/raid1/www/Hosts/bankrupt/TCR_Public/160518.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, May 18, 2016, Vol. 20, No. 139
Headlines
ACE'S INDOOR: Seeks Court Approval to Hire Appraiser
ADVANCEPIERRE FOOD: Moody's Affirms B2 CFR, Outlook Remains Stable
ALLIED CONSOLIDATED: Magical Computing Appointed to Committee
AMERICAN LIBERTY: Wants 60-Day Extension of Exclusive Plan Filing
ARAMARK SERVICES: Moody's Assigns B2 Rating on New $1BB Sr. Notes
ARCH COAL: Moody's Assigns Ba3 Rating on $275MM DIP Loan
ATLANTIC COAST REFINING: U.S. Trustee Unable to Appoint Committee
BIZ AS USUAL: Wants Exclusive Plan Deadline Moved to June 15
BREITBURN ENERGY: Court OKs Prime Clerk as Claims & Noticing Agent
BREITBURN ENERGY: Moody's Lowers PDR to D-PD on Bankr. Filing
BREITBURN ENERGY: Seeks 30-Day Extension to File Schedules
BUFFETS LLC: Creditors' Panel Hires FTI Consulting as Advisor
BUFFETS LLC: Hires Auction Nation as Auctioneer
CAESARS ENTERTAINMENT: Bank Debt Trades at 5% Off
CAYOT REALTY: Case Summary & 6 Unsecured Creditors
CDR STRAINERS: U.S. Trustee Unable to Appoint Committee
CENVEO INC: Moody's Lowers PDR to Caa3-PD, Outlook Negative
CHC GROUP: U.S. Trustee Corrects Committee Appointment Notice
CHICORA LIFE: Case Summary & 13 Unsecured Creditors
CHINACODE INC: Case Summary & 5 Unsecured Creditors
COMSTOCK MINING: Chief Financial Officer Resigns
COMSTOCK MINING: Stockholders Elect 5 Directors
CONSTELLATION ENTERPRISES: Case Summary & 30 Top Unsec. Creditors
CONSTELLATION ENTERPRISES: Files for Ch. 11 for Quick Restructuring
CYPRESS SEMICONDUCTOR: Moody's Affirms B1 CFR & Rates Sr. Loan B1
DENBURY RESOURCES: Moody's Rates New 2nd Lien Notes Due 2021 'Caa1'
DESERT ECSTASY: Hires Miranda & Maldonado as Bankruptcy Counsel
DEX MEDIA: Case Summary & 30 Largest Unsecured Creditors
DEX MEDIA: Expects to Complete Ch. 11 Restructuring in 3rd Quarter
DIOCESE OF DULUTH: Gets Approval to Hire Real Estate Broker
DRAFTDAY FANTASY: Borrows $130K Under Sillerman Line of Credit
DRAFTDAY FANTASY: Signs Subscription Agreement with SIC III
DVORKIN HOLDINGS: Court Denies ASM Capital's Proof of Claim
EL PRIMERO: Seeks Court Approval to Hire Sagredo as Accountant
ELECTRICAL COMPONENTS: Moody's Retains B2 CFR Over Whitepath Deal
ELITE NURSING: Court Confirms 1st Amended Plan of Reorganization
ENERGY FUTURE: NextEra Said to Renew Interest in Oncor Electric
ENERGY XXI: Hires Locke Lord as Counsel for Regulatory Matters
ENERGY XXI: Taps PJT Partners as Investment Banker
ENERGY XXI: WilmerHale Represents Ad Hoc Group of Noteholders
EPICENTER PARTNERS: Case Summary & 20 Largest Unsecured Creditors
EQUINIX INC: Asset Divestitures No Impact on Fitch's 'BB' IDR
EXTREME PLASTICS: Court OKs Cash Collateral Use Until May 20
FILMED ENTERTAINMENT: Wants June 6 Exclusive Plan Filing Deadline
FORTESCUE METALS: Bank Debt Trades at 6% Off
FUSION TELECOMMUNICATIONS: Gets Noncompliance Notice from Nasdaq
GEORGE THOMAS MCKAY: U.S. Trustee Forms 3-Member Committee
GLOBAL RENAISSANCE ACADEMY: US Trustee Unable to Appoint Committee
GREAT BASIN: Files Prospectus on Proposed Units Offering
GYMBOREE CORP: Bank Debt Trades at 22% Off
HAMILTON SUNDSTRAND: Bank Debt Trades at 10% Off
HEAVENLY VISION: Wants Exclusive Plan Filing Extended to Sept. 9
HOSPITAL AUDIENCES: Voluntary Chapter 11 Case Summary
HYPNOTIC TAXI: Exclusive Solicitation Deadline Moved to July 15
ICY GOLD: U.S. Trustee Unable to Appoint Committee
INSTITUTE OF CARDIOVASCULAR: Affiliates Seek to Hire GlassRatner
INTEGRATED BIOPHARMA: Posts $33,000 Net Income for Third Quarter
INTERLEUKIN GENETICS: Files Form S-1 Prospectus with SEC
J. CREW: Bank Debt Trades at 20% Off
KINGWOOD FOOD: Seeks to Hire Peter Johnson as Legal Counsel
LA CASA DE LAS PUERTAS: Seeks Approval to Hire Wong as Counsel
LAKE TAHOE PARTNERS: Gets Approval to Hire MacConaghy as Counsel
LAWRENCE SCHIFF: Ch 11 Trustee Hires EisnerAmper as Fin'l Advisor
LAWRENCE SCHIFF: Ch 11 Trustee Retains Klehr Harrison as Counsel
LEVEL III TRADING: Seeks to Hire Singleton Kellner as Accountant
LINN ENERGY: Taps Prime Clerk as Claims & Noticing Agent
MARCIE ELECTRIC: Seeks to Hire John Bohl as Accountant
MARK TECHNOLOGIES: Seeks Authority to Use Revenue Stream as Cash
MBAC FERTILIZER: Delays Q1 Filings, TSX Share Delisting Extended
MCK MILLENNIUM: Lender Seeks Adequate Protection
MCK MILLENNIUM: Seeks Authority to Use Cash Collateral
MIDSTATES PETROLEUM: Milbank, V&E Represent Ad Hoc Committee
MOLYCORP INC: Ch.11 Trustee Seeks to Hire Ballard as Counsel
NEIMAN MARCUS: Bank Debt Trades at 5% Off
NELSON SERVICE: Seeks Approval to Hire Beasley as Special Counsel
NEW HOPE: Court Denies Bid to Add Dhillon as 3rd-Party Defendant
NNN DORAL: Shareholder Wants Ch. 11 Trustee Sanctioned
ODYSSEY CONTRACTING: Exclusive Plan Filing Extended to July 25
ORLANDO GATEWAY: Directed to Pay Developers' $222K Attorneys' Fees
PACIFIC 9 TRANSPORTATION: Seeks Approval to Hire Atkinson
PACIFIC 9 TRANSPORTATION: Seeks Approval to Hire Haberbush
PEABODY ENERGY: Gets Final Court Approval of $800M DIP Financing
POWELL VALLEY: Voluntary Chapter 11 Case Summary
PTAK PROPERTIES: U.S. Trustee Unable to Appoint Committee
QUICKSILVER RESOURCES: Wants Aug. 20 Plan Filing Deadline
RANCHO PALOMITA: U.S. Trustee Unable to Appoint Committee
ROSEVILLE SENIOR: Ch.11 Trustee Retains Walsh Pizzi as Counsel
SANDRIDGE ENERGY: Case Summary & 50 Largest Unsecured Creditors
SEABOARD REALTY: Gets OK to Retain Keen-Summit to Sell Properties
SEVENTY SEVEN: Enters Into Amended Restructuring Support Agreement
SPORTS AUTHORITY: Approved DIP Budget Filed
SPOVERLOOK LLC: Association's Bid for Stay Denied, Court Rules
SUNEDISON, INC: Tranche B Lender Opportunity Offered
SUNEDISON, INC: Wants Authority to Enter Into PFA Confirmed
SUNEDISON, INC: Westchester, ASIC Object to DIP Motion
TERRAFORM GLOBAL: Hit With Default Notice Over Late Financials
TERVITA CORP: To Utilize 30-Day Grace Period Under Indenture
TRANS-LUX CORP: Incurs $1.11 Million Net Loss in First Quarter
TRANSGENOMIC INC: Needs More Time to File Form 10-Q
TRIBUNE PUBLISHING: Gannett Raises Buyout Offer by 22%
TRONOX INC: Bank Debt Trades at 4% Off
UNITED SUPPORT: Wants Exclusive Periods Extended by 90 Days
UNIVERSAL GROUND: Seeks Approval to Hire Corcoran as Accountant
VESTIS RETAIL: Committee Hires Cooley as Lead Counsel
VESTIS RETAIL: Committee Hires Zolfo Cooper as Financial Advisor
VESTIS RETAIL: Committee Taps Polsinelli as Conflicts Counsel
VESTIS RETAIL: Hires RCS as Real Estate Advisors
WESTERN DIGITAL: Bank Debt Trades at 2% Off
WHISTLER ENERGY: Vinson, Kelly Hart Represent 1st Lien Noteholders
[*] Oil & Gas Sectors Face Uncertain Future, Creditsafe USA Says
*********
ACE'S INDOOR: Seeks Court Approval to Hire Appraiser
----------------------------------------------------
Ace's Indoor Shooting Range & Pro Gun Shop, Inc. seeks approval
from the U.S. Bankruptcy Court for the Southern District of Florida
to hire Harry P. Stampler Inc. as its appraiser.
The Debtor tapped the firm to prepare a valuation of all its
personal property, including its retail inventory. The Debtor
said it will use the results of the appraisal to prepare its
bankruptcy schedules.
The firm will be compensated at its customary rate of $150 per
hour, with a cap of $2,000, according to court filings.
In an affidavit, Harry Stampler disclosed that his firm does not
have an interest adverse to the Debtor or its creditors and that
the firm is a disinterested person within the meaning of Section
101(14) of the Bankruptcy Code.
The Debtor can be reached through:
Nicole Grimal Helmstetter, Esq.
Jacqueline Calderin, Esq.
Ehrenstein Charbonneau Calderin
501 Brickell Key Drive, Suite 300
Miami, Florida 33131
Tel: (305) 722-2002
Fax: (305) 722-2001
Emails: ngh@ecclegal.com
jc@ecclegal.com
About Ace's Indoor
Ace's Indoor Shooting Range & Pro Gun Shop, Inc. sought protection
under Chapter 11 of the Bankruptcy Code in the Southern District of
Florida (Miami) (Case No. 16-15918) on April 25, 2016. The
petition was signed by George de Pina, president.
The Debtor is represented by Jacqueline Calderin, Esq., at
Ehrenstein Charbonneau Calderin. The case is assigned to Judge
Robert A. Mark.
The Debtor estimated assets of $0 to $50,000 and debts of $1
million to $10 million.
ADVANCEPIERRE FOOD: Moody's Affirms B2 CFR, Outlook Remains Stable
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Moody's Investors Service affirmed the Corporate Family Rating of
AdvancePierre Foods, Inc. ("AdvancePierre" or "APF") at B2, as well
as its Probability of Default Rating at B2-PD. At the same time,
Moody's assigned the company's newly proposed first and second lien
term loans a B2 and Caa1 rating, respectively. Proceeds will be
used to refinance the company's existing first and second lien
credit facilities, add roughly $13 million of cash to the balance
sheet, and fund debt breakage costs and fees and expenses
associated with the transaction. The rating outlook is maintained
at stable.
The affirmation of AdvancePierre's CFR reflects Moody's expectation
that pro forma for the refinancing the company's credit metrics
will continue to be sustained at levels that support a B2 rating
and that liquidity will be good over the next 12 to 18 months.
APF's leverage has come down significantly over the last few years,
largely the result of strengthening profitability, which has
primarily been driven by net price realization (better pricing in
concert with lower input costs), a reduction in expenses associated
with certain cost saving initiatives, and a deliberate mix shift
towards higher margin products. AdvancePierre's CFR was upgraded
to B2 from B3 in December 2015 in recognition of the improvement in
credit metrics and the expectation that they will continue to
strengthen over time, albeit at a more moderate pace going
forward.
The newly proposed first lien term loan will be a 7-year facility
while the second lien term loan will have a 3-year extension from
the maturity date of the company's existing second lien facility.
Although the second lien facility has an earlier maturity date than
the first lien facility, the first lien facility will contain a
springing maturity provision that requires repayment ahead of
second lien holders if there is more than $25 million of second
lien debt outstanding 91 days prior to its scheduled maturity.
According to Moody's AVP - Analyst Brian Silver, "The refinancing
of AdvancePierre's debt capital structure removes the risk
associated with near-term debt maturities, which ultimately
improves the company's credit profile, specifically with respect to
liquidity, and as a result makes the company a more attractive IPO
candidate".
These ratings have been assigned at AdvancePierre Foods, Inc.
(subject to final documentation):
B2 (LGD4) to $1.1 billion first lien term loan maturing 2023;
and
Caa1 (LGD6) to $200 million second lien term loan maturing 2020.
These ratings have been affirmed at AdvancePierre Foods, Inc.:
Corporate Family Rating at B2;
Probability of Default Rating at B2-PD;
These ratings will be withdrawn at AdvancePierre Foods, Inc.
following the close of this transaction:
B1 (LGD3) on $925 million principal first lien term loan
maturing July 2017; and
Caa1 (LGD5) on $375 million principal second lien term loan
maturing October 2017.
The rating outlook is maintained at stable
RATINGS RATIONALE
AdvancePierre Foods, Inc.'s (APF) B2 Corporate Family Rating (CFR)
is reflective of the company's elevated leverage profile, moderate
interest coverage and relatively aggressive financial policies. Pro
forma for the company's newly proposed capital structure, APF's
leverage as measured by Moody's adjusted debt-to-EBITDA (including
capitalization of operating leases) was approximately 5.4 times
during the twelve months ended April 2, 2016 (the LTM period),
which is high considering its exposure to volatile raw material
costs, seasonal working capital needs, and competition from other
protein suppliers. APF has recently experienced significant
top-line growth and material profitability improvements that we
expect will continue, albeit at a more moderate pace going forward.
This will drive additional deleveraging and reduce reliance on the
company's ABL over the next twelve months. The aggressive
financial policies of APF's private equity owners weigh on the
rating and include the potential for debt-financed dividends and
large acquisitions. The B2 CFR acknowledges APF's benefits from
its healthy size and scale, good diversity of product offerings and
sales channels, moderate degree of customer concentration, and its
ability to pass-through a significant portion of its raw material
costs through a dynamic pricing model. Also factored into the
rating is the company's recent success in maintaining pricing
initiatives and rationalization of SKUs towards higher margin
products.
The stable outlook reflects our expectation that the company will
continue to generate positive free cash flow of which a healthy
portion will be used for debt repayment. Moody's expects leverage
(Moody's adjusted debt-to-EBITDA) to approach the 4.5 - 5.0 times
range over the next 12 to 18 months.
The ratings could be upgraded if APF is successful in reducing debt
while generating positive free cash flow. Quantitatively, Moody's
adjusted debt-to-EBITDA will need to be sustained below 4.5 times
while EBIT-to-interest is sustained above 2.0 times prior to any
ratings upgrade. Alternatively, the ratings could be downgraded if
liquidity deteriorates and ABL borrowings increase beyond our
expectations. In addition, if Moody's adjusted debt-to-EBITDA
increases and is sustained above 6.5 times and/or if Moody's
adjusted EBIT-to-interest falls below 1.0 time the ratings could
face pressure.
The principal methodology used in these ratings was Global Packaged
Goods published in June 2013.
AdvancePierre Foods, Inc., headquartered in Cincinnati, OH, is a
producer and marketer of value-added protein and hand-held
convenience items serving the foodservice, retail and convenience
and vending store channels. Key products include packaged
sandwiches, fully-cooked burgers, Philly steaks, stuffed chicken
breasts and country fried chicken. Oaktree Capital Management LP
(Oaktree) has owned the company since Pierre Foods, Inc. emerged
from bankruptcy in 2008. Net sales for the twelve months ending
April 2, 2016, were approximately $1.58 billion.
ALLIED CONSOLIDATED: Magical Computing Appointed to Committee
-------------------------------------------------------------
The U.S. trustee for Region 9 on May 16 appointed Magical Computing
to Allied Consolidated Industries Inc.'s official committee of
unsecured creditors.
Magical Computing replaced Gleason and Associates P.C., which was
appointed by the U.S. trustee on May 9, according to a filing with
the U.S. Bankruptcy Court for the Northern District of Ohio.
The unsecured creditors' committee is now composed of:
(1) Hader-Seitz Inc.
c/o Paul Piotrowski
P O Box 510260
15600 W. Lincoln Ave.
New Berlin WI 53151
Phone: (262) 641-8003
Fax: (262) 641-6010
(Temporary Chairperson)
(2) Starlite Diversified Inc.
c/o Mark Fisher
16465 McMath Ave.
Meadville PA 16335
Phone: (814) 724-8637
Fax: (814) 724-8651
(3) Magical Computing
c/o Anthony Michael Roncone
14240 Market St.
Columbiana OH 44408
Phone: (330) 726-2442
No fax available
About Allied Consolidated
Allied Consolidated Industries Inc. sought protection under Chapter
11 of the Bankruptcy Code in the Northern District of Ohio
(Youngstown) (Case No. 16-40675) on April 13, 2016. The petition
was signed by John R. Ramun, president.
The Debtor is represented by Melissa M. Macejko, Esq., at Suhar &
Macejko, LLC. The case is assigned to Judge Kay Woods.
The Debtor estimated both assets and liabilities in the range of $0
to $50,000.
AMERICAN LIBERTY: Wants 60-Day Extension of Exclusive Plan Filing
-----------------------------------------------------------------
American Liberty Oil Company, LP, asks the U.S. Bankruptcy Court
for the Northern District of Texas to extend the period of
exclusivity to file a Chapter 11 plan by at least 60 days. The
Debtor's exclusive period to propose and file a plan currently
expires on April 18, 2016, and the deadline to solicit acceptance
thereof was set to expire on June 20, 2016.
A hearing on the motion will be held on June 7, 2016, at 1:30 p.m.
The Debtor's case involves: (1) years of litigation in multiple
forums concerning disputes over control, claims, and equity
ownership of the Debtor, its general partner, and affiliated
debtor, Ranchland Holdings, Ltd., and its general partner; (2) an
executive retreat with employees and active, ongoing operations;
(3) two separate bankruptcy cases involving separate tracts of land
with considerable value; and (4) five parties in interest with
considerably different debt and equity claims between the two
debtors and their respective land, including lien positions.
On Nov. 17, 2015, ALOC, the JW GST Exempt Trust, James Y. Wynne,
and other parties started mediation at 9:30 a.m. in connection with
ALOC's bankruptcy case and the related case of Ranchland Holdings,
Ltd. The meditation continued uninterrupted until 8:00 a.m. on
Nov. 18, 2015. The parties were originally unable to reach a
complete agreement of all issues. More specifically, and in order
to provide the Court with additional background to understand the
current focal point of the discussions and need for additional
time, the parties reached a preliminary agreement to resolve their
disputes by agreeing to a partition that would transfer some of the
property and debt in the ALOC and Ranchland cases to the JW Trust
and James Wynne in return for a complete mutual release of all
claims and interests. This preliminary agreement did not address
how to implement agreed partition, including specifically how to
address the other parties to the bankruptcy case. Reaching an
actual agreement on the implementation was a condition precedent of
the preliminary agreement.
The parties subsequently reached an Amended Mediation Agreement
that provides for the parties to utilize a Chapter 11 Plan to
implement their partial and release agreement. The Amended
Mediation Agreement also includes an agreement to preserve the
procedural and substantive status quo of the parties while the
Amended Mediation Agreement is being implemented by a Chapter 11
Plan. The Amended Mediation Agreement requires a further between
the Debtor, JW Trust, and James Wynne regarding proposed Chapter 11
Plan terms as a condition precedent to the enforceability of the
partition agreement. As of the filing of this request, this
condition has not occurred.
The Debtor believes that it is close to finalizing a plan to
address all of these issues, but the Debtor will be unable to meet
the current exclusivity deadline due to the required involvement of
so many different parties.
Extension of the Exclusive Period will increase the likelihood of a
greater resolution and distribution to the Debtor's stakeholders by
facilitating an orderly, efficient, and cost-effective plan process
for the benefit of all creditors. Termination of the Exclusive
Period, on the other hand, could give rise to the threat of
multiple plans and a contentious confirmation process resulting in
increased administrative expenses and consequently diminishing
returns to the Debtor's creditors, as well as the likelihood that
competing plans would not be global in nature. Moreover, it could
significantly delay the Debtor's ability to confirm a plan in this
case.
About American Liberty
American Liberty Oil Company, LP, sought Chapter 11 protection
(Bankr. N.D. Tex. Case No. 15-32019) on May 6, 2015. The petition
was signed by Wreno S. Wynne, Jr., as managing partner of ALOC LLC.
The Debtor estimated assets of $10 million to $50 million and debt
of $1 million to $10 million in its petition.
On Aug. 28, 2015, the Court entered an order authorizing ALOC to
file an involuntary petition against Ranchland due to an impending
foreclosure against Ranchland's real property. The involuntary
petition against Ranchland (Case No. 15-33461) was filed on the
same day as the entry of the order.
The cases are assigned to Hon. Stacey G. Jernigan.
Quilling, Selander, Lownds, Winslett & Moser, P.C., serves as
ALOC's bankruptcy counsel. ALOC also won approval to hire Litzler,
Segner, Shaw & McKenney, LLP as accountant; Hi View Real Estate as
real estate broker; Skibell, Bohach & Archer, P.C. as special
counsel; Allie Beth Allman and Associates, and Moreland Properties
as real estate broker; and Foreman & Kessler, Ltd., as special
counsel.
* * *
The meeting of creditors under 11 U.S.C. Sec. 341 was commenced and
concluded on June 11, 2015.
No official committee of unsecured creditors has yet been appointed
and no such committee is expected to be appointed.
The bar date for filing proofs of claim in the ALOC case passed on
Sept. 9, 2015. The Court has not yet set a bar date in the
Ranchland case.
ARAMARK SERVICES: Moody's Assigns B2 Rating on New $1BB Sr. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Aramark Services,
Inc.'s proposed $1,000 million senior unsecured notes due 2024 and
2026. All other ratings, including the Ba3 corporate family
rating, and the stable ratings outlook remain unchanged.
The net proceeds of the new notes will be used for general
corporate proposes, including to reduce the outstanding balances
under Aramark's existing senior unsecured notes due 2020 and senior
secured term loan facility due 2019.
Moody's assigned this rating to Aramark Services, Inc.:
Senior Unsecured Notes due 2024 and 2026, Assigned at B2 (LGD5)
RATINGS RATIONALE
"The announced transaction extends Aramark's debt maturity
schedule, thereby enhancing liquidity," noted Moody's Senior Credit
Officer Edmond DeForest.
The Ba3 CFR is supported by Aramark's leadership positions in
growing markets favoring outsourcing trends, along with a stable
and predictable business model driven by long-term contracts and
fixed assets providing meaningful competitive barriers. Moody's
anticipates low single digit revenue growth, a partial rebound in
EBITA margins to around 5.5% and debt repayment of about $100
million a year. Revenue growth will be driven by slowly improving
conditions across most service lines. Growth in free cash flow
will be aided by management and business process improvement
initiatives and fewer non-recurring cash uses, although investments
in capital expenditures associated with new and expanded contracts
could limit the pace.
The Speculative Grade Liquidity rating of SGL-2, indicates
Aramark's good liquidity, reflected by cash of $147.7 million as of
April 1, 2016, Moody's expectations for free cash flow over $100
million and significant availability under the revolving credit
facility maturing 2019.
All financial metrics reflect Moody's standard adjustments.
The senior unsecured notes are guaranteed by substantially all of
the domestic subsidiaries of the company (excluding the
securitization subsidiaries). The B2 (LGD5) rating on the senior
unsecured notes is two notches below the CFR reflecting its junior
collateral position and the amount of first lien debt ranking ahead
of it.
The stable ratings outlook reflects Moody's expectation for low
single digit revenue growth and over $1.3 billion a year of EBITDA.
The ratings could be downgraded if, as a result of some
combination of poor results from operations, acquisitions or
shareholder-friendly actions, along with whether Moody's expects
debt to EBITDA to be maintained above 5 times or retained cash flow
to debt to remain below 12% on a sustained basis. The ratings
could be upgraded if Aramark achieves sustained revenue growth,
stable profitability as measured by EBITA margins of at least 6%
and demonstrates conservative financial policies such that we
expect sustained debt to EBITDA around 4 times and retained cash
flow to debt at least 16%.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.
Aramark is a provider of food and related services to a broad range
of institutions and the second largest uniform and career apparel
business in the United States. Moody's expect revenues of about
$15 billion over the next 12 to 18 months.
ARCH COAL: Moody's Assigns Ba3 Rating on $275MM DIP Loan
--------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the $275 million
debtor-in-possession (DIP) term loan entered into by Arch Coal,
Inc. (DIP) (Arch) to provide the company with the necessary
liquidity as it goes through the Chapter 11 restructuring process.
The rating primarily reflects the collateral coverage available to
the DIP lenders under the term loan and the structural features of
the DIP facilities. The term loan is secured by substantially all
assets of the company, includes a super priority claim under the
Bankruptcy Code, and has upstream secured guarantees from all of
Arch's material domestic subsidiaries. The bankruptcy court
approved the execution of the DIP facilities in its final
debtor-in-possession order on Feb. 25, 2016. The rating also
considers the size of the DIP facilities as a percentage of
pre-petition debt and the nature of the bankruptcy and
reorganization. The company and certain of its wholly-owned
subsidiaries have filed for relief under Chapter 11 of the U.S.
Bankruptcy Code in the Bankruptcy Court for the Eastern District of
Missouri on Jan. 11, 2016.
The rating on the DIP term loan is being assigned on a
"point-in-time" basis and will not be monitored going forward and
therefore no outlook is assigned to the rating.
RATINGS RATIONALE
The proceeds of the DIP term loan will be used to help provide the
necessary liquidity as the company moves through the restructuring
process and for general corporate purposes. In conjunction with
the DIP financing, the company also negotiated a Restructuring
Support Agreement with certain of its term loan lenders, which,
among other things, provides for the pre-petition secured term loan
of $1.9 billion to be exchanged for $327 million in new
post-petition first lien debt and common stock.
The $275 million DIP facility will mature on Jan. 31, 2017, and
requires the company to maintain minimum liquidity of $500 million.
The company also reached an agreement with its securitization
financing providers to continue its $200 million accounts
receivable securitization facility through the bankruptcy process.
At Dec. 31, 2015, the facility was backing $179 million in letters
of credit. As of March 31, 2016, the company had
$594 million in cash and short-term investments.
Obligations under the DIP term loan are guaranteed on a
super-priority senior secured basis by all existing and future
wholly-owned domestic subsidiaries of Arch, and have a first
priority lien on all assets of the company, subject to a $75
million carve-out for super-priority claims relating to the
Debtors' self-bonding obligations in Wyoming, a customary
professional fees carve-out and certain other exceptions, such as
the accounts receivable collateralizing the accounts receivable
securitization facility.
The Ba3 rating assigned to the term loan predominantly reflects the
collateral coverage, which consists primarily of inventory ($196
million book value at March 31, 2016,) and property, plant and
equipment ($3.5 billion book value at March 31, 2016). The exact
coverage on the term loan in the event of liquidation is uncertain
and would depend on market conditions at the time of liquidation of
the asset base, among other factors. Moody's estimates that
collateral coverage on the term loan would be in excess of 100%.
The rating reflects other structural features of the term loan,
including upstream guarantees from all of company's material
domestic subsidiaries and certain protections afforded by
restrictive covenants, including limitations on capital
disbursements and minimum liquidity tests.
The rating is constrained by Moody's expectation that the current
challenged operating environment, along with the existence of
multiple classes of pre-petition creditors, can render the
reorganization process lengthy and complex and make recovery more
challenging. Arch's Chapter 11 filing was precipitated by the
persistently weak thermal and metallurgical coal markets which
ultimately rendered the company's capital structure untenable.
Pre-petition, Arch carried $5 billion in debt and over $600 million
in legacy liabilities including pensions, post-retirement medical
and asset retirement obligations. In 2015 the company generated
$2.6 billion in revenues and $289 million in EBITDA, as adjusted by
Moody's. Moody's expects that the company will emerge from the
reorganization process with a reduced footprint and smaller revenue
base.
The principal methodology used in this rating was
Debtor-In-Possession Lending published in March 2009.
Arch Coal is one of the largest US coal producers which operates in
all of the major US coal basins.
ATLANTIC COAST REFINING: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Atlantic Coast Refining, Inc.
Atlantic Coast Refining, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 15-28337) on October
15, 2015. The Debtor is represented by Melissa Alagna, Esq., at
Segall Gordich PA.
BIZ AS USUAL: Wants Exclusive Plan Deadline Moved to June 15
------------------------------------------------------------
Biz as Usual, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to extend the exclusive plan filing period
and exclusive solicitation period to June 15, 2016, and July 15,
2016, respectively.
The Court previously granted an extension of time to the Debtor to
both extend the Exclusive Filing Period and Exclusive Solicitation
Period to April 3, 2016, and May 16, 2016, respectively.
While a Plan was filed as agreed on March 15, 2016, and a
Disclosure Statement on March 16, 2016, objections have been raised
by the Office of the U.S. Trustee and two creditors. All
objections seek further clarifications in one or both documents,
and amendments have been underway.
However, in the interim, the Debtor was required to defend against
a motion for relief from the automatic stay under 11 U.S.C. Section
362 filed by Dalin Funding, a certification of default
filed by Prime Funding, Inc., and, following a thorough review of
its operating reports, undertake amendments of all reports filed in
the instant bankruptcy case, from the period July 2015 through
March 2016. As a result, the amendments to the Plan and
solicitation of acceptances thereof have been unavoidably delayed,
and the Debtor therefore seeks additional time to complete this
process.
The Debtor has record title to a combined nine residential and
commercial properties with an estimated value of $2.39 million and
approximately $838,000 in combined mortgage, tax and utility
indebtedness. The Properties, depending upon vacancy status, have
the potential to generate between $18,600 and $23,550 in monthly
leasing payments. The Debtor is now generating $23,550 in monthly
leasing payments. Eight and one half of the nine units are leased.
The Debtor retains final control of the leasing of the units and
the sale of listed properties. The Debtor further
reports the sale of a dilapidated property adjoining one of the
sale properties that is presently scheduled for immediate
rehabilitation. The effort will expedite the leasing and sale of
the property of the Debtor.
The secured debt of Debtor in its initial bankruptcy filing totaled
approximately $164,171.89. Following prosecution of claims, this
amount may rise as much as $500,000, making this a small, yet
complex case, based upon the issues identified to resolving one or
more of its claims.
Biz as Usual, LLC's primary business and primary source of income
involves leasing its residential properties and commercial
space(s). It filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 15-15040) on July 15, 2015.
Sherri Dicks, Esq., at the Law Offices of Sherri R. Dicks, P.C.,
serves as the Debtor's bankruptcy counsel, and can be reached at:
Sherri Dicks, Esq.
LAW OFFICES OF SHERRI R. DICKS, P.C.
P.O. Box 42251
Philadelphia, PA 19101
Tel: (215) 735-2751
Telecopier: (215) 735-2753
BREITBURN ENERGY: Court OKs Prime Clerk as Claims & Noticing Agent
------------------------------------------------------------------
The Bankruptcy Court authorized Breitburn Energy Partners LP and
its affiliated debtors to appoint Prime Clerk LLC as their claims
and noticing agent effective as of the Petition Date.
Although the Debtors have not yet filed their Schedules and
Statements, they anticipate that there will be tens of thousands of
entities to be noticed. In an application filed with the Court,
the Debtors said that by appointing Prime Clerk 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 Bankruptcy Court will be relieved of the
administrative burden of processing what may be an overwhelming
number of claims.
In his order, Judge Stuart M. Bernstein directed Prime Clerk to
perform noticing services and to receive, maintain, record and
otherwise administer the proofs of claim filed in these cases, and
all related tasks.
Prime Clerk will serve as the custodian of court records and will
be designated as the authorized repository for all proofs of claim
filed in these cases and is authorized and directed to maintain
official Claims Registers for each of the Debtors, to provide
public access to every proof of claim unless otherwise ordered by
the Court, and to provide the Clerk with a certified duplicate
thereof upon the request of the Clerk.
Prime Clerk's claims, noticing and solicitation rates are:
Title Hourly Rate
----- -----------
Analyst $25-$45
Technology Consultant $65-$90
Consultant/Senior Consultant $90-$170
Director $175-$190
Solicitation Consultant $190
Director of Solicitation $200
Before the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $50,000.
The Debtors are authorized to compensate Prime Clerk in accordance
with the terms of the Engagement Agreement upon the receipt of
reasonably detailed invoices setting forth the services provided by
Prime Clerk and the rates charged for each, and to reimburse Prime
Clerk for all reasonable and necessary expenses it may incur, upon
the presentation of appropriate documentation, without the need for
Prime Clerk to file fee applications or otherwise seek Court
approval for the compensation of its services and reimbursement of
its expenses.
Under the terms of the Engagement Agreement, the Debtors
have agreed to indemnify, defend and hold harmless Prime Clerk and
its members, officers, employees, representatives and agents under
certain circumstances specified in the Engagement Agreement, except
in circumstances resulting solely from Prime Clerk's gross
negligence or willful misconduct or as otherwise provided in the
Engagement Agreement or order authorizing the employment and
retention of Prime Clerk.
Prime Clerk 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 engaged.
About Breitburn Energy
Breitburn Energy Partners, LP, et al., are an independent oil and
gas partnership engaged in the acquisition, exploitation and
development of oil and natural gas properties, Midstream Assets,
and a combination of ethane, propane, butane and natural gasolines
that when removed from natural gas become liquid under various
levels of higher pressure and lower temperature, in the United
States. The Debtors conduct their operations through Breitburn
Parent's wholly-owned subsidiary, Breitburn Operating LP, and
BOLP's general partner, Breitburn Operating GP LLC.
As of the Petition Date, the Debtors operate, or have working
interests in approximately 11,900 gross operating oil and gas
wells, and 7,921 net oil and gas wells. The Debtors own interests
in approximately 705,597 net acres and had estimated proved
reserves, as of Dec. 31, 2015, of 239.3 million barrels of oil
equivalent of which approximately 54% was oil, 8% was NGLs, and 38%
was natural gas. The Debtors maintain operational control over
approximately 91% of their proved reserves. The Debtors'
production in 2015 was 20.8 million barrels of oil equivalent, of
which approximately 56% was oil, 9% was NGLs and 35% was natural
gas.
Breitburn Energy Partners LP 21 of its affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code in the
U.S. Bankruptcy Court for the Southern District of New York on May
15, 2016, listing assets of $4.71 billion and liabilities of $3.41
billion.
The Debtors have engaged Weil Gotshal & Manges LLP as counsel,
Alvarez & Marsal North America, LLC as financial advisor, Lazard
Freres & Co. LLC as investment banker, and Prime Clerk LLC as
claims and noticing agent.
The cases are pending before the Honorable Stuart M. Bernstein and
are jointly administered under Case No. 16-11390.
BREITBURN ENERGY: Moody's Lowers PDR to D-PD on Bankr. Filing
-------------------------------------------------------------
Moody's Investors Service downgraded Breitburn Energy Partners LP's
Probability of Default Rating to D-PD from Caa2-PD, following the
company's announcement that it has filed voluntary petitions for
relief under chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New
York. Concurrently, Moody's downgraded Breitburn's Corporate
Family Rating (CFR) to Ca from Caa2 and its senior unsecured notes
rating to C from Caa3. The outlook remains negative.
Issuer: Breitburn Energy Partners LP
Downgrades:
Probability of Default Rating, Downgraded to D-PD from Caa2-PD
Corporate Family Rating, Downgraded to Ca from Caa2
Senior Unsecured Regular Bond/Debentures, Downgraded to C
(LGD 5) from Caa3 (LGD 5)
RATINGS RATIONALE
The downgrade of Breitburn's PDR to D-PD is a result of the
bankruptcy filing. The downgrade of Breitburn's other ratings
reflect Moody's view of the potential overall recoveries.
Shortly following this rating action, Moody's will withdraw all
ratings for the company consistent with Moody's practice for
companies operating under the purview of the bankruptcy courts
wherein information flow typically becomes much more limited.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
Breitburn Energy Partners LP, headquartered in Los Angeles,
California, is a publicly traded independent oil and gas master
limited partnership focused on the acquisition, development and
production of oil and gas properties throughout the United States.
BREITBURN ENERGY: Seeks 30-Day Extension to File Schedules
----------------------------------------------------------
Breitburn Energy Partners LP, et al., asked the U.S. Bankruptcy
Court for the Southern District of New York to:
(i) extend the time by which they must file their schedules
of assets and liabilities, schedules of current income and
current expenditures, schedules of executory contracts and
unexpired leases, and statements of financial affairs by
30 days, for a total of 44 days from the Petition Date;
(ii) grant them additional time to file their initial reports of
financial information with respect to entities in which
their Chapter 11 estates hold a controlling or
substantial interest, as set forth in Bankruptcy Rule
2015.3 or to file a motion with the Court seeking a
modification of such reporting requirements for cause, in
either case by 30 days after the meeting of creditors to be
held pursuant to Section 341 of the Bankruptcy Code;
(iii) authorize them to file required monthly operating reports
by consolidating the information required from each Debtor
by the Operating Guidelines and Reporting Requirements for
Debtors in Possession and Trustees issued by the Executive
Office of United States Trustees;
(iv) waive the requirement to (i) file a list of equity security
holders within 14 days of the Petition Date, and (ii) give
notice of the commencement of these Chapter 11 cases and
the 341 Meeting to equity security holders;
(v) waive the requirement to file a list of creditors; and
(vi) establish procedures for providing creditors with the
Notice of Commencement.
The Debtors said that although they have commenced the task of
gathering the necessary information that will enable them to
prepare and finalize what will be voluminous Reporting Information,
they anticipate they will require at least 30 additional days to
complete the task.
The Debtors estimate that they have over 50,000 creditors on a
combined basis. They also have numerous equity security holders.
The Debtors are organized under a "master limited partnership"
structure, whereby Debtor BBEP offers limited partner interests to
the public called "common units". As of May 6, 2016, BBEP
estimates that it has over 213 million Common Units outstanding.
"To prepare the Reporting Information, the Debtors must compile
information from books, records, and other documents relating to,
among other things, purchase agreements, letters of intent, release
requests, purchase orders, capital and leveraged leases, employee
wages and benefits, and vendor and supplier agreements located at
various locations. Collecting the Reporting Information requires
an enormous expenditure of time and effort on the part of the
Debtors and their employees," said Ray C. Schrock, P.C, at Weil,
Gotshal & Manges LLP, one of the Debtors' attorneys.
"Although the Debtors, with the assistance of their professional
advisors, are mobilizing their employees to work diligently and
expeditiously on preparing the Reporting Information, resources are
strained. Given the amount of work entailed in compiling the
Reporting Information, and the competing demands on the Debtors'
employees and professionals to support the restructuring efforts,
as well as assist in efforts to stabilize business operations
during the initial postpetition period, the Debtors likely will not
be able to properly and accurately complete the Reporting
Information within the required fourteen (14) day time period."
In addition to mailing the Notice of Commencement to the Debtors'
creditors, the Debtors propose to publish, as soon as practicable,
the Notice of Commencement (i) once in the national editions of
each of The Wall Street Journal and The New York Times, and (ii) on
the website to be established by the Claims and Noticing Agent and
the website of the Debtors. The Debtors said publication of the
Notice of Commencement is the most practical method by which to
notify those creditors who do not receive the Notice of
Commencement by mail and other parties-in-interest of the
commencement of these Chapter 11 cases.
About Breitburn Energy
Breitburn Energy Partners, LP, et al., are an independent oil and
gas partnership engaged in the acquisition, exploitation and
development of oil and natural gas properties, Midstream Assets,
and a combination of ethane, propane, butane and natural gasolines
that when removed from natural gas become liquid under various
levels of higher pressure and lower temperature, in the United
States. The Debtors conduct their operations through Breitburn
Parent's wholly-owned subsidiary, Breitburn Operating LP, and
BOLP's general partner, Breitburn Operating GP LLC.
As of the Petition Date, the Debtors operate, or have working
interests in approximately 11,900 gross operating oil and gas
wells, and 7,921 net oil and gas wells. The Debtors own interests
in approximately 705,597 net acres and had estimated proved
reserves, as of Dec. 31, 2015, of 239.3 million barrels of oil
equivalent of which approximately 54% was oil, 8% was NGLs, and 38%
was natural gas. The Debtors maintain operational control over
approximately 91% of their proved reserves. The Debtors'
production in 2015 was 20.8 million barrels of oil equivalent, of
which approximately 56% was oil, 9% was NGLs and 35% was natural
gas.
Breitburn Energy Partners LP 21 of its affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code in the
U.S. Bankruptcy Court for the Southern District of New York on May
15, 2016, listing assets of $4.71 billion and liabilities of $3.41
billion.
The Debtors have engaged Weil Gotshal & Manges LLP as counsel,
Alvarez & Marsal North America, LLC as financial advisor,
Lazard Freres & Co. LLC as investment banker, and Prime Clerk LLC
as claims and noticing agent.
The cases are pending before the Honorable Stuart M. Bernstein and
are jointly administered under Case No. 16-11390.
BUFFETS LLC: Creditors' Panel Hires FTI Consulting as Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Buffets, LLC, et
al., seeks authorization from the U.S. Bankruptcy Court for the
Western District of Texas to retain FTI Consulting, Inc. as
financial advisor to the Committee, nunc pro tunc to March 30,
2016.
The Committee requires FTI Consulting to provide:
(a) assistance in the review of financial related disclosures
required by the Court, including the Schedules of Assets
and Liabilities, the Statement of Financial Affairs and
Monthly Operating Reports;
(b) assistance in the preparation of analyses required to
assess any proposed Debtor-In-Possession financing or use
of cash collateral;
(c) assistance with the assessment and monitoring of the
Debtors' short term cash flow, liquidity, and operating
results;
(d) assistance with the review of the Debtors' cost/benefit
analysis with respect to the affirmation or rejection of
various executory contracts and leases;
(e) assistance with the review of the Debtors' identification
of potential cost savings, including overhead and operating
expense reductions and efficiency improvements;
(f) assistance in the review and monitoring of the asset sale
process, including, but not limited to an assessment of the
adequacy of the marketing process, completeness of any
buyer lists, review and quantifications of any bids;
(g) assistance with review of any tax issues associated with,
but not limited to, preservation of net operating losses,
refunds due to the Debtors, plans of reorganization, and
asset sales;
(h) assistance in the review of the claims reconciliation and
estimation process;
(i) assistance in the review of other financial information
prepared by the Debtors, including, but not limited to,
cash flow projections and budgets, business plans, cash
receipts and disbursement analysis, asset and liability
analysis, and the economic analysis of proposed
transactions for which Court approval is sought;
(j) attendance at meetings and assistance in discussions with
the Debtors, potential investors, banks, other secured
lenders, the Committee and any other official committees
organized in these chapter 11 proceedings, the U.S.
Trustee, other parties in interest and professionals hired
by the same, as requested;
(k) assistance in the review and/or preparation of information
and analysis necessary for the confirmation of a plan and
related disclosure statement in these chapter 11
proceedings;
(l) assistance in the evaluation and analysis of avoidance
actions, including fraudulent conveyances and preferential
transfers;
(m) assistance in the prosecution of Committee
responses/objections to the Debtors' motions, including
attendance at depositions and provision of expert
reports/testimony on case issues as required by the
Committee; and
(n) render such other general business consulting or such other
assistance as the Committee or its counsel may deem
necessary that are consistent with the role of a financial
advisor and not duplicative of services provided by other
professionals in this proceeding.
FTI Consulting will be paid at these hourly rates:
Senior Managing
Directors $825-$995
Directors/Senior Directors/
Managing Directors $615-$815
Consultants/Senior
Consultants $325-$595
Administrative/
Paraprofessionals/Associates $130-$260
FTI Consulting will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Steven Simms, senior managing director with FTI Consulting, 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.
FTI Consulting can be reached at:
Steven D. Simms
FTI Consulting, Inc.
Three Times Square, 9th Floor
New York, NY, 10036
Tel: (212) 247-1010
Fax: (212) 841-9350
E-mail: steven.simms@fticonsulting.com
About Buffets LLC
Buffets LLC, et al., are one of the largest operators of
buffet-style restaurants in the U.S. The buffet restaurants,
located in 25 states, principally operate under the names Old
Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R)
and Fire Mountain(R). These locations primarily offer self-service
buffets with entrees, sides, and desserts for an all-inclusive
price. In addition, Buffets owns and operates an 10-unit full
service, casual dining chain under the name Tahoe Joe's Famous
Steakhouse(R).
Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008
and won confirmation of a reorganization plan in April 2009. In
January 2012, Buffets again sought Chapter 11 protection and
emerged from bankruptcy in July 2012.
In Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants
Holdings, Inc., and as a result of the merger, Buffets operated
over 300 restaurants in 35 states.
Down to 150 restaurants in 25 states after closing unprofitable
locations, Buffets LLC and its affiliated entities sought Chapter
11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in
San Antonio, Texas, on March 7, 2016. The cases are assigned to
Judge Ronald B. King.
The Debtors have tapped Akerman, LLP as counsel, Bridgepoint
Consulting, LLC as financial advisor and Donlin, Recano & Company
as claims and noticing agent.
BUFFETS LLC: Hires Auction Nation as Auctioneer
-----------------------------------------------
Buffets, LLC, et al., seek authorization from the U.S. Bankruptcy
Court for the Western District of Texas to employ Auction Nation,
LLC to conduct auctions and sell certain property located on
premises leased by the Debtors if and when the Debtors make a
determination to close any restaurant and/or reject the land or
building lease associated therewith.
In order for the Debtors' estates to realize any profit from the
sale of the furniture, fixtures and equipment (the "FF&E"), the
Debtors request that the Auctioneer be permitted to conduct its
auctions as soon as the Debtors make such a determination as
opposed to waiting until the Court rules on any motion to reject an
associated lease. Otherwise, assuming such motion is granted, rent
may continue to accrue at the related premises, and any benefit to
the estates from the sales of the FF&E will be substantially
diminished, if not completely negated, by the accruing
administrative expenses.
The Dallas County, City of El Paso, Ellis County, Galveston County,
Gregg County, Montgomery County, Smith County and Tarrant County
("Local Texas Tax Authorities") supported the Debtors' application
to employ Auction Nation.
About Buffets LLC
Buffets LLC, et al., are one of the largest operators of
buffet-style restaurants in the U.S. The buffet restaurants,
located in 25 states, principally operate under the names Old
Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R)
and Fire Mountain(R). These locations primarily offer self-service
buffets with entrees, sides, and desserts for an all-inclusive
price. In addition, Buffets owns and operates an 10-unit full
service, casual dining chain under the name Tahoe Joe's Famous
Steakhouse(R).
Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008
and won confirmation of a reorganization plan in April 2009. In
January 2012, Buffets again sought Chapter 11 protection and
emerged from bankruptcy in July 2012.
In Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants
Holdings, Inc., and as a result of the merger, Buffets operated
over 300 restaurants in 35 states.
Down to 150 restaurants in 25 states after closing unprofitable
locations, Buffets LLC and its affiliated entities sought Chapter
11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in
San Antonio, Texas, on March 7, 2016. The cases are assigned to
Judge Ronald B. King.
The Debtors have tapped Akerman, LLP as counsel, Bridgepoint
Consulting, LLC as financial advisor and Donlin, Recano & Company
as claims and noticing agent.
CAESARS ENTERTAINMENT: Bank Debt Trades at 5% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc is a borrower traded in the secondary market at
94.63 cents-on-the-dollar during the week ended Friday, May 6,
2016, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 0.31 percentage points
from the previous week. Caesars Entertainment pays 600 basis
points above LIBOR to borrow under the $2.5 billion facility. The
bank loan matures on Sept. 24, 2020 and carries Moody's B3 rating
and Standard & Poor's CCC+ 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 May 6.
CAYOT REALTY: Case Summary & 6 Unsecured Creditors
--------------------------------------------------
Debtor: Cayot Realty, Inc.
333 Route 202
Pomona, NY 10970
Case No.: 16-22664
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: May 16, 2016
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Judge: Hon. Robert D. Drain
Debtor's Counsel: Rosemarie E. Matera, Esq.
KURTZMAN MATERA, PC
664 Chestnut Ridge Road
Spring Valley, NY 10977
Tel: (845) 352-8800
Fax: (845) 352-8865
E-mail: law@kmpclaw.com
Total Assets: $3.02 million
Total Liabilities: $2.15 million
The petition was signed by Charles L. Cayot III, president.
A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb16-22664.pdf
CDR STRAINERS: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of CDR Strainers & Filters, Inc.
CDR Strainers & Filters, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-31997) on
April 18, 2016. The Debtor is represented by Susan Tran, Esq., at
Corral Tran Singh LLP.
CENVEO INC: Moody's Lowers PDR to Caa3-PD, Outlook Negative
-----------------------------------------------------------
Moody's Investors Service downgraded Cenveo Inc.'s probability of
default rating to Caa3-PD from Caa2-PD and, as part of the same
rating action, affirmed Cenveo's Caa2 corporate family rating,
together with debt instrument ratings at Cenveo Corporation, a
wholly-owned subsidiary whose debts are guaranteed by Cenveo as
follows: senior secured first lien notes, affirmed at Caa1; senior
secured second lien notes, affirmed Caa3; senior unsecured notes,
affirmed at Caa3. Cenveo's speculative grade liquidity rating was
also affirmed, at SGL-4 (weak liquidity) and the rating outlook was
maintained at negative.
The PDR downgrade results from Cenveo's 11 May 2016 announcement of
a debt exchange offer at a significant discount to the face value
of the existing notes. If the transaction closes as currently
contemplated, it will constitute a distressed exchange, which is an
event of default under Moody's definition of default and, at
closing, Moody's would append the /LD limited default indicator to
Cenveo's PDR. This will remain for one business day and ratings
will be reassessed at that time.
These summarizes Moody's ratings and rating actions for Cenveo:
Actions for Cenveo Inc.
Corporate Family Rating, affirmed at Caa2
Probability of Default Rating, Downgraded to Caa3-PD from Caa2-
PD
Speculative Grade Liquidity Rating, Affirmed at SGL-4
Outlook, Maintained at Negative
Actions for Cenveo Corporation
Senior Secured First Lien Notes, affirmed at Caa1 (LGD3)
Senior Secured Second Lien Notes, affirmed at Caa3 (LGD4)
Senior Unsecured Notes, affirmed at Caa3 (LGD5)
RATINGS RATIONALE
Cenveo's Caa2 CFR reflects Moody's opinion that the company's debt
structure is not sustainable, a matter stemming from ongoing
revenue and EBITDA declines which, given the company's aggressive
debt load, are expected to cause leverage of Debt/EBITDA to be
about 8x during 2016/2017. Cenveo is in the latter stages of a
protracted business restructuring that has seen operations
transitioned into envelope converting, significantly reducing
exposure to commercial printing. However, while the operational
repositioning is credit positive, EBITDA has been steadily
declining, something that Moody's expects will continue, and Cenveo
has not restructured its debts to align with its operational
restructuring. With aggressive leverage, and with debts in the
junior-most of four strata due in May 2017, Moody's believes that
they are not refinance-able at par.
If 100% of the 11.5% Notes are tendered, near-term financing risk
would be addressed and the CFR could be upgraded although, since
Cenveo's leverage would remain elevated at about 8.0x, Moody's is
not likely to upgrade the rating above Caa1. Moreover, if less
than 100% of the 11.5% Notes are tendered, the CFR could be left at
its current level because near term refinance risks would remain.
Should the CFR be upgraded, the secured first lien notes and
secured second lien notes would likely continue to be one notch
above and below the CFR respectively, with unsecured notes two
notches below the CFR.
Pending the outcome of the tender offers, Cenveo's speculative
grade liquidity rating continues to be SGL-4, indicating weak
liquidity. Should the transaction close as currently contemplated,
with near term refinance risks addressed, Cenveo's speculative
grade liquidity rating could be upgraded. Absent refinance issues,
Moody's expects Cenveo to generate close to $50 million of free
cash flow, and the company has a $240 million ABL facility with
about $140 million of unused capacity. As part of the overall
transaction, the ABL facility will also be refinanced, although
unused capacity is to remain unchanged. Cenveo also lacks
financial flexibility from potential asset sales as Moody's does
not expect there to be non-core assets to be sold or buyers for
assets.
Rating Outlook
The negative outlook reflects execution risk as Cenveo restructures
its debts and transitions its business into envelope converting to
significantly reduce its exposure to commercial printing.
What Could Change the Rating - Up
Expectations of cash flow self-sustainability and an absence of
refinance risks
Together with
--- Solid liquidity
--- Clarity on business asset portfolio planning
What Could Change the Rating -- Down
Weakened liquidity
Heightened execution risks
Deteriorating business conditions
The principal methodology used in these ratings was Global
Publishing Industry published in December 2011.
Cenveo Inc. is a publicly-traded holding company, headquartered in
Stamford Connecticut. Cenveo owns Cenveo Corporation (Corp), which
has about $1.7 billion of revenue from envelope converting (52%),
commercial printing (29%) and label/packaging (19%).
While all debt instruments are issued by Corp, Cenveo guarantees
all of Corp's debt and financial statements are issued only by
Cenveo. Moody's maintains corporate-level ratings and the
associated outlook at Cenveo.
CHC GROUP: U.S. Trustee Corrects Committee Appointment Notice
-------------------------------------------------------------
The Office of the U.S. Trustee on May 16 filed an amended notice of
appointment of CHC Group Ltd.'s official committee of unsecured
creditors.
The Justice Department's bankruptcy watchdog announced that it
appointed these creditors to serve on the committee:
(1) Global Helicopters Pilots Association
c/o Luke Yosca, VP
2065 Winners Circle
Cantonment, FL 32533
lukeyosca@ghpa.ca
(2) Airbus Helicopters (SAS)
c/o Kevin Cabaniss
Airbus Helicopters, Inc.
2701 Forum Drive
Grand Prairie, TX 75052
972-641-3550
kevin.cabaniss@airbus.com
(3) The Milestone Aviation Group Limited
c/o Kelli Walsh
GE Capital Aviation Services
901 Main Avenue
Norwalk, CT 06851
203-842-5223
kelli.walsh@gecas.com
(4) Law Debenture Trust Company
c/o Frank Godino
400 Madison Avenue, Ste. 4D
New York, NY 10017
646-747-1251
212-750-1361 – fax
frank.godino@lawdeb.com
(5) Sikorsky Commercial, Inc.
c/o Brian Pelan
6 Corporate Drive
Shelton, CT 06484
203-402-0252
brian.pelan@sikorsky.com
The U.S. trustee amended the notice to correct a typographical
error in the name of the contact person for Airbus Helicopters
(SAS).
About CHC Group
Headquartered in Irving, Texas, CHC is a global commercial
helicopter services company primarily servicing the offshore oil
and gas industry. CHC maintains bases on six continents with major
operations in the North Sea, Brazil, Australia, and several
locations across Africa, Eastern Europe, and South East Asia. CHC
maintains a fleet of 230 medium and heavy helicopters, 67 of which
are owned by it and the remainder are leased from various
third-party lessors.
CHC Group Ltd. and 42 of its wholly-owned subsidiaries each filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the Northern District of
Texas on May 5, 2016.
As of Jan. 31, 2016, CHG had $2.16 billion in total assets and
$2.19 billion in total liabilities.
The Debtors have hired Weil, Gotshal & Manges LLP as counsel,
Debevoise & Plimpton LLP as special aircraft counsel, PJT Partners
LP as investment banker, Seabury Corporate Advisors LLC as
financial advisor, CDG Group, LLC as restructuring advisor, and
Kurtzman Carson Consultants LLC as claims and noticing agent.
The cases are pending joint administration under Case No. 16-31854
before the Honorable Judge Jernigan.
CHICORA LIFE: Case Summary & 13 Unsecured Creditors
---------------------------------------------------
Debtor: Chicora Life Center, LC
476 W. Heritage Park Boulevard
Suite 200
Layton, UT 84041
Case No.: 16-02447
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: May 16, 2016
Court: United States Bankruptcy Court
District of South Carolina (Charleston)
Debtor's Counsel: G. William McCarthy, Jr., Esq.
MCCARTHY LAW FIRM, LLC
1517 Laurel Street (29201)
PO Box 11332
Columbia, SC 29211-1332
Tel: (803) 771-8836
Fax: 803-753-6960
E-mail: bmccarthy@mccarthy-lawfirm.com
Total Assets: $48.30 million
Total Debts: $22.09 million
The petition was signed by Jeremy K. Blackburn, property manager.
List of Debtor's 13 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
SCE&G Unpaid Power $73,301
Bills/Gas
Otis Elevator Service Repairs & Service $40,480
contract
US Hammerhead Construction Unpaid construction $22,130
bills/water pumping
Capital Premium Financing Insurance Premium $11,555
Gravina Unpaid PR Firm Bills $4,000
Charleston Water System Unpaid Water Bill $3,898
Ambassador Unpaid window cleaning $2,040
bill
AT&T Services $1,818
Travelers Unpaid Insurance $1,686
premium
Simplex-Grinnell Unpaid bill for $1,207
services
Sailboat. Peace. LLC $1,000
North Charleston $345
Federal Express Unpaid account $153
bill
CHINACODE INC: Case Summary & 5 Unsecured Creditors
---------------------------------------------------
Debtor: Chinacode, Inc.
3282 Via Real
Carpinteria, CA 93013
Case No.: 16-10922
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: May 16, 2016
Court: United States Bankruptcy Court
Central District of California (Santa Barbara)
Judge: Hon. Peter Carroll
Debtor's Counsel: Peter Susi, Esq.
HOLLISTER & BRACE, A PROFESSIONAL CORP
1126 Santa Barbara Street
Santa Barbara, CA 93101
Tel: 805-963-6711
Fax: 805-965-0329
E-mail: psusi@hbsb.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Zhongwei ("Cole") Wang, president.
A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb16-10922.pdf
COMSTOCK MINING: Chief Financial Officer Resigns
------------------------------------------------
Comstock Mining Inc. accepted the resignation of Judd Merrill, the
chief financial officer of the Company, effective May 11, 2016.
In conjunction with the Company's efforts to reduce general and
administrative expenses, Corrado De Gasperis, the previous
principal financial officer, will assume Mr. Merrill's
responsibilities.
Aneta Kuznicka-Berge, the Company's chief accountant, continues in
her current role. In addition, Mr. De Gasperis proposed to the
Board of Directors of the Company, and the Board approved, the
implementation of a reduction of approximately 20% of the base
salary and/or other compensation of Mr. De Gasperis, other members
of management and other key employees. Those reductions are
intended to take effect immediately, according to a regulatory
filing with the Securities and Exchange Commission.
About Comstock Mining
Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district. The Company began acquiring
properties in the Comstock District in 2003. Since then, the
Company has consolidated a substantial portion of the Comstock
district, secured permits, built an infrastructure and brought the
exploration project into test mining production. The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining. The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.
Comstock Mining reported a net loss available to common
shareholders of $15.9 million on $18.5 million of total revenues
for the year ended Dec. 31, 2015, compared to a net loss available
to common shareholders of $13.3 million on $25.6 million of total
revenues for the year ended Dec. 31, 2014.
As of March 31, 2016, Comstock Mining had $42.63 million in total
assets, $22.8 million in total liabilities and $19.9 million in
total stockholders' equity.
COMSTOCK MINING: Stockholders Elect 5 Directors
-----------------------------------------------
Comstock Mining Inc. held its annual meeting of stockholders
on May 10, 2016, at which the stockholders:
(1) elected Corrado De Gasperis, Daniel W. Kappes, Robert C.
Kopple, William J. Nance and Robert A. Reseigh as
directors;
(2) ratified the appointment of Deloitte & Touche LLP as the
Company's independent registered public accounting firm
for the fiscal year ending Dec. 31, 2016; and
(3) approved, on a non-binding advisory basis, the
compensation of the Company's named executive officers.
About Comstock Mining
Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district. The Company began acquiring
properties in the Comstock District in 2003. Since then, the
Company has consolidated a substantial portion of the Comstock
district, secured permits, built an infrastructure and brought the
exploration project into test mining production. The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining. The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.
Comstock Mining reported a net loss available to common
shareholders of $15.9 million on $18.5 million of total revenues
for the year ended Dec. 31, 2015, compared to a net loss available
to common shareholders of $13.3 million on $25.6 million of total
revenues for the year ended Dec. 31, 2014.
As of March 31, 2016, Comstock Mining had $42.63 million in total
assets, $22.8 million in total liabilities and $19.9 million in
total stockholders' equity.
CONSTELLATION ENTERPRISES: Case Summary & 30 Top Unsec. Creditors
-----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Constellation Enterprises LLC 16-11213
50 Tice Boulevard, Suite 340
Woodcliff Lakes, NJ 07677
Columbus Holdings, Inc. 16-11214
Columbus Steel Castings Company 16-11215
Eclipse Manufacturing Co. 16-11219
JFC Holding Corporation 16-11221
Metal Technology Solutions, Inc. 16-11218
Steel Forming, Inc. 16-11220
The Jorgensen Forge Corporation 16-11222
Zero Corporation 16-11216
Zero Manufacturing, Inc. 16-11217
Type of Business: The Debtors comprise holding companies and
operating companies that operate four separate
businesses that principally operate as
manufacturers of metal-based products, including
metal-stamped products, steel castings, and
custom-forged metal products.
Chapter 11 Petition Date: May 16, 2016
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Debtor's
Bankruptcy
Counsel: Adam C. Rogoff, Esq.
Joseph A. Shifer, Esq.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
177 Avenue of the Americas
New York, New York 10036
Tel: (212) 715-9100
Fax: (212) 715-8000
E-mail: arogoff@kramerlevin.com
jshifer@kramerlevin.com
Debtors'
Co-Counsel: Daniel J. DeFranceschi, Esq.
Zachary I. Shapiro, Esq.
Rachel L. Biblo, Esq.
Joseph C. Barsalona II, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
E-mail: defranceschi@rlf.com
shapiro@rlf.com
biblo@rlf.com
barsalona@rlf.com
Debtors'
Financial
Advisor: IMPERIAL CAPITAL, LLC
Debtors'
Crisis Management
& Restructuring
Services Provider: CONWAY MACKENZIE MANAGEMENT SERVICES LLC
Debtors'
Claims and
Noticing
Agent: EPIQ BANKRUPTCY SOLUTIONS, LLC
Estimated Assets: $1 million to $10 million
Estimated Debts: $100 million to $500 million
The petitions were signed by William Lowry, chief financial
officer.
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Internal Revenue Service Taxes $3,510,000
P.O. Box 1237
Charlotte, NC 28201-1237
Contact: Barbara Houck
Tel: 330-480-5739
Fax: 330-746-1028
U.S. Bank Unsecured Debt $2,699,561
US Bancorp Center
800 Nicollet Mall
Minneapolis, MN 55402
Contact: Ziad Amra
Tel: 612-303-4517
Fax: 612-303-4660
E-mail: ziad.amra@usbank.com
Electralloy Trade Vendor $2,620,213
G O Carlson Inc./Electralloy
75 Remittance Drive Suite 6433
Chicago, IL 60675-6433
Contact: Joe Paparone
Tel: 814-678-4141
Fax: 814-678-4172
E-mail: jpaparone@gocarlson.com
PSC Metals Inc. Trade Vendor $1,155,010
5875 Landerbrook Drive, Suite 200
Mayfield Heights, OH 44124
Contact: Robert Brewer
CEO
Tel: 440-753-5400
Fax: 440-753-5428
Samuel, Son & Co Inc. Trade Vendor $870,986
Engineered Metals Group
2360 Dixie Road
Missisagua, ON L4Y 1Z7 Canada
Contact: Gary Fisher
Tel: 905-279-5110
Fax: 905-279-9658
E-mail: gfisher@samuel.com
EAC Corporation Trade Vendor $780,596
907 SE Monterey Commons Blvd.
Ste 300
Stuart, FL 34996
Contact: Lise Da Biero
Tel: 800-910-2550
Fax: 772-220-6961
E-mail: lise@eac-corp.com
Fifth Third Bank Unsecured Debt $687,467
5050 Kingsley Drive
MB: 1MOC1N
P.O. Box 740523
Cincinnati, OH 45263
Contact: Sylvia Cruz
Tel: 317-383-2336
Fax: 513-744-8208
E-mail: Sylvia.Cruz@53.com
Loweinstein Sandler LLP Legal $666,269
65 Livingston Avenue
Roseland, NJ 07068
Contact: Gail Bickar
Tel: 973-597-2500
Fax: 973-597-2500
E-mail: receivables@loweinstein.com
SteelSummit Trade Vendor $657,228
1718 JP Hennessy Drive
Lavergne, TN 37086
Contact: Eddie Luz
Tel: 615-641-8608
Fax: 615-641-3399
E-mail: eddiel@steelsummit.com
MetalTek International Trade Vendor $650,520
Wisconsin Centrigufal Div
P.O. Box 689368
Chicago, IL 60695-9368
Contact: Tom Carpentier
Tel: 800-722-7277
Fax: 423-622-2227
E-mail: Tom.Carpentier@Metaltek.com
Marten Law Legal $481,974
1191 Second Avenue
Suite 2200
Seattle, WA 98101
Contact: Brad Marten
Tel: 206-292-2600
Fax: 206-292-2601
Emai: bmarten@martenlaw.com
Praxair Distribution Inc. Trade Vendor $455,383
39 Ridgbury Road
Danbury, CT 06810
Contact: Jennifer Sandquist
Tel: 800-266-4369
Fax: 800-772-9985
E-mail: Jennifer_Sandquist@Praxair.com
Medova Healthcare Financial Group Healthcare $443,581
345 N. Riverview, Suite 600
Wichita, KS 67203
Tel: 316-633-6821
Fax: 316-616-6160
Allen Refractories Company Trade Vendor $435,917
131 Shackelford Rd.
Pataskala, OH 43062-9198
Contact: Pat Casey
Tel: 740-927-8000
Fax: 740-927-9404
E-mail: patrick.casey@allenrefractories.com
Porter Wright Morris & Arthur LLP Legal $429,648
41 S High Street
Suites 2800-3200
Columbus, OH 43215-6194
Contact: Emily Pyles
Tel: 614-227-1936
Fax: 614-227-2100
E-mail: clientpayments@porterwright.com
Mitchell - McKinney Supply Co. Trade Vendor $396,081
610 Greenlawn Ave.
Columbus, OH 43223-2615
Tel: 614-444-6732
Fax: 614-444-6850
E-mail: sales@michellmckinney.com
American Alloy Steel, Inc. Trade Vendor $363,755
6230 North Houston Rosslyn Road
Houston, TX 77091
Contact: Al Acock
Tel: 800-231-3502
Fax: 713-462-0527
E-mail: alajr@aasteel.com
King County Treasurer Taxes $353,848
500 4th Avenue RM 600
Seattle, WA 98104-2340
Tel: 206-263-2890
Fax: 206-263-2649
E-mail: DOFweb.finance@kingcounty.gov
Anchor QEA Environmental $343,788
720 Olive Way
Suite 1900
Seattle, WA 98101
Contact: Tom Schadt
Tel: 206-287-9130
Fax: 206-287-9131
E-mail: info@anchroqea.com
Mumtown Products Trade Vendor $341,447
44708 Columbiana-Waterford Rd.
P.O. Box 367
Columbiana, OH 44408
Contact: Phil Steiner
Tel: 330-482-5555 x148
Fax: 330-482-9307
E-mail: phil@humtown.com
Standard Car Truck Trade Vendor $335,521
865 Busse Highway
Park Ridge, IL 60608
Tel: 847-692-6050
Fax: 847-692-6229
Keener Sand & Clay Company Trade Vendor $313,105
330 Dering Ave.
Columbus, OH 43207
Contact: Carl WEiffenbach, Owner
Tel: 614-444-1105
Fax: 614-444-1195
Dubois Chemicals, Inc. Trade Vendor $311,622
3630
East Kemper Road
Sharonville, OH 45241-2011
Tel: 800-438-2647
Fax: 800-543-1720
E-mail: cs@duboischemicals.com
Champion Energy Services, LLC Utilities $310,478
#774723
4723 Solutions Center
Chicago, IL 60677-4077
Tel: 888-653-0087
Fax: 281-5080
E-mail: customercaremanager@championenergy
services.com
Cintas Corp. (Location 304) Trade Vendor $309,047
6800 Cintas Blvd
P.O. Box 625737
Cincinnati, OH 45262-5737
Contact: Tammy McCafferty
Tel: 614-878-7313
Fax: 513-573-4030
E-mail: mccaffertyt@cintas.com
Ryerson Trade Vendor $289,861
P.O. Box 655960
4606 Singleton Blvd
Dallas, TX 75265-5960
Contact: Araceli Fierro
Tel: 800-637-4710
E-mail: araceli.fierro@ryerson.com
Orrick Legal $284,288
The Orrick Building
405 Howard Street
San Francisco, CA 94105-2669
Contact: David Elkind
Tel: 304-231-2704
Fax: 415-773-5759
Fastenal Company Trade Vendor $278,821
2001 Theurer Blvd
Winona, MN 55987
Contact: Steve Leal
Tel: 425-501-6194
Fax: 507-453-4058
E-mail: sleal@fastenal.com
Bearing Distributors Inc. BDI Trade Vendor $242,935
8000 HUB Parkway
Cleveland, OH 44125
Contact: John Ruth
President
Tel: 216-642-9100
Fax: 216-642-9573
E-mail: salessupport@bdi-usa.com
Massmutual FBO Pension Plan Pension $154,761
Employees of Metal Technologies
Solutions SA 127632
1295 State Street
Springfield, MA 01111
Contact: Shannon Elmlinger
Tel: 800-309-3539
Fax: 816-701-8004
E-mail: selmlinger@massmutual.com
CONSTELLATION ENTERPRISES: Files for Ch. 11 for Quick Restructuring
-------------------------------------------------------------------
Constellation Enterprises LLC, the parent holding company of four
industrial subsidiaries -- Commercial Metal Forming ("Commercial"),
Jorgensen Forge Corporation ("Jorgensen"), Columbus Castings
("Columbus"), and Zero Manufacturing ("Zero") (collectively, the
"Subsidiaries") -- on May 17 disclosed that it has filed voluntary
petitions for Chapter 11 of the U.S. Bankruptcy Code in order to
restructure its debt obligations. The Subsidiaries, which are
guarantors and borrowers of the debt held by Constellation, are
included in the filing and will continue to operate uninterrupted,
with the exception of Columbus Castings which will temporarily halt
production during this process as it pursues a sale of the
business.
The Group has suffered from significant operational issues at
Columbus as well as the effects of weakness in the Oil & Gas and
Industrial Manufacturing sectors across the Subsidiaries. These
issues stressed the Group's liquidity and challenged a balance
sheet already burdened with high leverage.
This proceeding will enable Constellation to implement a financial
restructuring that will bring its debt in line with current market
conditions. During this period, Commercial, Jorgensen and Zero
will continue to operate, uninterrupted, with no change in
employment, in the normal ordinary course. Customers can expect to
receive products and services as before, and vendors and suppliers
will be paid for products and services received post the filing
date in the ordinary course.
"The pursuit of this process is a positive step that is in the best
interests of Constellation and its Subsidiaries, employees,
customers, suppliers and other constituents," said Donald
MacKenzie, Constellation Enterprises' Chief Restructuring Officer.
"The businesses will emerge with a healthier balance sheet and be
in a stronger position to meet the needs of their customers."
William Lowry, Chief Financial Officer of Constellation, added: "We
greatly value the ongoing loyalty and support of our employees.
Their dedication and hard work are vital to the future of the
Constellation. I would also like to acknowledge the importance of
the continuing support of our customers, suppliers and business
partners during this process."
Constellation expects to move through this restructuring process
very quickly. To provide liquidity for Commercial, Jorgensen, and
Zero to operate as normal during this time, a group including the
holders ("Noteholders") of Constellation's Senior Secured Notes
have committed to providing Debtor-in-Possession financing to the
Group. In addition, the Noteholders have also provided a bid to
purchase substantially all of the assets of Commercial, Jorgensen,
and Zero under Section 363 of the U.S. Bankruptcy Code. This
acquisition will allow these businesses to emerge from this process
with substantially less debt and position them for long-term
success. Constellation has also received a letter of intent from
an interested party for the acquisition of the assets of Columbus
Castings under Section 363 of the U.S. Bankruptcy Code.
The Noteholders' proposal would be subject to certain conditions,
including execution and delivery of a mutually satisfactory
definitive asset purchase agreement as well as bankruptcy court
approval. Constellation will also solicit competing bids from
other potential purchasers and conduct a sales process approved by
the bankruptcy court.
Donald S. MacKenzie, of Conway MacKenzie, Inc, is serving as the
Company's Chief Restructuring Officer and Kramer Levin Naftalis &
Frankel LLP and Richards, Layton & Finger P.A. are serving as legal
advisors.
Additional information, including court filings and other documents
related to the restructuring, can be found by visiting
http://dm.epiq11.com/COE
Company Descriptions
Commercial Metal Forming is a leading manufacturer of tank head and
tank head accessories, focused on providing highest quality
standards and unparalleled Customer Service on on-time delivery,
lead-time, quote responsiveness.
Jorgensen Forge Corporation manufactures highly engineered,
specialty alloy, open die forgings from high value titanium,
aluminum, and steel alloy materials.
Zero Manufacturing manufactures deep-drawn and fabricated aluminum
cases, molded plastic cases, enclosures, and assemblies.
About Constellation Enterprises
Constellation Enterprises LLC, through its subsidiaries,
manufactures custom engineered metal components for various end
markets such as rail transportation, oil and gas, general
industrial, nuclear, aerospace, and small gas engine markets. The
company was incorporated in 1996 and is based in Caldwell, Texas.
* * *
The Troubled Company Reporter, on March 1, 2016, reported that
Moody's Investors Service changed Constellation Enterprises, LLC's
Probability of Default Rating to Caa3-PD/LD from Caa3-PD following
the recent transaction completed by the company. In the same
rating action, the company's corporate family rating was affirmed
at Caa3. Rating outlook is negative.
The Troubled Company Reporter, on Feb. 5, 2016, reported that
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on U.S.-based Constellation Enterprises LLC
to 'SD' from 'CCC-'.
At the same time, S&P lowered its issue-level rating on the
company's $130 million 10.625% senior secured notes to 'D' from
'CCC-'. The '4' recovery rating is unchanged, indicating S&P's
expectation for average recovery (30%-50%; upper half of the range)
for noteholders in the event of a payment default.
CYPRESS SEMICONDUCTOR: Moody's Affirms B1 CFR & Rates Sr. Loan B1
-----------------------------------------------------------------
Moody's Investors Service affirmed its Corporate Family Rating and
Probability of Default Rating on Cypress Semiconductor Corp. at B1
and B1-PD, respectively, and maintained its Speculative Grade
Liquidity rating of SGL-3. Moody's downgraded its ratings on the
company's existing first lien revolving credit facility and term
loan A to B1 from Ba3, assigned a B1 rating to the proposed $700
million term loan B, and revised its ratings outlook to stable from
positive. The rating action follows the company's recent
announcement of the debt financed acquisition of Broadcom Ltd.'s
wireless Internet of Things ("IoT") business in an all-cash
transaction valued at $550 million and expected to close in 3Q16.
Proceeds of the new bank loan financing will be used to fund the
purchase as well as repay a portion of borrowings under Cypress'
revolving credit facility.
Moody's affirmed these ratings:
Corporate Family Rating- B1
Probability of Default Rating- B1-PD
Speculative Grade Liquidity Rating -- SGL-3
Moody's downgraded these ratings:
Senior Secured Revolving Credit Facility expiring 2020 -- To B1
(LGD3) from Ba3 (LGD3)
Senior Secured Term Loan A maturing 2020 -- To B1 (LGD3) from
Ba3 (LGD3)
Moody's assigned these ratings:
Senior Secured Term Loan B maturing 2023 -- B1 (LGD3)
Outlook revised to Stable from Positive
RATINGS RATIONALE
The B1 CFR reflects the risks associated with Cypress' debt
leverage, which will rise meaningfully following the Broadcom
acquisition, as well as its exposure to the cyclical nature of the
semiconductor industry which has been susceptible to economic
downturns. Given the nominal cash flow currently generated by the
acquired Broadcom assets, Cypress' LTM Debt/EBITDA will rise by
approximately 1.5x to just under 4.5x on a pro forma basis (Moody's
adjusted) as of March 31, 2016. The rating also factors in a
degree of risk related to the integration of Spansion Inc. which is
in its later stages, and uncertainty relating to a management
transition as Cypress seeks a replacement for its former Chief
Executive Officer who recently resigned while a team of executives
have assumed leadership in the interim. However, the uncertainties
associated with the company's credit profile are partially offset
by a sizable equity cushion as well as Cypress' strong market
position as a provider of NOR flash memory semiconductors, SRAMs,
and microcontrollers to an array of end market customers.
Moody's expects Cypress to increase free cash flow after dividends
to nearly 10% of total debt in 2016 as the realization of
incremental cost synergies related to the Spansion merger drive
margin expansion with modestly stronger production in the following
year. The company's asset-light manufacturing model and efforts to
consolidate its production facilities footprint should also support
this improved cash generation. Cypress' free cash flow prospects,
coupled with approximately $87 million in cash currently on the
company's balance sheet and $123 million in undrawn revolver
capacity (pro forma), support Cypress' adequate liquidity position
and SGL-3 rating. The credit facility is subject to financial
maintenance covenants (based on covenant EBITDA) with a minimum
fixed charge coverage ratio requirement of 1x and a maximum total
leverage ratio requirement, relaxed in early 2016, of 4.5x through
the third quarter of 2016. The total leverage covenant will
gradually step down to 3.75x at the close of 2017.
The stable ratings outlook principally reflects Moody's expectation
that Cypress will experience a modest decline in pro forma annual
revenue in 2016, but anticipated realization of incremental cost
synergies and improvements in capacity utilization should
facilitate meaningful adjusted EBITDA growth during this period.
The outlook also factors in an expectation that the company will
apply free cash flow towards debt repayment over the near term,
will not undertake additional acquisitions of material size, and
will cease share repurchase activity until debt leverage is reduced
below 3x.
What Could Change the Rating - Up
The ratings could be upgraded if Cypress effectively expands EBITDA
such that adjusted leverage and FCF/debt are expected to be
sustained under 3x and above 15%, respectively, while the company
adheres to disciplined financial policies.
What Could Change the Rating - Down
The ratings could be lowered if revenue contracts materially from
current levels or Cypress adopts more aggressive financial policies
that increase debt leverage above 4.5x.
The principal methodology used in these ratings was Semiconductor
Industry Methodology published in December 2015.
Cypress Semiconductor Corp. provides mixed-signal integrated
circuits and holds leading positions in the markets for NOR flash
memory semiconductors, SRAMs, and microcontrollers. Pro forma for
the company's recent acquisitions, Cypress is projected to generate
annual revenues of approximately $2.0 billion in 2016.
DENBURY RESOURCES: Moody's Rates New 2nd Lien Notes Due 2021 'Caa1'
-------------------------------------------------------------------
Moody's Investors Service changed Denbury Resources Inc.'s
Probability of Default Rating to Caa2-PD/LD and assigned a Caa1
rating to its new second lien notes due 2021. The ratings on the
existing senior subordinated notes were affirmed. The Speculative
Grade Liquidity Rating was raised to SGL-3 from SGL-4. The outlook
is negative.
The appending of the PDR with an "/LD" designation indicates
limited default, reflecting the company's transactions to exchange
approximately $1,058 million of its senior subordinated notes for
$615 million of new second lien secured notes and 40.7 million
shares of Denbury common equity. Moody's views the exchange as a
distressed exchange, which is a default under Moody's definition of
default. The "/LD" designation will be removed after three
business days.
"The exchange will lower Denbury's leverage, while modestly
reducing the company's interest burden," said James Wilkins, a
Moody's Vice President -- Senior Analyst.
These summarizes the ratings:
Denbury Resources Inc.
Ratings assigned:
Senior Secured Regular Bond/Debenture, Assigned Caa1(LGD3)
Ratings affirmed:
Probability of Default Rating -- Caa2-PD/LD from Caa2-PD (/LD
appended)
Corporate Family Rating -- Caa2
Senior Subordinated Notes due 2021 -- Caa3 (LGD5)
Senior Subordinated Notes due 2022 - Caa3 (LGD5)
Senior Subordinated Notes due 2023 - Caa3 (LGD5)
Ratings raised:
Speculative Grade Liquidity Rating - SGL-3 from SGL-4
Outlook:
Outlook - Negative
RATINGS RATIONALE
The Caa2 CFR reflects Moody's expectation that Denbury will
generate negative free cash flow in the second half 2016 and in
2017, when its hedges will provide less benefit (based on Moody's
price deck - WTI crude oil prices of $33/bbl in 2016 and $38/bbl in
2017). During 2016, the company has entered into hedge contracts
for the second half 2016 and first half 2017, but at lower swap
prices than its hedges for the first half 2016 that were
implemented in a higher price environment. Denbury, which
predominately produces crude oil, has hedges on over one-half of
estimated crude oil production for the second quarter 2016,
including fixed price swaps at prices ranging from $62/bbl to
$65/bbl. However, the operating costs of its enhanced oil recovery
operations, which are higher than many primary oil sources, will
make it difficult to generate meaningful retained cash flow in the
current crude oil price environment, even with the benefit of the
company's cost cutting measures.
The SGL-3 Speculative Grade Liquidity Rating reflects Moody's
expectation that the company will have adequate liquidity primarily
supported by ample availability under its revolving credit
facility. Moody's expects the revolver borrowing base, which was
re-determined at $1.05 billion in the spring 2016, will be of
sufficient size to meet Denbury's borrowing needs through mid-2017.
There was $310 million of borrowings outstanding under the
revolving credit agreement and availability of $681 million as of
March 31, 2016. Cash flow from operations, which was $2 million in
the first quarter 2016, will remain weak in the second half of 2016
and result in negative free cash flow at Moody's price deck (WTI
crude oil price of $33 per barrel in 2016). Denbury amended its
credit facility's financial covenants, which is subject to a
maximum senior secured debt to EBITDA ratio of 3.0x, a minimum
interest coverage ratio of 1.25x and a minimum current ratio of 1x
through 2017. Moody's expects the company to remain in compliance
with the financial covenants through mid-2017.
The ratings could be downgraded if Denbury's liquidity
deteriorates. A ratings upgrade could be considered if Denbury
maintains adequate liquidity and interest coverage (EBITDA/interest
expense) above 1.5x on a sustained basis.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
Denbury Resources Inc., headquartered in Plano, Texas, is an
independent oil and gas company with operations in the Gulf Coast
and Rocky Mountain regions. The company has a significant emphasis
on carbon dioxide enhanced oil recovery (CO2 EOR) operations used
to recover oil from mature fields.
DESERT ECSTASY: Hires Miranda & Maldonado as Bankruptcy Counsel
---------------------------------------------------------------
Desert Ecstasy, Inc., dba Kokai, seeks permission from the U.S.
Bankruptcy Court for the Western District of Texas to employ
Miranda & Maldonado, P.C., as counsel for the bankruptcy estate.
The Firm's services include:
a) giving the Debtor legal advice with respect to its powers
and duties as debtor-in-possession and the continued
operation of its business and management of its
properties;
b) reviewing prepetition executory contracts and unexpired
leases entered into by the Debtor and to determine which
contracts or contracts should be rejected;
c) preparing on behalf of the Debtor necessary applications,
answers, ballots, judgments, motions, notices,
objections, orders, reports and any other legal
instrument necessary;
d) assisting the Debtor in the preparation of a Disclosure
Statement and the negotiation of a Plan of Reorganization
with the creditors in its case, and any amendments
thereto; and
e) performing all other legal services for the Debtor, as
debtor-in-possession which may become necessary to
effectuate a successful reorganization of the bankruptcy
estate.
The Firm will be paid these hourly rates:
-- $300 for services performed by Carlos A. Miranda III,
Esq.;
-- $200 for services performed by Gabe Perez, Esq., and
-- $75 to $125 for Legal Assistant and Law Clerks
The Debtor says that the Firm did receive the total prepetition
retainer in the amount of $15,000. Of this amount, $1,717 was
applied to the Chapter 11 filing fee as well as certain funds that
were applied to the prepetition legal services performed by the
firm. As of the filing of this application, the remaining amounts
in trust are $10,483.
Carlos A. Miranda, Esq., at the Firm informs the Court that he has
not had any connection with the Debtor, its principals, nor its
creditors, and that he represents no interest adverse to the Debtor
or its estate in the matters upon which he is to be engaged.
Desert Ecstasy, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 16-30653) on April 26, 2016. Carlos A.
Miranda III, Esq., at Miranda & Maldonado, P.C., serves as the
Debtor's bankruptcy counsel.
DEX MEDIA: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Dex Media, Inc. 16-11200
aka Newdex, Inc.
aka Dex One Corporation
aka R.H. Donnelley Corporation
2200 West Airfield Drive
P.O.Box 619810
DFW Airport, TX 75261
Dex Media East, Inc. 16-11201
Dex Media Holdings, Inc. 16-11202
Dex Media Service LLC 16-11203
Dex Media West, Inc. 16-11204
Dex One Digital, Inc. 16-11205
Dex One Service, Inc. 16-11206
R.H. Donnelley APIL, Inc. 16-11207
R.H. Donnelley Corporation 16-11208
R.H. Donnelley Inc. 16-11209
SuperMedia Inc. 16-11210
SuperMedia LLC 16-11211
SuperMedia Sales Inc. 16-11212
Type of Business: The Debtors are provider of marketing solutions
to more than 400,000 business clients across the
United States, and are headquartered in Dallas,
Texas.
Chapter 11 Petition Date: May 16, 2016
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Debtors' General
Bankruptcy Counsel: James H.M. Sprayregen, P.C
Marc Kieselstein, P.C.
Adam Paul, Esq.
Bradley Thomas Giordano, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
E-mail: james.sprayregen@kirkland.com
marc.kieselstein@kirkland.com
adam.paul@kirkland.com
bradley.giordano@kirkland.com
Debtors'
Co-Counsel: Patrick A. Jackson, Esq.
Pauline K. Morgan, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: pmorgan@ycst.com
pjackson@ycst.com
Debtors'
Investment
Banker: MOELIS & COMPANY LLC
Debtors'
Tax Advisor: KPMG LLP
Debtors'
Auditor: ERNST & YOUNG LLP
Debtors'
Notice,
Claims &
Administrative
Agent: EPIQ BANKRUPTCY SOLUTIONS
Total Assets: $1.26 billion as of December 31, 2015
Total Debts: $2.65 billion as of December 31, 2015
The petitions were signed by Andrew Hede, chief restructuring
officer.
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
BNY Mellon Corporate Trust
Unsecured Debt $270,076,620
US Corporate Client Service
Management
500 Ross Street, 12th Floor
Pittsburgh, PA 15262
Attn: Rebecca A. Norton,
Associate Client Service Manager
Tel: 412-234-7201
Fax: 412-234-8377
E-mail: rebecca.norton@bnymellon.com
The Bank of New York Mellon
Trust Company, N. A.
525 William Penn Place, 7th
Floor
Pittsburgh, PA 15259
Attn: Jennifer J. Provenzano, Vice
President, Government
Tel: 412-228-2345
Fax: 412-234-9019
E-mail:
jennifer.j.provenzano@bnymellon.c
om
with copy to:
Bryan Cave LLP
1290 Avenue of the Americas
New York, NY 10104
Attn.: Mary Stephanie Wickouski
Google Inc. Trade Debt $11,809,403
1600 Amphitheatre Parkway
Mountain View, CA 94043
Attn: Christine Merritt, Head of
Premier SMB Partnerships Channel
Sales, US
Primary account contact - Dana
Morgan, Strategic Partner Manager
Tel: 408-507-5858; 512-343-5242
Fax: 734-332-6501
E-mail: cmerritt@google.com &
danamorgan@google.com
RR Donnelley & Sons Company Trade Debt $3,935,798
99 Park Avenue, 14th Floor
New York, NY 10016
Attn: Dave McCree, Senior Vice
President
Tel: 212-503-1415
Fax: 212-503-1499
E-mail: dave.mccree@rrd.com
Microsoft Online, Inc. Trade Debt $2,695,499
6100 Neil Rd Ste 100
Reno, NV 89511-1137
Tel: 775-823-5600
Fax: 775-861-4298
Product Development Corp. Trade Debt $1,943,208
20 Ragsdale Drive, Suite 100
Monterey, CA 93940
Attn: Tim Dinovo, President
Tel: (831) 333-1100 ext. 227
Fax: (831) 333-1122
E-mail: tdenivo@teampdc.com
Boostability Trade Debt $1,513,966
2600 W Executive Parkway, Suite 200
Lehi, UT 84043
Attn: Gavan Thorpe, President /
COO
Tel: 801-319-8410
Fax: 801-228-2546
E-mail: gthorpe@boostability.com
American Express TRS Co. INC. Trade Debt $1,302,572
7777 American Expressway
Fort Lauderdale, FL 33337
Tel: 212-640-5130
Fax: 212-640-0404
Accenture LLP Trade Debt $1,254,273
1345 Avenue of the Americas
New York, NY 10105
Attn: Chad Jones, General
Counsel & Chief Compliance
Officer
Tel: 917-452-4400
Fax: 917-527-9915
with copy to:
Centergy One
75th Street N. W.
Suite 1100
Atlanta, GA 30308
Attn: Michael Rosenbloom,
Managing Director
Tel: 678-657-7814
Fax: 678-657-4050
ASEC International Trade Debt $970,189
8601 Ranch Road 2222
Suite 1-100
Austin, TX 78730
Attn: David Lesniak, President
Tel: (844) 628-3614 ext. 406
Fax: 310-478-4927
E-mail: david.lesniak@personiv.com
Amdocs Inc. Trade Debt $969,752
1390 Timberlake Manor Parkway
Chesterfield, MO 63017
Tel: 314-212-7000
Fax: 314-212-7500
Yext Inc. Trade Debt $912,952
75 9th Avenue
7th Floor
New York, NY 10011
Attn: Christian J. Ward, EVP,
Partnerships
Tel: 201-566-6974
Fax: 212-597-9100
E-mail: christian@yext.com
YP LLC Trade Debt $900,043
201 Mission Street, Suite #200
San Francisco, CA 94105
Attn: Mary Bourke, Director
Strategic Alliances
Tel: 818-937-5651 & 818-653-9783
Fax: E-mail: mbourke@yp.com
Caremark Prescription SVC Trade Debt $833,049
One CVS Drive
Woonsocket, RI 02895
Tel: 401-765-1500
Fax: 401-652-1593
TCS America Trade Debt $769,722
101 Park Avenue, 26th Floor
New York, NY 10178
Attn: Jennifer Demay, Vice
President and General Counsel
Tel: 212-557-8038
Fax: 212-867-8652
with copy to:
303 N Glenoaks Boulevard, Suite 850
Burbank, CA 91502
Attn: Kamal Bhadada, Global
Head, Media and Information Services
Tel: 818-333-1650
Fax: 818-291-9641
E-mail: kamal.bhadada@tcs.com
Specialty Directory Trade Debt $671,166
Distribution Service
1520-A Broadmoor Boulevard
Buford, GA 30518
Attn: Michael Gibson, President
Tel: (770) 932-8886
Fax: (770) 932-8835
E-mail: michaelgibson@sddsinc.com
Hostopia Trade Debt $609,538
110 E Broward Boulevard, Suite 1650
Fort Lauderdale, FL 33301
Attn: Donald Bishop, Program
Executive Manager
Tel: 954-446-8627
Fax: 954-463-3822
Soleo Communications, Inc. Trade Debt $596,899
300 Willowbrook Drive
Fairport, NY 14450
Tel: 585-641-4300
Fax: 585-641-0502
xAD Inc. Trade Debt $552,371
401 Park Avenue S
11th Floor
New York, NY 10016
Attn: Melissa Andringa
Director, Platform CMR/Reseller
Tel: 704-776-3433
Salesforce.com Inc. Trade Debt $556,168
The Landmark @ One Market St.
San Francisco, CA 94105
Attn: Frank van Veenendaal, Chief
Sales Officer & President
Worldwide Sales
Tel: 415-901-5077
Fax: 415-354-3500
E-mail: frank@salesforce.com
Paperg, Inc. Trade Debt $525,711
530 Bush Street, Suite 900
San Francisco, CA 94108
Attn: Victor Wong, CEO
Tel: (415) 228-0861 x110 &
(626) 825-0828
Fax: 415-956-4355
E-mail: victor.wong@paperg.com
Telmetrics Inc. Trade Debt $480,327
2680 Skymark Avenue, Suite 900
Mississauga, ON L4W5L6 Canada
Attn: Bill Dinan, President
Tel: 905-219-8246 & 416-460-6007
Fax: 905-219-8201
E-mail: Bill.Dinan@telmetrics.com
Centurylink - Embarq Trade Debt $468,492
100 Centurylink Dr.
At U.S. Highway 165
Monroe, LA 71203
Verizon Realty Corporation Trade Debt $459,828
One Verizon Way
Basking Ridge, NJ 07920
Alternate Postal Direct Inc. Trade Dedt $436,735
12495 35th St. N
St. Petersburg, FL 33716
Sandy Smith - President
Tel: (727) 556-0009
Fax: (727) 592-0639
E-mail: SANDYS@ALTPOSD.COM
Advantage Technical Trade Debt $419,756
Resourcing Inc.
220 Norwood Park S
Norwood, MA 02062
Attn: Karl R. Zonghi
Tel: 508-981-3221
Fax: 781-251-8061
E-mail: Karl.Zonghi@advantageresourcing.com
US Postal Service - Capps Trade Debt $349,792
Acct 11885
2700 Campus Dr.
San Mateo, CA 94497-9442
Tel: 650-349-8490
Fax: 650-349-9726
Anybill Financial Services Inc. Trade Debt $348,992
1801 Pennsylvania Ave. NW, Suite 700
Washington DC 20006
Tel: 202-682-6302
Fax: 202-833-2141
Personiv Trade Debt $347,147
8601 Ranch Road 2222
Bldg 1 Suite 100
Austin, TX 78730
Tel: 844-628-3614
web.com Group Inc. Trade Debt $346,989
12808 Gran Bay Pkwy West
Jacksonville, FL 32258
Tel: 904-680-6600
Fax: 904-880-0350
ConvergeDirect LLC Trade Debt $314,640
100 South Bedford Road
Mount Kisco, NY 10549
Attn: Mr. Thomas Marianacci,
President
Tel: 212-213-0111
Fax:212-213-9670
E-mail: info@convergedirect.com
DEX MEDIA: Expects to Complete Ch. 11 Restructuring in 3rd Quarter
------------------------------------------------------------------
Dex Media, Inc., one of the largest national providers of local
marketing solutions for local businesses, on May 17 announced a
major step toward completing its financial restructuring by filing
a prepackaged plan of reorganization (the "Plan"), along with
voluntary petitions, under Chapter 11 of the United States
Bankruptcy Code in the U. S. Bankruptcy Court for the District of
Delaware (the "Court"). The Company expects, among other things,
to receive Court authority to pay employee wages, offer benefits
and continue to pay trade creditors and suppliers in the ordinary
course of business.
The filing follows the completion of the solicitation process of
the Company's senior secured lenders. The solicitation process
resulted in more than 96% of the Company's senior secured lenders
voting in favor of the Plan. The Company expects to complete the
restructuring during the third quarter 2016.
"[Tues]day's developments are important milestones in our continued
progress toward establishing a capital structure that will support
our new strategy and enable our growth," said Joe Walsh, Dex Media
President and CEO. "We have made great strides in improving our
print and digital product offerings and are seeing a positive
response from the market. Our Plan meets a critical need for our
future -- a capital structure that will significantly reduce our
indebtedness and provide us with the financial flexibility and
strength we need to achieve our growth objectives and remain a
strong partner to the local businesses we are committed to
supporting across the country."
Mr. Walsh continued: "I want to express my gratitude to all of our
employees, clients, vendors and other stakeholders, who have stood
by our Company and supported our efforts to meet our financial
restructuring objectives."
The Company's various pleadings request Court approval for payments
to Dex Media's employees, vendors and other unsecured creditors to
continue in the ordinary course with no disruption. The Company
did not obtain debtor-in-possession (DIP) financing as it maintains
substantial cash balances and continues to generate positive cash
flow to fund its ongoing operations.
Additional material terms of the Plan include:
-- Dex Media's senior secured lenders will exchange their
current $2.12 billion of claims for a new $600 million new
first-lien term loan; 100% of the equity of the reorganized Dex
Media, subject to potential dilution from a management incentive
plan; and a cash distribution upon emergence from bankruptcy.
-- The Company's unsecured noteholders will receive a $5 million
cash payment and warrants to purchase up to 10% of the
post-reorganized equity.
-- All allowed trade vendor claims will be paid in full.
Dex Media's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal North America, LLC serves
as its restructuring advisor, and Andrew Hede from Alvarez & Marsal
serves as Chief Restructuring Officer. Moelis & Company LLC is the
Company's investment banker for the restructuring. The steering
committee of the ad hoc group of Dex Media's senior secured lenders
are represented by Milbank, Tweed, Hadley & McCloy LLP as legal
advisor and Houlihan Lokey as financial advisor in connection with
the restructuring. JPMorgan Chase Bank, N.A. and Deutsche Bank
Trust Company Americas, as agents under the senior secured credit
agreements, are represented by Simpson Thacher & Bartlett LLP as
legal advisor to the agents.
The restructuring support agreement, Plan and related Chapter 11
materials are available at http://dm.epiq11.com/DexMedia
About Dex Media
Dex Media, Inc., is a provider of social, local and mobile
marketing solutions for local businesses. The Company provides
marketing solutions that include Websites, print, mobile, search
engine and social media solutions. The Company's brands include
Dex One and SuperMedia. Through both brands, it delivers a range
of social, mobile, and print solutions. The Company's consumer
services include the Dex Knows.com and Superpages.com online and
mobile search portals and applications and local print
directories. On April 30, 2013, Dex One Corp. and SuperMedia
announced the completion of their merger, creating Dex Media, Inc.
Dex One (DEXO) and SuperMedia (SPMD) in March 2013 sought Chapter
11 bankruptcy protection in order to complete a merger. The filing
was just about three years after each company exited court
protection. The cases are In re Dex One Corp, 13-10533, U.S.
Bankruptcy Court, District of Delaware, and In re SuperMedia Inc.,
13-10545, U.S. Bankruptcy Court, District of Delaware.
* * *
The Troubled Company Reporter, on Dec. 18, 2015, reported that
Moody's Investors Service downgraded Dex Media, Inc.'s Probability
of Default Rating to Ca-PD/LD from Caa3-PD and downgraded the
Corporate Family Rating to Ca from Caa3. The limited default "LD"
designation appended to Dex's probability of default rating
reflects Moody's view that the company has defaulted under Moody's
definition. The limited default designation will remain for three
business days to reflect our view that a default has occurred.
Concurrently, the senior subordinated notes are lowered to C from
Ca and the senior secured credit facilities of Dex Media East,
Inc., Dex Media West, Inc., R.H. Donnelley Inc. and SuperMedia Inc.
remain unchanged at Caa3. The downgrade reflects Dex's missed
September 30, 2015 interest payment on its senior subordinated
notes and the subsequent failure to make the payment during the
grace period. Moody's views this as a limited default as it
represents a default of only one element of the company's capital
structure. The ratings outlook remains negative.
DIOCESE OF DULUTH: Gets Approval to Hire Real Estate Broker
-----------------------------------------------------------
The Diocese of Duluth received court approval to hire Brad Wadsten
of Edina Realty (Wadsten) as its real estate broker.
The order, issued by Judge Robert Kressel of the U.S. Bankruptcy
Court for the District of Minnesota, allowed the diocese to hire
Mr. Wadsten in connection with the sale of its properties in Crow
Wing County.
Mr. Wadsten, a sales associate at Edina Realty, will assist the
diocese in listing, marketing and negotiating the sale terms and
the closing details for two parcels of undeveloped land located
along Carlson Lake Road, in Brainerd, Minnesota.
Mr. Wadsten will receive a commission based upon the aggregate
gross sales price of the properties, due upon the closing of a sale
of the properties.
The commission is 6% plus $434 due on sale. No commission is due
and payable from the diocese unless a successful closing of the
sale of the properties occurs and the diocese has received the sale
proceeds.
Mr. Wadsten disclosed in an affidavit that he and his firm do not
represent interest adverse to the interest of the diocese.
Mr. Wadsten can be reached through:
Edina Realty-Brainerd Lakes Area Offices
15354 Dellwood Dr, Ste 100
Baxter, MN 56425
Phone: 218-825-3657
Toll Free: 866-802-2723
Cellular: 218-821-2721
Fax: 218-825-3636
Email: bradwadsten@edinarealty.com
About Diocese Of Duluth
The Diocese of Duluth sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 15-50792) on Dec. 7,
2015. The case is assigned to Judge Robert J Kressel.
The Debtor's lead counsel is Bruce A Anderson, Esq., and J Ford
Elsaesser, Esq., at Elsaesser Jarzabek Anderson Elliott &
MacDonald, CHTD., in Sandpoint, Idaho. The Debtor's local counsel
is Phillip Kunkel, Esq., at Gray, Plant, Mooty, Mooty & Bennett,
P.A., in St Cloud, Minnesota.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Rev. James
Bissonette, vicar general.
A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mnb15-50792.pdf
DRAFTDAY FANTASY: Borrows $130K Under Sillerman Line of Credit
--------------------------------------------------------------
As reported on Draftday Fantasy Sports, Inc.'s Current Report on
Form 8-K filed May 3, 2016, the Company entered into a Secured
Revolving Loan with Sillerman Investment Company VI, LLC on
April 29, 2016. On May 12, 2016, the Company borrowed an
additional $130,000 under the Secured Line of Credit. A total of
$305,000 has been advanced under the Secured Line of Credit.
About DraftDay
DraftDay Fantasy Sports Inc., formerly known as Viggle Inc., offers
a high quality daily fantasy sports experience directly to
consumers and to businesses desiring turnkey solutions to new
revenue streams. DraftDay Fantasy Sports Inc. is the largest
shareholder of DraftDay Gaming Group, with a 44% stake. Sportech
owns 35%. By combining and capitalizing on the well-established
operational business assets of DraftDay and Sportech, the new
DraftDay is well-positioned to become a significant player in the
explosive fantasy sports market. DraftDay has paid out over $30
million in prizes with increased player retention and brand
loyalty. DraftDay Fantasy Sports also operates MyGuy and Viggle
Football both of which offer real-time interactive participation
with professional and college football games; Wetpaint, which
offers entertainment and celebrity news; and Choose Digital, a
digital marketplace platform that allows companies to incorporate
digital content into existing rewards and loyalty programs in
support of marketing and sales initiatives.
As of Dec. 31, 2015, Draftday had $38.81 million in total assets,
$60.08 million in total liabilities, $12.28 million in series C
convertible redeemable preferred stock, and a $33.54 million total
stockholders' deficit.
"The Company is unlikely to generate significant revenue or
earnings in the immediate or foreseeable future. The continuation
of the Company as a going concern is dependent upon the continued
financial support from its stockholders, the ability of the Company
to obtain necessary equity or debt financing to continue
development of its business and to generate revenue. Management
intends to raise additional funds through equity and/or debt
offerings until sustainable revenues are developed. There is no
assurance such equity and/or debt offerings will be successful and
therefore there is substantial doubt about the Company's ability to
continue as a going concern within one year after the financial
statements are issued," according to the Company's quarterly report
for the period ended Dec. 31, 2015.
DRAFTDAY FANTASY: Signs Subscription Agreement with SIC III
-----------------------------------------------------------
As previously disclosed by DraftDay Fantasy Sports, Inc., in a Form
8-K filed on March 18, 2015, Sillerman Investment Company III, LLC,
an affiliate of Robert F.X. Sillerman, the Company's executive
chairman and chief executive officer of the Company, purchased
7,000 shares of the Company's Series C Preferred Stock. As of May
9, 2016, SIC III owned 10,000 shares of Series C Preferred Stock.
On May 9, 2016, the Company and SIC III entered into a Subscription
Agreement pursuant to which SIC III subscribed for 22,580,645
shares of the Company's common stock at a price of $0.31 per share.
Accordingly, the aggregate purchase price for those shares was
$7,000,000.
The Company and SIC III agreed that SIC III would pay the purchase
price for those shares by exchanging 7,000 shares of the Company's
Series C Preferred Stock owned by SIC III for the common shares.
The effectiveness of the Exchange is subject to receipt of an
opinion as of the Exchange Date by an independent valuation expert
that the Exchange is fair and confirmation by the Company's
auditors that the Exchange will not lead to a compensation charge.
If the Exchange becomes effective, Mr. Sillerman and his affiliate
will own more than 50% of the outstanding shares of the Company's
common stock.
The shares of the Company's common stock issued to SIC III were
issued in a transaction exempt from registration under the
Securities Act of 1933, as amended, in reliance on Section 4(a)(2)
thereunder and Rule 506 of Regulation D promulgated thereunder.
The Board of Directors also unanimously approved for purposes of
Rule 16b-3 promulgated under the Securities Exchange Act of 1934,
as amended, the transaction described in the foregoing section.
About DraftDay
DraftDay Fantasy Sports Inc., formerly known as Viggle Inc., offers
a high quality daily fantasy sports experience directly to
consumers and to businesses desiring turnkey solutions to new
revenue streams. DraftDay Fantasy Sports Inc. is the largest
shareholder of DraftDay Gaming Group, with a 44% stake. Sportech
owns 35%. By combining and capitalizing on the well-established
operational business assets of DraftDay and Sportech, the new
DraftDay is well-positioned to become a significant player in the
explosive fantasy sports market. DraftDay has paid out over $30
million in prizes with increased player retention and brand
loyalty. DraftDay Fantasy Sports also operates MyGuy and Viggle
Football both of which offer real-time interactive participation
with professional and college football games; Wetpaint, which
offers entertainment and celebrity news; and Choose Digital, a
digital marketplace platform that allows companies to incorporate
digital content into existing rewards and loyalty programs in
support of marketing and sales initiatives.
As of Dec. 31, 2015, Draftday had $38.81 million in total assets,
$60.08 million in total liabilities, $12.28 million in series C
convertible redeemable preferred stock, and a $33.54 million total
stockholders' deficit.
"The Company is unlikely to generate significant revenue or
earnings in the immediate or foreseeable future. The continuation
of the Company as a going concern is dependent upon the continued
financial support from its stockholders, the ability of the Company
to obtain necessary equity or debt financing to continue
development of its business and to generate revenue. Management
intends to raise additional funds through equity and/or debt
offerings until sustainable revenues are developed. There is no
assurance such equity and/or debt offerings will be successful and
therefore there is substantial doubt about the Company's ability to
continue as a going concern within one year after the financial
statements are issued," according to the Company's quarterly report
for the period ended Dec. 31, 2015.
DVORKIN HOLDINGS: Court Denies ASM Capital's Proof of Claim
-----------------------------------------------------------
Appellant ColFin Bulls Funding A, LLC, appeals from an order of the
Bankruptcy Court in an adversary proceeding stemming from In re
Dvorkin Holdings, LLC, No. 12-B-31336.
ColFin Bulls had sold an "Allowed Lynwood Claim" to another
creditor, ASM Capital V, L.P. which in turn agreed to assign it to
Appellee DH Mortgage Holder, LLC, a subsidiary of debtor Dvorkin
Holdings, LLC. ColFin Bulls objected that both the Proof of Claim
filed by ASM Capital and the Notice of Partial Transfer of Claim
Other Than for Security filed by the Trustee on behalf of DH
Mortgage Holder mischaracterized ColFin Bulls' remaining claims
against the bankruptcy estate. That objection was overruled on the
ground that ColFin Bulls had assigned its claim to ASM Capital, and
this appeal then followed.
Senior Judge Milton I. Shadur of the United States District Court
for the Northern District of Illinois, Eastern Division, denied ASM
Capital's Proof of Claim and vacated any order substituting DH
Mortgage Holder for ASM Capital in that regard.
A full-text copy of the Memorandum Opinion and Order dated April
26, 2016 is available at http://is.gd/Sl6bINfrom Leagle.com.
The case is COLFIN BULLS FUNDING A, LLC, Appellant, v. DH MORTGAGE
HOLDER, LLC, et al., Appellees, Case No. 15 C 11065 (N.D. Ill.).
Colfin Bulls Funding A, LLC, Appellant, is represented by Jean Soh,
Esq. -- jsoh@polsinelli.com -- Polsinelli PC & Jerry Lewis Switzer,
Jr., Esq. -- jswitzer@polsinelli.com -- Polsinelli PC.
DH Mortgage Holder, LLC, Appellee, is represented by Bret M Harper,
Esq. -- bharper@seyfarth.com -- Seyfarth Shaw LLP, Gus Anthony
Paloian, Esq. -- gpaloian@seyfarth.com -- Seyfarth Shaw LLP & James
B. Sowka, Esq. -- jsowka@seyfarth.com -- Seyfarth Shaw LLP.
ASM Capital V, L.P., Appellee, is represented by Peter A Siddiqui,
Esq. -- peter.siddiqui@kattenlaw.com -- Katten Muchin Rosenman
LLP.
About Dvorkin Holdings
Dvorkin Holdings, LLC, is a real estate holding company that
possesses or possessed ownership interests in 70 real properties,
either directly or indirectly through limited liability companies
or land trusts. Dvorkin Holdings has interests in 40 non-debtor
entities.
Dvorkin Holdings filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 12-31336) in Chicago on Aug. 7, 2012. The Debtor
disclosed $69.9 million in assets and $9.30 million in liabilities
as of the Chapter 11 filing. Michael J. Davis, Esq., at Archer
Bay, P.A., in Lisle, Ill., serves as counsel to the Debtor. The
petition was signed by Loran Eatman, vice president of DH-EK
Management Corp.
The Bankruptcy Court in October 2012 granted the request of
Patrick S. Layng, the U.S. Trustee for the Northern District of
Illinois, to appoint Gus Paloian as the Chapter 11 Trustee.
Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel.
Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as
conflicts counsel.
On March 16, 2015, the Clerk of the Court reassigned the case to
U.S. Bankruptcy Judge Jacqueline P. Cox.
EL PRIMERO: Seeks Court Approval to Hire Sagredo as Accountant
--------------------------------------------------------------
El Primero, Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Virginia to hire Sagredo, Bellido &
Associates, P.C. as its accountant.
The Debtor tapped the firm to provide bookkeeping services, prepare
monthly sales tax returns and monthly operating reports and to
comply with all tax reporting obligations.
The Debtor proposed that Sagredo be compensated on a monthly basis
and be reimbursed of work-related expenses. The firm will charge
the Debtor $300 per month.
Sagredo is a "disinterested person" as that term is defined in
section 101(14) of the Bankruptcy Code, according to court
filings.
The Debtor can be reached through:
Janet M. Nesse, Esq.
Justin P. Fasano, Esq.
McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A.
6411 Ivy Lane, Suite 200
Greenbelt, MD 20770
Phone: 301-441-2420
jnesse@mhlawyers.com
jfasano@mhlawyers.com
About El Primero
El Primero, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Va. Case No. 16-11142) on March 30,
2016. The Debtor is represented by Justin Fasano, Esq., at
McNamee, Hosea, Jernigan, Kim, Greenan.
ELECTRICAL COMPONENTS: Moody's Retains B2 CFR Over Whitepath Deal
-----------------------------------------------------------------
Moody's Investors Service says that Electrical Components
International, Inc.'s (ECI) acquisition of Whitepath Fab Tech, Inc.
is a moderate credit positive, but it does not immediately affect
the company's B2 Corporate Family Rating or stable rating outlook.
Electrical Components International (ECI) is a leading manufacturer
of wire harnesses and provider of value-added assembly services to
companies primarily located in North America and Europe. The
company also generates sales in South America and Asia. ECI
operates in two core segments; appliances and specialty
industrials. ECI is believed to be the leading wire harness
supplier for appliance companies in both North America and Europe,
and also produces specialty harnesses for several industries
including automotive, HVAC, construction, and agricultural
equipment among others. In January 2015 the company acquired
Global Harness Systems (GHS), a North American manufacturer of wire
harnesses and panel assemblies. In May 2016 ECI acquired Whitepath
Fab Tech, Inc., a US-based supplier of wire harnesses, control
panels and injection molding products to the North American HVAC
market. ECI was acquired by private equity firm KPS Capital
Partners, LP in May 2014. Sales for the twelve month period ended
March 31, 2016, - pro forma for the Whitepath acquisition - were
approximately $713 million.
ELITE NURSING: Court Confirms 1st Amended Plan of Reorganization
----------------------------------------------------------------
This matter came on for hearing on April 25, 2016, on Elite Nursing
PLLC's request for final approval of its 1st Amended Disclosure
Statement and confirmation of its proposed 1st Amended Plan of
Reorganization.
Judge Frank L. Kurtz of the United States Bankruptcy Court for the
Eastern District of Washington concluded as follows:
A. The requirements for confirmation of the Plan imposed by the
Bankruptcy Code, Federal Rules of Bankruptcy Procedure and other
applicable law, including the requirements of 11 U.S.C. Section
1129 have been met.
B. The requirements for approval of the Disclosure Statement
imposed by the Bankruptcy Code, Federal Rules of Bankruptcy
Procedure and other applicable law, including the requirements of
11 U.S.C. Section 1125 have been met. The Disclosure Statement
contains adequate information as required by 11 U.S.C. Section
1125.
C. The Disclosure Statement should be approved.
D. The Plan should be confirmed.
E. To the extent that the above entered findings of fact are, in
fact, conclusions of law, such findings are hereby incorporated
into these conclusions of law and should be denominated as such.
F. The provisions of Chapter 11 have been complied with and the
Plan has been proposed in good faith and not by means forbidden by
law.
G. Any and all payments for which Bankruptcy Court approval is
required, including authorization required by 11 U.S.C. Sections
327 and 330, shall remain subject to Bankruptcy Court approval
notwithstanding confirmation of the Plan.
H. The Debtor has disclosed the identity and affiliations of all
parties who are to serve as officers and directors under the Plan.
The Debtor has disclosed the identity of all insiders who will be
paid a salary or consulting fees under the Plan. The Debtor's
disclosures satisfy the requirements of 11 U.S.C. Section
1129(a)(5).
I. No governmental regulatory commission is required to approve
the Plan or the terms of the Plan.
J. The Debtor's Plan satisfies the requirements of 11 U.S.C.
Section 1129(a)(7) in that an impaired class (Class 3) has accepted
the Plan. Each member of Classes 2 and 3 will receive value, as of
the effective date of the plan, that is not less than the amount
such claimant would receive if the Debtor were liquidated under
Chapter 7 of the Bankruptcy Code.
K. Class 2 -- priority tax claim of the Internal Revenue Service
("IRS"); and Class 3 -- general unsecured claimants were impaired
under the Plan. Class 3 has accepted the Plan and Class 2 will
receive payments of a value equal to the allowed principal amount
of its claim.
L. Administrative Claims described by 11 U.S.C. Section 503(b)
and 11 U.S.C. Section 507(a)(2) are provided for as required by 11
U.S.C. Section 1129(a)(9).
M. Priority Tax Claims of the Internal Revenue Service are
provided for as required by 11 U.S.C. Section 1129(a)(9)(C) and
other applicable law.
N. An impaired claim -- Class 3 -- has accepted the Plan and the
Plan therefore meets the requirements of 11 U.S.C. Section
1129(a)(10).
O. Confirmation of the Plan is not likely to be followed by the
liquidation, or the need for further financial reorganization of
the Debtor.
P. The Effective Date of the Plan will be the date that is
fourteen (14) days following entry of the order of confirmation.
Q. Substantial confirmation of the Plan will occur only upon
making the first monthly payment to Class 3 unsecured creditors as
required by the Plan.
R. Creditors and parties in interest were given notice of the
confirmation hearing and no objections thereto were made, or if
made, have been withdrawn, resolved or overruled.
A full-text copy of the Findings of Fact & Conclusions dated April
29, 2016 is available at http://is.gd/6YDZ6Vfrom Leagle.com.
The case is IN RE: ELITE NURSING, PLLC, Debtor, Case No. 15-01106
FLK11.
ENERGY FUTURE: NextEra Said to Renew Interest in Oncor Electric
---------------------------------------------------------------
Harry Weber, Matthew Monks, and Steven Church, writing for
Bloomberg News, reported that power generator NextEra Energy Inc.
has renewed its interest in buying Oncor Electric Delivery Co., as
a rival takeover deal shows signs of unraveling, according to two
people familiar with the talks.
NextEra made its position known after Oncor parent Energy Future
Holdings Corp. replaced its bankruptcy reorganization plan on May
1, the report said, citing people, who asked not to be named
discussing private negotiations. Under the original plan, its
most-profitable business would have been sold to a group led by
Hunt Consolidated Inc., the report related.
While that possibility still exists under the new structure, the
change freed Oncor up to be pursued by other bidders, Chief
Executive Officer Robert Shapard said at a Texas regulatory hearing
May 4, the report further related. "We are to work with all
parties interested in buying the company at this point," Shapard
said at the hearing, the report cited.
An Energy Future lawyer mentioned a "third party indication of
interest" in Oncor in a court hearing on an unrelated matter May
10, the report added.
As previously reported by The Troubled Company Reporter, citing Dow
Jones' Daily Bankruptcy Review, Texas energy regulators will decide
on May 19 whether to review the ruling that killed the $17 billion
takeover of Oncor.
According to the report, with Oncor now up for grabs by creditors
of the Dallas Energy giant, as well as outside investors, action
in
the Public Utility Commission of Texas could be the last chance to
salvage a deal that has been in the works for months. The state
PUC approved the takeover of Oncor earlier this year but added
conditions that caused investors to close their checkbooks and
walk
away, the report related.
The TCR, citing DBR, previously reported that Energy Future told a
bankruptcy judge on April 28 investors won't go through with the
planned $17 billion buyout of its Oncor transmissions business --
an investment opportunity that Energy Future hoped would ease its
exit from chapter 11.
The Associated Press reported that the Oncor deal, which will see
Energy Futures selling its Oncor power distribution business for
about $19 billion, required financing from a group of investors in
order to close by April 30. While Oncor is considered a crown
jewel asset, the Public Utility Commission of Texas imposed
conditions for approving the deal that have discouraged the
investors, the AP said.
According to the DBR, conditions put on the deal by the Public
Utility Commission of Texas caused Energy Future creditors to walk
away from the opportunity to buy Oncor, a thriving major piece of
the Texas energy infrastructure, Energy Future lawyer Marc
Kieselstein said at a hearing in the U.S. Bankruptcy Court in
Wilmington, Del.
Mr. Kieselstein told the bankruptcy judge the company is moving
toward an alternate route for exiting bankruptcy because of talks
with investors that make it "crystal clear" the deal is dead, the
DBR related. It would also be a blow to a coalition of major
creditors who had looked to make up their losses on the big Dallas
electricity company with future profits from the Oncor, which they
hope to acquire, the DBR said.
Thomas Lauria, a bondholder lawyer and one of the chief architects
of the Oncor buyout, said investors have yet to make a formal
decision to pull out. Discussions continue, he said, and a deal is
still possible, the DBR related. However, the Oncor buyout, one
of
the largest merger-and-acquisition deals ever to grow out of a
bankruptcy case will be on life support and only swift action by
the Public Utility Commission can save it, the DBR noted.
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 XXI: Hires Locke Lord as Counsel for Regulatory Matters
--------------------------------------------------------------
Energy XXI Ltd, et al., seek permission from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Locke Lord LLP
as special counsel, nunc pro tunc to the Petition Date.
The Debtors have requested authority to retain Vinson & Elkins LLP
as their lead reorganization and bankruptcy counsel by separate
application filed contemporaneously. These cases are complex and
will require counsel with extensive experience, knowledge, and
substantial expertise, particularly with respect to administrative,
regulatory, and oil, gas, and energy-related matters. Although the
Debtors are seeking to retain V&E as their general bankruptcy
counsel, the Debtors' seek to retain and employ Locke Lord as
counsel for Regulatory Matters, particularly those involving the
United States Department of the Interior and its applicable
sub-agencies, namely the Bureau of Ocean Energy Management, the
Bureau of Safety and Environmental Enforcement, the Office of
Natural Resources Revenue, or regarding state agencies, and the
related oil, gas, and energy issues associated with the Regulatory
Matters.
Locke Lord acted prepetition as the Debtors' counsel in connection
with multiple Regulatory Matters relating to obligations arising in
connection with its mineral leases and operations thereon,
including operating agreements, decommissioning liabilities,
financial assurances to BOEM, bonding, and other related oil, gas,
and energy matters, in addition to general matters related to
Administrative and Regulatory law.
The Debtors submit that their continued representation by Locke
Lord remains in the best interest of the estates and will avoid
disruption of the Debtors' business and legal affairs. The Debtors
further submit that the employment of Locke Lord as special counsel
will not be duplicative of but will augment the services provided
by V&E and any other law firms retained by the Debtors.
Locke Lord will:
(a) advise and assist the Debtors regarding issues arising
under these Chapter 11 cases related to its offshore
mineral leases and operations and the governing
Administrative and Regulatory law;
(b) advise and assist the Debtors regarding the Regulatory
Agencies, including BOEM, BSEE, and ONNR, and related
Regulatory Matters;
(c) advise and assist the Debtors in any specific Regulatory
Matters and contractual arrangements arising in
connection with decommissioning liabilities;
(d) advise and assist the Debtors in any Regulatory Matters
and contractual arrangements related to obtaining and
maintaining financial assurances with BOEM, bonding and
surety companies, and working interest owners;
(e) advise or assist the Debtors in matters related to the
application of Louisiana, Texas, and federal law to the
Debtors' oil and gas leases and operations in the Gulf
of Mexico, and any specific legal issues arising under
Louisiana, Texas, or federal law and relating to such
GoM Leases; and
(f) perform the full range of services normally associated
with the above matters.
Locke Lord's current standard hourly rates of the primary attorneys
within Locke Lord who will provide legal services to the Debtors
are:
Philip G. Eisenberg, Partner $810
Omer F. Kuebel, Partner $810
C. Davin Boldissar, Partner $555
Brad C. Knapp, Associate $540
Steven Golden, Associate $360
Philip Eisenberg, Esq., a partner at Locke Lord, assures the Court
that Locke Lord does not hold or represent any interest adverse to
the Debtor with respect to the matters for which Locke Lord is to
be retained and employed, and is a disinterested person within the
meaning of section 101(14) of the Bankruptcy Code.
The Debtors and Locke Lord expect to develop a prospective budget
and staffing plan to comply with the U.S. Trustee's requests for
information and additional disclosures and any other orders of the
Court for the period from April 14, 2016, to July 31, 2016,
recognizing that in the course of a large Chapter 11 case like
these Chapter 11 cases, it is possible that there may be a number
of unforeseen fees and expenses that will need to be addressed by
the Debtors and Locke Lord. The Debtors further recognize that it
is their responsibility to monitor closely the billing practices of
their counsel to ensure the fees and expenses paid by the estate
remain consistent with the Debtors' expectations and the exigencies
of the Chapter 11 cases. The Debtors will continue to review the
invoices that Locke Lord regularly submits, and, together with
Locke Lord, amend the budget and staffing plans periodically, as
the case develops.
About Energy XXI
Energy XXI Ltd was incorporated in Bermuda on July 25, 2005. With
its principal operating subsidiary headquartered in Houston,
Texas, Energy XXI is engaged in the acquisition, exploration,
development and operation of oil and natural gas properties onshore
in Louisiana and Texas and in the Gulf of Mexico Shelf. It is
listed on the NASDAQ Global Select Market under the symbol "EXXI".
Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016,
bankruptcy petitions in the U.S. Bankruptcy Court for the Southern
District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928). The
petitions were signed by Bruce W. Busmire, the CFO. Judge Karen
K. Brown is assigned to the cases.
Energy XXI Ltd on April 14, 2016, also filed a winding-up petition
commencing an official liquidation proceeding under the laws of
Bermuda before the Supreme Court of Bermuda.
The Debtors sought bankruptcy protection after reaching a deal
with lenders on the filing of a restructuring plan that would
convert
$1.45 billion owed to second lien noteholders into equity of the
reorganized company.
The Debtors have hired Vinson & Elkins LLP as counsel, Gray Reed &
McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda
counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as
investment banker, Opportune LLP as financial advisor, Epiq
Systems, Inc., as notice and claims agent.
ENERGY XXI: Taps PJT Partners as Investment Banker
--------------------------------------------------
Energy XXI Ltd, et al., seek permission from the U.S. Bankruptcy
Court for the Southern District of Texas to employ PJT Partners LP
as investment banker, nunc pro tunc to the Petition Date.
PJT will:
a. assist the Debtors in evaluating the Debtors' businesses
and prospects;
b. assist the Debtors in developing the Debtors' long-term
business plan and related financial projections;
c. assist the Debtors in developing financial data and
presentations to the Debtors' Board of Directors, various
creditors, and other third parties;
d. analyze the Debtors' financial liquidity and evaluate
alternatives to improve the liquidity;
e. analyze various restructuring scenarios and the potential
impact of these scenarios on the recoveries of those
stakeholders impacted by the restructuring;
f. provide strategic advice with regard to restructuring or
refinancing the Debtors' existing or potential debt
obligations or other claims, including, without
limitation, senior debt, junior debt, trade claims,
general unsecured claims, and preferred stock;
g. evaluate the Debtors' debt capacity and alternative
capital structures;
h. participate in negotiations among the Debtors and their
creditors, suppliers, lessors, and other interested
parties;
i. value securities offered by the Debtors in connection
with a Restructuring;
j. advise the Debtors and negotiate with lenders with
respect to potential waivers or amendments of various
credit facilities;
k. assist in arranging financing for the Debtors, as
requested by the Debtors;
l. provide expert witness testimony concerning any of the
subjects encompassed by any investment banking services;
m. assist the Debtors in preparing marketing materials in
conjunction with a possible Transaction;
n. assist the Debtors in identifying potential buyers or
parties in interest to a transaction and assist in any
due diligence process;
o. assist and advise the Debtors concerning the terms,
conditions, and impact of any proposed Transaction; and
p. provide other advisory services as are customarily
provided in connection with the analysis and negotiation
of a Restructuring or a transaction, as requested and
mutually agreed to by the Debtors and PJT.
PJT will be compensated under this fee structure:
a. Monthly Fee: The Debtors will pay PJT a monthly advisory
fee in the amount of $175,000, per month, in cash, with
the first Monthly Fee payable upon the execution of the
engagement letter by both parties and additional
installments of Monthly Fee payable in advance on each
monthly anniversary of the Effective Date;
b. Restructuring Fee: The Debtors will pay PJT an additional
fee equal to $10.50 million;
c. Capital Raising Fee: The Debtors will pay PJT a capital
raising fee for any financing arranged by PJT
Partners, at the Debtor's request, earned and payable
upon closing of the applicable capital raising
transaction. The Capital Raising Fee will be calculated
as 1.0% of the total issuance size for senior debt
financing, 3.0% of the total issuance size for junior
debt financing, and 5.0% of the issuance amount for
equity financing. The Capital Raising Fee will in no
event exceed $25 million;
d. Transaction Fee: Upon the consummation of a Transaction,
the Debtors will pay PJT a Transaction fee payable in
cash directly out of the gross proceeds of the
Transaction calculated as 1% of the Consideration; and
e. Expense Reimbursement: The Debtors will reimburse PJT for
all reasonable and documented out-of-pocket expenses
incurred during the engagement, including, but not
limited to, travel and lodging, direct identifiable data
processing, document production, publishing services and
communication charges, courier services, working meals,
reasonable fees and expenses of PJT's counsel (not to
exceed $100,000 except as provided in the attached
indemnification agreement without the Debtor's prior
consent not to be unreasonably withheld and without the
requirement that the retention of such counsel be
approved by the Court in any Bankruptcy Case) and other
necessary expenditures, payable upon rendition of
invoices setting forth in reasonable detail the nature
and amount of the expenses. In connection therewith the
Debtor will pay PJT on the Effective Date and maintain
thereafter a $100,000 expense advance for which PJT
Partners will account upon termination of the engagement
letter.
More information on PJT's compensation is available for free at:
http://bankrupt.com/misc/ENERGYXXI_243_pjt.pdf
Annah Kim-Rosen, Chief Compliance Officer of PJT, assures the Court
that the company is a disinterested person as defined in Section
101(14) of title 11 of the United States Code, as modified by
Section 1107(b) of the Bankruptcy Code and PJT's employment is
permissible under Sections 327(a) and 328(a) of the Bankruptcy
Code.
During the pendency of these Chapter 11 cases, PJT intends to apply
for compensation for professional services rendered and
reimbursement of expenses incurred in connection with these Chapter
11 cases, subject to the Court's approval and in compliance with
applicable provisions of the Bankruptcy Code, the Bankruptcy Rules,
the Local Rules, and the Guidelines for Reviewing Applications for
Compensation filed under 11 U.S.C. Section 330, and any other
applicable procedures and orders of the Court, including any order
approving this application (to the extent compliance is not waived)
and consistent with the proposed compensation set forth in the
Engagement Letter.
About Energy XXI
Energy XXI Ltd was incorporated in Bermuda on July 25, 2005. With
its principal operating subsidiary headquartered in Houston,
Texas, Energy XXI is engaged in the acquisition, exploration,
development and operation of oil and natural gas properties onshore
in Louisiana and Texas and in the Gulf of Mexico Shelf. It is
listed on the NASDAQ Global Select Market under the symbol "EXXI".
Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016,
bankruptcy petitions in the U.S. Bankruptcy Court for the Southern
District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928). The
petitions were signed by Bruce W. Busmire, the CFO. Judge Karen
K.
Brown is assigned to the cases.
Energy XXI Ltd on April 14, 2016, also filed a winding-up petition
commencing an official liquidation proceeding under the laws of
Bermuda before the Supreme Court of Bermuda.
The Debtors sought bankruptcy protection after reaching a deal
with
lenders on the filing of a restructuring plan that would convert
$1.45 billion owed to second lien noteholders into equity of the
reorganized company.
The Debtors have hired Vinson & Elkins LLP as counsel, Gray Reed &
McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda
counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as
investment banker, Opportune LLP as financial advisor, Epiq
Systems, Inc., as notice and claims agent.
ENERGY XXI: WilmerHale Represents Ad Hoc Group of Noteholders
-------------------------------------------------------------
Wilmer Cutler Pickering Hale and Dorr LLP submitted with the
Southern District of Texas a verified statement pursuant to Rule
2019 of the Federal Rules of Bankruptcy Procedure telling the Court
that the Firm represents, in Energy XXI Ltd., et al.'s Chapter 11
cases, an ad hoc group of certain holders and investment advisors
and managers for holders of obligations arising from the 8.25%
Senior Notes due 2018 issued pursuant to that certain Indenture,
dated as of Feb. 14, 2011, by and among EPL Oil & Gas, Inc.,
certain of EPL's subsidiaries, as guarantors, and U.S. Bank
National Association, as trustee.
Prior to the filing of the Chapter 11 Cases, on Feb. 9, 2015, an ad
hoc group of holders of the Notes formed and retained WilmerHale to
represent the interests of the holders in connection with
negotiations with EPL regarding a potential out-of-court
restructuring of the Notes. From time to time thereafter, certain
holders of the Notes joined the group and others ceased to be
members of the group. On April 13, 2016, the group was reorganized
at the Noteholders' request to represent their interests in
connection with these Chapter 11 Cases, and, as of May 3, 2016, the
group consists solely of the Noteholders.
WilmerHale does not represent or purport to represent any other
entities in connection with the Chapter 11 Cases. WilmerHale does
not represent the Noteholders as a "committee" and does not
undertake to represent the interests of, and is not a fiduciary
for, any creditor, party in interest, or entities other than the
Noteholder group. In addition, except as otherwise explicitly
disclosed in this Statement, the group and the Noteholders do not
represent or purport to represent any other entities in connection
with the Chapter 11 Cases.
Additional holders of the Notes may become members of the group,
and certain Noteholders may cease to be members of the group in the
future. WilmerHale reserves the right to amend or supplement this
Statement in accordance with the requirements set forth in
Bankruptcy Rule 2019.
WilmerHale can be reached at:
WILMER CUTLER PICKERING HALE AND DORR LLP
Dennis L. Jenkins, Esq.
Benjamin W. Loveland, Esq.
60 State Street
Boston, MA 02109
Tel: (617) 526-6000
Fax: (617) 526-5000
E-mail: dennis.jenkins@wilmerhale.com
benjamin.loveland@wilmerhale.com
About Energy XXI
Energy XXI Ltd was incorporated in Bermuda on July 25, 2005. With
its principal operating subsidiary headquartered in Houston,
Texas, Energy XXI is engaged in the acquisition, exploration,
development and operation of oil and natural gas properties onshore
in Louisiana and Texas and in the Gulf of Mexico Shelf. It is
listed on the NASDAQ Global Select Market under the symbol "EXXI".
Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016,
bankruptcy petitions in the U.S. Bankruptcy Court for the Southern
District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928). The
petitions were signed by Bruce W. Busmire, the CFO. Judge Karen
K. Brown is assigned to the cases.
Energy XXI Ltd on April 14, 2016, also filed a winding-up petition
commencing an official liquidation proceeding under the laws of
Bermuda before the Supreme Court of Bermuda.
The Debtors sought bankruptcy protection after reaching a deal
with lenders on the filing of a restructuring plan that would
convert $1.45 billion owed to second lien noteholders into equity
of the reorganized company.
The Debtors have hired Vinson & Elkins LLP as counsel, Gray Reed &
McGraw, P.C., as special counsel, Conyers Dill & Pearman as Bermuda
counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as
investment banker, Opportune LLP as financial advisor, Epiq
Systems, Inc., as notice and claims agent.
EPICENTER PARTNERS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Epicenter Partners L.L.C. 16-05493
5515 East Deer Valley Drive
Phoenix, AZ 85054
Gray Meyer Fannin LLC 16-05494
5515 East Deer Valley Drive
Phoenix, AZ 85054
Type of Business: Single Asset Real Estate
Chapter 11 Petition Date: May 16, 2016
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Paul Sala (16-05493)
Hon. Madeleine C. Wanslee (16-05494)
Debtors' Counsel: Anthony P. Cali, Esq.
STINSON LEONARD STREET, LLP
Stinson Leonard Street
1850 N Central Ave, Ste 2100
Phoenix, AZ 85004
Tel: 602.212.8509
Fax: 602.586.5209
E-mail: anthony.cali@stinsonleonard.com
- and -
Thomas J. Salerno, Esq.
STINSON LEONARD STREET, LLP
1850 N Central Ave., Ste. 2100
Phoenix, AZ 85004
Tel: 602-212-8508
Fax: 602-240-6925
E-mail: thomas.salerno@stinsonleonard.com
Estimated Estimated
Assets Liabilities
----------- -----------
Epicenter Partners L.L.C. $100M-$500M $50M-$100M
Gray Meyer Fannin LLC $100M-$500M $50M-$100M
The petitions were signed by Bruce Gray, member.
A. List of Epicenter Partners's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Arizona State Land Deferred Rent $4,149,393
Department
1616 W Adams St
1st Fl
Phoenix, AZ 85007
Beus Gilbert PLLC
$579,201
701 N 44th St.
Phoenix, AZ 85008
Hilgart Wilson, LLC $212,646
Kutak Rock LLP $205,577
Maricopa County Treasurer $86,735
City of Phoenix City $56,866
David Evans & Associates $53,971
KRYS Global $40,000
CivTech, Inc. $21,164
Desert Ridge Community Association $17,654
CCBG Architects, Inc. $7,301
Wilks, Lukoff &
Bracegirdle, LLC $6,320
Snell & Wilmer, LLP $6,179
Wilson & Company $5,716
Spray Systems
Environmental $2,546
Thomas Title & Escrow LLC $2,200
Maricopa County Treasurer $2,085
Coy Landscaping & Maintenance $2,038
CT Corporation $380
Cohen Kennedy $350
B. List of Grey Meyer's Four Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Arizona State Land $4,149,393
Department
1616 W Adams St 1st Fl
Phoenix, AZ 85007
Maricopa County Treasurer $86,735
KRYS Global $40,000
Maricopa County Treasurer $2,085
EQUINIX INC: Asset Divestitures No Impact on Fitch's 'BB' IDR
-------------------------------------------------------------
Fitch Ratings believes the ratings for Equinix, Inc., including the
company's 'BB' Long-Term Issuer Default Rating (IDR) and Stable
Rating Outlook, are unaffected by the announced agreement to divest
eight data center assets as a condition of obtaining clearance from
the European Commission to obtain regulatory approval for the
acquisition Telecity Group plc (Telecity), which closed in January
2016.
On May 16, 2016, Equinix announced it reached an agreement with
Digital Realty Trust, Inc. (Digital Realty) whereby Equinix will
sell eight data centers (seven Telecity and one Equinix) spanning
213,000 net sellable square feet for $874 million, or about 12.5x
EBITDA (based on Equinix's publicly disclosed EBITDA figure of $70
million for the divested assets). The transaction is subject to
regulatory approval and is expected to close in the third quarter
of 2016 (3Q2016). Related to the transaction, Digital Realty
granted Equinix an option to acquire an internet gateway in Paris
for $215 million. The Paris transaction, assuming the option is
exercised, is expected to close in the second half of 2016, and is
subject to its own regulatory approval process and confirmatory
diligence by Equinix.
The sale of additional retail facilities to the world's largest
wholesale data center provider is likely to further speculation
that wholesale providers will compete more aggressively in the
retail space, considering Digital Realty's acquisition of Telx Inc.
(Telx) in October 2015. Fitch does not view rising competitive
intensity from wholesale providers as a significant risk for
Equinix for the following reasons: (i) Fitch believes Digital
Realty's two recent acquisitions are primarily motivated by
interconnectivity and network density, as opposed to pivoting its
business model to focus on smaller deal sizes; (ii) different
go-to-market approaches - Digital Realty continues to focus on
network and cloud customers versus Equinix's strategy of targeting
enterprise customers; (iii) wholesale providers acquiring retail
facilities can dilute margins or funds from operations (FFO)
metrics. Digital Realty's two recent acquisitions are unique with
regard to synergies from owning several Telx facilities prior to
that acquisition and the opportunity to acquire the
Equinix/Telecity facilities at a multiple significantly lower than
what Equinix paid for the assets due to the forced nature of the
sale; and (iv) adding a successful retail business is not as simple
as partitioning a facility into smaller sized cages; significant
operational know-how with regard to managing this customer base is
required. This is evidenced by Digital Realty's difficulty in
successfully building out its retail business prior to the
acquisition of Telx.
Fitch expects the impact on leverage from the sale to be minimal as
Equinix was already accounting for seven of the eight assets as
discontinued operations. Pro forma for the divestiture, Fitch
estimates total pro forma adjusted leverage (total adjusted debt to
operating EBITDAR and including a full year of Telecity and
Bit-isle EBITDA) as of March 31, 2016 of 5.1x, versus Fitch's
negative rating sensitivity of 5.0x. Fitch expects Equinix to
reduce leverage below the rating sensitivity level by the end of
2016.
Fitch assumes Equinix will use the majority of the sale proceeds to
help fund its expansion activity (debt documents require the
company reinvest in the business or repay secured debt), which
Fitch expects to comprise over 80% of an expected $900 million to
$1 billion of total capital expenditures for fiscal 2016. Fitch
forecasts capital intensity in the low to mid 20% range over the
rating horizon, and negative free cash flow (FCF) due to required
REIT dividend distributions.
KEY RATING DRIVERS
Rating strengths include:
-- Scale, network density and reputation as a world-class premium
colocation provider;
-- Increasing interconnection revenue mix is a positive driver
for growth, profitability and retention;
-- Stable business model highlighted by over 90% recurring
revenue and churn consistently in the 2.0%-2.5% range;
-- Low customer concentration - its largest and top 10 customers
account for 3.0% and 16.6% of total revenue, respectively.
Rating concerns include:
-- Capital intensity from the high cost of building new capacity;
Fitch expects capital intensity in the low to mid 20% range
over the rating horizon;
-- Required REIT dividends constrain FCF and limit ability to
deliver outside of EBITDA growth;
-- High operating leverage based on fixed costs from labor, power
and rent, accounting for roughly 70% of total cash expenses;
-- Low unencumbered asset coverage due mainly to leasing the
majority of its square footage.
KEY ASSUMPTIONS
-- Average pro forma annual revenue growth in the high single
digits over the rating horizon;
-- Overall cabinet utilization between 78%-80% per year;
-- Stable overall MRR per cabinet;
-- EBITDA margin expands to reflect benefits of increased scale;
-- Tax rate of 10%-15% per year, reflecting taxes paid from
taxable REIT subsidiaries;
-- Expansion capital expenditures of $50,000 per cabinet install;
recurring capex of 4%-4.5% of revenue per year; capital
intensity (capex/revenue) approaches the low 20% range over
the rating horizon;
-- Dividend payout ratio OF 45% of AFFO;
-- FCF negative over the rating horizon.
RATING SENSITIVITIES
Future developments that may, individually or collectively, lead to
a negative rating action include:
-- Debt-financed acquisitions that increase leverage above
Fitch's rating sensitivity or dilute margins; financial impact
will be considered in context of strategic rationale;
-- Fitch's expectation of leverage (rent adjusted) sustaining
above 5.0x;
-- Indications of heightened liquidity risk as debt maturities
approach.
Future developments that may, individually or collectively, lead to
a positive rating action include:
-- Fitch's expectation of leverage (rent adjusted) sustaining
below 4.0x;
-- Unencumbered asset coverage of about 2.0x;
-- Consistent positive FCF generation, but still allowing for
sufficient capital investment to maintain market leadership
and premium offering.
LIQUIDITY
Fitch believes negative FCF over the rating horizon limits internal
sources of liquidity. The company had $1,457 million available
under its $1.5 billion revolver ($43 million LOCs and $0 drawn) as
of March 31, 2016. Fitch estimates about $1.5 billion in cash and
cash equivalents pro forma for sale proceeds from the divestiture
($1.3 billion assuming exercise of the option to acquire the Paris
internet gateway), but expects the company to reduce this to a more
normalized level over the next two years.
While other REITs can often leverage unencumbered assets to address
liquidity needs, Equinix's data centers are mostly leased (owned
assets represent 33% of gross square footage and 34% of recurring
revenue), limiting sources of contingent liquidity. However, its
owned facilities are mainly in top global markets, implying a lower
capitalization rate in a sale or financing scenario. Fitch
estimates unencumbered asset coverage of below 1.5x, which is weak
relative to the 'BB' rating category. Fitch believes Equinix's
strong business and operating profile characteristics described
above provide key offsets to this risk.
As of March 31, 2016, total unadjusted debt was $7.2 billion and
consisted of:
-- $1,500 million revolving credit facility (unfunded) due 2019;
-- $459 million term loan A due 2019;
-- $681 million term Loan B due 2023;
-- $50 million mortgage and other loans payable;
-- $1,600 million capital lease and other financing obligations;
-- $422 million bridge term loan;
-- $500 million 4.875% senior notes due 2020;
-- $750 million 5.375% senior notes due 2022;
-- $1,000 million 5.375% senior notes due 2023;
-- $500 million 5.750% senior notes due 2025;
-- $1,100 million 5.875% senior notes due 2026;
-- $29 million Brazil financings;
-- $150 million 4.750% convertible notes due 2016.
EXTREME PLASTICS: Court OKs Cash Collateral Use Until May 20
------------------------------------------------------------
The Bankruptcy Court for the District of Delaware entered a fifth
interim order authorizing Extreme Plastics Plus, Inc., and EPP
Intermediate Holdings, Inc., to use certain "Cash Collateral, all
of which Cash Collateral is presently subject to security
interests, liens, mortgages, and rights of set-off claimed by
Citizens Bank of Pennsylvania, as agent for the prepetition
Lenders.
Pursuant to the Fifth Interim, the Debtors may use the Cash
Collateral through earlier of May 20, 2016, and the time when the
Agent's consent to the Debtors' use of Cash Collateral is
terminated in accordance with the terms of the Order. Likewise, the
Debtors have agreed to comply with these milestones for the
marketing and sale of substantially all of the Debtors' assets:
(a) Submission of indications of Interest. The Debtors shall
require potential purchasers to submit their indications of
interest no later than May 16, 2016.
(b) Excess Inventory Liquidation. No later than May 6, 2016, the
Debtors shall present a written plan to the Agent to liquidate
their excess inventory and equipment that sets forth the process,
including the hiring of a liquidator or similar professional, by
which the Debtors intend to liquidate their excess inventory and
equipment.
A full-text copy of the Fifth Interim Order, dated May 4, 2016 is
available at https://is.gd/jgTRHH
The Debtors and Debtors-in-possession are represented by:
William D. Sulllivan, Esq.
William A. Hazeltine, Esq.
SULLIVAN HAZELTINE ALLINSON LLC
901 North Market Street, Suite 1300
Wilmington, DE 19801
Telephone: (302) 428-8191
Facsimile: (302) 428-8195
Email: bsullivan@sha-llc.com
whazeltine@sha-llc.com
-- and --
Chris L. Dickerson, Esq.
Marc J. Carmel, Esq.
PAUL HASTINGS LLP
71 South Wacker Drive, 45th Floor
Chicago, IL 60606
Telephone: (312) 499-6000
Facsimile: (312) 499-6100
Email: chrisdickerson@paulhastings.com
marccarmel@paulhastings.com
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.
FILMED ENTERTAINMENT: Wants June 6 Exclusive Plan Filing Deadline
-----------------------------------------------------------------
Filmed Entertainment Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York to extend the Debtor's exclusive
period to solicit acceptances of its Chapter 11 liquidating plan by
30 days, through and including June 6, 2016. Unless extended, the
Debtor's Exclusive Solicitation Period will expire on May 6, 2016.
Objections to the motion must be filed by May 19, 2016, at 4:00
p.m. (New York Time). The Debtor will present for signature to the
Court on May 20, 2016, at 12:00 p.m. (New York Time) the proposed
order, pursuant to Section 1121(d) of the Bankruptcy Code extending
the Debtor's exclusive period to solicit acceptances of its Plan.
The extension requested is necessary to provide the Debtor with
additional time to solicit votes for the Plan. Unless extended,
the current Exclusive Solicitation Period is set to expire 12 days
before the voting deadline and almost a month before the
confirmation hearing. The Debtor, thus, seeks additional time to
solicit and tabulate votes on what it believes is a confirmable
Plan.
The Debtor and the Official Committee of Unsecured Creditors
engaged in extensive discussions regarding the general construct of
the Plan filed shortly after the of substantially all of the
Debtor's assets to Edge Line Ventures LLC. Prior to filing, the
Debtor circulated numerous drafts of the Disclosure Statement and
Plan to the Committee and its secured creditor, the two largest
creditors in this Chapter 11 case, incorporating many of their
comments into the Plan and Disclosure Statement.
The Debtor resolved all objections to the Disclosure Statement
prior to the hearing in connection therewith and anticipates
consensually resolving any objections that may be raised to the
Plan.
On March 31, 2016, the Court approved that certain stipulation and
order between the Debtor and PBGC, successfully resolving PBGC's
lien and alleged secured claim. Additionally, the Debtor has been
in discussions with its two largest creditor constituencies, the
Committee and the Secured Creditor, at virtually every stage of the
Chapter 11 case. The Committee and the Secured Creditor agreed to
the general construct of the Plan prior to its filing.
The Debtor and Committee are also working together closely to draft
the the liquidation trust agreement and select a liquidation
trustee. The Debtor also continues to engage the Committee and the
Secured Creditor in discussions regarding certain provisions in the
Plan and Liquidation Trust Agreement.
The Debtor believes the Plan will be confirmed if it is afforded
the opportunity to complete the solicitation and vote tabulation
process. The lapse of the Solicitation Period prior to the Voting
Deadline could potentially result in other parties seeking to
terminate the Debtor's Exclusive Solicitation Period, disrupting
the tremendous strides the Debtor has made toward successfully
confirming the Plan.
The Debtor continues to pay its undisputed postpetition obligations
in the ordinary course of its business, and is not delinquent on
any undisputed postpetition obligations.
About Filmed Entertainment Inc.
Filmed Entertainment Inc. owned and operated the "Columbia House
DVD Club," a direct-to-customer distributor of movies and
television series in the United States. FEI conducts its business
through physical catalogues and through the --
http://www.columbiahouse.com/Web site. FEI was historically
active in the musical compact disc business, but exited the music
business in 2010. Founded in 1955 as a division of CBS Inc. to
sell vinyl records and cassette tapes, FEI is a unit of Pride Tree
Holdings, Inc., which acquired FEI in December 2012.
On Aug. 10, 2015 FEI filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 15-12244) in Manhattan, New York. The case is pending
before the Honorable Shelley C. Chapman.
The Debtor tapped Griffin Hamersky P.C. as counsel and Prime Clerk
LLC as claims and noticing agent.
The Debtor estimated assets of $1 million to $10 million and debt
of $50 million to $100 million.
The U.S. Trustee for Region 2 appointed five creditors of Filmed
Entertainment to serve on the official committee of unsecured
creditors. The Committee is represented by Lowenstein Sandler LLP.
FORTESCUE METALS: Bank Debt Trades at 6% Off
--------------------------------------------
Participations in a syndicated loan under which Fortescue Metals
Group Ltd is a borrower traded in the secondary market at 94.42
cents-on-the-dollar during the week ended Friday, May 6, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.64 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 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 May 6.
FUSION TELECOMMUNICATIONS: Gets Noncompliance Notice from Nasdaq
----------------------------------------------------------------
Fusion Telecommunications International, Inc. received a staff
determination letter from Nasdaq on May 9, 2016, stating that the
Company was not in compliance with its rules for continued listing,
Rule 5635(b), because it violated the shareholder approval
requirement.
As disclosed in a regulatory filing with the Securities and
Exchange Commission, the technical violation is based on the
Staff's determination to aggregate the 1,834,862 shares of the
Company's common stock purchased by Unterberg Technology Partners,
L.P. from the Company in December 2015 with shares of the Company's
common stock issued in February 2016 as a result of Unterberg's
waiver of a provision contained in the Company's Series B-2
Preferred Stock that limited Unterberg's voting rights with respect
to its shares of Series B-2 Preferred Stock to a maximum of 4.99%
of the common stock outstanding or voting power outstanding.
The Nasdaq letter indicates that the Company has 45 calendar days
to submit a plan to regain compliance. If such a plan is timely
submitted by the Company, the Nasdaq Staff may grant the Company up
to 180 calendar days from May 9, 2016, to regain compliance. The
Nasdaq notification has no current effect on the listing of the
Company's common stock. The Company is reviewing various ways to
correct this technical violation, including seeking approval for
the transaction in question by its shareholders.
About Fusion Telecommunications
New York City-based Fusion Telecommunications International, Inc.,
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.
Fusion reported a net loss attributable to common stockholders of
$9.80 million on $101.69 million of revenues for the year ended
Dec. 31, 2015, compared to a net loss attributable to common
stockholders of $4.31 million on $92.05 million of revenues for the
year ended Dec. 31, 2014. As of Dec. 31, 2015, Fusion had $105.75
million in total assets, $91.29 million in total liabilities and
$14.45 million in total stockholders' equity.
GEORGE THOMAS MCKAY: U.S. Trustee Forms 3-Member Committee
----------------------------------------------------------
Gail Brehm Geiger, acting U.S. trustee for Region 18, on May 16
appointed three creditors of George Thomas McKay to serve on the
official committee of unsecured creditors.
The committee members are:
(1) Patricia Ellingson,
* Chairperson
c/o Law Office of Jo‐Hanna Read
Attn: Jo‐Hanna Read, Attorney at Law
600 N. 36th Street, #306
Seattle, WA 98103‐8698
(206) 739‐7547
(253) 244‐9828 (fax)
jolawyer@read‐law.com
paul@read‐law.com
(2) James Ellingson
c/o Law Office of Jo‐Hanna Read
Attn: Jo‐Hanna Read, Attorney at Law
600 N. 36th Street, #306
Seattle, WA 98103‐8698
(206) 739‐7547
(253) 244‐9828 (fax)
jolawyer@read‐law.com
paul@read‐law.com
(3) James Ellingson, on behalf of his minor child, O.P.E.
c/o Law Office of Jo‐Hanna Read
Attn: Jo‐Hanna Read, Attorney at Law
600 N. 36th Street, #306
Seattle, WA 98103‐8698
(206) 739‐7547
(253) 244‐9828 (fax)
jolawyer@read‐law.com
paul@read‐law.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
George Thomas McKay (Bankr. W.D. Wash., Case No. 16-41831) sought
protection under Chapter 11 of the Bankruptcy Code on April 28,
2016. The Debtor is represented by Richard S Ross, Esq.
GLOBAL RENAISSANCE ACADEMY: US Trustee Unable to Appoint Committee
------------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Global Renaissance Academy of Distinguished
Educat.
Global Renaissance Academy Of Distinguished Education (Bankr. D.
Ariz., Case No. 16-02228) sought protection under Chapter 11 of the
Bankruptcy Code on March 8, 2016. The Debtor is represented by
Pernell W. McGuire, Esq., at Davis Miles McGuire Gardner, PLLC.
GREAT BASIN: Files Prospectus on Proposed Units Offering
--------------------------------------------------------
Great Basin Scientific, Inc., filed with the Securities and
Exchange Commission a Form S-1 registration statement relating to
the offering of an undetermined amount of units, each Unit
consisting of one share of the Company's common stock, par value
$0.0001 and one Series G Warrants, each Series G Warrant to
purchase one share of our common stock. The Units are being
offered at an assumed public offering price of $ _____ per Unit,
the last reported sale price of the Company's common stock on the
NASDAQ Capital Market on May ____ , 2016.
The Units will not be issued to purchasers or certificated.
Purchasers will receive only shares of common stock and Series G
Warrants. The common stock and the Series G Warrants may be
transferred separately immediately upon issuance.
Each Series G Warrant is exercisable to purchase one share of the
Company's common stock for a period of five years from their date
of issuance. Each Series G Warrant will have an initial exercise
price per share that is not less than 100% of the last reported
sale price of the Company's common stock on The NASDAQ Capital
Market as of the close of trading immediately prior to the pricing
of this offering.
The Company's common stock is listed on the NASDAQ Capital Market
under the symbol "GBSN." On May 10, 2016, the last reported sales
price of the Company's common stock on the NASDAQ Capital Market
was $2.43 per share. There is no established trading market for
the Series G Warrants and the Company does not expect active
trading market to develop. In addition, the Company does not
intend to list the Series G Warrants on any securities exchange or
other trading market. Without an active trading market, the
liquidity of the Series G Warrants will be limited. The Company
has applied to the NASDAQ Capital Market for the listing of, (i)
the shares of common stock underlying the Units and (ii) the shares
of common stock issuable upon the exercise of the Series G
Warrants. Listing of such securities will be subject to the
Company fulfilling all the listing requirements of the NASDAQ
Capital Market.
A full-text copy of the preliminary Form S-1 prospectus is
available for free at https://is.gd/xEX239
About Great Basin
Great Basin Scientific is a molecular diagnostic testing company
focused on the development and commercialization of its patented,
molecular diagnostic platform designed to test for infectious
disease, especially hospital-acquired infections. The Company
believes that small to medium sized hospital laboratories, those
under 400 beds, are in need of simpler and more affordable
molecular diagnostic testing methods. The Company markets a system
that combines both affordability and ease-of-use, when compared to
other commercially available molecular testing methods, which the
Company believes will accelerate the adoption of molecular testing
in small to medium sized hospitals. The Company's system includes
an analyzer, which it provides for its customers' use without
charge in the United States, and a diagnostic cartridge, which the
Company sells to its customers.
Great Basin reported a net loss of $57.9 million in 2015 following
a net loss of $21.7 million in 2014.
As of March 31, 2016, Great Basin had $27.6 million in total
assets, $70.99 million in total liabilities, and a total
stockholders' deficit of $43.4 million.
Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has incurred substantial losses from operations causing
negative working capital and negative operating cash flows. These
issues raise substantial doubt about its ability to continue as a
going concern.
GYMBOREE CORP: Bank Debt Trades at 22% Off
------------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 77.70
cents-on-the-dollar during the week ended Friday, May 6, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 2.12 percentage points from the
previous week. Gymboree Corp pays 350 basis points above LIBOR to
borrow under the $0.82 billion facility. The bank loan matures on
Feb. 23, 2018 and carries Moody's B3 rating and Standard & Poor's
CCC+ 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 May 6.
HAMILTON SUNDSTRAND: Bank Debt Trades at 10% Off
------------------------------------------------
Participations in a syndicated loan under which Hamilton Sundstrand
Industrial is a borrower traded in the secondary market at 89.58
cents-on-the-dollar during the week ended Friday, May 6, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.80 percentage points from the
previous week. Hamilton Sundstrand pays 300 basis points above
LIBOR to borrow under the $1.675 billion facility. The bank loan
matures on Dec. 10,, 2019 and carries Moody's B3 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 May 6.
HEAVENLY VISION: Wants Exclusive Plan Filing Extended to Sept. 9
----------------------------------------------------------------
Heavenly Vision Christian Center Inc. asks the U.S. Bankruptcy
Court for the Southern District of New York to extend (a) the
exclusive time period during which the Debtor may file a plan of
reorganization for an additional approximate 120 days, through and
including Sept. 9, 2016, from May 13, 2016; and (b) the exclusive
period within which the Debtor may solicit acceptances to a plan of
reorganization for an additional approximate 120 days, through and
including Nov. 9, 2016, from July 12, 2016.
A hearing on the motion is set for June 7, 2016, at 10:00 a.m.
Objections to the extensions must be filed by May 31, 2016.
The Debtor has not yet filed a Chapter 11 plan of reorganization
and a disclosure statement.
Soon after the Petition Date, the Debtor spent much of the early
administration of this case stabilizing its operations and
addressing bankruptcy case needs. The Debtor then proceeded to
examine all church operations and expenditures and, thereafter,
streamlined operations and implemented significant cost cuts, which
included the reduction of personnel. The Debtor also engaged in a
multitude of discussions with its counsel (and further consulted
with multiple real estate brokerage professionals) about the
prospective sale of certain real property owned by the church in
order to deliberate upon and assess its options and means for
rehabilitation.
The Debtor anticipates remaining current with post-petition
expenses, including quarterly fees due to the U.S. Trustee, during
the administration of the case.
As stated in the Debtor's first motion seeking to extend
exclusivity, which was resolved by consent order (with the consent
of the Debtor's mortgagee and largest creditor), the Debtor expects
to reorganize its financial affairs based upon, among other things,
the sale of one or more parcels of real estate. First, the Debtor
seeks to sell the lots. The lots are unencumbered and if the
Debtor's efforts prove successful, the price yielded by the lots
will strongly influence how this case develops and the precise
terms of a plan to be formulated by the Debtor.
The Debtor, through its counsel, has been in frequent communication
with mortgagee's counsel and anticipates further direct
communications therewith as the critical and potential sale of the
lots develops. Therefore, at this juncture, it is premature for
the Debtor to file its Plan.
Heavenly Vision Christian Center Inc., dba Heavenly Vision Prayer
Mountain, fka Cristiana Fuente De Salvacion Inc., is a church that
operates out of, and services its community at, the real property
located at 2868 Jerome Avenue, Bronx, New York. It also owns a
retreat property in Westerlo, New York and 2 vacant lots on
Sedgwick Avenue in the Bronx, New York.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 15-13035) on Nov. 13, 2015, estimating its assets
and liabilities at between $1 million and $10 million each. The
petition was signed by Salvador Sabino, pastor and president.
Judge Shelley C. Chapman presides over the case.
Adam P. Wofse, Esq., at Lamonica Herbst & Maniscalco, LLP, serves
as the Debtor's bankruptcy counsel.
HOSPITAL AUDIENCES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Hospital Audiences, Inc.
33-02 Skillman Avenue, 1st Floor
Long Island City, NY 11101
Case No.: 16-42119
Chapter 11 Petition Date: May 16, 2016
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Hon. Carla E. Craig
Debtor's Counsel: Fred Stevens, Esq.
KLESTADT WINTERS JURELLER SOUTHARD &
STEVENS, LLP
200 West 41st Street, 17th Floor
New York, NY 10036-7203
Tel: 212-972-3000
Fax: 212-972-2245
E-mail: fstevens@klestadt.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ken Berger, acting executive director.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
HYPNOTIC TAXI: Exclusive Solicitation Deadline Moved to July 15
---------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York has extended, at the behest of
Hypnotic Taxi LLC, et al., the exclusive period for the Debtor to
solicit acceptances of the reorganization plan by 60 days through
July 15, 2016.
As reported by the Troubled Company Reporter on April 19, 2016, the
Debtors sought the extension of the exclusive period during which
they may solicit acceptances to their Joint Plan of Reorganization,
dated March 14, 2016. Pursuant to the Court's order dated Jan.y
19, 2016, the Debtors' exclusive periods to file a plan and seek
acceptances and rejections thereof were set to expire on March 18,
2016, and May 17, 2016, respectively. The Debtors filed the Plan
ahead of the March 18, 2016 filing deadline but the current hearing
on the disclosure statement is scheduled for May 4, 2016, only 13
days prior to the deadline to solicit acceptances. Even assuming
that the disclosure statement is approved following the May 4
hearing, it is impossible to solicit acceptances within 13 days,
the Debtors said. Accordingly, the Debtors seek an additional
60-day extension of the exclusive period to solicit acceptances to
the Plan to July 15, 2016. Unless extended, the Debtors' current
exclusive solicitation period was set to expire on May 17, 2016.
About Hypnotic Taxi
Hypnotic Taxi LLC and 21 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D.N.Y. Lead Case No. 15-43300) on
July 22, 2015. The petition was signed by Evgeny Freidman as sole
and managing member.
The Debtors are either limited liability companies or corporations
organized under the laws of the State of New York. The Debtors
maintain an office at 330 Butler Street, Brooklyn, New York 11217.
The Debtors each own either two or three New York City Medallions
issued by the New York City Taxi and Limousine Commission ("TLC")
and related Taxi Vehicles. The Debtors collectively own 46
Medallions and Taxi Vehicles.
Klestadt Winters Jureller Southard & Stevens LLP serves as the
Debtors' counsel. Judge Carla E. Craig presides over the case.
The Debtors each own either two or three medallions issued by the
New York City Taxi and Limousine Commission that permit taxi
services to be performed by the Debtors.
Hypnotic Taxi LLC disclosed total assets of $1,941,314 and total
liabilities of $2,825,401 as of the Petition Date.
The U.S. Trustee for Region 2 appointed three creditors to serve
on
the official committee of unsecured creditors. The Committee
tapped White & Williams LLP as counsel and EisnerAmper as its
accountants and financial advisors.
ICY GOLD: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Icy Gold, LLC.
Icy Gold, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 15-29585) on November 4, 2015. The
Debtor is represented by Chad T. Van Horn, Esq., at Van Horn Law
Group, P.A.
INSTITUTE OF CARDIOVASCULAR: Affiliates Seek to Hire GlassRatner
----------------------------------------------------------------
Ice Holdings PLLC and Ice Real Estate Holdings LLC seek approval
from the U.S. Bankruptcy Court for the Middle of Florida to hire
GlassRatner Advisory & Capital Group LLC as their financial
advisor.
As financial advisor, GlassRatner will provide these services to
the Debtors, which are both affiliates of Institute of
Cardiovascular Excellence PLLC:
(a) give advice to the Debtors with respect to their powers
and duties as a debtor-in-possession and the continued
management of their business operations;
(b) advise the Debtors with respect to their finances and
guide them in making financial decisions for their
operations;
(c) prepare financial documents for the Debtors' edification
and use in making financial decisions;
(d) protect the financial interest of the Debtors in all
matters pending before the court;
(e) provide financial advice to the Debtors in negotiation
with its creditors and in the preparation of a
confirmable plan.
Though GlassRatner is not seeking a post-petition retainer from the
Debtors, the firm is seeking a $25,000 post-petition retainer from
Institute of Cardiovascular in the company's bankruptcy case only.
Alan Barbee, a principal at GlassRatner, disclosed in an affidavit
that the firm does not have any connection with the Debtors and
their creditors in matters related to their Chapter 11 cases.
GlassRatner can be reached through:
Alan Barbee
GlassRatner Advisory & Capital Group LLC
1400 Centrepark Boulevard, Suite 860
West Palm Beach, FL 33401
abarbee@glassratner.com
- and -
Alan Barbee
GlassRatner Advisory & Capital Group LLC
142 W. Platt Street, Suite 118
Tampa, Florida 33606
abarbee@glassratner.com
The Debtors can be reached through:
Aaron A. Wernick
Furr and Cohen, P.A.
Attorneys for the Debtors
2255 Glades Road
One Boca Place, Suite 337W
Boca Raton, FL 33431
Tel: (561) 395-0500
Fax: (561) 338-7532
Email: awernick@furrcohen.com
About Institute of Cardiovascular
Institute of Cardiovascular Excellence, PLLC, based in Ocala,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
16-01491) on April 20, 2016. Aaron A Wernick, Esq., at Furr &
Cohen, PA, serves as counsel to the Debtor. In its petition, the
Debtor estimated $0 to $50,000 in assets and $10 million to $50
million in liabilities. The petition was signed by Asad Qamar,
manager.
INTEGRATED BIOPHARMA: Posts $33,000 Net Income for Third Quarter
----------------------------------------------------------------
Integrated Biopharma, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $33,000 on $10.97 million of net sales for the three months
ended March 31, 2016, compared to a net loss of $106,000 on $9.67
million of net sales for the same period in 2015.
For the nine months ended March 31, 2016, the Company reported net
income of $211,000 on $30.83 million of net sales compared to net
income of $845,000 on $28.54 million of net sales for the nine
months ended March 31, 2015.
As of March 31, 2016, Integrated Biopharma had $14.1 million in
total assets, $23.2 million in total liabilities, and a total
stockholders' deficiency of $9.08 million.
At March 31, 2016, the Company's working capital deficit was
approximately $0.6 million, a decrease of approximately $1.9
million in the Company's working capital deficit of approximately
$2.5 million at June 30, 2015. The Company's current assets
increased by approximately $2.4 million and its current liabilities
increased by approximately $0.5 million. The significant
improvement in the working capital deficit was the result of the
refinancing of the Term Note with PNC Bank on
Feb. 19, 2016. The refinancing provided approximately $2.0 million
of cash, increasing our long term debt; such proceeds were used to
pay down the revolving credit facility, decreasing the Company's
current liabilities at the time of the repayment.
As of March 31, 2016, the Company had cash of $0.5 million, funds
available under its revolving credit facility of approximately $1.5
million and a working capital deficit of $0.6 million.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/W2S16H
About Integrated BioPharma
Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/-- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products. The Company's
customers are located primarily in the United States. The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc. The Company was
reincorporated in its current form in Delaware in 1995. The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.
Integrated Biopharma reported net income of $735,000 on $37.5
million of net sales for the year ended June 30, 2015, compared to
net income of $131,000 on $33.7 million of net sales for the year
ended June 30, 2014.
INTERLEUKIN GENETICS: Files Form S-1 Prospectus with SEC
--------------------------------------------------------
Interleukin Genetics, Inc. filed a Form S-1 registration statement
relating to the offering of up to ______ Class A Units (each
consisting of one share of the Company's common stock and a Series
A warrant to purchase ______ of a share of the Company's common
stock at an exercise price per share equal to ________ % of the
public offering price of the Class A Units. The shares of common
stock and Series A warrants underlying a Class A Unit are
immediately separable and will be issued separately in this
offering.
The Company is also offering to those purchasers, if any, whose
purchase of Class A Units in this offering would otherwise result
in the purchaser, together with its affiliates and certain related
parties, beneficially owning more than 4.99% of the Company's
outstanding common stock immediately following the consummation of
this offering, the opportunity, in lieu of purchasing Class A
Units, to purchase Class B Units. Each Class B Unit will consist
of one share of the Company's Series B Convertible Preferred Stock,
or the Series B Preferred, with a stated value of $1,000 per share
and convertible into shares of the Company's common stock at the
public offering price of the Class A Units, together with the
equivalent number of Series A warrants as would have been issued to
such purchaser if they had purchased Class A Units based on the
public offering price. The Series B Preferred does not generally
have any voting rights but is convertible into shares of common
stock. The shares of Series B Preferred and Series A warrants
underlying a Class B Unit are immediately separable and will be
issued separately in this offering.
The Company's common stock is traded on the OTCQB under the symbol
"ILIU." The last reported sale price of the Company's common stock
on the OTCQB on May 12, 2016, was $0.20 per share. At the
Company's 2015 annual meeting of stockholders, the Company received
stockholder approval to effect a reverse stock split in a range of
not less than 1-for-5 and not more than 1-for-40. Prior to the
effectiveness of the registration statement of which this
prospectus is a part, the Company intends to effect a reverse stock
split within this range, and the Company intends to apply for
listing of its common stock on The NASDAQ Capital Market under the
symbol " " subject to and upon completion of this offering.
No assurance can be given that the Company's application will be
approved. There is no established public trading market for the
Series A warrants or Series B Preferred, and the Company does not
expect a market to develop. In addition, the Company does not
intend to apply for listing of the Series A warrants or the Series
B Preferred on any securities exchange or trading system.
A full-text copy of the Form S-1 prospectus is available at:
https://is.gd/bYt5VG
About Interleukin
Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.
Interleukin reported a net loss of $7.89 million on $1.44 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $6.33 million on $1.81 million of total revenue for the
year ended Dec. 31, 2014.
As of March 31, 2016, Interleukin had $4.61 million in total
assets, $8.37 million in total liabilities, and a total
stockholders' deficit of $3.75 million.
Grant Thornton LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has incurred
recurring losses from operations and has an accumulated deficit
that raise substantial doubt about the Company's ability to
continue as a going concern.
J. CREW: Bank Debt Trades at 20% Off
------------------------------------
Participations in a syndicated loan under which J. Crew is a
borrower traded in the secondary market at 80.46
cents-on-the-dollar during the week ended Friday, May 6, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.23 percentage points from the
previous week. J. Crew pays 300 basis points above LIBOR to borrow
under the $1.56 billion facility. The bank loan matures on Feb. 27,
2021 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 May 6.
KINGWOOD FOOD: Seeks to Hire Peter Johnson as Legal Counsel
-----------------------------------------------------------
Kingwood Food Enterprises Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire the Law
Offices Of Peter Johnson as its bankruptcy counsel.
The Debtor tapped the firm to provide these services:
(1) assist the Debtor in the general administration of
its Chapter 11 case;
(2) prepare court documents in connection with the sale of
the Debtor's property, and the assumption or rejection of
its leases;
(3) prepare and file any necessary complaint to sell or
recover property of the estate;
(4) negotiate and draft documents required for a plan of
Reorganization; and
(5) represent the debtor-in-possession at various court
Hearings.
The current hourly rate of Peter Johnson, the principal attorney
currently designated to represent the Debtor, is $450. Other
attorneys or legal assistants from the firm who may represent the
Debtor will likewise bill for actual time spent at their respective
standard current rates.
The firm will also seek reimbursement of its expenses, according to
court filings.
Mr. Johnson, Esq., disclosed in an affidavit that his firm does not
represent interest adverse to the Debtors' estate, and that the
firm's attorneys are disinterested persons as defined under Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Peter Johnson
Law Offices of Peter Johnson
11 Greenway Plaza, Suite 2820
Houston, Texas 77046
Phone: (713) 961-1200
Fax: (713) 961-0941
About Kingwood Food
Kingwood Food Enterprises Inc. sought protection under Chapter 11
of the Bankruptcy Code in the Southern District of Texas (Houston)
(Case No. 16-32304) on May 2, 2016.
The petition was signed by Sajjad Pasha, president. The case is
assigned to Judge Karen K. Brown.
The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.
LA CASA DE LAS PUERTAS: Seeks Approval to Hire Wong as Counsel
--------------------------------------------------------------
La Casa De Las Puertas Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to hire Nicolas A. Wong Law
Offices as its counsel.
Nicolas A. Wong Law Offices will charge for its services on an
hourly basis. The engagement will be headed by Nicolas A. Wong,
Esq., a principal at the firm, whose billing rate is $225 per hour.
Meanwhile, the firm's associates will receive $150 per hour while
paralegals will receive $85 per hour.
Mr. Wong disclosed in a court filing that his firm does not have
any interest materially adverse to the Debtor's estate and that it
is a disinterested person as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Nicolas A. Wong
PO Box 361193
San Juan, PR 00936-1193
Tel.: 787-370-0322
Fax: 787-622-4849
Email: lcdo.nwong@gmail.com
About La Casa De Las Puertas
La Casa De Las Puertas Inc. sought protection under Chapter 11 of
the Bankruptcy Code in the District of Puerto Rico (Old San Juan)
(Case No. 16-01444) on February 26, 2016.
The petition was signed by Luis A. Tarrido Rosario, president. The
case is assigned to Judge Enrique S. Lamoutte Inclan.
The Debtor disclosed total assets of $865,000 and total debts of
$1.65 million.
LAKE TAHOE PARTNERS: Gets Approval to Hire MacConaghy as Counsel
----------------------------------------------------------------
The Chapter 11 trustee of Lake Tahoe Partners, LLC received court
approval from the U.S. Bankruptcy Court for the Northern District
of California to hire MacConaghy & Barnier, PLC as her legal
counsel.
Linda Green, the Chapter 11 trustee, tapped the firm to provide
these services:
(a) assist in the administration of certain assets of the
estate;
(b) investigate and litigate potential prepetition and post-
petition transfers and other claims, if warranted;
(c) promulgate a plan of reorganization, or recommend
conversion or dismissal, if warranted;
(d) perform such other services as may reasonably be required
during the progression of the case.
The firm will be paid on an hourly basis for its services and will
be reimbursed for work-related expenses.
John MacConaghy's current hourly rate is $500 while Jean Barnier's
hourly rate is $425. Meanwhile, the current hourly rate for the
firm's paralegals is $150.
The firm does not have any interest adverse to the Debtor with
respect to the matters upon which the law firm is to be employed,
according to a declaration by Ms. Barnier, Esq., a principal at
MacConaghy & Barnier.
MacConaghy & Barnier can be reached through:
John H. MacConaghy, Esq.
Jean Barnier, Esq.
MacConaghy & Barnier
645 First Street West, Suite D
Sonoma, CA 95476
Telephone: (707) 935-3205
Email: jbarnier@macbarlaw.com
About Lake Tahoe
Lake Tahoe Partners LLC, a single asset real estate, filed a
Chapter 11 bankruptcy petition (Bankr. N.D. Calif. Case No.
16-10150) on March 1, 2016. The petition was signed by Tim Wilkens
as CEO. The Debtors estimated assets in the range of $10 million
to $50 million and liabilities of at least $10 million. The Law
Offices of Michael Brook serves as the Debtor's counsel. Judge
Thomas E. Carlson represents the Debtor as counsel.
LAWRENCE SCHIFF: Ch 11 Trustee Hires EisnerAmper as Fin'l Advisor
-----------------------------------------------------------------
William G. Schwab, Chapter 11 Trustee for the estate of Lawrence
Schiff Silk Mills, Inc., seeks permission from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to to retain
EisnerAmper LLP as financial advisor, nunc pro tunc to May 2,
2016.
EisnerAmper will, among other things provide these services:
a. assessment of the Debtor's cash flow requirements,
including the preparation and maintenance of short-term
cash flow projections and reporting, as required;
b. development, preparation, and presentation of operating
plans and financial projections, as agreed upon;
c. preparation of reports and compliance reporting, as
required;
d. assistance with analysis and reconciliation of financial
information as requested by the Chapter 11 Trustee and
counsel;
e. development of a plan of restructuring, including a sale
process pursuant to Section 363 of the Bankruptcy Code
and its associated due diligence processes;
f. participation in court hearings and, if necessary,
provide expert testimony in connection with any hearing
before the Court regarding the case; and
g. perform other tasks as appropriate and may be requested
by the Chapter 11 Trustee and counsel for the Chapter 11
Trustee.
EisnerAmper will bill at its normal hourly rates and the principal
individuals at the firm designated to represent the Chapter 11
Trustee, and their current hourly rates, are:
Edward A. Phillips, Partner $540
Ryan W. Farley, Manager $310
Partners/Principals $440-$620
Directors $365-$520
Managers/Senior Managers $240-$445
Paraprofessionals/Staff $125-$295
Edward A. Phillips, a partner at EisnerAmper, assures the Court
that the firm doens't have any connections as contemplated by
Bankruptcy Rule 2014(a). Neither EisnerAmper nor any employee at
the firm holds or represents an interest adverse to the Chapter 11
Trustee or the Debtor's estate. Neither EisnerAmper nor any
employee of the firm is a creditor, an equity security holder, or
an insider of the Debtor.
About Lawrence Schiff Silk Mills
Founded in 1918 and headquartered in Quakertown, PA, Lawrence
Schiff Silk Mills, Inc.'s primary business was the manufacturing
of ribbons, bows, ties, straps, webbing and over 500 additional
woven, fabricated materials for more than 1,000 customers
worldwide. LSSM served the global industrial, apparel, military,
medical, packaging and hospitality markets.
On April 5, 2016, Pyramid Realty Group, LP, Aero Energy and Grant
Industries, Inc. filed an involuntary petition under Chapter 11 of
Title 11 of the United States Code pursuant to Sec. 303 of the
Bankruptcy Code against Lawrence Schiff Silk Mills (Bankr. E.D.
Pa. Case No. 16-12396). Pyramid is owned by Richard J. Schiff, who
holds a minority equity stake in Debtor, owns RJLS Enterprises,
Inc., and owns or owned the Debtor's predecessor entities.
On April 22, 2016, upon agreement between the Debtor and the
Petitioning Creditors, the Court entered a Consent Order for Relief
in Involuntary Chapter 11 Case. The Consent Order granted relief
to Debtor under Chapter 11 of the Bankruptcy Code as of the Relief
Date.
The Petitioning Creditors are represented by Jeffrey Kurtzman,
Esq., at Kurtzman Steady LLC.
William G. Schwab has been appointed the Chapter 11 Trustee for the
Debtor's estate.
LAWRENCE SCHIFF: Ch 11 Trustee Retains Klehr Harrison as Counsel
----------------------------------------------------------------
William G. Schwab, Chapter 11 Trustee for the estate of Lawrence
Schiff Silk Mills, Inc., asks for authorization from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to retain
Klehr Harrison Harvey Branzburg LLP as bankruptcy counsel, nunc pro
tunc to May 2, 2016.
Klehr Harrison will:
a. advise the Chapter 11 Trustee with respect to his rights,
powers, and duties in this case;
b. take all necessary action to protect and preserve the
Debtor's estate, including, without limitation, the
prosecution of actions no its behalf, defense of any
actions commenced against the Debtor, the negotiations
concerning all litigation and disputes in which the
Debtor is involved, and review, analysis and objections
to claims filed against the Debtor's estate;
c. prepare and file all necessary motions, applications,
answers, orders, reports and papers in connection with
the administration of the Debtor's estate; and
d. perform all other necessary legal services in connection
with the case.
Klehr Harrison will bill at its normal hourly rates (Partners:
$360-$710; Associates: $230-$425; Paralegals: $150-$240). The
principal attorneys at Klehr Harrison designated to represent the
Chapter 11 Trustee, and their current hourly rates, are:
Richard M. Beck, Partner $595
Corinne Samler Brennan, Associate $325
Richard M. Beck, Esq., a partner at Klehr Harrison, assures the
Court that the firm doesn't have any connections, as contemplated
by Bankruptcy Rule 2014(a). Neither Klehr nor any attorney at the
firm holds or represents an interest adverse to the Chapter 11
Trustee or the Debtor's estate. Neither Klehr Harrison nor any
attorney at the firm is a creditor, an equity security holder, or
an insider of the Debtor.
About Lawrence Schiff Silk Mills
Founded in 1918 and headquartered in Quakertown, PA, Lawrence
Schiff Silk Mills, Inc.'s primary business was the manufacturing
of ribbons, bows, ties, straps, webbing and over 500 additional
woven, fabricated materials for more than 1,000 customers
worldwide. LSSM served the global industrial, apparel, military,
medical, packaging and hospitality markets.
On April 5, 2016, Pyramid Realty Group, LP, Aero Energy and Grant
Industries, Inc. filed an involuntary petition under Chapter 11 of
Title 11 of the United States Code pursuant to Sec. 303 of the
Bankruptcy Code against Lawrence Schiff Silk Mills (Bankr. E.D.
Pa. Case No. 16-12396). Pyramid is owned by Richard J. Schiff, who
holds a minority equity stake in Debtor, owns RJLS Enterprises,
Inc., and owns or owned the Debtor's predecessor entities.
On April 22, 2016, upon agreement between the Debtor and the
Petitioning Creditors, the Court entered a Consent Order for Relief
in Involuntary Chapter 11 Case. The Consent Order granted relief
to Debtor under Chapter 11 of the Bankruptcy Code as of the Relief
Date.
The Petitioning Creditors are represented by Jeffrey Kurtzman,
Esq., at Kurtzman Steady LLC.
LEVEL III TRADING: Seeks to Hire Singleton Kellner as Accountant
----------------------------------------------------------------
The Chapter 11 trustee of Level III Trading Partners, L.P. seeks
approval from the U.S. Bankruptcy Court for the Eastern District of
Louisiana to employ Singleton, Kellner, Bolding, Avant & Albarado
LLC as his accountant
Patrick Cotter, the bankruptcy trustee, said the Debtor's confirmed
Chapter 11 plan and the litigation trust agreement require him to
prosecute all claims of the estate, and that he needs the services
of an accountant for the purposes of investigating and providing
expert opinions.
Mr. Cotter proposed to pay the accounting firm at the rate of $200
per hour, subject to further approval by the court.
Singleton Kellner does not hold or represent any interest adverse
to the trustee or to the Debtor's estate, and that the firm is
disinterested within the meaning of Section 101 of the Bankruptcy
Code, according to court filings.
Mr. Cotter can be reached through:
Adam G. Young, Esq.
Laura N. Buck, Esq.
Young, Cotter & Meade, LLC
909 Poydras St., Suite 1600
New Orleans, LA 70112
Tel: 504-799-3100
Fax: 504-717-2846
E-mail: adam@ycmlawfirm.com
Level III Trading Partners, L.P.'s bankruptcy proceedings began
with the filing of an involuntary Chapter 7 petition against the
Company (Bankr. E.D. La. Case No. 2:13-bk-12120) on Aug. 2, 2013,
by petitioning creditor Kenneth Alexander McAshan, Charlotte
Collins Meade, and Samantha Simms McAshan. The Petitioning
Creditors were represented by:
Adam G Young, Esq.
315 S. College, Suite 163
Lafayette, LA 70503
Tel: (337) 261-8800
Fax: (337) 234-3133
E-mail: Adam@AdamYoungLaw.com
The case was later converted to Chapter 11 and Patrick Cotter was
appointed as Chapter 11 trustee. He has retained his own firm,
Young, Cotter & Meade, LLC, for legal advice.
LINN ENERGY: Taps Prime Clerk as Claims & Noticing Agent
--------------------------------------------------------
Linn Energy, LLC, et al., ask the U.S. Bankruptcy Court for the
Southern District of Texas to appoint Prime Clerk LLC as claims,
noticing, and solicitation agent in the Debtors' Chapter 11 cases
effective nunc pro tunc to the Petition Date.
Prime Clerk will, among other things:
(i) serve as the noticing agent to mail notices to the
estates' creditors, equity security holders, and parties
in interest;
(ii) provide computerized claims, objection, soliciting, and
balloting database services; and
(iii) provide expertise, consultation, and assistance in claim
and ballot processing and other administrative services
with respect to the Debtors' bankruptcy cases, pursuant
to the provisions of the engagement agreement.
Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $60,000. Prime Clerk seeks to first
apply the retainer to all prepetition invoices, and thereafter, to
seek to have the retainer replenished to the original retainer
amount, and thereafter, to hold the retainer under the engagement
agreement during these Chapter 11 cases as security for the payment
of fees and expenses incurred under the engagement agreement.
Prime Clerk will be paid these hourly rates for its services:
Analyst $30-$45
Technology Consultant $55-$95
Consultant/Senior Consultant $65-$170
Director $175-$195
Chief Operating Officer and
Executive Vice President No Charge
Solicitation Consultant $195
Director of Solicitation $210
Michael J. Frishberg, Co-President and Chief Operating Officer of
Prime Clerk, assures the Court that neither Prime Clerk, nor any of
its professionals, has any materially adverse connection to the
Debtors, their creditors or other relevant parties, and that
neither Prime Clerk nor any of its partners or employees hold or
represent any interest materially adverse to the Debtors' estates
with respect to any matter upon which Prime Clerk is to be engaged.
To the best of the Debtors' knowledge, Prime Clerk is a
disinterested person as that term is defined in Bankruptcy Code
section 101(14), as modified by Bankruptcy Code Section 1107(b), as
Prime Clerk represents in the Frishberg Declaration, among other
things, that Prime Clerk's members and employees are not and were
not, within two years before the date of the filing of these
Chapter 11 cases, creditors, equity security holders, insiders, or
employees of the Debtors. In addition, as set forth in the
Frishberg Declaration:
(a) Prime Clerk, its members, and its employees are not and
were not, within two years before the date of the filing
of these Chapter 11 cases, creditors, equity security
holders, insiders or employees of the Debtors;
(b) Prime Clerk will not consider itself employed by the
U.S. government and will not seek any compensation from
the U.S. government in its capacity as the claims and
noticing agent in these Chapter 11 cases;
(c) By accepting employment in these Chapter 11 cases, Prime
Clerk waives any rights to receive compensation from the
U.S. government in connection with these Chapter 11
cases;
(d) In its capacity as the claims and noticing agent in
these Chapter 11 cases, Prime Clerk will not be an agent
of the U.S. and will not act on behalf of the U.S.;
(e) Prime Clerk will not employ any past or present
employees of the Debtors in connection with its work as
the claims and noticing agent in these Chapter 11 cases;
(f) In its capacity as claims and noticing agent in these
Chapter 11 cases, Prime Clerk will not intentionally
misrepresent any fact to any person;
(g) Prime Clerk shall be under the supervision and control
of the Clerk's office with respect to the receipt and
recordation of claims and claim transfers;
(h) Prime Clerk will comply with all requests of the Clerk's
office and the guidelines promulgated by the Judicial
Conference of the U.S. for the implementation of 28
U.S.C. Section 156(c); and
(i) None of the services provided by Prime Clerk as claims
and noticing agent in these Chapter 11 cases will be at
the expense of the Clerk's office.
Prime Clerk will supplement its disclosure to the Court if any
facts or circumstances are discovered that would require additional
disclosure.
Prime Clerk can be reached at:
Prime Clerk LLC
Attn: Shai Waisman
830 3rd Avenue, 9th Floor
New York, NY 10022
Tel: (212) 257-5450
E-mail: swaisman@primeclerk.com
About Linn Energy
Headquartered in Houston, Texas, Linn Energy, LLC, and its
affiliates are independent oil and natural gas companies. The LINN
Debtors and Berry are operationally integrated.
The Debtors' workforce, which is not unionized, includes
approximately 1,650 employees. Collectively, as of year-end 2015,
the Debtors have approximately 27,000 gross productive wells in the
United States, including in California, Colorado, Illinois, Kansas,
Louisiana, Michigan, New Mexico, North Dakota, Oklahoma, Texas,
Utah, and Wyoming. As of year-end 2015, the Debtors had
approximately 4.5 trillion cubic feet equivalent of proved
reserves, of which approximately 26 percent were oil, 59 percent
were natural gas, and 15 percent were natural gas liquids. The
Debtors also own and operate pipelines, processing facilities, and
steam generators to support their production activities.
Michael C. Linn, a director on the Linn Energy and LinnCo boards,
founded LINN Energy in 2003. Since then, the Debtors have grown
from a small operator of natural gas wells into one of the largest
independent oil and gas companies in the United States. Over the
ensuing period, the Debtors carried out over 60 acquisitions and
other transactions with a total value of approximately $17
billion.
In December 2013, the Debtors acquired Berry in a stock-for-stock
transaction valued at approximately $4.6 billion, inclusive of
Berry's net funded debt. To effectuate the transaction, LinnCo
acquired all of Berry's outstanding shares in exchange for the
issuance of LinnCo shares, and Berry's pre-acquisition funded
debt remained outstanding.
Each of Linn Energy, LLC and 14 of its subsidiaries filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Proposed Lead Case No. 16-60040) on May 11, 2016. The
petitions were signed by Arden L. Walker, Jr., chief operating
officer of LINN Energy.
The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Jackson Walker
L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial advisor,
AlixPartners as restructuring advisor and Prime Clerk LLC as
claims, notice and balloting agent.
The cases are pending joint administration before Judge David R.
Jones.
MARCIE ELECTRIC: Seeks to Hire John Bohl as Accountant
------------------------------------------------------
Marcie Electric, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Michigan to hire John Bohl & Associates
LLC as its accountant.
The Debtor tapped the firm to provide these services:
(1) assist the Debtor in the administration of the estate;
(2) prepare monthly financial statements and reports to the
court and the U.S. Trustee;
(3) assist the Debtor with its accounting system, to prepare
any corporate tax returns for the Debtor and to advise
the Debtor on matters related to taxation and bankruptcy;
(4) assist the Debtor and its counsel in the formulation of
a plan of reorganization and related plan projections,
liquidation analysis and claims analysis;
(5) advise the Debtor and its counsel on any other matters
relating to finance, accounting, taxes and reorganization
of the bankruptcy estate.
In exchange for its services, John Bohl & Associates will be paid
on an hourly basis. The firm's professionals and their hourly
rates are:
John C. Bohl $250
Ann Marie Quinlan $150
Accounting Staff & Paraprofessionals $50 - $100
Mr. Bohl, a partner at John Bohl & Associates, disclosed in an
affidavit that his firm does not hold or represent any interest
adverse to the Debtor's estate and that its employment is
consistent with Sections 101(14) of the Bankruptcy Code.
John Bohl & Associates LLC can be reached through:
John C. Bohl
24359 Northwestern Hwy. Suite 250
Southfield, MI 48075
jb@johnbohl.com
248-356-3150 Ext. 224
Marcie Electric can be reached through:
Guy T. Conti
The Law Office of Guy T. Conti, PLLC
2045 Hogback Road
Ann Arbor, MI 48105
888-489-3232
gconti@contilegal.com
About Marcie Electric
Marcie Electric Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 16-30892) on April 10,
2016. The Debtor is represented by Guy T. Conti, Esq., at The Law
Office of Guy T. Conti, PLLC.
MARK TECHNOLOGIES: Seeks Authority to Use Revenue Stream as Cash
----------------------------------------------------------------
Mark Technologies Corporation asks the Bankruptcy Court to enter an
order directing EDF Renewable Energy, Inc., to immediately release
to the Debtor the funds generated from postpetition electricity
sales that are deposited into the Trust, and to timely release all
future revenues from such electricity sales to the Debtor.
The Debtor further seeks Court authority to use the revenue stream
as cash collateral for its continued operation of its business and
preservation of the bankruptcy estate.
The Debtor narrates that its primary assets are Real Property in
Whitewater, California and the wind turbine generators ("WTG") and
associated electrical infrastructure that are located on the Real
Property -- comprising the Debtor's operating wholesale wind energy
generation projects that are generating an approximately $2.5
million revenue that is currently being held by the Trust.
Pursuant to a power purchase contract between Southern California
Edison Company ("SCE") and Flowind Corporation -- that was later on
assigned to the Debtor in February 1987 -- SCE purchases
electricity that is generated and delivered from these Projects,
and ultimately, gave rise to the creation of the Alta Mesa Power
Purchase Contract Trust, an agreement between the Debtor, SCE, City
National Bank, as Trustee Bank and EDF's predecessors.
According to the Debtor, the Trust has been created for the purpose
of, inter alia, "allocating and disbursing the payments received
from SCE..." to project owners, where SCE deposits its payments
into a bank account owned by the trust, and an Operational Trustee
is charged with allocating the SCE revenues to the individual
Projects based on the amount of electricity produced and delivered
to SCE by each Project -- EDF is the current Operational Trustee of
the Trust.
However, the Debtor tells the Court that it has not received any
disbursement from the Trust since August 2015, despite repeated and
consistent demands upon EDF to do so, and despite the fact that EDF
and its subsidiaries have no colorable claim to any such funds.
The Debtor points out that EDF's refusal to release the electricity
sales revenue -- an ongoing violation of the automatic stay -- has
severely obstructed its ability to maintain the safety and
integrity of the very large and complex electrical power generation
facilities on its Real Property.
The Debtor further points out that since the ongoing operation of
the Projects generates revenue that is necessary to pay for all
operation, repair and maintenance expenses, there is absolutely no
reason to allow the assets of the bankruptcy estate to degrade or
to be lost or wasted, because once the Debtor is allowed to use the
revenue generated by the Projects, the Debtor will be able to
perform certain needed deferred maintenance and repairs on the WTGs
and stabilize and maintain the safety of the Projects, and in turn,
the Debtor will also be able to propose a feasible plan of
reorganization.
A full-text copy of the Cash Collateral Motion dated April 25, 2016
is available at https://is.gd/XgOPq9
Secured Creditors EDF Renewable Energy, Inc., Alta Mesa Phase III
Partners, EDF Renewable Windfarm IV, Inc., and EDF Renewable
Services, Inc. submit their response to the Debtor's Cash
Collateral Motion, maintaining that: (a) they own the WTGs that the
Debtor now claims to be operating, (b) they are the 95%+
beneficiaries of the Trust for the Debtor has assigned it to the
Trust nearly 30 years ago, and (c) they have judgment liens against
both the Debtor's Real Property and personal property that extend
to proceeds from the use of those properties, which means that the
Secured Parties have a security interest in the funds generated by
the operation of the WTGs.
The Secured Parties opposes the Debtor's proposal to use EDF's cash
collateral for the Court and the creditors cannot completely
evaluate the Debtor's request to use cash to operate the WTGs at a
substantial loss -- requiring the Debtor to obtain financing to
fund the massive shortfalls the Debtor is projecting -- while
having no idea what the proposed terms of the debtor in possession
financing are, and also because the Debtor's Motion proposes no
adequate protection payments to the Secured Parties.
Attorneys for Debtor in Possession:
Todd Turoci, Esq.
Julie Philippi, Esq.
THE TUROCI FIRM
3845 Tenth Street
Riverside, CA 92501
Telephone: 888-332-8362
Facsimile: 866-762-0618
Email: mail@theturocifirm.com
Secured Creditors are represented by:
J. Barrett Marum, Esq.
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
A Limited Liability Partnership
379 Lytton Avenue
Palo Alto, California 94301-1479
Telephone: 650.815.2600
Facsimile: 650.815.2601
Email: bmarum@sheppardmullin.com
About Mark Technologies
Mark Technologies Corporation filed a Chapter 11 bankruptcy
petition (Bankr. C.D. Cal. Case No. 16-12192) on March 11, 2016.
The petition was signed by Mark G. Jones, as president.
MTC's principal businesses are real property and alternative energy
development. MTC is a wholly-owned subsidiary of METC, Inc., a
California corporation, whose controlling shareholder and member of
the Board of Directors is Mark G. Jones, who is also the President
of MTC.
The Turoci Firm represents the Debtor as its general bankruptcy
counsel. The Hon. Wayne E. Johnson has been assigned the case.
MBAC FERTILIZER: Delays Q1 Filings, TSX Share Delisting Extended
----------------------------------------------------------------
MBAC Fertilizer Corp. on May 13, 2016, disclosed that further to
its press release dated April 15, 2016, the Toronto Stock
Exchange's (the "TSX") scheduled delisting of the common shares and
warrants of the Company has been extended to June 10, 2016. This
extension is intended to allow the Company additional time to
complete the transition of the listing of its common shares to the
TSX Venture Exchange (the "TSXV") in connection with the Company's
proposed recapitalization transaction (the "Recapitalization"), as
described in the press release of the Company dated April 5, 2016.
There can be no assurance that a listing on the TSXV, or another
exchange, will be obtained before MBAC is delisted from the TSX or
at all.
In connection with the implementation of the Recapitalization, the
extrajudicial restructuring process in Brazil under The Bankruptcy
Law (11,101/2005) relating to certain of the Company's Brazilian
subsidiaries (the "Brazil Proceeding") was filed on May 4, 2016 and
the required court proceedings have been commenced to seek approval
of the Brazilian restructuring plan. The Company is continuing to
finalize preparations for its proposed proceedings under the
Companies' Creditors Arrangement Act (Canada) (the "CCAA
Proceeding") with the anticipation of commencing those proceedings
and filing its plan of compromise and arrangement in the near
future.
MBAC also disclosed that it has determined that it will not be in a
position to file its interim consolidated financial statements for
the three months ended March 31, 2016 and related management's
discussion and analysis (collectively, the "Q1 Filing") by May 16,
2016, the required filing due date, as a result of the Company's
ongoing financial constraints. Accordingly, the Company expects a
cease trade order will be issued by the Canadian securities
regulators under the provisions of National Policy 12-203 Cease
Trade Orders for Continuous Disclosure Defaults. MBAC is currently
working diligently to complete the Q1 Filing and expects to be able
to have the Q1 Filing filed on or about June 10, 2016.
About MBAC
MBAC -- http://www.mbacfert.com/-- is focused on becoming a
significant integrated producer of phosphate fertilizers and
related products in the Brazilian market. MBAC has an experienced
team with significant experience in the business of fertilizer
operations, management, marketing and finance within Brazil. MBAC
owns and operates the Itafos Arraias SSP Operations, which consists
of an integrated fertilizer producing facility comprised of a
phosphate mine, a mill, a beneficiation plant, a sulphuric acid
plant, an SSP plant and a granulation plant and related
infrastructure located in central Brazil ("Itafos Operations").
The Itafos Operations are estimated to have production capacity of
approximately 500,000 tonnes of SSP per annum. MBAC's exploration
portfolio includes a number of additional exciting projects, which
are also located in Brazil. The Santana Phosphate Project is a
high-grade phosphate deposit located in close proximity to the
largest fertilizer market of Mato Grosso State and animal feed
market of Para State.
MCK MILLENNIUM: Lender Seeks Adequate Protection
------------------------------------------------
Lender MLMT 2005-MKB2 Millennium Centre Retail LLC asks the U.S.
Bankruptcy Court to direct MCK Millennium Centre Retail LLC to
provide adequate protection for its use of the Lender's Cash
Collateral due to the improper commingling of assets between the
Debtor and its affiliate.
The Lender points out that the key component of its requested
adequate protection would be to establish the framework for a sale
process that would efficiently liquidate Debtor's assets to avoid
harm to the Lender and the estate considering that the Debtor has
expressed its intention to sell the property and has made
representation that it has a stalking-horse bidder in hand.
Given the Debtor's history of delay and unwillingness to meet its
fiduciary and statutory duties, the Lender now asks the Court to
enter an order that would -- at least if adhered to by the Debtor
-- provide a modicum of adequate protection to the Lender as well
as providing much need structure and direction to the Debtor's
Chapter 11 case.
Proposed Attorney for the Debtor:
Jonathan D. Golding, Esq.
THE GOLDING LAW OFFICES, PC
500 N. Dearborn Street, 2nd Floor
Chicago, IL 60654
Telephone: (312) 832-7892
Facsimile: (312) 755-5720
Email: jgolding@goldinglaw.net
Attorneys for MLMT 2005 MKB2 Millennium Centre Retail LLC:
Leslie A. Bayles, Esq.
Donald A. Cole, Esq.
BRYAN CAVE LLP
161 North Clark Street, Suite 4300
Chicago, IL 60601
Telephone: (312) 602-5000
Facsimile: (312) 602-5050
Email: leslie.bayles@bryancave.com
donald.cole@bryancave.com
-- and --
Lawrence P. Gottesman, Esq.
ALLEGAERT BERGER & VOGEL LLP
111 Broadway, 20th Floor
New York, New York 10006
Telephone: (212) 571-0550
Facsimile: (212) 571-0555
Email: lgottesman@abv.com
About MCK Millennium
MCK Millennium Centre Realty, LLC filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 16-06369) on February 25, 2016. The
petition was signed by by William A Marovitz, member. Hon. Jack B.
Schmetterer presides over the case. The Debtor estimated assets of
$10 million to $50 million and estimated debts of $0 to $50,000.
MCK MILLENNIUM: Seeks Authority to Use Cash Collateral
------------------------------------------------------
MCK Millennium Centre Realty, LLC, seeks authority from the U.S.
Bankruptcy Court to use cash collateral in the operation of its
business -- a commercial property located at 33 West Ontario, in
Chicago, Illinois.
The Debtor relates that while it has been trying to negotiate with
the Lender an agreed cash collateral order, the Lender has refused
to acknowledge that the prepetition rents collected and held by the
Debtor do not constitute the Lender's postpetition cash collateral,
and worse, the Lender has been uncooperative, refusing to provide
the Debtor with billing statements and accounting for the
application of funds as well as the calculation of any payoff
amount.
Moreover, the Lender filed its own "Motion for Adequate Protection
and Segregation of Cash Collateral" without informing the Debtor
that it is cutting off any negotiations, preventing the Debtor to
use the cash collateral and object to the Lender's claim, and in
order for the Lender to pursue its demand that the Debtor stipulate
to the validity of the Lender’s claim.
Based on the payoff that the Lender has provided the Debtor on
March 11, 2016, reflects the Lender's claims in an amount of
$10,510,304, and as per the Debtor's Jan. 30, 2015 appraisal, the
Debtor's estate is valued at $15,750,000, and for which the Debtor
intends to provide this appraisal to qualifying bidders --
exploring a possible conditional offer of $16,000,000 -- exceeding
the claim of the Lender by no less than $3,239,695 and potentially
more than $5,239,695 -- as such, the Lender is oversecured by
approximately 30%-50% of its purported claim.
Since the Lender is enjoying an enormous equity cushion, it is
adequately protected and as such, no ongoing adequate protection
payments are required for the Debtor in order to be authorized to
use the Lender's cash collateral, the Debtor asserts.
A full-text copy of the Cash Collateral Motion is available at
https://is.gd/NaEvzj
Attorneys for MLMT 2005 MKB2 Millennium Centre Retail LLC:
Leslie A. Bayles, Esq.
Donald A. Cole, Esq.
BRYAN CAVE LLP
161 North Clark Street, Suite 4300
Chicago, IL 60601
Telephone: (312) 602-5000
Facsimile: (312) 602-5050
Email: leslie.bayles@bryancave.com
donald.cole@bryancave.com
-- and --
Lawrence P. Gottesman, Esq.
ALLEGAERT BERGER & VOGEL LLP
111 Broadway, 20th Floor
New York, New York 10006
Telephone: (212) 571-0550
Facsimile: (212) 571-0555
Email: lgottesman@abv.com
About MCK Millennium
MCK Millennium Centre Realty, LLC filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 16-06369) on February 25, 2016. The
petition was signed by by William A Marovitz, member. Hon. Jack B.
Schmetterer presides over the case. The Debtor estimated assets of
$10 million to $50 million and estimated debts of $0 to $50,000.
MIDSTATES PETROLEUM: Milbank, V&E Represent Ad Hoc Committee
------------------------------------------------------------
Milbank, Tweed, Hadley & McCloy LLP and Vinson & Elkins LLP filed
with the U.S. Bankruptcy Court for the Southern District of Texas a
verified statement pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure in connection with their representation of the
ad hoc committee of holders of Midstates Petroleum Company, Inc.,
et al.'s 10.0% second lien senior secured notes due 2020 and the
12.0% third lien senior secured notes due 2020.
In May 2015, the Cross-Over Ad Hoc Committee retained Milbank Tweed
to represent it in connection with a potential restructuring of the
Debtors. In or around April 2016, the Cross-Over Ad Hoc Committee
retained V&E to serve as co-counsel in connection with a potential
restructuring of the Debtors.
As of May 5, 2016, Milbank Tweed and V&E represent only the
Cross-Over Ad Hoc Committee and do not represent or purport to
represent any entities other than the Cross-Over Ad Hoc Committee
in connection with the Debtors' Chapter 11 cases. In addition, the
Cross-Over Ad Hoc Committee does not represent or purport to
represent any other entities in connection with the Debtors'
Chapter 11 cases.
The members of the Cross-Over Ad Hoc Committee hold disclosable
economic interests or act as investment managers or advisors to
funds and accounts that hold disclosable economic interests in
relation to the Debtors.
About Midstates Petroleum Company
Midstates Petroleum Company, Inc.
http://www.midstatespetroleum.com/-- is an independent exploration
and production company focused on the application of modern
drilling and completion techniques in oil and liquids-rich basins
in the onshore U.S. Midstates' drilling and completion
efforts are currently focused in the Mississippian Lime oil play in
Oklahoma and Anadarko Basin in Texas and Oklahoma. The Company's
operations also include the upper Gulf Coast tertiary trend in
central Louisiana.
Midstates Petroleum Company, Inc. and Midstates Petroleum Company
LLC filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos.
16-32237 and 16-32238) on April 30, 2016. Judge David R Jones
presides over the case. Edward O. Sassower, P.C., Joshua A.
Sussberg, P.C., and Jason Gott, Esq., at Kirkland & Ellis LLP,
serve as counsel to the Debtors. Matthew D Cavenaugh, Esq.,
Patricia B. Tomasco, Esq., and Jennifer F. Wertz, Esq., at Jackson
Walker LLP, serve as local counsel. Their financial advisor is
Huron Consulting Services LLC. Their investment banker is Evercore
Group L.L.C. Kurtzman Carson Consultants LLC serves as claims and
noticing agent.
As of Dec. 31, 2015, the Company listed assets of $679 million and
total debts of $2 billion.
The petitions were signed by Nelson M. Haight, executive vice
president and chief financial officer.
MOLYCORP INC: Ch.11 Trustee Seeks to Hire Ballard as Counsel
------------------------------------------------------------
The Chapter 11 trustee of Molycorp Minerals, LLC and its affiliates
seeks approval from the U.S. Bankruptcy Court for the District of
Delaware to hire Ballard Spahr LLP as his counsel.
Paul Harner, the court-appointed trustee, tapped the firm to
provide these services:
(a) provide legal advice with respect to the trustee's powers
and duties;
(b) advise and represent the trustee with respect to
compliance with all environmental and safety requirements
applicable to the Debtors;
(c) advise the trustee with respect to any sale of the
Debtors' assets;
(d) prepare on behalf of the trustee all necessary legal
papers;
(e) appear in court and protect the interests of the trustee
and the estates;
(f) advise and assist the Trustee in negotiations with the
Debtors' creditors and other stakeholders;
(g) advise the trustee concerning executory contract and
unexpired lease assumptions, assignments and rejections;
(h) assist the trustee in reviewing, estimating, and
resolving claims asserted against the Debtors' estates;
(i) advise and represent the trustee in connection with the
formulation, negotiation and promulgation of any plan of
reorganization or liquidation;
(j) advise on bankruptcy practices and procedures and
determinative case law; and
(k) perform all other legal services for the trustee.
The principal attorneys and paralegal anticipated to represent the
trustee and their current standard hourly rates are as follows:
Vincent J. Marriott, III Partner $895
Tobey M. Daluz Partner $860
Harry R. Weiss Partner $720
Matthew G. Summers Partner $650
Leslie C. Heilman Of Counsel $505
Ronald M. Varnum Of Counsel $515
Dawn A. Messick Associate $510
Lea A. Phillips Associate $360
Jason Kittinger Paralegal $230
Other attorneys and paralegals from Ballard Spahr may also serve
the trustee, with customary rates ranging from $300 to $1,295 per
hour for attorneys and $160 to $290 per hour for paralegals and
other para-professionals.
The firm will receive reimbursement for work-related expenses,
according to court filings.
Ballard Spahr said that its rates are not "significantly different"
from the rates of other comparably skilled professionals for
similar engagements.
The trustee and the firm expect to develop a prospective
budget and staffing plan to comply with the U.S. trustee's requests
for information and additional disclosures, according to Ballard
Spahr.
Vincent Marriott, III, Esq., a partner at Ballard Spahr, disclosed
in a declaration that his firm does not represent any party with a
material adverse interest to the Debtors' estates. He added that
the firm is a "disinterested person" as that term is defined in
section 101(14) of the Bankruptcy Code.
Ballard Spahr can be reached through:
Tobey M. Daluz
Matthew G. Summers
Leslie Heilman
919 N. Market Street, 11th Floor
Wilmington, Delaware 19801
Tel: (302) 252-4428
Email: daluzt@ballardspahr.com
summersm@ballardspahr.com
heilmanl@ballardspahr.com
About Molycorp, Inc.
Molycorp Inc. -- http://www.molycorp.com/-- is a global rare
earths and rare metals producer. Molycorp owns several prominent
are 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 Creditors
Committee tapped Ashby & Geddes, P.A. and Paul Hastings LLP as
attorneys.
* * *
Molycorp, Inc.'s Fourth Joint Amended Plan of Reorganization ("the
Plan") was confirmed on March 30, 2016 by the U.S. Bankruptcy Court
for the District of Delaware.
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.
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware on April 8, 2016, issued a findings of fact,
conclusions of law, and order confirming the Fourth Amended Joint
Plan of Reorganization of Molycorp, Inc., and its debtor
affiliates.
NEIMAN MARCUS: Bank Debt Trades at 5% Off
-----------------------------------------
Participations in a syndicated loan under which Neiman Marcus Group
Inc is a borrower traded in the secondary market at 94.94
cents-on-the-dollar during the week ended Friday, May 6, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.15 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 May 6.
NELSON SERVICE: Seeks Approval to Hire Beasley as Special Counsel
-----------------------------------------------------------------
Nelson Service Group, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Alabama to hire Beasley, Allen,
Crow, Methvin, Portis & Miles, P.C. as its special counsel.
The firm will represent the Debtor in a lawsuit related to the
Deepwater Horizon oil spill in the Gulf of Mexico.
The Debtor will pay the firm based on a contingency fee equal to
27% of the net recovery after the reimbursement of expenses.
Beasley Allen does not have any interest that is adverse to the
interest of the Debtor or its bankruptcy estate, according to court
filings.
The Debtor can be reached through:
Kevin D. Heard
Attorney for Debtor
Heard, Ary & Duaro LLC
303 Williams Avenue
Park Plaza, Suite 921
Huntsville, Alabama 35801
Tel: 256-535-0817
Fax: 256-535-0818
kheard@heardlaw.com
About Nelson Service
Nelson Service Group, Inc. sought protection under Chapter 11 of
the Bankruptcy Code in the Northern District of Alabama (Decatur)
(Case No. 15-83453) on December 23, 2015. The petition was signed
by Alex Nelson, president and CEO.
The Debtor is represented by Kevin D. Heard, Esq., at Heard, Ary &
Duaro LLC. The case is assigned to Judge Clifton R. Jessup Jr.
The Debtor disclosed total assets of $1.49 million and total
debts of $750,415.
NEW HOPE: Court Denies Bid to Add Dhillon as 3rd-Party Defendant
----------------------------------------------------------------
Judge Jane J. Boyle of the United States District Court for the
Northern District of Texas, Dallas Division, denies Defendant EH
National Bank's Amended Motion for Leave to Add Third Party
Defendant Jagmohan Dhillon.
This case arises from Plaintiff New Hope Hospitality, LLC,
allegedly overpaying EH National Bank during the former's Chapter
11 Bankruptcy. EH says it lent New Hope five million dollars under
a promissory note on September 17, 2008, secured by both New Hope's
real property, under a deed of trust, and two guaranty agreements,
both of which indicated Jaghoman Dhillon was unconditionally
guaranteeing New Hope's payment and performance under the Note.
However, New Hope claims it overpaid EH at least $407,868.56, and
so on May 5, 2015, sued EH in state court to recover this amount.On
July 10, 2015, EH removed the case to this Court and filed a
counterclaim seeking a declaration that it is entitled to retain
the sums it received under the Note and Confirmed Plan.
Defendant moves to add Dhillon as a third-party defendant. New Hope
filed its "objection" to the Motion which this Court construes as a
response.
A full-text copy of the Memorandum Opinion and Order dated April
12, 2016 is available at http://is.gd/jHiAMGfrom Leagle.com.
The case is NEW HOPE HOSPITALITY, LLC, Plaintiff, v. EH NATIONAL
BANK, Defendant, Civil Action No. 3:15-CV-2296-B (N.D. Tex.).
New Hope Hospitality LLC, Plaintiff, is represented by Joyce W
Lindauer, Esq. -- Joyce@joycelindauer.com -- Joyce W Lindauer
Attorney PLLC.
EH National Bank, Defendant, is represented by Mark Stromberg, Esq.
-- mark@strombergstock.com -- Stromberg Stock.
ADR Provider, Mediator, is represented by Ted Martin Akin, Esq. --
jeff@judgeakin.com -- Law Office of Ted M Akin.
EH National Bank, Counter Claimant, is represented by Mark
Stromberg, Stromberg Stock.
New Hope Hospitality LLC, Counter Defendant, is represented by
Joyce W Lindauer, Joyce W Lindauer Attorney PLLC.
NNN DORAL: Shareholder Wants Ch. 11 Trustee Sanctioned
------------------------------------------------------
Joanna George, a shareholder of NNN Doral Court 26, LLC, asked the
U.S. Bankruptcy Court to stay all proceedings pending an
investigation into Chapter 11 Trustee Barry Mukamal's failure to
disclose an adversarial relationship with the Debtors, and further
asked the Court for sanctions against Mr. Mukamal, Secured Creditor
Doral Court Debt Holdings, LLC and Banyan Street Capital, LLC.
According to the Movant, Mr. Mukamal has been retained by the
Debtors' attorneys Ehrenstein, Charbonneau, Calderinin ("ECC") as
an expert witness in Florida State Court for the Debtors, but
instead, Mr. Kumanal waived his customary up-front witness fee in
exchange for ECC agreeing to have him appointed Receiver for the
Doral Court Property as replacement to Howard Holzapel.
Eventually, the State Court and the Secured Creditor agreed to
discharge Mr. Holzapfel as receiver and appointed Mr. Mukamal
during the September 2014 evidentiary hearing, however, because of
his ever increasing demands for more and more money, Mr. Kumanal's
relationship with the Debtors soured and ended badly leaving him
out in the cold, uncompensated, the Movant narrates.
Thus, the Movant complains that as Chapter 11 Trustee, Mr. Mukamal
is now in an extraordinarily powerful position over the Debtors,
and once again, has brought financial misery -- a clear retaliation
towards the Debtors for not bowing to his fee demands in the State
Court -- specifically since the Court has given enormous deference
to Mr. Mukamal's "judgment" and approved his every request over the
protestations of the Debtors, albeit Mr. Kumanal's concealment of
his clear prejudicial bias against the Debtors.
On the other hand, Mr. Mukamal refutes the Movant assertions,
telling the Court that the Movant has just displaces her
frustration with the competitive bidding results, and as such, the
Movant's pursuit of sanctions and to stay proceedings at this point
is without merit and is not in the estates' best interest.
Mr. Mukamal points out that the Settlement agreements and sale
process that have been negotiated at arm’s length at a full-day
judicial settlement conference and vetted comprehensively at
evidentiary hearings before the Court are now all final and
non-appealable with over $25 million in proceeds disbursed to the
Secured Creditor and for the payment of real estate taxes, and the
subject property has been turned over to the Purchaser.
Moreover, Mr. Mukamal maintains that the Movant has received due
process, as she has been afforded with ample notice of all
proceedings in these bankruptcy cases, including the Mr. Mukamal's
appointment, as well as the global settlements and Chapter 11 Plan
approving the stalking horse contract with Banyan for $25.9 million
and the related competing bid process, and ultimately the approved
sale of the subject property to Banyan's affiliated entity.
Mr. Mukamal further maintains that the Movant has even filed other
objections to those agreements -- that have been overruled on their
merits -- and has also participated meaningfully at the
evidentially hearings approving those agreements, however, not once
did the Movant raised in issue before the Court that the Trustee's
judgment has been clouded or tainted by any prepetition discussions
with the parties or as to the subject property.
Joanna George is represented by:
Joanna George, in pro se.
190 Wilking Way
Sonoma, CA 95476
Telephone: 415-940-7070
Email: jgeorge@mayner.com
Plan Administrator Barry Mukamal is represented by:
David S. Samole, Esq.
KOZYAK TROPIN & THROCKMORTON, LLP
2525 Ponce de Leon, 9th Floor
Miami, FL 33134
Telephone: (305) 372-1800
Facsimile: (305) 372-3508
Email: das@kttlaw.com
About NNN Doral Court 3
NNN Doral Court 3, LLC, et al., are tenants in common, who own as
their primary asset a 209,000 sq. ft. commercial office building
and approximately 9.4 acres of land located at 8600 N.W. 36th
Street, Doral, Florida 33166.
NNN Doral Court 3, LLC, and 28 affiliates filed for Chapter 11
protection (Bankr. S.D. Fla.) on Aug. 6, 2015. The petitions were
signed by Randy George, manager and authorized bankruptcy
representative. On Aug. 11, 2015, the Court entered an order
jointly administering the related bankruptcy cases, designating
Case No. 15-24228 as the lead case.
Geoffrey S. Aaronson, Esq., Jeremy D. Evans, Esq., Tamara D.
McKeown, Esq., Lawrence M. Schantz, Esq., at Aaronzon Schantz
Beiley P.A., serve as counsel to the Debtors.
NNN Doral Court 3 estimated assets and debt at $10 million to $50
million.
Barry E. Mukamal was appointed as Chapter 11 Trustee. The Trustee
tapped Koyak Tropin & Throckmorton, LLP, as counsel. The Trustee
also won approval to employ (i) Blaine Vermeulen of All Systems,
Inc. d/b/a Vermeulen Associates, as claims consultant and public
adjuster; (ii) Michael J. Buzzella and Urban Property Management,
LLC as property manager; (iii) William C. Harris, Esq., of Merlin
Law Group, P.A., and Andrew D. Wyman, Esq. of Damaso W. Saavedra,
P.A. d/b/a Saavedra Goodwin, as special litigation counsel; Donald
Ginsburg of Realty Masters Advisors, LLC, as real estate broker;
and Jerry Markowitz, as special real estate counsel.
ODYSSEY CONTRACTING: Exclusive Plan Filing Extended to July 25
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
has extended, at the behest of Odyssey Contracting Corp., the
exclusive period to file a plan of reorganization until July 25,
2016, and the period to solicit acceptances for that plan to Sept.
21, 2016.
As reported by the Troubled Company Reporter on May 3, 2016, the
Debtor sought the extensions, saying that the Debtor is involved in
various litigation matters, the outcome of which will have a
significant impact upon the particulars of the Debtor's
reorganization. All the litigation matters are pending and being
processed by Bankruptcy Court approved Counsel. The Debtor is also
in the process of finalizing an adequate protection agreement with
its primary secured creditor herein. The Debtor tells the Court
that the filing of a Plan prior to the finalization/formalization
of an agreement with the primary secured creditor and prior to
additional progress in the various litigation matters would likely
result in a Plan with terms that are premature, speculative and
subject to amendment and change.
Odyssey Contracting Corp., based in Houston, Pennyslvania, filed a
Chapter 11 petition (Bankr. W.D. Pa. Case No. 15-22330) on June 29,
2015. Hon. Carlota M. Bohm presides over the case. Robert O
Lampl, Esq. -- rlampl@lampllaw.com -- at Robert O Lampl, Attorney
at Law, serves as the Debtor's counsel. In its petition, the
Debtor estimated $1 million to $10 million in both assets and
liabilities.
ORLANDO GATEWAY: Directed to Pay Developers' $222K Attorneys' Fees
------------------------------------------------------------------
In a removed adversary proceeding, Plaintiffs, Good Gateway, LLC,
and SEG Gateway, LLC, seek attorneys' fees and costs arising from
five state court orders awarding sanctions for discovery and
litigation abuses. This court needs to determine the amount of
attorney fees and costs Defendants Orlando Gateway, LLC, et al.
should pay for their misconduct during the discovery phase of the
parties' litigation; whether Nilhan Financial and Debtor, Orlando
Gateway Partners, are liable for the entire award; and whether the
liability is joint and several between the Defendants.
The parties have engaged in aggressive litigation in state court
for years relating to the ownership and development of valuable
real property located near the Orlando airport commonly called the
"Orlando Gateway Project." The litigation resulted in jury verdicts
totaling $14.5 million entered in favor of Plaintiffs -- Good
Gateway and SEG Gateway -- and against all Defendants, except
Nilhan Financial.
Two of the Defendants, Orlando Gateway Partners and Nilhan
Hospitality, later filed bankruptcy cases. Debtors then removed the
state court litigation to this Court before the trial court could
assess damages for the numerous discovery abuses identified in many
sanctions orders entered during the parties' litigation. All
non-debtor Defendants consented to jurisdiction and resolution of
this issue by this Court.
Plaintiffs seek the determination of the amount of awardable
sanctions, primarily attorneys' fees and costs, arising from five
of these sanctions orders. Three of the orders relate to discovery
abuses the trial court independently observed during the state
court litigation--the Fourth Motion to Compel Order, the Fifth
Motion to Compel Order, and the Omnibus Fraud Order. The remaining
two orders relate to discovery abuses connected with an earlier
bankruptcy case filed by Orlando Gateway Partners--the Case
Management Order and the 57.105 Order.
Judge Karen S. Jennemann of the United States Bankruptcy Court for
the Middle District of Florida, Orlando Division, ordered as
follows:
-- Defendants are jointly and severally liable on the sanction
orders in the total amount of $222,615.25 as of April 30, 2016,
with the exception that Nilhan Financial, LLC, is not liable for
the damages of $66,574 arising from the Omnibus Fraud Order and
Orlando Gateway Partners, LLC, is not liable for under the CMO
Order ($16,711.10) or under the 57.105 Motion/Order ($21,997);
-- Per diem interest calculated on the original sanctions
awarded will continue to accrue on a simple, non-compounded rate of
4.75% in the amount of $28.97 per day starting on May 1, 2016, at
least as to those Defendants responsible for the total award.
A full-text copy of the Memorandum Opinion dated April 29, 2016 is
available at http://is.gd/ykFmtzfrom Leagle.com.
The adversary case is ORLANDO GATEWAY PARTNERS, LLC, Plaintiff, v.
GOOD GATEWAY, LLC, et al., Defendants, Adversary No.
6:15-ap-00084-KSJ (Bankr. M.D. Fla.).
The bankruptcy case In re ORLANDO GATEWAY PARTNERS, LLC, Chapter 7,
Debtor, Case No. 6:15-bk-03448-KSJ (Bankr. M.D. Fla.).
Emerson C. Noble, Original Trustee, is represented by Jules S
Cohen, Esq. --
jules.cohen@akerman.com -- Akerman Senterfitt.
Orlando Gateway Partners, LLC, Plaintiff, is represented by Kenneth
D Herron, Jr., Esq. -- kherron@whmh.com -- Herron Hill Law Group,
PLLC.
Good Gateway, LLC, Defendant, is represented by Mariane L Dorris,
Esq. -- mdorris@lseblaw.com -- Latham Shuker Eden & Beaudine LLP,
Jon E Kane, Esq. -- jkane@mateerharbert.com -- Mateer & Harbert,
P.A., Keith R Mitnik, Esq. -- Morgan & Morgan, R Scott Shuker, Esq.
-- rshuker@lseblaw.com -- Latham Shuker Eden & Beaudine LLP, Clay M
Townsend, Esq. -- Morgan & Morgan PA.
Nilhan Financial, LLC, Defendant, is represented by John A. Moffa,
Esq. -- John@moffa.law -- Moffa & Bonacquisti, PA.
About Orlando Gateway
Nilhan Hospitality, LLC, owns approximately 15.75 acres of
commercial real estate located near the Orlando International
Airport on the West side of South Semoran Boulevard and North of
the State Road 528/The Beachline Expressway. One parcel
(approximately 7.27 acres) has been partially developed as and has
two buildings located at 5463 Gateway Village Circle and 5475
Gateway Village Circle, which are approximately 15,000 square feet
in size.
Orlando Gateway Partners, LLC, owns approximately 47.95 acres of
commercial real estate located near the Orlando International
Airport on the West side of South Semoran Boulevard and North of
the State Road 528/The Beachline Expressway. The property is
comprised of four separate parcels, one parcel (approximately 17
acres) has been partially developed and a portion of it is leased
to Sixt Rent-A-Car, LLC. The second parcel (approximately .14
acres) is rented to Clear Channel Worldwide and contains a
billboard. The remaining two parcels (approximately 10.75 and
20.10 acres respectively) are vacant.
Nilhan Hospitality and Orlando Gateway and related entities have
been involved in extensive litigation with Good Gateway, LLC, SEG
Gateway, LLC and other parties since 2009. In October 2014,
separate judgments were entered in favor of SEG and Good Gateway.
To prevent the assets from being sold at judicial foreclosure
sales, Nilhan Hospitality and Orlando Gateway Partners commenced
Chapter 11 bankruptcy cases (Bankr. M.D. Fla. Case No.15-03447 and
15-03448, respectively) in Orlando, Florida on April 20, 2015.
Chittranjan "Chuck" Thakkar owns 70% of the Nilhan's outstanding
membership interests, and indirectly owns and controls OGP.
Thakkar, as manager, signed the bankruptcy petitions.
Nilhan estimated $1 million to $10 million in assets and $10
million to $50 million in debt while Orlando Gateway estimated
at least $10 million in assets and debt.
The Debtors are represented by Kenneth D Herron, Jr., Esq.,
at Wolff, Hill, McFarlin & Herron, P.A.
* * *
The Debtors, with the consent of Good Gateway and SEG, have won
from the Bankruptcy Court an order lifting the automatic stay to
allow their appeals of the judgments to go forward.
On June 8, 2015, the U.S. Trustee filed a motion to dismiss or
convert to Chapter 7 the Debtors' bankruptcy cases. On June 15,
2015, the Good Gateway and SEG file a motion to appoint a Chapter
11 trustee for the Debtors. On June 16, 2015, the Debtors filed
their Application to Retain Larry S. Hyman, CPA, as Restructuring
Advisor and Chief Restructuring Officer. Following mediation, the
parties agreed that (i) the Debtors would withdraw the Hyman
Application; (ii) the Trustee motions would be withdrawn, and the
(iii) the Debtors would file an application to employ Tery Soifer
as CRO.
On Aug. 12, 2015, the Court entered an order denying the motion to
dismiss the Chapter 11 cases. The Court also entered an order
terminating the Debtors' exclusive periods to propose a Chapter 11
plan as of July 31, 2015.
Three competing plans were filed in the Chapter 11 cases by: (1)
the Debtors, (ii) Good Gateway and SEG, and (iii) secured creditor
SummitBridge National Investments IV LLC.
After mediation by the parties, Good Gateway and SEG Gateway, and
Summitbridge opted to file a combined Chapter 11 plan that
provides for reorganization and sale options.
PACIFIC 9 TRANSPORTATION: Seeks Approval to Hire Atkinson
---------------------------------------------------------
Pacific 9 Transportation, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire The
Law Firm of Atkinson, Andelson, Loya, Ruud & Romo as its special
counsel.
As special counsel, the firm will:
(1) prosecute truck operator claims on behalf of the Debtor
or defend the Debtor against those claims;
(2) assist the Debtor in forming a new truck operator
employee business model;
(3) advise the Debtor about compliance with employment law;
(4) advise the Debtor about the laws affecting the
transportation industry;
(5) assist in resolving issues arising between the Debtor and
labor unions; and
(6) represent the Debtor with respect to employment tax
matters and the imposition of employment taxes.
Atkinson will charge the Debtor the following hourly rates:
Professionals Hourly Rates
------------- ------------
Ronald Novotny, Esq. $360
Cindy Arellano, Esq. $380
Lisa Zaradich, Esq. $275
Cassandra Secord, Esq. $275
The firm will also charge the Debtor for work-related expenses,
according to court filings.
Mr. Novotny disclosed in a declaration that his firm does not have
interest adverse to the Debtor's estate and that the firm is a
disinterested person within the meaning of Section 101 (14) of the
Bankruptcy Code.
Atkinson can be reached through:
Ronald W. Novotny
Of Counsel
RNovotny@aalrr.com
12800 Center Court Drive, Suite 300
Cerritos, California 90703
(562) 653-3200
Fax (562) 653-3333
About Pacific 9 Transportation
Pacific 9 Transportation, Inc. sought protection under Chapter 11
of the Bankruptcy Code in the Central District of California (Los
Angeles) (Case No. 16-15447) on April 26, 2016.
The petition was signed by Le Phan, CFO. The case is assigned to
Judge Julia W. Brand.
.
The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.
PACIFIC 9 TRANSPORTATION: Seeks Approval to Hire Haberbush
----------------------------------------------------------
Pacific 9 Transportation, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Haberbush & Associates LLP as its general bankruptcy counsel.
The Debtor tapped the firm to:
(1) advise and consult the Debtor on issues arising in the
conduct of the estate;
(2) assist the Debtor in liquidating the property of the
estate;
(3) investigate and prosecute actions, including preference
and fraudulent transfer, arising under the Debtor's
avoiding powers;
(4) assist in the preparation of court papers required for
the orderly administration of the estate;
(5) represent the Debtor in legal actions concerning the use
and disposition of property of the estate;
(6) defend the Debtor against claims made against the estate;
(7) advise the Debtor about its plan of reorganization;
and
(8) advise the Debtor about the Guidelines of the U.S Trustee
and U.S. bankruptcy laws.
Haberbush & Associates will charge the Debtor the following hourly
rates:
Professionals Hourly Rates
------------- ------------
David Haberbush, Esq. $400
Louis Altman, Esq. $375
Vanessa Haberbush, Esq. $200
Lane Bogard, Esq. $175
Gaurav Datta, Esq. $175
Alexander Haberbush $90
The firm will also charge the Debtor for work-related expenses,
according to court filings.
Mr. Haberbush, Esq., a partner at Haberbush & Associates, disclosed
in a declaration that his firm does not have interest adverse to
the Debtor's estate and that the firm is a disinterested person
within the meaning of Section 101 (14) of the Bankruptcy Code.
Haberbush can be reached through:
David Haberbush, Esq.
Vanessa Haberbush, Esq.
444 West Ocean Boulevard, Suite 1400
Long Beach, CA 90802
Tel: (562) 435-3456
Fax: (562) 435-6335
Email: dhaberbush@lbinsolvency.com
About Pacific 9 Transportation
Pacific 9 Transportation, Inc. sought protection under Chapter 11
of the Bankruptcy Code in the Central District of California (Los
Angeles) (Case No. 16-15447) on April 26, 2016.
The petition was signed by Le Phan, CFO. The case is assigned to
Judge Julia W. Brand.
The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.
PEABODY ENERGY: Gets Final Court Approval of $800M DIP Financing
----------------------------------------------------------------
Peabody Energy Corporation on May 17 disclosed that the company has
received final approval from the U.S. Bankruptcy Court for the
Eastern District of Missouri for its $800 million
Debtor-in-Possession (DIP) financing facility.
The approval, granted following a hearing before Judge Barry S.
Schermer, provides Peabody with access to capital to ensure the
company can continue operating its business in the ordinary course
during the Chapter 11 process. The financing by a lender group
that includes participation of a number of secured lenders and
unsecured noteholders, includes a $500 million term loan, a $200
million bonding accommodation facility, and a cash-collateralized
$100 million letter of credit facility.
The court also granted final orders approving several other
motions, including approval of the company's long-term incentive
plan for non-insiders, and approval for the planned sale of the
company's interest in the Prairie State Energy Campus.
"We are pleased with the outcome of [Tues]day's hearing, including
the court's final approval of our DIP financing," said Peabody
President and Chief Executive Officer Glenn Kellow. "This marks
another important step as we move through the Chapter 11 process
and reposition the company for long-term success."
On April 13, 2016, Peabody voluntarily filed petitions under
Chapter 11 for the majority of its U.S. entities in the U.S.
Bankruptcy Court for the Eastern District of Missouri. No
Australian entities are included in the filings, and Australian
operations are continuing as usual.
Related to these activities, Peabody has retained Jones Day as its
legal advisor, Lazard as its investment banker and financial
advisor and FTI Consulting Inc. as its restructuring advisor.
About Peabody Energy Corporation
Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company. As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia. The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount Mine
in Australia. In addition to its mining operations, the Company
markets and brokers coal from other coal producers, both as
principal and agent, and trade coal and freight-related contracts
through trading and business offices in Australia, China, Germany,
India, Indonesia, Singapore, the United Kingdom and the U.S.
Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net loss
in 2013.
At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $918.5 million.
On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code. The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
Case No. 16-42529 in the U.S. Bankruptcy Court for the Eastern
District of Missouri.
As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.
The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.
POWELL VALLEY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Powell Valley Health Care, Inc.
dba Powell Valley Care Center
dba Powell Valley Clinic
dba Powell Valley Hospital
dba Express Care
dba Ambulance
dba Heartland Assisted Living
777 Avenue H
Powell, WY 82435
Case No.: 16-20326
Type of Business: Health Care
Chapter 11 Petition Date: May 16, 2016
Court: United States Bankruptcy Court
District of Wyoming (Cheyenne)
Judge: Hon. Cathleen D. Parker
Debtor's Counsel: Bradley T Hunsicker, Esq.
MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC
2015 Central Avenue, Suite 200
Cheyenne, WY 82001
Tel: 307-778-8178
Fax: 307-638-1975
E-mail: bhunsicker@markuswilliams.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Michael L. Long, CFO.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
PTAK PROPERTIES: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Ptak Properties, LLC.
Two alleged creditors submitted an involuntary Chapter 11 petition
for Ptak Properties, LLC in the U.S. Bankruptcy Court for the
District of Arizona (Phoenix) (Case No. 16-02501) on March 14,
2016.
The petitioners are Jeffrey J. Ptak, MD, PC and Cochran Law Firm
PC. The petitioning creditors tapped as counsel Jerry L. Cochran,
Esq., at Cochran Law Firm PC.
QUICKSILVER RESOURCES: Wants Aug. 20 Plan Filing Deadline
---------------------------------------------------------
Quicksilver Resources Inc., et al., asks the U.S. Bankruptcy Court
for the District of Delaware to extend the exclusive period to file
a Chapter 11 plan through and including Aug. 20, 2016, and the
exclusive period to solicit acceptances for that plan through and
including Sept. 10, 2016, in each case, subject, and without
prejudice, to the Debtors' right to request further extension(s) of
the Exclusive Periods pursuant to Bankruptcy Code section 1121(d).
A hearing on the motion is set for June 21, 2016, at 10:00 a.m.
(ET) Objections must be filed by May 31, 2016, at 4:00 p.m. (ET).
The Debtors have made significant progress toward concluding these
Chapter 11 cases by closing the sale of the Debtors' U.S. assets to
BlueStone Natural Resources II, LLC, for $245 million in cash. The
Debtors are preparing, and expect, to file a joint Chapter 11 plan
of liquidation imminently. The Debtors and their key stakeholders
have reached an agreement regarding the terms of the Plan, which
provides for, among other things, the payment of administrative and
priority claims, the distribution of between $17.5 and $25 million
to general unsecured creditors, and the distribution of the
Debtors' remaining assets to the second lien holders. The parties
are in the process of finalizing the Plan, disclosure statement,
and other plan-related documents.
The Debtors believe that, by taking the additional time necessary
to gain the consensus and support of these creditors with respect
to the plan documents, the likelihood of a smooth, consensual
solicitation and confirmation process will be substantially
increased. Garnering this support will also decrease the risks and
costs of potential Plan-related litigation, which will ultimately
inure to the benefit of the Debtors' stakeholders.
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
the Bankruptcy 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 a
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.
* * *
The Debtors won approval to sell substantially all assets to
BlueStone Natural Resources II, LLC. BlueStone offered $240
million to acquire Quicksilver's oil and gas assets located in the
Barnett Shale in the Fort Worth basin of North Texas, and $5
million for those assets located in the Delaware basin in West
Texas.
RANCHO PALOMITA: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Rancho Palomita Advisors, LLC.
Rancho Palomita Advisors, LLC sought protection under Chapter 11 of
the Bankruptcy Code in the District of Arizona (Tucson) (Case No.
16-04036) on April 14, 2016. The petition was signed by Richard A.
Spross, managing member.
The Debtor is represented by Eric Slocum Sparks, Esq., at Eric
Slocum Sparks PC. The case is assigned to Judge Scott H. Gan.
The Debtor disclosed zero assets and total debts of $1.62 million.
ROSEVILLE SENIOR: Ch.11 Trustee Retains Walsh Pizzi as Counsel
--------------------------------------------------------------
The Chapter 11 trustee of Roseville Senior Living Properties, LLC
seeks approval from the U.S. Bankruptcy Court for the District of
New Jersey to hire Walsh Pizzi O'Reilly Falanga LLP as his
counsel.
Walsh Pizzi will substitute Connell Foley LLP as counsel for the
bankruptcy trustee. The trustee disclosed in a court filing that
he and his lawyers, who were previously associated with Connell
Foley, are now associated with Walsh Pizzi.
The attorneys primarily responsible for representing the trustee at
Walsh Pizzi are the same as those who previously represented him at
Connell Foley. These attorneys will provide the same services to
the trustee.
Walsh Pizzi will be compensated at its standard hourly rates, plus
reimbursement of work-related expenses. The professionals with
primary responsibility for this case will be:
Stephen V. Falanga $450 per hour Bankruptcy
Tricia O’Reilly $415 per hour Litigation/Employment
Christopher Hemrick $350 per hour Bankruptcy
Sydney J. Darling $300 per hour Bankruptcy
In the event that it becomes necessary to utilize other
professionals or paraprofessionals at Walsh Pizzi, the current
hourly rates for partners or counsel range from $300 to $650, and
associates from $225 to $285. The hourly rates charged for
paralegals will not exceed $200.
Mr. Falanga disclosed in a court filing that his firm does not hold
or represent an interest adverse to the Debtor's estate and that it
is disinterested under section 101(14) of the Bankruptcy Code.
Walsh Pizzi can be reached through:
Stephen V. Falanga
Christopher M. Hemrick
Sydney J. Darling
One Newark Center
1085 Raymond Blvd., 19th Floor
Newark, New Jersey 07102
Telephone: (973) 757-1100
Telecopy: (973) 757-1090
About Roseville Senior Living
Roseville Senior Living Properties, LLC, owns and operates a senior
assisted living housing facility in Roseville, California. It filed
for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 13-31198) on
Sept. 27, 2013, in Newark, New Jersey.
The petition was signed by Michael Edrel. Edrel is the managing
director of Meecorp Capital Markets, LLC, the manager o f the
Debtor.
Walter J. Greenhalgh, Esq., at Duane Morris, LLP, represents
Roseville Senior Living Properties as counsel. Friedman LLP serves
as the Debtor's accountant.
Roseville Senior Living Properties estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities. In
its schedules filed with the Bankruptcy Court, the Debtor indicated
total assets and total debts as "Unknown", a copy of which is
available for free at:
http://bankrupt.com/misc/rosevillesenior.doc54.pdf
The United States Trustee for Region 3 appointed Joseph Rodrigues,
State Long Term Care Ombudsman, California Department of Aging, as
the Patient Care Ombudsman in the Debtor's case.
SANDRIDGE ENERGY: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
SandRidge Energy, Inc. 16-32488
123 Robert S. Kerr Avenue
Oklahoma City, OK 73102
4th Street Properties, LLC 16-32495
Black Bayou Exploration, L.L.C. 16-32496
Braniff Restaurant Holdings, LLC 16-32497
CEBA Gathering, LLC 16-32498
CEBA Midstream GP, LLC 16-32499
CEBA Midstream, LP 16-32500
Cholla Pipeline, L.P. 16-32489
Cornhusker Energy, L.L.C. 16-32501
FAE Holdings 389322R, LLC 16-32502
Integra Energy L.L.C 16-32503
Lariat Services, Inc. 16-32504
MidContinent Resources, LLC 16-32505
Mistmada Oil Company, Inc. 16-32506
Pinon Gathering Company, LLC 16-32507
Sabino Exploration, LLC 16-32508
Sagebrush Pipeline, LLC 16-32490
SandRidge CO2, LLC 16-32509
SandRidge Exploration and Production, LLC 16-32491
SandRidge Holdings, Inc. 16-32492
SandRidge Midstream, Inc. 16-32494
SandRidge Operating Company 16-32487
SandRidge Realty, LLC 16-32493
Sierra Madera CO2 Pipeline, LLC 16-32510
WTO Gas Gathering Company, LLC 16-32511
Type of Business: Oil and natural gas
Chapter 11 Petition Date: May 16, 2016
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. David R Jones
Debtors'
General
Bankruptcy
Counsel: James H.M. Sprayregen, P.C.
Steven N. Serajeddini, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
E-mail: james.sprayregen@kirkland.com
steven.serajeddini@kirkland.com
- and -
Christopher Marcus, P.C.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
E-mail: christopher.marcus@kirkland.com
Debtors'
Local
Counsel: Zack A. Clement, Esq.
ZACK A. CLEMENT PLLC
3753 Drummond Street
Houston, Texas 77025
Tel: (832) 274-7629
E-mail: zack.clement@icloud.com
Debtors'
Financial
Advisor: HOULIHAN LOKEY CAPITAL, INC.
Debtors'
Restructuring
Advisor: ALVAREZ & MARSAL HOLDINGS, LLC
Debtors'
Claims &
Noticing
Agent: PRIME CLERK LLC
Total Assets: $7.01 billion as of March 31, 2016
Total Debts: $3.99 billion as of March 31, 2016
The petitions were signed by Julian M. Bott, chief financial
officer.
List of Debtors' 50 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Wells Fargo 7.5% Unsecured $767,162,699
John Stohlman, Vice President Notes Due 2021
750 N Saint Paul St, Suite 1750
Dallas, TX 75201
Tel: 214-756-7431
E-mail: JOHN.STOHLMANN@WELLSFARGO.COM
Wells Fargo 7.5% Unsecured $553,697,974
John Stohlman, Vice President Notes Due 2023
750 N Saint Paul St, Suite 1750
Dallas, TX 75201
Tel: 214-756-7431
E-mail: JOHN.STOHLMANN@WELLSFARGO.COM
Wells Fargo 8.125% Unsecured $531,252,586
John Stohlman, Vice President Notes Due 2022
750 N Saint Paul St, Suite 1750
Dallas, TX 75201
E-mail: JOHN.STOHLMANN@WELLSFARGO.COM
Wells Fargo 8.75% Unsecured $407,576,234
John Stohlman, Vice President Notes Due 2020
750 N Saint Paul St, Suite 1750
Dallas, TX 75201
Tel: 214-756-7431
E-mail: John.Stohlmann@wellsfargo.com
US Bank National Association 7.5% Convertible $47,774,647
Mauri Cowen, Vice President Notes Due 2023
5555 San Felipe, Suite 1150
Houston, TX 77056
Tel: 713-235-9206
Fax: 713-235-9213
E-mail: MAURI.COWEN@USBANK.COM
US Bank National Association 8.125% Convertible $40,965,088
Mauri Cowen, Vice President Notes Due 2022
5555 San Felipe, Suite 1150
Houston, TX 77056
Tel: 713-235-9206
Fax: 713-235-9213
E-mail: MAURI.COWEN@USBANK.COM
Archrock Services LP Trade $2,035,324
D. Bradley Childers
President and Chief
Operating Officer
16666 Northchase DR
Houston, TX 77060-6014
Tel: 281-836-8000
Fax: 302-655-5049
Powersecure Inc. Trade $1,644,080
John Bluth, Senior Vice President
1609 Heritage Commerce CT
Wake Forest, NC 27587
Tel: 919-453-1751
Fax: 919-556-3596
E-mail: JBLUTH@POWERSECURE.COM
Weatherford Artificial Lift Trade $1,142,078
Judy Duffy
8866 NW LOOP 338
Odessa, TX 79764
Tel: 713-693-4000
Fax: 432-332-1023
E-mail: JUDY.DUFFY@WEATHERFORD.COM
National Oilwell Varco Entities Trade $1,126,474
Rosanne Rodriguez, Credit Manager
7909 Parkwood Circle Drive
Houston, TX 77036
Tel: 307-362-3745
Fax: 713-375-3994
E-mail: ROSANNE.RODRIGUEZ@NOV.COM
Halliburton Services Trade $1,031,024
Carolyn Cline
10200 Bellaire Blvd.
Houston, TX 77072
Tel: 915-567-2044
Fax: 979-567-7088
E-mail: FDUNARACH@HALLIBURTON.COM
DCP Midstream LP Trade $1,012,343
Wouter Van Kempen, President and Chief
Executive Officer
370 17th Street Suite 2500
Denver, CO 80202
Tel: 720-944-0209
Fax: 303-605-2219
E-mail: REMITTANCE@DCPMIDSTREAM.COM
Permian Well Service Trade $945,145
Kerry Robinson, Operations Manager
S Main St.
Ringwood, OK 73768
Tel: 580-234-0171
Fax: 432-685-3621
E-mail: KERRY@PERMIANSERVICES.COM
Gexpro Trade $823,395
KIM Steinbach
14 9500 N Royal LN, Suite 130
Irving, TX 75063
Tel: 800-262-3114
Fax: 972-915-1733
E-mail: KIM.STEINBACH@GEXPRO.COM;
CFS.ACH@GEXPRO.COM
ORR Enterprises Inc. Trade $737,132
Ronnie E. Orr, President
2806 Timber Ridge Drive
Duncan, OK 73533
Tel: 580-252-5120
Fax: 580-251-9070
E-mail: RON2806@YAHOO.COM
SES Holdings LLC Trade $723,543
John D. Schmitz, Chairman and Chief
Executive Officer
1400 Post Oak Blvd
Ste. 400
Houston, TX 77056
Tel: 713-296-1000
Fax: 713-296-1099
E-mail: INFO@SES-CONTRACTING.CO.UK
Unit Drilling Company Trade $721,932
Larry Pinkston, Chief Executive Officer
and President
7130 S. Lewis Suite 1000
Tulsa, OK 74136
Tel: 918-493-7700
Fax: 918-493-7711
E-mail: JIM.GREER@UNITCORP.COM
Erick Flowback Services Trade $644,902
Mark Snodgrass, Chief Executive Officer
12284 OK-30
Erick, OK 73645
Tel: 405-272-3028
Fax: 405 375-5215
E-mail: GRANT.ROSS@ERICKFLOWBACK.COM
Midcontinent Express Pipeline LLC Trade $638,750
Shelly Dulinsky
1001 Louisiana Street
Houston, TX 77002
Tel: 713-369-9308
Fax: 646-607-1907
E-mail: MARIA_PAVLOU@KINDERMORGAN.COM
Quinn Pumps Inc. Trade $624,713
Anthony Cordova, Management Executive
3611 East Highway 158
Midland, TX 79706
Tel: 403-347-1128
Fax: 432-687-2997
E-mail: ANTHONY.CORDOVA@GE.COM
Redzone Coil Tubing LLC Trade $558,572
Waylin Ott, Chief Operating Officer
701 N 1ST ST STE109
Lufkin, TX 75901
Tel: 936-632-2645
Fax: 936-632-2657
E-mail: SGREAK@REDZONECOIL.COM
Xtreme Drilling and Coil Services Trade $491,407
Thomas D. Wood, Chief Executive Officer
22 9805 Katy Freeway, Suite 650
Houston, TX 77024
Tel: 281 994-4600
Fax: 281 994-4661
E-mail: IR@XTREMECOIL.COM
Glenn E Sessions & Sons Inc. Trade $490,046
Joe Sessions, Owner
33492 Highway 125
Walden, CO 80480
Tel: 970-723-4944
Fax: 970-723-8344
Nalco Company Trade $460,798
Stephen N. Landsman, Executive Vice
President, General Counsel and Secretary
1601 W. Diehl Road
Naperville, IL 60563-1198
Tel: 877-288-3173
Fax: 630-305-2900
E-mail: REMITADVICE@NALCO.COM
AXIP Energy Services LP Trade $406,785
Julie Glass, Credit and Collections
Supervisor
1301 McKinney, Suite 900
Fulbright Tower
Houston, TX 77010
Tel: 713-744-6100
Fax: 713-744-6101
E-mail: AXIPCASH@AXIP.COM
Southern Plains Energy Services LLC Trade $405,986
Rick Ahrberg, Owner
301 W. Cherry
Cushing, OK 74023
Tel: 918-225-3570
Fax: 403-526-6897
E-mail: SOUTHERNPLAINSLLC@YAHOO.COM;
RJETTOIL1@YAHOO.COM
Sunset Well Service Inc. Trade $375,230
Mariann Bagley, President
14507 Dogwood
Gardendale, TX 79758
Tel: 432-561-8600
Fax: 432-561-8601
E-mail: SUNSETWELLSERVICE@YAHOO.COM
Liberty Lift Solutions LLC Trade $356,159
Bobby Evans, President and Chief Executive
Officer
1250 Woodbranch Drive
Houston, TX 77079
Tel: 713-575-2300
Fax: 713-396-5493
E-mail: BOBBY.EVANS@LIBERTYLIFT.COM
Energy Transfer Fuel LP Trade $314,197
Kelcy L. Warren, Chief Executive Officer
800 East Sonterra Boulevard # 250
San Antonio, TX 78258
Tel: 210-403-7300
Fax: 210-403-7500
E-mail: BRENT.RATLIFF@ENERGYTRANSFER.COM
Rauh Oilfield Services Co. Trade $310,444
Judy Rauh, Owner
1622 OK-132
Enid, OK 73703
Tel: 580-796-2128
Fax: 580-796-2129
E-mail: DEBBIE.RUPPENTHAL@RAUHOILFIELD.COM
Spectrum Tracer Services LLC Trade $296,221
Steve Faurot, President
9111 E Pine St #104
Tulsa, OK 74115
Tel: 918-933-5653
Fax: 888-853-5653
E-mail: SFAUROT@SPECTRUMTRACER.COM
Covington & Burling LLP Trade $303,455
Stephen P. Anthony, Partner
850 Tenth Street, NW
Washington, DC 20001-4956
Tel: 202-662-6000
Fax: 202 662 6291
E-mail: SANTHONY@COV.COM
Rite-Way Construction LLC Trade $291,294
Linda Lyons
4805 E Chestnut Ave
Enid, OK 73701
Tel: 312-486-9434
Fax: 703-842-6748
E-mail: LINDAL.RITEWAY@GMAIL.COM
Deloitte Financial Advisory Trade $288,458
Services LLP
David Williams, Principal
34 30 Rockefeller Plaza
New York, NY 10112-0015
GE Intelligent Platforms Inc. Trade $286,996
Jody Markopoulos, Chief Executive Officer
and President
3135 Easton Turnpike
Fairfield, CT 06828-
Tel: 434-978-5000
Fax: 203-373-3131
Tri-State Electrical Contractors Inc. Trade $279,125
Lori Mason, Controller
120 Route 9W
Haverstraw, NY 10927
Tel: 405-341-3043
Fax: 563-568-2888
E-mail: ACCOUNTSRECEIVABLE@TSIG.COM
Petro Amigos Supply Inc. Trade $277,866
Teresa Cherry, Accounts Receivable
777 N Eldridge PKWY #400
Houston, TX 77079
Tel: 281-497-0858
Fax: 281-497-1575
E-mail: TCHERRY@PETRO-AMIGOS.COM
AES Drilling Fluids LLC Trade $274,910
Jim Sherman, President
11767 Katy Freeway Suite 230
Houston, TX 77079
Tel: 888-556-4533
Fax: 281-589-7150
E-mail: DLEJEUNE@AESFLUIDS.COM
Archer Directional Drilling Trade $262,205
Services LLC
Linda Johnson
4005 S Thomas Road
Oklahoma City, OK 73179
Tel: 405-789-3499
Fax: 936-447-5361
E-mail: US-ADDS-AR@ARCHERWELL.COM
Excel Stimulation LLC Trade $246,759
E-mail: EXCEL@PLDI.NET
Haas Oil and Partners Prepayment $222,982
E-mail: HASS@HASSPETROLEUM.COM
Thru Tubing Solutions Inc. Trade $216,594
E-mail: TTSINFO@THRUTUBING.COM
HAMM & Phillips Service Inc. Trade $211,261
Reliance Oilfield Services Trade $210,308
Bachman Services Inc. Trade $195,268
Alfalfa Electric Cooperative Inc. Trade Undetermined
E-mail: DWESSELS@AKSLC.NET
Calfrac Well Services Corp Trade Undetermined
E-mail: JMADRID@CALFRAC.COM
Basic Energy Services LP Trade Undetermined
E-mail: AR@BASICENERGYSERVICES.COM
Simons Petroleum Inc. Trade Undetermined
E-mail: SIMONSAR@SIMONSPETROLEUM.COM
O OG&E Trade Undetermined
SEABOARD REALTY: Gets OK to Retain Keen-Summit to Sell Properties
-----------------------------------------------------------------
Seaboard Realty LLC on May 13 disclosed that it and its affiliates
have received Bankruptcy Court approval to retain Keen-Summit
Capital Partners, Savills Studley and FTI Consulting to sell an
institutional quality portfolio of eight (8) properties located in
and around Stamford, CT (approximately 40 miles from New York
City).
The Seaboard Realty portfolio includes a 115-room Courtyard
Marriott hotel located in downtown Stamford, three multi-family
properties with over 230 units, three office properties comprising
over 188,000 sq. ft., and a 154,000+/- sq. ft. flex
office/warehouse property. In addition, the office and
multi-family properties include over 55,000 sq. ft. of retail
space.
"This is a great opportunity for investors and operators to acquire
a sizable portfolio in an established strong market with sound
fundamentals close to New York City," said Harold Bordwin,
Keen-Summit's Principal and Managing Director. "The Court approved
bid procedures allow for bids to be made on individual assets, for
packages or in bulk for the entire portfolio, creating multiple
entry price points and allowing for investors of a particular asset
class to participate in the sales process."
The Bankruptcy Court approved bid procedures which set a bid
deadline of June 15th, 2016 to be followed by an auction on June
20th, 2016.
Parties interested in learning more about the properties or the
auction process should contact Keen-Summit Capital Partners LLC at
(646) 381-9222 https://is.gd/ey8fvv or
rtramantano@keen-summit.com
About Seaboard Realty
Seaboard Realty LLC and certain of its affiliates on Dec. 13, 2015,
filed petitions with the United States Bankruptcy Court for the
District of Delaware seeking protection under Chapter 11 of the
United States Bankruptcy Code.
Seaboard and its affiliates own a portfolio of first class
commercial real estate in Stamford, Connecticut, including office,
residential and hotel properties. All operations are expected to
continue as normal throughout this process.
The Chapter 11 filing includes Seaboard Realty LLC and a number of
affiliates it manages, which own the equity of subsidiaries that
directly own the properties, but does not include the
property-owning subsidiaries themselves.
Seaboard Realty LLC is owned by John DiMenna, Thomas Kelly and
William Merritt. Mr. DiMenna actively managed the Seaboard
operations as the managing member of Seaboard Realty LLC, and
managed the properties owned by its affiliates through a
property-management company owned solely by Mr. DiMenna.
The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases, with all further
pleadings or other papers to be filed in the case of Newbury
Common
Associates, LLC, Case No. 15-12507 (LSS).
The Debtors tapped Dechert LLP as counsel and directing the
accounting firm of Anchin, Block and Anchin as forensic accountant.
SEVENTY SEVEN: Enters Into Amended Restructuring Support Agreement
------------------------------------------------------------------
Seventy Seven Energy Inc. on May 13 disclosed that it has entered
into a Second Amended and Restated Restructuring Support Agreement
(the "Second Amended and Restated Restructuring Support Agreement")
with (i) certain lenders representing 100% of the outstanding
principal amount under the Company's Incremental Term Supplement
(Tranche A) loan, (ii) certain lenders representing approximately
86% of the outstanding principal amount of loans under the
Company's $400 Million Term Loan Credit Agreement dated June 25,
2014, (iii) certain noteholders (the "Consenting 2019 Noteholders")
collectively owning or controlling approximately 63% of the
aggregate outstanding principal amount of the Company's 6.625%
senior unsecured notes due 2019 and (iv) certain noteholders (the
"Consenting 2022 Noteholders" and together with the Consenting 2019
Noteholders, the "Noteholders") collectively owning or controlling
over 50% of the aggregate principal amount of the 6.50% senior
unsecured notes due 2022.
The Second Amended and Restated Restructuring Support Agreement,
which supersedes the previously announced Amended and Restated
Restructuring Support Agreement dated May 3, 2016, was amended to,
among other items, add the Consenting 2022 Noteholders as parties
to the agreement, which will require these parties to support the
consensual Joint Prepackaged Plan of Reorganization (the "Plan") to
be filed under Chapter 11 of the United States Bankruptcy Code
("Chapter 11"). In exchange for their support, the Consenting 2022
Noteholders, will, among other things, be entitled to a appoint a
board observer and consultation rights with respect to the
appointment of independent members of the reorganized Company's
Board of Directors.
"The participation of all of our debtholders in this process is a
further endorsement by the stakeholders of Seventy Seven Energy in
the future of this company," Chief Executive Officer Jerry
Winchester said. "The exchange of debt for equity will provide us
with a significantly deleveraged balance sheet, and we will emerge
from this process with the ability to take advantage of our
operational strengths and strong asset base to grow our business as
market conditions improve."
As previously announced, a key component of the Plan is that all
trade creditors, suppliers and contractors will be paid in the
ordinary course of business. All of the Company's commercial and
operational contracts will remain in effect in accordance with
their terms preserving the rights of all parties, and customer
relationships will continue uninterrupted. Employees can expect
that operations will continue as usual and they will be paid in the
ordinary course. The Company intends to commence a prepackaged
Chapter 11 proceeding on or before June 9, 2016, in order to
implement the Plan. The prepackaged Chapter 11 filing will follow
the solicitation process that began on May 9, 2016.
About Seventy Seven Energy Inc.
Headquartered in Oklahoma City, SSE -- http://www.77nrg.com--
provides a wide range of wellsite services and equipment to U.S.
land-based exploration and production customers. SSE's services
include drilling, hydraulic fracturing and oilfield rentals and its
operations are geographically diversified across many of the most
active oil and natural gas plays in the onshore U.S., including the
Anadarko and Permian basins and the Eagle Ford, Haynesville,
Marcellus, Niobrara and Utica shales.
* * *
The Troubled Company Reporter, on Jan. 26, 2016, reported that
Moody's Investors Service downgraded Seventy Seven Energy Inc.'s
(SSE) Corporate Family Rating to Caa3 from Caa1, its Probability of
Default Rating to Caa3-PD from Caa1-PD, and its senior unsecured
notes due 2022 to C from Caa3. At the same time, SSE's Speculative
Grade Liquidity rating was affirmed at SGL-3. The debts of SSE's
operating subsidiary, Seventy-Seven Operating LLC were downgraded
as follows: its senior secured term loan to Caa2 from B1 and its
senior unsecured notes due 2019 to Ca from Caa2. The rating outlook
remains negative.
The TCR, on Jan. 18, 2016, reported that Standard & Poor's Ratings
Services lowered its corporate credit rating on Oklahoma City-based
Seventy Seven Energy Inc. to 'CCC-' from 'CCC+'. The outlook is
negative.
At the same time, S&P lowered its issue-level ratings on the
company's secured notes to 'CCC+' from 'B', unsecured notes to
'CCC-' from 'CCC+', and structurally subordinated unsecured notes
to 'C' from 'CCC-'. The recovery rating on the senior secured
notes remains '1', indicating very high (90% to 100%) recovery, the
recovery rating on the senior unsecured notes remains '3',
indicating meaningful (50% to 70%; at the lower half of the range)
recovery in the case of a payment default. The recovery rating on
the subordinated notes remains '6', indicating negligible (0% to
10%) recovery in the case of a payment default.
SPORTS AUTHORITY: Approved DIP Budget Filed
-------------------------------------------
Sports Authority Holdings, Inc. and its affiliated debtors filed
their approved final DIP budget with the U.S. Bankruptcy Court for
the District of Delaware. During the Final DIP Hearing held on May
3, 2016, the Debtors represented that they would file a final form
of the approved DIP Budget. The Approved DIP Budget provides for
bankruptcy-related disbursements and disbursements for operations,
financing, and professional fees.
The Approved DIP budget provides for these cash disbursements:
For the week ending April 23, 2016: $40,066
For the week ending April 30, 2016: $86,726
For the week ending May 7, 2016: $33,538
For the week ending May 21, 2016: $25,942
For the week ending May 28, 2016: $29,120
The Official Committee of Unsecured Creditors submitted their
reservation of rights with respect to the Approved DIP Budget.
"The revised budget was not delivered to the Committee and other
counsel until May 4th, the day after the hearing, and immediately
upon receiving and reviewing that budget, the Committee discovered
the disconnect, i.e., that line items for the Committee's counsel
and financial advisor BDO for June and July was not in accord with
the monthly numbers for March, April and May, and further that
Committee's proposed investment banker's transaction fee was left
out of the budget altogether. The Committee immediately notified
the other parties of the issue, but have not been able to resolve
their differences as to these issues, and the Debtors advised that
they were proceeding nonetheless to file today the “short form
budget" covering only the months of March, April and May. That
budget was filed, but is backed up by an unfiled “long form
budget" that runs through June and July as well. There is no
dispute as to the operative numbers included in the short form DIP
budget for March, April and May; the only dispute is regarding the
numbers in the unfiled long-form DIP budget for June and July...
Inasmuch as the short form budget is accurate, and it is highly
likely that what is included in the long form budget for June and
July is academic inasmuch as the DIP loan will terminate and likely
be paid off at the end of May, the Committee has determined to file
this reservation of rights rather than seek immediate relief with
respect to the entirety of the long form DIP budget now," the
Official Committee avers.
The Sports Authority Holdings and its affiliated debtors are
represented by:
Michael R. Nestor, Esq.
Kenneth J. Enos, Esq.
Andrew L. Magaziner, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Telephone: (302)571-6600
Facsimile: (302)571-1253
E-mail: mnestor@ycst.com
kenos@ycst.com
amagaziner@ycst.com
- and -
Robert A. Klyman, Esq.
Matthew J. Williams, Esq.
Jeremy L. Graves, Esq.
Sabina Jacobs, Esq.
GIBSON, DUNN & CRUTCHER LLP
333 South Grand Avenue
Los Angeles, CA 90071-1512
Telephone: (213)229-7000
Facsimile: (213)229-7520
E-mail: rklyman@gibsondunn.com
mjwilliams@gibsondunn.com
jgraves@gibsondunn.com
sjacobs@gibsondunn.com
The Official Committee of Unsecured Creditors of Sports Authority
Holdings, Inc., et al., is represented by:
Robert J. Feinstein, Esq.
Jeffrey N. Pomerantz, Esq.
Bradford J. Sandler, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
Wilmington, DE 19801
Telephone: (302)652-4100
Facsimile: (302)652-4400
E-mail: rfeinstein@pszjlaw.com
jpomerantz@pszjlaw.com
bsandler@pszjlaw.com
About Sports Authority Holdings
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. Lawyers at
Pachulski Stang Ziehl & Jones LLP represent the Official Committee
of Unsecured Creditors.
SPOVERLOOK LLC: Association's Bid for Stay Denied, Court Rules
--------------------------------------------------------------
Before the Court is a stay relief motion filed by a homeowners'
association, brought so the association can enforce a state court
settlement agreement and require the Debtor, Spoverlook, LLC, to
convey certain property to it. The Debtor opposes the motion,
arguing that the settlement agreement is ambiguous and that the
Debtor never agreed to convey a particular parcel to the
association. The argument had been rejected by the state court
before the bankruptcy case was filed. The Court held a final,
evidentiary hearing on the stay relief motion and took it under
advisement. Thereafter, the Debtor filed a motion to reject the
settlement agreement.
Judge David T. Thuma of the United States Bankruptcy Court for the
District of New Mexico denied the stay relief motion, but may take
up any renewed request for stay relief after ruling on the motion
to reject settlement agreement.
This case hinges on whether Debtor can reject the settlement
agreement. If it can, then Debtor may be able to retain Tract D and
reorganize. Otherwise, the HOA is entitled to Tract D and Debtor's
reorganization likely will fail. In the latter event, the fight
over Tract D should be sent back to state court.
A full-text copy of the Memorandum Opinion dated April 29, 2016 is
available at http://is.gd/LV0MyYfrom Leagle.com.
The case is In re SPOVERLOOK, LLC, Debtor, Case No. 15-13018 t11
(Bankr. D.N.M.).
SPOVERLOOK, LLC, A Nevada Limited Liability Company, Debtor, is
represented by James T. Burns, Esq. -- Albuquerque Business Law,
P.C..
United States Trustee, U.S. Trustee, is represented by Alice Nystel
Page, Office of U.S. Trustee.
SUNEDISON, INC: Tranche B Lender Opportunity Offered
----------------------------------------------------
SunEdison, Inc., and its affiliated debtors filed with the U.S.
Bankruptcy Court for the Southern District of New York, its notice
to second lien creditors of the opportunity to participate in DIP
Facilities as a Tranche B lender and its Debtor-In-Possession
Financing Syndication Procedures.
The Debtors entered into the a Senior Secured Superpriority
Debtor-In-Possession Credit Agreement, with SunEdison, Inc. as
Borrower, Deutsche Bank AG New York Branch as Administrative Agent,
and the Lenders and other persons from time to time party thereto,
pursuant to the Court's Interim DIP Order.
The Debtors aver that (a) certain holders ("Second Lien
Noteholders") of the Debtors' 5% Guaranteed Convertible Senior
Secured Notes due 2018 and (b) certain lenders under the Second
Lien Credit Agreement, dated Jan. 11, 2016, are being afforded the
opportunity to subscribe to provide financing as a Tranche B Lender
under the DIP Facilities in accordance with the terms of the
syndication procedures.
The expiration time for the Second Lien Creditors to participate as
a Tranche B Lender under the DIP Facilities is 5:00 p.m. on
May 16, 2016, unless such deadline is extended or earlier
terminated.
The Syndication Procedures contain, among others, the following
relevant terms:
(a) Commencing on May 6, 2016, each Eligible Holder that is a
Prepetition Second Lien Noteholder under the Prepetition Second
Lien Indenture and/or a Prepetition Second Lien Lender under the
Prepetition Second Lien Credit Agreement shall have the opportunity
to purchase up to its respective pro rata portion of the Initial
Tranche B Term Loans, the Delayed Draw Tranche B Term Loans and the
Tranche B Roll-Up Loans, subject in all respects to the terms and
conditions of these Syndication Procedures and the applicable
subscription documents.
(b) Each Eligible Holder's pro rata share will be equal to a
fraction (expressed as a factor) the numerator of which is the
outstanding principal amount of Prepetition Second Lien Loans and
Prepetition Second Lien Notes owned by such Eligible Holder as of
the Record Date and the denominator of which is the aggregate
outstanding principal amount of all Prepetition Second Lien Loans
and Prepetition Second Lien Notes as of the Record Date, which
amount is equal to $950,000,000.
(c) To participate in the Opportunity, Eligible Holders must,
on or prior to the Expiration Time: (i) complete and execute the
subscription documents provided by the Information Agent, including
a Subscription Form, the Master Assignment and Assumption Agreement
to the DIP Credit Agreement, an Administrative Questionnaire, all
know- your-customer information and other documents required by the
Administrative Agent and the applicable tax forms, each of which
may be obtained by contacting the Information Agent, and such other
documents as the Administrative Agent may reasonably require, (ii)
deliver (or cause the delivery of) such subscription documents to
Information Agent and (iii) cause the amount of the subscription
funding to be funded by such Eligible Holder to be sent by wire
transfer of immediately available federal funds to the escrow
account established by the Escrow Agent in connection with the
syndication of Tranche B Loans.
SunEdison, Inc., and its affiliated debtors are represented by:
Jay M. Goffman, Esq.
J. Eric Ivester, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Four Times Square
New York, NY 10036-6522
Telephone: (212)735-3000
Facsimile: (212)735-2000
E-mail: jay.goffman@skadden.com
eric.ivester@skadden.com
- and -
James J. Mazza, Jr., Esq.
Louis S. Chiappetta, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
155 N. Wacker Dr.
Chicago, IL 60606-1720
Telephone: (312)407-0700
Facsimile: (312)407-0411
E-mail: james.mazza@skadden.com
louis.chiappetta@skadden.com
About SunEdison, Inc.
SunEdison, Inc., is a developer and seller of photovoltaic energy
solutions, an owner and operator of clean power generation assets,
and a global leader in the development, manufacture and sale of
silicon wafers to the semiconductor industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.
The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.
SUNEDISON, INC: Wants Authority to Enter Into PFA Confirmed
-----------------------------------------------------------
SunEdison, Inc., and its affiliated debtors ask the U.S. Bankruptcy
Court for the Southern District of New York to confirm their
authority to enter into a new premium financing agreement ("PFA")
with BankDirect Capital Finance, LLC.
The Court had previously entered its Insurance Order, which
authorizes the Debtors to, among other things, "enter into new
insurance coverage as needed in their business judgment, in the
ordinary course of their business; provided, however, that to the
extent the Debtors seek to enter into any new Premium Financing
Agreements, the Debtors shall obtain the reasonable consent of the
Required Lenders prior to entering into such agreements."
The Debtors seek confirmation of their authority to enter into the
new PFA with BankDirect to finance certain Insurance Policy
premiums and grant BankDirect certain protections related to the
PFA. The Debtors believe that this is an ordinary course
transaction that is consistent with the Insurance Order and relate
that they are filing their Motion at the request of BankDirect,
which requires the entry of the Court's Order pertaining to the
PFA, as a condition precedent to the execution of the PFA.
The Debtors relate that under the PFA with BankDirect, they will
finance premiums totaling approximately $10,964,912 for certain
property, casualty, foreign, terrorism, general, and excess
liability Insurance Policies that provide coverage for the Debtors
and its non-debtor affiliates, including TerraForm Power, Inc. and
TerraForm Global, Inc.
The Debtors tell the Court that to secure its obligations under the
PFA, the Debtors will grant a security interest to BankDirect in
(i) any and all unearned premiums and dividends which may become
payable under the financed Insurance Policies and (ii) loss
payments which reduce the unearned premiums, subject to any
mortgagee or loss payee interest. They further tell the Court that
the PFA would grant BankDirect a limited power of attorney with
full authority to cancel the financed Insurance Policies and obtain
the return of any unearned premiums in the event of a default.
The PFA contains, among others, these relevant terms:
(a) Amount Financed: $10,964,912 financed on account of
premiums (including all premium amounts and their associated policy
fees, broker fees, taxes, and stamping fees).
(b) Pricing & Maturity: The Debtors anticipate making (i) a
down payment of $2.77 million and (ii) nine monthly installment
payments beginning on May 15, 2016, with the last payment on Jan.
15, 2017, to finance the remainder of the premiums.
(c) Interest Rate: The Debtors anticipate the annual interest
rate will be approximately 2.9%.
(d) Fees: Finance Charge: $108,672
Insufficient Funds Fee: If the Debtors' check or
electronic funding is dishonored for any reason, the Debtors agree
to pay BankDirect a fee equal to $25.
SunEdison, Inc., and its affiliated debtors are represented by:
Jay M. Goffman, Esq.
J. Eric Ivester, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Four Times Square
New York, NY 10036-6522
Telephone: (212)735-3000
Facsimile: (212)735-2000
E-mail: jay.goffman@skadden.com
eric.ivester@skadden.com
- and -
James J. Mazza, Jr., Esq.
Louis S. Chiappetta, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
155 N. Wacker Dr.
Chicago, IL 60606-1720
Telephone: (312)407-0700
Facsimile: (312)407-0411
E-mail: james.mazza@skadden.com
louis.chiappetta@skadden.com
About SunEdison, Inc.
SunEdison, Inc., is a developer and seller of photovoltaic energy
solutions, an owner and operator of clean power generation assets,
and a global leader in the development, manufacture and sale of
silicon wafers to the semiconductor industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.
The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.
The Office of the U.S. Trustee on April 29 appointed seven
creditors of SunEdison, Inc., to serve on the official committee
of
unsecured creditors.
SUNEDISON, INC: Westchester, ASIC Object to DIP Motion
------------------------------------------------------
Westchester Fire Insurance Company and its affiliated sureties
("Westchester") and Atlantic Specialty Insurance Company and its
affiliated sureties ("ASIC") filed their respective objections to
SunEdison, Inc., et al.'s DIP Motion.
Westchester issued certain payment and performance bonds in
connection with construction contracts/projects in various states
on behalf of certain non-Debtor affiliates of SunEdison, Inc.
("SUNE"). Westchester also issued certain reclamation, utility and
other bonds on behalf of various non-Debtor subsidiaries and
affiliates of SUNE.
Westchester contends that as of Petition Date, the aggregate penal
limits of the Bonds exceeded $56 million. It further contends that
it issued the Bonds as consideration for SUNE's execution of an
Indemnity Agreement, which created a contractual right of
indemnification and/or right to exoneration, in the form of
collateral, on behalf of Westchester. Westchester adds that these
rights are in addition to its common law equitable subrogation
rights.
"Westchester objects to final approval of the Motion and approval
of the DIP Facility to the extent the DIP Facility contravenes
Westchester's rights of equitable subrogation or provides priming
liens on assets of the Debtors or any non-Debtors that are subject
to materialmen's liens that may be asserted by unpaid
subcontractors and suppliers, to which Westchester may be
subrogated. Based on comments by counsel for the Debtors at the
first day hearings held on April 22, 2016, there does not appear to
be an intent that the priming liens would affect the rights of
Westchester or the unpaid subcontractors and suppliers.
Consequently, this objection is filed for the purpose of confirming
that such rights are unimpaired," Westchester avers.
ASIC issued numerous bonds on behalf of the Debtors and non-Debtor
affiliates of SunEdison, with an aggregate penal sum of
$31,014,918.
ASIC contends that in consideration of its issuance of the Bonds,
SunEdison, NVT LLC, and NVT Licenses, LLC, entered into a written
General Indemnity Agreement with ASIC whereby, among other things,
the Indemnitors agreed to exonerate, hold harmless, indemnify and
keep ASIC indemnified from and against any and all liability for
losses, fees, costs and expenses of any kind or nature, including
but not limited to court costs, reasonable attorney's fees,
accounting and other reasonable outside consulting fees and from
and against any such losses and expenses which ASIC may incur or
sustain as a result of ASIC's issuance of the Bonds. ASIC further
contends that it has received claims against the Bonds by various
claimants alleging defaults by the bonded principals and for which
ASIC is entitled to indemnification under the Indemnity Agreement.
"ASIC objects to approval of the Motion and approval of the DIP
Facility to the extent the DIP Facility impairs, contravenes or
interferes with ASIC's rights of equitable subrogation or provides
liens on assets of the Debtors or any non-Debtors that are subject
to laborer, supplier or materialmen's liens that may be asserted by
unpaid subcontractors and suppliers, to which ASIC may be
subrogated... As a matter of law, ASIC's right of equitable
subrogation is well settled in instances where a surety performs in
accordance with its payment or performance bond obligations...
Should the title to properties or rights to assets transfer from
the Debtors to the Post-petition Lenders without the obligation to
satisfy ASIC's obligations under the Bonds, the Post-petition
Lenders will receive a significant windfall while ASIC's rights
would be severely prejudiced. In such event, ASIC's rights would
be prejudiced because ASIC would lack indemnity rights against the
Post-petition Lenders; ASIC's only right for indemnification would
remain against Debtors," ASIC contends.
The Court adjourned the final hearing on the Debtors' DIP Motion
until May 19, 2016 at 10:00 a.m.
Westchester Fire Insurance Company and its affiliated sureties are
represented by:
Louis A. Modugno, Esq.
MCELROY, DEUTSCH, MULVANEY
& CARPENTER, LLP
1300 Mount Kemble Ave.
Morristown, NJ 07960
Telephone: (973)993-8100
Facsimile: (973)425-0161
E-mail: lmodugno@mdmc-law.com
- and -
Sam H. Poteet, Jr., Esq.
Michael E. Collins, Esq.
Scott C. Williams, Esq.
MANIER & HEROD, P.C.
150 Fourth Avenue, North Suite 2200
Nashville, TN 37215
Telephone: (615)742-9350
Facsimile: (615)242-4203
E-mail: spoteet@manierherod.com
mcollins@manierherod.com
swilliams@manierherod.com
Atlantic Specialty Insurance Company and its affiliated sureties
are represented by:
John E. Sebastian, Esq.
Albert L. Chollet, III, Esq.
WATT, TIEDER, HOFFAR, & FITZGERALD, L.L.P.
10 S. Wacker Drive, Suite 2935
Chicago, IL 60606
Telephone: (312)219-6900
E-mail: jsebastian@watttieder.com
achollet@watttieder.com
SunEdison, Inc., and its affiliated debtors are represented by:
Jay M. Goffman, Esq.
J. Eric Ivester, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Four Times Square
New York, NY 10036-6522
Telephone: (212)735-3000
Facsimile: (212)735-2000
E-mail: jay.goffman@skadden.com
eric.ivester@skadden.com
- and -
James J. Mazza, Jr., Esq.
Louis S. Chiappetta, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
155 N. Wacker Dr.
Chicago, IL 60606-1720
Telephone: (312)407-0700
Facsimile: (312)407-0411
E-mail: james.mazza@skadden.com
louis.chiappetta@skadden.com
About SunEdison, Inc.
SunEdison, Inc., is a developer and seller of photovoltaic energy
solutions, an owner and operator of clean power generation assets,
and a global leader in the development, manufacture and sale of
silicon wafers to the semiconductor industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.
The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.
TERRAFORM GLOBAL: Hit With Default Notice Over Late Financials
--------------------------------------------------------------
Brian Eckhouse, writing for Bloomberg News, reported that a unit of
TerraForm Global Inc. has 90 days to issue its delinquent annual
report or it could face demands to pay off hundreds of millions in
debt six years early, partly because bankrupt parent SunEdison Inc.
hasn't filed its own financial statement.
According to the report, citing a statement from their law firm,
Willkie Farr & Gallagher, holders of bonds issued by TerraForm
Global Operating LLC sent a notice of default on the yieldco's 9.75
percent senior notes due in 2022. The group represents more than
25 percent of aggregate principal of the notes, according to the
firm, which said failure to remedy the problem in 90 days would
constitute an "event of default," the report related.
If that happens, bondholders could demand payment in full, said
Julia Winters, a bankruptcy analyst at Bloomberg Intelligence, the
report further related. There's $760.4 million outstanding on the
issue, the report cited data compiled by Bloomberg.
About TerraForm Global
TerraForm Global owns and operates renewable energy generation
assets worldwide. The Company generates electricity through solar,
wind, and hydro-electric projects and serves utility, commercial,
industrial and government customers. TerraForm Global holds wind
and solar projects in South Africa, India and China.
* * *
The Troubled Company Reporter, on April 11, 2016, reported that
Standard & Poor's Ratings Services placed its 'B-' corporate credit
rating on TerraForm Global Inc. on CreditWatch with negative
implications.
In addition, S&P placed the 'B-' rating on TerraForm Global
Operating LLC's senior unsecured notes and 'B+' rating on its
revolving credit facility on CreditWatch with negative
implications.
The recovery rating on the unsecured notes remains '3', indicating
S&P's expectation for meaningful recovery (50% to 70%; upper half
of the range) of principal if a payment default occurs. The
recovery rating on the revolver is '1', indicating expectations
for
very high (90% to 100%) recovery if a payment.
"The CreditWatch placement reflects the recent failure of
TerraForm
Global Inc. to file its annual 10-K statement with the SEC," said
Standard & Poor's credit analyst Michael Ferguson. Given its
current rating level, the company's inability to provide timely
and
accurate financial statements is an issue because even modest
discrepancies in financial information could lead S&P to believe
that the actual credit quality is lower than currently
anticipated,
and that liquidity could become constrained more immediately than
previously foreseen; the latter would call into question whether
the issuer should be rated in the 'CCC' category. While the
company
would be entitled to a cure period, continued inability to file
financial statements would likely result in an event of default.
About SunEdison, Inc.
SunEdison, Inc., is a developer and seller of photovoltaic energy
solutions, an owner and operator of clean power generation assets,
and a global leader in the development, manufacture and sale of
silicon wafers to the semiconductor industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.
The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.
The Office of the U.S. Trustee on April 29 appointed seven
creditors of SunEdison, Inc., to serve on the official committee of
unsecured creditors. Matthew S. Barr, Esq., David J. Lender, Esq.,
Jonathan D. Polkes, Esq., Joseph H. Smolinsky, Esq., and Jill
Frizzley, Esq., at Weil, Gotshal & Manges LLP, in New York.
TERVITA CORP: To Utilize 30-Day Grace Period Under Indenture
------------------------------------------------------------
Tervita Corporation on May 16 disclosed that it has elected to
utilize the 30 day grace period (the "Grace Period") pursuant to
the indenture governing its 11.875% senior subordinated notes due
2018 (the "Senior Subordinated Notes") and has not made the US$18.3
million interest payment due on May 16, 2016 in connection with the
Senior Subordinated Notes (the "May Interest Payment").
The Company will utilize the Grace Period to engage in discussions
with its lenders and noteholders on a potential recapitalization
transaction. No agreement regarding a recapitalization transaction
has been entered into at this time, and no assurances can be given
that the Company's efforts will result in any such agreement. The
Company remains and intends to remain current with its suppliers,
trade partners and contractors.
The failure to make the May Interest Payment on the scheduled date
does not constitute an Event of Default under the indenture that
governs the Senior Subordinated Notes. The Company reserves the
right to make the interest payment prior to the expiry of the Grace
Period. The Company has sufficient liquidity to maintain going
concern operations, which includes nearly C$400 million cash on
hand and continued access to its $350 million revolving credit
facility.
About Tervita
Tervita -- http://www.Tervita.com-- is an environmental solutions
provider. Its integrated earth, water, waste and resource
solutions deliver safe and efficient results through all phases of
a project by minimizing impact, maximizing returns.
TRANS-LUX CORP: Incurs $1.11 Million Net Loss in First Quarter
--------------------------------------------------------------
Trans-Lux Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.11 million on $3.83 million of total revenues for the three
months ended March 31, 2016, compared to a net loss of $681,000 on
$4.35 million of total revenues for the same period in 2015.
As of March 31, 2016, Trans-Lux had $12.15 million in total assets,
$13.29 million in total liabilities and a total stockholders'
deficit of $1.13 million.
"We do not have adequate liquidity, including access to the debt
and equity capital markets, to operate our business. The Company
incurred a net loss of $1.1 million in the three months ended March
31, 2016 and has a working capital deficiency of $2.9 million as of
March 31, 2016. As a result, our short-term business focus has
been to preserve our liquidity position. Unless we are successful
in obtaining additional liquidity, we believe that we will not have
sufficient cash and liquid assets to fund normal operations for the
next 12 months. In addition, the Company's obligations under its
pension plan exceeded plan assets by $5.1 million at March 31, 2016
and the Company has a significant amount due to its pension plan
over the next 12 months. The Company is in default on its 8 1/4%
Limited convertible senior subordinated notes due 2012 and 9 1/2%
Subordinated debentures due 2012, which have remaining principal
balances of $626,000 and $334,000, respectively. As a result, if
the Company is unable to (i) obtain additional liquidity for
working capital, (ii) make the minimum required contributions to
the defined benefit pension plan and/or (iii) make the required
principal and interest payments on the Notes and the Debentures,
there would be a significant adverse impact on the financial
position and operating results of the Company."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/gaXsrm
About Trans-Lux Corporation
Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.
Trans-Lux Corporation reported a net loss of $1.74 million on
$23.56 million of total revenues for the year ended Dec. 31, 2015,
compared to a net loss of $4.62 million on $24.35 million of total
revenues for the year ended Dec. 31, 2014.
Marcum LLP, in Hartford, CT, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2015, noting that the Company has suffered recurring losses
from operations and has a significant working capital deficiency
that raise substantial doubt about its ability to continue as a
going concern. Further, the Company is in default of the indenture
agreements governing its outstanding 9 1/2% subordinated debentures
which were due in 2012 and its 8 1/4% limited convertible senior
subordinated notes which were due in 2012 so that the trustees or
holders of 25% of the outstanding Debentures and Notes have the
right to demand payment immediately. Additionally, the Company has
a significant amount due to their pension plan over the next 12
months.
TRANSGENOMIC INC: Needs More Time to File Form 10-Q
---------------------------------------------------
Transgenomic, Inc. filed with the Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
March 31, 2016.
The Company has determined that it is unable to file the Form 10-Q
within the prescribed time period because the Company requires
additional time for compilation and review to ensure adequate
disclosure of certain information required to be included in the
Form 10-Q. The Form 10-Q will be filed as soon as possible
following the prescribed due date.
About Transgenomic
Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services. The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise. The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.
Transgenomic reported a net loss available to common stockholders
of $34.3 million on $1.65 million of net sales for the year ended
Dec. 31, 2015, compared to a net loss available to common
stockholders of $15.08 million on $1.24 million of net sales for
the year ended Dec. 31, 2014.
As of Dec. 31, 2015, Transgenomic had $4.81 million in total
assets, $17.6 million in total liabilities and a total
stockholders' deficit of $12.8 million.
Ernst & Young LLP, in Hartford, Connecticut, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
TRIBUNE PUBLISHING: Gannett Raises Buyout Offer by 22%
------------------------------------------------------
Joshua Jamerson, writing for The Wall Street Journal, reported that
Gannett Co. said on May 16 that it raised its all-cash offer for
Tribune Publishing Co. to about $475 million, just two weeks after
Tribune’s board rejected a lower bid.
According to the report, Gannett raised its offer to $15 a share, a
proposal valued at about $475 million when excluding about $385
million of outstanding debt.
The revised offer represents a 22% increase over its prior bid and
a nearly 100% premium over Tribune Publishing's share price of
$7.52 on April 22, the last trading day before Gannett made public
its initial offer of $12.25 a share April 25, the report related.
Gannett's first proposal was valued at about $400 million plus the
assumption of debt, the report said.
”Our increased offer demonstrates our commitment to engaging in
serious and meaningful negotiations with the Tribune Board to reach
a mutually agreeable transaction where Gannett acquires all of
Tribune," Gannett Chairman John Jeffry Louis said, the report
cited. "It is evident from our discussions with Tribune
shareholders that there is overwhelming support for the companies
to engage immediately."
Tribune Publishing, which owns newspapers including The Los
Angeles
Times and The Chicago Tribune, has hired advisers to consider the
bid, which amounted to $815 million including debt and other
liabilities, the company said in a statement, the report related.
* * *
The Troubled Company Reporter, on Dec. 9, 2015, reported that
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Chicago-based newspaper publisher
Tribune Publishing Co. to 'B' from 'B+'. The rating outlook is
stable.
At the same time, S&P lowered its issue-level rating the company's
term loan due 2021 to 'B' from 'B+'. The '3' recovery rating is
unchanged, indicating S&P's expectation for meaningful recovery
(50%-70%; upper half of the range) of principal in the event of a
payment default or bankruptcy.
S&P also lowered its issue-level rating on the company's $140
million asset-based lending (ABL) revolving credit facility due
2019 to 'BB-' from 'BB'. The '1' recovery rating is unchanged,
indicating S&P's expectation for very high recovery (90%-100%) of
principal in the event of a payment default or bankruptcy.
"The downgrades are based on Tribune's elevated leverage due to
continued top line weakness, higher-than-expected restructuring
expenses, and our view that there is greater volatility in the
company's credit metrics than we had previously expected," said
Standard & Poor's credit analyst Thomas Hartman. "We expect that
leverage will be in the 4x-5x range in 2015."
TRONOX INC: Bank Debt Trades at 4% Off
--------------------------------------
Participations in a syndicated loan under which Tronox Inc is a
borrower traded in the secondary market at 96.06
cents-on-the-dollar during the week ended Friday, May 6, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.65 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 May 6.
UNITED SUPPORT: Wants Exclusive Periods Extended by 90 Days
-----------------------------------------------------------
United Support Solutions, Inc., asks the U.S. Bankruptcy Court for
the District of New Jersey to extend for an additional 90 days the
exclusive periods for the Debtor to file a plan of reorganization
and to solicit acceptances for that plan.
The Debtor's Exclusive Periods currently expire on June 15, 2016,
and Aug. 16, 2016, respectively.
A hearing on the extension motion will be held on June 7, 2016, at
11:00 a.m.
The Debtor says that the requested 90-day extension of the
Exclusive Periods is reasonable, necessary, and appropriate.
The Debtor recently filed a motion seeking a bar date for the
filing of requests for payment of administrative expense. A
hearing on the bar date motion is currently scheduled for June 7,
2016. Pursuant to the proposed form of order filed with the Bar
Date Motion, the deadline for the filing of Requests for Payment of
Administrative Expenses would be July 5, 2016. Once the Debtor has
an understanding as to the quantum of administrative expenses in
the case, it will be better able to determine the best method for
resolving its case.
The Debtor still has contractual obligations arising from the terms
of the asset purchase agreement it entered into with LMT Mercer
Group, Inc., and it requires additional time in order to fulfill
those obligations.
The Debtor is still in the process of collecting its accounts
receivables.
There is no current prospect of some other party in interest
proposing a plan of reorganization for the Debtor.
Headquartered in Cedar Grove, New Jersey, United Support Solutions,
Inc., was founded in 1980 as a small silk-screening business.
Initially, the Debtor operated out of a household garage. Since
then, with growth, the Debtor has expanded its services and
customer base and moved in to two state of the art leased locations
in Cedar Grove, New Jersey and Totowa, New Jersey. The Debtor is
now owned and operated by Joseph Ostering and John Ostering.
The Debtor has expertise in silk-screening and its services include
chemical conversion coating, plating and powder coating. The
Debtor is now a one-stop manufacturing facility for a wide variety
of customers in the commercial and medical industries, as well as
the military.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
N.J. Case No. 15-29633) on Oct. 19, 2015, listing $25,000 in total
assets and $4.73 million in total liabilities. The petition was
signed by Joseph Ostering, president. Judge Stacey L. Meisel
presides over the case.
Jay L. Lubetkin, Esq., and Barry J. Roy, Esq., at Rabinowitz
Lubetkin & Tully, L.L.C., serves as the Debtor's bankruptcy
counsel.
UNIVERSAL GROUND: Seeks Approval to Hire Corcoran as Accountant
---------------------------------------------------------------
The official appointed to oversee Universal Ground Services &
Construction Company Inc.'s creditors trust has filed an
application to employ the firm of Stephen L. Corcoran, CPA, P.A. as
his accountant.
The move came after the trustee separated with GlassRatner Advisory
& Capital Group LLC, which performed accounting services for the
trustee prior to Nov. 21, 2015.
The firm will assist the trustee in preparing quarterly reports
required by the Office of the U.S. Trustee, tax returns, financial
reporting required by the terms of the creditors' trust, and other
accounting functions.
The fees for the performance of the accounting services are based
upon the firm's hourly rates:
Stephen L. Corcoran, CPA $225.00
Cheri Cohen, CPA $120.00
Patricia Quebbemann $90.00
The firm has agreed to perform the services for a fixed fee of
$6,000, according to filings.
Mr. Corcoran disclosed in a declaration filed with the U.S.
Bankruptcy Court for the Middle District of Florida that his firm
does not hold or represent any interest adverse to the trustee or
to the creditors trust.
The accounting firm can be reached through:
Stephen L. Corcoran, CPA
4820 W. Gandy Boulevard
Tampa, Florida 33611
Phone: 813-837-6300
Fax: 813-837-6303
www.scorcorancpa.com
The trustee can be reached through his counsel:
J. Martin Knaust, Esq.
martin.knaust@arlaw.com
Adams and Reese LLP
150 Second Avenue North, 17th Floor
St. Petersburg, FL 33701
Telephone: (727) 502-8250
Facsimile: (727) 502-8950
- and -
Lynn Welter Sherman, Esq.
lynn.sherman@arlaw.com
Adams and Reese LLP
101 E. Kennedy Boulevard, Suite 4000
Tampa, Florida 33602
Telephone: (813) 402-2880
Facsimile: (813) 402-2887
About Universal Ground
Universal Ground Services & Construction Company Inc. sought
protection under Chapter 11 of the Bankruptcy Code in the Middle
District of Florida (Tampa) (Case No. 12-13774) on September 8,
2012. The petition was signed by Michael D. Harding, PE, court
appointed receiver.
The Debtor estimated assets of $0 to $50,000 and debts of $1
million to $10 million.
VESTIS RETAIL: Committee Hires Cooley as Lead Counsel
-----------------------------------------------------
Vestis Retail Group LLC's official committee of unsecured creditors
seeks approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Cooley LLP as its lead counsel.
As lead counsel, the firm will:
(a) attend the meetings of the committee;
(b) review financial and operational information furnished by
the Debtors to the committee;
(c) analyze and negotiate the budget and the terms of debtor-
in-possession financing;
(d) assist in the Debtors' efforts to reorganize or sell
their assets in a manner that maximizes value for
creditors;
(e) review and investigate the liens of purported secured
parties;
(f) review and investigate prepetition transactions in which
the Debtors and/or their insiders were involved;
(g) assist the committee in negotiations with the Debtors and
other parties in interest on any proposed Chapter 11 plan
or exit strategy for these cases;
(h) confer with the Debtors' management, counsel and
financial advisor and any other retained professional;
(i) confer with the principals, counsel and advisors of the
Debtors' lenders and equity holders;
(j) review the Debtors' schedules, statements of financial
affairs and business plan;
(k) advise the committee as to the ramifications regarding
all of the Debtors' activities and motions before this
court;
(l) file appropriate pleadings on behalf of the committee;
(m) review and analyze the Debtors' financial advisors' work
product and report to the committee;
(n) provide the committee with legal advice in relation to
the chapter 11 cases;
(o) prepare various pleadings to be submitted to the court
for consideration; and
(p) perform such other legal services for the committee as
may be necessary or proper in these proceedings.
The current hourly rates of the Cooley professionals anticipated to
be primarily staffed on this matter are as follows:
Attorney Status Hourly Rate
-------- ------ -----------
Jay R. Indyke Partner $1,115
Jeffrey L. Cohen Partner $850
Richelle Kalnit Associate $800
Evan Lazerowitz Associate $425
Mollie Canby Paralegal $225
Consistent with the firm's policy with respect to its other
clients, Cooley will charge the committee for all charges and
disbursements incurred, according to the committee.
Cooley will comply with the U.S. trustee's requests for information
and additional disclosures as set forth in U.S. Trustee Guidelines,
both in connection with the committee's employment application and
the interim and final fee applications to be filed by the firm.
Jeffrey Cohen, Esq., a partner at Cooley, disclosed in a
declaration that his firm does not have an interest adverse to the
Debtors' estates and is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code, as modified by
section 1103(b) of the Bankruptcy Code.
Cooley LLP can be reached through:
Jay R. Indyke, Esq.
Cathy Hershcopf, Esq.
Jeffrey L. Cohen, Esq.
Richelle Kalnit, Esq.
Cooley LLP
The Grace Building
1114 Avenue of the Americas
New York, New York 10036
Telephone: (212) 479-6000
Facsimile: (212) 479-6275
jindyke@cooley.com
chershcopf@cooley.com
jcohen@cooley.com
rkalnit@cooley.com
The committee can be reached through:
Christopher A. Ward
Shanti M. Katona
222 Delaware Avenue, Suite 1101
Wilmington, Delaware 19801
Telephone: (302) 252-0920
Facsimile: (302) 252-0921
cward@polsinelli.com
skatona@polsinelli.com
Vestis Retail Group and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on
April 18, 2016. The Debtors estimated assets in the range of $0
to $50,000 and debts of $100 million to $500 million. The
petitions were signed by Thomas A. Kennedy as secretary.
Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et
al., operate 144 retail stores, which are located in 15 states.
Bob's Stores operates 36 stores throughout New England, New York,
and New Jersey. Eastern Mountain Sports operates 61 stores,
located primarily in the Northeastern states. Sport Chalet
operates 47 stores throughout California, Arizona, and Nevada.
Bob's Stores and EMS primarily operate stores located in the
Northeastern states, while Sport Chalet's stores, which are
currently being liquidated, are located in the Western states.
Prior to the Petition Date, each of the three Debtor retailers
operated an e-commerce site at, respectively, www.bobstores.com,
www.sportchalet.com, and www.ems.com. In 2015, the Debtors
collectively generated 5% of their total sales, or approximately
$32 million, through e-commerce, according to Court documents.
Judge Laurie Selber Silverstein is assigned to the cases.
The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as
their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors
LLC as their financial advisor and Kurtzman Carson Consultants, LLC
as their claims and noticing agent.
An official committee of unsecured creditors has been appointed in
the cases. The Committee has tapped Cooley LLP as its lead counsel
and Polsinelli as conflicts counsel. Zolfo Cooper, LLC serves as
its bankruptcy consultant and financial advisor.
VESTIS RETAIL: Committee Hires Zolfo Cooper as Financial Advisor
----------------------------------------------------------------
Vestis Retail Group LLC's official committee of unsecured creditors
seeks approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Zolfo Cooper, LLC as its bankruptcy consultant
and financial advisor.
The committee tapped the firm to provide these services:
(a) advise the committee regarding the sale of the Debtors'
business or assets;
(b) monitor the Debtors' cash flow and operating performance,
including:
(i) comparing actual financial and operating results to
plans,
(ii) evaluating the adequacy of financial and operating
controls,
(iii) tracking the status of the progress of the Debtors
and their professionals relative to developing and
implementing programs such as preparation of a
business plan, identifying and disposing of non-
productive assets, and other such activities, and
(iv) preparing periodic presentations to the committee
summarizing findings and observations resulting from
Zolfo's monitoring activities;
(c) analyze and comment on operating and cash flow
projections, business plans, operating results, financial
statements, other documents and information provided by
the Debtors or their professionals, and other information
and data pursuant to the committee's request;
(d) advise the committee concerning interfacing with the
Debtors, other constituencies and their respective
professionals;
(e) prepare for and attend meetings of the committee;
(f) analyze claims and perform investigations of potential
preferential transfers, fraudulent conveyances, related-
party transactions and such other transactions as may be
requested by the committee;
(g) analyze and advise the committee about the Debtors'
proposed plan of reorganization, the underlying business
plan, including the related assumptions and rationale,
and the related disclosure statement; and
(h) prepare an expert report and provide testimony, as
required.
The billing rates for professionals who may be assigned to this
engagement in effect as of January 1, 2016, are as follows:
Managing Directors $790 - $985
Professional Staff $280 - $790
Support Personnel $60 - $270
Zolfo Cooper will receive reimbursement for work-related expenses.
The Debtor has also agreed to indemnify and hold the firm harmless
against losses, claims, damages and liabilities in connection with
its employment.
David MacGreevey, managing director of Zolfo Cooper, disclosed in a
declaration that no employee of the firm holds or represents any
interest adverse to the Debtors.
Zolfo Cooper can be reached through:
David MacGreevey
Grace Building
1114 Avenue of the Americas, 41st Floor
New York, NY 10036
Tel: +1 212 561 4000 or
+1 212 561 4187
Fax: +1 212 213 1749
Email: dmacgreevey@zolfocooper.com
About Vestis Retail
Vestis Retail Group and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on
April 18, 2016. The Debtors estimated assets in the range of $0
to $50,000 and debts of $100 million to $500 million. The
petitions were signed by Thomas A. Kennedy as secretary.
Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et
al., operate 144 retail stores, which are located in 15 states.
Bob's Stores operates 36 stores throughout New England, New York,
and New Jersey. Eastern Mountain Sports operates 61 stores,
located primarily in the Northeastern states. Sport Chalet
operates 47 stores throughout California, Arizona, and Nevada.
Bob's Stores and EMS primarily operate stores located in the
Northeastern states, while Sport Chalet's stores, which are
currently being liquidated, are located in the Western states.
Prior to the Petition Date, each of the three Debtor retailers
operated an e-commerce site at, respectively, www.bobstores.com,
www.sportchalet.com, and www.ems.com. In 2015, the Debtors
collectively generated 5% of their total sales, or approximately
$32 million, through e-commerce, according to Court documents.
Judge Laurie Selber Silverstein is assigned to the cases.
The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as
their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors
LLC as their financial advisor and Kurtzman Carson Consultants, LLC
as their claims and noticing agent.
An official committee of unsecured creditors has been appointed in
the cases. The Committee has tapped Cooley LLP as its lead counsel
and Polsinelli as conflicts counsel. Zolfo Cooper, LLC serves as
its bankruptcy consultant and financial advisor.
VESTIS RETAIL: Committee Taps Polsinelli as Conflicts Counsel
-------------------------------------------------------------
Vestis Retail Group LLC's official committee of unsecured creditors
seeks approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Polsinelli PC as its Delaware and conflicts
counsel.
The committee tapped the firm to provide these services:
(a) in conjunction with Cooley LLP, the committee's proposed
lead counsel, provide legal advice with respect to the
powers and duties available to the committee;
(b) assist Cooley in the investigation of the acts, conduct,
assets, liabilities and financial condition of the
Debtors, the operation of the Debtors' businesses, and
any other matter relevant to these cases or to the
formulation of a plan of reorganization or liquidation;
(c) assist Cooley in preparing on behalf of the committee
necessary legal papers;
(d) review, analyze and assist Cooley in responding to all
pleadings filed by the Debtors or other parties-in-
interest in these cases and appear in court to present
those pleadings;
(e) consult with the Debtors and their professionals, other
parties-in-interest and their professionals, and the U.S.
trustee concerning the administration of the Debtors'
estates;
(f) represent the committee in hearings and other judicial
proceedings;
(g) advise the committee on practice and procedure in the
court and with respect to the Local Rules and local
practice; and
(h) perform all other legal services for the committee in
connection with the Debtors' cases.
Polsinelli's hourly rates for professionals who will be primarily
responsible for this matter range from $325 per hour to $800 per
hour for shareholders, from $240 per hour to $450 per hour for
associates and senior counsel, and from $75 per hour to $275 per
hour for paraprofessionals.
The primary attorneys and paralegals expected to represent the
committee and their respective discounted hourly rates are:
Christopher A. Ward Shareholder $575
Shanti M. Katona Shareholder $370
Jarrett Vine Associate $335
Lindsey M. Suprum Paralegal $230
Christopher Ward, Esq., a shareholder of Polsinelli PC, disclosed
in a declaration that his firm does not have interests materially
adverse to the interests of the Debtors' estates, and that the firm
is a "disinterested person" as that term is defined in section
101(14) of the Bankruptcy Code.
Polsinelli can be reached through:
Christopher A. Ward
Shanti M. Katona
222 Delaware Avenue, Suite 1101
Wilmington, Delaware 19801
Telephone: (302) 252-0920
Facsimile: (302) 252-0921
cward@polsinelli.com
skatona@polsinelli.com
About Vestis Retail
Vestis Retail Group and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on
April 18, 2016. The Debtors estimated assets in the range of $0
to $50,000 and debts of $100 million to $500 million. The
petitions were signed by Thomas A. Kennedy as secretary.
Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et
al., operate 144 retail stores, which are located in 15 states.
Bob's Stores operates 36 stores throughout New England, New York,
and New Jersey. Eastern Mountain Sports operates 61 stores,
located primarily in the Northeastern states. Sport Chalet
operates 47 stores throughout California, Arizona, and Nevada.
Bob's Stores and EMS primarily operate stores located in the
Northeastern states, while Sport Chalet's stores, which are
currently being liquidated, are located in the Western states.
Prior to the Petition Date, each of the three Debtor retailers
operated an e-commerce site at, respectively, www.bobstores.com,
www.sportchalet.com, and www.ems.com. In 2015, the Debtors
collectively generated 5% of their total sales, or approximately
$32 million, through e-commerce, according to Court documents.
Judge Laurie Selber Silverstein is assigned to the cases.
The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as
their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors
LLC as their financial advisor and Kurtzman Carson Consultants, LLC
as their claims and noticing agent.
An official committee of unsecured creditors has been appointed in
the cases. The Committee has tapped Cooley LLP as its lead counsel
and Polsinelli as conflicts counsel. Zolfo Cooper, LLC serves as
its bankruptcy consultant and financial advisor.
VESTIS RETAIL: Hires RCS as Real Estate Advisors
------------------------------------------------
Vestis Retails Group, LLC, and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ RCS Real Estate Advisors as the real estate
advisors for Bob's Stores and Eastern Mountain Sports, nunc pro
tunc to April 18, 2016.
The Debtors require RCS to:
(i) prepare a lease portfolio book showing (a) current lease
terms, (b) sales, (c) profits, and (d) occupancy cost and assist
contribution percentages relative to sales;
(ii) create a site ranking report by contribution, revenues,
and occupancy costs, as appropriate;
(iii) perform a rejection claim analysis;
(iv) analyze the Company's leased real estate assets;
(v) assist the Company in developing real estate goals and
parameters to determine store closures, store to keep under
renegotiated terms, and stores to of forward with;
(vi) negotiate with landlords with respect to rent reductions,
term modifications, lease extensions, and any other modification
deemed necessary for the Company's leaseholds;
(vii) work with the landlords and the Company to document
accurately all lease modification proposals and provide timely
status reports reflecting current progress;
(viii) attend and participate in court hearings, committee
meetings, and meetings with the Company and its counsel when
requested to do so by the Company;
(ix) negotiate waivers, reductions, or payout terms for
prepetition cure amounts due to landlords in the case of lease
assumptions and conduct negotiations with respect to mitigating
rejection claims in the case of lease rejections
(x) dispose by sale or otherwise all properties designated by
the Company (the "Disposition Properties") on an exclusive right to
sell basis and with respect to such properties:
-- review all pertinent documents and consult with the
Company's counsel;
-- market the Disposition Properties pursuant to a
marketing plan and budget that is subject to the Company's prior
approval;
-- communicate with parties who have expressed an interest
in a Disposition Property and use the best efforts to locate
additional parties who may have an interest in the property;
-- respond to and provide information necessary to
negotiate with and solicit offers from prospective purchasers
and/or settlements for landlords and make recommendations to the
Company as to the advisability of accepting particular offers or
settlements;
-- provide guidance to the Company with respect to methods
to resolve issues pertaining to the Disposition Properties;
-- work with the attorneys responsible for the
implementation of the proposed transactions, reviewing documents,
negotiating and assisting in resolving problems which may arise;
and
-- appear in court, as appropriate, during the term of the
retention to testify or to consult with the Company in connection
with the marketing or disposition of a Disposition Property.
The Debtors agreed to compensate RCS as follows:
(i) Reduction Fee -- for each Renegotiated Lease, RCS shall
earn five percent of the net present value (calculated at three
percent) difference between (a) the Original Lease Terms and (b)
the reduced rental payments renegotiated by RCS but not too exceed
the date the landlord could terminate the lease through an
exercisable termination right.
(ii) Modification Fee -- for any Non-Financial Modification or
Lease Option Modification accepted and agreed to by the Company,
RCS shall receive $3,000 per lease renegotiated by RCS, subject to
the terms of the Services Agreement.
(iii) Transaction Fee -- upon RCS's closing of a Transaction
that disposes of any or all of the Disposition Properties, RCS
shall receive an amount equal to (a) four percent of Gross Proceeds
if no co-broker is used or (b) five percent of Gross Proceeds in
the event a co-broker is used, in which case RC will retain three
percent of Gross proceeds and the co-broker will receive two
percent of the Gross proceeds.
(iv) Waiver/Reduction of Prepetition Cure Amounts -- RCS shall
be paid three percent of the total amount of the reduction.
(v) Desk-top Valuation -- RCS shall receive $500 per
valuation
In addition to the Fixed Fees, RCS will charge the Debtors on an
hourly basis for any additional services rendered at the Debtor'
specific written request:
President $750
Senior V-Pres $650
V-President $550
Paralegal $375
Administrators $250
RCS will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Ivan L. Friedman, President of Retail Consulting Services, Inc.,
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.
RCS may be reached at:
Ivan L. Friedman
460 West 34th Street
New York, NY 10001
Mobile: (917)776 9023
Tel: 212 239 1100 ext 200
Fax: 212 268 5454
E-mail: ifriedman@rcsrealestate.com
Vestis Retail Group and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on
April 18, 2016. The Debtors estimated assets in the range of $0
to $50,000 and debts of $100 million to $500 million. The
petitions were signed by Thomas A. Kennedy as secretary.
Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et
al., operate 144 retail stores, which are located in 15 states.
Bob's Stores operates 36 stores throughout New England, New York,
and New Jersey. Eastern Mountain Sports operates 61 stores,
located primarily in the Northeastern states. Sport Chalet
operates 47 stores throughout California, Arizona, and Nevada.
Bob's Stores and EMS primarily operate stores located in the
Northeastern states, while Sport Chalet's stores, which are
currently being liquidated, are located in the Western states.
Prior to the Petition Date, each of the three Debtor retailers
operated an e-commerce site at, respectively, www.bobstores.com,
www.sportchalet.com, and www.ems.com. In 2015, the Debtors
collectively generated 5% of their total sales, or approximately
$32 million, through e-commerce, according to Court documents.
Judge Laurie Selber Silverstein is assigned to the cases.
The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as
their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors
LLC as their financial advisor and Kurtzman Carson Consultants, LLC
as their claims and noticing agent.
An official committee of unsecured creditors has been appointed in
the cases. The Committee has tapped Cooley LLP as its lead counsel
and Polsinelli as conflicts counsel. Zolfo Cooper, LLC serves as
its bankruptcy consultant and financial advisor.
WESTERN DIGITAL: Bank Debt Trades at 2% Off
-------------------------------------------
Participations in a syndicated loan under which Western Digital
Corp is a borrower traded in the secondary market at 97.70
cents-on-the-dollar during the week ended Friday, May 6, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.33 percentage points from the
previous week. Epicor Software pays 550 basis points above LIBOR
to borrow under the $3.75 billion facility. The bank loan matures
on March 23, 2023 and carries Moody's Ba1 rating and Standard &
Poor's BBB- 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 May 6.
WHISTLER ENERGY: Vinson, Kelly Hart Represent 1st Lien Noteholders
------------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the first lien noteholders submitted a verified statement telling
the U.S. Bankruptcy Court for the Eastern District of Louisiana
that Vinson & Elkins L.L.P. and Kelly Hart Pitre represent them in
connection with a potential restructuring of the Debtor.
These creditors each has consented to the multiple representation
by Vinson & Elkins and Kelly Hart:
Name Nature And Amount Of Disclosable
---- Economic Interest
-----------------
Apollo Franklin $2,939,659.18 of senior secured debt
Partnership, L.P. (inclusive of accrued and unpaid
c/o Apollo Management, L.P. interest as of May 2, 2016)
9 W57TH Street, 37th Floor
New York, NY 10019
Attn: Joseph Glatt
Apollo Centre Street $13,754,368.67 of senior secured
Partnership, L.P. debt (inclusive of accrued and
c/o Apollo Management, L.P. unpaid interest as of May 2, 2016)
9 W57TH Street, 37th Floor
New York, NY 10019
Attn: Joseph Glatt
Apollo Special $22,950,917.08 of senior secured
Opportunities debt (inclusive of accrued and
Managed Account, L.P. unpaid interest as of May 2, 2016)
c/o Apollo Management, L.P.
9 W57TH Street, 37th Floor
New York, NY 10019
Attn: Joseph Glatt
Apollo Credit $90,077,629.91 of senior secured
Opportunity Fund III debt (inclusive of accrued and
AIV I LP unpaid interest as of May 2, 2016)
c/o Apollo Management, L.P.
9 W57TH Street, 37th Floor
New York, NY 10019
Attn: Joseph Glatt
ANS Holdings (WE), Ltd. $3,953,120.10 of senior secured
c/o Apollo Management, L.P. debt (inclusive of accrued and
9 W57TH Street, 37th Floor unpaid interest as of May 2, 2016)
New York, NY 10019
Attn: Joseph Glatt
Kelly Hart can be reached at:
KELLY HART & PITRE
Louis M. Phillips, Esq.
One American Place
301Main Street, Suite 1600
Baton Rouge, LA 70801-1916
Tel: (225) 381-9643
Fax: (225) 336-9763
E-mail: louis.phillips@kellyhart.com
and
Patrick (Rick)M. Shelby, Esq.
400 Poydras Street, Suite 1812
New Orleans, LA 70130
Tel: (504) 522-1812
Fax: (504) 522-1813
E-mail: rick.shelby@kellyhart.com
Vinson & Elkins can be reached at:
VINSON & ELKINS L.L.P.
Harry A. Perrin, Esq.
Reese A. O'Connor, Esq.
First City Tower
1001 Fannin Street, Suite 2500
Houston, TX 77002-6760
Tel: (713) 758-2222
Fax: (713) 758-2346
E-mail: hperrin@velaw.com
roconnor@velaw.com
Romfor Supply Company, Adriatic Marine, L.L.C., Hydra Ops, LLC,
Scientific Drilling, and Patterson Services, Inc., filed an
involuntary Chapter 11 petition against alleged debtor, Houston,
Texas-based Whistler Energy II, LLC (Bankr. E.D. La. Case No.
16-10661) on March 24, 2016. Judge Jerry A. Brown presides over
the case. The Peitioners are represented by Stewart F. Peck, Esq.,
who has an office in New Orleans, Louisiana.
[*] Oil & Gas Sectors Face Uncertain Future, Creditsafe USA Says
----------------------------------------------------------------
Creditsafe USA, the world's most used supplier of company business
intelligence, on May 17 released startling statistics about the
troubled oil and gas sector. This report comes on the heels of
Chapter 11 filings by four significant industry powerhouses:
Breitburn Energy Partners, Linn Energy, Pennsylvania Virginia
Corp., and Sand Ridge Energy, as well as the restructuring
announcement by Seventy Seven Energy, Inc.
"The oil and gas sector is incredibly important industry to the
United States. Our research estimates oil and gas companies
contributed $220B to the US economy in 2015. This represents a
significant percentage of the country's GDP. With five companies
declaring financial duress in less than five days, it is obvious
the industry is in trouble. And it is only going to get worse,"
said Matthew Debbage, CEO, Creditsafe USA and Asia.
Mr. Debbage continued, "The oil and gas industry ranks in the top
5% of slowest paying industries with construction being the
slowest. And, the industry has seen a 25% increase in its days
beyond terms, which is now at 7.3. Breitburn Energy Partners, Linn
Energy, Pennsylvania Virginia Corp., Sand Ridge Energy and Seventy
Severn Energy, Inc., have all displayed negative payment behavior
with respect to paying their suppliers."
Oil and Gas companies recently filing for Chapter 11 or
restructuring:
Breitburn Energy Partners: Involved in the acquisition,
exploitation and development of properties in the United States
that bear oil, natural gas and NGL.
Linn Energy: Top-20 independent U.S. E&P company with
approximately 7.3 Tcfe of proved reserves in producing U.S. basins.
The Company's core focus areas are the Rockies, California, Hugoton
Basin, Mid-Continent, Permian Basin, east Texas and north Louisiana
("TexLa"), Michigan, Illinois and South Texas.
Penn Virginia Corporation: Engaged in the exploration, development
and production of oil, NGLs and natural gas in various domestic
onshore regions of the United States, with a primary focus in the
Eagle Ford Shale of south Texas.
SandRidge Energy: Focused on exploration and production activities
in the Mid-Continent and Rockies regions of the United States.
Seventy Seven Energy Inc.: Provides range of well-site services and
equipment to land-based exploration and production customers in the
United States.
Oil and Gas Industry Snapshot:
Oil and gas industry consists of 1,000 companies with over one
million employees.
Sixty oil and gas companies have filed for bankruptcy since 2014.
Bankruptcies in this sector are expected to sextuple in 2016
according to Deloitte.
Eleven oil and gas companies filed for bankruptcy in April 2016
with an accumulated debt of $14.9 billion.
About The Creditsafe Group
The Creditsafe Group is the world's most used supplier of company
business intelligence, with ten Creditsafe Group reports downloaded
every second. Privately owned and independently minded, Creditsafe
is looking to change the way business Information is used by
providing high-quality data in an easy to use format that everyone
in an organization can benefit from.
Founded in Norway in 1997, The Creditsafe Group --
http://www.creditsafe.com-- has offices in countries all over the
world including: the UK, Germany, France, Sweden, Ireland, Italy,
Belgium, the Netherlands and the United States. Globally,
Creditsafe employs over 1,200 people and has more than 90,000
subscription customers. Three years ago, the Creditsafe Group
opened offices in the U.S. under the name Creditsafe USA. Its U.S.
operations are headquartered in Allentown, Pa. with another
facility in Phoenix, AZ.
*********
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 ***