/raid1/www/Hosts/bankrupt/TCR_Public/160104.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, January 4, 2016, Vol. 20, No. 4
Headlines
ADAMIS PHARMACEUTICALS: Amends Executives Employment Agreements
AFFIRMATIVE INSURANCE: Jan. 19 Hearing on Bid to Convert Case
ALPHA NATURAL: KEIP Has Insufficient Info, Retirees Complain
AMERICAN POWER: Needs More Time to File Fiscal 2015 Form 10-K
BIONITROGEN HOLDINGS: Compensation Package for CEO Approved
BIONITROGEN HOLDINGS: Jan. 21 Final Hearing on Postpetition Loan
BOOMERANG SYSTEMS: Can Borrow an Add'l $750K Under Credit Agreement
BOOMERANG SYSTEMS: Lease Decision Period Extended to March 15
BROOKSIDE CLINICAL: Case Summary & 20 Largest Unsecured Creditors
CANYON PORTAL: Case Summary & 8 Largest Unsecured Creditors
CAREFREE WILLOWS: AG/ICC to Proceed with Sale Under Its Plan
CAREFREE WILLOWS: Court Rejects Debtor's 4th Amended Plan
CARIB EL PALACIO: Case Summary & 6 Largest Unsecured Creditors
CLEAREDGE POWER: Hearing on Debtor's Plan Disclosures Jan. 7
CLEAREDGE POWER: Targeting February Confirmation of Plan
COMSTOCK MINING: Registers $50 Million of Shares for Offering
CRP-2 HOLDINGS: Committee Objects to Bid for Cash Collateral Use
DESARROLLADORA LCP: Case Summary & 20 Largest Unsecured Creditors
DF SERVICING: Secured Lender Opposes Cash Collateral Use
DIOCESE OF GALLUP: Victims' Counsel Says Deal Is Nonbinding
EIF CHANNELVIEW: S&P Lowers Issue Rating to BB-, Outlook Negative
ELBIT IMAGING: InSightec Signs Transactions with Shareholders
ELITE PHARMACEUTICALS: Amends Q1 2015 Quarterly Report
ELITE PHARMACEUTICALS: Amends Second Quarter Form 10-Q
ELITE PHARMACEUTICALS: Ashok Nigalaye Has 5.7% Stake as of Dec. 31
EMPIRE GENERATING: S&P Affirms 'B+' Rating on Sr. Sec. Term Loans
EMPIRE RESORTS: Amends Master Development Pact with EPT, et al.
EMPIRE RESORTS: May Issue 2.6M Shares Under 2015 Equity Plan
ENERGY FUTURE: Fenicle, Fahy Appeal Plan Confirmation
EPWORTH VILLA: Wins Confirmation of Reorganization Plan
ESSAR STEEL: Moody's Assigns B2 Rating on $25MM Revolver Loan
FILMED ENTERTAINMENT: Can Use Cash Collateral Until Feb. 10
FINJAN HOLDINGS: Awarded 25th Patent for Malicious Code Protection
FTE NETWORKS: Delays Filing of Fiscal 2015 Form 10-K
GENERAL STEEL: Shareholders Elect Five Directors
GENUTECH BUSINESS: Chapter 11 Plan Confirmed by Judge
GRAIL SEMICONDUCTOR: Case Summary & 20 Top Unsecured Creditors
GROUP 6842 LLC: Case Summary & 11 Largest Unsecured Creditors
INVENERGY THERMAL: S&P Assigns 'B+' Rating on $340MM Term Loan
J B JONES CONSORTIUM: Voluntary Chapter 11 Case Summary
JOE'S JEANS: Extends Maturity of A&R Credit Agreement to Feb. 8
JOHN HUDSON FARMS: Case Summary & 20 Largest Unsecured Creditors
KALOBIOS PHARMACEUTICALS: Case Summary & 20 Unsecured Creditors
KALOBIOS PHARMACEUTICALS: In Chapter 11 After Ex-CEO Arrested
LIFE PARTNERS: Transparency Alliance Says Outline Lacks Basic Info
MINERAL PARK: CEI Objects to Motion to Dismiss Ch. 11 Case
NEPHROS INC: Lawrence Centella Retires as Chairman & Board Member
NEWLEAD HOLDINGS: EisnerAmper LLP Reappointed as Auditors
NGL ENERGY: Fitch Lowers IDR to 'B+', Outlook Negative
OFFSHORE GROUP: Files Supplement for Prepack Plan
PHARMACYTE BIOTECH: Grants Option Award to CEO Waggoner
PHARMACYTE BIOTECH: To Restate Previously Issued Financial Stmts.
POSITIVEID CORP: Amends 2014 Annual Report to Correct Typo Error
PREMIER PAIN: Case Summary & 20 Largest Unsecured Creditors
QUANTUM FUEL: Fails to Comply with NASDAQ Listing Rule
QVL PHARMACY: Case Summary & 20 Largest Unsecured Creditors
ROUNDY'S SUPERMARKETS: S&P Withdraws 'B-' CCR on Kroger Deal
SALEM NURSING: Case Summary & 20 Largest Unsecured Creditors
SAMSON RESOURCES: Creditors Committee Opposes UST Bid for Examiner
SANUWAVE HEALTH: David Nemelka Has 2.7% Stake as of Dec. 24
SCORPION PERFORMANCE: Voluntary Chapter 11 Case Summary
SINOFRESH HEALTHCARE: Voluntary Chapter 11 Case Summary
SPANISH BROADCASTING: FCC OKs Exchange Stations in Puerto Rico
SWIFT ENERGY: Case Summary & 20 Largest Unsecured Creditors
SWIFT ENERGY: Files for Chapter 11 With $905M Debt-Equity Swap Deal
VICTORY MEDICAL: Dr. Jin Zhou Okayed as Special Collection Agent
VIRTUAL PIGGY: Issues $65,000 Promissory Notes to Investors
WAVE SYSTEMS: Board Approves 1-for-10 Reverse Stock Split
WESTERN CONVENIENCE: Defaults on Loan, Files for Chapter 11
ZYNEX INC: TBK Bank OKs 4th Amendment to Forbearance Agreement
[^] BOND PRICING: For the Week from Dec. 28, 2015 to Jan. 1, 2016
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ADAMIS PHARMACEUTICALS: Amends Executives Employment Agreements
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Adamis Pharmaceuticals Corporation entered into new restated
employment agreements with its executive officers, including:
Dennis J. Carlo, Ph.D., president and chief executive officer;
David J. Marguglio, senior vice president of corporate development;
Robert O. Hopkins, chief financial officer; Karen K. Daniels, vice
president of operations; and Thomas Moll, Ph.D., vice president of
research.
The agreements supersede the existing prior employment agreements
that each such officer had with the Company. The agreements do not
make any changes to current titles or base salary amounts, bonus
provisions, job responsibilities or benefits as previously
disclosed in the Company's filings with the Securities and Exchange
Commission, do not make substantive changes to provisions in the
prior agreements regarding severance payment amounts, stock
options, termination of employment, or other similar matters, and
are intended to clarify certain provisions in the prior agreements
relating to procedures for making certain payments under the
agreements following termination of employment.
About Adamis
San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.
Mayer Hoffman McCann, P.C., in San Diego, California, issued a
"going concern" qualification on the consolidated financial
statements for the transition period ended Dec. 31, 2014, citing
that the Company has incurred recurring losses from operations, and
is dependent on additional financing to fund operations.
Adamis reported a net loss of $8.15 million for the year ended
March 31, 2014, as compared with a net loss of $7.19 million for
the year ended March 31, 2013.
Bankruptcy Warning
"Our management intends to attempt to secure additional required
funding through equity or debt financings, sales or out-licensing
of intellectual property assets, seeking partnerships with other
pharmaceutical companies or third parties to co-develop and fund
research and development efforts, or similar transactions. However,
there can be no assurance that we will be able to obtain any
required additional funding. If we are unsuccessful in securing
funding from any of these sources, we will defer, reduce or
eliminate certain planned expenditures and delay development or
commercialization of some or all of our products. If we do not
have sufficient funds to continue operations, we could be required
to seek bankruptcy protection or other alternatives that could
result in our stockholders losing some or all of their investment
in us," the Company states in its quarterly report for the period
ended Sept. 30, 2015.
AFFIRMATIVE INSURANCE: Jan. 19 Hearing on Bid to Convert Case
-------------------------------------------------------------
BankruptcyData reported that Affirmative Insurance Holdings'
official committee of unsecured creditors filed with the U.S.
Bankruptcy Court a motion to convert the Chapter 11 reorganization
case to a liquidation under Chapter 7.
The committee explains, "The Committee brings this motion to
convert the Debtors' cases because the Debtors have no business to
reorganize, the Debtors' estates are administratively insolvent,
and, currently, the Debtors have no hope of confirming a feasible
plan of reorganization or liquidation.
Converting the Chapter 11 Cases at this juncture will allow an
independent Chapter 7 trustee, not influenced by the Debtors'
management, to pursue and seek to monetize un-liquidated and
contingent assets for the benefit of the Debtors' creditors,
including holders of the Debtors' approximately $100 million in
unsecured debt (the Committee's constituents)….These cases are
straight liquidations with no benefit whatsoever to remaining in
Chapter 11 and incurring costs to the estate that would be incurred
in Chapter 7….Recently, the Debtors, the Debtors' secured lender,
the Illinois insurance regulator, and the Committee attempted to
negotiate the terms of a plan of liquidation.
However, with no source of funding to pay administrative expenses
and priority tax claims, it became apparent that a plan cannot be
confirmed." The Court scheduled a Jan. 19, 2016 hearing, with
objections due by Jan. 12, 2016.
About Affirmative Insurance
Affirmative Insurance Holdings, Inc., Affirmative Management
Services, Inc., Affirmative Services, Inc., Affirmative
Underwriting Services, Inc., Affirmative Insurance Services, Inc.,
Affirmative General Agency, Inc., Affirmative Insurance Group, Inc.
and Affirmative, L.L.C. sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Proposed Lead Case No. 15-12136) on Oct. 14, 2015.
The petition was signed by Michael J. McClure as chief executive
officer.
The Debtors have engaged McDermott Will & Emery LLP as general
bankruptcy counsel, Polsinelli PC as local Delaware counsel, Faegre
Baker Daniels LLP as special regulatory counsel, BDO USA LLP as
financial consultant and Rust Consulting/Omni Bankruptcy as notice
and claims agent.
The Debtors disclosed total assets of $25.20 million and total
debts of $91.26 million as of Aug. 31, 2015.
Founded in June 1998, Affirmative provides non-standard personal
automobile insurance policies for individual consumers in targeted
geographic markets. NSPAI policies provide coverage to drivers who
find it difficult to obtain insurance from standard automobile
insurance companies due to their lack of prior insurance, age,
driving record, limited financial resources, or other factors.
ALPHA NATURAL: KEIP Has Insufficient Info, Retirees Complain
------------------------------------------------------------
The Official Committee of Retired Employees appointed in the
Chapter 11 cases of Alpha Natural Resources, Inc., et al., objects
to the Debtors' request to make payments under 2015 Annual
Incentive Bonus Plan and make incentive payments to certain insider
employees for 2016.
The Official Retiree Committee argued that there is insufficient
information presently available to evaluate the Debtors' proposed
KEIP. Essential details of the KEIP, such as the identities of
nine of the 17 proposed participants, as well as the award amounts,
have not yet been available for review by the Official Retiree
Committee, given the fact that the Official Retiree Committee has
recently been formed and currently is in the midst of the process
of interviewing and hiring its professional team, the Committee
complained. Since the identities and roles of the Key Employees
have not been identified, the Official Retiree Committee said it
cannot assess whether the scope of the proposed KEIP is fair and
reasonable. Furthermore, the Debtors have not established how the
KEIP compares with prior incentive programs, the Committee further
complained.
According to the Official Retiree Committee, more information is
needed to ascertain whether the proposed KEIP is permissible under
Section 363(b) or 503(c)(3). Furthermore, the Motion to Pay Bonuses
seeks to pay 8 Executive Insiders under the 2015 Annual Incentive
Bonus plan, despite the fact that no information is provided as to
what the targets were for the 2015 AIB or the amount of the
proposed payments. The request to pay millions of dollars in
bonuses and incentives comes on the heels of the Debtors’
bankruptcy filings and at a time when the company marks its fifth
straight year of operating in the red. Despite declining revenues
since 2011, the Debtors have continued to highly compensate their
top executives through salaries, bonuses, and compensation
packages.
Furthermore, the Official Retiree Committee discoursed that
although the Debtors represent that they have completed a business
plan, that plan has not yet been provided to the Court. Therefore,
the business plan projections cannot be compared to the AIB and
KEIP to see if the targets actually are difficult to achieve and
whether management will have to "stretch" to meet their goals. The
Official Retiree Committee continued that even if the AIB and KEIP
are incentive plans not precluded under Section 503(c)(1), the
question remains whether they truly have a sound business purpose
under Sections 363(b) which provides that "the trustee, after
notice and a hearing, may use, sell, or lease, other than in the
ordinary course of business, property of the estate . . . .," as
well as under Section 503(c)(3) which prohibits a debtor from
making "other transfers or obligations that are outside the
ordinary course of business and not justified by the facts and
circumstances of the case, including transfers made to, or
obligations incurred for the benefit of, officers, managers, or
consultants hired after the date of the filing of the petition."
The Official Retiree Committee added that while the Debtors argue
that the cost of the plan is reasonable since it represents only
0.073% of the book value of their assets, that is belied by the
fact that just one month ago the Debtors told the Court that they
could not afford $2.7 million in retiree benefits if they hoped to
successfully restructure. The Official Retiree Committee claimed
that the Debtors' contention that these Key Employees need to be
provided cash bonuses ignores that the plummeting stock value has
affected all shareholders, including those retired employees who
were provided compensation, severance, and retirement benefits in
the form of stock options and to whom the Debtors now wish to
terminate paying benefits used to purchase insurance.
Debtors Respond
The Debtors ask the Court to overrule the objection of the Official
Retiree Committee claiming that the Committee, which was appointed
in these Chapter 11 cases several days before the Debtors filed the
Motion, did not immediately approach the Debtors with concerns or
requests for further information regarding the relief requested in
the Motion.
The Debtors contend that they have provided the Retiree Committee
with ample information to establish their authority to make
payments under the AIB in the ordinary course of business under
Section 363(c). In addition to the Motion, the Debtors have
provided extensive supporting documentation regarding the AIB to
the Retiree Committee promptly upon the request of its proposed
counsel, which request was not received until after the Retiree
Committee filed its Objection. This additional information,
together with the Motion, the Supplemental Declaration and the
testimony that will be provided in support of the Motion at the AIB
Hearing, establish that, among other things: (a) the metrics and
targets for the 2015 AIB were approved by the Compensation
Committee in February 2015, consistent with its historic practice;
and (b) these metrics and targets remain exactly as they were
established at that time.
Therefore, the Debtors claimed that they are authorized to make AIB
payments to the Executive Insiders in the ordinary course of
business (just as they are with respect to all of the Debtors'
other approximately 600 employees who are eligible for the AIB and
their approximately 6,400 employees who are eligible for the OSEB)
because, under the applicable standards, these programs are (a) a
continuation of the precise programs that were in place prior to
the Petition Date and (b) consistent with industry standards.
Furthermore, the Debtors countered the Retiree Committee's passing
reference to the AIB, in its argument that the KEIP is retention
and not an incentive program, stating that the AIB is, and
historically always has been, an incentive program designed for the
purpose of promoting the attainment of critical business goals,
distinct from the Debtors' retention programs.
Accordingly, the payment of amounts owed the Executive Insiders
under the AIB for 2015 is not prohibited by Section 503(c)(1).
A hearing on the KEIP request has been scheduled for Jan. 21, 2016,
at 10:00 AM.
Alpha Natural Resources, Inc. is represented by:
J.R. Smith, Esq.
Henry P. (Toby) Long, III, Esq.
Justin F. Paget, Esq.
HUNTON & WILLIAMS LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
Telephone: (804) 788-8200
Facsimile: (804) 788-8218
Email: jrsmith@hunton.com
hlong@hunton.com
jpaget@hunton.com
-- and --
David G. Heiman, Esq.
Carl E. Black, Esq.
Thomas A. Wilson, Esq.
JONES DAY
North Point, 901 Lakeside Avenue
Cleveland, Ohio 44114
Telephone: (216) 586-3939
Facsimile: (216) 579-0212
Email: dgheiman@jonesday.com
ceblack@jonesday.com
tawilson@jonesday.com
The Official Committee of Retired Employees is represented by:
Lynn L. Tavenner, Esq.
Paula S. Beran, Esq.
David N. Tabakin, Esq.
TAVENNER & BERAN, PLC
20 North Eighth Street, Second Floor
Richmond, Virginia 23219
Telephone: (804) 783-8300
Telecopy: (804) 783-0178
Email: LTavenner@tb-lawfirm.com
PBeran@tb-lawfirm.com
-- and --
John R. Owen, Esq.
Jeremy D. Capps, Esq.
Melissa Y. York, Esq.
HARMAN, CLAYTOR, CORRIGAN & WELLMAN
P.O. Box 70280
Richmond, Virginia 23255
Telephone: (804) 747-5200
Facsimile: (804) 747-6085
Email: jowen@hccw.com
jcapps@hccw.com
myork@hccw.com
About Alpha Natural
Alpha Natural -- http://www.alphanr.com/-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015. The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the case.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker.
Kurtzman Carson Consultants, LLC, is the Debtors' claims and
noticing agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors.
AMERICAN POWER: Needs More Time to File Fiscal 2015 Form 10-K
-------------------------------------------------------------
American Power Group Corp filed with the U.S. Securities and
Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the year ended Sept.
30, 2015, saying it requires additional time to prepare and file
its Form 10-K. The Company further represents that the Form 10-K
will be filed by no later than the 15th day following the date on
which the Form 10-K was due.
The Company anticipates reporting revenues from continuing
operations of approximately $3.0 million for the fiscal year ended
Sept. 30, 2015, as compared to approximately $6.3 million for the
fiscal year ended Sept. 30, 2014. Because the Company's dual fuel
technology displaces higher cost diesel fuel with lower cost and
cleaner burning natural gas, the recent decrease in oil/diesel
pricing has impacted the timing of dealer restocking orders and the
implementation schedules of existing and prospective customers in
the near term due to the current tighter price spread between
diesel and natural gas.
The Company anticipates reporting an operating loss from continuing
operations of approximately $4.4 million for fiscal year ended
Sept. 30, 2015, as compared to an operating loss from continuing
operations of approximately $2 million for the fiscal year ended
Sept. 30, 2014.
During the fiscal year ended Sept. 30, 2015, the Company
retroactively implemented, as of Oct. 1, 2013, the correction of an
accounting error relating to the valuation of certain warrants
containing anti-dilution adjustment provisions issued in
conjunction with private placements of 10% Convertible Preferred
Stock in 2012 and 2014. As a result of this correction, the
Company anticipates reporting non-cash warrant valuation income of
approximately $5.8 million for the fiscal year ended Sept. 30,
2015, as compared to non-cash warrant valuation income of
approximately $2.3 million for the fiscal year ended Sept. 30,
2014.
As a result of the forgoing information, the Company anticipates
reporting net income of approximately $0.5 million for the fiscal
year ended Sept. 30, 2015, as compared to a net income of
approximately $0.04 million for the fiscal year ended Sept. 30,
2014.
In addition, as a result of the operating losses incurred to date,
the Company anticipates reporting a net working capital deficit of
approximately $3.0 million (including $2.5 million of current
convertible notes payable which converted into equity in October
2015) at Sept. 30, 2015, as compared to working capital of
approximately $0.7 million at Sept. 30, 2014.
About American Power Group
American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural Gas conversion technology for vehicular, stationary and
off-road mobile diesel engines. American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time. The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent. The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures. Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market. Additional information at
http://www.americanpowergroupinc.com/
American Power reported a net loss available to common stockholders
of $3.25 million on $6.28 million of net sales for the year ended
Sept. 30, 2014, compared to a net loss available to common
stockholders of $2.92 million on $7.01 million of net sales for the
year ended Sept. 30, 2013.
As of June 30, 2015, the Company had $8.9 million in total assets,
$7.7 million in total liabilities and $1.1 million in total
stockholders' equity.
BIONITROGEN HOLDINGS: Compensation Package for CEO Approved
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BankruptcyData reported that the U.S. Bankruptcy Court approved
BioNitrogen Holdings' motion to implement a compensation package
for its chief executive officer Graham Copley.
As previously reported, "The Debtors believe that the relief sought
herein arises in the ordinary course of business in connection with
corporate governance and operational matters. However, the Debtors
seek to provide notice to all creditors and interested parties and
obtain approval of this Court in the ordinary course of
business….The proposed compensation to Mr. Copley will be
comprised of a base salary of $260,000 per year....Payment of 60%
of Base prorated on a weekly basis (i.e., $3,000 per week) and paid
on Wednesday of each week in addition to reimbursement of actual
costs incurred for the preceding week….Balance of 40% as an
allowed Chapter 11 administrative claim to be deferred and
paid....Notwithstanding the foregoing, if the Debtor(s) emerge from
Chapter 11 as a reorganized going concern, Copley may, in his sole
discretion, waive payment in cash and retain stock in the
reorganized Debtor(s) equal to the value of the unpaid
compensation."
About BioNitrogen Holdings, Corp.
Miami, Florida-based BioNitrogen Holdings, Corp., formerly known as
Hidenet Securities Architectures, Inc., doing business as
BioNitrogen Corp. and its affiliates filed for Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 15-29505 - 15-29515) on Nov.
3, 2015. The petition was signed by Carlos A. Contreras, chairman
and chief executive officer.
Bankruptcy Judges Robert A. Mark, Laurel M. Isicoff and Jay Cristol
preside over the cases. Jacqueline Calderin, Esq., at Ehrenstein
Charbonneau Calderin represents th Debtors in their restructuring
effort. BioNitrogen Holdings has unknown assets and liabilities of
$3.5 million. BioNitrogen Florida Holdings and BioNitrogen Plant
FL Taylor estimated assets between $0 to $50,000 and debts at $1
million to $10 million.
BIONITROGEN HOLDINGS: Jan. 21 Final Hearing on Postpetition Loan
----------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved, on
an interim basis, BioNitrogen Holdings' motion to (i) authorize the
Debtors to obtain postpetition financing, nunc pro tunc to the date
of borrowing, and (ii) granting the lender superpriority
administrative expense.
The order states, "The Debtor is authorized to borrow, nun pro tunc
to the Petition Date, the sum of $40,000 (the 'Facility') from BION
Taylor for the purpose of funding the following necessary monthly
expenses of the Debtors through and including Jan. 31, 2016, and
for payment of UST fees and Clerk of Court fees, which will be paid
without further Order of Court....A Final hearing on the Motion
will be held on Jan. 21, 2016."
The Court also approved, on an interim basis, BioNitrogen Holdings'
emergency motion to (i) authorize BioNitrogen Plant FL Taylor to
provide postpetition financing to BioNitrogen Holdings and (ii)
granting BioNitrogen Plant FL Taylor a super-priority
administrative expense claim to the date(s) of borrowing. As
previously reported, "Through this Motion, the Debtors request
entry of an order (i) authorizing BION to borrow up to $126,524.84
from BION Taylor's DIP account for the purpose of funding the
Debtors' operations and emergency expenditures until such time as
the Debtors obtain an alternative source of financing; (ii)
granting BION Taylor a super-priority lien secured by all of its
affiliates' pre-petition assets, subordinated only to the lien of
Annon, and an administrative expense claim under section 503(b)(1)
for any funds advanced nunc pro tunc to the date of
borrowing....Absent this emergency funding and use of available
cash, the Debtors will suffer irreparable harm, as BION stands to
lose its highly necessary employee, facility, insurance coverage
and potentially, extremely valuable Technology patents.
In exchange, the Debtors propose that BION Taylor receive a
superpriority lien under section 364(c)(1), subordinate only to
Annon, and a priority administrative expense claim Thus, under the
circumstances, the Debtors believe that the need for the proposed
emergency financing meets the standards required by Rule". The
Court scheduled a Jan. 21, 2016 final hearing on the motion.
About BioNitrogen Holdings, Corp.
Miami, Florida-based BioNitrogen Holdings, Corp., formerly known as
Hidenet Securities Architectures, Inc., doing business as
BioNitrogen Corp. and its affiliates filed for Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 15-29505 - 15-29515) on Nov.
3, 2015. The petition was signed by Carlos A. Contreras, chairman
and chief executive officer.
Bankruptcy Judges Robert A. Mark, Laurel M. Isicoff and Jay Cristol
preside over the cases. Jacqueline Calderin, Esq., at Ehrenstein
Charbonneau Calderin represents th Debtors in their restructuring
effort. BioNitrogen Holdings has unknown assets and liabilities of
$3.5 million. BioNitrogen Florida Holdings and BioNitrogen Plant
FL Taylor estimated assets between $0 to $50,000 and debts at $1
million to $10 million.
BOOMERANG SYSTEMS: Can Borrow an Add'l $750K Under Credit Agreement
-------------------------------------------------------------------
BankruptcyData reported that Boomerang Systems filed with the U.S.
Bankruptcy Court a notice of filing of an executed version of its
debtor-in-possession credit agreement and related first amendment.
The notice states, "Exhibits A and B are executed versions of the
Debtor-in-Possession Credit Agreement dated as of Dec. 22, 2015,
and the related First Amendment thereto, respectively.'
According to documents filed with the Court, the amendment
reflects, "Subject to the terms and conditions of this Agreement,
the Borrowers will be entitled to request additional Loans (each a
'Draw') up to an aggregate amount of $750,000, with $250,000 to be
funded upon execution of this Amendment after approval by the Court
and the remaining $500,000 to be funded into to an Escrow Account
to be disbursed upon confirmation of the Liquidating Plan (as
defined in Section hereof), as set forth in the Budget attached
hereto as Exhibit A….On the date hereof, the Lenders shall fund
the Initial Draw as contemplated by Section 2.3.2 of the Credit
Agreement.
The remainder of the Commitment ($500,000) shall be funded into an
escrow account established at a mutually agreed upon financial
institution pursuant to the escrow agreement attached hereto as
Exhibit B (the 'Escrow Account')….This Escrow Agreement is made
and entered into to be effective as of the 22nd day of December,
2015 ('Effective Date'), by and among Boomerang (Borrower),
Sullivan HazeltineAllinson LLC ('Escrow Agent') and Game Over
Technology Investors, ('Lender')."
About Boomerang Systems
Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(OTCMKTS: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.
As of March 31, 2015, the Company had $6 million in total assets,
$19.5 million in total liabilities, and a $13.5 million total
stockholders' deficit.
Boomerang Systems, Inc., and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18,
2015.
The Company has engaged the law firms of Togut, Segal & Segal LLP
as general bankruptcy counsel, Ciardi, Ciardi & Astin as local
bankruptcy counsel, and Garden City Group, LLC, as claims and
noticing agent. In addition, the Company has retained the law
firmBerg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the
Southern District of New York against the Company's defaulting
lender.
The Company's official committee of unsecured creditors is
composed of three members: AV Excellence LLC, Xaplos Inc. and Quay
Consulting. On Nov. 18, 2015, Quay Consulting replaced HERE
Lawrence Property Owner LLC, which was appointed by the Office of
the U.S. Trustee on Sept. 3, 2015.
BOOMERANG SYSTEMS: Lease Decision Period Extended to March 15
-------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended until March 15, 2016, Boomerang
Systems, Inc., et al.'s time to assume or reject unexpired
nonresidential real property.
As reported by the Troubled Company Reporter on Dec. 23, 2015, the
Debtors are party to five unexpired leases of nonresidential real
property. The Debtors tell the Court that they have not yet
determined at this time whether to assume or reject three of these
unexpired leases.
The Debtors relate that they have not yet evaluated whether it
would be profitable for the estates to assume and assign the
Unexpired Leases or whether rejection is preferred. The Debtors
are contemplating a sale of the estate assets or a plan of
reorganization, and the Unexpired Leases could be valuable for
these efforts. If, however, the Debtors are unable to attract
purchasers of its assets or does not go forward with a plan, the
Unexpired Leases must be rejected, the Debtors say. Nothing would
be gained by requiring the Debtors to prematurely assume or reject
the Unexpired Leases.
The extension will afford the Debtors a meaningful opportunity to
make an informed determination regarding the assumption or
rejection of the Unexpired Leases as contemplated by chapter 11 and
will ensure that the Debtors do not lose the opportunity to assume
or reject any other nonresidential real property leases, of which
it may currently not be aware, the Debtors assert.
About Boomerang Systems
Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.
Boomerang Systems, Inc., and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18,
2015.
The Company has engaged the law firms Togut, Segal & Segal LLP as
general bankruptcy counsel, Ciardi, Ciardi & Astin as local
bankruptcy counsel, and Garden City Group, LLC, as claims and
noticing agent. In addition, the Company has retained the law firm
Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the
Southern District of New York against the Company's defaulting
lender.
The Company's legal advisors are Akin Gump Strauss Hauer & Feld
LLP in the U.S. and Bennett Jones in Canada. Richards Layton &
Finger, P.A., is legal co-counsel in the Chapter 11 cases.
Houlihan Lokey Capital, Inc., is serving as financial advisor.
Garden City Group Inc. is the claims and noticing agent.
BROOKSIDE CLINICAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Brookside Clinical Laboratory, Inc.
2901 Duttons Mill Road, Suite 100
Aston, PA 19014
Case No.: 15-19215
Chapter 11 Petition Date: December 31, 2015
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Judge: Hon. Jean K. FitzSimon
Debtor's Counsel: Eugene J. Malady, Esq.
EUGENE J. MALADY, LLC
211 N. Olive Street, Suite 1
Media, PA 19063
Tel: (610) 565-5000
Email: emalady@ejmcounselors.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by John J. Iacono, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/paeb15-19215.pdf
CANYON PORTAL: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Canyon Portal II, LLC
6900 East Camelback Rd., Ste. 915
Scottsdale, AZ 85251
Case No.: 15-16313
Type of Business: Single Asset Real Estate
Chapter 11 Petition Date: December 31, 2015
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Eddward P. Ballinger Jr.
Debtor's Counsel: Anthony P. Cali, Esq.
STINSON LEONARD STREET LLP
1850 N Central Ave, Ste 2100
Phoenix, AZ 85004
Tel: 602-212-8509
Fax: 602-586-5209
Email: anthony.cali@stinsonleonard.com
- and -
Thomas J. Salerno, Esq.
STINSON LEONARD STREET LLP
1850 N Central Ave., Ste. 2100
Phoenix, AZ 85004
Tel: 602-212-8508
Fax: 602-240-6925
Email: thomas.salerno@stinsonleonard.com
Total Assets: $29.55 million
Total Debts: $22.62 million
The petition was signed by Al Spector, manager.
List of Debtor's eight Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Atherton Ventures, LLC Lease $188,672
Canyon Portals Properties, LLC Management $101,592
Contract
RDS-Arizona Trade Debt $12,093
Hale's Roofing Trade Debt $1,685
Western Paper Distributors Trade Debt $1,126
Waste Management of Arizona Utility $821
Merit Technology Partners Trade Debt $290
Specialty Textile Services Trade Debt $41
CAREFREE WILLOWS: AG/ICC to Proceed with Sale Under Its Plan
------------------------------------------------------------
AG/ICC Willows Loan Owner, L.L.C., the principal secured creditor
of debtor Carefree Willows, LLC, filed on Aug. 21, 2015, a document
entitled "Clarification and Waiver of Election under Plan in Light
of August 19, 2015 Hearing." Thereafter, the Debtor filed a
response to that document on August 25 as well as an errata on Aug.
26. AG then filed a reply on Aug. 27.
According to AG/ICC, at the hearing before the Court on Aug. 19,
2015, the Bankruptcy Court inquired the of counsel for AG/ICC
whether the Plan allowed for a sale of the Debtor's property in the
Bankruptcy Court and whether AG/ICC would pursue such a sale in
Bankruptcy Court if its Plan were confirmed.
As indicated at the hearing, AG/ICC reaffirmed its prior
submissions to the Court that the reference to "foreclosure
proceedings" under AG/ICC's Plan is intended to be construed to
provide for an auction in the Court, pursuant to AG/ICC's Plan,
under 11 U.S.C. Sec. 1123(5)(D), 1129(b), subject to Sec. 363(f)
and (k). [See, e.g. Doc. 1321, 13-14.] By its regular meaning,
foreclosure is defined as "a legal proceeding to terminate a
mortgagor's interest in property, instituted by the lender (the
mortgagee) either to gain title or to force a sale in order to
satisfy the unpaid debt secured by the property." BLACK'S LAW
DICTIONARY (West 3d ed. Pocket ed. 2006), 295 (emphasis added).
Similarly, the sale under AG/ICC's Plan will terminate the Debtor's
estate and "foreclose" the Debtor's interest in the Property.
Thus, under the Plan, AG/ICC would obtain control over its
collateral, and, as part of its administration of the Plan, would
proceed with an open market sales process of the Property in the
Court, with customary sales procedures which in light of AG/ICC's
election can now be included in the confirmation order. Sections
VII.H and VII.G of the Plan provides that AG/ICC may take "any
actions necessary and appropriate to promote and implement the Plan
or to carry out the purposes of the Plan". AG/ICC also cited In re
Gilbert, No. 09-06538-TBB-11, 2010 Bankr. LEXIS 4559 (Bankr. N.D.
Ala. Dec. 9, 2010) (outlining a substantially similar procedure
under a creditor's plan). The customary sale procedures to be set
by the confirmation order would provide, at a minimum:
1. An auctioneer will be designated, and the Property will be
sold at auction in open court by the auctioneer in accordance with
the bid procedures;
2. The Property will be sold to the bidder that submits the
highest and best cash bid for the collateral, subject to 11 U.S.C.
Sec. 363(k);
3. The sale, subject to 11 U.S.C. Sec. 363(f) and (k), will be
free and clear of liens, with such liens to attach to the proceeds
of such sale;
4. The minimum purchase price, and starting bid, for the
Property will be set at $36,240,000, or such other amount may be
ordered by the Court;
5. Approved bidders will be required to submit a proposed
purchase and sale agreement, demonstrate non-contingent and
available funds sufficient to pay the minimum purchase price in
cash and submit a deposit as ordered by the Court. AG/ICC will be
approved as a bidder under the bid procedures and AG/ICC will have
all rights to credit bid provided for under the Bankruptcy Code;
6. AG/ICC's liens will attach to the proceeds of the sale and
will be treated pursuant to the Bankruptcy Code. The Debtor
remains structurally intact under the Plan (Plan, Sec.VII.H) and
therefore the Debtor's equity will be treated consistent with the
absolute priority provisions under the Bankruptcy Code.
The Plan proposes that AG/ICC can elect between receiving title to
the Property under the Plan or proceeding with a sale of the
Property.
In the follow-up to the Court's query at the August 19 hearing,
AG/ICC is making clear that it is electing to forego the option
under its Plan to receive the Property in partial satisfaction of
its secured claim under the Plan. That is, AG/ICC elects instead
to obtain control over its collateral and, as part of the
administration of the Plan, proceed with a sale of the Property in
the Court pursuant to AG/ICC's Plan, provided however, that
AG/ICC's credit bidding rights under the Bankruptcy Code remain
intact and unimpaired. In that the Plan does not deny the Debtor's
equity the ability to qualify as an approved bidder and cash bid at
an auction of the Property, this represents a significant
concession on AG/ICC's part.
As indicated, AG/ICC desires a resolution of this case and towards
that end is making this significant concession to accommodate the
Debtor's equity and encourage other approved bidders to participate
in the open auction of the Property.
Debtor's Objection
The Debtor tell the Court that the "Clarification And Waiver Of
Election Under Plan" is in reality an amended plan, no different in
posture than the Debtor's Fifth Amended Plan. AG has acknowledged
that its First Amended Reorganization Plan is deficient, and
requires modification. Moreover, the Clarification proposes to
establish bidding procedures without any motion, notice or hearing,
and to allow AG to bid its secured claim despite an outstanding
claim objection. In the event the Court grants this motion, the
Debtor intends to file, without limitation, a motion pursuant to 11
U.S.C. Sec. 363(k), limiting AG's right to credit bid.
"If the Court is to consider AG's 'Clarification,' it should also
consider the Debtor's Fifth Amended Plan Of Reorganization. The
impetus behind AG's 'Clarification' is the extraordinary increase
in value of the property, which is the same impetus for the Debtor
filing its Fifth Amended Plan of Reorganization," the Debtor said.
AG's Response
"He who comes into equity must come with clean hands," AG points
out in response to the Debtor's objection.
In the Court's Order Staying the Debtor's Proposed Fifth Amended
Plan of Reorganization, the Court alluded to the Designation Order
and the finding that the Debtor had acted in bad faith. Id. The
Court ruled that "[u]nder these circumstances, allowing the same
plan proponent to proceed with another Chapter 11 plan modified
pursuant to Section 1127(a) is unwarranted."
The Debtor's Response asserts that AG/ICC's clarification is a
"modification," and that if AG/ICC is allowed to modify its plan,
so should the Debtor be. AG/ICC does not agree that it is seeking
modification. But, even if it were, the Debtor's argument ignores
that a reason for the Court's stay of the Debtor's proposed Fifth
Amended Plan of Reorganization was, among other things, the
Debtor's bad faith. AG/ICC labors under no similar impediment.
Attorneys for AG/ICC Willows Loan Owner, LLC:
COOLEY LLP
Ali m. M. Mojdehi, Esq.
Janet D. Gertz, Esq.
Allison M. Rego, Esq.
4401 Eastgate Mall
San Diego, CA 92121
Telephone: (858) 550-6000
Facsimile: (858) 550-6420
E-mail: amojdehi@cooley.com
jgertz@cooley.com
arego@cooley.com
Attorney for debtor Carefree Willows LLC:
Alan R. Smith, ESQ. #1449
LAW OFFICES OF ALAN R. SMITH
505 Ridge Street ELECTRONICALLY FILED
Reno, Nevada 89501
Telephone: (775) 786-4579
Facsimile: (775) 786-3066
E-mail: mail@asmithlaw.com
About Carefree Willows
Carefree Willows LLC is the owner of a 300-unit senior housing
complex, located 3250 S. Town Center Drive, in Las Vegas, Nevada.
Carefree Willows filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 10-29932) on Oct. 22, 2010. The Debtor disclosed $30.6 million
in assets and $36.5 million in liabilities as of the Chapter 11
filing.
The Law Offices of Alan R. Smith, in Reno, Nevada, serves as
counsel to the Debtor. AG/ICC Willows Loan Owner, LLC, is
represented in the case by Ali M.M. Mojdehi, Esq., Allison Rego,
Esq., Janet Dean Gertz, Esq., at COOLEY LLP.
CAREFREE WILLOWS: Court Rejects Debtor's 4th Amended Plan
---------------------------------------------------------
Carefree Willows LLC, which has languished under Chapter 11
protection for more than five years, has received a ruling
rejecting the fourth amended version of its proposed reorganization
plan.
An evidentiary hearing concerning two competing reorganization
plans was conducted over the course of nine days, in May until
August 2012. One plan was proposed by petitioner Carefree Willows,
LLC and the other plan was proposed by creditor AG/ICC Willows Loan
Owner, LLC.
Under the Debtor's Plan, the Debtor intends to retain the Property,
pay its creditors over time, and have existing equity holders
maintain control of the business operations. The Debtor proposes
to finance the reorganization process with a $9,000,000
contribution from Templeton Investment Corporation. In exchange
for this contribution, the current members of the Debtor will
retain their equity in the reorganized debtor.
The Plan proposes to pay over time AG's Class 1 claim secured by
the Property as well as AG's Class 3 claim secured by the bus.
Additionally, the Plan proposes to use the $9,000,000 contribution
to pay in full the Class 2 deficiency claim of AG31 as well as the
claim of Pause 1, LLC, to pay $250,000 to Willows Account, and to
pay approximately $10,000 to the Class 4 general unsecured
creditors on the effective date.
Judge Mike K. Nakagawa ruled that the Debtor's proposed Plan fails
to meet all of the requirements of Sections 1129(a) and 1129(b)
regardless of which valuation is used for the Property. The court
concludes that Debtor's Plan does not meet all of the requirements
for "cramdown" under Section 1129(b). As to the impaired classes
that have not accepted plan treatment, i.e., AG in Classes 1 and 3,
the court concludes that the treatment of such claims is not fair
and equitable within the meaning of Section 1129(b)(2)(A) and that
the Plan unfairly discriminates against AG regarding its secured
claim.
Judge Nakagawa entered an order ruling that confirmation of
Debtor's Fourth Amended Plan of Reorganization, including the First
Amendment to Fourth Amended Plan, is denied without prejudice.
Judge Nakagawa said he will enter a separate order addressing AG's
proposed plan.
A copy of the Court's Oct. 5, 2015 memorandum decision rejecting
the Debtor's Plan is available for free at:
http://bankrupt.com/misc/Carefree_W_1448_578_Plan_Ruling.pdf
Attorneys for AG/ICC Willows Loan Owner, LLC:
Ali m. M. Mojdehi, Esq.
Janet D. Gertz, Esq.
Allison M. Rego, Esq.
COOLEY LLP
4401 Eastgate Mall
San Diego, CA 92121
Telephone: (858) 550-6000
Facsimile: (858) 550-6420
E-mail: amojdehi@cooley.com
jgertz@cooley.com
arego@cooley.com
Attorney for debtor Carefree Willows LLC:
Alan R. Smith, Esq.
LAW OFFICES OF ALAN R. SMITH
505 Ridge Street
Reno, Nevada 89501
Telephone (775) 786-4579
Facsimile (775) 786-3066
E-mail: mail@asmithlaw.com
About Carefree Willows
Carefree Willows LLC is the owner of a 300-unit senior housing
complex, located 3250 S. Town Center Drive, in Las Vegas, Nevada.
Carefree Willows filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 10-29932) on Oct. 22, 2010. The Debtor disclosed $30.6 million
in assets and $36.5 million in liabilities as of the Chapter 11
filing.
The Law Offices of Alan R. Smith, in Reno, Nevada, serves as
counsel to the Debtor. AG/ICC Willows Loan Owner, LLC, is
represented in the case by Ali M.M. Mojdehi, Esq., Allison Rego,
Esq., Janet Dean Gertz, Esq., at COOLEY LLP.
CARIB EL PALACIO: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Carib El Palacio De Los Ebanistas Inc.
PO Box 193249
San Juan, PR 00919
Case No.: 15-10369
Chapter 11 Petition Date: December 30, 2015
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Debtor's Counsel: Luis D Flores Gonzalez, Esq.
LUIS D FLORES GONZALEZ LAW OFFICE
80 Calle Georgetti Suite 202
San Juan, PR 00925-3624
Tel: 787 758-3606
Fax: 787-753-5317
Email: ldfglaw@coqui.net
Total Assets: $816,200
Total Liabilities: $1.11 million
The petition was signed by Victor Robles Marin, president.
A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb15-10369.pdf
CLEAREDGE POWER: Hearing on Debtor's Plan Disclosures Jan. 7
------------------------------------------------------------
Judge Charles Novack will convene a hearing on Jan. 7, 2016, at
10:00 a.m. (Pacific Standard Time) to consider approval of the
disclosure statement explaining the Chapter 11 plan for ClearEdge
Power, Inc., and its debtor-affiliates.
The Debtors and the Official Committee of Unsecured Creditors on
Nov. 25, 2015, filed their proposed Second Amended Disclosure
Statement and a Second Amended Joint Chapter 11 Plan.
The Plan provides for:
-- the reorganization of CEP Reorganization, Inc., formerly
known as ClearEdge Power, Inc. ("CEP"),
-- the liquidation of CEP Reorganization LLC ("CEP LLC"),
and CEP Service Reorganization, LLC ("CEPIS"), and
-- the formation of a liquidation trust pursuant to a
Liquidation Trust Agreement to be executed by the Debtors
and the liquidation trustee (and approved by the
Committee) as of the Plan effective date.
The Liquidation Trust will be managed by a liquidation trustee as
well as by an oversight committee selected by the Committee and the
Debtors, and its primary purpose will be to administer and
liquidate the liquidation trust assets (including potential
avoidance actions and other affirmative causes of action, if any)
and resolve disputed claims. The Liquidation Trust will be
responsible for making distributions to holders of allowed claims
and allowed interests, if applicable, as well as for managing all
administrative tasks necessary for ultimate resolution of these
Bankruptcy Cases pursuant to the terms of the Plan and the
Liquidation Trust Agreement.
On the Plan effective date, CEP will emerge as "Reorganized CEP"
and continue to exist as a separate corporation permitted to
conduct its business without supervision by the Bankruptcy Court.
By retaining and continuing the corporate structure of CEP, the
Plan augments the amount included in the assets to be liquidated by
the Liquidation Trust and provides a mechanism for additional
amounts to be contributed during the bankruptcy cases.
Specifically, under the Plan, (a) holders of CEP stock may elect to
be sponsors of the Plan who will pay the aggregate amount of, at
minimum, $200,000 to the Liquidation Trust on or before the date on
which the Court enters its order confirming the Plan; and (b)
Reorganized CEP will, on an annual basis, calculate, report on,
and, if required, periodically pay contributions to the Liquidation
Trust, equal to 20% of all amounts, if any, realized from tax
attributes retained by Reorganized CEP under the Plan and carried
forward or carried backward.
The Plan provides that:
-- Holders of secured claims will have a 100% recovery in
the form of (i) 100% of net proceeds from the sale of the
collateral, or (ii) the return of the collateral.
-- Holders of unsecured claims each in the amount of not more
than $3,000, which are classified as administrative
convenience claims, will recover 100% on the Effective
Date.
-- Holders of general unsecured claims will have a 3% to 6.6%
recovery. They will receive a pro rata share of
Liquidation Trust interests. If Reorganized CEP
Contributions are realized, Liquidation Trust Assets will
be increased, and distributions to general unsecured
creditors could increase up to the approximate range of
between 19% and 22%
-- Holders of allowed interests in CEP who elect to be Plan
Sponsors will have left unaltered the legal, equitable
and contractual rights to which each such holder is
entitled on account of such interest. All stock Interests
of Plan Non-Sponsors will be cancelled as of the Effective
Date.
-- In the unlikely event that a surplus of available cash
remains after creditors are paid in full, holders of CEP
interests will receive one or more distributions of
available cash.
A copy of the Second Amended Disclosure Statement is available for
free at:
http://bankrupt.com/misc/ClearEdge_888_2nd_Am_DS.pdf
Attorneys for Debtors:
Stephen T. O'Neill
Robert A. Franklin
Thomas T. Hwang
DORSEY & WHITNEY LLP
305 Lytton Avenue
Palo Alto, CA 94301
Telephone: (650) 857-1717
Facsimile: (650) 857-1288
E-mail: oneill.stephen@dorsey.com
franklin.robert@dorsey.com
hwang.thomas@dorsey.com
Attorneys for Official Committee of Unsecured Creditors
Cathrine M. Castaldi, Esq.
Howard L. Siegel, Esq.
R. Benjamin Chapman, Esq.
BROWN RUDNICK LLP
2211 Michelson Drive, Seventh Floor
Irvine, CA 92612
Telephone: (949) 752-7100
Facsimile: (949) 252-1514
E-mail: ccastaldi@brownrudnick.com
hsiegel@brownrudnick.com
bchapman@brownrudnick.com
About ClearEdge Power
Sunnyvale, California-based ClearEdge Power Inc. and two other
affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Cal. Lead Case No. 14-51955) on May 1, 2014, in San Jose.
Affiliates ClearEdge Power, LLC, and ClearEdge Power International
Service, LLC, are based in South Windsor, Connecticut, where the
manufacturing operations are located.
Privately held ClearEdge designs, manufactures, sells and services
distributed generation fuel cell systems for commercial,
industrial, utility and residential applications. ClearEdge bought
United Technologies Corp.'s UTC Power division in late 2012.
ClearEdge sought bankruptcy protection just a week after shutting
operations.
The petitions were signed by David B. Wright, chief executive
officer.
ClearEdge Power disclosed $31.3 million in assets and $67.4 million
in liabilities as of the Chapter 11 filing.
The Debtors have employed these professionals to assist in their
reorganization efforts: (i) Dorsey & Whitney LLP, as general
bankruptcy counsel; (ii) Davis Polk & Wardwell LLP, as special
corporate counsel; (iii) McNutt Law Group LLP, as special conflicts
counsel; (iv) Leonard Law Group LLP as special counsel to manage
all matters related to a certain receivership proceeding in the
Circuit Court for the State of Oregon, County of Clackamas; (v)
Kieckhafer, Schiffer & Company LLP, as 401(k) auditors; (vi) BDO
USA, LLP as accountants; (vii) KPMG, LLP as tax professionals, and
(viii) TGI Financial, Inc. dba Gerbsman Partners as financial
advisor. In addition, the Court appointed Insolvency Services
Group, Inc., serves as noticing and claims agent.
On May 22, 2014, the U.S. Trustee for Region 17 appointed five
creditors to serve in the Committee. The Committee retained Brown
Rudnick as Counsel and Teneo Securities as financial advisors.
* * *
The U.S. Bankruptcy Court in San Jose, California, on July 18,
2014, approved the sale of substantially all of the assets of the
Debtors to Doosan Corporation, a unit of Doosan Co. Ltd., of South
Korea. The Debtors changed their names to CEP Reorganization,
Inc., et al., following the sale.
The Debtors estimate that the total value of their remaining assets
as of Sept. 30, 2015, approximates $13,585,000, including
unrestricted cash equivalents of $9,821,000 and restricted cash
equivalents comprised of amounts held in trust for payments to be
made in connection with the sale of $2,834,000. The Debtors
estimate that, in addition to administrative claims, their
liabilities through Sept. 30, 2015, approximate $82,000,000,
comprised of $5,420,000 asserted as Secured Claims, $4,605,000
asserted as Priority Claims, $1,070,000 asserted as Tax Claims,
$70,935,000 asserted as General Unsecured Claims.
CLEAREDGE POWER: Targeting February Confirmation of Plan
--------------------------------------------------------
At a hearing on Jan. 7, 2016, CEP Reorganization, Inc., formerly
known as ClearEdge Power, Inc., before selling most of its assets,
will ask the Bankruptcy Court to approve the disclosure statement
explaining its Chapter 11 plan and schedule a Feb. 18, 2016
confirmation hearing on the Plan.
The Plan, which is proposed by the Debtors and the Official
Committee of Unsecured Creditors, provides for the reorganization
of CEP Reorganization, Inc. ("CEP"), the liquidation of CEP
Reorganization LLC ("CEP LLC") and CEP Service Reorganization, LLC
("CEPIS"). The liquidating trustee will administer and liquidate
the liquidation trust assets (including potential avoidance actions
and other affirmative causes of action, if any) and resolve
disputed claims.
The Plan Proponents believe that, under the Plan, there may be
sufficient cash to pay allowed secured claims, priority claims and
administrative claims in full, with a percentage pro rata
distribution on account of allowed general unsecured claims.
Based on the Court's calendar posted on its Web site, the Plan
Proponents understand that the Court has an available Chapter 11
law and motion calendar on Feb. 18, 2016. In light of the
foregoing, the Plan Proponents propose the following: the Court:
(a) establish Feb. 18, 2016, at 10:00 a.m., as the date and time
of the Confirmation Hearing;
(b) establish Jan. 14, 2015 (i.e., 35 days prior to the proposed
Confirmation Hearing Date and 28 days prior to the deadline for the
filing of objections to confirmation proposed herein) as the
deadline for the Plan Proponents, or for ISG on behalf of the Plan
Proponents, to serve the Plan Solicitation Materials;
(c) establish Feb. 11, 2016 (i.e., seven days before the
proposed Confirmation Hearing Date), as the Voting Deadline for the
submission of written acceptances or rejections of the Plan; and
(d) establish Feb. 11, 2016 (i.e., seven days before the
proposed Confirmation Hearing Date) as the deadline for the filing
and service of written objections, pursuant to Bankruptcy Rule
3020(b)(1), to confirmation of the Plan.
To enable the continued operation of CEP, before the Confirmation
Date, certain holders of CEP stock will each contribute their
proportional share of a working capital fund to CEP (the "CEP
Working Capital Fund") in the aggregate amount of, at minimum,
$200,000, and some or all of the Plan Sponsors will also contribute
certain fixed assets to CEP. In order to establish the membership
of the classes of Plan Sponsors and Plan non-sponsors as required
under the Plan, the Plan Proponents have prepared a written form
with which Equity Security Holders may submit their elections to be
Plan Sponsors (the "Plan Sponsor Election Form").
The Plan Proponents will include the Plan Sponsor Election Form and
the Debtors' updated list of Equity Security Holders solely in the
Plan Solicitation Materials sent to Equity Security Holders.
About ClearEdge Power
Sunnyvale, California-based ClearEdge Power Inc. and two other
affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Cal. Lead Case No. 14-51955) on May 1, 2014, in San Jose.
Affiliates ClearEdge Power, LLC, and ClearEdge Power International
Service, LLC, are based in South Windsor, Connecticut, where the
manufacturing operations are located.
Privately held ClearEdge designs, manufactures, sells and services
distributed generation fuel cell systems for commercial,
industrial, utility and residential applications. ClearEdge bought
United Technologies Corp.'s UTC Power division in late 2012.
ClearEdge sought bankruptcy protection just a week after shutting
operations.
The petitions were signed by David B. Wright, chief executive
officer.
ClearEdge Power disclosed $31.3 million in assets and $67.4 million
in liabilities as of the Chapter 11 filing.
The Debtors have employed these professionals to assist in their
reorganization efforts: (i) Dorsey & Whitney LLP, as general
bankruptcy counsel; (ii) Davis Polk & Wardwell LLP, as special
corporate counsel; (iii) McNutt Law Group LLP, as special conflicts
counsel; (iv) Leonard Law Group LLP as special counsel to manage
all matters related to a certain receivership proceeding in the
Circuit Court for the State of Oregon, County of Clackamas; (v)
Kieckhafer, Schiffer & Company LLP, as 401(k) auditors; (vi) BDO
USA, LLP as accountants; (vii) KPMG, LLP as tax professionals, and
(viii) TGI Financial, Inc. dba Gerbsman Partners as financial
advisor. In addition, the Court appointed Insolvency Services
Group, Inc., serves as noticing and claims agent.
On May 22, 2014, the U.S. Trustee for Region 17 appointed five
creditors to serve in the Committee. The Committee retained Brown
Rudnick as Counsel and Teneo Securities as financial advisors.
* * *
The U.S. Bankruptcy Court in San Jose, California, on July 18,
2014, approved the sale of substantially all of the assets of the
Debtors to Doosan Corporation, a unit of Doosan Co. Ltd., of South
Korea. The Debtors changed their names to CEP Reorganization,
Inc., et al., following the sale.
The Debtors estimate that the total value of their remaining assets
as of Sept. 30, 2015, approximates $13,585,000, including
unrestricted cash equivalents of $9,821,000 and restricted cash
equivalents comprised of amounts held in trust for payments to be
made in connection with the sale of $2,834,000. The Debtors
estimate that, in addition to administrative claims, their
liabilities through Sept. 30, 2015, approximate $82,000,000,
comprised of $5,420,000 asserted as Secured Claims, $4,605,000
asserted as Priority Claims, $1,070,000 asserted as Tax Claims,
$70,935,000 asserted as General Unsecured Claims.
COMSTOCK MINING: Registers $50 Million of Shares for Offering
-------------------------------------------------------------
Comstock Mining Inc. filed a Form S-3 registration statement with
the Securities and Exchange Commission relating to an offering of
up to an aggregate of $50,000,000 of any combination of its
common stock, preferred stock, debt securities, rights, units and
warrants, either individually or in units. The Company may also
offer shares of its $0.000666 par value, per share common stock or
preferred stock upon conversion of debt securities, Common Stock
upon conversion of preferred stock, or Common Stock, preferred
stock or debt securities upon the exercise of warrants.
The Company's common stock is listed on the NYSE MKT LLC under the
symbol "LODE." The last reported price of the Company's common
stock on the NYSE MKT LLC on Nov. 3, 2015, was $0.60 per share.
A copy of the Form S-3 prospectus is available for free at:
http://is.gd/IUyVlt
About Comstock Mining
Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district. The Company began acquiring
properties in the Comstock District in 2003. Since then, the
Company has consolidated a substantial portion of the Comstock
district, secured permits, built an infrastructure and brought the
exploration project into test mining production. The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining. The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.
Comstock Mining reported a net loss available to common
shareholders of $13.3 million in 2014, a net loss available
to common shareholders of $25.4 million in 2013 and a
net loss available to common shareholders of $35.1 million in
2011.
As of June 30, 2015, the Company had $48.8 million in total assets,
$26.8 million in total liabilities and $22 million in total
stockholders' equity.
CRP-2 HOLDINGS: Committee Objects to Bid for Cash Collateral Use
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of CRP-2 Holdings AA, L.P., objects to the Debtor's
request for authority to use cash collateral, arguing that the Cash
Collateral Motion and Interim Order fail to provide a carveout to
the Committee's professionals as they fail to comport with the
basic notions of fairness and equity by preventing the Committee
from adequately executing its duties under Section 1103 of the
Bankruptcy Code, undermining the adversarial system in Chapter 11
proceedings.
The Committee argued that at every turn, the Debtor and Lender have
sought to marginalize the Committee's role in the bankruptcy case,
omitting it from correspondence and key negotiations relating to
these proceedings. Additionally, it has restricted the Committee's
access to important information in the case's highly influential to
unsecured creditor recoveries and mostly failing to provide the
Committee the resources it needs to represent unsecured creditors,
said the Committee.
Furthermore, the terms of the Interim Order and Budget improperly
skewed the balance of equities in the case against unsecured
creditors for it failed to provide a reasonable carveout for the
fees and expenses of the Committee's professionals, along with
numerous other defects in the current interim order. The Committee
claimed that without a sufficient carveout, the balance of equities
in this case will be tilted against unsecured creditors,
contravening the adversarial process set up by the Bankruptcy
Code.
The Committee pointed out that in assessing whether to grant the
Debtor's Cash Collateral Motion, the Court must balance the
interests of the Debtor and other constituencies and require the
Debtor to demonstrate that its proposed financing and use of cash
collateral is in accordance with basic concepts of fairness and
equity that will ultimately inure to the benefit of the Debtor's
estate.
A hearing on the request for Cash Collateral use is scheduled for
Jan. 5, 2016, at 10:00 AM.
The Official Committee Of Unsecured Creditors is represented by:
Jonathan P. Friedland, Esq.
Elizabeth B. Vandesteeg, Esq.
Jack O’Connor, Esq.
SUGAR FELSENTHAL GRAIS & HAMMER LLP
30 N. LaSalle St., Ste. 3000
Chicago, Illinois 60602
Telephone: (312) 704-9400
Facsimile: (312) 372-7951
Email: jfriedland@sugarfgh.com
evandesteeg@sugarfgh.com
joconnor@SugarFGH.com
About CRP-2 Holdings
CRP-2 Holdings AA, L.P., a Delaware limited partnership that was
formed in May 2006 for the primary purpose of acquiring and
managing real property. CRP-2 is controlled by Colony Realty
Partners GP II, LLC. Between May and October of 2006, CRP-2
acquired 14 properties for a total purchase price of $286,732,400,
financing approximately 60% of the purchase price with proceeds
from a $171 million secured credit facility with JPMorgan Chase
Bank. The Debtor at present owns 10 properties consisting of six
office buildings and 26 industrial buildings located in and around
Chicago, Washington D.C., Boston and New Jersey.
CRP-2 Holdings filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Ill. Case No. 15-24683) on July 21, 2015. Judge Donald R. Cassling
is assigned to the case.
The Debtor disclosed total assets of $171,349,208 and total
liabilities of $166,637,095.
The Debtor tapped FrankGecker LLP as counsel.
The official committee of unsecured creditors tapped Sugar
Felsenthal Grais & Hammer LLP as substitute counsel effective as of
Sept. 21, 2015.
DESARROLLADORA LCP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Desarrolladora LCP, Corp.
c/o Charles A. Cuprill, PSC, Law Offices
356 Fortaleza St., Second Floor,
San Juan, PR 00901
Case No.: 15-10349
Chapter 11 Petition Date: December 30, 2015
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Debtor's Counsel: Charles Alfred Cuprill-Hernandez, Esq.
CHARLES A CUPRILL, PSC LAW OFFICE
356 Calle Fortaleza
Second Floor
San Juan, PR 00901
Tel: 787 977-0515
Email: ccuprill@cuprill.com
Total Assets: $4.55 million
Total Liabilities: $3.79 million
The petition was signed by Manuel Morales Lopez, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb15-10349.pdf
DF SERVICING: Secured Lender Opposes Cash Collateral Use
--------------------------------------------------------
Bautista Cayman Asset Company, as the prepetition secured lender to
debtors DF Investments LLC, DF Holdings LLC, DF Tier I LLC, and DF
Servicing LLC, asks the Bankruptcy Court to prohibit the Debtors'
use of cash collateral until they provide adequate protection
against the diminution in value of the Secured Lender's cash
collateral and condition the Debtors' continued use of cash
collateral on such adequate protection.
According to the Secured Lender, the Debtors have failed to move
for authorization to use its cash collateral and have
misrepresented to the Bankruptcy Court that its claims are
unsecured.
"The Debtors' misrepresentations, combined with their past refusal
to comply with their contractual obligations to provide financial
information and access to their books and records, raise
significant concerns that the Debtors are dissipating the Secured
Lender's cash collateral without authorization from this Court and
in violation of the Bankruptcy Code," says Antonio A.
Arias-Larcada, Esq., at McConnell Valdes LLC, counsel for Secured
Lender.
On July 28, 2010, DF Investments LLC entered into a Credit
Agreement, by and among DFI, as borrower; DF Holdings LLC, DF
Servicing LLC, and DF Properties LLC, as the other borrower
parties; and Doral Bank, as lender. Under the Credit Agreement,
Doral provided DFI with approximately $101 million in term loans
and, subject to certain conditions, agreed to provide an additional
$28 million in construction financing loans. Under the Credit
Agreement, interest payments are due on July 28th of each year,
without defense based on set-off, recoupment, or
counterclaim.
In February 2015, the Federal Deposit Insurance Corporation became
Doral's receiver. In March 2015, the FDIC sold the Loans to the
Secured Lender, and the Secured Lender succeeded to all of Doral's
rights and obligations under the Credit Agreement and the related
guarantee and security agreements.
DFI was required to pay interest on the Loans, in the amount of
$3,421,328 on July 28, 2015. DFI failed to make the Interest
Payment on the date due, and entered a five business day grace
period for paying the Missed Interest Payment. The Cure Period was
set to expire on Aug. 4, 2015. On Aug. 3, 2015, one day prior to
the expiration of the Cure Period, the Secured Lender and DFI
agreed (i) to toll all obligations of the various parties under the
Credit Agreement; (ii) to refrain from taking any further actions
or sending any further notices in connection therewith through Aug.
17, 2015; and (iii) upon the expiration of the Tolling Period, all
restrictions on the parties would end and the parties would be
returned to the exact same position with respect to the Loans as
they were and stood in as of Aug. 3, 2015. Pursuant to subsequent
agreements, the Secured Lender and DFI agreed to extend the Tolling
Period to Oct. 26, 2015.
Following the expiration of the Extended Tolling Period, the Cure
Period for paying the Missed Interest Payment expired on Oct. 27,
2015, and ripened into an Event of Default. On Oct. 27, 2015, the
Secured Lender declared an Event of Default and accelerated all
obligations under the Credit Agreement. The unpaid amount of all
outstanding Loans, including interest accrued and unpaid, is
currently more than $101 million.
On Oct. 27, 2015, the Secured Lender filed an action in the New
York Supreme Court against the Debtors for breach of the Credit
Agreement. In addition, on Oct. 28, 2015, the Secured Lender
exercised its remedies against the Collateral, terminated the
Debtors' access to the Deposit Account, and began UCC foreclosure
proceedings by sending out a notice of public disposition of the
Collateral. In connection with the UCC Sale, the Secured Lender
retained an auctioneer and advertised the UCC Sale four times in
the El Vocero, the New York Times, and the Wall Street Journal.
After the UCC Sale was advertised, five interested parties
contacted counsel to the Secured Lender and requested additional
information. Four of the five parties signed non-disclosure
agreements, and received a diligence package containing the loan
documents and information in the Secured Lender's possession
regarding the Collateral.
On Nov. 9, 2015, DFI filed a motion for a temporary restraining
order and preliminary injunction to block the UCC Sale in the New
York Supreme Court.
Among other things, DFI argued that it was excused from repaying
the $101 million in outstanding Loans under the Credit Agreement
because the Credit Agreement was "integrated" with two separate
agreements between DFI and Doral, Doral allegedly failed to honor
its obligations under such agreements, and the FDIC subsequently
repudiated those agreements. On Nov. 10, 2015, the New York
Supreme Court granted the TRO and set a hearing on the
preliminary injunction for Dec. 22, 2015. The New York Supreme
Court also authorized the Secured Lender to reschedule the UCC Sale
for Dec. 28, 2015, in the event that it denied the preliminary
injunction.
On Dec. 22, 2015, following extensive briefing and oral argument,
the New York Supreme Court denied the preliminary injunction,
ruling from the bench that DFI had failed to show likelihood of
success on the merits, irreparable harm, or that the equities
favored DFI. The state trial court rejected DFI's argument that
Doral's alleged breaches of the other separate agreements, and the
FDIC's subsequent repudiation of those agreements, excused DFI's
obligations to the Secured Lender under the Credit Agreement.
Notably, while raising purported defenses based on the alleged
"integration" of the Credit Agreement with two other contracts
with Doral Bank, at no time during the state court proceedings did
the Debtors contest that the Credit Agreement was secured or the
perfection of the Secured Lender's security interests in the
Collateral.
Following the state trial court's denial of a preliminary
injunction, the Debtors pursued an emergency appeal, and moved in
the Appellate Division of New York Supreme Court for a TRO and
preliminary injunction to block the UCC Sale. On Dec. 24, 2015,
after lengthy oral argument, a justice of the Appellate Division
denied the TRO request and held that the UCC Sale could proceed as
scheduled on Dec. 28, 2015.
About DF Servicing
Engaged in the business of purchase and sale of construction
projects, DF Servicing, LLC, DF Tier I, LLC, DF Investments, LLC
and DF Holdings LLC filed Chapter 11 bankruptcy petitions (Bankr.
D.P.R. Case Nos. 15-10253 to 15-10256) on Dec. 24, 2015. The
petitions were signed by Mark Mashburn, the president. Charles A
Cuprill, PSC Law Office, serves as counsel to the Debtors.
DIOCESE OF GALLUP: Victims' Counsel Says Deal Is Nonbinding
-----------------------------------------------------------
ABI.org reported that an attorney for alleged victims of sexual
abuse by priests has declined to sign a letter listing financial
terms of a settlement in the Diocese of Gallup, N.M., bankruptcy
case because the agreement is nonbinding.
About The Diocese of Gallup
The Diocese of Gallup, New Mexico, principally encompasses
American Indian reservations for seven tribes in northwestern New
Mexico and northeastern Arizona. It is the poorest diocese in the
U.S.
There are 38 active priests working in the Diocese and 27
permanent deacons also serve the Diocese along with five
seminarians. The Diocese and its missions, schools and ministries
employ approximately 50 people, and a significant number of
additional people offer their services as volunteers.
The diocese sought bankruptcy protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.M. Case No. 13-bk-13676) on Nov. 12,
2013, in Albuquerque, New Mexico amid suits for sexual abuse
committed by priests.
The bishop previously said bankruptcy will be "the most merciful
and equitable way for the diocese to address its responsibility."
The abuse mostly occurred in the 1950s and early 1960s, the bishop
said.
The petition shows assets and debt both less than $1 million.
EIF CHANNELVIEW: S&P Lowers Issue Rating to BB-, Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue rating on EIF
Channelview Cogeneration LLC to 'BB-' from 'BB'. The outlook is
negative. The recovery rating on this debt remains '1', which
indicates expectations of very high (90% to 100%) recovery under a
default scenario.
"The downgrade and negative outlook reflect our expectation of
weaker financial performance," said Standard & Poor's credit
analyst Terry Pratt. S&P's current financial forecast of
Channelview's minimum DSCR has weakened from its previous forecast
due to a decline in natural gas prices, as well as
weaker-than-expected demand growth and significant wind generation
in ERCOT. Standard & Poor's current natural gas price deck is
$3/mmBtu (2016), $3.25/mmBtu (2017), $3.50 (2018), and thereafter
escalated at 2% per year.
EIF Channelview is a limited-purpose entity that has issued project
finance debt and that owns a 856 megawatt combined-cycle natural
gas-fueled turbine power plant in the Houston sub-region of the
ERCOT market. It sits adjacent to the Lyondell Basell Equistar
chemical plant and uses a portion of its capacity to sell steam and
electricity to Equistar. It sells the remainder of its output to
third parties under short-term contracts and into the ERCOT power
market on a merchant basis. The project was initially capitalized
in 2013 with $375 million term loan B due 2020 and
$45 million revolver due 2018.
The negative outlook reflects the potential for financial
performance to weaken further due to ongoing depressed power prices
in ERCOT and the potential that the cushion over the financial
leverage covenant might be limited. S&P anticipates the project's
DSCR will be over 2x during the next 12 to 18 months.
S&P would consider a downgrade if it expected DSCRs to be
consistently below 1.5x assuming that the business risk profile
remains the same or if S&P expected the financial leverage covenant
to be breached or met only with a limited cushion. This could
occur due to a modest decline in merchant power revenues, which
would essentially require a modest decline in natural gas prices
from S&P's current Standard & Poor's price deck, or a material
deterioration in operating performance.
A revision back to a stable outlook could occur if the project's
forecast financial performance improved such that S&P would expect
minimum DSCRs to be around 2.3x over the remaining asset life. This
could occur if merchant revenues are above our current
expectations, which would require a significant increase in the
price of natural gas and improved demand growth in ERCOT.
ELBIT IMAGING: InSightec Signs Transactions with Shareholders
-------------------------------------------------------------
Elbit Imaging Ltd. announced it was informed by Elbit Medical Ltd.,
and InSightec Ltd., on the following matters:
1. EM was informed by InSightec Ltd., its associated company
(29.6% on a fully diluted basis), that Dr. Kobi Vortman will
terminate his position as the CEO of InSightec, and will
become Vice Chairman of the Board, effective as of Jan. 1,
2016, and Dr. Maurice Ferre will become CEO of InSightec
effective as of the same date (in addition to serving as
chairman of the Board).
2. In addition, Insightec and some existing and new
shareholders of InSightec signed and executed an amendment
to certain Series D Preferred Share Purchase Agreement,
dated June 26, 2014, as amended from time to time, in the
framework of which Insightec has completed investment of $22
million at a price of $1.94 per share, in consideration for
approximately 7.3% of InSightec's outstanding share capital,
on a fully diluted basis. The terms and conditions of the
Investment are the same as in the Original Share Purchase
Agreement, based on the same pre-money valuation and subject
to the below adjustments:
Under the terms of the Share Purchase Agreement, in the
event that InSightec's aggregate revenues for the years 2014
- 2015 are less than $60 million, the price per Preferred D
share will be reduced by the lower of (i) the difference (in
percentage) between the actual revenues and $60 million and
(ii) 8%, and accordingly additional shares will be issued to
all holders of Series D Shares.
3. In addition, General Electric company, Healthcare Division
of the first part, and the Shareholders of the second part
have signed and executed an agreement for the sale of 20
million Preferred B and Preferred C Shares held by GE, which
constitutes approximately 13% of InSightec's issued and
outstanding share capital (on a fully diluted basis after
the closing of the Amendment Share Purchase Agreement), at a
price of $1.25 per share. Furthermore, GE granted to the
Shareholders an option to purchase 7.5 million additional
Preferred B and B1 Shares from GE, representing
approximately 4.8% of InSightec's issued and outstanding
share capital for the same price. The option is exercisable
within one to two years following the closing date of the
transaction, subject to the conditions stipulated in the
agreement.
4. As part of the Amendment Share Purchase Agreement and the
Sale Transaction, EM waived its first refusal right to
purchase its part in the Sold Shares and its right to
participate in the Investment.
5. As part of the Amendment Share Purchase Agreement and the
Sale Transaction, InSightec's articles of association and
GE Technology, Co-Operation and Distribution Agreement of
Oct. 17, 2012, between InSightec and GE, as amended, were
amended. The aforementioned amendments were approved by
the meeting of the shareholders of InSightec on Dec. 28,
2015.
The principal amendments to the articles of association of
InSightec were: revocation of certain rights granted to GE
in InSightec's articles of association, including the right
to appoint 2 director, so that GE shall have the right to
appoint only 1 director; one of the new Shareholders shall
have the right to appoint 1 director; amending the Co-Sale
right of a shareholder when a major shareholder sells its
shares.
The principal amendments to the Cooperation Agreement were:
InSightec will be appointed as a non-exclusive distributor
for GEHC's MR Scanners in order for InSightec to sell the
scanners as an Integrated Therapy Platform (ITP) together
with InSightec's products; revocation of the right granted
to GE to get royalties' payments from InSightec and
extension of the term of the Cooperation Agreement to 5
years from the date hereof.
6. Following the closing of the Amendment Share Purchase
Agreement, EM holds approximately 32.5% of InSightec's
issued and outstanding share capital (27.5% on a fully
diluted basis). Upon completion of the Additional
Issuance, EM shall hold approximately 31.6% of InSightec
issued and outstanding share capital (26.9% on a fully
diluted basis).
The Company holds approximately 86.2% of the share capital of Elbit
Medical Technologies Ltd. (TASE: EMTC-M) (on a fully diluted
basis).
About Elbit Imaging
Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
holds investments in real estate and medical companies. The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.
Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors. Elbit has said it has been
hanging by a thread for more than five months. It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets. In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.
Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.
In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M. The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage. Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days. Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.
ELITE PHARMACEUTICALS: Amends Q1 2015 Quarterly Report
------------------------------------------------------
Elite Pharmaceuticals, Inc., has amended its quarterly report on
Form 10-Q for the quarter ended June 30, 2015.
Specifically, the Company has restated its financial statement and
revised its Management's Discussion and Analysis of Financial
Condition and Results of Operations to (i) correct its treatment of
revenue recognition for the non-refundable $5,000,000 payment from
Epic Pharma LLC pursuant to its Licensing Agreement dated June 4,
2015, with Epic; (ii) correct its accounting treatment for
Convertible Preferred Stock; and (iii) in response to certain
comments received from the Securities and Exchange Commission.
For the three months ended June 30, 2015, the Company reported net
income attributable to common shareholders of $11.16 million on
$2.16 million of total revenues compared to net income
attributable to common shareholders of $16.1 million on $7.1
million of total revenues as originally reported.
The Company's restated balance sheet as of June 30, 2015, showed
$29.91 million in total assets, $21.58 million in total
liabilities, $28.57 million in convertible preferred shares, and a
$20.23 million total stockholders' deficit.
A full-text copy of the Form 10-Q/A is available for free at:
http://is.gd/7ayEgz
About Elite Pharmaceuticals
Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals. The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.
Elite Pharmaceuticals reported net income attributable to common
shareholders of $28.9 million on $5 million of total revenues for
the year ended March 31, 2015, compared to a net loss attributable
to common shareholders of $96.5 million on $4.6 million of total
revenues for the year ended March 31, 2014.
As of Sept. 30, 2015, the Company had $28.69 million in total
assets, $16.20 million in total liabilities, $32.85 million in
convertible preferred shares and a $20.36 million total
stockholders' deficit.
ELITE PHARMACEUTICALS: Amends Second Quarter Form 10-Q
------------------------------------------------------
Elite Pharmaceuticals, Inc., has amended its quarterly report on
Form 10-Q for the period ended Sept. 30, 2015.
Specifically, the Company has restated its financial statement and
revised its Management's Discussion and Analysis of Financial
Condition and Results of Operations to (i) correct its treatment of
revenue recognition for the non-refundable $5,000,000 payment from
Epic Pharma LLC pursuant to our Licensing Agreement dated June 4,
2015, with Epic; (ii) correct its accounting treatment for
Convertible Preferred Stock for periods prior to the quarter ended
Sept. 30, 2015; and (iii) in response to certain comments received
from the Securities and Exchange Commission.
For the six months ended Sept. 30, 2015, the Company reported net
income attributable to common shareholders of $4.40 million on
$5.10 million of total revenues compared to net income attributable
to common shareholders of $9.07 million on
$9.77 million of total revenues as reported.
The Company's restated balance sheet as of Sept. 30, 2015, showed
$28.69 million in total assets, $20.87 million in total
liabilities, $32.85 million in convertible preferred shares and a
$25.03 million total stockholders' deficit.
A copy of the Form 10-Q/A is available for free at:
http://is.gd/mKeYO2
About Elite Pharmaceuticals
Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals. The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.
Elite Pharmaceuticals reported net income attributable to common
shareholders of $28.9 million on $5 million of total revenues for
the year ended March 31, 2015, compared to a net loss attributable
to common shareholders of $96.5 million on $4.6 million of total
revenues for the year ended March 31, 2014.
ELITE PHARMACEUTICALS: Ashok Nigalaye Has 5.7% Stake as of Dec. 31
------------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Ashok G. Nigalaye disclosed that as of Dec. 31, 2015,
he beneficially owns 40,494,165 shares of common stock of Elite
Pharmaceuticals, Inc., representing 5.77 percent of the shares
outstanding.
Epic Investments, LLC, Epic Pharma, LLC, and Ram Potti ceased to be
beneficial owners of more than 5% of the Common Stock on April 23,
2015. Jeenarine Narine ceased to be the beneficial owner of more
than 5% of the Common Stock on Dec. 31, 2015.
A copy of the regulatory filing is available for free at:
http://is.gd/b8wVCG
About Elite Pharmaceuticals
Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals. The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.
Elite Pharmaceuticals reported net income attributable to common
shareholders of $28.9 million on $5 million of total revenues for
the year ended March 31, 2015, compared to a net loss attributable
to common shareholders of $96.5 million on $4.6 million of total
revenues for the year ended March 31, 2014.
As of Sept. 30, 2015, the Company had $28.7 million in total
assets, $16.2 million in total liabilities, $32.9 million in
convertible preferred shares and a $20.4 million total
stockholders' deficit.
EMPIRE GENERATING: S&P Affirms 'B+' Rating on Sr. Sec. Term Loans
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
debt issue ratings on power project financing Empire Generating Co.
LLC's senior secured term loans and revolving credit facility due
in 2021 and 2019, respectively. The debt consists of a
$430 million term loan B due 2021, a $30 million funded letter of
credit term loan C due 2021, and a $20 million revolving credit
facility due 2019.
S&P revised its recovery rating to '2L' from '2H' for the senior
secured debt, indicating a substantial recovery of 70% to 80% based
on estimated asset value and debt outstanding in S&P's simulated
default scenario. The outlook is stable.
The stable outlook reflects S&P's expectations that operational
performance will be strong, the Constitution pipeline will be built
into the project's region by early 2017, and S&P's belief that
power prices, which largely stem from natural gas prices, and the
NYISO capacity market prices will not drop considerably from S&P's
assumptions in the next two to three years.
EMPIRE RESORTS: Amends Master Development Pact with EPT, et al.
---------------------------------------------------------------
Montreign Operating Company LLC, Empire Resorts Real Estate I, LLC
and Empire Resorts Real Estate II LLC, each a wholly-owned
subsidiary of Empire Resorts, Inc., on the one hand, and EPT
Concord II, LLC, EPR Concord II, L.P. and Adelaar Developer, LLC,
on the other hand, entered into an Amended and Restated Master
Development Agreement, which amends and restates that certain
Master Development Agreement, dated Dec. 14, 2012, by and between
EPT and Monticello Raceway Management Inc., a wholly-owned
subsidiary of Empire.
The MDA defines and governs the overall relationship between EPR
and the Project Parties with respect to the development,
construction, operation, management and disposition of the
four-season destination resort to be developed by the parties on
the approximately 1,700 acres owned by EPR in the Town of Thompson
in Sullivan County, NY. The initial phase of Adelaar shall consist
of the development of a resort casino to be called "Montreign
Resort Casino", a Rees Jones redesigned "Monster" Golf Course, an
Entertainment Village, which will include retail, restaurant,
shopping and entertainment and an Indoor Waterpark Lodge. The MDA
generally provides that the development of Adelaar will comply with
all requirements set forth in the gaming facility license granted
by the New York State Gaming Commission on Dec. 21, 2015, to MOC
with respect to the Montreign Resort Casino for an initial term of
ten years from an effective date of the earlier of
March 1, 2016, or upon payment of certain financial commitments
required by the NYSGC. The term of the MDA, as amended, commenced
on the Effective Date and shall, with the exception of certain
provisions relating to the operation of the facilities which
survive for the License Term, expire on the earlier to occur of the
(i) the completion and opening to the general public for business
of the Initial Projects and (ii) sooner termination pursuant to the
terms of the MDA.
In accordance with the terms of the MDA, the Project Parties shall
each be responsible for the development and construction of their
portion of the Initial Projects, with MOC responsible for the
Casino Project, GC Tenant for the Golf Course and EV Tenant for the
Entertainment Village. The Project Parties have agreed to invest a
minimum of $611,000,000 in the development and construction of the
Casino Project, $15,000,000 in the development and construction of
the Golf Course and $25,000,000 in the development and construction
of the Entertainment Village. The Project Parties have agreed to
construct the Casino Project, Golf Course and Entertainment Village
such that each project is completed within the project schedule
agreed to by the parties. During the License Term, the Project
Parties will be responsible for maintaining and operating the
Casino Project, Golf Course and Entertainment Village in material
compliance with all requirements set forth in the Gaming Facility
License. In connection with the MDA, on Dec. 28, 2015, Empire
entered into a Completion Guaranty, guaranteeing completion of the
development and construction obligations of the Project Parties
described in this paragraph.
In accordance with the terms of the MDA, EPR shall be responsible
for the development and construction of the Waterpark; and the
common infrastructure-related improvements that are required to be
constructed to enable the Initial Projects to be open and fully
operational in accordance with the Project Schedule. EPR has
agreed to be responsible for the development and construction of
the Waterpark with a minimum capital investment of $120,000,000,
and the Infrastucture. EPR plans to finance the costs of the
Infrastructure through tax exempt bonds issued by a local
development corporation. The debt service for the Infrastructure
Bonds will be funded through special district tax assessments, a
portion of which will be allocated to the Empire Project Parcels.
EPR and the Project Parties have agreed to a capped dollar amount
for each of the Empire Project Parcels above which the Project
Parties shall not be responsible. Furthermore, EPR has agreed to
construct the Waterpark and the Infrastructure in accordance with
the Project Schedule. On Dec. 28, 2015, EPR Properties, a real
estate investment trust and the parent company of EPR, entered into
a Completion Guaranty, guaranteeing completion of the development
and construction obligations of EPR described in this paragraph.
Neither party has the right to terminate the MDA unless both (a)
the Casino Lease terminates prior to the License Effective Date, in
accordance with its terms and (b) MOC fails to exercise the
Purchase Option (as defined below) prior to its expiration in
accordance with the terms and conditions of the Purchase Option
Agreement.
Casino Lease
On Dec. 28, 2015, MOC entered into a lease with EPT in
substantially the same form as the form of ground lease underlying
and attached as an exhibit to the amendment dated June 20, 2014 to
that certain Option Agreement between MRMI and EPT, dated Dec. 21,
2011. The Casino Lease has been materially amended from the
June 20, 2014, form in the following ways:
(a) MOC has an early termination option, which expires on the
License Effective Date. If MOC exercises its early
termination option, MOC will be obligated to restore the
leased premises to its original contours as of the date
prior to the commencement of construction on the leased
premises.
(b) The annual fixed rent payments under the Casino Lease are
as follows: (i) prior to the Commencement Date, MOC's sole
rent obligation under the Casino Lease will be to continue
making the same payments it would have made under the
Option Agreement; (ii) for the first year following the
Commencement Date, MOC shall have no rental payments due,
with certain prior payments made under the Option Agreement
being deemed to satisfy all rental obligations under the
Casino Lease during this period; (iii) beginning the 13th
month following the Commencement Date and continuing
through the 30th month following the Commencement Date,
annual fixed rent shall equal $1,000,000.00 per month; and
(iv) beginning the 31st month following the Commencement
Date and through the remainder of the term of the Casino
Lease, annual fixed rent shall equal $7,500,000.
(c) MOC has an obligation to pay the special district tax
assessment allocated to the Casino Parcel, not to exceed
the Empire Cap applicable to the Casino Parcel.
(d) The option to purchase the parcel underlying the Casino
Lease is now set forth in the Purchase Option Agreement.
The remaining terms and conditions of the Casino Lease remain
materially unchanged from the June 20, 2014, form.
Golf Course Lease
On Dec. 28, 2015, GC Tenant entered into a sublease with Adelaar
Developer for the lease of the premises containing the Golf
Course.
The terms of the Golf Course Lease are substantially similar to the
Casino Lease, subject to the following material differences: (a)
there is no percentage rent under the Golf Course Lease, and annual
fixed rent is equal to: (i) $0.00 prior to the date the Golf Course
opens for business to the public, (ii) $150,000.00 for the first
ten years following the Golf Course Opening Date, and (iii)
$250,000 thereafter for the remainder of the term of the Golf
Course Lease, plus GC Tenant's portion of the special district tax
assessments relating to the Infrastructure up to the Empire Cap
applicable to the Golf Course Parcel, which shall not be assessed
against GC Tenant prior to 60 months following the Commencement
Date; (b) the Golf Course Lease does not contain any affirmative
financial reporting obligations of GC Tenant or an operating
covenant of GC Tenant beyond compliance with the Gaming License and
other statutory regulations, as required for MOC to maintain its
Gaming License; and (c) an Event of Default under the Casino Lease
triggers an Event of Default under the Golf Course Lease (but not
vice versa) so long as GC Tenant is an affiliate of MOC. Empire
Resorts, Inc. has agreed to guaranty the GC Tenant's obligation to
pay the special district tax assessments relating to the
Infrastructure up to the Empire Cap applicable to the Golf Course
Parcel.
Entertainment Village Lease
On Dec. 28, 2015, EV Tenant entered into a sublease with Adelaar
Developer, for the lease of the premises containing the
Entertainment Village.
The terms of the Entertainment Village Lease are substantially
similar to the Casino Lease, subject to the following material
differences: (a) there is no percentage rent under the
Entertainment Village Lease, and annual fixed rent is equal to: (i)
$0.00 prior to the date any portion of entertainment village first
opens for business to the public, (ii) $150,000.00 for the first
ten years following the EV Opening Date, and (iii) $250,000
thereafter for the remainder of the term of the Entertainment
Village Lease, plus EV Tenant's portion of the special district tax
assessments relating to the Infrastructure up to the Empire Cap
applicable to the Entertainment Village Parcel, which shall not be
assessed prior to 60 months following the Commencement Date; (b)
the Entertainment Village Lease does not contain any financial
reporting obligations of EV Tenant or an operating covenant of EV
Tenant beyond compliance with the Gaming License and other
statutory regulations, as required for MOC to maintain its Gaming
License; and (c) an Event of Default under the Casino Lease
triggers an Event of Default under the Entertainment Village Lease
(but not vice versa) so long as EV Tenant is an affiliate of MOC.
Empire Resorts, Inc. has agreed to guaranty the EV Tenant's
obligation to pay the special district tax assessments relating to
the Infrastructure up to the Empire Cap applicable to the Golf
Course Parcel.
Purchase Option Agreement
On Dec. 28, 2015, MOC, EPT and EPR LP entered into a Purchase
Option Agreement, pursuant to which EPT and EPR LP collectively
grant to MOC the option to purchase all, but not fewer than all, of
the Empire Project Parcels. The Purchase Option commenced on the
Effective Date and shall expire on the earlier to occur of (i) the
natural expiration of the term of the Casino Lease and (ii) 90 days
following the earlier termination of the Casino Lease, if otherwise
terminated in accordance with its terms. Depending on when MOC
exercises the Purchase Option, the purchase price shall
incrementally increase. However, the purchase price for the Empire
Project Parcels shall also be reduced, subject to a maximum credit,
by the amount of certain other obligations of the Project Parties
paid to EPR.
Under the Purchase Option Agreement, EPR LP also grants to MOC the
option to purchase not less than all of the balance of the EPR
Property, excluding the Empire Project Parcels and the Waterpark
for an additional fee. The Resort Project Purchase Option may be
exercised only simultaneously with or after the exercise of the
Purchase Option. The Resort Project Purchase Option commenced on
the Effective Date and shall expire on the earlier to occur of (a)
the expiration of the Purchase Option Period or (b) the ten-year
anniversary of the earlier to occur of (i) the License Effective
Date or (ii) the exercise date of the Purchase Option.
Under the Purchase Option Agreement, EPR LP also grants to MOC a
right of first offer with respect to all or any portion of the
Resort Property. Under the terms of the ROFO, if EPR LP makes an
offer to, or rejects an offer made by, MOC, then EPR LP shall be
precluded for a period of six months from transferring the
designated portion of the Resort Property at a price and on terms
which are on the whole substantially equivalent to or worse than
those proposed or accepted by MOC. The ROFO commenced on the
Effective Date and shall continue in full force and effect until
EPR LP has sold, leased, licensed or otherwise transferred all of
the Resort Property.
On Dec. 21, 2015, Empire, through a wholly-owned subsidiary, MOC,
was awarded a Gaming Facility License by the New York State Gaming
Commission to operate Montreign Resort Casino to be located at the
site of Adelaar.
About Empire Resorts
Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.
Empire Resorts reported a net loss applicable to common shares of
$24.1 million on $65.2 million of net revenues for the year ended
Dec. 31, 2014, compared to a net loss applicable to common shares
of $27.05 million on $70.96 million of net revenues in 2013.
As of Sept. 30, 2015, the Company had $73.4 million in total
assets, $63.4 million in total liabilities and $10 million in total
stockholders' equity.
EMPIRE RESORTS: May Issue 2.6M Shares Under 2015 Equity Plan
------------------------------------------------------------
Empire Resorts, Inc., filed with the Securities and Exchange
Commission a Form S-8 registration statement to register 2,585,708
shares of the Company's common stock issuable under the Company's
2015 Equity Incentive Plan. The proposed maximum offering price is
$57.66 million. A copy of the prospectus is available for free at
http://is.gd/mwxo3z
About Empire Resorts
Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.
Empire Resorts reported a net loss applicable to common shares of
$24.1 million on $65.2 million of net revenues for the year ended
Dec. 31, 2014, compared to a net loss applicable to common shares
of $27.05 million on $70.96 million of net revenues in 2013.
As of Sept. 30, 2015, the Company had $73.4 million in total
assets, $63.4 million in total liabilities and $10 million in total
stockholders' equity.
ENERGY FUTURE: Fenicle, Fahy Appeal Plan Confirmation
-----------------------------------------------------
Shirley Fenicle, as successor-in-interest to the Estate of George
Fenicle, and David William Fahy, creditors in the Chapter 11 cases
of Energy Future Holdings Corp., et al., filed a notice of appeal
from:
(1) the Order Granting the Motion of Energy Future Holdings
Corp., et al., to Approve a Settlement of Litigation
Claims and Authorize the Debtors to Enter into and
Perform Under the Settlement Agreement, dated December 7,
2015, and
(2) the Order Confirming the Sixth Amended Joint Plan of
Reorganization of Energy Future Holdings Corp., et al.,
Pursuant to Chapter 11 of the Bankruptcy Code, dated
Dec. 7, 2015, including, without limitation, the Order
(Amended) Confirming The Sixth Amended Joint Plan of
Reorganization of Energy Future Holdings Corp., et al.,
Pursuant to Chapter 11 of the Bankruptcy Code, dated
December 9, 2015.
Shirley Fenicle and David William Fahy are represented by:
Daniel K. Hogan, Esq.
HOGAN McDANIEL
1311 Delaware Avenue
Wilmington, DE 19806
Telephone: (302) 656-7540
Facsimile: (302) 656-7599
E-mail: dkhogan@dkhogan.com
- and -
Steven Kazan, Esq.
Jack London Market, Esq.
KAZAN McCLAIN SATTERLEY & GREENWOOD
55 Harrison Street, Suite 400
Oakland, CA 94607
Telephone: (510) 302-1000
Facsimile: (510) 835-4913
- and -
Ethan Early, Esq.
EARLY LUCARELLI SWEENEY & STRAUSS
265 Church Street, 11th Floor
New Haven, CT 06508-1866
Telephone: (203) 777-7799
Facsimile: (203) 785-1671
Plan Confirmation Order
The U.S. Bankruptcy Court for the District of Delaware on Dec. 9,
2015, entered an amended order confirming the Sixth Amended Joint
Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy
Code of Energy Future Holdings Corp. ("EFH Corp.") and the
substantial majority of its direct and indirect subsidiaries,
including Energy Future Intermediate Holding Company LLC ("EFIH"),
Energy Future Competitive Holdings Company LLC ("EFCH") and Texas
Competitive Electric Holdings Company LLC ("TCEH"), but excluding
Oncor Electric Delivery Holdings Company LLC ("Oncor") and its
direct and indirect subsidiaries.
The Plan effectuates the Debtors' chapter 11 restructuring, among
other things, in the following manner:
* all of the equity interests of EFH Corp. will be
cancelled and EFH Corp.'s direct and indirect interests
in each of its subsidiaries (other than EFIH and Oncor)
will be either (a) canceled or abandoned pursuant to the
Plan, (b) acquired by New EFH pursuant to the Merger or
(c) transferred to Reorganized TCEH pursuant to the Plan,
with each such acquired or transferred subsidiary having
been discharged and released, to the fullest extent
permitted under applicable law;
* the Debtors will execute the following transactions:
* TCEH will transfer all of TCEH's interests in its
subsidiaries, and EFH Corp. and certain of its
subsidiaries will transfer (i) the equity interests in
the Reorganized EFH Shared Services Debtors and
(ii) with the consent of TCEH and the TCEH first lien
creditors, certain other assets, liabilities and equity
interests related to the TCEH Debtors' operations --
Reorganized EFH -- in each case to a newly formed limited
liability company -- Reorganized TCEH LLC;
* immediately following the completion of the Transfer,
Reorganized TCEH LLC (or a direct or indirect subsidiary
of Reorganized TCEH LLC) will contribute certain assets
to a newly formed direct or indirect corporate subsidiary
of Reorganized TCEH LLC -- Reorganized TCEH PrefCo -- in
exchange for 100% of Reorganized TCEH PrefCo's (i) common
stock and (ii) non-voting preferred stock -- Reorganized
TCEH PrefCo Preferred Shares -- and immediately
thereafter, and pursuant to a prearranged and binding
agreement, Reorganized TCEH LLC (or such direct or
indirect subsidiary of Reorganized TCEH LLC) will sell
the Reorganized TCEH PrefCo Preferred Shares to third
party investors in exchange for cash and distribute the
proceeds from such sale to TCEH -- Reorganized TCEH PrefCo
Preferred Stock Sale;
* immediately following the Reorganized TCEH PrefCo
Preferred Stock Sale, Reorganized TCEH LLC will be
converted -- Reorganized TCEH Conversion -- from a
Delaware limited liability company into a Delaware
corporation -- as converted, Reorganized TCEH; and
* immediately following the Reorganized TCEH Conversion,
TCEH will distribute (i) all of the equity of Reorganized
TCEH, (ii) the rights to receive payments under (and
otherwise share in the benefits of) a tax receivable
agreement (or similar arrangement), if any, under which
Reorganized TCEH will agree to make payments in respect
of its (or its subsidiaries') specified tax items and
(iii) the net cash proceeds from (a) all or a portion
of the new long-term debt that will be issued by
Reorganized TCEH (or one of its subsidiaries) on the
Effective Date -- New Reorganized TCEH Debt -- and
(b) the Reorganized TCEH PrefCo Preferred Stock Sale,
in each case to the first lien creditors of TCEH in
exchange for the cancellation of their claims against
TCEH;
* upon emergence from bankruptcy, the TCEH second lien
creditors, the TCEH unsecured creditors and Reorganized
TCEH will receive certain equity interests in Reorganized
EFH;
* immediately after the consummation of the EFH
Reorganization, a third-party consortium consisting of
certain TCEH second lien creditors and TCEH unsecured
creditors, an affiliate of Hunt Consolidated, Inc.,
certain other investors designated by Hunt, and
potentially certain TCEH first lien creditors, will
acquire Reorganized EFH;
* in connection with the EFH Acquisition, (i) the Investor
Group will invest or raise approximately $12.6 billion
of equity and debt financing (including approximately
$5.8 billion through a rights offering for New EFH Common
Stock to occur before the Effective Date -- Rights
Offering -- (ii) Reorganized EFH will merge with and into
Ovation Acquisition I, L.L.C. -- New EFH -- with New EFH
surviving, (iii) all allowed claims against EFH Corp. and
the EFIH Debtors will be repaid in full, and (iv) EFH
Corp.'s interests in its EFH Debtor subsidiaries will be
cancelled or, in the case of EFH Corp.'s interests in
certain Debtors, LSGT Gas Company LLC, EECI, Inc., EEC
Holdings, Inc., and LSGT SACROC, Inc., reinstated;
* pursuant to the Amended and Restated Settlement Agreement,
the Debtors, its sponsor equity owners, certain settling
TCEH first lien creditors, certain settling TCEH second
lien creditors, certain settling TCEH unsecured creditors
and the official committee of unsecured creditors of TCEH
have settled and terminated, among other things, (a)
intercompany claims among the Debtors; (b) claims and
causes of actions against holders of first lien claims
against TCEH and the administrative agent and collateral
agent under TCEH's pre-petition secured credit agreement;
(c) claims and causes of action against holders of
interests in EFH Corp. and certain related entities;
and (d) claims and causes of action against each of the
Debtors' current and former directors, managers and
officers; and
* EFCH, TCEH and certain of the other Debtor entities
(other than the subsidiaries of TCEH being transferred
to Reorganized TCEH in the Transfer) will be dissolved
and liquidated in accordance with the Plan and applicable
law.
On December 7, 2015, the Bankruptcy Court entered an order
approving the Amended & Restated Settlement Agreement and
authorizing the Debtors to take any and all actions reasonably
necessary to consummate, and to perform the obligations
contemplated by, the Amended & Restated Settlement Agreement.
A copy of the Court's December 9 Amended Confirmation Order is
available for free at:
http://bankrupt.com/misc/Energy_Future_7285_Am_Plan_Order.pdf
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases
Jointly administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring Agreement
are represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor. The EFH
equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for the
second-lien noteholders owed about $1.6 billion, is represented by
Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors. The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring. The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.
EPWORTH VILLA: Wins Confirmation of Reorganization Plan
-------------------------------------------------------
Judge Tom R. Cornish on Dec. 16, 2015, entered an order confirming
the Second Modified Plan of Reorganization (With Technical and
Clarifying Revisions, Dated Oct. 29 and Dec. 8, 2015) filed by
Central Oklahoma United Methodist Retirement Facility, Inc. d/b/a
Epworth Villa, as debtor, on Dec. 8, 2015.
A copy of the Dec. 16, 2015 Order Confirming the Plan, with the
Second Modified Plan of Reorganization, With Technical and
Clarifying Revisions, Dated Oct. 29 and Dec. 8, 2015.
http://bankrupt.com/misc/Epworth_Villa_585_Plan_Order.pdf
The Chapter 11 Plan
The Debtor was forced to seek bankruptcy protection after a $15
million-plus judgment against Epworth Villa entered by state court
in July 2014, in a lawsuit filed by William Hicks, the husband of
Virginia Hicks, a former resident of Epworth Villa. The Debtor
says that the principal challenge to reorganization was presented
by the Hicks Judgment Claim. The face amount of Hicks' aggregate
Claim ($15 million+) constitutes over 95% of the total of all
unsecured claims against Epworth Villa. Epworth Villa believes the
Judgment was legally erroneous, and has challenged that through a
pending appeal.
While Epworth Villa believes that strong arguments exist for the
reversal or substantial modification of the Judgment on appeal,
ultimate appellate disposition is certainly more than a year ahead.
In the meantime, Epworth Villa believes strongly that its best
interest, and that of its creditor constituencies and residents
will be best served by a plan of reorganization being confirmed at
the earliest possible time.
As reported in the Oct. 2, 2015 edition of the TCR, according to
the Disclosure Statement, the Plan provides for the continued
operation of Epworth Villa's business and proposes to treat claims
and interests as follows:
-- All priority claims (Class 1), if any, will be paid in cash,
in full, without postpetition interest.
-- The Claim of the BancFirst, the indenture trustee (Class 2),
which is secured, in part by the Facility, will be Impaired as
necessary to facilitate the reorganization contemplated by the
Plan; namely the Indenture Trustee will be deemed to have (i)
waived any default under such documents arising from the pendency
of and/or entry of judgment in the Oklahoma County Action or from
the filing of Epworth Villa's bankruptcy case; (ii) amended the
requirements in such documents of the number of days' cash on hand
the Debtor is required to maintain to reduce the number from 180
days to 150 days for a period of one year from the Effective Date
with an extension of one additional year upon reasonable request of
Epworth Villa, provided that at the end of such periods, the
existing provision for maintaining 180 days cash on hand shall be
reinstated; and (iii) released the lien, if any, of the Bond
Indenture in and to the Cash and other assets of Epworth Villa and
its Estate as, and only to the extent, required to fulfill the
Plan's payment, transfer, and/or other treatment obligations to
other Holders entitled to receive distributions as provided in the
Plan.
-- With respect to other secured Claims (Class 3), Epworth Villa
will either surrender the collateral to the creditor, or take all
steps necessary to "reinstate" the credit relationship. The only
known creditor in Class 3 is the Ford Motor Credit Corporation,
which has financed certain vehicles in Epworth Villa's business
fleet. At this time, Epworth Villa is inclined to reinstate that
obligation rather than surrender the subject vehicles.
-- Claims for which Epworth Villa has insurance coverage
available (Class 4) will be satisfied by such insurance to the
extent of such coverage. This Class includes several tort
claimants, including Hicks for the component of their Claims
attributable to Epworth Villa's alleged negligence.
-- Another of the Hicks' claims -- a contract claim for breach of
the Hicks' residency agreement -- is classified exclusively in
Class 5, and will be satisfied by the provision of indefinite
"rent-free" residency for William Hicks at Epworth Villa's
Facility, as well as refund assurances should he decide to move
away from the Facility.
-- The balance of the Hicks' Claims are classified in Class 6,
and will be treated through the creation of a litigation trust.
Holders of Claims in Class 6 will be the only beneficiaries of the
Litigation Trust. Epworth Villa will transfer the Litigation Trust
Assets -- $1.0 million plus the Estate Claims -- to the Litigation
Trust for liquidation and distribution to Holders of Class 6
Claims. Given the unique composition (Hicks Claims exclusively)
and treatment of Class 6 and other Classes, no contest over the
Allowed amount of the Hicks' Class 6 Claims will be necessary or
permitted. Those Claims will be allowed in the amounts stated in
the Hicks' proof(s) of claims; provided however, that such final
allowance shall have no preclusive effect for any other purpose in
any other forum.
-- The balance of unsecured Claims against Epworth Villa, e.g.,
the numerous "trade" creditors, will fall into Class 7 -- "Other
Unsecured Claims" -- and be paid in full with postpetition
interest.
-- The fate of the membership Interest in Epworth Villa (Class
8), held by Epworth Living, Inc., will be determined by the
Actions of the Impaired Classes of Claims: if any Class of Impaired
Claims does not accept the Plan, then the Class 8 Interests shall
be cancelled and extinguished under the Plan; if all Classes of
Impaired Claims accept the Plan, then the Class 8 Interest Holder
will retain its Interests.
As a consequence of Plan impairment and deemed acceptance or
rejection, only Holders of Allowed or Estimated Claims in Classes
1, 2, 4, 5, 6 and 8 were entitled to vote to accept or reject the
Plan.
A copy of the Disclosure Statement Explaining the Second Modified
Plan is available for free at:
http://bankrupt.com/misc/Epworth_Villa_461_2nd_Am_DS.pdf
About Central Oklahoma United Methodist
Formed in 1986 and affiliated with the Oklahoma Conference of the
United Methodist Church, Central Oklahoma United Methodist
Retirement Facility, Inc., is a not-for-profit corporation that
owns Epworth Villa, a continuing care retirement community for
persons age 62 and older, located at 14901 N. Pennsylvania Avenue,
Oklahoma City, Oklahoma. Presently, Epworth Villa includes 264
independent living units (cottages and apartment homes), 118
assisted living units with maximum capacity of 130 beds, and 87
nursing care beds. The corporation's sole member is Epworth
Living, Inc.
Epworth Villa is currently undergoing a renovation and expansion
project that is projected to be completed in early Summer of 2015.
The construction, renovation and expansion of its facilities are
financed through revenue bonds under the bond indenture from the
Oklahoma County Finance Authority to BancFirst, as indenture
trustee. Those obligations, in the aggregate principal Petition
Date amount of $87,835,000, are secured by a mortgage and security
interest in the Facility and other assets of Epworth Villa's
estate.
Epworth Villa sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Okla. Case No. 14-12995) on July 18, 2014.
The Chapter 11 case has been reassigned to Judge Tom R. Cornish,
according to an April 15, 2015 order.
The Debtor tapped Gable & Gotwals, P.C., in Oklahoma City,
Oklahoma, as general bankruptcy counsel.
In amended schedules, the Debtor disclosed total assets of
$117,659,919 and total liabilities of $108,037,034 as of the
Chapter 11 filing.
On Aug. 13, 2014, the Office of the United States Trustee appointed
E. Marissa Lane as the Patient Care Ombudsman in this case.
ESSAR STEEL: Moody's Assigns B2 Rating on $25MM Revolver Loan
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the $25 million
revolving debtor-in-possession credit facility ("DIP revolver") and
the $175 million debtor-in-possession term loan, collectively, the
"DIP facilities", of Essar Steel Algoma (DIP). The rating
primarily reflects the collateral coverage available to the DIP
lenders under the ABL and term loan and the structural features of
the DIP facilities. The facilities are secured by substantially
all assets of the company with some reliance on its fixed assets
and include a super priority claim under the Canada Bankruptcy
Code. The bankruptcy court approved the execution of the DIP
facilities in its final debtor-in-possession order on November 9,
2015. The ratings also consider the size of the DIP facilities as
a percentage of pre-petition debt and the nature of the bankruptcy
and reorganization.
The rating on the DIP revolver and term loan is being assigned on a
"point-in-time" basis and will not be monitored going forward and
therefore no outlook is assigned to the rating. The rating will
subsequently be withdrawn.
Assignments:
Issuer: Essar Steel Algoma Inc. (DIP)
Senior Secured Bank Credit Facility, Assigned B2
Senior Secured Bank Credit Facility, Assigned B2
RATINGS RATIONALE
The B2 rating assigned to the facilities predominantly reflects the
collateral coverage, which consists primarily of receivables and
inventory and property, plant and equipment. Borrowings under the
revolver and term loan are governed by a borrowing base. The
rating reflects the potential for tightness to develop in the
borrowing base should steel prices remain at current low levels
(hot-rolled coil currently around US$360/short ton) and iron ore
prices continue to move downward. Consequently, the collateral
coverage value is viewed as not materially exceeding the size of
the DIP facilities. The rating also reflects the uncertainty with
respect to ongoing ability to source iron ore requirements given
the termination of the company's contract with Cliffs Natural
Resources. The rating remains constrained by Moody's expectations
for breakeven to negative EBITDA under the current steel market
dynamics and reflects the challenged business and operating model
that Essar has in the North American steel market.
The exact coverage on the facilities in the event of liquidation is
uncertain and would depend on market conditions at the time of
liquidation of the asset base, among other factors. The rating
also reflects other structural features, including lack of certain
protections by restrictive covenants. The DIP facilities have a
claim on substantially all assets of the company and will mature on
August 31, 2016, although the documentation provides for extensions
if certain conditions are met. In addition, the DIP facilities
will terminate upon the sale of all or substantially all of the
assets of the Company or the effective date of a plan of
reorganization.
Moody's assessed values of receivables based on their reported book
values. Moody's considered that Essar's receivable pool is well
diversified and to a large extent consists of large industrial
customers. In addition, the borrowing base provides DIP revolver
lenders with adequate protections, as it is determined based on 85%
of eligible billed receivables and 85% of eligible inventory as
defined plus certain other amounts permitted. However, contraction
in steel prices and iron ore prices could result in a decrease in
the receivable and inventory base.
The deterioration in Essar's financial performance and subsequent
filing under the Companies' Creditors Arrangement Act (CCAA) and
corresponding Chapter 15 filing in the US was largely driven by
deterioration in market conditions and challenges facing the US
steel industry. Steel prices to remain weak due to excess
worldwide capacity, elevated imports supported by the stronger US
dollar, raw material price deflation and concerns about slowing
economic growth in China and many other countries. Successful
trade cases on coated, cold rolled and hot rolled steel could
provide some support to prices, but a material increase is not
viewed likely over the next several months. In addition, weak
demand from the mining, agriculture and oil & gas sectors is
expected to persist in the near term and service centers are likely
to maintain their focus on keeping inventories lean during this
period of weak pricing and lackluster demand.
Headquartered in Sault Ste. Marie, Ontario, Canada, Essar is an
integrated steel producer. Approximately 80% to 85% of sales are
sheet products with plate products accounting for the balance. For
the twelve months ended June 30, 2015, Essar generated revenues of
C$2 billion.
FILMED ENTERTAINMENT: Can Use Cash Collateral Until Feb. 10
-----------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York granted Filmed Entertainment, Inc.,
third interim authorization to use cash collateral securing its
prepetition indebtedness from HCL America, Inc., through and
including the week ending Feb. 10, 2016.
The Debtor's authorization to use Cash Collateral will
automatically terminate on the earlier of the following: (x) the
occurrence of a Termination Event; or (y) Feb. 10, 2016, unless
extended by order of the Court.
During the period of the Debtor’s authority to use Cash
Collateral, the Debtor will provide the Secured Party and the
Creditors’ Committee with its rolling updated 4-week cash flow
forecast and budget within five business days following the end of
each week.
As adequate protection, the Secured Lender is granted superpriority
claims, adequate protection liens and liens senior to other liens.
In addition, the Debtor will pay an Adequate Protection payment of
$25,000 to the Secured Lender on an interim basis on the first of
each month.
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 to serve on the official committee of unsecured
creditors.
FINJAN HOLDINGS: Awarded 25th Patent for Malicious Code Protection
------------------------------------------------------------------
Finjan Holdings, Inc., announced that the United States Patent and
Trademark Office has granted its subsidiary, Finjan, Inc., with
U.S. Patent No. 9,219,755 (the '755 Patent) covering malicious
mobile code runtime monitoring system and methods. The Company
also announced that its trial against Proofpoint, Inc., Case No.
3:13-cv-05808-HSG, that was filed on Dec. 16, 2013, in the U.S.
District Court for the Northern District of California has been
rescheduled to begin on June 13, 2016.
"The issuance of the '755 Patent marks our 25th US patent and will
complement our portfolio of more than 40 patents and pending
applications worldwide," said Finjan's President & CEO, Phil
Hartstein. "With Finjan's migration into the world of security for
mobile devices, it's quite satisfying to see our innovations, which
began more than 20 years ago, continue to be recognized by the US
Patent Office as 'State of the Art.'"
"With regard to the Proofpoint trial schedule, the successful
protection of our world-class patent portfolio remains paramount as
we build new technologies, enter new markets, and preserve the
rights of existing licensees to the Finjan portfolio," continued
Hartstein. "The Court's recent orders in the Proofpoint case have
further clarified and bolstered our patent claims demonstrating our
commitment to defend our valuable patent portfolio through
licensing and enforcement activities consistent with our Best
Practices."
Finjan also has pending infringement lawsuits against FireEye,
Inc., Sophos, Inc., Symantec Corporation, Palo Alto Networks, Inc.,
and Blue Coat Systems, Inc. relating to, collectively, more than 20
patents in the Finjan portfolio . The court dockets for the
foregoing cases are publicly available on the Public Access to
Court Electronic Records (PACER) website, www.pacer.gov, which is
operated by the Administrative Office of the U.S. Courts.
About Finjan
Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats. Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.
Finjan reported a net loss of $10.47 million in 2014 following a
net loss of $6.07 million in 2013.
As of Sept. 30, 2015, the Company had $9.93 million in total
assets, $2.66 million in total liabilities and $7.27 million in
total stockholders' equity.
FTE NETWORKS: Delays Filing of Fiscal 2015 Form 10-K
----------------------------------------------------
FTE Networks, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the year ended
Sept. 30, 2015.
"Due to unforeseeable circumstances that caused a delay in
preparing the financial statements for the period ended September
30, 2015, the Registrant respectfully requests an extension for the
filing of its Annual Report on Form 10-K for the fiscal year ended
September 30, 2015."
About FTE Networks, Inc.
FTE Networks, formerly known as Beacon Enterprise Solutions Group,
Inc., is a vertically integrated company with an international
footprint. Since its inception, FTE Networks has steadily
advanced its management, operational and technical capabilities to
become a leading provider of services to the telecommunications
and wireless sector with a focus on turnkey solutions. FTE
Networks provides a comprehensive array of services centered on
quality, efficiency and customer service.
As of June 30, 2015, the Company had $4.10 million in total assets,
$13.64 million in total liabilities and a $9.53 million total
stockholders' deficiency.
Bankruptcy Warning
"[W]e have not achieved a sufficient level of revenues to support
our business and development activities and have suffered
substantial recurring losses from operations since our inception,
which conditions raise substantial doubt that we will be able to
continue operations as a going concern.
"Management's plans are to continue to raise additional funds
through the sales of debt or equity securities. Currently in
process, management's plans are to increase liquidity and enhance
capital resources by attempting to complete negotiations for a $6
million asset-based line of credit which is in the final phases of
the approval process and completion of refinancing $3.5 million of
senior secured notes which will generate an approximate $1.45
million of availability to be used for expansion of the business.
However, there is no assurance that additional financing, including
the aforementioned transactions, will be available when needed or
that management will be able to obtain and close financing on terms
acceptable to the Company and whether the Company will become
profitable and generate positive operating cash flow. If the
Company is unable to raise sufficient additional funds, it will
have to develop and implement a plan to further extend payables and
reduce overhead until sufficient additional capital is raised to
support further operations, which would have a material adverse
effect on the Company's business, financial condition and results
of operations, and ultimately we could be forced to discontinue our
operations, liquidate and/or seek reorganization under the U.S.
bankruptcy code," the Company stated in its quarterly report for
the period ended June 30, 2015.
GENERAL STEEL: Shareholders Elect Five Directors
------------------------------------------------
General Steel Holdings, Inc., announced the results of the
proposals brought before its shareholders at its 2015 annual
general meeting of shareholders, held on Dec. 30, 2015.
General Steel's shareholders took the following actions relating to
the proposals:
* Elected five members to its Board of Directors (Zuosheng Yu,
John Chen, Angela He, Zhongkui Cao and James Hu) to serve
until the annual meeting of shareholders to be held in 2016
and until their respective successors are elected and
qualified;
* Ratified the appointment of Friedman LLP as the independent
registered public accounting firm of the Company for the
fiscal year ending Dec. 31, 2015;
* Approved and ratified an amendment to the Company's 2008
Equity Incentive Plan, as amended, to increase the number of
shares of the Company's common stock reserved for issuance
thereunder to 2,000,000; and
* Approved, on a non-binding advisory vote basis, the
compensation of the Company's Named Executive Officers.
About General Steel Holdings
General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe. General Steel --
http://www.gshi-steel.com/-- has operations in China's Shaanxi and
Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin
municipality with seven million metric tons of crude steel
production capacity under management.
General Steel reported a net loss of $78.3 million on $1.9 billion
of sales for the year ended Dec. 31, 2014, compared with a net loss
of $42.6 million on $2 billion of sales for the year ended Dec. 31,
2013.
As of March 31, 2015, the Company had $2.5 billion in total assets,
$3.14 billion in total liabilities and a $637 million total
deficiency.
Friedman LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2014, citing that the Company has an accumulated deficit,
has incurred a gross loss from operations, and has a working
capital deficiency at Dec. 31, 2014. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
GENUTECH BUSINESS: Chapter 11 Plan Confirmed by Judge
-----------------------------------------------------
U.S. Bankruptcy Judge Erithe Smith entered an order confirming
Genutec Business Solutions, Inc.'s First Amended Chapter 11 Plan.
On June 19, 2015, the Debtor filed the First Amended Disclosure
Statement and First Amended Chapter 11 Plan.
On June 23, 2015, the Court entered an Order Approving the
Disclosure Statement. The Debtor served the Order with a Notice of
Hearing and Proof of Service of the Confirmation Packet on June 26,
2015. The Debtor filed a Plan Ballot Summary on August 3, 2015 and
a Confirmation Brief on Aug. 4, 2014. There were no briefs filed
in opposition to confirmation.
A hearing on the confirmation of the Debtor's Plan was held on
August 18, 2015.
After the Court considered the Plan, the Ballot Summary, the
Ballots, the Brief in Support of Confirmation submitted by Debtor
and the relevant pleadings filed in the case, the Court found that
the Plan meets all requirements under 11 U.S.C. Sec. 1129 for Plan
confirmation in a Chapter 11 case as a consensual plan. A copy of
the Plan Confirmation Order is available for free at:
http://bankrupt.com/misc/Genutec_B_178_Plan_Order.pdf
The Plan will be funded by the revenues of operating subsidiary
Rapid Notify, Inc. Payments will be made on a monthly basis pro
rata to the unsecured creditors except that the Debtor, in its'
sole discretion, may elect to prepay the entire year's payments in
December for the upcoming year if funds are available.
Years of litigation against current and former board members led to
the Debtor's bankruptcy filing. Litigation resulted in verdicts in
Genutec's favor against Leon Danna and Johan Hebdrick Smit
Duyzentkujnst. In the same litigation, the Debtor was not
successful against creditors Lawnae Hunter and Michael Taus
resulting in the awards that led to this filing and eventual
settlement. Former directors Hunter and Taus have combined
unsecured claims of $3,443,702.
Another entity, Merrill Corp, has an unsecured claim for $154,409.
The Debtor's Plan proposes to treat claims and interests as
follows:
* Secured creditors Seaview Mezzanine Fund, LP POC 9 (secured by
a first lien and ownership interest of 38.2%) and TICC Capital
Corp. (secured by second lien and 58.5% ownership interest) are not
impaired as they have no arrangement for ongoing payments on their
initial investments. If and when Debtor becomes profitable, which
presumably will be after the current claims are paid, TICC and
Seaview would be entitled to share in the profits.
* The Debtor proposes three alternative plans to pay unsecured
debt:
-- Alternative 1: On the Effective Date Debtor will make a lump
sum payment of $750,000 to be distributed to Hunter and Taus
pro-rata for their undisputed allowed claims which is 20.8%.
Merrill will also receive a lump sum payment of 20.8% of its claim
which comes to $32,117. Following this distribution, the Debtor
will be permitted to file for a final decree, discharge and
closure.
-- Alternative 2: If the Debtor cannot obtain financing to fund
a lump sum payment on the Effective Date, the Debtor will pay the
unsecured creditors $1,251,600 over 8 years at $12,500 a month with
a balloon payment of $51,600 at the end of year 8. Under this
alternative, including the balloon payment, Hunter would receive
$809,285. Taus would receive $388,497. Merrill would receive
$53,819. Payments are to begin on the 30th day after the Court
signs the Order Confirming the Chapter 11 Plan.
-- Alternative 3: As an incentive to pay the debt early,
Creditors have offered a discount off the unpaid balance for an
early payoff according to the following schedule:
If the debt is paid in full during:
* Year 1: 25%
* Year 2: 22%
* Year 3: 19%
* Year 4: 16%
* Year 5: 13%
* Year 6: 10%
* Year 7: 7%
The major creditors have indicated that each of the three
alternatives are acceptable to each of them and should be
incorporated into what will be a consensual plan.
* Interest holders will be treated as follows: Seaview will
retain its 38.2% ownership interest in Debtor and retain its first
position. TICC will retain its' 58.5% ownership interest in the
Debtor and retain its' second position. The minority shareholders
as a group will retain their 2.3% ownership interest in the
Debtor.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/Genutec_Biz_Plan_DS.pdf
About Genutec Business Solutions
Genutec Business Solutions, Inc., is a holding company, and the
parent of subsidiary Rapid Notify, Inc. Rapid has approximately
148 active contracts with government related entities to notify
their subscribers in the event of emergencies. 58.5% of its' stock
is owned by TICC Capital Corp., an investment company that holds a
second lien on any assets, and 39.2% of the stock is owned by
Seaview Mezzanine Fund, LP which holds a first lien on any assets.
Genutec filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal.
Case No. 14-13115) in Santa Ana, Georgia, on May 16, 2014. David
Montoya signed the petition as director. Judge Erithe A. Smith
presides over the case.
The Debtor disclosed assets of $12,851,544 and liabilities of
$11,529,199.
Michael R Totaro, Esq., at Totaro & Shanahan, in Pacific Palisades,
California, acts as bankruptcy counsel.
The U.S. Trustee for Region 16 appointed three creditors to serve
on the official committee of unsecured creditors.
GRAIL SEMICONDUCTOR: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Grail Semiconductor
dba Grail Semiconductor, Inc.
5150 Fair Oaks Blvd., #101-185
Carmichael, CA 95608
Case No.: 15-29890
Chapter 11 Petition Date: December 30, 2015
Court: United States Bankruptcy Court
Eastern District of California (Sacramento)
Judge: Hon. Robert S. Bardwil
Debtor's Counsel: Paul J. Pascuzzi, Esq.
FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP
400 Capitol Mall #1750
Sacramento, CA 95814
Tel: 916-329-7400
Email: ppazcuzzi@ffwplaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Richard L. Gilbert, authorized Board
Member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb15-29890.pdf
GROUP 6842 LLC: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Group 6842, LLC
fka The Martin Groupe, Inc.
4311 Wilshire Blvd., Suite 315
Los Angeles, CA 90010
Case No.: 15-29494
Type of Business: Single Asset Real Estate
Chapter 11 Petition Date: December 30, 2015
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Ernest M. Robles
Debtor's Counsel: Garrick A Hollander, Esq.
WINTHROP COUCHOT PROFESSIONAL CORPORATION
660 Newport Center Dr Ste 400
Newport Beach, CA 92660
Tel: 949-720-4150
Fax: 949-720-4111
Email: ghollander@winthropcouchot.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Derek Folk, manager.
List of Debtor's 11 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Air Products $1,653
Champs Charter $800,000
6842 Van Nuys Blvd.
Mezzanine
Van Nuys, CA 91405
City of Los Angeles $45,166
DWP $16,000
Gamax $1,895
Gonzalez Landscaping $7,775
Kone, Inc. $4,807
Lang, Hanigan & Carvalho LLP $20,000
M-Tech $300
Mission City Glass $5,820
Smaha Law Group $4,519
INVENERGY THERMAL: S&P Assigns 'B+' Rating on $340MM Term Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Invenergy Thermal Operating I LLC's approximate $340 million term
loan due 2022 and $70 million first-lien working capital loan
facility due 2020. The outlook is stable. S&P also assigned its
'1' recovery rating to the term loan and credit facility,
indicating very high (90% to 100) recovery under a default
scenario.
Invenergy is a limited-purpose entity that directly owns three
gas-fired power plants in Ontario, Illinois, and Texas, as well as
owns majority equity ownership in three gas-fired plants in
Colorado, Minnesota, and Florida.
S&P expects consolidated DSCRs to be about 1.36x to 1.38x initially
and rising to 1.4x by 2018. "We assume that existing plants will
operate in line with historical patterns, and that new construction
will operate in line with industry standards," said Standard &
Poor's credit analyst Geoffrey Mrema.
S&P would lower the ratios if volatile merchant power prices cause
minimum consolidated DSCRs to decline below 1.15x. Persistent
weaker operations or market challenges at multiple plants could
contribute to these weaker ratios.
S&P sees limited upside over the next two years, given the
challenging market conditions for the Ector plant, and also because
Nelson recently began operations and does not have an operating
track record. Although S&P don't contemplate it at this point, a
rating upgrade is possible if Invenergy successfully commissions
the new assets or power and capacity markets improve, causing
minimum consolidated DSCRs to improve to above 1.4x on a
sustainable basis.
J B JONES CONSORTIUM: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: J B Jones Consortium LP
7323 Arbeth Pl
San Antonio, TX 78250
Case No.: 15-53128
Chapter 11 Petition Date: December 31, 2015
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Debtor's Counsel: Albert William Van Cleave, III, Esq.
LAW OFFICES OF ALBERT W. VAN CLEAVE III
1520 W Hildebrand
San Antonio, TX 78201
Tel: (210) 341-6588
Fax: (210) 341-6589
Email: vancleave-legal@sbcglobal.net
- and -
Gregory T. Van Cleave, Esq.
LAW OFFICES OF ALBERT W. VAN CLEAVE III
1520 W. Hildebrand
Tel: (210) 341-6588
Email: Greg_V@hotmail.com
Total Assets: $1.59 million
Total Liabilities: $471,156
The petition was signed by Rebecca Jones, president and general
partner.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
JOE'S JEANS: Extends Maturity of A&R Credit Agreement to Feb. 8
---------------------------------------------------------------
As previously disclosed in a Current Report on Form 8-K filed on
Sept. 17, 2015, on Sept. 11, 2015, Joe's Jeans Inc., Hudson
Clothing, LLC, a wholly-owned subsidiary of the Company, as
"Administrative Borrower", and certain of the Company's
subsidiaries party thereto, as "Guarantors", entered into the
Amended and Restated Revolving Credit Agreement with The CIT
Group/Commercial Services, Inc., as administrative agent and
collateral agent, and the lenders party thereto. Among other
things, the A&R Revolving Credit Agreement (i) amended and restated
the Revolving Credit Agreement, dated as of Sept. 30, 2013 (as
amended by (a) Omnibus Amendment No. 1 to Revolving Credit
Agreement and Guarantee and Collateral Agreement, dated as of Dec.
20, 2013, (b) Amendment No. 2 to Revolving Credit Agreement, dated
as of April 23, 2015, and (c) the CIT Forbearance Agreement, by and
among Hudson and Joe's Jeans Subsidiary Inc., as borrowers, the
Company and certain subsidiaries of the Company party thereto, as
guarantors, CIT, and the lenders party thereto, and (ii) waived the
"Existing Defaults" and "Forbearance Defaults" and certain other
defaults.
The A&R Revolving Credit Agreement provides for a revolving credit
facility with up to $10,000,000 of lender commitments. All unpaid
loans under the Revolving Facility were set to mature on Dec. 31,
2015. In connection therewith, the Company entered into Amendment
No. 1 to Revolving Credit Agreement, dated as of Dec. 29, 2015,
which provides for a maturity date under the A&R Revolving Credit
Agreement of Feb. 8, 2016, or any earlier date that the Revolving
Commitment is paid in full or otherwise terminated.
About Joe's Jeans
Joe's Jeans Inc. -- http://www.joesjeans.com/-- designs, produces
and sells apparel and apparel-related products to the retail and
premium markets under the Joe's(R) brand and related trademarks.
As of Aug. 31, 2015, the Company had $172 million in total
assets, $149 million in total liabilities and $22.6 million in
total stockholders' equity.
In its audit report on the consolidated financial statements for
the year ended Nov. 30, 2014, Moss Adams LLP expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has a net working capital deficiency due to
debt covenant violations and has suffered recurring losses from
operations.
The Company reported a net loss of $27.7 million on $189 million of
net sales for the fiscal year ended Nov. 30, 2014, compared with a
net loss of $7.31 million on $140 million of net sales in 2013.
The Troubled Company Reporter, on June 9, 2015, reported that Joe's
Jeans received a letter on May 29, 2015, from The Nasdaq Stock
Market indicating that the Company had received an additional 180
days, or until Nov. 23, 2015, to regain compliance with Nasdaq
Listing Rule 5550(a)(2) by maintaining a closing bid price per
share of its common stock at $1.00 per share or more for a minimum
of 10 consecutive trading days.
JOHN HUDSON FARMS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: John Hudson Farms, Inc.
553 Rosin Hill Road
Newton Grove, NC 28366
Case No.: 15-07000
Chapter 11 Petition Date: December 31, 2015
Court: United States Bankruptcy Court
Eastern District of North Carolina
(Fayetteville Division)
Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
STUBBS & PERDUE, P.A.
P.O. Drawer 1654
New Bern, NC 28563
Tel: 252 633-2700
Fax: 252 633-9600
Email: efile@stubbsperdue.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Phillip L. Hudson, secretary.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nceb15-07000.pdf
KALOBIOS PHARMACEUTICALS: Case Summary & 20 Unsecured Creditors
---------------------------------------------------------------
Debtor: Kalobios Pharmaceuticals, Inc.
442 Littlefield Ave.
San Francisco, CA 94080
Case No.: 15-12628
Nature of Business: A biopharmaceutical company focused on
developing cancer treatments.
Chapter 11 Petition Date: December 29, 2015
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Dentors' HOGAN LOVELLS US LLP
Bankruptcy
Counsel:
Debtor's Matthew B. Harvey, Esq.
Delaware MORRIS NICHOLS ARSHT & TUNNELL, LLP
Counsel 1201 North Market Street
P.O. Box 1347
Wilmington, DE 19899-1347
Tel: 302-351-9209
Fax: 302-425-4690
Email: mharvey@mnat.com
- and -
Eric D. Schwartz, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 N.Market Street
P.O. Box 1347
Wilmington, DE 19801
Tel: 302-658-9200
Fax: 302-658-3989
Email: eschwartz@mnat.com
Total Assets: $8.37 million
Total Debts: $1.94 million
The petition was signed by Eugene I. Davis, chief restructuring
officer.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/deb15-12628.pdf
KALOBIOS PHARMACEUTICALS: In Chapter 11 After Ex-CEO Arrested
-------------------------------------------------------------
KaloBios Pharmaceuticals, Inc. (Nasdaq: KBIO) on Dec. 29, 2015,
filed a voluntary petition for bankruptcy protection under Chapter
11 of Title 11 of the United States Bankruptcy Code. The filing
was made in the United States Bankruptcy Court for the District of
Delaware (Case No. 15-12628).
The Company said it will continue to manage and operate its
business and assets as a "debtor-in-possession" under the
jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Bankruptcy Code and the orders of the
Bankruptcy Court.
The Company is represented by Eric D. Schwartz of Morris, Nichols,
Arsht & Tunnell.
BankruptcyData reports that on Dec. 17, 2015, former CEO Martin
Shkreli was arrested on securities fraud charges. KaloBios
Pharmaceuticals fired Shkreli as its chief executive officer after
the arrest and has fervently denied any wrongdoing in the matter.
According to the BankruptcyData report, at a press conference
related to the arrest, Brooklyn U.S. Attorney Robert Capers,
explained, "Shkreli essentially ran his company like a Ponzi scheme
where he used each subsequent company to pay off defrauded
investors from the prior company." Shkreli had been named KaloBios
Pharmaceuticals' C.E.O. just one month prior following KaloBios
Pharmaceuticals' Nov. 19, 2015 announcement that an investor group
led by Shkreli had acquired 70% of its outstanding shares. Shkreli
was also elected chairman of the board, and David Moradi, Tony
Chase and Marek Biestek were elected to the board, as well. All
former directors concurrently resigned.
At the time of those Nov. 19 announcements, KaloBios noted, "Mr.
Shkreli will work with the company's senior management team to
ensure the Company's continued operations... KaloBios has received
a commitment from Mr. Shkreli and other investors for an equity
investment of at least $3 million. In addition, Mr. Shkreli and
the group of investors have committed to a $10 million equity
financing facility, subject to applicable shareholder approval."
About KaloBios Pharmaceuticals
Based in South San Francisco, Calif., KaloBios Pharmaceuticals,
Inc., is a company biopharmaceutical company focused on the
development of monoclonal antibody therapeutics.
The Company reported a net loss of $9.62 million on $nil of
revenues for the three months ended
Mar. 31, 2015, compared with a net loss of $10.4 million on $nil of
revenue for the same period last year.
The Company's balance sheet at March 31, 2015, showed $32.0 million
in total assets, $15.9 million in total liabilities, and a
stockholders' deficit of $16.1 million.
LIFE PARTNERS: Transparency Alliance Says Outline Lacks Basic Info
------------------------------------------------------------------
BankruptcyData reported that multiple parties -- including Black
Diamond LifePlan Fund, Evergreen III LifePlan Fund, Pillar 5 Life
Settlement Fund, Advanced Life Settlement Portfolio 2011-1 and
Transparency Alliance -- filed with the U.S. Bankruptcy Court
separate objections to Life Partners Holdings' Disclosure
Statement.
Transparency Alliance asserts, "The Disclosure Statement
desperately needs to revisit the drawing board....It fails to set
forth even the most basic information (such as the estimated
recovery for Current Position Holders) about the proposed
disposition of approximately $2.4 billion in highly-complex assets,
and the fate of approximately 20,000 Current Position Holders --
parties who were initially victimized by an elaborate prepetition
fraud perpetrated by the Debtors' former principals. That fraud,
and the litigation that it spawned, triggered these Chapter 11
cases. It had three key elements: financial deception, actuarial
incompetence, and grotesque self-dealing.
To sort out the resulting wreckage, the Plan Proponents have
proposed a curious solution: depriving the victims of basic and
necessary financial information, failing to disclose the actuarial
assumptions underlying the Plan's conclusions, and asking the
victims to vote on a Plan that fails to identify who will be in
charge of -- and presumably compensated handsomely for --
translating those assumptions into reality."
Transparency Alliance also filed a separate objection to the joint
motion of Life Partners Holdings, its Chapter 11 trustee and the
official committee of unsecured creditors for entry of order
approving the plan support agreement (PSA).
That objection explains, "The Plan Proponents might as well just
give KLI a quarter of a million dollars of the creditors' money in
exchange for KLI's agreement to stay quiet and support the
Plan….Under the proposed restructuring, the Plan Proponents would
vest the responsibility of managing and servicing 'almost 3,400
life insurance policies with an aggregate face amount of
approximately $2.4 billion assets that will determine whether the
already defrauded creditors realize any semblance of a meaningful
return -- with 'Newco,' an apparent start-up with otherwise
anonymous credentials….Here, the Plan Proponents would have the
Court approve the selection of KLI as a stalking horse bidder
before they have decided whether to actually sell Newco, before
they have vetted the proposed stalking horse bidder, and before
they have put forward proposed and comprehensive bidding
procedures. On top of that, they want the Court to preemptively
award KLI a breakup fee and a reimbursement fee for an auction of
Newco that may or may not occur."
About Life Partners
Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is the parent company engaged in the
secondary market for life insurance, commonly called "life
settlements." Since its incorporation in 1991, Life Partners,
Inc. has completed over 162,000 transactions for its worldwide
client base of over 30,000 high net worth individuals and
institutions in connection with the purchase of over 6,500
policies
totaling over $3.2 billion in face value.
LPHI is a publicly traded company incorporated in Texas and its
common stock has been delisted from the NASDAQ (formerly trading
under the symbol LPHI).
Life Partners Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20,
2015.
The case is assigned to Judge Russell F. Nelms. J. Robert
Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the
Debtor.
LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities
as of the Chapter 11 filing.
The official committee of unsecured creditors formed in the case
tapped Munsch Hardt Kopf & Harr, P.C., as counsel.
Tracy A. Bolt of BDO USA, LLP was named as examiner for the
Debtor's case. At the behest of the U.S. Securities and Exchange
Commission, the U.S. Trustee, and the Creditors Committee, the
Court ordered the appointment of a Chapter 11 trustee. On March
13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee
in LPHI's case. The trustee is represented by Thompson & Knight
LLP.
The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).
Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt. LPI Financial estimated
less than $50,000.
MINERAL PARK: CEI Objects to Motion to Dismiss Ch. 11 Case
----------------------------------------------------------
Colorado Engineering & Instrumentation opposes Mineral Park Inc.,
et al.'s request for an order to dismiss their Chapter 11 cases.
CEI contends that the monies the Debtors owed to CEI were for
materials ordered thru purchase orders MP80432-1 and MP76295 in the
amount of $7,822 and $6,930, respectively, that CEI had to pay
their suppliers for the materials ordered and supplied.
Colorado Engineering & Instrumentation is represented by:
Pete Olguin, President
COLORADO ENGINEERING AND INSTRUMENTATION
5485 Harlan Street, Suite A
Arvada, CO 80002
Telephone: (303) 989-5159
Facsimile: (303) 980-6157
About Mineral Park
Mineral Park, Inc., Bluefish Energy Corp. and two affiliates
commenced proceedings under Chapter 11 of the Bankruptcy Code in
Delaware on Aug. 25, 2014. The cases are pending before the
Honorable Kevin J. Carey and are jointly administered under Case
No. 14-11996.
Mineral Park and its affiliated debtors are subsidiaries of
Mercator Minerals Ltd. ("MML"), a mineral resource company engaged
through various subsidiaries in the mining, exploration,
development and operation of its mineral properties in Mohave
County, Arizona, and Sonora, Mexico.
Mineral Park's principal asset is the Mineral Park Mine, a
producing copper-molybdenum mine located near Kingman, Arizona.
Bluefish is the owner and operator of the industrial gas turbine
power generator at the Mine.
British Columbia, Canada-based MML, which has shares trading on The
Toronto Stock Exchange under the trading symbol "ML", is not
included in the bankruptcy filing.
The Debtors have tapped Pachulski Stang Ziehl & Jones LLP as
counsel, Evercore Group LLC as investment banker, FTI Consulting,
Inc., as financial advisor, FTI's David J. Beckman as CRO, and
FTI's Paul Hansen as assistant CRO. Prime Clerk LLC is the claims
and noticing agent.
The U.S. Trustee for Region 3 appointed three creditors of Mineral
Park, Inc. and its affiliates to serve on the official committee of
unsecured creditors. The Committee selected Stinson Leonard Street
LLP and Hiller & Arban LLC as its counsel.
Mineral Park reported $286 million in total assets and $266 million
in total liabilities.
NEPHROS INC: Lawrence Centella Retires as Chairman & Board Member
-----------------------------------------------------------------
Lawrence J. Centella, Chairman of the Board of Nephros, Inc.,
notified the Company that he will retire as Chairman and a member
of the Company's Board of Directors, effective Dec. 31, 2015. Mr.
Centella's decision to retire was not a result of any disagreement
with the Company on any matter relating to the Company's
operations, policies or practices.
About Nephros
River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters. Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.
Nephros reported a net loss of $7.37 million on $1.74 million of
total net revenues for the year ended Dec. 31, 2014, compared to
net income of $1.32 million on $1.74 million of total net revenues
for the year ended Dec. 31, 2013.
As of June 30, 2015, the Company had $3.4 million in total assets,
$9.3 million in total liabilities and a stockholders' deficit of
$5.9 million.
Withum Smith+Brown PC, in Morristown, New Jersey, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
negative cash flow from operations and recurring net losses since
inception. These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.
NEWLEAD HOLDINGS: EisnerAmper LLP Reappointed as Auditors
---------------------------------------------------------
NewLead Holdings Ltd. held its annual general meeting on Dec. 23,
2015, at which the stockholders:
(i) approved the reappointment of EisnerAmper LLP as the
Company's independent auditors from the conclusion of the
Annual Meeting until the close of the Company's next annual
general meeting;
(ii) re-elected Mr. Michail S. Zolotas as Class I director to
hold office from the conclusion of the Annual Meeting until
the Company's 2018 annual general meeting;
(iii) elected Mr. Samuel Gulko as Class II director to hold
office from the conclusion of the Annual Meeting until the
Company's 2017 annual general meeting; and
(iv) authorized the Board of Directors to effect a consolidation
of the Company's common shares at a ratio not less than
1-for-20 and not more than 1-for-1000 at any time prior to
June 30, 2016.
About NewLead Holdings Ltd.
Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels. NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings. NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.
Newlead reported a net loss attributable to the Company's
shareholders of $100 million on $12.6 million of revenues for the
year ended Dec. 31, 2014, compared to a net loss attributable to
the Company's shareholders of $158 million on $7.34 million of
revenues for the year ended Dec. 31, 2013.
As of Dec. 31, 2014, the Company had $190 million in total assets,
$300 million in total liabilities, and a $110 million total
shareholders' deficit.
Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2014, citing that the Company has
incurred a net loss, has negative cash flows from operations,
negative working capital, an accumulated deficit and has defaulted
under its credit facility agreements resulting in all of its debt
being reclassified to current liabilities all of which raise
substantial doubt about its ability to continue as a going concern.
NGL ENERGY: Fitch Lowers IDR to 'B+', Outlook Negative
------------------------------------------------------
Fitch Ratings has downgraded NGL Energy Partners LP's Long Term
Issuer-Default Rating to 'B+' from 'BB'. NGL's senior unsecured
rating has been downgraded three notches to 'B-' from 'BB-'. The
Recovery Rating has been lowered to RR6 from RR5. The Rating
Outlook has been revised to Negative from Stable.
Fitch has also downgraded NGL Energy Finance Corp.'s senior
unsecured debt rating two notches to 'B-'/RR6. NGL Energy is the
co-issuer for NGL's senior unsecured notes.
KEY RATING DRIVERS
The downgrade is driven by Fitch's concerns about NGL's liquidity
position given its plans for spending $350 to $400 million over the
next 12 - 18 months and its annualized distribution of $332
million. Thus far, the MLP has not been able to complete its
offering of $300 million notes due 2020. The note offering was
launched on Nov. 30. Access to equity markets does not appear to
be available to NGL given the current 27% yield on common units.
Other concerning factors include Fitch's forecast for higher
leverage at NGL given the current weak commodity price environment
and expectations for further increased secured borrowings.
Additional concerns include NGL's counterparty risk since Fitch
expects it to have a growing amount of exposure to smaller
exploration and production customers which tend to have a greater
degree of counterparty risk.
On Dec. 11, NGL announced that distributions will now be flat.
Distributions will remain a significant cash outflow estimated to
be $332 million on an annualized basis.
In addition, the partnership announced its plans to raise liquidity
through the issuance of preferred equity, asset sales, bank debt
and unsecured indebtedness. The success of future capital raises
should help NGL's liquidity needs. However, Fitch's rating action
and Negative Outlook incorporates these planned efforts for
liquidity while recognizing continued execution risk in what has
been very constrained capital market conditions for midstream
energy issuers. Fitch notes that NGL does not have any near term
debt maturities.
The 'B+' rating is supported by NGL's diverse assets which are
located throughout the U.S. The partnership has significantly
expanded in size and scale since its IPO in 2011. NGL has
significant senior secured debt which totalled $2.2 billion as of
Sept. 30, 2015, and ahead of its senior unsecured debt. Therefore,
the senior unsecured debt is notched down two from the IDR to 'B-'
and the Recovery Rating is RR6. The RR6 indicates poor recovery
prospects in the event of a default at the unsecured level.
NGL's capex requirements will be $350 million to $400 million over
the next 12 - 18 months. Prior public guidance was $345 million
for FY16 organic growth spending. NGL now plans to hold
distributions flat in calendar year 2016 (estimated to be
$83 million a quarter). Prior guidance was for distribution growth
of 6% in FY16 and 8% beyond then.
Diverse Operations: NGL's assets are diverse and comprised of
liquids (approximately 20% of EBITDA excluding G&A for FY15), crude
oil logistics (15%), water solutions (27%), retail propane (21%),
and refined fuels and renewables (17%). NGL's strategy is to focus
growth on crude logistics, water solutions and refined fuels and
renewables. NGL also owns the general partner and 19.7% of the LP
units of TransMontaigne Partners LP (TransMontaigne).
Leverage: For the latest-12-months (LTM) ending Sept. 30, 2015,
NGL's adjusted leverage (defined as debt less $250 million of
TransMontaigne's debt to adjusted EBITDA) was 6.0x, which was above
Fitch's prior expectations following significant acquisition
activity. Fitch has upwardly revised its forecast for FY16
leverage and now expects it to be in the range of 6.5-7.0x, up the
prior forecast of 6.25 - 6.5x. As new projects come online, Fitch
projects leverage to improve. A significant project for NGL is the
Grand Mesa pipeline which is to be in service in September 2016,
and NGL expects it will generate $160 million of EBITDA a year,
which should reduce leverage to a range of 6.0- 6.5x by the end of
FY17. The partnership's leverage could vary significantly
depending on the manner in which NGL funds spending.
Distributable Cash Flow and Distribution Coverage: For the LTM
ending Sept. 30, 2015, distributable cash flow was $332 million, up
from $272 million generated during fiscal year 2015. NGL's
distribution coverage ratio was 1.16x for the LTM ending
Sept. 30, 2015, which is a slight decrease from 1.2x for fiscal
year 2015. Fitch expects it to be at or just below 1.0x at the end
of FY16 even with flat distributions going forward. The coverage
ratio is expected to be approximately 1.0x in FY17 provided
distributions remain flat.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for NGL include:
-- EBITDA growth continues given NGL's history of acquisitions
and substantial growth spending over the next 12 - 18
months;
-- Distributions are flat;
-- Grand Mesa's EBITDA run rate meets management's expectations
of $160 million a year once in service (September 2016);
-- Fitch assumes NGL will be able to execute on its plans to
raise liquidity as it has publicly stated.
RATING SENSITIVITIES
Positive: Future developments that may, individually or
collectively, lead to positive rating action include:
-- Leverage at or below 5.5x on a sustained basis;
-- Fee-based arrangements accounting for greater than 60% of
cash flows;
-- A significant increase in retained cash and/or a
demonstrated sustainable ability to access capital markets
for liquidity needs will be required for any future positive
rating action.
Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:
-- Inability to raise funds for liquidity;
-- Deterioration of EBITDA;
-- Significant increases in capital spending beyond Fitch's
expectations or further acquisition activity that have
negative consequences for the credit profile (e.g., if not
funded with a balance of debt and equity);
-- Increased adjusted leverage beyond 6.5x for a sustained
period of time;
-- Distribution coverage below 1x for a sustained period of
time.
LIQUIDITY
As of Sept. 30, 2015, NGL had a $2.296 billion secured bank
facility comprised of a $1.038 billion working capital facility
(which is restricted by a borrowing base) and a $1.258 million
expansion facility. The working capital facility had borrowings of
$656 million and letters of credit totaling $90 million. The
expansion facility had drawn $1.083 billion leaving capacity of
$175 million. In October 2015, NGL amended the bank agreement and
upsized the acquisition facility by $150 million. NGL's bank
agreement extends through 2018.
In addition to the bank agreement having borrowing base
restrictions on the working capital revolver, financial covenants
do not allow leverage (as defined by the bank agreement) to exceed
4.25x; with permitted acquisitions, it temporarily increases to
4.5x. In addition to the working capital borrowings and letters of
credit being excluded from the leverage calculation, NGL gets pro
forma EBITDA credit for acquisitions. Pro forma EBITDA credit for
material projects or acquisitions is typical for MLP bank
agreements. The bank defined leverage ratio was 3.5x as of
Sept. 30, 2015.
NGL does not have any significant debt maturities until 2018 when
the bank agreement expires. After that, it has $400 million of
notes due in 2019.
Fitch expects NGL to generate distributable cash flow in the range
of $275 - 300 in FY16. NGL has announced no intention of cutting
its distributions, but Fitch believes distribution cuts could help
fund liquidity needs if capital market access remains constrained.
Fitch has downgraded these:
NGL Energy Partners LP
-- Long Term IDR downgraded to 'B+' from 'BB';
-- Senior Unsecured downgraded to 'B-'/RR6 from 'BB-'/RR5.
NGL Energy Finance Corp.
-- Senior Unsecured downgraded to 'B-'/RR6 from 'BB-'/RR5.
The Rating Outlook is revised to Negative from Stable.
OFFSHORE GROUP: Files Supplement for Prepack Plan
-------------------------------------------------
BankruptcyData reported that Offshore Group Investment Limited
filed with the U.S. Bankruptcy Court a Supplement for its Joint
Prepackaged Chapter 11 Plan. The Supplement contains the following
documents: Exhibit A: amended and restated credit facility
agreement; Exhibit B: new second lien notes indenture; Exhibit C:
new second lien inter-creditor agreement; Exhibit D: new secured
convertible pay-in-kind notes indenture; Exhibit E: new third lien
inter-creditor agreement; Exhibit F: form of stapled units; Exhibit
G: management incentive program; Exhibit H: new shareholders'
agreement; Exhibit I: registration rights agreement with holders;
Exhibit J: registration rights agreement with Vantage parent;
Exhibit K: amended organizational documents; Exhibit L: revised
organizational chart and Exhibit M: directors and officers of
reorganized Debtors.
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.
The Debtors are an international offshore drilling company
operating a fleet of modern, high-specification drilling units
around the world. 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.
PHARMACYTE BIOTECH: Grants Option Award to CEO Waggoner
-------------------------------------------------------
The Board granted to Pharmacyte Biotech, Inc.'s Chief Executive
Officer, President, General Counsel and Chairman of the Board,
Kenneth L. Waggoner, an option to purchase 6,000,000 shares of the
Company's common stock, expiring five years from such date, with an
exercise price per share of $0.063, the fair market value of each
Share on the date of grant. These options will vest monthly at the
rate of 500,000 shares per month, commencing Jan. 1, 2016, as
partial compensation for his services to the Company.
On Dec. 30, 2015, the Company and Mr. Waggoner entered into an
amendment to the Executive Compensation Agreement, dated as of
March 10, 2015, effective as of Jan. 1, 2015, by and between the
Company and Mr. Waggoner. Pursuant to the Waggoner Amendment,
subject to Mr. Waggoner's continuing service under the Original
Waggoner Compensation Agreement, as so amended, Mr. Waggoner is
entitled to receive the Waggoner Option Award in lieu of an option
to purchase 2,400,000 Shares, with an exercise price equal to the
fair market value on the date of grant. These options will vest
monthly, commencing Jan. 1, 2016, as provided in the Original
Waggoner Compensation Agreement. On Dec. 30, 2015, the Company
also entered into a stock option agreement with Mr. Waggoner
providing for the grant of the Waggoner Option Award on the terms
described above, subject to certain transfer restrictions and
additional customary terms as set forth in in the Waggoner Stock
Option Agreement.
Additionally, on Dec. 30, 2015, the Board granted to the Company's
Chief Operating Officer, Dr. Gerald W. Crabtree, an option to
purchase 4,800,000 Shares, expiring five years from the date of
grant, with an exercise price per share of $0.063, the fair market
value of each Share on the date of grant. These options will vest
monthly at the rate of 400,000 shares per month, commencing
Jan. 1, 2016, as partial compensation for his services to the
Company.
On Dec. 30, 2015, the Company and Dr. Crabtree entered into an
amendment to the Executive Compensation Agreement, dated as of
March 10, 2015, effective as of Jan. 1, 2015, by and between the
Company and Dr. Crabtree. Pursuant to the Crabtree Amendment,
subject to Dr. Crabtree's continuing service under the Original
Crabtree Compensation Agreement, as so amended, Dr. Crabtree is
entitled to receive the Crabtree Option Award in lieu of an option
to purchase 2,400,000 Shares, with an exercise price equal to the
fair market value on the date of grant. These options will vest
monthly, commencing Jan. 1, 2016, as provided in the Original
Crabtree Compensation Agreement. On Dec. 30, 2015, the Company
also entered into a stock option agreement with Dr. Crabtree
providing for the grant of the Crabtree Option Award on the terms
described above, subject to certain transfer restrictions and
additional customary terms.
About PharmaCyte Biotech, Inc.
PharmaCyte Biotech, Inc., formerly known as Nuvilex Inc, is
dedicated to bringing to market scientifically derived products
designed to improve the health, condition and well-being of those
who use them. The Company is a clinical stage biotechnology
company focused on developing and preparing to commercialize
treatments for cancer and diabetes based upon a proprietary
cellulose-based live-cell encapsulation technology known as
Cell-in-a-Box. The Company intends to use this unique and patented
technology as a platform upon which to build treatments for several
types of cancer, including advanced, inoperable pancreatic cancer,
and diabetes.
Pharmacyte reported a net loss of $10.8 million for the year ended
April 30, 2015, a net loss of $27.2 million for the year ended
April 30, 2014 and a net loss of $1.6 million for the year ended
April 30, 2013.
As of Oct. 31, 2015, the Company had $7.64 million in total assets,
$1.08 million in total liabilities and $6.56 million in total
stockholders' equity.
PHARMACYTE BIOTECH: To Restate Previously Issued Financial Stmts.
-----------------------------------------------------------------
The Board of Directors of PharmaCyte Biotech, Inc., determined that
the previously issued audited financial statements for the year
ended April 30, 2015, and the unaudited financial statements for
the interim periods ended July 31, 2015, and Oct. 31, 2015, should
no longer be relied upon and that disclosure should be made to
prevent future reliance on these financial statements. The Company
made this determination once the Board had been advised by the
Company's management that it had consulted with the former and
current independent registered accountants of the Company about the
potential need to restate these financial statements. Based upon
this consultation, the Company's management recommended to the
Board that the financial statements should be restated because the
Company had inadvertently accounted for certain warrants with a
cashless exercise provision as liabilities when they should have
been accounted for as equity.
In addition, the Company will clarify the disclosure of common
stock transactions in the footnotes to the consolidated financial
statements. This clarification is not expected to have a material
impact on the consolidated financial statements.
The Company has not yet completed its final determination and
review. Therefore, the listed amounts are preliminary and subject
to change. There can be no assurance that the final adjustments
will not differ materially from the estimated amounts discussed
herein or that additional adjustments will not be identified.
The approximate impact of the proposed restatements is as follows:
Year ended April 30, 2015
By using the equity method of accounting instead of the liability
method previously used to value the cashless warrants, the reported
net loss of the Company will change in an amount to be determined.
The total current liabilities on the balance sheet were overstated
by $492,049. With the restatement, the total current liabilities
on the balance sheet will decrease by $492,049 to a liability
balance of $1,520,366 at April 30, 2015.
Quarter ended July 31, 2015
By using the liability method instead of the equity method, the
Company reported a net loss of $546,164 for the three months ended
July 31, 2015. Using the equity method, the net loss would have
been $1,008,467 for the three months ended July 31, 2015.
The total current liabilities on the balance sheet were overstated
by $29,746. With the restatement, the total current liabilities on
the balance sheet will decrease by $29,746 to a total liability
balance of $1,156,440 at July 31, 2015.
Quarter ended October 31, 2015
By using the liability method instead of the equity method, the
Company reported a net loss of $1,099,263 for the three months
ended Oct. 31, 2015. Using the equity method, the net loss would
have been $1,129,009 for the three months ended Oct. 31, 2015.
By using the liability method instead of the equity method, the
Company reported a net loss of $1,645,425 for the six months ended
Oct. 31, 2015. Using the equity method, the net loss would have
been $2,137,474 for the six months ended Oct. 31, 2015.
The restatement will have no effect on current liabilities on the
balance sheet as of Oct. 31, 2015.
The Company is working with its former and current auditors to
restate and refile the Annual Report on Form 10-K for the year
ended April 30, 2015, and the Quarterly Reports on Form 10-Q for
the quarters ended July 31, 2015, and Oct. 31, 2015, as soon as
reasonably possible.
About PharmaCyte Biotech, Inc.
PharmaCyte Biotech, Inc., formerly known as Nuvilex Inc, is
dedicated to bringing to market scientifically derived products
designed to improve the health, condition and well-being of those
who use them. The Company is a clinical stage biotechnology
company focused on developing and preparing to commercialize
treatments for cancer and diabetes based upon a proprietary
cellulose-based live-cell encapsulation technology known as
Cell-in-a-Box. The Company intends to use this unique and patented
technology as a platform upon which to build treatments for several
types of cancer, including advanced, inoperable pancreatic cancer,
and diabetes.
Pharmacyte reported a net loss of $10.8 million for the year ended
April 30, 2015, a net loss of $27.2 million for the year ended
April 30, 2014 and a net loss of $1.6 million for the year ended
April 30, 2013.
As of Oct. 31, 2015, the Company had $7.64 million in total assets,
$1.08 million in total liabilities and $6.56 million in total
stockholders' equity.
POSITIVEID CORP: Amends 2014 Annual Report to Correct Typo Error
----------------------------------------------------------------
PositiveID Corporation has amended its annual report on Form 10-K
for the year ended Dec. 31, 2014, for the purpose of correcting a
typographical error.
On March 30, 2015, PositiveID filed its Annual Report with the
Securities and Exchange Commission. The Report of Independent
Registered Public Accounting Firm on page F-2 of the Original 2014
10-K included a typographical error when it stated the net loss of
the Company was $8,606,000. It should have stated the net loss of
the Company was $7,191,000.
A full-text copy of the Form 10-K/A is available for free at:
http://is.gd/6SiswD
About PositiveID
Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market. Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.
PositiveID reported a net loss attributable to common stockholders
of $8.22 million on $945,000 of revenue for the year ended
Dec. 31, 2014, compared with a net loss attributable to common
stockholders of $13.33 million on $0 of revenue for the year ended
Dec. 31, 2013.
As of Sept. 30, 2015, the Company had $1.04 million in total
assets, $10.86 million in total liabilities and a $9.82 million
total stockholders' deficit.
Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014. The accounting firm noted that the
Company reported a net loss, and used cash for operating
activities of approximately $7.19 million and $2.57 million
respectively, in 2014. At Dec. 31, 2014, the Company had a working
capital deficiency, stockholders' deficit and accumulated deficit
of approximately $8.076 million, $8.45 million and $133 million,
respectively.
PREMIER PAIN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Premier Pain Surgery Center LLC
8708 E San Vicente Dr
Scottsdale, AZ 85258-1904
Case No.: 15-16327
Nature of Business: Health Care
Chapter 11 Petition Date: December 31, 2015
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Madeleine C. Wanslee
Debtor's Counsel: Richard A Drake, Esq.
DRAKE LAW FIRM PLC
14500 N Northsight Boulevard, Suite 208
Scottsdale, AZ 85260
Tel: 602-687-8800
Fax: 602-387-8979
Email: rdrake@bdlawyers.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sky Moore, member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb15-16327.pdf
QUANTUM FUEL: Fails to Comply with NASDAQ Listing Rule
------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., received a
letter from Nasdaq notifying the Company that, based on its closing
bid price for the last 30 consecutive business days, it no longer
meets the minimum bid price of $1.00 per share required under
Nasdaq Marketplace Rule 5550(a)(2). The notice has no immediate
effect on the listing of Company's securities, and its common stock
will continue to trade on the Nasdaq Capital Market under the
symbol "QTWW."
The notice also states that the Company will be provided 180
calendar days, or until June 27, 2016, to regain compliance with
the minimum bid requirement. To regain compliance, the bid price
of the Company's common stock must close at or above $1.00 per
share for a minimum of 10 consecutive business days. If the
Company does not regain compliance prior to June 27, 2016, then the
Company may be eligible for a second 180 day period to regain
compliance. In order to qualify for the second 180 day compliance
period, the Company will be required to meet the continued listing
requirement for market value of publicly held shares and all other
listing standards for The Nasdaq Capital Market, with the exception
of the bid price requirement, and will need to provide written
notice of its intention to cure the deficiency during the second
compliance period by effecting a reverse stock split, if necessary.
The Company intends to monitor the closing bid price of its common
stock between now and June 27, 2016, and to consider available
options if its common stock does not trade at a price likely to
result in the Company regaining compliance with the minimum bid
price requirement. However, the Company may be unable to regain
compliance with the minimum closing bid price requirement during
the compliance periods, in which case the Company anticipates
Nasdaq will provide a notice to the Company that its shares of
common stock are subject to delisting.
About Quantum Fuel
Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles. Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.
Quantum Fuel reported a net loss of $14.9 million in 2014, a net
loss attributable to stockholders of $23.0 million in 2013, a net
loss attributable to stockholders of $30.9 million in 2012 and a
net loss attributable to common stockholders of $38.5 million in
2011.
As of Sept. 30, 2015, the Company had $67.5 million in total
assets, $45.5 million in total liabilities and $22.0 million in
total stockholders' equity.
QVL PHARMACY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: QVL Pharmacy Holdings, Inc.
800 Boylston Street, 16th Fl.
Boston, MA 02199
Case No.: 15-14983
Chapter 11 Petition Date: December 29, 2015
Court: United States Bankruptcy Court
District of Massachusetts (Boston)
Judge: Hon. Frank J. Bailey
Debtor's Counsel: Stephen F. Gordon, Esq.
THE GORDON LAW FIRM LLP
River Place
57 River Street
Wellesley, MA 02481
Tel: (617) 261-0100
Email: sgordon@gordonfirm.com
- and -
Todd B. Gordon, Esq.
THE GORDON LAW FIRM LLP
River Place
57 River Street
Wellesley, MA 02481
Tel: (617) 261-0100
Fax: (617) 261-0789
Email: tgordon@gordonfirm.com
- and -
Katherine P. Lubitz, Esq.
THE GORDON LAW FIRM LLP
River Place
57 River Street
Wellesley, MA 02481
Tel: 617-261-0100
Email: klubitz@gordonfirm.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Chad Collins, director.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Asclepius Panacea LLC, Asclepius Litigation $1,035,781
Panacea GP, LLC, Daily Pharmacy LLC Claims/
and Daily Pharmacy GP, LLC Contract
4303 Victory Drive, Austin, TX 78704 Dispute
White Winston Select Asset Funds, Fees and $274,498
LLC, Trustee - QIBT Reimbursements
2150 South 1300 East; Suite 500
Salt Lake City, UT 84106
Group Financial Services Equipment Loan $257,210
545 Washington Blvd Services
Sea Girt, NJ 08750
Texas Rx Pharmacy 1, LP Service $223,652
Agreement
Texas Rx Pharmacy II, LP Service $175,896
Agreement
White Winston Select Asset Funds Fees and $137,247
Reimbursements
Chamberlain, Hrdlicka, White, Legal Services $88,697
Williams & Aughtry
Dynamex Inc. Judgment $67,527
Asclepius Panacea LLC, Asclepius Service $60,000
Panacea GP, LLC, Daily Pharmacy LLC Agreement
and Daily Pharmacy GP, LLC
West IP Communications Trade Debt $58,047
Rx Pro Health, LLC Trade Debt $54,437
Goodwin Proctor LLP Legal Services $27,224
McKesson Pharmacy Systems, LLC Trade Debt $23,663
Arbrook Square Investors, LP Rents $20,298
PrideStaff, Inc. Trade Debt $16,888
Shannon, Gracey, Ratliff & Miller Legal Services $16,564
TW Telecom, Inc. Trade Debt $16,505
Infowerks Data Services Inc. Trade Debt $16,200
City of Baton Rogue Taxes $14,962
Axxys Technologies, Inc. Trade Debt $13,286
ROUNDY'S SUPERMARKETS: S&P Withdraws 'B-' CCR on Kroger Deal
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on regional
grocer Roundy's Supermarkets Inc., including the 'B-' corporate
credit rating, following Kroger Co.'s completed acquisition of the
company. Roundy's is now wholly owned by Kroger, and all of its
previously rated debt has been repaid. The ratings on Roundy's
were on CreditWatch with positive implications at the time of
withdrawal, where S&P placed them on Nov. 11, 2015.
SALEM NURSING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Salem Nursing & Rehab Center of Augusta, Inc.
dba Amara Healthcare and Rehabilitation
2021 Scott Road
Augusta, GA 30906
Case No.: 15-74630
Nature of Business: Health Care
Chapter 11 Petition Date: December 31, 2015
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Judge: Hon. Paul Baisier
Debtor's Counsel: G. Frank Nason, IV, Esq.
LAMBERTH, CIFELLI, ELLIS & NASON, P.A.
Suite W212
1117 Perimeter Center West
Atlanta, GA 30338
Tel: (404) 262-7373
Fax: (404) 262-9911
Email: FNason@LCSENLlaw.com
Debtor's SENIOR LIVING INVESTMENT BROKERAGE, INC.
Broker: Attn: Grant Kief
490 Pennsylvania Ave.
Glen Ellyn, IL 60137
Tel: (630) 858-2501
Fax: (630) 858-2551
E-mail: kief@slibinc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Douglas K. Mittleider, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb15-74630.pdf
SAMSON RESOURCES: Creditors Committee Opposes UST Bid for Examiner
------------------------------------------------------------------
BankruptcyData reported that Samson Resources' official committee
of unsecured creditors filed with the U.S. Bankruptcy Court an
objection to the motion of the U.S. Trustee assigned to the case
seeking an order directing the appointment of an examiner.
The committee asserts, "Although the Committee is concerned about
the theft of approximately $1.78 million of the Debtors' funds and
allegations that the Debtors have been miscalculating royalty
interest payments, it submits that the appointment of an examiner
is not necessary to address such concerns, at least at this time,
and would result in needless costs to the Debtors' estates….Given
that the Debtors have repeatedly indicated that the value of their
businesses is eroding, these Chapter 11 Cases must be managed in a
cost-efficient manner so as to preserve value for the Debtors'
estates and creditors.
The costs and expenses of appointing an examiner for the purposes
requested in the Motion is disproportionately high as compared to
any benefit that would inure to the Debtors' estates, particularly
since the Committee -- which is authorized to investigate such
matters under 11 U.S.C. section 1103(c)(2) -- can undertake any
supplemental investigation more efficiently."
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.
SANUWAVE HEALTH: David Nemelka Has 2.7% Stake as of Dec. 24
-----------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, David N. Nemelka disclosed that as of Dec. 24, 2015, he
beneficially owns 1,682,378 shares of common stock of
Sanuwave Health, Inc., representing 2.7 percent of the shares
outstanding. As a result of the dispositions, the Reporting Person
is no longer the beneficial owner of 5% or more of the issued and
outstanding shares of the Issuer's common stock. A copy of the
regulatory filing is available for free at:
http://is.gd/wCEEny
About SANUWAVE Health
Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.
SANUWAVE Health reported a net loss of $5.97 million on $847,000 of
revenues for the year ended Dec. 31, 2014, compared with a net loss
of $11.3 million on $800,000 of revenues in 2013.
As of Sept. 30, 2015, the Company had $1.50 million in total
assets, $6.62 million in total liabilities and a stockholders'
deficit of $5.12 million.
Bankruptcy Warning
"The continuation of the Company's business is dependent upon
raising additional capital before the conclusion of fourth quarter
of 2015 to fund operations. Management's plans are to obtain
additional capital through the issuance of common or preferred
stock, securities convertible into common stock or secured or
unsecured debt, investments by strategic partner for market
opportunities, which may include strategic partnerships or
licensing arrangements or complete a joint venture, partnership or
sale of the wound product to complete the FDA trial successfully
and begin commercialization of the product in 2016. These
possibilities, to the extent available, may be on terms that result
in significant dilution to the Company's existing shareholders.
Although no assurances can be given, management of the Company
believes that potential additional issuances of equity or other
potential financing transactions as discussed above should provide
the necessary funding for the Company to continue as a going
concern. If these efforts are unsuccessful, the Company may be
forced to seek relief through a filing under the U.S. Bankruptcy
Code," the Company states in the quarterly report for the period
ended Sept. 30, 2015.
SCORPION PERFORMANCE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Scorpion Performance, Inc.
5417 NW 44th Avenue
Ocala, FL 34482
Case No.: 15-05579
Chapter 11 Petition Date: December 30, 2015
Court: United States Bankruptcy Court
Middle District of Florida (Jacksonville)
Debtor's General Jon Polenberg, Esq.
Counsel POLENBERG COOPER, PLLC
1351 Sawgrass Corporate Parkway, Suite 101
Fort Lauderdale, FL 33323
Tel: 954-742-9995
Fax: 954-742-9971
Email: jpolenberg@polenbergcooper.com
Debtor's MILAM HOWARD & MICHAEL FACKLER
Local
Counsel:
Total Assets: $3.93 million
Total Liabilities: $1.36 million
The petition was signed by Angela M. Stopiano, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb15-05579.pdf
SINOFRESH HEALTHCARE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Sinofresh Healthcare Inc.
2357 S. Tamiami Trail #3
PMB #110
Venice, FL 34293
Case No.: 15-12776
Chapter 11 Petition Date: December 29, 2015
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtor's Counsel: Lawrence Klepetko, Esq.
46 North Washington Blvd, Suite 15
Sarasota, FL 34236
Tel: 941-388-3388
Email: kelptx@yahoo.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by David R. Olund, CEO.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
SPANISH BROADCASTING: FCC OKs Exchange Stations in Puerto Rico
--------------------------------------------------------------
Spanish Broadcasting System, Inc., announced FCC approval to
exchange stations in Puerto Rico.
"As we have previously disclosed, we exercised our option to swap
three of our radio stations in Puerto Rico, WIOA-FM, WZET-FM and
WIOC-FM, plus $1.9 million for three full power television stations
in Puerto Rico, WTCV-DT - Channel 32, WVEO-DT - Channel 17 and
WVOZ-DT - Channel 47, with International Broadcast Corp., subject
to obtaining approval from the Federal Communications Commission.
We have now received FCC approval for the assignment of the
licenses and we expect to close this transaction shortly. The
transaction will qualify as a like-kind exchange under Section 1031
of the Internal Revenue Code."
"Upon closing of this transaction, we intend to participate in the
FCC's television spectrum incentive auction with all three of the
acquired licenses to monetize the potential excess value of the
station swap option and maximize the potential cash proceeds that
are expected to be created by the auction process. There can be no
assurance that the FCC's television spectrum incentive auction will
be successfully completed or any potential excess value and/or cash
proceeds will be subsequently realized."
About Spanish Broadcasting
Headquartered in Coconut Grove, Florida, Spanish Broadcasting
operates 21 radio stations targeting the Hispanic audience. The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico. Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.
Spanish Broadcasting reported a net loss of $20.0 million on $146
million of net revenue for the year ended Dec. 31, 2014, compared
with a net loss of $88.6 million on $154 million of net revenue in
2013.
As of Sept. 30, 2015, the Company had $457 million in total assets,
$551 million in total liabilities and a total stockholders' deficit
of $94.0 million.
* * *
In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.
In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position. The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.
SWIFT ENERGY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Swift Energy USA, Inc. 15-12669
Swift Energy Company 15-12670
17001 Northchase Drive, Ste. 100
Houston, TX 77060
Swift Energy International, Inc. 15-12671
Swift Energy Group, Inc. 15-12672
Swift Energy Alaska, Inc. 15-12673
Swift Energy Operating, LLC 15-12674
GASRS LLC 15-12675
SWENCO-Western, LLC 15-12676
Swift Energy Exploration Services, Inc. 15-12677
Type of Business: Oil and Gas
Chapter 11 Petition Date: December 31, 2015
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Mary F. Walrath
Debtors' Thomas A Howley, Esq.
General Paul M Green, Esq.
Counsel: JONES DAY
717 Texas Ste 3300
Houston, TX 77002-2712
Tel: 832-239-3939
Fax: 832-239-3600
Email: tahowley@jonesday.com
pmgreen@jonesday.com
- and -
Gregory M Gordon, Esq.
JONES DAY
2727 North Harwood Street
Dallas, TX 75201-1515
Tel: 214-220-3939
Fax: 214-969-5100
Email: gmgordon@jonesday.com
Debtors' Daniel J. DeFranceschi, Esq.
Local RICHARDS, LAYTON & FINGER, P.A.
Counsel: One Rodney Square
PO Box 551
Wilmington, DE 19899
Tel: 302-651-7700
Fax: 302-651-7701
Email: defranceschi@rlf.com
- and -
Brendan Joseph Schlauch, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Tel: 302-651-7700 x7749
Fax: 302-651-7701
Email: schlauch@rlf.com
- and -
Zachary I Shapiro, Esq.
RICHARDS, LAYTON & FINGER, P.A.
920 North King Street, P.O. Box 551
Wilmington, DE 19801
Tel: 302-651-7700
Fax: 302-651-7701
Email: shapiro@rlf.com
Debtors' LAZARD FRERES & CO, LLC
Investment
Banker:
Debtors' ALVAREZ & MARSAL NORTH AMERICA LLC
Financial
Advisor:
Debtors' KURTZMAN CARSON CONSULTANTS LLC
Claims and
Noticing
Agent:
Total Assets: $1.02 billion as of Sept. 30, 2015
Total Debts: $1.34 billion as of Sept. 30, 2015
The petition was signed by Alton D. Heckaman, Jr., executive vice
president and chief financial officer.
Consolidated List of Debtors' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Wilmington Trust, N.A. 7.875 Senior $410,500,000
350 Park Avenue Notes Due 2022
New York, NY 10022
Wilmington Trust, N.A. 7.125% Senior $260,390,625
350 Park Avenue Notes Due 2017
New York, NY 10022
Wilmington Trust, N.A. 8.875% Senior $234,152,344
350 Park Avenue Notes Due 2020
New York, NY 10022
Weatherford Artificial Trade Debt $4,224,598
Lift Systems
2000 St James Place
Houston, TX 77056
Vincent, Bruce Severance $2,328,902
Agreement
Texas Pipeline Webb County Trade Debt $1,900,000
Lean System LLC
17806 IH-10 West
Suite 210
San Antonio, TX 78257
Straight Line Const., Inc. Trade Debt $1,798,432
5115 W Hwy 59
Freer, TX 78357
Sidewinder Drilling Inc. Trade Debt $1,517,865
952 Echo Lane Suite 460
Houston, TX 77024
Exterran Energy Solutions LP Trade Debt $1,426,209
4444 Brittmoore
Houston, TX 77041
CDM Resource Management LLC Trade Debt $1,281,617
20405 Tomball Parkway
Suite 700
Two Chasewood Technology Park
Houston, TX 77070
Baker Hughes Business Support Trade Debt $1,090,006
Services
2929 Allen Parkway, Suite 2100
Houston, TX 77019-2118
Key Energy Services, Inc. Trade Debt $1,008,128
1301 McKinney
Suite 1800
Houston, TX 77010
Border Lease Services Trade Debt $956,614
3905 Rotary Road
Laredo, TX 78043
Mitchell, James P. Severance $750,551
Agreement
Saka Energi Fasken LLC Working Undetermined
The Energy, 11th Floor Interest
J1. Jenderal Sudirman Partner
Kav. 52 - 53
Jakarta, 12190 Indonesia
Anadarko Petroleum Corporation Working Undetermined
1201 Lake Robbins Drive Interest
The Woodlands, TX 77380 Partner
Fasken Oil and Ranch Ltd Royalty Undetermined
6101 Holiday Hill Road
Midland, TX 79707
Quintanilla, Leo O. Royalty Undetermined
101 Ash Street
Tilden, TX 78072
State of Texas - Royalty Undetermined
General Land Office
Stephen F Austin Building
1700 North Congress Ave
Austin, TX 78701-1495
Terrance M. Shelley Litigation Undetermined
v. Swift Energy
Operating, LLC and
Swift Energy Company, In
the USDC for the Eastern
District of Louisiana,
No. 13-5552
Scheuermann & Jones
One Shell Square
701 Poydras Street
New Orleans, LA 70139
SWIFT ENERGY: Files for Chapter 11 With $905M Debt-Equity Swap Deal
-------------------------------------------------------------------
Houston-based energy company Swift Energy Company and its
affiliates sought Chapter 11 bankruptcy protection in Delaware,
saying that the declines in the prices of oil and natural gas have
severely constrained their liquidity and adversely impacted their
ability to service their debt obligations.
For the nine months ended Sept. 30, 2015, the Debtors generated
revenue of approximately $195.7 million from net oil and gas
production of 8.8 million barrels of oil equivalents (MMBoe).
Crude oil represented 47% and natural gas represented 44% of the
Debtors' oil and gas revenues for the nine months ended Sept. 30,
2015 (22% and 66% of the volumes for crude oil and natural gas,
respectively), with the remaining production and revenues coming
from natural gas liquids.
The Debtors disclosed that third quarter oil and gas revenues
decreased 55%, or $73.9 million, compared to the same period in
2014, primarily due to lower commodity pricing and lower oil and
natural gas liquids production. Swift reported net cash provided
by operating activities of $28.4 million in the first nine months
of 2015, as compared to $252.2 million generated during the same
period in 2014. Largely as a result of a non-cash write down of
oil and gas properties, Swift reported a net loss of $354.6 million
for the third quarter of 2015.
Restructuring Support Agreement
Dean E. Swick, chief restructuring officer of the Debtors, relate
that beginning in August and continuing into the Fall of 2015, the
Debtors began analyzing various restructuring alternatives, which
included potential out-of-court and in-court solutions.
In September 2015, the Debtors, with the assistance of their
advisors, commenced extensive, good-faith discussions with an ad
hoc committee of holders representing more than 50% of the Senior
Notes regarding a potential restructuring of the Debtors'
obligations with respect to the Senior Notes.
On Dec. 31, 2015, the Noteholder Committee and the Debtors
finalized an agreement on the terms of a restructuring as set forth
in the restructuring support agreement. In accordance with the
RSA, the Debtors and the Noteholder Committee have agreed on a
Chapter 11 plan of reorganization that, among other things,
exchanges the approximately $905.1 million outstanding on account
of Senior Notes obligations for 96% of the common equity in the
Reorganized Debtors, cancels existing equity and gives current
shareholders 4% of the common equity in the Reorganized Debtors and
certain warrants, and pays in full, reinstates, or provides for
other treatment for all other secured or unsecured debt of the
Debtors. Under the RSA, the Debtors and the Noteholders agreed,
among other things, to support the Plan, vote their claims on
account of the Senior Notes in support of the Plan, and abide by
certain milestones regarding the Plan and administration of these
Chapter 11 cases. The milestones in the RSA are as follows:
(a) the Debtors must commence the chapter 11 cases on or
before the Petition Date;
(b) the Debtors must appoint a chief restructuring officer on or
before the Petition Date;
(c) the Debtors must file the Plan, DIP Motion, and Disclosure
Statement on the Petition Date;
(d) the Bankruptcy Court must enter (i) the Interim DIP Order
within three business days of the Petition Date and (ii) the
Final DIP Order within 30 days of the Petition Date;
(e) the Consenting Noteholders and the Debtors must reach an
agreement with respect to an amendment and restatement,
refinancing, or other treatment of the Prepetition RBL
Facility within 45 days of the Petition Date (which
agreement will be subject in all respects to the consent of
the Consenting Noteholders);
(f) the Consenting Noteholders and the Debtors must reach an
agreement on the treatment of the DIP Facility within 45
days of the Petition Date (which agreement will be subject
in all respects to the consent of the Consenting
Noteholders);
(g) the Bankruptcy Court must enter an order approving the
Disclosure Statement within 45 days of the Petition Date;
(h) the Bankruptcy Court must enter the Confirmation Order
approving the Plan within 90 days of the Petition Date; and
(i) the Plan Effective Date must occur within 110 days of the
Petition Date.
The Debtors have commenced negotiations with the Noteholder
Committee, as well as JPMorgan Chase Bank, N.A., as administrative
agent under a $500 million revolving credit facility and the RBL
Lenders to reach the required agreements with respect to the
treatment of the RBL Facility and the treatment of the DIP
Facility.
The Debtors and the Noteholder Committee have also negotiated and
reached agreement on a management incentive plan, which will become
effective upon emergence, the process for selecting members of the
Board of Directors of the Reorganized Debtors, and certain other
governance terms for the Reorganized Debtors.
Debtor in Possession Financing
Pursuant to the RSA and a debtor in possession credit agreement by
and among Swift, as borrower, Cantor Fitzgerald Securities, as
administrative agent, and certain lenders signatory thereto, which
the Debtors seek authority to enter into by the DIP Motion, certain
of the Noteholders have also agreed to provide a $75 million
debtor-in-possession facility (a) on a junior basis to the RBL
Credit Agreement with respect to collateral already encumbered by
the obligations outstanding on account of the RBL Credit Agreement
and (b) on a first lien basis with respect to assets not encumbered
pursuant to the RBL Credit Agreement.
Certain of the DIP Lenders have agreed to backstop the DIP Facility
and will receive a backstop fee on the terms set forth in the DIP
Credit Agreement and the Plan. The Debtors said the DIP Facility
provides them with the liquidity they need to fund their operations
and the costs of these cases through emergence, which is
anticipated to occur in the first quarter of 2016.
First Day Motions
To minimize the adverse effects of filing for Chapter 11 protection
and facilitate an expedited restructuring process that preserves
value and enhances the Debtors' ability to successfully reorganize,
the Debtors have filed a number of pleadings requesting various
kinds of "first day" relief. The Debtors are seeking authority to,
among other things, obtain a debtor-in-possession financing, pay
employee wages and benefits, prohibit utility providers from
discontinuing services, and use existing cash management system. A
copy of the declaration in support of the First Day Motions is
available for free at:
http://bankrupt.com/misc/13_SWIFT_Declaration.pdf
About Swift Energy
Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties. Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.
Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015. The petitions were signed by Alton D.
Heckaman, Jr., the executive vice president and CFO. Judge Mary F.
Walrath has been assigned the cases.
The Debtors disclosed total assets of $1.02 billion and total debt
of $1.34 billion as of Sept. 30, 2015.
The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
VICTORY MEDICAL: Dr. Jin Zhou Okayed as Special Collection Agent
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Victory Medical Center Mid-Cities, LP, et al., to employ
Dr. Jin Zhou, doing business as Erisaclaim.com, as special
collection agent on a contingency fee contract.
Dr. Jin Zhou is expected to provide all necessary collection
services to the Debtor.
Victory Parent Company, LLC, has employed Dr. Zhou since Nov. 3,
2015.
To the best of the Debtors' knowledge, Dr. Zhou is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Victory Healthcare
Victory Parent Company, LLC, and 8 affiliated companies sought
Chapter 11 protection in Fort Worth, Texas (Bankr. N.D. Tex.) on
June 12, 2015, in Ft. Worth, Texas.
Headquartered in The Woodlands, Texas, Victory Parent Company
manages six medical centers in Texas. Founded in 2005, Victory now
maintains medical centers offering emergency room services in
through Victory Medical Center Mid-Cities in Hurst, Victory Medical
Center Plano, Victory Medical Center Craig Ranch in McKinney, and
Victory Medical Center Landmark in San Antonio. The company also
manages its Victory Medical Center Beaumont and Houston-East, which
are not part of the Chapter 11 filing and will be sold separately.
The Debtors tapped Hoover Slovacek, LLP, as counsel; Epiq
Bankruptcy Solutions, LLC, as claims agent; and Baker, Donelson,
Bearman, Caldwell & Berkowitz, PC, as special counsel.
VIRTUAL PIGGY: Issues $65,000 Promissory Notes to Investors
-----------------------------------------------------------
Virtual Piggy, Inc., issued $65,000 in aggregate principal amount
of unsecured Promissory Notes to two accredited investors on Dec.
28 and 29, 2015, pursuant to Promissory Note Agreements. The
Investors also received two-year Warrants to purchase an aggregate
of 13,000 shares of Company common stock at an exercise price of
$0.90 per share.
The Notes bear interest at a rate of 10% per annum and mature on
the six month anniversary of the issuance date, or on such earlier
date that (i) the Company completes the closing of a specified
joint venture agreement or (ii) the Company completes the sale of
at least an additional $1 million of 10% Secured Convertible
Promissory Notes.
About Oink (Virtual Piggy, Inc.)
Virtual Piggy is the provider of Oink, a secure online and in-store
teen wallet. Oink enables teens to manage and spend money within
parental controls, while gaining valuable financial management
skills. The technology company also delivers payment platforms
designed for the Under 21 age group in the global market, and
enables online businesses the ability to function in a manner
consistent with the Children's Online Privacy Protection Act and
similar international children's privacy laws. The company, based
in Hermosa Beach, CA, is on the Web at: http://www.oink.com/and
holds three technology patents, US Patent No. 8,762,230, 8,650,621
and 8,812,395.
Virtual Piggy reported a net loss of $9.65 million in 2014, a net
loss of $16 million in 2013 and a net loss of $12.03 million in
2012.
As of Sept. 30, 2015, the Company had $1.31 million in total
assets, $6.26 million in total liabilities, all current, and a
$4.94 million stockholders' deficit.
Morison Cogen LLP, in Bala Cynwyd, PA, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company's losses from
development stage activities raise substantial doubt about its
ability to continue as a going concern.
WAVE SYSTEMS: Board Approves 1-for-10 Reverse Stock Split
---------------------------------------------------------
Wave Systems Corp. announced that, following shareholder approval
at the special Shareholders' meeting on Dec. 28, 2015, the Board of
Directors has approved a 1-for-10 reverse split of the Company's
common stock. The reverse stock split was in effect at the
commencement of trading Thursday, Dec. 31, 2015.
The reverse split is being implemented for purposes of regaining
compliance with the $1.00 per share minimum closing bid price
requirement for continued listing on the Nasdaq Capital Market.
For every 10 shares held, Wave shareholders will receive in
exchange one new share of Wave Systems common stock. Shareholders
otherwise entitled to fractional shares as a result of the reverse
stock split will receive cash payments in lieu of those fractional
shares. The number of common shares issued and outstanding (Class
A and Class B combined) will be reduced to approximately 6.1
million (from approximately 60.8 million). Shareholders'
percentage ownership in the Company will remain unchanged as a
result of the reverse split.
The Board of Directors believes that the reverse stock split will
enable the Company to regain compliance with the $1 per share
minimum closing bid price continued listing requirement. However,
there can be no assurance that this result will be achieved or that
Wave will maintain the listing of its common stock on the Nasdaq
Capital Market.
In addition to the bid price rule, in order to remain listed on the
NASDAQ Capital Market, the Company must also maintain compliance
with all of the other required continued listing requirements of
the NASDAQ Capital Market, including the $35 million market
capitalization requirement. The Company is not currently in
compliance with this rule. In accordance with the NASDAQ Listing
Rules, the Company has been provided a grace period of 180 calendar
days, through Feb. 8, 2016, to evidence compliance with the minimum
market value rule.
About Wave Systems
Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products for
hardware-based digital security, including security applications
and services that are complementary to and work with the
specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.
Wave Systems reported a net loss of $12.9 million in 2014, a net
loss of $20.3 million in 2013 and a net loss of $34 million in
2012.
KPMG LLP, in Hartford, Connecticut, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014. The independent auditors noted that Wave
Systems Corp. has suffered recurring losses from operations
and has a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern.
WESTERN CONVENIENCE: Defaults on Loan, Files for Chapter 11
-----------------------------------------------------------
Centennial, Colorado-based convenience store and gas station chain
Western Convenience Stores, Inc., sought Chapter 11 protection
(Bankr. D. Col. Case No. 15-23977) on Dec. 28, 2015.
The Debtor estimated $1 million to $10 million in assets and debt.
Molly Armbrister at the Denver Business Journal reported that
according to attorney Lee Kutner, of Kutner Brinen Garber, who is
representing Western in its bankruptcy proceedings, the company
operates 43 locations throughout Colorado and Nebraska, and its
bankruptcy filing stems in part from a dispute between Western and
Kansas City-based Suncor Energy Inc.
Suncor claims that Western defaulted on a loan obtained for fuel,
but Western disagreed, Mr. Kutner said.
Western owes Suncor $7 million, according to the bankruptcy
documents, making Suncor Western's largest creditor. Other
creditors include Offen Petroleum, owed $2.3 million, and High
Plains Bank, owed $1.6 million.
Most of Western's other creditors are food and drink vendors.
Western is still operating and intends to continue doing so, Mr.
Kutner said.
Mr. Taraghi stated in a court declaration that while the Company
made all required payments until October 2015, its "delay in
obtaining a refinanced note from another lender due to the sale of
the note by the prior lender, led to a claim of default by Suncor."
According to the court declaration, the Company disputes a default
existed and sought in November 2015 a preliminary injunction to
stop Suncor Energy's collection efforts. Kristina Peters at CSP
Daily News says that the motion was denied.
Mr. Kutner told news Web site BusinessDen that the Company never
missed a payment to Suncor Energy. Nothing went wrong with the
Company's business operations, and the bankruptcy filing came after
the delay in the loan refinance, CSP Daily relates, citing Mr.
Kutner. CSP Daily quoted him as saying, "It took them a while to
rewrite the loan and extend it. They ultimately did that, but
Suncor claimed a default under their forbearance agreement."
The Company, according to the court declaration, is also asking for
the Bankruptcy Court's authorization to use the cash collateral and
access existing bank accounts to pay for ongoing operating
expenses, including inventory, employee wages, utilities, insurance
and rents due for lease of store locations.
Judge Thomas B. McNamara presides over the case.
Headquartered in Centennial, Colorado, Western Convenience Stores,
Inc., is a convenience store and gas station chain established in
1989. It operates 43 locations throughout Colorado and Nebraska.
ZYNEX INC: TBK Bank OKs 4th Amendment to Forbearance Agreement
--------------------------------------------------------------
Zynex, Inc., signed Amendment No 4 to the Forbearance Agreement
with TBK Bank, SSB (aka Triumph Healthcare Finance) on Dec. 15
2015, by which the Bank agreed to continue to forbear declaring
default and accelerating payment of the loan.
The Company has an asset-backed revolving credit facility under a
Loan and Security Agreement as amended, with Triumph Healthcare
Finance, a division of Triumph Community Bank. The Triumph
Agreement contains certain customary restrictive and financial
covenants for asset-backed credit facilities. As of Sept. 30,
2015, and subsequently, the Company was not in compliance with the
financial covenants under the Triumph Agreement. On July 14, 2014,
the Company received notice from the Lender of an event of default
under the Triumph Agreement. The notice relates to the Company's
default under the minimum debt service coverage ratio requirement
for the quarter ended March 31, 2014, and certain other alleged
defaults. The Lender notified the Company that it was exercising
its default remedies under the Triumph Agreement, including, among
others, accelerating the repayment of all outstanding obligations
under the Triumph Agreement (outstanding principal and accrued
interest) and collecting the Company's bank deposits to apply
towards the outstanding obligations.
As of Sept. 30, 2015, $4,322,000 ($4,442,000 as of Dec. 31, 2014)
was outstanding under the Triumph Agreement and zero was available
for borrowing based on the default status. The Triumph Agreement
matured on Dec. 19, 2014.
The Lender has agreed to continue to forbear from the exercise of
its rights and remedies under the terms of the Credit Agreement
through March 31, 2016, pursuant to the terms of a Forbearance
Agreement, as amended, dated effective Dec. 15, 2015. During the
Forbearance Period, the Company has agreed to reduce the principal
amount of the Line by no less than $85,000 per month. The Lender
has made no commitment to continue its forbearance beyond
March 31, 2016. Furthermore, the Company may make no payments to
vendors or other creditors with proceeds of any advances that the
Lender may authorize unless the proposed use of proceeds has been
communicated to and approved by the Lender in advance.
The Company is currently facing liquidity challenges due to lower
revenues and limited availability of borrowings under its existing
revolving credit facility. The lender has continued to make
advances to the Company based on cash collections and the Company
has been able to utilize its key bank accounts. The Company is
exploring ways to improve its liquidity and is actively seeking a
new lender or investor to replace the existing lender.
The Company was not in compliance with the financial covenants
under the Triumph Agreement, as of Sept. 30, 2015, or subsequently,
and no assurance can be given that the Lender will continue to make
such additional loans or that the parties will agree on a repayment
plan acceptable to the Company.
Zynex Inc.
Zynex, Inc., develops, manufactures and markets medical equipment.
The Lone Tree, Colorado-based Company offers electrotherapy
products for home use, cardiac monitoring apparatus for hospital
use, and EMG and EEG diagnostic devices for neurology clinic use.
Zynex reported a net loss of $6.23 million on $11.1 million of net
revenue for the year ended Dec. 31, 2014, compared to a net loss of
$7.34 million on $21.7 million of net revenue for the year ended
Dec. 31, 2013.
As of Sept. 30, 2015, the Company had $4.98 million in total
assets, $7.90 million in total liabilities and a $2.92 million
total stockholders' deficit.
GHP Horwath, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, noting that the Company incurred significant
losses in 2014 and 2013, and has limited liquidity. These factors
raise substantial doubt about its ability to continue as a going
concern.
[^] BOND PRICING: For the Week from Dec. 28, 2015 to Jan. 1, 2016
-----------------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
A. M. Castle & Co CAS 12.750 77.500 12/15/2016
A. M. Castle & Co CAS 7.000 52.020 12/15/2017
A. M. Castle & Co CAS 12.750 70.125 12/15/2016
A. M. Castle & Co CAS 12.750 70.125 12/15/2016
ACE Cash Express Inc AACE 11.000 36.000 2/1/2019
ACE Cash Express Inc AACE 11.000 33.000 2/1/2019
Affinion Investments LLC AFFINI 13.500 65.875 8/15/2018
Alpha Appalachia
Holdings Inc ANR 3.250 4.650 8/1/2015
Alpha Natural
Resources Inc ANR 6.000 0.149 6/1/2019
Alpha Natural
Resources Inc ANR 6.250 0.500 6/1/2021
Alpha Natural
Resources Inc ANR 7.500 1.000 8/1/2020
Alpha Natural
Resources Inc ANR 4.875 0.100 12/15/2020
Alpha Natural
Resources Inc ANR 3.750 0.250 12/15/2017
Alpha Natural
Resources Inc ANR 7.500 0.869 8/1/2020
Alpha Natural
Resources Inc ANR 7.500 0.869 8/1/2020
Alta Mesa Holdings LP /
Alta Mesa Finance
Services Corp ALTMES 9.625 36.941 10/15/2018
American Eagle Energy Corp AMZG 11.000 7.250 9/1/2019
American Eagle Energy Corp AMZG 11.000 5.250 9/1/2019
Apollo Investment Corp AINV 5.750 99.126 1/15/2016
Appvion Inc APPPAP 9.000 40.000 6/1/2020
Appvion Inc APPPAP 9.000 39.375 6/1/2020
Arch Coal Inc ACI 7.250 0.995 6/15/2021
Arch Coal Inc ACI 7.250 0.500 10/1/2020
Arch Coal Inc ACI 8.000 4.825 1/15/2019
Arch Coal Inc ACI 8.000 5.030 1/15/2019
Armstrong Energy Inc ARMS 11.750 36.193 12/15/2019
Atlas Air 1998-1 Class B
Pass Through Trust AAWW 7.680 100.000 1/2/2016
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource
Finance Corp ARP 7.750 19.938 1/15/2021
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource
Finance Corp ARP 9.250 20.563 8/15/2021
Avaya Inc AVYA 10.500 33.500 3/1/2021
Avaya Inc AVYA 10.500 34.000 3/1/2021
BPZ Resources Inc BPZR 8.500 6.565 10/1/2017
BPZ Resources Inc BPZR 6.500 5.250 3/1/2015
BPZ Resources Inc BPZR 6.500 5.500 3/1/2049
Basic Energy Services Inc BAS 7.750 31.500 2/15/2019
Berry Petroleum Co LLC LINE 6.750 26.050 11/1/2020
Black Elk Energy Offshore
Operations LLC /
Black Elk Finance Corp BLELK 13.750 5.770 12/1/2015
Bon-Ton Department
Stores Inc/The BONT 10.625 70.250 7/15/2017
BreitBurn Energy
Partners LP /
BreitBurn Finance Corp BBEP 8.625 22.400 10/15/2020
Caesars Entertainment
Operating Co Inc CZR 10.000 28.875 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 6.500 29.000 6/1/2016
Caesars Entertainment
Operating Co Inc CZR 12.750 32.000 4/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.000 28.250 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.750 43.000 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 5.750 12.250 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.000 28.625 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.000 28.625 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.000 29.000 12/15/2018
Chaparral Energy Inc CHAPAR 9.875 25.250 10/1/2020
Chaparral Energy Inc CHAPAR 8.250 24.239 9/1/2021
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Checkers Drive-In
Restaurants Inc CHKR 11.000 105.250 12/1/2017
Checkers Drive-In
Restaurants Inc CHKR 11.000 105.500 12/1/2017
Chesapeake Energy Corp CHK 6.500 50.000 8/15/2017
Chesapeake Energy Corp CHK 6.125 28.860 2/15/2021
Chesapeake Energy Corp CHK 7.250 40.795 12/15/2018
Chesapeake Energy Corp CHK 3.571 28.000 4/15/2019
Chesapeake Energy Corp CHK 2.500 55.000 5/15/2037
Chesapeake Energy Corp CHK 6.875 33.000 11/15/2020
Chesapeake Energy Corp CHK 2.250 33.500 12/15/2038
Chesapeake Energy Corp CHK 2.500 48.500 5/15/2037
Claire's Stores Inc CLE 7.750 14.875 6/1/2020
Claire's Stores Inc CLE 8.875 24.863 3/15/2019
Claire's Stores Inc CLE 10.500 57.313 6/1/2017
Claire's Stores Inc CLE 7.750 17.500 6/1/2020
Cliffs Natural
Resources Inc CLF 5.950 27.989 1/15/2018
Cliffs Natural
Resources Inc CLF 5.900 18.160 3/15/2020
Cliffs Natural
Resources Inc CLF 4.875 16.836 4/1/2021
Cliffs Natural
Resources Inc CLF 4.800 16.875 10/1/2020
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.750 4.280 11/15/2017
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.750 1.103 11/15/2017
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.750 1.103 11/15/2017
Community Choice
Financial Inc CCFI 10.750 23.500 5/1/2019
Comstock Resources Inc CRK 7.750 17.685 4/1/2019
Comstock Resources Inc CRK 9.500 16.500 6/15/2020
Constellation
Enterprises LLC CONENT 10.625 63.250 2/1/2016
Constellation
Enterprises LLC CONENT 10.625 63.125 2/1/2016
Cumulus Media Holdings Inc CMLS 7.750 33.750 5/1/2019
EPL Oil & Gas Inc EXXI 8.250 28.280 2/15/2018
EXCO Resources Inc XCO 7.500 27.320 9/15/2018
EXCO Resources Inc XCO 8.500 21.710 4/15/2022
Eagle Rock Energy Partners
LP / Eagle Rock Energy
Finance Corp EROC 8.375 28.177 6/1/2019
Emerald Oil Inc EOX 2.000 35.500 4/1/2019
Endeavour
International Corp END 12.000 6.000 3/1/2018
Endeavour
International Corp END 12.000 1.018 3/1/2018
Endeavour
International Corp END 12.000 1.018 3/1/2018
Energy & Exploration
Partners Inc ENEXPR 8.000 4.467 7/1/2019
Energy & Exploration
Partners Inc ENEXPR 8.000 4.467 7/1/2019
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future
Holdings Corp TXU 9.750 36.000 10/15/2019
Energy Future
Intermediate Holding
Co LLC / EFIH Finance TXU 10.000 3.250 12/1/2020
Energy Future
Intermediate Holding
Co LLC / EFIH Finance TXU 10.000 3.125 12/1/2020
Energy Future
Intermediate Holding
Co LLC / EFIH Finance TXU 6.875 2.776 8/15/2017
Energy XXI Gulf Coast Inc EXXI 9.250 29.250 12/15/2017
Energy XXI Gulf Coast Inc EXXI 7.750 16.000 6/15/2019
Energy XXI Gulf Coast Inc EXXI 7.500 10.875 12/15/2021
Energy XXI Gulf Coast Inc EXXI 6.875 12.500 3/15/2024
FBOP Corp FBOPCP 10.000 1.843 1/15/2009
FairPoint Communications
Inc/Old FRP 13.125 1.879 4/2/2018
Federal Home Loan Banks FHLB 1.300 100.000 10/5/2018
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
Forbes Energy Services Ltd FES 9.000 42.500 6/15/2019
GT Advanced
Technologies Inc GTAT 3.000 0.303 12/15/2020
Gastar Exploration Inc GST 8.625 54.600 5/15/2018
Genworth Holdings Inc GNW 8.625 104.688 12/15/2016
Getty Images Inc GYI 7.000 36.000 10/15/2020
Getty Images Inc GYI 7.000 31.200 10/15/2020
Goodman Networks Inc GOODNT 12.125 25.083 7/1/2018
Goodrich Petroleum Corp GDP 8.875 8.000 3/15/2019
Goodrich Petroleum Corp GDP 8.875 4.375 3/15/2018
Goodrich Petroleum Corp GDP 5.000 7.000 10/1/2032
Goodrich Petroleum Corp GDP 5.000 1.000 10/1/2029
Goodrich Petroleum Corp GDP 8.875 4.000 3/15/2018
Goodrich Petroleum Corp GDP 8.875 6.625 3/15/2019
Goodrich Petroleum Corp GDP 8.875 6.625 3/15/2019
Gymboree Corp/The GYMB 9.125 19.000 12/1/2018
Halcon Resources Corp HKUS 9.750 27.000 7/15/2020
Halcon Resources Corp HKUS 8.875 27.739 5/15/2021
Halcon Resources Corp HKUS 9.250 31.500 2/15/2022
Horsehead Holding Corp ZINC 3.800 20.000 7/1/2017
ION Geophysical Corp IO 8.125 55.000 5/15/2018
Interactive Network Inc /
FriendFinder Networks Inc FFNT 14.000 65.000 12/20/2018
James River Coal Co JRCC 7.875 1.570 4/1/2019
John Hancock Life
Insurance Co MFCCN 4.900 100.038 1/15/2016
K Hovnanian Enterprises Inc HOV 6.250 99.321 1/15/2016
Key Energy Services Inc KEG 6.750 26.005 3/1/2021
Las Vegas Monorail Co LASVMC 5.500 3.000 7/15/2019
Lehman Brothers Holdings Inc LEH 4.000 5.375 4/30/2009
Lehman Brothers Holdings Inc LEH 5.000 5.375 2/7/2009
Lehman Brothers Inc LEH 7.500 3.750 8/1/2026
Linn Energy LLC /
Linn Energy Finance Corp LINE 8.625 16.250 4/15/2020
Linn Energy LLC /
Linn Energy Finance Corp LINE 6.500 17.869 5/15/2019
Linn Energy LLC /
Linn Energy Finance Corp LINE 6.250 18.000 11/1/2019
Linn Energy LLC /
Linn Energy Finance Corp LINE 7.750 15.000 2/1/2021
Linn Energy LLC /
Linn Energy Finance Corp LINE 6.500 15.280 9/15/2021
Linn Energy LLC /
Linn Energy Finance Corp LINE 6.250 16.750 11/1/2019
Linn Energy LLC /
Linn Energy Finance Corp LINE 6.250 16.750 11/1/2019
Logan's Roadhouse Inc LGNS 10.750 24.675 10/15/2017
MF Global Holdings Ltd MF 6.250 22.500 8/8/2016
MF Global Holdings Ltd MF 3.375 22.000 8/1/2018
MModal Inc MODL 10.750 10.125 8/15/2020
Magnetation LLC /
Mag Finance Corp MAGNTN 11.000 6.000 5/15/2018
Magnetation LLC /
Mag Finance Corp MAGNTN 11.000 10.125 5/15/2018
Magnetation LLC /
Mag Finance Corp MAGNTN 11.000 10.125 5/15/2018
Magnum Hunter
Resources Corp MHRC 9.750 25.000 5/15/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 9.250 12.750 6/1/2021
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 13.882 10/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 12.875 10/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 12.875 10/1/2020
Modular Space Corp MODSPA 10.250 43.125 1/31/2019
Modular Space Corp MODSPA 10.250 58.500 1/31/2019
Molycorp Inc MCP 10.000 4.680 6/1/2020
Murray Energy Corp MURREN 11.250 18.750 4/15/2021
Murray Energy Corp MURREN 9.500 18.375 12/5/2020
Murray Energy Corp MURREN 11.250 24.250 4/15/2021
Murray Energy Corp MURREN 9.500 18.375 12/5/2020
Navient Corp NAVI 5.750 99.809 12/15/2017
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 15.750 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 16.250 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 23.500 5/15/2019
Nine West Holdings Inc JNY 6.125 8.000 11/15/2034
Nine West Holdings Inc JNY 6.875 12.516 3/15/2019
Noranda Aluminum
Acquisition Corp NOR 11.000 14.296 6/1/2019
Nuverra Environmental
Solutions Inc NES 9.875 32.875 4/15/2018
OMX Timber Finance
Investments II LLC OMX 5.540 12.050 1/29/2020
Peabody Energy Corp BTU 6.000 18.200 11/15/2018
Peabody Energy Corp BTU 6.500 14.241 9/15/2020
Peabody Energy Corp BTU 10.000 18.750 3/15/2022
Peabody Energy Corp BTU 4.750 5.000 12/15/2041
Peabody Energy Corp BTU 6.250 14.250 11/15/2021
Peabody Energy Corp BTU 7.875 12.000 11/1/2026
Peabody Energy Corp BTU 10.000 22.240 3/15/2022
Peabody Energy Corp BTU 6.000 19.250 11/15/2018
Peabody Energy Corp BTU 6.000 17.250 11/15/2018
Peabody Energy Corp BTU 6.250 14.000 11/15/2021
Peabody Energy Corp BTU 6.250 14.000 11/15/2021
Penn Virginia Corp PVA 8.500 16.074 5/1/2020
Penn Virginia Corp PVA 7.250 13.438 4/15/2019
Performance Drilling Co LLC PERDRI 6.000 17.000 9/30/2022
Permian Holdings Inc PRMIAN 10.500 39.000 1/15/2018
Permian Holdings Inc PRMIAN 10.500 38.625 1/15/2018
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.250 48.750 10/1/2018
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.250 54.500 10/1/2018
Quicksilver Resources Inc KWKA 9.125 3.000 8/15/2019
Quicksilver Resources Inc KWKA 11.000 6.750 7/1/2021
Quiksilver Inc /
QS Wholesale Inc ZQK 10.000 3.664 8/1/2020
RAIT Financial Trust RAS 7.000 93.000 4/1/2031
RS Legacy Corp RSH 6.750 0.225 5/15/2019
Rex Energy Corp REXX 8.875 29.000 12/1/2020
SUPERVALU Inc SVU 8.000 101.808 5/1/2016
Sabine Oil & Gas Corp SOGC 7.250 6.500 6/15/2019
Sabine Oil & Gas Corp SOGC 7.500 6.000 9/15/2020
Sabine Oil & Gas Corp SOGC 9.750 4.750 2/15/2017
Sabine Oil & Gas Corp SOGC 7.500 5.750 9/15/2020
Sabine Oil & Gas Corp SOGC 7.500 5.750 9/15/2020
SandRidge Energy Inc SD 8.750 33.250 6/1/2020
SandRidge Energy Inc SD 7.500 10.850 3/15/2021
SandRidge Energy Inc SD 8.125 10.600 10/15/2022
SandRidge Energy Inc SD 8.750 12.000 1/15/2020
SandRidge Energy Inc SD 7.500 9.167 2/15/2023
SandRidge Energy Inc SD 8.125 24.000 10/16/2022
SandRidge Energy Inc SD 7.500 10.250 2/16/2023
SandRidge Energy Inc SD 7.500 9.000 3/15/2021
SandRidge Energy Inc SD 7.500 9.000 3/15/2021
Sequa Corp SQA 7.000 32.000 12/15/2017
Sequa Corp SQA 7.000 31.625 12/15/2017
Seventy Seven Energy Inc SSE 6.500 15.970 7/15/2022
Seventy Seven Operating LLC SSE 6.625 34.150 11/15/2019
Speedy Cash Intermediate
Holdings Corp SPEEDY 10.750 52.000 5/15/2018
SquareTwo Financial Corp SQRTW 11.625 48.660 4/1/2017
Swift Energy Co SFY 7.875 7.920 3/1/2022
Swift Energy Co SFY 7.125 9.500 6/1/2017
Swift Energy Co SFY 8.875 5.520 1/15/2020
Syniverse Holdings Inc SVR 9.125 45.500 1/15/2019
TMST Inc THMR 8.000 15.250 5/15/2013
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 43.500 2/15/2018
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 44.000 2/15/2018
Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014
TetraLogic
Pharmaceuticals Corp TLOG 8.000 43.000 6/15/2019
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 10.250 6.750 11/1/2015
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 15.000 6.150 4/1/2021
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 11.500 33.250 10/1/2020
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 10.250 7.000 11/1/2015
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 11.500 32.000 10/1/2020
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 15.000 5.375 4/1/2021
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 10.500 5.375 11/1/2016
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 10.250 6.750 11/1/2015
Vanguard Natural
Resources LLC /
VNR Finance Corp VNR 7.875 30.068 4/1/2020
Venoco Inc VQ 8.875 15.350 2/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 8.000 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 18.500 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 2.902 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 8.750 0.273 2/1/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 13.000 1.350 8/1/2020
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 18.125 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 1.303 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 1.303 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 18.125 1/15/2019
W&T Offshore Inc WTI 8.500 33.266 6/15/2019
Walter Energy Inc WLTG 9.500 25.000 10/15/2019
Walter Energy Inc WLTG 9.500 25.125 10/15/2019
Walter Energy Inc WLTG 9.500 25.125 10/15/2019
Walter Energy Inc WLTG 9.500 26.900 10/15/2019
Warren Resources Inc WRES 9.000 14.625 8/1/2022
Warren Resources Inc WRES 9.000 14.625 8/1/2022
Warren Resources Inc WRES 9.000 14.625 8/1/2022
iHeartCommunications Inc IHRT 10.000 40.445 1/15/2018
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
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 2016. 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 ***