/raid1/www/Hosts/bankrupt/TCR_Public/151102.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, November 2, 2015, Vol. 19, No. 306
Headlines
30DC INC: Netbloo Media Reports 11.2% Stake as of July 30
8 SPEED 8: Shareholder Wants Dismissal of Racketeering Suit Denied
ACME INVESTMENT: Case Summary & 18 Largest Unsecured Creditor
ALEXZA PHARMACEUTICALS: OKs Severance Plan for Executives
ALEXZA PHARMACEUTICALS: To Reacquire Rights for ADASUVE
ALLIANT HOLDINGS: S&P Assigns 'B' CCR Then Withdraws Rating
ALLIED SYSTEMS: Formation of Death Benefits Retirees Panel Ordered
ALLIED SYSTEMS: Seeks to Modify Retirees' Medical, Death Benefits
ALLIED SYSTEMS: Seeks to Sell Memphis Property for $340K
ALLY FINANCIAL: Posts $268 Million Net Income for Third Quarter
AMERICAN AIRLINES: Michigan Court Dismisses Former Worker's Suit
AMERICAN AIRLINES: S&P Affirms 'BB+' Rating on $1.025BB Facility
AMERICAN EAGLE: Selling to Resource Energy for $36.75 Million
ARAMARK: S&P Affirms 'BB' Corp. Credit Rating
ARCHDIOCESE OF MILWAUKEE: Committee Taps Abuse Claims Reviewer
BERNARD L. MADOFF: Thybo to Pay $47M to Resolve Clawback Suit
BROADWAY FINANCIAL: Stockholders Elect 3 Directors
CAESAR'S ENTERTAINMENT: Court Refuses to Enjoin Suit vs. Parent
CAMPOSOL HOLDING: Moody's Cuts GS Corporate Family Rating to Caa1
CANCER GENETICS: Third Quarter Preliminary Results
CLIFFS NATURAL: Reports Third Quarter 2015 Results
COUTURE HOTEL: Court Amends Order Authorizing Gardner Employment
COUTURE HOTEL: Court Amends Order Authorizing Valuescope Employment
COUTURE HOTEL: Hearing Today on Modified 3rd Amended Plan
COUTURE HOTEL: Mansa Opposes Rule 3019 Approval of New Plan
CTI BIOPHARMA: Closes Offering of 50,000 Preferred Shares
CTI BIOPHARMA: Provides Monthly Information at Request of CONSOB
DETROIT, MI: Cipollone's Plan Appeal Dismissed as Equitably Moot
DETROIT, MI: Darrah's Plan Appeal Dismissed as Equitably Moot
DETROIT, MI: Davis' Plan Appeal Dismissed as Equitably Moot
DETROIT, MI: Ochadleus' Plan Appeal Dismissed as Equitably Moot
DETROIT, MI: Quinn's Plan Appeal Dismissed As Equitably Moot
DIAMOND FOODS: Moody's Puts B3 CFR on Review for Upgrade
DOVER DOWNS: Reports Results for Third Quarter 2015
DURANGO GEORGIA: Equitable Subordination of PBGC Claim Not Allowed
ELBIT IMAGING: Announces Series H Notes Buyback
EMPIRE LAND: Execs Ask 9th Circuit to Revive Coverage Suit
ENVISION HEALTHCARE: Moody's Cuts 2018 Loan Rating to B1
ERICKSON INCORPORATED: Moody's Affirms B2 Corporate Family
ESTERLINA VINEYARDS: Amends List of 20 Largest Unsecured Creditors
ESTERLINA VINEYARDS: Files Schedules of Assets and Liabilities
EXCO RESOURCES: S&P Raises CCR to 'CCC+', Outlook Developing
F-SQUARED INVESTMENTS: Wants Ex-CEO's Severance Pact Terminated
FEELY'S SERVICE: Case Summary & 20 Largest Unsecured Creditors
FIRST DATA: Moody's Assigns 'B2' Corporate Family Rating
FIRST DATA: S&P Assigns 'B' Rating on Sr. Unsecured Notes Due 2023
FREESEAS INC: Sells $500,000 Convertible Note to ALSA Holdings
FRESH & EASY: Case Summary & 30 Largest Unsecured Creditors
FRONTIER STAR: Defends MBM Deal, Payment of $3.61MM Claim
FULLBEAUTY BRANDS: S&P Affirms Then Withdraws 'B-' CCR
GENERAL MOTORS: Ignition Switch Ruling Stayed Pending Appeal
GENERAL STEEL: Announces 1-for-5 Reverse Stock Split
GENIUS BRANDS: Has $4.3 Million Private Placement
HALCON RESOURCES: Signs 12th Amendment JPMorgan Revolving Credit
HAWKER BEECHCRAFT: Former Worker's Claims Disallowed
HILCORP ENERGY: Moody's Hikes Corporate Family Rating to Ba1
HOVENSA LLC: Has Final OK to Pay $3.5-Mil. to Critical Vendors
HOVENSA LLC: Obtains Final Approval of $40-Mil. DIP Financing
HOWREY LLP: Order Disallowing Portion of McGrane's Fees Affirmed
HUCKS ROAD INVESTMENTS I: Case Summary & 16 Unsecured Creditors
HUCKS ROAD INVESTMENTS II: Case Summary & 16 Unsecured Creditors
LEE STEEL: Unsecured Creditors to Get $400K from Lender
LEHMAN BROTHERS: Court Allows $49.4MM Claim of Former Traders
LEHMAN BROTHERS: Denial of Former Workers' Arbitration Bid Affirmed
LENNAR CORP: Moody's Assigns Ba2 Rating to Sr. Unsecured Notes
LENNAR CORP: S&P Assigns 'BB' Rating on New $350MM Unsecured Notes
LEVEL 3 FINANCING: Moody's Assigns B1 Rating to Sr. Unsecured Notes
LEVEL 3 FINANCING: S&P Assigns B Rating on New $500MM Unsec. Notes
LIFE PARTNERS: Ch. 11 Trustee Taps Predictive Resources as Actuary
LIFE PARTNERS: Parties Agreed to Abate Rule 9006 Proceedings
LIME ENERGY: May Issue 1 Million Shares Under 2008 LTIP
LIQUIDMETAL TECHNOLOGIES: Visser Precision Owns 6.9% CL-A Shares
LOGAN'S ROADHOUSE: S&P Raises CCR to 'CCC+', Outlook Negative
LPL HOLDINGS: Moody's Cuts Corporate Family Rating to Ba3
METHANEX CORP: S&P Lowers Rating on Sr. Unsecured Debt to 'BB+'
MF GLOBAL: Investors Ask High Court to Review Equal Fault Defense
MGM RESORTS: Reports Third Quarter Financial Results
MIDAS INC: Tells Judge Tax Ruling Exceeded Court's Powers
MILAGRO HOLDINGS: Has Court Authority to Commence Rights Offering
MMRGLOBAL INC: Amends Report on Unregistered Sales of Securities
MOLYCORP INC: Court Allows Non-Insider Executives in Bonus Program
MOTORS LIQUIDATION: Wilmington Files Trust Report as of Sept. 30
NAVEX ACQUISITION: S&P Affirms 'B-' Corp. Credit Rating
NELSON CHATELAIN: Bids to Junk HGD Suit vs. Bridley Partially OK'd
NEOMEDIA TECHNOLOGIES: Posts $463,000 Net Income for 3rd Quarter
NORTHSHORE MAINLAND: AECOM Technical Resigns from Creditors' Panel
PACIFIC RECYCLING: Amends Lists of 20 Largest Unsecured Creditors
PATRIOT COAL: 1st Ch. 11 Case Reopened for Peabody to File Suit
PATRIOT COAL: Bankruptcy Judge Enters Plan Confirmation Order
PATRIOT COAL: Ch. 11 Plan, Blackhawk Sale Declared Effective
PATRIOT COAL: Eugene Davis Named Liquidating Trustee
PHOTOMEDEX INC: Stockholders Elect 6 Directors
PORTER BANCORP: Reports Third Quarter Net Loss of $1.07M
PREFERRED PROPERTIES: Case Summary & 11 Top Unsecured Creditors
PRONERVE HOLDINGS: 2nd Amended Liquidation Plan Declared Effective
PUTNAM ENERGY: Can Use Cash Collateral Until November 12
QTS REALTY: S&P Assigns 'BB-' Rating on $900MM Unsecured Debt
RAAM GLOBAL: Deadline to File Schedules A & B Extended to Nov. 23
RAAM GLOBAL: Has Interim Approval to Use Cash Collateral
RELATIVITY MEDIA: Jones Day Approved as Bankruptcy Co-Counsel
RELATIVITY MEDIA: Unit Lists $2.2MM in Assets, $16K in Debts
RICHMOND LIBERTY: Files for Bankruptcy Protection in New York
RICHMOND LIBERTY: Voluntary Chapter 11 Case Summary
RITE AID: Files Copy of Plan of Merger Agreement with SEC
ROSETTA GENOMICS: Has Resale Prospectus of 7.7M Ordinary Shares
ROTONDO WEIRICH: Files Schedules of Assets and Liabilities
RYNARD PROPERTIES: Court Confirms Chapter 11 Plan
SABINE PASS: Reports $61.5 Million Net Income for Third Quarter
SANTA CRUZ BERRY: Taps SteinBruner Hill as Accounting Professional
SARKIS INVESTMENT: Court OKs Stipulation Terminating Receivership
SOLAR POWER: Signs 2nd Amendment to Plan of Merger Agreement
SOLYNDRA LLC: Landlord's Suit Remanded to Calif. State Court
SPIRE CORP: Cuts Workforce; Mulls Possible Sale
STELLAR BIOTECHNOLOGIES: Ernesto Echavarria Reports 17.8% Stake
STELLAR BIOTECHNOLOGIES: Shareholders OK Bylaws Amendment
TAYLOR-WHARTON INT'L: Unsecured Creditors Rip 'Egregious' DIP Loan
THORNTON & CO: Files Schedules of Assets and Liabilities
TRINET HR: S&P Affirms 'B+' Corp. Credit Rating, Outlook Stable
TWCC HOLDING: S&P Puts 'B' CCR on CreditWatch Developing
UNIVERSITY GENERAL: Deadline for Sale or Plan Moved to Dec. 7
USA DISCOUNTERS: Gets Final Approval to Use Cash Collateral
VERTICAL COMPUTER: Anticipates Releasing Ploinks for Beta Testing
VICTORY ENERGY: Incurs $945,000 Net Loss in Third Quarter
VIGGLE INC: Borrows Additional $600,000 from Sillerman
W.P. GLIMCHER: Moody's Cuts Preferred Stock Rating to Ba1
WESTMORELAND COAL: M. Wartell, et al., Hold 6.3% Stake
YRC WORLDWIDE: Posts $19.8 Million Net Income for Third Quarter
Z'TEJAS SCOTTSDALE: Court Directs Joint Administration of Cases
Z'TEJAS SCOTTSDALE: Files Schedules of Assets and Liabilities
Z'TEJAS SCOTTSDALE: Mastodon Ventures OK'd as Investment Banker
ZAK HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
[*] Fed Reserve Nears Rollout of Largest Bank Bail-In Proposal
[*] U.S. Bank Asks Supreme Court to Review Attorney Fee Ruling
[^] BOND PRICING: For the Week from October 26 to 30, 2015
*********
30DC INC: Netbloo Media Reports 11.2% Stake as of July 30
---------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Netbloo Media, Ltd. disclosed that as of July 30, 2015,
it beneficially owns 6,743,682 shares of common stock of 30DC,
Inc., representing 11.22 percent of the shares outstanding.
Jonathan Lint, as a beneficiary of Netbloo Media, Ltd., also
reported beneficial ownership of 6,743,682 shares as of that date.
"The decrease of shares held was the result of an agreement for
Netbloo Media, Ltd. to acquire the operations and certain assets
connected to Internet Marketing and training courses from 30DC,
Inc. In return, Netbloo Media, Ltd. returned to 30DC, Inc.
6,743,681 shares of the common stock of 30DC, Inc.," according to
the filing.
A copy of the regulatory filing is available for free at:
http://is.gd/DrI5xh
About 30DC Inc.
New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses. It operates in two divisions, 30 Day Challenge and
Immediate Edge.
As of March 31, 2015, the Company had $2.49 million in total
assets, $2.24 million in total liabilities and $252,000 in total
stockholders' equity.
MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2014. The independent auditors noted that
the Company has accumulated losses from operations since
inception and has a working capital deficit as of June 30, 2014.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.
8 SPEED 8: Shareholder Wants Dismissal of Racketeering Suit Denied
------------------------------------------------------------------
Lisa Ryan at Bankruptcy Law360 reported that a Florida federal
judge was urged on Oct. 23, 2015, to deny bids to toss a
racketeering suit accusing Snell & Wilmer LLP and others of
conspiring to bankrupt an electronic payment terminal venture, with
the company arguing that it's clear fraud has been committed.
Company shareholder Edward Mandel and his corporation Vibe Micro
Inc. filed three separate responses in opposition to motions to
dismiss their suit claiming the firm, other shareholders and
several individuals and corporate entities conspired to put 8 Speed
8 LLC into a bad faith bankruptcy.
ACME INVESTMENT: Case Summary & 18 Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Acme Investment Corporation
7330 Callaghan Road
San Antonio, TX 78229
Case No.: 15-52609
Chapter 11 Petition Date: October 29, 2015
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Craig A. Gargotta
Debtor's Counsel: Michael J. O'Connor, Esq.
LAW OFFICE OF MICHAEL J. O'CONNOR
The Ariel House
8118 Datapoint Drive
San Antonio, TX 78229
Tel: (210) 614-6400
Fax: (210) 614-6401
Email: oconnorlaw@gmail.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kenneth Cobb, president.
A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb15-52609.pdf
ALEXZA PHARMACEUTICALS: OKs Severance Plan for Executives
---------------------------------------------------------
Alexza Pharmaceuticals, Inc., approved a retention and severance
plan for Thomas B. King and Dr. Edwin S. Kamemoto which is
substantially the same Retention and Severance Plan previously
extended to all of the Company's other employees.
The Retention and Severance Plan provides that if the Executive
Officer remains employed with the company until June 30, 2016, such
Executive Officer will receive, upon such Executive's termination,
(i) a severance payment equal to 13 weeks of base salary plus 13
weeks of the such Executive Officer's health insurance continuation
payments, (ii) a tenure payment equal to one week additional base
salary for every year of employment with the Company over five
years and (iii) out placement assistance.
The change of control agreements that the Company previously
entered into with the Executive Officers will also continue in
place. If the Executive Officer remains employed with the Company
until after June 30, 2016, such Executive Officer will be entitled
to receive the benefits under both the Retention and Severance Plan
and the Change of Control Agreements.
About Alexza
Mountain View, California-based Alexza Pharmaceuticals, Inc., was
incorporated in the state of Delaware on Dec. 19, 2000, as FaxMed,
Inc. In June 2001, the Company changed its name to Alexza
Corporation and in December 2001 became Alexza Molecular Delivery
Corporation. In July 2005, the Company changed its name to Alexza
Pharmaceuticals, Inc.
The Company is a pharmaceutical development company focused on the
research, development, and commercialization of novel proprietary
products for the acute treatment of central nervous system
conditions.
As of June 30, 2015, the Company had $32.6 million in total assets,
$96.5 million in total liabilities, and a stockholders' deficit of
$63.9 million.
Alexza Pharmaceuticals reported a net loss of $36.7 million in 2014
compared to a net loss of $39.6 million in 2013.
Ernst & Young LLP, in Redwood City, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.
ALEXZA PHARMACEUTICALS: To Reacquire Rights for ADASUVE
-------------------------------------------------------
Alexza Pharmaceuticals, Inc., announced that it plans to reacquire
the U.S. rights for ADASUVE (loxapine) inhalation powder from Teva
Pharmaceuticals USA, Inc., a subsidiary of Teva Pharmaceutical
Industries Ltd., with an estimated target completion date of Jan.
1, 2016. Alexza and Teva also plan to restructure the obligations
under the outstanding note from Teva. Alexza and Teva are working
on a transition agreement to continue product availability to
patients and health care providers after the return of the rights
to Alexza.
"ADASUVE is an effective product. There are considerable
challenges in launching a hospital product, especially one as
complex as ADASUVE. We appreciate the efforts that Teva has made
to date and are looking forward to continuing to build the ADASUVE
brand," said Thomas B. King, Alexza president and CEO. "We remain
confident in ADASUVE's long-term commercial prospects and plan to
work with Teva to effect a smooth transition. It is our intention
to work diligently in 2016 to identify a new U.S. commercial
partner for ADASUVE."
About Alexza
Mountain View, California-based Alexza Pharmaceuticals, Inc., was
incorporated in the state of Delaware on Dec. 19, 2000, as FaxMed,
Inc. In June 2001, the Company changed its name to Alexza
Corporation and in December 2001 became Alexza Molecular Delivery
Corporation. In July 2005, the Company changed its name to Alexza
Pharmaceuticals, Inc.
The Company is a pharmaceutical development company focused on the
research, development, and commercialization of novel proprietary
products for the acute treatment of central nervous system
conditions.
As of June 30, 2015, the Company had $32.6 million in total assets,
$96.5 million in total liabilities, and a stockholders' deficit of
$63.9 million.
Alexza Pharmaceuticals reported a net loss of $36.7 million in 2014
compared to a net loss of $39.6 million in 2013.
Ernst & Young LLP, in Redwood City, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.
ALLIANT HOLDINGS: S&P Assigns 'B' CCR Then Withdraws Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
long-term corporate credit rating to Alliant Holdings L.P. S&P
also affirmed its ratings on Alliant Holdings Intermediate LLC,
including its issue-level ratings.
In addition, S&P withdrew its corporate credit rating on Alliant
Holdings I LLC and all related issue ratings. Alliant Holdings I
LLC was the issuer of the debt prior to the refinancing, and all
debt has since been retired.
As a result of the recent Stone Point Capital transaction, Alliant
Holdings L.P. has become the ultimate parent of Alliant Holdings
Intermediate LLC, and the entity where the audited financial
statements reside. Alliant Holdings Intermediate LLC, the issuer
of debt, continues to operate the subsidiary companies, which are
guarantors on the debt. Alliant Holdings Intermediate LLC is a
financing subsidiary that is core to the ultimate parent; hence the
ratings are linked.
The rating reflects what S&P considers to be Alliant's fair
business risk profile and highly leveraged financial risk profile.
The stable outlook on Alliant reflects S&P's expectation that the
company's expertise in its niche specialty markets will enable it
to maintain growing earnings and cash flows, with organic revenue
growth in the mid- to high-single digits and margins in the 32%-34%
range. Although S&P expects the company's financial profile to
remain highly levered, it expects a trend of de-levering, with a
debt-to-EBITDA ratio of 7x-8x by year-end 2015 and near 6.5x-7.5x
by year-end 2016. For the next two years, S&P also expects a funds
from operations-to-debt ratio in the 8%-13% range and EBITDA
coverage of more than 2x.
S&P could consider negative rating movement if the company displays
earnings deterioration or if management takes a more aggressive
approach to financial policy through additional debt financing for
acquisitions or reinvestment in the business above a level
appropriate for the rating, including a debt-to-EBITDA ratio of
more than 8.5x. S&P would also consider a downgrade if Alliant's
business profile deteriorates and becomes weak, which would be
demonstrated through deteriorating organic growth and declining
performance trends.
Although unlikely in the next 12 months given the company's high
leverage, S&P may consider an upgrade if Alliant can grow and
diversify its business model profitably and its financial policies
become sustainably less aggressive; for example, if leverage falls
to less than 5.0x on a sustained basis. This may occur through a
combination of earnings growth and debt pay-down.
ALLIED SYSTEMS: Formation of Death Benefits Retirees Panel Ordered
------------------------------------------------------------------
Judge Christopher S. Sontchi of the United States Bankruptcy Court
for the District of Delaware signed off an order directing the
Office of the U.S. Trustee to appoint as soon as practicable an
official committee to serve as the authorized representative of
retired employees who may be entitled to death benefits provided by
ASHInc Corporation, f/k/a Allied Systems Holdings, and its debtor
affiliates.
The Debtors filed an ex parte motion asking the Court to directing
the U.S. Trustee to appoint an official committee of death benefits
retirees' to serve as representative to approximately 145 retired
employees that may be entitled to death benefits under a
pre-petition plan provided by the Debtors. Although the Existing
Retiree Committee is the authorized representative for purposes of
Section 1114 of the Bankruptcy Code for those retirees receiving
the Medical Benefits, it has not agreed to represent the nearly 145
retirees receiving the Death Benefits. Accordingly, to allow the
Debtors to comply with its obligations under Section 1114 with
respect to its request to modify the Death Benefits, the formation
of the Death Benefits Retiree Committee on an ex parte basis is
necessary at this time, the Debtors asserted.
Ashinc Corporation, et al. are represented by:
Mark D. Collins, Esq.
Robert J. Stearn, Jr., Esq.
Marisa A. Terranova, Esq.
Brendan J. Schlauch, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
E-mail: collins@rlf.com
stearn@rlf.com
terranova@rlf.com
schlauch@rlf.com
-and-
Jeffrey W. Kelley, Esq.
Matthew R. Brooks, Esq.
TROUTMAN SANDERS LLP
Bank of America Plaza
600 Peachtree Street, Suite 5200
Atlanta, GA 30308-2216
Tel: (404) 885-3000
Fax: (404) 885-3900
Email: jeffrey.kelley@troutmansanders.com
ezra.cohen@troutmansanders.com
matthew.brooks@troutmansanders.com
About Allied Systems Holdings
BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.
Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.
Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case. Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007 with
$265 million in first-lien debt and $50 million in second-lien
debt.
The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second. They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K. Mumford,
Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and
Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.
Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.
The Company is being advised by Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at Troutman
Sanders, Gowling Lafleur Henderson.
The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries. The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.
An official committee of unsecured creditors has been appointed in
the case. The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and General
Motors LLC. The Committee is represented by Sidley Austin LLP.
In January 2014, the U.S. Trustee for Region 3 appointed a
three-member Official Committee of Retirees.
Yucaipa Cos. has 55% of the senior debt and took the position it
had the right to control actions the indenture trustee would take
on behalf of debt holders. The state court ruled in March 2013
that the loan documents didn't allow Yucaipa to vote.
In March 2013, the bankruptcy court gave the official creditors'
committee authority to sue Yucaipa. The suit includes claims that
the debt held by Yucaipa should be treated as equity or
subordinated so everyone else is paid before the Los Angeles-based
owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.
Yucaipa American Alliance Fund I, L.P., Yucaipa American Alliance
(Parallel) Fund I, L.P., Yucaipa American Alliance Fund II, L.P.,
Yucaipa American Alliance (Parallel) Fund II, L.P., represented by
Michael R. Nestor, Esq., and Edmund L. Morton, Esq., at Young
Conaway Stargatt & Taylor, LLP; and Robert A. Klyman, Esq., at
Gibson, Dunn & Crutcher LLP.
First Lien Agent, Black Diamond Commercial Finance, L.L.C.,
represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at
Landis Rath & Cobb LLP; and Adam C. Harris, Esq., Robert J. Ward,
Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP.
Allied Systems Holdings, Inc., has changed its name to ASHINC
Corporation.
* * *
ASHINC Corporation, f/k/a Allied Systems Holdings, Inc., and its
debtor affiliates filed with the U.S. Bankruptcy Court for the
District of Delaware a joint Chapter 11 plan of reorganization,
co-proposed by the Committee and the first lien agents.
The Plan provides that certain of the Debtors' assets, the
Litigation Trust Assets, will vest in the Allied Litigation Trust,
and the remainder of the Debtors' assets, including the proceeds
from the sale of substantially all of the Debtors' assets, will
either revest in the Reorganized Debtors or be distributed to the
Debtors' creditors.
ALLIED SYSTEMS: Seeks to Modify Retirees' Medical, Death Benefits
-----------------------------------------------------------------
ASHINC Corporation, f/k/a Allied Systems Holdings, Inc., et al.,
seek authority from the United States Bankruptcy Court for the
District of Delaware to modify, pursuant to Section 1114 of the
Bankruptcy Code, the medical benefits being provided to certain of
the Debtors' retirees and/or their spouses and dependents, and
certain death benefits for beneficiaries of certain retirees.
Under the proposed modifications, the Debtors will to continue the
Premium Subsidies to each of the 36 participant retirees, or their
spouses or dependents, as applicable, at existing levels through
December 31, 2015, after which the Premium Subsidies will be
terminated. The aggregate cost of the Death Benefit alone would
exceed $800,000. The cost of the continued Premium Subsidies could
well exceed another $200,000 depending on how long the Retiree
Medical Benefit Participants live and how long their spouses and
dependents remain eligible.
According to Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, the proposed modifications are
necessary to permit their reorganization because the Debtors will
not be able to confirm the Plan without these modifications. Mr.
Collins relates that the Debtors' only source of cash at this
juncture is cash collateral belonging to the First Lien Lenders.
The Debtors have no ability to access that cash collateral without
the consent of the First Lien Agents, who (a) are already providing
in excess of $9 million to fund creditor distributions under the
Plan, and (b) have advised the Debtors that they are only willing
to provide additional funding for Retiree Benefits if those
benefits are modified. The First Lien Agents, Mr. Collins says,
are not willing to fund additional amounts necessary to continue
the Retiree Benefits in their current form, the cost of which would
well exceed $1 million.
In addition, the Reorganized Debtors are not expected to generate
regular cash flow and will not have the financial resources to
continue the Retiree Benefits in effect unabated, Mr. Collins tells
the Court. Thus, if the 1114 modifications are not made, there
will be no confirmed Plan and the Chapter 11 Cases will likely
convert to cases under Chapter 7, to the detriment of all other
estate creditors, leaving no doubt that the modifications are
"necessary" to confirmation of the Plan, Mr. Collins asserts.
Ashinc Corporation, et al. are represented by:
Mark D. Collins, Esq.
Robert J. Stearn, Jr., Esq.
Marisa A. Terranova, Esq.
Brendan J. Schlauch, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
E-mail: collins@rlf.com
stearn@rlf.com
terranova@rlf.com
schlauch@rlf.com
-and-
Jeffrey W. Kelley, Esq.
Matthew R. Brooks, Esq.
TROUTMAN SANDERS LLP
Bank of America Plaza
600 Peachtree Street, Suite 5200
Atlanta, GA 30308-2216
Tel: (404) 885-3000
Fax: (404) 885-3900
Email: jeffrey.kelley@troutmansanders.com
ezra.cohen@troutmansanders.com
matthew.brooks@troutmansanders.com
About Allied Systems Holdings
BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.
Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.
Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case. Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007 with
$265 million in first-lien debt and $50 million in second-lien
debt.
The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second. They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K. Mumford,
Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and
Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.
Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.
The Company is being advised by Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at Troutman
Sanders, Gowling Lafleur Henderson.
The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries. The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.
An official committee of unsecured creditors has been appointed in
the case. The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and General
Motors LLC. The Committee is represented by Sidley Austin LLP.
In January 2014, the U.S. Trustee for Region 3 appointed a
three-member Official Committee of Retirees.
Yucaipa Cos. has 55% of the senior debt and took the position it
had the right to control actions the indenture trustee would take
on behalf of debt holders. The state court ruled in March 2013
that the loan documents didn't allow Yucaipa to vote.
In March 2013, the bankruptcy court gave the official creditors'
committee authority to sue Yucaipa. The suit includes claims that
the debt held by Yucaipa should be treated as equity or
subordinated so everyone else is paid before the Los Angeles-based
owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.
Yucaipa American Alliance Fund I, L.P., Yucaipa American Alliance
(Parallel) Fund I, L.P., Yucaipa American Alliance Fund II, L.P.,
Yucaipa American Alliance (Parallel) Fund II, L.P., represented by
Michael R. Nestor, Esq., and Edmund L. Morton, Esq., at Young
Conaway Stargatt & Taylor, LLP; and Robert A. Klyman, Esq., at
Gibson, Dunn & Crutcher LLP.
First Lien Agent, Black Diamond Commercial Finance, L.L.C.,
represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at
Landis Rath & Cobb LLP; and Adam C. Harris, Esq., Robert J. Ward,
Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP.
Allied Systems Holdings, Inc., has changed its name to ASHINC
Corporation.
* * *
ASHINC Corporation, f/k/a Allied Systems Holdings, Inc., and its
debtor affiliates filed with the U.S. Bankruptcy Court for the
District of Delaware a joint Chapter 11 plan of reorganization,
co-proposed by the Committee and the first lien agents.
The Plan provides that certain of the Debtors' assets, the
Litigation Trust Assets, will vest in the Allied Litigation Trust,
and the remainder of the Debtors' assets, including the proceeds
from the sale of substantially all of the Debtors' assets, will
either revest in the Reorganized Debtors or be distributed to the
Debtors' creditors.
ALLIED SYSTEMS: Seeks to Sell Memphis Property for $340K
--------------------------------------------------------
Ashinc Corporation, f/k/a Allied Systems Holdings, Inc., et al.,
ask the United States Bankruptcy Court for the District of Delaware
for authority to sell certain real property located at 2355 Frisco
Avenue, in Memphis, Tennessee, to Igal Elefzouaty for $340,000.
The Debtors consummated the sale of their major operating assets to
Jack Cooper Holdings Corporation and its affiliates. Upon the
closing of the Jack Cooper Sale, a large number of the Debtors'
employees became employees of Jack Cooper. After closing the sale,
the Debtors ceased operating their car haul and logistic
businesses, and by the end of December 2013, the Debtors had no
employees.
As of January 1, 2014, the few remaining personnel engaged in
winding down the Debtors' business affairs were independent
contractors. Given the location of the Property, its current
condition, and the lack of any significant interest in the Property
following marketing efforts, the Debtors believe that a sale
agreement with Igal Elefzouaty, represents the highest and best
offer for the Property.
Finance L.L.C. and Spectrum Commercial Finance LLC, the lenders
under the Amended and Restated First Lien Secured Super-Priority
Debtor in Possession and Exit Credit and Guaranty Agreement, dated
as of March 30, 2007, as amended, support the sale of the
property.
Ashinc Corporation, et al. are represented by:
Mark D. Collins, Esq.
Robert J. Stearn, Jr., Esq.
Marisa A. Terranova, Esq.
Brendan J. Schlauch, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
E-mail: collins@rlf.com
stearn@rlf.com
terranova@rlf.com
schlauch@rlf.com
-and-
Jeffrey W. Kelley, Esq.
Matthew R. Brooks, Esq.
TROUTMAN SANDERS LLP
Bank of America Plaza
600 Peachtree Street, Suite 5200
Atlanta, GA 30308-2216
Tel: (404) 885-3000
Fax: (404) 885-3900
Email: jeffrey.kelley@troutmansanders.com
ezra.cohen@troutmansanders.com
matthew.brooks@troutmansanders.com
About Allied Systems Holdings
BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.
Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
ndustry in North America.
Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case. Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007 with
$265 million in first-lien debt and $50 million in second-lien
debt.
The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second. They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K. Mumford,
Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and
Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.
Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.
The Company is being advised by Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at Troutman
Sanders, Gowling Lafleur Henderson.
The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries. The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.
An official committee of unsecured creditors has been appointed in
the case. The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and General
Motors LLC. The Committee is represented by Sidley Austin LLP.
In January 2014, the U.S. Trustee for Region 3 appointed a
three-member Official Committee of Retirees.
Yucaipa Cos. has 55% of the senior debt and took the position it
had the right to control actions the indenture trustee would take
on behalf of debt holders. The state court ruled in March 2013
that the loan documents didn't allow Yucaipa to vote.
In March 2013, the bankruptcy court gave the official creditors'
committee authority to sue Yucaipa. The suit includes claims that
the debt held by Yucaipa should be treated as equity or
subordinated so everyone else is paid before the Los Angeles-based
owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.
Yucaipa American Alliance Fund I, L.P., Yucaipa American Alliance
(Parallel) Fund I, L.P., Yucaipa American Alliance Fund II, L.P.,
Yucaipa American Alliance (Parallel) Fund II, L.P., represented by
Michael R. Nestor, Esq., and Edmund L. Morton, Esq., at Young
Conaway Stargatt & Taylor, LLP; and Robert A. Klyman, Esq., at
Gibson, Dunn & Crutcher LLP.
First Lien Agent, Black Diamond Commercial Finance, L.L.C.,
represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at
Landis Rath & Cobb LLP; and Adam C. Harris, Esq., Robert J. Ward,
Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP.
Allied Systems Holdings, Inc., has changed its name to ASHINC
Corporation.
* * *
ASHINC Corporation, f/k/a Allied Systems Holdings, Inc., and its
debtor affiliates filed with the U.S. Bankruptcy Court for the
District of Delaware a joint Chapter 11 plan of reorganization,
co-proposed by the Committee and the first lien agents.
The Plan provides that certain of the Debtors' assets, the
Litigation Trust Assets, will vest in the Allied Litigation Trust,
and the remainder of the Debtors' assets, including the proceeds
from the sale of substantially all of the Debtors' assets, will
either revest in the Reorganized Debtors or be distributed to the
Debtors' creditors.
ALLY FINANCIAL: Posts $268 Million Net Income for Third Quarter
---------------------------------------------------------------
Ally Financial Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $268 million on $2.10 billion of total financing revenue and
other interest income for the three months ended Sept. 30, 2015,
compared to net income of $423 million on $2.10 billion of total
financing revenue and other interest income for the same period in
2014.
For the nine months ended Sept. 30, 2015, the Company reported net
income of $1.02 billion on $6.27 billion of total financing revenue
and other interest income compared to net income of $973 million on
$6.28 billion of total financing revenue and other interest income
for the same period during the prior year.
As of Sept. 30, 2015, the Company had $156 billion in total assets,
$142 billion in total liabilities, and $14.6 billion in total
equity.
"Ally's third quarter results demonstrate the ongoing strength of
the operations and continued progress on our goals to diversify the
business, achieve our financial targets and build upon our leading
digital platform," said Ally Chief Executive Officer Jeffrey Brown.
"Auto originations were strong at $11.1 billion for the quarter
and $31.7 billion year-to-date, and we remain on track to surpass
our target for the year, despite the shifts in the business. The
business is well-positioned in the marketplace, increasingly more
diversified and poised to provide consistent returns."
Brown continued, "Driving greater efficiencies in our capital and
funding structure also remains a priority, and our efforts include
deposit growth and funding more assets at the bank. In the third
quarter, Ally posted retail deposit growth of $1.8 billion
quarter-over-quarter and funded 76 percent of its auto originations
through Ally Bank. Addressing the remaining Series G securities
continues to be a key area of focus in the near term, as well. By
concentrating on these legacy capital instruments in the coming
months, Ally will be positioned to have a more normalized capital
structure to clear the path for more traditional opportunities to
return excess capital to shareholders."
Ally's consolidated cash and cash equivalents decreased to $5.2
billion as of Sept. 30, 2015, from $5.9 billion at June 30, 2015,
as a result of debt reduction activities in the quarter, which was
partially offset by an increase in deposits. Included in this
quarter's cash balance are $2.4 billion at Ally Bank and $1.1
billion at the insurance subsidiary.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/1UBcLB
About Ally Financial
Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies. The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products. Ally operates as a bank
holding company.
GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake. Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.
* * *
As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'. "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.
In the April 3, 2014, edition of the TCR, Fitch Ratings has
upgraded Ally Financial Inc.'s long-term Issuer Default Rating
(IDR) and senior unsecured debt rating to 'BB+' from 'BB'.
The rating upgrade reflects increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).
As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the 'Ba3' corporate family and 'B1' senior unsecured
ratings of Ally Financial, Inc. and revised the outlook for the
ratings to positive from stable. Moody's affirmed Ally's ratings
and revised its rating outlook to positive based on the company's
progress toward sustained improvements in profitability and
repayment of government assistance received during the financial
crisis.
AMERICAN AIRLINES: Michigan Court Dismisses Former Worker's Suit
----------------------------------------------------------------
Gary Hutchens alleged that American Eagle Airlines, Inc.,
terminated his employment based on his disability. The Defendant
moved to dismiss, arguing that the Plaintiff's claim was discharged
during the Defendant's Chapter 11 bankruptcy proceeding.
The Plaintiff never filed a proof of claim with the Bankruptcy
Court. On May 24, 2013, while the Defendant's bankruptcy
proceeding was ongoing, the Plaintiff filed a complaint in state
court alleging that the Defendant failed to accommodate his
disability thus violating the Michigan Persons With Disabilities
Civil Rights Act and, terminated his employment on July 9, 2010.
The Defendant removed the case to the Bankruptcy Court and the case
was stayed pursuant to the automatic stay provision of the
Bankruptcy Code.
On October 21, 2013, the bankruptcy court issued an order
confirming the Debtors' Second Amended Joint Chapter 11 Plan. The
automatic stay was subsequently lifted and the instant case
re-opened. On August 12, 2015, the Defendant filed a motion to
dismiss the complaint on the ground that the Plaintiff failed to
file any proof of claim with the Bankruptcy Court.
Judge Gordon J. Quist of the United States District Court for the
Western District of Michigan, Northern Division, found that it is
undisputed that the Plaintiff was served with the Bar Date Notice
but failed to file a proof of claim. As a result, the plaintiff's
employment-related claims did not survive discharge after the
Bankruptcy Court's Confirmation Order. Accordingly, Judge Quist
dismissed the Plaintiff's complaint.
The case is captioned GARY HUTCHENS, Plaintiff, v. AMERICAN EAGLE
AIRLINES, INC., Defendant, CASE NO. 2:13-CV-210.
A full-text copy of Judge Quist's Opinion dated October 15, 2015 is
available at http://is.gd/fBm8YWfrom Leagle.com.
Gary Hutchens, plaintiff, represented by:
Sandra Dawn Hanshaw Burink, Esq.
HANSHAW BURINK PLC
3001 West Big Beaver Road, Suite 704
Troy, MI 48084
Phone: 248-643-6500
Fax: 248-643-0280
Email: sburink@powerschapman.com
American Eagle Airlines, Inc., defendant, represented by:
Heather S. Lehman, Esq.
WINSTON & STRAWN LLP
35 W. Wacker Drive
Chicago, IL 60601-9703
Phone: +1 (312) 558-5600
Fax: +1 (312) 558-5700
Email: hlehman@winston.com
About American Airlines
AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-
cutting labor agreements. AMR, previously the world's largest
airline prior to mergers by other airlines, is the last of the so-
called U.S. legacy airlines to seek court protection from
creditors. It was the third largest airline in the United States
at the time of the bankruptcy filing.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel. Rothschild
Inc., is the financial advisor. Garden City Group Inc. is the
claims and notice agent.
Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.
The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.
AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.
The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways. By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.
Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.
In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit. The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.
AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.
* * *
The Troubled Company Reporter, on Sep. 2, 2014, reported that
Standard & Poor's Ratings Services revised its rating outlooks on
American Airlines Group Inc. (AAG) and its subsidiaries American
Airlines Inc. and US Airways Inc. to positive from stable. At the
same time, S&P affirmed its ratings on the companies, including
the 'B' corporate credit ratings.
The TCR, on April 13, 2015, reported that Standard & Poor's
Ratings
Services assigned its 'BB' issue-level rating and '1' recovery
rating to American Airlines Inc.'s (American; B+/Positive/--) $750
million amended term loan B due Oct. 10, 2021. The term loan is
guaranteed by the company's parent, American Airlines Group Inc.,
and its affiliates, US Airways Group Inc. and US Airways Inc.
S&P's '1' recovery rating indicates its expectation of a "very
high" (90%-100%) recovery in a default scenario.
The TCR also reported on April 10, 2015, that following the
announcement by American Airlines, Inc. that it would re-price and
alter the collateral package for its $1.15 billion senior secured
credit facility, Fitch's ratings on the facility remain unchanged
at 'BB+/RR1'.
AMERICAN AIRLINES: S&P Affirms 'BB+' Rating on $1.025BB Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'BB+' issue-level ratings on American Airlines Inc.'s $1.025
billion revolving credit facility due Oct. 10, 2020, and its $750
million term loan due Oct. 10, 2021. The '1' recovery ratings on
the debt are unchanged, indicating S&P's expectation of high
(90%-100%) recovery in a default scenario.
At the same time, S&P affirmed its 'BB+' issue-level ratings on US
Airways Inc.’s $1 billion term loan B1 and $600 million term loan
B2. The '1' recovery ratings on the debt are unchanged, indicating
S&P's expectation of high (90%-100%) recovery in a default
scenario.
"The affirmations are based on the continued solid collateral
coverage of American Airlines' upsized revolving credit facility
and related term loan, which are secured by routes, gates, and
slots relating to London's Heathrow Airport (now including some
that formerly secured US Airways Inc.'s term loans)," said Standard
& Poor's credit analyst Philip Baggaley. "Similarly, even
following the removal of some collateral, which includes accounts
receivable and slots at Washington D.C.'s Reagan Airport, as well
as the Heathrow routes that were transferred to collateralize
American's revolving credit facility and term loan, we believe that
US Airways term loans B1 and B2 remain well secured."
AMERICAN EAGLE: Selling to Resource Energy for $36.75 Million
-------------------------------------------------------------
American Eagle Energy Corporation and affiliate AMZG, Inc.,
conducted an auction on Oct. 21, 2015, and thereafter signed a deal
to sell most of their assets to Resource Energy Can-Am LLC, for a
base purchase price of $36.75 million, subject to adjustments.
The Asset Purchase Agreement signed on Oct. 21, 2015, provides that
Resource Energy will pay $36.75 million in cash, subject to an
upward adjustment for the amount of all property costs paid by the
Debtors prior to closing, proceeds from the production of
Hydrocarbons received by the purchaser, periodic non-income taxes
allocated to the purchaser and the amount by which estimated cure
costs exceed the actual cure costs by the purchaser. The purchaser
agreed to submit a performance deposit of $3,675,000. The APA may
be terminated by the purchaser if the sale order is not entered by
Nov. 6, 2015, and if closing has not occurred by Nov. 30, 2015.
The Purchaser can be reached at:
Resource Energy Can-Am LLC
1805 Shea Center Drive, Suite 100
Highlands Ranch, CO 100
Attn: Paul Favret - CEO and President
Fax: (720) 387-8621
E-mail: pfavret@resource-energy-US.com
The Purchaser's attorneys:
VINSON & ELKINS LLP
666 Fifth Avenue, 26th Floor
New York, NY
Attn: James J. Fox
Fax: (917) 849-5328
E-mail: jfox@velaw.com
A copy of the APA with Resource Energy is available for free at:
http://bankrupt.com/misc/Amer_Eagle_445_RECA_APA.pdf
Stalking Horse Bid
The Debtors have earlier proposed to sell their assets to an entity
formed by Bennett Management Corp., Aristeia Capital, LLC, Kayne
Anderson Capital Advisors, L.P., and Northeast Investors Trust
(together, the "Ad Hoc Group"), via a credit bid, absent higher and
better offers.
Prepetition noteholders are owed at least $175 million by the
Debtors and claimed that they are undersecured by no less than $120
million. The Ad Hoc Noteholders Group agreed to purchase the
assets for a $70 million in the form of a credit bid.
The Debtors won approval of bidding procedures that required
competing bids to submit offers in the amount of $70 million plus
an overbid amount $250,000. In August, the Debtors announced that,
to promote the goals of the auction, the Ad Hoc Group has reduced
its initial credit bid to $52.5 million.
The Noteholders-led auction was conducted Oct. 21.
Opposition to Credit Bidding
Hydratek, Inc.; Miller Oil Company, Inc.; G-Style Transport, LLC;
and Precision Completion & Production Services, Ltd. (collectively,
the "Well Lien Claimants") asked the Court to deny or condition
credit bidding by the Ad Hoc Committee, noting that there is a
dispute among various parties as to the priority of their
respective liens, including the liens of Well Lien Claimants and
the Ad Hoc Group. The Well Claimants noted that (i) case law
requires that a junior credit bidding lender must pay senior liens,
and (ii) where a priority or similar dispute exists among secured
creditors, the credit bidding creditor must escrow funds or provide
a letter of credit to satisfy secured liens that may later be
determined to be senior.
Irongate Rental Services, LLC, Nabors Drilling USA LP, Thru Tubing
Solutions, Inc., GE Oil & Gas Pressure Control, LP and Accelerated
Artificial Lift Systems, LLC (the "Lien Claimants"), which are
prepetition service providers to American Eagle, objected to the
proposed sale on the basis that the Debtors cannot satisfy 11
U.S.C. Section 363(f) as Lien Claimants are first position
lienholders and do not consent to any sale free and clear of their
lien.
The Official Committee of Unsecured Creditors also opposed the
Noteholders-led sale process. The Committee argued that the
Noteholders' initial credit bid and unlimited credit bid rights
would chill bidding and prevent other bidders from even
entertaining the idea of pursuing an acquisition of the Debtors'
assets.
Sale Process Timeline
On June 26, 2015, the Debtors filed a motion seeking approval of a
sale of substantially all of their assets. The Debtors submitted
an asset purchase agreement with, AMZG Acquisition, Inc., which
agreed to acquire the assets for $70,000,000 in the form of a
credit bid. The stalking horse was formed by the Ad Hoc Group.
The motion provides that under the APA, holders of secured claims
will either consent, maintain their liens, or be paid in full.
On July 24, 2015, the U.S. Bankruptcy Court for the District of
Colorado entered an order approving the proposed bidding
procedures, scheduling an auction for Sept. 9, 2015, and a sale
hearing for Oct. 22.
On Aug. 18, 2015, Debtors amended the proposed bidding procedures
and APA, which reduced the credit bid by the Stalking Horse to
$52,000,000.
The Debtors twice adjourned the auction. In a notice dated Sept.
22, 2015, the Debtors notified that the auction has been adjourned
to Oct. 21, and the sale hearing has been adjourned to Oct. 22.
Several parties filed objections prior to the sale hearing:
* Arapahoe County Treasurer,
* Murex Petroleum Corporation,
* Crescent Point Energy U.S. Corp,
* Power Crude Transport, Inc.,
* USG Properties Bakken I, LLC,
* Official Committee of Unsecured Creditors,
* Jacam Chemical Company 2013, LLC,
* Halliburton Energy Services, Inc.,
* CMG Oil & Gas, Inc.,
* Hydratek, Inc., Miller Oil Company, Inc., G-Style Transport,
LLC, and Precision Completion & Production Services, Ltd.
* the United States, on behalf of the U.S. Department of
Interior, through the Office of Natural Resources Revenue and the
Bureau of Land Management, and
* Arctic Energy Services, LLC
The Debtors said in a court filing that following the Oct. 21
auction, they have entered into an asset purchase agreement with
Resource Energy.
According to the minutes of the Oct. 22 sale hearing, Judge Howard
Tallman is set to approve the sale of the Debtors' assets by entry
of a separate order to be prepared by the Debtors' counsel and
circulated to interested parties. As of Oct. 31, the Court has not
yet entered the sale order.
* * *
The Court is also slated to convene a hearing on Nov. 6, 2015, to
consider granting approval to the Debtors' continued use of cash
collateral.
About American Eagle
Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties. The Company is primarily focused on extracting
proved oil reserves from those properties.
American Eagle Energy Corporation and its wholly-owned subsidiary,
AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D.
Colo., Case No. 15-15073). The case is assigned to Judge Howard
R.
Tallman. The Debtors are represented by Elizabeth A. Green, Esq.,
at Baker & Hostetler LLP, in Orlando, Florida.
On May 13, 2015, Judge Tallman granted the Debtors' request for
joint administration.
American Eagle Energy Corporation disclosed total assets of
$21,980,687 and total liabilities of $193,604,113 as of the
Chapter
11 filing.
The U.S. Trustee for Region 6, appointed seven creditors to serve
on the Official Committee of Unsecured Creditor. The Committee
tapped to retain Pachulski Stang Ziehl & Jones LLP as counsel, and
Conway Mackenzie as financial advisor.
ARAMARK: S&P Affirms 'BB' Corp. Credit Rating
---------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Philadelphia-based Aramark. The outlook is
stable.
S&P also affirmed its 'BBB-' issue-level rating on the senior
secured bank facilities with a recovery rating of '1', reflecting
S&P's expectations for very high (90% to 100%) recovery in the
event of a payment default. At the same time, S&P affirmed its
'BB-' senior unsecured debt rating with a recovery rating '5',
reflecting S&P's expectations for modest (10% to 30%) recovery in
the event of a payment default. S&P's recovery expectation for the
unsecured debt is now at the higher half of the range, compared to
the lower half previously.
"We believe Aramark will continue to perform in line with our
expectations and modestly strengthen credit measures over the next
year, including gradually improving debt to EBITDA to below 4x,"
said Standard & Poor's credit analyst Gerald Phelan. "Although the
financial sponsor exit is a clear credit positive with respect to
future financial policy, we forecast the company's financial
leverage will remain above 3.5x (as measured by adjusted debt to
EBITDA) until 2017, which is our threshold for a higher rating."
Standard & Poor's ratings on Aramark incorporate the company's
leading (though not dominant) position in the competitive and
fragmented food and support services market and its sizable
business with customers in relatively stable service segments
(particularly heath care, education, and corrections), which S&P
believes translates into consistent profitability. S&P's ratings
also incorporate Aramark's high client retention rates and moderate
geographic diversity. S&P believes the company has a generally
good reputation as an efficient operator and could benefit from
potential industrywide growth in outsourcing. Nevertheless, S&P
recognizes the company's EBITDA margin is below industry leaders
and forecast some improvement, partly as a result of savings from
better labor overtime management, which S&P factors into its
projections. Furthermore, Aramark's business is exposed to labor
cost increases -- including wage hikes and potentially higher
health care costs -- and food cost volatility. Thus far the company
has successfully controlled the health care cost changes brought on
by the Affordable Care Act (including by managing hours worked
below certain thresholds, increasing employee cost sharing, and
using insurance exchanges), which S&P assumes will continue. In
addition, absent extreme weather events, S&P assumes food cost
inflation will be muted, but believes Aramark could offset
potential moderate input cost increases by varying menu items and
passing on cost increases to its customers.
The stable outlook reflects S&P's forecast that profitability and
cash flow will grow modestly, which should enable the company to
reduce debt and improve debt to EBITDA to below 4x and FFO to debt
to the high teens over the next year. S&P expects this to occur
due to a combination of new business wins, strong retention rates,
productivity enhancements, and reduced food cost inflation, despite
slowing global economic growth.
ARCHDIOCESE OF MILWAUKEE: Committee Taps Abuse Claims Reviewer
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Archdiocese of Milwaukee asks the U.S. Bankruptcy Court for
the Eastern District of Wisconsin for permission to employ Paul
Finn as the abuse claims reviewer.
On Sept. 25, 2015, the Debtor filed the Second Amended Chapter 11
Plan of Reorganization dated Sept. 25, 2015.
The Committee relates that the Plan provides that certain Abuse
Survivors for whom the Debtor is liable will receive a cash
distribution from a settlement trust. Subject to the Plan Trust
Agreement, the allocation of the Plan Trust's assets to Abuse
Survivors will be determined under an allocation process. The Plan
also provides that evaluating the Abuse Survivor Claims under the
Allocation Protocol will be conducted by an Abuse Claims Reviewer.
Mr. Finn's professional services will include, reviewing and
assessing Abuse Survivor Claims under the Allocation Protocol
described in the Plan.
Mr. Finn will charge $500 per each claim he reviews and $400 for
each claim he reconsiders.
The sole source of payment of Mr. Finn's fees and expenses will be
the assets of the Plan Trust. The Bankruptcy Court's order
approving the application is not an approval of the Allocation
Protocol and all parties retain their rights to object to the Plan
and the Allocation Protocol.
To the best of the Debtor's knowledge, Mr. Finn is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
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.
BERNARD L. MADOFF: Thybo to Pay $47M to Resolve Clawback Suit
-------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that hedge fund
operator Thybo Asset Management Ltd. has agreed to pay $46.6
million to resolve a clawback suit accusing the firm of turning a
blind eye to Bernie Madoff's massive Ponzi scheme, according to
court papers filed on Oct. 23, 2015, in New York bankruptcy court.
The lawsuit, which had been seeking $62 million from TAM, was
brought in 2009 by the trustee overseeing the liquidation of
Madoff's securities firm, Bernard L. Madoff Investment Securities.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970. The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation
of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr.
Picard has retained AlixPartners LLP as claims agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later
transferred to Manhattan. In June 2009, Judge Lifland approved
the consolidation of the Madoff SIPA proceedings and the
bankruptcy
case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of the end
of May 2015, the SIPA Trustee has recovered more than $10.699
billion and has distributed approximately $7.576 billion. When
additional settlements awaiting distribution are taken into
account, the recovery in the Madoff liquidation proceeding totals
$10.734 billion.
BROADWAY FINANCIAL: Stockholders Elect 3 Directors
--------------------------------------------------
The Annual Meeting of Stockholders of Broadway Financial
Corporation was held on Oct. 28, 2015, at which the stockholders:
(a) elected Wayne-Kent A. Bradshaw, Kellogg Chan and Erin
Selleck as directors for three-year terms;
(b) ratified the appointment of Moss Adams LLP as the Company's
independent registered public accounting firm for the year
ending Dec. 31, 2015; and
(c) approved the Company's executive compensation.
About Broadway Financial
Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank. In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b. The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.
The Company is regulated by the Board of Governors of the Federal
Reserve System. The Bank is regulated by the Office of the
Comptroller of the Currency and the Federal Deposit Insurance
Corporation.
As of June 30, 2015, the Company had $359.2 million in total
assets, $319.5 million in total liabilities and $39.6 million in
total stockholders' equity.
Regulatory Matters
As a result of significant deficiencies in the Company's and the
Bank's operations noted in a regulatory examination in early 2010,
the Company and the Bank were declared to be in "troubled
condition" and agreed to the issuance of the cease and desist
orders by the regulatory predecessor of the Office of the
Comptroller of the Currency for the Bank and the Board of Governors
of the Federal Reserve System for the Company effective Sept. 9,
2010, requiring, among other things, that the Company and the Bank
take remedial actions to improve the Bank's loan underwriting and
internal asset review procedures, to reduce the amount of its
non-performing assets and to improve other aspects of the Bank's
business, as well as the Company's management of its business and
the oversight of the Company's business by the Board of Directors.
Effective Oct. 30, 2013, the Order for the Bank was superseded by a
Consent Order entered into by the Bank with the OCC. As part of
the Consent Order, the Bank is required to attain, and thereafter
maintain, a Tier 1 (Core) Capital to Adjusted Total Assets ratio of
at least 9% and a Total Risk-Based Capital to Risk-Weighted Assets
ratio of at least 13%, both of which ratios are greater than the
respective 4% and 8% levels for such ratios that are generally
required under OCC regulations. The Bank's regulatory capital
exceeded both of these higher capital ratios at Dec. 31, 2014, and
2013.
CAESAR'S ENTERTAINMENT: Court Refuses to Enjoin Suit vs. Parent
---------------------------------------------------------------
Caesars Entertainment Operating Company, Inc., and approximately
170 of its subsidiaries appeal from the decision of the bankruptcy
court denying their request for enjoining BOKF, N.A., et al., from
pursuing civil actions against CEOC's non-debtor parent, Caesars
Entertainment Corp., pending in the Delaware Court of Chancery and
the Southern District of New York.
In 2008, affiliates of Apollo Global Management, LLC ("Apollo") and
TPG Capital LP ("TPG") and other investors acquired CEC (and all of
its subsidiaries) in a $30.7 billion leverage buyout. The investors
paid $6.1 billion in cash with the remainder funded through the
issuance of approximately $24 billion in debt. Of the $24 billion,
$19.7 billion was secured by liens on substantially all of Debtors'
assets.
Around 2009, as a result of the 2008 financial crisis, Caesars
sought to restructure and manage CEOC's debt. Caesars engaged in a
series of over 45 "capital market transactions, including "assets
sales, exchange and tender offers, debt repurchases and refinances,
(the "Disputed Transactions"). Debtors describe these transactions
as designed to "extend debt maturities, meet interest obligations,
monetize assets and transfer debt in capital expenditure
obligations at properties CEOC could not afford to invest in."
Prior to the Disputed Transactions, CEC was a holding company with
its sole asset consisting of 100% of CEOC. At the time it
guaranteed both the Senior Unsecured Notes and the Second Lien
Notes it possessed nothing but the equity in CEOC. It is only as a
result of the Disputed Transactions that CEC obtained assets beyond
its ownership interest in CEOC.
CEOC's creditors understandably take a dim view of the Disputed
Transactions, considering them to be part of a "carefully
orchestrated plan to strip CEOC of valuable assets," moving them
beyond the creditors' reach. According to the creditors, the plan
created a "Good Caesars" consisting of CEC and its affiliates
holding prime assets that once belonged to CEOC, and "Bad Caesars,"
consisting of CEOC left with barely profitable or unprofitable
properties and burdened with debt left from the 2008 leveraged
buyout.
Two of the Disputed Transactions are particularly relevant to the
instant dispute, because they led to the lawsuits that Debtors seek
to enjoin. The first such transaction, referred to by the parties
as the B-7 Refinancing, occurred in May 2014 when CEC and CEOC had
CEOC amended its first lien credit agreement and obtain an
additional $1.75 billion in new term loans. As part of that
transaction, CEC sold 68.1 shares, or 5%, of CEOC common stock for
$6.15 million to institutional investors not affiliated with CEC.
Based on this sale, CEC took the position that because CEOC was no
longer a wholly-owned subsidiary, CEC's guarantees of CEOC's
obligations under the First and Second Lien Notes were terminated.
The second Disputed Transaction, referred to as the "Senior
Unsecured Notes Transaction," occurred on August 12, 2014, when CEC
and CEOC consummated a deal with certain holders of more than 51%
of CEOC's outstanding Senior Unsecured Notes. CEC and CEOC
repurchased $155.4 million of the Notes, with each paying $77.7
million plus accrued and unpaid interest. The selling noteholders
agreed to support any future restructuring that had consent of at
least 10% of outstanding noteholders. They also entered into a
supplemental indenture that, among other things, removed CEC's
guarantee of the Senior Unsecured Notes.
On January 12, 2015, three second lien noteholders filed an
involuntary petition against CEOC in the District of Delaware.
Three days later, January 15, 2015, Debtors filed voluntary Chapter
11 petitions in this district. The Delaware court transferred the
involuntary case to this district. On March 11, 2015, one week
after BOKF filed the last of the four actions against CEC, Debtors
filed the instant adversary action seeking, among other things, an
injunction against defendants from prosecuting their guarantee
claims against the "non-debtor affiliates."
After an evidentiary hearing, the bankruptcy court denied Debtors'
request for an injunction, concluding that the Debtors have not
demonstrated that the claims the estates have against CEC arise out
of the same acts as the guaranty claims the defendants are pursuing
against CEC in Delaware and New York.
Judge Robert W. Gettleman of the United States District Court for
the Northern District of Illinois, Eastern Division, affirmed the
decision of the bankruptcy court.
The case is captioned IN RE: CAESARS ENTERTAINMENT OPERATING
COMPANY, INC., ET AL., Debtors. CAESARS ENTERTAINMENT OPERATING
COMPANY, INC. et al., Plaintiffs-Appellants, v. BOKF, N.A.,
WILMINGTON SAVINGS FUND SOCIETY, FSB, MEEHANCOMBS GLOBAL CREDIT
OPPORTUNITIES MASTER FUND, LP, RELATIVE VALUE-LONG/SHORT DEBT
PORTFOLIO, a Series of Underlying Funds Trust, SB 4 CF LLC, CFIP
ULTRA MASTER FUND, LTD., TRILOGY PORTFOLIO COMPANY, LLC, and
FREDRICK BARTON DANNER, Chapter 11, Defendants-Appellees, NO. 15 C
6504, CASE NO. 15-01145, ADVERSARY PROCEEDING NO. 15-100149.
A full-text of the Opinion and Order dated October 6, 2015 is
available at http://is.gd/Ih2Otofrom Leagle.com.
Appellants are represented by David Richard Seligman, Esq. --
david.seligman@kirkland.com -- KIRKLAND & ELLIS LLP, David J. Zott,
Esq. -- david.zott@kirkland.com -- KIRKLAND & ELLIS LLP, Jeffrey J
Zeiger, Esq. -- jeffrey.zeiger@kirkland.com -- KIRKLAND & ELLIS
LLP, John C. O'Quinn, Esq. -- john.oquinn@kirkland.com -- KIRKLAND
& ELLIS LLP, James Howard Mandell Sprayregen, Esq. --
james.sprayregen@kirkland.com -- KIRKLAND & ELLIS LLP, Nicole L
Greenblatt, Esq. -- nicole.greenblatt@kirkland.com -- KIRKLAND &
ELLIS LLP, & Paul M. Basta, Esq. -- paul.basta@kirkland.com --
KIRKLAND & ELLIS LLP.
Appellees are represented by Andrew I Silfen, Esq. --
andrew.silfen@arentfox.com -- ARENT FOX LLP, Harold L. Kaplan,
Foley & Lardner LLP, Jackson D. Toof, jackson.toof@arentfox.com --
ARENT FOX LLP, Lars A. Peterson, Esq. -- lapeterson@foley.com --
FOLEY & LARDNER, Mark F Hebbeln, Esq. -- mfhebbeln@foley.com --
FOLEY & LARDNER, James O. Johnston, Esq. -- jjohnston@jonesday.com
-- JONES DAY, Eric R Wilson, Esq -- ewilson@kelleydrye.com --
KELLEY DRYE & WARREN LLP, Geoff Stewart, Esq. --
gstewart@jonesday.com -- JONES DAY, Morgan Reid Hirst, Esq. --
mhirst@jonesday.com -- JONES DAY & Timothy William Hoffmann, Esq.
-- thoffman@jonesday.com -- JONES DAY, Edmund S Aronowitz, Esq. --
earonowitz@gelaw.com -- GRANT & EISENHOFER, P.A., Gordon Z. Novod,
Esq. -- gnovod@gelaw.com -- GRANT & EISENHOFER, P.A., James S.
Notis, Esq. -- jnotis@gardylaw.com -- ABBEY GARDY LLP, Jay W.
Eisenhofer, Esq. -- jeisenhofer@gelaw.com -- GRANT & EISENHOFER,
P.A., Mark C. Gardy, Esq. -- mgardy@gardylaw.com -- ABBEY GARDY
LLP, James H Millar, Esq. -- James.Millar@dbr.com -- DRINKER BIDDLE
& REATH LLP, Frank F. Velocci, Esq. -- Frank.Velocci@dbr.com --
DRINKER BIDDLE & REATH LLP, Kristin K. Going, Esq. --
Kristin.Going@dbr.com -- DRINKER BIDDLE & REATH LLP & Timothy R.
Casey, Esq. -- Timothy.Casey@dbr.com -- DRINKER BIDDLE & REATH
LLP.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended
and Restated Restructuring Support and Forbearance Agreement,
dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and
the Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.
* * *
The Troubled Company Reporter, on April 27, 2015, reported that
Fitch Ratings has affirmed and withdrawn the Issuer Default
Ratings (IDR) and issue ratings of Caesars Entertainment Operating
Company (CEOC). These actions follow CEOC's Chapter 11 filing on
Jan. 15, 2015. Accordingly, Fitch will no longer provide ratings
or analytical coverage for CEOC.
In addition, Fitch has affirmed the IDR and issue rating of
Chester Downs and Marina LLC (Chester Downs) and the ratings have
been simultaneously withdrawn for business reason.
CAMPOSOL HOLDING: Moody's Cuts GS Corporate Family Rating to Caa1
-----------------------------------------------------------------
Moody's Investors Service has downgraded Camposol Holding Plc.'s
global scale corporate family rating to Caa1. At the same time,
Moody's downgraded Camposol S.A.'s senior unsecured notes due 2017
to Caa1. The outlook for the ratings remains stable.
The following ratings have been downgraded:
Issuer: Camposol Holding Plc
Corporate Family Rating: Caa1 (global scale)
Issuer: Camposol S.A.
USD200 million Senior Unsecured Notes due 2017: Caa1 (foreign
currency)
Outlook: Stable
RATINGS RATIONALE
The downgrade to Caa1 results from the ongoing deterioration in
Camposol's performance and debt metrics, as well as expectations
for continued challenging conditions for the Peruvian agricultural
business, particularly given the risks of a moderate to strong El
Niño event. The downgrade also incorporates Camposol's tight
liquidity profile and the fact that no material credit metrics
turnaround is expected over the next several quarters. While the
company's leverage, as measured by Moody's adjusted debt-to-EBITDA,
has been deteriorating by the impact of weak performance explained
by lower volumes of avocados, asparagus and shrimp, given adverse
weather conditions, Moody's estimates leverage to remain above 10
times over the next two years.
The Caa1 ratings reflect the company's small operating scale, weak
credit metrics, tight liquidity, and limited historical track
record in its current business model. The ratings also consider the
sensitivity of the operations to the volatility of the agribusiness
industry, as well as cyclical variations in demand for its food
products. Despite the weak results, Moody's expects Camposol to
continue its diversification strategy by increasing the production
in the blueberries and seafood segments, as well the reinforcement
of its direct sales to retailers, which could lead to higher
operating margins in a longer term horizon.
The ratings are supported by the company's position as the largest
fully integrated agribusiness corporation in Peru that includes
production, packaging and distribution of agricultural products.
The rating reflects Camposol's large holdings of arable land as
well as its diversified product mix comprised of a varied range of
fruits and vegetables which allows the company to drive growth
through expansion and product mix shifts without substantial
additional capital expenditures needs.
The stable ratings outlook is based on Moody's expectation that
Camposol will improve operating margins over the intermediate to
long term, especially in the growing blueberries segment. The
stable outlook also reflects our assumption that the company will
be able to rollover its short term debt and fund its near-term
investment program without increasing negative free cash flow or
requiring material further external funding.
An upgrade of the ratings would require improvements in Camposol's
operating performance and metrics. Quantitatively, upward momentum
could result if Camposol's total adjusted debt to EBITDA is
sustained below 6 times on a 3-year average basis and retained cash
flow to adjusted net debt is sustained above 15% on a 3-year
average basis.
A downgrade of the ratings would result from further deterioration
in the company's credit metrics and liquidity. Quantitatively, a
downgrade could be caused if adjusted debt/EBITDA remains above
15.0x or EBITDA to interest expense continues below 1.0 time for an
extended period of time.
Camposol is a private company headquartered in Peru. The company
plants, harvests, processes and exports avocadoes, white and green
asparagus (fresh, frozen and preserved), blueberries, mangoes,
peppers, table grapes and shrimps for the last twelve months ended
September 2015, the company reported total revenues of USD 276
million.
CANCER GENETICS: Third Quarter Preliminary Results
--------------------------------------------------
While full financial information is not available for the three and
nine months ended Sept. 30, 2015, Cancer Genetics, Inc. provided
with the Securities and Exchange Commission the following unaudited
preliminary information for the three and nine months ended Sept.
30, 2015, as an update.
"We are currently finalizing our financial results for the three
months ended September 30, 2015. While complete financial
information and operating data as of and for such period are not
available, based on the information and data currently available,
our management preliminarily estimates that for the three months
ended September 30, 2015 our revenue was $4.0 million, compared to
revenue of $4.2 million for the three months ended June 30, 2015
and $3.2 million for the three months ended September 30, 2014. In
addition, our management preliminarily estimates that for the three
months ended September 30, 2015 our operating loss and net loss was
between $5.6 million and $5.2 million, respectively, compared to an
operating loss and net loss of $4.4 million and $5.0 million for
the three months ended June 30, 2015 and $ 4.9 million and $4.8
million for the three months ended September 30, 2014. The Company
had cash, cash equivalents and short-term investments of
approximately $19.9 million at September 30, 2015," according to a
regulatory filing.
Cancer Genetics' preliminary results of operations and financial
data included in this prospectus has been prepared by, and are the
responsibility of, the Company's management. RSM US LLP (formerly
McGladrey LLP) has not audited, reviewed, compiled or performed any
procedures with respect to the foregoing preliminary results of
operations and financial data. Accordingly, RSM US LLP (formerly
McGladrey LLP) does not express an opinion or any other form of
assurance with respect thereto.
"We are currently obtaining and finalizing the financial results of
Response Genetics for purposes of preparing condensed pro forma
financial information in our quarterly report. While complete
financial information and operating data as of and for such period
are not available, based on the information and data currently
available, our management preliminarily estimates that for the
three months ended September 30, 2015 Response Genetics' revenue
was $2.7 million. In addition, our management preliminarily
estimates that for the three months ended September 30, 2015
Response Genetics' net loss was $5.8 million. We did not acquire
any of the Response Genetics cash or accounts receivable associated
with their clinical business."
The Company said all of these estimates are preliminary and may
change. There can be no assurance that Response Genetics' final
results for this quarter will not differ from these estimates,
including as a result of quarter-end closing procedures or review
adjustments, and such changes could be material. In addition,
these preliminary results of operations and financial data for the
three months ended Sept. 30, 2015, are not necessarily indicative
of the results to be achieved for the remainder of 2015 or any
future period.
Response Genetics filed for Chapter 11 bankruptcy on Aug. 9, 2015.
GAAP requires specific adjustments when an entity is in bankruptcy.
These adjustments can affect the measurement of assets and
liabilities from the discharge of bankruptcy, potential recognition
of gain or loss resulting and classification of assets and
liabilities to be discharged in the bankruptcy process. Cancer
Genetics has also not made any adjustments to the Response Genetics
financial information to reflect the bankruptcy of Response
Genetics in the preliminary financial information for the period
ended Sept. 30, 2015.
As of Oct. 30, 2015, Cancer Genetics has not completed the detailed
valuation studies necessary to finalize the required estimates of
the fair value of the Response Genetics' assets acquired and
liabilities assumed and the related allocations of the purchase
price, nor has Cancer Genetics identified the adjustments
necessary, to conform Response Genetics' accounting policies to
those of Cancer Genetics.
About Cancer Genetics
Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage
diagnostics company focused on developing and commercializing
proprietary genomic tests and services to improve and personalize
the diagnosis, prognosis and response to treatment (theranosis) of
cancer.
Cancer Genetics reported a net loss of $16.6 million in 2014, a net
loss of $12.4 million in 2013 and a net loss of $6.66 million in
2012.
As of June 30, 2015, the Company had $39.8 million in total assets,
$13 million in total liabilities and $26.7 million in total
stockholders' equity.
CLIFFS NATURAL: Reports Third Quarter 2015 Results
--------------------------------------------------
Cliffs Natural Resources Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to the Company's common shareholders of $15
million on $593.2 million of revenues from product sales and
services for the three months ended Sept. 30, 2015, compared to a
net loss attributable to the Company's common shareholders of $5.89
billion on $979.7 million of revenues from product sales and
services for the same period a year ago.
For the nine months ended Sept. 30, 2015, the Company reported a
net loss attributable to the Company's common shareholders of $727
million on $1.53 billion of revenues from product sales and
services compared to a net loss attributable to the Company's
common shareholders of $5.97 billion on $2.34 billion of revenues
from product sales and services for the same period during the
prior year.
As of Sept. 30, 2015, the Company had $2.27 billion in total
assets, $4.03 billion in total liabilities and a $1.75 billion
total deficit.
"We may be unable to obtain and renew permits necessary for our
operations or be required to provide additional financial
assurance, which could reduce our production, cash flows,
profitability and available liquidity. We also could face
significant permit and approval requirements that could delay our
commencement or continuation of existing or new production
operations which, in turn, could affect materially our cash flows,
profitability and available liquidity," the Company states in the
quarterly report.
Lourenco Goncalves, Cliffs' chairman, president and chief executive
officer, said, "Our performance this past quarter illustrates how
far we have come in our turnaround story. We have been able to
deliver significant cost reductions in all areas of the business
through disciplined execution of the strategy instituted last
year." Mr. Goncalves added, "We expect the domestic steel market
to improve in 2016 as trade actions reduce the pressure of imports
and firm up steel pricing. Our solid cost position coupled with
stronger demand from the mills should drive better profitability
for Cliffs."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/OecRIu
About Cliffs Natural Resources
Cliffs Natural Resources Inc. --
http://www.cliffsnaturalresources.com/-- is a mining and natural
resources company. The Company is a major supplier of iron ore
pellets to the U.S. steel industry from its mines and pellet plants
located in Michigan and Minnesota. Cliffs also produces
low-volatile metallurgical coal in the U.S. from its mines located
in West Virginia and Alabama. Additionally, Cliffs operates an
iron ore mining complex in Western Australia and owns two
non-operating iron ore mines in Eastern Canada. Driven by the core
values of social, environmental and capital stewardship, Cliffs'
employees endeavor to provide all stakeholders operating and
financial transparency.
On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of
its affiliates, including Cliffs Quebec Iron Mining ULC commenced
restructuring proceedings in Montreal, Quebec, under the Companies'
Creditors Arrangement Act (Canada). The initial CCAA order will
address the Bloom Lake Group's immediate liquidity issues and
permit the Bloom Lake Group to preserve and protect its assets for
the benefit of all stakeholders while restructuring and sale
options are explored.
The Company reported a net loss of $8.31 billion in 2014 following
net income of $362 million in 2013.
* * *
As reported by the TCR on Feb. 3, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Cliffs
Natural Resources Inc. to 'B' from 'BB-'. The downgrade of
Cleveland-based Cliffs Natural Resources is driven by a revision
of the company's financial risk profile to "highly leveraged" from
"aggressive" as a result of S&P's lowered iron ore price
assumptions. The 24% cut to $65 per metric ton marked the
third downward revision since early 2014, when S&P's forecast
prices were more than $100 per metric ton.
The TCR reported in March 2015 that Moody's Investors Service
downgraded Cliffs Natural Resources Inc. Corporate Family Rating
and Probability of Default Rating to 'B1' and 'B1-PD'
respectively. "The downgrade in the CFR to 'B1' reflects
expectations for a weaker performance in the Asia Pacific iron ore
(APIO) segment, which has a greater exposure to the movement of
iron ore prices in the seaborne market," said Carol Cowan, Moody's
senior vice president.
COUTURE HOTEL: Court Amends Order Authorizing Gardner Employment
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, in an
amended order, authorized Couture Hotel Corporation to employ
Gardner Haas PLLC as special counsel, as of June 22, 2015.
The amended order corrects and replaces the prior order entered by
the Court, as the order contains the language agreed upon by the
parties.
The order provides that, among other things, the Debtor is not
authorized to use cash collateral of Mansa Capital, LLC, for
payment to or compensation of Gardner Haas PLLC, and Mansa's rights
and its objection to such use of its cash collateral by Debtor are
fully preserved.
As reported by the Troubled Company Reporter on July 13, 2015,
Gardner Haas is expected to investigate and prepare a report
regarding causes of action owned by the Debtor related to the
bidding and procurement of rooms at Nellis Air Force Base.
In connection with its representation, Gardner Haas will charge for
time at its normal and customary rates for attorneys and legal
assistants and will request reimbursement for its out-of-pocket
expenses.
Gardner Haas assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
About Couture Hotel
Couture Hotel Corporation, fka Hugh Black-St Mary Enterprises,
Inc., owns and operates four hotels: a Wyndham Garden Inn in
Dallas, Texas, consisting of 356 rooms and remodeled in 2013; a
Howard Johnson in Corpus Christi, Texas, consisting of 140 rooms
and remodeled in 2012; a Howard Johnson in Las Vegas, Nevada,
consisting of 110 rooms and remodeled in 2012; and an independent
hotel in Las Vegas, Nevada (formerly branded as a Value Place),
consisting of 121 rooms and also remodeled in 2012.
The Las Vegas hotels are located at one of the entrances to Nellis
Air Force base in North Las Vegas. The Debtor owns the real
property and improvements, as well as the franchise rights to the
hotels (except for Las Vegas Value Place).
The Company sought Chapter 11 protection (Bankr. N.D. Tex. Case No.
14-34874) in Dallas, Texas, on Oct. 7, 2014. The case is assigned
to Judge Barbara J. Houser. The Debtor has tapped Mark Sean
Toronjo, Esq., at Toronjo & Prosser Law, as counsel.
The Debtor, in an amended schedules, disclosed $20.8 million in
assets and $27.8 million in liabilities as of the Chapter 11
filing.
No creditors' committee or other official committee been appointed
in the case.
COUTURE HOTEL: Court Amends Order Authorizing Valuescope Employment
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, in an
amended order, authorized Couture Hotel Corporation to employ
Valuescope, Inc., as interest rate expert.
According to the order, the original application inadvertently
requested authority to employ ValueScope pursuant to Section 327(e)
of the Bankruptcy Code, which is restricted to employment of
attorneys. The Debtor amended its application seeking to employ
ValueScope under Section 327(a).
ValueScope is expected to testify as to the feasibility of the
Debtor's plan and the applicable interest rate to be charged
related to confirmation of the Debtor's plan. ValueScope's
services will include analysis of inter alia, the Debtor's
financials, the values and appraisals of the Dallas Hotel and other
assets that may be pledged as collateral for Mansa Capital, LLC and
the other applicable market data necessary to prepare its report.
ValueScope's work included the preparation of a report used at the
Confirmation Hearing and testimony related to the report.
ValueScope agreed to perform its analysis and prepare its report
for a flat-fee amount of $15,000. In addition to the analysis and
preparation of report, ValueScope and its professionals agreed to
provide up to twelve and one half hours of deposition and courtroom
time for an additional $5,000. To the extent deposition and
courtroom time exceeded the twelve and one half hours, Christopher
C. Lucas, a director with ValueScope, will charge his hourly rate
of $400 per hour.
ValueScope agreed, in order to forego any cash collateral concerns
with Mansa, to forego receiving compensation for its services until
after the Court rules on confirmation of the Debtor's plan of
reorganization.
In a declaration of Christopher C. Lucas in support of the
application, Mr. Lucas disclosed that, to the best of his
knowledge, neither he nor ValueScope hold or represent any interest
adverse to the Debtor's estate.
About Couture Hotel
Couture Hotel Corporation, fka Hugh Black-St Mary Enterprises,
Inc., owns and operates four hotels: a Wyndham Garden Inn in
Dallas, Texas, consisting of 356 rooms and remodeled in 2013; a
Howard Johnson in Corpus Christi, Texas, consisting of 140 rooms
and remodeled in 2012; a Howard Johnson in Las Vegas, Nevada,
consisting of 110 rooms and remodeled in 2012; and an independent
hotel in Las Vegas, Nevada (formerly branded as a Value Place),
consisting of 121 rooms and also remodeled in 2012.
The Las Vegas hotels are located at one of the entrances to Nellis
Air Force base in North Las Vegas. The Debtor owns the real
property and improvements, as well as the franchise rights to the
hotels (except for Las Vegas Value Place).
The Company sought Chapter 11 protection (Bankr. N.D. Tex. Case No.
14-34874) in Dallas, Texas, on Oct. 7, 2014. The case is assigned
to Judge Barbara J. Houser. The Debtor has tapped Mark Sean
Toronjo, Esq., at Toronjo & Prosser Law, as counsel.
The Debtor, in an amended schedules, disclosed $20.8 million in
assets and $27.8 million in liabilities as of the Chapter 11
filing.
No creditors' committee or other official committee been appointed
in the case.
COUTURE HOTEL: Hearing Today on Modified 3rd Amended Plan
---------------------------------------------------------
Judge Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas, Dallas Division, will convene a hearing
on Nov. 2, 2015 at 9:00 a.m., to consider Couture Hotel
Corporation's motion for approval of its Modified Third Amended
Plan of Reorganization.
The Court on Sept. 2, 2015, entered its Memorandum Opinion and
Order related to confirmation of the Second Amended Plan. A copy
of the memorandum is at
http://bankrupt.com/misc/Couture_H_377_Plan_Denial_Ord.pdf
The Court denied confirmation, but concluded that "[t]he Plan's
infirmities, however, may be corrected and it may be possible to
consider confirmation of an Amended Plan within a reasonable
timeframe." Specifically, the Court explained that an Amended Plan
must:
a. Not include an improper third-party temporary injunction, as
is currently found in Plan Sec. 12.9;
b. Propose a Cramdown Interest Rate with respect to Mansa's
claim sufficient to satisfy the requirements of 11 U.S.C. Sec.
1129(b)(2)(A);
c. Provide for revisions to the Debtor's charter sufficient to
comply with 11 U.S.C. Sec. 1123(a)(6); and
d. State that all fees payable under Sec. 1930 of title 28, as
determined by the Court, have been paid or provide for the payment
of such fees on or before the Effective Date.2
On Sept. 18, 2015, the Debtor filed its Modified Third Amended Plan
of Reorganization that addresses each of the concerns raised by the
Court in the Confirmation Opinion and incorporates the
modifications specified on the record at the Confirmation Hearing
and in the Notice of Modifications to Second Amended Plan of
Reorganization and Notice of Second Modifications to Second Amended
Plan of Reorganization.
A copy of the Modified Third Amended Plan is available for free
at:
http://bankrupt.com/misc/Couture_H_384_Mod_3rd_Am_Plan.pdf
The Debtor is asking the Court to approve the Modified Third
Amended Plan as a modification of the plan pursuant to Rule 3019 of
the Federal Rules of Bankruptcy Procedure, without
re-solicitation.
According to the Debtor, at a hearing in the related adversary
proceeding on Sept. 23, 2015, the Court raised the question of
whether after denial of confirmation, the court could approve the
modification proposed in the Modified Third Amended Plan and
confirm the Plan without the Debtor re-soliciting. This exact
question and exact facts, according to the Debtor's counsel, were
discussed by the United States District Court for the Eastern
District of Louisiana in the historic case of In re T-H New Orleans
Ltd. P'ship, See 188 B.R. 799 (E.D. La. 1995).
Attorney for the Debtor, Jason P. Kathman, Esq., at Pronske Goolsby
& Kathman, P.C., explains, "The Court in this case denied
confirmation but found that "[t]he Plan's infirmities, however, may
be corrected and it may be possible to consider confirmation of an
Amended Plan within a reasonable timeframe." Like the debtor in
T-H New Orleans, the Debtor in this case modified its plan to
address the issues raised by the Court and the modifications are
either modifications already approved by the Court or the changes
were a "direct outgrowth of issues raised in the confirmation and
addressed in the court's opinion." Moreover, unlike the facts in
T-H New Orleans where the bankruptcy court approved the
modification under Section 1127 without any notice and hearing,
here the Debtor is seeking to have a hearing on notice to all
parties. Based upon case law in this circuit, a court may, after
denying confirmation of plan, consider a modification of the plan
pursuant to Section 1127 and Federal Rule of Bankruptcy Procedure
3019."
On Oct. 5, 2015, John Blomfield and Shelby Weaver, creditors, said
in a filing that they accept and approve of the modifications
incorporated within the Modified Third Amended Plan.
About Couture Hotel
Couture Hotel Corporation, fka Hugh Black-St Mary Enterprises,
Inc., owns and operates four hotels: a Wyndham Garden Inn in
Dallas, Texas, consisting of 356 rooms and remodeled in 2013; a
Howard Johnson in Corpus Christi, Texas, consisting of 140 rooms
and remodeled in 2012; a Howard Johnson in Las Vegas, Nevada,
consisting of 110 rooms and remodeled in 2012; and an independent
hotel in Las Vegas, Nevada (formerly branded as a Value Place),
consisting of 121 rooms and also remodeled in 2012. The Las Vegas
hotels are located at one of the entrances to Nellis Air Force
base in North Las Vegas. The Debtor owns the real property and
improvements, as well as the franchise rights to the hotels
(except for Las Vegas Value Place).
The Company sought Chapter 11 protection (Bankr. N.D. Tex. Case
No. 14-34874) in Dallas, Texas, on Oct. 7, 2014. The case is
assigned to Judge Barbara J. Houser.
The Debtor disclosed $20.8 million in assets and $27.8 million in
liabilities as of the Chapter 11 filing.
The Debtor tapped Mark Sean Toronjo, Esq., at Toronjo & Prosser
Law, as counsel.
No creditors' committee or other official committee been appointed
in the case.
COUTURE HOTEL: Mansa Opposes Rule 3019 Approval of New Plan
-----------------------------------------------------------
Mansa Capital, LLC, submitted an objection to Couture Hotel
Corporation's bid for approval of its Modified Third Amended Plan
of Reorganization without re-solicitation or a new disclosure
statement, and without a hearing on whether the new plan satisfies
the confirmation requirements of Section 1129 of the Bankruptcy
Code.
The Debtor's Second Amended Plan of Reorganization has gone to
confirmation, and confirmation of that Plan was denied
unconditionally, Mansa recounted. The Court, however signaled to
the Debtor in its Memorandum Opinion, issued over a month after the
confirmation hearing had ended, that the Court might approve a new
plan that incorporated several material changes outlined in the
Court's opinion.
Mansa points out that there was no indication either at the
confirmation hearing, or in the Court's Memorandum Opinion, that
denial of confirmation was conditional in any way, or that the
Debtor could cure the defects in its Plan through a modification
under Federal Rules of Bankruptcy Procedure 3019. According to
Mansa, to the contrary, the Debtor's principal, Mr. Blomfield,
testified at the confirmation hearing that two key components of
the Plan -- subordination of insider debt claims and a pledge of
additional collateral to Mansa -- were expressly contingent upon
the Court's granting of a Seatco injunction. Thus, Mansa avers
that the parties understood at the confirmation hearing that, if
the Seatco injunction were not granted, material modifications
would need to be made to the Plan (modifications that would
necessarily adversely change creditors' treatment and fall outside
the scope of permissible modifications under Rule 3019).
Mansa's counsel, Charles S. Kelley, Esq., at Mayer Brown LLP,
points out that unlike the district court's decision in T-H New
Orleans, upon which the Debtor relies, neither the Court nor any of
the parties contemplated a conditional denial of confirmation of
the Plan. It notes that no party consented to modification of the
Plan to address the Court's comments in its Memorandum Opinion
pursuant to Rule 3019.
Mansa claims that, contrary to the Debtor's assertion, the New Plan
adversely changes Mansa's treatment and, thus cannot be approved
under Rule 3019. Because Mansa has withdrawn its 1111(b) election
with respect to the Plan and has not made an 1111(b) election with
respect to the New Plan, the proposed modification "adversely
changes the treatment" of Mansa, without Mansa's consent. Not only
does the New Plan impermissibly limit Mansa's recovery under the
plan to $8,948,307.122 but it also deprives Mansa of the right to
vote and recover under its unsecured deficiency claim.
In addition, Mr. Kelley avers that the Debtor's reliance on the
district court's decision in In re T-H New Orleans Ltd. P'ship, 188
B.R. 799 (E.D. La. 1995), is misplaced, for the facts in that case
were unique and distinguishable from the facts here.
* First, in T-H New Orleans, the bankruptcy court had
conditionally denied confirmation of the debtor's plan, until the
debtor changed the wording of a provision intended to release the
debtor from all pre-confirmation liabilities. 188 B.R. at
808. Here, the Court's denial of confirmation was unequivocal.
Instead of signaling that, if the Debtor were to make certain minor
changes to the Plan, then the Court would confirm the
modifications, the Court denied confirmation of the Plan outright
and granted conditional stay relief to Mansa in the event the
Debtor did not file a new plan (and any other required documents)
addressing the Court's concerns. Nor did the Debtor give any
indication at the confirmation hearing that such changes were
feasible. And neither Mansa nor any other creditor that might be
impacted by such changes consented to approval of a modified Plan
pursuant to Rule 3019.
* Second, the modifications in T-H New Orleans "did not
substantially alter the plan" and "were either inconsequential or a
direct outgrowth of issues raised in the confirmation hearing and
addressed in the court's opinion." There can be no question that
the Debtor's modifications in the New Plan substantially alter the
Plan. The New Plan eliminates the Seatco injunction, which would
have enjoined the Debtor's creditors from pursuing their guaranty
claims against the Debtor's principals, and which Mr. Blomfield
testified was the cornerstone for his agreement to subordinate his
insider claim and pledge the hacienda as additional collateral for
Mansa. In addition, the New Pan seeks to cap Mansa's recovery on
its claim at $8,948,307.12, a figure for which the Debtor provides
no explanation or support other than a line in passing in its
Motion that the New Plan contains "other changes . . . made to
comply with Mansa's 1111(b) election" --- an election that Mansa
has withdrawn.
* Third, none of the plan modifications in T-H New Orleans
resulted in loss of property. Here, because Mansa has withdrawn
its 1111(b) election, the New Plan impermissibly caps Mansa's
recovery on its asserted claims against the Debtor's estate. At a
minimum, even if Mansa had made an 1111(b) election with respect to
the New Plan, which it has not, Mansa contests that $8,948,307.12
correctly represents the value of its collateral. See New Plan at
Sec. 5.9.2(i).
Mansa reserves all rights with respect to confirmation of any new
plan proposed by the Debtor, including its right to file a separate
pleading objecting to the substance of the New Plan including but
not limited to (i) whether the Debtor has satisfied the disclosure
requirements of Sec. 1127(c) and 1125 and, thus whether the Debtor
can satisfy Sec. 1129(a)(2); (ii) whether the New Plan's treatment
of Mansa was proposed in good faith in accordance with Sec.
1129(a)(3); (iii) whether Mansa's treatment under the New Plan
satisfies the best interest of creditors test under Sec.
1129(a)(7)(A)(ii); and (iv) whether any updated financial
projections demonstrate that the new Plan is feasible pursuant to
Sec. 1129(a)(11).
Mansa Capital's attorneys:
MAYER BROWN LLP
Charles S. Kelley, Esq.
700 Louisiana Street, Suite 3400
Houston, TX 77002-2730
Tel: (713) 238-3000
Fax: (713) 238-4625
A hearing on the Debtors' Motion is scheduled for Nov. 2.
About Couture Hotel
Couture Hotel Corporation, fka Hugh Black-St Mary Enterprises,
Inc., owns and operates four hotels: a Wyndham Garden Inn in
Dallas, Texas, consisting of 356 rooms and remodeled in 2013; a
Howard Johnson in Corpus Christi, Texas, consisting of 140 rooms
and remodeled in 2012; a Howard Johnson in Las Vegas, Nevada,
consisting of 110 rooms and remodeled in 2012; and an independent
hotel in Las Vegas, Nevada (formerly branded as a Value Place),
consisting of 121 rooms and also remodeled in 2012. The Las Vegas
hotels are located at one of the entrances to Nellis Air Force
base in North Las Vegas. The Debtor owns the real property and
improvements, as well as the franchise rights to the hotels
(except for Las Vegas Value Place).
The Company sought Chapter 11 protection (Bankr. N.D. Tex. Case
No. 14-34874) in Dallas, Texas, on Oct. 7, 2014. The case is
assigned to Judge Barbara J. Houser.
The Debtor disclosed $20.8 million in assets and $27.8 million in
liabilities as of the Chapter 11 filing.
The Debtor tapped Mark Sean Toronjo, Esq., at Toronjo & Prosser
Law, as counsel.
No creditors' committee or other official committee been appointed
in the case.
CTI BIOPHARMA: Closes Offering of 50,000 Preferred Shares
---------------------------------------------------------
CTI BioPharma Corp. entered into an underwriting agreement with
Piper Jaffray & Co. acting as sole book-running manager and as
representative of the several underwriters named therein, relating
to the offer and sale of 50,000 shares of the Company's Series N-1
Preferred Stock, no par value per share. The price to the public
in this Offering was $1,000 per share of Series N-1 Preferred
Stock. The net proceeds to the Company from this Offering are
expected to be approximately $46.5 million, after deducting
underwriting discounts, commissions and other estimated offering
expenses. The Offering closed on Oct. 30, 2015.
Each share of Series N-1 Preferred Stock is convertible at the
option of the holder, at any time after issuance, into 800 shares
of common stock at an initial conversion price of $1.25 per share
of common stock, for a total of 40 million shares of common stock.
The initial conversion price is subject to adjustment in certain
events. The shares of Series N-1 Preferred Stock will
automatically convert into shares of common stock in certain
circumstances.
The Company plans to use the net proceeds from the Offering to
support the commercial launch of pacritinib in the United States
for patients with myelofibrosis, to conduct additional research
concerning the possible application of pacritinib in indications
outside of myelofibrosis, to advance the commercialization of
PIXUVRI and to support the development of tosedostat in
registration-directed trials, as well as for general corporate
purposes, which may include funding research and development,
conducting preclinical and clinical trials, acquiring or
in-licensing potential new pipeline candidates, preparing and
filing possible new drug applications and general working capital.
In the Underwriting Agreement, the Company has agreed to indemnify
the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, or to contribute to
payments that the Underwriters may be required to make because of
such liabilities.
Articles of Amendment
On and effective Oct. 29, 2015, the Company filed an Articles of
Amendment to its Amended and Restated Articles of Incorporation, as
amended, with the Secretary of State of the State of Washington,
establishing and designating the Series N Preferred Stock and the
rights, preferences and privileges thereof. Also on and effective
Oct. 29, 2015, the Company filed an Articles of Amendment to its
Amended and Restated Articles of Incorporation, as amended with the
Secretary of State of the State of Washington, establishing and
designating the Series N-1 Preferred Stock and the rights,
preferences and privileges thereof.
Under the Series N Articles of Amendment, the Company's board of
directors may, from time to time, designate a subseries of Series N
Preferred Stock pursuant to a separate certificate of designation.
No shares of Series N Preferred Stock will actually be issued other
than pursuant to the establishment and designation of a subseries
of Series N Preferred Stock. The Series N-1 Preferred Stock issued
in the Offering is such a subseries and was designated and
established pursuant to the Series N-1 Articles of Amendment.
Pursuant to the Series N-1 Articles of Amendment, each share of
Series N-1 Preferred Stock is entitled to a liquidation preference
equal to the initial stated value of such holder's Series N-1
Preferred Stock of $1,000 per share, plus any declared and unpaid
dividends and any other payments that may be due on such shares,
before any distribution of assets may be made to holders of capital
stock ranking junior to the Series N-1 Preferred Stock.
The Series N-1 Preferred Stock is not entitled to dividends except
to share in any dividends actually paid on the common stock or any
pari passu or junior securities. The Series N-1 Preferred Stock
will have no voting rights, except as otherwise expressly provided
in the Amended Articles or as otherwise required by law. However,
so long as at least 20% of the aggregate originally issued shares
of Series N-1 Preferred Stock are outstanding, the Company cannot
amend its Amended Articles, bylaws or other charter documents, in
each case so as to: (i) materially, specifically and adversely
affect the rights of the Series N-1 Preferred Stock; (ii) repay,
repurchase or offer to repay or repurchase or otherwise acquire any
shares of common stock, common stock equivalents, or other
securities junior to the Series N-1 Preferred Stock, except in
certain limited circumstances; (iii) authorize or create any class
of senior preferred stock; or (iv) enter into any agreement or
understanding with respect to any of the foregoing, in each case,
without the affirmative written consent of holders of a majority of
the outstanding shares of Series N-1 Preferred Stock.
About CTI BioPharma
CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis. CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.
CTI Biopharma reported a net loss attributable to common
shareholders of $96 million in 2014, compared with a net loss
attributable to common shareholders of $49.6 million in 2013.
As of March 31, 2015, the Company had $63.1 million in total
assets, $48.7 million in total liabilities, $240,000 in common
stock purchase warrants, $14.1 million in total shareholders'
equity.
CTI BIOPHARMA: Provides Monthly Information at Request of CONSOB
----------------------------------------------------------------
CTI BioPharma Corp. provided information pursuant to a request from
the Italian securities regulatory authority, CONSOB, pursuant to
Article 114, Section 5 of the Italian Legislative Decree no. 58/98,
that the Company issue at the end of each month a press release
providing a monthly update of certain information relating to the
Company's financial situation.
CTI BioPharma reported total estimated and unaudited net financial
standing as of Sept. 30, 2015, of negative $11.8 million. Total
estimated and unaudited net financial standing of CTI Consolidated
Group as of Sept. 30, 2015, was negative $11.3 million.
CTI Parent Company trade payables outstanding for greater than 30
days were approximately $8.9 million as of Sept. 30, 2015.
CTI Consolidated Group trade payables outstanding for greater than
30 days were approximately $10.9 million as of Sept. 30, 2015.
During September 2015, there were solicitations for payment only
within the ordinary course of business and there were no
injunctions or suspensions of supply relationships that affected
the course of normal business.
As of Sept. 30, 2015, there were no amounts overdue of a financial
or tax nature, or amounts overdue to social security institutions
or overdue to employees.
During the month of September 2015, the Company's common stock, no
par value, outstanding increased by 11,120,364 shares. As a
result, the number of issued and outstanding shares of Common Stock
as of Sept. 30, 2015 was 191,841,451.
A copy of the press release is available for free at:
http://is.gd/fl6mfP
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.
DETROIT, MI: Cipollone's Plan Appeal Dismissed as Equitably Moot
----------------------------------------------------------------
Senior Judge Bernard A. Friedman of the United States District
Court for the Eastern District of Michigan, Southern Division,
granted the City of Detroit's Motion to Dismiss the Appeal styled
THOMAS J. CIPOLLONE, Appellant, v. CITY OF DETROIT, MICHIGAN, et
al., Appellees, BANKR. NO. 13-53846, CASE NO. 14-CV-14910 (E.D.
Mich.) as equitably and constitutionally moot.
Judge Friedman held that all three factors of the equitable
mootness analysis weigh in favor of dismissing appellants' appeal
as moot: appellants did not obtain a stay; the confirmed Plan has
been substantially consummated; and reversal of the Plan would
adversely impact third parties and the success of the Plan.
A full-text copy of Judge Friedman's Opinion and Order dated
September 29, 2015 is available at http://is.gd/QY8SXEfrom
Leagle.com.
Thomas J. Cipollone, Appellant, Pro Se.
Appellees, represented by Bruce Bennett, Esq. --
bbennett@jonesday.com -- Jones Day, Jonathan S. Green, Esq. --
greenj@millercanfield.com -- Miller, Canfield, Beth Heifetz, Esq.
-- bheifetz@jonesday.com -- Jones Day & Heather Lennox, Jones Day,
Sam J. Alberts, Esq. -- sam.alberts@dentons.com -- Dentons US LLP,
Robert D. Gordon, Esq. -- rgordon@clarkhill.com -- Clark Hill, Ryan
C. Plecha, Esq. -- rplecha@lippittokeefe.com -- Lippitt O'Keefe,
PLLC.
About the City of Detroit
The City of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated
more than $1 billion in both assets and debts.
Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition. Detroit is represented by lawyers
at Jones Day and Miller Canfield Paddock and Stone PLC.
Michigan Governor Rick Snyder authorized the bankruptcy filing.
The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.
The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing. Debt service consumes
42.5 percent of revenue. The city has 100,000 creditors and
20,000 retirees.
Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.
Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.
Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.
A nine-member official committee of retired workers appointed in
the case is represented by Dentons US LLP. Lazard Freres & Co.
LLC serves as the Retiree Committee's financial advisor.
Detroit filed a notice that the effective date of its
bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven
Rhodes on Nov. 12, 2014, entered an order confirming the Eighth
Amended Plan for the Adjustment of Debts of the City of Detroit.
Thomas Tucker, a federal bankruptcy judge since 2003, took over
Detroit's landmark bankruptcy case following the retirement of
Judge Rhodes.
DETROIT, MI: Darrah's Plan Appeal Dismissed as Equitably Moot
-------------------------------------------------------------
Senior Judge Bernard A. Friedman of the United States District
Court for the Eastern District of Michigan, Southern Division, the
City of Detroit's Motion to Dismiss Appeal the appeal styled
LUCINDA DARRAH, Appellant, v. CITY OF DETROIT, MICHIGAN, et al.,
Appellees, BANKR. NO. 13-53846, CASE NO. 15-CV-10036 (E.D. Mich.),
as equitably and constitutionally moot.
All three factors of the equitable mootness analysis weigh in favor
of dismissing appellant's appeal as moot: appellant did not obtain
a stay; the confirmed Plan has been substantially consummated; and
reversal of the Plan would adversely impact third parties and the
success of the Plan.
A full-text copy of Judge Friedman's Opinion and Order dated
September 29, 2015, is available at http://is.gd/Srbb1Yfrom
Leagle.com.
Lucinda Darrah, Appellant, Pro Se.
City of Detroit, Appellee, represented by Bruce Bennett, Esq. --
bbennett@jonesday.com -- Jones Day, Jonathan S. Green, Esq. --
greenj@millercanfield.com -- Miller, Canfield, Beth Heifetz, Esq.
-- bheifetz@jonesday.com -- Jones Day, Heather Lennox, Esq. --
hlennox@jonesday.com -- Jones Day, Sam J. Alberts, Esq. --
sam.alberts@dentons.com -- Dentons US LLP, Robert D. Gordon, Esq.
-- rgordon@clarkhill.com -- Clark Hill, Ryan C. Plecha, Esq. --
rplecha@lippittokeefe.com -- Lippitt O'Keefe, PLLC & Steven G.
Howell, Esq. -- showell@dickinsonwright.com -- Dickinson Wright.
About the City of Detroit
The City of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated
more than $1 billion in both assets and debts.
Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition. Detroit is represented by lawyers
at Jones Day and Miller Canfield Paddock and Stone PLC.
Michigan Governor Rick Snyder authorized the bankruptcy filing.
The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.
The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing. Debt service consumes
42.5 percent of revenue. The city has 100,000 creditors and
20,000 retirees.
Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.
Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.
Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.
A nine-member official committee of retired workers appointed in
the case is represented by Dentons US LLP. Lazard Freres & Co.
LLC serves as the Retiree Committee's financial advisor.
Detroit filed a notice that the effective date of its
bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven
Rhodes on Nov. 12, 2014, entered an order confirming the Eighth
Amended Plan for the Adjustment of Debts of the City of Detroit.
Thomas Tucker, a federal bankruptcy judge since 2003, took over
Detroit's landmark bankruptcy case following the retirement of
Judge Rhodes.
DETROIT, MI: Davis' Plan Appeal Dismissed as Equitably Moot
-----------------------------------------------------------
Senior Judge Bernard A. Friedman of the United States District
Court for the Eastern District of Michigan, Southern Division,
granted the City of Detroit's motion to dismiss the appeal styled
WILLIAM M. DAVIS, Appellant, v. CITY OF DETROIT, MICHIGAN, et al.,
Appellees, BANKR. NO. 13-53846, CASE NO. 14-CV-14920 (E.D. Mich.),
as equitably and constitutionally moot.
All three factors of the equitable mootness analysis weigh in favor
of dismissing appellants' appeal as moot: appellants did not obtain
a stay; the confirmed Plan has been substantially consummated; and
reversal of the Plan would adversely impact third parties and the
success of the Plan.
A full-text copy of Judge Friedman's Opinion and Order dated
September 29, 2015 is available at http://is.gd/meBhbmfrom
Leagle.com.
William Davis, Appellant, Pro Se.
Appellees, represented by Bruce Bennett, Esq. --
bbennett@jonesday.com -- Jones Day, Jonathan S. Green, Esq. --
greenj@millercanfield.com -- Miller, Canfield, Beth Heifetz, Esq.
-- bheifetz@jonesday.com -- Jones Day & Heather Lennox, Jones Day,
Sam J. Alberts, Esq. -- sam.alberts@dentons.com -- Dentons US LLP,
Robert D. Gordon, Esq. -- rgordon@clarkhill.com -- Clark Hill, Ryan
C. Plecha, Esq. -- rplecha@lippittokeefe.com -- Lippitt O'Keefe,
PLLC.
About the City of Detroit
The City of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated
more than $1 billion in both assets and debts.
Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition. Detroit is represented by lawyers
at Jones Day and Miller Canfield Paddock and Stone PLC.
Michigan Governor Rick Snyder authorized the bankruptcy filing.
The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.
The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing. Debt service consumes
42.5 percent of revenue. The city has 100,000 creditors and
20,000 retirees.
Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.
Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.
Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.
A nine-member official committee of retired workers appointed in
the case is represented by Dentons US LLP. Lazard Freres & Co.
LLC serves as the Retiree Committee's financial advisor.
Detroit filed a notice that the effective date of its
bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven
Rhodes on Nov. 12, 2014, entered an order confirming the Eighth
Amended Plan for the Adjustment of Debts of the City of Detroit.
Thomas Tucker, a federal bankruptcy judge since 2003, took over
Detroit's landmark bankruptcy case following the retirement of
Judge Rhodes.
DETROIT, MI: Ochadleus' Plan Appeal Dismissed as Equitably Moot
---------------------------------------------------------------
Senior Judge Bernard A. Friedman of the United States District
Court for the Eastern District of Michigan, Southern Division,
granted the City of Detroit's motion to dismiss the appeal styled
WILLIAM OCHADLEUS, et al., Appellants, v. CITY OF DETROIT,
MICHIGAN, et al., Appellees, NO. 13-53846, CASE NO. 14-CV-14872
(E.D. Mich.) as as equitably and constitutionally moot.
Judge Friedman held that all three factors of the equitable
mootness analysis weigh in favor of dismissing appellants' appeal
as moot: appellants did not obtain a stay; the confirmed Plan has
been substantially consummated; and reversal of the Plan would
adversely impact third parties and the success of the Plan.
A full-text copy of Judge Friedman's Opinion and Order dated
September 29, 2015 is available at http://is.gd/NWTlCxfrom
Leagle.com.
William Ochadleus, Appellant, represented by Jamie S. Fields, Esq.
-- Scott Consulting
Appellees, represented by Bruce Bennett, Esq. --
bbennett@jonesday.com -- Jones Day, Jonathan S. Green, Esq. --
greenj@millercanfield.com -- Miller, Canfield, Beth Heifetz, Esq.
-- bheifetz@jonesday.com -- Jones Day & Heather Lennox, Jones Day,
Sam J. Alberts, Esq. -- sam.alberts@dentons.com -- Dentons US LLP,
Robert D. Gordon, Esq. -- rgordon@clarkhill.com -- Clark Hill, Ryan
C. Plecha, Esq. -- rplecha@lippittokeefe.com -- Lippitt O'Keefe,
PLLC, Lynn M. Brimer, Esq. -- lbrimer@stroblpc.com -- Strobl &
Sharp, P.C., Mallory Ann Field, Esq. -- mfield@stroblpc.com --
Strobl & Sharp, PC, Meredith E. Taunt, Esq. -- mtaunt@stroblpc.com
-- Strobl & Sharp, P.C., Jennifer K. Green, Esq. --
jgreen@clarkhill.com -- Clark Hill, Lisa H. Fenning, Esq. --
Lisa.Fenning@aporter.com -- Arnold & Porter LLP, Shannon L. Deeby,
Esq. -- sdeeby@clarkhill.com -- Clark Hill PLC & Stephen S.
LaPlante, laplantes@millercanfield.com -- Miller, Canfield, Paddock
and Stone, P.L.C., Barbara A. Patek, Esq. -- patek@ermanteicher.com
-- Erman, Teicher, Craig E. Zucker, Esq. --
czucker@ermanteicher.com -- Erman, Teicher & Earle I. Erman, Esq.
-- eerman@ermanteicher.com -- Erman, Teicher, Andrew A. Nickelhoff,
Esq. -- Sachs Waldman, Mami Kato, Esq. --Sachs Waldman, P.C., Brian
D. O'Keefe, Esq. -- Hyman Lippitt, Ryan C. Plecha, Esq. -- Lippitt
O'Keefe, PLLC, Thomas R. Morris, Esq. -- morris@silvermanmorris.com
-- Silverman & Morris, P.L.L.C., William A. Wertheimer, Jr.,
William A. Wertheimer Assoc., Herbert A. Sanders, The Sanders Law
Firm, PC, Philip J. Gross, Esq. -- pgross@lowenstein.com --
Lowenstein Sandler LLP, Richard G. Mack, Miller, Cohen & Sharon L.
Levine, Esq. -- slevine@lowenstein.com -- Lowenstein, Sandler.
About the City of Detroit
The City of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated
more than $1 billion in both assets and debts.
Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition. Detroit is represented by lawyers
at Jones Day and Miller Canfield Paddock and Stone PLC.
Michigan Governor Rick Snyder authorized the bankruptcy filing.
The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.
The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing. Debt service consumes
42.5 percent of revenue. The city has 100,000 creditors and
20,000 retirees.
Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.
Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.
Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.
A nine-member official committee of retired workers appointed in
the case is represented by Dentons US LLP. Lazard Freres & Co.
LLC serves as the Retiree Committee's financial advisor.
Detroit filed a notice that the effective date of its
bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven
Rhodes on Nov. 12, 2014, entered an order confirming the Eighth
Amended Plan for the Adjustment of Debts of the City of Detroit.
Thomas Tucker, a federal bankruptcy judge since 2003, took over
Detroit's landmark bankruptcy case following the retirement of
Judge Rhodes.
DETROIT, MI: Quinn's Plan Appeal Dismissed As Equitably Moot
------------------------------------------------------------
Senior Judge Bernard A. Friedman of the United States District
Court for the Eastern District of Michigan, Southern Division,
granted the City of Detroit's motion to dismiss the appeal
captioned The case is captioned JOHN P. QUINN, Appellant, v. CITY
OF DETROIT, MICHIGAN, et al., Appellees, NO. 13-53846, CASE NO.
14-CV-14899 (E.D. Mich.) as equitably and constitutionally moot.
All three factors of the equitable mootness analysis weigh in favor
of dismissing appellants' appeal as moot: appellants did not obtain
a stay; the confirmed Plan has been substantially consummated; and
reversal of the Plan would adversely impact third parties and the
success of the Plan, the Court held.
A full-text copy of Judge Friedman's Opinion and Order dated
September 29, 2015 is available at http://is.gd/i7196Wfrom
Leagle.com.
John P. Quinn - [E-FILER], Appellant, Pro Se.
William M. Davis, Movant, Pro Se.
Yvonne Williams-Jones, Movant, Pro Se.
Appellees, represented by Bruce Bennett, Esq. --
bbennett@jonesday.com -- Jones Day, Jonathan S. Green, Esq. --
greenj@millercanfield.com -- Miller, Canfield, Beth Heifetz, Esq.
-- bheifetz@jonesday.com -- Jones Day & Heather Lennox, Jones Day,
Sam J. Alberts, Esq. -- sam.alberts@dentons.com -- Dentons US LLP,
Robert D. Gordon, Esq. -- rgordon@clarkhill.com -- Clark Hill, Ryan
C. Plecha, Esq. -- rplecha@lippittokeefe.com -- Lippitt O'Keefe,
PLLC
About the City of Detroit
The City of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated
more than $1 billion in both assets and debts.
Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition. Detroit is represented by lawyers
at Jones Day and Miller Canfield Paddock and Stone PLC.
Michigan Governor Rick Snyder authorized the bankruptcy filing.
The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.
The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing. Debt service consumes
42.5 percent of revenue. The city has 100,000 creditors and
20,000 retirees.
Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.
Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.
Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.
A nine-member official committee of retired workers appointed in
the case is represented by Dentons US LLP. Lazard Freres & Co.
LLC serves as the Retiree Committee's financial advisor.
Detroit filed a notice that the effective date of its
bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven
Rhodes on Nov. 12, 2014, entered an order confirming the Eighth
Amended Plan for the Adjustment of Debts of the City of Detroit.
Thomas Tucker, a federal bankruptcy judge since 2003, took over
Detroit's landmark bankruptcy case following the retirement of
Judge Rhodes.
DIAMOND FOODS: Moody's Puts B3 CFR on Review for Upgrade
--------------------------------------------------------
Moody's Investors Service placed the ratings of Diamond Foods,
Inc., including its B3 Corporate Family Rating, on review for
upgrade. This follows the company's announcement that
Snyder's-Lance, Inc. (unrated) signed a definitive agreement to
acquire Diamond Foods. Moody's views that the post-acquisition
entity will likely be a stronger credit than Diamond Foods on a
stand-alone basis. Snyder's-Lance announced that it intends to
refinance Diamond's debt at lower interest rates. Moody's review
will focus on the post-transaction business profile and capital
structure. If any Diamond Food's existing debt remains outstanding
following the transaction and is guaranteed by Snyder's-Lance, it
could have a higher rating based upon the post-acquisition entity's
stronger credit profile compared to Diamond Foods. If
Snyder's-Lance does not guarantee Diamond's debt post transaction,
Moody's will need to continue to receive sufficient stand-alone
financial information on Diamond in order to maintain ratings. If
sufficient financial information is not received, or if Diamond
Foods' debt is repaid as part of the transaction, Moody's will
withdraw its ratings on Diamond.
The following ratings were placed on review for upgrade:
-- Corporate Family Rating at B3;
-- Probability of Default Rating at B3-PD;
-- Senior Secured Term Loan at B2 (LGD 3);
-- Backed Senior Unsecured Notes due 2019 at Caa2 (LGD 5);
The following rating is unchanged:
-- Speculative Grade Liquidity Rating at SGL-2.
RATINGS RATIONALE
Diamond's existing B3 Corporate Family Rating (CFR) reflects its
high financial leverage, narrow margins, declining sales in its
nuts category as the company exits lower margin business, and its
exposure to commodity risk. It also reflects its relatively small
scale compared to other market-leading branded snack food
companies. Diamond's weaknesses are partially offset by its
attractive snack categories, solid portfolio of snack brands --
including Kettle Brand and Pop Secret -- modest geographic
diversification outside of the US, including a solid presence in
the UK, and good liquidity.
Headquartered in San Francisco, California, Diamond Foods, Inc. is
a packaged food company specializing in processing, marketing and
distributing snack products and culinary, in-shell and ingredient
nuts. Diamond has four distinct brands in two segments (snacks and
nuts) including Diamond of California nuts, Kettle Brand potato
chips, Pop-Secret popcorn, and Emerald nuts. Net sales were $864
million for the twelve months ended 7/31/2015.
DOVER DOWNS: Reports Results for Third Quarter 2015
---------------------------------------------------
Dover Downs Gaming & Entertainment, Inc. recorded net earnings of
$826,000 on $47.19 million of revenues for the three months ended
Sept. 30, 2015, compared to net earnings of $699,000 on $47.98
million of revenues for the same period a year ago.
For the nine months ended Sept. 30, 2015, the Company reported net
earnings of $1.10 million on
$137 million of revenues compared to a net loss of $190,000 on $140
million of revenues for the same period in 2014.
As of Sept. 30, 2015, the Company had $176 million in total assets,
$62.05 million in total liabilities and $114 million in total
stockholders' equity.
Denis McGlynn, the Company's president and chief executive officer,
stated: "The fact that we were able to generate a small Gaming
revenue increase for the quarter reflects the value of our assets
on-site, especially our 500-room hotel which continues to be our
strongest competitive tool. While we continue to benefit from
legislation passed in July 2014 by which the State shares in some
of our slot machine vendor costs, more comprehensive legislation
proposed in the Senate stalled in 2015 and it remains imperative
that we impress upon those who regulate and control our destiny
that our hotel and restaurants are in need of upgrades in order to
remain the critical marketing assets they have historically been."
A copy of the press release is available for free at:
http://is.gd/wlI0Yy
About Dover Downs
Owned by Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE),
Dover Downs Hotel & Casino(R) is a gaming and entertainment resort
destination in the Mid-Atlantic region. Gaming operations consist
of approximately 2,500 slots and a full complement of table games
including poker. The AAA-rated Four Diamond hotel is Delaware's
largest with 500 luxurious rooms/suites and amenities including a
full-service spa/salon, concert hall and 41,500 sq. ft. of multi-
use event space. Live, world-class harness racing is featured
November through April, and horse racing is simulcast year-round.
Professional football parlay betting is accepted during the
season. Additional property amenities include multiple
restaurants from fine dining to casual fare, bars/lounges and
retail shops. Visit http://www.doverdowns.com/
Dover Downs reported a net loss of $706,000 in 2014, compared to
net earnings of $13,000 in 2013.
KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company's credit facility
expires on Sept. 30, 2015, and at present no agreement has been
reached to refinance the debt, which raises substantial doubt about
the Company's ability to continue as a going concern.
DURANGO GEORGIA: Equitable Subordination of PBGC Claim Not Allowed
------------------------------------------------------------------
Pension Benefit Guaranty Corporation has two disputed claims
pending in the bankruptcy cases of Durango Georgia Paper Company,
et al.: Claim No. 1576 and Claim No. 1581. The claims are based on
debts related to the defined benefit pension plan created by the
original owner of a paper mill in St. Marys, Georgia, in 1965. As
a result of a stock sale in December 1999, the Debtors acquired the
Mill and became jointly and severally liable for the PBGC pension
insurance premiums. This liability is the basis of Claim No. 1576.
By the time the Debtors' jointly administered bankruptcy cases
were filed in 2002, the Mill had ceased operations, but the Pension
Plan did not terminate until March 1, 2004. As of that date, the
Debtors became jointly and severally liable for the total amount of
unfunded benefit liabilities amounting to possibly as much as $55
million. This liability is the basis of Claim No. 1581.
The Debtors' Liquidating Trustee filed an adversary proceeding
seeking equitable subordination of PBGC's claim for the Termination
Liability, asserting that the PBGC not only had every opportunity
but also was requested numerous times to intervene in the
Liquidating Trustee's nearly eleven-year adversary proceeding
seeking to recover the amount of the Termination Liability from the
Mill's previous owners.
The Liquidating Trustee alleged, among other counts, that the
Pension Defendants sold the Mill primarily to avoid the Termination
Liability, thereby violating ERISA. Had the Liquidating Trustee
prevailed on the ERISA count, any money recovered would have offset
the more-than-50% dilution in distributions to all general
unsecured creditors, including the PBGC, if the PBGC's claim for
the Termination Liability is allowed as a general unsecured claim.
But the Liquidating Trustee did not prevail. The Eleventh Circuit
Court of Appeals affirmed the dismissal of the Pension-Related
Claim, holding that it failed to state a claim because it was
brought for the benefit of the unsecured creditors in the
bankruptcy cases, not for the benefit of the PBGC.
The Liquidating Trustee now alleges that the PBGC's refusal to
either intervene or bring its own action under ERISA against the
Pension Defendants was inequitable conduct that injured the
remaining unsecured creditors, requiring equitable subordination of
the PBGC's claim for the Termination Liability. Alternatively, the
Liquidating Trustee argues that even if the PBGC's refusal to
either intervene or bring its own action was not inequitable
conduct, the resulting injury to the unsecured creditors alone is a
sufficient ground for equitable subordination of the claim.
Defendant filed a Motion to Dismiss the Complaint for Equitable
Subordination of Claim of Plaintiffs/Debtors.
Judge John S. Dalis of the United States Bankruptcy Court for the
Southern District of Georgia, Brunswick Division dismissed with
prejudice Durango Georgia's Complaint for Equitable Subordination
of Claim.
A full-text of the Opinion and Order dated October 5, 2015 is
available at http://is.gd/nxsENufrom Leagle.com.
The adversary proceeding is DURANGO GEORGIA PAPER COMPANY, DURANGO
GEORGIA CONVERTING CORPORATION, and DURANGO GEORGIA CONVERTING LLC
Plaintiffs, v. PENSION BENEFIT GUARANTY CORPORATION Defendant,
ADVERSARY PROCEEDING NO. 15-02009 (Bankr. S.D. Ga.).
The bankruptcy case is captioned IN RE: DURANGO GEORGIA PAPER
COMPANY, DURANGO GEORGIA CONVERTING CORPORATION, and DURANGO
GEORGIA CONVERTING LLC, CHAPTER 11, Debtors, CASE NO. 02-21669
(Bankr. S.D. Ga.).
About Durango Georgia
Based in St. Mary's, Georgia, Durango Georgia Paper Company --
http://www.durangopaper.com/-- was a nationally recognized
bleached board and kraft paper producer in the U.S. offering
coast-to-coast and international service. On Oct. 29. 2002,
creditors filed an involuntary chapter 7 petition against Durango.
The Company filed for chapter 11 relief on Nov. 20, 2002 (Bankr.
S.D. Ga. Case No. 02-21669). George H. Mccallum, Esq., at Stone &
Baxter, LLP, Kate D. Strain, Esq., at Hunter, Maclean, Exley &
Dunn, PC, and Neil P. Olack, Esq., at Duane Morris LLP, represent
the Debtor in its restructuring efforts. Bridge Associates, LLC,
was appointed as Liquidating Trustee under the terms of a Plan of
Liquidation approved by creditors and confirmed by the Bankruptcy
Court in June 2004.
ELBIT IMAGING: Announces Series H Notes Buyback
-----------------------------------------------
Elbit Imaging Ltd. disclosed that regarding the Board of Directors'
resolution to approve a notes' Buy-Back plan of the Company's
series H and I Notes which are traded on the Tel Aviv Stock
Exchange, the repurchases of the following Notes was executed since
the Oct. 12, 2015, to Oct. 29, 2015:
Note: Series H
The Acquiring Corporation: Elbit Imaging Ltd.
Quantity Purchased (Par value): 9,032,316
Weighted Average Price: 87.59
Total amount paid(NIS): 7,911,831
About Elbit Imaging
Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
holds investments in real estate and medical companies. The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.
Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors. Elbit has said it has been
hanging by a thread for more than five months. It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets. In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.
Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.
In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M. The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage. Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days. Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.
As of June 30, 2015, the Company had NIS 2.8 billion in total
assets, NIS 2.5 billion in total liabilities and NIS 338.3 million
in shareholders' equity.
EMPIRE LAND: Execs Ask 9th Circuit to Revive Coverage Suit
----------------------------------------------------------
Daniel Siegal at Bankruptcy Law360 reported that several owners of
bankrupt land developer Empire Land LLC urged the Ninth Circuit on
Oct. 22, 2015, to revive their suit against National Union Fire
Insurance Co. of Pittsburgh, Pa., over defense costs in a slew of
suits by investors who claim Empire principals looted the company.
During oral arguments in Pasadena, California, Mary E. McCutcheon,
representing the Empire Land's former CEO and other company
principals, urged a three-judge panel to reverse U.S. District
Judge Dean D. Pregerson's ruling.
About Empire Land
Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops
communities and other land construction projects located in
California and Arizona.
The company and seven of its affiliates filed for Chapter 11
protection (Bankr. C.D. Calif. Lead Case No.08-14592) on April 25,
2008. The company owned at least 11,800 lost in 14 separate land
projects as of the Chapter 11 filing. Empire Land estimated
assets and debts between $100 million to $500 million.
James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP, serves
as counsel to the Debtors. The Official Committee of Unsecured
Creditors selected Landau & Berger LLP as its general bankruptcy
counsel.
ENVISION HEALTHCARE: Moody's Cuts 2018 Loan Rating to B1
--------------------------------------------------------
Moody's Investors Service rated Envision Healthcare Corporation's
proposed $750 million senior secured term loan due 2022 B1. At the
same time, Moody's lowered the rating on the company's existing
$1.28 billion senior secured term loan due 2018 to B1 from Ba3.
Envision's B1 Corporate Family Rating (CFR), B1-PD Probability of
Default Rating and B3 senior notes rating, and SGL-1 Speculative
Grade Liquidity Rating were all affirmed. The outlook is stable.
Proceeds from the new term loan are being used to fund the $620
million acquisition of Rural/Metro announced on July 30, 2015,
repay $114 million of revolver borrowings and pay transaction fees
and expenses. Rural/Metro Corporation ("Rural/Metro") is a provider
of emergency and non-emergency ambulance transportation, as well as
specialty fire protection services with operations in 21 states and
nearly 700 communities. Rural/Metro is expected to generate about
$600 million in revenues for fiscal 2015.
The lowering of the rating on Envision's $1.28 Billion senior
secured term loan reflects the increase in the amount of secured
debt in the capital structure. Previously, the unsecured notes
provided loss absorption to the secured loans sufficient to warrant
a rating of one notch higher than the CFR in accordance with
Moody's loss given default methodology. The increase in senior
secured debt has now diluted this loss absorption benefit. Hence
the downgrade of the existing term loan reflects a change in the
seniority profile of the company's debt structure. It does not
reflect any fundamental deterioration in Envision's credit
strength.
Following is a summary of Moody's rating actions:
Envision healthcare Corporation:
Ratings assigned:
Senior secured term loan due 2022 at B1 (LGD 3)
Ratings downgraded:
Senior secured term loan due 2018 to B1 (LGD 3) from Ba3 (LGD 3)
Ratings affirmed:
Corporate Family Rating at B1
Probability of Default Rating at B1-PD
Senior unsecured notes due 2022 at B3 (LGD 5)
Speculative Grade Liquidity rating at SGL-1
RATING RATIONALE
The B1 Corporate Family Rating reflects Envision's solid credit
metrics and Moody's expectation that debt to EBITDA will remain in
the low 4 times range as strong free cash flow is used to fund
smaller acquisitions. The rating also benefits from Envision's
considerable scale and geographic diversification in its two
primary segments -- physician staffing and medical transport --
which are otherwise very fragmented among other providers. The
rating reflects Moody's concerns with the high level of government
reimbursement and the company's aggressive acquisition strategy.
However, Moody's expects transactions to be funded in a manner that
maintains solid credit metrics.
The stable outlook reflects Moody's expectation that the company
will continue to benefit from both organic expansion of operations
as well as small tuck-in acquisitions. The outlook also reflects
Moody's anticipation that the company will remain disciplined in
its acquisition strategy with respect to leverage and its expansion
into newer service areas.
The rating could be upgraded if the company experiences continued
favorable growth in both revenues and EBITDA, which result in debt
to EBITDA sustained below 4.0 times. Furthermore, an upgrade would
be contingent upon Envision experiencing minimal disruption with
the integration of Rural/Metro, while also maintaining a
conservative financial policy.
If the company pursues additional debt-financed acquisitions or
shareholder initiatives, such that debt to EBITDA increases above
5.0 times on a sustained basis, the rating could be downgraded. In
addition, a deterioration in the company's liquidity profile and/or
materially negative developments in the reimbursement environment
could result in a downgrade.
Envision Healthcare Corporation headquartered in Greenwood Village,
CO, is a leading provider of emergency medical services in the US$
Envision operates through three business units: EmCare is the
company's emergency department and hospital physician outsourcing
segment; AMR is a leading provider of medical transport in the US$;
and Evolution Health is an emerging provider of comprehensive
physician-led post-hospital management solutions. Envision is
listed on the New York Stock Exchange. Pro forma revenues
(including Rural/Metro) are approximately $5.5 billion.
ERICKSON INCORPORATED: Moody's Affirms B2 Corporate Family
----------------------------------------------------------
Moody's Investors Service affirmed its ratings assigned to Erickson
Incorporated ("Erickson", f/k/a Erickson Air-Crane Incorporated):
B2 Corporate Family, B2-PD Probability of Default, B3 Senior
Secured Second Lien and SGL-3 Speculative Grade Liquidity rating.
Moody's changed the ratings outlook to negative.
RATINGS RATIONALE
The negative outlook considers the execution risk in the company's
strategy to turnaround its operations from the weak performance
following the 2013 acquisition of Evergreen Helicopters from
Evergreen International Aviation. The acquisition was meant to
diversify revenues and earnings away from the company's purely
legacy air-crane and heavy-lift operations, expanding capabilities
to serve commercial and government customers' in need of light and
medium lift helicopter transportation services. Underestimating the
capital needed to improve the operability of the acquired aircraft,
quicker than anticipated reductions in demand by US Department of
Defense organizations, and limited success in expanding the
commercial customer base, amongst other factors, led to declines in
revenues and earnings and weakened liquidity and credit metrics.
Moody's believes that the company's current strategy designed by
its new CEO that joined in April 2015, paves a path towards better
operating results and improved financial condition. However,
Moody's anticipates that restoring the company's credit strength
and credit metrics to levels supportive of the B2 rating category
will be a multi-year effort. New sales managers with experience in
the verticals the company will target have been hired. Erickson
has, or will exit services where it lacks competitive advantage,
far off-shore oil platforms as an example. The company will
evaluate its cost structure to become more cost-efficient. We
believe that Erickson might seek to expand its MRO services,
focused on global support of particular out-of-production rotary
aircraft that have large installed bases, such as the company's
Bell 214 helicopter program. Erickson will also pursue organic
growth internationally, including leveraging its expertise in
air-crane services.
The B2 Corporate Family rating reflects the potential for credit
metrics to modestly strengthen in 2016 should Erickson stabilize
its annual revenue at or above the $300 million mark and its
adequate liquidity. Slowing global economic growth that pressures
government budgets, the competitive response of incumbents in the
markets in which Erickson seeks to focus, the unknown growth
potential of the security segment, particularly covering Department
of Defense work and the extent to which the market for helicopter
transportation services is underserved could derail the company's
progress and are the primary impediments to successful execution of
the company's strategy. Moody's believes that management will
remain focused on managing its costs to achieve at least breakeven
free cash flow to prevent any meaningful increase in its reliance
on the $140 million revolving credit due in May 2018. The cyclical
nature of demand across its core air-crane service lines, including
fire-fighting, logging and infrastructure construction also
contribute to the risk profile.
A downgrade could occur if the company is not able to grow earnings
to strengthen credit metrics. Debt to EBITDA that is sustained
above 6.0 times, FFO + Interest to Interest that does not
strengthen above 2.0 times, Retained Cash Flow to Net Debt of less
than 9%, sustained negative free cash flow or revolver availability
being sustained below $30 million could lead to a downgrade of the
ratings. The outlook could be returned to stable if Debt to EBITDA
and FFO + Interest to Interest approach 5.5 times and 2.5 times,
respectively. Sustained positive free cash flow that grows revolver
availability in excess of $50 million could also support a stable
outlook. Successful execution of the strategy would support the B2
rating, and possibly a higher rating if the company was to
substantially grow its revenues and reduce drawings on the revolver
sustainably below $50 million.
Erickson is a leading global provider of aviation services
specializing in government services, legacy aircraft MRO and
manufacturing, and commercial services such as firefighting, HVAC,
power line, specialty, construction, oil and gas, and timber
harvesting. Erickson operates a fleet of approximately 75
rotary-wing (light, medium, and heavy) and fixed-wing aircraft,
including 20 heavy-lift S-64 Aircranes. Founded in 1971, Erickson
is headquartered in Portland, Oregon, and maintains operations in
North America, South America, Europe, the Middle East, Africa, Asia
Pacific, and Australia.
ESTERLINA VINEYARDS: Amends List of 20 Largest Unsecured Creditors
------------------------------------------------------------------
Esterlina Vineyards & Winery, LLC, filed with the U.S. Bankruptcy
Court for the Northern District of California an amended list of
creditors holding 20 largest unsecured claims, to reflect the
change of creditors.
The amended list disclosed:
Name of creditor Nature of Claim Amount of Claim
---------------- --------------- ---------------
Bank of the West Bank Loan $1,950,000
North Coast ABC Office
3316 Jefferson Street
Napa, CA 94558
Internal Revenue Service Federal Payroll $67,019
M.A. Silva Corks, USA $25,274
First Hawaiian Master Card $25,000
All American Containers $19,830
Employment Development Department $14,735
Francis Coppola Winery LLC $14,287
EBA Engineering $9,000
Ultima Bottling $9,000
Amorim Cork America $6,080
Francois Freres USA, Inc. $5,999
Big Wave Bottling $5,241
Mill Creek Bottling Services $5,236
Performance Pump Service $4,071
Kaiser Foundation Health $3,875
R.S. Randall $1,940
Robin Das/Berkson $1,679
Environment Control $1,572
FedEx $1,487
Encore Event Rentals $886
As reported by the Troubled Company Reporter on Aug 4, 2015, the
Debtors originally listed these creditors holding unsecured claims
Entity Nature of Claim Claim Amount
------ --------------- ------------
Aaction Rents $502
Amorim Cork America $6,080
Craig Sterling $894
EBA Engineering $9,000
Encore Event Rentals $886
Environment Control $1,572
ETS Laboratories $364
Francis Coppola Winery LLC $14,287
Francois Freres USA, Inc. $5,999
Golden State Overnight $294
Kaiser Foundation Health Plan, Inc. $3,875
M.A. Silva Corks, USA $25,274
Mill Creek Bottling Services $5,236
Performance Pump Service $4,071
Principal Life Insurance Company $558
Redwood Empire Disposal $346
Steve Sterling $705
Ultima Bottling $9,000
Vinquiry $678
Wisconsin Department of Revenue $250
The filing was signed by Eric Sterling, president.
About Esterlina Vineyards & Winery, LLC
Esterlina Vineyards & Winery, LLC filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Calif. Case No. 15-10841) on Aug. 12, 2015.
Eric Sterling signed the petition as president. The Debtor
disclosed total assets of $12,759,291 and total liabilities of
$8,288,420. The Law Offices of Provencher & Flatt LLP
serves as the Debtor's counsel. The case is assigned to Judge
Thomas E. Carlson.
ESTERLINA VINEYARDS: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Esterlina Vineyards & Winery, LLC, filed with the U.S. Bankruptcy
Court for the Northern District of California its schedules of
assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $7,000,000
B. Personal Property $5,759,291
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $6,110,000
E. Creditors Holding
Unsecured Priority
Claims $82,143
F. Creditors Holding
Unsecured Non-Priority
Claims $2,096,277
----------- -----------
Total $12,759,291 $8,288,420
A copy of the schedules is available for free at:
http://bankrupt.com/misc/ESTERLINAVINEYARDS_31_sal.pdf
About Esterlina Vineyards & Winery, LLC
Esterlina Vineyards & Winery, LLC filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Calif. Case No. 15-10841) on Aug. 12, 2015.
Eric Sterling signed the petition as president. The Debtor
disclosed total assets of $12,759,291 and total liabilities of
$8,288,420. The Law Offices of Provencher & Flatt LLP
serves as the Debtor's counsel. The case is assigned to Judge
Thomas E. Carlson.
EXCO RESOURCES: S&P Raises CCR to 'CCC+', Outlook Developing
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas-based EXCO Resources Inc. to 'CCC+' from 'SD'
(selective default). The outlook is developing.
S&P also assigned its 'CCC+' issue-level ratings to EXCO's
single-tranche $591 million senior secured second-lien term loans
due 2020. The recovery rating on these loans is '4', reflecting
S&P's expectation of average (30% to 50%; higher end of range)
recovery in the event of a payment default.
At the same time, S&P lowered the issue-level rating on EXCO's
senior secured revolving bank debt to 'B' from 'B+'. The recovery
rating on this debt remains '1', indicating very high (90% to 100%)
recovery in the event of a payment default.
The issue-level rating on EXCO's existing senior unsecured notes
remains 'D'. The recovery rating on these notes remains '6',
indicating negligible (0% to 10%) recovery in the event of a
payment default.
The rating actions follow EXCO's issuance of $591 million of new
senior secured second-lien term loans due 2020 to repay amounts
drawn under its revolving credit facility and a portion of its 2018
and 2022 senior unsecured notes. S&P viewed the transaction as a
distressed exchange because the unsecured notes were repurchased at
a 49% discount to par.
"The upgrade of EXCO's corporate credit rating reflects our
forward-looking opinion on the company's creditworthiness," said
Standard & Poor's credit analyst Christine Besset.
While the recent notes repurchases reduce debt by approximately
$270 million, S&P views financial leverage as unsustainably high.
The company has "adequate" liquidity, however, including
approximately $42 million of cash and $360 million available under
its revolving credit facility. S&P's 'D' issue-level ratings on
the company's senior unsecured notes reflect our expectation that
additional repurchases or exchanges are likely in the coming months
that S&P could view as distressed exchanges.
S&P views EXCO's business risk profile as "vulnerable," as defined
in S&P's criteria. S&P considers EXCO's financial risk profile to
be "highly leveraged," reflecting still high debt levels relative
to cash flow, despite the reduction in debt following the
distressed debt exchange. S&P assess EXCO's overall liquidity as
"adequate" under S&P's criteria.
The outlook is developing, reflecting S&P's view that it could
either raise or lower the rating over the next 12 months depending
on the company's success in reducing debt leverage and maintaining
adequate liquidity through further capital market transactions.
S&P could lower the rating if the company were unable to secure
additional liquidity sources in the next 12 to 24 months to fund
its capital spending plans. S&P notes that the borrowing base is
due for redetermination next spring.
S&P could consider a positive rating action if the company were
able to reduce debt leverage to below 6x and FFO to debt closer to
12%, while sustaining adequate liquidity. This scenario would most
likely occur if the company was able to execute additional capital
market transactions, or commodity prices recovered meaningfully.
F-SQUARED INVESTMENTS: Wants Ex-CEO's Severance Pact Terminated
---------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that F-Squared
Investments Inc. on Oct. 23, 2015, urged a Delaware bankruptcy
judge to terminate a severance pact with the company's former CEO
Howard Present, who is accused by federal regulators of misleading
investors on the performance of F-Squared's flagship investment
product.
F-Squared filed a motion to reject the separation agreement it
struck with Present when he resigned from the company in November
2014. F-Squared, currently in Chapter 11, filed for bankruptcy
over the summer after it agreed to pay $35 million to settle
claims.
About F-Squared Investment
Headquartered in Wellesley, MA, F-Squared Investments, Inc. --
http://www.f-squaredinvestments.com-- is a privately owned
investment manager. The firm primarily provides its services to
other investment advisers. It also caters to individuals, high
net
worth individuals, and pension and profit sharing plans. The firm
provides index management services. It manages separate
client-focused equity, fixed income, and multi-asset portfolios.
The firm invests in the public equity, fixed income, and
alternative investment markets across the globe. It makes all its
investments through exchange-traded funds. The firm invests in
small-cap stocks of companies across diversified sectors.
F-Squared Investment Management, LLC and eight of its affiliates
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
15-11469) on July 8, 2015. The petition was signed by Laura Dagan
as president and chief executive officer. The cases are assigned
to Laurie Selber Silverstein.
Richards, Layton & Finger, P.A. serves as the Debtors' counsel.
Gennari Aronson, LLP represents the Debtors as special corporate
counsel. Grail Advisory Partners LLC (d/b/a PL Advisors) and
Managed Account Services, LLC act as the Debtors' financial
advisors and investment bankers. Stillwater Advisory Group LLC is
the Debtors' crisis managers and restructuring advisors. BMC
Group, Inc. acts as the Debtors' claims and noticing agent.
FEELY'S SERVICE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Feely's Service, LLC
1341 NE Isabel Road
Medicine Lodge, KS 67104
Case No.: 15-41105
Chapter 11 Petition Date: October 29, 2015
Court: United States Bankruptcy Court
District of Kansas (Topeka)
Judge: Hon. Janice Miller Karlin
Debtor's Counsel: William H. Zimmerman, Jr., Esq.
ERON LAW, P.A.
229 E. William, Suite 100
Wichita, KS 67202
Tel: (316) 262-5500
Fax: (316) 262-5559
Email: zim@eronlaw.net
Total Assets: $1.04 million
Total Liabilities: $1.02 million
The petition was signed by William W. Feely, member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ksb15-41105.pdf
FIRST DATA: Moody's Assigns 'B2' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to First Data
Corporation's ("First Data") proposed senior unsecured notes due
2023. All other ratings, including the B2 corporate family rating
(CFR), and the positive outlook remain unchanged.
The proceeds will be used to repay a portion (or all) of its
outstanding 12.625% senior unsecured notes due 2021 ("12.625%
notes") and potentially other unsecured notes. Earlier this month,
First Data announced its intention to use net proceeds from its
recent initial public offering ("IPO") of more than $2.3 billion to
redeem all of its $510 million of 11.25% senior unsecured notes due
2021 and about $1.8 billion of its 12.625% notes.
RATINGS RATIONALE
Moody's expects First Data's adjusted debt leverage will improve to
the low to mid 6 times level by the end of 2016 aided by IPO
proceeds and mid-single digit percentage profit growth. With the
debt repayment and refinancing of the 12.625% notes, interest
expense will decrease by over $300 million annually with the
opportunity for further interest savings with the refinancing of
callable, high coupon debt over the next year. With lower interest
and modestly improving profits, Moody's estimates that free cash
flow will exceed $700 million in 2016.
The B2 CFR is supported by First Data's size, scale, and market
position as the leading merchant acquirer in the US$ Moody's
expects First Data's profitability will benefit from sales and
product investments for new payment solutions and data analytic
offerings and the growth of credit card issuer processing. Cash
flow will also improve from international expansion, where card
usage penetration opportunities are greater than in the US. At the
same time, the improved cash flow will still remain relatively
light in relation to the very large debt total, with free cash flow
to debt of about 4% at the end of 2016.
The positive outlook reflects Moody's expectation that First Data
will continue to de-leverage its balance sheet over the next two
years with adjusted debt to EBITDA decreasing to below 6 times
through a combination of debt repayment and profit growth. Moody's
expects First Data to generate low to mid-single digit percentage
revenue growth with adjusted EBITDA approaching $3 billion by the
end of 2016.
The ratings could be upgraded if First Data were to achieve at
least mid-single digit revenue and profit growth or further
deleveraging through equity offerings, such that Moody's expects
adjusted debt to EBITDA will decrease to the mid 5 times level and
free cash flow to debt will exceed 5% on a sustained basis. The
ratings could be lowered if revenue or profitability declines, free
cash flow to debt approaches 1%, or First Data suffers a
significant loss of market share due to emerging payment
technologies. Downwards pressure could also arise if First Data
were unable to make steady progress in extending its scheduled 2017
and 2018 debt maturities.
Rating assigned:
Issuer: First Data Corporation
Rating assigned:
Senior Unsecured Notes, Caa1 (LGD-5)
With projected total annual revenues approaching $12 billion, First
Data is a leading provider of electronic commerce and payment
processing solutions for financial institutions and merchants
worldwide.
FIRST DATA: S&P Assigns 'B' Rating on Sr. Unsecured Notes Due 2023
------------------------------------------------------------------
Standard & Poor's Ratings Services, on Oct. 29, 2015, assigned its
'B' issue-level rating and '5' recovery rating to Atlanta-based
global payment technology solutions company First Data Corp.'s
(FDC) announced senior unsecured notes due 2023. The '5' recovery
rating indicates S&P's expectation of modest (10% to 30%; upper end
of the range) recovery for lenders in the event of a payment
default.
S&P expects that FDC will apply net proceeds from the transaction
to refinance the remaining portion of its 12.625% senior unsecured
notes due 2021.
S&P expects FDC's segment revenues will increase in the mid- to
high-single digits year over year to about $7 billion and
anticipate the company will generate free cash flow of about $300
million in 2015 and $700 million to $800 million in 2016. S&P
views FDC's business risk profile as "satisfactory" because of the
company's presence as the market leader of payment processing
services for merchants and financial institutions as measured by
revenues. The company retains its "highly leveraged" financial
risk profile, with debt leverage, pro forma for pending debt
repayment with recently raised equity proceeds, of about 7x as of
Sept. 30, 2015. The outlook is stable.
RATINGS LIST
First Data Corp.
Corporate Credit Rating B+/Stable/--
New Rating
First Data Corp.
Notes due 2023
Senior Unsecured B
Recovery Rating 5H
FREESEAS INC: Sells $500,000 Convertible Note to ALSA Holdings
--------------------------------------------------------------
FreeSeas Inc. entered into a securities purchase agreement with
ALSA Holdings Ltd., pursuant to which, the Company sold a $500,000
principal amount convertible note to the Investor for gross
proceeds of $500,000, according to a regulatory filing with the
Securities and Exchange Commission.
The Note will mature on the one year anniversary of the Closing
Date and will bear interest at the rate of 8% per annum, which will
be payable on the maturity date or any redemption date and may be
paid, in certain conditions, through the issuance of shares, at the
discretion of the Company.
The Note will be convertible into shares of the Company's common
stock, par value $0.001 per share at a conversion price equal to
the lesser of (i) $0.3955 and (ii) 60% of the lowest volume
weighted average price of the Common Stock during the 21 trading
days prior to the conversion date.
If an event of default under the Notes occurs, upon the request of
the holder of the Note, the Company will be required to redeem all
or any portion of the Note (including all accrued and unpaid
interest), in cash, at a price equal to the greater of (i) up to
127.5% of the amount being converted, depending on the nature of
the default, and (ii) the product of (a) the number of shares of
Common Stock issuable upon conversion of the Note, times (b) 127.5%
of the highest closing sale price of the Common Stock during the
period beginning on the date immediately preceding such event of
default and ending on the trading day that the redemption price is
paid by the Company.
The Company has the right, at any time, to redeem all, but not less
than all, of the outstanding Note, upon not less than 30 days nor
more than 90 days prior written notice. The redemption price will
equal 127.5% of the amount of principal and interest being
redeemed.
The convertibility of the Note may be limited if, upon conversion
or exercise (as the case may be), the holder thereof or any of its
affiliates would beneficially own more than 4.99% of the Common
Stock.
In addition, the Company reimbursed the Investor for all costs and
expenses incurred by it or its affiliates in connection with the
transactions contemplated by the transaction documents in a
non-accountable amount equal to $20,000.
So long as the Note is outstanding, the Company is prohibited from
entering into any transaction to (i) sell any common stock or
securities convertible into or exercisable for the Company's common
stock pursuant to (A) Regulation S under the Securities Act of
1933, as amended, (B) Section 3(a)(9) of the 1933 Act or (C)
Section 3(a)(10) of the 1933 Act or (ii) sell securities at a
future determined price, including, without limitation, an "equity
line of credit" or an "at the market offering."
About FreeSeas Inc.
Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies. The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.
The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks." As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.
Freeseas reported a net loss of $12.7 million in 2014, a net loss
of $48.7 million in 2013 and a net loss of $30.9 million in 2012.
As of June 30, 2015, the Company had $41.4 million in total assets,
$32.2 million in total liabilities and $9.22 million in total
shareholders' equity.
RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2014, citing that the Company has incurred recurring operating
losses and has a working capital deficiency. In addition, the
Company has failed to meet scheduled payment obligations under its
loan facilities and has not complied with certain covenants
included in its loan agreements. Furthermore, the vast majority of
the Company's assets are considered to be highly illiquid and if
the Company were forced to liquidate, the amount realized by the
Company could be substantially lower that the carrying value of
these assets. Also, the Company has disclosed alternative methods
of testing the carrying value of its vessels for purposes of
testing for impairment during the year ended December 31, 2014.
These conditions among others raise substantial doubt about the
Company's ability to continue as a going concern.
FRESH & EASY: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Fresh & Easy, LLC
fka Y-Opco, LLC
20101 Hamilton Avenue, Suite 350
Torrance, CA 90502
Case No.: 15-12220
Type of Business: Retail
Chapter 11 Petition Date: October 30, 2015
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Christopher S. Sontchi
Debtor's Counsel: Norman L. Pernick, Esq.
Kate J. Stickles, Esq.
David W. Giattino, Esq.
COLE SCHOTZ P.C.
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Tel: 302-652-3131
Fax: 302-652-3117
Email: npernick@coleschotz.com
Debtor's Robert S. Brady, Esq.
Special Michael R. Nestor, Esq.
Counsel: Justin H. Rucki, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Debtor's EPIQ BANKRUPTCY SOLUTIONS, LLC
Claims and
Noticing
Agent:
Debtor's DJM REALTY SERVICES, LLC AND CBRE GROUP, INC.
Real Estate
Consultants:
Debtor's FTI CONSULTING, INC.
Restructuring
Advisors:
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $100 million to $500 million
The petition was signed by Peter McPhee, chief financial officer.
List of Debtor's 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
DPI West Trade Debt $1,858,071
601 Rockefeller Avenue
Ontario, California 91761
Daniel Mercado
Tel: (818) 896-1101 Ext. 263
United Natural Food West Inc. Trade Debt $1,797,900
P.O. Box 742930
Los Angeles, California 90074-2930
Ignited LLC Trade Debt $1,429,838
2221 Park Place
El Segundo, California 90245
Prologis USLV-Exchange 14800 Lease $1,303,767
Meridian Parkway LLC
2817 East Cedar Street, Suite 200
Ontario, California 91761
Hidden Villa Ranch Trade Debt $909,006
310 North Harbor Boulevard
Fullerton, California 92832
Snak King Corp. Trade Debt $842,459
16150 East Stephens Street
Industry, California 91745
Niagara Bottling, LLC Trade Debt $721,357
2560 East Philadelphia Avenue
Ontario, California 91761
Coca Cola Trade Debt $718,395
1334 South Central Avenue
Los Angeles, California 90021
JBS USA, LLC Trade Debt $544,647
1770 Promontory Circle
Greeley, Colorado 80634
Andrew Williamson Fresh Produce Trade Debt $400,975
9940 Marconi Drive
San Diego, California 92154
Frito Lay Trade Debt $400,692
740 Oro-Chico Highway
Durham, California 95938
Santa Monica Seafood Company Trade Debt $400,570
18531 South Broadwick Street
Ranco Dominguez, California 90220
Unified Grocers, Inc. Trade Debt $373,724
15015 Valley View Avenue
Santa Fe Springs, California 90670
Ryder Integrated Logistics, Inc. Trade Debt $369,773
11690 NW 105th Street
Miami, Florida 33178-1103
Pak West Paper and Packaging Trade Debt $328,911
4042 West Garry Avenue
Santa Ana, California 92704
AMC Direct Inc. d/b/a AMC Fazio Trade Debt $328,579
2500 South Fowler Avenue
Fresno, California 93725
Overhill Farms, Inc. Trade Debt $327,243
2727 East Vernon Avenue
Vernon, California 90058
Two Chefs Trade Debt $326,338
18201 Central Avenue
Carson, California 90746
Stremicks Heritage Foods, LLC Trade Debt $325,337
997 North Airport Road
Cedar City, Utah 84721-8408
C.H. Robinson Trade Debt $300,865
P.O. Box 9121
Minneapolis, Minnesota 55480-9121
Fuji Food Products, Inc. Trade Debt $267,209
14420 Bloomfield Avenue
Santa Fe Springs, California 90670
C & F Foods, Inc. Trade Debt $265,378
15620 East Valley Boulevard
Industry, California 91744
Bunzl Distribution California, LLC Trade Debt $262,048
3310 East Miraloma Avenue
Anaheim, California 92806
Foster Farms Dairy Trade Debt $262,017
529 Kansas Avenue
Modesto, California 95351
Youngs Market Co. CA Trade Debt $246,496
500 South Central Avenue
Los Angeles, California 90013
National Steak & Poultry Trade Debt $245,650
Johanna Beverage Company Trade Debt $245,585
iTEK Services, Inc. Trade Debt $233,183
Elite Flower Services Trade Debt $215,871
Clement Pappas & Co. Inc. Trade Debt $210,073
FRONTIER STAR: Defends MBM Deal, Payment of $3.61MM Claim
---------------------------------------------------------
Frontier Star LLC responded to objections to its motion for
approval of a stipulation with Meadowbrook Meat Company, Inc.,
doing business as MBM Corporation, the exclusive national supplier
of recipes and ingredients for Debtors' Hardee's and Carl's Jr.
franchise restaurants.
On Aug. 11, Frontier Star filed a motion seeking approval of a
stipulation pursuant to which, MBM has agreed to continue shipping
to Frontier and related entities goods on net 21-day terms -- as
opposed to payment in advance -- postpetition despite the Debtors'
bankruptcy filings. As of the Petition Date, Frontier Star CJ owed
MBM $1.66 million and Frontier Star owed MBM $1.93 million. The
stipulation provides that MBM will be entitled to apply all amounts
received from Frontier or the management company to its oldest
outstanding invoices until the prepetition amount is unavoidably
paid in full. To provide some liquidity relief to Frontier,
however, MBM has agreed that payment of $100,000 of the prepetition
amount may be deferred and paid in full within 60 days of the
effective date of the Debtors' plan of reorganization or
liquidation. The stipulation also provides that MBM will continue
to ship goods on net 21-day terms provided that Frontier does not
commit a default in payment to MBM. As adequate protection for the
purchase money security interests (the "PMSIs") granted to MBM
under their Purchase Money Security Agreement, MBM is granted
replacement liens in its collateral. A copy of the Motion is
available for free at:
http://bankrupt.com/misc/Frontier_S_42_M_MBM_Settlement.pdf
Three parties, namely, (i) Cheeseburger, LLC, HDI & JM Properties,
LLC, HDI Chicago Rest LLC, Adams Ventures, LLC, and Nacogdoches BTS
LLC (collectively, "Cheeseburger"); (ii) CSC Holdings, LLC's and
CSC Trust (collectively, "CSC"), and (iii) Carlees Holdings, LLC,
and 1629 McDonald Ave. LLC (collectively, "Carlees"), filed
objections to the Motion.
Cheeseburger says that conflating and commingling the Debtors with
non-debtor Star I create problems. It notes that because the
Debtors are merely holding companies, the actual day-to-day
operations of the restaurants are ostensibly conducted through
non-debtor affiliates Star I and MIH Admin Services. Cheeseburger
says the Debtors are paying MBM $3.6 million in alleged prepetition
claims -- and granting MBM a release from all possible avoidance
actions under Chapter 5 of the Bankruptcy Code -- to induce MBM to
continue providing favorable trade terms to the Debtors' non-debtor
affiliates.
CSC echoes Cheeseburger's concerns, and believes that the
Stipulation is an overt attempt to help the financial interests of
Frontier Star I. It notes that for years, MBM has possessed no
valid secured interest against any property of these Debtors. "The
Debtors' Motion is a naked attempt to manipulate the bankruptcy
process by creating a friendly secured creditor to later vote in
favor of a plan," CSC said in its objection.
Carlees filed a joinder to Cheeseburger's and CSC's objections,
pointing out it is clear from the Debtors' schedules and statements
to the Court that MBM isn’t selling the Goods to the Debtors and
doesn’t appear to have sold goods to those entities prepetition.
Stipulating Parties Respond
In an omnibus response to the objections, the Debtors note that
notwithstanding over 100 commercial leases involved and the
substantial number of landlords associated therewith, only three
objections to the Motion were filed.
The Debtors assert that the objectors incorrectly assert that the
stipulation is intended to only benefit non-debtor party Frontier
Star I. They point out that both debtors Star and CJ each
separately signed a purchase money security agreement with MBM and
are liable to MBM independently of Frontier Star I.
The Debtors explained that they must reach an agreement with MBM in
order for MBM to continue its standard business operations and
provide the Debtors with the required food and restaurant items
necessary to conduct business. The Debtors note that if MBM were
to amend the payment terms to bank wire in advance of delivery,
such a change would severely and negatively affect the Frontier
Entities' liquidity and their ability to continue their business
operations which in turn would severely and negatively affect the
Debtors' estates.
MBM said, in its own response to the objections, that its temporary
agreement to provide postpetition credit was based solely on the
Court's anticipated approval of the settlement agreement -- an
agreement similar to many approved by other bankruptcy courts in
other cases over the past decade. Without approval, MBM says it
does not intend to provide any postpetition credit to the Frontier
Entities, meaning that the $3-plus million in postpetition
liquidity that MBM presently provides will be unavailable.
The Debtors' attorneys:
THE CAVANAGH LAW FIRM, P.A.
Philip G. Mitchell, Esq.
Katherine O. Cheney, Esq.
1850 North Central Avenue, Suite 2400
Phoenix, AZ 85004
Tel: (602) 322-4000
E-mail: pmitchell@cavanaghlaw.com
kcheney@cavanaghlaw.com
MBM's attorneys:
FORRESTER & WORTH, PLLC
John R. Worth, Esq.
3636 North Central Avenue, Suite 700
Phoenix, AZ 85012
E-mail: jrw@forresterandworth.com
Tel: (602) 258-2728
Fax: (602) 271-4300
- and -
ALSTON & BIRD LLP
Jonathan T. Edwards, Esq.
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
Tel: (404) 881-4985
E-mail: jonathan.edwards@alston.com
About Frontier Star
Guadalupe, Arizona-based Frontier Star LLC and Frontier Star CJ
LLC are large Carl's Jr. and Hardee's franchisees operated by three
grandchildren of Carl Karcher, who founded the Carl's Jr. hamburger
chain, now owned by parent company CKE Restaurants, Inc.
The grandchildren include the LeVecke siblings Carl, Margaret and
Jason, who is listed as chief executive officer/manager of both
companies. The LeVecke siblings had more than 130 Carl's Jr. and
Hardee's franchises in seven states and Puerto Vallarta, Mexico, as
of late 2013.
Frontier Star, LLC and Frontier Star CJ, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Ariz. Lead Case No. 15-09383) on
July 27, 2015. The petitions were signed by Jason LeVecke as
CEO/manager.
The Cavanagh Law Firm serves as counsel to the Debtors.
Frontier Star disclosed $71.9 million in assets and $27.3 million
in debt in its schedules.
FULLBEAUTY BRANDS: S&P Affirms Then Withdraws 'B-' CCR
------------------------------------------------------
Standard & Poor's Ratings Services affirmed and withdrew its 'B-'
corporate credit rating on FULLBEAUTY Brands Inc. following the
completion of its acquisition by Apax Partners LLP and
Charlesbank.
At the same time, S&P is assigning the 'B-' corporate credit rating
to FULLBEAUTY Brands Holdings Corp., which is the surviving entity.
The outlook is stable.
GENERAL MOTORS: Ignition Switch Ruling Stayed Pending Appeal
------------------------------------------------------------
Judge Robert E. Gerber of the United States Bankruptcy Court for
the Southern District of New York granted the Ignition Switch
Plaintiffs' request for a stay pending their appeal from the June
1, 2015 Judgment of a contemplated $135 million distribution from
the GUC Trust to its unitholders. Judge Gerber granted the request
for stay subject to the posting of a bond in the amount of $10.6
million.
The case is captioned In re MOTORS LIQUIDATION COMPANY, et al.,
f/k/a General Motors Corp., et al. Chapter 11, Debtors, CASE NO.
09-50026 (REG) (JOINTLY ADMINISTERED) (Bankr. S.D.N.Y.).
A full-text of the Decision and Order dated October 14, 2015 is
available at http://is.gd/VBLrlFfrom Leagle.com.
Motors Liquidation Company, Debtor, represented by Donald F. Baty
Jr., Esq. -- dbaty@honigman.com -- Honigman Miller Schwartz and
Cohn, LLP, David R. Berz, Esq. -- david.berz@retired.weil.com --
Weil Gotshal & Manges, LLP, Judy B. Calton, Esq. --
jcalton@honigman.com -- Honigman Miller Schwartz & Cohn, LLP,
Stephen Karotkin, Esq. -- stephen.karotkin@retired.weil.com --
Weil, Gotshal & Manges LLP, Deborah Kovsky-Apap, Esq. --
kovskyd@pepperlaw.com -- Pepper Hamilton LLP, Robert J. Lemons,
Esq. --robert.lemons@retired.weil.com -- Weil Gotshal & Manges,
LLP, Harvey R. Miller, Esq. -- harvey.miller@retired.weil.com --
Weil, Gotshal & Manges, LLP, Daniel R. Murray, Esq. -- Jenner &
Block, LLP, Joseph R. Sgroi, Esq. -- jsgroi@honigman.com --
Honigman Miller Schwartz and Cohn LLP, Tricia A. Sherick, Esq. --
tsherick@honigman.com -- Honigman Miller Schwartz and Cohn, LLP,
Joseph H. Smolinsky, Esq. -- joseph.smolinsky@retired.weil.com --
Weil, Gotshal & Manges LLP, Patrick J. Trostle, Esq. --
ptrostle@jenner.com -- Jenner & Block LLP, Robert B. Weiss, Esq. --
rweiss@honigman.com -- Honigman Miller Schwartz & Cohn, LLP.
Wilmington Trust Company, Trustee, represented by Lisa H. Rubin,
Esq. -- lrubin@gibsondunn.com -- Gibson Dunn & Crutcher LLP, Aric
Wu, Esq. -- awu@gibsondunn.com -- Gibson, Dunn & Crutcher LLP.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts. Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company. GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors. GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis
& Frankel LLP served as bankruptcy counsel to the Creditors
Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
--
GUC Trust Administrator -- of the Motors Liquidation Company GUC
Trust, assumed responsibility for the affairs of and certain
claims
against MLC and its debtor subsidiaries that were not concluded
prior to the Dissolution Date.
As of March 31, 2015, Motors Liquidation had $1.01 billion in
total assets, $69.2 million in total liabilities and $945 million
in net assets in liquidation.
GENERAL STEEL: Announces 1-for-5 Reverse Stock Split
----------------------------------------------------
General Steel Holdings, Inc. announced that its Board of Directors
has approved a one-for-five reverse stock split of its authorized
shares of common stock, par value $0.001. On Oct. 26, 2015, the
Company filed a Certificate of Change with the Secretary of State
of Nevada with an effective date and time of Oct. 29, 2015, at 7:00
am EDT.
Pursuant to Section 78.207 of the Nevada Revised Statutes, and
pursuant to the Articles of Incorporation of the Company, on
Oct. 20, 2015, by unanimous written consent, the Board of Directors
of the Company authorized the Reverse Stock Split. The Company
believes that existing shareholders will benefit from the ability
to attract a broader range of investors as a result of the Reverse
Stock Split and a higher per share stock price.
On the Effective Date, every five issued and outstanding shares of
Company Common Stock will be converted into one share of Company
Common Stock, and the number of authorized shares of Company Common
Stock will also be reduced on a one-for-five basis. While the
Company's Common Stock will continue trading on the NYSE on a
split-adjusted basis under the symbol "GSI.", it will be assigned a
new CUSIP number of 370853 202 following the effectiveness of the
Reverse Stock Split.
As a result of the reverse stock split, the number of outstanding
shares of General Steel's Common Stock will be reduced from
approximately 83 million to approximately 17 million. No
fractional shares will be issued in connection with the Reverse
Stock Split. Instead, the Company will round up to the next full
share of the Company's Common Stock any fractional shares that
result from the Reverse Stock Split.
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.
GENIUS BRANDS: Has $4.3 Million Private Placement
-------------------------------------------------
Genius Brands International, Inc., disclosed it has entered into an
agreement to sell approximately $4.3 million of its common stock
and warrants in a private placement with institutional investors
and company management.
"The investor interest in this financing supports opportunities to
enhance the numerous brands we currently have in the market, as
well as to acquire opportunistic children's IP, that we regularly
encounter, and capitalize on the growing industry demand for
kid’s content that is both entertaining and enriching," said GBI
Chairman and CEO, Andy Heyward.”
The sale of the common stock and warrants is expected to close on
or about Nov. 3, 2015, subject to the satisfaction of customary
closing conditions. Pursuant to the agreement with the investors,
the company will issue to the investors approximately 4.3 million
shares of common stock at a per share price of $1.00 and warrants
to purchase approximately 4.3 million shares of common stock, with
a term of five years from the closing date at an exercise price of
$1.10 per share. The company is required to file a registration
statement with the Securities and Exchange Commission to register
the resale of the common stock and shares underlying the warrants
by the investors within 45 days. The company intends to use the
net proceeds for general working capital purposes, including
marketing its numerous brands currently entering the marketplace,
acquisition and development of additional properties, expansion of
its international licensing infrastructure and acquisition of
content and marketing for the new Kid Genius channel on Comcast's
(Nasdaq: CMCSA, CMCSK) Xfinity On Demand service.
Chardan Capital Markets LLC acted as sole placement agent for the
offering.
About Genius Brands
Beverly Hills, Calif.-based Genius Brands International, Inc.,
creates and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.
Genius Brands reported a net loss of $3.72 million in 2014, a net
loss of $7.21 million in 2013, a net loss of $2.06 million in
2012 and a net loss of $1.37 million in 2011.
As of June 30, 2015, the Company had $16.44 million in total
assets, $4.33 million in total liabilities and $12.11 million in
total equity.
HALCON RESOURCES: Signs 12th Amendment JPMorgan Revolving Credit
----------------------------------------------------------------
Halcon Resources Corporation entered into the Twelfth Amendment to
Senior Revolving Credit Agreement by and among the Company, as
borrower, JPMorgan Chase Bank, N.A., as administrative agent, and
the other lenders. The Amendment, among other things, provided the
Company additional flexibility with respect to exchanges and
repurchases of senior unsecured notes; reaffirmed the borrowing
base at $850 million; and scheduled the Company's next borrowing
base redetermination for March 1, 2016.
About Halcon Resources
Halcon Resources Corporation acquires, produces, explores and
develops onshore liquids-rich assets in the United States. This
independent energy company operates in the Bakken/Three Forks, El
Halcon and Tuscaloosa Marine Shale formations.
As of June 30, 2015, the Company had $4.64 billion in total assets,
$4.1 billion in total liabilities, $137 million in redeemable
non-controlling interest, and $346 million in total stockholders'
equity.
* * *
As reported by the TCR on Jan. 27, 2015, Moody's Investors Service
downgraded Halcon's Corporate Family Rating to 'Caa1' from 'B3' and
the Probability of Default Rating to 'Caa1-PD' from 'B3-PD'. The
downgrade reflects growing risk for Halcon's business profile
because of high financial leverage and limited liquidity as its
existing hedges roll-off and stop contributing to its borrowing
base over the next 12-18 months.
In September 2015, Standard & Poor's Ratings Services lowered its
corporate credit rating on Oklahoma City-based Halcon Resource
Corp. to 'SD' (selective default) from 'B-'. "The downgrade
follows Halcon's announcement that it reached an agreement with
holders of portions of its senior unsecured notes to exchange the
notes for new senior secured third-lien notes," said Standard &
Poor's credit analyst Ben Tsocanos.
HAWKER BEECHCRAFT: Former Worker's Claims Disallowed
----------------------------------------------------
Reorganized Hawker Beechcraft Inc. object to three proofs of claim
filed by Harold Nyanjom, a former employee, alleging that HBC
violated the Americans with Disabilities Act and the Kansas Act
Against Discrimination. These claims were litigated in the United
States District Court for the District of Kansas which granted
summary judgment in favor of HBC.
HBC's predecessor hired Nyanjom on January 22, 1999, as a sheet
metal assembler. At all relevant times, Nyanjom suffered from a
congenital vision impairment that left him with virtually no vision
in his left eye and reduced vision in his right eye.
In February 2011, and prior to his retirement, Nyanjom filed
administrative complaints against HBC with the Equal Employment
Opportunity Commission and the Kansas Human Rights Commission
alleging that he was discriminated against, denied reasonable
accommodation for his disability, subjected to involuntary
transfers, subjected to an involuntary medical leave of absence,
denied long term disability benefits, not rehired, and was
retaliated against for opposing acts and practices forbidden by the
Kansas Act Against Discrimination. He filed additional complaints
with the EEOC and KHRC in September 2011, this time alleging
retaliation based on his involuntary retirement and arguing that
disability benefits should have commenced earlier.
In the meantime, HBC filed chapter 11 petitions on May 3, 2012, and
Nyanjom submitted two timely proofs of claim, Claim Nos. 2331 and
2332 each in the amount of $150,000. Finally, Nyanjom filed Claim
No. 2878 after the bar date as a priority claim in the amount of
$24 million.
HBC now objects to Nyanjom's three proofs of claim.
Judge Stuart M. Bernstein of the United States Bankruptcy Court for
the Southern District of New York disallowed and expunged proofs of
claim nos. 2331, 2332, and 2878 of Harold Nyanjom for lack of
merit.
The case is captioned In re: HAWKER BEECHCRAFT, INC., et al.,
Chapter 11 Reorganized Debtors, CASE NO. 12-11873 (SMB) (JOINTLY
ADMINISTERED) (Bankr. S.D.N.Y.).
A full-text of the Decision dated October 19, 2015 is available at
http://is.gd/RJCE0cfrom Leagle.com.
Hawker Beechcraft, Inc., Debtor, represented by:
Paul M. Basta, Esq. -- paul.basta@kirkland.com -- KIRKLAND & ELLIS,
LLP, Ross M. Kwasteniet, Esq. -- ross.kwasteniet@kirkland.com
KIRKLAND & ELLIS, LLP, Steven J. Reisman, Esq. --
sreisman@curtis.com --CURTIS, MALLET-PREVOST, COLT & MOSLE LLP.
About Hawker Beechcraft
Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.
Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.
Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.
The plan will give 81.9% of the new stock to holders of $1.83
billion of secured debt, while 18.9% of the new shares are for
unsecured creditors. The proposal has support from 68% of secured
creditors and holders of 72.5% of the senior unsecured notes.
Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp. The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit. Other claims
include pensions underfunded by $493 million.
Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal. Epiq Bankruptcy
Solutions LLC is the claims and notice agent.
Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.
Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.
Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company. The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes. Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.
An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel. The Committee's
financial advisor is FTI Consulting, Inc.
On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense. The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors. The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.
In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.
In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance. The sources told WSJ the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.
Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company. On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials. Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes. Hawker said it will either
sell or close the jet-manufacturing business.
The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock. Holders of the senior credit will receive 86% of the new
stock. The senior credit holders are projected to have a 43.1%
recovery from the plan. General unsecured creditors' recovery is
a projected 5.7% to 6.3%. The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.
Beechcraft Corp., formerly Hawker Beechcraft, on Feb. 19, 2013,
disclosed that it has formally emerged from the Chapter 11 process
as a new company well-positioned to compete vigorously in the
worldwide business aviation, special mission, trainer and light
attack markets. The company's Joint Plan of Reorganization was
approved by the Bankruptcy Court on Feb. 1, and became effective
on Feb. 15.
HILCORP ENERGY: Moody's Hikes Corporate Family Rating to Ba1
------------------------------------------------------------
Moody's Investors Service upgraded Hilcorp Energy I, L.P.'s
(Hilcorp) Corporate Family Rating (CFR) to Ba1 from Ba2 and
Hilcorp's and co-issuer Hilcorp Finance Company's senior unsecured
notes rating to Ba2 from Ba3. The outlook is stable.
"Notwithstanding the environment of weak oil and natural gas
prices, Hilcorp has consistently and profitably executed on its
growth strategy while maintaining one of the strongest balance
sheets among its high-yield E&P peers," commented Andrew Brooks,
Moody's Vice President. "The company's recent acquisition of
Alaskan North Slope assets proved once again to validate its
strategy of value creation through the acquisition and exploitation
of mature, legacy operating properties."
Upgrades:
Issuer: Hilcorp Energy I, L.P
Corporate Family Rating, Upgraded to Ba1 from Ba2
Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD
Senior Unsecured Regular Bond/Debentures, Upgraded to Ba2 (LGD 5)
from Ba3 (LGD 5)
Outlook Actions:
Outlook, Remains Stable
RATINGS RATIONALE
Hilcorp's Ba1 CFR reflects its record of strong production and
reserves growth, modest debt levels and the disciplined approach it
takes in adhering to its cost-focused operating strategy.
Supplementing asset sale proceeds as a source of acquisition
financing, absolute debt levels have tripled since 2013 to $2.0
billion at June 30, 2015, but remain modestly sized relative to
production and proved developed (PD) reserves at $13,900 and $4.57
per barrel of oil equivalent (Boe), respectively. Cash flow metrics
also have remained consistently strong evidenced by Hilcorp's 60%
retained cash flow (RCF) to debt and 13x interest coverage,
indicative of the company's cost-focused operating strategy and
disciplined hedging of production. Average daily production
increased 42% at June 30 over the first six months of 2014 to
157,400 Boe per day, with more than half the increase a function of
the November 18, 2014 closing of Hilcorp's Alaskan North Slope
acquisition. The company's total proved reserves at June 30, 2015
were 604 million Boe (50% crude oil, 71% PD). Acquisitions have
added geological diversification to Hilcorp's traditional
Texas-Louisiana Gulf Coast base of operations, such that 36% of
Hilcorp's proved reserves at June 30 were attributable to its
Alaskan properties.
Moody's expects that increased debt levels are unlikely to expand,
with the company adhering to the conservative use of debt in the
funding of its ongoing operations and future acquisitions that has
typically defined its strategy towards financial leverage. The Ba1
rating recognizes the high call on future cash flow of future
development costs, in the gross amount of $4.45 billion at December
31, of which asset retirement obligations are a sizeable component.
The singular control Mr. Jeffery Hildebrand wields over Hilcorp's
operations through his ownership of Hilcorp's general partner is
also reflected in the Ba1 CFR; however, Moody's notes that the
company has prospered under his control and leadership, while
maintaining a solid credit profile.
Moody's expects Hilcorp to remain in a good liquidity position
through 2016. At June 30, Hilcorp had cash and marketable
securities of $148 million, and $749 million of availability under
its $1.4 billion secured borrowing base revolving credit facility.
In April 2015, the scheduled maturity date of Hilcorp's revolver
was extended to April 2020, while its borrowing base was set at
$2.4 billion, indicating additional headroom above the facility's
current committed amount. With 2015's projected capital spending of
$700-$750 million, Moody's expects Hilcorp to generate neutral to
slightly positive free cash flow, and should not require
significant incremental utilization of its revolving credit
facility. The revolver has two maintenance financial covenants, a
minimum current ratio of 1.0x, and a maximum total debt to EBITDA
ratio of 4.25x, under both of which Hilcorp was fully compliant at
June 30. Given the relatively modest size of the revolver's
borrowing base compared to Hilcorp's $6.6 billion June 30 PV-10,
Hilcorp should have access to alternative sources of liquidity,
such as asset sales, if needed to further bolster its liquidity.
The Ba2 rating on its senior unsecured notes reflects their
subordinate position to Hilcorp's $1.4 billion secured borrowing
base revolving credit's priority claim to the company's assets. The
size of the senior secured claims relative to Hilcorp's outstanding
senior unsecured notes results in the notes being rated one notch
below the Ba1 CFR under Moody's Loss Given Default Methodology.
The stable outlook reflects Hilcorp's growing production through
its disciplined acquisition and low risk exploitation strategy, and
its modest debt leverage. A rating upgrade could be considered if
Hilcorp's production approaches 200,000 Boe per day on a consistent
basis while maintaining debt to average daily production in the
area of $15,000 per Boe and retained cash flow (RCF) to debt above
50%. Moody's would further expect that Hilcorp's growth strategy
not materially deviate from its historic focus on the acquisition
of mature, longer-lived assets whose potential avail themselves to
future exploitation upside. A downgrade is possible should Hilcorp
materially re-lever its capital structure to in excess of $20,000
per Boe of average daily production, should RCF to debt drop below
25% or should debt materially increase to fund a major acquisition
or dividends.
Hilcorp is a private limited partnership headquartered in Houston,
Texas. The company's primary producing assets are located in
Alaska, Texas, Louisiana and the Utica Shale.
HOVENSA LLC: Has Final OK to Pay $3.5-Mil. to Critical Vendors
--------------------------------------------------------------
The District Court of the Virgin Islands Bankruptcy Division of St.
Croix gave Hovensa LLC final authority to immediately pay
prepetition claims of certain critical vendors and suppliers
entitled to administrative priority.
The Debtor, after consultation with counsel to the Official
Committee of Unsecured Creditors, is authorized to pay Critical
Vendor Claims, provided that the payments must not exceed a total
of 2.5 million. The Debtor, after consultation with the counsel to
the Committee, is also authorized to pay priority claims entitled
to administrative priority under Section 503(b)(9) of the
Bankruptcy Code, provided that the payments must not exceed a total
of $1.0 million.
The Committee filed a limited objection to the Debtor's request for
authority to pay the prepetition claims of critical vendors, asking
the Court to direct the Debtor to demonstrate whether the immediate
payment of a given priority claim or vendor is appropriate. The
Committee said it is concerned that payments may be made to
potential insiders pursuant to the Interim and/or Final Orders.
Indeed, the Debtor has stated that it believes that amounts payable
to Current Workforce are also covered by the relief sought in the
Critical Vendor Motion, the Committee pointed out.
Hovensa L.L.C. is represented by:
Richard H. Dollison, Esq.
LAW OFFICES OF RICHARD H. DOLLISON, P.C.
48 Dronningens Gade, Suite 2C
St. Thomas, U.S. Virgin Islands 00802
Tel: (340) 774-7044
Fax: (340) 774-7045
-- and --
Lorenzo Marinuzzi, Esq.
Jennifer L. Marines, Esq.
Daniel J. Harris, Esq.
MORRISON & FOERSTER LLP
250 West 55th Street
New York, NY 10019
Tel: (212) 468-8000
Fax: (212) 468-7900
Email: lmarinuzzi@mofo.com
jmarines@mofo.com
dharris@mofo.com
Official Committee of Unsecured Creditors is represented by:
Mark W. Eckard, Esq.
HAMM ECKARD, LLP
5030 Anchor Way
Christiansted, VI 00824
Tel: (340) 773-6955
Email:meckard@hammeckard.com
-- and --
Sam J.A lberts, Esq.
DENTONS US LLP
1301 K Street, NW Suite 600, East Tower
Washington, DC 20005-3364
Tel: (202) 408-6400
Fax: (202) 408-6399
Email: sam.alberts@dentons.com
-- and --
Henry W. Sewell, Jr., Esq.
Alison Elko Franklin, Esq.
DENTONS US LLP
303Peachtree Street, Suite 5300
Atlanta, GA 30308
Tel: (404) 527-4000
Fax: (404) 527-4198
Email: henry.sewell@dentons.com
alison.franklin@dentons.com
About Hovensa
Hovensa, L.L.C., produces and markets refined petroleum products.
The Company offers gasoline, diesel, home heating oil, jet fuel,
kerosene, and residual fuel oil. Hovensa serves customers
throughout North America.
Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S.
Bankruptcy Court for the District of the Virgin Islands (Bankr. D.
V.I. Case No. 15-10003) on Sept. 15, 2015. The petition was signed
by Sloan Schoyer as authorized signatory. The Debtor has estimated
assets of $100 million to $500 million, and liabilities of more
than $1 billion.
Judge Mary F. Walrath is assigned to the case. The Law Offices of
Richard H. Dollison, P.C., serves as the Debtor's counsel. Prime
Clerk LLC is the Debtor's claims and noticing agent. Alvarez &
Marsal North America, LLC to provide Thomas E. Hill as chief
restructuring officer, effective Sept. 15, 2015 petition date.
The U.S. Trustee appointed five creditors to serve on the committee
of creditors holding unsecured claims.
HOVENSA LLC: Obtains Final Approval of $40-Mil. DIP Financing
-------------------------------------------------------------
The District Court of the Virgin Islands, Bankruptcy Division for
St. Croix, Virgin Islands, signed off a final order authorizing
Hovensa LLC to obtain $40 million in postpetition financing from
its owners,
Hess Oil Virgin Islands Corp. and PDVSA V.I.
To secure the DIP Obligations, the DIP Lenders are granted
continuing, valid, binding, enforceable, non-avoidable, and
automatically and properly perfected postpetition first-priority
security interests in and liens upon the Debtor's right, title,
and
interest in, to, and under all "property of the estate" including
all personal property and other assets.
The Official Committee of Unsecured Creditors filed a limited
objection, complaining that the Debtor failed to establish that the
proposed DIP Loan Agreement is fair, reasonable and necessary to
preserve the assets of the Estate and the proposed loan cannot
satisfy the rigorous scrutiny required of insider loans. The
Bankruptcy Court overruled the Committee's objection.
Official Committee of Unsecured Creditors is represented by:
Mark W. Eckard, Esq.
HAMM ECKARD, LLP
5030 Anchor Way
Christiansted, VI 00824
Tel: (340) 773-6955
Email:meckard@ hammeckard.com
-and -
Sam J.A lberts, Esq.
DENTONS US LLP
1301 K Street, NW Suite 600, East Tower
Washington, DC 20005-3364
Tel: (202) 408-6400
Fax: (202) 408-6399
Email: sam.alberts@dentons.com
-and-
Henry W. Sewell, Jr., Esq.
Alison Elko Franklin, Esq.
DENTONS US LLP
303Peachtree Street, Suite 5300
Atlanta, GA 30308
Tel: (404) 527-4000
Fax: (404) 527-4198
Email: henry.sewell@dentons.com
alison.franklin@dentons.com
About Hovensa
Hovensa, L.L.C., produces and markets refined petroleum products.
The Company offers gasoline, diesel, home heating oil, jet fuel,
kerosene, and residual fuel oil. Hovensa serves customers
throughout North America.
Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S.
Bankruptcy Court for the District of the Virgin Islands (Bankr. D.
V.I. Case No. 15-10003) on Sept. 15, 2015. The petition was signed
by Sloan Schoyer as authorized signatory. The Debtor has estimated
assets of $100 million to $500 million, and liabilities of more
than $1 billion.
Judge Mary F. Walrath is assigned to the case. The Law Offices of
Richard H. Dollison, P.C., serves as the Debtor's counsel. Prime
Clerk LLC is the Debtor's claims and noticing agent. Alvarez &
Marsal North America, LLC to provide Thomas E. Hill as chief
restructuring officer, effective Sept. 15, 2015 petition date.
The U.S. Trustee appointed five creditors to serve on the committee
of creditors holding unsecured claims.
HOWREY LLP: Order Disallowing Portion of McGrane's Fees Affirmed
----------------------------------------------------------------
William McGrane and his prior firm were attorneys of record for
creditors who filed a chapter 7 involuntary case against Howrey
LLP. After the case converted to a chapter 11 proceeding, the
Official Committee of Unsecured Creditors was formed and it
retained McGrane and his firm as co-counsel. The bankruptcy court
authorized the employment on January 6, 2012, retroactive to
December 2011. Less than ten months later, on September 26, 2012,
McGrane and MLLP withdrew as counsel for the Committee.
After withdrawing as counsel for the Committee, McGrane and MLLP
represented individual creditors who appeared in the case and
related matters. In response to a contested attorney's fees
petition, the bankruptcy court found that McGrane and MLLP had
acted adversely to the Committee on several occasions in violation
of professional ethics, including California Rules of Professional
Conduct. It reduced MLLP's fee allowance and ordered partial
disgorgement of fees previously paid on an interim basis for
services provided before the ethical lapses.
The bankruptcy court issued a detailed decision denying fees and
finding that McGrane and MLLP had violated the rules of
professional ethics and disallowed $46,325 of the $78,680 in fees
sought by McGrane and MLLP in their final fee petition, and ordered
disgorgement of $30,693 to the Trustee for fees already paid.
On appeal, Judge James Donato of the United States District Court
for the Northern District of California affirmed the decision of
the bankruptcy court.
The case is captioned WILLIAM McGRANE and McGRANE LLP, Appellants,
v. HOWREY, LLP and THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF
HOWREY, LLP, Appellees, CASE NO. 14-CV-05111-JD.
A full-text of the Order dated October 19, 2015 is available at
http://is.gd/LzYRBKfrom Leagle.com.
Appellants are represented by:
Jonathan R. Bass, Esq.
COBLENTZ PATCH DUFFY & BASS, LLP
One Montgomery Street, Suite 3000
San Francisco, CA, 94104
Phone: 415 391 4800
Email: jbass@coblentzlaw.com
Appellees are represented by:
Bradford Frost Englander, Esq.
WHITEFORD, TAYLOR AND PRESTON, LLP
3190 Fairview Park Drive
Suite 300
Falls Church, VA 22042-4510
Phone: 703.280.9081
Fax: 703.280.3370
Email: benglander@wtplaw.com
About Howrey LLP
Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Cal. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP. The filing
was in San Francisco, where the firm had an office. The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP. The firm at one time had more than 700 lawyers in 17
offices. The partners voted to dissolve in March 2011.
The firm specialized in antitrust and intellectual-property
matters. The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.
The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm. In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.
Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison. Representing Howrey is H. Jason Gold, Esq., a partner
at
Wiley Rein.
The Official Committee of Unsecured Creditors is represented in
the
case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.
In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee. The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.
He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd
Loden, Esq., at Diamond McCarthy LLP as counsel.
HUCKS ROAD INVESTMENTS I: Case Summary & 16 Unsecured Creditors
---------------------------------------------------------------
Debtor: Hucks Road Investments I, LLC
PO Box 2326
Cornelius, NC 28031
Case No.: 15-31698
Chapter 11 Petition Date: October 29, 2015
Court: United States Bankruptcy Court
Western District of North Carolina (Charlotte)
Judge: Hon. Laura T. Beyer
Debtor's Counsel: Travis W. Moon, Esq.
MOON WRIGHT & HOUSTON, PLLC
227 West Trade Street, Suite 1800
Charlotte, NC 28202
Tel: (704) 944-6565
Fax: 704-944-0380
Email: tmoon@mwhattorneys.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Phil M. Gandy, Jr., manager.
A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncwb15-31698.pdf
HUCKS ROAD INVESTMENTS II: Case Summary & 16 Unsecured Creditors
----------------------------------------------------------------
Debtor: Hucks Road Investments II, LLC
PO Box 2326
Cornelius, NC 28031
Case No.: 15-31699
Chapter 11 Petition Date: October 29, 2015
Court: United States Bankruptcy Court
Western District of North Carolina (Charlotte)
Judge: Hon. Laura T. Beyer
Debtor's Counsel: Travis W. Moon, Esq.
MOON WRIGHT & HOUSTON, PLLC
227 West Trade Street, Suite 1800
Charlotte, NC 28202
Tel: (704) 944-6565
Fax: 704-944-0380
Email: tmoon@mwhattorneys.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Phil M. Gandy, Jr., manager.
A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncwb15-31699.pdf
LEE STEEL: Unsecured Creditors to Get $400K from Lender
-------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Lee Steel Corporation, et al., asks the United
States Bankruptcy Court for the Eastern District of Michigan,
Southern Division, to approve settlement agreement entered with the
Debtors, and The Huntington National Bank.
Among other things, the Settlement Agreement provides that Lender
will pay $400,000 for the benefit of the Debtors' unsecured
creditors from the proceeds of the sale of the Debtors' assets,
which amount will be a carve-out from Lender's collateral. The
Debtors have sold substantially all of their assets and businesses,
and those sales have closed. The Lender has been paid the full
amount of its principal balance, less the $400,000 carve-out. In
addition to the principal balance, Lender has claims for
professional fees, costs, expenses, and default interest in the
amount of approximately $750,000 which remains outstanding.
The Settlement Agreement provides that a total of $250,000 of the
Lender's remaining claim will be carved out from Lender's
collateral for the benefit of Huron Consulting Group, LLC as a
success fee. The Lender will waive the remainder of its claim on
the effective date of the proposed plan.
The Settlement Agreement further provides that Debtors will
promptly seek court approval for the assignment to and derivative
standing of the Committee to pursue, in the Committee's discretion
pending confirmation of the proposed plan, all of Debtors' claims
and causes of action, the proceeds of which will first be used to
pay any unpaid allowed post-petition administrative claims.
The Debtors will then draft a plan of liquidation that will (a)
provide that all proceeds of the sales of the Debtors' assets,
cash, and other assets remaining in Debtors' estates will be used
to pay allowed administrative claims and the Debtors' and the
Committee's professional fees as approved by the Court, with the
remainder assigned to a liquidating trust; and (b) assign the
remaining claims and causes of actions from the Committee to a
liquidating trust. The assets of the liquidating trust will first
be used to pay any unpaid remaining allowed post-petition
administrative claims, which Debtors estimate should not exceed
$750,000.
In exchange, the Committee will release Lender and Debtors from all
claims and causes of action, and Lender and Debtors will release
the Committee from all claims and causes of action.
The Official Committee of Unsecured Creditors is represented by:
Scott A. Wolfson, Esq.
Anthony J. Kochis, Esq.
WOLFSON BOLTON PLLC
3150 Livernois, Suite 275
Troy, MI 48083
Tel: (248) 247-7105
Facsimile: (248) 247-7099
E-Mail: akochis@wolfsonbolton.com
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.
LEHMAN BROTHERS: Court Allows $49.4MM Claim of Former Traders
-------------------------------------------------------------
On September 20, 2008, five days after Lehman Brothers filed for
chapter 11 protection, the Court approved Lehman's sale of the bulk
of its North American operations to Barclays Capital Inc. gained.
As was widely recognized at the time, the most compelling human
dimension of the sale was the commitment by Barclays to employ
thousands of former Lehman employees. A key component of Barclays'
obligations to these transferred employees was the payment of bonus
compensation on account of their prior employment by Lehman.
Before the United States Bankruptcy Court for the Southern District
of New York is the question whether four former Lehman employees
are entitled to receive payment from the Lehman Brothers estate on
account of their claims for bonuses, even though they received
substantial sums from Barclays.
The Trustee, James W. Giddens, maintains that the four employees
are seeking to be paid twice and their claims must be disallowed to
the extent of the sums they received from Barclays; the claimants
disagree, insisting they seek no more than what they earned and are
owed.
Prior to the initiation of the proceeding, on September 19, 2008,
Claimants Hoffman, Judkins, Hajdukiewicz, and Chambers were
employed at LBI. Each of the Claimants accepted employment with
Barclays. During their employment at LBI, each of the Claimants
worked pursuant to a written employment agreement that called for
various forms of compensation, including non-discretionary bonuses.
The entirety of the claims is for non-discretionary bonuses in
respect of LBI's fiscal years 2007 and/or 2008. The bonuses were
owed in accordance with the terms of the Claimants' respective
written employment agreements with LBI and were not paid by LBI.
The Trustee's Amended Objection sought the disallowance or
reduction of each of the Claims.
U.S. Bankruptcy Judge Shelley C. Chapman granted in part and denied
in part the Trustee's Amended Objection to the claims filed by the
former employees.
Specifically, Judge Chapman ruled that the Claims will be resolved
as follows:
* The Hoffman Claim will be allowed in the amount of $7,712,500,
of which $10,950 will be allowed as a section 507(a)(4) priority
claim, with the remainder allowed as a general unsecured claim;
* The Chambers Claim will be allowed in the amount of
$40,740,922, of which $10,950 will be allowed as a section
507(a)(4) priority claim, with the remainder allowed as a general
unsecured claim;
* The Judkins Claim will be disallowed in its entirety and
expunged from the claims register; and
* The Hajdukiewicz Claim will be allowed in the amount of
$994,160, of which $10,950 will be allowed as a section 507(a)(4)
priority claim, with the remainder allowed as a general unsecured
claim.
The case is captioned In re LEHMAN BROTHERS INC., Chapter 11,
Debtor, Case No. 08-01420 (SCC)(Bankr. S.D.N.Y.).
A full-text of the Post-Trial Memorandum Decision dated October 8,
2015 is available at http://is.gd/k4cdyffrom Leagle.com.
James W. Giddens, as Trustee for the SIPA Liquidation of Lehman
Brothers Inc., Trustee, represented by Darren Elliot Bernstein,
Esq., Robert W. Brundige Jr., Esq. --
bob.brundige@hugheshubbard.com -- HUGHES HUBBARD & REED LLP,
Jeffrey R. Coleman, Esq. -- HUGHES HUBBARD & REED LLP, James C.
Fitzpatrick, Esq. -- james.fitzpatrick@hugheshubbard.com -- HUGHES
HUBBARD & REED LLP, Savvas Antonios Foukas, Esq. –
savvas.foukas@hugheshubbard.com -- HUGHES HUBBARD & REED LLP, Anson
B. Frelinghuysen, Esq. – anson.frelinghuysen@hugheshubbard.com
-- HUGHES HUBBARD & REED LLP, Jennifer Hwang, Christopher K.
Kiplok, Esq. – christopher.kiplok@hugheshubbard.com -- HUGHES
HUBBARD & REED LLP, Kenneth E. Lee, Esq. -- klee@levinelee.com --
LEVINE LEE LLP, Sarah K. Loomis Cave, Esq. –
sarah.cave@hugheshubbard.com -- HUGHES HUBBARD & REED LLP, William
R. Maguire, Esq. – william.maguire@hugheshubbard.com -- HUGHES
HUBBARD & REED LLP, Jeffrey S. Margolin, Esq.
–-jeffrey.margolin@hugheshubbard.com -- HUGHES HUBBARD & REED
LLP, Richard G. Menaker, Esq. -- rmenaker@mhjur.com -- MENAKER &
HERRMANN, LLP, Rebecca Northey, Esq. –- rnorthey@mhjur.com --
MENAKER & HERRMANN, LLP, Neil J. Oxford, Esq. –
neil.oxford@hugheshubbard.com -- HUGHES HUBBARD & REED LLP, Michael
E. Salzman, Esq. – michael.salzman@hugheshubbard.com -- HUGHES
HUBBARD & REED LLP, Eleni D. Theodosiou-Pisanelli, Esq. –
eleni.theodosiou@hugheshubbard.com -- HUGHES HUBBARD & REED LLP.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
As of Oct. 2, 2014, Lehman's total distributions to unsecured
creditors have amounted to $92.0 billion. As of Sept. 30, 2014,
the brokerage trustee has substantially completed customer claims
distributions, distributing more than $106 billion to 111,000
customers.
LEHMAN BROTHERS: Denial of Former Workers' Arbitration Bid Affirmed
-------------------------------------------------------------------
More than 300 former Shearson Lehman Brothers, Inc. employees who
participated in an Executive and Select Employees Deferred
Compensation Plan established by Shearson filed an appeal from the
United States Bankruptcy Court for the Southern District of New
York's order denying their motion to compel arbitration.
In 1985, the former employees signed the Executive and Select
Employees Deferred Compensation Agreement agreeing to defer
portions of their compensation in exchange for retirement benefits
paid by Shearson under the ESEP upon Claimants' retirement. The
former employees' suit arises from the SIPA Trustee's attempt to
enforce the subordination provision of the ESEP Agreement against
the former employees' claim for recovery of deferred compensation
payments allegedly due to them.
The Bankruptcy Court denied the motion to compel arbitration,
addressing the "federal policy favoring arbitration" established by
the Federal Arbitration Act but explained that this policy is
subject to override by contrary congressional command. The
Bankruptcy Court also identified the two-part test for determining
when a Bankruptcy Court has the discretion to decline to compel
arbitration: (1) whether the proceeding is considered a core or
non-core bankruptcy proceeding, and (2) if the court finds the
proceeding is considered a core bankruptcy proceeding, whether the
arbitration "would seriously jeopardize the objectives of the
bankruptcy code such that there is an inherent conflict between
arbitration and the code."
Judge Edgardo Ramos of the United States District Court for the
Eastern District of New York affirmed the Bankruptcy Court's Order,
holding that the Bankruptcy Court applied the correct legal test
and made the necessary findings concerning conflict.
The case is 344 INDIVIDUALS, Identified in the Notices of
Appearance at Bankruptcy Court ECF Dkt. Nos. 8234, 8905 and 9459,
Appellants, v. JAMES W. GIDDENS, as Trustee for the SIPA
Liquidation of Lehman Brothers Inc., Appellee, relating to
captioned In re: LEHMAN BROTHERS HOLDINGS, INC., Debtors
(E.D.N.Y.).
A full-text copy of the Opinion and Order dated September 30, 2015
is available at http://is.gd/J0ZBqwfrom Leagle.com.
344 Individuals, Appellant, represented by:
Richard J.J. Scarola, Esq.
SCAROLA MALONE & ZUBATOV LLP
1700 Broadway
41st Floor
New York, NY 10019
Phone: (212)757-0469
Fax: (212) 757-0007
Email: rick.scarola@smzllp.com
James W. Giddens, Appellee, represented by James Charles
Fitzpatrick, Esq. -- james.fitzpatrick@hugheshubbard.com -- HUGHES
HUBBARD & REED LLP, Jeffrey Steven Margolin, Esq. --
jeffrey.margolin@hugheshubbard.com -- HUGHES HUBBARD & REED LLP,
James Benedict Kobak, Jr, Esq. – james.kobak@hugheshubbard.com --
HUGHES HUBBARD & REED LLP.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
As of Oct. 2, 2014, Lehman's total distributions to unsecured
creditors have amounted to $92.0 billion. As of Sept. 30, 2014,
the brokerage trustee has substantially completed customer claims
distributions, distributing more than $106 billion to 111,000
customers.
LENNAR CORP: Moody's Assigns Ba2 Rating to Sr. Unsecured Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Lennar
Corporation's proposed new $350 million of eight-year senior
unsecured notes, proceeds of which will be used for general
corporate purposes, which may include debt repayment. Lennar's Ba2
Corporate Family Rating, Ba2-PD Probability of Default, Ba2 rating
on the company's existing issues of senior unsecured and
convertible senior notes, and speculative grade liquidity rating of
SGL-1 are unchanged. The rating outlook is stable.
The stable outlook reflects our expectation that Lennar's adjusted
debt leverage will trend towards that of a Ba2-rated homebuilder
within the next 12 to 18 months.
The following rating actions were taken:
Proposed new $350 million of senior unsecured notes due 2023,
assigned Ba2, LGD4;
Corporate Family Rating, unchanged at Ba2;
Probability of Default, unchanged at Ba2-PD;
Existing senior unsecured notes, unchanged at Ba2, LGD4;
Existing convertible senior notes, unchanged at Ba2, LGD4;
Existing senior unsecured shelf registrations, unchanged at
(P)Ba2;
Speculative grade liquidity assessment, unchanged at SGL-1;
Ratings outlook is stable.
RATINGS RATIONALE
The Ba2 corporate family rating reflects the company's
industry-leading gross margins within its homebuilding peer group;
its exceptionally strong earnings performance; the near elimination
of its formerly outsized recourse joint venture debt exposure; the
substantial tangible equity base; and its ability to generate
healthy order and backlog growth even when the macro statistics
might suggest otherwise. In addition, the company has successfully
managed its investments in new asset classes that are different
from, albeit related to, more traditional homebuilding activities.
At the same time, Lennar's ratings incorporate an adjusted
pro-forma homebuilding debt leverage of approximately 52% as of
August 31, 2015 that is elevated for a Ba2; the moderately long
land position; and its high proportion of speculative construction.
In addition, Lennar's propensity to invest in different asset
classes and structures compared to more traditional homebuilders
adds an element of further risk to the company's credit profile.
While these investments can and do generate solid returns and cash,
especially during growth periods, they can also result in sizable
write downs, considerable use of management time, and cash drains,
as the joint venture operations did during the recent downturn,
although these investments do not currently have much in the way of
recourse debt.
Lennar's liquidity is supported by its $596 million of unrestricted
homebuilding cash at Aug 31, 2015; by its expected generation of
modestly positive cash flow from operations; by its $107 million of
unrestricted cash at Rialto; by the availability of about $0.8
billion under its $1.3 billion committed senior unsecured revolving
credit facility due in June 2019 (that had $575 million drawn at
Aug 31, 2015), and substantial headroom under its financial
maintenance covenants. The revolving credit facility requires the
company to maintain compliance, as of August 31, 2015, with minimum
tangible net worth of $2.5 billion, maximum net debt leverage of
65.0%, and either a minimum 1.0x liquidity coverage of last 12
months interest incurred or a trailing 12 months interest coverage
of 1.5x. Actual results under the covenant in that time period were
$4.3 billion of tangible net worth, 49.9% for net debt leverage,
and 2.16x for the liquidity test.
The ratings could benefit if the company continues to generate
positive and growing net income, resumes growing its free cash flow
on a consistent basis, continues to strengthen its liquidity, and,
most importantly, drives its adjusted debt leverage nicely below
the 45% level. In addition, Moody's would need to feel confident
that Lennar remained committed to its "soft pivot" land strategy
and would handle any investment in a brand new asset class or risky
venture with financial discipline.
The outlook and/or ratings could come under pressure if the
economic backdrop suddenly and significantly takes a turn for the
worse; the company begins generating negative net income;
impairments were again to rise materially; the company were to
experience even sharper-than-expected reductions in its trailing
12-month free cash flow generation; and/or adjusted debt leverage
were to exceed 55% on a sustained basis.
Founded in 1954 and headquartered in Miami, Florida, Lennar
Corporation ("Lennar") is one of the country's largest
homebuilders. The company operates in 17 states and specializes in
the sale of single-family homes for first-time, move-up, and active
adult buyers under the Lennar brand name. Lennar's Financial
Services segment provides mortgage financing, title insurance and
closing services for both buyers of the company's homes and others.
Lennar's Rialto segment is a vertically integrated asset management
platform focused on investing throughout the commercial real estate
capital structure. Lennar's Multifamily segment is a national
developer of multifamily rental properties. Total homebuilding
revenues for the twelve months ending Aug 31, 2015, were
approximately $8.1 billion, and consolidated pretax income,
including those of its Rialto, Multi-family, and Financial Services
segments, was $1.2 billion.
LENNAR CORP: S&P Assigns 'BB' Rating on New $350MM Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB' issue-level rating to Miami-based homebuilder Lennar Corp.'s
proposed $350 million senior unsecured notes due 2023. The '3'
recovery rating indicates S&P's expectation for meaningful
recovery, at the upper half of the 50% to 70% range, in the event
of default.
Lennar will use proceeds for general corporate purposes, which may
include the redemption or settlement of its 2.75% convertible
senior notes due 2020 in full or in part or the redemption or
repayment of its other debt, including amounts outstanding under
its unsecured revolving credit facility. S&P's corporate credit
rating on Lennar reflects S&P's view of the company's business risk
as "fair" and its financial risk as "significant," as defined in
S&P's criteria. Lennar is one of the largest companies in the
cyclical, albeit recovering, homebuilding industry. S&P expects
leverage to be below 3.5x by the end of 2015.
Ratings List
Lennar Corp.
Corporate Credit Rating BB/Stable/--
New Rating
Lennar Corp.
$350 mil sr unsecd nts due 2023 BB
Recovery Rating 3H
LEVEL 3 FINANCING: Moody's Assigns B1 Rating to Sr. Unsecured Notes
-------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Level 3
Financing, Inc.'s (Financing) new $500 million senior unsecured
notes issue. Financing is a wholly-owned subsidiary of Level 3
Communications, Inc. (Level 3), a publicly traded holding company
that guarantees Financing's notes and, as the senior most company
at which Moody's maintains ratings, is the entity at which Moody's
maintains corporate level ratings. Level 3's Ba3 corporate family
rating (CFR) and Ba3-PD probability of default rating (PDR) remain
unchanged, as does its SGL-2 speculative grade liquidity rating
(good liquidity). The ratings outlook remains stable.
Proceeds from the new issue, with cash on hand, will be used to
repay a like amount of the Financing's B1-rated senior unsecured
8.625% notes which mature July 2020. While the refinancing
transaction is credit positive because it extends the maturity to
January 2024 and reduces interest expense, the transaction is
ratings neutral because Level 3's debt and debt debt structure
remains unchanged. Accordingly, the new notes are rated at the same
B1 rating level as the notes they replace.
The following summarizes today's rating actions and Level 3's
ratings:
Assignments:
Issuer: Level 3 Financing, Inc.
Senior Unsecured Bond/Debenture, assigned B1 (LGD5)
RATINGS RATIONALE
Level 3's Ba3 CFR is based on the company's solidifying business
and financial profiles as it integrates the former tw telecom,
inc., with Moody's anticipating continued margin improvement as
synergies are realized, and as higher margin Internet
Protocol-based services replace legacy services. With the margin
improvement, Moody's anticipates leverage of Debt-to-EBITDA
approaching 4x in 2016, with Free Cash Flow-to-Debt approaching 6%.
The rating is constrained by a lack of forwards earnings
visibility, off-market liquidity arrangements, and expectations
that the company's growth strategy will continue to feature
acquisitions and their attendant execution risks.
Rating Outlook
The outlook is stable based on expectations of a stable business
platform and leverage of Debt-to-EBITDA trending towards 4x through
2016 (5.1x at 30June15).
What Could Change the Rating -- Up
Level 3's CFR could be upgraded if Moody's expected:
Continued solid operating performance and margin expansion
Solid liquidity arrangements
Leverage of Debt-to-EBITDA approaching 3.5x on a sustainable basis
(5.1x at 30June15)
Free Cash Flow-to-Debt approaching 10% on a sustainable basis (2.9%
at 30June15)
What Could Change the Rating -- Down
Level 3's CFR could be downgraded if Moody's expected:
Debt-to-EBITDA sustained above 4.5x (5.1x at 30June15)
Free Cash Flow-to-Debt sustained below 5% (2.9% at 30June15)
Deteriorating business performance including elevated churn and
integration set-backs
Weaker liquidity arrangements
Corporate Profile
Headquartered in Broomfield, Colorado, Level 3 Communications, Inc.
(Level 3) is a publicly traded international communications company
with one of the world's largest long-haul communications and
optical Internet backbones. Level 3's 2016 revenue is expected to
be approximately $8.2 billion and annual (Moody's adjusted) EBITDA
to be $2.7 billion.
LEVEL 3 FINANCING: S&P Assigns B Rating on New $500MM Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '6' recovery rating to Broomfield, Colo.-based
telecommunications provider Level 3 Communications Inc.'s proposed
$500 million aggregate senior unsecured notes due 2024. The '6'
recovery rating reflects S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default. The notes will be
issued out of wholly-owned subsidiary Level 3 Financing Inc. and
proceeds will be used to redeem a portion of the company's existing
of 8.625% senior notes due 2020.
S&P's 'BB-' corporate credit rating and stable outlook on Level 3
remain unchanged. The proposed transaction will not have an impact
on key credit measures, including adjusted leverage, which S&P
expects to be in the low-4x area in 2015, modestly lower than the
4.3x as of the third quarter 2015, and funds from operations to
debt to be in the 17%-19% range. S&P expects a modest improvement
in free operating cash flow because of lower interest expense from
the debt refinancing.
RATINGS LIST
Level 3 Communications Inc.
Corporate Credit Rating BB-/Stable/--
New Rating
Level 3 Financing Inc.
$500 mil. aggregate notes due 2024
Senior Unsecured B
Recovery Rating 6
LIFE PARTNERS: Ch. 11 Trustee Taps Predictive Resources as Actuary
------------------------------------------------------------------
H. Thomas Moran II, as Chapter 11 trustee for Life Partners
Holdings, Inc., et al., asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission to employ Predictive
Resources, LLC, as actuary.
Predictive will, among other things:
(a) assist in developing cash flow projections for LPI's life
settlement portfolio;
(b) develop the model(s) necessary to project future cash flows
for LPI's life settlement portfolio;
(c) provide life settlement policy valuation services and
financial forecasting, and
(d) estimate future premium payments and mortality curves
associated with the life settlement policies contained in LPI's
life settlement portfolio.
The hourly rates of Predictive's personnel are:
Employee/Service Hourly Rate
---------------- -----------
Vincent J. Granieri $300
Gregory P. Heck $190
Ryan N. Nelsestuen $190
Contract Underwriting Services $175
Contract Analytical Services $150
Contract Administrative Services $90
To the best of the trustee's knowedge, Predictive is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
No hearing will be conducted on the motion unless a written
response is filed with the Clerk of the Court by Nov. 13, 2015.
About Life Partners
Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is the parent company engaged in the
secondary market for life insurance, commonly called "life
settlements." Since its incorporation in 1991, Life Partners,
Inc., has completed over 162,000 transactions for its worldwide
client base of over 30,000 high net worth individuals and
institutions in connection with the purchase of over 6,500 policies
totaling over $3.2 billion in face value.
LPHI is a publicly traded company incorporated in Texas and its
common stock has been delisted from the NASDAQ (formerly trading
under the symbol LPHI).
Life Partners Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20,
2015.
The case is assigned to Judge Russell F. Nelms. J. Robert Forshey,
Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor.
LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities
as of the Chapter 11 filing.
The official committee of unsecured creditors formed in the case
tapped Munsch Hardt Kopf & Harr, P.C., as counsel.
Tracy A. Bolt of BDO USA, LLP, was named as examiner for the
Debtor's case. At the behest of the U.S. Securities and Exchange
Commission, the U.S. Trustee, and the Creditors Committee, the
Court ordered the appointment of a Chapter 11 trustee. On March
13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in
LPHI's case. The trustee is represented by Thompson & Knight LLP.
The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).
Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt. LPI Financial estimated
less than $50,000.
LIFE PARTNERS: Parties Agreed to Abate Rule 9006 Proceedings
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Life Partners Holdings, Inc., et al., and H. Thomas Moran
II, as Chapter 11 trustee of LPHI, and as sole director of LPI and
LPIFS, filed with the U.S. Bankruptcy Court for the Western
District of Texas an agreed motion to temporarily abate proceedings
on Rule 9006 motions with respect to claims bar date until Dec. 1,
2015.
The Committee has conferred with the 9006 movants, and understands
that all of the 9006 movants have consented to the relief requested
in the motion.
The Trustee and the Committee have engaged in discussions, seeking
to formulate a process by which the 9006 motions, and any other
potential motions for similar relief that may be filed in the
Bankruptcy Cases, can be resolved in an equitable, consistent and
efficient manner, without the need for repetitive motions,
objections, hearings and potentially other proceedings that would
otherwise be implicated by the individual contested matters. The
Trustee and Committee intend to incorporate such proposed process
into their prospective Chapter 11 Plan to reorganize the Debtors
and their estates. The abatement will allow the 9006 movants (and
the Court) to review the proposed Plan process and evaluate whether
it adequately resolves their 9006 motions, the Chapter 11 Trustee
and the Committee tell the Court.
After Dec. 1, any 9006 movant is free to seek a hearing to consider
its 9006 motion.
On Oct. 20, the Amicus Curiae Fractional Interest Owners of Life
Settlement Policies, filed an amended motion to enlarge time to
file certain proofs of claim. The Amicus Committee seeks an
extension of time to file proofs of claim for certain of its
members, including the members listed below, pursuant to Bankruptcy
Rule 9006, and have the claims deemed timely filed as informal
proofs of claim.
On Oct. 14, the Amicus Committee sought an extension of time to
file proofs of claim for certain of its members. The Amicus
Committee asserts that that the fractional interests sold by LPI
are property interests owned and held by the fractional interest
holders, and that a current holder of a fractional interest would
not need to assert a proof of claim against LPI for its current
interest.
The Amicus Committee is represented by:
Kevin Willey, Sr., Esq.
THE WILEY LAW GROUP, PLLC
325 N. Paul Street, Suite 2750
Dallas, TX 75201
Tel: (469) 484-0516
Fax: (214) 484-5004
E-mail: Kevin.WileySr@tx.rr.com
About Life Partners
Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is the parent company engaged in the
secondary market for life insurance, commonly called "life
settlements." Since its incorporation in 1991, Life Partners,
Inc., has completed over 162,000 transactions for its worldwide
client base of over 30,000 high net worth individuals and
institutions in connection with the purchase of over 6,500 policies
totaling over $3.2 billion in face value.
LPHI is a publicly traded company incorporated in Texas and its
common stock has been delisted from the NASDAQ (formerly trading
under the symbol LPHI).
Life Partners Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20,
2015.
The case is assigned to Judge Russell F. Nelms. J. Robert Forshey,
Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor.
LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities
as of the Chapter 11 filing.
The official committee of unsecured creditors formed in the case
tapped Munsch Hardt Kopf & Harr, P.C., as counsel.
Tracy A. Bolt of BDO USA, LLP, was named as examiner for the
Debtor's case. At the behest of the U.S. Securities and Exchange
Commission, the U.S. Trustee, and the Creditors Committee, the
Court ordered the appointment of a Chapter 11 trustee. On March
13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in
LPHI's case. The trustee is represented by Thompson & Knight LLP.
The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).
Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt. LPI Financial estimated
less than $50,000.
LIME ENERGY: May Issue 1 Million Shares Under 2008 LTIP
-------------------------------------------------------
Lime Energy Co. filed a Form Form S-8 registration statement with
the Securities and Exchange Commission for the purpose of
registering an additional 1,000,000 shares of common stock, $0.0001
par value, of Lime Energy Co. that may be offered pursuant to the
Company's 2008 Long-Term Incentive Plan. A copy of the Form S-8
prospectus is available at:
http://is.gd/x0UbFw
About Lime Energy
Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com/-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals. The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation. The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.
Lime Energy reported a net loss available to common stockholders of
$5.6 million in 2014, a net loss available to common stockholders
of $18.5 million in 2013 and a net loss of $31.8 million in 2012.
As of June 30, 2015, the Company had $56.0 million in total assets,
$40.6 million in total liabilities, $10.03 million in contingently
redeemable series C preferred stock, and $5.30 million in total
stockholders' equity.
LIQUIDMETAL TECHNOLOGIES: Visser Precision Owns 6.9% CL-A Shares
----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Barney D. Visser, Furniture Row, LLC and Visser
Precision Cast, LLC disclosed that as of Oct. 28, 2015, they
beneficially own 34,069,824 shares of Class A Common Stock of
Liquidmetal Technologies, Inc., representing 6.9 percent of the
shares outstanding. A copy of the regulatory filing is available
for free at http://is.gd/OyBnji
About Liquidmetal Technologies
Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries. The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.
Liquidmetal Technologies reported a net loss and comprehensive loss
of of $6.55 million on $603,000 of total revenues for the year
ended Dec. 31, 2014, compared to a net loss and comprehensive loss
of $14.2 million on $1.02 million of total revenue in 2013.
As of June 30, 2015, the Company had $9.5 million in total assets,
$3.9 million in total liabilities and $5.5 million in total
stockholders' equity.
SingerLewak LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company has suffered recurring losses from
operations, has negative cash flows from operations and has an
accumulated deficit. This raises substantial doubt about the
Company's ability to continue as a going concern.
LOGAN'S ROADHOUSE: S&P Raises CCR to 'CCC+', Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Logan's Roadhouse Inc. to 'CCC+' from 'SD'. The outlook
is negative.
At the same time, S&P raised the issue-level rating on the
company's remaining senior secured notes due 2017 to 'CCC+' from
'D'. The recovery rating on the notes remains '4', reflecting
S&P's expectation of average recovery in the event of a bankruptcy
or payment default, at the higher end of the 30% to 50% range.
S&P also assigned 'CCC+' issue-level ratings to the company’s new
series 2015-1and series 2015-2 notes due 2017. The recovery rating
on these notes is '4', indicating S&P's expectation of average
recovery at the higher end of the 30% to 50% range.
"The rating action follows our review of Logan's capital structure
and its liquidity position after the company's partial bond
exchange of its $355 million senior secured notes due 2017. The
transaction reduces the company’s cash interest expense
requirement by roughly $18.5 million per year," said credit analyst
Samantha Stone. "The negative outlook reflects improved, but still
thin liquidity, refinancing risk in 2017, and still-weak operating
trends that we believe could continue in 2016. We believe the
capital structure is unsustainable if operations do not
meaningfully improve over the next 12 months."
The negative outlook reflects S&P's belief that the capital
structure is unsustainable given its expectation for operating
performance declines that could persist into 2016. In S&P's view,
the company may not have sufficient liquidity to meet its debt
obligations if profit trends continue to decline.
S&P could lower its ratings if it believes a default is inevitable
within the next six months. This could occur if continuous
operating performance erosion is worse than S&P's base-case
assumptions, causing further erosion in liquidity leading the
company to seek a restructuring of its capital structure.
A positive rating action would be predicated on a substantial
improvement in operating performance from its turnaround
initiatives for positive sustainable same-store sales and traffic
trends, such that the company generates positive free cash flow and
maintains sufficient liquidity to meet debt obligations and
operating needs, while improving EBITDA interest coverage and
lowering debt leverage.
LPL HOLDINGS: Moody's Cuts Corporate Family Rating to Ba3
---------------------------------------------------------
Moody's Investors Service downgraded LPL Holdings, Inc.'s (LPL)
corporate family and senior secured bank credit facility ratings to
Ba3 from Ba2, following the company's announcement that it has
repositioned its capital plan to maximize shareholder returns, and
plans to increase debt to fund $500 million in share repurchases.
The rating outlook is stable.
RATINGS RATIONALE
Moody's said the downgrade reflects LPL's increased appetite for
shareholder-friendly actions. Increased leverage presents increased
credit risk, said Moody's, and LPL intends to increase its existing
credit facilities by up to $700 million, and use most of the
proceeds to fund share repurchases and repay its revolving credit
facility balance ($150 million at September 2015).
Moody's said LPL's revised capital plan would increase leverage to
4.9x pro-forma debt/trailing 12-month EBITDA (adjusted to
capitalize operating leases) at September 2015, compared with 3.8x
without the incremental debt. Moody's added that although LPL
stands to benefit from increased interest rates (via increased
returns from investors' cash holdings) and potentially from
improved cost control, these benefits would most likely be
distributed to shareholders, thus limiting their usefulness to
creditors.
Moody's said the stable outlook considers LPL's franchise strength
and its relatively stable and predictable margins compared with
many similarly rated issuers.
What Could Change the Rating - Up
Moody's does not anticipate upward rating pressure developing in
the short-term, due to the company's shift to a more
shareholder-friendly stance. In the longer-term, a change in
corporate behavior towards improved debt leverage would result in
upward rating pressure.
What Could Change the Rating - Down
Another transition in capital plan that significantly worsened debt
leverage (for example, via further borrowing to fund share
repurchases or M&A activities) could result in a downgrade. A
significant failure in technology, cost control or regulatory
compliance would also give rise to downward rating pressure.
METHANEX CORP: S&P Lowers Rating on Sr. Unsecured Debt to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Vancouver-based Methanex Corp. to negative from stable. At the
same time, Standard & Poor's affirmed its 'BBB-' long-term
corporate credit rating on the company. Standard & Poor's also
lowered its issue-level rating on Methanex's senior unsecured debt
to 'BB+' from 'BBB-', one notch below the corporate credit rating.
"The outlook revision reflects our view that Methanex's credit
measures could remain below our expectations for the rating due to
weakening methanol prices," said Standard & Poor's credit analyst
David Fisher.
"We have lowered our average realized price assumption for Methanex
to between US$300-US$330 per metric ton of methanol in 2015 and
2016 from US$400 previously. We base the realized price revision
on our view that methanol prices, which have fallen meaningfully in
recent months, will not significantly improve in the near term due
to competition from alternative commodities (such as oil) combined
with increasing methanol supply. Methanol production is rising due
to improved competitiveness of Chinese methanol producers, who are
benefitting from lower prices for coal (the primary feedstock for
China-based methanol production) combined with capacity expansion
projects in North America that are commencing production. Notably,
Methanex's 1.0 million-metric-ton Geismar, La. facility and
Celanese's 1.3 million-metric-ton Clear Lake, Texas facility are
both expected to commence operations in fourth-quarter 2015," S&P
said.
S&P lowered the rating on Methanex's senior unsecured debt to 'BB+'
because priority claims, as calculated in accordance with S&P's
notching criteria for investment-grade issuers, continue to exceed
20% of Methanex's adjusted assets, which is S&P's threshold for
notching. Priority claims remain around 30% of Methanex's adjusted
asset base. Methanex has a fleet of ocean vessels that are
contracted under operating leases. Under S&P's notching criteria,
it treats these leases as priority claims.
S&P's view of Methanex's business risk profile as "satisfactory"
reflects what S&P views as the company's solid market position as
the largest methanol producer in the world.
Methanol is a commodity chemical that is primarily produced from
natural gas and has traditionally been used in chemical
applications. However, it is increasingly being used as an oil
substitute in transportation fuel applications or as a feedstock
for olefins production. S&P expects these emerging applications to
support favorable methanol demand growth. However, S&P notes that
this could be constrained if oil prices remain low for an extended
time period or if North America-based olefin cracker expansion
projects (which use ethane from natural gas) erode the economics of
producing olefins from methanol.
The negative outlook reflects S&P's view that Methanex's
weighted-average cash flow and leverage metrics could remain below
the levels needed to support the 'BBB-' rating, if the prevailing
low cyclical methanol prices persist beyond 2016.
S&P could lower the ratings on Methanex if S&P believes methanol
prices are unlikely to strengthen to midcycle levels (in 2017 and
beyond) that are supportive of the current rating. Specifically,
S&P would likely remove the CRA modifier in the next 18-24 months
if it believed five-year, weighted-average adjusted debt-to-EBITDA
was likely to exceed 3.5x for a sustained period of time and
FFO-to-debt was likely to remain weaker than 25%.
S&P could revise the outlook to stable, maintaining the application
of the positive CRA modifier, if the company's profitability and
cash flow generation improve such that S&P believes that Methanex
can maintain adjusted debt-to-EBITDA below 3.5x and FFO-to-debt of
more than 25% on a sustained basis.
MF GLOBAL: Investors Ask High Court to Review Equal Fault Defense
-----------------------------------------------------------------
Alex Wolf at Bankruptcy Law360 reported that a group of former MF
Global Inc. customers has asked the U.S. Supreme Court to review
its claims against PricewaterhouseCoopers LLP of failing to
properly audit the brokerage firm before it spiraled into
bankruptcy in 2011, saying PwC's equal fault defense should have
been rejected by the lower courts.
The petition comes after the Second Circuit rejected the customers'
appeal in May, saying the MF Global investors could not sue PwC on
behalf of the brokerage due to the legal principle in pari
delicto.
About MF Global
New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world. The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York. MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.
On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA
Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case
Nos. 11-15059 and 11-5058), after a planned sale to Interactive
Brokers Group collapsed. As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.
On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases. At the behest of the
Statutory Creditor's Committee, the Court directed the U.S. Trustee
to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy
Court entered an order approving the appointment of Louis J. Freeh,
Esq., of Freeh Group International Solutions, LLC, as Chapter 11
trustee.
On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions
(Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On
Dec. 27, the Court entered an order installing Mr. Freeh as Chapter
11 Trustee of the New Debtors.
On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.
Judge Honorable Martin Glenn presides over the Chapter 11 case. J.
Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as
bankruptcy counsel. The Garden City Group, Inc., serves as claims
and noticing agent. The petition was signed by Bradley I. Abelow,
Executive Vice President and Chief Executive Officer of MF Global
Finance USA Inc.
The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.
The Official Committee of Unsecured Creditors has retained Capstone
Advisory Group LLC as financial advisor, while lawyers at Proskauer
Rose LLP serve as counsel.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of Goldman
Sachs Group Inc., stepped down as chairman and chief executive
officer of MF Global just days after the bankruptcy filing.
In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets. Bloomberg News reported that the
court-approved disclosure statement initially told creditors with
$1.134 billion in unsecured claims against the parent holding
company why they could expect a recovery of 13.4% to 39.1% from the
plan. As a consequence of a settlement with JPMorgan, supplemental
materials informed unsecured creditors their recovery was reduced
to the range of 11.4% to 34.4%. Bank lenders will have the same
recovery on their $1.174 billion claim against the holding company.
As a consequence of the settlement, the predicted recovery became
18% to 41.5% for holders of $1.19 billion in unsecured claims
against the finance subsidiary, one of the companies under the
umbrella of the holding company trustee. Previously, the predicted
recovery was 14.7% to 34% on bank lenders' claims against the
finance subsidiary.
MGM RESORTS: Reports Third Quarter Financial Results
----------------------------------------------------
MGM Resorts International reported net income attributable to the
Company of $66.4 million on $2.28 billion of revenues for the three
months ended Sept. 30, 2015, compared to a net loss attributable to
the Company of $20.3 million on $2.48 billion of revenues for the
same period in 2014.
For the nine months ended Sept. 30, 2015, the Company reported net
income attributable to the Company of $334 million on $6.99 billion
of revenues compared to net income attributable to the Company of
$192 million on $7.69 billion of revenues for the same period a
year ago.
As of Sept. 30, 2015, the Company had $26.7 billion in total
assets, $17.4 billion in total liabilities and $9.23 billion in
total stockholders' equity.
"Our strong third quarter results exemplify the power of our
portfolio of assets and brands as we continue to drive growth in
our Las Vegas and regional resorts. Our Profit Growth Plan is
beginning to see initial success with the initiatives launched to
date, and we expect these efforts to further enhance our already
improving profits and margins, as we roll out many more
opportunities in the coming months," said Jim Murren, Chairman &
CEO of MGM Resorts International. "We are continuing to make
positive strides with respect to our development pipeline and look
forward to an exciting 2016 as we anticipate welcoming the new Las
Vegas Arena and The Park next spring and both MGM National Harbor
and MGM Cotai in late 2016. Our strategic investments are allowing
us to solidify our leadership in the marketplace and further
position the Company for growth."
"We continue to remain focused on deleveraging our balance sheet
through a combination of reducing debt and increasing cash flows,"
said Dan D'Arrigo, executive vice president, CFO and treasurer of
MGM Resorts International. "We believe that our improving
profitability, future dividends from MGM China as well as
CityCenter and our other unconsolidated affiliates, along with
upcoming development projects, will further allow us to enhance our
financial position and provide long-term value to our
shareholders."
The Company's cash and cash equivalents at Sept. 30, 2015, was $1.8
billion, which included $808 million at MGM China. At Sept. 30,
2015, the Company had $2.7 billion of borrowings outstanding under
its $3.9 billion senior secured credit facility and $1.6 billion
outstanding under the $3.0 billion MGM China credit facility. In
July 2015, the Company repaid its $875 million 6.625% senior notes
at maturity with cash on hand.
A copy of the press release is available for free at:
http://is.gd/ned4R8
About MGM Resorts
MGM Resorts International (NYSE: MGM) a global hospitality
company, operating a portfolio of destination resort brands
including Bellagio, MGM Grand, Mandalay Bay and The Mirage. The
Company also owns 51% of MGM China Holdings Limited, which owns
the MGM Macau resort and casino and is in the process of
developing a gaming resort in Cotai, and 50% of CityCenter in Las
Vegas, which features ARIA resort and casino. For more
information about MGM Resorts International, visit the Company's
Web site at www.mgmresorts.com.
MGM Resorts reported a net loss attributable to the Company of
$156.60 million in 2013 following a net loss attributable to the
Company of $1.76 billion in 2012.
Bankruptcy Warning
The Company stated in its 2013 Annual Report, "The agreements
governing our senior secured credit facility and other senior
indebtedness contain restrictions and limitations that could
significantly affect our ability to operate our business, as well
as significantly affect our liquidity, and therefore could
adversely affect our results of operations. Covenants governing
our senior secured credit facility and certain of our debt
securities restrict, among other things, our ability to:
* pay dividends or distributions, repurchase or issue equity,
prepay certain debt or make certain investments;
* incur additional debt;
* incur liens on assets;
* sell assets or consolidate with another company or sell all
or substantially all assets;
* enter into transactions with affiliates;
* allow certain subsidiaries to transfer assets; and
* enter into sale and lease-back transactions.
Our ability to comply with these provisions may be affected by
events beyond our control. The breach of any such covenants or
obligations not otherwise waived or cured could result in a
default under the applicable debt obligations and could trigger
acceleration of those obligations, which in turn could trigger
cross defaults under other agreements governing our long-term
indebtedness. Any default under our senior secured credit
facility or the indentures governing our other debt could
adversely affect our growth, our financial condition, our results
of operations and our ability to make payments on our debt, and
could force us to seek protection under the bankruptcy laws."
* * *
As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'. In March 2012, S&P revised
the outlook to positive from stable.
"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.
In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating. The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.
As reported by the TCR on Sept. 29, 2014, Fitch Ratings has
upgraded MGM Resorts International's (MGM) and MGM China Holdings
Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-',
respectively. Fitch's upgrade of MGM's IDR to 'B+' and the
Positive Outlook reflect the company's strong performance on the
Las Vegas Strip and in Macau as well as Fitch's longer-term
positive outlooks for these markets.
MIDAS INC: Tells Judge Tax Ruling Exceeded Court's Powers
---------------------------------------------------------
Dani Meyer at Bankruptcy Law360 reported that the former owners of
a handful of Midas Inc. franchises in California have urged the
U.S. Supreme Court to review a decision holding them liable for
taxes owed by their company, saying in a reply brief that the lower
court crossed the line when naming them the company's alter egos.
Robert and Joan Politte renewed their arguments in an Oct. 19 brief
that the federal courts don't have the authority to pierce the
corporate veil to allow liens against a taxpayer's alter ego.
MILAGRO HOLDINGS: Has Court Authority to Commence Rights Offering
-----------------------------------------------------------------
Milagro Holdings, LLC, et al., sought and obtained authority from
Judge Kevin Gross of the United States Bankruptcy Court for the
District of Delaware to commence a rights offering to be
implemented in connection with a plan of reorganization.
M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates that Milagro has reached agreement
with certain of its key stakeholders on the terms of a consensual
reorganization, which terms are reflected in the Plan and the
Restructuring Support Agreement. The Restructuring Support
Agreement binds the Supporting Parties to support the solicitation
and confirmation of the Plan, which, upon the effective date of the
Plan, will result in the Reorganized Debtor paying in full its
prepetition first lien debt facility and debtor in possession
financing facility and holding a substantial equity interest in
White Oak and the Holders of the Notes owning 100% of the
Reorganized Debtor. The restructuring will also eliminate all of
the Debtors' existing secured debt arising from Notes.
Mr. Cleary says the Restructuring Support Agreement and Plan
represent months of vigorous, arms'-length negotiations with
creditors and stakeholders and a robust process that included input
and direction from the Debtors' experienced restructuring
professionals. In the years prior to its execution, the Debtors
considered various alternatives to the transactions contemplated by
the Restructuring Support Agreement, and determined in their
reasonable business judgment that the terms of the Restructuring
Support Agreement and the Plan represent the best restructuring
terms available.
As of Aug. 11, 2015, 63 Noteholders, holding at least $203.5
million in amount (representing approximately 81.4%) of the
outstanding principal of the Notes, have entered into the
Restructuring Support Agreement.
The Debtors' Restructuring Transaction is premised on, among other
things: (a) effectuation of the Contribution Agreement Transaction,
whereby the Debtors will contribute substantially all of their oil
and gas assets to White Oak in exchange for cash and certain equity
interests in White Oak; (b) the payment in full of the Senior Debt
Claims of the Secured Lenders, and related claims of the
Administrative Agent, to the extent those claims have not already
paid under the DIP Facility; (c) the issuance to the Noteholders of
a certain percentage of equity interests in the Reorganized Debtor;
and (d) the implementation of the Rights Offering, whereby a
portion of the Reorganized Debtor's new equity will be offered for
purchase to each person who is a beneficial owner of the Notes that
qualifies as an "accredited investor" within the meaning of
Regulation D under the Securities Act of 1933, as amended, and
elect to participate in the Rights Offering, and a portion of the
equity interest in the Reorganized Debtor will be provided to the
Backstop Parties as a Backstop Commitment Fee in exchange for
backstopping the Rights Offering pursuant to the Backstop
Commitment Letter.
The Rights Offering, Mr. Cleary asserts, is an integral part of the
Debtors' reorganization. The proceeds of the Rights Offering will
be used to pay certain outstanding obligations of the Debtors under
the Plan, including payment in full of all Allowed Other Secured,
Allowed Priority Claims and administrative expenses, as required by
section 1129 of the Bankruptcy Code, and payment of a number of
claims against the Debtors arising in connection with the
assumption and assignment of certain executory contracts and
unexpired leases under the Contribution Agreement, and
post-Effective Date operating expenses of the Reorganized Debtor.
Milagro Holdings, LLC, et al. are represented by:
M. Blake Cleary, Esq.
Joel A. Waite, Esq.
Ryan M. Bartley, Esq.
Ian J. Bambrick, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
1000 N. King Street
Rodney Square
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: mbcleary@ycst.com
jwaite@ycst.com
rbartley@ycst.com
ibambrick@ycst.com
-and-
John F. Higgins, Esq.
Eric M. English, Esq.
PORTER HEDGES LLP
1000 Main Street, 36th Floor
Houston, TX 77002
Tel: (713) 226-6687
Fax: (713) 226-6287
Email: jhiggins@porterhedges.com
eenglish@porterhedges.com
About Milagro Oil
Based in Houston, Texas, Milagro Oil & Gas, Inc. is independent oil
and gas companies primarily engaged in the acquisition,
exploration, exploitation, development, production and sale of oil
and natural gas reserves. Milagro's historic geographic focus has
been along the onshore Gulf Coast area, primarily in Texas,
Louisiana and Mississippi. Milagro has 1,200 wells in South Texas,
along the Gulf Coast and in Louisiana.
As of March 31, 2015, the book value of Milagro's total assets and
liabilities was approximately $390 million and $468 million,
respectively. Milagro generated revenues of $153.1 million and
$23.5 million during the fiscal year ended Dec. 31, 2014 and the
three month period ended March 31, 2015, respectively.
On July 15, 2015, Milagro Oil & Gas, its parent Milagro Holdings,
LLC, and four affiliated entities each filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware.
The cases are pending before the Honorable Kevin Gross and are
jointly administered under In re Milagro Holdings, Case No.
15-11520.
The Debtors tapped (i) Porter Hedges LLP as general counsel; (ii)
Young Conaway Stargatt & Taylor, LLP, as local counsel; (iii) Zolfo
Cooper, LLC, as restructuring advisors; and (iv) Prime Clerk LLC as
claims and noticing agent.
Noteholders that are parties to the RSA have tapped (i) Akin Gump
Strauss Hauer & Feld LLP, as legal counsel, (ii) Richards,
Layton & Finger, P.A., as Delaware legal counsel, and (iii)
Blackstone Advisory Partners L.P., as financial advisor.
MMRGLOBAL INC: Amends Report on Unregistered Sales of Securities
----------------------------------------------------------------
MMRGlobal, Inc., filed with the Securities and Exchange Commission
an amended current report on Form 8-K/A to include additional
shares that should have been included in the original filing.
On Oct. 16, 2015, the Company granted a total of 10,000,000 shares
of restricted common stock to an unrelated third-party, at a price
of $0.0032 per share.
On Oct. 19, 2015, the Company granted a total of 7,894,000 shares
of restricted stock to an unrelated third party at a price of
$0.0038 in consideration of a reduction in payables.
On Oct. 19, 2015, the Company granted a total of 30,000,000 shares
of restricted stock to Spanky LLC owned by David Loftus, an
affiliate of the Company, at a price of $0.0038 in consideration of
a reduction in payables.
On Oct. 22, 2015, the Company granted a total of 6,842,105 shares
of restricted stock to an unrelated third party at a price of
$0.0038 in consideration of a reduction in payables.
On Oct. 22, 2015, The RHL Group, Inc., an entity affiliated with
the Company's Chairman & CEO Robert H. Lorsch elected to purchase
46,000,000 shares of common stock at market price in consideration
for a reduction in amounts due of $174,800.
All securities granted or sold under these agreements are
unregistered, non-transferrable and non-saleable, and may only be
resold or transferred if they later become registered or fall under
an exemption to the Securities Act and applicable state laws.
About MMRGlobal
Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.
MMRGlobal reported a net loss of $2.18 million on $2.57 million of
total revenues for the year ended Dec. 31, 2014, compared with a
net loss of $7.63 million on $587,000 of total revenues for the
year ended Dec. 31, 2013.
As of June 30, 2015, the Company had $1.9 million in total assets,
$9.8 million in total liabilities, all current, and a $7.8 million
total stockholders' deficit.
Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
significant operating losses and negative cash flows from
operations during the years ended Dec. 31, 2014, and 2013. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
MOLYCORP INC: Court Allows Non-Insider Executives in Bonus Program
------------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware granted Molycorp, Inc., et. al.'s motion to
implement cash bonus incentive payments for certain employees
solely with respect to the participation of the non-insider
executives in the bonus program.
All objections to the Debtors' motion that have either been
withdrawn are overruled in their entirety. The Official Committee
of Unsecured Creditors, the U.S. Trustee, certain holders of the
Debtors' 10% senior secured notes, and the United Steel, Paper and
Forestry, Rubber, Manufacturing, Energy, Allied Industrial and
Service Workers International Union, AFLCIO-CLC, objected to the
proposed bonus payments.
The Committee stated that the KEIP motion seeks to pay high as
$2.911 million, in the aggregate, to seven of the Debtors' senior
executives -- representing 94% and 50% of the executives' annual
salary -- for work to be primarily concluded no later than Jan. 31,
2016, a few months after the filing of the KEIP motion. Moreover,
the Debtors seek to pay these substantial bonuses to the very same
senior executives in charge of the Debtors as they lost over $1
billion since the beginning 2014.
The Ad Hoc 10% noteholders fied a joinder to the objection of the
Committee. The Ad Hoc 10% Noteholders agree that the proposed KEIP
is inappropriate, and the Debtors have failed to meet their
burden.
The U.S. Trustee objected on the grounds that the Debtors have not
satisfied their burden under Section 503(b)(1)(A) and 503(c) of the
Bankruptcy Code to demonstrate, inter alia, that (i) payments under
the KEIP are not primarily retention payments to insiders, (ii) the
KEIP is justified by the facts and circumstances of the cases, and
(iii) the KEIP represents the "actual, necessary cost of preserving
the estate[s]."
The Debtors, in response to the objections, asserted that the
Committee, joined by the USW and the 10% Noteholders, appear intent
on punishing the Debtors' management team for the past -- whether
the past performance of the Debtors' businesses, the decision to
transition Mountain Pass to care and maintenance or the decision to
select the pospetition financing provided by OCM MLYCo CTB Ltd. and
not the 10% Noteholders -- instead of constructively engaging in
dialogue to design a KEIP that will align the personal financial
incentives of the senior executives with actions that will maximize
the value of the Debtors' estates going forward for the benefit of
all stakeholders.
The Debtors explained that, among other things, the Committee's
objection is without merit and the U.S. Trustee's objection focuses
primarily on an alleged lack of evidentiary support for the
approval of the motion, the Debtors intend to present substantial
testimony at the hearing on the motion to address the majority of
the U.S. Trustee's concerns and to demonstrate (a) that the goals
under the revised KEIP are reach goals that will be difficult to
achieve and (b) the key roles the senior executives will play in
achieving those goals.
Judge Sontchi's Order provides that the Debtors are authorized to
established a discretionary pool in the amount of $75,000 and to
make payments from the discretionary pool to individual non-insider
employees; provided however, that (i) each individual non-insider
employee will be eligible to receive a maximum of $5,000 from the
discretionary pool so long as employee completes all of the
services the Debtors require or remains employed for the length of
time required by the Debtors; and (ii) key employees and insiders
of the Debtors will not be eligible for any payment from the
discretionary pool.
About Molycorp Inc.
Molycorp Inc. -- http://www.molycorp.com/-- is a global rare
earths and rare metals producer. Molycorp owns several prominent
rare earth processing facilities around the world. It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.
Molycorp has corporate offices in the United States, Canada and
China. CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada. Other senior manageemnt members are located at its U.S.
corporate headquarters in Greendwood Village, Colorado.
Molycorp reported a net loss of $623 million in 2014, a net loss
of $377 million in 2013 and a net loss of $475 million in 2012.
As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.
Molycorp and its North American subsidiaries, together with certain
of its non-operating subsidiaries outside of North America, filed
Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead
Case No. 15-11357) on June 25, 2015, after reaching agreement with
a group of lenders on a financial restructuring. The Chapter 11
cases of Molycorp and 20 affiliated debts are pending before Judge
Christopher S. Sontchi.
The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.
The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings. Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from
the filings as it is not 100% owned by the Company.
Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from AlixPartners,
LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as
legal counsel to the Company in this process. Prime Clerk serves
as claims and noticing agent.
Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.
On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case
of Molycorp Inc. appointed eight creditors of the company to serve
on the official committee of unsecured creditors.
MOTORS LIQUIDATION: Wilmington Files Trust Report as of Sept. 30
----------------------------------------------------------------
Pursuant to the Second Amended and Restated Motors Liquidation
Company GUC Trust Agreement dated as of July 30, 2015, and between
the parties thereto, Wilmington Trust Company, acting solely in its
capacity as trust administrator and trustee of the Motors
Liquidation Company GUC Trust, is required to file certain GUC
Trust Reports. In addition, pursuant to that certain Bankruptcy
Court Order Authorizing the GUC Trust Administrator to Liquidate
New GM Securities for the Purpose of Funding Fees, Costs and
Expenses of the GUC Trust and the Avoidance Action Trust, dated
March 8, 2012, the GUC Trust Administrator is required to file
certain quarterly variance reports as described in the third
sentence of Section 6.4 of the GUC Trust Agreement with the
Bankruptcy Court.
On Oct. 29, 2015, the GUC Trust Administrator filed the GUC Trust
Report required by Section 6.2(c) of the GUC Trust Agreement,
together with the Budget Variance Report, each for the fiscal
quarter ended Sept. 30, 2015.
A copy of the Bankruptcy Court filing is available for free at:
http://is.gd/2RhNtP
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts. Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company. GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors. GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
As of June 30, 2015, Motors Liquidation had $860 million in total
assets, $74 million in total liabilities and $786 million in net
assets in liquidation.
NAVEX ACQUISITION: S&P Affirms 'B-' Corp. Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Portland, Ore.-based NAVEX Acquisition LLC. The
outlook is stable.
At the same time, S&P affirmed its 'B-' issue-level rating on the
company's $236 million first-lien term loan due 2021 and $20
million revolving facility due 2019. The '3' recovery rating is
unchanged, indicating S&P's expectation of meaningful (50%-70%)
recovery in the event of payment default. S&P also affirmed its
'CCC' issue-level rating and '6' recovery rating to the company's
$131 million second-lien term loan due 2022. The '6' recovery
rating indicates S&P's expectation of negligible (0%-10%) recovery
in the event of payment default.
"The rating on NAVEX reflects our view of its limited scale, narrow
product focus on ethics and compliance applications, and
competition in a highly fragmented market," said Standard & Poor's
credit analyst Geoffrey Wilson. "The rating further reflects our
view of NAVEX's pro forma leverage in the mid- to high 7x area and
the potential that future acquisitions may increase debt,"
Mr. Wilson added.
The outlook is stable, based on S&P's expectation that continued
growth in the ethics and compliance software market and a stable
recurring revenue base will enable NAVEX to generate free cash flow
over the next 12 months.
NELSON CHATELAIN: Bids to Junk HGD Suit vs. Bridley Partially OK'd
------------------------------------------------------------------
In 1992, Nelson Chatelain and Charlene Chatelain filed for personal
bankruptcy. While the bankruptcy proceedings were underway, Mr.
Chatelain's company, Huntsville Golf Development, won an
arbitration award against Brindley Construction Company, Inc. The
final order of the bankruptcy court provided that if HGD recovered
its judgment against BCCI, then the Chatelains' creditors,
including Whitney, could pursue the funds that HGD received by
reopening the bankruptcy proceedings.
For nearly nineteen years, HGD's efforts to collect the judgment
against BCCI were unsuccessful. Finally in 2011, a United States
District Court pierced the corporate veil so that HGD could proceed
against the Estate of Robert Brindley, Sr., to recover the BCCI
judgment. HGD and the Brindley Estate settled the matter while the
district court opinion was on appeal. Whitney then reopened the
bankruptcy proceedings and recovered a significant portion of the
settlement that the Brindley Estate had paid to HGD.
HGD bases its current suit on the circumstances of the settlement
between HGD and the Brindley Estate and Whitney's reopening of the
Chatelains' bankruptcy proceedings. During the settlement
negotiations between HGD and the Brindley Estate, counsel for the
Brindley Estate and Jeffery Brindley contacted counsel for Whitney
to make an offer to purchase Whitney's bankruptcy claim against the
Chatelains. Discussions among the Brindley Estate, Jeffery
Brindley, and Whitney -- which were not disclosed to HGD while HGD
and the Brindley Estate negotiated a settlement -- yielded a
sharing agreement. The sharing agreement provided that the
Brindley Estate would pay the attorney's fees for reopening the
bankruptcy proceedings against the Chatelains and Whitney would
equally divide any recovery through the bankruptcy proceedings with
the Brindley Estate. Jeffery Brindley guaranteed the performance of
the Estate.
HGD contends that the sharing agreement between the Brindley
Estate, Jeffery Brindley, and Whitney violated the settlement
agreement between HGD and the Brindley Estate. HGD also asserts
other claims against Whitney, the Brindley Estate, and Jeffery
Brindley, all based on conduct related to the settlement between
HGD and the Brindley Estate.
The Defendants have filed motions to dismiss on three primary
grounds: (1) federal bankruptcy law preempts HGD's claims; (2) the
Court should abstain from hearing the case; and (3) failure to
state a claim, or in the alternative that the claims are not ripe.
Judge Madeline Hughes Haikala of the United States District Court
for the Northern District of Alabama, Northeastern Division granted
in part and denied in part the motions to dismiss. Judge Haikala
denied the motion to dismiss HGD's breach of contract claim against
the Brindley Estate, the motion to dismiss HGD's fraud and deceit
claim against the Brindley Estate, and the motions to dismiss the
civil conspiracy to commit fraud and deceit claim against the
Brindley Estate, Jeffery Brindley, and Whitney.
The Court granted the motions to dismiss all other claims brought
by HGD and dismissed those claims without prejudice.
The case is captioned HUNTSVILLE GOLF DEVELOPMENT, INC., Plaintiff,
v. ESTATE OF ROBERT BRINDLEY, SR., et al., Defendants,CASE NO.
5:13-CV-00870-MHH.
A full-text copy of Judge Haikala's Memorandum Opinion dated
September 29, 2015 is available at http://is.gd/iHcHFGfrom
Leagle.com.
Huntsville Golf Development, Inc., Plaintiff, is represented by:
Patrick O'Neal Miller, Esq.
DICK & MILLER PC
101 Lowe Avenue SE
Suite 2A
Huntsville, AL 35801
Phone: (256) 564-7317
Fax: (256) 564-7319
Email: patrick@dickmillerlaw.com
Defendants are represented by Gregory H Revera, Esq. --
grevera@leo-law.com -- LEO LAW LLC, Walter A. Dodgen, Jr, Esq. --
tdodgen@maynardcooper.com -- MAYNARD COOPER & GALE PC, Kevin C.
Gray, Esq. -- kgray@maynardcooper.com -- MAYNARD COOPER & GALE PC &
Stephen D. Davis, II, Esq. -- sdavis@maynardcooper.com -- MAYNARD
COOPER AND GALE PC.
NEOMEDIA TECHNOLOGIES: Posts $463,000 Net Income for 3rd Quarter
----------------------------------------------------------------
NeoMedia Technologies, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $463,000 on $737,000 of revenue for the three months ended Sept.
30, 2015, compared to a net loss of $1.08 million on $1 million of
revenue for the same period during the prior year.
For the nine months ended Sept. 30, 2015, the Company reported a
net loss of $2.25 million on $1.99 million of revenue compared to
net income of $2.50 million on $2.65 million of revenue for the
same period a year ago.
As of Sept. 30, 2015, the Company had $1.17 million in total
assets, $41.63 million in total liabilities, $4.31 million in
series C convertible preferred stock, $348,000 in series D
convertible preferred stock and a $45.12 million total
shareholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/MtGPT3
About NeoMedia Technologies
Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions. The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.
NeoMedia reported a net loss of $2.46 million on $3.51 million of
revenues for the year ended Dec. 31, 2014, compared to net income
of $28.46 million on $4.29 million of revenues in 2013.
StarkSchenkein, LLP, in Denver, CO, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014. The independent auditors noted that the
Company has suffered recurring losses from operations, has
significant working capital and shareholder deficits and may have
ongoing requirements for additional capital investment. These
factors, the auditors noted, raise substantial doubt about the
Company's ability to continue as a going concern.
NORTHSHORE MAINLAND: AECOM Technical Resigns from Creditors' Panel
------------------------------------------------------------------
Andrew R. Vara, Acting U.S. Trustee for Region 3, notified the U.S.
Bankruptcy Court for the District of Delaware of a first amendment
to the appointment Of Committee of Unsecured Creditors in the
Chapter 11 cases of Northshore Mainland Services, Inc.
The U.S. Trustee said the amendment reflects the resignation of
AECOM Technical Services, Inc.
The Committee now consists of:
1. Yates-Osprey, a Joint Venture
Attn: Dodds Dehmer
500 Greymont Suite A
Jackson, MS 39202
Tel: (601) 351-2015
Fax: (601) 354-7965
2. Purchasing Solutions International, Inc.
Attn: Mike Williams
6100 Western Place, Suite 901
Fort Worth, TX 76107
Tel: (817) 862-8774
Fax: (817) 862-9774
3. Schadler Kramer Group, LLC. dba SK&G
Attn: Bernard Opie
8912 Spanish Ridge Avenue
Las Vegas, NV 89148
Tel: (702) 478-4000
Fax: (702) 478-4001
4. Suddath Global Logistics Bahamas, LTD
Attn: Robert Thomas
815 Main Street
Jacksonville, FL
Tel: (904) 390-7100
5. Terracon Consultants, Inc.
Attn: Michael Yost
18001 W. 106th Street, Suite 300
Olathe, Kansas
Tel: (913) 577-0354
Fax: (913) 599-5727
6. SBE Hotel Management, LLC
Attn: Bernard Acosta
5900 Wilshire Blvd, 31st Floor
Los Angeles, CA 90036
Tel: (323) 655-8000
Fax: (323) 655-8001
About Baha Mar
Orlando, Florida-based Northshore Mainland Services Inc., Baha Mar
Enterprises Ltd., and their affiliates sought protection under
Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr. D.Del.,
Case No. 15-11402). Baha Mar owns, and is in the final stages of
developing, a 3.3 million square foot resort complex located in
Cable Beach, Nassau, The Bahamas.
The bankruptcy cases are assigned to Judge Kevin J. Carey. The
Debtors are represented by Paul S. Aronzon, Esq., and Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los
Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz,
Esq.,and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, in New York. The Debtors' Delaware counsel are Laura
Davis Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson,
Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Wilmington, Delaware. The Debtors' Bahamian counsel is
Glinton Sweeting O'Brien. The Debtors' special litigation counsel
is Kobre & Kim LLP. The Debtors' construction counsel is Glaser
Weil Fink Howard Avchen & Shapiro LLP.
The Debtors' investment banker and financial advisor is Moelis
Company LLC. The Debtors' claims and noticing agent is Prime
Clerk LLC.
* * *
In September 2015, Judge Carey dismissed the Chapter 11
Proceedings filed in the Delaware court by Baha Mar chief
executive officer Sarkis Izmirlian, ruling in favor of the
contractor on the project, China Construction America (CCA), and
its financier, the China Export-Import Bank (CEXIM); but denied
the motion to dismiss Northshore Mainland Services, Inc.'s
bankruptcy case.
PACIFIC RECYCLING: Amends Lists of 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Pacific Recycling, Inc., filed with the U.S. Bankruptcy Court for
the District of Oregon amended List of Creditors Holding 20 Largest
Unsecured Claims, to reflect the change in the composition of
unsecured creditors.
The amended list disclosed:
Name of creditor Nature of Claim Amount of Claim
---------------- --------------- ---------------
Bank of America Credit Card Credit Card $110,175
Bank of the West Komatsu Loader $998,200
2527 Camino Ramon
San Ramon, CA 94583
Banner Bank Inventory $4,346,834
PO Box 1589
Bothell, WA 98041
City of Eugene Guaranty $432,961
99 West 10th Avenue
Eugene, OR 97401
Department of Penalty $83,597
Environmental Quality
Dorman Construction, Inc. Loan $61,283
Elan Credit Department Credit Card $62,049
Farwest Steel Corporation Trade Debt $77,460
Gallic & Johnson Financial Financial Services $825,000
146 E 12th Avenue
Eugene, OR 97401
GE Government Finance, Shredder $6,580,000
Inc.
333 Hesper Road
Billings, MT 59102
Delbert L. Hackleman Guaranty $117,383
HMS Trading International, Loan $1,000,000
LLC
Attn: Lisa Li
PO Box 403
Corte Madera, CA 94976
Ideal Steel Trade Debt $79,904
Lane County Waste $89,787
Management
Sam Jacobs Group LLC Loan $2,165,000
Attn: Sam Jacobs
2373 NE 30th Court
Light House Point, FL 33064
Tyree Oil Trade Debt $123,162
Union Pacific Railroad Shipping $85,133
Company
VFI KR SPE I LLC Leased Equipment $415,046
6340 South 300 East, 4th
Floor
Salt Lake City, UT 84121
Western Pneumatics Trade Debt $92,449
Willimina Lumber Trade Debt $37,950
The filing was signed by Rodney Schultz, president of the
corporation.
About Pacific Recycling
Pacific Recycling, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Ore. Case No. 15-62925) on Aug. 27, 2015. The petition
was signed by Rodney Schultz as president. The Debtor disclosed
total assets of $5,996,665 and total liabilities of $21,718,414.
Hon. Frank R. Alley III is assigned to the case. Cable Huston LLP
represents the Debtor as counsel.
PATRIOT COAL: 1st Ch. 11 Case Reopened for Peabody to File Suit
---------------------------------------------------------------
A Settlement Agreement was entered into by Peabody Energy
Corporation, United Mine Workers of America, Patriot Coal
Corporation's UMWA-represented employees, and Patriot Coal's
UMWA-represented retirees. The Peabody Settlement Agreement
provides for funding of the Patriot Retirees Voluntary Employee
Benefit Association, a trust established by UMWA to provide
healthcare benefits for thousands of retirees and their families,
by Peabody paying $310 million to the VEBA and the Debtors over
four years and to provide credit support through posting letters of
credit or surety. In exchange, the litigation between Debtors and
Peabody regarding healthcare obligations for approximately 3,100
retirees and their dependents were all resolved.
Peabody filed a motion to reopen the Debtors' first bankruptcy case
to allow Peabody to file an adversary complaint to determine, what,
if any, ongoing obligations Peabody, UMWA, UMWA Employees and UMWA
Retirees have under the Peabody Settlement Agreement once it is
rejected by the Debtors in the Second Patriot Bankruptcy Cases.
Judge Kathy A. Surratt of the United States Bankruptcy Court for
the Eastern District of Missouri, Eastern Division, granted
Peabody's motion.
The case is captioned In Re: PATRIOT COAL CORPORATION, et. al.,
Chapter 11, Debtors, CASE NO. 12-51502-659, JOINTLY ADMINISTERED
(Bankr. E.D. Mo.).
A full-text of the Order dated October 9, 2015 is available at
http://is.gd/umNx9ufrom Leagle.com.
Patriot Coal Corporation, Debtor, represented by Julia A.
Chincheck, Esq. -- jchincheck@bowlesrice.com -- Bowles Rice LLP,
Michael A. Cohen, Esq. -- michael.cohen@curtis.com -- Curtis,
Mallet-Prevost, Colt & Mosle LLP, Robert E. Eggmann, Esq. --
reggmann@demlawllc.com -- Desai Eggmann Mason LLC, Patrick Evans,
Theresa A. Foudy, Esq. -- tfoudy@curtis.com -- Curtis,
Mallet-Prevost, Colt & Mosle LLP, Timothy E. Graulich, Esq. --
timothy.graulich@davispolk.com -- Davis Polk & Wardwell LLP,
Marshall Huebner, Esq. -- marshall.huebner@davispolk.com -- Davis
Polk & Wardwell LLP, Laura Uberti Hughes, Esq. --
laura.hughes@bryancave.com -- Bryan Cave LLP, Benjamin S
Kaminetzky, Esq. -- benjamin.kaminetzky@davispolk.com -- Davis Polk
and Wardwell, Matthew Kapitanyan, Esq. -- Kirkland & Ellis LLP,
Darren S. Klein, Esq. -- darren.klein@davispolk.com -- Davis Polk &
Wardwell LLP, Steven C. Krause, Esq. -- steven.krause@davispolk.com
-- Davis Polk & Wardwell LLP, Ross Kwasteniet, Leonora S. Long,
Office of United States Trustee, Christopher Lynch, Esq. --
christopher.lynch@davispolk.com -- Davis Polk & Wardwell LLP,
Jonathan D Martin, Esq. -- jonathan.martin@davispolk.com -- Davis
Polk & Wardwell LLP, Michelle M. McGreal, Esq. --
michelle.mcgreal@davispolk.com -- Davis Polk & Wardwell LLP, Robert
G. McLusky, Esq. -- -- Jackson Kelly PLLC, Elliot Moskowitz, Esq.
-- elliot.moskowitz@davispolk.com -- Davis Polk & Wardwell LLP,
Paul Bradley O'Neill, Esq. -- boneill@kramerlevin.com -- Kramer,
Levin, Naftalis & Frankel LLP, Lloyd A. Palans, Esq. --
lloyd.palans@bryancave.com-- Bryan Cave, Steven J. Reisman, Esq. --
sreisman@curtis.com -- Curtis, Mallet-Prevost, Colt & Mosle LLP,
Brian M. Resnick, Esq. -- brian.resnick@davispolk.com -- Davis Polk
& Wardwell LLP, Thomas H. Riske, Esq. -- triske@demlawllc.com --
Desai Eggmann Mason LLC, Michael J. Russano, Esq. --
michael.russano@davispolk.com -- Davis Polk & Wardwell LLP, Lara
Samet, Esq. -- lara.samet@davispolk.com-- Davis Polk & Wardwell
LLP, Damian Schaible, Esq. -- damian.schaible@davispolk.com --
Davis Polk & Wardwell LLP, Turner P. Smith, Esq. --
tsmith@curtis.com -- Curtis, Mallet-Prevost, Colt & Mosle LLP,
Amelia Temple Redwood Starr, Esq. -- amelia.starr@davispolk.com --
Davis Polk & Wardwell LLP, Ellen Tobin, Esq. -- etobin@curtis.com
-- Curtis, Mallet-Prevost, Colt & Mosle LLP, Brian C. Walsh, Esq.
-- brian.walsh@bryancave.com -- Bryan Cave LLP.
About Patriot Coal Corporation
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: Bankruptcy Judge Enters Plan Confirmation Order
-------------------------------------------------------------
Judge Keith L. Phillips on Oct. 9, 2015, entered an order
confirming Patriot Coal Corp., et al.'s Fourth Amended Plan of
Reorganization.
The Plan is predicated on, among other things, the agreement of
Blackhawk Mining LLC to purchase certain of the Debtors' assets and
assume certain liabilities through a company pursuant to the Asset
Purchase Agreement, dated June 22, 2015, by and among Blackhawk and
the Debtors. The Debtors are engaging in a going-concern sale
whereby Blackhawk will acquire the Panther, Rocklick, Wells,
Kanawha Eagle, Midland Trail/Blue Creek, Paint Creek (subject to
certain excluded assets), and Logan County (subject to certain
excluded assets) mining complexes and certain associated reserves,
certain controlled river docks, fixed assets and certain other
assets.
The Plan further contemplates that Virginia Conservation Legacy
Fund and its affiliate ERP Compliant Fuels, LLC (collectively,
"VCLF") will acquire the Federal No. 2 longwall mine, a 1,350 TPH
preparation plant, and certain related assets (the "Federal
Complex") and certain other Blackhawk excluded assets pursuant to
an Asset Purchase Agreement, dated Aug. 16, 2015.
The deals with Blackhawk and VCLF were subject to higher and better
offers. The Debtors commenced an auction for the Blackhawk assets
on Sept. 21, 2015. Blackhawk Mining emerged as the winning bidder
at the auction, beating Coronado Mining LLC's $250 million cash
offer. Coronado was selected as the backup bidder.
Raymond Edward Dombrowski, the CRO of the Debtors, says the Plan
provides all holders of claims with more than they would receive in
a hypothetical liquidation:
Liquidation
Class Claim Plan Recovery Recovery
----- ----- ------------- --------
4 ABL Facility Claims 100% 100%
5 LC Facility Claims 80% 5% to 50%
6 Term Loan Facility Claims Greater than 0% No Recovery
7 Prepetition Notes Claims Greater than 0% No Recovery
8 General Unsecured Claims Greater than 0% No Recovery
9 Intercompany Claims No Recovery No Recovery
10 Intercompany Interests No Recovery No Recovery
11 Equity Interests No Recovery No Recovery
Rejecting Classes, Objections
The Debtors won confirmation of the Plan despite the rejection of
three classes and objections filed by several parties.
Holders of Claims in Class 4-Prepetition ABL Facility Claims and
Holders of Claims in Class 7-Prepetition Notes Claims have voted to
accept the Plan. Holders of Class 5-Prepetition LC Facility
Claims, Class 6-Prepetition Term Loan Facility Claims, and Class
8-General Unsecured Claims voted to reject the Plan. Despite the
rejecting classes, the Debtors sought confirmation of the Plan
pursuant to Sec. 1129(b) of the Bankruptcy Code.
Forty-eight parties filed formal objections to confirmation of the
Plan. The objectors include the Official Committee of Unsecured
Creditors, which said that the Fourth Amended Plan does not treat
the Debtors' unsecured creditors in a fundamentally fair manner.
The U.S. Trustee said that while it is hoping that a consensual
plan can be reached so as to benefit all creditors, the Fourth
Amended Plan, as currently proposed, however, cannot be approved
and confirmed because they violate the requirements of 11 U.S.C.
Sec. 1125, 1123, and 1129. Barclays Bank PLC, in its capacity as
Prepetition LC Agent, questioned the Debtors' decision to rebuff a
viable cash transaction in favor of the cashless dispositions of
assets they had negotiated with Blackhawk and VCLF, which would
allow them to obtain broad releases for plan insiders and relieve
the Estates of significant junior liabilities but fail to satisfy
in full the LC Parties' secured claims.
The Debtors in their omnibus response said that:
* Nearly two dozen counterparties to the Debtors' assumed
executory leases and unassigned contracts filed objections to
confirmation of the Plan. The Debtors resolved some of the
contract and lease objections and agreed to preserve for
consideration the unresolved objections at a separate hearing.
* The Prepetition LC Lenders argued that the Plan does not
satisfy section 1129(a)(7) of the Bankruptcy Code because the
Liquidation Analysis does not account for the Prepetition LC
Lenders' recovery under the Coronado APA. The Debtors responded
that the Coronado APA is terminable by Coronado in the event these
Chapter 11 Cases convert to ones under chapter 7. According to the
Debtors, there is no evidence Coronado would submit a bid for a
shuttered coal company, let alone a bid approaching the purchase
price included in the Coronado APA.
* Certain of the objectors asserted that the Plan does not
comply with applicable law because the Debtors have not
demonstrated that Blackhawk and VCLF will be able to satisfy the
Debtors' environmental obligations under applicable law. According
to the Debtors, to the contrary, the Blackhawk APA, the VCLF APA,
and the Plan expressly contemplate that Blackhawk and VCLF, as
applicable, will comply with all obligations under applicable law
and their financial projections show their ability to do the same.
The evidence presented at trial will show that these objections, to
the extent not resolved prior to the Confirmation Hearing, are
without merit.
* The objectors assert that the Plan was not proposed in good
faith because the Plan is not feasible and fails to satisfy certain
regulatory requirements. According to the Debtors, the evidence
presented at trial will similarly show these objections lack merit.
In particular, the evidence presented at trial will show that
Blackhawk and VCLF have the wherewithal to satisfy their go-forward
obligations and that all permits will be transferred in a manner
consistent with applicable laws and regulations.
* Certain of the Objecting Parties argue that the Plan is unfair
to creditors because the proposed treatment of certain Classes was
significantly modified in connection with the new money commitments
from certain DIP Lenders (and, for the avoidance of doubt, certain
lenders who are also Prepetition Term Lenders and Prepetition
Noteholders). According to the Debtors, these objections rely on
rhetoric to cast aspersions, alleging that the Debtors
surreptitiously altered the Plan as part of a nefarious scheme to
benefit the DIP Lenders and/or the Holders of Prepetition Notes.
The Debtors added that these objections ignore the fact that
although the DIP Lenders made clear that any other entity was
welcome to provide the new money financing, no other lenders proved
willing to do so. The evidence is uncontroverted.
Plan Timeline
The Court initially scheduled a Sept. 16 hearing to consider
confirmation of the Plan but the hearing was postponed after the
Debtors conveyed their intention to file revisions to their
sale-based Chapter 11 plan.
Judge Phillips agreed to delay the confirmation hearing to Oct. 5,
2015, and allowed the Debtors to quickly re-solicit votes on the
Plan. The judge set an Oct. 2 deadline for ballots and
objections.
A copy of the Amended Plan Supplement, which included the Blackhawk
List of Officers and Directors, the Financial Projections for the
Liquidating Trust, the VCLF Financial Projections, the VCLF List of
Officers and Directors, the VCLF Operating Agreement, the VCLF
Financing Commitment Letter, the Schedule of Assumed Executory
Contracts and Unexpired Leases, the Amended Liquidation Analysis,
and the Liquidating Trust Agreement, filed Sept. 18, 2015, is
available for free at:
http://bankrupt.com/misc/Patriot_C_1406_1405_Am_PS.pdf
A copy of the Fourth Amended Disclosure Statement filed Sept. 19,
is available for free at:
http://bankrupt.com/misc/Patriot_C_1333_4th_Am_DS.pdf
The Debtors on Oct. 7, 2015, filed their Fourth Amended Plan. A
copy of the document is available for free at:
http://bankrupt.com/misc/Patriot_C_1579_4th_Am_Plan.pdf
A copy of the Debtors' memorandum and declaration in support of
confirmation of the Plan is available for free at:
http://bankrupt.com/misc/Patriot_C_1554_Plan_Conf_Memo.pdf
http://bankrupt.com/misc/Patriot_C_1580_CRO_Decla.pdf
A copy of the DIP Lenders' declaration in support of the Plan is
available for free at:
http://bankrupt.com/misc/Patriot_C_1552_DIP_L_Support_Plan.pdf
A copy of the Second Amended Plan Supplement, which includes the
Blackhawk LLC Agreement, the Amended Combined Company New ABL Term
Sheet, the Combined Company First Lien Term Loan Term Sheet, the
Combined Company 1.5 Lien Term Loan Term Sheet, the Combined
Company Second Lien Loan Term Sheet, the Combined Company Financial
Projections, the Blackhawk APA, and the Coronado APA, as filed Oct.
8, 2015, is available for free at:
http://bankrupt.com/misc/Patriot_C_1593_2nd_Am_PS.pdf
The Bankruptcy Court on Oct. 9, 2015, entered Findings of Fact,
Conclusions of Law and Order confirming the Debtors' Fourth Amended
Joint Plan of Reorganization. A copy of the order is available for
free at:
http://bankrupt.com/misc/Patriot_C_1615_Plan_Order.pdf
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: Ch. 11 Plan, Blackhawk Sale Declared Effective
------------------------------------------------------------
Patriot Coal Corporation, et al., in early October won confirmation
of their Chapter 11 Plan. The Debtors have notified parties that
on Oct. 26, 2015, the effective date of the Plan occurred. The
consummation of the transactions contemplated by the asset purchase
agreement with Blackhawk Mining LLC was deemed effective Oct. 26,
and the transactions contemplated by the asset purchase agreement
with Virginia Conservation Legacy Fund was deemed effective Oct.
27.
Requests for payment of administrative claims must be filed and
served on the Debtors no later than Nov. 25, 2015. Objections to
such requests are due Dec. 28, 2015.
All final requests for payment of professional fee claims must be
Filed with the Court and served on the Debtors (or the liquidating
trustee) no later than Dec. 28, 2015.
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: Eugene Davis Named Liquidating Trustee
----------------------------------------------------
Patriot Coal Corporation, et al., which have won confirmation of
their Chapter 11 Plan, have named Eugene I. Davis as the
liquidating trustee.
Mr. Davis's annual salary as Liquidating Trustee will be $200,000.
Mr. Davis has served as Chairman of the Board of Patriot since
December 18, 2013. He also serves as Chairman and Chief Executive
Officer of PIRINATE Consulting Group, LLC, a privately held
consulting firm that he founded in 1997.
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.
PHOTOMEDEX INC: Stockholders Elect 6 Directors
----------------------------------------------
PhotoMedex, Inc., held its annual meeting of stockholders on
Oct. 29, 2015, at which the stockholders:
(1) elected Lewis C. Pell, Dr. Yoav Ben-Dror, Dr. Dolev
Rafaeli, Dennis M. McGrath, Stephen P. Connelly and
Dr. Dan Amiram to the Company's board of directors to serve
until the next annual meeting of the Company's stockholders
or until their successors are elected and qualify, subject
to their prior death, resignation or removal;
(2) approved the amendment to the Company's Certificate of
Incorporation to effect a reverse stock split of the shares
of its common stock at an exchange ratio of not less than
1-for-2 and not more than 1-for-5 and the authorization of
the Company's Board of Directors, in its discretion, to
implement such a reverse stock split at an exchange ratio
within this range and to do so at any time prior to the
2016 annual meeting of stockholders by filing an amendment
to the Company's Certificate of Incorporation; and
(3) ratified the appointment of Fahn Kanne & Co. Grant Thornton
Israel to serve as the Company's independent registered
public accounting firm for the year to be ended Dec. 31,
2015.
About PhotoMedex
PhotoMedex, Inc., is a global health products and services company
providing integrated disease management and aesthetic solutions to
dermatologists, professional aestheticians, ophthalmologists,
optometrists, consumers and patients. The Company provides
proprietary products and services that address skin conditions
including psoriasis, vitiligo, acne, actinic keratosis, photo
damage and unwanted hair, as well as fixed-site laser vision
correction services at our LasikPlus(R) vision centers.
PhotoMedex and its subsidiaries has entered into a second
amended and restated forbearance agreement with the lenders that
are parties to the credit agreement dated May 12, 2014, and with JP
Morgan Chase, as administrative agent for the Lenders pursuant to
which the Lender have agreed to forbear from exercising their
rights and remedies with respect to certain events of default from
Aug. 25, 2014, until April 1, 2016, or earlier if an event of
default occurs, according to a document filed with the Securities
and Exchange Commission in March 2015.
As of June 30, 2015, the Company had $67.7 million in total assets,
$23.9 million in total liabilities and $43.8 million in total
stockholders' equity.
Bankruptcy Warning
"If, in the future, PhotoMedex is required to obtain similar
forbearance agreements as a result of our inability to meet the
terms of the credit agreement, there can be no assurance that those
forbearance agreements will be available on commercially reasonable
terms or at all. If, as or when required, we are unable to repay,
refinance or restructure our indebtedness under those credit
facilities, or amend the covenants contained therein, the lenders
could elect to terminate their commitments under the credit
facilities and institute foreclosure proceedings against our
assets. Under such circumstances, we could be forced into
bankruptcy or liquidation. In addition, any additional events of
default or declaration of acceleration under one of those
facilities or the forbearance agreement could also result in an
event of default under one or more of these agreements. Such a
declaration would have a material adverse impact on our liquidity,
financial position and results of operations," the Company stated
in its 2014 annual report.
PORTER BANCORP: Reports Third Quarter Net Loss of $1.07M
--------------------------------------------------------
Porter Bancorp, Inc., recorded a net loss of $1.07 million on $9.17
million of interest income for the three months ended Sept. 30,
2015, compared to a net loss of $849,000 on $9.81 million of
interest income for the same period during the prior year.
For the nine months ended Sept. 30, 2015, the Company reported a
net loss of $2.61 million on $27.5 million of interest income
compared to a net loss of $7.37 million on $29.9 million of
interest income for the same period a year ago.
As of Sept. 30, 2015, the Company had $951 million in total assets,
$918 million in total liabilities, and $33.8 million in total
stockholders' equity.
"We are pleased to report that during the third quarter we were
able to buy back and retire $4.0 million of junior subordinated
debt and $330,000 of accrued unpaid interest at a $2.6 million
discount by issuing a total of 1.2 million common shares," said
John T. Taylor, chief executive officer of the Company. In the
transaction, $2.67 million of the debt was exchanged for equity
with related parties and transferred directly to common equity and
$1.33 million of the debt was exchanged for equity with an
unrelated third party resulting in a gain on extinguishment of the
debt totaling $883,000.
"Additionally, we have continued to make significant progress in
reducing our non-performing assets. In this quarter alone, we
reduced non-performing assets by $23.7 million or 33.9% from $69.9
million at June 30, 2015 to $46.2 million at September 30, 2015,"
said Taylor.
A full-text copy of the press release is available for free at:
http://is.gd/CHA2eI
About Porter Bancorp
Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky. Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.
Porter Bancorp reported a net loss of $11.2 million in 2014, a net
loss of $1.58 million in 2013 and a net loss of $32.93 million in
2012.
Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
substantial losses in 2014, 2013 and 2012, largely as a result of
asset impairments resulting from the re-evaluation of fair value
and ongoing operating expenses related to the high volume of other
real estate owned and non-performing loans. In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory capital
ratios as well as being involved in various legal proceedings in
which the Company disputes material factual allegations against the
Company. Additional losses, adverse outcomes from legal
proceedings or the continued inability to comply with the
regulatory enforcement order may result in additional adverse
regulatory action. These events raise substantial doubt about the
Company's ability to continue as a going concern, the auditors
said.
PREFERRED PROPERTIES: Case Summary & 11 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Preferred Properties of Columbus, LLC
1546 State Street
Columbus, IN 47201
Case No.: 15-09038
Chapter 11 Petition Date: October 29, 2015
Court: United States Bankruptcy Court
Southern District of Indiana (Indianapolis)
Judge: Hon. Robyn L. Moberly
Debtor's Counsel: David R. Krebs, Esq.
TUCKER, HESTER, BAKER & KREBS, LLC
One Indiana Square, Suite 1600
Indianapolis, IN 46204
Tel: 317-833-3030
Fax: 317-833-3031
Email: dkrebs@thbklaw.com
Total Assets: $1.37 million
Total Liabilities: $1.72 million
The petition was signed by Katherine J. Ellegood, member/owner.
A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/insb15-09038.pdf
PRONERVE HOLDINGS: 2nd Amended Liquidation Plan Declared Effective
------------------------------------------------------------------
Pronerve Holdings, LLC, et al., notified the U.S. Bankruptcy Court
for the District of Delaware on Sept. 8, 2015, that all conditions
precedent to the Effective Date of the Second Amended Combined
Disclosure Statement and Chapter 11 Plan of Liquidation occurred.
As reported by the Troubled Company Reporter on Aug. 31, 2015,
Judge Kevin J. Carey approved, on Aug. 24, the Second Amended
Combined Disclosure Statement and Plan, after a majority of holders
of Class 3 - General Unsecured Claims, voted to accept the Plan.
According to Andrew Buck, an assistant director with Garden City
Group LLC, 75% of the holders of Class 3 Claims voted to accept the
Plan, while 25% of the holders of Class 3 Claims voted to reject
the Plan.
George D. Pillari, chief restructuring officer of ProNerve
Holdings, LLC, filed a declaration in support of confirmation of
the Plan and maintained that the Plan provides adequate means for
its implementation, including, without limitation: (a) the funding
of the Allowed Professional Claims up to the amounts set forth in
the DIP Financing Budget; (b) the funding of Allowed Administrative
Expense Claims; provided, however, that, pursuant to the Transition
Services Agreement, SpecialtyCare will reimburse the Debtors for
Allowed Administrative Expense Claims arising (i) after May 22,
2015 in connection with the Debtors' obligations under the
Transition Services Agreement, and (ii) prior to the Closing Date
pursuant to the Sale Order; (c) on and after the Effective Date,
the payment, to the extent possible, of Unpaid Professional Claims
from Remaining Assets other than the Unsecured Claims Distribution
Fund; (d) use of the Remaining Assets to satisfy the wind-down
costs of the Estates consistent with the DIP Financing Order; (e)
appointment of a Plan Administrator to receive the Remaining Assets
and make Distributions on account of Allowed Claims in accordance
with the Plan; (f) appointment of an Oversight Committee to
represent the interests of Holders of Allowed General Unsecured
Claims; and (g) use of the Unsecured Claims Distribution Fund to
make Distributions (i) first, to Holders of Allowed Priority Tax
Claims and Other Priority Claims, until paid in full, (ii) second,
to Holders of Allowed General Unsecured Claims in Class 3, until
paid in full, and (iii) third, to Holders of Allowed Subordinated
SpecialtyCare Deficiency Claims, all in accordance with the
priority scheme established by the Bankruptcy Code.
The Court overruled the objection raised by the Internal Revenue
Service, which objected to the Plan to the extent it states that
any claim for penalties, other than nonpecuniary loss penalties,
will be disallowed and the holder of that claim will not assess or
attempt to collect that penalty from the Administrator, the
Debtors, or the Debtors' estates. The Plan Order provides that the
Plan and the Plan Order (i) does not affect the rights of the IRS
to assert setoff and recoupment and those rights are expressly
reserved; or (ii) does not cause the IRS penalties to be
automatically disallowed, and those penalties will be treated,
assessed and collected in accordance with applicable federal law.
The IRS is represented by Charles M. Oberly, III, United States
Attorney, and Ellen W. Slights, Esq., Assistant United States
Attorney, in Wilmington, Delaware.
About ProNerve Holdings
Founded in 2008, ProNerve is headquartered in a suburb of Denver,
Colorado. ProNerve and certain affiliated practice entities
provide intraoperative neurophysiologic monitoring ("IOM") services
to health systems, acute care hospitals, specialty hospitals,
ambulatory surgical centers, surgeons, and physician groups in more
than 25 states.
ProNerve Holdings, LLC and its affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 15-10373) on Feb. 24, 2015,
with a deal to sell assets to SpecialtyCare IOM Services, LLC for
a credit bid of $35 million.
The cases are assigned to Judge Kevin J. Carey.
PUTNAM ENERGY: Can Use Cash Collateral Until November 12
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Putnam Energy LLC to use, on an interim bases, cash
collateral until Nov. 12, 2015.
The Court also authorized the Debtor to pay monthly provisional and
partial adequate protection of $9,900 to Bridgeview Bank Group.
The Court will continue the hearing on the Debtor's use of cash
collateral on Nov. 12, 2015, at 11:00 a.m. in Courtroom 742, 219
South Dearborn Street in Chicago, Illinois.
As reported in the TCR on May 13, 2015, Bridgeview Bank Group has a
judgment against Putnam Energy in the sum of $1,763,622 as of April
16, 2014, which accrues interest at the statutory rate of 9% per
annum plus attorneys' fees and costs.
Bridgeview Bank Group asserts a security interest in all of the
property of Putnam Energy's estate. As adequate protection from
any diminution in value of the lender's collateral, the company
granted the lender replacement liens and a superpriority claim.
About Putnam Energy
Putnam Energy, L.L.C., a company with power plant and pipeline
assets, sought Chapter 11 protection (Bankr. N.D. Ill. Case No.
15-08733) on March 11, 2015, in Chicago, Illinois, after it failed
to reach a forbearance agreement with its lender.
The Debtor disclosed $10,394,596 in assets and $2,283,218 in
liabilities as of the Chapter 11 filing.
The case is assigned to Judge Carol A. Doyle. Terrence O'Malley,
manager and CEO, signed the petition. The Debtor is represented by
Douglas S Draper, Esq., at Heller, Draper, Patrick, Horn & Dabney,
LLC, in New Orleans, as counsel.
QTS REALTY: S&P Assigns 'BB-' Rating on $900MM Unsecured Debt
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Overland Park, Kan.-based data
center operator QTS Realty Trust Inc.'s amended and extended $900
million unsecured credit facility. The '2' recovery rating
reflects S&P's expectation for "substantial" (70% to 90%; lower
half of the range) recovery for lenders in a payment default. The
unsecured debt will be issued out of wholly-owned subsidiary
QualityTech LP.
The 'BB-' issue-level rating and '2' recovery rating on the
company's existing unsecured debt remain unchanged.
The amended unsecured credit facility, which replaces the previous
$650 million unsecured credit facility, consists of a four-year
$600 million revolving credit facility and two $150 million term
loans, one with a five-year maturity and the other with a 5.5 year
maturity. Net proceeds from the term loan will be used to pay off
the remaining $70 million balance on the company's Richmond secured
facility, which subsequently has been terminated, and to partially
pay down balances on the current revolving credit facility.
S&P's corporate credit rating on QTS Realty Trust remains 'B+' with
a stable outlook. The transaction should contribute to modestly
lower interest expense and improved liquidity.
RECOVERY ANALYSIS
Key analytical factors:
-- S&P's recovery analysis incorporates an 85% draw on the
revolver at the point of default.
-- S&P's simulated default scenario contemplates a default in
2019 reflecting a significant decline (approximately 35%)in
cash flow compared to S&P's base-case scenario as a result
of overexpansion amid declining demand driven by a prolonged
contraction in business spending. S&P assumes a
reorganization following the default, using an emergence
EBITDA multiple of 5.0x to value the company.
Simulated default assumptions:
-- Simulated year of default: 2019
-- EBITDA at emergence: $165 million
-- EBITDA multiple: 5x
Simplified waterfall:
-- Net enterprise value (after 3% admin. costs): $800 million
-- Collateral value available to unsecured creditors:
$800 million
-- Unsecured debt claims: $1,136.2 million
-- Recovery expectations: 70% to 90% (lower half of the range)
Note: All debt amounts include six months of prepetition interest.
RATINGS LIST
QTS Realty Trust Inc.
Corporate Credit Rating B+/Stable/--
QualityTech LP.
$600 mil revolver
Five-year $150 mil. term loan
Senior Unsecured BB-
Recovery Rating 2L
New Rating
QualityTech LP.
5.5-year $150 mil. term loan
Senior Unsecured BB-
Recovery Rating 2L
RAAM GLOBAL: Deadline to File Schedules A & B Extended to Nov. 23
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
extended until Nov. 23, 2015, RAAM Global Energy Company, et al.'s
deadline to file their schedules of assets and liabilities with
respect to Schedules A (Real Property) and B (Personal Property).
As to all other schedules and statements, the Debtors' deadline is
Dec. 10, 2015.
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: Has Interim Approval to Use Cash Collateral
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
entered an interim order authorizing RAAM Global Energy Company, et
al., to use cash collateral in accordance with a budget.
The Debtors and the First Lien Secured Parties have reached
agreements with respect to the following issues:
(a) The requirement to provide reporting at various times and of
various matters.
(b) The requirements for seeking budgetary variances.
(c) The events of default that would give rise to a termination
of the right to use cash collateral.
The Court held that to the extent that the use of cash collateral
results in a diminishment in the value of the collateral held by
any creditor, that creditor is given (i) a replacement lien in the
same priority as existed on a prepetition basis, (ii) a
super-priority administrative claim equal to the diminished value.
The Court will conduct a final hearing on the use of cash
collateral on Nov. 18, 2015, at 10:00 a.m.
The Court recognizes that the parties have agreed on substantial
additional provisions in their proposed order. The Interim Order
defers consideration of those provisions Until Nov. 18 to allow
parties-in-interest an opportunity to participate after notice.
A copy of the Interim Cash Collateral Order is available at:
http://bankrupt.com/misc/40_RAAM_InterimCashCollOrd.pdf
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.
RELATIVITY MEDIA: Jones Day Approved as Bankruptcy Co-Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Relativity Fashion, LLC, et al., to employ Jones Day as
bankruptcy co-counsel nunc pro tunc to the Petition Date.
Jones Day is expected to, among other things:
i. advise the Debtors with respect to their powers and duties as
debtors and debtors-in-possession;
ii. prepare and pursue a going concern sale of substantially all
of the Debtors' assets pursuant to Section 363 of the Bankruptcy
Code; and
iii. prepare and pursue efforts by the Debtors to obtain
postpetition financing to operate their businesses and bridge the
gap to the anticipated going concern sale of the Debtors' assets.
Additionally, the Debtors, in consultation with the U.S. Trustee
and the Official Committee of Unsecured Creditors, will
subsequently designate to either Sheppard Mullin Richter & Hampton
LLP or Jones Day the work associated with the Debtors' chapter 11
plan(s), disclosure statement(s), and related agreements and
documents by taking into consideration the circumstances existing
at that phase of the chapter 11 cases.
The standard hourly rates charged by Jones Day range as:
Billing Category U.S. Range
---------------- ----------
Partners $575 - $1,200
Counsel $575 - $1,050
Associates $300 - $850
Paralegals $200 - $375
To the best of the Debtors' knowledge, Jones Day is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The following information is provided in response to the request
for additional information set forth in Paragraph D.1 of the UST
Guidelines:
Question: Did you agree to any variations from or alternatives to,
your standard or customary billing arrangements for this
engagement?
Response: No. The hourly rates set forth in the Engagement Letters
are consistent with the rates that Jones Day charges
other comparable chapter 11 clients, and the rate
structure provided by Jones Day is appropriate and is
not significantly different from (a) the rates that
Jones Day charges in other non-bankruptcy representation
or (b) the rates of other comparably skilled
professionals for similar engagements.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material
financial terms for the prepetition engagement,
including any adjustments during the 12 months
prepetition. If your billing rates and material
financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: Jones Day did represent the Debtors during the 12
month period prior to the Petition Date. During that
period, Jones Day charged the Debtors its standard
rates. The material financial terms of the Debtors'
engagement of Jones Day -- including the hourly rates by
Jones Day -- have not changed postpetition.
Question: Has your client approved your prospective budget and
staffing plan, and if so for what budget period?
Response: Yes, the client has approved a preliminary budget and
staffing plan for the first interim fee period. The
Debtors and Jones Day are continuing to rationalize and
refine the budget and staffing plan over the next 10
days.
The firm can be reached at:
Richard L. Wynne, Esq.
Bennett L. Spiegel, Esq.
Lori Sinanyan, Esq.
JONES DAY
222 East 41st Street
New York, NY 10017
Tel: (212) 326-3939
Fax: (212) 755-7306
About Relativity Fashion
Based in New York, Relativity Fashion LLC dba M3 Relativity --
http://relativitymedia.com/-- is a privately-held entertainment
company with an integrated and diversified global media platform
that provides, among other things, film and television financing,
production and distribution. Relativity was founded in 2004 by
Ryan Kavanaugh as a films late cofinancier partnering with major
studios such as Sony and Universal. In addition, the Company
engages in content production and distribution, including movies,
television, fashion, sports, digital and music.
The Company and its affiliates filed for Chapter 11 protection on
July 30, 2015 (Bankr. S.D.N.Y. Lead case No. 15-11989). Judge
Michael E. Wiles presides over the Debtors' Chapter 11 cases.
Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K.
Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, and Richard
L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq.,
at Jones Day, represent the Debtors in the bankruptcy cases.
The Debtors reported total assets of $559.9 million, and total
debts: $1.1 billion as of Dec. 31, 2014.
On August 7, 2015, the U.S. Trustee for Region 2 appointed seven
creditors to serve on the Debtors' official committee of unsecured
creditors. The creditors are Allied Advertising Limited
Partnership, Carat USA Inc., Cinedigm Corp., Comen VFX LLC, Create
Advertising Group LLC, NBC Universal, and Technicolor Inc. Togut,
Segal & Segal LLP represents the Committee.
RELATIVITY MEDIA: Unit Lists $2.2MM in Assets, $16K in Debts
------------------------------------------------------------
Relativity Fashion, LLC, filed with the U.S. Bankruptcy Court
Southern District of New York its schedules of assets and
liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $2,215,611
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $0
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-Priority
Claims $0
----------- -----------
Total $2,215,611 $16,143
A copy of the schedules is available for free at
http://bankrupt.com/misc/RelativityFashion_641_SAL.pdf
About Relativity Fashion
Based in New York, Relativity Fashion LLC dba M3 Relativity --
http://relativitymedia.com/-- is a privately-held entertainment
company with an integrated and diversified global media platform
that provides, among other things, film and television financing,
production and distribution. Relativity was founded in 2004 by
Ryan Kavanaugh as a films late cofinancier partnering with major
studios such as Sony and Universal. In addition, the Company
engages in content production and distribution, including movies,
television, fashion, sports, digital and music.
The Company and its affiliates filed for Chapter 11 protection on
July 30, 2015 (Bankr. S.D.N.Y. Lead case No. 15-11989). Judge
Michael E. Wiles presides over the Debtors' Chapter 11 cases.
Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K.
Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, and Richard
L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq.,
at Jones Day, represent the Debtors in the bankruptcy cases.
The Debtors reported total assets of $559.9 million, and total
debts: $1.1 billion as of Dec. 31, 2014.
On August 7, 2015, the U.S. Trustee for Region 2 appointed seven
creditors to serve on the Debtors' official committee of unsecured
creditors. The creditors are Allied Advertising Limited
Partnership, Carat USA Inc., Cinedigm Corp., Comen VFX LLC, Create
Advertising Group LLC, NBC Universal, and Technicolor Inc. Togut,
Segal & Segal LLP represents the Committee.
RICHMOND LIBERTY: Files for Bankruptcy Protection in New York
-------------------------------------------------------------
Richmond Liberty LLC filed a bare-bones Chapter 11 bankruptcy
petition (Bankr. E.D.N.Y. Case No. 15-44866) on Oct. 29, 2015.
David Speiser signed the petition as vice president.
The Debtor estimated both assets and liabilities in the range of
$10 million to $50 million.
The Debtor has engaged Robinson Brog Leinwand Greene Genovese &
Gluck P.C. as counsel. Judge Elizabeth S. Stong is assigned to the
case.
In a letter accompanying the petition, the Company advised the
Court that its case is related to two pending Chapter 11
proceedings also assigned to Judge Stong, Liberty Towers Realty LLC
(Case No. 14-45187) and Liberty Towers Realty I, LLC (Case No.
14-45189).
The Debtor disclosed that it is named as a defendant in the
adversary proceedings captioned: Liberty Towers Realty I LLC v.
Richmond Liberty LLC, Kriss & Feuerstein LLP and Jerold C.
Feuerstein, Esq., Adv. Proc. No. 15-1065, and Liberty Towers Realty
LLC v. Richmond Liberty LLC, Kriss & Fuerstein LLP and Jerold C.
Feuerstein, Esq., Adv. Proc. No. 15-1066.
RICHMOND LIBERTY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Richmond Liberty LLC
825 Third Avenue, 37th Fl.
New York, NY 10022
Case No.: 15-44866
Chapter 11 Petition Date: October 29, 2015
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Arnold Mitchell Greene, Esq.
ROBINSON BROG LEINWAND GREENE
GENOVESE & GLUCK P.C.
875 Third Avenue, 9th Floor
New York, NY 10022
Tel: (212) 603-6399
Fax: (212) 956-2164
Email: amg@robinsonbrog.com
- and -
Lori A Schwartz, Esq.
ROBINSON BROG LEINWAND GREENE
GENOVESE & GLUCK P.C.
875 Third Avenue, 9th Floor
New York, NY 10022
Tel: (212) 603-6334
Email: ls@robinsonbrog.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by David Speiser, vice president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
RITE AID: Files Copy of Plan of Merger Agreement with SEC
---------------------------------------------------------
Rite Aid Corporation, on Oct. 27, 2015, entered into an Agreement
and Plan of Merger with Walgreens Boots Alliance, Inc., a Delaware
corporation, and Victoria Merger Sub, Inc., a wholly-owned direct
subsidiary of Walgreens, pursuant to which Victoria Merger Sub will
merge with and into Rite Aid, with Rite Aid surviving the Merger as
a wholly-owned direct subsidiary of Walgreens. A copy of the
Merger Agreement is available for free at:
http://is.gd/ynsHBj
At the effective time of the Merger, each share of Rite Aid common
stock, par value $1.00 per share, issued and outstanding
immediately prior to the effective time (other than shares owned by
(i) Walgreens, Victoria Merger Sub or Rite Aid (which will be
cancelled), (ii) stockholders who have properly exercised and
perfected appraisal rights under Delaware law, or (iii) any direct
or indirect wholly owned subsidiary of Rite Aid or Walgreens (which
will be converted into shares of common stock of the surviving
corporation)) will be converted into the right to receive $9.00 per
share in cash, without interest.
Subject to the terms of the Merger Agreement, at the effective time
of the Merger, each vested option to purchase Rite Aid Common Stock
with a per share exercise price less than the Per Share Merger
Consideration that is outstanding immediately prior to the
effective time will be converted into the right to receive, without
interest, an amount in cash equal to the product of (x) the total
number of shares of Rite Aid Common Stock subject to such option
and (y) the excess, if any, of the Per Share Merger Consideration
over the per share exercise price of such option, less applicable
withholding taxes. Subject to the terms of the Merger Agreement,
at the effective time of the Merger, each unvested option to
purchase Rite Aid Common Stock, and each vested option to purchase
Rite Aid Common Stock with a per share exercise price equal to or
greater than the Per Share Merger Consideration, that is
outstanding immediately prior to the effective time will be
converted into an option to acquire, on the same terms and
conditions as were applicable immediately prior to the effective
time, a number of shares of Walgreens common stock equal to the
product of (x) the number of shares of Rite Aid Common Stock
subject to such option and (y) a fraction, the numerator of which
is the Per Share Merger Consideration and the denominator of which
is the volume weighted average trading price of Walgreens common
stock on the five consecutive trading days immediately preceding
the closing date of the Merger, with the exercise price of such
converted option equitably adjusted to be equal to the quotient of
(x) the exercise price per share of Rite Aid Common Stock subject
to such option and (y) the Conversion Ratio.
Subject to the terms of the Merger Agreement, at the effective time
of the Merger, each Rite Aid restricted share award and Rite Aid
performance unit that is outstanding immediately prior to the
effective time will be cancelled and converted into a Walgreens
restricted share or performance unit, as applicable, relating to
the number of shares of Walgreens common stock equal to the product
of (x) the number of shares of Rite Aid Common Stock relating to
such restricted share award or such performance unit (in the case
of performance units for which the applicable performance period
has not completed, the target number of shares) and (y) the
Conversion Ratio, with each such converted restricted share award
and performance unit subject to the same terms and conditions as
were applicable immediately prior to the effective time; provided,
that with respect to each converted performance unit award, (i)
following the effective time of the Merger, the performance goals
or conditions will not apply with respect to a pro-rata portion of
such award (with such portion based on the number of days elapsed
in the performance period through the effective time of the
Merger), which portion of such award will continue to be subject to
service-based vesting on the same schedule as applied prior to the
effective time of the Merger, and (ii) the remaining portion of the
converted performance unit award will continue to be subject to
performance-based vesting (based on the achievement of adjusted
performance goals) and service-based vesting on the applicable
vesting dates following the effective time of the Merger.
The Merger Agreement contains specified termination rights for
Walgreens and Rite Aid, including a mutual termination right in the
event that the Merger is not consummated by Oct. 27, 2016, subject
to extension to Jan. 27, 2017, under certain circumstances. Rite
Aid must pay Walgreens a $325 million termination fee if Walgreens
terminates the Merger Agreement following a change of
recommendation (as defined in the Merger Agreement) for the Merger
by Rite Aid's board of directors, or if Rite Aid terminates the
Merger Agreement to enter into a definitive agreement with a third
party with respect to a superior proposal, as set forth in, and
subject to the conditions of, the Merger Agreement. Under certain
additional circumstances described in the Merger Agreement, Rite
Aid must also pay Walgreens a $325 million termination fee if the
Merger Agreement is terminated in certain specified circumstances
while an alternative acquisition proposal to the Merger has been
publicly made or communicated to the Board and not withdrawn and,
within twelve months following such termination, Rite Aid enters
into a definitive agreement with respect to a business combination
transaction of the type described in the relevant provisions of the
Merger Agreement, or such a transaction is consummated. The Merger
Agreement further provides that, upon termination of the Merger
Agreement under specified circumstances, Rite Aid will be required
to pay to Walgreens up to $45 million for expenses incurred by
Walgreens (with such payment credited to any termination fee
subsequently paid by Rite Aid). In the event the Merger Agreement
is terminated in certain circumstances involving a failure to
obtain required regulatory approvals, Walgreens is required to pay
Rite Aid a $325 million termination fee, which will be increased to
$650 million if Walgreens enters into, consummates or announces
certain acquisitions within eight to twelve months of the date of
the Merger Agreement.
Rite Aid distributed a script to its vice presidents and directors
providing information about the proposed acquisition on Oct. 28,
2015. A copy of that document is available for free at:
http://is.gd/r7je6r
Rite Aid distributed a set of talking points to its vice presidents
and directors providing information about the proposed acquisition
on Oct. 28, 2015. A copy of that document is available for free at
http://is.gd/LkC4Kq
Rite Aid distributed a frequently asked questions document to its
employees providing information about the proposed acquisition on
Oct. 28, 2015. A copy of that document is available for free at:
http://is.gd/PBWAqx
Certain of Rite Aid's senior executives sent an e-mail to Rite
Aid's employees describing the proposed acquisition and
distributing a video-conference presentation on Oct. 28, 2015. A
copy of that e-mail and the script for that presentation are
available for free at:
http://is.gd/iOPbdX
http://is.gd/BQ4oyG
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.
ROSETTA GENOMICS: Has Resale Prospectus of 7.7M Ordinary Shares
---------------------------------------------------------------
Rosetta Genomics Ltd., filed a Form S-8 registration statement with
the Securities and Exchange Commission relating to the resale, from
time to time, by Sabby Volatility Warrant Master Fund, Ltd, CVI
Investments, Inc. Empery Asset Master, Ltd., et al., of up to
7,766,666 of the Company's ordinary shares. These shares consist
of (i) 3,333,333 issued and outstanding ordinary shares, and (ii)
up to 4,433,333 ordinary shares issuable upon exercise of
outstanding warrants, issued to the selling stockholders in
connection with a private placement completed on Oct. 15, 2015.
The Company's ordinary shares are currently listed on the NASDAQ
Capital Market under the symbol "ROSG." On Oct. 29, 2015, the last
reported sale price of the Company's ordinary shares was $2.29 per
share.
A copy of the Form F-1 prospectus is available for free at:
http://is.gd/UqbWF9
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.
ROTONDO WEIRICH: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Rotondo Weirich Enterprises, Inc., filed with the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania its schedules of
assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $8,667,885
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $4,329,803
E. Creditors Holding
Unsecured Priority
Claims $122,941
F. Creditors Holding
Unsecured Non-Priority
Claims $6,000,116
----------- -----------
Total $8,667,885 $10,452,860
A copy of the schedules is available for free at:
http://bankrupt.com/misc/ROTONDOWEIRICH_80_sal.pdf
About Rotondo Weirich
Rotondo Weirich Enterprises, Inc. and five of its affiliates sought
Chapter protection (Bankr. E.D. Pa. Case Nos. 15-16146 - 15-16151)
on Aug. 27, 2015. The petition was signed by Steven J. Weirich as
president & CEO. The Debtors disclosed total assets of $8,667,885
and total liabilities of $10,452,860. Maschmeyer Karalis P.C.
represents the Debtors.
RYNARD PROPERTIES: Court Confirms Chapter 11 Plan
-------------------------------------------------
Judge Jennie D. Latta in October entered an order confirming the
Chapter 11 plan of Rynard Properties Ridgecrest LP.
The judge held a hearing on the Plan on Aug. 10, 2015, and entered
an order confirming the Plan on Oct. 2 after finding that the Plan
satisfies the requirements of Sec. 1129(a) of the Bankruptcy Code.
The general framework for the Plan involves (i) the refinancing of
the indebtedness to Fannie Mae, formerly Federal National Mortgage
Association (FNMA), as successor to Wells Fargo Bank, secured by
the project -- a low income housing tax credit project; and (ii)
the distribution of the proceeds of the refinancing to the holders
of allowed claims against the Debtor.
From and after the Effective Date and through and including the
Maturity Date, regular monthly payments will be made to Fannie Mae
on the 10th day of each month that are equal to (a) the amount
necessary to amortize the Allowed FNMA Secured Claim, including any
reasonable attorneys' fees and other charges, over a 30 year
period; plus (b) interest at the rate of 5.6% per annum. On the
Maturity Date, all sums then due and owing to Fannie Mae will be
immediately due and payable in full.
The order also provides that:
(x) The confirmation of the Plan will operate as an absolute bar
to a subsequent filing by the Debtor of a petition for relief under
the Bankruptcy Code unless the FNMA Secured Claim has been
satisfied and paid in full on or before the Maturity Date.
(y) The Debtor irrevocably appoints and designates Toni Campbell
Parker as its agent for service of process for any suit filed by
Fannie Mae to enforce its rights and remedies under the Plan.
Subject to receipt of all necessary consents under the Partnership
Agreement, and confirmation of the Plan, LEDIC Management Group or
one of its affiliates ("LEDIC") will, as soon thereafter as
practicable, succeed to all general partner responsibilities
enumerated in Sections 5.8(d) and 5.8(e) of the Partnership's
limited partnership agreement.
A copy of the Plan Confirmation Order is available for free at:
http://bankrupt.com/misc/Rynard_P_158_Plan_Order.pdf
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/RynardProperties_89_DS.pdf
About Rynard Properties Ridgecrest
Rynard Properties Ridgecrest LP is a Tennessee limited partnership.
Its principal place of business is 2881 Rangeline
Road, Memphis, TN 38127, and the Debtor operates a 256 unit
multifamily apartment complex of Section 8 housing named
Ridgecrest Apartments and currently has TESCO operating the
complex as leasing agent.
Rynard filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Tenn. Case No. 14-22674) on March 13, 2014. John Bartle signed
the petition as secretary/treasurer of Ridgecrest LLC, general
partner of the Debtor.
In its schedules, the Debtor disclosed $16.2 million in total
assets and $8.73 million in total liabilities.
Toni Campbell Parker serves as the Debtor's counsel.
Judge Jennie D. Latta oversees the case.
The U.S. Trustee for Region 8 was unable to appoint an official
committee of unsecured creditors.
SABINE PASS: Reports $61.5 Million Net Income for Third Quarter
---------------------------------------------------------------
Sabine Pass LNG, L.P., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $61.5 million on $131 million of total revenues for the three
months ended Sept. 30, 2015, compared to net income of $64.1
million on $131 million of total revenues for the same period
during the prior year.
For the nine months ended Sept. 30, 2015, the Company reported net
income of $187 million on $392 million of total revenues compared
to net income of $194 million on $393 million of total revenues for
the same period a year ago.
As of Sept. 30, 2015, the Company had $1.64 billion in total
assets, $2.22 billion in total liabilities and a $590 million
partners' deficit.
As of Sept. 30, 2015, the Company had $8.1 million of cash and cash
equivalents and $129 million of current and non-current restricted
cash, which is restricted to pay interest on the Senior Notes.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/ERTwsW
About Sabine Pass
Sabine Pass LNG, L.P. owns, develops and operates an LNG receiving
and regasification terminal in western Cameron Parish, Louisiana.
Based in Houston, the Company's LNG terminal includes existing
infrastructure of five LNG storage tanks with 16.9 Bcfe capacity,
two docks that can hold vessels up to 265,000 cubic meters, and
vaporizers with capacity of 4.0 Bcf/d.
Sabine Pass reported net income of $63.7 million on $130.7 million
of total revenues for the three months ended June 30, 2015,
compared to net income of $65.7 million on $131 million of total
revenues for the same period during the prior year.
SANTA CRUZ BERRY: Taps SteinBruner Hill as Accounting Professional
------------------------------------------------------------------
Santa Cruz Berry Farming Co. LLC, asks the U.S. Bankruptcy Court
for the Northern District of California for permission to employ
Steinbruner Hill, CPAs, as (1) accounting professional, and (2)
compliance advisor.
Steinbruner as compliance advisor will monitor and verify the
Debtor's compliance with the terms of the order authorizing the
Debtor's use of cash collateral, including ensuring that such
expenditures and revenues are within the budget incorporated in the
cash collateral order. In particular, the professional will:
(a) monitor and verify the amounts of cash proceeds received by
the Debtor, including cash collateral;
(b) monitor and verify that cash collateral is only being used
toward the harvest of the 2015 crop of the Debtor and for no other
purpose;
(c) monitor and verify that the sales and pricing of produce
sold by the Debtor comply with the budget;
(d) monitor and verify that payments of expenses comply with the
budget;
(e) provide the Secured Creditors, the Official Committee of
Unsecured Creditors, and their counsel and advisors with all
accounting, reporting and information as required or contemplated
under the cash collateral order or as otherwise may be reasonably
requested to by the parties; and
(f) routinely meet with and directly respond to reasonable
inquiries by the Creditor Parties to provide information regarding
the financial affairs and operations of the Debtor.
Steinbruner as accountant, will review financial documents,
cleaning up prepetition accounting records, compiling postpetition
accounting records as needed, providing bank reconciliations, and
updating the Debtor's accounting and reporting systems to enable
the Debtor to provide accurate accounting reports to the Court in a
timely and efficient manner. The Professional may also assist in
any tax preparation or projections, if necessary.
Steinbruner will be employed at an hourly rate ranging between $85
and $320. The principal bills at an hourly rate of $320, the
senior CPA bills at a rate of $175, the agriculture accounting
specialist at a rate of $150, and the bookkeeper bills at a rate of
$85 per hour.
Steinbruner has requested a retainer of $5,000.
To the best of the Debtor's knowledge, Steinbruner and its
employees do not have and do not represent an individual or entity
which holds an interest adverse to the estate.
About Santa Cruz Berry Farming
Watsonville, California-based Santa Cruz Berry Farming grows
conventional and organic strawberries. The privately owned
company
was founded by and is currently managed by Fritz Koontz. Seven
Seas Berry Sales, a division of the Tom Lange Co., is the sales
agent for the Company.
Santa Cruz Berry Farming Company, LLC, and Corralitos Farms, LLC,
commenced Chapter 11 bankruptcy cases (Bankr. N.D. Cal. Case Nos.
15-51771 and 15-51772) in San Jose, California, on May 25, 2015.
The Debtors tapped Thomas A. Vogele, Esq., at Thomas Vogele and
Associates, APC, in Costa Mesa, California, as counsel.
The Official Committee of Unsecured Creditors has retained Michael
A. Sweet, Esq., and Dale L. Bratton, Esq., at Fox Rothschild LLP,
as attorneys.
SARKIS INVESTMENT: Court OKs Stipulation Terminating Receivership
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation terminating receivership in the Chapter 11
case of Sarkis Investments Company, LLC, discharging Patrick
Galentine as receiver, and exonerating the receiver's bond.
The stipulation entered on Sept. 28, 2015, between the Debtor and
MSCI 2007-IQ13 Ontario Retail Limited Partnership received no
opposition or objection. The parties deemed the stipulation timely
because (i) the property has been liquidated; (ii) the Debtor and
MSCI wish to complete the performance of the DPO agreement,
exonerate the receiver's bond; and (ii) discharge the custodian
from his duties as custodian and receiver over the now liquidated
property.
Pursuant to the stipulation, the custodian is authorized and
directed to make these payments to:
a. MSCI, the sum of $1,153,706 pursuant to its settlement with
Debtor-in-Possession in the DPO Agreement;
b. Baker & Hostetler, LLP, the sum of $483,392 on its
administrative expense claim allowed on an interim basis;
c. GlassRatner Advisory & Capital Group LLC, the sum of $24,099
on its administrative expense claim allowed on an interim basis;
d. Frandzel Robins Bloom & Csato LC, the sum of $13,843 on its
administrative expense claim allowed on an interim basis;
e. the Debtor the sum of $85,329 to be deposited by the Debtor
in its DIP bank accounts; and
f. the U.S. Trustee, the sum of $20,000.
The custodian will holdback the sum of $150,000 to pay costs
associated with closing the receivership estate; pay any and all
expenses associated with closing the receivership estate upon
further order of the Court.
The Debtor is represented by:
Ashley M. McDow, Esq.
Michael T. Delaney, Esq.
BAKER & HOSTETLER LLP
11601 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025-0509
Tel: (310) 820-8800
Fax: (310) 820-8859
E-mails: amcdow@bakerlaw.com
mdelaney@bakerlaw.com
About Sarkis Investments Company, LLC
Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013. Sarkis owns
and leases several parcels of commercial real property in Ontario,
California: 3550 Porsche Way; 3640 Porsche Way; 3660 Porsche Way;
3700 Inland Empire Blvd; and 3760 Inland Empire Blvd.
Judge Robert Kwan presides over the case. Pamela Muir signed the
petition as manager. The Debtor estimated assets and debts of at
least $10 million. Ashley M. McDow, Esq., at Baker & Hostetler,
LLP, serves as the Debtor's counsel.
Patrick Galentine was appointed by a state court as receiver for
the Debtor's assets. The receiver is represented by Reed Waddell,
Esq., at Frandzel Robins Bloom & Csato, LC.
MSCI 2007-IQ13 Ontario Retail Limited Partnership, which initiated
the receivership proceedings against Sarkis in state court, is
represented by Ron Oliner, Esq., at Duane Morris LLP.
In April 2014, the Debtor filed a Second Amended Reorganization
Plan and disclosure statement. The Debtors seeks to accomplish
payments under the plan by paying creditors on account of their
allowed claims in full over time from cash flows generated from
future operations or the proceeds from the sale of the Company or
the properties.
SOLAR POWER: Signs 2nd Amendment to Plan of Merger Agreement
------------------------------------------------------------
Solar Power, Inc., SPI Energy Co., Ltd., an exempted company
incorporated under the laws of the Cayman Islands and a wholly
owned subsidiary of the Company, and SPI Merger Sub, Inc. ("Merger
Sub"), a wholly owned subsidiary of SPI Energy, entered into a
second amended and restated agreement and plan of merger and
reorganization to amend and restate the amended and restated
agreement and plan of merger and reorganization entered into on
Sept. 29, 2015.
The amendments made to the Amended and Restated Merger Agreement
provide that holders of issued and outstanding shares of the
Company's common stock (other than any shares of the Company's
common stock that are "Dissenting Shares" as defined therein)
acquired prior to the time when the registration statement on Form
F-4 filed with the Securities and Exchange Commission by SPI Energy
in connection with the offer and issuance of its ordinary shares to
be issued pursuant to the merger becomes effective will receive
American depositary shares representing SPI Energy ordinary shares,
and holders of issued and outstanding shares of the Company's
common stock (other than any shares of the Company's common stock
that are "Dissenting Shares" as defined therein) acquired after the
time the Form F-4 becomes effective will receive SPI Energy
ordinary shares.
A copy of the Second Amended and Restated Agreement and Plan of
Merger and Reorganization by and among Solar Power, Inc., SPI
Energy Co., Ltd. and SPI Merger Sub, Inc. dated Oct. 30, 2015, is
available for free at http://is.gd/Kwh55j
About Solar Power
Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services. Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor. The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.
Solar Power reported a net loss of $5.19 million in 2014, a net
loss of $32.2 million in 2013 and a net loss of $25.4 million in
2012.
As of June 30, 2015, the Company had $731.2 million in total
assets, $420.3 million in total liabilities and $310.8 million in
total equity.
SOLYNDRA LLC: Landlord's Suit Remanded to Calif. State Court
------------------------------------------------------------
Global Kato HF, LLC, filed a motion to dismiss, for lack of subject
matter jurisdiction or for failure to state a claim, the adversary
proceeding commenced by Seagate Technology (US) Holdings, Inc., and
a motion to remand the action initiated by Global Kato against
Seagate in a California state court that was subsequently removed
to the Bankruptcy Court.
In September 2003, Global Kato, as landlord, and Maxtor
Corporation, as tenant, entered into an industrial lease for a
manufacturing facility in Fremont, California. The Lease was for a
term of eight years, ending on September 29, 2011. On December 1,
2006, Maxtor assigned the Lease to Seagate. Shortly thereafter, on
January 24, 2007, Seagate subleased the Premises to Debtor 360
Degree Solar Holdings, Inc. pursuant to a sublease agreement. At
that time, the Debtor also entered into a lease with Global Kato
for a term immediately following the expiration of the Seagate
Lease.
On September 6, 2011, Debtor and its affiliate, Solyndra LLC, filed
chapter 11 bankruptcy petitions. The Debtor also filed a motion to
reject both the Sublease and the Direct Lease. Global Kato and
Seagate both objected to the motion. In settlement of Global Kato's
objection, the Debtor and Global Kato entered into a stipulation
authorizing the rejection.
Under the Stipulation, Global Kato's rejection damages claim was
allowed in the amount of approximately $17.5 million. The
Stipulation further provided that Global Kato would retain and pay
the Debtor's environmental contractor an amount up to $848,318 (the
"Work Cap") to remediate environmental damages at the Premises. In
the Stipulation, Global Kato agreed to credit Seagate up to the
Work Cap for any claims Global Kato may have against Seagate as it
related to the Debtor's occupancy.
On October 22, 2012, the Court entered an order confirming the
Debtor's Amended Joint Plan, which became effective on November 7,
2012. As a component of the Plan, the Solyndra Settlement Trust was
established for the purpose of collecting, liquidating, and
distributing certain of the Debtor's assets.
On March 8, 2013, Global Kato served a demand letter on Seagate
requesting that Seagate: (i) reimburse Global Kato for
environmental closure costs in excess of the Work Cap, (ii) remove
certain equipment from the Premises left behind by the Debtor, and
(iii) pay damages for lost rent caused by the environmental
contamination. In response to the demand letter, Seagate hired its
own firm to complete remediation efforts at the Premises. Seagate
alleged that the remediation of the Premises was completed by
October 2014. Seagate further alleged that because of Global Kato's
gross negligence and commercial unreasonableness, remediation of
the Premises lasted far longer than necessary and resulted in
inflated costs. Seagate contended that under its supervision,
remediation of the Premises was successfully completed at a cost to
Seagate of at least $1.1 million, far less than what Global Kato
proposed.
On April 20, 2015, Seagate filed a complaint in this Court against
Global Kato and the Trust alleging: (1) breach of contract, (2)
equitable indemnity, (3) unjust enrichment, and (4) declaratory
relief. (Adv. 1 at D.I. 1.)
On May 19, 2015, Global Kato filed an action against Seagate for
breach of the Lease in the California Superior Court for the County
of Alameda. In the California Action, Global Kato has alleged the
following causes of action against Seagate: (1) breach of the
Lease, (2) express contractual indemnity, (3) breach of the implied
covenant of good faith, and (4) declaratory relief. On July 9,
2015, Seagate removed the California Action which was thereafter
transferred to this Court.
On May 20, 2015, Global Kato filed a motion to dismiss the claims
against it in the Seagate Complaint, or, in the alternative, to
abstain. In the removed adversary proceeding, Global Kato filed a
motion to remand.
Judge Mary F. Walrath of the United States Bankruptcy Court, D.
Delaware granted Global Kato's Motion to Dismiss Seagate's
Complaint for lack of subject matter jurisdiction of the claims
asserted against Global Kato and granted Global Kato's Motion to
Remand the California Action to the California Superior Court for
Alameda County.
A full-text of the Memorandum Opinion dated October 16, 2015 is
available at http://is.gd/SJ9vj8from Leagle.com.
The case is captioned In re: SOLYNDRA, LLC., et al., Chapter 11,
Debtors. SEAGATE TECHNOLOGY (US) HOLDINGS, INC., Plaintiff, v.
GLOBAL KATO HG, LLC, Defendants. GLOBAL KATO HG, LLC, a California
limited liability company, Plaintiff, v. SEAGATE TECHNOLOGY (US)
HOLDINGS, INC., a Delaware corporation; and DOES 1-10, inclusive,
Defendants, CASE NO. 11-12799 (MFW), ADV. PROC. NO. 15-50268
(MFW)., 15-50925 (MFW).
Seagate Technology (US) Holdings, Inc., Plaintiff, represented by:
G. Larry Engel, Esq. -- lengel@mofo.com -- MORRISON & FOERSTER
LLP, David M. Fournier, Esq. -- fournierd@pepperlaw.com -- PEPPER
HAMILTON, LLP, Mark R. McDonald, Esq. -- mmcdonald@mofo.com --
MORRISON & FOERSTER LLP, Vincent J. Novak Esquire, Esq. --
vesquire@mofo.com -- MORRISON & FOSTER LLP, David B. Stratton, Esq.
-- dstratton@mofo.com -- PEPPER HAMILTON LLP, William F. Tarantino,
Esq. -- wtarantino@mofo.com -- MORRISON & FOERSTER LLP
Global Kato HG, LLC, Defendant, represented by:
Karen C Bifferato, Esq. -- kbifferato@connollygallagher.com --
CONNOLLY GALLAGHER LLP, Kelly M. Conlan, Esq. --
kconlan@connollygallagher.com -- CONNOLLY GALLAGHER LLP, Michael S.
Greger, Esq. -- mgreger@allenmatkins.com -- ALLEN MATKINS GAMBLE
LECK & MALLORY LLP, Alan D. Hearty, Esq. --
ahearty@allenmatkins.com -- ALLEN MATKINS LECK GAMBLE MALLORY &
NATS, Todd E. Whitman, Esq. -- twhitman@allenmatkins.com -- ALLEN
MATKINS LECK GAMBLE MALLORY & NATS
Bonnie Glantz Fatell, in her capacity as Trustee of the Solyndra
Settlement Trust, for and on behalf of the Solyndra Settlement
Trust, Defendant, represented by:
Alan Michael Root, Esq.
BLANK ROME LLP
1201 Market Street
Suite 800
Wilmington, DE 19801
Phone: +1.302.425.6400
Fax: +1.302.425.6464
Email: Root@BlankRome.com
Solyndra Residual Trustee, Trustee, represented by:
James E. O'Neill, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street
17th Floor
Wilmington, DE 19801
Phone: 302.652.4100
Fax: 302.652.4400
Email: joneill@pszjlaw.com
About Solyndra LLC
Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications. The Company had 968 full time employees
and 211 temporary employees. Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.
Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011. Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.
Judge Mary F. Walrath presides over the Debtors' cases. The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser. AlixPartners LLP serves as noticing claims and
balloting agent. Imperial Capital LLC serves as the company's
investment banker and financial adviser. The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation. BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.
The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.
In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.
Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date. The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.
When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.
Solyndra did not receive acceptable offers to buy the business as
a going concern. Two auctions late last year brought in a total
of $8 million. A three-day auction in February generated another
$3.8 million. An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.
Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement. The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.
The TCR reported on Nov. 12, 2012, Bloomberg News said Solyndra
LLC gave formal notice that its reorganization plan was confirmed
and substantially consummated. The amended joint Chapter 11 plan
became effective Nov. 7, according to a court filing that fixed
Jan. 13 as the professional fee bar date and Dec. 7 as the bar for
administrative claims.
SPIRE CORP: Cuts Workforce; Mulls Possible Sale
-----------------------------------------------
Spire Corporation announced a small reduction in force and, due to
insufficient financial support, the suspension of all non-essential
operations until further notice. Certain employees will continue
to work to maintain day-to-day activities.
As previously disclosed, the Company has engaged an investment
banking firm for the purpose of assessing strategic alternatives
for the Company, including, but not limited to, a potential sale of
the Company or certain of its assets.
About Spire Corp
Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.
Spire Corporation reported a net loss of $8.52 million in 2013, as
compared with a net loss of $1.85 million in 2012.
The Company's balance sheet at Sept. 30, 2014, showed
$9.73 million in total assets, $15.6 million in total liabilities,
and a $5.87 million total stockholders' deficit.
McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that
the Company incurred an operating loss from continuing operations
of $8.4 million and cash used in operating activities of
continuing operations was $5.2 million. The Company's credit
agreement with a bank is due to expire on April 30, 2014. These
factors raise substantial doubt about its ability to continue as a
going concern.
STELLAR BIOTECHNOLOGIES: Ernesto Echavarria Reports 17.8% Stake
---------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange Commission
on Oct. 29, 2015, Ernesto Echavarria disclosed that he beneficially
owned 14,613,100 (10,963,100 common shares and 3,650,000 warrants)
of Stellar Biotechnologies, Inc., representing 17.8%, assuming
exercise of the 3,650,000 warrants. A copy of the regulatory
filing is available at:
http://is.gd/6MjLVW
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.
STELLAR BIOTECHNOLOGIES: Shareholders OK Bylaws Amendment
---------------------------------------------------------
Stellar Biotechnologies, Inc., announced that at a special meeting
of shareholders held Oct. 29, 2015, a proposed change to the
Company's Articles (bylaws) was approved by the Company's
shareholders.
The Meeting was held to consider an amendment to the Company's
Articles (bylaws) to increase the quorum requirement for
transaction of business at shareholder meetings to at least
33 1/3%. No other business was conducted at the Meeting.
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.
TAYLOR-WHARTON INT'L: Unsecured Creditors Rip 'Egregious' DIP Loan
------------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that the unsecured
creditors committee in Taylor-Wharton International LLC's Chapter
11 took aim on Oct. 26, 2015, at what it called the cryogenics
company's "egregious" debtor-in-possession financing package,
including a $13 million bankruptcy loan designed to "squeeze every
cent" from the company and push through a quick sale process.
In an objection before the Delaware bankruptcy court, the official
committee of unsecured creditors railed against the proposed
postpetition financing package administered by prepetition lender
Antares Capital LP.
About Taylor-Wharton
Taylor-Wharton International LLC and Taylor-Wharton Cryogenics LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead
Case No. 15-12075) on Oct. 7, 2015. The petition was signed by
Thomas Doherty as chief restructuring officer.
Cryogenics is a leading designer, engineer and manufacturer of
cryogenic equipment designed to transport and store liquefied
atmospheric and hydrocarbon gases. Cryogenics has a single United
States operation in Theodore, Alabama. Cryogenics is the direct
or indirect parent of several foreign non-debtor subsidiaries
which have manufacturing operations in China, Malaysia, Slovakia,
and warehousing operations in Germany and Australia.
The Debtors have engaged Reed Smith LLP as general bankruptcy
counsel, Argus Management Corporation as interim management
services provider, Stifel, Nicolaus & Company, Incorporated and
Miller Buckfire & Company LLC as investment banker and Logan &
Company, Inc., as noticing and claims agent.
The Debtors estimated both assets and liabilities of $100 million
to $500 million. O'Neal Steel Inc. is listed as the largest
unsecured creditor holding a trade claim of $788,815.
Judge Brendan Linehan Shannon is assigned to the case.
THORNTON & CO: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Thornton & Co., Inc., filed with the U.S. Bankruptcy Court for the
District of Connecticut its schedules of assets and liabilities,
disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $29,315,373
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $20,578,812
E. Creditors Holding
Unsecured Priority
Claims $253,700
F. Creditors Holding
Unsecured Non-Priority
Claims $11,400,188
----------- -----------
Total $29,315,373 $32,232,700
A copy of the schedules is available for free at:
http://bankrupt.com/misc/Thornton_Company_110_Aug31SAL.pdf
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.
TRINET HR: S&P Affirms 'B+' Corp. Credit Rating, Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on TriNet HR Corp. The outlook is stable.
At the same time, S&P raised the issue-level rating on the $650
million senior secured credit facility, which consists of a $75
million revolving credit facility, a $375 tranche A, and a $200
million tranche B, to 'BB' from 'BB-'. S&P revised the recovery
rating to '1' from '2', indicating its expectation for very high
(90% to 100%) recovery in the event of a payment default.
S&P estimates that TriNet's adjusted debt outstanding as of
June 30, 2015, was approximately $602.5 million.
The revised recovery and raised the issue-levels rating on its
senior secured credit facility reflect improved recovery prospects
for lenders based on debt prepayment.
"Our ratings on TriNet reflect the company's narrow product focus
in the highly competitive and fragmented professional employer
organization (PEO) industry, its lack of scale, and limited
geographic diversity with all revenues in the U.S.," said Standard
& Poor's credit analyst Peter Deluca. "The ratings also
incorporate the company's good credit metrics, strong cash flow
generation capabilities, and solid market position within the
narrow small-to-medium size business segment of the PEO industry,"
added Mr. Deluca.
TriNet is a relatively small player in the PEO industry, which can
be susceptible to weak economic conditions, high unemployment, or
weak wage growth. S&P believes TriNet has a solid market position
within the small- to medium-size business segment of the PEO
industry but competes against companies that are larger and have
more financial wherewithal. It has achieved its growth largely
through acquisitions, but also has demonstrated it can grow
organically.
TriNet's financial risk profile has improved because of debt
pay-down. The company has reduced debt from a high of about $850
million at Dec. 31, 2013 to approximately $575 million at June 30,
2015. Leverage is currently 3.6x, and S&P believes the company
will maintain a debt leverage ratio of between 2x and 3x and funds
from operations (FFO) to debt between 24% and 28% during the next
two years. These ratios assume that the company does not make
additional large, debt-financed acquisitions. Therefore, S&P has
revised its financial risk assessment on the company to
"significant" from "aggressive."
TWCC HOLDING: S&P Puts 'B' CCR on CreditWatch Developing
--------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings,
including the 'B' corporate credit rating, on Atlanta-based media
company TWCC Holding Corp. on CreditWatch with developing
implications.
The CreditWatch placement follows TWCC's announcement that
International Business Machines Corp. (IBM) has agreed to acquire
its digital assets. The financial terms of the transaction were
not made public. "The CreditWatch placement indicates that we
could affirm, raise, or lower our ratings on TWCC, depending on our
assessment of the impact the transaction could have on the
company's financial and business risk profiles, including its
capital structure, financial policy, and liquidity profile," said
Standard & Poor's credit analyst Khaled Lahlo.
TWCC provides national and local weather data and forecasts across
a wide breadth of distribution platforms (television, the Internet,
and mobile media).
"In resolving the CreditWatch placement, we expect to assess TWCC's
operations and capital structure pro forma for the transaction. We
could affirm the ratings if TWCC's financial measures remain in a
range we believe is consistent with a 'B' rating. We could raise
the ratings if the transaction results in credit measures and a
business risk profile that are more consistent with a higher
rating. Alternatively, we could lower the ratings if the proposed
transaction leads to a meaningful deterioration of the company's
financial risk profile," S&P said.
UNIVERSITY GENERAL: Deadline for Sale or Plan Moved to Dec. 7
-------------------------------------------------------------
University General Health System, Inc., obtained approval from the
U.S. Bankruptcy Court for the Southern District of Texas to enter
into a third amendment to the DIP Credit and Security Agreement
with MidCap Financial Trust, as administrative agent and lender.
To fund the Chapter 11 cases, the Debtors have arranged $16 million
of revolving postpetition financing from MidCap Financial Trust.
Midcap served as prepetition lender of the Debtor and was owed an
unpaid principal amount in excess of $14.8 million, plus interest,
as of Feb. 27, 2015.
To recall, on March 4, 2015, the Court entered an interim order
authorizing the Debtors to obtain secured postpetition financing.
On March 5, 2015, pursuant to the Interim DIP Order, the Debtors,
as borrowers, executed a Debtor in Possession Credit and Security
Agreement with MidCap Financial Trust ("MidCap"), as administrative
agent and a lender ("DIP Credit Agreement"). Under the DIP Credit
Agreement, the Debtors agreed to file an asset sale motion or plan
of reorganization by June 15, 2015 (among other Reorganization
Milestones).
On July 13, 2015, the Court entered a final order authorizing
Secured Post-Petition Financing on a Super Priority Basis Pursuant
to 11 U.S.C. Sec. 363, 364 and 507(b) ("Final DIP Order").
On July 14, 2015, the Debtors and MidCap executed Amendment No. 1
to Debtor in Possession Credit and Security Agreement. As an
accommodation to the Debtors, the parties agreed in the First
Amendment to extend the deadline for the Debtors to file an asset
sale motion or plan of reorganization to Sept. 1, 2015, and
extended other Reorganization Milestones as well. The First
Amendment also (i) provided the Debtors with increased borrowing
availability for periods through Sept. 1, 2015, and (ii) required
the Debtors to engage a chief restructuring officer ("CRO") on or
before Aug. 15, 2015. (The Creditors Committee also was requesting
the appointment of a CRO at the time the First Amendment was
approved.)
On Aug. 31, 2015, the Debtors and MidCap executed Amendment No. 2
to Debtor in Possession Credit and Security Agreement (the "Second
Amendment"). As a further accommodation to the Debtors, the
parties agreed in the Second Amendment, among other things, to
extend the Debtors' deadline to file an asset sale motion or plan
of reorganization to Sept. 15, 2015, and extended the deadline for
the Debtors to engage a CRO to Sept. 15, 2015.
Events of Default have occurred under the DIP Credit Agreement
because the Debtors failed to file an asset sale motion or engage a
CRO by the extended deadlines.
To address the existing Events of Default and requests for
additional accommodations by the Debtors, the Debtors and MidCap
negotiated a proposed Amendment No. 3 to Debtor in Possession
Credit and Security Agreement (the "Third Amendment"). In the
Third Amendment, the parties agree to further extend the deadline
for the Debtors' to file an asset sale motion or plan of
reorganization to Oct. 6, 2015 (as requested by the Debtors).
Further, the deadline for the Debtors to obtain approval of a sale
motion or confirmation of a plan is extended to Nov. 9, 2015, and
the deadline for the sale to close or for a plan to become
effective is extended to Dec. 7, 2015. The parties also agree that
the Debtors will not be required to obtain the appointment of a CRO
unless the Debtors fail to achieve these Reorganization Milestones
(as provided in the Third Amendment).
The Third Amendment provides for an increase of the Success Fee
payable to MidCap (on the back end when the loan matures or
otherwise is terminated) from 3.00% to 4.25% of the Revolving Loan
Commitment Amount plus an additional $3,500 for each day after
Dec. 7, 2015 that the DIP loan has not been repaid in full;
provided, however, in the event that both (i) the Court enters an
order approving an asset sale motion on or before Nov. 9, 2015, and
(ii) on or before Dec. 7, 2015, all obligations under the DIP
Credit Agreement have been indefeasibly paid in full, then a
portion of the Success Fee will be waived, so that the net Success
Fee payable in that event will be 3.75%.
As requested by the Debtors, the Third Amendment provides for
increased borrowing availability through Nov. 9, 2015, but subject
to the limitations on the outstanding principal balance of the DIP
loan stated in Section 6 of the Third Amendment.
Judge Letitia Z. Paul approved the Third Amendment on Oct. 5.
A copy of the Debtors' Motion to Enter into The Third Amendment is
available for free at:
http://bankrupt.com/misc/Univ_Gen_587_3rd_Am_DIP_Motion.pdf
The judge agreed to hold an expedited hearing on Oct. 5 on the
Motion.
CVP DIP Financing
The Debtors in July 2015 sought and obtained approval to enter into
a term sheet for postpetition financing with Credit Value Partners,
LP ("CVP"). The Debtors only sought approval of their decision to
execute the term sheet. The Debtors said they will file a motion
seeking approval of the postpetition financing at a later date.
While the MidCap financing facility under the Final DIP Order is
adequate in the short term, the Debtors said they need additional
time to reach the contemplated milestones in the MidCap facility
and believe such additional time is in the best interest of the
Debtors and their estates. DIP facility proposed in the Term Sheet
would pay off MidCap and increase the Debtor's borrowing capacity
by approximately $4 million. Additionally, it would extend the
timelines for the Debtors' benchmarks to file a motion to sell or a
plan of reorganization.
In order to proceed with CVP, the Term Sheet requires payment of a
$200,000 deposit to be applied to all of CVP's costs associated
with negotiation and documentation of definitive loan documents
(the "Deposit"). The entire amount of the Deposit shall be paid by
Dr. Hassan Chahadeh, the chairman and CEO of the Debtors, directly
to CVP. In the event that the proposed financing is funded, the
Debtors will refund Dr. Chahadeh the Deposit out of the loan
proceeds available at closing.
Emergency Medical Group, LLC d/b/a Elitecare Emergency Center
("EMG"), an unsecured creditor, filed an objection to the Term
Sheet Motion, requesting that the hearing on the Term Sheet be
continued until the appointment of a CRO.
Counsel to the Debtors:
PORTER HEDGES, LLP
Joshua W. Wolfshohl, Esq.
John F. Higgins, Esq.
Aaron J. Power, Esq.
1000 Main Street, 36th Floor
Houston, Texas 77002
Telephone: (713) 226-6000
Facsimile: (713) 226-6248
About University General
University General Health System, Inc., with headquarters in
Houston, Texas, is a multi-specialty health care provider that
delivers concierge physician- and patient-oriented services. UGHS
and its consolidated subsidiaries operate, amongst others, a
general acute care hospital, ambulatory surgical centers,
hyperbaric wound care centers, diagnostic imaging centers,
physical
therapy centers, and senior living centers.
UGHS owns the University General Hospital, a 72-bed, general acute
care hospital in the heart of the Texas Medical Center in Houston,
Texas.
UGHS and its affiliated entities sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on
Feb. 27, 2015. The case is assigned to Judge Letitia Z. Paul. The
Debtor-affiliates are UGHS Autimis Billing, Inc., UGHS Autimis
Coding, Inc., UGHS ER Services, Inc., UGHS Hospitals, Inc., UGHS
Management Services, Inc., UGHS Support Services, Inc., University
General Hospital, LP, and University Hospital Systems, LLP.
The Debtors have tapped John F Higgins, IV, Esq., Aaron James
Power, Esq., and Joshua W. Wolfshohl, Esq., at Porter Hedges LLP,
in Houston, Texas, as counsel. Upshot Services, LLC, is the claims
and noticing agent.
U.S. Trustee Judy A. Robbins formed a nine-member panel of
unsecured creditors in the Chapter 11 cases of the Debtors.
USA DISCOUNTERS: Gets Final Approval to Use Cash Collateral
-----------------------------------------------------------
USA Discounters Ltd. received final approval to use the cash
collateral of its pre-bankruptcy lenders to support its
operations.
The order, issued by U.S. Bankruptcy Judge Christopher Sontchi,
allowed the company to use the cash collateral of its lenders led
by Wells Fargo Bank N.A., which are owed $60 million as of Aug. 24,
2015.
In return for allowing USA Discounters to use their cash
collateral, the lenders will have security interests and liens in
properties owned by the company. They will also get so-called
"superpriority claim," according to the court order.
The order includes language designed to protect the right of USA
Discounters' official committee of unsecured creditors to challenge
the amount owed by the company to its pre-bankruptcy lenders or the
validity of liens held by those lenders.
USA Discounters previously obtained interim approval to use the
cash collateral of its lenders, which provided an $85 million loan
to the company prior to its bankruptcy filing.
A copy of Judge Sontchi's final order and the cash collateral
budget prepared by the company is available for free at:
http://bankrupt.com/misc/USADiscounters_finalccorder.pdf
http://bankrupt.com/misc/USADiscounters_ccbudget.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 estimated $100 million to $500 million in assets
and $50 million to $100 million in liabilities.
On Sept. 1, 2015, the U.S. trustee overseeing the Debtors' cases
appointed five creditors to serve on the official committee of
unsecured creditors. The creditors are Nassimi Realty LLC, Florida
State Games Inc., Demera Gaskins, GGP Limited Partnership, and
Kodiak Properties/Coliseum Partners LLC. The committee is
represented by Kelley Drye & Warren LLP.
VERTICAL COMPUTER: Anticipates Releasing Ploinks for Beta Testing
-----------------------------------------------------------------
Vertical Computer Systems, Inc., has developed a core communication
platform using the Company's proprietary application interface
software based on its mobile web server patent and five other
patent-pending applications, coupled with its Emily broker and
Emily language patents along with its SiteFlash patents.
Both the core of the communications platform and the application
interface software have been completed. The Company has granted
certain exclusive rights (excluding the healthcare and enterprise
markets) to use the core communication platform and the application
interface software for personal private communication in the United
States market to Ploinks, Inc., a subsidiary of the Company. The
exclusive license includes certain performance criteria and a 3%
royalty on gross revenues be paid to the Company. The Company is
building the Ploinks application for Ploinks, Inc. on a contract
basis.
Ploinks version 1.0 was completed by the Company and available for
beta testing a few months ago, but the Company determined it was
more advantageous to add enhanced functionality and instead release
version 1.5 for beta testing. The additional functionality in
Ploinks version 1.5 includes improvements in ease of use and
increases the private content sharing capabilities of its existing
photo sharing features. The Company anticipates releasing Ploinks
for beta testing within 30 days.
About Vertical Computer
Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.
Vertical Computer reported a net loss applicable to common
stockholders of $2.07 million on $7.43 million of total revenues
for the year ended Dec. 31, 2014, compared to a net loss applicable
to common stockholders of $3.08 million on $6.05 million of total
revenues for the year ended Dec. 31, 2013.
As of March 31, 2015, the Company had $1.1 million in total
assets, $18 million in total liabilities, $9.90 million in total
convertible cumulative preferred stock, and a $26.8 million total
stockholders' deficit.
MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company suffered net losses
and has a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern.
VICTORY ENERGY: Incurs $945,000 Net Loss in Third Quarter
---------------------------------------------------------
Victory Energy Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $945,000 on $152,000 of oil and gas revenues for the three
months ended Sept. 30, 2015, compared to a net loss of $660,000 on
$174,000 of oil and gas revenues for the same period during the
prior year.
For the nine months ended Sept. 30, 2015, the Company reported a
net loss of $3.96 million on $551,000 of oil and gas revenues
compared to net income of $192,000 on $606,000 of oil and gas
revenues for the same period in 2014.
As of Sept. 30, 2015, the Company had $1.89 million in total
assets, $4.13 million in total liabilities, and a $2.24 million
total stockholders' deficit.
Commenting on the current commodity pricing climate, near-term
market outlook and the company strategy of growth through
acquisitions, Kenny Hill, chief executive officer of Victory Energy
said, "We believe we had a very respectable quarter despite
extremely punitive commodity pricing environments. We have now
completed three consecutive quarters of depressed commodity prices,
representing the second longest on record of at least 45% peak to
trough. Despite these historic headwinds I remain very impressed
with our team's ability to remain focused and in driving
operational efficiency gains.
Most near and mid-term outlook scenarios from leading analysts are
mixed, with the majority not seeing a marked improvement until the
end of next year. We believe that a continuation of the current
pricing environment, coupled with our proposed $75 million credit
facility from MLV & Co. LLC, should present generational
opportunities to scale our company, and we are prepared to take
advantage of that opportunity.
We have worked diligently with our investment banker to review
several acquisition targets, holding significant proved producing
reserves, limited mandatory development risk and limited lease
expiration exposure. We are actively working with the sellers to
reach agreeable terms and we remain in position to act swiftly and
to act in size as additional opportunities with similar low-risk
profiles present themselves.
The volume of producing, lower-risk acquisition targets has been
increasing in recent weeks, as have broader industry merger and
acquisition transactions. We are expecting this trend to continue
throughout the next several months, providing additional
opportunities for the company.
During this time of depressed commodity prices we have continued to
receive ongoing operations and investment capital from long-time
partner Navitus Energy Group (NEG). This capital has provided
important financial support while we work to complete key
acquisitions. As expected and designed, this partnership with NEG
is a vital part of our success during both high and low commodity
price cycles."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/TUbKQs
About Victory Energy
Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties. Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.
Victory Energy reported a net loss of $4.22 million in 2014
following a net loss of $2.11 million in 2013.
Weaver and Tidwell, L.L.P., in Houston, Texas, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has
experienced recurring losses since its inception and has an
accumulated deficit, which raise substantial doubt regarding the
Company's ability to continue as a going concern.
VIGGLE INC: Borrows Additional $600,000 from Sillerman
------------------------------------------------------
As previously disclosed by Viggle Inc. in a Form 8-K filed on
June 12, 2015, Sillerman Investment Company IV, LLC., an affiliate
of Robert F.X. Sillerman, the Company's executive chairman and
chief executive officer, agreed to provide a Line of Credit to the
Company of up to $10,000,000. On Oct. 30, 2015, the Company
borrowed an additional $600,000 under the Line of Credit.
About Viggle
New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system. Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.
Viggle reported a net loss attributable to common stockholders of
$78.9 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.
W.P. GLIMCHER: Moody's Cuts Preferred Stock Rating to Ba1
---------------------------------------------------------
Moody's Investors Service has downgraded the senior unsecured and
issuer ratings of Washington Prime Group, L.P., the operating
subsidiary of WP Glimcher Inc. (WPG), to Baa3 from Baa2. Moody's
also downgraded WPG's preferred stock rating to Ba1 from Baa3. The
outlook has been revised to stable from negative.
The following ratings were downgraded with a stable outlook:
Washington Prime Group, L.P. -- senior unsecured debt to Baa3 from
Baa2; issuer rating to Baa3 from Baa2
W.P. Glimcher Inc. -- preferred stock to Ba1 from Baa3
RATINGS RATIONALE
The ratings downgrade reflects WPG's weakened credit metrics
following its merger with Glimcher, which are expected to persist
over the intermediate term. Moody's notes the retail REIT's higher
leverage, with Net Debt/EBITDA about 6.9x (including pro rata share
of unconsolidated JVs), which is above its targeted range of
6.0x-6.5x.
Same-store NOI growth has been flat year to date, as the REIT works
to regain occupancy lost due to tenant bankruptcies in its mall
portfolio earlier this year. De-levering is expected to come via
cash flow growth, as the REIT improves occupancy, continues
investment in its redevelopment program, and recognizes cost
savings and revenue synergies from the integration of the Glimcher
platform. Moody's expects de-leveraging will take time, with
notable improvement not seen until the latter part of 2017.
Moody's views WPG's liquidity as adequate, although the REIT will
be reliant on external capital over the next few years to refinance
upcoming debt maturities and fund its redevelopment program. WPG
had $434 million drawn on its $900 million unsecured revolver as of
2Q15. Upcoming debt maturities include $307 million due in 2016 and
$203 million due in 2017, including all extension options. The REIT
also has a $500 million term loan that matures in 2016, but then
has three one-year extension options.
WPG's Baa3 rating reflects its substantial size, in a sector where
scale offers significant advantages, particularly with respect to
leasing and redevelopment opportunities. Another key strength is
its presence across multiple segments of retail, with its mix of
malls (78% of NOI) and community centers (22% of NOI) enabling it
to employ a wide range of strategies in order to maximize
profitability. WPG's community center portfolio is of high quality,
and its mall portfolio improved with the Glimcher merger, although
we remain concerned about a portion of its legacy mall portfolio.
Fixed charge coverage is strong at 3.3x for 2Q15, which provides
cushion to absorb potential stresses that could arise from the
weaker malls.
The stable outlook reflects Moody's expectation that WPG will
steadily grow its core operating income, while improving the
quality of its portfolio without increasing leverage.
A rating upgrade would likely reflect Net Debt/EBITDA below 6x,
secured debt below 20% of gross assets, and fixed charge coverage
closer to 4x, all on a consistent basis. Enhancing the productivity
of existing centers, as measured by improving sales per square foot
trends and solid NOI growth trends over several quarters would also
be positive for the ratings. A downgrade would likely reflect Net
Debt/EBITDA above 7.0x or fixed charge coverage below 2.7x. Any
liquidity challenges arising from refinancing upcoming maturities
would also result in a downgrade.
The last rating action for WP Glimcher Inc. was on June 5, 2015,
when Moody's assigned a Baa3 rating to the REIT's preferred stock.
WP Glimcher (NYSE: WPG) is a retail REIT that owns and manages 121
shopping centers totaling more than 68 million square feet across
the United States. Gross assets stood at almost $8 billion as of
2Q15.
WESTMORELAND COAL: M. Wartell, et al., Hold 6.3% Stake
------------------------------------------------------
Michael J. Wartell, et al., disclosed in a Schedule 13D filed with
the Securities and Exchange Commission that as of Oct. 30, 2015,
they beneficially own 1,136,369 shares of common stock of
Westmoreland Coal Company, representing 6.3 percent of the shares
outstanding.
On Oct. 30, 2015, the Reporting Persons sent to the independent
directors of the Company a letter addressing concerns and proposing
solutions with respect to the Company's communication with
shareholders and capital allocation policy. The letter stated the
Reporting Persons' strong belief that the Company should commence a
stock buyback program and requested that the Reporting Persons be
given the right to designate two members of the Company's board of
directors.
A copy of the regulatory filing is available at:
http://is.gd/eBorVz
About Westmoreland Coal
Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States. The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas. Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.
Westmoreland Coal Company reported a net loss applicable to common
shareholders of $173 million in 2014, a net loss applicable to
common shareholders of $6.05 million in 2013 and a net loss
applicable to common shareholders of $8.58 million in 2012.
As of June 30, 2015, the Company had $1.7 billion in total assets,
$2.2 billion in total liabilities and a $423 million total
deficit.
* * *
As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating
Services raised its corporate credit rating on Westmoreland Coal
Co. one-notch to 'B' from 'B-'. "The stable outlook is supported
by Westmoreland's committed sales position over the next year,
which should result in stable cash flows," said Standard & Poor's
credit analyst Chiza Vitta.
Moody's upgraded the corporate family rating (CFR) of Westmoreland
Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to the
company's proposed new $300 million First Lien Term Loan, the TCR
reported on Nov. 20, 2014. The upgrade of the CFR reflects the
company's successful integration of the Canadian mines acquired in
April 2014, and Moody's expectation that the company's Debt/ EBITDA
will track at around 5x in 2015 and 2016 and that the company will
be break-even to modestly free cash flow positive over the same
time period.
YRC WORLDWIDE: Posts $19.8 Million Net Income for Third Quarter
---------------------------------------------------------------
YRC Worldwide Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $19.8 million on $1.24 billion of operating revenue for the
three months ended Sept. 30, 2015, compared to net income of $1.2
million on $1.32 billion of operating revenue for the same period
in 2014.
For the nine months ended Sept. 30, 2015, the Company reported net
income of $24.2 million on $3.68 billion of operating revenue
compared to a net loss of $73.9 million on $3.85 billion of
operating revenue for the same period a year ago.
As of Sept. 30, 2015, the Company had $1.96 billion in total
assets, $2.39 billion in total liabilities and a $427 million total
shareholders' deficit.
"During the third quarter of this year, we continued to stay
committed to our strategy of placing pricing improvements and
profitability ahead of tonnage growth," said James Welch, chief
executive officer of YRC Worldwide. "We stayed focused, we stayed
disciplined, we invested in our people and we invested in the
business. As a result, operating, financial and safety performance
improved. We are pleased to see the positive results of
successfully implementing our strategy and staying the course, and
we plan to continue focusing on operational improvements while
reinvesting back into our people, equipment and technology,"
concluded Welch.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/smRQdj
About YRC Worldwide
Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services. These
services include global, national and regional transportation as
well as logistics.
YRC Worldwide reported a net loss attributable to common
shareholders of $85.8 million in 2014, a net loss attributable to
common shareholders of $83.6 million in 2013 and a net loss
attributable to common shareholders of $140.4 million in 2012.
* * *
As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
had upgraded the Corporate Family Rating for YRC Worldwide from
'Caa3' to 'B3', following the successful closing of its refinancing
transactions.
In the Aug. 11, 2015, TCR report, Standard & Poor's Ratings
Services said that it has raised its corporate credit rating on
Overland, Kan.-based less-than-truckload (LTL) trucking company YRC
Worldwide to 'B-' from 'CCC+'.
"The upgrade reflects YRC's earnings growth and improved liquidity
position, along with our belief that gradual improvement in the
company's operating performance will result in credit measures that
are commensurate with the rating," said Standard & Poor's credit
analyst Michael Durand.
Z'TEJAS SCOTTSDALE: Court Directs Joint Administration of Cases
---------------------------------------------------------------
The Bankruptcy Court for the District of Arizona, in an amended
order, directed the (i) joint administration of the Chapter 11
cases of Z'Tejas Scottsdale, LLC, et al., under Case No.
15-bk-09178; (ii) the transfer of assignment of cases to same
judge; and (iii) use of a consolidated caption.
Based in Scottsdale, Arizona, Z'Tejas Scottsdale, LLC, et al.,
operate 9 Z'Tejas, Z'Tejas Southwestern Grill and Taco Guild
restaurants within the United States. The restaurant chain was
founded in 1989 by Larry Foels and Guy Villavso. Z'Tejas boasts
of
exceptional and innovative food and a unique look at each location
to provide a "non-chain feel". Five restaurants are in Arizona,
three are in Austin, Texas, and one in Costa Mesa, California.
The
company has 300 full time employees and 425 part-time employees.
Z'Tejas Scottsdale and its affiliates sought Chapter 11 protection
(Bankr. D. Ariz. Lead Case No. 15-09178) in Phoenix on July 22,
2015. The cases are assigned to Judge Paul Sala.
The Debtors have tapped Nussbaum Gillis & Dinner, P.C., and
Pachulski Stang Ziehl & Jones LLP as attorneys, and Mastodon
Ventures, Inc., as investment banker.
Lender Cornbread Ventures, LP, is represented by Jordan A. Kroop,
Esq., at Perkins Coie LLP, in Phoenix, Arizona.
The U.S. trustee overseeing the Debtors' bankruptcy cases
appointed
Farmers Insurance Company and The Wasserstrom Company to serve on
the official committee of unsecured creditors. Schneider &
Onofry,
P.C. represents the committee.
Z'TEJAS SCOTTSDALE: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Z'Tejas Scottsdale, LLC, filed with the U.S. Bankruptcy Court for
the District of Arizona its schedules of assets and liabilities,
disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $250,775
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $10,134,037
E. Creditors Holding
Unsecured Priority
Claims $14,750
F. Creditors Holding
Unsecured Non-Priority
Claims $19,405
----------- -----------
Total $250,775 $10,168,192
A copy of the schedules is available for free at:
http://bankrupt.com/misc/ZTejasScottsdale_102_Aug12SAL.pdf
Based in Scottsdale, Arizona, Z'Tejas Scottsdale, LLC, et al.,
operate 9 Z'Tejas, Z'Tejas Southwestern Grill and Taco Guild
restaurants within the United States. The restaurant chain was
founded in 1989 by Larry Foels and Guy Villavso. Z'Tejas boasts
of
exceptional and innovative food and a unique look at each location
to provide a "non-chain feel". Five restaurants are in Arizona,
three are in Austin, Texas, and one in Costa Mesa, California.
The
company has 300 full time employees and 425 part-time employees.
Z'Tejas Scottsdale and its affiliates sought Chapter 11 protection
(Bankr. D. Ariz. Lead Case No. 15-09178) in Phoenix on July 22,
2015. The cases are assigned to Judge Paul Sala.
The Debtors have tapped Nussbaum Gillis & Dinner, P.C., and
Pachulski Stang Ziehl & Jones LLP as attorneys, and Mastodon
Ventures, Inc., as investment banker.
Lender Cornbread Ventures, LP, is represented by Jordan A. Kroop,
Esq., at Perkins Coie LLP, in Phoenix, Arizona.
The U.S. trustee overseeing the Debtors' bankruptcy cases
appointed
Farmers Insurance Company and The Wasserstrom Company to serve on
the official committee of unsecured creditors. Schneider &
Onofry,
P.C. represents the committee.
Z'TEJAS SCOTTSDALE: Mastodon Ventures OK'd as Investment Banker
---------------------------------------------------------------
The Hon. Paul Sala of U.S. Bankruptcy Court for the District of
Arizona authorized Z'Tejas Scottsdale, LLC, et al., to employ
Mastodon Ventures, Inc., as investment banker and financial
advisor.
The Court also approved that for its financial advisory services,
Mastodon will be compensated in an amount up to $25,000 per month
for the months of August, September, and October 2015; and for its
investment banking services, Mastodon's compensation will not be
fixed by the terms in the engagement letter, instead, Mastodon will
file a fee application seeking compensation that is commensurate
with the services provided after the Petition Date.
On Oct. 13, the Official Committee of Unsecured Creditors
supplemented its objection to the Debtors' application to employ
Mastodon, stating that the engagement agreement dated March 6,
2015, calls for the payment of a non-refundable engagement fee of
$100,000. The Committee objected to any compensation of Mastodon
at proposed $25,000 monthly fee amount beyond the Sept. 25 sale
hearing. The Committee believes that Mastodon's compensation for
financial advisor services must not exceed $50,000.
The Committee, in its original limited objection, stated that it
has concerns about certain terms of the proposed engagement of
Mastodon. The Committee said that the application and engagement
letter outline a proposed fee structure which includes (i) a
$25,000 monthly fee and (ii) a 3% transaction fee. The Committee
is concerned about the reasonableness of the compensation,
particularly in the absence of a competitive auction sale. Taking
the fee structure at face value, together with the prepetition
amounts, the proposed fee structure might, for example, yield
overall compensation to Mastodon of approximately $312,000
($150,000 prepetition amount, plus $112,000 transaction fee and
$50,000 in monthly Fees) even if Mastodon does little further or
its work does not produce any other bids.
The Debtors, in a supplemental memorandum of law in support of the
application, said that the Debtors' employment of Mastodon in the
cases is vital. First, the Debtors cannot market and sell their
assets without the assistance of Mastodon. Second, the Debtors do
not have the workforce necessary to operate the Debtors' day-to-day
operations and also attend to the day-to-day requirements relating
to the restructuring and administration of the chapter 11 cases.
About Z'Tejas Scottsdale
Based in Scottsdale, Arizona, Z'Tejas Scottsdale, LLC, et al.,
operate 9 Z'Tejas, Z'Tejas Southwestern Grill and Taco Guild
restaurants within the United States. The restaurant chain was
founded in 1989 by Larry Foels and Guy Villavso. Z'Tejas boasts of
exceptional and innovative food and a unique look at each location
to provide a "non-chain feel". Five restaurants are in Arizona,
three are in Austin, Texas, and one in Costa Mesa, California. The
company has 300 full time employees and 425 part-time employees.
Z'Tejas Scottsdale and its affiliates sought Chapter 11 protection
(Bankr. D. Ariz. Lead Case No. 15-09178) in Phoenix on July 22,
2015. The cases are assigned to Judge Paul Sala.
The Debtors have tapped Nussbaum Gillis & Dinner, P.C., and
Pachulski Stang Ziehl & Jones LLP as attorneys, and Mastodon
Ventures, Inc., as investment banker.
Lender Cornbread Ventures, LP, is represented by Jordan A. Kroop,
Esq., at Perkins Coie LLP, in Phoenix, Arizona.
The U.S. trustee overseeing the Debtors' bankruptcy cases appointed
Farmers Insurance Company and The Wasserstrom Company to serve on
the official committee of unsecured creditors. Schneider & Onofry,
P.C. represents the committee.
ZAK HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: ZAK Holdings, LLC
443 Monteagle Trace
Stone Mountain, GA 30087
Case No.: 15-70741
Chapter 11 Petition Date: October 29, 2015
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Judge: Hon. Ray C. Mullins
Debtor's Counsel: Leslie M. Pineyro, Esq.
JONES AND WALDEN, LLC
21 Eighth Street, NE
Atlanta, GA 30309
Tel: (404) 564-9300
Fax: 404-564-9301
Email: lpineyro@joneswalden.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Zakiatu Swaray-Rowe, member and
manager.
A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb15-70741.pdf
[*] Fed Reserve Nears Rollout of Largest Bank Bail-In Proposal
--------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reported that the Federal
Reserve said on Oct. 23, 2015, it will release a long-awaited
proposal to require the largest banks to maintain an extra layer of
capital that could be used, without a government bailout, to prop
up a failing financial institution in a crisis.
The Fed said it would release at an open meeting scheduled for Oct.
30 in a sunshine notice, a proposal that would see the largest bank
holding companies maintain enough assets that can be sold off
quickly, including liquid bonds and other unsecured debt.
[*] U.S. Bank Asks Supreme Court to Review Attorney Fee Ruling
--------------------------------------------------------------
Emily Field at Bankruptcy Law360 reported that U.S. Bank National
Association urged the U.S. Supreme Court to review a precedential
Eleventh Circuit decision putting those who file involuntary
bankruptcies on the hook for attorneys' fees and costs if the case
is dismissed, saying the decision is at odds with high court
precedent.
In a petition for a writ of certiorari filed Oct. 15, U.S. Bank
said that the Eleventh Circuit's decision that former debtor Maury
Rosenberg is entitled to attorneys' fees and costs he incurred
while fighting the involuntary petition.
[^] BOND PRICING: For the Week from October 26 to 30, 2015
----------------------------------------------------------
Company Ticker Coupon Bid Price Maturity Date
------- ------ ------ --------- -------------
ACE Cash Express Inc AACE 11.000 40.000 2/1/2019
ACE Cash Express Inc AACE 11.000 37.650 2/1/2019
AM Castle & Co CAS 7.000 57.375 12/15/2017
Affinion
Investments LLC AFFINI 13.500 45.000 8/15/2018
Alpha Appalachia
Holdings Inc ANR 3.250 6.530 8/1/2015
Alpha Natural
Resources Inc ANR 9.750 2.950 4/15/2018
Alpha Natural
Resources Inc ANR 6.000 3.299 6/1/2019
Alpha Natural
Resources Inc ANR 6.250 3.500 6/1/2021
Alpha Natural
Resources Inc ANR 7.500 6.500 8/1/2020
Alpha Natural
Resources Inc ANR 3.750 2.000 12/15/2017
Alpha Natural
Resources Inc ANR 4.875 3.500 12/15/2020
Alpha Natural
Resources Inc ANR 7.500 7.000 8/1/2020
Alpha Natural
Resources Inc ANR 7.500 6.500 8/1/2020
Alta Mesa
Holdings LP / Alta
Mesa Finance
Services Corp ALTMES 9.625 47.500 10/15/2018
American Eagle
Energy Corp AMZG 11.000 19.375 9/1/2019
American Eagle
Energy Corp AMZG 11.000 19.375 9/1/2019
Anheuser-Busch
InBev Worldwide Inc ABIBB 9.750 99.000 11/17/2015
Arch Coal Inc ACI 7.000 0.250 6/15/2019
Arch Coal Inc ACI 7.250 1.417 6/15/2021
Arch Coal Inc ACI 9.875 0.491 6/15/2019
Arch Coal Inc ACI 7.250 2.774 10/1/2020
Arch Coal Inc ACI 8.000 6.750 1/15/2019
Arch Coal Inc ACI 8.000 11.645 1/15/2019
BPZ Resources Inc BPZR 8.500 9.050 10/1/2017
BPZ Resources Inc BPZR 6.500 10.250 3/1/2015
BPZ Resources Inc BPZR 6.500 8.000 3/1/2049
Basic Energy
Services Inc BAS 7.750 39.864 2/15/2019
Caesars Entertainment
Operating Co Inc CZR 10.000 30.250 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 6.500 38.000 6/1/2016
Caesars Entertainment
Operating Co Inc CZR 12.750 29.750 4/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.750 43.000 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.000 30.750 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.750 12.250 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.000 30.125 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.000 28.625 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.750 29.500 2/1/2016
Caesars Entertainment
Operating Co Inc CZR 10.000 30.125 12/15/2018
Champion
Enterprises Inc CHB 2.750 0.250 11/1/2037
Chaparral Energy Inc CHAPAR 9.875 37.500 10/1/2020
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Claire's Stores Inc CLE 8.875 40.650 3/15/2019
Claire's Stores Inc CLE 7.750 31.500 6/1/2020
Claire's Stores Inc CLE 10.500 59.980 6/1/2017
Claire's Stores Inc CLE 7.750 30.375 6/1/2020
Cliffs Natural
Resources Inc CLF 5.950 52.050 1/15/2018
Cliffs Natural
Resources Inc CLF 5.900 31.800 3/15/2020
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.750 9.000 11/15/2017
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.750 3.550 11/15/2017
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.750 3.550 11/15/2017
Community Choice
Financial Inc CCFI 10.750 29.000 5/1/2019
Comstock Resources Inc CRK 7.750 24.300 4/1/2019
Comstock Resources Inc CRK 9.500 27.266 6/15/2020
Constellation
Enterprises LLC CONENT 10.625 72.500 2/1/2016
Constellation
Enterprises LLC CONENT 10.625 62.625 2/1/2016
Dendreon Corp DNDN 2.875 71.625 1/15/2016
Dow Chemical Co/The DOW 2.350 100.000 5/15/2020
Dow Chemical Co/The DOW 3.550 99.900 5/15/2024
EPL Oil & Gas Inc EXXI 8.250 32.000 2/15/2018
EXCO Resources Inc XCO 7.500 28.655 9/15/2018
EXCO Resources Inc XCO 8.500 24.000 4/15/2022
Emerald Oil Inc EOX 2.000 30.050 4/1/2019
Endeavour
International Corp END 12.000 6.000 3/1/2018
Endeavour
International Corp END 12.000 6.000 3/1/2018
Endeavour
International Corp END 12.000 6.000 3/1/2018
Energy & Exploration
Partners Inc ENEXPR 8.000 15.500 7/1/2019
Energy & Exploration
Partners Inc ENEXPR 8.000 13.750 7/1/2019
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future
Holdings Corp TXU 9.750 32.750 10/15/2019
Energy Future
Intermediate Holding
Co LLC / EFIH
Finance Inc TXU 10.000 2.375 12/1/2020
Energy Future
Intermediate Holding
Co LLC / EFIH
Finance Inc TXU 10.000 2.211 12/1/2020
Energy Future
Intermediate Holding
Co LLC / EFIH
Finance Inc TXU 6.875 2.211 8/15/2017
Energy XXI Gulf
Coast Inc EXXI 9.250 27.007 12/15/2017
Energy XXI Gulf
Coast Inc EXXI 7.500 20.250 12/15/2021
Energy XXI Gulf
Coast Inc EXXI 6.875 21.236 3/15/2024
Energy XXI Gulf
Coast Inc EXXI 7.750 21.966 6/15/2019
FBOP Corp FBOPCP 10.000 1.843 1/15/2009
FairPoint
Communications
Inc/Old FRP 13.125 1.879 4/2/2018
Fleetwood
Enterprises Inc FLTW 14.000 3.557 12/15/2011
GT Advanced
Technologies Inc GTAT 3.000 16.600 10/1/2017
GT Advanced
Technologies Inc GTAT 3.000 15.750 12/15/2020
Getty Images Inc GYI 7.000 31.250 10/15/2020
Getty Images Inc GYI 7.000 31.200 10/15/2020
Goodman Networks Inc GOODNT 12.125 34.986 7/1/2018
Goodrich
Petroleum Corp GDP 8.875 19.000 3/15/2019
Goodrich
Petroleum Corp GDP 5.000 18.000 10/1/2032
Goodrich
Petroleum Corp GDP 8.875 40.000 3/15/2018
Goodrich
Petroleum Corp GDP 5.000 6.000 10/1/2029
Goodrich
Petroleum Corp GDP 8.875 57.000 3/15/2018
Goodrich
Petroleum Corp GDP 8.875 18.250 3/15/2019
Goodrich
Petroleum Corp GDP 8.875 18.250 3/15/2019
Gymboree Corp/The GYMB 9.125 30.870 12/1/2018
Halcon Resources Corp HKUS 9.750 34.250 7/15/2020
Halcon Resources Corp HKUS 8.875 33.563 5/15/2021
Halcon Resources Corp HKUS 9.250 33.500 2/15/2022
Hercules Offshore Inc HERO 8.750 19.750 7/15/2021
Hercules Offshore Inc HERO 6.750 21.125 4/1/2022
Hercules Offshore Inc HERO 7.500 16.750 10/1/2021
Hercules Offshore Inc HERO 10.250 19.750 4/1/2019
Hercules Offshore Inc HERO 8.750 19.875 7/15/2021
Hercules Offshore Inc HERO 6.750 21.125 4/1/2022
Hercules Offshore Inc HERO 7.500 16.750 10/1/2021
Hercules Offshore Inc HERO 10.250 19.750 4/1/2019
Hewlett-Packard Co HPQ 2.600 102.001 9/15/2017
Hewlett-Packard Co HPQ 3.000 101.850 9/15/2016
Hewlett-Packard Co HPQ 2.650 101.096 6/1/2016
Hewlett-Packard Co HPQ 5.500 108.630 3/1/2018
Hewlett-Packard Co HPQ 3.300 102.837 12/9/2016
Hewlett-Packard Co HPQ 5.400 106.339 3/1/2017
Horsehead Holding Corp ZINC 3.800 45.000 7/1/2017
Interactive Network
Inc / FriendFinder
Networks Inc FFNT 14.000 56.250 12/20/2018
Key Energy
Services Inc KEG 6.750 30.000 3/1/2021
Las Vegas Monorail Co LASVMC 5.500 5.000 7/15/2019
Lehman Brothers
Holdings Inc LEH 4.000 6.125 4/30/2009
Lehman Brothers
Holdings Inc LEH 5.000 6.125 2/7/2009
Lehman Brothers Inc LEH 7.500 6.000 8/1/2026
Linc USA GP / Linc
Energy Finance
USA Inc LNCAU 12.500 5.000 10/31/2017
Linc USA GP / Linc
Energy Finance
USA Inc LNCAU 12.500 4.770 10/31/2017
Linn Energy LLC /
Linn Energy
Finance Corp LINE 8.625 26.250 4/15/2020
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.500 27.615 5/15/2019
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.250 23.750 11/1/2019
Linn Energy LLC /
Linn Energy
Finance Corp LINE 7.750 23.980 2/1/2021
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.500 22.000 9/15/2021
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.250 23.125 11/1/2019
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.250 23.125 11/1/2019
MF Global Holdings Ltd MF 6.250 12.000 8/8/2016
MF Global Holdings Ltd MF 3.375 12.000 8/1/2018
MF Global Holdings Ltd MF 9.000 12.000 6/20/2038
MModal Inc MODL 10.750 10.125 8/15/2020
Magnetation LLC /
Mag Finance Corp MAGNTN 11.000 25.000 5/15/2018
Magnetation LLC /
Mag Finance Corp MAGNTN 11.000 24.750 5/15/2018
Magnetation LLC /
Mag Finance Corp MAGNTN 11.000 24.750 5/15/2018
Magnum Hunter
Resources Corp MHR 9.750 39.955 5/15/2020
Metropolitan
Baptist Church METBC 8.400 9.813 6/15/2021
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 18.250 10/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 9.250 25.015 6/1/2021
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 18.000 10/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 18.000 10/1/2020
Molycorp Inc MCP 10.000 5.250 6/1/2020
Molycorp Inc MCP 5.500 0.680 2/1/2018
Murray Energy Corp MURREN 11.250 27.000 4/15/2021
Murray Energy Corp MURREN 9.500 25.375 12/5/2020
Murray Energy Corp MURREN 11.250 26.500 4/15/2021
Murray Energy Corp MURREN 9.500 25.375 12/5/2020
Navient Corp NAVI 2.220 95.880 12/15/2015
Navient Corp NAVI 2.220 95.880 12/15/2015
New Gulf Resources
LLC/NGR Finance Corp NGREFN 12.250 31.250 5/15/2019
New Gulf Resources
LLC/NGR Finance Corp NGREFN 12.250 31.000 5/15/2019
New Gulf Resources
LLC/NGR Finance Corp NGREFN 12.250 27.625 5/15/2019
Nine West Holdings Inc JNY 6.875 38.400 3/15/2019
Noranda Aluminum
Acquisition Corp NOR 11.000 23.780 6/1/2019
Nuverra Environmental
Solutions Inc NES 9.875 53.795 4/15/2018
OMX Timber Finance
Investments II LLC OMX 5.540 12.800 1/29/2020
Peabody Energy Corp BTU 6.000 19.000 11/15/2018
Peabody Energy Corp BTU 10.000 27.000 3/15/2022
Peabody Energy Corp BTU 6.250 14.500 11/15/2021
Peabody Energy Corp BTU 6.500 15.889 9/15/2020
Peabody Energy Corp BTU 4.750 8.725 12/15/2041
Peabody Energy Corp BTU 7.875 15.816 11/1/2026
Peabody Energy Corp BTU 10.000 27.500 3/15/2022
Peabody Energy Corp BTU 6.000 89.000 11/15/2018
Peabody Energy Corp BTU 6.000 17.000 11/15/2018
Peabody Energy Corp BTU 6.250 14.375 11/15/2021
Peabody Energy Corp BTU 6.250 14.375 11/15/2021
Penn Virginia Corp PVA 8.500 27.550 5/1/2020
Penn Virginia Corp PVA 7.250 25.575 4/15/2019
Permian Holdings Inc PRMIAN 10.500 41.250 1/15/2018
Permian Holdings Inc PRMIAN 10.500 40.875 1/15/2018
Powerwave
Technologies Inc PWAV 3.875 0.250 10/1/2027
Powerwave
Technologies Inc PWAV 2.750 0.274 7/15/2041
Powerwave
Technologies Inc PWAV 3.875 0.250 10/1/2027
Powerwave
Technologies Inc PWAV 1.875 0.250 11/15/2024
Powerwave
Technologies Inc PWAV 1.875 0.250 11/15/2024
Prospect Holding
Co LLC / Prospect
Holding Finance Co PRSPCT 10.250 52.500 10/1/2018
Prospect Holding
Co LLC / Prospect
Holding Finance Co PRSPCT 10.250 38.060 10/1/2018
Quicksilver
Resources Inc KWKA 9.125 6.750 8/15/2019
Quicksilver
Resources Inc KWKA 11.000 6.750 7/1/2021
Quiksilver Inc /
QS Wholesale Inc ZQK 10.000 8.500 8/1/2020
RAAM Global Energy Co RAMGEN 12.500 8.500 10/1/2015
Sabine Oil & Gas Corp SOGC 7.250 14.250 6/15/2019
Sabine Oil & Gas Corp SOGC 9.750 9.500 2/15/2017
Sabine Oil & Gas Corp SOGC 7.500 14.750 9/15/2020
Sabine Oil & Gas Corp SOGC 7.500 13.250 9/15/2020
Sabine Oil & Gas Corp SOGC 7.500 13.250 9/15/2020
Samson Investment Co SAIVST 9.750 1.500 2/15/2020
SandRidge Energy Inc SD 7.500 23.870 3/15/2021
SandRidge Energy Inc SD 8.125 22.500 10/15/2022
SandRidge Energy Inc SD 8.750 24.750 1/15/2020
SandRidge Energy Inc SD 7.500 23.250 2/15/2023
SandRidge Energy Inc SD 8.125 24.000 10/16/2022
SandRidge Energy Inc SD 7.500 25.320 2/16/2023
SandRidge Energy Inc SD 7.500 23.625 3/15/2021
SandRidge Energy Inc SD 7.500 23.625 3/15/2021
Sequa Corp SQA 7.000 52.650 12/15/2017
Sequa Corp SQA 7.000 52.375 12/15/2017
SquareTwo
Financial Corp SQRTW 11.625 64.250 4/1/2017
Swift Energy Co SFY 7.875 26.000 3/1/2022
Swift Energy Co SFY 7.125 28.500 6/1/2017
Swift Energy Co SFY 8.875 28.000 1/15/2020
TMST Inc THMR 8.000 15.950 5/15/2013
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 49.000 2/15/2018
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 49.000 2/15/2018
Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 11.500 33.750 10/1/2020
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15.000 8.750 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.500 9.500 11/1/2016
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 11.500 37.750 10/1/2020
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15.000 9.500 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.500 8.375 11/1/2016
Venoco Inc VQ 8.875 17.600 2/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 18.500 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 22.750 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.375 16.576 8/1/2016
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 12.900 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 13.000 9.000 8/1/2020
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 8.750 10.600 2/1/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 22.375 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 12.625 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 12.625 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 22.375 1/15/2019
Walter Energy Inc WLTG 9.500 30.250 10/15/2019
Walter Energy Inc WLTG 11.000 2.500 4/1/2020
Walter Energy Inc WLTG 8.500 0.250 4/15/2021
Walter Energy Inc WLTG 9.500 30.625 10/15/2019
Walter Energy Inc WLTG 9.500 30.625 10/15/2019
Walter Energy Inc WLTG 11.000 2.790 4/1/2020
Walter Energy Inc WLTG 9.500 30.625 10/15/2019
Warren Resources Inc WRES 9.000 20.500 8/1/2022
Warren Resources Inc WRES 9.000 22.750 8/1/2022
Warren Resources Inc WRES 9.000 22.750 8/1/2022
iHeartCommunications
Inc IHRT 10.000 52.100 1/15/2018
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
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are not intended to reflect actual trades. Prices for actual
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Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
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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
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On Thursdays, the TCR delivers a list of recently filed
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liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
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Each Friday's edition of the TCR includes a review about a book of
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Monthly Operating Reports are summarized in every Saturday edition
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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.
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*** End of Transmission ***