/raid1/www/Hosts/bankrupt/TCR_Public/151118.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, November 18, 2015, Vol. 19, No. 322
Headlines
530 PORCHTOWN ROAD: Case Summary & 8 Top Unsecured Creditors
ALLIED SYSTEMS: Gets Approval to Sell Memphis Property for $340K
AMANS HOSPITALITY: Voluntary Chapter 11 Case Summary
AMERICAN AGENCIES: Court Issues Joint Administration Order
AMERICAN EQUITY: Fitch Affirms 'BB-' Rating on 2021 Unsecured Notes
AMERICAN NATURAL: Amends Schedule of Unsecured Creditors
AMERICAN NATURAL: Has Court Authority to Hire Andrew Reckles as CRO
AMERICAN NATURAL: M. Farley Loses Bid for Partial Summary Judgment
BAYSIDE HEALTH: Case Summary & Largest Unsecured Creditor
BB ISLAND: Court Allows EBSB to Proceed with Foreclosure Suit
BUDD COMPANY: Court Overruled 3rd Omnibus Objection
CADMUS CONSTRUCTION: Contracts with Tribal Corp. Legal, Court Says
CLIFFS NATURAL: Moody's Reviews 'B1' CFR for Downgrade
COMMONWEALTH RENEWABLE: Andersons Can Pursue Suit
CONSTELLATION BRANDS: Moody's Retains Ba1 Rating Over $1-Bil. Deal
CORPORATE RESOURCES: Lease-Decision Hearing Set for December 14
DALLAS PROTON: Munsch Hardt Files Rule 2019 Statement
DEWEY & LEBOEUF: Former Partner Sues Barclays Over Capital Loan
ELEPHANT TALK: Delays Third Quarter Form 10-Q
EMERALD INVESTMENTS: Court Overrules Objections to Plan
EMPIRE RESORTS: Reports $13.1 Million Net Loss for Third Quarter
ENERGY FUTURE: Paydown Does Not Make Applicable Premium Due
ENERGY FUTURE: Second Lien Indenture Trustee Denied Stay Relief
FACILITY PERFORMANCE: Case Summary & 13 Top Unsecured Creditors
FINJAN HOLDINGS: Incurs $4.70 Million Net Loss in Third Quarter
GT ADVANCED: Accepting Indications of Interest for Merlin Assets
GT ADVANCED: To Hold Fifth Online Auction for Excess Assets
HERITAGE PARTNERS: Dismissal of Stroock Malpractice Suit Affirmed
HII TECHNOLOGIES: Amends List of 20 Largest Unsecured Creditors
HII TECHNOLOGIES: Apache Energy Wants Ch. 11 Trustee for AES
HII TECHNOLOGIES: McKool Smith Approved as Bankruptcy Counsel
HOSTESS BRANDS: Final Asset Sale Clears Path for End to Ch. 11
HOVENSA LLC: Accuses Monarch Energy of Disrupting Chapter 11 Sale
J & N ACQUISITIONS: Case Summary & 3 Largest Unsecured Creditors
JAMES D. BOWIE: Ch. 11 Confirmation Needs $417K Claim Acceptance
JCP PROPERTIES: 2nd Ch. 11 Case Dismissed for Lack of Good Faith
KITTUSAMY LP: Amended Schedule Lists $13.7-Mil. in Assets
KITTUSAMY, LLP: Moonshell, Venus Seek Appointment of Ch. 11 Trustee
KRATOS DEFENSE: Moody's Lowers CFR to Caa2, Outlook Stable
LEVEL 3 COMMUNICATIONS: S&P Affirms 'BB-' CCR, Outlook Positive
LINN ENERGY: Moody's Lowers Corp. Family Rating to Caa1
LIQUIDMETAL TECHNOLOGIES: Reports $1.23-Mil. Net Loss for Q3
LIVING BENEFITS ASSET: Case Summary & 12 Top Unsecured Creditors
LIVING BENEFITS FINANCIAL: Case Summary & Top Unsecured Creditors
MACK-CALI REALTY: Fitch Cuts Issuer Default Rating to 'BB+'
MEDICURE INC: Reports Third Quarter 2015 Financial Results
MERRIMACK PHARMACEUTICALS: Incurs $42.4 Million Net Loss in Q3
MF GLOBAL: High Court Tosses Investors' Appeal in PwC Suit
MILLENNIUM HEALTH: S&P Lowers CCR to 'D' on Chap. 11 Filing
MOULTON PROPERTIES: Case Summary & 9 Largest Unsecured Creditors
MUSCLEPHARM CORP: Incurs $27.6 Million Net Loss in Third Quarter
MUSCLEPHARM CORP: Signs Separation Agreement with Cory Gregory
NNN DORAL COURT: 10.27% on DCDH Loan for Property Insurance Okayed
NNN DORAL COURT: Court Denies Banyan Limited Stay Relief
NNN DORAL COURT: Court Grants DCDH Limited Stay Relief
NORANDA ALUMINUM: S&P Lowers CCR to 'CCC+', Outlook Negative
NORTH AMERICAN LIFTING: S&P Lowers Corp. Credit Rating to 'B-'
OASIS OUTSOURCING: Moody's to Retain B2 CFR on Loan Add-On Plan
OIC RUN-OFF LIMITED: Chapter 15 Case Summary
ONEMAIN FINANCIAL: S&P Lowers ICR to 'B', Off CreditWatch Negative
ONEMAIN HOLDINGS: Moody's Lowers CFR to B3, Outlook Stable
PACIFIC DRILLING: S&P Lowers CCR to 'B-', Outlook Negative
PETERSBURG REGENCY: Court Approves Insurance Proceeds Settlement
POTLATCH CORP: S&P Cuts CCR to BB on Weaker-Than-Expected Earnings
PRA HEALTH: Moody's Affirms B2 CFR & Changes Outlook to Positive
PTC ALLIANCE: S&P Lowers CCR to 'CCC', Off CreditWatch Negative
QSL OF MEDINA: Case Summary & 20 Largest Unsecured Creditors
QUANTUM FUEL: Amends Second Quarter Form 10-Q
QUANTUM FUEL: Needs More Time to File Q3 Form 10-Q
QUIKSILVER INC: Seeks Waiver of Rule 2015.3 Reports Filing
RDIO INC: Approval of $3-Mil. Post-Petition Financing Sought
RDIO INC: Case Summary & 20 Largest Unsecured Creditors
RDIO INC: Files for Chapter 11 with $75-Mil. Purchase Deal
RDIO INC: Pandora to Acquire Several Key Assets
RELATIVITY FASHION: Files Rule 2015.3 Periodic Report
RESIDENTIAL CAPITAL: Court Disallows Claim No. 3503
RESTORE HEALTH: Case Summary & 20 Largest Unsecured Creditors
RESTORE HOLDINGS: Case Summary & 2 Largest Unsecured Creditors
REVEL AC: Court Denies Polo North's Motions to Dismiss
ROTONDO WEIRICH: Reed Smith Approved as Counsel for Committee
SALADWORKS, LLC: Court Grants Dec. 14 Extension to Remove Actions
SANDRA FAULKNER BUTTERWORTH: OFH's Admin. Expense Claim Denied
SPRINGLEAF HOLDINGS: Fitch Cuts IDRs to B- on OneMain Acquisition
SUNOCO FINANCE: Fitch Affirms 'BB/RR4' Sr. Unsecured Debt Rating
SUNWEST MANAGEMENT: Scheme to Defraud Exceeds 2 Counts, Court Says
TEMI HOLDINGS: Case Summary & 6 Largest Unsecured Creditors
TONYA BROWN: Directed to Respond to Summary Judgment Motion
TS EMPLOYMENT: Has Until Dec. 15 to File Schedules and Statements
US CELLULAR: Fitch Rates Sr. Unsecured Debt Offering 'BB+/RR4'
VINCENT TORRES: High Court Urged to Rehear Failed Sanctions Bid
WALTER ENERGY: Berkeley Okayed as Panel's Financial Advisor
WALTER ENERGY: Blackstone Advisory Approved as Financial Advisor
WALTER ENERGY: Christian & Small Approved as Panel's Local Counsel
WALTER ENERGY: Committee Taps Morrison & Foerster as Lead Counsel
WALTER ENERGY: Jenner & Block Okayed as Retiree Committee Counsel
WALTER ENERGY: Keightly Ashner as Special Pension Benefits Counsel
WALTER ENERGY: Retirees Can Tap Segal as Actuarial Consultant
[*] David Meyer Joins Vinson & Elkin's Restructuring Practice in NY
[*] Hilco Streambank to Market HauteCouture.com Domain Name
[*] Juan Mendoza Joins Forshey Prostok's Bankruptcy Practice
*********
530 PORCHTOWN ROAD: Case Summary & 8 Top Unsecured Creditors
------------------------------------------------------------
Debtor: 530 Porchtown Road, LLC
209 Ogden Station Road
Thorofare, NJ 08086
Case No.: 15-31489
Chapter 11 Petition Date: November 16, 2015
Court: United States Bankruptcy Court
District of New Jersey (Camden)
Judge: Hon. Andrew B. Altenburg Jr.
Debtor's Counsel: Scott H. Marcus, Esq.
SCOTT H MARCUS & ASSOCIATES
121 Johnson Road
Turnersville, NJ 08012
Tel: (856) 227-0800
Fax: (856) 227-7939
Email: smarcus@marcuslaw.net
Total Assets: $6.98 million
Total Liabilities: $2.05 million
The petition was signed by Scott H. Kintzing, member.
A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb15-31489.pdf
ALLIED SYSTEMS: Gets Approval to Sell Memphis Property for $340K
----------------------------------------------------------------
ASHINC Corp., formerly known as Allied Systems Holdings Inc.,
received court approval to sell a real property to Igal Elefzouaty
for $340,000.
The order, issued by U.S. Bankruptcy Judge Christopher Sontchi,
allowed the company to sell the property located along Frisco
Avenue, in Memphis, Tennessee.
Any liens against the property other than the liens of the first
lien agents will not be cancelled or terminated by the court order.
Igal Elefzouaty will acquire the property subject to such liens,
according to court filings.
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.
AMANS HOSPITALITY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Amans Hospitality, Inc.
4437 Ridge Point Lane
Plano, TX 75024
Case No.: 15-42056
Chapter 11 Petition Date: November 16, 2015
Court: United States Bankruptcy Court
Eastern District of Texas (Sherman)
Debtor's Counsel: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
12720 Hillcrest Road, Suite 625
Dallas, TX 75230
Tel: (972) 503-4033
Fax: (972) 503-4034
Email: joyce@joycelindauer.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sewa S. Bhinder, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
AMERICAN AGENCIES: Court Issues Joint Administration Order
----------------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico directed the substantive consolidation of
the Chapter 11 cases of American Agencies Co. Inc., and New Steel,
Inc.
The cases will be jointly administered under case number 15-07088.
The Debtors had asked the Court that their request be granted as
the motion was unopposed.
In a prior filing, secured creditor Banco Popular de Puerto Rico
stated that it holds no objection to the request for consolidation
of the cases. Security Holdings, LLC, another party-in-interest
did not file an objection to the Debtors' request.
As reported by the Troubled Company Reporter on Sept 22, 2015,
New Steel fabricates steel structures upon demand of American
Agencies. American Agencies is the sole client of New Steel. Both
Debtors share common stockholders and management and are both
liable to main secured creditor BPPR.
Should the Debtors be forced to reorganize seperately, the
administrative costs and the costs associated with separate
litigation of common liabilities will be detrimental to the estate
and all of the creditors, says Carmen D. Conde Torres, Esq., at C.
Conde & Assoc.
The Debtors contended that creditors will benefit from substantive
consolidation because it will allow for a more expeditious
adjudication of disputes, a clearer statement of obligations and
available assets, and facilitate the implementation of a plan.
About American Agencies
American Agencies Co., Inc. and New Steel, Inc., manufacturers of
steel structures, filed Chapter 11 bankruptcy petitions (Bankr. D.
P.R. Case Nos. 15-07088 and 15-07090, respectively) on Sept. 15,
2015. The petition was signed by Omir Mendez as president.
The Debtors cases are substantive consolidated under Lead Case
15-07088.
C. Conde & Associates represents the Debtors as counsel. Doris
Barroso Vicens, CPA, at RSM ROC & Company, serves as the Debtors'
accountant.
AMERICAN EQUITY: Fitch Affirms 'BB-' Rating on 2021 Unsecured Notes
-------------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
American Equity Investment Life Holding Company (AEL) at 'BBB-'.
Fitch has also affirmed the Insurer Financial Strength (IFS)
ratings of AEL's insurance operating subsidiaries: American Equity
Investment Life Insurance Company (AEILIC), American Equity
Investment Life Insurance Company of New York, and Eagle Life
Insurance Company at 'BBB+'. The Rating Outlooks are Stable. A full
list of ratings follows at the end of this release.
KEY RATING DRIVERS
The affirmation of AEL's ratings reflects high credit quality
within AEL's bond portfolio, continued good operating results,
adequate risk-adjusted capitalization and the company's strong
competitive position in the fixed indexed annuity market. The
ratings also reflect AEL's relatively high, albeit declining,
financial leverage, above-average exposure to interest rate risk
and lack of diversification in earnings and distribution.
AEL's financial leverage and interest coverage metrics have shown
significant improvement in recent years. The company's financial
leverage was approximately 27% at Sept. 30, 2015, down from a high
of 43% at year-end 2010. Likewise, GAAP interest coverage has
improved to 8.2x in the first nine months of 2015 from 5.0x in
2012, and Fitch expects interest coverage to remain above 8.0x for
full-year 2015 on a combination of improved earnings and lower
interest expense.
Fitch considers AEL's bond portfolio to be of above-average credit
quality. At Sept. 30, 2015, the company's investment portfolio was
constructed primarily of investment-grade fixed income securities.
A high level of liquidity in the company's bond portfolio is
supported by an above-average allocation to publicly traded bonds.
At year-end 2014, the company's surplus exposure to risky assets
(which Fitch considers to be such investments as below
investment-grade bonds, troubled real estate, unaffiliated common
equity and other similar assets) was 52%, which is significantly
below the industry average. Fitch considers AEL's risky assets
ratio to be significantly overstated due to funds withheld
reinsurance agreements.
Fitch views the NAIC risk-based capital (RBC) ratio of AEL's
primary insurance subsidiary, AEILIC, as relatively stable over the
past five years and adequate for the rating category. At Dec. 31,
2014, the company reported an RBC ratio of 372%, up from 344% at
year-end 2013.
AEL's above-average interest rate risk reflects the company's focus
on spread-based annuity products, particularly fixed indexed
annuities. Despite the company's strong recent track record in
maintaining its aggregate interest rate spread, the near-term
concern is the ongoing low interest rate environment, which
continues to challenge the life insurance and annuity sector's
ability to maintain interest rate spreads.
From a longer-term perspective, as AEL's book of business matures,
the occurrence of a rapid increase in interest rates could have an
adverse effect on its financial position, as it could result in a
sharp increase in surrenders while the value of its largely
fixed-rate investments decline in market value. Positively, Fitch
notes that AEL's book of business continues to exhibit strong
protection in terms of significant surrender charges which help
offset the cost to the company of early policy terminations.
AEL is headquartered in West Des Moines, Iowa and reported total
GAAP assets of $47.1 billion and equity of $2.1 billion at Sept.,
30 2015. AEILIC, the main operating subsidiary of AEL, is also
headquartered in West Des Moines and had statutory total adjusted
capital of $2.4 billion at June 30, 2015.
RATING SENSITIVITIES
The ability of AEL to achieve a higher IFS rating is somewhat
constrained by the company's limited diversity of earnings and cash
flow given a heavy focus on fixed indexed annuities. This
constraint could be overcome by the following:
-- Enhanced capitalization with RBC above 350% on a sustained
basis;
-- Financial leverage below 25%;
-- Continued stable or improved operating results and investment
quality.
The key rating triggers that could result in a downgrade include:
-- A reduction in capitalization with RBC below 300%;
-- Sustained deterioration in operating results such that
interest coverage is below 3x;
-- Significant increase in lapse/surrender rates;
-- Financial leverage above 40%.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following ratings with a Stable Outlook:
American Equity Investment Life Holding Company
-- IDR at 'BBB-';
-- 6.625% senior unsecured notes due 2021 at 'BB+';
-- Trust preferred securities at 'BB-'.
Fitch has also affirmed the following with a Stable Outlook:
American Equity Investment Life Insurance Company
American Equity Investment Life Insurance Company of New York
Eagle Life Insurance Company
-- IFS at 'BBB+'.
AMERICAN NATURAL: Amends Schedule of Unsecured Creditors
--------------------------------------------------------
American Natural Energy Corporation filed with the U.S. Bankruptcy
Court for the Eastern District of Louisiana Amended Schedules F -
Creditors Holding Unsecured Non-Priority Claim.
A full-text copy of the Amended Schedule F is available for free at
http://bankrupt.com/misc/AmericanNatural_64_Oct30amendedSAL.pdf
American Natural Resources, LLC, based in Tulsa, Oklahoma, filed
for Chapter 11 bankruptcy (Bankr. E.D. Okla. Case No. 15-80355) on
April 13, 2015. Chad J. Kutmas, Esq., at McDonald, McCann &
Metcalf, Carwile, LLP, serves as Chapter 11 counsel to the Debtor.
Bosche McDermott LLP serves as special counsel, and Opveon serves
as litigation counsel.
In its petition, ANR estimated $1 million to $10 million in both
assets and liabilities. The petition was signed by Mickey Overall,
managing member.
A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/okeb15-80355.pdf
ANR, organized in August of 2004, is an oil and gas company
involved in the exploration and development of properties in
Oklahoma, primarily in Seminole County. ANR's bankruptcy was
precipitated by a judgment entered against it, Overall and his wife
Ginette Overall, on March 30, 2015, in the Northern District of
Oklahoma, Case No. 13-CV-191-GKF-FHM. The judgment was in favor of
Loda Okla, LLC and Victoria Time Corp. -- Loda/VTC -- for
$7,000,000 and confirmed an arbitration award entered on July 10,
2014 by a panel of the American Arbitration Association. The order
confirming the arbitration award is on appeal to the Tenth Circuit
Court of Appeals.
AMERICAN NATURAL: Has Court Authority to Hire Andrew Reckles as CRO
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
authorized American Natural Energy Corporation to employ Andrew
Reckles and James Schroeder of Northpoint Energy Partners, LLC, as
their chief restructuring officers nunc pro tunc to Oct. 2, 2015.
In a supporting declaration, Andrew Reckles said that the
employment is in accordance with the terms and conditions set forth
in the engagement letter between the Debtor and Northpoint dated as
of Sept. 30, 2015.
Mr. Reckles added that as compensation for the CRO's services, the
Debtor, prior to the Petition Date, paid (a) a non-refundable
retainer of $25,000 upon execution of the engagement letter, and
the agreement provides that (b) a non-refundable consulting fee of
$25,000 will be payable on each successive monthly anniversary date
during the term of the engagement letter. The engagement also
provides that the CRO will receive a fee of $50,000 upon
confirmation of a plan or sale of substantially all of the assets.
The award of the success fee will be subject to the Court's
approval at the end of the case to determine if the fees are
reasonable.
Northpoint will charge its clients for all reasonable expenses
incurred directly relating to any work undertaken as Debtor's CRO.
Mr. Reckles assures the Court that Northpoint is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
Northpoint can be reached at:
Northpoint Energy Partners, LLC
Attn: Andrew Reckles
555 Northpoint Center East
Alpharetta, GA 30022
American Natural Resources, LLC, based in Tulsa, Oklahoma, filed
for Chapter 11 bankruptcy (Bankr. E.D. Okla. Case No. 15-80355) on
April 13, 2015. Chad J. Kutmas, Esq., at McDonald, McCann &
Metcalf, Carwile, LLP, serves as Chapter 11 counsel to the Debtor.
Bosche McDermott LLP serves as special counsel, and Opveon serves
as litigation counsel.
In its petition, ANR estimated $1 million to $10 million in both
assets and liabilities. The petition was signed by Mickey
Overall,
managing member.
ANR, organized in August of 2004, is an oil and gas company
involved in the exploration and development of properties in
Oklahoma, primarily in Seminole County. ANR's bankruptcy was
precipitated by a judgment entered against it, Overall and his wife
Ginette Overall, on March 30, 2015, in the Northern District of
Oklahoma, Case No. 13-CV-191-GKF-FHM. The judgment was in favor of
Loda Okla, LLC and Victoria Time Corp. -- Loda/VTC -- for
$7,000,000 and confirmed an arbitration award entered on July 10,
2014 by a panel of the American Arbitration Association. The order
confirming the arbitration award is on appeal to the Tenth Circuit
Court of Appeals.
AMERICAN NATURAL: M. Farley Loses Bid for Partial Summary Judgment
------------------------------------------------------------------
In an Opinion and Order dated November 2, 2015, which is available
at http://is.gd/6WRd5ofrom Leagle.com, Judge Terence C. Kern of
the United States District Court for the Northern District of
Oklahoma denied Michael A. Farley's Motion for Partial Summary
Judgment in the lawsuit captioned MICHAEL A. FARLEY, an individual,
Plaintiff, v. PAUL A. ROSS, an individual; AMERICAN NATURAL ENERGY
CORP., an Oklahoma Corporation; PALO VERDE ACQUISITIONS, LLC, a
Nevada Limited Liability Company; and ARKOMA NATURAL GAS COMPANY,
INC., a Nevada Corporation; Defendants, NO. 14-CV-007-TCK-TLW (N.D.
Okla.).
Michael Farley filed the action against Paul A. Ross, American
Natural Energy Corporation, Palo Verde Acquisitions, LLC, and
Arkoma Natural Gas Company, Inc., alleging claims against all the
Defendants for (1) violations of the Securities Exchange Act of
1934, (2) violations of the Oklahoma Uniform Securities Act, (3)
actual fraud, and (4) constructive fraud. Plaintiff also asserts a
claim for breach of contract against Ross, ANEC, and Arkoma.
Michael A Farley, an individual, Plaintiff, represented by Adrienne
L Barnett, Esq. -- alb@nwcjlaw.com -- Norman Wohlgemuth Chandler &
Jeter, Barrett Lynn Powers, Esq. -- blp@nwcjlaw.com -- Norman
Wohlgemuth Chandler Jeter Barnett & Ray PC, David Robert Ross, Esq.
-- drr@nwcjlaw.com -- Norman Wohlgemuth Chandler Jeter Barnett &
Ray PC, Joel L Wohlgemuth, Esq. -- jlw@nwcjlaw.com -- Norman
Wohlgemuth Chandler & Jeter & Emily Brooks Kosmider, Esq. --
ebk@nwcjlaw.com -- Norman Wohlgemuth Chandler Jeter Barnett & Ray
PC.
Paul A Ross, an individual, Defendant, represented by Patrick
George Colvin, Esq. -- pcolvin@jonesgotcher.com -- Jones Gotcher &
Bogan & Thomas L Vogt, Esq. -- tvogt@jonesgotcher.com --Jones
Gotcher & Bogan.
American Natural Energy Corp., Defendant, represented by Ira
Leonard Edwards, Jr, Esq. -- Riggs Abney Neal Turpen Orbison &
Lewis, Sharon K Weaver, Esq. -- Riggs Abney Neal Turpen Orbison &
Lewis, Thomas Martin Askew, Esq. -- Riggs Abney Neal Turpen Orbison
& Lewis & William Gregory James, Esq. -- Riggs Abney Neal Turpen
Orbison & Lewis.
Palo Verde Acquisitions, LLC, Defendant, represented by Patrick
George Colvin, Esq. -- Jones Gotcher & Bogan & Thomas L Vogt, Esq.
-- Jones Gotcher & Bogan.
Arkoma Natural Gas Company, Inc., Defendant, represented by Patrick
George Colvin, Esq. -- Jones Gotcher & Bogan & Thomas L Vogt, Esq.
-- Jones Gotcher & Bogan.
American Natural Energy Corp., Cross Claimant, represented by Ira
Leonard Edwards, Jr, Esq. -- Riggs Abney Neal Turpen Orbison &
Lewis, Sharon K Weaver, Esq. -- Riggs Abney Neal Turpen Orbison &
Lewis, Thomas Martin Askew, Esq. -- Riggs Abney Neal Turpen Orbison
& Lewis & William Gregory James, Esq. -- Riggs Abney Neal Turpen
Orbison & Lewis.
Paul A Ross, an individual, Cross Defendant, represented by
represented by Patrick George Colvin, Esq. -- Jones Gotcher & Bogan
& Thomas L Vogt, Esq. -- Jones Gotcher & Bogan.
About American Natural
American Natural Energy Corporation, a Tulsa, Oklahoma-based
independent exploration and production company with operations in
St. Charles Parish, Louisiana, was subjected to an involuntary
Chapter 11 petition on Aug. 31, 2015 (Bankr. E.D. La., Case No.
15-122290), by Reamco, Inc., C&M Contractors, Inc., Bayou Fuel
Marine & Hardware Supplies, Inc., and Hillair Capital Investments,
L.P. The Petitioners are represented by Philip Kirkpatrick Jones,
Jr., Esq., at Liskow & Lewis, in New Orleans, Louisiana; and
Michael A. Crawford, Esq., at Taylor, Porter, Brooks & Phillips
LLP, in Baton Rouge, Louisiana.
BAYSIDE HEALTH: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Bayside Health & Wealth LLC
4178 King Arthur Court
Palo Alto, CA 94306
Case No.: 15-53631
Chapter 11 Petition Date: November 16, 2015
Court: United States Bankruptcy Court
Northern District of California (San Jose)
Debtor's Counsel: Nam H. Le, Esq.
JAURIGUE LAW GROUP
2092 Concourse Drive #25
San Jose, CA 95131
Tel: (408) 321-8511
Email: nam@jauriguelaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bin He, sole member.
The Debtor listed Lanlan Fei as its largest unsecured creditor
holding a claim of $2 million.
A copy of the petition is available for free at:
http://bankrupt.com/misc/canb15-53631.pdf
BB ISLAND: Court Allows EBSB to Proceed with Foreclosure Suit
-------------------------------------------------------------
East Boston Savings Bank filed a motion for relief from the
automatic stay imposed in the Chapter 11 case of BB Island Capital,
LLC.
Specifically, East Boston Savings Bank sought to foreclose on four
real properties all located Boston Massachusetts. It maintained
that there is cause for relief from the automatic stay because
Debtor BB Island Capital, LLC cannot adequately protect its
interest in the Four Properties and because Debtor has no equity in
the Four Properties and no reorganization is reasonably within
prospect. Debtor opposed the Lift Stay Motion.
The Court concluded that the material facts necessary to determine
whether EBSB has sustained its burden with respect to the Lift Stay
Motion are not in dispute, although circumstances surrounding the
stalled development of the property located at 20 Parmenter Street
and 244-246 Hanover Street, Boston, Massachusetts have raised, and
likely will continue to raise, considerable controversies among
EBSB, Whipple Construction, Hanover Parmenter Union LLC, and the
Debtor because the Four Properties owned by the Debtor are pledged
to secure its guaranty of Hanover Parmenter's debt to EBSB.
In a Memorandum dated November 5, 2015 which is available at
http://is.gd/eMWDNQfrom Leagle.com, Judge Joan N. Feeney of the
United States Bankruptcy Court for the District of Massachusetts
granted EBSB's Lift Stay Motion.
The case is In re BB ISLAND CAPITAL, LLC, Chapter 11, Debtor, CASE
NO. 15-13105-JNF (Bankr. D. Mass.).
BUDD COMPANY: Court Overruled 3rd Omnibus Objection
---------------------------------------------------
The Budd Company, Inc., filed a third omnibus objection to claims
asserting lack of liability. Notice was given to claimants and
their representatives of a date by which responses to the
Objections had to be filed. None of the claimants filed any
response.
In a Memorandum Opinion dated November 5, 2015, which is available
at http://is.gd/lV9jQPfrom Leagle.com, Judge Jack B. Schmetterer
of the United States Bankruptcy Court for the Northern District of
Illinois, Eastern Division overruled the Debtor's Third Omnibus
Objection to Claims.
The case is In re: The Budd Company, Inc., Chapter 11, Debtor, CASE
NO. 14 B 11873 (Bankr. N.D. Ill.).
The Budd Company, Inc., Debtor, represented by Allison R Bach, Esq.
-- abach@dickinsonwright.com -- Dickinson Wright PLLC, Brian
Bastian, Esq. -- bbastian@proskauer.com -- Proskauer Rose LLP, Erin
Durba, Esq. -- edurba@proskauer.com -- Proskauer Rose LLP, Irena M
Goldstein, Esq. -- igoldstein@proskauer.com -- Proskauer Rose LLP,
Adam D Grant, Esq. -- agrant@dickinsonwright.com -- Dickinson
Wright PLLC, Steven H Holinstat, Esq. -- sholinstat@proskauer.com
-- Proskauer Rose LLP, Brandon Levitan, Esq. --
blevitan@proskauer.com -- Proskauer Rose LLP, Jeff J Marwil, Esq.
-- jmarwil@proskauer.com -- Proskauer Rose LLP, Mervis T Mervis,
Esq. -- mmervis@proskauer.com -- Proskauer Rose LLP, Daniel
Deitrich Quick, Esq. -- ddeitrich@dickinsonwright.com -- Dickinson
Wright PLLC, Marc E Rosenthal, Esq. -- mrosenthal@proskauer.com --
Proskauer Rose, LLP, Catherine L Steege, Esq. -- Jenner & Block
LLP, Jeremy T Stillings, Esq. -- jstillings@proskauer.com --
Proskauer Rose LLP, Theodore Bruno Sylwestrzak, Esq. --
tsylwestrzak@dickinsonwright.com -- Dickinson Wright PLLC.
Committee of Asbestos Personal Injury Claimants, Creditor
Committee, represented by Joseph D Frank, Esq. -- jfrank@fgllp.com
-- FrankGecker LLP, Frances Gecker, Esq. -- fgecker@fgllp.com --
FrankGecker LLP, Reed A Heiligman, Esq. -- rheiligman@fgllp.com --
FrankGecker LLP.
About The Budd Company
The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.
The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to
approximately 10,000 former employees.
Liabilities amount to approximately $1 billion with assets of
approximately $400 million. Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.
The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in
liabilities as of the Chapter 11 filing.
The Hon. Jack B. Schmetterer oversees the case. The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.
The U.S. Trustee appointed five individuals to serve on the
Committee of Executive & Administrative Retirees. The Segal
Company (Eastern States), Inc. serves as the Committee's actuarial
consultant. The Committee retained Solic Capital Advisors, LLC as
its financial advisor.
Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois,
represents the ad hoc committee of asbestos personal injury
claimants.
CADMUS CONSTRUCTION: Contracts with Tribal Corp. Legal, Court Says
------------------------------------------------------------------
Cadmus Construction, Inc., entered into three contracts with
Twenty-Nine Palms Enterprises Corporation, an Indian tribal
corporation. Under these contracts, Cadmus was to perform certain
construction services on tribal land. During the course of
Cadmus's performance under the contracts, Twenty-Nine Palms elected
to terminate the contracts. Per an arbitration provision found in
each contract, Cadmus demanded arbitration and the parties
proceeded to engage in discovery, heading toward the selected
arbitration date.
During the course of conducting discovery, Twenty-Nine Palms
learned that Cadmus was not properly licensed under the
Contractors' State License Law when it started work under the
contracts. Twenty-Nine Palms thus claimed Cadmus had to disgorge
the money it had been paid under each of the contracts. Further,
Twenty-Nine Palms argued that because Cadmus was not a properly
licensed contractor, each of three contracts was illegal and void.
Therefore, arbitration could not proceed.
The parties disagreed regarding whether the arbitrator could
determine if the subject contracts were illegal. After discussing
the issue, Twenty-Nine Palms and Cadmus agreed to stay the
arbitration and submit the legality of the contracts issue to San
Bernardino Superior Court to avoid wasting additional time and
resources in arbitration. To this end, Twenty-Nine Palms filed a
complaint in superior court challenging the validity of the three
contracts while alleging that Cadmus had to disgorge its profits
because it was not a properly licensed contractor when it began
work under the contracts.
Twenty-Nine Palms successfully moved for summary judgment. The
court ordered Cadmus to disgorge the money Twenty-Nine Palms had
paid it under the contracts and found that those contracts were
illegal. Accordingly, the court determined that the arbitration
could not proceed.
In a Decision dated November 6, 2015, which is available at
http://is.gd/zwewmyfrom Leagle.com, the Court of Appeals of
California, Fourth District, Division One, reversed the judgment,
remanded back the case to the superior court, and directed the
superior court to enter an order denying Twenty-Nine Palms's motion
for summary judgment, finding the Construction Contracts legal, and
referring the matter back to arbitration.
The case is TWENTY-NINE PALMS ENTERPRISES CORPORATION, Plaintiff
and Respondent, v. CADMUS CONSTRUCTION, INC., Defendant and
Appellant, NO. D067422.
Defendant/Appellant is represented by:
Michael D. Rogers, Esq.
LAMBERT & ROGERS, APLC
359 W Madison Avenue, Suite 100
El Cajon, CA 92020
Phone: 619-588-7600
Fax: 619-588-7889
Plaintiff/Respondent is represented by:
Richard M. Freeman, Esq.
Matthew S. McConnell, Esq.
SHEPPARD, MULLIN, RICHTER & HAMPTON
501 West Broadway
19th Floor
San Diego, CA 92101
Phone: 619.338.6500
Fax: 619.234.3815
Email: rfreeman@sheppardmullin.com
mmcconnell@sheppardmullin.com
CLIFFS NATURAL: Moody's Reviews 'B1' CFR for Downgrade
------------------------------------------------------
Moody's Investors Service placed Cliffs Natural Resources B1
Corporate Family Rating, B1-PD Probability of Default rating, Ba2
first lien senior secured notes, B1 second lien senior secured
notes, B3 senior unsecured notes and (P)B3 senior unsecured shelf
rating under review for downgrade. The SGL-2 speculative grade
liquidity rating remains unchanged.
Issuer: Cliffs Natural Resources Inc.
On Review for Downgrade:
Probability of Default Rating, Placed on Review for Downgrade,
currently B1-PD
Corporate Family Rating, Placed on Review for Downgrade,
currently B1
Multiple Seniority Shelf (Local Currency), Placed on Review for
Downgrade, currently (P)B3
US$544.156 mil. 7.75% Senior Secured Regular Bond/Debenture
(Local Currency), Placed on Review for Downgrade, currently B1
US$540 mil. 8.25% Senior Secured Regular Bond/Debenture (Local
Currency), Placed on Review for Downgrade, currently Ba2
US$500 mil. 3.95% Senior Unsecured Regular Bond/Debenture (Local
Currency), Placed on Review for Downgrade, currently B3
US$500 mil. 4.8% Senior Unsecured Regular Bond/Debenture (Local
Currency), Placed on Review for Downgrade, currently B3
US$800 mil. 6.25% Senior Unsecured Regular Bond/Debenture (Local
Currency), Placed on Review for Downgrade, currently B3
US$400 mil. 5.9% Senior Unsecured Regular Bond/Debenture (Local
Currency), Placed on Review for Downgrade, currently B3
US$700 mil. 4.875% Senior Unsecured Regular Bond/Debenture
(Local Currency), Placed on Review for Downgrade, currently B3
Outlook Actions:
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE
The review for downgrade results from the deterioration in Cliffs'
performance and debt protection metrics. Moody's estimates that
leverage, as measured by the debt/EBITDA ratio will be around 10x
in 2015 while EBIT/interest will be less than 1x. Continued
pressure on earnings performance is expected given the continued
decline in iron ore prices and weak steel production levels in
Asia, which impacts Cliffs' Asia Pacific Iron Ore (APIO) segment
and the challenging conditions facing the US steel industry, which
is operating at relatively weak capacity utilization levels.
Although Cliffs performance in its US iron ore operations (USIO) is
not directly correlated to the seaborne price, given the contract
based nature of this segment, realized prices have drifted
downwards (3rd quarter 2015 realization was 17% below the 1st
quarter) and given the lag nature of pricing, 4th quarter 2015
realizations are likely to be no better than the prior quarter.
Additionally, given US steel industry fundamentals, no material
turnaround is expected over the next several quarters, which could
impact Cliff's volumes should steel mills elect to take minimum
amounts. The review could result in a more than one notch
downgrade.
The review will focus on Cliffs' expected volumes and prices given
the contract nature of its USIO segment, the status of the
ArcelorMittal contracts, which have expiry dates of December 2016
and January 2017, expected costs per ton, the company's ability to
further reduce costs and the ability of the company to manage to at
least break even free cash flow generation. The status of the
restructuring of the Canadian assets and the potential sale status
of the US coal assets will also be considered.
The principal methodology used in these ratings was Global Mining
Industry published in August 2014.
Headquartered in Cleveland, Ohio, Cliffs is the largest iron ore
producer in North America with approximately 25.5 million equity
tons of annual capacity. In addition, the company participates in
the international seaborne iron ore markets through its subsidiary
in Australia. Cliffs operations at Bloom Lake are being
restructured under the Canadian Companies' Creditors Arrangement
Act CCAA) and in May 2015, its Wabush iron ore operations in Canada
, which had been permanently closed, were included in the CCAA
filing. For the twelve months ended Sept. 30, 2015, the company
had revenues of $2.4 billion (which includes revenues in the fourth
quarter of 2014 from the Canadian and Coal segments, now classified
as deconsolidated and discontinued operations respectively).
Revenues for the nine months ended September 30, 2015 were $1.5
billion.
COMMONWEALTH RENEWABLE: Andersons Can Pursue Suit
-------------------------------------------------
In November 2006, Bill and Ruth Anderson advanced more than $7
million to Commonwealth Renewable Energy, Inc., a venture created
by Bill Anderson and his colleagues, Steven Savor and Stephen
Frobouck, to develop an ethanol production facility in Western
Pennsylvania. After the project failed to materialize, the
Andersons pursued an action in mortgage foreclosure to recover the
amounts due under a judgment note, prompting Commonwealth to file a
bankruptcy case. The Andersons now seek relief from the automatic
stay.
In a Memorandum Opinion dated November 4, 2014, which is available
at http://is.gd/4QAbO1from Leagle.com, Judge Gregory L. Taddonio
of the United States Bankruptcy Court for the Western District of
Pennsylvania granted the Andersons' motion for relief from stay.
Because the parties originally intended the transaction to be a
loan and the Court finds no credible evidence that Bill Anderson
agreed to modify the obligation prior to his death, the Court
concludes that the Andersons hold a secured claim against the
bankruptcy estate.
The case is RUTH F. ANDERSON, and KATHY L. ANDERSON, as executor of
the ESTATE OF WILLIAM E. ANDERSON, Movants, v. COMMONWEALTH
RENEWABLE ENERGY, INC., Respondent, CASE NO. 14-22724-GLT, Related
to Dkt. No. 39, In re: COMMONWEALTH RENEWABLE ENERGY, INC., Chapter
11 (Bankr. W.D. Pa.).
Debtor, Commonwealth Renewable Energy, Inc., is represented by
Douglas A. Campbell, Esq. -- dac@camlev.com -- Campbell & Levine,
LLC, Paul J. Cordaro, Esq. -- pjc@camlev.com -- Campbell & Levine,
LLC and Frederick D. Rapone, Jr., Esq. -- fdr@camlev.com --
Campbell & Levine, LLC
Ruth F. Anderson and Kathy L. Anderson as the executor of the
Estate of William E. Anderson are represented by Robert O. Lampl,
Esq. -- Law Offices of Robert O. Lampl, and Karen Y. Bonvalot, Esq.
-- kyb@sgkpc.com -- Sherrard, German & Kelly, P.C.
Commonwealth Renewable Energy, Inc., sought protection under
Chapter 11 of the Bankruptcy Code on July 3, 2014 (Bankr. W.D. Pa.,
Case No. 14-22724). The Debtor's counsel is Paul J. Cordaro, Esq.,
at Campbell & Levine, LLC, in Pittsburgh, Pennsylvania. The
petition was signed by Stephen C. Frobouck, president.
CONSTELLATION BRANDS: Moody's Retains Ba1 Rating Over $1-Bil. Deal
------------------------------------------------------------------
Moody's Investors Service said that Constellation Brands, Inc.'s
agreement to acquire San Diego-based craft brewer Ballast Point
Brewing & Spirits (not rated) for approximately $1 billion is
credit negative although Constellation's Ba1 rating and stable
outlook remain unchanged. Moody's anticipates that the additional
debt to fund the deal will cause Debt/EBITDA leverage to rise to
about 4.3 times (including Moody's adjustments) at the end of the
company's fiscal year ending February 2016 from 3.9 times for the
LTM ended Aug. 31, 2015. "While this is still below the level we
set out as potentially warranting a downgrade, it sets the company
back by at least a year relative to our previous expectations for
de-leveraging" said Linda Montag, Moody's Senior Vice President.
"The large debt financed acquisition comes on the heels of a
recently instituted a dividend, and repeated increases to CAPEX to
address expected future constraints in its production capacity to
keep up with demand for the company's Mexican beers" she added.
Headquartered in Victor, New York, Constellation Brands, Inc. is a
leading international wine company and the largest U.S. beer
importer, with a broad portfolio of premium brands across the wine,
spirits, and imported beer categories. Major brands in the
company's portfolio include Corona, Modelo, Pacifico, Robert
Mondavi, Clos du Bois, Ravenswood, Blackstone, Nobilo, Kim
Crawford, Inniskillin, Jackson-Triggs, Arbor Mist, Black Velvet
Canadian Whisky, and SVEDKA vodka. Fiscal year 2015 net sales
reached $6.0 billion.
CORPORATE RESOURCES: Lease-Decision Hearing Set for December 14
---------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York scheduled a hearing for Dec. 14, 2015, at
10:00 a.m. (EST) in Courtroom 501, One Bowling Green, New York, New
York, to consider approval of the request filed by James S.
Feltman, Chapter 11 trustee for Corporate Resources Services Inc.
and its debtor-affiliates, for authority to reject certain
non-residential real property leases and abandonment of certain
property. Objections to the Chapter 11 trustee's request, if any,
are due Dec. 7, 2015, at 4:00 p.m. (EST)
The Chapter 11 trustee retained as counsel:
Albert Togut, Esq.
Scott E. Ratner, Esq.
Togut, Segal & Segal LLP
One Penn Plaza, Suite 3335
New York, New York 10119
Tel: 212-594-5000
Fax: 212-967-4258
Email: altogut@TeamTogut.com
seratner@teamtogut.com
About Corporate Resource
Corporate Resource Services, Inc., was a New York-based provider of
employment and human resource solutions for corporations throughout
the United States. CRS leases its headquarters and does not own
any real property. About 90% of CRS shares are owned by Robert
Cassera and the balance are traded OTC.
As of Dec. 31, 2014, CRS was one of the largest employment Staffing
companies in the U.S., providing employment and human resources
solutions for corporations with annual sales of about one billion
dollars. In February 2015, CRS began an orderly wind down of
operations after discovering that TS Employment, Inc., a privately
held company owned by Mr. Cassera, failed to remit tens of
millions of dollars of the Debtors' withholding taxes to taxing
authorities.
TS Employment Inc., a professional employer organization that
provided payroll-related services for CRS, sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on Feb.
2, 2015. TSE tapped Scott S. Markowitz, Esq., at Tarter Krinsky &
Drogin LLP, in New York, as counsel. Realization Services Inc.
serves as the Debtor's consultant.
CRS and its subsidiaries sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 15-11546) on July 23, 2015, to complete their
orderly wind down of operations. Judge Kevin J. Carey presides
over the Chapter 11 cases. The Debtors tapped (a) Gellert Scali
Busenkell & Brown, LLC, as bankruptcy counsel, (b) Wilmer Cutler
Pickering Hale & Dorr LLP, as special counsel; (c) Carter Ledyard &
Milburn LLP, as special SEC counsel, (d) SSG Capital Advisors as
financial advisors and investment bankers, and (e) Rust Omni LLC as
claims agent.
CRS estimated $10 million to $50 million in assets and $50 million
to $100 million in debt.
DALLAS PROTON: Munsch Hardt Files Rule 2019 Statement
-----------------------------------------------------
Munsch Hardt Kopf & Harr P.C. disclosed in a court filing that it
represents Kelcy Warren and Dallas Proton, LLC in the Chapter 11
cases of Dallas Proton Treatment Center LLC and its affiliate.
Dallas Proton and its sole member Mr. Warren are both creditors of
the companies, according to the filing.
Munsch Hardt made the disclosure pursuant to Rule 2019 of the
Federal Rules of Bankruptcy Procedure.
The firm can be reached at:
Munsch Hardt Kopf & Harr P.C.
Kevin M. Lippman, Esq.
Davor Rukavina, Esq.
Thomas D. Berghman, Esq.
3800 Ross Tower
500 N. Akard Street
Dallas, Texas 75201
Telephone: (214) 855-7500
Facsimile: (214) 978-5359
About Dallas Proton
Dallas Proton Treatment Center, LLC and Dallas Proton Treatment
Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Tex. Case Nos. 15-33783 and 15-33784, respectively) on Sept. 17,
2015. The petitions were signed by James Thomson as chief
technology officer/manager. The Debtors estimated assets in the
range of $50 million to $100 million and liabilities of more than
$50 million. Gardere Wynne Sewell LLP represents the Debtors as
counsel.
On Oct. 8, 2015, the U.S. Trustee for Region 6 appointed UTPT
Capital LLC, Desert 2013 Partnership, Harris Investment Management
LLC, Shelly Wallace and David Cerutti to the official committee of
unsecured creditors. The committee is represented by Pronske
Goolsby & Kathman P.C.
DEWEY & LEBOEUF: Former Partner Sues Barclays Over Capital Loan
---------------------------------------------------------------
Aebra Coe at Bankruptcy Law360 reported that a former Dewey &
LeBoeuf LLP antitrust and patent partner on Nov. 6, 2015, sued
Barclays Bank PLC in D.C. federal court, accusing the bank of
attempting to collect on a $300,000 capital contribution loan the
defunct law firm allegedly took out in the attorney's name without
his permission.
Kenneth Freeling, who is now of counsel at Covington & Burling LLP,
says he never agreed to participate in Barclays' subscription loan
program to finance his firm capital contribution requirements at
Dewey.
About Dewey & LeBoeuf
Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.
Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929. In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.
At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe. When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.
Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28. All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure. The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate. The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.
The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million. The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.
Judge Martin Glenn oversees the case. Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy
Solutions LLC serves as claims and notice agent. The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.
JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP. JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors. The Noteholders hired
Bingham McCutchen LLP as counsel.
The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners. The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel. The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.
FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.
Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March. The plan created
a trust to collect and distribute remaining assets. The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.
ELEPHANT TALK: Delays Third Quarter Form 10-Q
---------------------------------------------
Elephant Talk Communications Corp. has determined that it is unable
to file its quarterly report on Form 10-Q for the quarter ended
Sept. 30, 2015, within the prescribed time period without
unreasonable effort or expense. The Company expects to file its
Form 10-Q with the Securities and Exchange Commission on or before
the fifth calendar day as described in Rule 12b-25 under the
Securities Exchange Act of 1934, as amended.
The Company disclosed that tor the quarter ended Sept. 30, 2015,
its revenue decreased, cost and operating expenses decreased, loss
from operations decreased and net loss decreased comparing to those
of the quarter ended Sept. 30, 2014.
About Elephant Talk
Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.
Elephant Talk reported a net loss of $21.9 million in 2014, a net
loss of $25.5 million in 2013 and a net loss of $23.1 million in
2012.
As of June 30, 2015, the Company had $32.2 million in total assets,
$12.8 million in total liabilities and $19.4 million in total
stockholders' equity.
EMERALD INVESTMENTS: Court Overrules Objections to Plan
-------------------------------------------------------
The Gayla Longman Family Irrevocable Trust objected to the
Disclosure Statement and confirmation of the first amended joint
plan of liquidation filed by Ian. J. Gazes, as trustee to Emerald
Investments, LLC, Kriti Ripley, LLC, and Ashley River Properties
II, LLC.
The Longman Trust contends that the Plan cannot be confirmed
because it fails to satisfy section 1129(a)(10) of the Bankruptcy
Code, which requires that a plan with one or more impaired classes
contain at least one impaired accepting class. The Longman Trust
argues that the Plan's accepting class, Class 1, inappropriately
contains both the secured and deficiency claims of Kriti. If Class
1 only contained the secured portion of Kriti's claim -- which
Longman contends that it should -- Class 1 would be unimpaired
because Kriti will receive its collateral by operation of the Plan.
With respect to the Disclosure Statement, the Longman Trust
contends that it should not be approved because it fails to provide
"adequate information" required by section 1125 of the Bankruptcy
Code.
Schulte Roth & Zabel LLP joined in the Longman Trust Objection.
In a Memorandum Opinion dated November 6, 2015, which is available
at http://is.gd/EMBzZHfrom Leagle.com, Judge Martin Glenn of the
United States Bankruptcy Court for the Southern District of New
York overruled the Disclosure Statement and Confirmation
Objections. Judge Glenn said he will enter a separate order
confirming the Plan and approving the Disclosure Statement with
findings of fact and conclusions of law on all other plan
confirmation issues.
The case is In re: ASHLEY RIVER CONSULTING, LLC, Chapter 11,
Debtor. In re: EMERALD INVESTMENTS, LLC, Debtor, CASE NOS. 14-13406
(MG), 14-13407 (MG)(Bankr. S.D.N.Y.).
Ashley River Consulting, LLC, Debtor, represented by Randolph E.
White, Esq. -- rwhite@wwlawgroup.com -- White & Wolnerman, PLLC,
David Y. Wolnerman, Esq. -- dwolnerman@wwlawgroup.com -- White &
Wolnerman, PLLC.
Ian J. Gazes, Trustee, represented by Ian J. Gazes, Esq. -- Gazes
LLC.
About Emerald Investments
Emerald Investments, LLC, sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 14-13407) in Manhattan on Dec. 15, 2014.
The case is assigned to Judge Martin Glenn.
Norwalk, Connecticut-based Emerald Investments estimated $10
million to $50 million in assets and less than $10 million in
debt.
The formal schedules of assets and liabilities, as well as the
statement of financial affairs, are due Dec. 29, 2014.
The Debtor has tapped David Y. Wolnerman, Esq., at White &
Wolnerman, PLLC, in New York, as counsel.
EMPIRE RESORTS: Reports $13.1 Million Net Loss for Third Quarter
----------------------------------------------------------------
Empire Resorts, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $13.1 million on $19.5 million of net revenues for the three
months ended Sept. 30, 2015, compared to a net loss of $4.84
million on $18.8 million of net revenues for the same period during
the prior year.
For the nine months ended Sept. 30, 2015, the Company reported a
net loss of $24.8 million on $51.88 million of net revenues
compared to a net loss of $20.5 million on $49.6 million of net
revenues for the same period a year ago.
As of Sept. 30, 2015, the Company had $73.4 million in total
assets, $63.4 million in total liabilities and $10 million in total
stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/z18jrI
About Empire Resorts
Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.
Empire Resorts reported a net loss applicable to common shares of
$24.1 million on $65.2 million of net revenues for the year ended
Dec. 31, 2014, compared to a net loss applicable to common shares
of $27.05 million on $70.96 million of net revenues in 2013.
ENERGY FUTURE: Paydown Does Not Make Applicable Premium Due
-----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware denied Computershare Trust Company, N.A. and
Computershare Trust Company of Canada's ("Second Lien Trustee")
Motion for Partial Summary Judgment and in Opposition to EFIH
Debtors' Motion for Partial Summary Judgment.
The Second Lien Trustee is the indenture trustee for the 11% Senior
Secured Second Lien Notes due 2021 and 11.75% Senior Secured Second
Lien Notes due 2022. Pursuant to the Indenture dated April 25, 2011
and the First Supplemental Indenture dated February 6, 2012, Energy
Future Intermediate Holding Company LLC and EFIH Finance Inc.
("EFIH") issued $406,392,000 of 2021 Second Lien Notes and $1.750
billion of 2022 Second Lien Notes. Pursuant to the Second Lien
Indenture and the Bankruptcy Code, the Second Lien Trustee timely
filed Proofs of Claim Nos. 7486 and 7487. Nine months after Energy
Future Holdings Corp. and a number of its affiliates and
subsidiaries, including EFIH, filed for bankruptcy in the District
of Delaware, EFIH sought Court approval to use its remaining DIP
financing to pay $750 million of principal and accrued interest
under the Second Lien Notes. The Court approved the Partial
Paydown, and the Second Lien Notes were partially paid on March 11,
2015.
The Second Lien Trustee asserts, through its Amended Complaint, a
claim on behalf of the holders of the Second Lien Notes against
EFIH for EFIH's failure to pay the "Applicable Premium," which the
Second Lien Trustee claims became due when EFIH made the Partial
Paydown. The Second Lien Trustee also asks the Court to rule that
any future paydown of the Second Lien Notes prior to their Call
Dates will give rise to a secured claim for the Applicable
Premium.
The Court found that as the Second Lien Notes were automatically
accelerated as a result of the Debtors' bankruptcy filings, the
Partial Payment of the Second Lien Notes was not an optional
redemption nor will any future payment be an optional redemption.
Judge Sontchi held that the Partial Paydown was not "optional" as
the Second Lien Notes were accelerated under the terms of section
6.02 of the Second Lien Indenture. Judge Sontchi contends that
according to the terms of the Second Lien Indenture, the Applicable
Premium is not due. Judge Sontchi further contends that the Second
Lien Indenture does not provide specifically for a payment of a
premium upon acceleration, nor does it refer back to specific
sections of the Second Lien Indenture. Judge Sontchi asserts that
the Second Lien Indenture's acceleration clause is unambiguous,
insufficient and lacking in explicitness regarding whether a
make-whole premium is due upon an event of default. He concludes
that after acceleration, the Second Lien Trustee does not have a
valid claim for the Applicable Premium.
The Second Lien Trustee, filed an appeal from the Court's Amended
Memorandum Opinion and Corrected Order.
Computershare Trust Company and Computershare Trust Company of
Canada are represented by:
Laura Davis Jones, Esq.
Robert J. Feinstein, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 N. Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899-8705 (Courier 19801)
Telephone: (302)652-4100
Facsimile: (302)652-4400
E-mail: ljones@pszjlaw.com
rfeinstein@pszjlaw.com
- and -
Thomas Moers Mayer, Esq.
Gregory A. Horowitz, Esq.
Joshua K. Brody, Esq.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
1177 Avenue of the Americas
New York, NY 10036
Telephone: (212)715-9100
Facsimile: (212)715-8000
E-mail: tmayer@kramerlevin.com
ghorowitz@kramerlevin.com
jbrody@kramerlevin.com
- and -
Stephanie Wickouski, Esq.
BRYAN CAVE LLP
1290 Avenue of the Americas
New York, NY 10104-3300
Telephone: (212)541-1114
Facsimile: (212)904-0514
E-mail: stephanie.wickouski@bryancave.com
About Energy Future Holdings
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
Largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases
Jointly
administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement
are represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor. The EFH
equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
the
second-lien noteholders owed about $1.6 billion, is represented by
Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors. The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring. The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.
ENERGY FUTURE: Second Lien Indenture Trustee Denied Stay Relief
---------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware refused the Second Lien Indenture Trustee's
motion seeking limited relief from the automatic stay.
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
Largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases
Jointly
administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement
are represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor. The EFH
equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
the
second-lien noteholders owed about $1.6 billion, is represented by
Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors. The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring. The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.
FACILITY PERFORMANCE: Case Summary & 13 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Facility Performance, LLC
P.O. Box 3038
Ocala, FL 34478
Case No.: 15-05021
Chapter 11 Petition Date: November 16, 2015
Court: United States Bankruptcy Court
Middle District of Florida (Jacksonville)
Debtor's Counsel: Richard A. Perry, Esq.
RICHARD A PERRY, ATTORNEY AT LAW
820 East Fort King Street
Ocala, FL 34471
Tel: 352-732-2299
Fax: 13524584297
Email: richard@rapocala.com
Total Assets: $374,374
Total Liabilities: $2.46 million
The petition was signed by Louie F. Wise, III, manager.
A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb15-05021.pdf
FINJAN HOLDINGS: Incurs $4.70 Million Net Loss in Third Quarter
---------------------------------------------------------------
Finjan Holdings, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $4.70 million on $0 of revenues for the three months ended Sept.
30, 2015, compared to net income of $553,000 on $4.99 million of
revenues for the same period during the prior year.
For the nine months ended Sept. 30, 2015, the Company reported a
net loss of $11.5 million on $700,000 of revenues compared to a net
loss of $4.69 million on $4.99 million of revenues for the same
period last year.
As of Sept. 30, 2015, the Company had $9.93 million in total
assets, $2.66 million in total liabilities and $7.27 million in
total stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/UexTLi
About Finjan
Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats. Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.
Finjan reported a net loss of $10.47 million in 2014 following a
net loss of $6.07 million in 2013.
GT ADVANCED: Accepting Indications of Interest for Merlin Assets
----------------------------------------------------------------
GT Advanced Technologies Inc. is accepting non-binding indications
of interest for its assets associated with its Merlin business
until Dec. 14, 2015.
Merlin is a solar cell metallization and interconnect technology,
which helps reduce costs across the entire value chain of
traditional solar farms.
The Merlin business is currently conducted out of a leased facility
in San Jose, California. The assets primarily consist of
intellectual property rights, certain fixed assets and inventory,
according to court filings.
Interested buyers should contact Rothschild Inc., the company's
financial advisor and investment banker.
About GT Advanced Technologies
Headquartered in Merrimack, New Hampshire, GT Advanced Technologies
Inc. -- http://www.gtat.com/-- produces materials and equipment
for the electronics industry. On Nov. 4, 2013, GTAT announced a
multi-year supply deal with Apple Inc. to produce sapphire glass
material for use in consumer electronics products.
Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.
GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ
stock exchange in October 2014.
As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.
On Oct. 6, 2014, GT Advanced Technologies and eight affiliates
filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 4-11916). GT
says that it has sought bankruptcy protection due to a severe
liquidity crisis brought about by its issues with Apple.
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.
The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors. The Committee' professionals are Kelley
Drye as its bankruptcy counsel; Devine, Millimet & Branch,
Professional Association as local counsel; EisnerAmper LLP as
financial advisors; and Houlihan Lokey Capital, Inc. as investment
banker.
GTAT has reached a settlement with Apple. The settlement gives
Apple an approved claim for $439 million secured by more than 2,000
sapphire furnaces that GT Advanced owns and has four years to sell,
with proceeds going to Apple. In addition, Apple gets
royalty-free, non-exclusive licenses for GTAT's technology.
The bankruptcy case is assigned to Judge Henry J. Boroff.
GT ADVANCED: To Hold Fifth Online Auction for Excess Assets
-----------------------------------------------------------
GT Advanced Technologies Inc. announced its plan to hold a fifth
online auction for its excess assets.
The auction will be conducted in accordance with the order dated
April 16, 2015, issued by the U.S. Bankruptcy Court for the
District of New Hampshire, which authorized the company to sell its
excess assets via online auction.
A list of the assets that will be sold at the auction can be
accessed for free at http://is.gd/SJVg8t
About GT Advanced Technologies
Headquartered in Merrimack, New Hampshire, GT Advanced Technologies
Inc. -- http://www.gtat.com/-- produces materials and equipment
for the electronics industry. On Nov. 4, 2013, GTAT announced a
multi-year supply deal with Apple Inc. to produce sapphire glass
material for use in consumer electronics products.
Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.
GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ
stock exchange in October 2014.
As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.
On Oct. 6, 2014, GT Advanced Technologies and eight affiliates
filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 4-11916). GT
says that it has sought bankruptcy protection due to a severe
liquidity crisis brought about by its issues with Apple.
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.
The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors. The Committee' professionals are Kelley
Drye as its bankruptcy counsel; Devine, Millimet & Branch,
Professional Association as local counsel; EisnerAmper LLP as
financial advisors; and Houlihan Lokey Capital, Inc. as investment
banker.
GTAT has reached a settlement with Apple. The settlement gives
Apple an approved claim for $439 million secured by more than 2,000
sapphire furnaces that GT Advanced owns and has four years to sell,
with proceeds going to Apple. In addition, Apple gets
royalty-free, non-exclusive licenses for GTAT's technology.
The bankruptcy case is assigned to Judge Henry J. Boroff.
HERITAGE PARTNERS: Dismissal of Stroock Malpractice Suit Affirmed
-----------------------------------------------------------------
In a Decision dated November 5, 2015, which is available at
http://is.gd/yf0qfUfrom Leagle.com, the Appellate Division of the
Supreme Court of New York, First Department, unanimously affirmed
the Order of Judge Shirley Werner Kornreich of the Supreme Court of
New York County dated May 9, 2014, which granted defendant Stroock
& Stroock & Lavan LLP's motion to dismiss the legal malpractice
complaint.
The court applied the correct standard and properly dismissed the
complaint. Its unsupported factual allegations, speculation and
conclusory statements failed to sufficiently show that but for
defendant's alleged failure to advise Plaintiffs Heritage Partners,
LLC, et al to pursue Chapter 11 bankruptcy upon their default on a
$47 million loan, plaintiffs would not have lost approximately $80
million in equity in the underlying condominium project in
Tribeca.
In light of the numerous obstacles to pursuing, let alone
successfully achieving, Chapter 11 reorganization, plaintiffs'
allegations were couched in terms of gross speculations on future
events and pointed to the speculative nature of plaintiffs' claim.
The case is HERITAGE PARTNERS, LLC, ET AL., Plaintiffs-Appellants,
v. STROOCK & STROOCK & LAVAN LLP, Defendant-Respondent, 16072,
159713/13, 2015 NY Slip Op 08074 (N.Y. App. Div.).
Appellant is represented by:
Brian J. Shoot, Esq.
SULLIVAN PAPAIN BLOCK MCGRATH & CANNAVO P.C.
Equitable Life Bldg.
120 Broadway, New York, NY 10271, USA
Phone: 212-732-9000
Respondent is represented by:
Bruce H. Schneider, Esq.
STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane
New York, NY 10038-4982
Phone: 212-806-5400
Email: bschneider@stroock.com
HII TECHNOLOGIES: Amends List of 20 Largest Unsecured Creditors
---------------------------------------------------------------
HII Technologies, Inc., filed with the U.S. Bankruptcy Court for
the Southern District of Texas an amended list of 20 largest
unsecured creditors, disclosing:
Name of Creditor Nature of Claim Amount of Claim
---------------- --------------- ---------------
Power Reserve Corp Trade Debt $300,000
13310 Hempstead Hwy
Houston, TX 77040
Sutherland Asbill & Brennan Legal Fees $97,249
LLP
Indeglia & Carney LLP Trade Debt $60,654
Nations Fund I, LLC Trade Debt $52,652
MZHCI, LLC Trade Debt $50,049
Strasburger & Price, LLP Legal Fees $38,031
Jackson Walker, LLP Legal Fees $29,838
Hilco Valuation Services, Trade Debt $25,527
LLC
Weaver and Tidwell, LLP Trade Debt $25,000
Source Capital Group, Inc. Trade Debt $25,000
L.L. Bradford Trade Debt $23,760
Broadridge ICS Trade Debt $23,101
Malone & Bailey, LLP Accounting $18,500
Enterprise FM Trust Trade Debt $12,496
Ham, Langston & Brezina, Trade Debt $10,000
LLP
Internal Revenue Service Payroll Taxes $9,674
PMB Helin Donovan Trade Debt $7,400
ERGOS Technology Trade Debt $6,992
American Registrar & Trade Debt $6,931
Transfer Co.
P3 Data Systems, Inc. Trade Debt $5,055
Chief Restructuring Officer Loretta R. Cross signed the filing.
About HII Technologies
HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling
of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power
Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr.
S.D.
Tex. proposed lead case No. 15-60070) on Sept. 18, 2015. Judge
David R Jones is assigned to the cases.
HII Technologies (HIITQ) is a publicly-traded oilfield services
company which entered the hydraulic fracturing water management
business via acquisition of Apache Energy Services dba AES Water
Solutions in September 2012.
HII Technologies currently has only one employee, its CEO, Matt
Flemming.
HII Technologies reported assets of $17.6 million and liabilities
of $26.5 million as of July 31, 2015.
The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius
Ross, Inc. for management and restructuring services.
Judy A. Robbins, U.S. for Region 7, appointed three persons to
serve in the Official Committee of Unsecured Creditors. The
Committee tapped Locke Lord LLP as its counsel.
HII TECHNOLOGIES: Apache Energy Wants Ch. 11 Trustee for AES
------------------------------------------------------------
An Ad Hoc Committee of Debtor Apache Energy Services LLC asked the
U.S. Bankruptcy Court for the Southern District of Texas to appoint
a Chapter 11 trustee for the Debtor, saying a Chapter 11 trustee is
needed to provide independent decision-making and management to AES
in its chapter 11 bankruptcy case and to avoid a conflict of
interest.
At present, all managerial, legal, and financial decisions that
impact AES and its unsecured creditors are being made by Loretta
Cross, who is the sole corporate officer of AES' parent, Debtor HII
Technologies, Inc., the Ad Hoc Committee pointed out. Debtor HII
is the 100% shareholder of AES. As the 100% shareholder of Debtor
AES, Debtor HII is managing the AES bankruptcy case in a way that
will (a) benefit Heartland Bank, the secured creditor of HII; and
(b) benefit the creditors of Debtor HII, at the expense of the
unsecured creditors of AES, the Ad Hoc Committee asserted.
As reported by The Troubled Company Reporter, citing
BankruptcyData, AES also has claims against its parent HII and
HII's corporate officers which are material. The intercompany
claims held by AES against its parent, Debtor HII make it
impossible for management of Debtor HII to discharge their
fiduciary obligations to Debtor AES, according to the Ad Hoc
Committee.
The Ad Hoc Committee also noted that the unsecured creditors of
Debtor AES are also different from the creditors of Debtor HII and
share different goals in the cases. The unsecured trade creditors
of AES wish to reorganize the company while Debtor HII seeks to
liquidate the assets of all Debtors and pay the proceeds to
Heartland Bank.
The Official Committee of Unsecured Creditors of HII Technologies,
Inc., asked the Court to deny the motion. Heartland Bank and
McLarty Capital Partners SBIC, L.P., also objected to the trustee
motion stating that the Motion must be denied because the Ad Hoc
Group has failed to carry its heavy burden seeking an
"extraordinary remedy." The Debtors argued that the motion must be
denied because it (i) is procedurally improper; (ii) has no factual
basis whatsoever; and (iii) fails to satisfy the "extraordinary
remedy" and high legal standard for appointing a chapter 11
trustee.
Heartland Bank and McLarty Capital are represented by:
Mark B. Joachim, Esq.
ARENT FOX LLP
1717 K Street, NW
Washington, DC 20006-5344
Tel: (202) 857-6018
Fax: (202) 857-6395
Fax: mark.joachim@arentfox.com
-- and --
E. Lee Morris, Esq.
MUNSCH HARDT KOPF & HARR, P.C.
700 Milam Street, Suite 2700
Houston, TX 77002-2806
Tel: (713) 222-1470
Fax: (214) 855-7584
E-mail: lmorris@munsch.com
About HII Technologies
HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling
of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power
Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D.
Tex. proposed lead case No. 15-60070) on Sept. 18, 2015. Judge
David R Jones is assigned to the cases.
HII Technologies (HIITQ) is a publicly-traded oilfield services
company which entered the hydraulic fracturing water management
business via acquisition of Apache Energy Services dba AES Water
Solutions in September 2012.
HII Technologies currently has only one employee, its CEO, Matt
Flemming.
HII Technologies reported assets of $17.6 million and liabilities
of $26.5 million as of July 31, 2015.
The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius
Ross, Inc. for management and restructuring services.
Judy A. Robbins, U.S. for Region 7, appointed three persons to
serve in the Official Committee of Unsecured Creditors. The
Committee tapped Locke Lord LLP as its counsel.
HII TECHNOLOGIES: McKool Smith Approved as Bankruptcy Counsel
-------------------------------------------------------------
The Hon. David R. Jones of the U.S. Bankruptcy Court for the
Southern District of Texas authorized HII Technologies, Inc., et
al., to employ McKool Smith, P.C. as counsel.
The Debtors, prior to the Petition Date, hired McKool as counsel
and the firm became familiar with the Debtors' business and
affairs, well as many of the potential legal issues that may arise
during the pendency of the cases.
McKool is expected to render these legal services:
a. advising the Debtors of their rights, powers, and duties as
debtors-in-possession under the Bankruptcy Code;
b. performing all legal services for and on behalf of the
Debtors that may be necessary or appropriate in the administration
of the chapter 11 cases and the Debtors' business; and
c. advising the Debtors concerning, and assisting in, the
negotiation and documentation of financing agreements and debt
restructurings.
The primary attorneys within McKool who will represent the Debtors
and their hourly rates are:
Name Position Hourly Rate
---- -------- -----------
Hugh M. Ray, III Principal $595
Christopher Johnson Senior Counsel $495
Benjamin Hugon Associate $395
H. Justin Pace Associate $325
Veronica Manning Associate $300
Hugh M. Ray, III in support of the application, stated that as of
the Petition Date, the Debtors do not owe McKool any amounts for
legal services rendered before the Petition Date.
To the best of the Debtors' knowledge McKool is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About HII Technologies
HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling
of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power
Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D.
Tex. proposed lead case No. 15-60070) on Sept. 18, 2015.
JudgeDavid R Jones is assigned to the cases.
HII Technologies (HIITQ) is a publicly-traded oilfield services
company which entered the hydraulic fracturing water management
business via acquisition of Apache Energy Services dba AES Water
Solutions in September 2012.
HII Technologies currently has only one employee, its CEO, Matt
Flemming.
HII Technologies reported assets of $17.6 million and liabilities
of $26.5 million as of July 31, 2015.
The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius
Ross, Inc. for management and restructuring services.
Judy A. Robbins, U.S. for Region 7, appointed three persons to
serve in the Official Committee of Unsecured Creditors.
HOSTESS BRANDS: Final Asset Sale Clears Path for End to Ch. 11
--------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that the former
Hostess Brands Inc. on Nov. 6, 2015, got a New York bankruptcy
judge's approval to sell off its remaining assets to a noteholder
group out more than $156 million, clearing the shuttered snack food
company's path to wind up its affairs and leave Chapter 11 at
year's end.
U.S. Bankruptcy Judge Robert Drain approved a plan for Old HB, the
corporate entity holding what's left of the old Hostess business,
to unload the estate's remaining value to a group of bondholders.
About Hostess Brands
Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder. Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.
Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York. Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.
The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).
In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.
Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.
Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.
The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.
Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike. The Debtor failed to reach an agreement with
BCTGM on contract changes.
Hostess Brands sold its businesses and most of the plants to five
different buyers for an aggregate of $860 million. Hostess still
has some plants, depots and other facilities the buyers didn't
acquire.
The bankruptcy estate has changed its name to Old HB Inc.
HOVENSA LLC: Accuses Monarch Energy of Disrupting Chapter 11 Sale
-----------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that St. Croix oil
refinery Hovensa LLC on Nov. 5, 2015, asked a bankruptcy judge to
block a bid by its rival Monarch Energy Partners to acquire the
Debtor's shuttered refining facility in the British Virgin Islands
for $40 million, saying Monarch is attempting to undermine an
upcoming Chapter 11 auction for its assets.
In an objection, Hovensa challenged Monarch's request to lift the
automatic bankruptcy stay.
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.
J & N ACQUISITIONS: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: J & N Acquisitions, Inc.
dba Kids Place
6763 NW Daffodil Lane
Port St. Lucie, FL 34983
Case No.: 15-30152
Chapter 11 Petition Date: November 16, 2015
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Judge: Hon. Paul G. Hyman, Jr.
Debtor's Counsel: Malinda L Hayes, Esq.
MARKARIAN FRANK WHITE-BOYD & HAYES
2925 PGA Blvd., Suite #204
Palm Beach Gardens, FL 33410
Tel: 561-626-4700
Fax: 561-627-9479
Email: malinda@businessmindedlawfirm.com
Total Assets: $1.14 million
Total Liabilities: $2.15 million
The petition was signed by Janice Williams, CEO.
A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb15-30152.pdf
JAMES D. BOWIE: Ch. 11 Confirmation Needs $417K Claim Acceptance
----------------------------------------------------------------
James Bowie is self-employed as a woodworker and manufacturer of
fine furniture. In 2011, he purchased the real property at 5990
Bald Mountain Road, Browns Valley, California, from an elderly
widow, Carol M. Alberigi, who took back a note in favor of the
Carol M. Alberigi Revocable Trust for most of the purchase price.
In 2013, Bowie borrowed a further $30,000.00 from Alberigi in order
to start a woodworking school. This obligation was secured by a
junior deed of trust to Bowie's real property at 425 5th Street,
Marysville, California.
The note to Alberigi secured by the Browns Valley property was all
due and payable on August 1, 2016. Alberigi was unwilling to modify
the terms of her note and commenced foreclosure proceedings when
Bowie defaulted on his obligations to her. Bowie filed this Chapter
11 in order to modify his obligations without her consent. His
Chapter 11 plan of reorganization is now before the court. Alberigi
is the sole remaining objecting creditor.
Alberigi objects on three grounds: that the plan is not feasible,
that Bowie's proposed valuation of the property is too low, and
that the plan is not fair and equitable as to her.
In the Memorandum dated November 5, 2015, which is available at
http://is.gd/Vxt7z4from Leagle.com, Judge Alan Jaroslovsky of the
United States Bankruptcy Court for the Northern District of
California ruled that the plan as currently proposed is unfair to
Alberigi and cannot be confirmed. However, the court notes that
Bowie is under a deadline to obtain confirmation and therefore a
simple denial may leave him without a chance to revise his plan.
Since the plan is otherwise confirmable, the court will confirm the
plan if the value of Alberigi's secured claim is fixed at $417,437,
the interest rate is 10% percent per annum until such time as the
court fixes a different rate, payments are amortized as proposed
and begin on January 1, 2016, and the note is all due and payable
on January 1, 2021. If these provisions are acceptable to Bowie,
his counsel shall submit a form of order confirming his plan which
incorporates these provisions. If they are not acceptable to Bowie,
then counsel for Alberigi shall submit a form of order denying
confirmation.
The case is In re JAMES D. BOWIE, Debtor(s), NO. 15-10144 (Bankr.
N.D. Calif.).
James Dunlop Bowie, Debtor, represented by:
David N. Chandler Jr., Esq.
LAW OFFICES OF DAVID N. CHANDLER
1747 4th St
Santa Rosa, CA 95404
Phone: (707) 528-4331
Fax: (707) 573-0436
JCP PROPERTIES: 2nd Ch. 11 Case Dismissed for Lack of Good Faith
----------------------------------------------------------------
In October of 2011, JCP Properties, LTD., filed its first Chapter
11 case, thereafter confirming a plan in October of 2012. The plan
has since been substantially consummated. The first chapter 11
case was closed by final decree in November of 2012 but the Debtor
reopened that case in June 2015. The Debtor now motions for a
Final Decree to close the first Chapter 11 case.
After the first Chapter 11 case was reopened, the Debtor filed a
second Chapter 11 case in August 2015. The Debtor has not yet
offered a plan, but it seeks to fashion a new Chapter 11 plan aimed
at liquidation. The Debtor's secured creditor, RREF CB SBL II-TX,
LLC, successor in interest to Compass Bank, motions to have the
successive, second Chapter 11 case dismissed and alternatively
motions for relief from the automatic stay.
Due to the substantially interrelated nature of these two Chapter
11 cases and the three pending motions therein, the Court jointly
considered the pending motions.
In a Memorandum Opinion dated November 5, 2015, which is available
at http://is.gd/pFev7f,Judge Eduardo V. Rodriguez of the United
States Bankruptcy Court for the Southern District of Texas, McAllen
Division, granted the Debtor's Motion for Final Decree and RREF's
Motion For Relief From the Automatic Stay. Judge Rodriguez also
dismissed the JCP II case due to the Debtor's lack of good faith in
filing a serial Chapter 11.
The case is IN RE: JCP PROPERTIES, LTD.; aka JCP PROPERTIES, LTD,
Chapter 11, Debtor, NO. 15-70391 (Bankr. S.D. Tex.).
JCP Properties, LTD, Debtor, represented by Antonio Martinez Jr.,
Esq. & Antonio Villeda, Esq.
KITTUSAMY LP: Amended Schedule Lists $13.7-Mil. in Assets
---------------------------------------------------------
Kittusamy, LLP, filed with the U.S. Bankruptcy Court for the
District of Nevada amended schedules of assets and liabilities,
disclosing:
Name of Schedule Assets Liabilities
---------------- ------------ -----------
A. Real Property $0
B. Personal Property $13,753,362
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $6,454,918
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-priority
Claims $9,560,495
----------- ------------
TOTAL $13,753,362 $16,015,413
As reported by the Troubled Company Reporter on Sept. 21, 2015, the
Debtor disclosed total assets of $11,753,362 and total liabilities
of $16,015,411.
A copy of the Debtor's amended schedules is available for free at:
http://bankrupt.com/misc/Kittusamy_177_Sept24amendedSAL.pdf
Kittusamy, LLP, doing business as Las Vegas Medical Centers, is
subject to an involuntary Chapter 11 bankruptcy petition filed by
creditors owed $6.93 million on business loans and an equipment
lease.
The creditors who signed the petition are Moonshell, LLC,
Xspectra, Inc., Seven Hills Equipment, LLC, and Venus Group, LLC.
Moonshell and Venus are represented by Samuel A. Schwartz, Esq., at
Schwartz Flansburg PLLC. Xspectra and Seven Hills are represented
by Matthew C. Zirzow, Esq., at Larson & Zirzon, LLC.
The Debtor disclosed total assets of $11,753,362 and total
liabilities of $16,015,411 as of the Petition Date.
KITTUSAMY, LLP: Moonshell, Venus Seek Appointment of Ch. 11 Trustee
-------------------------------------------------------------------
Creditors Moonshell, LLC, and Venus Group, LLC, ask the U.S.
Bankruptcy Court for the District of Nevada to appoint a Chapter 11
trustee in the case over the estate of debtor Kittusamy, LLP.
Samuel A. Schwartz, Esq., at Schwartz Flansburg PLLC, in Las Vegas,
Nevada, tells the Court that the appointment of a Chapter 11
trustee in the case is critical for the creditors to enjoy any kind
of meaningful recovery. Mr. Schwartz further tells the Court that
not only is the Debtor's management failing to work effectively
with parties-in-interest, but management cannot perform as
fiduciaries for the estate. He adds that the relationship between
the Debtor's management and the Creditors is so fractured, it
cannot be repaired. Mr. Schwartz relates that the recent filings
of three parties seeking to compel the Debtor to pay administrative
expenses and assume or reject contracts, demonstrates the Debtor's
relationships with its creditor base as a whole, is frayed.
Moonshell and Venus Group are represented by:
Samuel A. Schwartz, Esq.
Bryan A. Lindsey, Esq.
SCHWARTZ FLANSBURG PLLC
6623 Las Vegas Blvd South, Suite 300
Las Vegas, NV 89119
Telephone: (702)385-5544
Facsimile: (702)385-2741
E-mail: sam@nvfirm.com
bryan@nvfirm.com
About Kittusamy, LLP
Kittusamy, LLP, doing business as Las Vegas Medical Centers, is
was subject to an involuntary Chapter 11 bankruptcy petition filed
by creditors owed $6.93 million on business loans and an equipment
lease. The creditors that signed the petition are Moonshell, Venus
Group, Seven Hills Equipment LLC and Xspectra Inc.
The U.S. Bankruptcy Court for the District of Nevada approved
Kittsumay's request for relief under Chapter 11 of the Bankruptcy
Code, provided that the Debtor must timely file all documents
required by the Bankruptcy Code, the Federal Rules of Bankruptcy
Procedures, and the Local Rules of Practice for the United States
District Court for the District of Nevada.
Kittusamy is represented by:
Bart K. Larsen, Esq.
Jason M. Bacigalupi, Esq.
KOLESAR & LEATHAM
400 S. Rampart Blvd., Ste. 400
Las Vegas, Nevada 89145
Tel: (702) 362-7800
E-mail: blarsen@klnevada.com
jbacigalupi@klnevada.com
KRATOS DEFENSE: Moody's Lowers CFR to Caa2, Outlook Stable
----------------------------------------------------------
Moody's Investors Service has downgraded ratings of Kratos Defense
& Security Solutions, Inc., including the Corporate Family Rating
to Caa2 from Caa1. The rating outlook is Stable.
Ratings Downgraded:
Corporate Family, to Caa2 from Caa1
Probability of Default, to Caa2-PD from Caa1-PD
$450 million senior secured notes, to Caa2 LGD-4 from Caa1 LGD-4
Ratings Affirmed:
Speculative Grade Liquidity, SGL-3
Outlook: Stable
RATINGS RATIONALE
The CFR has been downgraded to Caa2 because Kratos' revenue decline
since 2013 along with an operating cash flow deficit and weak
interest coverage of late make the capital structure seem
potentially untenable. Over the first nine months of 2015 reported
funds from operation interest coverage, pro forma for the August
2015 Herley divestiture and associated $216 million debt reduction,
was weak at 0.8x. Kratos' estimates that its 2015 debt to EBITDA
(excludes a range of special items) ratio will be 10x to 11x.
Credit metrics may not materially improve in 2016. R&D and
proposal spending within Kratos' unmanned aerial systems, which has
added expense and capital expenditure, will, at a minimum, continue
across the first half of 2016.
The rating outlook is nonetheless Stable because the near-term
liquidity position seems adequate, recent backlog growth suggests
that the revenue decline could at least flatten in 2016, the
defense budget outlook has improved and potential for, albeit low,
free cash flow next year exists. Kratos should end 2015 without
borrowings under its $110 million ABL revolver (unrated) and with
cash of $20 million to $25 million (not all domestically held).
There is only $1.2 million of near-term debt amortization scheduled
and the secured notes do not mature until 2019. The company states
that it views its most ambitious unmanned aerial system development
project (unmanned aerial combat R&D/SG&A/capital expenditure of
about $12 million annually), as discretionary spending that could
be quickly curtailed.
While unmanned systems development spending has notably contributed
to cash flow deficits, the rating acknowledges that upside
potential exists from the development work. As aircraft costs have
continued to escalate the US Department of Defense ("DoD") has
started solicitations for economical, medium and long range
unmanned combat aircraft vehicle systems that could be used in
swarms, bringing 'mass' to an engagement. While the unit price
would not be high relative to manned aircraft, the operational
concept suggests an ultimate production volume that would be-- a
substantial revenue opportunity for Kratos. The company's
intellectual property and well established reputation at
manufacturing a range of limited life/sortie aerial target drones,
and their related command/control systems, make its bidding
qualifications seem good. In the third quarter of 2015 Kratos
reported that its unmanned aerial combat vehicle successfully
completed its first flight. The development time and capital
requirement could ultimately exceed the company's ability however,
the field of competitive offerings will likely be robust, and the
DoD's solicitations may not result in a program.
The rating would be downgraded if the liquidity profile were to
become weak and/or if the probability of default, in Moody's view,
were to become more certain than not. Should revolver borrowings
start to occur, a minimum fixed charge covenant test would activate
and headroom could become problematic by late 2016 as the gain from
Herley divestiture ceases to benefit trailing earnings.
The rating would be upgraded with material backlog growth,
expectation of adequate liquidity beyond late 2016, declining
financial leverage, and funds from operation interest coverage (FFO
plus interest to interest) above 1.2x.
Kratos Defense & Solutions, Inc., headquartered in San Diego, CA,
operates in three sectors: Government Solutions (67% of first nine
months 2015 revenues), Public Safety and Security (22%) and
Unmanned Systems (11%). Moody's estimates an annual revenue run
rate (pro forma for the Herley divestiture) of about $640 million
at Sept. 27, 2015.
The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 2014.
LEVEL 3 COMMUNICATIONS: S&P Affirms 'BB-' CCR, Outlook Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
Broomfield, Colo.-based Level 3 Communications Inc. to positive
from stable. At the same time, S&P affirmed its 'BB-' corporate
credit rating, and all other ratings, on the company.
"The outlook revision reflects the company's improved credit
measures over the past year due to solid operating and financial
results," said Standard & Poor's credit analyst Scott Tan.
At the same time, the company has achieved about $170 million in
adjusted EBITDA run rate of its targeted $200 million of cost
synergies since the acquisition closed in October 2014, which is
ahead of S&P's expectations. Adjusted debt to EBITDA was in the
low 4x area as of the third quarter 2015 compared to about 4.5x at
year-end 2014, while FOCF to debt improved to about 8% from the 5%.
S&P believes that Level 3 has good prospects to improve key credit
measures over the next year. S&P could raise the ratings if the
company reduces leverage to below 4x and is on a trajectory to the
mid-3x area while maintaining FOCF to debt above 10% on a sustained
basis in 2016.
The rating outlook is positive and reflects S&P's expectation that
the company will continue to grow revenue and EBITDA over the next
year from customer growth and the upselling of its existing
customer base to new IP-based telecommunications products and
services, as well as cost synergies from the TW Telecom
acquisition. These factors should result in leverage improvement
and sustained levels of FOCF.
S&P could raise the ratings if Level 3 can reduce adjusted leverage
to below 4x, and is on a trajectory to the mid-3x area while
improving FOCF to debt above 10% on a sustained basis.
Conversely, S&P could revise the outlook to stable if business
conditions deteriorate, resulting in higher churn and pricing
pressure, or if the company pursues a more aggressive financial
policy, such that leverage remains above the 4x area.
LINN ENERGY: Moody's Lowers Corp. Family Rating to Caa1
-------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Linn Energy,
LLC's (LINE) proposed second lien secured notes, downgraded LINE's
Corporate Family Rating to Caa1 from B2, downgraded LINE's
Probability of Default Rating (PDR) to Caa3-PD from B2-PD, and
downgraded LINE's unsecured notes ratings to Caa3 from B3. Moody's
also downgraded the senior unsecured notes ratings of Berry
Petroleum Company to Caa2 from B3. At the same time, Moody's
affirmed LINE's Speculative Grade Liquidity Rating at SGL-3. The
outlooks at LINE and Berry remain negative.
The rating actions were taken in response to Linn's announcement of
a new second lien financing transaction. Moody's considers Linn's
pending retirement of $2 billion of its existing unsecured notes in
exchange for $1 billion of new second lien debt as a distressed
exchange for its senior unsecured debt, which is an event of
default under Moody's definition of default. Upon closing of the
second lien financing, Moody's will append Linn's PDR with an "/LD"
designation indicating limited default, which will be removed after
three business days. Moody's ratings are subject to review of all
final documentation related to this transaction.
"The downgrade of LINE's ratings reflect elevated distressed
exchange risk going forward at the company. While LINE's second
lien financing helps to improve the company's leverage metrics,
further debt reduction is necessary in order to improve asset
coverage of debt as the company's hedge book continues to roll off
into materially lower commodity prices," commented Gretchen French,
Moody's Vice President. "In addition, the additional secured debt
further subordinates LINE's unsecured debt."
Issuer: Linn Energy, LLC
Second Lien Secured notes, assigned Caa1 (LGD 4)
Corporate Family Rating (CFR), downgraded to Caa1 from B2
Probability of Default Rating (PDR), downgraded to Caa3-PD from
B2-PD
Senior Unsecured Notes, downgraded to Caa3 (LGD 5) from B3
(LGD 5)
Speculative Grade Liquidity Rating (SGL), affirmed at SGL-3
Outlook negative
Issuer: Berry Petroleum Company
Senior Unsecured Notes, downgraded to Caa2 (LGD 5) from B3
(LGD 5)
Outlook negative
RATINGS RATIONALE
LINE's Caa1 CFR reflects its high financial leverage profile and
weak asset coverage of debt, with debt per average daily production
and per proved developed reserves indicative of the Ca and B rating
categories, respectively. The Caa1 rating also reflects
constrained financial flexibility due to the company's high cost of
capital and an external liquidity profile that is declining.
LINE's Caa1 CFR is supported by the company's large reserve base
and production scale across a diverse set of basins. The company's
size and scale in terms of reserves, production and basin
diversification is similar to Baa-rated E&P peers. In addition,
the rating is supported by a profile of free cash flow generation
and management's focus on debt reduction, reflecting the suspension
of its distributions, the benefit of a strong hedge position
through 2016, and manageable capital spending required in order to
offset a base 15% decline rate and keep production flat.
LINE's second lien secured notes are rated Caa1, reflecting its
subordination to LINE's first lien secured borrowing base revolving
credit facility under Moody's Loss Given Default (LGD) methodology.
The downgrade of LINE's unsecured notes to Caa3 reflect the
subordination of the unsecured notes to LINE's secured borrowing
base revolving credit facility and its second lien secured notes.
Moody's believes that the Caa3 rating is more appropriate for the
LINE notes than the rating suggested by the Moody's LGD
Methodology. The Berry unsecured notes were downgraded to Caa2,
given that the new LINE second lien secured notes are only secured
by LINE's assets. The Caa2 rating on Berry's senior unsecured
notes reflects their contractual subordination of notes relative to
Berry's nearly fully drawn secured bank credit facility. Moody's
notes that LINE may continue to use second lien financing for
unsecured debt exchanges, and that recent amendments to both LINE
and Berry's revolvers enabled each company to incur up to $4
billion and $500 million, respectively, of second lien debt.
The SGL-3 Speculative Grade Liquidity Rating reflects LINE's
adequate liquidity profile through 2016. Supporting LINE's
liquidity profile is an expectation of free cash flow through 2016,
with a high level of hedged production and management focus on debt
reduction. However, LINE's alternative liquidity is declining,
with additional borrowing base reductions expected on its revolving
credit facilities in the Spring 2016 borrowing base redetermination
and the need for debt reduction in order to have sufficient
available liquidity. Moody's notes that with recent covenant
compliance relief, EBITDA/Interest covenant compliance cushion has
improved and should be adequate through 2016.
The outlook is negative, reflecting the challenges the company
faces in reaching sufficiently lower leverage levels prior to its
hedge positions rolling off and if commodity prices do not become
more supportive over time.
The ratings could be downgraded if LINE is not successful in
maintaining adequate liquidity and reducing debt levels
sufficiently in order to improve both asset coverage of debt.
The ratings could be upgraded if LINE is able to meaningfully
reduce debt balances such that asset coverage of debt (excluding
its hedges) improves above 1.0x.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
Linn Energy, LLC is an exploration and production company based in
Houston, Texas.
LIQUIDMETAL TECHNOLOGIES: Reports $1.23-Mil. Net Loss for Q3
------------------------------------------------------------
Liquidmetal Technologies, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.23 million on $42,000 of total revenue for the three
months ended Sept. 30, 2015, compared to a net loss of $1.02
million on $97,000 of total revenue for the same period during the
prior year.
For the nine months ended Sept. 30, 2015, the Company reported a
net loss of $5.79 million on $107,000 of total revenue compared to
a net loss of $7.44 million on $410,000 of total revenue for the
same period a year ago.
As of Sept. 30, 2015, the Company had $9 million in total assets,
$3.44 million in total liabilities and $5.56 million in total
stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/TrjqPk
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.
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.
LIVING BENEFITS ASSET: Case Summary & 12 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Living Benefits Asset Management, LLC
501 W. 10th Street
Fort Worth, TX 76102
Case No.: 15-44621
Chapter 11 Petition Date: November 16, 2015
Court: United States Bankruptcy Court
Northern District of Texas (Ft. Worth)
Judge: Hon. Mark X. Mullin
Debtor's Counsel: H Joseph Acosta, Esq.
FISHERBROYLES, L.L.P.
100 Highland Park Village, Suite 200
Dallas, TX 75205
Tel: 214-614-8939
Fax: 214-614-8992
Email: joseph.acosta@fisherbroyles.com
Total Assets: $885,000
Total Liabilities: $2,671,597
The petition was signed by Marcia Shieldknight, manager.
A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb15-44621.pdf
LIVING BENEFITS FINANCIAL: Case Summary & Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Living Benefits Financial Group, LLC
501 W. 10th Street
Fort Worth, TX 76102
Case No.: 15-44620
Chapter 11 Petition Date: November 16, 2015
Court: United States Bankruptcy Court
Northern District of Texas (Ft. Worth)
Judge: Hon. Russell F. Nelms
Debtor's Counsel: H Joseph Acosta, Esq.
FISHERBROYLES, L.L.P.
100 Highland Park Village, Suite 200
Dallas, TX 75205
Tel: 214-614-8939
Fax: 214-614-8992
Email: joseph.acosta@fisherbroyles.com
Total Assets: $11,370
Total Liabilities: $4,687,972
The petition was signed by Marcia Shieldknight, managing director.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb15-44620.pdf
MACK-CALI REALTY: Fitch Cuts Issuer Default Rating to 'BB+'
-----------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) for
Mack-Cali Realty Corporation (NYSE: CLI) and its operating
partnership Mack-Cali Realty, L.P. (collectively, Mack-Cali) to
'BB+' from 'BBB-'.
The Rating Outlook is Stable.
KEY RATING DRIVERS
The downgrade primarily reflects the company's weaker credit
metrics and capital markets access relative to other low investment
grade rated REITs, as well as challenging fundamentals in many of
its core northeast suburban office markets. Fitch expects CLI's
credit metrics to remain appropriate for a 'BB+' rated REIT through
our 2017 projection period.
CLI's new management has communicated a credible turnaround plan
that considers bondholders, but favors equity holders. The company
could reduce leverage below Fitch's 7.0x rating sensitivity for
positive rating momentum with the proceeds from $600 million to
$800 million of identified non-core asset sales. However, the
agency believes CLI is more likely to use the proceeds for
acquisitions and asset stabilization; repositioning and development
capex, particularly in the context of its manageable debt maturity
profile; and adequate access to unsecured bank term loan and
secured mortgage debt.
Longer-term, Fitch believes that management intends to reposition
CLI's portfolio and balance sheet to levels consistent with a low
investment grade rating, including leverage sustaining in the
mid-to-high 6x range. Fitch views public equity issuance as the
most likely avenue for future deleveraging, assuming successful
execution of the company's turnaround plan narrows the net asset
value (NAV) discount for its shares. Incremental net operating
income (NOI) from developments could also lead to lower leverage;
however, Fitch expects the company to continue to start new
developments as existing projects are delivered and stabilized.
SPECULATIVE GRADE CREDIT METRICS
Fitch expects Mack-Cali's leverage will sustain in the
low-to-mid-7.0x range through 2017, which is appropriate for a
'BB+' rated REIT with Mack-Cali's asset profile. Mack-Cali's
portfolio is principally comprised of capital intensive suburban
office properties in select New Jersey and, to a lesser extent, New
York and Connecticut suburbs - markets generally characterized by
stubbornly high vacancy rates and weak same-store NOI growth
prospects.
The company's leverage for the trailing 12-months (TTM) ended Sept.
30, 2015 was 7.2x. Fitch defines leverage as recurring operating
EBITDA, excluding non-cash above and below market lease
adjustments, over total debt net of readily available cash.
Fitch expects CLI's fixed-charge coverage (FCC) will weaken to the
mid-1.0x range, largely driven by elevated recurring maintenance
and leasing capex, including amenity capex related to the company's
portfolio repositioning and stabilization efforts. The latter is
somewhat non-routine in nature; however, Fitch has included it in
its estimate of maintenance capex, viewing it as deferred capital
spending, now required to keep the properties competitive. The
company's FCC was 1.8x for the LTM ended Sept. 30, 2015. Fitch
defines FCC as recurring operating EBITDA, excluding non-cash
revenues and including recurring cash distributions from joint
ventures, less maintenance capex over cash interest incurred.
FEWER CAPITAL AVENUES AVAILABLE
Fitch views CLI's access to attractively priced public equity and
debt as limited, based on the market implied discount to net asset
value (NAV) and yield for its shares and unsecured bonds. However,
Fitch believes the company retains adequate access to competitively
priced debt capital from unsecured bank term loans, as well as
mortgage debt capital for select higher value unencumbered assets.
CLI also has $565 million (94%) of availability under its $600
million revolver that matures in 2017.
During November 2015, the company created a separate REIT
subsidiary for its residential operations called Roseland
Residential Trust (RRT) to facilitate raising approximately $300
million of equity (through entity or project level joint ventures)
to help fund a portion of its residential development pipeline at
more attractive prices than what the company could achieve by
issuing CLI shares.
Fitch views the creation of RRT as a modest net credit positive in
so far as it reduces the need for CLI to take on additional debt to
fund RRT's development equity needs. However, the move adds some
financial reporting complexity while reducing operational
flexibility. Longer term, isolating RRT could also facilitate a
shareholder spin-off of the company's residential operations. Fitch
would likely view this as a credit negative that reduces the
earnings power and collateral value of CLI.
WEAK LIQUIDITY
CLI's sources of liquidity fall short of uses by $560 million,
resulting in 0.6x liquidity coverage under Fitch's liquidity
analysis for the period from Oct. 1, 2015 to Dec. 31, 2017. Fitch's
base case assumes that CLI successfully raises $300 million of
third-party equity to help fund its development pipeline at RRT.
Fitch expects the company to use the proceeds from non-core asset
sales (net of acquisitions) and secured mortgage and bank term loan
financings to fund its share of development equity. CLI's liquidity
coverage improves to 0.8x assuming it refinances 80% of its secured
mortgage maturities through 2017.
CLI's unencumbered asset coverage of unsecured debt (UA/UD) is
strong for the 'BB+' rating at 2.1x based on a stressed 9%
capitalization rate. Fitch expects this coverage to moderately
deteriorate due to incremental mortgage encumbrances and the sale
of select unencumbered properties. The company may also contribute
additional office assets to its RRT subsidiary for redevelopment.
Although these are likely to be underperforming suburban office
properties, they could lower the absolute value of UA,
nonetheless.
Fitch also sees the potential for CLI's UA portfolio quality to
decline in the near-to-medium term given the company's stated plans
to sell lower cap rate assets, such as its 125 Broad Street office
condo interest, depending on the use of proceeds. The company has
also indicated that it will consider putting mortgages on select
properties to help fund its share of development equity.
Mack-Cali has a low 40.8% dividend payout ratio of its adjusted
funds from operations (AFFO) for the quarter ended Sept. 30, 2015.
However, Fitch expects the company's AFFO payout ratio to exceed
100% during 2016, due to elevated maintenance and leasing capex,
including the company's planned building amenity enhancements.
CREDIBLE PLAN FACES HEADWINDS
Fitch views CLI's '20/15' turnaround strategy as generally
credible. Successful plan execution should improve the company's
overall asset and market quality and increase its property NOI. The
20/15 plan is a multi-year, multi-step strategy for reducing costs,
improving business relationships and enhancing the portfolio's
asset and market quality by 2018.
Regarding the latter, CLI plans to reposition its portfolio to
include 20 million square foot of office and 15,000 apartment units
by selling non-core and/or class B properties, reducing its office
and flex R&D portfolio exposure to roughly 10 submarkets from more
than 25. After completing its portfolio repositioning, CLI's office
portfolio will principally be concentrated in New Jersey markets
with access to transportation. The company will also exit its small
portfolio positions in the New York City, D.C. and suburban
Maryland office markets, as a result.
CLI has also outlined an aggressive, $2.7 billion apartment
development program to reach its 15,000 unit goal at its RRT
subsidiary by 2018. CLI will fund its share of the estimated
development costs with retained cash flow from operations and/or
asset sales, and possibly incremental borrowings.
The company's plan faces external execution risk, primarily from
challenging property market dynamics. Fitch expects New Jersey
office fundamentals will remain a headwind given the state's
relatively inhospitable business environment that includes high
labor and living costs, as well as regulatory and tax burdens.
Employment growth has been lackluster in New Jersey during the past
decade, partly due to consolidation in the telecom and
pharmaceutical industries, which has caused some jobs to be
eliminated or leave the state. Fitch's ratings case projections
assume the company's GAAP SSNOI grows by 3% during 2016 and is flat
during 2017 due to lease expiration driven vacancy in its New
Jersey waterfront portfolio.
Fitch is also less optimistic regarding some of the plan's
underlying assumptions. Amenity enhancements at select suburban
office properties should allow CLI to take leasing market share and
help stabilize portfolio occupancy, resulting in higher property
operating income. However, the agency lacks conviction that tenants
will pay premium rents for greater amenities given high submarket
vacancy rates and an uncertain competitive response from other New
Jersey office landlords. Separately, Fitch views the company's
goals for the retail at its New Jersey waterfront office assets as
ambitious relative to the $25 million estimated capital investment.
CLI's turnaround plan also assumes accommodative commercial real
estate (CRE) investment and capital markets. Although generally
open and attractively priced, the CRE debt capital markets have
experienced some disruption around interest rate volatility this
year. The company has identified roughly 40 non-core assets that
management estimates are worth between $600 million to $800 million
that CLI plans to sell in tempo with its capital needs. A delay in
timing or reduction in estimated proceeds could cause the company's
credit metrics to weaken further.
SOME NOTABLE GREEN SHOOTS
CLI's renewed operational focus appears to be gaining traction on
several fronts. Management has worked swiftly to devise and begin
implementing the 20/15 turnaround plan since joining the company in
June 2015. The initial phases have primarily focused on expense
reductions at the property and corporate levels, as well as
rebuilding relationships with market participants (i.e. CRE
brokers). The company has identified $25 million of annual savings
it expects to realize during 2016 from lower personnel, G&A,
property operating and interest costs.
Indeed, CLI's third-quarter 2015 (3Q'15) results showed
improvements in select portfolio operating metrics, as well as the
company's cost structure. The portfolio was 85.8% leased at Sept.
30, 2015, up from 82.3% at June 30, 2015. The improvement was
partly due to solid leasing velocity, which contributed about 150
basis points (bps). However, the 250 bps majority came from
reclassifying certain transitional/repositioning candidate
properties, thereby removing them from the company's 'in-service'
portfolio.
Same-store NOI grew by 6.5% year-over-year on a cash and GAAP basis
during the third quarter. However, a 7.9% reduction in expenses
drove the result, which Fitch views as lower quality relative to
top-line gains. SSNOI would have been negative 3.9% if selected low
vacancy properties were classified as 'in-service' and, therefore
kept in the same-store pool.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for CLI include:
-- SSNOI grows by 3% during 2016 and is flat during 2017 due to
lease expiration driven vacancy in its NJ waterfront
portfolio;
-- Dispositions of $575 million during 2016 and $150 million
during 2017 at cap rates of 5.3% and 8%, respectively;
-- Acquisitions of $700 million during 2016 at a 6.5% cap rate;
-- Development spending of $354 million, including investments in
unconsolidated JVs;
-- CLI's RRT subsidiary raises $300 million of JV equity during
2016;
-- Recurring maintenance and amenity capital spending of $150
million during 2016 and 2017;
-- The company raises $300 million of term loan debt, using a
portion of the proceeds to refinance its $200 million of
unsecured bonds that mature on Jan. 15, 2016;
-- CLI issues net mortgage debt of $489 million through 2017; and
-- No equity issuance by Mack-Cali, Inc. through the forecast
period.
In accordance with Fitch's updated Recovery Rating (RR)
methodology, Fitch is now providing RRs for issuers with IDRs in
the 'BB' category. The 'RR4' for Mack-Cali's senior unsecured debt
supports a rating of 'BB+', the same as CLI's IDR, and reflects
average recovery prospects in a distressed scenario.
RATING SENSITIVITIES
Although Fitch does not anticipate positive rating actions in the
near-to-medium term, the following factors could result in positive
rating momentum:
-- Fitch's expectation of leverage sustaining below 7x (leverage
was 7.2x for the TTM ended Sept. 30, 2015);
-- Fitch's expectation of fixed charge coverage sustaining above
2x (coverage was 1.8x for the TTM ended Sept. 30, 2015).
-- Fitch's expectation of unencumbered asset coverage of
unsecured debt sustaining below 2x, or a material change in
the quality of the unencumbered pool due to sale of best
relative assets (coverage was 2.1x at Sept. 30, 2015).
The following factors may result in negative rating momentum:
-- A sustained liquidity shortfall and/or deterioration in the
breadth and depth of capital access;
-- Fitch's expectation of leverage sustaining above 8x;
-- Fitch's expectation of fixed charge coverage sustaining below
1.5x.
FULL LIST OF RATING ACTIONS
Fitch has downgraded and assigned Recovery Ratings as follows:
Mack-Cali Realty Corporation
-- IDR to 'BB+' from 'BBB-'.
Mack-Cali Realty, L.P.
-- IDR to 'BB+' from 'BBB-';
-- Unsecured Revolving Credit Facility to 'BB+'/'RR4' from
'BBB-';
-- Senior Unsecured Notes to 'BB+'/'RR4' from 'BBB-'.
The Rating Outlook is Stable.
MEDICURE INC: Reports Third Quarter 2015 Financial Results
----------------------------------------------------------
Medicure Inc. reported a net loss of C$347,648 on C$5.41 million of
net product sales for the three months ended Sept. 30, 2015,
compared to net income of C$1.34 million on $2.12 million of net
product sales for the three months ended Aug. 31, 2014.
For the nine months ended Sept. 30, 2015, the Company reported net
income of C$194,000 on C$12.6 million of net product sales compared
to net income of C$402,000 on C$5.55 million of net product sales
for the nine months ended Aug. 31, 2014.
As of Sept. 30, 2015, Medicure had C$12.1 million in total assets,
C$10.2 million in total liabilities and a C$1.95 million in total
deficiency.
At Sept. 30, 2015, the Company had cash totaling C$4.1 million
compared to C$494,000 as of Dec. 31, 2014, and compared to
C$503,000 as of Aug. 31, 2014. The increase in cash is primarily
due to a private placement financing completed during the second
quarter for gross proceeds of $4 million.
Cash flows from operating activities for the nine months ended
Sept. 30, 2015, were C$327,000 compared to C$511,000 for the nine
months ended Aug. 31, 2014.
A full-text copy of the Quarterly Report is available at:
http://is.gd/qMpKXA
About Medicure Inc.
Medicure -- http://www.medicure.com/-- is a specialty
pharmaceutical company focused on the development and
commercialization of therapeutics for the U.S. hospital market.
The primary focus of the Company and its subsidiaries is the
marketing and distribution of AGGRASTAT (tirofiban HCl) for non-ST
elevation acute coronary syndrome in the United States, where it is
sold through the Company's U.S. subsidiary, Medicure Pharma, Inc.
Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company has
experienced losses and has accumulated a deficit of C$127 million
since incorporation and has a working capital deficiency of
C$503,000 as at Dec. 31, 2014.
The Company reported net income of C$1.2 million on C$5.26 million
in revenue for the year ended Dec. 31, 2014.
MERRIMACK PHARMACEUTICALS: Incurs $42.4 Million Net Loss in Q3
--------------------------------------------------------------
Merrimack Pharmaceuticals, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $42.4 million on $16.4 million of collaboration
revenues for the three months ended Sept. 30, 2015, compared to a
net loss of $28.0 million on $28 million of collaboration revenues
for the same period in 2014.
For the nine months ended Sept. 30, 2015, the Company reported a
net loss of $99.7 million on $67.8 million of collaboration
revenues compared to a net loss of $74.08 million on $68.9 million
of collaboration revenues for the same period last year.
As of Sept. 30, 2015, the Company had $103 million in total assets,
$243 million in total liabilities, $481,000 in non-controlling
interest and a $141.14 million total stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/01mavQ
About Merrimack
Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics. The Company's
initial focus is in the field of oncology. The Company has five
programs in clinical development. In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.
Merrimack reported a net loss of $83.6 million on $103 million of
collaboration revenues for the year ended Dec. 31, 2014, compared
with a net loss of $131 million on $47.8 million of collaboration
revenues during the prior year.
MF GLOBAL: High Court Tosses Investors' Appeal in PwC Suit
----------------------------------------------------------
Carmen Germaine at Bankruptcy Law360 reported that the U.S. Supreme
Court on Nov. 9, 2015, declined to review a Second Circuit decision
that rejected a group of former MF Global Inc. customers' claims
that PricewaterhouseCoopers LLP failed to properly audit the
brokerage firm before it spiraled into bankruptcy in 2011.
The high court denied the MF Global customers' petition, which
argued that the Second Circuit's May decision improperly allowed
PwC to use an "equal fault" defense to dodge the suit. The
appellate court's ruling found that the investors could not sue
PwC.
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.
MILLENNIUM HEALTH: S&P Lowers CCR to 'D' on Chap. 11 Filing
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered both its corporate
credit rating on San Diego-based Millennium Health LLC and its
issue-level rating on the company's senior secured term loan to 'D'
from 'CC'. The recovery rating on the company's term loan remains
'4', indicating S&P's estimate of average (30% to 50%, at the
higher end of the range) recovery in the event of a payment
default.
The 'D' rating reflects Millennium's announcement that it filed for
Chapter 11 bankruptcy protection in order to effect a prepackaged
financial restructuring that will result in a $1.15 billion
reduction in the company's debt and that will result in the
company's lenders becoming the new owners of the company. "We
believe that this default is a general default because the term
loan constitutes the overwhelming majority of the company's
obligations," said Standard & Poor's credit analyst Shannan
Murphy.
The company has disclosed that the planned restructuring has the
support of the majority of lenders and equityholders, and that the
company expects to emerge from bankruptcy by year end.
MOULTON PROPERTIES: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Moulton Properties Holdings, LLC
380 Lurton Street
Pensacola, FL 32505
Case No.: 15-31131
Chapter 11 Petition Date: November 16, 2015
Court: United States Bankruptcy Court
Northern District of Florida (Pensacola)
Debtor's Counsel: Steven L. Beiley, Esq.
AARONSON SCHANTZ BEILEY P.A.
Miami Tower
100 SE 2nd Street, 27th Floor
Miami, FL 33131
Tel: 305-200-5322
Fax: 866-850-5322
Email: sbeiley@aspalaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mary E. Moulton, manager.
A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/flnb15-31131.pdf
MUSCLEPHARM CORP: Incurs $27.6 Million Net Loss in Third Quarter
----------------------------------------------------------------
MusclePharm Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $27.6 million on $34.0 million of net revenue for the three
months ended Sept. 30, 2015, compared to net income of $603,000 on
$47.8 million of net revenue for the same period during the prior
year.
For the nine months ended Sept. 30, 2015, the Company reported a
net loss of $42.2 million on $126 million of net revenue compared
to net income of $2.40 million on $145 million of net revenue for
the same period a year ago.
As of Sept. 30, 2015, the Company had $62.2 million in total
assets, $67.8 million in total liabilities and a $5.54 million
total stockholders' deficit.
"MusclePharm recently launched a major restructuring that involved
closing facilities and realigning our organization with our needs,"
said Ryan Drexler, MusclePharm's executive chairman.
"While the company's near-term results will be impacted, we are
positioning the company for a much stronger future. This is a
long-term project, however. These issues cannot be fixed in a day
and will require time and patience. The good news is that we
believe that Brad Pyatt and his team have built a unique business
with enormous scale that is unusual in this space, and very hard to
replicate. Few brands have grown this big, this fast, and it is
not by accident."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/B4Q8Ef
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances. MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe. MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.
MusclePharm Corporation reported a net loss of $13.8 million in
2014, a net loss of $17.7 million in 2013 and a net loss of $19
million in 2012.
MUSCLEPHARM CORP: Signs Separation Agreement with Cory Gregory
--------------------------------------------------------------
MusclePharm Corporation entered into a separation agreement with
Cory Gregory, executive vice president, for his amicable separation
from the Company, according to a Form 8-K report filed with the
Securities and Exchange Commission on Nov. 9, 2015.
Under the Agreement, Mr. Gregory will receive six months of his
base salary for the year 2015 and other standard benefits. All
unvested shares of restricted common stock held by Mr. Gregory were
accelerated and are now vested in accordance with the original
grant terms. In consideration, the Company is entitled to use Mr.
Gregory's likeness and his contribution to the Company in
perpetuity. The Agreement also contains other standard provisions
such as non-compete and non-solicitation.
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances. MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe. MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.
MusclePharm Corporation reported a net loss of $13.8 million in
2014, a net loss of $17.7 million in 2013 and a net loss of $19
million in 2012.
As of Sept. 30, 2015, the Company had $62.24 million in total
assets, $67.79 million in total liabilities and a $5.54 million
total stockholders' deficit.
NNN DORAL COURT: 10.27% on DCDH Loan for Property Insurance Okayed
------------------------------------------------------------------
Chapter 11 Trustee Barry E. Mukamal sought and obtained from Judge
Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern
District of Florida, Miami Division, approval of the stipulation
that he had entered into with secured lender Doral Court Debt
Holdings, LLC ("DCDH").
Mr. Mukamal relates that DCDH has agreed to advance the cost of
property insurance of $196,502 as it has done prepetition under the
applicable mortgage loan documents. Mr. Mukamal further relates
that as these are new monies being advanced by DCDH and such monies
are needed to procure the insurance on an expedited basis, he has
agreed to the interest rate of 10.27% provided for under the
parties' loan documents on these new monies, instead of the
post-judgment rate of 4.75%, in order to procure the necessary
insurance coverage.
Chapter 11 Trustee Barry E. Mukamal is represented by:
Charles W. Throckmorton, Esq.
David A. Samole, Esq.
KOZYAK TROPIN & THROCKMORTON, LLP
2525 Ponce de Leon, 9th Floor
Miami, FL 33134
Telephone: (305)372-1800
Facsimile: (305)372-3508
E-mail: cwt@kttlaw.com
das@kttlaw.com
NNN DORAL COURT: Court Denies Banyan Limited Stay Relief
--------------------------------------------------------
Banyan Street Capital, LLC, asked the U.S. Bankruptcy Court for the
Southern District of Florida, Miami Division, to appoint a Chapter
11 trustee and to grant Banyan limited stay relief in order to
allow the Florida state court presiding over Banyan's claim for
specific performance of the purchase and sale agreement between
Banyan and Debtors NNN Doral Court 3, LLC, et. al. ("Banyan PSA"),
to adjudicate Banyan's pending Motion for Summary Judgment.
The Court refused Banyan's request for limited stay relief and
stated that the Court will adjudicate the rights of the Debtors and
Banyan under the alleged purchase and sale agreement for the
Property. Trial on Banyan's claim for specific performance of
purchase and sale agreement was conducted by the Court on Oct. 19,
2015, Oct. 20, 2015 and Oct. 21, 2015.
The Debtors, together with four non-debtor entities, collectively
own, as tenants-in-common ("TIC"), an eight-story commercial office
building and land located at 8600 NW 36th Street, Miami, Florida,
which is commonly known as "Doral Court" ("Property").
Banyan contended that the appointment of a Chapter 11 Trustee is
appropriate because the Debtors commenced the chapter 11 cases in
bad faith. Banyan further contended that the Debtors filed for
bankruptcy relief in bad faith in order to avoid their obligations
under the Banyan SPA and to avert the State Court looming ruling on
Banyan's Motion for Summary Judgment on its claim for specific
performance.
Banyan believed that the best interest of creditors in the case
would be served by the appointment of a Chapter 11 trustee. Banyan
contended that by virtue of contract and Florida law, Banyan's
damage claim would include and capture the entirety of any
increased sale price for the Property plus related consequential
damages flowing from the debtors' breach. Banyan further contended
that every day of additional delay in consummating the sale to
Banyan only served to further erode the prepetition $2 million
equity cushion by virtue of ongoing default interest owed to the
secured creditor, at a rate the debtors estimated at approximately
$6,300 per day exclusive of mounting attorneys fees and costs owed
to debtors' secured creditor and Banyan under the Banyan PSA.
Debtors' Response to Banyan Motion
The Debtors asserted that Banyan is not entitled to the appointment
of a Chapter 11 Trustee. They related that the Property is and has
been under the control of the Receiver for more than two years and
that the Debtors did not operate the Property, nor do they have any
wish to do so. They further related that the existence of the
Receiver and his control over the Property is itself reason enough
to deny Banyan's Motion, but even if it were not, Banyan has failed
to lay a factual predicated based on admissible evidence that
establishes the need for a Chapter 11 trustee.
Banyan Street is represented by:
Drew M. Dillworth, Esq.
Matthew Graham, Esq.
STEARNS WEAVER MILLER ET AL.
Museum Tower, Suite 2200
150 West Flagler Street
Miami, FL 33130
Telephone: (305)789-3200
Facsimile: (305)789-3395
E-mail: ddillworth@stearnsweaver.com
NNN Doral Court 3 is represented by:
Geoffrey S. Aaronson, Esq.
Jeremy David Evans, Esq.
AARONSON SCHANTZ BEILEY P.A.
100 S.E. 2nd St., 27th Floor
Miami, FL 33131
Telephone: (786)594-3000
Facsimile: (305)675-3880
E-mail: gaaronson@aspalaw.com
jevans@aaronsonpa.com
NNN DORAL COURT: Court Grants DCDH Limited Stay Relief
------------------------------------------------------
Doral Court Debt Holdings, LLC ("DCDH"), sought and obtained from
Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida, Miami Division, limited stay relief
to allow the state court presiding over the pending foreclosure
action styled Doral Court Debt Holdings, LLC v. NNN Doral Court,
LLC, et al., Case No. 12-45266 CA 01 (11th Jud. Cir.) (Miami Dade
Cty.), to adjudicate DCDH's pending Second Amended Motion to Tax
Attorneys' Fees and Costs and amend and record DCDH's Amended Final
Judgment of Foreclosure to account for such fees and costs in an
amount to be determined by the state court.
The Debtors, together with four non-debtor entities, collectively
own as tenants- in-common ("TICs"), own an eight-story commercial
office building and land located at 8600 NW 36th Street, Miami,
Florida ("Property").
On July 1, 2015, the State Court entered its Final Judgment of
Foreclosure in favor of DCDH and against the TICs, which reserves
jurisdiction for the State Court to enter a supplemental judgment
with respect to DCDH's Motion to Tax Fees and Costs, and any
further attorney's fees and costs incurred from April 26, 2015
through the date of the foreclosure sale. DCDH filed its Motion to
Tax Fees and Costs seeking to tax the Debtors $442,781 in fees and
$28,095 in costs. In addition, DCDH included $500,000 to be
escrowed for future estimated legal expenses related to any appeals
and/or remand litigation.
DCDH contends that the Debtors filed the Chapter 11 cases on
Aug. 6, 2015, to avoid, among other things, the hearing on DCDH's
Motion to Tax Fees and Costs seeking approximately $460,000 to be
added to the Final Judgment and to avoid the foreclosure sale set
three weeks later for Sept. 1, 2015.
DCDH asserts that it must have the State Court determine its Motion
to Tax Fees and Costs prior to any sale of the Property because
DCDH is entitled by its loan documents to include such fees and
costs as awarded by the State Court in its Final Judgment. DCDH
relates that since the State Court is the proper tribunal to award
such fees and costs and allow amendment of DCDH's Final Judgment,
and no prejudice would inure to the Debtors or any party in
interest to the cases from the granting of such relief, DCDH
submits that good cause exists for the Court to lift the automatic
stay for the limited purpose of allowing DCDH to have its Motion to
Tax Fees and Costs Amended, and for DCDH to amend its Final
Judgment to include such fees and costs as awarded by the state
court.
Doral Court Debt Holdings is represented by:
Peter D. Russin, Esq.
MELAND RUSSIN & BUDWICK, P.A.
200 South Biscayne Boulevard, Ste 3200
Miami, FL 33131
Telephone: (305)358-6363
Facsimile: (305)358-1221
E-mail: prussin@melandrussin.com
NORANDA ALUMINUM: S&P Lowers CCR to 'CCC+', Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Franklin, Tenn.-based Noranda Aluminum Holding Corp. to
'CCC+' from 'B-'. The outlook is negative.
At the same time, S&P lowered its issue-level ratings on subsidiary
Noranda Aluminum Acquisition Corp.'s term loan to 'CCC+' from 'B-'
and unsecured notes to 'CCC-' from 'CCC'. S&P's recovery rating of
'3' on the term loan and '6' on the notes are unchanged. The '3'
recovery rating indicates S&P's expectation of meaningful (50% to
70%; lower end of the range) recovery of principal and the '6'
recovery rating indicates S&P's expectation of negligible (0% to
10%) recovery of principal in the event of payment default.
The downgrade reflects S&P's view that Noranda's capital structure
is unsustainable in the long term, given that credit measures have
worsened considerably and the financial risk profile remains
"highly leveraged." For the full-year 2015, S&P now expects EBITDA
interest coverage below 1x and adjusted leverage well above 10x.
Given the weak operating environment and depressed aluminum prices,
S&P expects that both EBITDA interest coverage and debt to EBITDA
will be sustained at these levels throughout 2016.
"The negative outlook reflects our view that Noranda's liquidity
position could be characterized as "weak," under our criteria, as
early as February 2016 when its ABL matures in less than 12 months
and is considered current," said Standard & Poor's credit analyst
Michael Maggi. "At the same time, we expect EBITDA interest
coverage below 1x and debt to EBITDA well above 10x to be sustained
due to continued weakness in the aluminum market, which could lead
to large FOCF deficits over the next 12 months," he added.
S&P could lower its ratings on Noranda if S&P concludes it is
likely that the company will default over the next 12 months
without an unforeseen positive development. This could occur if
S&P expects a near-term liquidity crisis, violation of financial
covenants, or distressed exchange or redemption in the next 12
months. This would likely be accompanied by the company's
inability to refinance its ABL facility in a timely manner and/or
an accelerated cash burn rate.
S&P views a positive ratings action as unlikely over the next 12
months given the current operating environment and its expectations
for depressed aluminum prices. However, S&P could raise its
ratings if aluminum prices rebounded from current levels and were
sustained at a level where Noranda could post positive FOCF.
Specifically, this could occur if the company sustained EBITDA
interest coverage and debt-to-EBITDA above 1x and below 10x,
respectively.
NORTH AMERICAN LIFTING: S&P Lowers Corp. Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on North American Lifting Holdings Inc. to
'B-' from 'B'. The outlook is stable.
At the same time, S&P lowered its issue-level rating on the
company's nearly $550 million senior secured first-lien credit
facility to 'B-' from 'B'. The '3' recovery rating on the debt is
unchanged, indicating S&P's expectation for meaningful (50%-70%;
upper half of the range) recovery in the event of a payment
default.
Additionally, S&P lowered its issue-level rating on the company's
$185 million second-lien term loan to 'CCC' from 'CCC+'. The '6'
recovery rating on the debt is unchanged, indicating S&P's
expectation for negligible (0%-10%) recovery in the event of a
payment default.
"The downgrade reflects our expectation that the company's credit
metrics will remain very weak for the next 12-18 months," said
Standard & Poor's credit analyst Jaissy Lorenzo. "The company
faces a challenging operating environment because of persistent
weakness in the U.S. oil and gas markets." About 20% of the
company's revenues are tied to exploration and production (E&P)
activity in the oil and gas markets, which have softened
significantly since oil prices began to decline in 2014.
Additionally, labor disputes at oil refineries coupled with the
adverse weather in the Texas region during the first half of 2015
have prompted a notable amount of deferrals on maintenance
turnaround projects. As a result, while S&P expects the company's
debt-to-EBITDA metric to improve as these deferred projects come on
line in 2016, S&P believes that the company's leverage metric will
remain above 6.5x through 2016.
The stable outlook on North American Lifting Holdings reflects
S&P's expectation that the company's debt-to-EBITDA metric will
gradually decline below 8x over the next 12-18 months as
maintenance turnaround projects that were deferred to the first
half of 2016 materialize. S&P also expect the company to generate
positive free operating cash flow, minimizing the likelihood that
the covenant on its credit facility will come into effect.
S&P could lower its rating on North American Lifting Holdings if
the company draws on its revolver to the extent that it triggers
the leverage covenant and it appears that a covenant breach is
likely. This could occur if the company generates negative free
cash flow of $10 million or less, increasing the likelihood that
the covenant would apply. S&P could also lower its rating if
continued weakness in the company's key end markets causes its
profitability to decline and its credit measures to weaken
meaningfully without any near-term prospects for improvement. This
could occur if, for instance, the company's revenue declined by 12%
or its margins contracted by 200 basis points, increasing its
debt-to-EBITDA metric to 9x. In addition, if North American Lifting
Holdings' financial commitments appear to be unsustainable in the
long-term, it could lead to a downgrade.
S&P could raise its rating on North American Lifting Holdings if
stronger-than-expected growth in the company's end markets and debt
reduction causes its adjusted total debt-to-EBITDA metric to
decline to less than 6.5x on a sustained basis.
OASIS OUTSOURCING: Moody's to Retain B2 CFR on Loan Add-On Plan
---------------------------------------------------------------
Moody's Investors Service says that Oasis Outsourcing Holdings,
Inc's announcement that it will upsize its senior secured term loan
by $80 million will not affect the company's B2 Corporate Family
Rating, the B2-PD Probability of Default Rating, or the B1 (LGD3)
ratings on the company's senior secured term loan. The ratings
outlook is stable.
The principal methodology used in these rating was Business and
Consumer Service Industry published in December 2014.
OIC RUN-OFF LIMITED: Chapter 15 Case Summary
--------------------------------------------
Chapter 15 Petitioners: Dan Yoram Schwarzmann and Paul Anthony
Brereton Evans
Chapter 15 Debtors:
OIC Run-Off Limited 15-13054
10-18 Union Street
London SE1 1SZ
England
The London & Overseas 15-13055
Insurance Company Limited
10-18 Union Street
London SE1 1SZ
England
Type of Business: Insurance
Chapter 15 Petition Date: November 16, 2015
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Chapter 15 Petitioners' Counsel: Howard Seife, Esq.
CHADBOURNE & PARKE LLP
1301 Avenue of the Americas
New York, NY 10019-6022
Tel: (212) 408-5361
Fax: (212) 541-5369
Email: hseife@chadbourne.com
Estimated Assets: $500 million to $1 billion
Estimated Debts: More than $1 billion
ONEMAIN FINANCIAL: S&P Lowers ICR to 'B', Off CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit rating and issue ratings on OneMain Financial Holdings LLC
to 'B' from 'B+' and affirmed its 'B' issuer credit rating and
issue ratings on Springleaf Holdings Inc. S&P removed the ratings
on both entities from CreditWatch, where it placed them on March 3,
2015, with negative implications. The outlook on both entities is
negative.
On Nov. 13, 2015, Springleaf announced it will agree to a consent
order filed by the U.S. Department of Justice (DOJ) whereby
Springleaf can acquire OneMain Financial Holdings LLC if Springleaf
sells 127 of its branches. S&P expects the acquisition to close
within a few days. The transaction had been delayed because the
DOJ was evaluating whether the acquisition of the largest
branch-based consumer installment lender (OneMain) by the second
largest (Springleaf) would create an anticompetitive environment
for consumers. To mitigate the DOJ's concerns, Springleaf
announced that it will sell 127 branches and approximately $600
million of personal loans held for sale to Lendmark.
"We are lowering our issuer credit rating on OneMain to what we
consider would be the group credit profile of the consolidated
group," said Standard & Poor's credit analyst Stephen Lynch.
Following the close of the acquisition, S&P expects leverage,
measured as debt to adjusted total equity (ATE), will rise above
12x--primarily because of the creation of a substantial amount of
goodwill. Over the next two years, however, S&P believes leverage
could fall below 12x as the combined group captures synergies,
retains earnings, and rebuilds tangible equity.
S&P believes the acquisition will substantially improve
Springleaf's franchise and geographic footprint, which could also
lead to some synergies and scale. Following the close,
Springleaf's reach will grow to 2.4 million customers with $15
billion of finance receivables from 1.1 million customers and $6.3
billion of finance receivables. Springleaf's branch network will
expand into an additional 16 states and increase the number of
locations to 1,835 from 823. Springleaf estimates that 87% of the
U.S. population will now reside within 25 miles of a Springleaf or
OneMain branch. Although S&P believes the combined group creates a
dominant market position in the branch-based consumer lending
market, S&P recognizes that the company could still face
competitive threats from traditional lenders such as credit cards
and credit unions, as well as new players like web-based
peer-to-peer lenders.
According to OneMain's indentures, the downgrade of OneMain by both
Standard & Poor's and Moody's could cause the company's $1.5
billion of unsecured notes to be puttable to the issuer at 101% of
the principal amount. Should bondholders elect to exercise their
put option, S&P believes the company would have adequate funding
capacity on its conduit lines should such a puttable event occurs.
The negative outlook on Springleaf is based on the company's high
leverage and uncertainty over how quickly it will be able to
rebuild its tangible equity to support its debt balance. Although
S&P believes the combined group's earning capacity and capital
retention plans should lower leverage below 12x by the end of 2017,
unexpected charges to earnings or an increase credit losses could
prolong the company's deleveraging plans.
"We could therefore lower the rating on the combined entity over
the next one to two years if the company has difficulty paying down
or refinancing its debt maturities, if operational issues arise
from integrating OneMain, or if meager earnings or losses lead us
to believe the company will have difficulty lowering its leverage.
We could also lower the rating if credit cards, credit unions, or
peer-to-peer lenders encroach on the market share of the subprime
installment lending industry. Although less likely, we could also
lower the rating if an adverse regulatory change or compliance
investigations impair the company's business model," S&P said.
An upgrade would largely depend on the company lowering its
leverage to below 6.5x.
ONEMAIN HOLDINGS: Moody's Lowers CFR to B3, Outlook Stable
----------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating of
OneMain Holdings, Inc. ("New OneMain"; formerly Springleaf
Holdings, Inc.) and the senior unsecured rating of Springleaf
Finance Corporation to B3 from B2. The outlook is Stable. Moody's
also confirmed the B2 senior unsecured rating of OneMain Financial
Holdings, LLC. All ratings have a stable outlook. These actions
conclude the rating reviews initiated on March 3, 2015.
RATINGS RATIONALE
The downgrades of New OneMain and Springleaf Finance ratings to B3
from B2 reflects the risk presented by New OneMain's acquisition of
OneMain Financial through significantly increased leverage, in
combination with integration complexity given the size of the
acquisition.
Moody's confirmed OneMain Financial's B2 rating based on its lower
leverage compared to consolidated parent New OneMain, as well as
bond indenture covenants that limit shareholder distributions that
could otherwise weaken the firm's capital buffer. Moody's expects
that OneMain Financial will be more profitable than affiliate
Springleaf Finance. While a significant proportion of OneMain
Financial's earning assets is encumbered, which constrains its
financial flexibility, Moody's estimates that OneMain Financial has
sufficient liquidity for its operating and financing requirements,
considering that is has no material debt maturities until 2019.
New OneMain's effective leverage, measured as debt to tangible
common equity, exceeds 17x according to Moody's estimates. The
company's balance sheet leverage, measured as tangible common
equity to tangible managed assets, weakened substantially, to
between 4% and 5% upon the acquisition close from 21% at Sept. 30,
2015. Moody's does not anticipate meaningful deleveraging during
the first year following the close.
New OneMain's small tangible equity buffer indicates limited
loss-absorption capacity during the important period of
integration. In Moody's view, the integration risks presented by
the business combination could be disruptive to the combined
company's operational stability until the transition is completed.
Moody's also notes that the business combination, which has brought
together the two largest branch-based consumer-based companies in
the United States, will strengthen New OneMain's franchise and also
its long-term profitability, given that OneMain Financial's
per-branch profitability compares favorably with Springleaf
Finance's weaker earnings. The combined company will have over
1,800 branches in 43 states, pro-forma for the branch sales
required by the US Department of Justice.
New OneMain's ratings could be upgraded if the company deleverages
to the levels commensurate with higher ratings, which would equate
to 6%-8% of tangible common equity to tangible managed assets, and
if integration of OneMain Financial is executed well. The ratings
could be downgraded as a result of weak performance, for example if
during the integration period the company incurs significant
unforeseen expenses, or if its liquidity meaningfully
deteriorates.
Moody's expects that OneMain Financial's ratings will be closely
aligned with those of New OneMain's and therefore would likely be
upgraded or downgraded together with the ratings of New OneMain. In
addition, OneMain Financial's ratings could be downgraded if its
leverage increases substantially, if its profitability meaningfully
weakens, or if the structural protections afforded to it through
its debt indenture covenants were weakened and no longer provided
the credit protection they do today.
The actions include:
OneMain Holdings, Inc. (formerly Springleaf Holdings Inc.):
Corporate Family Rating: to B3 from B2
Senior Unsecured Shelf: to (P)Caa2 from (P)Caa1
Subordinated Shelf: to (P)Caa3 from (P)Caa2
Junior Subordinated Shelf: to (P)Ca from (P)Caa3
Outlook: to Stable from Under Review
Springleaf Finance Corporation:
LT Issuer: to B3 from B2
Senior Unsecured: to B3 from B2
Senior Unsecured MTN Program: to (P)B3 from (P)B2
Senior Unsecured Shelf: to (P)B3 from (P)B2
Subordinated Shelf: to (P)Caa1 from (P)B3
Junior Subordinated Shelf: to (P)Caa2 from (P)Caa1
Outlook: to Stable from Under Review
OneMain Financial Holdings, LLC:
Senior Unsecured: confirmed at B2
Corporate Family: withdrawn
Outlook: to Stable from Under Review
AGFC Capital Trust I
BACKED Pref. Stock: to Caa2(hyb) from Caa1(hyb)
Outlook: to Stable from Under Review
The principal methodology used in these ratings was Finance
Companies published in Oct. 2015.
PACIFIC DRILLING: S&P Lowers CCR to 'B-', Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pacific Drilling S.A. to 'B-' from 'B'. The outlook is
negative.
At the same time, S&P lowered the issue-level rating on the
company's 2013 credit facility to 'B+' from 'BB-'. S&P also
lowered the rating on the company's term loan and notes to 'B' from
'B+'. The recovery rating remains '1' on the 2013 credit facility,
indicating S&P's expectation of very high (90%-100%) recovery, and
'2' on the term loan and notes, indicating S&P's expectation of
substantial (70% to 90%, lower half of the range) recovery, in the
event of a payment default.
"The downgrade reflects our expectation that market conditions will
remain depressed through 2017, which will make obtaining new
contracts for ultra-deepwater vessels challenging," said Standard &
Poor's credit analyst Michael Tsai.
The company has taken a number of positive actions in recent
months; notably it rescinded the Pacific Zonda contract, cut
operational costs, and "smart stacked" the Pacific Meltem and
Mistral to reduce idle stacking costs, and amended their net
leverage ratio covenant to provide for a larger covenant cushion
under their 2013 revolving credit facility and senior secured
credit facility. The covenant now steps up to 5x on March 31,
2016, 5.5x on June 30, 2016, and 6x through Dec. 31, 2017.
The negative outlook reflects S&P's expectation that it could lower
the rating if it assess liquidity as "less than adequate," which
could occur if S&P expects the company to breach financial
covenants in 2016 or if they are unable to extend upcoming debt
maturities in 2017 or 2018.
S&P could revise the outlook to stable if Pacific Drilling's credit
measures stabilize, likely as a result of obtaining at least one
contract in 2016, such that S&P is confident the company will not
breach financial covenants, and the company is able to extend its
upcoming 2017 and 2018 debt maturities outside of a distressed
exchange.
PETERSBURG REGENCY: Court Approves Insurance Proceeds Settlement
----------------------------------------------------------------
Judge Vincent F. Papalia of the United States Bankruptcy Court for
the District of New Jersey approved a settlement between Petersburg
Regency LLC and certain creditors for the distribution of insurance
proceeds pursuant to that settlement, and dismissed the bankruptcy
case.
Petersburg Regency is a nonoperating hotel formerly located in
Virginia and irretrievably damaged by a hurricane in 2003. Certain
creditors moved to approve a settlement among them that provides
for the distribution of Petersburg Regency's only significant
asset, the insurance proceeds generated by the storm damage, under
a consensual settlement among the creditors.
Petersburg Regency, as joined by its principals Mr. and Mrs.
Harmon, argued that the settlement and dismissal is not in the best
interests of creditors and that the debtor should instead be
permitted to proceed with a different distribution scheme under a
Chapter 11 plan of liquidation.
The creditors unanimously opposed the debtor's proposed plan.
Judge Papalia found that the settlement represents the best
available alternative in the difficult, extended and expensive
circumstances that have brought the parties to this point. The
judge found and determined that the settlement and structure
ddismissal is plainly in the best interests of debtor's creditors
and the estate.
The case is In re PETERSBURG REGENCY LLC, Chapter 11, Debtor, CASE
NO. 15-17169 VFP (Bankr. D.N.J.).
A full-text copy of Judge Papalia's November 2, 2015 opinion is
available at http://is.gd/cIXGNIfrom Leagle.com.
Petersburg Regency LLC is represented by:
David Edelberg, Esq.
SOKOL BEHOT LLP
433 Hackensack Avenue
Hackensack, NJ 07601
Tel: (201) 488-1300
Fax: (201) 488-6541
Email: dedelberg@sokolbehot.com
WCD Consultants is represented by:
Warren L. Soffian, Esq.
ECKERT SEAMANS CHERIN & MELLOT LLC
Two Liberty Place
50 South 16th Street, 22nd Floor
Philadelphia, PA 19102
Tel: (215) 851-8400
Fax: (215) 851-8383
Email: wsoffian@eckertseamans.com
Ramada Worldwide Inc. is represented by:
Daniel M. Eliades, Esq.
David S. Catuogno, Esq.
FORMAN HOLT ELIADES & YOUNGMAN LLC
80 Route 4 East Suite 290
Paramus, NJ 07652
Tel: (201) 845-1000
Fax: (201) 845-9112
Email: deliades@formanlaw.com
dcatuogno@formanlaw.com
Selective Way Insurance Co. is represented by:
Robert K. Malone, Esq.
DRINKER BIDDLE & REATH LLP
600 Campus Dr.
Florham Park, NJ 07932-1047
Tel: (973) 549-7000
Fax: (973) 360-9831
Email: robert.malone@dbr.com
James Burt is represented by:
Warren J. Martin, Esq.
Rachel A. Parisi, Esq.
PORZIO BROMBERG & NEWMAN
100 Southgate Parkway
P.O. Box 1997
Morristown, NJ
Tel: (973) 538-4006
Fax: (973) 538-5146
Email: wjmartin@pbnlaw.com
raparisi@pbnlaw.com
William Spier is represented by:
Joseph H. Neiman, Esq.
39 Hudson St # 203
Hackensack, NJ 07601
Tel: (201) 487-0061
ThyssenKrupp Elevator Corp. is represented by:
Nathalie I. Johnson-Noon, Esq.
401 E Jefferson St. Suite 204
Rockville, MD 20850
Tel: (301) 424-2300
Fax: (301) 424-2394
Email: njn@oconnelllaw.com
United States of America is represented by:
Eamonn O'Hagen, Esq.
UNITED STATES ATTORNEY'S OFFICE
970 Broad Street, 7th Floor
Newark, NJ 07102
Tel: (973) 645-2700
Fax: (973) 645-2702
AH Realty Associates, LLC is represented by:
Gary S. Newman, Esq.
NEWMAN & DENBURG, LLC
22-01 Broadway
Fair Lawn, NJ 07410
Tel: (201) 797-0900
Fax: (201) 797-3111
Email: gnew@nemandenburgllc.com
Ittleson Trust-2010-1 is represented by:
Gary F. Eisenberg, Esq.
PERKINS COIE LLP
30 Rockefeller Plaza 22nd Floor
New York, NY 10112-0085
Tel: (212) 262-6900
Fax: (212) 977-1649
Email: geisenberg@perkinscoie.com
R. Oshinsky & Co. is represented by:
Jonathan S. Pasternak, Esq.
DELBELLO DONNELLAN WEINGARTEN, WISE & WIEDERKEHR, LLP
1 North Lexington Avenue
White Plains, NY 10601
Tel: (914) 681-0200
Fax: (914) 684-0288
Email: jsp@ddw-law.com
LeClairRyan is represented by:
Douglas J. McGill, Esq.
WEBBER MCGILL LLC
760 Route 10 Suite 104
Whippany, NJ 07981
Tel: (973) 739-9559
Fax: (973) 739-9575
Email: dmcgill@webbermcgill.com
A.H. Realty Associates is represented by:
Kenneth L. Baum, Esq.
COLE SCHOTZ MEISEL FORMAN & LEONARD, PA
Court Plaza North
25 Main Street
Hackensack, NJ 07601
Tel: (201) 489-3000
Fax: (201) 489-1536
Email: kbaum@coleschotz.com
City of Petersburg is represented by:
Mark C. Shuford, Esq.
SPENCER SHUFORD LLP
6806 Paragon Place Suite 200
Richmond, VA 23230
Tel: (804) 285-5200
Fax: (804) 285-5210
Email: mshuford@spencershuford.com
About Petersburg Regency
Petersburg Regency, LLC, commenced a Chapter 11 bankruptcy case
(Bankr. D.N.J. Case No. 15-17169) in Newark, New Jersey, on April
20, 2015. The case is assigned to Judge Vincent F. Papalia.
An involuntary bankruptcy case was previously filed against the
company (Bankr. E.D. Va. Case No. 15-30526) but the case was
dismissed by consent order in March 2015.
POTLATCH CORP: S&P Cuts CCR to BB on Weaker-Than-Expected Earnings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Potlatch Corp. to 'BB' from 'BB+'. The outlook is
stable.
S&P also lowered the issue-level ratings on Potlatch's senior bank
loans to 'BB' from 'BB+'. The recovery rating remains '3' (capped)
at the higher end of the 50% to 70% range, indicating that lenders
could expect to receive meaningful recovery in the event of a
default.
"The downgrade reflects the company's weaker-than-expected earnings
through the first nine months of 2015," said Standard & Poor's
credit analyst Thomas Nadramia.
"We previously expected that the company's EBITDA would approach
$190 million for 2015 compared with the $150 million achieved in
2014, based on our expectations of continued demand growth for the
company's lumber products driven by increased housing construction
in the U.S. We now expect Potlatch will produce $100 million to
$110 million of EBITDA for 2015. The shortfall in EBITDA is due
largely to significantly lower lumber prices in 2015 as well as to
lower-than-expected lumber demand. The lower lumber prices stem
from the impact of the strong U.S. dollar, which has appreciated
about 14% compared with the Canadian dollar since the beginning of
2015. As a result, Canadian lumber producers have been able to
offer substantially lower prices on their exports to the U.S.,
driving overall lumber prices significantly lower in 2015 than in
2014 prices. Also, overproduction in the early part of the year in
anticipation of stronger housing construction put downward pressure
on pricing. While overall lumber demand is stronger than it was in
2014, it is less than our original expectations," S&P noted.
The stable outlook reflects S&P's view that Potlatch is likely to
reduce its current high debt leverage (about 5.7x debt/EBITDA as of
Sept. 30, 2015) in 2016 through a combination of incremental land
sales and some modest EBITDA gain fueled by increased demand and
pricing for lumber in 2016 driven by housing starts of 1.3 million
units. Depending on the level of EBITDA derived from land sales,
S&P projects that the company could decrease its debt/EBITDA ratio
to 4x or below by the end of 2016. Absent any sizable land sales
in 2016 S&P thinks debt leverage will remain elevated at between 4x
and 5x.
Given the strong levels of asset protection afforded by the
company's substantial timberlands holdings valued at about $2.5
billion, S&P views a downgrade to 'BB-' as unlikely. However, a
downgrade could occur if there was further deterioration in the
company's EBITDA and cash flows such that interest coverage fell
below 3x and FFO/debt was sustained below 12%.
S&P could raise its rating on Potlatch to 'BB+' if the company
improved EBITDA through a combination of higher profitability from
its timber and wood products business and land sales such that the
company improved and sustained debt leverage to at or below 4x.
PRA HEALTH: Moody's Affirms B2 CFR & Changes Outlook to Positive
----------------------------------------------------------------
Moody's Investors Service affirmed the existing ratings of PRA
Health Sciences, Inc., including the B2 Corporate Family Rating
(CFR) and B2-PD Probability of Default Rating. Concurrently,
Moody's changed the outlook to positive and improved the
Speculative Grade Liquidity Rating to SGL-1 from SGL-2, signifying
the expectation for very good liquidity.
The improvement in the outlook reflects PRA's steady reduction in
leverage over the past year due largely to earnings growth. Moody's
estimates that adjusted debt/EBITDA declined to 4.4x for the 12
months ended Sept. 30, 2015, from around 6.0x following the IPO in
late 2014. The improved liquidity outlook is driven by Moody's
expectation for strong free cash flow over the next 12 months.
Ratings affirmed:
PRA Health Sciences, Inc.
Corporate Family Rating, B2
Probability of Default Rating, B2-PD
$125 million senior secured revolving credit facility, B1
(LGD 3)
$689 million senior secured term loan, B1 (LGD 3)
$225 million senior unsecured notes, Caa1 (LGD 5)
Ratings improved:
Speculative Grade Liquidity Rating, to SGL-1 from SGL-2
The outlook was changed to positive from stable.
RATINGS RATIONALE
The B2 rating is constrained by PRA's moderately high leverage as
well as by risks inherent in the CRO industry, including pricing
pressure, volatility in biotech funding and project cancellations.
A key rating constraint is risk of leveraging acquisitions or
shareholder initiatives given that Kohlberg Kravis Roberts & Co.
(KKR) continues to own about two-thirds of PRA's equity. Further,
PRA and KKR have entered into a joint venture to evaluate
investments or acquisitions to enhance the strategic objectives of
the company. The rating is supported by PRA's strong track record
of execution of its growth strategy and Moody's expectation that
industry-wide tailwinds will support further growth and
deleveraging. The rating is also supported by Moody's expectation
for healthy interest coverage and good free cash generation.
Moody's could upgrade the ratings if PRA continues to grow
organically and refrains from leveraging acquisitions or
shareholder initiatives, such that adjusted debt to EBITDA is
expected to be sustained below 4.5 times and free cash flow to debt
is expected to be sustained above 8%.
The ratings could be downgraded if Moody's expects any material
deterioration in liquidity or very weak net new business wins such
that adjusted debt to EBITDA is expected to be sustained above 6.0
times.
PRA Health Sciences, Inc. is a contract research organization that
assists pharmaceutical and biotechnology companies in developing
and gaining regulatory approvals for drug compounds. PRA generated
net service revenues of approximately $1.33 billion for the twelve
months ended Sept. 30, 2015. PRA is publicly traded but continues
to be majority owned by Kohlberg Kravis Roberts & Co. (KKR).
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.
PTC ALLIANCE: S&P Lowers CCR to 'CCC', Off CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Wexford, Pa.-based PTC Alliance Holdings Corp. to 'CCC'
from 'B-'. S&P also removed the ratings from CreditWatch where it
placed them with negative implications on June 4, 2015, following
the PTC Seamless Tube Corp. bankruptcy. The outlook is negative.
At the same time, S&P lowered the issue-level ratings on the
company's $70 million senior secured term loan due Dec. 2016, and
$50 million senior secured term loan due Dec. 2018, to 'CCC+' from
'B'. The recovery rating on the debt remains '2', indicating S&P's
expectation for substantial (70% to 90%; at the upper end of the
range) recovery in the event of payment default.
"The downgrade reflects our view that PTC's upcoming debt
maturities could lead to a near-term liquidity crisis within the
next 12 months, increasing the likelihood of default," said
Standard & Poor's credit analyst Michael Maggi.
The negative outlook reflects S&P's view that PTC Alliance Holdings
Corp. could face a near-term default within the next 12 months if
the company is unable to refinance its senior secured term loan
that is due Dec. 2016, which would cause its ABL facility to mature
in Sept. 2016, and therefore, become current, under S&P's criteria.
Separately, S&P acknowledges the continued possibility of
litigation risk stemming from the PTC Seamless Tube Corp.
bankruptcy filed earlier this year, which could further weigh on
liquidity.
S&P could lower the ratings if it viewed a default, distressed
exchange, or redemption to be inevitable within six months, as per
our criteria, absent any unanticipated significantly favorable
changes in PTC's circumstances. Specifically, S&P could downgrade
PTC if the company were unable to meet its maturing debt
obligations as a result of its inability to refinance its upcoming
December 2016 term loan.
It is likely S&P could take a positive rating action if PTC were to
refinance its term loan due December 2016 prior to the date in
Sept. 2016, when the company's ABL facility becomes due. However,
it is likely that S&P could continue to view PTC's capital
structure as unsustainable if S&P's expectations for EBITDA
interest coverage remained below 1x over the next 12 months, which
could cap the company's ratings at 'CCC+' until operating results
and/or liquidity improves. In the absence of any positive
development regarding the refinancing, it is highly unlikely S&P
would raise PTC's ratings.
QSL OF MEDINA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
QSL of Medina, Inc. 15-52722
aka Quaker Steak and Lube Restaurant
4094 Pearl Road
Medina, OH 44256
Lube Aggregator, Inc. 15-52724
Lube Holdings, Inc. 15-52726
QSL of Medina Realty, Inc. 15-52727
QSL Operations, Inc. 15-52728
QSL Management, Inc. 15-52729
Quaker Steak & Lube Franchising Corp. 15-52730
Quaker Steak and Wings, Inc. 15-52731
QSL Sauces, Inc. 15-52732
QSL Intellectual Properties, Inc. 15-52734
QSL of Buffalo, Inc. 15-52735
QSL of Sheffield, Inc. 15-52737
QSL of Plano, Inc. 15-52738
QSL of Warren, Inc. 15-52740
QSL of Independence, Ohio, Inc. 15-52741
QSL of Newport News, Inc. 15-52742
QSL of Harrisonburg, Inc. 15-52743
QSL of Lakewood, Inc. 15-52744
QSL of Concord, Inc. 15-52745
QSL of Carrollton Inc. 15-52746
QSL of Fort Wayne, Inc. 15-52747
Best Wings USA, Inc. 15-52748
QSL of Wheeling, Inc. 15-52749
QSL of Vermillion, Inc. 15-52751
QSL of Springfield, Inc. 15-52752
QSL of Springfield Realty, Inc. 15-52753
QSL of Fredericksburg, Inc. 15-52754
Type of Business: Restaurant Chain
Chapter 11 Petition Date: November 16, 2015
Court: United States Bankruptcy Court
Northern District of Ohio (Akron)
Judge: Hon. Alan M. Koschik
Debtors' Counsel: Michael J. Kaczka, Esq.
MCDONALD HOPKINS LLC
600 Superior Ave East, Suite 2100
Cleveland, OH 44114
Tel: (216) 348-5400
Email: mkaczka@mcdonaldhopkins.com
- and -
Scott N. Opincar, Esq.
MCDONALD HOPKINS LLC
600 Superior Avenue, East, Suite 2100
Cleveland, OH 44114
Tel: 216-348-5400
Fax: 216-348-5474
Email: sopincar@mcdonaldhopkins.com
Debtor's KURTZMAN CARSON CONSULTANTS LLC
Notice, Claims,
and Balloting
Agent:
Estimated Assets: $1 million to $10 million
Estimated Debts: $1 million to $10 million
The petition was signed by Greg Lippert, CEO and president.
A list of QSL of Medina, Inc.'s 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/ohnb15-52722.pdf
QUANTUM FUEL: Amends Second Quarter Form 10-Q
---------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., has amended its
quarterly report for the period ended June 30, 2015, to restate its
unaudited condensed consolidated financial statements and related
footnote disclosures.
On Nov. 6, 2015, the Audit Committee of the Company's Board of
Directors, after discussion with management and Haskell & White
LLP, the Company's independent registered public accounting firm,
determined that the unaudited condensed consolidated financial
statements for the period ended June 30, 2015, included in the
Original Filing should no longer be relied upon.
In connection with the preparation of the Company's financial
statements for the quarter ended Sept. 30, 2015, the Company's
personnel determined that errors occurred in the accounting for
inventory that resulted from clerical errors originating in
connection with physical inventory counts and valuation procedures
performed as of June 30, 2015.
As a result of these errors, the Company has revised its unaudited
consolidated financial statements for the periods ended June 30,
2015. The revision corrects the identified errors and has resulted
in an approximate $836,000 decrease to the Company's reported
inventory balance at June 30, 2015, and corresponding increases to
its reported cost of revenues and net losses for the three and six
month periods ended June 30, 2015. The Company further determined
that there are no other additional adjustments which are material.
The adjustment to correct the identified errors has no effect on
the Company's cash flows, liquidity position, debt covenants or
executive incentive plans.
As restated, the Company reported a net loss of $4.08 million on
$10.68 million of revenue for the three months ended June 30, 2015,
compared to a net loss of $2.23 million on $6.53 million of revenue
for the same period during the prior year.
As of June 30, 2015, the Company's restated balance sheet showed
$70.94 million in total assets, $44.10 million in total liabilities
and $26.83 million in total stockholders' equity.
A full-text copy of the Form 10-Q/A is available at:
http://is.gd/jWsxbu
About Quantum Fuel
Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles. Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.
Quantum Fuel reported a net loss of $14.9 million in 2014, a net
loss attributable to stockholders of $23.0 million in 2013, a net
loss attributable to stockholders of $30.9 million in 2012 and a
net loss attributable to common stockholders of $38.5 million in
2011.
QUANTUM FUEL: Needs More Time to File Q3 Form 10-Q
--------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., filed with the
U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
Sept. 30, 2015.
In connection with the preparation of the Company's financial
statements for the quarter ended
Sept. 30, 2015, management of the Company determined that errors
occurred in the accounting for inventory that resulted from
clerical errors originating in connection with physical inventory
counts and valuation procedures performed as of June 30, 2015.
As a result of these errors, the Company restated its unaudited
consolidated financial statements for the periods ended June 30,
2015, which restated financial statements were filed in a form
10-Q/A with the SEC on Nov. 9, 2015. As a result of the time and
effort needed to sufficiently assess and conclude on the clerical
errors and to complete the restatement of the June 30, 2015,
financial statements, additional time is needed for the Company to
complete its closing process for the period ended Sept. 30, 2015,
and for the Company's independent registered public accounting firm
to complete its review of such financial statements.
The Company anticipates that it will file its Quarterly Report on
Form 10-Q within the time period prescribed in Rule
12b-25(b)(2)(ii).
The Company anticipates that total revenues to be reported for
continuing operations will increase by approximately 40% for the
three months ended Sept. 30, 2015, as compared to revenues reported
for the same period in the last fiscal year. The increase in
revenues for the current period compared to the same period in the
last fiscal year is primarily attributable to the Company's
progress in introducing and commercializing fuel storage systems,
growing its customer base, and gaining market share over the past
year.
The Company also anticipates that its cost of goods sold will
increase approximately 38% and its net operating loss will decrease
by approximately 8% compared to the same period in the last fiscal
year. The increase is in cost of goods sold is primarily
attributable to higher product sales and and incremental expenses
incurred associated with the introduction of new and next
generation fuel storage modules and for the establishment of
outside facilities that support the installation and servicing of
its products.
About Quantum Fuel
Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles. Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.
Quantum Fuel reported a net loss of $14.9 million in 2014, a net
loss attributable to stockholders of $23.0 million in 2013, a net
loss attributable to stockholders of $30.9 million in 2012 and a
net loss attributable to common stockholders of $38.5 million in
2011.
As of June 30, 2015, the Company had $70.94 million in total
assets, $44.10 million in total liabilities and $26.83 million in
total stockholders' equity.
QUIKSILVER INC: Seeks Waiver of Rule 2015.3 Reports Filing
----------------------------------------------------------
Quiksliver, Inc., and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to waive the
requirement for the Debtors to file F.R.B.P. Rule 2015.3 reports.
The Debtors have previously asked the Court to extend the time to
file their Rule 2015.3 Reports for 29 days, or in the alternative,
an extension of time to file a motion seeking modification of the
Bankruptcy Rule 2015.3 reporting requirement for cause.
The Debtors said the Rule 2015.3 Reports requirement should be
waived for these reasons:
(a) The information required by Bankruptcy Rule 2015.3(a) is
publicly available. The Debtors relate that its parent ZQK was
required to file periodic reports with the United States Securities
and Exchange Commission and that these filings are available to the
public at http://ir.quiksilver.com/and
http://www.sec.gov/edgar.html The Debtors further relate that
their quarterly filings, annual filings and proxy statements from
the previous five years have also been made available to its
creditors at
http://www.kccllc.net/quiksilver/document/noticelist/5
(b) The Disclosure Statement provides segment-by-segment
projections for the foreign entities. The Debtors relate that
their Disclosure Statement provides financial projections and
valuation analyses on a segment-by-segment basis, with the same
level of detail as in the SEC Filings. The Debtors further relate
that the Disclosure Statement provides background information for
the Company's non-Debtor foreign entities.
(c) Preparing the 2015.3 Reports would be unduly burdensome
and duplicative. The Debtors contend that their financial reporting
system is designed to report financial results for the following
four geographic and operational segments: Americas, EMEA, APAC and
Corporate Operations. They further contend that to prepare the
Rule 2015.3 Reports on the entity-by-entity basis required by Rule
2015.3 rather than on the segment-by-segment basis that the Debtors
have already provided and intend to continue to provide during
their Chapter 11 cases, they would need to separately compile
information from books, records, and documents relating to a
multitude of transactions at numerous locations for over 70
entities. The Debtors relate that assembling and compiling the
financial reports of the value, operations, and profitability of
these non-Debtor entities would pose significant challenges and
require the Debtors' employees and advisors to expend considerable
resources and time.
Quiksilver is represented by:
Van C. Durrer, II, Esq.
Annie Li, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
Telephone: (213)687-5000
Facsimile: (213)687-5600
E-mail: van.durrer@skadden.com
annie.li@skadden.com
- and -
Mark S. Chehi, Esq.
Dain A. De Souza, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
One Rodney Square
P.O. Box 636
Wilmington, DE 19899-0636
Telephone: (302)651-3000
Facsimile: (302)651-3001
E-mail: dain.desouza@skadden.com
mark.chehi@skadden.com
- and -
John K. Lyons, Esq.
Jessica Kumar, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
155 N. Wacker Dr.
Chicago, IL 60606
Telephone: (312)407-0700
Facsimile: (312)407-0411
Email: john.lyons@skadden.com
jessica.kumar@skadden.com
About Quiksilver, Inc.
Quiksilver, Inc., designs, produces and distributes branded
apparel, footwear and accessories. The Company's apparel and
footwear brands, inspired by a passion for outdoor action sports,
represent a casual lifestyle for young-minded people who connect
with its boardriding culture and heritage. The Company's
Quiksilver, Roxy, and DC brands have authentic roots and heritage
in surf, snow and skate. The Company's products are sold in more
than 100 countries in a wide range of distribution, including surf
shops, skate shops, snow shops, its proprietary Boardriders shops
and other Company-owned retail stores, other specialty stores,
select department stores and through various e-commerce channels.
For additional information, please visit the Company's brand Web
sites at www.quiksilver.com, www.roxy.com and www.dcshoes.com.
Quiksilver began operations in 1976 as a California company making
boardshorts for surfers in the United States under a license
agreement with the Quiksilver brand founders in Australia. The
Company later reincorporated in Delaware and went public in 1986.
In fiscal year 2014 (ended Oct. 31, 2014), 34% of the Company's
revenue was generated by the Debtors, within the United States.
The remaining 66% is attributable to the Non-Debtor Affiliates
located outside the United States.
Sales at Company retail stores accounted for approximately 28% of
Company revenue during fiscal year 2014. The Company's retail
shops include full-price stores, factory outlet stores, and
"shop-in-shops." At the end of the fiscal year 2014, the Company
had approximately 266 full-price core brand stores, of which 75
are
located in the United States.
Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on
Sept. 9, 2015. Andrew Bruenjes signed the petition as chief
financial officer. The Debtors disclosed total assets of $337
million and total debts of $826 million.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as the
Debtors' legal advisor, FTI Consulting, Inc. as their
restructuring
advisor, and Peter J. Solomon Company as their investment banker.
Kurtzman Carson Consultants LLC acts as the Debtors' claims and
noticing agent.
The U.S. trustee overseeing the Chapter 11 cases of Quiksilver
Inc. and its affiliates appointed seven members to the official
committee of unsecured creditors.
RDIO INC: Approval of $3-Mil. Post-Petition Financing Sought
------------------------------------------------------------
Rdio, Inc. seeks the bankruptcy court's authority to obtain
post-petition financing from Iconical Investments II LP and to use
cash collateral of the prepetition secured parties.
The Debtor asserts it immediately needs to use Cash Collateral and
obtain Post-Petition Financing in order to avoid a shutdown of its
business and remain operational until it can consummate a sale and
liquidation of certain of its assets to its stalking horse buyer or
a successful overbidder. The Sale is targeted to close by
Dec. 31, 2015.
Pulser Media, Inc. and Iconical II, the Debtor's two secured
creditors with blanket security interests and liens upon all of the
Debtor's property and assets, have consented to the Debtor's use of
Cash Collateral through June 30, 2016.
According to the Debtor, these Prepetition Secured Parties will be
granted adequate protection for, and in equal amount to, the
diminution in value of their valid, perfected, enforceable,
continuing and non-avoidable prepetition security interests in the
form of super-priority claims and replacement liens on all of its
property and assets.
Pursuant to the DIP Term Sheet, the Debtor is authorized to obtain
a post-petition, super-priority debtor-in-possession term loan in
the aggregate principal amount not to exceed $3,000,000, plus all
capitalized interest thereon at the non-default Base Rate of 8% per
annum (or default rate of 10% per annum), plus all capitalized fees
and expenses, on a senior secured, super-priority basis, secured
automatically by all property and assets of the Debtor.
Under the terms of the DIP Term Sheet, $1.8 million of the DIP
Facility will be advanced to the Debtor upon entry of the Court's
interim order.
The Debtor intends to use the proceeds of the DIP Facility to (i)
fund its operations, (ii) to conduct and pursue the Sale, (iii) pay
all fees owing to the Court and the United States Trustee, and (iv)
pay all expenses to third party vendors for photocopying, postage
and mailings.
The DIP Facility will be paid in full in cash on the date which is
the earliest of (a) Jan. 15, 2016; (b) the effective date of a plan
of reorganization or liquidation for the Debtor; (c) the
consummation of the Sale or sales of all or substantially all of
the assets of the Debtor; (d) the occurrence of an Event of
Default; (e) the entry of an order by the Court approving an
alternative debtor-in-possession facility; and (f) such later date
as Iconical II in its sole discretion may agree to in writing with
the Debtor.
"Given this ongoing and significant operating shortfall, the
Debtor's current cash flow ... is insufficient to meet the Debtor's
immediate and ongoing expenses to keep the business operating,"
says Ron Bender, Esq., at Levene, Neale, Bender, Yoo
& Brill L.L.P., counsel to the Debtor. He adds that the Debtor is
not a viable candidate to obtain financing from traditional sources
given its current financial condition.
About Rdio, Inc.
Rdio, Inc. filed Chapter 11 bankruptcy petition (Bankr. N.D. Cal.
Case No. 15-31430) on Nov. 16, 2015. The petition was signed by
Elliott Peters as senior vice president. The Debtor estimated
assets in the range of $50 million to $100 million and liabilities
of more than $100 million. Levene, Neale, Bender, Yoo & Brill LLP
serves as the Debtor's counsel. Judge Dennis Montali has been
assigned the case.
RDIO INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Rdio, Inc.
1550 Bryant Street, Suite 200
San Francisco, CA 94103
Case No.: 15-31430
Type of Business: Digital Music Service
Chapter 11 Petition Date: November 16, 2015
Court: United States Bankruptcy Court
Northern District of California (San Francisco)
Judge: Hon. Dennis Montali
Debtor's Counsel: Ron Bender, Esq.
LEVENE, NEALE, BENDER, YOO & BRILL LLP
1801 Ave. of the Stars #1120
Los Angeles, CA 90067
Tel: (310) 551-1010
Email: rb@lnbyb.com
- and -
Philip A. Gasteier, Esq.
LEVENE, NEALE, BENDER, YOO & BRILL LLP
10250 Constellation Blvd, #170
Los Angeles, CA 90067
Tel: (310) 229-1234
Email: pag@lnbrb.com
- and -
Krikor J. Meshefejian, Esq.
LEVENE, NEALE, BENDER, YOO & BRILL LLP
10250 Constellation Blvd, # 1700
Los Angeles, CA 90067
Tel: (310) 229-1234
Email: kjm@lnbyb.com
Estimated Assets: $50 million to $100 million
Estimated Debts: $100 million to $500 million
The petition was signed by Elliott Peters, senior vice president.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Roku, Inc. $2,759,423
Dept 3118
PO Box 123118
Dallas, TX 75312-3118
Sony Music Entertainment $2,399,906
550 Madison Avenue
New York, NY 10022
AXS Digital, LLC $1,250,410
800 W Olympic Blvd Ste 305
Los Angeles, CA 90015
Shazam Media Services $1,171,118
52 Vanderbilt Ave., 19th Floor
New York, NY 10017
Warner Music Group $613,374
3400 W. Olive Ave
Mail Stop P414
Burbank, CA 91505
Dell Financial Services $554,305
Payment Processing Center
PO Box 6549
Carol Stream, IL 60197-6549
Facebook.com Ads $495,548
Facebook Inc.
15161 Collections Center
Drive
Chicago, IL 60693
Orchard Enterprises, Inc. $383,959
PO Box 10251
Uniondale, NY 11555-0251
Music Reports, Inc. $335,670
21122 Erwin Street
Woodland Hills, CA 91367
Tseries $311,000
E 2/16 White House, Ansari Road
Darya Ganj
Universal Music Group Distribution $294,219
3905 W. Vincennes Road, Suite 400
Indianapolis, IN 46268
nventive inc. $272,230
215 StJacques
Suite 500
Montreal H2Y 1M6
Kahuna, Inc. $240,000
Tunecore $236,028
Mosaic NetworX LLC $219,890
Digital Realty Trust LP $190,889
Merlin BV $134,960
Intervision Systems Technologies, Inc. $130,908
China Basin Ballpark Company LLC $125,000
Ando Media LLC $124,433
RDIO INC: Files for Chapter 11 with $75-Mil. Purchase Deal
----------------------------------------------------------
Digital music service provider Rdio, Inc., sought Chapter 11
bankruptcy protection in California with the intention to sell its
assets to Pandora Media, Inc., for $75 million in cash, subject to
higher and better bids. Closing of the sale is expected to occur
by Dec. 31, 2015.
In filings with the Court, Rdio said it incurs operating losses of
approximately $1.85 to $2.4 million per month under its current
operating business model.
On a monthly basis, the Debtor currently generates approximately
$1.6 to $1.65 million of revenue from subscription services and
advertising, Court documents indicate. However, the Debtor has
monthly expenses of approximately $3.5 to $4.0 million, comprising
primarily payroll for its approximately U.S. 140 employees, payment
to the owners of music rights, costs of maintaining the service,
rent, marketing costs, business development costs, technology
maintenance costs, and foreign administrative expenses.
The Debtor maintained it no longer has the economic means of
funding such significant operating cash flow shortfall.
The Debtor said it has approximately $190,237,000 of secured debt
and approximately $30,000,000 of unsecured debt. A material
portion of the secured debt, in the estimated amount of
$186,024,000, is owed to Pulser Media, which is the majority owner
of the Debtor (owning approximately 79% of the Debtor's equity
interests).
Contemporaneously with the petition, the Debtor filed a motion with
the Court seeking authority to obtain up to $3 million in
post-petition financing and use cash collateral. The Debtor
separately asked the Court to approve certain bidding procedures in
connection with the sale.
Moelis & Company has been retained by the Debtor for the purpose of
marketing the Debtor's assets/business for overbid and to
assist the Debtor in the auction process.
About Rdio, Inc.
Rdio, Inc. filed Chapter 11 bankruptcy petition (Bankr. N.D. Calif.
Case No. 15-31430) on Nov. 16, 2015. The petition was signed by
Elliott Peters as senior vice president. The Debtor estimated
assets in the range of $50 million to $100 million and liabilities
of more than $100 million. Levene, Neale, Bender, Yoo & Brill LLP
serves as the Debtor's counsel. Judge Dennis Montali has been
assigned the case.
RDIO INC: Pandora to Acquire Several Key Assets
-----------------------------------------------
Pandora, a music discovery platform, on Nov. 16 announced an
agreement to acquire several key assets from Rdio, a pioneer in
streaming music technology. This will accelerate the company's
plan to offer fans greater control over the music they love,
strengthening Pandora's position as the definitive source of
music.
"Whether streaming through radio, on-demand or in-person at live
events, Pandora is building the definitive source for fans to
discover and celebrate music," said Brian McAndrews, chief
executive officer at Pandora. "Wherever and however fans want to
hear music, we intend to be their go-to destination."
In addition to acquiring technology and intellectual property from
Rdio, many members of Rdio's team will be offered roles with
Pandora, subject to close of the agreement. The company expects to
offer an expanded Pandora listening experience by late 2016,
pending its ability to obtain proper licenses.
The purchase price is $75 million in cash, subject to certain
purchase price adjustments.
"We are defining the next chapter of Pandora's growth story,"
continued Mr. McAndrews. "Adding live music experiences through
Ticketfly was a transformative step. Adding Rdio's impressive
technology and talented people will fast-track new dimensions and
enhancements to our service. I couldn't be more optimistic about
Pandora's future and the future of music."
"The Rdio team built an acclaimed product and technology platform
that has consistently led innovation in the young streaming
industry. I'm pleased that many members of the Rdio team will
continue to shape the future of streaming music, applying our
tradition of great design and innovative engineering on an even
larger stage with Pandora," said Anthony Bay, chief executive
officer of Rdio.
The transaction is contingent upon Rdio seeking protection in the
United States Bankruptcy Court for the Northern District of
California. Upon approval of the proposed transaction by the
bankruptcy court, Rdio will be winding down the Rdio-branded
service in all markets. Pandora is not acquiring the operating
business of Rdio, and is acquiring the technology and talent to
accelerate its own business strategy. The transaction is subject
to the approval of the Bankruptcy Court, which will supervise an
auction for the assets of Rdio, as well as other customary closing
conditions.
About Rdio
Headquartered in San Francisco, Rdio -- http://www.rdio.com-- is
one of the world’s largest licensed music services, offers a
catalog of over 35 million songs in 86 countries worldwide.
RELATIVITY FASHION: Files Rule 2015.3 Periodic Report
-----------------------------------------------------
Relativity Fashion LLC and its affiliates filed a report, as of
June 30, 2015, on the value, operations and profitability of these
companies in which they hold a substantial or controlling
interest:
Companies Interest of Estate
--------- ------------------
American Kids LLC 100%
Baker Street Investors LLC 50%
Bev/Early LLC 20%
Dark Fields Productions LLC 100%
Dear John LLC 100%
Fighter LLC 100%
Five Continents Imports LLC 100%
Harbory Pictures LLC 50%
J & J Project LA Inc. 100%
M3 fashion Accelerator 100%
MacGruber LLC 100%
My Soul to Take LLC 100%
PureBrands LLC 30%
Relativity B4U Limited 51%
Relativity Distribution LLC 100%
Relativity Education LLC 36%
Relativity EuropaCorp Distribution LLC 59.71%
Relativity Sports Management LLC 50%
RML DD Licensing I LLC 51%
Rogue Sports LLC 100%
Select Music LLC 45%
Season of the Witch Distributions LLC 100%
Season of the Witch LLC 100%
Season of the Witch Productions LLC 100%
Sky Land Entertainment Ltd. 90%
War of the Gods Distributions LLC 100%
War of the Gods LLC 100%
War of the Gods Productions LLC 100%
Warrior Way LLC 100%
Yuma Films Inc. 100%
Relativity Fashion filed the report pursuant to Bankruptcy Rule
2015.3. The report is available for free at http://is.gd/ODkfKh
About Relativity
Relativity -- http://relativitymedia.com/-- is a next-generation
global media company engaged in multiple aspects of content
production and distribution, including movies, television, sports,
digital and music. More than just a collection of
entertainment-related businesses, Relativity is a content engine
with the ability to leverage each of these business units,
independently and together, to create content across all mediums,
giving consumers what they want, when they want it.
Relativity Studios, the Company's largest division, has produced,
distributed or structured financing for more than 200 motion
pictures, generating more than $17 billion in worldwide box-office
revenue and earning 60 Oscar nominations. Relativity's films
include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and
The Fighter.
Relativity Media LLC and its affiliates, including Relativity
Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy
Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989). The
case is assigned to Judge Michael E. Wiles.
The Debtors are represented by Craig A. Wolfe, Esq., Malani J.
Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin
Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq.,
Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in
New York.
Brian Kushner of FTI Consulting, Inc., serves as chief
restructuring officer and crisis and turnaround manager. Luke
Schaeffer of FTI Consulting, Inc., serves as deputy CRO.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker. The team is led by Timothy Coleman, Senior Managing
Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice
President, and Joseph Goldschmid, Associate.
The Debtors' noticing and claims agent is Donlin, Recano & Company,
Inc.
* * *
An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct.
21 completed its purchase of the assets of Relativity Television.
Macquarie Investments US Inc. withdrew its motion for adequate
protection or relief from the automatic stay after the Debtors
opted to only sell their TV business instead of substantially all
assets.
After selling their TV business, the Debtors say that they intend
to formulate a plan to restructure their business around their
remaining assets, including the Debtors' motion picture assets.
RESIDENTIAL CAPITAL: Court Disallows Claim No. 3503
---------------------------------------------------
Judge Martin Glenn of the United States Bankruptcy Court for the
Southern District of New York sustained the ResCap Borrower Claims
Trust's objection to Claim No. 3503 filed by Mohammed K. Ghods and
Heidi M. Ghods, and disallowed and expunged the claim.
The Ghods filed Claim No. 3503 against Residential Capital, LLC,
seeking relief in the amount of $60,000. The Ghods asserted that
GMAC Mortgage, LLC, lacked standing to apply, and charge the Ghods
for, lender-placed insurance on real property located at 12752
Keith Place, in Tustin, California.
The Trust objected to the claim, arguing that GMACM had proper
standing to apply the lender-placed insurance because it acquired
the loan from DiTech Funding Corporation, and there is no
indication that the Ghods ever provided proof of insurance on the
property.
In sustaining the objection, Judge Glenn found that the Trust
adequately shifted the burden by rebutting the prima facie validity
of the Ghod's claim and the Ghods then failed to meet their burden
to establish the viability of their claim.
The case is In re: RESIDENTIAL CAPITAL, LLC, et al., Chapter 11,
Debtors, CASE NO. 12-12020 (MG), JOINTLY ADMINISTERED (Bankr.
S.D.N.Y.).
A full-text copy of Judge Glenn's November 3, 2015 memorandum
opinion and order is available at http://is.gd/dPS9wGfrom
Leagle.com.
Residential Capital, LLC is represented by:
Jessica G. Berman, Esq.
MEYER, SUOZZI, ENGLISH & KLEIN, P.C.
990 Stewart Avenue Suite 300
P.O. Box 9194
Garden City, NY 11530
Tel: (516) 741-6565
Fax: (516) 741-6706
Email: jberman@msek.com
-- and --
Donald H. Cram, Esq.
SEVERSON & WERSON, PC
One Embarcadero Center Suite 2600
San Francisco, CA 94111
Tel: (415) 398-3344
Fax: (415) 956-0439
Email: dhc@severson.com
-- and --
Stefan W. Engelhardt, Esq.
Todd M. Goren, Esq.
Joel C Haims, Esq.
Gary S. Lee, Esq.
Lorenzo Marinuzzi, Esq.
Larren M. Nashelsky, Esq.
Anthony Princi, Esq.
Norman Scott Rosenbaum, Esq.
Kayvan B. Sadeghi, Esq.
MORRISON & FOERSTER LLP
250 West 55th Street
New York, NY 10019-9601
Tel: (212) 468-8000
Fax: (212) 468-7900
Email: tgoren@mofo.com
jhaims@mofo.com
glee@mofo.com
lmarinuzzi@mofo.com
lnashelsky@mofo.com
nrosenbaum@mofo.com
ksadeghi@mofo.com
-- and --
George M. Geeslin, Esq.
Bonnie R. Golub, Esq.
WEIR & PARTNERS, LLP
The Widener Building Suite 500
1339 Chestnut Street
Philadelphia, PA 19107
Tel: (215) 665-8181
Fax: (215) 665-8464
Email: bgolub@weirpartners.com
-- and --
Steven J. Reisman, Esq.
CURTIS, MALLET-PREVOST, COLT & MOSLE LLP
101 Park Avenue
New York, NY 10178-0061
Tel: (212) 696-6000
Fax: (212) 697-1559
Email: sreisman@curtis.com
-- and --
John W Smith T, Esq.
BRADLEY ARANT BOULT CUMMINGS LLP
One Federal Place
1819 Fifth Avenue North
Birmingham, AL 35203
Tel: (205) 521-8000
Fax: (205) 521-8800
Email: jsmitht@babc.com
Official Committee of Unsecured Creditors is represented by:
Kenneth H. Eckstein, Esq.
Douglas Mannal, Esq.
Steven S. Sparling, Esq.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
1177 Avenue of the Americas
New York, NY 10036
Tel: (212) 715-9100
Fax: (212) 715-8000
Email: keckstein@kramerlevin.com
dmannal@kramerlevin.com
ssparling@kramerlevin.com
-- and --
Robert J. Feinstein, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
780 Third Avenue 34th Floor
New York, NY 10017-2024
Tel: (212) 561-7700
Fax: (212) 561-7777
Email: rfeinstein@pszjlaw.com
-- and --
Ronald J. Friedman, Esq.
Robert D. Nosek, Esq.
SILVERMAN ACAMPORA LLP
100 Jericho Quadrangle, Suite 300
Jericho, NY 11753
Tel: (516) 479-6300
Fax: (516) 479-6301
Email: rfriedman@silvermanacampora.com
Official Committee of Unsecured Creditors of Residential Capital,
LLC, et al. is represented by:
Stephen Zide, Esq.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
1177 Avenue of the Americas
New York, NY 10036
Tel: (212) 715-9100
Fax: (212) 715-8000
Email: szide@kramerlevin.com
About Residential Capital
Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.
ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.
ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.
Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel. Rubenstein Associates, Inc., is the
public relations consultants to the Company in the Chapter 11
case. Morrison Cohen LLP is advising ResCap's independent
directors. Kurtzman Carson Consultants LLP is the claims and
notice agent.
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.
ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans
to Berkshire Hathaway for $1.5 billion.
Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.
RESTORE HEALTH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Restore Health Pharmacy, LLC
1289 Deming Way
Madison, WI 53717
Case No.: 15-14095
Nature of Business: Health Care
Chapter 11 Petition Date: November 16, 2015
Court: United States Bankruptcy Court
Western District of Wisconsin (Madison)
Debtor's Counsel: Leonard G. Leverson, Esq.
LEVERSON LUCEY & METZ S.C.
106 W Seeboth St., Ste 204-1
Milwaukee, WI 53204
Tel: 414-271-8500
Fax: 414-271-8504
Email: lgl@levmetz.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Matthew J. Wanderer, managing member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wiwb15-14095.pdf
RESTORE HOLDINGS: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Restore Holdings, LLC
fka Biodermal Labs, LLC
1441 Brickell Avenue, 15th Floor
Miami, FL 33131
Case No.: 15-14103
Nature of Business: Health Care
Chapter 11 Petition Date: November 16, 2015
Court: United States Bankruptcy Court
Western District of Wisconsin (Madison)
Debtor's Counsel: Leonard G. Leverson, Esq.
LEVERSON LUCEY & METZ S.C.
106 W Seeboth St., Ste 204-1
Milwaukee, WI 53204
Tel: 414-271-8500
Fax: 414-271-8504
Email: lgl@levmetz.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Matthew J. Wanderer, manager.
A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/wiwb15-14103.pdf
REVEL AC: Court Denies Polo North's Motions to Dismiss
------------------------------------------------------
ACR Energy Partners, LLC, continues its long-standing battle with
Polo North County Club, Inc., concerning the manner in which, if at
all, to electrify the beleaguered and now defunct Revel Casino, a
casino hotel in Atlantic City, New Jersey, that Polo North acquired
on April 7, 2015 through a bankruptcy sale.
Following the United States District Court for the District of New
Jersey's resolution of injunctive motion practice, Polo North now
moves to dismiss ACR Energy Partners, LLC v. Polo North Country
Club, Inc., Civil Action No. 15-2677 (JBS/JS) and to remand Polo
North Country Club, Inc. v. ACR Energy Partners, LLC, Civil Action
No. 15-5324 (JBS/JS), for lack of subject matter jurisdiction.
The primary issue before the Court concerns whether these actions
present, on their face, a question of federal law, or one arising
under or sufficiently related to federal law.
In a Memorandum Opinion dated November 5, 2015 which is available
at http://is.gd/J5KB2F,Chief Judge Jerome B. Simandle of the
United States District Court for the District of New Jersey denied
Polo North's two motions to dismiss to the Original Action and, to
remand the Removed Action.
The case is ACR ENERGY PARTNERS, LLC, Plaintiff, v. POLO NORTH
COUNTRY CLUB, INC., Defendant. POLO NORTH COUNTRY CLUB, INC.,
Plaintiff, v. ACR ENERGY PARTNERS, LLC, Defendant, CIVIL ACTION NO.
15-2677 (JBS/JS), NO. 15-5324 (JBS/JS)(Bankr. D.N.J.).
ACR Energy Partners, LLC, Plaintiff, represented by George Bruk,
Esq. -- THE WEINGARTEN LAW FIRM.
Polo North Country Club, Inc., Defendant, represented by Stuart J.
Moskovitz, Esq.
The Bank of New York Mellon, Intervenor, represented by Guy V.
Amoresano, Esq. -- gamoresano@gibbonslaw.com -- GIBBONS, PC, Kevin
Gerard Walsh, Esq. -- kwalsh@gibbonslaw.com -- GIBBONS PC & John D.
Haggerty, Esq. -- jhaggerty@gibbonslaw.com -- GIBBONS PC.
ROTONDO WEIRICH: Reed Smith Approved as Counsel for Committee
-------------------------------------------------------------
The Hon. Eric L. Frank of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Rotondo Weirich
Enterprises, Inc., et al., to retain Reed Smith LLP, as its counsel
nunc pro tunc to Oct. 1, 2015.
Reed Smith is expected to, among other things:
a. participate in the formulation of one or more plans, advising
those represented by such committee of such committee's
determinations as to any plan formulated, and collecting and filing
with the court acceptances or rejections of any such plan;
b. assist the Debtors in evaluating a business plan to determine
whether it meets the needs of the Debtors and will enable it to
turn around its businesses;
c. if appropriate, requesting the appointment of one or more
trustees or examiners under Section 1104 of the Bankruptcy Code.
Derek J. Baker, a partner at Reed Smith, will be responsible for
the representation of the Committee. The Committee agreed to pay
Reed Smith on an hourly-rate basis, plus reimbursable expenses and
out-of-pocket costs.
In an unsworn declaration, Derek J. Baker stated that Reed Smith
agreed to accept payment for its legal services at a discount of
15% off of its market hourly rates plus expenses.
Mr. Baker assures the Court that the firm represents no adverse
interest in the matters with respect to which it is to be
employed.
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.
On Sept. 22, 2015, Andrew Vara, acting U.S. trustee for Region 3,
appointed Grant Brooker, general counsel of Bennett Motor Express
LLC; Brett Smith, business manager of Bragg Companies; and Max
Helser, president of Helser Industries Inc., to serve on the
official committee of unsecured creditors.
On Oct. 15, 2015, another unsecured creditor, Mi-Jack Products Inc.
Vice-President Jack Wepfer, was appointed to serve on the panel.
The unsecured creditors' committee is represented by Reed Smith
LLP.
SALADWORKS, LLC: Court Grants Dec. 14 Extension to Remove Actions
-----------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware extended, for a second time, debtor SW
Liquidation, LLC's time period within which it may file notices to
remove actions through Dec. 14, 2015.
Creditors and parties-in-interest WS Finance, LLC and JVSW, LLC
("VH Entities") objected to the Debtor's Motion, asserting that the
Debtor's Motion was not reasonable and practical, and that it
lacked cause. They contend that the Debtor has failed to show any
cause to support its Motion other than its wanting to pass the
decision on removal on to the Liquidating Trustee for some
undisclosed benefit.
The Debtor contends that although not clear to the VH Entities,
whether the Plan is confirmed will have an effect on the Debtor's
or the Liquidating Trustee's decision as to whether to remove
certain Actions. The Debtor notes that the Plan settles various
claims and causes of action against the Scardapane Entities. It
relates that if such settlement is approved, the Debtor will not
need to determine whether the pending Chancery Litigation should be
removed. The Debtor further relates that if a global resolution is
ultimately reached, there need not be a determination regarding the
removal of the Pennsylvania Litigation. The Debtor asserts that in
order to preserve the its removal right, the Debtor must seek an
extension of the time period and this alone establishes cause for
the extension.
WS Finance and JVSW are represented by:
Jeffrey S. Cianciulli, Esq.
Kenneth E. Aaron, Esq.
WEIR & PARTNERS LLP
The Widener Building, Suite 500
1339 Chestnut Street
Philadelphia, PA 19107
Telephone: (215)665-8181
Facsimile: (215)665-8464
E-mail: jcianciulli@weirpartners.com
kaaron@weirpartners.com
SW Liquidation is represented by:
Adam G. Landis, Esq.
Kerri K. Mumford, Esq.
Kimberly A. Brown, Esq.
LANDIS RATH & COBB LLP
919 Market Street, Suite 1800
Wilmington, DE 19801
Telephone: (302)467-4400
Facsimile: (302)467-4450
E-mail: landis@lrclaw.com
mumford@lrclaw.com
brown@lrclaw.com
About SW Liquidation
Developed in 1986, Saladworks, LLC, is the first and largest
fresh-salad franchise concept in the United States. From its
beginning in the Cherry Hill Mall, Saladworks quickly expanded to
12 additional locations in area malls and soon thereafter began
franchising.
Then with franchise agreements with 162 different franchisees,
Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr.
D.
Del. Case No. 15-10327) on Feb. 17, 2015. The dispute between
Saladworks founder and CEO Anthony Scardapane and Vernon W. Hill,
II prompted the bankruptcy filing. Scardapane's J Scar Holdings,
Inc., held a 70% stake in the company while Hill's JVSW LLC held
30%.
The bankruptcy case is assigned to Judge Laurie Selber
Silverstein.
Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in
liabilities as of the Chapter 11 filing.
The Debtor tapped Adam G. Landis, Kerri K. Mumford and Kimberly A.
Brown of Landis Rath & Cobb LLP, as counsel; SSG Advisors, LLC, as
investment banker; and Edward A. Phillips and Ryan W. Farley of
EisnerAmper LLP, as financial advisor. The Debtor engaged Upshot
Services LLC, as claims and noticing agent.
The Official Committee of Unsecured Creditors tapped Richard M.
Beck and Sally E. Veghte of Klehr Harrison Harvey Branzburg LLP,
counsel to the Official Committee of Unsecured Creditors.
D. Stephen Antion, Paige E. Barr, John P. Sieger, Logan J. Dolph
and Scott C. Cutrow of Katten Muchin Rosenman LLP, serves as
counsel to Centre Lane Partners, LLC, the buyer of most of the
Debtor's assets.
Saladworks, LLC, sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to sell
substantially
all of its assets to SW Acquisition Company, LLC, an affiliate of
Centre Lane for $16.9 million, and, pursuant to the purchase
agreement, will no longer be able to use the name "Saladworks"
following the closing of the sale. The Debtor changed its name to
SW Liquidation LLC following the closing of the sale.
The Debtor has proposed a plan of liquidation that's backed by the
Creditors Committee and Scardapane but opposed by the Hill
Entities.
SANDRA FAULKNER BUTTERWORTH: OFH's Admin. Expense Claim Denied
--------------------------------------------------------------
In a Memorandum Opinion dated November 5, 2015, which is available
at http://is.gd/EPKJJUfrom Leagle.com of Judge David M. Warren of
the United States Bankruptcy Court for the Eastern District of
North Carolina, New Bern Division, denied Only Fools & Horses,
LLC's Application for Administrative Expense, after finding that
OFH has failed to demonstrate the extraordinary circumstances
necessary.
Judge Warren also finds that OFH failed to show any direct
significant or demonstrable benefit to the Debtor Sandra Faulkner
Butterworth's estate or to the other creditors by its acts alone.
This failure is fatal to OFH's substantial contribution claim,
Judge Warren held.
The case is IN RE SANDRA FAULKNER BUTTERWORTH, Chapter 11, Debtor,
CASE NO. 13-05806-8-DMW (Bankr. E.D.N.C.).
Sandra Faulkner Butterworth, Debtor, represented by:
David J. Haidt, Esq.
AYERS, HAIDT & TRABUCCO, P.A.
307 Metcalf Street
Post Office Box 1544
New Bern, North Carolina 28563
Phone: 252.638.2955
Fax: 252.638.3293
E-mail: ayershaidt@embarqmail.com
SPRINGLEAF HOLDINGS: Fitch Cuts IDRs to B- on OneMain Acquisition
-----------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
(IDRs) of Springleaf Holdings Inc. (SHI) and Springleaf Finance
Corporation (SFC) to 'B-' from 'B' and downgraded SFC's senior
unsecured debt rating to 'B-/RR4' from 'B/RR4'. The ratings have
been removed from Rating Watch Negative, and Fitch has assigned
Stable Rating Outlooks to SHI and SFC.
The ratings action follow the completion of the previously
announced acquisition of OneMain Financial Holdings, Inc.
(OneMain). The transaction was financed with cash proceeds from the
sale of short-term investment securities, roughly $1.9 billion of
securitization issuances and subordinated security sales in 1H15,
and the $976 million (net proceeds) common equity issuance in May
2015. Upon closing the transaction, SHI is expected to be renamed
OneMain Holdings, Inc.
KEY RATING DRIVERS - IDRs AND SENIOR UNSECURED DEBT
The downgrades reflect the substantial increase in consolidated
leverage and commensurate reduction in liquidity following the
completion of the transaction, and also reflect the integration and
execution risks associated with the transaction, which roughly
doubles SHI's assets. Furthermore, Fitch believes the substantial
increase in the size of the company potentially elevates its
already heightened exposure to regulatory and legislative risks. At
the time of the announced transaction, Fitch had articulated an
expectation to downgrade SHI's ratings by at least one notch,
depending on the magnitude of leverage associated with the
transaction.
Fitch believes that the acquisition offers potential long-term
benefits for creditors of the combined organization. Springleaf
expects to generate significant expense synergies by consolidating
branches and integrating systems and employee functions while
generating new revenue opportunities by expanding product and
service offerings across the combined company. Fitch believes the
combined entity may have higher long-term ratings potential
reflecting its stronger franchise and competitive positioning,
increased scale and operating efficiency and improved earnings
profile relative to the smaller, standalone entities.
Fitch does not publicly rate OneMain but intends to form a credit
view of the subsidiary and its outstanding debt upon further review
of the specifics of its credit risk profile and the ultimate
integration of the entity over time. Given the terms of OneMain's
outstanding debt and the restrictions on capital flows to SHI or
SFC from OneMain, Fitch believes there may be potential for
OneMain's existing debt to be rated modestly higher than SHI and
SFC's IDRs and SFC's unsecured debt. Nevertheless, Fitch's ratings
of SHI and SFC reflect a consolidated view of the overall
organization including potential restrictions on capital flows
between the entities.
As a stipulation of Department of Justice (DOJ) and State Attorneys
General antitrust approval of the transaction, SHI has agreed to
sell 127 of the combined company's branches encompassing
approximately $600 million of personal loans held for sale to
Lendmark Financial Services. The sale is expected to be completed
by the end of the first quarter of next year. Fitch expects SHI to
utilize the proceeds from the branch sales toward meeting upcoming
debt maturities. While the asset sale will improve SHI's liquidity
position and contribute to balance sheet deleveraging, Fitch
believes the sales will have a slight negative impact on the
projected earnings accretion from the transaction.
Despite the common equity issuance in May and the expected branch
sales in the next few months, SHI's consolidated balance sheet
leverage has increased significantly above management's long-term
target range for adjusted debt to adjusted tangible equity of 5.0x
-7.0x and well above comparable nonprime consumer finance
companies. Based on Dec. 31, 2014 pro forma financials published by
the SHI in April 2015, Fitch calculates that SHI's leverage would
be 14.2x post-acquisition, compared to 3.9x on stand-alone basis.
SHI's liquidity position has also been meaningfully reduced as a
result of the transaction, while its near-term debt obligations
remain material, specifically its 2017 unsecured debt maturities of
$1.9 billion.
Furthermore, integration risk will be present for a considerable
period of time and regulatory scrutiny, particularly from the
Consumer Financial Protection Bureau, will likely increase for the
combined company. Fitch views SHI's announced hiring of Scott
Parker, former CFO of CIT Group Inc., as CFO of SHI positively
given his prior experience in an executive management role at a
company going through transformative change.
SHI conducts the majority of its business through its subsidiaries
and essentially all assets and debt outstanding reside at
subsidiaries. Thus, the ratings of SHI and SFC are equalized.
RATING SENSITIVITIES - IDRs AND SENIOR UNSECURED DEBT
Downside risks to SHI and SFC's ratings will be elevated until
OneMain is fully integrated, leverage is reduced, and the company's
debt maturity profile improves further. Longer-term negative
ratings momentum could also ensue from an inability to access the
capital markets at a reasonable cost, greater competitive intensity
in the nonprime lending segment from newer entrants including
marketplace lenders, substantial credit quality deterioration,
additional asset encumbrance, potential new and more onerous rules
and regulations, as well as potential shareholder-friendly actions
given the high private equity ownership.
Longer-term positive rating momentum could be driven by successful
integration of OneMain's platform and staff, de-leveraging to
levels in-line with similar nonprime consumer finance companies,
demonstrated execution on planned strategic objectives, additional
actions to improve the debt maturity profile, sustained
improvements in profitability and operating performance, measured
growth in core lending businesses, successfully executing on new
business opportunities, and reducing concentrated ownership.
Fitch believes the combined entity may have higher longer-term
ratings potential reflecting its stronger franchise and competitive
positioning, increased scale and operating efficiency and improved
earnings profile relative to smaller, standalone entities. However,
potential upward momentum would remain limited to below
investment-grade levels, given SHI's monoline business model, core
demographic and high reliance on the capital markets for funding.
Furthermore, Fitch views the elevated regulatory, legislative and
litigation risks that exist for SHI, as well as a lack of
prudential regulation, as key rating constraints.
The rating assigned to SFC's senior unsecured debt is equalized
with SHI and SFC's IDRs, and would therefore be expected to move in
tandem with any change in SHI and SFC's IDRs, absent a material
change in the recovery prospects for the senior unsecured notes, as
expressed by the RR. Were SHI or SFC to incur material additional
secured debt, such that the recovery prospects for the senior
unsecured notes were viewed as below average, this could result in
a downgrade of the notes and the RR.
Fitch has downgraded the following ratings:
Springleaf Holdings Inc.
-- Long-term IDR to 'B-' from 'B' and removed from Rating Watch
Negative.
Springleaf Finance Corp.
-- Long-term IDR to 'B-' from 'B' and removed from Rating Watch
Negative;
-- Senior unsecured debt to 'B-/RR4' from 'B/RR4' and removed
from Rating Watch Negative.
The Rating Outlook is Stable.
SUNOCO FINANCE: Fitch Affirms 'BB/RR4' Sr. Unsecured Debt Rating
----------------------------------------------------------------
Fitch Ratings has affirmed its ratings on Sunoco, LP (SUN) and
Sunoco Finance Corp. following the announcement that SUN will
acquire assets from Energy Transfer Partners, LP (ETP; 'BBB-';
Outlook Stable). The Rating Outlook is Stable. A full list of
ratings follows at the end of this release.
SUN has agreed to acquire 100% of the equity interest of Sunoco
Retail LLC and the remaining 68.4% interest in Sunoco, LLC from ETP
for roughly $2.2 billion. The transaction will be financed with a
combination of debt and equity in the form of a Term Loan A and
private investment in public equity (PIPE) both of which have been
pre-committed. The transaction is expected to close in early 2016.
ETP had previously announced its intent to drop down the existing
businesses in its retail marketing segment into SUN in a series of
drop down transactions. This transaction is the last of these
dropdowns of retail from ETP to SUN. Fitch believes the dropdowns
of these assets allow SUN to grow its size, scale, geographic
diversity and ultimately distributions for investors. The dropdowns
are mutually beneficial providing ETP the ability to raise funds to
support its own growth objectives, and segregate ETP's legacy
retail marketing assets into a dedicated retail vehicle with its
own access to capital and a dedicated management team. Fitch
expects the current dropdown to be accretive to distributable cash
flow for SUN in 2016 and believes the pre-committed funding helps
alleviate much of the transaction risk, particularly given weakness
across the equity markets for master limited partnerships.
SUN's ratings are reflective of its growing size and scale, as well
as, its relationship with the Energy Transfer Equity, LP (ETE;
'BB'/Rating Watch Positive) family. This dropdown transaction will
complete all of ETP's planned dropdowns of the legacy Sunoco Inc.
and Susser Petroleum retail assets. ETP had previously this year
transferred its ownership of SUN's general partner (GP) and
incentive distribution rights up to ETE. ETP will remain a holder
of roughly 46% of SUN's limited partner units, pro forma for this
transaction, and as such continue to receive significant cash
distributions up from SUN.
Fitch considers SUN affiliation with ETP and ETE family to be a
credit positive facilitating SUN's ability to grow rapidly through
the dropdown strategy with reasonable financing flexibility that
SUN otherwise would not have had on a stand-alone basis. With the
dropdowns complete Fitch expects SUN to be more focused on organic
growth and third-party acquisitions. Fitch continues to expect ETE
to be supportive of growth at all its partnerships, including SUN,
as it has historically been, providing support if and as needed.
KEY RATING DRIVERS
Parent Affiliation: SUN's ratings consider SUN's relationship with
its parent and sponsor, ETE ('BB'/Rating Watch Positive) and with
ETP. SUN's affiliation with ETE and ETP provides significant
benefits to SUN, particularly with regard to SUN's ability to
acquire and fund assets through dropdown transactions such as this
one. These benefits are not available to standalone partnerships.
Fitch believes that the affiliation with ETP, and ultimately ETE,
helps minimize event financing and operating risks associated with
dropping down ETP's inventory of retail assets.
Growing Scale: Fitch believes that SUN will benefit from the
increased economies of scale that this planned drop-down from ETP
will provide. Both ETP and SUN have articulated a schedule for
dropdowns to support efficient integration efforts and more quickly
realize operational efficiencies. As the store count managed by SUN
continues to grow, SUN will be able to benefit from increased
purchasing power, logistical support and the awareness of its top
regional and national brands to create value. This growing presence
should allow SUN to increase its share of a highly fragmented
convenience store-fuel station market in which nearly 60% of its
competitors only own one store.
Moderate Leverage: Pro forma for the July 2015 Susser Holding
Company (SHC) acquisition, Fitch expects SUN 2015 leverage,
assuming a full year's worth of SHC earnings and cash flow, of
between 4.5x to 5.0x. Leverage will flex out in 2016 to between
5.0x to 5.5x pro forma for this announced acquisition but fall to
4.5x and below for 2017 and beyond. If leverage were to be
meaningfully above 5.0x on a sustained basis, Fitch would likely
take a negative rating action. Conversely, sustained leverage below
3.5x could lead to a positive ratings action. Fitch expects future
acquisitions and organic spending to be funded with a balance of
debt and equity with a focus on maintaining moderate leverage at
SUN. Fitch expects SUN distribution coverage of roughly 1.3x and
1.0x for year-end 2015 and 2016, respectively. If distribution
coverage were to be below 1.0x on a sustained basis Fitch would
likely take a negative rating action.
Organic Growth: A key to SUN's growth going forward will be
development of new stores targeted in high growth markets with
favorable demographics. New stores with more open and modern store
designs typically produce more cash flows than legacy stores. They
carry a larger proportion of higher margin food offerings and
private label products. Foodservice drives higher than average
gross margins and drives additional customer traffic. SUN also
plans to raze and rebuild on existing sites with attractive volume
and customer traffic. Utilizing existing locations eliminates the
need to permit sites. Fitch expects upwards of $4 billion in growth
capital spending for 2016-2018, which is expected to be funded on a
balanced debt/equity basis, with SUN achieving leverage in the
4.0x-4.5x range on a sustainable basis.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for the issuer
include:
-- Wholesale distribution volume growth at a five-year compound
average growth rate (CAGR) of about 1.5%-2%;
-- Same-store retail distribution volume growth at a five-year
CAGR of 1.5%-2%;
-- SUN funds drop down acquisitions with proposed debt and equity
issuance.
RATING SENSITIVITIES
Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:
-- Sustained leverage (debt/EBITDA) below 3.5x, along with
consistent operating margin improvements could result in
positive rating action.
Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:
-- Deteriorating EBIT margins at or below 1% on a consistent
basis could lead to negative rating action.
-- An aggressive distribution policy that consistently resulted
in a distribution coverage ratio below 1.0x on a sustained
basis;
-- Higher than expected leverage, with debt/adjusted EBITDA
ratios above 5.0x on a sustained basis could result in
negative rating action.
LIQUIDITY AND DEBT STRUCTURE
SUN's liquidity is adequate. As of Sept. 30, 2015, SUN had $125.1
million in cash and equivalents on hand and roughly $613 million in
availability under its $1.5 billion secured revolving credit
facility due 2019. The revolver requires SUN to maintain a leverage
ratio as defined in the credit agreement of not more than 5.5x,
subject to an upward adjustment to 6.0x for three fiscal quarters
following an acquisition whose purchase price is not less than $50
million. SUN receives pro forma EBITDA credit for acquisitions and
material projects. SUN is currently in compliance with its leverage
covenant and is expected to remain so following the announced
acquisition transaction. SUN's debt maturities are manageable;
inclusive of the proposed Term Loan A issuance SUN does not have
any significant debt maturities until 2019.
FULL LIST OF RATING ACTIONS
Fitch affirms the following ratings:
Sunoco, LP
-- Long-term Issuer Default Rating at 'BB';
-- Senior unsecured debt at 'BB/RR4';
-- Senior secured debt at 'BB+/RR1'.
Sunoco Finance Corp.
-- Senior unsecured debt at 'BB/RR4'.
SUNWEST MANAGEMENT: Scheme to Defraud Exceeds 2 Counts, Court Says
------------------------------------------------------------------
In an Amended Findings of Fact and Conclusions of Law dated
November 4, 2015, which is available at http://is.gd/QYYAI0from
Leagle.com, Judge Michael H. Simon of the United States District
Court for the District of Oregon finds that the scope of Jon
Michael Harder's scheme to defraud exceeds the two counts of
conviction and that the relevant conduct includes all Sunwest
Management, Inc., senior housing facility and senior housing
development investments sold by the Defendant, directly or
indirectly by persons acting under his control, supervision, or
direction, to investors from January 1, 2006, through July 7, 2008,
regardless of the specific form of those investments.
On January 8, 2015, Harder pleaded guilty to two counts of a
56-count amended indictment, alleging mail fraud, wire fraud, and
unlawful monetary transactions in connection with the operation of
Sunwest Management and its affiliated businesses.
The case is UNITED STATES OF AMERICA, v. JON MICHAEL HARDER,
Defendant, CASE NO. 3:12-CR-485-SI (D. Ore.).
Defendant is represented by Emily E. Elison, Esq. -- CASTLEBERRY &
ELISON, P.C., Portland, OR
About Sunwest Management
Founded in Oregon in 1991, Sunwest Management was one of the
largest private senior living providers in the U.S. In March
2009,
U.S. District Judge Michael Hogan appointed Michael Grassmueck --
founder and principal of Portland, Oregon-based Grassmueck Group,
a
national firm that specializes in fiduciary and insolvency
services
-- as receiver for the Company after the Securities and Exchange
Commission filed suit against Sunwest and former CEO Jon Harder,
alleging securities fraud.
Sunwest Management placed 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy. Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 protection on August 19, 2008. On Aug. 17, 2008, eight
Sunwest-affiliated LLCs filed for Chapter 11 bankruptcy protection
from creditors in Tennessee.
Sunwest was later renamed Stayton SW Assisted Living. As reported
by the Troubled Company Reporter on July 16, 2010, Judge Hogan
confirmed the plan of reorganization in the Chapter 11 proceedings
of Stayton. The plan provides for the sale of up to 149 senior
living facilities to a joint venture formed by Blackstone Real
Estate Advisors VI L.P., Emeritus Senior Living and Columbia
Pacific Advisors. The Blackstone/Emeritus joint venture acquired
the properties in exchange for cash, securities and debt valued at
$1.3 billion in cash.
Under the Plan, existing Sunwest investors were permitted to
receive either cash or securities in the new company, with a
choice between Class A preferred interests paying 6%, or up to 49%
in common interests in the joint venture. The reorganization plan
also provides for the creation of a Trustco entity to hold certain
non-senior living assets, such as apartments, office buildings and
bare land, and liquidate the assets over time for the benefit of
the estate's investors and creditors. The Receiver oversees
Trustco.
In August 2010, Stayton completed the sale of 132 senior living
facilities to the joint venture. The transaction was valued at
$1.2 billion.
In December 2010, the federal equity receiver in charge of former
Oregon-based senior living provider Sunwest Management announced a
40% initial distribution to investors and other claimants in the
Sunwest securities violation case and related Chapter 11
bankruptcy proceeding. Resources for the initial distribution
total $228 million and derive from a $1.2 billion real estate
transaction closed earlier this year, in which a joint venture led
by Blackstone Real Estate Advisors VI LP and Emeritus Senior
Living
acquired 144 Sunwest properties in exchange for cash, securities
and assumption of debt.
TEMI HOLDINGS: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Temi Holdings LLC
1609 Constitution Boulevard
Rock Hill, SC 29732
Case No.: 15-31795
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: November 16, 2015
Court: United States Bankruptcy Court
Western District of North Carolina (Charlotte)
Judge: Hon. Craig J. Whitley
Debtor's Counsel: James H. Henderson, Esq.
THE HENDERSON LAW FIRM
1201 Harding Place
Charlotte, NC 28204-2248
Tel: 704.333.3444
Fax: 704.333.5003
Email: henderson@title11.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bamidele Ekunsami, MD, managing member.
A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncwb15-31795.pdf
TONYA BROWN: Directed to Respond to Summary Judgment Motion
-----------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Ohio is asked to determine the effect of a Notice of Trustee's
abandonment of Tonya Brown's claims against Carlisle, McNellie,
Rini, Kramer & Ulrich, Co., LPA, and Carlisle's motion for summary
judgment.
The Browns are property owners who are parties to a foreclosure
action filed in the Delaware County Court of Common Pleas. On
December 13, 2013, while the foreclosure action was still pending
in the Court of Common Pleas, the Browns brought the action
pursuant to the Court's federal question jurisdiction. On May 23,
2014, with leave of Court, the Browns filed a "3rd amended
complaint" against Florida Coastal, Mr. Griffith, Carlisle, and
John Doe, Individuals 1-50.
Count one of the 3rd amended complaint alleges that the defendants
violated the FDCPA. More specifically, the Browns allege that
Carlisle falsely represented in the Common Pleas Court action that
its clients were proper party plaintiffs when, in fact, they were
debt collectors. The Browns allege that Carlisle's false and
misleading representations resulted in judgments and sanctions
against them in the foreclosure action. Similarly, the Browns
allege that Mr. Griffith falsely represented that Florida Coastal
was a proper party plaintiff in that case when, in fact, it was
also a debt collector. The Browns further allege that Florida
Coastal and Mr. Griffith misrepresented the character, amount, and
legal status of the mortgage and note in violation of the FDCPA.
The Browns also set forth state law claims for foreclosure fraud
(count two), slander of title (count three), slander of credit
(count four), emotional distress (count five), and quiet title
(count six). On October 10, 2014, the Court granted in part a
motion to dismiss by Carlisle, dismissing the Browns' claims
against Carlisle for the intentional infliction of emotional
distress and to quiet title.
On February 20, 2015, Tonya Brown filed a Chapter 11 bankruptcy
petition in the United States Bankruptcy Court for the Southern
District of Ohio, Case No. 2:15-bk-50925. On February 27, 2015, Mr.
Griffith and Florida Coastal filed a notice of bankruptcy and
suggestion of stay. In examining the bankruptcy, the Court noted
that the case was converted to a Chapter 7 bankruptcy.
In an Opinion and Order issued on July 10, 2015, the Court examined
the impact of Ms. Brown's bankruptcy on this litigation. The Court
determined that Ms. Brown lacked standing to pursue her
pre-petition claims because those claims were now considered to be
"property of the estate." In other words, because the United States
Trustee ("UST") was the real party in interest to Ms. Brown's
claims, the Court analyzed motions before it only to the extent
that they pertained to Mr. Brown. The Court granted summary
judgment in favor of Carlisle as to Mr. Brown's claims, but it
withheld judgment as to Ms. Brown's claims because those claims
belonged to the UST.
On August 7, 2015, Carlisle filed a notice informing this Court
that the UST abandoned all claims of Tonya Brown against Carlisle.
In an Opinion and Order dated October 30, 2015, which is available
at http://is.gd/xHmKKUfrom Leagle.com, Magistrate Judge Terence P.
Kemp of the United States District Court for the Southern District
of Ohio, Eastern Division, gave Ms. Brown 21 days from the issuance
of the Opinion and Order to file a response to Carlisle's
previously-filed motion for summary judgment.
The case is Ronald Brown, et al., Plaintiffs, v. Florida Coastal
Partners, LLC, Defendants, CASE NO. 2:13-CV-1225.
Ronald Brown, Plaintiff, Pro Se.
Tonya Brown, Plaintiff, Pro Se.
Defendants are represented by Charles Roland Griffith, Esq. --
chuckgriffith@griffithlaw.org -- GRIFFITH LAW OFFICES, Eric T.
Deighton, Esq. -- CARLISLE, MCNELLIE, RINI, KRAMER & ULRICH,CO,
LPA.
TS EMPLOYMENT: Has Until Dec. 15 to File Schedules and Statements
-----------------------------------------------------------------
The Hon. Martin Glenn of the Bankruptcy Court for the Southern
District of New York entered a consent order extending until Dec.
15, 2015, the deadline by which TS Employment, Inc., must file
their schedules of assets and liabilities and statement of
financial affairs.
Based in New York, TS Employment Inc. is a professional employer
organization that provides payroll-related services. Its only
customer is publicly held Corporate Resource Services, Inc., a
diversified technology, staffing, recruiting, and consulting
services firm. TS processes payroll of up to 30,000 employees.
TS Employment sought Chapter 11 for protection (Bankr. S.D.N.Y.
Case No. 15-10243) in Manhattan on Feb. 2, 2015. Judge Martin
Glenn is assigned to the case.
The Debtor estimated at least $100 million in assets and debt.
The Debtor tapped Scott S. Markowitz, Esq., at Tarter Krinsky &
Drogin LLP, in New York, as counsel. Realization Services Inc.
serves as the Debtor's consultant.
James S. Feltman serves as Chapter 11 trustee. The Chapter 11
Trustee retains Friedman LLP as special accountant and Mesirow
Financial Consulting, LLC, as accountant to provide accounting,
forensic, and investigatory services.
US CELLULAR: Fitch Rates Sr. Unsecured Debt Offering 'BB+/RR4'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+/RR4' rating to United States
Cellular Corp.'s (USM) senior unsecured note offering due 2064.
Proceeds will be used for general corporate purposes, including the
acquisition of additional spectrum.
USM's current Issuer Default Rating (IDR) is 'BB+' with a Stable
Rating Outlook. USM's ratings consider the consolidated ratings at
its parent Telephone and Data Systems, Inc. (TDS), which also has
an IDR of 'BB+' and a Stable Outlook.
KEY RATING DRIVERS
Wireless Market Position: USM's ratings reflect the challenges
faced by the company's wireless business. USM is the fifth-largest
wireless operator in a market dominated by four national wireless
operators. This concern is mitigated by TDS' financial flexibility
arising from its healthy liquidity position and relatively low
leverage for the rating. USM's subscriber trends in core markets
improved in the second half of 2014; however, operating
profitability in 2014 was suppressed due to billing system issues
early in the year as well as higher losses on equipment driven by
strong smartphone sales. Positive, though modest, net additions
have continued in 2015 owing to much improved churn rates.
Leverage: TDS' gross leverage was 2.16x at Sept. 30, 2015,
including a portion of partnership distributions received from
noncontrolled entities (2.3x without). Partnership distributions
will be temporarily lower in 2015 and 2016 due to a one-time charge
at the Los Angeles partnership related to a capital lease for AWS-3
spectrum covering the partnership's market.
Spectrum: USM participated in the Federal Communications
Commission's (FCC) spectrum auction for AWS-3 spectrum through its
limited partnership interest in Advantage Spectrum. Advantage
Spectrum won 124 licenses with a total value of $338 million, net
of the 25% designated entity discount. USM is evaluating its
participation in the FCC's incentive spectrum auction slated for
early 2016.
Solid Financial Profile: The ratings at TDS and USM reflect the
current strong liquidity position owing to substantial cash
balances, conservative balance sheet, long-dated maturities and
unused revolving credit facility capacity of $399 million and $282
million at TDS and USM, respectively.
Noncore Assets: The sale of noncore assets has mitigated the effect
of negative FCF on USM and TDS. USM has sold wireless towers
located in the Chicago and St. Louis markets for approximately $159
million. Of this amount, the balance of approximately $142 million
was received in January 2015, following an initial amount received
in 2014. The customers in these markets had been sold to Sprint in
2013. In 2015, the company has received $145 million in cash from
spectrum exchanges. While Fitch believes TDS considers USM's 5.5%
stake in the Los Angeles partnership and its tower portfolio as
core assets, Fitch also recognizes these assets provide the company
with financial flexibility should the need arise as it pursues
growth in the cable industry.
FCF Expectations Pressured: Fitch expects TDS' consolidated free
cash flow (FCF) levels in 2015 to be negative due to the continued
high level of capital investment and low margins in the wireless
business. In 2015, Fitch expects negative FCF in the range of $250
million to $325 million, a material improvement relative to
negative FCF of $463 million in 2014. Capital spending is estimated
by TDS to approximate $825 million in 2015, up from approximately
$800 million in 2014.
KEY ASSUMPTIONS
-- Fitch assumes a low single digit decline in wireless service
ARPUs during 2015 to 2017, which is offset by moderate gross
subscriber additions and growth in equipment revenues under
equipment installment plans. Churn is expected to remain
around 1.4% to 1.5%, in line with levels seen in 2015 and
slightly below the 1.6% rate during 2H'14.
-- Wireless EBITDA margins improve to the low double digits from
the 8.7% level in 2014. Higher sales on equipment installment
sales are helping margins, as the loss on equipment sales
decreased by $196 million in the first nine months of
2015.1H'15 alone.
-- TDS Telecom demonstrates revenue growth due to cable
acquisitions and growth in Hosted and Managed Services. Fitch
expects 2015 EBITDA in the segment to decline in a 0% to 2%
range, before returning to nominal growth in the years ahead.
-- Fitch estimates leverage could increase to the 2.7x to 2.9x
range in 2016 (2.5x to 2.7x including a portion of partnership
distributions), as USM explores the opportunity to bid on
additional spectrum assets. USM's plans are not known but for
forecasting purposes, Fitch assumes USM spends a similar
amount to what they spent on the AWS-3 auction.
RATING SENSITIVITIES
Positive Trigger: Positive actions are not contemplated at this
time.
Negative Trigger: Longer-term, Fitch believes TDS' and USM's
ability to grow revenues and cash flows while competing effectively
against much larger national operators is key to maintaining their
'BB+' Issuer Default Ratings. In addition, if gross leverage
(calculated including partial credit for material wireless
partnership distributions in EBITDA) approaches 3.5x, a negative
action could be contemplated.
LIQUIDITY AND DEBT STRUCTURE
Strong Liquidity Profile: In relation to its total outstanding debt
of $2.22 billion at Sept. 30, 2015, TDS has relatively high
balances of cash, which amounted to $865 million. The ratings at
TDS and USM reflect the current strong liquidity position owing to
substantial cash balances, conservative balance sheet, available
revolving credit facility capacity and generally long-dated
maturities.
Debt Maturities: At TDS, a $400 million ($399 million of capacity)
revolving credit facility matures in December 2017, as does a $300
million ($282 million of capacity) revolving credit facility at
USM. The only material near-term maturity is the $225 million
CoBank loan, which matures in 2022. The loan was drawn in July
2015. The earliest notes at TDS are due in 2045 ($116 million) and
at USM the earliest note maturity is in 2033 ($544 million face
value).
VINCENT TORRES: High Court Urged to Rehear Failed Sanctions Bid
---------------------------------------------------------------
Caroline Simson at Bankruptcy Law360 reported that a contractor has
asked the U.S. Supreme Court to reconsider reviewing his failed
sanctions bid against a California tribe and its chairman in a
dispute over work contracts, saying a bankruptcy court's erroneous
denial of his request raises important questions on the extent of
tribal sovereign immunity.
Vincent Torres, whose petition for certiorari was denied by the
high court in October, argued in an Oct. 30 rehearing petition that
a bankruptcy court judge had wrongly refused to consider his
sanctions motion against the Santa Ynez Band.
WALTER ENERGY: Berkeley Okayed as Panel's Financial Advisor
-----------------------------------------------------------
The Hon. Tamara O. Mitchell for the U.S. Bankruptcy Court for the
Northern District of Alabama authorized the Official Committee of
Unsecured Creditors in the Chapter 1 cases of Walter Energy, Inc.,
et al., to retain Berkeley Research Group, LLC, as its financial
advisor, nunc pro tunc to Aug. 5, 2015.
BRG is expected to assist the committee with, among other things:
a) claims management process;
b) intercompany and related party transactions; and
c) contract assumption and rejection issues, well as surety
bonding issues.
According to the Creditors Committee, Houlihan Lokey and BRG will
coordinate their responsibilities to avoid duplication of
services.
The current standard hourly rates for BRG personnel who will work
on the engagement are:
Managing Directors $625 - $895
Staff $200 - $640
Support staff $120 - $200
The rates for the BRG professionals anticipated to be assigned to
the engagement are:
Edwin N. Ordway, Jr. $895
Peter Chadwick $825
Joseph Vizzini $595
Adam Chonich $475
Alex Roque $440
To the best of the Committee's knowledge, BRG is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Walter Energy
Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America. The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas. Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.
Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services, L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.
The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees. The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.
The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.
WALTER ENERGY: Blackstone Advisory Approved as Financial Advisor
----------------------------------------------------------------
The Hon. Tamara O. Mitchell of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized Walter Energy, Inc., et
al., to employ Blackstone Advisory Partners L.P. as financial
advisor and investment banker nunc pro tunc to the Petition Date.
Blackstone is expected to, among other things:
1. design an appropriate sales/auction process and run any
related auction process, as specified in any relevant bidding
procedures arrangement;
2. assist the Company in developing due diligence materials and
managing the due diligence process for interested parties; and
3. provide expert witness testimony relating to any of the
subjects encompassed by the other investment banking services.
The will pay in cash under these fee structure:
i) a monthly advisory fee equal to $200,000 per month, payable
in advance in cash, with the first monthly fee payable upon the
first monthly anniversary of the Effective Date of the engagement
letter and additional installments of such monthly fee payable in
advance on each subsequent monthly anniversary of the Effective
Date;
ii) an additional fee (the Restructuring Fee) equal to $9,500,000
payable upon the consummation of a restructuring;
iii) upon the closing of any financing arranged by the advisor,
calculated as follows: 0.5% of the total issuance size for DIP
Financing; 1.0% of the total issuance size for senior debt; 2.0% of
the total issuance size for junior debt financing; and 5.0% of the
issuance amount for equity financing raised up to
$100 million and 3.0% for amounts raised over $100 million;
provided, however, that the Advisor will credit 50% of any Capital
Raising Fee against the Restructuring Fee. Blackstone further
agrees that no Capital Raising Fee will be payable for any
financing led by any existing member of the ad hoc committee of
first lien lenders as of the date hereof. It is further understood
that if financing arranged by the Advisor is the only Restructuring
undertaken, the Advisor, in its sole discretion, may choose to be
paid either the Capital Raising Fee or the Restructuring Fee, but
not both;
iv) upon the consummation of any individual transaction, a fee
(Transaction Fee) equal to: (a) 2.0% of all Consideration up to
$50,000,000; plus (b) 1.5% of all consideration between $50,000,000
and $100,000,000; plus (c) 1.0% of all consideration between
$100,000,000 and $200,000,000; plus (d) 0.9% of all consideration
between $200,000,000 and $1,000,000,000; plus (e) 0.75% of all
Consideration between $1,000,000,000 and $2,000,000,000; plus (f)
0.5% of all consideration above $2,000,000,000; provided that; (ii)
upon the consummation of an individual Transaction in which
substantially all assets of the Company are sold, including the
Company's underground Alabama mines, the advisor will credit 100%
of the Transaction Fee against the Restructuring Fee to the extent
that both a Restructuring Fee and Transaction Fee are earned; (iii)
upon the consummation of an individual Transaction in which certain
assets of the Company are sold, but not substantially all assets of
the Company or the Company's underground Alabama mines, the Advisor
will credit 50% of any Transaction Fee against the Restructuring
Fee to the extent that both a Restructuring Fee and Transaction Fee
are earned.
v) reimbursement for all reasonable out-of-pocket expenses
incurred during the engagement.
To the best of the Debtors' knowledge, Blackstone is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Walter Energy
Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America. The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas. Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.
Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services, L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.
The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees. The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.
The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.
WALTER ENERGY: Christian & Small Approved as Panel's Local Counsel
------------------------------------------------------------------
The Hon. Tamara O. Mitchell of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized the Official Committee of
Unsecured Creditors appointed in the Chapter 11 cases of Walter
Energy to retain Christian & Small LLP as its local counsel.
Christian & Small is expected to, among other things:
a. assist, advise and represent the Committee in its
participation in the negotiation, formulation and drafting of a
plan of liquidation or reorganization;
b. advise the Committee on the issues concerning the appointment
of a trustee or examiner under Section 1104; and
c. assist, advise and represent the Committee in understanding
its powers and its duties under the Bankruptcy Code and the
Bankruptcy Rules and in performing other services as are in the
interests of those represented by the Committee.
Bill D. Bensinger, a partner at Christian & Small, filed a
supplemental declaration stating that the hourly rates for the
firm's personnel are:
Partners $375 - $450
Associates $300 - $375
Paralegals $125 - $150
The matter will be handled primarily by Bill D. Bensinger whose
current hourly rate is $450 and Daniel D. Sparks whose current
hourly rate is $450. Christian & Small also will seek
reimbursement of all out-of-pocket disbursements.
Mr. Bensinger assured the Court that Christian & Small is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Walter Energy
Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America. The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas. Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.
Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services, L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.
The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees. The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.
The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.
WALTER ENERGY: Committee Taps Morrison & Foerster as Lead Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Walter Energy, Inc., et al., asks the U.S. Bankruptcy
Court for the Northern District of Alabama for permission to retain
Morrison & Foerster LLP, as its lead counsel nunc pro tunc to Aug.
5, 2015.
The firm will, among other things:
a) advise the Committee in connection with its powers and duties
under the Bankruptcy Code, the Bankruptcy Rules and the Local
Rules;
b) assist and advise the Committee in its consultation with the
Debtors regarding the administration of the cases; and
c) attend meetings and negotiate with the representatives of the
Debtors and other parties-in-interest.
The hourly rates of Morrison & Foerster are:
Partners and Senior Counsel $785 - $1,275
Of Counsel $620 - $995
Associates $405 - $785
Paraprofessionals $200 - $400
The primary attorneys and legal staff who are likely to
perform significant services in the cases and their hourly rates
are:
Name/Position Hourly Rate
------------- -----------
Thomas A. Humphreys, Tax Partner $1,275
Brett H. Miller, Bankruptcy Partner $1,075
Lorenzo Marinuzzi, Bankruptcy Partner $1,025
J. Alexander Lawrence, Litigation Partner $950
Jennifer L. Marines, Bankruptcy Partner $825
Erica J. Richards, Bankruptcy Associate $760
Samantha Martin, Bankruptcy Associate $760
James A. Newton, Bankruptcy Associate $680
John T. Weber, Bankruptcy Associate $570
Laura Guido, Paraprofessional $320
To the best of the Committee's knowledge, Morrison & Foerster is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Walter Energy
Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America. The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas. Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.
Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services, L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.
The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees. The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.
The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.
WALTER ENERGY: Jenner & Block Okayed as Retiree Committee Counsel
-----------------------------------------------------------------
The Hon. Tamara O. Mitchell of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized the Committee of Retired
Employees in the Chapter 11 cases of Walter Engergy, Inc., et al.,
to retain Jenner & Block LLP as counsel nunc pro tunc to Sept. 3,
2015.
Jenner & Block is expected to, among other things:
-- negotiate with the Debtor concerning any proposed
modification of the retirees' benefits in general;
-- advise the Retiree Committee of its powers and duties;
-- prosecute and defend litigation matters and such other
matters concerning any proposed modification of the retirees'
benefits that might arise.
Catherine Steege, partner of the firm, filed a declaration in
support of the application stating that she will be one of primary
attorneys anticipated to work on the engagement. Other attorneys
are Charles Sklasky, Melissa Root and Landon Raiford.
The Retiree Committee agreed to pay the firm's compensation and
out-of-pocket expenses. The hourly rates of the personnel assigned
to the engagement are:
Partners $635 - $1,200
Associates $380 - $695
Staff Attorneys $295 - $380
Paralegals $285 - $355
Project Assistants $195 - $205
Ms. Steege, partner $950
Mr. Sklarsky, partner $1,050
Melissa Root, partner $680
Mr. Raiford, associate $630
Ms. Steege assures the Court that the firm has no interest adverse
to the estate.
About Walter Energy
Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America. The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas. Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.
Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services, L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.
The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees. The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.
The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.
WALTER ENERGY: Keightly Ashner as Special Pension Benefits Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
authorized Walter Energy, Inc., et al., to employ Keightley &
Ashner as special pension benefits counsel nunc pro tunc to Sept.
9, 2015.
K&A will support the Debtors' general bankruptcy counsel in
addressing the Pension Matters maintained by the Debtors and
covered by the plan termination insurance program of the Pension
Benefit Guaranty Corporation. The Pension Matters involve various
complex issues that may have a significant impact on the cases.
Pursuant to the Restructuring Support Agreement, the Debtors have
agreed to engage in negotiations with the PBGC regarding the terms
of an agreement pursuant to which the Debtors' PBGC-Insured Pension
Plans will be terminated, or to otherwise file a motion with the
Bankruptcy Court seeking to terminate such plans.
The Debtors have retained Paul, Weiss, Rifkind, Wharton & Garrison
and Bradley Arant Boult Cummings LLP as the Debtors' counsel,
Maynard Cooper & Gale, P.C. as its special litigation and corporate
counsel, and Ogletree, Deakins, Nash, Smoak & Stewart, P.C. as its
special labor-relations counsel. K&A will work closely with Paul
Weiss, BABC, Maynard Cooper, Ogletree Deakins, and, if necessary
and appropriate, any or all of the Debtors' other retained
professionals, to clearly delineate each professional's respective
duties and to prevent unnecessary duplication of services.
Harold J. Ashner, in a declaration, stated that the standard hourly
billing rates of K&A are from $660 and $910 for its attorneys and
other professionals and $250 for paralegals and law clerks.
To the best of the Debtors' knowledge, K&A is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Walter Energy
Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America. The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas. Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.
Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services, L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.
The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees. The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.
The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.
WALTER ENERGY: Retirees Can Tap Segal as Actuarial Consultant
-------------------------------------------------------------
The Hon. Tamara O. Mitchell of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized the Committee of Retired
Employees in the Chapter 11 case of Walter Energy, Inc., et al., to
retain The Segal Company (Eastern States), Inc., as actuarial
consultant nunc pro tunc to Sept. 14, 2015.
Segal is expected to,among other things:
a. advise and assist the Retiree Committee in its actuarial
analysis of benefit plans;
b. assist the Retiree Committee's financial advisors in
projecting the cash flow of Debtors' costs related to benefit
plans; and
c. provide education regarding benefits to the Retiree
Committee.
Segal will seek compensation for fees and reimbursement of
necessary and reasonable out-of-pocket expenses.
To the best of Retiree Committee, Segal does not hold or represent
any interest materially adverse to the Retiree Committee with
respect to matters for which Segal is to be retained.
The Debtors had objected, on a limited basis, to the Retiree
Committee's motion to the extent the Official Committee of
Unsecured Creditors and the Committee of Retired Employees purport
to impose indemnity obligations on the Debtors.
According to the Debtors, requiring them to indemnify the
Committees' professionals is not a reasonable term and condition of
employment under Section 328 of Bankruptcy Code.
About Walter Energy
Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America. The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas. Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.
Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services, L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.
The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees. The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.
The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.
[*] David Meyer Joins Vinson & Elkin's Restructuring Practice in NY
-------------------------------------------------------------------
Vinson & Elkins has bolstered its nationally renowned Restructuring
& Reorganization practice group with the addition of partner David
Meyer, who advises clients in all aspects of complex corporate
restructurings.
Mr. Meyer, who joins the firm from Kirkland & Ellis, will reside in
V&E's New York office.
"David is a very talented partner who will enhance our capabilities
to assist clients in their restructuring efforts," said V&E
Chairman Mark Kelly. "His passion for exceptional client service,
and his experience in the bankruptcy courts, will be a great asset
and we are excited to have him join us."
Mr. Meyer's expansive restructuring experience includes
representing debtors, creditors, equity holders and investors in
Chapter 11 cases, out-of-court restructurings and special situation
investments and acquisitions.
"Vinson & Elkins offered a unique platform for me to leverage the
firm's stellar reputation in the energy industry and beyond with my
restructuring experience and create excellent opportunities to
foster new client relationships and further develop my existing
practice," Mr. Meyer said.
Mr. Meyer has advised clients in a wide array of industries,
including the aerospace, energy, health care, telecommunications,
media, real estate, hospitality, gaming, food and beverage,
publishing and manufacturing sectors. He regularly advises
regarding fiduciary duties, restructuring strategies and
considerations, Chapter 11 reorganization, negotiating and
structuring financings and other commercial transactions.
Some of Mr. Meyer's recent matters include representing restaurant
chain Sbarro in connection with its prepackaged Chapter 11 cases;
the Houston Astros in connection with the involuntary Chapter 11
case commenced against the Houston Regional Sports Network; and
Patriot Coal Corporation in connection with its Chapter 11 cases.
"We have worked closely with David over the past few years, both as
co-counsel and across the table, and he has consistently impressed
us with his practice skills and professionalism," said
Bill Wallander, head of V&E's Restructuring & Reorganization
practice. "David's emphasis on debtor and complex financing work
is a great fit for our growing restructuring practice."
V&E's Restructuring & Reorganization practice represents Fortune
100 and 500 companies, major foreign companies and financial
institutions. The practice group is recognized by Chambers USA2015
among the nation's leading Bankruptcy/Restructuring practices "as a
key player in nationwide and international restructuring
proceedings, regularly acting for distressed companies, secured
lenders and trustees in Chapter 11 cases."
Vinson & Elkins LLP is an international law firm with approximately
650 lawyers across 15 offices worldwide.
[*] Hilco Streambank to Market HauteCouture.com Domain Name
-----------------------------------------------------------
Hilco Streambank has been retained to market and sell the
HauteCouture.com domain name. The domain name is an asset of a
chapter 7 bankruptcy estate administered by Jil Mazer Marino, as
the Chapter 7 trustee. Hilco Streambank expects to sell the domain
in an online auction on HilcoDomains.com in early December. In the
meantime, Hilco Streambank is soliciting offers.
"Haute Couture is a phrase that is universally synonymous with
high-end and high-quality fashion and design" said Jack Hazan, EVP
of Hilco Streambank. "Virtually every high end fashion house uses
the 'Haute Couture' phrase in their marketing and advertising.
This domain is clearly a high traffic-driver and we expect interest
to be strong."
About Hilco Streambank
Hilco Streambank -- http://www.hilcostreambank.com-- is a market
advisory firm specializing in intellectual property disposition and
valuation. Over the last three years Hilco Streambank has become a
leader in the IP valuation and disposition market, representing
brands across various industries. Having completed numerous
transactions including sales in publicly reported
Chapter 11 bankruptcy cases, private transactions, and online sales
through HilcoDomains.com and IPv4Auctions.com, Hilco Streambank has
established itself as the premier intermediary in the consumer
brand, internet and telecom communities. Hilco Streambank is part
of Northbrook, Illinois based Hilco Global --
http://www.hilcoglobal.com-- a worldwide financial services
company and leader in helping companies maximize the value of their
assets.
[*] Juan Mendoza Joins Forshey Prostok's Bankruptcy Practice
------------------------------------------------------------
Forshey Prostok LLP, a Fort Worth-based bankruptcy law boutique, on
Nov. 16 disclosed that it has hired Juan Mendoza as an associate
with the firm. Mr. Mendoza's practice will focus on bankruptcy,
business reorganizations and commercial litigation.
Prior to joining Forshey Prostok, Mendoza served as a law clerk to
the Honorable Robert L. Jones, United States Bankruptcy Judge for
the Northern District of Texas, based in Lubbock. During law
school, he interned for Judge Margaret Murphy, United States
Bankruptcy Judge for the Northern District of Georgia, as well as
Judge Laurel Isicoff, United States Bankruptcy Judge for the
Southern District of Florida. His experience also includes a
summer associate position with the Atlanta offices of Hunton &
Williams LLP.
"Juan's experience working in the bankruptcy courts so early in his
career gives him a solid foundation for becoming a recognized
leader in bankruptcy law," said Jeff Prostok, a founding partner at
Forshey Prostok. "He brings significant value to our team," he
added.
Mr. Mendoza earned his JD from Emory University School of Law in
Atlanta where he served as executive managing editor of the Emory
Bankruptcy Developments Journal. He also holds a bachelor of
science in economics and finance from Arizona State University in
Tempe, Ariz., and is licensed to practice law in Florida and
Georgia. His admission to the Texas Bar is pending.
About Forshey Prostok LLP
Forshey Prostok -- http://www.forsheyprostok.com-- has extensive
experience in all areas of bankruptcy law. The firm's scope of
recent and ongoing representation includes business
reorganizations, enforcement of creditor's rights, leading
commercial and bankruptcy-related litigation, overseeing creditors'
committees, directing workouts and closing bankruptcy acquisitions.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2015. All rights reserved. ISSN: 1520-9474.
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*** End of Transmission ***