchanged. The rating outlook is stable.
S&P's ratings on Envision continue to reflect the company's
concentration in emergency medicine staffing and its participation
in highly competitive markets. These risks are moderated by the
company's operations in medical transport, its scale compared with
its competitors, and S&P's expectation that the company will
continue to grow, in part, by taking share in a very fragmented
marketplace. For these reasons, S&P continues to consider the
business profile to be "fair". S&P's ratings also reflect its
expectation that Envision will remain acquisitive, resulting in
leverage that S&P expects to average between 4x and 5x over time.
This is consistent with an "aggressive" financial risk profile.
RATINGS LIST
Envision Healthcare Holdings Inc.
Corporate Credit Rating BB-/Stable/--
New Rating
Envision Healthcare Corp.
$750 Mil. Term Loan B BB-
Recovery Rating 4H
Recovery Rating Revised
To From
Envision Healthcare Corp.
Senior Secured BB- BB-
Recovery Rating 4H 3L
ESSAR STEEL: Said Discussing Fourth Canadian Insolvency
-------------------------------------------------------
Laura J. Keller and Allison McNeely, writing for Bloomberg News,
reported that Essar Steel Algoma Inc., one of the largest
steelmakers in Canada, is in talks with senior lenders over a deal
to put the company into insolvency proceedings for the fourth time
as its cash runs dry, according to a person with knowledge of the
matter.
According to the report, citing the person, the company is
discussing a court filing within the next month. Essar Steel has
sought interest from investors for a deal that would give it an
immediate liquidity boost by selling receivables, another person
said, the report related.
"Weak steel prices are the key factor responsible for the financial
pressures that the company is facing right now," Jarrett Bilous, a
Standard & Poor's analyst who grades the company, said by telephone
from Toronto, the report cited.
About Essar Steel
Headquartered in Sault Ste. Marie, Ontario, Canada, ESA is an
integrated steel producer. Approximately 80% to 85% of ESA's sales
are sheet products with plate products accounting for the balance.
For the 12 months ending December 31, 2013, ESA generated revenues
of C$1.8 billion.
Robert J. Sandoval filed a petition under Chapter 15 of the U.S.
Bankruptcy Code for Essar Steel Algoma Inc., and its debtor
affiliates on July 16, 2014, following the companies' initiation
of a reorganization under Canada's Companies' Creditors
Arrangement Act. The lead case is Essar Steel Algoma Inc., Case
No. 14-11730 (D. Del.). Essar Steel operates one of Canada's
largest integrated steel manufacturing facilities. The Chapter 15
case is assigned to Judge Brendan Linehan Shannon. The Chapter 15
Petitioner's Counsel is Daniel J. DeFranceschi, Esq., and Amanda
R. Steele, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware.
* * *
The Troubled Company Reporter, on Oct. 15, 2015, reported that
Moody's Investors Service downgraded Essar Steel Algoma Inc.'s
(ESA) corporate family rating and probability of default rating to
Caa3 and Caa3-PD from Caa1 and Caa1-PD respectively. At the same
time Moody's downgraded the revolving credit facility rating to B2
from B1, the senior secured term loan facility and senior secured
notes rating to Caa1 from B2. The rating on 1839688 Alberta ULC's
secured (third/fourth lien) notes (guaranteed by ESA and other
subsidiaries of ESA) was downgraded to Ca from Caa2. The outlook
is negative.
FILMED ENTERTAINMENT: November Auction at Griffin Hamersky Offices
------------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that the owner of
Columbia House is preparing to sell the once-popular music club at
a planned auction in New York, according to papers filed on Oct.
22, 2015, but it remains an open question exactly how much the
bankrupt company -- long since overtaken by digital media -- will
fetch.
In papers filed on Oct. 22 with the Bankruptcy Court, Columbia
House's corporate parent, Filmed Entertainment Inc., said that the
auction will take place at the offices of Griffin Hamersky PC.
About Filmed Entertainment
Filmed Entertainment Inc. owns and operates the "Columbia House DVD
Club," a direct-to-customer distributor of movies and television
series in the United States. FEI conducts its business through
physical catalogues and through the --
http://www.columbiahouse.com/Web site. FEI was historically
active in the musical compact disc business, but exited the music
business in 2010. Founded in 1955 as a division of CBS Inc. to
sell vinyl records and cassette tapes, FEI is a unit of Pride Tree
Holdings, Inc., which acquired FEI in December 2012.
On Aug. 10, 2015 FEI filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 15-12244) in Manhattan, New York. The case is pending
before the Honorable Shelley C. Chapman.
The Debtor tapped Griffin Hamersky P.C. as counsel, and Prime Clerk
LLC as claims and noticing agent.
The Debtor estimated assets of $1 million to $10 million and debt
of $50 million to $100 million.
The U.S. Trustee for Region 2 appointed five creditors of Filmed
Entertainment Inc. to serve on the official committee of unsecured
creditors.
FIRST DATA: S&P Raises CCR to 'B+', Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Atlanta-based First Data Corp. (FDC) to 'B+' from
'B'. The outlook is stable.
At the same time, S&P raised its issue-level ratings on FDC's
senior secured debt to 'BB' from 'BB-. The recovery rating remains
'1', indicating S&P's expectation for very high (90% to 100%)
recovery prospects in the event of a payment default. S&P also
raised its issue ratings on FDC's second-lien senior unsecured debt
to 'B' from 'B-'. The recovery rating remains '5', reflecting
S&P's expectation for modest (10% to 30%) recovery prospects in the
event of a payment default. In addition, S&P raised its issue
rating on the company's subordinated debt to 'B-' from 'CCC+'. The
'6' recovery rating reflects S&P's expectation for negligible (0%
to 10%) recovery prospects in the event of a payment default.
"The upgrade of FDC reflects the company's planned application of
equity net proceeds of about $2.6 billion for debt reduction in
2015, including the repayment of a portion of its 12.625% senior
notes due 2021 and full repayment of its 11.25% senior notes due
2021," said Standard & Poor's credit analyst John Moore.
FDC has additional opportunities to delever in 2016, considering
its approximate $10 billion of secured and unsecured notes as of
Sept. 30, 2015, which are callable by mid-2016, and an average
coupon of about 10%, including its 12.625% senior notes due 2021,
10.625% senior notes due 2021, and 11.75% subordinated notes due
2021.
The stable outlook reflects FDC's large scale and growing revenues
and earnings in global merchant payment processing and card issuing
services markets.
S&P could lower the rating if operating weakness were to result in
declines in EBITDA of about 15% during the coming year or if
leverage returned to the 8x area.
High debt leverage and the company's limited capacity to reduce
debt from free cash flow constrain the possibility of an upgrade
over the coming year. Over the longer term, S&P could raise the
rating if FDC were to maintain steady operating performance and its
leverage declined to below 5x.
FORESIGHT APPLICATIONS: Bid for Withdrawal of Reference Granted
---------------------------------------------------------------
Judge Robert E. Blackburn of the United States District Court for
the District of Colorado granted the unopposed Motion for
Withdrawal of Reference filed on November 21, 2014.
Foresight Applications & Systems Technologies, LLC, filed an
adversary proceeding against Genesee Capital Corporation, seeking
to recover and allegedly preferential payment made to Genesee on
behalf of Foresight. Genesee demanded a jury trial on all claims
asserted against it. The parties agreed that the automatic
referral of the adversary proceeding to the United States
Bankruptcy Court for the District of Colorado should be withdrawn.
Judge Blackburn granted the motion but referred the matter again to
the bankruptcy court for consideration and resolution of all
pretrial issues.
The district court case is FORESIGHT APPLICATIONS & SYSTEMS
TECHNOLOGIES, LLC, Plaintiff, v. GENESEE CAPITAL CORPORATION,
Defendant, CIVIL ACTION NO. 14-CV-03169-REB-AP (D. Colo.).
The adversary proceeding is FORESIGHT APPLICATIONS & SYSTEMS
TECHNOLOGIES, LLC, Plaintiff, v. GENESEE CAPITAL CORPORATION,
Defendant, ADVERSARY PROCEEDING NO. 14-01237-SBB (Bankr. D.
Colo.).
The case is In re: FORESIGHT APPLICATIONS & SYSTEMS TECHNOLOGIES,
LLC, Chapter 11, Debtor, BANKRUPTCY CASE NO. 13-13290-SBB (Bankr.
D. Colo.).
A full-text copy of Judge Blackburn's September 30, 2015 order is
available at http://is.gd/o47LWAfrom Leagle.com.
Foresight Applications & Systems Technologies, LLC is represented
by:
Devon Joseph Eggert, Esq.
Elizabeth L. Janczak, Esq.
FREEBORN & PETERS
311 South Wacker Drive Suite 3000
Chicago, IL 60606
Tel: (312) 360-6000
Fax: (312) 360-6520
Email: deggert@freeborn.com
ejanczak@freeborn.com
Document Recovery Solution, LLC and Joshue Dinar are represented
by:
David Michael Miller, Esq.
BERENBAUM WEINSHIENK, PC
Email: dmiller@bbo.on.ca
About Foresight Applications
Foresight Applications & Systems Technologies, LLC, sought
protection under Chapter 11 of the Bankruptcy Code on March 7, 2013
(Bankr. D. Colo., Case No. 13-13290). The case is assigned to
Judge Sidney B. Brooks. The Debtor's counsel is John C. Smiley,
Esq., at Lindquist & Vennum PLLP, in Denver, Colorado.
FOURTH QUARTER: MLIC Opposes Approval of Disclosure Statement
-------------------------------------------------------------
MLIC Asset Holdings, LLC, and MLIC CB Holdings, LLC, filed an
objection to the disclosure statement for the liquidating plan of
reorganization of Fourth Quarter Properties 86, LLC, dated Aug. 28,
2015.
MLIC, assignee of MetLife Insurance Company of a first mortgage
note with total amount due of $27.9 million as of the Petition Date
plus $2.09 million of interest, says the Disclosure Statement lacks
"meaningful, necessary and critical information" to enable
creditors to evaluate at least four primary components of the
proposed Liquidating Plan. Specifically, MLIC says the Disclosure
Statement fails to support the Debtor's assertions, or lack
thereof, in these subject matters:
1) The proposed sale;
2) Feasibility and implementation of the Plan;
3) Description of the Debtor's assets and their value; and
4) The best interest of creditors test.
MLIC notes that the entire success or failure of the Plan is
predicated on a sale of the Debtor's assets on or before Oct. 31,
2015. It notes that even though the Debtor knew of the potential
need to liquidate its assets as early as March of 2015, a real
estate broker was not employed to sell the Debtor's property until
Aug. 31, 2015. It adds that the Disclosure Statement doesn't even
attempt to provide creditors with details regarding the proposed
liquidation of assets. It says that the Disclosure Statement is
completely void of any information about the expected sales price
of the Property, the Debtor's efforts to sell the Property since
the Petition Date, the amount of interest expressed from potential
purchasers, and the likelihood of actually closing a sale of the
Property before Oct 31, 2016.
MLIC says the Disclosure Statement cannot be approved as a matter
of law because it is supported by a Chapter 11 Plan that is not
confirmable. The Plan, according to MLIC, is not feasible as the
Debtor has not provided any evidence of its ability to fund the
Chapter 11 Plan through the closing date of the sale. MLIC says
the Disclosure Statement fails to show how the Debtor will fund the
necessary costs and expenses associated with the Plan over the next
12 months.
MLIC is represented by:
BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C.
Gary A. Barnes
Ron C. Bingham, II
Madeleine G. Kvalheim
Monarch Plaza, Suite 1600
3414 Peachtree Road, N.E.
Atlanta, Georgia 30326
Tel: (404) 577-6000
Fax: (404) 221-6501
E-mail: gbarnes@bakerdonelson.com
rbingham@bakerdonelson.com
mkvalheim@bakerdonelson.com
The Liquidating Plan
Fourth Quarter Properties 86, LLC, filed a proposed Liquidating
Plan on Aug. 28, 2015.
The funds required for implementation of the Plan and repayment of
the DIP financing will be generated from operating the cattle ranch
and proceeds of the sale of personal property, and funds required
the distributions will be provided from the proceeds of the sale of
the Real Property and Personal Property of the Debtor.
A copy of the Disclosure Statement is available for free at:
http://is.gd/oHvcoD
About Fourth Quarter
Fourth Quarter Properties 86, LLC, sought Chapter 11 protection
(Bankr. N.D. Ga. Case No. 15-10135) in Newnan, Georgia, on
Jan. 22, 2015. According to the docket, the Debtor's Chapter 11
plan and disclosure statement are due May 22, 2015.
Little Suwanee Holdings, LLC, owns 95 percent of the membership
interests in the Debtor while J. Bruce Williams, Jr., holds the
remaining 5 percent.
The Debtor is represented by Ward Stone, Jr., Esq., at Stone &
Baxter LLP, in Macon, Georgia.
The Debtor disclosed $49,124,608 in assets and $75,377,946 in
liabilities in its schedules.
GENERAL STEEL: Closes Purchase of Controlling Interest in Catalon
-----------------------------------------------------------------
General Steel Holdings, Inc., has completed the
previously-announced acquisition of an 84.5% equity interest in
Catalon Chemical Corp, a Delaware corporation headquartered in
Virginia, that develops and manufactures De-NOx honeycomb catalysts
and industrial ceramics.
Catalon's honeycomb technology is an integral part of the selective
catalytic reduction process widely used in steel mills, thermal
power stations, waste incinerators, stationary diesel motors,
industrial plants, and heavy-duty trucks. Catalon, along with its
honeycomb technology, was valued at approximately $20 million by an
independent third party. The acquisition is expected to enable
General Steel to pursue the large and rapidly growing cleantech
business in China to facilitate its business transformation.
Pursuant to the terms of the acquisition, General Steel issued 13
million shares of General Steel Common Stock in exchange for a
portion of their equity interests in Catalon, equating to 84.5% of
all outstanding ownership interests in Catalon. The Payment Shares
are being held in escrow, subject to minimum performance targets of
Catalon. If those performance targets are not met in their
entirety, the Payment Shares will be reduced proportionately to the
percentage of the performance targets actually achieved. The
Payment Shares are also subject to a lock-up period placing
restrictions on the Selling Shareholders' ability to directly or
indirectly transfer or otherwise dispose of the Payment Shares for
a defined period. As a result of the issuance of 13 million
shares, the Company now has 82,984,282 Common Stock issued and
outstanding as of Oct. 23, 2015.
Ms. Yunshan Li, chief executive officer of General Steel commented,
"We believe that acquiring Catalon is a strategic keystone for
General Steel's business transformation. We are excited to welcome
aboard Catalon's talented senior management team to General Steel
and expect a seamless integration. As we merge Catalon's proven
technology, comprehensive suite of products and services, and
talented team with General Steel's vast resources, strong market
presence and broad distribution platform, we are even more excited
about the myriad of new business opportunities and synergies
brought forth through this acquisition.
With the air pollution getting worse throughout China, the market
sorely needs to effectively reduce industrial NOx emissions. We
believe that the annual honeycomb catalyst consumption in China is
approximately 350,000 cubic meters, and we anticipate capturing a
meaningful share of this large and rapidly-growing business, as
Catalon has previously won binding sales agreements with two
distributors with each purchasing a monthly minimum of 600 cubic
meters for three years."
About General Steel Holdings
General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe. General Steel --
http://www.gshi-steel.com/-- has operations in China's Shaanxi and
Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin
municipality with seven million metric tons of crude steel
production capacity under management.
General Steel reported a net loss of $78.3 million on $1.9 billion
of sales for the year ended Dec. 31, 2014, compared with a net loss
of $42.6 million on $2 billion of sales for the year ended Dec. 31,
2013.
As of March 31, 2015, the Company had $2.5 billion in total assets,
$3.14 billion in total liabilities and a $637 million total
deficiency.
Friedman LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2014, citing that the Company has an accumulated deficit,
has incurred a gross loss from operations, and has a working
capital deficiency at Dec. 31, 2014. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
GLOBAL COMMODITY: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Global Commodity Group, Inc.
Hacienda La Monserrate
Calle Principal 119
Manati, PR 00674
Case No.: 15-08395
Chapter 11 Petition Date: October 28, 2015
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Debtor's Counsel: Maria Soledad Lozada Figueroa, Esq.
MS LOZADA LAW OFFICE
PO BOX 9023888
San Juan, PR 00902
Tel: 787 520 6002
Fax: 787 520 6003
Email: lcdamslozada@gmail.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ramon L Nunez Freytes, president.
The Debtor listed CRIM as its largest unsecured creditor holding a
claim of $4.66 million.
A copy of the petition is available for free at:
http://bankrupt.com/misc/prb15-08395.pdf
GLOBUS MARITIME: Receives Nasdaq Listing Non-Compliance Notice
--------------------------------------------------------------
Globus Maritime Limited, a dry bulk shipping company, on Oct. 26
disclosed that it has received written notification from the Nasdaq
Stock Market dated October 22, 2015 indicating that because the
market value of the Company's publicly held common stock ("MVPHS")
for the last 30 consecutive business days was below the minimum
requirement of $5,000,000, the Company no longer meets the minimum
MVPHS continued listing requirement for the Nasdaq Global Market,
as set forth in the Nasdaq Listing Rule 5450(b)(1)(C). Pursuant to
Nasdaq Listing Rule 5810(c)(3)(D), the Company has a compliance
period of 180 calendar days (or until April 19, 2016) to regain
compliance with Nasdaq's MVPHS requirement. If at any time during
that period the Company's MVPHS closes at $5,000,000 or more for a
minimum of ten consecutive business days, Nasdaq will notify the
Company that it has achieved compliance with the MVPHS requirement
and this matter will be closed. In the event the Company does not
regain compliance with Rule 5450(b)(1)(C) prior to the expiration
of the compliance period, the Company will receive written
notification that its securities are subject to delisting.
The Company intends to monitor its MVPHS and is considering its
options, including a potential transfer of its listing of
securities to the Nasdaq Capital Market. The Nasdaq Capital Market
is a continuous trading market that operates in substantially the
same manner as the Nasdaq Global Market where listed companies must
meet certain financial requirements and comply with Nasdaq's
corporate governance requirements.
This notification has no immediate impact on the listing of the
Company's common stock at this time, which will continue to trade
on the Nasdaq Global Market.
About Globus Maritime Limited
Globus is an integrated dry bulk shipping company that provides
marine transportation services worldwide and presently owns,
operates and manages a fleet of dry bulk vessels that transport
iron ore, coal, grain, steel products, cement, alumina and other
dry bulk cargoes internationally. Globus' subsidiaries own and
operate six vessels with a total carrying capacity of 379,958 Dwt
and a weighted average age of 7.2 years as of September 30, 2015.
GLYECO INC: Has Rights Offering of 50.1 Million Common Shares
-------------------------------------------------------------
Glyeco, Inc. is distributing, at no charge, to holders of its
common stock non-transferable subscription rights to purchase up to
50,122,361 shares of the Company's common stock, par value $0.0001
per share. In this rights offering, holders will receive one
subscription right for every one share of common stock owned at
5:00 p.m., New York time, as of [RECORD DATE], the record date.
Each whole subscription right will entitle holders to purchase 0.7
shares of the Company's common stock at a subscription price of
[$0.08] per share ("basic subscription privilege"). The per share
subscription price was determined by the Company's board of
directors after a review of recent historical trading prices of the
Company's common stock. The Company will not issue fractional
shares of common stock in the rights offering, and holders will
only be entitled to purchase a whole number of shares of common
stock, rounded down to the nearest whole number a holder would
otherwise be entitled to purchase.
The subscription rights will expire void and worthless if they are
not exercised by 5:00 p.m., New York time, on [TERMINATION DATE],
unless the Company extends the rights offering period. However,
the Company's board of directors reserves the right to cancel the
rights offering at any time, for any reason. If the rights
offering is cancelled, all subscription payments received by the
subscription agent will be returned promptly without interest.
Shares of the Company's common stock are, and the Company expects
that the shares of common stock to be issued in the rights offering
will be, quoted on the OTC Pink Sheets under the symbol "GLYE". On
[RECORD DATE], the price of the Company's Common Stock was $______
per share, as reported by the OTC Pink Sheets.
This is not an underwritten offering. The shares of common stock
are being offered directly by the Company without the services of
an underwriter or selling agent.
A full-text copy of the Form S-3 is available for free at:
http://is.gd/qZZ0Vm
About GlyEco, Inc.
Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.
Glyeco reported a net loss attributable to common shareholders of
$8.73 million on $5.89 million of net sales for the year ended Dec.
31, 2014, compared with a net loss of $4 million on $5.53 million
of net sales for the year ended Dec. 31, 2013.
As of June 30, 2015, the Company had $15.90 million in total
assets, $2.59 million in total liabilities and $13.31 million in
total stockholders' equity.
Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has yet to
achieve profitable operations and is dependent on its ability to
raise capital from stockholders or other sources to sustain
operations and to ultimately achieve viable operations. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
HAVERHILL CHEMICALS: Sussman, Russell File Rule 2019 Statements
---------------------------------------------------------------
Sussman & Moore LLP and the Law Firm of Russell R. Johnson III,
PLC, disclosed in separate court filings that they represent
Kentucky Power Company and Ohio Power Company in the Chapter 11
case of Haverhill Chemicals LLC.
Both U.S. electric companies have unsecured claims against
Haverhill Chemicals, according to the filings.
The firms made the disclosure pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure.
The firms can be reached at:
Weldon L. Moore, III
Sussman & Moore LLP
4645 N. Central Expressway, Suite 300
Dallas, Texas 75205
Telephone: (214) 378-8270
E-mail: wmoore@csmlaw.net
-- and --
Russell R. Johnson III
Law Firm of Russell R. Johnson III, PLC
2258 Wheatlands Dr,
Manakin Sabot, VA 23103
About Haverhill Chemicals
Haverhill Chemicals LLC owns and operated a chemical plant in
Haverhill, Ohio, to produce Phenol, Acetone, Bisphenol A (BPA) and
Alpha-Methylstyrene ("AMS") for sale to customers. The chemicals
are used to manufacture a wide variety of chemical intermediates,
including phenolic resins, paint, varnishes, pharmaceuticals, film,
epoxy resins, flame retardants, coatings and heat resistance of
polystyrene.
Haverhill Chemicals filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 15-34918) on Sept. 18, 2015, with a deal to sell
its Haverhill plant to ALTIVIA Petrochemicals, LLC, for $3 million,
subject to higher or better bids.
The Debtor estimated assets of $1 million to $10 million and
liabilities of $100 million to $500 million.
The petition was signed by Paul Deputy, the chief financial
officer. The case is assigned to Judge Marvin Isgur.
Diamond McCarthy LLP serves as the Debtor's counsel.
On September 29, 2015, the U.S. trustee overseeing the Debtor's
Chapter 11 case appointed Marathon Petroleum Company LP, Pritchard
Electric Co., and CB&I Stone & Webster Construction Inc. to serve
on the official committee of unsecured creditors. The committee is
represented by Gardere Wynne Sewell LLP.
HEARTLAND MEMORIAL: Trustee Drops Suit Against DLA Piper on LBO
---------------------------------------------------------------
Aebra Coe at Bankruptcy Law360 reported that a trustee for
Indiana-based Heartland Memorial Hospital LLC on Oct. 21, 2015,
agreed to drop a breach of fiduciary duty suit alleging DLA Piper
helped insiders loot the health care system during a leveraged
buyout that left it insolvent.
The law firm, along with Memorial Hospital liquidating trustee
David Abrams, notified an Indiana federal court on Oct. 21, that
they had settled the case. U.S. District Judge Theresa L.
Springmann signed off on the confidential deal the same day, ending
claims for breaches and aiding and abetting breaches of fiduciary.
About Heartland Memorial Hospital
In January 2007, creditors filed an involuntary Chapter 7
bankruptcy petition against Heartland Memorial Hospital, LLC. On
March 2, 2007, the bankruptcy court granted relief against the
Debtor and converted the case to Chapter 11. On Nov. 19, 2008,
the bankruptcy court confirmed the Debtor's liquidating plan of
reorganization and appointed David Abrams, as liquidating trustee.
HEXION INC: George Knight Named EVP and Chief Financial Officer
---------------------------------------------------------------
Hexion Inc. announced the planned retirement of William H. Carter,
executive vice president and chief financial officer, at the end of
the year and the appointment of George F. Knight as executive vice
president and chief financial officer of the Company effective Jan.
1, 2016.
"On behalf of the Board of Directors, I would like to thank Bill
for his many contributions to the development of the Company over a
long and distinguished career," said Craig O. Morrison, chairman,
president and CEO. "We wish him the best in his future retirement.
Through his leadership, Hexion has built a world-class global
finance organization with a deep bench of finance executives as
demonstrated by a successful internal succession plan."
Mr. Knight is the current senior vice president - finance and
treasurer for Hexion and has served in that role since 2005. From
1997 to 2005, Mr. Knight served in senior finance roles with,
Borden Foods Corporation, Borden Inc., and Borden Chemical Inc. Mr.
Knight also previously held international finance leadership
positions with Duracell International Inc. and has more than a
decade of public accounting experience with Deloitte & Touche.
"We are pleased to have George continue to build on his strong
track record of finance leadership for Hexion," Mr. Morrison added.
"His combination of financial leadership, capital markets
expertise, familiarity with Hexion's operations and prudent
management of our capital structure in his treasury role make
George the ideal choice as our next CFO."
The Company also announced Mark Bidstrup has been named senior vice
president and treasurer succeeding Mr. Knight, effective
Jan. 1, 2016. Mr. Bidstrup currently serves as vice president of
finance and chief financial officer for Hexion's Epoxy, Phenolics
and Coatings Resins Division, a position he has held since 2009.
With more than 25 years of finance experience, Mr. Bidstrup
previously held senior finance roles for Borden Chemical Inc. and
Borden Foods Corporation, as well as serving as an auditor for
Price Waterhouse.
In addition to her current role, Colette Barricks, senior vice
president and general controller, was also named principal
accounting officer effective Jan. 1, 2016. She has 25 years of
finance experience and has served in her current role since 2008.
Ms. Barricks previously held senior finance and auditing roles for
Borden Foods Corporation, Borden Inc. and Borden Chemical Inc., as
well as serving as an auditor for GBQ Partners and Jackson Thornton
& Company.
"I am grateful for my time at Hexion and the opportunity to work
with such a talented management team," said Mr. Carter. "These
three finance leaders have extensive experience working together
for more than a decade. I am committed to helping the Company
ensure a smooth transition of the CFO and other finance
responsibilities through the remainder of 2015."
In connection with his promotion, Mr. Knight will: (i) receive an
annual base salary of $475,000 for his first year, (ii) be eligible
to receive annual cash incentive compensation payments with a
target Annual Bonus opportunity of 70% of his Base Salary; and
(iii) be eligible to receive severance equal to 18 months of Base
Salary in the event of a termination by the Company without cause.
Mr. Knight will not receive additional compensation for serving as
a director of the Company or Hexion Holdings.
About Hexion Inc.
Hexion Inc., formerly known as Momentive Specialty Chemicals, Inc.,
headquartered in Columbus, Ohio, is a producer of thermoset resins
(epoxy, formaldehyde and acrylic). The company is also a supplier
of specialty resins for inks and specialty coatings sold to a
diverse customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.
Hexion reported a net loss of $148 million in 2014 following a net
loss of $634 million in 2013.
* * *
The TCR reported on Oct. 3, 2014, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Momentive
Specialty by one notch to 'CCC+' from 'B-'. "The downgrade
follows MSC's significant use of cash in the first half of 2014 and
our expectation that lackluster cash flow from operations and
elevated capital spending will cause free operating cash flow to be
significantly negative in 2014 and 2015," said Standard & Poor's
credit analyst Cynthia Werneth.
As reported by the TCR on Dec. 15, 2014, Moody's Investors Service
lowered the Corporate Family Rating of Momentive to 'Caa1' from
'B3'. "Due to elevated leverage, heavy capital spending on new
capacity in 2014 and 2015, and the lack of meaningful improvement
in financial performance, Moody's have lowered Momentive
Specialty's rating," stated John Rogers, senior vice president at
Moody's.
IMPLANT SCIENCES: Amends Fiscal 2015 Annual Report
--------------------------------------------------
Implant Sciences Corporation filed an amendment no. 2 to its annual
report on Form 10-K for the fiscal year ended June 30, 2015,
originally filed on Sept. 28, 2015, to include the stock
performance graph required in Part II, Item 5 and information
required by Part III not included in the Original Filing as the
Company will not file its definitive proxy statement within 120
days of its fiscal year ended June 30, 2015. A copy of the Form
10-K/A is available for free at http://is.gd/DbfBuM
About Implant Sciences
Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.
As of June 30, 2015, the Company had $10.4 million in total assets,
$88.6 million in total liabilities and a $78.2 million total
stockholders' deficit.
Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2015, citing that the Company has had recurring net
losses and continues to experience negative cash flows from
operations. As of Sept. 15, 2015, the Company's principal
obligation to its primary lenders was approximately $65,046,000 and
accrued interest of approximately $15,393,000. The Company is
required to repay all borrowings and accrued interest to these
lenders on March 31, 2016. These conditions raise substantial
doubt about its ability to continue as a going concern.
Bankruptcy Warning
"Our ability to comply with our debt covenants in the future
depends on our ability to generate sufficient sales and to control
expenses, and will require that we seek additional capital through
private financing sources. There can be no assurances that we will
achieve our forecasted financial results or that we will be able to
raise additional capital to operate our business. Any such failure
would have a material adverse impact on our liquidity and financial
condition and could force us to curtail or discontinue operations
entirely. Further, upon the occurrence of an event of default
under certain provisions of our credit agreements, we could be
required to pay default rate interest equal to the lesser of 2.5%
per month and the maximum applicable legal rate per annum on the
outstanding principal balance outstanding. The failure to
refinance or otherwise negotiate further extensions of our
obligations to our secured lenders would have a material adverse
impact on our liquidity and financial condition and could force us
to curtail or discontinue operations entirely and/or file for
protection under bankruptcy laws," the Company states in its annual
report for the year ended June 30, 2015.
INTELLIPHARMACEUTICS INT'L: To Present at MicroCap Conference
-------------------------------------------------------------
Intellipharmaceutics International Inc. announced that the Company
is scheduled to present at The MicroCap Conference on Nov. 5, 2015.
The presentation will take place at 10:00 a.m. (EST) in the
Philadelphia Marriott Downtown in Philadelphia, Pennsylvania.
The presentation may be accessed through the Investor Relations'
Events and Presentations section on Intellipharmaceutics' Web site
at www.intellipharmaceutics.com.
About Intellipharmaceutics
Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada. Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs. Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals. Based on this technology,
Intellipharmaceutics has a pipeline of product candidates in
various stages of development, including filings with the FDA in
therapeutic areas that include neurology, cardiovascular,
gastrointestinal tract, diabetes and pain.
Intellipharmaceutics reported a net loss of $3.85 million on $8.76
million of revenues for the year ended Nov. 30, 2014, compared with
a net loss of $11.5 million on $1.52 million of revenues for the
year ended Nov. 30, 2013.
As of Aug. 31, 2015, the Company had $6.21 million in total assets,
$3.87 million in total liabilities and $2.34 million in
shareholders' equity.
Deloitte LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Nov. 30, 2014, citing that the Company's recurring losses
from operations and the accumulated deficit raise substantial doubt
about the Company's ability to continue as a going concern.
KAKE TRIBAL: Ruling Favoring City in Foreclosure Suit Affirmed
--------------------------------------------------------------
The Supreme Court of Alaska affirmed the Superior Court's summary
judgment in the case is captioned CLIFFORD W. TAGABAN, Appellant,
v. CITY OF PELICAN, Appellee, SUPREME COURT NOS. S-15014, S-15253
(CONSOLIDATED), NO. 7049 (Alaska).
Clifford W. Tagaban that the City of Pelican foreclosed upon
parcels of land against which he had a judicial lien without giving
him proper notice. In 1998, Tagaban was awarded a judgment against
the Kake Tribal Corporation, and the next year he recorded this
judgment as a ten-year lien against parcels of property the
Corporation owned. Tagaban requested and received lien extensions
from the superior court in 2008 and 2009, though he did not record
the second lien extension until 2012. The City foreclosed upon the
parcels in August 2010. Although the City's counsel notified
Tagaban's counsel of the foreclosure via email in October 2010,
eleven months before the redemption period ended, Tagaban filed
suit to challenge the City's lack of formal foreclosure and
redemption notice to him as well as the constitutionality of
Alaska's foreclosure and redemption notice statutes.
The Supreme Court affirmed the lower court's ruling on all issues
and awarded attorney's fees to the City. The Supreme Court held
that as a lienholder, Tagaban could have requested pre-foreclosure
notice but he did not. And because Tagaban did not record the
second lien extension until after the redemption period ended, the
Supreme Court affirms the superior court's conclusion that the City
was not required to issue redemption notice to him because he was
not a lienholder of record when notice of the expiration of the
redemption period was due.
A full-text copy of the Opinion dated September 18, 2015, is
available at http://is.gd/lcryE5from Leagle.com.
Fred W. Triem, Petersburg, for Appellant.
Appellee is represented by:
Vance A. Sanders, Esq.
Margot Knuth, Esq.
LAW OFFICE OF VANCE A. SANDERS, LLC
P.O. Box 240090
Douglas, AK 99824-0090
Phones: (907) 586-1648
Amicus Curiae State of Alaska is represented by Aesha Pallesen,
Assistant Attorney General, Anchorage, and Craig W. Richards,
Attorney General, Juneau.
LAND RESOURCE: Grant of Summary Judgment to National Union Affirmed
-------------------------------------------------------------------
The United States Court of Appeals for the Eleventh Circuit
affirmed the district court's grant of summary judgment in favor of
National Union Fire Insurance Company of Pittsburgh, PA, on their
declaratory judgment claim.
On April 19, 2011, Bond Safeguard Insurance Company and Lexon
Insurance Company filed a two-count complaint in the U.S. District
Court for the Middle District of Florida against Robert Ward and
other directors and officers of Land Resource, LLC, and its
subsidiaries, seeking damages suffered as a result of LRC's
defaults on the projects covered by its development contracts.
Ward and LRC had insurance coverage under a Directors, Officers,
and Private Company Liability Insurance Policy issued by National
Union.
After receipt of Bond-Lexon's initial complaint, Ward demanded
coverage from National Union under the Policy, but was denied
coverage by virtue of Exclusion 4(h) of the Policy. Ward again
demanded coverage from National Union for the damages alleged in
Bond-Lexon's second amended complaint, but was again denied
coverage based on Exclusion 4(h). National Union maintained that
Bond-Lexon's claims arose out of LRC's and Ward's contract
liability, and therefore, fell into the exclusion.
On January 29, 2013, the district court entered a stipulated final
judgment for Bond-Lexon against Ward in the amount of $40,410,729,
as agreed to in the parties' Coblentz settlement agreement. The
district court entered judgment in favor of National Union on
October 21, 2014.
Bond-Lexon, as Ward's assignee, then sued National Union for breach
of the Policy, seeking a declaratory judgment that Bond-Lexon was
entitled to full coverage under the Policy and that the Coblentz
agreement was reasonable and made in good faith. Bond-Lexon
contended that National Union was obligated to pay the judgment
amount of $40,410,729. National Union cross-moved for summary
judgment.
On appeal, the Eleventh Circuit found that Bond-Lexon's pleading of
its claim in tort does not alter the fact that all of its asserted
losses arose from Ward's and LRC's contractual breaches of the
development contracts and their General Agreement of Indemnity.
The Eleventh Circuit thus concluded that because Exclusion 4(h)
clearly applied to Bond-Lexon's claim against Ward, National Union
had no duty to indemnify Ward for the value of his settlement with
Bond-Lexon.
The case is BOND SAFEGUARD INSURANCE COMPANY, LEXON INSURANCE
COMPANY, Plaintiffs-Appellants, v. NATIONAL UNION FIRE INSURANCE
COMPANY OF PITTSBURGH, PA, Defendant-Appellee, NO. 14-15233 (11th
Cir.).
A full-text copy of the 11th Circuit's October 5, 2015 order is
available at http://is.gd/4I62oXfrom Leagle.com.
About Land Resource
Headquartered in Orlando, Florida, Land Resource LLC --
http://www.landresource.com-- developed residential communities,
including coastal, lakefront and mountain locations in Georgia,
North Carolina, West Virginia, Tennessee and Florida.
The Company and its affiliates filed for Chapter 11 protection on
October 30, 2008 (Bankr. M.D. Fla. Lead Case No. 08-10159). Jordi
Guso, Esq., at Berger Singerman, P.A., in Miami, Florida, and
Richard D. Sierra, Esq., at Kosto & Rotella PA, in Orlando,
Florida, were counsel to the Debtors. Jeffrey I. Snyder, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, in Miami, Florida,
represented the Committee of Creditors Holding Unsecured Claims as
counsel. The Company listed assets of $100 million to $500 million
and debts of $50 million to $100 million. Trustee Services Inc. is
the Debtors' notice, claims and balloting agent.
LAUREL CANYON: Bid to File Settlement Agreement Under Seal Denied
-----------------------------------------------------------------
Judge Martin R. Barash of the United States Bankruptcy Court for
the Central District of California, San Fernando Valley Division,
denied Laurel Canyon MK2, LLC's ex parte application to file a
settlement agreement under seal.
On September 10, 2015, Laurel Canyon filed its Renewed Ex Parte
Application for authority to file under seal a confidential
settlement agreement and supporting declarations by Lee Lubin and
Eric Bensamochan. Laurel Canyon alleged that Houston Apartment
Holdings, LLC, is enforcing a state court judgment against it in a
manner that violates a prepetition confidential settlement
agreement. Laurel Canyon also alleged its intention to seek relief
from the bankruptcy court to enforce the settlement agreement. By
its Application, Laurel Canyon sought an order from the court
authorizing the filing under seal of the settlement agreement.
Judge Barash found that the only cause articulated for the said
relief is that the parties agreed at the time of the settlement
agreement to maintain its confidentiality. However, the judge held
that this is not cause to authorize the filing under seal of a
settlement agreement. Judge Barash found that there is nothing in
the agreement that appears to constitute a trade secret or
confidential research, development, or commercial information, or
any material that is scandalous or defamatory matter. Finally,
Judge Barash noted that the contents of the settlement agreement no
longer appeared to be confidential because a publicly-filed
complaint already discloses much of the substance of the said
agreement.
The case is In re: LAUREL CANYON MK2, LLC, Chapter 11, Debtor, CASE
NO. 1:15-BK-11763-MB (Bankr. C.D. Cal.).
A full-text copy of Judge Barash's October 6, 2015 memorandum of
decision is available at http://is.gd/simW4Tfrom Leagle.com.
Laurel Canyon MK2, LLC is represented by:
Eric Bensamochan, Esq.
THE BENSAMOCHAN LAW FIRM, INC.
20501 Ventura Blvd Ste #130
Woodland Hills, CA 91354
Tel: 818-574-5740
Fax: 818-961-0138
Email: eric@bnpllp.com
United States Trustee is represented by:
S. Margaux Ross, Esq.
915 Wilshire Blvd., Suite 1850
Los Angeles, CA 90017
Tel: (213) 894-6811
Laurel Canyon MK2, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on May 19, 2015 (Bankr. C.D. Calif., Case No.
15-11763). The case is assigned to Judge Martin R. Barash. The
Debtor's counsel is Eric Bensamochan, Esq., The Bensamochan Law
Firm, Inc., in Woodland Hills, California. The petition was signed
by Sharona Yehuda, manager.
LEE STEEL: Huron Completes Sale to Union & Hilco
------------------------------------------------
Huron Transaction Advisory served as the exclusive investment
banker to Lee Steel in its sale to Union Partners I, LLC, Hilco
Industrial LLC and Hilco Real Estate LLC.
The Huron Transaction Advisory team, led by Jamie Lisac, executed
the sale process in chapter 11 which resulted in two separate
transactions totaling approximately $40 million. The sale
transaction resulted in a full recovery for the secured lender to
Lee Steel, Huntington National Bank.
Huron Transaction Advisory, LLC, Huron's FINRA registered
broker‑dealer affiliate, provides a range of investment banking
services to companies and their stakeholders, including mergers and
acquisitions advisory, debt and equity financings, balance sheet
restructurings, and enterprise valuation. Huron's dedicated
investment banking professionals have experience across a broad
range of industries, with particular emphasis on industrial,
automotive, retail and consumer products, business services, and
healthcare.
About Huron Business Advisory
Huron Business Advisory -- http://www.huronconsultinggroup.com--
resolves complex business issues and enhances value. It offers a
full suite of services in key areas, including forensic
investigations, transaction advisory, restructuring and turnaround,
interim management, capital raising, operational improvement, and
valuation.
About Lee Steel
Novi, Michigan-based Lee Steel Corp., provides flat rolled steel,
including hot rolled steel, cold rolled steel, and exposed coated
products for automotive and other manufacturing industries.
Lee Steel and 2 affiliated companies -- Taylor Industrial
Properties, L.L.C., and 4L Ventures, LLC -- filed for separate
bankruptcy protection (Bankr. D. Del. Case No. 15-45784) on April
13, 2015.
Lee Steel disclosed $63,206,282 in total assets and $62,659,806 in
total liabilities.
The Hon. Marci B. McIvor presides over the cases. Joshua A.
Gadharf, Esq., at McDonald Hopkins PLC, represents the Debtor.
Huron Business Advisory, serves as financial advisor; and Epiq
Bankruptcy Solutions serves as claims and noticing agent.
The U.S. Trustee for Region 9 appointed three creditors to serve on
the official committee of unsecured creditors. Conway Mackenzie,
Inc. serves as its financial advisor.
The Debtors sold their steel processing facility located in
Romulus, Michigan, to Hilco Global for $14 million. The deal which
was approved in U.S. Bankruptcy Court includes a 200,000 square
foot plant and all of the steel processing equipment located at
that site.
Union Partners I, LLC, won an auction for the Debtors' Wyoming
facility and working capital assets with a $23.6 million offer.
Effective Sept. 18, 2015, the sale to Union Partners closed, and
the Debtors ceased operations and commenced the process of winding
down their affairs. The Debtors changed their names to LSC
Liquidation Inc., et al., following the sale.
LOCAL CORPORATION: Seeks Extension of Exclusive Periods
-------------------------------------------------------
Local Corporation asks the U.S. Bankruptcy Court for the Central
District of California, Santa Ana Division, to extend the exclusive
periods within which it may file a chapter 11 plan and solicit
acceptances thereto.
The Debtor relates that the Court has already set Jan. 15, 2016, as
the deadline to file a plan and related Disclosure Statement. The
Debtor further relates that the Court has also scheduled a sale
auction, as well as a hearing on the approval of a sale of
substantially all assets of the estate for Nov. 19, 2015. The
Debtor tells the Court that it extensively marketed its businesses
for sale, as it is unable to generate sufficient profits to
reorganize its business on its own. The Debtor further tells the
Court that in the course of these marketing efforts, the Debtor
received numerous written offers for various combinations of the
Debtor's businesses, and has received expressions of interest for a
possible restructuring around some or all of its assets. The Debtor
contends that based on the uncertainty as to the outcome of the
sale and the possible restructuring around some or all of its
assets, the Debtor is not in a position at this time to formulate
and file a plan. The Debtor believes that creditors' interests
will be best served by allowing the Debtor time to receive all
bids, conduct the scheduled auction, and close on sale transactions
involving its different lines of business that it anticipates will
be complex.
Local Corporation is represented by:
Garrick A. Hollander, Esq.
Jeannie Kim, Esq.
WINTHROP COUCHOT
660 Newport Center Drive, Suite 400
Newport Beach, CA 92660
Telephone: (949)720-4100
Facsimile: (949)720-4111
E-mail: ghollander@winthropcouchot.com
jkim@winthropcouchot.com
About Local Corporation
Local Corporation, a publicly traded Delaware corporation (NASDAQ
symbol LOCM), is in the business of providing search results to
consumers who are searching online for local businesses, products
and services. Founded in 1999, the Irvine, California-based
company went public in 2004 and has been one of the fastest growing
online local media businesses for a number of years, and for the
past four years it has been listed by Deloitte on its Technology
Fast 500. The Company's search results are provided through the
Company's flagship Local.com Web site and through other proprietary
Web sites, and they are also delivered to a network of over 1,600
other Web sites that rely on search syndication services to provide
local search results to their own users. The Company generates
revenue from ad units placed alongside its search results, which
include pay-per-click, pay-per-call, and display ad units.
The Company reported a net loss of $5.50 million on $83.1 million
of revenue for the year ended Dec. 31, 2014, compared with a net
loss of $10.4 million on $94.4 million of revenue in the prior
year. The Company's balance sheet at March 31, 2015, showed $36.8
million in total assets, $25.7 million in total liabilities, and
stockholders' equity of $11.2 million.
Local Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 15-13153) in Santa Ana, California, on June 23, 2015.
The Debtor disclosed $16,141,222 in assets and $29,519,418 in
liabilities as of the Chapter 11 filing.
The case is assigned to Judge Scott C. Clarkson. The Debtor tapped
Winthrop Couchot as counsel.
Robins Kaplan LLP represents as counsel to the Official Committee
of Unsecured Creditors.
LONESTAR GEOPHYSICAL: Court to Take Up Plan Outline on Nov. 10
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma is
set to hold a hearing on Nov. 10, 2015, to consider the outlines of
the Chapter 11 plan proposed by LoneStar Geophysical Surveys, LLC
to exit bankruptcy protection.
LoneStar on Sept. 29 filed a restructuring plan that proposes to
pay all claims in full with interest. The company will make
monthly payments to creditors until their claims are paid in full
in at least one year.
Equity interests meanwhile will be cancelled under the plan,
according to court filings.
Classes 1, 2, 3, 4, 5, 6, and 7 are impaired and eligible to vote
on the proposed plan while Class 8 is deemed to have rejected the
plan.
About LoneStar Geophysical
LoneStar Geophysical Surveys, LLC, which acquires seismic data and
provides services and products to the oil and gas industry, sought
bankruptcy protection (Bankr. W.D. Okla. Case No. 15-11872) on May
18, 2015.
Judge Hon. Sarah A. Hall presides over the case. The Debtor tapped
Ross A. Plourde, Esq., at McAfee & Taft, as counsel.
The Debtor disclosed total assets of $21,643,793 and total
liabilities of $12,311,768 in its amended schedules.
LoneStar sought and obtained an order authorizing LoneStar to use
cash collateral claimed by Frontier Statement Bank through December
2015.
MALIBU ASSOCIATES: Nears Deal With Bank, Key Hearing Moved
----------------------------------------------------------
Malibu Associates, LLC, has reached a stipulation with U.S. Bank,
National Association continuing the hearings on the disclosure
statement explaining the Debtor's Plan, and the bank's motions for
relief from the automatic stay, and for conversion of the Debtor's
case to Chapter 7. The parties agree to move the hearings to Nov.
12, 2015, to give time for the Debtor to file a settlement that
resolves the parties' disputes.
On June 8, 2015, the Debtor filed its Disclosure Statement
Describing Debtor's Plan of Reorganization dated June 8, 2015.
The Bank filed an opposition to the Disclosure Statement.
On July 13, 2015, the Bank filed a motion for relief from automatic
stay, and a motion to convert the Debtor's Case from Chapter 11 to
Chapter 7 liquidation. The Debtor filed oppositions to the
Motions.
On August 6, 2015, the Debtor filed its motion to extend
exclusivity period for obtaining acceptances of its Plan.
The Parties have entered into a settlement agreement that resolves
many of the disputed issues concerning the Motion for Stay Relief,
the Motion to Convert, the Disclosure Statement and the Exclusivity
Motion. The Debtor is in the process of preparing a motion
pursuant to Federal Rule of Bankruptcy Procedure 9019 seeking a
Court order approving the foregoing settlement.
To allow the Debtor time to, among other things, obtain Court
approval of the settlement, the Parties sought and obtained
approval of a stipulation that provides that:
a. The Hearings on the Motion for Stay Relief, the Motion
to Convert and the Disclosure Statement shall be continued
from Oct. 22 to Nov. 12, 2015 at 3:00 p.m. in Courtroom
1339 located at 255 E. Temple Street, Los Angeles,
California; and
b. The Bank's Opposition Deadline to the Exclusivity Motion
will be extended from Oct. 27, 2015, to and including
Nov. 16, 2015.
c. Notwithstanding the provisions of 11 U.S.C. Sec. 362(e)(1),
the automatic stay will remain in effect through at least
the conclusion of the hearing on Nov. 12, 2015, or as
otherwise ordered by the Court.
About Malibu Associates
Headquartered in Malibu, California, Malibu Associates, LLC, owns
the Malibu Golf Club. The club has a restaurant and clubhouse, in
addition to an 18-hole golf course, on its 650-acre property in
the Santa Monica Mountains.
Malibu Associates sought Chapter 11 protection (Bankr. C.D. Cal.
Case No. 15-10477) in Santa Barbara, California, on March 10, 2015,
disclosing $76.2 million in total assets and $47.8 million in total
liabilities. Thomas Hix, managing member of the Debtor, signed the
bankruptcy petition.
The Debtor owns real property located at 901 Encinal Canyon Road,
Malibu, California. The property secures a $46.8 million debt to
U.S. Bank, National Association, which is secured by a first deed
of trust on the property. The Los Angeles County Treasurer and
Tax Collector is also owed $459,800, secured by a tax lien on the
property.
The case is assigned to Judge Deborah J. Saltzman. David L.
Neale, Esq., at Levene Neale Bender Rankin & Brill LLP, in Los
Angeles, serves as counsel to the Debtor.
The Debtor previously sought bankruptcy protection on Nov. 3,
2009, in the Central District of California, San Fernando Valley
Division (Case No. No. 9-24625). That case was assigned to the
Honorable Maureen A. Tighe, but was later dismissed. The real
property in Malibu was included in the prior filing.
MCCLATCHY CO: Reports Third Quarter 2015 Results
------------------------------------------------
The McClatchy Company reported a net loss of $1.14 million on $251
million of revenues for the quarter ended Sept. 27, 2015, compared
with a net loss of $2.76 million on $273 million of revenue for the
quarter ended Sept. 28, 2014.
For the nine months ended Sept. 27, 2015, the Company reported a
net loss of $309 million on $771 million of revenues compared with
net income of $71.3 million on $836 million of revenues for nine
months ended Sept. 28, 2014.
Pat Talamantes, McClatchy's president and CEO, said, "Despite
challenging headwinds, our revenue and expense initiatives continue
to gain traction. This is evidenced by the improvement we saw in
our operating cash flow trend in the third quarter compared to the
first two quarters of 2015. We expect this trend to continue to
improve with growth in operating cash flow in the fourth quarter."
Talamantes continued, "We were also busy this quarter strengthening
our capital structure. We reduced debt principal by $25 million
during the quarter by repurchasing bonds at a discount to par. We
saw an improvement in our trailing-twelve-month free cash flow
generation compared to fiscal 2014 as cash interest continues to
decline, and we continue to keep tight control over capital
expenditures. Additionally, we took advantage of our undervalued
stock by repurchasing approximately 1.35 million shares of Class A
Common stock during the quarter. Importantly, our cash position
remains strong. We received a $7.5 million cash distribution from
CareerBuilder early in the third quarter and we ended the quarter
with $19.6 million in cash. And our cash balance on a proforma
basis, including $23.3 million that we received early in the fourth
quarter from funds that were held in escrow for the sale of
Classified Ventures, is $42.9 million. Our efforts to improve our
capital structure aren't stopping there. In the fourth quarter we
have embarked on a review of our real estate assets to identify
strategic monetization alternatives that we may choose to pursue
over time."
A copy of the press release is available for free at:
http://is.gd/xg7yjx
About The McClatchy Company
Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is a media company that provides
both print and digital news and advertising services. Its
operations include 30 daily newspapers, community newspapers,
websites, mobile news and advertising, niche publications, direct
marketing and direct mail services. Its owned newspapers include,
among others, the (Fort Worth) Star-Telegram, The Sacramento Bee,
The Kansas City Star, the Miami Herald, The Charlotte Observer,
and The (Raleigh) News & Observer. The Company holds interest in
digital assets which include CareerBuilder, LLC, Classified
Ventures, LLC, HomeFinder, LLC, and Wanderful Media.
McClatchy Co reported net income of $374 million on $1.14 billion
of net revenues for the year ended Dec. 28, 2014, compared with net
income of $18.8 million on $1.21 billion of net revenues for the
year ended Dec. 29, 2013.
* * *
McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service. In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million. The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.
As reported by the TCR on April 2, 2014, Standard & Poor's Ratings
Services affirmed all ratings on U.S. newspaper company The
McClatchy Co., including the 'B-' corporate credit rating, and
revised the rating outlook to stable from positive. The outlook
revision to stable reflects S&P's expectation that the
timeframe for a potential upgrade lies beyond the next 12 months,
and could also depend on the company realizing value from its
digital minority interests.
MERV PROPERTIES: Summary Judgment for Forcht Bancorp Affirmed
-------------------------------------------------------------
In an opinion penned by Judge C. Kathryn Preston, the United States
Bankruptcy Appellate Panel for the Sixth Circuit affirmed the
bankruptcy court's order granting summary judgment to Forcht
Bancorp.
MERV Properties, L.L.C., entered into a forbearance agreement with
the Bank when it encountered difficulties paying its mortgage loan
with the Bank. After its plan of reorganization was confirmed,
MERV again defaulted on its loan and the Bank ultimately foreclosed
on the mortgaged property.
MERV filed an adversary proceeding against some of its founders and
the Bank, claiming breach of contract, "facilitation of fraud and
theft," equitable subordination of the Bank's claim, as well as
punitive damages. The Bank filed a motion to dismiss, asserting
that MERV had executed a release of all of these claims as part of
the forebearance agreement. The bankruptcy court treated the
motion to dismiss as a motion for summary judgment, and granted the
motion, finding the release valid and enforceable.
On appeal, the bankruptcy appellate panel held that the bankruptcy
court did not abuse its discretion by ruling on summary judgment
despite MERV's asserted need for more discovery because MERV did
not file a motion or Rule 56(d) affidavit or declaration requesting
more time for discovery. The appellate panel also found that the
Bank offered prima facie evidence of a complete affirmative defense
to the complaint by showing that MERV executed a release of all
claims. Finally, the appellate panel held that MERV did not
demonstrate a genuine issue of material fact as to the validity of
that release.
The case is MERV PROPERTIES, L.L.C., Plaintiff-Appellant, v. FORCHT
BANCORP, INC., Defendant-Appellee, NO. 14-8013 (BAP, 6th Cir.),
relating to In re: MERV PROPERTIES, L.L.C., Debtor.
A full-text copy of Judge Preston's October 6, 2015 opinion is
available at http://is.gd/cdqKC6from Leagle.com.
Merv Properties, LLC is represented by:
John E. Davis, Esq.
DAVIS LAW OFFICE
2343 Alexandria Dr Ste 140
Lexington, KY 40504-3276
Forcht Bancorp, Inc. is represented by:
Douglas T. Logsdon, Esq.
MCBRAYER, MCGINNIS, LESLIE & KIRKLAND, PLLC
201 East Main Street, Suite 900
Lexington, KY 40507
Tel: (859) 554-4414
Fax: (859) 231-6518
Email: dlogsdon@mmlk.com
About MERV Properties, LLC
MERV Properties, LLC filed its voluntary chapter 11 petition
(Bankr. E.D. Ky. Case No. 11-52814) on October 10, 2011. W Thomas
Bunch, II, Esq., at Bunch & Brock, served as the Debtor's counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Vivien
Collins, member. A plan of reorganization was confirmed by the
court on July 13, 2012.
MIG LLC: Needs Until Dec. 30 to File Chapter 11 Plan
----------------------------------------------------
MIG, LLC, and ITC Cellular, LLC, ask the U.S. Bankruptcy Court for
the District of Delaware to further extend the period during which
they have the exclusive right to file a Chapter 11 plan through and
including Dec. 30, 2015, and the period during which they have
exclusive right to solicit acceptances of that plan through and
including Feb. 28, 2016.
According to Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware, extension of the exclusive periods is needed
for the Debtors to resolve the issues presented in the adversary
proceeding they filed against Shenton Park Company, Inc., on
Aug. 19, 2015.
Mr. Meloro relates that in the Shenton Park Adversary Proceeding,
the Debtors seek to protect their estates and prevent Shenton Park
from taking actions to have a liquidator appointed over the
Debtors' sole equity holder, Caucuscom Ventures L.P., and enjoining
Shenton Park during the pendency of the Chapter 11 Cases from
proceeding with prosecution of and requiring them to take all
actions necessary to stay, adjourn, or otherwise withdraw the
Application for Winding Up and Appointment of Liquidator filed by
Shenton Park in the British Virgin Islands, Case Number BVIHCM
2015/0075, which apparently seeks the winding up and appointment of
a liquidator over Caucuscom.
MIG's ability to share in the governance of Magticom and to
continue to have the rights afforded to them under the PSA and
International Telcell LLC Agreement are critical to the Debtors'
reorganization efforts, Mr. Meloro tells the Court. These rights
may be substantially impaired if Shenton Park is permitted to
proceed with the BVI Liquidator Action, Mr. Meloro says.
The parties to the Shenton Park Adversary Proceeding have agreed
on, and the Court has approved, a scheduling order, and discovery
and briefing is underway. A hearing is scheduled before the Court
on December 3, 2015 to determine whether a "change of control"
has occurred and whether Shenton Park's BVI filing or appointment
of a liquidator for Caucuscom violates or would violate the
automatic stay or should be enjoined.
Resolution of the issues presented in the Shenton Park Adversary
Proceeding is critical to determining the Debtors' path forward in
these Chapter 11 Cases, Mr. Meloro asserts. In addition, the
pleadings that have been filed and will be filed by the Debtors and
the Indenture Trustee in the Shenton Park Adversary Proceeding,
detail the steps that the Debtors have taken and continue to take
in these Chapter 11 Cases to stabilize their relationship with
their joint venture partner and to work with their primary
constituencies -- the Indenture Trustee and the holders of the
Notes -- to find a consensual path to resolution of these Chapter
11 Cases.
Nancy A. Mitchell, Esq., and Maria J. DiConza, Esq., at Greenberg
Traurig, LLP, in New York, also represent the Debtors.
About MIG LLC
Formerly operating under the name "Metromedia International Group,
Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and
operated and sold dozens of companies in diverse industries,
including entertainment, photo finishing, garden equipment and
sporting goods, until the late 1990s. In 1997 and 1998, MIG
consummated the sale of substantially all of its U.S.-based
entertainment assets and began focusing on expanding into emerging
communications and media businesses. By 2005, all of MIG's
operating businesses were located in the Republic of Georgia and
operated through its subsidiaries.
MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11
bankruptcy protection on June 30, 2014. The cases are currently
jointly administered under Bankr. D. Del. Lead Case No. 14-11605.
As of the bankruptcy filing, MIG's sole valuable asset, beyond its
existing cash, is its indirect interest in Magticom Ltd. The cases
are assigned to Judge Kevin Gross. MIG LLC disclosed $15.9 million
in assets and $254 million in liabilities.
Headquartered in Tbilisi, Georgia, Magticom is the leading mobile
telephony operator in Georgia and is also the largest telephone
operator in Georgia. Magticom serves 2.4 million subscribers with
a network that covers 97% of the populated regions in Georgia.
Magticom is owned by International Telcell Cellular, LLC, which is
46% owned by MIG unit ITC Cellular, 51% owned by Dr. George
Jokhtaberidze, and 3% owned by Gemstone Management Ltd.
Formerly known as MIG, Inc., MIG was a debtor in a previous case
(Bankr. D. Del. Case NO. 09-12118). It obtained approval of its
reorganization plan in November 2010.
The Debtors have tapped Greenberg Traurig LLP as counsel, Fox
Rothschild Inc. as financial advisor; Cousins Chipman and Brown,
LLP as conflicts counsel; and Prime Clerk LLC as claims and notice
agent and administrative advisor. The Debtors have retained
Natalia Alexeeva as chief restructuring officer.
A three-member panel has been appointed in these cases to serve as
the official committee of unsecured creditors, consisting of Walter
M. Grant, Paul N. Kiel, and Lawrence P. Klamon.
MONEY TREE: Post-Con Panel's Summary Judgment Bid Partially OK'd
----------------------------------------------------------------
Judge W. Louis Sands, Sr., of the United States District Court for
the Middle District of Georgia, Albany Divisio, granted in part
and denied in part the motion for summary judgment filed by the
Post-Confirmation Committee for Small Loans, Inc., and denied
Innovate Loan Servicing Corporation's motion for summary judgment.
Judge Sands, however, granted Innovate's motion to amend but denied
as moot its motion for oral argument.
On December 10, 2013, the Committee sued Innovate and co-defendant
Best Buy Autos of Bainbridge, Inc. ("Best Buy") seeking to set
aside a Purchase and Sale Agreement of Contracts executed on June
23, 2010 ("the 2010 Agreement"), and a Receivable Purchase and Sale
Agreement executed on December 14, 2011 ("the 2011 Agreement")
under theories of constructive and fraudulent transfers pursuant to
the Georgia Uniform Fraudulent Transfers Act. Under the 2010
Agreement, Best Buy assigned accounts to Innovate for a "Purchase
Price" of at least $880,000 in exchange for $749,236. Under the
2011 Agreement, Best Buy assigned accounts to Innovate for a
"Payoff" balance of not less than $5,210,339.97 in exchange for
$4,428,788.98.
Judge Sands granted the Committee's motion for summary judgment
with respect to Innovate's affirmative defense of arm's length
transfers made in the ordinary course of business or financial
affairs. The judge, however, denied the motion with respect to the
Committee's constructive fraudulent transfer claims and Innovate's
good faith, in pari delicto, and setoff and recoupment affirmative
defenses.
Judge Sands accepted Innovate's release of the following
affirmative defenses: (1) failure to state a claim, (2) jury trial
(3), judicial and equitable estoppel, (4) release, (5) waiver, (6)
lack of standing, (7) simultaneous representation, (8) equitable
subordination, and (9) characterization. Judge Sands denied as
moot the Committee's motion for summary judgement on these released
affirmative defenses.
On the other hand, Judge Sands denied Innovate's motion for summary
judgment with respect to the actual fraudulent transfer claims,
constructive fraudulent transfer claims, and the good faith and in
pari delicto affirmative defenses. Innovate's motion to amend its
motion for summary judgment was granted, but it's motion for oral
argument with respect to the cross motions for summary judgment was
denied as moot.
The case is POST-CONFIRMATION COMMITTEE FOR SMALL LOANS, INC.,
Plaintiff, v. INNOVATE LOAN SERVICING CORPORATION, et al.,
Defendants, CASE NO. 1:13-CV-191 (WLS) (M.D. Ga.).
A full-text copy of Judge Sands' September 30, 2015 order is
available at http://is.gd/qA2ZxZfrom Leagle.com.
The Post-Confirmation Committee for Small Loans Inc. is represented
by:
John D. Elrod, Esq.
Ronald Kyle Woods, Esq.
GREENBERG TRAURIG
Terminus 200
333 Piedmont Road NE Suite 2500
Atlanta, GA 30305
Tel: (678) 553-2100
Fax: (678) 553-2212
Email: elrodj@gtlaw.com
woodsk@gtlaw.com
Innovate Loan Servicing Corp. is represented by:
John E. Mitchell, Esq.
Jonathan Rosamond, Esq.
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, TX 75201
Tel: (214) 978-3000
Fax: (214) 978-3099
Email: john.mitchell@bakermckenzie.com
jonathan.rosamond@bakermckenzie.com
-- and --
Mark A. Gilbert, Esq.
910 North Patterson Street
Valdosta, GA 31601
Tel: (229) 671-8253
Fax: (229) 333-0885
Email: mark.gilbert@colemantalley.com
About Money Tree
Headquartered in Bainbridge, Georgia, The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama. The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011. The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia Inc.
Judge William R. Sawyer oversees the case, replacing Judge Dwight
H. Williams, Jr. Max A. Moseley, Esq., at Baker Donelson Bearman
Caldwell & Berkow, P.C., serves as the Debtors' counsel. The
Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as
restructuring advisors.
The Money Tree Inc. disclosed $73,413,612 in assets and
$73,050,785 in liabilities as of the Chapter 11 filing. The
petitions were signed by Biladley D. Bellville, president.
The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.
On Jan. 10, 2012, the Court appointed two separate Official
Unsecured Creditors' Committees in The Money Tree Inc. case and
The Money Tree of Georgia Inc. case. On Jan. 13, 2012, the
Committees moved the Court to consolidate the two into one Omnibus
Official Committee of Unsecured Creditors in the Chapter 11 cases,
which motion was granted on Feb. 28, 2012. Greenberg Traurig LLP
represents the Committee. The Committee tapped HGH Associates LLC
as its accountants and financial advisors.
On April 16, 2012, the Debtors filed a Plan of Reorganization and
Disclosure Statement. Holders of General Unsecured Claims of The
Money Tree, estimated total $586,676, were to receive 95% of their
allowed claims.
The Debtors, however, failed to move forward with their Plan as
the Court stripped the Company's management of control and
appointed S. Gregory Hays as Chapter 11 Trustee. Daniel D.
Sparks, Esq., and Bradley R. Hightower, Esq., at Christian & Small
LLP, in Birmingham, Alabama, represent the Chapter 11 Bankruptcy
Trustee.
In 2013, the Court approved a joint plan of liquidation proposed by
the Omnibus Official Committee of Unsecured Creditors and the
Chapter 11 trustee. The Plan was declared effective May 22, 2013.
The Plan is based on extensive arm's-length negotiations among the
Committee, the Chapter 11 trustee and representatives of the major
creditors.
John D. Elrod, Esq., and R. Kyle Woods, Esq., at Greenberg
Traurig, LLP, in Atlanta, Georgia, represent the Committee as
counsel.
MONTROSE 2434: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Montrose 2434, LLC
2434 W. Montrose Avenue
Chicago, IL 60618
Case No.: 15-36713
Chapter 11 Petition Date: October 28, 2015
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Donald R Cassling
Debtor's Counsel: Brian J Jackiw, Esq.
GOLDSTEIN & MCCLINTOCK LLLP
208 S LaSalle Street, Suite 1750
Chicago, IL 60604
Tel: 312.337.7700
Email: brianj@restructuringshop.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jesse T. Boyle, sole member.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
MORGAN DREXEN: Court Orders Owner to Pay $199-Mil. to CFPB
----------------------------------------------------------
The Consumer Financial Protection Bureau commenced a civil action
against Morgan Drexen, Inc., and its owner, Walter Ledda, pursuant
to Sections 1031(a), 1036(a), 1054 and 1055 of the Consumer
Financial Protection Act of 2010, 12 U.S.C. Sections 5531(a),
5536(a), 5564(a), and 5581; and the Telemarketing and Consumer
Fraud and Abuse and Prevention Act 15 U.S.C. Sections 6102(c)(2),
6105(d), and its implementing regulation, 16 C.F.R. part 310.
On April 21, 2015, the United States District Court for the Central
District of California entered an order granting CFPB's motion for
terminating sanctions against Morgan Drexen. On April 30, 2015,
the Court entered an Order temporarily freezing Morgan Drexen's
assets pending resolution of the litigation. On June 18, 2015, the
Court entered a permanent injunction Order that, among other
things, permanently banned Morgan Drexen from telemarketing and
receiving remuneration for any debt relief product or service that
charges advance fees. The Order further permanently banned Morgan
Drexen from making misrepresentations related to consumer financial
products or services.
U.S. District Judge Josephine L. Staton, in a final judgment and
order dated October 19, 2015, a full-text copy of which is
available at http://is.gd/0BmtzEfrom Leagle.com, approved a
stipulation between CFPB and Ledda, which stipulation, among other
things, permanently restrain and enjoin Ledda from participating in
telemarketing or assisting others engaged in telemarketing a
consumer financial product or service and advertising, marketing,
promoting, offering for sale, selling, or providing any debt relief
product or service. Judge Staton also ordered, pursuant to the
stipulation, Ledda to pay more than $119 million.
The case is Consumer Financial Protection Bureau, Plaintiff, v.
Morgan Drexen, Inc., and Walter Ledda, individually, and as owner,
officer, or manager of Morgan Drexen, Inc., Defendants, CASE NO.
SACV 13-01267-JLS (JEMX)(C.D. Calif.).
Consumer Financial Protection Bureau, Plaintiff, represented by Jan
E Singelmann, Consumer Financial Protection Bureau, Kent A
Kawakami, Office of US Attorney, R Gabriel D O'Malley, Consumer
Financial Protection Bureau, Shirley T Chiu, Consumer Financial
Protection Bureau, Amy N Radon, Consumer Financial Protection
Bureau, Kristin L Bateman, Consumer Financial Protection Bureau &
Nandan M Joshi, Consumer Financial Protection Bureau.
Defendants, represented by Gerald A Klein, Esq. -- Klein & Wilson,
Jeffrey Allen Katz, Esq. -- jeff.katz@sbcglobal.net -- Kesher Law
Group, Mark B Wilson, Klein and Wilson A Partnership of PC,
Nicholas M DePalma, Esq. -- nmdepalma@Venable.com -- Venable LLP,
Randall K Miller, Esq. -- rkmiller@Venable.com -- Venable LLP,
Celeste M Brecht, Esq. -- cmbrecht@Venable.com -- Venable LLP &
Randal M Shaheen, Esq. -- rmshaheen@Venable.com -- Venable LLP.
About Morgan Drexen
Morgan Drexen -- http://www.morgandrexen.com-- provides
businesses across the United States, including law firms that
practice bankruptcy, with outsourced professional services. These
services are designed to reduce costs and make legal
representation affordable for consumers, especially those in
serious financial trouble. Morgan Drexen offers attorneys
automated platforms for complex document management, client
databases, paralegal and paraprofessional services, call centers,
client screening, and marketing.
MORNINGSTAR MARKETPLACE: Court to Take Up Plan Outline on Nov. 17
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
is set to hold a hearing on Nov. 17, 2015, to consider the outlines
of the Chapter 11 plan proposed by Morningstar Marketplace LTD to
exit bankruptcy protection.
Morningstar Marketplace on Sept. 29 proposed a reorganization plan
that offers to return 16 cents on the dollar to bondholders but let
its owner retain control of the company in exchange for a
contribution of $220,000 in cash plus other assets.
Under the proposed plan, the 680 bondholders who each issued $5,000
in bonds prior to the company's bankruptcy filing will be paid at a
rate of $800 per bond within 90 days of approval of the plan.
PNC Bank, a secured creditor, will be paid at $23,459 per month in
accordance with the terms of the original mortgage note until paid
in full while general unsecured creditors will receive a premium of
10% of the accepted amounts of the claims.
Holders of equity interests will receive no distribution upon
acceptance of the plan, according to court filings.
About Morningstar Marketplace
Morningstar Marketplace, LTD, owns a flea market business located
along Route 30 in Jackson Township, York County, Pennsylvania.
Andrew W. Lentz created the Marketplace to serve farmers,
antiquaries and vendors and the general consumer and collector
population within the surrounding area. Built in 1999, the
Marketplace site consists of 3 side-by-side buildings totaling
51,440 square feet, and two free standing pavilions measuring 30'
by 50' and 50' by 50'. The site has 190 vendor spaces in its shed
area and 200 outside vendor spaces in the upper parking lot.
Andrew Lentz is the general partner of Morningstar Marketplace,
LTD, and his wife owns the remaining 19%. Morningstar Marketplace,
Inc., a related company owned by Mr. Lentz, is the operator of the
site.
Morningstar Marketplace LTD filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on Feb. 3, 2014.
The Debtor estimated $100 million to $500 million in assets and
liabilities.
Judge Mary D France presides over the case. Attorneys at Smigel,
Anderson & Sacks, LLP serve as counsel to the Debtor.
NAVISTAR INT'L: Fitch Affirms 'CCC' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed at 'CCC' the Issuer Default Ratings for
Navistar International Corporation (NAV), Navistar, Inc. and
Navistar Financial Corporation (NFC). Fitch has also affirmed the
ratings for all of Navistar's debt.
KEY RATING DRIVERS
The 'CCC' IDR for NAV considers ongoing concerns about NAV's
negative free cash flow (FCF), liquidity, litigation risks, a slow
recovery in the company's market share, and the prospect for lower
demand in NAV's key North America heavy duty truck market which
appears to be near peak levels in 2015 and could begin to moderate
in 2016. EBITDA margins are low but NAV's actions to focus on its
key product markets and streamline its operations are contributing
to steady improvement.
NAV's liquidity improved in August 2015 when it increased its
secured term loan by $342 million, to $1,040 million, and extended
the maturity date from 2017 to 2020. Fitch believes NAV has
adequate liquidity to fund the company's operations in the near
term, but annual FCF remains negative and NAV has used funding from
NFC to maintain excess cash balances. Until NAV increases and
maintains margins at consistently higher levels and begins to
generate positive FCF, NAV will be sensitive to adverse
developments in its end markets and ongoing litigation.
Manufacturing cash balances and marketable securities in 2015 have
remained above $700 million at the end of each quarter ($775
million at July 31, 2015). Fitch expects cash will increase by the
end of fiscal 2015 ahead of the first quarter in 2016 when seasonal
FCF typically is at its weakest level. The next significant
scheduled debt maturity is in October 2018 for $200 million.
Fitch estimates manufacturing FCF in fiscal 2015 will be
approximately negative $200 million compared to negative $447
million in 2014. FCF as calculated by Fitch excludes dividends
from Financial Services and changes in intercompany used truck
financing. Although EBITDA margins are improving, FCF and
operating results are reduced by higher capital expenditures
compared to 2014, cash warranty spending in excess of expense, weak
end markets in NAV's Global Operations business, and low residual
values on sales of NAV's used truck inventory related to legacy EGR
engines.
Fitch expects FCF in 2016 could become slightly positive, but
results will depend on industry demand for heavy duty trucks and
NAV's ability to build market share. Fitch expects NAV's FCF to
benefit from higher operating margins, lower warranty spending, and
a decline in used truck inventories from levels NAV believes may
have peaked in Q2 2015. Also, NAV has tax losses that reduce cash
tax payments. Fitch's calculation of FCF excludes the impact of
changes in the intercompany used truck loan from NFC.
NAV's net pension obligations were $1.4 billion at FYE Oct. 31,
2014, unchanged compared to the prior year. The company expects to
contribute $113 million in 2015, including $73 million in the first
nine months of the year, and expects required annual contributions
from 2016 to 2018 will be at least $100 million.
At July 31, 2015, debt/EBITDA was over 7x which represented an
improvement compared to the past three years, and funds from
operations as calculated by Fitch turned slightly positive in the
second and third fiscal quarters of 2015. Fitch does not include
intercompany loans from NFC in manufacturing debt, and leverage
would be higher when including these liabilities. NAV's use of
intercompany funds from NFC includes loans and dividends. The net
amount of loans and dividends provided to NAV in the first nine
months of 2015 totaled $73 million. Loans include used truck
inventory financing utilized by NAV to facilitate new truck sales.
Litigation risks include a lawsuit by the U.S. Department of
Justice which is seeking penalties of up to $291 million on behalf
of the U.S. Environmental Protection Agency related to NAV's use of
engines during 2010 that did not meet emissions standards. In the
event of an adverse outcome, a large payment would reduce liquidity
and slow an improvement in NAV's credit measures. Other litigation
includes the SEC's investigation into NAV's accounting and
disclosure practices, class action lawsuits concerning NAV's
discontinued advanced EGR engines, and shareholder lawsuits.
The company's EBITDA margin as calculated by Fitch increased to
3.8% at July 31, 2015, on a last-12-months basis and could improve
to mid-single digits or higher by the end of 2016. Annual EBITDA
margins had not been materially higher than around 1% since 2011
while NAV implemented its revised engine strategy. The increase in
margins reflects lower costs for materials, engineering, and SG&A
including the elimination of non-core manufacturing facilities.
Warranty costs declined to 3% of sales in the third quarter of 2015
compared to a level above 7% as recently as 2013 although cash
expenditures remain elevated.
NAV's operating performance has benefited from cyclical strength in
the North America heavy and medium duty truck markets where NAV's
business is concentrated. However, other regions are weak,
particularly Brazil and Mexico, and NAV's market share for heavy
duty trucks remains low compared to the company's historical levels
due to the impact from NAV's legacy EGR engines. In the third
fiscal quarter of 2015, NAV's market shares for combined Class 8
heavy and severe service trucks was 13% compared to 28% in 2010,
and NAV's share of Class 6 and 7 medium trucks was 24% compared to
38% in 2010. If industry demand in North America begins to slow in
2016 as widely anticipated, it could be more difficult for NAV to
regain market share. The current cycle has been less pronounced
than past cycles, however, which could dampen the impact of a
slowdown.
Orders in NAV's traditional markets (Class 6-8 trucks and school
buses) were roughly flat through the first nine months of NAV's
fiscal 2015 while the backlog at July 31, 2015 was slightly higher
than one year earlier. Customer acceptance of NAV's trucks may
improve as trucks with SCR engines demonstrate a record of
performance but near term demand continues to be negatively
affected by substantial used truck inventory and low residual
values which also affect sales of new trucks.
The Recovery Rating (RR) of '1' for Navistar, Inc.'s senior secured
term loan facility supports a rating of 'B', three levels above
NAV's IDR, as Fitch expects the loan would recover more than 90% in
a distressed scenario based on a strong collateral position. The
'RR4' for senior unsecured debt reflects average recovery prospects
in a distressed scenario. The RR '6' for senior subordinated
convertible notes reflects a low priority position relative to
NAV's other debt.
NAVISTAR FINANCIAL CORPORATION
Fitch believes NFC is core to NAV's overall franchise, and the IDR
of the finance subsidiary is directly linked to that of its
ultimate parent due to the close operating relationship and
importance to NIC, as substantially all of NFC's business is
connected to the financing of dealer inventory and trucks sold by
NAV's dealers. The relationship is formally governed by the Master
Intercompany Agreement, as well as a provision referenced under
NFC's credit agreement requiring NAV or NIC to own 100% of NFC's
equity at all times.
NFC's operating performance and overall credit metrics are viewed
by Fitch to be neutral to NIC's ratings. The company's performance
has not changed materially compared to Fitch's expectations, but
its financial profile remains tied to NIC's operating and financial
performance. Total financing revenue increased for the nine months
of 2015 (9M15) ended July 31, 2015, resulting from the continued
growth in the average size of the wholesale portfolio partially
offset by the expected decline of the retail portfolio balance.
The average finance receivables balance increased to $1.6 billion
for the nine months ending
July 31, 2015, compared to $1.3 billion for the year-earlier
prior.
Asset quality of the underlying receivables portfolio remains
stable, reflecting the mature retail portfolio, which continues to
run-off. Charge-offs and provisioning has also been stable as NFC
continues to focus on its wholesale portfolio, which historically
has experienced lower loss rates relative to the retail portfolio.
NFC's leverage remains relatively low compared to its captive peers
but has risen in recent quarters due primarily to the upstreaming
of $125 million in dividends to the parent (partially financed by
an $80 million loan repayment to NFC). Balance sheet leverage, as
measured by total debt to equity, was 3.9x as of
July 31, 2015. Fitch believes NFC's leverage is appropriate and
consistent with other captive finance companies. NIC continues to
utilize the strength of NFC's balance sheet to enhance liquidity at
the parent company, including re-establishing dividends and
intercompany borrowing between NIC and NFC.
The equalization of the bank credit facility at 'CCC/RR4'
(reflecting average recovery prospects) with the IDR indicates that
given current balance sheet encumbrances, the creditors under the
facility are effectively in an equal position with unsecured
note-holders. This incorporates Fitch's expectation that NFC will
continue to utilize the securitization markets to fund its
operations, which could consequently lead to the level of
unencumbered assets falling to such an extent that they may only be
sufficient to support repayment of the senior secured credit
facility. Fitch would view positively, a greater proportion of
unsecured debt in the funding profile, as it would enhance the
company's financial flexibility in a stressed scenario.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for NAV's
manufacturing business include:
-- Revenue is lower in 2015 than 2014 due to the termination of
NAV's Blue Diamond Truck joint venture with Ford in the
third fiscal quarter of 2015, a decline in exports, pricing
pressure and product mix;
-- Industry demand for heavy and medium duty trucks reaches a
cyclical peak in 2015 and declines in 2016. Impact on NAV's
sales will be mitigated by a slow recovery in NAV's market
share;
-- FCF improves but remains negative in 2015. Fitch expects
FCF to become slightly positive by mid-to-late 2016 on an
annualized basis, subject to industry conditions;
-- EBITDA margins increase further from low levels;
-- Warranty cash costs continue to decline.
RATING SENSITIVITIES
Navistar International Corporation
Future developments that may, individually or collectively, lead to
a positive rating action include:
-- Consistently higher EBITDA margins lead to positive FCF and
lower leverage;
-- NAV's market share recovers toward a level near 20% for
combined Class 8 heavy and severe service trucks (13% in Q3
2015) and 30% for medium duty trucks (24% in Q3 2015);
-- Liquidity improves sufficiently to reduce reliance on
funding from NFC.
Future developments that may, individually or collectively, lead to
a negative rating action include:
-- Manufacturing cash and marketable securities balances
decline to a level near NAV's estimated minimum required
operating cash level of approximately $500 million;
-- Manufacturing EBITDA margins as calculated by Fitch fail to
improve materially from approximately 3.8% on an LTM basis
at July 31, 2015;
-- FCF does not become positive on an LTM basis within 12-18
months;
-- There is a material adverse outcome from litigation.
Navistar Financial Corporation
NFC's ratings are linked to those of its parent. Therefore,
positive rating momentum will be limited by Fitch's view of NIC's
credit profile. However, negative rating action could be driven by
a change in the perceived relationship between NFC and its parent.
Additionally, a change in profitability leading to operating
losses, a material change in leverage and/or deterioration in the
company's liquidity profile could also yield negative rating
actions.
The rating of the senior secured bank credit facility is sensitive
to changes in NFC's IDR, as well as the level of unencumbered
balance sheet assets in a stress scenario, relative to outstanding
debt.
LIQUIDITY
Liquidity at NAV's manufacturing business as of July 31, 2015,
included cash and marketable securities totaling $760 million (net
of BDP joint venture cash and restricted cash). NAV also has an
undrawn $175 million ABL facility. Liquidity was offset by current
maturities of manufacturing long term debt of
$100 million. In addition to the ABL, NAV uses an Intercompany
Used Truck Loan from NFC under which $209 million was outstanding
at July 31, 2015. NAV also had an outstanding intercompany loan of
$190 million from NFC at July 31, 2015.
Fitch deems NFC's current liquidity to be adequate given available
resources and the company's continued success in securitizing
originated assets but notes that liquidity may become constrained
if the parent materially increases its reliance on NFC to fund
operations. As of July 31, 2015, NFC had $23.3 million of
unrestricted cash and approximately $316 million of availability
under its various borrowing facilities. During 9M15, NFC issued
$250 million in two-year dealer floorplan notes, renewed a $100
million trade receivables securitization and extended the maturity
date of the revolving note of a wholesale receivables transaction.
Fitch views favorably, NFC's ability to refinance a portion of its
borrowing facilities and access the capital markets at reasonable
terms, which should mitigate some potential near-term liquidity
concerns.
As of July 31, 2015, debt at NAV's manufacturing business totaled
$3 billion, including unamortized discount, and $2.4 billion at the
Financial Services segment, the majority of which is at NFC.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the ratings for NAV and its affiliates as:
Navistar International Corporation
-- Long-term IDR at 'CCC';
-- Senior unsecured notes at 'CCC'/'RR4';
-- Senior subordinated notes at 'CC'/'RR6'.
Navistar, Inc.
-- Long-term IDR at 'CCC';
-- Senior secured term loan at 'B'/'RR1'.
Cook County, Illinois
-- Recovery zone revenue facility bonds (Navistar International
Corporation Project) series 2010 at 'CCC'.
Illinois Finance Authority (IFA)
-- Recovery zone revenue facility bonds (Navistar International
Corporation Project) series 2010 at 'CCC'.
Navistar Financial Corporation
-- Long-term IDR at 'CCC';
-- Senior secured bank credit facility at 'CCC'/'RR4'.
NAVISTAR INTERNATIONAL: To Discuss Business Matters at Conferences
------------------------------------------------------------------
Navistar International Corporation announced that Troy Clarke,
president and chief executive officer and Bill Kozek, president,
Truck and Parts, will discuss business matters related to the
Company during Gabelli & Company's 39th Annual Automotive
Aftermarket Symposium in Las Vegas, Nevada, on November 2nd, which
is scheduled to begin at 2:45 p.m. Pacific.
The Company also announced that Walter Borst, executive vice
president and chief financial officer, will discuss business
matters related to the Company during the Goldman Sachs 2015
Industrials Conference in Boston, Massachusetts on November 4th,
which is scheduled to begin at 2:50 p.m. Eastern.
Troy Clarke and Walter Borst will discuss business matters related
to the Company during the Robert W. Baird 2015 Industrial
Conference in Chicago, Illinois on November 11th, which is
scheduled to begin at 10:00 a.m. Central.
Live audio webcasts will be available for the presentation at
http://ir.navistar.com/events.cfm. Investors are advised to log on
to the web site at least 15 minutes prior to the presentation to
allow sufficient time for downloading any necessary software. The
web cast will be available for replay at the same address
approximately three hours following its conclusion, and will remain
available for a period of 12 months or earlier, if the information
is superseded or replaced by more current information.
About Navistar International
Navistar International Corporation (NYSE: NAV) --
http://www.navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans. It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets. The Company also provides truck and diesel
engine parts and service. Another affiliate offers financing
services.
Navistar International reported a net loss attributable to the
Company of $619 million for the year ended Oct. 31, 2014, compared
to a net loss attributable to the Company of $898 million for the
year ended Oct. 31, 2013.
* * *
In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corp., including the
'B3' corporate family rating. The ratings reflect Moody's
expectation that Navistar's successful incorporation of Cummins
engines throughout its product line up will enable the company to
regain lost market share, and that progress in addressing component
failures in 2010 vintage-engines will significantly reduce warranty
expenses.
As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Navistar
International to 'CCC+' from 'B-'. "The rating downgrades reflect
our increased skepticism regarding NAV's prospects for achieving
the market shares it needs for a successful business turnaround,"
said credit analyst Sol Samson.
In January 2013, Fitch Ratings affirmed the issuer default ratings
for Navistar International at 'CCC' and removed the negative
outlook on the ratings. The removal reflects Fitch's view that
immediate concerns about liquidity have lessened, although
liquidity remains an important rating consideration as NAV
implements its selective catalytic reduction engine strategy.
NRAD MEDICAL: Court Sets Oct. 30 as Claims Bar Date
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
established Oct. 30, 2015, at 5:00 p.m., as the deadline for any
individual or entity to file proofs of claim against NRAD Medical
Associates, P.C.
Governmental units have until Jan. 4, 2016, at 5:00 p.m., to file
their proofs of claim.
Attorneys (with full access accounts) and employees of
institutional creditors (with limited access accounts) will file
proofs of claim electronically on the Court's Case
Management/Electronic Case File System at -- www.nyeb.uscourts.gov
-- Those without accounts on, or access to, the CM/ECF system must
file their proofs of claim by mailing or delivering the original
proof of claim to U.S. Bankruptcy Court, Eastern District of New
York, Alfonse M. D'Amato U.S. Courthouse, 290 Federal Plaza,
Central Islip, NY 11722.
About NRAD Medical
NRAD Medical Associates, P.C., operated a regional radiology
imaging medical practice and a regional radiation therapy practice
with 16 locations throughout Long Island and Queens, New York,
before selling its assets in June 2015.
NRAD Medical sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 15-72898) in Central Islip, New York, on July 7,
2015. The case is assigned to Judge Louis A. Scarcella.
The Debtor estimated assets and liabilities of $10 million to $50
million.
The Debtor is represented by Anthony C Acampora, Esq., at
SilvermanAcampora LLP, in Jericho, New York.
According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Nov. 4, 2015.
OLD DOMINION: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Old Dominion Holdings, Inc.
1990 N. California Blvd.
Walnut Creek, CA 94596
Case No.: 15-43299
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: October 28, 2015
Court: United States Bankruptcy Court
Northern District of California (Oakland)
Debtor's Counsel: R. Kenneth Bauer, Esq.
LAW OFFICES OF R. KENNETH BAUER
500 Ygnacio Valley Rd. #328
Walnut Creek, CA 94596
Tel: (925) 945-7945
Email: rkbauerlaw@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kevin Senn, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
ORBIT AIRCRAFT: S&P Assigns Prelim. BB Rating on Class C-1 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary ratings
to Orbit Aircraft Leasing Ltd./ Orbit Aircraft Leasing USA LLC's
$671.925 million fixed-rate notes.
The note issuance is backed by aircraft, related leases, and shares
or beneficial interests in entities that directly and indirectly
receive aircraft portfolio leases and residual cash flows, among
others.
The preliminary ratings are based on information as of Oct. 26,
2015. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
The preliminary ratings reflect:
-- The 66.82% loan-to-value (LTV; based on the lower of the
mean and median [LMM] of the aircraft half-life base values
and half-life current market values) ratio for the class A-1
notes, the 76.94% LTV on the class B-1 notes, and the 79.98%
on the class C-1 notes.
-- The aircraft collateral's value, quality, concentration, and
favorable lease rental and residual cash flow generating
potential.
-- SMBC Aviation Capital Ltd.'s demonstrated aircraft servicing
ability.
-- The existing and future lessees' estimated credit quality
and diversification. The initial 32 aircraft are currently
leased to 25 airlines in 19 countries, and nine of the 32
aircraft are leased to flag carriers internationally.
-- Both the class A-1 and B-1 notes follow a straight-line
amortization over 16 years; the class C-1 notes follow a
straight-line amortization over 12 years. Similar to the
majority of the recently rated aircraft securitization
transactions, this transaction has an expected maturity
date after which the notes amortization will be full turbo.
-- The transaction's debt service coverage ratio triggers, a
failure of which would result in the class A-1, B-1, and C-1
notes' cash trap (1.20x) or turbo amortization (1.15x).
-- The liquidity facility that Natixis S.A. will provide.
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
-- S&P's projections regarding the timely interest (excluding
the step-up amount) on the class A-1 notes, the timely
interest (excluding the step-up amount) on the class B-1
notes after the class A-1 notes are paid off, and the
ultimate interest (excluding the step-up amount) and
principal payments on the class A-1, B-1, and C-1 notes (on
or before their legal final maturity date, which is 25 years
after closing), which S&P assessed using its cash flow
analysis and assumptions commensurate with the assigned
preliminary ratings. The step-up amounts on the class
A-1, B-1, and C-1 notes are payable only after these three
classes are paid in full. According to the transaction
documents, the failure to pay the step-up amount if there is
insufficient available cash is not considered an event of
default.
PRELIMINARY RATINGS ASSIGNED
Orbit Aircraft Leasing Ltd./Orbit Aircraft Leasing USA LLC
Class Rating Amount ($)
A-1 A- (sf) 561,355,000
B-1 BBB (sf) 85,054,000
C-1 BB (sf) 25,516,000
OW BUNKER: Chevron Fights for $1.1M Fuel Deliveries Brokered
------------------------------------------------------------
Cara Salvatore at Bankruptcy Law360 reported that Chevron told a
Connecticut bankruptcy court on Oct. 22, 2015, that bankrupt marine
fuel shipper OW Bunker is trying to shaft the oil supplier for $1.1
million worth of fuel deliveries brokered "immediately prior" to
the bankruptcy filing.
In papers filed Oct. 22, Chevron protested an objection by OW
Bunker A/S's U.S. units, known as OW Bunker USA Inc., to Chevron's
bankruptcy claim for fuel brokered by Bunker and delivered by
Chevron to bunker ships.
About O.W. Bunker
OW Bunker AS is a global marine fuel (bunker) company founded in
Denmark. The company declared bankruptcy on Nov. 7, 2014,
following its admission that it had lost US$275 million through a
combination of fraud committed by senior executives at its
Singaporean unit.
The Danish company placed its U.S. subsidiaries -- O.W. Bunker
Holding North America Inc., O.W. Bunker North America Inc. and
O.W. Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn.
Case Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13,
2014.
The U.S. cases are assigned to Judge Alan H.W. Shiff. The U.S.
Debtors have tapped Patrick M. Birney, Esq., and Michael R.
Enright, Esq., at Robinson & Cole LLP, as counsel. McCracken,
Walker & Rhoads LLP is serving as co-counsel. Alvarez & Marsal is
the financial advisor.ne fuel (bunker) company founded in
Denmark. The company declared bankruptcy on Nov. 7, 2014,
following its admission that it had lost US$275 million through a
combination of fraud committed by senior executives at its
Singaporean unit.
The Danish company placed its U.S. subsidiaries -- O.W. Bunker
Holding North America Inc., O.W. Bunker North America Inc. and
O.W. Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn.
Case Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13,
2014.
The U.S. cases are assigned to Judge Alan H.W. Shiff. The U.S.
Debtors have tapped Patrick M. Birney, Esq., and Michael R.
Enright, Esq., at Robinson & Cole LLP, as counsel. McCracken,
Walker & Rhoads LLP is serving as co-counsel. Alvarez & Marsal is
the financial advisor.
PATRIOT COAL: Black Diamond Sues VCLF
-------------------------------------
Michael Bathon, writing for Bloomberg News, reported that Virginia
Conservation Legacy Fund Inc., one of the buyers of some of
bankrupt Patriot Coal Corp.'s assets, was sued by Black Diamond
Commercial Finance LLC and accused of breaking a financing
agreement.
According to the report, Black Diamond provided $25 million to help
VCLF purchase the Patriot Coal assets, including the Federal Mining
Complex in West Virginia. Black Diamond said in a complaint filed
in state court in New York that VCLF has breached, or probably will
breach, their commitment agreement by seeking other debt or equity
financing.
The case is In re Black Diamond Commercial Finance LLC v. Virginia
Conservation Legacy Fund Inc., 653562/2015, New York State Supreme
Court (Manhattan).
About Patriot Coal
Patriot Coal Corporation is a producer and marketer of coal in the
United States. Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia
and
Ohio) and Southern Illinois basin (in Kentucky and Illinois) and
their operations consist of eight active mining complexes in
West Virginia.
Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri. The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC. The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.
Patriot Coal Corporation and its subsidiaries commenced new
Chapter
11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond,
Virginia, on May 12, 2015. The cases are assigned to Judge Keith
L. Phillips.
Patriot Coal estimated more than $1 billion in assets and debt.
The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.
The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors. The Committee is
represented by Morrison & Foerster LLP as its counsel, and
Tavenner
& Beran, PLC, as its local counsel. Jefferies LLC serves as its
investment banker.
* * *
Patriot Coal on Sept. 22, 2015, announced that, following a
competitive auction, it is proceeding with a transaction to sell a
substantial majority of its operating assets to Blackhawk Mining,
LLC.
PATRIOT COAL: Completes Chapter 11 Restructuring Process
--------------------------------------------------------
Patriot Coal Corporation disclosed that its Plan of Reorganization
became effective on Oct. 28, marking the successful completion of
the chapter 11 restructuring process. In conjunction with the Plan
becoming effective, Patriot has completed the transactions to sell
most of Patriot's operating assets to Blackhawk Mining, LLC and to
sell substantially all of its remaining assets and liabilities to
an affiliate of Virginia Conservation Legacy Fund, Inc.
Bob Bennett, President and Chief Executive Officer of Patriot,
said, "We are pleased to have reached the successful conclusion of
this process, which we believe represents the best possible outcome
for Patriot's employees and stakeholders. On behalf of Patriot
Coal, I want to thank all of our employees for their hard work and
dedication. I also thank our professionals and the many outside
parties who worked so tirelessly to help achieve this result. I am
confident that Blackhawk and VCLF will be responsible stewards of
our mining operations going forward, and I wish them and their
employees the best of luck."
Centerview Partners LLC is serving as financial advisor and
investment banker for Patriot, and Kirkland & Ellis LLP is serving
as legal advisor to Patriot. Alvarez & Marsal is serving as Chief
Restructuring Officer for Patriot.
About Patriot Coal
Patriot Coal Corporation is a producer and marketer of coal in the
United States. Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia and
Ohio) and Southern Illinois basin (in Kentucky and Illinois) and
their operations consist of eight active mining complexes in West
Virginia.
Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri. The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC. The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.
Patriot Coal Corporation and its subsidiaries commenced new Chapter
11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond,
Virginia, on May 12, 2015. The cases are assigned to Judge Keith
L. Phillips.
Patriot Coal estimated more than $1 billion in assets and debt.
The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.
The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors. The Committee is
represented by Morrison & Foerster LLP as its counsel, and Tavenner
& Beran, PLC, as its local counsel. Jefferies LLC serves as its
investment banker.
* * *
Patriot Coal on Sept. 22, 2015, announced that, following a
competitive auction, it is proceeding with a transaction to sell a
substantial majority of its operating assets to Blackhawk Mining,
LLC.
PLATFORM SPECIALTY: Moody's Cuts Corporate Family Rating to B2
--------------------------------------------------------------
Moody's Investors Service downgraded Platform Specialty Products
Corporation's Corporate Family Rating (CFR) to B2 from B1. The
downgrade follows the company's announced issuance of $1.875
billion in new debt to fund the Alent plc acquisition (expected to
close by December 2015), which raises leverage and elevates the
integration demands on management. In conjunction with the
downgrade of the CFR, Moody's also downgraded the senior secured
bank credit facilities to B2 from B1 and downgraded the rating on
the unsecured notes to Caa1 from B2. Moody's also assigned B2
ratings to the proposed $1.475 billion in senior secured term loans
and Caa1 to the proposed $400 million unsecured notes. To support
the business needs of the larger entity, the company has also
increased the size of its revolving facility under its existing
senior secured term loan to $550 million from $300 million. The
SGL-3 rating is unchanged. The ratings outlook is negative.
"Platform's elevated leverage and heightened integration challenges
will weigh on the rating until the company successfully integrates
its recent acquisitions and demonstrates earnings improvements,"
said Lori Harris AVP at Moody's.
Downgrades:
Issuer: Platform Specialty Products Corporation
Corporate Family Rating, Downgraded to B2 from B1
Probability of Default Rating, Downgraded to B2-PD from B1-PD
Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1 (LGD5)
from B2 (LGD4)
Assignments:
Issuer: Platform Specialty Products Corporation
Senior Secured Bank Credit Facility, Assigned B2 (LGD3)
Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5)
Unchanged:
Issuer: Platform Specialty Products Corporation
Speculative Grade Liquidity Ratings, unchanged, SGL-3
Outlook Actions:
Issuer: Platform Specialty Products Corporation
Outlook, Remains Negative
Issuer: MacDermid Agricultural Solutions Holdings BV
Senior Secured Bank Credit Facility, Downgraded to B2 (LGD3) from
B1 (LGD3)
Outlook Actions:
Issuer: MacDermid Agricultural Solutions Holdings BV
Outlook, Remains Negative
Issuer: MacDermid Inc.
Senior Secured Bank Credit Facility, Downgraded to B2 (LGD3) from
B1 (LGD3)
Issuer: MacDermid Inc.
Outlook, Remains Negative
RATINGS RATIONALE
The downgrade of Platform's B2 CFR reflects the divergence from the
financial policy, which will take leverage well beyond the
company's long-term 4.5x target, the evolving management structure,
a complex integration process, and increased price pressure on
agricultural chemicals, especially in Brazil, due to low crop
prices. The B2 CFR is weakly positioned in its rating category as
pro-forma leverage is elevated at 6.8x PF FYE 2015 and 6.1x
including synergies, additionally leverage is projected to remain
above 6.0x through 2016. (Unlike prior acquisitions which had
meaningful equity support that helped to manage leverage increases,
the Alent deal was predominantly debt funded with a modest 22%
equity component.) The rating is constrained by the significant
integration risks associated with five recent acquisitions (Alent,
OM Group businesses, Arysta, Agriphar, and AgroSolutions) as well
as the weak pro-forma financial metrics. These challenges will
result in a protracted timeframe wherein the leverage exceeds
managements stated leverage target of 4.5x. Additionally, FX cash
impacts and the challenged agricultural end-markets, also pressure
the rating. Furthermore, the company's liquidity will be directed
towards increased debt costs, seasonal working capital demands from
the agricultural business silo, and integration expenses, which are
expected to be roughly 1:1 with synergy gains. Any leverage
reductions will be realized through earnings improvements, not via
debt pay downs. While the company's stated strategy is to be an
acquirer and consolidator of specialty chemicals businesses
globally, we expect that it will prioritize integration over the
next 12 or more months before pursuing further acquisitions.
The B2 CFR is supported by the improved size of the company as
measured by pro forma revenues of $3.6 billion, a diverse revenue
stream with both global and end-market diversity, as well as an
asset light business model. Also supporting the rating are the
strong EBITDA margins of between 20%-25% and cash flow generating
capabilities of the combined businesses, which benefit from
geographic, operational, and product diversity through its global
footprint, with significant operations in the US, Europe, and Asia.
Platform enjoys leading positions in several of its markets, modest
capital expenditure requirements, and has limited exposure to
volatile raw materials costs.
Platform's SGL-3 speculative grade liquidity rating reflects
adequate liquidity to support operations for at least the next four
quarters, with some use of the revolving credit facility. Moody's
short-term liquidity assessment is supported by $278 million of
cash expected at the close of the proposed financing, the $550
million revolving credit facility, and local credit lines to
support the agricultural chemicals business. Platform has announced
an upsize to its $550 million multi-currency revolving credit
facility, which matures on June 7, 2018, from $300 million.
Management expects the revolver to have full availability at the
close of the Alent acquisition financing. Subsequently, Moody's
expects Platform to draw on the revolver to fund working capital
for seasonal swings related mostly to its agricultural chemicals
businesses. The only financial covenant on the revolving facility,
which would be triggered in the event of a drawing greater than 25%
of the commitment, is a springing net first lien leverage ratio of
6.5x. The revolver is supplemented by local lines of credit. The
firm has no material near-term debt maturities and its 1% annual
amortization payments total approximately $35 million. The company
is subject to an excess cash flow sweep, which steps down once the
first lien net leverage falls below certain thresholds. The firm
also has low maintenance capital expenditure requirements. Platform
does not pay cash dividends, but has preferred equity, which pays
dividends in the form of common stock.
The negative outlook reflects the heightened risk of integrating
five companies (Alent, OM Group businesses, Agriphar,
AgroSolutions, and Arysta), the evolving management structure with
key positions yet to be filled and the high pro-forma leverage that
exceeds 6.0x even with full synergy benefits. The negative outlook
also indicates that there is no room in the rating for near-term
operating and synergy shortfalls nor for additional debt funded
acquisitions.
There is limited upside to the rating at this time. Following a
successful completion and integration of Platform's acquisitions,
the ratings could be upgraded if leverage falls below 5.0x on a
sustained basis and the company demonstrates its ability to grow
its sales and generate significant free cash flow of close to $300
million. Conversely, Platform's ratings could be downgraded if its
leverage is sustained above 6.5x, if liquidity falls below $200
million, or if the company undertakes incremental acquisitions
before realizing meaningful reductions in leverage.
Headquartered in West Palm Beach, Florida, Platform Specialty
Products Corp (Platform) is a publicly-traded company founded by
investors Martin Franklin and Nicolas Berggruen in 2013. Platform's
first acquisition in 2013 was MacDermid Holdings, LLC, a global
manufacturer of variety of chemicals and technical services for a
range of applications and markets including; metal and plastic
finishing, electronics, graphic arts, and offshore drilling.
Platform is in the process of acquiring Alent plc for $2.0 billion.
Platform has already acquired OM Group businesses, Arysta
LifeScience Limited, Chemtura Corporation's AgroSolutions business,
and Belgium-based Group Agriphar Group agricultural chemical
business, in levered transactions valued at roughly $365 million,
$3.51 billion, $1 billion and $405 million, respectively. Pro forma
for the acquisitions, Platform's sales are roughly $3.6 billion for
the twelve months ended June 30, 2015.
PLATFORM SPECIALTY: S&P Lowers CCR to 'BB-', Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Miami-based Platform Specialty Products Corp. and wholly
owned subsidiary MacDermid Inc. to 'BB-' from 'BB'. The outlook is
negative. At the same time, S&P lowered its issue-level ratings on
the company's existing senior secured debt to 'BB-' from 'BB' and
lowered S&P's ratings on the company's senior unsecured notes to
'B+' from 'BB-'. The recovery ratings remain '3' and '5',
respectively. The '3' recovery rating indicates S&P's expectation
of meaningful recovery (lower half of the 50% to 70% range) in the
event of a payment default. The '5' recovery rating indicates
S&P's expectation of modest recovery (upper half of the 10% to 30%
range) in the event of a payment default.
S&P also assigned its 'BB-' issue-level rating and '3' recovery
rating to Platform Specialty's proposed $1.145 billion
U.S.-dollar-denominated term loan B. The '3' recovery rating on
the term loan indicates S&P's expectation of meaningful recovery
(lower half of the 50% to 70% range) in the event of a payment
default.
S&P also assigned its 'BB-' issue-level and '3' recovery ratings to
Platform Specialty's proposed EUR300 million euro-denominated term
loan B. The '3' recovery rating on the term loan indicates S&P's
expectation of meaningful recovery (lower half of the 50% to 70%
range) in the event of a payment default.
S&P also assigned its 'BB-' issue-level rating and '3' recovery
rating to Platform Specialty's proposed $500 million revolving
credit facility. The '3' recovery rating on the term loan
indicates S&P's expectation of meaningful recovery (lower half of
the 50% to 70% range) in the event of a payment default.
S&P also assigned its 'B+' issue-level rating and '5' recovery
rating to the company's proposed $400 million senior unsecured
notes. The '5' recovery rating indicates S&P's expectation of
modest recovery (upper half of the 10% to 30% range) in the event
of a payment default.
"The downgrade of Platform Specialty Products Corp. reflects the
potential for increasing operational and integration risk,
especially given the recent announcement of the resignation of the
company's CEO," said Standard & Poor's credit analyst Sebastian
Pinto-Thomaz.
On Oct. 25, 2015, the company announced that its CEO had decided to
retire. The company says it is currently searching for a
successor. S&P also expects credit measures to be weak for the
previous rating, given the largely debt funded portion of the Alent
acquisition. While the company's previous acquisitions had a
meaningful equity component, the Alent acquisition, which is the
largest in the company's history, has a very meaningful debt
component. S&P anticipates funds from operations (FFO) to debt of
7.5% in 2015, which is consistent with a "highly leveraged"
financial risk profile. Together, S&P's assessment of the
company's "satisfactory" business risk profile and "highly
leveraged" financial risk profile as per our criteria lead to an
anchor score of 'b+'. S&P applies a positive comparable ratings
assessment to the anchor to raise it by one notch, arriving at a
stand-alone credit profile of 'BB-'. The positive comparable
rating analysis is the result of S&P's view of the issuer's credit
characteristics in aggregate. S&P thinks the strengthened business
risk profile that falls within the "satisfactory" category,
contributes to S&P's view that the company ranks higher than
similarly rated peers.
The negative outlook reflects the risk that Platform could
experience difficulty integrating its performance application
acquisitions successfully over the next year. S&P expects the
company's operating performance, cash flow generation, and
financial policies will be in line with a "highly leveraged"
financial risk profile. S&P also believes the company's approach
to funding growth will not stretch credit measures beyond current
measures and will focus on reducing pro forma leverage over the
next 12 months.
S&P could lower the ratings if additional debt-funded acquisitions
result in further weakening of credit measures such that adjusted
pro forma leverage remains above 8x over the next 12 months, with
no prospect of improvement over the next year or so. S&P could
also lower ratings if unexpected weakness in global demand or
raw-material cost pressure leads to the inability to reduce pro
forma debt to EBITDA below 8x over the next year. Additionally, if
the company experiences difficulties integrating or realizing
synergies, S&P could reassess the rating.
S&P could return to a stable outlook if the company is able to
improve and maintain its debt to EBITDA below 6x. This scenario
could occur if revenues and margins continue to grow and the
company uses excess cash to significantly reduce debt or if the
company establishes a track record of approaching growth spending
in a more conservative manner.
POLYONE CORP: S&P Assigns 'BB+' Rating on Proposed 1st Lien Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and '2' recovery rating to PolyOne Corp.'s proposed
first-lien secured term loan based on preliminary terms and
conditions. The '2' recovery rating indicates S&P's expectation of
substantial recovery (upper end of the 70% to 90% range) in the
event of a payment default.
At the same time, S&P lowered its issue-level rating on the 5.25%
senior unsecured notes due 2023 to 'BB-' from 'BB' and revised its
recovery rating to '5' from '4'. The recovery rating of '5'
indicates S&P's expectation of modest recovery (lower end of the
10% to 30% range) in the event of a payment default.
S&P's 'BB' corporate credit rating remains unchanged. The outlook
is stable.
S&P will withdraw its issue-level and recovery ratings on the
7.375% senior unsecured notes due 2020 once they are repaid. S&P
will also withdraw its issue-level and recovery ratings on the 7.5%
debentures due 2015 upon defeasement.
"Our newly assigned ratings on the proposed first-lien term loan,
as well as the change in issue-level and recovery ratings of the
existing senior unsecured notes due 2023 reflect our updated
recovery analysis, taking into account the changes in the capital
structure as a result of the proposed transaction," said Standard &
Poor's credit analyst Brian Garcia.
S&P's assessment of PolyOne's business risk profile as "fair"
reflects S&P's expectations that, despite the company's increased
focus on specialty products, profitability will remain below the
industry average and the company's commodity product lines will
remain subject to some cyclicality. Nevertheless, S&P believes the
company will gradually improve profitability due to increased focus
on higher-margin products and continued efforts to reduce costs and
improve operating efficiency, particularly in the Spartech business
lines.
S&P's assessment of a "significant" financial risk profile,
reflects its expectation that PolyOne's gradually improving
profitability and cash flow generation, as it continues to focus on
its specialty chemical lines of business, will allow the company to
gradually improve credit measures over the next year. In addition,
S&P believes management will exercise prudence with respect to
further acquisitions and shareholder rewards.
The stable outlook on PolyOne Corp. reflects S&P's expectation that
improving operating performance along with the company's strategy
to focus more on its specialty business, will gradually improve
profitability. The outlook also reflects S&P's opinion that
management will maintain a prudent approach to funding growth and
shareholder rewards. S&P expects FFO to debt to be in the 20% to
30% range pro forma for acquisitions.
S&P could lower ratings if it expects FFO to debt to decline to 20%
or less pro forma for acquisitions, a level more appropriate for an
"aggressive" financial risk profile, without indications of
near-term improvement. Additional debt-funded acquisitions over
the next year could lead to such a decline. Based on S&P's
scenario forecasts, this could also stem from deterioration in
profitability or negative trends in key housing and auto end
markets that could result in weakened operating performance. In
this scenario, margins would drop by more than 150 basis points
from projected 2016 levels with minimal revenue growth.
Based on S&P's scenario forecasts, it could raise the ratings if
better-than-expected earnings boost FFO to adjusted debt to above
30% pro forma for acquisitions, even as the company pursues growth
objectives. This could occur if EBITDA margins increase by more
than 200 basis points from S&P's projected 2016 levels, with over
5% organic revenue growth. Such a scenario could result from
continued growth in PolyOne's higher-margin specialty businesses.
PRE-PRESS EXPRESS: Seebergers' Bid to Disqualify J&H Denied
-----------------------------------------------------------
Judge Kathleen Cardone of the United States District Court for the
Western District of Texas, El Paso Division, denied Rick and Susan
Seeberger's motion to disqualify James and Haugland, P.C., from the
case captioned RICK J. SEEBERGER and SUSAN C. SEEBERGER,
Plaintiffs, v. BANK OF AMERICA, N.A., BAC HOME LOANS SERVICING LP,
PRLAP, INC., BANK OF AMERICA CORPORATION, VENTURES TRUST 2013
I-H-R, and BSI FINANCIAL SERVICES, INC., Defendants, VENTURES TRUST
2013 I-H-R, Counter-Plaintiff, v. RICK J. SEEBERGER and SUSAN C.
SEEBERGER, Counter-Defendants, NO. EP-14-CV-366-KC (W.D. Tex.).
On April 17, 2015, Ventures Trust 2013 I-H-R ("Ventures") and BSI
Financial ("BSI") filed an Answer to a Second Amended Complaint
filed by the Seebergers in the above-captioned case. Corey W.
Haugland, an attorney at J&H signed the Answer as the attorney for
Ventures and BSI.
On July 17, 2015, the Seebergers filed the motion to disqualify,
alleging that Haugland should be disqualified from representing
Ventures and BSI because J&H previously represented them in the
bankruptcy of their business, Pre-Press Express International, Inc.
("PPEI"), and their personal bankruptcy. They further argued that
J&H should be disqualifed because those cases are "substantially
related" to the instant case.
Judge Cardone concluded that the Seebergers failed to demonstrate a
conflict of interest based upon J&H's alleged former representation
of them. The judge found that the Seebergers failed to establish
an attorney-client relationship with J&H arising from either the
PPEI bankruptcy or their personal bankruptcy. Judge Cardone also
found that, even assuming such a relationship existed, the
Seebergers have not met their burden of establishing a substantial
relationship between the present and prior representations.
Judge Cardone also concluded that the Seeberger's have failed to
demonstrate that J&H's representation of Ventures and BSI involves
a reasonable probability that J&H will violate a rule of
confidentiality.
A full-text copy of Judge Cardone's October 6, 2015 order is
available at http://is.gd/mNoAFyfrom Leagle.com.
Bank of America, N.A., BAC Home Loans Servicing, PRLAP, Inc., and
Bank of America Corporation are represented by:
Gordon O. Stafford, Jr., Esq.
MCGUIREWOODS LLP
201 North Tryon Street Suite 3000
Charlotte, NC 28202-2146
Tel: (704) 343-2000
Fax: (704) 343-2300
Email: gstafford@mcgquirewoods.com
-- and --
Randall Burton Clark, Esq.
MCGUIREWOODS LLP
JPMorgan Chase Tower
600 Travis Street Suite 7500
Houston, TX 77002-2906
Tel: (713) 571-9191
Fax: (713) 571-9652
Email: rclark@mcguirewoods.com
Ventures Trust 2013 I.H.R., BSI Financial Services, Inc., and
Ventures Trust 2013 I.H.R. are represented by:
Corey W. Haugland, Esq.
JAMES & HAUGLAND, P.C.
609 Montana Avenue
El Paso TX 79902
Tel: (915) 532-3911
Fax: (915) 541-6440
PRIMELINE UTILITY: Moody's Affirms 'B3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
senior secured credit facilities of PrimeLine Utility Services LLC
(PrimeLine) and affirmed PrimeLine's B3 Corporate Family and
Caa1-PD Probability of Default ratings. The rating outlook is
stable. The new senior secured credit facilities will include a $60
million senior secured revolving credit facility and a $270 million
senior secured first lien term loan B. The proceeds will be used to
refinance the current revolving credit facility which expires in
October 2018 and first lien term loan which expires in October
2019, as well as to pay associated transaction fees and expenses.
Moody's took the following actions:
Assigned $60 million senior secured Revolving Credit Facility
due 2020, B3 (LGD 3)
Assigned $270 million senior secured Term Loan B due 2022, B3
(LGD 3)
Affirmed Corporate Family Rating B3
Affirmed Probability of Default Rating Caa1-PD;
Outlook, Stable
RATINGS RATIONALE
The B3 corporate family rating reflects PrimeLine's small scale,
volatile margins, high customer concentration, and lack of
geographic and end-market diversification. The company is primarily
focused on providing installation, repair and maintenance services
to electric utilities, but has some exposure to gas distribution,
telecom and design and engineering. PrimeLine's margins have been
volatile historically and dependent on the mix of business, the
magnitude of higher margin storm restoration related revenues and,
in some cases, acquisitions. In addition, its operations are
concentrated in the Mid-Atlantic and Northeastern US with some
exposure to the Midwest US. The company has little exposure to
other end-markets and geographic regions.
PrimeLine's ratings are supported by the recurring nature of the
repair and maintenance services it provides, it's above average
industry margins as well as its ability to provide a full range of
services including design and engineering, storm restoration
services and the installation, maintenance and repair of
transmission, substation and distribution infrastructure to utility
customers. The rating also benefits from favorable industry
dynamics due to the aging of power lines and other infrastructure,
and the trend towards outsourcing of maintenance work by
utilities.
The stable outlook presumes the company's operating results will
modestly improve over the next 12 to 18 months and result in
gradually improved credit metrics. It also assumes the company will
carefully balance its leverage with its growth strategy.
The ratings could experience upward pressure if the company
increases its scale and geographic diversification while
maintaining its strong margins, generates positive free cash flow
and reduces its leverage ratio below 4.0x.
Negative rating pressure could develop if deteriorating operating
results, significant debt financed acquisitions or shareholder
dividends result in funds from operations (CF from operations
before working capital changes) declining below 10% of outstanding
debt or the leverage ratio rising above 6.0x. A significant
reduction in borrowing availability or liquidity could also result
in a downgrade.
Headquartered in Seattle, Washington, PrimeLine is a domestically
focused provider of design and engineering services, storm
restoration services and the installation, maintenance and repair
of transmission, substation and distribution infrastructure to
electric utilities. The company generated revenue of approximately
$346M for the trailing 12-month period ended June 30, 2015. First
Reserve is the sponsor of Utility Services Associates.
PWK TIMBERLAND: Names Reinauer as Realtor for 130 Acre Property
---------------------------------------------------------------
The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana approved the motion filed by PWK
Timberland LLC to employ Richman Reinauer as realtor to assist the
Debtor with the proposed sale of approximately 130 acres of real
estate located on Manchester and McCown Rock, Calcasieu Parish,
Louisiana.
Mr. Reinauer will receive a commission of 6% of the sale of the
property.
The Debtor said it is in the best interest of the estate that some
of its property be liquidated in the course of its reorganization.
The funds derived from the sale of this tract of property will be
used to pay the creditors of the estate.
According to the Debtor, it owns approximately 10,533 acres of real
estate scattered across southwestern Louisiana. The Debtor said it
has determined that some of the tracts of land are expendable and
should be liquidated at a time when local prices are at a premium.
About PWK Timberland
Lake Charles, Louisiana-based PWK Timberland LLC sought Chapter 11
protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013.
Gerald J. Casey, Esq., serves as counsel to the Debtor. The Debtor
disclosed $15 million in assets and $1.79 million in liabilities as
of the Chapter 11 filing.
The Debtor has filed a first amended plan of reorganization and
explanatory disclosure statement. A copy of the First Amended
Disclosure Statement dated April 30, 2014, is available for free at
http://bankrupt.com/misc/PWKTIMBERLAND_1stAmdDS.PDF
As reported in the Dec. 11, 2013 edition of the Troubled Company
Reporter, PWK Timberland's Plan provides that all allowed claims
will be satisfied in full. The Plan contemplates (i) that the
unsecured claims of former members are unimpaired; (ii) the Debtor
does not believe there are any general unsecured creditors but if
there are, they will be paid in full on the Effective Date; and
(iii) equity holders agreed to forgo any payments under the plan
until all impaired creditors have been paid in according to the
terms of the Plan.
QUEBECOR WORLD: Quad/Graphics Wins Dismissal of Ex-Worker's Suit
----------------------------------------------------------------
Judge Ronnie Abrams of the United States District Court for the
Southern District of New York granted Quad/Graphics Inc.'s motion
for summary judgment in the lawsuit captioned The case is captioned
JOHN MICHAEL TWOMEY a/k/a SEAN TWOMEY, Plaintiff, v. QUAD/GRAPHICS,
INC., Defendant, NO. 13-CV-1109 (RA)(S.D.N.Y.).
John Twomey is a former employee of Quad, a commercial printer
operating in the United States, Europe, South America, and Asia.
The Plaintiff's employment with Quad followed more than 20 years of
continuous employment by various corporate iterations of a
commercial printing company. Plaintiff began working for Ronald's
Federated Limited in 1985, which changed its name to BCE Publi Tech
sometime between 1986 and 1987, and was acquired by Quebecor, Inc.
in 1988. In or around 2000, after Quebecor acquired World Color
Press, the Plaintiff moved to Buenos Aires, Argentina to assume the
position of Senior Vice President of Latin America and Chief
Administrative Officer in Latin America - or as Plaintiff put it,
the "number two position in Latin America."
The central dispute in this case is the basis for Plaintiff's
termination by Quad on November 9, 2012, and its subsequent
fallout. Quad claimed that the termination was the result of a
"discrete restructuring" of a business unit at the company that
resulted in the terminations of four other employees. The
Plaintiff claimed, however, that he and other employees were
terminated on the basis of their age. The Plaintiff further
contended that after his termination, Quad failed to pay him the
severance to which he was entitled.
A full-text copy of Judge Abram's Opinion and Order dated September
28, 2015, is available at http://is.gd/XjyD3ifrom Leagle.com.
Anna Efimovna Khaldei, Plaintiff, represented by Daniel Joseph
Rothstein, Esq. -- djr@danielrothstein.com -- LAW OFFICE OF DANIEL
J. ROTHSTEIN, P.C., Joshua Hale Abramson, Esq. --
jhabramson@pbnlaw.com -- PORZIO, BROMBERG & NEWMAN, P.C. & Kenneth
R. Meyer, Esq., PORZIO, BROMBERG & NEWMAN, P.C.
Kalman Kaspiev, Defendant, represented by Jennifer Lindsay Jones,
Esq. -- jljones@proskauer.com -- PROSKAUER ROSE LLP, John Moses
Browning, Esq. -- jmb@proskauer.com -- PROSKAUER ROSE LLP &
Margaret Antinori Dale, Esq. -- mad@proskauer.com -- PROSKAUER ROSE
LLP.
About Quebecor World
Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media. It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia. In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.
The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.
Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814). The Chapter 15
case is before Judge James M. Peck. Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.
QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008. The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.
The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case. Ernst & Young Inc. was appointed as
Monitor.
Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152). Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts. The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.
Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns. The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.
QWI was the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.
As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.
On June 30, 2009, Judge Peck and the Honorable Judge Robert
Mongeon of the Quebec Superior Court of Justice, in a joint
hearing, approved the plan of compromise filed by Quebecor World
Inc. and its affiliates in their cases before the Canadian
Companies' Creditors Arrangement Act and the Chapter 11 plan of
reorganization filed by Quebecor World (USA), Inc., and its debtor
affiliates in the U.S. Bankruptcy Court.
On July 21, 2009, Quebecor World Inc. and its affiliated debtors
and debtors-in-possession emerged from protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 11 of
the U.S. Bankruptcy Code. Quebecor World emerged from bankruptcy
as "World Color Press Inc."
QUICKSILVER RESOURCES: Court Approves Dec. 9 Auction for Assets
---------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware, approved proposed auction and bidding
procedures submitted by Quicksilver Resources Inc. and its
affiliated debtors.
The Debtors seek to sell substantially all or a portion of their
assets, which consists of oil and gas leases and associated
assets.
The proposed auction and bidding procedures contain, among others,
these salient terms:
(a) Bid Deadline: Nov. 30, 2015 at 5:00 p.m.
(b) Sale Objection Deadline: Dec. 2, 2015 at 4:00 p.m.
(c) Auction: Dec. 9, 2015 at 10:00 a.m.
(d) Reply Deadline: Dec. 11, 2015 at 12:00 p.m.
(e) Sale Hearing: Dec. 14, 2015 at 10:00 a.m.
Committee's Objection
The Official Committee of Unsecured Creditors contends that a
reorganization plan, rather than a sale of the Debtors' Assets, may
maximize value for the Debtors' estates and their creditors. The
Committee believes that any sales process should proceed on a dual
track with reorganization efforts so that the Debtors are in a
position to emerge expeditiously if a chapter 11 plan proves to be
the value-maximizing path forward.
The Official Committee of Unsecured Creditors 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, DE 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 R. 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
Quicksilver Resources is represented by:
Paul N. Heath, Esq.
Amanda R. Steele, Esq.
Rachel L. Biblo, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Telephone: (302)651-7700
Facsimile: (302)651-7701
E-mail: heath@rlf.com
steele@rlf.com
biblo@rlf.com
- and -
Charles R. Gibbs, Esq.
Sarah Link Schultz, Esq.
Travis A. McRoberts, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
1700 Pacific Avenue, Suite 4100
Dallas, TX 75201
Telephone: (214)969-2800
Facsimile: (214)969-4343
E-mail: cgibbs@akingump.com
sschultz@akingump.com
tmcroberts@akingump.com
- and -
Ashleigh L. Blaylock, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
Robert S. Strauss Building
1333 New Hampshire Avenue, N.W.
Washington, DC 20036-1564
Telephone: (202)887-4000
Facsimile: (202)887-4288
E-mail: blaylocka@akingump.com
About Quicksilver Resources
Quicksilver Resources Inc. 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 is widely recognized as 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 and is listed on the New York Stock Exchange under the
ticker symbol KWK. 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 posted net income of $162 million in 2013
following a net loss of $2.35 billion in 2012. The Company's
balance sheet at Sept. 30, 2014, showed $1.26 billion in total
assets, $2.36 billion in total liabilities and a $1.09 billion
stockholders' deficit.
Quicksilver in February 2015 disclosed it may need to seek
voluntary protection under Chapter 11 of Bankruptcy Code if it
won't be successful in restructuring its indebtedness. This
announcement came after the Company had decided not to make the
approximately $13.6 million interest payment due Feb. 17, 2015, on
its 9.125% senior notes due 2019.
R-GROUP INVESTMENTS: Appeal from Annulment of Stay Dismissed
------------------------------------------------------------
Judge Virginia M. Kendall of the United States District Court for
the Northern District of Illinois, Eastern Division, dismissed as
moot the appeal filed by R-Group Investments, Inc., from the
bankruptcy court's annulment of an automatic stay.
The automatic stay was annulled by the bankruptcy court on October
22, 2014. This validated the Sheriff's sale of R-Group's property
in foreclosure proceedings to 1515 W. Haddon GP2, who later
contracted to transfer the rights to the certificate of sale of the
property to WPA 3 LLC and Corona LLC. The foreclosure proceedings
were pursued by MB Financial Bank, R-Group's creditor who assigned
its rights to Noddah, LLC. The sale was subsequently approved by
the state court on November 7, 2014.
On appeal, Judge Kendall concluded that the bankruptcy court
properly found MB Bank and the other appellees had standing to seek
an annulment of the automatic stay. The judge found that MB Bank
sold the property at the Sheriff's sale while the automatic stay
was in place, and therefore had standing to seek annulment of the
automatic stay as the mortgagee. Judge Kendall further held that
Corona and WP3 can join MB Bank's motion to annul the automatic
stay because only one party needs to have standing for all parties
to have standing.
Judge Kendall also found that R-Group failed to timely move in the
bankruptcy court for a stay of the annulment that would have
prevented the approval of the sale and preserve the issue for
appeal. The judge explained that R-Group's failure to timely move
for a stay moots the appeal because under Section 363(m), the Court
cannot reverse or modify the confirmed Sheriff's Sale. As such,
Judge Kendall concluded that her court has no jurisdiction to
consider R-Group's appeal.
Finally, Judge Kendall also found that the appellees are good faith
purchasers because R-Group failed to fulfill its burden of proving
bad faith on the part of the appellees.
The case is R-GROUP INVESTMENTS, INC., Appellant, v. NODDAH, LLC et
al., Appellees, NO. 14 C 9717 (N.D. Ill.).
A full-text copy of Judge Kendall's September 30, 2015 memorandum
opinion and order is available at http://is.gd/Xajkdsfrom
Leagle.com.
R-Group Investments, Inc. is represented by:
Anthony C. Campanale, Esq.
ANTHONY C. CAMPANALE & ASSOCIATES
19 S La Salle St
Chicago, IL 60603
Tel: (312) 269-5850
Noddah, LLC is represented by:
Mark Emil Leipold, Esq.
Paul W. Carroll, Esq.
GOULD & RATNER
222 North LaSalle Street Suite 800
Chicago, IL 60601
Tel: (312) 236-3003
Fax: (312) 236-3241
Email: mleipold@gouldratner.com
pcarroll@gouldratner.com
WPA 3, LLC is represented by:
Mark J. Rose, Esq.
LAW OFFICES OF MARK J. ROSE
200 West Adams Street Suite 2850
Chicago, IL 60606-5206
Tel: (312) 704-1446
Fax: (312) 704-8233
Email: mjroseesq@aol.com
RAAM GLOBAL: Court Directs Joint Administration of Cases
--------------------------------------------------------
The U.S. Bankruptcy Court Southern District of Texas entered an
order directing the procedural consolidation and joint
administration of the Chapter 11 cases of RAAM Global Energy
Company, Century Exploration New Orleans, LLC, Century Exploration
Houston, LLC, and Century Exploration Resources, LLC. The docket
in Case No. 15-35615 should be consulted for all matters affecting
the case.
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. 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: Establishes Procedures to Protect NOLs
---------------------------------------------------
RAAM Global Energy Company, et al., seek the Bankruptcy Court's
permission to implement procedures intended to (a) protect the
value of their tax attributes, which are valuable assets of their
estates, while providing appropriate latitude for trading of Stock
below specified levels and (b) ensure they have the opportunity to
avail themselves of the more lenient standards with respect to
chapter 11 plan ownership changes.
The Debtors have incurred and expect to continue to incur
significant net operating losses. The Debtors' books and records
indicate that as of Sept. 30, 2015, the Debtors have estimated NOLs
of $112 million and $123 million for federal and state tax
reporting purposes, respectively. In addition, as of Sept. 30,
2015, the Debtors have generated $4.6 million in minimum tax
credits (ATM Credits) for federal tax reporting purposes.
According to the Debtors, Tax Attributes are very valuable assets
because corporations are authorized under the Internal Revenue Code
of 1986, as amended, to (a) carry forward certain tax attributes to
offset taxable income and tax liability, thereby enhancing the
corporation's liquidity in the future and (b) carry forward AMT
Credits indefinitely, thereby reducing future aggregate tax
obligations.
The Debtors relate that their federal NOLs begin expiring in 2029,
and the majority of the Debtors' state NOLs begin expiring after
2023. The Debtors relate their Tax Attributes may be worth as much
as $52 million in potential future tax savings. The Debtors
maintain these potential future tax savings could provide a
significant benefit to their estates and parties-in-interest and
should remain protected while they navigate efficiently through
Chapter 11.
Bradley R. Foxman, Esq., at Vinson & Elkins LLP, counsel to the
Debtors, tells the Court that there is a risk that, as a result of
pre-consummation trading and acquisitions of stock in RAAM, the use
of their Tax Attributes may be permanently impaired. If RAAM were
to undergo an Ownership Change prior to consummation of a chapter
11 plan, such an Ownership Change would effectively eliminate the
ability of the Debtors to use the Tax Attributes, thereby resulting
in a significant loss of value.
Proposed Procedures
Any person or entity who:
(i) is not a Substantial Equity Holder and wishes to purchase
or otherwise acquire Tax Ownership of an amount of Stock
that would cause the person or entity to become a
Substantial Equity Holder;
(ii) is a Substantial Equity Holder and wishes to purchase or
otherwise acquire Tax Ownership of any additional Stock; or
(iii) is a Substantial Equity Holder and wishes to sell or
otherwise dispose of Tax Ownership of any Stock,
must, at least 15 calendar days prior to the consummation of any
such transaction, file a notice with the Court and serve on the
Debtors, their counsel, and counsel for the Committee, if one has
been appointed.
"Substantial Equity Holder" means any person who is or becomes a
Tax Owner of at least 2,764 shares, which represents approximately
4.50% of the issued and outstanding Stock as of the Petition Date.
If the Debtors file written approval of the proposed transaction
with the Court after receipt of a Proposed Stock Transaction
Notice, then the proposed transaction may proceed. If the Debtors
do not file written approval of the proposed transaction with the
Court within 15 calendar days after receipt of a Proposed Stock
Transaction Notice, then the transaction may not be consummated
unless approved by a final and non-appealable order of the Court;
provided, however, the Debtors may subsequently approve the
proposed transaction in writing, in which case a Court order is not
necessary.
Acquisitions and dispositions of Tax Ownership of Stock in
violation of the restrictions and Notification Procedures will be
void ab initio, and the sanction for violating the Notification
Procedures will be reversal of the noncompliant transaction or such
other measures as the Court may consider appropriate.
"The Debtors' ability to meet the requirements of the applicable
tax laws to protect their Tax Attributes may be seriously
jeopardized unless procedures are established to ensure that
certain trading in Stock is either precluded or closely monitored
and made subject to Court approval," Mr. Foxman avers.
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: Files List of 50 Largest Unsecured Creditors
---------------------------------------------------------
RAAM Global Energy Company, et al., filed with the Bankruptcy Court
a consolidated list of their 50 largest unsecured creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Montco Oilfield Trade $852,967
Contractors LLC
PO BOX 850
Galliano, LA 70354
Aqueos Corporation Trade $364,110
101 Millstone Road
Broussard, LA 70518
Island Operating Company, Inc. Trade $274,031
Lock Box
PO Box 27783
Houston, TX 77227-7783
Seacor Liftboats, LLC Trade $175,730
Dishman & Bennett Specialy Co., Inc. Trade $124,094
Exterran Partners Trade $100,806
Merit Oilfield Services Trade $91,129
Anthem Blue Cross & Blue Shield Insurance $83,919
REC Marine Logistics, LLC Trade $71,366
Inland Services, Inc. Trade $64,516
AXIP Energy Services, LP Trade $62,427
Aqua-Tech Services, LLC Trade $61,544
Shelf Workboats, LLC Trade $60,483
Tetra Technologies, Inc. Trade $56,320
Offshore Marine Contractors, Inc. Trade $51,300
Cactus Wellhead, LLC Trade $49,215
Xchem, LLC Trade $48,387
Gulf Wells, Inc. Trade $42,025
John W. Stone Oil Distributer, LLC Trade $40,322
Cardinal Coil Tubing, LLC Trade $36,653
Premium Oilfield Services, LLC Trade $36,545
Quality Energy Services Trade $36,290
Neo Products, LLC Trade $34,000
Tarpon Rentals, Inc. Trade $32,000
Broadwall Mgmt Corp/Lakeway Trade $29,377
Prime Tank, LLC $28,428
AMC Liftboats, Inc. Trade $28,225
Blanchard Contractors, Inc. Trade $28,064
Superior Vacuum Service, LLC Trade $26,370
United Fire & Safety, LLC Trade $24,193
Tiger Tanks, Inc. $24,193
CDM Resource Management, LLC Trade $20,737
United Control Systems Trade $20,161
Mike Baxter Consultant $20,161
Altec, Inc. Trade $16,129
API Control System Solutions, Inc. Trade $16,129
IHS Global, Inc. Contract $16,000
United Vision Logistics Trade $14,797
Stokes & Spiehler Onshore, Inc. Trade $13,000
Pelican Energy Consultans, LLC Trade $12,096
C-Port/Stone, LLC Trade $11,290
Filter Resources, Inc. Trade $11,290
Gulf Coast Chemical, LLC Trade $11,000
Flow Services & Consulting Trade $10,914
Xpress Supply, LLC Trade $10,483
C Sean Protho Consultant $10,483
Vas Gauging, Inc. Trade $9,274
Lahaye Consulting & Management LLC Trade $4,032
Martin Energy Services, LLC Trade $2,361
ACME Truck Line, Inc. Trade $1,431
RAAM GLOBAL: Seeks Joint Administration of Cases
------------------------------------------------
RAAM Global Energy Company, et al., seek an order consolidating the
administration of their bankruptcy cases for procedural purposes
only, under the case number No. 15-35615.
Rule 1015(b) of the Federal Rules of Bankruptcy Procedure provides
for the joint administration of cases involving a debtor and its
affiliates that are pending before the same court. The Debtors
assert they are related. RAAM Global Energy Company is the direct
parent and sole equity interest owner of Century Exploration New
Orleans, LLC, Century Exploration Houston, LLC, and Century
Exploration Resources, LLC.
The Debtors anticipate that notices, applications, motions, other
pleadings, hearings, and orders in the Cases may affect all of
them. The Debtors maintain that joint administration will avoid
unnecessary duplication of identical documents which would be
wasteful of the resources of their estates, as well as the
resources of the Court and of other parties-in-interest.
"Joint administration will permit the Clerk of the Court to use a
single general docket for all of the Cases and to combine notices
to creditors and other parties in interest by ensuring that all
parties in interest will be able to review one docket to stay
apprised of the various matters before the Court regarding all of
the Cases," says Bradley R. Foxman, Esq., at Vinson & Elkins LLP,
counsel for the Debtors.
Moreover, Mr. Foxman maintains, supervision of the administrative
aspects of the Cases by the UST will be simplified.
According to Mr. Foxman, the rights of the Debtors' respective
creditors will not be adversely affected by the proposed joint
administration because the Debtors will continue as separate and
distinct legal entities and will continue to maintain separate
books and records. Each creditor will be required to file a proof
of claim against the applicable estate in which it allegedly has a
claim or right and will retain whatever claims or rights it has
against the particular estate.
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.
Judge Marvin Isgur is assigned to the case.
RAAM GLOBAL: Wants 31-Day Extension to File Schedules
-----------------------------------------------------
RAAM Global Energy Company, et al., ask the Bankruptcy Court to
extend their deadline to file their schedules of assets and
liabilities, current income and expenditures, executory contracts
and unexpired leases, and statements of financial for an additional
31 days.
Pursuant to Bankruptcy Code Section 521 and Rule 1007 of the
Federal Rules of Bankruptcy Procedure, the Debtors are required to
file the Schedules and Statements on or within 14 days from the
Petition Date.
"Due to the size and complexity of the Debtors' businesses and
their pre-petition focus on restructuring their financial affairs,
the Debtors have not yet had a sufficient opportunity to complete
the preparation of the Schedules and Statements and do not
anticipate having the Schedules and Statements ready for filing
within the 14-day period prescribed by Bankruptcy Rule 1007(c),"
according to Bradley R. Foxman, Esq., at Vinson & Elkins LLP,
counsel for the Debtors.
The Debtors said they will continue to work diligently to cooperate
with ongoing information requests from creditors, the UST, and
other parties-in-interest.
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.
REICHHOLD HOLDINGS: Needs Until March 25 to Solicit Plan Votes
--------------------------------------------------------------
Reichhold Holdings US, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to further extend their exclusive plan
filing period until Jan. 26, 2016, and their exclusive solicitation
period until March 25, 2016, in order to allow them to continue to
review and reconcile claims.
On January 12 and 14, 2015, the Court entered orders approving the
sale of substantially all of the Debtors' assets to Reichhold, LLC.
The sale, which is governed by the Second Amended and Restated
Asset Purchase Agreement dated January 12, 2015, closed on April 1,
2015.
On September 15, 2015, the Debtors filed a Chapter 11 Plan of
Liquidation and accompanying Disclosure Statement. The Debtors are
preparing for a hearing, which is set for 11:30 a.m. (EST) on
November 17, 2015, on whether the Court should approve the
disclosure statement. The Debtors, according to David W. Giattino,
Esq., at Cole Schotz P.C., in Wilmington, Delaware, expect to file
an amended disclosure statement and an amended plan of liquidation
before the November Hearing Date.
Mr. Giattino says the extension requested will provide the Debtors
and their advisors with the chance to finalize, confirm, and
implement the terms of a Chapter 11 liquidating plan for the
distribution of assets to creditors.
Norman L. Pernick, Esq., and Marion M. Quirk, Esq., at Cole Schotz
P.C., in Wilmington, Delaware; and Gerald H. Gline, Esq., and
Felice R. Yudkin, Esq., at Cole Schotz P.C., in Hackensack, New
Jersey, also represent the Debtors.
About Reichhold
Founded in 1927, Reichhold, with its world headquarters and
technology center in Durham, North Carolina, is one of the world's
largest manufacturer of unsaturated polyester resins and a leading
supplier of coating resins for the industrial, transportation,
building and construction, marine, consumer and graphic arts
markets. Reichhold -- http://www.Reichhold.com/-- has
manufacturing operations throughout North America, Latin America,
the Middle East, Europe and Asia.
As of June 30, 2014, the Reichhold companies had consolidated
assets of $538 million and liabilities of $631 million.
Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S.
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-12237) on Sept. 30, 2014.
Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and
CDG Group LLC (financial advisor) are representing Reichhold, Inc.
Latham & Watkins LLP (legal advisor) and Moelis & Company
(investment banker) are serving Reichhold Industries, Inc. Logan &
Company is the company's claims and noticing agent. The cases are
assigned to Judge Mary F. Walrath.
The U.S. Trustee for Region 3 appointed seven creditors of
Reichhold Holdings US, Inc. to serve on the official committee of
unsecured creditors.
On April 1, 2015, the U.S. Trustee named three non-union retirees
of Debtors to serve as the official Non-Union Retiree Committee.
Each of the Retiree Committee members is receiving retiree welfare
benefits from one or more of the Debtors.
On April 2, 2015, Reichhold disclosed that the purchase of most of
the assets of the U.S. business was completed. This transaction,
approved by the Delaware Bankruptcy Court on January 12, 2015,
allows Reichhold's U.S. businesses to successfully emerge from
bankruptcy and re-join the rest of the global Reichhold
organization. Concurrent with this purchase, Reichhold completed a
debt-for-equity exchange with a group of investors led by Black
Diamond Capital Management LLC and including J.P. Morgan Investment
Management, Inc., Third Avenue Management LLC, and Simplon Partners
LP.
RELATIVITY MEDIA: Court Declines to Sign Off Revised Financing
--------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that a New York
bankruptcy judge declined on Oct. 22, 2015, to sign off on an
amended financing proposal to fund Relativity Media during its
Chapter 11 restructuring, balking at a late court filing that he
described as "opaque."
U.S. Bankruptcy Judge Michael Wiles said he received the proposed
order for an amended debtor-in-possession financing at 1:35 a.m. on
Oct. 22, mere hours before an 11 a.m. hearing in Manhattan to
consider the amended financing.
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.
RES-CARE INC: S&P Affirms 'BB-' CCR & Revises Outlook to Neg.
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on human services provider Res-Care Inc. and revised
its rating outlook to negative from stable.
S&P's issue-level rating on Res-Care's senior secured credit
facility is 'BB-' with a '4' recovery rating, indicating S&P's
expectation for average (30% to 50%; at the high end of the range)
recovery in the event of default.
"Our outlook revision follows two quarters of weaker-than-expected
operating performance, resulting in slower-than-expected EBITDA
growth and higher-than-expected leverage," said Standard & Poor's
credit analyst Shannan Murphy. Margins have trailed S&P's previous
expectations due to lower-than-expected utilization rates because
of reduced referral volumes in Texas, Kentucky, and Indiana, as
well as higher-than-expected labor costs resulting from greater use
of overtime to maintain staffing levels. Because there are
significant fixed costs associated with the company's residential
business, S&P believes margins could recover quickly if referral
volumes (and consequently, utilization) improve; however, the
timing of any improvement remains uncertain. As a result, S&P has
revised its margin expectations lower for 2015 and 2016.
S&P's negative rating outlook reflects its view that pressures
relating to slower-than-expected growth in occupancy at Res-Care's
group homes and higher labor costs could cause the company to
underperform our 2015 and 2016 base-case forecasts, which call for
leverage to normalize below 4x.
S&P could lower the rating if Res-Care experiences about 100 basis
points of further gross margin deterioration, as this would likely
result in leverage being sustained above 4x and discretionary cash
flow declining to around $35 million for an extended period. In
S&P's view, these measures would be more consistent with 'B+', as
opposed to 'BB-', rated peers.
S&P could revise the outlook back to stable if it gains increased
confidence that Res-Care can maintain or modestly expand its
margins, consistent with S&P's base-case forecast, resulting in
leverage below 4x and discretionary cash flow of around $50 million
over time.
RICHFIELD EQUITIES: Trustee's Bid to Disqualify Butzel Long Denied
------------------------------------------------------------------
Judge Daniel S. Opperman of the United States Bankruptcy Court for
the Easter District of Michigan, Southern Division, Flint, denied
the motion filed by Samuel D. Sweet, Chapter 7 Trustee for
Richfield Equities, LLC, et al., to disqualify Blue Skies Energy's
counsel, Butzel Long, P.C., due to a conflict of interest.
On September 18, 2014, an adversary proceeding was commenced
against BSE by the Chapter 7 trustee. The complaint alleged, among
other counts, the avoidance of a 2011 Landfill Gas Deed executed
between Richfield Landfill and BSE as a fraudulent transfer.
On June 7, 2015, Sweet filed a motion to disqualify Butzel Long as
counsel for BSE, asserting that Butzel Long previously represented
the debtors as far back as 2003 and that there is a likelihood that
Butzel Long obtained confidential information that would be
relevant in the advesary proceeding. However, BSE contended that
the adversary proceeding does not involve the same kind of matters
for which Butzel Long rendered legal services to the debtors.
Judge Opperman found that the present adversary proceeding seeking
to avoid the transfer of gas rights to BSE does not involve "the
same transaction or legal dispute" as any of the environmental
matters for which Butzel Long provided legal services to the
debtors. The judge also held that it is unlikely that Butzel Long
obtained any specific knowledge pertaining to issues in the
adversary proceeding because landfill gas and air issues were
handled almost exclusively in-house or by consultants.
The case is IN RE: RICHFIELD EQUITIES, L.L.C., et al., Chapter 7,
Debtor. SAMUEL D. SWEET, Chapter 7 Trustee, Plaintiff, v. BLUE
SKIES ENERGY, L.L.C., Defendant, CASE NO. 12-33788-DOF, ADVERSARY
PROCEEDING CASE NO. 14-03156-DOF (Bankr. E.D. Mich.).
A full-text copy of Judge Opperman's October 1, 2015 opinion is
available at http://is.gd/P59K1Gfrom Leagle.com.
Richfield Equitiees, L.L.C. is represented by:
Christopher A. Grosman, Esq.
4111 Andover Road West Building, 2nd Floor
Bloomfield Hills, MI 48302
Tel: (248) 644-4840
Fax: (248) 644-1832
Email: cgrosman@carsonfischer.com
Samuel D. Sweet is represented by:
Ryan D. Heilman, Esq.
Adam L. Kochenderfer, Esq.
Anthony J. Kochis, Esq.
Scott A. Wolfson, Esq.
WOLFSON BOLTON PLLC
3150 Livernois Rd #275
Troy, MI 48083
Tel: (248) 247-7100
Email: rheilman@wolfsonbolton.com
akochenderfer@wolfsonbolton.com
akochis@wolfsonbolton.com
swolfson@wolfsonbolton.com
Daniel M. McDermott is represented by:
Claretta Evans, Esq.
211 W Fort St Ste 700
Detroit, MI 48226
Tel: (313) 226-7912
About Richfield Equities
Richfield Equities, L.L.C., Richfield Landfill, Inc., Richfield
Management, L.L.C., and Waste Away Disposal, L.L.C., each filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case Nos. 12-33788 to 12-33791) on
Sept. 18.
Flint, Mich.-based Richfield Equities is a limited liability
company that directly owns 100% of the ownership interests of each
of Richfield Landfill, Richfield Management, and Waste Away
Disposal. Debtors are a vertically-integrated solid waste
collection, transfer, disposal, and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan. The
Debtors' operations include two (2) landfills, two (2) transfer
stations, and collection and hauling operations.
The Debtors' consolidated balance sheet shows that as of April 30,
2012, the Debtors had total assets of approximately $37.1 million
and total liabilities of approximately $41.8 million.
As of the Petition Date, the total outstanding principal amount
owed to Comerica Bank was approximately $18 million plus
contingent reimbursement obligations of $8.3 million under
applications for letters of credit issued by the Bank. The
obligations under the Prepetition Credit Documents are secured by
substantially all of the assets of the Debtors and were guaranteed
by each of Landfill, Management, and Waste Away, as well as other
non-debtor individuals and non-operating entities.
Joseph M. Fischer, Esq., Robert A Weisberg, Esq., and Christopher
A. Grosman, Esq., at Carson Fischer PLC, in Bloomfield Hills,
Michigan, represent the Debtors as counsel. Quarton Partners
serves as their investment banker.
Wolfson Bolton PLLC represents the Official Committee of Unsecured
Creditors of Richfield Equities, L.L.C., et al., as counsel.
Judge Daniel S. Opperman oversees the cases.
The Debtors' cases are jointly administered, for procedural
purposes only, under Case No. 12-33788, which is the case number
assigned to Richfield Equities, L.L.C.
RITE AID: Amends By-Laws to Add New Article
-------------------------------------------
The board of directors of Rite Aid amended Rite Aid's By-Laws by
adopting a new Article VII, Section 5, which reads in its entirety
as follows:
"Article VII, Section 5. Forum for Adjudication of Certain
Disputes. Unless the Corporation consents in writing to the
selection of an alternative forum (an "Alternative Forum
Consent"), the Court of Chancery of the State of Delaware
shall be the sole and exclusive forum for (i) any derivative
action or proceeding brought on behalf of the Corporation,
(ii) any action asserting a claim of breach of a fiduciary duty
owed by any director, officer, stockholder, employee or agent
of the Corporation to the Corporation or the Corporation's
stockholders, (iii) any action asserting a claim against the
Corporation or any director, officer, stockholder, employee or
agent of the Corporation arising out of or relating to any
provision of the General Corporation Law of Delaware or the
Corporation's Certificate of Incorporation or Bylaws, or (iv)
any action asserting a claim against the Corporation or any
director, officer, stockholder, employee or agent of the
Corporation governed by the internal affairs doctrine of the
State of Delaware; provided, however, that, in the event that
the Court of Chancery of the State of Delaware lacks subject
matter jurisdiction over any such action or proceeding, the
sole and exclusive forum for such action or proceeding shall
be another state or federal court located within the State of
Delaware, in each such case, unless the Court of Chancery (or
such other state or federal court located within the State of
Delaware, as applicable) has dismissed a prior action by the
same plaintiff asserting the same claims because such court
lacked personal jurisdiction over an indispensable party named
as a defendant therein. Failure to enforce the foregoing
provisions would cause the Corporation irreparable harm and
the Corporation shall be entitled to equitable relief,
including injunctive relief and specific performance, to
enforce the foregoing provisions. Any person or entity
purchasing or otherwise acquiring any interest in shares of
capital stock of the Corporation shall be deemed to have
notice of and consented to the provisions of this Section 5 of
Article VII. If any action the subject matter of which is
within the scope of this Section 5 of Article VII is filed in
a court other than the Court of Chancery of the State of
Delaware (or any other state or federal court located within
the State of Delaware, as applicable) (a "Foreign Action") by
or in the name of any stockholder, such stockholder shall be
deemed to have consented to (i) the personal jurisdiction of
the Court of Chancery of the State of Delaware (or such other
state or federal court located within the State of Delaware,
as applicable) in connection with any action brought in any
such court to enforce this Section 5 of Article VII and (ii)
having service of process made upon such stockholder in any
such action by service upon such stockholder's counsel in the
Foreign Action as agent for such stockholder. The existence
of any prior Alternative Forum Consent shall not act as a
waiver of the Corporation's ongoing consent right as set forth
above in this Section 5 of Article VII with respect to any
current or future actions or claims."
About Rite Aid Corp.
Rite Aid is a drugstore chain with 4,570 stores in 31 states and
the District of Columbia.
The Company disclosed in its annual report for the year ended
Feb. 28, 2015, that it is highly leveraged. Its substantial
indebtedness could limit cash flow available for its operations and
could adversely affect its ability to service debt or obtain
additional financing if necessary.
As of Aug. 29, 2015, the Company had $11.97 billion in total
assets, $11.5 billion in total liabilities and $430 million in
total stockholders' equity
* * *
In March 2015, Moody's Investor Service confirmed its 'B2'
Corporate Family Rating of Rite Aid. The confirmation reflects
Moody's expectation that Rite Aid will maintain debt to EBITDA
below 7.0 times after closing the acquisition of Envision
Pharmaceutical Holdings, Inc.
As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings
Services said it raised its ratings on Rite Aid, including the
corporate credit rating, which S&P raised to 'B' from 'B-'.
In April 2014, Fitch Ratings upgraded its ratings on Rite Aid,
including its Issuer Default Rating to 'B' from 'B-'. The upgrades
reflect the material improvement in the company's operating
performance, credit metrics and liquidity profile over the past 24
months.
RITE AID: Fitch Puts 'B' Issuer Default Rating on Watch Positive
----------------------------------------------------------------
Fitch Ratings has placed its ratings on Rite Aid Corporation on
Rating Watch Positive. This action follows the announcement by
Walgreens Boots Alliance, Inc. (Nasdaq: WBA) that it will acquire
all outstanding shares of Rite Aid, for $9.00 per share in cash,
for a total enterprise value of approximately $17.2 billion,
including acquired net debt. This values Rite Aid at 11.5x its
projected 2015 pro forma EBITDA of approximately $1.5 billion,
including a full year of results from its recent acquisition of
Envision Pharmaceutical Services (EnvisionRx).
WBA will finance the deal with existing cash, new debt issuance and
assumption of existing Rite Aid debt. The acquisition is expected
to close in second half 2016, subject to approval by Rite Aid
shareholders and antitrust regulators.
Fitch currently rates Rite Aid's long-term Issuer Default Rating
(IDR) 'B'. As of Aug. 29, 2015, Rite Aid had $7.5 billion of debt
outstanding.
KEY RATING DRIVERS
The merger will solidify WBA's dominant position in the U.S. retail
prescription market with a combined sales base of $115 billion on
approximately 13,000 stores and the #1 retail prescription share at
25%-26%, prior to any potential FTC-mandated closings or
divestitures. There are about 13 states, primarily California and
the East Coast, where WBA and Rite Aid have sizeable overlap that
could raise antitrust concerns. The FTC has historically looked at
competition within a two-mile operating radius in the drugstore
space to determine store closings. Barring a significant number of
store divestitures, Fitch expects that even with FTC mandated store
closings in certain markets, WBA could capture or transfer some of
the prescription volume of any closed stores (unless they are
acquired by other retailers), mitigating some of the impact.
The Rating Watch Positive reflects a projected decline in financial
leverage for the combined entity relative to standalone Rite Aid.
On a pro forma basis, Fitch expects adjusted debt/EBITDAR for the
combined company to be in 4.6x-4.8x range in 2015 (and 4.3x-4.5x
including $1 billion in synergies) assuming a mainly debt financed
deal (refinancing and assumption of Rite Aid's existing debt).
This compares to 6.0x for Rite Aid on a stand-alone basis with a
full year of EnvisionRx results.
Based on preliminary projections, Fitch expects that leverage could
improve to the low-4x range within 24 months post the closing of
the transaction, based on WBA's underlying EBITDA growth and the
realization of $1 billion in synergies, but excluding any debt
repayment. This would be representative of a low investment grade
rating.
Rite Aid's operating metrics still significantly lag its larger
peers, with average weekly prescriptions per store of 1,260 and
EBITDA margin of 5.1%, versus Walgreen's retail EBITDA margin of
approximately 6.5%-7% and CVS Caremark's retail EBITDA margin of
11.5%-12%, before corporate costs. However, Rite Aid's loyalty
card program and remodeling activity have helped stabilize
prescription volume and have resulted in modest front-end growth.
Post-acquisition, Fitch expects Rite Aid's store base, currently at
around 4,600 stores, to benefit from significant capital
investment, which has been a major constraint given its highly
levered balance sheet. Merger related risks include lower than
expected improvement in Rite Aid's sales and profitability and
systems related integration issues.
KEY ASSUMPTIONS
Fitch's key assumptions assuming that the deal closes in the second
half of 2016:
-- Adjusted debt/EBITDAR for the combined company to be in
4.6x-4.8x range in 2015 (and 4.3x-4.5x including $1 billion
in synergies) assuming a mainly debt financed deal
(refinancing and assumption of Rite Aid's existing debt).
This compares to 6.0x for Rite Aid on a stand-alone basis
with a full year of EnvisionRx results.
-- Leverage improves to the low-4x range within 24 months post
the closing of the transaction, based on WBA's underlying
EBITDA growth and the realization of $1 billion in
synergies, but excluding any debt repayment.
Fitch's key assumptions for Rite Aid on a standalone basis:
-- Rite Aid's EBITDA before the contribution from EnvisionRx is
expected to be sustainable at $1.3 billion over the
intermediate term, with same store sales growth of 2% to 3%.
-- EnvisionRx is projected to have 2015 calendar year revenues
of approximately $5 billion and EBITDA in a range of $150 to
$160 million. Fitch expects EBITDA from this business could
potentially double over the next five years on additional
contract wins and growth in its specialty business (from a
low base currently).
-- Fitch expects FCF to be in the $300 million range in fiscal
2016 and $200 million thereafter. The EnvisionRx
acquisition is expected to be FCF neutral in the first year
but should be FCF positive thereafter in line with EBITDA
growth.
RATING SENSITIVITIES
Fitch would expect to upgrade Rite Aid's existing debt to the low
'BBB' category assuming the merger closes as contemplated and there
are no material changes to Fitch's expectations. If the merger is
terminated, future developments that may, individually or
collectively, lead to a positive rating action includes Rite Aid
sustaining positive comparable store sales and EBITDA in the $1.5
billion range or better, enabling to company to further reduce debt
and reducing adjusted debt/EBITDAR towards the mid-5.0x range.
A negative rating action for Rite Aid on a standalone basis could
result from deteriorating sales and profitability trends that take
leading to negative FCF and leverage to over 7.0x.
LIQUIDITY - for Rite Aid on a Standalone Basis
At Aug. 29, 2015, liquidity was $1.4 billion, comprised of $153
million in cash and $1.2 billion availability on the $3.7 billion
revolver.
Rite Aid has maintained liquidity in the $950 million to
$1.3 billion range for the past three years. Fitch expects FCF,
net of capex of $525 million, to be approximately $350 million
after taking into account $70 million related to the acquisition of
Health Dialog and RediClinic in fiscal 2015. Fitch expects FCF to
be in the $300 million range in fiscal 2016 and $200 million
thereafter. Fitch expects the EnvisionRx acquisition to be FCF
neutral in the first year (with project interest expense of $130
million and capex of $20 million largely offsetting the $150
million to $160 million projected 2015 EBITDA) but should be FCF
positive thereafter in line with EBITDA growth.
RECOVERY CONSIDERATIONS - for Rite Aid on a Standalone Basis
The issue ratings shown are derived from the IDR and the relevant
Recovery Rating. Fitch's recovery analysis assumes distressed
enterprise value of approximately $6.0 billion on Rite Aid's
existing inventory, receivables, prescription files and owned real
estate.
The $3.7 billion revolving credit facility due January 2020 has a
first lien on the company's cash, accounts receivable, investment
property, inventory, and script lists, and is guaranteed by Rite
Aid's subsidiaries. This gives them outstanding recovery prospects
(91%-100%) that support their 'BB/RR1' rating. The senior secured
credit facility requires the company to maintain a minimum fixed
charge coverage ratio of 1.0x only if availability on the revolving
credit facility is less than $175 million at any time.
The $970 million in Tranche 1 and Tranche 2 term loans have a
second lien on the same collateral as the revolver and term loans
and are guaranteed by Rite Aid's subsidiaries. These are also
expected to have outstanding recovery prospects and are rated
'BB/RR1'.
The $3.5 billion guaranteed unsecured notes are expected to have
average recovery prospects (31%-50%) and are therefore rated
'B/RR4'. The $423 million unsecured non-guaranteed notes are
assumed to have poor recovery prospects (0%-10%) in a distressed
scenario.
FULL LIST OF RATING ACTIONS
Fitch has placed these ratings for Rite Aid on Rating Watch
Positive:
Rite Aid Corporation
-- IDR 'B';
-- Secured revolving credit facility 'BB/RR1';
-- Second lien senior secured term loans 'BB/RR1';
-- Guaranteed senior unsecured notes 'B/RR4';
-- Non-guaranteed senior unsecured notes 'CCC+/RR6'.
ROADRUNNER GROCERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Roadrunner Grocers, Inc.
P.O. Box 4148
Quartzsite, AZ 85346
Case No.: 15-13816
Chapter 11 Petition Date: October 28, 2015
Court: United States Bankruptcy Court
District of Arizona (Yuma)
Judge: Hon. Scott H. Gan
Debtor's Counsel: Thomas H. Allen, Esq.
ALLEN MAGUIRE & BARNES, PLC
Viad Corporate Center
1850 N. Central Ave., #1150
Phoenix, AZ 85004
Tel: 602-256-6000
Fax: 602-252-4712
Email: tallen@ambazlaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Steven D. Poole, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
ROBERT CEPHAS: Ponzi Schemer Gets Lighter Sentence after Win
------------------------------------------------------------
Kurt Orzeck at Bankruptcy Law360 reported that a California federal
judge has resentenced a Ponzi schemer to roughly 10 years in prison
and ordered him to pay $8.9 million, after the Ninth Circuit ruled
that the judge had previously overreached in his use of sentencing
enhancements.
U.S. District Judge John A. Mendez on Oct. 20, cut his previous
sentence for defendant Robert Cephas Brown Jr. -- who was convicted
in 2012 of tax evasion and bankruptcy fraud -- by about 5-1/2 years
after the defendant appealed to the Ninth Circuit.
ROSETTA GENOMICS: Annual General Meeting Set for Dec. 3
-------------------------------------------------------
An annual general meeting of shareholders of Rosetta Genomics Ltd.
will be held at the offices of the Company at 10 Plaut St.,
Rehovot, Israel on Dec. 3, 2015, at 10:00 am (ET). The agenda of
the meeting will be as follows:
1. Approval of the re-election of Dr. David Sidransky to serve
as a Class II director of the Company for a three year term
commencing on the date of his election at the Annual Meeting
and until the Annual General Meeting of the Company's
shareholders to be held in 2018 in accordance with the
Company's Articles of Association;
2. If Item 1 on the agenda of the Annual Meeting is approved,
approval effective as of the date of the Annual Meeting, in
accordance with Section 273(a) of the Israeli Companies,
Law, 5759-1999 of a grant to Dr. David Sidransky of an
option to purchase up to 24,000 of the Company's ordinary
shares, nominal (par) value NIS 0.6 each;
3. Approval of the re-election of Mr. Joshua Rosensweig to
serve as a Class II director of the Company for a three year
term commencing on the date of his election at the Annual
Meeting and until the Annual General Meeting of the
Company's shareholders to be held in 2018 in accordance with
the Company's Articles of Association;
4. Approval of the re-appointment of Kost, Forer, Gabbay &
Kasierer, a member firm of Ernst & Young Global, as the
Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2015, and until the next
Annual Meeting, and to authorize the Audit committee and the
Board of Directors of the Company to determine the
remuneration of KFGK in accordance with the volume and
nature of their services;
5. Approval of the addition of 500,000 Ordinary Shares to the
shares authorized for issuance under the Company's 2006
Employee Incentive Plan (Global Share Incentive Plan (2006)
so that the total number of Ordinary Shares authorized for
issuance under the GSIP will equal 2,303,739; and
6. Approval effective as of the date of the Annual Meeting, in
accordance with Section 272(c1)(1) of Companies Law of an
amendment to the employment terms for Mr. Ken Berlin, the
chief executive officer of the Company.
7. Approval, in accordance with Section 272(c1)(1) of the
Companies Law, to grant Mr. Ken Berlin, the chief executive
officer of the Company, (i) an option to purchase up to
220,000 of the Company's Ordinary Shares, at an exercise
price per share equal to the closing price on the date of
the approval of such a grant by the shareholders, with 25%
of the grant vesting at the first anniversary of the grant
and then in equal installments each quarter during the next
two years (altogether the vesting period shall be three
years), unless it expires earlier in accordance with the
terms of the Company's GSIP, and (ii) 45,000 Restricted
Stock Units, which will vest one year after the approval of
the grant by the shareholders. The options and RSUs are
granted and otherwise subject to the same terms and
conditions as applicable to options and RSUs granted under
the GSIP, and will be added to the GSIP independently of the
addition proposed in Item 4 of the meeting's agenda;
8. Approval of an increase of the Company's registered
(authorized) share capital and the corresponding amendment to
the Articles, all as described in the accompanying proxy
statement; and
9. To discuss the Consolidated Financial Statements of the
Company for the fiscal year ended Dec. 31, 2014.
About Rosetta
Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs. MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies. The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.
Rosetta Genomics reported a loss from continuing operations of
$14.5 million on $1.32 million for the year ended Dec. 31, 2014, a
loss from continuing operations of $13.2 million in 2013 and a loss
from continuing operations of $10.69 million in 2012.
As of 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.
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.
SAINT MICHAEL'S: Taps Prime Clerk as Administrative Advisor
-----------------------------------------------------------
Saint Michael's Medical Center Inc. and its debtor-affiliates ask
the Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey for permission to employ Prime Clerk LLC as
their administrative advisor.
The firm will:
a) assist with, among other things, solicitation, balloting
and tabulation of votes, and prepare any related reports, as
required in support of confirmation of a chapter 11 plan, and in
connection with such services, process requests for documents from
parties in interest, including, if applicable, brokerage firms,
bank back offices and institutional holders;
b) prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
d) manage and coordinate any distributions pursuant to a
chapter 11 plan; and
e) provide such other processing, solicitation, balloting and other
administrative services described in the Prime Clerk Agreement, but
not included in the Section 156(c) Application, as may be requested
from time to time by the Debtors, the Court or the clerk's office.
The Debtors tell the Court that the fees the firm will charge in
connection with the Section 327 Services are set forth in the Prime
Clerk Agreement, which also provides for reimbursement of expenses.
The Debtors say they respectfully submit that Prime Clerk's rates
are competitive and comparable to the rates of its competitors for
performing similar services. Furthermore, the Debtors believe that
Prime Clerk's rates are reasonable given the quality of Prime
Clerk's work and its bankruptcy expertise.
Michael J. Frishberg, co-president and chief operating officer of
Prime Clerk, assures the Court that Prime Clerk is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Saint Michael's Medical Center
Saint Michael's Medical Center, Inc., was incorporated in 2008 to
acquire St. Michael's Medical Center and 2 other now defunct
hospitals (Saint James Hospital and Columbus Hospital) was acquired
from Cathedral Healthcare System Inc., a New Jersey nonprofit.
SMMC is a second tier subsidiary of Trinity Health Corporation.
The immediate sole corporate member of SMMC is Maxis Health System,
a Pennsylvania not-for-profit corporation.
Established by the Franciscan Sisters of the Poor in 1867, St.
Michael's Medical Center is a 357- bed licensed regional
tertiary-care, teaching, and research center in the heart of
Newark, New Jersey's business and educational district and is
accredited by The Joint Commission.
On Aug. 10, 2015, SMMC Inc. and three affiliated debtors each filed
a voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
New Jersey. The cases are pending before the Honorable Vincent F.
Papalia, and the Debtors have requested that their cases be jointly
administered under Case No. 15-24999.
The Debtors tapped Cole Schotz P.C. as bankruptcy counsel;
EisnerAmper LLP as financial advisor; and Prime Clerk LLC as claims
and noticing agent.
SMMC estimated $100 million to $500 million in assets and debt.
United States Trustee Region 3, notified the United States
Bankruptcy Court for the District of New Jersey of the appointment
of Susan N. Goodman, RN JD, as patient care ombudsman in the
Chapter 11 case of Saint Michael's Medical Center, Inc., and its
debtor affiliates.
U.S. trustee for Region 3, appointed seven creditors of Saint
Michael's Medical Center Inc. and its affiliates to serve on the
official committee of unsecured creditors. Andrew H. Sherman,
Esq., Boris I. Mankovetskiy, Esq., and Lucas F. Hammonds, Esq., at
Sills Cummis & Gross PC, represent the Committee
SAPPHIRE ROAD: Seeks Reconsideration of Dallas' Stay Relief
-----------------------------------------------------------
Sapphire Road Development, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Texas, Dallas Division, to reconsider its
order granting the City of Dallas relief from the automatic stay.
The Debtor was formed for the purpose of managing and constructing
a real estate development project on an approximately eight acre
tract located across from the Regional U.S. Veteran's Hospital on
Lancaster Road at 4500 S. Lancaster Street in Dallas, Texas. The
City of Dallas entered into an economic development loan agreement
with the Debtor to acquire real property for the Project in the
area adjacent to the U.S. Veterans Hospital in Dallas, Texas. This
loan agreement advanced $2,000,000 for the acquisition of property
and included costs for demolition and clearing. The advance was
secured by the acquired parcels of property under a recorded Deed
of Trust. The loan amount was increased several times until it
reached $4.4 million. The modified loan agreement was secured by a
Real Estate Lien Note.
The Debtor sought additional funds for the actual construction of
the improvements, either through additional advances from the City
or by applications for financing through federal low income housing
programs, and was able to obtain a conditional commitment from the
City, and loans from the Texas Department of Housing and Community
Affairs ("TDHCA") and the Department of Housing and Urban
Development ("HUD") approximating $25 million. The final execution
for the TDHCA and HUD loans were delayed as poor publicity towards
the project were compounded with the City's efforts to remove
Debtor's principal from the Project, which removal is also achieved
in the Plan. As a result, the City posted the Project Site for
foreclosure set for June 2, 2015, which compelled the Debtor to
file this Chapter 11 bankruptcy. The City then sought and obtained
automatic stay relief from the Court.
The Debtor contends that its appraisal of the project site,
currently "as-is," values the property at $5,994,000. The Debtor
further contends that to that extent, the City remains oversecured
and the Debtor's equity is approximately $1.5 million. The Debtor
further contends that its Plan, that was filed before the 90 day
deadline, contained firm commitments from ITEX Group, LLC as the
third party financier of the Project to cure all financial
defaults, which include certain liens for mowing. From the
Debtor's perspective, the Debtor has firm and binding commitments
for the financing necessary to initiate and complete construction
on the improvements of the Project Site, and the City is not being
compelled to advance additional funds from its over-secured
position. The loan agreements are executory contracts that are
fully assumable, and Debtor views the disputes with respect to
alleged defaults on completion of construction as immaterial timing
defaults which will be cured by assumption of the executory
contracts and provision of requisite cures and assurances.
City of Dallas' Opposition
The City of Dallas asserts that the Debtor did not offer and the
Court did not admit any evidence from the Debtor at the hearing on
the City's Motion. The City of Dallas tells the Court that it
objects to the entry of any evidence at the hearing on the Debtor's
Motion that the Debtor cannot clearly establish that it did not
have in its control at the time of the original hearing on
September 1, 2015. The City of Dallas notes that Local Bankruptcy
Rule 4001-1(e)(1) sets forth that evidence at preliminary hearings
will be by affidavit only absent compelling circumstances. The
City of Dallas asserts that the Debtor did not offer any affidavits
into evidence and did not assert any compelling circumstances and
therefore, it objects to any evidence outside that contained in the
exhibits which the City offered and the Court admitted.
Sapphire Road is represented by:
Kevin S. Wiley, Sr., Esq.
THE WILEY GROUP, PLLC
325 N. St. Paul St., Suite 2750
Dallas, Texas 75201
Telephone: (469)619-5721
Facsimile: (469)619-5725
E-mail: KEVIN.WILEYSR@TX.RR.COM
The City of Dallas is represented by:
Mark Baggett, Esq.
Peter Haskel, Esq.
Kyle Paur, Esq.
OFFICE OF THE CITY ATTORNEY
CITY OF DALLAS, TEXAS
1500 Marilla 7BN
Dallas, Texas 75201
Telephone: (214)670-3519
Facsimile: (214)670-0622
About Sapphire Road
Sapphire Road Development, LLC, owner of a block of land at South
Lancaster Road in Dallas, intended to be a housing, office and
retail project called Patriots Crossing, commenced a Chapter 11
bankruptcy case (Bankr. N.D. Tex. Case No. 15-32376) in Dallas on
June 1, 2015. The Debtor tapped The Wiley Law Group, PLLC, as
counsel.
The Debtor has a plan of reorganization that contemplates the
completion of the development of its real estate project in
Dallas,
Texas, and the transfer of 100% of the ownership to ITEX Group,
LLC. Development will be initiated by ITEX's investment and/or
identification, coordination, and closing of required funds for
the
development on the property.
SAPPHIRE ROAD: Wants City of Dallas Held in Contempt
----------------------------------------------------
Sapphire Road Development, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Texas, Dallas Division, to declare the
City of Dallas in contempt for violating the automatic stay by its
actions of withholding funds from the Debtor's affiliates in
obvious retaliation for the Debtor's filings.
Kevin S. Wiley, Sr., at The Wiley Law Group, PLLC, in Dallas,
Texas, tells the Court that the Debtor wrote the City of Dallas,
with respect to a proposal to resolve a dispute regarding the hold
that the City of Dallas had ostensibly placed on one of its
affiliates, Neighborhood Builders Community Development Corporation
("NBCD"). The Debtor alleges that a hold on release of real estate
liens secured by completed affordable housing by the City of Dallas
was placed due to the fact that the Debtor had scheduled a claim
for improper set-off with respect to an overpayment made by the
City of Dallas to the Debtor. The Debtor contends that the City of
Dallas has failed to respond at all to the proposal, and continues
to refuse to release liens held against the property of NBCD. The
Debtor asserts that the obstinate refusal of the City of Dallas to
respond is due to the intention of the City of Dallas to retaliate
against the Debtor for its filing and that such retaliation, albeit
not affecting property of the estate, is an indirect violation of
the automatic stay.
Sapphire Road Development is represented by:
Kevin S. Wiley, Sr., Esq.
THE WILEY GROUP, PLLC
325 N. St. Paul St., Suite 2750
Dallas, Texas 75201
Telephone: (469)619-5721
Facsimile: (469)619-5725
E-mail: KEVIN.WILEYSR@TX.RR.COM
About Sapphire Road Development
Sapphire Road Development, LLC, owner of a block of land at South
Lancaster Road in Dallas, intended to be a housing, office and
retail project called Patriots Crossing, commenced a Chapter 11
bankruptcy case (Bankr. N.D. Tex. Case No. 15-32376) in Dallas on
June 1, 2015. The Debtor tapped The Wiley Law Group, PLLC, as
counsel.
The Debtor has a plan of reorganization that contemplates the
completion of the development of its real estate project in
Dallas,
Texas, and the transfer of 100% of the ownership to ITEX Group,
LLC. Development will be initiated by ITEX's investment and/or
identification, coordination, and closing of required funds for
the
development on the property.
SHEARER'S FOODS: Moody's Rates $225MM Incremental Term Loan 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Shearer's Foods,
LLC's proposed $225 million incremental term loan. At the same
time, Moody's revised the rating outlook to stable from negative
and affirmed the B2 Corporate Family Rating ("CFR").
Shearer's Foods announced that it will issue $225 million of
incremental first lien term loan debt, a $42.5 million subordinated
holding company sellers note, and an undisclosed amount of new
equity to fund the previously announced acquisition of the Barrel
O' Fun businesses from KLN Enterprises, Inc. Shearer's will also
increase its ABL revolving credit facility to $125 million from $75
million.
"The stable outlook revision reflects an improvement in credit
quality pro forma for the acquisition of the Barrel O' Fun
business", said Dominick D'Ascoli, a Vice President at Moody's.
Acquisition of Barrel O' Fun expands the geographical reach of
Shearer's snack food business into the southwest and upper mid-west
portions of the U.S. Historically Shearer's has had difficulty
being competitive in these areas due to the cost of shipping its
snack products from facilities that are not near these geographic
areas. In addition, customer concentration will be reduced upon
completion of the acquisition. Pro forma sales to the company's top
two customers accounted for 34% of revenue for the twelve months
ended June 27, 2015 compared to 44% for Shearer's stand alone.
Moody's estimates that pro forma debt to EBITDA of 6.6 times at
fiscal year-end September 2015 will decline to 6.0 times by fiscal
year-end 2016 due to a combination of debt repayment from
internally generated cash and EBITDA growth from new business.
Ratings Assigned:
-- $225 million senior secured first lien incremental term loan
at B1 (LGD 3)
Ratings Affirmed:
-- Corporate Family Rating at B2
-- Probability of Default Rating at B2-PD
-- Senior secured first lien term loan at B1 (LGD 3)
-- 9% Senior secured first lien notes due November 2019 at B1
(LGD 3)
-- Senior secured second lien term loan at Caa1 (LGD 5)
The outlook on all ratings is stable.
RATINGS RATIONALE
The B2 CFR reflects the company's high degree of financial
leverage, significant customer concentration, relatively small
scale, and low profitability. These negative credit factors are
somewhat offset by the company's leading position as a producer of
private label chips and crackers and cookies. The rating also
reflects the company's good liquidity.
The ratings could be downgraded if Shearer's maintains debt to
EBITDA at or above 6.5 times, if EBITA margins decline, or if
liquidity weakens. Other debt financed acquisitions or shareholder
returns while leverage remains above 6 times would also likely
result in a downgrade.
The ratings could be upgraded if Shearer's generates sustained
sales and profit growth, EBITA margins approach 10%, leverage is
sustained below 5.0 times and the company demonstrates a commitment
to maintaining a conservative financial policy.
Headquartered in Massillon, Ohio, Shearer's is a leading private
label and contract manufacturer of food such as kettle chips,
potato chips, tortilla chips, and cookies and crackers. Shearer's
is majority owned by Ontario Teachers' Pension Plan. Revenue was
$0.9 billion for the twelve months ended June 27, 2015.
The Barrel O' Fun businesses provide private label and contact
manufacturing services to the U.S. snack food industry from three
facilities located in Minnesota, Arizona, and Pennsylvania. Barrel
O' Fun manufactures kettle chips, potato chips, tortilla chips,
cheese puffs and curls, popcorn, pretzels, and other snacks.
Revenue was approximately $0.3 billion for the twelve months ending
September 5, 2015.
SHEARER'S FOODS: S&P Affirms 'B' CCR, Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Massillon, Ohio-based Shearer's Foods LLC. The
outlook is stable.
At the same time, S&P affirmed its 'B' issue-level ratings on the
company's senior secured facilities, which include the now $515
million ($513 million outstanding; previously $290 million) senior
secured first-lien term loan maturing in 2021 and $235 million of
senior secured notes due 2019. The recovery ratings remain '3',
indicating S&P's expectations for meaningful (50% to 70%, in the
upper end of the range) recovery in the event of a payment default.
Proceeds from the incremental term loan, combined with new equity,
will be used to fund the acquisition of Barrel O' Fun.
S&P's issue-level rating on the company's existing $225 million
second-lien senior secured term loan maturing in 2022 remains
'CCC+'. The recovery ratings remain '6', indicating S&P's
expectations for negligible (0% to 10%) recovery in the event of a
payment default.
Pro forma for the proposed debt issuance and acquisition, S&P
estimates the company will have $1.8 billion in adjusted debt
outstanding, which includes 100% debt treatment of the company's
preferred stock.
The ratings affirmation reflects Standard & Poor's expectation that
the company's leverage pro forma for the acquisition of Barrel O'
Fun will be under 11x including preferred stock (7x excluding
preferred stock) during the next 12 to 24 months, which is
consistent with S&P's previous expectations for the company. "The
increase in debt is significant, but is offset by our expectation
for EBITDA expansion from operating leverage, packaging synergies,
and the contribution of the higher-margin Barrel O' Fun business,"
said Standard & Poor's credit analyst Amanda Cusumano.
The outlook is stable, reflecting Standard & Poor's expectation
that Shearer's operating performance will improve modestly pro
forma for the acquisition of arrel O' Fun. S&P expects the company
will be able to improve cash flows and apply some excess cash flow
toward debt reduction. S&P also expects the company will maintain
cash interest coverage over 2x and that debt leverage will likely
remain above 5x, given the company's significant debt obligations
and majority ownership by financial sponsors.
STANDARD REGISTER: Plan Solicitation Period Extended to March 7
---------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware gave SRC Liquidation Company, f/k/a The
Standard Register Company, et al., until Jan. 6, 2016, to file a
plan and until March 7, 2016, to solicit acceptances of that plan.
As previously reported by The Troubled Company Reporter, on Sept.
18, 2015, the Debtors filed the Chapter 11 Plan of Liquidation for
SRC Liquidation Company and its Affiliates, and on Sept. 21, 2015,
the Court entered an order approving, among other things, certain
solicitation procedures for the Plan and scheduling a combined
hearing for November 19, 2015, on the adequacy of the disclosure
statement and confirmation of the Plan. On September 22, 2015, the
Debtors filed the First Amended Chapter 11 Plan and corresponding
conformed Disclosure Statement.
Although the Amended Plan has been filed and the Debtors will seek
its confirmation at the Combined Hearing, the Debtors seek the
extension requested to preserve their exclusivity in the event that
the Amended Plan is not confirmed and unexpected issues or
objections arise in connection therewith, Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware, told the Court.
About Standard Register
Standard Register provides market-specific insights and a
compelling portfolio of workflow, content and analytics solutions
to address the changing business landscape in healthcare,
financial services, manufacturing and retail markets. The Company
has operations in all U.S. states and Puerto Rico, and currently
employs 3,500 full-time employees and 16 part-time employees.
The Standard Register Company and 10 affiliated debtors sought
Chapter 11 protection in Delaware on March 12, 2015, with plans to
launch a sale process where its largest secured lender would serve
as stalking horse bidder in an auction.
The cases are pending before the Honorable Judge Brendan L.
Shannon and are jointly administered under Case No. 15-10541.
The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young
Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery &
Transformation Services U.S., LLC, as restructuring advisors; and
Prime Clerk LLC as claims agent.
The Official Committee of Unsecured Creditors tapped Lowenstein
Sandler LLP as its counsel and Jefferies LLC as its exclusive
investment banker.
STELLAR BIOTECHNOLOGIES: CEO Issues Corporate Update
----------------------------------------------------
Stellar Biotechnologies, Inc., issued a corporate update from its
president, chief executive officer, and chairman Frank Oakes.
Stellar Biotechnologies is working at the crossroads of two
important global trends -- the exploration of immunotherapy as a
potential game-changing treatment of serious diseases, and an
integrated approach to the conservation and sustainable development
of the oceans' essential resources.
As a biotechnology company and leading KLH manufacturer, we are
focused on the commercial expansion of Stellar KLH products in
immunotherapy and the clinical advancement of KLH-based
immunotherapies against cancer, immune disorders, Alzheimer’s
disease, and inflammatory diseases.
As a public company, we are committed to transforming these
commercial and clinical objectives into value for our
shareholders.
On behalf of the hard-working team at Stellar Biotechnologies, I am
proud to recap the Company's recent milestones and the advantageous
position we believe we are building on the forefront of
immunotherapy development.
Collaboration and Supply Agreements:
Through our collaboration and supply agreements, Stellar KLH is now
a key ingredient in clinical-stage immunotherapies targeting
metastatic breast cancer, ovarian cancer, Alzheimer's disease,
lupus, and Crohn's disease.
We believe our corporate relationships reinforce the role of KLH as
a carrier molecule in immunotherapy treatments, and serve as
examples of Stellar's KLH business driving clinical and commercial
milestones. Recent events related to our partners' programs
include:
Update on Collaboration with Amaran Biotechnology
Stellar and Amaran Biotechnology, Inc. have completed all primary
objectives of our collaboration to develop methods for the
manufacture of OBI-822 immunotherapy, the flagship product of OBI
Pharma, Inc., a publicly-traded Taiwan biotech company. Stellar
KLH is the immune-stimulating carrier molecule in OBI-822 which is
currently in a late-stage multinational clinical trial for the
treatment of metastatic breast cancer.
The next stage of our collaboration will involve scale-up and
optimization of processes to commercial manufacturing levels, to
support OBI Pharma's planned global Phase III trial and potential
future market launch.
OBI Pharma reports that enrollment for the OBI-822 Phase II/III
breast cancer trial is complete and they expect topline results to
be announced by March 2016. OBI-822 is also in a
physician-initiated Phase II clinical trial in Taiwan for the
treatment of ovarian cancer with recruitment expected to be
completed by the end of this year.
Neovacs S.A. Expanded Agreement and Clinical Progress
In April 2015, we executed an expanded supply agreement with our
long-time customer Neovacs S.A. Stellar KLH is a component of
Neovacs' Kinoid technology, and the carrier molecule in their lead
product candidate IFNα-Kinoid, an active immunotherapy being
developed for the treatment of systemic lupus erythematosus.
The new agreement is intended to ensure continued supply of Stellar
KLH to Neovacs during its Kinoid clinical trials and to support the
potential commercial roll-out of Neovacs' IFNα-Kinoid.
Neovacs has publicly reported two important milestones related to
IFNα-Kinoid for lupus: They presented promising extended
follow-up data from the Phase I/IIa clinical trial and announced
that enrollment has begun in the Phase IIb trial. Neovacs reported
that the first centers of the Phase IIb trial are now up and
running, with more centers planned to open over the remainder of
the year, which Neovacs expects will accelerate the recruitment for
the study.
KLH Aquaculture and Expansion Plans:
Ostiones Guerrero SA de CV Collaboration
In July 2015, Stellar entered into a collaboration with Ostiones
Guerrero SA de CV to secure an exclusive, strategic site in Baja
California, Mexico for the development of an additional aquaculture
locale and expansion of Stellar KLH production to meet the
increasing needs of our customers.
This collaboration has far-reaching, positive implications for
Stellar. We expect demand for reliable sources of KLH to grow,
both from our existing partners and the broader biotech industry,
as the clinical use of novel immunotherapies increases. We believe
this collaboration with Ostiones Guerrero will better position
Stellar to accelerate its production strategy to accommodate the
anticipated growth in the industry.
Company Milestones:
Reverse Stock Split and Proposed NASDAQ Uplisting
On Sept. 2, 2015, Stellar executed a reverse stock split which
consolidated the Company's issued and outstanding common shares on
the basis of one (1) post-consolidated common shares for every 10
pre-consolidated shares.
The Company has filed an application to have its common shares
approved for trading on the NASDAQ Capital Market. The reverse
stock split is intended to fulfill one of the quantitative
requirements for becoming a NASDAQ-listed company.
We believe that the proposed uplisting to NASDAQ offers a number of
advantages including the opportunity to increase liquidity for our
shareholders and to increase Stellar's visibility in the broader
investment community and with institutional investors.
However, there can be no assurance that NASDAQ will approve the
Company's application or, if the Company's stock is uplisted, that
the Company will be able to maintain minimum listing requirements.
New Research:
Stellar's commitment to innovation is focused on developing new
KLH-related technologies. For instance, we know that there are
important differences between forms and preparations of KLH. We
have R&D programs working to leverage those differences into
potential products, such as functional assays to help developers
identify the appropriate form of KLH for their drug and disease
target.
In May 2015, we presented a poster at the Annual Meeting of the
American Association of Immunologists (AAI) entitled "Measuring the
Properties of Different Forms of Keyhole Limpet Hemocyanin (KLH)
Reveals Important Differences." The poster reported on certain
results from our research which showed significant differences in
the efficiency of various types of KLH to elicit immune responses.
This data reinforces our assay development program. You can find
the full poster here: Poster
Expansion of Online Communication:
In May, we expanded our online corporate communications channels to
include Twitter, Facebook and Google+/YouTube. Stellar's corporate
website www.StellarBiotech.com will continue to be the primary
channel for shareholder communications, but we are now using these
additional channels to communicate educational content and
information about our technology and industry.
In addition to the Baja California, Mexico press conference video,
here is another example of recent information we shared via our new
online channels:
The United Nations in September announced seventeen Global Goals
for Sustainable Development. We were excited to see that Goal #14
is "Life Below Water;" a pledge on the part of world leaders to
"conserve and sustainably use the oceans, seas and marine resources
for sustainable development."
Sustainable development is a cornerstone of Stellar's corporate
mission and we are gratified that the U.N. has made it a global
initiative as well. We have focused fifteen years on the
advancement of aquaculture science for the protection of the Giant
Keyhole Limpet, with the goal of ensuring sustainable manufacture
of KLH to meet the needs of the KLH-based immunotherapy drugs now
in clinical trials around the world.
We hope that you join us in our commitment to the U.N.'s Goal #14
and visit us at one or more of our social media channels.
We are positioning our business to lead in the long-term supply of
KLH. Our Stellar KLHâ„¢ products are in multiple, clinical-stage
immunotherapies, and there is a pipeline of additional therapies
that will need KLH as they move through development and potentially
to market. We look forward to the prospect of tapping those market
opportunities and I am confident in the Stellar team to do so.
Thank you for this opportunity to represent our team's hard work
and their enthusiasm, and for your continuing support of Stellar
Biotechnologies, Inc.
About Stellar
Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations. The Company markets KLH and suKLH formulations to
customers in the United States and Europe.
KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.
Stellar Biotechnologies reported a net loss of $8.43 million for
the year ended Aug. 31, 2014, a net loss of $14.5 million for the
year ended Aug. 31, 2013, and a net loss of $5.52 million for the
year ended Aug. 31, 2012.
As of June 30, 2015, the Company had $11.2 million in total assets,
$1.7 million in total liabilities and $9.4 million in total
shareholders' equity.
SUN BANCORP: Reports Net Income of $3.16 Million in Third Quarter
-----------------------------------------------------------------
Sun Bancorp, Inc., reported net income available to common
shareholders of $3.16 million on $17.6 million of total interest
income for the three months ended Sept. 30, 2015, compared to a net
loss available to common shareholders of $825,000 on $22.0 million
of total interest income for the same period in 2014.
For the nine months ended Sept. 30, 2015, the Company reported net
income available to common shareholders of $8.76 million on $53.0
million of total interest income compared to a net loss available
to common shareholders of $27.0 million on $70.4 million of total
interest income for the same period a year ago.
As of Sept. 30, 2015, the Company had $2.28 billion in total
assets, $2.03 billion in total liabilities and $255 million in
total shareholders' equity.
"Since last year, our goal has been to fundamentally rebuild the
company by eliminating excessive operating complexity, outsized
operating expenses and volatile credit risk. Our stated ambition
was to bring the Company to profitability in 2015," said Thomas M.
O'Brien, president & CEO. "As a result of the successful execution
of our strategy, the Company has achieved profitability in each
quarter of 2015 with year to date net income of $8.8 million. The
results of the third quarter demonstrate our continued momentum in
achieving the successful turnaround of the Company. The successful
execution of our strategy could not have been achieved without the
commitment and dedication of our employees, management and our
board. As a direct result of these combined efforts, I can report
that our aggressive restructuring was completed on or ahead of
schedule and budget. With the comprehensive restructuring now
fully implemented, we will focus our energy on further efficiency
enhancements and growing revenue with the goal of building net
income so that we achieve even stronger earnings from both a
quality and quantity perspective."
A copy of the press release is available for free at:
http://is.gd/975DgE
About Sun Bancorp. Inc.
Sun Bancorp, Inc.is a bank holding company headquartered in Mount
Laurel, New Jersey. Its primary subsidiary is Sun National Bank, a
community bank serving customers throughout New Jersey. Sun
National Bank -- http://www.sunnationalbank.com/-- is an Equal
Housing Lender and its deposits are insured up to the legal maximum
by the Federal Deposit Insurance Corporation (FDIC).
On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.
Sun Bancorp reported a net loss available to common shareholders of
$29.8 million in 2014, a net loss available to common shareholders
of $9.94 million in 2013, and a net loss available to common
shareholders of $50.49 million in 2012.
SUNTECH AMERICA: Panel, Solyndra Object to Plan Filing Extension
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will hold a
hearing on Oct. 30, 2015 at 1:00 p.m. (EDT) to consider the request
of the Official Committee of Unsecured Creditors for Suntech
America Inc. and its debtor-affiliates to deny the Debtors' motion
to further extend their exclusive periods to file a Chapter 11 plan
and solicit acceptances of that plan until Jan. 7, 2016, and March
9, 2016, respectively. Objections, if any, were due Oct. 19.
According to the Committee, plan exclusivity is not an unfettered
right. Exclusivity instead must be continuously earned by a debtor
through progress in prosecuting a chapter 11 case in a manner that
is in the best interest of all creditors. The Debtors, however,
have not made meaningful progress implementing a plan term sheet
reached with key creditors months ago. It is time to give
unsecured creditors an opportunity to prosecute their own plan, the
Committee said.
The Committee further said these chapter 11 cases are not overly
complex. When the cases commenced on Jan. 22, 2015, the Debtors'
solar panel business already had ceased operating. The Debtors'
tangible assets were sold pursuant to a section 363 bankruptcy sale
that concluded in early May 2015. The Debtors' remaining assets,
consisting of cash, are to be distributed to creditors under a
liquidating plan. The Debtors have no secured debt. Aside from
administrative and priority tax claims that will need to be
satisfied under any plan, the Debtors' general unsecured creditors
are the only class of creditors with a stake in these chapter 11
cases, and will constitute the only impaired class with the right
to vote on a plan, the Committee added.
The Committee noted it is in a better position than the Debtors'
chief restructuring officer, Robert Moon, to preserve value for
unsecured creditors. Mr. Moon is charged with overseeing the
Debtors' restructuring efforts, a function that may be compromised
by his role as an officer to one of the Debtors' non-debtor
affiliates that filed proofs of claim in these cases in excess of
$16 million. Under the proposed plan term sheet, the Debtors'
ultimate parent, Suntech Power Holdings Co., Ltd., has agreed to
cause these other non-debtor affiliates to waive their claims
against the Debtors in exchange for a distribution and other
consideration. The Committee agreed in principle to that after a
cost/benefit analysis and with the expectation the Debtors would
promptly move forward with prosecuting the plan, the Committee
noted.
The Committee said, unfortunately, the Debtors have made little
progress in prosecuting a plan, a situation the estates' unsecured
creditors can ill-afford given the mounting administrative expenses
in these cases. The remedy for the Debtors' inability to conclude
these chapter 11 cases is to permit the plan's sole beneficiaries
-- the unsecured creditors -- to prosecute a plan.
Todd Neilson, Trustee of the Solyndra Residual Trust, also objected
to the Debtors' extension bid. Mr. Neilson said he agrees with the
Committee that the Debtors cannot carry their burden to show that
"cause" exists to extend the exclusivity period; the Debtors'
inaction should not be rewarded to the detriment of unsecured
creditors; and denying the second exclusivity motion is more likely
to move these cases forward than granting it will. Most
significantly, this is a liquidating case where nearly all the
assets have been reduced to cash, there is no operating business to
preserve and protect and the Debtors cannot confirm a plan over the
objection of the members of Committee, including the Solyndra
Residual Trust, which holds the largest asserted claim against the
Debtors' estates.
About Suntech America
Suntech America, Inc., and Suntech Arizona, Inc. filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case Nos. 15-10054 and
15-10056) on Jan. 12, 2015. Judge Christopher S. Sontchi presides
over the case.
Mark D. Collins, Esq., Paul Noble Heath, Esq., William A.
Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton &
Finger, P.A., serve as the Debtors' bankruptcy counsel. Upshot
Services LLC is the Debtors' claims and noticing agent.
The Debtors estimated their assets at between $100 million and $500
million, and their debts at between $100 million and $500 million.
Headquartered in San Francisco, California, Suntech America, aka
Suntech Power, an affiliate of Wuxi, China-based Suntech Power
Holdings Corp., was the main operating subsidiary of the Suntech
Group in the Americas and its primary business purpose was acting
as an intermediary for marketing, selling and distributing Suntech
Group manufactured products.
T-MOBILE USA: S&P Affirms 'BB' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating and '1' recovery rating to Bellevue, Wash.-based wireless
service provider T-Mobile U.S. Inc.'s proposed $1 billion senior
secured term loan B due 2022. The '1' recovery rating indicates
S&P's expectation for very high (90%-100%) recovery in the event of
payment default. The term loan will be issued at its wholly-owned
subsidiary T-Mobile USA Inc.
S&P believes the company will use net proceeds from the term loan
to partially fund the acquisition of spectrum in the upcoming
broadcast incentive auction, currently slated for March 29, 2016,
or for private spectrum transactions.
T-Mobile has publicly stated that it could raise up to $10 billion
of new debt using a combination of secured and unsecured debt for
spectrum acquisitions. As a result, S&P believes that leverage
could rise to the low- to mid-4x area in 2016, which is still
supportive of S&P's "aggressive" financial risk assessment and the
'BB' corporate credit rating, from its base-case forecast of the
mid-3x area by year-end 2015.
There is also no change to S&P's 'BB' issue-level rating on the
company's senior unsecured debt. While S&P expects T-Mobile to add
secured debt to capital structure as part of its financing plans,
S&P believes the funding mix will be balanced in such a way that
maintains recovery prospects for unsecured creditors above 50%,
which is S&P's threshold for the current '3' recovery rating.
RATINGS LIST
T-Mobile U.S. Inc.
Corporate Credit Rating BB/Stable/--
Senior Unsecured BB
Recovery Rating 3H
New Rating
T-Mobile USA Inc.
$1 billion term loan B due 2022
Senior Secured BBB-
Recovery Rating 1
TERRAFORM GLOBAL: S&P Assigns 'B+' CCR, Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to TerraForm Global Inc. (GLBL). The
outlook is stable.
At the same time, Standard & Poor's assigned its 'BB' issue-level
rating to subsidiary TerraForm Global Operating LLC's $485 million
senior secured revolving credit facility. The recovery rating is
'1', indicating that lenders can expect very high (90%-100%)
recovery if a default occurs. S&P also assigned its 'B+'
issue-level rating to the company's $810 million senior unsecured
notes due 2022. The recovery rating is '3', indicating that
lenders can expect meaningful (50%-70%; in the upper half of the
range) recovery if a default occurs.
"Our 'B+' corporate credit rating on GLBL reflects its significant
exposure to emerging market regulatory risk in the renewable power
markets, management's limited experience operating in these
jurisdictions, and an aggressive growth profile that entails
execution risk," said Standard & Poor's credit analyst Nora
Pickens.
These weaknesses are only partially offset by good geographic and
operational diversity; S&P's expectation for stable cash flow
generation from long-term, fee-based offtake contracts; and a
moderate level of debt at the holding company. Moderate dependence
on upstream dividends from assets with structurally senior
project-level debt and the "yieldco" structure, which gives
management strong incentive to pay out most available free cash
flow to investors after maintenance capital spending also weighs on
the rating.
Apart from a reassessment of SunEdison's group credit profile, S&P
could lower the ratings on GLBL if underlying businesses perform
well below expectations, the company begins to assume more
significant merchant price risk, or if credit measures weaken such
that debt to EBITDA rises above 4.5x.
S&P could raise its ratings if the company increases scale,
establishes a track record of disciplined growth, and maintains
debt to EBITDA below 3.5x for a sustained period.
THORNTON & CO: Court Authority Required for Inventory Sales
-----------------------------------------------------------
Judge Ann M. Nevins of the United States Bankruptcy Court for the
District of Connecticut, Hartford Division, sustained, in part, the
Official Committee of Unsecured Creditors' objection to Thornton &
Co.'s motion for preliminary and final orders authorizing use of
cash collateral and providing adequate protection to secured
creditors.
Thornton & Co. proposed a cash collateral budget under which it
would continue to collect outstanding accounts receivable and sell
its remaining inventory while paying its operating and professional
expenses. It also proposed to completely repay all of People's
United Bank's ("PUB") remaining $16,757,000.00 pre-petition secured
claim by December 25, 2015.
Judge Nevins stated that Thornton & Co.'s Cash Collateral Motion
proposes a course of action that will liquidate substantially all
of its assets for the benefit of a single secured creditor. The
judge held that allowing the liquidation to proceed based only on a
court order authorizing the use of cash collateral pursuant to
Section 363(c)(2) -- rather than an order premised on a liquidation
out of the ordinary course under Section 363(b)(1) -- would amount
to a court-sanctioned liquidation without the procedural
protections of the chapter 11 plan approval process. Judge Nevins
held that Thornton & Co. must seek and obtain bankruptcy court
authority before continuing its inventory sales pursuant to 11
U.S.C. Section 363(b)(1).
The case is In Re: THORNTON & CO., Chapter 11, Debtor, CASE NO.
15-21416 (AMN) (Bankr. D. Conn.).
A full-text copy of Judge Nevins' October 2, 2015 ruling is
available at http://is.gd/pE1leMfrom Leagle.com.
Thornton & Co., Inc. is represented by:
Jonathan Kaplan, Esq.
PULLMAN & COMLEY, LLC
90 State House Square
Hartford, CT 06103-3702
Tel: (860) 424-4300
Fax: (860) 424-4370
Email: jkaplan@pullcom.com
-- and --
Nicholas W. Quesenberry, Esq.
Kenneth Rosenthal, Esq.
Jeffrey M. Sklarz, Esq.
GREEN & SKLARZ LLC
700 State St, Ste 100
New Have, CT 06511
Tel: (203) 285-8545
Email: nquesenberry@gs-lawfirm.com
krosenthal@gs-lawfirm.com
jsklarz@gs-lawfirm.com
U.S. Trustee is represented by:
Abigail Hausberg, Esq.
Steven E. Mackey, Esq.
Kim L. McCabe, Esq.
OFFICE OF THE U.S. TRUSTEE
Giamo Federal Building
150 Court Street Room 302
New Haven, CT 06510
Tel: (203) 773-2210
Fax: (203) 773-2217
Official Committee of Unsecured Creditors is represented by:
Jon P. Newton, Esq.
Agnieszka Romanowska, Esq.
REID AND RIEGE PC
One Financial Plaza, 21st Floor
Hartford, CT 06103
Tel: (860) 278-1150
Fax: (860) 240-1002
Email: jnewton@rrlawpc.com
aromanoska@rrlawpc.com
About Thornton & Co.
Thornton & Co., Inc. is an international distributor, trader and
wholesaler of plastic resins, providing a full offering of
polyethylene and polypropylene products. J. Paul Thornton, Jr.
founded TCI in 1994. As of Aug. 1, 2015, TCI had 20 employees,
consisting of 12 people at its Southington, Connecticut
headquarters, and 8 sales representatives who work in various
locations.
Thornton & Co. sought Chapter 11 protection (Bankr. D. Conn. Case
No. 15-21416) on Aug. 10, 2015, in Hartford, Connecticut. Judge
Ann M. Nevins presides over the case.
The Debtor estimated $10 million to $50 million in assets and
debt.
The Debtor has tapped Green & Sklarz LLC as counsel, and Gordian
Group as financial advisor.
The U.S. trustee overseeing the Debtor's Chapter 11 case appointed
five creditors to serve on the official committee of unsecured
creditors. The creditors are Formosa Plastics Corp., Equistar
Chemicals LP, Westlake Longview Corp., Celanese Performance
Polymers and Sunteck Transport Co., Inc. The committee is
represented by Reid & Riege P.C.
THORNTON & CO: Court Permits Sale of Inventory
----------------------------------------------
Thornton & Co., Inc., sought and obtained from Judge Ann M. Nevins
of the U.S. Bankruptcy Court for the District of Connecticut,
approval to sell inventory outside the ordinary course of business,
free and clear of liens and other interests.
The Debtor tells the Court that to continue its operations, it
requires the ability to sell its existing inventory. The Debtor
further tells the Court that it continues to sell plastic resin to
various customers from inventory held in warehouses around the
country, as it did prior to the Petition Date. The Debtor relates
that once the inventory is sold, the sale becomes an account
receivable that the Debtor collects. The Debtor further relates
that it can sell its inventory for a substantially higher price
than what would be obtained in a liquidation because of its
knowledge of its customers and the marketplace. The Debtor
contends that if it does not continue to sell its inventory, costs
of carrying the inventory will increase due to additional storage
and insurance costs.
People's United's Limited Objection
People's United Bank, N.A. ("PUB"), contends that any order
granting the Sale Motion should expressly provide that (i) any
liens, claims and interests in the Debtor's inventory will attach
to the proceeds of the sale, (ii) the Debtor's sale of its
inventory is conditioned on the Debtor's continued use of cash
collateral pursuant to an acceptable budget and providing adequate
protection to PUB, and (iii) proceeds of such sales are payable to
PUB.
PUB tells the Court that while the Sale Motion indicates that any
liens on the Debtor's inventory will attach to the sale proceeds,
similar language is missing in the proposed order submitted with
the Sale Motion. PUB further tells the Court that while it does
not object to the Debtor's sale of its inventory, the Debtor's sale
of its inventory must be in connection with the continued use of
cash collateral pursuant to an order and budget providing for the
adequate protection of PUB and its interests in the Debtor's
collateral. PUB relates that it also objects to the Sale Motion to
the extent that the sale proceeds of the Debtor's inventory are not
immediately paid over to PUB for application against the Debtor's
obligations under their Note and Loan Agreement.
Committee's Objection
The Official Committee of Unsecured Creditors of Thornton & Co.,
Inc. contends that the Debtor provides no information in the Sale
Motion as to the method of sale, the amount of inventory to be
sold, prices, or expected aggregate consideration. It further
contends that it is impossible from what is provided in the Sale
Motion for the Court or creditors to make any judgment as to
whether what the Debtor proposes will maximize value and benefit
for the estate.
The Court held that the Sale Motion and other documents were served
on all creditors of the estate, described the property to be sold
as "inventory," disclosed that the method of sale is to be "in
accordance with its customary prepetition business practices," and
provided the date and time the Court would hold a hearing to
consider the Sale Motion. The Court further held that the Sale
Motion also outlines the context of the inventory sales, explaining
that the Debtor intends to continue to sell inventory and collect
its accounts receivable even though the Debtor is not acquiring new
inventory. The Court contends that the Debtor's proposed sales are
not out of the ordinary on a discrete transaction-by-transaction
basis because the Debtor is not selling its inventory at a
significant discount, in bulk, or in any other manner that differs
significantly from its prepetition practice. The Court further
contends that except for the Debtor's payment of PUB's prepetition
secured claim and its undisclosed cessation of much of its business
activity, the Debtor's inventory sales would be within the ordinary
course of business, and not subject to the notice requirements of
11 U.S.C. Section 363(b)(1).
The Court authorized the Debtor to resume sales of its inventory
free and clear of liens, with any and all liens of prepetition
creditors attaching to the proceeds of the inventory having the
same validity, priority and extend that such liens enjoyed
pre-petition, on the same general terms and conditions the Debtor
employed pre-petition for such inventory sales.
The Court scheduled a continued hearing on the use of cash
collateral on Nov. 5, 2015 at 1:00 p.m., at which time, the Debtor
is directed to report to the Court the status of inventory sales
and the Debtor's expectation respecting the timing of filing a
chapter 11 plan of reorganization. The Court directed the Debtor
to file a proposed budget for the continued use of cash collateral
no later than 5:00 p.m. on Oct. 30, 2015.
The Court directed the Debtor to continue its cash collateral use
on the same general terms and conditions in existence on Sept. 25,
2015, through Oct. 21, 2015.
Thornton & Co. is represented by:
Jeffrey M. Sklarz, Esq.
Nicholas W. Quesenberry, Esq.
GREEN & SKLARZ LLC
700 State Street, Suite 100
New Haven, CT 06511
Telephone: (203)285-8545
Facsimile: (203)823-4546
E-mail: jsklarz@gs-lawfirm.com
nquesenberry@gs-lawfirm.com
People's United Bank is represented by:
Scott Rosen, Esq.
COHN BIRNBAUM & SHEA P.C.
100 Pearl Street, 12th Floor
Hartford, CT 06103
Telephone: (860)493-2200
Facsimile: (860)727-0361
E-mail: srosen@cbshealaw.com
- and -
James C. Fox, Esq.
Brendan C. Recupero, Esq.
RUBERTO, ISRAEL & WEINER, P.C.
255 State Street, 7th Floor
Boston, MA 02109
Telephone: (617)742-4200
Facsimile: (617)742-2355
E-mail: jcf@riw.com
bcr@riw.com
The Creditors Committee is represented by:
Eric Henzy, Esq.
Jon P. Newton, Esq.
Angieszka Romanowska, Esq.
REID AND RIEGE, P.C.
One Financial Plaza
Hartford, CT 06103
Telephone: (860)278-1150
Facsimile: (860)240-1002
E-mail: ehenzy@rrlawpc.com
jnewton@rrlawpc.com
aromanowska@rrlawpc.com
About Thornton & Co.
Thornton & Co., Inc. is an international distributor, trader and
wholesaler of plastic resins, providing a full offering of
polyethylene and polypropylene products. J. Paul Thornton, Jr.
founded TCI in 1994. As of Aug. 1, 2015, TCI had 20 employees,
consisting of 12 people at its Southington, Connecticut
headquarters, and 8 sales representatives who work in various
locations.
Thornton & Co. sought Chapter 11 protection (Bankr. D. Conn. Case
No. 15-21416) on Aug. 10, 2015, in Hartford, Connecticut. Judge
Ann M. Nevins presides over the case.
The Debtor estimated $10 million to $50 million in assets and
debt.
The Debtor has tapped Green & Sklarz LLC as counsel, and Gordian
Group as financial advisor.
THORNTON & CO: Seeks Equitable Subordination of PUB's Claim
-----------------------------------------------------------
Thornton & Co., Inc., in an adversary proceeding, asks the U.S.
Bankruptcy Court for the District of Connecticut, Hartford Division
(1) for the surcharge of People's United Bank's ("PUB") secured
position; (2) for the partial subordination of PUB's claim in the
amount of no less than $5 million; and (3) to sustain the Debtor's
objection to PUB's claim and the reduction of PUB's "allowed claim"
by no less than $5 million.
PUB is the Debtor's primary secured lender. On January 2015, the
Debtor came under financial pressure and had to sell inventory on
hand at a significant loss. At the recommendation of PUB, the
Debtor retained Tactical Solutions to assess the Debtor's operating
and financial situation and to develop a plan, the key goals of
which were to (i) improve near-term liquidity and (ii) alleviate
customer and supplier concerns regarding the Debtor's long-term
viability. Based on the advice of Tactical, the Debtor and its
principals agreed to a number of amendments and forbearance
arrangements that included equity infusions, personal guarantees of
the Debtor's line of credit and the posting of certain collateral
("Old Plan"). The Old Plan also required three of the Debtor's
largest product suppliers to agree to a $3 million payment
deferment on their outstanding accounts payable. The forbearance
agreement was executed on June 26, 2015. The Debtor retained
investment banker, Gordian Group LLC, to explore capital
markets-based solutions, including but not limited to a sale of the
company (or its assets), new investment and a refinancing of PUB to
resolve the Debtor's financial issues. The Debtor relates that
such potential capital markets solutions were not pursued at that
time because PUB refused to provide Gordian, as an investment
banker, with a commercially reasonable "carve out," stating that
the Debtor should just follow the plan developed by Tactical and
that retention of an investment banker was not needed. The Debtor
further relates that because the Old Plan did not contemplate the
supplier response, the Debtor was able to sell just 26 million
pounds of resin combined in June and July, well below its 2014
monthly average of 22 million pounds. The Debtor contends that to
generate break even cash flow, the Debtor must sell approximately
20 million pounds of product per month. The Debtor further
contends that the Old Plan assumed just 19 million, meaning the
Debtor would have negative EBITDA and be unable to recover. The
Debtor asserts that during this time, PUB greatly restricted the
Debtor's cash flow, disabling it from being able to restock
inventory. The Debtor further asserts that the plan developed by
Tactical was destined to fail and it gave PUB the opportunity to
push the Debtor into liquidation. The Debtor tells the Court that
it requested Gordian to act as its financial advisor and develop a
plan that would pay off all creditors while, at the same time,
rebuild its inventory and recapitalize the company.
The Debtor relates that the new plan ("New Plan") developed by
Gordian provided a long-term resolution for the Debtor and all of
its creditors. The Debtor further relates that working with PUB,
the New Plan would have permitted the Debtor to get back on solid
footing with its supplier base, rebuild inventory and purchasing
and return to profitability by the fourth quarter of 2015. The
Debtor contends that deferred vendor debt of $3 million would have
been paid in full by the end of 2016, together with significant pay
down on PUB's over-advanced debt and a marked improvement in its
collateral position. It further contends that PUB rejected the New
Plan because it did not suit PUB's own interests to liquidate the
Debtor's assets as quickly as possible. The Debtor adds that it
elected to resolve its financial affairs in an orderly fashion
under the protection of Chapter 11 for the benefit of all
creditors.
The Debtor accuses PUB of disrupting the Debtor's business
operations, by undertaking efforts that unnecessarily increased
PUB's debt and ultimately led to the need for the instant
bankruptcy filing. The Debtor contends that PUB placed the Debtor
in its asset based lending group and insisted on placing the Debtor
on a daily borrowing base reporting mechanism, which led to an
almost immediate problem with the Debtor being out of formula under
the LOC requirements. The Debtor further contends that despite
protest, PUB would not modify its borrowing base reporting
requirements to better meet the requirements of the Debtor's
industry.
The Debtor tells the Court that in late July or early August, PUB
communicated with a competitor of the Debtor, Ravago, SA
("Ravago"), concerning purchasing some or all of the Debtor's
assets. The Debtor further tells the Court that PUB shared the
Debtor's confidential financial information with Ravago, including
inventory lists, customer lists and other materials, without the
permission of the Debtor and without obtaining a nondisclosure
agreement. The Debtor contends that Ravago used what it learned
from PUB to disseminate information to the marketplace that the
Debtor "was filing chapter 7" and would be going out of business.
Ravago's communications led to confusion in the marketplace and,
most significantly, to customers cancelling existing orders, and a
view that the Debtor could not deliver product resulting in yet
additional lost orders. The Debtor further contends that PUB also
refused to allow the payment of critical vendors throughout June,
July and early August. The Debtor asserts that as a result of
PUB's aforementioned misconduct, the Debtor was disabled from
soliciting new sales, as it could not procure inventory for sale
from suppliers.
Surcharge of PUB's Secured Position
The Debtor tells the Court that the benefit to PUB under an orderly
liquidation is more than $6 million. It further tells the Court
that the amounts charged for the services, through orderly
liquidation, are reasonable and that the expenses will be incurred
primarily for PUB. The Debtor adds that the services to be charged
have and/or will render a direct, quantifiable benefit to PUB as
depicted in the Orderly Liquidation Model, with respect to the
value of its secured claim.
Equitable Subordination of PUB Claim
The Debtor tells the Court that PUB acted inequitably in tortiously
interfering with the Debtor's business, violating its covenant of
good faith and fair dealing, for disseminating confidential
financial material, spreading false information to the marketplace,
and acting against its own best interest, to wit: by refusing to
allow the Debtor to complete sales to customers thereby reducing
PUB's collateral interest in the Debtor's asserts. The Debtor
further tells the Court that PUB's conduct was improper,
inequitable and caused injury to the Debtor, its estate and other
creditors as part of PUB's effort to obtain and/or confer an unfair
advantage for itself.
Objection to Claim and Secured Status of PUB
The Debtor tells the Court that PUB may claim an amount is due from
the Debtor that exceeds the sum that is actually due and owing, as
set forth on the Debtor's books and records. The Debtor further
tells the Court that PUB has engaged in inequitable and improper
conduct that has caused damage to the Debtor, its Estate and other
creditors, and said offsets further reduce any amount that is due
and owing to PUB. The Debtor contends that PUB's claim of debt is
excessive and improper and subject to reduction.
It asserts that any claim submitted by PUB should be reduced to the
amount actually due, less offsets and other reductions that are
just and proper.
Thornton & Co. is represented by:
Jeffrey M. Sklarz, Esq.
Nicholas W. Quesenberry, Esq.
GREEN & SKLARZ LLC
700 State Street, Suite 100
New Haven, CT 06511
Telephone: (203)285-8545
Facsimile: (203)823-4546
E-mail: jsklarz@gs-lawfirm.com
nquesenberry@gs-lawfirm.com
About Thornton & Co.
Thornton & Co., Inc., is an international distributor, trader and
wholesaler of plastic resins, providing a full offering of
polyethylene and polypropylene products. J. Paul Thornton, Jr.
founded TCI in 1994. As of Aug. 1, 2015, TCI had 20 employees,
consisting of 12 people at its Southington, Connecticut
headquarters, and 8 sales representatives who work in various
locations.
Thornton & Co. sought Chapter 11 protection (Bankr. D. Conn. Case
No. 15-21416) on Aug. 10, 2015, in Hartford, Connecticut. Judge
Ann M. Nevins presides over the case.
The Debtor estimated $10 million to $50 million in assets and
debt.
The Debtor has tapped Green & Sklarz LLC as counsel, and Gordian
Group as financial advisor.
THORNTON & CO: Weekly Payments to PUB to be Reduced by $353K
------------------------------------------------------------
Thornton & Company, Inc., asks the U.S. Bankruptcy Court for the
District of Connecticut, Hartford Division, to amend the Court's
Interim Cash Collateral Order.
The Debtor relates that it has agreed with the Prepetition Lender,
People's United Bank ("PUB") to clarify certain language in the
Interim Cash Collateral Order to allow for the Debtor to retain
$353,000 of the weekly cash flow surplus in order to have
sufficient cash on hand to pay the subsequent week's operating
expenses should budgeted collections fall short of the projections
set forth in the budget attached to the Interim Cash Collateral
Order. The Debtor contends that the Interim Cash Collateral Order
must be amended in order to reduce the amount that the Debtor would
otherwise be required to pay PUB on a weekly basis.
Thornton & Co. is represented by:
Jeffrey M. Sklarz, Esq.
Nicholas W. Quesenberry, Esq.
GREEN & SKLARZ LLC
700 State Street, Suite 100
New Haven, CT 06511
Telephone: (203)285-8545
Facsimile: (203)823-4546
E-mail: jsklarz@gs-lawfirm.com
nquesenberry@gs-lawfirm.com
About Thornton & Co.
Thornton & Co., Inc. is an international distributor, trader and
wholesaler of plastic resins, providing a full offering of
polyethylene and polypropylene products. J. Paul Thornton, Jr.
founded TCI in 1994. As of Aug. 1, 2015, TCI had 20 employees,
consisting of 12 people at its Southington, Connecticut
headquarters, and 8 sales representatives who work in various
locations.
Thornton & Co. sought Chapter 11 protection (Bankr. D. Conn. Case
No. 15-21416) on Aug. 10, 2015, in Hartford, Connecticut. Judge
Ann M. Nevins presides over the case.
The Debtor estimated $10 million to $50 million in assets and
debt.
The Debtor has tapped Green & Sklarz LLC as counsel, and Gordian
Group as financial advisor.
THORTON & CO: Oct. 30 Set as Deadline to File Proofs of Claim
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut
established Oct. 30, 2015, as the deadline for any individual or
entity to file proofs of claim, and requests for payment of
administrative claims against Thornton & Co., Inc.
Thornton & Co., Inc. is an international distributor, trader and
wholesaler of plastic resins, providing a full offering of
polyethylene and polypropylene products. J. Paul Thornton, Jr.
founded TCI in 1994. As of Aug. 1, 2015, TCI had 20 employees,
consisting of 12 people at its Southington, Connecticut
headquarters, and 8 sales representatives who work in various
locations.
Thornton & Co. sought Chapter 11 protection (Bankr. D. Conn. Case
No. 15-21416) on Aug. 10, 2015, in Hartford, Connecticut. Judge
Ann M. Nevins presides over the case.
The Debtor disclosed total assets of $29,315,373 and total
liabilities of $32,232,700.
The Debtor has tapped Green & Sklarz LLC as counsel, and Gordian
Group as financial advisor.
The U.S. trustee overseeing the Debtor's Chapter 11 case appointed
five creditors to serve on the official committee of unsecured
creditors. The creditors are Formosa Plastics Corp., Equistar
Chemicals LP, Westlake Longview Corp., Celanese Performance
Polymers and Sunteck Transport Co., Inc. The committee is
represented by Reid & Riege P.C.
TJ PLAZA: Order Striking Lender's Votes Against Plan Affirmed
-------------------------------------------------------------
Lender U.S. Bank National Association seeks review of two related
orders entered by the United States Bankruptcy Court for the
District of Nevada, sustaining an objection and granting a motion
to strike filed by TJ Plaza, LLC and DSWC, Inc., thereby striking
certain votes cast by the Lender against confirmation of the
Debtors' Chapter 11 Plan of Reorganization.
The Lender asks the United States District Court for the District
of Nevada to find that the Bankruptcy Court erred in striking
Lender's votes and in determining that the claim giving rise to the
struck votes was comprised of a secured claim in the amount of
$3,335.86 and a priority unsecured claim in the amount of
$10,727.65 rather than as a general unsecured claim for $14,063.51.
Chief District Judge Gloria M. Navarro, in an order dated September
28, 2015, a full-text copy of which is available at
http://is.gd/g6UFe2from Leagle.com, affirmed the Bankruptcy
Court's Orders.
The case is captioned U.S. BANK NATIONAL ASSOCIATION, Appellant, v.
TJ PLAZA, LLC; DSWC, Inc., Appellees, Case No. 2:14-CV-02226-GMN,
NO. 2:14-CV-02227-GMN (D. Nev.).
Appellants are represented by Blakeley E. Griffith, Esq. --
bgriffith@swlaw.com -- SNELL & WILMER L.L.P., Charles E Gianelloni,
Esq. -- cgianelloni@swlaw.com -- SNELL & WILMER L.L.P. & Robert R.
Kinas, Esq. -- rkinas@swlaw.com -- SNELL & WILMER L.L.P.
TJ Plaza, LLC, Appellee, represented by Dimitri P. Dalacas, Flangas
Dalacas Law Group, Matthew C Zirzow, Larson & Zirzow & Zachariah
Larson, Larson & Zirzow.
DSWC, Inc., Appellee, represented by Dimitri P. Dalacas, Flangas
Dalacas Law Group, Matthew C Zirzow, Larson & Zirzow & Zachariah
Larson, Larson & Zirzow.
U.S. Trustee, Trustee, represented by U.S. Trustee, Las Vegas.
TJ Plaza, LLC, sought protection under Chapter 11 of the Bankruptcy
Code on March 21, 2014 (Bankr. D. Nev., Case No. 14-11894). The
Debtor's counsel is Matthew C. Zirzow, Esq., at Larson & Zirzow,
LLC, in Las Vegas, Nevada. The petition was signed by Jeff Susa,
managing member of manager.
TOP QUALITY SEAFOOD: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Top Quality Seafood & Shellfish LLC
25 Wright Street
New Bedford, MA 02740
Case No.: 15-14151
Chapter 11 Petition Date: October 28, 2015
Court: United States Bankruptcy Court
District of Massachusetts (Boston)
Judge: Hon. Joan N. Feeney
Debtor's Counsel: David B. Madoff, Esq.
MADOFF & KHOURY LLP
124 Washington Street - Suite 202
Foxborough, MA 02035
Tel: 508-543-0040
Fax: 508-543-0020
Email: madoff@mandkllp.com
- and -
Steffani Pelton Nicholson, Esq.
MADOFF & KHOURY LLP
124 Washington Street
Foxborough, MA 02035
Tel: 508-543-0040
Email: pelton@mandkllp.com
Total Assets: $709,436
Total Liabilities: $2.94 million
The petition was signed by Francis J. Tapper, manager.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mab15-14151.pdf
TRAVELPORT WORLDWIDE: Appoints Stephen Shurrock as CCO
------------------------------------------------------
Travelport announced the appointment of Stephen Shurrock as
executive vice president and chief commercial officer, replacing
Kurt Ekert who leaves the company at the end of the year, as the
position relocates to the UK. Stephen joins Travelport from
Telefonica, one of the largest telecommunications companies in the
world, where he is currently CEO of its Consumer Division,
responsible for both the consumer business and digital divisions
globally. Stephen's appointment will become effective on Jan. 4,
2016.
As chief commercial officer, Stephen will lead Travelport's
customer-focussed teams in Air, Agency, Hospitality and Digital
Media around the world, as well as having global responsibility for
customer engagement, product strategy, marketing and market
research. Based in Travelport's global headquarters in Langley,
UK, Stephen will report directly into president and CEO, Gordon
Wilson.
Gordon Wilson, President and CEO for Travelport, said:
"Stephen is a highly talented and customer-centric leader with an
impressive global track record of delivering commercial results. In
particular, he has successfully led the businesses he has been
involved in through considerable positive commercial change as the
telecommunications industry has pivoted a number of times in terms
of its value and service proposition. As Travelport continues in
its mission to redefine travel commerce, which includes further
evolving our value proposition, moving into new digital services,
and offering a more holistic set of IT driven solutions to our
customers, Stephen will bring a new and accretive dimension to our
future business growth. I am delighted that we have been able to
attract an executive of his calibre to our senior team.
I would also like to thank Kurt for his tremendous service and
significant contribution to Travelport over a number of years. His
tenure as Chief Commercial Officer has seen the company through a
critical initial period of transformation. He has been a tireless
champion of our business to our client base, and he leaves us in a
good position from which to build further our commercial
operations. He has also been a great colleague and goes with all
our best wishes and support for his future endeavours."
Stephen Shurrock added:
"I am excited to be joining a business that is leading both
innovation and change in its industry. At a time when Travelport
is strengthening its portfolio of products and services, I believe
there is a great opportunity to bring approaches and strategic
thinking from related industries and apply them to airline
merchandising, hotel distribution, mobile travel commerce and B2B
payments. I look forward to joining the team in the New Year."
Stephen will join Travelport in January from Telefonica, where he
currently manages the global Consumer Division. His prior roles
with Telefonica include CEO of O2 Ireland and CEO of Telefonica's
New Digital Business and Innovation division where Stephen was
responsible for establishing and running digital businesses to take
advantage of new growth markets in security, advertising, financial
services, over the top content and big data. Before joining
Telefonica/O2 in 2001, Stephen was CFO of UK-based web portal
Excite.
Stephen has also held board positions for Telefonica Digital, San
Francisco-based Tokbox, and Axonix, the specialist RTB mobile ad
exchange. He has also held a non-executive director role at
Monitise PLC and continues to be a non-executive director for
Travelodge UK.
About Travelport Worldwide
Travelport Worldwide Limited is a travel commerce platform
providing distribution, technology, payment and other solutions for
the global travel and tourism industry.
As of June 30, 2015, the Company had $2.9 billion in total assets,
$3.2 billion in total liabilities and a $354 million total
deficit.
* * *
As reported by the TCR in March 2015, Standard & Poor's Ratings
Services raised to 'B' from 'B-' its long-term corporate credit
rating on U.K.-based travel services provider Travelport Worldwide
Ltd. The rating action reflects Travelport's good operating
performance in 2014.
TROCOM CONSTRUCTION: Severed from Soil Solution's Suit
------------------------------------------------------
Judge Barbara Jaffe of the Supreme Court, New York County, granted
the motion for an order severing the action filed by Soil
Solutions, Inc., as against Defendant Trocom Construction Corp.
Soil Solutions commenced the action to foreclose on a mechanics
lien it filed with New York City Economic Development Council for a
public improvements project in Brooklyn. tHE Plaintiff also
asserted claims against Trocom Construction Corp. for breach of
contract, against Liberty Mutual Insurance Company, Trocom's surety
that bonded the lien, and against all the defendants for violations
of Lien Law.
By order to show cause filed on July 31, 2015 and August 10, 2015,
the defendants were directed to appear in the motion submission
part on August 14, 2015, in order to move the Supreme Court, New
York County, for an order severing the plaintiff's action and
permitting the plaintiff to proceed against the remaining
defendants on the ground that Trocom has filed a Chapter 11
petition in the United States Bankruptcy Court for the Eastern
District of New York, thereby effecting an automatic stay of
judicial proceedings against it pursuant to federal law.
The Plaintiff argued that the automatic stay provisions of the
federal bankruptcy laws apply only to Trocom, and that a denial of
severance would cause it undue hardship as it would be obliged to
await the conclusion of the bankruptcy proceeding, after having
invested considerable funds in prosecuting this action. The
Plaintiff also claimed that the remaining defendants would suffer
no prejudice.
By affirmation dated August 13, 2015, defense counsel alleged that
Trocom owes NYCEDC indemnity pursuant to a contract. NYCEDC's
assertion that Trocom was contractually obligated to indemnify it
was of no probative value absent the applicable indemnity contract
or provision, and proof that Trocom's alleged obligation thereunder
was triggered, the court ruled.
Thus, given the prejudice inuring to the Plaintiff from the
inevitable delay pending resolution of the Chapter 11 proceeding,
and absent any claim of prejudice, an order severing Trocom from
the action was appropriate, the court added.
Judge Jaffe ordered that the plaintiff's motion for an order
severing its action against Trocom is granted, and the action is
continued as to the remaining defendants. Judge Jaffe ordered that
further proceedings in the action are stayed as to Trocom, except
for an application to vacate or modify said stay; and ordered that
either party may make an application by order to show cause to
vacate or modify the stay upon the final determination of, or
vacatur of the stay issued by the Bankruptcy Court in, the
proceeding known as In re Trocom Construction Corp., Case No.
15-42145 (NHL).
A full-text copy of Judge Jaffe's Order dated September 18, 2015,
is available at http://is.gd/ZzwyFtfrom Leagle.com.
The case is captioned SOIL SOLUTIONS, INC., Plaintiff, v. TROCOM
CONSTRUCTION CORP., LIBERTY MUTUAL INSURANCE COMPANY, JOSEPH
TROVATO, ANTHONY SANTORO, and NEW YORK CITY ECONOMIC DEVELOPMENT
CORPORATION, Defendants, DOCKET NO. 151215/15, MOTION SEQ. NO. 001
(N.Y. Sup.).
Plaintiff is represented by:
Henry Chan, Esq.
WILSON & CHAN, LLP
1375 Broadway, 3d fl.,
New York, NY 10018
Phone: 646-278-6730
Email: hchan@wilsonchanlaw.com
Defendants are represented by:
Elizabeth Usinger, Esq.
CULLEN & DYKMAN, LLP
100 Quentin Roosevelt Blvd.
Garden City, NY 11530
Phone: 516-357-3700
Email: eusinger@cullenanddykman.com
About Trocom Construction
Trocom Construction Corp. was formed in 1969 by Salvatore Trovato.
The Company is in the heavy construction business. Its primary
customer is the City of New York through its various agencies. The
Company has 75 employees, the majority of whom are members of
various unions. Joseph Trovato is presently the president and
holder of 100% of the voting shares of Trocom.
Trocom commenced a Chapter 11 bankruptcy case (Bankr. E.D.N.Y. Case
No. 15-42145) on May 7, 2015, in Brooklyn.
Judge Nancy Hershey Lord presides over the case. The Debtor tapped
Cullen & Dykman, LLP, as its general bankruptcy counsel.
The Debtor disclosed total assets of $32,462,383 and total
liabilities of $17,184,837 as of the Chapter 11 filing.
TUBE CITY: S&P Affirms 'B+' CCR & Revises Outlook to Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Tube City IMS Corp. At the same time,
S&P revised its rating outlook on the company to negative from
stable.
In addition, S&P affirmed its 'B+' rating on the company's senior
secured term loan and its 'B-' rating on its senior unsecured
notes. The recovery rating on the term loan is unchanged at '3',
indicating S&P's expectation for meaningful (lower half of the 50%
to 70% range) recovery in the event of payment default. The
recovery rating on the unsecured notes is unchanged at '6',
indicating S&P's expectation for negligible (0% to 10%) recovery in
the event of payment default.
"The negative outlook reflects our view that leverage above the 5x
threshold for the "aggressive" financial risk category, as defined
in our criteria, may persist for the next two fiscal years, even
though we estimate that other financial measures will remain in
check," said Standard & Poor's credit analyst Patricia Mendonca.
"More specifically, we estimate funds from operations to debt will
average between 12% and 20% for 2015 and 2016 and funds from
operations to cash interest will be in the 2x to 4x range for the
same time period."
S&P could lower the rating if Tube City's ratio of funds from
operations (FFO) to debt drops below 12% for a sustained period of
time or if its FFO to cash interest ratio falls below 2x. This
could occur if steel industry conditions were to deteriorate
further and stay depressed for a prolonged period of time.
The outlook could revert to stable if Tube City's leverage returns
to levels below 5x for a sustained period of time. Although
unlikely, S&P would consider an upgrade if Tube City can
meaningfully increase its scale and reduce its cash flow volatility
while maintaining its current credit measures. This partially
depends on a strengthening and stable steel industry, as well as
the company's ability to expand its geographic and product
diversity.
TX OK AIR: Objection to Comptroller's Claim Overruled
-----------------------------------------------------
Judge Barbara J. Houser of the United States Bankruptcy Court for
the Northern District of Texas, Dallas Division, overruled TX OK
Air, LLC's objection to Claim No. 2 of the Texas Comptroller of
Public Accounts.
On October 21, 2013 filed its priority proof of claim, Claim No. 2,
in the amount of $287,993.55 based wholly on an audit assessment on
the sales and use of a Cessna 525 aircraft by TX OK. The claim
includes tax in the amount of $218,625.00 and interest in the
amount of $69,368.55.
TX OK claimed that its purchase of the aircraft was exempt from
taxation under the so-called "sale for resale exemption" provided
by Texas law. The exemption states that tangible personal property
is not subject to tax if the purchaser acquires the property for
the sole purpose of leasing or renting it in the normal course of
business.
Judge Houser found and concluded that TX OK leased the aircraft to
BAM Denton Management Ventures, LLC d/b/a/ Business Air Management
in the normal course of business. However, the judge stated that
TX OK failed to introduce clear and positive evidence that the
lease of the aircraft to BAM for charter services was the sole
purpose to TX OK's purchase of the aircraft. Judge Houser thus
doubted the availability of the sale for resale exemption which
"must be resolved in favor of the taxing authority and against the
claimant."
The case is IN RE: TX OK AIR, L.L.C., Chapter 11 DEBTOR, CASE NO.
13-34893-BJH (Bankr. N.D. Tex.).
A full-text copy of Judge Houser's October 5, 2015 findings of fact
and conclusions of law is available at http://is.gd/rV5ooAfrom
Leagle.com.
About TX OK Air
TX OK Air, L.L.C, based in Irving, Texas, filed for Chapter 11
bankruptcy (Bankr. N.D. Tex. Case No. 13-34893) on Sept. 25, 2013,
in Dallas. Judge Barbara J. Houser presides over the case.
Frances Anne Smith, Esq., at Shackelford Melton & McKinley, serves
as the Debtor's counsel. The Debtor estimated $1 million to
$10 million in both assets and liabilities.
USA DISCOUNTERS: Customer Seeks Class-Action Status for Suit
------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reported that a former USA Discounters customer wants to press
forward with litigation accusing the bankrupt retailer of such
deceptive sales practices as marking up prices and forcing costly
insurance and warranties on shoppers.
According to the report, in court papers filed Oct. 28, lawyers for
Demera A. Gaskins asked a bankruptcy judge to certify a class of
customers in a proposed class-action lawsuit.
About USA Discounters
USA Discounters was founded in May 1991. in the City of Norfolk,
Virginia, under the name USA Furniture Discounters, Ltd. It sold
goods through two groups of stores -- one group of specialty
retail stores operating under the "USA Living" brand, typically in
standalone locations, and seven additional retail stores operating
under the "Fletcher's Jewelers" brand, typically in major shopping
malls.
USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.
The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.
USA Discounters estimated $100 million to $500 million in assets
and $50 million to $100 million in liabilities.
USA DISCOUNTERS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
USA Discounters, Ltd., filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $97,490,455*
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $59,983,291*
E. Creditors Holding
Unsecured Priority
Claims $690,563*
F. Creditors Holding
Unsecured Non-Priority
Claims $2,337,352*
----------- -----------
Total $97,490,455* $63,011,206*
* plus an undetermined amount
A copy of the schedules is available for free at:
http://bankrupt.com/misc/USADiscounters_214_SAL.pdf
About USA Discounters
USA Discounters was founded in May 1991. in the City of Norfolk,
Virginia, under the name USA Furniture Discounters, Ltd. It sold
goods through two groups of stores -- one group of specialty
retail stores operating under the "USA Living" brand, typically in
standalone locations, and seven additional retail stores operating
under the "Fletcher's Jewelers" brand, typically in major shopping
malls.
USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.
The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.
USA Discounters Ltd. disclosed total assets of $97,490,455 plus an
undetermined amount and total liabilities of $63,011,206 plus an
undetermined amount.
The Official Committee of Unsecured Creditors is represented by
Kelly Drye & Warren LLP as lead counsel, Khler Harrison Harvey
Branzburg LLP as its Delaware co-counsel. FTI Consulting, Inc.,
serves as its financial advisor.
VIGGLE INC: Olga Bashkatova Named Principal Accounting Officer
--------------------------------------------------------------
Viggle Inc.'s Board of Directors appointed Olga Bashkatova to serve
as the Company's principal accounting officer, according to a
regulatory filing with the Securities and Exchange Commission.
Ms. Bashkatova, 30, is the Company's controller. She served as the
Company's director of accounting from May 2013 to April 2015.
Before rejoining the Company, Olga was controller at Bizfi from
April 2015 until September 2015. She previously worked at
Merchantry, Inc., as financial controller (2011- 2013), as Finance
& Accounting Manager at Group Commerce Inc. (2011), and as a senior
associate at Kroll, Inc. (2006-2011). She has extensive experience
in the preparation of financial statements, accounting and audit
management, budgeting, payroll and benefits management, and
financial investigations. Ms. Bashkatova is a Certified Public
Accountant and holds a B.S. in Accounting from New York
University.
According to the Company, Ms. Bashkatova has no family
relationships with any director, executive officer or person
nominated or chosen by the Company to become director or executive
officer of the Company.
At the time she was appointed principal accounting officer, Ms.
Bashkatova's employment agreement was amended to increase her
annual salary from $200,000 to $210,000 and to provide that she
will receive a bonus of $30,000 after six months with the Company.
About Viggle
New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system. Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.
Viggle reported a net loss attributable to common stockholders of
$78.9 million on $25.5 million of revenue for the year ended
June 30, 2015, compared to a net loss attributable to common
stockholders of $68.1 million on $17.98 million of revenues for the
year ended June 30, 2014.
As of June 30, 2015, the Company had $70.2 million in total
assets, $54.08 million in total liabilities, $11.8 million in
series C convertible redeemable preferred stock, and $4.33 million
in total stockholders' equity.
BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2015, citing that the Company has suffered recurring
losses from operations and at June 30, 2015, has a deficiency in
working capital that raise substantial doubt about its ability to
continue as a going concern.
WAFERGEN BIO-SYSTEMS: CVI Reports 9.9% Stake as of Oct. 16
----------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, CVI Investments, Inc. and Heights Capital Management,
Inc. disclosed that as of Oct. 16, 2015, they beneficially own
960,000 shares of common stock of WaferGen Bio-systems, Inc.,
representing 9.9 percent of the shares outstanding. A copy of the
regulatory filing is available at http://is.gd/43Fjad
About WaferGen Bio-systems
Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research. Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.
WaferGen Bio-systems reported a net loss of $10.7 million in 2014,
a net loss of $16.3 million in 2013 and a net loss of $8.97
million in 2012.
As of June 30, 2015, the Company had $13.2 million in total assets,
$6.9 million in total liabilities and $6.3 million in total
stockholders' equity.
WAVE SYSTEMS: Has 13.1 Million Class A Shares Resale Prospectus
---------------------------------------------------------------
Wave Systems Corp. filed a Form S-3 registration statement with the
Securities and Exchange Commission relating to the sale by
Anson Investments Master Fund, LP, Kevin Gusinow, Pinz Capital
International LP, et al., of up to (a) 11,929,286 shares of its
Class A Common Stock issuable upon full conversion of the Company's
Convertible Bridge Instrument in aggregate principal amount of
$490,000 and (b) 1,225,000 shares of its Class A common stock
issuable upon exercise of warrants granted to those selling
stockholders pursuant to a Convertible Bridge Instrument and
Warrant Subscription Agreement, dated as of Sept. 23, 2015.
The Company will not receive any proceeds from the sale of these
shares of Class A common stock by the selling stockholders.
Wave's Class A common stock is traded on the Nasdaq Capital Market
under the symbol "WAVX." The last reported sale price of the
Company's Class A common stock on the Nasdaq Capital Market on Oct.
21, 2015 was $0.1491 per share.
A copy of the Form S-3 is available for free at:
http://is.gd/HSojKr
About Wave Systems
Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products for
hardware-based digital security, including security applications
and services that are complementary to and work with the
specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.
Wave Systems reported a net loss of $12.9 million in 2014, a net
loss of $20.3 million in 2013 and a net loss of $34 million in
2012.
KPMG LLP, in Hartford, Connecticut, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014. The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern.
WILBERN ENTERPRISES: CFSI Bids in Racial Discrimination Suit Denied
-------------------------------------------------------------------
Judge Thomas M. Durkin of the United States District Court for the
Northern District of Illinois, Eastern Division, denied the series
of motions filed by Culver Franchising System, Inc.
Michael Anthony G. Wilbern and Wilbern Enterprises, LLC, sued CFSI,
a Wisconsin corporation in the business of franchising the Culver's
brand restaurant. The complaint alleged that CFSI engaged in a
pattern and practice of racial discrimination in violation of 42
U.S.C. Section 1981, which prohibits racial discrimination in the
making and enforcement of contracts, and "applies to all phases and
incidents of the contractual relationship."
Wilbern, an African-American individual, testified that, despite
his repeated requests, CFSI failed to approve any of his proposed
restaurant sites, all of which were in predominantly
African-American communities in the South Side of Chicago. CFSI
instead approved Wilbern in 2005 for a Franklin Park Franchise
which eventually experienced financial difficulties caused by the
higher-than-normal fixed costs at that location, and the opening of
other franchises within five or six miles. Wilbern testified that
CFSI denied him the same benefits it routinely gave to other
franchisees, including allowing a franchisee to set its own food
prices and protecting an existing franchisee's market share from
"cannibalization" of sales by a new franchisee.
The first two counts of the Amended Complaint alleged alternative
Section 1981 claims based on CFSI's alleged denial of new
franchising opportunities - Count I on behalf of Wilbern and Count
II on behalf of Wilbern Enterprises. Section 1981 claims based on
the Franklin Park Franchise were alleged in Count III on behalf of
both Wilbern and Wilbern Enterprises.
Judge Durkin directed Durkin to file a position statement on
whether he intends to pursue his personal claim under Count III,
and if he does, to provide citations to authority with appropriate
analysis to support an argument that he suffered an injury distinct
from any injury to Wilburn Enterprises, and that the injury he
suffered flowed directly from racially motivated interference with
rights he has under the guaranty agreement.
Judge Durkin also dismissed Wilbern Enterprises' claim under Count
II. The judge held that Wilbern Enterprises does not have a viable
claim for denial of franchising opportunities, but instead has a
damages claim to recover lost profits that the Franklin Park
Franchise might have earned had it been located at Stony Islan
instead of Franklin Park.
Except with respect to Count II, Judge Durkin denied CFSI's Motion
for Summary Judgment on All Claims Brought by Wilbern Enterprises,
LLC. Judge Durkin also denied the following motions filed by
CFSI:
(1) Motion to Strike Plaintiff Wilbern's Affidavit
(2) Motion to Strike Plaintiffs' Expert John A. Gordon
(3) Motion for Partial Summary Judgment on Time-Barred Claims
(4) Motion for Summary Judgment on Plaintiffs' Claims for Lost
Profits
(5) Motion for Summary Judgment on CFSI's Counterclaim for
Breach of Contract and Breach of Personal Guaranty
The case is MICHAEL ANTHONY G. WILBERN, and WILBERN ENTERPRISES,
LLC, Plaintiffs, v. CULVER FRANCHISING SYSTEM, INC., Defendant, NO.
13 C 3269 (N.D. Ill.).
A full-text copy of Judge Durkin's September 29, 2015 memorandum
opinion and order is available at http://is.gd/yOwz0efrom
Leagle.com.
Michael L. Jones is represented by:
Carmen David Caruso, Esq.
CARMEN D. CARUSO LAW FIRM
77 West Washington Street Suite 1900
Chicago, IL 60602
Tel: (312) 626-1160
Email: cdc@cdcaruso.com
-- and --
Linda C. Chatman, Esq.
CHATMAN LAW OFFICES, LLC
19 S La Salle Street
Chicago, IL 60603
Tel: (312) 917-1005
Michael Anthony G. Wilbern and Wilbern Enterprises LLC is
represented by:
Carmen David Caruso, Esq.
Shane Donovan Valenzi, Esq.
CARMEN D. CARUSO LAW FIRM
77 West Washington Street Suite 1900
Chicago, IL 60602
Tel: (312) 626-1160
Email: cdc@cdcaruso.com
sdv@cdcaruso.com
-- and --
Linda C. Chatman, Esq.
CHATMAN LAW OFFICES, LLC
19 S La Salle Street
Chicago, IL 60603
Tel: (312) 917-1005
Culver Franchising System, Inc. is represented by:
Larry Alan Schechtman, Esq.
Alan L. Farkas, Esq.
Darren Patrick Grady, Esq.
Stepfon Rondell Smith, Esq.
SMITHAMUNDSEN LLC
150 North Michigan Avenue Suite 3300
Chicago, IL 60601
Tel: (312) 894-3200
Fax: (312) 894-3210
Email: lschechtman@salawsus.com
afarkas@salawsus.com
dgrady@salawsus.com
ssmith@salawsus.com
ZLOOP INC: Creditors' Meeting Adjourned to Nov. 23
--------------------------------------------------
The meeting of creditors of ZLOOP Inc. has been adjourned to Nov.
23, 2015, at 10:00 a.m. (ET), according to a filing with the U.S.
Bankruptcy Court in Delaware.
The meeting, which was previously scheduled for Oct. 26, will take
place at the J. Caleb Boggs Federal Building, Room 5209, 844 King
Street, in Wilmington, Delaware.
The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed. The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About ZLOOP, Inc.
ZLOOP, Inc., and two affiliates sought Chapter 11 protection
(Bankr. D. Del.) on Aug. 9, 2015. The Court on Aug. 11, 2015,
granted the joint administration of the Debtors' Chapter 11 cases,
with the docket to be maintained at the docket for ZLOOP, Case No.
15-11660.
ZLOOP operates a proprietary, state of the art, 100% landfill free
eWaste recycling company headquartered in Hickory, North Carolina.
The Debtors tapped DLA Piper LLP as counsel.
As of the Petition Date, the Debtors' unaudited consolidated
balance sheet reflect total assets of approximately $25 million,
including the land and improvements, but excluding certain
commodity inventories that are the output of eWaste recycling, and
total liabilities of approximately $32 million.
On Sept. 2, 2015, the U.S. trustee overseeing the Debtors' Chapter
11 cases appointed Recycling Equipment Inc., E Recycling Systems
LLC and Carolina Metals Group to serve on the official committee of
unsecured creditors. The committee is represented by Cole Schotz
P.C.
[*] Disciplinary Board Recommends Allan Gallimore to be Disbarred
-----------------------------------------------------------------
Daniel Langhorne at Bankruptcy Law360 reported that the
Disciplinary Board of the Supreme Court of Pennsylvania on Oct. 22,
2015, recommended that a Pittsburgh attorney be disbarred, holding
that his conviction for unlawful use of a retired partner's name to
practice law, after his own suspension in 2008, is sufficient basis
for such discipline.
The panel recommended that respondent Allan G. Gallimore should
also be disbarred because he did not attend the Office of
Disciplinary Counsel's proceeding against him.
[*] Energy States to Be Pressured by Oil Production Cuts, Fitch Say
-------------------------------------------------------------------
Persistent commodity price declines have slowed some states'
economic growth rates. Based on current price and production cut
forecasts, Fitch Ratings expects these negative budget pressures
will continue into 2016. Low oil and gas prices, mining declines,
and subsequent declines in taxes generated from those business
activities are likely to challenge states including Alaska, North
Dakota, and Wyoming. States with more diverse economies and
revenue resources should be able to weather prolonged commodity
price declines more effectively.
At one third of the way through many state's fiscal years, oil and
natural gas prices are well below many state budget estimates. A
rally in prices in oil late August has eased as crudes stocks have
risen. Natural gas prices are also below many state forecasts.
This week the Nymex contract for November delivery fell to $1.997
per mBtu. This was only the fourth time contracts have gone below
$2 per mBtu since 1999.
The declines in the prices are likely to be accompanied by
production cutbacks that will also push down revenues. The current
U.S. Energy Information Administration (EIA) forecast sees the
crude oil production declines continuing through August 2016.
These declines may put pressure on other revenue types. Sales and
personal income taxes are the most likely to take a hit. For
example, the Texas comptroller recently noted that state sales tax
revenue in August 2015 was down just 0.4% year on year due to
reduced receipts from the oil and gas-related sectors.
Many states have long track records of offsetting commodity-based
declines with other budget facilities. Many maintain reserves to
offset losses of operating revenue. Some benefit from significant
economic diversity and losses in oil revenue will likely be offset
by boosts in consumer-driven tax revenue as in California,
Colorado, and Texas.
However, some of these offsets would lose their power if an
extended slump in commodity markets continues into fiscal 2017. In
that case, we would expect energy states to identify fiscally
prudent strategies to address persistently low revenue scenarios.
[*] Fiscal Year 2015 Bankruptcy Filings Continue to Fall
--------------------------------------------------------
Diane Davis, writing for Bloomberg News, reported that bankruptcy
filings continued their downward trend, according to statistics
released Oct. 28 by the Administrative Office of the U.S. Courts.
According to Bloomberg, citing AOUSC, bankruptcy cases filed in
federal courts for fiscal year 2015 -- the 12-month period ending
Sept. 30, 2015 -- totaled 860,182, down 11 percent from the 963,739
bankruptcy filings in the 2014 fiscal year. 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
AOUSC said, the report said.
The AOUSC said the number of bankruptcies filed by Bankruptcy Code
chapter ending Sept. 30, are as follows: Chapter 7 (consumer
liquidations) filings totaled 550,036, down from 642,366 the
previous year; Chapter 11 (reorganizations) filings totaled 7,040,
down from 7,658 the precious year; Chapter 12 (family farmers or
fishermen bankruptcies) filings totaled 383, an increase from 372
the previous year; and Chapter 13 (consumer reorganizations)
filings totaled 302,642, down from 313,262 the previous year,
Bloomberg related.
[*] Revenues on Banking Capital Markets Down on 3rd Qtr. 2015
-------------------------------------------------------------
The five largest Global Trading and Universal Banks saw a
collective 13% decline in capital markets revenue in third quarter
2015 (3Q15) as challenging trading results overshadowed gains in
advisory, according to a special report by Fitch Ratings.
Advisory net revenues were up 12% from the sequential quarter and
23% from the year-ago quarter. However, advisory represented only
10% of aggregate investment banking and advisory net revenue in
3Q15, so it could not offset the trading decline in Fixed Income,
Currency and Commodities. The slow IPO market also stalled
equities underwriting net revenues as many public offerings were
delayed due to market conditions.
"Following a weak third quarter, we expect headwinds to remain in
the fourth quarter of 2015 in Fixed Income, Currency and
Commodities due to seasonal factors and still challenging market
conditions as firms continue to wait for volatility that drives
better client engagement," said Justin Fuller, Senior Director,
Financial Institutions. "Robust M&A activity will bolster advisory
revenues through the end of the year, but it's unlikely that it
will be enough to offset sluggish trading revenues."
If the Federal Reserve makes a move to raise interest rates at some
point this year the rates business would likely improve; however,
this could negatively impact revenue in credit mortgage and
securitized products.
J.P. Morgan (1st), Goldman Sachs (2nd) and Citi (3rd), continue to
dominate market share rankings, unchanged from the 2Q15.
[*] Sokol Behot Adds Partner to Chair its Bankruptcy Practice
-------------------------------------------------------------
Alex Wolf at Bankruptcy Law360 reported that New Jersey-based Sokol
Behot LLP announced on Oct. 22, 2015, that it has added a partner,
formerly of Nowell Amoroso Klein Bierman PA, with experience
handling several sophisticated corporate reorganizations to chair
its bankruptcy practice in Hackensack.
David Edelberg, who spent 17 years at Nowell Amoroso, focuses his
practice primarily in the fields of bankruptcy law and creditor's
rights, according to the firm. His experience handling several
notable bankruptcies will help guide the practice at Sokol Behot,
the firm said.
According to Sokol Behot's press release on Oct. 6, the firm
welcomed four partners:
David Edelberg
Paul N. Ambrose, Jr.
Daniel Eichhorn
Lorraine A. Abraham
David Edelberg was previously an equity partner at Nowell Amoroso
Klein Bierman in Hackensack. He is primarily based in the firm's
Hackensack office but will also spend time in the firm's Princeton
location. Mr. Edelberg practices in the area of Bankruptcy and
Insolvency Law. Mr. Edelberg currently serves as the First Vice
President of the Bergen County Bar Association. He earned his J.D.
from Brooklyn Law School and his B.S. from Rutgers College. He is
admitted to practice in New York and New Jersey.
Paul N. Ambrose, Jr. was previously a shareholder at Schiffman,
Ambrose, Davis, Goldman & Quinn, P.C. in Hackensack. He practices
in the area of Estate Planning, Probate & Estate Litigation,
Franchise Law, Taxation, IRS Controversies (Civil & Criminal), Real
Estate, Corporate, Shareholder/Partnership Disputes, Commercial
Transactions and Litigation & Appeals. He earned his J.D. from
Seton Hall University School of Law, M.B.A. in Accounting from
Rutgers University and LLM from New York University School of Law.
He is admitted to practice in New York and New Jersey.
Daniel Eichhorn was previously a partner at Schiffman, Ambrose,
Davis, Goldman & Quinn, P.C. in Hackensack. He practices in the
area of General Civil Litigation, Commercial Litigation, Chancery
Litigation, Probate Litigation, Business, Corporate & Commercial
Law, Partnership & Shareholder Disputes and State & Federal
Appeals. He earned his J.D. from Pace University School of Law.
He is admitted to practice in New York and New Jersey.
Lorraine A. Abraham was previously an equity partner at Schiffman,
Abraham, Kaufman & Ritter, P.C. and of counsel at Schiffman,
Ambrose, Davis, Goldman & Quinn, P.C. in Hackensack. She practices
in the area of Estate Administration, Wills and Trusts, Estate
Litigation, Incapacitations, Guardianships, Chancery Practice,
Business Organizations, Mediation/Arbitration and Appeals. She
earned her J.D. from Rutgers School of Law, Master of Arts from
City University of New York and Bachelor of Arts from University of
Wisconsin.
[*] Work Force Evaluation Integral to Local Govt. Rating, Fitch Say
-------------------------------------------------------------------
The relationship between a U.S. local government and its work force
has become an important barometer into the strength of the
government's credit rating, according to Fitch Ratings in a new
report.
As the largest component of local U.S. government spending, labor
costs have come into greater focus since the most recent economic
downturn, as well as state laws that govern work forces. Multiple
laws can govern different types of employees, with laws in some
states changing in recent years and more proposals on the table,
according to Managing Director Amy Laskey.
'The formal bargaining relationship between labor and management
provides insight into the level of flexibility management has to
adjust this key area of spending,' said Laskey. 'Contractual
agreements are also important indicators of how quickly spending
will grow and how quickly a local government will respond should a
change in the broader economy require shifts in spending.'
Above all, the level of cooperation among parties and how committed
they are to maintaining financial stability is Fitch's preeminent
indicator of a government's ability to make adjustments necessary
to maintain budget balance. As such, it is an important piece of
Fitch's methodology for local governments, currently in the form of
an exposure draft for comment through Nov. 20. In short, a
consistently applied work force evaluation is key to assessing the
flexibility of main expenditure items.
[^] BOOK REVIEW: BOARD GAMES - Changing Shape of Corporate Power
----------------------------------------------------------------
Author: Arthur Fleischer, Jr.,
Geoffrey C. Hazard, Jr., and
Miriam Z. Klipper
Publisher: Beard Books
Softcover: 248 pages
List Price: $34.95
Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981629/internetbankrupt
A ruling by the Delaware Supreme Court on January 29, 1985 was a
wake-up call to directors of U. S. corporations. On this date,
overruling a lower court decision, the Delaware Supreme Court
ruled that the nine board members of Chicago company Trans Union
Corporation were "guilty of breaching their duty to the company's
shareholders." What the board members had done was agree to sell
Trans Union without a satisfactory review of its value. The guilty
board members were ordered by the Court to pay "the difference
between the per share selling price and the 'real' market value of
the company's shares."
Needless to say, the nine Trans Union directors were shocked at
the guilt verdict and the punishment. The chairman of the board,
Jerome Van Gorkom, was a lawyer and a CPA who was also a board
member of other large, respected corporations. For the most part,
it was he who had put together the terms of the potential sale,
including setting value of the company's stock at $55.00 even
though it was trading at about $38.00 per share. News of the
possible sale immediately drove the stock up to $51.50 per share,
and was commented on favorably in a "New York Times" business
article. Still, Van Gorkom and the other directors were found
guilty of breaching their duty, and ordered by Delaware's highest
court to pay a sum to injured parties that would be financially
ruinous. This was clearly more than board members of the Trans
Union Corporation or any other corporation had ever bargained for.
It was more than board members had ever conceived was possible
without evidence of fraud or graft.
The three authors are all attorneys who have worked at the highest
levels of the legal field, business, and government. Fleischer is
the senior partner of the law firm Fried, Frank, Harris, Schriver
& Jacobson at the head of its mergers and acquisitions department.
He's also the author of the textbook "Takeover Defenses" which is
in its 6th edition. Hazard is a Professor of Law and former
reporter for the American Bar Association's special committee on
the lawyers' ethics code; while Klipper has been a New York
assistant district attorney prosecuting corporate and financial
fraud, and also a corporate attorney on Wall Street. Using the
Trans Union Corporation case as a watershed event for members of
boards of directors, the highly-experienced legal professionals
lay out the new ground rules for board members. In laying out the
circumstances and facts of a number of cases; keen, concise
analyses of these; and finding where and how board members went
wrong, the authors provide guidance for corporate directors, top
executives, and corporate and private business attorneys on
issues, processes, and decisions of critical importance to them.
Household International, Union Carbide, Gelco Corp., Revlon, SCM,
and Freuhauf are other major corporations whose merger-and-
acquisitions activities resulted in court cases that the authors
study to the benefit of readers. The Boards of Directors of these
as well as Trans Union and their positions with other companies
are listed in the appendix. Many other corporations and their
board members are also referred to in the text.
With respect to each of the cases it deals with, BOARD GAMES
outlines the business environment, identifies important
individuals, analyzes decisions, and discusses considerations
regarding laws, government regulations, and corporate practice. In
all of this, however, given the exceptional legal background of
the three authors, the book recurringly brings into the picture
the legalities applying to the activities and decisions of board
members and in many instances, court rulings on these. Passages
from court transcripts are occasionally recorded and commented on.
Elsewhere, legal terms and concepts--e. g., "gross nonattendance"-
-are defined as much as they can be. In one place, the authors
discuss six levels of responsibility for board members from
"assure proper result" through negligence up to fraud. Without
being overly technical, the authors' legal experience and guidance
is continually in the forefront. Needless to say, with this, BOARD
GAMES is a work of importance to board members and others with the
responsibility of overseeing and running corporations in the
present-day, post-Enron business environment where shareholders
and government officials are scrutinizing their behavior and
decisions.
*********
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
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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 ***