/raid1/www/Hosts/bankrupt/TCR_Public/160315.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, March 15, 2016, Vol. 20, No. 75
Headlines
AFFIRMATIVE INSURANCE: Judge Prefers Chapter 7 Over Dismissal
ALPHA NATURAL: Seeking $28-Mil. From Blankenship
ALPHA NATURAL: To Sell Assets, Reorganize Leftovers by June 30
ARCH COAL: Cancels Registration of Securities Under Thrift Plan
ATHEROTECH INC: Files for Chapter 7 Bankruptcy in Alabama
ATLANTIC CITY, NJ: Takeover Bill Passes State's Budget Committee
AUTHENTIDATE HOLDING: Net Loss Widens to $2 Mil. in Dec. 2015 Qtr
AXION INT'L: Unsecureds to Get 3% to 12% Under Liquidation Plan
BEAZER HOMES: S&P Assigns 'B+' Rating on $140MM 2nd-Lien Term Loan
BERNARD L. MADOFF: Trustee Says Funds Conceal Docs in $825M Suit
BODY ARMOR: Court Told Fiber Issues Not Hidden from Government
BONANZA CREEK: S&P Lowers CCR to 'CCC', Outlook Negative
BOOMERANG SYSTEMS: Court Confirms Ch. 11 Liquidation Plan
BRAND ENERGY: Bank Debt Trades at 7% Off
BULOVA TECHNOLOGIES: Substantial Losses Raise Going Concern Doubt
BUNKERS INTERNATIONAL: America's Bunkering Case Dismissed
BUNKERS INTERNATIONAL: Liquidating Plan Declared Effective
BUNKERS INTERNATIONAL: Morrison Valuation Hired as Accountant
BUNKERS INTERNATIONAL: Plan Agent Hires Latham Shuker as Counsel
BUNKERS INTERNATIONAL: Winderweedle Hired as Special Counsel
CENGAGE LEARNING: Bank Debt Trades at 3% Off
CEP REORGANIZATION: Seeks Approval of WARN Act Claims Compromise
CHESAPEAKE ENERGY: Weighing Sale of Assets in Okla. Stack Region
CINCINNATI TERRACE: Hires Scura Wigfield as Attorney
CIRRUS LOGIC: S&P Withdraws 'B+' Corporate Credit Rating
CONGREGATION BIRCHOS: Gets Stay Relief for SC Approval of Sale
DALLAS PROTON: Exit Plan to Pay Unsecureds in Full After 7 Months
EIDOS LLC: Hires Odin Feldman as Attorneys
ENERGY FUTURE: Creditors Battle Over $90M Del. Trust Interest Bid
ENERGY TRANSFER: Fitch Says Preferred Offering Enhances Liquidity
ENERGY TRANSFER: Slides After Court Ruling on Pipelines
ESH HOSPITALITY: Moody's Affirms B3 Rating on Notes After Add-On
EXTENDED STAY: S&P Affirms 'BB-' CCR, Outlook Stable
EXTREME PLASTICS: Says Citizens Bank Adequately Protected
FELD LIMITED: Hires David Donoian as Real Estate Broker
FLOUR CITY: Phoenix to Serve as Investment Banker for Asset Sale
FORTESCUE METALS: Bank Debt Trades at 18% Off
GASTAR EXPLORATION: S&P Lowers CCR to 'CCC-', Outlook Negative
GENERAL MOTORS: Jury Selection, 2nd Cir. Hearing This Week
GRAFTECH INT'L: S&P Lowers CCR to 'CCC+', Outlook Negative
GUESTLOGIX INC: Won't File Audited 2015 Financial Statements
GULFMARK OFFSHORE: S&P Lowers CCR to 'CCC', Outlook Negative
GULFPORT ENERGY: S&P Affirms 'B+' CCR, Outlook Stable
HAGGEN: Court to Consider Albertson's Sale Agreement on March 29
HUNTER WISE: Winston & Strawn Can't Dodge $107M Malpractice Suit
INEOS GROUP: Bank Debt Trades at 4% Off
INFORMATICA CORP: Bank Debt Trades at 4% Off
KINDRED HEALTHCARE: S&P Affirms 'B+' CCR, Outlook Stable
KNS INC.: Case Summary & 20 Largest Unsecured Creditors
LI3 ENERGY: Swings to $393,000 Net Loss in Dec. 2015 Quarter
LIBERTY TOWERS: Court Approves EisnerAmper as Accountants
LIFE PARTNERS: Fraud Cost to Linger for Decade, Trustee Says
LIFE PARTNERS: Trustee Reports Results of Business Conduct Probe
MAGNETATION LLC: Will Emerge from Bankruptcy by Middle of 2016
MAGNUM HUNTER: Affiliate & EQT Extend Contract, Settle Dispute
MAGNUM HUNTER: Seeks Approval for SEC Settlement
MAGNUM HUNTER: Settles Rift with Texas Gas Over Pipeline Deal
MAGNUM HUNTER: Settles SEC Dispute for $250,000
MAGNUM HUNTER: Wants Lease Decision Deadline Moved to July 12
MARK TECHNOLOGIES: Case Summary & 15 Unsecured Creditors
MEG ENERGY: Bank Debt Trades at 28% Off
METALDYNE CORP: Bank Debt Trades at 3% Off
MF GLOBAL: Bondholders, Underwriters Reach $29.8M Settlement
MF GLOBAL: Singapore Customers to be Repaid
MID-STATES SUPPLY: Creditors' Panel Taps Gardere Wynne as Counsel
MITEL NETWORKS: S&P Maintains 'B+' CCR on CreditWatch Negative
MOLYCORP INC: Oaktree to Get 92.5% Equity in Reorganized Debtor
MOLYCORP INC: PBGC Objects to Ch. 11 Plan's Third-Party Releases
MULTIPLAN INC: Bank Debt Trades at 2% Off
NEIMAN MARCUS: Bank Debt Trades at 15% Off
NEWBURY COMMON: UST Says Investors' Motions Should Meet FRBP 2019
NEWBURY COMMON: Webster Bank Wants Dismissal of SHA's Ch. 11 Case
NORANDA ALUMINUM: $165M DIP Loan, Sale Milestones Approved
NORANDA ALUMINUM: Gets Final Court Nod to Access DIP Financing
NORANDA ALUMINUM: Hotchkis No Longer Holds Equity Stake
NOVELIS: Bank Debt Trades at 7% Off
OASIS PETROLEUM: Moody's Lowers CFR to B3, Outlook Stable
PACIFIC GREEN: $0 Revenue, Deficit Raise Going Concern Doubt
PACIFIC PROPERTY: Former CEO Gets 14 Years for $169M Fraud
PARAGON OFFSHORE: Posts $23.3 Million Net Loss for 2015 4th Quarter
PARAGON OFFSHORE: Posts Net Loss of $23.3 Mil. in Fourth Quarter
PARALLEL ENERGY: Regulators Fight Bid for Structured Dismissal
PARS PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
PERPETUAL ENERGY: S&P Lowers Corporate Credit Rating to 'CCC+'
PHH CORP: Moody's Affirms Ba3 CFR & Changes Outlook to Negative
PREMIUM TRANSPORTATION: Case Summary & 30 Top Unsecured Creditors
PROFESSIONAL TRAINING CENTER: Marcia Dunn Named Chapter 7 Trustee
PROFESSIONAL TRAINING CENTER: Mattia College Files for Bankruptcy
PULSE NETWORK: Net Loss Widens to $1.18 Mil. in Dec. 2015 Quarter
QUICKSILVER RESOURCES: Midstream Defends Deal in White Hot Dispute
RDIO INC: Court Extends Plan Filing Exclusivity Through April 4
RELATIVITY MEDIA: Kevin Spacey Won't Be Chairman
RELATIVITY MEDIA: Raises $100-Mil. in New Funding for Ch. 11 Exit
REPUBLIC AIRWAYS: Seeks to Return Some Aircraft
ROCKY ASPEN: Case Summary & 20 Largest Unsecured Creditors
ROOSTER ENERGY: Enters Into First Amendment & Waiver on Sr. Notes
ROVI CORP: S&P Raises Rating on Sr. Sec. Term Loan B to 'BB'
RYCKMAN CREEK: Creditors' Panel Hires Greenberg Traurig as Counsel
RYCKMAN CREEK: Has $2M Bridge Loan; Final Hearing March 24
SABLE OPERATING: Interim Cash Order Extended by 30 Days
SAMUEL E. WYLY: Keeping Assets Away from Creditors, SEC Says
SAMUEL WYLY: Blasted by SEC Over Bid to Save Mansion
SCARBOROUGH & HARGETT: Case Summary & 6 Unsecured Creditors
SDI SOLUTIONS: Asks Court Approval of Cash Collateral Use
SDI SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
SDI SOLUTIONS: Has $17-Mil. Financing Agreement with PGV
SDI SOLUTIONS: Hires Donlin Recano as Claims and Noticing Agent
SDI SOLUTIONS: In Chapter 11 With Deal to Sell Assets to PGV
SDI SOLUTIONS: Proposes PGV-Led Auction on April 28
SDI SOLUTIONS: Seeks Joint Administration of Cases
SFX ENTERTAINMENT: $100M Financing Okayed Despite Court's Concerns
SFX ENTERTAINMENT: 341 Creditors' Meeting Continued to April 22
SFX ENTERTAINMENT: Extends $1 Mil. Loan to Totem Subsidiary
SFX ENTERTAINMENT: Hires Moelis as Investment Banker
SFX ENTERTAINMENT: Netherlands Unit's Credit Facility Increased
SFX ENTERTAINMENT: Taps Bayard as Litigation and Conflicts Counsel
SFX ENTERTAINMENT: Wants Consumer Privacy Ombudsman Named
SIGA TECHNOLOGIES: PharmAthene Provides Update on Litigation
SKYBRIDGE SPECTRUM: Case Summary & 20 Largest Unsecured Creditors
SKYBRIDGE SPECTRUM: Taps Sullivan Hazeltine as Counsel
SPORTS AUTHORITY: Bankruptcy Disrupts Sporting-Goods Industry
SPORTS AUTHORITY: Gets Approval to Start Liquidation Sales
STONE ENERGY: S&P Lowers CCR to 'CCC-', Outlook Negative
SUNEDISON INC: Makes $28.5M Deal in Latin American Power Fight
SUPERIOR ENERGY: S&P Lowers Corporate Credit Rating to 'BB'
TARGET CANADA: Settles Spat with Former Landlords
TGHI INC: March 18 Established as General Claims Bar Date
TITAN EQUITY: Case Summary & Unsecured Creditor
TRONOX INC: Bank Debt Trades at 12% Off
UNREIN & COMPANY: Case Summary & 11 Unsecured Creditors
VALEANT PHARMACEUTICALS: Bank Debt Trades at 7% Off
VARIANT HOLDING: Solicitation Period Extended to April 28
WASHINGTON MUTUAL: JPMorgan Beats Bondholder Suit Over Collapse
WELLFLEX ENERGY: Case Summary & 20 Largest Unsecured Creditors
WESTERN DIGITAL: S&P Assigns 'BB+' CCR, Outlook Stable
WHITTEN FOUNDATION: Altered Plan Cuts Unsecureds' Recovery to 10%
WHITTEN FOUNDATION: Bank Amends Plan After Price Cut to $11.2M
WILLIAMS COS: Slides After Court Ruling on Pipelines
XENONICS HOLDINGS: Files Chapter 7 Bankruptcy Petition
[*] Oil Boom Fueled by Junk Debt Faces Default Wave
[*] Sen. Cantwell Urges Banning Self-Bonding in Mining
[^] Large Companies with Insolvent Balance Sheet
*********
AFFIRMATIVE INSURANCE: Judge Prefers Chapter 7 Over Dismissal
-------------------------------------------------------------
The filing of a plan of liquidation days earlier failed to convince
a Delaware bankruptcy judge to let the debtors keep their Chapter
11 cases.
Judge Christopher S. Sontchi said March 10 that Affirmative
Insurance Holdings and its debtor-affiliates will liquidate in
Chapter 7, thus granting a request for case conversion by the
official committee of unsecured creditors. In a separate order
that day, Judge Sontchi directed the Office of the United States
Trustee to appoint a Chapter 7 trustee to oversee the liquidation.
Judge Sontchi also denied a request by Anne Melissa Dowling, Acting
Director of Insurance, Illinois Department of Insurance, as the
Rehabilitator for Affirmative Insurance Company, to dismiss the
Debtors' cases "for reasons set for on the record at the hearing."
On March 8, the Debtors delivered to the Bankruptcy Court a
Combined Disclosure Statement and Chapter 11 Plan of Liquidation.
The Debtors also filed a separate motion:
-- seeking approval of the Combined Plan and Disclosure
Statement as containing adequate information for
solicitation purposes only;
-- establishing procedures for solicitation and tabulation
of votes to accept or reject the Plan;
-- approving the form of ballot and solicitation materials;
-- establishing a voting record date;
-- fixing the date, time and place for the confirmation
hearing and deadline for filing objections thereto; and
-- approving the related notice procedures.
The Plan provides for the proceeds from the Debtors' assets already
liquidated or to be liquidated over time to be distributed to
holders of Allowed Claims in accordance with the terms of the Plan
and the priority of claims provisions of the Bankruptcy Code. All
of the Debtors will be dissolved as soon as reasonably practicable
after the Effective Date.
As of the Petition Date, the Debtors had roughly $100 million of
long term debt outstanding, which consisted of:
$15 million of the Prepetition Loan from JCF AFFM Debt
Holdings L.P.;
$36 million of 2004 Subordinated Securities;
$30 million of 2005 Subordinated Securities; and
$20 million of Subordinated Notes.
A summary of the Debtors' assets and the estimated value of the
assets that may be available to Creditors:
Debtor Asset Estimated Value
------ --------------- -----
HoldCo DACA 1 Account $260,000
HoldCo DACA 2 Account $8,572,000
HoldCo JCF Distribution Cash $175,000
HoldCo Hallberg Settlement
Agreement $480,000
HoldCo Debtors' Professional
Retainers $400,000
ASI Other Cash $500
AISI Premium Accounts $580,000
Unknown Causes of Action Unknown
Estimated Estimated
Class Claim Allowed Claims Treatment Recovery
----- -------------- -------------- --------- ---------
1 Other Priority $10,000 Paid in Full 100%
2 Other Secured $16,500 Retention of 100%
All Rights
Unaltered
3 JCF Secured $9,312,000 Retention of 92%
All Rights in
DACA 2 Account
Unaltered,
Including,
Without
Limitation,
Any Lien on
DACA 2 Account
Release of All
Rights in
DACA 1 Account
and Hallberg
Litigation
4 General Unsecured $95,000,000 Pro Rata Share 2%
Against HoldCo of Distributions
from HoldCo's
Secondary
Distribution
Sources
5 General Unsecured $2,750,000 Pro Rata Share 0%
Against AMSI Distributions
from AMSI's
Secondary
Distribution
Sources
6 General Unsecured $2,500,000 Pro Rata Share 0%
Against ASI of Distributions
from ASI's
Secondary
Distribution
Sources
7 General Unsecured $0 Pro Rata Share 0%
Against AUSI of Distributions
from AUSI's
Secondary
Distribution
Sources
8 General Unsecured $4,500,000 Pro Rata Share 0%
against AISI of Distributions
from AISI's
Secondary
Distribution
Sources
9 General Unsecured $40,000 Pro Rata Share 0%
Against AGAI of Distributions
from AGAI's
Secondary
Distribution
Sources
10 General Unsecured $0 Pro Rata Share 0%
Against AIGI of Distributions
from AIGI's
Secondary
Distribution
Sources
11 General Unsecured $20,000,000 Pro Rata Share
Against ALLC of Distributions
from ALLC's
Secondary
Distribution
Sources
12 Equity Interests $1,000,000 No Distribution 0%
According to the Debtors, Holders of claims in Classes 1 and 2 are
unimpaired and are deemed to accept the Plan. Holders of claims in
Classes 3 to 11 are impaired and entitled to vote on the Plan.
Holders of Equity Interests in Class 12 are impaired and deemed to
reject the Plan.
The Debtors proposed a May 20, 2016 hearing on their Plan.
On March 11, the Court issued an Order in Aid of Conversion, (a)
naming Don Beskrone as Chapter 7 trustee and (b) setting deadlines
for the Debtors to turn over documents to the Chapter 7 Trustee,
and to file a schedule of unpaid debts and a final report; and for
professionals in the Chapter 11 cases to file requests for payment
of fees.
A copy of the Plan is available at
http://bankrupt.com/misc/AIHPlan.pdf
As reported by the Troubled Company Reporter, the Committee had
opposed a request by the Debtors to extend their exclusive periods
to file and solicit acceptances of a Chapter 11 plan, arguing that
the Debtors simply have not earned the continuing benefit of
exclusivity. The Commitee noted that plan negotiations have broken
down, and the Committee has not been invited to any further
discussions to reach a consensual resolution. The Committee
believes the Debtors are incapable of confirming a feasible plan
and the cases should be converted.
The TCR also reported that the Rehabilitator argued that dismissal
of the cases is the appropriate remedy because: (a) the Debtors
have no assets to reorganize or liquidate, except causes of action
that were already being pursued prepetition or can be brought and
pursued outside of bankruptcy post-dismissal; (b) the Debtors have
no ongoing business to preserve -- the Debtors' regulated insurance
subsidiaries are all under the control of state regulatory
agencies, and the agreement under which Debtors provided services
to those subsidiaries has been terminated; (c) the Debtors' only
employee is an officer who has no business to run and no employees
to supervise, and (d) administrative expenses of these estates
appear to have ballooned to $1.4 million in just over four months,
with no end in sight and no cash with which to pay them.
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.
On Oct. 30, 2015, the Office of the U.S. Trustee appointed five
creditors to the official committee of unsecured creditors. The
Committee consists of Alesco Preferred Funding X, Ltd., c/o ATP
Management LLC; Alesco Preferred Funding VI, Ltd., c/o Mead Park
Advisors LLC; Trapeza CDO IX, Ltd.; Trapeza Edge CDO, Ltd.; and The
Bank of New York Mellon Trust Co., N.A., as Indenture Trustee for
junior subordinated debt securities due March 15, 2035. The
Committee selected Kilpatrick Townsend & Stockton LLP as its
counsel, Potter Anderson & Corroon LLP as cocounsel, and FTI
Consulting, Inc. as its financial advisor.
Anne Melissa Dowling, Insurance of the State of Illinois Acting
Director, as the statutory and court-affirmed rehabilitator of
Affirmative Insurance Company, is represented by Saul Ewing LLP's
Mark Minuti, Esq.; and Faye B. Feinstein, Esq., and Christopher
Combest, Esq., at Quarles & Brady LLP.
ALPHA NATURAL: Seeking $28-Mil. From Blankenship
------------------------------------------------
Jef Feeley, writing for Bloomberg Brief, reported that ex-coal
baron Donald Blankenship, facing as long as a year in prison over
his conviction for flouting mine-safety rules, may take a bigger
hit if a judge makes him pay $28 million in restitution for
expenses tied to a fatal mine explosion six years ago.
According to the report, Alpha Natural Resources Inc. is asking a
federal judge in West Virginia to order Blankenship, former chief
executive of the company's Massey Energy unit, to compensate the
company for legal expenses and fines stemming from the 2010 Upper
Big Branch blast that killed 29 workers. Federal prosecutors are
backing the company's request and Blankenship is fighting it,
according to court filings, the report related.
Jurors in Charleston, West Virginia, convicted Blankenship in
December of a misdemeanor conspiracy charge of ignoring safety
standards in Massey mines, the report said.
About Alpha Natural Resources
Headquartered in Bristol, Virginia, 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. As of August 2015,
Alpha had 8,000 full time employees across many different states,
with UMWA representing 1,000 of the employees.
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 petitions were signed by Richard H. Verheij, executive vice
president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the cases.
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. Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP;
and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M.
Terry, Jr., Esq. at Sands Anderson PC, represent the Committee.
* * *
Alpha Natural Resources, Inc. on March 8 disclosed that it has
filed a proposed Chapter 11 Plan of Reorganization and a related
Disclosure Statement with the United States Bankruptcy Court for
the Eastern District of Virginia. Together with the
recently-filed
motion seeking approval of a marketing process for Alpha's core
operating assets, these filings provide for the sale of Alpha's
assets, detail a path toward the resolution of all creditor
claims,
and anticipate the emergence of a streamlined and sustainable
reorganized company able to satisfy its environmental obligations
on an ongoing basis. By selling certain assets as a going concern
and restructuring the company's remaining assets into a
reorganized
Alpha, the company is able to provide maximum recovery to its
creditors, while preserving jobs and putting itself in the best
position to meet its reclamation obligations. This path will
allow
for a conclusion of Alpha's bankruptcy proceedings by June 30,
2016.
ALPHA NATURAL: To Sell Assets, Reorganize Leftovers by June 30
--------------------------------------------------------------
Steven Church and Tim Loh, writing for Bloomberg Brief, reported
that Alpha Natural Resources Inc. will try to sell its best coal
mines and reorganize whatever is left to resolve its bankruptcy by
June 30.
According to the report, with the coal industry ravaged by its
worst downturn in decades, the assets could go to lenders for as
little as $500 million -- plus the assumption of liabilities -- a
fraction of their worth in 2011, when Alpha became the biggest U.S.
producer of steelmaking coal in a $7 billion takeover of Massey
Energy Co.
Alpha's bankruptcy is playing out as power plants are burning less
coal because of cheap natural gas and tougher environmental
standards, the report noted. Meanwhile, the metallurgical coal
used by steelmakers is at its cheapest in more than a decade amid a
global glut and slowing Chinese demand, the report said.
Under Alpha's proposal, lenders can swap debt for the assets, the
report related. The lenders have agreed to make an opening bid of
$500 million, the report said.
About Alpha Natural Resources
Headquartered in Bristol, Virginia, 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. As of August 2015,
Alpha had 8,000 full time employees across many different states,
with UMWA representing 1,000 of the employees.
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 petitions were signed by Richard H. Verheij, executive vice
president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the cases.
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. Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP;
and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M.
Terry, Jr., Esq. at Sands Anderson PC, represent the Committee.
ARCH COAL: Cancels Registration of Securities Under Thrift Plan
---------------------------------------------------------------
Arch Coal, Inc., filed with the Securities and Exchange Commission
a series of Post-Effective Amendments to its previously filed
Registration Statements on Form S-8.
Robert G. Jones, the Company's Senior Vice President - Law, General
Counsel and Secretary, explains that the Post-Effective Amendments
deregister certain shares of the Company's common stock, par value
$0.01 per share, and remaining unissued and other obligations and
interests, originally registered under these Registration
Statements on Form S-8:
-- Registration Statement on Form S-8 (No. 333-190861),
pertaining to the registration of 3,000,000 shares of
Common Stock, and an indeterminate amount of plan
interests, to be offered and sold pursuant to the Arch
Coal, Inc. and Subsidiaries Employee Thrift Plan, which
was filed with the Commission on August 28, 2013.
-- Registration Statement on Form S-8 (No. 333-156593),
pertaining to the registration of 1,000,000 shares of
Common Stock, and an indeterminate amount of plan
interests, to be offered and sold pursuant to the Thrift
Plan, which was filed with the Commission on January 6,
2009.
-- Registration Statement on Form S-8 (No. 333-32777),
pertaining to the registration of 500,000 shares of
Common Stock, and additional shares of Common Stock as
may be issuable pursuant to antidilution provisions, to
be offered and sold pursuant to the Thrift Plan, which
was filed with the Commission on August 4, 1997.
The Thrift Plan no longer offers Common Stock as an investment
option. "Accordingly, the Registrant hereby terminates the
effectiveness of the Registration Statements and, pursuant to the
undertakings contained in the Registration Statements to remove
from registration by means of a post-effective amendment any of the
securities that had been registered for issuance but remain unsold
at the termination of the offering, the Registrant hereby removes
from registration any remaining shares of Common Stock and all plan
interests that were registered for issuance pursuant to the
Registration Statements and that remain unsold as of the date
hereof. The Registration Statements are hereby amended, as
appropriate, to reflect the deregistration of such Common Stock and
plan interests," the Company says.
About Arch Coal
Founded in 1969, Arch Coal, Inc., is a producer and marketer of
coal in the United States, with operations and coal reserves in
each of the major coal-producing regions of the Country. As of
January 2016, it was the second-largest holder of coal reserves in
the United States, owning or controlling over five billion tons of
proven and probable reserves. As of the Petition Date, Arch
employed approximately 4,600 full- and part-time employees.
Arch Coal, Inc. and 71 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to
16-40191) on Jan. 11, 2016. The petition was signed by Robert G.
Jones as senior vice president-law, general counsel and secretary.
The Debtors disclosed total assets of $5.84 billion and total debts
of $6.45 billion. Judge Charles E. Rendlen III has been assigned
the case.
The Debtors have engaged Davis Polk & Wardwell LLP as counsel,
Bryan Cave LLP as local counsel, FTI Consulting, Inc. as
restructuring advisor, PJT Partners as investment banker, and
Prime Clerk LLC as notice, claims and solicitation agent
The Official Committee of Unsecured Creditors tapped Spencer Fane
LLP and Kramer Levin Naftalis & Frankel LLP as attorneys.
ATHEROTECH INC: Files for Chapter 7 Bankruptcy in Alabama
---------------------------------------------------------
Atherotech Inc. filed for Chapter 7 bankruptcy protection (Bankr.
N.D. Ala. Case No. 2:16-bk-00909) on March 4, 2016.
Atherotech Holdings, Inc. filed a separate Chapter 7 petition
(Bankr. N.D. Ala. Case No. 2:16-bk-00910) also on March 4.
A meeting of Atherotech's creditors under 11 U.S.C. Sec. 341(a) is
set for April 4 at 3:00 p.m. at Creditor Meeting Room in
Birmingham.
Alan Alexander, writing for Birmingham Business Journal, said
reported that the Company halted operations in February.
Atherotech's main asset is its VAP cholesterol test, which is
licensed out of the University of Alabama at Birmingham and can't
be sold, according to the report.
Atherotech listed less than $50,000 in assets and between $50,000
and $100 million in liabilities in its petition, the report said.
The Hon. Tamara O Mitchell presides over the case.
Lee Benton -- lbenton@bcattys.com -- of Benton & Centeno LLP,
serves as its bankruptcy counsel.
The Chapter 7 Trustee is:
Thomas E Reynolds
Reynolds Legal Solutions, LLC
300 Richard Arrington Jr. Blvd. N Suite 503
Birmingham, AL 35203
ATLANTIC CITY, NJ: Takeover Bill Passes State's Budget Committee
----------------------------------------------------------------
Brian Chappatta, writing for Bloomberg Brief, reported that a bill
that would give New Jersey more control over Atlantic City's
finances passed the state senate's budget and appropriations
committee, despite opposition from the mayor and other public
officials.
According to the report, nine of the 13 committee members voted to
pass the bill, which moves to the full senate for a vote. The
hearing, which included testimony from Atlantic City Mayor Don
Guardian and other public officials, came a day after Moody's
Investors Service warned the distressed casino hub may default as
soon as next month without action from the state legislature, the
report related.
"If we do nothing, bankruptcy looms" in the coming weeks, Kevin
O'Toole, one of the New Jersey senators who sponsored the bill,
told Bloomberg. "We have to take some action."
As previously reported by The Troubled Company Reporter, citing
Bloomberg Brief, reported in February that New Jersey lawmakers
plan to mount a renewed push for legislation aimed at stabilizing
Atlantic City's finances despite its rejection by Governor Chris
Christie, seeking to extend aid to the struggling gambling hub
that's rapidly running out of money.
According to the report, the measures seek to divert gaming funds
to the city and for a decade set up fixed payments from casinos
instead of property taxes, which would prevent the assessment
appeals that have dealt a blow to the government's revenue. If
approved, the bills could help steady a city that's at risk of
running out of cash in April, if not sooner, said state Senator
Jim
Whelan, a Democrat who represents Atlantic City.
He said legislators will also introduce a bill that would give the
state more control over its finances for five years, a plan
presented by Christie on Jan. 26, the report related. It would
give Atlantic City a year to generate cash from its water utility
before state officials step in to do so themselves, Whelan said,
the report cited.
* * *
The Troubled Company Reporter, on March 11, 2016, reported that
Moody's Investors Service has released a scenario analysis of
possible outcomes for Atlantic City, NJ (Caa1 review for downgrade)
as the New Jersey (A2 negative) legislature considers rescue
legislation and greater influence in placing it on the path to
fiscal recovery.
"Without drastic action, Atlantic City could face a default as
early as April or May. The city also owes $190 million to casinos
that successfully appealed their property taxes. Factoring in
these
liabilities, we project a budget deficit of $102 million in fiscal
2016, ending December 31," Josellyn Yousef, a Moody's VP -- Senior
Analyst says in "Atlantic City, NJ: Rescue Legislation Key to
Fiscal Recovery."
The TCR, on Feb. 3, 2016, reported that Moody's Investors Service
has placed the City of Atlantic City, NJ Caa1 GO rating under
review for possible downgrade. The review for downgrade will
consider the adequacy of proposed legislative budget solutions and
the likelihood of municipal debt restructuring with bondholder
impairment. Within the next two months, Moody's expects the state
legislature to develop a plan that will specify the powers to be
granted to the New Jersey Local Finance Board to implement budget
improvements and restructure municipal debt. The probability of
bondholder impairment is likely low if budget solutions are
adequate and/or state financial support is high, but could rise if
they are not, which would lead to a revision of the rating
downward. A specific indication that bondholders would be included
in adverse debt restructuring could also lead to a rating
downgrade. Beyond the rating review time horizon, outstanding tax
appeal refunds could pose a risk to bondholder security even if
adequate budget measures are achieved.
The TCR, on Feb. 1, 2016, reported that Standard & Poor's Ratings
Services has lowered its underlying rating on Atlantic City Board
of Education, N.J.'s existing general obligation (GO) bonds to
'BB-' from 'BBB-'. At the same time, S&P removed the rating from
CreditWatch negative. The outlook is negative.
At the same time, S&P affirmed its 'A' school program rating. The
outlook on the program rating is stable.
AUTHENTIDATE HOLDING: Net Loss Widens to $2 Mil. in Dec. 2015 Qtr
-----------------------------------------------------------------
Authentidate Holding Corp. reported wider net loss of $6,165,000
for the fiscal second quarter ended Dec. 31, 2015, from a net loss
of $2,088,000 for the same three-month period in 2014. The Company
said total revenues were down to $399,000 from $1,347,000 for the
same quarter in 2014.
At Dec. 31, 2015, the Company had total assets of $3,414,000
against total liabilities of $9,555,000 and shareholders' deficit
of $6,141,000.
"Our current operations and product development activities have
required substantial capital investment to date and we have been
largely dependent on our ability to sell additional shares of our
common stock or other equity and debt securities to obtain
financing to fund our operating deficits, product development
activities, business acquisitions, capital expenditures and
telehealth activities," the Company disclosed. "Since June 2015,
we have completed debt financing transactions resulting in total
proceeds of approximately $1.7 million and have extended the
maturity dates on approximately $1.8 million of our short-term debt
obligations. . . . We are using the proceeds from these
transactions for working capital and general corporate purposes,
including supporting the rollout of our telehealth products and
services."
The Company added, "our recurring operating losses and capital
needs, among other factors, raise substantial doubt about our
ability to continue as a going concern."
On January 27, 2016, the company completed its business combination
with Peachstate Health Management, LLC d/b/a AEON Clinical
Laboratories, whereby AEON became a wholly-owned subsidiary of the
company. "We believe that the business combination with AEON
creates a company focused on delivering innovative healthcare
solutions that achieve technology best practices in medicine and
raise the standard of healthcare," the Company said.
A copy of the Company's quarterly report is available at
http://1.usa.gov/1M1sbK9
Authentidate Holding Corp. and its subsidiaries provide secure
web-based revenue cycle management applications and telehealth
products and services to healthcare organizations. The web-based
services are delivered as Software as a Service (SaaS) to
customers.
AXION INT'L: Unsecureds to Get 3% to 12% Under Liquidation Plan
---------------------------------------------------------------
Axion International, Inc., filed with the U.S. Bankruptcy Court for
the District of Delaware a Joint Chapter 11 Plan of Liquidation and
accompanying disclosure statement, which propose to pay [3%-12%] to
holders of general unsecured claims.
The Plan, co-proposed by the Official Committee of Unsecured
Creditors, Allen Kronstadt and Plastic Ties, LLC, and the DIP
Lender, provides for the creation of a settlement trust that will
administer and liquidate all remaining property of the Debtors,
including the Settlement Trust Assets, Causes of Action, and any
Retained Assets, that are not otherwise sold, transferred, waived
or released on or before the Effective Date of the Plan. The Plan
also provides for Distributions to certain Holders of
Administrative Claims and Priority Claims and to other Claim
Holders and Interest Holders and the funding of the Settlement
Trust. The Plan further provides for the termination of all Equity
Interests in the Debtor, the dissolution and wind-up of the affairs
of the Debtors, and the transfer of any remaining Estate Assets to
the Settlement Trust. The Debtors will be dissolved under
applicable law as soon as practicable upon the closing of the
Chapter 11 Cases.
The Debtor proposes the following solicitation and confirmation
schedule:
Hearing on Solicitation Procedures
and Disclosure Statement: April 4, 2016
Date to Determine Record Holders of
Claims and Equity Interests: April 4, 2016
Deadline to Assert Administrative
Expense Claims: April 22, 2016
Deadline to File Claims for all entities
other than Governmental Units: April 29, 2016
Deadline to Submit Ballots: May 2, 2016
Deadline to Object to Plan Confirmation: May 2, 2016
Hearing on Plan Confirmation: May 9, 2016
Deadline to File Claims for Government
Entities only: June 2, 2016
Deadline to Submit Rejection Claims
arising from the entry of the
Confirmation Order: 21 days after
notice of the entry
of Confirmation
Order
Full-text copies of the Plan and Disclosure Statement dated March
7, 2016, are available at http://bankrupt.com/misc/AXIONds0307.pdf
The Debtors are represented by Scott Cousins, Esq., and Justin R.
Alberto, Esq., at Bayard, P.A., in Wilmington, Delaware.
Counsel to Allen Kronstadt and Plastic Ties, LLC:
John D. Demmy, Esq.
STEVENS & LEE, P.C.
919 N. Market Street, Suite 1300
Wilmington, DE 19801
Tel: (302) 654-5180
Fax: (302) 654-5181
Email: jdd@stevenslee.com
Co-Counsel for the Official Committee of Unsecured Creditors:
Sandra E. Mayerson, Esq.
LAW OFFICES OF SANDRA MAYERSON
136 E. 64th Street, Suite 11E
New York, NY 10065
Tel: (917) 446-6884
Fax: (212) 750-1906
E-mail: sandy@sandymayersonlaw.com
-- and --
Eric J. Monzo, Esq.
MORRIS JAMES LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801-1494
Tel: (302) 888-6800
Fax: (302) 571-1750
E-mail: emonzo@morrisjames.com
About Axion
Axion International, Inc., et al., manufacture, market and sell
structural products and building materials, with an emphasis on
railroad ties and construction mats. As of Dec. 2, 2015, Axion had
70 employees.
Axion International Holdings, Inc., is a publicly-traded company
(AXIH), organized under Colorado law, with executive offices
located in Zanesville, Ohio. As of the Petition Date, Holdings had
54,121,611 shares of common stock, par value $0.016 per share,
traded on the OTCC Bulletin Board.
Axion International, Inc., Axion International Holdings, Inc. and
Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-12415) on Dec. 2, 2015.
The petitions were signed by Donald W. Fallon, the CFO and
treasurer. Judge Christopher S. Sontchi has been assigned to the
cases.
The Debtors estimated both assets and liabilities in the range of
$10 million to $50 million.
The Debtors tapped Bayard, P.A., as counsel. Greenberg Traurig LLP
serves as special counsel. Epiq Bankruptcy Solutions, LLC serves
as the Debtors' claims and noticing agent.
The Official Committee of Unsecured Creditors is represented by
Eric J. Monzo, Esq., at Morris James LLP and Sandra E. Mayerson,
Esquire., at the Law Offices of Sandra Mayerson.
BEAZER HOMES: S&P Assigns 'B+' Rating on $140MM 2nd-Lien Term Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issue-level rating (two notches above the 'B-' corporate credit
rating) to Atlanta-based homebuilder Beazer Homes USA Inc.'s
proposed $140 million second-lien term loan. The recovery rating
is '1', indicating S&P's expectation of very high (90% to 100%)
recovery in the event of payment default. At the same time, S&P
raised the issue-level rating on the company's $300 million senior
secured notes due 2018 to 'B+' from 'B' and revised the recovery
rating on the notes to '1' from '2.'
In addition, S&P raised the issue-level rating on the company's
senior unsecured notes to 'CCC+' from 'CCC.' S&P also revised the
recovery rating on the unsecured notes to '5' from '6,' indicating
S&P's expectation of modest (10% to 30%, lower end of range)
recovery in the event of payment default.
The company will use the proceeds of its proposed term loan to
refinance existing debt.
S&P's corporate credit rating on Beazer reflects S&P's view of the
company's business risk as vulnerable, driven largely by S&P's view
of the sector's cyclical nature and the company's relatively small
platform compared to most public homebuilding peers. S&P assess
the company's financial risk as highly leveraged, because debt to
EBITDA was about 9.5x as of Dec. 31, 2015.
RECOVERY ANALYSIS
KEY ANALYTICAL FACTORS
-- S&P assigned its 'B+' issue-level rating (two notches higher
than the 'B-' corporate credit rating) to Beazer Homes' $140
million second-lien term loan. The recovery rating is '1',
indicating S&P's expectation of very high (90% to 100%)
recovery in the event of payment default. At the same time,
S&P raised the issue-level ratings on the company's $300
million senior secured notes due 2018 to 'B+' from 'B' and
revised the recovery rating to '1' from '2.'
-- In addition, S&P raised the issue-level rating on the
company's senior unsecured notes to 'CCC+' from 'CCC' (one
notch lower than the corporate credit rating). The recovery
rating on the unsecured notes is being revised to '5' from
'6.' The '5' recovery rating indicates S&P's expectation of
modest (10% to 30%, lower end of range) recovery in the
event of payment default.
-- The rating changes resulted from a reassessment of S&P's
recovery assumptions in conjunction with the new debt
issuance.
-- S&P estimates a gross recovery value of $830 million, which
assumes a blended 51% discount to the assumed $1.7 billion
in book value of inventory.
SIMULATED DEFAULT AND VALUATION ASSUMPTIONS
S&P's simulated default scenario contemplates a payment default in
2018. Under this scenario, a U.S. economic recession adversely
affects the volume of new home sales and drives average selling
prices back to trough levels, at which point liquidity is
constrained and the company cannot meet its fixed-charge
obligations.
SIMPLIFIED WATERFALL
-- Gross recovery value: $830 million
-- Property level costs (5%): $42 million
-- Administrative costs (5%): $42 million
-- Net recovery value: $746 million
-- Priority claims : $21 million*
--------------------------------------------------------
-- Collateral available to secured claims: $725 million
-- Secured claims: $550 million*
-- Recovery expectations: 90% to 100%
-- Collateral available to unsecured creditors: $174 million
-- Senior unsecured debt claims: $995 million*
-- Recovery expectations: 10% to 30% (lower half of the
range)
*Includes six months of accrued but unpaid interest.
Ratings List
Beazer Homes USA Inc.
Corporate Credit Rating B-/Stable/--
New Rating
Beazer Homes USA Inc.
$140 mil 2nd-lien term loan B+
Recovery Rating 1
Upgraded; Recovery Rating Revised
To From
Beazer Homes USA Inc.
Senior Secured B+ B
Recovery Rating 1 2H
Senior Unsecured CCC+ CCC
Recovery Rating 5L 6
BERNARD L. MADOFF: Trustee Says Funds Conceal Docs in $825M Suit
----------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that the trustee
overseeing the liquidation of Bernie Madoff's securities firm said
on March 3, 2016, in New York bankruptcy court that feeder fund
Kingate Global Fund is withholding hundreds of thousands of
documents sought in an $825 million clawback suit, and will seek
sanctions against the fund if the information is not turned over.
Irving H. Picard, the trustee overseeing the liquidation of Bernard
L. Madoff Investment Securities LLC, filed a motion to prod Kingate
and related entities to comply with discovery orders. The trustee
has filed a complaint seeking to recover proceeds that Kingate and
Kingate Euro Fund Ltd. obtained through dealings with BLMIS.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities
Investor Protection Act of 1970. The District Court's Protective
Order (i) appointed Irving H. Picard, Esq., as trustee for the
liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his
counsel, and (iii) removed the SIPA Liquidation proceeding to the
Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims
agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later
transferred to Manhattan. In June 2009, Judge Lifland approved
the consolidation of the Madoff SIPA proceedings and the
bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of December
2015, the SIPA Trustee has recovered more than $10.91 billion and
has distributed approximately $9.16 billion, including $833
million in committed advances from the Securities Investor
Protection Corporation (SIPC).
BODY ARMOR: Court Told Fiber Issues Not Hidden from Government
--------------------------------------------------------------
Bryan Koenig at Bankruptcy Law360 reported that a materials
supplier for a now-defunct bulletproof vest manufacturer blasted
the government's efforts on March 4, 2016, to revive some D.C.
federal court False Claims Act allegations that the company hid
durability issues with the armor, arguing it had no responsibility
to disclose information the government already had. If anything,
the September decision cutting out claims for body armor the
government bought from Second Chance Body Armor Inc. before 2002
should be expanded, Toyobo Co. Ltd. said in a brief, arguing the
U.S. General Services Administration should have known as early as
July 2001 there were degradation issues with its Kevlar
alternative, Zylon, because Toyobo disclosed that information.
The government is represented in the two instant suits by Alicia J.
Bentley, Michael J. Friedman, Jennifer L. Chorpening, Jeehae
Jennifer Koh, Keith V. Morgan and A. Thomas Morris of the U.S.
Department of Justice.
Toyobo is represented by Konrad L. Cailteux, Diane P. Sullivan, Jed
P. Winer and Christopher D. Barraza of Weil Gotshal & Manges LLP.
The cases are U.S. ex rel. Westrick v. Second Chance Body Armor
Inc. et al., case number 1:04-cv-00280, and U.S. v. Toyobo Co. Ltd.
et al., case number 1:07-cv-01144, in the U.S. District Court for
the District of Columbia.
About Second Chance Body Armor
Based in Central Lake, Michigan, Second Chance Body Armor, Inc.
-- http://www.secondchance.com/-- was a leading producer of
bullet-resistant products, including concealable body armor.
Second Chance sold the vests to various individuals and entities,
including many law-enforcement officers and agencies. Second
Chance filed a voluntary chapter 11 petition (Bankr. W.D. Mich.
Case No. 04-12515) on Oct. 17, 2004, after recalling more than
130,000 vests made wholly of Zylon(R), but it did not recall vests
made of Zylon blended with other protective fibers. When the
Debtor filed for protection from its creditors, it estimated
assets and liabilities of $10 million to $50 million.
Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP, represented
the Debtor. Daniel F. Gosch, Esq., at Dickinson Wright PLLC,
represented the Official Committee of Unsecured Creditors.
The case was converted to chapter 7 on Nov. 22, 2005, and James W.
Boyd was appointed as the Chapter 7 Trustee. Cody H. Knight,
Esq., in Kalamazoo, Michigan, represents the Chapter 7 Trustee.
Following conversion, the Debtor has been renamed SCBA Liquidation
Inc.
BONANZA CREEK: S&P Lowers CCR to 'CCC', Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S.-based oil and gas exploration and production company
Bonanza Creek Energy Inc. to 'CCC' from 'B-'. The outlook is
negative.
At the same time, S&P lowered its issue-level rating on the
company's senior unsecured debt to 'CC' from 'CCC'. The recovery
rating is '6', indicating S&P's expectation for negligible (0% to
10%) recovery in the event of a payment default.
"The downgrade follows Bonanza Creek's announcement that it has
drawn down the maximum amount available on its revolving credit
facility," said Standard & Poor's credit analyst Danny Krauss.
The rating reflects S&P's view that the company could announce a
debt exchange below par, or that its liquidity position could
significantly be reduced at the upcoming spring or fall 2016
redetermination. S&P expects that the company will continue to
pursue a potential sale of its Mid-Continent and Rocky Mountain
infrastructure assets in an effort to supplement its liquidity
position.
The negative outlook reflects S&P's expectation that Bonanza Creek
Energy Inc.'s debt leverage will increase significantly in 2016,
given the current depressed commodity price environment and with
only a modest amount of expected 2016 production hedged.
Specifically, S&P expects weighted-average debt to EBITDA to remain
above 8x, which S&P would view as unsustainable. Additionally, S&P
expects that the company's borrowing base could be moderately
lowered at the upcoming spring and fall 2016 redeterminations,
pressuring the company's liquidity position.
S&P could consider a lower rating over the next few quarters should
liquidity deteriorate significantly more than S&P's expectations at
the upcoming spring or fall redeterminations, such that S&P
considers revising the company's liquidity assessment to weak. S&P
could also lower the ratings if the company announces a capital
restructuring or enters into debt exchanges, given the current
market value of its unsecured notes, which S&P could view as
distressed exchanges. S&P would also lower the ratings if the
company were to trip covenants or, against S&P's current
expectations, does not make its upcoming April interest payment.
S&P could revise the outlook to stable if the company is able to
boost its liquidity position through potential asset sales. S&P
could also consider an outlook revision if it believes the
potential for the company to complete debt repurchases below par
becomes remote.
BOOMERANG SYSTEMS: Court Confirms Ch. 11 Liquidation Plan
---------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware on March 9, 2016, issued an order confirming the First
Amended Joint Combined Plan of Liquidation filed by Boomerang
Systems, Inc., et al., and approving the accompanying disclosure
statement as containing adequate information.
The Plan proposes recovery of 1% to 10% for Class 4 - General
Unsecured Claims. Allowed General Unsecured Claims are estimated
to total $5,604,626. Holders of Class 5 - Customer Claims will
also recover 1-10% of their allowed claims, which is estimated to
total $17,185,135.
This Plan is premised upon, and incorporates, (i) the PrePetition
Lender/Committee Settlement, a proposed settlement by and between
the Committee and the LSA Lenders, and (ii) the sale of
substantially all the Debtors' Sale Assets. The fundamental terms
of the PrePepetition Lender Settlement provides for the allocation
of proceeds received from the Sale process and from the Liquidating
Trustee's administration of certain litigation assets. This
allocation is intended to ensure that unsecured creditors will
benefit from the efforts of the Committee and the Liquidating
Trustee in administering and liquidating the Debtors' assets and
litigation rights.
The Confirmation Order provides that the Escrow Agent, as defined
in the Escrow Agreement by and among the Debtors, Sullivan
Hazeltine Allinson LLC, and Game Over Technology Investors LLC, is
authorized to release the escrowed funds to the Debtors.
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.
The U.S. Trustee has appointed three members to the Official
Committee of Unsecured Creditors. The Creditors' Committee tapped
A. M. Saccullo Legal, LLC as attorneys.
* * *
Boomerang Systems Inc. and the Creditors Committee on Jan. 20,
2016, filed a Combined Disclosure Statement and Plan of
Liquidation. The Debtors also filed a motion to sell
substantially
all assets at an auction slated for March 23, 2016. The Debtors
are in negotiations for Game Over Technologies, Inc., to serve as
stalking horse bidder at the auction.
BRAND ENERGY: Bank Debt Trades at 7% Off
----------------------------------------
Participations in a syndicated loan under which Brand Energy &
Infrastructure Services is a borrower traded in the secondary
market at 93.35 cents-on-the-dollar during the week ended Friday,
March 4, 2016, according to data compiled by LSTA/Thomson Reuters
MTM Pricing. This represents an increase of 1.52 percentage points
from the previous week. Brand Energy pays 375 basis points above
LIBOR to borrow under the $1.225 billion facility. The bank loan
matures on Nov. 12, 2020 and carries Moody's B1 rating and Standard
& Poor's B rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended March 4.
BULOVA TECHNOLOGIES: Substantial Losses Raise Going Concern Doubt
-----------------------------------------------------------------
Bulova Technologies Group, Inc., disclosed in a regulatory filing
with the Securities and Exchange Commission that the Company has
sustained substantial losses, and has minimal assets, and that
these factors, among others, indicate that the Company may not be
able to continue as a going concern for a reasonable period of
time.
"The Company's existence is dependent upon management's ability to
develop profitable operations and resolve its liquidity problems,"
Bulova said.
Bulova turned to a net loss of $2,399,024 for the fiscal first
quarter ended Dec. 31, 2015, from a net loss of $1,010,855 for the
same period in 2014. Revenues decreased to $413,269 from $474,906
during the same period in 2014.
A copy of the Company's Form 10-Q Report for the quarterly period
ended December 31, 2015, is available at http://1.usa.gov/1M1szIt
The Company noted that its independent auditors resigned on July 6,
2015. The reports of DKM Certified Public Accountants on the
Company's financial statements for the past two fiscal years did
not contain an adverse opinion or a disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope, or
accounting principles, except that substantial doubt was raised as
to the Company's ability to continue as a going concern.
On December 22, 2015, the Company received a letter from the
Securities and Exchange Commission relative to a suspension of DKM
Certified Public Accountants' privilege of appearing or practicing
before the Commission, which suspension was unrelated to DKM
Certified Public Accountants' work with the Company. As a
consequence of this suspension, the Commission has stated that the
Company may not include audit reports or consents from DKM
Certified Public Accountants in our filings with the Commission on
or after the date of suspension. As a result, the Company is
required, and has since engaged our new auditor to re-audit the
prior year's consolidated financial statements for the year ended
September 30, 2014.
As set forth in a Form 8-K filed on July 6, 2015, the Company has
engaged a new auditor, but as a consequence of the SEC requirement
to have the prior year audit redone, the Company has not been able
to have the auditor complete the audit of the financial statements
for both years ended September 30, 2015 and 2014 in a timely
manner, and consequently this delay has prohibited the timely
filing of this Form 10Q for the three months ended December 31,
2015.
When the audits are complete, and the corresponding amended Form
10K/A for the years ended September 30, 2015 and 2014 have been
filed, the Company will file an amendment to this Form 10Q which
will include the required certifications of the Company's Principal
Executive Officer and Principal Financial and Accounting Officer as
required by Sections 302 and 906 of the Sarbanes-Oxley Act.
At Dec. 31, 2015, the Company had total assets of $1,479,349
against total liabilities of $23,224,402 and total shareholders'
deficit of $21,745,053.
From January 1, 2009, Bulova Technologies Group, Inc. operated in
multiple business segments. Government Contracting was focused on
the production and procurement of military articles for the US
Government and other Allied Governments throughout the world, and
was accounted for through two of the Company's wholly owned
subsidiaries, Bulova Technologies Ordnance Systems LLC, and Bulova
Technologies (Europe) LLC. In October 2012, this segment was
discontinued through the sale of substantially all of the assets of
Bulova Technologies Ordnance Systems LLC, with any remaining assets
and liabilities associated with that operation being segregated and
reported as a discontinued operation. Contract Manufacturing
included the production of cable assemblies and circuit boards
accounted for through BT Manufacturing Company LLC, a wholly owned
subsidiary that was discontinued and disposed of in March 2011.
More recently, the Company engaged in Commercial Sales that have
included the brokering of Eastern European small caliber ammunition
to large U.S. customers on a wholesale basis and to small retail
customers in the U.S. accounted for through Bulova Technologies
(Europe) LLC, and the sale of high precision industrial machine
tools through a distributor network accounted for through Bulova
Technologies Machinery LLC.
The Company has begun to evaluate the incubation and marketing of
innovative technology products for which it believes it can lend
value because of its highly recognizable name brand and extensive
marketing experience.
BUNKERS INTERNATIONAL: America's Bunkering Case Dismissed
---------------------------------------------------------
America's Bunkering, LLC, a debtor-affiliate of Bunkers
International Corp., et al., on March 8, 2016, obtained from the
U.S. Bankruptcy Court for the Middle District of Florida an order
granting dismissal its Chapter 11 case, Case No. 15-7400. The
Debtor is required to promptly remit to the United States Trustee
any outstanding quarterly fees. In seeking dismissal, America's
Bunkering explained that it is merely a holding company for Dolphin
Marine Fuels, LLC, and Atlantic Gulf Bunkering, LLC, and has no
assets and no causes of action to pursue.
About Bunkers International Corp.
Based in Lake Mary, Florida, Bunkers International trades and
provides fuel for ships at sea. It provides physical supply,
trading, and brokering services from a number of global locating
including those in the U.S., Singapore, Greece, and the United
Kingdom, and says it is the largest marine fuel supplier in
Colombia through its BunkersOil Colombia joint venture with
Vanoil, S.A. The Company started in Colombia in 1995.
Related entities Atlantic Gulf Bunkering, LLC, and Dolphin Marine
Fuels, LLC provides marine fuel supply services in the Atlantic
Gulf Coast area from Mobile, Alabama, and for the ports of Long
Beach and Los Angeles, California, respectively.
Bunkers International and the two affiliates sought Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Proposed Lead Case No.
15-07397) on Aug. 28, 2015. The petitions were signed by John T.
Canal, the president/CEO.
Bunkers estimated assets of $10 million to $50 million and
liabilities of at least $10 million.
The Debtors tapped R. Scott Shuker, Esq., and Mariane L. Dorris,
Esq., at Latham, Shuker, Eden & Beaudine, LLP, as attorneys. The
Official Committee of Unsecured Creditors retained John Hutton,
Esq., at Greenberg Traurig, PA, as counsel.
* * *
Following a hearing on Jan. 28, 2016, Judge Cynthia C. Jackson on
Feb. 9 confirmed the Debtors' Joint Plan of Liquidation, as
modified, and approved the Disclosure Statement.
The Plan Confirmation Order designated Robert Morrison as the
Liquidating Agent. The Liquidating Agent filed an omnibus
application to employ (i) R. Scott Shuker and the law firm of
Latham, Shuker, Eden & Beaudine, LLP, as general counsel; (ii)
Robert Major and Bradley Saxton and the law firm of Winderweedle,
Haines, Ward & Woodman, P.A., as special counsel; and (iii)
Morrison Valuation and Forensic Services, LLC, as his accountant in
the Chapter 11 cases.
A status conference in the case is scheduled for Thursday, July 7,
2016 at 2:00 p.m.
BUNKERS INTERNATIONAL: Liquidating Plan Declared Effective
----------------------------------------------------------
Bunkers International Corp., Atlantic Gulf Bunkering, LLC, and
Dolphin Marine Fuels, LLC, announced that their confirmed Plan of
Liquidation, filed on December 23, 2015, as modified at the
confirmation hearing on Feb. 9, 2016, became effective Feb. 24,
2016.
Bunkers International Corp. and its debtor-affiliates submitted a
Chapter 11 Plan that proposes to liquidate the Debtors' assets in a
manner designed to maximize recoveries to all creditors. Under the
Plan, unsecured creditors will be entitled to share, pro rata, in
all Extraordinary Income. "Extraordinary Income" will mean, as to
each liquidator debtor, all income of a respective Liquidating
Debtor received after the Petition Date, including any funds
recovered from causes of action. All equity interests in the
Debtors will be extinguished.
Attorneys for the Liquidating Agent:
R. Scott Shuker
LATHAM, SHUKER, EDEN & BEAUDINE, LLP
111 N. Magnolia Avenue, Suite 1400
Orlando, FL 32801
Tel: 407-481-5800
Fax: 407-481-5801
E-mail: rshuker@lseblaw.com
bknotice@lseblaw.com
About Bunkers International Corp.
Based in Lake Mary, Florida, Bunkers International trades and
provides fuel for ships at sea. It provides physical supply,
trading, and brokering services from a number of global locating
including those in the U.S., Singapore, Greece, and the United
Kingdom, and says it is the largest marine fuel supplier in
Colombia through its BunkersOil Colombia joint venture with
Vanoil, S.A. The Company started in Colombia in 1995.
Related entities Atlantic Gulf Bunkering, LLC, and Dolphin Marine
Fuels, LLC provides marine fuel supply services in the Atlantic
Gulf Coast area from Mobile, Alabama, and for the ports of Long
Beach and Los Angeles, California, respectively.
Bunkers International and the two affiliates sought Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Proposed Lead Case No.
15-07397) on Aug. 28, 2015. The petitions were signed by John T.
Canal, the president/CEO.
Bunkers estimated assets of $10 million to $50 million and
liabilities of at least $10 million.
The Debtors tapped R. Scott Shuker, Esq., and Mariane L. Dorris,
Esq., at Latham, Shuker, Eden & Beaudine, LLP, as attorneys. The
Official Committee of Unsecured Creditors retained John Hutton,
Esq., at Greenberg Traurig, PA, as counsel.
* * *
Following a hearing on Jan. 28, 2016, Judge Cynthia C. Jackson on
Feb. 9 confirmed the Debtors' Joint Plan of Liquidation, as
modified, and approved the Disclosure Statement.
The Plan Confirmation Order designated Robert Morrison as the
Liquidating Agent. The Liquidating Agent filed an omnibus
application to employ (i) R. Scott Shuker and the law firm of
Latham, Shuker, Eden & Beaudine, LLP, as general counsel; (ii)
Robert Major and Bradley Saxton and the law firm of Winderweedle,
Haines, Ward & Woodman, P.A., as special counsel; and (iii)
Morrison Valuation and Forensic Services, LLC, as his accountant in
the Chapter 11 cases.
A status conference in the case is scheduled for Thursday, July 7,
2016 at 2:00 p.m.
BUNKERS INTERNATIONAL: Morrison Valuation Hired as Accountant
-------------------------------------------------------------
Robert Morrison, the liquidating agent for under the Confirmed
Chapter 11 Plan of Bunkers International Corp., et al., filed an
application to employ Morrison Valuation and Forensic Services,
LLC, as his accountant in the Chapter 11 cases.
The Liquidating Agent desires to employ MVFS to assist the
Liquidating Agent and the Liquidating Debtors with general and
forensic accounting in the case because:
(a) MVFS has extensive experience in providing foresinc account
services similar in nature to that needed by the Liquidating Agent
and the Liquidating Debtors, including account and other general
ledger assistance and forensic accounting investigative services;
(b) MVFS has not previously provided services to the Debtors or
any creditor or party-in-interest in the cases; and
(c) MVFS will be able to efficiently cost-effectively render
services necessary in the case.
Services will be billed at the standard hourly rates of the
respective accountants of MVFS, which rates range from $250 to$350
and are subject to periodic adjustment to reflect economic and
other considerations.
Paul M. Dumm, a director at MVFS, attests that MVFS represents no
interest adverse to the Liquidating Agent or the Liquidating
Debtors and is disinterested.
The firm can be reached at:
MORRISON VALUATION AND FORENSIC SERVICES, LLC
Paul M. Dumm
934 N. Magnolia Ave., Suite 199
Orlando, FL 32803
Tel: (407) 770-1280
E-mail: paul.dumm@MorrisonVFS.com
About Bunkers International Corp.
Based in Lake Mary, Florida, Bunkers International trades and
provides fuel for ships at sea. It provides physical supply,
trading, and brokering services from a number of global locating
including those in the U.S., Singapore, Greece, and the United
Kingdom, and says it is the largest marine fuel supplier in
Colombia through its BunkersOil Colombia joint venture with
Vanoil, S.A. The Company started in Colombia in 1995.
Related entities Atlantic Gulf Bunkering, LLC, and Dolphin Marine
Fuels, LLC provides marine fuel supply services in the Atlantic
Gulf Coast area from Mobile, Alabama, and for the ports of Long
Beach and Los Angeles, California, respectively.
Bunkers International and the two affiliates sought Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Proposed Lead Case No.
15-07397) on Aug. 28, 2015. The petitions were signed by John T.
Canal, the president/CEO.
Bunkers estimated assets of $10 million to $50 million and
liabilities of at least $10 million.
The Debtors tapped R. Scott Shuker, Esq., and Mariane L. Dorris,
Esq., at Latham, Shuker, Eden & Beaudine, LLP, as attorneys. The
Official Committee of Unsecured Creditors retained John Hutton,
Esq., at Greenberg Traurig, PA, as counsel.
* * *
Following a hearing on Jan. 28, 2016, Judge Cynthia C. Jackson on
Feb. 9 confirmed the Debtors' Joint Plan of Liquidation, as
modified, and approved the Disclosure Statement.
The Plan Confirmation Order designated Robert Morrison as the
Liquidating Agent. The Liquidating Agent filed an omnibus
application to employ (i) R. Scott Shuker and the law firm of
Latham, Shuker, Eden & Beaudine, LLP, as general counsel; (ii)
Robert Major and Bradley Saxton and the law firm of Winderweedle,
Haines, Ward & Woodman, P.A., as special counsel; and (iii)
Morrison Valuation and Forensic Services, LLC, as his accountant in
the Chapter 11 cases.
A status conference in the case is scheduled for Thursday, July 7,
2016 at 2:00 p.m.
BUNKERS INTERNATIONAL: Plan Agent Hires Latham Shuker as Counsel
----------------------------------------------------------------
Robert Morrison, the liquidating agent for under the Confirmed
Chapter 11 Plan of Bunkers International Corp., et al., filed an
omnibus application to employ a general counsel, a special counsel
and an accountant.
The Liquidating Agent tapped R. Scott Shuker and the law firm of
Latham, Shuker, Eden & Beaudine, LLP, as general counsel to assist
the Liquidating Debtors in the case because:
(a) partners and associates of LSEB have substantial experience
in rendering types of legal services that will be required in the
case and, as the Debtor's counsel during the bankruptcy case, are
very familiar with general matters associated with liquidating the
Debtors' assets, the potential preference actions, and claim
objections, exclusive of the Insider Actions, contemplated by the
Liquidating Agent;
(b) LSEB will advise as to the Liquidating Agent's rights and
duties in the case; preparing pleadings related to the case; and
taking any and all other necessary action incident to assisting the
Liquidating Agent in the proper preservation and administration of
the case;
(C) partners and associates of LSEB are admitted to practice in
the Court; and
(d) LSEB will be able to efficiently and cost-effectively render
services necessary in the case.
LSEB services will be billed at the standard hourly rates of the
respective attorneys and paralegals of LSEB, which rates range from
$550-$350 for partners, $290 to $220 for associates, and $160 to
$105 for paraprofessionals.
R. Scott Shuker, a partner at the firm, attests that the firm
represents no interest adverse to the Liquidating Agent or the
Liquidating Debtors and is disinterested.
Attorneys for the Liquidating Agent:
R. Scott Shuker
LATHAM, SHUKER, EDEN & BEAUDINE, LLP
111 N. Magnolia Avenue, Suite 1400
Orlando, FL 32801
Tel: 407-481-5800
Fax: 407-481-5801
E-mail: rshuker@lseblaw.com
bknotice@lseblaw.com
About Bunkers International Corp.
Based in Lake Mary, Florida, Bunkers International trades and
provides fuel for ships at sea. It provides physical supply,
trading, and brokering services from a number of global locating
including those in the U.S., Singapore, Greece, and the United
Kingdom, and says it is the largest marine fuel supplier in
Colombia through its BunkersOil Colombia joint venture with
Vanoil, S.A. The Company started in Colombia in 1995.
Related entities Atlantic Gulf Bunkering, LLC, and Dolphin Marine
Fuels, LLC provides marine fuel supply services in the Atlantic
Gulf Coast area from Mobile, Alabama, and for the ports of Long
Beach and Los Angeles, California, respectively.
Bunkers International and the two affiliates sought Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Proposed Lead Case No.
15-07397) on Aug. 28, 2015. The petitions were signed by John T.
Canal, the president/CEO.
Bunkers estimated assets of $10 million to $50 million and
liabilities of at least $10 million.
The Debtors tapped R. Scott Shuker, Esq., and Mariane L. Dorris,
Esq., at Latham, Shuker, Eden & Beaudine, LLP, as attorneys. The
Official Committee of Unsecured Creditors retained John Hutton,
Esq., at Greenberg Traurig, PA, as counsel.
* * *
Following a hearing on Jan. 28, 2016, Judge Cynthia C. Jackson on
Feb. 9 confirmed the Debtors' Joint Plan of Liquidation, as
modified, and approved the Disclosure Statement.
The Plan Confirmation Order designated Robert Morrison as the
Liquidating Agent. The Liquidating Agent filed an omnibus
application to employ (i) R. Scott Shuker and the law firm of
Latham, Shuker, Eden & Beaudine, LLP, as general counsel; (ii)
Robert Major and Bradley Saxton and the law firm of Winderweedle,
Haines, Ward & Woodman, P.A., as special counsel; and (iii)
Morrison Valuation and Forensic Services, LLC, as his accountant in
the Chapter 11 cases.
A status conference in the case is scheduled for Thursday, July 7,
2016 at 2:00 p.m.
BUNKERS INTERNATIONAL: Winderweedle Hired as Special Counsel
------------------------------------------------------------
Robert Morrison, the liquidating agent for under the Confirmed
Chapter 11 Plan of Bunkers International Corp., et al., filed an
application to employ Robert Major and Bradley Saxton and the law
firm of Winderweedle, Haines, Ward & Woodman, P.A., as special
counsel.
The Liquidating Agent desires to employ WHWW to assist the
Liquidating Agent and the Liquidating Debtors as special counsel in
the case because:
(a) partners and associates of WHWW have substantial experience
in rendering the types of legal services that will be required with
respect to any potential actions by the Liquidating Agent and the
Liquidating Debtors as follows: (i) under the D&O Policy; (ii)
against any officers, directors or insiders; and (iii) against
affiliates of of the Debtors or their officers, directors or
insiders ("Insider Actions");
(b) partners and associates of WHWW are admitted to practice in
the Court;
(c) WHWW has not provided services to the Debtors or any
creditor or party-in-interest in the Chapter 11 cases; and
(d) WHWW will be able to efficiently and cost-effectively render
services necessary in the case.
Upon proper application and subject to approval of the Court, WHWW
will receive a contingency fee of 40% of any funds recovered on
matters upon which WHWW is engaged.
Bradley M. Saxton, a shareholder of the firm, attests that the firm
doesn't have any connections with the Debtor, creditors, any other
party-in-interest except as otherwise disclosed and in matters
unrelated to the case.
The firm can be reached at:
Robert Major
Bradley Saxton
WINDERWEEDLE, HAINES, WARD & WOODMAN, P.A.
Post Office Box 123991
Orlando, FL 32802-1391
Tel: (407) 423-4246
Fax: (407) 423-7014
E-mail: bsaxton@whww.com
scolgan@whww.com
About Bunkers International Corp.
Based in Lake Mary, Florida, Bunkers International trades and
provides fuel for ships at sea. It provides physical supply,
trading, and brokering services from a number of global locating
including those in the U.S., Singapore, Greece, and the United
Kingdom, and says it is the largest marine fuel supplier in
Colombia through its BunkersOil Colombia joint venture with
Vanoil, S.A. The Company started in Colombia in 1995.
Related entities Atlantic Gulf Bunkering, LLC, and Dolphin Marine
Fuels, LLC provides marine fuel supply services in the Atlantic
Gulf Coast area from Mobile, Alabama, and for the ports of Long
Beach and Los Angeles, California, respectively.
Bunkers International and the two affiliates sought Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Proposed Lead Case No.
15-07397) on Aug. 28, 2015. The petitions were signed by John T.
Canal, the president/CEO.
Bunkers estimated assets of $10 million to $50 million and
liabilities of at least $10 million.
The Debtors tapped R. Scott Shuker, Esq., and Mariane L. Dorris,
Esq., at Latham, Shuker, Eden & Beaudine, LLP, as attorneys. The
Official Committee of Unsecured Creditors retained John Hutton,
Esq., at Greenberg Traurig, PA, as counsel.
* * *
Following a hearing on Jan. 28, 2016, Judge Cynthia C. Jackson on
Feb. 9 confirmed the Debtors' Joint Plan of Liquidation, as
modified, and approved the Disclosure Statement.
The Plan Confirmation Order designated Robert Morrison as the
Liquidating Agent. The Liquidating Agent filed an omnibus
application to employ (i) R. Scott Shuker and the law firm of
Latham, Shuker, Eden & Beaudine, LLP, as general counsel; (ii)
Robert Major and Bradley Saxton and the law firm of Winderweedle,
Haines, Ward & Woodman, P.A., as special counsel; and (iii)
Morrison Valuation and Forensic Services, LLC, as his accountant in
the Chapter 11 cases.
A status conference in the case is scheduled for Thursday, July 7,
2016 at 2:00 p.m.
CENGAGE LEARNING: Bank Debt Trades at 3% Off
--------------------------------------------
Participations in a syndicated loan under which Cengage Learning is
a borrower traded in the secondary market at 96.68
cents-on-the-dollar during the week ended Friday, March 4, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.11 percentage points from the
previous week. Cengage Learning pays 600 basis points above LIBOR
to borrow under the $2.05 billion facility. The bank loan matures
on March 5, 2020 and carries Moody's B2 rating and Standard &
Poor's B+ rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended March 4.
CEP REORGANIZATION: Seeks Approval of WARN Act Claims Compromise
----------------------------------------------------------------
CEP Reorganization, Inc., formerly known as ClearEdge Power, Inc.,
and its affiliated debtors ask the U.S. Bankruptcy Court for the
Northern District of California, Oakland Division, for the approval
of the settlement agreement executed between debtors CEP
Reorganization, Inc. ("CEP") and CEP Reorganization, LLC ("CEP
LLC"), and class representative, Peter Wojciechowski.
The Settlement Agreement resolves the claims alleged in Adversary
Proceeding No. 14-4152, entitled Peter Wojciechowski v. ClearEdge
Power, Inc., ClearEdge Power, LLC ("Adversary Proceeding").
Mr. Wojciechowski filed the Adversary Proceeding, alleging that CEP
and CEP, LLC failed to provide 60 days written notice to its
employees before ordering mass layoffs and plant closings, as
required by the Worker Adjustment and Retraining Notification Act
("WARN Act"). Mr. Wojciechowski sought payment for himself and the
Class Members for all unpaid wages, including unpaid accrued
vacation pay and fringe benefits.
Mr. Wojciechowski contends that should he prevail in the
litigation, the WARN Act priority claim of the approximately 260
Class Members for 60 days wages and benefits would be approximately
$4.9 million. The total damages within the priority cap of $12,450
for the class members is approximately $3.2 million, assuming no
other priority wages are owed, plus attorneys' fees and expenses,
and that such claims are entitled to priority status.
The Debtors relate that litigation of the WARN Class Action would
be protracted and expensive. They contend that the terminations
were caused by sudden and dramatic events outside of their control
and that at the time WARN notice was due, CEP and CEP, LLC were
actively seeking capital or financing that would have allowed it to
avoid the terminations. The Debtors further contend that
unforeseeable business circumstances and faltering company
exceptions to the WARN Act excused CEP and CEP, LLC from providing
60 days written notice to their employees in advance of their
termination.
The Debtors tell the Court that a trial on the applicability of the
unforeseeable business circumstances and faltering company
exceptions would require both sides to engage in more extensive
expert and non-expert discovery at significant expense and with
inherently uncertain results at trial.
The Settlement Agreement contains, among others, the following key
terms:
(a) Settlement Amount: The Settlement Class will have an
allowed claim under 11 U.S.C. Section 507(a)(4) in the total amount
of $1,300,217, from which the Class Representative Payment and
Class Counsel's fees and expenses shall be paid, to the extent
approved by the Bankruptcy Court.
(b) Distribution of Settlement Amount: Distributions to
individual Eligible Class Members shall be allocated to each Class
Member on a pro rata basis based on the relationship that such
Class Member's potential damages under the WARN Act bears to the
aggregate potential damages of all Class Members under the WARN Act
and shall be made contemporaneously with the payment of Class
Counsel's Fees and Expenses and the Class Representative Payment.
(c) Payment to Class Representative: A one-time payment in the
amount of $10,000, payable from the Settlement Amount to the Class
Representative Peter Wojciechowski, as compensation for his
services to the Class in addition to his pro rata share of the
Settlement Amount.
(d) Class Counsel's Fees: Provides for attorneys' fees in the
amount of one-third, net of litigation expenses, from the
Settlement Amount.
(e) Release of Defendants: Upon the Effective Date of the
Settlement Agreement, the Class Members shall release Defendants
CEP and CEP, LLC and their respective bankruptcy estates, each of
the Defendants' current and former shareholders, officers,
directors, employees, accountants and attorneys, among others,
excluding any third parties which may or may not be affiliated with
Defendants including Kohlberg Ventures LLC of any and all claims
which relate or are based on the WARN Action or claim under
federal, state or local law or regulation arising out of the
termination of the Class Members' employment by Defendants.
The Debtors' Motion is scheduled for hearing on March 17, 2016 at
10:00 a.m.
CEP Reorganization, Inc., and its affiliated debtors are
represented by:
Stephen T. O'Neill, Esq.
Robert A. Franklin, Esq.
Thomas T. Hwang, Esq.
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@dirsey.com
About CEP Reorganization, Inc.
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.
CHESAPEAKE ENERGY: Weighing Sale of Assets in Okla. Stack Region
----------------------------------------------------------------
Matthew Monks, writing for Bloomberg Brief, reported that
Chesapeake Energy Corp. is weighing a sale of some of its holdings
in an oil-soaked patch of shale in Oklahoma known as the Stack, as
the natural gas giant unloads assets to pay down debt, according to
people familiar with the matter.
According to the report, citing the people, the Oklahoma City-based
company recently interviewed advisers to oversee a potential sale.
It has also held informal talks with potential buyers, the people
told Bloomberg.
The slice of its holdings in the Stack it is considering selling
could fetch $300 million to $700 million, one of the people told
Bloomberg. The company hasn't retained an adviser yet and could
still opt against a sale, this person said, Bloomberg related.
Bloomberg noted that the Stack and another Oklahoma oil field
called the Scoop are two of the best places in the U.S. to drill
for oil right now because producers can still make money despite
low commodity prices. Gastar Exploration Inc. and Vanguard Natural
Resources LLC have recently hired advisers to sell assets in the
area, the report further noted.
As previously reported by The Troubled Company Reporter, citing
Bloomberg Brief, Chesapeake said it intends to pay a half-billion
dollar debt after exceeding its first-quarter target for asset
sales.
According to the report, the company has signed agreements to
divest $700 million in gas fields and other assets, overshooting
the $200 million to $300 million target communicated to investors
as recently as Dec. 16, the Oklahoma City-based shale driller said
in a statement on Feb. 24. The company plans another $500 million
to $1 billion in divestitures in 2016, the report said.
The Troubled Company Reporter, citing Bloomberg Brief, previously
reported that Chesapeake Energy said it has no plans to seek
bankruptcy protection, dismissing a report that wiped out half the
U.S. natural gas driller's value.
According to the report, Kirkland & Ellis LLP has served as one of
Chesapeake's counsel since 2010 and continues to advise the company
as it seeks to further strengthen its balance sheet following its
recent debt exchange, Chesapeake said in a statement Feb. 8.
The company's ability to pay off a half-billion dollars in debt in
March hinges on how much of a $1.76 billion nest egg and $4 billion
credit line has already been burned by the second-largest U.S.
natural gas producer, the report said.
As previously reported by the TCR in December 2015, citing Dow
Jones' Daily Bankruptcy Review, Chesapeake is working with
restructuring advisers at Evercore Partners Inc. to shore up its
balance sheet as commodity prices extend their decline. According
to the DBR report, citing people familiar with the matter, Evercore
bankers are advising the natural-gas producer on potential measures
to reduce its $11.6 billion debt load, such as exchanging existing
bonds at a discount for new securities or selling assets.
* * *
The Troubled Company Reporter, on Feb. 29, 2016, reported that
Fitch Ratings has downgraded Chesapeake Energy Corporation's
(Chesapeake; NYSE: CHK) Long-term Issuer Default Rating (IDR) to
'B-' from 'B'. The Rating Outlook remains Negative.
The downgrade reflects the heightened liquidity risk given the
prospect for a lower and longer price recovery profile. The
current rating also reflects the potential for low hydrocarbon
prices to negatively impact the company's plans to raise liquidity
through asset sales and could also have an unfavorable impact on
the next round of borrowing-base redeterminations. This increases
the prospect that the company might more quickly and heavily rely
on its revolving credit facility to fund upcoming debt maturities
and Fitch's projected free cash flow (FCF) deficit, which could
compound borrowing base and bank support risks. Fitch recognizes,
however, that the company still has considerable unencumbered
assets that could be pledged to help support the secured credit
facility if there are material negative borrowing-base revisions.
The TCR, on Jan. 27, 2016, reported that Standard & Poor's Ratings
Services lowered its corporate credit rating on Oklahoma City-based
exploration and production company Chesapeake Energy Corp. to
'CCC+' from 'B'. The outlook is negative.
At the same time, S&P lowered the senior unsecured debt ratings to
'CCC-' from 'CCC+'. The '6' recovery rating is unchanged,
reflecting S&P's expectation for negligible recovery (0% to 10%) in
the event of a payment default.
CINCINNATI TERRACE: Hires Scura Wigfield as Attorney
----------------------------------------------------
Cincinnati Terrace Plaza Retail, LLC seeks authorization from the
U.S. Bankruptcy Court for the District of New Jersey to employ
Scura, Wigfield, Heyer & Stevens, LLP ("SWH&S, LLP") as attorney.
The Debtor requires the firm to:
(a) give advice to the Debtor regarding its powers and duties
as Debtor in the operation of its business;
(b) represent the Debtor in bankruptcy matters and adversary
proceedings; and
(c) perform all legal services for the Debtor which may be
necessary.
Scura Wigfield will be paid at these hourly rates:
Partners $425
Associates $350
Paralegals $150
Scura Wigfield will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The Debtor assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
Scura Wigfield can be reached at:
David L. Stevens, Esq.
SCURA, WIGFIELD,
HEYER & STEVENS, LLP
1599 Hamburg Turnpike
Wayne, NJ 07470
Tel: (973) 696-8391
Cincinnati Terrace Plaza Retail, LLC, based in Cincinnati, Ohio,
filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 16-13384)
on February 25, 2016. The petition says the Debtor is a "Single
Asset Real Estate". David L. Stevens, Esq., at SCURA, WIGFIELD,
HEYER & STEVENS, LLP, serves as the Debtor's counsel. It estimated
$10 million to $50 million in assets; and $1 million to $10 million
in liabilities. The petition was signed by Lionel Nazario, member.
CIRRUS LOGIC: S&P Withdraws 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit rating on Austin, Texas-based Cirrus Logic Inc. at the
issuer's request. S&P also withdrew its issue-level ratings on
Cirrus' revolving credit facility.
CONGREGATION BIRCHOS: Gets Stay Relief for SC Approval of Sale
--------------------------------------------------------------
Judge Robert D. Drain, of the U.S. Bankruptcy Court for the
Southern District of New York granted Congregation Birchos Yosef
relief from the automatic stay, permitting it to obtain the New
York State Supreme Court's approval of the sale of the Debtor's
property located at 900-906 Route 45 in New City, New York, in
furtherance of its anticipated plan of reorganization.
Judge Drain granted the Debtor's Motion for the sole purpose of
pursuing a petition to the Supreme Court of the State of New York,
County of Rockland, to approve the sale of the Debtor's property
located at 900-906 Route 45, New City, New York ("Route 45
Property") for the sum of at least $7 million.
TD Bank's Statement
TD Bank, N.A.'s Statement provides: "...TD Bank does not
fundamentally oppose the Debtor’s sale of the Route 45 Property.
But TD Bank must receive the sale proceeds after the payment of
customary and reasonable closing costs, an amount for which TD Bank
expressly reserves its rights to challenge... TD Bank submits that
the sale of the Route 45 Property should be "subsumed" into the
Plan and comport with the proposed "Sale Procedures" outlined in
the Plan... To that end, the Debtor should be instructed to work
with TD Bank to amend the Plan to incorporate this proposed sale.
TD Bank remains willing to have further discussions with the Debtor
for payment of the balance of its secured claim, as well as the
treatment of other creditors of the Debtor."
Congregation Birchos Yosef's Response
Debtor Congregation Birchos Yosef's responded to TD Bank's
statement, saying: "...Under New York's Religious Corporations Law,
in order for a charitable entity to sell real property it is
required to "present a verified petition to the [New York] supreme
court" for the approval of such sale. If the State Supreme Court
does not approve the sale, the charitable entity is statutorily
precluded from going forward with the sale. Thus, it is only after
such proposed sale is approved by the State Supreme Court that an
application to this Court for approval of the sale can be made.
The instant motion before this not for approval by this Court of
the proposed sale, but rather only for permission to bring a
petition in State Supreme Court for approval of the sale (the
statutory prerequisite to requesting that this Court approve the
sale). Thus, issues of whether this Court should approve the sale
and, if so, under what conditions... and how and to whom the
proceeds of the sale should be distributed, are not before the
Court at this time (and may not be at all if the State Supreme
Court does not approve the sale)."
Congregation Birchos Yosef is represented by:
Michael Levine, Esq.
LEVINE & ASSOCIATES, P.C.
15 Barclay Road
Scarsdale, NY 10583
Telephone: (914)600-4288
Facsimile: (914)725-4778
E-mail: ml@LevLaw.org
TD Bank, N.A. is represented by:
Joseph Lubertazzi, Jr., Esq.
Matthew B. Heimann, Esq.
MCCARTER & ENGLISH, LLP
Four Gateway Center
100 Mulberry Street
Newark, NJ 07102
Telephone: (973)622-4444
Facsimile: (973)624-7070
E-mail: jlubertazzi@mccarter.com
mheimann@mccarter.com
About Congregation Birchos Yosef
Congregation Birchos Yosef is a religious corporation which was
formed on Jan. 16, 1985 for the purposes of creating and
maintaining a "House of Worship" in accordance with the traditions
of the Hebrew faith and to serve and advance the affairs of the
surrounding community under the leadership of the Grand Rebbe of
Nikolsburg. Its principal office is located at 201 Route 306,
Monsey, New York. It has real properties located in Spring Valley
and Monsey, New York.
Congregation Birchos Yosef sought bankruptcy protection (Bankr.
S.D.N.Y. Case No. 15-22254) in White Plains, New York, on Feb. 26,
2015. Breindy Lebovits, the vice-president, signed the petition.
The Debtor estimated assets and debt of $10 million to $50
million.
On May 4, 2015, the Debtor won approval to hire (i) Pick & Zabicki
LLP as its counsel, (ii) Frances M. Caruso as its bookkeeper and
(iii) Montalbano, Condon & Frank, P.C. as special counsel for real
property tax-related matters. On May 18, the Court authorized the
Debtor's retention of Levine & Associates, PC as special litigation
counsel. On Sept. 11, 2015, the Court approved the retention of
The Law Offices of David Carlebach, Esq. as the Debtor's
substituted bankruptcy counsel. On Nov. 11, 2015, the Debtor filed
a stipulation of substitution of counsel, reflecting that The Law
Offices of Allen A. Kolber, Esq. will serve as the Debtor's
substituted bankruptcy counsel.
DALLAS PROTON: Exit Plan to Pay Unsecureds in Full After 7 Months
-----------------------------------------------------------------
Dallas Proton Treatment Center, LLC and Dallas Proton Treatment
Holdings, LLC filed a Joint Plan of Reorganization that would allow
them to emerge quickly from Chapter 11 and then raise funds to
complete their proton-therapy center in Dallas.
Holders of general unsecured claims against Holdings (A7) and
Center (B7) will be paid from the proceeds of the First, Second,
and/or Third Capital Cash, at the election of each holder of a
claim, in the following amounts:
* 60% of such Allowed Claim on or before Aug. 30, 2016.
* 80% of such Allowed Claim on or before Sept. 30, 2016.
* 100% of such Allowed Claim on or after Oct. 1, 2016.
Holders of general unsecured claims classified as convenience
claims against Holdings (A8) and Center (B8) will be paid within 30
days after the Effective Date.
Holders of secured claims (Classes A3 and B3) will be paid by (i)
regular principal and interest payments at 4.5% interest, starting
on September 30, 2016, and continuing until Sept. 30, 2021; at
which time, the full amount of each claim will be paid in full,
(ii) return of the collateral, or (iii) payment of the proceeds
upon liquidating the collateral.
The Debtors intend to file avoidance actions against Dallas Proton,
LLC, and Lulu Limited LLC. If the avoidance action against Proton
is unsuccessful, the claim will be treated as a secured claim
estimated to be no more than $18,500,000, which will be paid by (i)
the return of the collateral, (ii) proceeds from the sale of the
collateral, and (iii) principal and interest payments payable
monthly at a rate of 6% per annum, amortized over 20 years, with
the full amount due Sept. 20, 2013. If the avoidance action
against Lulu is unsuccessful, the claim will be treated as a
secured claim estimated to be no more than $25,000,000., which will
be paid by (i) the return of the collateral, (ii) proceeds from the
sale of the collateral, and (iii) principal and interest payments
payable monthly at a rate of 6% per annum, amortized over 20 years,
with the full amount due Sept. 20, 2013.
Holders of unsecured noteholder claims will receive postpetition
interest on their claims at 8% per annum, and will have the
maturity date of their notes extended to Sept. 17, 2020.
Holders of equity interests in Holdings and Center are unimpaired.
The Debtors intend to raise funds in this manner:
i Plan Funding. Funds needed to make Cash payments under the
Plan will come from the repayment of the Notes Receivable to the
Debtors and the consummation of a Real Property Transaction
regarding the Dallas Property. In addition, the Debtors intend to
continue raising funds from outside sources to complete the
Project.
ii. The Real Estate Transaction. As an alternative method to
generate liquidity, the Debtors have engaged Lincoln Property
Company Commercial Service Enterprises, Inc. ("Lincoln Harris") to
market the Dallas Property for a potential sale-leaseback
transaction. The Real Estate Transaction will occur by Aug. 31,
2016.
iii. Fundraising Benchmarks for Additional Capital. Completing
the Project will require between $110 and $130 million in
additional fundraising (less whatever proceeds remain from the
repayment of the Notes Receivable or consummation of a Real
Property Transaction) depending on the ultimate size of the Center
in terms of treatment rooms. The Debtors will continue to use
their best efforts to procure such fundraising and agree to the
following benchmarks for raising the necessary capital.
a. Sept. 30, 2016 – $14,200,000 representing the Notes
Receivable from Maryland Proton Treatment Center, LLC to the
Debtors.
b. Nov. 30, 2016 – $15,000,000 representing the Notes
Receivable from Georgia Proton Treatment Center, LLC to the Debtors
upon closing of a senior debt transaction by that entity. Such
amount includes $13,575,000 in outstanding principal balance, as
well as $1,500,000 in accrued interest.
c. Dec. 31, 2016 – $20,000,000 (the "First Capital Cash")
in new financing that is not encumbered by any Allowed Secured
Claim.
* Within 10 days of the First Capital Cash milestone,
Debtors will distribute sufficient amounts necessary to pay off any
remaining claims held by Classes A2 and B2.
* Within 10 days of the First Capital Cash milestone, if
any funds remain from the First Capital Cash, Debtors will
distribute the lesser of 20% of the First Capital Cash, or such
amount necessary to pay remaining balance owed to Allowed Unsecured
Claims, to holders of Class A6-A8 claims.
d. April 31, 2017 – $20,000,000 (the "Second Capital Cash")
in new financing that is not encumbered by any Allowed Secured
Claim. Within 10 days of the Second Capital Cash milestone, if any
funds remain from the First Capital Cash, Debtors will distribute
the lesser of 20% of the First Capital Cash, or such amount
necessary to pay remaining balance owed to Allowed Unsecured
Claims, to holders of Class A6-A8 claims.
e. Aug. 31, 2017 – $50,000,000 (the "Third Capital Cash")
in new financing that is not encumbered by any Allowed Secured
Claim and that would allow repayment of the proceeds of the Real
Property Transaction. Within 10 days of the Third Capital Cash
milestone, if any funds remain from the Third Capital Cash, Debtors
will distribute the lesser of 20% of the Third Capital Cash, or
such amount necessary to pay remaining balance owed to Allowed
Unsecured Claims, to holders of Class A6-A7 claims.
f. Dec. 31, 2017 – Any Remaining Capital Needs not yet
raised in connection with the Property.
A copy of the Disclosure Statement filed March 1, 2016, is
available for free at:
http://bankrupt.com/misc/Dallas_Proton_116_DS.pdf
Counsel for the Debtors;
Marcus A. Helt
Mark C. Moore
GARDERE WYNNE SEWELL LLP
1601 Elm Street, Suite 3000
Dallas, Texas 75201-4761
Telephone: 214.999.3000
Facsimile: 214.999.4667
E-mail: mhelt@gardere.com
mmoore@gardere.com
About Dallas Proton Treatment Center
Dallas Proton Treatment Holdings, LLC, was formed in January 2010
and is registered as a limited liability company under the laws of
the State of Delaware. Holdings' authorized purpose is to conduct
whatever business is necessary to design, finance, construct, and
manage a licensed, freestanding healthcare center (the "Project")
in the Dallas, Texas area that provides proton-radiation therapy
for patients with cancerous tumors.
Holdings' wholly owned subsidiary, Dallas Proton Treatment Center,
LLC ("Center") was formed in March 2012 for the specific purpose of
developing, owning, and operating the Project. Center is the legal
owner of a tract of land and improvements at 2300 N. Stemmons Fwy,
Dallas, TX 75207 (the "Dallas Property"). Center purchased that
real estate on or around November 12, 2013, for approximately
$11,600,000. Center has spent approximately $18,000,000 in
additional funds to develop and start construction of the Project.
Project is the last of a four-facility program to build four
proton-therapy centers across the United States. All four centers
were/are being developed and constructed under the management of
Advanced Particle Therapy, LLC ("APT"). As of the Petition Date,
APT owned approximately 95% of the Class B equity units, and 96.4%
of the Class A equity units, in Holdings.
Dallas Proton Treatment Center and Dallas Proton Treatment Holdings
sought Chapter 11 protection (Bankr. N.D. Tex. Case Nos. 15-33783
and 15-33784, respectively) on Sept. 17, 2015. The petitions were
signed by James Thomson as chief technology officer/manager.
Gardere Wynne Sewell LLP serves as counsel to the Debtors.
* * *
The Court established Jan. 20, 2016, as the general deadline for
filing proofs of claim against the Debtors.
EIDOS LLC: Hires Odin Feldman as Attorneys
------------------------------------------
Eidos, LLC and its debtor-affiliates seek authorization from the
U.S. Bankruptcy Court for the Eastern District of Virginia to
employ Odin, Feldman & Pittleman, P.C. as attorneys.
The Debtors require Odin Feldman to:
(a) advise the Debtors with respect to their rights, powers,
and duties as debtors and debtors-in-possession;
(b) advise and consult with the Debtors on the conduct of their
chapter 11 cases, including all legal and administrative
requirements of operating in chapter 11 and concerning the
Debtors' rights and remedies with regard to the estates'
assets and the claims of secured and unsecured creditors
and other parties in interest;
(c) attend meetings and negotiate with creditors, equity
security holders, and other parties in interest in the
cases;
(d) advise the Debtors in connection with any contemplated sale
of assets or business combinations;
(e) advise the Debtors in connection with post-petition
financing, cash collateral, and exit financing
arrangements;
(f) advise the Debtors on matters relating to the assumption,
rejection, assignment, restructuring, or re-
characterization of unexpired leases and executory
contracts;
(g) consult with and advise the Debtors in connection with the
operation of or the termination of the operation of the
Debtors' businesses;
(h) take necessary actions to protect and preserve the Debtors'
estates, including the prosecution and defense of actions
and proceedings arising in or related to the cases, and
reviewing, objecting to, and resolving claims against the
Debtors' estates;
(i) prepare, or assist in the preparation of, such pleadings,
motions, notices, orders, schedules, reports, and other
documents as are required for the orderly administration of
the estates;
(j) advise the Debtors concerning, and to prepare responses to,
pleadings, motions, notices, orders, schedules, reports,
and other documents filed by other parties in these cases;
(k) advise the Debtors regarding, and to prepare, file, and
obtain confirmation of a plan of reorganization or a plan
of liquidation, a disclosure statement, and related
agreements and documents;
(l) appear before this Court, other courts, panels, and
tribunals, and the U.S. Trustee, and to protect the
interests of the Debtors' estate in such proceedings;
(m) meet and coordinate with other counsel and other
professionals retained on behalf of the Debtors;
(n) perform all other necessary legal services and provide all
other necessary legal advice to the Debtors in connection
with these cases; and
(o) assist in such other matters as the Debtors may require.
Odin Feldman will be paid at these hourly rates:
Members $300-$700
Associates $185-$350
Paraprofessionals $125-$190
Odin Feldman will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Odin Feldman has received a retainer of $50,000 from Eidos LLC,
which is being held in escrow to be applied to fees and expenses
approved by this Court. Eidos, LLC also paid OFP the amount of
$12,019 to cover the costs of the filing fees for the Debtors'
cases.
Odin Feldman assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
Odin Feldman can be reached at:
Donald F. King, Esq.
Alexander M. Laughlin, Esq.
Lauren Friend McKelvey, Esq.
ODIN FELDMAN & PITTLEMAN PC
1775 Wiehle Avenue, Suite 400
Reston, VA 20190
Tel: (703) 218-2100
Fax: (703) 218-2160
E-mail: donking@ofplaw.com
Alex.Laughlin@ofplaw.com
Lauren.McKelvey@ofplaw.com
About Eidos LLC
On Feb. 4, 2016, Eidos LLC and six affiliated debtors each filed a
Chapter 11 bankruptcy petition in the United States Bankruptcy
Court for the Eastern District of Virginia (Alexandria). The cases
are assigned to Judge Brian F. Kenney.
The Debtors have tapped Odin, Feldman & Pittleman P.C. as their
legal counsel.
Eidos LLC estimated assets of $100 million to $500 million and debt
of $50 million to $100 million.
ENERGY FUTURE: Creditors Battle Over $90M Del. Trust Interest Bid
-----------------------------------------------------------------
Jeff Montgomery at Bankruptcy Law360 reported that an Energy Future
Holdings Corp. subsidiary's lenders dueled on March 4, 2016, over a
bid from Delaware Trust Co. for up to $90 million in interest on
its share of the $3 billion in first-lien notes issued to the
bankrupt company, despite claims that bankruptcy law barred the
extra payment. The dispute set Delaware Trust against fellow
first-lien claimholders Morgan Stanley Capital Group Inc., J. Aron
& Co. and Titan Investment Holdings LP, in a hearing before U.S.
Bankruptcy Judge Christopher S. Sontchi.
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.
ENERGY TRANSFER: Fitch Says Preferred Offering Enhances Liquidity
-----------------------------------------------------------------
Fitch Ratings believes that Energy Transfer Equity, LP's (ETE;
Issuer Default Rating (IDR)'BB'/Stable Outlook) private offering of
Series A Convertible Preferred Units is a proactive step in
enhancing its liquidity and managing acquisition leverage in a
credit neutral manner. The announced preferred issuance has no
immediate impact to ETE's ratings. Fitch considers the mandatory
convertible preferred units to be equity.
The current rating and Outlook reflect ETE's size, scale, asset
quality, manageable maturity schedule, and structural subordination
to its operating subsidiaries. Concerns include capital market
constraints, high leverage pro-forma for the acquisition of The
Williams Companies (WMB; 'BB+'/ Rating Watch Negative), and the
significant structural subordination of ETE's debt to subsidiary
level debt and its reliance on subsidiary distributions to support
its obligations. Fitch expects that following the merger, ETE's
operating and financial profile will remain consistent with its
'BB' Issuer Default Rating. ETE's IDR is two notches below the IDRs
of its operating subsidiaries, providing the majority of ETE's
earnings and cash flow.
Leverage at ETE is expected to be high on a stand-alone basis
driven in part by the $6.05 billion term loan which will be used to
fund the cash portion of the WMB merger. Fitch forecasts ETE/WMB
leverage to be roughly $16 billion by yearend 2016 on a parent
level basis. The preferred offering along with a manageable
maturity ladder, with the combined entity having no significant
parent-level debt maturities until 2018, should free up some
liquidity and provide near term financial flexibility in the
current capital market environment. In late-October 2015, ETE
entered into a senior secured credit facility for $6.05 billion in
order to fund the cash portion of the WMB Merger. Under the terms
of the facility, the banks have committed to provide a 364-day
secured loan that can be extended at ETE's sole option for an
additional year. This should allow ETE to be opportunistic with
regard to the timing of refinancing as and if hydrocarbon prices
start to recover and capital markets access for midstream issuers
begins to open up.
Weakening credit profiles or negative rating actions at ETE's
underlying subsidiary partnerships could lead to a negative rating
action at ETE. Fitch would ultimately seek to maintain a one-to-two
notch separation between ETE and the entities providing the
majority of the cash needed to support ETE's structurally
subordinated debt. In the near term, distributions from ETE's
underlying partnership subsidiaries could slow, given the current
constricted capital market environment and continued commodity
price weakness. While not currently forecasted, Fitch believes
there is room for ETE to forgo some of the distribution growth it
expects to receive in order to support its underlying partnerships'
credit quality. A rise in leverage from temporarily forgoing
distributions would not necessarily warrant a negative rating
action at ETE provided any action helps maintain the underlying
subsidiary's current credit ratings, and any resulting increase in
ETE leverage beyond Fitch's 4.5x standalone sustained target is
temporary. Fitch expects leverage at ETE on a standalone basis
(inclusive of WMB debt) to be roughly 4.5x to 5.0x for 2016
improving to below 4.5x in 2017 and beyond. Fitch typically assess
ETE based on the cash flows derived from distributions from its
underlying partnership subsidiaries less ETE specific expenses
relative to the amount of its direct debt and interest payments at
the ETE level.
Fitch's base case assumption is that the merger closes as currently
proposed sometime in the 2Q 2016. While concerns around higher
leverage and Williams Partners' (WPZ; BBB-/Stable Outlook) exposure
to Chesapeake Energy (B-/Negative Outlook) are near term negatives,
Fitch continues to believe from an operational standpoint, WMB's
(and WPZ) addition to the ETE family of partnerships would have
many strategic positives. Generally, bigger is better in the MLP
space. The size, scale, and geographic and business line diversity
that a combination of WMB with the ETE family would create could
provide a significant opportunity for benefits on projects and
existing assets from all the affiliated entities as well as
operational and financial synergies. Fitch believes that commodity
prices will gradually improve over the next three years which
should provide some uplift to the midstream space.
ENERGY TRANSFER: Slides After Court Ruling on Pipelines
-------------------------------------------------------
Tim Loh and Tiffany Kary, writing for Bloomberg Brief, reported
that pipeline operators including Energy Transfer Equity LP slid
March 8 after a bankruptcy court ruled that driller Sabine Oil &
Gas Corp. can break its shipping contracts.
According to the report, Energy Transfer Equity was down by as much
as 12 percent at 3:32 p.m. New York time on March 8 on speculation
that the decision may set a precedent for distressed energy
explorers looking to break transportation commitments. Sliding oil
prices have weighed on midstream stocks over the past year on
investors' concerns that drillers filing for bankruptcy may break
their contracts and shrink profits, the report said.
As previously reported by The Troubled Company Reporter, on March
9, 2016, Judge Shelley C. Chapman of the U.S. Bankruptcy Court for
the Southern District of New York issued a bench decision
authorizing Sabine Oil & Gas Corporation, et al., to reject their
contracts with Nordheim Eagle Ford Gathering, LLC, and HPIP
Gonzales Holdings, LLC.
Under the contracts with each of Nordheim and HPIP, Sabine agreed
to "dedicate" to the "performance" of that agreement all of the
gas
produced by Sabine from a designated area and deliver the gas to
Nordheim and HPIP, and Nordheim agreed to gather, treat,
dehydrate,
and re-deliver that gas to Sabine.
In ruling for the Debtors, Judge Chapman held, "If it is
ultimately
determined that the covenants at issue in the Agreements do not
run
with the land, as the Debtors argue and the Court believes to be
the case, the Debtors will be free to negotiate new gas gathering
agreements with any party, likely obtaining better terms than the
existing agreements provide. If, however, the covenants are
ultimately determined to run with the land, the Debtors will
likely
need to pursue alternative arrangements with Nordheim and HPIP
consistent with the covenants by which the Debtors would remain
bound. In either scenario, the Debtors’ conclusion that they
are
better off rejecting the Nordheim and HPIP Agreements is a
reasonable exercise of their business judgment."
* * *
The Troubled Company Reporter, on Jan. 14, 2016, reported that
Fitch Ratings has affirmed Energy Transfer Equity, LP's (ETE)
ratings, resolving the Positive Rating Watch, as follows:
Energy Transfer Equity, L.P.
-- Long Term Issuer Default Rating (IDR) at 'BB';
-- Secured senior notes at BB+';
-- Secured term loan at 'BB+';
-- Secured revolving credit facility at 'BB+'.
The TCR, on Jan. 12, 2016, reported that Moody's Investors Service
changed Energy Transfer Equity, L.P.'s (ETE) outlook to stable
from
positive, while affirming ETE's Ba2 Corporate Family Rating, its
Ba2 Senior Secured debt rating and its SGL-3 liquidity rating.
The
change in outlook to stable largely reflects Moody's downgrade of
Williams Partners L.P.'s (WPZ) senior unsecured rating to Baa3
with
a negative outlook from Baa2 negative on Jan. 7, 2015. ETE
announced on September 28 that it would combine with The Williams
Companies, Inc. (WMB, Ba1 review down), WPZ's general partner, in
a
transaction which is expected to close in the second quarter of
2016.
ESH HOSPITALITY: Moody's Affirms B3 Rating on Notes After Add-On
----------------------------------------------------------------
Moody's Investors Service commented that the proposed offering of
approximately $500 million of senior unsecured notes by ESH
Hospitality, Inc. has no impact on the REIT's ratings or outlook.
The issuance is an add-on to ESH's existing 5.25% senior unsecured
notes due 2025 which are rated B3. Moody's understands that the
proceeds of the offering, together with cash on hand, will be used
to repay all amounts outstanding under its senior secured term loan
and a portion of amounts outstanding under its existing CMBS
loans.
ESH's existing ratings, including the REIT's B2 Corporate Family
Rating, remain unchanged as Moody's does not anticipate a
meaningful change in leverage from this transaction. The proposed
transaction modestly improves the REIT's financial flexibility by
reducing near-term maturities and replacing some secured debt with
unsecured obligations. Moody's notes, however, that ESH still
faces a heavy CMBS debt maturity tower in 2019 (approximately $1.8
billion comes due) and its property portfolio remains fully
encumbered.
RATINGS RATIONALE
The B2 corporate family rating reflects ESH Hospitality's moderate
leverage and good market position in the mid-price extended stay
lodging segment. The REIT also benefits from the less
operating-intensive nature of this lodging segment that results
from longer average length of stay and lower levels of service.
With 629 properties at December 31, 2015, ESH enjoys a wide
geographic footprint encompassing 44 states across the United
States and a presence in Canada.
These positive factors are offset by the volatility inherent in the
lodging economic cycle, as well as intense competition from a
number of lodging chains owned by well capitalized leading hotel
operators with vast marketing expertise and resources. While the
proposed refinancing improves ESH's capital structure, ESH's asset
portfolio remains fully encumbered because substantially all ESH
assets are either encumbered by the CMBS loans or pledged to the
existing senior secured credit facility. Secured debt represents a
significant share, approximately 35% of the REIT's gross assets,
even on a pro-forma basis. Furthermore, all ESH properties are
managed under a single brand, creating a concentration risk. ESH
trades as a paired share with Extended Stay America, Inc., and the
paired shares are approximately 63% owned by private equity
sponsors, which increases the event risk.
The stable rating outlook reflects Moody's expectation that ESH
will maintain sound liquidity as it continues to invest in
renovating its properties and will continue to proactively address
its debt maturities. Moody's also anticipates that the REIT will
retain if not strengthen its debt protection metrics in the next
12-18 months.
Positive rating movement would depend on establishment and
maintenance of an unencumbered portfolio such that unencumbered
assets represent more than 30% of gross assets and reducing
reliance on secured debt. Good liquidity would also be a predicate
for an upgrade.
Downgrade pressure would occur should the REIT experience liquidity
challenges or an unexpected drop in demand that causes RevPAR to
decline below $40 (below FY2013 levels), or deterioration in
leverage such that net debt/EBITDA increases over 6x. A shift
toward a more aggressive acquisition-oriented growth strategy would
also be viewed negatively, as would an increase in debt-financed
shareholder initiatives.
The principal methodology used in this rating was the Global Rating
Methodology for REITs and Other Commercial Property Firms published
in July 2010.
Moody's last rating action with respect to ESH was on April 27,
2015, when the rating agency assigned a B2 corporate family rating
and B3 senior unsecured rating with a stable outlook.
ESH Hospitality, Inc., a REIT subsidiary of Extended Stay America,
Inc. headquartered in Charlotte, N.C., owns its parent company's
629 hotels in the U.S. and Canada comprising 69,383 rooms as of
Dec. 31, 2015. The company's brand, Extended Stay America, serves
the mid-priced extended stay segment.
EXTENDED STAY: S&P Affirms 'BB-' CCR, Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on Charlotte, N.C.-based Extended Stay
America Inc. The outlook is stable.
At the same time, S&P affirmed its 'BB-' issue-level rating on ESH
Hospitality Inc.'s $1.0 billion 5.25% senior unsecured notes due
2025 (inclusive of the $500 million proposed add-on), with a '3'
recovery rating. The '3' recovery rating indicates S&P's
expectation for meaningful (50% to 70%; upper half of the range)
recovery for lenders in the event of a default.
ESH Hospitality Inc. will use the net proceeds from the proposed
add-on, together with cash on hand, to repay in full $366 million
outstanding of the senior secured term loan due 2019, to repay in
full $111 million outstanding of its component B 2012 mortgage loan
due 2017, and repay about $22 million of component C of the 2012
mortgage loan due 2019.
"The rating affirmation reflects our expectation for continued
improvement in operating performance that enables the company to
sustain total adjusted debt to EBITDA below 5x and FFO to total
adjusted debt above 12% over the next two years," said Standard &
Poor's credit analyst Carissa Schreck.
S&P expects a continuation of good operating fundamentals in the
lodging industry and expected returns from renovation capital
spending at Extended Stay will drive a moderate increase in revenue
and EBITDA, resulting in a good cushion through 2017 compared to
our 5x adjusted debt to EBITDA and 12% FFO to total debt thresholds
at which we could lower ratings. Specifically, S&P expects
adjusted debt to EBITDA to be in the low-4x area in 2016 and
improve to around 4x in 2017 and for FFO to adjusted debt to be in
the mid-teens percentage area over the same periods, in line with
S&P's aggressive financial risk assessment. S&P incorporates into
these credit measures our expectation for the company to continue
to make significant hotel reinvestments and maintenance spending
over the next two years.
The stable outlook reflects S&P's expectation for sustained
improvement in operating performance that enables the company to
maintain a good cushion compared to total adjusted debt to EBITDA
below 5x and FFO to total adjusted debt above 12% thresholds over
the next two years. In addition, S&P expects EBITDA coverage of
interest expense to remain good, above 4x, over the same period.
EXTREME PLASTICS: Says Citizens Bank Adequately Protected
---------------------------------------------------------
Extreme Plastics Plus, Inc., et al., responded to objections by
Citizens Bank of Pennsylvania, as agent for the prepetition secured
lenders, to the Debtors' motion to use cash collateral. To
demonstrate that the secured lenders' interest in the cash
collateral is adequately protected, the Debtors will present
evidence at the hearing that the combination of their cash and
working capital will have increased by a projected $900,000 during
the period from the Petition Date through March 4, 2016. The
Debtors will prove through conservative projections that they will
continue to maintain the combination of cash and working capital at
levels in excess of the cash and working capital as of the Petition
Date through the period encompassed by the budget.
Aside from maintaining the cash and working capital level, the
Debtors intent to provide the secured lenders adequate protection
in the form of allowed superpriority administrative claims,
replacement liens, liens on unencumbered property, adherence to the
budget, and compliance with other financial reporting requirements.
The Debtors added that they should be permitted to pay professional
fees from cash collateral as the lenders' interest in the cash
collateral is adequately protected.
About Extreme Plastics
Founded in 2007, privately-held Extreme Plastics Plus, Inc.,
operates an environmental containment business specializing in
providing environmental lining, above ground storage tanks,
composite rig mats, secondary steel wall containment systems, and
closed loop solids control services, primarily for the oil and gas
industry. Extreme Plastics has six facilities in Fairmont, West
Virginia, Tunkhannock, Pennsylvania, St. Clairsville, Ohio, Moore,
Texas, Odessa, Texas, and Oklahoma City, Oklahoma.
The stock of Extreme Plastics is held entirely by EPP Intermediate
Holdings, Inc. The stock of EPP Intermediate is held entirely by
EPP Holding Company, LLC, a non-debtor.
Extreme Plastics, and affiliate EPP Intermediate Holdings, Inc.,
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
16-10221) on Jan. 31, 2016, as the ongoing decline in the price of
oil and natural gas negatively impacted demand of the Debtors'
services.
Extreme Plastics estimated $10 million to $50 million in assets
and $50 million to $100 million in debt. EPP Intermediate
estimated $1 million to $10 million in assets and $50 million to
$100 million in debt.
As of the Petition Date, Extreme Plastics owes $49.5 million under
a secured facility provided by lenders led by Citizens Bank of
Pennsylvania, as agent. The facility is secured by a lien in
substantially all of the Debtors' assets, as well as a pledge of
100% of the equity in Extreme Plastics and EPP Intermediate.
The Debtors tapped Sullivan Hazeltine Allinson LLC as attorneys
and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent.
The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors. The Committee selected Reed
Smith LLP as counsel.
FELD LIMITED: Hires David Donoian as Real Estate Broker
-------------------------------------------------------
Feld Limited Partnership seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of Wisconsin to employ
David Donoian of Inland Real Estate Partners dba Colliers
International as real estate broker.
The Debtor requires Mr. Donoian to:
(a) market and list for rent the following real estate,
pursuant to the terms of the listing contract:
-- 300 North Madison Street, Green Bay, Wisconsin at a
rental price of $12.85 per square foot, annually.
(b) market and list for sale the following real estate,
pursuant to the terms of the listing contracts:
-- 300 North Madison Street, Green Bay, Wisconsin for a
listing price of $3,695,000;
-- 3000 Riverside Drive, Allouez, Wisconsin for a listing
price of $695,000;
-- 3010 Riverside Drive, Allouez, Wisconsin for a listing
price of $295,000;
-- 225 South Monroe Avenue, Green Bay, Wisconsin for a
listing price of $695,000; and
-- 2450 Velp Avenue, Howard, Wisconsin for a listing price
of $960,000.
(c) with regard to the real estate located at 300 North Madison
Street, Green Bay, Wisconsin, Debtor reserves its right to
lease or sell the property, whichever might be in the best
economical interest of the estate.
(d) the term of the listing contracts with the Applicant will
expire on August 24, 2016, but may be renewed from time to
time as the Debtor sees fit.
The total fees for these professional services shall be based on 6%
of the gross selling price for each of the properties to be sold,
and 6% of the annual gross rental, for each year of the term and
all renewals for the property to be rented.
David Donoian assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
Mr. Donoian can be reached at:
David Donoian
INLAND REAL ESTATE PARTNERS
dba Colliers International
200 South Washington Street, Ste 203
Green Bay, WI 54301
Tel: (920) 347-9500
E-mail: david.donoian@colliers.com
About Feld Limited Partnership
Feld Limited Partnership, engaged in the business of leasing and
managing real properties in the Madison and Green Bay areas, filed
a Chapter 11 bankruptcy petition (Bank. E.D. Wisc. Case No.
16-20826) on Feb. 3, 2016. Dennis J. Feld signed the petition as
general partner. The Debtor disclosed total assets of $15.17
million and total debts of $7.50 million. Steinhilber, Swanson,
Mares, Marone & McDermott serves as the Debtor's counsel.
FLOUR CITY: Phoenix to Serve as Investment Banker for Asset Sale
----------------------------------------------------------------
A motion was filed last week with the U.S. Bankruptcy Court,
Western District of New York, to retain Phoenix Capital
Resources((R)) as the exclusive investment banker in conjunction
with the potential sale of the assets of Flour City Bagels, LLC,
and its business as an ongoing concern. Flour City filed for
protection under Chapter 11 of the U.S. Bankruptcy code last week
(Case No. 2-16-20213 (PRW)), and any sale is subject to Bankruptcy
Court approval.
Flour City operates 32 bakeries that serve authentic "New York
Style" bagels, coffee, drinks, soups, salads, sandwiches, fresh
fruit, and a variety of other related items. Its bakeries are
located in three tightly-clustered geographic regions -- Rochester
(13 bakeries), Albany (13 bakeries), and Syracuse (6 bakeries) and
currently operate as a Bruegger's franchisee pursuant to expired
agreements. Ninety percent of the units have been open for 20
years or more. Flour City also operates a commissary in Rochester,
NY that produces all of the bagels sold at its 32 bakeries. Flour
City generated net revenue in excess of $22 million in 2014 and
2015, and currently has the capacity to produce 40,000 bagels per
day, with ample ability to increase production.
For more information on this opportunity, please contact Michael
Jacoby at mjacoby@phoenixcapitalresources.com
About Phoenix Capital Resources
For 30 years, Phoenix has provided smarter, operationally focused
solutions for middle market companies in transition. Phoenix
Capital Resources((R)) provides seamless investment banking
solutions including M&A advisory, complex restructurings and
capital placements. Phoenix Capital Resources is a U.S. registered
broker-dealer and member of FINRA and SIPC.
About Flour City
Headquartered in Fairport, New York, Flour City Bagels, LLC
operates 32 bakeries that serve "New York Style" bagels, coffee,
drinks, soups, salads, sandwiches, fresh fruit, and a variety of
other related items. In 1993, the Debtor opened its commissary in
Rochester, at which it produces bagels for sale at all of its 32
bakeries. The Debtor employs 425 people.
Flour City Bagels, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 16-20213) on March 2,
2016, estimating both assets and debts in the range of $10 million
to $50 million. Kevin Coyne signed the petition as manager.
Bond, Schoeneck & King, PLLC and Buckley King serve as the Debtor's
counsel.
Judge Paul R. Warren has been assigned the case.
FORTESCUE METALS: Bank Debt Trades at 18% Off
---------------------------------------------
Participations in a syndicated loan under which Fortescue Metals
Group Ltd is a borrower traded in the secondary market at 82.17
cents-on-the-dollar during the week ended Friday, March 4, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 5.47 percentage points from the
previous week. Fortescue Metals pays 275 basis points above LIBOR
to borrow under the $4.95 billion facility. The bank loan matures
on June 13, 2019 and carries Moody's Ba1 rating and Standard &
Poor's BB+ rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended March 4.
GASTAR EXPLORATION: S&P Lowers CCR to 'CCC-', Outlook Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S.-based oil and gas exploration and production (E&P)
company Gastar Exploration Inc. to 'CCC-' from 'CCC+'. The outlook
is negative.
At the same time, S&P lowered its issue-level rating on the
company's senior secured debt to 'C' from 'CCC-'. The recovery
rating on this debt is '6', indicating S&P's expectation of
negligible (0% to 10%) recovery in the event of a payment default.
The downgrade follows Gastar's announcement that it had just $29
million of cash on hand and a fully drawn revolver. The company's
borrowing base current stands at $180 million, but will be reduced
to $100 million at the earlier of the close of the Appalachian
asset sale or April 10, 2016. Proceeds from the Appalachian asset
sale are expected to be $80 million.
"The negative outlook reflects our view that the company could miss
an interest payment or restructure its debt over the next six
months," said Standard & Poor's credit analyst Stephen Scovotti.
S&P could consider raising the ratings on Gastar if the company
improved its liquidity and S&P no longer believed the company was
at risk of restructuring or missing an interest payment. This
could occur if the company was able to sell some of its STACK
assets.
The recovery rating on the company's senior secured notes is '6'.
S&P will continue to evaluate the recovery rating on Gastar based
on future assets sales or changes in the company's borrowing base.
GENERAL MOTORS: Jury Selection, 2nd Cir. Hearing This Week
----------------------------------------------------------
Reuters' Jessica Dye reports that people suing General Motors Co
over a faulty ignition switch will get two chances in a Manhattan
court this week to argue that GM should be held accountable for
injuries, deaths and lost vehicle value:
March 14, Monday
-- According to the report, jury selection starts in the
second trial involving a car accident allegedly caused by the
switch. The defect, which some GM employees knew about for years,
prompted the recall of 2.6 million vehicles in 2014 and has been
linked to nearly 400 serious injuries and deaths. A first trial
ended abruptly in January following allegations that the plaintiff
gave misleading testimony.
March 15, Tuesday
In the same courthouse, plaintiffs suing over lost
vehicle value and accidents that occurred before GM's 2009
bankruptcy will ask the 2nd U.S. Circuit Court of Appeals to
reverse unfavorable decisions from a bankruptcy court last year.
They say the rulings could impact many of their claims under a sale
agreement that largely freed "New GM" from burdensome liabilities
that predate the bankruptcy.
About General Motors
With its global headquarters in Detroit, Michigan, General Motors
-- http://www.gm.com/-- is one of the world's largest automakers,
traces its roots back to 1908.
General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing. The U.S. government
provided financing. The deal was closed July 10, 2009, and Old GM
changed its name to Motors Liquidation Co.
Old GM -- General Motors Corporation -- filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1,
2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. The Debtors tapped Weil, Gotshal & Manges LLP
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel; and Morgan Stanley, Evercore Partners and the Blackstone
Group LLP as financial advisor. Garden City Group is the claims
and notice agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation was dissolved. On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
GRAFTECH INT'L: S&P Lowers CCR to 'CCC+', Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Independence, Ohio-based GrafTech International
Ltd. two notches to 'CCC+' from 'B'. The rating outlook is
negative.
At the same time, S&P lowered the issue-level rating on the
company's $300 million senior unsecured notes two notches to 'CCC+'
from 'B', in line with S&P's corporate credit rating on GrafTech.
S&P's recovery rating on the unsecured notes remains '4',
indicating its expectation for average (30% to 50%; at the upper
end of the range) recovery in the event of a payment default.
"The negative outlook reflects the uncertainty surrounding
GrafTech's covenants and very weak credit metrics amplified by
continued overcapacity in the global steel market and persistently
weak graphite electrode prices," said Standard & Poor's credit
analyst Michael Maggi. "We expect adjusted debt to EBITDA to
remain well above 12x and adjusted EBITDA interest cash coverage
notably below 1x for at least the next 12 months."
S&P could lower its ratings on GrafTech if S&P envisioned a
specific default scenario was likely over the next 12 months
without an unforeseen positive development. These scenarios
include a near-term liquidity crisis, a violation of financial
covenants, or whether the issuer is likely to consider a distressed
exchange offer or redemption. Specifically, if GrafTech is unable
to obtain a waiver or amendment on its covenants S&P would likely
lower its ratings to 'CCC' or lower.
S&P views a positive rating action as unlikely over the next 12
months given its expectations for lower graphite electrode pricing
and continued weakness in the global steel industry. This is
further restricted by GrafTech's covenants that are in place and
currently under pressure. However, S&P could revise the outlook to
stable if it no longer had concerns regarding a covenant breach.
Separately, S&P could consider an upgrade if operating results and
cash flow improve such that adjusted debt to EBITDA decreases to
less than 10x and adjusted EBITDA cash interest coverage rises
above 1.25x for a sustained period, all while maintaining adequate
liquidity and material covenant cushion.
GUESTLOGIX INC: Won't File Audited 2015 Financial Statements
------------------------------------------------------------
GuestLogix Inc., the global provider of ancillary-focused
merchandising, payment and business intelligence technology to
airlines and the passenger travel industry, on March 14 disclosed
that in light of the ongoing proceedings commenced under the
Companies' Creditors Arrangement Act (the "CCAA"), it does not
currently intend to prepare or file consolidated audited financial
statements for the period ended December 31, 2015 (the "2015 Annual
Financials"). GuestLogix also disclosed on March 14 that the
independent committee of its directors formed on December 16, 2015
(the "Special Committee") has concluded its internal review and
provided its recommendations to the Company's board of directors
(the "Board").
In developing its recommendations, the Special Committee considered
a number of factors and consulted with and carefully considered the
input of its own advisors and the Company's independent auditor.
Following completion of its review, in reliance on the informed
advice of the Company's independent auditor that the Company's
revenue recognition accounting policies and its historical
financial statements are in compliance with IFRS, the Special
Committee recommended to the Board that a restatement of its 2013
and 2014 financial statements is not necessary. With respect to
the Company's unaudited condensed interim consolidated 2015
financial statements, the Company, following consultation with and
in reliance on advice received from the Company's independent
auditor, is satisfied that the Company's current revenue
recognition accounting policies are in compliance with IFRS. As a
result, the Company has concluded that its unaudited condensed
interim consolidated 2015 financial statements do not require
restatement (subject to year-end adjustments if and when the
Company prepares consolidated audited 2015 financial statements).
As previously disclosed, on February 9, 2016, the Company sought
and obtained protection under the CCAA pursuant to an initial order
(the "Initial Order") of the Ontario Superior Court of Justice (the
"Court"). PricewaterhouseCoopers Inc. was appointed as monitor
(the "Monitor") in the proceedings. The Initial Order was amended
on February 12, 2016 to, among other things, include GuestLogix
Ireland Limited (collectively with GuestLogix, the "Applicants") in
the CCAA proceedings and approve an interim financing facility to
be provided by the Company's senior and subordinated lenders in the
maximum amount of US$3 million. On February 19, 2016, the Court
granted an order authorizing and directing the Applicants to
commence a court supervised sale and investment solicitation
process (the "SISP"). On March 4, 2016, the Court extended the
initial stay period set out in the Initial Order to May 6, 2016.
The deadline for the receipt by the Company of non-binding
expressions of interest is March 18, 2016.
The Company considered a number of factors in making its
determination not to prepare and file 2015 audited financial
statements at this time, including the significant amount of scarce
management time and money that would be required, particularly
because substantial management attention is required to administer
the SISP and the CCAA proceedings more generally. The Company also
considered the fact that it does not currently expect that any
audit for the 2015 Annual Financials could be completed until after
the initial deadline for bids under the SISP. Since the CCAA
proceedings commenced, and in compliance with the CCAA and the
orders of the Court, the Company has provided the Monitor with full
access to its accounting records, and the Monitor has filed with
the Court periodic reports which have included the Company's cash
flow projections and other financial information. The Company
anticipates that the Monitor will continue to file reports with the
Court updating relevant financial information concerning the
Company.
About GuestLogix
GuestLogix -- http://www.guestlogix.com-- is a global provider of
merchandising, payment and business intelligence technology to the
passenger travel industry, both onboard and off-board. Both direct
to operators as well as through partnerships with global leaders in
catering, duty-free, inflight entertainment and self-service retail
experts, the Company provides the payment services touching over 1
billion travelling consumers each year. GuestLogix' global
headquarters and centre for product innovation is located in
Toronto, with regional offices located in Dallas, London, Dublin,
Galway, Madrid and Hong Kong, and product innovation labs located
in Moncton and Krakow.
GULFMARK OFFSHORE: S&P Lowers CCR to 'CCC', Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based, marine transportation services company
GulfMark Offshore Inc. to 'CCC' from 'B-'. The outlook is
negative.
At the same time, S&P lowered the issue-level ratings on the
company's unsecured notes to 'CCC+' (one notch above the corporate
credit rating) from 'B'. The recovery rating on the company's
senior unsecured notes remain '2', indicating S&P's expectation of
substantial (high end of the 70% to 90% range) recovery in the
event of payment default.
The downgrade on GulfMark reflects S&P's belief that the company
could consider a debt exchange or restructuring that S&P would view
as distressed over the next 12 months. Dayrates and utilization
for the company's vessels will continue to weaken in 2016,
resulting in unsustainable credit metrics.
"The negative outlook reflects our expectation that dayrates and
utilization levels will continue to weaken in 2016, in comparison
to 2015," said Standard & Poor's credit analyst Stephen Scovotti.
"We expect credit metrics to be at unsustainable levels in 2016 and
2017, and believe the company could consider a distressed debt
exchange or restructuring," he added.
S&P could lower the ratings if the company missed an interest
payment or restructured its debt.
S&P could raise the ratings if it expected the company to be able
to meet its near-term obligations, and S&P no longer believed the
company would consider a debt exchange or restructuring, which
would most likely occur if offshore oil and gas activity recovered
or if the company were able to sell assets or raise equity.
GULFPORT ENERGY: S&P Affirms 'B+' CCR, Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Oklahoma City-based Gulfport Energy Corp. The
outlook is stable.
The issue-level ratings on the company's senior unsecured debt
remain 'B+'. The recovery rating remains '4', indicating S&P's
expectation of average (30% to 50%) recovery in the event of
default. S&P's recovery expectations are in the lower half of the
30% to 50% range.
"The ratings reflect our view of the company's improved business
risk profile," said Standard & Poor's credit analyst Stephen
Scovotti.
S&P now classifies the company's business profile as weak, given
the company's growth in production and reserves in the Utica shale.
However, Gulfport's reserves are at the lower end of the weak
category in comparison to other E&P companies. S&P also
characterizes Gulfport's financial risk as significant, and its
liquidity as adequate.
The stable outlook reflects S&P's expectation that the company will
continue to increase production in the Utica shale, while
maintaining FFO to debt of close to 30% in 2016. S&P expects the
company to modestly outspend cash flows in 2016, which will be
funded by cash on hand
S&P could lower the rating if FFO to debt fell below 20% on a
sustained basis or if S&P viewed liquidity deteriorated. S&P
believes this could occur if production is less than its
expectation for several quarters or if the company makes a
debt-funded acquisition.
S&P could consider an upgrade due to an improvement in the
company's business profile, while maintaining FFO/debt of greater
than 20%. This could occur if the company continues to increase
production and reserves in the Utica shale, while funding
acquisitions and capital spending in a conservative manner.
HAGGEN: Court to Consider Albertson's Sale Agreement on March 29
----------------------------------------------------------------
Haggen on March 14 announced its enthusiasm for Albertson's LLC's
(Albertsons) proposed plan to purchase 29 Haggen stores, 15 of
which will continue to be operated from Bellingham, Washington
under the Haggen banner, pending bankruptcy court approval and
closing of the transaction.
"We are excited about the opportunity to have the backing of
Albertsons and look forward to be part of the Albertsons grocery
family. Haggen has been a part of the Pacific Northwest and the
Bellingham community for more than eight decades and we will
continue the traditions of operating great Haggen stores focused on
community involvement, fresh northwest products and great service,"
said Haggen Chief Executive Officer John Clougher.
The new Haggen business unit will consist of 14 historic Haggen
stores and one converted location in Oak Harbor. The remaining 14
stores, which were previously divested by Albertsons, will
transition over time back to the Albertsons banner. All stores will
benefit from the revitalized investment plan under Albertsons
ownership.
"Our customers can be assured that the Haggen focus on sustainably
sourced and locally produced products will not change. Haggen has
operated as a partner to the communities it has so proudly served
and will continue to do so. We thank our dedicated stores crews,
loyal customers, vendors, partners and others that have supported
us. We are looking ahead to a promising future."
The bankruptcy court will consider approval of the sale agreement
on March 29, 2016.
About Haggen Holdings
Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store. From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States. From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.
Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.
Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors.
The petitions were signed by Blake Barnett, the chief financial
officer.
The Debtors estimated assets of $50 million to $100 million and
estimated liabilities of $10 million to $50 million.
Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel. Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel. Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor. Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.
In September 2015, T. Patrick Tinker, assistant U.S. trustee for
Region 3, appointed seven creditors to the official committee of
unsecured creditors. The Creditors Committee tapped Pachulski
Stang Ziehl & Jones LLP as counsel.
HUNTER WISE: Winston & Strawn Can't Dodge $107M Malpractice Suit
----------------------------------------------------------------
Kat Greene at Bankruptcy Law360 reported that Winston & Strawn LLP
must face a $107 million malpractice suit in Illinois even though a
Florida judge found that Hunter Wise Commodities LLC's executives
had ignored their lawyer's advice, in part because that ruling
doesn't address the adequacy of Winston & Strawn's work, an
Illinois judge ruled on March 4, 2016. The firm had argued that
the Florida judge overseeing another case connected to Hunter Wise
and its executives' $46 million investor fraud scheme already said
in an order that Winston & Strawn partner Timothy Carey has warned
his clients that their actions weren't in line with the Commodity
Exchange Act, but they laughed him off and did it anyway, court
records show. But U.S. District Judge Jorge L. Alonso ruled that
the order itself wasn’t enough to kill the malpractice case in
Illinois because Hunter Wise receiver Melissa Damian Visconti had
sufficiently pled that it was not only what Carey did, but what he
didn’t do, that impacted the commodities firm.
The receiver is represented by Melissa Damian Visconti of Damian &
Valori LLP, and Drew Peel, Kevin Duff and Andrew Porter of Rachlis
Duff Adler Peel & Kaplan LLC.
Winston & Strawn and Carey are represented by David Atkinson, David
Wells and Nicole Atkinson of Gunster Yoakley & Stewart PA, and
Joanna Travalini, Lawrence Desideri and Michael P. Roche of Winston
& Strawn LLP.
The Illinois suit is Damian v. Carey et al., case number
1:15-cv-04335, in the U.S. District Court for the Northern District
of Illinois.
INEOS GROUP: Bank Debt Trades at 4% Off
---------------------------------------
Participations in a syndicated loan under which Ineos Group Plc is
a borrower traded in the secondary market at 95.70
cents-on-the-dollar during the week ended Friday, March 4, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 2.22 percentage points from the
previous week. Ineos Group pays 325 basis points above LIBOR to
borrow under the $0.625 billion facility. The bank loan matures on
March 11, 2022 and carries Moody's Ba3 rating and Standard & Poor's
BB- rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended March 4.
INFORMATICA CORP: Bank Debt Trades at 4% Off
--------------------------------------------
Participations in a syndicated loan under which Informatica Corp is
a borrower traded in the secondary market at 95.95
cents-on-the-dollar during the week ended Friday, March 4, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 3.50 percentage points from the
previous week. Informatica Corp pays 350 basis points above LIBOR
to borrow under the $1.875 billion facility. The bank loan matures
on June 1, 2022 and carries Moody's B2 rating and Standard & Poor's
B rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended March 4.
KINDRED HEALTHCARE: S&P Affirms 'B+' CCR, Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed all of its
ratings, including the 'B+' corporate credit rating, on Louisville,
Ky.-based Kindred Healthcare Inc. The outlook is stable.
The rating reflects S&P's belief that despite significant near-term
pressures facing the company's hospital business segment, S&P still
anticipates Kindred to generate strong cash flows over the next two
years.
"We revised our financial risk profile to highly leveraged from
aggressive given our expectations for adjusted debt leverage to
remain above 5.0x over the next two years. Weakness in the
company's LTAC business has materially pressured EBITDA margins,
resulting in a spike in adjusted debt leverage. Soft patient
volume, adverse shift in payor mix, coupled with an increased
length of stay in this segment, and higher than expected operating
expenses were the primary contributing factors. In addition, we
expect reimbursement pressures in 2016 to limit margin expansion
and the pace of delevering. We view Kindred's good scale,
diversification across various post-acute care segments, and strong
free cash flow generation as a significant strength relative to
post-acute peers, supporting our 'B+' corporate credit rating," S&P
said.
Kindred's weak business risk profile is characterized by
substantial scale with 2015 revenues of about $7 billion and good
diversification across the continuum of post-acute care services.
In early 2015, Kindred acquired home health provider Gentiva, which
provided incremental diversification to its business of operating
LTAC facilities. This acquisition bolstered the company's
competitive advantage in the post-acute market. The company's
business lines include long-term acute care hospitals (33% of 2015
revenues), home health and hospice (28%), nursing homes (15%),
contract rehabilitation services (14%), and inpatient
rehabilitation hospitals (8%). However, S&P views the company's
business risk as being constrained by its significant exposure to
reimbursement risk from government payers across its post-acute
service lines.
"We believe near-term reimbursement headwinds are significant for
LTAC providers, because Medicare recently introduced tighter
patient eligibility standards for reimbursement of LTAC services at
the higher LTAC-specific rate," said Standard & Poor's credit
analyst David Kaplan.
Reduced reimbursement began to gradually phase in for ineligible
patients starting late 2015, with a second phase starting late
2017, though these dates are delayed by almost a year for Kindred,
due to the company's August year-end with regard to CMS reporting.
Although S&P expects this to have a significant adverse effect on
the LTAC industry, S&P expects Kindred to fare better than peers
because of the above-average acuity among Kindred's patients, the
company's strong reputation and referral relationships, extra time
to evaluate the impact given the delayed implementation,
well-developed mitigation strategies, and the company's diversity
in other business lines, which can help support this business
through an uncertain period of transition.
Still, S&P believes there is heightened uncertainty surrounding
Kindred's ability to manage the change in LTAC reimbursement
landscape, without any revenue or margin erosion. S&P anticipates
that the synergy-related margin expansion relating to the Gentiva
acquisition will be largely offset by pressures in the company's
hospital segment.
Kindred's hospice businesses are also exposed to potential
headwinds from evolving hospice reimbursement. On Jan. 1, 2016,
Medicare revised the reimbursement rate for routine home care
hospice services from a flat rate of $159/day, to the new rate of
$187/day for the first 60 days of the patient's care, and $147/day
for each day thereafter, with the potential for additional billing
of up to $155/day in the last week of the patient's life for
certain extra care. (This is referred to as a U-shaped
reimbursement model because reimbursement rates decline and then
rise again, over the course of a long hospice stay.) CMS also
recently expressed concerns about certain common industry trends in
hospice including billing Medicare separately certain expenses
(e.g., certain drugs) that CMS views as essential hospice services,
duplicative reimbursement for aides for hospice patients located
within nursing facilities, and with the sufficiency of coverage of
certain services by hospice service providers. S&P believes
additional payment reform could modestly pressure margins for
Kindred and other for-profit hospice providers in coming years,
especially following MEDPAC indicating hospice care may not be
providing the previously assumed savings to the healthcare system.
The stable outlook reflects S&P's expectations for Kindred to
continue to generate strong free cash flow over the next two years,
despite near-term reimbursement headwinds in the LTAC segment,
which S&P expects to limit EBITDA growth.
KNS INC.: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: KNS, Inc.
dba East River Trucking
dba KNS Enterprises
dba KNS Truck Fleet
7250 - 38th Street NW, #16
Parshall, ND 58770
Case No.: 16-30109
Chapter 11 Petition Date: March 11, 2016
Court: United States Bankruptcy Court
District of North Dakota (Fargo)
Judge: Hon. Shon Hastings
Debtor's Counsel: Kenneth Corey-Edstrom, Esq.
LARKIN HOFFMAN DALY & LINDGREN LTD.
7900 Xerxes Ave. South, Ste. 1500
Minneapolis, MN 55431
Tel: 952-896-3380
Fax: 952-842-1719
E-mail: kcoreyedstrom@larkinhoffman.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Steve Mohr, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ndb16-30109.pdf
LI3 ENERGY: Swings to $393,000 Net Loss in Dec. 2015 Quarter
------------------------------------------------------------
Li3 Energy, Inc. turned to a net loss of $393,213 for the three
months ended Dec. 31, 2015, which is the Company's second fiscal
quarter. For the same period in 2014, the Company posted a net
income of $1,323,667.
Li3 Energy has established its business focus and strategy toward
identifying and pursuing business opportunities in lithium and
industrial minerals mining in the Americas. As of December 31,
2015, the Company had no source of current revenue, a cash balance
on hand of $3,447 and negative working capital of $1,422,734.
At Dec. 31, 2015, it had total assets of $7,995,184 against total
liabilities of $2,461,567 and total stockholders' equity of
5,530,576.
The Company's principal executive office is in Santiago de Chile,
Chile. It was incorporated under the laws of the State of Nevada
on June 24, 2005.
"Part of our strategic plan is to ensure that Minera Li (of which
the Company owns a non-controlling interest) explores and develops
the existing Maricunga Project in Chile while simultaneously
identifying other synergistic opportunities with new projects with
production potential that could also be advanced in an accelerated
manner, with the goal of becoming a company with valuable lithium,
potassium, nitrates and other industrial minerals properties," the
Company said in its Form 10-Q report filed with the U.S. Securities
and Exchange Commission.
The Company's three wholly owned subsidiaries include: Li3 Energy
Peru SRL, a subsidiary formed in Peru to explore mining
opportunities in Peru and in South America; Alfredo Holdings, Ltd.,
an exempted limited company incorporated under the laws of the
Cayman Islands; and Li3 Energy Copiapo, SA, a Chilean corporation,
which is a subsidiary of Alfredo.
Since October 22, 2014, the Company holds 40% of the shares in Noto
Energy SA, an Argentinean corporation and a previously 100% owned
subsidiary.
On January 27, 2014, the Company entered into a transaction with a
third party, Minera Salar Blanco SpA, subsequent to which MSB
became the majority holder of Minera Li, holding 51% of the
ownership interest. The Company retains a 49% ownership of Minera
Li. Minera Li holds 60% ownership of Sociedades Legales Mineras
Litio1 a 6 de la Sierra Hoyada de Maricunga ("SLM Litio 1-6"), a
group of six private companies, and the Cocina Mining Concessions.
"We have generated no revenues to date and do not anticipate
generating any revenues in the near term. Our activities have been
limited to capital formation, organization, acquisition of
interests in mining properties and limited exploration on the
Maricunga Project, of which we currently hold a minority interest.
The Company's operations will be subject to all the risks inherent
in the establishment of a developing enterprise and the
uncertainties arising from the absence of a significant operating
history. We may be unable to locate exploitable quantities of
mineral resources or operate on a profitable basis, or we may fail
to secure additional funding to support our operations," the
Company disclosed.
The Company also admitted its current negative working capital
position is not sufficient to maintain its basic operations for at
least the next 12 months.
The Company expects to finance its future operations primarily
through future equity or debt financing. However, there exists
substantial doubt about the Company's ability to continue as a
going concern because there is no assurance that it will be able to
obtain such capital, through equity or debt financing, or any
combination thereof, on satisfactory terms or at all, it added.
Additionally, no assurance can be given that any such financing, if
obtained, will be adequate to meet the Company’s ultimate capital
needs and to support its growth. If adequate capital cannot be
obtained on a timely basis and on satisfactory terms, then the
Company's operations would be materially negatively impacted.
A copy of the Company's Form 10-Q report is available at
http://1.usa.gov/1QRJ0Ye
LIBERTY TOWERS: Court Approves EisnerAmper as Accountants
---------------------------------------------------------
Liberty Towers Realty LLC sought and obtained permission from the
Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York to employ EisnerAmper LLP as
accountants, nunc pro tunc to February 29, 2016.
The Debtor requires EisnerAmper to:
(a) monitor the activities of the Debtor;
(b) prepare the monthly operating reports, budgets and
projections;
(c) review the filed claims for reasonableness against the
Debtor's records and filing schedules;
(d) attend meetings with the Debtor and her Counsel, meetings
with the Creditors and Court hearings;
(e) assist in the preparation of the Plan of Reorganization and
the Disclosure Statement;
(f) other assistance as the Debtor and counsel may deem
necessary.
EisnerAmper will be paid at these hourly rates:
Partner $510-$530
Director $450-$470
Senior Manager $370-$390
Manager $280-$295
Senior $260-$290
Staff Assistants/
Paraprofessionals $205-$260
EisnerAmper will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Based upon the nature of the case, the staffing of the engagement
and the services to be provided, Eisner estimates that the cost of
the proposed services will be between $45,000 and $75,000.
Ira Spiegel, director of EisnerAmper, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
EisnerAmper can be reached at:
Ira Spiegel
EisnerAmper LLP
750 Third Avenue
New York, NY 10017
Tel: (212) 891-4061
About Liberty Towers
Liberty Towers Realty LLC sought bankruptcy protection in
Brooklyn, New York (Bankr. E.D.N.Y. Case No. 14-45187) on Oct. 15,
2014, just three years after the dismissal of its previous Chapter
11 case. The petition was signed by Toby Luria as member. The
Debtor estimated assets and debts of $10 million to $50 million.
The Carlebach Law Group serves as the Debtor's counsel.
Liberty Towers' case was initially assigned to Judge Carla E.
Craig but has been reassigned to Judge Elizabeth S. Stong due to
Liberty's previous bankruptcy case (Case 11-42589). The previous
case was dismissed July 27, 2011.
Related entity Liberty Towers Realty I, LLC, also sought bankruptcy
protection (Case No. 14-45189) on Oct. 15, 2014.
LIFE PARTNERS: Fraud Cost to Linger for Decade, Trustee Says
------------------------------------------------------------
Tiffany Kary, writing for Bloomberg Brief, reported that Life
Partners Holdings Inc. was one of the biggest frauds in Texas
history and will take more than a decade to unwind, while costing
victims tens of millions of dollars, a bankruptcy trustee said.
According to the report, the company, which once sold shares of
life insurance policies on the elderly and the ill, defrauded
individual investors, many of whom were also elderly, on an even
wider scale than previously known, putting more than $1.4 billion
at risk, trustee H. Thomas Moran II said in an 89-page report filed
as part of the Life Partners bankruptcy.
"The Life Partners fraud deserves a place in Texas history as one
of the largest and longest-standing fraud schemes ever perpetrated
in this state," Mr. Moran said, the report cited.
Mr. Moran found that from 2007 to 2015 Life Partners received more
than $1.3 billion in funds from investors while misrepresenting the
life expectancies of the people covered by the insurance and paying
almost $400 million in undisclosed fees and commissions to the
people who sold the policies, the report related. He has said in
past court filings that the company understated life expectancies
in order to sell policies for more money. With such investments --
known as life settlements, viaticals or death bonds -- purchasers
must pay premiums to keep the policies active until the insured
dies and the death benefit is paid, the report related.
About Life Partners
Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is the parent company engaged in the
secondary market for life insurance, commonly called "life
settlements." Since its incorporation in 1991, Life Partners,
Inc. has completed over 162,000 transactions for its worldwide
client base of over 30,000 high net worth individuals and
institutions in connection with the purchase of over 6,500
policies totaling over $3.2 billion in face value.
LPHI is a publicly traded company incorporated in Texas and its
common stock has been delisted from the NASDAQ (formerly trading
under the symbol LPHI).
Life Partners Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20,
2015.
The case is assigned to Judge Russell F. Nelms. J. Robert
Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the
Debtor.
LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities
as of the Chapter 11 filing.
The official committee of unsecured creditors formed in the case
tapped Munsch Hardt Kopf & Harr, P.C., as counsel.
Tracy A. Bolt of BDO USA, LLP was named as examiner for the
Debtor's case. At the behest of the U.S. Securities and Exchange
Commission, the U.S. Trustee, and the Creditors Committee, the
Court ordered the appointment of a Chapter 11 trustee. On March
13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee
in LPHI's case. The trustee is represented by Thompson & Knight
LLP.
The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).
Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt. LPI Financial estimated
less than $50,000.
LIFE PARTNERS: Trustee Reports Results of Business Conduct Probe
----------------------------------------------------------------
H. Thomas Moran II ("Moran"), as chapter 11 trustee for Life
Partners Holdings, Inc. ("Life Partners"), has filed the Trustee's
Report Concerning His Investigation of the Debtors' Pre-Petition
Business Conduct ("Report"). The Report details the wide-ranging
scheme to defraud orchestrated by Brian Pardo, the company's former
CEO and chairman, together with a number of accomplices that
eventually forced the company into bankruptcy. The Report was
filed in compliance with Moran's duties as a chapter 11 trustee to
investigate and report.
As described in the Report, "the Life Partners fraud deserves a
place in Texas history as one of the largest and longest-standing
fraud schemes ever perpetrated in this State. The scheme has
already cost thousands of innocent Investors hundreds of millions
of dollars, which in many cases represented a material portion of,
or their entire, life savings."
Based on the fraud and resulting insolvency at Life Partners
described in the Report, the Trustee has commenced several more
lawsuits in his ongoing efforts to recover amounts on behalf of
defrauded Life Partners investors. Some of the lawsuits assert
claims against individuals and entities who participated in
marketing the fraudulent investments, including certain of the Life
Partners "master licensees," and seek recoveries for their role in
the fraudulent scheme.
In some cases, however, the claims the Trustee has brought assert
that the defendants received amounts that, under applicable state
or federal law, are recoverable as preferences or constructively
fraudulent conveyances for the benefit of the Life Partners
bankruptcy estate (and ultimately its defrauded investors) and
further allege the amounts are recoverable without regard to
whether their transfer resulted from any 'actual intent' to defraud
on the part of the recipients.
In some cases, the defendants are charities which received payments
from Life Partners. With respect to those lawsuits, Mr. Moran
stated that, "while it is our legal and fiduciary duty to recover
funds for distribution to defrauded investors, it is unfortunate
that the philanthropic missions of some charities were drawn into
Mr. Pardo's house of cards."
The above-mentioned Report and Complaints in the lawsuits are filed
in the U.S. Bankruptcy Court for the Northern District of Texas –
Fort Worth Division. For more information, including copies of the
Report and the Complaints, visit http://dm.epiq11.com/LFP
The trustee is represented by David M. Bennett, Richard B. Roper,
Jennifer R. Ecklund and Katharine B. Clark of Thompson & Knight
LLP.
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.
MAGNETATION LLC: Will Emerge from Bankruptcy by Middle of 2016
--------------------------------------------------------------
Bill Hanna at Mesabi Daily News Grand Rapids Herald-Review reported
that Magnetation LLC expects to emerge from bankruptcy sometime
during the middle of the year, said the company's CFO, Matt
Lehtinen.
The company has four plants on the Range, but three of them have
been "idled." Only Plant 4 near Grand Rapids remains in
production, with 350 workers on the job, Larry Lehtinen,
Magnetation CEO, told the Iron Range Resources & Rehabilitation
Board, who added the plants' future is dependent on the price of
iron ore.
However, an official with the International Union of Operating
Engineers Local 49, in a letter to IRRRB Commissioner Mark
Phillips, said Plant 1 near Keewatin is not just "idled," but will
be closed permanently.
The company, which recovers iron ore concentrate from taconite
waste tailings, secured $135 million in financing from certain
holders of senior secured notes to implement a restructuring as
part of the Chapter 11 reorganization filing.
About Magnetation LLC
Magnetation LLC -- http://www.magnetation.com/-- is a joint
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9%
owner).
Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings
basins.
Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.
Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth,
Minnesota, on May 5, 2015, after reaching a deal with secured
noteholders on a balance sheet restructuring. The cases are
assigned to Chief Judge Gregory F Kishel.
The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra,
Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone
Advisory
Partners LP as financial advisor; and Donlin, Recano & Company,
Inc., as the claims agent.
The Debtor's exclusive period for filing a plan and disclosure
statement ends Sept. 2, 2015.
The U.S. Trustee for Region 12 appointed three creditors of
Magnetation LLC to serve on an official committee of unsecured
creditors.
MAGNUM HUNTER: Affiliate & EQT Extend Contract, Settle Dispute
--------------------------------------------------------------
Magnum Hunter Resources Corporation and its debtor affiliates ask
the Bankruptcy Court in Delaware to approve a settlement between
debtor Alpha Hunter Drilling, LLC and EQT Production Company.
The settlement arises out of an IADC Drilling Bid Proposal and
Daywork Drilling Contract with an effective date of December 17,
2013, between Alpha and EQT. The Contract contemplates that Alpha
will provide EQT with four dedicated drilling rigs and crews for
drilling services. The Contract had an initial term of 12 months,
commencing on January 1, 2014 and expiring on December 31, 2014.
Following execution of the Contract in 2013, Alpha and EQT amended
the Contract on August 20, 2014 to extend the term of the Contract
by an additional 12 months
to December 31, 2015. Following extension of the Contract term,
EQT sent Alpha a notice on August 5, 2015 releasing dedicated rig
number 4 effective on the later of August 22, 2015 or at the
conclusion of drilling operations on the well then being drilled
with such rig. Simultaneously, EQT sent Alpha a notice releasing
dedicated rig number 8, effective on the later of August 20, 2015
or at the conclusion of drilling operations on the well then being
drilled with that rig.
In response, Alpha invoiced EQT for the termination fees due as a
result of EQT's early termination of rig 4 and rig 8. The
termination fees totaled $1,440,000 in the aggregate, calculated
based on the day rate for each released rig multiplied by the
number of days remaining under the term of the Contract.
On December 8, 2015, Alpha sent EQT a demand notice for the
outstanding Termination Fee.
As of the Petition Date, the Contract was executory, granting Alpha
the right to assume or reject the Contract under section 365 of the
Bankruptcy Code.
After analyzing the Contract, Alpha determined that the Contract
was beneficial to its estate because of the substantial revenue
accrued thereunder and the future revenues to be provided by EQT to
Alpha. As a result, Alpha approached EQT regarding a potential
extension
of the Contract.
At that time, the Termination Fee remained due and outstanding. To
induce EQT to amend the Contract, Alpha offered to reduce the
Termination Fee by 15% to $1,224,000.
In consideration for the Reduced Termination Fee, Alpha and EQT
executed an amendment to the Contract that, among other things,
modified certain fees thereunder and extended the term of the
Contract for an additional six months to July 1, 2016.
The Debtors said the amended Contract will provide Alpha
significant value in excess of the Termination Fee reduction.
Specifically, the Amended Contract is valued at approximately
$307,500 per month or $1,845,000 in the aggregate for the life of
the extension. In contrast, Alpha forfeited only $216,000 as a
result of the Reduced Termination Fee.
By the motion, Alpha and EQT seek approval of the Reduced
Termination Fee and a full and final mutual release of all claims
directly related to the Reduced Termination Fee, and Alpha seeks
authority to enter into the Amended Contract.
Upon Court approval of the request, EQT will pay Alpha the Reduced
Termination Fee. Additionally, Alpha will assume the Amended
Contract pursuant to the Debtors' Second Amended Joint Chapter 11
Plan.
About Magnum Hunter Resources
Magnum Hunter Resources Corporation is an oil and gas company
headquartered in Irving, Texas that primarily is engaged in the
acquisition, development, and production of oil and natural gas
reserves in the United States. MHRC and its affiliates own
interests in approximately 431,643 net acres in total and have
proved reserves with an industry value of approximately $234.5
million as of December 31, 2015. In the aggregate, MHRC generated
approximately $391.5 million in revenue from their operations in
2014 and generated approximately $169.3 million in revenues from
their operations for the ten months ended October 31, 2015.
Magnum Hunter Resources Corporation and 19 of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case
No. 15-12533) on Dec. 15, 2015. The petitions were signed by Gary
C. Evans as chairman and chief executive officer.
The Debtors have engaged Kirkland & Ellis, LLP as their general
counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC, as restructuring advisor, and Prime Clerk, LLC as notice,
claims and balloting agent.
As of Sept. 30, 2015, the Debtors reported approximately $1.1
billion in total liabilities, as well as $416.3 million in stated
value of preferred stock. The Debtors' significant funded debt
obligations include: (a) approximately $70 million in principal
amount of obligations under the Debtors' Bridge Financing
Facility; (b) approximately $336.6 million in principal amount of
obligations under the Debtors' second lien credit agreement; (c)
approximately $13.2 million in principal amount of Equipment and
Real Estate Notes; and (d) approximately $600 million in principal
amount of Notes.
Counsel to the agent under the Debtors' second lien credit facility
is Latham & Watkins LLP's J. Michael Chambers, Esq. The ad hoc
group of second lien lenders is represented by Weil, Gatshal &
Manges LLP's Joseph Smolinsky, Esq. and Gary Holtzer, Esq.
Counsel to the indenture trustee under the Debtors' 9.75% senior
unsecured notes due 2020 are Arent Fox LLP's Andrew I. Silfen, Esq.
and Jeffrey N. Rothleder, Esq. Counsel to the ad hoc group of
noteholders are Akin Gump Strauss Hauer & Feld LLP's Michael
Stamer, Esq. and Arik Preis, Esq.
The agent under the Debtors' debtor-in-possession credit facility
is represented by Shipman & Goodwin LLP's Nathan Z. Plotkin, Esq.
Counsel to the official committee of unsecured creditors is Ropes &
Gray LLP's Mark R. Somrestein, Esq.
MAGNUM HUNTER: Seeks Approval for SEC Settlement
------------------------------------------------
Magnum Hunter Resources Corp. reached a deal with federal
regulators to avoid more than $1 million in penalties related to
alleged financial reporting deficiencies, various new agencies
reported.
According to Jacqueline Palank, writing for Dow Jones' Daily
Bankruptcy Review, the oil and gas company is asking the U.S.
Bankruptcy Court in Wilmington, Del., to sign off on the $250,000
settlement with the Securities and Exchange Commission , which
accepted the settlement last week.
The deal, which doesn't include an admission of guilt from Magnum
Hunter, ensures the company won't face legal action by the SEC
related to the company's alleged violations of financial reporting
provisions under federal securities law, the report related.
"Based on the SEC's recent course of dealing with respect to
similar allegations, MHRC's maximum exposure could be well in
excess of $1 million if the SEC elected to pursue and ultimately
prevailed on all of its alleged claims against MHRC," the report
said, citing court papers.
According to the settlement, the alleged violations arose out of
Magnum Hunter's "rapid growth" between 2009 and 2011 due to a spate
of acquisitions of oil and gas properties, which strained the
company's accounting staff and resources, the report further
related. As a result, there were significant delays in preparing
the company's financial statements, among other issues, the report
added.
About Magnum Hunter
Magnum Hunter Resources Corporation is an oil and gas company
headquartered in Irving, Texas that primarily is engaged in the
acquisition, development, and production of oil and natural gas
reserves in the United States. MHRC and its affiliates own
interests in approximately 431,643 net acres in total and have
proved reserves with an industry value of approximately $234.5
million as of December 31, 2015. In the aggregate, MHRC generated
approximately $391.5 million in revenue from their operations in
2014 and generated approximately $169.3 million in revenues from
their operations for the ten months ended October 31, 2015.
Magnum Hunter Resources Corporation and 19 of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case
No. 15-12533) on Dec. 15, 2015. The petitions were signed by Gary
C. Evans as chairman and chief executive officer.
The Debtors have engaged Kirkland & Ellis, LLP as their general
counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC, as restructuring advisor, and Prime Clerk, LLC as notice,
claims and balloting agent.
As of Sept. 30, 2015, the Debtors reported approximately $1.1
billion in total liabilities, as well as $416.3 million in stated
value of preferred stock. The Debtors' significant funded debt
obligations include: (a) approximately $70 million in principal
amount of obligations under the Debtors' Bridge Financing
Facility;
(b) approximately $336.6 million in principal amount of
obligations
under the Debtors' second lien credit agreement; (c) approximately
$13.2 million in principal amount of Equipment and Real Estate
Notes; and (d) approximately $600 million in principal amount of
Notes.
MAGNUM HUNTER: Settles Rift with Texas Gas Over Pipeline Deal
-------------------------------------------------------------
Lawyers for both Magnum Hunter Resources Corp and Texas Gas
Transmission LLC announced at a bankruptcy court hearing on March
10 that both sides have struck a deal to resolve the first of
several requests by the Debtors to exit burdensome pipeline
agreements as part of the restructuring, Jacqueline Palank, writing
for Dow Jones Daily Bankruptcy Review, reported.
According to the minutes of the March 10 hearing: "Resolved -
Counsel will be filing a 9019 Motion, Adjourned matter to next
hearing."
Magnum Hunter in February sought Court approval to reject the
Precedent Agreement and the Ancillary Agreements and Credit Support
Agreement between Triad Hunter, LLC and Texas Gas Transmission,
LLC. Under the deal, Triad committed to purchase certain gas
transportation services from Texas Gas pursuant to the terms and to
the conditions of the Precedent Agreement and the related firm
transportation service agreement, negotiated rate letter agreement,
and additional zone agreement.
Triad's primary obligation under the Precedent Agreement is to
commit to purchase transportation services. The Precedent Agreement
itself does not contain any volume commitments or other minimum
revenue commitments, or any service rate or term/length commitment.
Rather, these terms are all contained in the Ancillary Agreements.
The Ancillary Agreements attached as appendices to the Precedent
Agreement have not yet been entered into and do not become
effective until after the conditions precedent under the Precedent
Agreement have been satisfied.
Pursuant to the Precedent Agreement, Texas Gas agreed to complete a
pipeline expansion project through mainline pipeline modifications
at certain compression stations, installation of new compression
units at existing stations, construction of a new compression
station, and construction of primary receipt and delivery capacity
at key interconnects along the pipeline as part of its proposed
Northern Supply Access Project.
The Credit Support Agreement outlines the terms and conditions of
the credit support Triad is obligated to provide under the
Precedent Agreement.
In their Motion to Reject, the Debtors said they have reviewed and
analyzed their contractual obligations to identify the contracts
that are burdensome to their estates and that may be rejected as
such. In their sound business judgment, the Debtors concluded that
the Precedent Agreement and the Credit Support Agreement constitute
an unnecessary drain on the Debtors' resources by reducing the
Debtors' ability to enter into alternative gas services agreements.
Further, to the Debtors' knowledge, Texas Gas has failed to satisfy
the conditions precedent to effectiveness in the 18 months since
the Debtors and Texas Gas executed the Precedent Agreement.
Absent rejection, the Precedent Agreement and the Credit Support
Agreement will continue to impose an undue burden on the Debtors
and their estates as they wait for Texas Gas to perform under the
Precedent Agreement and commence the Project, the Debtors said.
Texas Gas objected to the Motion to Reject.
The Official Committee of Unsecured Creditors supported the
Debtors' bid.
Texas Gas is represented in the case by:
ASHBY & GEDDES, P.A.
William P. Bowden, Esq.
Benjamin W. Keenan, Esq.
500 Delaware Avenue, 8th Floor
Wilmington, DE 19801
Telephone: (302) 654-1888
Facsimile: (302) 654-2067
Email: wbowden@ashby-geddes.com
bkeenan@ashby-geddes.com
- and -
GARDERE WYNNE SEWELL LLP
John P. Melko, Esq.
Michael K. Riordan, Esq.
1000 Louisiana, Suite 3400
Houston, TX 77002
Telephone: (713) 276-5727
Facsimile: (713) 276-6178
E-mail: jmelko@gardere.com
mriordan@gardere.com
About Magnum Hunter Resources
Magnum Hunter Resources Corporation is an oil and gas company
headquartered in Irving, Texas that primarily is engaged in the
acquisition, development, and production of oil and natural gas
reserves in the United States. MHRC and its affiliates own
interests in approximately 431,643 net acres in total and have
proved reserves with an industry value of approximately $234.5
million as of December 31, 2015. In the aggregate, MHRC generated
approximately $391.5 million in revenue from their operations in
2014 and generated approximately $169.3 million in revenues from
their operations for the ten months ended October 31, 2015.
Magnum Hunter Resources Corporation and 19 of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case
No. 15-12533) on Dec. 15, 2015. The petitions were signed by Gary
C. Evans as chairman and chief executive officer.
The Debtors have engaged Kirkland & Ellis, LLP as their general
counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC, as restructuring advisor, and Prime Clerk, LLC as notice,
claims and balloting agent.
As of Sept. 30, 2015, the Debtors reported approximately $1.1
billion in total liabilities, as well as $416.3 million in stated
value of preferred stock. The Debtors' significant funded debt
obligations include: (a) approximately $70 million in principal
amount of obligations under the Debtors' Bridge Financing
Facility; (b) approximately $336.6 million in principal amount of
obligations under the Debtors' second lien credit agreement; (c)
approximately $13.2 million in principal amount of Equipment and
Real Estate Notes; and (d) approximately $600 million in principal
amount of Notes.
Counsel to the agent under the Debtors' second lien credit facility
is Latham & Watkins LLP's J. Michael Chambers, Esq. The ad hoc
group of second lien lenders is represented by Weil, Gatshal &
Manges LLP's Joseph Smolinsky, Esq. and Gary Holtzer, Esq.
Counsel to the indenture trustee under the Debtors' 9.75% senior
unsecured notes due 2020 are Arent Fox LLP's Andrew I. Silfen, Esq.
and Jeffrey N. Rothleder, Esq. Counsel to the ad hoc group of
noteholders are Akin Gump Strauss Hauer & Feld LLP's Michael
Stamer, Esq. and Arik Preis, Esq.
The agent under the Debtors' debtor-in-possession credit facility
is represented by Shipman & Goodwin LLP's Nathan Z. Plotkin, Esq.
Counsel to the official committee of unsecured creditors is Ropes &
Gray LLP's Mark R. Somrestein, Esq.
MAGNUM HUNTER: Settles SEC Dispute for $250,000
-----------------------------------------------
Magnum Hunter Resources Corporation and its debtor affiliates ask
the U.S. Bankruptcy Court to approve a settlement agreement with
the Securities and Exchange Commission.
The deal arises out of a series of alleged prepetition failures on
the part of MHRC and certain members of its management team to
properly implement, maintain, and/or assess internal control over
financial reporting. According to the SEC, the failures resulted in
MHRC's violation of certain provisions of the Securities Exchange
Act of 1934 and certain of the rules promulgated thereunder. The
SEC alleged that MHRC is liable for certain civil penalties arising
out of the purported violations.
Under the terms of the Offer of Settlement, MHRC agreed to cease
and desist from any further violations of certain provisions of the
Exchange Act and Exchange Act Rules and pay a civil penalty in the
amount of $250,000 in full settlement of the SEC's alleged claims.
MHRC deposited the Settlement Funds into the trust account of
Norton Rose Fulbright US LLP, the legal counsel that has
represented MHRC before the SEC in connection with this matter,
contemporaneously with its submission of the Offer of Settlement to
the SEC.
Based on the SEC's recent course of dealing with respect to similar
allegations, MHRC's maximum exposure could be well in excess of $1
million if the SEC elected to pursue and ultimately prevailed on
all of its alleged claims against MHRC.
A hearing on the matter is set for March 31. Objections are due
March 24.
About Magnum Hunter Resources
Magnum Hunter Resources Corporation is an oil and gas company
headquartered in Irving, Texas that primarily is engaged in the
acquisition, development, and production of oil and natural gas
reserves in the United States. MHRC and its affiliates own
interests in approximately 431,643 net acres in total and have
proved reserves with an industry value of approximately $234.5
million as of December 31, 2015. In the aggregate, MHRC generated
approximately $391.5 million in revenue from their operations in
2014 and generated approximately $169.3 million in revenues from
their operations for the ten months ended October 31, 2015.
Magnum Hunter Resources Corporation and 19 of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case
No. 15-12533) on Dec. 15, 2015. The petitions were signed by Gary
C. Evans as chairman and chief executive officer.
The Debtors have engaged Kirkland & Ellis, LLP as their general
counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC, as restructuring advisor, and Prime Clerk, LLC as notice,
claims and balloting agent.
As of Sept. 30, 2015, the Debtors reported approximately $1.1
billion in total liabilities, as well as $416.3 million in stated
value of preferred stock. The Debtors' significant funded debt
obligations include: (a) approximately $70 million in principal
amount of obligations under the Debtors' Bridge Financing
Facility; (b) approximately $336.6 million in principal amount of
obligations under the Debtors' second lien credit agreement; (c)
approximately $13.2 million in principal amount of Equipment and
Real Estate Notes; and (d) approximately $600 million in principal
amount of Notes.
Counsel to the agent under the Debtors' second lien credit
facility:
Latham &Watkins LLP
811 Main Street, Suite 3700
Houston, TX 77002
Attn: J. Michael Chambers, Esq.
Counsel to the ad hoc group of second lien lenders:
Weil, Gatshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attn: Joseph Smolinsky, Esq.
Gary Holtzer, Esq.
Counsel to the indenture trustee under the Debtors' 9.75% senior
unsecured notes due 2020:
Arent Fox LLP
1675 Broadway
New York, NY 10019
Attn: Andrew I. Silfen
- and -
Arent Fox LLP
1717 K Street, NW
Washington, DC 20006
Attn: Jeffrey N. Rothleder
Counsel to the ad
hoc group of noteholders:
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
Bank of America Tower
New York, NY 10036
Attn: Michael Stamer, Esq.
Arik Preis, Esq.
Counsel to the agent under the Debtors' debtor-in-possession credit
facility:
Shipman & Goodwin LLP
One Constitution Plaza
Hartford, CT 06103
Attn: Nathan Z. Plotkin, Esq.
Counsel to the official committee of unsecured creditors appointed
in these chapter 11 cases:
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
Attn: Mark R. Somrestein, Esq.
MAGNUM HUNTER: Wants Lease Decision Deadline Moved to July 12
-------------------------------------------------------------
Magnum Hunter Resources Corporation and its debtor affiliates seek
entry of an order extending the time to assume or reject unexpired
leases of nonresidential real property by 90 days, from April 13,
2016, through and including July 12, 2016, without prejudice to the
right of the Debtors to seek further extensions with the consent of
the affected counterparties to the Unexpired Leases.
The Debtors explain that in the event their Second Amended Joint
Chapter 11 Plan is not confirmed, the Debtors will need additional
time to review the terms of the Unexpired Leases to determine
whether assumption of such Unexpired Leases is consistent with the
Debtors go-forward restructuring objectives. To ensure that the
Debtors maintain flexibility with respect to the Unexpired Leases
as the Debtors' restructuring continues, the Debtors seek the
90-day extension.
The Debtors are parties to approximately 30 unexpired leases, which
include surface lease agreements, federal oil and gas leases, and
certain other leases. Many of the Unexpired Leases are sources of
revenue, act as accommodation agreements between the Debtors and
their business partners, and support the Debtors' exploration and
production businesses. Accordingly, many of the Unexpired Leases
are highly valuable assets of the Debtors' estates and axe integral
to the continued operation of the
Debtors' businesses.
Pending their decision to assume or reject each Unexpired Lease,
the Debtors intend to perform all of their undisputed obligations
arising from and after the Petition Date, in a timely fashion, to
the extent required by section 365(d)(4) of the Bankruptcy Code,
including the payment of postpetition rent obligations.
The Debtors' decision to assume or reject the Unexpired Leases is
subject to the consent of the ad hoc group of second lien lenders
and the ad hoc group of noteholders for so long as the
Restructuring Support Agreement remains in full force and effect.
The Debtors believe that the federal oil and gas leases constitute
freehold real property interests and are not "unexpired leases of
nonresidential real property" as contemplated by section
365(d)(4)(A) of the Bankruptcy Code. Nonetheless, out of an
abundance of caution, and without prejudice to the Debtors' later
determination as to the nature of these federal oil and gas leases,
the Debtors are requesting an extension of of the 120-day period to
assume or reject unexpired leases of nonresidential real property
under section 365(d)(4) for their federal oil and gas leases to the
extent such leases are subject to section 365(d)(4).
About Magnum Hunter Resources
Magnum Hunter Resources Corporation is an oil and gas company
headquartered in Irving, Texas that primarily is engaged in the
acquisition, development, and production of oil and natural gas
reserves in the United States. MHRC and its affiliates own
interests in approximately 431,643 net acres in total and have
proved reserves with an industry value of approximately $234.5
million as of December 31, 2015. In the aggregate, MHRC generated
approximately $391.5 million in revenue from their operations in
2014 and generated approximately $169.3 million in revenues from
their operations for the ten months ended October 31, 2015.
Magnum Hunter Resources Corporation and 19 of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case
No. 15-12533) on Dec. 15, 2015. The petitions were signed by Gary
C. Evans as chairman and chief executive officer.
The Debtors have engaged Kirkland & Ellis, LLP as their general
counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC, as restructuring advisor, and Prime Clerk, LLC as notice,
claims and balloting agent.
As of Sept. 30, 2015, the Debtors reported approximately $1.1
billion in total liabilities, as well as $416.3 million in stated
value of preferred stock. The Debtors' significant funded debt
obligations include: (a) approximately $70 million in principal
amount of obligations under the Debtors' Bridge Financing
Facility; (b) approximately $336.6 million in principal amount of
obligations under the Debtors' second lien credit agreement; (c)
approximately $13.2 million in principal amount of Equipment and
Real Estate Notes; and (d) approximately $600 million in principal
amount of Notes.
Counsel to the agent under the Debtors' second lien credit facility
is Latham & Watkins LLP's J. Michael Chambers, Esq. The ad hoc
group of second lien lenders is represented by Weil, Gatshal &
Manges LLP's Joseph Smolinsky, Esq. and Gary Holtzer, Esq.
Counsel to the indenture trustee under the Debtors' 9.75% senior
unsecured notes due 2020 are Arent Fox LLP's Andrew I. Silfen, Esq.
and Jeffrey N. Rothleder, Esq. Counsel to the ad hoc group of
noteholders are Akin Gump Strauss Hauer & Feld LLP's Michael
Stamer, Esq. and Arik Preis, Esq.
The agent under the Debtors' debtor-in-possession credit facility
is represented by Shipman & Goodwin LLP's Nathan Z. Plotkin, Esq.
Counsel to the official committee of unsecured creditors is Ropes &
Gray LLP's Mark R. Somrestein, Esq.
MARK TECHNOLOGIES: Case Summary & 15 Unsecured Creditors
--------------------------------------------------------
Debtor: Mark Technologies Corporation
12501 Whitewater Canyon Rd.
Whitewater, CA 92282
Case No.: 16-12192
Chapter 11 Petition Date: March 11, 2016
Court: United States Bankruptcy Court
Central District of California (Riverside)
Judge: Hon. Wayne E. Johnson
Debtor's Counsel: Todd L Turoci, Esq.
THE TUROCI FIRM
3845 Tenth Street
Riverside, CA 92501
Tel: 951-784-1678
Fax: 866-762-0618
Email: mail@theturocifirm.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Mark G. Jones, president.
List of Debtor's 15 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Alta Mesa Phase III Partners Judgment/Order $1,222,037
15445 Innovation Drive for Attorney
San Diego, CA 92128 Fees
Joshua Pearson
Joshua.Pearson@EDF-RE.com
Tel: (858)521-3467
Alta Mesa Phase III Partners Judgment of $40,421
15445 Innovation Drive Court Costs
San Diego, CA 92128
Joshuan Pearson
Joshua.Pearson@EDF-RE.com
Tel: (858) 521-3467
Best Best & Krieger, LLP Invoice for $49,423
Douglas Phillips Professional
douglas.phillips.bklaw.com services
EDF Renewable Energy, Inc. Judgment of $40,421
Joshua Pearson Court costs
Joshua.Pearson@EDF-RE.com
EDF Renewable Energy, Inc. Court-imposed $2,740
Joshua Pearson sanctions
Joshua.Pearson@EDF-RE.com
EDF Renewable Energy, Inc. Judgment from $8,838,917
15445 Innovation Drive Civil Trial
San Diego, CA 92128
Joshua Pearson
Joshua.Pearson@EDF-RE.com
Tel: (858) 521-3467
EDF Renewable Energy, Inc. Judgment/Order $1,222,037
15445 Innovation Drive for Attorney
San Diego, CA 92128 Fees
Joshua Pearson
Joshua.Pearson@EDF.RE.com
Tel: (858) 521-3467
EDF Renewable Services, Inc. Judgment/Order $1,222,037
15445 Innovation Drive for Attorney
San Diego, CA 92128 Fees
Joshua Pearson
Joshua.Pearson@EDF.RE.com
Tel: (858) 521-3467
EDF Renewable Services, Inc. Judgment of $40,421
Joshua Pearson Court Costs
Joshua.Pearson@EDF.RE.com
EDF Renewable Windfarm IV, Inc. Judgment/Order $1,222,037
15445 Innovation Drive for Attorney
San Diego, CA 92128 Fees
Joshua Pearson
Joshua.Pearson@EDF-RE.com
Tel: (858) 521-3467
EDF Renewable Windfarm, IV, Inc. Judgment of $40,421
Joshuan Pearson Court costs
Joshua.Pearson@EDF-RE.com
Law Office of Gary R. Kershner Professional $88,962
Gary Kershner services
grk@kershnerlaw.com
McKay Burton and Thurman, P.C. Professional $152,927
Bruce Boehm services
McKay Burton
bboehm@mbt-law.com
Thompson Welch Soroko & Professional $65,351
Gilbert LLP services
Russell F. Rowen
Thompson Welch
rrowen@twsglaw.com
Utah Resources Return of $1,527,406
International, Inc. Payments for
303 East Wacker Drive Stock Buy
Suite 311 Back
Chicago, IL 60601
Craig M. White, Esq.
Cwhite@bakerlaw.com
Tel: (312) 416-6207
MEG ENERGY: Bank Debt Trades at 28% Off
---------------------------------------
Participations in a syndicated loan under which MEG Energy Corp is
a borrower traded in the secondary market at 71.58
cents-on-the-dollar during the week ended Friday, March 4, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.63 percentage points from the
previous week. MEG Energy pays 275 basis points above LIBOR to
borrow under the $1.287 billion facility. The bank loan matures on
March 16, 2020 and carries Moody's B3 rating and Standard & Poor's
BB+ rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended March 4.
METALDYNE CORP: Bank Debt Trades at 3% Off
------------------------------------------
Participations in a syndicated loan under which Metaldyne Corp is a
borrower traded in the secondary market at 96.63
cents-on-the-dollar during the week ended Friday, March 4, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.85 percentage points from the
previous week. Metaldyne Corp pays 275 basis points above LIBOR to
borrow under the $1.072 billion facility. The bank loan matures on
Oct. 5, 2021 and carries Moody's Ba3 rating and Standard & Poor's
BB+ rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended March 4.
MF GLOBAL: Bondholders, Underwriters Reach $29.8M Settlement
------------------------------------------------------------
Reuters' Jonathan Stempel reports that investors who lost money
when MF Global Holdings Ltd collapsed reached a $29.83 million
settlement with five underwriters that helped MF Global sell bonds
in the summer of 2011, less than three months before it went
bankrupt. The preliminary deal resolves class action claims
against:
-- Leucadia National Corp's Jefferies LLC unit;
-- units of Bank of Montreal,
-- Natixis SA,
-- US Bancorp, and
-- Lebenthal & Co.
According to papers filed on March 11 in the U.S. District Court in
Manhattan, the underwriter defendants denied wrongdoing.
The report recounts that investors led by the Virginia Retirement
System and the Canadian province of Alberta accused the defendants
of making false and misleading statements when they helped MF
Global sell $325 million of 6.25% senior notes in August 2011, or
were liable for misstatements in the bonds' offering materials.
The settlement is subject to court approval.
Reuters said Friday's deal would boost the investors' total
recovery to about $234 million, including:
-- $74.9 million from other underwriters,
-- $65 million from the auditor PricewaterhouseCoopers, and
-- $64.5 million from Jon Corzine and other MF Global
officials.
The case is In re: MF Global Holdings Ltd Securities Litigation,
U.S. District Court, Southern District of New York, No. 11-07866.
About MG Global
New York-based MF Global -- http://www.mfglobal.com/-- was one
of the world's leading brokers of commodities and listed
derivatives.
MF Global provides access to more than 70 exchanges around the
world. The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York. MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.
On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.
On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases. At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.
On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).
On Dec. 27, the Court entered an order installing Mr. Freeh as
Chapter 11 Trustee of the New Debtors.
On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as
bankruptcy counsel. The Garden City Group, Inc., serves as claims
and noticing agent. The petition was signed by Bradley I. Abelow,
Executive Vice President and Chief Executive Officer of MF Global
Finance USA Inc.
The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.
The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers
at Proskauer Rose LLP serve as counsel.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of Goldman
Sachs Group Inc., stepped down as chairman and chief executive
officer of MF Global just days after the bankruptcy filing.
In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets. Bloomberg News reported that the
court-approved disclosure statement initially told creditors with
$1.134 billion in unsecured claims against the parent holding
company why they could expect a recovery of 13.4% to 39.1% from
the plan. As a consequence of a settlement with JPMorgan,
supplemental materials informed unsecured creditors their
recovery was reduced to the range of 11.4% to 34.4%. Bank
lenders will have the same recovery on their $1.174 billion
claim against the holding company. As a consequence of the
settlement, the predicted recovery became 18% to 41.5% for
holders of $1.19 billion in unsecured claims against the
finance subsidiary, one of the companies under the umbrella
of the holding company trustee. Previously, the predicted
recovery was 14.7% to 34% on bank lenders' claims against
the finance subsidiary.
MF GLOBAL: Singapore Customers to be Repaid
-------------------------------------------
Sebastian Tong, writing for Bloomberg Brief, reported that MF
Global Singapore creditors may receive 100 percent of admitted
unsecured claims, its liquidator KPMG said in a statement.
According to the report, KPMG said it intends to declare final
distribution of customers' proprietary funds to all identified
customers. Liquidators have recovered a total of $467.2 million of
customer segregated funds, the report related.
About MG Global
New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world. The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York. MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.
On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA
Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case
Nos. 11-15059 and 11-5058), after a planned sale to Interactive
Brokers Group collapsed. As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.
On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases. At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.
On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions
(Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On
Dec. 27, the Court entered an order installing Mr. Freeh as
Chapter
11 Trustee of the New Debtors.
On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J.
Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as
bankruptcy counsel. The Garden City Group, Inc., serves as claims
and noticing agent. The petition was signed by Bradley I. Abelow,
Executive Vice President and Chief Executive Officer of MF Global
Finance USA Inc.
The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.
The Official Committee of Unsecured Creditors has retained
Capstone
Advisory Group LLC as financial advisor, while lawyers at
Proskauer
Rose LLP serve as counsel.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of Goldman
Sachs Group Inc., stepped down as chairman and chief executive
officer of MF Global just days after the bankruptcy filing.
In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets. Bloomberg News reported that the
court-approved disclosure statement initially told creditors with
$1.134 billion in unsecured claims against the parent holding
company why they could expect a recovery of 13.4% to 39.1% from
the
plan. As a consequence of a settlement with JPMorgan,
supplemental
materials informed unsecured creditors their recovery was reduced
to the range of 11.4% to 34.4%. Bank lenders will have the same
recovery on their $1.174 billion claim against the holding
company.
As a consequence of the settlement, the predicted recovery became
18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary, one of
the companies under the umbrella of the holding company trustee.
Previously, the predicted recovery was 14.7% to 34% on bank
lenders' claims against the finance subsidiary.
The Troubled Company Reporter, on Feb. 12, 2016, citing Bloomberg
Brief, reported that the liquidation of MF Global Inc. assets ended
Feb. 9 with former customers of the bankrupt futures commission
merchant being made 100 percent whole, the trustee for the
liquidation, James Giddens, said.
MID-STATES SUPPLY: Creditors' Panel Taps Gardere Wynne as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mid-States Supply
Company, Inc. seeks authorization from the U.S. Bankruptcy Court
for the Western District of Missouri to retain Gardere Wynne Sewell
LLP as counsel to the Committee, effective February 15, 2016.
The Committee requires Gardere Wynne to:
(a) advise the Committee on its rights, obligations, and powers
in this case and as required by section 1103 of the
Bankruptcy Code;
(b) appear before this Court and others on the Committee's
behalf on all matters involving this bankruptcy estate, the
Committee, or this case;
(c) prepare and file for the Committee all necessary
applications, motions, pleadings, orders, reports and other
legal papers, and appearing on the Committee's behalf in
proceedings instituted by, against, or involving the
Debtor, the Committee, or this case;
(d) represent the Committee on any potential claim against or
by third parties;
(e) assist the Committee in investigating and analyzing, among
other things, the actions, assets, liabilities, and
financial condition of the Debtor, the Debtor's assets and
business operations, including disposition of those assets,
and any other matters relevant to this case and the
interests of unsecured creditors;
(f) assist the Committee in examining claims filed against the
Debtor to determine whether any asserted claims are
objectionable or otherwise improper;
(g) advise the Committee on matters relevant to the case and
the formulation of a plan;
(h) advise the Committee on any potential sale or other
disposition of any estate asset;
(i) consult with the Debtor, its representatives, and
professionals regarding the administration of this case;
and
(j) perform all other legal services necessary for and
requested by the Committee in connection with this case and
the Committee's duties therein.
Gardere Wynne will be paid at these hourly rates:
Marcus Helt, partner $575
Michael Haynes, partner $535
Thomas Scannell, associate $415
Karen Oliver, paralegal $290
Partners $485-$950
Associates $240-$565
Paraprofessionals $215-$345
Gardere Wynne will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael S. Haynes, partner of Gardere Wynne, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Pursuant to the 2013 Fee Guidelines for Attorneys in Larger Chapter
1 cases, Gardere Wynne stated:
-- Gardere Wynne has agreed to voluntarily discount its hourly
rates charged in this case for the two lead attorneys on
this engagement - Marcus Helt and Michael Haynes - will
discount their standard hourly rates by 10%, reserving the
right to request approval of the discounted 10% at the
conclusion of this engagement if authorized by the Committe.
-- The budget period covers February 15, 2016 through May 2016.
Gardere Wynne can be reached at:
Michael S. Haynes, Esq.
GARDERE WYNNE SEWELL LLP
3000 Thanksgiving Tower
1601 Elm Street, Suite 3000
Dallas, TX 75201
Tel: (214) 999-4818
Fax: (214) 999-3818
E-mail: mhaynes@gardere.com
About Mid-States Supply Company
Founded and headquartered in Kansas City, Missouri, Mid-States
Supply Company, Inc., is a supplier of pipes, valves and fittings
to ethanol, pipeline and power industries in the United States.
Mid-States Supply Company filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Mo. Case No. 16-40271) on Feb. 7, 2016, to pursue a
sale of substantially all assets. The petition was signed by
Stuart Noyes, the chief restructuring officer.
The Debtor estimated both assets and liabilities in the range of
$50 million to $100 million.
The Debtor has engaged Spencer Fane LLP as counsel; Winter Harbor
LLC as financial advisor; Tarsus CFO Services, LLC as chief
financial officer services provider; and Epiq Bankruptcy Solutions,
LLC as claims and noticing agent. The Debtor also tapped SSG
Advisors, LLC and Frontier Investment Banc Corporation as
investment bankers,
On Feb. 12, 2016, the Office of the United States Trustee appointed
an Official Committee of Unsecured Creditors to represent the
interests of all unsecured creditors in this Case pursuant to
Section 1102 of the Bankruptcy Code. The Committee tapped Gardere
Wynne Sewell LLP as counsel.
MITEL NETWORKS: S&P Maintains 'B+' CCR on CreditWatch Negative
--------------------------------------------------------------
Standard and Poor's Ratings Services said it maintained its
CreditWatch on all of its ratings on Ottawa-based telephony
hardware and software provider Mitel Networks Corp., including its
'B+' long-term corporate credit rating and issue-level ratings on
the company. The ratings were placed on CreditWatch with negative
implications on Sept. 21, 2015.
Standard & Poor's initially placed its ratings on Mitel on
CreditWatch due to tight headroom on the company's debt-to-EBITDA
covenant. Shortly thereafter, Mitel entered into an amendment that
provided covenant relief for three measurement periods, with
covenants resetting to their original levels at the June 2016 test
period. In the past several months, S&P maintained its CreditWatch
placement because S&P believed that headroom would tighten once the
relief period ended--a view that remains intact.
"We are continuing to maintain our CreditWatch negative placement
on Mitel because we expect headroom on the company's debt-to-EBITDA
covenant to be very tight at the June and December 2016 measurement
periods," said Standard & Poor's credit analyst David Fisher. "Any
earnings shortfall relative to our forecast, possibly as a result
of foreign currency headwinds or weaker-than-expected market
conditions, could cause a covenant breach,"
Mr. Fisher added.
S&P bases its ratings on Mitel on S&P's weak business risk profile
and significant financial risk profile assessments on the company
and S&P's less than adequate liquidity assessment. Less than
adequate liquidity reflects forecast covenant headroom of below
10%.
S&P expects to resolve the CreditWatch within the next 90 days.
S&P would likely lower the ratings on Mitel during this time if the
company fails to improve headroom on its debt-to-EBITDA covenant to
about 15% (based on S&P's forecast ratios) at each measurement over
the next year.
MOLYCORP INC: Oaktree to Get 92.5% Equity in Reorganized Debtor
---------------------------------------------------------------
Molycorp, Inc., et al., filed with the U.S. Bankruptcy Court for
the District of Delaware a further revised joint plan of
reorganization to, among other things, include the terms of the
Plan Settlement Agreement.
The Plan Settlement Agreement was entered into among Oaktree
Capital Management, the Debtors, the Official Committee of
Unsecured Creditors, and National Union Fire Insurance Company Of
Pittsburgh, Pa., to resolve asserted claims against Oaktree and the
Debtors' Directors & Officers and to address related Chapter 11
issues.
The Settlement Agreement provides that in exchange for a full and
final release from all claims and causes of action, including from
the Committee's litigation in the Adversary Proceeding, granted to
Oaktree, its affiliates, and their respective Representatives,
holders of claims in Class 5A, including the deficiency claims of
the holders of 10% Notes will receive 7.5% and Oaktree will receive
92.5% of the Reorganized Parent Common Equity subject to dilution
on a pro rata basis for stock award plans for directors and
officers of the Reorganized Debtors, subject to the terms hereof.
Oaktree will not receive a distribution in excess of 100% of its
allowed claims in the amount of $513.8 million.
Under the revised Plan, (a) the Convertible Notes Claims with
respect to the 3.25% Convertible Senior Notes due 2016 will be
allowed in the amount of $210,051,095.97, (b) the Convertible Notes
Claims with respect to the 6.00% Convertible Senior Notes due 2017
will be allowed in the amount of $390,262,734.00, and (c) the
Convertible Notes Claims with respect to the 5.50% Convertible
Senior Notes due 2018 will be allowed in the amount of
$152,215,658.
As previously reported by The Troubled Company Reporter, under the
proposed settlement, unsecured creditors (including deficiency
claims arising from the 10% senior secured notes) would receive
7.5% of the reorganized company's equity in the event of a
standalone reorganization plan, with Oaktree receiving 92.5% of the
reorganized equity. If there is a sale of the entire company
under the plan, unsecured creditors (again, including deficiency
claims) would receive 7.5% of the proceeds of the sale, with
Oaktree receiving 92.5%. Under the standalone option, the
company's reorganized equity value would be $417 million, meaning
that the unsecured claim distribution would be valued at $31.3
million. Unsecured creditors would also receive $2 million in cash
to fund a cash-out program for trade creditors.
According to the report, Oaktree's recovery under either a
standalone plan or an entire company sale would be capped at $513.8
million (compared to $520.8 million under the current proposed
plan). If sale proceeds exceed that distribution amount, the
excess would be allocated to unsecured creditors.
The Plan contemplates two possible alternative plan structures: (1)
the sale of substantially all of the Debtors' assets pursuant to
the Plan and distributions to creditors of the net proceeds from
such sale on the effective date of the Plan; or (2) if the Debtors'
sales process is unsuccessful in attracting a bid (or combination
of bids) sufficient to trigger the conditions for the Entire
Company Sale or the Debtors are otherwise unable to consummate the
Entire Company Sale, (a) the sale of the Debtors' Mountain Pass
rare earth mining facility and related assets and (b) a stand-alone
reorganization around the Debtors' three remaining business units;
provided, however, that if the Molycorp Minerals Assets Sale cannot
be consummated but all other conditions to the Effective Date have
been satisfied or waived, the Stand-Alone Reorganization will mean
the stand-alone reorganization around the Debtors' three remaining
Business Units.
A full-text copy of the Plan dated March 11, 2016, is available at
http://bankrupt.com/misc/MOLYCORPplan0311.pdf
A full-text copy of the Plan filed March 4, 2016, is available at
http://bankrupt.com/misc/MOLYCORPplan0304.pdf
The Debtors are represented by M. Blake Cleary, Esq., Edmon L.
Morton, Esq., Justin H. Rucki, Esq., and Ashley E. Jacobs, Esq., at
Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware; and
Paul D. Leake, Esq., Lisa Laukitis, Esq., and George R. Howard,
Esq., at Jones Day, in New York; and Brad B. Erens, Esq., and
Joseph M. Tiller, Esq., at Jones Day, in Chicago, Illinois.
Oaktree is represented by Robert J. Dehney, Esq., Gregory W.
Werkheiser, Esq., and Andrew R. Remming, Esq., at Morris, Nichols,
Arsht & Tunnell LLP, in Wilmington, Delaware; and Dennis F. Dunne,
Esq., Samuel A. Khalil, Esq., and Lauren C. Doyle, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York; and Andrew M.
Leblanc, Esq., and Aaron L. Renenger, Esq., at Milbank, Tweed,
Hadley & McCloy LLP, in Washington, D.C.
The Committee is represented by William P. Bowden, Esq., Esq., and
Gregory A. Taylor, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware; and Luc A. Despins, Esq., and Andrew Tenzer, Esq., at
Paul Hastings LLP, in New York.
About Molycorp, Inc.
Molycorp Inc. -- http://www.molycorp.com/-- is a global rare
earths and rare metals producer. Molycorp owns several prominent
rare earth processing facilities around the world. It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.
Molycorp has corporate offices in the United States, Canada and
China. CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada. Other senior management members are located at its U.S.
corporate headquarters in Greenwood Village, Colorado.
Molycorp reported a net loss of $623 million in 2014, a net loss
of $377 million in 2013 and a net loss of $475 million in 2012.
As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.
Molycorp and its North American subsidiaries, together with
certain of its non-operating subsidiaries outside of North
America, filed Chapter 11 voluntary petitions in Delaware (Bankr.
D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching
agreement with a group of lenders on a financial restructuring.
The Chapter 11 cases of Molycorp and 20 affiliated debts are
pending before Judge Christopher S. Sontchi.
The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.
The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings. Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from
the filings as it is not 100% owned by the Company.
Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from
AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt &
Taylor LLP act as legal counsel to the Company in this process.
Prime Clerk serves as claims and noticing agent.
Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.
On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case
of Molycorp Inc. appointed eight creditors of the company to serve
on the official committee of unsecured creditors.
* * *
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing to consideration confirmation of Molycorp, Inc.,
et al.'s Plan, including the approval of the sale of substantially
all of the Debtors' assets pursuant to the Plan, on March 28, 2016,
10:00 a.m., Eastern Time.
Judge Christopher Sontchi in Delaware approved the disclosure
statement explaining the Debtors' Plan on Jan. 20, 2015, after the
Debtors revised the Disclosure Statement to incorporate certain
modifications directed by the Court during the Jan. 14 hearing.
The Plan contemplates two possible outcomes: (1) the sale of
substantially all of the Debtors' assets if certain conditions set
forth in the Plan are satisfied and (2) (a) the sale of the assets
associated with the Debtors' Mountain Pass mining facility in San
Bernardino County, California; and (b) the stand-alone
reorganization around the Debtors' other three business units.
MOLYCORP INC: PBGC Objects to Ch. 11 Plan's Third-Party Releases
----------------------------------------------------------------
Pension Benefit Guaranty Corporation reserved its rights under
Molycorp, Inc., et al.'s Plan of Reorganization.
The PBGC complained that the release provisions of the Plan are
overbroad, could be interpreted to release non-debtors for
fiduciary breaches arising under the Employee Retirement Income
Security Act of 1974, as amended, and are in violation of federal
law. Because PBGC is presumed to accept the Plan as a creditor
with non-voting status, it has not received a ballot and cannot
elect to opt out of the Plan's third-party releases. Thus, the
PBGC filed its reservation of rights to inform the Court that it
does not consent to the third-party releases.
Attorneys for PBGC:
Israel Goldowitz, Esq.
Chief Counsel
Charles L. Finke, Esq.
Deputy Chief Counsel
Joel W. Ruderman, Esq.
Assistant Chief Counsel
Deborah J. Bisco, Esq.
PENSION BENEFIT GUARANTY CORPORATION
Office of the Chief Counsel
1200 K Street, N.W., Suite 340
Washington, DC 20005
Tel: (202) 326-4020 ext. 3062
Fax: (202) 326-4112
Email: bisco.deborah@pbgc.gov
efile@pbgc.gov
About Molycorp, Inc.
Molycorp Inc. -- http://www.molycorp.com/-- is a global rare
earths and rare metals producer. Molycorp owns several prominent
rare earth processing facilities around the world. It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.
Molycorp has corporate offices in the United States, Canada and
China. CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada. Other senior management members are located at its U.S.
corporate headquarters in Greenwood Village, Colorado.
Molycorp reported a net loss of $623 million in 2014, a net loss
of $377 million in 2013 and a net loss of $475 million in 2012.
As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.
Molycorp and its North American subsidiaries, together with
certain of its non-operating subsidiaries outside of North
America, filed Chapter 11 voluntary petitions in Delaware (Bankr.
D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching
agreement with a group of lenders on a financial restructuring.
The Chapter 11 cases of Molycorp and 20 affiliated debts are
pending before Judge Christopher S. Sontchi.
The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.
The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings. Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from
the filings as it is not 100% owned by the Company.
Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from
AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt &
Taylor LLP act as legal counsel to the Company in this process.
Prime Clerk serves as claims and noticing agent.
Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.
On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case
of Molycorp Inc. appointed eight creditors of the company to serve
on the official committee of unsecured creditors.
* * *
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing to consideration confirmation of Molycorp, Inc.,
et al.'s Plan, including the approval of the sale of substantially
all of the Debtors' assets pursuant to the Plan, on March 28, 2016,
10:00 a.m., Eastern Time.
Judge Christopher Sontchi in Delaware approved the disclosure
statement explaining the Debtors' Plan on Jan. 20, 2015, after the
Debtors revised the Disclosure Statement to incorporate certain
modifications directed by the Court during the Jan. 14 hearing.
The Plan contemplates two possible outcomes: (1) the sale of
substantially all of the Debtors' assets if certain conditions set
forth in the Plan are satisfied and (2) (a) the sale of the assets
associated with the Debtors' Mountain Pass mining facility in San
Bernardino County, California; and (b) the stand-alone
reorganization around the Debtors' other three business units.
MULTIPLAN INC: Bank Debt Trades at 2% Off
-----------------------------------------
Participations in a syndicated loan under which MultiPlan Inc is a
borrower traded in the secondary market at 97.90
cents-on-the-dollar during the week ended Friday, March 4, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.03 percentage points from the
previous week. MultiPlan Inc pays 300 basis points above LIBOR to
borrow under the $2.2 billion facility. The bank loan matures on
March 14, 2021 and carries Moody's B1 rating and Standard & Poor's
B+ rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended March 4.
NEIMAN MARCUS: Bank Debt Trades at 15% Off
------------------------------------------
Participations in a syndicated loan under which Neiman Marcus Group
Inc is a borrower traded in the secondary market at 84.72
cents-on-the-dollar during the week ended Friday, March 4, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.20 percentage points from the
previous week. Neiman Marcus pays 300 basis points above LIBOR to
borrow under the $2.9 billion facility. The bank loan matures on
Oct. 16, 2020 and carries Moody's B2 rating and Standard & Poor's
B- rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended March 4.
NEWBURY COMMON: UST Says Investors' Motions Should Meet FRBP 2019
-----------------------------------------------------------------
Andrew R. Vara, Acting United States Trustee for Region 3, filed
his objection to the motions filed by Certain Investors with the
U.S. Bankruptcy Court for the District of Delaware, seeking the
shortening of time to file notice and for authority to file under
seal, certain exhibits and portions of their Motion for an Order
Appointing an Official Committee of Investors.
In his Objection, Mr. Vara states: "On February 19, 2016, after the
close of regular clerk hours, three motions were filed by a group
identified only as "Certain Investors." The three motions are:
Motion of Certain Investors for an Order Appointing an Official
Committee of Investors (D.E. 252, "Investors Committee Motion");
Motion of Certain Investors to File Under Seal Certain Exhibits and
portions of the Motion for an Order Appointing an Official
Committee of Investors (D.E. 253, "Motion to Seal"); and the Motion
to Shorten. The Certain Investors have not complied with Federal
Rule of Bankruptcy Procedure ("FRBP") 2019. The Motion to Seal
seeks to seal information required to be disclosed by FRBP 2019.
Cause does not exist to shorten time... A review of the docket of
these cases discloses that there has been no Rule 2019 Statement
filed by the Certain Investors. The Motion to Seal requests that
the Court seal the precise information required to be disclosed by
FRBP 2019(c). The Court should not schedule a hearing on the
Investor Committee Motion and unless and until the moving parties
comply with FRBP 2019. The United States Trustee further submits
that the Motion to Shorten be denied because there is no admissible
evidence in the record of this case to date with respect to the
value of any asset. A determination on a request to appoint a
committee of investors is premature without this information. In
the interim, nothing precludes the Certain Investors asserting
positions on their behalf in these cases."
The Non-Insider Investors are represented by:
Robert J. Dehney, Esq.
Curtis S. Miller, Esq.
Matthew B. Harvey, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 North Market Street
P.O. Box 1347
Wilmington, DE 19899-1347
Telephone: (302)658-9200
Facsimile: (302)658-3989
E-mail: rdehney@mnat.com
cmiller@mnat.com
mharvey@mnat.com
Andrew R. Vara, Acting United States Trustee for Region 3, is
represented by:
David L. Buchbinder, Esq.
David Gerardi, Esq.
OFFICE OF THE UNITED STATES TRUSTEE
844 King Street, Suite 2207, Lockbox 35
Wilmington, DE 19801
Telephone: (302)573-6491
Facsimile: (302)573-6497
About Newbury Common Associates
Newbury Common Associates, LLC, et al., comprise a corporate
enterprise
that owns a diverse portfolio of high quality, distinctive
commercial, hospitality and residential properties with an
aggregate of approximately 800,000 square feet located primarily
in
Stamford, Connecticut.
On Dec. 13, 2015, Newbury Common Associates, LLC, and 13
affiliates
each commenced a voluntary case (Bankr. D. Del. Lead Case No.
15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14,
Tag Forest LLC commenced a Chapter 11 case (collectively,
"Original
Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC
and 8 affiliates commenced a voluntary case under chapter 11 of
the
Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue
Associates,
LLC filed a Chapter 11 petition (collectively "Additional
Debtors").
Seaboard Realty, LLC, its principals or entities it manages serve
as the manager under the operating agreements for each of the
Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L.
Kelly, Jr. and 25% by William A. Merritt, Jr. The Original
Debtors
other than Seaboard Residential, LLC, Tag, and Newbury Common
Associates, LLC, are holding companies whose assets are
substantially comprised of the equity of the Property Owner
Debtors. The Debtors' eight operating property are owned by the
"Property Owner Debtors", namely Century Plaza Investor
Associates,
LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS
Associates,
LLC; Park Square West Associates, LLC; Clocktower Close
Associates,
LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue
Associates, LLC; 220 Elm Street I, LLC; 300 Main Street
Associates,
LLC; and Seaboard Residential, LLC.
The Original Debtors' chapter 11 cases are being jointly
administered pursuant to an order entered Dec. 18, 2015. The
Debtors later won approval of a supplemental motion seeking joint
administration of the Additional Debtors' Chapter 11 cases with
the
cases of the Original Debtors for procedural purposes only.
As of Jan. 7, 2016, the Debtors had incurred purported aggregate
funded secured indebtedness of approximately $177.2 million in
principal, including approximately $150.4 million of
property-level
secured debt and approximately $26.8 million of purported and
allegedly unauthorized mezzanine debt.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and
Dechert LLP as attorneys, and Donlin Recano as claims and noticing
agent.
NEWBURY COMMON: Webster Bank Wants Dismissal of SHA's Ch. 11 Case
-----------------------------------------------------------------
Webster Bank, National Association, asks the U.S. Bankruptcy Court
for the District of Delaware to dismiss the Chapter 11 Bankruptcy
Case of debtor Seaboard Hotel Associates, LLC.
Webster Bank's Motion states: "Seaboard Hotel Associates, LLC
("SHA") is financially solvent and independently operated, with
separate and distinct assets, creditors, operations and equity, its
operations are competently managed by Urgo Hotels, LLC ("Urgo"),
and there is no legitimate purpose to be served by having SHA
remain in bankruptcy. The continuation of proceedings relating to
this Debtor and the costs that are associated with it continue to
erode SHA, are prejudicial to creditors of SHA and the SHA estate,
and are not a proper use of bankruptcy Courts resources. To invoke
the equitable protections of the Bankruptcy Code, a debtor must
come to the bankruptcy court with clean hands and in good faith.
The Debtor fails to meet this standard and this case should be
dismissed."
Webster Bank's Motion is scheduled for hearing on March 23, 2016.
The deadline for the filing of objections to the Motion is set of
March 16, 2016.
Webster Bank, National Association, is represented by:
Kevin J. Mangan, Esq.
Ericka F. Johnson, Esq.
WOMBLE CARLYLE SANDRIDGE & RICE, LLP
222 Delaware Avenue, Suite 1501
Wilmington, DE 19801
Telephone: (302)252-4320
Facsimile: (302)252-4330
E-mail: kmangan@wcsr.com
erjohnson@wcsr.com
- and -
Kathleen M. LaManna, Esq.
SHIPMAN & GOODWIN LLP
One Constitution Plaza
Hartford, Connecticut 06103
Telephone: (860)251-5000
Facsimile: (860)251-5218
E-mail: klamanna@goodwin.com
About Newbury Common Associates
Newbury Common Associates, LLC, et al., comprise a corporate
enterprise
that owns a diverse portfolio of high quality, distinctive
commercial, hospitality and residential properties with an
aggregate of approximately 800,000 square feet located primarily
in
Stamford, Connecticut.
On Dec. 13, 2015, Newbury Common Associates, LLC, and 13
affiliates
each commenced a voluntary case (Bankr. D. Del. Lead Case No.
15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14,
Tag Forest LLC commenced a Chapter 11 case (collectively,
"Original
Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC
and 8 affiliates commenced a voluntary case under chapter 11 of
the
Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue
Associates,
LLC filed a Chapter 11 petition (collectively "Additional
Debtors").
Seaboard Realty, LLC, its principals or entities it manages serve
as the manager under the operating agreements for each of the
Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L.
Kelly, Jr. and 25% by William A. Merritt, Jr. The Original
Debtors
other than Seaboard Residential, LLC, Tag, and Newbury Common
Associates, LLC, are holding companies whose assets are
substantially comprised of the equity of the Property Owner
Debtors. The Debtors' eight operating property are owned by the
"Property Owner Debtors", namely Century Plaza Investor
Associates,
LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS
Associates,
LLC; Park Square West Associates, LLC; Clocktower Close
Associates,
LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue
Associates, LLC; 220 Elm Street I, LLC; 300 Main Street
Associates,
LLC; and Seaboard Residential, LLC.
The Original Debtors' chapter 11 cases are being jointly
administered pursuant to an order entered Dec. 18, 2015. The
Debtors later won approval of a supplemental motion seeking joint
administration of the Additional Debtors' Chapter 11 cases with
the
cases of the Original Debtors for procedural purposes only.
As of Jan. 7, 2016, the Debtors had incurred purported aggregate
funded secured indebtedness of approximately $177.2 million in
principal, including approximately $150.4 million of
property-level
secured debt and approximately $26.8 million of purported and
allegedly unauthorized mezzanine debt.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and
Dechert LLP as attorneys, and Donlin Recano as claims and noticing
agent.
NORANDA ALUMINUM: $165M DIP Loan, Sale Milestones Approved
----------------------------------------------------------
Judge Barry S. Schermer on March 11, 2016, entered a final order
authorizing Noranda Aluminum Holding Corp., et al., to obtain
postpetition financing, consisting of (x) a superpriority, secured,
asset-based revolving credit facility in the principal amount of up
to $130,000,000, and (y) a new money term loan facility in an
aggregate principal amount of up to $35,000,000, and use cash
collateral.
The Official Committee of Unsecured Creditors argued that the
financial condition of the Debtors does not warrant the expedited
sale of the crown jewel of the Debtors' operations, requested that
the sale milestones with respect to the Debtors' Flat-Rolled
Aluminum Products Business ("Downstream business") be eliminated or
extended. The Committee specifically pushed for, among other
things, a July 27 deadline for entry of a sale order and an Aug. 21
deadline for the sale closing.
The sale milestones appear to have been extended -- albeit by only
less than a month. The milestones provided in the original DIP
Credit Agreement (i) set the deadline for entry of an order
approving the Downstream Asset Sale that's 95 days of the Petition
Date (May 13), and (i) set a deadline for closing of the sale
that's within 120 days of the Petition Date (June 7). The
milestones provided for in the Final DIP Order set (i) the deadline
for the sale order to 123 days after the Petition Date (June 10),
and (ii) closing to 148 days after the Petition Date (July 5).
The Court's Final DIP Financing Order provides that the failure to
meet the plan/sale milestones will constitute an event of default
under DIP Facilities.
(i) On or before the date that is 73 days after the Petition
Date, a final order approving the Downstream Sale Process (as such
terms are defined in the Term DIP Facility), which order will
permit each of the DIP Credit Parties and Pre-Petition Credit
Parties to credit bid all or some of their claims for DIP
Obligations and/or Pre-Petition Debt.
(ii) On or before the date that is 45 business days after the
Petition Date, the idling of the Debtors' aluminum smelter located
in New Madrid, Missouri.
(iii) On or before April 8, 2016, the proposal of a business plan,
in form and substance acceptable, in their reasonable discretion,
to the Term DIP Agent and the ABL DIP Agent.
(iv) On or before the date that is 60 days after the Petition
Date, either (x) entry of a final order by this Court, in form and
substance reasonably acceptable to the DIP Agents, authorizing NBL
to reject the Bauxite Sales Agreement dated as of Dec. 29, 2012
between NBL and Sherwin Alumina Company, LLC pursuant to Section
365 of the Bankruptcy Code; or (y) entry by the court of a final
order, in form and substance reasonably acceptable to the DIP
Agents in all respects, pursuant to Rule 9019 of the Bankruptcy
Rules approving a settlement agreement (the "Sherwin Settlement")
between NBL and Sherwin regarding the Sherwin Contract and any and
all claims and counterclaims between the Debtors and Sherwin,
including, but not limited to, any claims arising from or relating
to that certain credit agreement, dated as of Dec. 29, 2012,
between NBL, as borrower, and Surela Investments Limited, and the
occurrence of the effective date of the Sherwin Settlement.
(v) On or before the date that is 123 days after the Petition
Date, entry by the Bankruptcy Court of a final order approving the
sale of the Debtors' assets and property that comprise the
Downstream Business.
(vi) On or before the date that is 148 days after the Petition
Date, closing of the sale of the Downstream Business;
(vii) On or before the date that is 111 days after the Petition
Date, the Debtors having filed either a plan of reorganization/sale
motion for the Upstream Assets.
(viii) In the event that the Plan Filing Date is met:
(1) On or before the date that is 35 days after the Plan
Filing Date, entry of an order approving the disclosure statement
and plan solicitation procedures;
(2) On or before the date that is 90 days after the Plan
Filing Date, entry of an order confirming the Plan;
(3) On the date that is the earlier of (x) 30 days after
the entry of the Confirmation Order and (y) 231 days after the
Petition Date, the occurrence of the effective date of the Plan;
(ix) In the event that the Debtors do not comply with any of the
Plan Milestones, filing of the Upstream Sale Motion within 5
Business Days of such non-compliance.
The deadline for the Creditors Committee to challenge the Debtors'
stipulations as to the amount of claims of and the validity and
perfection of the liens of the Pre-Petition ABL Debt, Pre-Petition
Term Debt is 75 days after the appointment of the Committee. The
challenge deadline for a party in interest is 60 days after the
Petition Date.
A copy of the Final DIP Financing Order is available for free at:
http://bankrupt.com/misc/Noranda_392_Final_DIP_Order.pdf
Dispute on Quick Sale
Responding to the Committee's request to eliminate or extend the
sale milestones, the Term DIP Lenders and certain of the
Pre-Petition Term Lenders -- namely, certain funds managed by
Credit Suisse Asset Management, LLP, Guggenheim Partners Investment
Management, LLC, and Hotchkis and Wiley Capital Management, LLC --
said that the Creditors' Committee is attempting to rewrite the
contractual lending agreement between the Debtors and the DIP
Lenders.
They noted that the Term Credit Parties and the ABL DIP Lenders are
the only parties willing to provide postpetition financing to the
Debtors and, absent the DIP Facilities, the Debtors already would
have run out of cash. Indeed, following entry of the Interim
Order, the Debtors have already borrowed $25 million of the $35
million Term DIP Facility.
According to the Term Lenders, the specific milestones reflect the
fact that the Debtors have one business, the Downstream Business,
which generates positive cash flow; but another business, the
Upstream Business, which has suffered significant recent setbacks,
does not consistently generate positive cash flow, and has an
uncertain future. The Term Credit Parties were only willing to put
new money at risk and consent to the Debtors' use of their cash
collateral if the Term Credit Parties obtained certain protections
to limit (i) the impact of the uncertainty of the Upstream Business
on the value of the Downstream Business and (ii) the amount of the
Term Credit Parties' funds that could be used to prop up the
Upstream Business prior to a business plan for the Upstream
Business.
The DIP Lenders said that they have unilaterally agreed to changes
in the Final DIP Order to address issues raised by the Committee.
But certain of the Committee's objections, including the objections
to the milestones and the pricing of the DIP Facilities, go to the
heart of the bargain struck between the Debtors and the DIP
Lenders. The DIP Facilities' milestones are critical to these
protections, the Term Lenders aver.
"The Milestones were and are critical to the DIP Lenders'
willingness to extend postpetition financing to the Debtors,
including $35 million in new money under the Term DIP Facility.
Moreover, the Debtors concluded after vigorous negotiation with the
DIP Agents and DIP Lenders that the Milestones are achievable and
reasonable under the circumstances. As discussed in the DIP Motion
and the Initial Baird Declaration, the DIP Facilities were
negotiated in good faith and at arm's length, including the
Milestones, based on the Debtors' business judgement regarding
their operations and needs," the Debtors said in their response to
the Committee's objections to the DIP Facilities' milestones.
"Here, the Milestones do not dictate the terms of any future
reorganization; they simply provide for a date certain by which
such sale or alternative restructuring scenarios must occur. When
something must occur is not the same as how it must occur. The
Committee will have ample opportunity to object to the substance of
each of the motions contemplated by the Milestones, including the
Bid Procedures Motion."
Cortland Capital Market Services LLC, in its separate capacities as
Pre-Petition Term Agent and Term DIP Agent, joined in the to the
reply of the Term Lenders to the objection of the Committee.
Modification to Final DIP Order
The DIP Lenders have agreed to certain modifications to the Final
DIP Order that should obviate several of the Committee's
objections:
* Cash Payments for Adequate Protection: The DIP Lenders have
agreed to include clarifying language that preserves the right of
the Committee to seek to recharacterize allocation of adequate
protection cash payments as principal payments in the event that
the Term Credit Parties are found by this Court to be
undersecured.
* UCC Challenge Rights:
-- Budget: The DIP Lenders are willing to increase the
Committee's investigation budget from $50,000 to $125,000. That
should be more than sufficient for the Committee to run lien and
mortgage searches and investigate the relationship between the
Pre-Petition Credit Parties and the Debtors.
-- Standing: The DIP Lenders will not agree that the Committee
has automatic standing to pursue a Challenge. However, the DIP
Lenders will agree that the Committee may assert a Challenge within
the Challenge Period and subsequently file a motion with this Court
seeking standing on an expedited basis to pursue such Challenge.
* Credit Bidding: The DIP Lenders have agreed to include language
in the Final DIP Order confirming that the Committee's right to
challenge credit bids by the DIP Lenders is preserved.
* Releases: The DIP Lenders have agreed to include language in
the Final DIP Order confirming that the releases of Pre-Petition
Credit Parties are subject to the Committee's Challenge right.
Terms of DIP Facilities
As reported in the March 2, 2016 edition of the TCR, Noranda
Aluminum Holding Corporation sought approval of two separate, but
coordinated facilities in the form of an asset-based revolving
credit facility and a new money term loan facility.
The salient terms of the ABL DIP Facility are:
* Borrowers: Noranda Aluminum Holding Corporation, et al.
* DIP Lenders: A syndicate of banks, financing institutions and
other institutional lenders party to the Pre-Petition ABL Loan
Agreement.
* Agent: Bank of America N.A.
* Commitment: $130 million secured superpriority asset-based
revolving credit facility, less the amount of Pre-Petition ABL Debt
outstanding and subject to a Borrowing Base.
* Interest Rates: Borrowers may access either Revolving
Facility Loans, Incremental Revolving Facility Loans, or Swing Line
Loans at either the Base Rate or the Eurodollar Rate.
-- Revolving Facility: Base Rate: Base Rate + 1.50%;
Eurodollar Rate: Adjusted Eurodollar Rate plus 2.50%
-- Incremental Revolving Facility: Base Rate: Base Rate +
3.00%; Eurodollar Rate: Adjusted Eurodollar Rate plus 4.00%
-- Swing Line: Shall bear interest at Base Rate
* Default Interest: 2.00% per annum plus the interest rate
otherwise applicable thereto
* Fees: Commitment Fee of 0.50% of aggregate commitments; and
Unused Line Fee of 0.50%.
* Maturity and Termination Date: The earliest of, among other
things, (i) nine months following the Closing Date, (ii) the
consummation of a sale of all or substantially all of the assets of
the Borrower(s) pursuant to a section 363 sale or (iii) the
effective date of a plan of reorganization or liquidation in the
Chapter 11 Cases acceptable to the DIP Lenders.
The salient terms of the Term DIP Facility are:
* Borrowers: Noranda Aluminum Acquisition Corporation and
Noranda Bauxite Limited.
* Gurantors: Noranda Aluminum Holding Corp., et al.
* DIP Lenders: Certain lenders party to the Pre-Petition Term
Loan Agreement.
* Agent: Cortland Capital Market Services LLC
* Commitment: $35 million new money secured superpriority term
loan facility.
* Borrowing limits: Initial Draw of $25 million and Second Draw
of $10 million. The Jamaican Borrower can borrow up to a capped
amount (first 90 days up to $6,000,000 and thereafter an amount to
be agreed by the Lenders in their sole discretion)
* Interest Rates: The Borrowers may elect, subject to certain
conditions, either the (A) Base Rate (subject to 2% floor) or (B)
Eurodollar Rate (subject to 1% floor), in each case plus the
Applicable Margin.: Base Rate + 10.00%; and Eurodollar Rate +
11.00%
* Default Interest: 2.00% per annum plus the interest rate
otherwise applicable thereto
* Fees: Commitment Fee: 4.0% of all Commitments, due and
payable on the Closing Date and Term DIP Agent Fees: payable as
set
forth in a separate fee letter.
* Maturity and Termination Date: The earliest of, among other
things, (i) nine months following the Closing Date, (ii) the
consummation of a sale of all or substantially all of the assets of
the Borrower(s) pursuant to a section 363 sale or (iii) the
effective date of a plan of reorganization or liquidation in the
Chapter 11 Cases acceptable to the DIP Lenders.
* * *
Counsel to the Official Committee of Unsecured Creditors:
LOWENSTEIN SANDLER LLP
Kenneth A. Rosen, Esq.
Sharon L. Levine, Esq.
Jeffrey D. Prol, Esq.
Scott Cargill, Esq.
65 Livingston Avenue
Roseland, NJ 07068
Tel: (973) 597-2500
Fax: (973) 597-2400
- and -
Bruce S. Nathan, Esq.
David M. Banker, Esq.
1251 Avenue of the Americas
New York, NY 10020
Tel: (212) 262-6700
Fax: (212) 262-7402
Co-Counsel to Term DIP Lenders and Ad Hoc Group of Prepetition Term
Lenders:
HUSCH BLACKWELL LLP
Marshall C. Turner
190 Carondelet Plaza, Suite 600
St. Louis, Missouri 63105
Telephone: (314) 480-1768
Facsimile: (314) 480-1505
E-mail: marshall.turner@huschblackwell.com
- and -
WEIL, GOTSHAL & MANGES LLP
Matthew S. Barr
Robert J. Lemons
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
E-mail: matthew.barr@weil.com
robert.lemons@weil.com
Counsel for Cortland Capital Market Services:
THOMPSON COBURN LLP
Mark V. Bossi, Esq.
One US Bank Plaza
St. Louis, MO 63101
Telephone: (314) 552-6000
Facsimile: (314) 552-7000
- and -
KAYE SCHOLER LLP
Michael D. Messersmith, Esq.
Seth J. Kleinman, Esq.
Three First National Plaza
70 West Madison Street, Suite 4200
Chicago, IL 60602
Telephone: (312) 583-2300
Facsimile: (312) 583-2360
About Noranda Aluminum
Noranda Aluminum Holding Corporation is an integrated producer of
primary aluminum and high-quality rolled aluminum coils. The
Company has two businesses: an Upstream Business and a Downstream
Business. The Upstream Business consists of a smelter near New
Madrid, Missouri, referred to as "New Madrid," and supporting
operations at a bauxite mining operation ("St. Ann") and an alumina
refinery ("Gramercy"). The Downstream, or Flat-Rolled Products
Business is one of the largest aluminum foil producers in North
America, and consists of four rolling mill facilities. Noranda had
approximately 1,857 employees as of the Petition Date.
Noranda Aluminum, Inc., et al., filed separate Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Lead Case No. 16-10083) on
Feb. 8, 2016. The petitions were signed by Dale W. Boyles, the
chief financial officer. Judge Barry S. Schermer is assigned to
the cases.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount
of
secured indebtedness, consisting of a revolving credit facility
and
a term loan facility.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as general counsel, Carmody MacDonald P.C. as local counsel,
PJT Partners, LP as investment banker, Alvarez & Marsal North
America, LLC as restructuring advisors and Prime Clerk LLC as
claims, solicitation and balloting agent.
* * *
The Court on Feb. 9, 2016, entered an order granting joint
administration of the Chapter 11 cases under Case No.
16-10083-399.
On Feb. 11, 2016, the Court entered an order confirming that the
Debtors are entitled to statutory protections under Sec. 105, 362
and 525 of the Bankruptcy Code.
The meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled
for April 13, 2016, at 11:00 a.m. at U.S. Attorney Conference Room,
21.130. The last day to oppose discharge or dischargeability is
June 13, 2016.
NORANDA ALUMINUM: Gets Final Court Nod to Access DIP Financing
--------------------------------------------------------------
Noranda Aluminum Holding Corporation on March 11 disclosed that the
United States Bankruptcy Court for the Eastern District of Missouri
has entered a final order granting the Company authority to access
up to $165 million in debtor-in-possession (DIP) financing. With
this order, all of the Company's first-day motions, including one
seeking authorization to continue to pay employee wages, salaries
and health and disability benefits, have been approved by the
Court. Collectively, the final Court orders will help ensure that
Noranda is in a position to continue to operate its business in the
ordinary course while the Company evaluates the value-maximizing
options for its various business operations.
Kip Smith, Noranda's President and Chief Executive Officer, said,
"We are pleased that the Court has given final approval for our DIP
financing, which provides more than $35 million in incremental
liquidity, and the other First Day motions, so we can continue
moving forward in our restructuring process. The Court's orders
should provide our stakeholders with confidence in our ability to
continue operating our business as well as underscore the progress
we are making with respect to our restructuring efforts."
As previously announced, on February 8, 2016, Noranda and all of
its wholly owned direct and indirect subsidiaries voluntarily
commenced a court-supervised reorganization process under Chapter
11 of the Bankruptcy Code. The Company intends to use the
court-supervised process to stabilize its upstream operations as it
explores ways to make them economically viable. The Company's
Alumina business located in Gramercy, Louisiana, which continues to
operate at full production, successfully completed the expansion of
its non-metallurgical or chemical business product capacity by
approximately 50% at the end of February. The Company's downstream
Flat-Rolled Products business, which is profitable and generates
positive cash flow, continues to serve customers in the ordinary
course. Noranda has filed with the Court a motion seeking approval
of bidding procedures for a court-supervised auction process for
its Flat-Rolled Products business, and a hearing regarding those
procedures is scheduled for
March 21, 2016.
About Noranda Aluminum
Headquartered in New Madrid, Missouri, Noranda Aluminum, Inc., is
engaged in the production of primary aluminum and rolled aluminum
coils. In 2015, Noranda produced approximately 498 million pounds
of primary aluminum.
Noranda Aluminum and 10 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Lead Case No. 16-10083) on
Feb. 8, 2016. The petitions were signed by Dale W. Boyles, the
chief financial officer. Judge Barry S. Schermer is assigned to
the cases.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC as restructuring advisors and Prime Clerk LLC as claims,
solicitation and balloting agent.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount
of secured indebtedness, consisting of a revolving credit facility
and a term loan facility.
The Debtors had approximately 1,857 employees as of the Petition
Date.
NORANDA ALUMINUM: Hotchkis No Longer Holds Equity Stake
-------------------------------------------------------
Hotchkis and Wiley Capital Management, LLC and Hotchkis and Wiley
Small Cap Value Fund disclosed in a SCHEDULE 13G (Amendment No. 5)
filed with the Securities and Exchange Commission that as of Feb.
29, 2016, they no longer hold shares of Noranda Aluminum Holding
Corp. common stock.
Hotchkis may be reached at:
Tina H. Kodama
Chief Compliance Officer
Hotchkis and Wiley Capital Management, LLC
725 S. Figueroa Street 39th Fl
Los Angeles, CA 90017
About Noranda Aluminum
Noranda Aluminum Holding Corporation is an integrated producer of
primary aluminum and high-quality rolled aluminum coils. The
Company has two businesses: an Upstream Business and a Downstream
Business. The Upstream Business consists of a smelter near New
Madrid, Missouri, referred to as "New Madrid," and supporting
operations at a bauxite mining operation ("St. Ann") and an alumina
refinery ("Gramercy"). The Downstream, or Flat-Rolled Products
Business is one of the largest aluminum foil producers in North
America, and consists of four rolling mill facilities.
Headquartered in New Madrid, Missouri, Noranda Aluminum, Inc., et
al., engaged in the production of primary aluminum and rolled
aluminum coils, filed separate Chapter 11 bankruptcy petitions
(Bankr. E.D. Mo. Proposed Lead Case No. 16-10083) on Feb. 8, 2016.
The petitions were signed by Dale W. Boyles, the chief financial
officer. Judge Barry S. Schermer is assigned to the case.
The Debtors had approximately 1,857 employees as of the Petition
Date.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount of
secured indebtedness, consisting of a revolving credit facility and
a term loan facility.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as general counsel, Carmody MacDonald P.C. as local counsel,
PJT Partners, LP as investment banker, Alvarez & Marsal North
America, LLC as restructuring advisors and Prime Clerk LLC as
claims, solicitation and balloting agent.
The Office of the U.S. Trustee appointed seven creditors of Noranda
Aluminum Holding Corp. and its affiliated debtors to serve on the
official committee of unsecured creditors.
NOVELIS: Bank Debt Trades at 7% Off
-----------------------------------
Participations in a syndicated loan under which Novelis is a
borrower traded in the secondary market at 93.04
cents-on-the-dollar during the week ended Friday, March 4, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.38 percentage points from the
previous week. Novelis pays 325 basis points above LIBOR to borrow
under the $1.8 billion facility. The bank loan matures on May 27,
2022 and carries Moody's Ba2 rating and Standard & Poor's BB
rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended March 4.
OASIS PETROLEUM: Moody's Lowers CFR to B3, Outlook Stable
---------------------------------------------------------
Moody's Investors Service downgraded Oasis Petroleum Inc.'s
Corporate Family Rating to B3 from B1 and the ratings on its senior
unsecured notes to Caa1 from B2. The Speculative Grade Liquidity
(SGL) rating was lowered to SGL-3 from SGL-2. This concludes the
ratings review initiated Jan. 21, 2016. The outlook is stable.
"The downgrade of Oasis Petroleum's Corporate Family Rating to B3
reflects our expectations that the company's credit metrics will
deteriorate during 2016-2017 and it may be required to amend its
credit agreement terms in order to remain in compliance with the
interest coverage financial covenant in 2016," stated James
Wilkins, a Moody's Vice President.
This summarizes the ratings.
Issuer: Oasis Petroleum Inc.
Downgraded:
Corporate Family Rating, B3 from B1
Probability of Default Rating, B3-PD from B1-PD
Senior Unsecured Regular Bond/Debentures, Caa1 (LGD4) from B2
(LGD5)
Lowered:
Speculative Grade Liquidity Rating, SGL-3 from SGL-2
Outlook:
Outlook, Stable from under review
RATINGS RATIONALE
Oasis's B3 CFR reflects the company's deteriorating credit metrics
as a result of weak crude oil prices. The company will continue to
produce negative free cash flow in 2016 and 2017, even after
cutting capital expenditures by over 50% to $400 million in 2016
from $820 million in 2015. Moody's expects leverage will top 7x
and interest coverage will drop below 2x in 2017. Oasis has hedged
about 70% of its 2016 oil production at over $51/bbl, but hedged
oil volumes decline to only about 20% of expected production in
2017. Moody's expects the company will temper the impact of lower
hedged production volumes in 2017, by lowering capital spending.
The SGL-3 rating, which indicates adequate liquidity, reflects
ample availability under its undrawn revolving credit facility as
well as Moody's expectation that Oasis will need to amend one of
its financial covenants in order to maintain access to the
facility. The company will generate negative free cash flow in
2016 and its liquidity will be dependent on availability under the
revolving credit facility to fund ongoing operations. The revolver
has $1.15 billion of total commitments and is subject to a
borrowing base that is re-determined bi-annually in April and
October. The spring 2016 redetermination, which was completed
early in February, set the borrowing base at $1.15 billion. The
revolver is undrawn following the company's equity issuance in
February 2016 that raised $182.9 million, net of fees, and
therefore should provide ample liquidity for 2016-2017. However,
the revolver is subject to two financial covenants: a minimum
EBITDAX to interest expense ratio of at least 2.5x and a minimum
current ratio of at least 1.0x. Moody's expects the company's
interest coverage will fall below 2.5x by the first quarter 2017
(based on Moody's commodity price deck with WTI crude oil at
$33/bbl in 2016 and $38/bbl in 2017) and therefore Oasis will be
required to seek covenant relief.
There are no near-term debt maturities. The revolver matures April
13, 2020, provided the 2019 notes are retired or refinanced at
least 90 days prior to their maturity. Substantially all of the
company's assets are pledged as collateral for the revolving credit
facility, which may limit potential asset sales as alternative
sources of liquidity.
The stable outlook reflects Moody's expectation that the company
will successfully amend its revolver financial covenant in order to
maintain adequate liquidity through 2017. The ratings could be
downgraded if liquidity weakened, EBITDA to interest falls below
1.75x or retained cash flow to debt falls below 5%. The CFR could
be upgraded if retained cash flow to debt is likely to remain above
10% or EBITDA to interest expense is above 2.5x on a sustained
basis.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
Oasis Petroleum Inc., headquartered in Houston, Texas, is an
independent E&P company with operations focused on Williston Basin
in North Dakota and Montana.
PACIFIC GREEN: $0 Revenue, Deficit Raise Going Concern Doubt
------------------------------------------------------------
Pacific Green Technologies Inc. reported a net loss for the period
of $936,500 for the fiscal third quarter ended Dec. 31, 2015, from
a net loss of $785,992 for the same period in 2014.
The Company said, "The continuation of our company as a going
concern is dependent upon the continued financial support from its
shareholders and note holders, the ability of our company to obtain
necessary equity financing to continue operations, and ultimately
the attainment of profitable operations. As at December 31, 2015,
our company has not generated any revenues, has a working capital
deficit of $10,009,014, and has an accumulated deficit of
$56,434,737 since inception. These factors raise substantial doubt
regarding our company's ability to continue as a going concern."
"If our operations and cash flow improve, management believes that
we can continue to operate. However, no assurance can be given that
management’s actions will result in profitable operations or an
improvement in our liquidity situation. The threat of our ability
to continue as a going concern will cease to exist only when our
revenues have reached a level able to sustain our business
operations."
A copy of the Company's Form 10-Q report is available at
http://1.usa.gov/24Zi273
The Company also has filed an Amendment No. 1 on Form 10-Q/A to its
Quarterly Report on Form 10-Q for the period ended September 30,
2015, which was filed with the Securities and Exchange Commission
on November 24, 2015, to restate the interim financial statements
for the quarterly period ended September 30, 2015.
The Company explained on February 16, 2016, its auditors, Saturna
Group Chartered Professional Accountants LLP, notified the Company
that it believed there was an error in the consolidated financial
statements as at September 30, 2015 relating to a late consulting
fees invoice that was not recorded. Management further discussed
the matter with Saturna Group Chartered Professional Accountants
LLP and both parties agreed that the above was not appropriately
accounted for and the Company determined that the effect of the
misstatement was material.
A copy of the restated Form 10-Q is available at
http://1.usa.gov/1QX7nQB
Management, assisted by Pacific Green Group Limited, has identified
an opportunity to build a business focused on marketing, developing
and acquiring technologies designed to improve the environment by
reducing pollution. To this end we entered into and closed an
assignment and share transfer agreement, on June 14, 2012, for the
assignment of a representation agreement and the acquisition of a
company involved in the environmental technology industry.
The Company was incorporated in Delaware on March 10, 1994, under
the name of Beta Acquisition Corp. In September 1995, it changed
its name to In-Sports International, Inc. In August 2002, it
changed its name from In-Sports International, Inc. to ECash, Inc.
In 2007, due to limited financial resources, it discontinued
operations. Over the course of the last five years, the Company has
sought new business opportunities.
PACIFIC PROPERTY: Former CEO Gets 14 Years for $169M Fraud
----------------------------------------------------------
David McAfee, writing for Bloomberg Brief, reported that the former
owner and chief executive officer of now-defunct real estate
investment firm Pacific Property Assets (PPA) was sentenced Feb. 29
to 14 years in prison for operating a Ponzi scheme that led to the
company's bankruptcy and investor losses of about $169 million.
According to the report, Judge Cormac J. Carney also ordered
Michael J. Stewart to pay more than $9.2 million in restitution to
120 victims. A jury in the U.S. District Court for the Central
District of California found Stewart, co-founder of Southern
California-based PPA, guilty of 11 counts of mail fraud in August
2015, the report related.
"Investors are entitled to know how their money is being spent and
the true financial state of a company, but Mr. Stewart did
everything in his power to conceal the truth," U.S. Attorney Eileen
M. Decker said in a statement, the report further related. "His
fraudulent conduct has earned him the lengthy prison sentence
handed down today."
As reported by the Troubled Company Reporter on Feb. 19, 2014,
Messrs. Stewart and Packard have been arrested and charged with
carrying out a Ponzi scheme with respect to PPA that cost
investors over $110 million when the scam collapsed, the FBI said.
According to a Law360 report, Mr. Stewart, 66, and Mr. Packard,
63, were taken into custody by FBI agents, following the return of
a 16-count indictment by a federal grand jury that alleges bank
fraud, bankruptcy fraud and mail fraud.
PARAGON OFFSHORE: Posts $23.3 Million Net Loss for 2015 4th Quarter
-------------------------------------------------------------------
Paragon Offshore plc reported a fourth quarter 2015 net loss of
$23.3 million, or a loss of $0.27 per diluted share, as compared to
fourth quarter 2014 net income of $2.8 million, or $0.03 per
diluted share.
Results for the fourth quarter 2015 included a $28.8 million, or
$0.33 per share, non-cash asset impairment charge related to fixed
assets under construction and capital spare parts, a net gain on
sale of assets of $0.5 million, or $0.01 per share, and a $2.1
million, or $0.02 per share, tax benefit as a result of the
impairment.
Excluding the charge, gain, and tax benefit, Paragon's adjusted net
income for the fourth quarter 2015 was $3.0 million, or $0.03 per
diluted share. Results for the fourth quarter 2014 included a
$130.5 million, or $1.47 per diluted share, non-cash impairment
charge related to four cold-stacked units each of which the company
decided to scrap. Fourth quarter 2014 results also included an
$11.7 million, or $0.13 per diluted share, gain related to the
repurchase of an aggregate principal amount of $35.2 million of the
company's senior unsecured notes. Excluding the impairment, the tax
impact of the loss on the impairment, and the gain, Paragon's
adjusted net income for the fourth quarter 2014 was $80.3 million,
or $0.90 per diluted share.
For the twelve month period ending December 31, 2015, Paragon
reported a loss of $999.6 million, or $11.65 per diluted share, on
revenues of $1.5 billion compared to a net loss of $646.7 million,
or a loss of $7.63 per diluted share, on revenues of $2.0 billion
for the twelve month period ending December 31, 2014.
Results for the full year 2015 included non-cash impairment charges
of $1.2 billion as well as gains totaling $17.6 million related to
the sale of assets and the repurchase of the company's senior
unsecured notes. Excluding these items, Paragon's adjusted net
income for full year 2015 was $95.7 million, or $1.04 per diluted
share. This compares to net income for full year 2014 of $351.8
million, or $4.07 per diluted share, after adjusting 2014 results
for non-cash impairment charges of $1.1 billion primarily related
to four cold-stacked units and gains of $18.7 million related to
the repurchase of the company's senior unsecured notes.
Total revenues for the fourth quarter of 2015 were $299.6 million
compared to $369.0 million in the third quarter of 2015. Paragon
reported utilization for its marketed rig fleet, which excludes
available days related to rigs that were stacked and not marketed
during the quarter, as 56 percent for the fourth quarter of 2015
compared to 69 percent for the third quarter of 2015. Average daily
revenues decreased three percent in the fourth quarter of 2015 to
$140,000 per rig compared to the previous quarter average of
$144,000 per rig. Contract drilling services costs declined 18
percent in the fourth quarter to $156.8 million compared to $190.5
million in the third quarter of 2015.
General and administrative ("G&A") costs for the fourth quarter
2015 totaled $17.6 million compared to $12.8 million for the third
quarter of 2015 and $24.1 million for the fourth quarter of 2014.
Restructuring costs totaled $8.2 million in the fourth quarter 2015
compared to $1.2 million in the third quarter 2015. Excluding
restructuring costs, G&A costs were $9.3 million and $11.7 million
for the fourth and third quarters of 2015, respectively. For the
full year 2015, G&A costs totaled $50.1 million excluding $9.4
million in restructuring costs compared to $62.1 million for full
year 2014.
Net cash from operating activities was $97.0 million in the fourth
quarter of 2015 as compared to $79.7 million for the third quarter
of 2015. Capital expenditures in the fourth quarter totaled $46.2
million, and $202.9 million for the full year. At December 31,
2015, liquidity, defined as cash and cash equivalents plus
availability under the company's revolving credit facility, totaled
$775.8 million while the company's leverage ratio, the ratio of the
company's net debt to trailing twelve months EBITDA as defined in
the company's revolving credit facility, was 3.78 at December 31,
2015.
"Paragon responded to the deteriorating environment in the fourth
quarter by reducing costs and advancing our efforts to strengthen
the balance sheet," said Randall D. Stilley, President and Chief
Executive Officer. "We lowered contract drilling costs in the
fourth quarter by 18 percent and general and administrative costs
by 20 percent, exclusive of restructuring costs, compared to the
previous quarter. We also continued to reduce capital spending. Our
restructuring efforts were rewarded as we were able to reach the
recently announced agreements with debtholders to eliminate more
than $1.1 billion in debt while preserving the flexibility to
navigate this downturn."
On February 15, 2016, Paragon commenced proceedings to restructure
its balance sheet under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court in the District of
Delaware. The company has entered into a Plan Support Agreement
with an ad hoc committee representing approximately 77% in the
aggregate of holders of its senior unsecured notes and a group
comprising approximately 96% of the amounts outstanding under
Paragon's Senior Secured Revolving Credit Agreement. Approval of
the transaction by the Revolver Lenders and the Bondholders will
require that 2/3 in principal amount and 1/2 in number of those
voting in each class to approve the transaction. Paragon also
reached an agreement with Noble Corporation whereby Noble will
provide Mexican tax bonding and assume certain tax liabilities.
"It's already clear that 2016 will be a year of significantly
reduced activity across the industry," Mr. Stilley said. "We are
re-examining our capital and operating expenditures every day as we
look to improve our financial performance. Our focus for the year
is to proceed as quickly as possible with our restructuring
efforts, ensure that we maintain adequate liquidity, capture any
contract opportunities that become available, and position
ourselves for growth when commodity prices eventually trigger
renewed customer interest in offshore drilling."
A copy of the Company's earnings release is available at
http://goo.gl/IeSy26
On March 11, the Company filed with the Securities and Exchange
Commission its Annual Report on Form 10-K. A copy of the report is
available at http://goo.gl/cW48pW
"We are seeking to pay unsecured trade and other creditors in full
either in the ordinary course of business or at the conclusion of
the chapter 11 process. We are seeking to emerge from bankruptcy by
the end of the second quarter of 2016," the Company said in its
Annual Report.
About Paragon Offshore
Houston, Texas-based Paragon Offshore plc (OTC: PGNPQ) --
http://www.paragonoffshore.com/-- is a global provider of offshore
drilling rigs. Paragon Offshore Plc, and certain of its affiliates
filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case
Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal
with lenders on a reorganization plan that would eliminate $1.1
billion in debt.
The petitions were signed by Randall D. Stilley as authorized
representative. Judge Christopher S. Sontchi is assigned to the
cases.
The Debtors reported total assets of $2.47 billion and total debts
of $2.96 billion as of Sept. 30, 2015.
The Debtors have engaged Weil, Gotshal & Manges LLP as general
counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard
Freres & Co. LLC as financial advisor, Alixpartners, LLP as
restructuring advisor, and Kurtzman Carson Consultants as claims
and noticing agent.
PARAGON OFFSHORE: Posts Net Loss of $23.3 Mil. in Fourth Quarter
----------------------------------------------------------------
Paragon Offshore plc on March 10 reported a fourth quarter 2015 net
loss of $23.3 million, or a loss of $0.27 per diluted share, as
compared to fourth quarter 2014 net income of $2.8 million, or
$0.03 per diluted share. Results for the fourth quarter 2015
included a $28.8 million, or $0.33 per share, non-cash asset
impairment charge related to fixed assets under construction and
capital spare parts, a net gain on sale of assets of $0.5 million,
or $0.01 per share, and a $2.1 million, or $0.02 per share, tax
benefit as a result of the impairment.
Excluding the above charge, gain, and tax benefit, Paragon's
adjusted net income for the fourth quarter 2015 was $3.0 million,
or $0.03 per diluted share. Results for the fourth quarter 2014
included a $130.5 million, or $1.47 per diluted share, non-cash
impairment charge related to four cold-stacked units each of which
the company decided to scrap. Fourth quarter 2014 results also
included an $11.7 million, or $0.13 per diluted share, gain related
to the repurchase of an aggregate principal amount of $35.2 million
of the company's senior unsecured notes. Excluding the impairment,
the tax impact of the loss on the impairment, and the gain,
Paragon's adjusted net income for the fourth quarter 2014 was $80.3
million, or $0.90 per diluted share.
For the twelve month period ending December 31, 2015, Paragon
reported a loss of $999.6 million, or $11.65 per diluted share, on
revenues of $1.5 billion compared to a net loss of $646.7 million,
or a loss of $7.63 per diluted share, on revenues of $2.0 billion
for the twelve month period ending December 31, 2014. Results for
the full year 2015 included non-cash impairment charges of $1.2
billion as well as gains totaling $17.6 million related to the sale
of assets and the repurchase of the company's senior unsecured
notes. Excluding these items, Paragon's adjusted net income for
full year 2015 was $95.7 million, or $1.04 per diluted share. This
compares to net income for full year 2014 of $351.8 million, or
$4.07 per diluted share, after adjusting 2014 results for non-cash
impairment charges of $1.1 billion primarily related to four
cold-stacked units and gains of $18.7 million related to the
repurchase of the company's senior unsecured notes.
For the fourth quarter 2015, adjusted EBITDA, defined as net income
(loss) before taxes, less interest expense, interest income,
depreciation, losses on impairments, sale of assets and
extinguishments of debt, was $95.9 million, compared to $140.3
million in the third quarter of 2015. For the twelve month period
ending December 31, 2015, adjusted EBITDA was $561.3 million
compared to $942.3 million for the full year 2014.
"Paragon responded to the deteriorating environment in the fourth
quarter by reducing costs and advancing our efforts to strengthen
the balance sheet," said Randall D. Stilley, President and Chief
Executive Officer. "We lowered contract drilling costs in the
fourth quarter by 18 percent and general and administrative costs
by 20 percent, exclusive of restructuring costs, compared to the
previous quarter. We also continued to reduce capital spending.
Our restructuring efforts were rewarded as we were able to reach
the recently announced agreements with debtholders to eliminate
more than $1.1 billion in debt while preserving the flexibility to
navigate this downturn."
Total revenues for the fourth quarter of 2015 were $299.6 million
compared to $369.0 million in the third quarter of 2015. Paragon
reported utilization for its marketed rig fleet, which excludes
available days related to rigs that were stacked and not marketed
during the quarter, as 56 percent for the fourth quarter of 2015
compared to 69 percent for the third quarter of 2015. Average
daily revenues decreased three percent in the fourth quarter of
2015 to $140,000 per rig compared to the previous quarter average
of $144,000 per rig. Contract drilling services costs declined 18
percent in the fourth quarter to $156.8 million compared to $190.5
million in the third quarter of 2015.
General and administrative ("G&A") costs for the fourth quarter
2015 totaled $17.6 million compared to $12.8 million for the third
quarter of 2015 and $24.1 million for the fourth quarter of 2014.
Restructuring costs totaled $8.2 million in the fourth quarter 2015
compared to $1.2 million in the third quarter 2015. Excluding
restructuring costs, G&A costs were $9.3 million and $11.7 million
for the fourth and third quarters of 2015, respectively. For the
full year 2015, G&A costs totaled $50.1 million excluding $9.4
million in restructuring costs compared to $62.1 million for full
year 2014.
Net cash from operating activities was $97.0 million in the fourth
quarter of 2015 as compared to $79.7 million for the third quarter
of 2015. Capital expenditures in the fourth quarter totaled $46.2
million, and $202.9 million for the full year. At December 31,
2015, liquidity, defined as cash and cash equivalents plus
availability under the company's revolving credit facility, totaled
$775.8 million while the company's leverage ratio, the ratio of the
company's net debt to trailing twelve months EBITDA as defined in
the company's revolving credit facility, was 3.78 at December 31,
2015.
Operating Highlights
Paragon's total contract backlog at December 31, 2015 was an
estimated $1.01 billion compared to $1.29 billion at September 30,
2015, including approximately $142.1 million of backlog for the
Paragon DPDS3 that Paragon's customer Petrobras has indicated it
may contest in connection with the length of prior shipyard
projects relating to the rig. There were no new contracts or
contract extensions in the fourth quarter of 2015.
Utilization of Paragon's marketed floating rig fleet decreased to
61 percent in the fourth quarter compared to 100 percent
utilization achieved in the third quarter of 2015. Average daily
revenues for Paragon's floating rig fleet declined by three percent
to $252,000 per rig in the fourth quarter of 2015 from $260,000 per
rig in the third quarter of 2015.
Utilization of Paragon's marketed jackup rig fleet decreased to 55
percent in the fourth quarter compared to the 64 percent in the
third quarter of 2015. Average daily revenues for Paragon's jackup
fleet during the fourth quarter increased by four percent to
$121,000 per rig from $116,000 per rig during the third quarter of
2015.
At the end of the fourth quarter of 2015, an estimated 36 percent
of the company's marketed rig operating days were committed for
2016, including 28 percent and 37 percent of the floating and
jackup rig days, respectively. The calculations for committed
operating days exclude available days related to rigs that were
stacked and not marketed during the quarter.
Restructuring Update
As announced on February 15, 2016, Paragon commenced proceedings to
restructure its balance sheet under Chapter 11 of the United States
Bankruptcy Code ("Chapter 11") in the United States Bankruptcy
Court in the District of Delaware. The company has entered into a
Plan Support Agreement ("PSA") with an ad hoc committee
representing approximately 77 percent in the aggregate of holders
(the "Bondholders") of its senior unsecured notes and a group
comprising approximately 96 percent of the amounts outstanding (the
"Revolver Lenders") under Paragon's Senior Secured Revolving Credit
Agreement (the "Revolving Credit Agreement"). Approval of the
transaction by the Revolver Lenders and the Bondholders will
require that 2/3 in principal amount and 1/2 in number of those
voting in each class to approve the transaction. Paragon also
reached an agreement with Noble Corporation ("Noble") whereby Noble
will provide Mexican tax bonding and assume certain tax
liabilities.
Outlook
"It's already clear that 2016 will be a year of significantly
reduced activity across the industry," Mr. Stilley said. "We are
re-examining our capital and operating expenditures every day as we
look to improve our financial performance. Our focus for the year
is to proceed as quickly as possible with our restructuring
efforts, ensure that we maintain adequate liquidity, capture any
contract opportunities that become available, and position
ourselves for growth when commodity prices eventually trigger
renewed customer interest in offshore drilling."
Paragon Provides Additional Information: Prior Period Adjustment
and Going Concern Risk
For periods prior to Paragon's spin-off from Noble Corporation plc
("Noble") on August 1, 2014 (the "Spin-Off"), results of operations
are based on Noble's standard-specification business
("Predecessor") and include contributions from three standard
specification rigs retained by Noble and three standard
specification rigs that were sold prior to the Spin-Off.
Paragon's consolidated financial statements have been prepared
assuming that Paragon will continue as a going concern and
contemplate the realization of assets and the satisfaction of
liabilities in the normal course of business. The company's
ability to continue as a going concern is contingent upon the
Bankruptcy Court's approval of its reorganization plan. This
represents a material uncertainty related to events and conditions
that may cause significant doubt on the company's ability to
continue as a going concern and, therefore, the company may be
unable to realize its assets and discharge its liabilities in the
normal course of business. While operating as debtors in
possession under
Chapter 11, Paragon may sell or otherwise dispose of or liquidate
assets or settle liabilities, subject to the approval of the
Bankruptcy Court or as otherwise permitted in the ordinary course
of business (and subject to restrictions in our debt agreements),
for amounts other than those reflected in the company's
consolidated financial statements.
A copy of the Company's consolidated financial statements for the
fourth quarter of 2015 is available for free at:
http://is.gd/uJQ1hN
About Paragon Offshore
Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a
global provider of offshore drilling rigs. Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semisubmersibles). Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas. Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.
Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb.
14, 2016, after reaching a deal with lenders on a reorganization
plan that would eliminate $1.1 billion in debt.
The petitions were signed by Randall D. Stilley as authorized
representative. Judge Christopher S. Sontchi is assigned to the
cases.
The Debtors reported total assets of $2.47 billion and total debts
of $2.96 billion as of Sept. 30, 2015.
The Debtors have engaged Weil, Gotshal & Manges LLP as general
counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard
Freres & Co. LLC as financial advisor, Alixpartners, LLP as
restructuring advisor, and Kurtzman Carson Consultants as claims
and noticing agent.
PARALLEL ENERGY: Regulators Fight Bid for Structured Dismissal
--------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that U.S. regulators
are fighting natural gas producer Parallel Energy LP's attempt to
end its bankruptcy through a structured dismissal following a $110
million sale to Scout Energy, saying on March 4, 2016, in a
Delaware court filing that the proposal would only benefit the
Debtor's secured lenders at the expense of other stakeholders.
U.S. Trustee Andrew R. Vara, the U.S. Environmental Protection
Agency and U.S. Department of the Interior are objecting to
Parallel's motion to dismiss its Chapter 11 cases.
About Parallel Energy
Tulsa, Oklahoma-based natural gas producer Parallel Energy LP
formerly known as Parallel Energy Acquisitions LP, and Parallel
Energy GP LLC filed for Chapter 11 protection (Bankr. D. Del Case
Nos. 15-12263 and 15-12264) on Nov. 9, 2015. The petition was
signed by Richard N. Miller, chief financial officer.
The Hon. Kevin Gross presides over the case. Demetra L. Liggins,
Esq., and David M. Bennett, Esq., at Thompson & Knight LLP and
GianClaudio Finizio, Esq., at Bayard, P.A., represent the Debtor
as co-counsel. Alvarez & Marsal North America, LLC serves as
financial advisor. Prime Clerk LLC serves as notice, claims,
solicitation and balloting agent. The Debtor estimated assets and
debts at $100 million to $500 million.
PARS PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pars Properties, LLC
8153 Lake Serene Drive
Orlando, FL 32836
Case No.: 16-01636
Chapter 11 Petition Date: March 11, 2016
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtor's Counsel: Scott R. Shuker, Esq.
LATHAM, SHUKER, EDEN & BEAUDINE LLP
Post Office Box 3353
Orlando, FL 32802
Tel: (407) 481-5800
Fax: (407) 481-5801
E-mail: bknotice@lseblaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Hossein Olama, manager.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb16-01636.pdf
PERPETUAL ENERGY: S&P Lowers Corporate Credit Rating to 'CCC+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Calgary, Alta.-based Perpetual Energy
Inc. to 'CCC+' from 'B-'. Standard & Poor's also lowered its
issue-level rating on Perpetual's senior unsecured notes to 'CCC'
from 'B-', and revised its recovery rating on the notes to '5' from
'4', indicating S&P's expectation of modest (10%-30%) recovery,
albeit at the upper end of the range, for bondholders in a default
scenario.
The downgrade reflects S&P's view that Perpetual's forecast cash
flow generation will not be sufficient to sustain a stable reserves
and production profile. If North American natural gas prices
weaken relative to S&P's current assumptions, it believes the
company's credit profile could weaken further.
"Persistent weakness in North American natural gas prices, and our
expectation of production declines during our 2016-2018 forecasting
period, continue to pressure the company's cash flow and leverage
metrics," said Standard & Poor's credit analyst Michelle Dathorne.
"Although we believe Perpetual's total sources of liquidity will
remain sufficient to fully fund its financing obligations and our
estimate of its capital spending, our current cash flow and
spending forecasts will not allow the company to sustain a stable
production profile," Ms. Dathorne added.
Standard & Poor's derives its 'CCC+' corporate credit rating on
Perpetual from:
-- The vulnerable business risk and highly leveraged financial
risk profile assessments of the company; and
-- The application of the 'CCC' criteria in light of
Perpetual's small, regionally focused, natural gas-dominated
exploration and production (E&P) operations; high full-cycle
costs; and highly leveraged cash flow adequacy and leverage
metrics.
The stable outlook reflects S&P's view that the company should be
able to sustain its operations, albeit at reducing production and
cash flow levels during our 12-month rating outlook period.
Although the company's three-year (2016-2018), weighted-average
FFO-to-debt ratio has weakened from our earlier estimates, and S&P
now projects it to remain below 6% during our 2016-2017 outlook
period, S&P believes Perpetual should generate sufficient EBITDA to
fully fund its financing obligations and S&P's estimate of its
minimum required capital spending.
S&P would lower the rating to 'CCC' or below if the company's
EBITDA generation fell below the levels required to fund its
financing charges. At this point, S&P believes Perpetual's capital
structure would be at risk of becoming permanently impaired.
Furthermore, Lower levels of EBITDA generation would accelerate the
depletion of the company's liquidity sources, which would further
weaken its overall credit profile.
S&P would raise the rating to 'B-', if Perpetual generated
sufficient cash flow to fully fund all required financing charges,
and sufficient FFO to maintain a stable reserves and production
profile. The company's ongoing viability remains contingent on
being able to internally fund these spending requirements. At
present, S&P's capital spending estimates result in continued
production declines. Under S&P's current hydrocarbon price
assumptions, it do not expect the company to generate sufficient
FFO to achieve a stable production profile until 2017.
PHH CORP: Moody's Affirms Ba3 CFR & Changes Outlook to Negative
---------------------------------------------------------------
Moody's Investors Service affirmed PHH Corporation's Ba3 corporate
family and senior unsecured debt ratings and non-prime commercial
paper rating. Moody's also changed the rating outlook to negative
from stable.
These ratings have been affirmed:
Issuer: PHH Corporation
Commercial Paper, NP
Long Term Corporate Family Rating, Ba3
Senior Unsecured MTN, (P)Ba3
Senior Unsecured Regular Bond/Debenture, Ba3
Outlook Actions:
Issuer: PHH Corporation
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
The change to negative outlook reflects the company's weak
profitability as well as the likely negative credit implications of
PHH's March 9, 2016, announcement that it is reviewing its
strategic options. The company last reviewed its business strategy
in 2014, which resulted in the sale of its vehicle fleet management
business. Possible outcomes of the strategic review that would
weaken the company's financial profile include increasing financial
leverage to lift equity returns, selling the company to a weaker
enterprise, or rapidly expanding origination volumes including
through a large acquisition. Possible outcomes of the strategic
review that would strengthen the company's financial profile
include selling the company to a financially stronger acquirer.
Moody's believes the company is again reviewing strategic options
as a result of weak recent financial performance and projected near
term modest profitability. The profitability of the company will
at best be modest in the near-term.
PHH has stated that they need to increase origination volume in
order to improve profitability. The company expanded into
distributed retail originations in 2015 but was unsuccessful. Even
after renegotiating their private label contracts in 2014 and 2015
to increase pricing, the company's profitability continues to be
constrained by high regulatory costs as well as private label
clients' electing to keep a majority of their mortgage originations
rather than sell them to PHH and the expectation for a smaller
mortgage market.
PHH's ratings reflect its current strong capital and solid
liquidity positions along with limited asset quality concerns.
These positives are offset by the company's constrained
profitability, its revenue concentrations with Realogy, Merrill
Lynch and Morgan Stanley and its reliance on short-term repurchase
facilities to finance its mortgage origination business.
PHH's ratings could be downgraded if its financial profile
materially weakens, particularly if the company is unable to
achieve profits excluding MSR fair value marks in 2016, or if its
tangible common equity to total assets decreases below 25%.
Moreover, downward rating pressure could result if its liquidity
profile weakens materially, such as if its unrestricted cash
balance over debt and repurchase facility maturities over the next
24 months falls below 70% or secured debt to tangible assets
increases above 35%.
Given the negative outlook, it is unlikely that the company's
ratings will be upgraded.
The principal methodology used in these ratings was Finance
Companies published in October 2015.
PREMIUM TRANSPORTATION: Case Summary & 30 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Premium Transportation Services, Inc.
dba Total Transportation Services, Inc.
18735 South Ferris Place
Rancho Dominguez, CA 90220
Case No.: 16-10629
Chapter 11 Petition Date: March 13, 2016
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Debtor's Counsel: Robert J. Dehney, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL, LLP
1201 N. Market Street
P O. Box 1347
Wilmington, DE 19899-1347
Tel: (302) 658-9200
Fax: (302) 658-3989
E-mail: rdehney@mnat.com
- and -
Erin R Fay, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL, LLP
1201 North Market Street
PO Box 1347
Wilmington, DE 19801
Tel: 302-351-9668
Fax: 302-225-2561
Email: efay@mnat.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Sam Joumblat, CFO.
A list of the Debtor's 30 largest unsecured creditors is available
for free at http://bankrupt.com/misc/deb16-10629.pdf
PROFESSIONAL TRAINING CENTER: Marcia Dunn Named Chapter 7 Trustee
-----------------------------------------------------------------
Marcia Dunn, a founding partner of Dunn Law P.A., has been duly
appointed the Chapter 7 Trustee for Professional Training Center
Inc. d/b/a Mattia College ("Mattia College"). Ms. Dunn has
retained the law firm of Berger Singerman LLP to assist her with
the wind down and liquidation of Mattia College.
Mattia College filed for bankruptcy protection on February 29,
2016. On March 3, 2016, Bankruptcy Court entered an order
converting the case to a liquidation under Chapter 7, and on the
same date the Office of the United States Trustee appointed
Ms. Dunn as the chapter 7 Trustee.
Ms. Dunn is tasked with administering the assets of Mattia College
for the benefit of its creditors. In order to provide information
most efficiently to former students and creditors of Mattia
College, Ms. Dunn has created a website,
http://www.mattiacollege.club/
The website contains answers to frequently asked questions and
provides links to other websites with relevant information,
including the State of Florida Commission for Independent Education
and the U.S. Department of Education.
The website also provides an email address --
mattia@bergersingerman.com -- and telephone number -- 305-603-0810
-- for creditors and former students to provide the Trustee and her
counsel information that may be helpful or relevant to the
efficient administration of the Mattia College bankruptcy estate
and collection of assets for the benefit of its creditors.
The deadline to file a proof of claim with the Bankruptcy Court is
July 5, 2016, and the website contains a link to facilitate the
filing of proofs of claims.
The case is: In re Professional Training Center, Inc., d/b/a Mattia
College. 16-12778-RAM, Southern District of Florida Bankruptcy
Court.
Any specific inquiries and relevant information should be directed
to: mattia@bergersingerman.com
PROFESSIONAL TRAINING CENTER: Mattia College Files for Bankruptcy
-----------------------------------------------------------------
Brian Bandell at South Florida Business Journal reported that the
parent of for-profit Mattia College filed Chapter 11 reorganization
in U.S. Bankruptcy Court on Feb. 29, 2016, shorty after it closed
its schools in West Kendall and Doral. On March 3, 2016, the
Bankruptcy Court entered an order converting the case to a
liquidation under Chapter 7
Professional Training Centers listed assets and liabilities both in
the range of $1 million to $10 million. It's owned by Antonio
Mattia. Miami attorney Diego G. Mendez represents the Debtor.
Mattia College had more than 500 students and 100 employees before
it closed, according to a motion to convert the case to Chapter 7
liquidation by U.S. Bankruptcy Trustee Guy Gebhardt. Mattia
College, which provided training for medical and dental assistants,
lost its accreditation status and its ability to receive
government-backed student loans, he added.
"The U.S. Trustee was advised that the Debtor has no funding or
working capital, has ceased operations and has not paid its
employees in several months," Gebhardt said. However, Gebhardt
added the Mattia College has several pieces of valuable equipment
at its facilities.
Its main campus was at 13926 S.W. 47th Street. In December 2015, a
company affiliated with Mattia, sold that property for
$12.5 million to a group led by Miami Beach developers Michael
Simkins and Ronald Simkins. The buyers leased it back to the
college. Its largest debt listed was $19.5 million owed to its
landlord, controlled by the Simkins'.
PULSE NETWORK: Net Loss Widens to $1.18 Mil. in Dec. 2015 Quarter
-----------------------------------------------------------------
The Pulse Network, Inc., posted wider net loss of $1,184,291 for
the fiscal third quarter ended Dec. 31, 2015, from a net loss of
$987,493 for the same period in 2014. It said net sales were down
$944,261 from $2,198,574 for the same period in 2014.
At Dec. 31, 2015, the Company had total assets of $1,262,224
against total current liabilities of $6,538,493 and total
stockholders' deficiency of $7,038,205.
The Company admits it has limited resources and operating history.
As of Dec. 31, 2015, the Company has an accumulated deficit of
$8,194,529 and has negative working capital of $6,258,349. The
future of the Company is dependent upon its ability to obtain
financing and upon future profitable operations from the
development of new business opportunities.
Management has plans to seek additional capital through private
placements and public offerings of its common stock. There can be
no assurance that the Company will be successful in accomplishing
its objectives. Without such additional capital, the Company may be
required to cease operations.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern, the Company said.
A copy of the Company's Form 10-Q Report for the quarterly period
ended December 31, 2015, is available at http://1.usa.gov/1THh0J6
QUICKSILVER RESOURCES: Midstream Defends Deal in White Hot Dispute
------------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that a midstream
pipeline operator contracted with Quicksilver Resources Inc. urged
a Delaware bankruptcy court on March 4, 2016, to stop the oil and
gas producer from rejecting the operator's agreement, in a closely
watched fight both sides called "white hot" and that gas processors
said could threaten the fragile midstream industry. The battle
unfolded during a hearing in Wilmington with a nervous midstream
industry looking on -- many of which fear that the historic plummet
in energy commodity prices, which has swept so many producers into
Chapter 11, could bubble over into their sector if the court allows
Quicksilver to reject its agreements with Crestwood Midstream
Partners LP and several affiliates.
According to the report, under bankruptcy law, debtors are
permitted to reject certain contracts, and Quicksilver wants to
ditch its agreement with Crestwood in part because doing so is a
condition of closing for Quicksilver's $245 million oil and gas
assets sale to Oklahoma-based BlueStone Natural Resources. But
Crestwood argued that under the Texas law that governs the issue,
Quicksilver's obligations would survive any transfer because of the
type of property right bestowed by the agreements, and that the
debtor is therefore actually not permitted to reject the contracts
without at least a more involved adversary action.
About Quicksilver Resources
Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane. Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.
The Company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana. The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc. is headquartered in Calgary, Alberta.
On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11
of title 11 of the United States Code in Delaware. Quicksilver's
Canadian subsidiaries were not included in the chapter 11 filing.
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.
The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion
in total assets, $2.35 billion in total liabilities and total
stockholders' deficit of $1.14 billion.
The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.
Quicksilver Resources Inc. and its U.S. subsidiaries on January
22, 2016, entered into an Asset Purchase Agreement with BlueStone
Natural Resources II, LLC pursuant to which the Buyer agreed to
purchase substantially all of the Sellers' U.S. oil and gas assets
for a cash purchase price of $245.0 million.
The consummation of the transactions contemplated by the Purchase
Agreement is subject to customary closing conditions, and such
transactions are expected to close on or before March 31, 2016.
RDIO INC: Court Extends Plan Filing Exclusivity Through April 4
---------------------------------------------------------------
Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern
District of California, San Francisco Division approved the
stipulation entered into by Debtor Rdio, Inc., Iconical Investments
II LP, Pulser Media, Inc. and the Official Committee of Unsecured
Creditors ("Official Committee"), extending the Debtor's exclusive
periods for filing and soliciting acceptances of the Chapter 11
plan.
At the behest of the parties, Judge Montali ordered the extension
of the Debtor's exclusive periods to file and solicit acceptances
of a chapter 11 plan through April 4, 2016 and June 3, 2016,
respectively. The extensions are without prejudice to the rights
of the Debtor to seek further extensions of the plan exclusivity
deadlines. Judge Montali acknowledged the Official Committee's
reservation of all rights to oppose any request of the Debtor to
seek further extensions of the plan exclusivity deadlines, as well
as the Committee's waiver of the right to seek to terminate the
Debtor's extended exclusivity periods.
Judge Montali further ordered the extension of the Committee's
"challenge deadline" through April 4, 2016. The parties agreed
that that they will not initiate any contested matter or adversary
proceeding seeking to recover any Sale proceeds on or before
April 4, 2016, except as otherwise authorized by the Court's Final
DIP Order or Sale Order.
The Creditors Committee initially objected to the Debtor's request
for an exclusivity extension.
The Official Committee of Unsecured Creditors is represented by:
John D. Fiero, Esq.
Debra I. Grassgreen, Esq.
John W. Lucas, Esq.
Jason H. Rosell, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
150 California Street, 15th Floor
San Francisco, CA 94111
Telephone: (415)263-7000
Facsimile: (415)263-7010
E-mail: jfiero@pszjlaw.com
dgrassgreen@pszjlaw.com
jlucas@pszjlaw.com
jrosell@pszjlaw.com
RDIO, Inc. is represented by:
Ron Bender, Esq.
Philip A. Gasteier, Esq.
Monica Y. Kim, Esq.
Krikor J. Meshefejian, Esq.
LEVENE, NEALE, BENDER, YOO &
BRILL, LLP
10250 Constellation Boulevard, Suite 1700
Los Angeles, CA 90067
Telephone: (310)229-1234
Facsimile: (310)229-1244
E-mail: rb@lnbyb.com
pag@lnbyb.com
myk@lnbyb.com
kjm@lnbyb.com
About RDIO, Inc.
Rdio, Inc., was founded in 2008 as a digital music service. The
business operations were launched in 2010 after Rdio secured all
of
the major record label rights. Since that time, Rdio has strived
to grow into a worldwide music service, and today is in
approximately 86 countries.
Rdio, Inc., filed Chapter 11 bankruptcy petition (Bankr. N.D.
Calif. Case No. 15-31430) on Nov. 16, 2015, with a deal in place
to
sell the company to Pandora Media. The petition was signed by
Elliott Peters as senior vice president. Judge Dennis Montali has
been assigned the case.
The Debtor estimated assets in the range of $50 million to $100
million and liabilities of more than $100 million.
Levene, Neale, Bender, Yoo & Brill LLP serves as the Debtor's
counsel. Moelis & Company serves as investment banker.
RELATIVITY MEDIA: Kevin Spacey Won't Be Chairman
------------------------------------------------
Tom Corrigan, writing for Dow Jones' Daily Bankruptcy Review,
reported that after weeks of near silence on a critical component
of its plan to exit bankruptcy protection, Relativity Media LLC
said actor and "House of Cards" star Kevin Spacey won't take over
as the Hollywood studio's chairman.
According to the report, the withdrawal of Mr. Spacey's star power
is the latest loop in Relativity's roller-coaster bankruptcy,
during which the film studio has struggled to line up enough new
investors to convince a judge to give it a second chance under a
proposal that would erase hundreds of millions of dollars of debt.
As previously reported by The Troubled Company Reporter on Feb. 4,
2016, citing Bloomberg Brief, reported that Relativity Media's exit
plan will bring in actor Kevin Spacey to oversee motion picture
content, a move one of the company's lawyers described as a "game
changer."
Relativity lawyer Richard Wynne, according to Bloomberg, told the
court that the company has negotiated a deal with Mr. Spacey, the
Oscar-winning actor, and Dana Brunetti's production company,
Trigger Street. He told the judge the pair would oversee all
motion picture content for the reorganized company, giving them
authority to select projects for development, the Bloomberg report
related.
"On the creative side, assuming that we conclude everything and
Spacey and Brunetti join the company, it will be a game changer
for
the company," the Bloomberg report said, citing Mr. Wynne.
About Relativity
Relativity -- http://relativitymedia.com/-- is a next-generation
global media company engaged in multiple aspects of content
production and distribution, including movies, television, sports,
digital and music. More than just a collection of
entertainment-related businesses, Relativity is a content engine
with the ability to leverage each of these business units,
independently and together, to create content across all mediums,
giving consumers what they want, when they want it.
Relativity Studios, the Company's largest division, has produced,
distributed or structured financing for more than 200 motion
pictures, generating more than $17 billion in worldwide box-office
revenue and earning 60 Oscar nominations. Relativity's films
include Oculus, Safe Haven, Act of Valor, Immortals, Limitless,
and
The Fighter.
Relativity Media LLC and its affiliates, including Relativity
Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy
Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989). The
case is assigned to Judge Michael E. Wiles.
The Debtors are represented by Craig A. Wolfe, Esq., Malani J.
Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin
Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq.,
Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day,
in New York.
Brian Kushner of FTI Consulting, Inc., serves as chief
restructuring officer and crisis and turnaround manager. Luke
Schaeffer of FTI Consulting, Inc., serves as deputy CRO.
Blackstone Advisory Partners L.P. serves as the Debtors'
investment
banker. The team is led by Timothy Coleman, Senior Managing
Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice
President, and Joseph Goldschmid, Associate.
The Debtors' noticing and claims agent is Donlin, Recano &
Company,
Inc.
* * *
An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP on
Oct. 21, 2015, completed its purchase of the assets of Relativity
Television.
After selling their TV business, the Debtors and CEO Ryan C.
Kavanaughfiled a proposed plan of reorganization that will allow
the Debtors to reorganize their non-TV business units with a
substantially de-levered balance sheet utilizing new equity
investments and new financing.
Jim Cantelupe, of Summit Trail Advisors, LLC, assisted the Debtors
in raising up to $100 million of new equity to fund the Plan.
The Bankruptcy Court on Feb. 8, 2016 confirmed the Debtors' Fourth
Amended Plan. A copy of the Fourth Amended Plan is available at
http://is.gd/wZI1gd
RELATIVITY MEDIA: Raises $100-Mil. in New Funding for Ch. 11 Exit
-----------------------------------------------------------------
Relativity Media on March 12 disclosed that it has filed the
necessary documents and believes it has met the conditions required
by Judge Wiles of the United States Bankruptcy Court for the
Southern District of New York for the company to emerge from
Chapter 11.
Relativity Media has raised, and submitted to the court, final
documentation of more than $100 million in new funding; concluded
and signed its deal for Dana Brunetti to be President of
Production; and concluded a deal with Trigger Street.
"I've joined Relativity for the opportunity to build a studio and
to continue on a larger level with the type of projects, ideas, and
forward thinking that's proven successful at Trigger Street," said
Dana Brunetti, President of Relativity's Motion Picture and
Television Group. "Bringing our mindset to the existing
architecture at Relativity is a logical next step. It's an
exciting time both at the studio and the industry as a whole, and I
look forward to taking the helm to help steer the ship on its new
course."
"We are thrilled to have Dana and the Trigger Street team at the
creative helm ýof Relativity. Their track record speaks for
itself and is one of the most exciting steps forward for the
company," said a Relativity spokesperson. "Having developed and
produced such successful content as Captain Phillips, Fifty Shades
of Grey, The Social Network, 21 ýand House of Cards to name a few,
Dana brings a whole new level of creative success to Relativity. We
are equally as excited to have closed a deal on Trigger Street,
grateful for Kevin's support in this deal and that he was a driving
force in closing the deal."
Relativity Studios is the largest privately-held, independent film
studio and has produced, distributed or structured financing for
more than 200 motion pictures, generating more than $17 billion in
worldwide box-office revenue and earning 60 Oscar nominations.
Relativity Studios has several upcoming movie releases, including:
-- Before I Wake - directed by Mike Flanagan; starring Kate
Bosworth, Thomas Jane & Jacob Tremblay
-- Kidnap - directed by Luis Prieto; starring Halle Berry
-- Masterminds - directed by Jared Hess; starring Zach
Galifianakis & Kristen Wiig
-- The Strangers 2 - directed by Marcel Langenegger; starring
Gemma Ward & Liv Tyler
-- The Crow – directed by Corin Hardy; starring Andrea
Riseborough & Forest Whitaker
-- Hunter Killer – directed by Donovan Marsh; starring Gerard
Butler, Gary Oldman & Billy Bob Thornton
Relativity Studios' previous films include Immortals, Limitless,
The Fighter, Act of Valor and Safe Haven. The company's scripted
television division is behind CBS's newest hit show, "Limitless,"
based on the film released by Relativity Studios in 2011 that
grossed more than $160 million worldwide. In 2015 Relativity
Digital Studios released its first feature-length film, Summer
Forever, and is set to release two additional films in the Summer
Forever franchise later this year.
About Relativity
Relativity -- http://relativitymedia.com/-- is a next-generation
global media company engaged in multiple aspects of content
production and distribution, including movies, television, sports,
digital and music. More than just a collection of
entertainment-related businesses, Relativity is a content engine
with the ability to leverage each of these business units,
independently and together, to create content across all mediums,
giving consumers what they want, when they want it.
Relativity Studios, the Company's largest division, has produced,
distributed or structured financing for more than 200 motion
pictures, generating more than $17 billion in worldwide box-office
revenue and earning 60 Oscar nominations. Relativity's films
include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and
The Fighter.
Relativity Media LLC and its affiliates, including Relativity
Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy
Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989). The
case is assigned to Judge Michael E. Wiles.
The Debtors are represented by Craig A. Wolfe, Esq., Malani J.
Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin
Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq.,
Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in
New York.
Brian Kushner of FTI Consulting, Inc., serves as chief
restructuring officer and crisis and turnaround manager. Luke
Schaeffer of FTI Consulting, Inc., serves as deputy CRO.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker. The team is led by Timothy Coleman, Senior Managing
Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice
President, and Joseph Goldschmid, Associate.
The Debtors' noticing and claims agent is Donlin, Recano & Company,
Inc.
* * *
An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct.
21, 2015, completed its purchase of the assets of Relativity
Television.
After selling their TV business, the Debtors and CEO Ryan C.
Kavanaugh filed a proposed plan of reorganization that will allow
the Debtors to reorganize their non-TV business units with a
substantially de-levered balance sheet utilizing new equity
investments and new financing.
Jim Cantelupe, of Summit Trail Advisors, LLC, assisted the Debtors
in raising up to $100 million of new equity to fund the Plan.
The Bankruptcy Court on Feb. 8, 2016 confirmed the Debtors' Fourth
Amended Plan. A copy of the Fourth Amended Plan is available at
http://is.gd/wZI1gd
REPUBLIC AIRWAYS: Seeks to Return Some Aircraft
-----------------------------------------------
Tiffany Kary and Mary Schlangenstein, writing for Bloomberg Brief,
reported that Republic Airways Holdings Inc. said it will seek to
use its bankruptcy to return or transfer title to some planes or
engines.
According to the report, Republic seeks to return or transfer title
to 7 Embraer E-145 aircraft and 1 Rolls Royce AE3007 engine "as a
first step" in getting rid of "excess owned equipment." Republic
owns or leases about 300 aircraft and is seeking to slim down to
single family type -- Embraer 170/175, the report related. The
company wants to return "out-of-favor" aircraft such as Q400s,
ERJ-145s and ERJ140s, the report further related.
About Republic Airways
Republic Airways Holdings Inc., based in Indianapolis, is an
airline holding company (NASDAQ: RJET) that owns Republic Airline
and Shuttle America Corporation. Republic Airline and Shuttle
America -- http://www.rjet.com/-- offer approximately 1,000
flights daily to 105 cities in 38 states, Canada, the Caribbean,
and the Bahamas through Republic's fixed-fee codeshare agreements
under our major airline partner brands of American Eagle, Delta
Connection and United Express. The airlines currently employ
about
6,000 aviation professionals.
On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated
debtors each filed a voluntary petition for relief under Chapter
11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York. The
Debtors have requested that their cases be jointly administered
under Case No. 16-10429. The petitions were signed by Joseph P.
Allman as senior vice president and chief financial officer.
Judge
Sean H. Lane has been assigned the cases.
As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.
Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP
is the independent auditor. Prime Clerk is the claims and
noticing
agent.
ROCKY ASPEN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rocky Aspen, LLC
dba Aspen Kitchen
170 East 61st Street, 4th Floor
New York, NY 10065
Case No.: 16-12194
Chapter 11 Petition Date: March 11, 2016
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Hon. Elizabeth E. Brown
Debtor's Counsel: David M. Miller, Esq.
BERENBAUM WEINSHIENK
370 17th St., Ste. 4800
Denver, CO 80202
Tel: 303-825-0800
Fax: 303-629-7610
E-mail: dmiller@bw-legal.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Stephen Goglia, co-manager of Rocky
Aspen, LLC.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob16-12194.pdf
ROOSTER ENERGY: Enters Into First Amendment & Waiver on Sr. Notes
-----------------------------------------------------------------
Rooster Energy Ltd. on March 14 disclosed that effective December
31, 2015 it has entered into a First Amendment and Waiver to the
Amended and Restated Note Purchase Agreement (the "First
Amendment") pursuant to which it issued senior secured notes in the
amount of US$60 million (the "Notes") due on June 25, 2018.
The Notes are secured by a first priority security interest, lien
and mortgage on all of the assets of the Company. Pursuant to the
First Amendment, all of the financial and performance covenants of
the credit facility and scheduled loan amortization are waived for
the fiscal quarters ending March 31, 2016 and June 30, 2016. The
Notes bear interest at a rate equal to Libor + 11.5% per annum with
interest payments due monthly; the minimum interest rate will be
13.0% per annum. Additionally, from and after March 9, 2016 until
June 30, 2016 interest at the rate of eight percent (8%) per annum
shall be payable in kind. Upon closing of the First Amendment, the
Company terminated all existing commodity derivative or swap
agreements and will apply the proceeds of US$4 million to reduce
the principal balance of the Notes with the reminder to be used for
general corporate purposes.
Robert P. Murphy, Chief Executive Officer commented, "This
amendment is the result of a decision by management to proactively
address the impact of the severe drop in commodity prices in 2015
and the resultant negative effect on the ability of the Company to
comply with the asset coverage ratio covenant in our loan
agreement. The First Amendment has also pre-empted other potential
covenant non-compliance possibilities anticipated in the first half
of 2016. We are currently evaluating alternatives to recapitalize
the Company's debt structure to more accommodating levels for the
current commodity price environment. Despite dramatically lower
commodity prices, our diversified business strategy has enabled the
Company to better withstand the current price environment. While
the outlook for the near term remains challenging, our backlog of
contracted decommissioning work for 2016 and 2017 continues to
provide a beneficial source of revenue to the Company.
Additionally, new business opportunities continue to arise and our
unique 'cradle to grave' strategy positions the Company to benefit
from such opportunities."
If the Company is unable to restructure the financial and
performance covenants of the credit facility or extend the term of
the waiver on or before the end of the fiscal quarter ending June
30, 2016, then the Company may be in default of one or more of the
covenants and in that event the holders of the Notes may exercise
their remedies against the Company. No assurances can be given
that the Company will be able to reach agreement with the holders
of the Notes on the consequences of any possible default at that
time and in that event the Company may not be able to continue as a
going concern.
About Rooster Energy Ltd.
Rooster Energy Ltd. -- http://www.roosterenergyltd.com/-- is a
Houston, Texas, based vertically integrated oil and gas exploration
production company combined with a well service
intervention/plugging and abandonment subsidiary focused in the
shallow waters of the US Gulf of Mexico. Its primary oil and gas
assets consist of producing oil and gas wells located on US federal
and state oil and gas leases and service company assets consisting
of rigless well plugging and abandonment/intervention units.
ROVI CORP: S&P Raises Rating on Sr. Sec. Term Loan B to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating on
Rovi Corp.'s senior secured term loan B to 'BB' from 'BB-' and
revised the recovery rating to '1' from '2'. The '1' recovery
rating indicates S&P's expectation for very high recovery
(90%-100%) of principal in the event of a payment default.
The rating actions follow a review of S&P's recovery assumptions on
Rovi. Rovi's $700 million term loan B due 2021 is the only senior
secured debt in the capital structure because the company repaid
its $125 million term loan A and terminated its $175 million
revolving credit facility.
S&P's other ratings on Rovi remain unchanged, including the 'B+'
corporate credit rating.
Rovi's leverage was 4.1x as of Dec. 31, 2015, which is within the
4x-5x range S&P typically associates with an aggressive financial
risk profile. S&P expects leverage to be in the low-4x area over
the next 12 months, primarily due to the company's increased
ligation expenses, before decreasing to below 4x.
S&P's fair business risk profile assessment on Rovi reflects the
company's relatively stable revenue, above-average EBITDA margin,
and the industry's high barriers to entry. These strengths largely
offset the company's narrow business platforms and meaningful
technology risk.
RATINGS LIST
Rovi Corp.
Corporate Credit Rating B+/Stable/--
Upgraded
To From
Rovi Guides Inc.
Rovi Solutions Corp.
Senior secured
Term loan B credit facility BB BB-
Recovery Rating 1 2H
RYCKMAN CREEK: Creditors' Panel Hires Greenberg Traurig as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors Ryckman Creek
Resources, LLC and its debtor-affiliates seek authorization from
the U.S. Bankruptcy Court for the District of Delaware to retain
Greenberg Traurig, LLP as counsel to the Committee, nunc pro tunc
to February 12, 2016.
The Committee requires Greenberg Traurig to:
(a) advise the Committee with respect to its rights, duties,
and powers in these Cases;
(b) assist and advise the Committee in its consultations with
the Debtors in connection with the administration of these
Cases;
(c) assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of
the Debtors, operation of the Debtors' businesses and the
desirability of continuing or selling such businesses
and/or assets under Bankruptcy Code section 363, the
formulation of a chapter 11 plan, and other matters
relevant to these Cases;
(d) assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and
in negotiating with holders of claims and equity interests,
including analysis of possible objections to the nature,
extent, validity, priority, amount, subordination, or
avoidance of claims and/or transfers of property in
consideration of such claims;
(e) advise and represent the Committee in connection with
matters generally arising in these Cases, including the
obtaining of credit, the sale of assets, and the rejection
or assumption of executory contracts and unexpired leases;
(f) appear before this Court, any other federal, state, or
appellate court;
(g) prepare, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda,
complaints, objections, and responses to any of the
foregoing; and
(h) perform such other legal services as may be required or are
otherwise deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set
forth in the Bankruptcy Code, Bankruptcy Rules, or other
applicable law.
Greenberg Traurig will be paid at these hourly rates:
Shari L. Heyen $890
David B. Kurzweil $875
Michael L. Burnett $600
Dennis A. Meloro $795
David R. Eastlake $500
Sean A. Gordon $475
Benjamin R. Keck $375
Jonathan Strom $250
Elizabeth C. Thomas $340
Gail Jamrok $320
Shareholders $375-$1,235
Of Counsel $310-$1,250
Associates $160-$765
Legal Assistants/Paralegals $110-$410
Greenberg Traurig will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Shari L. Heyen, shareholder of Greenberg Traurig, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Pursuant to the Appendix B Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed Under United
States Code by Attorneys in Larger Chapter 11 Cases (the "Revised
UST Guidelines"), Greenberg Traurig disclosed:
-- Greenberg Traurig was not selected to represent the Committee
until after it was appointed by the United States Trustee on
February 12, 2016, i.e., post-petition. Greenberg Traurig's
billing rates increased at the beginning of 2016 from its
rates in 2015, but its rates have not increased following the
Petition Date.
-- The Committee and Greenberg Traurig expect to develop a
prospective budget and staffing plan, recognizing that in the
course of these Cases, there may be unforeseeable fees and
expenses that will need to be addressed by the Committee and
Greenberg Traurig.
Greenberg Traurig can be reached at:
Dennis A. Meloro, Esq.
GREENBERG TRAURIG, LLP
1007 North Orange Street, Suite 1200
Wilmington, DE 19801
Tel: (302) 661-7395
Fax: (302) 661-7165
E-mail: melorod@gtlaw.com
- and -
Shari L. Heyen, Esq
GREENBERG TRAURIG, LLP
1000 Louisiana, Suite 1700
Houston, TX 77002
Tel: (713) 374-3500
Fax: (713) 374-3505
E-mail: HeyenS@gtlaw.com
About Ryckman
Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC,
Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
16-10292 to 16-10295) on Feb. 2, 2016. The petitions were signed
by Robert Foss as chief executive officer. Kevin J. Carey has been
assigned the case.
The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel, AP Services, LLC as management provider, Evercore Group
LLC as investment banker, and Kurtzman Carson Consultants LLC as
claims and noticing agent.
The Debtors estimated both assets and liabilities in the range of
$100 million to $500 million. As of the Petition Date, Ryckman had
approximately $333 million of prepetition bank debt.
RYCKMAN CREEK: Has $2M Bridge Loan; Final Hearing March 24
----------------------------------------------------------
Ryckman Creek Resources, LLC, et al., delayed until March 24, 2016
the hearing for final approval of their request to obtain $30
million of long-term DIP financing, saying that they have not yet
been able to finalize a commitment by any party to provide such
financing. For the meantime, the Debtors secured approval of
another $2 million in bridge financing that will fund operations
while talks for a long-term financing are still ongoing.
On the Petition Date, the Debtors filed a motion seeking approval
of a $3 million bridge facility and a $30 million postpetition loan
facility from lenders. ING Capital LLC serves as Administrative
Agent, Bridge Lender and DIP Lender.
On Feb. 3, 2016, the Court entered an interim order authorizing
Ryckman Creek Resources to borrow up to $3 million under the bridge
facility and scheduling a final hearing on March 1, 2016.
On Feb. 25, 2016, the Debtors filed a motion seeking to (i)
increase the amount of the secured postpetition bridge financing by
an additional $2 million and (ii) schedule a final hearing on or
prior to March 25.
The Debtors explained that although the Debtors and their advisors
have worked diligently with their creditor constituencies and third
parties to secure the long-term DIP Facility and are hopeful that
such financing will be finalized in the near term, the Debtors have
not yet been able to finalize a commitment by any party to provide
such financing. In the meantime, ING Capital as Bridge Lender, has
agreed to extend the Incremental Bridge Financing, subject to this
Court's approval, which should provide the Debtors with the
liquidity needed to finalize the DIP Facility Credit Agreement.
For the period of March 1, 2016 through March 25, 2016, the Debtors
estimate that they will require additional interim financing in an
amount not to exceed an additional $2,000,000 above the Bridge
Facility. Such additional interim financing will afford the
Debtors and the Creditors' Committee additional time to negotiate
the final DIP Facility, which will enable the Debtors to continue
to fund certain key construction projects to allow them to
successfully and profitably operate the Ryckman Creek Facility
during and after the Chapter 11 Cases.
Accordingly, at the behest of the Debtors, Judge Kevin J. Carey on
March 2, 2016, entered a Second Interim DIP Order, which approved
the additional $2 million bridge facility. A final hearing on the
Debtors' motion to obtain DIP financing is scheduled for March 24,
2016, at 1:30 p.m. Objections are due March 17.
The Bridge Financing Term Sheet requires the Debtors to execute a
plan support agreement with the Agent, and other Prepetition
Lenders within 37 days of the Petition Date.
As of the Petition Date, Ryckman had approximately $333,000,000 of
prepetition bank debt which comprised of the following principal
amounts plus accrued interest:
* Tranche A Debt: $55,000,000 in principal amount of Tranche A
debt, which is subdivided into two tranches, the Initial Tranche A
Loans in the principal amount of $50,000,000 and the Secondary
Tranche A Loans in the principal amount of $5,000,000;
* Tranche B Debt: $95,000,000 in principal amount of Tranche B
debt, which is subdivided into three tranches, the Initial Tranche
B Loans in the principal amount of $55,000,000, the Secondary
Tranche B Loans in the principal amount of $15,000,000, and the
Tertiary Tranche B Loans in the amount of $25,000,000; and
* Term Loan Debt: $160,000,000 in principal amount of term loan
debt.
The ING Capital, as Bridge Lender, is represented by:
HOLLAND & KNIGHT LLP
Robert Jones
Brent McIlwain
200 Crescent Court, Suite 1600
Dallas, Texas
Tel: (214) 964-9483/ (214) 964-9481
E-mail: robert.jones@hklaw.com
brent.mcilwain@hklaw.com
- and -
BAYARD, P.A.
Neil B. Glassman
Justin R. Alberto
222 Delaware Avenue, Suite 900
Wilmington, DE 19801
E-mail: nglassman@bayardlaw.com
jalberto@bayardlaw.com
About Ryckman
Formed on Sept. 8, 2009, Ryckman Creek Resources, LLC is engaged in
the acquisition, development, marketing, and operation of a natural
gas storage facility known as the Ryckman Creek Facility. The
Ryckman Creek Facility is a depleted crude oil and
natural gas reservoir located in Uinta County, Wyoming. The
Company began development of the reservoir into a natural gas
storage facility in 2011. The Ryckman Creek Facility began
commercial operations in late 2012 and received injections of
customer gas and gas purchased by the Company. The Debtors have
approximately 35 employees.
Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC,
Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
16-10292 to 16-10295) on Feb. 2, 2016. The petitions were signed
by Robert Foss as chief executive officer. Kevin J. Carey has been
assigned the case.
The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel, AP Services, LLC as management provider, Evercore Group
LLC as investment banker, and Kurtzman Carson Consultants LLC as
claims and noticing agent.
The Debtors estimated both assets and liabilities in the range of
$100 million to $500 million. As of the Petition Date, Ryckman
had
approximately $333 million of prepetition bank debt.
SABLE OPERATING: Interim Cash Order Extended by 30 Days
-------------------------------------------------------
Judge Stacey G. Jernigan on Feb. 28, 2016, entered an agreed order
extending the terms of the Jan. 25, 2016 interim order authorizing
Sable Operating Company's use cash collateral by another 30 days.
The Court will convene another interim hearing on March 29, 2016,
on the Debtor's motion to use cash collateral. Attorneys for the
Debtor, the Ad Hoc Committee of Certain Secured Lenders, and Cory
Hall and RKJ Holdings LLC presented the agreed order.
Venture Strong II, LLC, Penn Investment Funds, LLC, Ellis Holdings,
LP, RKJ Holdings, LLC, Midland Pipe and Equipment, Inc., R&D
Royalties, Inc. RMT Energy, LLC, Prejos Partners, L.P. John R.
Bertsch, 2010 Scott Family Trust, William Daly Powers Family 2012
GST Exempt Trust, Judah Oil, LLC, ELSR LP, and Cory and Jennifer
Hall (collectively the "Secured Lenders") claim that substantially
all of the Debtor's assets are subject to their prepetition liens,
including liens on rents. In addition, Baker Hughes Oilfield
Operations, Inc. ("Baker Hughes") and Texas Tank Trucks ("Tank")
claim mechanic's and materialmen's liens against property of the
Debtor.
The Secured Lenders are granted adequate protection in the form of
(i) replacement liens, (ii) superpriority claims, (iii) payment of
excess cash on hand at the end of the month after paying all
expenses allowed by the budget with a hold back of $1,500 each
month for professional fees and $2,000 a month for operating
expenses; and (iv) financial reporting.
Attorneys for the Debtor:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
12720 Hillcrest Road, Suite 625
Dallas, Texas 75230
The Ad Hoc Committee of Certain Secured Lenders' attorneys:
Aaron Kaufman, Esq.
DYKEMA COX SMITH
1201 Elm Street, Suite 3300
Dallas, TX 75270
E-mail: akaufman@dykema.com
Attorneys for Cory Hall and RKJ Holdings LLC:
H. Brandon Jones, Esq.
SHANNON, GRACEY, RATLIFF & MILLER, LLP
420 Commerce St., Ste 500
Fort Worth, Texas 76102
Tel: 817.877.8165
Fax: 817.336.3735
E-mail: bjones@shannongracey.com
About Sable Operating Company
Sable Operating Company, doing business as Nytex Petroleum, Inc.,
owns an approximate 20,000 acres of oil and gas leases in Palo
Pinto County, Texas that it purchased in October of 2014.
Sable Operating Company sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 15-33460) in Dallas on Aug. 28, 2015. The case is
assigned to Judge Stacey G. Jernigan. Sable estimated $10 million
to $50 million in assets and debt.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, in
Dallas, serves as counsel to the Debtor.
SAMUEL E. WYLY: Keeping Assets Away from Creditors, SEC Says
------------------------------------------------------------
Hui-yong Yu, writing for Bloomberg News, reported that the U.S.
Securities and Exchange Commission told a bankruptcy judge in
Dallas that former billionaire entrepreneur Samuel Wyly is
"stiffing" his creditors by attempting to shield $249 million in
offshore annuities and a $12 million Texas mansion in his
bankruptcy, federal regulators told a judge.
The report said the SEC is seeking hundreds of millions of dollars
from Wyly and the estate of his late brother Charles Wyly after
they lost a fraud trial in Manhattan.
According to the report, Wyly's lawyer, Josiah Daniel, said in an
e-mail that the SEC's objection to exempting some assets from the
reach of creditors was "not newsworthy," without elaborating.
The report also noted that the Internal Revenue Service is seeking
$2 billion in the same case. The IRS is suing to recover unpaid
taxes, interest and penalties on money held in offshore trusts from
1992 to 2013 by the brothers, who got rich building businesses
including the Michaels Stores Inc. arts-and-crafts chain.
U.S. Bankruptcy Judge Barbara Houser in Dallas is expected to rule
soon on how much the IRS can claim, the report said.
About Sam Wyly
Sam Wyly is a lifelong entrepreneur and author. His first book,
1,000 Dollars & An Idea, is a biography that tells his story of
creating and building companies, including University Computing,
Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse.
His second book, Texas Got It Right!, co-authored with his son,
Andrew, was gifted to roughly 450,000 students and teachers,
thought leaders, and readers, and continues to be a best-seller in
its Amazon category.
Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge
ordered him to pay several hundred million dollars in a civil
fraud case. In September 2014, a federal judge ordered Mr. Wyly
and the estate of his deceased brother to pay more than $300
million in sanctions after they were found guilty of committing
civil fraud to hide stock sales and nab millions of dollars in
profits.
About Caroline Wyly
Caroline Wyly is the widow of business tycoon Charles Wyly. She
and her brother-in-law Sam Wyly sought Chapter 11 bankruptcy
protection as leverage to settle a looming tax bill and a $329
million claim from the Securities and Exchange Commission. Her
bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy
Court, Northern District Texas (Dallas).
SAMUEL WYLY: Blasted by SEC Over Bid to Save Mansion
----------------------------------------------------
Erik Larson and Tom Korosec, writing for Bloomberg Brief, reported
that former billionaire entrepreneur Samuel Wyly is "stiffing" his
creditors by attempting to shield $249 million in offshore
annuities and a $12 million Texas mansion in his bankruptcy,
federal regulators told a judge.
"It is a request to enjoy a lifestyle of unfathomable wealth" while
seeking the court's protection from litigation, the U.S. Securities
and Exchange Commission said in a filing in Dallas bankruptcy
court, the report related.
The SEC, according to the report, is seeking hundreds of millions
of dollars from Wyly and the estate of his late brother Charles
Wyly after they lost a fraud trial in Manhattan. The Internal
Revenue Service is seeking $2 billion in the same case, the report
related.
The report said Mr. Wyly's lawyer, Josiah Daniel, said in an e-mail
that the SEC's objection to exempting some assets from the reach of
creditors was "not newsworthy," without elaborating.
About Sam Wyly
Sam Wyly is a lifelong entrepreneur and author. His first book,
1,000 Dollars & An Idea, is a biography that tells his story of
creating and building companies, including University Computing,
Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse.
His second book, Texas Got It Right!, co-authored with his son,
Andrew, was gifted to roughly 450,000 students and teachers,
thought leaders, and readers, and continues to be a best-seller in
its Amazon category.
Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge
ordered him to pay several hundred million dollars in a civil
fraud case. In September 2014, a federal judge ordered Mr. Wyly
and the estate of his deceased brother to pay more than $300
million in sanctions after they were found guilty of committing
civil fraud to hide stock sales and nab millions of dollars in
profits.
About Caroline Wyly
Caroline Wyly is the widow of business tycoon Charles Wyly. She
and her brother-in-law Sam Wyly sought Chapter 11 bankruptcy
protection as leverage to settle a looming tax bill and a $329
million claim from the Securities and Exchange Commission. Her
bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy
Court, Northern District Texas (Dallas).
SCARBOROUGH & HARGETT: Case Summary & 6 Unsecured Creditors
-----------------------------------------------------------
Debtor: Scarborough & Hargett Funeral Home, Inc.
923 Old Fayetteville Street, Suite B
Durham, NC 27701
Case No.: 16-80220
Chapter 11 Petition Date: March 11, 2016
Court: United States Bankruptcy Court
Middle District of North Carolina (Durham)
Judge: Hon. Catharine R. Aron
Debtor's Counsel: Florence A. Bowens, Esq.
FLORENCE A. BOWENS, ATTORNEY AT LAW
P. O. Box 51263
Durham, NC 27717
Tel: (919)402-9700
Fax: (919) 402-9002
E-mail: FBOWENSlaw@aol.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by J. C. Scarborugh III, president.
A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncmb16-80220.pdf
SDI SOLUTIONS: Asks Court Approval of Cash Collateral Use
---------------------------------------------------------
SDI Solutions LLC and SDI Opco Holdings, LLC filed a motion with
the bankruptcy court seeking authority to use cash collateral of
PGV Solutions Midwest, LLC, their prepetition secured lender.
As disclosed in documents filed with the Court, SDI Solutions
entered into an Amended and Restated Credit Agreement, dated as of
June 17, 2013, with Fifth Third Bank, as lender. Pursuant to the
Prepetition First Priority Credit Agreement, Fifth Third agreed to
make a consolidated term loan to SDI Solutions in the aggregate
amount of $9,000,000 and extend a revolving line of credit facility
to SDI Solutions in an amount not to exceed $8,000,000. As of the
Petition Date, the aggregate amount outstanding in connection with
the Term Loan was approximately $7,870,000 and the aggregate amount
outstanding in connection with the Revolving Commitment was
approximately $5,220,000.
In February 2016, PGV entered into an agreement with Fifth Third
pursuant to which PGV acquired all of Fifth Third's rights, titles,
obligations, and interests under and in connection with the
Prepetition First Priority Credit Agreement and related documents,
agreements, and instruments.
The Debtors said they require the use of the Cash Collateral to,
among other things, maintain their ongoing business operations and
to pay the costs and expenses associated with the administration of
their Chapter 11 cases by providing for periodic payments under
their revolving loan facility.
"Absent the use of Cash Collateral, the Debtors' ability to perform
under their various contracts and agreements would be diminished
and the value of the Debtors' business as a going concern would be
irreparably impaired," said Stuart M. Brown, Esq., at DLA Piper LLP
(US), attorney for the Debtors.
As adequate protection for the Prepetition First Priority Lender
with respect to, and solely to the extent of, any diminution of
value in the prepetition collateral from and after the Petition
Date, the Prepetition First Priority Lender will receive:
(a) replacement liens in the Debtors' real and personal
property, subject to the postpetition liens in favor of
the Postpetition Lender, Permitted Liens, and the
Carveout; and
(b) an allowed claims under Section 507(b) of the Bankruptcy
Code, subject to the Carveout but with priority over all
other costs and expenses of administering the Chapter 11
cases that are incurred under any provision of the
Bankruptcy Code.
The "Carveout" shall mean (a) all administrative expenses pursuant
to 28 U.S.C. Section 156(c) and 28 U.S.C. Section 1930(a)(6) for
fees required to be paid to the Clerk of the Court and to the
Office of the United States Trustee, respectively, without regard
to the amounts set forth in the Budget; (b) all accrued and unpaid
fees, disbursements, costs and expenses of professionals retained
by the Debtors and any official committee of unsecured creditors
appointed in these cases, to the extent allowed by the Court by an
interim or final order at any time, incurred prior to and up to the
Termination Date, subject to and in accordance with the Budget
(which Budget line items shall not be subject to any variance) and
any order entered by the Court with respect to the interim payment
of professional fees and expenses; and (c) all accrued and unpaid
fees, disbursements, costs and expenses incurred by the Carveout
Professionals after the Termination Date, to the extent allowed by
the Court at any time, in an aggregate amount not to exceed
$50,000.
PGV, the only party holding a security interest in the Cash
Collateral, has consented to the Debtors' use of Cash Collateral,
subject to its receipt of the Adequate Protection.
About SDI Solutions
Headquartered in Chicago, Illinois, SDI Solutions is a
privately-held company engaged in the security system and IT
industry, and provides advanced security systems integration and
managed services, ranging from strategic advisory services on
system selection to long-term operational and technical support for
clients' physical security/IT systems and infrastructure.
SDI Solutions services over 700 customers nationwide, including
large metro areas, state and local governments, and the numerous
agencies that are regulated by them, such as airports, port
authorities, utilities, financial institutions, and commercial
enterprises.
SDI Solutions LLC and SDI Opco Holdings, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10627 and
16-10628, respectively) on March 13, 2016. David Sullivan signed
the petition as chief executive officer. The Debtors estimated
both assets and liabilities in the range of $10 million to $50
million.
DLA Piper LLP (US) serves as the Debtors' counsel. Gulf Atlantic
Capital Corporation acts as the Debtors' financial advisor.
Donlin, Recano & Company, Inc. represents the Debtors as claims and
noticing agent.
SDI SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
SDI Solutions LLC 16-10627
fka System Development Integration, Inc.
fka SDI Solution LLC
fka SDI Solutions
fka System Development.Integration, LLC
fka System Development.Integration, Inc.
fka SDI Solution LLC
fka System Development Integration, Inc.
33 W. Monroe, Suite 400
Chicago, IL 60603
SDI Opco Holdings, LLC 16-10628
Type of Business: Security System and IT industry
Chapter 11 Petition Date: March 13, 2016
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Debtors' Counsel: Stuart M. Brown, Esq.
DLA PIPER LLP (US)
1201 North Market Street, Suite 2100
Wilmington, DE 19801
Tel: 302-468-5640
Fax: 302-778-7913
Email: stuart.brown@dlapiper.com
- and -
Kaitlin MacKenzie Edelman, Esq.
DLA PIPER LLP (US)
1201 N. Market St., Suite 2100
Wilmington, DE 19801
Tel: 302-468-5700
Fax: 302-394-2341
Email: kaitlin.edelman@dlapiper.com
- and -
Thomas R. Califano, Esq.
Daniel G. Egan, Esq.
DLA PIPER LLP (US)
1251 Avenue of the Americas
New York, NY 10020
Tel: (212) 335-4500
Fax: (212) 335-4501
Email: thomas.califano@dlapiper.com
daniel.egan@dlapiper.com
Debtors' GULF ATLANTIC CAPITAL CORPORATION
Financial
Advisor:
Debtors' DONLIN, RECANO & COMPANY, INC.
Claims and
Noticing
Agent:
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by David Sullivan, chief executive
officer.
Consolidated List of Debtors' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
l-sys/Deborah Ohlendorf Company Sale $2,288,904
505 Gilberts Landing,
Mount Pleasant, SC 29464
1982debra.ohlendorf@gmail.com
AP Adler BDP LLC Office Lease $1,421,014
1400 N.W. 107th Avenue
5th Floor
Miami, FL 33172
sbrownstein@adlergroup.com
Alliance Data Services Trade Debts $482,063
3080 Kronprindsens Gade
Suite 200
St. Thomas USVI 00802
mcarty@alliancedata.vi
March Networks Trade Debts $413,647
PO Box 66512
Chicago, IL
60666-0512
Pace Systems Trade Debts $314,482
2040 Corporate Lane
Naperville, IL 60563
Honeywell Trade Debts $258,508
135 West Forest Hill
Avenue, Oak Creek, WI 53154
Brian Diver Severance $240,666
briandiver@outlook.com
Verint Systems Inc. Trade Debts $206,459
BSG Training and Consulting Inc. Trade Debts $204,073
iNoc LLC Trade Debts $203,572
eSentire Inc. Trade Debts $180,600
AmTrust Realty Corp. Office Lease $165,084
aholker@amtrustRE.com
Wonomi Technologies Trade Debts $154,025
Derek Radoski Severance $148,416
Milestone Software Solutions Trade Debts $134,688
Royale Systems LLC Trade Debts $133,086
VisionTech Trade Debts $125,391
SumTotal Systems, LLC Trade Debts $119,627
jamie_wilson@skillsoft.com
Smart Technology Services Trade Debts $96,062
Intergraph Corporation Trade Debts $82,401
michael.feeney@intergraph
SDI SOLUTIONS: Has $17-Mil. Financing Agreement with PGV
--------------------------------------------------------
SDI Solutions LLC and SDI Opco Holdings, LLC, seek authority from
the Bankruptcy Court to enter into a $17,000,000 postpetition
financing arrangement with PGV Solutions Midwest, LLC, as lender.
The Lender will advance up to $1,700,000 of the DIP Facility during
the interim period pending the final hearing.
The Debtors said the postpetition financing, in addition to the use
of cash collateral, is necessary in order for them to have access
to sufficient liquidity to maintain ongoing day-to-day operations,
ensure proper servicing of customers post-petition, and fund
working capital needs.
"The funds provided by the DIP Facility are essential to enable the
Debtors to continue to operate during the course of these chapter
11 cases while working towards a sale transaction that is in the
best interest of the estates," said Stuart M. Brown, Esq., at DLA
Piper LLP (US), counsel for the Debtors. "[F]ailure to obtain
approval of the DIP Facility will lead to a wind-down of the
Debtors' business operations which, in turn, will preclude any sale
of the Debtors' assets and adversely affect the value ultimately
received by stakeholders," he added.
Proceeds of the DIP Facility will be used to pay operating expenses
and the costs and expenses of administering the Debtors' Chapter 11
cases and repay in full the Debtors' outstanding prepetition first
priority obligations to PGV, as prepetition first priority lender,
in the approximate amount of $13,500,000.
Interest under the Revolving Credit Facility will accrue on the
outstanding daily balance of the DIP Facility at a rate of 9.50%
per annum.
The indebtedness of the Debtors under the DIP Facility will
constitute a superpriority administrative claim having priority
over all administrative expenses of the kind.
The Postpetition Loan Agreement provides, among other milestones,
that the Debtors shall have obtained an order of the Bankruptcy
Court approving the bid procedures relating to the sale of their
assets no later than on the first business day on or after
21 days after the Petition Date. No later than on the first
business day on or after 47 days after the Petition Date, the
Debtors shall have commenced and concluded the auction of
substantially all of their assets pursuant to the Bid Procedures.
About SDI Solutions
Headquartered in Chicago, Illinois, SDI Solutions is a
privately-held company engaged in the security system and IT
industry, and provides advanced security systems integration and
managed services, ranging from strategic advisory services on
system selection to long-term operational and technical support for
clients' physical security/IT systems and infrastructure.
SDI Solutions services over 700 customers nationwide, including
large metro areas, state and local governments, and the numerous
agencies that are regulated by them, such as airports, port
authorities, utilities, financial institutions, and commercial
enterprises.
SDI Solutions LLC and SDI Opco Holdings, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10627 and
16-10628, respectively) on March 13, 2016. David Sullivan signed
the petition as chief executive officer. The Debtors estimated
both assets and liabilities in the range of $10 million to $50
million.
DLA Piper LLP (US) serves as the Debtors' counsel. Gulf Atlantic
Capital Corporation acts as the Debtors' financial advisor.
Donlin, Recano & Company, Inc. represents the Debtors as claims and
noticing agent.
SDI SOLUTIONS: Hires Donlin Recano as Claims and Noticing Agent
---------------------------------------------------------------
SDI Solutions LLC and SDI Opco Holdings, LLC ask the Bankruptcy
Court to approve their employment of Donlin, Recano & Company, Inc.
as claims and noticing agent in order to assume full responsibility
for the distribution of notices and the maintenance, processing,
and docketing of proofs of claim filed in their Chapter 11 cases.
Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be a significant
number of entities to be noticed. In view of the number of
anticipated claimants and the complexity of the Debtors'
businesses, the Debtors maintain that the appointment of a claims
and noticing agent is both necessary and in the best interests of
both their estates and their creditors.
"By appointing Donlin Recano as the claims and noticing agent in
these Chapter 11 Cases, the distribution of notices and the
processing of claims will be expedited, and the Office of the Clerk
of the Court will be relieved of the administrative burden of
processing what may be an overwhelming number of claims," according
to Greg Sullivan, chief financial officer of SDI Solutions.
Donlin Recano's current hourly rates are:
Title Hourly Rate
----- -----------
Senior Bankruptcy Consultant $165
Case Manager $140
Technology/Programming Consultant $110
Consultant/Analyst $90
Clerical $45
The Debtors request that the undisputed fees and expenses incurred
by Donlin Recano in the performance of the services be treated as
administrative expenses of their Chapter 11 estates and be paid in
the ordinary course of business without further application to or
order of the Court.
The Debtors disclosed that, prior to the Petition Date, they
provided Donlin Recano an evergreen retainer in the amount of
$15,000. Donlin Recano seeks to first apply the retainer to all
pre-petition invoices, and thereafter to hold any remaining
retainer amount under the Engagement Agreement during the Chapter
11 cases as security for the payment of fees and expenses under
the Engagement Agreement.
Donlin Recano represents it is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code with
respect to the matters upon which it is to be engaged.
About SDI Solutions
Headquartered in Chicago, Illinois, SDI Solutions is a
privately-held company engaged in the security system and IT
industry, and provides advanced security systems integration and
managed services, ranging from strategic advisory services on
system selection to long-term operational and technical support for
clients' physical security/IT systems and infrastructure.
SDI Solutions services over 700 customers nationwide, including
large metro areas, state and local governments, and the numerous
agencies that are regulated by them, such as airports, port
authorities, utilities, financial institutions, and commercial
enterprises.
SDI Solutions LLC and SDI Opco Holdings, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10627 and
16-10628, respectively) on March 13, 2016. David Sullivan signed
the petition as chief executive officer. The Debtors estimated
both assets and liabilities in the range of $10 million to $50
million.
DLA Piper LLP (US) serves as the Debtors' counsel. Gulf Atlantic
Capital Corporation acts as the Debtors' financial advisor.
Donlin, Recano & Company, Inc. represents the Debtors as claims and
noticing agent.
SDI SOLUTIONS: In Chapter 11 With Deal to Sell Assets to PGV
------------------------------------------------------------
SDI Solutions LLC and SDI Opco Holdings, LLC sought creditor
protection in the U.S. Bankruptcy Court for the District of
Delaware saying that they did not have sufficient liquidity to
continue operating outside of bankruptcy. According to the
Debtors, pursuing a sale transaction presents the best available
option to maximize value for their estates.
In their bankruptcy petitions, the Debtors disclosed that their
revenues have declined due in part due to the expiration of certain
key contracts, revised terms on certain renewed contracts that are
less favorable than prior contracts, and unexpected delays in 2015
in plans to rebuild their sales force.
During the second half of 2015, the Debtors stopped their
operations in Washington DC as they determined the operations were
not viable in the long term.
"Over the course of the past two years, the Debtors have
experienced significant liquidity issues that have hindered their
ability to make payments in the ordinary course of business," said
David Sullivan, chief executive officer of SDI Solutions.
Prior to the Petition Date, the Debtors reached an agreement with
with PGV Solutions Midwest, LLC, pursuant to which PGV has agreed
to serve as the stalking horse purchaser of the Debtors' assets.
The sale will be subject to higher or otherwise better offers. The
purchase price of the assets will consist of an assumption of
indebtedness and/or a credit bid of up to the amount of the
Stalking Horse Purchaser's secured claims against the Debtors,
which is estimated to be approximately $17,000,000, plus an
assumption of liabilities.
PGV is an entity in which David Gupta, a former CEO of SDI
Solutions, currently serves as president and CEO. In February
2016, PGV acquired all of Fifth Third Bank's rights, titles,
obligations, and interests under and in connection with a
prepetition credit agreement.
The Debtors and PGV also reached an agreement on the terms of a
postpetition financing facility providing for certain advances to
the Debtors under a revolving credit facility to fund the Debtors'
operating expenses during these cases and the costs and expenses of
administering these cases, all in accordance with a certain
budget.
The Debtors were parties to an Amended and Restated Credit
Agreement, dated as of June 17, 2013, with Fifth Third, as lender.
Pursuant to the Prepetition Credit Agreement, Fifth Third agreed to
make a consolidated term loan to SDI Solutions in the aggregate
amount of $9,000,000 and extend a revolving line of credit facility
to SDI Solutions in an amount not to exceed $8,000,000. As of the
Petition Date, the aggregate amount outstanding in connection with
the Term Loan was approximately $7,870,000 and the aggregate amount
outstanding in connection with the Revolving Commitment was
approximately $5,220,000, according to Court documents.
First Day Motions
Contemporaneously with the Chapter 11 petitions, the Debtors have
filed certain "first day" motions seeking authority to, among other
things, maintain existing insurance policies, prohibit utility
providers from discontinuing services, use existing cash management
system, pay employee obligations, obtain post-petition financing,
and use cash collateral.
About SDI Solutions
Headquartered in Chicago, Illinois, SDI Solutions is a
privately-held company engaged in the security system and IT
industry, and provides advanced security systems integration and
managed services, ranging from strategic advisory services on
system selection to long-term operational and technical support for
clients' physical security/IT systems and infrastructure.
SDI Solutions services over 700 customers nationwide, including
large metro areas, state and local governments, and the numerous
agencies that are regulated by them, such as airports, port
authorities, utilities, financial institutions, and commercial
enterprises.
SDI Solutions LLC and SDI Opco Holdings, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10627 and
16-10628, respectively) on March 13, 2016. David Sullivan signed
the petition as chief executive officer. The Debtors estimated
both assets and liabilities in the range of $10 million to $50
million.
DLA Piper LLP (US) serves as the Debtors' counsel. Gulf Atlantic
Capital Corporation acts as the Debtors' financial advisor.
Donlin, Recano & Company, Inc. represents the Debtors as claims and
noticing agent.
SDI SOLUTIONS: Proposes PGV-Led Auction on April 28
---------------------------------------------------
SDI Solutions LLC and SDI Opco Holdings, LLC, ask the Bankruptcy
Court to, among other things, approve certain bid procedures
related to a sale under Section 363 of the Bankruptcy Code of
substantially all of their assets and approve PGV Solutions
Midwest, LLC as the stalking horse purchaser.
PGV is the Debtors' prepetition secured lender pursuant to a Loan
Purchase and Assumption Agreement, dated as of Feb. 11, 2016, by
and between Fifth Third Bank, as seller, and PGV, as buyer. PGV
purchased from Fifth Third all of Fifth Third's rights, titles,
obligations, and interests in, to, and under the Prepetition Credit
Agreement and related documents, agreements, and instruments.
Accordingly, the Debtors are currently obligated to PGV, as
Prepetition Secured Lender, in connection with the Prepetition
Credit Agreement.
The Debtors said that due to their dire liquidity situation, they
immediately commenced negotiations with PGV regarding funding needs
and a potential sale or other restructuring transaction.
"An expedited sale of the Debtors' businesses and assets is
essential to not only preserve the underlying value of their
operations by providing customers and employees with a clear path
forward, but also to maximize the value of the Debtors' assets for
the benefit of the estates," according to Stuart M. Brown, Esq., at
DLA Piper LLP (US), counsel for the Debtors.
The Debtors entered into an asset purchase agreement, dated March
13, 2016, with PGV. The sale transaction pursuant to the Stalking
Horse Agreement is subject to competitive bidding.
The purchase price for the purchase, sale, assignment and
conveyance of the Debtors' right, title and interest in, to and
under the Acquired Assets will consist of an assumption of
indebtedness and/or a credit bid of up to the amount of the
Stalking Horse Purchaser's secured claims against the Debtors under
Section 363(k) of the Bankruptcy Code, which is estimated to be
approximately $17,000,000 as of Closing, plus an assumption of
liabilities.
The Debtors have promised to seek the Court's approval of
reimbursement of the reasonable fees, costs, and expenses incurred
by the Stalking Horse Purchaser and its affiliates in connection
with the transactions contemplated by the Stalking Horse Agreement,
subject to a cap of $350,000, payable in the event the Stalking
Horse Agreement is terminated due to, among other things, the
approval of an alternative transaction or certain actions or
inactions by the Debtors.
Proposed Bid and Sale Procedures
The offered assets consist of substantially all of the assets of
the Debtors, including in connection with the Debtors' business
operations in Chicago, Illinois and Charleston, South Carolina.
All of the Debtors' rights, title and interest in all of the
Offered Assets will be sold free and clear of any liens, security
interests, claims, charges or encumbrances in accordance with
Section 363 of the Bankruptcy Code.
In order to participate in the bidding process, prior to the bid
deadline, each person, other than the Stalking Horse Purchaser, who
wishes to participate in the bidding process must deliver the
following to the Notice Parties:
(a) a written disclosure of the identity of each entity that
will be bidding for the Offered Assets or otherwise
participating in connection with such bid; and
(b) an executed confidentiality agreement (to be delivered prior
to the distribution of any confidential information by the
Debtors to a Potential Bidder) in form and substance
satisfactory to the Debtors and which shall inure to the
benefit of any purchaser of the Offered Assets; without
limiting the foregoing, each confidentiality agreement
executed by a Potential Bidder shall contain standard non-
solicitation provisions.
A Potential Bidder that delivers those documents and information
and that the Debtors determine in their reasonable business
judgment, after consultation with their advisors, is likely to be
able to consummate the sale, will be deemed a "Qualified Bidder."
A Qualified Bidder that desires to make a bid shall deliver written
copies of its bid to the following parties: (i) counsel to the
Debtors, DLA Piper LLP (US), 1251 Avenue of the Americas, 25th
Floor, New York, New York 10020-1104, Attn: Thomas R. Califano,
Esq. (thomas.califano@dlapiper.com) and Daniel G. Egan, Esq.
(daniel.egan@dlapiper.com); and DLA Piper LLP (US), 1201 North
Market Street, Suite 2100, Wilmington, Delaware 19801, Attn: Stuart
M. Brown, Esq. (stuart.brown@dlapiper.com) and Kaitlin MacKenzie
Edelman, Esq. (kaitlin.edelman@dlapiper.com), (ii) the Debtors'
financial advisor, Gulf Atlantic Capital Corp., 2701 N. Rocky Point
Drive, Suite 630, Tampa, Florida, Attn: Rick Gillies
(gillies@gulfatlanticcapital.com) and Mike Verdisco
(verdisco@gulfatlanticcapital.com), (iii) counsel to the Stalking
Horse Purchaser, Greenberg Traurig, LLP, 77 West Wacker Drive,
Suite 3100, Chicago, Illinois 60601, Attn: Nancy A. Peterman, Esq.
(PetermanN@gtlaw.com) and David Cleary (ClearyD@gtlaw.com), (iv)
counsel to any official committee of unsecured creditors that is
appointed in these cases, and (v) the Office of the United States
Trustee, 844 King Street, Suite 2207, Lockbox #35, Wilmington,
Delaware, 19899-0035 (Fax: 302-573-6497) (Attn: Timothy J. Fox,
Jr., Esq.), so as to be received by no later than April 25, 2016,
at 5:00 p.m.
If the Debtors do not receive any Qualified Bids other than the
Stalking Horse Agreement, the Debtors will not hold an auction and
the Stalking Horse Purchaser will be named the Successful Bidder
for the Offered Assets.
If the Debtors receive one or more Qualified Bids in addition to
the Stalking Horse Agreement, the Debtors will conduct the Auction
of the Offered Assets on April 28, 2016, at 10:00 a.m. (prevailing
Eastern Time), at the offices of DLA Piper LLP (US), 1251 Avenue of
the Americas, 27th Floor, New York, NY 10020, or such other
location as shall be timely communicated to all entities entitled
to attend the Auction.
The Debtors will seek entry of an order from the Court at a sale
hearing to start on or before May 2, 2016, to approve and authorize
the sale transaction to the Successful Bidder on terms and
conditions determined in accordance with the Bidding Procedures.
About SDI Solutions
Headquartered in Chicago, Illinois, SDI Solutions is a
privately-held company engaged in the security system and IT
industry, and provides advanced security systems integration and
managed services, ranging from strategic advisory services on
system selection to long-term operational and technical support for
clients' physical security/IT systems and infrastructure.
SDI Solutions services over 700 customers nationwide, including
large metro areas, state and local governments, and the numerous
agencies that are regulated by them, such as airports, port
authorities, utilities, financial institutions, and commercial
enterprises.
SDI Solutions LLC and SDI Opco Holdings, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10627 and
16-10628, respectively) on March 13, 2016. David Sullivan signed
the petition as chief executive officer. The Debtors estimated
both assets and liabilities in the range of $10 million to $50
million.
DLA Piper LLP (US) serves as the Debtors' counsel. Gulf Atlantic
Capital Corporation acts as the Debtors' financial advisor.
Donlin, Recano & Company, Inc. represents the Debtors as claims and
noticing agent.
SDI SOLUTIONS: Seeks Joint Administration of Cases
--------------------------------------------------
SDI Solutions LLC and SDI Opco Holdings, LLC have filed a motion
with the Bankruptcy Court seeking joint administration of their
Chapter 11 cases under the Lead Case No. 16-10627.
The Debtors assert that joint administration will:
(a) permit the Clerk of the Court to use a single general
docket for each of their cases and to combine notices to
creditors and other parties-in-interest of their respective
estates;
(b) save time and money and avoid duplicative and potentially
confusing filings by permitting counsel for all
parties-in-interest to use a single caption on the
numerous documents that will be served and filed and
file the papers in one case rather than in both cases;
(c) ensure that parties-in-interest will be apprised of the
various matters before the Court in these cases; and
(d) ease the burden on the Office of the United States Trustee
in supervising these bankruptcy cases.
According to the Debtors, the rights of their respective creditors
and stakeholders will not be adversely affected by joint
administration of these cases inasmuch as the relief sought is
purely procedural and is in no way intended to affect substantive
rights. Each creditor and other party-in-interest will maintain
whatever rights it has against the particular estate in which it
allegedly has a claim or right.
About SDI Solutions
Headquartered in Chicago, Illinois, SDI Solutions is a
privately-held company engaged in the security system and IT
industry, and provides advanced security systems integration and
managed services, ranging from strategic advisory services on
system selection to long-term operational and technical support for
clients' physical security/IT systems and infrastructure.
SDI Solutions services over 700 customers nationwide, including
large metro areas, state and local governments, and the numerous
agencies that are regulated by them, such as airports, port
authorities, utilities, financial institutions, and commercial
enterprises.
SDI Solutions LLC and SDI Opco Holdings, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10627 and
16-10628, respectively) on March 13, 2016. David Sullivan signed
the petition as chief executive officer. The Debtors estimated
both assets and liabilities in the range of $10 million to $50
million.
DLA Piper LLP (US) serves as the Debtors' counsel. Gulf Atlantic
Capital Corporation acts as the Debtors' financial advisor.
Donlin, Recano & Company, Inc. represents the Debtors as claims and
noticing agent.
SFX ENTERTAINMENT: $100M Financing Okayed Despite Court's Concerns
------------------------------------------------------------------
Vince Sullivan at Bankruptcy Law360 reported that bankrupt concert
organizer SFX Entertainment received final approval for its $100
million debtor-in-possession financing on March 4, 2016, that the
company says it needs to survive, but a judge expressed doubts
about the prospects for the Chapter 11 case. U.S. Bankruptcy Judge
Mary F. Walrath agreed to approve the financing package provided by
the Debtors' secured noteholders at a hearing in Wilmington,
Delaware, after resolving a sticky issue over potential litigation
claims. But she said she hasn't ruled out a liquidation after
hearing objections to the package.
About SFX Entertainment
Headquartered in New York, New York, SFX Entertainment, with
approximately $312 million in pro-forma revenues, is a producer of
live events and media and entertainment content focused
exclusively
on electronic music culture.
SFX Entertainment, Inc., and 43 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to
16-10281) on Feb. 1, 2016. The petitions were signed by Michael
Katzenstein as chief restructuring officer.
The Debtors disclosed total assets of $661.6 million and total
debts of $490.2 million.
Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.
Judge Mary F. Walrath is assigned to the case.
SFX ENTERTAINMENT: 341 Creditors' Meeting Continued to April 22
---------------------------------------------------------------
The meeting of creditors of SFX Entertainment Inc. and its
affiliated debtors pursuant to Sec. 341(a) of the Bankruptcy Court
was held March 11, 2016, and continued to April 22, 2016, at 10:00
a.m.
Venue of the meeting is J. Caleb Boggs Federal Building, 2nd Floor,
Room 2112, 844 King Street, Wilmington, Delaware.
The court overseeing the bankruptcy case of a company schedules
the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed. The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About SFX Entertainment
Headquartered in New York, New York, SFX Entertainment, with
approximately $312 million in pro-forma revenues, is a producer of
live events and media and entertainment content focused
exclusively on electronic music culture.
SFX Entertainment, Inc., and 43 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to
16-10281) on Feb. 1, 2016. The petitions were signed by Michael
Katzenstein as chief restructuring officer.
The Debtors disclosed total assets of $661.6 million and total
debts of $490.2 million.
Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.
Judge Mary F. Walrath is assigned to the case.
SFX ENTERTAINMENT: Extends $1 Mil. Loan to Totem Subsidiary
-----------------------------------------------------------
SFX Entertainment, Inc., on February 23, 2016, issued a $1.0
million loan to SFX-Totem Operating Pty Ltd, a wholly-owned
subsidiary of the Company, to fund the working capital of Totem.
The Loan was issued pursuant to a demand promissory note and
secured by first priority security interest in all of Totem's
assets and property. Interest on the Loan accrues at a rate of
10.00% per annum, payable in-kind on the first day of each month.
About SFX Entertainment
Headquartered in New York, New York, SFX Entertainment, with
approximately $312 million in pro-forma revenues, is a producer of
live events and media and entertainment content focused
exclusively
on electronic music culture.
SFX Entertainment, Inc., and 43 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to
16-10281) on Feb. 1, 2016. The petitions were signed by Michael
Katzenstein as chief restructuring officer.
The Debtors disclosed total assets of $661.6 million and total
debts of $490.2 million.
Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.
Judge Mary F. Walrath is assigned to the case.
SFX ENTERTAINMENT: Hires Moelis as Investment Banker
----------------------------------------------------
SFX Entertainment Inc. and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Moelis & Company LLC as investment banker, nunc pro tunc to
the February 1, 2016 petition date.
Moelis has provided the following services, among others, to the
Debtors in connection with their restructuring efforts and will
continue to provide those services during these Chapter 11 Cases at
the request of the Debtors:
(a) assist the Debtors in reviewing and analyzing the Debtors'
results of operations, financial condition and business
plan;
(b) assist the Debtors in reviewing and analyzing a potential
Restructuring or Sale Transaction;
(c) assist the Debtors in negotiating a Restructuring or Sale
Transaction;
(d) advise the Debtors on their preparation of information
memorandum for a potential Sale Transaction;
(e) assist the Debtors in contacting potential Acquirers or
purchasers that Moelis and the Debtors agree are
appropriate, and meet with and provide them with the
Information Memo and such additional information about the
Debtors' assets, properties or businesses that are
acceptable to the Debtors, subject to customary business
confidentiality agreements; and
(f) provide such other financial advisory and investment
banking services in connection with a Restructuring or Sale
Transaction as Moelis and the Debtors may mutually agree
upon.
Moelis will be compensated according to this fee structure:
-- Monthly Fee: $100,000 per month, payable in advance of each
month. The Debtors will pay the Monthly Fee prior to each
monthly anniversary of the date of the Engagement Letter; in
this case, on the 18th of each month. Whether or not a
Restructuring or Sale Transaction occurs, Moelis shall earn
and be paid the Monthly Fee every month during the term of
the Engagement Letter. Moelis agreed to credit $200,000 in
fees previously paid by the Debtors to Moelis against any
Monthly Fees incurred under the Engagement Letter. Beginning
with the commencement of a Bankruptcy Case, 50% of each
Monthly Fee shall be offset, to the extent previously paid,
or credited, if not yet paid, against the Restructuring Fee
or Sale Transaction Fees.
-- Restructuring Fee: $3,000,000 upon the closing of a
Restructuring if such Restructuring occurs on or before
June 30, 2016 $2,750,000 if such Restructuring occurs after
such date. For the avoidance of doubt, the Debtors shall
only be required to pay one Restructuring Fee of either
$3,000,000 or $2,750,000 for any Restructuring and such
Restructuring Fee shall be payable upon consummation of a
Restructuring.
-- Sale Transaction Fees:
- the Debtors will pay Moelis a fee for a sale process of
Fame House (the "Fame House Sale Transaction Fee") if
either (x) a bona fide bid, offer or agreement is made to
purchase or acquire Fame House in an amount equal to or
greater than $8,000,000 (a "Fame House Qualifying Offer")
or (y) if the Debtors complete a sale of Fame House. Such
Fame House Sale Transaction Fee will equal $250,000, plus,
if the Debtors complete a sale of Fame House, (i) 3% of
the aggregate consideration, after giving effect to
working capital adjustments, to the Debtors in such a sale
in amounts in excess of $8,000,000 up to and including
$12,000,000, plus (ii) 5% of the aggregate consideration,
after giving effect to working capital adjustments, to the
Debtors in such a sale in amounts in excess of
$12,000,000. The Fame House Sale Transaction Fee will be
payable upon the earlier of (a) the completion of the sale
of Fame House or (b) the determination by the Debtors to
not pursue a sale after receiving a Fame House Qualifying
Offer. For the avoidance of doubt, in such case that the
Debtors receive a Fame House Qualifying Offer but
determine not to pursue such offer, Moelis will receive a
Fame House Sale Transaction Fee of $250,000.
- The Debtors will pay Moelis a fee for a sale process of
Beatport (the "Beatport Sale Transaction Fee") if either
(x) a bona fide bid, offer or agreement is made to
purchase or acquire Beatport in an amount equal to or
greater than $17,000,000 (a "Beatport Qualifying Offer")
or (y) if the Debtors complete a sale of Beatport. Such
Beatport Sale Transaction Fee will equal $250,000, plus,
if the Debtors complete a sale of Beatport, (i) 3% of the
aggregate consideration, after giving effect to working
capital adjustments, to the Debtors in such a sale in
amounts in excess of $17,000,000 up to and including
$25,000,000 plus (ii) 5% of the aggregate consideration,
after giving effect to working capital adjustments, to the
Debtors in such a sale in amounts in excess of
$25,000,000. The Beatport Sale Transaction Fee will be
payable upon the earlier of (a) the completion of the sale
of Beatport or (b) the determination by the Debtors to not
pursue a sale after receiving a Beatport Qualifying Offer.
For the avoidance of doubt, in such case that the Debtors
receive a Beatport Qualifying Offer but determine not to
pursue such offer, Moelis will receive a Beatport Sale
Transaction Fee of $250,000.
- If the Debtors sell or otherwise dispose of any assets
other than Fame House or Beatport (an "Asset
Transaction"), the Debtors will pay Moelis a fee for any
such transaction equal to 2.5% of the Transaction Value,
after giving effect to working capital adjustments. The
Asset Transaction Fee will be payable upon the closing of
any such Asset Transaction.
Moelis will also be reimbursed for reasonable out-of-pocket
expenses incurred.
During the 90-day period prior to the Petition Date, according to
the Debtors' books and records, Moelis received $196,408.63 from
the Debtors for compensation and reimbursement of expenses. Moelis'
external counsel received $30,566.92 in compensation and
reimbursement of expenses during this same period. On January 15,
2016, Moelis was paid $101,905.08, which is included within the
$196,408.63 above. $1,905.08 was applied as a reimbursement of
pre-petition out-of-pocket expenses. $60,000 was applied to
pre-petition fees incurred from January 15, 2016 until the Petition
Date. The remaining $40,000 is being held by Moelis as a retainer.
Adam Keil, managing director of Moelis, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
The Bankruptcy Court will hold a hearing on the motion on March 21,
2016, at 2:00 p.m. Objections, if any, are due March 14, 2016, at
4:00 p.m.
Moelis can be reached at:
Adam Keil
MOELIS & COMPANY LLC
399 Park Avenue, 5th Floor
New York, NY 10022
Tel: (212) 883-3800
Fax: (212) 880-4260
About SFX Entertainment
Headquartered in New York, New York, SFX Entertainment, with
approximately $312 million in pro-forma revenues, is a producer of
live events and media and entertainment content focused
exclusively on electronic music culture.
SFX Entertainment, Inc., and 43 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to
16-10281) on Feb. 1, 2016. The petitions were signed by Michael
Katzenstein as chief restructuring officer.
The Debtors disclosed total assets of $661.6 million and total
debts of $490.2 million.
Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.
Judge Mary F. Walrath is assigned to the case.
SFX ENTERTAINMENT: Netherlands Unit's Credit Facility Increased
---------------------------------------------------------------
SFX Entertainment, Inc., SFXE Netherlands Holdings Cooperatief
U.A., a wholly-owned subsidiary of the Company, and Stichting
Grabrok on March 4, 2016, entered into an amendment agreement to
the facility agreement, dated as of January 14, 2016, by and among
SFXE Netherlands, as the borrower, Stichting, as facility and
security agent, certain of the Company's German and Dutch
subsidiaries, as guarantors, and the lenders from time to time
party thereto.
Pursuant to the Amendment Agreement, the parties agreed to increase
the credit facility provided in the Facility Agreement from $20.0
million to $33.0 million. All other material terms of the Facility
Agreement remain unchanged. At the closing, SFXE Netherlands
borrowed $13.0 million under the Facility.
About SFX Entertainment
Headquartered in New York, New York, SFX Entertainment, with
approximately $312 million in pro-forma revenues, is a producer of
live events and media and entertainment content focused
exclusively
on electronic music culture.
SFX Entertainment, Inc., and 43 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to
16-10281) on Feb. 1, 2016. The petitions were signed by Michael
Katzenstein as chief restructuring officer.
The Debtors disclosed total assets of $661.6 million and total
debts of $490.2 million.
Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.
Judge Mary F. Walrath is assigned to the case.
SFX ENTERTAINMENT: Taps Bayard as Litigation and Conflicts Counsel
------------------------------------------------------------------
SFX Entertainment Inc. and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Bayard, P.A. as litigation and conflicts counsel, nunc pro
tunc to the February 1, 2016 petition date.
The Debtors require Bayard to:
(a) provide legal advice to the Debtors with respect to legal
disputes in which conflicts of interest prevent
representation by Greenberg Traurig; and
(b) negotiate, draft, and pursue all litigation and
documentation necessary in conjunction with such legal
disputes.
Bayard will be paid at these hourly rates:
Scott D. Cousins, Director $675
Justin R. Alberto, Director $450
Larry Morton, Paralegal $295
Directors $500–$950
Associates and Counsel $350–$450
Legal Assistants $240–$295
Bayard will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Scott D. Cousins, director of Bayard, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
Consistent with the U.S. Trustee's Appendix B – Guidelines for
Reviewing Applications for Compensation and Reimbursement of
Expenses Filed Under 11 U.S.C. section 330 by Attorneys in Larger
Chapter 11 Cases (the "U.S. Trustee Guidelines"), which became
effective on November 1, 2013, I state as follows:
-- Bayard has not agreed to a variation of its standard or
customary billing arrangements for this engagement;
-- none of the firm's professionals included in this engagement
have varied their rate based on the geographic location of
these Chapter 11 Cases;
-- Bayard was retained by the Debtors on February 18, 2016. The
billing rates and material terms of the engagement have not
changed since Bayard was engaged; and
-- the Debtors will be approving a prospective budget and
staffing plan for Bayard's engagement for the postpetition
period as appropriate. In accordance with the U.S. Trustee
Guidelines, the budget may be amended as necessary to
reflect changed or unanticipated developments.
The Bankruptcy Court will hold a hearing on the motion on March 21,
2016, at 2:00 p.m. Objections, if any, are due March 14, 2016, at
4:00 p.m.
Bayard can be reached at:
Scott D. Cousins, Esq.
BAYARD, P.A.
222 Delaware Avenue, Suite 900
Wilmington, DE 19801
Tel: (302) 429-4261
Fax: (302) 658-6395
E-mail: scousins@bayardlaw.com
About SFX Entertainment
Headquartered in New York, New York, SFX Entertainment, with
approximately $312 million in pro-forma revenues, is a producer of
live events and media and entertainment content focused
exclusively on electronic music culture.
SFX Entertainment, Inc., and 43 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to
16-10281) on Feb. 1, 2016. The petitions were signed by Michael
Katzenstein as chief restructuring officer.
The Debtors disclosed total assets of $661.6 million and total
debts of $490.2 million.
Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.
Judge Mary F. Walrath is assigned to the case.
SFX ENTERTAINMENT: Wants Consumer Privacy Ombudsman Named
---------------------------------------------------------
SFX Entertainment is scheduled to appear before the Bankruptcy
Court on March 21, 2016, to seek an order directing the U.S.
Trustee to appoint a consumer privacy ombudsman in the case.
Objections to its request are due by March 18.
The Debtors explain that on February 29, 2016, they filed the
"Motion of the Debtors for Entry of an Order (A) Approving Bid
Procedures Relating to the Sale of All or Substantially All of the
Assets of the Fame House Business, (B) Approving Notice Procedures,
and (C) Granting Related Relief." The assets proposed to be sold
in accordance with the Fame House Bid Procedures Motion may include
personally identifiable information of individuals.
The Debtors note that Section 332 of the Bankruptcy Code requires
the appointment of a consumer privacy ombudsman when a debtor seeks
to sell or transfer PII notwithstanding restrictions in the
debtor's privacy policy with respect to the transfer of the PII.
CPOs assist the Court in evaluating proposed transfers by a debtor
of PII. The CPO may present the Court with information about the
relevant privacy policy, potential losses or gains to the consumers
involved, potential costs or benefits to those consumers, as well
as possible alternatives that would reduce any potential costs or
privacy loss.
On February 29, 2016, the Debtors also filed a motion seeking
approval of bid procedures for the sale of the assets of Beatport,
LLC. PII may be sold in connection with the proposed sale of the
Beatport assets; however, based on a review of Beatport's privacy
policy, the Debtors determined that a CPO is not required for that
sale.
About SFX Entertainment
Headquartered in New York, New York, SFX Entertainment, with
approximately $312 million in pro-forma revenues, is a producer of
live events and media and entertainment content focused
exclusively on electronic music culture.
SFX Entertainment, Inc., and 43 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to
16-10281) on Feb. 1, 2016. The petitions were signed by Michael
Katzenstein as chief restructuring officer.
The Debtors disclosed total assets of $661.6 million and total
debts of $490.2 million.
Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.
Judge Mary F. Walrath is assigned to the case.
SIGA TECHNOLOGIES: PharmAthene Provides Update on Litigation
------------------------------------------------------------
PharmAthene, Inc., a biodefense company developing medical
countermeasures against anthrax and owner of an affirmed judgment
in its litigation with SIGA Technologies, Inc., on March 11
reported its financial and operational results for the year ended
December 31, 2015.
On December 23, 2015, the Delaware Supreme Court affirmed the
Delaware Court of Chancery's Judgment against SIGA which provides
an estimated total award of approximately $205 million plus
interest. Satisfaction of the judgment by SIGA depends upon the
outcome of on-going proceedings in the Bankruptcy Court (the Court)
of the Southern District of New York where SIGA filed for
protection under Federal bankruptcy laws in September 2014.
SIGA filed a reorganization plan (the Plan) to exit from bankruptcy
with the Court on December 15, 2015 and amended the Plan on
February 9, 2016. The consensual Plan had been approved by the
Creditors committee of which PharmAthene is a member. The Plan is
proceeding through the confirmation process and its confirmation
hearing is scheduled for April 5, 2016.
Under the Plan, if approved by the Court, PharmAthene's judgment
will be satisfied at the discretion of SIGA in one of the following
ways:
-- Payment in full in cash of the unpaid balance plus interest
that will accrue at 8.75% after Plan approval; or
-- Delivery to PharmAthene of 100% of SIGA's common stock; or
-- Such other treatment as may be mutually agreed upon by SIGA
and PharmAthene and approved by the Court
SIGA has a 120-day period (plus a 90-day extension if exercised and
the conditions to such extension are met) during which it must
satisfy PharmAthene's claim according to one of the above
alternatives. The beginning of that 120-day period depends upon
whether SIGA files timely a Petition for Certiorari in the U.S.
Supreme Court. If SIGA does not timely petition the U.S. Supreme
Court, the 120-day period commences after March 22, 2016, which is
90 days after the Delaware Supreme Court ruling. If SIGA does
timely petition the U.S. Supreme Court, the 120-day period
commences when such petition is denied or that process results in a
final order granting PharmAthene a claim.
If the Plan is approved, PharmAthene will receive the following
payments from SIGA: $5 million upon Court approval of the Plan; $20
million if SIGA files a Petition for Certiorari with the U.S.
Supreme Court; and $20 million if SIGA exercises the 90 day period
for satisfying PharmAthene's claim. The payments are creditable
against final satisfaction of PharmAthene's claim and are not
refundable. The Plan includes protective covenants intended to
protect PharmAthene's interests and is available at
http://is.gd/zI0Kmo
PharmAthene has not recognized any amount from the SIGA judgment in
its 2015 financial statements.
In the event that SIGA pays PharmAthene cash in full and barring
any unexpected material events, PharmAthene currently expects that
it will distribute at least 90% of the after tax net cash proceeds
to its shareholders. The timing and form of distribution will
depend upon PharmAthene's analysis of its current situation,
applicable corporate statutes related to distributions and the
economic consequences to its shareholders of any such distribution.
In addition to the distribution of these cash proceeds,
PharmAthene intends to seek an M&A or other partnering transactions
to maximize the value of its remaining assets and anthrax vaccine
programs. If the Plan is approved, PharmAthene will work to
develop a transition plan for managing and operating SIGA as a
separate business in the event SIGA decides to satisfy the judgment
by delivering 100% of SIGA's stock to PharmAthene.
During the first half of 2015 PharmAthene executed a realignment
plan under which it reduced its staff and took other actions to
reduce costs. The cost reductions will enable the Company to
continue its operations for the period of time necessary to provide
for the collection from SIGA of the proceeds from the final
judgment and advance its next generation anthrax vaccine programs
without raising additional capital.
For the year ended December 31, 2015, PharmAthene recognized
revenue of $10.6 million. Of such amount, $4.5 million was derived
from an on-going contract with NIAID for a next generation anthrax
vaccine and $6.1 million was from an expired BARDA contract that
funded SparVax(R) which reflected, primarily a rate adjustment.
During 2014, $10.2 million in revenue was derived primarily from
the expired BARDA contract.
Research and development expenses in 2015 of $5.1 million were
incurred primarily to advance the Company's next generation anthrax
vaccine programs. In 2014, research and development expense of
$9.3 million was incurred primarily in the Company's terminated
SparVax(R) anthrax vaccine program. General and administrative
functions decreased to $6.2 million in 2015, compared to $10.9
million in 2014.
For the year ended December 31, 2015, PharmAthene's net loss was
$3.4 million, or $0.05 per share, compared to a net loss of $10.0
million, or $0.17 per share, for the prior year. The sum total of
cash and cash equivalents and U.S. Government accounts receivable
at December 31, 2015 was $17.0 million compared to $19.0 million in
2014.
About PharmAthene
PharmAthene is a biodefense company engaged in the development of
next generation medical countermeasures against biological and
chemical threats. The Company's development portfolio includes two
next generation Anthrax vaccines that are intended to improve
protection while having favorable dosage and storage requirements
compared other Anthrax vaccines.
About SIGA Technologies
Publicly held SIGA Technologies, Inc., with headquarters in Madison
Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats. SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.
SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is
assigned to Judge Sean H. Lane.
The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.
The Debtor's Chapter 11 plan and disclosure statement are due May
14, 2015.
The Debtor disclosed total assets of $131,669,746 and $7,954,645 in
liabilities as of the Chapter 11 filing.
The Statutory Creditors' Committee is represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
Proskauer Rose LLP. The Committee tapped to retain Guggenheim
Securities, LLC, as its financial advisor and investment banker.
SKYBRIDGE SPECTRUM: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Skybridge Spectrum Foundation
2509 Stuart Street
Berkeley, CA 94705
Case No.: 16-10626
Chapter 11 Petition Date: March 11, 2016
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Debtor's Counsel: Elihu Ezekiel Allinson, III, Esq.
SULLIVAN HAZELTINE ALLINSON LLC
901 North Market Street, Suite 1300
Wilmington, DE 19801
Tel: 302-428-8191
Fax: 302-428-8195
E-mail: zallinson@SHA-LLC.com
Estimated Assets: $100 million to $500 million
Estimated Debts: $100,000 to $500,000
The petition was signed by Warren C. Havens, president, sole
director and sole member.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Pepco Holdings, Inc. Service Company Lease Unknown
Anne.gwal@pepcoholdings.com
Federal Communications Commission Fees & charges Unknown
Marlene.dortch@fcc.gov
National Railroad Passenger Spectrum lease Unknown
Corporation (Amtrak)
william.doherty@amtrack.com
GE Transporation Systems Spectrum lease Unknown
Global Signaling, LLC
Gary.young.trans.ge.com
PTC-220, LLC Contract Unknown
michael.lannan@bnsf.com
Arnold Leong License Unknown
atelesaur@cs.com
Susan Uecker Services Unknown
suecker@ueckerasssoc.com
Uecker & Associates, Inc. Services Unknown
suecker@uekerassoc.com
Puget Sound Energy Contract Unknown
steve.secrist@pse.com
Winne Banta Professional Unknown
rjacobs@winnebanta.com services
Copeland Cook Taylor & Bush Professional Unknown
bleech@cctb.com services
Axiom Global Inc. Professional Unknown
David.pierce.axiomlaw.com services
Drinker Biddle & Reath LLP Professional Unknown
Maureen.hardwick@dbr.com services
Adam R. Bernstein Professional Unknown
bernsteinlaw@earthlink.net services
Stephen Hudspeth Professional Unknown
dahuds@optoline.net services
Rosenblatt Law PC Professional Unknown
raphael@rosenblattlegal.com services
Chadbourne & Parke LLP Professional Unknown
dfrix@chadbourne.com services
Coburn & Greenbaum PLLC Professional Unknown
barry@coburngreenbaum.com services
Lowenstein Sandler Professional Unknown
jblumenfeld@lowenstein.com services
ATLIS Wireless LLC Professional Unknown
suecker@ueckerrassoc.com services
SKYBRIDGE SPECTRUM: Taps Sullivan Hazeltine as Counsel
------------------------------------------------------
Skybridge Spectrum Foundation seeks authority from the Bankruptcy
Court to employ Sullivan Hazeltine Allinson LLC as its bankruptcy
counsel, nunc pro tunc to the Petition Date to, among other
things:
(a) provide legal advice regarding the rules and practices of
the Court applicable to the Debtor's powers and duties as
debtor-in-possession under the Bankruptcy Code;
(b) take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on
the Debtor's behalf, the defense of any action commenced
against the Debtor, negotiations concerning all litigation
in which the Debtor is or may become involved, and
objections to claims filed against the Debtor's estate;
(c) prepare and review on behalf of the Debtor all motions,
applications, answers, orders, reports, and papers
necessary to the administration of the estate;
(d) appear before the Court, any appellate courts, and the
United States Trustee and protect the interests of the
Debtor's estate before those Courts and the United States
Trustee; and
(e) perform all other necessary legal services and provide all
other necessary legal advice to the Debtor in connection
with the Chapter 11 case.
The Debtor has agreed to pay Sullivan Hazeltine on an hourly basis
and reimburse the firm for its actual and necessary expenses.
The specific attorneys and legal assistants presently designated to
represent the Debtor and their hourly rates are:
William D. Sullivan Member $425
William A. Hazeltine Member $375
Elihu E. Allinson, III Member $350
Heidi M. Coleman Paralegal $150
As disclosed in the application filed with the Court, Sullivan
Hazeltine received from the Debtor $70,000 prior to the Petition
Date as retainer for legal services rendered and expenses incurred
in contemplation of the preparation, commencement, and prosecution
of the Chapter 11 case.
To the best of the Debtor's knowledge, Sullivan Hazeltine is a
"disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code.
About Skybridge Spectrum
Skybridge Spectrum Foundation filed a Chapter 11 bankruptcy
petition (Bankr. D. Del. Case No. 16-10626) on March 11, 2016.
Warren C. Havens signed the petition as president, sole director
and sole member. The Debtor estimated assets in the range of $100
million to $500 million and debts of up to $500,000. Sullivan
Hazeltine Allinson LLC represents the Debtor as counsel.
SPORTS AUTHORITY: Bankruptcy Disrupts Sporting-Goods Industry
-------------------------------------------------------------
Lauren Coleman-Lochner and Matt Townsend, writing Bloomberg Brief,
reported that Sports Authority Inc.'s bankruptcy rippled through
the sporting-goods industry, with companies saying it was creating
both hardships and opportunities.
According to the report, Dick's Sporting Goods Inc. said it would
try to pick up market share ceded by its longtime rival, which is
closing stores as it makes its way through bankruptcy court.
Performance Sports
Group Ltd., meanwhile, was dealt a blow by the Chapter 11 filing,
the report related. The maker of baseball bats and hockey gear
wrote down anticipated sales that it would have gotten from Sports
Authority, the report said.
Suppliers like Performance are in a weaker position, the report
noted. Though Sports Authority plans to re-emerge from bankruptcy,
there will be a smaller fleet of stores to sell to, the report
said. The Chapter 11 filing has contributed to sluggish demand for
baseball and softball products, Performance CEO Kevin Davis said in
a statement, the report related.
About Sports Authority
Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928. The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico. The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands. The Debtors employ 13,000 people.
Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016. The petitions were signed by Michael
E. Foss as chairman & chief executive officer.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.
SPORTS AUTHORITY: Gets Approval to Start Liquidation Sales
----------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that a Delaware
bankruptcy judge gave Sports Authority interim approval on March 4,
2016, to start liquidating roughly 140 of its locations, but not
before temporarily quelling a major battle between the retailer and
consignment sellers, which account for 20% of its business, that
threatens to hang over the case. During a hearing in Wilmington,
U.S. Bankruptcy Judge Mary F. Walrath gave her interim OK to Sport
Authority Holding Inc.'s deal with a group of liquidators
consisting of Gordon Brothers Retail Partners LLC, Tiger Capital
Group LLC, among other others.
About Sports Authority
Englewood, Colo.-based Sports Authority Inc. is a sporting-goods
chain in the U.S. Sports Authority was acquired in 2006 in a $1.4
billion leveraged buyout by Los Angeles-based private equity firm
Leonard Green & Partners.
The Company in January skipped a $21 million interest payment on
its $643 million in debt. The Company has been widely reported to
be preparing to file for bankruptcy as it faced a debt payment.
According to various reports, the Company was reportedly in talks
with lenders including TPG Capital Management on a deal to
reorganize in Chapter 11 bankruptcy proceedings.
* * *
As reported by the Troubled Company Reporter on Jan. 22, 2016,
Moody's Investors Service downgraded The Sports Authority Inc.'s
Corporate Family Rating and $300 million secured term loan due
2017 rating to Caa3 from Caa1 due to the company's announcement
that it elected to not make the approximately $21 million
subordinated notes interest payment that was due Jan. 15, 2016.
The ratings outlook is negative.
STONE ENERGY: S&P Lowers CCR to 'CCC-', Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S.-based oil and gas exploration and production company
Stone Energy Corp. to 'CCC-' from 'CCC+'. The outlook is negative.
At the same time, S&P lowered its issue-level rating on the
company's unsecured debt to 'CCC-' from 'CCC+'. The recovery
rating is '3', indicating S&P's expectation of meaningful (50% to
70%, upper half of the range) recovery in the event of a payment
default.
The downgrade reflects the increased risk that Stone could elect to
file for chapter 11 and/or restructure its debt following the
draw-down on its credit facility. S&P expects that the company
could skip its next interest payment on its senior unsecured notes
due in May 2016. Additionally, S&P expects the borrowing base for
the company's reserve-based lending facility to decrease in the
spring, further pressuring liquidity on top of lower cash flows
from operations. S&P also notes that the company has an upcoming
$300 million maturity in March 2017, and S&P believes the company
would have trouble accessing the capital markets to refinance it
given current market conditions.
"The negative outlook on Stone Energy reflects the likelihood the
company could default on its debt and/or announce a negotiated debt
restructuring given its declining liquidity and the upcoming
maturity of its 2017 notes," said Standard & Poor's credit analyst
David Lagasse.
Although unlikely given S&P's current expectations, it could
consider raising the rating if it expects the company will be able
to pay all debt obligations in full and on time.
SUNEDISON INC: Makes $28.5M Deal in Latin American Power Fight
--------------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reported that Solar and wind
power company SunEdison Inc. on March 4, 2016, said it has reached
a $28.5 million deal to end its fight with investors in Latin
America Power Holding BV over a failed $733 million deal to acquire
the South American renewable energy firm.
Investors in Latin American Power had claimed SunEdison is
"teetering on the edge of bankruptcy." The settlement resolves a
lawsuit brought in New York Supreme Court by shareholders of Latin
America Power who sought $150 million.
SunEdison Inc. and units SunEdison Holdings Corp. and TerraForm
Power Inc. were hit with a lawsuit on Feb. 10, 2016, by
shareholders of Latin America Power Holding BV seeking
$150 million to satisfy a possible arbitral award against SunEdison
for backing out.
SUPERIOR ENERGY: S&P Lowers Corporate Credit Rating to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based Superior Energy Services Inc. to 'BB' from
'BBB-'. The downgrade reflects S&P's expectation that credit
measures will deteriorate over the next two years such that funds
from operations (FFO) to debt will average below 20% and debt to
EBITDA will increase above 4x.
At the same time, S&P lowered the issue-level rating on Superior's
senior unsecured debt to 'BB' from 'BBB-'. S&P assigned a recovery
rating of '4', indicating S&P's expectation of an average (30% to
50%; lower half of the range) recovery in the event of a default.
Capital spending in the oil and natural gas exploration and
production industry sharply deteriorated in 2015 and S&P expects
that trend to continue in response to the sustained low oil and
natural gas prices. Consequently, S&P has reduced its revenue and
EBITDA margin assumptions Superior, and expect credit measures to
deteriorate compared with S&P's previous forecast. The downgrade
reflects S&P's projections that credit measures will deteriorate
such that it expects debt to EBITDA to average between 4x and 5x
and FFO to debt to average between 12% and 20% over the next two
years.
"The stable outlook reflects our expectation that Superior will
maintain satisfactory credit measures and liquidity that are in
line with our expectations such that FFO to debt averages above 12%
over the next two years and debt to EBITDA averages below 5x," said
Standard & Poor's credit analyst David Lagasse.
S&P could lower the ratings if FFO to total debt falls below 12%
for an extended period. Additionally, S&P could lower the ratings
if it no longer viewed liquidity as adequate or if the company's
business risk profile deteriorated so that S&P no longer viewed the
company's profile as satisfactory. This would most likely occur
due to deteriorating operations, a leveraging transaction, or
debt-financed share repurchases.
S&P do not expect to raise the ratings within the next 12 months
due to the company's smaller scale relative to its investment-grade
peers and concentration in the U.S. market, current weakness in the
market place, and because E&P companies are reducing capital
spending. S&P could consider an upgrade if the company increases
its scale and continues to diversify into international operations
and meaningfully improves financial leverage with FFO to debt
averaging above 20%.
TARGET CANADA: Settles Spat with Former Landlords
-------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that Target Canada
Co. on March 4, 2016, said that it has negotiated a settlement with
former landlords resolving claims arising from the abrupt closure
of its stores last year, a deal that the retailer said provides a
framework for wrapping up bankruptcy proceedings in Canada. The
settlement will provide a payment to landlords that hold guarantees
from Target Corp. In exchange, the landlords have agreed to accept
a contractual release of claims against Target Canada and will
support the debtor's creditors arrangement act, the company said.
About Target Canada
On Jan. 15, 2015, Target Canada Co. and certain entities commenced
court-supervised restructuring proceedings under the Companies'
Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended. On
the same day, the Ontario Superior Court of Justice (Commercial
List) granted an order, which, among other things, provides for a
stay of proceedings until February 13, 2015. The Stay Period may
be extended by the Court from time to time. Although not
Applicants, the protections and authorizations provided for in the
Initial Order have been extended to the Partnerships.
Pursuant to the Initial Order, Alvarez & Marsal Canada Inc. was
appointed as monitor of the business and financial affairs of the
Target Canada Entities. The Ontario Court has appointed Alvarez &
Marsal Canada Inc. as monitor in Target Canada et al.'s Companies'
Creditors Arrangement Act proceeding, and Koskie Minsky LLP as
representative counsel of all Target employees in the proceedings.
TGHI INC: March 18 Established as General Claims Bar Date
---------------------------------------------------------
The Hon. Bankruptcy Court for the Southern District of New York
established March 18, 2016 at 5:00 p.m., as the deadline for any
individual or entity to file proofs of claim against TGHI, Inc., et
al.
The Court also set Aug. 9, 2016, as the governmental bar date.
The bar date is only for claims against either of the Debtors that
arose prior to Feb. 9, 2016.
Proofs of claim must be filed by mailing or delivering the original
proof of claim by hand to the Debtors' claims agent at:
TGHI Claim Processing
c/o Kurtzman Carson Consultants LLC
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
About TGHI, Inc.
TGHI, Inc. and Parent THI, Inc. filed petitions under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 16-10300 and
16-10301, respectively) on Feb. 9, 2016, to effectuate a wind down
and dissolution of their estates.
The Debtors were the former direct or indirect holding companies of
Targus Group International, Inc. and its operating subsidiaries --
which are now unaffiliated with the Debtors and are not "Debtors"
in the Chapter 11 Cases -- and were a leading global supplier of
carrying cases and accessory products for the mobile lifestyle.
TGHI, Inc. estimated assets in the range of $1 million to $10
million and liabilities of $10 million to $50 million. Parent THI,
Inc. estimated assets of $0 to $50,000 and liabilities of $50
million to $100 million.
Judge Michael E. Wiles is assigned to the case.
The Debtors have engaged Klestadt Winters Jureller Southard &
Stevens, LLP as counsel and Kurtzman Carson Consultants LLC as
claims, noticing agent and administrative agent.
TITAN EQUITY: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: titan equity group, llc
5601 Fortune Circle, Ste. P
Indianapolis, IN 46241
Case No.: 16-01643
Chapter 11 Petition Date: March 11, 2016
Court: United States Bankruptcy Court
Southern District of Indiana (Indianapolis)
Judge: Hon. Jeffrey J. Graham
Debtor's Counsel: KC Cohen, Esq.
KC COHEN, LAWYER, PC
151 N Delaware St Ste 1106
Indianapolis, IN 46204
Tel: 317-715-1845
Fax: 317-916-0406
Email: kc@esoft-legal.com
kc@smallbusiness11.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jeffrey B Mcdonald, manager.
The Debtor listed Bloombank as its largest unsecured creditor
holding a claim of $661,255.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/insb16-01643.pdf
TRONOX INC: Bank Debt Trades at 12% Off
---------------------------------------
Participations in a syndicated loan under which Tronox Inc is a
borrower traded in the secondary market at 88.39
cents-on-the-dollar during the week ended Friday, March 4, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.18 percentage points from the
previous week. Tronox Inc pays 300 basis points above LIBOR to
borrow under the $1.5 billion facility. The bank loan matures on
March 15, 2020 and carries Moody's B1 rating and Standard & Poor's
BB+ rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended March 4.
UNREIN & COMPANY: Case Summary & 11 Unsecured Creditors
-------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Unrein & Company, Inc. 16-20399
2900 SW Plass Court, Suite 202
Topeka, KS 66611
Westridge Muffler, Inc. 16-20400
2900 SW Plass Ct., Suite 202
Topeka, KS 66611
Manhattan Muffler, Inc. 16-20401
Lawrence Muffler, Inc. 16-20402
Manhattan East, LLC 16-20403
Chapter 11 Petition Date: March 11, 2016
Court: United States Bankruptcy Court
District of Kansas (Kansas City)
Debtors' Counsel: Jeffrey A. Deines, Esq.
LENTZ CLARK DEINES PA
9260 Glenwood
Overland Park, KS 66212
Tel: (913) 648-0600
Fax: (913) 648-0664
E-mail: jdeines@lcdlaw.com
- and -
Shane J. McCall, Esq.
LENTZ CLARK DEINES PA
9260 Glenwood
Overland Park, KS 66212
Tel: 913-648-0600
Fax: 913-648-0664
E-mail: smccall@lcdlaw.com
Estimated Estimated
Assets Liabilities
----------- -----------
Unrein & Company, Inc. $500K-$1MM $500K-$1MM
Westridge Muffler, Inc. $500K-$1MM $500K-$1MM
The petition was signed by Eric Unrein, owner/president.
A list of Unrein & Company's 11 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ksb16-20399.pdf
A list of Westridge Muffler, Inc.'s 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/ksb16-20400.pdf
VALEANT PHARMACEUTICALS: Bank Debt Trades at 7% Off
---------------------------------------------------
Participations in a syndicated loan under which Valeant
Pharmaceuticals is a borrower traded in the secondary market at
92.88 cents-on-the-dollar during the week ended Friday, March 4,
2016, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.55 percentage points from
the previous week. Valeant Pharmaceuticals pays 325 basis points
above LIBOR to borrow under the $2.350 billion facility. The bank
loan matures on April 9, 2022 and carries Moody's Ba1 rating and
Standard & Poor's BB rating. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended March 4.
VARIANT HOLDING: Solicitation Period Extended to April 28
---------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware issued a fourth order extending the period by
which Variant Holding Company, LLC, et al., has exclusive right to
solicit votes to accept their proposed plan of reorganization
through and including April 28, 2016.
As previously reported by The Troubled Company Reporter, the
Debtors filed with the Bankruptcy Court a Chapter 11 plan of
liquidation and accompanying disclosure statement, which, among
other things, (a) contemplate a sale of the Debtors' principal real
estate assets and distribution of the proceeds consistent with the
priority scheme under the Bankruptcy Code and the Beach Point
Settlement Agreement, and (b) provides for a Plan Administrator to
liquidate or otherwise dispose of the Estates' remaining assets.
Certain of the Debtors have entered into the Beach Point Purchase
Agreement, which contemplates a purchase price of $195,000,000 for
certain assets, subject to higher and better bids. The Plan
incorporates the terms of the sale.
Under the Plan, holders of Class 5 - General Unsecured Claims
Against the Property-Owning Debtors will recover 100% of their
total allowed claims, while holders of Class 6 - General Unsecured
Claims Against Variant and the Intermediate Debtors will recover
3%-8% of their allowed claims, assuming all claimants opt into
voluntary settlement distribution, and 0%, absent settlement
distribution.
Judge Shannon will convene a hearing on March 30, 2016, at 10:30
a.m., ET, to consider the Debtors' motion for approval of the
disclosure statement explaining their Chapter 11 plan of
liquidation and the proposed solicitation procedures. Objections
and responses to the Solicitation Motion are due March 23, 2016 at
4:00 p.m. ET.
About Variant Holding
Tucson, Arizona-based Variant Holding Company, LLC, and its direct
and indirect subsidiaries are a commercial real estate business
with direct and indirect ownership interests in 23 real property
interests in various states.
Variant Holding commenced bankruptcy proceedings under Chapter 11
of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on
Aug. 28, 2014. Variant Holding estimated $100 million to $500
million in assets and less than $100 million in debt.
Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding
Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP,
signed the resolution authorizing the bankruptcy filing.
Variant's subsidiaries filed voluntary Chapter 11 petitions on
Jan. 12, 2016. Variant's property-owning subsidiaries, which own 23
apartment complexes, and which are debtors are: (1) Broadmoor
Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge
Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley
Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road
Terrace Apartments, LLC, and Sandridge Apartments, LLC
(collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper
Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury,
Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest
Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las
Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201
Oaks of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC,
667 Maxey Village Apartments, LLC, 17103 Pine Forest Apartments,
LLC, 7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments,
LLC (collectively, the "H14 Portfolio Debtors"); and (3) The Oaks
of Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3
Portfolio Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest
are collectively referred as the "Property-Owning Debtors").
The FX3 Portfolio Debtors own 8 apartment projects in Texas,
Maryland, Virginia, and South Carolina, which properties total
1,850 housing units. The H14 Portfolio Debtors own 14 apartment
projects in Texas, which consist of a total of 5,050 housing
units.
Oaks at Stonecrest owns a single apartment project in Lithonia,
Georgia, which has 280 housing units.
The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as
counsel and UpShot Services LLC as claims and noticing agent.
WASHINGTON MUTUAL: JPMorgan Beats Bondholder Suit Over Collapse
---------------------------------------------------------------
Y. Peter Kang at Bankruptcy Law360 reported that a D.C. federal
judge on March 4, 2016, tossed a suit brought by Washington Mutual
bondholders accusing JPMorgan Chase & Co. of engineering the bank's
2008 collapse in order to buy it at fire sale prices, saying the
bondholders failed to prove JPMorgan breached their bond
contracts.
In dismissing the suit with prejudice, U.S. District Judge Rosemary
M. Collyer said that under New York law, an actual breach of
contract is required in order to pursue the sole remaining claim in
the case.
About Washington Mutual
Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.
Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment.
WELLFLEX ENERGY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Wellflex Energy Solutions, LLC
dba Wellflex Acquisition Partners
fdba Arch Production Solutions, LLC
7609 White Settlement Road
Fort Worth, TX 76108
Case No.: 16-41049
Chapter 11 Petition Date: March 13, 2016
Court: United States Bankruptcy Court
Northern District of Texas (Ft. Worth)
Judge: Hon. Mark X. Mullin
Debtor's Counsel: Jeff P. Prostok, Esq.
FORSHEY & PROSTOK, LLP
777 Main St., Suite 1290
Ft. Worth, TX 76102
Tel: 817-877-8855
E-mail: jprostok@forsheyprostok.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Nick Klaus, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb16-41049.pdf
WESTERN DIGITAL: S&P Assigns 'BB+' CCR, Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
corporate credit rating to Irvine, Calif.-based Western Digital
Corp. The rating outlook is stable.
At the same time, S&P assigned its 'BBB-' issue-level rating and
'2' recovery rating to the company's proposed $1 billion seven-year
senior secured notes and $10 billion senior secured credit
facility, which consists of a $1 billion five-year revolving credit
facility, a $3 billion five-year term loan A, and a
$6 billion seven-year term loan B. The '2' recovery rating
indicates S&P's expectation for substantial recovery (70%-90%;
lower half of the range) of principal in the event of a payment
default.
S&P also assigned its 'BB+' issue-level rating and '4' recovery
rating to the company's proposed $4.1 billion eight-year senior
unsecured notes. The '4' recovery rating indicates S&P's
expectation for average recovery (30%-50%; lower half of the range)
of principal in the event of a payment default.
"The rating on Western Digital reflects our view that the array of
SanDisk's NAND technologies and manufacturing capacity, through the
Toshiba joint venture, will enable Western Digital to better
navigate the transition in storage toward SSDs for data-driven
performance sensitive applications serving the needs of both
consumer and enterprise customers," said Standard & Poor's credit
analyst Jenny Chang.
Continued weakness in the personal computer (PC) end market,
declining demand for HDD products, and considerable customer
concentration represent ongoing credit risks and are the basis for
S&P's business risk profile assessment for the combined entity.
The rating also reflects S&P's expectation that Western Digital
will maintain leverage below 3x, including S&P's surplus cash
netting and other adjustments, despite its expectation that
revenues, on a pro forma basis, will decline over the next 12 to 18
months.
The stable rating outlook reflects S&P's expectation that SanDisk's
NAND technologies will enable Western Digital to successfully
navigate the threat of SSD substitution to its HDD business, and
that the combined entity will generate healthy free cash flow and
sustain adjusted leverage below 3x over the next 12 to 18 months.
WHITTEN FOUNDATION: Altered Plan Cuts Unsecureds' Recovery to 10%
-----------------------------------------------------------------
IberiaBank in November 2015 received confirmation of a Chapter 11
plan for Whitten Foundation that contemplated a $12.5 million sale
to Juniper Investment Group, Ltd., and a 25% to 35% dividend for
unsecured creditors. On March 29, 2016, Iberia will present
post-confirmation amendments of its Chapter 11 plan, which
amendments would reduce the sale price to $11.25 million and
provide for an estimated recovery of only 10% for unsecured
creditors.
Iberia holds a first mortgage on the Debtor's properties, as well
as a priming security interest in rents and cash proceeds. Its
total indebtedness, represented by three separate notes, was in
excess of $10.2 million as of the date of the filing of the
bankruptcy, not taking into account postpetition interest and
attorneys' fees as an "oversecured" creditor within the meaning of
Section 506 of the Bankruptcy Code. The Small Business
Administration ("SBA") holds a second mortgage on Embers and is
owed approximately $1.6 million. Allowed unsecured claims total
slightly less $1 million.
Iberia says consummation of the $11.25 million sale will be
sufficient to pay all allowed administrative claims, priority
claims, and the secured claims of Iberia and SBA the agreed-upon
discounted payoffs to each, together with a dividend to unsecured
creditors.
The previously-approved plan called for the rejection of the
Debtor's management contract with Multifamily Management, Inc.
("MMI"), with a 30 day period of time within which to file a damage
claim. MMI did not file a proof of claim within the time allowed
by the Court and therefore Iberia is reasonably certain the allowed
unsecured claims total slightly less than $1 million. As a result,
the Plan now calls for a dividend to unsecured creditors of
approximately 10%.
Iberia, the SBA and the Court-approved real estate broker
(Berkadia) have all agreed to take a meaningful discount, together
approximately $875,000 of the total reduction in the offer of
$1,249,000. The balance of the discount ($376,000) is to be borne
by the unsecured creditors.
The claims of Lamond Whitten and Louisiana Rental Investors, LLC
have been separately classified in Class 5. Those claims were
disputed by the Debtor in its schedules and Class 5 members failed
to file proofs of claim before the expiration of the July 31 bar
date. Accordingly, these insider claims will receive nothing under
Iberia's plan if the sale to Juniper is consummated. Similarly, any
equity interest in the Debtor, a non-profit corporation with no
shareholders, shall be terminated with nothing paid on account of
those interests.
Given the substantially discounted offer by Juniper, which Iberia
believes still represents the lower end of market value, Iberia
submits that no alternative to Iberia's Plan, including "more
marketing" by the Debtor or conversion to chapter 7, would yield a
better result. On the positive side, all contingencies to closing
this modified sale transaction have been removed, except for
Bankruptcy Court approval.
Iberia does not believe spending further scare resources to conduct
an auction or even additional marketing efforts, which would
further delay this matter to the detriment of creditors, is
advisable.
Iberia avers that the revised offer by Juniper is still a fair
price for the Debtor's assets. Any alternative to this Plan must
generate a greater return for creditors. Iberia does not believe
such an alternative exists, certainly within a reasonable period of
time acceptable to Iberia.
* * *
In light of the post-confirmation amendments to the Plan and
Disclosure Statement, Iberia is re-soliciting votes on the Amended
Plan.
At the March 29 hearing, the Court will consider:
1. The adequacy of the disclosure statement and any objections
or modifications thereto,
2. The fixing of a time within which holders of claims and
interests may accept or reject the Plan, and
3. The fixing of a date for the hearing on confirmation of the
Plan.
About Whitten Foundation
Whitten Foundation is a non-profit corporation that owns and
operates two apartment/condominium properties located in Lake
Charles and Baton Rouge in the State of Louisiana. The Lake
Charles property is referred to as "Embers" and the Baton Rouge
property is referred to "Courtyard Orleans." A third property,
referred to as "Unit 9" is located at the Courtyard Orleans site
in Baton Rouge but it is a single condominium.
Whitten Foundation sought Chapter 11 bankruptcy protection (Bankr.
W.D. La. Case No. 15-20237) in Lake Charles, Louisiana, on March
31, 2015. The Debtor estimated $10 million to $50 million in
assets and debt.
Judge Robert Summerhays presides over the case. The Debtor has
tapped Gerald J. Casey, Esq., in Lake Charles, Louisiana, as its
counsel.
The U.S. trustee overseeing Whitten Foundation's Chapter 11 case
said it wasn't able to form a committee of unsecured creditors due
to insufficient number of creditors willing to serve on the
committee.
WHITTEN FOUNDATION: Bank Amends Plan After Price Cut to $11.2M
--------------------------------------------------------------
IberiaBank, the largest secured creditor of Whitten Foundation, in
November 2015, received confirmation of its Chapter 11 Liquidating
Plan for the Debtor, but -- three months later -- is now saying
that creditors would have make do with a payout plan that would pay
creditors under less favorable terms and conditions than set forth
in the original plan.
Iberia's Original Plan, which was confirmed by the Court on Nov.
30, 2015, called for the sale of all of the Debtor's assets to
Juniper Investment Group, Ltd., for $12,500,000. The sale was
conditioned upon a due diligence period, financing contingencies
and other prerequisites involving successful negotiations to buy
individually-owned condominium units.
The Original Plan could not be consummated, as the Buyer informed
Iberia that it had elected to withdraw its offers.
After additional negotiations between the Buyer and Iberia, Iberia
on Feb. 29, 2016, filed Post-Confirmation Modifications to its
Chapter 11 Liquidating Plan and Disclosure Statement.
The Post-Confirmation Modified Plan, together with any amendments,
is designed to consummate a new proposal, with no contingencies of
any kind other than Bankruptcy Court approval, to liquidate all of
the assets of the Debtor in order to pay creditors, albeit under
less favorable terms and conditions that set forth in the Original
Plan.
The Bankruptcy Court will convene a hearing on IberiaBank's
post-confirmation amendments to the Plan and Disclosure Statement
on March 29, 2016, at 10:00 a.m.
Material Problems
The foundation for Iberia's liquidating plan confirmed on Nov. 30,
2015 was a proposed sale of the Properties to Juniper Investment
Group for $12,500,000. However, since Iberia's plan was confirmed,
Juniper conducted due diligence and discovered certain material
problems sufficient to withdraw its offer. Iberia has concluded
that seeking to compel Juniper to perform under the original
contracts would not be a prudent course of action. Accordingly,
after further negotiations, Juniper has offered $11,251,000, but
with no contingencies other than bankruptcy court approval. The
Embers is to be sold for $8,250,000, Courtyard Orleans for
$3,000,000, and Unit 9 for $1,000.
Copies of the Post-Confirmation Modifications to the Chapter 11
Liquidating Plan and Disclosure Statement proposed by IberiaBank
are available at:
http://bankrupt.com/misc/Whitten_F_144_IB_Post-Conf_Plan.pdf
http://bankrupt.com/misc/Whitten_F_145_IB_Post-Conf_DS.pdf
IberiaBank is represented by:
Michael A. Crawford, Esq.
Brett P. Furr, Esq.
TAYLOR, PORTER, BROOKS & PHILLIPS, LLP
Post Office Box 2471
451 Florida Street, 8th Floor
Baton Rouge, LA 70821-2471
Tel: (225)381-0223
Fax: (225)346-8049
About Whitten Foundation
Whitten Foundation is a non-profit corporation that owns and
operates two apartment/condominium properties located in Lake
Charles and Baton Rouge in the State of Louisiana. The Lake
Charles property is referred to as "Embers" and the Baton Rouge
property is referred to "Courtyard Orleans." A third property,
referred to as "Unit 9" is located at the Courtyard Orleans site
in
Baton Rouge but it is a single condominium.
Whitten Foundation sought Chapter 11 bankruptcy protection (Bankr.
W.D. La. Case No. 15-20237) in Lake Charles, Louisiana, on March
31, 2015. The Debtor estimated $10 million to $50 million in
assets and debt.
Judge Robert Summerhays presides over the case. The Debtor has
tapped Gerald J. Casey, Esq., in Lake Charles, Louisiana, as its
counsel.
The U.S. trustee overseeing Whitten Foundation's Chapter 11 case
said it wasn't able to form a committee of unsecured creditors due
to insufficient number of creditors willing to serve on the
committee.
WILLIAMS COS: Slides After Court Ruling on Pipelines
----------------------------------------------------
Tim Loh and Tiffany Kary, writing for Bloomberg Brief, reported
that pipeline operators including Williams Cos. slid on March 8
after a bankruptcy court ruled that driller Sabine Oil & Gas Corp.
can break its shipping contracts.
According to the report, Williams slid as much as 8.9 percent on
March 8 on speculation that the decision may set a precedent for
distressed energy explorers looking to break transportation
commitments. Sliding oil prices have weighed on midstream stocks
over the past year on investors' concerns that drillers filing for
bankruptcy may break their contracts and shrink profits, the report
related.
In a Feb. 18 call with investors, Williams had to defend itself
against speculation that its finances were
tied too closely to energy explorer Chesapeake Energy Corp., the
report related.
As previously reported by The Troubled Company Reporter, on March
9, 2016, Judge Shelley C. Chapman of the U.S. Bankruptcy Court for
the Southern District of New York issued a bench decision
authorizing Sabine Oil & Gas Corporation, et al., to reject their
contracts with Nordheim Eagle Ford Gathering, LLC, and HPIP
Gonzales Holdings, LLC.
Under the contracts with each of Nordheim and HPIP, Sabine agreed
to "dedicate" to the "performance" of that agreement all of the
gas
produced by Sabine from a designated area and deliver the gas to
Nordheim and HPIP, and Nordheim agreed to gather, treat,
dehydrate,
and re-deliver that gas to Sabine.
In ruling for the Debtors, Judge Chapman held, "If it is
ultimately
determined that the covenants at issue in the Agreements do not
run
with the land, as the Debtors argue and the Court believes to be
the case, the Debtors will be free to negotiate new gas gathering
agreements with any party, likely obtaining better terms than the
existing agreements provide. If, however, the covenants are
ultimately determined to run with the land, the Debtors will
likely
need to pursue alternative arrangements with Nordheim and HPIP
consistent with the covenants by which the Debtors would remain
bound. In either scenario, the Debtors’ conclusion that they
are
better off rejecting the Nordheim and HPIP Agreements is a
reasonable exercise of their business judgment."
* * *
The Troubled Company Reporter, on Jan. 29, 2016, reported that
Standard & Poor's Ratings Services placed its 'BBB-' corporate
credit rating and issue ratings on Williams Partners L.P. (WPZ) and
its wholly owned subsidiaries, Northwest Pipeline LLC and
Transcontinental Gas Pipe Line Co., on CreditWatch with negative
implications.
In addition, S&P lowered its corporate credit rating on The
Williams Cos. (WMB) to 'BB' from 'BB+', and removed the rating
from
CreditWatch, where S&P placed it with negative implications on
Dec.
15, 2015. The outlook is stable. At the same time, S&P lowered
its ratings on WMB's senior unsecured debt to 'BB' from 'BB+',
lowered the junior subordinated rating to 'B+' from 'BB-', and
lowered the preferred stock rating to 'B' from 'B+'.
XENONICS HOLDINGS: Files Chapter 7 Bankruptcy Petition
------------------------------------------------------
After 19 years of providing high-intensity illumination and night
vision systems to the U.S. military and law enforcement, Xenonics
Holdings, Inc. on March 11 disclosed that it has filed a petition
for Chapter 7 Bankruptcy.
Xenonics was severely impacted by the reductions in the U.S.
Defense budget and by delays in obtaining highly anticipated and
significant international purchase orders. For the last seven
months the Company's officers worked diligently without
compensation to obtain purchase orders while barely being able to
maintain minimal operations. Without these purchase orders, the
Company does not have enough working capital to continue
operations.
However, Xenonics' officers and directors are pleased that the
Company's products saved many lives in Iraq and Afghanistan and
made such a valuable contribution to the men and women serving our
country. The testimonials the Company received were heartwarming.
About Xenonics
Headquartered in Carlsbad, California, Xenonics Holdings, Inc. --
http://www.xenonics.com-- develops and produces advanced,
lightweight and compact ultra-high-intensity illumination and
low-light vision products for military, law enforcement, public
safety, and commercial and private sector applications.
[*] Oil Boom Fueled by Junk Debt Faces Default Wave
---------------------------------------------------
Asjylyn Loder, Steven Church, and Jodi Xu Klein, writing for
Bloomberg Brief, reported that investors are facing $19 billion in
energy defaults as the worstoil crash in a generation leaves
drillers struggling to stay afloat.
According to the report, the wave could begin within days if Energy
XXI Ltd., SandRidge Energy Inc. and Goodrich Petroleum Corp. fail
to reach agreements with creditors and shareholders. Those are
three of at least eight oil and gas producers that have announced
missed debt payments, triggering a countdown to default, the report
said.
"Shale was a hot growth area and companies made the mistake of
borrowing too much," said George Schultze, founder and chief
investment officer of Schultze Asset Management in New York, which
has been betting against several distressed energy companies.
"It's amazing that so many people were willing to lend them money.
Many are going to file for bankruptcy, and bondholders and equity
are going to get wiped out en masse."
Bondholders are paying dearly for backing a shale boom that was
built on high-yield credit, the report noted.
[*] Sen. Cantwell Urges Banning Self-Bonding in Mining
------------------------------------------------------
Stephen Lee, writing for Bloomberg Brief, reported that
intensifying her efforts to probe self-bonding in the mining
industry, Sen. Maria Cantwell (D-Wash.) asked the Interior
Department March 10 to consider prohibiting the practice.
According to the report, Sen. Cantwell's push comes amid a wave of
bankruptcies in the coal sector that has environmentalists worried
about who -- if anyone -- is going to pay for cleanup of old mine
sites. In her letter, Sen. Cantwell, top Democrat on the Senate
Energy and Natural Resources Committee, argued that self-bonding is
risky in the mining sector because many mine companies aren't
diversified enough to weather sharp downturns in coal, the report
related.
"We have seen this show before, and I am concerned that the recent
slew of bankruptcies by major coal mining companies will lead to
the same finale for taxpayers," Sen. Cantwell wrote, the report
related.
To illustrate, she pointed to Arch Coal, the once-high-flying
company that filed for bankruptcy just four months after the state
of Wyoming reaffirmed its eligibility to selfbond in September
2015, the report said.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM)
($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ABT CN 108.3 (42.6)
(41.9)
ABSOLUTE SOFTWRE ALSWF US 108.3 (42.6)
(41.9)
ABSOLUTE SOFTWRE ABT2EUR EU 108.3 (42.6)
(41.9)
ABSOLUTE SOFTWRE OU1 GR 108.3 (42.6)
(41.9)
ADV MICRO DEVICE AMD* MM 3,109.0 (412.0) 917.0
ADVANCED EMISSIO ADES US 106.4 (46.1)
(15.3)
ADVENT SOFTWARE ADVS US 424.8 (50.1)
(110.8)
AEROJET ROCKETDY GCY GR 2,034.9 (145.5) 108.5
AEROJET ROCKETDY GCY TH 2,034.9 (145.5) 108.5
AEROJET ROCKETDY AJRD US 2,034.9 (145.5) 108.5
AK STEEL HLDG AKS* MM 4,084.4 (595.6) 763.6
AK STEEL HLDG AKS US 4,084.4 (595.6) 763.6
AK STEEL HLDG AK2 TH 4,084.4 (595.6) 763.6
AK STEEL HLDG AK2 GR 4,084.4 (595.6) 763.6
AMER RESTAUR-LP ICTPU US 33.5 (4.0)
(6.2)
AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0
ANGIE'S LIST INC 8AL TH 174.9 (2.4)
(21.3)
ANGIE'S LIST INC ANGI US 174.9 (2.4)
(21.3)
ANGIE'S LIST INC 8AL GR 174.9 (2.4)
(21.3)
ARCH COAL INC ACIIQ* MM 5,848.0 (605.4) 824.1
ARIAD PHARM APS GR 546.7 (103.1) 142.9
ARIAD PHARM ARIAEUR EU 546.7 (103.1) 142.9
ARIAD PHARM APS TH 546.7 (103.1) 142.9
ARIAD PHARM ARIA SW 546.7 (103.1) 142.9
ARIAD PHARM ARIACHF EU 546.7 (103.1) 142.9
ARIAD PHARM ARIA US 546.7 (103.1) 142.9
ASPEN TECHNOLOGY AST GR 276.4 (22.2)
(4.4)
ASPEN TECHNOLOGY AZPN US 276.4 (22.2)
(4.4)
AUTOZONE INC AZ5 QT 8,366.4 (1,741.3)
(784.8)
AUTOZONE INC AZ5 TH 8,366.4 (1,741.3)
(784.8)
AUTOZONE INC AZ5 GR 8,366.4 (1,741.3)
(784.8)
AUTOZONE INC AZO US 8,366.4 (1,741.3)
(784.8)
AUTOZONE INC AZOEUR EU 8,366.4 (1,741.3)
(784.8)
AVID TECHNOLOGY AVID US 264.2 (327.6)
(158.4)
AVID TECHNOLOGY AVD GR 264.2 (327.6)
(158.4)
AVINTIV SPECIALT POLGA US 1,991.4 (3.9) 322.1
AVON - BDR AVON34 BZ 3,879.5 (1,056.4) 146.0
AVON PRODUCTS AVP TH 3,879.5 (1,056.4) 146.0
AVON PRODUCTS AVP US 3,879.5 (1,056.4) 146.0
AVON PRODUCTS AVP CI 3,879.5 (1,056.4) 146.0
AVON PRODUCTS AVP* MM 3,879.5 (1,056.4) 146.0
AVON PRODUCTS AVP GR 3,879.5 (1,056.4) 146.0
BARRACUDA NETWOR 7BM GR 429.9 (30.5)
(27.7)
BARRACUDA NETWOR CUDA US 429.9 (30.5)
(27.7)
BARRACUDA NETWOR CUDAEUR EU 429.9 (30.5)
(27.7)
BARRACUDA NETWOR 7BM QT 429.9 (30.5)
(27.7)
BENEFITFOCUS INC BTF GR 182.1 (18.0) 18.4
BENEFITFOCUS INC BNFT US 182.1 (18.0) 18.4
BERRY PLASTICS G BP0 GR 7,710.0 (67.0) 646.0
BERRY PLASTICS G BERY US 7,710.0 (67.0) 646.0
BLUE BIRD CORP 1291067D US 251.0 (121.5) 1.5
BLUE BIRD CORP BLBD US 251.0 (121.5) 1.5
BOMBARDIER INC-B BBDBN MM 22,903.0 (4,054.0) 282.0
BOMBARDIER-B OLD BBDYB BB 22,903.0 (4,054.0) 282.0
BOMBARDIER-B W/I BBD/W CN 22,903.0 (4,054.0) 282.0
BRINKER INTL EAT US 1,579.9 (164.9)
(195.1)
BRINKER INTL BKJ GR 1,579.9 (164.9)
(195.1)
BUFFALO COAL COR BUC SJ 54.9 (10.1)
(4.5)
BURLINGTON STORE BURL US 2,580.1 (99.0) 46.4
BURLINGTON STORE BUI GR 2,580.1 (99.0) 46.4
CABLEVISION SY-A CVCEUR EU 6,867.3 (4,911.6)
(313.1)
CABLEVISION SY-A CVY GR 6,867.3 (4,911.6)
(313.1)
CABLEVISION SY-A CVC US 6,867.3 (4,911.6)
(313.1)
CABLEVISION-W/I 8441293Q US 6,867.3 (4,911.6)
(313.1)
CABLEVISION-W/I CVC-W US 6,867.3 (4,911.6)
(313.1)
CAMBIUM LEARNING ABCD US 141.4 (74.2)
(54.9)
CASELLA WASTE CWST US 649.9 (21.6)
(8.7)
CASELLA WASTE WA3 GR 649.9 (21.6)
(8.7)
CENTENNIAL COMM CYCL US 1,480.9 (925.9)
(52.1)
CHARTER COM-A CHTR US 39,316.0 (46.0)
(1,627.0)
CHARTER COM-A CKZA GR 39,316.0 (46.0)
(1,627.0)
CHARTER COM-A CKZA TH 39,316.0 (46.0)
(1,627.0)
CHOICE HOTELS CZH GR 717.0 (395.9) 102.9
CHOICE HOTELS CHH US 717.0 (395.9) 102.9
CINCINNATI BELL CBB US 1,454.4 (298.2)
(58.8)
CINCINNATI BELL CIB GR 1,454.4 (298.2)
(58.8)
CLEAR CHANNEL-A C7C GR 6,357.2 (569.7) 656.6
CLEAR CHANNEL-A CCO US 6,357.2 (569.7) 656.6
CLIFFS NATURAL R CLF* MM 2,135.5 (1,811.6) 401.0
COGENT COMMUNICA CCOI US 662.8 (12.3) 182.4
COGENT COMMUNICA OGM1 GR 662.8 (12.3) 182.4
COHERUS BIOSCIEN 8C5 GR 212.4 (6.9)
(6.9)
COHERUS BIOSCIEN 8C5 TH 212.4 (6.9)
(6.9)
COHERUS BIOSCIEN CHRSEUR EU 212.4 (6.9)
(6.9)
COHERUS BIOSCIEN CHRS US 212.4 (6.9)
(6.9)
COLGATE-BDR COLG34 BZ 11,958.0 (44.0) 850.0
COLGATE-PALMOLIV CPA QT 11,958.0 (44.0) 850.0
COLGATE-PALMOLIV CLEUR EU 11,958.0 (44.0) 850.0
COLGATE-PALMOLIV CPA GR 11,958.0 (44.0) 850.0
COLGATE-PALMOLIV CPA TH 11,958.0 (44.0) 850.0
COLGATE-PALMOLIV CL* MM 11,958.0 (44.0) 850.0
COLGATE-PALMOLIV CLCHF EU 11,958.0 (44.0) 850.0
COLGATE-PALMOLIV CL SW 11,958.0 (44.0) 850.0
COLGATE-PALMOLIV CL US 11,958.0 (44.0) 850.0
COMMUNICATION CSAL US 2,542.6 (1,166.9) -
COMMUNICATION 8XC GR 2,542.6 (1,166.9) -
CPI CARD GROUP I CPB GR 280.4 (86.6) 59.0
CPI CARD GROUP I PNT CN 280.4 (86.6) 59.0
CPI CARD GROUP I PMTS US 280.4 (86.6) 59.0
CYAN INC YCN GR 112.1 (18.4) 56.9
CYAN INC CYNI US 112.1 (18.4) 56.9
DELEK LOGISTICS DKL US 375.3 (11.0) 26.4
DELEK LOGISTICS D6L GR 375.3 (11.0) 26.4
DENNY'S CORP DE8 GR 297.0 (60.6)
(65.1)
DENNY'S CORP DENN US 297.0 (60.6)
(65.1)
DIRECTV DTV CI 25,321.0 (3,463.0) 1,360.0
DIRECTV DTVEUR EU 25,321.0 (3,463.0) 1,360.0
DIRECTV DTV US 25,321.0 (3,463.0) 1,360.0
DOMINO'S PIZZA EZV TH 799.8 (1,800.3) 226.7
DOMINO'S PIZZA DPZ US 799.8 (1,800.3) 226.7
DOMINO'S PIZZA EZV GR 799.8 (1,800.3) 226.7
DUN & BRADSTREET DB5 GR 2,273.6 (1,105.3) 0.4
DUN & BRADSTREET DNB1EUR EU 2,273.6 (1,105.3) 0.4
DUN & BRADSTREET DB5 TH 2,273.6 (1,105.3) 0.4
DUN & BRADSTREET DNB US 2,273.6 (1,105.3) 0.4
DUNKIN' BRANDS G DNKN US 3,197.1 (220.7) 139.0
DUNKIN' BRANDS G 2DB TH 3,197.1 (220.7) 139.0
DUNKIN' BRANDS G 2DB GR 3,197.1 (220.7) 139.0
DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7
DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7
DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7
EDGE THERAPEUTIC EU5 GR 58.5 (50.6) 47.1
EDGE THERAPEUTIC EDGE US 58.5 (50.6) 47.1
EDGEN GROUP INC EDG US 883.8 (0.8) 409.2
ENERGIZER HOLDIN EGG GR 1,617.5 (32.5) 639.3
ENERGIZER HOLDIN ENR US 1,617.5 (32.5) 639.3
ENERGIZER HOLDIN ENR-WEUR EU 1,617.5 (32.5) 639.3
EOS PETRO INC EOPT US 1.2 (27.9)
(29.0)
EPL OIL & GAS IN EPL US 1,140.6 (388.7)
(257.6)
EPL OIL & GAS IN EPA1 GR 1,140.6 (388.7)
(257.6)
EXELIXIS INC EXELEUR EU 332.3 (104.3) 126.4
EXELIXIS INC EX9 GR 332.3 (104.3) 126.4
EXELIXIS INC EX9 TH 332.3 (104.3) 126.4
EXELIXIS INC EXEL US 332.3 (104.3) 126.4
FAIRPOINT COMMUN FONN GR 1,322.5 (1.5)
(4.1)
FAIRPOINT COMMUN FRP US 1,322.5 (1.5)
(4.1)
FREESCALE SEMICO 1FS QT 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO 1FS GR 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO FSLEUR EU 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO 1FS TH 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO FSL US 3,159.0 (3,079.0) 1,264.0
GAMCO INVESTO-A GBL US 104.0 (276.3) -
GAMING AND LEISU 2GL GR 2,448.2 (253.5)
(83.7)
GAMING AND LEISU GLPI US 2,448.2 (253.5)
(83.7)
GARDA WRLD -CL A GW CN 1,828.2 (378.3) 124.2
GARTNER INC IT US 2,174.7 (132.4)
(182.5)
GARTNER INC GGRA GR 2,174.7 (132.4)
(182.5)
GCP APPLIED TECH 43G GR 961.6 (224.1) 217.6
GCP APPLIED TECH GCP US 961.6 (224.1) 217.6
GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0
GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0
GLG PARTNERS INC GLG US 400.0 (285.6) 156.9
GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9
GOLD RESERVE INC GDRZF US 15.0 (32.3)
(42.5)
GOLD RESERVE INC GOD GR 15.0 (32.3)
(42.5)
GOLD RESERVE INC GRZ CN 15.0 (32.3)
(42.5)
GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5
GYMBOREE CORP/TH GYMB US 1,242.0 (386.5) 30.8
H&R BLOCK INC HRB TH 2,874.0 (536.7) 631.6
H&R BLOCK INC HRBEUR EU 2,874.0 (536.7) 631.6
H&R BLOCK INC HRB GR 2,874.0 (536.7) 631.6
H&R BLOCK INC HRB US 2,874.0 (536.7) 631.6
HCA HOLDINGS INC HCA US 32,744.0 (6,046.0) 3,716.0
HCA HOLDINGS INC 2BH TH 32,744.0 (6,046.0) 3,716.0
HCA HOLDINGS INC HCAEUR EU 32,744.0 (6,046.0) 3,716.0
HCA HOLDINGS INC 2BH GR 32,744.0 (6,046.0) 3,716.0
HD SUPPLY HOLDIN HDS US 5,486.0 (126.0) 1,101.0
HD SUPPLY HOLDIN 5HD GR 5,486.0 (126.0) 1,101.0
HECKMANN CORP-U HEK/U US 531.3 (38.3)
(461.5)
HERBALIFE LTD HLF US 2,477.9 (53.5) 541.9
HERBALIFE LTD HOO GR 2,477.9 (53.5) 541.9
HERBALIFE LTD HLFEUR EU 2,477.9 (53.5) 541.9
HEWLETT-PACKA-WI HPQ-W US 25,517.0 (4,909.0)
(1,606.0)
HOVNANIAN-A-WI HOV-W US 2,552.7 (143.1) 1,501.0
HP INC 7HP TH 25,517.0 (4,909.0)
(1,606.0)
HP INC HPQ TE 25,517.0 (4,909.0)
(1,606.0)
HP INC 7HP GR 25,517.0 (4,909.0)
(1,606.0)
HP INC HPQCHF EU 25,517.0 (4,909.0)
(1,606.0)
HP INC HPQ SW 25,517.0 (4,909.0)
(1,606.0)
HP INC HPQ US 25,517.0 (4,909.0)
(1,606.0)
HP INC HWP QT 25,517.0 (4,909.0)
(1,606.0)
HP INC HPQ* MM 25,517.0 (4,909.0)
(1,606.0)
HP INC HPQ CI 25,517.0 (4,909.0)
(1,606.0)
HUGHES TELEMATIC HUTCU US 110.2 (101.6)
(113.8)
IDEXX LABS IX1 TH 1,475.0 (84.0)
(35.1)
IDEXX LABS IDXX US 1,475.0 (84.0)
(35.1)
IDEXX LABS IX1 GR 1,475.0 (84.0)
(35.1)
IMMUNOGEN INC IMGN US 251.6 (16.7) 179.3
IMMUNOGEN INC IMU TH 251.6 (16.7) 179.3
IMMUNOGEN INC IMU GR 251.6 (16.7) 179.3
INFOR US INC LWSN US 6,778.1 (460.0)
(305.9)
INNOVIVA INC HVE GR 424.1 (342.6) 200.8
INNOVIVA INC INVA US 424.1 (342.6) 200.8
INSTRUCTURE INC 1IN GR 64.2 (15.3)
(15.5)
INSTRUCTURE INC INST US 64.2 (15.3)
(15.5)
INTERNATIONAL WI ITWG US 345.4 (9.7) 99.8
INVENTIV HEALTH VTIV US 2,205.7 (699.2) 112.4
IPCS INC IPCS US 559.2 (33.0) 72.1
ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2
J CREW GROUP INC JCG US 1,627.1 (759.0) 111.7
JACK IN THE BOX JACK US 1,273.0 (60.1)
(103.2)
JACK IN THE BOX JBX GR 1,273.0 (60.1)
(103.2)
JACK IN THE BOX JACK1EUR EU 1,273.0 (60.1)
(103.2)
JUST ENERGY GROU JE CN 1,274.3 (673.6)
(97.6)
JUST ENERGY GROU 1JE GR 1,274.3 (673.6)
(97.6)
JUST ENERGY GROU JE US 1,274.3 (673.6)
(97.6)
KEMPHARM INC KMPH US 55.7 (10.1) 45.7
KEMPHARM INC 1GD GR 55.7 (10.1) 45.7
KOPPERS HOLDINGS KOP US 1,125.4 (12.4) 163.8
KOPPERS HOLDINGS KO9 GR 1,125.4 (12.4) 163.8
L BRANDS INC LB US 8,493.2 (256.5) 2,280.7
L BRANDS INC LB* MM 8,493.2 (256.5) 2,280.7
L BRANDS INC LTD TH 8,493.2 (256.5) 2,280.7
L BRANDS INC LTD GR 8,493.2 (256.5) 2,280.7
L BRANDS INC LBEUR EU 8,493.2 (256.5) 2,280.7
LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9
LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9
LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9
LORILLARD INC LLV TH 4,154.0 (2,134.0) 1,135.0
LORILLARD INC LLV GR 4,154.0 (2,134.0) 1,135.0
LORILLARD INC LO US 4,154.0 (2,134.0) 1,135.0
MADISON-A/NEW-WI MSGN-W US 911.0 (1,213.9) 103.4
MAJESCOR RESOURC MJXEUR EU 0.0 (0.1)
(0.1)
MALIBU BOATS-A M05 GR 199.9 (1.4) 13.7
MALIBU BOATS-A MBUU US 199.9 (1.4) 13.7
MANNKIND CORP MNKD IT 278.0 (124.6)
(196.1)
MARRIOTT INTL-A MAR US 6,082.0 (3,590.0)
(1,849.0)
MARRIOTT INTL-A MAQ TH 6,082.0 (3,590.0)
(1,849.0)
MARRIOTT INTL-A MAQ GR 6,082.0 (3,590.0)
(1,849.0)
MDC COMM-W/I MDZ/W CN 1,590.2 (417.6)
(403.9)
MDC PARTNERS-A MDZ/A CN 1,590.2 (417.6)
(403.9)
MDC PARTNERS-A MDCA US 1,590.2 (417.6)
(403.9)
MDC PARTNERS-A MD7A GR 1,590.2 (417.6)
(403.9)
MDC PARTNERS-EXC MDZ/N CN 1,590.2 (417.6)
(403.9)
MEAD JOHNSON 0MJA TH 3,998.1 (592.5) 1,349.1
MEAD JOHNSON MJNEUR EU 3,998.1 (592.5) 1,349.1
MEAD JOHNSON 0MJA GR 3,998.1 (592.5) 1,349.1
MEAD JOHNSON MJN US 3,998.1 (592.5) 1,349.1
MERITOR INC MTOR US 2,050.0 (653.0) 118.0
MERITOR INC AID1 GR 2,050.0 (653.0) 118.0
MERRIMACK PHARMA MP6 GR 102.7 (140.7)
(24.3)
MERRIMACK PHARMA MACK US 102.7 (140.7)
(24.3)
MICHAELS COS INC MIM GR 2,083.1 (1,909.9) 585.9
MICHAELS COS INC MIK US 2,083.1 (1,909.9) 585.9
MIDSTATES PETROL MPO1EUR EU 1,298.1 (816.0) 96.2
MONEYGRAM INTERN MGI US 4,505.2 (222.8)
(19.0)
MOODY'S CORP MCOEUR EU 5,123.4 (333.0) 2,024.6
MOODY'S CORP DUT GR 5,123.4 (333.0) 2,024.6
MOODY'S CORP MCO US 5,123.4 (333.0) 2,024.6
MOODY'S CORP DUT TH 5,123.4 (333.0) 2,024.6
MOTOROLA SOLUTIO MTLA TH 8,387.0 (96.0) 2,389.0
MOTOROLA SOLUTIO MSI US 8,387.0 (96.0) 2,389.0
MOTOROLA SOLUTIO MTLA GR 8,387.0 (96.0) 2,389.0
MOTOROLA SOLUTIO MOT TE 8,387.0 (96.0) 2,389.0
MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) -
MSG NETWORKS- A MSGN US 911.0 (1,213.9) 103.4
MSG NETWORKS- A 1M4 GR 911.0 (1,213.9) 103.4
MSG NETWORKS- A 1M4 TH 911.0 (1,213.9) 103.4
NATHANS FAMOUS NATH US 81.0 (65.2) 57.4
NATHANS FAMOUS NFA GR 81.0 (65.2) 57.4
NATIONAL CINEMED NCMI US 1,084.3 (171.7) 84.6
NATIONAL CINEMED XWM GR 1,084.3 (171.7) 84.6
NAVIDEA BIOPHARM NAVB IT 17.5 (51.8) 8.7
NAVISTAR INTL IHR TH 5,980.0 (5,190.0) 139.0
NAVISTAR INTL NAV US 5,980.0 (5,190.0) 139.0
NAVISTAR INTL IHR GR 5,980.0 (5,190.0) 139.0
NEFF CORP-CL A NEFF US 656.3 (178.0) 20.5
NEW ENG RLTY-LP NEN US 202.4 (30.1) -
NORTHERN OIL AND NOG US 733.9 (197.6) 50.7
NORTHERN OIL AND 4LT GR 733.9 (197.6) 50.7
NTELOS HOLDINGS NTLS US 643.0 (39.0) 106.7
OMEROS CORP 3O8 TH 41.4 (9.0) 17.2
OMEROS CORP OMER US 41.4 (9.0) 17.2
OMEROS CORP 3O8 GR 41.4 (9.0) 17.2
OMEROS CORP OMEREUR EU 41.4 (9.0) 17.2
OMTHERA PHARMACE OMTH US 18.3 (8.5)
(12.0)
OUTERWALL INC OUTR US 1,366.1 (22.1) 43.2
OUTERWALL INC CS5 GR 1,366.1 (22.1) 43.2
PALM INC PALM US 1,007.2 (6.2) 141.7
PBF LOGISTICS LP 11P GR 422.9 (185.7) 34.2
PBF LOGISTICS LP PBFX US 422.9 (185.7) 34.2
PENN NATL GAMING PN1 GR 5,142.0 (676.2)
(161.2)
PENN NATL GAMING PENN US 5,142.0 (676.2)
(161.2)
PHILIP MORRIS IN 4I1 TH 33,956.0 (11,476.0) 418.0
PHILIP MORRIS IN PM1CHF EU 33,956.0 (11,476.0) 418.0
PHILIP MORRIS IN PMI SW 33,956.0 (11,476.0) 418.0
PHILIP MORRIS IN PM FP 33,956.0 (11,476.0) 418.0
PHILIP MORRIS IN PM1 TE 33,956.0 (11,476.0) 418.0
PHILIP MORRIS IN PM1EUR EU 33,956.0 (11,476.0) 418.0
PHILIP MORRIS IN PM US 33,956.0 (11,476.0) 418.0
PHILIP MORRIS IN 4I1 GR 33,956.0 (11,476.0) 418.0
PHILIP MORRIS IN PMI EB 33,956.0 (11,476.0) 418.0
PHILIP MORRIS IN PMI1 IX 33,956.0 (11,476.0) 418.0
PLANET FITNESS-A 3PL GR 699.2 (1.1) 6.7
PLANET FITNESS-A 3PL TH 699.2 (1.1) 6.7
PLANET FITNESS-A PLNT US 699.2 (1.1) 6.7
PLAYBOY ENTERP-A PLA/A US 165.8 (54.4)
(16.9)
PLAYBOY ENTERP-B PLA US 165.8 (54.4)
(16.9)
PLY GEM HOLDINGS PG6 GR 1,311.1 (80.8) 264.6
PLY GEM HOLDINGS PGEM US 1,311.1 (80.8) 264.6
POLYMER GROUP-B POLGB US 1,991.4 (3.9) 322.1
PROTECTION ONE PONE US 562.9 (61.8)
(7.6)
PURETECH HEALTH PRTCL EB - - -
PURETECH HEALTH PRTC LN - - -
PURETECH HEALTH PRTCGBX EU - - -
PURETECH HEALTH PRTCL PO - - -
PURETECH HEALTH PRTCL IX - - -
QUALITY DISTRIBU QLTY US 413.0 (22.9) 102.9
QUALITY DISTRIBU QDZ GR 413.0 (22.9) 102.9
QUINTILES TRANSN QTS GR 3,926.3 (335.7) 817.8
QUINTILES TRANSN Q US 3,926.3 (335.7) 817.8
RAYONIER ADV RYQ GR 1,288.5 (17.1) 196.3
RAYONIER ADV RYAM US 1,288.5 (17.1) 196.3
REGAL ENTERTAI-A RGC* MM 2,632.3 (877.6)
(113.1)
REGAL ENTERTAI-A RETA GR 2,632.3 (877.6)
(113.1)
REGAL ENTERTAI-A RGC US 2,632.3 (877.6)
(113.1)
RENAISSANCE LEA RLRN US 57.0 (28.2)
(31.4)
RENTECH NITROGEN 2RN GR 291.1 (138.0) 13.7
RENTECH NITROGEN RNF US 291.1 (138.0) 13.7
RENTPATH LLC PRM US 208.0 (91.7) 3.6
REVLON INC-A REV US 2,014.3 (587.5) 351.9
REVLON INC-A RVL1 GR 2,014.3 (587.5) 351.9
ROUNDY'S INC 4R1 GR 1,095.7 (92.7) 59.7
ROUNDY'S INC RNDY US 1,095.7 (92.7) 59.7
RURAL/METRO CORP RURL US 303.7 (92.1) 72.4
RYERSON HOLDING RYI US 1,556.2 (140.8) 643.0
SALLY BEAUTY HOL S7V GR 2,043.1 (321.7) 674.9
SALLY BEAUTY HOL SBH US 2,043.1 (321.7) 674.9
SANCHEZ ENERGY C 13S GR 1,542.3 (456.2) 499.1
SANCHEZ ENERGY C SN US 1,542.3 (456.2) 499.1
SANCHEZ ENERGY C SN* MM 1,542.3 (456.2) 499.1
SANCHEZ ENERGY C 13S TH 1,542.3 (456.2) 499.1
SBA COMM CORP-A SBJ TH 7,403.2 (1,706.1) 20.6
SBA COMM CORP-A SBJ GR 7,403.2 (1,706.1) 20.6
SBA COMM CORP-A SBAC US 7,403.2 (1,706.1) 20.6
SBA COMM CORP-A SBACEUR EU 7,403.2 (1,706.1) 20.6
SCIENTIFIC GAM-A TJW GR 7,732.2 (1,495.5) 521.6
SCIENTIFIC GAM-A SGMS US 7,732.2 (1,495.5) 521.6
SEARS HOLDINGS SEE TH 11,337.0 (1,956.0) 607.0
SEARS HOLDINGS SHLD US 11,337.0 (1,956.0) 607.0
SEARS HOLDINGS SEE GR 11,337.0 (1,956.0) 607.0
SENSEONICS HLDGS SENH US 5.5 (9.7)
(2.4)
SILVER SPRING NE 9SI GR 457.7 (33.9) 6.5
SILVER SPRING NE SSNI US 457.7 (33.9) 6.5
SILVER SPRING NE 9SI TH 457.7 (33.9) 6.5
SIRIUS XM CANADA SIICF US 311.1 (147.2)
(189.0)
SIRIUS XM CANADA XSR CN 311.1 (147.2)
(189.0)
SIRIUS XM HOLDIN SIRI US 8,046.7 (166.5)
(1,934.6)
SIRIUS XM HOLDIN RDO GR 8,046.7 (166.5)
(1,934.6)
SIRIUS XM HOLDIN RDO TH 8,046.7 (166.5)
(1,934.6)
SONIC CORP SONC US 616.1 (20.7) 7.4
SONIC CORP SONCEUR EU 616.1 (20.7) 7.4
SONIC CORP SO4 GR 616.1 (20.7) 7.4
SPORTSMAN'S WARE SPWH US 343.4 (14.0) 91.8
SPORTSMAN'S WARE 06S GR 343.4 (14.0) 91.8
SUN BIOPHARMA IN SNBP US - - -
SUPERVALU INC SVU US 4,643.0 (444.0) 81.0
SUPERVALU INC SVU* MM 4,643.0 (444.0) 81.0
SUPERVALU INC SJ1 TH 4,643.0 (444.0) 81.0
SUPERVALU INC SJ1 GR 4,643.0 (444.0) 81.0
SYNDAX PHARMACEU 1T3 GR 12.8 (5.7) 2.1
SYNDAX PHARMACEU SNDX US 12.8 (5.7) 2.1
SYNERGY PHARMACE SGYP US 115.9 (55.2) 95.5
SYNERGY PHARMACE S90 GR 115.9 (55.2) 95.5
SYNERGY PHARMACE SGYPEUR EU 115.9 (55.2) 95.5
TAILORED BRANDS TLRD US 2,259.4 (100.1) 723.6
TRANSDIGM GROUP T7D GR 8,330.0 (964.3) 1,204.3
TRANSDIGM GROUP TDG US 8,330.0 (964.3) 1,204.3
TRANSDIGM GROUP TDGCHF EU 8,330.0 (964.3) 1,204.3
TRANSDIGM GROUP TDG SW 8,330.0 (964.3) 1,204.3
TRINITY PLACE HO TPHS US 56.3 (3.3) -
UNISYS CORP USY1 GR 2,143.2 (1,378.6) 165.2
UNISYS CORP UIS US 2,143.2 (1,378.6) 165.2
UNISYS CORP UISEUR EU 2,143.2 (1,378.6) 165.2
UNISYS CORP USY1 TH 2,143.2 (1,378.6) 165.2
UNISYS CORP UIS1 SW 2,143.2 (1,378.6) 165.2
UNISYS CORP UISCHF EU 2,143.2 (1,378.6) 165.2
VECTOR GROUP LTD VGR US 1,310.8 (122.2) 367.4
VECTOR GROUP LTD VGR GR 1,310.8 (122.2) 367.4
VENOCO INC VQ US 403.8 (354.3) 195.7
VERISIGN INC VRS GR 2,357.7 (1,070.4) 464.9
VERISIGN INC VRS TH 2,357.7 (1,070.4) 464.9
VERISIGN INC VRSN US 2,357.7 (1,070.4) 464.9
VERIZON TELEMATI HUTC US 110.2 (101.6)
(113.8)
VERSEON CORP VSN LN - - -
VIRGIN MOBILE-A VM US 307.4 (244.2)
(138.3)
WEIGHT WATCHERS WW6 TH 1,422.1 (1,285.7)
(144.2)
WEIGHT WATCHERS WW6 GR 1,422.1 (1,285.7)
(144.2)
WEIGHT WATCHERS WTW US 1,422.1 (1,285.7)
(144.2)
WEIGHT WATCHERS WTWEUR EU 1,422.1 (1,285.7)
(144.2)
WEST CORP WSTC US 3,612.3 (552.1) 243.1
WEST CORP WT2 GR 3,612.3 (552.1) 243.1
WESTERN REFINING WR2 GR 412.0 (28.1) 66.3
WESTERN REFINING WNRL US 412.0 (28.1) 66.3
WINGSTOP INC WING US 121.1 (9.7) 7.1
WINGSTOP INC EWG GR 121.1 (9.7) 7.1
WINMARK CORP GBZ GR 47.4 (30.7) 16.9
WINMARK CORP WINA US 47.4 (30.7) 16.9
YRC WORLDWIDE IN YRCW US 1,894.6 (379.4) 160.9
YRC WORLDWIDE IN YEL1 GR 1,894.6 (379.4) 160.9
YRC WORLDWIDE IN YRCWEUR EU 1,894.6 (379.4) 160.9
YRC WORLDWIDE IN YEL1 TH 1,894.6 (379.4) 160.9
*********
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 ***