/raid1/www/Hosts/bankrupt/TCR_Public/160803.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, August 3, 2016, Vol. 20, No. 216
Headlines
05-020 VACAVILLE II: Hires Thomas as Chapter 11 Counsel
06-019 VACAVILLE III: Hires Thomas as Counsel
38 STUDIOS: No Criminal Charges in Collapse
ADIENT GLOBAL: Moody's Assigns Ba2 CFR, Outlook Stable
ALBAUGH LLC: Moody's Retains B1 CFR on $75MM 1st-Lien Term Loan
ALPHA NATURAL: Cancels Securities Registration After Ch.11 Exit
AMSCO STEEL: Court to Take Up Liquidating Plan on Sept. 15
ANTHONY ARNOLD: Plan Outline Ok'd, Confirmation Hearing on Sept. 8
ARCH COAL: DIP Financing Facility Extended to Sept. 30
ARNOLD LAND COMPANY: Disclosures Okayed, Plan Hearing on Sept. 8
ATINUM MIDCON: Wells Fargo Consents to Use of Cash Collateral
ATLAS RESOURCE: Hires Epiq as Claims and Notice Agent
ATLAS RESOURCE: Seeks Joint Administration of Ch. 11 Cases
BTB CORP: Court to Take Up Exit Plan on September 27
C & D PROPERTIES: Court to Take Up Exit Plan on Sept. 27
CAESARS ENTERTAINMENT: Judge Won't Enforce Subpoena v. Apollo
CAPITAL INVESTMENTS: Stafford County Property Sale Approved
CASTLE PINES: Case Summary & Unsecured Creditor
CHAPARRAL ENERGY: Proposes De Minimis Assets Sale Procedures
CHARLES LEONARD: Court Says Sweetwater is Good Faith Buyer
CNO FINANCIAL: S&P Puts 'BB+' ICR on CreditWatch Negative
COOK COUNTY SD: S&P Lowers Rating on GO Debt to BB+, Outlook Neg.
DEJEAN AUTOMOTIVE: Case Summary & 4 Unsecured Creditors
DELL INC: Case Summary & 12 Unsecured Creditors
DEWEY & LEBOEUF: Former Exec DiCarmine Wants Evidence Excluded
DEX MEDIA: Amended Prepack Plan Declared Effective
DUPONT YARD: Case Summary & 5 Unsecured Creditors
EMERALD OIL: Directed to Use Dakota Midstream's Facility
ENERGEN CORP: Moody's Raises CFR to Ba3, Outlook Stable
ENERGY FUTURE: Inks $4.09 Billion Merger Deal with NextEra
ENTERGY MISSISSIPPI: Moody's Affirms Ba1 Rating on Preferred Stock
ESS AUTOMOTIVE: Selling Assets to CEETUS for $40K
EZ MAILING: Accounts Sale to North Mill Approved
FIRST ENERGY: Moody's Lowers Sr. Unsecured Rating to Ba2
FIRST KOREAN: South Bay Church Buying Property for $6.65M
FIRSTENERGY SOLUTIONS: S&P Lowers CCR to BB-, Off CreditWatch
FOUNTAINS OF BOYNTON: Needs Until Nov. 1 to Solicit Plan Acceptance
GAWKER MEDIA: CEO Denton Files for Chapter 11
GNC HOLDINGS: S&P Lowers CCR to 'BB' on Weak Results, CEO Exit
GOSPEL TABERNACLE: Case Summary & 5 Unsecured Creditors
GULFMARK OFFSHORE: Incurs $47.6 Million Net Loss in Second Quarter
HCA INC: Fitch Rates Secured Bank Term Loan 'BB+/RR1'
HCA INC: S&P Retains 'BB' Corporate Credit Rating
HOVNANIAN ENTERPRISES: Fitch Affirms 'CCC' Issuer Default Rating
INTEGER HOLDINGS: S&P Lowers CCR to 'B', Outlook Stable
INTERNATIONAL SHIPHOLDING: Approval of $16M DIP Financing Sought
INTERNATIONAL SHIPHOLDING: Files for Chapter 11 to Restructure
INTERNATIONAL SHIPHOLDING: Hires Prime Clerk as Claims Agent
INTERNATIONAL SHIPHOLDING: Seeks More Time to Schedules
JAMES ALVIN JOSEPH: Disclosure Statement Hearing on Aug. 30
KEY ENERGY: Common Stock Ceased Trading on NYSE
LAGRANGE VENTURES: Interest Should be Calculated at Default Date
LEGACY TRADITIONAL: S&P Lowers 2013 Debt Rating to 'BB-'
LINDA WINDHAM: Sale of FNC Stock Held by FNB Oxford Approved
LINN ENERGY: Asks Court to Extend Plan Filing Date to March 2017
LOUISIANA PELLETS: Court Denies E.ON's Bid for Relief From Stay
MAINE STATE: Chubb's Bid for Summary Judgment Partly Granted
MARYLAND ECONOMIC: S&P Affirms 'BB' Rating on 2015 Revenue Bonds
MEDAK TRUCKING: Case Summary & 20 Largest Unsecured Creditors
MGIC INVESTMENT: S&P Assigns 'BB' Rating on $350MM Sr. Notes
MILLENNIUM SUPER STOP: Hires Jochens as Counsel
MORGAN DREXEN: Law Firms' Bid for Relief From Penalty Rejected
MSCI INC: S&P Affirms 'BB+' CCR & Rates 10-Yr. Unsec. Notes 'BB+'
NET DATA: Asks Court to Extend Plan Filing Date to Aug. 23
OCALA FUNDING: USAmeriBank Settles Trustee Claim for $350,000
OCTAVIA HOMES: Voluntary Chapter 11 Case Summary
OMNOVA SOLUTIONS: S&P Affirms 'B' CCR & Revises Outlook to Pos.
PACIFIC SUNWEAR: Ernie Sibal Steps Down as VP and CFO
PALOSKI SALON: Hires Hodgson Russ as Counsel
PATELKA DENTAL: Hires Calzaretto & Company as Accountants
PICO HOLDINGS: UCP Changes Exec Stock Rules With No Disclosure
PORTER BANCORP: Reports 2nd Quarter 2016 Net Income of $979,000
PRECISION INDUSTRIAL: Disclosures Okayed; Plan Hearing Aug. 17
QUANTUM CORP: Amends Fiscal 2016 2016 Annual Report
QUANTUM CORP: Reports Fiscal First Quarter 2017 Results
ROCKDALE RESOURCES: Has $301-K Net Loss in March 31 Quarter
SALADO SMILES: Selling East West Bank Collateral to Dr. Lufburrow
SANDPOINT CATTLE: Awarded Over $1.8MM in Legal Malpractice Suit
SBA COMMUNICATIONS: S&P Rates Proposed $800MM Sr. Notes 'B'
SETAI 3509: Hires Hoffman Larin as Counsel
SHINGLE SPRINGS: S&P Affirms 'B+' ICR, Outlook Remains Stable
SHRI NATHJI: Case Summary & Unsecured Creditor
SKAGIT GARDENS: Hires Moss Adams as Tax Consultant
SONDIAL PROPERTIES: Case Summary & 14 Unsecured Creditors
STAGE PRESENCE: Court Narrows Claims in "Music Mix Mobile" Suit
SYNCARDIA SYSTEMS: Mulls Private Asset Sale, May Cancel Auction
TANNING BED: Hires John H. Ring III as Special Counsel
TESLA MOTORS: S&P Puts 'B-' CCR on CreditWatch Negative
TJB AIR: Exclusive Period to File Plan Extended to Nov. 25
TREND COMPANIES: Wants Plan Filing Date Extended to Sept. 1
TRIANGLE USA: Duane, Tarlow Representing Mineral Interest Holders
TRIANGLE USA: Plan Support Agreement Rejected
TRINITY 83 DEVELOPMENT: Case Summary & 10 Unsecured Creditors
TX HOLDINGS: Needs More Capital to Implement Business Plan
UCI INTERNATIONAL: Selling Fairfield Facility Assets to Affiliate
UNIVERSAL WELL: Hires Kruse Energy as Auctioneer
UPD GLOBAL: Court Affirms Order Dismissing Suit vs. Continental
WARNER MUSIC: Satisfies Conditions to Term Loan Credit Agreement
WARNER MUSIC: Unit Sold $300 Million Senior Notes Due 2023
WARREN RESOURCES: Plan Gives Unsecured Creditors 2.78% Recovery
WEST ALLIS-WEST: Moody's Lowers Long-Term GO Rating to Ba1
WRWM PARTNERSHIP: Selling Pennsylvania Property for $150K
ZERGA PHIN-KER: Has Until Sept. 16 to Obtain Plan Confirmation
ZERGA PHIN-KER: Recovery for $22.8M Unsec. Claims Still Unknown
[*] Cosgrave Joins K&L Gates' London Finance Practice
*********
05-020 VACAVILLE II: Hires Thomas as Chapter 11 Counsel
-------------------------------------------------------
05-020 Vacaville II Business Trust seeks authority from the U.S.
Bankruptcy Court for the District of Nevada to employ the Law
Office of Timothy Thomas, LLC as counsel to the Debtor.
05-020 Vacaville II requires Thomas to:
- advise the Debtor of their rights and obligations and
performance of duties as a debtor in possession during the
administration of the bankruptcy case;
- counsel and represent the Debtor in all proceedings before
the bankruptcy court or before other courts with
jurisdiction over the cases;
- assist the Debtor in evaluating their legal positions and
strategy and assistance in performing their duties set forth
in 11 U.S.C. Sec. 1107;
Thomas will be paid in the amount of $15,000 as non-refundable
pre-petition retainer for the purpose of preparing and filing the
case on behalf of the Debtor, and negotiations with creditors.
Thomas will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Timothy P. Thomas, member of the Law Office of Timothy Thomas, LLC
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Thomas can be reached at:
Timothy P. Thomas, Esq.
LAW OFFICES OF TIMOTHY P. THOMAS, LLC
1771 E. Flamingo Rd, Ste B-212
Las Vegas, NV 89119
Tel: (702) 227-0011
Fax: (702) 227-0334
E-mail: tthomas@tthomaslaw.com
About 05-020 Vacaville II
05-020 Vacaville II Business Trust, based in Las Vegas, NV, filed a
Chapter 11 petition (Bankr. D. Nev. Case No. 16-12928) on May 27,
2016. The Hon. Bruce T. Beesley presides over the case. Timothy P.
Thomas, Esq., at the Law Office of Timothy Thomas, LLC, as
bankruptcy counsel. In its petition, the Debtor listed $969,900 in
assets and $152,742 in liabilities. The petition was signed by
Peter Becker, manager of trustee.
06-019 VACAVILLE III: Hires Thomas as Counsel
---------------------------------------------
06-019 Vacaville III Business Trust seeks authority from the U.S.
Bankruptcy Court for the District of Nevada to employ the Law
Office of Timothy Thomas, LLC as counsel to the Debtor.
06-019 Vacaville III requires Thomas to:
- advise the Debtor of their rights and obligations and
performance of duties as a debtor in possession during the
administration of the bankruptcy case;
- counsel and represent the Debtor in all proceedings before
the bankruptcy court or before other courts with
jurisdiction over the cases;
- assist the Debtor in evaluating their legal positions and
strategy and assistance in performing their duties set forth
in 11 U.S.C. Sec. 1107;
Thomas will be paid in the amount of $10,000 as non-refundable
pre-petition retainer for the purpose of preparing and filing the
case on behalf of the Debtor, and negotiations with creditors.
Thomas will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Timothy P. Thomas, member of the Law Office of Timothy Thomas, LLC
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Thomas can be reached at:
Timothy P. Thomas, Esq.
LAW OFFICES OF TIMOTHY P. THOMAS, LLC
1771 E. Flamingo Rd, Ste B-212
Las Vegas, NV 89119
Tel: (702) 227-0011
Fax: (702) 227-0334
E-mail: tthomas@tthomaslaw.com
About 06-019 Vacaville III
06-019 Vacaville III Business Trust, based in Las Vegas, NV, filed
a Chapter 11 petition (Bankr. D. Nev. Case No. 16-12929) on May 27,
2016. The Hon. Mike K. Nakagawa presides over the case. Timothy P.
Thomas, Esq., at the Law Office of Timothy Thomas, LLC, as
bankruptcy counsel.
In its petition, the Debtor listed $1.81 million in assets and
$1.04 million in liabilities. The petition was signed by Peter
Becker, manager of trustee.
38 STUDIOS: No Criminal Charges in Collapse
-------------------------------------------
The American Bankruptcy Institute, citing Deirdre Fernandes of The
Boston Globe, reported that after a four-year investigation, Rhode
Island authorities concluded that the $75 million financing package
used by the state in 2010 to lure Curt Schilling's video game
company from Massachusetts is a flawed deal but not a crime.
"A bad deal doesn't always equate to an indictment," Steven G.
O'Donnell, superintendent of the Rhode Island State Police, told
the news agency.
According to the report, O'Donnell and Rhode Island Attorney
General Peter F. Kilmartin said their probe, which included
interviews with more than 140 people and a review of hundreds of
documents, found problems with the deal but no criminal violations.
Kilmartin said the case would remain open in case new evidence
arises out of a civil lawsuit and a fraud case that the Securities
and xchange Commission is pursuing over allegations that a state
economic development agency and Wells Fargo Securities misled
investors over the municipal bonds issued to finance the project,
the report related.
38 Studios LLC, a video-game developer founded by former Boston Red
Sox pitcher Curt Schilling, filed for liquidation on June 8, 2012,
without attempting to reorganize. Although based in Providence,
Rhode Island, the company filed the Chapter 7 petition in Delaware
(Case No. 12-11743).
ADIENT GLOBAL: Moody's Assigns Ba2 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned initial ratings to Adient Global
Holdings Ltd - Corporate Family and Probability of Default Ratings
at Ba2, and Ba2-PD, respectively. In a related action Moody's
assigned a Baa3 rating to Adient's new senior secured credit
facilities, and a Ba3 rating to the new senior unsecured notes.
The Speculative Grade Liquidity Rating is SGL-2. The rating
outlook is stable.
Johnson Controls, Inc. (JCI, Baa2, positive outlook) plans to spin
off its automotive seating and interiors businesses into a
standalone public company named Adient plc. Adient will be an
intermediate holding company subsidiary of Adient plc. The
spin-off is expected to occur on October 31, 2016 following the
completion of JCI's merger with Tyco International plc (Tyco
International Finance, A3, under review for downgrade), targeted
for Sept. 2, 2016.
These ratings were assigned:
Adient Global Holdings Ltd:
Corporate Family Rating, Ba2;
Probability of Default, Ba2-PD;
Baa3 (LGD2), for the $1.5 billion senior secured revolving
credit facility due 2021;
(Note: Adient US LLC, a subsidiary borrower, will be added
following the spin-off.)
Baa3 (LGD2), for the $1.5 billion senior secured term loan
facility due 2021;
Ba3 (LGD5), for the U.S. dollar guaranteed senior unsecured
notes due 2026;
Ba3 (LGD5), for the Euro dollar guaranteed senior unsecured
notes due 2024,
(US$ equivalent of $2 billion for the combined amount of the
notes);
SGL-2, Speculative Grade Liquidity Rating.
Stable Rating Outlook
RATINGS RATIONALE
Adient's Ba2 Corporate Family Rating reflects the company's
competitive position as the world's leading supplier of automotive
seating, with strong regional and customer diversification. This
position supported new business wins accelerating to $4.3 billion
through the third quarter of fiscal 2016 versus the full year
fiscal 2015 of $3.6 billion. Additional restructuring actions also
are expected to support improving EBITA margins over the near-term,
the EBITA margin averaged about 3% in fiscal 2014 and 2015.
Moody's forecasts softening of automotive demand in 2017, after
2016 growth in the U.S. at about 1%, Europe at 4.7%, and China at
6.5%.
About 50% of the company's 2015 revenues were generated in North
America and 39% in Europe/Africa. However, when including
unconsolidated joint-venture operations, combined revenues in 2015
were about $29.5 billion adding considerably more exposure to the
Asian/Pacific markets at about 37% of revenue (North America 35%,
Europe -28%). Adient's customer base also reflects significant
diversity with the top two customers in 2015 representing only
about 24% of consolidated revenues in 2015.
Yet, these positive considerations are balanced by anticipation of
debt to EBITDA of around 3.4x (inclusive of Moody's Standard
Adjustments) at the time of the spin-off, inclusive of Moody's
Standard Adjustments and consideration for dividend income received
from unconsolidated affiliates consistent with Adient's track
record. While leverage compares favorably to other companies also
at the Ba2 category, this leverage is moderate compared to other
auto parts companies given the highly cyclical nature of the
industry, the likely late stage of the industry cycle and the
company's low profit margins. Costs related to the separation of
Adient's operations from JCI are estimated in to be in the range of
$400 - $600 million. These costs are expected to be largely
expensed and funded by the time of the spin-off.
At the time of the spin-off from JCI, Adient's proposed debt
capital structure will be about $3.5 billion, including a $1.5
billion senior secured term loan facility and $2 billion of
unsecured notes. There will also be a $1.5 billion secured
revolver. Upon the date of the spinoff Adient US LLC will be added
as a subsidiary borrower to the revolving credit facility. Adient
will be the issuer of the unsecured notes. Until the spin off, JCI
and/or Tyco International plc (Tyco) will guarantee the secured
debt. Although the JCI debt is higher rated, the ratings on the
secured and unsecured debt look through to the time of the spin
off, so are not rated the same as JCI's other senior unsecured
debt. On the date of the spin-off, Adient plc, and certain of its
wholly owned U.S. and English subsidiaries will guarantee the
secured facilities and the guarantees of JCI and Tyco will
automatically be released. On the date of the spin-off, it is
expected that the term loan and revolving credit facilities will be
secured by a security interest in substantially all of the assets
of Adient, Adient US LLC, and the guarantors, subject to certain
exceptions.
The SGL-2 Speculative Grade Liquidity Rating anticipates that the
company will maintain a good liquidity profile supported by a
strong cash balance, availability under its revolving credit
facility, and our expectation of moderately positive free cash flow
generation. Free cash flow is expected to be in the high single
digit range as a percentage of debt over the initial 12 months.
Adient is expected to have about $500 million of cash on hand while
the $1.5 billion revolving credit facility is expected to be
unfunded. The financial covenant under the senior secured
facilities is expected to include a net leverage ratio test for
which the company is expected to maintain ample covenant cushion
over the near-term.
Adient's stable rating outlook anticipates the company's strong
competitive strengths will be maintained over the intermediate-term
and planned restructuring actions will benefit the cost structure
and improve margins to be more in line with the competitors.
The ratings could be upgraded if Moody's expects Adient to sustain
EBITA margins above 6%, inclusive of restructuring charges, with
Debt/EBITDA approaching 2.0x, supported by positive free cash flow
generation solidly in the high-teens as percentage of debt annually
and balanced financial policies, while maintaining a good liquidity
profile.
The ratings could be downgraded with the expectation of material
deterioration of automotive demand or loss of a major customer, if
EBITA margins are anticipated to be sustained below 5%, or
Debt/EBITDA above 4.0x, or a deterioration in liquidity. Debt
funded acquisitions or large shareholder return actions could also
result a lower outlook or rating.
The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.
Adient plc will be the world's largest automotive seating supplier
with leading market position in the Americas, Europe and China, and
has longstanding relationships with the largest global original
equipment manufacturers (OEMs) in the automotive space. Adient's
automotive seating solutions including complete seating systems,
frames, mechanisms, foam, head restraints, armrests, trim covers
and fabrics. Adient also participates in the automotive interiors
market primarily through its joint venture in China, Yanfeng Global
Automotive Interior Systems Co., Ltd., or YFAI. Revenues for fiscal
2015 were approximately $20 billion.
ALBAUGH LLC: Moody's Retains B1 CFR on $75MM 1st-Lien Term Loan
---------------------------------------------------------------
Moody's Investors Service said Albaugh, LLC's (B1 stable) proposed
$75 million incremental first lien term loan will be used for
general corporate purposes, including capital expenditures and
working capital. The proposed $75 million incremental term loan
due May 2021 will be incorporated into the existing $300 million
senior secured term loan B rated B1 (LGD3), which was originally
rated in April 2014. Albaugh also has a $100 million senior
secured revolving credit facility due May 2019. The incremental
debt has no impact on Albaugh's corporate family rating of B1, its
term loan rating of B1, revolver rating of B1, or stable outlook.
Headquartered in Iowa, US, Albaugh, LLC is a privately-held global
manufacturer and seller of generic herbicides, fungicides,
insecticides, and seed treatments. (In May 5, 2015, Albaugh, Inc.
converted to Albaugh, LLC.) Historically, agrochemicals,
predominantly in the form of herbicides, generate over 80% of the
company's sales. Albaugh has operations in the US and Canada (41%
of sales), Argentina (39%), Brazil (9%), Mexico (7%) and Europe
(4%). Recent events include: the September 2015 acquisition of
Consagro, a Brazilian subsidiary of FMC Corporation, which provides
product registrations and enhances Albaugh's fungicides and
insecticides portfolio in Brazil; as well as the sale of a 20%
interest in Albaugh to Huapont-Nutrichem Co. Ltd for $220 million
in proceeds which were used to fund distributions, capital
expenditures, and liquidity to support seasonal working capital.
For the LTM June 30, 2016, the company generated revenue of
$1.1 billion and EBITDA of $111 million.
ALPHA NATURAL: Cancels Securities Registration After Ch.11 Exit
---------------------------------------------------------------
Following confirmation of its Chapter 11 plan and emergence from
bankruptcy protection, Alpha Natural Resources, Inc. filed with the
Securities and Exchange Commission a Form 15 document to cancel the
registration of these securities:
Common Stock, $0.01 par value -- none
4.875% Convertible Senior Notes Due 2020 -- none
3.75% Convertible Senior Notes Due 2017 -- none
9.75% Senior Notes Due 2018 -- none
6% Senior Notes Due 2019 -- none
6.25% Senior Notes Due 2021 -- none
On July 26, 2016, the United States Bankruptcy Court for the
Eastern District of Virginia entered an order confirming the Second
Amended Joint Plan of Reorganization of the Debtors and Debtors in
Possession covering Alpha Natural Resources and certain of its
subsidiaries. Upon effectiveness of the Plan, all previously issued
equity securities of Alpha Natural Resources, Inc., including the
securities listed in the Form 15, were cancelled and extinguished.
The Debtors on March 7, 2016, filed with the Bankruptcy Court (1) a
proposed plan of reorganization, as amended, modified and
supplemented, for the resolution of certain claims pursuant to
section 1121(a) of the Bankruptcy Code and (2) a related proposed
disclosure statement. On May 26, 2016, the Bankruptcy Court
entered an order approving the Disclosure Statement.
The Plan contemplates that the reorganization of the Debtors will
include two major components:
1. In light of the unprecedented market challenges in the coal
industry, the Debtors will sell certain self-sustaining assets --
Reserve Price Assets -- to a newly formed entity, Contura Energy,
Inc., pursuant to the stalking horse credit bid of the Debtors'
senior secured lenders.
2. The Debtors will reorganize as new entities that operate 18
mines and eight preparation plants. In addition to operating these
facilities, a significant focus of the Reorganized Debtors will be
fulfilling certain reclamation, mitigation and water treatment
obligations relating to their retained assets.
The Plan incorporates a number of settlements with key creditor
constituencies that resolve significant disputes and provide for
the successful restructuring of the Debtors by, among other things,
(1) resolving certain valuation and intercreditor issues critical
to the sale of the Reserve Price Assets, (2) providing for certain
funding for reclamation, mitigation and water treatment obligations
and exit funding for the Reorganized Debtors, (3) providing for
certain recoveries for unsecured creditor classes and (4)
establishing procedures to govern the administration of certain
claims and the management of the Reorganized Debtors after the
effective date of the Plan.
The settlements include, among others, (1) the Global Settlement,
(2) the First Lien Lender Settlement (which incorporates the
Diminution Claim Allowance Settlement and the Unencumbered Assets
Settlement that were conditionally approved by the Bankruptcy Court
by an order entered on May 17, 2016), (3) the Second Lien
Noteholder Settlement, (4) the Resolution of Reclamation
Obligations, (5) the Retiree Committee Settlement, (6) the
Environmental Groups Settlement and (7) the settlement embodied in
the UMWA Funds Settlement Term Sheet.
The Bankruptcy Court confirmed the Plan and approved the sale of
the Reserve Price Assets on July 7, 2016. The Bankruptcy Court
entered an order confirming the Plan on July 12, 2016. The
Confirmation Order includes: (1) as Appendix I thereto, a copy of
the Plan in the form distributed for solicitation on May 27, 2016;
(2) as Appendix II thereto, a blackline document showing
modifications to the solicitation version of the Plan; and (3) as
Appendix III thereto, a notice of confirmation of the Plan and its
effective date.
As of July 26, 2016, all conditions to the occurrence of the
effective date set forth in the Plan and the Confirmation Order
were satisfied or waived in accordance therewith and the effective
date of the Plan occurred. On the same date, the Company filed a
Notice of Effective Date of the Plan with the Bankruptcy Court. A
copy of the Notice of Effectiveness is available at:
https://is.gd/vLrxLa
On March 11, 2016, the Bankruptcy Court entered an order
establishing certain bid and auction procedures for the sale of the
Reserve Price Assets and approving the Stalking Horse Bid as the
lead bid with respect to the NewCo Asset Sale. The Stalking Horse
Bid did not include any bid protections (such as break up fees or
expense reimbursement) and therefore merely set a floor to begin
bidding at no cost to the Debtors' estates. Despite an extensive
marketing and sale process, however, the Board of Directors of the
Company did not qualify any competing bids for the Reserve Price
Assets (other than with respect to the PLR Assets, as defined
below) because all of the alternative proposals that the Debtors
received, as applicable: (1) provided no additional value to the
Debtors' estates; (2) were not economically viable, in the Debtors'
business judgment; (3) contained speculative financing or other
contingencies; and/or (4) represented a material increase in risk
related to completing the Debtors' restructuring. Therefore, on May
13, 2016, the Debtors filed a notice designating the Stalking Horse
Bid as the successful bid for the Reserve Price Assets.
Pursuant to the Stalking Horse APA, the Debtors will transfer or
assign to the Purchaser, an entity formed by the First Lien
Lenders: (1) all assets (including, but not limited to, all mineral
rights, fixed and mobile equipment and logistics assets) used or
held for use primarily in connection with (a) the Alpha Coal West
mine complexes in Wyoming, (b) the McClure and Toms Creek mine
complexes in Virginia and (c) the Nicholas mine complex in West
Virginia; (2) all coal operations and substantially all reserves
located in Pennsylvania, including the Cumberland mine complex, the
Emerald mine complex, the Freeport reserves, the Sewickley reserves
and all assets used or held for use primarily in connection
therewith, including all logistics related assets; (3) the Debtors'
interest in Dominion Terminal Associates, a coal export terminal in
Newport News, Virginia in which the Debtors own a 41% interest; (4)
certain other designated assets, including certain working capital;
and (5) certain unexpired leases and executory contracts.
The Bankruptcy Court approved the NewCo Asset Sale on July 12,
2016, and the NewCo Asset Sale closed on the Effective Date of the
Plan.
Certain natural gas assets in southwestern Pennsylvania owned by
Debtor Pennsylvania Land Resources, LLC were initially included in
the Reserve Price Assets but, upon acceptance of a separate $200
million stalking horse bid for such assets, were removed from the
Reserve Price Assets. Upon removal of the PLR Assets from the
Reserve Price Assets, the Purchaser's Stalking Horse Bid for the
remaining Reserve Price Assets was reduced by $175 million. The
Bankruptcy Court approved the separate stalking horse bid for the
PLR Assets, including certain bid protections, in an order entered
on April 26, 2016. The PLR Assets were sold at an auction held on
May 16, 2016 to Vantage Energy Appalachia II, LLC for $339.5
million in cash. The PLR Asset Sale and the assignment of certain
contracts pursuant to such sale were approved by an order of the
Bankruptcy Court entered on May 26, 2016, and the PLR Asset Sale
closed on June 2, 2016.
A copy of the Asset Purchase Agreement with Contura Energy, Inc.,
is available at:
https://is.gd/rgsjUJ
On June 22, 2016, the Debtors filed with the Bankruptcy Court
syndication procedures pursuant to which certain holders of the
Company's second lien notes were afforded the opportunity to
subscribe to provide financing as lenders under the NewCo ABL
Facility.
The expiration time for the opportunity to subscribe to provide
financing as lenders under the NewCo ABL Facility was 5:00 P.M.,
New York City time, on July 28, 2016. The opportunity to subscribe
to the NewCo ABL Facility was only available to holders of the
Company's second lien notes who are beneficial owners of the second
lien notes as of the earlier of the Expiration Time and the
effective date of the Debtors' plan of reorganization.
For additional information regarding the NewCo ABL Facility
syndication process, holders of second lien notes should contact
Kurtzman Carson Consultants LLC:
ANR NewCo ABL Facility Syndication
c/o KCC
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Telephone: (877) 833-4150
E-mail: anrnewcoabl@kccllc.com
About Alpha Natural Resources
Headquartered in Bristol, Virginia, Alpha Natural --
http://www.alphanr.com/-- is a coal supplier, ranked second
largest among publicly traded U.S. coal producers as measured by
2014 consolidated revenues of $4.3 billion. As of August 2015,
Alpha had 8,000 full time employees across many different states,
with UMWA representing 1,000 of the employees.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of
June 30, 2015, and $7.3 billion in total liabilities as of June
30,
2015.
The petitions were signed by Richard H. Verheij, executive vice
president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the cases.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel. Tyler
P.
Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq.,
and
Justin F. Paget, Esq., serve as the Debtors' local counsel.
Rothschild Group is the Debtors' financial advisor. Alvarez &
Marshal Holdings, LLC, is the Debtors' investment banker.
Kurtzman
Carson Consultants, LLC, is the Debtors' claims and noticing
agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP;
and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M.
Terry, Jr., Esq. at Sands Anderson PC, represent the Committee.
* * *
Alpha Natural Resources, Inc. on March 8, 2016, disclosed that it
has filed a proposed Chapter 11 Plan of Reorganization and a
related Disclosure Statement with the United States Bankruptcy
Court for the Eastern District of Virginia. Together with the
motion seeking approval of a marketing process for Alpha's core
operating assets, these filings provide for the sale of Alpha's
assets, detail a path toward the resolution of all creditor
claims,
and anticipate the emergence of a streamlined and sustainable
reorganized company able to satisfy its environmental obligations
on an ongoing basis.
By selling certain assets as a going concern and restructuring the
company's remaining assets into a reorganized Alpha, the company
is
able to provide maximum recovery to its creditors, while
preserving
jobs and putting itself in the best position to meet its
reclamation obligations.
AMSCO STEEL: Court to Take Up Liquidating Plan on Sept. 15
----------------------------------------------------------
A U.S. bankruptcy judge will consider approval of the Chapter 11
plan of liquidation of AMSCO Steel Company, LLC and Pyndus Steel &
Aluminum Co., Inc., at a hearing on September 15.
Judge Russell Nelms of the U.S. Bankruptcy Court for the Northern
District of Texas will hold the hearing at 1:30 p.m. (Central Time)
at the U.S. Courthouse, Courtroom 204, Second Floor, 501 West Tenth
Street, Fort Worth, Texas.
The bankruptcy judge will also consider at the Sept. 15 hearing the
final approval of the companies' disclosure statement, which he
conditionally approved on July 15.
Judge Nelms gave conditional approval to the disclosure statement
to allow the companies to solicit votes from creditors.
The deadline for creditors to cast their votes is August 22, which
is also the last day for filing objections to the liquidating
plan.
As previously reported by The Troubled Company Reporter, the
Debtors filed with the U.S. Bankruptcy Court for the Northern
District of Texas, Fort Worth Division, a first amended joint
Chapter 11 plan of liquidation and accompanying disclosure
statement following the sale of substantially all of their assets
to DFW Steel, LLC.
The Debtors and DFW Steel closed the sale on October 30, 2015. As
a result of the sale, $2,173,983 in proceeds were paid to
Meridian,
leaving an alleged deficiency of less than $60,000 allegedly owed
to Meridian Bank Texas. Marquette received $268,245 in proceeds.
The remaining net sale proceeds of $43,477 were deposited in the
IOLTA Trust account of Forshey & Prostok in accordance with the
sale order.
The Plan, which is co-proposed by the Official Committee of
Unsecured Creditors, intends to pay general unsecured creditors
their pro rata share of the proceeds deposited into the
post-confirmation trust, subordinate to all payments required to
be
made to holders of allowed administrative and priority claims.
The
estimated amount of general unsecured claims is $6,280,000.
About AMSCO Steel
Before ceasing operations, AMSCO Steel Company, LLC, and Pyndus
Steel & Aluminum Co., Inc., were suppliers and processors of steel
products for a wide variety of customers throughout the United
States and Mexico. AMSCO was formed in 1952 and was located in
Fort Worth, Texas. AMSCO and Pyndus ceased operations on Oct. 30,
2015 and terminated all employees.
AMSCO Steel and Pyndus Steel & Aluminum Co., Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Tex. Lead Case No. 15-43239) on Aug. 10, 2015. The cases are
assigned to Judge Russell F. Nelms.
In September 2015, the Debtor filed its schedules, disclosing
$3,758,449 in assets and $8,663,523 in debt.
The Debtors won approval to hire Forshey & Prostok, LLP, in Forth
Worth, Texas, as counsel; SSG Advisors, LLC and Chiron Financial
Group as investment bankers; Bourland, Wall & Wenzel, P.C., as
special litigation counsel; and Mark M. Jones & Associates, P.C.,
as outside accountants.
The Creditors Committee won approval to hire David Grant Crooks of
Fox Rotschild LLP, as counsel; and Calderone Advisory Group, LLC,
as financial advisor.
ANTHONY ARNOLD: Plan Outline Ok'd, Confirmation Hearing on Sept. 8
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Arkansas is
set to hold a hearing on Sept. 8 to consider approval of the
Chapter 11 plan of reorganization filed by Anthony Arnold.
Creditors have until August 12 to file their objections to the
proposed restructuring plan.
The bankruptcy court had earlier issued an order approving Mr.
Arnold's disclosure statement, allowing him to start soliciting
votes from creditors. The July 15 order set an August 12 deadline
for creditors to cast their votes on the plan.
About Anthony Arnold
Anthony Arnold sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E. D. Ark. Case No. 14-15365). The case is assigned
to Judge Phyllis M. Jones. The Debtor is represented by Jeannette
A. Robertson, Esq., at Robertson Law Firm.
ARCH COAL: DIP Financing Facility Extended to Sept. 30
------------------------------------------------------
Arch Coal, Inc., entered into an amendment to the DIP Credit
Agreement, dated as of July 20, 2016, which extended the
availability period to borrow under the DIP Facility from July 21,
2016 to the earlier to occur of (i) Sept. 30, 2016 and (ii) the
termination of the DIP Facility -- which the Company currently
expects to occur concurrently with its emergence from bankruptcy --
with a corresponding extension to the period during which the 5%
per annum unused commitment fee is applicable.
On Jan. 21, 2016, the Superpriority Secured Debtor-in-Possession
Credit Agreement -- as amended on March 4, 2016, March 28, 2016,
April 26, 2016, June 10, 2016 and June 23, 2016 -- was entered into
by and among the Company, as borrower, certain of the Debtors, as
guarantors, the lenders from time to time party thereto and
Wilmington Trust, National Association, as administrative agent and
collateral agent for the DIP Lenders.
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.
ARNOLD LAND COMPANY: Disclosures Okayed, Plan Hearing on Sept. 8
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Arkansas is
set to hold a hearing on Sept. 8 to consider approval of the
Chapter 11 plan of reorganization of Arnold Land Company LLC.
Creditors have until August 12 to file their objections to the
proposed restructuring plan.
The bankruptcy court had earlier issued an order approving Arnold
Land's disclosure statement, allowing the company to start
soliciting votes from creditors. The July 15 order set an August
12 deadline for creditors to cast their votes on the plan.
About Arnold Land Company
Arnold Land Company, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Ark. Case No. 15-11896). The case is
assigned to Judge Phyllis M. Jones. The Debtor is represented by
Jeannette A. Robertson, Esq., at Robertson Law Firm.
ATINUM MIDCON: Wells Fargo Consents to Use of Cash Collateral
-------------------------------------------------------------
Atinum Midcon I, LLC, filed with the Bankruptcy Court a motion
seeking authority to use cash collateral, in accordance with a
proposed budget, of its prepetition first lien lenders. The Debtor
will use the Cash Collateral to fund its operations and expenses
that will be incurred in marketing and the selling its assets.
The Debtor disclosed that as of the Petition Date it has
approximately $850,000 in cash and may receive additional cash
receipts during the case, all of which constitutes the collateral
of the Prepetition First Lien Lenders.
Wells Fargo Bank N.A., as agent for the Prepetition First Lien
Lenders, supports the use of Cash Collateral.
As of the Petition Date, the Debtor had long-term bank debt of
approximately $365 million:
(A) On Aug. 29, 2012, the Debtor entered into a First Lien Credit
Agreement with certain lenders party thereto and Wells Fargo Bank,
as Administrative Agent and as Issuing Lender that provides for a
four-year, $300 million term loan facility which matures on Aug.
29, 2016. The Debtor's repayment obligations are secured by
mortgages and security interests in substantially all the Debtor's
assets, including its Oil and Gas Interests. The Debtor used the
proceeds from this loan primarily to fund its joint development
obligations to SandRidge. As of the Petition Date, the Debtor had
approximately $265 million outstanding under the Prepetition First
Lien Credit Agreement inclusive of accrued and unpaid interest and
make-whole amounts.
(B) On Aug. 29, 2012, the Debtor also entered into a Second Lien
Credit Agreement with a facility of up to $150 million among the
Debtor, Wells Fargo Energy Capital, Inc., as administrative agent,
and the lenders party thereto. The Debtor's repayment obligations
are secured by second-priority mortgages and security interests in
substantially all of the Debtor's Oil and Gas Interests. As of the
Petition Date, the Debtor had approximately $100 million
outstanding under the Prepetition Second Lien Credit Agreement
inclusive of accrued and unpaid interest and make-whole amounts.
Due to the current oil and gas pricing environment, the value of
the Debtor's Oil and Gas Interests has dropped significantly.
Accordingly, the Debtor believes that the claims under the
Prepetition First Lien Credit Agreement are undersecured and the
claims under the Prepetition Second Lien Credit Agreement are
completely unsecured.
To account for any diminution in value, the Debtor proposes to
provide adequate protection to the Prepetition First Lien Lenders
which will include: (i) replacement liens and a superpriority
administrative expense under Sections 503 and 507 of the Bankruptcy
Code solely to the extent of any diminution in value of the
Prepetition First Lien Lenders' collateral; and (ii) monthly
payment of the fees and expenses of the professionals of the Agent
for the Prepetition First Lien Lenders.
As to the Prepetition Second Lien Lenders, the Debtor believes that
the Prepetition First Lien Lenders are undersecured, rendering the
claims of the Prepetition Second Lien Lenders and any other
purported secured creditors fully unsecured. As such, the Debtor
maintains that adequate protection does not need to be provided to
the Prepetition Second Lien Lenders.
About Atinum Midcon
Headquartered in Houston, Texas, Atinum Midcon I, LLC, was formed
on July 28, 2011, for the purpose of acquiring non-operated working
interests from SandRidge.
On July 22, 2016, the Debtor filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of Texas after
unsuccessful efforts to secure refinancing or equity investment.
The case is assigned to Judge Marvin Isgur.
The Debtor estimates assets and liabilities in the range of $100
million to $500 million.
Andrews Kurth LLP serves as the Debtor's counsel. Claro Group LLC
is the Debtor's financial advisor. Pls. Inc. serves as sales agent
to the Debtor.
ATLAS RESOURCE: Hires Epiq as Claims and Notice Agent
-----------------------------------------------------
Atlas Resource Partners, L.P., and certain of its affiliates filed
an application with the Bankruptcy Court seeking authority to
employ Epiq Bankruptcy Solutions, LLC, as their notice and claims
agent to relieve the Clerk's Office of the administrative burdens
given the number of creditors and other parties-in-interest
involved in their Chapter 11 cases.
Epiq's standard claim administration rates are as follows:
Title Rate/Hour
----- ---------
Clerical/Administrative Support $25-$45
Case Managers $70-$165
IT/Programming $65-$85
Consultants/Directors $160-$190
Executive Vice President/Solicitation $215
Solicitation Consultant $190
The Debtors also seek to reimburse Epiq for all reasonable and
necessary expenses it may incur, upon the presentation of
appropriate documentation, without the need for Epiq to file fee
applications, monthly statements, or otherwise seek Court approval
for the compensation of its services and reimbursement of its
expenses.
Prior to the Petition Date, the Debtors provided Epiq a retainer in
the amount of $10,000. Epiq may apply its retainer to all
prepetition invoices, which retainer will be replenished to the
original retainer amount, and thereafter, Epiq may hold its
retainer under the Engagement Letter during the Chapter 11 case as
security for the payment of fees and expenses incurred under the
Engagement Letter.
Under the terms of the Engagement Letter, the Debtors have agreed
to indemnify, defend, and hold Epiq, its affiliates, parent, and
each such entity's officers, members, directors, agents,
representatives, managers, consultants, and employees harmless
under certain circumstances specified in the Engagement Letter,
except in circumstances resulting solely from Epiq's gross
negligence or willful misconduct.
Epiq represents to the Court that it is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.
About Atlas Resource
Atlas Resource Partners, L.P., a publicly-traded master-limited
partnership, is an independent oil and natural gas company engaged
in the exploration, development, and production of oil and natural
gas properties with operations in basins across the United States.
Atlas Resource Partners, L.P. and 23 of its subsidiaries each filed
a voluntary petition under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Lead Case No. 16-12149) on July 27, 2016. The
petitions were signed by Jeffrey M. Slotterback as chief
financial officer.
In the petition, the Debtors list total assets of $1.32 billion and
total debts of $1.53 billion as of July 20, 2016.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel; Perella Weinberg Partners LP as investment banker; and
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.
ATLAS RESOURCE: Seeks Joint Administration of Ch. 11 Cases
----------------------------------------------------------
Atlas Resource Partners, L.P., et al., ask the Bankruptcy Court to
consolidate their Chapter 11 cases for procedural purposes only.
The Debtors request that the Court maintain one file and one docket
for all of the jointly-administered cases under the case of Atlas
Resource Partners, L.P., Case No. 16-12149.
The Debtors anticipate that numerous notices, applications,
motions, other pleadings, hearings, and orders in these Chapter 11
cases will affect all of them.
David M. Turetsky, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, one of the Debtors' attorneys, said that joint administration
will ease the burden on the United States Trustee in supervising
these bankruptcy cases. He maintained that joint administration
will also save time and money and avoid duplicative and potentially
confusing filings.
According to the Debtors, the relief sought is solely procedural
and is not intended to affect substantive rights. Each creditor
and other party-in- interest will maintain whatever rights it has
against the particular estate in which it allegedly has a claim or
right.
About Atlas Resource
Atlas Resource Partners, L.P., a publicly-traded master-limited
partnership, is an independent oil and natural gas company engaged
in the exploration, development, and production of oil and natural
gas properties with operations in basins across the United States.
Atlas Resource Partners, L.P. and 23 of its subsidiaries each filed
a voluntary petition under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Lead Case No. 16-12149) on July 27, 2016. The
petitions were signed by Jeffrey M. Slotterback as chief financial
officer.
In the petition, the Debtors list total assets of $1.32 billion and
total debt of $1.53 billion as of July 20, 2016.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel; Perella Weinberg Partners LP as investment banker; and
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.
BTB CORP: Court to Take Up Exit Plan on September 27
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico is set to
hold a hearing on September 27, at 09:00 a.m., to consider approval
of the plan proposed by BTB Corp. to exit Chapter 11 protection.
The bankruptcy court had earlier issued an order approving BTB
Corp.'s disclosure statement, allowing the company to start
soliciting votes from creditors.
The court order dated July 15 required creditors to submit their
ballots and file their objections to the restructuring plan before
14 days prior to the Sept. 27 hearing.
About BTB Corporation
BTB Corporation was organized in 2003 to be engaged in bitumen
supply activities and the rendering of any other services which may
be complementary to such activities. Debtor initiated operations
from a leased terminal and storage facility located in Penuelas,
Puerto Rico.
In 2007, BTB acquired 100% of the stock of The Placco Company of
Puerto Rico, Inc., ("PLACCO"), a corporation organized under the
laws of Puerto Rico on May 10, 1988 primarily to manufacture,
produce, process and sell bitumen and other related or similar
products. PLACCO became a wholly owned subsidiary of BTB, and is
the owner of the bitumen terminal leased by BTB from where BTB
operates its business in Guaynabo, Puerto Rico.
In 2012, the current majority shareholders acquired BTB from IOTC
Asphalt, LLC, retaining Mr. Juan Vazquez as President of the
Company.
BTB Corporation sought Chapter 11 protection (Bankr. D.P.R. Case
No. 15-03681) in Old San Juan, Puerto Rico, on May 17, 2015.
Samuel Lizardi signed the petition as interim president. The
Debtor disclosed total assets of $16.5 million and total
liabilities of $13.2 million.
BTB said it sought bankruptcy protection as it is unable to meet
obligations as they mature, and creditors are threatening suit and
have threatened to undertake steps to obtain possession of its
assets.
The Debtor tapped Alexis Fuentes Hernandez, Esq., at Fuentes Law
Offices, LLC, as its counsel.
C & D PROPERTIES: Court to Take Up Exit Plan on Sept. 27
--------------------------------------------------------
A U.S. bankruptcy judge will consider approval of the Chapter 11
plan of reorganization of C & D Properties of Missouri LLC at a
hearing on September 27.
Judge Cynthia Norton of the U.S. Bankruptcy Court for the Western
District of Missouri will hold the hearing at 2:00 p.m., at the
U.S. Courthouse, Courtroom 6A, 400 East Ninth Street, Kansas City,
Missouri.
The bankruptcy judge will also consider at the hearing the final
approval of the company's disclosure statement, which she
conditionally approved on July 15.
The deadline for voting creditors to submit their ballots is
September 2, which is also the last day for filing objections to
the plan.
The restructuring plan proposes to pay the claims of Midwest
Regional Bank, Jackson County Collector and the Internal Revenue
Service.
Under the plan, a monthly payment of $2,608 will be made to Midwest
on account of its secured claim in the amount of $340,000. IRS'
unsecured priority claim in the amount of $500 will be paid off in
the first year of the plan, with quarterly payments of $125.
Meanwhile, Jackson County Collector's $20,497 secured priority
claim will be paid over the 60 months of the plan, with a monthly
amount of $300. Any balance remaining by the 58th month of the
plan will be paid in full.
About C & D Properties
C & D Properties of Missouri LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 16-40525) on March
2, 2016.
The case is assigned to Judge Cynthia A. Norton. The Debtor is
represented by George J. Thomas, Esq., at Phillips & Thomas LLC.
CAESARS ENTERTAINMENT: Judge Won't Enforce Subpoena v. Apollo
-------------------------------------------------------------
Jessica Corso, writing for Bankruptcy Law360, reported that U.S.
Bankruptcy Judge A. Benjamin Goldgar on Aug. 1 said that it wasn't
within his power to sanction private equity firm Apollo for missing
two deposition deadlines in the Caesars bankruptcy case, telling
the creditors committee that requested the punishment that it
should seek remedy in New York City, instead. Judge Goldgar told
the second-lien noteholders committee of Caesars Entertainment
Operating Co. that he was prohibited by the bankruptcy code from
enforcing a subpoena against Apollo Global Management LLC partners
David Sambur and Mark Rowan.
Jacqueline Palank, writing for The Wall Street Journal Pro
Bankruptcy, reported that holdout bondholders in the $18 billion
restructuring of Caesars Entertainment Corp.'s operating unit have
asked a bankruptcy judge to slap sanctions on Apollo Global
Management after an Apollo official allegedly failed to show for a
deposition.
The junior bondholders, the lone major creditor group that hasn't
backed the restructuring of Caesars's main casino operating unit,
are seeking to question Messrs. Sambur and Rowan in connection
with
deals that preceded the Caesars unit's chapter 11 filing in
January
2015, the report further related. The bondholders claim the deals
essentially looted the struggling Caesars unit of valuable assets
for the benefit of Caesars and its private-equity owners, Apollo
and TPG, which Caesars and its owners dispute, 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.
* * *
The U.S. Bankruptcy Court for the Northern District of Illinois
approved the adequacy of the disclosure statement explaining the
second amended joint Chapter 11 plan of reorganization of Caesars
Entertainment Operating Company Inc. and its debtor-affiliates.
The Court set Oct. 31, 2016, at 4:00 p.m. (prevailing Central Time)
as last day for any holder of a claim entitle to vote to accept or
reject the Debtors' plan.
A hearing is set for Jan. 17, 2017, at 10:30 a.m. (prevailing
Central Time) in Courtroom No. 642 in the Everett McKinley Dirksen
United States Courthouse, 219 South Dearborn Street, Chicago,
Illinois, to confirm the Debtors' plan. Objections to
confirmation, if any, are due Oct. 31, 2016, at 4:00 p.m.
(prevailing Central Time).
CAPITAL INVESTMENTS: Stafford County Property Sale Approved
-----------------------------------------------------------
Judge Brian F. Kenney of the U.S. Bankruptcy Court for the Eastern
District of Virginia authorized Capital Investments, LLC, to sell
the property located at 506 Clubhouse Rd., Fredericksburg, Stafford
County, Virginia to John J. West and Wilmer L. Fields, Jr. for
$155,000.
Judge Kenney also authorized the settlement agent for the
transaction to disburse at closing the proceeds of the sale of the
Property to pay the following:
a. all seller closing costs;
b. all unpaid real estate taxes;
c. a sum of equal to 1.5% of the purchase price to G.W.
Investments, Inc.;
d. the estate carve out (a carved-out of $1,500, all legal fees
incurred by the Debtor, any fees for management services provided
by Analytic Financial Group, LLC, and the Pro Rata Quarterly Fees);
and
e. all remaining net proceeds to John Marshall Bank.
About Capital Investments
Capital Investments, LLC, sought Chapter 11 protection (Bankr. E.D.
Va. Case No. 15-13600) on Oct. 15, 2015. The Hon Judge Robert G.
Mayer is assigned to the case. The Debtor estimated assets of $1
million to $10 million and $1 million to $10 million in debt. The
petition was signed by Abbas Ghassemi, manager.
CASTLE PINES: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: Castle Pines Group, LLC
256 Paper Lane
Clarkesville, GA 30523
Case No.: 16-21508
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: August 1, 2016
Court: United States Bankruptcy Court
Northern District of Georgia (Gainesville)
Debtor's Counsel: Bradley J. Patten, Esq.
SMITH, GILLIAM, WILLIAMS AND MILES, P.A.
P.O. Box 1098
Gainesville, GA 30503
Tel: 770-536-3381
E-mail: bpatten@sgwmfirm.com
Total Assets: $1.7 million
Total Liabilities: $1.65 million
The petition was signed by Vernon Mintz, managing member.
The Debtor lists American Microloan, LLC, as an unsecured creditor
holding a claim of $100,000.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/ganb16-21508.pdf
CHAPARRAL ENERGY: Proposes De Minimis Assets Sale Procedures
------------------------------------------------------------
Chaparral Energy, Inc., and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to authorize the implementation
of the asset sale procedures and the asset abandonment procedures
for the sale and transfer, or abandonment of certain de minimis
assets.
A hearing for the Motion is set for Aug. 17, 2016 at 3:00 p.m.
(ET). The objection deadline is on Aug. 10, 2016 at 4:00 p.m.
(ET).
In connection with their ongoing operations, the Debtors routinely
sell, transfer or abandon assets that are obsolete, burdensome, or
of little or no usable value to the Debtors' estates, including,
among others, oil, gas, and mineral leases, real property,
machinery, equipment, supplies, tools, fixtures, office furniture,
and other miscellaneous assets ("De Minimis Assets").
Continuing to sell, transfer, or abandon De Minimis Assets during
the Chapter 11 cases will eliminate the cost of maintaining
nonessential property and will generate additional cash to fund
ongoing operations, including the purchase or construction of
replacement assets.
The proposed procedures provide that with regard to the sale or
transfer of De Minimis Assets in any individual transaction or
series of related transactions to a single buyer or group of
related buyers with a sale price less than or equal to $400,000,
the Debtors are authorized to consummate such transactions without
further order of the Court or notice to any party.
With regard to the sale or transfer of De Minimis Assets in any
individual transaction or series of related transactions to a
single buyer or group of related buyers with a sale price greater
than $400,000 and less than or equal to $4 million, at least 10
days prior to such transaction, the Debtors are required to give
written notice of such sale or transfer to notice parties and may
proceed with the transaction absent an objection. The notice
parties are:
(1) the United States Trustee;
(2) counsel to the administrative agent for the Debtors'
prepetition secured financing;
(3) counsel to the indenture trustee under the Debtors' 9.875%
senior notes due 2020;
(4) counsel to the indenture trustee under the Debtors' 8.25%
senior notes due 2021;
(5) counsel to the indenture trustee under the Debtors' 7.625%
senior notes due 2022;
(6) counsel to the ad hoc committee of the holders of the
Debtors' prepetition unsecured notes;
(7) counsel to any creditor asserting a lien on the relevant
assets;
(8) any interested or affected governmental or regulatory
entity;
(9) those parties requesting notice pursuant to Bankruptcy Rule
2002; and
(10) all parties entitled to notice pursuant to Local Rule
9013-1(m).
To the extent the Debtors are unable to sell De Minimis Assets, the
Debtors propose to abandon De Minimis Assets with a book value as
recorded in the Debtors' books and records of $4 million or less
by, among other things, providing at least 10 calendar days'
written notice.
Commencing on Sept. 1, 2016, and every month thereafter, the
Debtors will file a report with the Court listing all assets
abandoned pursuant to the Asset Abandonment Procedures for the
preceding month.
Counsel for the Debtors:
Brendan J. Schlauch
Mark D. Collins
John H. Knight
Joseph C. Barsalona II
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King St.
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
E-mail: collins@rlf.com
knight@rlf.com
barsalona@rlf.com
schlauch@rlf.com
- and -
Richard A. Levy
Keith A. Simon
David F. McElhoe
LATHAM & WATKINS LLP
885 Third Avenue
New York, New York 10022-4834
Telephone: (212) 906-1200
Facsimile: (212) 751-4864
E-mail: richard.levy@lw.com
keith.simon@lw.com
david.mcelhoe@lw.com
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 (Bankr. D. Del. 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 Debtors continue to manage and operate their businesses as
debtors in possession pursuant to Sections 1107 and 1108 of the
Bankruptcy Code. No trustee or examiner has been requested in the
Chapter 11 Cases and no committees have yet been appointed.
CHARLES LEONARD: Court Says Sweetwater is Good Faith Buyer
----------------------------------------------------------
Judge Thomas L. Saladino of the United States Bankruptcy Court for
the District of Nebraska ruled on the parties' cross-motions for
summary judgment in the adversary proceeding captioned SWEETWATER
CATTLE COMPANY, L.L.C., and FARM CREDIT SERVICES OF AMERICA, PCA,
Plaintiffs, v. LEIGH MURPHY d/b/a MURPHY CATTLE COMPANY, Defendant,
No. A16-8002 (Bankr. D. Neb.). The judge granted the motion filed
by Sweetwater Cattle Company, L.L.C. and Farm Credit Services of
America, PCA. The amended motion for summary judgment filed by
Leigh Murphy doing business as Murphy Cattle Company was denied.
Judge Saladino found that the bill of sale sent by Murphy with the
cattle when they were delivered to Charles Leonard and shipped to
Sweetwater's feedlot was valid among the parties, giving Leonard
ownership of the cattle, which he then transferred to Sweetwater
and Farm Credit as collateral for a loan. Thus, the judge held
that Sweetwater and Farm Credit, as good faith purchasers for
value, hold superior rights to the proceeds of the sale of the
cattle.
The bankruptcy case is IN THE MATTER OF: CHARLES DONALD LEONARD and
MARGARET ROSE LEONARD, Chapter 11, Debtor(s), Case No. BK15-82016
(Bankr. D. Neb.).
A full-text copy of Judge Saladino's July 22, 2016 order is
available at https://is.gd/WwSxvu from Leagle.com.
Sweetwater Cattle Company, L.L.C. is represented by:
David W. Pederson, Esq.
PEDERSON LAW OFFICE
315 N Dewey St
North Platte, NE 69101
Tel: (308)532-9744
Farm Credit Services Of America, PCA is represented by:
Jim R. Titus, Esq.
MORRIS & TITUS LAW FIRM, PC, LLO
4645 Normal Blvd., Ste. 272
Lincoln, NE 68506
Email: jtitus@morristituslaw.com
Leigh Murphy d/b/a Murphy Cattle Company is represented by:
Robert M. Gonderinger, Esq.
David J. Skalka, Esq.
CROKER, HUCK LAW FIRM
2120 S. 72nd Street, Suite 1200
Omaha, NE 68124
Tel: (402)391-6777
Fax: (402)390-9221
CNO FINANCIAL: S&P Puts 'BB+' ICR on CreditWatch Negative
---------------------------------------------------------
S&P Global Ratings said that it placed its 'BB+' issuer credit
rating on CNO Financial Group Inc. and its 'BBB+' counterparty
credit and financial strength ratings on CNO Financial's operating
subsidiaries (Bankers Life, Colonial Penn, and Washington National)
on CreditWatch with negative implications. S&P will resolve the
CreditWatch placement after reviewing CNO Financial's audit and any
additional information S&P may has surrounding a potential status
quo relationship with Beechwood Re or a recapture of its reinsured
business and a prospective review of the company's capitalization
metrics and enhanced enterprise risk management as a result of this
series of events.
S&P placed the ratings on CreditWatch negative to reflect the
limited amount information available on the potential repercussions
of the federal probe into Platinum Partners and Platinum's ties to
Beechwood Re. This probe could result in many different outcomes
surrounding CNO Financial's reinsured long-term care blocks of
business from a status quo relationship with enhanced oversight
with Beechwood Re to a partial or full recapture of the reinsured
liabilities and assets from Beechwood Re. Furthermore, S&P would
need to have further discussions with the company surrounding its
overall risk controls and, more specifically, its counterparty
credit risk measures.
To resolve the CreditWatch placement, S&P will need to have better
insight into Beechwood Re's ties with Platinum as well as an
improved understanding of CNO Financial's plans regarding these
reinsured blocks of business. Should CNO Financial's management
bring those assets and liabilities onto its primary operating
subsidiaries' balance sheets--by choice or because it was required
to--the consolidated enterprise will face additional statutory
capital strain as per S&P's risk-based model. This--coupled with
the company's relatively aggressive capital-management
strategies--cause us to question the prospective capital adequacy
as per S&P's risk-based capital model of the consolidated group.
If CNO Financial were to recapture the reinsured business to
Beechwood Re either voluntarily or involuntarily, the company's
prospective capital adequacy as measured per S&P's risk-based
capital model, barring us having knowledge of any prospective
management plans, will not be consistent with S&P's current credit
metrics. As such, S&P would consider lowering the ratings or
affirming them and assigning a negative outlook.
If CNO Financial were to recapture the reinsured business to
Beechwood Re either voluntarily or involuntarily along with having
a prospective plan to ready its operations for these liabilities
through increased capital metrics in the neighborhood of 500%
pre-recapture, S&P would likely affirm the ratings and assign a
positive outlook. Understanding there are still many unknowns
surrounding this and the varying outcomes associated with this
unique situation, it would be very difficult to provide precise
details surrounding its potential return to a positive outlook,
barring the presence of enhanced risk controls with Beechwood Re
and heightened oversight by CNO Financial into Beechwood's
operations.
If S&P believes that CNO Financial's capitalization could withstand
such an action, S&P would likely affirm the ratings and assign a
stable outlook. Evidence of this could include decreases in
dividend capabilities and share repurchases.
COOK COUNTY SD: S&P Lowers Rating on GO Debt to BB+, Outlook Neg.
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on Cook County
School District No. 169 (Ford Heights), Ill. GO debt to 'BB+' from
'BBB'. The outlook is negative.
At the same time, S&P assigned its 'BB+' long-term rating to the
district's series 2016 taxable general obligation (GO) school bonds
(alternate revenue source).
The lowered rating reflects the district's increasing debt burden
on a per-capita and a percentage-of-market-value basis, coupled
with elevated carrying charges. The lowered rating also reflects
S&P's opinion that the debt service on the bonds will not match the
time period that the district intends to use bond proceeds. S&P
believes the district will continue to face uncertainties to
business, financial and economic conditions. However, S&P believes
the district currently has the capacity to meet its financial
commitments given its very strong level of reserves.
"The negative outlook reflects the district's continued reliance on
market access to issue bonds, which support general fund operations
and the lack of progress on returning to balanced operations," said
S&P Global Ratings credit analyst Andrew Truckenmiller. "We
understand that there is no specific timeframe for the district to
return to balanced operations without the use of school funding
bonds or transfers from other funds."
DEJEAN AUTOMOTIVE: Case Summary & 4 Unsecured Creditors
-------------------------------------------------------
Debtor: DeJean Automotive, Inc.
5213 Twin City Hwy.
Port Arthur, TX 77642
Case No.: 16-10372
Chapter 11 Petition Date: August 1, 2016
Court: United States Bankruptcy Court
Eastern District of Texas (Beaumont)
Debtor's Counsel: Frank J. Maida, Esq.
MAIDA LAW FIRM, P.C.
4320 Calder Avenue
Beaumont, TX 77706-4631
Tel: (409) 898-8200
Fax: (409)898-8400
E-mail: maidalawfirm@gt.rr.com
fjmaida@aol.com
Total Assets: $1.05 million
Total Liabilities: $798,239
The petition was signed by Christopher DeJean, president.
A copy of the Debtor's list of four unsecured creditors is
available for free at http://bankrupt.com/misc/txeb16-10372.pdf
DELL INC: Case Summary & 12 Unsecured Creditors
-----------------------------------------------
Debtor: Dell, Inc.
dba Quality RV
3801 West Chelsea Road
Monticello, MN 55362
Case No.: 16-42287
Chapter 11 Petition Date: August 1, 2016
Court: United States Bankruptcy Court
District of Minnesota (Minneapolis)
Judge: Hon. William J Fisher
Debtor's Counsel: Steven B Nosek, Esq.
STEVEN NOSEK, P.A.
2855 Anthony Ln S, Ste 201
St Anthony, MN 55418
Tel: 612-335-9171
E-mail: snosek@noseklawfirm.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Todd D. Olson, chief executive officer.
A copy of the Debtor's list of 12 unsecured creditors is available
for free at http://bankrupt.com/misc/mnb16-42287.pdf
DEWEY & LEBOEUF: Former Exec DiCarmine Wants Evidence Excluded
--------------------------------------------------------------
Brandon Lowrey, writing for Bankruptcy Law360, reported that former
Dewey & LeBoeuf Executive Director Stephen DiCarmine on Aug. 1
exchanged fire with prosecutors over which evidence will be
permitted in his coming New York state retrial over charges that he
and others defrauded lenders and investors prior to the mega-firm's
collapse. Mr. Stephen DiCarmine accused prosecutors of trying to
downplay the earlier jury's decision to acquit him of 21 counts of
falsifying business records, and evidence relating to that should
be excluded, he said.
As reported by the Troubled Company Reporter on May 31, 2016,
Matthew Goldstein of The New York Times' DealBook, said the retrial
of two former Dewey & LeBoeuf executives for fraud will go ahead
without one of the defendants representing himself, which was under
consideration a few weeks ago. Instead, Stephen DiCarmine, the
former executive director at Dewey, has retained a new lawyer to
defend him at the coming trial, which is now scheduled to begin
early next year in New York State Supreme Court in Manhattan,
according to the report. His new lawyer is Rita Glavin, Esq. --
glavin@sewkis.com -- a partner at Seward & Kissel and a former
federal prosecutor, the report added.
About Dewey & LeBoeuf
Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.
Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929. In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.
At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe. When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.
Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28. All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure. The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate. The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.
The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million. The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.
Judge Martin Glenn oversees the case. Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy
Solutions LLC serves as claims and notice agent. The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.
JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP. JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors. The Noteholders hired
Bingham McCutchen LLP as counsel.
The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners. The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel. The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.
FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.
Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March. The plan created
a trust to collect and distribute remaining assets. The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.
DEX MEDIA: Amended Prepack Plan Declared Effective
--------------------------------------------------
The Hon. Kevin Gross on July 15, 2016, entered an order approving
the Disclosure Statement for, and confirming, the Amended Joint
Prepackaged Chapter 11 Plan of Dex Media, Inc., and its
debtor-affiliates.
The Effective Date of the Plan occurred on July 29, 2016.
The Notice of Plan Effective provides any objection to the
assumption of an Executory Contract or Unexpired Lease under the
Plan must be filed with the Bankruptcy Court on or before 30 days
after the Effective Date. Any objection will be scheduled to be
heard by the Bankruptcy Court at the Debtors' or Reorganized
Debtors', as applicable, first scheduled omnibus hearing for which
such objection is timely filed. Any counterparty to an Executory
Contract or Unexpired Lease that fails to timely object to the
proposed assumption of any Executory Contract or Unexpired Lease
will be deemed to have consented to such assumption.
As reported by the Troubled Company Reporter on July 18, 2016, Dex
Media said confirmation of the Plan represents the final legal step
before Dex Media can emerge from Chapter 11 within the next few
weeks with $1.8 billion less total debt and significantly increased
financial flexibility.
Material terms of the confirmed Plan include:
-- Dex Media's total debt will be reduced from $2.4 billion to
$600 million.
-- Dex Media's senior secured lenders will exchange their
current $2.12 billion of claims for a new $600 million first-lien
term loan; 100% of the equity of the reorganized Dex Media,
subject
to dilution from a management incentive plan; and a cash
distribution upon emergence from bankruptcy.
-- Dex Media's unsecured noteholders will receive a $5 million
cash payment and warrants to purchase up to 10% of the
post-reorganized equity in exchange for their approximately $300
million in claims.
-- All allowed trade vendor claims will be paid in full.
-- Dex Media will emerge from Chapter 11 as a privately held
company. All of Dex Media's current outstanding shares of common
stock will be canceled with no distribution to the existing
holders.
Dex Media's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal North America, LLC serves
as its restructuring advisor, and Andrew Hede from Alvarez &
Marsal
serves as Chief Restructuring Officer. Moelis & Company LLC is the
Company's investment banker for the restructuring. The steering
committee of the ad hoc group of Dex Media's senior secured
lenders
is represented by Milbank, Tweed, Hadley & McCloy LLP as legal
advisor and Houlihan Lokey as financial advisor in connection with
the restructuring. JPMorgan Chase Bank, N.A. and Deutsche Bank
Trust Company Americas, as agents under certain of the senior
secured credit agreements, are represented by Simpson Thacher &
Bartlett LLP as legal advisor to the agents.
About Dex Media
DFW Airport, Texas-based Dex Media, Inc. -- aka Newdex, Inc., Dex
One Corporation, R.H. Donnelley Corporation -- provides marketing
solutions to more than 400,000 business clients across the U.S.
Dex Media filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 16-11200) on May 16, 2016.
Affiliates Dex Media East, Inc. (Bankr. D. Del. Case No.
16-11201),
Dex Media Holdings, Inc. (Bankr. D. Del. Case No. 16-11202), Dex
Media Service LLC (Bankr. D. Del. Case No. 16-11203), Dex Media
West, Inc. (Bankr. D. Del. Case No. 16-11204), Dex One Digital,
Inc. (Bankr. D. Del. Case No. 16-11205), Dex One Service, Inc.
(Bankr. D. Del. Case No. 16-11206), R.H. Donnelley APIL, Inc.
(Bankr. D. Del. Case No. 16-11207), R.H. Donnelley Corporation
(Bankr. D. Del. Case No. 16-11208), R.H. Donnelley Inc. (Bankr. D.
Del. Case No. 16-11209), SuperMedia Inc. (Bankr. D. Del. Case No.
16-11210), SuperMedia LLC (Bankr. D. Del. Case No. 16-11211), and
SuperMedia Sales Inc. (Bankr. D. Del. Case No. 16-11212) filed for
Chapter 11 bankruptcy protection on the same day.
The petitions were signed by Andrew Hede, chief restructuring
officer.
James H.M. Sprayregen, P.C, Marc Kieselstein, P.C., Adam Paul,
Esq., and Bradley Thomas Giordano, Esq., at Kirkland & Ellis LLP
and Kirkland & Ellis International LLP serve as the Debtors'
general bankruptcy counsel.
Patrick A. Jackson, Esq., and Pauline K. Morgan, Esq., at Young
Conaway Stargatt & Taylor, LLP, serve as the Debtors' co-counsel.
Moelis & Company LLC is the Debtors' investment banker. KPMG LLP
is the Debtors' tax advisor. Ernst & Young LLP is the Debtor's
auditor. Epiq Bankruptcy Solutions is the Debtors' notice, claims
& administrative agent.
The Debtors listed $1.26 billion in total assets as of Dec. 31,
2015, and $2.65 billion in total debts as of Dec. 31, 2015.
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in
the
Chapter 11 case of Dex Media, Inc.
DUPONT YARD: Case Summary & 5 Unsecured Creditors
-------------------------------------------------
Debtor: Dupont Yard, Inc.
Post Office Box 208
Homerville, GA 31634
Case No.: 16-70808
Chapter 11 Petition Date: August 1, 2016
Court: United States Bankruptcy Court
Middle District of Georgia (Valdosta)
Debtor's Counsel: Thomas D. Lovett, Esq.
KELLEY, LOVETT, & BLAKEY, P.C.
P.O. Box 1164
2912-B North Oak Street
Valdosta, GA 31603-1164
Tel: 229-242-8838
E-mail: rbush@kelleylovett.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Steve Conner, CEO.
A copy of the Debtor's list of five unsecured creditors is
available for free at http://bankrupt.com/misc/gamb16-70808.pdf
EMERALD OIL: Directed to Use Dakota Midstream's Facility
--------------------------------------------------------
Bankruptcy Judge Kevin Gross on Aug. 1. 2016, granted an oral
motion filed by Dakota Midstream, LLC, for a temporary restraining
order to prohibit Emerald Oil, Inc., from transporting oil and
water by truck and to cease flaring excess oil.
Judge Gross directed the Debtors to utilize Dakota's facility.
The Court made those decisions to maintain the status quo, finding
that Dakota would be irreparably harmed, and balancing the
hardships favored Dakota. The Court also said Dakota stood the
likelihood of prevailing on the merits of the parties' adversary
proceeding in which the Debtors seek a ruling from the Court that
the dedication agreements do not run with the land.
The Debtors requested -- and the Court granted -- several days for
the Debtors to cease their trucking operations.
The adversary case is Emerald Oil, Inc., et al., Plaintiffs, v.
Dakota Midstream, LLC, et al., Adv. Proc. No. 16-50998 (Bankr. D.
Del.).
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. The Committee retains Whiteford, Taylor &
Preston LLC as Delaware counsel, and Akin Gump Strauss Hauer & Feld
LLP as co-counsel.
ENERGEN CORP: Moody's Raises CFR to Ba3, Outlook Stable
-------------------------------------------------------
Moody's Investors Service upgraded Energen Corporation's Corporate
Family Rating to Ba3 from B1, its Probability of Default Rating to
Ba3-PD from B1-PD, and senior unsecured notes ratings to B2 from
B3. The Speculative Grade Liquidity (SGL) Rating was raised to
SGL-1. The outlook was changed to stable from negative.
"Energen's upgrade to Ba3 is driven by the substantial progress
made by the company in mitigating its future covenant compliance
risk, reducing its debt and improving its liquidity. Proceeds from
equity issuance and asset sales have greatly improved Energen's
forecasted credit metrics for 2017 and the cash balances will allow
the company to pursue production growth at reasonable returns" said
Sreedhar Kona, Moody's Senior Analyst.
A list of ratings actions is:
Upgrades:
Issuer: Energen Corporation
Corporate Family Rating, Upgraded to Ba3 from B1
Probability of Default Rating, Upgraded to Ba3-PD from B1-PD
Senior Unsecured Notes Ratings, Upgraded to B2 (LGD 5) from B3
(LGD5)
Senior Unsec. Shelf, Upgraded to (P) B2 from (P) B3
Senior Unsecured Medium-Term Note Program, Upgraded to (P) B2
from (P) B3
Raised
Issuer: Energen Corporation
Speculative Grade Liquidity Rating, Raised to SGL-1 from SGL-3
Outlook Actions
Issuer: Energen Corporation
Changed to Stable from Negative
RATINGS RATIONALE
Energen's issuance of equity in the first quarter of 2016, asset
sales completed through mid-July 2016 and asset sales expected to
be completed by the end of August 2016 will have raised combined
proceeds totaling approximately $930 million. This has resulted in
meaningful debt reduction and bolstered the company's liquidity
position significantly. The future covenant compliance risk has
been well mitigated and the debt reduction combined with the
marginal improvement in the commodity price environment have
substantially improved Energen's forecasted credit metrics compared
to Moody's expectations earlier this year. Moody's projects
Energen's retained cash flow to debt ratio to be around 28% at the
end of 2016.
The Ba3 Corporate Family Rating (CFR) considers Energen's very low
leverage metrics, very good liquidity and ability to grow its
production at reasonable returns even in a low commodity price
environment. The strengths are offset by its relatively small
reserves and production scale and basin concentration. The scale
of Energen's E&P business (post its 2016 asset sales), with
production of approximately 53,000 Boe per day and projected proved
developed reserves of approximately 200 million Boe at the end of
2016, is relatively small for its rating category.
The B2 rating on Energen's senior unsecured notes reflects their
subordination to the $1.05 billion senior secured revolving credit
facility, which has a priority claim on the company's assets. While
Moody's Loss Given Default methodology would suggest a B1 rating on
the unsecured notes, Moody's views the B2 rating as more
appropriate since a slight increase in the borrowing base or higher
than anticipated utilization of the revolver for capital spending
or acquisitions would result in the unsecured notes being rated two
notches below the CFR.
Moody's anticipates that Energen will maintain a very good
liquidity profile through the first half of 2017 as reflected by
its SGL-1 rating. The company significantly bolstered its
liquidity in recent months through an equity offering that raised
approximately $381 million in net proceeds and various firm asset
sale agreements for gross proceeds totaling approximately
$550 million, with most of these sales already completed and the
rest expected to be completed by the end of August 2016. Pro forma
for these asset sales, the cash balance as of March 31, 2016 would
be approximately $588 million. The cash raised through these
transactions positions the company to fund Moody's forecasted
outspend of cash flow of around $250 - $300 million in each of 2016
and 2017 as the company increases capital spending to grow its
production. The company also has an undrawn $1.05 billion
revolving credit facility that matures in 2019 which further
strengthens its liquidity position. Moody's anticipates that
Energen will be in compliance with the two financial covenants
under this facility looking out through the first half of 2017.
Covenants include a maximum net debt/EBITDAX of 4x and a minimum
current ratio of 1x.
The stable outlook reflects Energen's very good liquidity and
projected production growth through 2017.
Although a ratings upgrade is challenging in the current commodity
price environment, in order for Energen to be considered for an
upgrade, the company's production would have to exceed 100,000 boe
per day while maintaining low leverage and a Leveraged Full Cycle
Ratio (LFCR) approaching 1.5x.
The rating could be downgraded if Energen's RCF to debt declines to
below 20% on a sustained basis.
Energen, headquartered in Birmingham, Alabama, is engaged in the
exploration and production of crude oil and natural gas with
operations in the Permian Basin in Texas.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
ENERGY FUTURE: Inks $4.09 Billion Merger Deal with NextEra
----------------------------------------------------------
Energy Future Holdings Corp. and its debtor-affiliates and NextEra
Energy, Inc., on July 29, 2016, entered into a Plan Support
Agreement to effect an agreed upon restructuring of the EFH Debtors
pursuant to an Amended Plan of Reorganization. EFH Corp. and EFIH
also entered into an Agreement and Plan of Merger with NEE and EFH
Merger Co., LLC, a wholly-owned subsidiary of NEE.
Pursuant to the Merger deal, NextEra Energy will contribute
$4,096,000,000 -- Merger Sub Cash Amount -- subject to adjustments.
On the Closing Date, $250,000,000 of the Merger Sub Cash Amount
shall be set aside and used solely to satisfy asbestos claims and
related costs.
The parties anticipate the Merger to close by January 1, 2017.
Under the terms of the Amended Plan, among other things and subject
to certain conditions and required regulatory approvals:
* TCEH will execute a transaction that will result
in a partial step-up in the tax basis of certain
TCEH assets;
* the spin-off of reorganized TCEH and certain of
its direct and indirect subsidiaries (the
"Reorganized TCEH Spin-Off") will occur (such
first two bullets, the "TCEH Transactions"); and
* NEE will acquire reorganized EFH Corp.
("Reorganized EFH") pursuant to a Merger
Agreement.
The TCEH Transactions are not dependent on the consummation of the
transactions contemplated by the Plan Support Agreement or the
Merger Agreement and may occur separately from those transactions.
The EFH Debtors will seek Bankruptcy Court approval of the Plan
Support Agreement.
Pursuant to the Merger Agreement, at the effective time of the
Amended Plan with respect to the EFH Debtors, EFH Corp. will merge
with and into Merger Sub with Merger Sub surviving as a wholly
owned subsidiary of NEE. The consideration payable by NEE pursuant
to the Merger Agreement consists primarily of cash. A portion of
the consideration to be distributed to certain holders of allowed
claims and interests in EFH Corp. and EFIH as set forth in the
Amended Plan will consist of common stock of NEE.
The Merger Agreement contains representations and warranties and
interim operating covenants that are customary for an agreement of
this nature. The Merger Agreement also includes various conditions
precedent to consummation of the transactions contemplated thereby,
including, among others, a condition that certain approvals and
rulings be obtained, including from, among others, the Public
Utility Commission of Texas (the "PUCT") and the Internal Revenue
Service ("IRS") and a condition that the TCEH Transactions have
occurred. NEE will not be required to consummate the Merger if,
among other items, the PUCT approval is obtained but with
conditions, commitments or requirements that impose a Burdensome
Condition (as defined in the Merger Agreement). NEE's and Merger
Sub's obligations under the Merger Agreement are not subject to any
financing condition. Prior to approval of the Merger Agreement by
the Bankruptcy Court, EFH and EFIH may continue to solicit
acquisition proposals with respect to Reorganized EFH.
In addition, following approval of the Merger Agreement by the
Bankruptcy Court and until confirmation of the Amended Plan by the
Bankruptcy Court, EFH and EFIH may continue or have discussions or
negotiations with respect to acquisition proposals for Reorganized
EFH (x) with persons that were in active negotiation at the time of
approval of the Merger Agreement by the Bankruptcy Court and (y)
with persons that submit an unsolicited acquisition proposal that
is, or is reasonably likely to lead to, a Superior Proposal.
The Merger Agreement may be terminated upon certain events,
including, among other things:
* by either party, if the Merger is not consummated
by March 26, 2017, subject to a 90 day extension
under certain conditions; or
* by EFH Corp. or EFIH, until the entry of the
confirmation order of the Amended Plan with
respect to the EFH Debtors, if their respective
board of directors or managers determines after
consultation with its independent financial
advisors and outside legal counsel, and based on
advice of such counsel, that the failure to
terminate the Merger Agreement is inconsistent
with its fiduciary duties; provided that a
material breach of EFH Corp.'s or EFIH's
obligations under certain provisions of the
Merger Agreement has not provided the basis
for such determination.
Following approval of the Merger Agreement by the Bankruptcy Court,
if the Merger Agreement is terminated for certain reasons set forth
therein and an alternative transaction is consummated by EFH or
EFIH in which neither NEE nor any of its affiliates obtains direct
or indirect ownership of approximately 80% of Oncor, then EFH and
EFIH will pay a termination fee of $275,000,000 to NEE.
EFH Corp.'s and EFIH's respective obligations under the Merger
Agreement are subject in all respects to the prior approval of the
Bankruptcy Court. Under the terms of the Plan Support Agreement,
the EFH Debtors will seek Bankruptcy Court approval of the Merger
Agreement.
Private Letter Ruling
Energy Future Holdings Corp. in June 2014, filed a request with the
IRS for a private letter ruling, which request has been
supplemented from time to time in response to requests from the IRS
for information or as required by changes in the contemplated
transactions.
On July 28, 2016, EFH Corp. received the Private Letter Ruling. It
provides, among other things, for certain rulings regarding the
qualification of (i) the transfer of certain assets and ordinary
course operating liabilities to reorganized TCEH and (ii) the
distribution of the equity of reorganized TCEH, the cash proceeds
from reorganized TCEH debt, if any, the cash proceeds from the sale
of preferred stock in a newly-formed entity, and the right to
receive payments under a tax receivables agreement (if any), to
holders of TCEH first lien claims, as a reorganization qualifying
for tax-free treatment to the extent of the reorganized TCEH stock
received.
A copy of the Plan Support Agreement is available at
https://is.gd/sCsmyb
A copy of the Merger Agreement is available at
https://is.gd/brH01b
NextEra Energy, Inc. is represented by:
Howard Siefe, Esq.
David LeMay, Esq.
William Greason, Esq.
Chadbourne & Parke LLP
1301 Avenue of the Americas
New York, NY 10019
E-mail: hseif@chadbourne.com
dlemay@chadbourne.com
wgreason@chadbourne.com
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.
In June 2016, Judge Sontchi approved the disclosure statement
explaining Energy Future Holdings Corp., et al.'s second amended
joint plan of reorganization of the TCEH Debtors and the EFH
Shared
Services Debtors, and scheduled the hearing to confirm the Plan to
start at 10:00 a.m. (prevailing Eastern Time) on August 17, 2016.
ENTERGY MISSISSIPPI: Moody's Affirms Ba1 Rating on Preferred Stock
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Entergy
Mississippi Inc. (EMI, A3 senior secured and first mortgage bonds;
Baa2 issuer rating, Ba1 preferred stock) and System Energy
Resources, Inc. (SERI; Baa1 first mortgage bonds). The rating
outlook for EMI was changed to positive from stable. The rating
outlook for SERI remains stable.
Outlook Actions:
Issuer: Entergy Mississippi, Inc.
Outlook, Changed To Positive From Stable
Issuer: System Energy Resources, Inc.
Outlook, Remains Stable
Affirmations:
Issuer: Claiborne (County of) MS
Senior Unsecured Revenue Bonds, Affirmed Baa3
Issuer: Entergy Mississippi, Inc.
Issuer Rating, Affirmed Baa2
Pref. Stock Preferred Stock, Affirmed Ba1
Senior Secured First Mortgage Bonds, Affirmed A3
Issuer: Independence (County of) AR
Senior Secured Revenue Bonds, Affirmed A3
Underlying Senior Secured Revenue Bonds, Affirmed A3
Issuer: Mississippi Business Finance Corporation
Senior Secured Revenue Bonds, Affirmed A3
Underlying Senior Secured Revenue Bonds, Affirmed A3
Senior Unsecured Revenue Bonds, Affirmed Baa3
Issuer: System Energy Resources, Inc.
Senior Secured First Mortgage Bonds, Affirmed Baa1
RATINGS RATIONALE
"Entergy Mississippi is benefiting from the successful
implementation of forward-looking cost adjustments within its
formula rate plan" said Vice President Ryan Wobbrock. "These
adjustments should improve EMI's margins going forward and result
in sustained cash flow to debt metrics around 20%."
Last month, the Mississippi Public Service Commission (MPSC)
approved a rate stipulation settlement, between EMI and the
Mississippi Public Utilities Staff, resulting in a $19.4 million
base rate increase as well as the inclusion of several rider
mechanisms to recover other costs on an annual basis. Importantly,
the formula rate plan (FRP) order also incorporated, for the first
time, adjustments to true-up the known and measurable costs
incurred subsequent to EMI's filed, historical, test year. These
adjustments improve the timeliness of cost recovery and boost cash
flow beyond what EMI has already been achieving through the FRP.
Moody's views the FRP as a significant credit positive since it
provides a dependable and clear framework for timely operating cost
recovery. This translates into a high degree of visibility and
predictability into EMI's future operating margin, cash flow and
debt service. As a result, EMI has shown some of the most
consistent and predictable financial margins among vertically
integrated peers over the last five years. In addition to being
very stable, EMI's margins should now increase due to
forward-looking adjustments, which should also improve cash flow to
debt ratios.
EMI's cash flow from operations (CFO) to debt was well above 20%
over the last two years, supported by a 7.96% target return on rate
base and an annual re-set of costs in rates. Entergy's corporate
tax policies could result in EMI having some CFO volatility at
times, due to fluctuations in deferred taxes, but Moody's believes
that the ongoing intrinsic cash flow generation of EMI will
continue to produce cash flow to debt in the high teens, at a
minimum.
The Baa1 first mortgage bond rating and stable outlook for SERI
reflects the strong contractual support for the revenues
underpinning its sole asset -- Grand Gulf 1, a 1,400 megawatt (90%
of which is owned by SERI) nuclear plant in Claiborne County, MS.
The Baa1 first mortgage bond rating and stable outlook considers
the improving credit profile of SERI's utility affiliate
off-takers, who paid roughly $54 per MWh (i.e., $632 million of
revenue / 11.7 TWh production) for SERI's nuclear generation in
2015. SERI's rating is constrained by its single asset
concentration risk and increasing cost structure vis-a-vis
competing renewable and natural gas generation. Fitch also sees
the potential for SERI's financial metrics to decline in coming
years, due to around $345 million of uncertain tax positions that
have benefitted historical cash flow. Excluding this full amount
from CFO would change SERI's cash flow to debt metrics from nearly
59%, as of 2015, to around 31%.
Rating Outlook
EMI's positive rating outlook reflects the improved cost recovery
provisions in its formula rate plan, a supportive regulatory
environment in Mississippi and cash flow to debt metrics that
should be in the 20% range over the next twelve to eighteen
months.
What Could Change the Rating -- Up
EMI could be upgraded if financial metrics improved to a level
where cash flow to debt is sustainable (i.e., without one-time cash
flow benefits or engineering of tax policies) at around 20%, while
maintaining its current level of regulatory support.
What Could Change the Rating -- Down
A downgrade for EMI could result from a less supportive regulatory
environment in Mississippi or sustained cash flow to debt metrics
in the low-teens.
The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in December 2013.
ESS AUTOMOTIVE: Selling Assets to CEETUS for $40K
-------------------------------------------------
ESS Automotive, Inc., asks the U.S. Bankruptcy Court for Northern
District of Ohio to authorize the sale of all or substantially all
its assets to CEETUS, Ltd., for approximately $40,000, subject to
the receipt of higher or better offers.
The Debtor, an automotive service and repair business and a retail
seller of tires located in Mentor, Ohio, has incurred and continues
to incur significant losses and is unable to generate sufficient
positive cash flow to sustain its ongoing operations.
For the period ending Dec. 30, 2015, the Debtor had on an unaudited
basis, combined net sales of $663,000. As of the Petition Date,
the Debtor was obligated on $300,000 in tax debt. The Debtor's
current unsecured debt is approximately $230,000.
In light of these circumstances, the Debtor is unable to refinance
its outstanding secured and tax debt and has determined that its
only viable option is to sell its assets as a going concern
pursuant to Section 363 of the Bankruptcy Code.
The significant terms of the Asset Purchase Agreement dated July,
22, 2016 are:
a. General Terms: The Proposed Purchaser will purchase
substantially all of the assets of the Debtors relating to the
Debtor's operations, consisting of certain tangible and intangible
assets as more specifically provided for in the Agreement, and
subject and pursuant to the terms and conditions of the Agreement.
b. Purchase Price: In consideration for the transfer of the
Assets, CEETUS will pay to the Debtor approximately $40,000.
c. As Is Sale: The sale is "as is", "where is" and "with all
faults", subject to those representations and warranties as are
specifically provided for in the Agreement.
d. Employment: The Proposed Purchaser will not assume any of the
Debtor's employment responsibilities or liabilities with respect to
any of the employees, other than the employee vacation liability,
and the Debtor will otherwise be responsible for making all
payments or accruals of benefits as may be appropriate for
liabilities for such employees.
e. Bankruptcy Court Approval: The provisions of the Agreement
relating to the payment of expense reimbursement to the Proposed
Purchaser will not be binding unless the Bankruptcy Court approves
such provisions in the Procedures Order.
The Agreement provides that the sale is subject to Bankruptcy Court
approval. Therefore the Agreement may be terminated if a higher or
better offer is received pursuant to the sale procedures ("Sale
Procedures"). The Debtor believes that implementation of the Sale
Procedures is most likely to maximize value of the Transferred
Assets for the benefit of the Debtor's estate, creditors, and other
interested parties.
According to the proposed Sale Procedures, a sale hearing will be
held on Sept. 13, 2016, at 11:00 a.m. If multiple bids are
received, an auction will be conducted three business days before
the hearing. Initial bids will be due three business days prior to
the auction.
The Debtor says that absent a prompt sale of its assets as a
going-concern, it will be forced to cease operations and liquidate
its assets.
A copy of the Motion is available for free at:
http://bankrupt.com/misc/Ess_Automotive_Sales.pdf
ESS Automotive is represented by:
Glenn E. Forbes, Esq.
FORBES LAW, LLC
166 Main Street
Painesville, OH 44077
Telephone: (440) 357-6211
Facsimile: (440) 357-1634
E-mail: bankruptcy@geflaw.net
About ESS Automotive
Founded in 2003, ESS Automotive, Inc., is an automotive service and
repair business and a retail seller of tires in Mentor, Ohio.
ESS Automotive filed a chapter 11 petition (Bankr. N.D. Ohio Case
No. 13-14658) on June 29, 2013. The Debtor is represented by Glenn
E. Forbes, Esq., at Forbes Law LLC. The case is assigned to
Judge Harris.
The Debtor continues to operate its business and manage its affairs
as a debtor-in-possession.
An official committee of unsecured creditors has not yet been
appointed in the case.
EZ MAILING: Accounts Sale to North Mill Approved
------------------------------------------------
Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the
District of New Jersey entered a final order granting final
approval of E Z Mailing Services, Inc. and United Freight
Forwarders, LLC, entering into, executing and delivering to North
Mill Capital LLC and performing the obligations required under the
DIP Accounts Receivable Agreement, dated as of July 6, 2016.
The Debtors are authorized to sell all their rights, title, and
interest in and to all accounts ("Accounts") to North Mill outside
of the ordinary course of business in an amount not to exceed the
$3,000,000 maximum client account limit.
The sale is free and clear of any interests.
An interim hearing on the Motion was held on June 30, 2016 and the
final hearing was held on July 26, 2016.
Judge Meisel ordered that all obligations incurred in accordance
with the terms of the Accounts Receivable Agreement ("DIP
Agreement") dated as of July 6, 2016, the Interim Order, and the
Final Order will be fully earned and payable in accordance with the
terms of the DIP Agreement, Interim Order, and the Final Order,
will represent valid and binding obligations of the Debtors
enforceable against the Debtors, their estates and any successors,
including without limitation, any trustee or other estate
representative appointed in the case or any case under Chapter 7 of
the Bankruptcy Code upon the conversion of the case or either
case.
The lien and the superpriority lien granted, authorized and
approved pursuant to the Interim Order are granted final
authorization and approval subject to the terms set forth in the
Interim Order.
The allowed superpriority administrative expense claim granted,
authorized and approved pursuant to the Interim Order is granted
final authorization and approval subject to the terms set forth in
the Interim Order.
The Debtors will use the proceeds from purchaser's purchase of
Accounts only for the purposes specifically set forth in the DIP
Agreement, Interim Order, the Final Order and in compliance with
the budget ("Budget").
A copy of the Budget attached to the Order is available for free
at:
http://bankrupt.com/misc/EZ_Mailing_552_Order.pdf
The automatic stay imposed under Section 362(a) of the Bankruptcy
Code will be and is modified as necessary to effectuate all of the
terms and provisions of the Final Order, the Interim Order and the
DIP Agreement, including, without limitation, to (a) permit the
Debtors to grant the lien against the collateral and superpriority
lien against the superpriority collateral and permit purchaser to
take all steps it deems necessary to perfect such lien and
superpriority lien, (b) authorize the Debtors to pay, and purchaser
to retain and apply payments made in accordance with the Final
Order, the Interim Order and the DIP Agreement, and (c) authorize
purchaser to exercise its rights with respect to the collateral and
superpriority collateral in accordance with the DIP Agreement.
About E Z Mailing
E Z Mailing Services Inc. and United Business Freight Forwarders
are transportation logistics companies whose customers include
Macy's, Walmart, JC Penny and Forever 21.
After primary lender PNC Bank declared a default and demanded
immediate payment of $4.2 million, which resulted to a customer
freezing payment, E Z Mailing and UBFF filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 16-10615 and 16-10616,
respectively) on Jan. 13, 2016. Ajay Aggarwal, the president,
signed the petitions. The Debtors each estimated assets and
liabilities in the range of $10 million to $50 million. Judge
Stacey L. Meisel presides over the cases.
Porzio, Bromberg & Newman, PC, serves as counsel to the Debtors.
Bederson LLP's Edward Bond is serving as CRO and crisis manager of
the Debtors.
FIRST ENERGY: Moody's Lowers Sr. Unsecured Rating to Ba2
--------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured rating
for First Energy Solutions Corp (FES) to Ba2 from Baa3 and for
Allegheny Energy Supply Company, LLC (AES) to Ba1 from Baa3. The
Baa2 senior secured revenue bond rating for FES and the Baa3 senior
unsecured rating for Allegheny Generating Company (AGC) were
affirmed. The rating outlooks for FES and AES remain negative.
The rating outlook for AGC was changed to stable from negative.
Moody's also assigned a Ba2 Corporate Family Rating (CFR) and
Ba2-PD Probability of Default Rating (PDR) to FES and a Ba1 CFR and
Ba1-PD to AES. The Baa3 Issuer rating for FES was withdrawn.
Moody's also assigned an SGL-2 speculative grade liquidity rating
for both FES and AES.
The Baa3 issuer rating and negative rating outlook for FirstEnergy
Corp (FirstEnergy) remain unchanged.
"The lower ratings at FES and AES reflect Moody's decision to
delink the ratings on these companies from that of parent
FirstEnergy following its decision to eventually exit the merchant
business and transition to a purely regulated utility holding
company", said Swami Venkataraman, Vice President -- Senior Credit
Officer. "The downgrade also reflects the weak merchant market
conditions and incorporates our expectations that any assistance
provided to FirstEnergy by the state of Ohio will likely not be
linked to the generation business."
Downgrades:
Issuer: Allegheny Energy Supply Company, LLC
Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
(LGD4) from Baa3
Issuer: Beaver (County of) PA, Industrial Devel Auth
Senior Unsecured Revenue Bonds, Downgraded to Ba2 (LGD4) from
Baa3
Issuer: Bruce Mansfield Unit 1
Senior Secured Pass-Through, Downgraded to Ba2 (LGD4) from Baa3
Issuer: FirstEnergy Solutions Corp.
Senior Unsecured Bank Credit Facility, Downgraded to Ba2 from
Baa3
Backed Senior Unsecured Regular Bond/Debenture, Downgraded to
Ba2 (LGD4) from Baa3
Issuer: Ohio Air Quality Development Authority
Backed Senior Unsecured Revenue Bonds, Downgraded to Ba2 (LGD4)
from Baa3
Issuer: Ohio Water Development Authority
Backed Senior Unsecured Revenue Bonds, Downgraded to Ba2 (LGD4)
from Baa3
Issuer: Pennsylvania Economic Dev. Fin. Auth.
Backed Senior Unsecured Revenue Bonds, Downgraded to Ba2 (LGD4)
from Baa3
Issuer: Pleasants (County of) WV, County Commission
Backed Senior Unsecured Revenue Bonds, Downgraded to Ba1 (LGD4)
from Baa3
Assignments:
Issuer: FirstEnergy Solutions Corp.
Corporate Family Rating, Assigned Ba2
Probability of Default Rating, Assigned Ba2-PD
Speculative Grade Liquidity Rating, Assigned SGL-2
Issuer: Allegheny Energy Supply Company, LLC
Corporate Family Rating, Assigned Ba1
Probability of Default Rating, Assigned Ba1-PD
Speculative Grade Liquidity Rating, Assigned SGL-2
Affirmations:
Issuer: Ohio Air Quality Development Authority
Backed Senior Secured Revenue Bonds, Affirmed Baa2
Issuer: Ohio Water Development Authority
Backed Senior Secured Revenue Bonds, Affirmed Baa2
Issuer: Allegheny Generating Company
Senior Unsecured Regular Bond/Debenture, Affirmed Baa3
Outlook Actions:
Issuer: Allegheny Energy Supply Company, LLC
Outlook, Remains Negative
Issuer: Bruce Mansfield Unit 1
Outlook, Remains Negative
Issuer: FirstEnergy Solutions Corp.
Outlook, Remains Negative
Issuer: Allegheny Generating Company
Outlook, Changed To Stable From Negative
Withdrawals:
Issuer: FirstEnergy Solutions Corp.
Issuer Rating, Withdrawn , previously rated Baa3
RATINGS RATIONALE
Moody's historically rated FES and AES at the same level as
FirstEnergy because of the importance of the merchant operations to
the company's over-all corporate strategy. FirstEnergy has also
provided extraordinary financial assistance to FES in the past,
such as the 2013 transfer of $1.5 billion of debt from FES to
FirstEnergy. In 2015, FirstEnergy's management substantially
reduced the size and focus of the merchant segment and also stated
that it would not infuse any more capital into the business.
However, we maintained the rating link between FE and FES because
FirstEnergy was still pursuing regulatory options in Ohio linked to
its generation business designed to collect additional cash flow,
which would have bolstered FirstEnergy's consolidated financial
profile. None of these historic considerations are valid going
forward.
FES' Ba2 CFR reflects weak merchant market conditions as well as
the composition of FES' generation portfolio, which is roughly 50%
coal, 40% nuclear and 5% each of gas and renewables. Low power
prices, driven by low natural gas prices, are placing considerable
strain on FES' business. This trend is especially pronounced in
eastern Ohio and Pennsylvania due to its proximity to the Marcellus
natural gas shale formation. The rating is benefited by the cash
flow that is derived from capacity revenues procured through the
Pennsylvania-Maryland-New Jersey Regional Transmission Organization
(PJM), which represents about 30% of FES' total gross margins.
Nevertheless, FES' EBITDA is backwardated, meaning projected
capacity and energy prices are falling. In 2016 and 2017, Moody's
expects FES to generate roughly $100 - $150 million in free cash
flow (after accounting for maintenance capex and nuclear fuel
expenses) but will be free cash flow negative in 2018.
Moody's expects FES's cash from operations pre-working capital (CFO
pre-WC) coverage of debt to fall from about 24% in 2016 (owing to
strong capacity pricing in PJM's ATSI zone) to 16% in 2018, and
free cash flow (FCF) coverage of debt from 5% in 2016 to zero by
2018. Moody's estimates FES' generation assets are worth
approximately $3.6 billion, compared to adjusted debt of roughly
$4.3 billion.
AES' Ba1 CFR is higher than FES because of a significantly
different portfolio composition and materially lower leverage. AES'
2,982 MW portfolio is 46% coal, 30% natural gas and 24% pumped
storage hydro. AES' coal plant is also a relatively better
performer than FES' coal plants, with capacity factor of 62% in
2015 and over 70% in the years before. The gas and hydro assets
are well positioned in PJM and don't face the same environmental or
cost pressures as coal and nuclear generation.
AES has substantially lower leverage than FES. Moody's expects
AES's CFO pre-WC coverage of debt to fall from about 31.5% in 2016
to 15% in 2018. Free cash flow (FCF) coverage of debt is expected
to fall from 18% in 2016 to 4% by 2018. The material decline in
2018 is partly attributable to deferred tax swings and we expect
that CFO pre-WC and FCF coverage ratios in 2017 and 2019 would be
20-25% and 8-10%, respectively, in the absence of these swings.
Moody's estimates a value for AES' generating assets at $1.37
billion, compared to debt of $653 million.
The affirmation of AGC's rating and the revision of the rating
outlook to stable from negative reflects the unique nature of AGC's
operations. AGC is 59% owned by AES and 41% owned by Monongahela
Power Company (MP; Baa2 senior unsecured, stable outlook), a
regulated utility subsidiary of FirstEnergy. As such, this
ownership structure provides some bankruptcy insulation from AES,
as well as FES. Further, AGC is regulated by the Federal Energy
Regulatory Commission (FERC) and generates revenues from both AES
and MP. The FERC authorized revenue tariff includes all of AGC's
operating costs, as well as an 11% return on equity.
Structural Considerations
The ratings for FES and AES' debt instruments comprise both the
overall probability of default of the corporate family rating,
reflected in their Ba2-PD and Ba1-PD PDRs, respectively, and an
average family loss given default assessment, using Moody's Loss
Given Default Methodology. The Baa2 rating assigned to the secured
debt at FES' subsidiaries First Energy Generation (FEG) and
FirstEnergy Nuclear Generating (FENG) reflects the presence of only
about $310 million of secured debt against a total outstanding debt
of about $3 billion.
The Ba2 (LGD4 59%) rating assigned to the unsecured debt at FES,
FEG and FENG reflects the cross-guarantees that exist between FES
and each of FEG and FENG which effectively makes unsecured debt at
FES pari-passu with unsecured debt at FEG and FENG. In fact, any
unsatisfied secured claims at FEG and FENG will also be pari-passu
with these unsecured claims.
Liquidity
Moody's assigned an SGL-2 speculative grade liquidity rating for
both FES and AES reflecting adequate liquidity and or expectation
that the companies can finance all their cash needs, including
maintenance capex from operating cash flow over the next twelve
months. The companies had about $42 million outstanding under
their shared $1.5 billion revolving credit facility which matures
in March 2019. FES and AES have sub-limits of $1.5 billion and
$1 billion, respectively. This revolver is mostly undrawn as its
primary purpose is to provide contingent liquidity in the event of
a credit or market shock. FirstEnergy disclosed that the
collateral impact from a downgrade of FES/AES by all rating
agencies was about $300 million, which is easily manageable with
its current. Liquidity is managed centrally at FirstEnergy, which
has another revolver sized at $3.5 billion where the regulated
utilities are also co-borrowers. FirstEnergy had $146 million of
cash on hand as of March 31, 2016.
FES and AES' revolving credit facility contains only one financial
covenant, applicable to both, which is a requirement to maintain a
consolidated debt to total capitalization ratio of no more than
65%. Both companies were in compliance with this requirement as of
Mar 31, 2016.
Moody's expects FES and AES to generate free cash flow of $100-150
million and $50-100 million, respectively in each of 2016 and 2017.
AES has no debt maturities in the next 12 months. FES needs to
remarket $391 million of its variable rate revenue bonds in 2016.
About $285 million of this amount has already been taken out using
the FES revolver to date and an additional $106.45 million will
mature in September.
Rating Outlook
The negative rating outlook on FES and AES reflects the expected
decline in capacity revenues and EBITDA going forward and the fact
that financial ratios are expected to fall significantly from 2018
onwards in the absence of a general recovery in merchant market
conditions.
Factors that Could Lead to an Upgrade
The rating could be upgraded if merchant market conditions improve
and enable the company to consistently maintain a financial profile
adequate for the rating. This includes CFO pre-WC and FCF coverage
of debt in the high-teens and 8-10%, respectively for FES and
20-25% and 10-15%, respectively for AES.
Factors that Could Lead to a Downgrade
Financial ratios that are currently forecasted for 2016 and 2017
are adequate for the ratings at FES and AES. However, ratings may
again be downgraded if expectations for 2018 and beyond don't
improve from current levels and the expected CFO pre-WC and FCF
coverage of debt for 2018 and beyond were to decline below levels
required to stabilize the outlook mentioned above.
The principal methodology used in rating Allegheny Generating
Company was Regulated Electric and Gas Utilities published in
December 2013. The principal methodology used in rating
FirstEnergy Solutions Corp. and Allegheny Energy Supply Company,
LLC was Unregulated Utilities and Unregulated Power Companies
published in October 2014.
FIRST KOREAN: South Bay Church Buying Property for $6.65M
---------------------------------------------------------
First Korean Christian Church of San Jose asks the U.S. Bankruptcy
Court for the Northern District of California to authorize the sale
of the real and personal property located at 1145 E. Arques Avenue,
Sunnyvale, California to South Bay Church and/or assigns for
$6,650,000, subject to overbid.
A hearing for the Motion is set for Aug. 24, 2016 at 1:30 p.m.
The personal property consists of church pews, tables, desks, and
miscellaneous furniture and fixtures located at the Property.
The Debtor's real estate broker, Jones Lang LaSalle Brokerage,
Inc.("JLL") actively marketed the Property for one month. Four
offers were received by JLL, and the Debtor determined that the
buyer presented the highest and best offer.
A form of agreement is being negotiated between Debtor and buyer.
The Debtor's bankruptcy schedules estimated the value of the
Property at $4,000,000.
In pertinent part, the buyer made a deposit of $100,000, and will
increase its cash down-payment to $650,000. It will satisfy a
financing contingency for a new loan of $6,000,000 within 30 days
of signing the Agreement.
The proceeds of sale are proposed to be disbursed to pay the
following:
(1) the lien held by BBCN Bank, estimated to be approximately
$850,000;
(2) real property taxes owed to the County of Santa Clara; and
(3) costs of sale, including a 4% broker's commission to JLL.
The Debtor, Korean Evangelical Church of America, and First Korean
Christian Church of San Jose all claim an ownership interest in the
Property. These parties entered into a Stipulation to Allow Sale
of Real Property Free and Clear of Interests. The Stipulation was
filed on May 11, 2016.
Pursuant to the Stipulation, the net proceeds of sale will be
deposited into an interest bearing joint trust account to be
administered under the control of all three parties, pending
further order of Court.
First Korean Christian Church of San Jose is represented by:
Stanley Zlotoff
300 S. First St. Suite 215
San Jose, CA 95113
Telephone: (408) 287-5087
Facsimile: (408) 287-7645
First Korean Christian Church of San Jose sought Chapter 11
protection (Bankr. N.D. Cal. Case No. 15-52857) on Sept. 17, 2015.
FIRSTENERGY SOLUTIONS: S&P Lowers CCR to BB-, Off CreditWatch
-------------------------------------------------------------
S&P Global Ratings said that it removed the ratings on FirstEnergy
Solutions Corp. (FES), and affiliates Allegheny Energy Supply Co.
LLC (AYE Supply), Allegheny Generating Co. (AEG), FirstEnergy
Generation Corp. (FEG), FirstEnergy Nuclear Generation Corp. (FENG)
from CreditWatch, where they were placed with negative implications
on July 22, 2016.
S&P lowered the corporate credit ratings on FES, AYE Supply, and
AEG to 'BB-' from 'BBB-'. The outlook is stable.
S&P also lowered the senior secured debt ratings on FEG, FENG, and
AYE Supply to 'BB+' from 'BBB-'. S&P assigned a '1' recovery score
to the senior secured debt at these companies, indicating S&P's
expectation for very high recovery (90%-100%) under a payment
default.
S&P also lowered the issue-level ratings on the senior unsecured
debt at all affiliates to 'BB-'. S&P assigned its '3' recovery
rating to this debt at FES, FENG, and FEG, indicating S&P's
expectation for meaningful (50%-70%; lower end of the range)
recovery in a default. S&P also assigned its '3' recovery rating
for the unsecured debt at AYE Supply and AEG, indicating S&P's
expectation for meaningful (50%-70%; higher end of the range)
recovery in a default scenario.
The rating actions affect about $3.6 billion of debt at FES and
affiliates.
"The downgrade stems from our reassessment of FES' and affiliates'
business risk profile to fair from satisfactory, reflecting that
economic generation has progressively declined--and we expect it to
be under further pressure--as a result of higher production costs
relative to market peers and the loss of parental support uplift in
the rating as per our conclusion that the subsidiaries are no
longer strategic to parent FirstEnergy," said S&P Global Ratings
credit analyst Aneesh Prabhu.
As core subsidiaries, their 'BBB-' ratings have been driven by
ratings on FirstEnergy on a consolidated basis.
The stable outlook on FES and affiliates reflects financial
measures that S&P expects to weaken. S&P expects FFO to debt to
weaken to 16% by 2018, from about 25% in 2016 under the prevailing
forward prices as legacy hedges roll off. S&P expects the
financial risk profile to remain aggressive, with FFO to debt above
15% through 2018. Under a base-case forecast, cash flow measures
decline, but S&P expects the company to be free cash flow positive
through 2017 and cash flow neutral to modestly negative in 2018.
FES' ability to manage its load and generation mix and a potential
weaker-than-expected economic recovery are important factors for
the stable outlook.
FOUNTAINS OF BOYNTON: Needs Until Nov. 1 to Solicit Plan Acceptance
-------------------------------------------------------------------
Fountains of Boynton Associates, Ltd., asks the U.S. Bankruptcy
Court to extend the exclusive period within which it can solicit
acceptances to its plan of reorganization by 90 days through and
including November 1, 2016.
The Debtor has filed a plan of reorganization and disclosure
statement on May 5, 2016; however, the hearing on the Disclosure
Statement has been continued to September 14, 2016, in order for
the Debtor to negotiate the terms of a consensual plan or
structured dismissal with its largest creditor, Hanover Acquisition
3, LLC. The parties have reached an agreement in principle to
resolve the case, which the Debtor anticipates presenting to the
Court shortly.
The Solicitation Period currently expires on August 3, 2016, or 180
days following the Petition Date.
Attorneys for the Debtor:
Patrick Dorsey, Esq.
SHRAIBERG, FERRARA, LANDAU & PAGE, P.A.
2385 NW Executive Center Drive, #300
Boca Raton, Florida 33431
Telephone: 561-443-0800
Facsimile: 561-998-0047
Email: pdorsey@sfl-pa.com
About Fountains of Boynton
Fountains of Boynton Associates, Ltd., based in Boynton Beach,
Fla., sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla.
Case No. 16-11690) on Feb. 5, 2016. The Debtor considers itself a
"single asset real estate". The Hon. Erik P. Kimball oversees the
case. Bradley S Shraiberg, Esq., and Patrick Dorsey, Esq., at
Shraiberg, Ferrara, & Landau, serve as the Debtor's counsel. The
petition was signed by John B. Kennelly, manager.
The Debtor disclosed total assets of $71,421,648 and total
liabilities of $53,672,029 at the time of filing.
GAWKER MEDIA: CEO Denton Files for Chapter 11
---------------------------------------------
Jonathan Randles, writing for Bankruptcy Law360, reported that
Gawker founder and chief Nick Denton filed for personal bankruptcy
protection on Aug. 1, 2016, in New York to shield himself from Hulk
Hogan's $140 million sex tape judgment after losing previous
attempts to put the judgment on hold pending an appeal. Mr. Denton
is personally liable for a $125 million share of the $140 million
Hulk Hogan sex tape judgment.
Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy,
reported last month that during a hearing in Manhattan, U.S.
Bankruptcy Judge Stuart Bernstein denied Gawker's request to extend
chapter 11's litigation shield to its founder, who was then not in
bankruptcy. The judge said the company had failed to show that a
personal bankruptcy filing by Mr. Denton would cause "imminent,
irreparable harm" to the business he founded in his apartment in
2002, the report related.
The ruling is a blow to Mr. Denton, who says he can't pay his
share
of a $140 million invasion-of-privacy judgment handed down earlier
this year in favor of Terry Bollea, the wrestler's real name, the
report further related. The judgment, which is being appealed,
led
Gawker to file for chapter 11 protection last month, the report
said.
Mr. Denton has already hired bankruptcy lawyers with a $200,000
loan from Gawker, made shortly before it filed for bankruptcy, the
report noted. A personal bankruptcy could open a new window into
his finances and subject him to creditor investigations, the
report
said. Mr. Denton said he has only two significant assets: his
Manhattan apartment and his 30% stake in Gawker, the report added.
About Gawker Media
Founded in 2002 by Nick Denton, Gawker Media is privately held
online media company operating seven distinct media brands with
corresponding websites under the names Gawker, Deadspin,
Lifehacker, Gizmodo, Kotaku, Jalopnik, and Jezebel. The Company's
various Websites cover, among other things, news and commentary on
current events, politics, pop culture, sports, cars, fashion,
productivity, technology and video games.
Gawker sought bankruptcy protection after being ordered to pay
$140.1 million in connection with an invasion of privacy lawsuit
arising from publication of a report and commentary and
accompanying sex video involving Terry Gene Bollea.
New York-based Gawker Media, LLC -- fdba Gawker Sales, LLC, Gawker
Entertainment, LLC, Gawker Technology, LLC and Blogwire, Inc. --
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No.
16-11700) on June 10, 2016. The Hon. Stuart M. Bernstein presides
over the Debtors' cases.
Affiliates Gawker Media Group, Inc. and Budapest, Hungary-based
Kinja, Kft. filed separate Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 16-11719 and 16-11718) on June 12, 2016.
The cases are jointly administered.
Gregg M. Galardi, Esq., David B. Hennes, Esq. and Michael S.
Winograd, Esq., at Ropes & Gray LLP serve as counsel to the
Debtors. William Holden at Opportune LLP serves as Gawkers' chief
restructuring officer. Houlihan Lokey Capital, Inc. serves as the
Debtors' investment banker. Prime Clerk LLC serves as claims,
balloting and administrative agent.
Houlihan Lokey was retained by the Debtors on May 16, 2016, to
explore the possibility of a sale of all or substantially all of
the Debtors' assets, with the goal of maximizing return to the
Debtors' estates in the event of a possible chapter 11 filing.
The Debtors estimated $50 million to $100 million in assets and
$100 million to $500 million in liabilities.
The U.S. trustee for Region 2 on June 24 appointed three creditors
of Gawker Media LLC and its affiliates to serve on the official
committee of unsecured creditors. The committee members are Terry
Gene Bollea, popularly known as Hulk Hogan, Shiva Ayyadurai, and
Ashley A. Terrill.
GNC HOLDINGS: S&P Lowers CCR to 'BB' on Weak Results, CEO Exit
--------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on the
Pittsburgh, Pa.-based vitamin and supplement retailer GNC Holdings
Inc. to 'BB' from 'BB+'. The rating outlook is negative.
At the same time, S&P lowered its issue-level rating on the
company's senior secured term loan facility to 'BB+' from 'BBB-'.
The '2' recovery rating is unchanged, reflecting S&P's expectation
for substantial recovery (70%- 90%, lower half of the range) of
principal in the event of a payment default or bankruptcy.
"The downgrade reflects our view that the company's weak operating
performance will remain amid increased competition (especially from
online and mass merchant retailers), poor execution of its pricing
and merchandising strategies, and meaningful contraction in
operating margin and store productivity, resulting in a less
favorable assessment of the company's competitive positioning and
operating efficiency," said credit analyst Mathew Christy. "We had
expected sequential improvement in same-store sales, but the
negative sales trend accelerated in the second quarter, as falling
customer traffic led to a 3.7% decline in comparable sales, up from
the same-store sales decline of 2% in the first quarter. Although
the company is attempting to address comparative product pricing
through changes in promotions, we think the weakness in the
customer traffic trends will likely persist for the remainder of
2016, leading to a 5% sales decline for the year in our forecast.
EBITDA margins contracted by more 200 basis points (bps) in the
second quarter because of sales deleveraging and falling product
margins, worse than our expectations for a 100-bp decline. We see
the accelerated negative performance as a result of the heightened
competitive landscape, and believe meaningful traffic headwinds and
competitive pressures have more than offset the company's various
operating initiatives. As a result, we are revising our assessment
of GNC's business risk to fair from satisfactory."
The negative rating outlook reflects S&P's expectation that weak
operating trends will persist over the next 12 to 18 months, with
lower comparable sales reflecting shifting promotional strategies
and increased discounting, increased competition from online and
mass merchant vendors, and sustaining lower customer traffic. In
addition, the outlook considers the risks from the recent abrupt
change of CEO and the ongoing strategic review. S&P also forecasts
debt leverage in the mid-3x area in 2016 and FFO to debt of about
20% in 2016.
S&P could lower its ratings if operating performance is worse than
S&P's base-case projections and free operating cash flow generation
is weaker than it expects, leading to slower debt leverage
reduction. Under such a scenario, the decline in sales would
accelerate to the mid- to high-single-digit range and margins would
continue to decline more than 250 bps, as the magnitude of the
customer traffic loss increases. In this case, FFO to debt would
remain at or below 20% and debt leverage would remain at or above
the mid-3x range. S&P could also lower the rating if the company
adopts a more aggressive financial policy as a result of its
strategic initiative review, leading to similar credit metrics as
per above.
While not likely given the company's performance trend and its
current strategic review, S&P could revise the outlook back to
stable if it believes the company's ongoing operating initiatives
or reinvigorated operating results from new management lead to
improved performance on a sustained basis, such that same-store
sales trends improve and pricing initiatives lead to better profit
margins. This will also result in strengthened free operating cash
flow generation prospects, and improved credit metrics such that
leverage sustains below 3x and FFO-to-debt is around the mid 20%
range. In addition, S&P must also believe the improved credit
metrics are supported by the company's financial policy as
concluded by its strategic review.
GOSPEL TABERNACLE: Case Summary & 5 Unsecured Creditors
-------------------------------------------------------
Debtor: Gospel Tabernacle Deliverance Center, Inc.
PO Box 18115
Atlanta, GA 30316
Case No.: 16-63384
Chapter 11 Petition Date: August 1, 2016
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Debtor's Counsel: Will B. Geer, Esq.
LAW OFFICE OF WILL B. GEER, LLC
333 Sandy Springs Circle, NE, Suite 225
Atlanta, GA 30328
Tel: (678) 587-8740
Fax: (404) 287-2767
E-mail: willgeer@atlbankruptcyhelp.com
willgeer@willgeerlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Wiley Jackson, Jr., CEO.
A copy of the Debtor's list of five unsecured creditors is
available for free at http://bankrupt.com/misc/ganb16-63384.pdf
GULFMARK OFFSHORE: Incurs $47.6 Million Net Loss in Second Quarter
------------------------------------------------------------------
Gulfmark Offshore, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $47.6 million on $30.5 million of revenue for the three months
ended June 30, 2016, compared to a net loss of $8.24 million on
$74.5 million of revenue for the three months ended June 30, 2015.
For the six months ended June 30, 2016, the Company reported a net
loss of $139 million on $69.3 million of revenue compared to a net
loss of $13.4 million on $163.6 million of revenue for the same
period in 2015.
As of June 30, 2016, Gulfmark had $1.12 billion in total assets,
$587 million in total liabilities, and $541 million in total
stockholders' equity.
Quintin Kneen, president and CEO, commented, "We are pleased to
report on our ability to continually improve the Company. We
improved the balance sheet through debt repurchases that averaged
less than half of par value. We continue to improve the average
fleet age and capability through the delivery of a new
state-of-the-art vessel in the Americas, the sale of an older
vessel in the North Sea and the sale of two of our older vessels in
Southeast Asia in July. Through our persistent cost focus, we
reduced direct operating expenses for each of the last seven
quarters. Importantly we reduced these costs during the second
quarter while increasing utilization, and we anticipate this trend
to continue. In the broader market, we are seeing signs that the
industry is withdrawing capacity to such a degree that certain
geographic markets are beginning to show signs of balance. In
particular, the North Sea PSV market has seen the average spot day
rate for the second quarter increase by more than 150% over the
same period last year. Also, for the first time since the second
quarter of 2014, we sequentially increased our consolidated average
quarterly utilization. That increase was 3 percentage points.
Overall we are seeing early signs of encouragement, however leading
edge day rates and utilization are still well below sustainable
levels for the industry.
"During the quarter, we accomplished milestones that will help us
when the upturn arrives. We repurchased $49 million of debt in the
open market for approximately $24 million. By repurchasing our
debt at a substantial discount, we created a gain in the current
quarter and reduced the amount of ongoing interest expense and debt
that the Company will ultimately have to repay. We were able to
sell an 18 year-old vessel that had been in lay-up for over a year.
This sale provided some immediate cash and removed a
non-contributing vessel from our fleet. Additionally, we took
delivery of our first 300 Class Jones Act vessel near the end of
the second quarter.
"The North Sea region is beginning to show some signs of
incremental day rate improvement. Average leading edge day rates in
the spot market increased to an amount that was above operating
cash costs for most of the quarter. We view this improvement as a
result of vessel owners withholding supply rather than an increase
in demand. While we know the climb in day rates will not be
steady, we are optimistic that prospective rates will be more
supportive of profitable operations in this region. Our Southeast
Asia operations also experienced operational improvement, achieving
increased day rates and utilization compared to the prior quarter.
We believe this Southeast Asia improvement has more to do with
individual successes by our management rather than an improvement
in the overall market."
Kneen continued, "We are steadfastly maintaining our strategy of
opportunistically reducing debt, selling vessels, lowering
operating costs and maintaining capital discipline, which allows us
to maximize operating cash flow, maintain liquidity and improve
long-term operational efficiencies. As we have previously stated,
we expect to have adequate liquidity and to be in compliance with
our debt covenants and maintain access to our revolving credit
facilities through the foreseeable future, which includes all of
2017. Also, we are seeing a continued increase in activity from
potential vessel purchasers, and we remain confident that we will
be able to continue to meet our goal of liquidating older
vessels."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/W046U4
About Gulfmark
GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996. The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas. The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities. The majority of our operations are
conducted in the North Sea, offshore Southeast Asia and offshore
the Americas. The Company currently operates a fleet of 73 owned
or managed offshore supply vessels, or OSVs, in the following
regions: 30 vessels in the North Sea, 13 vessels offshore Southeast
Asia, and 30 vessels offshore the Americas. The Company's fleet is
one of the world's youngest, largest and most geographically
balanced, high specification OSV fleets. The Company's owned
vessels have an average age of approximately nine years.
Gulfmark reported a net loss of $215 million in 2015 following net
income of $62.4 million in 2014.
* * *
As reported by the TCR on March 15, 2016, Standard & Poor's Ratings
Services lowered its corporate credit rating on Houston-based,
marine transportation services company GulfMark Offshore Inc. to
'CCC' from 'B-'.
The TCR also reported on Feb. 26, 2016, that Moody's Investors
Service downgraded GulfMark Offshore Inc.'s (GulfMark) Corporate
Family Rating (CFR) to Caa3 from B3, Probability of Default Rating
(PDR) to Caa3-PD from B3-PD, and senior unsecured notes to Ca from
Caa1.
HCA INC: Fitch Rates Secured Bank Term Loan 'BB+/RR1'
-----------------------------------------------------
Fitch Ratings has assigned a 'BB+/RR1' rating to HCA Inc.'s (HCA)
$1 billion senior secured bank term loan. Fitch expects that the
company will apply the proceeds of this term loan to refinance
certain existing term loans of HCA Inc. The Rating Outlook is
Stable. The ratings apply to $31.5 billion of debt outstanding at
June 30, 2016.
KEY RATING DRIVERS
Industry-Leading Financial Flexibility: HCA's financial flexibility
has improved significantly in recent years as a result of organic
growth in the business as well as proactive management of the
capital structure. The company has hospital industry-leading
operating margins and generates consistent and ample discretionary
free cash flow (FCF; operating cash flows less capital expenditures
and distributions to minority interests).
Transition to Public Ownership Complete: The sponsors of a 2006 LBO
previously directed HCA's financial strategy, but their ownership
stake decreased steadily following a 2011 IPO and HCA has appointed
five independent members to the 12-member board of directors (BOD),
bringing the total to eight.
More Predictable Capital Deployment: Under the direction of the LBO
sponsors, HCA's ratings were constrained by shareholder-friendly
capital deployment; the company has funded $7.5 billion in special
dividends and several large repurchases of the sponsors' shares
since 2010. Fitch thinks HCA will have a more consistent and
predictable approach to funding shareholder payouts under public
ownership and an independent BOD.
Expect Stable Leverage: Fitch forecasts that HCA will produce
discretionary FCF of about $2 billion in 2016, and will prioritize
use of cash for organic investment in the business, acquisitions
and share repurchases. At 3.9x, HCA's gross debt/EBITDA is below
the average of the group of publicly traded hospital companies, and
Fitch does not believe that there is a compelling financial
incentive for HCA to apply cash to debt reduction.
Secular Headwinds to Operating Outlook: Measured by revenues, HCA
is the largest operator of for-profit acute care hospitals in the
country, with a broad geographic footprint. The company benefited
from this favorable operating profile during a period of several
years of weak organic operating trends in the for-profit hospital
industry. Although operating trends improved industrywide starting
in mid-2014, secular challenges, including a shift to lower-cost
care settings and health insurer scrutiny of hospital care, are a
continuing headwind to organic growth.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for HCA include:
-- Organic revenue growth of 4%-5% in 2016 and 2017, driven by a
2%-3% increase in patient volumes with the remainder
contributed by growth in pricing;
-- Modest Operating EBITDA margin compression of 20-30 basis
points (bps) in each of 2016 and 2017, primarily as the result
of negative operating leverage as patient volume growth rates
normalize versus the higher level seen in 2014-2015 and growth
in pricing slows;
-- Fitch forecasts EBITDA of $8.4 billion and discretionary FCF
of $2 billion in 2016 for HCA, with capital expenditures of
about $2.7 billion. Higher capital spending is related to
growth projects that support the expectation of EBITDA growth
through the forecast period;
-- The majority of discretionary FCF is directed towards share
repurchases and acquisitions, and debt due in 2016-2019 is
refinanced, resulting in gross debt/EBITDA of 3.5x-4.0x
through the forecast period.
RATING SENSITIVITIES
Maintenance of a 'BB' Issuer Default Rating (IDR) considers HCA
operating with debt leverage sustained around 4.0x and with an FCF
margin of 4%-5%. A downgrade of the Issuer Default Rating (IDR) to
'BB-' is unlikely in the near term, since these targets afford HCA
with significant financial flexibility to increase acquisitions and
organic capital investment while still returning a substantial
amount of cash to shareholders through share repurchases.
An upgrade to a 'BB+' IDR is possible if HCA maintains debt
leverage of 3.0x-3.5x. In addition to a commitment to operate with
lower leverage, improvement in organic operating trends in the
hospital industry would support a higher rating for HCA. Evidence
of an improved operating trend would include positive growth in
organic patient volumes, sustained improvement in the payor mix
with fewer uninsured patients and correspondingly lower bad debt
expense, and limited concern that profitability will suffer from
drops in reimbursement rates.
LIQUIDITY
HCA's liquidity profile is solid. Proceeds from the new bank loan
will partially refinance approximately $2.3 billion of term loans
maturing in 2018. There are no significant debt maturities in
2016-2017. In 2018, $2.3 billion of term loans and $500 million of
unsecured notes come due. Fitch believes that HCA's operating
outlook and financial flexibility are amongst the best in the
hospital industry, affording the company good market access to
refinance upcoming maturities.
At June 30, 2016, HCA's liquidity included $691 million of cash on
hand, $2 billion of available capacity on its senior secured credit
facilities and latest 12 months (LTM) discretionary FCF of about
$2.4 billion. HCA's EBITDA/gross interest expense is solid for the
'BB' rating category at 4.9x and the company had an ample operating
cushion under its bank facility financial maintenance covenant,
which requires debt net of cash maintained at or below 6.75x
EBITDA.
The secured debt rating is one notch above the IDR, illustrating
Fitch's expectation of superior recovery prospects in the event of
default. The first-lien obligations, including the bank debt and
the first-lien secured notes, are guaranteed by all material wholly
owned U.S. subsidiaries of HCA, Inc. that are 'unrestricted
subsidiaries' under the HCA Inc. unsecured note indenture dated
Dec. 16, 1993.
Because of restrictions on the guarantor group as stipulated by the
1993 indenture, the credit facilities and first-lien notes are not
100% secured; the subsidiary guarantors of the first-lien
obligations comprised about 45% of consolidated total assets. The
ABL facility has a first-lien interest in substantially all
eligible accounts receivable (A/R) of HCA, Inc. and the guarantors,
while the other bank debt and first-lien notes have a second-lien
interest in certain of the receivables.
The HCA Inc. unsecured notes are rated at the same level as the IDR
despite the substantial amount of secured debt to which they are
subordinated, with secured leverage of about 2.5x. If HCA were to
layer more secured debt into the capital structure, such that
secured debt leverage is greater than 3.0x, it could result in a
downgrade of the rating on the HCA Inc. unsecured notes to 'BB-'.
The bank agreements include a 3.75x first lien secured leverage
ratio debt incurrence test.
The HCA Holdings Inc. unsecured notes are rated two-notches below
the IDR to reflect the substantial structural subordination of
these obligations, which are subordinate in right of payment to all
debt outstanding at the HCA Inc. level. At June 30, 2016, leverage
at the HCA Inc. and HCA Holdings Inc. level was 3.8x and 3.9x,
respectively.
FULL LIST OF RATING ACTIONS
Fitch currently rates HCA as follows:
HCA, Inc.
-- IDR 'BB';
-- Senior secured credit facilities (cash flow and asset backed)
'BB+/RR1';
-- Senior secured first lien notes 'BB+/RR1';
-- Senior unsecured notes 'BB/RR4'.
HCA Holdings Inc.
-- IDR 'BB';
-- Senior unsecured notes 'B+/RR6'.
The Rating Outlook is Stable.
HCA INC: S&P Retains 'BB' Corporate Credit Rating
-------------------------------------------------
S&P Global Ratings assigned its 'BBB-' issue-level rating (two
notches above the corporate credit rating) to Nashville-based HCA
Inc.'s proposed 7.5-year, $1 billion senior secured term loan B-7,
which is being issued to refinance the company's term loan B-4
maturing in 2018. S&P assigned a '1' recovery rating to this debt,
indicating S&P's expectation of very high (90% to 100%) recovery
for lenders in the event of a payment default. The issue-level
ratings are the same as S&P's ratings on the existing senior
secured debt.
S&P's 'BB' corporate credit rating on HCA reflects S&P's view that
its scale relative to other health care services peers should allow
the company to better offset declining reimbursement rates with
cost reduction efforts, and that its scale and market presence
should aid in contract negotiations with commercial payors. In
addition, HCA's business is diversified beyond inpatient hospital
services, with about 38% of revenues coming from outpatient
procedures. These factors are only partially offset by S&P's view
that HCA is exposed to reimbursement pressure as government and
commercial payors seek to control costs, and its business is
geographically concentrated in two states, Texas and Florida, which
together represent about half of the company's revenues.
S&P's ratings on HCA also reflect S&P's view that the company will
maintain leverage around 4x and generate funds from operations
(FFO) to total debt in the mid- to high-teens area. S&P's ratings
also incorporate its expectation that HCA will continue to generate
significant operating cash flow, but S&P expects the company to
invest heavily in capital expenditures and to continue to
prioritize shareholder return over debt repayment.
RATINGS LIST
HCA Inc.
Corporate Credit Rating BB/Stable/--
New Rating
HCA Inc.
$1 Bil. Senior Secured
Term Loan B-7 BBB-
Recovery Rating 1
HOVNANIAN ENTERPRISES: Fitch Affirms 'CCC' Issuer Default Rating
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Fitch Ratings has affirmed the ratings of Hovnanian Enterprises,
Inc. (NYSE: HOV), including the company's Long-Term Issuer Default
Rating (IDR) at 'CCC' following the recently announced financing
commitments and proposed tender offer for its existing unsecured
notes. Fitch believes that the proposed tender offer does not
constitute a Distressed Debt Exchange (DDE). A complete list of
rating actions follows at the end of this release.
NEW FINANCING COMMITMENTS
The company recently entered into new financing commitments for a
new $75 million first lien term loan (T/L) due Aug. 1, 2019 (or
Oct. 15, 2018 if HOV's existing 7% senior notes due 2021 remain
outstanding at that time or if any refinancing with respect to the
7% notes has a maturity date prior to January 2021) and a new $75
million 10% senior secured second lien notes due Oct. 15, 2018.
The net proceeds from the T/L and the senior secured second lien
notes issuances will be used to repay existing debt, including
HOV's announcement of a tender offer to purchase for cash all of
the company's $121 million 8.625% senior notes due 2017. Any excess
proceeds from the consummation of the tender offer will be used to
repurchase or repay debt securities with maturities in 2017, or as
agreed upon, HOV's other indebtedness.
The new $75 million T/L (Libor + 700 bps) will be secured by all of
the assets owned by the company on a super priority basis relative
to HOV's existing $577 million 7.25% senior secured first lien
notes due 2020, the new $75 million senior secured second lien
notes, and the existing 9.125% senior secured second lien notes due
2020.
The new $75 million 10% senior secured second lien notes will be
secured on a pari passu second lien basis with HOV's existing
second lien notes by substantially all of the assets of the
company.
TENDER OFFER
In conjunction with the financing commitments announced by the
company, HOV has commenced a tender offer to purchase for cash any
and all of the company's 8.625% senior notes due 2017 ($121 million
outstanding). The company is also soliciting consents of holders of
the notes to proposed amendments to the indenture governing the
notes to eliminate most of the restrictive covenants and certain
events of default. The early tender offer expires on Aug. 11, 2016
and the tender offer will expire on Sept. 7, 2016.
Fitch believes that the proposed tender offer does not constitute a
DDE.
EXCHANGE AGREEMENT
The company has also entered into an exchange agreement with
investors pursuant to which the investors will exchange $75 million
of existing 9.125% senior secured second lien notes due 2020 ($220
million outstanding) for a newly issued $75 million of 9.5% senior
secured notes due 2020. The new senior secured notes will be
secured on a pari passu first lien basis with HOV's existing $141.8
million 5% senior secured notes due 2021 and $53.2 million 2%
senior secured notes due 2021 by substantially all of the assets of
the members of the secured group.
KEY RATING DRIVERS
The rating for HOV is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity. Risk factors include the cyclical nature of
the homebuilding industry, the company's high debt load, high
leverage and weak liquidity position.
The proposed refinancing allows the company to address near term
debt maturities, although HOV continues to have meaningful debt
coming due in 2017, 2018 and 2019. On a pro forma basis, HOV will
have the following maturities: (calendar year) 2017 - $81.7 million
(less any amounts repaid from the excess proceeds from the T/L and
new second lien notes following the completion of the tender
offer); 2018 - $75 million; and 2019 - $475 million.
LIQUIDITY
As of April 30, 2016, HOV had $120.7 million of unrestricted
homebuilding cash and $2.6 million of borrowing availability under
its $75 million unsecured revolving credit facility. Subsequent to
the end of the quarter, the company received $75.1 million of net
cash proceeds from sales of its land portfolios in its Minnesota
and North Carolina markets and from the contribution of land to a
new joint venture. In May 2016, the company also repaid $86.5
million of 7.5% senior unsecured notes that matured.
Fitch expects the company will generate positive cash flow from
operations during fiscal year 2016 and end the year with about $150
million - $200 million of liquidity (unrestricted cash and revolver
availability).
GENERALLY IMPROVING HOUSING MARKET
Housing activity ratcheted up more sharply in 2015 as compared with
2014 with the support of a generally robust economy throughout the
year. Single-family starts rose 10.3% to 715,000 as multifamily
volume grew 11.8% to 397,000. Total starts were just in excess of
1.1 million. New home sales increased 14.6% to 501,000. Existing
home volume approximated 5.250 million, up 6.3%. New home price
inflation slimmed with higher interest rates and the mix of sales
shifting more to first time homebuyer product. Average home prices
grew 3.7%, while median prices rose 4.7%.
Sparked by a similarly growing economy, the housing recovery is
expected to continue in 2016. A robust economy, healthy job
creation, demographics, pent-up demand, steep rent increases, and
further moderation in lending standards should stimulate housing
activity. Housing starts should approximate 1.21 million with
single-family volume of 0.797 million and multifamily starts of
0.413 million. New home sales should reach 574,000, up 14.6%.
Existing home volume growth should be low-single digit (+3.0%).
Average and median home prices should rise 3.0% - 3.5%, higher than
earlier forecasts because of still tight inventories.
Fitch believes 2017 could prove to be almost a mirror image of
2016. Real economic growth should be similar to this year, although
overall inflation should be more pronounced. Interest rates will
rise further but demographics and employment growth should be at
least as positive in 2017. First time buyers will continue to
gradually represent a higher portion of housing purchases as
qualification standards loosen further. Land and labor costs will
inflate more rapidly than materials costs. Housing starts should
total 1.311 million. Single-family volume should expand 10% to
877,000, while multi-family starts grow 5% to 434,000. New home
sales should reach 640,000, up 11.5%. Existing home sales should
gain 4% to 5.625 million.
Average and median home prices should expand 2.0% - 2.5% in 2017.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for HOV include:
-- Industry single-family housing starts improve 11.5%, while new
and existing home sales grow 14.6% and 3%, respectively in
2016. Fitch expects the housing upcycle to continue in 2017,
with single-family starts forecast to improve 10% and new and
existing home sales increase 11.5% and 4%, respectively;
-- HOV's revenues increase 25% - 30% during 2016;
-- HOV generates positive FCF;
-- The company ends FY2016 with about $150 million - $200 million
of liquidity (combination of unrestricted cash and revolver
availability).
RATING SENSITIVITIES
Negative rating actions may occur if HOV's liquidity position falls
below $150 million and the company does not provide a credible plan
to address its upcoming debt maturities.
Positive rating actions are unlikely in the next 12 months as
liquidity remains constrained, leverage is expected to remain
elevated, and coverage will continue to be weak. However, Fitch may
consider a positive rating action if the housing recovery is
meaningfully better than Fitch's current outlook and is maintained
over a multi-year period, allowing the company to significantly
improve its liquidity position and credit metrics.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following ratings:
Hovnanian Enterprises, Inc.
-- Long-Term IDR at 'CCC';
-- Senior secured first lien notes due 2020 at 'B/RR1';
-- Senior secured second lien notes due 2020 at 'CCC-/RR5';
-- Senior secured notes (5% and 2%) due 2021 at 'CCC+/RR3';
-- Senior unsecured notes at 'CCC-/RR5';
-- Series A perpetual preferred stock at 'C/RR6'.
RECOVERY ANALYSIS
HOV's Recovery Ratings reflects Fitch's expectation that the
enterprise value of the company will be maximized in a
restructuring scenario (going concern). Fitch employs a 6x
distressed EBITDA enterprise value multiple and assumes going
concern EBITDA of $180 million.
The 'B/RR1' rating for HOV's $550 million first lien senior secured
notes reflect Fitch's estimate for a recovery range of 91% - 100%.
The company's first lien and second lien notes due 2020 are secured
by $785.1 million of pledged inventory and pledged equity value of
subsidiaries without inventory liens and $106.4 million of cash.
Fitch rates HOV's second lien senior secured notes 'CCC-/RR5',
reflecting 11% - 30% recovery for this debt issue.
The 'CCC+/RR3' rating for the company's 5% and 2% senior secured
notes due 2021 reflect Fitch's estimate for a recovery range of 51%
- 70%. These notes are secured by $167.7 million of pledged
inventory and pledged equity value of subsidiaries without
inventory liens, $16.5 million of cash, and HOV's interest in
certain joint ventures.
Fitch's 'CCC-/RR5' rating on the company's senior unsecured notes
reflects recovery of 11%-30% for these debtholders. Fitch assumed
that the assets that are not pledged and the excess value from
property specifically pledged to certain lenders is distributed to
unsecured claims on a pro rata basis, including the senior
unsecured noteholders and the undersecured claim portion held by
other secured lenders.
The 'C/RR6' rating on HOV's preferred stock assumes zero recovery.
INTEGER HOLDINGS: S&P Lowers CCR to 'B', Outlook Stable
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S&P Global Ratings lowered its corporate credit rating on Integer
Holdings Corp. to 'B' from 'B+'. The rating outlook is stable.
S&P lowered the issue-level rating on Integer's secured credit
facility to 'B' from 'B+'. The recovery rating of '3' is unchanged
and indicates S&P's expectation of meaningful (50% to 70%, at the
higher end of the range) recovery in the event of payment default.
S&P also lowered the issue-level rating on Integer's senior
unsecured notes to 'CCC+' from 'B-'. The recovery rating of '6' is
unchanged and indicates S&P's expectation for negligible (0% to
10%) recovery in the event of payment default.
"The downgrade reflects the weak financial performance in recent
quarters as well as our lowered expectations for 2016 and 2017,
which weigh on credit metrics," said S&P Global Ratings credit
analyst David Kaplan. It also reflects reduced confidence in
management's visibility, and a change in S&P's view on the degree
of diversification and the company's exposure to earnings
volatility.
More specifically, the company's financial performance has been
negatively affected in recent quarters by weaker demand from
certain medical device customers, stemming from delayed launches of
new products, existing programs tapering off sooner than expected
as those products are discontinued, and customers aggressively
working down their inventory levels. The company was also hurt by
very weak demand from customers in the energy sector (which
represents less than 10% of revenues).
S&P's rating outlook on Integer is stable, reflecting S&P's
expectation that leverage will likely remain above 5x, at least
through 2017, even as the company generates substantial free cash
flow and prioritizes debt reduction.
S&P could lower the rating if the company fails to achieve
synergies or experiences operational challenges in the integration
of Lake Region, such that free cash flow falls below $25 million
(excluding non-recurring adjustments). This could occur if EBITDA
margins declined 400 basis points below S&P's expectations due to
integration challenges or intensified competition. This could also
occur if the company alienates customers through its efforts to
design new products, which may compete with client products.
Although unlikely over the next year, S&P could raise the rating if
the company reduces debt leverage to below 5x, providing S&P
believes the company will sustain those credit measures. This
would likely involve the company successfully achieving planned
cost synergies and expanding profit margins.
INTERNATIONAL SHIPHOLDING: Approval of $16M DIP Financing Sought
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International Shipholding Corporation, et al., seek authority from
the Bankruptcy Court to obtain up to $16,000,000 in senior secured
superpriority debtor-in-possession financing pursuant to a
Debtor-in-Possession Credit Agreement entered among the Debtors, as
borrowers, SEACOR Capital Corp., as administrative agent and
collateral agent, and DVB Bank SE (or an affiliate), SEACOR Capital
Corp., and one or more of their designated affiliates, as lenders.
In addition, the Debtors request for interim and immediate
authorization to use $7 million of cash collateral.
The Cash Collateral and all proceeds of the DIP Facility will be
utilized by the Debtors for ongoing working capital and general
corporate requirements.
"The DIP Facility is necessary to preserve the assets of the
estates, as it will allow the Debtors to continue, among other
things, the orderly operation of the Debtors' business and the
chapter 11 cases, and to otherwise satisfy their working capital
requirements. Without immediate access to new borrowing relief,
the Debtors' business operations, their assets, and the chapter 11
cases in general would be in serious jeopardy. The new liquidity
offered by the proposed DIP Facility will enable the Debtors to
maintain and ultimately increase the value of their assets and
successfully administer the chapter 11 cases through the bankruptcy
process," said Erik L. Johnsen, president and chief executive
officer of International Shipholding.
The DIP Facility will mature on the earliest to occur of (i) Jan.
31, 2017, (ii) the effective date of a plan of reorganization of
the Borrowers that is confirmed pursuant to an order entered by the
Bankruptcy Court or the consummation of any sale of all or
substantially all of the assets of the Borrowers, (iii) the
acceleration of the Loans and the termination of the Commitments in
accordance with the terms of the DIP Facility, (iv) the
appointment by the Bankruptcy Court of a trustee or an examiner
with expanded powers in any of the Chapter 11 cases, and (v) the
entry of any order dismissing any of the Chapter 11 cases or
converting any of the Chapter 11 cases to a case under Chapter 7 of
the Bankruptcy Code.
Borrowings under the DIP Facility bear an interest rate of 12% per
annum.
A facility fee of $525,000 is payable to the DIP Agent on behalf of
SEACOR Capital Corp. upon the initial funding of the DIP Facility.
A DIP agent fee is payable to the DIP Agent for its own account in
the amount of $50,000, payable upon the execution and delivery of
the DIP Facility.
The Debtors said the DIP Facility will support not only their near
term liquidity needs, but will also "bridge" their operations to a
value-maximizing restructuring transaction, as reflected in the
milestones set forth in the DIP Credit Agreement.
The DIP Facility includes, among other liens, priming liens granted
pursuant to Bankruptcy Code Section 364(d)(1) with respect to the
prepetition collateral of the prepetition secured parties.
According to the Debtors, Regions Bank, as administrative agent and
collateral agent, and Regions Bank, Capital One, N.A., Branch
Banking and Trust Company, and Whitney Bank, as lenders, under a
Credit Agreement dated as of Sept. 24, 2013, (the "Senior Facility
Lenders") and DVB Bank SE, as mandated lead arranger, facility
agent, and security trustee under a Credit Agreement, dated as of
Aug. 26, 2014 (the "DVB Lenders"), have affirmatively consented to
the priming of their prepetition secured interests.
About International Shipholding
International Shipholding Corporation was founded in 1947 when the
Johnsen family purchased a Liberty Ship after the establishment of
the War Ship Act of 1946 and became a public company in 1979. ISH
and its Debtor and non-Debtor affiliates are engaged in waterborne
cargo transportation and maintain a diversified customer base with
emphasis on medium and long term contracts. As of the Petition
Date, International Shipholding maintains offices in Mobile,
Alabama, New Orleans, Louisiana, New York, New York, and Tampa,
Florida, as well as a network of agencies in major cities
worldwide.
Through its Debtor and non-Debtor subsidiaries, International
Shipholding operates a diversified fleet of 21 U.S. and foreign
flag vessels that provide domestic and international maritime
transportation services to commercial and governmental customers
primarily under medium to long-term contracts.
Each of International Shipholding Corporation and 17 of its
subsidiaries filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-12220) on July
31, 2016. Manuel G. Estrada, the vice president and chief
financial officer, signed the petitions.
The Debtors listed $305 million in total assets and $227 million in
total debt as of March 31, 2016
The Debtors have hired Akin Gump Strauss Hauer & Feld LLP as
counsel, Blackhill Partners, LLC as restructuring advisor, and
Prime Clerk LLC as noticing and claims agent.
INTERNATIONAL SHIPHOLDING: Files for Chapter 11 to Restructure
--------------------------------------------------------------
International Shipholding Corporation and certain of its
subsidiaries each filed a voluntary petition under Chapter 11 of
the Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York to restructure their debt obligations
and capital structure.
Over the last two years, International Shipholding has suffered
substantial losses and encountered significant challenges related
to complying with its debt covenants and meeting minimum liquidity
requirements to operate, as disclosed in the bankruptcy filing.
The Debtors, together with their non-Debtor subsidiaries, held on a
consolidated basis approximately $305,087,000 in assets and
approximately $226,833,000 in liabilities as indicated in their
balance sheet as of the end of the first quarter of 2016. The
Debtors reported consolidated net loss of approximately $8,454,000
for the three months ending March 31, 2016, and a consolidated net
loss of approximately $179,693,000 for the year ended Dec. 31,
2015.
Company President Erik L. Johnsen said that since late September
2015, International Shipholding's lenders have provided a series of
additional default waivers, including waivers granted in connection
with credit facility amendments entered into on or prior to Nov.
16, 2015. These amendments also effected a series of additional
substantive amendments to each of International Shipholding's
credit facilities, including but not limited to accelerated
repayment terms, increased interest rates, and required asset
divestitures by specified milestone deadlines and at specified
amounts.
ISH was founded in 1947 when the Johnsen family purchased a Liberty
Ship after the establishment of the War Ship Act of 1946 and became
a public company in 1979. ISH and its Debtor and non-Debtor
affiliates are engaged in waterborne cargo transportation and
maintain a diversified customer base with emphasis on medium and
long term contracts. As of the Petition Date, International
Shipholding maintains offices in Mobile, Alabama, New Orleans,
Louisiana, New York, New York, and Tampa, Florida, as well as a
network of agencies in major cities worldwide. Through its Debtor
and non-Debtor subsidiaries, International Shipholding operates a
diversified fleet of 21 U.S. and foreign flag vessels that provide
domestic and international maritime transportation services to
commercial and governmental customers primarily under medium to
long-term contracts.
In connection with International Shipholding's efforts to improve
its financial position and liquidity, the Board of Directors
approved a strategic plan on Oct. 21, 2015, to restructure
International Shipholding by focusing on its three core business
segments -- the Jones Act, Pure Car Truck Carriers, and Rail-Ferry
business segments. Prior to the adoption of the Strategic Plan,
International Shipholding operated six separate business segments.
Throughout the first quarter of 2016, International Shipholding
continued to execute its Strategic Plan with the sale of, among
other things, two handysize vessels, one capesize vessel, and
International Shipholding's equity interests in fifteen
mini-bulkers, two asphalt tankers, and two chemical tankers. All
of the proceeds of these sales were furnished directly to
International Shipholding's lenders, resulting in approximately
$38.0 million in non-cash activity that reduced International
Shipholding's consolidated indebtedness.
In April of 2016, International Shipholding also executed the sale
of its New Orleans, Louisiana office building in exchange for
relief of $6.2 million of amounts owed on the property.
According to Mr. Johnsen, the divestitures International
Shipholding has made thus far have been limited to those identified
under the Strategic Plan, as well as one Jones Act inactive barge
and self-unloading coal carrier. The proceeds from these
transactions have allowed International Shipholding to reduce its
gross debt obligations, in addition to regularly-scheduled
principal payments, by approximately $82.3 million (from $242.9
million at the end of 2014 to $117.1 million at the end of the
first quarter of 2016).
"While International Shipholding has made significant strides in
accomplishing its Strategic Plan, International Shipholding
continues to divest its assets at values that are much lower than
previously anticipated, and, as a result, International Shipholding
continues to lack the necessary liquidity to operate at the
required levels," said Mr. Johnsen. "Based on International
Shipholding's financial position and weak conditions in the
shipping industry, however, it has been impossible for
International Shipholding to refinance all of its existing
indebtedness in the near term, come into compliance with its
existing facilities, or generate necessary liquidity," Mr. Johnsen
continued.
ISH and certain of its Debtor subsidiaries are indebted under the
following five secured financing arrangements:
(i) ISH and thirteen of its subsidiaries, as borrowers,
currently maintain a senior secured credit facility with a
syndicate of lenders led by Regions Bank pursuant to that
certain Credit Agreement, dated as of Sept. 24, 2013 (which
was comprehensively amended on Nov. 13, 2015), with Regions
Bank, as administrative agent and collateral agent, and
Regions Bank, Capital One, N.A., Branch Banking and Trust
Company, and Whitney Bank, as lenders. As of March 31,
2016, the borrowers and guarantors party thereto had an
aggregate of approximately $65.8 million of credit
outstanding under the Senior Facility.
(ii) Dry Bulk Australia Ltd. and Dry Bulk Americas Ltd., as
joint and several borrowers, and ISH, as guarantor, entered
into a variable rate financing agreement with ING
Bank N.V, London branch in August 2010 pursuant to that
certain Senior Secured Term Loan Facility Agreement by and
among East Gulf Shipholding, Inc., a wholly-owned
subsidiary and non-Debtor, as borrower, ISH, as guarantor,
the banks and financial institutions lenders thereto,
and ING Bank N.V., London branch, as facility agent and
security trustee, for a seven year facility to finance the
construction and acquisition of three handysize vessels.
As of March 31, 2016, $1.9 million was due and owing under
the ING Facility.
(iii) In December 2011, LCI Shiphldings, Inc. (assigned from
Waterman Steamship Corporation), as borrower, and ISH, as
guarantor, entered into a variable rate financing
agreement with Capital One N.A. as lender for a five
year facility totaling $15.7 million pursuant to that
certain Credit Agreement, dated as of Dec. 28, 2011, to
finance a portion of the acquisition price of a multi-
purpose ice strengthened vessel. This loan requires the
borrowers to make 59 monthly payments with a final balloon
payment of $4.7 million in January 2017. As of March 31,
2016, $6.3 million was due and owing under the Capital One
Facility.
(iv) LCI Shipholdings, Inc. (assigned from Central Gulf Lines,
Inc.), as borrower, and ISH, as guarantor, entered into a
fixed rate financing agreement on Aug. 26, 2014, in the
amount of $38.5 million pursuant to that certain Credit
Agreement, dated as of Aug. 26, 2014, with the banks and
financial institutions listed therein, as lenders, and DVB
Bank SE, as mandated lead arranger, facility agent, and
security trustee. The borrowed amounts due under the DVB
Facility are collateralized by International Shipholding's
2007 PCTC at a rate of 4.35% with 24 quarterly payments and
a final balloon payment of $20.7 million in August 2020.
Effective November 4, 2015, the interest rate increased
from 4.35% to 6.35%. As of March 31, 2016, $32.3 million
was due and owing under the DVB Facility.
(v) LCI Shipholdings, Inc., as borrower, and ISH, as guarantor,
also have a $23.0 million facility with Citizens Asset
Finance (f/k/a RBS Asset Finance) pursuant to that certain
Credit Agreement, dated as of Aug. 25, 2014, with and
Citizens Asset Finance, Inc. (f/k/a RBS Asset Finance,
Inc.) as lender, that is collateralized by one of
International Shipholding's 1999 PCTCs at a variable rate
equal to the 30-day Libor rate plus 2.75% payable in
84 monthly installments with the final payment due August
2021. As of March 31, 2016, the balance due under the
Citizens Facility was $17.6 million.
The Debtors have hired Akin Gump Strauss Hauer & Feld LLP as
counsel, Blackhill Partners, LLC as restructuring advisor, and
Prime Clerk LLC as noticing and claims agent.
INTERNATIONAL SHIPHOLDING: Hires Prime Clerk as Claims Agent
------------------------------------------------------------
International Shipholding Corporation, et al., seek permission from
the Bankruptcy Court to appoint Prime Clerk LLC as claims and
noticing agent, nunc pro tunc to the Petition Date.
Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
500 entities to be noticed. In view of the number of anticipated
claimants and the complexity of the Debtors' business, the Debtors
assert that the appointment of a claims and noticing agent is in
the best interests of both their estates and their creditors.
"By appointing Prime Clerk as the Claims and Noticing Agent in
these chapter 11 cases, the distribution of notices and the
processing of claims will be expedited, and the Office of the Clerk
of the Bankruptcy Court will be relieved of the administrative
burden of processing what may be an overwhelming number of claims,"
said David H. Botter, Esq., at Akin Gump Strauss Hauer & Feld LLP,
one of the Debtors' attorneys.
Prime Clerk's current claim and noticing rates are:
Title Hourly Rate
----- -----------
Analyst $30-$50
Technology Consultant $35-$95
Consultant/Senior Consultant $65-$170
Director $175-$195
Solicitation Consultant $195
Director of Solicitation $210
The Debtors request that the undisputed fees and expenses incurred
by Prime Clerk in the performance of the services be treated as
administrative expenses of their Chapter 11 estates and be paid in
the ordinary course of business without further application to or
order of the Court.
Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $30,000. Prime Clerk seeks to first
apply the retainer to all pre-petition invoices, and thereafter, to
have the retainer replenished to the original retainer amount, and
thereafter, to hold the retainer under the Engagement Agreement
during these Chapter 11 cases as security for the payment of fees
and expenses incurred under the Engagement Agreement.
Under the terms of the Engagement Agreement, the Debtors have
agreed to indemnify, defend, and hold harmless Prime Clerk and its
members, officers, employees, representatives, and agents under
certain circumstances specified in the Engagement Agreement, except
in circumstances resulting solely from Prime Clerk's gross
negligence, fraud, or willful misconduct.
Prime Clerk represents it is a "disinterested person" as that term
is defined in Bankruptcy Code Section 101(14) with respect to the
matters upon which it is engaged.
About International Shipholding
International Shipholding Corporation was founded in 1947 when the
Johnsen family purchased a Liberty Ship after the establishment of
the War Ship Act of 1946 and became a public company in 1979. ISH
and its Debtor and non-Debtor affiliates are engaged in waterborne
cargo transportation and maintain a diversified customer base with
emphasis on medium and long term contracts. As of the Petition
Date, International Shipholding maintains offices in Mobile,
Alabama, New Orleans, Louisiana, New York, New York, and Tampa,
Florida, as well as a network of agencies in major cities
worldwide.
Through its Debtor and non-Debtor subsidiaries, International
Shipholding operates a diversified fleet of 21 U.S. and foreign
flag vessels that provide domestic and international maritime
transportation services to commercial and governmental customers
primarily under medium to long-term contracts.
Each of International Shipholding Corporation and 17 of its
subsidiaries filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-12220) on July
31, 2016. Manuel G. Estrada signed the petitions as vice president
and chief financial officer.
The Debtors listed $305 million in total assets and $227 million in
total debt as of March 31, 2016
The Debtors have hired Akin Gump Strauss Hauer & Feld LLP as
counsel, Blackhill Partners, LLC as restructuring advisor, and
Prime Clerk LLC as noticing and claims agent.
INTERNATIONAL SHIPHOLDING: Seeks More Time to Schedules
-------------------------------------------------------
International Shipholding Corporation, et al., ask the Bankruptcy
Court to grant them additional time within which to file their
respective (i) statements of financial affairs, (ii) schedules of
assets and liabilities, (iii) schedules of current income and
expenditures, (iv) statements of executory contracts and unexpired
leases and (v) initial reports of financial information in respect
of entities in which they hold a controlling or substantial
interest.
According to the Debtors, they have already started compiling
information that will be required to complete the Schedules and
Statements. Nevertheless, as a consequence of the size and
complexity of their business operations, the large number of
Debtors and the critical matters that their management and
professionals were required to address prior to the commencement of
these Chapter 11 cases, they have not yet finished gathering such
information. The Debtors estimate that they have between 500 and
1,000 creditors on a consolidated basis.
"Given the numerous critical operational matters that the Debtors'
accounting and legal personnel must address in the early days of
these chapter 11 cases and the volume of information that must be
prepared and included in the Schedules and Statements, the Debtors
anticipate that they will be unable to complete their Schedules and
Statements within fourteen (14) days after the Petition Date," said
David H. Botter, Esq., at Akin Gump Strauss Hauer & Feld LLP, one
of the Debtors' attorneys.
Thus, the Debtors seek an extension of their time to file their
Schedules and Statements with the Court, by an additional 45 days,
through and including Sept. 28, 2016, without prejudice to their
ability to request additional time, if necessary.
The Debtors assert that creditors and other parties-in-interest
will not be prejudiced by the proposed extension of the filing
deadline because, even under the extended deadline, the Schedules
and Statements would be filed well in advance of any claims bar
date in these cases.
About International Shipholding
International Shipholding Corporation was founded in 1947 when the
Johnsen family purchased a Liberty Ship after the establishment of
the War Ship Act of 1946 and became a public company in 1979. ISH
and its Debtor and non-Debtor affiliates are engaged in waterborne
cargo transportation and maintain a diversified customer base with
emphasis on medium and long term contracts. As of the Petition
Date, International Shipholding maintains offices in Mobile,
Alabama, New Orleans, Louisiana, New York, New York, and Tampa,
Florida, as well as a network of agencies in major cities
worldwide.
Through its Debtor and non-Debtor subsidiaries, International
Shipholding operates a diversified fleet of 21 U.S. and foreign
flag vessels that provide domestic and international maritime
transportation services to commercial and governmental customers
primarily under medium to long-term contracts.
Each of International Shipholding Corporation and 17 of its
subsidiaries filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-12220) on July
31, 2016. Manuel G. Estrada signed the petitions as vice president
and chief financial officer.
The Debtors listed $305 million in total assets and $227 million in
total debt as of March 31, 2016
The Debtors hired Akin Gump Strauss Hauer & Feld LLP as counsel,
Blackhill Partners, LLC, as restructuring advisor, and Prime Clerk
LLC as noticing and claims agent.
JAMES ALVIN JOSEPH: Disclosure Statement Hearing on Aug. 30
-----------------------------------------------------------
In light of the Chapter 11 plan and disclosure statement filed by
James Alvin Joseph on July 14, 2016, the U.S. Bankruptcy Court for
the District of South Carolina ordered that:
1. The hearing to consider the approval of the Disclosure
Statement will be held at Donald Stuart Russell Federal Courthouse,
formerly, United States Courthouse, 201 Magnolia Street,
Spartanburg, South Carolina on Aug. 30, 2016, at 10:30 a.m.
2. Aug. 23, 2016 is fixed as the last day for filing and
serving, in accordance with Fed. R. Bankr. P. 3017(a), written
objections to the Disclosure Statement.
3. On or before July 26, 2016, the Disclosure Statement and Plan
will be distributed in accordance with Fed. R. Bankr. P. 3017(a).
As reported in the TCR, nurse anesthetist James Alvin Joseph has
proposed a Chapter 11 plan that provides that general unsecured
creditors will be paid zero percent of their claims. A copy of the
disclosure statement is available for free at https://is.gd/wPtmt0
James Alvin Joseph sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.S.C. Case No. 15-06707) on Dec. 18, 2015.
The Debtor is represented by Alecia T. Compton, Esq., at the
Compton Law Firm, in Greenwood, South Carolina.
KEY ENERGY: Common Stock Ceased Trading on NYSE
-----------------------------------------------
Key Energy Services, Inc., received notification from the New York
Stock Exchange that the NYSE had determined to commence proceedings
to delist the Company's common stock as a result of the NYSE's
determination that the Company's common stock was no longer
suitable for listing on the NYSE based on "abnormally low" price
levels, pursuant to Section 802.01D of the NYSE's Listed Company
Manual. The NYSE also suspended trading in the Company's common
stock effective immediately.
The NYSE stated that it will apply to the Securities and Exchange
Commission to delist the Company's common stock upon completion of
all applicable procedures, including any appeal by the Company of
the NYSE's determination. The Company does not intend to appeal
the delisting determination.
The Company anticipates that its common stock will begin trading on
the OTC Pink. Investors will be able to view quotes for the
Company's common stock on www.otcmarkets.com/home. The transition
to the over-the-counter markets will not affect the Company's
business operations. The Company will remain subject to the public
reporting requirements of the SEC following the transfer.
The Company previously disclosed receipt of a notification from the
NYSE stating that the Company was not in compliance with the
continued listing standards set forth in Section 802.01C of the
NYSE's Listed Company Manual because the average closing price of
the Company’s common stock was less than $1.00 over a consecutive
30 trading-day period. Following receipt of such notice, the
Company disclosed its intent to cure such deficiency in order to
regain compliance with the NYSE's continued listing requirements.
However, the Company’s stock traded at levels considered by the
NYSE to be abnormally low prior to the cure of the original
deficiency.
About Key Energy
Key Energy Services, Inc. (NYSE: KEG), a Maryland corporation,
claims to be the largest onshore, rig-based well servicing
contractor based on the number of rigs owned. The Company was
organized in April 1977 and commenced operations in July 1978 under
the name National Environmental Group, Inc. In December 1992, the
Company became Key Energy Group, Inc. and it changed its name to
Key Energy Services, Inc. in December 1998.
Key Energy reported a net loss of $917.70 million on $792.32
million of revenues for the year ended Dec. 31, 2015, compared to a
net loss of $178.62 million on $1.42 billion of revenues for the
year ended Dec. 31, 2014.
As of March 31, 2016, the Company had $1.22 billion in total
assets, $1.16 billion in total liabilities and $58.87 million in
total equity.
* * *
As reported by the TCR on June 20, 2016, S&P Global Ratings lowered
its corporate credit rating on U.S.-based Key Energy Services Inc.
to 'CC' from 'CCC-'. "The downgrade follow's Key's disclosure that
it entered into confidential agreements with certain holders of its
6.75% senior notes due 2021 and certain lenders of the term loans
regarding a financial restructuring," said S&P Global Ratings
credit analyst David Lagasse.
The TCR reported on May 20, 2016, that Moody's Investors Service
downgraded Key Energy Services, Inc.'s Corporate Family Rating
(CFR) to Ca from Caa2, Probability of Default Rating (PDR) to Ca-PD
from Caa2-PD, and senior unsecured rating to Ca from Caa3. The
SGL-4 Speculative Grade Liquidity (SGL) Rating was affirmed.
LAGRANGE VENTURES: Interest Should be Calculated at Default Date
----------------------------------------------------------------
In the case captioned LAGRANGE VENTURES, LLC, APPELLANT, v. WELLS
FARGO BANK, N.A., APPELLEE, No. 15 C 7922 (N.D. Ill.), Judge Thomas
M. Durkin of the United States District Court for the Northern
District of Illinois, Eastern Division, affirmed the order of the
bankruptcy court, which determined that default interest should be
calculated from the date of default.
On February 4, 2015, Wells Fargo Bank, N.A. filed a Proof of Claim
in the bankruptcy proceedings consistent with the order of the
state court for the amount owed on a promissory note assigned to it
by BMO Harris Bank, N.A., including the full amount of default
interest. The promissory note was secured by a mortgage on
property owned by LaGrange Ventures, LLC. LaGrange objected to
Wells Fargo's assessment of default interest. It argued that at
the earliest, default interest should be calculated from the date
the note was assigned to Wells Fargo, but that more properly,
default interest should be assessed only as far back as the date
Wells Fargo moved for summary judgment in the foreclosure action.
The bankruptcy court orally ruled three separate times in Wells
Fargo's favor, finding no waiver by BMO Harris or Well Fargo of the
penalty rights, which include default interest, set forth in the
promissory note.
On appeal, LaGrange challenged the bankruptcy court's determination
that default interest should be calculated from the date of
default. The heart of LaGrange's argument is that because "BMO
Harris had not elected to assess a penalty rate of interest under
the subject promissory note prior to the assignment of the loan[,]
... Wells Fargo [cannot] assess a penalty rate of interest
retrospectively to the date of default."
Judge Durkin held that the promissory note unambiguously allows BMO
Harris to collect default interest back to the date of default, and
thus the entitlement inures also to the benefit of Wells Fargo.
A full-text copy of Judge Durkin's July 22, 2016 memorandum opinion
and order is available at https://is.gd/LBfAVh from Leagle.com.
LaGrange Ventures, LLC is represented by:
Ariel Weissberg, Esq.
Rakesh Khanna, Esq.
WEISSBERG & ASSOCIATES, LTD
401 S. LaSalle Street, Suite 403
Chicago, IL 60605
Tel: (312) 663-0004
Fax: (312) 663-1514
Email: ariel@weissberglaw.com
rakesh@weissberglaw.com
Wells Fargo Bank, N.A. is represented by:
Rebecca Mil Reyes Weininger, Esq.
Noah S. Weininger, Esq.
JOHNSON, BLUMBERG & ASSOCIATES, LLC
230 W. Monroe St., Suite 1125
Chicago, IL 60606
Tel: (312)541-9710
Fax: (312)541-9711
Service List is represented by:
Judge Wedoff
U.S. BANKRUPTCY COURT
-- and --
Patrick Sean Layng, Esq.
UNITED STATES ATTORNEY'S OFFICE
219 S Dearborn St, Rm 873
Chicago, IL 60604
LEGACY TRADITIONAL: S&P Lowers 2013 Debt Rating to 'BB-'
--------------------------------------------------------
S&P Global Ratings lowered its long-term rating to 'BB-' from 'BB'
on Legacy Traditional School (LTCS; Queen Creek and Casa Grande
Campus Project), Ariz.'s series 2013 debt, issued by the Industrial
Development Authority of the Town of Florence Inc. The
outlook is stable.
"The lowered rating reflects our view of the school's unusual and
highly inter-related governance structure, which we believe adds
significant credit risk to the organization," said S&P Global
Ratings credit analyst Jessica Matsumori. "In addition, a
for-profit, related company was also formed and contracted by the
school to provide services related to the construction of upcoming
campuses. While management asserts this arrangement will save it
development costs, an individual of the school's executive team is
an owner of this company and receives additional financial benefit
from the contract, which we view to be a significant conflict of
interest," Ms. Matsumori added.
The charter schools utilize a direct instructional model from
kindergarten to eighth grade (K-8), focusing on reading, writing,
and math with emphasis on music, citizenship, and physical
education. The charter was originally granted to LTS on June 21,
2006, with operations beginning in fall 2007 at its Maricopa
campus. LTS schools now includes nine campuses currently in
operation with additional expansion plans going forward including
the possible addition of campuses in other states.
LINDA WINDHAM: Sale of FNC Stock Held by FNB Oxford Approved
------------------------------------------------------------
Judge Jason D. Woodard of the U.S. Bankruptcy Court for the
Northern District of Mississippi signed an agreed order authorizing
Thomas L. Windham ("Doctor Windham") and Linda T. Windham to sell
their FNC stock held by FNB Oxford.
On Dec. 12, 2013, Doctor Windham executed a Universal Note, Deed of
Trust and Security Agreement for and on behalf of Doctor Windham in
the amount of $400,811, for the benefit of FNB Oxford.
FNB Oxford obtained (a) a second lien and perfected its lien
encumbering Unit #7, L'Acadian Condominiums vested in the name of
Linda Windham, (b) a first lien encumbering FNC Holding Co. Stock
in the name of Linda Windham and Anna Clayton Windham, (c) an
assignment of life insurance on the life of Doctor Windham and
owned by Linda Windham, and (d) accounts receivable and equipment
located at 1203 Belk Blvd., Suite 100, Oxford, MS which the Debtors
no longer occupy. Doctor Windham personally guaranteed this debt.
This loan is evidenced by Claim #29 filed in this bankruptcy in
behalf of FNB Oxford in the amount of $386,045 on Sept. 24, 2014.
The Debtors have made adequate protection payments on this debt.
Claim #29 is secured by the following shares of stocks:
a. Linda Windham's stock: Approximate value of $192,500
#920 1,500 shares
#931 2,000 shares
#958 2,000 shares
b. Anna Windham's stock: Approximate value of $161,875
#1281 3500 shares
#1298 1125 shares
On May 27, 2011, Linda Windham, executed a Universal Note, and Deed
of Trust and Security Agreement for and on behalf of Linda Windham
in the amount of $193,133 for the benefit of FNB Oxford.
FNB Oxford obtained a valid first lien and perfected its lien
encumbering Unit #7, L'Acadian Condominiums vested in the name of
Linda Windham, and Doctor Windham personally guaranteed the loan.
This loan is evidenced by Claim No. 30 filed in this bankruptcy in
behalf of FNB Oxford in the amount of $149,660 on Sept. 24, 2014.
Debtors have made adequate protection payments on this debt. This
loan has matured and the parties desire to have this loan renewed
on substantially similar terms as the agreement which just
matured.
FNC recently publicly announced its sale to CoreLogic and the
purchase of its stock held through FNC Holding Co. It has
finalized its sale to CoreLogic and is attempting to finalize the
payments to the existing shareholders of FNC in exchange for their
shares. Accordingly, time is of the essence.
The proceeds of the sale of stock titled in the name of Linda
Windham will be paid to FNB Oxford and applied to the loan
identified as Claim #29.
FNB Oxford will retain the proceeds from the sale of the FNC Stock
titled in the name of Anna Windham in a restricted, interest
bearing account or certificate of deposit in Anna Windham's name at
the Bank as security in lieu of the stock certificates which were
held in her name as security for the remaining indebtedness or
until further order from the Court; Anna Windham, Thomas and Linda
Windham will execute any and all documents necessary to maintain
FNB Oxford's security interest and allow for the perfection of a
modification of the loans documents, including but not limited to a
note modification, assignment of certificate of deposit, and third
party pledge agreement, all in order to perfect the pledge of the
cash collateral as security for such loans. The purpose of the
modification of the loan documents and execution thereof is for
regulatory and compliance reasons.
FNB Oxford will continue to maintain its first position lien or
security interest in the condominium, the life insurance and the
proceeds held in the name of Anna Windham.
The parties will renew the loan identified as Claim No. 30 above
under substantially the same terms and conditions that existed in
the agreement which has now matured. The purpose of the renewal
loan and execution thereof is for regulatory and compliance
reasons. Nothing in the renewal loan is intended to modify, waive
or change any of the terms and conditions set forth in the FNB
Oxford loan documents.
Thomas L. Windham, M.D., and Linda T. Windham sought Chapter 11
protection (Bankr. N.D.Ms. Case No. 14-11544) on April 21, 2014.
Judge Jason D. Woodard is assigned to the case. Linda T. Windham
is represented by J. Hale Freeland, Esq., at FreelandMartz, PLLC.
LINN ENERGY: Asks Court to Extend Plan Filing Date to March 2017
----------------------------------------------------------------
Linn Energy, LLC, and its affiliates ask the U.S. Bankruptcy Court
to extend the period during which they have exclusive right to file
a chapter 11 plan through and including March 7, 2017, and the
period during which they have exclusive right to solicit
acceptances of that plan through and including May 8, 2017.
The Debtors relate that they have used their initial Exclusive
Periods to stabilize their operations, obtain Court approval of
important operational programs, file schedules and statements of
financial affairs for all Debtors, and finalize a new long-term
business plan. The Debtors add that they dedicated substantial
time and resources to successfully litigating -- and ultimately
resolving objections to -- their ability to use cash collateral.
The Debtors tell the Court that they are maintaining and redoubling
their full attention to maximizing stakeholder value by pursuing
the following key restructuring initiatives:
(a) New Business Plan. The Debtors are in the process of
finalizing a new long-term business plan (including detailed
projections and updated capital expenditure budgets).
(b) Mortgage and Lien Analysis. Prior to the Petition Date, the
Debtors undertook a comprehensive analysis of the mortgages and
liens securing the First Lien Lenders’ claims, and continued to
refine the analysis during the early months of these cases and
ultimately delivered the completed analysis to the Committee on
July 12, 2016. The Debtors are committed to working with the
Committee as it conducts its due diligence on the Debtors’
analysis.
(c) Contracts and Leases. The Debtors are evaluating whether to
restructure, replace, or terminate their existing leases and
contracts (including, among other contracts, their existing gas
processing agreements) using the tools available in chapter 11.
(d) Claims Process. Since the Petition Date, parties in interest
have filed more than 440 proofs of claim against the estates, and
parties are expected to continue to file proofs of claim ahead of
the September 16, 2016 non-governmental claims bar date. The
Debtors continue to evaluate claims that have been asserted, or
that may be asserted, against the estates.
(e) Berry Separation Process. The Debtors worked to develop a
transition services agreement with the Berry First Lien Lenders to
satisfy their obligations under the RSA, which will serve as a
framework in the event these cases result in the deconsolidation of
Berry from LINN. Moreover, to resolve the Berry Ad Hoc Group’s
objections to the Debtors’ use of cash collateral, the Debtors
agreed to formulate a work plan within 60 days of entry of the
final order approving cash collateral to separate Berry from the
LINN Debtors.
Counsel to the Debtors and Debtors in Possession:
Patricia B. Tomasco, Esq.
Matthew D. Cavenaugh, Esq.
Jennifer F. Wertz, Esq.
JACKSON WALKER L.L.P.
1401 McKinney Street, Suite 1900
Houston, Texas 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
Email: ptomasco@jw.com
mcavenaugh@jw.com
jwertz@jw.com
-- and --
Paul M. Basta, P.C.
Stephen E. Hessler, P.C.
Brian S. Lennon, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Email: paul.basta@kirkland.com
stephen.hessler@kirkland.com
brian.lennon@kirkland.com
- and -
James H.M. Sprayregen, P.C.
Joseph M. Graham, Esq.
Alexandra Schwarzman, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
Email: james.sprayregen@kirkland.com
joe.graham@kirkland.com
alexandra.schwarzman@kirkland.com
About Linn Energy
Headquartered in Houston, Texas, Linn Energy, LLC, and its
affiliates are independent oil and natural gas companies. Each of
Linn Energy, LLC, and 14 of its subsidiaries filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Lead Case No. 16-60040) on May 11, 2016. The petitions were signed
by Arden L. Walker, Jr., chief operating officer of LINN Energy.
The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Jackson Walker
L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial advisor,
AlixPartners as restructuring advisor and Prime Clerk LLC as
claims, notice and balloting agent.
Judge David R. Jones presides over the cases.
The Office of the U.S. Trustee has appointed five creditors of Linn
Energy LLC to serve on the official committee of unsecured
creditors.
LOUISIANA PELLETS: Court Denies E.ON's Bid for Relief From Stay
---------------------------------------------------------------
Judge Robert Summerhays of the United States Bankruptcy Court for
the Western District of Louisiana, Lafayette Division, denied E.ON
UK PLC's motion for relief from the automatic stay imposed in the
Chapter 11 case of Louisiana Pellets, Inc., and its debtor
affiliates.
The debtors sought to preserve their right to assume or reject a
long-term wood pellet supply contract as an ordinary executory
contract under U.S.C. section 365. E.ON, the counter-party to that
contract, opposed the assumption of the contract on multiple
grounds, including the 11 U.S.C. section 556 safe harbor. E.ON
filed the motion for relief seeking an order from the court
confirming that the contract falls within section 556 and that,
accordingly, the automatic stay does not bar E.ON from terminating
the contract.
Judge Summerhays found that the contractual provisions relied upon
by E.ON do not fall within the safe harbor because they must be
triggered by conditions other than the conditions set forth in
365(e)(1) -- namely, the debtors' failure to perform under the sale
agreement. The judge further held that to terminate to the
agreement and therefore avoid its obligations under that agreement,
E.ON must establish the grounds for termination.
A full-text copy of Judge Summerhays' July 22, 2016 decision is
available at https://is.gd/YLf9od from Leagle.com.
The bankruptcy case is IN RE: LOUISIANA PELLETS, INC., ET AL,
Chapter 11, Debtor in Possession, Case No. 16-80162, Jointly
Administered (Bankr. W.D. La.).
Louisiana Pellets, Inc. is represented by:
H. Kent Aguillard, Esq.
C. Davin Boldissar, Esq.
Clay Knapp, Esq.
LOCKE LORD LLP
601 Poydras Street Suite 2660
New Orleans, LA 70130
Tel: (504)558-5100
Fax: (504)558-5200
Email: dboldissar@lockelord.com
bknapp@lockelord.com
-- and --
Alan H. Katz, Esq.
LOCKE LORD LLP
Brookfield Place, 200 Vesey Street, 20th Floor
New York, NY 10281-2101
Tel: (212)415-8600
Fax: (212)303-2754
Email: akatz@lockelord.com
Office of U. S. Trustee, U.S. Trustee, is represented by:
Richard Drew, Esq.
OFFICE OF THE UNITED STATES TRUSTEE
300 Fannin Street, Suite 3196
Shreveport, LA 71101
Tel: (318)676-3456
Fax: (318)676-3212
Official Committee of Unsecured Creditors, Creditor Committee, is
represented by Laura F. Ashley, Jones Walker LLP, Richelle Kalnit,
Cooley LLP, Mark A. Mintz.
About Louisiana Pellets
Louisiana Pellets, Inc and German Pellets Louisiana, LLC are
members of the "German Pellets" family of companies, which is a
family of related companies centered in Wismar, Germany, operating
in the wood pellets industry.
LPI owns a wood pellet production facility located on 334 acres of
land in Urania, Louisiana. The Facility is still under
construction and is not yet fully complete or operational. GPLA is
the general contractor for construction of the Facility. A
contract is in place with E.ON UK PLC (a United Kingdom utility
company) to purchase the wood pellet production from the Facility.
LPI and PLA sought Chapter 11 protection (Bankr. W.D. La., Lead
Case No. 16-80162) on Feb. 18, 2016, due to cost overruns and
delays in the course of construction of their still-to-be-completed
wood pellet production facility. The petitions were signed by
Anna-Kathrin Leibold, president and chief executive officer. The
Hon. John W. Kolwe presides over the case.
Louisiana Pellets, Inc., estimated assets and debts at $100 million
to $500 million. German Pellets estimated assets and debts at $50
million to $100 million.
The Debtors tapped Locke Lord LLP, as counsel.
* * *
According to the docket, the Debtor's Chapter 11 plan and
Disclosure Statement are due June 17, 2016. A status conference
hearing is scheduled for July 6, 2016, at 9:30 a.m.
MAINE STATE: Chubb's Bid for Summary Judgment Partly Granted
------------------------------------------------------------
Judge John H. Rich III of the U.S. District Court for the District
of Maine granted Chubb Custom Insurance Company's motion for
summary judgment in part, as to Maine State Properties, LLC's claim
under the Maine Unfair Claims Settlement Practices Act (UCSPA)
(Count III), and otherwise denied it. The judge also granted
Chubb's motion to exclude the expert testimony of Michael L.
Averill.
The case is MAINE STATE PROPERTIES, LLC, Plaintiff, v. CHUBB CUSTOM
INSURANCE COMPANY, Defendant, No. 2:15-cv-140-JHR (D. Me.).
A full-text copy of Judge Rich's July 8, 2016 memorandum decision
is available at https://is.gd/53HfdU from Leagle.com.
Chubb moved for summary judgment on all claims of the plaintiff,
Maine State Properties, arising from Chubb's denial of coverage for
a December 17, 2013, property loss suffered by Maine State when
pipes froze in an insured commercial building in Biddeford, Maine.
In its three-count complaint, Maine State sought (i) a declaratory
judgment that Chubb is obligated to pay for Maine State's provable
damages as a result of the December 17, 2013, loss (Count I), (ii)
damages for Chubb's alleged breach of contract (Count II), and
(iii) damages for Chubb's alleged violation of the UCSPA (Count
III). Chubb also moved to exclude all expert testimony of
insurance professional Michael L. Averill on the basis that it
constitutes impermissible legal argument and is irrelevant.
Maine State Properties is represented by:
Jean Frances Niven, Esq.
MERLIN LAW GROUP
777 S. Harbour Island Blvd., Suite 950
Tampa, FL 33602
E-mail: jniven@merlinlawgroup.com
-- and –-
Michael J. O'Toole, Esq.
WOODMAN EDMANDS DANYLIK & AUSTIN, P.A..
234 Main Street
Biddeford, ME 04005
Tel: (207)284-4581
Fax: (207)284-2078
E-mail: mjo@woodedlaw.com
Chubb Custom Insurance Company is represented by:
Hillary J. Bouchard, Esq.
Paul C. Catsos, Esq.
THOMPSON & BOWIE, LLP
Three Canal Plaza (2nd Floor)
Portland, ME 04112-4630
Tel: (207)774-2500
Fax: (207)774-3591
E-mail: hbouchard@thompsonbowie.com
pcatsos@thompsonbowie.com
About Maine State Properties
Maine State Properties, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Me. Case No. 15-20426) on June 9,
2015. The Debtor is represented by James F. Molleur, Esq. --
jim@molleurlaw.com -- at Molleur Law Office.
MARYLAND ECONOMIC: S&P Affirms 'BB' Rating on 2015 Revenue Bonds
----------------------------------------------------------------
S&P Global Ratings revised its outlook to positive from stable and
affirmed its 'BB' long-term rating on Maryland Economic Development
Corp.'s (MEDCO) series 2015 student housing refunding revenue
bonds.
"The outlook revision reflects our view of stronger-than-expected
maximum annual debt service coverage at 1.53x for fiscal 2015,
projected at 1.6x for fiscal 2016, and 100% project occupancy in
fall 2014 and 2015," said S&P Global Ratings credit analyst Shivani
Singh.
While the project has a history of mismanagement and financial
difficulties resulting in prior-year debt service coverage (DSC)
covenant violations, due to strong oversight provided by MEDCO,
Capstone, and the University System of Maryland (USM), it has been
able to materially improve its financial operations and DSC to
healthy levels, which S&P views positively. S&P views MEDCO's
oversight of this project favorably given its historical role of
oversight of private housing projects for six other USM campuses.
Despite an enrollment decrease for fall 2015, the project was at
full occupancy and S&P expects continued solid occupancy despite
any future enrollment pressures at the university.
The series 2015 bonds (with a final maturity of June 1, 2033) fully
refunded MEDCO's series 2003 student housing revenue bonds to
realize debt service savings with no change in bond structure.
MEDAK TRUCKING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Medak Trucking, LLC
114 Northfield Ave.
Edison, NJ 08837
Case No.: 16-24788
Chapter 11 Petition Date: August 1, 2016
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Judge: Hon. Michael B. Kaplan
Debtor's Counsel: David L. Stevens, Esq.
SCURA, WIGFIELD, HEYER & STEVENS, LLP
1599 Hamburg Turnpike
Wayne, NJ 07470
Tel: 973-696-8391
E-mail: dstevens@scuramealey.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Andrew Obadiaru, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/njb16-24788.pdf
MGIC INVESTMENT: S&P Assigns 'BB' Rating on $350MM Sr. Notes
------------------------------------------------------------
S&P Global Ratings said that it has assigned its 'BB' issue-level
rating to MGIC Investment Corp.'s (NYSE: MTG) $350 million senior
unsecured notes due 2023. S&P expects the company to use the
proceeds from the senior unsecured notes to repurchase a portion of
the outstanding convertible senior notes due in 2020 and
opportunistically repurchase convertible senior notes due in 2063.
At the same time, the company will also utilize holding company
resources to pay its 2017 senior convertible notes upon maturity.
With the company's repurchase of the 2017 and 2020 notes, the
permanence of the two issues within MGIC Investment Corp.'s capital
structure would no longer meet our hybrid criteria, and S&P would
treat them as debt on a forward-looking basis until maturity or
repayment were to occur. As a result, under these criteria, the
securities would increase the company's debt-funded double
leverage, which may cause manageable interim capital strain at its
operating subsidiaries.
Based on S&P's calculations post-issuance, MGIC will report
elevated financial and debt leverage metrics of around 34% and 26%,
respectively, through year-end 2016. However, the company plans to
deleverage through its operations and repayment of its various debt
obligations both opportunistically and upon maturity. S&P also
expects MGIC to maintain fixed-charge coverage ratios in excess of
7.0x and financial leverage of less than 35%.
RATINGS LIST
MGIC Investment Corp.
Issuer credit rating BB/Stable/--
New Rating
MGIC Investment Corp.
$350 mil sr unsecured notes due 2023 BB
MILLENNIUM SUPER STOP: Hires Jochens as Counsel
-----------------------------------------------
Millennium Super Stop II, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of Missouri to employ
Jochens Law Office as counsel to the Debtor.
Millennium Super requires Jochens to:
a. assist the Debtor in the preparation and filing of required
statements, schedules and other documents and pleadings
required or permitted under the Bankruptcy Code and Rules;
b. advise the Debtor regarding its rights and obligations as a
Debtor and as a Debtor-in-Possession;
c. represent the Debtor in hearings, meetings, conferences,
and trials of contested mattes and adversary proceedings
brought by or against the Debtor;
d. advise the Debtor regarding the formulation of a plan of
reorganization, negotiation of the terms of the plan of
reorganization with creditors and other interested persons,
and to draft one or more plans of reorganization, and
disclosure statements regarding such plans;
e. assist the Debtor in obtaining confirmation of a plan of
reorganization; and
f. advise and represent the Debtor as its attorney in such
business negotiations and disputes as may arise in
connection with the operations of the assets of the
bankruptcy estate.
Jochens will be paid at these hourly rates:
Counsel $385
Paralegal $45
The Debtor has paid $4,100, of which $2,383 was paid to Jochens and
$1,717 was paid to the bankruptcy court in partial payment of the
filing fee for the commencement of the bankruptcy case.
Jochens will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Nancy S. Jochens, of Jochens Law Office, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estate.
Jochens can be reached at:
Nancy S. Jochens, Esq.
JOCHENS LAW OFFICE
1001 East 101 Terrace, Suite 120
Kansas City, MO 64131
Tel: (816) 994-6959
Fax: (816) 994-6951
E-mail: nancy@jochenslaw.com
About Millennium Super
Millennium Super Stop II, LLC, based in Kansas City, MO, filed a
Chapter 11 petition (Bankr. W.D. Mo. Case No. 16-41972) on July 26,
2016. The Hon. Dennis R. Dow presides over the case. Nancy S.
Jochens, Esq., at Jochens Law Office, as bankruptcy counsel.
In its petition, the Debtor listed $3.01 million in assets and
$1.90 million in liabilities. The petition was signed by Ray A.
Perrin, member/manager.
MORGAN DREXEN: Law Firms' Bid for Relief From Penalty Rejected
--------------------------------------------------------------
Evan Weinberger, writing for Bankruptcy Law360, reported that U.S.
District Judge Josephine Staton in California on July 29 denied a
bid from two attorneys and their firms to escape a $5.3 million
judgment against them that was part of the penalty in the $173
million Morgan Drexen debt-settlement fee scam. Judge Staton
denied the motions for relief from the $5.3 million judgments filed
by Howard Law PC, the Williamson Law Firm LLC and Williamson &
Howard LLP.
About Morgan Drexen
Morgan Drexen -- http://www.morgandrexen.com/-- provided
businesses across the United States, including law firms that
practice bankruptcy, with outsourced professional services. The
services were designed to reduce costs and make legal
representation affordable for consumers, especially those in
serious financial trouble. Morgan Drexen offered attorneys
automated platforms for complex document management, client
databases, paralegal and paraprofessional services, call centers,
client screening, and marketing.
In 2015, Judge Catherine Bauer of the U.S. Bankruptcy Court in
Santa Ana, Calif., approved a plan by Chapter 7 trustee Jeffrey I.
Golden to shut down the firm's office by July 31, 2015.
MSCI INC: S&P Affirms 'BB+' CCR & Rates 10-Yr. Unsec. Notes 'BB+'
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' corporate credit rating on
New York City-based MSCI Inc. The outlook is stable.
At the same time, S&P assigned a 'BB+' issue-level rating and a '3'
recovery rating to the company's proposed 10-year unsecured notes.
The '3' recovery rating indicates S&P's expectation for meaningful
recovery (50% to 70%; in the lower half of the range) in the event
of a payment default.
S&P also affirmed its 'BB+' issue-level rating on the company's
existing unsecured notes and revolving credit facility. The '3'
recovery rating is unchanged.
"The rating reflects MSCI's leading market positions, highly
recurring revenue base, and good track record of operating results,
but also leverage that we expect to rise to the 3x area over the
next six to 18 months as the company spends its excess cash on
share buybacks," said S&P Global Ratings credit analyst Christian
Frank.
The stable outlook reflects S&P's view that MSCI's leadership
position in its core markets and its large recurring revenue base
will result in consistent operating performance over the next 12
months, as well as S&P's expectation that it will manage financial
risk in line with its 3.0x-3.5x gross leverage target (management
methodology).
NET DATA: Asks Court to Extend Plan Filing Date to Aug. 23
----------------------------------------------------------
Net Data Centers, Inc., asks the U.S. Bankruptcy Court to extend
the exclusive period to file a plan and solicit acceptances of that
plan to August 23, 2016 and October 24, 2016, respectively.
This request is made specifically to enable the Debtor, DuPont
Fabros Technology, L.P. (on behalf of itself and its four
affiliates, Whale Ventures, LLC, Grizzly Ventures, LLC, Fox
Properties, LLC, and Lemur Properties, LLC), and the Official
Committee of Creditors Holding Unsecured Claims to complete the
documentation required to memorialize and seek Court approval of
the very recently resolved adversary litigation involving DFT and
the Debtor following the parties' mediation before Judge Mitchel R.
Goldberg, and to prepare and seek Court orders approving a motion
or motions relating to the disposition of the Chapter 11 case that
is now possible as a result of the DFT settlement.
The Parties have settled the adversary litigation between the
Debtor and DFT, as well as the DFT affiliates' lease rejection
damages claims in the Chapter 11 estate to which the Debtor had
objected, as a result of their recently-concluded mediation efforts
before Judge Goldberg, with participation and assistance from the
Creditors Committee. That resolution and the Debtor's Plan Support
Agreement with Charter Holdings, Inc., which was filed with the
Court on October 13, 2015, relating to the claims asserted by
Charter in the bankruptcy estate, will now enable the Debtor to
proceed with its long-anticipated Chapter 11 exit strategy.
Attorneys for Net Data Centers, Inc.:
Paul A. Beck, Esq.
Lewis R. Landau, Esq.
LAW OFFICES OF PAUL A. BECK, APC
A Professional Corporation
13701 Riverside Drive, Suite 701
Sherman Oaks, California 91423
Tel: (818) 501-1141
Fax: (818) 501-1241
Email: pab@pablaw.org
lew@landaunet.com
About Net Data Centers
Net Data Centers, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 15-12690) on Feb. 23, 2015. Pervez P.
Delawalla, the president & CEO, signed the petition. The Hon.
Sheri Bluebond is assigned to the case. William F Govier, Esq., at
Lesnick Prince & Pappas LLP, serves as counsel to the Debtor.
The Debtor disclosed, in its amended schedules, $9,566,908 in
assets and $13,352,373 in liabilities. In its original schedules,
the Debtor disclosed $9,110,070 in assets and $5,236,687 in
liabilities.
The U.S. trustee appointed three creditors to serve on the Official
Committee of Unsecured Creditors. The Committee is represented by
Buchalter Nemer, APC.
OCALA FUNDING: USAmeriBank Settles Trustee Claim for $350,000
-------------------------------------------------------------
Nathan Hale, writing for Bankruptcy Law360, reported that
USAmeriBank and Ocala Funding LLC asked a Florida bankruptcy court
on Aug. 1 to approve a settlement that would pay creditors $350,000
for an allegedly fraudulent $5 million transfer that executives of
Ocala parent Taylor Bean & Whitaker Mortgage Corp. made in 2009 to
cover up a multibillion-dollar fraud. The litigation trustee for
Ocala is engaged in efforts to claw back more than $1 billion
misappropriated in total from its bank accounts as part of failed
lender Taylor Bean's fraud.
About Ocala Funding
Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.
Ocala Funding used to be the largest originator and servicer of
residential loans. Ocala was created by Taylor Bean to purchase
loans originated by TBW and selling the loans to third parties,
Freddie Mac. In furtherance of this structure Ocala raised money
from noteholders Deutsche Bank AG and BNP Paribas Mortgage Corp.
and other financial institutions, as secured lenders through sales
of asset-backed commercial paper. Ocala disclosed $1,747,749,787
in assets and $2,650,569,181 in liabilities as of the Chapter 11
filing.
Taylor Bean was forced to file for Chapter 11 relief (Bankr. M.D.
Fla. Case No. 09-07047) on Aug. 24, 2009, amid allegations of
fraud by Taylor Bean's former CEO Lee Farkas and other employees.
Mr. Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud. Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala. TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.
TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011. The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.
Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.
Ocala holds 252 mortgage loans with an unpaid balance of $42.3
million as of May 31, 2012. The Debtor also holds five "real
estate owned" properties resulting from foreclosures. The Debtor
also holds $22.4 million in proceeds of mortgage loans previously
owned by it that are on deposit in an account in the Debtor's name
at Regions Bank. It also has an interest in $75 million in cash,
consisting of proceeds of mortgage loans previously owned by the
Debtor, that are in an account maintained by Bank of America, N.A.
as prepetition indenture trustee for the benefit of the
Noteholders. The Debtor also holds a claim in the current amount
of $1.6 billion against the estate of TBW.
The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.
Judge Jerry A. Funk presides over Ocala's case. Proskauer Rose
LLP and Stichter, Riedel, Blain & Prosser, serve as Ocala's
counsel. Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.
Ocala implemented a Chapter 11 plan in July 2013 to carry out an
agreement reached before bankruptcy with holders of almost all of
its $1.5 billion in secured and $800 million in unsecured claims.
The plan created a trust to prosecute lawsuits on behalf of
creditors with more than $2.5 billion in claims.
About Taylor Bean
Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States. In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities. It also managed a combined mortgage
servicing portfolio of approximately $80 billion. The company
employed more that 2,000 people in offices located throughout the
United States.
Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009. Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices. The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition.
Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.
Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors. Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee. BMC Group, Inc.,
serves as the claims and noticing agent.
Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.
OCTAVIA HOMES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Octavia Homes, LLC
60 Park Place, Suite 1116
Newark, NJ 07102
Case No.: 16-24723
Chapter 11 Petition Date: August 1, 2016
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Judge: Hon. John K. Sherwood
Debtor's Counsel: Avram D White, Esq.
LAW OFFICES OF AVRAM D WHITE
66 Hampton Terrace
Orange, NJ 07050
Tel: 973-669-0857
Fax: 888-481-1709
E-mail: clistbk3@gmail.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by George Scott, chief executive officer.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
OMNOVA SOLUTIONS: S&P Affirms 'B' CCR & Revises Outlook to Pos.
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating and
revised its rating outlook on OMNOVA Solutions Inc. to positive
from stable.
At the same time, S&P assigned its 'B+' issue-level and '2'
recovery ratings to OMNOVA's proposed senior secured term loan. The
'2' recovery rating indicates S&P's expectation of substantial (low
end of the 70% to 90% range) recovery in the event of a payment
default.
S&P will withdraw the issue-level and recovery ratings on OMNOVA's
existing debt upon repayment.
"The outlook revision reflects our expectation that OMNOVA will
continue to benefit from an improved product mix, ongoing
cost-reduction initiatives, and new product introductions,
resulting in gradually improving EBITDA margins in the next 12-24
months," said S&P Global Ratings credit analyst Brian Garcia. "As
a result, we expect credit measures to gradually improve over the
next 12-24 months," he added.
S&P's newly assigned ratings for the proposed senior secured term
reflect its updated recovery analysis, taking into account the
changes in the capital structure as a result of the proposed
transaction.
The positive outlook on OMNOVA Solutions Inc. reflects S&P's view
that the company's credit metrics will continue to improve after
the refinancing transaction and a sizeable paydown in debt late in
fiscal year 2015. S&P expects gradually improving margins as a
result of the company's continued transition toward its specialty
businesses to result in modestly strengthening credit measures over
the next 12-24 months. S&P expects OMNOVA's management will remain
prudent in regard to acquisitions and shareholder rewards, thereby
maintaining a financial policy that supports the ratings. Based on
S&P's scenario forecasts, it expects that EBITDA will gradually
increase from fiscal 2015 levels, with weighted average FFO to debt
approaching 12%, pro forma for acquisitions.
S&P could raise the ratings in the next 12 months if EBITDA margins
were to improve to a level that would result in credit measures
strengthening to within S&P's aggressive band, including FFO to
debt above 12% on a sustainable basis, pro forma for acquisitions.
This could result if 2016 EBITDA margins exceeded our expectations
by 50 basis points or more, coupled with 2016 revenue growth 2%
above S&P's projected levels. This could be driven by stronger
growth in the company's specialty businesses than S&P currently
expects, or greater benefits from cost-reduction and pricing
initiatives than S&P currently projects in our base-case scenario.
In order to raise the ratings, S&P would also expect management to
remain prudent in funding acquisitions and shareholder rewards.
S&P would also expect liquidity to remain adequate in its view.
S&P could revise the outlook to stable over the next 12 months if
unexpected business challenges, such as the loss of a key customer,
negative effects of volatile input prices (such as butadiene), or
an inability to pass on raw material increases in a timely manner,
caused EBITDA margins and revenues to remain stagnant or decline.
As a result, credit metrics would fail to improve causing FFO to
Debt to remain below 12% on a sustainable basis, pro forma for
acquisitions. S&P could also revise the outlook if, against its
expectations, cash outlays or financial policy decisions stretch
the company's financial profile beyond a level appropriate for the
current ratings.
PACIFIC SUNWEAR: Ernie Sibal Steps Down as VP and CFO
-----------------------------------------------------
Pacific Sunwear of California, Inc., said Ernie Sibal has resigned
from the position of Vice President and Chief Financial Officer as
of July 22, 2016. Mr. Sibal will stay with the Company as the Vice
President of Real Estate and Store Optimization. The Company has
retained an experienced financial executive as a part-time
consultant who started on July 25, 2016 and has hired a full-time
Controller who will start on Aug. 8, 2016.
About Pacific Sunwear
Founded in 1982 in Newport Beach, California as a surf shop,
Pacific Sunwear of California, Inc. operates in the teen and young
adult retail sector, selling men's and womens apparel,
accessories, and footwear. The Company went public in 1993
(NASDAQ: PSUN), and peaked with 965 stores in 2006. At present,
the Company has approximately 593 retail locations nationwide
under the names "Pacific Sunwear" and "PacSun," which stores are
principally in mall locations. The Company has 2,000 full-time
workers. Through its ecommerce business, the Company operates an
e-commerce site at http://www.pacsun.com/
Pacific Sunwear of California, Inc., and two affiliated debtors
each filed a voluntary petition for relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-10882) on
April 7, 2016. The cases are pending before the Honorable Laurie
Selber Silverstein.
The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.
The official committee of unsecured creditors retained Cooley LLP
and Bayard, P.A. as counsel; and Province Inc. as its financial
advisor.
PALOSKI SALON: Hires Hodgson Russ as Counsel
--------------------------------------------
Paloski Salon & Spa, LLC, d/b/a Shapes & Colours Day Spa, seeks
authority from the U.S. Bankruptcy Court for the Northern District
of New York to employ Hodgson Russ LLP as counsel to the Debtor.
Paloski Salon requires Hodgson Russ to:
a. evaluate various claims and offsets;
b. prepare Disclosure Statement and Plan;
c. recover voidable transfers, if any;
d. attend 341 hearing and valuation hearings, if any; and
e. negotiate and litigate with secured creditors.
Hodgson Russ will be paid at these hourly rates:
Richard L. Weisz $350
On July 6, 2016, Hodgson Russ received a retainer in the amount of
$16,717, inclusive of the $1,717 filing fee, legal services,
pre-petition preparation of schedules, consultation with client,
and general bankruptcy advice, and legal services rendered,
post-petition. The retainer was paid by Kelly Paloski's parents.
Hodgson Russ will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Richard L. Weisz, partner in the law firm Hodgson Russ LLP, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Hodgson Russ can be reached at:
Richard L. Weisz, Esq.
HODGSON RUSS LLP
677 Broadway, Suite 301
Albany, NY 12207
Tel: 518.465.2333
E-mail: Rweisz@hodgsonruss.com
About Paloski Salon
Paloski Salon and Spa, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D.N.Y. Case No. 16-11325) on July 20, 2016. The Debtor is
represented by Richard L. Weisz, Esq., at Hodgson Russ LLP.
PATELKA DENTAL: Hires Calzaretto & Company as Accountants
---------------------------------------------------------
Patelka Dental Management, LLC, seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to employ
Calzaretto & Company, LLC as accountants to the Debtor.
Patelka Dental requires Calzaretto & Company to render accounting
services, including bookkeeping, accounting system setup, small
business accounting, financial statement preparation, business and
personal tax planning and preparation of all return types, IRS and
state tax problem resolution, management advisory services, and
business consulting.
Calzaretto & Company will be paid at these hourly rates:
Member/Director $325
Associate $225
Staff/Paraprofessional $110
Calzaretto & Company will also be reimbursed for reasonable
out-of-pocket expenses incurred.
John A. Calzaretto, member of Calzaretto & Company, LLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Calzaretto & Company can be reached at:
John A. Calzaretto
CALZARETTO & COMPANY, LLC
459 Route 38 West
Maple Shade, NJ 08052
Tel: (856) 667-0400
Fax: (856) 667-1477
About Patelka Dental Management, LLC
Patelka Dental Management, LLC filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Pa. Case No. 16-14743) on July 1, 2016. The
Hon. Magdeline D. Coleman presides over the case. Dilworth Paxson
LLP represents the Debtor as counsel.
In its petition, the Debtor estimated $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities. The petition
was signed by Svetlana Kutovoy, president.
PICO HOLDINGS: UCP Changes Exec Stock Rules With No Disclosure
--------------------------------------------------------------
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 bloggers recount UCP history. "In 2013, Mr. Bogue was required
to own at least 66,667 UCP shares (including vested and unvested
restricted stock and restricted stock units). In 2014, Mr. Bogue
was required to own 2 times his base salary in UCP shares
(including vested and unvested restricted stock and restricted
stock units and stock options).
In 2015, Mr. Bogue was required to. . . . Huh? The Guidelines
disappeared!"
The bloggers relate that, "Mr. Bogue had to own 2 times his base
salary in UCP shares (or equivalents). Mr. Bogue was paid $500,000
in base salary last year, so his UCP holdings would have had to
cross $1,000,000 in value. That threshold was easy with liberal
equity grants and a higher stock price.
But three things happened. First, Mr. Bogue's equity grants expired
underwater; lots of shares he expected to own evaporated. Second,
UCP's stock price declined, eroding the value of his holdings.
Last, Mr. Bogue has been a big seller of UCP shares over the last
12 months, unloading 40,000 shares in November 2015, at $7.70 per
share. In response, the UCP Board of Directors altered the
Guidelines. We don't know precisely how they did it, but we know
three things:
(a) the Guidelines disappeared from the latest Proxy
Statement;
(b) if the Guidelines are still operative, Mr. Bogue is out of
compliance; and
(c) there was no disclosure."
The bloggers are upset that the Guidelines have been altered. They
note that, "the Guidelines productively aligned Mr. Bogue's
economic interest with that of UCP shareholders. The Guidelines
were negotiated in good faith, with eyes wide open, by all affected
parties. Mr. Bogue, as CEO of UCP, bears direct responsibility for
the low stock price. Mr. Bogue, as a large seller of UCP shares,
has only himself to blame. If Mr. Bogue had not sold the 40,000 UCP
shares in November 2015, his holdings would surpass the $1,000,000
threshold.
The bloggers ask rhetorically, "What sort of signal does this send
throughout the UCP organization?" The bloggers claim that the UCP
Board has now destroyed shareholder trust. "UCP shareholders now
know that the UCP Board is the ethical offspring of the PICO Board:
prone to corruption and incompetence. We have been betrayed by our
own Board of Directors."
Next, the bloggers distribute accountability. "First and most
responsible is Mr. Bogue. He claims to be the leader of UCP. He
claims to be the steward of our corporation. Yet Mr. Bogue
participated in the alteration of sound incentive policy when it
became economically inconvenient. He is responsible for UCP's low
stock price and his recent share sales. Mr. Bogue deepened the
wound by failing to disclose this material change in policy to the
owners of the business.
Second, Mr. Cortney, Chair of the Compensation Committee, should be
ashamed of himself. As Comp Committee Chair, Mr. Cortney is
responsible for guiding the executive compensation dialogue,
establishing a compensation philosophy and communicating clearly
and openly with the owners of the business. That Mr. Cortney would
participate in such a deception of owners speaks poorly of his
leadership and dedication to shareowner interests.
Third, the collective Compensation Committee has behaved
shamefully. Members of the UCP Comp Committee are:
-- Mr. Cortney;
-- Mr. Lori; and
-- John 'The Juicer' Hart.
It is a mystery to us why Juicer would occupy a seat on a Comp
Committee. That's like putting syphilis on a Safe Sex Committee.
Juicer is to compensation what yeast is to flour and sugar: add the
former to the latter and watch it rise."
The bloggers are not fans of Mr. Lori. "This gentleman has now
violated the Independent Director Stock Guidelines. And, as a Comp
Committee member, he has participated in the deceptive alteration
of an executive incentive program without informing the owners of
the business. Mr. Lori should be removed from the UCP Board.
The other members of the UCP Board, Kathleen R. Wade and PICO CFO
Max Webb, also bear responsibility. While they probably did not
participate in the decision to alter or rescind the Guidelines, the
entire Board has to sign off on the language of the Proxy Statement
-- so both were aware of this betrayal of shareholder trust. Shame
on both."
The bloggers get tough with UCP. "We believe that Mr. Lori should
be removed from the UCP Board. We believe Messrs. Hart and Webb
should be removed from the UCP Board and replaced with more honest
and competent PICO representatives. We suggest that all other
Directors and Executives of UCP maintain a shareholder-oriented
code of conduct. It is in all our best interests."
PORTER BANCORP: Reports 2nd Quarter 2016 Net Income of $979,000
---------------------------------------------------------------
Porter Bancorp, Inc., reported net income available to common
stockholders of $979,000 on $8.70 million of interest income for
the three months ended June 30, 2016, compared to a net loss
attributable to common stockholders of $2.03 million on $9.16
million of interest income for the three months ended June 30,
2015.
For the six months ended June 30, 2016, the Company reported net
income available to common stockholders of $2.40 million on $17.89
million of interest income compared to a net loss attributable to
common stockholders of $1.26 million on $18.37 million of interest
income for the six months ended June 30, 2015.
As of June 30, 2016, the Company had $916.55 million in total
assets, $875.11 million in total liabilities and $41.43 million in
total stockholders' equity.
John T. Taylor, president and CEO of the Company noted, "PBI Bank
has continued to make significant progress in reducing its
non-performing assets. In the second quarter of 2016,
non-performing assets were reduced by $5.1 million after achieving
reductions of $4.3 million in the first quarter of 2016. In
addition to lowering the risk profile of the Company, we are
pleased to see a second consecutive profitable quarter, as the cost
to remediate non-performing assets continues to decline, and we
continue the all-important work of attracting new customers and
providing high quality service to our existing customer base."
A full-text copy of the press release is available for free at:
https://is.gd/pwmBkt
About Porter Bancorp
Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky. Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.
Porter Bancorp reported a net loss of $3.21 million on $36.57
million of interest income for the year ended Dec. 31, 2015,
compared to a net loss of $11.15 million on $39.51 million of
interest income for the year ended Dec. 31, 2014.
The Company's auditor Crowe Horwath, LLP, in Louisville, Kentucky,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
"the Company has incurred substantial losses in 2015, 2014 and
2013, largely as a result of asset impairments resulting from the
re-evaluation of fair value and ongoing operating expenses related
to the high volume of other real estate owned and non-performing
loans. In addition, the Company's bank subsidiary is not in
compliance with a regulatory enforcement order issued by its
primary federal regulator requiring, among other things, increased
minimum regulatory capital ratios as well as being involved in
various legal proceedings in which the Company disputes material
factual allegations against the Company. Additional losses,
adverse outcomes from legal proceedings or the continued inability
to comply with the regulatory enforcement order may result in
additional adverse regulatory action. These events raise
substantial doubt about the Company's ability to continue as a
going concern."
PRECISION INDUSTRIAL: Disclosures Okayed; Plan Hearing Aug. 17
--------------------------------------------------------------
Precision Industrial Contractors, Inc., on Aug. 17, 2016, will seek
confirmation of a Chapter 11 reorganization plan that provides
that:
(a) Unsecured claims of $5,000 or less, and any unsecured claims
of more than $5,000 that are voluntarily reduced to $5,000 will be
paid in full without interest in twelve equal monthly installments.
(b) Non-priority unsecured claims such as trade debt and other
unsecured claims estimated at $1,800,000 will receive a total of:
(1) up to $1,800,000 plus interest at the Plan Interest Rate, to be
paid in equal monthly installments over five years; plus (2) 50% of
the Reorganized Debtor's Annual Retained Earnings for five years,
to be paid within nine months following the end of each calendar
year for the years 2016 through 2020. The Unsecured Creditors
Committee will remain in place following confirmation to monitor
the Reorganized Debtor's operations and expenditures and approve
expenses not included in the budget, or that exceed spending limits
imposed by the budget.
The Court having conducted a hearing on July 6, 2016 regarding the
adequacy of the disclosure statement, and finding that all
objections and requested revisions received by Debtor's counsel
have been resolved or overruled and incorporated into the Debtor's
First Amended Plan of Reorganization Dated July 18, 2016, and
Disclosure Statement dated July 18, 2016, Judge Brian D. Lynch
ordered that:
1. The Disclosure Statement is approved;
2. Aug. 10, 2016, is fixed as the last day for filing written
acceptances or rejections of the Plan;
3. Aug. 10, 2016, is fixed as the last day for filing and
serving written objections to confirmation of the Plan;
4. On or before July 20, 2016, copies of the Plan, the
Disclosure Statement, and the Disclosure Statement Order, together
with a Ballot conforming to Official Form 14, will be mailed to all
creditors, equity security holders, and other parties in interest,
and will be transmitted to the United States Trustee, as provided
in FRBP 3017(d); and,
5. Aug. 17, 2016 at 10:30 a.m. is the date and time fixed for
the hearing on confirmation of the Plan to be held at the U.S.
Bankruptcy Court, Union Station, Courtroom 1, 1717 Pacific Avenue,
Suite 2100, Tacoma, Washington 98402.
Under the Plan, Regents Bank's $2,600,000 secured claim will be
restructured based on one of two options selected by the bank. The
secured claims of Ally Financial and Chrysler Capital are
unimpaired. The 100% owner Rodney E. Schultz will retain his
equity interest in the Debtor and will remain the president and
100% equity interest owner of the Reorganized Debtor following
confirmation of the Plan.
A copy of the Disclosure Statement for the First Amended Plan of
Reorganization dated July 18, 2016, is available at:
http://bankrupt.com/misc/Precision_Ind_238_1st_Am_DS.pdf
About Precision Industrial
Precision Industrial Contractors, Inc., is a Washington corporation
based in Woodland, Washington, that is engaged in the industrial
construction, dismantling, and moving business, including machinery
moving, process piping, equipment installation, concrete plant
relocation, steel erection, electrical instrumentation, and
demolition.
Precision Industrial filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 15-45167) on Nov. 5, 2015. The Hon. Brian D Lynch
presides over the case. The Debtor is represented by Thomas W
Stilley, Esq., at Sussman Shank LLP, in Portland, Oregon.
QUANTUM CORP: Amends Fiscal 2016 2016 Annual Report
---------------------------------------------------
Quantum Corporation filed an amendment to its annual report on Form
10-K for the year ended March 31, 2016, originally filed on June 3,
2016, solely to include the information required by Part III and
not included in the Original Filing. Part III of the Report
discloses information about directors, executive officers and
corporate governance; executive compensation; security ownership of
certain beneficial owners and management and related stockholder
matters; certain relationships and related transactions, and
director independence; and principal accountant fees and service.
A full-text copy of the Form 10-K/A is available for free at
https://is.gd/haVuRz
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.
QUANTUM CORP: Reports Fiscal First Quarter 2017 Results
-------------------------------------------------------
Quantum Corp. reported a net loss of $3.79 million on $116 million
of total revenue for the three months ended June 30, 2016, compared
to a net loss of $10.8 million on $111 million of total revenue for
the three months ended June 30, 2015.
As of June 30, 2016, Quantum Corp had $209 million in total assets,
$338 million in total liabilities and a $129 million stockholders'
deficit.
"We're very pleased with our first quarter results, as we delivered
year-over-year revenue growth, with strong contributions from both
our scale-out storage and data protection product lines," said Jon
Gacek, president and CEO of Quantum. "In scale-out storage, we
continued to build on our momentum, securing major wins across our
priority vertical markets and use cases and further expanding the
addressable markets where our scale-out storage solutions offer
unique value. For example, in April we announced a large public
cloud, scale-out storage win, which we expected to generate $10
million in total revenue for the year. That opportunity has since
expanded, and we now expect the resulting revenue contributions --
which started in the first quarter -- to total at least $20 million
for the year.
"On the data protection side of our business, we closed a
multi-million dollar DXi deduplication deal and capitalized on a
more stable tape backup market, where we are a long-standing
leader. We also significantly improved our bottom line
performance, as we continued to benefit from the cost reductions
and operational changes we implemented over the previous six
months, which further strengthened our business model and the
leverage it provides.
"In short, we had a strong start to fiscal 2017, and we're focused
on building on our momentum to drive continued growth,
profitability and cash flow. Based on our first quarter results,
we have increased confidence in our ability to meet the full year
guidance we provided on our May earnings call."
"We are in discussions with a number of financial institutions
regarding expanding our credit line to provide sufficient near- and
long-term liquidity and to create a clear and executable roadmap to
address our convertible notes due November 2017," said Ahmad.
"We've received strong indications of interest from two different
lending sources, each of which has provided preliminary terms that,
if successfully executed in a definitive agreement, not only would
provide substantial additional liquidity but also should alleviate
any perceived market risks related to the convertible notes."
A full-text copy of the press release is available for free at:
https://is.gd/CENjQG
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.
ROCKDALE RESOURCES: Has $301-K Net Loss in March 31 Quarter
-----------------------------------------------------------
Rockdale Resources Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $301,942 on $202,999 of
total revenue for the three months ended Mar. 31, 2016, compared
with a net loss of $213,280 on $60,526 of total revenue for the
same period in 2015.
The Company's balance sheet at Mar. 31, 2016, showed $4.26 million
in total assets, $1.25 million in total liabilities, and
stockholders' equity of $3.01 million.
The Company has suffered recurring losses from operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern. The Company plans to generate profits
by reworking its existing oil or gas wells and drilling additional
wells, as needed. The Company will need to raise funds through
either the sale of its securities, issuance of corporate bonds,
joint venture agreements and/or bank financing to accomplish its
goals. The Company does not have any commitments or arrangements
from any person to provide the Company with any additional capital,
at this time. If additional financing is not available when
needed, the Company may need to cease operations. The Company may
not be successful in raising the capital needed to drill and/or
rework existing oil wells. Any additional wells that the Company
may drill may be non-productive. Management believes that actions
presently being taken to secure additional funding for the
reworking of its existing infrastructure will provide the
opportunity for the Company to continue as a going concern. Since
the Company has an oil producing asset, its goal is to increase the
production rate by optimizing its current infrastructure.
A copy of the Form 10-Q is available at:
https://is.gd/ojIuVb
Austin, Texas-based Rockdale Resources Corporation (formerly Art
Design, Inc.) was incorporated in the State of Colorado on Jan. 16,
2002. In April 2012 the Company discontinued its prior operations
and became involved in the exploration and development of oil and
gas. On May 4, 2012, the Company amended its articles of
incorporation to change its name to Rockdale Resources Corporation.
The company holds 100% working interest in the Minerva-Rockdale
Field located in Austin, Texas; 10% working interest in the Slick
Unit Dutcher Sands oilfield located in Creek County, Oklahoma; and
15% working interest in the Twin Lakes San Andres Unit consisting
an area of approximately 4,864 acres located in Chavez County, New
Mexico.
Rockdale Resources Corporation reported a net loss of $1.86 million
on $187,976 of sales for the fiscal year ended Dec. 31, 2015,
compared with a net loss of $1.67 million on $683,536 of sales in
2014.
MaloneBailey, LLP, states that the Company has incurred losses from
operation since inception. This factor raises substantial doubt
about the Company's ability to continue as a going concern.
The Company's balance sheet at Dec. 31, 2015, showed $4.19 million
in total assets, $1.11 million in total liabilities, and
stockholders' equity of $3.08 million.
SALADO SMILES: Selling East West Bank Collateral to Dr. Lufburrow
-----------------------------------------------------------------
Salado Smiles, P.C., asks the U.S. Bankruptcy Court for the Western
District of Texas, Austin Division, to authorize the sale of
collateral of East West Bank to Howard Wesley Lufburrow.
This bankruptcy and the related bankruptcies of and Debra Dudley
Lufburrow (Case No. 16-60262-RBK-7) and Harker Heights Smiles P.C.
(Case No. 16-60202-RBK-7) resulted from the expansion of Dr.
Lufburrow's dental practice from one location to three.
The managerial, financial and practical burdens of operating three
locations proved to be untenable and led Dr. Lufburrow to close the
locations in Harker Heights and Jarrell, Texas. Salado Smiles
continues to operate a dental practice in Salado, Texas.
Dr. Lufburrow now intends to consolidate his practice in Salado
operating as a sole proprietorship.
East West Bank holds a perfected first lien on all of the Debtor's
inventory, chattel paper, accounts receivable, equipment,
instruments and general intangibles. East West bank also holds a
blanket lien on all equipment which is not subject to specific
purchase money liens and certain specifically identified equipment
reflected in the exhibit to the UCC Financing Statement filed on
Feb. 4, 2013, in favor of East West Bank, under Filing No.
13-0003776360 in the office of the Secretary of State of Texas.
East West Bank further holds a second lien on a commercial real
property located in Salado, Texas where the Debtor operates its
practice. The real property is owned by Dr. Lufburrow and Mrs.
Lufbrrow individually. Further, Dr. Lufburrow is a borrower under
the loan documents with East West Bank relative to the loan to
Salado Smiles and Dr. Lufburrow jointly.
At the time of filing, the Debtor valued East West Bank's
collateral as follows:
a. accounts receivable – $70,000,
b. equipment - $115,000,
c. goodwill - $0, and
d. the second lien - $244,000.
At the time of filing the balance owed to East West Bank was
$357,000.
The Debtor proposes to sell the collateral of East West Bank to Dr.
Lufburrow subject to the existing debt owed to East West Bank and
the liens securing the same.
Dr. Luffburrow will reaffirm the debt to East West Bank in the
Lufburrow Chapter 7 Case and, thereafter, will assume the debt to
East West Bank in his individual capacity. Upon assumption of the
debt, East West Bank will be paid in the full amount of its
principal, interest, attorneys' fees and costs, together with the
reasonable additional attorneys' fees and costs incurred by East
West Bank in connection with the Debtor's Chapter 11 bankruptcy
case and Lufburrow Chapter 7 Case.
The terms of the assumed loan will be substantially the same as
those now in force except that any arrears and/or fees will be
re-amortized over the remaining term of the loan until the maturity
date of Feb. 4, 2023.
The sale of the collateral will be further subject to the liens of
Bell County for taxes. There will be no cash payment to the Debtor
as part of this transaction.
Salado Smiles' attorneys:
Michael Baumer
Megan Baumer
LAW OFFICE OF MICHAEL BAUMER
7600 Burnet Road, Suite 530
Austin, TX 78757
Telephone: (512)-476-8707
Facsimile: (512) 476-8604
E-mail: baumerlaw@baumerlaw.com
About Salado Smiles
Salado Smiles, P.C., formerly doing business as Sonterra Smiles,
operates a dental practice in Salado, Tex. The company filed a
chapter 11 petition (Bankr. W.D. Tex. Case No. 16-10413) on Apr. 5,
2016, and is represented by Michael V. Baumer, Esq., in Austin,
Tex. At the time of the filing, the Debtor disclosed total assets
of $177,203 and debt totaling $1.24 million.
The Debtor remains as debtor-in-possession.
The meeting of creditors pursuant to 11 U.S.C. Sec. 341 was
conducted and concluded on May 6, 2016.
SANDPOINT CATTLE: Awarded Over $1.8MM in Legal Malpractice Suit
---------------------------------------------------------------
Judge Shon Hastings of the United States Bankruptcy Court for the
District of Nebraska awarded damages in the sum of $1,831,827 in
favor of Sandpoint Cattle Company, LLC, in the adversary proceeding
captioned Sandpoint Cattle Company, LLC, Plaintiff, v. Robert
Craig, Robert F. Craig P.C. d/b/a Craig/Bednar Law P.C., and Anna
Bednar, Defendants, Adversary No. 14-04052-SKH (Bankr. D. Neb.).
Sandpoint initiated the adversary proceeding, alleging a legal
malpractice claim against its former attorneys, Robert Craig,
Robert F. Craig P.C. d/b/a Craig/Bednar Law P.C. and Anna Bednar.
It also objected to the Final Application for Allowance of
Compensation and Reimbursement of Expenses filed by Craig and
Craig/Bednar Law in the underlying bankruptcy case.
Judge Hastings entered judgment in favor of Anna M. Bednar, and
Sandpoint's claims and causes of action against Bednar were
dismissed with prejudice.
However, Judge Hastings entered judgment in favor of Sandpoint and
against Craig and Robert F. Craig P.C. d/b/a Craig/Bednar Law P.C.,
awarding Sandpoint $1,831,827.63 for lost market value resulting
from Craig's breach of the standard of care.
A full-text copy of Judge Hastings' July 22, 2016 memorandum and
order is available at https://is.gd/XqXAbE from Leagle.com.
The bankruptcy case is In Re: Sandpoint Cattle Company, LLC,
Chapter 11, Debtor, Bankruptcy No. 13-40219 (Bankr. D. Neb.).
Sandpoint Cattle Company, LLC is represented by:
James D. Sherrets, Esq.
Diana J. Vogt, Esq.
SHERRETS, BRUNO & VOGT LLC
260 Regency Parkway Drive, Suite 200
Omaha, NE 68114
Tel: (800)465-1249
Robert Craig is represented by:
William M. Lamson, Jr., Esq.
Cathy S. Trent-Vilim, Esq.
LAMSON, DUGAN & MURRAY, LLP
10306 Regency Pkwy Dr
Omaha, NE 68114
Tel: (402)397-7300
Fax: (402)397-7824
Email: wlamson@ldmlaw.com
ctrent-vilim@ldmlaw.com
About Sandpoint Cattle
Sandpoint Cattle Company, LLC operates a commercial cattle
business in Nebraska. It has a cow-calf herd and raises and sells
bulls.
Sandpoint Cattle filed for Chapter 11 protection (Bankr. D. Neb.
Case No. 13-40219) on February 6, 2013. The Debtor estimated it
had assets and liabilities of $1,000,001 to $10,000,000 at the
time of the filing. Robert F. Craig, Esq., of Craig/Bednar Law
serves as its counsel.
SBA COMMUNICATIONS: S&P Rates Proposed $800MM Sr. Notes 'B'
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '6'
recovery rating to Boca Raton, Fla.-based wireless tower operator
SBA Communications Corp.'s proposed $800 million senior unsecured
notes due 2024. The '6' recovery rating indicates S&P's
expectation for negligible (0%-10%) recovery of principal in the
event of payment default. The company will use proceeds from the
transaction, along with cash on hand, to redeem $800 million of its
existing 5.75% senior unsecured notes due 2020 at wholly owned
subsidiary SBA Telecommunications LLC.
There is no change to S&P's 'BB-' corporate credit rating and
stable outlook on SBA since the transaction is leverage neutral and
could result in modestly lower interest expenses saving. Adjusted
debt to EBITDA was about 8x as of June 30, 2016 and S&P's rating
incorporates the expectation that leverage will remain above 7.5x
area over the next few years.
RATINGS LIST
SBA Communications Corp.
Corporate Credit Rating BB-/Stable/--
New Rating
SBA Communications Corp.
Senior Unsecured
$800 mil. notes due 2024 B
Recovery Rating 6
SETAI 3509: Hires Hoffman Larin as Counsel
------------------------------------------
Setai 3509, LLC and Setai 1908, LLC, seek authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Hoffman Larin & Agnetti, P.A. as counsel to the Debtor.
Setai 3509 requires Hoffman Larin to:
a. advise the Debtors with respect to their duties as
debtors-in-
possession;
b. advise the Debtors with respect to the continued management
of
their real property, business interests and related
obligations;
c. advise the Debtors with respect to their responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the Court;
d. prepare motions and file, pleadings, orders, applications,
adversary proceedings and other documents necessary for the
advancement of the Debtors' case;
e. protect the interest of the Debtors in all matters pending
before the Court;
f. represent the Debtors in negotiation with creditors; and
g. propose and seek confirmation of a plan of reorganization.
The Debtors have paid Hoffman Larin a joint $26,000 as Attorney Fee
Retainer and a joint $4,000.00 as Cost Retainer. The amount of
$5,100.00 was applied to pre-bankruptcy attorneys' fees and
$3,434.00 was applied to Chapter 11 filing fees. The amount of
$20,900.00 of the Attorney Fee Retainer and $566.00 of the Cost
Retainer remains in Hoffman Larin's trust account.
Hoffman Larin will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael S. Hoffman, member of Hoffman Larin & Agnetti, P.A.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Hoffman Larin can be reached at:
Michael S. Hoffman, Esq.
HOFFMAN LARIN & AGNETTI, P.A.
909 North Miami Beach Blvd., Suite 201
North Miami Beach, FL 33162
Tel: (305) 653-5555
Fax: (305) 940-0090
E-mail: mshoffman@hlalaw.com
About Setai 3509
Setai 3509, LLC, based in Miami Beach, FL, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 16-20114) on July 21, 2016. The
Hon. Laurel M Isicoff presides over the case. Michael S Hoffman,
Esq., at Hoffman Larin & Agnetti, P.A., as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities. The petition
was signed by Eric Grabois, authorized agent.
SHINGLE SPRINGS: S&P Affirms 'B+' ICR, Outlook Remains Stable
-------------------------------------------------------------
S&P Global Ratings said it affirmed all ratings on Placerville,
Calif.-based Shingle Springs Tribal Gaming Authority, including the
'B+' issuer credit rating. The outlook remains stable.
"The affirmation reflects Shingle Springs' continued good operating
performance coupled with debt repayment that is significantly ahead
of our previous expectations," said S&P Global Ratings credit
analyst Stephen Pagano.
As a result, credit measures are stronger under S&P's current
base-case forecast than in its prior forecast, resulting in an
improved financial risk assessment. Under S&P's current base-case
forecast assumptions, it now expects leverage will improve to the
low- to mid-2x area in 2016, compared to S&P's previous expectation
for leverage to remain in the 3x area through 2016. S&P also
anticipates funds from operations (FFO) to debt to improve to the
mid-30% area and EBITDA coverage of interest to improve to around
5x in 2016, compared to S&P's previous expectations of the low-20%
area and around 4x, respectively.
The stable outlook reflects S&P's expectation for credit metrics to
improve through 2017, largely driven by debt repayment that will
more than offset a modest negative impact from the opening of an
expansion at Shingle Springs' primary competitor in 2017. S&P
anticipates adjusted leverage will improve to the low-2x area and
EBITDA coverage of interest will improve to the high-5x area by
2017.
SHRI NATHJI: Case Summary & Unsecured Creditor
----------------------------------------------
Debtor: Shri Nathji, LLP
5895 Bonnie View Lane
Elkridge, MD 21075-5225
Case No.: 16-20275
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: August 1, 2016
Court: United States Bankruptcy Court
District of Maryland (Baltimore)
Judge: Hon. Robert A. Gordon
Debtor's Counsel: Tate Russack, Esq.
RLC LAWYERS & CONSULTANTS
7999 N Federal Hwy, Ste 100 A
Boca Raton, FL 33487
Tel: 561-571-9601
Fax: 800-883-5692
E-mail: tate@russack.net
Total Assets: $937,233
Total Liabilities: $1.3 million
The petition was signed by Kirti Kumar Bhavsar, managing partner.
The Debtor lists McNamee, Hosea, Jernigan, Kim, Greenan
& Lynch, P.A. as an unsecured creditor holding a claim of
$362,767.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/mdb16-20275.pdf
SKAGIT GARDENS: Hires Moss Adams as Tax Consultant
--------------------------------------------------
Skagit Gardens, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Western District of Washington to employ
Moss Adams LLP as tax consultant for the Debtor.
Skagit Gardens requires Moss Adams to prepare the Debtor's 2015 and
2016 tax returns and provide related tax planning services, as is
necessary for the Debtor's continued reorganization.
In the 90 days prior to the petition date, the Debtor paid Moss
Adams $2,750 on May 10, 2016 and $2,220 on May 27, 2016 in fees and
costs in the ordinary course of business, and in full satisfaction
of prepetition obligations. Moss Adams currently holds a zero
balance in trust for the Debtor, and the Debtor has not provided
any payment or retainer to Moss Adams postpetition.
Todd Kooiman, partner of Moss Adams LLP, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
Moss Adams can be reached at:
Todd Kooiman
MOSS ADAMS LLP
999 Third Avenue, Suite 2800
Seattle, WA 98104-4019
E-mail: todd.kooiman@mossadams.com
About Skagit Gardens
Skagit Gardens Inc. and three affiliates filed Chapter 11 petitions
(Bankr. W.D. Wash. Lead Case No. 16-12879) on May 27, 2016. The
company is a wholesale nursery that grows two categories of plants,
finished plants and plugs/liners, each grown for different types of
customers. The petitions were signed by Mark Buchholz as
president.
The Debtors listed total assets of $12.5 million and total
liabilities of $19.3 million.
The Debtors are represented by Bush Kornfeld LLP, in Seattle,
Washington, as counsel.
The cases are assigned to Judge Christopher M. Alston.
SONDIAL PROPERTIES: Case Summary & 14 Unsecured Creditors
---------------------------------------------------------
Debtor: Sondial Properties, LLC
1670 Scott Boulevard, Suite 100
Decatur, GA 30033
Case No.: 16-63236
Chapter 11 Petition Date: August 1, 2016
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Debtor's Counsel: George M. Geeslin, Esq.
GEORGE M. GEESLIN
Two Midtown Plaza, Ste. 1350
1349 West Peachtree Street
Atlanta, GA 30309
Tel: (404) 841-3464
Fax: 866-253-2313
E-mail: George@GMGeeslinLaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Alphonso Waters, managing member.
Debtor's List of 14 Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Al Waters and Sondi Waters $2,353,498
1670 Scott Blvd.
Suite 102
Decatur, GA 30033
Family Practice of $1,798,000
Atl. Med. Group
1670 Scott Blvd
Suite 102
Decatur, GA 30033
RimFire Electrical $9,500
Conyers Winnelson Co $5,499
Xenon Cleaning $1,875
CNA Insurance $1,841
Vander Rawlings $1,000
Georgia Power $779
Bagby Elevators $750
Dekalb Co. Water $698
Stanley Security $329
AT&T $249
Dekalb Co. Sanitation $174
Arrow Exterminator $160
STAGE PRESENCE: Court Narrows Claims in "Music Mix Mobile" Suit
---------------------------------------------------------------
Judge Michael E. Wiles of the United States Bankruptcy Court for
the Southern District of New York granted in part and denied in
part the motion to dismiss filed by Stage Presence Incorporated and
individual defendants Allen Newman and Matthew Weiner in the
adversary proceeding captioned MUSIC MIX MOBILE, LLC, JEFF SHAW
PRODUCTIONS, INC., ONE FOOT PRODUCTIONS, LLC, V.I.P. PROMPTING
CORPORATION, IDEA ASYLUM PRODUCTIONS, INC., KENIGMA, INC., EAST
SHORE SOUND, INC., WEUSI BARAKA CHAPMAN, LLOYD JORDAN AND GEORGE M.
BERA, Plaintiffs, v. ALLEN NEWMAN, MATTHEW WEINER, STAGE PRESENCE,
INC., ONE FOR EACH ISLAND LTD., GREGORY MARQUETTE and "XYZ CORP.",
being the fictitious name of one or more entities, Defendants, Adv.
Pro. No. 15-01392 (MEW) (Bankr. S.D.N.Y.).
Judge Wiles held that:
-- the plaintiffs may proceed with their contract
claims against Stage Presence and with their
contention that Newman is liable for such contract
obligations on alter ego/veil piercing theories.
-- the other contract claims, and the claims for fraud
and aiding and abetting fraud, are dismissed.
-- the ruling on the unjust enrichment claim will be
deferred until after a ruling on the plaintiffs'
separate motion for permission to pursue that claim.
-- the claims on behalf of individual plaintiffs Weuis
Baraka Chapman and Lloyd Jordan to recover wages
under New York law may proceed.
The bankruptcy case is In re: STAGE PRESENCE INCORPORATED, Chapter
11, Debtor, Case No. 12-10525 (MEW) (Bankr. S.D.N.Y.).
A full-text copy of Judge Wiles' July 19, 2016 memorandum decision
is available at https://is.gd/qniS9e from Leagle.com.
Music Mix Mobile, LLC is represented by:
Kerry E. Connolly, Esq.
THE LAW OFFICE OF KERRY E. CONNOLLY, ESQ.
One Battery Park Plaza 32nd Fl.
New York, NY 10004
Tel: (212)372-7333
Allen Newman is represented by:
John Carlson, Esq.
JOHN CARLSON, ESQ. LAW OFFICE
519 Walnut Street
Reading, PA 19601
Tel: (610)478-1868
Fax: (610)376-5255
Email: john.c.carlson@verizon.net
Matthew Weiner is represented by:
Robert M. Sasloff, Esq.
ROBINSON BROG LEINWAND GREENE GENOVES & GLUCK P.C.
875 Third Avenue
New York, NY 10022
Tel: (212)603-6300
Email: rms@robinsonbrog.com
Stage Presence, Inc. is represented by:
Joel Shafferman, Esq.
SHAFFERMAN & FELDMAN, LLP
137 5th Avenue, 9th Floor
New York, NY 10010
Tel: (212)509-1802
Fax: (212)509-1831
Email: joel@shafeldlaw.com
About Stage Presence
Stage Presence Incorporated filed a Chapter 11 petition (Bankr.
S.D.N.Y., Case No. 12-10525) on February 9, 2012. The petition was
signed by Allen Newman, president.
The Debtor has tapped Shafferman & Feldman, LLP as its legal
counsel.
The Debtor estimated assets of $2,309,486 and debts of $1,373,349.
On March 27, 2012, the Office of the United States Trustee
appointed a Committee of Unsecured Creditors in this case. The
members of the Committee are KZ Video Consultants, Inc. and Alan
Adelman. On March 4, 2016, the Office of the United States
Trustee filed an Amended Appointment of a Committee of Unsecured
Creditors in this case, the members of which are KEnigma, Inc. and
Alan Adelman. Neither the original Committee nor the Amended
Committee has retained counsel.
* * *
The Troubled Company Reporter, on July 8, 2016, reported that Stage
Presence Incorporated revised its plan of reorganization and
accompanying disclosure statement to, among other things, provide
additional information regarding the treatment of general unsecured
creditors and pending adversary proceedings, which are potential
sources of funding for the plan.
Under the Second Amended Plan, each holder of Allowed Class 2
General Unsecured Claims shall -- in full satisfaction of their
claims -- receive:
(1) their pro rata share of the proceeds of the Litigation
Fund, if any is generated;
(2) their pro rata share of the Television Program Revenue;
and
(3) their pro rata share of 50% of the Debtor's net income
generated by its post confirmation operations, payable in equal
quarterly installments for a period of the earlier of three years
following the Effective Date or such time when their Allowed claims
are paid, in full, from the Litigation Fund and/or the Television
Program Revenue.
SYNCARDIA SYSTEMS: Mulls Private Asset Sale, May Cancel Auction
---------------------------------------------------------------
Matt Chiappardi, writing for Bankruptcy Law360, reported that
SynCardia Inc. told a Delaware bankruptcy judge on Aug. 1 that it
may pivot to a private sale of its assets to secured lender Sindex
SSI Lending LLC instead of a public auction, as talks with
unsecured creditors over concerns about the sale process stalled.
The report said a hearing in Wilmington, Del., lasted into the
evening as sides continued negotiating to resolve many of the
official committee of unsecured creditors' concerns.
The Creditors' Committee has challenged the Debtor's sale proposal
as well as its request to procure DIP financing. The Committee has
sought an adjournment of the hearing on the Debtor's requests
beyond August 9. It also has requested discovery or to conduct
depositions.
The Committee is requesting additional time that allows for a fair
process and an adequate diligence period to ensure rights of
unsecured creditors are preserved and protected. The Committee also
plans to simultaneously use that time to continue negotiations with
the Debtor and Sindex for a global resolution that maximizes the
value of the estate and allows for the estate to be properly
administered post-sale, the Committee said in Monday's court
filings.
The Committee also noted that there is no urgency to obtain
post-petition financing and an adjournment will allow the Debtor to
maintain the status quo. Based on the Debtor's cash flow forecast,
the Debtor can operate utilizing its Cash Collateral for the
budgeted period and will have substantial cash as of the closing
date of the sale. It is possible that the Debtor will never have to
draw down on the DIP Facility to make the payments to estate
professionals at closing.
The Committee noted that, of the $963,000 in proceeds from the DIP
Facility, over $700,000 is being allocated to pay the Debtor's
professional fees.
As reported by the Troubled Company Reporter on July 8, 2016,
SynCardia asked the U.S. Bankruptcy Court for the District of
Delaware to approve bidding procedures relating to the
sale of its business to Sindex SSI Lending, LLC, or to the
successful bidder at the auction.
With the assistance of Canaccord Genuity Inc. and Olshan Frome
Wolosky, LLP and Ankura Consulting Group, LLC (formerly known as
MGBD, LLC), the Debtor extensively marketed its business
prepetition, but was unable to secure an offer from outside of its
capital structure. The Debtor has, however, received a stalking
horse offer to purchase its business, for a combination of
$150,000
in cash and a partial credit bid of $19,000,000, plus amounts
owing
under the debtor in possession financing facility and the
assumption of certain liabilities from Sindex SSI Lending, LLC.
The Stalking Horse Purchaser is not an insider of the Debtor.
Under the Bidding Procedures, if approved by the Court, the Debtor
intends to solicit higher and better offers than the Staking Horse
Bid.
In addition to considering competing offers for the Assets related
to the Debtor's business, the Bidding Procedures will also permit
the Debtor to consider offers for Assets not being acquired by the
Stalking Horse Purchaser.
Because time is of the essence, the Debtor proposed scheduling a
hearing approving the Bidding Procedures on or prior to July 27,
2016, a submission deadline for qualified bids on or prior to
August 15, 2016 at 5:00 p.m. (Prevailing Eastern Time), an auction
for the sale of the Assets on or prior to Aug. 19, 2016, and a
hearing to approve the sale of the Assets on or before Aug. 22,
2016.
The Debtor may terminate the Stalking Horse APA to consummate an
Alternate Transaction entered into in accordance with the Bidding
Procedures Order, upon paying the Stalking Horse Purchaser a
break-up fee of 3% of the Purchase Price (the "Break-Up Fee").
In addition, if the Stalking Horse APA is terminated under certain
other circumstances, the Stalking Horse Purchaser may be entitled
to the reimbursement of its actual and reasonable expenses,
including attorney's fees, in an amount not to exceed $1,750,000.
Proposed Counsel to the Official Committee of Unsecured Creditors:
SHAW FISHMAN GLANTZ & TOWBIN LLC
Thomas M. Horan, Esq.
919 N. Market Street, Suite 600
Wilmington, DE 19801
Telephone: (302) 480-9412
E-mail: thoran@shawfishman.com
- and -
ARENT FOX LLP
Robert M. Hirsh, Esq.
George P. Angelich, Esq.
1675 Broadway
New York, NY 10019
Tel: (212) 484-3900
Fax: (212) 484-3990
Email: robert.hirsh@arentfox.com
george.angelich@arentfox.com
Counsel to the Stalking Horse Purchaser:
Adam G. Landis, Esq.
Kerri K. Mumford, Esq.
Landis Rath & Cobb LLP
919 N. Market Street, Suite 1800
Wilmington, DE 19801
E-mail: landis@lrclaw.com
mumford@lrclaw.com
The Debtor's investment banker:
Geoffrey Richards
Canaccord Genuity Inc.
350 Madison Avenue
New York, NY 10017
E-mail: GRichards@canaccordgenuity.com
About SynCardia Systems
SynCardia Systems, Inc., a medical technology company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case No. 16-11599) on July 1, 2016. The petition was signed by
Stephen Marotta, chief restructuring officer.
At the time of the filing, the Debtor estimated its assets and
liabilities at $10 million to $50 million.
The Debtor filed for bankruptcy protection months after a failed
launch of an initial public offering of its common stock which
resulted in a liquidity shortfall.
SynCardia, a privately-held company with global headquarters and
manufacturing in Tucson, Arizona, is focused on developing,
manufacturing and commercializing the SynCardia temporary Total
Artificial Heart, or TAH-t, an implantable system designed to
assume the full function of a failed human heart in patients
suffering from advanced heart failure.
SynCardia Systems employed Olshan Frome Wolosky LLP and Young
Conaway Stargatt & Taylor, LLP as co-counsel. Ankura Consulting
Group, LLC provides interim management services, and the firm's
Stephen Marotta acts as chief restructuring officer and B. Lee
Fletcher as assistant restructuring officer. Canaccord Genuity
Inc. serves as investment banker, and Rust Consulting/Omni
Bankruptcy serves as claims and administrative agent.
The Office of the U.S. Trustee has appointed three creditors of
SynCardia Systems, Inc., to serve on the official committee of
unsecured creditors.
TANNING BED: Hires John H. Ring III as Special Counsel
------------------------------------------------------
Tanning Bed, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Western District of New York to employ John H. Ring
III as special counsel to the Debtor.
The Debtor seeks to employ and retain John H. Ring III as its
special counsel for the purpose of handling claims objections and
Chapter 5 claims that may arise prior to or during the
administration of this Chapter 11 case.
John H. Ring III will be paid at $200 per hour and for Chapter 5
claims, John H. Ring III, will be paid a one-third contingency fee
of any amount collected after court costs and related expenses.
John H. Ring III, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.
John H. Ring III may be reached at:
John H. Ring III, Esq.
6195 W. Quaker Street
Orchard Park, NY 14127
Phone: +1 716-508-4000
E-mail: ringlawoffice@aol.com
About Tanning Bed, Inc.
Tanning Bed, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
w.D.N.Y.. Case No. 14-12790) on December 11, 2014. Hon. Michael J.
Kaplan presides over the case. Damon Morey, LLP represents the
Debtor as counsel.
In its petition, the Debtor estimated $100,000 to $500,000 in
assets
and $1 million to $10 million in liabilities. The petition was
signed
by Daniel Humiston, president.
TESLA MOTORS: S&P Puts 'B-' CCR on CreditWatch Negative
-------------------------------------------------------
S&P Global Ratings said that it has placed all of its unsolicited
ratings on Tesla Motors Inc., including S&P's 'B-' corporate credit
rating, on CreditWatch with negative implications.
"The CreditWatch placement follows Tesla's announcement that it has
agreed to merge with SolarCity in an all-stock transaction, which
we expect will meaningful increase the combined entity's debt
leverage," said S&P Global credit analyst Nishit Madlani.
S&P will monitor developments related to the announced transaction
and plan to resolve the CreditWatch placement following S&P's
review of the sustainability of the company's capital structure in
conjunction with its long-term business plan, financial policies,
liquidity needs, and access to capital.
TJB AIR: Exclusive Period to File Plan Extended to Nov. 25
----------------------------------------------------------
Judge Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the
Southern District of Florida extends TJB Air Conditioning, LLC's
exclusive period to file a plan and disclosure statement until
November 25, 2016.
The Troubled Company Reporter has previously reported that the
Debtor asks the Court to extend the time for the Debtor to file a
plan of reorganization and disclosure statement by 120 days because
the Debtor still has objections to claims pending against various
creditors, and the resolution of these claims, the Debtor states,
is necessary before a plan and disclosure statement can be
prepared.
A preliminary hearing on the objections to claims is set for July
12, 2016. The Debtor expects that the claims can be resolved
within 90 days. The Debtor should be able to propose a plan of
reorganization within 120 days.
Attorney for TJB Air Conditioning, LLC:
Brian K. McMahon, P.A.
1401 Forum Way 6th Floor
West Palm Beach, FL 33401
Telephone: (561) 478-2500
Facsimile: (561) 478-3111
Email: briankmcmahon@gmail.com
About TJB Air
TJB Air Conditioning, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 15-31350) on Dec. 8, 2015.
Brian K. McMahon, Esq., serves as the Debtor's bankruptcy counsel.
TREND COMPANIES: Wants Plan Filing Date Extended to Sept. 1
-----------------------------------------------------------
The Trend Companies of Kentucky, Inc., asks the U.S. Bankruptcy
Court to extend its exclusive periods for filing and for soliciting
acceptances to a plan of reorganization until September 1, 2016 and
October 3, 2016, respectively.
The Debtor tells the that it needs additional time to put together
projections that will support its plan.
Counsel for The Trend Companies of Kentucky, Inc.:
Neil C. Bordy, Esq.
SEILLER WATERMAN LLC
Meidinger Tower - 22nd Floor
462 S. Fourth Street
Louisville, KY 40202
Telephone: (502) 584-7400
Facsimile: (502) 583-2100
E-mail: bordy@derbycitylaw.com
About Trend Companies
The Trend Companies of Kentucky, Inc., filed a Chapter 11 petition
(Bankr. W.D. Ky. Case No.16-30258), on Feb. 3, 2016. The case is
assigned to Hon. Alan C. Stout. The petition was signed by Joseph
Dumstorf, president.
The Debtor's counsel is Neil Charles Bordy, Esq., at Seiller
Waterman LLC, in Louisville, Kentucky. At the time of filing, the
Debtor had $500,000 to $1 million in estimated assets and $1
million to $10 million in estimated liabilities.
TRIANGLE USA: Duane, Tarlow Representing Mineral Interest Holders
-----------------------------------------------------------------
Duane Morris LLP and Tarlow & Stonecipher, PLLC, as counsel to
mineral interest holders, and in connection with the Chapter 11
case of Triangle USA Petroleum Corporation, et al., submitted with
the Bankruptcy Court a verified statement pursuant to Rule 2019 of
the Federal Rules of Bankruptcy Procedure.
The Mineral Interest Holders are parties who seek, among other
things, declaratory judgment recognizing their ownership of certain
mineral interests claimed by TUSA. The Mineral Interest Holders
contest TUSA's claims against their mineral interests.
A list of the name and addresses and the nature and amount of all
disclosable economic interests held by the Mineral Interest Holders
is available at:
http://bankrupt.com/misc/TRIANGLEUSA_179_rule2019.pdf
The Mineral Interest Holders are represented by:
DUANE MORRIS LLP
Michael R. Lastowski, Esq.
Sommer L. Ross, Esq.
Jarret P. Hitchings, Esq.
222 Delaware Avenue, Suite 1600
Wilmington, DE 19801-1659
Tel: (302) 657-4900
Fax: (302) 657-4901
E-mail: mlastowski@duanemorris.com
slross@duanemorris.com
jphitchings@duanemorris.com
-- and --
TARLOW & STONECIPHER, PLLC
Matt J. Kelly, Esq.
1705 West College Street
Bozeman, MT 59718
Tel: (406) 586-9718
E-mail: mkelly@lawmt.com
About Triangle USA
Triangle USA Petroleum Corporation is an independent exploration
and production company with a strategic focus on developing the
Bakken Shale and Three Forks formations in the Williston Basin of
North Dakota and Montana. TUSA is a wholly owned subsidiary of
Triangle Petroleum Corporation (NYSE MKT: TPLM). Neither TPLM nor
its affiliated company, RockPile Energy Services, LLC, is included
in TUSA's Chapter 11 filing.
Triangle USA Petroleum Corporation and its affiliates filed
voluntary petitions under Chapter 11 of the Bankruptcy Code
(Bankr.
D. Del. Lead Case No. 16-11566) on June 29, 2016. The cases are
pending before the Honorable Mary F. Walrath.
The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel, AP Services, LLC, as financial advisor, PJT Partners
Inc. as investment banker and Prime Clerk LLC as claims & noticing
agent.
In its petition, TUSA estimated assets in the range of $500
million
to $1 billion and liabilities of up to $1 billion.
TRIANGLE USA: Plan Support Agreement Rejected
---------------------------------------------
Matt Chiappardi, writing for Bankruptcy Law360, reported that U.S.
Bankruptcy Judge Mary F. Walrath rejected Triangle USA Petroleum
Corp.'s Chapter 11 plan support agreement with its noteholders,
calling it an "illusory" deal and siding with the shale driller's
midstream contractors that claimed it's simply a method to reject
their contracts and doesn't maximize value for the estate. During
a hearing in Wilmington, Judge Walrath said the plan support
agreement she was considering was unlike any other that had ever
been presented to her.
As reported by the Troubled Company Reporter on July 1, 2016,
Triangle USA sought Chapter 11 protection to implement the terms of
a Plan Support Agreement that will facilitate the restructuring of
its balance sheet. Following several months of negotiations, TUSA
has entered into a PSA with holders of approximately 73% of TUSA's
$381 million 6.75% Senior Unsecured Notes due 2022. The PSA
provides for the Notes to be converted into equity and a new money
rights offering for $100 million, which will be backstopped by a
commitment from certain Participating Noteholders. TUSA's existing
reserve-backed credit facility will be paid in full from a new
revolving credit facility, existing cash at emergence, and proceeds
of the new money rights offering.
About Triangle USA
Triangle USA Petroleum Corporation is an independent exploration
and production company with a strategic focus on developing the
Bakken Shale and Three Forks formations in the Williston Basin of
North Dakota and Montana. TUSA is a wholly owned subsidiary of
Triangle Petroleum Corporation (NYSE MKT: TPLM). Neither TPLM nor
its affiliated company, RockPile Energy Services, LLC, is included
in TUSA's Chapter 11 filing.
Triangle USA Petroleum Corporation and its affiliates filed
voluntary petitions under Chapter 11 of the Bankruptcy Code
(Bankr.
D. Del. Lead Case No. 16-11566) on June 29, 2016. The cases are
pending before the Honorable Mary F. Walrath.
The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel, AP Services, LLC, as financial advisor, PJT Partners
Inc. as investment banker and Prime Clerk LLC as claims & noticing
agent.
In its petition, TUSA estimated assets in the range of $500
million
to $1 billion and liabilities of up to $1 billion.
Andrew R. Vara, Acting U.S. Trustee, informed the U.S. Bankruptcy
Court that a committee of unsecured creditors has not been
appointed in the case.
TRINITY 83 DEVELOPMENT: Case Summary & 10 Unsecured Creditors
-------------------------------------------------------------
Debtor: Trinity 83 Development LLC
6325 Elm Street
Willowbrook, IL 60527
Case No.: 16-24652
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: August 1, 2016
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Deborah L. Thorne
Debtor's Counsel: Gina B Krol, Esq.
COHEN & KROL
105 West Madison Street #1100
Chicago, IL 60602
Tel: 312.368.0300
Fax: 312.368.4559
E-mail: gkrol@cohenandkrol.com
Total Assets: $2.41 million
Total Liabilities: $2.13 million
The petition was signed by Donald L. Santacarina, member.
A copy of the Debtor's list of 10 unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb16-24652.pdf
TX HOLDINGS: Needs More Capital to Implement Business Plan
----------------------------------------------------------
TX Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $84,569 on $381,529 of revenue for the three months ended June
30, 2016, compared with net loss $82,913 on $636,388 of revenue for
the same period in 2015.
For the nine months ended June 30, 2016, the Company listed a net
loss of $105,040 on $1.73 million of revenue, compared to a net
loss of $310,318 on $2.23 million of revenue for the same period in
the prior year.
The Company's balance sheet at June 30, 2016, showed $3.12 million
in total assets, $4.36 million in total liabilities and total
stockholders' deficit of $1.24 million.
Since the commencement of its mining and rail products distribution
business, the Company has relied substantially upon financing
provided by Mr. Shrewsbury, the Company's CEO and, from November
2012 to December 2015, a secured bank line of credit in connection
with the development and expansion of its business. On December 3,
2015, the Company entered into a new loan agreement with Town
Square Bank under which it obtained a term loan in the amount of
$711,376. The Company utilized proceeds of the new loan to repay
its line of credit. The loan is for a term of five years and
matures on December 3, 2020.
These factors raise substantial doubt about the Company's ability
to continue as a going concern. The accompanying consolidated
financial statements have been prepared on a going concern basis,
which contemplates continuing operations and realization of assets
and liquidation of liabilities in the ordinary course of business.
The Company's ability to continue as a going concern is dependent
upon its ability to raise sufficient capital and to implement a
successful business plan to generate profits sufficient to become
financially viable. The consolidated financial statements do not
include adjustments relating to the recoverability of recorded
assets or the implications of associated bankruptcy costs if the
Company is unable to continue as a going concern.
A copy of the Form 10-Q is available at:
http://bit.ly/2aWK7pn
Headquartered in Ashland, Kentucky, TX Holdings, Inc.
(otcqb:TXHG) -- http://www.txholdings.com/-- is a supplier of
mining and rail products to the U.S. coal mining industry.
UCI INTERNATIONAL: Selling Fairfield Facility Assets to Affiliate
-----------------------------------------------------------------
UCI International, LLC, and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to authorize the sale of certain
assets and equipment located at their Fairfield, Illinois facility
to non-debtor affiliate, Talleres Mecanicos Montserrat, S.A. de
C.V. ("TMM").
A hearing for the Motion is set for Aug. 16, 2016. The objection
deadline is on Aug. 9, 2016.
Prior to the Petition Date, the Debtors determined that it was
necessary to shut down the Debtors' Fairfield Facility and,
ultimately, transition production of certain fuel pumps to
non-Debtor subsidiary TMM's facilities in Mexico. In connection
with the closure of the Fairfield Facility and transition of
certain services to TMM, the Debtors sought certain "first day"
relief on the Petition Date.
Specifically, the Debtors obtained the following relief in
connection with the Affiliates Transactions Motion and Employee
Wage Motion:
a. Pursuant to the interim order and final order approving the
Affiliate Transactions Motion, the Debtors are authorized to
purchase components and finished products from TMM in its capacity
as a Foreign Subsidiary Vendor, and bail certain equipment to TMM
in furtherance of TMM manufacturing products for the Debtor.
b. Pursuant to the final order approving certain of the Debtors'
incentive and severance programs, the Debtors are authorized to pay
Fairfield Transition Payments to severed employees at the Fairfield
Facility, consistent with the terms of the agreement between the
Debtors and International Union – UAW and its Affiliated Local
Union No. 543 in respect of the Airtex CBA in respect of the
collective bargaining agreement applicable to employees at the
Fairfield Facility.
Since the Petition Date, the Debtors have continued to evaluate,
analyze and refine their exit plan for the Fairfield Facility.
After careful analysis, the Debtors have determined that certain
additional measures are necessary to fully effectuate the closing
of the Fairfield Facility in the most efficient way possible and on
a sensible timeline in order to fully preserve the value of the
Debtors' estates.
In an effort to maintain transparency for the benefit of all
parties in interest, the Debtors are seeking authority from the
Court at this time in connection with the following additional
steps of the plan to shut down the Fairfield Facility and
transition production to TMM facilities:
a. The Debtors currently have a significant number of fuel pump
components located at the Fairfield Facility that are not being
sold to customers or otherwise used by the Debtors' estates. In
their current state, these components provide little to no benefit
to the Debtors' estates because the Fairfield Facility no longer
has the capability to manufacture finished product. Overall, the
Debtors anticipate that the Debtors will transfer approximately $15
million in components in connection with the TMM Fuel Pump
Transactions.
b. The Debtors also seek to immediately sell certain equipment
("TMM Equipment Sales") to TMM that will facilitate TMM's
manufacturing of the fuel pump products that the Debtors will sell
to their customers. The Debtors estimate that the total value of
the equipment to be sold to TMM pursuant to the TMM Equipment Sales
will be less than $200,000 total.
The Debtors believe that the TMM Fuel Pump Transactions and TMM
Equipment Sales represent a sound exercise of business judgment.
Accordingly, an inability to engage in the TMM Fuel Pump
Transactions will result in delay to effectively closing the
Fairfield Facility, potential value destruction to the Debtors'
estates in the forms of higher costs and an inefficient use of
valuable fuel pump components currently held by the Debtors'
estate.
The Debtors' believe that the relief requested in this Motion is
necessary for completing the shut-down of the Fairfield Facility
and will benefit the Debtors, their customers, and the estates for
several reasons. First, both the TMM Fuel Pump Transactions and
TMM Equipment Sales will allow the Debtors to realize value of
certain assets that currently provide no benefit to the Debtors'
business.
Currently, the components and equipment are unused and sitting in
the Fairfield Facility. In the absence of the TMM Fuel Pump
Transactions and TMM Equipment Sales, the components and equipment
would likely remain idle in the Fairfield Facility until the assets
were either abandoned or sold for scrap. However, if the relief
requested in this Motion is granted, idle components will be
promptly transferred or sold to TMM's facilities in Mexico for use
in production of fuel pump products that will thereafter be
transferred back to the Debtors and sold to the Debtors' customer
base.
Second, the proposed relief will reduce certain costs that would
otherwise be incurred by the Debtors. For example, because the
Debtors currently pay TMM for certain finished goods, the TMM Fuel
Pump Transactions will result in a lower cash outlay from the
Debtors to TMM since the Debtors will net out the costs of any
components sold to TMM from any amounts owed to TMM. In addition,
the TMM Equipment Sales will allow the Debtors to avoid any
administrative costs that would be incurred in finding an
alternative buyer for the equipment or otherwise disposing of the
equipment in connection with the Fairfield Facility closure. The
TMM Fuel Pump Transactions and TMM Equipment Sales will also help
the Debtors avoid unnecessary administrative costs and expenses
potentially associated with delaying an orderly wind-down of the
Fairfield Facility.
The Debtors are represented by:
Larry J. Nyhan
Jessica C.K. Boelter
Kerriann S. Mills
Geoffrey M. King
SIDLEY AUSTIN LLP
One South Dearborn Street
Chicago, IL 60603
Telephone: (312) 853-7000
Facsimile: (312) 853-7036
- and -
Robert S. Brady
Edmon L. Morton
Ashley E. Jacobs
Elizabeth S. Justison
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square, 1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
About UCI International
UCI International, LLC, headquartered in Lake Forest, IL, designs,
manufactures, and distributes vehicle replacement parts, including
a broad range of filtration, fuel delivery systems, and cooling
systems products in the automotive, trucking, marine, mining,
construction, agricultural, and industrial vehicles markets.
UCI and its affiliates sought Chapter 11 protection (Bankr. D. Del.
Case No. 16-11355) on June 1, 2016. Alvarez & Marsal provides the
company with financial advice and Moelis & Company LLC is the
Debtors' investment banker. Garden City Group serves as the
Debtors' Claims Agent.
UNIVERSAL WELL: Hires Kruse Energy as Auctioneer
------------------------------------------------
Universal Well Service Holdings, Inc., seeks authority from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
Kruse Energy & Equipment as auctioneer to the Debtor.
The Debtor owned oil well service equipment which was encumbered by
liens in favor of Capital One, N.A.
At the request of Capital One, the Debtor entered into an agreement
to engage Ritchie Bros. Auctioneers to conduct an auction sale of
its oil well service equipment on May 11, 2016.
Richie Bros. has now transported substantially all oil well service
equipment of the Debtor to its secure auction site. The Debtor
has, however, reserved from the auction sale to be conducted by
Ritchie Bros. the titled vehicles and trailers which are not
encumbered by liens in favor of Capital One as the Debtor believes
the sale of the equipment through another auction house will result
in a greater net recovery to the bankruptcy estate.
Universal Well requires Kruse Energy to conduct the public auction
sale of the titled vehicles and trailers which are not encumbered
by liens in favor of Capital One.
Kruse Energy will conduct the auction beginning at 9:00 a.m. on
October 5 and 6, 2016 in the ballroom of the Embassy Suites Hotel,
located at 1815 South Meridian Avenue, Oklahoma City, Oklahoma.
Kruse Energy will be paid a commission based on the gross sale
price of the equipment equal to 10% plus a 2-1/2% buyer's premium
and reasonable, necessary expenses which are capped at $10,000.
Larry Mitchell, regional sales manager of Kruse Energy & Equipment,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estate.
Kruse Energy can be reached at:
Larry Mitchell
KRUSE ENERGY & EQUIPMENT
11611 County Road 128 W
Odessa, TX 79765
Tel: (432) 563-2005
Fax: (432) 563-7929
About Universal Well Service
Universal Well Service Holdings, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
16-40979) on March 2, 2016. The petition was signed by Kenneth K.
Conte, chief financial officer. The Debtor is represented by
Joseph F. Postnikoff, Esq., at Goodrich Postnikoff & Associates,
LLP. The Debtor estimated assets of $1 million to $10 million and
debts of $10 million to $50 million.
UPD GLOBAL: Court Affirms Order Dismissing Suit vs. Continental
---------------------------------------------------------------
Judge Sim Lake of the United States District Court for the Southern
District of Texas, Houston Division, addressed appeals brought by
UPD Global Resources, Inc., and ordered as follows:
-- Affirming the bankruptcy court's order granting the
defendant's motion to dismiss, signed May 12, 2015;
-- Affirming the bankruptcy court's order on motion for
clarification of the order granting Continental
Casualty Company's motion to dismiss, signed August
13, 2015;
-- Affirming the bankruptcy court's order granting
motion of Continental Casualty Company pursuant to
Bankruptcy Rule 3006 to withdraw Claim No. 3, signed
on September 17, 2015.
Judge Lake dismissed the two civil actions arising from UPD's
appeal of these three orders.
The bankruptcy case is IN RE: UPD GLOBAL RESOURCES, INC. Debtor,
Bankruptcy No. 11-36970-H5-11 (Bankr. S.D. Tex.).
The adversary proceeding is UPD GLOBAL RESOURCES, INC. Plaintiff,
v. CONTINENTAL CASUALTY CO. and PBC SERVICES, INC. Defendants,
Adversary No. H-15-03073 (Bankr. S.D. Tex.).
The civil actions are UPD GLOBAL RESOURCES, INC. Appellant, v.
CONTINENTAL CASUALTY CO. and PBC SERVICES, INC. Appellees. UPD
GLOBAL RESOURCES, INC. Appellant, v. CONTINENTAL CASUALTY CO.
Appellee, Civil Action No. H-15-2488., H-15-2717 (S.D. Tex.).
A full-text copy of Judge Lake's July 21, 2016 memorandum opinion
and order is available at https://is.gd/kaTENz from Leagle.com.
UPD Global Resources, Inc. is represented by:
Leonard H. Simon, Esq.
Robert L. Pendergraft, Esq.
William P. Haddock, Esq.
PENDERGRAFT & SIMON
2777 Allen Parkway, Suite 800
Houston, TX 77019
Tel: (713) 868-3505
Fax: (713) 868-1267
Email: lsimon@pendergraftsimon.com
rlp@pendergraftsimon.com
whaddock@pendergraftsimon.com
Continental Casualty Company is represented by:
Thomas J. Lester, Esq.
HINSHAW AND CULBERTSON LLP
521 West Main Street, Suite 300
Belleville, IL 62222
Tel: (618)277-2400
Emai: tlester@hinshawlaw.com
WARNER MUSIC: Satisfies Conditions to Term Loan Credit Agreement
----------------------------------------------------------------
On July 15, 2016, Warner Music Group Corp. received lender consent
to, and executed, an amendment to the credit agreement, dated Nov.
1, 2012. The Senior Term Loan Credit Agreement Amendment (among
other changes) conforms certain baskets governing the ability to
incur debt and liens to the equivalent provisions applicable to the
Notes. The effectiveness of those changes to the baskets was
subject to certain conditions, which have now been satisfied by the
completed issuance and sale of the Notes and the prepayment,
pursuant to the prepayment notice dated July 22, 2016, of $295.5
million of the Tranche B Term Loans with the net proceeds from the
sale of the Notes.
About Warner Music Group
Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003. The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp. WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.
The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing. The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists. The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.
In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.
On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE. On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended. On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act. The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.
Warner Music reported a net loss attributable to the Company of $91
million on $2.96 billion of revenues for the fiscal year ended
Sept. 30, 2015, compared to a net loss attributable to the Company
of $308 million on $3.02 billion of revenues for the fiscal year
ended Sept. 30, 2014.
As of March 31, 2016, Warner Music had $5.48 billion in total
assets, $5.25 billion in total liabilities and $234 million in
total equity.
* * *
As reported by the TCR on Oct. 23, 2015, Standard & Poor's Ratings
Services lowered its corporate credit rating on New York City-based
Warner Music Group Corp. (WMG) to 'B' from 'B+'. "The downgrades
reflect our expectations that WMG's adjusted leverage will remain
elevated for the next two years -- above our 5x threshold for the
'B+' corporate credit rating," said Standard & Poor's credit
analyst Naveen Sarma.
WARNER MUSIC: Unit Sold $300 Million Senior Notes Due 2023
----------------------------------------------------------
WMG Acquisition Corp., an indirect, wholly-owned subsidiary of
Warner Music Group Corp., issued and sold $300 million in aggregate
principal amount of its 5.000% Senior Secured Notes due 2023 under
the Indenture, dated as of Nov. 1, 2012, among the Issuer, the
guarantors party thereto, Credit Suisse AG, as Notes Authorized
Agent and Collateral Agent, and Wells Fargo Bank, National
Association, as Trustee, as supplemented by the Fifth Supplemental
Indenture, dated as of July 27, 2016, among the Issuer, the
guarantors party thereto and the Trustee.
Interest on the Notes will accrue at the rate of 5.000% per annum
and will be payable semi-annually in arrears on February 1 and
August 1, commencing on Feb. 1, 2017.
The Notes are the Issuer's senior secured obligations and are
secured on an equal and ratable basis with all existing and future
indebtedness secured with the same security arrangements as the
Notes, including the Existing Secured Notes and the Credit
Facilities. The Notes rank senior in right of payment to the
Issuer's subordinated indebtedness; rank equally in right of
payment with all of the Issuer's existing and future senior
indebtedness, including the Issuer's 6.750% Senior Notes due 2022,
the Issuer’s 5.625% Senior Secured Notes due 2022, 6.000% Senior
Secured Notes due 2021, the Issuer's 6.250% Senior Secured Notes
due 2021 and indebtedness under the Issuer's senior secured
revolving credit facility with Credit Suisse AG, as administrative
agent, and the other financial institutions and lenders from time
to time party thereto and the Issuer's senior secured term loan
credit facility with Credit Suisse AG, as administrative agent, and
the other financial institutions and lenders from time to time
party thereto and any future senior secured credit facility; are
effectively senior to the Issuer's unsecured senior indebtedness,
including the Existing Unsecured Notes, to the extent of the value
of the collateral securing the Notes; and are structurally
subordinated in right of payment to all existing and future
indebtedness and other liabilities of any of the Issuer’s
non-guarantor subsidiaries.
At any time prior to Aug. 1, 2019, the Issuer may on any one or
more occasions redeem up to 40% of the aggregate principal amount
of the Notes (including the aggregate principal amount of any
additional securities constituting Notes) issued under the New
Secured Notes Indenture, at its option, at a redemption price equal
to 105% of the principal amount of the Notes redeemed, plus accrued
and unpaid interest thereon, if any, to the date of redemption
(subject to the rights of holders of Notes on the relevant record
date to receive interest on the relevant interest payment date),
with funds in an aggregate amount not exceeding the net cash
proceeds of one or more equity offerings by the Issuer or any
contribution to the Issuer's common equity capital made with the
net cash proceeds of one or more equity offerings by the Issuer's
direct or indirect parent; provided that:
(1) at least 50% of the aggregate principal amount of the Notes
originally issued under the New Secured Notes Indenture (including
the aggregate principal amount of any additional securities
constituting Notes issued under the New Secured Notes Indenture)
remains outstanding immediately after the occurrence of such
redemption; and
(2) the redemption occurs within 180 days of the date of, and may
be conditioned upon, the closing of such equity offering.
The Notes may be redeemed, in whole or in part, at any time prior
to August 1, 2019, at the option of the Issuer, at a redemption
price equal to 100% of the principal amount of the Notes redeemed
plus the applicable make-whole premium as of, and accrued and
unpaid interest thereon, if any, to, the applicable redemption date
(subject to the right of holders of record on the relevant record
date to receive interest due on the relevant interest payment
date).
On or after Aug. 1, 2019, the Issuer may redeem all or a part of
the Notes, at its option, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and
unpaid interest thereon, if any, on the Notes to be redeemed to the
applicable redemption date, if redeemed during the twelve-month
period beginning on August 1 of the years indicated below:
Year Percentage
---- ----------
2019 102.500%
2020 101.250%
2021 and thereafter 100.000%
In addition, during any 12-month period prior to August 1, 2019,
the Issuer will be entitled to redeem up to 10% of the original
aggregate principal amount of the Notes (including the principal
amount of any additional securities of the same series) at a
redemption price equal to 103.000% of the aggregate principal
amount thereof, plus accrued and unpaid interest thereon, if any,
to the redemption date (subject to the right of holders of record
on the relevant record date to receive interest due on the relevant
interest payment date).
Upon the occurrence of a change of control, which is defined in the
Secured Notes Base Indenture, each holder of the Notes has the
right to require the Issuer to repurchase some or all of such
holder's Notes at a purchase price in cash equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any,
to the repurchase date.
The New Secured Notes Indenture also provides for events of default
which, if any of them occurs, would permit or require the principal
of and accrued interest on New Secured Notes to become or to be
declared due and payable.
About Warner Music Group
Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003. The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp. WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.
The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing. The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists. The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.
In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.
On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE. On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended. On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act. The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.
Warner Music reported a net loss attributable to the Company of $91
million on $2.96 billion of revenues for the fiscal year ended
Sept. 30, 2015, compared to a net loss attributable to the Company
of $308 million on $3.02 billion of revenues for the fiscal year
ended Sept. 30, 2014.
As of March 31, 2016, Warner Music had $5.48 billion in total
assets, $5.25 billion in total liabilities and $234 million in
total equity.
* * *
As reported by the TCR on Oct. 23, 2015, Standard & Poor's Ratings
Services lowered its corporate credit rating on New York City-based
Warner Music Group Corp. (WMG) to 'B' from 'B+'. "The downgrades
reflect our expectations that WMG's adjusted leverage will remain
elevated for the next two years -- above our 5x threshold for the
'B+' corporate credit rating," said Standard & Poor's credit
analyst Naveen Sarma.
WARREN RESOURCES: Plan Gives Unsecured Creditors 2.78% Recovery
---------------------------------------------------------------
Warren Resources, Inc., et al., on July 18, 2016, filed a Plan of
Reorganization that's based on a settlement with first lien lenders
owed $248 million that would provide for distributions to second
lien lenders and general unsecured creditors. Unsecured creditors
are estimated to have a 2.78% recovery under the Plan.
Without the restructuring provided for in the Plan, the Debtors say
they would not have sufficient liquidity to maintain their business
as a going concern. The Plan would reduce their $486.3 million of
indebtedness by converting the claims of the first lien lenders,
second lien lenders and holders of senior notes into equity in the
Reorganized Debtors and (in the case of the first lien lenders) the
new first lien facility.
The Plan provides that:
-- Allowed Administrative Expenses, Professional Fee Claims,
Priority Tax Claims, Other Priority Claims and Other Secured Claims
will be paid in full or reinstated on the later of the Effective
Date and the date of their allowance. Estimated recovery: 100%
-- Class 1A claims of the First Lien Lenders will be converted
into 82.5% of the equity (subject to dilution by the Management
Incentive Plan) in the Reorganized Debtors and the New First Lien
Facility. Additionally, at the Plan Sponsor's option, the amount
outstanding under the DIP Credit Agreement may be rolled into the
New First Lien Facility. Estimated recovery: 64.84%
-- Class 2A claims of the Second Lien Lenders, the Senior Notes
Claims, and the claim of Citrus Energy (if allowed as a general
unsecured claim, and if so allowed in an amount not exceeding $8.5
million) will be converted into the remaining 17.5% of the equity
(subject to dilution by the Management Incentive Plan) in the
Reorganized Debtors, pro rata based on the amount of their
respective claims. In addition, Holders of Second Lien Facility
Claims will receive their pro rata portion of (1) the Claren Road
Supplemental Equity Distribution and (2) the New Warrants.
Estimated recovery for Senior Notes Claims and Citrius Earn Out
Claims: 2.78%; Estimated recovery for Second Lien Facility Claims:
5.18%
-- Unsecured Claims in Class 2B will receive cash or an unsecured
note (in each case without interest) in an amount equal to the same
economic recovery provided to the holders of allowed Class 2A
claims from the General Equity Pool. For example, if recovery to
Class 2A under the Plan from the General Equity Pool is 3%, the
economic recovery to Class 2B will be 3% under the Plan. For the
avoidance of doubt, the calculation of the economic recovery to
holders of allowed Class 2B Claims will not take into account any
economic recovery to Holders of Second Lien Facility Claims on
account of the Claren Road Supplement Equity Distribution and the
New Warrants. Estimated recovery: 2.78%
-- Class 6 Warren Equity Interests will be cancelled and receive
no further payments or recovery. Estimated recovery: 0%
The Debtors' mid-point estimated Enterprise Value is $177 million.
Because the First Lien Lenders have liens on substantially all
assets of each of the Debtors (other than Warren Management
Corp. and Warren Energy Services, LLC) and the amount of the First
Lien Lenders Claims are at least $248 million, the Debtors believe
that the First Lien Lenders would be entitled to the full value of
the Debtors and there would be no value left for distribution to
Unsecured Creditors (including the Second Lien Lenders). The First
Lien Lenders have nevertheless consented to the Distributions to
Class 2A and 2B as part of the settlement reached with the Debtors,
Claren Road and the Consenting Senior Noteholders which would avoid
the need for a contested and potentially expensive Plan
confirmation process.
A copy of the Disclosure Statement accompanying the Plan of
Reorganization dated July 18, 2016, is available at:
http://bankrupt.com/misc/Warren_Resources_217_DS.pdf
About Warren Resources
Warren Resources Inc., is an independent energy company engaged in
the exploration, development and production of domestic onshore
crude oil and natural gas reserves. It is primarily focused on the
development of its waterflood oil recovery properties in the
Wilmington field within the Los Angeles Basin of California, its
position in the Marcellus Shale gas in northeastern Pennsylvania
and its coalbed methane, or CBM, natural gas properties located in
Wyoming.
Warren Resources, Inc., Warren E&P, Inc., Warren Resources of
California, Inc., Warren Marcellus LLC, Warren Energy Services,
LLC, and Warren Management Corp. each filed a voluntary petition
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Proposed
Lead Case No. 16-32760) on June 2, 2016. The Debtors listed total
assets of $230 million and total debt of $545 million.
The Debtors have hired Andrews Kurth LLP as counsel, Jefferies LLC
as investment banker, Deloitte Transactions and Business Analytics
LLP as restructuring advisor and Epiq Bankruptcy Solutions, LLC as
claims, balloting and noticing agent.
Judge Marvin Isgur has been assigned the cases.
WEST ALLIS-WEST: Moody's Lowers Long-Term GO Rating to Ba1
----------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from A2 the
long-term general obligation (GO) rating of West Allis-West
Milwaukee School District, WI. The district's long-term GO rating
has also been placed under review for possible further downgrade.
Concurrently, Moody's has downgraded the short-term rating on the
district's outstanding Tax and Revenue Anticipation Notes (TRANs)
to SG from MIG 2. The district currently has $17 million and $25
million in GO and TRANs debt outstanding, respectively.
The downgrade of the long-term rating to Ba1 reflects the
district's structurally imbalanced operations that have resulted in
deficit fund balances and an elevated reliance on cash flow
borrowing. These factors are offset to a degree by the district's
large, suburban Milwaukee (Aa3 stable) tax base; average wealth
indices; low long-term debt burden; and modest exposure to unfunded
pension liabilities.
The downgrade of the short-term rating to speculative grade (SG)
reflects the weakness of the long-term GO rating; reliance on
proceeds of expected borrowing to redeem outstanding TRANs; and the
narrow window of time to secure take-out financing in advance of
the Sept. 20, 2016, maturity of the outstanding TRANs.
Rating Outlook
The district's long-term GO rating has been placed on review
(rating under review or RUR) for possible further downgrade. If
the district is unable to secure take-out financing to redeem
$25 million in outstanding TRANs in advance of the Sept. 20, 2016,
maturity, Moody's could lower the long-term GO rating. While
Moody's notes that the district has a demonstrated history of
successful marketing of bonds and notes, the weakening of the
district's long-term rating could affect its ability to access the
market on affordable terms.
Factors that Could Lead to an Upgrade
Sustained return to structurally balanced
operations resulting in positive reserves and
liquidity
Elimination of reliance on overlapping borrowing
to retire outstanding short-term notes
Factors that Could Lead to a Downgrade
In the near term, an inability to secure affordable
take-out financing to redeem maturing short-term
obligations
In the long term, failure to restore operating fund
balances and liquidity
Legal Security
Debt service on outstanding long-term bonds and notes are secured
by the district's general obligation unlimited tax (GOULT) pledge
to levy a dedicated tax unlimited as to rate or amount. Debt
service on the Series 2015D taxable tax and revenue anticipation
notes (TRANs) is secured by a pledge of all available district
revenues, including property taxes and state aid.
Use of Proceeds
Not applicable.
Obligor Profile
The West Allis-West Milwaukee School District is a suburban school
district located 10 miles west of the City of Milwaukee. It
provides pre-K through 12th grade education to approximately 9,900
students in a community of 68,000 residents.
Methodology
The principal methodology used in the long term rating was US Local
Government General Obligation Debt published in January 2014. The
principal methodology used in the short term rating was Short Term
Cash Flow Notes published in April 2013.
WRWM PARTNERSHIP: Selling Pennsylvania Property for $150K
---------------------------------------------------------
WRWM Partnership, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to authorize the private sale of
property located at 935 W. Cypress Avenue, Kennett Square,
Pennsylvania, to Steven A. Kopp for $149,500.
A hearing on the Motion is set for Aug. 24, 2016.
The Agreement contemplates the sale of the Property to the buyer
for a total of $149,500, plus an additional amount not to exceed
$1,500 to pay any municipal bills and/or fines issued with respect
to the Property and minus the closing costs resulting from the sale
of the Property.
The Property is currently encumbered by a mortgage with M&T Bank.
M&T asserts that it is currently owed a total amount due and owing
of $627,919. It has agreed to accept the Agreement for the
purchase of the Property.
M&T will receive the full remainder of the purchase price at
closing once the closing costs and municipal bills and/or fines
have been paid, however M&T has agreed to a carve out of $4,000
from the proceeds of the sale to be paid to Debtor's counsel
(Bielli & Klauder, LLC) for legal fees related to the sale. This
carve-out will be paid to Debtor's counsel at closing and escrowed
until a fee application for Debtor's counsel has been filed and
approved by the Court. The carve-out will reduce the net amount to
M&T at closing, and therefore will have no adverse effect on the
bankruptcy estate.
The Debtor submits that the decision to sell the Property is based
upon sound business judgment and should be approved. The Debtor
has worked diligently to explore alternatives to the proposed Sale
and seek alternative buyers. However, the state of the Property
and the Debtor's financial situation resulted in the Debtor's
determination that the Sale of the Property is a necessary step
towards a successful and meaningful distribution to the Debtor's
creditors.
The Debtor requests that the 14 day stay provision of F.R.B.P.
6004(h) be waived due to the urgency of the matter.
A true and correct copy of the Addendum/Endorsement to Agreement of
Sale attached to the Motion is available for free at:
http://bankrupt.com/misc/WRWM_Partnership_64_Sales.pdf
The Debtor's counsel can be reached at:
Thomas D. Bielli, Esq.
Cory P. Stephenson, Esq.
BIELLI & KLAUDER, LLC
1500 Walnut Street, Suite 900
Philadelphia, PA 19102
Telephone: (215) 642-8271
Facsimile: (215) 754-4177
E-mail: tbielli@bk-legal.com
cstephenson@bk-legal.com
About WRWM Partnership
WRWM Partnership, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Pa. Case No. 16-11997) on March 24, 2016, estimating
under $1 million in both assets and liabilities.
The Debtor has remained in possession of its assets and continued
management of its business as a debtor-in-possession pursuant to
Sections 1107 and 1108 of the Bankruptcy Code.
An official committee of unsecured creditors has not yet been
appointed.
ZERGA PHIN-KER: Has Until Sept. 16 to Obtain Plan Confirmation
--------------------------------------------------------------
Judge Brenda T. Rhoades the U.S. Bankruptcy Court for the Eastern
District of Texas grants Zerga Phin-Ker LP an extension of its
exclusive period to confirm a plan up to and including September
16, 2016.
The Troubled Company Reporter has reported earlier that the Debtor
asked the Court to extend its exclusive time to confirm a plan of
liquidation because if the Debtor's were to run out of exclusivity
before it could finalize its stalking horse and bid procedures,
competing plans could devalue the Debtor's property and chill
bidding, harming the estate.
Since the filing of the Plan, the Debtor has been diligently
negotiating with various interested parties to select a stalking
horse bidder. Those negotiations continue and, due to
circumstances beyond the Debtor's control, the stalking horse asset
purchase agreement is not yet ready to execute and file with a
motion to sell.
Counsel for the Debtor:
Vickie L. Driver, Esq.
Emily S. Chou, Esq.
LEWIS BRISBOIS BISGAARD & SMITH, LLP
2100 Ross Avenue, Suite 2000
Dallas, Texas 75201
Tel: (214) 722-7100
Fax: (214) 722-7111
Email: vickie.driver@lewisbrisbois.com
emily.chou@lewisbrisbois.com
About Zerga Phin-Ker
Zerga Phin-Ker LP filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Tex. Case No. 15-42087) on Nov. 20, 2015. The petition was
signed by Jerry Green as co-president. Judge Brenda T. Rhoades is
assigned to the case.
Zerga Phin-Ker LP is a Texas limited partnership whose principal
place of business is in McKinney, Texas. The Debtor was engaged in
the acquisition, construction, and development of a senior
retirement facility in the City of Longview, Gregg County, Texas,
to be known as "Parkview on Hollybrook," consisting of 126
independent living units, an assisted living and memory care
facility, and common areas .
The Debtor estimated assets and liabilities in the range of $10
million to $50 million. The Debtor tapped Lewis Brisbois Bisgaard
& Smith LLP as counsel. On Feb. 17, 2016, the Court entered a
final order approving the Debtor's emergency application to employ
CohnReznick LLP as restructuring advisor and designate Chad J.
Shandler as Chief Restructuring Officer Effective as of December
15, 2015.
ZERGA PHIN-KER: Recovery for $22.8M Unsec. Claims Still Unknown
---------------------------------------------------------------
Zerga Phin-Ker LP on Aug. 30, 2016, will seek confirmation of a
plan of liquidation that provides that general unsecured claims,
estimated at $22.8 million, will be paid pro rata from what's left
of the sale proceeds after distributions to holders of the secured
bonds and tax claims and the payment of the $663,000 wind-down
budget.
The estimated recovery for holders of general unsecured claims is
still unknown, according to the Second Amended Disclosure Statement
in support of the Second Amended Chapter 11 Plan of Liquidation
dated as of July 18, 2016.
On July 12, 2016, the Bankruptcy Court determined that this
Disclosure Statement contains "adequate information" in accordance
with 11 U.S.C. Sec. 1125. The Court has scheduled a hearing to
consider Confirmation of the Plan on Aug. 30, 2016 at 10:00 a.m.
Central Time in Plano, Texas.
The Plan is a liquidating plan and the funding thereof depends on
the successful liquidation of the Debtor's assets, primarily the
facilities in the City of Longview, Gregg County, Texas. The
Facilities are being offered for sale through an auction process.
A Sale Motion was filed on June 28, 2016.
The occurrence of the Effective Date of the Plan is contingent
upon, among other things, the closing of the Sale of the Facilities
to the Prevailing Bidder. If the Sale of the Facilities to the
Prevailing Bidder fails to close, the Effective Date of the Plan
will not occur and Plan would not be consummated. If the Sale to
the Prevailing Bidder closes, and other conditions precedent to the
occurrence of the Effective Date are met, or waived, the Plan will
go effective and be consummated.
A copy of the Second Amended Disclosure Statement in support of the
Second Amended Chapter 11 Plan of Liquidation dated as of July 18,
2016, is available for free at:
http://bankrupt.com/misc/Zerga_290_2nd_Am_DS.pdf
About Zerga Phin-Ker
Zerga Phin-Ker LP filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Tex. Case No. 15-42087) on Nov. 20, 2015. The petition was
signed by Jerry Green as co-president. Judge Brenda T. Rhoades is
assigned to the case.
Zerga Phin-Ker LP is a Texas limited partnership whose principal
place of business is in McKinney, Texas. The Debtor was engaged in
the acquisition, construction, and development of a senior
retirement facility in the City of Longview, Gregg County, Texas,
to be known as "Parkview on Hollybrook," consisting of 126
independent living units, an assisted living and memory care
facility, and common areas .
The Debtor estimated assets and liabilities in the range of $10
million to $50 million. The Debtor tapped Lewis Brisbois Bisgaard
& Smith LLP as counsel. On Feb. 17, 2016, the Court entered a
final order approving the Debtor's emergency application to employ
CohnReznick LLP as restructuring advisor and designate Chad J.
Shandler as Chief Restructuring Officer Effective as of December
15, 2015.
[*] Cosgrave Joins K&L Gates' London Finance Practice
-----------------------------------------------------
The London office of global law firm K&L Gates LLP has added Barry
Cosgrave as a partner in the firm's global finance practice.
Cosgrave, who joins K&L Gates from Shearman & Sterling LLP, is the
second new partner addition to the firm's London finance practice
in just a month.
Cosgrave's experience includes distressed debt and restructuring,
debt capital markets, structured finance, and Islamic finance. He
has significant Middle East experience, having also practiced in
Dubai for a number of years.
"With a focus on distressed debt and the Middle East, my ambitions
and experience are very much in line with the strategic direction
of K&L Gates' finance practice," said Cosgrave. "I feel that I can
play an important part in further growing our finance offering."
Tony Griffiths, administrative partner of K&L Gates' London office,
stated: "Structured finance, restructuring, distressed debt, and
Islamic finance have continued to be a priority focus of our
investment in London in recent years. Barry joins a thriving
practice, and we also expect him to link up closely with our Middle
East team."
Lawyers in K&L Gates' finance practice represent financial
institutions, lenders, servicers, trustees, investors, alternative
capital providers, asset based lenders, and private equity funds on
borrowings, new lendings, restructurings, workouts, and
enforcements of debt and equity positions encompassing a variety of
financing transactions, including corporate, acquisition,
asset-based, project, real estate, transportation, and Islamic
finance matters.
Cosgrave's addition follows the July arrival of fellow London
finance partner Mayank Gupta from Mayer Brown.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2016. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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*** End of Transmission ***