/raid1/www/Hosts/bankrupt/TCR_Public/151204.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, December 4, 2015, Vol. 19, No. 338
Headlines
800 BOURBON STREET: Court Issues Sale Proceeds Allocation Ruling
AGRI-FINE INC: Case Summary & 20 Largest Unsecured Creditors
ALVION PROPERTIES: Seeks $6.02-Mil. Sale of Scott County Property
ANA MARIE SANDERS: Recusal Motion Denied
ARAMID ENTERTAINMENT: Taps Houlihan Capital as Valuation Provider
ASSOCIATED WHOLESALERS: Has Until April 1 to Remove Actions
AXION INTERNATIONAL: Case Summary & 30 Largest Unsecured Creditors
AXION INTERNATIONAL: In Chapter 11 to Sell to Kronstadt for $3.2M
BACK TO BASICS: Case Summary & 20 Largest Unsecured Creditors
BERNARD L. MADOFF: Masons Want Suit Against Meridian Revived
BILTMORE INVESTMENTS: Leave Not Required to Appeal Orders
BLACKAMG: Dismissal of Chapter 11 Petition Affirmed
BON-TON STORES: Moody's Cuts Corporate Family Rating to 'Caa1'
BREVARD COLLEGE: Fitch Affirms BB- Rating on Series 2007 Rev. Bonds
CAESARS ENTERTAINMENT: Says Judge Was Too Strict on Suits Ruling
CENTRAL GARDEN: Moody's Says Pet Bedding Deal is Credit Pos.
CHURCHILL DOWNS: Moody's Rates New $250MM Sr. Unsecured Notes B1
CHURCHILL DOWNS: S&P Affirms BB Rating Over Plans to Upsize Notes
CLARENDON HOSPITAL: S&P Affirms B Rating on Serie 2011A GO Bonds
COLT DEFENSE: Seeks to Modify Retiree Benefits as Talks Continue
DEWEY & LEBOEUF: Retrial Soon on Conning Lenders and Investors
EASTMOND & SONS: Files Schedules of Assets an Liabilities
ENERGY FUTURE: Bankruptcy Court Confirms Reorganization Plan
ENERGY FUTURE: Judge to Rule on Ch. 11 Plan Confirmation Today
ENOR CORPORATION: Case Summary & 20 Largest Unsecured Creditors
FILMED ENTERTAINMENT: Committee Wants Ch. 11 Case Converted
FILMED ENTERTAINMENT: Committee, Oracle Objects to Sale
FILMED ENTERTAINMENT: Judge Sees Sale as Shield from Litigation
FILMED ENTERTAINMENT: Owners Accused of Using Biz as 'Piggy Bank'
HARSCO CORP: Fitch Maintains 'BB+' IDR, on CreditWatch Negative
HAVERHILL CHEMICALS: Fifth Amended Budget Now Final Budget
HOVENSA LLC: Refinery Assets Terms Sale to be Unveiled at Briefing
INSTITUTIONAL MORTGAGE 2013-4: DBRS Confirms B Rating on Cl G Debt
ISTAR INCORPORATED: Moody's Affirms 'B2' Senior Unsecured Rating
JEFFERSON COUNTY PBA: S&P Hikes Rating on Revenue Warrants to CCC
JW RESOURCES: Claims Bar Date Set for December 21
LEHMAN BROTHERS: Moore Capital Slams Withdrawal Move in $20M Suit
LIFECARE HOLDINGS: IRS Won't Challenge Loss Over $24M Tax Bill
LLS AMERICA: Court Orders $25K Judgment Against Connie Konsulis
MARION ENERGY: Case Dismissed for Lack of Activity
OFFSHORE GROUP: Case Summary & 30 Largest Unsecured Creditors
OFFSHORE GROUP: Files for Chapter 11 with Prepackaged Plan
OFFSHORE GROUP: Statement on Bankruptcy Filing
PASTA BAR BY SCOTTO: 750 Food LLC Wins Ch. 11 Dismissal Bid
PERIODONTAL CARE: Voluntary Chapter 11 Case Summary
PERMIAN HOLDINGS: S&P Cuts Rating to CCC+ on Weaked Fin'l Measures
QUIKSILVER INC: Deloitte & Touche Approved as Independent Auditor
QUIKSILVER INC: Incentive Pay Approved for 17 Key Employees
QUIKSILVER INC: US Trustee Balks at Employee Bonus Plans
RADIOSHACK CORP: Gift Card Holders Can Recover Unused Balance
REVEL AC: Owner Inks $45M Settlement to End Casino Utility Feud
SALADWORKS LLC: Debtor's Liquidating Plan Declared Effective
SAMSON RESOURCES: Unsecured Creditors Balk at Skadden Arps Hiring
SIGNAL INTERNATIONAL: Has Until Feb. 5, 2016 to Decide on Leases
SILICON GENESIS: Has Plan to Pay Off Creditors in 3 Years
SILICON GENESIS: Secured Lender Agrees to Mediation
ST. MICHAEL'S: Has Until Feb. 6 to Remove Actions
ST. MICHAEL'S: Needs Until March 7 to Decide on Leases
ST. MICHAEL'S: Seeks Extension of Service Deal with CCN America
STEWART ENVIRONMENTAL: Voluntary Chapter 11 Case Summary
SUNGARD DATA: S&P Raises Corp. Credit Rating From 'B+'
SWIFT ENERGY: S&P Lowers CCR to 'D' on Missed Interest Payment
TAEUS CORPORATION: Case Summary & 20 Largest Unsecured Creditors
TAMARA MELLON BRAND: Case Summary & 20 Top Unsecured Creditors
TESORO CORP: Moody's Affirms 'Ba1' Corporate Family Rating
TMS INT'L: Moody's Cuts Corporate Family Rating to B2, Outlook Neg
TRIPLANET PARTNERS: Sale-Based Plan Confirmed
VARSITY BRANDS: $125MM Add-on Loan No Impact on Moody's B2 CFR
VARSITY BRANDS: S&P Affirms 'B' CCR on Debt Add-on
WALTER ENERGY: Several Parties Balk at Key Employee Retention Plan
WILSON COUNTY HOSPITAL: S&P Hikes Rating on 2003 GO Bonds From 'BB'
[*] Phillip Wang Joins Rimon's Bankruptcy and Creditors Practice
[^] BOOK REVIEW: The Rise and Fall of the Conglomerate Kings
*********
800 BOURBON STREET: Court Issues Sale Proceeds Allocation Ruling
----------------------------------------------------------------
Judge Elizabeth W. Magner of the United States Bankruptcy Court for
the Eastern District of Louisiana ruled on the Motion to Determine
Allocation of Purchase Price of Real Estate Assets filed by the
debtors 800 Bourbon Street, LLC, and Louisiana Interests, Inc.
d/b/a Oz.
800 Bourbon and Oz previously filed a Joint Disclosure Statement
and Plan of Reorganization, which proposed a package sale of
substantially all of 800 Bourbon and Oz's assets. On June 17,
2015, the bankruptcy court approved the Disclosure Statement for
the Second Amended Joint Plan of Reorganization. The court also
granted 800 Bourbon and Oz's Motion for Sale of Property Free and
Clear of Liens which provided procedures for the auction. The
auction took place on July 22, 2015 and the prevailing bid of
$8,175,000.00 purchased the package of assets from both estates.
800 Bourbon and Oz filed the Allocation Motion requesting
allocation of the sale proceeds between the two estates, as
follows:
-- $3,475,000.00 to 800 Bourbon
-- $4,700,000.00 to Oz
First Bank and Trust and Bay Bridge Building Limited Company, LLC,
objected to the proposed allocation because it differs from the
formula the debtors proposed in their Disclosure Statement.
The Debtors argued that Bay Bridge was judicially estopped from
objecting to their proposed allocation because it did not reserve
the right to object to allocation at confirmation.
Judge Magner held that Bay Bridge is not precluded from objecting
to the Debtors' proposed allocation. The judge noted that Bay
Bridge was not objecting to the terms of the confirmation order but
seeking its reinforcement.
Judge Magner also held that 800 Bourbon and Oz are both judicially
and equitably estopped from proposing a different allocation than
represented in the Disclosure Statement. The judge found that
nothing in the Disclosure Statement or Plan indicates that the
Debtors might propose a different allocation. Judge Magner also
found that the court, FBT and Bay Bridge had justifiably relied on
the Disclosure Statement.
Thus, Judge Magner decided to apply the methodology contained in
the Disclosure Statement, and allocated the sales price as
follows:
-- $6,195,832.00 (75.79%) to 800 Bourbon
-- $1,979,168.00 (24.21%) to Oz
The case IN RE: 800 BOURBON STREET, LLC SECTION A, CHAPTER 11,
DEBTOR. IN RE: LOUISIANA INTERESTS, INC. SECTION A, CHAPTER 11,
DEBTOR, CASE NOS. 14-12770, 14-12772 (Bankr. E.D. La.).
A full-text copy of Judge Wagner's November 20, 2015 reasons for
decision is available at http://is.gd/p5CUNRfrom Leagle.com.
Louisiana Interests, Inc. is represented by:
Joseph Patrick Briggett, Esq.
Christopher T. Caplinger, Esq.
Stewart F. Peck, Esq.
Erin Rosenberg, Esq.
LUGENBUHL WHEATON PECK RANKIN & HUBBARD
601 Poydras St., Suite 2775
New Orleans, LA 70130
Email: jbrigget@lawla.com
ccaplinger@lawla.com
speck@lawla.com
erosenberg@lawla.com
Scott R. Bickford is represented by:
Scott R. Bickford, Esq.
MARTZELL & BICKFORD
338 Lafayette St
New Orleans, LA 70130
Tel: (504) 581-9065
Fax: (504) 581-7635
-- and --
Warren Horn, Esq.
Tristan E. Manthey, Esq.
HELLER, DRAPER, PATRICK, HORN & DABNEY
650 Poydras Street, Suite 2500
New Orleans, LA 70130
Tel: (504) 299-3300
Fax: (504) 299-3399
Email: whorn@hellerdraper.com
tmanthey@hellerdraper.com
Office of the U.S. Trustee is represented by:
Robert C. Gravolet, Esq.
OFFICE OF THE UNITED STATES TRUSTEE
400 Poydras Street Suite 2110
New Orleans, LA 70130
Tel: (504) 589-4018
Fax: (504) 589-4096
800 Bourbon Street, LLC (Case No. 14-12770) and Louisiana
Interests, Inc., d/b/a Oz (Case No. 14-12772) sought protection
under Chapter 11 of the Bankruptcy Code on October 15, 2014, with
the U.S. Bankruptcy Court for the Eastern District of Louisiana
(New Orleans).
AGRI-FINE INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Agri-Fine, Inc.
dba Agri-Fine Corporation
dba Agri-Fine Corp
PO Box 17569
Chicago, IL 60617
Case No.: 15-41000
Chapter 11 Petition Date: December 2, 2015
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Timothy A. Barnes
Debtor's Counsel: Michael A Brandess, Esq.
SUGAR, FELSENTHAL, GRAIS & HAMMER LLP
30 N. LaSalle St., Ste. 3000
Chicago, IL 60602
Tel: (312) 704-9400
Fax: (312) 372-7951
Email: mbrandess@SugarFGH.com
- and -
Jonathan P Friedland, Esq.
SUGAR FELSENTHAL GRAIS & HAMMER LLP
30 North LaSalle Street, Suite 3000
Chicago, IL 60602
Tel: 312-704-9400
Fax: 312-372-7951
Email: jfriedland@sugarfgh.com
- and -
Mark Melickian, Esq.
SUGAR FELSENTHAL GRAIS & HAMMER LLP
3000 N. LaSalle St., Ste. 3000
Chicago, IL 60602
Tel: 312-704-9400
Fax: 312-372-7951
Email: mmelickian@SugarFGH.com
- and -
John R O'Connor, Esq.
SUGAR FELSENTHAL GRAIS & HAMMER LLP
30 N. LaSalle Street, Suite 3000
Chicago, IL 60602
Tel: 312.704.2178
Fax: 312.372.7951
Email: joconnor@SugarFGH.com
- and -
Elizabeth B Vandesteeg, Esq.
SUGAR FELSENTHAL GRAIS & HAMMER LLP
30 N LaSalle Street, Suite 3000
Chicago, IL 60602
Tel: 312-704-9400
Fax: 312-372-7951
Email: evandesteeg@sugarfgh.com
Debtor's KCP
Financial
Advisor:
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Eriksen Hoelzeman, secretary.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb15-41000.pdf
ALVION PROPERTIES: Seeks $6.02-Mil. Sale of Scott County Property
-----------------------------------------------------------------
Alvion Properties, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Illinois to authorize the sale of real
property and mineral interest in Scott County, Virginia, to Alvion
Properties II, LLC, or to a "qualified bidder" with a higher and
better offer, free and clear of any liens, claims, encumbrances and
interests.
The Debtor expects to realize approximately $6,021,720 from the
sale. The Debtor contends that the proposed transaction will
generate significant value for the bankruptcy estate to pay all its
creditors in full with a surplus remaining and is in the best
interests of creditors, parties in interest and the bankruptcy
estate.
The Debtor tells the Court that it would convey approximately 1,228
acres and the mineral rights thereto into an LLC ("PropCo") in
exchange for 99% of the units of PropCo. The Debtor further tells
the Court that PropCo will be named Alvion Properties II, LLC, a
Georgia limited liability company. The Debtor relates that Webb
Creek Investments, LLC ("WCI") will contribute cash in an amount
equivalent to 1% of the agreed-upon value of the Debtor's aggregate
capital contribution to PropCo. The Debtor further relates that
WCI would serve as the manager of PropCo and would act according to
rights and obligations set forth in PropCo's operating agreement
and a separate management agreement that would be entered into by
and among WCI and the Debtor. The Debtor contends that WCI would
create a second LLC ("InvestCo") that would be capitalized by the
ultimate investor, Argos Investments, in the amount of
approximately $9,400,000 in cash in exchange for 99% of the units
of InvestCo. The Debtors further contend that InvestCo will issue
one unit to WCI for purposes of complying with available securities
registration exemptions with respect to InvestCo. The Debtors tell
the Court that PropCo and the Debtor will enter into a Membership
Unit Purchase Agreement ("MUPA") with InvestCo, under which
InvestCo will agree to purchase 98 of the 99 PropCo units belonging
to the Debtor for $6,021,720. The Debtors further tell the Court
that the closing of the MUPA will take place on or before Dec. 21,
2015, unless extended by the parties, but no later than Dec. 31,
2015.
The Debtor's motion is scheduled for hearing on Dec. 15, 2015 at
9:00 a.m.
Alvion Properties is represented by:
Douglas A. Antonik, Esq.
ANTONIK LAW OFFICES
3405 Broadway
P.O. Box 594
Mt. Vernon, IL 62864
Telephone: (618)244-5739
Facsimile: (618)244-9633
E-mail: antoniklaw@charter.net
About Alvion Properties
Alvion Properties, Inc., is a Virginia corporation formed in 1995
with the placement of real property and mineral rights it owns
today. Alvion owns 1,295 acres of undeveloped land, with
significant coal reserves along with timber and building stone, in
Scott County, Virginia. Alvion also owns an additional 3,219
acres
of mineral rights in property north of its fee simple ownership.
The current stockholders are Harold M. (Jack) Reynolds and Shirley
Medley. Mr. Reynolds owns several entities involved in the coal
business. Shirley and her family also owned coal mines from 1970
to 2010.
Alvion Properties filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Ill. Case No. 15-40462) on May 14, 2015. Karnes Medley, the
president, signed the petition.
The Debtor disclosed total assets of $1 billion and total debts of
$2.7 million in its petition.
Antonik Law Offices serves as the Debtor's counsel.
The meeting of creditors was held on June 17, 2015.
The U.S. trustee overseeing the Chapter 11 case of Alvion
Properties Inc. appointed four creditors to serve on the official
committee of unsecured creditors.
ANA MARIE SANDERS: Recusal Motion Denied
----------------------------------------
Judge John K. Olson of the United States Bankruptcy Court for the
Southern District of Florida, Fort Lauderdale Division, denied the
Recusal Motion filed on January 29, 2015 by Debtor Anna Marie
Sanders and her counsel, Tina M. Talarchyk, for being untimely.
The Recusal Motion asserts that the Court should recuse because
Talarchyk has been involved as counsel in litigation in which the
Court's husband, G. Steven Fender, was counsel to an opposing
party. Talarchyk asserts that the Court is hostile to Talarchyk as
a potential competitor to Mr. Fender. The Recusal Motion asserts
that the Court demonstrated an "angry attitude" toward Talarchyk at
a hearing held on June 5, 2014, and that the Fee Order constituted
"payback" or "retaliation" for interactions between her husband and
Talarchyk in that other case, all of which allegedly occurred
between April and August 2014.
The case is In re: ANNA MARIE SANDERS, Chapter 11 Debtor, CASE NO.
13-11065-JKO (Bankr. S.D. Fla.).
A full-text copy of the Order dated November 18, 2015 is available
at http://is.gd/Ko8N8Wfrom Leagle.com.
Anna Maria Sanders, Debtor, is represented by:
Douglas C. Broeker, Esq.
LAW OFFICES OF SWEETAPPLE BROEKER & VARKAS
20 SE 3rd Street
Boca Raton, FL 33432
Phone: 561-392-1230
Fax: 561-394-6102
-- and --
Tina M. Talarchyk Esq.
THE TALARCHYK FIRM
The Worth Avenue Building
205 Worth Avenue, Suite 320
Palm Beach, Florida 33480
Phone: +1.561.899.3333
Fax: +1.561.899.3379
Email: tmt@palmbeachbk11.com
Office of the US Trustee, U.S. Trustee, represented by Zana
Michelle Scarlett, Office of the US Trustee.
Anna Sanders filed a Chapter 11 bankruptcy petition (Bankr.
S.D.Fla. Case No. 13-11065) on January 17, 2013. In the petition,
the Debtor listed $4.5 million in debt and $1.5 million in assets.
Subsequently, the Debtor's Plan went nowhere, the assets were sold,
and the case was dismissed.
ARAMID ENTERTAINMENT: Taps Houlihan Capital as Valuation Provider
-----------------------------------------------------------------
Aramid Entertainment Fund Limited, et al., seek authorization from
the Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York to employ Houlihan Capital Advisors LLC to
provide valuation services, nunc pro tunc to November 6, 2015.
The Debtors seek to retain Houlihan Capital to provide valuation
services with respect to the Debtors' portfolio of loans relating
to the development or distribution of motion pictures or other
investments in the motion pictures industry, for purposes of the
Debtors' filing of a disclosure statement to accompany a Chapter 11
plan.
Houlihan Capital will be paid at these hourly rates:
Partners $600
Managing Directors $500
Senior Vice Presidents $400
Vice Presidents $350
Senior Associates $250
Associates $200
In accordance with its billing practices in both bankruptcy and
non-bankruptcy matters, Houlihan Capital will provide initial
valuation services for a flat fee of $40,000.
Houlihan Capital will also be reimbursed for reasonable
out-of-pocket expenses incurred.
William Butrym, CEO at Houlihan Capital, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
Houlihan Capital can be reached at:
William Butrym
HOULIHAN CAPITAL ADVISORS LLC
250 Park Avenue, 7th Floor
New York, NY 10177
Tel: (212) 572-6431
About Aramid Entertainment
Aramid Entertainment Fund Limited has been engaged in the
businesses of providing short and medium term liquidity to
producers and distributors of film, television and other media and
entertainment content by way of loans and equity investments.
On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic
Partners (Cayman) Limited were appointed under Cayman law as the
joint voluntary liquidators ("JVLs") of AEF and two affiliates.
On June 13, 2014, the JVLs authorized AEF and two affiliates to
file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead
Case No. 14-11802) in Manhattan on June 13, 2014.
AEF estimated at least $100 million in assets and between
$10 million to $50 million in liabilities.
The Debtors obtained Bankruptcy Court approval of the retention of
(i) Reed Smith LLP as bankruptcy counsel; (ii) Geoffrey Varga and
Jess Shakespeare as Crisis Managers; (iii) Irell & Manella LLP as
special litigation counsel; (iv) Maples and Calder as special
Cayman law counsel; and (v) PKF O'Connor Davies LLP as financial
advisors. The Debtors have filed an application to retain Houlihan
Capital Advisors LLC to provide valuation services.
The Court set Nov. 10, 2014 as the general bar date for all
claims.
* * *
The Debtors requested multiple extensions of their exclusive filing
and solicitation periods. By an order dated Oct. 22, 2015, the
Bankruptcy Court extended the Debtors' exclusive period to file a
chapter 11 plan to Dec. 13, 2015, and the Debtors' exclusive period
to solicit acceptances thereof until Feb. 13, 2016.
ASSOCIATED WHOLESALERS: Has Until April 1 to Remove Actions
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended ADI
Liquidation, Inc., formerly known as AWI Delaware, Inc., et al.'s
time period until April 1, 2016, to remove actions, pursuant to 28
U.S.C. Section 1452(a), and Bankruptcy Rules 9006(b) and 9027.
Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. serviced 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products. AWI, with distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, served the
mid-Atlantic United States. AWI is owned by its 500 retail
members, who in turn operate supermarkets. AWI had 1,459
employees.
White Rose Inc. is a food wholesaler and distributor serving the
greater New York metropolitan area. The company traces its
origins
to 1886, when brothers Joseph and Sigel Seeman founded Seeman
Brothers & Doremus to provide grocery deliveries throughout New
York City. White Rose carries out its operations through three
leased warehouse and distribution centers, two of which are
located
in Carteret, New Jersey, and one in Woodbridge, New Jersey. White
Rose has 777 employees.
Associated Wholesalers and its affiliates sought Chapter 11
bankruptcy protection on Sept. 9, 2014, to sell their assets under
11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and
better offers. The Debtors were granted joint administration of
their Chapter 11 cases for procedural purposes, under the lead
case
of AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092.
As of the Petition Date, the Debtors owed the Bank Group
(consisting of lenders, Bank of America, N.A., Bank of American
Securities LLC as sole lead arranger and joint book runner, Wells
Fargo Capital Finance, LLC as joint book runner and syndication
agent, and RBS Capita, as documentation agent) an aggregate
principal amount of not less than $131,857,966 (inclusive of
outstanding letters of credit), plus accrued interest. The
Debtors
estimate trade debt of $72 million. AWI Delaware disclosed
$11,440
in assets and $125,112,386 in liabilities as of the Chapter 11
filing.
Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal
advisors
to the Debtors, Lazard Middle Market is serving as financial
advisor, and Carl Marks Advisors is serving as restructuring
advisor to AWI. Carl Marks' Douglas A. Booth has been tapped as
chief restructuring officer. Epiq Systems serves as the claims
agent.
The Official Committee of Unsecured Creditors is represented by
David B. Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper
Hamilton, LLP, in Wilmington, Delaware; and Mark T. Power, Esq.,
and Christopher J. Hunker, Esq., at Hahn & Hessen LLP, in New
York.
The Committee also has retained Capstone Advisory Group, LLC,
together with its wholly-owned subsidiary Capstone Valuation
Services, LLC, as its financial advisors.
The Troubled Company Reporter, on Nov. 5, 2014, reported that the
Bankruptcy Court authorized Associated Wholesalers to sell
substantially all of its assets, including their White Rose
grocery
distribution business, to C&S Wholesale Grocers, Inc. The C&S
purchase price consists of the lesser of the amount of the bank
debt, which totals about $18.1 million and $152 million, plus
other
liabilities, which amount is valued at $194 million. C&S,
according to Bill Rochelle and Sherri Toub, bankruptcy columnists
for Bloomberg News, ended up paying $86.5 million more cash to be
anointed as the winner at the auction.
Associated Wholesalers, which changed its name to AWI Delaware,
Inc., prior to the approval of the sale. AWI Delaware notified
the
Bankruptcy Court on Nov. 12, 2014, that closing occurred in
connection with the sale of their assets to C&S. AWI Delaware
then
changed its name to ADI Liquidation, Inc., following the closing
of
the sale.
AXION INTERNATIONAL: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Axion International, Inc. 15-12415
4005 All American Way
Zanesville, OH 43701
Axion International Holdings, Inc. 15-12416
Axion Recycled Plastics Incorporated 15-12417
Type of Business: Manufacturer, marketer and seller of structural
products and building materials, with an
emphasis on railroad ties and construction mats.
Chapter 11 Petition Date: December 2, 2015
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Christopher S. Sontchi
Debtors' Counsel: Justin R. Alberto, Esq.
BAYARD, P.A.
222 Delaware Avenue, Suite 900
P.O. Box 25130
Wilmington, DE 19899
Tel: 302-429-4226
Fax: 302-658-6395
Email: jalberto@bayardlaw.com
- and -
Scott D. Cousins, Esq.
BAYARD, P.A.
222 Delaware Avenue, Suite 900
Wilmington, DE 19801
Tel: 302-655-5000
Fax: 302-658-6395
Email: scousins@bayardlaw.com
Debtors' EPIQ BANKRUPTCY SOLUTIONS, LLC
Claims and
Noticing Agent:
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Donald W. Fallon, chief financial
officer and treasurer.
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Gordian Group, LLC Professional $250,000
950 Third Avenue Services
17th Floor
New York, NY 10022
Kramer, Levin, Naftalis & Professional $203,123
Frankel, LLP Services
Addax Trading LLC Trade $183,662
Emerald Pacific Resources Trade $162,662
McClennan County Tax Office Tax $141,683
Coyote Logistics, LLC Trade $134,475
Industrial Rigging of Central Texas Trade $117,685
Poly Recycle of Maryland LLC Trade $108,330
GP Harmon Recycling LLC Trade $106,442
Ekman Recycling Trade $97,248
Job-Link Personnel Service Trade $79,361
Irth Communications, LLC Professional $67,500
Services
Nilco Trade $65,564
Geodis Wilson USA, Inc. Trade $62,963
St Joseph Plastics Trade $58,083
Lift Truck Supply, Inc. Trade $56,004
Press-Seal Gasket Trade $53,997
Berga Recycling Inc. Trade $52,710
Penn Color Inc. Trade $47,780
Cellmark Recycling Inc. Trade $45,953
MAAG Automatik Inc. Trade $44,573
Fastenal Company Trade $40,443
Perfect Plastic Recycling Trade $37,402
XPO Logistics Trade $35,057
Rack Enterprises, LLC Trade $31,835
Herzog Trade $31,305
California State Board of Tax $23,697
Equalization
GBQ Partners, LLC Professional $21,854
Services
North Carolina Department of Tax $21,247
Revenue
Agustin M. Garcia Trade $16,200
DBA G S Transportation
AXION INTERNATIONAL: In Chapter 11 to Sell to Kronstadt for $3.2M
-----------------------------------------------------------------
Axion International, Inc., and two of its affiliates sought
protection under Chapter 11 of the Bankruptcy Code with the
intention of pursuing a sale of their assets to Allen Kronstadt,
their long time investor and former director. The sale is subject
to higher and better bids and court approval.
The Board of Directors of the Debtors authorized the filing of the
bankruptcy cases through a unanimous written consent on Dec. 2,
2015, taking into consideration the Debtors' inability to
independently survive as a going concern and having exhausted other
options.
In papers filed with the Court, the Debtors said they believe that
proceeding under Chapter 11 will enable them to achieve a new
capital structure to operate as a going concern, fund their
operations and obligations in the ordinary course, and maximize the
value of those assets with reduced potential risks, contingencies
and uncertainties.
"Absent the protections of the Bankruptcy Code, the Debtors will
run out of cash, shut down operations, layoff employees and
liquidate, all to the detriment of the Debtors' employees,
customers, suppliers, and creditors," according to Donald W.
Fallon, chief financial officer and treasurer.
The Delaware-based manufacturer, marketer and seller of structural
products and building materials said they faced liquidity crisis
requiring a curtailment of production, and are unable to meet
customer demand. As of Sept. 30, 2015, the Debtors had a working
capital deficit of $10,100,000, a stockholders' deficit of
$31,500,000 and accumulated losses of $86,200,000, Court document
shows.
Axion recently disclosed in notes to its financial statements that
it questioned its ability to continue as a going concern due to
liquidity issues, recurring losses from operations, and negative
operating cash flows.
Stalking Horse Bid
The Debtors entered into a stalking horse purchase agreement with
Mr. Kronstadt as a potential purchaser.
Mr. Kronstadt intends to credit bid at least $3.2 million of his
secured indebtedness -- approximately $5.2 million as of the
Petition Date -- and assume the balance of such indebtedness that
Mr. Kronstadt does not credit bid. The Debtors intend to seek
approval of certain bid protections and bidding procedures to
complete the marketing process and ensure that they realize the
highest and best value for their assets.
In order to fund the continued operations of the Debtors during the
completion of the marketing process, Plastic Ties Financing LLC, of
which Mr. Kronstadt serves as a manager, has agreed to provide the
Debtors with postpetition financing up to $2.2 million pursuant to
a DIP credit agreement evidenced by an amended term sheet and the
anticipated court orders approving the arrangement. The Debtors
will be able to draw up to $850,000 of this facility immediately
upon issuance of an interim order approving the DIP Credit
Agreement.
First Day Motions
Contemporaneously with the petition, the Debtors filed first day
motions with the Bankruptcy Court seeking authority to, among other
things, use existing cash management system, pay employee wages,
maintain existing insurance policies, prohibit utility providers
from discontinuing services and use cash collateral.
A copy of the declaration is support of the First Day Motions is
available for free at:
http://bankrupt.com/misc/3_AXION_Declaration.pdf
About Axion
Axion International, Inc., Axion International Holdings, Inc. and
Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Proposed Lead Case No. 15-12415) on
Dec. 2, 2015. The petition was signed by Donald W. Fallon as chief
financial officer and treasurer. The Debtors estimated both assets
and liabilities in the range of $10 million to $50 million.
Bayard, P.A. represents and Debtors as counsel. Epiq Bankruptcy
Solutions, LLC serves as the Debtors' claims and noticing agent.
Judge Christopher S. Sontchi has been assigned the case.
BACK TO BASICS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Back to Basics Maintenance & Construction, Inc.
dba Above the Board Construction
13117 Canyon Rd., E.
Puyallup, WA 98373
Case No.: 15-45578
Chapter 11 Petition Date: December 2, 2015
Court: United States Bankruptcy Court
Western District of Washington (Tacoma)
Judge: Hon. Brian D Lynch
Debtor's Counsel: Dallas W Jolley, Jr., Esq.
DALLAS W JOLLEY, JR., ATTORNEY AT LAW
4707 S Junett St Ste B
Tacoma, WA 98409
Tel: 253-761-8970
Email: dallas@jolleylaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by David Schrader, vice president, chairman
and director.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wawb15-45578.pdf
BERNARD L. MADOFF: Masons Want Suit Against Meridian Revived
------------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reported that aPennsylvania
Masonic lodge on Dec. 2, 2015, asked the Second Circuit to revive
its suit against Meridian Capital Partners Inc. over losses from
Bernard Madoff's Ponzi scheme, saying the hedge fund's reckless
actions should be reason enough.
The R.W. Grand Lodge of Free and Accepted Masons of Pennsylvania is
appealing the dismissal of its claims that Meridian and director
William Lawrence used fraud to secure the Grand Lodge's investments
in a Meridian "fund of hedge funds" that invested in Madoff's
funds.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities
Investor Protection Act of 1970. The District Court's Protective
Order (i) appointed Irving H. Picard, Esq., as trustee for the
liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his
counsel, and (iii) removed the SIPA Liquidation proceeding to the
Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims
agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later
transferred to Manhattan. In June 2009, Judge Lifland approved
the consolidation of the Madoff SIPA proceedings and the
bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of the end
of May 2015, the SIPA Trustee has recovered more than $10.699
billion and has distributed approximately $7.576 billion. When
additional settlements awaiting distribution are taken into
account, the recovery in the Madoff liquidation proceeding totals
$10.734 billion.
BILTMORE INVESTMENTS: Leave Not Required to Appeal Orders
---------------------------------------------------------
Judge Max O. Cogburn, Jr., of the United States District Court for
the Western District of North Carolina, Asheville Division, denied
Biltmore Investments, LTD.'s Motion for Leave to Appeal and Stay
Pending Appeal or Expedited Briefing Schedule, as leave is not
required.
Biltmore sought to appeal the following orders entered by the
Honorable George R. Hodges of the United States Bankruptcy court:
1. August 10, 2015 Order Granting Motion to Determine Settlement
Amount Due Creditors entered; and
2. August 14, 2015 Amended Order Granting Motion to Determine
Settlement Amount Due Creditors
Biltmore filed its Notice of Appeal to these orders on August 24,
2015, contending that the bankruptcy court's mandate represents an
unauthorized modification of its Chapter 11 Plan.
Judge Cogburn found that the orders that Biltmore sought to appeal
are now final orders that are appropriate for a direct appeal to
the court, not an interlocutory appeal. The judge agreed with TD
Bank N.A.'s argument that the order "finally dispose[s] of discrete
disputes within the larger case," to wit, how much money from the
recovered funds each party is entitled to under the terms of the
Chapter 11 Plan.
Thus, Judge Cogburn denied Biltmore's motion because leave is not
required. He also instructed the parties to proceed with the
appeal as a direct appeal.
The case is BILTMORE INVESTMENTS, Appellant, v. TD BANK, N.A.,
Appellee, DOCKET NO. 1:15-CV-00194-MOC, RELATED BANKRUPTCY CASE NO.
11-10053 (W.D.N.C.).
A full-text copy of Judge Cogburn's November 19, 2015 order is
available at http://is.gd/MSka8Gfrom Leagle.com.
Biltmore Investments, LTD. is represented by:
Edward C. Hay, Jr., Esq.
PITTS, HAY & HUGENSCHMIDT, P.A.
137 Biltmore Avenue
Asheville, NC 28801
Tel: (828) 255-8085
Fax: (828) 251-2760
Email: ehay@phhlawfirm.com
-- and --
T. Scott Tufts, Esq.
TUFTS LAW FIRM, PLLC
111 S Maitland Ave, Ste 101
Maitland, FL 32751
Tel: (407) 647-8886
Fax: (407) 641-8082
TD Bank, N.A. is represented by:
Lance P. Martin, Esq.
WARD AND SMITH, P.A.
82 Patton Avenue, Suite 300 (28801)
Post Office Box 2020
Asheville, NC 28802-2020
Tel: (828) 348-6070
Fax: (828) 348-6077
Email: lpm@wardandsmith.com
About Biltmore Investments
Biltmore Investments, LTD., based in Hendersonville, North
Carolina, filed for Chapter 11 bankruptcy (Bankr. W.D.N.C. Case
No. 11-10053) on Jan. 26, 2011. Judge George R. Hodges presides
over the case. Edward C. Hay, Jr., Esq. -- ehay@phhlawfirm.com --
at Pitts, Hay & Hugenschmidt, P.A., serves as the Debtor's
bankruptcy counsel. It scheduled assets of $2,091,502 and debts
of $1,543,320. The petition was signed by Watter T. McGee,
president.
BLACKAMG: Dismissal of Chapter 11 Petition Affirmed
---------------------------------------------------
Judge Elaine E. Bucklo of the United States District Court for the
Northern District of Illinois, Eastern Division, affirmed the
bankruptcy court's order dismissing BlackAMG's Chapter 11 petition
pursuant to Section 1112(b) of the Bankruptcy Code.
Creditor Northbrook Loans sought the reversal of the bankruptcy
court's said order, arguing that the bankruptcy court failed to
consider the best interests of creditors in determining that
dismissing the case, rather than converting it to a Chapter 7 case,
was appropriate.
Judge Bucklo, however, found that the record reflects that the
bankruptcy court properly considered the best interest of the
creditors and the estate, and it was well within its discretion to
conclude that dismissal, rather than conversion, was appropriate.
The case is Northbrook Loans, LLC, Creditor-Appellant, v. BlackAMG,
et al. Appellees, CASE NO. 15 C 5222 (N.D. Ill.).
A full-text copy of Judge Bucklo's November 13, 2015 memorandum
opinion and order is available at http://is.gd/qeoTlEfrom
Leagle.com.
Northbrook Loans LLC is represented by:
Raymond John Ostler, Esq.
Michael McAleer Nutt, Esq.
GOMBERG, SHAFMAN, GOLD & OSTLER, P.C.
208 South LaSalle Street Suite 1410
Chicago, IL 60604
Tel: (312) 332-6194
Fax: (312) 332-4083
Email: rostler@gsgolaw.com
mnutt@gsgolaw.com
Blackamg, L.L.C. is represented by:
Brian Michael Graham, Esq.
150 N Michigan Ave Ste 3300
Chicago, IL 60601-7621
Tel: (312) 261-2170
Fax: (312) 261-1170
Out Chicago LLC is represented by:
George J. Spathis, Esq.
HORWOOD MARCUS & BERK CHTD.
500 West Madison Suite 3700
Chicago, IL 60661
Tel: (312) 606-3200
Fax: (312) 606-3232
Email: gspathis@hmblaw.com
Service List is represented by:
Judge Allsteadt
UNITED STATES BANKRUPTCY COURT
Patrick S Layng is represented by:
Denise Ann Delaurent, Esq.
DEPARTMENT OF JUSTICE
Office of The United States Trustee
219 S. Dearborn Street Room 873
Chicago, IL 60604
Tel: (312) 886-5785
Fax: (312) 886-5794
BON-TON STORES: Moody's Cuts Corporate Family Rating to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service downgraded The Bon-Ton Stores, Inc.'s
Corporate Family Rating to Caa1 from B3. The company's Speculative
Grade Liquidity rating was affirmed at SGL-2. The rating outlook is
stable.
The downgrade considers the continuing and persistent negative
pressure on Bon-Ton's revenue and EBITDA margins which has been
accelerating during the course of fiscal 2015. For the LTM period
ending October 31, 2015, EBITDA (as defined by the company) is
approximately $129 million, down from $145 million in Bon-Ton's
most recent fiscal year. In view of continuing weak sales and
margins, evident in the company's third quarter results, the
company now expects full-year EBITDA of around $110-120 million.
While the company is making ongoing adjustments in merchandising,
and other efforts to enhance its omnichannel capabilities, there is
limited visibility on the success of these initiatives in reversing
negative performance. Moody's expects unadjusted debt/EBITDA will
exceed 8 times by the end of the current fiscal year and the
company's capital structure is increasingly unsustainable at this
level of operating performance. The company's near term liquidity
remains good and Moody's expects that the company will be able to
address its near-dated debt maturities in 2016 and 2017 though
financings of some form against its owned real estate, drawings
under the company's asset based revolver which has meaningful
availability, or some combination of the two.
Downgrades:
Issuer: Bon-Ton Stores Inc., (The)
-- Probability of Default Rating, Downgraded to Caa1-PD from B3-
PD
-- Corporate Family Rating, Downgraded to Caa1 from B3
-- Senior Secured Regular Bond/Debenture, Downgraded to
Caa2(LGD4) from Caa1(LGD4)
Outlook Actions:
-- Issuer: Bon-Ton Stores Inc., (The)
-- Outlook, Remains Stable
Affirmations:
Issuer: Bon-Ton Stores Inc., (The)
-- Speculative Grade Liquidity Rating, Affirmed SGL-2
RATINGS RATIONALE
Bon-Ton's Caa1 rating reflects the company's significant leverage
with unadjusted debt/EBITDA expected to exceed 8 times by the end
of Bon-Ton's current fiscal year and that EBITDA less capital
expenditures is expected to be insufficient to cover interest
costs. The company's revenues continue to contract through store
closings and negative comparable store sales and its operating
margins are low and declining as well. The company's weak metrics
are partly tempered by its good liquidity profile as the company
maintains access to meaningful undrawn credit capacity ($330
million as of October 31, 2015, pro-forma for the accordion
exercise effective in November 2015 but before consideration of its
minimum available liquidity covenant) which can adequately fund the
company's 2016 maturity of its CMBS credit facility. The ratings
also reflect the company's modest scale in the US Department Store
sector and regional concentrations.
The stable outlook reflects Moody's view that notwithstanding the
company's highly leveraged capital structure, the company maintains
good liquidity that is sufficient to address near dated maturities.
The stable outlook also reflects Moody's expectations that free
cash flow after capital expenditures and working capital will range
from near break-even to slightly negative.
Ratings could be lowered if the company's liquidity position were
to further erode, or the company's probability of default were to
otherwise increase.
Ratings could be upgraded if the company can reverse negative
trends in sales and margins, indicating that its merchandising
initiatives are resonating with consumers and that other cost
savings initiatives are gaining hold. Quantitatively ratings could
be upgraded if EBITDA-Cap Ex to interest exceeded 1.2 times while
maintaining a good liquidity profile.
The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 270 stores, which
includes nine furniture galleries and four clearance centers, in 26
states in the Northeast, Midwest and upper Great Plains under the
Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman,
Herberger's and Younkers nameplates. Revenues are approximately
$2.8 billion.
BREVARD COLLEGE: Fitch Affirms BB- Rating on Series 2007 Rev. Bonds
-------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on approximately
$9.5 million series 2007 North Carolina Capital Facilities Finance
Agency educational facilities revenue refunding bonds, issued on
behalf of Brevard College Corporation.
The Rating Outlook is Stable.
SECURITY
The bonds are a general obligation of the college, payable from all
legally available funds.
KEY RATING DRIVERS
IMPROVING FINANCIAL OPERATIONS: The rating reflects five years of
positive GAAP operating margins.
NET TUITION REVENUE DEPENDANCE: Moderately increased enrollment
since fall 2012 has supported net tuition revenue growth, although
it remains pressured by scholarship discounts. The college's small
size and limited balance sheet heighten its vulnerability to demand
shifts and enrollment volatility.
LIMITED BALANCE SHEET: Brevard's fiscal 2015 balance sheet ratios,
as calculated by Fitch, remain weak for the rating category.
MANAGEABLE DEBT BURDEN: The college's pro forma maximum annual debt
service (MADS) debt burden, including a $6.38 million USDA loan for
student housing, is high to moderately high at 7.8% of fiscal 2015
revenues. However, this is somewhat mitigated by solid MADS
coverage of 2.4x. For the last six fiscal years, including 2015,
MADS coverage of debt service has been positive.
RATING SENSITIVITIES
ENROLLMENT TRENDS: Enrollment declines at Brevard College, combined
with failure to grow net tuition revenue and sustain positive
operating margins, could result in a negative rating action.
BALANCE SHEET: Low balance sheet ratios continue to constrain
Brevard's rating, and significant weakening in balance sheet ratios
could cause a negative rating action.
LIMITED DEBT CAPACITY: Brevard's debt burden remains manageable
including a USDA loan for student housing - which management
expects will be financially self-supporting. However, Fitch views
the college as having very limited additional debt capacity at this
time. Solid debt service coverage is needed to support the
rating.
CREDIT PROFILE
Brevard is a small four-year, private liberal arts college located
on 120 acres in Brevard, NC, about 140 miles west of Charlotte, NC
and about 30 miles southeast of Asheville, NC. All students are
undergraduates, and most attend full-time. The college's mission
is to provide its students distinctive experiential learning.
Brevard is known for its performing arts programs and environmental
sciences.
Brevard was founded in 1853 as a two-year institution, and became a
four-year college in 1995. It is affiliated with the United
Methodist Church. The Southern Association of Colleges and
School - Commission on Colleges (SACS-COC) removed Brevard from
probation in July, 2014, which action Fitch regards positively.
The current 10-year accreditation runs through 2021.
ENROLLMENT DRIVES OPERATIONS
Brevard's operating revenues remain heavily reliant on student
revenues, typically between 70%-77%, which is similar to many other
liberal arts colleges. Enrollment has increased incrementally
since fall 2012, resulting in headcount of 729 in fall 2015.
Headcount is up 16% since fall 2012. The college continues to
focus on modest annual enrollment increases; the current strategic
plan has a goal of building to 886 students by fall 2020.
The fall 2015 entering class increased modestly to 294, levels
comparable to 288, 308 and 273 in fall 2014, 2013 and 2012,
respectively. Management reports that, to date, fall 2016
admissions indicators (applications, deposits, campus visits) are
similar to fall 2015.
Management enrollment strategies focus on new-student 'fit' at the
college, more experiential learning opportunities, as well as
retention initiatives. The college's freshman-to-sophomore
retention rate has been improving, but remains weak at about 58% in
fall 2015, similar to the previous year.
Fitch views Brevard's ability to achieve growth in both enrollment
and net tuition revenue as determining long-term operating success.
The rating reflects multi-year progress on enrollment and positive
operating performance.
POSITIVE OPERATING PERFORMANCE
GAAP operating results were positive in each of the last five years
and support the rating. The fiscal 2015 operating surplus was $1.3
million (7.3% margin), which compared to $2.1 million (12% margin)
in 2014 and a Fitch-adjusted $479,000 (0.2%) in 2013. Margins in
2015 were slightly weaker due to discounting pressures causing a 4%
decline in net tuition revenue. The college reports that the 2016
budget is balanced, with growth in net tuition revenue.
Management has exercised significant expense controls during the
last several years, including salary reductions and freezes,
curtailment of retirement matching contributions, and maintaining
position vacancies. Since 2014, the college provided only modest
salary increases, primarily through a holiday bonus pool, and has
not yet begun making employer matches to the defined contribution
retirement program. The strategic plan has goals to gradually
invest more in faculty and staff salaries, as the budget allows.
Brevard continues investing strategically in plant and programs,
using gifts, grants and budget allocations.
Controlling the tuition discount is an ongoing challenge given
Brevard's highly competitive and cost-conscious market. The
discount rate increased to 53% in fiscal 2015, up from a still high
but relatively stable 49% in the previous four years. However, GAAP
operations remained positive in fiscal 2015, and are expected to be
similar in fiscal 2016. To maintain the rating going forward,
Fitch expects positive operating margins to be sustained.
WEAK AVAILABLE FUNDS
Brevard's balance sheet is very weak for the rating category,
providing limited financial cushion. At May 31, 2015, available
funds (AF), defined by Fitch as cash and investments less
permanently restricted net assets, was stable at $2.6 million.
Fiscal 2015 AF was only 15.6% of operating expenses and 14.8% of
pro forma debt ($17.4 million including the USDA student housing
loan). The college has $24.2 million of endowment, almost all of
which is restricted and thus is not reflected in the AF
calculation. Fiscal 2016 ratios are expected to be similar.
Brevard's AF ratios could increase modestly when an unrestricted
bequest - for which related litigation has been resolved - is
distributed. Auditors estimated the cash portion of the bequest to
the college at $2.5 million in fiscal 2013. Fitch notes that while
Brevard's balance sheet cushion could improve, it remains slim for
the rating category.
DEBT BURDEN MANAGEABLE
Brevard's series 2007 bonds are fixed rate with level debt service,
maturing fairly rapidly by 2027. In 2014, the college entered into
a maximum $6.38 million, 4% interest rate, USDA loan to build a
84-bed student residence hall. The college started drawing down on
the loan in calendar 2015. Fitch estimates pro forma debt at $17.4
million (including some operating leases and a bank working cash
line), and pro forma MADS at $1.37 million.
Pro forma MADS was about 7.8% of fiscal 2015 operating revenues,
which Fitch considers high-to moderately high. The residence hall
project is expected to be self-supporting, housing students
currently living in off-campus space rented by the college.
Brevard maintains a $1.5 million bank line of credit for operating
cash flow. The strategic plan focuses on gradually building
working cash reserves and reducing seasonal reliance on the bank
line.
POSITIVE DEBT SERVICE COVERAGE
Brevard has posted positive debt service coverage for the last six
fiscal years, including fiscal 2015. Pro forma MADS coverage was
2.4x in fiscal 2015, which compares to 2.9x in 2014 and 1.9x in
fiscal 2013 (2013 is adjusted for a non-cash bequest). Pro forma
MADS coverage is expected to again be positive in fiscal 2016.
CAESARS ENTERTAINMENT: Says Judge Was Too Strict on Suits Ruling
----------------------------------------------------------------
Jessica Corso at Bankruptcy Law360 reported that an Illinois
bankruptcy judge applied too strict a standard when refusing to
stay four creditor suits against the parent of debtor Caesars
Entertainment Operating Co. Inc., which urged the Seventh Circuit
to clarify on Nov. 30, 2015, that the enterprise's dire situation
demands a stay until CEOC reorganizes.
In its second brief to the appeals court, CEOC argued that U.S.
Bankruptcy Judge A. Benjamin Goldgar had incorrectly interpreted
past Seventh Circuit rulings when he declined to put a hold on four
creditor suits against nondebtor parent Caesars Entertainment
Corp.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended
and Restated Restructuring Support and Forbearance Agreement,
dated
as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.
On February 5, 2015, U.S. Trustee Patrick Layng appointed nine
creditors to the Debtors' official committee of unsecured
creditors. Two of these creditors -- the Board of Levee
Commissioners for the Yazoo Mississippi Delta and MeehanCombs
Global Credit Opportunities Master Fund LP -- resigned from the
committee following their appointment. They were replaced by the
National Retirement Fund and Relative Value-Long/Short Debt, a
Series of Underlying Funds Trust.
CENTRAL GARDEN: Moody's Says Pet Bedding Deal is Credit Pos.
------------------------------------------------------------
Moody's Investors Service comments that Central Garden & Pet
Company's (B1, positive) announcement that it has acquired the pet
bedding business and certain other assets National Consumers
Outdoors Corp. (unrated) is credit positive, but does not affect
Central's B1 rating or positive outlook as we do not expect
material changes in operating performance or credit metrics.
Headquartered in Walnut Creek, California, Central Garden & Pet
Company manufactures branded products and distributes third-party
products in the lawn and garden and pet supplies industries in the
United States. Products and brands include Pennington grass seed
and wild bird feed, AMDRO fire ant control bait, Rebel grass seed,
and the Eliminator private label for Wal-Mart in the Garden
Products Group. The Pet Products group includes Kaytee wild bird,
pet bird and small animal supplies, Nylabone dog bones and treats,
Four Paws supplies for cats and dogs, Farnam equine supplies,
Oceanic, Aqueon and Zilla produce aquatics supplies and aquarium in
the Pet Products group. Sales approximated $1.6 billion for the
twelve months ended June 27, 2015.
CHURCHILL DOWNS: Moody's Rates New $250MM Sr. Unsecured Notes B1
----------------------------------------------------------------
Moody's Investors Service assigned a B1 to Churchill Downs
Incorporated's (CDI) new $250 million 5.375% senior unsecured
notes. The company's Ba3 Corporate Family Rating, Ba3-PD
Probability of Default Rating, and B1 rating on its existing $300
million 5.375% senior notes were affirmed. CDI's stable rating
outlook was maintained and SGL-1 Speculative Grade Liquidity rating
was also affirmed. The company's $500 million senior secured credit
facility is not rated.
Proceeds from CDI's new note issue will be used to repay
outstanding borrowings under the company's senior credit facility,
general corporate purposes, and/or fund the anticipated earn-out
obligation in March 2016 related to CDI's Big Fish Games
acquisition. The new notes will be issued under the indenture
governing the company's existing $300 million 5.375% senior notes
due 2021.
New rating assigned:
$250 million 5.375% guaranteed senior unsecured notes 2021, at B1
(LGD 5)
Ratings affirmed:
Corporate Family Rating, at Ba3
Probability of Default Rating, at Ba3-PD
$300 million 5.375% guaranteed senior unsecured notes 2021, at B1
(LGD 5)
SGL-1 Speculative Grade Liquidity rating
Outlook actions:
Stable Rating Outlook maintained
RATINGS RATIONALE
CDI's Ba3 Corporate Family Rating considers the very good
performance of the company's Big Fish subsidiary, the strong
history, popularity and performance of the Kentucky Derby, and the
expectation that CDI will continue to generate sufficient free cash
flow that it can use to maintain debt/EBITDA below 4.5 times, our
stated trigger that could cause a rating downgrade as well as the
maximum debt/EBITDA allowed under the company's senior credit
agreement. The senior secured credit agreement does, however, allow
CDI to have debt/EBITDA of 5.0 times if certain conditions are met.
CDI's debt/EBITDA for the latest 12-month period ended September
30, 2015 was less than 3.0 times. Pro forma for the new note
offering -- assuming CDI uses debt to fund the $350 million maximum
earn-out payment related to its acquisition of Big Fish and its
recently announced $150 million share repurchase from its largest
shareholder -- debt/EBITDA is slightly below 4.0 times. Key credit
concerns include the relatively short, albeit highly successful,
operating history of Big Fish, and the evolving competitive and
regulatory landscape of social media in general. Also considered is
the highly discretionary nature of consumer spending on casino
gaming activities.
The B1 assigned to CDI's new senior unsecured note add-on,
one-notch lower than the company's Ba3 Corporate Family Rating,
considers the significant amount of senior secured debt ahead of
it. CDI's senior credit facility currently limits the amount of its
funded senior secured debt to a multiple of 3.5 times EBITDA.
The stable rating outlook considers Moody's expectation that CDI
will continue to maintain lease-adjusted debt/EBITDA at or below
4.5 times over the long-term, while recognizing that there may be
short periods where debt/EBITDA is near 4.5 times as a result of
acquisition and other investment activity. A higher rating would
require that CDI achieve a greater degree of earnings
diversification, along with the demonstrated ability and
willingness to achieve and maintain lease-adjusted debt/EBITDA at
or below 3.0 times. A negative rating action could result if, for
any reason, we believe CDI's debt/EBITDA will rise to and remain
above 4.5 times for an extended period of time.
Churchill Downs Incorporated (NASDAQ: CHDN) owns the Churchill
Downs Racetrack, home of the Kentucky Derby and Kentucky Oaks, Big
Fish Games, Inc., a producer and distributor of casual games, and
Twin Spires.com, an online wagering company. The company also owns
casino operations in Florida, Louisiana, Illinois, Mississippi, and
Maine. In addition CDI has joint venture interest in casino and
racing assets in Ohio and New York. The company reported
consolidated net revenue of about $1.1 billion for the 12-month
period ended September 30, 2015.
CHURCHILL DOWNS: S&P Affirms BB Rating Over Plans to Upsize Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Louisville, Ky.-based Churchill Downs' senior unsecured notes to
'4' from '3', and affirmed the 'BB' issue level rating following
the company's announcement that it plans to add on $250 million to
the notes. The '4' recovery rating indicates S&P's expectation for
average (30% to 50%; upper half of the range) recovery in the event
of a payment default. The notes add-on will increase the amount of
unsecured debt outstanding at default compared to S&P's previous
analysis, diluting recovery prospects for unsecured noteholders.
S&P's 'BB' corporate credit rating on Churchill Downs is unchanged.
The rating outlook is stable.
The company will use proceeds from the notes add-on to repay
outstanding borrowings under its existing $500 million revolver.
This will provide Churchill Downs with sufficient revolver
availability to make an earn-out payment related to its Big Fish
Games acquisition of up to $350 million, the majority of which it
will pay out in the first quarter of 2016. Under S&P's base case
forecast, it estimates Churchill Downs will make the maximum
earn-out payment.
RECOVERY ANALYSIS
Key analytical factors
-- S&P has revised its recovery rating to '4' and affirmed its
'BB' issue-level rating following the company's announcement
that it plans to add on $250 million to the notes, bringing
the total balance to $550 million. The company also has an
unrated senior secured credit facility that has priority
claim over the notes.
-- S&P's simulated default scenario contemplates a default
occurring in 2019 as a result of a prolonged economic
downturn and substantially greater competitive pressures
across the gaming portfolio and online operations.
-- S&P valued the company at 7x its emergence EBITDA, based on
the strength of the Kentucky Derby Week event, the company's
moderately diverse regional gaming portfolio, and the
diversity in its online and social gaming portfolio.
Simulated default assumptions
-- Simulated year of default: 2019
-- EBITDA at emergence: $125 million
-- EBITDA multiple: 7x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs):
$831 million
-- Priority claims: $558 million
-- Collateral value available to unsecured creditors:
$273 million
-- Senior unsecured claims: $577 million
-- Recovery expectations: 30% to 50% (upper half of the range)
Note: all debt amounts include six months of prepetition interest.
RATINGS LIST
Churchill Downs Inc.
Corporate Credit Rating BB/Stable/--
Rating Affirmed; Recovery Rating Revised
Churchill Downs Inc.
To From
$550 mil. notes
Senior Unsecured BB BB
Recovery Rating 4H 3
CLARENDON HOSPITAL: S&P Affirms B Rating on Serie 2011A GO Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable and affirmed its 'B' rating on Clarendon Hospital
District, S.C.'s (doing business as Clarendon Health System) series
2011A general obligation (GO) bonds.
"We revised the outlook to negative due to a deterioration in
financial performance in fiscal 2015—based on unaudited
numbers--and uncertainty about recovery in fiscal 2016," said
Standard & Poor's credit analyst Jennifer Soule.
Standard & Poor's considers financial performance, or operating
risk, to be an important credit factor in assessing the credit
quality of a hospital because S&P thinks the health care sector is
inherently more vulnerable than traditional GO issuers to business
risk and may experience more rapid swings in fiscal health than a
comparable school district or municipal issuer.
The negative outlook reflects Standard & Poor's assessment of the
district's uneven financial operating performance over the past
five fiscal years, and its balance of unrestricted cash reserves
that is extremely light for the rating level.
S&P could consider a lower rating within the one-year outlook
period if Clarendon's credit profile reflects any further
deterioration where default risk could be considered a greater
likelihood.
S&P could return the outlook to stable if Clarendon achieves its
financial performance target for fiscal 2016 (breakeven), leading
to improved cash flows and a higher balance of unrestricted
reserves, all while the system continues to pay down its existing
debt and maintains its enterprise strengths.
Clarendon Hospital is a 81 licensed-bed provider and is part of
Clarendon Health System, which also includes physician practices, a
community service division, and a long-term care division. The
district's full-faith-and-credit pledge, payable from unlimited ad
valorem taxes levied on all of the district's taxable property,
secures the bonds. Clarendon is not party to any swap agreements.
COLT DEFENSE: Seeks to Modify Retiree Benefits as Talks Continue
----------------------------------------------------------------
Colt Defense LLC and the United Auto Workers Union have issued the
following joint statement on Dec. 3 concerning the filing by Colt
of a motion with the Court in the Company's Chapter 11 bankruptcy
proceedings seeking modifications in retiree insurance benefits:
Over the course of the Colt's restructuring process, Colt and the
UAW have worked together productively and cooperatively to ensure
that Colt successfully emerges from Chapter 11 by the end of this
month as a reorganized company with strong prospects for the
future.
"Working together, Colt and the UAW have resolved the great bulk of
employee issues, arriving at solutions that the Company and the
Union are confident will mean the continuation of good-paying Colt
manufacturing jobs in Connecticut," said Mike Holmes, the chair of
the UAW bargaining unit at Colt.
"Over the course of our restructuring efforts, we have worked
closely with our Union leaders and employees to design a strategic
plan that will enable Colt to emerge from bankruptcy and succeed
going forward. We are confident that we will successfully execute
our plan in large part because of the world class craftsmanship and
skills of our Union employees," added Dennis Veilleux, CEO of
Colt.
The filing of Colt's retiree benefits motion reflects that
negotiations are still ongoing on the issue of healthcare benefits
for several hundred Colt UAW retirees. These negotiations are not
uncommon in bankruptcy proceedings. Both Colt and the UAW are
confident that a mutually agreeable resolution can be presented to
the Court for its approval to avoid any delay in confirmation of
the plan of reorganization scheduled for December 16th.
"These negotiations have been professional and respectful and will
continue to be so," said Julie Kushner, Director of UAW's Region 9A
in Hartford. "Both sides understand the importance of reaching
agreement."
Kushner, Holmes and Veilleux stated their shared belief that
"working together, Colt and the UAW will not be deterred from their
common goal: a strong Company that provides both good jobs and fair
treatment to the Colt retirees who helped build this iconic
company. Colt and UAW fully expect that result here and are
determined to build a strong Colt for the future."
About UAW
UAW Region 9A represents 50,000 workers in diverse occupations
throughout eastern New York (including the New York City
metropolitan area, the Hudson Valley and the Capital District
area), Connecticut, Massachusetts, Rhode Island, New Hampshire,
Vermont, Maine and Puerto Rico.
About Colt Holding
Colt Defense LLC is one of the world's oldest and most iconic
designers, developers, and manufacturers of firearms for military,
law enforcement, personal defense, and recreational purposes and
was founded over 175 years ago by Samuel Colt, who patented the
first commercial successful revolving cylinder firearm in 1836 and
began supplying U.S. and international military customers with
firearms in 1847. Colt is incorporated in Delaware and
headquartered in West Hartford, Connecticut.
In 1992, Colt Manufacturing Company, then the principal operating
subsidiary, filed chapter 11 petitions (Bankr. D. Conn.). An
investment by Zilkha & Co. allowed CMC to confirm a chapter 11 plan
and emerge from Bankruptcy in 1994.
Sometime after 1994, majority ownership of the Company Transitioned
from Zilkha & Co. to Sciens Capital Management.
Colt Holding Company LLC and nine affiliates, including Colt
Defense LLC, on June 14, 2015, filed voluntary petitions (Bankr. D.
Del. Lead Case No. 15-11296) for relief under Chapter 11 of the
Bankruptcy Code to pursue a sale of the assets as a going concern.
Colt Defense estimated $100 million to $500 million in assets and
debt.
On June 16, 2015, the Court directed the joined administration of
the assets.
The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny &
Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC as
claims and noticing agent. Perella Weinberg Partners L.P. is
acting as financial advisor of the Company, and Mackinac Partners
LLC is acting as its restructuring advisor.
Wilmington Savings Fund Society, FSB, as agent under the $13.3
million Term DIP Loan Agreement, is represented by Pryor Cashman
LLP's Eric M. Hellige, Esq.; and Willkie Farr & Gallagher LLP's
Leonard Klingbaum, Esq.
Cortland Capital Market Services LLC, as agent under the $6.67
million Senior DIP Credit Agreement, is represented by Holland &
Knight LLP's Joshua M. Spencer, Esq.; Stroock & Stroock & Lavan
LLP's Brett Lawrence, Esq.; and Osler, Hoskin & Harcourt LLP's
Richard Borins, Esq., and Tracy Sandler, Esq.
The U.S. Trustee for Region 3 appointed five creditors of Colt
Defense Inc. and its affiliates to serve on the official committee
of unsecured creditors. MagPul Industries Corp. has resigned from
the committee leaving only four Committee members.
Sciens Capital is represented by Skadden, Arps, Slate, Meagher &
Flom LLP's Anthony W. Clark, Esq., and Jason M. Liberi, Esq.
DEWEY & LEBOEUF: Retrial Soon on Conning Lenders and Investors
--------------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reported that the Manhattan
District Attorney's office will soon decide whether or not to retry
the former top executives of Dewey & LeBoeuf LLP on charges of
conning lenders and investors into backing the troubled law firm,
the U.S. Securities and Exchange Commission said on Nov. 25, 2015.
The Manhattan district attorney claims that former Dewey executives
Stephen Davis, Stephen DiCarmine and Joel Sanders were behind a
scheme to defraud lenders and investors to gain financing for the
firm.
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.
EASTMOND & SONS: Files Schedules of Assets an Liabilities
---------------------------------------------------------
A.L. Eastmond & Sons, Inc., filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $21,100,000
B. Personal Property $6,835,124
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $13,854,520
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-priority
Claims $935,161
----------- -----------
TOTAL $27,935,124 $14,789,682
A full-text copy of the Schedules is available for free at:
http://bankrupt.com/misc/6_EASTMOND_SCHEDULES.pdf
About Eastmond & Sons
A.L. Eastmond & Sons, Inc., Easco Boiler Corp. and Eastmond & Sons
Boiler Repair & Welding Service, Inc. filed Chapter 11 bankruptcy
petitions (Bankr. S.D.N.Y. Case Nos. 15-13214, 15-13215 and
15-13217, respectively) on Dec. 1, 2015. The petitions were signed
by Arlington Leon Eastmond, Jr., as president. The Debtors have
engaged Klestadt Winters Jureller Southard & Stevens, LLP as
counsel. The Debtors listed total assets of $34.59 million and
total liabilities of $40.79 million. Judge Sean H. Lane has been
assigned the case.
The Debtors have provided products and services in over 15,000
locations throughout the tristate area and beyond, including Yankee
Stadium, the Trump Towers, Kings County Supreme Court, New York
Botanical Garden/Bronx Zoo, Queens County Civil Court,
North Shore University, Detroit School District, the Garfield Park
Field House in Chicago, Illinois, and the National Geographic
Building in Washington, D.C., to name a few.
ENERGY FUTURE: Bankruptcy Court Confirms Reorganization Plan
------------------------------------------------------------
Energy Future Holdings on Dec. 3 disclosed that the United States
Bankruptcy Court for the District of Delaware has confirmed the
company's plan of reorganization. The plan contemplates a tax-free
spin of the company's competitive businesses, including Luminant
and TXU Energy, and the sale of its holdings in Oncor to a
consortium of investors.
"We are pleased to have reached this critical milestone on the road
to emergence," said John Young, chief executive officer of EFH.
"We can now begin, in earnest, to build for the future, with a
strong capital structure, excellent assets and a singular
commitment to delivering for our customers, employees and business
partners in Texas' growing, competitive market. Our financial
restructuring has been among the most complex in history, and it is
a credit to our entire team and our outside advisors that the
company has reached this point while maintaining stellar customer
service and operational excellence."
Following the court's confirmation, the company must also receive
regulatory approvals and satisfy various other closing conditions
in order to emerge from chapter 11. The regulatory process is
expected to extend into the spring of 2016, though final timing is
subject to modification.
About Energy Future Holdings Corp.
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
Largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep 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: Judge to Rule on Ch. 11 Plan Confirmation Today
--------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that a Delaware
bankruptcy judge is set to rule on Dec. 4, 2015, on Energy Future
Holdings Corp.'s Chapter 11 plan to rework $42 billion in debt, as
the case had an unusual moment of unity Wednesday with formerly
warring creditors walking in step to support the Debtor's final
push for the strategy.
About Energy Future Holdings Corp.
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
Largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep 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.
ENOR CORPORATION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Enor Corporation
245 Livingston Street
Northvale, NJ 07647
Case No.: 15-32714
Chapter 11 Petition Date: December 2, 2015
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Judge: Hon. Vincent F. Papalia
Debtor's Counsel: Jeffrey A. Cooper, Esq.
RABINOWITZ, LUBETKIN & TULLY, LLC
293 Eisenhower Parkway, Suite 100
Livingston, NJ 07039
Tel: 973-597-9100
Fax: 973-597-9119
Email: jcooper@rltlawfirm.com
Total Assets: $248,659
Total Liabilities: $5.20 million
The petition was signed by Steven Udwin, director.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb15-32714.pdf
FILMED ENTERTAINMENT: Committee Wants Ch. 11 Case Converted
-----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Filmed Entertainment Inc. asks the United States
Bankruptcy Court for the Southern District of New York to convert
the Chapter 11 case of the Debtor to a case under Chapter 7 of the
Bankruptcy Code, or, in the alternative, authorize the Committee to
initiate and prosecute an adversary proceeding to recover various
preferential payments and fraudulent transfers made to insiders.
To the extent the challenge is resolved in favor of the Committee,
the Debtor and all parties in interest in the Chapter 11 Case,
including general unsecured creditors, will benefit, the Committee
asserts.
The Committee is represented by:
S. Jason Teele, Esq.
Jeffrey J. Wild, Esq.
Cassandra M. Porter, Esq.
Eric Chafetz, Esq.
LOWENSTEIN SANDLER LLP
1251 Avenue of the Americas
New York, New York 10020
Phone:(212) 262-6700
Fax:(212) 262-7402
Email: steele@lowenstein.com
jwild@lowenstein.com
cporter@lowenstein.com
echafetz@lowenstein.com
About Filmed Entertainment
Filmed Entertainment Inc. owns and operates the "Columbia House
DVD
Club," a direct-to-customer distributor of movies and television
series in the United States. FEI conducts its business through
physical catalogues and through the --
http://www.columbiahouse.com/Web site. FEI was historically
active in the musical compact disc business, but exited the music
business in 2010. Founded in 1955 as a division of CBS Inc. to
sell vinyl records and cassette tapes, FEI is a unit of Pride Tree
Holdings, Inc., which acquired FEI in December 2012.
On Aug. 10, 2015 FEI filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 15-12244) in Manhattan, New York. The case is pending
before the Honorable Shelley C. Chapman.
The Debtor tapped Griffin Hamersky P.C. as counsel, and Prime
Clerk
LLC as claims and noticing agent.
The Debtor estimated assets of $1 million to $10 million and debt
of $50 million to $100 million.
The U.S. Trustee for Region 2 appointed five creditors of Filmed
Entertainment Inc. to serve on the official committee of unsecured
creditors.
FILMED ENTERTAINMENT: Committee, Oracle Objects to Sale
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
adjourned the hearing to consider approval of the sale of
substantially all of the assets of Filmed Entertainment, Inc., to
Dec. 2, 2015, at 2:00 p.m. before the Honorable Shelley C.
Chapman.
The Official Committee of Unsecured Creditors and Oracle America,
Inc., object to the Debtor's sale motion.
The Committee complains that if the goal of selling assets in a
bankruptcy proceeding is to maximize an estate's value, the
proposed Sale accomplishes just the opposite because the Debtor
proposes to sell its assets to one of its insiders, Edge Line
Ventures LLC, in return for nominal consideration. The Committee
further complains that the sale provides for inappropriate releases
of claims against Bookspan LLC, Totally Awesome Warehouse, DVD
Direct Acquisition, LLC, and Pride Tree Holdings, Inc., each of
which are affiliates of one another and owned and controlled by
Pride Tree, the Debtor's sole equity owner. Hence, it is beyond
dispute that the sale benefits only the Insiders and Edge Line and
is not an arm's length transaction for which the Buyer is not a
good faith purchaser, the Committee asserts.
Oracle, as successor in interest to Endeca and Art Technology Group
Inc., reserves its right to be heard after any contracts that the
Debtors pursues to assume and assign are identified with greater
specificity with respect to its Sale Motion. Oracle tells the
Court that the APA identifies those contracts that the Debtor
intends to assume and assign, but no Oracle agreements are
currently identified. However, Oracle points out, the APA further
provides that "all Assigned Contracts identified by Buyer will be
listed on Schedule 2.3(a) which Schedule shall be delivered in
final form by Buyer to Seller prior to the Closing. . ."
In support of the approval of the sale motion, Jim Cavanaugh,
controller of Bookspan, LLC; Adam Rosen, director of
PricewaterhouseCoopers LLP, Glenn Langberg, an independent director
of the Debtor; John Lippman, Manager of Edge Line, filed separate
declaration
Mr. Cavanaugh stated that the Debtor's books and records reflect an
estimated total outstanding checks totaling at $20,820 expected to
be deposited post-closing with a probable cash balance of $38,144
as of November 20, 2015, per the Debtors' cash forecast issued on
November 4, 2015. Furthermore, Mr. Cavanaugh says the Debtor's
projected annual recoupment of 10% from its $120,000 tax payments
and $145,000 operating expenses and a net monthly income of $52,449
collected disbursed in connection with the Madison Avenue
sublease.
Mr. Rosen relates that the Debtor did not consider Edge Line's
initial bid to be a Qualified Bid. He says a bid from a
third-party was received on October 26, 2015, which provided for
cash consideration of $100,000 and the assumption of certain
liabilities, but the Debtor determined that the third-party bid is
not a Qualified Bid because the Third-Party Bidder is unwilling to
increase its $100,000 offer. Accordingly, no Auction was held.
Mr. Langberg states that despite the persistent efforts of the
Debtor to engage potential purchasers in the sale process, the
Acquired Assets consisting of the Licenses, the Debtor's inventory
and good will, did not garner the acquisition interest from the
market that the Debtor anticipated. The Licenses, Mr. Langberg
says, contain various restrictions and many of the Licenses were
"nonexclusive" in nature, which, pursuant to the Bankruptcy Code,
limits the Debtor's ability to freely assign various rights
thereunder.
Mr. Lippman relates that from and after the date Edge Line
submitted its initial bid for the Debtor’s asset on October 22,
2015, he did not participate in the sale process nor did he
exercised any influence over the Debtor in respect of the sale
process. It was the Debtor's independent director Glenn Langberg
and Edge Line's representative, Baker Botts L.L.P. who negotiated
the sale process, Mr. Lippman says. Mr. Lippman maintains that
Edge Line has the financial resources to consummate the Sale
transaction for it has approximately $550,000 in cash on hand at
Bank of America N.A. for the purpose of satisfying the cash portion
of the proposed purchase price.
The Debtor is represented by:
Scott A. Griffin, Esq.
Michael D. Hamersky, Esq.
GRIFFIN HAMERSKY P.C.
485 Madison Avenue, 7th Floor
New York, New York 10022
Telephone: (212) 710-0338
Facsimile: (212) 710-0339
Official Committee of Unsecured Creditors is represented by:
S. Jason Teele, Esq.
Jeffrey J. Wild, Esq.
Cassandra M. Porter, Esq.
Eirc Chafetz, Esq.
LOWENSTEIN SANDLER LLP
1251 Avenue of the Ameircas
New York, New York 10020
Telephone: (212) 262-6700
Facsimile: (212) 262-7402
Oracle America, Inc. is represented by:
Amish R. Doshi, Esq.
MAGNOZZI & KYE, LLP
23 Green Street, Suite 302 Huntington
New York 11743
Telephone: (631) 923-2858
Email: adoshi@magnozzikye.com
-- and --
Shawn M. Christianson, Esq.
BUCHALTER NEMER, P.C.
A Professional Corporation
55 Second Street, 17th Floor
San Francisco, California 94105-2130
Telephone: (415) 227-0900
-- and --
Deborah Miller, Esq.
Lillian Park, Esq.
ORACLE AMERICA, INC.
500 Oracle Parkway
Redwood City CA 94065
Telephone: (650) 506-5200
About Filmed Entertainment
Filmed Entertainment Inc. owns and operates the "Columbia House
DVD
Club," a direct-to-customer distributor of movies and television
series in the United States. FEI conducts its business through
physical catalogues and through the --
http://www.columbiahouse.com/Web site. FEI was historically
active in the musical compact disc business, but exited the music
business in 2010. Founded in 1955 as a division of CBS Inc. to
sell vinyl records and cassette tapes, FEI is a unit of Pride Tree
Holdings, Inc., which acquired FEI in December 2012.
On Aug. 10, 2015 FEI filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 15-12244) in Manhattan, New York. The case is pending
before the Honorable Shelley C. Chapman.
The Debtor tapped Griffin Hamersky P.C. as counsel, and Prime
Clerk
LLC as claims and noticing agent.
The Debtor estimated assets of $1 million to $10 million and debt
of $50 million to $100 million.
The U.S. Trustee for Region 2 appointed five creditors of Filmed
Entertainment Inc. to serve on the official committee of unsecured
creditors.
FILMED ENTERTAINMENT: Judge Sees Sale as Shield from Litigation
---------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that a New York
judge on Dec. 2, 2015, cast doubt on a proposed sale of Columbia
House's bankrupt corporate parent to a newly created company
controlled by the Debtor's chief executive, as creditors of the DVD
by mail business claim that the transaction is designed primarily
to insulate the company from potential litigation.
U.S. Bankruptcy Judge Shelly Chapman indicated throughout a court
hearing in Manhattan that she was far from approving a proposal to
have Columbia House parent Filmed Entertainment Inc. sold to an
affiliated company, Edge Line.
About Filmed Entertainment
Filmed Entertainment Inc. owns and operates the "Columbia House DVD
Club," a direct-to-customer distributor of movies and television
series in the United States. FEI conducts its business through
physical catalogues and through the --
http://www.columbiahouse.com/Web site. FEI was historically
active in the musical compact disc business, but exited the music
business in 2010. Founded in 1955 as a division of CBS Inc. to
sell vinyl records and cassette tapes, FEI is a unit of Pride Tree
Holdings, Inc., which acquired FEI in December 2012.
On Aug. 10, 2015 FEI filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 15-12244) in Manhattan, New York. The case is pending
before the Honorable Shelley C. Chapman.
The Debtor tapped Griffin Hamersky P.C. as counsel, and Prime Clerk
LLC as claims and noticing agent.
The Debtor estimated assets of $1 million to $10 million and debt
of $50 million to $100 million.
The U.S. Trustee for Region 2 appointed five creditors of Filmed
Entertainment Inc. to serve on the official committee of unsecured
creditors.
FILMED ENTERTAINMENT: Owners Accused of Using Biz as 'Piggy Bank'
-----------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that Columbia
House's corporate parent defended the potential sale of the
once-popular music club to an affiliated company called Edge Line
Ventures on Nov. 24, 2015, after unsecured creditors filed papers
in New York federal court accusing executives of having used the
business as a "personal piggy bank" before it fell into
bankruptcy.
Filmed Entertainment filed an objection to its unsecured creditors
committee's request to have the Chapter 11 case converted to a
Chapter 7. The dispute presents a new hurdle to the the Debtor's
proposal to sell.
About Filmed Entertainment
Filmed Entertainment Inc. owns and operates the "Columbia House
DVD
Club," a direct-to-customer distributor of movies and television
series in the United States. FEI conducts its business through
physical catalogues and through the --
http://www.columbiahouse.com/Web site. FEI was historically
active in the musical compact disc business, but exited the music
business in 2010. Founded in 1955 as a division of CBS Inc. to
sell vinyl records and cassette tapes, FEI is a unit of Pride Tree
Holdings, Inc., which acquired FEI in December 2012.
On Aug. 10, 2015 FEI filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 15-12244) in Manhattan, New York. The case is pending
before the Honorable Shelley C. Chapman.
The Debtor tapped Griffin Hamersky P.C. as counsel, and Prime
Clerk
LLC as claims and noticing agent.
The Debtor estimated assets of $1 million to $10 million and debt
of $50 million to $100 million.
The U.S. Trustee for Region 2 appointed five creditors of Filmed
Entertainment Inc. to serve on the official committee of unsecured
creditors.
HARSCO CORP: Fitch Maintains 'BB+' IDR, on CreditWatch Negative
---------------------------------------------------------------
Fitch Ratings has upgraded its rating on Harsco Corporation's
amended revolving credit facility (RCF), which is now secured, to
'BBB-/RR1' from 'BB+/RR4.' Fitch has also assigned a 'BBB-/RR1' to
the company's new secured term loan A. Fitch maintains Harsco's
long-term Issuer Default Rating (IDR) at 'BB+' and its senior
unsecured notes at 'BB+/RR4', and the ratings are on Rating Watch
Negative.
KEY RATING DRIVERS
Harsco has amended its $500 million unsecured credit facility,
resulting in a $600 million secured facility composed of a $350
million revolver and a $250 million term loan A. The maturity date
has been extended to June 2019.
The upgrade of the revolving credit facility and the rating of the
new term loan reflect the expected strong recovery due to the
collateral backing the facilities. This collateral includes the
capital stock of each direct subsidiary (65% of stock of foreign
subs) and substantially all of the company's tangible and
intangible assets. In addition, all of the company's domestic,
wholly-owned restricted subsidiaries guarantee the facilities. The
proceeds from the term loan will be used to repay borrowings on the
revolver, and there is no incremental debt.
Fitch placed Harsco's ratings on Rating Watch Negative following
the November 2015 announcement that the company is exploring the
separation of the Metals and Mining businesses.
The Negative Watch reflects Fitch's belief the potential separation
will reduce the diversification and scale of Harsco's revenues and
profitability, given the company's already small size and that the
Metals and Mining (M&M) segment represents roughly two-thirds of
revenues and one-third profitability on a trailing 12 month (TTM)
basis. Annual revenues will be $625 million to $675 million versus
roughly $1.8 billion on a pre-separation basis, while operating
profit margins will be in the low double digits, versus high single
digits presently.
The Negative Watch also incorporates uncertainty around the
ultimate capital structure and financial policies of the remaining
Harsco (Remainco), which will be comprised of the faster growing
and more profitable Rail and Industrials segments, as well as a
minority interest in the Brand joint venture (JV). Fitch believes
net proceeds from the separation may be constrained by weak demand
facing M&M's businesses and limited number of potential buyers,
reducing potential debt reduction at Remainco. Fitch expects to
resolve the Negative Watch upon the company's conclusion of the
review with a likely outcome of at least a one-notch downgrade.
Harsco's operating results for the quarter ended Sept. 30, 2015
were roughly in-line with Fitch's expectations, which included
ongoing weakness in steel production, energy markets affecting the
Industrials businesses and the timing of equipment sales in Rail.
Fitch expects Harsco's top line to remain pressured and decline by
low double digits in 2015. Nonetheless, ongoing cost reduction
actions, particularly in M&M, should mitigate a portion of the
impact on profitability, which Fitch estimates will decline in the
mid-teens for the year.
Given the weak demand environment, Fitch expects credit protection
measures will remain weak over at least the near term, with total
debt to operating EBITDA of 3.3 times (x) for the latest 12 months
(LTM) ended Sept. 30, 2015, versus 2.9x exiting 2014. Interest
Coverage (EBITDA to gross interest expense) should also remain
pressured, at 5.6x for the LTM ended Sept. 30, 2015, versus 6.5x
for 2014.
Harsco also reduced the per share dividend from $0.20 to $0.05 to
maximize financial flexibility within the context of the weak
demand environment. Fitch expects this, in conjunction with lower
capital spending, should enable Harsco to achieve break-even to
positive FCF through the intermediate term.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Metals segment returns to positive revenue growth in 2017
and reduces negative revenue growth to mid-single digits in
2016;
-- Longer-term revenue growth for Rail and Infrastructure are
+3%;
-- Harsco achieves targeted cost savings of $35 million to
$40 million in 2016, resulting in profit margin expansion
despite negative revenue growth through 2016;
-- Capital spending is 9% of revenues in 2016-2017, while
customer advances are flat at lower levels.
RATING SENSITIVITIES
Negative rating actions could occur if Fitch expects:
-- The company completes the separation of the M&M businesses,
given reduced scale and diversification; or
-- The company decides to not separate the M&M businesses and
Fitch expects total leverage will remain above 3x or
negative FCF through the intermediate term.
Although an unlikely outcome, the Negative Watch could be resolved
and ratings affirmed at current levels if Harsco:
-- Retains the M&M businesses; and
-- Commits to returning total leverage to 3x in the near term.
LIQUIDITY
Pro forma for the senior notes repayment and the amendment to the
credit facility, total liquidity at Sept. 30, 2015, was sufficient
and consisted of:
-- $58 million in cash and cash equivalents (the vast majority
of which was located outside the U.S.);
-- Around $250 million available under the $350 million senior
secured revolver expiring in 2019.
Fitch expects break-even to positive FCF through the intermediate
term should improve liquidity, given negative FCF in recent years.
FULL LIST OF RATING ACTIONS
Fitch maintains these ratings on Harsco Corporation:
-- Long-term IDR of 'BB+';
-- Senior unsecured debt of 'BB+/RR4';
Fitch has assigned this rating:
-- Senior secured term loan rated 'BBB-/RR1'.
Fitch has taken this rating action on Harsco Corporation:
-- Senior secured RCF upgraded to 'BBB-/RR1'from 'BB+/RR4'.
The Ratings are on Rating Watch Negative.
HAVERHILL CHEMICALS: Fifth Amended Budget Now Final Budget
----------------------------------------------------------
Haverhill Chemicals LLC submitted to the U.S. Bankruptcy Court for
the Southern District of Texas, Houston Division, its Agreement
with Administrative Agent, Bank of America, N.A., wherein they
agreed that effective Nov. 20, 2015, the Fifth Amended Budget will
become the Budget under the Final Order.
The Debtor and the Agent are authorized to amend the Budget by
written agreement, without further order of the Court, pursuant to
the Court's Final Order Authorizing Use of Cash Collateral Pursuant
to Section 363(c) of the Bankruptcy Code and Granting Adequate
Protection.
About Haverhill Chemicals
Haverhill Chemicals LLC owns and operated a chemical plant in
Haverhill, Ohio, to produce Phenol, Acetone, Bisphenol A (BPA) and
Alpha-Methylstyrene ("AMS") for sale to customers. The chemicals
are used to manufacture a wide variety of chemical intermediates,
including phenolic resins, paint, varnishes, pharmaceuticals,
film, epoxy resins, flame retardants, coatings and heat resistance
of polystyrene.
Haverhill Chemicals filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 15-34918) on Sept. 18, 2015, with a deal to sell
its Haverhill plant to ALTIVIA Petrochemicals, LLC, for $3
million, subject to higher or better bids.
The Debtor estimated assets of $1 million to $10 million and
liabilities of $100 million to $500 million.
The petition was signed by Paul Deputy, the chief financial
officer. The case is assigned to Judge Marvin Isgur.
Diamond McCarthy LLP serves as the Debtor's counsel.
On Sept. 29, 2015, the U.S. trustee overseeing the Debtor's Chapter
11 case appointed Marathon Petroleum Company LP, Pritchard
Electric Co., and CB&I Stone & Webster Construction Inc. to serve
on the official committee of unsecured creditors. The committee
is represented by Gardere Wynne Sewell LLP.
HOVENSA LLC: Refinery Assets Terms Sale to be Unveiled at Briefing
------------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that U.S. Virgin
Islands Gov. Kenneth E. Mapp unveiled details on Dec. 1, 2015, of a
proposd sale of bankrupt Hovensa's oil refinery assets to an
affiliate of ArcLight Capital Partners LLC that a Delaware
bankruptcy judge agreed to approve hours earlier, but barred anyone
from revealing certain aspects until the governor's announcement.
Speaking to reporters from the Government House in St. Thomas, Mapp
said that the deal, which must still be approved by the territory's
legislature, would see ArcLight affiliate Limetree Bay Holdings LLC
funnel a $220 million cash.
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.
INSTITUTIONAL MORTGAGE 2013-4: DBRS Confirms B Rating on Cl G Debt
------------------------------------------------------------------
DBRS Limited confirmed the ratings on Commercial Mortgage
Pass-Through Certificates, Series 2013-4 ssued by Institutional
Mortgage Securities Canada Inc., Series 2013-4 as follows:
-- Class A-1 at AAA (sf)
-- Class A-2 at AAA (sf)
-- Class X at AAA (sf)
-- Class B at AA (sf)
-- Class C at A (sf)
-- Class D at BBB (sf
-- Class E at BBB (low) (sf)
-- Class F at BB (sf)
-- Class G at B (sf)
All trends are Stable. DBRS does not rate the first loss piece,
Class H.
The rating confirmations reflect the current performance of the
transaction. The transaction closed in December 2013 and consists
of 33 fixed-rate loans secured by 37 commercial properties. Since
issuance, the transaction has experienced a collateral reduction of
4.3% as a result of scheduled amortization, with all of the
original 33 loans remaining in the pool. The transaction is
reporting a weighted-average (WA) debt service coverage ratio
(DSCR) of 1.90 times (x) and a WA debt yield of 13.6% based on
97.1% of the loans reporting YE2014 financials. The YE2014
performance metrics for the overall pool compares with the DBRS
underwritten (UW) term DSCR and term debt yield at issuance of
1.39x and 9.3%, respectively. The top 15 loans are also performing
well with a reported WA DSCR and WA debt yield as of YE2014 of
1.64x and 10.2%, respectively. Additionally, the top 15 loans
reported a healthy WA net cash flow growth of 14.8% at YE2014 from
the DBRS UW figures.
At the November 2015 remittance, there are two loans on the
servicer’s watchlist, representing 4.3% of the current pool
balance. The first loan, Prospectus ID#17 Place Toulon,
representing 2.2% of the current pool balance, is secured by a
78,717 square foot (sf) Class B office building with ground-floor
retail located in Montreal, Quebec. At YE2014, the property was
100% occupied. However, the loan has been placed on the watchlist
as the space occupied by the largest tenant, McGill University
(38.0% of NRA), has gone dark, bringing physical occupancy down to
62.0%. According to the servicer, it is expected that McGill
University will continue to pay rent until its lease expiration in
April 2017. Altus Insite shows a vacancy rate of 21.6% for the ten
Class B office buildings of similar size to the subject within the
Downtown-West Montréal market. As of YE2014, the DSCR for this
loan was 1.77x, which represents an increase in the DSCR from
YE2013 of 1.26x. Removing the revenue for the dark tenant implies
an approximate DSCR of 0.80x as based on the reported figures for
YE2014.
The second loan on the watchlist is Prospectus ID#18 Torbay Mall,
representing 2.2% of the current pool balance. This loan is secured
by an 83,175 sf neighbourhood shopping centre located in the City
of St. John’s, Newfoundland. The property is separated by two pad
sites with Shoppers Drug Mart and Tim Hortons that are on ground
leases. Similar to the Place Toulon loan, the space occupied by the
largest tenant, SNC-Lavalin (52.3% of NRA; rated BBB with a Stable
trend by DBRS), has gone dark. However, it is expected that they
will continue to pay rent until their lease expires in February
2018. SNC-Lavalin is an engineering and construction company
operating in the mining and metallurgy, oil and gas, power and
infrastructure industries. The company has been in a restructuring
phase over the past year as it works to cut costs in the midst of
falling energy prices. According to the servicer, SNC-Lavalin used
the leased space mostly as flex project development space. As of
the March 2015 rent roll, the subject was 98.8% leased with average
rental rates of $11.73 per sf. The DSCR for the loan at YE2014 was
2.37x, representing an increase from YE2013 of 1.79x. Removing the
revenue for the SNC-Lavalin space from the reported YE2014 figures
implies an approximate DSCR of 1.25x for this loan.
Both watchlisted loans are a part of the Toulon Roll-Up, which is
four separate loans secured by four properties within this
transaction. The four loans are cross-collateralized and
cross-defaulted and, when combined, make up the largest loan in the
pool, representing 10.5% of the current pool balance. The other two
loans in the roll-up are Prospectus ID#11 Place Rouanda,
representing 3.3% of the current pool balance, and Prospectus ID#13
Yarmouth Mall and Shoppes (Yarmouth), representing 2.9% of the
current pool balance. Place Rouanda is a 129,780 sf
grocery-anchored shopping centre located in the City of
Rouyn-Noranda in northwestern Québec, a market known for its
strong mining industry. This loan reports a YE2014 DSCR of 1.15x
compared with the DBRS UW DSCR of 1.27x. Yarmouth is a 239,268 sf
grocery-anchored shopping centre located in Yarmouth, Nova Scotia.
It is the only enclosed shopping centre within the town and as of
YE2014, the DSCR for the loan is 2.61x compared with the DBRS UW
DSCR of 1.80x. The WA DSCR of the roll-up based on as-is cash flow
at YE2014 is 1.98x with a WA debt yield of 11.2%. Even with the
elevated risks associated with the watchlisted loans, according to
the DBRS adjustments to the in-place cash flow to reflect the
potential loss of the respective dark tenants’ rents, the WA DSCR
is 1.50x. These loans are sponsored by Toulon Development
Corporation, which has been involved with the commercial real
estate industry for over 40 years with experience in Eastern Canada
and U.S. markets. These loans are non-recourse to the borrower.
DBRS will continue to monitor these loans closely and will provide
updates when they become available.
At issuance, DBRS shadow-rated one loan as investment grade:
Prospectus ID#1 Calloway Courtenay, representing 8.8% of the
current pool balance. DBRS confirms with this review that the
performance of this loan remains consistent with
investment-grade-loan characteristics.
ISTAR INCORPORATED: Moody's Affirms 'B2' Senior Unsecured Rating
----------------------------------------------------------------
Moody's Investors Service has affirmed iStar Inc.'s B2 senior
unsecured rating, as the REIT's operating performance and credit
metrics are consistent with expectations for the rating level. In
the same rating action, Moody's affirmed iStar Inc.'s Ba3 senior
secured credit facility rating, Caa1 preferred stock rating and B2
corporate family rating. The outlook for all ratings is stable.
The following ratings were affirmed with a stable outlook:
Senior Unsecured debt at B2
Preferred Stock at Caa1
Senior secured credit facility Tranche A2 at Ba3
Corporate family rating at B2
Senior unsecured debt shelf at (P) B2
Subordinated debt shelf at (P) Caa1
Preferred Stock debt shelf at (P) Caa1
RATINGS RATIONALE
iStar Inc.'s (iStar) credit profile continues to be meaningfully
influenced by its high leverage and modest fixed charge coverage.
However, the ratings reflects the REIT's expected sale of operating
portfolio assets and monetization of the land portfolio will result
in improved credit metrics.
iStar has a diversified commercial real estate platform with four
business lines including real estate lending, ownership of net
lease assets, an owned operating asset portfolio and a land
portfolio. The two large segments are real estate lending and net
lease assets. The operating asset portfolio includes well-leased-
stabilized assets that can be sold in the near term and
transitional assets with average occupancy of 59%. The 1.2 billion
land development portfolio includes seven projects in production
and 25 other projects in the development/predevelopment phase. Land
sales income would likely grow substantially over the next few
years, albeit from a small base and some projects require
additional investment.
The REIT's liquidity profile is modest relative to the $926 million
of debt maturing in 2016, including $400 million of convertible
debt, and another $1.2 billion is maturing in 2017. The REIT's cash
balance, $656 million at 3Q2015, and proceeds from loan repayments
and asset sales are likely to be the primary internal sources of
capital.
iStar's capital adequacy ratio, tangible common equity to tangible
managed assets not including accumulated depreciation, is
consistent with expectations for B rated entities. The net debt to
EBITDA ratio, EBITDA includes income generated from asset sales,
was 11.3x at 3Q2015. Fixed Charge coverage was 1.12x at 3Q2015 and
is lower than expectation for the rating level.
The stable rating outlook reflects our expectation that iStar will
continue to reduce the proportion of non-income generating assets
in the portfolio and the proportion of capital deployed in the
stable business lines of real estate lending and net lease assets
will increase over the next few years
Positive rating momentum is unlikely until the company is able to
execute a major portion of the strategic initiatives with regard to
its operating asset portfolio and land portfolio. Some factors
Moody's would focus on include i) material improvement in liquidity
with 24 month coverage ratio higher than 60% ii) fixed Charge
coverage, including preferred dividend, approaching 2.0x on a
sustained basis iii) net debt/EBITDA less than 10.0x and iv)
tangible common equity/tangible managed assets greater than 8.0%
The rating could be downgraded if (i) fixed charge coverage ratio
is below 1.2x on a sustained basis (ii) liquidity is weak (iii)
there is no significant reduction in proportion of non-income
generating/transitional assets (iv) net debt/EBITDA remains above
12.0x for a prolonged period and (v) tangible common
equity/tangible managed assets is below 4.0%.
JEFFERSON COUNTY PBA: S&P Hikes Rating on Revenue Warrants to CCC
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Jefferson
County Public Building Authority (PBA), Ala.'s lease revenue
warrants, supported by Jefferson County, two notches to 'CCC' from
'CC'. The outlook is stable.
The upgrade reflects Standard & Poor's opinion that the warrants
are not highly vulnerable to nonpayment at this time and that
default in 2016 is no longer a certainty. The rating service,
however, continues to believe the warrants are vulnerable to the
county's potential failure to make full debt service payments in
subsequent years.
"We believe we will likely not change the rating over the one-year
outlook period," said Standard & Poor's credit analyst Jim Tchou.
"We, however, could raise the rating if the county were to take
appropriate action to nullify its agreement with Ambac and if it
were to display a long-term willingness and capacity to meet its
financial commitment on the warrants. We also could lower the
rating if the county were to fail to budget for and make the full
payment on the warrants, which we view as a default."
While the rating service expects the county to pay 2016 debt
service in full with budgeted funds, it believes the risk of
default continues in subsequent years due to the current agreement
with Ambac.
The rating reflects Standard & Poor's view that the warrants are
impaired; this means a portion of the creditor's legal rights as
they pertain to the documents governing the debt have been
modified, which could range from a reduction in a creditor's right
to repayment to a technical change in the legal documents governing
the obligation.
A new lease agreement between the county and the authority; the
stipulation; a first supplemental trust indenture dated Jan. 1,
2013; and a form of endorsement from Ambac Assurance Corp. for its
bond insurance policy related to the warrants govern the series
2006 warrants.
JW RESOURCES: Claims Bar Date Set for December 21
-------------------------------------------------
The Hon. Gregory R. Schaaf of the U.S. Bankruptcy Court for the
Eastern District of Kentucky set Dec. 21, 2015, at 4:00 p.m. as the
deadline for persons or entities to file proofs of claim against JW
Resources Inc. and its debtor-affiliates.
About JW Resources
JW Resources Inc. and its subsidiaries are U.S. producers of
thermal coal with mineral reserves, mining operations and coal
properties located in the Central Appalachian ("CAPP") regions of
Kentucky. JW acquired the thermal coal mining operations of Xinergy
in eastern Kentucky for $47.2 million in February 2013. JW's
business operations comprise what is known as the "Straight Creek"
operations located in Bell, Leslie and Harlan Counties, Kentucky,
and the "Red Bird" operations located in Bell, Leslie, Knox, and
Clay Counties, Kentucky. JW Resources is the parent and sole
shareholder of SCRB Properties, Inc., Straight Creek Coal Mining,
Inc. and SCRB Processing, Inc.
JW Resources and its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. E.D. Ky. Lead Case No. 15-60831) in London,
Kentucky on June 30, 2015.
The Debtors tapped Frost Brown Todd LLC as counsel, and Energy
Ventures Analysis, Inc., as sale advisor.
JW Resources estimated $1 million to $10 million in assets and $50
million to $100 million in debt. Straight Creek estimated $10
million to $50 million in assets and $50 million to $100 million in
debt.
LEHMAN BROTHERS: Moore Capital Slams Withdrawal Move in $20M Suit
-----------------------------------------------------------------
Cara Salvatore at Bankruptcy Law360 reported that Moore Capital
Management LLC asked a New York bankruptcy court on Nov. 24, 2015,
to turn Lehman Brothers Holdings Inc.'s withdrawal of claims in a
$20 million fight over swap agreements into a with-prejudice
dismissal, after Lehman allegedly wasted 18 months' worth of
Moore's time and money.
Moore agrees with Lehman that certain of Lehman's claims should be
tossed. But it filed a rival dismissal order on Nov. 24, that
would add the "with prejudice" element to the dismissal of some
valuation claims.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/--
was the fourth largest investment bank in the United States.
For more than 150 years, Lehman Brothers has been a leader in
the global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
* * *
In October 2015, Lehman made its eighth distribution to creditors,
bringing Lehman's total distributions to unsecured creditors to
approximately $105.4 billion including (1) $77.2 billion of
payments on account of third-party claims, which includes
non-controlled affiliate claims and (2) $28.2 billion of payments
among the Lehman Debtors and their controlled affiliates.
As of September 2015, the trustee in charge of LBI has returned
around $7.65 billion to the defunct brokerage's unsecured
creditors, a recovery of about 35 cents on the dollar.
LIFECARE HOLDINGS: IRS Won't Challenge Loss Over $24M Tax Bill
--------------------------------------------------------------
Y. Peter Kang at Bankruptcy Law360 reported that the federal
government told the Third Circuit on Nov. 23, 2015, that it has
decided not to pursue its challenge over LifeCare Holdings Inc.'s
$320 million bankruptcy sale to Carlyle Group LP that purportedly
stiffed the Internal Revenue Service for $24 million in capital
gains taxes.
A U.S. Department of Justice attorney said after mulling over
whether to seek Third Circuit reconsideration of its appeal, the
government has decided against asking for a panel rehearing or
rehearing of the full appeals court.
About LifeCare
LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states. The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada. LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a
$570 million acquisition in August 2005.
LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.
Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor. Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.
The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP. The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.
The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012. As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans. A total of $353.4 million is owing
under the prepetition secured credit facility. A total of
$128.4 million is owing on senior subordinated notes. LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.
The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP. FTI Consulting, Inc., serves
as its financial advisor.
LLS AMERICA: Court Orders $25K Judgment Against Connie Konsulis
---------------------------------------------------------------
In a Judgment dated November 19, 2015, which is available at
http://is.gd/52IGL0from Leagle.com, Chief District Judge Rosanna
Malouf Peterson of the U.S. District Court for the Eastern District
of Washington ordered that Plaintiff, Bruce P. Kriegman, solely in
his capacity as Liquidating Trustee of LLS America, LLC, as
consolidated, is awarded Judgment totaling $25,748, against
defendant Connie Konsulis, as follows:
a. Judgment $25,003;
b. Prejudgment interest (0.47%) $745 per annum from July 21,
2009 to November 19, 2015 - 2,315 days)
c. Plus post-judgment interest from the date of Judgment until
fully paid at the federal rate of 0.23% per annum as of
10/16/2015.
Judge Malouf also held that all proofs of claim filed by Connie
Konsulis in the Debtor's bankruptcy or any claims that may
hereafter arise are disallowed unless and until the avoided
transfers paid to Connie Konsulis are returned to the Trustee.
The adversary case is BRUCE P. KRIEGMAN, solely in his capacity as
court-appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff,
v. ANGELA MIRROW, et al., Defendants, NO. 2:14-CV-268-RMP (E.D.
Wash.).
The bankruptcy case is In Re LLS AMERICA, LLC, Debtor, BANKR. CASE
NO. 09-06194-PCW11. (Bankr. E.D. Wash.).
Bruce P Kriegman, Plaintiff, represented by Daniel J Gibbons, Esq.
-- DJG@witherspoonkelley.com -- Witherspoon Kelley, Michael John
Kapaun, Esq. -- MJK@witherspoonkelley.com -- Witherspoon Kelley,
Michael Lee Loft, Esq. -- MLL@witherspoonkelley.com -- Witherspoon
Kelley, Ross P White, Esq. RPW@witherspoonkelley.com -- Witherspoon
Kelley Davenport & Toole, Shelley N Ripley, Esq. --
SNR@witherspoonkelley.com -- Witherspoon Kelley & Thomas Dean
Cochran, TDC@witherspoonkelley.com -- Witherspoon Kelley Davenport
& Toole.
Matthew Bowolin, Defendant, Pro Se.
Connie Konsulis, Defendant, Pro Se.
Shanna Bowolin, Defendant, Pro Se.
About LLS America
LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business. Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe. The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster. Investors claimed Ms. Nelson
operated a Ponzi scheme. Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers. American and Canadian investors bought
notes worth US$29 million and another C$26,000,000. However, the
investors received no payments after March 2009.
One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.
LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle. Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts. The petition was signed by Ralph Gamble,
CEO
of the Company.
The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194). Charles Hall was appointed as examiner
in the case.
MARION ENERGY: Case Dismissed for Lack of Activity
--------------------------------------------------
Judge Joel T. Marker of the U.S. Bankruptcy Court for the District
of Utah dismissed debtor Marion Energy Inc.'s chapter 11 case.
Judge Marker had asked the Debtor to show cause why its Chapter 11
case should not be dismissed, given the lack of activity on the
docket and the Debtor's failure to file monthly operating reports.
The Debtor responded that while the Court was correct in stating
that there has been substantially no activity on the docket of its
chapter 11 case since the closing of the sale of the Debtor's
assets to its secured creditor, Castlelake L.P. on June 1, 2015,
its counsel and Castlelake's counsel have had a series of tasks to
perform before closing the Debtor's case. The Debtor contended
that these tasks include: (a) the preparation and filing of fee
applications for the Debtor's professionals; (b) approval of fees
by Castlelake; (c) financial reporting; (d) the determination of
the amount to be refunded from overpaying the U.S. Trustee Fees;
and (e) account reconciliation.
Marion Energy is represented by:
J. Thomas Beckett, Esq.
Brian M. Rothschild, Esq.
PARSONS BEHLE & LATIMER
201 South Main Street, Suite 1800
Salt Lake City, UT 84111
Telephone: (801)532-1234
Facsimile: (801)536-6111
E-mail: TBeckett@parsonsbehle.com
Brothschild@parsonsbehle.com
About Marion Energy
Marion Energy Inc. is a Texas corporation engaged in exploration
and production of natural gas in the State of Utah. Marion's core
operation is a producing gas field located in Carbon and Emery
Counties, Utah (the "Clear Creek Field"). The company also holds
smaller, currently unproductive acreage positions in the Helper
and Roan Cliffs area near Helper, Utah (the "Helper Field").
Its parent is Australia-based Marion Energy Limited (ASX:MAE).
Marion Energy Limited -- http://www.marionenergy.com.au/--is
principally engaged in investment in oil and gas projects and the
identification and assessment of new opportunities in the oil and
gas industry in Texas, Utah and Oklahoma in the United States of
America.
Marion Energy Inc. sought Chapter 11 bankruptcy protection (Bankr.
D. Utah Case No. 14-31632) in Salt Lake City, Utah on Oct. 31,
2014. The Debtor estimated assets and debt of $100 million to $500
million. The Debtor has tapped Parsons Behle & Latimer as
attorneys.
OFFSHORE GROUP: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Vantage Delaware Holdings, LLC 15-12421
777 Post Oak Road, Suite 800
Houston, TX 77056
Offshore Group Investment Limited 15-12422
Vantage Deepwater Drilling, Inc. 15-12423
Vantage Driller ROCO S.R.L. 15-12424
Vantage Holdings Cyprus ODC Limited 15-12425
P.T. Vantage Drilling Company Indonesia 15-12426
Vantage Drilling (Malaysia) I Sdn. Bhd. 15-12427
Vantage Drilling Labuan I Ltd. 15-12428
Dragonquest Holdings Company 15-12429
Emerald Driller Company 15-12430
P2020 Rig Co. 15-12431
P2021 Rig Co. 15-12432
Sapphire Driller Company 15-12433
Vantage Deepwater Company 15-12434
Vantage Driller III Co 15-12435
Vantage Driller VI Co. 15-12436
Vantage Drilling Africa 15-12437
Vantage Holdings Malaysia I Co. 15-12438
Vantage International Management Co. 15-12439
Vantage Drilling Netherlands B.V. 15-12440
Vantage Driller I Co 15-12441
Vantage Driller IV Co. 15-12442
Vantage Driller II Co 15-12443
Vantage Holding Hungary Kft. 15-12444
Type of Business: Offshore drilling company operating a fleet of
modern, high-specification drilling units.
Chapter 11 Petition Date: December 2 & 3, 2015
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Debtors' Ray C. Schrock, P.C.
Counsel: Ronit J. Berkovich, Esq.
Gabriel A. Morgan, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153
Tel: (212) 310-8000
Email: schrock@weil.com
ronit.berkovich@weil.com
gabriel.morgan@weil.com
Debtors' Daniel J. DeFranceschi, Esq.
Co-Counsel: Zachary I. Shapiro, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square, P.O. Box 551
Wilmington, DE 19899
Tel: 302 651-7700
Fax: 302-651-7701
Email: defranceschi@rlf.com
shapiro@rlf.com
Debtors' LAZARD FRERES & CO. LLC
Investment
Banker:
Debtors' ALVAREZ & MARSAL NORTH AMERICA, LLC
Restructuring
Advisor:
Debtors' EPIQ BANKRUPTCY SOLUTIONS, LLC
Claims and
Noticing
Agent:
Estimated Assets: $1 billion to $10 billlion
Estimated Debts: $1 billion to $10 billion
The petition was signed by Christopher G. DeClaire, authorized
officer.
List of Vantage Delaware's 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Cortland Capital Market Services Term Loan Undetermined
LLC, as Administrative Agent
Cortland Capital Market Services Term Loan Undetermined
LLC, as Administrative Agent
Wells Fargo Bank, N.A., Notes Undetermined
as Indenture Trustee
Wells Fargo Bank, N.A. Notes Undetermined
as Indenture Trustee
3C Metal Middle East FZE Trade Payable $1,942,418
Plot MO0629, Jebel, Ali Free
Zone, Dubai
United Arab Emirates
Tel: +971 (0) 4 8830682
Fax: +971 (0) 4 8830683
Email: office@3cmetalme.com
MDO-Services, SARL Trade Payable $386,402
BP 2276
Port Gentil, 2276
Gabon
Tel: 241 01 55 83 85
Fax: 241 01 55 83 84
Email: math_15@yahoo.fr/
mdoservices@aol.fr
STX Service Americas, LLC Trade Payable $144,071
MHWIRTH AS Trade Payable $126,945
Inter Continental DES Services Trade Payable $109,337
AMOSCO (Gabon) Trade Payable $87,854
Sense of Siam International Trading Trade Payable $74,847
Daron ShipChandler Trade Payable $53,080
Kesuma Shipping SDN Bhd Trade Payable $49,742
Panalpina Transport Mondiaux Gabon Trade Payable $48,662
Norsafe Marine & Offshore Services Trade Payable $44,847
RST Global Solutions Gulf of Mexico Trade Payable $36,647
STE Manutrans Trade Payable $32,618
Panalpina World Transport (S) PTE L Trade Payable $31,245
Fugro Seastar AS Trade Payable $30,000
Vallorec Asia Pacific Corp. PTE Ltd. Trade Payable $29,920
Manager Universel Sarlu Trade Payable $29,238
Weatherford Asia Pacific PTE Ltd Trade Payable $28,993
Bayong Resources SDB BHD Trade Payable $28,910
Bayong Services SDN BHD Trade Payable $27,677
Marine Supply & Ship Services Trade Payable $26,844
EAAA Trade Payable $24,847
SCHLUMBERGER OVERSEAS SA Trade Payable $23,054
PricewaterhouseCoopers Tax Trade Payable $18,882
Advisors
RPS Energy Services Pty Ltd. Trade Payable $18,084
Gates Engineering & Services Trade Payable $16,700
Pte Lt
OFFSHORE GROUP: Files for Chapter 11 with Prepackaged Plan
----------------------------------------------------------
International offshore drilling companies Offshore Group Investment
Limited and 23 of its affiliates sought Chapter 11 bankruptcy
protection in Delaware with the support of holders of approximately
90% of the outstanding principal amount of the Debtors' secured
revolving credit facility and 59% of the outstanding principal
amount of the Debtors' secured term loans and secured notes.
The Debtors' principal business is to contract their drilling
units, related equipment, and work crews to drill underwater oil
and natural gas wells for major, national, and independent oil and
natural gas companies. The Debtors operate in numerous countries
including the Republic of the Congo, Gabon, India, Indonesia,
Luxembourg, Malaysia, Singapore, the Republic of South Korea,
Thailand, the United Arab Emirates, and the United States.
As of Nov. 23, 2015, the Debtors employed approximately 190
full-time employees worldwide.
Christopher G. Declaire, chief administrative officer and
co-founder of Vantage Drilling Company, said the rapid and
unexpected decline in oil prices which began in the summer of 2014
led to a significant decline in demand for offshore drilling
services as the Debtors' customers implemented severe reductions in
capital spending. According to Mr. Declaire, the significant and
sustained drop in oil prices and related contraction of demand for
offshore drilling services, coupled with certain unfortunate and
unforeseeable events, caused uncertainty regarding the viability of
the Debtors' leveraged capital structure in the long term.
The unaudited and consolidated financial statements of Vantage
Parent and its Debtor and non-Debtor subsidiaries for the nine
months ended Sept. 30, 2015, reflected total revenues of
approximately $638,402,000 and a net loss of $6,054,000. As of
Sept. 30, 2015, the Vantage Group's unaudited and consolidated
financial statements reflected assets totaling approximately
$3,507,372,000 and liabilities totaling approximately
$2,954,141,000.
The Vantage Group's significant prepetition indebtedness includes
secured financing obligations in the amount of approximately
$2,642,600,000, unsecured financing obligations in the amount of
approximately $87.7 million, and, as of Sept. 30, 2015, trade debt
in the amount of approximately $48.2 million.
Restructuring Support Agreement
The Debtors said that through extensive negotiation over the past
several months, they built consensus around the terms of a
comprehensive financial restructuring. Ultimately, on Dec. 1,
2015, the Debtors and Vantage Parent entered into a restructuring
support agreement pursuant to which a majority of the Debtors'
secured creditors have agreed, among other things, to support a
deleveraging transaction implemented through the (i) liquidation of
Vantage Drilling Company, a non-debtor publicly-traded parent
company of OGIL, under the laws of the Cayman Islands, its place of
incorporation, pursuant an official liquidation proceeding and (ii)
an expedited reorganization of OGIL and the other Debtors under
Chapter 11 of the Bankruptcy Code pursuant to the Joint Prepackaged
Chapter 11 Plan of Offshore Group Investment Limited and Its
Affiliated Debtors.
The effect of the restructuring on the Debtors' capital structure:
Current Reorganized
------- -----------
$200 million 1st Lien (1st Out) $143 million 1st Lien
Revolver and L/C Facility Revolver + $32 million L/C
($150mm drawn)+ $22.9m in Facility (unless refinanced
undrawn letters of credit) by an alternative facility)
$500 million 1st Lien Term $76 million 2nd Lien Notes
Loan due 2017 (from Rights Offering)
$350 million 1st Lien Term $750 million 3rd Lien
Loan due 2019 Convertible PIK Notes
$1.150 billion 1st Lien Notes Shares held by former
due 2019 holders of 1st Lien Term
Loans and 1st Lien Notes
(and a portion by Vantage
Parent)
$775 million 1st Lien Notes due 2023
Shares held by Vantage Parent
Among the milestones contained in the Restructuring Support
Agreement is a deadline for the entry of an order by the
Bankruptcy Court approving the Disclosure Statement and the
solicitation procedures and confirming the Prepackaged Plan within
60 calendar days after the Petition Date. To meet this deadline,
the Debtors have proposed the following timetable for these Chapter
11 cases:
Commencement of Solicitation December 2, 2015
Petition Date December 3, 2015
Mailing of Combined Notice and December 7, 2015
Rights Offering Launch
Plan Voting Deadline and Rights December 31, 2015
Expiration Time
Objection Deadline January 7, 2016
Reply Date (if any) January 13, 2016
Combined Hearing January 14, 2016
Prepackaged Plan
Prior to the Petition Date, the Debtors commenced a solicitation of
votes on the Prepackaged Plan by distributing the Disclosure
Statement for Joint Chapter 11 Plan of Offshore Group Investment
Limited and Its Affiliated Debtors pursuant to Sections 1125 and
1126(b) of the Bankruptcy Code to holders of impaired claims
entitled to vote in favor of the Prepackaged Plan. The Debtors
intend that their solicitation of votes on the Prepackaged Plan
continue after the Petition Date. In light of the Restructuring
Support Agreement, the Debtors expect that the votes tabulated and
received from all classes entitled to vote will be sufficient to
confirm the Prepackaged Plan.
There are two primary creditor groups whose claims are impaired
and, therefore, whose acceptances have been solicited: (i) claims
arising out of OGIL's secured Revolving Credit Facility, and (ii)
claims arising out of OGIL's 2017 Secured Term Loan Agreement, 2019
Secured Term Loan Agreement, 7.125% Secured Notes Indenture, and
7.5% Secured Notes Indenture.
The Prepackaged Plan does not impair the Debtors' trade or other
creditors and the Debtors intend to continue paying general
unsecured claims in the ordinary course of business, subject to
approval of the Bankruptcy Court.
The Prepackaged Plan provides that each holder of an Allowed
Revolving Credit Facility Claims will receive, on the Effective
Date, at the option of the Debtors or Reorganized Debtors, as
applicable, its pro rata share of (i) payment in full in cash to
the extent the Debtors elect to refinance the Revolving Credit
Facility in its entirety with one or more third-facility and, in
the case of the holders of Allowed Revolving Credit Facility Claims
(other than the issuer of any letter of credit under the Revolving
Credit Agreement), a payment of $7 million in cash.
The Prepackaged Plan further provides that each holder of an
Allowed Secured Debt Claim will receive, on the Effective Date: (i)
its pro rata share of $750 million in New Secured Convertible PIK
Notes; (ii) up to its pro rata share of $75 million in New Second
Lien Notes to be issued in a; and (iii) its pro rata share of the
new common shares of reorganized OGIL, subject to dilution by New
Common Shares issued to certain other parties-in-interest. The New
Secured Convertible PIK Notes, which are convertible by Reorganized
OGIL into New Common Shares under various circumstances, will be
"stapled" to (and thus only transferred with) a holder's New Common
Shares.
In addition, to obtain necessary additional capital for the
reorganized Debtors, OGIL will, after approval of certain rights
offering procedures by the Bankruptcy Court, launch a Rights
Offering with an aggregate offering amount of up to $75 million,
pursuant to which the holders of Secured Debt Claims will be
entitled to receive their pro rata share of subscription rights to
acquire $75 million of new Senior Secured Second Lien Notes. It is
expected that, shortly after the Petition Date, OGIL will enter
into a backstop agreement with certain holders of Secured Debt
Claims pursuant to which the Backstop Parties will backstop the
Rights Offering to ensure the reorganized Debtors receive the
benefit of the Rights Offering.
The Debtors said they expect to progress expeditiously toward
confirmation of the Prepackaged Plan and emergence from Chapter 11
as a stronger, more competitive business with genuine long-term
growth prospects.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/8_OFFSHORE_DS.pdf
First Day Motions
On the Petition Date, the Debtors filed multiple motions seeking
authority from the Bankruptcy Court to, among other things,
maintain their operations in the ordinary course, use existing cash
management system, pay unsecured claims in the ordinary course,
provide adequate assurance of payment for postpetition utility
services, and pay employee compensation.
A copy of the declaration in support of the First Day Motions is
available for free at:
http://bankrupt.com/misc/17_OFFSHORE_Declaration.pdf
About Offshore Group
Offshore Group Investment Limited, et al., filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No.
15-12421) on Dec. 3, 2015. Christopher G. DeClaire signed the
petitions as authorized officer.
The Debtors have engaged Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A. as co-counsel; Lazard Freres & Co.
LLC as investment banker; Alvarez & Marsal North America, LLC, as
restructuring advisor; and Epiq Bankruptcy Solutions, LLC as claims
and noticing agent.
OFFSHORE GROUP: Statement on Bankruptcy Filing
----------------------------------------------
Vantage Drilling Company and Offshore Group Investment Limited and
its subsidiaries on Dec. 2 disclosed that they had reached
agreement on a plan to substantially deleverage OGIL's capital
structure with holders of approximately $1.45 billion, or
approximately 59%, of its secured notes and term loans as well as
holders of approximately 90% of its senior secured asset backed
loan facility. Existing term loan lenders and secured noteholders
will have the opportunity to participate in a rights offering for
$75 million of new second lien secured financing. This new capital
commitment will be backstopped pursuant to an agreement to be
entered into by certain of Vantage's existing creditors.
Among other things, the Plan provides for a debt-for-equity swap
that will result in existing term loan lenders and secured
noteholders converting their loans and notes into equity and a pro
rata share of $750 million of senior subordinated notes. The new
notes will pay interest through the issuance of additional notes
(PIK Notes) and will have no cash interest rate burden. Vantage's
and OGIL's asset backed revolving credit facility lenders have
agreed to extend the maturity of that facility through December
2019, convert revolving loans into term loans and offer the company
access to a $32 million letter of credit facility. All customer,
vendor and employee obligations associated with the ongoing
business will remain unaffected.
To implement the Plan, and having now secured the support of the
holders of OGIL's debt referenced above in favor of the
deleveraging transaction through comprehensive support agreements,
OGIL and its subsidiaries have begun to solicit votes on a
prepackaged plan of reorganization. OGIL expects to commence cases
in the United States Bankruptcy Court for the District of Delaware
on December 3, 2015. Separate proceedings in connection with
winding down the parent holding company will be commenced in the
Cayman Islands. OGIL's prepackaged chapter 11 case will proceed to
conclusion separate from Vantage's Cayman Islands proceedings. Any
parties holding claims against Vantage directly, including its
shareholders, are expected to have their claims addressed as part
of the Cayman Islands proceedings. OGIL intends to request
Bankruptcy Court confirmation of its plan in mid-January 2016.
"Vantage and OGIL have been working on a path forward to deleverage
its capital structure and take advantage of market opportunities
with a strong balance sheet in light of market conditions, and we
are extremely pleased to have our senior debtholders support the
company to accomplish these goals, position ongoing operations for
the long-term as well as to provide additional capital to
supplement our solid liquidity position." said Paul Bragg, Vantage
and OGIL Chief Executive Officer. "The actions we are announcing
today represent the culmination of those efforts. The agreement
we've reached with our lenders and noteholders will eliminate more
than $152 million of annual cash interest expense and position us
with a strong, deleveraged balance sheet expected to have more than
$242 million of cash on hand."
Bragg continued, "Our operations around the world are not being
impacted and we will continue to provide our customers with the
industry-leading expertise and safe, efficient drilling services,
as is our norm. The senior management team and I greatly
appreciate the loyalty and support of our employees, whose
dedication and hard work are critical to our success and integral
to our future."
Weil, Gotshal & Manges LLP is serving as legal counsel and Lazard
Freres & Co. LLC is serving as financial advisor to Vantage and
OGIL. Maples and Calder is serving as Cayman Islands counsel to
Vantage and OGIL. Alvarez and Marsal is providing financial
advisory services to OGIL.
About Vantage
Vantage, a Cayman Islands exempted company, is an offshore drilling
contractor, with an owned fleet of three ultra-deepwater drillships
the Platinum Explorer, the Titanium Explorer and the Tungsten
Explorer, as well as four Baker Marine Pacific Class 375
ultra-premium jackup drilling rigs. Vantage's primary business is
to contract drilling units, related equipment and work crews
primarily on a dayrate basis to drill oil and natural gas wells.
Vantage also provides construction supervision services for, and
will operate and manage, drilling units owned by others. Through
its fleet of seven owned drilling units, Vantage is a provider of
offshore contract drilling services globally to major, national and
large independent oil and natural gas companies.
PASTA BAR BY SCOTTO: 750 Food LLC Wins Ch. 11 Dismissal Bid
-----------------------------------------------------------
750 Food LLC filed a motion asking the United States Bankruptcy
Court for the Southern District of New York to dismiss Pasta Bar by
Scotto II, LLC's Chapter 11 case.
The Debtor is a New York Limited Liability Company. It is
undisputed that John Scotto, the managing member of the Debtor, and
750 Food each hold a 50% membership interest in the LLC. The
chapter 11 petition was filed on October 12, 2015, and was signed
by Scotto. 750 Food moves to dismiss the chapter 11 case arguing
that the case must be dismissed because the filing of the chapter
11 petition was a "Major Decision" under the express terms of the
Debtor's Operating Agreement, which required a supermajority vote
of 75% of the membership interests, which was never obtained.
The Dismissal Motion is supported by the declaration of Hersel
Torkian. The Debtor filed an opposition to the Dismissal Motion.
There is also a pending motion to lift the automatic stay, filed by
the Debtor's landlord, an entity related to 750 Food, to permit the
landlord to move forward with a state court summary nonpayment
proceeding. The landlord alleges prepetition rental arrears
exceeding $380,000, as well as postpetition rental arrears
exceeding $124,000. The Debtor opposes the Lift Stay Motion as
well.
Judge Martin Glenn of the United States Bankruptcy Court, S.D. New
York granted 750 Food LLC's Dismissal Motion and denied the
separate motion filed by the landlord to lift the automatic stay as
moot.
The case is In re: PASTA BAR BY SCOTTO II, LLC, Debtor, CASE NO.
15-12766 (MG).
A full-text copy of the Memorandum Opinion and Order dated November
19, 2015 is available at http://is.gd/mqZYYhfrom Leagle.com.
Pasta Bar by Scotto II, LLC, Debtor, is represented by:
Ralph E. Preite, Esq.
SICHENZIA ROSS FRIEDMAN FERENCE LLP
61 Broadway
New York, NY 10006
Phone: (212) 930-9700
Email: rpreite@srff.com
PERIODONTAL CARE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Periodontal Care Center, PLLC
100 Springhouse Court, Suite 220
Hendersonville, TN 37075
Case No.: 15-08656
Nature of Business: Health Care
Chapter 11 Petition Date: December 2, 2015
Court: United States Bankruptcy Court
Middle District of Tennessee (Nashville)
Judge: Hon. Keith M Lundin
Debtor's Counsel: Elliott Warner Jones, Esq.
EMERGE LAW PLC
2021 Richard Jones Rd
Suite 240
Nashville, TN 37215
Tel: 615-953-2629
Email: elliott@emergelaw.net
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jean-Max Jean-Pierre, owner/member.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
PERMIAN HOLDINGS: S&P Cuts Rating to CCC+ on Weaked Fin'l Measures
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Dallas-based oilfield services company Permian Holdings Inc. to
'CCC+' from 'B-'. The rating outlook is negative. S&P also
lowered its issue-level rating on the company's senior secured debt
to 'CCC+' from 'B-' and revised the recovery rating to '4' from '3'
indicating S&P's expectation of average (low end of the 30% to 50%
range) recovery in the event of a default.
"The downgrade reflects Standard & Poor's reduced revenue and
EBITDA margin assumptions for Permian over the next three years,
given the further deterioration in the market for oilfield
services," said Standard & Poor's credit analyst David Lagasse.
"The negative outlook reflects our view that Permian's liquidity
could materially weaken if market conditions erode beyond our
current expectations," he added.
The ratings on Permian Holdings reflect S&P's assessments of its
"vulnerable" business risk, "highly leveraged" financial risk, and
"adequate" liquidity, as defined in S&P's criteria. These, in
turn, reflect S&P's assessment of the company's limited scale of
operations; participation in the highly competitive and cyclical
market for oilfield services and, in particular, well-site storage
tanks; and high interest expense burden. The ratings also reflect
Permian's very low capital spending requirements and expected
generation of positive working capital that should support
liquidity over the next 12 months.
The negative outlook reflects the potential that Permian's
liquidity could weaken to "less than adequate."
S&P could lower the ratings if liquidity weakened such that it
expected the company would be unable to meet its financial
obligations. This could occur if market conditions remain weak for
longer than S&P's current assumptions.
S&P could revise the outlook to stable if Permian were to reduce
debt leverage below 7x and/or FFO to debt was above 5%, with the
expectation of further improvement, while maintaining "adequate"
liquidity. Such an event would likely be in conjunction with
improving market conditions.
QUIKSILVER INC: Deloitte & Touche Approved as Independent Auditor
-----------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized Quiksilver Inc., et al., to employ
Deloitte & Touche LLP as independent auditor nunc pro tunc to the
Petition Date.
Deloitte & Touche is expected to, among other things:
a) perform an integrated audit of financial statements in
accordance with the standards established by the Public Company
Accounting Oversight Board (United States);
b) provide opinions on the fairness of the presentation of the
Company's financial statements for the year ending Oct. 31, 2015,
in conformity with generally accepted accounting principles; and
c) provide opinions on the effectiveness of the Company's
internal control over financial reporting as of Oct. 31, 2015,
based on the criteria established by the Committee of Sponsoring
Organizations of the Treadway Commission.
The services may also include accounting and financial reporting
research and consultation related to, among other things, the
restructuring and related financing activities customarily provided
by the independent auditor as may be required in large and complex
chapter 11 cases like these cases that were not specifically
referenced in the Engagement Letter.
The Debtors will coordinate with Deloitte & Touche and the Debtors'
other professionals to minimize unnecessary duplication of efforts
among the Debtors' professionals.
The hourly rates of personnel expected to be in the engagement
are:
Personnel Classification Hourly Rates
------------------------ ------------
Partner/Principal/Director $260 - $650
Senior Manager $215 - $450
Manager $190 - $400
Senior Staff $160 - $325
Staff $125 - $250
Deloitte & Touche estimates that its fees for the Services other
than the out of scope services will be between $1,581,000 and
$1,632,000. Fees for the Out of Scope Services are expected to be
between $55,000 and $132,000.
To the best of the Debtors' knowledge, Deloitte & Touche is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
Van C. Durrer, II, at Skadden, Arps, Slate, Meagher & Flom LLP,
counsel for the Debtor filed a certification in relation to the
application to employ Deloitte & Touche.
About Quiksilver Inc.
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 Debtors' First Amended Joint Chapter 11 Plan of Reorganization
provides that on the effective date, Reorganized Quiksilver will
issue new common stock to be distributed as follows: (a) first, 19%
to holders of Allowed Secured Notes Claims; (b) second, up to 77%
to Rights Offering Participants; and (c) third, 4% to the Backstop
Parties. As of the Effective Date, the anticipated value of the
New Quiksilver Common Stock will be approximately $276 million.
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. The Committee tapped Akin Gump
Strauss Hauer & Feld LLP, and Pepper Hamilton LLP as its co-counsel
as co-counsel; Province Inc. as its financial advisor and PJT
Partners Inc. as investment banker.
QUIKSILVER INC: Incentive Pay Approved for 17 Key Employees
-----------------------------------------------------------
Jeff Montgomery at Bankruptcy Law360 reported that a Delaware
bankruptcy judge approved disputed incentive and retention pay
plans for 17 key employees of sportswear retailer Quiksilver Inc.
on Dec. 1, 2015, as the company moved closer to what is expected to
be a hotly contested Chapter 11 confirmation plan early next year.
Quiksilver attorney Van C. Durrer II, of Skadden Arps Slate Meagher
& Flom LLP, told U.S. Bankruptcy Judge Brendan L. Shannon that
disclosure statement details were still evolving during a hearing
in Wilmington on Dec. 1.
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.
QUIKSILVER INC: US Trustee Balks at Employee Bonus Plans
--------------------------------------------------------
BankruptcyData reported that the U.S. Trustee assigned to the
Quicksilver case filed with the U.S. Bankruptcy Court an objection
to the Debtors' motion to implement a key employee incentive plan
(KEIP) and key employee retention plan (KERP).
The objection explains, "The Debtors have not produced any evidence
that the performance targets under the KEIP provide a bona fide
incentive that is difficult to reach; they may have actually set
the performance bar too low. If the targets are within easy reach,
participants will not be required to 'stretch' to reach it.
Whether one characterizes the minimum target as a 'lay-up'...or
simply 'not difficult to reach,' the performance targets for the
KEIP may be too easy to reach and virtually risk-free to the KEIP
Participants. The Emergence metric -- emergence from bankruptcy
through the effectiveness of any plan of reorganization or the
consummation of any sale of substantially all of the Debtors'
assets, is low-hanging fruit.
The Debtors entered Chapter 11 on Sept. 9, 2015, with a Plan
Sponsor Agreement in hand that calls for a flat $7.5 million payout
to general unsecured creditors. A parallel sale process now
provides an additional avenue to emergence. A KEIP must be
predicated on maximizing the value of the estate. Yet here, the
Emergence portion of the KEIP will be payable on the Emergence Date
as long as any plan is confirmed or as long as any sale of
substantially all of the Debtors' assets. There is no 'floor' on
required performance, such as an increase in the amount
distributable to general unsecured creditors over and above the
$7.5 million described in the Plan Sponsor Agreement....The only
'risk' to the KEIP Participants is one of timing -- the Emergence
component of the bonus pool will shrink on Feb. 15 and March 15,
2016, and may disappear altogether after April 15, 2016. And given
the timetable set in this case for Emergence, even the timing risk
is infinitesimal."
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.
RADIOSHACK CORP: Gift Card Holders Can Recover Unused Balance
-------------------------------------------------------------
Holders of gift cards from the former retailer Radio Shack can now
file claims seeking to recover the unused balance shown on those
gift cards, according to a settlement reached and authorized by a
federal bankruptcy judge, in the Radio Shack bankruptcy case: In re
RS Legacy Corporation, Chapter 11, United States Bankruptcy Court
for the District of Delaware.
The claims process, now underway, is being conducted by an
independent professional claims agent approved by the Bankruptcy
Court. Purchasers whose email or postal addresses are part of
Radio Shack's records will receive notice via email or post card
with instructions on how to file a claim, and all holders of gift
cards with a balance are eligible to file a claim. In addition,
social media ads are directing consumers to
oldradioshackgiftcards.com, where filing a claim instructions are
posted.
Consumers holding gift cards do not need to know the balance on
their card in order to file a claim but will need to provide
reasonable evidence that they have the card, such as a copy of the
card or the original gift card.
Certain types of gift cards will be treated as priority claims and
consumers holding priority cards will receive one-hundred-percent
of the balance on the card. Priority cards are those that were
purchased from a RadioShack retail store, OR from RadioShack's
website OR from one of RadioShack's authorized sellers: Safeway,
Incomm or Point Mobl. Gift cards acquired through merchandise or
warranty refunds or as promotional gift cards given away will not
qualify as "priority" claims and may receive only a small
percentage of the balance on their card, or they will not receive
any money.
No one associated with the settlement will contact consumers to ask
for personal or financial information or to request any payment.
Consumers asked for such information or for payment should decline
those requests and report the matter to their state's attorney
general.
This claims process is part of a settlement agreement which was
approved two months ago in U.S. Bankruptcy Court in Wilmington,
Delaware and was led by the State of Texas supported by 23 other
states and the District of Columbia: Tennessee, Pennsylvania,
Oregon, Arizona, Arkansas, Florida, Georgia, Hawaii, Illinois,
Indiana, Maine, Maryland, Massachusetts, Missouri, Nevada, New
Hampshire, New York, North Dakota, Ohio, Rhode Island, Virginia,
Washington and West Virginia.
Claims should be filed electronically at
oldradioshackgiftcards.com, or mailed to RS Legacy Corporation fka
RadioShack Corporation, Claims Processing Center, c/o Prime Clerk
LLC, PO Box 225392, New York, NY 10150.
The deadline for filing claims is December 2, 2016.
About RadioShack Corporation
Headquartered in Fort Worth, Texas, RadioShack is a retailer of
mobile technology products and services, as well as products
related to personal and home technology and power supply needs.
RadioShack's retail network includes more than 4,300
company-operated stores in the United States, 270 company-operated
stores in Mexico, and approximately 1,000 dealer and other outlets
worldwide.
RadioShack Corp. and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015, disclosing
total assets of $1.2 billion, versus total debt of $1.3 billion.
David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc. is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors'
turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker. A&G Realty Partners is the Debtors' real estate
advisor. Prime Clerk is the Debtors' claims and noticing agent.
The Official Committee of Unsecured Creditors tapped Quinn Emanuel
Urquhart & Sullivan, LLP and Cooley LLP as co-counsel, and Houlihan
Lokey Capital, Inc., as financial advisor and investment banker.
* * *
After an auction in March 2015, the Debtors sold most of the assets
to General Wireless, Inc., an entity formed by Standard General,
L.P., for $150 million. The Debtors also sold Mexican assets to
Office Depot de Mexico, S.A. de C.V., for $31.8 million plus the
assumption of debt. Regal Forest Holding Co. Ltd. bought the
Debtors' intellectual property assets in Latin America for a
purchase price of $5,000,000.
In June 2015, the Debtors changed their name to RS Legacy
Corporation, et al., following the sale of the Company's brand name
and customer data to General Wireless.
The bankruptcy judge on Oct. 2, 2015, issued an order confirming
the first amended joint plan of liquidation of the Debtors. The
centerpiece of the Plan is the resolution of various disputes among
the Debtors, the Creditors' Committee and the SCP Secured Parties.
The Plan was declared effective on Oct. 7, 2015.
REVEL AC: Owner Inks $45M Settlement to End Casino Utility Feud
---------------------------------------------------------------
Jeannie O'Sullivan at Bankruptcy Law360 reported that the new owner
of Revel Casino Hotel and its utility provider reached a $45
million settlement on Nov. 24, 2015, that will end the litigation
over a soured power supply contract and restart full electricity
service at the shuttered New Jersey venue.
Casino owner Polo North Country Club Inc. and ACR Energy Partners
LLC will pay $30 million and $15 million respectively to intervenor
Bank of New York Mellon Corp., to settle municipal bond debt that
financed the construction of the central utility plant next to the
Atlantic City.
About Revel AC
Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates
Revel, a Las Vegas-style, beachfront entertainment resort and
casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey. Revel AC Inc. and five of its affiliates sought
bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on
June 19, 2014, to pursue a quick sale of the assets. The Chapter
11 cases of Revel AC LLC and its debtor-affiliates are transferred
to Judge Michael B. Kaplan. The Debtors' cases was originally
assigned to Judge Gloria M. Burns. The Debtors' Chapter 11 cases
are jointly consolidated for procedural purposes. Revel AC
estimated assets ranging from $500 million to $1 billion, and the
same amount of liabilities.
White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker. The
Debtors' solicitation and claims agent is Alixpartners, LLP.
The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP. The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.
This is Revel AC's second trip to bankruptcy. The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No.
13-16253) on March 25, 2013, with a prepackaged plan that reduced
debt by $1.25 billion. Less than two months later on May 15,
2013,the 2013 Plan was confirmed and became effective on May 21,
2013.
* * *
Revel AC, Inc., et al., on April 20, 2015, filed an amended plan
of
reorganization and accompanying disclosure statement to
incorporate
the terms of a settlement and plan support agreement entered into
with the Official Committee of Unsecured Creditors, and Wells
Fargo
Bank, N.A., as DIP Agent, and Wells Fargo Principal Lending, LLC,
as a Prepetition First Lien Lender and DIP Lender.
The Settlement Agreement, among other things, provides that Wells
Fargo agrees to give the general unsecured creditors $1.60 million
of its recovery from the proceeds of the sale of substantially all
of the Debtors' assets to Polo North Country Club, Inc., and to
advance $150,000 from its recovery to fund the Debtors'
reconciliation of claims and prosecution of claims or estate
causes
of actions.
Early in April 2015, U.S. Bankruptcy Judge Gloria Burns approved
an
$82 million sale of the Revel Casino Hotel to Polo North Country
Club, Inc., which is owned by Florida developer Glenn Straub,
ending nearly 10 months of contentious legal combat for control of
the Atlantic City, N.J., resort.
SALADWORKS LLC: Debtor's Liquidating Plan Declared Effective
------------------------------------------------------------
Attorneys for SW Liquidation, LLC, f/k/a Saladworks, LLC, notified
parties that the effective date of the Debtor's Second Amended Plan
of Liquidation occurred on Nov. 4, 2015.
The deadline for filing proofs of claim or requests for payment of
administrative expense claims arising on or after May 1, 2015, is
Dec. 4, 2015. The deadline for professionals to file claims
seeking an award of compensation or reimbursement of expenses was
Nov. 24, 2015.
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware on Oct. 30, 2015, issued findings of fact,
conclusions of law, and order confirming the Second Amended Plan of
Liquidation of SW Liquidation, LLC, f/k/a Saladworks, LLC.
According to Robert Q. Klamser, the president of UpShot Services
LLC, 100% of holders of Class 3 - General Unsecured Creditors voted
to accept the Plan.
The Debtor proposed a liquidating plan that is backed by the
Official Committee of Unsecured Creditors, and founder Anthony
Scardapane and related entities.
Prior to the Confirmation Hearing, the Debtors filed the Second
Amended Liquidation Plan and Plan Supplements, including a Revised
Form of the Liquidating Trust Agreement. A blacklined version of
the Second Amended Plan, dated Oct. 29, 2015 is available at
http://bankrupt.com/misc/SWplan1029.pdfFull-text copies of the
Plan Supplements dated Oct. 29, 2015, are available at
http://bankrupt.com/misc/SWplansupp1029.pdf
The Debtor named Michael J. Kadelski as Liquidating Trustee.
About Saladworks, LLC
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.
SAMSON RESOURCES: Unsecured Creditors Balk at Skadden Arps Hiring
-----------------------------------------------------------------
Cara Salvatore at Bankruptcy Law360 reported that unsecured
creditors of bankrupt Oklahoma fossil fuels driller Samson
Resources Corp. told a Delaware judge on Dec. 1, 2015, that Skadden
Arps Slate Meagher & Flom LLP can't serve as counsel to the
independent director because the firm is biased towards a former
client that has interests conflicting with Samson's.
Tulsa-based Samson filed for bankruptcy in September, and the
Debtors have asked for Skadden to be approved as counsel to
independent director Alan Miller. But the unsecured creditors said
Skadden can't be impartial in helping Miller independently.
About Samson Resources
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015.
Philip W. Cook signed the petition as executive vice president and
chief financial officer. The Debtors estimated assets and
liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production
company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors'
investment
banker. Garden City Group, LLC serves as claims and noticing
agent
to the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors.-
SIGNAL INTERNATIONAL: Has Until Feb. 5, 2016 to Decide on Leases
----------------------------------------------------------------
Signal International, Inc., and its affiliated debtors sought and
obtained from Judge Mary F. Walrath of the U.S. Bankruptcy Court
for the District of Delaware an extension of their time to assume
or reject unexpired leases of nonresidential real property from
Nov. 9, 2015, through Feb. 5, 2016.
The extension granted by Judge Walrath did not extend to the Pinto
Lease, which was a lease of non-residential real property between
Pinto Island Land Company, Inc., as lessor, and Bender Shipbuilding
& Repair Co., Inc. The Debtors acquired substantially all of
Bender's assets pursuant to Bender's Chapter 11 proceedings. The
Pinto Lease covers over land, water and certain improvements
located in Mobile, Alabama, which is used for the repair and
maintenance of ship vessels, boats and related maritime equipment.
Judge Walrath granted the Debtors an interim extension of the time
to assume or reject the Pinto Lease through Nov. 24, 2015, pending
the Court's consideration of the Debtors' motion with respect to
the Pinto Lease.
In their Extension Motion, the Debtors argued that sufficient cause
exists to grant their requested extension of the time within which
they may assume or reject the Unexpired Leases.
In an objection, Pinto noted that that through a lease amendment,
debtor Ship Signal Repair, LLC, became the tenant under the Pinto
Lease. Pinto said the Debtors do not require more time to decide
whether to assume or reject the Lease. It stated that the only
purpose that such an extension could serve at this juncture is to
give the Debtors the ability to create strategic negotiating
leverage against Pinto. Pinto asserts that the Debtors and the
Stalking Horse, The Teachers' Retirement System of Alabama or its
designee, and the Employees' Retirement System of Alabama , are
using the Debtors' request as a pressure point on Pinto to
renegotiate the terms of the Lease.
Signal International is represented by:
M. Blake Cleary, Esq.
Kenneth J. Enos, Esq.
Jaime Luton Chapman, Esq.
Travis G. Buchanan, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Telephone: (302)571-6600
Facsimile: (302)571-1253
E-mail: mbcleary@ycst.com
kenos@ycst.com
jchapman@ycst.com
tbuchanan@ycst.com
Pinto Island Land Company is represented by:
Christopher D. Loizides, Esq.
LOIZIDES, P.A.
1225 King Street, Suite 800
Wilmington, DE 19801
Telephone: (302)654-0248
Facsimile: (302)654-0728
E-mail: loizides@loizides.com
- and -
Lawrence B. Voit, Esq.
SILVER VOIT & THOMPSON, P.C.
4317-A Midmost Drive
Mobile, AL 36609-5589
Telephone: (251)343-0800
Facsimile: (251)343-0852
E-mail: lvoit@silvervoit.com
About Signal International
Signal International Inc. -- http://www.signalint.com/-- primarily
engages in the business of offshore drilling rig overhaul, repair,
upgrade, and conversion, as well as new shipbuilding construction.
Additionally, Signal provides services to the general marine and
heavy fabrication markets for barges, power plants, and modular
construction.
Signal International, LLC ("SI LLC"), was organized on Dec. 6,
2002, as a limited liability company after acquiring the assets of
the Offshore Division of Friede Goldman Halter from bankruptcy. SI
Inc. was incorporated on Oct. 12, 2007, and began operations with
offshore fabrication and repair in Mississippi. Today, Signal's
corporate headquarters are in Mobile, Alabama, with operations in
Alabama and Mississippi, and a sales office in Texas.
On Oct. 3, 2014, Signal International Texas, L.P., sold
substantially all of its assets to Westport Orange Shipyard, LLC,
in a partially seller-financed transaction for a total purchase
price of $35,900,000. As part of the transaction, Westport
provided a down payment of $7,000,000 and delivered a promissory
note in the principal amount of $28,900,000 to SI Texas due on or
before Oct. 3, 2019 (the "Texas Note").
On July 12, 2015, SI Inc. and its direct and indirect wholly owned
subsidiaries, including SI LLC, commenced cases under chapter 11 of
title 11 of the United States Code (Bankr. D. Del. Lead Case No.
15-11498).
The Debtors tapped Young Conaway Stargatt & Taylor LLP as
bankruptcy counsel, Hogan Lovells US LLP as general corporate
counsel, GGG Partners, LLC, as financial and restructuring
advisors, and Kurtzman Carson Consultants LLC as claims and
noticing agent.
Signal International Inc. estimated $10 million to $50 million in
assets and $50 million to $100 million in debt.
The U.S. Trustee for Region 3 appointed seven creditors to serve on
the official committee of unsecured creditors.
SILICON GENESIS: Has Plan to Pay Off Creditors in 3 Years
---------------------------------------------------------
Silicon Genesis Corporation filed a proposed Plan of Reorganization
that promises to repay creditors in full with interest within two
to three years.
The Debtor intends to purse three avenues to generate funds to
repay its creditors:
(1) continued development of semiconductor material
technologies that it believes will result in a new
joint development, licensing, and equipment sale
agreement with an existing customer,
(2) continued development of SiGen's so-called "3DIC" process
technology (used in the manufacturing of integrated
circuits that are stacked three dimensionally) which it
believes will result in new licensing agreements from
existing and new licensees, and 3) prosecution of claims
against parties that SiGen believes are infringing its
intellectual property rights ("IP Assertion Claims").
Apart from generating funds through operations and IP Assertion
Claims, SiGen is exploring options to raise new equity capital.
Although the protracted litigation with Firsthand over use of cash
collateral during the course of the bankruptcy case distracted the
company's attention from capital raising efforts, SiGen will seek
to raise additional equity financing. If SiGen receives a new
equity investment, payments to creditors would be accelerated.
The Plan provides that the secured debt to Firsthand Technology
Value Fund, Inc., will be restructured. After the Plan becomes
effective, the Firsthand secured claim will earn a fixed rate of
interest equal to the prime rate on the Effective Date plus three
percent (or approximately 6.25%). Firsthand will be paid in
quarterly installments over a maximum of four years. The quarterly
payments to Firsthand will start out as interest only in the
approximate amount of $122,000 for the first year, and then
increase to a minimum payment of $259,933 principle and interest
per quarter based on a 10 year amortization schedule. In addition
to the foregoing, starting in the fifth quarter after the Effective
Date, Firsthand will be paid whatever "Net Cash" is held by SiGen
at the beginning of each calendar quarter up to a maximum of $1
million per quarter to further reduce principal. The Plan defines
"Net Cash" as all unrestricted cash on hand less amounts needed to
make the quarterly payment to Firsthand, pay all administrative and
tax claims that are due and payable under the Plan, make the
payments to unsecured creditors under the Plan, meet SiGen's
current operating expenses, and maintain a $750,000 cash reserve.
Based upon SiGen's low estimate projections, it expects to generate
sufficient Net Cash to pay Firsthand in full before Dec. 31, 2018.
For unsecured creditors owed more than $2,500, the Plan provides
that SiGen will make fixed payments equal to a percentage of their
claims on a quarterly basis until paid in full, plus interest at
3%. SiGen will pay 20% plus accrued interest to unsecured
creditors in the first quarter after the Plan becomes effective,
and then pay an additional 10% of the amount of the claim plus
accrued interest in each succeeding quarter until paid in full.
The Plan allows SiGen, however, to forego making a quarterly
payment to unsecured creditors in any quarter where it does not
have sufficient cash to meet its other then-current Plan
obligations, pay its post-bankruptcy operating expenses, and
maintain the $750,000 cash reserve. Under its low estimate
projections, however, payments to unsecured creditors will start in
the fourth quarter of 2015, they be paid approximately 90% of what
is owed to them by the end of 2017, and the remaining balance with
interest will be paid in 2018.
Unsecured creditors owed less than $2,500 are grouped into an
"administrative convenience" class. These unsecured creditors will
be paid in full on the Effective Date.
Holders of preferred stock and holders of common stock will retain
their interests. The stock holders will not receive dividends or
any other form of distribution from SiGen until all creditors have
been paid in full.
SiGen's projections indicate that it will realize sufficient
profitability and recover enough net proceeds from IP Assertion
Claims to repay all creditors in full with interest within two to
three years after confirmation of the Plan. This is based largely
on the expectation that $13.4 million in net proceeds will be
recovered from IP Assertion Claims during that time period, even
under the lowest recovery projection scenario.
A copy of the Disclosure Statement filed July 14, 2015, is
available for free at:
http://bankrupt.com/misc/Silicon_G_254_DS.pdf
Attorneys for Silicon Genesis:
Kevin W. Coleman, Esq.
Todd B. Holvick, Esq.
SCHNADER HARRISON SEGAL & LEWIS LLP
650 California Street, 19th Floor
San Francisco, CA 94108-2736
Telephone: 415-364-6700
Facsimile: 415-364-6785
E-mail: kcoleman@schnader.com
tholvick@schnader.com
About Silicon Genesis
Silicon Genesis Corporation was founded in 1997 as a research and
development company focused on materials used in semiconductor
chips. Among other things, SiGen pioneered a "thin-film" room
temperature lamination process technology called NanoCleaveTM to
produce materials such as silicon-on-insulator ("SOI") wafers that
continues to be used by major integrated circuit manufacturers
today. SiGen holds roughly 135 patents issued in the United
States, plus others issued overseas, and it has licensed its
inventions to a number of industry leaders including SunEdison,
Shin-Etsu Handotai (the world's largest silicon wafer supplier), EV
Group E.Thallner GmbH, and Applied Materials.
Silicon Genesis filed a Chapter 11 bankruptcy petition (N.D. Cal.
Case No. 15-50525) on Feb. 17, 2015. Theodore E. Fong, the
president and CEO, signed the petition.
The immediate cause of the bankruptcy filing was an impending
foreclosure by its secured lender and 21.1% owner, Firsthand
Technology Value Fund, Inc.
Judge Elaine Hammond presides over the Chapter 11 case.
The Debtor tapped Schnader Harrison Segal & Lewis LLP as its
general bankruptcy counsel, Alston & Bird as special litigation
counsel, and Stadheim & Grear LLP, as special litigation counsel to
prosecute IP Assertion Claims.
The Debtor disclosed $16,559,802 in assets and $7,951,043 in
liabilities in its schedules.
SILICON GENESIS: Secured Lender Agrees to Mediation
---------------------------------------------------
Firsthand Technology Value Fund, Inc., said it has agreed with
debtor Silicon Genesis Corporation to proceed with mediation, and
is hopeful that mediation will be successful. The Debtor's
prepetition secured lender nonetheless filed an objection to the
Debtor's proposed reorganization plan to preserve its rights under
the Bankruptcy Code.
Firsthand says the Court should deny confirmation of the Plan in
its present form and that the Debtor be allowed to amend the Plan
to address these issues:
1. A claim has recently been filed by the County of Santa
Clara for $156,770. The Plan should be amended to show
how that claim will be treated.
2. Class 1, general unsecured creditors, were given incorrect
information concerning the due date for submission of
ballots. Ballots were served on July 15, 2015. Creditors
were initially informed that they had until August 15, 2015
to vote. On July 31, 2015, a letter was sent to creditors
in Class 1 informing them that the deadline was Aug. 12.
3. 11 U.S.C. Sec. 1123 states that the Debtor must provide
adequate means for the implementation of the Plan.
Firsthand's loans matured prior to the bankruptcy
proceeding. In the Plan, the Debtor proposes to extend
Firsthand's fully matured loans for four years. The loans
did not mature by an acceleration clause, but by their
terms. There can be no cure and such treatment does not
comply with the Bankruptcy Code.
4. The Plan proposes to extend already matured loans for a
period of four years, at a lower rate of interest and does
not allow for payment of costs and fees which Firsthand
could be entitled to under 11 U.S.C. Sec. 506(b). This
wrongful treatment of Firsthand's liens would have an
impact on the Plan.
5. The Plan proposes to allow Firsthand's lien to be retained,
however, it proposes that any rights Firsthand may have
under the Commercial Code shall be found exclusively in the
Plan. In order to cure Firsthand's loans, which matured
naturally under the loan documents, the Debtor must return
the maturity date to the pre-default status. To do so the
original maturity date must be reinstated and the
obligation must be immediately due and payable.
6. The proposed changes to Firsthand's rights under its lien
and underlying loan documents are not fair and equitable.
Firsthand contends that its interest rate in the Plan
should be the contract rate and that its underlying
documents should remain the basis for its lien and remain
uncancelled.
7. The Debtor maintains that Firsthand is over secured.
The Debtor's Plan asserts that its assets are worth
over $58,000,000. When a debtor is solvent, courts
have generally confined themselves to determining and
enforcing whatever pre-petition rights a given creditor
has against the debtor. Firsthand contends that its
interest rate in the Plan should be the contract rate and
that its underlying documents should remain the basis for
its lien and remain uncancelled.
8. Silicon Genesis, Inc. intends to keep $750,000 as a
Capital Reserve under the Plan. Firsthand objects as there
is no language in the Plan indicating that those funds
would be or are subject to Firsthand's lien.
9. Firsthand also objects to its rights proposed by the Plan
should the Debtor default. This section provides that
Firsthand will have all rights afforded to it under
Division 9 of the California Commercial Code. The Plan
then contradicts itself by proposing to cancel all of
Firsthand's Notes and Security Agreements and replace them
with the Plan. However, Firsthand can find no provision
in the Plan for a remedy in the event of a default under
the Plan. All creditors should be apprised of their rights
in the event of default in the Plan. This, too, is not fair
and equitable treatment of creditors.
10. To be fair and equitable under the Plan (11 U.S.C. Section
1129(b)(2)(A)) the plan must satisfy, with respect to
secured claims, one of the following three tests: (1) the
creditor is to retain the lien securing its claim and is to
receive deferred cash payments with a present value at
least equal to the claim; (2) the property securing the
claim is to be sold and the lien is to attach to the
proceeds of the sale; the lien on the proceeds is then to
be treated as described in test (1) or (3); (3) the
creditor is to realize the indubitable equivalent of its
secured claim. The Plan proposes option (1) for its
treatment of Firsthand. However, neither Firsthand nor
any other creditor can calculate the present value of
Firsthand's proposed payment stream under the Plan.
11. Confirmation should be denied at this time. Creditors
cannot determine the feasibility of the Plan until
determination of the secured claim.
12. The Plan appears to improperly classify claims held by
Firsthand. Firsthand indicated it might possibly acquire
by purchase and assignment other claims. If Sigen meant
to include any claim purchased by Firsthand as a "Disputed
Claim", it has no basis to do so. Neither does it have
reason to classify any claim creditor might have purchased
in Class 2. If Firsthand is assigned a claim from Class 1
or 3, the assigned claim should continue to be treated in
that same class. There is no justification for separate,
discriminatory treatment.
Attorneys for Firsthand Technology:
DIEMER, WHITMAN & CARDOSI, LLP
Kathryn S. Diemer, Esq.
75 E. Santa Clara Street, Suite 290
San Jose, CA 95113
Telephone: (408) 971-6270
Facsimile: (408) 971-6271
About Silicon Genesis
Silicon Genesis Corporation was founded in 1997 as a research and
development company focused on materials used in semiconductor
chips. Among other things, SiGen pioneered a "thin-film" room
temperature lamination process technology called NanoCleaveTM to
produce materials such as silicon-on-insulator ("SOI") wafers that
continues to be used by major integrated circuit manufacturers
today. SiGen holds roughly 135 patents issued in the United
States, plus others issued overseas, and it has licensed its
inventions to a number of industry leaders including SunEdison,
Shin-Etsu Handotai (the world's largest silicon wafer supplier), EV
Group E.Thallner GmbH, and Applied Materials.
Silicon Genesis filed a Chapter 11 bankruptcy petition (N.D. Cal.
Case No. 15-50525) on Feb. 17, 2015. Theodore E. Fong, the
president and CEO, signed the petition.
The immediate cause of the bankruptcy filing was an impending
foreclosure by its secured lender and 21.1% owner, Firsthand
Technology Value Fund, Inc.
Judge Elaine Hammond presides over the Chapter 11 case.
The Debtor tapped Schnader Harrison Segal & Lewis LLP as its
general bankruptcy counsel, Alston & Bird as special litigation
counsel, and Stadheim & Grear LLP, as special litigation counsel to
prosecute IP Assertion Claims.
The Debtor disclosed $16,559,802 in assets and $7,951,043 in
liabilities in its schedules.
ST. MICHAEL'S: Has Until Feb. 6 to Remove Actions
-------------------------------------------------
At the behest of Saint Michael's Medical Center, Inc., et al., the
U.S. Bankruptcy Court for the District of New Jersey extended until
Feb. 6, 2015, the time within the Debtors may file notices of
removal of actions.
The Debtors are represented by:
Michael D. Sirota, Esq.
Gerald H. Gline, Esq.
Ryan T. Jareck, Esq.
COLE SCHOTZ P.C.
Court Plaza North
25 Main Street
P.O. Box 800
Hackensack, New Jersey 07602-0800
Phone: (201) 489-3000
Fax: (201) 489-1536
Email: msirota@coleschotz.com
ggline@coleschotz.com
rjareck@coleschotz.com
About Saint Michael's Medical Center
Saint Michael's Medical Center, Inc., was incorporated in 2008 to
acquire St. Michael's Medical Center and 2 other now defunct
hospitals (Saint James Hospital and Columbus Hospital) was
acquired
from Cathedral Healthcare System Inc., a New Jersey nonprofit.
SMMC is a second tier subsidiary of Trinity Health Corporation.
The
immediate sole corporate member of SMMC is Maxis Health System, a
Pennsylvania not-for-profit corporation.
Established by the Franciscan Sisters of the Poor in 1867, St.
Michael's Medical Center is a 357- bed licensed regional
tertiary-care, teaching, and research center in the heart of
Newark, New Jersey's business and educational district and is
accredited by The Joint Commission.
On Aug. 10, 2015, SMMC Inc. and three affiliated debtors each
filed
a voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
New Jersey. The cases are pending before the Honorable Vincent F.
Papalia, and the Debtors have requested that their cases be
jointly
administered under Case No. 15-24999.
The Debtors tapped Cole Schotz P.C. as bankruptcy counsel;
EisnerAmper LLP as financial advisor; and Prime Clerk LLC as
claims
and noticing agent.
SMMC estimated $100 million to $500 million in assets and debt.
United States Trustee Region 3, notified the United States
Bankruptcy Court for the District of New Jersey of the appointment
of Susan N. Goodman, RN JD, as patient care ombudsman in the
Chapter 11 case of Saint Michael's Medical Center, Inc., and its
debtor affiliates.
U.S. trustee for Region 3, appointed seven creditors of Saint
Michael's Medical Center Inc. and its affiliates to serve on the
official committee of unsecured creditors. Andrew H. Sherman,
Esq., Boris I. Mankovetskiy, Esq., and Lucas F. Hammonds, Esq., at
Sills Cummis & Gross PC, represent the Committee.
ST. MICHAEL'S: Needs Until March 7 to Decide on Leases
------------------------------------------------------
Saint Michael's Medical Center, Inc., et al., ask the U.S.
Bankruptcy Court for the District of New Jersey to extend for 90
days the time within which they must assume or reject their
unexpired non-residential real property leases.
The Debtors are represented by:
Michael D. Sirota, Esq.
Gerald H. Gline, Esq.
Ryan T. Jareck, Esq.
COLE SCHOTZ P.C.
Court Plaza North
25 Main Street
P.O. Box 800
Hackensack, New Jersey 07602-0800
Phone: (201) 489-3000
Fax: (201) 489-1536
Email: msirota@coleschotz.com
ggline@coleschotz.com
rjareck@coleschotz.com
About Saint Michael's Medical Center
Saint Michael's Medical Center, Inc., was incorporated in 2008 to
acquire St. Michael's Medical Center and 2 other now defunct
hospitals (Saint James Hospital and Columbus Hospital) was
acquired
from Cathedral Healthcare System Inc., a New Jersey nonprofit.
SMMC is a second tier subsidiary of Trinity Health Corporation.
The
immediate sole corporate member of SMMC is Maxis Health System, a
Pennsylvania not-for-profit corporation.
Established by the Franciscan Sisters of the Poor in 1867, St.
Michael's Medical Center is a 357- bed licensed regional
tertiary-care, teaching, and research center in the heart of
Newark, New Jersey's business and educational district and is
accredited by The Joint Commission.
On Aug. 10, 2015, SMMC Inc. and three affiliated debtors each
filed
a voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
New Jersey. The cases are pending before the Honorable Vincent F.
Papalia, and the Debtors have requested that their cases be
jointly
administered under Case No. 15-24999.
The Debtors tapped Cole Schotz P.C. as bankruptcy counsel;
EisnerAmper LLP as financial advisor; and Prime Clerk LLC as
claims
and noticing agent.
SMMC estimated $100 million to $500 million in assets and debt.
United States Trustee Region 3, notified the United States
Bankruptcy Court for the District of New Jersey of the appointment
of Susan N. Goodman, RN JD, as patient care ombudsman in the
Chapter 11 case of Saint Michael's Medical Center, Inc., and its
debtor affiliates.
U.S. trustee for Region 3, appointed seven creditors of Saint
Michael's Medical Center Inc. and its affiliates to serve on the
official committee of unsecured creditors. Andrew H. Sherman,
Esq., Boris I. Mankovetskiy, Esq., and Lucas F. Hammonds, Esq., at
Sills Cummis & Gross PC, represent the Committee.
ST. MICHAEL'S: Seeks Extension of Service Deal with CCN America
---------------------------------------------------------------
Saint Michael's Medical Center, Inc., et al., ask the U.S.
Bankruptcy Court for the District of New Jersey to approve an
extension to an amendment to the contracted pharmacy service
agreement by and between Debtor Saint Michael's Medical Center,
Inc., and CCN America, LP, d/b/a Coordinated Care Network.
The Debtors also seek authority to use of property of their estates
outside the ordinary course of business.
The Debtors are represented by:
Michael D. Sirota, Esq.
Gerald H. Gline, Esq.
Ryan T. Jareck, Esq.
COLE SCHOTZ P.C.
Court Plaza North
25 Main Street
P.O. Box 800
Hackensack, New Jersey 07602-0800
Phone: (201) 489-3000
Fax: (201) 489-1536
Email: msirota@coleschotz.com
ggline@coleschotz.com
rjareck@coleschotz.com
About Saint Michael's Medical Center
Saint Michael's Medical Center, Inc., was incorporated in 2008 to
acquire St. Michael's Medical Center and 2 other now defunct
hospitals (Saint James Hospital and Columbus Hospital) was
acquired
from Cathedral Healthcare System Inc., a New Jersey nonprofit.
SMMC is a second tier subsidiary of Trinity Health Corporation.
The
immediate sole corporate member of SMMC is Maxis Health System, a
Pennsylvania not-for-profit corporation.
Established by the Franciscan Sisters of the Poor in 1867, St.
Michael's Medical Center is a 357- bed licensed regional
tertiary-care, teaching, and research center in the heart of
Newark, New Jersey's business and educational district and is
accredited by The Joint Commission.
On Aug. 10, 2015, SMMC Inc. and three affiliated debtors each
filed
a voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
New Jersey. The cases are pending before the Honorable Vincent F.
Papalia, and the Debtors have requested that their cases be
jointly
administered under Case No. 15-24999.
The Debtors tapped Cole Schotz P.C. as bankruptcy counsel;
EisnerAmper LLP as financial advisor; and Prime Clerk LLC as
claims
and noticing agent.
SMMC estimated $100 million to $500 million in assets and debt.
United States Trustee Region 3, notified the United States
Bankruptcy Court for the District of New Jersey of the appointment
of Susan N. Goodman, RN JD, as patient care ombudsman in the
Chapter 11 case of Saint Michael's Medical Center, Inc., and its
debtor affiliates.
U.S. trustee for Region 3, appointed seven creditors of Saint
Michael's Medical Center Inc. and its affiliates to serve on the
official committee of unsecured creditors. Andrew H. Sherman,
Esq., Boris I. Mankovetskiy, Esq., and Lucas F. Hammonds, Esq., at
Sills Cummis & Gross PC, represent the Committee.
STEWART ENVIRONMENTAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Stewart Environmental Air Systems, Inc.
523 Beverly Drive
Wichita Falls, TX 76309
Case No.: 15-70391
Chapter 11 Petition Date: December 2, 2015
Court: United States Bankruptcy Court
Northern District of Texas (Wichita Falls)
Judge: Hon. Harlin DeWayne Hale
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: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dennis L. Stewart, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
SUNGARD DATA: S&P Raises Corp. Credit Rating From 'B+'
------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate rating on Wayne, Pa.-based SunGard Data Systems Inc. to
'BBB' from 'B+' following its acquisition by Fidelity National
Information Services.
At the same time, S&P removed all ratings from CreditWatch, where
it placed them with positive implications on Aug. 12, 2015.
S&P subsequently withdrew its 'BBB' corporate credit rating on
SunGard Data Systems. S&P also withdrew the issue-level and
recovery ratings on SunGard Data Systems' senior secured credit
facilities, senior unsecured notes, and subordinated notes.
SWIFT ENERGY: S&P Lowers CCR to 'D' on Missed Interest Payment
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit and
issue-level ratings on Houston-based oil and gas exploration and
production company Swift Energy Co. to 'D' from 'CCC'. The
recovery rating on the company's unsecured debt remains '4',
indicating S&P's expectation of average (30%-50%, lower end of the
range) recovery in the event of a payment default.
"The 'D' ratings reflect Swift Energy Co.'s announcement that it
has missed an $8.9 million interest payment on its $250 million
7.125% senior notes due 2017, and our belief that the company will
not make this payment before the grace period ends on Dec. 29,
2015," said Standard & Poor's credit analyst Carin Dehne-Kiley. "We
believe that the default will be a general default and the company
will fail to pay all or substantially all of its obligations as
they come due," she added.
The company has also disclosed that it is engaged in ongoing
negotiations with a group of holders of its outstanding senior
notes (including the 2017 notes) regarding a potential
restructuring, along with possible avenues for increasing its
near-term liquidity.
TAEUS CORPORATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: TAEUS Corporation
4308 Ridgelane Drive
Colorado Springs, CO 80918
Case No.: 15-23313
Chapter 11 Petition Date: December 2, 2015
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Hon. Elizabeth E. Brown
Debtor's Counsel: Michael J. Davis, Esq.
BKN MURRAY, LLP
6795 E. Tennessee Ave., Ste. 330
Denver, CO 80224
Tel: 303-758-5100
Fax: 303-758-5055
Email: mdavis@bknmurray.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Art Nutter, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob15-23313.pdf
TAMARA MELLON BRAND: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Tamara Mellon Brand, LLC
660 Madison Avenue, Floor 12
New York, NY 10065
Case No.: 15-12420
Chapter 11 Petition Date: December 2, 2015
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Debtor's Counsel: Derek C. Abbott, esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 N. Market Street
P.O. Box 1347
Wilmington, DE 19899
Tel: (302) 658-9200
Fax: 302-658-3989
Email: dabbott@mnat.com
- and -
Daniel B. Butz, Esq.
MORRIS, NICHOLS, ARSHT & TUNNEL LLP
1201 N. Market Street, 18th Floor
Wilmington, DE 19801
Tel: 302-575-7348
Fax: 302-658-3989
Email: dbutz@mnat.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Tamara Mellon, CEO.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/deb15-12420.pdf
TESORO CORP: Moody's Affirms 'Ba1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service changed Tesoro Corporation's rating
outlook to positive from stable. Moody's also affirmed the
company's Ba1 Corporate Family Rating (CFR) and Ba2 senior
unsecured debt rating, and assigned a Baa2 senior secured credit
facility rating. The Ba1 senior secured term loan rating was
already withdrawn as the term loan has been repaid. Tesoro's
Speculative Grade Liquidity Rating was changed to SGL-1 from SGL-2.
"The positive outlook reflects Tesoro's improved financial
performance and ongoing progress integrating its Los Angeles
refinery," said Arvinder Saluja, Moody's Vice President and Senior
Analyst. "The company has moved towards implementing a capital
structure more typical of investment grade with a reduction in
funded secured debt after repaying its term loan."
Changes:
Issuer: Tesoro Corporation
-- Speculative Grade Liquidity Rating, Changed to SGL-1 from SGL-
2
Assignments:
-- Senior Secured Bank Credit Facility, Assigned Baa2 (LGD2)
Outlook Actions:
-- Outlook, Changed To Positive From Stable
Affirmations:
-- Probability of Default Rating, Affirmed Ba1-PD
-- Corporate Family Rating, Affirmed Ba1
-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD5)
RATINGS RATIONALE
The positive outlook considers Tesoro's improved financial
performance, which is partially augmented by business improvement
projects and by meaningful and increasing contributions from Tesoro
Logistics (TLLP). The positive outlook also reflects our
expectation that Tesoro will generate strong levels of free cash
flow to support improved credit metrics, while also balancing
returning excess cash flow to shareholders.
Tesoro's ratings could be upgraded if it: 1) makes further progress
in eliminating secured debt from its capital structure; 2) appears
likely to maintain retained cash flow/debt above 15% through the
refining cycle; and 3) operates its refineries to meaningfully
lower its refining unit cost structure, with lower stationary
source emissions and higher flexibility of product slate, in order
to better withstand the challenging California regulatory
environment. An upgrade would also take into account management's
commitment to maintaining investment grade credit metrics while
also pursuing strategic growth opportunities and shareholder
rewards. Tesoro's outlook or ratings could be negatively impacted
as a result of materially increased leverage (resulting in retained
cash flow/debt sustained below 10%, outside of a short-term
cyclical low) arising from any combination of significant
unscheduled downtime, weaker than expected liquidity, or events
such as additional debt financed acquisitions or share repurchases.
Tesoro's Ba1 Corporate Family Rating reflects its reasonably large
and diversified refining portfolio concentrated in the western US,
with meaningful logistics and retail assets that are well
integrated into its refining system. Its distributions from TLLP
have become meaningful and are expected to increase, which will
further diversify Tesoro's EBITDA generation. The company benefits
from a good liquidity profile and sound financial policy when
considering the inherent cyclicality and volatility in the refining
sector and a rising capital spending program. The ratings continue
to be constrained by a still meaningful amount of secured revolver
debt, although currently unfunded, in its capital structure and to
some extent management's focus on shareholder return activities.
Tesoro also has significant crude distillation concentration in
California, where it faces a strict regulatory environment despite
the west coast crack spreads which are expected to be favorable in
2016 although they will likely be less robust than in 2015.
Tesoro's senior unsecured notes are rated Ba2, one notch below the
Ba1 Corporate Family Rating, because of their contractual
subordination to TSO's secured revolving bank credit facility
(rated Baa2). The Baa2 rating on the secured revolver better
reflects its risk than the Baa3 rating indicated from Moody's Loss
Given Default model. This is supported by the credit facility's
borrowing base protection and strong collateral coverage of
drawings. The revolver matures November 18, 2019 and is secured by
substantially all of TSO's crude oil and refined product
inventories plus cash and receivables of its active domestic
subsidiaries.
Tesoro's SGL-1 rating reflects a very good liquidity profile, based
on the company's expected free cash flow generation through 2016
and healthy cash balances. As of September 30, 2015, Tesoro had
$948 million in cash and $2.92 billion capacity under its $3
billion secured borrowing base credit facility due November 19,
2019. Given the recent commodity price declines, we estimate the
borrowing base will be around $2.5 billion at year end 2015.
Availability under the revolver is tied to cash, accounts
receivable and inventory valuations. Covenant clearance on minimum
fixed charge coverage and tangible net worth is sound. As of
September 30, 2015, the company also had $189 million letters of
credit outstanding under uncommitted letter of credit agreements
for foreign crude oil purchases. Moody's believes the 2016 capex
budget will be $600-$700 million, at least a third of which will be
focused on margin-improvement projects. Tesoro has no long term
debt maturing until 2017 when $450 million unsecured notes come
due. In addition, the company has an existing $1 billion share
buyback program, of which $506 million remains as of September 30,
and an ongoing dividend of about $220 million annually based on the
current dividend rate. In October, its board authorized an addition
$1 billion share buyback program which will come into effect after
the current one is exhausted.
Tesoro Corporation, an independent US refining and marking company,
is headquartered in San Antonio, Texas.
TMS INT'L: Moody's Cuts Corporate Family Rating to B2, Outlook Neg
------------------------------------------------------------------
Moody's Investors Service downgraded TMS International Corp.'s
("Tube City IMS Corporation") corporate family rating to B2 from
B1, its probability of default rating to B2-PD from B1-PD, its
senior secured term loan rating to B1 from Ba3 and its senior
unsecured notes to Caa1 from B3. The ratings downgrades and
negative outlook reflect the recent substantial deterioration in
TMS International's operating results and credit metrics and the
expectation they will remain weak over the next 12 to 18 months.
The following ratings were affected in this rating action:
Issuer: TMS International Corp.
Corporate Family Rating, Downgraded to B2 from B1;
Probability of Default Rating, Downgraded to B2-PD from B1-PD;
$425 million Senior Secured Term Loan B due 2020, Downgraded to B1
(LGD3) from Ba3 (LGD3);
$275 million Senior Unsecured Notes due 2021, Downgraded to Caa1
(LGD5) from B3 (LGD5);
Outlook Actions:
Outlook, Changed to Negative from Stable
RATINGS RATIONALE
TMS International's B2 corporate family rating is supported by its
strong market position, customer and regional diversity, downside
protection afforded by the company's long-term contracts and its
highly-variable cost structure. It also reflects the high margins
generated by its Mill Services Group, its variable maintenance
expenditures and ample liquidity. Tube City's rating is constrained
by its elevated financial leverage, weak interest coverage,
exposure to the highly cyclical steel sector and inconsistent free
cash generation due to periodic capital spending at new mill sites
in advance of cash flow generation from those sites. The rating
also reflects weakness in other key credit measures since its
leveraged buyout in late 2013.
The downgrade of TMS International's ratings reflects the recent
significant deterioration in its operating results and credit
metrics and the expectation this will persist. TMS has been
impacted by the substantial decline in US steel production and
substantially reduced scrap procurement volumes and prices. US
steel production has declined by about 8.5% through November 2015
and is expected to remain under pressure in the near term. The
lower level of domestic steel production has weighed on Tube City's
recent operating results since it generates about 70% of its
revenues in North America (predominantly in the US) and its revenue
generation is tied to the production levels of the steel mills that
it serves. As a result, the company's revenues and adjusted EBITDA
have declined significantly during the first nine months of 2015
and are expected to remain under pressure.
The weak operating performance has resulted in a deterioration in
TMS International's credit metrics. Its adjusted leverage ratio
(Debt/ EBITDA) has risen to 5.8x as of September 2015 from 5.1x in
December 2014 and its interest coverage ratio (EBIT/Interest
Expense) has declined to 0.3x from 0.9x. The company's operating
results will remain pressured in the fourth quarter of 2015 given
the further downward movement in domestic steel production.
Operating results could improve in 2016 as new mill sites come on
line and if steel production improves from the depressed levels in
2015. It is possible that favorable trade case outcomes on coated,
hot rolled and cold rolled steel could result in reduced import
levels and higher domestic steel production. However, many of the
headwinds for the domestic steel sector are expected to persist
including excess global capacity, a strong dollar and subdued
worldwide economic growth. Therefore, TMS International's credit
metrics are likely to remain weak for its rating in the near term.
TMS has adequate liquidity to support operations in the near-term.
The company reported $15 million of cash and net availability of
$91 million on its $225 million asset-based revolving credit
facility as of September 30, 2015. The company had no borrowings
and $11 million of letters of credit outstanding. Moody's expects
TMS to generate sufficient EBITDA to cover cash interest,
maintenance capital spending and expansionary capital spending
associated with new contracts over the next 12 to 18 months.
However, free cash flow generation will depend on the extent to
which the company is awarded new contracts and whether improved
business conditions require investments in working capital. TMS has
generated modestly positive free cash flow in 2015 as it
significantly reduced working capital in the face of weaker demand.
The negative outlook reflects the likelihood that TMS
International's operating results will remain under pressure and
its credit metrics weak for its rating in the near term. The
outlook could be stabilized if operating results and credit metrics
improve and the leverage ratio (Debt/EBITDA) declines below 5.5x or
the interest coverage ratio (EBIT/Interest Expense) rises above
1.5x.
TMS International's ratings are not likely to experience upward
pressure in the near term. However, the ratings would be considered
for an upgrade if the company achieves substantially improved
operating results and credit metrics. This would include
maintaining a leverage ratio below 4.5x and an interest coverage
ratio above 2.0x on a sustainable basis.
The ratings would be considered for a downgrade if the company
experiences a material reduction in borrowing availability or
liquidity or if its leverage ratio remains above 5.5x or its
interest coverage ratio below 1.0x on a sustainable basis.
TRIPLANET PARTNERS: Sale-Based Plan Confirmed
---------------------------------------------
TriPlanet Partners, LLC, has won confirmation of a plan of
liquidation that contemplates distributing proceeds from the sale
of its apartment in New York to satisfy allowed claims pursuant to
their statutory priorities.
The Plan provides for (i) the distribution of the proceeds from
sale of the apartment located at 402 West Broadway, 4th Floor, New
York, New York, and (ii) using the sale proceeds, along with
available cash on hand, to satisfy holders of allowed claims
pursuant to their statutory priorities.
Under the Plan, Benjamin Roberts's secured claim of $1,300,000 will
be paid from the sale proceeds pursuant to the terms of their
settlement agreement. Depending on the allowed amount of priority
tax claims, holders of unsecured claims may receive a pro rata
distribution on account of their allowed claims. The Debtor's
interests will be cancelled.
Administrative claims are estimated at $1.6 million. Priority tax
claims are estimate at $17,000. Unsecured claims are estimated to
total $8.68 million. Subordinated insider claims are estimated at
$14.4 million.
Mr. Roberts was dismissed by the Debtor in 2012. He later sued the
Debtor and related entities prepetition for unpaid wages, and for
misappropriating corporate funds. In the Debtor's bankruptcy case,
he filed a claim in the amount of $20.05 million. The Debtor
objected to the claim. After settlement discussions, the parties
agreed to resolve their disputes in exchange for a $1.3 million
payment to Mr. Roberts from the sale proceeds and Roberts voting in
favor of the Plan.
Contemporaneously with the filing of the motion to approve the
Disclosure Statement, the Debtor filed a motion seeking approval of
a sale of the Apartment. Subsequent to the transfer of the
Apartment from Moez to the Debtor, the Debtor retained Camelot
Brokerage Services Corp. to market the Apartment. Camelot's
retention was approved on April 20, 2015, to market the Apartment.
The Apartment was marketed to over 40 prospective purchasers. Upon
approval of the sale, the sale proceeds will be used to pay the
Roberts Claim Settlement Agreement and fund payments under this
Plan.
Plan Timeline
Triplanet filed its proposed liquidating plan and disclosure
statement on June 26, 2015. The Debtor subsequently made amendments
to the plan documents, with the latest iteration, the Second
Amended Plan of Liquidation, filed July 28, 2015.
On July 30, 2015, the Court granted the Debtor's motion for
approval of the disclosure statement and set a hearing on Aug. 28
to consider confirmation of the Plan.
Judge Robert D. Drain on Sept. 1, 2015, entered findings of fact
and conclusions of law and order confirming the Plan.
A copy of the Second Amended Disclosure Statement, as Modified,
dated July 28, 2015, is available for free at:
http://bankrupt.com/misc/Triplanet_183_2nd_Am_DS.pdf
About Triplanet Partners
Triplanet Partners LLC operated as a management consultant to the
financial services industry that delivered expert solutions in
business performance and transformation across the finance, risk,
treasury and technology functions. It owned an apartment at 402
West Broadway, 4th Floor, New York, New York.
Triplanet filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y.
Case No. 14-22643) on May 8, 2014. Sophien Bennaceur, the manager,
signed the petition. Judge Robert D. Drain oversees the case.
The Debtor disclosed $19.9 million in assets and $33.7 million in
liabilities.
The Debtor won approval to hire Robinson Brog Leinwand Greene
Genovese & Gluck P.C., as its counsel, EisnerAmper LLP, as its
accountants, and Stamell & Schager, LLP as special litigation
counsel. The Debtor also received approval to hire Joshua Rizack
as Chief Restructuring Officer.
No official committee of unsecured creditors has been appointed in
the case.
The Court set Sept. 4, 2014 as the last day for creditors to file
proofs of claim.
In February 2015, the Debtor obtained approval of $250,000 in
DIP financing to pay for ongoing administrative expenses.
VARSITY BRANDS: $125MM Add-on Loan No Impact on Moody's B2 CFR
--------------------------------------------------------------
Moody's Investors Service stated that Varsity Brands Holding Co,
Inc.'s proposed add-on term loan offerings in an aggregate amount
of $125 million, consisting of a $75 million add-on to the first
lien term loan due 2021 and a $50 million add on to the second lien
term loan due 2022, do not impact the company's ratings, including
its B2 corporate family rating, B2-PD probability of default rating
and B1 rating for the first lien term loan, or its stable rating
outlook.
The add-ons will increase Varsity Brands' first lien term loan due
2021 to $875 million and second lien term loan due 2022 to $320
million. The terms in the credit agreements are expected to remain
substantially unchanged. The proceeds from the proposed add-on term
loans will be used to replenish balance sheet cash used to fund the
recent acquisition of JAM Brands, a provider of cheerleading
competitions, and to fund a contemplated acquisition of a team
sports apparel and fundraising business, which is complementary to
the company's BSN division. Pro forma for the proposed
transactions, Varsity Brands' debt to EBITDA (inclusive of Moody's
adjustments) is estimated at 5.6x and adjusted EBIT to interest
coverage at 1.4x compared to 5.5x and 1.6x, respectively, where
these metrics stood at September 30, 2015.
The company's ratings are unaffected given that its credit metrics
do not change materially as a result of these transactions. The
contemplated acquisitions increase the company's pro forma revenues
to about $1.4 billion and are complementary to its existing product
offering. Moody's anticipates that Varsity Brands' ability to
successfully integrate acquisitions combined with the expected
organic revenue growth in its BSN and Varsity divisions as well as
margin improvement to stem from cost cutting initiatives will
result in modest improvement in its credit metrics over the next 12
to 18 months, absent any additional transactions.
Existing ratings include:
Issuer: Varsity Brands Holding Co. Inc.:
Corporate Family Rating, B2;
Probability of Default Rating, B2-PD;
Issuers: Varsity Brands Holding Co. Inc. and Hercules
Achievement, Inc., as joint and several co-borrowers:
$800 million first lien senior secured term loan
facility due 2021 (to be upsized to $875 million),
B1(LGD3);
Stable rating outlook.
RATINGS RATIONALE
Varsity Brands' B2 Corporate Family Rating (CFR) reflects the
company's high debt leverage, its acquisitive nature and the
associated integration risks, modest operating margins, as well as
weakness in Herff Jones' legacy yearbook and achievement segments,
which are vulnerable to economic cycles, slow erosion of demand for
consumer affinity products, and school budget constraints. The
rating is supported by the company's solid free cash flow
generation and the flexibility it has to pursue cost savings
initiatives subsequent to termination of the ESOP structure as part
of the December 2014 LBO. The rating also positively reflects
Varsity Brands' solid position within its niche markets and
operational diversity provided by BSN (team sports apparel and
equipment) and Varsity (cheerleading dance uniform and camp
businesses) divisions to the company's yearbook and scholastic
businesses that operate in mature markets. Moody's believes this
business profile supports relative stability of revenues and
provides a platform for continued organic growth supported by
increased participation in athletic and cheerleading activities.
Varsity Brands has a good liquidity profile. The liquidity is
supported by the company's solid free cash flow generation, the
availability under its $120 million ABL revolving credit facility
expiring in 2019, flexibility under the springing fixed charge
coverage covenant, and an extended debt maturity profile. The
company's liquidity is somewhat constrained by the seasonality of
its cash flows and working capital needs.
The stable rating outlook reflects Moody's expectations that the
company's organic growth and cost savings initiatives will result
in EBITDA growth and solid free cash flow generation, allowing for
consistent de-leveraging over the next 12 to 18 months. The outlook
also incorporates Moody's expectation that the company will
maintain good liquidity and a disciplined approach to acquisitions.
The ratings could be downgraded if the company's adjusted
debt-to-EBITDA is sustained above 6.0x, if operating performance
deteriorates for any reason, or if free cash flow generation or
liquidity materially weakens. An aggressive acquisition strategy
could also pressure the ratings.
The ratings could be considered for an upgrade if the company
reduces its adjusted debt-to-EBITDA sustainably below 4.0x through
earnings growth and debt reduction, while maintaining a
conservative approach to acquisitions and good liquidity.
VARSITY BRANDS: S&P Affirms 'B' CCR on Debt Add-on
--------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Indiana-based Varsity Brands Holding Co. Inc., including
the 'B' corporate credit rating. The rating outlook is stable.
Varsity Brands Holding and Hercules Achievement Inc. (collectively,
Varsity Brands) are coborrowers under the asset-based and senior
secured term loans.
S&P's 'B' corporate credit rating on Varsity Brands Holding
reflects the company's leadership position, albeit in fragmented
and competitive markets, and its "highly leveraged" financial risk
profile.
"The stable rating outlook reflects our expectation that Varsity
Brands Holdings' debt leverage will steadily decline to the low-5x
area over the next 12 months, and the company will continue to
increase organic revenue at a mid-single-digit percent rate and
maintain EBITDA margins above 15%," said Standard & Poor's credit
analyst Khaled Lahlo.
S&P could raise the rating if the company delivers
stronger-than-expected organic operating performance and gives
strong indications that it will sustain expansion in EBITDA margin
above 15%. An upgrade would also entail the company's commitment
to maintaining a financial policy where lease-adjusted leverage
remains at or below 5x on a sustained basis.
S&P could lower the rating over the next two years if a structural
demand shift causes it to reassess the company's business
prospects. This could occur if, among other things, a
faster-than-expected decline in the achievement segment or reduced
school funding hurts the spirit and sports segments, resulting in
lease-adjusted leverage rising above 7x.
WALTER ENERGY: Several Parties Balk at Key Employee Retention Plan
------------------------------------------------------------------
BankruptcyData reported that multiple parties -- including Walters
Energy's official committee of retired employees, United Mine
Workers of America, United Steel, Paper and Forestry, Rubber,
Manufacturing, Energy Allied Industrial and Service Workers
International Union (United Steelworkers or USW), AFL-CIO, United
Mine Workers of America 1974 pension plan and trust and its
trustees, United Mine Workers of America 1992 benefit plan and its
trustees, United Mine Workers of America 1993 pension plan and
trust and its trustees, United Mine Workers of America 2012 retiree
bonus account trust and its trustees, United Mine Workers of
America cash deferred savings trust of 1988 and its trustees and
United Mine Workers of America combined benefit fund and its
trustees -- filed with the U.S. Bankruptcy Court separate
objections to Walter Energy's motion for an order (a) approving the
Debtors' key employee retention plan and (b) granting related
relief.
USW's objection explains, "For Walter Coke's active and retired
employees (as well as their surviving spouses and beneficiaries),
this Chapter 11 case poses grave uncertainties and substantial
hardship. Under a proposed Asset Purchase Agreement between the
Debtor and an acquisition vehicle created by its senior secured
lenders, the plant which employs upwards of 120 Steelworkers will
either be sold, if a concessionary collective bargaining agreement
is reached or, at the discretion of the senior lenders, turned back
to the estate with certain closure and unemployment. In addition,
Walter Coke retirees, their spouses and beneficiaries, face the
Debtors' insistent demands for the immediate termination of earned
retiree medical and other benefits and the risk that medical claims
incurred before termination of the programs will not be paid.
While demanding concessions from active employees and the
termination of retiree benefits, the Debtors now seek to pay
sizeable bonuses, equal to up to 100% of base pay to a group of
hand-picked management personnel. Such uneven treatment of the
Debtors' employees is not only unfair but ill-advised. Walter Coke
will in short order either be sold to the senior lenders - who
could easily offer retention bonuses to management without court
authorization and without depleting the estate -- or closed.
The Debtors' proposed Key Employee Retention Plan ('KERP') sends
the wrong message to the rest of the workforce, inevitably leading
to resentment and a further plummeting of employee morale....The
KERP Motion should be denied because the Debtors have not shown
that the Key Employees who would benefit from the KERP are not
insiders, and the Debtors have failed to show that it has met the
exacting standard to provide substantial retention bonuses to
insiders as required by Section 503(b)(1) of the 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.
WILSON COUNTY HOSPITAL: S&P Hikes Rating on 2003 GO Bonds From 'BB'
-------------------------------------------------------------------
Standard & Poor's Ratings Services raised its underlying rating
(SPUR) two notches to 'BBB-' from 'BB' on Wilson County Memorial
Hospital, Texas' series 2003 general obligation (GO) bonds. The
outlook is stable.
The upgrade is based on the implementation of S&P's revised
criteria, "U.S. Not-For-Profit Acute-Care Stand-Alone Hospitals",
published Dec. 15, 2014.
Revenue from an ad valorem property tax, subject to a state-imposed
total tax rate limit of 75 cents per $100 of assessed value, secure
the series 2003 bonds. The district's current property tax rate of
10.56 cents is well below the allowable limit.
"Despite the bonds being payable from property taxes, we consider
financial performance, or operating risk, to be an important credit
factor in assessing a hospital's credit quality because the health
care sector is inherently more vulnerable than traditional GO
issuers to business risk and may experience more rapid swings in
fiscal health than a comparable school district or municipal
issuer," said Standard & Poor's credit analyst Omar Tabani.
Operational risk is a credit concern to the extent that pledged
revenues may be interrupted because of bankruptcy protection or
diverted to operations. This includes GO bonds with an unlimited
ad valorem tax revenue pledge approved by voters to pay debt
service.
Wilson County Memorial Hospital (doing business as Connolly
Memorial Medical Center) is a 44-licensed-bed acute-care hospital
in Floresville, 30 miles southeast of San Antonio.
[*] Phillip Wang Joins Rimon's Bankruptcy and Creditors Practice
----------------------------------------------------------------
Beth Winegarner at Bankruptcy Law360 reported that Boutique firm
Rimon PC has lured an experienced bankruptcy and real estate
litigator from Duane Morris LLP to join the firm's teams in San
Francisco and Silicon Valley, where he'll serve as a partner,
according to Rimon.
Phillip Wang clocked six years at Duane Morris, where he worked as
a partner in the firm's downtown San Francisco office. At Rimon,
he'll continue his bankruptcy and creditors' practice, where he
represents creditors, commercial lessors, financial institutions,
business debtors, trustees and committees in all aspects of
corporate reorganization.
According to the firm's press release, Mr. Wang's bankruptcy and
creditors' rights practice includes representing secured and
unsecured creditors, commercial lessors, financial institutions,
business debtors, trustees, and committees in nearly all facets of
corporate bankruptcy reorganization cases. He handles complex
litigation, workout, restructuring and insolvency matters for
lenders, lessors, and borrowers involving securitized commercial
mortgage loans, commercial leases, guarantees, and extension and
forbearance agreements. Mr. Wang has extensive experience in
multiple jurisdictions with foreclosures and workouts related to
troubled loans, distressed assets, the appointment of receivers,
and other prejudgment remedies.
In addition, Mr. Wang represents receivers on a national basis
utilized in commercial real estate matters to stabilize distressed
assets and manage property. The underlying real property assets
are varied and include office towers, multi-family apartment
complexes, retail shopping centers, and industrial buildings.
Mr. Wang's real estate practice includes representation of
commercial developers, owners, landlords, tenants, lenders and
borrowers in all aspects of disputes and litigation concerning
commercial properties, such as complex commercial lease defaults,
breaches of guaranty, mortgage fraud, real estate secured
transaction issues, lender liability, easements, title and boundary
disputes, nuisance abatement and other real estate-related
controversies.
The firm added another high profile bankruptcy partner, Pamela
Egan, to its San Francisco office.
A copy of the report is available for free at http://is.gd/Mz36Nq
[^] BOOK REVIEW: The Rise and Fall of the Conglomerate Kings
------------------------------------------------------------
Author: Robert Sobel
Publisher: Beard Books
Softcover: 240 pages
List Price: $34.95
Review by David Henderson
Order your personal copy today at http://is.gd/1GZnJk
The marvelous thing about capitalism is that you, too, can be a
Master of the Universe. If you are of a certain age, you will
recall that is the name commandeered by Wall Street bond traders
in their Glory Days. Being one is a lot like surfing: you have to
catch the crest of the wave just right or you get slammed into the
drink, and even the ride never lasts forever. There are no
Endless Summers in the market.
This book is the behind-the-scenes story of the financial wizards
and bare-knuckled businessmen who created the conglomerates, the
glamorous multi-form companies that marked the high noon of post-
World War II American capitalism. Covering the period from the
end of the war to 1983, the author explains why and how the
conglomerate movement originated, how it mushroomed, and what
caused its startling and rapid decline. Business historian Robert
Sobel chronicles the rise and fall of the first Masters of the
Universe in the U.S. and describes how the era gave rise to a
cadre of imaginative, bold, and often ruthless entrepreneurs who
took advantage of a buoyant stock market to create giant
enterprises, often through the exchange of overvalued paper for
real assets. He covers the likes of Royal Little (Textron), Text
Thornton (Litton Industries), James Ling (Ling-Temco-Vought),
Charles Bludhorn (Gulf & Western) and Harold Geneen (ITT). This
is a good read to put the recent boom and bust in a better
perspective.
While these men had vastly different personalities and processes,
they had a few things in common: ambition, the ability to seize
opportunities that others were too risk-averse to take, willing
bankers, and the expansive markets of the 1960s. There is
something about an expansive market that attracts and creates
Masters of the Universe. The Greek called it hubris.
The author tells a good joke to illustrate the successes and
failures of the period. It seems the young son of a
Conglomerateur brings home a stray mongrel dog. His father asks,
"How much do you think it's worth?" To which the boy replies, "At
least $30,000." The father gently tries to explain the market for
mongrel dogs, but the boy is undeterred and the next afternoon
proudly announces that he has sold the dog for $50,000. The
father is proudly flabbergasted, "You mean you found some fool
with that much money who paid you for that dog?" "Not exactly,"
the son replies, "I traded it for two $25,000 cats."
While it lasted, the conglomerate struggles were a great slugfest
to watch: the heads of giant corporations battling each other for
control of other corporations, and all of it free from the rubric
of "synergy." Nobody could pretend there was any synergy between
U.S. Steel and Marathon Oil. This was raw capitalist power at
work, not a bunch of fluffy dot.commies pretending to defy market
gravity.
History repeats itself, endlessly, because so few people study
history. The stagflation of the 1970s devalued the stock of
conglomerates and made it useless a currency to keep the schemes
afloat. The wave crashed and waiting on the horizon for the next
big wave: the LBO Masters of the 1980s.
Robert Sobel was born in 1931 and died in 1999. He was a prolific
chronicler of American business life, writing or editing more than
50 books and hundreds of articles and corporate profiles. He was
a professor of business history at Hofstra University for 43 years
and he a Ph.D. from NYU.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2015. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***