/raid1/www/Hosts/bankrupt/TCR_Public/160610.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, June 10, 2016, Vol. 20, No. 162
Headlines
1422 ST. MARKS: Voluntary Chapter 11 Case Summary
ABENGOA BIOENERGY BIOMASS: Taps Armstrong as Local Counsel
ALLEGHENY BUILDERS: Case Summary & 11 Unsecured Creditors
ALPHA NATURAL: Sale of PLR Assets to Vantage Wins Court Okay
ALTISOURCE SOLUTIONS: Moody's Affirms B3 CFR, Alters Outlook to Neg
ANACOR PHARMACEUTICALS: Satisfies Merger Regulatory Condition
ARCH COAL: Selling Millennium Interest to LHR
ARCHDIOCESE OF ST. PAUL: Judge Says Constitution May Protect Church
ATLANTIC & PACIFIC: Bankruptcy Impacts Urstadt's Leased Rate
AWESOME PROPERTIES: Offers Lender Adequate Protection Payments
BASIC ENERGY: Copy of Presentation at BoA Energy Credit Conference
BILL BARRETT: Moody's Affirms Caa2 Corporate Family Rating
BLUFF CITY SHEET: Taps Harris Shelton as Legal Counsel
BUFFALO RESTAURANT: Inks Stipulation With Internal Revenue Service
C.R. REED TRANSPORT: Taps Strawn & Edwards as Legal Counsel
CAESARS ENTERTAINMENT: U.S. Congress Opposes Casino REIT Plan
CHAPARRAL ENERGY: Noteholders Reject $100M Equity Backstop Offer
CHEFS' WAREHOUSE: Moody's Assigns B2 Corporate Family Rating
CHOCTAW RESORT: S&P Raises ICR to 'BB-', Outlook Stable
CLASSIC COMMUNITIES: Taps Coldwell as Real Estate Broker
CLIFF CHAN: Seeks to Sell Roslyn Heights Property for $1.85MM
COMPASS PUBLIC: S&P Revises Outlook to Neg. & Affirms 'BB+' Rating
CONSTELLATION ENTERPRISES: Proposes July 11 Auction for Assets
CONSTELLATION ENTERPRISES: Proposes to Auction CSC Assets July 1
CONTOURGLOBAL POWER: S&P Raises CCR to 'BB-'; Outlook Stable
CORNERSTONE TOWER: Hires Contryman Associates as Accountant
CRESCENT HOLDINGS: S&P Affirms 'B-' CCR, Outlook Stable
CTI BIOPHARMA: Baxalta Reports 5.5% Equity Stake as of June 3
D&E GENERAL: Taps Marret & Company as Accountant
DAWSON INTERNATIONAL: Asks Court for Joint Administration of Cases
DISH DBS: Fitch Assigns BB- Rating on $750MM Sr. Unsec. Notes
DISH DBS: Moody's Assigns Ba3 Rating to Proposed Bond Offering
DISH DBS: S&P Assigns 'BB-' Rating on Proposed $750MM Sr. Notes
EFS COGEN: Moody's Assigns Ba3 Rating to Proposed Debt Offering
EMERALD OIL: $73M Bid from NEH to Open July 11 Auction
ENDURANCE ENERGY: To Restructure Case Under CCAA
ENERGY FUTURE: Deutsche Bank, Barclays et al. Offer $4-Bil. Loan
ENERGY FUTURE: Has Approval to Dispose Of De Minimis Assets
ENERGY XXI: Seeks Approval of Non-Insider Compensation Plans
EXAMWORKS GROUP: Moody's Assigns B2 Corporate Family Rating
EXAMWORKS GROUP: S&P Lowers CCR to 'B', Off CreditWatch Negative
EZE CASTLE: S&P Assigns 'B+' Rating on New $115MM Loan
GATES GLOBAL: Moody's Affirms B3 Corporate Family Rating
GENERAL MOTRIZ: Seeks to Hire Carrasquillo as Accountant
GR HOSPITALITY: Wants Access to Mortgage Lenders' Cash Collateral
GRAYSON COUNTY HOME: Taps Peterson & Peterson as Accountant
GREAT BASIN: Closes Public Offering of Units
HANOVER INSURANCE: Fitch Raises Rating on Sub. Debentures to BB+
HEYL & PATTERSON: Committee Taps Whiteford as Legal Counsel
HOLDEN PSYCHIATRIC: Hires Scott Steddum as CRO
HOLSTED MARKETING: Asks Court to Approve $1.5M DIP Financing Pact
HOLSTED MARKETING: Voluntary Chapter 11 Case Summary
IMH FINANCIAL: May Issue 1.8 Million Shares Under Incentive Plan
INFOMOTION SPORTS: Cash Collateral Hearing Set for June 20
INTERLEUKIN GENETICS: Has Public Offering of $15 Million Units
IRON BRIDGE TOOLS: Hires FMS Lawyer as Litigation Counsel
ISMAIL ARSLANGIRAY: Plan Admin. Selling 2 Properties for $345K
JADECO CONSTRUCTION: Hires Rayano as Litigation Counsel
K. HANNAH CORP: Taps Stichter Riedel as Legal Counsel
KATTOUR INC: Hires Joel M. Aresty as Bankruptcy Counsel
KENT LINDEMUTH: Kansas Developer Indicted on 13 Bankr. Fraud Counts
L HARRIS: Hires BP Oil Spill Claims Group as Special Counsel
LEDGES LLC: Hires McAuliffe & Associates as Bankruptcy Counsel
LIBERTY PROPERTY: Fitch Affirms BB+ Rating on Pref. Operating Units
MAUI LAND: Closes Sale of Pulelehua for $15 Million
MCCLATCHY CO: Completes Reverse Stock Split
METINVEST B.V.: Chapter 15 Case Summary
MICHAEL SMITH SR: Wins OK to Sell Interest in Brewing Company
MIRARCHI BROTHERS: Creditors' Committee Taps Saul Ewing as Counsel
MIRARCHI BROTHERS: Creditors' Panel Taps Bederson as Accountant
ML HOSPITALITY: Wants Access to Mortgage Lenders' Cash Collateral
MUNDO LATINO MARKET: Taps Wisdom Professional as Accountant
NAVISTAR INTERNATIONAL: Reports Net Income of $4 Million for Q2
NEOMEDIA TECHNOLOGIES: Lender Demands Default Payment of $43.5M
NEPHROS INC: Sells $807,000 of 11% Unsecured Promissory Notes
NUMISMATIC SUBS: Proposes Paying $750 per Month to PNC Bank
NUMISMATIC SUBS: Taps Pecarek & Herman as Legal Counsel
OLAYINKA OLUWOLE: Court Rules on Dispute With Abidemi
OMINTO INC: Michael Hansen Named Chief Executive Officer
OSAGE EXPLORATION: Has Compromise Settlement with Apollo
PEABODY ENERGY: Hires EY LLP as Auditor & Tax Advisor
PEABODY ENERGY: Proposes Aug. 19 as Claims Bar Date
PELICAN REAL: Case Summary & 3 Unsecured Creditors
PENN VIRGINIA: Proposes June 28 as Claims Bar Date
PICO HOLDINGS: Bloggers Show Conflict of Interest By CEO & Director
QUANTUM CORP: Series One Nominates 5 Directors to Board
RICEBRAN TECHNOLOGIES: Asks Shareholders to Block Takeover Attempt
RIVERSIDE PLAZA: Can Access UCF Cash Collateral Until July 1
RIVERSIDE PLAZA: Court Approves Linberger as Appraiser
RIVERSIDE PLAZA: Opposes UCF's Bid to Lift Stay
RIVERSIDE PLAZA: UCF Asks Court to Appoint Ch. 11 Trustee
ROWE CONTRACTING: Case Summary & 19 Largest Unsecured Creditors
RUSSELL INVESTMENTS: Fitch Assigns 'BB' Final Longterm IDR
SABINE PASS: Moody's Assigns Ba2 Rating to new $1BB Secured Notes
SABINE PASS: S&P Assigns Prelim. 'BB+' Rating on $1BB Sr. Notes
SAMSON RESOURCES: Seeks Plan Filing Extended Thru March Next Year
SEALED AIR: Moody's Hikes Corporate Family Rating to Ba2
SEVENTY SEVEN ENERGY: Moody's Lowers PDR to DPD on Bankr. Filing
SEVENTY SEVEN: Files for Bankruptcy, to Reduce Debt by $1.1 Billion
SEVENTY SEVEN: Judge Silverstein Gives DIP Financing Interim Okay
SHERRITT INT'L: DBRS Puts 'B(sf)' Issuer Rating Under Review
SILICON ALLEY: Judge Gravelle Halts Debtor's Use of Cash Collateral
SOUTH BUFFALO: Gets Okay to Finance $138,000 Insurance Premium
STARVING STUDENTS: Case Summary & 20 Largest Unsecured Creditors
STASSEN CONRAD GOINS: Court Approves $975K Sale of Property
SUNEDISON INC: 13-Week Budget, Cash Balance Report Filed
T&C GYMNASTICS: Granted Interim Access to Cash Collateral
T. J. CALDON: Judge Harwood Dismisses Chapter 11 Case
TIERRA DEL REY: Hires Heinz & Feinberg as Special Counsel
TRANSGENOMIC INC: Extends Maturity of Third Security Term Loan
TRANSGENOMIC INC: Signs $3.5M Sales Agreement with Craig-Hallum
TRI-G GROUP: Selling Golf Club to MIVA Properties for $781K
TRIANGLE PETROLEUM: Kenneth Hersh Reports 26.1% Stake
UNIVERSITY PARK: S&P Withdraws 'BB-' Rating on GO Bonds
VALEANT PHARMACEUTICALS: Incurs $374M Net Loss in First Quarter
VALEANT PHARMACEUTICALS: Ruane Cunniff Reports 4.72% Equity Stake
VALEANT PHARMACEUTICALS: S&P Affirms 'B' CCR, Off CreditWatch
YRC WORLDWIDE: Participates in Various Conferences
[*] FDIC Reaches $190M Settlement with Barclays, et al.
*********
1422 ST. MARKS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 1422 St. Marks Ave Management Corp
3rd Floor
3813 13th Ave
Brooklyn, NY 11218
Case No.: 16-42541
Chapter 11 Petition Date: June 8, 2016
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Eric H Horn, Esq.
VOGEL BACH & HORN, P.C.
1441 Broadway, STE 5031
New York, NY 10018
Tel: 212-242-8350
E-mail: ehorn@vogelbachpc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Shandelle Solny, officer.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
ABENGOA BIOENERGY BIOMASS: Taps Armstrong as Local Counsel
----------------------------------------------------------
Abengoa Bioenergy Biomass of Kansas, LLC seeks approval from the
U.S. Bankruptcy Court for the District of Kansas to hire Armstrong
Teasdale LLP as its local counsel.
The legal services to be provided by the firm include:
(a) advising Abengoa Bioenergy about its rights and
obligations as a debtor-in-possession;
(b) preparation and filing of legal papers;
(c) representation of the Debtor at hearings;
(d) representation of the Debtor in adversary
proceedings and other contested matters; and
(e) representation of the Debtor in connection
with debtor-in-possession financing
arrangements.
Armstrong Teasdale's services will be provided mostly by
professionals at firm's Kansas City office. The hourly rates for
the firm's professionals based in St. Louis and Kansas City are:
Partners and Counsel $350 - $710
Associates: $240 - $395
Legal Assistants $115 - $270
Aside from professional fees, the firm will also receive
reimbursement for work-related expenses.
Richard Engel, Jr., Esq., a partner at Armstrong Teasdale,
disclosed in a court filing that the firm does not have an interest
materially adverse to the Debtor's estate.
Armstrong Teasdale can be reached through:
Christine L. Schlomann
Richard W. Engel, Jr.
Erin M. Edelman
2345 Grand Blvd., Suite 1500
Kansas City, MO 64108
Tel: (816) 472-3153
Fax: (816) 221-0786
E-mail: cschlomann@armstrongteasdale.com
rengel@armstrongteasdale.com
eedelman@armstrongteasdale.com
About Abengoa Bioenergy
Abengoa Bioenergy Biomass of Kansas, LLC is a bioenergy company
whose operations and primary asset include a commercial-scale
industrial plant in Hugoton, Kansas, dedicated to the research and
development of converting non-food based cellulosic biomass matter
into ethanol.
The Debtor is directly owned by Abengoa Bioenergy Hybrid of Kansas,
LLC and is an indirect subsidiary of Abengoa, S.A., an engineering
and clean technology company founded in Spain in 1941.
Creditors Brahma Group Inc., CRB Builders L.L.C., and Summit Fire
Protection Co. filed an involuntary petition for the Debtor under
Chapter 7 of the Bankruptcy Code in the U.S. Bankruptcy Court for
the District of Kansas on March 23, 2016.
On April 8, 2016, the court granted the Debtor's motion to convert
the Chapter 7 case to a Chapter 11 case (Case No. 16- 10446).
ALLEGHENY BUILDERS: Case Summary & 11 Unsecured Creditors
---------------------------------------------------------
Debtor: Allegheny Builders & Contractors, Inc.
18304 Dundonnell Way
Olney, MD 20832
Case No.: 16-17760
Chapter 11 Petition Date: June 8, 2016
Court: United States Bankruptcy Court
District of Maryland (Greenbelt)
Judge: Hon. Thomas J. Catliota
Debtor's Counsel: Daniel M. Kennedy, III, Esq.
BARKLEY & KENNEDY, CHARTERED
51 Monroe Street, Suite 1407
Rockville, MD 20850
Tel: (301) 251-6600
Fax: (301) 762-2606
E-mail: dkennedy@barkenlaw.com
Total Assets: $1.14 million
Total Liabilities: $1.26 million
The petition was signed by Edward Boyko, president.
A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb16-17760.pdf
ALPHA NATURAL: Sale of PLR Assets to Vantage Wins Court Okay
------------------------------------------------------------
After a hearing on May 26, 2016, the Bankruptcy Court for the
Eastern District of Virginia entered an order approving the sale of
the assets of Pennsylvania Land Resources, LLC, a unit of Alpha
Natural Resources, Inc., to Vantage Energy Appalachia II LLC (or
its permitted assignee) on the terms of the Vantage Purchase
Agreement.
Rice Energy's bid was approved as the back-up bidder.
If the sale to Vantage (or its permitted assignee) does not close,
Rice's bid will remain open until August 15, 2016, and the Debtors
will be authorized, but not required, to close the sale of the PLR
assets to Rice.
PLR entered into an amended and restated asset purchase agreement
with Rice Drilling B LLC, an affiliate of Rice Energy, whereby Rice
would purchase substantially all of the assets of PLR for $200
million in cash, subject to limited purchase price adjustments, and
the assumption of certain liabilities. The Rice Purchase Agreement
constituted a "stalking horse bid" for the PLR assets in accordance
with bidding procedures previously approved by the Bankruptcy
Court, and included certain bid protections for Rice, including a
maximum expense reimbursement of $1.5 million and a break-up fee of
$2 million.
On April 26, 2016, after a hearing, the Bankruptcy Court entered an
order: (a) designating Rice as the stalking horse bidder for the
PLR assets on terms of the Rice Purchase Agreement, subject to
higher or better bids; (b) approving the Bid Protections; and (c)
granting certain related relief. The Purchase Agreement with Rice
remained subject to competing bids under the court-approved bidding
procedures.
Four additional qualified bids were received by the Debtors for the
PLR assets under the bidding procedures, and an auction among the
qualified bidders was conducted on May 16, 2016. Prior to the
conclusion of the auction, Vantage was designated as the successful
bidder for the PLR assets on terms of an asset purchase agreement
with a cash purchase price of $339,500,000. After accounting for
the payment of the Bid Protections to Rice, the anticipated cash
proceeds payable to the Debtors is expected to be $336,000,000.
Prior to the conclusion of the auction, Rice was designated as the
back up bidder with proposed purchase price $1,000,000 less than
the Vantage bid and otherwise on the terms of the Rice Purchase
Agreement. On May 17, 2016, the Debtors filed Notice of Designation
of Successful Bid and Next Best Bid for PLR Assets with the
Bankruptcy Court, attaching a copy of the Vantage Purchase
Agreement.
Pursuant to the terms of the Vantage Purchase Agreement, PLR and
certain affiliated entities will sell leasehold interests in
approximately 27,400 net undeveloped Marcellus acres, as well as
fee interests in the oil and gas underlying an additional 3,200
gross acres. Included within the acreage to be acquired by Vantage
are the rights to the Utica on approximately 23,500 net acres. The
Vantage Purchase Agreement provides that at closing, Vantage and
certain Alpha affiliates will enter into agreements providing for
the rights of the parties with respect to the development of (a)
the coal, by the Alpha affiliates or their successors in interest
and (b) the oil and gas, by Vantage. Subject to certain terms and
conditions, including the prior written consent of PLR, Vantage may
assign its rights under the Vantage Purchase Agreement to an
affiliate or other assignee; however, any such assignment will not
relieve Vantage of its obligations under the Vantage Purchase
Agreement.
A copy of the Vantage Purchase Agreement is available at
http://goo.gl/z379jF
Vantage is represented by:
Porter Hedges LLP
1000 Main Street, 36th Floor
Houston, TX 77002
Attention: John Higgins, Esq.
Jeremy Mouton, Esq.
Facsimile: 713-226-6248 and 713-226-6291
ALTISOURCE SOLUTIONS: Moody's Affirms B3 CFR, Alters Outlook to Neg
-------------------------------------------------------------------
Moody's Investors Service affirmed Altisource Solutions S.a.r.l.'s
B3 senior secured bank credit facility and B3 corporate family
ratings. The outlook was changed to negative from stable.
RATINGS RATIONALE
Altisource's financial position continues to be highly reliant on
Ocwen Financial Corp (B3 corporate family rating with a negative
outlook) from which Altisource earns approximately 75% of its
service revenues. The change in outlook reflects the modest decline
in Altisource's financial profile as a result of deterioration in
Ocwen's financial stability.
Altisource has made expanding its businesses and building out its
suite of services a priority. However at approximately 25%, such
businesses currently make a modest contribution to total revenues.
Moody's said, "Altisource's services agreements with Ocwen run
through 2025. However, a large percent of Altisource's default
related services revenue are for loans that Ocwen services for New
Residential Investment Corp. (B1 stable). Ocwen could be terminated
as servicer at New Residential's option on or after April 2017 if
Ocwen does not comply with its minimum servicer quality rating
requirement. Therefore, Altisource's revenues related to this
arrangement are at risk, and without a significant increase in
revenues from other businesses, we believe Altisource would be
challenged to generate positive income."
In the event that Ocwen's ratings are downgraded, Altisource's
ratings would likely also be downgraded. In addition, negative
ratings pressure on Altisource's ratings could result if the volume
of nonGSE loans that Ocwen services declines significantly or if
the company's financial metrics materially deteriorate for an
extended period of time.
Given the negative outlook, an upgrade is unlikely at this time.
ANACOR PHARMACEUTICALS: Satisfies Merger Regulatory Condition
-------------------------------------------------------------
Pfizer Inc. filed a Premerger Notification and Report Form under
the HSR Act and on June 6, 2016, the FTC granted early termination
of the waiting period under the HSR Act applicable to Pfizer
purchase of Shares in the Offer. Accordingly, the Regulatory
Condition has been satisfied. The Offer continues to be subject to
the other conditions set forth in Section 15 -- "Conditions of the
Offer" of the Offer to Purchase.
An amended Tender Offer Statement on Schedule TO has been filed by
Quattro Merger Sub Inc., and a wholly-owned subsidiary of Pfizer
Inc., with the U.S. Securities and Exchange Commission. The
Schedule TO relates to the offer by Purchaser to purchase all of
the outstanding shares of common stock, par value $0.001 per share,
of Anacor Pharmaceuticals, Inc., at a price of $99.25 per Share,
net to the seller in cash, without interest, but subject to any
required withholding of taxes, upon the terms and conditions set
forth in the offer to purchase dated May 26, 2016.
About Anacor Pharmaceuticals
Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform. Anacor has discovered eight compounds
that are currently in development. Its two lead product
candidates are topically administered dermatologic compounds -
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.
Anacor reported a net loss of $61.2 million on $82.4 million of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $87.1 million on $20.7 million of total revenues for the
year ended Dec. 31, 2014.
As of March 31, 2016, Anacor had $164 million in total assets, $119
million in total liabilities, $49,000 in redeemable common stock
and $44.6 million in total stockholders' equity.
ARCH COAL: Selling Millennium Interest to LHR
---------------------------------------------
Arch Coal, Inc., and its subsidiaries ask the U.S. Bankruptcy Court
for the District of Missouri, Eastern Division to approve the sale
and transfer of Arch Coal West's 38% membership interest in
Millennium Bulk Terminals-Longview, LLC, to LHR Infrastructure,
LLC, in accordance with a Membership Interest Purchase Agreement
(the "Millennium MIPA").
Millennium is a joint venture created to develop, own, lease and
operate a bulk cargo port and terminal facility in Longview,
Washington, on the Columbia River (the "Terminal"). Debtor Arch
Coal West currently owns a 38% membership interest in Millennium
and LHR owns the other 62%. Millennium is currently in the process
of obtaining approvals for and constructing the Terminal, which
sits on land that is leased to Millennium by Northwest Alloys, Inc.
("Northwest Alloys" and such lease, the "Ground Lease"). Arch Coal
West has obtained under the Debtors' securitization facility (i) a
letter of credit in the amount of $10 million (the "Northwest
Alloys LC") to secure Millennium's obligations under the Ground
Lease and (ii) a letter of credit to secure Millennium's
obligations to the Army Corps of Engineers under a wetlands
mitigation credit reservation and purchase agreement in the amount
of $756,580 (the "Army Corps of Engineers LC", and, together with
the Northwest Alloys LC, the "Letters of Credit") at a cost of
approximately $250,000 per year.
Millennium is currently in the process of obtaining approvals for
and constructing the terminal, which sits on land that is leased to
Millennium by Northwest Alloys, Inc. Arch Coal West has obtained
under the Debtors' securitization facility a letter of credit in
the amount of $10 million to secure Millennium's obligations under
the ground lease and a letter of credit to secure Millennium's
obligations to the Army Corps of Engineers under a wetlands
mitigation credit reservation and purchase agreement in the amount
of $756,580 at a cost of approximately $250,000 per year.
Construction and development of the terminal is a long-term and
capital-intensive project, and Arch Coal West is subject to
periodic capital calls in respect of its membership interests in
Millennium. Given the anticipated frequency of Millennium capital
calls, if Arch Coal West were to stop honoring capital calls, such
dilution could eliminate Arch Coal West's membership interests
entirely within the span of eight weeks. On April 24, 2016,
following extensive negotiations on the Millennium sale, Arch Coal
West and LHR entered into a letter agreement holding Arch Coal
West's capital contributions in abeyance, providing for LHR to pay
Arch Coal West's capital calls and waiving the 5% penalty, in each
case until June 30, 2016. The Millennium MIPA was executed on
May 26, 2016 and the Millennium sale is expected to close on or
before July 1, 2016, subject to entry of the Proposed Order and
satisfaction of customary closing conditions.
As a condition to the Millennium sale, Arch Coal West has agreed to
continue to maintain the letters of credit through Dec. 31, 2019,
with Millennium reimbursing the fees and other costs of such
maintenance up to a maximum of $400,000 per year and agreeing to
immediately reimburse any draws with respect to such letters of
credit. As a further condition to the Millennium Sale, Northwest
Alloys has provided its consent to the sale and thus waive its
right to immediately draw the Northwest Alloys LC.
The Debtors' decision to proceed with the Millennium sale in
accordance with the terms set out in the Millennium MIPA is based
upon their sound business judgment. They do not believe that
continued capital contributions can be justified given their
current liquidity position and in light of the long-term nature of
the terminal project. Absent a sale or other transfer of the
membership interests, Arch Coal West's ownership interests in
Millennium would invariably be diluted to zero in a short period of
time, which would strip Arch Coal West of its future right to
throughput services and provide Northwest Alloys with the right to
immediately draw the Northwest Alloys LC. The Millennium sale
prevents such an immediate draw and preserves the Debtors' rights
to up to 10% of the Terminal's future throughput capacity. The
Debtors submit that the Millennium MIPA represents the highest or
otherwise best offer for the membership interests, and accordingly
the Debtors believe that the Millennium sale will result in the
maximum benefit to their estates and creditors.
Counsel to the Debtors:
Marshall S. Huebner
Brian M. Resnick
Michelle M. McGreal
Kevin J. Coco
DAVIS POLK & WARDWELL LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Facsimile: (212) 607-7983
E-mail: marshall.huebner@davispolk.com
brian.resnick@davispolk.com
michelle.mcgreal@davispolk.com
kevin.coco@davispolk.com
Local Counsel to the Debtors and Debtors in Possession:
Lloyd A. Palans
Brian C. Walsh
Cullen K. Kuhn
Laura Uberti Hughes
BRYAN CAVE LLP
One Metropolitan Square
211 N. Broadway, Suite 3600
St. Louis, Missouri 63102
Telephone: (314) 259-2000
Facsimile: (314) 259-2020
E-mail: lapalans@bryancave.com
brian.walsh@bryancave.com
ckkuhn@bryancave.com
laura.hughes@bryancave.com
About Arch Coal
Founded in 1969, Arch Coal, Inc. is a producer and marketer of coal
in the United States, with operations and coal reserves in each of
the major coal-producing regions of the Country. As of January
2016, it was the second-largest holder of coal reserves in the
United States, owning or controlling over five billion tons of
proven and probable reserves. As of the Petition Date, Arch
employed approximately 4,600 full and part-time employees.
Arch Coal, Inc. and 71 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to
16-40191) on Jan. 11, 2016. The petition was signed by Robert G.
Jones as senior vice president-law, general counsel and secretary.
The Debtors disclosed total assets of $5.84 billion and total debt
of $6.45 billion. Judge Charles E. Rendlen III has been assigned
the case.
The Debtors have engaged Davis Polk & Wardwell LLP as counsel,
Bryan Cave LLP as local counsel, FTI Consulting, Inc. as
restructuring advisor, PJT Partners as investment banker, and Prime
Clerk LLC as notice, claims and solicitation agent.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee has retained Kramer Levin Naftalis &
Frankel LLP as counsel; Spencer Fane LLP as local counsel; Berkeley
Research Group, LLC as financial advisor; Jefferies LLC as
investment banker; and Blackacre LLC as coal consultant.
ARCHDIOCESE OF ST. PAUL: Judge Says Constitution May Protect Church
-------------------------------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that a
federal judge overseeing the Archdiocese of St. Paul and
Minneapolis's bankruptcy said clergy sexual abuse victims seeking
greater access to the archdiocese's assets may have to clear a
number of potentially high legal hurdles, including the First
Amendment.
According to the report, during a hearing on June 2 at the U.S.
Bankruptcy Court in Minneapolis, Judge Robert Kressel questioned
whether victims' recent request to force the archdiocese to pool
assets from hundreds of related -- but legally distinct --
affiliates is inconsistent with the protections of religious
freedom enshrined in the Constitution.
As previously reported by The Troubled Company Reporter, citing The
Wall Street Journal, the Archdiocese unveiled a
bankruptcy-reorganization plan on May 26 that sets aside at least
$65 million to help compensate hundreds of clergy sexual-abuse
victims.
According to the report, the plan was filed with the U.S.
Bankruptcy Court in Minneapolis after negotiations with victims'
lawyers and the archdiocese’s insurance companies failed to
produce a consensual resolution to the bankruptcy.
"While we believe that this plan is fair, we also know that some
well-intentioned people may raise objections," the report cited
Twin Cities Archbishop Bernard A. Hebda as saying in a statement
on
May 26. "We are committed to working earnestly with everyone
involved to find a fair, just and timely resolution."
In what is known as a "cramdown" in bankruptcy parlance, the
archdiocese has asked Judge Robert Kressel, the judge overseeing
the chapter 11 case, to approve the plan over victims' objections,
the report related. A cramdown scenario in bankruptcy requires a
judge to decide whether to force a creditor that has voted "no" to
accept a chapter 11 plan anyway, on the basis that the plan is
fair, the report noted.
About the Archdiocese of Saint Paul
and Minneapolis
The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chicago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties. There are 187 parishes and approximately 825,000
Catholic individuals in the region. These individuals and
parishes
are served by 3999 priests and 173 deacons.
The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on
Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.
The Debtor disclosed $45,203,010 in assets and $15,890,460 in
liabilities as of the Chapter 11 filing.
The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC d/b/a Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.
Eleven other dioceses have commenced Chapter 11 bankruptcy cases in
the United States to settle claims from current and former
parishioners who say they were sexually molested by priests.
U.S. Trustee for Region 12 appointed five creditors to serve on the
official committee of unsecured creditors.
The U.S. Trustee appointed five creditors to serve on the Committee
of Parish Creditors. Ginny Dwyer appointed as the acting
chairperson of the committee until such time as the members can
meet and officially elect their own person.
ATLANTIC & PACIFIC: Bankruptcy Impacts Urstadt's Leased Rate
------------------------------------------------------------
Urstadt Biddle Properties Inc., a real estate investment trust, on
June 7 reported its operating results for the three and six month
periods ended April 30, 2016.
Diluted Funds from Operations (FFO) for the quarter ended April 30,
2016 was $10,752,000 or $0.31 per Class A Common share and $0.28
per Common share, compared to $9,549,000 or $0.28 per Class A
Common share and $0.25 per Common share in last year's second
quarter. For the first six months of fiscal 2016, diluted FFO
amounted to $19,428,000 or $0.57 per Class A Common share and $0.51
per Common share, compared to $17,629,000 or $0.52 per Class A
Common share and $0.46 per Common share in the corresponding period
of fiscal 2015. The FFO amounts above include significant
non-recurring items in fiscal 2015. In an effort to assist
investors in analyzing changes to FFO, the company has included a
second FFO reconciliation table at the end of this report which
explains the effect of these non-recurring items on the company's
Diluted FFO. After removing these non-recurring items from both
the three and six-month periods of fiscal 2016 and 2015, the
company's adjusted Diluted FFO for the three month period ended
April 30, 2016 was $10,801,000 or $0.32 per diluted Class A Common
share and $0.28 per diluted Common share, compared to $9,727,000 or
$0.29 per diluted Class A Common share and $0.25 per diluted Common
share in last year's second quarter. Our adjusted FFO for the six
month period ended April 30, 2016 was $19,557,000 or $0.57 per
diluted Class A Common share and $0.51 per diluted Common share,
compared to $19,843,000 or $0.58 per diluted Class A Common share
and $0.52 per diluted Common share in the first six months of
fiscal 2015.
Net income attributable to Class A Common and Common stockholders
for the second quarter of fiscal 2016 was $4,769,000 or $0.14 per
diluted Class A Common share and $0.12 per diluted Common share,
compared to $3,677,000 or $0.11 per diluted Class A Common share
and $0.10 per diluted Common share in last year's second quarter.
Net income attributable to Class A Common and Common stockholders
for the first six months of fiscal 2016 was $7,646,000 or $0.22 per
diluted Class A Common share and $0.20 per diluted Common share,
compared to $5,794,000 or $0.17 per diluted Class A Common share
and $0.15 per diluted Common share in the first six months of
fiscal 2015.
The per share amounts for both FFO and net income for the six
months ended April 30, 2016 and 2015 include one-time property
acquisition costs of $129,000 and $1.9 million, respectively. The
first quarter fiscal 2015 acquisition costs of $1.8 million were
incurred when the company purchased four retail properties in New
Jersey in December 2014 (fiscal 2015) for $124.6 million. In
addition, the per share amounts for both FFO and net income in
fiscal 2015 were reduced by $268,000 in preferred stock dividends
as a result of issuing the Series G preferred stock a month before
the redemption of the company's Series D preferred stock could take
place.
At April 30, 2016, the company's consolidated properties were
94.43% leased (versus 95.79% at the end of fiscal 2015) and 93.74%
occupied (versus 94.97% at the end of fiscal 2015). The drop in
the company's leased rate in the first half of fiscal 2016 when
compared to the end of fiscal 2015 was predominantly related to the
A&P bankruptcy. During the first quarter of fiscal 2016, three of
nine spaces that A&P previously occupied became vacant. Those
spaces totaled 130,000 square feet, or about 3.3% of the square
footage of the company's consolidated properties. Six of the
company's nine former A&P leases have been assumed by new
operators. Of the three A&P spaces the company received back, two
have since been re-leased. The company leased the former A&P
spaces in Bloomfield and Wayne, NJ to local grocery store operators
subsequent to January 31, 2016. The space in Wayne was leased for
20 years at an initial base rental rate $2 per square foot higher
than the base rent under the former A&P lease and the Bloomfield
location was leased for 20 years at an initial base rental rate
$8.50 per square foot higher than the base rent under the former
A&P lease. Both leases are net leases, and the new tenants pay
additional rent for their share of CAM and real estate taxes. The
company is marketing the remaining Pompton Lakes location for
lease.
Both the percentage of property leased and the percentage of
property occupied exclude the company's unconsolidated joint
ventures and the company's White Plains property. In November,
2014, the company obtained a zoning change from the City of White
Plains to convert this property to a higher and better use. The
property is in contract to be sold and the Company plans on
completing the sale later in fiscal 2016. At April 30, 2016, the
company had equity interests in seven unconsolidated joint ventures
(749,000 square feet), which were 98.3% leased (98.1% at October
31, 2015).
Commenting on the quarter's operating results, Willing L. Biddle,
President and CEO of UBP, said, "A key concern of the company over
the last few months has been a satisfactory resolution for each of
the company's nine locations previously leased to A&P, one of the
company's largest tenants, which filed for bankruptcy protection in
July 2015. We came through the A&P bankruptcy as well as we could
have hoped, as six of the nine former A&P spaces in our portfolio
were assumed by two well-known supermarket operators as part of the
bankruptcy process, and two of the nine spaces were purchased by
the company from A&P and subsequently re-leased to new supermarket
operators at higher rents than the pre-existing A&P rents. One
former A&P space is vacant and is being marketed to supermarket
tenants. We also have concluded additional significant leasing at
two other centers that had large vacancies. At our Kinnelon, NJ
property, we built a new 24,000 square foot space for Marshall's,
and at our Fairfield, CT center, we leased a former 20,500 square
foot OfficeMax space to DSW. Both of these new leases will have a
positive effect on our earnings for the remainder of fiscal 2016
and into the future. Finally, we also cleared the last obstacle to
closing our sale of the Westchester Pavilion property in White
Plains, NY by moving the last tenant to its new location in a
nearby property. We plan on closing the Pavilion sale later in
fiscal 2016."
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No.
10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11
bankruptcy as a privately held company with 320 supermarkets.
On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
As of Feb. 28, 2015, the Debtors reported total assets of $1.6
billion and liabilities of $2.3 billion.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York issued an order directing joint administration
of the Chapter 11 cases of The Great Atlantic & Pacific Tea
Company, Inc., and its debtor affiliates under Lead Case No.
15-23007.
AWESOME PROPERTIES: Offers Lender Adequate Protection Payments
--------------------------------------------------------------
Awesome Properties, LLC, asks the Honorable Jack B. Schmetterer to
allow it to use cash collateral pledged to repay an approximate
$523,000 mortgage loan obligation to Colfin Metro Funding, LLC.
The Debtor estimates the value of the property securing the debt to
Colfin at $327,500. Colfin initiated state court foreclosure
proceedings in Dec. 2015.
To protect Colfin's interest in the cash, the Debtor proposing
granting replacement liens and $2,000 monthly adequate protection
payments. The Debtor's June 2016 budget projects $8,721 of rent
collections and $8,100 in expenses (including the proposed payment
to Colfin).
Colfin Metro can be reached at:
Mike Vieregge
Senior Asset Manager
Colfin Metro Funding, LLC
Colony AMC
200 East Big Beaver Road
Troy, MI 48083-6000
E-mail: mviegregge@colonyinc.com
and is represented by:
Manuel J. Placencia, Jr., Esq.
Miller Canfield Paddock Stone
225 W. Washington Street, Suite 2600
Chicago, IL 60606
E-mail: placencia@millercanfield.com
Awesome Properties, LLC, should chapter 11 protection (Bankr. N.D.
Ill. Case No. 16-18877) on June 8, 2016, and is represented by
Robert R. Benjamin, Esq., Beverly A. Berneman, Esq., and Matthew P.
Bachochin, Esq., at Golan & Christie LLP in Chicago.
BASIC ENERGY: Copy of Presentation at BoA Energy Credit Conference
------------------------------------------------------------------
Management of Basic Energy Services, Inc. made a presentation at
the Bank of America Merrill Lynch 2016 Energy Credit Conference in
New York City. On June 7, 2016, Basic posted the investor
presentation associated with this event on the Investor Relations
page of its Web site, http://www.basicenergyservices.com/
A copy of the presentation is available for free at
https://is.gd/f3keOW
About Basic Energy
Energy Services, Inc. provides a wide range of well site services
in the United States to oil and natural gas drilling and producing
companies, including completion and remedial services, fluid
services, well servicing and contract drilling. These services are
fundamental to establishing and maintaining the flow of oil and
natural gas throughout the productive life of a well. The
Company's broad range of services enables us to meet multiple needs
of our customers at the well site.
Basic Energy reported a net loss of $241.74 million in 2015
compared to a net loss of $8.34 million in 2014.
"If we are unable to generate sufficient cash flow or are otherwise
unable to obtain the funds required to make principal and interest
payments on our indebtedness, or if we otherwise fail to comply
with the various covenants in instruments governing any existing or
future indebtedness, we could be in default under the terms of such
instruments. In the event of a default, the holders of our
indebtedness could elect to declare all the funds borrowed under
those instruments to be due and payable together with accrued and
unpaid interest, secured lenders could foreclose on any of our
assets securing their loans and we or one or more of our
subsidiaries could be forced into bankruptcy or liquidation. If our
indebtedness is accelerated, or we enter into bankruptcy, we may be
unable to pay all of our indebtedness in full. Any of the
foregoing consequences could restrict our ability to grow our
business and cause the value of our common stock to decline," the
Company warned in its annual report for the year ended Dec. 31,
2015.
As of March 31, 2016, Basic Energy had $1.16 billion in total
assets, $1.14 billion in total liabilities and $25.20 million in
total stockholders' equity.
* * *
As reported by the TCR on March 30, 2016, Standard & Poor's Ratings
Services lowered its corporate credit rating on Fort Worth-based
Basic Energy Services Inc. to 'CCC+' from 'B-'. The outlook is
negative.
The TCR reported on March 14, 2016, that Moody's Investors Service
downgraded Basic Energy Services, Inc.'s Corporate Family Rating
(CFR) to Caa3 from Caa1, its senior unsecured notes rating to Ca
from Caa2, and lowered its Speculative Grade Liquidity Rating to
SGL-4 from SGL-3. The outlook remains negative.
BILL BARRETT: Moody's Affirms Caa2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed Bill Barrett Corporation's (Bill
Barrett) Caa2 Corporate Family Rating (CFR) and revised the
Probability of Default Rating (PDR) to Caa2-PD/LD from Caa2-PD.
Moody's also affirmed the SGL-3 Speculative Grade Liquidity Rating
and the senior unsecured notes Caa3 rating, including the rating of
the senior unsecured notes that did not participate in the recent
debt for equity exchange. The rating outlook remains stable.
Bill Barrett exchanged $84.7 million aggregate principal amount of
its $400 million 7.625% Senior Notes due 2019 for 10 million shares
of the company's common stock, plus cash in respect of accrued and
unpaid interest on the exchanged notes. Moody's considers this debt
for equity exchange that closed on May 31, 2016, as a distressed
exchange for its senior unsecured debt, which is an event of
default under Moody's definition of default. Moody's appended the
Caa2-PD PDR with an "/LD" designation indicating limited default,
which will be removed after three business days.
"Bill Barrett's debt for equity exchange achieved some reduction in
its overall debt burden, but the company's cash flow and leverage
metrics continue to remain challenged as its hedges roll off in
2017," commented Amol Joshi, Moody's Vice President.
Issuer: Bill Barrett Corp
Affirmations:
-- Probability of Default Rating, Affirmed Caa2-PD /LD (/LD
appended)
-- Speculative Grade Liquidity Rating, Affirmed SGL-3
-- Corporate Family Rating, Affirmed Caa2
-- Senior Unsecured Regular Bond/Debentures, Affirmed Caa3 (LGD
4)
Outlook Actions:
Issuer: Bill Barrett Corp
-- Outlook, Remains Stable
RATINGS RATIONALE
Bill Barrett's Caa2 CFR reflects the company's weak leverage
metrics in 2017 after its hedges roll off, relatively small size
and scale, and limited geographic diversification of its oil plays.
The rating is supported by management's experience in the Rocky
Mountain region. The company has transitioned toward a higher
oil-weighted production and reserve base, with investments in two
scalable development programs in the DJ and Uinta Basins. Bill
Barrett has focused almost all of its 2016 year-to-date capital
spending on the DJ Basin. Higher liquids contribution and commodity
hedging strategy support cash flow generation in 2016.
Under Moody's Loss Given Default methodology the senior notes are
rated Caa3, or one notch beneath the Caa2 CFR, because of the
potential size of the senior secured facility's priority claim to
the assets. All the senior notes are senior unsecured and
guaranteed by the company's subsidiaries on a senior unsecured
basis.
Bill Barrett's SGL-3 Speculative Grade Liquidity Rating reflects
its adequate liquidity profile over the next 12 months. As of March
31, 2016, the company had approximately $106 million of cash and
cash equivalents, and an undrawn revolving credit facility with $26
million in letter of credit outstanding under a $375 million
borrowing base. Bill Barrett may need to seek covenant relief in
2017 in order to maintain availability under its revolver.
The outlook is stable. The ratings could be considered for
downgrade if retained cash flow to debt is sustained below 5% or
liquidity falls below $100 million. Ratings could be upgraded if
the company's retained cash flow to debt is on an improving
trajectory exceeding 10% while maintaining adequate liquidity.
Bill Barrett Corporation (BBG) is a Denver, Colorado based
independent exploration and production (E&P) company founded in
2002 with operations focused in the Rocky Mountain region.
BLUFF CITY SHEET: Taps Harris Shelton as Legal Counsel
------------------------------------------------------
Bluff City Sheet Metal, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Tennessee to hire
Harris Shelton Hanover Walsh, PLLC as its legal counsel.
The legal services to be provided by the firm include:
(a) assisting the Debtor in legal matters in performing its
duties;
(b) preparing the disclosure statement and Chapter 11 plan
with the Debtor;
(c) representing the Debtor in any contested matters or
adversary proceedings before the court; and
(d) preparing legal papers on behalf of the Debtor.
John Ryder and Steven Douglass, the attorneys who will provide the
services, will be paid $400 per hour and $300 per hour,
respectively. The hourly rate of associates is $175 while the
hourly rate of paralegals is $65.
Harris Shelton does not hold or represent any interest adverse to
the Debtor, according to court filings.
The firm can be reached through:
John L. Ryder, Esq.
Harris Shelton Hanover Walsh, PLLC
One Commerce Square, Suite 2700
Memphis, TN 38103-2555
Tel: (901) 525-1455
Email: jryder@harrisshelton.com
About Bluff City Sheet
Bluff City Sheet Metal, Inc. sought protection under Chapter 11
of the Bankruptcy Code in the Western District of Tennessee
(Memphis) (Case No. 16-24627) on May 17, 2016.
The petition was signed by Richard E. Morgan, president. The
case is assigned to Judge Paulette J. Delk.
The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.
BUFFALO RESTAURANT: Inks Stipulation With Internal Revenue Service
------------------------------------------------------------------
The Honorable Michael J. Kaplan place his stamp of approval on a
Stipulation between Buffalo Restaurant Group, Ltd., dba The
Warehouse and the Internal Revenue Service allowing the company to
use cash collateral encumbered by federal tax liens approximating
$77,000. The IRS will obtain a "rollover" replacement lien
encumbering all postpetition assets.
The debtor estimates that the value of its assets at the Petition
Date was:
Cash $3,000
Food and liquor inventory 32,000
Other personal property 84,000
--------
$119,000
========
The Stipulation grants the IRS various inspection rights and
provides that the Debtor will remit $1,200 to the U.S. Treasury
each month and continue post-confirmation. The Debtor also
promises to file tax returns and make tax deposits on time and
notify the IRS of any asset sale.
Buffalo Restaurant Group, Ltd., filed a voluntary chapter 11
petition (Bankr. W.D.N.Y. Case No. 16-10402) on Mar. 4, 2016, and
is represented by James M. Joyce, Esq., in Lancaster, N.Y. At the
time of the filing, the Debtor estimated its assets and debts at
less than $1 million.
C.R. REED TRANSPORT: Taps Strawn & Edwards as Legal Counsel
-----------------------------------------------------------
C.R. Reed Transport, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Tennessee to hire Strawn &
Edwards, PLLC as its legal counsel.
The legal services to be provided by the firm include:
(a) advising the Debtor about its powers and duties as
debtor-in-possession;
(b) assisting the Debtor in the preparation of its statement
of financial affairs, schedules and other papers;
(c) representing the Debtor in any proceeding that is
instituted to reclaim property or obtain relief from the
automatic stay, and that seeks the turnover or recovery
of property;
(d) advising the Debtor about the formulation, negotiation
and confirmation of a plan of reorganization;
(e) advising the Debtor about any investigation of its
assets, liabilities and financial condition;
(f) representing the Debtor at hearings;
(g) prosecuting and defending litigation matters;
(h) advising the Debtor about the assumption or rejection of
its executory contracts and leases and other bankruptcy-
related matters;
(i) representing the Debtor in matters that may arise in
connection with its business operations, financial and
legal affairs and dealings with creditors; and
(j) advising the Debtor about general corporate and
litigation issues, which include health care, real
estate, securities, corporate finance, tax and commercial
matters.
The current hourly rates for the bankruptcy attorneys and
paralegals with primary responsibility for representing the Debtor
are:
Thomas H. Strawn $285
Associate Attorney $200
Paralegal $85
In a court filing, Mr. Strawn disclosed that he does not hold or
represent any interest adverse to the Debtor and its creditors.
The firm can be reached through:
Thomas H. Strawn, Esq.
Strawn & Edwards, PLLC
314 North Church Street
P.O. Box 908
Dyersburg, TN 38025
Email: tstrawn42@bellsouth.net
About C.R. Reed Transport
C.R. Reed Transport, LLC, a trucking operation located in Dyer,
Tennessee, sought protection under Chapter 11 of the Bankruptcy
Code in the Western District of Tennessee (Jackson) (Case No.
16-11098) on June 1, 2016.
The petition was signed by Charles Reed, president. The
case is assigned to Judge Jimmy L. Croom.
The Debtor estimated assets of $0 to $50,000 and debts of $1
million to $10 million.
CAESARS ENTERTAINMENT: U.S. Congress Opposes Casino REIT Plan
-------------------------------------------------------------
Tom Hals of Reuters reported that U.S. Congress members urged
Treasury Secretary Jacob Lew to deny Caesars Entertainment Corp a
favorable tax ruling relating to the casino operator's plan to
create a trust to own its hotels and resorts, saying that doing so
would amount to a taxpayer subsidy.
According to the report, in a May 26 letter viewed by Reuters on
June 1, 15 lawmakers said Caesars' plans to reorganize its bankrupt
main operating unit into a casino operator and creditor-controlled
real estate investment trust (REIT) abuses the unit's original
intent of allowing small investors to diversify into real estate.
The proposed REIT spinoff provides favorable tax treatment and such
trusts are more highly valued by investors, increasing the recovery
for creditors who are owed $18 billion, the report related. The
company last year applied for what is known as a private letter
ruling from the Internal Revenue Service to confirm that the REIT
would be treated as a tax-free separation. Caesars has warned that
if it fails to get tax-free status it could incur significant
liabilities which could undermine the value of the reorganization,
the report further related.
"The REIT would effectively shelter a considerable portion of the
casinos' profits, thus functioning as a taxpayer-funded subsidy to
one of the largest casino companies in the U.S. and its private
equity owners," Reuters said, citing the letter.
The letter was signed by 14 Democrats and one Republican,
Representative Frank LoBiondo, who represents Atlantic City, New
Jersey, where Caesars owns the Bally's and Caesars casinos, the
report related. An affiliate of Caesars also owns a Harrah's
casino in Atlantic City, the report added.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended
and Restated Restructuring Support and Forbearance Agreement,
dated
as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner.
CHAPARRAL ENERGY: Noteholders Reject $100M Equity Backstop Offer
----------------------------------------------------------------
Chaparral Energy, Inc. on May 23, 2016, received a proposed
commitment from a financial institution regarding a possible
private offering of common stock for gross proceeds of up to $100.0
million in connection with its emergence from bankruptcy protection
pursuant to a plan of reorganization that would require
confirmation by the court presiding over the Company's bankruptcy
case.
As provided in the proposal, this financial institution has
proposed to serve as the backstop purchaser with respect to any
unsubscribed portion of the proposed equity offering. The common
stock to which the proposal relates has not been and will not be
registered under the Securities Act of 1933, as amended, or any
state securities laws and may not be offered or sold in the United
States to, or for the benefit of, U.S. persons except pursuant to
an applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws.
The basic terms of the proposed offering are set forth in a term
sheet, a copy of which is available at http://goo.gl/bxpfBe
While the Company recognizes the benefits of raising new equity to
improve its balance sheet, the Company has not yet determined to
accept or reject this proposal as the basis for a plan of
reorganization; nor has the Company or its advisors expressed any
view on the valuation assumptions underpinning this proposal.
The Company provided the proposal to certain members of the ad hoc
committee of unsecured noteholders. After evaluating the proposal,
the Specified Noteholders rejected such proposal.
The Company intends to continue to engage with both the noteholders
and its revolving lenders to achieve an agreement on the terms of a
consensual restructuring, which may or may not involve an equity
offering.
About Chaparral Energy
Founded in 1988, Chaparral Energy, Inc. is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production
company.
At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total
stockholders'
deficit of $759,546,000.
Chaparral Energy, Inc. and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code in the District of
Delaware
(Lead Case No. 16-11144) on May 9, 2016. The petition was signed
by Mark A. Fischer, chief executive officer.
The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves
as administrative advisor.
The Office of the U.S. Trustee on May 18 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases of Chaparral Energy, Inc. and
its affiliates.
CHEFS' WAREHOUSE: Moody's Assigns B2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Chefs'
Warehouse, Inc. (NASDAQ: CHEF) including a B2 Corporate Family
Rating, B2PD Probability of Default Rating and B2 senior secured
rating on its proposed term loans. At the same time, Moody's
assigned a Speculative Grade Liquidity rating of SGL2. The rating
outlook is stable. Ratings are subject to review of final
documentation.
"CHEF is a niche specialty product foodservice company that has
grown its revenues through several successful acquisitions, this
proposed transaction improves the company's liquidity by providing
capital to pursue additional acquisitions as well as by pushing out
maturities," stated Peter Trombetta, an Analyst at Moody's.
The proceeds of the proposed $280 million 6year senior secured term
loan will be used to refinance the approximate $93 million
outstanding (as of March 31, 2016) under the company's existing
senior secured revolver and term loan, its $125 million 5.9% senior
secured notes, pay fees and expenses and place $34 million of cash
on the balance sheet. The company is also proposing to put in place
a $50 million 6year senior secured delayed draw term loan that is
to be drawn within six months of closing. The delayed draw term
loan and cash on the balance sheet is expected to be used for
allowable acquisitions and general corporate purposes. The company
is also expected to have access to a $75 million ABL facility
(unrated) at closing.
Ratings assigned:
Corporate Family Rating at B2
Probability of Default Rating at B2PD
$280 million 6year senior secured term loan at B2 (LGD4)
$50 million 6year delayed draw senior secured term loan at B2
(LGD4)
Speculative Grade Liquidity Rating at SGL2
RATINGS RATIONALE
The B2 Corporate Family Rating reflects the company's small scale
in terms of revenue and EBITDA relative to other companies in the
highly competitive foodservice industry. The ratings also reflect
the inherent risks associated with growth through acquisitions
Moody's expects that in order to grow its scale, CHEF will need to
continue its acquisition strategy. The company has made seven
acquisitions over the past four years for total consideration of
$275 million. Positive consideration is given to CHEF's modest
leverage and good interest coverage expected to be approximately
5.0x and 2.4x at the end of fiscal 2017. The metrics assume the $50
million delayed draw term loan is fully drawn and adjusted for
Moody's standard adjustments. While these metrics are considered
good for its ratings, Moody's expects the company to maintain
metrics that are stronger than a B2 Corporate Family Rating due to
its small scale. The ratings also reflect CHEF's focus on specialty
products that result in strong operating margins relative to other
broadline foodservice companies and its stable business model.
The stable rating outlook reflects Moody's view that CHEF will
continue to improve its operating performance through modest
organic growth and will continue to make acquisitions that are
consistent in size to historical acquisitions while maintaining
leverage between 4.5x 5.0x.
CHEF's senior secured term loans are rated B2, the same as its
Corporate Family Rating. The senior secured debt term loans have a
second lien on the collateral securing the $75 million ABL facility
and a first lien on substantially all of the remaining assets of
the company.
CHEF's Speculative Grade Liquidity Rating of SGL2 indicates good
liquidity. Pro forma for the proposed transaction, CHEF is expected
to have about $37 million of cash on hand. The company's free cash
flow and cash balances are sufficient to cover its debt service
requirements and capex needs over the next 12 months. The company
also has access to a $50 million delayed draw term loan which,
along with cash on hand, which will likely be used for approved
acquisitions and/or general corporate purposes. The company is
expected to have access to a $75 million ABL facility. The company
will not be subject to any financial maintenance covenants.
CHEF's ratings could be upgraded if the company is able to increase
its scale while maintaining debt/EBITDA around 4.5x and
EBITA/interest above 2.25x. An upgrade would also require CHEF to
maintain its good liquidity. CHEF's ratings could be downgraded if
debt/EBITDA were to approach 6.0x or EBITA/interest was below
2.0x.
The Chefs' Warehouse, Inc. distributes specialty food products to
menudriven independent restaurants, fine dining establishments,
country clubs, hotels, caterers, culinary schools, bakeries,
patisseries, chocolatiers, cruise lines, casinos, and specialty
food stores in the United States and Canada. The company generated
net sales of $1.1 billion for the latest 12 months ended March 25,
2016.
CHOCTAW RESORT: S&P Raises ICR to 'BB-', Outlook Stable
-------------------------------------------------------
S&P Global Ratings said it raised its issuer credit rating on
Choctaw, Miss.-based Choctaw Resort Development Enterprise (CRDE)
to 'BB-' from 'B+'. The rating outlook is stable.
At the same time, S&P raised the issue-level rating on CRDE's
senior secured credit facility by one notch to 'BB-' from 'B+', in
line with the one notch upgrade of CRDE. S&P also raised the
issue-level rating on CRDE's unsecured notes by two notches to 'B+'
from 'B-'. The two-notch upgrade reflects a lower amount of
priority debt as a percentage of total assets than under S&P's
previous analysis.
"The upgrade reflects our view that recent capital investments
completed at the Pearl River Resort (consisting of the Silver Star
Hotel & Casino and the Golden Moon Hotel & Casino) have improved
the resort's asset quality and will allow CRDE to better withstand
an increasingly competitive regional operating environment,
resulting in less volatile cash flows in future periods," said S&P
Global Ratings credit analyst Stephen Pagano.
Since CRDE completed the renovations, revenue and EBITDA have grown
modestly, despite the opening of an expansion at a competitors'
facility in Alabama in late-2015. S&P views the property
renovations as a necessary step to bring the facilities and product
up to date after years of underinvestment and expect the
investments will allow CRDE to more effectively compete in the
Mississippi and Alabama markets. S&P believes these factors
support an improvement in CRDE's business risk profile assessment
to weak from the current vulnerable.
The stable outlook reflects S&P's expectation that modest growth in
EBITDA will result in adjusted debt to EBITDA improving to the
high-1x area in fiscal 2017 from around 2x in fiscal 2016 and DCF
to debt remaining around 12% through fiscal 2017. We continue to
expect that CRDE will distribute the majority of its discretionary
cash flow to the tribe.
CLASSIC COMMUNITIES: Taps Coldwell as Real Estate Broker
--------------------------------------------------------
Classic Communities Corp. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Pennsylvania to hire Coldwell
Banker Residential Brokerage as its real estate broker.
The Debtor tapped the firm in connection with the sale of two real
properties it owns located in Mechanicsburg, Cumberland County,
Pennsylvania.
Coldwell will charge a commission, per lot, of 6% of the sale
consideration. All costs and expenses which the firm incurs as a
result of its services, including advertising, are waived.
Jim Wise, a real estate agent at Coldwell, disclosed in a court
filing that his firm is "disinterested" as to the Debtor's Chapter
11 case.
The firm can be reached though:
Jim Wise
Coldwell Banker Residential Brokerage
3915 Market Street
Camp Hill, PA 17011
About Classic Communities
Classic Communities Corporation filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Pa. Case No. 16-02022) on May 10, 2016. The
petition was signed by Douglas Halbert, president. The Debtor
estimated assets and liabilities in the range of $10 million and
debts of up to $50 million. Judge Mary D. France is the case
judge.
CLIFF CHAN: Seeks to Sell Roslyn Heights Property for $1.85MM
-------------------------------------------------------------
Cliff T.M. Chan a/k/a Cliff Tin Man Chan will ask Bankruptcy Judge
Robert E. Grossman at a hearing on July 11, 2016 at 1:30 p.m., for
leave to sell real property known as 198 Shepherd Lane, Roslyn
Heights, NY 11577.
The Debtor proposes to sell the property for $1,850,000 to buyer Na
Li pursuant to a Contract of Sale. The buyer has deposited
$185,000 with the escrow agent. A copy of the Contract is
available for free at:
http://bankrupt.com/misc/C_Chan_78_Sale_M_Contract.pdf
The Debtor has asserted an exemption for the property being sold in
the sum of $165,550. The first mortgage lien of Citimortgage and
the second mortgage lien of Cathay Bank will be paid in full at the
proposed closing. In addition, the realtors 4% commissions, real
property taxes and other necessary closing costs will be paid in
full at the closing. The third mortgage lien of Cathay Bank will
be paid to the extent there are proceeds available to do so.
Cathay Bank has agreed to issue a release of lien in order to
permit the sale to proceed.
Any person desiring to make a higher offer may do so before or on
the hearing date to the attorney for the Debtor.
Cliff T.M. Chan sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 15-72572) on June 15, 2015.
Attorney for the Debtor:
Stuart P. Gelberg
600 Old Country Road, Suite 410
Garden City, NY 11530
Tel: (516) 228-4280
COMPASS PUBLIC: S&P Revises Outlook to Neg. & Affirms 'BB+' Rating
------------------------------------------------------------------
S&P Global Ratings revised the outlook to negative from stable and
affirmed its 'BB+' long-term rating on the Idaho Housing and
Finance Assn.'s series 2010A tax-exempt nonprofit facilities
revenue bonds and 2010B taxable nonprofit facilities revenue bonds,
both issued on behalf of Compass Public Charter School (Compass).
"The outlook revision reflects our opinion of the growth risk
associated with the addition of Compass' second campus, which has
caused its lease-adjusted maximum annual debt service coverage to
fall below 1x and has contributed to a high lease and debt burden,"
said S&P Global Ratings credit analyst Debra Boyd.
CONSTELLATION ENTERPRISES: Proposes July 11 Auction for Assets
--------------------------------------------------------------
Constellation Enterprises, LLC, and it affiliates ask the U.S.
Bankruptcy Court for the District of Delaware's for the entry of an
order establishing bidding procedures for the sale of assets.
A hearing on the Bid Procedures is scheduled for June 15, 2016 at
10:00 AM (ET). Objection deadline is June 8, 2016, at 4:00 p.m.
(ET).
The Debtors explained that in order to preserve and maximize the
value of the subject assets (consisting of three of the four
business lines operated by the Debtors), and transition these
businesses to a new operator with an intact employee, customer, and
vendor base, there is the urgent need to implement an expedited
auction and sale process. By the relief requested, they hope to
achieve that sale either to stalking horse credit bid by the
supporting noteholders or to the prevailing bidder(s) at auction.
The Debtors believe that the process proposed will give them an
appropriate timeframe under the circumstances to market the Subject
Assets (a process that has already begun as of the Petition Date),
and ensure that the credit bid proposed by the Subject Noteholders
is market-tested. Further, the Debtors are aware that the proposed
bidding procedures have not yet been discussed with the official
creditors' committee.
The Debtors propose the following timeline for the sale:
* July 6, 2016 at 5:00 PM (ET): Bid Deadline
* July 7, 2016 at 4:00 PM (ET): Sale Objection Deadline &
Assumption and Assignment Hearing
* July 11, 2016 at 10:00 AM (ET): Auction
* July 12, 2016 at 12:00 PM (ET): Reply Deadline
* July 14, 2016 at 10:00 AM (ET): Sale Hearing
The Bidding Procedures are designed to ensure an orderly and
efficient sale process.
A copy of the principal terms of the Bidding Procedures attached to
the Motion is available for free at:
http://bankrupt.com/misc/Constellation_Ent_88_Sale_M.pdf
Proposed attorneys for the Debtors:
Rachel L. Biblo
Daniel J. DeFranceschi
Zachary I. Shapiro
Joseph C. Barsalona II
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
- and -
Adam C. Rogoff
Joseph A. Shifer
KRAMER LEVIN NAFTALIS & FRANKEL LLP
1177 Avenue of the Americas
New York, New York 10036
Telephone: (212) 715-9100
Facsimile: (212) 715-8000
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.
Constellation Enterprises LLC (Bankr. D. Del. Case No. 16-11213)
and its affiliates Columbus Holdings, Inc. (Bankr. D. Del. Case No.
16-11214), Columbus Steel Castings Company (Bankr. D. Del. Case No.
16-11215), Eclipse Manufacturing Co. (Bankr. D. Del. Case No.
16-11219), JFC Holding Corporation (Bankr. D. Del. Case No.
16-11221), Metal Technology Solutions, Inc. (Bankr. D. Del. Case
No. 16-11218), Steel Forming, Inc. (Bankr. D. Del. Case No.
16-11220), The Jorgensen Forge Corporation (Bankr. D. Del. Case No.
16-11222), Zero Corporation (Bankr. D. Del. Case No. 16-11216), and
Zero Manufacturing, Inc. (Bankr. D. Del. Case No. 16-11217) filed
for Chapter 11 bankruptcy protection on May 16, 2016.
The petitions were signed by William Lowry, chief financial
officer.
The Debtors estimated their assets at between $1 million and $10
million and their debts at between $100 million and $500 million.
Adam C. Rogoff, Esq., and Joseph A. Shifer, Esq., at Kramer Levin
Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., Zachary I. Shapiro, Esq., Rachel L.
Biblo, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtors' co-counsel.
Imperial Capital, LLC, is the Debtors' financial advisor. Conway
Mackenzie Management Services LLC is the Debtors' crisis management
& restructuring services provider.
Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and noticing
agent.
CONSTELLATION ENTERPRISES: Proposes to Auction CSC Assets July 1
----------------------------------------------------------------
Constellation Enterprises, LLC, and it affiliates ask the U.S. the
US Bankruptcy Court for the District of Delaware's for the entry of
an order establishing bidding procedures for the sale of
substantially all of the assets of Columbus Steel Castings Co
("CSC") to the winning bidder ("Private Sale Purchaser") at an
auction.
A hearing on the Bid Procedures is scheduled for June 15, 2016, at
10:00 a.m. (ET). Objection deadline is June 8, 2016 at 4:00 p.m.
(ET).
Following operational challenges at CSC's facility, the Debtors
decided in early 2015 to market CSC for sale. The Debtors, with
the assistance of their advisors, including an investment banker,
have marketed CSC's assets for sale for over a year. As a result
of that extensive marketing process, the Debtors received numerous
indications of interest but, until the Debtors received a letter of
intent from the private sale purchaser in the weeks leading up to
the Petition Date, no offer materialized.
The Debtors believe that consummating a prompt private sale to the
Private Sale Purchaser is in the best interest of the Debtors'
estates for three reasons:
* First, given the extensive prepetition marketing process, the
Debtors do not believe that further marketing the assets to an
extended and formal bid process would result in a higher or better
bid that can close as quickly as the Private Sale.
* Second, they believe that a significant portion of the value
of the assets is CSC's employees, many of whom boast technical and
specialized skills. However, due to CSC's operational issues,
nearly all of those employees have been temporarily laid off
pre-petition pursuant to WARN Act notices. If the marketing
process extends for a prolonged period of time, those employees may
find other employment which, the Debtors believe, would
significantly depress the value of any bids that they would receive
for the assets.
* Third, and building upon the preceding concern of the risk of
delay adversely affecting the ability to consummate any sale of CSC
as a going concern, the Private Sale Purchaser -- the only party to
express a genuine interest in purchasing CSC on an expedited basis
to preserve operations -- has expressed concerns about proceeding
with any sale transaction following an extended sale process due to
concerns about the instability surrounding CSC's currently idled
business.
Nevertheless, the Debtors are seeking approval of a process that
permits the them to run a formal bid process if they, in the
continued exercise of their fiduciary duties and in consultation
with the Consultation Parties, determine that running such a
process will maximize the value of their estates. In other words,
the motion preserves the flexibility necessary in this fluid
circumstance to allow the Debtors to preserve CSC as a going
concern and maximize the value of their estates for the benefit of
their stakeholders.
The Debtors propose this timeline for the sale of the Assets:
* May 31, 2016: The Debtors will file and serve: (i) notice of
potential assumption and assignment of contracts and leases and
related cure amounts; and (ii) the form of Private Sale Order.
* June 3, 2016: The Debtors will file and serve the final or
substantially final Private Sale APA or the form of Private Sale
APA. The Debtors will file and serve a notice of one of the
following: (i) designating a Stalking Horse Bidder and
indicating that the Debtors intend to seek entry of the Bidding
Procedures Order and approval of Bid Protections at the hearing
scheduled for June 15, 2016; (ii) indicating that the Debtors are
not designating a Stalking Horse Bidder (or approval of Bid
Protections) but intend to seek entry of the Bidding Procedures
Order at the hearing scheduled for June 15, 2016; or (iii) stating
that Debtors are proceeding with the Private Sale.
* June 8, 2016 at 4:00 p.m. (ET): Deadline to object to the
Motion, including the Private Sale
* June 10, 2016 at 4:00 p.m. (ET): Deadline to object to (i)
potential assumption and assignment of contracts and leases, (ii)
related cure amounts and (iii) adequate assurance of future
performance with respect to the Private Sale Purchaser
* June 15, 2016 at 10:00 a.m.: Hearing on approval of (i)
Private Sale or (ii) the Bidding Procedures and the Stalking Horse
Bidder (and Bid Protections) (if any)
* June 30, 2016 at 5:00 p.m. (ET): Deadline to submit Qualified
Bids
* July 1, 2016 at 10:00 a.m. (ET): Auction (if necessary)
* July 5, 2016 at 4:00 PM (ET): Deadline to object to the Sale
to the Successful Bidder, including adequate assurance of future
performance of such bidder July 7, 2016, at a time to be determined
by the Court Hearing on approval of the Sale to the Successful
Bidder.
* July 6, 2016 at 11:59 PM (ET): Deadline to file all replies to
any Sale Objection, Designated Contract Objection or Adequate
Assurance Contract Objection.
In the event that the Debtors, in consultation with the
Consultation Parties, determine that, instead of proceeding with
the Private Sale, a stalking horse should be designated and/or a
formal auction should be held with respect to the assets, the
Debtors will seek approval of the Bidding Procedures. The Bidding
Procedures are designed to maximize value for the Debtors' estates,
while ensuring an orderly and efficient sale process. The Bidding
Procedures describe, among other things, (i) the procedures for
interested parties to access due diligence materials, submit bids
and become qualified as a Stalking Horse Bidder or to participate
in the Auction; (ii) the time, place and process of any Auction;
(iii) the selection and approval of any ultimately successful
bidders; and (iv) the deadlines with respect to the foregoing. The
Debtors believe that the Bidding Procedures provide for a sale
process that will maximize the value of their estates and encourage
robust participation in the bid process from all potential
bidders.
A copy of the principal terms of the Bidding Procedures attached to
the Motion is available for free at:
http://bankrupt.com/misc/Constellation_Ent_87_Sale_M.pdf
Proposed attorneys for the Debtors:
Rachel L. Biblo
Daniel J. DeFranceschi
Zachary I. Shapiro
Joseph C. Barsalona II
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
- and -
Adam C. Rogoff
Joseph A. Shifer
KRAMER LEVIN NAFTALIS & FRANKEL LLP
1177 Avenue of the Americas
New York, New York 10036
Telephone: (212) 715-9100
Facsimile: (212) 715-8000
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.
Constellation Enterprises LLC (Bankr. D. Del. Case No. 16-11213)
and its affiliates Columbus Holdings, Inc. (Bankr. D. Del. Case No.
16-11214), Columbus Steel Castings Company (Bankr. D. Del. Case No.
16-11215), Eclipse Manufacturing Co. (Bankr. D. Del. Case No.
16-11219), JFC Holding Corporation (Bankr. D. Del. Case No.
16-11221), Metal Technology Solutions, Inc. (Bankr. D. Del. Case
No. 16-11218), Steel Forming, Inc. (Bankr. D. Del. Case No.
16-11220), The Jorgensen Forge Corporation (Bankr. D. Del. Case No.
16-11222), Zero Corporation (Bankr. D. Del. Case No. 16-11216), and
Zero Manufacturing, Inc. (Bankr. D. Del. Case No. 16-11217) filed
for Chapter 11 bankruptcy protection on May 16, 2016.
The petitions were signed by William Lowry, chief financial
officer.
The Debtors estimated their assets at between $1 million and $10
million and their debts at between $100 million and $500 million.
Adam C. Rogoff, Esq., and Joseph A. Shifer, Esq., at Kramer Levin
Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., Zachary I. Shapiro, Esq., Rachel L.
Biblo, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtors' co-counsel.
Imperial Capital, LLC, is the Debtors' financial advisor. Conway
Mackenzie Management Services LLC is the Debtors' crisis management
& restructuring services provider.
Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and noticing
agent.
CONTOURGLOBAL POWER: S&P Raises CCR to 'BB-'; Outlook Stable
------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on
ContourGlobal LP to 'BB-' from 'B+'. The outlook is stable.
S&P also raised its rating on subsidiary ContourGlobal Power
Holdings S.A. (CGPH) to 'BB-' from 'B+'. The outlook is stable.
S&P is also upgrading its rating on CGPH's existing $500 million
senior secured notes due 2019 to 'BB' from 'BB-'. S&P's recovery
rating on the debt at CGPH remains unchanged at '2'. The '2'
recovery rating indicates expectations for substantial (70%-90%, at
the higher end of the range) recovery in the event of a payment
default. Finally, S&P Global Ratings assigned its preliminary 'BB'
rating to the planned EUR550 million senior secured notes due 2021
to be issued by CGPH. The recovery rating on this issuance is also
'2'.
ContourGlobal L.P. (CG) is a project developer and owner of an
approximately 3.9 gigawatt (GW) diversified portfolio of contracted
renewable and thermal generation assets in Europe, Latin America,
and Africa. The portfolio includes 2.5 gigawatts (GW) of
generation in Europe, 1.2 GW in Latin America, and 228 megawatts
(MW) in Africa, and has 60% of EBITDA coming from thermal assets
and 40% coming from renewable assets.
Long-term contracted or regulated revenues make up 91% of revenues
over the next seven years, there is minimal fuel price or commodity
risk at any asset (due to passthrough of fuel risk to the offtakers
or separate contracted fuel supply), and most PPAs include
inflation adjustments. The average offtaker credit rating is
'BBB‐', and average weighted contract life is 13 years (although
S&P do note Arrubal and Maritsa, two of the largest assets, have
contracts expiring in five and eight years respectively, although
S&P expects re-contracting at Arrubal in particular). The company
has partial ownership of many of the assets, so the proportional CG
ownership of the assets adds up to 3.1 GW.
"The company is looking to refinance existing USD debt with new
EURO debt, said S&P Global Ratings credit analyst Ben Macdonald.
"This is somewhat opportunistic, as rates in Europe are currently
very attractive. The new issuance will also better match the
currency of distributions, and will extend the debt maturity from
three to five years, Mr. Macdonald added.
The company has also recently reached two milestones: (a)
completion of all the projects that were under construction at the
time of initial issuance in 2014 (the KivuWatt lake-gas project in
Rwanda, the Inka wind project in Peru, three Chapada wind projects
in northern Brazil, and Cap des Biches in Senegal), and (b)
achieved resolution of an ongoing dispute at Maritsa, a Bulgarian
mine-mouth coal plant that is the largest project in terms of
distributions to CG. The PPA was renegotiated to reduce the
capacity payment by 15%, but this is somewhat offset by
compensation of around EUR30M for environmental capital spending.
Most importantly, the offtaker NEK had been consistently late in
making payments to Maritsa since CG acquired it. However, in April
2016, the parent of NEK took out a EUR535 million financing
facility that enabled NEK to pay all overdue payables to Maritsa
and another foreign-owned plant in Bulgaria. The renegotiated PPA
includes incentives for NEK to remain current in the future,
including a reversion in price back up 15% if NEK is delinquent
again.
With the portfolio 40% larger than two years ago through
construction and acquisitions, construction risk largely resolved,
a more diverse portfolio with a substantially reduced level of
concentration (top three assets are down from 70% to around 45% of
projected distributions), and increase in both EBITDA and
distributions, S&P is upgrading the issuer credit rating by one
notch.
The company continues to have an active development pipeline, and
likely future projects include expansion at existing sites at
KivuWatt, Togo, and Sochagota, along with a number of new build and
acquisition opportunities both in the thermal and renewable space.
The company's ability to fund these investments, and their impact
on the diversity of the portfolio are important inputs to our
credit view. A new build 500 MW coal plant in Kosovo is one likely
project that S&P is watching closely. If CG maintains 100%
ownership in this project, they would have to invest up to
$500 million in equity. If there are no other additions to the
portfolio (which S&P considers unlikely considering their active
pipeline), this asset is forecast to contribute over 40% of
cashflows to the portfolio after commencing operations in 2022.
That type of concentration risk and demand on liquidity could be
risky, but S&P has seen CG take the approach of partial ownership
on other assets, and expect them to take a similar approach to
minimize the risk of this single project on the company as a
whole.
CORNERSTONE TOWER: Hires Contryman Associates as Accountant
-----------------------------------------------------------
Cornerstone Tower Service, Inc., seeks authorization from the U.S.
Bankruptcy Court for the District of Nebraska to employ Terry C.
Sheen, at Contryman Associates, PC, to provide accounting services
for the bankruptcy estate.
To the best of the Debtor's knowledge, the Accountant has not been
and is not connected to any party to the proceedings or their
respective attorneys or any creditor, except fro the preparation of
tax returns and accounting services for the Debtor. The Debtor
believes that the Accountant doesn't have any interest adverse to
the Debtor or to the estate.
The Accountant can be reached at:
Terry C. Sheen
Contryman Associates, PC
Grand Island
505 North Diers Avenue
P.O. Box 700
Grand Island, NE 68803
Tel: (308) 382-5720
Fax: (308) 382-5945
Headquartered in Grand Island, Nebraska, Cornerstone Tower Service,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Neb.
Case No. 16-40787) on May 13, 2016, estimating its assets at
between $1 million and $10 million and liabilities at between $1
billion and $10 billion. The petition was signed by James Scheer,
president.
Judge Thomas L. Saladino presides over the case.
John C. Hahn, Esq., at Jeffrey, Hahn, Hemmerling & Zimmerman serves
the Debtor's bankruptcy counsel.
CRESCENT HOLDINGS: S&P Affirms 'B-' CCR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings said it affirmed its 'B-' corporate credit
rating on U.S. land developer Crescent Holdings LLC. The rating
outlook is stable. At the same time, S&P affirmed its 'B+'
issue-level rating on the company's senior secured notes due in
2017. The recovery rating on the secured debt is '1', indicating
S&P's expectation of a very high (90%-100%) recovery to bondholders
in the event of default.
Charlotte, N.C.-based Crescent is a real estate development company
focused on residential and multifamily communities, commercial
projects, and also manages land holdings. S&P's view of the
company's business risk profile as weak is partially based on the
inherently opportunistic nature of Crescent's business, which
requires a high level of upfront capital to develop projects and
position them for sale. Since the business model focuses on
recycling assets and reinvesting proceeds into new projects, the
company generates very little recurring contractual income. Over
the long term, this may change as the company expands its newly
announced homebuilding segment; however, at this stage, S&P do not
heavily factor in these prospective operations. There are also
significant upfront infrastructure financing needs for the
company's residential master planned communities as well as
construction and lease-up risk for its vertical multifamily and
office development projects. In addition, the company's size in
terms of total revenues ranks it on the smaller end relative to our
rated homebuilder and land developer universe of companies.
S&P views the residential land development industry as particularly
volatile because it is closely tied to homebuilding activity: when
housing demand begins to weaken, homebuilders curtail their
investment in land, and market slumps can then last for extended
periods. The residential land markets served by
Crescent--primarily the Southeast and Mid-Atlantic regions and
Texas--continue to demonstrate growth in line with S&P's
expectations (with the possible exception of Houston) and S&P views
prospects for further demand growth and price appreciation as
favorable through 2017.
Crescent's communities are well-situated and the company has
invested significant capital in recent years to expand the scope of
its operations. However, Crescent could become increasingly
challenged to replenish its land inventory in markets with
attractive demand growth prospects. Also, a material portion of
Crescent's master planned community activity is due to by a large
second home/resort community, where demand could be particularly
volatile over the course of the cycle, in S&P's view.
S&P's view of the company's financial risk profile as highly
leveraged is based on Crescent's historically high debt load
relative to the size of the business and S&P's forecast for debt
leverage to remain above 5x. Given the transaction-based nature of
Crescent's business, the company's revenues, earnings, and cash
flow have been subject to volatility.
S&P's stable outlook on the corporate credit rating reflects its
expectation for Crescent Holdings' residential project completions
to fuel healthy revenue growth in 2016, but that lower gross
margins will cause leverage to remain well above 5x. While S&P
views the company's entry into the homebuilding business as a
longer-term positive factor for its business risk profile, S&P also
incorporates the risks of the new business venture into its
analysis.
CTI BIOPHARMA: Baxalta Reports 5.5% Equity Stake as of June 3
-------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Baxalta Incorporated, Baxalta GmbH and Shire plc
disclosed that as of June 3, 2016, they beneficially own 15,673,981
shares of common stock of CTI Biopharma Corp. representing 5.5
percent of the shares outstanding. A copy of the regulatory filing
is available for free at https://is.gd/5C3YYQ
About CTI BioPharma
CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis. CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.
CTI Biopharma reported a net loss attributable to common
shareholders of $122.62 million on $16.11 million of total revenues
for the year ended Dec. 31, 2015, compared to a net loss
attributable to common shareholders of $95.99 million on $60.07
million of total revenues for the year ended Dec. 31, 2014.
As of March 31, 2016, CTI Biopharma had $123 million in total
assets, $68.7 million in total liabilities and $54.7 million in
total shareholders' equity.
The Company's independent registered public accounting firm
included an explanatory paragraph in its reports on its
consolidated financial statements for each of the years ended
Dec. 31, 2007, through Dec. 31, 2011, and for the year ended
Dec. 31, 2014, regarding their substantial doubt as to the
Company's ability to continue as a going concern. The Company said
that although its independent registered public accounting firm
removed this going concern explanatory paragraph in its report on
our Dec. 31, 2015, consolidated financial statements, the Company
expects to continue to need to raise additional financing to fund
its operations and satisfy obligations as they become due.
According to the Company, the inclusion of a going concern
explanatory paragraph in future years may negatively impact the
trading price of its common stock and make it more difficult, time
consuming or expensive to obtain necessary financing, and the
Company cannot guarantee that it will not receive such an
explanatory paragraph in the future.
D&E GENERAL: Taps Marret & Company as Accountant
------------------------------------------------
D&E General Partnership seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Tennessee to hire Greg Marret and
Marret & Company, PLLC as its accountant.
The Debtor said it requires the assistance of an accountant for
general oversight of financial reporting required for cash
collateral purposes, preparation of monthly operating reports, and
preparation of tax returns.
The Debtor proposes to pay $200 per hour for Marret partners, $125
per hour for senior associate staff, and $75 per hour for associate
staff.
Mr. Marret, a certified public accountant, disclosed in a court
filing that he is a "disinterested person" and does not hold or
represent any interest adverse to the Debtor's estate.
The firm can be reached through:
Greg Marret
Marret & Company, PLLC
402 S. Northshore Drive
Knoxville, TN 37919
Tel: 865-521-9935
E-mail: gmarret@marretandco.com
About D&E General Partnership
D&E General Partnership sought protection under Chapter 11 of the
Bankruptcy Code in the Eastern District of Tennessee (Knoxville)
(Case No. 16-31625) on May 24, 2016.
The petition was signed by David Murray Dunlap, authorized
representative. The case is assigned to Judge Suzanne H.
Bauknight.
The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.
DAWSON INTERNATIONAL: Asks Court for Joint Administration of Cases
------------------------------------------------------------------
Dawson International Investments (Kinross) Inc., et al., ask the
U.S. Bankruptcy Court for the joint administration of their chapter
11 cases under the chapter 11 case of Dawson International
Investments (Kinross) Inc., but not for substantive consolidation.
The Debtors propose that a docket entry be made in each of the
above-captioned cases substantially as follows: "An order has been
entered in this case directing joint administration of this case
with the chapter 11 bankruptcy case of Dawson International
Investments (Kinross), Inc., Case No. 16-11551 (JLG). The docket in
the chapter 11 case of Dawson International Investments (Kinross),
Inc. should be consulted for all matters affecting this case. All
further pleadings or other papers shall be filed in the case of
Dawson International Investments (Kinross), Inc., Case No. 16-11551
(JLG). "
The Debtors further request the Court to waive the requirements
that notices required to be sent by the Debtors containing the
name, address and last four digits of the taxpayer identification
number of each Debtor, and authorize the Debtors to utilize a
combined service list for the jointly administered cases and
combined notices be sent to creditors of the Debtors' estates and
other parties-in-interest, as applicable.
Consequently, the Debtors also seek authority to file the monthly
operating reports required by the Operating Guidelines and
Reporting Requirements for Debtors in Possession and Trustees on a
consolidated basis, but the Debtors will track and break out
itemized disbursements on a debtor-by-debtor basis in each monthly
operating report -- filing consolidated monthly operating reports
will further administrative economy and efficiency without
prejudice to any party in interest.
Proposed Attorneys for the Debtors and Debtors in Possession:
Patrick L. Hayden, Esq.
Nathan S. Greenberg, Esq.
McGUIREWOODS LLP
Avenue of the Americas
Seventh Floor
New York, New York 10105
Telephone: (212) 548-2148
Facsimile: (212) 548-2150
Email: phayden@mcguirewoods.com
ngreenberg@mcguirewoods.com
About Dawson International
Dawson International is a leading cashmere business. It comprises
two trading divisions, based in the UK and the USA. The UK
division comprises the Barrie Knitwear business, based in Hawick
Scotland. It manufactures highest quality cashmere garments at its
factory in the Scottish borders and sells to some of the world's
most prestigious couture houses, department stores and private
label retail outlets.
DISH DBS: Fitch Assigns BB- Rating on $750MM Sr. Unsec. Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR4' issue rating to DISH DBS
Corporation's (DDBS) issuance of approximately $750 million of
senior unsecured notes. DDBS is a wholly owned subsidiary of DISH
Network Corporation (DISH; Fitch Issuer Default Rating of 'BB-').
Proceeds are expected to be used for strategic transactions,
including spectrum-related transactions that will support the
company's unspecified wireless strategy. The Rating Outlook is
Stable. Pro forma for the issuance, DISH had approximately
$12.9 billion of senior unsecured notes outstanding as of
March 31, 2016.
As of first quarter 2016, Fitch believes DISH has adequate room in
the current rating to accommodate a reasonable amount of
incremental debt related to potential TV Broadcast Spectrum
Incentive auction spending if needed. Fitch will treat this
contingent liability as event risk in the rating, and will evaluate
DISH's capacity to fund any potential liability with cash in excess
of liquidity needs, if necessary, at the time the payment comes
due.
Pro forma for the proposed offering, total debt outstanding was
approximately $13 billion as of March 31, 2016. DISH's pro forma
leverage was 4.3x for the latest 12 month (LTM) period ended
March 31, 2016, a decrease from 4.6x and 4.9x at year-end 2015 and
March 31, 2015, respectively. DISH's leverage reduction provides
adequate flexibility to support a reasonable amount of incremental
debt within our 5x leverage threshold established for the current
rating associated with the TV Broadcast Spectrum Incentive auction
if needed.
KEY RATING DRIVERS
Wireless Strategy Poses Event Risk: The current ratings take into
consideration the lack of visibility into DISH's wireless strategy,
and the potential capital requirements and execution risk
associated with that strategy. Fitch acknowledges the significant
asset value and strategic optionality associated with DISH's
investment in wireless spectrum. However, in Fitch's view, DISH
would need to meaningfully differentiate its wireless services in
order for the strategy to successfully diversify its revenues, and
to provide for potential cash flow growth. A 4G LTE deployment
similar to other wireless operators' services would likely struggle
to gain traction, given the maturing wireless market and entrenched
national operators. Fitch notes that the terms of its wireless
spectrum assets require the company to build out a portion of the
spectrum coverage area, which can pressure the company's credit
profile.
DISH's efforts to transform though various wireless initiatives
remain in a development stage. The company's strategy has
experienced numerous set-backs as the company endeavors to engage
another wireless carrier seeking a partnership, acquisition or
network-sharing agreement. Event risks remain elevated as the
company contemplates additional acquisitions of spectrum or assets
to support the wireless strategy. The strategic importance of a
wireless broadband service option has not diminished and, as such,
Fitch expects DISH will likely continue its efforts to engage an
existing national wireless service provider.
Ratings Reflect Weak Trends: Fitch believes the company's overall
credit profile has limited capacity to accommodate DISH's
inconsistent operating performance as the company struggles to
transform its branding strategy from a value-oriented service
provider to a technology focused provider targeting high-value
subscribers. While subscriber metrics remain weak, average revenue
per user (ARPU) increased 2.6% during the first three months of
2016 versus the prior period as a result of programming cost
increases. However, ARPU growth has slowed versus 4.4% during the
first three months of 2015 as DISH's pay-tv programming package mix
changes to accommodate an increase in Sling TV subscribers.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for DISH include
nominal overall revenue growth generated by slower subscriber and
ARPU growth. EBITDA margins in 2016 and 2017 are expected to
remain flat from the 19.8% recorded in 2015, assuming that higher
programming costs are offset somewhat by SG&A cost containment
efforts.
RATING SENSITIVITIES
Although Fitch believes it is unlikely over the near term, a
positive rating action will likely coincide with the company
articulating a wireless strategy that is executed in a
credit-neutral manner and committing to a leverage target below
4x.
Fitch believes a negative rating action will likely coincide with
the company's decision to execute a wireless strategy, or other
discretionary management decisions that weaken its ability to
generate free cash flow (FCF), maintain adequate liquidity to meet
ongoing operational needs, erode operating margins, and increase
leverage higher than 5x without a clear strategy to deleverage the
company's balance sheet. Additional scenarios that may have a
potential rating impact, including the TV Broadcast Spectrum
Incentive auction, will be evaluated as they are disclosed.
LIQUIDITY
The company's current liquidity position is adequate for its
ongoing operations. Overall, the company's liquidity position and
financial flexibility is supported by expected FCF generation. The
company also benefits from a reasonable maturity schedule, as 38%
of the company's outstanding debt is scheduled to mature through
2020 but no more than approximately 10% in any one year. The next
maturity is in 2017 when $900 million comes due.
DISH had a total of approximately $871 million of cash and
marketable securities (current portion) as of March 31, 2016. The
majority of DISH's consolidated cash and marketable securities
balances were held at DISH. The company's stated minimum cash
requirement of $1 billion and FCF generation mitigate the risk
caused by the lack of a revolving credit facility.
DISH's FCF (defined as cash flow from continuing operations less
capital expenditures and dividends) declined approximately 16% as
of the LTM period ended March 31, 2016 to $1.2 billion when
compared to the same period during 2015. DISH's capital intensity
remained relatively stable in the 7% to 8% range in 2015. Capital
expenditures will continue to focus on subscriber retention and
capitalized subscriber premises equipment, and include capitalized
interest related to FCC authorizations.
DISH DBS: Moody's Assigns Ba3 Rating to Proposed Bond Offering
--------------------------------------------------------------
Moody's assigned a Ba3 rating to Dish DBS Corporation's ("Dish DBS"
Ba3/Stable) proposed $750 million senior unsecured bond offering.
Dish DBS is a wholly owned subsidiary of DISH Network Corporation
("DISH"). The new bonds will be senior unsecured obligations of
Dish DBS and will rank pari passu with the company's existing and
future senior unsecured indebtedness. Dish DBS may increase the
size of the bond issue depending on terms of the deal and investor
demand but we expect pro forma leverage for the new bond deal to be
comfortably under our 5.0x (incorporating Moody's standard
adjustments) maximum sustained leverage threshold for the Ba3
Corporate Family rating. Proceeds from the bond issuance will be
used for strategic transactions, which may include wireless and
spectrum related transactions."
Assignments:
Issuer: Dish DBS Corporation
Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4)
RATINGS RATIONALE
Moody's said, "The Dish DBS bonds possess only minimal protections
against leverage and upstreaming cash to DISH to finance spectrum
purchases. However, we do not believe the company will raise
additional debt at Dish DBS to acquire spectrum licenses in the
upcoming auction. DebttoEBITDA leverage at Dish DBS was 3.9x as of
3/31/2016 and we estimate that pro forma for the new bond issuance
adjusted leverage will be between 4.1x 4.4x. The rating outlook
for the company is stable."
DISH DBS Corporation is a direct broadcast satellite payTV
provider, with the third largest U.S. video subscriber base of
about 14 million subscribers as of 03/31/2016. Revenue for the LTM
period ending 3/31/2016 was $14.7 billion.
DISH DBS: S&P Assigns 'BB-' Rating on Proposed $750MM Sr. Notes
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '4'
recovery rating to DISH DBS Corp.'s proposed $750 million senior
unsecured notes due 2026. The '4' recovery rating indicates S&P's
expectation for average (30%-50%; upper half of the range) recovery
for noteholders in the event of a payment default. DISH DBS Corp.
is the main operating subsidiary of Englewood, Colo.-based
satellite TV provider DISH Network Corp. S&P expects the company
to use proceeds from the notes to replenish liquidity following the
February 2016 repayment of $1.5 billion notes and potentially for
the acquisition of spectrum licenses.
The 'BB-' corporate credit rating and negative rating outlook
remain unchanged, as net leverage will remain around 4x. The
negative outlook reflects the potential for a downgrade if future
wireless-related investments or acquisitions cause net leverage to
rise above 5x without a commensurate improvement in the company's
business risk profile. S&P do not currently incorporate the
potential benefits of its spectrum assets in its business risk
assessment due to lack of clarity around its future wireless
strategy. From a recovery standpoint, the spectrum sits outside
the restricted group on the company's bonds and therefore does not
provide additional value in S&P's recovery analysis. Bondholders
could benefit over the long term assuming an improvement in the
company's business prospects, which could include mobile video and
fixed broadband initiatives, but this is dependent on DISH's
ultimate wireless strategy and whether it keeps its
direct-broadcast satellite and spectrum assets together.
RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated payment default scenario contemplates that
intense competition from cable-TV and telephone companies,
as well as an accelerated shift to over-the-top (OTT)
viewing, will reduce the attractiveness of satellite TV
services causing churn, lower average revenue per user, and
declining profitability. S&P assumes permitted, but
uncommitted, incremental unsecured debt of about $1.5
billion-$2 billion to fund spectrum investments,
acquisitions, or wireless build-outs. S&P do not assign any
value to spectrum within our recovery analysis, as these
assets reside outside the restricted group. S&P applies a
5x multiple to emergence EBITDA. This multiple is lower
than for most pay-TV cable companies given DISH's heightened
exposure to competition from OTT due to the lack of a true
broadband hedge.
Simulated default assumptions
-- Simulated year of default: 2020
-- EBITDA at emergence: $1.5 billion
-- EBITDA multiple: 5x
Simplified waterfall
-- Net enterprise value (after 3% administrative costs):
$7.3 billion
-- Priority claims: $167 million
-- Collateral value available to unsecured creditors:
$7.1 billion
-- Senior unsecured notes: $15 billion
-- Recovery expectation: 30%-50% (upper half of the range)
Note: All debt amounts include six months of prepetition interest
RATINGS LIST
DISH Network Corp.
Corporate Credit Rating BB-/Negative/--
New Rating
DISH DBS Corp.
$750 mil. notes due 2026
Senior Unsecured BB-
Recovery Rating 4H
EFS COGEN: Moody's Assigns Ba3 Rating to Proposed Debt Offering
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to EFS Cogen
Holdings I LLC's (EFS Cogen) proposed $1,125 million senior secured
first lien credit facilities. The facilities consist of a $1,000
million senior secured term loan due 2023 and a $125 million senior
secured revolving credit facility due 2021. The rating outlook is
stable.
Proceeds from the senior secured term loan will be used to repay an
outstanding term loan (approximately $536 million) and to make
distributions to its two equity sponsors. EFS Cogen previously
closed on a $825 million secured term loan in December 2013 that is
rated Ba1. The Ba1 rating on the existing secured term loan
(Cusip.# 26844HAB3) and the secured revolving credit facility
(Cusip.# 26844HAC1) will be withdrawn upon the closing of the new
credit facilities.
EFS Cogen owns a 942 MW 6unit natural gasfired combined cycle
cogeneration plant in Linden, New Jersey that consists of Units 15
(777 MW) and Unit 6 (165 MW). A dedicated transmission line allows
Units 15 to dispatch its electric output and capacity into New York
City. EFS Cogen is owned 50/50 by affiliates of Ares EIF and
Oaktree Capital.
RATINGS RATIONALE
The main credit attributes supporting EFS Cogen's Ba3 rating
include the asset's location within a highly constrained load
pocket, strong historical operating performance and longdated,
albeit fairly modest contracted revenue stream. The rating,
however, is capped at the Ba3 rating level by EFS Cogen's reliance
on merchant power markets for the majority of its cash flows and a
significant leverage profile due in part to substantial dividends
being paid to the sponsors at financial close that contributes to
somewhat weak projected financial metrics.
EFS Cogen's position as an efficient electric generator within New
York City Zone J, a highly congested load pocket within the most
constrained zone of the New York Independent System Operator (ISO),
allows it to earn premium energy and capacity pricing visàvis
other established power markets. EFS Cogen's locational value
combined with substantial barriers to entry for new incity electric
generating supply, mitigate in part its significant leverage
profile, which will be in excess of $1,000 per kilowatt, and
refinancing risk. In 2015, Units 15 provided approximately 13% of
the total generation provided by generators located within Zone J.
Units 15 will continue to sell the majority of their capacity and
output to Consolidated Edison Company of New York, Inc. (ConEd: A2,
stable) under a power purchase agreement that terminates April 30,
2017. The power purchase agreement, however, is unlikely to be
renewed, therefore exposing Units 15 to merchant pricing dynamics
beyond that date.
Lenders will benefit from a modest contracted revenue stream.
Specifically, Unit 6 provides electricity to Phillip 66's Bayway
Refinery under a tolling arrangement that extends to April 2032
while a steam contract with Bayway Refinery extends to the same
date. Combined, these two contracts are expected to generate
approximately $50 million of annual recurring revenue or
approximately 15% of total projected revenue under a sensitivity
case considered. The Bayway Refinery complex houses the second
largest refinery on the East Coast and, as such, EFS Cogen
represents critical energy infrastructure.
EFS Cogen's location in New Jersey combined with its ability to
transmit electricity into New York City provides several
competitive advantages over New York Citybased generators,
including an ability to source less expensive natural gas supply.
This competitive advantage is not likely to change over the life of
the financing. We expect Unit 15's capacity factor to increase from
historical levels of approximately 60%.
FINANCIAL METRICS
Based on financial sensitivities considered by Moody's, EFS Cogen
should be able to achieve debt service coverage in excess of 2.0
times through at least 2019 and a ratio of funds from operations to
debt (FFOtodebt) in a range of 911% during the same timeframe.
Financial metrics at these levels are more typically commensurate
with Brated projects. At the same time, however, EFS Cogen's
competitive profile and strong operating history are credit
positive qualitative factors that are unlikely to change over time
enabling the assignment of EFS Cogen's Ba3 rating.
Moody's said, "We anticipate that EFS Cogen's debt balance near
maturity that will need to be refinanced stands at approximately
$500550 million or 5055% of the initial debt amount. While
significant, the importance of Units 15 in providing incity
generating capacity and the critical infrastructure provided to the
Bayway Refinery provide mitigating factors."
STRUCTURAL FEATURES
Lenders will be provided typical project finance structural
features, including a sixmonth debt service reserve, a 75% excess
cash flow sweep requirement, quarterly target debt balances and
cash distribution tests. Moreover, the term loan and revolving
credit facility will be secured by a first lien on all tangible and
intangible assets of EFS Cogen and its subsidiaries.
RATING OUTLOOK
The stable outlook reflects an expectation for continued strong
operating performance and financial performance that results in
sustained FFOtodebt metrics of 2.0 times through at least 2019 and
a ratio of funds from operations to debt (FFOtodebt) in a range of
911%.
EFS Cogen's rating is unlikely to be upgraded in the nearterm.
Longer term, consistent FFOtodebt metrics that exceed 12% and debt
service coverage above 2.5x on a sustained basis could warrant
consideration of an upgrade.
EFS Cogen's rating may be pressured should its FFOtodebt metric
decline to below 6% or if the generating facility experiences
operating problems.
EMERALD OIL: $73M Bid from NEH to Open July 11 Auction
------------------------------------------------------
Emerald Oil, Inc. and its debtor affiliates ask the U.S. Bankruptcy
Court for the District of Delaware, for entry of an order
establishing bidding procedures for the sale of substantially all
of assets to New Emerald Holdings, LLC, for approximately $73
million, subject to competing bids.
Having explored other alternatives with the assistance of their
advisors, the Debtors determined that a sale of substantially all
of their assets would maximize the value of their estates for all
stakeholders. To that end, the Debtors negotiated a $20 million
postpetition financing facility with Wells Fargo Bank, N.A., as
agent (the "Agent"), on behalf of a syndicate of financial
institutions comprised of certain prepetition lenders (the
"Lenders"), to provide them with sufficient runway to execute on a
value-maximizing sale process.
Before the Petition Date, the Debtors explored several strategic
alternatives to address balance sheet issues and the financial
pressures exacerbated by unpredictable commodity prices, including:
(a) actively managing their debt capital structure, (b) selling
assets; (c) minimizing capital expenditures; (d) obtaining waivers
or amendments from the Lenders; (e) effectively managing working
capital; (f) improving cash flows from operations; and (g)
accessing the equity capital markets. More specifically, the
Debtors engaged in negotiations with four separate parties to
refinance their debt capital structure. Separately, the Debtors
negotiated with other parties to pursue a potential sale of a
material portion or substantially all of their assets.
Ultimately, in no part due to a lack of effort, the Debtors
prepetition efforts were unsuccessful. Although the Debtors'
operations were and continue to be generally strong, the prevailing
acro-economic forces -- most notably the unprecedented drop in the
price of oil and natural gas -- strained the Debtors' ability to
maintain the weight of their capital structure, and ultimately led
to the filing of the Chapter 11 cases.
With Intrepid Partners, LLC, as their investment bankers at the
helm of the sale process, and following the completion of
considerable investigation and diligence by the Debtors and their
advisors, the Debtors and the Stalking Horse Bidder have entered
into an Asset Purchase Agreement, dated as of May 25, 2016.
The Debtors propose this timeline for the sale of the Assets:
* Contract Cure Objection Deadline: 4:00 PM (ET) seven calendar
days from service of the Contract Notice as the deadline to object
to the cure amounts listed in the Contract Notice;
* Bid Deadline: 11:59 PM (ET), on or before July 6, 2016, as the
deadline by which bids for the Assets (as well as the deposit and
all other documentation required under the Bidding Procedures for
Qualified Bidders (as defined in the Bidding Procedures)) must be
actually received (the "Bid Deadline");
* Auction: July 11, 2016 at 10:00 AM (ET), as the date and time
the Auction, if needed, will be held at the offices of Kirkland &
Ellis LLP, located at 601 Lexington Avenue, New York, New York
10022;
* Sale Objection Deadline: 4:00 PM (ET), on or before seven
calendar days after the Bid Deadline, as the deadline to object to
the Sale;
* Sale Hearing: on or before July 14, 2016, at 10:00 AM (ET), as
the date and time for the Sale Hearing.
Counsel to the Debtors:
Laura Davis Jones
Colin R. Robinson
Joseph M. Mulvihill
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, Delaware 19899-8705 (Courier 19801)
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
E-mail: ljones@pszjlaw.com
crobinson@pszjlaw.com
jmulvihill@pszjlaw.com
- and –
James H.M. Sprayregen
Ryan Blaine Bennett
Travis M. Bayer
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
E-mail: james.sprayregen@kirkland.com
ryan.bennett@kirkland.com
travis.bayer@kirkland.com
About Emerald Oil
Emerald is a Denver-based independent exploration and production
company that is focused on acquiring acreage and developing wells
in the Williston Basin of North Dakota.
Emerald Oil, Inc., Emerald DB, LLC, Emerald NWB, LLC, Emerald WB
LLC and EOX Marketing, LLC filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10704 to 16-10708) on March
22, 2016. Ryan Smith signed the petitions as chief financial
officer.
The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Pachulski Stang
Ziehl & Jones LLP as local counsel, Intrepid Financial Partners,
LLC as investment banker, Opportune LLP as restructuring advisor
and Donlin Recano & Company, Inc., as claims and noticing agent.
Judge Kevin Gross has been assigned the cases.
Andrew Vara, acting U.S. trustee for Region 3, appointed seven
creditors of Emerald Oil, Inc., to serve on the official committee
of unsecured creditors.
ENDURANCE ENERGY: To Restructure Case Under CCAA
------------------------------------------------
Endurance Energy Ltd sought and obtained from the Court of Queen's
Bench of Alberta an initial order under the Companies's Creditors
Arrangement Act under file number 1601-06765.
Pursuant to the initial order, FTI Consulting Canada Inc. has been
appointed as monitor. The firm can be reached at:
FTI Consulting Canada Inc.
Attention: Brett Wilson
Suite 720-440 2nd Avenue S.W.
Calgary, Alberta T2P 5E9
Tel: 403-454-6033
Fax: 403-232-6116
Email: wilson@fticonsulting.com
A copy of the initial order and other public information concerning
these CCAA proceedings can be found at
http://cfcanada.fticonsulting.com/endurance.
Formed in 2008, Endurance Energy Ltd. engages in the exploration
and production of natural gas. The company focuses on acquisition
and development of natural gas assets in the Western Canadian
Sedimentary Basin. In addition, the company focuses on southern
Alberta and Saskatchewan.
ENERGY FUTURE: Deutsche Bank, Barclays et al. Offer $4-Bil. Loan
----------------------------------------------------------------
Texas Competitive Electric Holdings Company LLC has executed a debt
commitment letter, dated May 31, 2016, with:
* Deutsche Bank AG New York Branch and Deutsche Bank
Securities Inc.,
* Barclays Bank PLC,
* Citigroup Global Markets Inc., Citibank N.A., Citicorp USA,
Inc., Citicorp North America, Inc.,
* Credit Suisse AG and Credit Suisse Securities (USA) LLC,
* Royal Bank of Canada and RBC Capital Markets,
* UBS AG, Stamford Branch and UBS Securities LLC, and
* Natixis, New York Branch.
Pursuant to the deal, the Commitment Parties committed to provide
secured financing consisting of either:
(1) $750 million in aggregate principal amount of senior
secured first lien credit facility,
$2.85 billion in aggregate principal amount of senior
secured term loan facility, and
$650 million in aggregate principal amount of senior
secured term loan facility, or
(2) a senior secured superpriority debtor-in-possession and
exit credit agreement consisting of:
$750 million in aggregate principal amount of
superpriority senior secured first lien
revolving credit facility,
$2.85 billion in aggregate principal amount of
superpriority senior secured term loan
facility, and
$650 million in aggregate principal amount of
superpriority senior secured term loan
facility,
which DIP Roll Facilities will, subject to the
conditions set forth in the Debt Commitment Letter,
convert to longer term facilities on the Conversion
Date.
There can be no assurances that such conditions will be satisfied
or waived (if applicable).
DBNY commits to provide (i) $135,000,000 of the aggregate principal
amount of the Senior Revolving Credit Facility and (ii)
$631,000,000 of the aggregate principal amount of the Senior Term
Loan Facilities.
Barclays commits to provide (i) $110,000,000 of the aggregate
principal amount of the Senior Revolving Credit Facility and (ii)
$513,000,000 of the aggregate principal amount of the Senior Term
Loan Facilities.
Citi commits to provide (i) $110,000,000 of the aggregate principal
amount of the Senior Revolving Credit Facility and (ii)
$513,000,000 of the aggregate principal amount of the Senior Term
Loan Facilities.
CS commits to provide (i) $110,000,000 of the aggregate principal
amount of the Senior Revolving Credit Facility and (ii)
$513,000,000 of the aggregate principal amount of the Senior Term
Loan Facilities.
RBC commits to provide (i) $110,000,000 of the aggregate principal
amount of the Senior Revolving Credit Facility and (ii)
$513,000,000 of the aggregate principal amount of the Senior Term
Loan Facilities.
UBS Stamford commits to provide (i) $100,000,000 of the aggregate
principal amount of the Senior Revolving Credit Facility, and (ii)
$467,000,000 of the aggregate principal amount of the Senior Term
Loan Facilities.
Natixis NY commits to provide (i) $75,000,000 of the aggregate
principal amount of the Senior Revolving Credit Facility and (ii)
$350,000,000 of the aggregate principal amount of the Senior Term
Loan Facilities.
DBNY commits to provide (i) $135,000,000 of the aggregate principal
amount of the DIP Roll Revolving Credit Facility and (ii)
$631,000,000 of the aggregate principal amount of the DIP Roll Term
Loan Facilities.
Barclays commits to provide (i) $110,000,000 of the aggregate
principal amount of the DIP Roll Revolving Credit Facility and (ii)
$513,000,000 of the aggregate principal amount of the DIP Roll Term
Loan Facilities.
Citi commits to provide (i) $110,000,000 of the aggregate principal
amount of the DIP Roll Revolving Credit Facility and (ii)
$513,000,000 of the aggregate principal amount of the DIP Roll Term
Loan Facilities.
CS commits to provide (i) $110,000,000 of the aggregate principal
amount of the DIP Roll Revolving Credit Facility and (ii)
$513,000,000 of the aggregate principal amount of the DIP Roll Term
Loan Facilities.
RBC commits to provide (i) $110,000,000 of the aggregate principal
amount of the DIP Roll Revolving Credit Facility and (ii)
$513,000,000 of the aggregate principal amount of the DIP Roll Term
Loan Facilities.
UBS Stamford commits to provide (i) $100,000,000 of the aggregate
principal amount of the DIP Roll Revolving Credit Facility and (ii)
$467,000,000 of the aggregate principal amount of the DIP Roll Term
Loan Facilities.
Natixis NY commits to provide (i) $75,000,000 of the aggregate
principal amount of the DIP Roll Revolving Credit Facility and (ii)
$350,000,000 of the aggregate principal amount of the DIP Roll Term
Loan Facilities.
A copy of the Debt Commitment Letter is available at
http://goo.gl/T7c1WY
ENERGY FUTURE: Has Approval to Dispose Of De Minimis Assets
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on June 3,
2016, entered an order authorizing Energy Future Holdings Corp., et
al., to sell certain surplus, obsolete, non-core, unused, or
burdensome assets.
The TCEH Debtors are authorized to sell or transfer De Minimis
Assets to a single buyer or group of related buyers with a sale
price of less than or equal to $250,000 without further order of
the Court. With regard to a transaction with a sale price greater
than $250,000 and less than or equal to $1 million, the TCEH
Debtors are authorized to consummate a transaction subject to
noticing procedures, which require the Debtors to provide notice of
the sale at least 10 days prior to closing. With regard to a
transaction with a sale price greater than $1 million and less than
or equal to $51 million, the TCEH Debtors are authorized to
consummate a transaction subject to noticing procedures, which
grant notice parties 10 days to object to the sale.
The Debtors are also authorized pursuant to Sec. 554(a) of the
Bankruptcy Code to abandon De Minimis Assets with a book value as
recorded in the Debtors' books and records of $15 million or less
without further order of the Court.
A copy of the Order is available for free at:
http://bankrupt.com/misc/EFH_8598_Sale_Ord.pdf
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases jointly
administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld
LLP, as legal advisor, and Centerview Partners, as financial
advisor. The EFH equity holders supporting the restructuring
agreement are represented by Wachtell, Lipton, Rosen & Katz,
as legal advisor, and Blackstone Advisory Partners LP, as
financial advisor. Epiq Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq.,
and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle,
Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee represents the interests of the unsecured
creditors of only of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors. The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring. The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.
* * *
In December 2015, the Bankruptcy Court confirmed the Debtors'
Sixth
Amended Joint Plan of Reorganization. In May 2016, certain first
lien creditors of TCEH delivered a Plan Support Termination Notice
to the Debtors and the other parties to the Plan Support
Agreement,
notifying the parties of the occurrence of a Plan Support
Termination Event. The delivery of the Plan Support Termination
Notice caused the Confirmed Plan to become null and void.
Following the occurrence of the Plan Support Termination Event as
well as the termination of a roughly $20 billion deal to sell the
Debtors' stake in Oncor Electric Delivery Co., the Debtors filed
the Plan of Reorganization and the Disclosure Statement with the
Bankruptcy Court on May 1, 2016. On May 11, they filed an amended
joint plan of reorganization and a related disclosure statement.
A copy of the Amended Plan is available at https://is.gd/Gl6Hmu
A copy of the Disclosure Statement is available at
https://is.gd/8pDwBx
ENERGY XXI: Seeks Approval of Non-Insider Compensation Plans
------------------------------------------------------------
BankruptcyData.com reported that Energy XXI filed with the U.S.
Bankruptcy Court a motion for entry of an order authorizing the
Debtors to pay severance to non-insider employees. The motion
explains, "During the prior 12 months, the average cash severance
payment to each Eligible Employee severed by the Debtors has
totaled approximately $115,000. The Debtors now seek to continue to
honor severance obligations to non-insider Eligible Employees under
the Severance Program -- which the Debtors did not seek to continue
in the first-day wages and benefits motion -- on a postpetition
basis. More specifically, in light of the continued depression in
the oil and gas industry, which continues to place increased
pressures on the Debtors' workforce, the Debtors seek authority to
honor obligations to Eligible Employees under the Severance Program
on a postpetition basis. Granting the relief requested will also
permit the Debtors to implement (solely to the extent necessary)
possible headcount reductions during the pendency of these chapter
11 cases ahead of consummation of the Debtors' comprehensive
reorganization pursuant to their proposed chapter 11 plan.
Furthermore, by honoring commitments to severed employees on
account of the Severance Program, the Debtors' will incentivize and
motivate their remaining non-insider Eligible Employees to maximize
performance despite the challenging business climate, and thus
confer an additional and important benefit on the Debtors'
estates."
According to the report, the Debtors filed a separate motion for
entry of an order authorizing and approving non-insider
compensation program. This motion explains, "This Motion seeks the
approval, on a postpetition basis, of the Debtors' longstanding
prepetition non-insider employee compensation program (the
'Non-Insider Compensation Program') applicable to the Debtors'
critical non-insider key employees (each, a 'Participant,' and,
collectively, the 'Participants')... the Non-Insider Compensation
Program -- which was adopted in 2006 and continued in each
successive fiscal year -- contemplates annual incentive
compensation to approximately 239 Participants, which payments are
expected to total approximately $4.5 million for the 2016 fiscal
year (an average of approximately $18,900 per Participant)."
The Court scheduled a June 30, 2016 hearing to consider both the
motions.
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.
Wilmer Cutler Pickering Hale and Dorr LLP represents 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.
The Office of the U.S. Trustee on April 26 appointed five creditors
of Energy XXI Ltd. to serve on the official committee of unsecured
creditors. The Committee retains Heller, Draper, Patrick, Horn &
Dabney LLC as its co-counsel, Latham & Watkins LLP as its
co-counsel, and FTI Consulting, Inc. as its financial advisor.
EXAMWORKS GROUP: Moody's Assigns B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investor Service assigned a B2 Corporate Family Rating and
B2PD Probability of Default Rating to ExamWorks Group, Inc.'s. At
the same time, Moody's assigned a B1 rating to ExamWorks' proposed
$920 million senior secured credit facilities. The rating outlook
is stable. The proceeds from the first lien term loan along with
$340 million second lien notes (not rated) and $1,217 million of
cash equity contributions will be used to fund the $2.2 billion
acquisition of ExamWorks by financial sponsor Leonard Green &
Partners, L.P. Following the close of the transaction, Moody's will
withdraw the ratings on the company's existing $500 million senior
unsecured notes. This rating action concludes the ratings review
initiated on April 27, 2016.
The following is a summary of Moody's ratings actions.
Ratings confirmed and to be withdrawn following the close of
transaction:
ExamWorks Group, Inc. (Old)
Corporate Family Rating at B2
Probability of Default Rating at B2PD
$500 million senior unsecured notes due 2023 at B3 (LGD 4)
Ratings affirmed and to be withdrawn following the close of
transaction:
ExamWorks Group, Inc. (Old)
Speculative Grade Liquidity Rating at SGL1
Outlook stable
Ratings assigned:
ExamWorks Group, Inc. (New)
Corporate Family Rating at B2
Probability of Default Rating at B2PD
$150 million revolving credit facility expiring in 2021 at B1 (LGD
3)
$770 million first lien term loan due 2023 at B1 (LGD 3)
Outlook stable
RATINGS RATIONALE
ExamWorks' B2 Corporate Family Rating reflects its high financial
leverage following its leveraged buyout by private equity sponsors,
a rapid growth strategy, along with modest integration risk and
vulnerability to regulatory reviews. Furthermore, the company's
moderate revenue size and use of debt to fund acquisitions is a
rating constraint. ExamWorks' rating is supported by its leading
market share of the independent medical examination industry, solid
EBITDA margins and diversity of its customer base.
The stable rating outlook reflects Moody's expectation that
financial leverage will steadily improve due to debt repayment and
continued earnings growth over the next 1218 months. It also
reflects Moody's assumption that the company will not engage in any
material debtfinanced acquisitions or shareholder initiatives.
The rating could be upgraded if ExamWorks experiences continued
favorable growth in both revenues and EBITDA. The company
sustaining debt to EBITDA below 5.0 times would also support an
upgrade.
The rating could be downgraded if pricing tightens or significant
client losses result in declining revenues or operating profits.
Significant debt financed acquisitions that weaken credit metrics
could also result in a downgrade. Additionally, if the company
sustains debt to EBITDA greater than 6.0 times, a downgrade is
possible.
Headquartered in Atlanta, GA, ExamWorks, Inc. is a leading provider
of independent medical examinations, consisting of peer reviews,
bill reviews and IMErelated services. These services are provided
to the insurance and legal industries, thirdparty administrators,
selfinsured parties and federal and state agencies. Revenue for the
twelve months ended March 31, 2016 was $850 million.
EXAMWORKS GROUP: S&P Lowers CCR to 'B', Off CreditWatch Negative
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on ExamWorks
Group Inc. to 'B' from 'B+' and removed it from CreditWatch, where
it was placed with negative implications on April 28, 2016. The
rating outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to ExamWorks' proposed $150 million revolving
credit facility and $770 million first-lien term loan. The '3'
recovery rating indicates S&P's expectation for meaningful
(50%-70%, at the lower end of the range) recovery in the event of
payment default. S&P also assigned its 'CCC+' issue-level rating
and '6' recovery rating to ExamWorks' proposed $340 million
second-lien notes. The '6' recovery rating indicates S&P's
expectation for negligible (0%-10%) recovery in the event of
default.
"The downgrade reflects the increase in leverage to 7.5x from 3.9x
because of the leveraged buyout," said S&P Global Ratings credit
analyst James Uko. S&P also expects FFO to debt will decrease to
approximately 7.0% from 18%. S&P projects ExamWorks to generate
$40 million to $50 million in free cash flow through 2017. Despite
positive cash generation, S&P expects financial policy will be
aggressive and that the company will now use its cash flows in
favor of shareholder returns rather than permanent debt reduction.
The transaction does not change S&P's view of ExamWorks' business
risk profile. ExamWorks remains narrowly focused on the niche
business of arranging independent medical examination (IME)
services for insurers and other parties to confirm the veracity of
sick or injured individuals. The company is also exposed to
regulatory changes in some jurisdictions and low barriers to entry,
including the ability for customers to arrange these services
in-house. These factors are only partially offset by the company's
leading market share in each of its markets, its broad network of
doctors, and its software and data-security infrastructure, which
S&P views as competitive advantages that continue to help the
company gain market share in a relatively mature market.
The stable outlook on ExamWorks reflects S&P's expectation that,
despite high-single-digit to low-double-digit revenue growth and
positive cash flow generation, debt to EBITDA will remain above 7x
and FFO to debt will be below 12% through 2017.
S&P could lower the rating if the company's liquidity severely
weakens as ExamWorks generates negligible or negative cash flow.
This could be the result of increased competition, and subsequent
adverse pricing headwinds, leading to mid-single-digit revenue
declines and a margin contraction of more than 400 basis points.
Although unlikely given currently high leverage, S&P could raise
the rating if it became convinced that adjusted debt to EBITDA
would decline and remain below 5x and FFO to debt would increase
and remain above 12%. However, even if the company outperformed
our base-case projections and credit measures approached these
levels, S&P would be highly skeptical that the company would
maintain these results, given financial sponsor ownership and S&P's
expectation that its owners would prioritize shareholder returns
over permanent debt reduction.
EZE CASTLE: S&P Assigns 'B+' Rating on New $115MM Loan
------------------------------------------------------
S&P Global Ratings assigned a 'B+' issue-level and '2' recovery
rating to Boston-based investment manager software provider Eze
Castle Software Inc.'s (B/Stable/--) proposed $115 million
incremental first-lien term loan B-2. The '2' recovery rating
indicates S&P's expectation of substantial (70% to 90%; lower half
of the range) recovery in the event of a default. As part of the
transaction, the maturity on the $75 million revolving credit
facility will be extended 18 months to October 2019.
Eze Castle intends to use the add-on loan to fund a $123 million
dividend to shareholders. This follows a recent $56 million cash
dividend to shareholders earlier this month. The increase in debt
does not affect S&P's 'B' corporate credit rating or stable outlook
on Eze Castle. The company's adjusted leverage was 5.4x as of
March 31, 2016, down from 6.5x on a year-over-year basis. Pro forma
for the transaction, leverage will increase to 6.6x. Despite the
higher leverage, the company generates good free operating cash
flow (FOCF), with FOCF to debt of 11%, an increase from 8% year
over year. S&P expects that Eze Castle's stable and consistent
operating performance will allow it to modestly reduce its pro
forma leverage to the low- to mid-6x area by the end of fiscal
2016.
The corporate credit rating on Eze Castle is based on S&P's
assessment of the company's weak business risk profile, which
incorporates the narrow market focus within the competitive
investment management software industry, and dependence on cyclical
financial end markets. The company's low customer concentration
and high subscription revenues, which S&P views as recurring in
nature, provide offsets. The company's highly leveraged financial
risk profile reflects its high pro forma leverage of 6.6x and its
high risk tolerance as demonstrated by its debt-financed dividend
payments. The stable outlook reflects the company's stable FOCF
generation from its recurring and predictable revenue base, and our
expectation that it will maintain its competition position in key
markets.
RATINGS LIST
Eze Castle Software Inc. B/Stable/--
$115 million term loan B-2
Senior Secured B+
Recovery Rating 2L
GATES GLOBAL: Moody's Affirms B3 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service revised Gates Global LLC's ratings
outlook to negative from stable. All other ratings were affirmed,
including the B3 Corporate Family Rating ("CFR"), B3PD Probability
of Default Rating, B2 rating on the approximately $2.7 billion
senior secured facilities and Caa2 rating on the approximately $1.3
billion senior unsecured notes.
The outlook change to negative reflects the company's highly
leveraged profile amidst weakening conditions in its industrial
endmarkets, which are likely to stay depressed. Additionally, the
timing and magnitude of an endmarket recovery remain uncertain. As
a result, Moody's expects credit metrics to remain constrained,
continuing a negative trend, including the likelihood that leverage
will remain elevated. In response to weaker demand, Gates has been
implementing a number of cost cutting and restructuring actions.
The company expects these initiatives to strengthen EBITDA margins
and lower its leverage from the high April 2016 level of over 7x.
If the company does not show clear progress in achieving its margin
objectives and improving its leverage and coverage metrics, there
could be further rating pressure.
Outlook Actions:
Issuer: Gates Global LLC
Outlook, Changed To Negative From Stable
Affirmations:
Issuer: Gates Global LLC
Probability of Default Rating, Affirmed B3PD
Corporate Family Rating, Affirmed B3
Senior Secured Bank Credit Facility (Local Currency), due
2019, Affirmed B2
Senior Secured Bank Credit Facility (Local Currency), due
2021, Affirmed B2
Senior Secured Bank Credit Facility (Foreign Currency), due
2021, Affirmed B2
Senior Unsecured Regular Bond/Debenture (Local Currency), due
2022, Affirmed Caa2
Senior Unsecured Regular Bond/Debenture (Foreign Currency),
due 2022, Affirmed Caa2
RATINGS RATIONALE
The B3 Corporate Family Rating incorporates Gates' strained credit
metrics amidst challenging endmarket conditions and sustained high
leverage following Blackstone's leveraged acquisition in 2014.
During the last twelve months ended April 2nd, 2016, debt/EBITDA
(including Moody's standard adjustments) exceeded 7.0x. Moody's
anticipates that weak endmarket and foreign exchange headwinds will
continue to pressure revenue, profitability and cash flow measures
over the next 1218 months. These conditions include an unfavorable
demand climate in the company's industrial end markets (primarily
agriculture, construction and oil & gas and mining). The timing and
magnitude of a recovery in demand remains uncertain. Moody's also
anticipates a plateauing demand environment in the automotive
endmarkets (about half of sales) through 2017.
The above factors are counterbalanced by the company's strong
competitive position across diversified end markets, with a large
aftermarket business (about 60% of revenues), and regions. This
position has enabled it to have high margins and a good liquidity
profile for the rating category. Adequate EBITA/Interest of about
1.8x (while lower than historical levels) and competitive
attributes that support the likelihood of a sustained favorable
market position, are considerations that partially offset Gates'
elevated financial risk profile. The company's good liquidity
profile, including annual free cash generation of over $100
million, also supports the rating. Successful execution of cost
reduction initiatives in the anticipated endmarket environment is
an important support to positive forward operating performance and
debt repayment over the intermediate term.
In light of the negative outlook, an upgrade in the nearterm is
unlikely. The ratings could be upgraded with improvements in
operating performance and sustained consistent free cash flow
generation, resulting in EBITA/interest and Debt/EBITDA approaching
3.0x and 6.0x, respectively.
The ratings could be downgraded if the company's restructuring and
cost reduction initiatives do not put it on track with lowering
leverage and improving interest coverage from the current levels of
over 7x and 1.8x, respectively. A deterioration in margins or in
the company's liquidity position, including lower than anticipated
free cash flow generation, would also pressure the ratings.
Shareholderfriendly actions that compromise debtholder interests
could also lead to a downgrade.
Gates Global LLC, located in Denver, Colorado, is a leading global
manufacturer of power transmission belts and fluid power products
that are highly engineered and critical components used in diverse
industrial and automotive applications, with aftermarket revenue
representing approximately 60% of sales of approximately $2.7
billion as of the last twelve months ended April 2nd, 2016. Gates
is a portfolio company of The Blackstone Group L.P.
GENERAL MOTRIZ: Seeks to Hire Carrasquillo as Accountant
--------------------------------------------------------
General Motriz, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Puerto Rico to hire Carrasquillo CPA Group, PSC
as its accountant.
The professional services that Carrasquillo will provide include:
Recurring Services:
(a) Bookkeeping
(b) Payroll tax returns
(c) Bank reconciliations
(d) Tax services
Non Recurring Services:
(a) Assist in the projected financial statements as needed
(b) Preparation of standard monthly operating reports
(c) Assist in the preparation of the liquidation analysis
(d) Third party representation as needed
The proposed arrangement of compensation is an annual rate of
$4,800 for non-recurrent services and $6,000 for recurrent
services. Any additional service will be charged at $100 per hour.
Ismael Rivera-Feliciano, an accountant at Carrasquillo, disclosed
in a court filing that he is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Ismael Rivera-Feliciano
Carrasquillo CPA Group, PSC
Rafael Cordero Avenue
M-30 Condado Moderno
Caguas, PR 00726
Tel: (787)258-7835
Fax: (939)337-5744
Email: irivera@carrasquillocpagroup.com
The Debtor can be reached through its counsel:
Victor Gratacos Diaz, Esq.
Gratacos Law Firm, P.S.C.
P.O. Box 7571
Caguas, Puerto Rico, 00726
Tel. 787-746-4772
Fax. 787-746-3633
Email: bankruptcy@gratacoslaw.com
About General Motriz
General Motriz, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 16-02193) on March 21,
2016. The Debtor is represented by Victor Gratacos Diaz, Esq., at
Gratacos Law Firm, P.S.C.
GR HOSPITALITY: Wants Access to Mortgage Lenders' Cash Collateral
-----------------------------------------------------------------
GR Hospitality Management, LLC, asks the U.S. Bankruptcy Court in
Wichita Falls, Tex., for permission to use cash collateral,
including room rents, pledged to secure repayment of an obligation
to Lakeland West Capital XXV, LLC.
In support of its request, the Debtor shows the Court a proposed
one-month budget projecting $78,000 in revenue and $75,808 in
expenses (including a $10,000 mortgage loan payment).
Lakeland West Capital XXV, LLC, is represented by:
Richard G. Dafoe, Esq.
Vincent Serafino Geary Waddell Jenevein, P.C.
1601 Elm Street, Suite 4100
Dallas, TX 75201
E-mail: rdafoe@vinlaw.com
GR Hospitality Management, LLC, operates the Best Western Plus
Graham Inn located in Graham, Tex. The company filed a chapter 11
petition (Bankr. N.D. Tex. Case No. 16-70179 on June 6, 2016, and
is represented by Joyce W. Lindauer, Esq., Sarah Cox, Esq., and
Jamie Kirk, Esq., at Joyce W. Lindauer Attorney, PLLC, in Dallas,
Tex. At the time of the filing, the Debtor estimated its assets
and liabilities at less than $10 million. The Debtor filed a prior
Chapter 11 case in July 2010 and confirmed a Plan in that case in
May 2011.
GRAYSON COUNTY HOME: Taps Peterson & Peterson as Accountant
-----------------------------------------------------------
Grayson County Home Health, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to hire Peterson
& Peterson, P.C. as its accountant.
The Debtor tapped the firm to prepare and file tax returns for the
bankruptcy estate; prepare monthly operating reports, budgets and
financial forecasts; and assist in the preparation of a Chapter 11
plan.
Peterson's normal hourly rate is $ 250 for CPA consulting and $125
for clerical. It is anticipated that the firm will seek
compensation based upon its normal and usual hourly billing rates,
according to court filings.
Jason Peterson, a certified public accountant at Peterson &
Peterson, disclosed in a court filing that the firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Jason Peterson CPA
Peterson & Peterson, P.C.
8555 Westland, West Blvd.
Houston, TX 77041
Tel: 832-237-1040
Fax: 832-237-1042
Email: Jason@petersonandpeterson.com
The Debtor can be reached through its counsel:
Bill F. Payne, Esq.
The Moore Law Firm, L.L.P.
100 N. Main Street
Paris, TX 75460
Tel: 903-784-4393 or 972-628-4901
Fax: 903-785-0312
About Grayson County Home Health
Grayson County Home Health, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-40276) on
February 16, 2016. The Debtor is represented by Bill F. Payne,
Esq., at The Moore Law Firm, LLP.
GREAT BASIN: Closes Public Offering of Units
--------------------------------------------
Great Basin Scientific, Inc., closed its previously announced
public offering of units on June 1, 2016. In connection with the
Offering, the Company issued 3,160,000 shares of common stock and
Series G common stock purchase warrants exercisable to acquire
3,160,000 shares of the Company's common stock, subject to
adjustment, at an initial exercise price of $1.90 per share. The
public offering price of the Offering was $1.90 per unit for
aggregate gross proceeds to the Company of approximately $6.0
million. In connection with the Offering, the exercise prices or
conversion prices of certain of our issued and outstanding
convertible securities were automatically adjusted to take into
account the Offering at the Public Offering Price. The exercise
prices or conversion prices of the following convertible securities
were adjusted as follows.
Class A Warrants
As previously reported, on July 30, 2014, the Company completed the
sale of Class A Warrants entitling the holders of the Class A
Warrants to purchase shares of common stock of the Company. As of
June 1, 2016, the Company had outstanding Class A Warrants to
purchase 755 shares of common stock of the Company. The Class A
Warrants include a provision which provides that the exercise price
of the Class A Warrants will be adjusted in connection with certain
equity issuances by the Company. The consummation of the Offering
at the Public Offering Price is an issuance which triggers an
adjustment to the exercise price of the Class A Warrants.
Therefore, on June 1, 2016, the exercise price for the Class A
Warrants was adjusted from $5.60 per share of common stock (taking
into account the Company's recent 35 for 1 reverse stock split) to
$1.90 per share of common stock.
Class B Warrants
As of June 1, 2016, the Company had outstanding Class B Warrants to
purchase 640 shares of common stock of the Company. The Class B
Warrants include a provision which provides that the exercise price
of the Class B Warrants will be adjusted in connection with certain
equity issuances by the Company. On June 1, 2016, the Company
closed the Offering. In connection with the Offering, the Company
issued 3,160,000 shares of common stock and Series G common stock
purchase warrants exercisable to acquire 3,160,000 shares of our
common stock, subject to adjustment, at an initial exercise price
of $1.90 per share. The consummation of the Offering at the Public
Offering Price is an issuance which triggers an adjustment to the
exercise price of the Class B Warrants. Therefore, on June 1,
2016, the exercise price for the Class B Warrants was adjusted from
$5.60 per share of common stock (taking into account the Company's
recent 35 for 1 reverse stock split) to $1.90 per share of common
stock.
Common Stock Warrants
As of June 1, 2016, the Company had outstanding certain common
stock warrants to purchase 18 shares of common stock of the
Company. As a result of the Offering, the exercise price of such
warrants was adjusted from $5.60 per share of common stock (taking
into account the Company's recent 35 for 1 reverse stock split) to
$1.90 per share of common stock.
Series B Warrants
As of June 1, 2016, the Company had outstanding Series B Warrants
to purchase 530 shares of common stock of the Company. The Series
B Warrants include a provision which provides that the exercise
price of the Series B Warrants will be adjusted in connection with
certain equity issuances by the Company. The consummation of the
Offering at the Public Offering Price is an issuance which triggers
an adjustment to the exercise price of the Series B Warrants.
Therefore, on June 1, 2016, the exercise price of the Series B
Warrants was adjusted from $16,873.50 per share of common stock
(taking into account the Company's recent 35 to 1 reverse stock
split) to $16,718.72 per share of common stock.
Notes
As previously reported, on Dec. 28, 2015, the Company completed the
issuance of $22.1 million in principal face amount of senior
secured convertible notes of the Company and related Series D
common stock purchase warrants. The consummation of the Offering
at the Public Offering Price is an issuance that triggers an
adjustment to the conversion price of the Notes. Therefore, on
June 1, 2016, the conversion price of the Notes was adjusted from
$5.60 per share of common stock (taking into account the Company's
recent 35 for 1 reverse stock split) to $1.90 per share of common
stock.
Series D Warrants
As of June 1, 2016, the Company had outstanding Series D Warrants
to purchase 100,090 shares of common stock of the Company. The
Series D Warrants include a provision which provides that the
exercise price of the Series D Warrants will be adjusted in
connection with certain equity issuances by the Company. On
February 24, 2016, the Company closed the Offering. In connection
with the Offering, the Company issued 3,160,000 shares of common
stock and Series G common stock purchase warrants exercisable to
acquire 3,160,000 shares of our common stock, subject to
adjustment, at an initial exercise price of $1.90 per share. The
consummation of the Offering at the Public Offering Price is an
issuance which triggers an adjustment to the exercise price of the
Series D Warrants. Therefore, on June 1, 2016, the exercise price
for the Series D Warrants was adjusted from $40.60 per share of
common stock (taking into account the Company's recent 35 for 1
reverse stock split) to $1.90 per share of common stock.
Subordination Warrants
As of June 1, 2016, the Company had outstanding Subordination
Warrants to purchase 3,015 shares of common stock of the Company.
The Subordination Warrants include a provision which provides that
the exercise price of the Subordination Warrants will be adjusted
in connection with certain equity issuances by the Company. On
June 1, 2016, the Company closed the Offering. In connection with
the Offering, the Company issued 3,160,000 shares of common stock
and Series G common stock purchase warrants exercisable to acquire
3,160,000 shares of our common stock, subject to adjustment, at an
initial exercise price of $1.90 per share. The consummation of the
Offering at the Public Offering Price is an issuance which triggers
an adjustment to the exercise price of the Subordination Warrants.
Therefore, on June 1, 2016, the exercise price for the
Subordination Warrants was adjusted from $40.60 per share of common
stock (taking into account the Company's recent 35 for 1 reverse
stock split) to $1.90 per share of common stock.
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.
HANOVER INSURANCE: Fitch Raises Rating on Sub. Debentures to BB+
----------------------------------------------------------------
Fitch Ratings has upgraded to 'A' from 'A-' the Insurer Financial
Strength (IFS) rating of The Hanover Insurance Company, the
principal operating subsidiary of The Hanover Insurance Group
(NYSE: THG). Fitch has also upgraded these ratings for THG:
-- Issuer Default Rating (IDR) to 'BBB+' from 'BBB';
-- Senior unsecured notes to 'BBB' from 'BBB-'.
The Rating Outlook is Stable.
KEY RATING DRIVERS
The upgrade reflects meeting and progress towards all upgrade
triggers set in March 2015. The upgrade assumes no significant
changes in strategic direction or risk profile following the
recently announced appointment of Joseph Zubretsky as President and
CEO.
THG reported a GAAP combined ratio of 95.7% for 2015, with 3.9
points in catastrophe losses. This continued a record of
profitability expansion beginning in 2013, due to improved pricing
and business mix changes in the U.S., as well as the growing
contribution from Chaucer Holdings PLC. Net income return on
equity and operating EBIT coverage for 2015 also continued to
improve to 11.7% and 7.7x, respectively. For the first three
months of 2016 the combined ratio was 95% compared to 97.1% for the
same period in 2015.
THG's ratings reflect adequate capitalization of U.S. operating
subsidiaries, and Fitch's belief that its internal capital
formation is likely to continue to marginally improve as the recent
operating performance trend is sustainable. The score for U.S.
subsidiaries on Fitch's Prism capital model was 'adequate' at
year-end 2014.
In addition, GAAP operating leverage and net leverage improved
modestly to 1.6x and 4.3x, respectively, at Dec. 31, 2015. THG's
financial leverage ratio (FLR) was 22.2% at year-end 2015, and on a
pro forma basis, there should be no material change following the
April 2016 debt issuance, as proceeds were used to redeem
higher-cost senior notes due 2020 and 2021.
Future earnings will continue to be affected by volatility tied to
changes in catastrophe related loss experience. Overall the
benefits from premium rate improvements are waning, and Fitch
expects prices to flatten or decline modestly in the near term.
Through its strong agency relationships, however, THG's has focused
on businesses with less pricing sensitivity and better retention by
targeting small commercial business and through a specific personal
lines product launch.
RATING SENSITIVITIES
Key rating triggers that could lead to an upgrade of THG's ratings
include improvement in GAAP net leverage (premiums written plus
total liabilities less debt less reinsurance recoverable divided by
shareholders' equity) of 3.8x or better, sustaining a Prism score
of 'strong', and sustaining GAAP operating interest coverage at 10x
or better.
Key ratings triggers that could lead to a downgrade include: a
shift to underwriting losses, an increase in run-rate FLR to 28% or
greater, and GAAP operating interest coverage of 5x or lower.
Fitch upgrades these ratings with a Stable Outlook:
The Hanover Insurance Group
-- IDR to 'BBB+' from 'BBB';
-- 7.625% senior unsecured notes due 2025 to 'BBB' from 'BBB-';
-- 4.5% senior unsecured notes due 2026 to 'BBB' from 'BBB-';
-- 8.207% junior subordinated debentures due 2027 to 'BB+' from
'BB';
-- 6.35% subordinated debentures due March 30, 2053 to 'BB+'
from 'BB'.
The Hanover Insurance Company
Citizens Insurance Company of America
-- IFS to 'A' from 'A-'.
HEYL & PATTERSON: Committee Taps Whiteford as Legal Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of Heyl & Patterson,
Inc. seeks approval from the U.S. Bankruptcy Court for the Western
District of Pennsylvania to hire Whiteford, Taylor & Preston, LLC
as its legal counsel.
The legal services to be provided by the firm include:
(a) advising the committee about its powers and duties under
section 1103 of the Bankruptcy Code;
(b) taking actions to protect the Debtor's estate, including
investigating its actions and business, and reviewing
documents and information demonstrating potential sources
of recovery for general unsecured creditors;
(c) reviewing of pleadings and documents filed by the Debtor;
(d) preparing, filing and serving legal papers;
(e) representing the interests of the committee in any sale
process or Chapter 11 plan process;
(f) representing the committee in connection with the
Debtor's effort to secure post-petition financing; and
(g) appearing before the court, any appellate court and any
other court of competent jurisdiction.
The current hourly rates of the Whiteford professionals anticipated
to be primarily responsible for representing the committee range
from $280 per hour to $500 per hour. The firm will seek
reimbursement for work-related expenses.
Michael Roeschenthaler, Esq., a partner at Whiteford, disclosed in
a court filing that the firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael Roeschenthaler, Esq.
Kelly McCauley, Esq.
Whiteford, Taylor & Preston, LLC
500 Grant Street, Suite 2900
Pittsburgh, PA 15219
Tel: 412-515-1422
Fax: 412-515-1515
About Heyl & Patterson
Heyl & Patterson, Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the Western District of Pennsylvania
(Pittsburgh) (Case No. 16-21620) on April 29, 2016.
The petition was signed by John R. Edelman, CEO. The case is
assigned to Judge Carlota M. Bohm.
The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.
HOLDEN PSYCHIATRIC: Hires Scott Steddum as CRO
----------------------------------------------
Holden Psychiatric Institute, PA, seeks permission from the U.S.
Bankruptcy Court for the Western District of Arkansas to employ
Scott Steddum as chief restructuring officer.
The Debtor wants to consult with Mr. Steddum for him to become
familiar with the financial affairs of the Debtor, and to provide
operational and management services for the Debtor as proposed in
the Debtor's Chapter 11 Plan. Mr. Steddum will:
a. assist in creating and establishing account receivable
processes and techniques to resolve aged receivables;
b. develop policies and process to stream-line and improve
collections on a case be case basis to improve business
health;
c. create, other prcesses and policies as mutually agreed to
on a case be case basis.
Mr. Steddum was paid a $300 retainer. He will be paid $70 per
hour thereafter for his services.
Mr. Steddum assures the Court that he does not have any conflict of
interest with the Debtor, any of its creditors, any party in
interest in this proceeding, the U.S. Trustee, or any person
employed in the Office of the U.S. Attorney and is a disinterested
person within the definition contained in 11 U.S.C. Section
101(14).
Headquartered in Springdale, Arizona, Holden Psychiatric Institute,
P.A., dba Psychiatric Institute, filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Ark. Case No. 15-71548) on June 12, 2015,
estimating its assets at between $1 million and $10 million and
liabilities at between $500,000 and $1 million. The petition was
signed by Donnie Holden, president.
Judge Ben T. Barry presides over the case.
Stanley V Bond, Esq., at Bond Law Office serves as the Debtor's
bankruptcy counsel.
HOLSTED MARKETING: Asks Court to Approve $1.5M DIP Financing Pact
-----------------------------------------------------------------
Holsted Marketing, Inc., dba Holsted Jewelry, asks the U.S.
Bankruptcy Court for immediate authority to enter into a
superpriority postpetition debtor-in-possession financing agreement
and for permission to use cash collateral to fund postpetition
operations.
When the Debtor emerged from chapter 11 protection in 2013, it
arranged an exit financing facility with Rosenthal & Rosenthal,
Inc., its then-existing secured lender. At the time of this week's
chapter 11 filing, Holsted owed Rosenthal approximately $1.2
million. The Debtor wants to convert the obligation into a DIP
Facility under which Rosenthal agrees to lend up to $1.5 million
through Jan. 31, 2017. The Debtor promises that its Tangible Net
Worth will not fall below negative $3.5 million and its minimum
working capital will not fall below negative $1.75 million.
Rosenthal's superpriority lien will include a $25,000 carve-out for
committee professionals and a $7,500 carve-out for a chapter 7
trustee in the event one were appointed.
The Debtors also ask the Court for permission to provide adequate
protection to Versant Supply Chain, Inc. Versant is the Debtor's
fulfillment warehouse and holds a lien on the inventory it
warehouses for the Debtor. The Debtor proposes a postpetition
replacement lien will be adequate.
About Holsted Marketing
Founded in 1971, Holsted Marketing is a New York-based multichannel
direct-marketing company, and has supplied fashion jewelry and
accessories to millions of customers in the United States, Canada
and the United Kingdom. Holsted filed its second chapter 11
petition (Bankr. S.D.N.Y. Case No. 16-11683) on June 8, 2016. The
Company's bankruptcy counsel is SilvermanAcampora, LLP, in Jericho,
N.Y.
HOLSTED MARKETING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Holsted Marketing, Inc.
112 West 34th Street
Suite 1405
New York, NY 10120
Case No.: 16-11683
Chapter 11 Petition Date: June 8, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. James L. Garrity Jr.
Debtor's Counsel: Gerard R. Luckman, Esq.
SILVERMANACAMPORA, LLP
100 Jericho Quadrangle, Suite 300
Jericho, NY 11753
Tel: (516) 479-6300
Fax: (516) 479-6301
E-mail: filings@spallp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Roy Rathbun, senior vice president of
finance & IT.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
IMH FINANCIAL: May Issue 1.8 Million Shares Under Incentive Plan
----------------------------------------------------------------
IMH Financial Corporation filed a Form S-8 registration statement
with the Securities and Exchange Commission to register an
additional 1,800,000 shares of common stock, par value $.01 per
share, of IMH Financial Corporation as a result of (1) an increase
in the number of shares of Common Stock issuable under the First
Amended and Restated 2010 IMH Financial Corporation Employee Stock
Incentive Plan, approved by the Company's stockholders on July 21,
2015, and (2) the adoption and approval by the Company's
stockholders of the 2014 IMH Financial Corporation Non-Employee
Director Compensation Plan. A copy of the regulatory filing is
available for free at https://is.gd/2YINpe
About IMH Financial
Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010. The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.
IMH Financial reported a net loss attributable to common
shareholders of $18.90 million on $32.49 million of total revenue
for the year ended Dec. 31, 2015, compared to a net loss
attributable to common shareholders of $39.46 million on $31.42
million of total revenue for the year ended Dec. 31, 2014.
As of March 31, 2016, IMH Financial had $178 million in total
assets, $106 million in total liabilities, $30.2 million in
redeemable convertible preferred stock and $42.5 million in total
stockholders' equity.
INFOMOTION SPORTS: Cash Collateral Hearing Set for June 20
----------------------------------------------------------
InfoMotion Sports Technologies, Inc., is seeking permission to
access cash collateral pledged to repay secured prepetition
obligations. Having received responses from:
-- Bridlespur Partners Two, LLC
-- Day Capital Group, LLC
-- Sanjay Dolwani
-- John Mokas
-- David Schoedinger
-- David Verbance and
-- Wilshire Partners III, LLC
to the Debtor's request, the Honorable Joan N. Feeney has scheduled
a hearing for 10:00 a.m. on June 20, 2016.
InfoMotion Sports Technologies, Inc. --
http://www.infomotionsports.com/-- sought chapter 11 protection
(Bankr. D. Mass. Case No. 16-10724) on Mar. 1, 2016, and is
represented by Ira H. Grolman, Esq., and Patrick Michael Groulx,
Esq., at Grolman LLC in Boston. At the time of the filing, the
Debtor estimated its assets and debts at less than $10 million.
INTERLEUKIN GENETICS: Has Public Offering of $15 Million Units
--------------------------------------------------------------
Interleukin Genetics, Inc., is offering up to $15,000,000 of Class
A Units (each consisting of one share of the Company's common stock
and a Series A warrant to purchase 0.5 of a share of its 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 Compan 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 is also offering the shares of common stock that are
issuable from time to time upon conversion of the Series B
Preferred and upon exercise of the Series A warrants being offered
by this prospectus.
Assuming the Company sells all $15,000,000 of Class A Units (and no
Class B Units) being offered in this offering and a public offering
price of $0.1442, the last reported price of the Company's common
stock on the OTCQB on June 6, 2016, the Company would issue in this
offering an aggregate of 104,022,190 shares of its common stock and
Series A warrants to purchase 52,011,095 shares of its common
stock.
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 June 6, 2016 was $0.1442 per share.
A full-text copy of the Form S-1/A is available for free at:
https://is.gd/Sr7cc7
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.
IRON BRIDGE TOOLS: Hires FMS Lawyer as Litigation Counsel
---------------------------------------------------------
Iron Bridge Tools, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Florida to employ Frank Smith, Esq., at FMS
Lawyer Law Firm as special litigation/transactional counsel for the
Debtor, nunc pro tunc to the Petition Date.
The Debtor requires the services of transactional and advisory
counsel to continue to engage with the retailers and designers, as
well as to address ongoing issues with compliance issues,
intellectual property issues, licensing issues, employee relations
and general legal administrative tasks.
The Debtor further requires the services of litigation counsel to
provide legal services and advice in connection with ongoing
litigation in these matters:
a. Steve Watson v. Iron Bridge Tools, Inc., Robert Bosch
Tool Corporation and Does 1 through 10, Case No. 0:16-cv-
60953-WJZ, pending in the U.S. District Court for the
Southern District of Florida, Fort Lauderdale Division;
b. Great Knives Manufacture Co., Ltd. v. Black Pearl
Manufacturing, Inc. and Iron Bridge Tools, Inc., Case No.
0:14-cv-61651-BB, pending in the U.S. District Court for
the Southern District of Florida, Miami Division;
c. Iron Bridge Tools, Inc. v. Meridian International Co.,
Ltd., USA et al., Case No. 0:13-cv-61289-EGT, pending in
the U.S. District Court for the Southern District of
Florida, Miami Division;
d. Cardinal Group Services, LLC v. Iron Bridge Tools, Inc.,
Case No. 01-16-0000-6216, pending before the American
Arbitration Association, in New York, New York;
e. Roller Clutch Tools, LLC vs. Iron Bridge Tools, Inc.,
REF# 1460002594, pending before JAMS, Inc., in Miami,
Florida;
f. Technicolor Global Logistics LLC v. Iron Bridge Tools
Inc., Case No. CACE-15-014288, pending in the Circuit
Court of the State of Florida, 17th Judicial Circuit in
and for Broward County; and
g. Consumer Advocacy Group, Inc. v. Robert Bosch Tool Corp.,
Robert Bosch LLC and Iron Bridge Tools, Inc., et al.,
Case No. BC585268, pending in the Superior Court of the
State of California, Count of Los Angeles (through local
counsel).
Mr. Smith will be paid $350 per hour for his services. The Firm
had previously agreed to a monthly flat rate of $15,000 for
services and has agreed to the same reduced fee arrangement going
forward pending this proceeding.
Mr. Smith assures the Court that the Firm doesn't hold a direct or
indirect equity interest in the Debtor, including stock, stock
warrants, or a partnership interest in any debtor partnership, or
has a right to acquire an interest and that the Firm doesn't have
any other interest, direct or indirect, which may be affected by
the proposed representation.
About Iron Bridge Tools
Iron Bridge Tools, Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the Southern District of Florida (Fort
Lauderdale) (Case No. 16-17505) on May 25, 2016. The petition was
signed by Glenn Robinson, president.
The Debtor is represented by Craig A. Pugatch, Esq., at Rice
Pugatch Robinson Storfer & Cohen, PLLC. The case is assigned to
Judge Raymond B. Ray.
The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million.
ISMAIL ARSLANGIRAY: Plan Admin. Selling 2 Properties for $345K
--------------------------------------------------------------
Mark D. Waldron, the court-appointed plan administrator for the
estate of debtor Ismail Arslangiray, on June 6, 2016, filed a
motion asking the Bankruptcy Court to enter an order authorizing
the sale of:
1. Unimproved land located at 133 Martin Road in Glenoma, Lewis
County, Washington; and
2. Real property located at 12802 - 12818 Bingham Avenue East in
Puyallup, Pierce County, Washington.
Lewis County Property
The unimproved land located at 133 Martin Road in Glenoma, Lewis
County, Washington, consists of a dilapidated house built in 1914
on 10.3 acres of land. The property is owned by San Lewis LLC, a
Limited Liability Company in which Debtor holds a two-thirds
ownership interest and Kevin Olive holds a one-third ownership
interest. The confirmed Chapter 11 Plan contemplates the sale of
this property.
The MLS list price is $79,000 and the Plan Administrator has
received an offer of $65,000 from Living Trust of James R. and
Julie A. Ashe. The Plan Administrator asks the Court to approve
the sale of the Property for the sum of $65,000 or higher, all cash
at closing.
Another aspect of this sale a cash bond in the amount of $19,500
posted by the Debtor with Columbia Bank, as a pledge to the State
of Washington for a reclamation bond related to the gravel mine.
When a mining operation ceases, the State of Washington requires
the property to be returned to its somewhat natural state
(replanting, etc.). The Plan Administrator has negotiated with the
buyer that the buyer will replace the reclamation bond with his own
funds, thereby allowing the release of those funds. Columbia Bank
claims an interest in these funds and, as a creditor of this
estate, release of the bond and payment of these funds this will
result in a reduction of the obligation owing by Debtor to Columbia
Bank, which is a further benefit of the sale of this property to
this buyer.
The buyer has also agreed to pay an additional $1,250 at closing,
over and above the purchase price of $65,000, as reimbursement to
the estate for the cost of renewing the mining permit for 2016 with
the Department of Natural Resources related to the gravel mine.
There is no underlying debt on this real property, however the
property taxes are past due for 1st and 2nd half 2015 and 1st half
2016 in the approximate amount of $2,814.92. The sale shall be
conveyed free and clear of all liens, claims of creditors, and
encumbrances. This sale is subject to the Vacant Land Purchase &
Sale Agreement and certain addenda signed between the parties.
The Plan Administrator has executed a listing agreement with
Mountain Valley Real Estate and has agreed to pay a 5 percent
commission on the gross sales price, and Plan Administrator does
request authority to pay the same at closing. The remaining net
sale proceeds will be distributed to Plan Administrator at closing,
to be held in trust pending division of the proceeds between Kevin
Olive (as one-third owner) and Ismail Arslangiray's Chapter 11
estate (as two-thirds owner). Arslangiray's portion of the net
sale proceeds will eventually be distributed to creditors.
Pierce County Property
Real property located at 12802 - 12818 Bingham Avenue East in
Puyallup, Pierce County, Washington. This property consists of a
house built in 1919 (and remodeled in 2009) and four outbuildings
on approximately 4.15 acres of land. The property is owned by
Comfort Canyon LLC, a Limited Liability Company in which Debtor
holds a 50% ownership interest and William Cotter holds a 50%
ownership interest. The confirmed Chapter 11 Plan contemplates the
sale of this property.
Plan Administrator has now received an offer of $280,000 from Scott
and Rebekah Reynolds, a married couple, and requests that the Court
enter an Order authorizing Plan Administrator to sell this real
property to Scott and Rebekah Reynolds, or to any third party buyer
who is unrelated to Debtor or anyone connected with the case and
who will actually complete the sale, for the sum of $280,000 or
higher, all cash at closing.
The Plan Administrator has executed a listing agreement with Neil
Walter Company and has agreed to pay a 5 percent commission on the
gross sales price. The commission will be shared with the selling
firm, Better Properties Gig Harbor, broker Darren Williams, and
Plan Administrator does hereby request authority to pay the same at
closing. The Plan Administrator also requests authority to pay, at
closing from proceeds of the sale, all reasonable costs of sale,
including but not limited to commissions, escrow fees, title
insurance, past due real property taxes as set forth above and the
prorated 2016 real property taxes. The remaining net sale proceeds
shall be distributed to Plan Administrator at closing, to be held
in trust pending division of the proceeds between William Cotter
(as 50% owner) and Ismail Arslangiray's Chapter 11 estate (as 50%
owner), allowing for accounting, reconciliation and offsets for
capital contributions, rent revenues, property taxes paid, and
other various debits and credits of the respective partners in
Comfort Canyon LLC. Arslangiray's portion of the net sale proceeds
will eventually be distributed to creditors.
* * *
Ismail Arslangiray sought Chapter 11 protection (Bankr. W.D. Wash.
Case No. 11-42290) on March 24, 2011.
The Plan Administrator can be reached at:
Mark D. Waldron
LAW OFFICES ORLANDINI & WALDRON
6711 Regents Blvd. W.
Tacoma, WA 98466
Tel: (253) 565-5800
Fax: (253) 564-2998
Web site: http://wwww.orlandini-waldron.com
JADECO CONSTRUCTION: Hires Rayano as Litigation Counsel
-------------------------------------------------------
Jadeco Construction Corp. asks for authorization from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Rayano & Garabedian, P.C., as its special litigation counsel for
the sole purpose of representing it in connection with the Debtor's
claims against the Town of Smithtown, which is the subject of an
adversary proceeding currently pending in this Court, entitled
Jadeco Construction Corp. v. Town of Smithtown.
There will be some degree of communication between R&G and the
Debtor's bankruptcy counsel Shafferman & Feldman LLP. However, the
Debtor submits that the two law firms are mindful of the need to
minimize administrative costs and will avoid, as much as possible,
any duplication of effort between them.
R&G will be paid $400 per hour for its services.
Midhael Garabedian, Esq., an attorney at R&G, assures the Court
that the firm doen't have any business associations with the
Debtor, and that the Firm doesn't represent nor hold any interest
adverse to the Debtors or the estate with respect to the matter on
which it is to be employed.
Jadeco Construction Corp. sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern
District of New York (Central Islip) (Case No. 16-71508) on April
6, 2016. The petition was signed by Jacinto Dealmeida, president.
The Debtor is represented by Joel M. Shafferman, Esq., at the
Shafferman & Feldman LLP. The case is assigned to Judge Robert E.
Grossman.
The Debtor estimated assets of $0 to $50,000 and debts of
$1 million to $10 million.
K. HANNAH CORP: Taps Stichter Riedel as Legal Counsel
-----------------------------------------------------
K. Hannah Corp. seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to hire Stichter, Riedel, Blain &
Postler, P.A. as its legal counsel.
The legal services to be provided by the firm include:
(a) advising K. Hannah Corp. about its powers and duties as
debtor in possession;
(b) preparing legal papers on behalf of the Debtor;
(c) appearing before the bankruptcy court and the U.S.
trustee;
(d) assisting with and participating in negotiations with
creditors in formulating an exit for the Debtor in the
Chapter 11 case whether through a sale or by way of a
plan of reorganization;
(e) representing the Debtor in all adversary proceedings,
contested matters and matters involving administration of
its case; and
(f) representing the Debtor in negotiations with potential
financing sources and preparing contracts, security
instruments, or other documents necessary to obtain
financing.
The Debtor has agreed to compensate Stichter on an hourly basis in
accordance with the firm's ordinary and customary rates which are
in effect on the date the services are rendered.
Stichter received an initial sum of $5,000 in March 2015, and the
sum of $35,000 prior to the Debtor's bankruptcy filing on account
of pre-bankruptcy services related to the case and as a retainer
for post-petition services.
Daniel Fogarty, Esq., at Stichter, disclosed in a court filing that
the firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Daniel R. Fogarty,
Stichter, Riedel, Blain & Postler, P.A.
110 East Madison Street, Suite 200
Tampa, FL 33602
Tel: (813) 229-0144
Email: dfogarty.ecf@srbp.com
About K. Hannah Corp.
K. Hannah Corp. sought protection under Chapter 11 of the
Bankruptcy Code in the Middle District of Florida (Ft. Myers) (Case
No. 16-04879) on June 6, 2016. The petition was signed by Barbara
J. Hannah, president.
The Debtor estimated assets of $500,000 to $1 million and debts of
$1 million to $10 million.
KATTOUR INC: Hires Joel M. Aresty as Bankruptcy Counsel
-------------------------------------------------------
Kattour Inc. asks for authorization from the U.S. Bankruptcy Court
for the Southern District of Florida to employ Joel M. Aresty,
Esq., of the law firm of Joel M. Aresty, P.A., to represent the
Debtor-in-Possession.
Mr. Aresty will:
a. advise to the Debtor with respect to its powers and
duties as a debtor-in-possession and the continued
management of its business operations;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines
and Reporting Requirements and with the rules of the
Court;
c. prepare motions, pleadings, orders, applications,
adversary proceedings, and other legal documents
necessary in the administration of the case;
d. protect the interest of the Debtor in all matters pending
before the Court; and
e. represent the Debtor in negotiation with its creditors in
the preparation of a plan.
Mr. Aresty assures the Court that his firm doesn't represent any
interest adverse to the Debtor, or the estate, and it is a
disinterested person as required by 11 U.S.C. Section 327(a).
Joel M. Aresty, Esq.
Joel M. Aresty, P.A.
309 1st Avenue S
Tierra Verde, FL 33715
Tel: (305) 904-1903
Fax: (877) 350-9402
E-mail: Aresty@Mac.com
Kattour Inc. filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Fla. Case No. 16-17647) on May 27, 2016.
KENT LINDEMUTH: Kansas Developer Indicted on 13 Bankr. Fraud Counts
-------------------------------------------------------------------
The Associated Press reported that a Topeka, Kansas, real estate
developer has been indicted by federal grand jurors on 103 counts
of bankruptcy fraud.
According to the report, 64-year old Kent Lindemuth filed for
Chapter 11 bankruptcy protection in November 2012, claiming he had
more than $3.5 million of debt.
Federal law stipulates that any property obtained after the
bankruptcy filing belongs to the bankruptcy estate, but Lindemuth
is accused in the June 1 indictment of buying more than 100
firearms valued at more than $80,000 from August 2013 to late 2014,
the report related. Lindemuth didn't tell his creditors or the
bankruptcy trustee about the firearms or the money used to buy
them, the report further related.
L HARRIS: Hires BP Oil Spill Claims Group as Special Counsel
------------------------------------------------------------
L. Harris Construction, Inc., asks for permission from the U.S.
Bankruptcy Court for the Southern District of Mississippi to employ
BP Oil Spill Claims Group, LLC, a joint venture by and between
attorneys Michael G. Pond, Mark S. Hutchison, and James G. McGee,
as special counsel.
The Debtor represents that in the administration of this case, and
in the performance of its duties, it is necessary to employ the
Special Counsel to provide assistance with the preparation and
submission of its BP Oil Spill Business Economic Loss claim.
The Debtor has entered into a contingency fee agreement with BP Oil
Spill Claims Group. The firm will receive a contingency fee of 25%
of any recovery and reimbursement of reasonable and necessary
expenses.
Michael G. Pond, Esq., and Mark S. Hutchison, two of the members of
BP Oil Spill Claims Group, assure the Court that the firm is a
disinterested party as defined in 11 U.S.C. 101(14).
BP Oilspill Claims Group can be reached at:
Pond Law Firm
Michael G. Pond, Esq.
1675 Lakeland. Drive, Suite 201
Jackson, MS 39216
Tel: (601) 948-4878
Hutchison Law Firm
Mark S. Hutchison, Esq.
5269-A Keele Street
Jackson, MS 39206
Tel: (601) 366~8911
L. Harris Construction, Inc., is included within the class of
individuals and entities entitled to submit "business economic
loss" claims as a result of the April 20, 2010 BP Deepwater Horizon
oil spill disaster. It filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Miss. Case No. 14-01450) on April 30, 2014.
Judge Edward Ellington presides over the case.
The Debtor is represented by:
Randall R. Saxton, Esq.
Saxton Law, PLLC
986 Madison Avenue
Madison, MS 39110
Tel: (601) 790-0529
E-mail: randall@saxton.law
and
James G. McGee, Jr., Esq.
Law Office Of James G. McGee, Jr. PLLC
125 S. Congress Street
Capital Towers, Suite 1240
Jackson, Mississippi 39201
Tel: (601) 965-6155
Fax: (601) 965-6166
E-mail: jmcgee@mcgeetaxlaw.com
LEDGES LLC: Hires McAuliffe & Associates as Bankruptcy Counsel
--------------------------------------------------------------
Ledges, LLC, seeks permission from the U.S. Bankruptcy Court for
the District of Massachusetts to employ John M. McAuliffe and the
law firm of McAuliffe & Associates, P.C., under a general retainer
to represent the Debtor in these proceedings.
The Firm will provide these services:
a) general advice and legal services in connection with the
continued operation of the Debtor;
b) evaluation, and prosecution or defense of potential and
asserted claims of and against the Debtor;
c) negotiation and filing of a reorganization plan and
disclosure statement;
d) preparation and filing of motions, notices, applications,
complaints, reports and other documents necessary or
appropriate in the course of the case;
e) representation of the Debtor in all hearings, conferences,
trials, examinations, meetings and other proceedings,
whether judicial, administrative or informal;
f) all other legal services as may be required and are deemed
to be in the interest of the Debtor in accordance with
those powers and duties set forth in Title 11 of the U.S.
Code.
The Firm will be paid at these hourly rates:
John M. McAuliffe, Esq., Partner $300
Lana J. McAuliffe, Esq., Associate $250
Kathryn Pellegrino, Esq., Associate $250
Michael Lane, Esq., Associate $250
Prior to the Petition Date, the Firm received payments in the total
amount of $2,500 from the Debtor's principal. The filing fee was
paid by the Debtor's principal. Prior to the Petition Date, the
firm incurred fees in the amount of $1,050, which was paid out of
the retainer leaving $1,450 towards post-petition fees. In
addition, the Debtor's counsel was promised an additional $5,000
from the Debtor's principal as a retainer, but has not yet received
it.
John M. McAuliffe, Esq., a principal at the Firm, assures the Court
that the Firm my firm is, a "disinterested person" as that term is
defined in 11 U.S.C. Section 101(14).
The Firm can be reached at:
John M. McAuliffe, Esq.
McAuliffe & Associates, P.C.
430 Lexington Street
Newton, MA 02466
Tel: (617) 558-6889
E-mail: john@jm-law.net
Ledges, LLC, owns a real property located at 42 State Park Road,
Hull, Massachusetts, that consists of a vacant commercial building
that formerly was used as a restaurant. The Debtor filed for
Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No.
16-11680) on May 3, 2016. John M. McAuliffe, Esq., at Mcauliffe &
Associates, P.C., serves as the Debtor's bankruptcy counsel.
LIBERTY PROPERTY: Fitch Affirms BB+ Rating on Pref. Operating Units
-------------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Liberty Property Trust
(NYSE: LPT) and its operating subsidiary Liberty Property Limited
Partnership, including the Long-Term Issuer Default Rating (IDR) at
'BBB'.
KEY RATING DRIVERS
The ratings reflect Liberty's appropriate leverage and fixed-charge
coverage (FCC) for a 'BBB' rated REIT with the company's asset
profile. Moderate liquidity pressure, partly due to Liberty's
growing but manageable development pipeline, and a persistent high
AFFO payout ratio balance the positive rating elements.
Appropriate Leverage & Coverage
Fitch expects Liberty's leverage to sustain between 5.5x - 6.0x
through 2018, although leverage could migrate outside of that range
by 2016-end, depending on the timing of asset sales. Asset sales
proceeds should offset the expansion of Liberty's development
pipeline and non-stabilized asset pool (primarily through
development and, to a lesser extent, under-leased acquisitions) and
keep the company's leverage within a range consistent with a 'BBB'
IDR.
The company's leverage was 5.7x as of March 31, 2016 compared to
5.7x and 5.8x for the years ended 2015 and 2014, respectively.
Fitch defines leverage as debt, net of Fitch-estimated readily
available cash over recurring operating EBITDA, including recurring
cash distributions from joint ventures (JVs). The inclusion of 50%
of preferred units as debt, consistent with Fitch's hybrids
criteria, has an immaterial impact on the company's leverage
metrics.
Fitch expects Liberty's fixed-charge coverage (FCC) to sustain in
the mid-to-high 2x range, which is appropriate for the rating. The
company's FCC was 2.8x for the TTM ended March 31, 2016 in
comparison to 2.8x, 2.6x and 2.5x for the years ended 2015, 2014
and 2013, respectively. Fitch calculates FCC as recurring
operating EBITDA, including the agency's estimate of recurring cash
JV distributions, less recurring capital expenditures and
straight-line rents, divided by total interest incurred and
preferred operating unit distributions.
Increasing Development Pipeline
Liberty has expanded the scope of its development activities, in
tandem with the recent U.S. economic cycle. Liberty had 6.3
million square feet of wholly-owned development under construction
as of March 31, 2016, representing a total estimated investment of
$603.8 million (7.9% of gross assets). The projects were 48.7%
pre-leased and had remaining funding requirements of $215 million
(2.8% of gross assets). Liberty's development exposure as measured
by cost-to-complete to gross assets has grown from a 0.9% cycle low
in 2012 and is towards the high end of its mid-2% trend range since
2013. Fitch expects LPT to have a low single-digit development
exposure, and expects development yields in the high single digits.
Fitch views Liberty's increased development exposure as a modest
net positive given the market's current position in the commercial
real estate cycle and supply/demand fundamentals in Liberty's
markets. While growth in e-commerce demand (primarily big-box) is
outpacing GDP growth, it represents an incremental and underserved
form of demand that should be sustainable for the foreseeable
future. Fitch expects Liberty to begin approximately $500 to $700
million of new developments during 2016 with roughly two-thirds
initiated on a speculative basis. Asset sales (predominantly from
within the company's remaining suburban office portfolio) will
likely represent the company's principal source of development
funding.
Repositioning Should Improve Portfolio
Liberty's repositioning strategy will improve its portfolio by
establishing a national industrial footprint, combined with
sharpening its focus on office properties in a few key, core metro
markets. Since a repositioning announcement in 2013, the company
has grown its industrial platform, via development and portfolio
acquisitions. The company has focused its operations in 24 US and
UK markets and has also sold 18.8 million square feet of suburban
office and high finish flex product, exiting 10 markets at over $2
billion of dispositions.
Fitch views this repositioning strategy as positive, presuming it
is fully executed. The strategy will enhance asset value and drive
improved long-term cash flow growth and stability, as it should
reduce the amount of recurring capex incurred for suburban office
properties.
Moderate Liquidity Pressure
Fitch's stressed liquidity analysis shows Liberty's uses of cash
exceeding its internally generated sources of cash for the period
April 1, 2016 to Dec. 31, 2017. Unsecured bond maturities and
elevated development funding commitments are the principal uses of
Liberty's cash during the next two years. Fitch estimates the
company's liquidity coverage improves to 0.7x from 0.6x if the
company refinances 80% of maturing mortgage debt. Fitch expects
the company will fund its development pipeline and some debt
maturities with asset sales, which would mitigate the liquidity
shortfall but introduces execution risk should the timing of asset
sales not be sufficient to fund development.
Conservative Leasing Profile
Liberty's lease maturity schedule is reasonably well balanced
through 2021. On average, leases representing 11.2% of the
company's wholly-owned base rent (ABR) expire per year through 2021
with a maximum of 14.4% of base rents expiring in 2017. Fitch
expects Liberty's average occupancy to increase by 1% to 2% during
2016 to 2018, due to strength in its industrial portfolio, offset
by modest occupancy losses in its office portfolio.
Fitch expects Liberty's rents to grow by 1% to 4%, on average,
during 2016 on a GAAP basis, with mid-to-low single-digit-negative
suburban office lease spreads partially offsetting positive
mid-single-digit industrial rent spreads and low-single-digit flex
property spreads.
Modest Internal Growth
Fitch anticipates only moderate same-store NOI growth during the
next two years, despite strengthening industrial fundamentals.
Fitch expects Liberty's GAAP same-store NOI to be flat to up 3% in
2016, and to remain in the mid-3% range for 2017 and 2018, as the
company disposes of most of its office portfolio. Liberty's SSNOI
change was 2.1% for the quarter ended March 31, 2016 and 2.4%, -1%,
1.3% and -0.8% for the years ended Dec. 31, 2015, 2014, 2013 and
2012, respectively.
Slightly Low UA/UD Coverage
Fitch estimates Liberty's unencumbered asset coverage of unsecured
debt (UA/UD) at 1.9x as of March 31, 2016. This level of coverage
is slightly low for the 'BBB' rating, where most Fitch-rated REITs
have coverage exceeding 2.0x. Fitch calculates UA/UD under a
direct capitalization approach of unencumbered net operating income
(NOI) that assumes a stressed 8.5% cap rate.
Weak Dividend Coverage
Liberty's AFFO payout ratio was 95.6% for the TTM ended March 31,
2016 and 94% and 98.5% for the years ended Dec. 31, 2015 and 2014,
respectively. The company continues to reduce its exposure to
commodity suburban office properties in favor of less capital
intensive industrial assets and metro/CBD office (i.e. Philadelphia
and Washington, D.C.). Although the REIT model is not reliant on
internally generated cash flow as a source of funds, Fitch
generally views persistently high AFFO payout ratios as a weakness
in corporate governance that is evidence of a focus on shareholders
over bondholders.
Cycle-Tested Management; Some Shareholder-Friendly Actions
The ratings also reflect the strength of Liberty's management team,
including senior officers and property and leasing managers. The
company has upgraded its portfolio historically by selling
lower-growth assets, such as secondary-market suburban office and
flex properties. Liberty has used the proceeds to acquire and
develop industrial distribution assets, which have exhibited
stronger demand characteristics and are less capital intensive.
These positives are offset in part by shareholder-friendly
activities, such as a persistently high AFFO payout ratio and
recently engaging in share buybacks, both to the detriment of
unsecured bondholders.
Preferred Stock Notching
The two-notch differential between Liberty's IDR and preferred
stock rating is consistent with Fitch's criteria for corporate
entities with an IDR of 'BBB'. Based on Fitch research on
'Treatment and Notching of Hybrids in Nonfinancial Corporate and
REIT Credit Analysis', these preferred securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.
Stable Outlook
The Stable Outlook reflects Fitch's expectation that Liberty's
credit metrics will remain consistent for the 'BBB' rating over the
rating horizon.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- SSNOI growth of 2% during 2016, 2017 and 2018;
-- Land acquisitions of $50 million per year during through
2018;
-- Development spending of $550 million in 2016 and
$450 million in 2017 and 2018;
-- Development deliveries of $400 million per year through 2018
at yields of 7%;
-- Dispositions of $1 billion during 2016 and $300 million in
2017 and $200 million in 2018 at an average cap rate of
8.3%;
-- No unsecured bond issuance during 2016 and $400 million in
2017 and $300 million in 2018;
-- No equity issuance.
RATING SENSITIVITIES
These factors may result in positive momentum in the rating and/or
Outlook:
-- Fitch's expectation of leverage sustaining below 5.5x
(leverage was 5.7x as of March 31, 2016);
-- Fitch's expectation of FCC sustaining above 3.0 (FCC was
2.8x for the TTM ended March 31, 2016);
-- UA/UD sustaining above 2.3x (UA/UD was 1.9x as of March 31,
2016).
These factors may result in negative momentum in the rating and/or
Outlook:
-- Fitch's expectation of leverage sustaining above 7x for
several quarters;
-- Fitch's expectation of FCC sustaining below 2.3x for several
quarters;
-- Fitch's expectation of an AFFO dividend payout ratio
sustaining above 100%.
FULL LIST OF RATING ACTIONS
Fitch has affirmed these ratings:
Liberty Property Trust
-- IDR at 'BBB'.
Liberty Property Limited Partnership
-- IDR at 'BBB';
-- Unsecured revolving credit facility at 'BBB';
-- Medium-term notes at 'BBB';
-- Senior unsecured notes at 'BBB';
-- Preferred operating units at 'BB+'.
The Rating Outlook is Stable.
MAUI LAND: Closes Sale of Pulelehua for $15 Million
---------------------------------------------------
Maui Land & Pineapple Company, Inc. closed the sale of a 304-acre
working-class community project located in West Maui, commonly
referred to as Pulelehua, for $15.0 million on June 3, 2016.
Proceeds from the sale were used to pay off and retire the
Company's American AgCredit term loan.
The sale resulted in a gain of approximately $14.3 million, which
will be included in the Company's operating results for the quarter
ending June 30, 2016.
About Maui Land & Pineapple Co.
Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate. The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.
Maui Land reported net income of $17.6 million on $33 million of
total operating revenues for the year ended Dec. 31, 2014, compared
with a net loss of $1.16 million on $15.2 million of total
operating revenues in 2013.
As of March 31, 2016, the Company had $46.36 million in total
assets, $58.08 million in total liabilities and a total
stockholders' deficiency of $11.72 million.
Accuity LLP, in Honolulu, Hawaii, issued a "going concern"
qualification in its report on the Company's consolidated financial
statements for the year ended Dec. 31, 2014.
MCCLATCHY CO: Completes Reverse Stock Split
-------------------------------------------
The McClatchy Company announced the completion of its 1-for-10
reverse stock split of its Class A and Class B common stock as of
June 7, 2016. As of the open of the market on June 7, 2016, shares
of McClatchy Class A common stock began trading on a split-adjusted
basis on the New York Stock Exchange under its unchanged symbol
"MNI". The Class A shares will trade under a new CUSIP number
(579489303). McClatchy's Class B common stock is not publicly
traded.
The reverse stock split affects all issued and outstanding shares
of the Company's common stock, as well as common stock underlying
stock appreciation rights and other stock-based compensation
immediately prior to the effectiveness of the reverse stock split.
As previously disclosed, at effectiveness of the reverse stock
split, every ten shares of outstanding McClatchy common stock were
automatically combined into one share of common stock without any
change in the par value per share. This reduced the number of
outstanding shares of Class A common stock from approximately 52.5
million to approximately 5.2 million and reduced outstanding Class
B common stock from approximately 24.4 million to approximately 2.4
million.
No fractional shares were issued in connection with the reverse
stock split. Instead, McClatchy's transfer agent will aggregate
all fractional shares that otherwise would have been issued as a
result of the reverse stock split and those shares will be sold
into the market. Shareholders who would otherwise hold a
fractional share of McClatchy common stock will receive a
proportional cash payment from the net proceeds of that sale in
lieu of such fractional share. Additional information on the
treatment of fractional shares and other effects of the reverse
stock split can be found in McClatchy's definitive proxy statement
filed with the Securities and Exchange Commission on April 4,
2016.
Shareholders with certificated shares will soon receive a letter of
transmittal from the Company's transfer agent which will contain
instructions on how to surrender certificates representing
pre-split shares. Shareholders should not send in their old stock
certificates until they receive a letter of transmittal from the
transfer agent. Shareholders with book-entry shares or who hold
their shares in "street name" through a bank, broker, or other
nominee will not need to take any action.
About The McClatchy Company
Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is a media company that provides
both print and digital news and advertising services. Its
operations include 30 daily newspapers, community newspapers,
websites, mobile news and advertising, niche publications, direct
marketing and direct mail services. Its owned newspapers include,
among others, the (Fort Worth) Star-Telegram, The Sacramento Bee,
The Kansas City Star, the Miami Herald, The Charlotte Observer,
and The (Raleigh) News & Observer. The Company holds interest in
digital assets which include CareerBuilder, LLC, Classified
Ventures, LLC, HomeFinder, LLC, and Wanderful Media.
McClatchy reported a net loss of $300 million on $1.05 billion of
net revenues for the year ended Dec. 27, 2015, compared to net
income of $374 million on $1.14 billion of net revenues for the
year ended Dec. 28, 2014.
As of March 27, 2016, the Company had $1.88 billion in total
assets, $1.70 billion in total liabilities and $179 million in
total stockholders' equity.
* * *
McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service. In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million. The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.
As reported by the TCR on April 2, 2014, Standard & Poor's Ratings
Services affirmed all ratings on U.S. newspaper company The
McClatchy Co., including the 'B-' corporate credit rating, and
revised the rating outlook to stable from positive. The outlook
revision to stable reflects S&P's expectation that the
timeframe for a potential upgrade lies beyond the next 12 months,
and could also depend on the company realizing value from its
digital minority interests.
METINVEST B.V.: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Petitioner: Svitlana Romanova
7 Krutyi Uzviz
Kyiv 01004
Ukraine
Chapter 15 Debtor: Metinvest B.V.
2A Nassaulaan
S-Gravenhage 2514 JS
The Netherlands
Chapter 15 Case No.: 16-11424
Type of Business: Metinvest is a holding company, incorporated in
the Netherlands. Metinvest and its subsidiaries
operate as a large, vertically integrated
mining and steel business. The Group has
operations throughout the world, including coal
mining operations in the American states of West
Virginia, Kentucky, and Tennessee.
Chapter 15 Petition Date: June 8, 2016
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Laurie Selber Silverstein
Chapter 15 Petitioner's Counsel: Joseph M. Barry, Esq.
YOUNG, CONAWAY, STARGATT
& TAYLOR, LLP
1000 North King Street
Wilmington, DE 19801
Tel: 302-571-6600
E-mail: jbarry@ycst.com
- and -
Daniel Guyder, Esq.
Mark Nixdorf, Esq.
ALLEN & OVERY LLP
1221 Avenue of the Americas
New York, New York 10020
Tel: (212) 610-6300
Fax: (212) 610-6399
E-mail:
daniel.guyder@allenovery.com
mark.nixdorf@allenovery.com
Estimated Assets: Not Indicated
Estimated Debts: Not Indicated
MICHAEL SMITH SR: Wins OK to Sell Interest in Brewing Company
-------------------------------------------------------------
Michael R. Smith, Sr., won approval on June 6, 2016, of his motion
to sell personal property. Pursuant to an agreed order submitted
by the Debtor and the Office of the U.S. Trustee, Judge Jason D.
Woodard authorized the Debtor to sell his 3.16 interest in Lazy
Magnolia Brewing Company, LLC, located in Hancock County, Kiln,
Mississippi ("Property").
The Debtor has made the business judgment decision to liquidate
some of his assets in an effort to generate cash to pay the
indebtedness of certain of his secured creditors in full. The
Debtor is selling his interest in Lazy Magnolia pursuant to a
Redemption Agreement.
The objection to the U.S. Trustee is resolved by the Debtor's
agreement to furnish a report to the Court advising the Court,
creditors and parties as to the consummation of the sale of the
Property and the disposition of the proceeds resulting from the
sale.
About Michael R. Smith, Sr.
Michael R. Smith, Sr., filed his voluntary petition for
reorganization under Chapter 13 of the Bankruptcy Code on Jan. 1,
2008 (Bankr. N.D. Miss. Case No. 08-10080).
On Feb. 20, 2008, Paula E. Drungole filed her motion to withdraw as
counsel for the record and to allow the Debtor to employ substitute
counsel. On April 2, 2008 Harris Jernigan & Geno, PLLC, now known
as the Law Offices of Craig M. Geno, PLLC, filed its notice of
appearance as substitute counsel for the Debtor.
On April 2, 2008, counsel for the Debtor filed a motion to convert
the Chapter 13 case to Chapter 11, and on May 20, 2008, the
Debtor's case was converted to Chapter 11.
The Debtor's attorneys:
Craig M. Geno, Esq.
Jarret P. Nichols, Esq.
LAW OFFICES OF CRAIG M. GENO, PLLC
587 Highland Colony Parkway
Ridgeland, MS 39157
Tel: (601) 427-0048
Fax: (601) 427-0050
E-mail: cmgeno@cmgenolaw.com
jnichols@cmgenolaw.com
MIRARCHI BROTHERS: Creditors' Committee Taps Saul Ewing as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
bankruptcy case of Mirarchi Brothers, Inc., seeks authorization
from the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania to retain the law firm of Saul Ewing LLP as counsel,
nunc pro tunc to May 24, 2016.
The Firm will:
(a) advise the Committee with respect to its rights, duties,
and powers in this Chapter 11 case;
(b) assist and advise the Committee in its consultations
with the Debtor relative to the administration of this
Chapter 11 case;
(c) assist the Committee in analyzing the claims of the
Debtor's creditors and the Debtor's capital structure
and in negotiating with holders of claims and equity
interests;
(d) assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of
the Debtor and of the operation of the Debtor's
business;
(e) assist the Committee in its investigation of the liens
and claims of the Debtor's pre-petition lenders and the
prosecution of any claims or causes of action revealed
by investigation;
(f) assist the Committee in its analysis of, and
negotiations with, the Debtor or any third party
concerning matters related to, among other things, the
assumption or rejection of unexpired leases and
executory contracts, asset dispositions, financing of
other transactions and the terms of one or more plans of
reorganization for the Debtor and accompanying
disclosure statements and related plan documents;
(g) assist and advise the Committee as to its communications
to unsecured creditors regarding significant matters in
this Chapter 11 case;
(h) represent the Committee at hearings and other
proceedings;
(i) review and analyze applications, orders, statements of
operations, and schedules filed with the Court and
advise the Committee as to their propriety;
(j) assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the
Committee's interests and objectives;
(k) prepare, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda,
complaints, adversary complaints, objections, or
comments in connection with any of the foregoing; and
(l) perform other legal services as may be required or are
otherwise deemed to be in the interests of the Committee
in accordance with the Committee's powers and duties as
set forth in the Bankruptcy Code, Bankruptcy Rules, or
other applicable law.
The Firm will be paid at these hourly rates:
Partners $395-$925
Special Counsel $350-$575
Associates $250-$410
Paraprofessionals $190-$325
The Firm can be reached at:
SAUL EWING LLP
Aaron S. Applebaum, Esq.
Centre Square West
1500 Market Street, 38th Floor
Philadelphia, PA 19102
Tel: (215) 972-7777
Fax: (215) 972-1817
E-mail: aapplebaum@saul.com
- and -
SAUL EWING LLP
Sharon L. Levine, Esq.
One Riverfront Plaza, Suite 1520
Newark, NJ 07102-5426
Tel: (973) 286-6700
Fax: (973) 286-6800
E-mail: slevine@saul.com
Sharon L. Levine, Esq., a partner at the Firm, assures the Court
that the Firm (a) does not hold or represent any interest adverse
to the Debtor's estates in matters upon which it is to be engaged,
and (b) is a disinterested person within the meaning of Section
101(14) of the Bankruptcy Code.
About Mirarchi Brothers
Mirarchi Brothers, Inc., sought protection under Chapter 11 of the
Bankruptcy Code in the Eastern District of Pennsylvania
(Philadelphia) (Case No. 16-12534) on April 8, 2016. The petition
was signed by Ralph Minarchi, Jr., president.
The Debtor is represented by Albert A. Ciardi, III, Esq., at Ciardi
Ciardi & Astin, P.C. The case is assigned to Judge Jean K.
FitzSimon.
The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.
MIRARCHI BROTHERS: Creditors' Panel Taps Bederson as Accountant
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
bankruptcy case of Mirarchi Brothers, Inc., asks for authorization
from the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania to retain Bederson LLP as accountant for the Committee
nunc pro tunc to May 17, 2016.
The Accountant will address financial and tax issues related to the
Debtor's estate, analyze the Debtor's financial information and
projections, review and analyze the Debtor's books and records,
assist in valuation and sale of assets, if needed, and provide
other general accounting services as reasonably required by the
Committee in this case.
The Accountant will be paid at these hourly rates:
Partners $380-$515
Outside Consultants $300
Directors $325
Managers $320
Tax Managers $265
Supervisors $260
Senior Accountants $250
Technology IT Director $275
Technology IT Specialist $165-$235
Semi Sr. Accountants $210
Staff Accountants $175
Para Professionals $160
Charles N. Persing, CPA/CFF, CVA, CIRA, CFE, a partner at Bederson,
assures the Court that the firm (a) does not hold or represent any
interest adverse to the Debtor's estates in matters upon which it
is to be engaged, and (b) is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The Accountant can be reached at:
Charles N. Persing, CPA/CFF, CVA, CIRA, CFE
100 Passaic Avenue
Fairfield NJ 07004
Tel: (973) 736-3333
Fax: (973) 736-3367
E-mail: cpersing@bederson.com
Mirarchi Brothers, Inc., sought protection under Chapter 11 of the
Bankruptcy Code in the Eastern District of Pennsylvania
(Philadelphia) (Case No. 16-12534) on April 8, 2016. The petition
was signed by Ralph Minarchi, Jr., president.
The Debtor is represented by Albert A. Ciardi, III, Esq., at Ciardi
Ciardi & Astin, P.C. The case is assigned to Judge Jean K.
FitzSimon.
The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.
ML HOSPITALITY: Wants Access to Mortgage Lenders' Cash Collateral
-----------------------------------------------------------------
ML Hospitality, Inc., asks the U.S. Bankruptcy Court in San
Antonio, Tex., for permission to use cash collateral, including
room rents, pledged to secure repayment of an obligation to Hamni
Bank/SBA. To adeqately protect the Bank's security interests, the
Debtor proposes (a) postpetition replacement liens; (b) $17,000
monthly mortgage payments starting in Aug. 2016; and (c) inspection
rights on 72 hours' notice.
In support of its request, the Debtor shows the Court a proposed
budget for June 2016 projecting $98,500 in revenue and $98,050 in
expenses.
ML Hospitality, Inc., operates a Red Roof Inn in San Antonio, Tex.
The company filed a chapter 11 petition (Bankr. W.D. Tex. Case No.
16-51282) on June 6, 2016. William R. Davis, Jr., Esq., at Langley
& Banack, Inc., represents the Debtor. At the time of the filing
the Debtor estimated its assets and liabilities at less than $10
million.
MUNDO LATINO MARKET: Taps Wisdom Professional as Accountant
-----------------------------------------------------------
Mundo Latino Market Inc. seeks permission from the U.S. Bankruptcy
Court for the Southern District of New York to employ Wisdom
Professional Services Inc. as its accountant.
WPS will:
a. gather and verify all pertinent information required to
compile and prepare monthly operating reports; and
b. prepare monthly operating reports for the Debtor;
WPS will be paid $300 per hour for its services.
Michael Shtarkman, an accountant with WPS, assures the Court that
the firm is a disinterested entity as that term is defined in
Section 101(14) of the Bankruptcy Code.
WPS can be reached at:
Michael Shtarkman
Wisdom Professional Services Inc.
2546 E 17th Street, 2nd Floor
Brooklyn, New York 11235
E-mail: michael@wisdomcpa.com
About Mundo Latino Market
Mundo Latino Market Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the Southern District of New York (Manhattan)
(Case No. 16-11349) on May 11, 2016.
The petition was signed by Kathryn N. Holler, president.
The Debtor disclosed total assets of $297,997 and total debts of
$1.34 million.
NAVISTAR INTERNATIONAL: Reports Net Income of $4 Million for Q2
---------------------------------------------------------------
Navistar International Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to the Company of $4 million on $2.19
billion of net sales and revenues for the three months ended
April 30, 2016, compared to a net loss attributable to the Company
of $64 million on $2.69 billion of net sales and revenues for the
same period in 2015.
For the six months ended April 30, 2016, Navistar reported a net
loss attributable to the Company of $29 million on $3.96 billion of
net sales and revenues compared to a net loss attributable to the
Company of $106 million on $5.11 billion of net sales and revenues
for the six months ended April 30, 2015.
As of April 30, 2016, Navistar had $6.18 billion in total assets,
$11.30 billion in total liabilities and a total stockholders'
deficit of $5.12 million.
Second quarter 2016 EBITDA was $135 million, compared to second
quarter 2015 EBITDA of $85 million. This year's second quarter
results included $52 million in adjustments, including $46 million
to pre-existing warranty reserves. As a result, second quarter
adjusted EBITDA was $187 million, up 83 percent, compared to
adjusted EBITDA of $102 million in the comparable period last year.
The improvement was driven by continued strong cost management,
product cost improvement and record Parts segment profitability.
"For the first time since we launched our turnaround more than
three years ago, Navistar reported a quarterly profit," said Troy
A. Clarke, Navistar president and chief executive officer. "Our
performance this quarter begins to demonstrate the earnings
potential of this company. The fact that we earned a profit
despite lower Class 8 truck volumes that impacted the entire
industry, underscores the tremendous progress we continue to make
in managing our costs effectively and improving our operations."
The Company achieved $56 million in structural cost reductions
during the second quarter. Year to date, structural cost
reductions are at $113 million. When combined with material spend
reductions and manufacturing savings, the company is on track to
well exceed its total cost reduction goal of $200 million for
2016.
Navistar ended second quarter 2016 with $817 million in
consolidated cash, cash equivalents and marketable securities.
Manufacturing cash, cash equivalents and marketable securities were
$732 million at the end of the quarter.
The company kicked off the second quarter with the launch of its
new HX Series of premium vocational trucks. Orders for the HX
Series, which is now in production, are already more than 70
percent of what the company expected for the fiscal year. Later in
the quarter, the company announced it is adding the Cummins ISL
9-liter engine as an option for its DuraStar and WorkStar models,
further expanding its leadership in offering the most comprehensive
powertrain options in the industry.
The company also made advances on its connected vehicle leadership
during the quarter. OnCommand Connection, Navistar's
open-architecture remote diagnostics service, surpassed the 200,000
subscriber mark. OnCommand Connection helps customers achieve
significantly improved on-road uptime for their trucks and buses,
regardless of make.
Navistar also launched the industry's first Over-the-Air
Programming service, which enables drivers or fleet managers to
utilize a mobile interface to initiate engine programming over a
safe, secure Wi-Fi connection. This speeds customer access to
updated engine calibrations that will deliver superior fuel
efficiency and other benefits. Since the end of the quarter,
Navistar also announced that it was the first truck OEM to offer
Over-the-Air Programming with Cummins engines, including Cummins
engines in vehicles not built by International.
For the second half of 2016, Navistar lowered its industry guidance
range by 20,000 units, due to softening Class 8 market conditions.
Given this, along with slower than anticipated market share growth
domestically, weaker export markets, and the impact of a stronger
dollar, the company reduced its full-year revenue and adjusted
EBITDA guidance.
"While we were net income positive in the second quarter, it will
now be difficult for us to be profitable for the entire year given
the tougher than anticipated market conditions, primarily due to
the lower outlook for Class 8 industry volumes," Clarke said. "We
are confident we will generate and implement additional performance
improvements to partially offset current industry conditions."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/d41iXD
About Navistar International
Navistar International Corporation (NYSE: NAV) --
http://www.navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans. It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets. The Company also provides truck and diesel
engine parts and service. Another affiliate offers financing
services.
* * *
In the July 22, 2015, edition of the TCR, Moody's Investors Service
affirmed Navistar International Corporation's Corporate Family
Rating at B3 and assigned a Ba3 rating to Navistar, Inc.'s new
$1.04 billion senior secured term loan due 2020.
Navistar carries a 'B-' issue-level rating from Standard & Poor's
Ratings Services and 'CCC' Issuer Default Ratings from Fitch
Ratings.
NEOMEDIA TECHNOLOGIES: Lender Demands Default Payment of $43.5M
---------------------------------------------------------------
NeoMedia Technologies, Inc., received a demand letter from YA
Global Investments L.P. f/k/a Cornell Capital Partners LP, a Cayman
Islands partnership, regarding payment in connection with one or
more purported events of default under the terms and conditions of
certain financing documents entered into by and between the Lender
and the Company, according to a regulatory filing with the
Securities and Exchange Commission.
The Financing Documents are comprised of those certain amended,
restated and consolidated secured convertible debentures filed as
exhibits to the Company's Quarterly Report on Form 10-Q on
Oct. 28, 2013, in addition to the transaction documents related to
the issuance and collateralization of such securities. As a result
of the stated events of default, the Lender is making demand upon
the Company for payment in full of all amounts due under the
Financing Documents, which is $43,501,613 (as of June 1, 2016) in
principal and interest accrued as of the date of the Demand, and
also seeks all interest, fees, costs, expenses and costs of
collection. The majority of Company indebtedness was incurred in
2006.
The Demand states that if the Amounts Due are not immediately paid
in full, the Lender may commence all appropriate action to collect
the outstanding indebtedness without further notice, including
without limitation, conducting a secured party sale under the
Uniform Commercial Code of all collateral pledged by the Company
pursuant to the Financing Documents, including the Company's
assets, as provided in the applicable security documents entered
into by the parties.
About NeoMedia Technologies
Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions. The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.
NeoMedia reported a net loss of $2.46 million on $3.51 million of
revenues for the year ended Dec. 31, 2014, compared to net income
of $28.46 million on $4.29 million of revenues in 2013.
As of Sept. 30, 2015, the Company had $1.17 million in total
assets, $41.63 million in total liabilities, $4.31 million in
series C convertible preferred stock, $348,000 in series D
convertible preferred stock and a $45.12 million total
shareholders' deficit.
StarkSchenkein, LLP, in Denver, CO, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014. The independent auditors noted that the
Company has suffered recurring losses from operations, has
significant working capital and shareholder deficits and may have
ongoing requirements for additional capital investment. These
factors, the auditors noted, raise substantial doubt about the
Company's ability to continue as a going concern.
NEPHROS INC: Sells $807,000 of 11% Unsecured Promissory Notes
-------------------------------------------------------------
Nephros, Inc., entered into a Note and Warrant Purchase Agreement
with certain accredited investors pursuant to which it sold an
aggregate principal amount of $807,000 of its 11% Unsecured
Promissory Notes and five-year warrants to purchase an aggregate of
1,614,000 shares of the Company's common stock at an exercise price
of $0.30 per share.
The outstanding principal under the Notes bears interest at the
rate of 11 percent per annum. During the term of the Notes,
interest is payable in cash semi-annually in arrears. The entire
outstanding principal and accrued interest is due in full on the
third anniversary of the issuance of the Notes. The Company may
prepay the Notes prior to the maturity date at any time without
penalty or premium. Upon an "Event of Default" under the Notes,
the holders may declare the entire outstanding principal and
accrued interest due and immediately payable. As defined under the
Notes, an Event of Default includes the Company's failure to pay
any principal, interest or other amount owing under the Notes when
due, the commencement of a bankruptcy or similar insolvency
proceeding and the sale of the Company.
Pursuant to the terms of the Purchase Agreement, the Company
granted the purchasers "piggy-back" registration rights, meaning
that the Company is required to offer to the purchasers the right
to include the shares issuable to such purchasers upon exercise of
the Warrants in the next registration statement that the Company
files under the Securities Act of 1933, as amended, subject to
certain customary exceptions described in the Purchase Agreement.
The purchasers of the Notes included PoC Capital, LLC, an entity
owned by Daron Evans, the Company's president and chief executive
officer, as well as two of Mr. Evans minor children for whom he
acts as custodian. Collectively, such purchasers related to Mr.
Evans purchased $30,000 principal amount of Notes and Warrants to
purchase 60,000 shares of common stock. In addition, Lambda
Investors LLC, purchased Notes in the principal amount of $300,000
and received Warrants to purchase 600,000 shares of common stock.
Prior to the purchase and sale of the Notes and Warrants, Lambda
beneficially owned approximately 64% of the Company's outstanding
common stock. Lambda is controlled by Wexford Capital LP. Arthur
H. Amron, one of the Company's directors, is a Partner and General
Counsel of Wexford Capital LP. Paul A. Mieyal, one of its directors
and its former acting president, acting chief executive officer,
and acting chief financial officer until April 15, 2015, is a vice
president of Wexford Capital LP.
About Nephros
River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters. Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.
Nephros reported a net loss of $3.08 million on $1.94 million of
total net revenues for the year ended Dec. 31, 2015, compared to a
net loss of $7.37 million on $1.74 million of total net revenues
for the year ended Dec. 31, 2014.
As of March 31, 2016, Nephros had $3.42 million in total assets,
$1.43 million in total liabilities and $1.99 million in total
stockholders' equity.
Withum Smith+Brown, PC, in Morristown, New Jersey, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has incurred
negative cash flow from operations and recurring net losses since
inception. These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.
NUMISMATIC SUBS: Proposes Paying $750 per Month to PNC Bank
-----------------------------------------------------------
Numismatic Subs, LLC, borrowed money from PNC Bank. The loan
agreement is guaranteed by the Small Business Administration, and
the Debtor pledged its assets to secure repayment of the loan. The
Debtor estimates that the value of its assets is slightly less than
$43,000, of which about $20,000 is in the form of cash, bank
deposits, credit card proceeds and inventory.
The Debtor asks the Court to permit it to continue using PNC's cash
collateral. The Debtor proposes to grant the Bank replacement
liens and make $750 monthly payments to the Bank. The Debtor
anticipates its monthly revenues will be about $37,000 and cash
receipts will exceed expenses by about $400 per month after making
adequate protection payments to PNC.
Numismatic Subs, LLC, operates a Jimmy John's Sub Shop in Port
Richey, Fla. The franchisee filed a chapter 11 petition (Bankr.
M.D. Fla. Case No. 16-04855) on June 3, 2016. The Debtor is
represented by Daniel J. Herman, Esq., at Pecarek & Herman,
Chartered, in Largo, Fla.
NUMISMATIC SUBS: Taps Pecarek & Herman as Legal Counsel
-------------------------------------------------------
Numismatic Subs, LLC seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to hire Daniel Herman and
Pecarek & Herman, Chartered as its legal counsel.
Numismatic Subs tapped the firm to give advice about its powers and
duties as debtor-in-possession; prepare legal papers; and provide
other legal services if necessary.
.
The firm's professionals and their hourly rates are:
Daniel Herman $400
Associate $250
Paralegal $100
In a court filing, Mr. Herman disclosed that no attorney at the
firm has previously represented or presently represents a creditor
or other parties adverse to the Debtor and its estate.
The firm can be reached through:
Daniel J. Herman, Esq.
Pecarek & Herman, Chartered
200 Clearwater-Largo Road S.
Largo, FL 33770
Tel: (727) 584-8161
Fax: (727) 586-5813
E-mail: dan@djherman.com
About Numismatic Subs
Numismatic Subs, LLC sought protection under Chapter 11 of the
Bankruptcy Code in the Middle District of Florida (Tampa) (Case No.
16-04855) on June 3, 2016.
OLAYINKA OLUWOLE: Court Rules on Dispute With Abidemi
-----------------------------------------------------
Judge Vincent F. Papalia on June 3, 2016, entered an order in
connection with the dispute between debtor Olayinka O. Oluwole, as
plaintiff, and Abidemi Olutiola, as defendant, in Adv. Pro. No.
16-01203 (Bankr. D.N.J.). The judge ordered that:
1. No later than May 16, 2016, Defendant shall wire $15,000 to
counsel for B.C. Pam, LLC. These funds will be held in trust and
applied to property taxes encumbering the Property at the time of
closing of sale.
2. No later than June 5, 2016, unless Defendant files a
certification with this Court evidencing that B.C. Pam has agreed
to accept an amount less than $2,000,000 in full satisfaction of
its claim, Defendant must file a certification with this Court
along with documentation sufficient to evidence he has $2,000,000
USD (or lesser amount as agreed to by B.C. Pam) in a United States
bank. The funds must be free of any liens, debts and/or
encumbrances and are clean, clear and non-criminal in origin and
are immediately available in the form of cash to the Defendant upon
request.
3. Should the Defendant fail to wire or provide evidence of
funds as required above and by the dates set forth herein, the
Plaintiff's motion authorizing the sale of the real property (Doc
Entry 40 in Case No. 15-12247) will be entered and the sale of the
real property which is the subject therein will be made with the
unconditional consent of the Defendant.
4. Plaintiff is authorized to sell and execute any documents
necessary to effectuate the sale of the Property, including, but
not limited to, a quick claim deed transferring all owners'
interest in the property should a deed be required.
5. Upon sale of the Property, Plaintiff shall file a Notice of
Dismissal dismissing all causes of action in the complaint.
Olayinka O. Oluwole sought Chapter 11 protection (Bankr. D.N.J.
Case No. 15-12247) on Feb. 9, 2015.
The Debtor's attorney:
David L Stevens, Esq.
SCURA, WIGFIELD, HEYER, & STEVENS LLP
1599 Hamburg Turnpike
Wayne, NJ 07470
Tel: 973-696-8391
OMINTO INC: Michael Hansen Named Chief Executive Officer
--------------------------------------------------------
Ominto, Inc., announced that Michael Hansen, the company's founder,
will assume the role of chief executive officer. Mitch Hill, who
has been serving as interim CEO since January, will continue as an
executive Board member.
Commenting on the announcement, Mr. Hill stated, "I appreciate the
opportunity to have served as Ominto's Interim CEO and I have
confidence in the future growth of the company. Having completed
our objectives, it is now appropriate for Michael to take on the
leadership of the company. Michael is a global leader with a deep
local and cultural understanding of many key markets throughout the
world, markets from which we believe much of the company's future
growth will come."
Mr. Hansen stated, "I look forward to this new role and leading the
company through its next important phase of growth. We are pleased
with the recent launch of our new global Cash Back technology
platform which delivers an improved user-friendly experience to our
customers worldwide. We look forward to enhancing the platform
with additional features and functionality."
Mr. Hansen continued, "Mitch has done an exceptional job;
successfully meeting our defined objectives and we thank him for
his service and leadership. During this transitional time Mitch
has streamlined the company's cost structure, relocated its
corporate headquarters to Boca Raton and overseen the launch of its
new technology platform. The company expects to realize the
benefits of these changes in its current fiscal quarter as well as
in future quarters. We look forward to his continued guidance and
participation as an Executive Board member, including his first
assignment of participating in the search for a new CFO."
Mr. Hansen's current salary is $240,000 per year and he received a
grant of 100,000 shares of restricted stock which vests monthly
over 5 years pursuant to the terms of an employment agreement dated
Sept. 18, 2015, between the Company and Mr. Hansen. The Company
may pay Mr. Hansen additional salary from time to time, and award
bonuses in cash, stock or stock options or other property and
services and he is entitled to 180 days of severance pay payable in
accordance with the Company's normal payroll plus accrued base and
incentive pay, in the event he is terminated without cause or
leaves the Company for good reason.
About Ominto
Ominto, Inc. was incorporated under the laws of the State of Nevada
on June 4, 1999, as Clamshell Enterprises, Inc., which name was
changed to MediaNet Group Technologies, Inc. in May 2003, then to
DubLi, Inc. on Sept. 25, 2012, and finally to Ominto, Inc. as of
July 1, 2015. The DubLi Network was merged into the Company, as
its primary business in October 2009.
Ominto reported a net loss of $11.7 million for the year ended
Sept. 30, 2015, compared to a net loss of $1.34 million for the
year ended Sept. 30, 2014.
As of March 31, 2016, the Company had $9 million in total assets,
$16.8 million in total liabilities and a total stockholders'
deficit of $7.83 million.
Mayer Hoffman McCann P.C., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2015, noting that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
OSAGE EXPLORATION: Has Compromise Settlement with Apollo
--------------------------------------------------------
Osage Exploration and Development Inc. asks the U.S. Bankruptcy
Court to approve a compromise and settlement with the Everest
Lienholders and Apollo Investment Corporation.
Among other things, the Debtor, Apollo and the Everest Lienholders
have reached an agreement to resolve any and all disputes as to the
Everest Well Proceeds, the Everest Suspended Funds, the Apollo Sale
Proceeds and the Other Well Suspended Funds as follows:
(a) The Everest Lienholders' claims to the Apollo Sale Proceeds
and the Other Well Suspended Funds are inferior to the claims of
Apollo and the claims of Apollo exceed the value of the Apollo Sale
Proceeds and the Other Well Suspended Funds. Therefore, Apollo is
entitled to all of the Apollo Sale Proceeds and the Other Well
Suspended Funds.
(b) The Everest Lienholders set forth below hold valid,
enforceable, non-avoidable lien claims against the Everest Well
Proceeds and the Everest Suspended Funds and are entitled to the
ratable portion thereof.
(c) The Everest Lienholders liens have first priority in all of
the Everest Well Proceeds and the Everest Well Suspended Funds and
an equal priority among the group of thirteen (13) individual
entities comprising the Everest Lienholders.
(d) The claims of Apollo to the Everest Well Proceeds and the
Everest Suspended Funds are inferior to lien claims of the Everest
Lienholders to the Everest Well Proceeds and the Everest Suspended
Funds. The aggregate amount of the Everest Lienholders' claims
exceed the total of the Everest Well Proceeds and the Everest
Suspended Funds, therefore, the Everest Lienholders are entitled to
all of the Everest Well Proceeds and the Everest Suspended Funds.
The hearing on the matter will be held on June 15, 2016.
Attorneys for Osage Exploration & Development,
Debtor-In-Possession:
Mark A. Craige, Esq.
Michael R. Pacewicz, Esq.
CROWE & DUNLEVY, P.C.
500 Kennedy Building
321 South Boston Avenue
Tulsa, Oklahoma 74103-3313
Telephone: 918.592.9800
Facsimile: 918.592.9801
Email: mark.craige@crowedunlevy.com
michael.pacewicz@crowedunlevy.com
-- and --
William H. Hoch, Esq.
CROWE & DUNLEVY, P.C.
324 North Robinson, Suite 100
Oklahoma City, Oklahoma 73102
Telephone: 405.235.7700
Facsimile: 405.239.6651
Email: Will.hoch@crowedunlevy.com
About Osage Exploration
Headquartered in San Diego, California with production offices in
Oklahoma City, Oklahoma, and executive offices in Bogota, Colombia,
Osage Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.
Osage Exploration filed a Chapter 11 petition (Bankr. W.D. Okla.
Case No. 16-10308) on Feb. 3, 2016, to pursue a sale of
substantially all assets.
The Debtor disclosed total assets of $11,147,152 and total
liabilities of $39,464,678.
The Debtor tapped Crowe & Dunlevy as counsel.
The Office of the U.S. Trustee on Feb. 29 appointed three creditors
to serve on the official committee of unsecured creditors.
PEABODY ENERGY: Hires EY LLP as Auditor & Tax Advisor
-----------------------------------------------------
Peabody Energy Corporation, et al., ask for authorization from the
U.S. Bankruptcy court for the Eastern District of Missouri to
employ Ernst & Young LLP as auditor and tax advisor for the Debtors
in these Chapter 11 cases, nunc pro tunc to the Petition Date.
A hearing on the request is set for June 15, 2016, at 10:00
a.m.(Central).
EY LLP will provide these services:
A. 2016 Audit Services
a) with the assistance of Ernst & Young, a member firm of
Ernst & Young Global Limited in Australia, audit and
report on the consolidated financial statements of PEC
for the year ended Dec. 31, 2016;
b) audit and report on the effectiveness of PEC's
internal control over financial reporting as of
Dec. 31, 2016;
c) review PEC's unaudited interim financial information
before it files its Form 10-Q;
d) in connection with the audit of the consolidated
financial statements, EY LLP also expects to review
the Debtors' compliance with terms, covenants,
provisions, or conditions stipulated in various
agreements and issue reports that provide negative
assurance as to the Debtors' compliance with those
covenants as of Dec. 31, 2016;
e) audit the stand alone financial statements of LRCS
Limited Partnership;
f) audit the supplementary information included in the
consolidated financial statements of PEC; and
g) additional non-core audit services, which may include
other audit related services such as research and
accounting consultation services related to periodic
accounting consultations held with management and
services associated with the company's reorganization
filings, that do not fall within the scope of sections
(a) through (f), above. The Non-Core Audit Services
include any services required by the bankruptcy
employment application preparation and fee application
work.
B. Routine On-Call Tax Advisory Services
a) provide routine tax advice and assistance concerning
issues as requested by the Debtors when such projects
are not covered by a separate Statement of Work and do
not involve any significant tax planning or projects.
C. Bankruptcy Tax Assistance
a) advise the Debtors in developing an understanding of
the tax implications of their bankruptcy restructuring
alternatives and post-bankruptcy operations, including
research and analysis of the Internal Revenue Code,
Treasury regulations, case law and other relevant U.S.
federal, state, and non-U.S. tax authorities, as
applicable;
b) understand reorganization and restructuring
alternatives the Debtors are evaluating with their
existing bondholders and other creditors that may
result in a change in the equity, capitalization and
ownership of the shares of the Debtors or their
assets;
c) advise with respect to the calculations related to
historical changes in ownership of the Debtors' stock,
including a determination of whether the shifts in
stock ownership may have caused an ownership change
that will restrict the use of tax attributes and the
amount of any limitation;
d) advise with respect to the determination of the amount
of the Debtors' tax attributes, Section 382 limitation
(if any), discharge of indebtedness income, attribute
reduction and net unrealized built-in gain/loss and an
estimate of the built-in gain/loss to be recognized
during the five-year, post-ownership change
recognition period based on Notice 2003-65. EY LLP
will confirm whether Section 382(1)(5) may be applied
to the plan of reorganization and, if so, review
modelling to determine whether it is more advantageous
to apply Section 382(1)(5) or elect Section 382(1)(6);
e) advise with respect to the analysis related to
availability, limitations and preservation of tax
attributes like net operating losses, tax credits,
stock and asset basis as a result of the application
of the federal and state cancellation of indebtedness
provisions, including the review of calculations to
determine the amount of tax attributes reduction
related to debt cancellation income. EY LLP will also
assist with the analysis with respect to the benefits
or detriments of making other related elections, like
the election under Section 108(b)(5);
f) advise with respect to tax analysis associated with
planned or contemplated acquisitions and divestitures,
including tax return disclosure and presentation;
g) advise with respect to tax analysis and research
related to tax-efficient domestic restructurings,
including review of stock basis computations, non-
income tax consequences, and verifying tax basis of
assets and tax basis of subsidiary balance sheets for
purposes of evaluating transactions;
h) advise with respect to the analysis of historical
returns, tax positions and the Debtors' records for
the application of relevant consolidated tax return
rules to the current transaction, including but not
limited to, deferred intercompany transactions, excess
loss accounts and other consolidated return issues for
each legal entity in the Debtors' U.S. tax group;
i) advise with respect to the federal, state and local
tax treatment (including tax return disclosure and
presentation) governing the timing and deductibility
of expenses incurred before and during the bankruptcy
period, including but not limited to, bankruptcy
costs, severance costs, interest and financing costs,
legal and professional fees, and other costs incurred
as the Debtors rationalize their operations;
j) advise with respect to the federal, state and local
country tax consequences of internal restructurings
and rationalization of intercompany accounts;
k) advise with respect to the federal, state and local
tax consequences of potential material bad debt and
worthless stock deductions, including tax return
disclosure and presentation;
l) provide documentation, as appropriate or necessary, of
tax analysis, options, recommendations, conclusions
and correspondence for any proposed restructuring
alternative, bankruptcy tax issue, or other tax
matter; and
m) advise with respect to taxing jurisdiction
correspondence and postpetition return disclosure
considerations (including requests for prompt tax
liability determinations) for the Debtors' review and
finalization with counsel, and overview of related tax
considerations to be considered by the Debtors and
counsel in the development of bankruptcy work plan.
A. 2016 Audit Services
The Debtors and EY LLP have agreed to these fee estimates as
related to the Core Audit Services: (a) $2,616,500 for services
related to the 2016 U.S. integrated audit, (b) $20,000 for services
related to a royalty agreement and (c) A$1,500,0003 for services
related to the 2016 Australia integrated audit.
The Debtors will compensate EY LLP for Non-Core Audit Services in
accordance with these hourly rates:
Partner/Executive Director $750-$850
Senior Manager $600-$750
Manager $450-$550
Senior $300-$400
Staff $150-$250
Intern $75-$100
B. Routine On-Call Tax Advisory Services
The Debtors will compensate EY LLP for routine on-call tax advisory
services in accordance with these hourly rates:
Partner, Principal, Executive Director $650
Senior Manager $500
Manager $435
Senior $325
Staff $200
C. Bankruptcy Tax Assistance
The Debtors will compensate EY LLP for bankruptcy tax assistance
services in accordance with these hourly rates:
Partner, Principal,
Executive Director $800-$950
Senior Manager $700-$800
Manager $550-$650
Senior $250-$450
Staff $150-$200
Before the Petition Date, EY LLP received a retainer from the
Debtors, in the amount of $250,000. As of the Petition Date, the
balance of the Retainer was $211,104. During the 90 days preceding
the Petition Date, the Debtors paid approximately $3,247,278 to EY
LLP, which consists of (a) the Retainer in the amount of $250,000,
plus (b) $2,959,772 that EY LLP received before receiving the
Retainer, plus (c) $37,506 that EY LLP received after receiving the
Retainer.
Chris M. Moore, a partner of EY LLP, assures the Court that the
firm (a) does not hold nor represent any interest materially
adverse to the Debtors' estates in the matters for which EY LLP is
proposed to be retained and (b) is a "disinterested person," as the
term is defined in Section 101(14) of the Bankruptcy Code.
EY LLP tells the Court, "We will submit an itemized and detailed
billing statement, and we will request payment of our fees and
expenses, in accordance with the Bankruptcy Code, the Federal Rules
of Bankruptcy Procedure, the Local Rules for the United States
Bankruptcy Court for the Eastern District of Missouri and any
relevant orders of the Bankruptcy Court. We will submit our
invoices monthly as the work progresses and payment of them will be
made as the Bankruptcy Code, the Bankruptcy Rules, Local Rules and
any relevant Bankruptcy Court orders allow. We acknowledge that
payment of our fees and expenses hereunder is subject to (i) the
jurisdiction and approval of the Bankruptcy Court, including under
Sections 330 and 331 of the Bankruptcy Code, any applicable
provision of the Bankruptcy Rules, Local Rules, or order of the
Bankruptcy Court approving the retention of us and the U.S. Trustee
Guidelines, (ii) any applicable fee and expense guidelines and
Bankruptcy Court orders and (iii) any requirements governing
interim and final fee applications."
EY LLP can be reached at:
Ernst & Young LLP
The Plaza in Clayton
Suite 1300
190 Carondelet Plaza
St. Louis, MO 63105-3434
Tel: (314) 290-1000
Fax: (314) 290-1882
Website: ey.com
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.
The Office of the U.S. Trustee appointed seven creditors of
Peabody Energy Corp. to serve on the official committee of
unsecured creditors. The Committee is represented by Dimitra
Doufekias, Esq., at Morrison & Foerster LLP and Sherry K.
Dreisewerd, Esq., at Spencer Fane LLP.
Michael J. Russano, Esq., at Davis Polk & Wardwell LLP is counsel
to Citibank, N.A. as Administrative Agent and L/C Issuer under the
Debtors' Postpetition Secured Credit Facility and as Administrative
Agent, Swing Line Lender and L/C Issuer under the Debtors'
Prepetition Secured Credit Facility.
Laura Uberti Hughes, Esq., at Bryan Cave is the local counsel to
Citibank, N.A. as Administrative Agent and L/C Issuer under the
Postpetition Secured Credit Facility and as Administrative Agent,
Swing Line Lender and L/C Issuer under the Prepetition Secured
Credit Facility.
PEABODY ENERGY: Proposes Aug. 19 as Claims Bar Date
---------------------------------------------------
Peabody Energy Corporation, et al., seek permission from the U.S.
Bankruptcy Court for the Eastern District of Missouri to set August
19, 2016 as the deadline for creditors to file proofs of claim
based on prepetition claims, including request for payment.
The Debtors anticipate that the August 19, 2016 bar date will
provide almost two months after service of notice, for creditors to
file proofs of claim in the bankruptcy case, and potentially
greater time if service can be accomplished more quickly.
Peabody Energy is represented by:
Steven N. Cousins, Esq.
Susan K. Ehlers, Esq.
ARMSTRONG TEASDALE, LLP
7700 Forsyth Boulevard, Suite 1800
St. Louis, MO 63105
Tel: (314) 621-5070
Fax: (314) 621-2239
Email: scousins@armstrongteasdale.com
sehlers@armstrongteasdale.com
- and -
Heather Lennox, Esq.
Jones Day
North Point
901 Lakeside Avenue
Cleveland, OH 44114
Tel: (216) 586-3939
Fax: (216) 579-0212
- and -
Amy Edgy, Esq.
Daniel T. Moss, Esq.
Jones Day
51 Louisiana Avenue, N.W.
Washington, D.C. 20001-2113
Tel: (202) 879-3939
Fax: (202) 626-1700
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.
The Office of the U.S. Trustee appointed seven creditors of Peabody
Energy Corp. to serve on the official committee of unsecured
creditors. The Committee is represented by:
Dimitra Doufekias, Esq.
MORRISON & FOERSTER LLP
2000 Pennsylvania Avenue
NW Suite 6000
Washington DC
Telephone: (202) 887-1500
Facsimile: (202) 887-0763
- and –
Sherry K. Dreisewerd, Esq.
SPENCER FANE LLP
1 North Brentwood Boulevard, Suite 1000
St. Louis, MO 63105
Tel: (314) 863-7733
Fax: (314) 862-4656
E-mail: sdreisewerd@spencerfane.com
Counsel to Citibank, N.A. as Administrative Agent and L/C Issuer
under the Debtors' Postpetition Secured Credit Facility and as
Administrative Agent, Swing Line Lender and L/C Issuer under the
Debtors' Prepetition Secured Credit Facility:
DAVIS POLK & WARDWELL LLP
Michael J. Russano, Esq.
450 Lexington Avenue
New York, NY 10017
Tel: (212) 450-4000
Fax: (212) 607-7983
E-mail: michael.russano@davispolk.com
Local Counsel to Citibank, N.A. as Administrative Agent and L/C
Issuer under the Postpetition Secured Credit Facility and as
Administrative Agent, Swing Line Lender and L/C Issuer under the
Prepetition Secured Credit Facility:
BRYAN CAVE
Laura Uberti Hughes, Esq.
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, MO 63102
Tel: (314) 259-2000
Fax: (314) 259-2020
E-mail: Laura.hughes@bryancave.com
PELICAN REAL: Case Summary & 3 Unsecured Creditors
--------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Pelican Real Estate, LLC 16-03817
189 South Orange Avenue, Suite 1650
Orlando, FL 32801
Pelican Portfolios, LLC 16-03820
Pelican Management Company, LLC 16-03822
Smart Money Secured Income Fund, LLC 16-03823
Smart Money Secured Income Fund Manager, LLC 16-03825
Turnkey Investment Fund, LLC 16-03827
Turnkey Investment Fund Manager, LLC 16-03828
Accelerated Asset Group, LLC 16-03829
SMFG, Inc. 16-03830
Chapter 11 Petition Date: June 8, 2016
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtors' Counsel: Elizabeth A Green, Esq.
BAKER & HOSTETLER LLP
200 S Orange Ave
Suntrust Center, Suite 2300
Orlando, FL 32801
Tel: (407) 649-4000
Fax: (407) 841-0168
E-mail: egreen@bakerlaw.com
Estimated Estimated
Assets Liabilities
---------- -----------
Pelican Real Estate $0-$50,000 $0-$50,000
Pelican Management $0-$50,000 $0-$50,000
The petition was signed by Jared Crapson, president of SMFG, Inc.,
manager of Pelican Management Company, LLC.
A list of Pelican Real Estate's three largest unsecured creditors
is available for free at http://bankrupt.com/misc/flmb16-03817.pdf
A list of Pelican Management's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb16-03822.pdf
PENN VIRGINIA: Proposes June 28 as Claims Bar Date
--------------------------------------------------
Penn Virginia Corporation, et al., ask the U.S. Bankruptcy Court
for the Eastern District of Virginia to set June 28, 2016, as the
deadline to file proofs of claim based on prepetition claims,
including request for payment.
The Debtors propose that June 28, 2016, will be the date by which
all entities, other than governmental units holding prepetition
claims, must file Proofs of Claim, including requests for payment
under section 503(b)(9), so that such Proofs of Claim are actually
received by the Debtors' notice and claims agent, Epiq Bankruptcy
Solutions, LLC, unless such person's or entity's claim falls within
one of the exceptions set forth in this motion. Subject to these
exceptions, the Claims Bar Date would apply to all claims against
the Debtors that arose or are deemed to have arisen prior to the
Petition Date, including secured claims, unsecured priority claims,
unsecured non-priority claims, and rejection damage claims for
executory contracts and unexpired leases that have already been
rejected by order of the Court in the chapter 11 case.
Penn Virginia is represented by:
Michael A. Condyles, Esq.
Peter J. Barett, Esq.
Jeremy S. Williams, Esq.
KUTAK ROCK LLP
Bank of America Center
1111 East Main Street, Suite 800
Richmond, VA 23219
Tel: (804) 644-1700
Fax: (804) 783-6192
E-mail: Michael.Condyles@KutakRock.com
Peter.Barrett@KutakRock.com
Jeremy.Williams@KutakRock.com
- and -
Edward O. Sassower
Joshua A. Sussberg
Brian E. Schartz
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
E-mail: Edward.sassower@kirkland.com
Joshua.sussberg@kirkland.com
Brian.schartz@kirkland.com
- and -
James H.M. Sprayregen, Esq.
Justin R. Bernbrock, Esq.
Benjamin M. Rhode, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
E-mail: james.sprayregen@kirkland.com
justin.bernbrock@kirkland.com
benjamin.rhode@kirkland.com
About Penn Virginia Corporation
Based in Radnor, Pennsylvania, Penn Virginia Corporation is an
independent oil and gas company 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 in South Texas.
Each of Penn Virginia Corporation, Penn Virginia Holding Corp.,
Penn Virginia MC Corporation, Penn Virginia MC Energy L.L.C., Penn
Virginia MC Operating Company L.L.C., Penn Virginia Oil & Gas
Corporation, Penn Virginia Oil & Gas GP LLC, Penn Virginia Oil &
Gas LP LLC and Penn Virginia Oil & Gas, L.P. filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va.
Case Nos. 16-32395 to 16-32403, respectively) on May 12, 2016. The
petitions were signed by Seth R. Bullock as chief restructuring
officer.
The Debtors have engaged Kirkland & Ellis LLP as counsel, Kutak
Rock LLP as local counsel, Jefferies LLC as investment banker,
Alvarez & Marsal North America, LLC as restructuring advisor, KPMG
LLP as tax advisor and Epiq Bankruptcy Solutions, LLC as notice,
claims and balloting agent. PJT Partners is acting as financial
advisor and Milbank, Tweed, Hadley & McCloy LLP is acting as legal
advisor to the ad hoc committee of noteholders. Opportune LLP is
acting as financial advisor and Bracewell LLP is acting as legal
advisor to Wells Fargo (as agent) and the RBL lenders.
Judge Keith L. Phillips has been assigned the cases.
PICO HOLDINGS: Bloggers Show Conflict of Interest By CEO & Director
-------------------------------------------------------------------
By Geoffrey J. Bailey -- gjbaileypb@hotmail.com -- PICO Holdings,
Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified
holding company reporting recurring losses since 2008. PICO owns
57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a
securities portfolio and various interests in small businesses.
PICO has $664 million in assets and $434 million in shareholder
equity. Central Square Management LLC and River Road Asset
Management LLC collectively own more than 14% of PICO. Other
activists at http://ReformPICONow.com/have taken to the Internet
to advance the shareholder cause.
The post is reprinted as originally appeared.
"RPN presents stunning information. Derived entirely from public
sources, we have assembled documents, facts and data showing that
John R. Hart, PICO Holdings' CEO, personally held an equity stake
in Synthonics, Inc., while PICO contemporaneously purchased equity
in, and lent money to, Synthonics.
PICO shareholders were never told about Mr. Hart's co-ownership in
Synthonics. Characterized in the most favorable light, we see an
undisclosed conflict of interest. We suspect the disclosure failure
points to things far worse. Our confidence in Mr. Hart and PICO
has reached a new low as deep as the Mariana Trench.
The Players
Synthonics, Inc.: A specialty pharmaceutical company based in
Virginia, for which Kenneth J. Slepicka serves as CEO/CFO and in
which John R. Hart and PICO Holdings own equity stakes.
John R. Hart: President and Chief Executive Officer and Director of
PICO Holdings since 1996, and an investor in Synthonics, Inc.
Kenneth J. Slepicka: Co-founder, Chairman, CEO, and acting CFO of
Synthonics since 2006. Mr Slepicka was named a PICO Director in
2005.
PICO Holdings: In 2010, PICO purchased 273,229 shares of Series D
Convertible Voting Preferred Stock of Synthonics for $2 million. In
2013, PICO purchased 15,000 shares of Series D Convertible Voting
Preferred Stock of Synthonics for $110,000. In February 2014, PICO
opened a $400,000 line of credit at 15% to Synthonics. In May 2014,
PICO increased the line to $450,000. The loan was repaid in April
2015.
Exhibit A
2006 - A California Buyer Purchases $504,000 of Series A Preferred
Shares of Synthonics
Exhibit A -- see http://goo.gl/d404rZ-- is a Form D, Notice of
Sale of Securities, filed with the Securities and Exchange
Commission. The document was signed by Mr. Slepicka on December 13,
2006 and was processed by the SEC on January 12, 2007.
The first field, "Name of Offering," indicates that this Form D
controls the emission of "Series A Convertible Preferred Shares of
Synthonics, Inc."
Page 7 describes the buyers of Synthonics Series A Convertible
Preferred Shares. In the far left column, we see "CA," for
California. Going across, "Number of Accredited Investors" we see
"1," and "Amount" contains "$504,000." One single accredited buyer
from California purchased Synthonics Series A Convertible Preferred
Shares for $504,000.
Exhibit B
2008 - Mr. Hart Swears To Ownership Of 6,095 Series A Preferred
Shares Of Synthonics
Exhibit B -- see http://goo.gl/8mngRi-- is an Income and Expense
Declaration filed in Case No. DV 026773, Hart v. Hart, in the
Superior Court of California, County of San Diego, Family Law
Branch.
On page 1, we find Mr. Hart's signature by fax, dated October 29,
2008. On page 2, we find Mr. Hart's handwritten signature, dated
October 27, 2008. Both documents were signed under penalty of
perjury.
Page 12 begins Mr. Hart's Schedule of Assets and Debts in Case No.
D 508535, Hart v. Hart, in the Superior Court of California, County
of San Diego.
On page 14, at "11. Stocks, Bonds, Secured Notes, Mutual Funds," we
see "6,095 shares of Synthonics, Inc. (fully paid & non-assessable
shares of series A preferred stocks)." The "Date Acquired" column
indicates that these securities were purchased in 1/06 - which
corresponds to the SEC's Form D, Notice of Sale of Securities, or
Exhibit A.
"Current Gross Fair Market Value" indicates $54,000.
Pages 15 and 16 contain Mr. Hart's signatures by fax and by hand,
the latter dated May 6, 2008. The documents were signed under
penalty of perjury.
Exhibit C
2010 - PICO Buys $2 Million of Series D Preferred Shares of
Synthonics
Exhibit C -- see https://goo.gl/Yhsu9K -- is a paragraph from the
2010 PICO 10-K, top of page 87, filed with the SEC on March 1,
2011:
"On August 13, 2010, the Company invested $2 million in exchange
for 273,229 shares of Series D Convertible Voting Preferred Stock
of Synthonics, Inc. Kenneth J. Slepicka, a Director of the Company,
is currently the Chairman, Chief Executive Officer and acting Chief
Financial Officer of Synthonics, Inc."
Exhibit D
2011 - Mr. Hart Swears To Ownership Of 6,095 Series A Preferred
Shares Of Synthonics
Exhibit D -- http://goo.gl/OV5R6G-- is a Dissolution of Marriage,
filed on December 23, 2011, for Case No. D 508535, Hart v. Hart, in
the Superior Court of California, County of San Diego, Family Law
Branch.
The Dissolution provides for spousal division of property. From
Page 15:
"14. Synthonics, Inc. Stock Shares (6,095)
The 6,095 shares of Synthonics, Inc. stock are awarded to Husband
as his sole and separate property."
Page 20 contains Mr. Hart signature, dated December 7, 2011.
Exhibit E
2015 - PICO Updates Synthonics Investment Disclosure - 15,000 More
Series D Preferred Shares And Line Of Credit
Exhibit E -- see https://goo.gl/me6QFV -- are pertinent sentences
from the PICO 2015 10-K. From page 17:
"We made our initial investment in Synthonics during 2010 when we
purchased 273,229 shares of series D convertible voting preferred
stock for $2.1 million. In 2013, we invested $110,000 for an
additional 15,000 shares of the same series D convertible voting
preferred stock. In February 2014, we initiated a $400,000 line of
credit to Synthonics which bore interest at 15% per annum and in
May 2014, we increased the line to $450,000. The outstanding
balance of the line of credit and accrued interest was repaid in
April 2015."
No Disclosure
We have examined all of PICO's documents filed with the SEC from
2008 to the present. We have found no disclosure that Mr. Hart
personally owned Synthonics securities while they were purchased
and/or owned by PICO. Neither have we found any similar disclosure
by Mr. Slepicka.
PICO's Code of Business Conduct And Ethics
In the PICO document entitled "Code of Business Conduct And
Ethics," -- see http://goo.gl/kvRuLB-- find Section 5 on Page 3,
"Conflicts of Interest and Corporate Opportunities." The first
paragraph reads:
"You must avoid any situation in which your personal interests
conflict or even appear to conflict with the Company's interests.
You owe a duty to the Company not to compromise the Company's
legitimate interests and to advance such interests when the
opportunity to do so arises in the course of your employment."
[Italics in original].
The third paragraph of Section 5 reads:
"You should avoid situations in which your personal, family or
financial interests conflict or even appear to conflict with those
of the Company. You may not engage in activities that compete with
the Company or compromise its interests."
Section 5 describes actual or potential conflicts:
"[Y]ou engage in activities that interfere with your loyalty to the
Company or your ability to perform Company duties or
responsibilities effectively."
PICO's Corporate Governance Guidelines
In the document entitled "Corporate Governance Guidelines," -- see
http://goo.gl/Ft1iOE-- is a Section entitled "Director
Qualifications." On Page 2 find the sentence:
"Directors are expected to possess the highest personal and
professional ethics, integrity, and values, and be committed to
representing the long-term interests of our shareholders."
In the Section entitled "Limits on Director Outside Activities," on
Page 3, find:
"Directors must be willing to devote sufficient time to carry out
their duties and responsibilities effectively, and should be
committed to serve on the Board for an extended period of time.
Each Board member is expected to ensure that other existing and
planned future commitments do not conflict with or materially
interfere with the member’s service as a director. Directors are
expected to avoid any action, position, or interest that conflicts
with an interest of the Company, or gives the appearance of a
conflict." [Italics by RPN].
PICO's 2010 Proxy Statement
The PICO 2010 Proxy Statement -- see https://goo.gl/4A80mU --
contains a Section entitled "Procedures for Approval of Related
Persons Transactions," on Page 27. It reads:
"To ensure the broadest possible compliance with the Nasdaq Global
Market listing standards and Regulation S-K, Item 404, the Audit
Committee has adopted a policy in which it will review for approval
all transactions or proposed transactions (1) in which we are a
participant, (2) in which the value of the transaction or proposed
transactions exceeds $1.00, and (3) in which we or our directors or
director nominees, officers, 5% shareholders, consultants or
employees will have an interest, which need not be material. After
reviewing a particular transaction or proposed transaction,
management and the Audit Committee will determine if disclosure in
our public filings is necessary and appropriate under Item 404."
The 2010 Audit Committee
The 2011 PICO Proxy Statement, at pages 9-10, relates that the
members of the PICO Audit Committee in 2010 were:
-- Carlos C. Campbell
-- Robert G. Deuster
-- Kristina M. Leslie
-- Richard D. Ruppert, MD
-- Julie H. Sullivan, Ph.D
and, RPN believes, these individuals have personal responsibility
for PICO's disclosure failure and are complicit in PICO's auditing
firm's failure to perform its watchdog function.
QUANTUM CORP: Series One Nominates 5 Directors to Board
-------------------------------------------------------
VIEX Opportunities Fund, LP - Series One, holder of 7,407,865
shares of common stock of Quantum Corporation representing 2.8
percent as of June 3, 2016, delivered a nomination letter to the
Company nominating Mark Bonney, John Mutch, Raghavendra Rau,
Khurram Sheikh and Eric Singer for election to the Company's Board
of Directors at the 2016 annual meeting of stockholders. According
to Series One, it submitted the Letter because it is disappointed
in the Issuer's track record of poor performance and misguided
governance.
"Series One believes reconstituting the Board is the most effective
way to drive long-term value and that the Nominees possess the
relevant skills and fresh perspectives desperately needed to
address the clear performance issues and capital structure
challenges facing Quantum, and to oversee a comprehensive,
independent and credible strategic assessment of the business with
a singular focus on maximizing shareholder value," as disclosed in
a regulatory filing with the Securities and Exchange Commission.
Representatives of Series One have engaged, and intend to continue
to engage, in discussions with the Board regarding matters relating
to unrealized stockholder value, including the composition of the
Board.
A copy of the regulatory filing is available for free at:
https://is.gd/GB4BaF
About Quantum Corp.
Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive. Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.
Quantum reported net income of $16.7 million on $553 million of
total revenue for the year ended March 31, 2015, compared to a net
loss of $21.5 million on $553 million of total revenue for the
year ended March 31, 2014.
As of Dec. 31, 2015, the Company had $278 million in total assets,
$355 million in total liabilities and a $76.9 million total
stockholders' deficit.
RICEBRAN TECHNOLOGIES: Asks Shareholders to Block Takeover Attempt
------------------------------------------------------------------
RiceBran Technologies issued an open letter to shareholders in
connection with the Company's 2016 annual meeting of shareholders
that is scheduled for June 22, 2016, in Scottsdale, Arizona. The
Company's Board of Directors unanimously recommends that
shareholders vote for the reelection of the Company's "highly
qualified and experienced" director nominees: John W. Short, Marco
V. Galante, David Goldman, Baruch Halpern, Henk W. Hoogenkamp,
Robert C. Schweitzer and Peter A. Woog.
"At the upcoming annual meeting of shareholders on June 22, 2016,
you will be asked to make an important decision regarding the
future of your investment in RiceBran Technologies. RiceBran is
under attack: a dissident group purporting to hold 9% of our
Company's shares is attempting to launch a last minute proxy
contest at the Company's annual meeting to take control of your
Company without payment of a control premium. In contrast to your
board of directors, which has taken -- and will continue to take --
substantial steps to further drive high performance and long-term
profitable growth at your Company, this dissident group has offered
no specific plan to enhance shareholder value and is proposing to
install as CEO a candidate with no experience managing a public
company and no C-suite experience at any company.
"We urge you to protect the value of your investment and reject
these ambush tactics by voting on the WHITE proxy card "FOR"
RiceBran's highly qualified and experienced director nominees: W.
John Short, Marco V. Galante, David Goldman, Baruch Halpern, Henk
W. Hoogenkamp, Robert C. Schweitzer, and Peter A. Woog.
"Over the past two years, your Board and senior management team
have repositioned RiceBran Technologies from a predominantly animal
nutrition company to a fast growing provider of functional food
ingredients, human food ingredients and packaged functional foods.
The Board and Management are intensely focused on continuing their
efforts to "convert feed to food" to create superior long term
value for RiceBran shareholders. This strategic repositioning has
produced rapid growth in the two most recent quarters and
positioned our Company for continued growth in what we believe to
be the highest margin, fastest growing segments of the US food
market."
A full-text copy of the letter is available for free at:
https://is.gd/HfGgAf
About RiceBran
Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.
RiceBran reported a net loss of $10.6 million on $39.9 million of
revenues for the year ended Dec. 31, 2015, compared to a net loss
of $26.6 million on $40.10 million of revenues for the year ended
Dec. 31, 2014.
As of March 31, 2016, RiceBran had $34.9 million in total assets,
$26.9 million in total liabilities and $7.66 million in total
equity attributable to the Company's shareholders.
The Company's auditors Marcum LLP, in New York, NY, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has suffered
recurring losses from operations resulting in an accumulated
deficit of $251 million at December 31, 2015. This factor among
other things, raises substantial doubt about its ability to
continue as a going concern.
RIVERSIDE PLAZA: Can Access UCF Cash Collateral Until July 1
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, approves an agreed interim order granting
Riverside Plaza Developers LLC access to cash collateral through
the earlier of July 1, 2016.
Per the Court's order entered on May 6, 2016, the Debtor is
authorized to use the cash collateral to pay management fee to John
Breugelmans.
According to the Court's Interim Cash Collateral Order dated May
16, 2016, a full-text copy of which is available at
https://is.gd/2ZB8e7, the Parties are directed to:
(a) mark and exchange copies of all documents to be used in
connection with the evidentiary hearing which is set for a
pre-trial conference.
(b) file a memorandum of law on the legal issues.
(c) file a witness list identifying the individuals who each
party anticipates will testify at the evidentiary hearing.
The Cash Collateral Motion is continued for a status hearing on
June 28, 2016 at 10:00 a.m.
A full-text copy of the Agreed Interim Cash Collateral Order dated
June 3, 2016 with Budget is available at https://is.gd/hSKLqW
About Riverside Plaza
Riverside Plaza Developers, LLC, based in North Barrington,
Illinois, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 16-08747) on March 14, 2016. Riverside Plaza Developers
indicated in its petition that it is a Single Asset Real Estate
debtor.
Judge Jack B. Schmetterer presides over the case. The Debtor is
represented by Neal L Wolf, Esq., at TETZLAFF LAW OFFICES, LLC.
The petition was signed by Mary Christine Misik, manager.
RIVERSIDE PLAZA: Court Approves Linberger as Appraiser
------------------------------------------------------
Riverside Plaza Developers LLC, sought and obtained permission from
the the U.S. Bankruptcy Court for the Northern District of Illinois
to employ Linberger & Company LLC as appraiser to the Debtor
despite UCF 1 Trust 1's objections.
According to UCF, the Debtor cannot use cash collateral to pay
professional fees because those fees do not preserve the value of
the Debtor's property.
UCF said the Debtor wants to hire an appraiser to defeat UCF's
motion to lift the automatic stay and to prevent UCF from
continuing its foreclosure action against the Debtor's assets. The
Debtor can hire an appraiser, according to UCF, but it must pay for
that with something other than UCF's rent collateral. The Debtor is
acting to defeat its main creditor and benefit its interest
holders, rather than to preserve the value of its estate. If the
Debtor's interest holders want to protect their interests, they
should do so at their expense, not at UCF's.
In sum, the Debtor and its professionals should be the ones taking
the risk that there may be no money to pay administrative expenses,
to the extent the equityholder does not want to advance the costs.
Riverside Plaza Developers LLC is represented by:
Neal L. Wolf, Esq.
John A. Benson, Jr., Esq.
TETZLAFF LAW OFFICES, LLC
227 W. Monroe Street, Suite 3650
Chicago, IL 60606
Tel: (312)574-1000
Fax: (312)574-1001
E-mail: nwolf@tetzlafflegal.com
jbenson@tetzlafflegal.com
UCF I Trust 1 is represented by:
William J. Factor, Esq.
Sara E. Lorber, Esq.
Jeffrey K. Paulsen, Esq.
FACTORLAW
105 W. Madison Street, Suite 1500
Chicago, IL 60602
Tel: (847) 239-7248
Fax: (847) 574-8233
E-mail: wfactor@wfactorlaw.com
slorber@wfactorlaw.com
jpaulsen@wfactorlaw.com
About Riverside Plaza
Riverside Plaza Developers, LLC, based in North Barrington,
Illinois, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 16-08747) on March 14, 2016. Riverside Plaza Developers
indicated in its petition that it is a Single Asset Real Estate
debtor.
Judge Jack B. Schmetterer presides over the case. The Debtor is
represented by Neal L Wolf, Esq., at TETZLAFF LAW OFFICES, LLC.
The petition was signed by Mary Christine Misik, manager.
RIVERSIDE PLAZA: Opposes UCF's Bid to Lift Stay
-----------------------------------------------
Riverside Plaza Developers LLC opposes UCF I Trust 1's motion
asking the U.S. Bankruptcy Court to lift the automatic stay,
complaining that the action taken by UCF in seeking a modification
of the automatic stay in order to foreclose on the property is
premature, egregious, and wholly unsupported by the applicable laws
and facts of the case.
According to the Debtor, stay relief is not warranted because from
a financial standpoint, arguing that it is very healthy -- the
Debtor's cash on hand is growing monthly and has now equalled
approximately $180,000 from $66,902 on the petition date -- and the
Debtor's rental income alone will cover the needed expenditures to
pay the Property's ongoing expenses during the pendency of the
chapter 11 case. Consequently, UCF is adequately protected, the
Debtor argues. The Property, which is main asset of the Debtor, is
not declining in value as a result of the automatic stay nor is the
Property at risk of declining in value, the Debtor tells the
Court.
The Debtor anticipates that the plan will provide for, among other
things, an extension of the maturity date for the Loan, deferred
cash payments totaling the amount of UCF's allowed claim, and an
appropriate cramdown interest rate under the Till standard. The
Debtor is also in the process of retaining a feasibility expert who
will testify at the evidentiary hearing as to the feasibility of
the Debtor's plan and the proposed cramdown interest rate.
UCF maintains that the automatic stay is not sacrosanct. When a
debtor stands no hope of successfully reorganizing or fails to meet
other requirements of the Bankruptcy Code, the stay should be
lifted to allow a creditor to pursue its remedies against the
debtor and its property, particularly when the Debtor's bankruptcy
was filed shortly before the appointment of a receiver in a
foreclosure case, UCF asserts.
In the face of UCF's motion, the Debtor bears a heavy burden to
prove that (a) it has a plan in prospect, (b) UCF's interest in its
collateral is adequately protected, (c) it did not file the case in
bad faith, and (d) it can afford the required interest payments to
UCF; however, the Debtor fails on all these issues considering that
the Debtor does not provide anything more than a cursory
explanation of its proposed reorganization, does not prove that
UCF's interest is adequately protected, does not address UCF's
contention that the Debtor acted in bad faith, and does not address
its inability to fund the upcoming interest payment to UCF, UCF
further asserts.
Riverside Plaza Developers LLC is represented by:
Neal L. Wolf, Esq.
John A. Benson, Jr., Esq.
TETZLAFF LAW OFFICES, LLC
227 W. Monroe Street, Suite 3650
Chicago, IL 60606
Telephone: (312)574-1000
Facsimile: (312)574-1001
Email: nwolf@tetzlafflegal.com
jbenson@tetzlafflegal.com
UCF I Trust 1 is represented by:
William J. Factor, Esq.
Sara E. Lorber, Esq.
Jeffrey K. Paulsen, Esq.
FACTORLAW
105 W. Madison Street, Suite 1500
Chicago, IL 60602
Telephone: (847) 239-7248
Facsimile: (847) 574-8233
Email: wfactor@wfactorlaw.com
slorber@wfactorlaw.com
jpaulsen@wfactorlaw.com
About Riverside Plaza
Riverside Plaza Developers, LLC, based in North Barrington,
Illinois, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 16-08747) on March 14, 2016. Riverside Plaza Developers
indicated in its petition that it is a Single Asset Real Estate
debtor.
Judge Jack B. Schmetterer presides over the case. The Debtor is
represented by Neal L Wolf, Esq., at TETZLAFF LAW OFFICES, LLC.
The petition was signed by Mary Christine Misik, manager.
RIVERSIDE PLAZA: UCF Asks Court to Appoint Ch. 11 Trustee
---------------------------------------------------------
UCF I Trust 1 asks the U.S. Bankruptcy Court to appoint a trustee
for Riverside Plaza Developers LLC, saying the Debtor has ceded all
control over itself and its bankruptcy case to a third-party
unsecured creditor, John Breugelmans, who has engaged in
self-dealing at the creditors' expense, and the Debtor has misled
the Court about the extent of Breugelmans' involvement in the case.
UCF narrates that for more than a year, the Debtor had been unable
to make interest payments or find a lender willing to advance
enough money to refinance UCF's loan, which is caused in part by
Breugelmans' refusal to bring in professional management, and thus,
UCF had already lost confidence in the Debtor and its third-party
non-owner manager, John Breugelmans, and wanted to have an
independent, professional manager take over operations during the
pendency of the foreclosure case.
According to UCF, the Debtor has fought to protect Breugelmans'
interest, not the estate's, and has allowed Breugelmans to control
the reorganization case, even though he is not an owner and has a
direct conflict with the estate.
Moreover, UCF avers that the Debtor has also fought to pay
Breugelmans a fee that he is not entitled to under the parties'
contracts and it has allowed Breugelmans to control the flow of
information to UCF, such as by having Breugelmans answer discovery
requests designed to determine whether Breugelmans has mismanaged
the Debtor.
UCF I Trust 1 is represented by:
William J. Factor, Esq.
Sara E. Lorber, Esq.
Jeffrey K. Paulsen, Esq.
FACTORLAW
105 W. Madison Street, Suite 1500
Chicago, IL 60602
Telephone: (847) 239-7248
Facsimile: (847) 574-8233
Email: wfactor@wfactorlaw.com
slorber@wfactorlaw.com
jpaulsen@wfactorlaw.com
About Riverside Plaza
Riverside Plaza Developers, LLC, based in North Barrington,
Illinois, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 16-08747) on March 14, 2016. Riverside Plaza Developers
indicated in its petition that it is a Single Asset Real Estate
debtor.
Judge Jack B. Schmetterer presides over the case. The Debtor is
represented by Neal L Wolf, Esq., at TETZLAFF LAW OFFICES, LLC.
The petition was signed by Mary Christine Misik, manager.
ROWE CONTRACTING: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Rowe Contracting Service, Inc.
548 Heavens Drive
Mandeville, LA 70471
Case No.: 16-11331
Chapter 11 Petition Date: June 8, 2016
Court: United States Bankruptcy Court
Eastern District of Louisiana (New Orleans)
Judge: Hon. Elizabeth W. Magner
Debtor's Counsel: Leo D. Congeni, Esq.
CONGENI LAW FIRM, LLC
424 Gravier Street
New Orleans, LA 70130
Tel: (504) 522-4848
Fax: (504) 581-4962
E-mail: leo@congenilawfirm.com
Total Assets: $1.51 million
Total Liabilities: $1.57 million
The petition was signed by Scott E. Rowe, president.
A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/laeb16-11331.pdf
RUSSELL INVESTMENTS: Fitch Assigns 'BB' Final Longterm IDR
----------------------------------------------------------
Fitch Ratings has assigned a 'BB' final Long-Term Issuer Default
Rating and senior secured rating to Russell Investments US
Institutional Holdco, Inc. and Russell Investments US Retail
Holdco, Inc. Fitch has also assigned a 'BB' final long-term IDR to
Emerald Acquisition Limited, the holding company for the combined
organization (collectively referred to as Russell Investments).
The Rating Outlook is Stable.
The ratings have been assigned the separation of Russell
Investments from the London Stock Exchange Group (LSEG) and the
execution of the secured funding facilities, which were completed
in a manner consistent with Fitch's expectations.
KEY RATING DRIVERS - IDRS and SENIOR SECURED DEBT
The final ratings reflect the company's strong franchise, asset
under management (AUM) diversification across geographies and
product sets, scalable business model and demonstrated track record
of delivering strong fund performance relative to benchmarks.
Additional strengths include the company's experienced management
team and a well-articulated and reasonably achievable long-term
operating strategy including maximum leverage and minimum liquidity
targets.
Primary rating constraints include higher initial leverage as
measured by Fitch-calculated Debt/EBITDA, lower initial interest
coverage as measured by Fitch-calculated EBITDA/interest expenses,
lower margins as measured by Fitch-calculated gross EBITDA margins
and the company's fully-secured wholesale funding profile. Other
rating constraints include the sensitivity of the investment
management business model to external markets, lack of operating
history as a stand-alone entity and Russell Investments' private
equity ownership by TA Associates and Reverence Capital Partners.
Private equity ownership introduces the potential risk of more
equity-oriented actions, particularly if the related fund(s) are
approaching the end of their stated fund lives. In addition, the
acquisition includes $150 million of installment payments due to
LSEG from Russell Investments between 2017 and 2020. Fitch
recognizes that Russell Investments' private equity sponsors have
committed their funds to backstop these installment payments,
however, were the funds to be unable to meet these obligations,
this would further constrain Russell Investments' financial
flexibility. These concerns are partially mitigated by the track
record of Russell Investments' private equity owners in the
investment management and financial services sectors.
As of Dec. 31, 2015, Russell Investments had $241.8 billion of AUM,
spread across single/multi-asset products and derivate overlay
products offered to retail and institutional investors in the U.S.,
EMEA, APAC and Canada. The company primarily derives revenues from
traditional investment management activities but also provides
investment services (exposure management, transitions, etc.) and
consulting services, which are moderate diversifiers of revenue.
From a profitability perspective, Fitch-calculated gross EBITDA
margins are expected to initially be in the 15% range in 2016,
which is weaker than more highly rated peers. Depending on the
extent to which Russell Investments is able to improve cost
efficiencies and achieve scale efficiencies through AUM expansion,
EBITDA margins could improve.
Upon closing the transaction, Russell Investments incurred
$650 million of senior secured debt while obtaining an undrawn
$50 million revolving credit facility for liquidity purposes. On
this basis, Fitch-calculated pro forma gross debt to EBITDA
(including 12-month run-rate cost savings) was 3.9x excluding the
$150 million of installment payments or 4.8x including the $150
million of installment payments. These levels are consistent with
Fitch's quantitative benchmark for 'BB' category of 3.0x to 5.0x.
In both instances, Fitch's calculations do not give credit to
performance fees, which have been a modest contributor to earnings
in the past but can be more variable. Management has indicated a
long-term leverage target (on a net debt basis) of less than 2.0x.
Were progress to be made on this, it could contribute to positive
rating momentum.
EBITDA coverage of interest expense is expected to be approximately
4.0x in FY 2016 (including required amortization of term-loan
principal) and is within Fitch's quantitative benchmark for the
'BB' category of 3.0x to 6.0x.
From a liquidity perspective, Russell Investments is expected
maintain approximately $40 million in cash, along with $50 million
of revolver capacity. This level of liquidity is viewed as weaker
than more highly rated peers, although Fitch does recognize the
cash flow generative nature of the business model.
The rating of the senior secured debt is equalized with the
long-term IDR reflecting Fitch's belief that the debt would have
average recovery prospects in the event of default.
The Stable Rating Outlook reflects Fitch's expectation that Russell
Investments' franchise, diversified platform and strong cash flow
generation should provide it with the ability to begin to reduce
elevated leverage and manage execution risk associated with the
ownership transition
RATING SENSITIVITIES - IDRS and SENIOR SECURED DEBT
Fitch believes positive rating momentum is possible over the longer
term, provided the company successfully executes on its
deleveraging, cost improvement and margin expansion plans.
Specifically, ratings could be positively influenced by debt/EBITDA
approaching or below 3.0x, gross FEBITDA margins approaching or
above 20%, EBITDA/interest approaching or above 6.0x and favorable
investment performance and asset flows. Additional positive
influences include successful execution of strategic objectives, an
improvement in diversity of funding as to include a meaningful
amount of unsecured debt and successful execution of the transition
to a stand-alone business.
Ratings could be negatively influenced by a sustained increase in
cash flow leverage beyond 5.0x, a decrease in FEBITDA margins to
below 10%, a decrease in EBITDA/interest expenses below 3.0x, or
sustained material investment underperformance or AUM outflows.
Failure to execute on articulated strategic objectives would also
be viewed negatively.
The senior secured debt rating would be primarily sensitive to
changes in the long-term IDR of Russell Investments, and to a
lesser extent, the recovery prospects of the instrument.
Fitch has assigned these ratings:
Russell Investments US Institutional Holdco, Inc. (co-borrower)
Russell Investments US Retail Holdco, Inc. (co-borrower)
-- Long-term IDR 'BB';
-- Senior secured debt rating 'BB'.
Emerald Acquisition Limited (guarantor)
-- Long-term IDR 'BB'.
The Rating Outlook is Stable.
SABINE PASS: Moody's Assigns Ba2 Rating to new $1BB Secured Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Sabine Pass
Liquefaction, LLC's (SPL) new $1 billion of senior secured notes
due 2026. Concurrent with this rating assignment, Moody's affirmed
SPL's Ba2 rating on its $13.1 billion of senior secured bank loans
and bonds. SPL's rating outlook is stable.
The net bond proceeds from the offering are expected to repay SPL's
bank loan borrowings by approximately $800900 million with the
remainder used to pay for increased interest during construction as
well as transaction costs.
RATINGS RATIONALE
The main credit factors supporting SPL's Ba2 senior secured ratings
are its longterm contracts with investment grade offtakers,
significant construction progress made to date anticipated strong
cash flows once steady state operation is achieved and Engineering,
Procurement, and Construction (EPC) contracts with Bechtel Oil, Gas
and Chemicals, Inc. (Bechtel) that mitigate some construction risk.
Sizeable third party equity investment of $2 billion, mostly
traditional project finance protections for the senior secured bank
loans, and the utilization of existing infrastructure are also
considered positive factors.
Of particular note to the Ba2 rating is the recent announcement
that Bechtel achieved Substantial Completion of SPL's Train 1 on
May 26, 2016, months ahead of the guaranteed completion date and on
budget. With this credit positive development, Bechtel has turned
over care, custody, and control of Train 1 to SPL.
Key credit risks affecting SPL include remaining construction
challenges, including a reliance on $2.5 billion of operating cash
flow to fund construction and financing costs, operating period
execution risks, major debt maturities from 2020 through 2025 and
uncertainty around eventual debt reduction.
The stable rating outlook for SPL is supported by the expected
nearterm commercial operation of SPL's Train 2 later this year
which adds incremental nearterm cash flow and the expectation that
construction of the remaining Trains will proceed on schedule and
on budget.
Positive rating action is not currently anticipated until SPL
achieves commercial operation on four of the planned five trains,
construction progress on Train 5 proceeds as planned, and
management has publicly communicated a debt repayment strategy.
SPL's rating could be downgraded if the project incurs significant
construction cost overruns or construction delays, major operating
problems or does not generate the expected level of cash flow to
fund the remaining construction costs.
SABINE PASS: S&P Assigns Prelim. 'BB+' Rating on $1BB Sr. Notes
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB+' project finance
rating to Sabine Pass Liquefaction LLC's $1.0 billion senior notes
due 2026. S&P also assigned a preliminary '2' recovery rating to
this debt.
At the same time, S&P affirmed its 'BB+' rating on the remaining
debt tranches. The outlook is stable. The recovery rating on all
debt is '2', indicating expectations for substantial (70%-90%,
higher end of the range) recovery in the event of a payment
default.
The refinancing of the debt does not change S&P's construction
phase stand-alone credit profile (SACP) or operating phase risk
SACP. The rating is still constrained by the construction phase
SACP of 'bb+'.
The stable outlook reflects S&P's assessment of favorable current
construction progress and counterparty ratings above the project
rating.
During construction, an upgrade could occur if there was more
certainty of construction funding adequacy, which would likely
require successful completion of at least trains 1 and 2, which
would give more assurance of precompletion cash flows that SPLIQ is
planning on to fund construction and the operations phase debt
service reserve. Once operations begin, S&P would expect the debt
rating to be 'BBB-' based on S&P's current operations phase risk
profile assessment, including counterparty creditworthiness, and
transaction structure assessment. An improvement in operating
phase rating would likely require higher counterparty
creditworthiness and sustainable DSCRs of more than 1.3x.
The most likely factors that could lead to a downgrade would be if
construction costs increase materially from current estimates such
that S&P's estimate of funding availability under downside
conditions falls short of current funding sources.
SAMSON RESOURCES: Seeks Plan Filing Extended Thru March Next Year
-----------------------------------------------------------------
BankruptcyData.com reported that Samson Resources filed with the
U.S. Bankruptcy Court a motion (i) to extend the exclusive periods
by five months to file and solicit acceptances of a Chapter 11 plan
through and including March 16, 2017 and May 16, 2017,
respectively; (ii) to strike the committee's termination motion
from the record as a violation of the Debtors' exclusivity period
and (iii) for other sanctions the Court deems appropriate. The
motion explains, "The Debtors confirm their consent, pursuant to
rule 9013-1(f) of the Local Rules of Bankruptcy Practice and
Procedure of the United States Bankruptcy Court for the District of
Delaware, to the entry of a final order by the Court in connection
with this Motion to the extent that it is later determined that the
Court, absent consent of the parties, cannot enter final orders or
judgments in connection herewith consistent with Article III of the
United States Constitution." The Court scheduled a July 14, 2016
hearing to consider the motion, with objections due by July 7,
2016.
About Samson Resources Corporation
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015.
Philip W. Cook signed the petition as executive vice president and
chief financial officer. The Debtors estimated assets and
liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production
company with interests in various oil and gas leases primarily
located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and
Wyoming. The Operating Companies operate, or have royalty or
working interests in, approximately 8,700 oil and gas production
sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors'
Investment banker. Garden City Group, LLC serves as claims and
noticing agent to the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors. The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.
* * *
The Debtors, on May 16, 2016, filed a new debt-for-equity Chapter
11 Plan, a copy of whose Disclosure Statement is available at
http://bankrupt.com/misc/SAMSONds0517.pdf
The Plan contemplates an exchange of First Lien Claims for new
first lien debt (including commitments under a new reserve-based
revolving credit facility), Cash (including proceeds from Asset
Sales, if any), and new common equity.
In a subsequent filing, the Creditors Committee submitted a motion
in court seeking the termination of the Debtors' exclusivity
periods to file, and solicit acceptances for that, a Chapter 11
plan. As reported in the May 26, 2016 edition of The Troubled
Company Reporter, the Committee claimed that "the Debtors' Amended
Plan on file represents a no win choice for unsecured creditors:
vote for the plan and get less than one would in a Chapter 7
liquidation; fight the plan and either get nothing or end up six
months down the road with no plan and administrative expenses
running out of control."
SEALED AIR: Moody's Hikes Corporate Family Rating to Ba2
--------------------------------------------------------
Moody's Investors Service upgraded Sealed Air Corp.'s ("Sealed
Air") Corporate Family rating to Ba2 from Ba3 and Probability of
Default rating to Ba2PD from Ba3PD. Instrument ratings are detailed
below. The ratings outlook is stable.
Moody's took the following actions:
Sealed Air Corp.
Upgraded Corporate Family Rating to Ba2 from Ba3
Upgraded Probability of Default Rating to Ba2PD from Ba3PD
Affirmed SGL2 speculative grade rating
Upgraded all senior secured debt to Baa3/LGD 2 from Ba1/LGD 2
Upgraded all senior unsecured debt to Ba3/LGD 4 from B1/LGD 5
Diversey Brasil
Upgraded senior secured debt to Baa3/LGD 2 from Ba1/LGD 2
Diversey Canada, Inc.
Upgraded senior secured debt to Baa3/LGD 2 from Ba1/LGD 2
Diversey Europe B.V.
Upgraded senior secured debt to Baa3/LGD 2 from Ba1/LGD 2
Sealed Air Limited
Upgraded senior secured debt to Baa3/LGD 2 from Ba1/LGD 2
Sealed Air Japan
Upgraded senior secured debt to Baa3/LGD 2 from Ba1/LGD 2
The ratings outlook is stable.
RATINGS RATIONALE
The upgrade reflects the improvements the company has made to its
credit profile as well as an expectation of further improvements
and that company will manage its financial policy to maintain
credit metrics at the Ba2 level going forward. Sealed Air has
effectively cut cost, pruned low margin business and focused on
innovative, higher margin new products and services. The company is
expected to benefit from further cost cutting initiatives, higher
margin new products and an improvement in volumes in certain
markets and regions over the next 1218 months. Additionally, Sealed
Air is expected to manage its financial policy to maintain credit
metrics within the Ba2 rating category.
The Ba2 corporate family rating reflects the company's scale (as
measured by revenue), wide geographic exposure and low customer
concentration of sales. Sealed Air has a track record of successful
innovation and continues to invest in R&D. The company is also an
industry leader in certain segments. Approximately half of its
sales are from food and food processing related end markets. The
company also earns approximately 28% of sales from emerging
markets, 58% from outside North America and operates in 62
countries with distribution to over 169 countries. Sealed Air has
maintained longterm relationships with many of its top customers
and has a significant base of equipment installed on the customers'
premises.
The rating is constrained by weakness in certain credit metrics, a
disparate product line and the concentration of sales in cyclical
and event risk prone segments. The rating is also constrained by
the significant competition in the fragmented market, some
commoditized products and the mixed contract and cost pass through
position. Despite an overlap in customers and distribution
channels, legacy Sealed Air's product lines are substantially
unrelated to the Diversey segment. All of the company's segments
operate in competitive and fragmented markets and will need to
continue to develop new products and innovate in order to maintain
their competitive advantage as many innovations eventually may be
copied.
The rating outlook is stable. The stable outlook reflects an
expectation of further improvement in credit metrics from various
initiatives and that the company will manage its financial policy
to maintain credit metrics within the Ba2 rating category.
The ratings could be downgraded if there is deterioration in credit
metrics or the operating and competitive environment. Leverage is
expected to be toward the high end of the rating category so
management will need to manage their financial policy closely to
maintain the rating. Specifically, the rating could be downgraded
if debt to EBITDA remains above 4.3 times, EBITDA interest coverage
remains below 5.0 times, funds from operations to debt declines
below 15.0%.
A ratings upgrade is unlikely given managements' stated leverage
target of 3.54.0 times net leverage. However, the ratings could be
upgraded if Sealed Air sustainably improves credit metrics within
the context of a stable operating and competitive environment.
Specifically, the ratings could be upgraded if debt to EBITDA
declines below 3.75 times, EBITDA interest coverage rises above
5.75 times, funds from operations to debt increases to over 18.0%.
Headquartered in Charlotte, NC, Sealed Air is a global manufacturer
of packaging products, performancebased materials and equipment
systems for various food, industrial, medical and consumer
applications. The company, through its Diversey Care segment, is
also a leading global supplier of cleaning, hygiene, and sanitizing
products, equipment and related services to the institutional and
industrial cleaning and sanitation markets. Sealed Air reports in
four segments including Food Care ( 48% of revenue), Product Care (
22%), Diversey Care ( 29%), and Other (1%). The company had
revenues of approximately $6.9 billion for the 12 months ended
March 31, 2016.
SEVENTY SEVEN ENERGY: Moody's Lowers PDR to DPD on Bankr. Filing
----------------------------------------------------------------
Moody's Investors Service downgraded Seventy Seven Energy Inc.'s
(SSE) Probability of Default Rating (PDR) to DPD from Caa3PD and
affirmed its other ratings as well as those of its operating
subsidiary Seventy Seven Operating LLC (SSO) following the
company's announcement that it had filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Delaware on June 7, 2016.
Moody's will withdraw all ratings for the companies in the near
future.
Issuer: Seventy Seven Energy Inc.
Downgrades and to be withdrawn in the near future:
Probability of Default Rating, Downgraded to DPD from Caa3PD
Affirmations and to be withdrawn in the near future:
Corporate Family Rating, Affirmed Caa3
Senior Unsecured Regular Bond/Debenture, Affirmed C (LGD 5
from LGD 6)
Senior Unsecured Regular Bond/Debenture, Affirmed Ca (LGD 4)
Ratings unchanged and to be withdrawn in the near future:
Speculative Grade Liquidity Rating, at SGL3
Outlook Actions:
Outlook, Remains Negative
Issuer: Seventy Seven Operating LLC
Affirmations and to be withdrawn in the near future:
Issuer: Seventy Seven Operating LLC
Senior Secured Bank Credit Facility, Affirmed Caa2 (LGD 2)
Outlook Actions:
Issuer: Seventy Seven Operating LLC
Outlook, Remains Negative
RATINGS RATIONALE
Moody's said, "the downgrade of SSE's PDR to DPD is a result of the
bankruptcy filing. The company's other ratings as well as those of
SSO have been affirmed since the expected recoveries incorporated
in our existing ratings are likely to be consistent with actual
recoveries. Shortly following this rating action, Moody's will
withdraw SSE and SSO's ratings."
Based in Oklahoma City, OK, SSE is a publicly traded oilfield
services that through SSO and its subsidiary companies owns and
operates drilling rigs, pressure pumping equipment and other
oilfield services assets.
SEVENTY SEVEN: Files for Bankruptcy, to Reduce Debt by $1.1 Billion
-------------------------------------------------------------------
Seventy Seven Energy Inc. and 10 of its subsidiaries sought
protection under Chapter 11 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware with an accompanying
pre-packaged plan of reorganization.
The Plan has strong support from the Debtors' key stakeholders, as
over 91% of holders of Class 3 Term Loan Claims, 100% of holders of
Class 4 Incremental Term Loan Claims, 99% of holders of Class 5
OpCo Notes Claims and 100% of holders of Class 13 HoldCo Notes
Claims voted to accept the Plan. The Debtors believe that the Plan
and the transactions contemplated thereunder will right-size their
balance sheet, increase their liquidity, and strengthen their
go-forward operations, positioning them for long-term success.
The Company's pre-packaged plan provides for a substantial
deleveraging transaction pursuant to which approximately $1.1
billion of the Company's outstanding debt will be converted to
equity. The Chapter 11 reorganization is expected to conclude
within 60 days.
Largely driven by the fluctuation in commodity prices, Seventy
Seven, like other companies in the drilling and oilfield services
market, has faced challenges as demand for drilling rigs and
hydraulic fracturing fleets remains weak, according to Cary Baetz,
chief financial officer of Seventy Seven.
On a consolidated basis, Seventy Seven had total revenues of $155.4
million for the first quarter of 2016, compared to total revenues
of $429.8 million for the first quarter of 2015. Total revenues
for the 2015 full year were $1.131 billion, compared to total
revenues of $2.081 billion for the 2014 full year.
Faced with a heavy debt burden, declining revenues and an uncertain
near-term outlook in its industry, Seventy Seven hired financial
and legal advisors to evaluate a wide range of options to improve
Seventy Seven's financial position in the event of a prolonged
market downturn.
Seventy Seven engaged in discussions with potential financing
sources and its existing lenders to determine available options to
enhance liquidity, including new financing and deleveraging
measures, and considered both out-of-court as well as bankruptcy
court-focused alternatives.
Restructuring Support Agreement
On April 15, 2016, after weeks of intensive negotiations, the
Debtors and the Consenting Incremental Term Loan Lenders, who
represent 100% of the aggregate principal amount of the outstanding
Incremental Term Loan Claims, and the Consenting OpCo Noteholders,
who represent approximately 63% of the aggregate principal amount
of the outstanding OpCo Notes Claims, entered into the
Restructuring Support Agreement. Subsequent negotiations with the
Consenting Term Loan Lenders culminated in modifications to the
treatment of the Allowed Term Loan Claims under the Plan, which
were incorporated into an amended and restated version of the
Restructuring Support Agreement.
Additional negotiations resulted in the Consenting HoldCo
Noteholders -- who represent more than 50% of the outstanding
principal amount of the HoldCo Notes --- executing an amended and
restated version of the Restructuring Support Agreement.
The Restructuring Support Agreement, contemplates a
value-maximizing transaction for Seventy Seven, providing for a
balance sheet restructuring while operations continue as usual.
"The new capital structure provided by the financial restructuring
contemplated by the Restructuring Support Agreement and the Plan
will provide the best foundation for Seventy Seven to meet the
challenges in the oilfield services market due to the down cycle in
crude oil prices over the coming years as well as an opportunity
for all of its existing stakeholders to participate in any
recovery," said Mr. Baetz.
Under the Plan as proposed, the Debtors' trade creditors, employees
and vendors are expected to be paid in full in the ordinary course
of business, and all of the Debtors' contracts are expected to
remain in effect in accordance with their terms preserving the
rights of all parties. Holders of allowed general unsecured claims
will be paid in the ordinary course of business in accordance with
ordinary course terms under the Plan subject to any rights or
defenses the Debtors may have to all or any portion of those
Claims.
The Term Sheet contemplates that the Debtors will reorganize as a
going concern and continue their day-to-day operations
substantially as currently conducted. The Restructuring
contemplated by the Term Sheet and the Plan incorporates the
following principal terms:
(1) A new senior secured asset-based revolving loan and letter
of credit facility, which facility will have a maturity date
of June 25, 2019, and a maximum commitment amount of $100
million.
(2) A conversion of $1.1. billion in aggregate principal amount
of OpCo Notes and HoldCo Notes into 100% of the New HoldCo
Common Shares.
If the Plan is consummated as contemplated by the Term Sheet and
all Voting Classes vote to accept the Plan, holders of the Existing
HoldCo Interests will receive warrants to purchase New HoldCo
Common Shares on a Pro Rata basis notwithstanding the present
valuation of Seventy Seven. The Debtors and the Restructuring
Support Parties provided an opportunity for holders of HoldCo Notes
and Existing HoldCo Interests to participate in the long-term
growth of Seventy Seven despite the fact that holders of HoldCo
Notes and Existing HoldCo Interests are out of the money so as to
ensure an expeditious and efficient emergence from Chapter 11. The
New Warrants will be exercisable at any time until their expiration
date for a per share price based upon a total equity value of (a)
for the New A Warrants, $524 million, (b) for the New B Warrants,
$1.788 billion and (c) for the New C Warrants, $2.5 billion. The
expiration date for the New A Warrants and New B Warrants will be 5
years and for the New C Warrants 7 years from the Effective Date of
the Plan, in each case subject to earlier expiration upon the
occurrence of certain extraordinary events. If the terms for
exercise of the New Warrants are not met before the applicable
expiration date, then holders of those Warrants will not realize
any value under the terms of the New Warrants.
The Restructuring Support Agreement may be terminated upon the
occurrence of certain events, including, among other things, the
failure to meet specified milestones related to filing,
confirmation and consummation of the Plan and in the event of
certain breaches by the parties under the Restructuring Support
Agreement as amended.
"Given the consensus between the Debtors and the Restructuring
Support Parties, as evidenced by the Restructuring Support
Agreement, the Debtors believe that they will emerge from chapter
11 expeditiously and with a significantly improved balance sheet
that will allow the Reorganized Debtors to succeed in a competitive
industry," added Mr. Baetz.
A full-text copy of the Solicitation and Disclosure Statement for
the Joint Prepackaged Chapter 11 Plan of Reorganization is
available for free at:
http://bankrupt.com/misc/18_SEVENTY_DisclosureStmt.pdf
First Day Motions
The Debtors have filed or will file a number of first day motions
seeking authority to, among other things, use existing cash
management system, prohibit utility providers from discontinuing
services, pay employee obligations, and obtain post-petition
financing.
About Seventy Seven Energy Inc.
Headquartered in Oklahoma City, Seventy Seven Energy Inc. (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.
Each of Seventy Seven Finance Inc., Seventy Seven Energy Inc.,
Seventy Seven Operating LLC, Great Plains Oilfield Rental, L.L.C.,
Seventy Seven Land Company LLC, Nomac Drilling, L.L.C., Performance
Technologies, L.L.C., PTL Prop Solutions, L.L.C., SSE Leasing LLC,
Keystone Rock & Excavation, L.L.C. and Western Wisconsin Sand
Company, LLC filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11409 to 16-11419,
respectively) on June 7, 2016.
The Debtors listed total assets of $1.77 billion and total
liabilities of $1.72 billion.
The Debtors have engaged Baker Botts LLP as general bankruptcy
counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Lazard
Freres & Co. LLC as investment banker; Alvarez & Marsal as
restructuring advisor; and Prime Clerk LLC as notice, claims and
balloting agent.
Judge Laurie Selber Silverstein is assigned to the cases.
SEVENTY SEVEN: Judge Silverstein Gives DIP Financing Interim Okay
-----------------------------------------------------------------
Seventy Seven Finance Inc. and its debtor-affiliates sought and
obtained permission from the Honorable Laurie Selber Silverstein to
enter into a $100,000,000 debtor-in-possession financing agreement
with Wells Fargo Bank, National Association, and Bank of America,
N.A., and draw those funds on an interim basis to to (i) pay off
about $14.1 million owed under
their Pre-Petition Credit Agreement and (ii) fund further working
capital needs as the company marches forward to obtain confirmation
of their prepackaged chapter 11 plan of reorganization.
The Court will convene a final hearing on the Debtors' DIP
Financing request at 2:00 p.m. on June 28, 2016, in Wilmington,
Del.
The Debtors are simultaneously marching forward to obtain speedy
confirmation of their prepackaged chapter 11 plan of
reorganization. With that in mind, Judge Silverstein will consider
the adequacy of the Debtors' disclosure statement and review the
chapter 11 plan at a hearing on July 13. Objections, if any, must
be filed and served by July 6, and any additional documents in
support of the plan must be filed by July 8.
The limited service list has been expanded to include:
Matt Barr, Esq.
David N. Griffiths, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153
representing the Consenting OpCo Noteholders and
Adam Harris, Esq.
SCHULTE ROTH & ZABEL LLP
919 Third Avenue
New York, NY 10022
representing the Consenting HoldCo Noteholders.
Headquartered in Oklahoma City, Seventy Seven Energy Inc. (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.
Seventy Seven Energy (a/k/a Chesapeake Oilfield Operating) and 10
affiliated Debtors sought chapter 11 protection (Bankr. D. Del.
Case No. 16-11409) on June 7, 2016. The Debtors are represented
by
a team of lawyers at Baker Botts LLP.
The Company also filed a Joint Prepackaged Chapter 11 Plan of
Reorganization and related Disclosure Statement. The Plan provides
for a substantial deleveraging transaction pursuant to which
approximately $1.1 billion of the Company's outstanding debt will
be converted to equity.
SHERRITT INT'L: DBRS Puts 'B(sf)' Issuer Rating Under Review
------------------------------------------------------------
DBRS Limited placed the Issuer Rating and Senior Unsecured Debt
rating of Sherritt International Corporation (Sherritt or the
Company), both rated B, Under Review with Negative Implications
following the Company's announcement of executing Support
Agreements with institutional holders of approximately 44% of
Sherritt's senior unsecured debentures (the Notes) to extend
maturities. The ratings actions reflect DBRS's concerns that the
decision to seek these extensions has been driven more by necessity
than by opportunity. This coincides with the recent release of the
Company's Q1 2016 results that show losses from operations at all
of Sherritt's principal operating segments, raising further doubts
about the Company’s prospects.
Management is proposing to extend the maturities of its 2018, 2020
and 2022 senior unsecured debentures to 2021, 2023 and 2025,
respectively, with the applicable interest rates and existing
covenants under the governing note indenture, which remains
unchanged. The Company is offering the following choice of consent
consideration:
-- A cash payment of 2% of the principal amount of Notes held by
the Noteholder or
-- 73.25 common share purchase warrants per $1,000 of principal
amount of Notes held with a five-year term and exercise price
of $0.74 per warrant based on five-day weighted-average
trading price for the period ended May 30, 2016.
Approval by 66 2/3% of the Noteholders is expected to be required
under the proposed transaction in order to change any terms of the
Notes. The Company has already obtained the support of
institutional Noteholders holding approximately 44% of the
outstanding principal amount and expect to receive the support of
the remaining Noteholders at the Noteholder Meeting expected in
July 2016. Additionally, implementation of the plan is subject to
such approvals as may be required by the Ontario Superior Court of
Justice (the Court) or the Toronto Stock Exchange and Court
approval of the Plan of Arrangement and receipt of all necessary
regulatory approvals.
The timing of the move to extend the debt maturities follows the
recent release of Q1 2016 results that included a reported loss of
$47.8 million as the Company continues to suffer from the ongoing
depressed markets for its principal commodities, nickel and oil,
and posted losses from operations for its Metals, Oil and Power
segments. With the consensus outlook for nickel remaining tepid at
best over the next few years, it's unclear what the catalysts would
be for Sherritt's financial performance to significantly improve
over that timeframe.
DBRS will monitor the Company and expects to await the outcome of
the Noteholders vote before resolving the Under Review status.
SILICON ALLEY: Judge Gravelle Halts Debtor's Use of Cash Collateral
-------------------------------------------------------------------
Itria Ventures LLC asked the U.S. Bankruptcy Court in Trenton,
N.J., for an order restricting Silicon Alley Group Inc.'s access to
cash collateral pledged to secure repayment of a prepetition
obligation. The Honorable Christine M. Gravelle granted Itria's
request earlier this week, ordering that:
(A) Silicon Alley is prohibited from using the proceeds of any
accounts receivable, for any purpose whatsoever, until further
Order of Court; and
(B) the Debtor shall immediately upon receipt deposit all such
receipts collected or received after the Petition Date in its
debtor-in-possession bank account.
Itria is represented in this matter by:
John J.Winter, Esq.
THE CHARTWELL LAW OFFICES, LLP
970 Rittenhouse Road, Suite 300
Eagleville, PA 19403
Telephone: (610) 666-7700
Silicon Alley Group Inc. filed a voluntary chapter 11 petition
(Bankr. D. N.J. Case No. 16-18244) on Apr. 28, 2016, and is
represented by Harrison Ross Byck, Esq., at Kauri Byck, LLC, in
Edison, N.J. At the time of the filing, the Debtor estimated its
assets at less than $50,000 and its liabilities exceeding $1
million.
SOUTH BUFFALO: Gets Okay to Finance $138,000 Insurance Premium
--------------------------------------------------------------
The Honorable Michael J. Kaplan granted South Buffalo Electric,
Inc.'s recent request, pursuant to 11 U.S.C. Sec. 364(c) and Fed.R.
Bankr. P. 4001(c), for authority (a) to enter into a Premium
Finance Agreement with IPFS Corporation, and (b) to grant IPFS a
first priority lien and security interest in all unearned or return
premiums and dividends which may become payable under the policies,
and a lien and security interest in loss payments which reduce the
unearned premiums subject only to any mortgagee or loss payee
interests, and further requests that any deficiency claim of IPFS
remaining in the event that IPFS must proceed against its
collateral be afforded administrative expense priority under 11
U.S.C. Sec. 364(c)(1).
The Debtor said the insurance policies are crucial to the operation
of its business. The Agreement will require the Debtor to make a
down payment to IPFS in the amount of $47,779.60, and to make
monthly payments in the amount of $12,965.60 each over a term of 7
months. The annual percentage rate is 6.81% and the total amount
financed under the Agreement is $138,538.80. Additional premiums
due, but billed direct by the insurance provider(s), including
property insurance and Workers' Compensation, require a down
payment in the amount of $24,320, and to make monthly payments in
the amount of $10,011 each over a term of 9 months.
South Buffalo Electric, Inc., sought chapter 11 protection (Bankr.
W.D.N.Y. Case No. 16-10838) on Apr. 27, 2016, and is represented by
Robert B. Gleichenhaus, Esq., and Michael A. Weishaar, Esq., at
Gleichenhaus, Marchese & Weishaar, P.C., in Buffalo, N.Y. The
Debtor estimated its assets at less than $10 million at the time of
the filing.
STARVING STUDENTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Starving Students of Nevada LLC
2655 Rainbow Blvd., Ste. 110
Las Vegas, NV 89146
Case No.: 16-13151
Chapter 11 Petition Date: June 8, 2016
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Hon. August B. Landis
Debtor's Counsel: Mark M. Weisenmiller, Esq.
GARMAN TURNER GORDON LLP
650 White Drive, Suite 100
Las Vegas, NV 89119
Tel: (725) 777-3000
Fax: 725-777-3112
E-mail: mweisenmiller@gtg.legal
Total Assets: $5,656
Total Liabilities: $3.91 million
The petition was signed by Ethan Margalith, sole member of Starving
Students, Inc., Debtor's managing member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb16-13151.pdf
STASSEN CONRAD GOINS: Court Approves $975K Sale of Property
-----------------------------------------------------------
Debtor Stassen Conrad Goins on April 29, 2016, filed a motion to
sell real property commonly known as 401-4073 West 21st Street and
1952-1954 South Bronson Avenue, Los Angeles, California to Norman
Pettiford for not less than $975,000, subject to overbid. Th
Debtor says that the sale price is subject to a 5% sales commission
and 2% costs of sale and recording.
On June 3, 2016, Judge Robert Kwan granted the Motion on the
following conditions: the Debtor is to set aside sufficient funds
from the close of escrow to pay for the estimated capital gains tax
liability incurred due to the sale.
The Debtor has filed a motion to employ Olivia Patterson-Ryans as
real estate investment specialist to help facilitate the sale of
the property. She is to receive 2.5% omission as the seller's
agent in connection with the sale.
The proposed price of $975,000 was subject to overbid at the
hearing on the motion.
Stassen Conrad Goins sought Chapter 11 protection (Bankr. C.D Cal.
Case No. 15-17906) on May 18, 2015.
Attorney for the Debtor:
Brad Weil, Esq.
LAW OFFICES OF BRAD WEIL
460 E. Carson Plaza Dr., Suite 217
Carson CA
Tel: (310) 515-7799
Fax: (310) 515-7752
SUNEDISON INC: 13-Week Budget, Cash Balance Report Filed
--------------------------------------------------------
In connection with the senior secured superpriority
debtor-in-possession credit agreement entered into on April 26,
2016, as amended on May 18, 2016, SunEdison, Inc. entered into
confidentiality agreements with certain Tranche B Lenders in May
2016. Pursuant to the confidentiality agreements, the Company
agreed to publicly disclose all undisclosed material non-public
information provided to the Tranche B Lenders by or on behalf of
the Company and referenced in the confidentiality agreements --
Cleansing Materials -- not later than the Termination Date.
Specifically, SunEdison disclosed:
-- a Daily Cash Balance Report;
-- a variance report;
-- a 13-week budget through Aug. 5.
A copy of the Cleansing Materials is available at
http://goo.gl/V7tsQI
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, Rothschild
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 Debtors
employed PricewaterhouseCoopers LLP as financial advisors; and
KPMG LLP as their auditor and tax consultant.
An official committee of unsecured creditors has been appointed in
the case. The committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.
T&C GYMNASTICS: Granted Interim Access to Cash Collateral
---------------------------------------------------------
T&C Gymnastics, LLC, sought and obtained interim authority, until
10:30 a.m. on June 22, 2016, from the Honorable Timothy A. Barnes
to use cash collateral pledged to two secured creditors:
-- William and Janice Whitaker, owed about $71,000; and
-- Financial Agent Services, owed about $17,000.
Pending further order of the Court, the debtor may make:
-- a $250 monthly adequate protection payment to
Janice Walker; and
-- a $500 monthly adequate protection payment to
Financial Agent Services.
Judge Barnes' interim order makes it clear that 880 S. Rohlwing
Road, LLC, retains all of its rights to challenge the validity,
priority and extent of liens asserted by William and Janice
Whitaker and Financial Agent Services.
T&C Gymnastics, LLC, sought chapter 11 protection (Bankr. N.D. Ill.
Case No. 16-14993) on May 2, 2016, and is represented by Joshua D.
Greene, Esq., at Springer Brown LLC. At the time of the filing,
the Debtor estimated its assets and debts at less than $1 million.
T. J. CALDON: Judge Harwood Dismisses Chapter 11 Case
-----------------------------------------------------
The Honorable Bruce A. Harwood entered an order this week
dismissing T. J. Caldon, LLC's chapter 11 proceeding, thus mooting
a request by the Debtor for access to cash collateral pledged to
repay a secured debt.
T. J. Caldon, LLC, dba Four Corners, filed a chapter 11 petition
(Bankr. D. N.H. Case No. 14-11778) on Sept. 17, 2014, and is
represented by Raymond J. DiLucci, Esq., in Concord, N.H. At the
time of the filing, the Debtor disclosed $1.82 million in assets
and debts totalling $863,119.
TIERRA DEL REY: Hires Heinz & Feinberg as Special Counsel
---------------------------------------------------------
Christopher R. Barclay, the Chapter 11 Trustee for the bankruptcy
estate of Tierra Del Rey, LLC, seeks permission from the U.S.
Bankruptcy Court for the Southern District of California to employ
Heinz & Feinberg as special counsel.
The Firm will proved these services:
a. representation in any necessary unlawful detainer action
as to the 80-unit multifamily affordable housing
apartment complex located at 3675 King Street La Mesa,
California, and 6975 Waite Street, La Mesa, California,
including the three day notice and the unlawful detainer
complaint; and
b. legal consultations regarding landlord/tenant policy
disputes or matters involving the Debtor's relations with
tenants.
The Firm will be paid at these hourly rates:
Attorneys $285
Paralegals & Law Clerks $65
Jean M. Heinz, Esq., a partner at the Firm, assured the Court that
the Firm is a "disinterested party" as defined in 11 U.S.C. Section
101(14).
The Firm can be reached at:
Jean M. Heinz, Esq.
Mark D. Feinberg, Esq.
Heinz & Feinberg
Attorneys At Law
707 Broadway, 18th Floor
San Diego, CA 92101-5311
Tel: (619) 238-5454
Fax: (619) 238-0550
E-mail: mark@heinzfeinberg.com
About Tierra Del Rey
Tierra Del Rey, LLC, owns the Tierra Del Rey Apartments, an 80-unit
multi-family apartment complex at 3675 King Street and 6975 Waite
Street in La Mesa, California. The property is valued at $10.6
million and secures a debt of $4.21 million debt to Fannie Mae (1st
trust deed) and a $1.27 million debt to AP Mortgage Company, Inc.
(2nd trust deed).
A receiver seized control of the apartment complex on June 19,
2015. The receiver, Trigild Inc., was appointed at the behest of
AP Mortgage, which commenced the suit styled, AP Mortgage Company,
Inc. vs. Bay Vista Methodist Heights et al.
37-2015-00012044-CU-OR-CTL, SDSC Central Division.
Tierra Del Rey filed a Chapter 11 bankruptcy petition (Bankr. S.D.
Cal. Case No. 15-04253) on June 29, 2015, disclosing assets of
$10.8 million against $5.54 million in debt.
The Debtor tapped Craig E. Dwyer, Esq., in San Diego, California,
as counsel.
The Court subsequently appointed Christopher Barclay as Chapter 11
bankruptcy trustee.
TRANSGENOMIC INC: Extends Maturity of Third Security Term Loan
--------------------------------------------------------------
Transgenomic, Inc., entered into an amendment to its Loan and
Security Agreement, dated March 13, 2013, with Third Security
Senior Staff 2008 LLC, as administrative agent and a lender, and
the other lenders party thereto, as amended, for a revolving line
of credit and a term loan. The Amendment, among other things:
(i) provides that the Lenders will waive specified events of
default under the terms of the Loan Agreement;
(ii) amends the prepayment terms of the Loan Agreement;
(iii) provides for the reduction of amounts available under the
revolving line of credit upon the prepayment or repayment
of certain amounts by the Company;
(iv) removes the minimum liquidity ratio and minimum net revenue
financial covenants applicable to the Company under the
Loan Agreement;
(v) amends the circumstances pursuant to which the Company may
engage in certain sales or transfers of its business or
property without the consent of the Lenders; and
(vi) capitalizes certain amounts owed by the Company to the
Lenders and adds such overdue amounts to the outstanding
principal amount of the revolving line of credit.
The Amendment also extends the maturity date of the revolving line
of credit to Nov. 1, 2017.
The Lenders are affiliates of Third Security, LLC, whose affiliates
hold more than 10% of the outstanding voting stock of the Company.
Additionally, Doit L. Koppler II, a director of the Company, is
affiliated with Third Security, LLC and its affiliates.
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 March 31, 2016, Transgenomic had $3.59 million in total
assets, $19 million in total liabilities and a total stockholders'
deficit of $15.41 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.
TRANSGENOMIC INC: Signs $3.5M Sales Agreement with Craig-Hallum
---------------------------------------------------------------
Transgenomic, Inc., entered into an At the Market Offering
Agreement with Craig-Hallum Capital Group LLC, as sales agent,
pursuant to which the Company may offer and sell, from time to
time, through Craig-Hallum, up to $3,500,000 of shares of its
common stock. Any Shares offered and sold in the offering will be
issued pursuant to the Company's effective shelf registration
statement on Form S-3 (File No. 333-201907) and the related
prospectus previously declared effective by the Securities and
Exchange Commission on Feb. 13, 2015, as supplemented by a
prospectus supplement, dated June 7, 2016, that the Company filed
with the SEC pursuant to Rule 424(b)(5) under the Securities Act of
1933, as amended. The number of shares eligible for sale under the
ATM Agreement will be subject to the limitations of General
Instruction I.B.6 of Form S-3.
Under the ATM Agreement, sales of the Shares will be made in an "at
the market" offering as defined in Rule 415 of the Securities Act.
Specifically, sales in the offering will be made directly on the
Nasdaq Capital Market, the existing trading market for the Common
Stock, or on any other existing trading market for the Common
Stock, at market prices prevailing at the time of sale. In the
event any sales are made pursuant to the ATM Agreement which are
not made directly on the Nasdaq Capital Market or on any other
existing trading market for the Common Stock at market prices at
the time of sale, including, without limitation, any sales to
Craig-Hallum acting as principal or sales in privately negotiated
transactions, the Company will file a prospectus supplement
describing the terms of such transaction, the amount of Shares
sold, the price thereof, the applicable compensation, and such
other information as may be required pursuant to Rule 424 and Rule
430B of the Securities Act, as applicable, within the time required
by Rule 424 of the Securities Act.
The offering of the Shares pursuant to the ATM Agreement will
terminate upon the earlier of (i) the sale of all of the Shares,
(ii) June 7, 2017, or (iii) the mutual written agreement of the
Company and Craig-Hallum. Additionally, the Company may terminate
the ATM Agreement in its sole discretion at any time upon 15
business days' prior written notice to Craig-Hallum, and
Craig-Hallum may terminate the ATM Agreement in its sole discretion
at any time upon written notice to the Company.
Under the terms of the ATM Agreement, the Company will pay
Craig-Hallum a placement fee of 3.25% of the gross sales price of
the Shares, unless Craig-Hallum acts as principal, in which case
the Company may sell Shares to Craig-Hallum as principal at a price
to be agreed upon by the Company and Craig-Hallum. The Company
will also reimburse Craig-Hallum for certain expenses incurred in
connection with the ATM Agreement, and agreed to provide
indemnification and contribution to Craig-Hallum with respect to
certain liabilities, including liabilities under the Securities Act
and the Securities Exchange Act of 1934, as amended.
The Company intends to use the net proceeds from any
"at-the-market" offering for working capital and general corporate
purposes, which may include, without limitation, supporting asset
growth, engaging in acquisitions or other business combinations or
repaying debt.
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 March 31, 2016, Transgenomic had $3.59 million in total
assets, $19 million in total liabilities and a total stockholders'
deficit of $15.41 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.
TRI-G GROUP: Selling Golf Club to MIVA Properties for $781K
-----------------------------------------------------------
Tri-G Group, LLC, asks the U.S. Bankruptcy Court for the Middle
District of North Carolina, Greensboro Division, for approval to
conduct auction sale for an asset consisting of the real estate
compassing the 18-hole golf course and the country club located at
2440 Country Club Trail, Swepsonville, Alamance Country, North
Carolina.
The Debtor purchased Quarry Hills Golf and Country Club ("Golf
Club"), consisting of a golf course and country club amenities,
from a Chapter 7 proceeding. It was financed by Capital Bank
through a loan in the principal amount of $950,000. A critical
component of the Golf Club's successful operation and profitability
was that the surrounding residents would either join or renew their
respective memberships, utilizing the course, the club house
facility and restaurant. The Golf Club, however, was unable to
operate in a profitable manner. The Debtor was unable to meet its
debt service obligations, including those to Capital bank. It
ceased operations of the Golf Club on or about December 1, 2014.
When it became apparent to Golf Course could not operate
successfully, the Debtor cooperated with Capital Bank by turning
over the golf club's facilities and allowing the foreclosure of the
real property securing the $950,000 obligation. The parties agreed
to hire Iron Horse Auction Co., Inc., to conduct the sale,
advertising the sale more extensively than normal in a foreclosure
auction.
The Debtor received an offer from the MIVA Properties, LLC, for the
purchase of the sale property, conditioned upon said property being
sold as a part of a Chapter 11 bankruptcy proceeding and pursuant
to 11 USC Section 363.
The Debtor intends to sell the property to MIVA Properties for
$781,000. Said party has agreed that the initial purchase price
can be exposed as the opening bid to a public auction sale upon the
terms and conditions set forth and as have been set out in an Asset
Purchase Agreement entered into by and between the Debtor and MIVA
Properties, LLC.
A copy of the general terms for the Asset Purchase Agreement
attached to the Motion is available for free at:
http://bankrupt.com/misc/Tri-G_18_Sale_M.pdf
Tri-G Group, LLC, is represented by:
Charles M. Ivery, III
Samantha K, Brumbaugh
IVEY, MCCLELLAN, GATTON & SIEGMUND, LLP
PO Box 3324
Greensboro, North Carolina 27402
Telephone: (336) 274-4658
Facsimile: (336) 274-4540
About Tri-G Group
Tri-G Group, LLC sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Middle
District of North Carolina (Greensboro) (Case No. 16-10441) on May
4, 2016. The petition was signed by Guy G. Gulick, manager.
The Debtor is represented by Charles M. Ivey, III, Esq., and
Charles (Chuck) Marshall Ivey, IV, Esq., at Ivey, McClellan,
Gatton&Siegmund, LLP. The case is assigned to Judge Benjamin A.
Kahn.
The Debtor disclosed total assets of $863,152 and total debts of
$1.44 million.
TRIANGLE PETROLEUM: Kenneth Hersh Reports 26.1% Stake
-----------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Kenneth A. Hersh disclosed that as of June 1, 2016, he
beneficially owns 24,611,637 shares of common stock of Triangle
Petroleum Corporation representing 26.1 percent of the shares
outstanding. Also included in the filing are NGP Triangle Holdings
LLC (17,998,065 shares); NGP Natural Resources X, L.P. (23,771,362
shares); G.F.W. Energy X, L.P. (24,611,637 shares); and GFW X,
L.L.C. (24,611,637 shares). A copy of the regulatory filing is
available for free at https://is.gd/OeSfrT
About Triangle Petroleum
Triangle Petroleum Corporation is a Denver-based oil and natural
gas exploration and production company. Triangle Petroleum
conducts its E&P, oilfield and midstream activities in the
Williston Basin of North Dakota and Montana.
Triangle Petroleum reported a net loss of $822 million on $358
million of total revenues for the year ended Jan. 31, 2016,
compared to net income of $93.4 million on $573 million of total
revenues for the year ended Jan. 31, 2015.
As of Jan. 31, 2016, Triangle Petroleum had $753 million in total
assets, $1.01 billion in total liabilities and a total
stockholders' deficit of $265 million.
KPMG LLP, in Denver, Colorado, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Jan. 31, 2016, citing that the Company does not
have sufficient liquidity to meet this obligation, if called by the
lenders. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
UNIVERSITY PARK: S&P Withdraws 'BB-' Rating on GO Bonds
-------------------------------------------------------
S&P Global Ratings has withdrawn its 'BB-' long-term ratings on the
village of University Park, Ill.'s series 2015A and B general
obligation (GO) bonds because the bonds never sold.
VALEANT PHARMACEUTICALS: Incurs $374M Net Loss in First Quarter
---------------------------------------------------------------
Valeant Pharmaceuticals International, Inc. filed with the
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss attributable to the Company of $373.7
million on $2.37 billion of revenues for the three months ended
March 31, 2016, compared to net income attributable to the Company
of $97.7 million on $2.17 billion of revenues for the three months
ended March 31, 2015.
Total revenues increased $202 million, or 9%, to $2.37 billion in
the first quarter of 2016, primarily due to the effect of
acquisitions completed in 2015 and their subsequent growth under
Valeant's ownership. This increase was primarily offset by a
negative foreign currency impact of $52 million and a negative
impact from divestitures and discontinuations of $22 million. On
an organic basis, total revenues declined $289 million in the first
quarter of 2016 from the remainder of the existing business.
As of March 31, 2016, Valeant had $49.01 billion in total assets,
$43.24 billion in total liabilities and $5.77 billion in total
equity.
"The first quarter's results reflect, in part, the impact of
significant disruption this organization has faced over the past
nine months," said Joseph Papa, chairman and chief executive
officer. "This has been a difficult period for Valeant and its
stakeholders, and while there are some challenges to work through
in certain business operations in 2016, such as our U.S.
dermatology unit, the majority of our businesses are performing
according to expectations.
"While we recognize that we did not meet the timeline for filing
our first quarter results, with our filing expected this week, we
will be current in our financial reporting," continued Papa. "We
have made progress toward stabilizing the organization over the
past few months, and we expect to file our financial results in a
timely manner going forward. Valeant has a portfolio of world
class brands, a strong new product pipeline and dedicated leaders
who are committed to doing what is right and what is necessary to
turn this company around by re-engaging our workforce, rebuilding
our relationships with prescribers, patients and payors, and
regaining the trust of our debtholders and shareholders."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/eoSOcY
About Valeant
Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) --
http://www.valeant.com/-- is a multinational specialty
pharmaceutical company that develops, manufactures and markets a
broad range of pharmaceutical products primarily in the areas of
dermatology, gastrointestinal disorder, eye health, neurology and
branded generics.
Valeant reported a net loss attributable to the Company of $291.7
million on $10.44 billion of revenues for the year ended Dec. 31,
2015, compared to net income attributable to the Company of $880.7
million on $8.20 billion of revenues for the year ended Dec. 31,
2014.
* * *
Valeant carries a 'B2' Corporate Family Rating from Moody's
Investors Service.
As reported by the TCR on April 19, 2016, Standard & Poor's
Ratings Services said that it has lowered its corporate credit
ratings on Valeant Pharmaceuticals International Inc. to 'B' from
'B+' and placed both the corporate credit rating and the
issue-level ratings on CreditWatch with developing implications.
VALEANT PHARMACEUTICALS: Ruane Cunniff Reports 4.72% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Ruane, Cunniff & Goldfarb Inc. disclosed that as of May
31, 2016, it beneficially owns 16,115,136 shares of common stock of
Valeant Pharmaceuticals Intl representing 4.72 percent of the
shares outstanding. A copy of the regulatory filing is available
for free at https://is.gd/W7sxDn
About Valeant
Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) --
http://www.valeant.com/-- is a multinational specialty
pharmaceutical company that develops, manufactures and markets a
broad range of pharmaceutical products primarily in the areas of
dermatology, gastrointestinal disorder, eye health, neurology and
branded generics.
Valeant reported a net loss attributable to the Company of $291.7
million on $10.44 billion of revenues for the year ended Dec. 31,
2015, compared to net income attributable to the Company of $880.7
million on $8.20 billion of revenues for the year ended Dec. 31,
2014.
As of March 31, 2016, Valeant had $49.01 billion in total assets,
$43.24 billion in total liabilities and $5.77 billion in total
equity.
* * *
Valeant carries a 'B2' Corporate Family Rating from Moody's
Investors Service.
As reported by the TCR on April 19, 2016, Standard & Poor's
Ratings Services said that it has lowered its corporate credit
ratings on Valeant Pharmaceuticals International Inc. to 'B' from
'B+' and placed both the corporate credit rating and the
issue-level ratings on CreditWatch with developing implications.
VALEANT PHARMACEUTICALS: S&P Affirms 'B' CCR, Off CreditWatch
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating and
'BB-' senior secured debt rating on Valeant Pharmaceuticals
International Inc. and removed the ratings from CreditWatch with
positive implications. S&P initially placed the ratings on
CreditWatch with developing implications on April 14, 2016, and
revised the CreditWatch to positive on May 3, 2016. The outlook is
stable.
At the same time, S&P removed the 'B-' senior unsecured debt rating
from CreditWatch, where S&P placed it with developing implications
on April 14, 2016.
The recovery rating on the secured debt is '1', reflecting S&P's
expectation for very high (90%-100%) recovery in the event of a
default. The recovery rating on the unsecured debt is '5',
reflecting S&P's expectation for modest (10%-30%, at the lower end
of the range) recovery in the event of a default.
"The rating actions reflect the company's revised revenue and
EBITDA guidance to levels materially below our prior expectations
and the reduced likelihood of an upgrade over the next year," said
S&P Global Ratings credit analyst David Kaplan. S&P now estimates
debt leverage will be about 6.2x for 2016 and 5.2x for 2017, up
from S&P's previous estimate of about 5.4x for 2016 and 4.7x for
2017.
S&P's stable rating outlook reflects its expectation for Valeant's
debt leverage to remain above 5x through 2017 and less confidence
that financial performance will improve from current levels as
recent events continue to adversely affect the business. This is
offset by S&P's expectation for the company to continue generating
substantial free cash flow, and a large and diverse portfolio of
pharmaceutical products.
S&P could lower its rating if it believes reputational, legal, or
regulatory developments are likely to undermine the company's
ability to generate substantial free cash flow, which would
indicate serious issues surrounding the quality and sustainability
of the businesses.
There are several paths to a higher rating. S&P could raise the
rating with the passage of time if S&P gains confidence in the
company's ability to reduce and sustain debt leverage below 5x.
This could occur if the business has stabilized, and visibility
into financial performance is improved. S&P could also raise the
rating if the company reduces debt leverage to below 5x, through
asset sales and the allocation of proceeds to debt reduction.
Finally, a higher rating could also be achieved with a better
assessment of management and governance. This could occur if S&P
concludes that reputational, legal, and regulatory issues are no
longer weighing on business prospects.
YRC WORLDWIDE: Participates in Various Conferences
--------------------------------------------------
YRC Worldwide Inc. delivered presentations on June 8, 2016, at the
Deutsche Bank Seventh Annual Global Industrials and Materials
Conference in Chicago, Illinois; on June 9, 2016 at the Barclays
High Yield & Syndicated Loan Conference in Colorado Springs,
Colorado; and will deliver a presentation on June 14, 2016, at the
Citi 2016 Industrials Conference in Boston, Massachusetts. A copy
of the slide show presentation to be presented at the conferences
is available for free at https://is.gd/H70U5y
About YRC Worldwide
Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services. These
services include global, national and regional transportation as
well as logistics.
YRC Worldwide reported net income attributable to common
shareholders of $700,000 on $4.83 billion of operating revenue for
the year ended Dec. 31, 2015, compared to a net loss attributable
to common shareholders of $85.8 million on $5.06 billion of
operating revenue for the year ended Dec. 31, 2014.
As of March 31, 2016, YRC Worldwide had $1.86 billion in total
assets, $2.25 billion in total liabilities and a shareholders'
deficit of $392.7 million.
* * *
As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
had upgraded the Corporate Family Rating for YRC Worldwide from
'Caa3' to 'B3', following the successful closing of its
refinancing transactions.
In the Aug. 11, 2015, TCR report, Standard & Poor's Ratings
Services said that it has raised its corporate credit rating on
Overland, Kan.-based less-than-truckload (LTL) trucking company YRC
Worldwide to 'B-' from 'CCC+'.
"The upgrade reflects YRC's earnings growth and improved liquidity
position, along with our belief that gradual improvement in the
company's operating performance will result in credit measures that
are commensurate with the rating," said Standard & Poor's credit
analyst Michael Durand.
[*] FDIC Reaches $190M Settlement with Barclays, et al.
-------------------------------------------------------
The Federal Deposit Insurance Corporation (FDIC) as receiver for
five failed banks on June 2 announced a $190 million settlement of
certain residential mortgage-backed securities (RMBS) claims with:
-- Barclays Capital Inc.;
-- BNP Paribas Securities Corporation;
-- Credit Suisse Securities (USA) LLC;
-- Deutsche Bank Securities Inc.;
-- Edward D. Jones & Co., L.P.;
-- Goldman, Sachs & Co;
-- RBS Securities Inc.; and
-- UBS Securities LLC.
The settlement resolves federal and state securities law claims
based on misrepresentations in the offering documents for 21
Countrywide RMBS purchased by the five failed banks. The FDIC as
receiver for failed financial institutions may sue professionals
and entities whose conduct resulted in losses to those institutions
in order to maximize recoveries. From November 2011 through August
2012, the FDIC as receiver for the five failed banks filed six
lawsuits for violations of federal and state securities laws in
connection with the sale of the 21 RMBS to the failed banks. The
FDIC has filed a total of 19 RMBS lawsuits on behalf of eight
failed institutions seeking damages for violations of federal and
state securities laws.
The settlement funds will be distributed among five failed bank
receiverships:
-- Colonial Bank of Montgomery, Alabama, which failed on
August 14, 2009;
-- Franklin Bank, S.S.B. of Houston, Texas, which failed on
November 7, 2008;
-- Guaranty Bank of Austin, Texas, which failed on August 21,
2009;
-- Security Savings Bank of Henderson, Nevada, which failed on
February 27, 2009; and
-- Strategic Capital Bank of Champaign, Illinois, which failed
on May 22, 2009.
Congress created the Federal Deposit Insurance Corporation in 1933
to restore public confidence in the nation's banking system. The
FDIC insures deposits at the nation's banks and savings
associations, 6,122 as of March 31, 2016. It promotes the safety
and soundness of these institutions by identifying, monitoring and
addressing risks to which they are exposed. The FDIC receives no
federal tax dollars—insured financial institutions fund its
operations.
*********
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.
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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.
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