/raid1/www/Hosts/bankrupt/TCR_Public/160902.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, September 2, 2016, Vol. 20, No. 246
Headlines
187 COTTAGE: Asks Court to Approve Use Cash Use Stipulation
21ST CENTURY ONCOLOGY: Moody's Cuts Corp. Family Rating to Caa3
ADAMS TRACTOR: Proposes to Use $417K Collateral to Fund Operations
AEROPOSTALE INC: Seeks Exclusivity Extension Thru Oct. 17
AIR CANADA: Moody's Affirms B1 CFR & Changes Outlook to Positive
ALPHA NATURAL: Mar-Bow's Bid to Stay Confirmation Order Denied
AMERICAN BUILDERS: Moody's Affirms B1 CFR, Outlook Stable
BH SUTTON MEZZ: Unsecureds To Be Paid from Sale Proceeds
BIO-KEY INTERNATIONAL: Needs More Financing to Continue Operations
BSD OF MIAMI: U.S. Trustee Unable to Appoint Committee
CANADIAN SOLAR: Moody's Changes Outlook on Ba2 CFR to Negative
CHC DEVELOPMENT: Court Approves Cash Use Through Sept. 24
CHICAGO EDUCATION BOARD: Fitch Rates 2016B $150MM ULTGO Bonds B+
CHRISTOPHER RIDGEWAY: Everett Buick Buying 2 Vehicles for $41K
CHRISTOPHER RIDGEWAY: Selling 2012 Yellowfin Yacht for $87.5K
CITIES GRILL: Wants to Use Cash From Commercial Property
CLAYTON WILLIAMS: CEO Holds 18.1% Stake as of Aug. 29
CLAYTON WILLIAMS: Mel Riggs Reports 17.8% Stake as of Aug. 29
CORE RESOURCE: Court Reconsiders Cash Collateral Order
CROSBY NATIONAL: Unsecureds Will Be Paid 22.45% Under Pot Plan
CRYOPORT INC: Extends Tender Offer Expiration to Sept. 23
CRYSTAL WATERFALLS: Continued Hearing on Cash Use Set on Oct. 19
CUNNINGHAM LINDSEY: Moody's Reviews B3 CFR for Downgrade
CURTIS C. MAGLEBY: Limited Stay Relief Granted to Family Court Suit
CYPRESS COVE: Fitch Affirms BB+ Rating on 2 Tranches
DALE WILLIAMS: Summary Judgment Bids in IRS Claim Dispute Denied
DAWN INC: Court OKs $150K Private Sale of Mamaroneck Property
DAYTON POWER: Fitch Says PUCO Order Mitigates Neg. Rating Pressure
DEERFIELD REAL ESTATE: Needs Until Oct. 3 to File Chapter 11 Plan
DUNN PAPER: Moody's Assigns B2 Corporate Family Rating
ELWOOD ENERGY: Moody's Affirms Ba3 Rating on Senior Secured Bonds
ENERGY FUTURE: Court Confirms Amended Plan of TCEH
ENUMERAL BIOMEDICAL: Insufficient Cash Raises Going Concern Doubt
EOS PETRO: Losses and Negative Cash Flow Raises Going Concern Doubt
FIRED UP: Selling Used Equipment in Katy for $17K
FOODSERVICEWAREHOUSE: Online Auction by Hyper Okayed
FRAC SPECIALISTS: Trustee Taps Gordon Brothers as Appraisers
GALENFEHA INC: Recurring Losses Raise Going Concern Doubt
GENERAL STEEL: Widens Net Loss to $789 Million in 2015
GERALEX INC: Annual Pay Hikes for President and VP by $3K Gets OK
GK & SONS: U.S. Trustee Unable to Appoint Creditors' Committee
GRAND & PULASKI: Can Use Cash Collateral Until Oct. 31
GUNBOAT INTERNATIONAL: Over $229K in Atty's Fees, Expenses Allowed
GYP HOLDINGS: Moody's Raises LT Corp. Family Rating to 'B3'
HANCOCK FABRICS: Court OKs Exclusivity Extension Thru Dec. 2
HATILLO POOL: Hires Justiniano as Attorney
HATILLO POOL: Hires Vargas Roman as Accountant
HEBREW HEALTH: U.S. Trustee Forms 3-Member Committee
HORSEHEAD HOLDING: Files 2nd Bid for Exclusivity Thru Nov. 28
HPI PLUMBING: U.S. Trustee Unable to Appoint Creditors' Committee
INDUSTRIAS VASSALLO: Dismissal of Suit vs PREPA Affirmed
INTELLIGRATED INC: Moody's Withdraws B2 Corporate Family Rating
INTERPACE DIAGNOSTICS: Debt Restructuring Casts Going Concern Doubt
IRVING TANNING: Trustee Loses Clawback Suit vs. Directors
ITT EDUCATIONAL: KHLU Ltd Holds 8.4% Stake as of Aug. 29
JEJP LLC: U.S. Trustee Unable to Appoint Creditors' Committee
JEROME SYDNEY HEYWARD: Unsecureds To Recover 5% Under Plan
K.L.M. PLUMBING: Court Gives Final Approval on Cash Use
LDR INDUSTRIES: U.S. Customs to Get $300K-$600K Under Ch. 11 Plan
LG PHILIPS: LGE's Bid for Partial Judgment in MDL No. 1917 Denied
LIGHT TOWER: Case Summary & 30 Largest Unsecured Creditors
LIGHT TOWER: Files Chapter 11 Petition & Joint Prepackaged Plan
LONESTAR RESOURCES: Moody's Affirms Caa2 Corporate Family Rating
MAGNETATION LLC: AK Steel to Contribute $37.5M Under Settlement
MAGNETATION LLC: To Cease Operations by Oct. 14 Under Global Deal
ME BARS: Unsecureds to Recover 5% Under Plan
MEDIASHIFT INC: Seeks Dismissal of Chapter 11 Cases
MESA MARKETPLACE: Case Summary & 2 Unsecured Creditors
MICHAEL LANDRY: Proposes $250 Quarterly Payment to Unsecureds
MOLYCORP INC: Confirms Joint Amended Plan, Exits Chapter 11
MOLYCORP INC: Emerges as Neo Performance; Plan Declared Effective
NEAL COY: Court OKs Sale of Two Properties to Quadrant Corp
NEW HORIZONS HEALTH: Taps Dressman Benzinger as Special Counsel
OLMOS EQUIPMENT: Creditor Calls for Ch. 11 Trustee Appointment
OLYMPIC 1401: Court Authorizes Structured Dismissal of Ch. 11 Case
OPUS MANAGEMENT: Hires ProfitSmart as Accountants & Auditors
PACIFIC 9: Court Extends Plan Filing Deadline to Oct. 24
PACIFIC OFFICE: Maturing Debt Raises Going Concern Doubt
PACIFIC WEBWORKS: Files Disclosure Statement for Liquidation Plan
PARAGON OFFSHORE: U.S. Trustee Opposes Plan Support Agreement
PATRIOT METALS: Proposes to Use Cash Collateral of USAMERIBANK
PETROLEX MANAGEMENT: Cash Collateral Hearing Scheduled for Nov. 3
PHOTOMEDEX INC: Needs More Financing to Continue as a Going Concern
PNW ARMS: Asks Court to Approve Cash Use Agreement with Zions Bank
PYKKONEN CAPITAL: Selling Property to SkiEcho for $4M
QUEST PATENT: Lack of Ability to Funds Raise Going Concern Doubt
QUICKSILVER RESOURCES: Amended Liquidation Plan Declared Effective
QUIKRETE HOLDINGS: Moody's Hikes Corporate Family Rating to Ba3
RDIO INC: Plan Proposes 17% Recovery to Unsecured Creditors
REDBUD DOCK: Case Summary & 20 Largest Unsecured Creditors
REDIGI INC: U.S. Trustee Unable to Appoint Creditors' Committee
RINCON ISLAND: Wants $10 Mil DIP Financing, Cash Collateral Use
ROBISON TIRE: Proposes Taylor's Online Auction of Inventory
RYAN EXCAVATING: Okayed to Pay $41K for 6100 North Lincoln Project
SAMSON RESOURCES: Plan Support Agreement Filed
SANDRIDGE ENERGY: Court Okays Plan Filing Exclusivity Til Jan. 13
SARATOGA RESOURCES: Court Confirms Plan of Reorganization
SEQUENOM INC: Inks MOU to Settle Labcorp Merger Deal-Related Suits
SUNEDISON INC: Selling Solar Materials Business to for $150M
TEARN DEVELOPMENT: Hires Keller Williams as Realtor
TITHERINGTON DESIGN: Taps CDC Real Estate as Broker
TLD VENTURES: Names Ruth Smallwood as Accountant
TRIBUNE CO: No Need for Mediation on Henke's Appeal, Judge Says
TRINITY RIVER: Names Conway MacKenzie's John Young as Manager
UNITED PLASTIC: Wants to Use Renasant Bank Cash Collateral
USG CORP: Moody's Puts Ba3 CFR Under Review for Upgrade
VISUALANT INC: Cancels Series B Certificate of Designations
VISUALANT INC: Cancels Stock Purchase Agreement With Investor
VISUALANT INC: Closes Stock Purchase Agreements With Investors
VISUALANT INC: Discloses Previously Issued Warrants
VISUALANT INC: Issues 1.78 Million Common Shares
VISUALANT INC: Repays $137K Vis Vires Note in Full
VISUALANT INC: Ronald Erickson Named Interim CFO
VKI VENTURES: Plan Filing Period Extended Until Nov. 1
Y&K SUN: Selling Lakewood Property to CK Acquisitions for $4.4M
[*] Gamez Law Firm Expands Debt Relief Services
[*] Two Senior Restructuring Executives Join Mackinac Partners
*********
187 COTTAGE: Asks Court to Approve Use Cash Use Stipulation
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187 Cottage Avenue Corp. asks the U.S. Bankruptcy Court for the
Southern District of New York for authorization to use cash
collateral and provide replacement liens to secured creditor
Bernard Dillard.
The Debtor’s principal business is maintaining and managing an
adult home/assisted living facility at the real property that it
owns located at 187 Cottage Avenue, Mount Vernon, New York 10550.
The Debtor purchased the Property and the Business from Bernard
Dillard. As of the Petition date, Dillard had a valid, perfected
and enforceable first mortgage lien on the Property and an
assignment of the fees paid by or on behalf of the occupants of the
Business which constitutes cash collateral.
The Debtor entered into a Stipulation with Dillard regarding the
Debtor’s use of cash collateral, which requires the Debtor to
make monthly mortgage payments to Dillard in the fixed amount of
$4,106 and pay monthly adequate protection payments to Dillard in
the fixed amount of $2,000, both commencing on Sept. 5, 2016.
The Debtor's Motion is scheduled for hearing on Sept. 12, 2016 at
12:00 p.m.
A full-text copy of the Cash Collateral Motion, dated August 25,
2016, is available at https://is.gd/n5NvwC
Attorneys for Debtor:
Nicholas A. Pasalides, Esq.
REICH REICH & REICH, P.C.
235 Main Street, Suite 450
White Plains, New York 10601
Phone: (914) 949-2126
Email: npasalides@reichpc.com
About 187 Cottage Avenue Corp.
187 Cottage Avenue Corp. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-23133), on August 19, 2016. The case is
assigned to Judge Robert D. Drain. The petition was signed by David
Grant, president.
The Debtor's counsel is Jeffrey A. Reich, Esq. at Reich Reich &
Reich, P.C.
At the time of filing, the Debtor estimated assets at $100,000 to
$500,000 and liabilities at $1 million to $10 million.
21ST CENTURY ONCOLOGY: Moody's Cuts Corp. Family Rating to Caa3
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Moody's Investors Service downgraded 21st Century Oncology, Inc's
Corporate Family Rating (CFR) to Caa3 from Caa1, Probability of
Default Rating (PDR) to Caa3-PD from Caa1-PD, first lien bank
credit facility ratings to Caa1 from B2, and senior unsecured notes
rating to Ca from Caa3. Concurrently, Moody's affirmed the
Speculative Grade Liquidity (SGL) Rating at SGL-4. The ratings
outlook was revised to negative from stable.
The rating downgrade reflects Moody's substantial doubt about the
company's ability to remain in compliance with covenants that were
established in the August 16, 2016 amendment to the credit
agreement and notes indenture. Under the terms of the amendment,
21st Century must raise at least $25 million in equity by September
10, 2016, or it will be in default. After the company completes the
capital raise, it will be required to maintain at least $40 million
in liquidity. The company has no equity commitments and only had
liquidity of $40.5 million at July 31, 2016. Furthermore, two
additional capital raises of $25 million and $75 million are
required by November 30, 2016, and March 31, 2017, respectively.
The negative outlook reflects the high potential for a covenant
violation given the near term capital raise requirements and
minimal liquidity covenant in the amended debt agreements.
Furthermore, the first and second quarter 2016 financials are yet
to be filed and have an approaching due date of September 30, 2016.
Moody's also believes that the current capital structure may be
unsustainable over the longer term if the company cannot improve
profitability and free cash flow.
The company's Speculative Grade Liquidity Rating was affirmed at
SGL-4, reflecting Moody's expectation of a weak liquidity profile,
characterized by high covenant compliance risk, negative free cash
flow and limited cash availability.
21st Century Oncology, Inc:
The following ratings were downgraded:
-- Corporate Family Rating, downgraded to Caa3 from Caa1
-- Probability of Default Rating, downgraded to Caa3-PD from
Caa1-PD
-- $125 Million Senior Secured Revolving Credit Facility due
2020, downgraded to Caa1 (LGD2) from B2 (LGD3)
-- $610 Million Senior Secured Term Loan due 2022, downgraded
to Caa1 (LGD2) from B2 (LGD3)
-- $360 Million Senior Unsecured Notes due 2023, downgraded to
Ca (LGD5) from Caa3 (LGD5)
The following rating was affirmed:
-- Speculative Grade Liquidity Rating at SGL-4
RATINGS RATIONALE
21st Century's Caa3 Corporate Family Rating reflects the high debt
covenant compliance risks discussed above. Furthermore, Moody's is
concerned with the prolonged negative free cash flow, organic
revenue declines, high financial leverage and considerable
geography and payor concentration. However, the rating benefits
from 21st Century's competitive industry position as the largest
freestanding oncology provider with over $1 billion in revenue and
a significant technology platform. The rating is also supported by
the company's clustered facility strategy that offers competitive
advantages and its pricing advantage versus similar services
provided in hospitals.
The ratings could be downgraded if the company defaults under its
debt agreements, undertakes a capital structure modification that
Moody's considers a default or if Moody's estimates that the
company's recovery rates have declined.
The ratings could be upgraded if the company completes the three
required capital raises. Moody's would also need to expect that the
company will remain in compliance with all other covenants and
generate positive free cash flow in the near term.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.
21st Century is an integrated cancer care company that as of
December 31, 2015 operated 181 radiation treatment facilities in
the US (90% of revenue) and Latin America (10% of revenue). The
company's revenue for the year ended December 31, 2015, was $1.1
billion. 21st Century is majority owned by Vestar Capital.
ADAMS TRACTOR: Proposes to Use $417K Collateral to Fund Operations
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Adams Tractor & Landscaping Services, Inc. asks the U.S. Bankruptcy
Court for the Middle District of Florida for authorization to use
cash collateral.
The Debtor acknowledges two secured lenders with a lien on cash
collateral:
(a) Fox Business Funding, for a cash advance of $100,000; and
(b) BFS Capital, in the principal amount of $300,000.
Both debts are secured by the Debtor’s future accounts and
receivables.
The Debtor primarily generates income from landscaping and hauling
services. At the time of filing, the Debtor had a total balance of
approximately $44,184.48 in its Operating Account the business
generates the approximate sum of $400,000 per month.
The Debtor requires the use of cash collateral to fund all
necessary operating expenses of the Debtor’s business, which the
Debtor projects at $417,357 of total expenses. The Debtor tells
the Court that without such authorization, it will not be able to
maintain and protect its business.
A full-text copy of the Cash Collateral Motion dated August 25,
2016 is available at https://is.gd/09Lebo
Counsel to Adams Tractor & Landscaping Services, Inc.:
Thomas C. Adam, Esq.
301 W. Bay Street, Suite 1430
Jacksonville, FL 32202
Telephone: (904) 329-7249
Facsimile: (904) 516-9230
Email: tadam@adamlawgroup.com
About Adams Tractor
Adams Tractor & Landscaping Services, Inc. filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 16-bk-03191-JAF), on August 22,
2016. No trustee, examiner, or statutory committee has been
appointed in this Chapter 11 case.
The Debtor is a Florida Corporation in St. Augustine, Florida. The
Debtor’s primary business design and installation of commercial
and residential landscapes, excavation, waste and debris hauling,
and related services.
The Debtor's counsel is Thomas C. Adam, Esq. of 301 W. Bay Street,
Suite 1430, Jacksonville, Florida.
AEROPOSTALE INC: Seeks Exclusivity Extension Thru Oct. 17
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BankruptcyData.com reported that Aeropostale filed with the U.S.
Bankruptcy Court a motion to extend the exclusive period during
which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including Oct. 17, 2016 and Dec.
15, 2016, respectively. The motion explains, "The Debtors require
additional time to complete the Sale Transaction . . . and to
proceed to confirmation of a plan that will resolve these chapter
11 cases. The Debtors request an extension of the Exclusive Filing
Period in order to preserve their exclusive right to modify the
Plan as a result of recent developments and further negotiations
that are likely to ensue. The Debtors also request an extension of
the Exclusive Solicitation Period . . . to the extent that the
Debtors file a new or amended plan, but are unable to solicit votes
for such plan prior to the expiration of the Exclusive Solicitation
Period. Absent the relief requested herein, the Debtors would face
the prospect of a plan process involving multiple competing plans.
The filing of competing plans at this key stage of the Debtors'
chapter 11 cases would delay and disrupt the plan process and be an
inefficient use of estate resources. No creditor will be
prejudiced by the requested extensions and the Debtors believe that
ample cause exists to grant the relief requested herein." The
Court scheduled a Sept. 13, 2016 hearing on the motion.
About Aeropostale Inc.
Aeropostale, Inc. (OTC Pink: AROPQ) is a specialty retailer of
casual apparel and accessories, principally serving young women
and men through its Aeropostale(R) and Aeropostale Factory(TM)
stores and website and 4 to 12 year-olds through its P.S. from
Aeropostale stores and website. The Company provides customers
with a focused selection of high quality fashion and fashion basic
merchandise at compelling values in an exciting and customer
friendly store environment. Aeropostale maintains control over
its proprietary brands by designing, sourcing, marketing and
selling all of its own merchandise. As of May 1, 2016 the Company
operated 739 Aeropostale(R) stores in 50 states and Puerto Rico,
41 Aeropostale stores in Canada and 25 P.S. from Aeropostale(R)
stores in 12 states. In addition, pursuant to various licensing
agreements, the Company's licensees currently operate 322
Aeropostale(R) and P.S. from Aeropostale(R) locations in the
Middle East, Asia, Europe, and Latin America. Since November
2012, Aeropostale, Inc., has operated GoJane.com, an online
women's
fashion footwear and apparel retailer.
Aeropostale, Inc., and 10 of its affiliates each filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11275) on May 4, 2016. The petitions were signed
by Marc G. Schuback as senior vice president, general counsel and
secretary.
The Debtors listed total assets of $354 million and total debt
of $390 million as of Jan. 30, 2016.
The Debtors have hired Weil, Gotshal & Manges LLP as counsel; FTI
Consulting, Inc., as restructuring advisor; Stifel, Nicolaus &
Company, Inc., and Miller Buckfire & Company LLC as investment
bankers; RCS Real Estate Advisors as real estate advisors; Prime
Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as
Canadian counsel; and Togut, Segal & Segal LLP as conflicts
counsel.
Judge Sean H. Lane is assigned to the cases.
The U.S. trustee for Region 2 on May 11, 2016, appointed seven
creditors of Aeropostale Inc. to serve on the official committee
of unsecured creditors. The Committee hired Pachulski Stang Ziehl
& Jones LLP as counsel.
* * *
The Bankruptcy Court entered an order establishing (i) July 25,
2016 at 5:00 p.m. (Eastern Time) as the deadline for each person
Or entity, not including governmental units to file proofs of
claim in respect of any prepetition claims against any of the
Debtors, and (ii) Oct. 31, 2016, at 5:00 p.m. (Eastern Time) as
the deadline for governmental units to file proofs of claim in
respect of any prepetition claims against any of the Debtors.
AIR CANADA: Moody's Affirms B1 CFR & Changes Outlook to Positive
----------------------------------------------------------------
Moody's Investors Service affirmed Air Canada's B1 corporate family
rating, B1-PD probability of default rating, Ba3 first lien senior
secured rating, B2 second lien senior secured rating, B3 unsecured
notes rating and SGL-2 speculative grade liquidity rating. Air
Canada's 2013-1 and 2015-2 Pass Through Trust Certificates were
also affirmed at their respective ratings. The outlook for Air
Canada and its Pass Through Trust Certificates have been changed to
positive from stable.
"The positive outlook reflects our expectation that Air Canada
could maintain leverage below 4x despite a large capital spend
program and market capacity additions," said Jamie Koutsoukis,
Moody's Vice President, Senior Analyst. "Air Canada's ongoing cost
improvement initiatives and continued lower jet fuel prices support
to the company's ability to maintain the improved credit metrics
achieved in 2015," she added.
Outlook Actions:
Issuer: Air Canada
Outlook, Changed To Positive From Stable
Issuer: Air Canada 2013-1 Pass Through Trusts
Outlook, Changed To Positive From Stable
Issuer: Air Canada Series 2015-2 Pass Through Trusts
Outlook, Changed To Positive From Stable
Affirmations:
Issuer: Air Canada
Probability of Default Rating, Affirmed B1-PD
Speculative Grade Liquidity Rating, Affirmed SGL-2
Corporate Family Rating, Affirmed B1
Senior Secured Bank Credit Facility, Affirmed Ba3(LGD3)
Senior Secured Regular Bond/Debenture, Affirmed B2(LGD5)
Senior Secured Regular Bond/Debenture, Affirmed Ba3(LGD3)
Senior Unsecured Regular Bond/Debenture, Affirmed B3(LGD5)
Issuer: Air Canada 2013-1 Pass Through Trusts
Backed Senior Secured Enhanced Equipment Trust Nov 15, 2026,
Affirmed A3
Backed Senior Secured Enhanced Equipment Trust Nov 15, 2022,
Affirmed Ba1
Backed Senior Secured Enhanced Equipment Trust May 15, 2018,
Affirmed Ba3
Issuer: Air Canada Series 2015-2 Pass Through Trusts
Senior Secured Enhanced Equipment Trust Jun 15, 2029, Affirmed
A1
Senior Secured Enhanced Equipment Trust Jun 15, 2029, Affirmed
A3
Senior Secured Enhanced Equipment Trust Jun 15, 2025, Affirmed
Ba1
RATINGS RATIONALE
Air Canada's B1 corporate family rating (CFR) primarily reflects
its strong market position in the duopolistic Canadian market, our
expectation that adjusted debt/EBITDA will remain around 4x, aided
by low fuel prices and strong load factors even while rapidly
increasing capacity. This is offset by high (but improving)
operating costs as a legacy carrier and our expectation that its
substantial capital commitments will result in negative free cash
flow generation over the next few years, though this could be
mitigated by sale leaseback transactions that are planned by the
airline. The rating also reflects foreign exchange volatility,
exposure to fuel costs and the risk of market capacity additions
exceeding demand.
The change in outlook of the EETCs accompanies the change in
outlook of Air Canada. EETC ratings are assigned by applying
notching to an issuer's CFR, factoring in protective features such
as (1) the importance of the aircraft collateral to the airline's
network; (2) a legal framework that provides timely access to
collateral following an insolvency where the airline no longer
wants to use the aircraft; (3) liquidity facilities that fund a
number of interest payments following the rejection of an EETC
financing; and (4) the equity cushion.
Five Boeing B777-300ER delivered new between June 2013 and February
2014 secure the Series 2013-1 transaction. Two B777-300ERs and
three Boeing B787-9s delivered in 2015 secure the Series 2015-2
transaction.
Some pressure on the values of B777-300ERs relative to expectations
in 2013 has modestly lowered the equity cushion for the 2013-1
transaction versus Moody's original expectations, but not
sufficiently to cause the rating agency to reduce the notching
relative to the CFR.
The ratings of the EETCs reflect Moody's belief that Air Canada
would retain the aircraft in each transaction under a
reorganization scenario because of their relatively young age and
the importance of these models to the long-haul network over the
12-year lives of each transaction.
Any combination of future changes in the underlying credit quality
or ratings of Air Canada, unexpected material declines in the
market value of the aircraft and/or an unexpected significant
reduction in the size of Air Canada's long haul network could lead
to changes to the ratings of Air Canada's EETCs.
Air Canada's has good liquidity (SGL-2), supported by C$3.2 billion
of cash and short-term investments at June 30, 2016, and a C$301
million unused committed revolver due September 2018. These
sources are more than sufficient to fund mandatory annual debt
repayments around C$230 million for the remainder of 2016 and C$690
million in 2017. Moody's expects Air Canada's ongoing aircraft
purchases will contribute to about C$900 million of negative
adjusted free cash flow in the 18 months from June16. Air Canada
has flexibility to raise capital from asset sales to boost
liquidity should the need arise.
The positive outlook balances our expectation that Air Canada could
maintain leverage below 4x against a large capital spend program
(aircraft order book will likely be funded largely with new debt),
market capacity additions and economic headwinds in Canada.
An upgrade could occur if Air Canada effectively executes its
expansion plans and cost reduction initiatives while sustaining
adjusted Debt/EBITDA below 4x and EBIT/Interest above 2.5x.
Downward rating pressure could occur if Air Canada sustains
adjusted Debt/EBITDA above 5x and EBIT/Interest towards 1.5x.
Deterioration in liquidity could also cause a downgrade.
The principal methodology used in rating Air Canada was Global
Passenger Airlines published in May 2012. The principal
methodology used in rating Air Canada 2013-1 Pass Through Trusts
and Air Canada Series 2015-2 Pass Through Trusts was Enhanced
Equipment Trust and Equipment Trust Certificates published in
December 2015.
Air Canada is the largest provider of scheduled airline passenger
services within, and to and from Canada. Revenue for the twelve
months ended March 31, 2015 was C$13.5 billion. The company is
headquartered in Saint-Laurent, Quebec, Canada.
ALPHA NATURAL: Mar-Bow's Bid to Stay Confirmation Order Denied
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Judge Kevin R. Huennekens of the United States Bankruptcy Court for
the Eastern District of Virginia denied the motion filed by Mar-Bow
Value Partners LLC to stay the effectiveness of the court's order
confirming the Second Amended Joint Plan of Reorganization of Alpha
Natural Resources, Inc., and its debtor affiliates, as modified.
Mar-Bow had filed a substantive objection to the confirmation of
the Plan on June 29, 2016. The court overruled Mar-Bow's objection
at the confirmation hearing. Mar-Bow contended that the court
erred in approving certain release and exculpation provisions in
the confirmation order with respect to McKinsey Recovery &
Transformation Services U.S., LLC, the Debtors' turnaround advisor,
in contravention of law and public policy. Mar-Bow sought to have
the confirmation order stayed solely as to the application of the
Plan's exculpation and release provisions to McKinsey RTS, pending
the adjudication of Mar-Bow's appeal, Case No. 3:16-cv- 00613-MHL,
which is currently pending before the United States District Court
for the Eastern District of Virginia.
Mar-Bow's objection to the Confirmation Order stemmed from its
motion to compel McKinsey RTS, an affiliate of McKinsey & Company,
Inc., a global consulting firm, to comply with Rule 2014 of the
Federal Rules of Bankruptcy Procedure, which require firms to
disclose the names of all the entities with which it had
connections. In support of the Motion to Compel, Mar-Bow submitted
the declaration of Jay Alix, its beneficial owner. Alix founded
the restructuring advisory firm AlixPartners. AlixPartners
competes with McKinsey RTS in the turnaround consulting business.
Mar-Bow claimed that it had standing in this Court to file the
Motion to Compel because it had acquired 7.5% of bonds due August
1, 2020, having a face amount of $1.25 million. Mar-Bow filed its
proof of claim in the Debtors' bankruptcy case on March 23, 2016.
Judge Huennekens denied the motion, although acknowledged that
Mar-Bow's Motion to Compel was not without merit as it raised
important questions and issues about the adequacy of the
disclosures required for employment of court approved advisors and
professionals in large Chapter 11 cases.
Judge Huennekens also found the anticompetitive concerns raised by
McKinsey RTS as having merit. While the Court makes no finding
about the motives behind Mar-Bow’s Motion to Compel, the fears
that McKinsey RTS expressed over the beneficial owner of Mar-Bow
being the founder of a restructuring advisory firm that competes
directly with McKinsey RTS could not simply be discarded, the judge
said. McKinsey RTS, like any other professional consulting firm,
has a legitimate interest in protecting the confidentiality needs
of its own clients and in safeguarding its interests from unfair
competitive actions, the judge noted.
"McKinsey RTS, along with the other professionals employed in this
Bankruptcy Case, were essential to the formulation and prosecution
of a largely consensual plan of reorganization, which provided for,
among other things, meaningful distributions to general unsecured
creditors. Absent the involvement of these professionals, and their
extensive efforts to reach the interconnected settlements in the
face of multiple, significant and competing interests, this
Bankruptcy Case could have become mired in costly, protracted
litigation. These professionals should not be subject to the
potential of frivolous future litigation as a result of their
efforts," the judge ruled.
"The Motion seeks a stay of the exculpation and release provisions
set forth in the Confirmation Order and the Plan as they relate to
McKinsey RTS. They were granted on July 26, 2016, when the Plan
became effective. There does not appear that there is anything for
the Court to stay pending appeal. But even if there were, Mar-Bow
has failed to meet its burden of establishing any of the elements
necessary for a stay pending appeal. Mar-Bow has demonstrated no
likelihood of success on the merits. Nor has Mar-Bow shown that it
will suffer irreparable harm if the stay is not granted. The Court
has determined that granting a stay would be highly prejudicial to
all the other creditors of the Debtors as well as to their
employees. Accordingly, the balance of equities weighs heavily in
favor of the Debtors. Finally, public policy clearly bars the
granting of a stay," the judge further ruled.
A full-text copy of Judge Huennekens' August 29, 2016, memorandum
opinion is available at
http://bankrupt.com/misc/vaeb15-33896-3347.pdf
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.
AMERICAN BUILDERS: Moody's Affirms B1 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed American Builders & Contractors
Supply Co., Inc.'s ("ABC Supply") B1 Corporate Family Rating and
its B1-PD Probability of Default Rating following the company's
recent announcement that it is acquiring USG Corporation's building
product distribution business, L&W Supply Corporation. In related
rating actions, Moody's affirmed the B1 rating assigned to it Sr.
Sec. Term Loan and B3 rating assigned to its unsecured notes. The
rating outlook is stable.
Yesterday, ABC Supply announced that it is acquiring L&W Supply for
$670 million. The transaction is scheduled to close in 4Q16. The
acquisition of L&W Supply diversifies ABC Supply's product
offerings and expands into building interiors through sale of
wallboard and suspended ceiling tiles and grid.
These ratings are affected by this action:
Corporate Family Rating affirmed at B1;
Probability of Default Rating affirmed at B1-PD,
Sr. Sec. Term Loan B due 2020 affirmed at B1 (LGD3);
Sr. Unsec. Notes due 2021 affirmed at B3 (LGD5); and,
Sr. Unsec. Notes due 2023 affirmed at B3 (LGD5).
RATINGS RATIONALE
ABC Supply's B1 Corporate Family Rating remains appropriate at this
time, since key debt credit metrics on a pro forma basis remain
suitable following the leveraging transaction. ABC is currently
benefitting from robust end markets. Moody's estimates new housing
starts approaching 1.3 million in 2017, a 8% increase from 1.2
million starts in 2016. The repair and remodeling end market is
also showing sustained growth. Upon closing the acquisition of L&W
Supply, ABC will be the largest rated distributor of building
products in the United States with revenues approaching $8.0
billion, but operating margins will initially deteriorate, since
L&W Supply is a lower-margin business. However, Moody's estimates
interest coverage -- measured as EBITA-to-interest expense -- in
the 3.75x to 4.0x range and leverage around 4.75x (all ratios
incorporate Moody's standard adjustments). Moody's pro forma
analysis assumes the acquisition is fully funded with debt.
Nevertheless, risks remain. ABC is now more susceptible to
volatility to housing end markets, exposing it to potential
operating margin pressures. The company is expanding into products
which Moody's views as more discretionary than roofing-related
products. It acquired Norandex, a domestic distributor of siding,
windows, doors, roofing, decking, railing and gutters, in October
2015. Now, L&W Supply adds wallboard and suspended ceiling tiles
and grid. The two sizeable acquisitions carry integration risks.
In addition, revolver usage for acquisition could cause near-term
liquidity pressures if end markets were to contract.
The stable rating outlook reflects Moody's expectations of solid
operating performance over the next 12 to 18 months, resulting in
debt credit metrics that continue to support the current rating.
Also, Moody's anticipates free cash flow will be used to reduce
revolver borrowings, improving liquidity and giving ABC Supply
financial flexibility.
The ratings for each debt instrument may be impacted once the
capital structure is finalized.
Positive rating action is unlikely over intermediate term. However,
if ABC benefits further from growth in its end markets, resulting
in operating performance that exceeds Moody's forecasts and yields
these credit metrics (ratios include Moody's standard
adjustments):
Debt-to-EBITDA is sustained below 4.0x
Substantial free cash flow generation resulting in permanent
debt reduction
Negative rating pressures could ensue if ABC's operating
performance falls below expectations, resulting in the
following credit metrics (ratios include Moody's standard
adjustments) and characteristics:
Debt-to-EBITDA sustained above 5.5x
EBITA-to-interest expense remains below 2.0x
Significant deterioration in the company's liquidity profile
Larger than projected shareholder distributions
Large debt-financed acquisitions
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.
American Builders & Contractors Supply Co., Inc. ("ABC"),
headquartered in Beloit, WI, is among the largest distributors of
building products in the US. Diane M. Hendricks Enterprises, Inc.
owns 100% of the company. Pro forma revenues including L&W Supply
Corp. for the 12 months through June 30, 2016, totaled
approximately $8.0 billion.
BH SUTTON MEZZ: Unsecureds To Be Paid from Sale Proceeds
--------------------------------------------------------
BH Sutton Mezz LLC and Sutton 58 Owner LLC filed a Joint Disclosure
Statement in connection with their Plan of Reorganization dated
August 9, 2016, with the United States Bankruptcy Court for the
Southern District of New York.
Administrative claims of the Estate, of approximately $900,000 in
the aggregate for all estate professionals, will be paid as they
come due, or in full, in cash. Priority Tax Claims of
approximately $5,800 will be paid in full, in cash.
In an effort to implement the Plan, Sutton Owner NY will permit its
assets to be utilized for the benefit of each of the Debtors'
estates and their allowed claims. The Debtors will commence a
joint marketing program for a Sale of the Assets because the
Debtors’ believe that the Plan is capable of being achieved
through the Sale of the Assets.
The Debtors' Class 6 Allowed Unsecured Claims of approximately
$29.1 Million will be paid, without interest, in cash, from the
proceeds remaining from the Sale.
A full-text copy of the Joint Disclosure Statement dated August 10,
2016 is available at https://is.gd/wsp4rL
About BH Sutton Mezz LLC and
Sutton 58 Owner LLC
New York City-based BH Sutton Mezz LLC filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 16-10455) on Feb. 26, 2016.
The petition was signed by Herman Carlinsky, president. The Hon.
Sean H. Lane presides over the case. Joseph S. Maniscalco, Esq.,
at Lamonica Herbst & Maniscalco, LLP, represents BH Sutton in its
restructuring effort. The Debtor estimated assets at $100 million
to $500 million and debts at $10 million to $50 million.
Sutton 58 Owner LLC filed a separate Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 16-10834) on April 6, 2016. Sutton Owner
estimated assets at $100 million to $500 million and debts at $100
million to $500 million. Sutton Owner's business consists of the
ownership and operation of these real properties: (a) 428, 430 and
432 East 58th Street, New York, New York, 10022, including all air
rights and inclusionary air rights related thereto; and (b) the
cooperative apartments identified as 1R, 2D and 2N located at 504
Merrick Road, Lynbrook, New York 11583. Sutton Owner seeks to
retain Joseph S. Maniscalco, Esq., and Jordan C. Pilevsky, Esq., at
Lamonica Herbst & Maniscalco, LLP, as its counsel.
Both cases are jointly administered.
BIO-KEY INTERNATIONAL: Needs More Financing to Continue Operations
------------------------------------------------------------------
BIO-key International, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $1.37 million on $415,814 of
revenues for the three months ended June 30, 2016, compared with a
net loss of $753,146 on $2.27 million of revenues for the same
period last year.
The Company's balance sheet at June 30, 2016, showed $17.12 million
in total assets, $1.72 million in total liabilities, and a
stockholders' equity of $15.40 million.
The Company has incurred significant losses to date, and at June
30, 2016, it had an accumulated deficit of approximately $61
million. In addition, broad commercial acceptance of the Company's
technology is critical to the Company's success and ability to
generate future revenues. At June 30, 2016, total cash and cash
equivalents were approximately $2,007,000, as compared to
approximately $4,321,000 at December 31, 2015.
The Company has financed itself in the past through access to the
capital markets by issuing secured and convertible debt securities,
convertible preferred stock, common stock, and through factoring
receivables. The Company currently requires approximately $512,000
per month to conduct operations, a monthly amount that it has been
unable to achieve through revenue generation. With the addition
of the dividend obligations for the Series A-1 and B-1 preferred
shares, the monthly amount will increase by approximately $67,000,
to $579,000.
If the Company is unable to generate sufficient revenue to meet its
goals, it will need to obtain additional third-party financing to
(i) conduct the sales, marketing and technical support necessary to
execute its plan to substantially grow operations, increase revenue
and serve a significant customer base; and (ii) provide working
capital. No assurance can be given that any form of additional
financing will be available on terms acceptable to the Company,
that adequate financing will be obtained by the Company in order to
meet its needs, or that such financing would not be dilutive to
existing shareholders
A copy of the Form 10-Q is available at:
https://is.gd/pbBWCU
About BIO-Key
Wall, N.J.-based BIO-key International, Inc., develops and markets
advanced fingerprint biometric identification and identity
verification technologies, cryptographic authentication-transaction
security technologies, as well as related Identity Management and
Credentialing software solutions.
BSD OF MIAMI: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of BSD of Miami Gardens, LLC.
BSD of Miami Gardens, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S. D. Fla. Case No. 16-18865) on June
22, 2016. The petition was signed by Moris Schlager, managing
member.
At the time of the filing, the Debtor estimated its assets at $0 to
$50,000 and liabilities at $1 million to $10 million.
CANADIAN SOLAR: Moody's Changes Outlook on Ba2 CFR to Negative
--------------------------------------------------------------
Moody's Investors Service has changed to negative from stable the
outlook for Canadian Solar Inc.'s (CSI) Ba2 corporate family
rating.
At the same time, Moody's has affirmed CSI's Ba2 corporate family
rating.
RATINGS RATIONALE
"The negative outlook reflects CSI's increased financial leverage
and tightened liquidity resulting from the slower than expected
monetization of its solar power project assets," says Gerwin Ho, a
Moody's Vice President and Senior Analyst.
CSI's financial leverage, as measured by adjusted debt/EBITDA, rose
to around 6.9x in the 12 months ended June 30, 2016, from 5.4x in
2015, driven by (1) a higher level of debt to fund solar power
projects that are completed and under construction; (2) lower
earnings from sales of solar power projects since it shifted its
business strategy from build-to-sell to build-to-hold; and (3)
limited stable income from solar power projects that are still
under construction.
CSI had previously planned to form a yieldco consisting of solar
power assets in developed countries that it aims to list
publically. However, due to unfavorable yieldco market conditions,
the company announced its decision not to launch a yieldco on
August 18.
Given this development and a further increase in debt, Moody's
expects that CSI's financial leverage will rise to above 9.0x in
2016.
While its financial leverage should improve to 6.3x-6.5x in 2017,
absent sales of solar power projects and once the completed solar
power projects start generating recurring earnings, this level of
leverage is weak for its Ba2 rating level.
CSI has large-scale, quality solar power projects that will be
completed by end-2016, and the sales of these projects could
materially reduce its financial leverage. However, the timing and
scale of monetizing these assets are uncertain.
An inability to monetize a significant portion of its solar power
projects over the next 6-12 months would heighten pressure on the
rating.
"The negative outlook also reflects our expectation of weaker solar
module market demand in the next 12-18 months," adds Ho.
While the extension of investment tax credit subsidy in the U.S. at
the 30% level to end-2019 from end-2016 will continue to support
demand, it will weaken demand for solar modules in the next 12-18
months as customers delay their purchases.
Moody's expects CSI's solar module revenue growth to be pressured
in the next 12-18 months, as lower solar module average selling
prices will offset growth in solar module shipments.
CSI's liquidity is weak. Its cash and restricted cash of
$992 million was insufficient to cover its short-term debt of
$1.4 billion as of end-June 2016 and sizeable capital expenditures
to fund its solar power projects. However, this weakness is
mitigated by an expected active resale market for its solar power
projects, its good access to project-based secured financing and
sound business profile.
CSI's Ba2 rating reflects: (1) its leading market position in the
global solar module manufacturing business; and (2) its
diversification into downstream solar power project businesses that
enhances its business stability.
On the other hand, the rating is constrained by the inherent
cyclicality and volatility of the solar industry, as well as by the
company's elevated financial leverage due to the slower than
expected monetization of its solar power project assets.
A ratings upgrade is unlikely, given the negative outlook. However,
the ratings outlook could return to stable if CSI (1) improves its
credit profile by reducing leverage to below 5.5x; (2) improves its
liquidity profile; and (3) maintains its diversification into
downstream solar power project businesses that enhance its business
stability.
The ratings could be downgraded if CSI's position in the global
solar module manufacturing industry weakens significantly, or if
management undertakes a more aggressive financial policy than
expected. Specifically, the rating could be downgraded if adjusted
debt/EBITDA exceeds 5.5x-6.0x on a sustained basis. The rating
could also come under pressure if the company's liquidity profile
weakens further considerably, if it fails to sell solar power
projects in the coming 6 to 12 months, or if the resale market for
solar power projects weakens because of material negative changes
in investor appetite.
The principal methodology used in this rating was Global
Manufacturing Companies published in July 2014.
Headquartered in Ontario, Canadian Solar Inc. is a leading
vertically integrated provider of solar power products and system
solutions and operations, with operations mainly in the US, Canada,
Japan and China. It was incorporated in 2001 and listed on NASDAQ
in 2006.
CHC DEVELOPMENT: Court Approves Cash Use Through Sept. 24
---------------------------------------------------------
Judge William T. Thurman of the U.S. Bankruptcy Court for the
District of Utah authorized CHC Development Co., Inc. to use cash
collateral, through Sept. 24, 2016.
The Debtor was authorized to collect, use and spend post-petition
rents and other revenues constituting cash collateral only to pay
the expenses identified in the Budget.
As previously reported by the Troubled Company Reporter, the Debtor
and its secured creditor, GVS Holdings, LLC, asked the Court to
approve a stipulation allowing the Debtor's use of cash collateral
which the Debtor will use to fund overhead, business operations and
restructuring costs, to be incurred before Sept. 23, 2016.
The stipulation provides that GVS Holdings will be granted the
following adequate protection for the use of its collateral, which
will continue to be effective until GVS has been paid in full:
(a) A continuing, perfected, replacement lien consisting of a
first priority lien in post-petition rents, inventory, accounts,
general intangibles, property acquired postpetition, and their
proceeds.
(b) Monthly payments in the amount of $12,500 per month,
commencing on September 15, 2016.
(c) A superpriority administrative claim against the Debtor's
estate senior to all other administrative expenses to the extent of
a Postpetition Loss occurring during the period the Stipulation is
in effect.
(d) AH Coombs, LLC will seek to recover and will pay the amount
of $75,000 to GVS Holdings, either by voluntary
agreement/settlement with or by the commencement of suit via
adversary procedures against insiders: Kenneth Coombs, Steven
Coombs and Shirley Williams, for recovery of preferential payments
made on or about March 3, 2016. The Debtor will cooperate with AH
Coombs in these actions.
A full-text copy of the Order, dated August 24, 2016, is available
at https://is.gd/A919RD
CHC Development Co.'s attorneys:
Andres Diaz, Esq.
Thomas D. Neeleman, Esq.
Geoffrey L. Chesnut, Esq.
RED ROCK LEGAL SERVICES, P.L.L.C.
491 North Bluff Street, Ste. 301
St. George, UT 84770
Telephone: (435) 634-1000
E-mail: courtmailrr@expresslaw.com
About CHC Development Co. and A.H. Coombs
CHC Development Co., Inc., was incorporated in 1976 to develop and
operate a business as the Green Valley Spa Resort. A.H. Coombs,
LLC, was created about the same time to own and hold the real
property where CHC would operate the Spa Resort.
CHC Development Co. and A.H. Coombs, LLC, filed Chapter 11
bankruptcy petitions (Bankr. D. Utah. Case No. 16-25558 and
16-25559) on June 25, 2016. The cases are assigned to Judge
William T. Thurman. The petitions were signed by Alan H. Coombs,
president.
CHC estimated assets at $0 to $50,000 and liabilities at $100,001
to $500,000 at the time of the filing. A.H. Coombs estimated
assets and debt at $0 to $50,000 at the time of the filing.
CHICAGO EDUCATION BOARD: Fitch Rates 2016B $150MM ULTGO Bonds B+
----------------------------------------------------------------
Fitch Ratings has assigned a 'B+' rating to the following Chicago
Board of Education, IL (CBOE) unlimited tax general obligation
bonds (ULTGOs):
-- $150 million ULTGO bonds (dedicated revenues) series 2016B.
The bonds sold via negotiation on July 27th. Proceeds will finance
capital improvements, fund capitalized interest and pay the costs
of issuance of the bonds.
Fitch has also affirmed the 'B+' rating on the following CBOE
obligations:
-- Long-Term Issuer Default Rating (IDR);
-- Approximately $6.5 billion of outstanding ULTGO bonds.
The Rating Outlook remains Negative.
SECURITY
The bonds are payable in the first instance from unrestricted
general state aid and are also general obligations of the CBOE,
payable from unlimited ad valorem taxes levied against all taxable
property in the city of Chicago.
KEY RATING DRIVERS
The 'B+' rating reflects CPS's chronic structural imbalance, slim
reserves and weak liquidity position, which are exacerbated by
rising long-term liability costs, an acrimonious labor relationship
and the lack of an independent ability to raise revenues.
Economic Resource Base
The Chicago Board of Education provides preK-12 education to over
390,000 students within the city of Chicago. Its taxing
jurisdiction is coterminous with the city of Chicago. The Chicago
Public Schools (CPS) manages the school system, which is composed
of 673 school facilities. Chicago serves as the economic and
cultural center for the Midwestern region of the United States. The
city's population totaled 2.7 million in 2014, down 6% from the
2000 census, but still accounts for 21% of the state's population.
Socioeconomic indicators are mixed with elevated individual poverty
rates, average per capita income levels, but strong educational
attainment levels. CPS derives about a third of its revenues from
the state of Illinois (rated 'BBB+'/Rating Watch Negative).
State-wide economic growth through the current expansion has lagged
that of the U.S. as a whole.
Revenue Framework: 'bbb' factor assessment
Fitch expects natural revenue growth, absent new revenue action to
keep pace with inflation. CPS has no independent legal ability to
raise revenues.
Expenditure Framework: 'bbb' factor assessment
Fitch expects the natural pace of expenditure growth to exceed that
of revenues, necessitating ongoing budget management. CPS has made
significant cuts in recent years, and Fitch believes that the
practical ability to cut spending throughout the economic cycle is
limited.
Long-Term Liability Burden: 'a' factor assessment
The long-term liability burden is elevated, but still in the
moderate range, relative to the resource base.
Operating Performance:
Financial operations are strained, structurally imbalanced and
reliant upon year-round cash flow borrowing. Fitch expects
budgetary imbalance to persist despite the district's intention to
rein in spending and its expectations that state aid will grow.
Reserve levels are narrow despite low expected revenue volatility
and given limited budgetary flexibility Fitch believes financial
operations are poorly positioned to absorb even a mild economic
downturn without further impairing liquidity.
RATING SENSITIVITIES
Structural Imbalance: A lack of progress towards resolving CPS's
large structural imbalance would put further negative pressure on
the rating.
Market Access: Reliable market access is important to near-term
stability. Fitch will monitor the district's ability to access
external financing for both liquidity and capital purposes.
CREDIT PROFILE
Chicago acts as the economic engine for the Midwestern region of
the United States. The city's residents are afforded abundant
employment opportunities within this deep and diverse regional
economy. The city also benefits from an extensive infrastructure
network, including a vast rail system, which supports continued
growth. The employment base is represented by all major sectors
with concentrations in the wholesale trade, professional and
business services and financial sectors. Socioeconomic indicators
are mixed as is typical for an urbanized area, with above-average
per capita income and educational levels, but also elevated
individual poverty rates.
CPS relies on state funding for a significant amount of support.
Illinois is a large, wealthy state with a diverse economy centered
on the Chicago metropolitan area. The state's operating
performance, both during the most recent recession and in this
subsequent period of economic growth, has been very weak. The
failure to address a long-standing structural budget gap with
permanent and comprehensive solutions, whether revenue or
expenditure, has left the state with a gaping hole in its operating
budget and increasing budgetary liabilities.
Revenue Framework
Property taxes provided 46% and state aid 32% of general fund
revenues in fiscal 2015.
Growth prospects for revenues are slow, without taking into account
potential revenue-raising measures. Actual revenues are budgeted to
rise significantly in fiscal 2017 as the result of both local and
state policy action. The city of Chicago approved a $250 million
increase in property taxes (equivalent to 4.5% of general fund
spending) beginning in fiscal 2017 to be used for pension payments.
State aid is budgeted to rise by $317 million including $102
million in state poverty grants. The remaining $215 million
represents a state pension contribution which has not yet received
state approval. This represents a fairly large budgetary
vulnerability as the governor has stated that his support is
contingent upon the passage of a comprehensive pension reform
plan.
Independent legal ability to raise revenues is limited, like many
school districts in the U.S. Annual growth in the property tax levy
is limited by the Property Tax Extension Limitation Law to the
lesser of 5% or the rate of inflation.
Expenditure Framework
The district devoted 50% of fiscal 2015 governmental fund spending
to instruction, 15% to general support services, 10% to pensions,
8% to debt service and 6% to capital outlay.
Fitch expects the natural pace of spending growth to be above
natural revenue growth, given rising pension contributions and
uncertain labor costs. Management has actively managed expenditure
growth, with a series of substantial cuts over the past several
years including administrative cutbacks, school closures and
layoffs. Labor contracts, which had kept labor costs relatively
flat, are currently expired. Management has proposed modest wage
increases in return for a reduction in the pension pickup, whereby
CPS pays 7% of the 9% employee portion of the pension payment. The
teachers' union has rejected this offer and threatened to strike in
the near term, rendering the future labor cost trajectory
uncertain.
CPS' practical ability to make future expenditure cuts is limited.
While politically difficult, such cuts could include those for
efficiency, programs, and labor costs. Further cuts may become
necessary, particularly if the entire amount of budgeted state aid
is not realized. These may be complicated by the district's
acrimonious relationship with its labor unions, which have a
history of striking.
Carrying costs for debt service and actuarially-determined pension
contributions are currently moderate at 19.2% of governmental
spending in fiscal 2015; however, increasing pension and debt
service costs will likely raise carrying costs to elevated levels
over the next several years.
Long-Term Liability Burden
The long-term liability burden is elevated but still moderate
relative to the resource base. The net pension liability plus
overall debt represents 25.1% of personal income. Overlapping debt
accounts for almost half of the long-term liability burden, with
net pension liability representing a third and direct debt
approximately 20%. Amortization of direct debt is slow with 25% of
debt scheduled for retirement in ten years. Fitch anticipates that
while the net pension liability should remain relatively stable,
increased direct and overlapping borrowing may drive that ratio
higher, although it should remain solidly within the 'a' category.
Pension benefits for teachers are provided through the Public
School Teachers' Pension and Retirement Fund of Chicago (CTPF), a
cost-sharing multi-employer defined benefit plan in which CPS is
the major contributor. Under GASB 68 reporting, the plan reported a
51.6% asset to liability ratio as of June 30, 2015. Fitch estimates
the ratio to be slightly lower at 47.7% when adjusted to reflect a
7% return assumption. The weak ratios stem from several years of
pension payment holidays and poor investment returns. The district
dramatically increased pension funding in fiscal 2014 to comply
with a state law requiring payments sufficient to reach a 90%
funding level by 2059.
Pension benefits for other personnel are provided through the
Municipal Employees' Annuity and Benefit Fund of Chicago (MEABF), a
cost-sharing multi-employer defined benefit plan, whose major
contributor is the city of Chicago. The MEABF plan also has weak
asset to liability ratio of 20.3%. CPS does not directly contribute
to the plan and its proportionate share of the net pension
liability is $0
Other post-employment benefits (OPEB) are similarly underfunded but
annual payments are statutorily capped at $65 million.
Operating Performance
Financial resilience is the key credit concern, as CPS's narrow and
declining reserves provide insufficient cushion against a potential
revenue stress. Unrestricted general fund balance was 4.5% of
spending in fiscal 2015. The fiscal 2016 budget included a $185
million appropriation of general fund balance, but preliminary
fiscal 2016 results show a larger draw of $367 million. The
negative budgetary variance was largely due to a $480 million state
aid payment for pensions that was budgeted but not realized. The
fiscal 2017 budget includes an additional $81 million use of fund
balance which will bring reserves close to zero. The lack of an
adequate financial cushion leaves CPS ill-prepared to withstand
even a moderate economic downturn.
CPS still struggles with structural budgetary balance which is
concerning this far into an economic recovery. Much of the
imbalance stems from the shift in fiscal 2014 from statutory to
actuarially-based pension payments, which presented a dramatic rise
in spending without a corresponding revenue increase. Recent
budgets have also relied upon unsustainable practices including
appropriated reserves, scoop and toss restructurings for budgetary
relief and optimistic budgeting of revenues. The fiscal 2017 budget
represents a measure of improvement, incorporating a mixture of
expenditure controls and increased revenues; however, budgeted
expenditures still exceed revenues by $81 million and receipt of
the budgeted $215 million state payment for pensions remains
speculative.
Liquidity is extremely weak, with 12 days of cash on hand at the
end of fiscal 2015. CPS' cash position declined dramatically from
$1.1 billion at the close of fiscal 2013 to $150 million at the end
of fiscal 2015. The decline was exaggerated by the use of cash to
pay for capital projects that were subsequently reimbursed by
issuance of long-term bonds and the acceleration of vendor payments
that were partially reimbursed in fiscal 2015.
CPS remains highly dependent upon market access for short-term
borrowing. The district's reliance on external sources of liquidity
is increasing. Cash flow borrowing will rise from $1.065 billion in
fiscal 2016 to $1.55 billion in fiscal 2017. The district's cash
flow forecast for fiscal 2017 shows no point during the year when
cash is positive net of cash flow borrowing; however, the district
reports positive cash position for most of the month of August
2016. While the cash flow forecasts include the $1.55 billion of
borrowing, these lines of credit have not yet been finalized.
CHRISTOPHER RIDGEWAY: Everett Buick Buying 2 Vehicles for $41K
--------------------------------------------------------------
Christopher Martin Ridgeway asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to authorize the sale of 2008 GMC
Yukon Denali, VIN 1GKFK63898J194711, for $18,500; and 2011 Toyota
Highlander Limited, VIN 5TDYK3EH9B049260, for $22,500, to Everett
Buick GMC.
The 2008 GMC Yukon Denali and the 2011 Toyota Highlander are being
sold "as is, where is" with no warranty of any kind whatsoever.
A copy of the agreements of the sale and purchase attached to the
Motion is available for free at:
http://bankrupt.com/misc/Christopher_Martin_174_Sales.pdf
The Debtor valued his 50% portion of the 2008 GMC Yukon Denali in
the Schedules as $7,500 and the value of the entire property as
$15,000 and 50% portion of the 2011 Toyota Highlander Limited in
the Schedules as $10,000 and the value of the entire property as
$20,000.
Depending on the condition of the vehicle, the NADA Book Value on
the 2008 GMC Yukon Denali ranges from $14,825 to $22,000 without
options, and from $14,825 to $22,000 without options, on the 2011
Toyota Highlander Limited.
The 2008 GMC Yukon Denali and the 2011 Toyota Highlander are owned
free and clear and have no outstanding liens.
The Debtor has determined that approval of the sale is the best way
to maximize the value of the Debtor's estate for the benefit of all
constituencies. The Debtor has proposed in the Plan filed to
utilize the proceeds from the sale of property for payment for
claims of other creditors.
The Purchaser can be reached at:
Everett Buick GMC
P.O. Box 898
Bryant, AR 72089
Christopher Martin Ridgeway filed a Chapter 11 bankruptcy petition
(Bankr. E.D. La. Case No. 16-10643) on March 23, 2016, and is
represented by attorneys at Adams and Reese, LLP.
CHRISTOPHER RIDGEWAY: Selling 2012 Yellowfin Yacht for $87.5K
-------------------------------------------------------------
Christopher Martin Ridgeway asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to authorize the sale of the 2012
Yellowfin Yacht, Identification No. YFY24203F212, Vessel
Registration No. FL3416PJ, to Bart Knellinger for $87,500.
The sale of the watercraft will be "as is".
The Debtor filed his Notice regarding Fifth Amended Schedules on
Aug. 10, 2016, listing the 2012 24 ft. Yellowfin in Schedule B. The
Debtor's value of the portion that he owns in the Schedules is
$42,500 and the value of the entire property is $85,000.
The Debtor currently has a mortgage with US Bank in the approximate
amount of $68,557.
On Aug. 21, 2016, the Debtor entered into Bill of Sale of
Watercraft (Boat) with Mr. Knellinger for the purchase of the
watercraft.
A copy of the Bill of Sale of Watercraft (Boat) attached to the
Motion is available for free at:
http://bankrupt.com/misc/Christopher_Ridgeway_185_Sales.pdf
The Debtor has determined that approval of the Sale is the best way
to maximize the value of the Debtor's estate for the benefit of all
constituencies. He has proposed in the Plan filed to utilize the
proceeds from the sale of watercraft for payment for claims of
other creditors.
The US Bank will be paid in full from proceeds of the sale of said
watercraft. All excess proceeds will be held by the Debtor's
counsel in trust until confirmation of the Plan and disbursements
are to be made to creditors.
The Purchaser can be reached at:
Bart Knellinger
1811 Oak Creek Dr.
Dunedin, FL 34689
Christopher Martin Ridgeway filed a Chapter 11 bankruptcy petition
(Bankr. E.D. La. Case No. 16-10643) on March 23, 2016.
Attorneys for Christopher Martin Ridgeway:
ADAMS AND REESE, LLP
Robin B. Cheatham, Esq.
Scott R. Cheatham, Esq.
4500 One Shell Square
701 Poydras Street, Suite 4500
New Orleans, LA 70139
Telephone: (504) 581-3234
E-mail: robin.cheatham@arlaw.com
scott.cheatham@arlaw.com
CITIES GRILL: Wants to Use Cash From Commercial Property
--------------------------------------------------------
Cities Grill and Bar, Inc. asks the U.S. Bankruptcy Court for the
Middle District of North Carolina for authorization to use cash
collateral consisting of cash, deposit accounts, proceeds, profits,
& accounts receivables generated from commercial real property
located at 2438 South Stratford Rd, Winston-Salem, North Carolina
27103.
The Debtor seeks the use of Cash Collateral for payment of the
necessary and appropriate operating expenses of the Property and
for payment of other administrative expenses in its case. The
Debtor asserts that absent authorization for the use of Cash
Collateral, the Debtor would not be able to pay the expenses
necessary to operate, maintain and protect the assets of the
estate.
The Debtor contends that several parties in interest claim a
security interest in the Cash Collateral.
A full-text copy of the Cash Collateral Motion, dated August 25,
2016, is available at https://is.gd/37oyWv
Attorney for Cities Grill and Bar, Inc.:
Kenneth Love, Esq.
Love & Dillenbeck, PLLC
3410 Healy Drive,
Suite 208
Winston-Salem, NC 27103
Tel: (336) 210-1853
Fax: (336) 464-2172
About Cities Grill and Bar, Inc.
Cities Grill and Bar, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. N.C. Case No. 16-50876) on August
25, 2016. The petition was signed by Sammy Ballas, vice-president.
The case is assigned to Judge Catharine R. Aron. The Debtor's
counsel is Kenneth Love, Esq. at Love & Dillenbeck, PLLC of
Winston-Salem, North Carolina.
At the time of filing, the Debtor disclosed total assets at $3.28
million and a total liabilities at $3.01 million. A copy of the
Debtor's list of two unsecured creditors is available for free at
http://bankrupt.com/misc/ncmb16-50876.pdf
CLAYTON WILLIAMS: CEO Holds 18.1% Stake as of Aug. 29
-----------------------------------------------------
Clayton W. Williams, Jr. disclosed in a regulatory filing with the
Securities and Exchange Commission that as of Aug. 29, 2016, he
beneficially owned 3,110,734 shares of common stock of Clayton
Williams Energy, Inc., representing 18.1 percent of the shares
outstanding. Mr. William is the chairman of the Board and chief
executive officer of the Company. Since his last Schedule 13D
disclosure, Mr. Williams' beneficial ownership of the Company's
Common Stock has increased by 46,854 shares.
Also included in the filing are Clajon Holding Corporation
(1,247,488 common shares); CWPLCO Inc. (1,247,488 common shares);
CW Stock Holdco GP, LLC (1,771,219 common shares); and CW Stock
Holdco, L.P. (1,771,219 common shares).
Between March 3, 2008, and March 7, 2008, Holdco LP acquired 46,200
shares of Common Stock in open market transactions for a price per
share ranging from $37.63 to $39.36. Holdco LP financed the
purchase price for the shares with limited partnership funds. The
difference between the 46,200 shares of Common Stock purchased by
Holdco LP and the increase of 46,854 shares of Common Stock in Mr.
Williams' beneficial ownership since the date of Amendment No. 10
is attributable to a net increase of 654 shares of Common Stock in
Mr. Williams' account owned of record by the Company's 401(k) Plan
& Trust.
The group consisting of Mr. Williams, Holdings and CWPLCO shares
the power to vote or to direct the vote and the power to dispose or
direct the disposition of all 1,247,488 shares of Common Stock
beneficially held by them as a group. The group consisting of Mr.
Williams, Holdco GP and Holdco LP shares the power to vote or to
direct the vote and the power to dispose or direct the disposition
of all 1,771,219 shares of Common Stock beneficially held by them
as a group. With respect to the 92,027 additional shares of Common
Stock which Mr. Williams beneficially owns or has the right to
acquire, Mr. Williams has the sole power to vote and sole power to
dispose of 49,179 of those shares and the sole power to dispose of
an additional 18,046 of those shares (the power to vote these
18,046 shares is held by the trustee of the Issuer's 401(k) Plan
and Trust). The remaining 24,802 shares are beneficially owned by
Mr. Williams through his spouse individually and as trustee for
various trusts for the benefit of him and his grandchildren.
A full-text copy of the regulatory filing is available at:
https://is.gd/StEJCF
About Clayton Williams
Clayton Williams Energy, Inc., incorporated in Delaware in 1991, is
an independent oil and gas company engaged in the exploration for
and production of oil and natural gas primarily in Texas and New
Mexico. On Dec. 31, 2015, the Company's estimated proved reserves
were 46,569 MBOE, of which 78% were proved developed. The
Company's portfolio of oil and natural gas reserves is weighted in
favor of oil, with approximately 83% of its proved reserves at Dec.
31, 2015, consisting of oil and natural gas liquids and
approximately 17% consisting of natural gas. During 2015, the
Company added proved reserves of 3,542 MBOE through extensions and
discoveries, had downward revisions of 26,158 MBOE and had sales of
minerals-in-place of 472 MBOE. The Company also had average net
production of 15.8 MBOE per day in 2015, which implies a reserve
life of approximately 8.1 years.
Clayton Williams reported a net loss of $98.2 million in 2015
following net income of $43.9 million in 2014.
As of June 30, 2016, Clayton Williams had $1.38 billion in total
assets, $1.20 billion in total liabilities, and $183 million in
stockholders' equity.
* * *
As reported by the TCR on Aug. 2, 2016, S&P Global Ratings affirmed
its 'CCC+' corporate credit rating on Texas-based oil and gas
exploration and production company Clayton Williams Energy Inc.
The outlook is negative.
CLAYTON WILLIAMS: Mel Riggs Reports 17.8% Stake as of Aug. 29
-------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Mel G. Riggs disclosed that as of Aug. 29, 2016, he
beneficially owns 3,061,008 shares of common stock of of Clayton
Williams Energy, Inc., representing 17.8 percent of the shares
outstanding.
LPL/Williams GP, LLC also reported beneficial ownership of
3,041,412 common shares while The Williams Children's Partnership,
Ltd. reported beneficial ownership of 3,041,412 common shares.
On Aug. 29, 2016, the Company issued 5,051,100 shares of Common
Stock in a private placement to affiliates of Ares Management LLC,
resulting in a decrease in the percentage ownership of the Common
Stock beneficially owned by the Reporting Persons.
Additionally, since the Reporting Persons' prior Schedule 13D
filing, Mr. Riggs' beneficial ownership of the Company's Common
Stock has increased by 9,092 shares, resulting from the purchase of
6,700 shares of Common Stock by Mr. Riggs in open market
transactions and a net increase of 2,392 shares of Common Stock in
Mr. Riggs' account owned of record by the Company's 401(k) Plan &
Trust.
A full-text copy of the regulatory filing is available at:
https://is.gd/GagfzP
About Clayton Williams
Clayton Williams Energy, Inc., incorporated in Delaware in 1991, is
an independent oil and gas company engaged in the exploration for
and production of oil and natural gas primarily in Texas and New
Mexico. On Dec. 31, 2015, the Company's estimated proved reserves
were 46,569 MBOE, of which 78% were proved developed. The
Company's portfolio of oil and natural gas reserves is weighted in
favor of oil, with approximately 83% of its proved reserves at Dec.
31, 2015, consisting of oil and natural gas liquids and
approximately 17% consisting of natural gas. During 2015, the
Company added proved reserves of 3,542 MBOE through extensions and
discoveries, had downward revisions of 26,158 MBOE and had sales of
minerals-in-place of 472 MBOE. The Company also had average net
production of 15.8 MBOE per day in 2015, which implies a reserve
life of approximately 8.1 years.
Clayton Williams reported a net loss of $98.2 million in 2015
following net income of $43.9 million in 2014.
As of June 30, 2016, Clayton Williams had $1.38 billion in total
assets, $1.20 billion in total liabilities, and $183 million in
stockholders' equity.
* * *
As reported by the TCR on Aug. 2, 2016, S&P Global Ratings affirmed
its 'CCC+' corporate credit rating on Texas-based oil and gas
exploration and production company Clayton Williams Energy Inc.
The outlook is negative.
CORE RESOURCE: Court Reconsiders Cash Collateral Order
------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order approving Core Resource Management's official committee of
unsecured creditors' motion for reconsideration (1) of the Court's
final order (a) authorizing the use of cash collateral and (b)
determining sufficiency of adequate protection; (2) declaration
that property is not cash collateral and (3) demand for turnover of
estate property. The committee previously requested that the Court
reconsider its final order authorizing cash collateral use and
determining sufficiency of adequate protection as Goldman Advisers
does not have an interest in the Debtor's property and, therefore,
cannot claim an interest in cash collateral. As previously
reported, "As Goldman's statutory lien was unauthorized by the
statute; the lien did not attach to the property and is unsecured.
As Goldman has no interest in the Debtor's property, there is no
cash collateral to protect and the Cash Collateral Order should be
reconsidered. The Committee requests that the Court find, as a
matter of law, that Goldman does not have an interest in the
Debtor's property. To the extent Goldman or the Production
Purchasers are holding proceeds of the Production, the Committee
demands that the proceeds be released immediately. Here,
reconsideration of the Cash Collateral Order is appropriate as the
Committee was appointed on July 15, 2016, after the preliminary
cash collateral hearing, and Committee counsel was retained after
the final cash collateral hearing and the day before the Cash
Collateral Order was entered. Moreover, this Motion is timely
filed on the first business day ten days after entry of the Cash
Collateral Order." The Court scheduled an oral argument for Oct.
13, 2016.
About Core Resources
Core Resources Management, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-06712) on June
13, 2016. The petition was signed by Dennis Miller, chief operating
officer. The case is assigned to Judge Brenda K. Martin.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
Hauf PLC serves as counsel to the Debtor.
The U.S. Trustee, on July 15, 2016, appointed three creditors to
serve in the official committee of unsecured creditors in the
Debtors' cases. Dickinson Wright PLLC serves as counsel to the
Committee.
CROSBY NATIONAL: Unsecureds Will Be Paid 22.45% Under Pot Plan
--------------------------------------------------------------
The Crosby National Golf Club, LLC, is proposing a Pot Plan, where
all its creditors will be paid the total sum of $7.35 million,
according to the Seventh Amended Plan of the Debtor's proposed
Chapter 11 plan of reorganization.
The Pot Plan will be funded by a $1.65 million capital infusion
into the Debtor by its member, a $350,000 payment in settlement of
claims, and the $5.7 million remainder will be paid for by
operations over a seven year period.
The Pot Fund is not a sale of the assets of the Debtor but rather a
continuation of its business subject to operating limitations
either imposed on the Debtor by the Court or as voluntarily
provided for by the Debtor in the Plan.
The General Unsecured Claims, whose claims are estimated at
$308,609, will be paid pro rata from the Pot Fund, with an
estimated payment of 22.45% over a period of 84 months without
interest.
A full-text copy of the Disclosure Statement dated August 10, 2016
is available at https://is.gd/3VtXib
Attorneys for The Crosby National Golf Club, LLC:
John L. Smaha, Esq.
Gustavo E. Bravo, Esq.
SMAHA LAW GROUP
2398 San Diego Avenue
San Diego, CA 92110
Telephone: (619) 688-1557
Facsimile: (619) 688-1558
About Crosby National Golf Club
The Crosby National Golf Club, LLC, commenced a Chapter 11
bankruptcy case (Bankr. N.D. Tex. Case No. 15-41545) in Ft. Worth,
Texas, on April 16, 2015, without stating a reason. The Debtor
estimated $10 million to $50 million in assets and debt. The case
is assigned to Judge Russell F. Nelms.
The Debtor owns and operates the Crosby National Golf Club which is
located within the Crosby Estates at Rancho Santa Fe. The Golf Club
has been continuously operated as a for-profit, private
eighteen-hole golf course and has been known at all times as the
Crosby National Golf Club. It is a California limited liability
company and its managing member is Escalante - Crosby National
L.P., a Colorado limited partnership. The Debtor is represented by
Hudson M. Jobe, Esq., and Timothy A. York, Esq., at Quilling,
Selander, Lownds, Winslett & Moser, P.C. in Dallas, Texas.
The Crosby Estate at Rancho Santa Fe Master Association (The Crosby
HOA) is the master association for the gated residential community
and development located in San Diego County including the Debtor's
golf club, commonly known as The Crosby National Golf Club. The
Debtor and the Crosby HOA have been engaged in disputes and
resulting litigation pending in the Superior Court, State of
California, County of San Diego, relating to the Debtor's
operations of the Club and various rights and obligations of the
parties under the Development documents and related agreements. It
is represented in the Debtor's case by Joe J. Wielenbinski, Esq.,
Jay H. Ong, Esq. and Thomas D. Berghman, Esq. at Munsch Hardt Kopf
& Harr, P.C. in Dallas, Texas.
Texas Capital holds a valid, perfected, secured Claim against the
Debtor. A minimum aggregate amount of approximately $3.1 million is
owed on the Texas Capital Claim. It is represented by Matthew T.
Ferris, Esq. at Winstead PC in Dallas, Texas.
CRYOPORT INC: Extends Tender Offer Expiration to Sept. 23
---------------------------------------------------------
Cryoport, Inc., distributed a letter to holders of the Company's
outstanding warrants to purchase shares of common stock at an
exercise price of $3.57 per share in connection with the Company's
offer to those holders to exchange Original Warrants for (1) an
equal number of warrants to purchase one share of common stock at
an exercise price of $1.50 per share, conditioned upon the
immediate exercise of such New Warrants, and (2) one warrant to
purchase one share of common stock at an exercise price of $3.00
per share for every four New Warrants exercised.
The Offer, which was previously scheduled to expire at 5:00 p.m.
Eastern Time on Sept. 16, 2016, will now remain open until 5:00
p.m. Eastern Time, Sept. 23, 2016, as may be extended by the
Company in its sole discretion. In addition, the Company amended
and restated the offer letter/prospectus, dated Aug. 11, 2016,
which was previously distributed by the Company, with the offer
letter/prospectus, dated Aug. 30, 2016 (as it may be amended and/or
supplemented from time to time.
The Offer Letter/Prospectus has been amended to include additional
information, including without limitation, (i) extending the
expiration date for the Offer until 5:00 p.m. Eastern Time,
Sept. 23, 2016; (ii) adding information contained in our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2016; and (iii)
adding certain selected financial data.
"If you elect to tender Original Warrants in response to the Offer,
please follow the instructions in the Offer Letter/Prospectus and
the related documents, including the Letter of Transmittal
previously distributed by the Company. The Letter of Transmittal,
certificate(s) representing the Original Warrants, and payment of
the exercise price of the New Warrants must be delivered to
Continental Stock Transfer & Trust Company, the depositary for the
Offer, on or prior to the Expiration Date, as set forth in the
Letter of Transmittal.
"If you change your mind and do not want to participate in the
offer, you may withdraw your tender by following the instructions
in the Offer Letter/Prospectus before the Expiration Date.
"Please direct questions or requests for assistance regarding the
Offer to Emergent Financial Group, Inc., the solicitation agent for
the Offer. The Solicitation Agent may be reached at:
Emergent Financial Group, Inc.
3600 American Boulevard West, Suite 670
Bloomington, MN 55431
Attention: Peter Voldness
Tel: (952) 829-1222
Email: (email: pvoldness@emergentfinancial.com)"
About Cryoport
Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries. Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.
Cryoport reported a net loss attributable to common stockholders of
$15.05 million on $5.88 million of revenues for the year ended
March 31, 2016, compared to a net loss attributable to common
stockholders of $12.19 million on $3.93 million of revenues for the
year ended March 31, 2015.
KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2016, citing that
the Company has recurring operating losses from inception and has
used substantial amounts of working capital in its operations.
Although the Company has cash and cash equivalents of $2.8 million
at March 31, 2016, management has estimated that cash on hand will
only be sufficient to allow the Company to continue its operations
through the third quarter of fiscal 2017. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
CRYSTAL WATERFALLS: Continued Hearing on Cash Use Set on Oct. 19
----------------------------------------------------------------
Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central
District of California inks his approval on Crystal Waterfalls
LLC's use of cash collateral on an interim basis, consistent with
the revised budget that must be filed on or before Aug. 31, 2016.
Judge Robles further orders that the terms and conditions of the
Cash Collateral Stipulation remain in effect, except for a
modification which requires the Debtor to timely pay post-petition
real property taxes, the amount of which will be based on the
assessed value of the Garvey Street Property as of September 1,
2014.
The Court will hold a continued hearing on Oct. 19, 2016, and the
Debtor is also required to file a supplemental brief in support of
its continued use of cash collateral on or before Oct. 5, 2016, so
that any responses to the Supplemental Brief are required to be
filed before Oct. 12.
Attorneys for Crystal Waterfalls LLC:
Ian S. Landsberg, Esq.
Casey Z. Donoyan, Esq.
LANDSBERG LAW, APC
280 South Beverly Drive, Suite 504
Beverly Hills, CA 90212
Telephone: (310) 887-1850
Facsimile: (310) 887-1855
E-mail: ian@landsberg-law.com
About Crystal Waterfalls
Crystal Waterfalls LLC owns real property in Covina, California, on
which it currently operates a hotel known as the Park Inn by
Radisson. Situated in the heart of Southern California, the Hotel
is just east of downtown Los Angeles at the base of the San Gabriel
Mountains, and a short distance from West Covina, San Dimas,
Irwindale, City of Industry, Pomona, and Ontario, and many major
attractions (such as amusement parks, the Pomona Fairplex, and
Irwindale Speedway). The Hotel includes 258 rooms (50 of which
require certain forms of rehabilitation and currently are not in
use), and has a fitness center, an outdoor heated swimming pool and
whirlpool, and 9,000 square feet of meeting space.
Facing an imminent foreclosure sale by its senior lender, Crystal
Waterfalls LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 15-27769) in Los Angeles, California, on Nov. 19, 2015. Judge
Ernest M. Robles presides over the case. The petition was signed by
Lucy Gao, managing member.
Crystal Waterfalls currently has two members: (1) Lucy Gao, who
serves as the Debtor's managing member; and (2) Golden Bay
Investments LLC, a California limited liability company ("Golden
Bay"). Ms. Gao is the sole and managing member of Golden Bay.
The Debtor disclosed $52.5 million in assets and $71.4 million in
liabilities in its schedules. The schedules say that the Covina,
California hotel property is worth $52 million.
The Debtor received approval to employ Landsberg Law, APC, as
bankruptcy counsel.
The U.S. Trustee has filed a motion seeking to convert Crystal
Waterfalls' bankruptcy case to a Chapter 7 case, or to dismiss the
case.
CUNNINGHAM LINDSEY: Moody's Reviews B3 CFR for Downgrade
--------------------------------------------------------
Moody's Investors Service continues to review for downgrade the
ratings of Cunningham Lindsey U.S. Inc. (Cunningham Lindsey,
corporate family rating B3, probability of default rating B3-PD),
having commenced the review in February 2016. The rating review
reflects the issuer's weak credit metrics along with a financial
leverage covenant that steps down over time and a revolving credit
facility that matures in December 2017.
RATINGS RATIONALE
The ongoing review will focus on Cunningham Lindsey's ability to
achieve headroom under its financial covenant and address its 2017
revolving credit maturity. The rating agency will also consider the
company's ongoing implementation of strategic initiatives to
restore revenue and EBITDA growth, and the related impact on
financial leverage, interest coverage and free cash flow.
Moody's estimates that Cunningham Lindsey's debt-to-EBITDA ratio
was in the range of 7-8x at June 2016 after giving effect to
standard accounting adjustments plus other adjustments for costs
that the rating agency views as non-recurring. Cunningham Lindsey's
(EBITDA - capex) interest coverage on this basis was between 1.2x
and 1.5x. These metrics reflect revenue growth and benefits derived
from the company's ongoing transformation efforts.
Cunningham Lindsey has a strong market position in complex claims
management, serving a broad range of insurance carriers and
self-insured entities across multiple jurisdictions. Over the past
two years, the company has made several changes to its senior
management team, and has taken steps to better diversify its
business mix across insurance loss adjusting, claims management and
other risk management services, thereby reducing its reliance on
catastrophe-related claims. The company has invested in a common
and more efficient operating model, while reducing its overall cost
structure including initiatives to improve operating cash flows.
Moody's expects further improvement in earnings and credit metrics,
but notes that Cunningham Lindsey faces an increasingly stringent
financial leverage covenant plus the maturity of its revolving
credit facility in December 2017. The company had $31 million of
cash and equivalents as of 30 June 2016, and limited availability
under its revolving credit facility, subject to compliance with its
financial covenant. Cash flow from operations for the first half of
the year was negative reflecting ongoing restructuring efforts.
Factors that could lead to a rating downgrade for Cunningham
Lindsey include: (i) debt-to-EBITDA ratio remaining above 7.5x for
a sustained period, (ii) (EBITDA - capex) coverage of interest
below 1.2x, (iii) free-cash-flow-to-debt ratio remaining below 2%,
or (iv) failure to achieve headroom under the financial covenant
and address the 2017 revolving credit maturity.
Conversely, the ratings could be confirmed in the event of: (i)
successful management actions to restore revenue and EBITDA growth
and enhance financial flexibility, (ii) debt-to-EBITDA ratio
trending below 7.5x, (iii) (EBITDA - capex) coverage of interest
exceeding 1.2x, and (iv) free-cash-flow-to-debt ratio exceeding
2%.
Moody's is reviewing for downgrade the following ratings (along
with loss given default (LGD) assessments) (borrowing amounts as of
30 June 2016):
-- Corporate family rating B3;
-- Probability of default rating B3-PD;
-- $100 million first-lien revolving credit facility (about $85
million outstanding, maturing in December 2017) B2 (LGD3);
-- $482 million first-lien term loan (maturing in December
2019) B2 (LGD3);
-- $86 million second-lien term loan (maturing in June 2020)
Caa2 (LGD6).
The principal methodology used in these ratings/analysis was
Insurance Brokers and Service Companies published in December 2015.
Based in Tampa, Florida, Cunningham Lindsey is a leading global
provider of insurance loss adjusting, claims management and other
risk management services to insurance and reinsurance companies,
insurance syndicates, major self-insured corporations and
government agencies. Cunningham Lindsey operates through a global
network of more than 6,000 people spanning more than 60
territories. The company generated revenue of $688 million in 2015.
CURTIS C. MAGLEBY: Limited Stay Relief Granted to Family Court Suit
-------------------------------------------------------------------
Judge Robert Kwan of the United States Bankruptcy Court for the
Central District of California, Los Angeles Division, granted in
part and denied in part Creditor Cindy Magleby's Motion for Relief
from the Automatic Stay against Debtor Curtis C. Magleby.
The motion affects the nonbankruptcy action entitled In re Marriage
of Magleby, Case No. BD612825, pending before the Superior Court
for the State of California, County of Los Angeles.
The Court, among other things, denies without prejudice the
Creditor's request that this Court "defer to the Family Law Court
regarding who will have the responsibility for paying the mortgage
on the family residence." The denial is without prejudice to
Creditor seeking a determination from the Family Law Court to
characterize such obligations as support obligations. The denial
is also without prejudice to Creditor filing the appropriate motion
before this Court to authorize the payment of such support out of
estate property.
The Court grants, among other things, the Creditor's request that
the Court "defer to the Family Law Court regarding the issue of who
will have the right to exclusive occupancy over the family
residence" only to the extent that the Family Law Court determine
Debtor's ability to physically access the family residence based on
appropriate considerations under the California Family Code and
other applicable law. In this regard, the court does not adopt the
language proposed in Debtor's alternative proposed form of order
that "Debtor may have access to the Property in a civil and
non-disruptive way that reflects an adult relationship" because
this court believes that the Family Law Court is in a better
position to evaluate the concerns raised by this proposed language
in a family law context. However, Debtor may file an application
with this court for access to the family residence (also known as
"the Property"), which is property of the bankruptcy estate, for a
specific bankruptcy law purpose on an incident-by-incident basis
with reasonable notice to Creditor and her counsel pursuant to the
rules of this court.
The bankruptcy case is captioed In re CURTIS C. MAGLEBY, (Chapter
11), Debtor, Case No. 2:16-bk-15322-RK (Bankr. C.D. Calif.).
A full-text copy of the Order dated August 10, 2016 is available at
https://is.gd/AOY20R from Leagle.com.
Curtis C. Magleby, Debtor, is represented by Alan F. Broidy, Esq.
-- alan@broidylaw.com, Illyssa I. Fogel, Esq. -- ifogel@iiflaw.com
United States Trustee, U.S. Trustee, is represented by Alvin Mar.
CYPRESS COVE: Fitch Affirms BB+ Rating on 2 Tranches
----------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on these bonds issued
by Lee County Florida Industrial Development Authority (IDA) on
behalf of Cypress Cove at HealthPark Florida, Inc.:
-- $19.5 million series 2014;
-- $64.4 million series 2012.
The Rating Outlook is Stable.
SECURITY
The bonds are secured by a pledge of gross revenues, an assignment
of the obligor's interest in a ground lease on land on which the
community is located, and debt service reserve funds.
KEY RATING DRIVERS
SOLID CASH FLOWS AND OCCUPANCY: Cypress Cove generated a solid $7.0
million in net entrance fee receipts through the nine-month interim
period (ended June 30, 2016). In addition, independent living unit
(ILU) occupancy was strong at 96% through the same period, up from
80% in fiscal 2012. Improved occupancy has resulted in good
top-line revenue growth and solid cash flow generation over the
last four fiscal years.
HIGH DEBT BURDEN: Cypress Cove's debt burden remains high, as
evidenced by maximum annual debt service (MADS), at 17.1% of
annualized revenues through the interim fiscal 2016 period.
Offsetting the high debt burden is Cypress Cove's debt service
coverage, which has been solid over the last three years and was at
2.1x through the interim period. Cypress Cove is contemplating a
debt issuance for potential new construction, as well as for
certain renovations which were originally planned to be funded out
of cash flows and reserves. Fitch will evaluate the impact of the
potential debt at the time of issuance.
LIGHT LIQUIDITY: Cypress Cove's $25.3 million in unrestricted cash
and investments, although improved from the prior year, equated to
a light 311 days cash on hand (DCOH), 29.9% cash-to-debt and a 4.4x
cushion ratio at June 30, 2016.
Management's current projections assume the funding of certain
community renovations out of cash flows and liquidity over the next
few years, and expect unrestricted cash balances to decline as a
result, hitting a low of $18.5 million in 2018. Cash is expected
to increase starting in 2019. However, if a debt issuance is
executed to fund certain capital projects, management is expecting
a much lower decline in unrestricted cash over the medium term.
LEE MEMORIAL HEALTH SYSTEM AFFILIATION: The sole corporate member
of Cypress Cove is Lee Healthcare Resources (LHR), a support
organization for both Cypress Cove and Lee Memorial Health System
(LMHS), a four-hospital system located in Lee County, FL. While
Cypress Cove is not part of LMHS, Fitch believes the two
organizations have a close working relationship that benefits
Cypress Cove both strategically and financially. Cypress Cove is
located on land owned by LHR for which it pays an annual ground
lease payment, of approximately $1 million, which is subordinate to
debt service payments.
COMPETITIVE SERVICE AREA: Cypress Cove is located approximately
seven miles away from Shell Point Retirement Communities, an over
1,200 ILU continuing care retirement community (CCRC). While Shell
Point is Cypress Cove's largest competitor it does not offer a
dedicated Memory Care facility, which should help Cypress Cove's
marketing and sales efforts going forward.
RATING SENSITIVITIES
LIMITED DEBT CAPACITY: Given Cypress Cove's already high debt
burden, Fitch believes that the community has limited debt capacity
at the current rating level. Any additional debt would have to be
supplemented by further revenue and liquidity growth in order to
preserve the rating.
SUCCESFUL PROJECT FILL-UP: Fitch expects Cypress Cove to occupy its
recently completed 44-unit Memory Care facility at the projected
fill-up rate of 18 internal transfers and 2 additional residents
per month, and to reach stabilization at 90% occupancy in August of
2017. Any large deviation from the projections which significantly
impact the community's financial profile may lead to negative
rating pressure.
CREDIT PROFILE
Cypress Cove is a type-A CCRC located in Fort Myers, FL. The
community currently consists of 333 ILU apartments, 30 ILU villas,
44 ALU apartments, 44 ALU Memory Care apartments, and a 64-bed
skilled nursing facility (SNF). Cypress Cove opened in 1999 and is
situated on a 48-acre parcel of land that is part of 402-acre
master development called HealthPark Florida, which also features
the HealthPark Medical Center (a 368-bed acute care hospital), part
of LMHS. Cypress Cove offers fully-amortizing, 75% refundable, 90%
refundable, and 100% refundable entrance fee plans. In fiscal 2015
Cypress Cove generated total revenues of $32.2 million.
SOLID CASH FLOWS AND OCCUPANCY
Cypress Cove's net entrance fee receipts have been solid over the
last four fiscal years, averaging $11.8 million annually. Strong
receipts are attributed to improved occupancy over the time period,
as ILU occupancy increased from 80% in fiscal 2012 to 96% in fiscal
2015. Occupancy improvement has been driven by a healthy real
estate market and enhanced marketing initiatives.
Cypress Cove has generated $7.0 million in net entrance fee
receipts through the nine-month interim period, while retaining
occupancy at 96%. Management is expecting net entrance fee
receipts of $8 million - $10 million annually, now that the
community is stabilized at over 95% occupancy. Cypress Cove
maintains an active waiting list, currently consisting of 114
prospective residents, which should help the community retain
strong occupancy over the medium term.
Assisted living and skilled nursing occupancies have both been
strong at over 90% over the last four years. Fitch notes Cypress
Cove's reliance on Medicare revenues in its SNF, as approximately
70% of net SNF revenues come from Medicare residents. This could
present a credit concern over the longer term as the future of
Medicare revenues is less certain with the introduction of the
bundled payment program. However, given Cypress Cove's affiliation
with LMHS, the community should be well positioned for future
Medicare reform. SNF revenues make up approximately 23% of total
resident revenues.
HIGH DEBT BURDEN
Maximum annual debt service (MADS) of $5.8 million made up a high
17.1% of annualized revenues through the interim, unfavorable to
Fitch's 'below investment grade' (BIG) median of 10.0%. Under the
bond documents Cypress Cove is allowed to use a lower MADS of
$4.5 million for its covenant calculations through the Memory Care
project stabilization period (through 2017).
According to Fitch's calculations, Cypress Cove's debt service
coverage has averaged 2.4x from 2012 through 2015 and was a solid
2.1x through the interim period. Annual ground lease expense has
been added back to net available for the purpose of debt service
coverage calculations, as ground lease payments are subordinate to
debt service on the bonds. Ground lease payments were deferred
when Cypress Cove was facing occupancy challenges and in a weaker
financial position. The ground lease liability was at $7.0 million
at June 30, 2016, and management expects lease payments to become
current by 2022. The ground lease cannot be terminated as long as
Cypress Cove's debt is outstanding.
LIGHT LIQUIDITY
Cypress Cove's $25.3 million in unrestricted cash and investments
at June 30, 2016, produced light liquidity metrics when compared to
BIG category peers. Management is projecting liquidity to decline
further over the next three years, as certain capital projects are
funded out of cash and expected net entrance fee receipts stabilize
at a lower level. Cypress Cove is expecting to begin renovations
of its SNF in 2016, which will put additional stress on revenues
and liquidity as beds are taken out of service throughout the
process.
Management is projecting unrestricted cash to decline to
$18.5 million, or 227 DCOH, in 2018 and to improve to $21.1 million
by 2020. Cypress Cove is currently contemplating a debt issuance
to supplement the SNF renovation, as well as fund some new revenue
producing construction, which is likely to help keep liquidity
levels higher over the medium term. Fitch believes that Cypress
Cove's continued reinvestment in its facilities will be beneficial
in maintaining the community's marketability in the long run.
Fitch will continue to closely monitor Cypress Cove's liquidity
position, and any large deviations from projections will likely
lead to downward rating action.
MIXED PROFITABILITY
Cypress Cove's operating ratio and net operating margin (NOM) have
averaged 121% and negative 4.6%, respectively, over the last four
fiscal years; both unfavorable compared to BIG category peers.
While both operating ratio and NOM improved through the interim
period, management is not projecting any significant operating
improvements over the medium term. Fitch notes that operating
ratio and NOM reflect the impact of Cypress Cove's fully amortizing
lifecare contracts, higher expenses related to improving occupancy
of the ILUs, and ground lease and management fee expenses.
Cypress Cove's NOM-adjusted has averaged a very strong 31.4% from
fiscal 2012 to fiscal 2015 reflecting improved net entrance fee
receipts. Given management's expectation of lower net entrance fee
receipts going forward, Fitch would expect NOM-adjusted to
normalize at approximately 25% over the medium term.
DEBT PROFILE
All of Cypress Cove's debt is fixed rate. Cypress Cove does not
have any swaps outstanding.
DALE WILLIAMS: Summary Judgment Bids in IRS Claim Dispute Denied
----------------------------------------------------------------
Judge Robert Kwan of the United States Bankruptcy Court for the
Central District of California, Los Angeles Division, denied the
Cross-Motions for Summary Judgment in contested matter of debtor
Dale Alfred Williams objecting to the claim of the Internal Revenue
Service.
The court denies Debtor's motion for summary judgment since
plaintiff has not shown that he is entitled to judgment as a matter
of law.
The court declines to consider the argument of Debtor for summary
judgment first raised in his reply to Claimant's opposition to his
motion for summary judgment that the claim is time-barred as to
adjustments relating to taxable years 2003 through 2007, which are
allegedly unrelated to the loss carryback for taxable year 2008,
pursuant to Local Bankruptcy Rule 9013-1(g)(4).
The court overrules the Debtor's objections to declaration of the
revenue agent in support of Claimant's motion for summary
judgment.
The court denies the Claimant's motion for summary judgment on
grounds that there are genuine issues of material fact regarding
the validity of debtor's claimed losses to be resolved at trial.
The bankruptcy case is In re: DALE ALFRED WILLIAMS, Chapter 11,
Debtor, Case No. 2:12-bk-15652-RK (Bankr. C.D. Calif.).
A full-text copy of the Order dated August 11, 2016, is available
at https://is.gd/0K1ZOn rrom Leagle.com.
Dale Alfred Williams, Debtor, is represented by Carl P. Blaine,
Esq. -- cblaine@wkblaw.com -- Wagner Kirkman Firm, Rika Kido, Esq.
-- Shulman Hodges & Bastian LLP, Peter W. Lianides, Esq. --
plianides@winthropcouchot.com -- Winthrop Couchot, William N.
Lobel, Esq. -- wlobel@lwgfllp.com -- LOBEL WEILAND GOLDEN FRIEDMAN
LLP, Robert E. Opera, Esq. -- ropera@winthropcouchot.com --
Winthrop Couchot PC, Leonard M. Shulman, Esq. -- Shulman Hodges &
Bastian LLP, James E. Till, Esq. --jtill@btntlaw.com -- Bosley Till
Neue & Talerico, LLP, Minna C. Yang, Esq. -- myang@wkblaw.com --
Wagner Kirkman Blaine Firm.
Official Committee Of Unsecured Creditors, Creditor Committee, is
represented by David K. Eldan, Kavita Gupta, Gupta Ferrer, LLP,
Jill M Holt Golubow, Esq. -- jgolubow@winthropcouchot.com --
Winthrop Couchot PC, Jeannie Kim, Esq. -- jkim@winthropcouchot.com
-- Winthrop Couchot PC, Robert E. Opera.
DAWN INC: Court OKs $150K Private Sale of Mamaroneck Property
-------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Judge, at the U.S.
Bankruptcy Court for the Southern District of New York authorized
the private sale of Dawn, Inc., doing business as Cafe Mozart, of
assets related to its restaurant business located at 308 Mamaroneck
Avenue, Mamaroneck, New York, to Shams Alam or an entity to be
designated by him, for $150,000.
A hearing on the Motion was held on Aug. 22, 2016.
The sale is free and clear of all liens, claims, interests and
encumbrances.
Judge Drain held that the Asset Purchase Agreement (APA)
constitutes the highest and best offer for the assets, and the sale
of the assets pursuant to the APA is in the best interests of the
Debtor, its creditors and its estate.
The landlord, 308-312 Mamk, LLC, is authorized to apply the
Debtor's security deposit in full satisfaction of prepetition rent
arrears under the lease of the Debtor's restaurant.
The sale proceeds, net of (i) U.S. Trustee fees, (ii) Debtor's
counsel fees in an amount to be fixed upon application to the Court
under Section 330 of the Bankruptcy Code, and (iii) Debtor's
broker's commission in an amount to be fixed upon application to
the Court under 11 U.S.C. Section 330, will be paid at or
reasonably soon after closing to New York State on account of its
allowed secured claim, as set forth in the Motion.
About Dawn, Inc.
Dawn, Inc., is a restaurant located at 308 Mamaroneck Avenue,
Mamaroneck, New York 10543. It serves breakfast, brunch, lunch
and
dinner, and also features classical and live music performances.
Cafe Mozart was first opened in 1996. It purchased Cafe Mozart
from the original owners in 2003.
Dawn, Inc. -- dba Cafe Mozart -- sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 14-23347-RDD) on Sept. 22, 2014. Judge
Robert D. Drain is assigned to the case.
The Debtor filed for Chapter 11 for the purpose of restructuring
and paying its obligations to New York State Department of Tax and
Finance stemming from a sales tax audit in 2006/2007. The Debtor
was assessed with approximately $142,175 in sales tax and $28,428
in income tax, which were overwhelming amounts for the Debtor to
pay. Although the Debtor complied with a payment plan for many
years, it struggled to remain current in its tax obligations.
The Debtor has continued in possession of its business and
management of its property pursuant to Sec. 1107 and 1108 of the
Bankruptcy Code. No official creditors' committee, trustee or
examiner has been appointed in this case.
DAYTON POWER: Fitch Says PUCO Order Mitigates Neg. Rating Pressure
------------------------------------------------------------------
The Public Utilities Commission of Ohio (PUCO)'s approval of Dayton
Power and Light's (DP&L, rated 'BB+'/Negative Outlook) request to
implement the rate stabilization charge (RSC) from its first
electric security plan (ESP I) mitigates negative rating pressure
in the near term, according to Fitch Ratings.
However, the resolution of the Negative Outlook and the long-term
rating stability at DP&L and its parent DPL Inc. (DPL,
'B+'/Negative Outlook) depend upon the approval of a new ESP and
the ability of DP&L and PUCO to defend against potential future
legal challenges associated with it. DP&L's ESP III application
remains pending with PUCO.
On Aug. 26, 2016, the PUCO granted DP&L's request to withdraw ESP
II, and revert to ESP I rates that had been previously approved and
that included a rate stabilization charge (RSC). The PUCO further
ordered that such rates should remain in effect until a new ESP is
approved.
As part of this order, the PUCO also denied the environmental
investment rider (EIR), as it determined that the environmental
controls on the generating units that the EIR intended to cover in
ESP I are no longer used for non-shopping customers since DP&L
currently obtains wholesale electricity through a competitive
bidding process. The denial of the EIR will reduce rate relief by
approximately $12 million for the remainder of 2016 and $36 million
on an annual basis, per Fitch's estimate.
The RSC and EIR were the two primary components in ESP I, which
collectively provided approximately $110 million in rate relief
annually, similar to the amount of the "service stability rider"
(SSR) in ESP II.
PUCO's order follows the Supreme Court of Ohio's decision to reject
the SSR in ESP II in June 2016. Subsequently, DP&L withdrew its ESP
II and requested EPS I to be implemented. The new tariff must be
put into place within 7 days of the order which will effectively
terminate the SSR.
On Aug. 24, 2016, DP&L secured a $445 million term loan facility
maturing Aug. 24, 2022 and used the proceeds to repay the $445
million 1.875% First Mortgage Bonds due on Sept. 15, 2016. The next
debt maturities in 2016 are in October 2016 and October 2019 when
$57 million of senior unsecured notes and $200 million of senior
unsecured notes are due at DPL Inc.
DEERFIELD REAL ESTATE: Needs Until Oct. 3 to File Chapter 11 Plan
-----------------------------------------------------------------
Deerfield Real Estate Development, LLC, asks the U.S. Bankruptcy
Court for the Southern District of Florida to extend the
exclusivity period and deadline within which the Debtor must file a
Plan and Disclosure Statement from Sept. 3, 2016, to and including
Oct. 3, 2016.
The Debtor contends that it was negotiating with its secured
creditor until Aug. 22, 2016, in an attempt to resolve the Motion
to Dismiss and reach consensual terms as to timing and treatment of
New Wave's claim.
In an effort to minimize unnecessary attorney's fees, counsel for
the Debtor waited until the last minute to take defensive action
related to the Motion to Dismiss and moving forward with a
non-consensual plan, and as such, has not yet drafted a Plan.
Attorneys for Deerfield Real Estate Development, LLC:
Malinda L. Hayes, Esq.
MARKARIAN FRANK & HAYES
2925 PGA Blvd., #204
Palm Beach Gardens, FL 33410
Phone: (561) 626-4700
Fax: (561) 627-9479
About Deerfield Real Estate Development
Headquartered in Lake Park, Florida, Deerfield Real Estate
Development, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 16-16611) on May 6, 2016, estimating its
assets and liabilities at between $1 million and $10 million each.
The petition was signed by Kent R. LaFleur, manager. Judge Erik P.
Kimball presides over the case. David K Markarian, Esq., at
Markarian Frank & Hayes, serves as the Debtor's bankruptcy counsel.
DUNN PAPER: Moody's Assigns B2 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service assigned a first-time B2 corporate family
rating to Dunn Paper Holdings, Inc. and a B2-PD probability of
default rating. Moody's also assigned B2 ratings to the $30 million
senior secured revolver and a $228 million first lien senior
secured term loan and a Caa1 rating to a $57 million second lien
term loan. The proceeds of the new credit facilities along with an
equity contribution were used to fund the acquisition of Dunn Paper
by Arbor Investments from Wingate Partners. The ratings outlook is
stable.
"The B2 rating reflects high leverage following the acquisition of
Dunn Paper by Arbor Investments," said Moody's analyst Anastasija
Johnson. "However, given the company's strong margins and stable
demand in specialty packaging paper and tissue, Dunn Paper should
be able to generate meaningful free cash flow."
Issuer: Dunn Paper Holdings, Inc.
Assignments:
-- Corporate Family Rating, Assigned B2
-- Probability of Default Rating, Assigned B2-PD
-- US$30M Senior Secured Revolving Credit Facility, Assigned B2
(LGD3)
-- US$228M Senior Secured 1st Lien Term Loan, Assigned B2
(LGD3)
-- US$57M Senior Secured 2nd Lien Term Loan, Assigned Caa1
(LGD6)
Outlook Actions:
-- Outlook, Assigned Stable
RATINGS RATIONALE
Dunn Paper's B2 corporate family rating reflects the company's
small scale as measured by revenue, high leverage above 5 times as
adjusted by Moody's and limited history as an operator of six mills
following the acquisitions of five Clearwater facilities in
December 2014. While the transition of Clearwater facilities to
Dunn Paper's operating systems has been completed, the company has
yet to bring pulp costs at the acquired mills down to the level of
the legacy mill. Continued earnings growth and EBITDA expansion
depend to a large degree on the successful implementation of this
strategy. As a non-integrated packaging paper and tissue producer,
Dunn Paper is exposed to volatile market pulp prices. The positive
factors that help offset these constrains are stable end market
demand, technological advantages in waxed paper and strong market
positions in niche segments, such as colored napkins, which support
high margins and free cash flow generation.
“We expect the company to maintain good liquidity. The company
has minimal amount of cash on hand, but is projected to generate
free cash flow in 2017. Free cash flow will be reduced in 2017 and
2018 by higher capital spending to fund growth projects. We expect
the company to have ample availability under its $30 million
revolving credit facility. The company does not have any debt
maturities until the revolver expires in 2021. Term loan
amortization is 1% of the principal or approximately $2.3 million a
year. The first lien credit facility has a total net leverage ratio
covenant and we expect the company will remain in compliance with
its debt covenant over the next 12 months.” Moody's said.
The stable rating outlook reflects expectations that Dunn Paper
will execute its plans to lower pulp costs at the acquired
Clearwater mills and increase volume from new business wins,
expanding EBITDA and using free cash flow to deliver.
Given the small scale and limited operating history of the combined
company, there is little pressure to upgrade the rating. Moody's
said, “We could upgrade the rating if the company increases its
scale, reduces leverage below 4 times on a sustained basis,
maintains EBITDA margins at current levels and generates RCF/Debt
above 10%.”
Moody's said, “We could downgrade the rating if leverage
increases above 6 times on a sustained basis, RCF/Debt declines
below 5% and liquidity deteriorates.”
The principal methodology used in these ratings was Global Paper
and Forest Products Industry published in October 2013.
Headquartered in Alpharetta, GA, Dunn Paper manufactures a broad
range of lightweight food packaging paper as well as absorbency and
specialty issue products. The company generated approximately $313
million of sales for the twelve months ended June 30, 2016. Arbor
Investments acquired Dunn Paper in August 2016.
ELWOOD ENERGY: Moody's Affirms Ba3 Rating on Senior Secured Bonds
-----------------------------------------------------------------
Moody's Investors Service affirmed Elwood Energy LLC's (Elwood or
Project) Ba3 rating on its senior secured bonds due 2026 and
changed the outlook to positive from stable.
RATINGS RATIONALE
Elwood's positive outlook reflects the announced sale of Dynegy
Inc's (CFR B2 stable) 50% ownership in Elwood to J-Power USA
Development Co, Ltd, an indirect subsidiary of Electric Power
Development Co., Ltd (JPOWER, A1 stable). JPOWER, a substantially
stronger sponsor, is expected to pay a purchase price of $172.5
million resulting in an implied enterprise value of around $500
million. Moody's said, “We view positively both JPOWER's
financial strength and their sizeable additional investment in
Elwood that creates a material economic incentive to support the
project if necessary.” The closing of the sale is expected in the
fourth quarter of 2016 and is subject to regulatory approvals.
The positive outlook also reflects the potential for continued high
capacity prices in the next PJM capacity auction covering the
2020/2021 period that should ensure cash flow to comfortably
service Elwood's peak debt service in 2021. Moody's said, “We
recognize that the last two PJM capacity auctions covering the
2018/2019 and 2019/2020 periods resulted in robust capacity prices
above $200/MW-day for the ComEd capacity zone.”
The affirmation of the Ba3 takes into consideration the project's
contracts on two units through August 2017, low leverage of
$100/kw, and known PJM capacity prices through May 2020 that should
enable the Project to achieve debt service coverage ratio (DSCR)
well above 2.0x in most years through the known capacity price
period. Additional strengths include proven equipment and project
finance protections including 6-month debt service reserve backed
by a letter of credit recourse to the sponsors.
The Ba3 rating also factors the project's six-year merchant tail
starting in June 2020, weak competitive position given its high
heat rate, and exposure to volatile capacity prices. Additional
challenges include Elwood's rising debt service through 2021, mixed
operational performance in recent cold winters, and major
maintenance deposit schedule that creates greater uncertainty
regarding the availability of major maintenance funds after 2020.
The Project's rating could be upgraded if the announced ownership
change is completed and the project substantially clears its
capacity at robust prices in the next PJM capacity covering the
2020/2021 period. Elwood's rating could also improve if it is able
to is able to enter into new, long-term contracts with investment
grade off-takers that result in annual DSCRs being at or above 1.2
times through debt maturity based solely on fully contracted cash
flows.
Given the positive outlook, Elwood rating is unlikely to decline.
However, Elwood's rating could decline if PJM capacity prices
significantly decline or if Elwood incurs major operational
problems.
Elwood Energy LLC owns a 1,508 megawatt (MW) peaking facility
consisting of nine natural gas-fired, simple cycle units, located
in Elwood, Illinois (about 50 miles southwest of Chicago). For
seven out of nine units, Elwood sells its energy and capacity into
the PJM market. For the remaining two units, the projects sells to
Exelon Generation Company, LLC (ExGen: Baa2, stable) under a
contract that expires in August 2017. Elwood's bond matures in July
2026.
Elwood is 50% indirectly owned by Dynegy Inc. (Dynegy, B2 Stable)
and 50% indirectly owned by J-POWER USA Generation, L.P. (J-Power
Gen), which is a 50/50 joint venture between John Hancock Life
Insurance Company and J-POWER USA Investment Co., Ltd.
The principal methodology used in this rating was Power Generation
Projects published in December 2012.
ENERGY FUTURE: Court Confirms Amended Plan of TCEH
--------------------------------------------------
BankruptcyData.com reported that Energy Future Holdings (EFH)
announced that the U.S. Bankruptcy Court confirmed the Amended Plan
of Reorganization for Texas Competitive Energy Holdings (TCEH).
The Plan contemplates a tax-free spin of the company's competitive
businesses, known as TCEH and including Luminant and TXU Energy,
along with supporting business services. The Company previously
received a majority of key regulatory approvals required for
emergence, with final approval from the Railroad Commission of
Texas anticipated in September 2016. Upon receipt of that
approval, Luminant, TXU Energy and EFH Business Services, which
will collectively be known as "Reorganized TCEH" in the short-term,
can then emerge from bankruptcy protection soon thereafter.
According to the report, the Court is scheduled to consider the
Plan for EFH and Energy Future Intermediate Holdings, which owns an
indirect 80% interest in Oncor, on Dec. 1, 2016.
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.
On Aug. 27, 2016, Judge Sontchi confirmed the Chapter 11 exit plans
of two of Energy Future Holdings Corp.'s subsidiaries, power
generator Luminant and retail electricity provider TXU Energy Inc.
ENUMERAL BIOMEDICAL: Insufficient Cash Raises Going Concern Doubt
-----------------------------------------------------------------
Enumeral Biomedical Holdings, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.35 million on $1.50 million of total revenue for the
three months ended June 30, 2016, compared to a net loss of $29,019
million on $381,313 million of total revenue for the same period in
2015.
As of June 30, 2016, the Company had $3.49 million in total assets,
$3.32 million in total liabilities and a total stockholders' equity
of $172,770.
The Company's business has not generated (nor does the Company
anticipate that in the foreseeable future it will generate) the
cash necessary to finance its operations, and the Company will
require additional capital to continue its operations beyond
November 2016.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/9qxt5X
Enumeral Biomedical Holdings, Inc., is engaged in the discovery of
monoclonal antibodies and other novel biologics for the diagnosis
and treatment of cancer, infectious and inflammatory diseases. The
Company is currently focused on developing next generation
antibodies that are more precise in their effects on tumor- and
tissue-inflitrating lymphocyte functions via modulation of
regulatory proteins known as checkpoints.
EOS PETRO: Losses and Negative Cash Flow Raises Going Concern Doubt
-------------------------------------------------------------------
Eos Petro, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $734,017 on $17,091 of oil and gas sales for the three months
ended June 30, 2016, compared with a net loss of $3.58
million on $70,900 of oil and gas sales for the same period last
year.
The Company's balance sheet at June 30, 2016, showed $1.22 million
in total assets, $25.67 million in total liabilities and a
stockholders' deficit of $24.44 million.
As of June 30, 2016 and December 31, 2015, the Company had a
stockholders' deficit of $24,444,090 and $28,087,526, respectively;
for the six months ended June 30, 2016 and for the year ended
December 31, 2015, reported a net loss of $12,052,513 and
$35,453,024, respectively; and had negative cash flows from
operating activities of $317,515 and $1,420,003, respectively. In
addition, the Company may have become obligated to pay a $5.5
million termination fee under the "Dune Merger Agreement," and $4
million that may be due under a structuring fee with GEM Global
Yield Fund ("GEM"). Furthermore, $8,250,000 of LowCal Convertible
and Promissory Notes became due on May 1, 2016 and are therefore
now due and payable. Management estimates the Company's capital
requirements for the next twelve months, including drilling and
completing wells for the Company's oil and gas "Works Property"
located in Illinois and possible acquisitions, will total
approximately $2,500,000, excluding any amounts that may be due to
Dune Energy, Inc. under the Dune Merger Agreement or a $4 million
structuring fee that may be due to GEM. Errors may be made in
predicting and reacting to relevant business trends and the Company
will be subject to the risks, uncertainties and difficulties
frequently encountered by early-stage companies. The Company may
not be able to successfully address any or all of these risks and
uncertainties. Failure to adequately do so could cause the
Company's business, results of operations, and financial condition
to suffer. As a result, management has concluded that there is
substantial doubt about the Company's ability to continue as a
going concern.
The Company's ability to continue as a going concern is an issue
due to its net losses and negative cash flows from operations, and
its need for additional financing to fund future operations. The
Company's ability to continue as a going concern is subject to its
ability to obtain necessary funding from outside sources, including
the sale of its securities or obtaining loans from investors or
financial institutions. There can be no assurance that such funds,
if available, can be obtained on terms reasonable to the Company.
Any debt financing or other financing of securities senior to
common stock that the Company is able to obtain will likely include
financial and other covenants that will restrict the Company's
flexibility. At a minimum, the Company expects these covenants to
include restrictions on its ability to pay dividends on its common
stock in the case of debt financing, or cause substantial dilution
for stockholders in the case of convertible debt and equity
financing. Any failure to comply with these covenants would have a
material adverse effect on the Company's business, prospects,
financial condition, results of operations and cash flows.
A copy of the Form 10-Q is available at:
https://is.gd/W7qfJP
Los Angeles-based Eos Petro, Inc., formerly Cellteck, Inc., is
presently focused on the exploration, development, mining,
operation and management of medium-scale oil and gas assets.
Weinberg & Company P.A. expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
Company had a stockholders' deficit of $20.5 million, and for the
year ended Dec. 31, 2014, reported a net loss of $78.8 million and
had negative cash flows from operating activities of $2,136,741.
Furthermore, $350,000 of notes payable were in default. In
addition, subsequent to Dec. 31, 2014 the Company may have become
obligated to a $5.5 million termination fee due under the Dune
Acquisition Agreement and $4 million that may be due under a
structuring fee with a warrant holder.
The Company reported a net loss of $78.8 million on $760,000 in
revenues for the year ended Dec. 31, 2014, compared with a net loss
of $27.1 million on $596,000 of revenues in the same period last
year.
The Company's balance sheet at Dec. 31, 2014, showed $1.41 million
in total assets, $21.9 million in total liabilities, and a
stockholders' deficit of $20.5 million.
FIRED UP: Selling Used Equipment in Katy for $17K
-------------------------------------------------
Fired Up, Inc., asks the U.S. Bankruptcy Court for the Western
District of Texas to authorize the sale of used equipment located
at 21875 Katy Freeway, Katy, Texas, to Wholesale Restaurant Supply
for $17,105.
As part of its reorganization effort, the Debtor has identified
locations which should be closed and their assets liquidated. The
Debtor has already closed its Katy, Texas location and reached an
agreement with the landlord to terminate that lease with no further
financial or other obligations on the part of the Debtor. That
agreement will be the subject of a separate motion.
The landlord intends to demolish the building in Katy. It is
therefore necessary for the Debtor to remove its property on or
before the demolition date, which is scheduled for Sept. 9, 2016.
Rather than incur the cost of moving and storing the property which
could easily cost well in excess of $5,000, the Debtor solicited
bids for the sale of such property in situ. The Debtor has agreed
to accept an offer from Wholesale Restaurant Supply.
A copy of the agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Fired_Uo_116_Sales.pdf
Wholesale Restaurant Supply will pay the Debtor the sum of $17,105
for the equipment, which Debtor in its business judgment after
selling personalty out of closed locations has determined is well
within the range it would obtain from any manner of sale. It will
then conduct an auction at the site. Wholesale Restaurant Supply
will receive the proceeds from the sale. The results of the
auction will not affect the price to be paid to the Debtor.
The personal property at the Katy location is subject to a lien in
favor of the Harris County taxing authorities in the estimated
amount of $2,821 according to a proof of claim filed by Harris
County. It is also subject to blanket liens in favor of Prosperity
Bank and FRG Capital.
The Debtor anticipates that FRG Capital and Prosperity Bank will
consent to the sale. The sale will be a price which will exceed
the amount of the Harris County taxes. The Debtor proposes to sell
such property with all liens to attach to the proceeds in the same
priority, validity and amount as existed prior to the sale.
The Debtor requests that the Court waive the 14 day stay of Rule
6004(h) to permit the sale to take place before the building
housing the property is demolished.
The Purchaser can be reached at:
Gene Frazier, Owner
WHOLESALE RESTAURANT SUPPLY
1949 Bingle
Houston, Texas 77055
Telephone: (713) 465-8455
About Fired Up, Inc.
Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on March
27, 2014, in Austin. It estimated assets and debt of $10 million
to $50 million.
As of the bankruptcy filing, Fired Up had 2,900 employees and owned
and operated 46 company-owned stores known as Johnny Carino's
Italian in seven states (Texas, Arkansas, Colorado, Louisiana,
Idaho, Kansas and Missouri) and 61 franchised or licensed locations
in 17 states and four other countries (Bahrain, Dubai, Egypt and
Kuwait).
The Debtor disclosed $10,360,877 in assets and $36,139,375 in
liabilities.
The Debtor is represented by Barbara M. Barron, Esq. and Lynn
Saarinen, Esq. at Barron & Newburger, P.C., in Austin.
The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors. The Committee tapped Pachulski Stang Ziehl &
Jones LLP as its counsel, and FTI Consulting, Inc., as its
financial advisor.
FOODSERVICEWAREHOUSE: Online Auction by Hyper Okayed
----------------------------------------------------
Judge Elizabeth W. Magner of the U.S. Bankruptcy Court for the
Eastern District of Louisiana authorized FoodServiceWarehouse.com,
LLC a single auction event featuring timed online bidding of assets
("Online Auction Assets") located at the Debtor's warehouse at 84
Inverness Circle East, Englewood, CO, to be conducted by HyperAMS,
LLC.
The online auction was to be held on Aug. 29, 2016.
A copy of the list of Online Auction Assets and the Liquidation
Proposal attached to the Order is available for free at:
http://bankrupt.com/misc/FoodServiceWarehouse_217_Order.pdf
The sale is free and clear of liens, interests, encumbrances and
claims.
Excluded from the Online Auction Assets is office furniture or
other property located at the facility in which U.S. Bank is
asserting a security interest.
HyperAMS is approved to conduct the online auction as auctioneer
with compensation and expense reimbursement as outlined in the
Liquidation Proposal out of gross sale proceeds.
The sales of the Online Auction Assets are subject to an 18%
buyer's premium.
Pride Marketing and Procurement, Inc. is directed to instruct the
Debtor and HyperAMS of those items listed in the Online Auction
Assets that are property of Pride Marketing and Procurement, Inc.
on Aug. 17, 2016.
About FoodServiceWarehouse.com
FoodServiceWarehouse.com, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. La. Case No. 16-11179) on May
20, 2016. The petition was signed by Thomas Kim, chief
restructuring officer.
The Debtor tapped Barry W. Miller, Esq., at Heller, Draper,
Patrick, Horn & Dabney, L.L.C., as counsel; r2 Advisors, LLC as
financial advisor; HyperAMS, LLC, as liquidation consultant; and
Donlin, Recano & Company, Inc. as its claims, noticing and
solicitation agent.
The case is assigned to Judge Elizabeth Magner.
The Debtor estimated assets and liabilities in the range of
$10 million to $50 million.
FRAC SPECIALISTS: Trustee Taps Gordon Brothers as Appraisers
------------------------------------------------------------
The Chapter 11 trustee of Frac Specialists, LLC, Cement
Specialists, LLC and Acid Specialists, LLC seek authorization from
the U.S. Bankruptcy Court for the Northern District of Texas to
employ Gordon Brothers Asset Advisors, LLC dba Gordon
Brothers-Accuval as appraisers for the estate.
Gordon Brothers-Accuval has provided appraisals of the Debtors'
property. Due to the passage of time, those appraisals may no
longer represent the current value of the properties. The Trustee
believes that it is prudent under the circumstances to seek updated
appraisals of machinery and equipment under the terms and
conditions set forth in the letter agreement.
Gordon Brothers-Accuval is prepared to revise the appraisals
concerning the assets described for a fee of $7,750, 50% of which
in the amount of $3,875 will be due prior to the commencement of
work and the balance of the fee to be released at the time
preliminary numbers or a final report are generated.
Aaron Walton, director of Business Development of Gordon
Brothers-AccuVal, 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.
Gordon Brothers-Accuval can be reached at:
Aaron Walton
GORDON BROTHERS ASSET ADVISORS, LLC
dba Gordon Brothers-Accuval
800 Boylston Street, 27th Floor
Boston, MA 02199
Tel: (888) 424-1903
Fax: (617) 210-7141
About Frac Specialists
Frac Specialists, LLC, Cement Specialists, LLC, and Acid
Specialists, LLC, are oilfield service providers serving the
exploration and production industry within the Permian Basin. Noble
Natural Resources, LLC, Javier Urias and Alex Hinojos collectively
own 100% of the membership interests in the Companies.
The Companies sought Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Lead Case No. 15-41974), on May 17, 2015. Larry P. Noble
signed the petitions as manager.
On May 27, 2015, the Court directed the joint administration of the
cases. The Debtors disclosed $61,675,313 in assets and $57,982,488
in liabilities.
Judge Michael Lynn presides over the cases. The Debtors tapped
Lynda L. Lankford, Esq., and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, as their counsel. The Debtors hired CBRE, Inc., as
their real estate appraiser.
The U.S. Trustee appointed five creditors to serve on an official
committee of unsecured creditors. The Committee is represented by
Mark E. Andrews, Esq., and Aaron M. Kaufman, Esq., at Dykema Cox
Smith.
Dennis Faulkner has been named the Chapter 11 Trustee for Frac
Specialist, LLC, et al. Mark J. Petrocchi, Esq. of Griffith, Jay &
Michel, LLP serves as the bankruptcy counsel of the Trustee.
GALENFEHA INC: Recurring Losses Raise Going Concern Doubt
---------------------------------------------------------
Galenfeha, Inc., filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $695,506
on $104,374 of revenues for the three months ended June 30, 2016,
compared to a net loss of $314,819 on $242,784 of revenues for the
same period in 2015.
As of June 30, 2016, the Company had $1.53 million in total assets,
$1.51 million in total liabilities and a total stockholders' equity
of $24,935.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has
incurred net losses and net cash used in operations since
inception. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The Company's
ability to continue as a going concern is dependent upon the
Company's ability to achieve a level of profitability. The Company
intends on financing its future development activities and its
working capital needs largely from the sale of public equity
securities with some additional funding from other traditional
financing sources, including term notes until such time that funds
provided by operations are sufficient to fund working capital
requirements.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/fAUvWf
Galenfeha, Inc., is an engineering, product development and
manufacturing company. The Company provides solutions for oil and
natural gas production, as well as stored energy products across
multiple industries. The Company provides these products and
services through its Stored Energy and Oil and Gas division. The
Company, through Daylight Pumps, LLC (Daylight), produces
injections pumps to the oil and gas industry. It offers
contractual engineering services, and develops and manufactures
products for natural gas producers, and various industries mainly
in the states of Texas and Louisiana. The Company's product,
Lithium iron Phosphate (LiFePO4) Stored Energy Systems, is
available in over four battery sizes, including approximately 30
ampere hour (Ah), 40Ah, 120Ah and 120Ah Severe Duty (SD). Its
other products include Daylight Chemical Injection Pumps, Galenfeha
Custom Package Assemblies, Chargers and Portable Power Pack.
GENERAL STEEL: Widens Net Loss to $789 Million in 2015
------------------------------------------------------
General Steel Holdings, Inc. filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.3 billion for the year ended Dec. 31, 2015, compared to a net
loss of $78.3 million for the year ended Dec. 31, 2014.
Net loss attributable to the Company for the year ended Dec. 31,
2015, was $789 million as compared to $48.7 million for the same
period in 2014. The increase in net loss attributable to the
Company for the year ended Dec. 31, 2015, was mainly a result of
the loss from the Company's Longmen Joint Venture operations, which
it disposed of on Dec. 30, 2015.
The Company has subsidiaries in which it does not have a 100%
ownership interest. Allocation of income or loss to these
non-controlling interests is based on the percentage of their
equity investment times the subsidiaries' net income or loss.
As of Dec. 31, 2015, General Steel had $35.8 million in total
assets, $78.2 million in total liabilities, and a total deficiency
of $42.4 million.
As of Dec. 31, 2015, the Company had cash aggregating $4,000.
"In view of the near-term challenges for the steel sector, the
Company strategically accelerated its business transformation. On
November 4, 2015, our Board of Directors (the "Board"), including
the audit committee, committed to a plan and authorized the
Company's management to pursue the potential sale of all its
ownership interest in Maoming Hengda and Longmen Joint Venture in
order to unlock the hidden value in Maoming Hengda's land assets,
as well as divest from and restructure the steel business. On
December 30, 2015, we sold its entire equity interest in General
Steel (China) Co., Ltd. together with Longmen Joint Venture to
Victory Energy Resource Limited, a HK registered company
indirectly-owned by Henry Yu, our Chairman. On March 21, 2016, we
sold our entire equity interest in Maoming Hengda to a related
party and completed the divestiture of its steel business as
planned. Accordingly, Maoming Hengda's assets and liabilities were
presented as held for sale as of December 31, 2015 in our
consolidated financial statements," the Company stated in the
report.
"Our remaining business is primarily comprised of Tianjin Shuangsi,
a trading company that mainly sources overseas iron ore for steel
mills. We acquired 100% equity interest of Tianjin Shuangsi on
February 16, 2016."
Friedman LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has an accumulated
deficit, has incurred continued losses from operations, and has a
working capital deficiency at Dec. 31, 2015. In addition, the
majority of the Company's operating assets and business has been
divested at year-end or in the first quarter of 2016 to related
parties. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
The Company's annual report on Form 10-K is available from the SEC
Web site at https://is.gd/NMYkTG
About General Steel Holdings
General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe. General Steel --
http://www.gshi-steel.com/-- has operations in China's Shaanxi and
Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin
municipality with seven million metric tons of crude steel
production capacity under management.
GERALEX INC: Annual Pay Hikes for President and VP by $3K Gets OK
-----------------------------------------------------------------
Judge Pamela S. Hollis of the U.S. Bankruptcy Court for Northern
District of Illinois authorized Geralex, Inc., to use estate assets
outside the ordinary course of business.
Geralex is authorized to increase the compensation of Alejandra
Alvarado, the president, and Gerardo Alvarado, the vice president,
by $3,000 per year, each.
About Geralex, Inc.
Geralex, Inc., is an Illinois corporation with its principal place
of business in Chicago, Illinois. The company provides janitorial
services to commercial and government facilities, such as airports
and schools. It has been in business since 2003. It is owned by
Alejandra Alvarado (60%) and Gerardo Alvarado (40%).
Geralex, Inc., sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 16-06479%2
GK & SONS: U.S. Trustee Unable to Appoint Creditors' Committee
--------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of GK & Sons Holdings, LLC.
Headquartered in West Palm Beach, Florida, GK & Sons Holdings, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 16-21298) on Aug. 16, 2016, estimating its assets at between
$500,000 and $1 million and liabilities at between $1 million and
$10 million. The petition was signed by Glenroy Hessing, managing
member.
Judge Paul G. Hyman, Jr., presides over the case.
Brett A Elam, Esq., at Farber + Elam, LLC, serves as the Debtor's
bankruptcy counsel.
GRAND & PULASKI: Can Use Cash Collateral Until Oct. 31
------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Grand & Pulaski Citgo,
Inc. to use the cash collateral of Lakeside Bank and Parent
Petroleum, Inc. on an interim basis, from September 1, 2016 through
October 31, 2016.
The Debtor was authorized to use cash collateral to purchase
gasoline and goods to sell in the ordinary course of the Debtor's
business of operating a gas station and convenience store at 1345
N. Pulaski Road, Chicago, IL 60651.
The Debtor was directed to update its Budget on or before Sept. 15,
1016, so that the Debtor can reconcile the Budget by including a
comparison of actual operating collections, actual operating
disbursements, and actual net cash to the budgeted amounts for the
period ending Aug. 31, 2016.
Judge Thorne granted Lakeside Bank and Parent Petroleum adequate
protection in the form of, among others, a lien against and
security interest in all the Debtor's property, assets, and rights,
with respect to the personal property collateral, subject only to
valid and enforceable liens and security interests existing on said
property, assets, or rights at the time of the commencement of the
case or at the time the Debtor's estate acquires the property,
assets or rights.
The approved Budget covers the period beginning Sept. 1, 2016 and
ending Sept. 30, 2016. The Budget provides for total costs of
goods sold in the amount of $135,700 and operating expenses in the
amount of $43,846. Total operating expenses in the amount of
$45,596 has been projected for the month of October 2016.
A hearing on the Debtor's continued or extended interim use of cash
collateral will be held on October 19, 2016 at 10:00 a.m.
A full-text copy of the Eight Interim Order, dated August 24, 2016,
is available at https://is.gd/pvlREi
Grand & Pulaski Citgo, Inc. is represented by:
Joel H. Shapiro, Esq.
Kamenear Kadison Shapiro & Craig
20 North Clark Street, Suite 2200
Chicago, IL 60602
Tel.: 312-332-0490
Fax: 312-332-6163
Email: jshapiro@kksclaw.com
Lakeside Bank is represented by:
Jeffrey M. Monberg, Esq.
QUARLES & BRADY LLP
300 N. LaSalle Street, Suite 4000
Chicago, IL 60654
Telephone: (312) 715-5000
Email: jeff.monberg@quarles.com
About Grand & Pulaski Citgo, Inc.
Grand & Pulaski Citgo, Inc. filed a chapter 11 petition (Bankr.
N.D. Ill. Case No. 16-05081) on February 17, 2016. The petition
was signed by John M. Scali, Sr., president. The Debtor is
represented by Joel H. Shapiro, Esq., at Kamenear Kadison Shapiro &
Craig. The case is assigned to Judge Deborah L. Thorne. The
Debtor estimated assets at $100,000 to $500,000 and debts at $1
million to $10 million at the time of the filing.
GUNBOAT INTERNATIONAL: Over $229K in Atty's Fees, Expenses Allowed
------------------------------------------------------------------
Judge David M. Warren of the United States Bankruptcy Court for the
Eastern District of North Carolina, Greenville Division, confirmed
the May 24, 2016, order, which granted Stubbs & Perdue, P.A.'s
First Report and Application for Approval of Compensation and
Reimbursement of Expenses pursuant to Section 503(b) of the
Bankruptcy Code.
Trawick H. Stubbs, Jr., Esq., and his firm, Stubbs & Perdue, P.A.,
serves as attorney for Gunboat International, Ltd.
Pursuant to Section 329, 330(a), and 503(b) of the Bankruptcy Code,
Judge Warren allowed the firm an administrative expense
compensation in the amount of $220,655, and reimbursement of
expenses in the amount of $8,459 for the period from November 2,
2015, through March 25, 2016, for a total of $229,114.14, of which
the sum of $10,000 has been paid previously.
A full-text copy of Judge Warren's August 10, 2016 memorandum
opinion is available at https://is.gd/RhR8Lj from Leagle.com.
On August 11, Judge Warren issued an amended memorandum opinion,
which corrected paragraph 41 of the August 10 memorandum opinion,
which erroneously stated the Total Fees to be $20,655.00. This was
corrected in the amended memorandum opinion to $220,655.00.
A full-text copy of Judge Warren's August 11, 2016 amended
memorandum opinion is available at https://is.gd/Zl2zHX from
Leagle.com.
The case is IN RE: GUNBOAT INTERNATIONAL, LTD., Chapter 11, Debtor,
Case No. 15-06271-5-DMW (Bankr. E.D.N.C.).
Gunboat International, Ltd. is represented by:
Laurie B. Biggs, Esq.
Joseph Zachary Frost, Esq.
STUBBS & PERDUE, P.A.
9208 Falls of Neuse Road, Suite 201
Raleigh, NC 27615
Tel: (888)630-0074
Email: lbiggs@stubbsperdue.com
jfrost@stubbsperdue.com
-- and --
Trawick H. Stubbs, Jr., Esq.
STUBBS & PERDUE, P.A.
310 Craven Street
P.O. Box 1654
New Bern, NC 28560
Tel: (888)630-0074
Email: tstubbs@stubbsperdue.com
-- and --
John D. Leidy, Esq.
HORNTHAL, RILEY, ELLIS & MALAND, LLP
301 East Main Street
Elizabeth City, NC 27909
Tel: (252)335-0871
Fax: (252)335-4223
About Gunboat International
Gunboat International, Ltd., a provider of high performance, luxury
catamarans headquartered in Wanchese, North Carolina, filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No.
15-06271) on Nov. 18, 2015, estimating assets between $1 million
and $10 million and liabilities at between $10 million and $50
million. The petition was signed by Peter Johnstone, president.
Judge David M. Warren presides over the case.
Laurie B. Biggs, Esq., and Trawick H Stubbs, Jr., Esq., at Stubbs &
Perdue, PA, serves as the Company's bankruptcy counsel.
GYP HOLDINGS: Moody's Raises LT Corp. Family Rating to 'B3'
-----------------------------------------------------------
Moody's Ratings upgraded the long term corporate family rating of
GYP Holdings III Corp to B3 from B2 on August 25, 2016.
HANCOCK FABRICS: Court OKs Exclusivity Extension Thru Dec. 2
------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Hancock Fabrics' motion to extend the exclusive period during which
the Company can file a Chapter 11 plan and solicit acceptances
thereof through and including December 2, 2016 and February 3,
2017, respectively. As previously reported, "The Debtors have
worked toward winding down their business and affairs by (i)
selling substantially all of their inventory and related assets
through the Auction, (ii) concluding the Store Closing Sales, (iii)
closing the Sale of their IP Assets, (iv) selling the Property, (v)
selling their interest in that certain class action interchange fee
litigation, (vi) negotiating the assumption and assignment of
numerous unexpired leases, and (vii) rejecting other burdensome
executory contracts and unexpired leases. As a result, during the
six-month period since these cases were filed, the Debtors have
sold all or substantially all of their assets, closed their
distribution center, significantly reduced corporate headcount and
are working diligently towards finalizing a plan of liquidation to
distribute the value obtained from these efforts to their various
creditor constituencies and concluding these chapter 11 cases. The
recent accomplishment of these tasks and the near-future closing of
certain sales of particular assets of the Debtors will permit the
Debtors to prepare and solicit support for an appropriate chapter
11 plan within the extended Exclusive Periods requested herein."
About Hancock Fabrics
Hancock Fabrics, Inc., is a specialty fabric retailer operating
stores under the name "Hancock Fabrics". Hancock has 4,500
full-time and part time employees. The Baldwyn, Mississippi-based
company is one of the largest fabric retailers in the United
States, operating 260 stores in 37 states as of October 31, 2015
and an internet store under the domain name
http://www.hancockfabrics.com/
Hancock Fabrics, Inc. and six of its affiliates, retailer of
fabric, sewing and accessories, filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10296 to 16-10302) on Feb.
2, 2016. Dennis Lyons, the senior vice president and chief
administrative officer, signed the petitions. Judge Brendan
Linehan Shannon is assigned to the jointly administered cases.
The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Richards, Layton & Finger, P.A., as local counsel, Clear Thinking
Group LLC as financial advisor, Retail Consulting Services, Inc.
d/b/a Real Estate Advisors as real estate advisors and Kurtzman
Carson Consultants, LLC as claims and noticing agent.
The Debtors disclosed total assets of $151 million and total
debts of $182 million. The Debtors owe its trade vendors
approximately $21.2 million as of Jan. 31, 2016.
HATILLO POOL: Hires Justiniano as Attorney
------------------------------------------
Hatillo Pool Center Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Justiniano Law
Offices as attorney to the Debtor.
Hatillo Pool requires Justiniano to:
a. examine documents of the Debtor and other necessary
information to submit schedules and Statement of Financial
Affairs;
b. prepare the Disclosure Statement, Plan of Reorganization,
records and reports as required by the Bankruptcy Code and
the Federal Rules of Bankruptcy Procedure;
c. prepare applications and proposed orders to be submitted to
the court;
d. identify and prosecute claims and causes of action
assertable by the debtor-in-possession on behalf of the
estate;
e. examine proof of claims filed and to be filed in the case
herein and the possible objections to certain of such
claims;
f. advise the Debtor-in-Possession and prepare documents in
connection with the ongoing operation of Debtor's business;
g. advise the Debtor-in-Possession and prepare documents in
connection with the liquidation of the assets of the
estate, if needed, including analysis and collection of
outstanding receivables; and
h. assist and advise the debtor-in-possession in the discharge
of any and all the duties imposed by the applicable
dispositions of the Bankruptcy Code and the Federal Rules
of Bankruptcy Procedure.
Justiniano will be paid at these hourly rates:
Attorneys $200
Associates $125
Paralegal $50
Justiniano will be paid a retainer in the amount of $2,000.
Justiniano will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Gloria M. Justiniano Irizarry, Justiniano Law Offices, 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.
Justiniano can be reached at:
Gloria M. Justiniano Irizarry, Esq.
JUSTINIANO LAW OFFICES
Ensanche Martinez
Calle A. Ramirez Silva # 8
Mayaguez, PR 00680-4714
Tel: (787) 831-2577
E-mail: justinianolaw@gmail.com
About Hatillo Pool
Hatillo Pool Center, Inc., filed a Chapter 11 petition (Bankr.
D.P.R. Case No. 16-06331) on Aug. 10, 2016. Judge Enrique S
Lamoutte Inclan oversees the case.
HATILLO POOL: Hires Vargas Roman as Accountant
----------------------------------------------
Hatillo Pool Center Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Maria E. Vargas
Roman as accountant and business consultant to the Debtor.
Hatillo Pool requires Roman to:
a. provide assistance to the Debtor in preparing the Monthly
Reports of Operation;
b. prepare the necessary financial statements;
c. assist the Debtor in preparing the cash flow projections and
or
any other projection needed for the Disclosure Statement;
d. assist the Debtor in any/all financial and accounting
pertaining to, or in connection with the administration of
the estate;
e. assist the Debtor in the preparation and filing of federal,
state and municipal tax returns; and
f. assist the Debtor in any other assignment that might be
properly delegated.
Roman will be paid at this hourly rate:
Maria E. Vargas Roman $50
Roman will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Maria E. Vargas Roman, CPA, 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.
Roman can be reached at:
Maria E. Vargas Roman
82 Lamela Street
Quebradillas, PR 00678
Tel: (787) 402-5792
E-mail: mariavargasroman@yahoo.com
About Hatillo Pool
Hatillo Pool Center, Inc., filed a Chapter 11 petition (Bankr.
D.P.R. Case No. 16-06331) on Aug. 10, 2016. Judge Enrique S
Lamoutte Inclan oversees the case.
HEBREW HEALTH: U.S. Trustee Forms 3-Member Committee
----------------------------------------------------
William K. Harrington, U.S. Trustee for Region 2, on Aug. 30
appointed three creditors to serve on the official committee of
unsecured creditors of Hebrew Health Care, Inc.
The committee members are:
(1) The Connecticut Light And Power Company
dba Eversource Energy
c/o Honor S. Heath, Senior Counsel
107 Selden Street
Berlin, CT 06037
Tel: (860) 665-4865
E-mail: honor.heath@eversource.com
(2) McKesson Corporation
c/o Jeffrey Biskaduros, Regional Credit Manager
1 John Henry Drive
Robbinsville, NJ 08691
Tel: (609) 571-4665
E-mail: Jeffrey.biskaduros@mckesson.com
(3) Morrison Management Specialists, Inc.
c/o David Vipond, Regional Director of Operations
207 Horizon Way
Manchester, CT 06042
Tel: (617) 694-2113
E-mail: davidvipond@iammorrison.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Hebrew Health Care
Hebrew Health Care, Inc., Hebrew Life Choices, Inc., Hebrew
Community Services, Inc., and Hebrew Home and Hospital,
Incorporated, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos.
16-21311, 16-21312, 16-21313, and 16-21314, respectively) on Aug.
15, 2016. The petitions were signed by Bonnie Gauthier, CEO.
Their cases are assigned to Judge Ann M. Nevins.
The Debtors are represented by Elizabeth J. Austin, Esq., at
Pullman and Comley, LLC.
At the time of the filing, Hebrew Health Care, Inc., estimated
assets at $1 million to $10 million and liabilities at $100,000 to
$500,000; Hebrew Life Choices, Inc. estimated assets at $10 million
to $50 million and liabilities at $10 million to $50 million;
Hebrew Community Services, Inc. estimated assets at $500,000 to $1
million and liabilities at $100,000 to $500,000; and Hebrew Home
and Hospital estimated assets at $1 million to $10 million and
liabilities at $10 million to $50 million.
HORSEHEAD HOLDING: Files 2nd Bid for Exclusivity Thru Nov. 28
-------------------------------------------------------------
BankruptcyData.com reported that Horsehead Holding filed with the
U.S. Bankruptcy Court a second motion to extend by 90 days the
exclusive period during which the Company can file a Chapter 11
plan and solicit acceptances thereof through and including November
28, 2016 and January 27, 2017, respectively. The motion explains,
"The Debtors' progress to date has been achieved in no small part
due to the breathing room provided by chapter 11. The Debtors
believe that maintaining their exclusive right to file and solicit
votes on a chapter 11 plan is critical to their ability to complete
this process and achieve their remaining goals as efficiently and
expeditiously as possible without the risk of the substantial
additional costs and disruption that could follow an expiration of
the Exclusivity Periods. Accordingly, the Debtors request an
extension of the Exclusivity Periods out of an abundance of caution
to allow the Debtors to continue to focus on finalizing the
progress to date and to preclude the costly disruption that would
occur if competing plans were to be proposed at this late stage."
The Court scheduled an October 18, 2016 hearing to consider the
motion.
About Horsehead Holding Corp.
Horsehead Holding Corp. is the parent company of Horsehead
Corporation, a U.S. producer of specialty zinc and zinc-based
products and a recycler of electric arc furnace dust; The
International Metals Reclamation Company, LLC, a leading recycler
of metals-bearing wastes and a leading processor of nickel-cadmium
(NiCd) batteries in North America; and Zochem Inc., a zinc oxide
producer located in Brampton, Ontario. Horsehead, headquartered in
Pittsburgh, Pa., has seven facilities throughout the U.S. and
Canada. The Debtors currently employ approximately 730 full-time
individuals.
Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal
Products, LLC, The International Metals Reclamation Company, LLC,
and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D.
Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The Petition
was signed by Robert D. Scherich as vice president and chief
financial officer. Judge Christopher S. Sontchi is assigned to the
case.
The Debtors have engaged Kirkland & Ellis LLP as general counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management
Advisors, LLC, as financial advisor, Lazard Middle Market LLC as
investment banker, Epiq Bankruptcy Solutions, LLC, as claims and
noticing agent and Aird & Berlis LLP as Canadian counsel.
The Debtors disclosed total assets of $1 billion and total
liabilities of $544.6 million. As of the Petition Date, the
Debtors' consolidated long-term debt obligations totaled
approximately $420.7 million.
Andrew Vara, acting U.S. trustee for Region 3, appointed seven
creditors of Horsehead Holding Corp. to serve on the official
committee of unsecured creditors. Lowenstein Sandler LLP serves as
counsel to the Committee, while Drinker Biddle & Reath LLP serves
as co-counsel. The Unsecured Creditors Committee is represented by
Kenneth A. Rosen, Esq., Bruce Buechler, Esq., and Philip J. Gross,
Esq., at Lowenstein Sandler LLP.
The U.S. Trustee's office appointed Aquamarine Capital and six
others to serve on Horsehead Holding Corp.'s committee of equity
security holders.
HPI PLUMBING: U.S. Trustee Unable to Appoint Creditors' Committee
-----------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of HPI Plumbing, Inc.
Headquartered in West Palm Beach, Florida, HPI Plumbing, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 16-21297) on Aug. 16, 2016, estimating its assets at between
$500,000 and $1 million and liabilities at between $1 million and
$10 million. The petition was signed by Glenroy Hessing,
president.
Judge Paul G. Hyman, Jr., presides over the Debtor's bankruptcy
counsel.
Brett A Elam, Esq., at Farber + Elam, LLC, serves as the Debtor's
bankruptcy counsel.
INDUSTRIAS VASSALLO: Dismissal of Suit vs PREPA Affirmed
--------------------------------------------------------
The United States Bankruptcy Appellate Panel, First Circuit,
affirmed the bankruptcy court's judgment dismissing an adversary
proceeding brought by debtor Industrias Vassallo, Inc., against one
of its suppliers, Puerto Rico Electric Power Authority (PREPA).
The appeal from the judgment was filed by United Surety & Indemnity
Company. The appellate panel also declined to consider USIC's
appeals from nine other orders (collectively, the "Interlocutory
Orders"), including an order "denying" USIC's amended complaint in
intervention and an order denying a request for reconsideration.
Finally, the appellate panel dismissed PREPA's cross-appeal from
the bankruptcy court's judgment of dismissal, citing lack of
jurisdiction.
PREPA supplied electricity to Industrias Vassallo. In 1996, USIC
issued a bond guarantying Industrias Vassallo's payments to PREPA
for electricity and equipment. The bond was originally for
$250,000, but was later increased to $450,000. USIC cancelled the
bond effective August 17, 2008, and, about three months later,
Industrias Vassallo filed a petition under chapter 11.
Two weeks after the chapter 11 filing, PREPA notified USIC that
Industrias Vassallo owed $2.4 million for prepetition electrical
services, and made a demand under the bond. The next day, PREPA
filed a proof of claim for that amount.
In December 2009, Industrias Vassallo commenced an adversary
proceeding against PREPA with a single-count complaint, asserting
that PREPA owed $3.4 million for damages resulting from
interruptions and/or fluctuations in the delivery of electrical
service to the Industrias Vassallo's manufacturing plant.
Accordingly, Industrias Vassallo asked the bankruptcy court to
disallow PREPA's claim and to enter a judgment against PREPA in the
amount of $1.0 million.
USIC promptly moved to intervene, alleging that it was not liable
under the bond because PREPA's liability to Industrias Vassallo
exceeded the Industrias Vassallo's liability to PREPA. In its
prayer for relief, USIC sought only a declaratory judgment that it
had no liability to PREPA under the bond. The bankruptcy court
granted USIC's motion to intervene.
In September 2012 -- almost three years after commencing the
adversary proceeding -- Industrias Vassallo obtained leave to amend
its complaint by reducing the amount of its claim against PREPA
from $3.4 million to $1.1 million. Accordingly, in its prayer for
relief of the amended complaint, Industrias Vassallo asked the
bankruptcy court to reduce PREPA's proof of claim to $1.3 million.
PREPA answered the Amended Complaint, alleging that Industrias
Vassallo owed it at least $2.4 million in prepetition charges and
requesting the dismissal of the Amended Complaint, plus costs and
attorneys' fees.
On December 2013, upon PREPA's motion, the bankruptcy court issued
a partial summary judgment against USIC, dismissing the Complaint
in Intervention and awarding PREPA the amount of the bond.
Nearly six years after commencing the adversary proceeding, the
Debtor moved for a voluntary dismissal pursuant to Rule 41(a) on
May 22, 2015, stating that the action pursued is moot.
Within hours after the Industrias Vassallo's filing of the
voluntary dismissal motion -- but almost a year and a half after
the dismissal of its Complaint in Intervention -- USIC filed an
amended complaint in intervention, alleging that PREPA was liable
to indemnify Industrias Vassallo for $4.9 million in damages.
On June 2, 2015, the bankruptcy court entered a voluntary dismissal
order, and the disallowance of the amended complaint in
intervention, whereby it "den[ied the Amended Complaint in
Intervention] due to the voluntary dismissal of the adversary
proceeding."
On June 4, 2015, USIC filed a motion for reconsideration of the
disallowance of its amended complaint in intervention, which was
denied by the bankruptcy court on July 31, 2015. Also on July 31,
2015, the bankruptcy court entered a judgment of dismissal,
dismissing the adversary proceeding, which was predicated on the
voluntary dismissal order entered in the prior month.
On appeal, USIC maintained that when the bankruptcy court dismissed
the adversary proceeding, it erred by failing to consider USIC's
rights and interests, and, more particularly, the pendency of the
amended complaint in intervention. USIC contended that the
dismissal unfairly deprived it of its only defense against PREPA's
claim -- the right of setoff.
In its cross-appeal, PREPA argued that the amended complaint in
intervention "was a nullity and of no legal effect" as it was filed
without leave, and the bankruptcy court lacked jurisdiction to
consider it.
The appellate panel rejected USIC's argument that the filing of the
amended complaint in intervention precluded dismissal of the
adversary proceeding. "To begin with, USIC was not entitled to
file the Amended Complaint in Intervention. For these reasons,
even if we overlooked USIC's waiver, we would conclude that USIC
had no right to file the Amended Complaint in Intervention and,
given that, the bankruptcy court did not abuse its discretion by
dismissing the adversary proceeding," the appellate panel said.
The appellate panel also concluded that its affirmance of the
judgment of dismissal renders the issues raised by USIC's appeal of
the Interlocutory Orders moot.
The case is INDUSTRIAS VASSALLO, INC., Debtor. UNITED SURETY &
INDEMNITY COMPANY, Plaintiff-Appellant/Cross-Appellee, v. PUERTO
RICO ELECTRIC POWER AUTHORITY, Defendant-Appellee/Cross-Appellant.
INDUSTRIAS VASSALLO, INC., Debtor. UNITED SURETY & INDEMNITY
COMPANY, Plaintiff-Appellant, v. PUERTO RICO ELECTRIC POWER
AUTHORITY, Defendant-Appellee. INDUSTRIAS VASSALLO, INC., Debtor.
UNITED SURETY & INDEMNITY COMPANY, Plaintiff-Appellant, v. PUERTO
RICO ELECTRIC POWER AUTHORITY, Defendant-Appellee, Bap Nos. PR
15-046, PR 15-048, PR 15-054, PR 15-055, Bankruptcy Case No.
08-07752-BKT, Adversary Proceeding No. 09-00258-BKT (B.A.P.).
A full-text copy of the appellate panel's August 5, 2016 decision
is available at https://is.gd/4U6jc3 from Leagle.com.
Plaintiff-Appellant/Cross-Appellee is represented by:
Hector Saldana Egozcue, Esq.
208 Avenida Ponce De Leon
Banco Popular Ctr Ste 1420
San Juan, PR 00968
-- and --
Carlos Lugo Fiol, Esq.
Jose A. Sanchez Girona, Esq.
Defendant-Appellee/Cross-Appellant is represented by:
Eduardo J. Corretjer Reyes, Esq.
625 Ponce de Leon Avenue
San Juna, PR 00917-4819
Tel: (787)751-4618
Fax: (809)759-6503
About Industrias Vassallo
Industrias Vassallo, Inc., based in Ponce, PR, filed a Chapter 11
petition (Bankr. D.P.R. Case No. 08-07752) on November 17, 2008.
The Hon. Brian K. Tester presides over the case. Charles Alfred
Cuprill, Esq., at Charles A. Cuprill, PSC Law Office is the
Debtor's bankrupty cousel.
In its petition, the Debtor estimated $1,000,001 to $100,000,000 in
both assets and liabilities.
INTELLIGRATED INC: Moody's Withdraws B2 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings on
Intelligrated, Inc., after Honeywell International Inc. (A2,
stable) completed its acquisition of the company and subsequently
repaid all of Intelligrated's outstanding rated indebtedness.
Issuer: Intelligrated, Inc.
Ratings Withdrawn:
-- Corporate Family Rating, B2
-- Probability of Default Rating, B3-PD
-- $35 Million Senior Secured First Lien Revolving Credit
Facility due 2017, B2 (LGD3)
-- $320 Million Senior Secured First Lien Term Loan due 2018,
B2 (LGD3)
Stable Outlook
RATINGS RATIONALE
Moody's has withdrawn the ratings due to the obligation being
repaid.
Intelligrated, Inc., headquartered in Mason, OH, manufactures,
services and installs high speed automated material handling
equipment and related sub-systems in customer distribution centers
to address supply chain needs. Its customers primarily include
retailers and producers of consumer goods located in North America.
Intelligrated was acquired by funds affiliated with Permira
Advisors LLC in July 2012. Revenues for the twelve months ended
March 31st, 2016 were approximately $780 million.
INTERPACE DIAGNOSTICS: Debt Restructuring Casts Going Concern Doubt
-------------------------------------------------------------------
Interpace Diagnostics Group, Inc., filed its quarterly report on
Form 10-Q, disclosing a net loss of $2.33 million on $3.61 million
of revenue for the three months ended June 30, 2016, compared with
a net loss of $6.98 million on $2.25 million of revenue for the
same period last year.
The Company's balance sheet at June 30, 2016, showed $53.51 million
in total assets, $47.52 million in total liabilities, and a
stockholders' equity of $5.99 million.
As a result of the sale of substantially all of its CSO business in
December 2015, which generated net cash proceeds of $26.8 million
(of which $21.6 million was used to repay long-term debt and fees),
the Company focused its resources and strategic initiatives on its
molecular diagnostics business. As with many companies in a
similar stage, sufficient capital is required before achieving
profitability. Accordingly, the Company will require additional
capital in 2016 and beyond and, in order to obtain such capital and
fund its operations, may be required to restructure all or a
portion of its obligations related to the sale of its CSO business.
These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.
During the first six months of 2016, the Company commenced
negotiations with certain of its creditors and former sales
representatives and executives to restructure its current and
long-term obligations incurred prior to the sale of the majority of
its CSO business in December 2015. The proposed restructuring by
the Company includes reducing or extending the term of certain of
its obligations, and/or converting a portion to equity. The
Company believes that this proposed restructuring, if achieved will
not only improve its liquidity, but also provide the flexibility
for future funding. No assurance can be given that the
negotiations to restructure the Company's debt and obligations will
be successful. The success of such negotiations is also likely
dependent on the Company’s success in seeking financing.
A copy of the Form 10-Q filed with the U.S. Securities and Exchange
Commission is available at:
https://is.gd/cD3JzG
Interpace Diagnostics Group, Inc., (NASDAQ: IDXG) is focused on
developing and commercializing molecular diagnostic tests
principally focused on early detection of high potential
progressors to cancer and leveraging the latest technology and
personalized medicine for patient diagnosis and management. The
Company operates through molecular diagnostics segment. It offers
molecular tests, such as PancraGen, which is a pancreatic cyst
molecular test that can aid in pancreatic cyst diagnosis and
pancreatic cancer risk assessment utilizing its PathFinder
platform; ThyGenX, which assesses thyroid nodules for risk of
malignancy, and ThyraMIR, which assesses thyroid nodules risk of
malignancy utilizing a gene expression assay.
IRVING TANNING: Trustee Loses Clawback Suit vs. Directors
---------------------------------------------------------
Judge Peter G. Cary of the United States Bankruptcy Court for the
District of Maine entered judgment in favor of the defendants in
the adversary proceeding captioned DEVELOPMENT SPECIALISTS, INC.,
AS TRUSTEE OF THE IRVING/PRIME CREDITORS' TRUST
Plaintiff/Counterclaim, Defendant, v. MICHAEL W. KAPLAN, et. al.
Defendants/Counterclaim, Plaintiffs, Adv. Pro. No. 12-1024 (Bankr.
D. Me.).
The adversary proceeding emerged from the confirmed chapter 11 plan
of the jointly administered cases of six related debtors: Prime
Tanning Company, Inc., Irving Tanning Company, Prime Tanning Co.,
Inc., Cudahy Tanning Company, Inc., Prime Tanning Corp. and Wismo
Chemical Corp. The order confirming the chapter 11 plan authorized
the creation of the Irving/Prime Creditors' Trust and granted
plaintiff Development Specialists, Inc., as the trustee of that
trust, the power to pursue various claims arising from the 2007
transfer of Prime Maine's shares and a later 2010 release of
certain claims connected to that transaction. In 2012, the trustee
commenced the adversary proceeding by filing a multi-count
complaint which sought to avoid the 2007 transaction and recover
damages from the defendants, jointly and severally, in excess of
$23.6 million.
There are two categories of defendants. Some are the former
shareholders of Prime Maine: Michael Kaplan, Morris Stephen Kaplan,
Marjory Kaplan, the Glenyce S. Kaplan Lifetime Trust-1994, the
Prime Tanning Co., Inc. Voting Trust-1994 and the Estate of Leonard
Kaplan (the "Shareholder Defendants"). Others are the former
directors of Prime Maine: Michael Kaplan, Stephen Kaplan, Glenyce
Kaplan, Steven Goldberg, Eliseo Pombo, and Robert Moore (the
"Director Defendants"). Four of the counts of the complaint
maintained that the Shareholder Defendants' actions in connection
with the 2007 transaction and the 2010 release constitute actual
fraudulent transfers under Maine's version of the Uniform
Fraudulent Transfers Act. Eight of the counts alleged that the
Shareholder Defendants' actions constitute constructively
fraudulent transfers under the same act. The final two counts
asserted that the Director Defendants breached their fiduciary
duties of care and loyalty required by the Maine Business
Corporation Act.
After consideration of the evidence, including the testimony of
witnesses, the exhibits offered at trial, the various papers
submitted by the parties, and the stipulations of the parties, as
well as the controlling law and the earlier rulings in the
adversary proceeding, Judge Cary, however, concluded that the
Trustee has not met its burden on any of the 14 counts against the
defendants.
A full-text copy of Judge Cary's August 9, 2016 memorandum of
decision is available at https://is.gd/2K5a9U from Leagle.com.
The bankruptcy case is In re: IRVING TANNING COMPANY, PRIME TANNING
CO., INC., PRIME TANNING CORP., CUDAHY TANNING COMPANY, INC., WISMO
CHEMICAL CORP., PRIME TANNING COMPANY, INC., Chapter 11, Debtors,
Case No. 10-11757 Jointly Administered (Bankr. D. Me.).
Development Specialists Inc., as Trustee of the Irving/Prime
Creditors' Trust, Trustee of the Irving/Prime Creditors' Trust, is
represented by:
Maire Bridin Corcoran Ragozzine, Esq.
Robert J. Keach, Esq.
Paul McDonald, Esq.
Timothy J. McKeon, Esq.
BERNSTEIN, SHUR, SAWYER & NELSON, P.A.
100 Middle Street, West Tower
Portland, ME 04104
Tel: (207)774-1200
Fax: (207)774-1127
Email: rkeach@bernsteinshur.com
pmcdonald@bernsteinshur.com
tmckeon@bernsteinshur.com
Michael W. Kaplan is represented by:
Christian T. Chandler, Esq.
CURTIS THAXTER LLC
One Canal Plaza, Suite 1000
Portland, ME 04101
Tel: (207)774-9000
Estate of Leonard D. Kaplan is represented by:
Lawrence G. Green, Esq.
Tal M. Unrad, Esq.
BURNS & LEVINSON, LLP
125 Summer Street
Boston, MA 02110-1624
Tel: (617)345-3000
Fax: (617)345-3299
Email: lgreen@burnslev.com
tunrad@burnslev.com
Lee C. Hansen is represented by:
Melissa A. Hewey, Esq.
Jeffrey T. Piampiano, Esq.
DRUMMOND WOODSUM & MACMAHON
84 Marginal Way, Suite 600
Portland, ME 04101-2480
Tel: (207)772-1941
Fax: (207)772-3627
Email: mhewey@dwmlaw.com
jpiampiano@dwmlaw.com
About Irving Tanning
Irving Tanning Company, also known as IT Acquisition Corporation
and Prime Tanning-Hartland, is a producer and seller of leather
for shoes and handbags from Hartland, Maine. It had about 180
employees in Hartland, Maine,
Irving Tanning filed for bankruptcy protection on Nov. 16, 2010.
It was the third time the tannery had filed for bankruptcy in the
last decade. Irving Tanning Company (Bankr. D. Maine Case No.
10-11757), Prime Tanning Co., Inc. (Case No. 10-11758), Prime
Tanning Corp. (Case No. 10-11759) filed separate chapter 11
petitions. Irving Tanning estimated assets of $1 million to
$10 million and debts of $10 million to $50 million. Another
affiliate Prime Tanning Company Inc. filed for Chapter 11
bankruptcy protection on Dec. 30, 2011 (Bankr. D. Maine Lead
Case No. 10-11949).
As reported by the Troubled Company Reporter on Feb. 4, 2011, the
Bankruptcy Court in Maine authorized Irving Tanning to sell its
business to Tasman Industries Inc. Tasman will forgive a
$1 million debt owing by Irving, and pay $3.3 million in cash and
notes to The Fund of Jupiter LLC, a secured lender.
Irving Tanning also filed for chapter 11 protection on March 17,
2005 (Bankr. D. Maine Case No. 05-10423). Michael A. Fagone,
Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., represented the
Debtor in the 2005 case. When the Debtor filed for protection
from its creditors, it listed total assets of $22 million and
total debts of $15 million. In September that year, Meriturn
Partners, LLC, announced that it completed the reorganization and
acquisition of Irving Tanning. Meriturn signed an Investment
Agreement with Irving and its former secured lender, TD Banknorth
on June 15, 2005, for 100% of the stock of Irving, and on July 26
that year received bankruptcy court approval for its Plan of
Reorganization, which enabled the transaction to proceed.
ITT EDUCATIONAL: KHLU Ltd Holds 8.4% Stake as of Aug. 29
--------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Yude Zhang, Zhifeng Zhang and KHLU Limited disclosed
that as of Aug. 29, 2016, they beneficially owned 2,009,382 shares
of common stock of ITT Educational Services Inc.
Those Shares constitute approximately 8.38% of the total
outstanding Shares of the Company. All of the 2,009,382 Shares are
currently held by KHLU Limited. All of the Shares were acquired
through open market purchases. As the sole director or sole
shareholder, as applicable, of KHLU Limited, each of Messrs. Yude
Zhang and Zhifeng Zhang might be deemed to have sole or shared
power to direct the disposition of those Shares. Mr. Yude Zhang
expressly disclaims beneficial ownership of such Shares except to
the extent of his pecuniary interest therein.
A full-text copy of the regulatory filing is available at:
https://is.gd/96WF50
About ITT Educational
ITT Educational Services, Inc. is a leading proprietary provider of
postsecondary degree programs in the United States based on revenue
and student enrollment. As of Dec. 31, 2015, ITT was offering: (a)
master, bachelor and associate degree programs to approximately
45,000 students at ITT Technical Institute and Daniel Webster
College locations; and (b) short-term information technology and
business learning solutions for individuals.
ITT Educational reported net income of $23.3 million in 2015
following net income of $23.3 million on 2014.
As of June 30, 2016, ITT Educational had $585 million in total
assets, $420 million in total liabilities and $165 million in total
shareholders' equity.
ED Letter
On Aug. 25, 2016, ITT Educational received a letter from the U.S.
Department of Education citing the Aug. 17, 2016 letter from the
Accrediting Council for Independent Colleges and Schools to the
Company, which continued ACICS' show-cause directive against the
Company. The ED Letter summarizes the ACICS standards that ACICS
has indicated the Company has not yet demonstrated full compliance
with, and related concerns of ACICS. The ED Letter states that the
Company has failed to meet the requirements established by ACICS,
as required by the Company's Program Participation Agreement with
the ED. The ED Letter provides that as a result of those facts and
other information, including as detailed in previous communications
from the ED to the Company, the ED is imposing the following
conditions on the Company's continued participation in funding
under the federal student financial aid programs under Title IV:
* the surety provided by the Company to the ED must be
increased from the current $94.4 million to $247.3 million,
which amount represents 40% of the Title IV Program funds
received by the ITT Technical Institutes during the most
recently completed fiscal year;
* the additional amount of $152.9 million must be provided to
the ED within 30 days from the date of the ED Letter;
* effective immediately, all ITT Technical Institutes are
required to make all Title IV Program fund disbursements
under the Heightened Cash Monitoring 2 payment method, which
requires the Company to make disbursements to students from
its own institutional funds, and then submit a request for
reimbursement of those funds to the ED;
* the ITT Technical Institutes are restricted from enrolling or
beginning classes for any new students who may receive Title
IV Program funds;
* the ITT Technical Institutes must provide all students with a
notice disclosing the ACICS show-cause directives, including
the fact that ACICS accreditation standards state that the
"Council determines that [the] institution is not in
compliance with the Accreditation Criteria, and is unlikely
to become in compliance";
* the ITT Technical Institutes must provide to the ED within 30
days of the ED Letter teach out agreements for all ITT
Technical Institutes;
* the Company may not pay, or agree to pay, any bonuses,
severance payments, raises or retention payments to any of
its management or directors, nor may it pay special dividends
or make any expenditures out of the ordinary course of
business and consistent with prior practices, without
approval from the ED; and
* the Company remains required to provide information to the ED
as previously required by the ED, and previously disclosed by
the Company, regarding various events and regarding the
Company's operations, finances and future plans.
The ED Letter also provides that if the Company fails to meet any
of these requirements, it will demonstrate to the ED that the
Company is incapable of meeting the fiduciary and financial
responsibility standards established by the Higher Education Act
and the ED's regulations. The ED Letter states that, accordingly,
the failure to meet these standards will result in the referral of
this matter to the ED's Administrative Actions and Appeals Service
Group for administrative action, including the potential revocation
of the Program Participation Agreements for the ITT Technical
Institutes, in which case the ITT Technical Institutes would no
longer be eligible to participate in Title IV Programs.
The Company said it is evaluating these additional sanctions and
requirements, as well as all options available to it.
JEJP LLC: U.S. Trustee Unable to Appoint Creditors' Committee
-------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of JEJP, LLC.
About JEJP, LLC d/b/a Precision Machined Products
JEJP, LLC dba Precision Machined Products filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 16-33646) on July 22, 2016.
The petition was signed by Paul Williams, chairman. The Debtor is
represented by Julie Mitchell Koenig, Esq., at Cooper & Scully,
PC.
The case is assigned to Judge David R. Jones. The Debtor estimated
assets at $50,001 to $100,000 and liabilities at $1 million to $10
million at the time of the filing.
JEROME SYDNEY HEYWARD: Unsecureds To Recover 5% Under Plan
----------------------------------------------------------
Jerome Sydney Heyward filed with the U.S. Bankruptcy Court for the
District of South Carolina a disclosure statement describing the
Debtor's plan of reorganization.
Class 6(A) Thru (B) - Claims of General Unsecured Creditors will be
impaired since the Plan provides for payment of only 5% of the
allowed claims of unsecured creditors. This Class will be paid 5%
of their allowed Claims without interest after the Effective Date.
Class 6(A) will be paid a lump sum for convenience purposes, and
Class 6(B) will be paid monthly payments without interest. Both
Class 6(A) and 6(B) will be treated as separate classes for voting
purposes, and will be deemed to be impaired.
The Debtor has already begun undertaking measures in which to
increase profits to successfully fund the Plan, and asks for the
cooperation of its creditors in this time of reorganization.
The Disclosure Statement is available at:
http://bankrupt.com/misc/scb16-00564-74.pdf
The Plan was filed by:
Robert A. Pohl, Esq.
32 South Main Street, Suite 215
Greenville, SC 29601
Tel: (864) 233-6294
Fax: (864) 558-5291
E-mail: Robert@POHLPA.com
About Jerome Sydney Heyward
Jerome Sydney Heyward, dba Heyward Consulting LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C.
Case No. 16-00564) on Feb. 8, 2016. The case is assigned to Judge
David R. Duncan.
K.L.M. PLUMBING: Court Gives Final Approval on Cash Use
-------------------------------------------------------
Judge Roberta of the U.S. Bankruptcy Court for the Middle District
of Florida authorizes K.L.M. Plumbing, Inc. to use cash collateral
on a final basis.
The Debtor was authorized to make payments to the U.S. Trustee for
quarterly fees, payments for current and necessary expenses as
stated in the approved Budget, and such additional amounts as may
be expressly approved in writing by SunTrust Bank.
The Debtor was directed to make monthly adequate protection
payments in the amount of $2,127 to secured creditor SunTrust
Bank.
The approved Budget projects total expenses of approximately
$161,449, covering the period from Aug. 26, 2016 until Nov. 11,
2016.
A full-text copy of the Final Cash Collateral Order dated August
25, 2016 is available at https://is.gd/aXq6o1
About K.L.M. Plumbing, Inc.
K.L.M. Plumbing, Inc. (Bankr. M.D. Fla. Case No. 16-02619) on April
21, 2016. The case is assigned to Judge Roberta A. Colton. The
petition was signed by Kenneth Marsh, president.
The Debtor is represented by James H. Monroe, Esq., at James H.
Monroe, P.A.
The Debtor disclosed total assets of $563,384 and total debts of
$1.26 million.
LDR INDUSTRIES: U.S. Customs to Get $300K-$600K Under Ch. 11 Plan
-----------------------------------------------------------------
LDR Industries, LLC, filed an Amended Chapter 11 Plan, filed on
August 10, 2016, and accompanying Disclosure Statement, which
incorporates the terms of the settlements the Debtor reached with
the U.S. Customs and Border Protection and its indirect equity
holders and former employees.
As part of its settlement with the Debtor, the Customs has agreed
to accept the following monetary consideration in full satisfaction
and discharge of its claims, which is approximately $53.2 million,
to wit:
(a) retention of the $29,599 that Customs owes to the Debtor;
(b) retention of the ability to offset any refund amounts
resulting from additional liquidated entries against Customs Claims
against the Debtor; and
(c) payment of two-thirds (2/3) of the funds available for
distribution that are returned to the Debtor or the liquidating
trust.
The U.S. Customs' estimated recovery of the claim ranges from
$300,000 to $600,000 depending on the amount of collateral returned
to the Debtor or the liquidating trust.
The Plan provides for the creation of a liquidating trust to
implement the distributions called for under the Plan.
Under the proposed plan, Class 6 general unsecured creditors will
get 13% to 23% of their claims depending on the amount of
collateral returned to the Debtor or the liquidating trust that is
currently securing the outstanding letters of credit. The Debtor
estimates that the outstanding Class 6 general unsecured creditors
claims total approximately $3 million.
A full-text copy of the Disclosure Statement dated August 10, 2016
is available at https://is.gd/lc3lmq
About LDR Industries
For over 75 years, Chicago-based LDR Industries and its predecessor
companies have engaged in the distribution of plumbing products to
the home improvement industry, including faucets, showers, sinks,
toilet seats and variety of other specialty lines such as lead-free
valves.
LDR Industries, LLC, sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 14-32138) in Chicago, Illinois on Sept. 2, 2014, with
plans to sell the business following a dispute with the U.S.
Customs.
The bankruptcy case is assigned to Honorable Judge Pamela S.
Hollis. The Debtor is represented by attorneys at Reed Smith LLP.
The Debtor disclosed $27,538,561 in assets and $29,751,647 in
liabilities as of the Chapter 11 filing.
LG PHILIPS: LGE's Bid for Partial Judgment in MDL No. 1917 Denied
-----------------------------------------------------------------
The case captioned IN RE: CATHODE RAY TUBE (CRT) ANTITRUST
LITIGATION, MDL No. 1917 (N.D. Cal.), is predicated upon an alleged
conspiracy to price-fix cathode ray tubes (CRTs), a core component
of tube-style screens for common devices including televisions and
computer monitors. The conspiracy ran from March 1, 1995 to
November 25, 2007 (the "Conspiracy Period"), involved many of the
major companies that produced CRTs, and allegedly resulted in
overcharges of billions of U.S. dollars to domestic companies that
purchased and sold CRTs or products containing CRTs ("CRT Finished
Products") for purposes such as personal use.
A civil suit was originally filed in 2007, consolidated by the
Joint Panel on Multidistrict Litigation shortly thereafter,
assigned as a Multidistrict Litigation case (MDL) to Judge Samuel
Conti, and ultimately transferred to the United States District
Court for the Northern District of California.
In addition to two class actions, the MDL involves various direct
actions from individual plaintiffs who opted out of the class
actions, including certain Direct Action Plaintiffs ("DAPs") that
opposed the present motions. Each DAP alleged that it bought at
least one CRT Finished Product from a defendant or an entity owned
or controlled by a defendant.
The DAPs, despite their moniker, are classified as indirect
purchasers under antitrust law -- not direct purchasers. They
sought to be treated as direct purchasers, however, by operation of
certain legal exceptions to the direct purchaser rule in Illinois
Brick Co. v. Illinois,431 U.S. 720 (1977).
LG Electronics U.S.A., Inc., and certain affiliates filed a motion
for partial summary judgment arguing that DAPs do not "have
standing to assert Sherman Act damage claims for indirect purchases
of CRT Products from direct purchaser LGE and its subsidiaries on
or after July 1, 2001 when LGE ceased manufacturing or selling
CRTs." LGE Mot. at 4. LGE's motion asserts that DAPs' claims do not
fall within the control exception because (1) the control exception
does not apply where control is directed upstream, and (2) even if
it did, LGE did not control LPD within the meaning of the control
exception. The Court will deny the motion.
The LGE Defendants allegedly sold price-fixed CRTs to DAPs from
1995 to 2001. On July 1, 2001, LGE sold its CRT business to LG
Philips Displays, a joint venture between LGE and Philips (also an
alleged conspirator). LPD allegedly joined the conspiracy shortly
after its creation in 2001 and continued its participation until
its bankruptcy in 2006. After 2001, LGE purchased allegedly
price-fixed CRTs from LPD and other CRT manufacturers for
incorporation into CRT Finished Products, which in turn were sold
to DAPs. After 2001, therefore, LPD was an alleged price fixer, LGE
was a direct purchaser, and DAPs were indirect purchasers.
Judge Jon S. Tigar of the United States District Court for the
Northern District of California on August 4, 2016, ruled on various
motions for summary judgment against certain DAPs on issues related
to antitrust standing and application of the direct purchaser
rule.
Judge Tigar denied the corrected LGE defendants' motion for partial
summary judgment on standing grounds, finding that there is a
genuine issue of material fact as to whether LGE's control of LPD
foreclosed a realistic possibility of suit by LGE. LGE's
significant ownership interest in LPD meant that LGE' s economic
interests were deeply intertwined with the economic interests of
LPD, Judge Tigar held. LGE was also unlikely to file suit against
LPD because doing so would have possibly exposed LGE to liability
given the role it played in LPD's governance, Judge Tigar added.
Judge Tigar also ruled the following:
-- Granting the defendants' motion for summary judgment with
respect to MARTA
-- Denying the defendants' motion for partial summary
judgment against certain DAPs for lack of antitrust
injury and antitrust standing under federal and certain
state laws
-- Denying certain defendants' motion for partial summary
judgment with respect to DAPs' alleged direct damage
claims based on purchases from Sanyo
-- Denying the SDI defendants' motion for partial summary
judgment for lack of standing based on purchases from
Samsung Electronics
-- Granting in part, and denying in part, the motion for
partial summary judgment as to DAPs' Sherman Act damages
claims based on CRT product purchases from NEC-
Corporation and NEC-Mitsubishi Electric Visual Systems
Corporation
A full-text copy of Judge Tigar's August 4, 2016 order is available
at https://is.gd/f6ZFlJ from Leagle.com.
Mr. Martin Quinn, Special Master, represented by Martin Quinn --
mquinn@jamsadr.com -- JAMS.
Crago, Inc., Plaintiff, represented by Bruce Lee Simon --
bsimon@pswlaw.com -- Pearson Simon & Warshaw, LLP, Guido Saveri
guido@saveri.com -- Saveri & Saveri, Inc., Ashlei Melissa Vargas,
Pearson, Simon & Warshaw LLP, Christopher Wilson, Polsinelli
Shughart PC, Clifford H. Pearson -- cpearson@pswlaw.com -- Pearson,
Simon & Warshaw LLP, Daniel D. Owen -- dowen@polsinelli.com --
Shughart Thomson & Kilroy, P.C., Daniel L. Warshaw --
dwarshaw@pswlaw.com -- Pearson, Simon & Warshaw, LLP, Esther L.
Klisura -- eklisura@slenvironment.com -- SL Environmental Law Group
PC, Jonathan Mark Watkins, Pearson Simon Warshaw & Penny LLP,
Patrick John Brady -- jbrady@polsinelli.com -- Polsinelli PC, Aaron
M. Sheanin -- asheanin@pswlaw.com -- Pearson, Simon & Warshaw, LLP,
Anne M. Nardacci -- anardacci@bsfllp.com -- Boies, Schiller &
Flexner, LLP & James P. McCarthy -- jmccarthy@lindquist.com --
Lindquist & Vennum.
Hawel A. Hawel d/b/a City Electronics, Plaintiff, represented by
Betty Lisa Julian, Cadio R. Zirpoli, Saveri & Saveri, Inc., Clinton
Paul Walker, Damrell, Nelson, Schrimp, Pallios, Pache & Silva, Fred
A. Silva -- fsilva@damrell.com -- Damrell Nelson Schrimp Pallios,
Pacher & Silva, Geoffrey Conrad Rushing, Saveri & Saveri Inc.,
Gianna Christa Gruenwald, Saveri & Saveri, Guido Saveri, Saveri &
Saveri, Inc., Kathy Lee Monday -- kmonday@damrell.com -- Damrell,
Nelson, Schrimp, Pallios, Pacher & Silva, Richard Alexander Saveri,
Saveri & Saveri, Inc., Roger Martin Schrimp, Damrell Nelson Schrimp
Pallios Pacher & Silva & Anne M. Nardacci -- anardacci@bsfllp.com
-- Boies, Schiller & Flexner, LLP.
Orion Home Systems, LLC, Plaintiff, represented by Cadio R.
Zirpoli, Saveri & Saveri, Inc., Geoffrey Conrad Rushing, Saveri &
Saveri Inc., Guido Saveri, Saveri & Saveri, Inc., Joseph W.
Cotchett, Cotchett Pitre & McCarthy LLP,Niki B. Okcu, AT&T
Services, Inc. Legal Dept., Randy R. Renick, Hadsell Stormer &
Renick LLP, Richard Alexander Saveri, Saveri & Saveri, Inc., Terry
Gross, Gross Belsky Alonso LLP, Adam C. Belsky, Gross Belsky Alonso
LLP,Anne M. Nardacci, Boies, Schiller & Flexner, LLP, James P.
McCarthy, Lindquist & Vennum, Monique Alonso, Gross & Belsky LLP,
Sarah Crowley, Gross Belsky Alonso LLP & Steven Noel Williams,
Cotchett Pitre & McCarthy LLP.
Jeffrey Figone, Plaintiff, represented by Brian Joseph Barry, Law
Offices of Brian Barry, Dennis Stewart, Hulett Harper Stewart LLP,
Donald L. Perelman, Fine Kaplan & Black RPC, Gerard A. Dever, Fine
Kaplan and Black, RPC, Joseph Goldberg, Freedman Boyd Hollander
Goldberg Urias & Ward PA, Joseph Mario Patane, Trump, Alioto, Trump
& Prescott, LLP, Josh Ewing, Freedman Boyd Hollander Goldberg Urias
& Ward PA, Julie A. Kearns, Hulett Harper Stewart LLP, Lauren Clare
Capurro, Trump, Alioto, Trump & Prescott, LLP, Mario N. Alioto,
Trump Alioto Trump & Prescott, LLP, Mario N. Alioto, Trump Alioto
Trump & Prescott LLP, Matthew Duncan, Fine, Kaplan and Black, RPC,
Veronica Besmer, Besmer Law Firm &Vincent J. Ward, Freedman Boyd
Hollander Goldberg Urias & Ward PA.
Chad Klebs, Plaintiff, represented by Craig C. Corbitt, Zelle LLP,
Christopher Thomas Micheletti, Zelle LLP, Francis Onofrei
Scarpulla, Law Offices of Francis O. Scarpulla, Jennie Lee
Anderson, Andrus Anderson LLP, Judith A. Zahid, Zelle LLP, Lori
Erin Andrus, Andrus Anderson LLP, Mario N. Alioto, Trump Alioto
Trump & Prescott LLP, Patrick Bradford Clayton, Law Offices of
Francis O. Scarpulla, Qianwei Fu, Zelle LLP, Richard Michael
Hagstrom, Hellmuth & Johnson, Anne M. Nardacci, Boies, Schiller &
Flexner, LLP &James P. McCarthy, Lindquist & Vennum.
Princeton Display Technologies, Inc., Plaintiff, represented by
Bryan L. Clobes, Cafferty Clobes Meriwether & Sprengel LLP, Lee
Albert, Glancy Prongay & Murray LLP, James E. Cecchi, Carella Byrne
Cecchi Olstein Brody & Agnello, P.C., Lindsey H. Taylor, Carella
Byrne, Marisa C. Livesay, Susan Gilah Kupfer, Glancy Prongay &
Murray LLP, Anne M. Nardacci, Boies, Schiller & Flexner, LLP, Betsy
Carol Manifold, Wolf Haldenstein Adler Freeman & Herz, Francis M.
Gregorek, Wolf Haldenstein Adler Freeman & Herz LLP, James P.
McCarthy, Lindquist & Vennum & Rachele R. Rickert, Wolf Haldenstein
Adler Freeman & Herz LLP.
Carmen Gonzalez, Plaintiff, represented by James McManis, McManis
Faulkner, Mario N. Alioto, Trump Alioto Trump & Prescott LLP, Marwa
Elzankaly, McManis, Faulkner, Anne M. Nardacci, Boies, Schiller &
Flexner, LLP & James P. McCarthy, Lindquist & Vennum.
Samuel J. Nasto, Plaintiff, represented by Joel Flom, Jeffries
Olson & Flom PA, Joseph Mario Patane, Trump, Alioto, Trump &
Prescott, LLP, Kenneth Leo Valinoti, Valinoti & Dito LLP, Lauren
Clare Capurro, Trump, Alioto, Trump & Prescott, LLP, Lawrence
Genaro Papale, Law Offices of Lawrence G. Papale, M. Eric
Frankovitch, Frankovitch Anetakis Colantonio & Simon,Mario N.
Alioto, Trump Alioto Trump & Prescott LLP, Michael G. Simon,
Frankovitch Anetakis Colantonio & Simon, Robert B. Gerard, Gerard
Selden & Osuch, Seymour J. Mansfield, Foley & Mansfield, PLLP,
Sherman Kassof, Law Offices of Sherman Kassof, Anne M. Nardacci,
Boies, Schiller & Flexner, LLP & James P. McCarthy, Lindquist &
Vennum.
Craig Stephenson, Plaintiff, represented by Joel Flom, Jeffries
Olson & Flom PA, Joseph Mario Patane, Trump, Alioto, Trump &
Prescott, LLP, Kenneth Leo Valinoti, Valinoti & Dito LLP, Lauren
Clare Capurro, Trump, Alioto, Trump & Prescott, LLP, Lawrence
Genaro Papale, Law Offices of Lawrence G. Papale, M. Eric
Frankovitch, Frankovitch Anetakis Colantonio & Simon,Mario N.
Alioto, Trump Alioto Trump & Prescott LLP, Michael G. Simon,
Frankovitch Anetakis Colantonio & Simon, Robert B. Gerard, Gerard
Selden & Osuch, Seymour J. Mansfield, Foley & Mansfield, PLLP,
Sherman Kassof, Law Offices of Sherman Kassof, Anne M. Nardacci,
Boies, Schiller & Flexner, LLP & James P. McCarthy, Lindquist &
Vennum.
David G. Norby, Plaintiff, represented by Joel Flom, Jeffries Olson
& Flom PA, Joseph Mario Patane, Trump, Alioto, Trump & Prescott,
LLP, Kenneth Leo Valinoti, Valinoti & Dito LLP, Lauren Clare
Capurro, Trump, Alioto, Trump & Prescott, LLP, Lawrence Genaro
Papale, Law Offices of Lawrence G. Papale, M. Eric Frankovitch,
Frankovitch Anetakis Colantonio & Simon,Mario N. Alioto, Trump
Alioto Trump & Prescott LLP, Michael G. Simon, Frankovitch Anetakis
Colantonio & Simon, Robert B. Gerard, Gerard Selden & Osuch,
Seymour J. Mansfield, Foley & Mansfield, PLLP, Sherman Kassof, Law
Offices of Sherman Kassof, Anne M. Nardacci, Boies, Schiller &
Flexner, LLP & James P. McCarthy, Lindquist & Vennum.
John Larch, Plaintiff, represented by Joel Flom, Jeffries Olson &
Flom PA,Joseph Mario Patane, Trump, Alioto, Trump & Prescott, LLP,
Kenneth Leo Valinoti, Valinoti & Dito LLP, Lauren Clare Capurro,
Trump, Alioto, Trump & Prescott, LLP, Lawrence Genaro Papale, Law
Offices of Lawrence G. Papale,M. Eric Frankovitch, Frankovitch
Anetakis Colantonio & Simon, Mario N. Alioto, Trump Alioto Trump &
Prescott LLP, Michael G. Simon, Frankovitch Anetakis Colantonio &
Simon, Robert B. Gerard, Gerard Selden & Osuch,Seymour J.
Mansfield, Foley & Mansfield, PLLP, Sherman Kassof, Law Offices of
Sherman Kassof, Anne M. Nardacci, Boies, Schiller & Flexner, LLP &
James P. McCarthy, Lindquist & Vennum.
Gary Hanson, Plaintiff, represented by Joel Flom, Jeffries Olson &
Flom PA,Joseph Mario Patane, Trump, Alioto, Trump & Prescott, LLP,
Kenneth Leo Valinoti, Valinoti & Dito LLP, Lauren Clare Capurro,
Trump, Alioto, Trump & Prescott, LLP, Lawrence Genaro Papale, Law
Offices of Lawrence G. Papale,M. Eric Frankovitch, Frankovitch
Anetakis Colantonio & Simon, Mario N. Alioto, Trump Alioto Trump &
Prescott LLP, Michael G. Simon, Frankovitch Anetakis Colantonio &
Simon, Robert B. Gerard, Gerard Selden & Osuch,Seymour J.
Mansfield, Foley & Mansfield, PLLP, Sherman Kassof, Law Offices of
Sherman Kassof, Anne M. Nardacci, Boies, Schiller & Flexner, LLP &
James P. McCarthy, Lindquist & Vennum.
Margaret Slagle, Plaintiff, represented by Daniel R. Karon, Karon
LLC,Joseph M. Alioto, Sr., Alioto Law Firm, Angelina Alioto-Grace,
Alioto Law Firm, Joseph Michelangelo Alioto, Jr., Alioto Law Firm,
Mario N. Alioto, Trump Alioto Trump & Prescott LLP, Mary Gilmore
Kirkpatrick, Kirkpatrick & Goldborough PLLC, Theresa Driscoll
Moore, Alioto Law Firm, Anne M. Nardacci, Boies, Schiller &
Flexner, LLP & James P. McCarthy, Lindquist & Vennum.
Barry Kushner, Plaintiff, represented by Joseph M. Alioto, Sr.,
Alioto Law Firm, Angelina Alioto-Grace, Alioto Law Firm, Daniel R.
Karon, Karon LLC,Daniel Joseph Mulligan, St. James Recovery
Services, P.C., Derek G. Howard, Derek G. Howard Law Firm, Inc.,
Jeffrey D. Bores, Chestnut & Cambronne,Joseph Michelangelo Alioto,
Jr., Alioto Law Firm, Karl L. Cambronne, Chestnut & Cambronne &
Theresa Driscoll Moore, Alioto Law Firm.
Brian A. Luscher, Plaintiff, represented by Angelina Alioto-Grace,
Alioto Law Firm, Joseph Michelangelo Alioto, Jr., Alioto Law Firm,
Mario N. Alioto, Trump Alioto Trump & Prescott LLP, Robert James
Pohlman, Ryley Carlock & Applewhite PC, Theresa Driscoll Moore,
Alioto Law Firm, Anne M. Nardacci, Boies, Schiller & Flexner, LLP &
James P. McCarthy, Lindquist & Vennum.
Steven Ganz, Plaintiff, represented by John Dmitry Bogdanov, Cooper
& Kirkham, P.C., Josef Deen Cooper, Cooper & Kirkham, P.C., Mario
N. Alioto, Trump Alioto Trump & Prescott LLP, Anne M. Nardacci,
Boies, Schiller & Flexner, LLP, James P. McCarthy, Lindquist &
Vennum & Tracy R. Kirkman, Cooper & Kirkham PC.
Dana Ross, Plaintiff, represented by Kathleen Styles Rogers, The
Kralowec Law Group, Susan Gilah Kupfer, Glancy Prongay & Murray
LLP, Mario N. Alioto, Trump Alioto Trump & Prescott LLP, Anne M.
Nardacci, Boies, Schiller & Flexner, LLP & James P. McCarthy,
Lindquist & Vennum.
Brigid Terry, Plaintiff, represented by Jean B. Roth, Mansfield
Tanick & Cohen, Joseph Mario Patane, Trump, Alioto, Trump &
Prescott, LLP,Kenneth Leo Valinoti, Valinoti & Dito LLP, Lauren
Clare Capurro, Trump, Alioto, Trump & Prescott, LLP, Lawrence
Genaro Papale, Law Offices of Lawrence G. Papale, Mario N. Alioto,
Trump Alioto Trump & Prescott LLP,Robert J. Bonsignore, Bonsignore
Trial Lawyers, PLLC, Seymour J. Mansfield, Foley & Mansfield, PLLP,
Sherman Kassof, Law Offices of Sherman Kassof, Anne M. Nardacci,
Boies, Schiller & Flexner, LLP & James P. McCarthy, Lindquist &
Vennum.
Southern Office Supply, Inc, on behalf of itself and all others
similarly situated, Plaintiff, represented by Gilmur Roderick
Murray, Murray & Howard, LLP, Daniel R. Karon, Karon LLC, Donna F.
Solen, Lexington Law Group, Drew A. Carson, Miller Goler Faeges,
Issac L. Diel, Sharp McQueen,Krishna Brian Narine, Meredith Narine,
Mario N. Alioto, Trump Alioto Trump & Prescott LLP, Steven J.
Miller, Miller Goler Faeges, Anne M. Nardacci, Boies, Schiller &
Flexner, LLP & James P. McCarthy, Lindquist & Vennum.
Meijer, Inc., Plaintiff, represented by Gregory K. Arenson, Kaplan
Fox and Kilsheimer LLP, Robert N. Kaplan, Kaplan Kilsheimer & Fox
LLP, David Paul Germaine, pro hac vice, Gary Laurence Specks,
Kaplan Fox & Kilsheimer LLP, Joseph Michael Vanek, Vanek Vickers &
Masini PC, pro hac vice, Linda P. Nussbaum, Nussbaum Law Group PC,
pro hac vice, Linda P. Nussbaum, Nussbaum Law Group, P.C., Anne M.
Nardacci, Boies, Schiller & Flexner, LLP & James P. McCarthy,
Lindquist & Vennum.
Meijer Distribution, Inc., Plaintiff, represented by Gregory K.
Arenson, Kaplan Fox and Kilsheimer LLP, Robert N. Kaplan, Kaplan
Kilsheimer & Fox LLP, David Paul Germaine, pro hac vice, Gary
Laurence Specks, Kaplan Fox & Kilsheimer LLP, Joseph Michael Vanek,
Vanek Vickers & Masini PC, pro hac vice, Linda P. Nussbaum,
Nussbaum LLP, pro hac vice, Linda P. Nussbaum, Nussbaum Law Group,
P.C., Anne M. Nardacci, Boies, Schiller & Flexner, LLP & James P.
McCarthy, Lindquist & Vennum.
Arch Electronics, Inc, Plaintiff, represented by Anthony J.
Bolognese, Bolognese & Associates LLC, Gregory K. Arenson, Kaplan
Fox and Kilsheimer LLP, Linda P. Nussbaum, Kaplan Fox & Kilsheimer,
LLP, pro hac vice, Robert N. Kaplan, Kaplan Fox & Kilsheimer, LLP,
Joshua H. Grabar, Bolognese & Associates, LLC, Kevin Bruce Love,
Hanzman Criden & Love, P.A., pro hac vice, Linda P. Nussbaum,
Nussbaum Law Group, P.C., Anne M. Nardacci, Boies, Schiller &
Flexner, LLP & James P. McCarthy, Lindquist & Vennum.
Studio Spectrum, Inc., is Plaintiff, represented by Steven F. Benz,
Kellogg, Huber, Hansen, Todd, Collin R. White, Kellogg, Huber,
Hansen, Todd, Evans & Figel, P.L.L.C, pro hac vice, David
Nathan-Allen Sims, Saveri & Saveri, Inc., Guido Saveri, Saveri &
Saveri, Inc. & James P. McCarthy, Lindquist & Vennum.
Kory Pentland, Plaintiff, represented by Elizabeth Anne McKenna,
Milberg LLP, Jeff S. Westerman, Westerman Law Corp, Paul F. Novak,
Milberg LLP, pro hac vice, Andrew J. Morganti, Milberg LLP, Mario
N. Alioto, Trump Alioto Trump & Prescott LLP, Peter G.A.
Safirstein, Morgan & Morgan, Anne M. Nardacci, Boies, Schiller &
Flexner, LLP & James P. McCarthy, Lindquist & Vennum.
Radio & TV Equipment, Inc, Plaintiff, represented by Lisa J.
Rodriguez, Trujillo Rodriguez & Richards LLP, Jason Kilene,
Gustafson Gluek PLLC,Anne M. Nardacci, Boies, Schiller & Flexner,
LLP & James P. McCarthy, Lindquist & Vennum.
Brady Lane Cotton, Plaintiff, represented by Mario N. Alioto, Trump
Alioto Trump & Prescott LLP, Christina Diane Crow, Jinks, Crow &
Dickson P.C., J. Matthew Stephens, McCallum Methvin & Terrell PC,
James Michael Terrell, McCallum, Methvin & Terrell, P.C., Lauren
Clare Capurro, Trump, Alioto, Trump & Prescott, LLP, Robert Gordon
Methvin, Jr., McCallum Methvin & Terrell PC, Robert Gordon Methvin,
Jr., McCallum, Methvin & Terrell, P.C.,Anne M. Nardacci, Boies,
Schiller & Flexner, LLP, James P. McCarthy, Lindquist & Vennum,
Lynn W. Jinks, Jinks Crow & Dickson PC & Nathan A. Dickson, Jinks
Crow & Dickson PC.
Colleen Sobotka, Plaintiff, represented by Mario N. Alioto, Trump
Alioto Trump & Prescott LLP, Christopher William Cantrell, J.
Matthew Stephens, McCallum Methvin & Terrell PC, James Michael
Terrell, McCallum, Methvin & Terrell, P.C., Keith Thomson Belt,
Jr., Belt Law Firm, P.C., Lauren Clare Capurro, Trump, Alioto,
Trump & Prescott, LLP, Robert Page Bruner, Belt Law Firm, P.C.,
Robert Gordon Methvin, Jr., McCallum Methvin & Terrell PC, Robert
Gordon Methvin, Jr., McCallum, Methvin & Terrell, P.C., Anne M.
Nardacci, Boies, Schiller & Flexner, LLP, James P. McCarthy,
Lindquist & Vennum, Lynn W. Jinks, Jinks Crow & Dickson PC & Nathan
A. Dickson, Jinks Crow & Dickson PC.
Daniel Riebow, Plaintiff, represented by Mario N. Alioto, Trump
Alioto Trump & Prescott LLP, Lauren Clare Capurro, Trump, Alioto,
Trump & Prescott, LLP, Anne M. Nardacci, Boies, Schiller & Flexner,
LLP & James P. McCarthy, Lindquist & Vennum.
Travis Burau, Plaintiff, represented by Elizabeth Anne McKenna,
Milberg LLP, Mario N. Alioto, Trump Alioto Trump & Prescott LLP,
Paul F. Novak, Milberg LLP, pro hac vice, Lauren Clare Capurro,
Trump, Alioto, Trump & Prescott, LLP, Anne M. Nardacci, Boies,
Schiller & Flexner, LLP & James P. McCarthy, Lindquist & Vennum.
Andrew Kindt, Plaintiff, represented by James P. McCarthy,
Lindquist & Vennum, Mario N. Alioto, Trump Alioto Trump & Prescott
LLP, Lauren Clare Capurro, Trump, Alioto, Trump & Prescott, LLP &
Anne M. Nardacci, Boies, Schiller & Flexner, LLP.
James Brown, Plaintiff, represented by Elizabeth Anne McKenna,
Milberg LLP, Mario N. Alioto, Trump Alioto Trump & Prescott LLP,
Paul F. Novak, Milberg LLP, pro hac vice, Lauren Clare Capurro,
Trump, Alioto, Trump & Prescott, LLP, Anne M. Nardacci, Boies,
Schiller & Flexner, LLP & James P. McCarthy, Lindquist & Vennum.
Alan Rotman, Plaintiff, represented by Mario N. Alioto, Trump
Alioto Trump & Prescott LLP, Lauren Clare Capurro, Trump, Alioto,
Trump & Prescott, LLP, Anne M. Nardacci, Boies, Schiller & Flexner,
LLP & James P. McCarthy, Lindquist & Vennum.
Ryan Rizzo, Plaintiff, represented by Elizabeth Anne McKenna,
Milberg LLP,Mario N. Alioto, Trump Alioto Trump & Prescott LLP,
Paul F. Novak, Milberg LLP, pro hac vice, Lauren Clare Capurro,
Trump, Alioto, Trump & Prescott, LLP, Anne M. Nardacci, Boies,
Schiller & Flexner, LLP & James P. McCarthy, Lindquist & Vennum.
Charles Jenkins, Plaintiff, represented by Mario N. Alioto, Trump
Alioto Trump & Prescott LLP, J. Matthew Stephens, McCallum Methvin
& Terrell PC, James Michael Terrell, McCallum, Methvin & Terrell,
P.C., Lauren Clare Capurro, Trump, Alioto, Trump & Prescott, LLP,
Robert Gordon Methvin, Jr., McCallum Methvin & Terrell PC, Anne M.
Nardacci, Boies, Schiller & Flexner, LLP, James P. McCarthy,
Lindquist & Vennum, Lynn W. Jinks, Jinks Crow & Dickson PC & Nathan
A. Dickson, Jinks Crow & Dickson PC.
Daniel R. Hergert, Plaintiff, represented by Mario N. Alioto, Trump
Alioto Trump & Prescott LLP, Lauren Clare Capurro, Trump, Alioto,
Trump & Prescott, LLP, Anne M. Nardacci, Boies, Schiller & Flexner,
LLP & James P. McCarthy, Lindquist & Vennum.
Adrienne Belai, Plaintiff, represented by Mario N. Alioto, Trump
Alioto Trump & Prescott LLP, Lauren Clare Capurro, Trump, Alioto,
Trump & Prescott, LLP, Anne M. Nardacci, Boies, Schiller & Flexner,
LLP & James P. McCarthy, Lindquist & Vennum.
Joshua Maida, Plaintiff, represented by Elizabeth Anne McKenna,
Milberg LLP, Mario N. Alioto, Trump Alioto Trump & Prescott LLP,
Paul F. Novak, Milberg LLP, pro hac vice, Lauren Clare Capurro,
Trump, Alioto, Trump & Prescott, LLP, Anne M. Nardacci, Boies,
Schiller & Flexner, LLP & James P. McCarthy, Lindquist & Vennum.
Rosemary Ciccone, Plaintiff, represented by Mario N. Alioto, Trump
Alioto Trump & Prescott LLP, Lauren Clare Capurro, Trump, Alioto,
Trump & Prescott, LLP, Robert J. Bonsignore, Bonsignore Trial
Lawyers, PLLC, Anne M. Nardacci, Boies, Schiller & Flexner, LLP &
James P. McCarthy, Lindquist & Vennum.
Frank Warner, Plaintiff, represented by Mario N. Alioto, Trump
Alioto Trump & Prescott LLP, Lauren Clare Capurro, Trump, Alioto,
Trump & Prescott, LLP, Anne M. Nardacci, Boies, Schiller & Flexner,
LLP & James P. McCarthy, Lindquist & Vennum.
Albert Sidney Crigler, Plaintiff, represented by Mario N. Alioto,
Trump Alioto Trump & Prescott LLP, Robert Brent Irby, McCallum,
Hoaguland Cook & Irby LLP, Eric D. Hoaglund, McCallum Hoaglund Cook
& Irby LLP, Lauren Clare Capurro, Trump, Alioto, Trump & Prescott,
LLP, Richard Freeman Horsley, King, Horsley & Lyons, Anne M.
Nardacci, Boies, Schiller & Flexner, LLP & James P. McCarthy,
Lindquist & Vennum.
Direct Purchaser Plaintiffs, Plaintiff, represented by Richard
Alexander Saveri, Saveri & Saveri, Inc., Aaron M. Sheanin, Pearson,
Simon & Warshaw, LLP, Allan Steyer, Steyer Lowenthal Boodrookas
Alvarez & Smith LLP,Christopher L. Lebsock, Hausfeld LLP, David
Yau-Tian Hwu, Saveri and Saveri Inc., Donald Scott Macrae, Steyer
Lowenthal Boodrookas Alvarez & Smith LLP, Guido Saveri, Saveri &
Saveri, Inc., Jayne Ann Peeters, Steyer Lowenthal Boodrookas
Alvarez & Smith LLP, Jill Michelle Manning, Steyer Lowenthal
Boodrookas Alvarez & Smith LLP, Matthew Dickinson Heaphy, Saveri
and Saveri, Michael Paul Lehmann, Hausfeld LLP, Stephanie Yunjin
Cho, Hausfeld LLP, Travis Luke Manfredi, Saveri and Saveri Inc,
Anne M. Nardacci, Boies, Schiller & Flexner, LLP, Bruce Lee Simon,
Pearson Simon & Warshaw, LLP, James P. McCarthy, Lindquist & Vennum
& P. John Brady, Shughart Thomson & Kilroy PC.
Indirect Purchaser Plaintiffs, Plaintiff, represented by Lingel
Hart Winters, Law Offices of Lingel H. Winters, Robert J.
Gralewski, Jr., Kirby McInerney LLP, Charles Matthew Thompson,
Charles M. Thompson, P.C., Craig C. Corbitt, Zelle LLP, Jennie Lee
Anderson, Andrus Anderson LLP, Jennifer Susan Rosenberg, Bramson,
Plutzik, Mahler & Birkhaeuser, John Dmitry Bogdanov, Cooper &
Kirkham, P.C., Josef Deen Cooper, Cooper & Kirkham, P.C., Joseph
Mario Patane, Trump, Alioto, Trump & Prescott, LLP, Judith A.
Zahid, Zelle LLP, Lauren Clare Capurro, Trump, Alioto, Trump &
Prescott, LLP, Mario N. Alioto, Trump Alioto Trump & Prescott LLP,
Sylvie K. Kern, Law Offices of Sylvie Kulkin Kern, Tracy R.
Kirkham, Cooper & Kirkham, P.C., Anne M. Nardacci, Boies, Schiller
& Flexner, LLP, James P. McCarthy, Lindquist & Vennum, Mario N.
Alioto, Trump Alioto Trump & Prescott LLP,Robert J. Gralewski, Jr.,
Kirby McInerney LLP, Charles Matthew Thompson, Charles M. Thompson,
P.C., Christopher Thomas Micheletti, Zelle LLP,Craig C. Corbitt,
Zelle LLP, David Nathan Lake, Law Offices of David N. Lake,Francis
Onofrei Scarpulla, Law Offices of Francis O. Scarpulla, Jennie Lee
Anderson, Andrus Anderson LLP, Josef Deen Cooper, Cooper & Kirkham,
P.C., Joseph Mario Patane, Trump, Alioto, Trump & Prescott, LLP,
Judith A. Zahid, Zelle LLP, Lauren Clare Capurro, Trump, Alioto,
Trump & Prescott, LLP, Lingel Hart Winters, Law Offices of Lingel
H. Winters, Matthew Duncan, Fine, Kaplan and Black, RPC, Paul F.
Novak, Milberg LLP, pro hac vice, Sylvie K. Kern, Law Offices of
Sylvie Kulkin Kern, Theresa Driscoll Moore, Alioto Law Firm, Anne
M. Nardacci, Boies, Schiller & Flexner, LLP &James P. McCarthy,
Lindquist & Vennum.
State of Washington, Plaintiff, represented by Jonathan A. Mark,
Attorney General of Washington, Anne M. Nardacci, Boies, Schiller &
Flexner, LLP &James P. McCarthy, Lindquist & Vennum.
Electrograph Systems, Inc, Plaintiff, represented by Anne M.
Nardacci, Boies, Schiller & Flexner, LLP, Philip J. Iovieno, Boies,
Schiller & Flexner LLP, Philip J. Iovieno, Boies Schiller & Flexner
LLP, pro hac vice, William A. Isaacson, Boies Schiller & Flexner &
James P. McCarthy, Lindquist & Vennum.
Electrograph Technologies Corp., Plaintiff, represented by Anne M.
Nardacci, Boies, Schiller & Flexner, LLP, Philip J. Iovieno, Boies,
Schiller & Flexner LLP, Philip J. Iovieno, Boies Schiller & Flexner
LLP, pro hac vice,William A. Isaacson, Boies Schiller & Flexner &
James P. McCarthy, Lindquist & Vennum.
Interbond Corporation of America, Plaintiff, represented by Stuart
Harold Singer, Boies Schiller & Flexner, William A. Isaacson, Boies
Schiller & Flexner, Anne M. Nardacci, Boies, Schiller & Flexner,
LLP, Philip J. Iovieno, Boies, Schiller & Flexner LLP & James P.
McCarthy, Lindquist & Vennum.
Office Depot, Inc., Plaintiff, represented by Stuart Harold Singer,
Boies Schiller & Flexner, Anne M. Nardacci, Boies, Schiller &
Flexner, LLP, Philip J. Iovieno, Boies, Schiller & Flexner LLP,
William A. Isaacson, Boies Schiller & Flexner & James P. McCarthy,
Lindquist & Vennum.
Compucom Systems Inc, Plaintiff, represented by Lewis Titus
LeClair, McKool Smith, P.C., William A. Isaacson, Boies Schiller &
Flexner, Anne M. Nardacci, Boies, Schiller & Flexner, LLP, Mike
McKool, McKool Smith, P.C.,Philip J. Iovieno, Boies, Schiller &
Flexner LLP & James P. McCarthy, Lindquist & Vennum.
Costco Wholesale Corporation, Plaintiff, represented by Cori Gordon
Moore, Perkins Coie LLP, David Burman, Perkins Coie LLP, pro hac
vice, David P. Chiappetta, Perkins Coie LLP, Eric J. Weiss, PERKINS
COIE LLP, Euphemia Nikki Thomopulos, Hirschfeld Kraemer LLP,
Nicholas H. Hesterberg, Perkins Coie LLP, pro hac vice, Philip J.
Iovieno, Boies, Schiller & Flexner LLP, Steven Douglas Merriman,
Perkins Coie LLP, William A. Isaacson, Boies Schiller & Flexner,
Anne M. Nardacci, Boies, Schiller & Flexner, LLP &James P.
McCarthy, Lindquist & Vennum.
Alfred H. Siegel, Alfred H. Siegel, as Trustee of the Circuit City
Stores, Inc. Liquidating Trust, Plaintiff, represented by Brian
Gillett, Susman Godfrey L.L.P., David M. Peterson, Susman Godfrey
LLP, John Pierre Lahad, Susman Godfrey LLP, Johnny William Carter,
Susman Godfrey LLP, Jonathan Jeffrey Ross, Susman Godfrey L.L.P.,
Jonathan Mark Weiss, Klee Tuchin Bogdanoff Stern LLP, Matthew C.
Behncke, Susman Godfrey LLP, Philip J. Iovieno, Boies, Schiller &
Flexner LLP, Robert J. Pfister, Klee, Tuchin, Bogdanoff & Stern
LLP, Robert Sabre Safi, Susman Godfrey L.L.P., Samuel J. Randall,
Kenny Nachwalter PA, William A. Isaacson, Boies Schiller & Flexner,
Anne M. Nardacci, Boies, Schiller & Flexner, LLP, James P.
McCarthy, Lindquist & Vennum & Kenneth S. Marks.
Department of Legal Affairs, Plaintiff, represented by Patricia A.
Conners, Attorney General's Office, R. Scott Palmer, Office of the
Attorney General,Liz Ann Brady, Office of the Attorney General,
Nicholas J. Weilhammer, Office of the Attorney General, Anne M.
Nardacci, Boies, Schiller & Flexner, LLP & James P. McCarthy,
Lindquist & Vennum.
Office of the Attorney General, Plaintiff, represented by Patricia
A. Conners, Attorney General's Office, R. Scott Palmer, Office of
the Attorney General,Liz Ann Brady, Office of the Attorney General,
Nicholas J. Weilhammer, Office of the Attorney General, Anne M.
Nardacci, Boies, Schiller & Flexner, LLP & James P. McCarthy,
Lindquist & Vennum.
Best Buy Co., Inc., Plaintiff, represented by Bernice Conn, Robins
Kaplan L.L.P., David Martinez, Robins Kaplan LLP, Jill Sharon
Casselman, Robins, Kaplan, Miller and Ciresi L.L.P., Kenneth S.
Marks, Philip J. Iovieno, Boies, Schiller & Flexner LLP, Samuel J.
Randall, Kenny Nachwalter PA, William A. Isaacson, Boies Schiller &
Flexner, Anne M. Nardacci, Boies, Schiller & Flexner, LLP, Elliot
S. Kaplan, Robins Kaplan Miller & Ciresi, K. Craig Wildfang,
Attorney at Law & Roman M. Silberfeld, Robins Kaplan L.L.P..
Best Buy Enterprise Services, Inc., Plaintiff, represented by
Bernice Conn, Robins Kaplan L.L.P., David Martinez, Robins Kaplan
LLP, Jill Sharon Casselman, Robins, Kaplan, Miller and Ciresi
L.L.P., Kenneth S. Marks,Philip J. Iovieno, Boies, Schiller &
Flexner LLP, Samuel J. Randall, Kenny Nachwalter PA, William A.
Isaacson, Boies Schiller & Flexner, Anne M. Nardacci, Boies,
Schiller & Flexner, LLP, Elliot S. Kaplan, Robins Kaplan Miller &
Ciresi, K. Craig Wildfang, Attorney at Law & Roman M. Silberfeld,
Robins Kaplan L.L.P..
Best Buy Purchasing LLC, Plaintiff, represented by Bernice Conn,
Robins Kaplan L.L.P., David Martinez, Robins Kaplan LLP, Jill
Sharon Casselman, Robins, Kaplan, Miller and Ciresi L.L.P., Kenneth
S. Marks, Philip J. Iovieno, Boies, Schiller & Flexner LLP, Samuel
J. Randall, Kenny Nachwalter PA,William A. Isaacson, Boies Schiller
& Flexner, Anne M. Nardacci, Boies, Schiller & Flexner, LLP, Elliot
S. Kaplan, Robins Kaplan Miller & Ciresi, K. Craig Wildfang,
Attorney at Law & Roman M. Silberfeld, Robins Kaplan L.L.P..
Best Buy Stores, L.P., Plaintiff, represented by Bernice Conn,
Robins Kaplan L.L.P., David Martinez, Robins Kaplan LLP, Jill
Sharon Casselman, Robins, Kaplan, Miller and Ciresi L.L.P., Kenneth
S. Marks, Philip J. Iovieno, Boies, Schiller & Flexner LLP, Samuel
J. Randall, Kenny Nachwalter PA, William A. Isaacson, Boies
Schiller & Flexner, Anne M. Nardacci, Boies, Schiller & Flexner,
LLP, Elliot S. Kaplan, Robins Kaplan Miller & Ciresi, K. Craig
Wildfang, Attorney at Law & Roman M. Silberfeld, Robins Kaplan
L.L.P..
Best Buy.com LLC, Plaintiff, represented by Bernice Conn, Robins
Kaplan L.L.P., David Martinez, Robins Kaplan LLP, Jill Sharon
Casselman, Robins, Kaplan, Miller and Ciresi L.L.P., Kenneth S.
Marks, Philip J. Iovieno, Boies, Schiller & Flexner LLP, Samuel J.
Randall, Kenny Nachwalter PA, William A. Isaacson, Boies Schiller &
Flexner, Anne M. Nardacci, Boies, Schiller & Flexner, LLP, Elliot
S. Kaplan, Robins Kaplan Miller & Ciresi, K. Craig Wildfang,
Attorney at Law & Roman M. Silberfeld, Robins Kaplan L.L.P..
Magnolia Hi-Fi, Inc., Plaintiff, represented by David Martinez,
Robins Kaplan LLP, Kenneth S. Marks, Philip J. Iovieno, Boies,
Schiller & Flexner LLP, William A. Isaacson, Boies Schiller &
Flexner, Anne M. Nardacci, Boies, Schiller & Flexner, LLP, Elliot
S. Kaplan, Robins Kaplan Miller & Ciresi, Jill Sharon Casselman,
Robins, Kaplan, Miller and Ciresi L.L.P., K. Craig Wildfang,
Attorney at Law & Roman M. Silberfeld, Robins Kaplan L.L.P..
Good Guys, Inc., Plaintiff, represented by Jason C. Murray, Crowell
& Moring LLP, Philip J. Iovieno, Boies, Schiller & Flexner LLP &
William A. Isaacson, Boies Schiller & Flexner.
KMart Corporation, Plaintiff, represented by Jason C. Murray,
Crowell & Moring LLP, William J. Blechman, Kenny Nachwalter PA,
Gavin David Whitis, Pond North LLP, Jalaine Garcia, James T. Almon,
Kenny Nachwalter, PA, Kenneth S. Marks, Kevin J. Murray, Kenny
Nachwalter PA, Philip J. Iovieno, Boies, Schiller & Flexner LLP,
Richard A. Arnold, Kenny Nachwalter, Ryan C. Zagare, Kenny
Nachwalter, PA, Samuel J. Randall, Kenny Nachwalter PA & William A.
Isaacson, Boies Schiller & Flexner.
Old Comp Inc., Plaintiff, represented by Jason C. Murray, Crowell &
Moring LLP, Daniel Allen Sasse, Crowell & Moring LLP, Deborah Ellen
Arbabi, Crowell and Moring LLP, Philip J. Iovieno, Boies, Schiller
& Flexner LLP &William A. Isaacson, Boies Schiller & Flexner.
Radioshack Corp., Plaintiff, represented by Jason C. Murray,
Crowell & Moring LLP, Daniel Allen Sasse, Crowell & Moring LLP,
Deborah Ellen Arbabi, Crowell and Moring LLP, Philip J. Iovieno,
Boies, Schiller & Flexner LLP & William A. Isaacson, Boies Schiller
& Flexner.
Sears, Roebuck and Co., Plaintiff, represented by Jason C. Murray,
Crowell & Moring LLP, William J. Blechman, Kenny Nachwalter PA,
Gavin David Whitis, Pond North LLP, Jalaine Garcia, James T. Almon,
Kenny Nachwalter, PA, Kenneth S. Marks, Philip J. Iovieno, Boies,
Schiller & Flexner LLP,Richard A. Arnold, Kenny Nachwalter, Ryan C.
Zagare, Kenny Nachwalter, PA, Samuel J. Randall, Kenny Nachwalter
PA, William A. Isaacson, Boies Schiller & Flexner & Kevin J.
Murray, Kenny Nachwalter PA.
Target Corp., Plaintiff, represented by Jason C. Murray, Crowell &
Moring LLP, Astor Henry Lloyd Heaven, III, Crowell and Moring LLP,
Jerome A. Murphy, Crowell & Moring LLP, Kenneth S. Marks, Matthew
J. McBurney, Crowell & Moring LLP, Philip J. Iovieno, Boies,
Schiller & Flexner LLP,Robert Brian McNary, Crowell & Moring LLP,
Samuel J. Randall, Kenny Nachwalter PA & William A. Isaacson, Boies
Schiller & Flexner.
Giovanni Constabile, Plaintiff, represented by Lingel Hart Winters,
Law Offices of Lingel H. Winters.
Gio's Inc, a California corporation, Plaintiff, represented by
Lingel Hart Winters, Law Offices of Lingel H. Winters.
Schultze Agency Services, LLC, on behalf of Tweeter Opco, LLC and
Tweeter Newco, LLC, Plaintiff, represented by William A. Isaacson,
Boies Schiller & Flexner, Anne M. Nardacci, Boies, Schiller &
Flexner, LLP, Philip J. Iovieno, Boies, Schiller & Flexner LLP &
Philip J. Iovieno, Boies, Schiller & Flexner LLP, pro hac vice.
Tweeter Newco, LLC, Plaintiff, represented by Anne M. Nardacci,
Boies, Schiller & Flexner, LLP, Philip J. Iovieno, Boies, Schiller
& Flexner LLP,William A. Isaacson, Boies Schiller & Flexner &
Philip J. Iovieno, Boies, Schiller & Flexner LLP.
ABC Appliance, Inc., Plaintiff, represented by Anne M. Nardacci,
Boies, Schiller & Flexner, LLP, Philip J. Iovieno, Boies, Schiller
& Flexner LLP &William A. Isaacson, Boies Schiller & Flexner.
Marta Cooperative of America, Inc., Plaintiff, represented by Anne
M. Nardacci, Boies, Schiller & Flexner, LLP, Philip J. Iovieno,
Boies, Schiller & Flexner LLP & William A. Isaacson, Boies Schiller
& Flexner.
P.C. Richard & Son Long Island Corporation, Plaintiff, represented
by Anne M. Nardacci, Boies, Schiller & Flexner, LLP, Philip J.
Iovieno, Boies, Schiller & Flexner LLP & William A. Isaacson, Boies
Schiller & Flexner.
Sharp Corporation, Plaintiff, represented by Colin C. West, Morgan
Lewis & Bockius LLP & Jonathan Alan Patchen, Taylor & Company Law
Offices, LLP.
Gloria Comeaux, Plaintiff, represented by Robert J. Bonsignore,
Bonsignore Trial Lawyers, PLLC.
Kerry Lee Hall, Plaintiff, represented by Robert J. Gralewski, Jr.,
Gergosian & Gralewski LLP & Daniel Hume, Kirby McInerney LLP.
Jeff Speaect, Plaintiff, represented by Robert J. Bonsignore,
Bonsignore Trial Lawyers, PLLC.
Tech Data Corporation, Plaintiff, represented by Mitchell E. Widom,
Bilzin Sumberg Baena Price & Axelrod, LLP, Robert Turken, Bilzin
Sumberg Baena Price & Axelrod LLP, Scott N. Wagner, Bilzin Sumberg
Baena Price & Axelrod LLP, pro hac vice, Stuart Harold Singer,
Boies Schiller & Flexner, William A. Isaacson, Boies Schiller &
Flexner, Anne M. Nardacci, Boies, Schiller & Flexner, LLP, Philip
J. Iovieno, Boies, Schiller & Flexner LLP & Philip J. Iovieno,
Boies Schiller & Flexner LLP, pro hac vice.
Tech Data Product Management, Inc., Plaintiff, represented by
Robert Turken, Bilzin Sumberg Baena Price & Axelrod LLP, Anne M.
Nardacci, Boies, Schiller & Flexner, LLP, Philip J. Iovieno, Boies,
Schiller & Flexner LLP, Scott N. Wagner, Bilzin Sumberg Baena Price
& Axelrod LLP & William A. Isaacson, Boies Schiller & Flexner.
Sharp Electronics Corporation, Plaintiff, represented by Cheryl Ann
Galvin, Taylor & Company Law Offices, Craig A. Benson, Paul Weiss
LLP, Gary R. Carney, Paul, Weiss, Rifkind, Wharton and Garrison
LLP, pro hac vice,Jonathan Alan Patchen, Taylor & Company Law
Offices, LLP, Joseph J. Simons, Paul Weiss LLP, Kenneth A. Gallo,
Paul, Weiss, Rifkind, Wharton & Garrison LLP, Kenneth S. Marks,
Kira A. Davis, Paul, Weiss, Rifkind, Wharton and Garrison LLP, pro
hac vice & Stephen E. Taylor, Taylor & Company Law Offices, LLP.
Sharp Electronics Manufacturing Company of America, Inc.,
Plaintiff, represented by Cheryl Ann Galvin, Taylor & Company Law
Offices, Craig A. Benson, Paul Weiss LLP, Gary R. Carney, Paul,
Weiss, Rifkind, Wharton and Garrison LLP, pro hac vice, Jonathan
Alan Patchen, Taylor & Company Law Offices, LLP, Joseph J. Simons,
Paul Weiss LLP, Kenneth A. Gallo, Paul, Weiss, Rifkind, Wharton &
Garrison LLP, Kenneth S. Marks, Kira A. Davis, Paul, Weiss,
Rifkind, Wharton and Garrison LLP, pro hac vice & Stephen E.
Taylor, Taylor & Company Law Offices, LLP.
Dell Inc., Plaintiff, represented by Debra Dawn Bernstein, Alston &
Bird LLP, Elizabeth Helmer Jordan, Alston & Bird LLP, Matthew David
Kent,Michael P. Kenny, Alston & Bird LLP, Rodney J. Ganske, Alston
& Bird LLP,James Matthew Wagstaffe, Kerr & Wagstaffe LLP & Michael
John Newton, Alston & Bird.
Dell Products L.P., Plaintiff, represented by Debra Dawn Bernstein,
Alston & Bird LLP, Elizabeth Helmer Jordan, Alston & Bird LLP,
Matthew David Kent,Michael P. Kenny, Alston & Bird LLP, Rodney J.
Ganske, Alston & Bird LLP,James Matthew Wagstaffe, Kerr & Wagstaffe
LLP & Michael John Newton, Alston & Bird.
Magnolia Hi-Fi, LLC, Plaintiff, represented by David Martinez,
Robins Kaplan LLP, Jill Sharon Casselman, Robins, Kaplan, Miller
and Ciresi L.L.P.,Elliot S. Kaplan, Robins Kaplan Miller & Ciresi &
Roman M. Silberfeld, Robins Kaplan L.L.P..
Viewsonic Corporation, Plaintiff, represented by Jason C. Murray,
Crowell & Moring LLP, Astor Henry Lloyd Heaven, III, Crowell and
Moring LLP, Daniel Allen Sasse, Crowell & Moring LLP, Deborah Ellen
Arbabi, Crowell and Moring LLP, Jerome A. Murphy, Crowell & Moring
LLP, Kenneth S. Marks,Matthew J. McBurney, Crowell & Moring LLP,
Robert Brian McNary, Crowell & Moring LLP & Samuel J. Randall,
Kenny Nachwalter PA.
YRC, INC., Creditor, represented by Jeffrey M. Judd, Judd Law
Group.
Chunghwa Picture Tubes, LTD., ("Chunghwa PT") is a Taiwanese
company, Defendant, represented by Joel Steven Sanders, Gibson,
Dunn & Crutcher LLP, Adam C. Hemlock, Weil Gotshal and Manges LLP,
Austin Van Schwing, Gibson, Dunn & Crutcher LLP, David C.
Brownstein, Farmer Brownstein Jaeger LLP, Jacob P. Alpren, Farmer
Brownstein Jaeger LLP, William S. Farmer, Farmer Brownstein Jaeger
LLP & Rachel S. Brass, Gibson Dunn & Crutcher LLP.
Chunghwa Picture Tubes (Malaysia) Sdn. Bhd., ("Chunghwa Malaysia")
is a Malaysian company, Defendant, represented by Joel Steven
Sanders, Gibson, Dunn & Crutcher LLP, Adam C. Hemlock, Weil Gotshal
and Manges LLP, Austin Van Schwing, Gibson, Dunn & Crutcher LLP,
David C. Brownstein, Farmer Brownstein Jaeger LLP, Jacob P. Alpren,
Farmer Brownstein Jaeger LLP, Rachel S. Brass, Gibson Dunn &
Crutcher LLP &William S. Farmer, Farmer Brownstein Jaeger LLP.
Hitachi, Ltd., is a Japanese company, Defendant, represented by
Eliot A. Adelson, Kirkland & Ellis LLP, Christopher M. Curran,
White & Case,Douglas L. Wald, James Mutchnik, pro hac vice, Jeffrey
L. Kessler, Winston & Strawn LLP, John M. Taladay, Baker Botts
L.L.P., Jon Vensel Swenson, Baker Botts L.L.P., Katherine Hamilton
Wheaton, pro hac vice, Michael W. Scarborough, Sheppard Mullin
Richter & Hampton LLP, Sharon D. Mayo, Arnold & Porter LLP & Steven
Alan Reiss, Weil, Gotshal & Mangesl LLP.
Hitachi America, Ltd., ("Hitachi America") is a New York company,
Defendant, represented by Eliot A. Adelson, Kirkland & Ellis LLP,
James Mutchnik, pro hac vice, Jeffrey L. Kessler, Winston & Strawn
LLP, Katherine Hamilton Wheaton & Michael W. Scarborough, Sheppard
Mullin Richter & Hampton LLP.
Hitachi Asia, Ltd., ("Hitachi Asia") is a Singaporean company,
Defendant, represented by Eliot A. Adelson, Kirkland & Ellis LLP,
Adam C. Hemlock, Weil Gotshal and Manges LLP, Barack Shem Echols,
Kirkland Ellis LLP, pro hac vice, Christopher M. Curran, White &
Case, Douglas L. Wald, Ian T. Simmons, O'Melveny & Myers LLP, James
Mutchnik, pro hac vice, Jeffrey L. Kessler, Winston & Strawn LLP,
John M. Taladay, Baker Botts L.L.P., Jon Vensel Swenson, Baker
Botts L.L.P., Katherine Hamilton Wheaton, Michael W. Scarborough,
Sheppard Mullin Richter & Hampton LLP, Sharon D. Mayo, Arnold &
Porter LLP & Steven Alan Reiss, Weil, Gotshal & Mangesl LLP.
Irico Group Corp., ("IGC") is a Chinese entity, Defendant,
represented byJoseph R. Tiffany, II, Pillsbury Winthrop Shaw
Pittman LLP.
Irico Display Devices Co., Ltd., ("IDDC") is a Chinese entity,
Defendant, represented by Joseph R. Tiffany, II, Pillsbury Winthrop
Shaw Pittman LLP.
Panasonic Corporation of North America, Defendant, represented by
David L. Yohai, Eva W. Cole, Winston & Strawn LLP, pro hac vice, A.
Paul Victor, Winston & Strawn LLP, Aldo A. Badini, Winston & Strawn
LLP, Amy Lee Stewart, Rose Law Firm, pro hac vice, Andrew R.
Tillman, Paine Tarwater Bickers & Tillman, Bambo Obaro, Weil,
Gotshal and Manges, Christopher M. Curran, White & Case, David E.
Yolkut, Weil, Gotshal and Manges LLP, pro hac vice, Diana Arlen
Aguilar, Weil, Gotshal and Manges, pro hac vice,Douglas L. Wald,
James F. Lerner, Winston & Strawn LLP, pro hac vice,Jeffrey L.
Kessler, Winston & Strawn LLP, Jennifer Stewart, Winston and Strawn
LLP, John Clayton Everett, Jr., Morgan, Lewis & Bockius LLP, pro
hac vice, John M. Taladay, Baker Botts L.L.P., John Selim Tschirgi,
Winston and Strawn LLP, pro hac vice, Jon Vensel Swenson, Baker
Botts L.L.P.,Joseph Richard Wetzel, King & Spalding, Kajetan Rozga,
pro hac vice, Kent Michael Roger, Morgan Lewis & Bockius LLP, Kevin
B. Goldstein, Weil, Gotshal and Manges LLP, Lara Elvidge Veblen,
Weil, Gotshal and Manges LLP, pro hac vice, Margaret Anne Keane,
DLA Piper LLP, Marjan Hajibandeh, Weil, Gotshal and Manges LLP, pro
hac vice, Martin C. Geagan, Jr., Winston and Strawn LLP, pro hac
vice, Matthew Robert DalSanto, Winston and Strawn LLP, Michelle
Park Chiu, Morgan Lewis & Bockius LLP,Molly Donovan, Winston &
Strawn LLP, Ryan Michael Goodland, Weil, Gotshal and Manges LLP,
pro hac vice, Scott A. Stempel, Morgan, Lewis Bockius LLP, pro hac
vice, Sharon D. Mayo, Arnold & Porter LLP, Sofia Arguello, Winston
and Strawn LLP, pro hac vice, Steven A. Reiss, Weil Gotshal &
Manges LLP, Steven Alan Reiss, Weil, Gotshal & Mangesl LLP,Adam C.
Hemlock, Weil Gotshal and Manges LLP & Molly M. Donovan, Dewey &
LeBoeuf LLP.
Samtel Color, Ltd., ("Samtel") is a Indian company, Defendant,
represented by William Diaz, McDermott Will & Emery LLP.
Beijing-Matsushita Color CRT Company, Ltd., ("BMCC") is a Chinese
company, Defendant, represented by Terry Calvani, Freshfields
Bruckhaus Deringer US LLP, Adam C. Hemlock, Weil Gotshal and Manges
LLP, Bruce C. McCulloch, Freshfields Bruckhaus Deringer US LLP,
Christine A. Laciak, Freshfields Bruckhaus Deringer US LLP, Craig
D. Minerva, Freshfields Bruckhaus Deringer US LLP, Jeffrey L.
Kessler, Winston & Strawn LLP,Michael W. Scarborough, Sheppard
Mullin Richter & Hampton LLP &Richard Sutton Snyder, Freshfields
Bruckhaus Deringer US LLP.
LG Electronics U.S.A., Inc., Defendant, represented by Miriam Kim,
Munger, Tolles & Olson, Brad D. Brian, Munger Tolles & Olson LLP,
Cathleen Hamel Hartge, Munger Tolles and Olson LLP, Christopher M.
Curran, White & Case,Douglas L. Wald, Esteban Martin Estrada,
Munger Tolles and Olson, Hojoon Hwang, Munger Tolles & Olson LLP,
Jeffrey L. Kessler, Winston & Strawn LLP, Jerome Cary Roth, Munger
Tolles & Olson LLP, John Clayton Everett, Jr., Morgan, Lewis &
Bockius LLP, pro hac vice, John M. Taladay, Baker Botts L.L.P., Jon
Vensel Swenson, Baker Botts L.L.P., Kent Michael Roger, Morgan
Lewis & Bockius LLP, Laura K. Lin, Munger, Tolles and Olson
LLP,Michael W. Scarborough, Sheppard Mullin Richter & Hampton LLP,
Michelle Park Chiu, Morgan Lewis & Bockius LLP, Scott A. Stempel,
Morgan, Lewis Bockius LLP, pro hac vice, Sharon D. Mayo, Arnold &
Porter LLP, Steven Alan Reiss, Weil, Gotshal & Mangesl LLP,
Xiaochin Claire Yan, Munger Tolles and Olson, LLP & William David
Temko, Munger, Tolles & Olson LLP.
Philips Electronics North America Corporation, Defendant,
represented byAdam C. Hemlock, Weil Gotshal and Manges LLP,
Christopher M. Curran, White & Case, Douglas L. Wald, Ethan E.
Litwin, Hughes Hubbard & Reed LLP, Jeffrey L. Kessler, Winston &
Strawn LLP, John Clayton Everett, Jr., Morgan, Lewis & Bockius LLP,
pro hac vice, John M. Taladay, Baker Botts L.L.P., Jon Vensel
Swenson, Baker Botts L.L.P., Joseph A. Ostoyich, Howrey LLP, Kent
Michael Roger, Morgan Lewis & Bockius LLP, Michael W. Scarborough,
Sheppard Mullin Richter & Hampton LLP, Michelle Park Chiu, Morgan
Lewis & Bockius LLP, Richard P. Sobiecki, Baker Botts LLP, pro hac
vice, Scott A. Stempel, Morgan, Lewis Bockius LLP, pro hac vice,
Sharon D. Mayo, Arnold & Porter LLP, Steven Alan Reiss, Weil,
Gotshal & Mangesl LLP, Stuart Christopher Plunkett, Baker Botts,
Tiffany Belle Gelott, Baker Botts LLP, pro hac vice, Van H.
Beckwith, Baker Botts L.L.P., pro hac vice &Erik T. Koons, Baker
Botts LLP.
Samsung Electronics Co Ltd, ("SEC") is a South Korean company,
Defendant, represented by Ian T. Simmons, O'Melveny & Myers
LLP,Michael Frederick Tubach, O'Melveny & Myers LLP, Courtney C.
Byrd, pro hac vice, David Kendall Roberts, O'Melveny and Myers LLP,
Jeffrey L. Kessler, Winston & Strawn LLP, Kent Michael Roger,
Morgan Lewis & Bockius LLP, Kevin Douglas Feder, O'Melveny and
Myers LLP, Michael W. Scarborough, Sheppard Mullin Richter &
Hampton LLP, David Roberts, O'Melveny & Myers LLP & Haidee L.
Schwartz, O'Melveny & Myers LLP.
Samsung Electronics America, Inc., ("SEAI") is a New York
corporation, Defendant, represented by Ian T. Simmons, O'Melveny &
Myers LLP,Michael Frederick Tubach, O'Melveny & Myers LLP, Benjamin
Gardner Bradshaw, O'Melveny & Meyers LLP, Courtney C. Byrd, pro hac
vice, Jeffrey L. Kessler, Winston & Strawn LLP, Kent Michael Roger,
Morgan Lewis & Bockius LLP, Kevin Douglas Feder, O'Melveny and
Myers LLP, Michael W. Scarborough, Sheppard Mullin Richter &
Hampton LLP, David Roberts, O'Melveny & Myers LLP, Haidee L.
Schwartz, O'Melveny & Myers LLP &James Landon McGinnis, Sheppard
Mullin Richter & Hampton LLP.
MT Picture Display Co., LTD, fka Matsushita Toshiba Picture Display
Co., Ltd. ("MTPD") is a Japanese entity, Defendant, represented by
A. Paul Victor, Winston & Strawn LLP, Aldo A. Badini, Winston &
Strawn LLP,Bambo Obaro, Weil, Gotshal and Manges, Christopher M.
Curran, White & Case, David E. Yolkut, Weil, Gotshal and Manges
LLP, pro hac vice, Diana Arlen Aguilar, Weil, Gotshal and Manges,
pro hac vice, Douglas L. Wald, Eva W. Cole, Winston & Strawn LLP,
Gregory Hull, James F. Lerner, Winston & Strawn LLP, pro hac vice,
Jeffrey L. Kessler, Winston & Strawn LLP, Jennifer Stewart, Winston
and Strawn LLP, John Clayton Everett, Jr., Morgan, Lewis & Bockius
LLP, pro hac vice, John M. Taladay, Baker Botts L.L.P., Jon Vensel
Swenson, Baker Botts L.L.P., Kajetan Rozga, pro hac vice, Kent
Michael Roger, Morgan Lewis & Bockius LLP, Lara Elvidge Veblen,
Weil, Gotshal and Manges LLP, pro hac vice, Margaret Anne Keane,
DLA Piper LLP, Martin C. Geagan, Jr., Winston and Strawn LLP, pro
hac vice, Matthew Robert DalSanto, Winston and Strawn LLP, Michelle
Park Chiu, Morgan Lewis & Bockius LLP, Molly Donovan, Winston &
Strawn LLP, Scott A. Stempel, Morgan, Lewis Bockius LLP, pro hac
vice, Sharon D. Mayo, Arnold & Porter LLP, Sofia Arguello, Winston
and Strawn LLP, pro hac vice, Steven A. Reiss, Weil Gotshal &
Manges LLP, Steven Alan Reiss, Weil, Gotshal & Mangesl LLP, Adam C.
Hemlock, Weil Gotshal and Manges LLP & David L. Yohai.
Panasonic Corporation, Defendant, represented by David L. Yohai, A.
Paul Victor, Winston & Strawn LLP, Aldo A. Badini, Winston & Strawn
LLP, Amy Lee Stewart, Rose Law Firm, pro hac vice, Bambo Obaro,
Weil, Gotshal and Manges, Christopher M. Curran, White & Case,
David E. Yolkut, Weil, Gotshal and Manges LLP, pro hac vice, Diana
Arlen Aguilar, Weil, Gotshal and Manges, pro hac vice, Douglas L.
Wald, Eva W. Cole, Winston & Strawn LLP, James F. Lerner, Winston &
Strawn LLP, pro hac vice, Jeffrey L. Kessler, Winston & Strawn LLP,
Jennifer Stewart, Winston and Strawn LLP,John Clayton Everett, Jr.,
Morgan, Lewis & Bockius LLP, pro hac vice, John M. Taladay, Baker
Botts L.L.P., John Selim Tschirgi, Winston and Strawn LLP, pro hac
vice, Jon Vensel Swenson, Baker Botts L.L.P., Kajetan Rozga, pro
hac vice, Kent Michael Roger, Morgan Lewis & Bockius LLP, Kevin B.
Goldstein, Weil, Gotshal and Manges LLP, Lara Elvidge Veblen, Weil,
Gotshal and Manges LLP, pro hac vice, Margaret Anne Keane, DLA
Piper LLP, Marjan Hajibandeh, Weil, Gotshal and Manges LLP, pro hac
vice,Martin C. Geagan, Jr., Winston and Strawn LLP, pro hac vice,
Michelle Park Chiu, Morgan Lewis & Bockius LLP, Molly Donovan,
Winston & Strawn LLP,Molly M. Donovan, Winston & Strawn LLP, pro
hac vice, Ryan Michael Goodland, Weil, Gotshal and Manges LLP, pro
hac vice, Scott A. Stempel, Morgan, Lewis Bockius LLP, pro hac
vice, Sharon D. Mayo, Arnold & Porter LLP, Sofia Arguello, Winston
and Strawn LLP, pro hac vice, Steven A. Reiss, Weil Gotshal &
Manges LLP, pro hac vice, Steven Alan Reiss, Weil, Gotshal &
Mangesl LLP & Adam C. Hemlock, Weil Gotshal and Manges LLP.
Hitachi Displays, Ltd., Defendant, represented by Eliot A. Adelson,
Kirkland & Ellis LLP, Christopher M. Curran, White & Case, Douglas
L. Wald, Ian T. Simmons, O'Melveny & Myers LLP, James Mutchnik, pro
hac vice, Jeffrey L. Kessler, Winston & Strawn LLP, John M.
Taladay, Baker Botts L.L.P., Jon Vensel Swenson, Baker Botts
L.L.P., Katherine Hamilton Wheaton, pro hac vice, Sharon D. Mayo,
Arnold & Porter LLP & Steven Alan Reiss, Weil, Gotshal & Mangesl
LLP.
Hitachi Electronic Devices (USA), Defendant, represented by Eliot
A. Adelson, Kirkland & Ellis LLP, James Mutchnik, Jeffrey L.
Kessler, Winston & Strawn LLP & Katherine Hamilton Wheaton.
Philips da Amazonia Industria Electronica Ltda., ("Philips Brazil")
is a Brazilian company, Defendant, represented by Ethan E. Litwin,
Hughes Hubbard & Reed LLP, Jeffrey L. Kessler, Winston & Strawn LLP
& Jon Vensel Swenson, Baker Botts L.L.P..
Hitachi Electronic Devices (USA), Inc., Defendant, represented by
Adam C. Hemlock, Weil Gotshal and Manges LLP, Barack Shem Echols,
Kirkland Ellis LLP, pro hac vice, Christopher M. Curran, White &
Case, Douglas L. Wald,Eliot A. Adelson, Kirkland & Ellis LLP, James
Mutchnik, Jeffrey L. Kessler, Winston & Strawn LLP, John M.
Taladay, Baker Botts L.L.P., Jon Vensel Swenson, Baker Botts
L.L.P., Katherine Hamilton Wheaton, Sharon D. Mayo, Arnold & Porter
LLP & Steven Alan Reiss, Weil, Gotshal & Mangesl LLP.
Beijing Matsushita Color Crt Company, LTD., Defendant, represented
byAdam C. Hemlock, Weil Gotshal and Manges LLP & Richard Sutton
Snyder, Freshfields Bruckhaus Deringer US LLP.
Hitachi America, Ltd, Defendant, represented by Eliot A. Adelson,
Kirkland & Ellis LLP, Adam C. Hemlock, Weil Gotshal and Manges LLP,
Barack Shem Echols, Kirkland Ellis LLP, pro hac vice, Ian T.
Simmons, O'Melveny & Myers LLP, James Mutchnik, pro hac vice &
Katherine Hamilton Wheaton.
Hitachi Asia, Ltd., Defendant, represented by Eliot A. Adelson,
Kirkland & Ellis LLP, Adam C. Hemlock, Weil Gotshal and Manges LLP,
Christopher M. Curran, White & Case, Douglas L. Wald, Ian T.
Simmons, O'Melveny & Myers LLP, Jeffrey L. Kessler, Winston &
Strawn LLP, John M. Taladay, Baker Botts L.L.P., Jon Vensel
Swenson, Baker Botts L.L.P., Sharon D. Mayo, Arnold & Porter LLP &
Steven Alan Reiss, Weil, Gotshal & Mangesl LLP.
Hitachi Displays, Ltd., Defendant, represented by Eliot A. Adelson,
Kirkland & Ellis LLP, Adam C. Hemlock, Weil Gotshal and Manges LLP,
Barack Shem Echols, Kirkland Ellis LLP, pro hac vice, Christopher
M. Curran, White & Case, Douglas L. Wald, Ian T. Simmons, O'Melveny
& Myers LLP, James Mutchnik, Jeffrey L. Kessler, Winston & Strawn
LLP, John M. Taladay, Baker Botts L.L.P., Jon Vensel Swenson, Baker
Botts L.L.P., Katherine Hamilton Wheaton, Michael W. Scarborough,
Sheppard Mullin Richter & Hampton LLP, Sharon D. Mayo, Arnold &
Porter LLP & Steven Alan Reiss, Weil, Gotshal & Mangesl LLP.
Hitachi Electronic Devices (USA), Defendant, represented by Eliot
A. Adelson, Kirkland & Ellis LLP, Ian T. Simmons, O'Melveny & Myers
LLP,James Mutchnik, pro hac vice, Jeffrey L. Kessler, Winston &
Strawn LLP,Katherine Hamilton Wheaton, pro hac vice & Michael W.
Scarborough, Sheppard Mullin Richter & Hampton LLP.
Hitachi Ltd., Defendant, represented by Eliot A. Adelson, Kirkland
& Ellis LLP, Adam C. Hemlock, Weil Gotshal and Manges LLP, Barack
Shem Echols, Kirkland Ellis LLP, pro hac vice, Christopher M.
Curran, White & Case,Douglas L. Wald, Ian T. Simmons, O'Melveny &
Myers LLP, James Mutchnik, pro hac vice, Jeffrey L. Kessler,
Winston & Strawn LLP, John M. Taladay, Baker Botts L.L.P., Jon
Vensel Swenson, Baker Botts L.L.P.,Katherine Hamilton Wheaton, pro
hac vice, Sharon D. Mayo, Arnold & Porter LLP & Steven Alan Reiss,
Weil, Gotshal & Mangesl LLP.
Koninklijke Philips N.V., "KPNV", Defendant, represented by Adam C.
Hemlock, Weil Gotshal and Manges LLP, Christopher M. Curran, White
& Case, Douglas L. Wald, Jeffrey L. Kessler, Winston & Strawn LLP,
John Clayton Everett, Jr., Morgan, Lewis & Bockius LLP, pro hac
vice, John M. Taladay, Baker Botts L.L.P., Jon Vensel Swenson,
Baker Botts L.L.P., Joseph A. Ostoyich, Howrey LLP, Kent Michael
Roger, Morgan Lewis & Bockius LLP, Michael W. Scarborough, Sheppard
Mullin Richter & Hampton LLP,Michelle Park Chiu, Morgan Lewis &
Bockius LLP, Richard P. Sobiecki, Baker Botts LLP, pro hac vice,
Scott A. Stempel, Morgan, Lewis Bockius LLP, pro hac vice, Sharon
D. Mayo, Arnold & Porter LLP, Steven Alan Reiss, Weil, Gotshal &
Mangesl LLP, Stuart Christopher Plunkett, Baker Botts, Tiffany
Belle Gelott, Baker Botts LLP, pro hac vice, Van H. Beckwith, Baker
Botts L.L.P., pro hac vice & Erik T. Koons, Baker Botts LLP.
LG Electronics USA, Inc., Defendant, represented by Douglas L.
Wald,Miriam Kim, Munger, Tolles & Olson, William David Temko,
Munger, Tolles & Olson LLP, Adam C. Hemlock, Weil Gotshal and
Manges LLP, Cathleen Hamel Hartge, Munger Tolles and Olson LLP,
Esteban Martin Estrada, Munger Tolles and Olson, Gregory J.
Weingart, Munger, Tolles and Olson LLP, Hojoon Hwang, Munger Tolles
& Olson LLP, Ian T. Simmons, O'Melveny & Myers LLP, Jeffrey L.
Kessler, Winston & Strawn LLP, Jerome Cary Roth, Munger Tolles &
Olson LLP, Xiaochin Claire Yan, Munger Tolles and Olson, LLP,
Bethany Woodard Kristovich, Munger Tolles and Olson LLP,Jonathan
Ellis Altman, Munger Tolles and Olson, Laura K. Lin, Munger, Tolles
and Olson LLP & Sharon D. Mayo, Arnold & Porter LLP.
MT Picture Display Co., LTD, Defendant, represented by Adam C.
Hemlock, Weil Gotshal and Manges LLP, David L. Yohai, A. Paul
Victor, Winston & Strawn LLP, Aldo A. Badini, Winston & Strawn LLP,
Amy Lee Stewart, Rose Law Firm, pro hac vice, Bambo Obaro, Weil,
Gotshal and Manges,Christopher M. Curran, White & Case, Diana Arlen
Aguilar, Weil, Gotshal and Manges, pro hac vice, Douglas L. Wald,
Eva W. Cole, Winston & Strawn LLP, James F. Lerner, Winston &
Strawn LLP, pro hac vice, Jeffrey L. Kessler, Winston & Strawn LLP,
Jennifer Stewart, Winston and Strawn LLP,John Clayton Everett, Jr.,
Morgan, Lewis & Bockius LLP, pro hac vice, John M. Taladay, Baker
Botts L.L.P., John Selim Tschirgi, Winston and Strawn LLP, pro hac
vice, Jon Vensel Swenson, Baker Botts L.L.P., Kent Michael Roger,
Morgan Lewis & Bockius LLP, Kevin B. Goldstein, Weil, Gotshal and
Manges LLP, Lara Elvidge Veblen, Weil, Gotshal and Manges LLP, pro
hac vice, Marjan Hajibandeh, Weil, Gotshal and Manges LLP, pro hac
vice,Martin C. Geagan, Jr., Winston and Strawn LLP, pro hac vice,
Michael W. Scarborough, Sheppard Mullin Richter & Hampton LLP,
Michelle Park Chiu, Morgan Lewis & Bockius LLP, Molly Donovan,
Winston & Strawn LLP, Molly M. Donovan, Dewey & LeBoeuf LLP, Ryan
Michael Goodland, Weil, Gotshal and Manges LLP, pro hac vice, Scott
A. Stempel, Morgan, Lewis Bockius LLP, pro hac vice, Sharon D.
Mayo, Arnold & Porter LLP, Sofia Arguello, Winston and Strawn LLP,
pro hac vice & Steven Alan Reiss, Weil, Gotshal & Mangesl LLP.
Panasonic Corporation, Defendant, represented by David L. Yohai,
Adam C. Hemlock, Weil Gotshal and Manges LLP, Amy Lee Stewart, Rose
Law Firm, pro hac vice, Bambo Obaro, Weil, Gotshal and Manges,
Christopher M. Curran, White & Case, Douglas L. Wald, Eva W. Cole,
Winston & Strawn LLP,Jeffrey L. Kessler, Winston & Strawn LLP,
Jennifer Stewart, Winston and Strawn LLP, John Clayton Everett,
Jr., Morgan, Lewis & Bockius LLP, pro hac vice, John M. Taladay,
Baker Botts L.L.P., Jon Vensel Swenson, Baker Botts L.L.P., Kent
Michael Roger, Morgan Lewis & Bockius LLP, Martin C. Geagan, Jr.,
Winston and Strawn LLP, pro hac vice, Matthew Robert DalSanto,
Winston and Strawn LLP, Michael W. Scarborough, Sheppard Mullin
Richter & Hampton LLP, Michelle Park Chiu, Morgan Lewis & Bockius
LLP, Molly Donovan, Winston & Strawn LLP, Scott A. Stempel, Morgan,
Lewis Bockius LLP, pro hac vice, Sharon D. Mayo, Arnold & Porter
LLP, Sofia Arguello, Winston and Strawn LLP, pro hac vice & Steven
Alan Reiss, Weil, Gotshal & Mangesl LLP.
Panasonic Corporation of North America, Defendant, represented by
David L. Yohai, Amy Lee Stewart, Rose Law Firm, pro hac vice, Bambo
Obaro, Weil, Gotshal and Manges, Christopher M. Curran, White &
Case, Diana Arlen Aguilar, Weil, Gotshal and Manges, pro hac vice,
Douglas L. Wald,James F. Lerner, Winston & Strawn LLP, pro hac
vice, Jeffrey L. Kessler, Winston & Strawn LLP, Jennifer Stewart,
Winston and Strawn LLP, John Clayton Everett, Jr., Morgan, Lewis &
Bockius LLP, pro hac vice, John M. Taladay, Baker Botts L.L.P., Jon
Vensel Swenson, Baker Botts L.L.P., Kent Michael Roger, Morgan
Lewis & Bockius LLP, Lara Elvidge Veblen, Weil, Gotshal and Manges
LLP, pro hac vice, Martin C. Geagan, Jr., Winston and Strawn LLP,
pro hac vice, Michael W. Scarborough, Sheppard Mullin Richter &
Hampton LLP, Michelle Park Chiu, Morgan Lewis & Bockius LLP, Scott
A. Stempel, Morgan, Lewis Bockius LLP, pro hac vice, Sharon D.
Mayo, Arnold & Porter LLP, Sofia Arguello, Winston and Strawn LLP,
pro hac vice &Steven Alan Reiss, Weil, Gotshal & Mangesl LLP.
Philips Electronics Industries (Taiwan), Ltd., Defendant,
represented by Jon Vensel Swenson, Baker Botts L.L.P..
Philips Electronics North America, Defendant, represented by Jon
Vensel Swenson, Baker Botts L.L.P., John M. Taladay, Baker Botts
L.L.P., Joseph A. Ostoyich, Howrey LLP & Erik T. Koons, Baker Botts
LLP.
Philips da Amazonia Industria Electronica Ltda., Defendant,
represented byJon Vensel Swenson, Baker Botts L.L.P..
Samsung Electronics America, Inc., Defendant, represented by David
Kendall Roberts, O'Melveny and Myers LLP, Kent Michael Roger,
Morgan Lewis & Bockius LLP & James Landon McGinnis, Sheppard Mullin
Richter & Hampton LLP.
Samsung Electronics Co., Ltd, Defendant, represented by Ian T.
Simmons, O'Melveny & Myers LLP, Kent Michael Roger, Morgan Lewis &
Bockius LLP & Michael W. Scarborough, Sheppard Mullin Richter &
Hampton LLP.
Samtel Color, Ltd., Defendant, represented by William Diaz,
McDermott Will & Emery LLP.
Toshiba America Consumer Products, Inc., Defendant, represented by
Kent Michael Roger, Morgan Lewis & Bockius LLP, Samuel J. Sharp,
pro hac vice & William H. Bave, III, pro hac vice.
Mitsubishi Electric Corporation, Defendant, represented by Brent
Caslin, Jenner & Block LLP, Terrence Joseph Truax, Jenner & Block
LLC, Adam C. Hemlock, Weil Gotshal and Manges LLP, Charles B.
Sklarsky, Jenner and Block, LLP, pro hac vice, Gabriel A. Fuentes,
Jenner & Block, LLP, Harold A. Barza, Quinn Emanuel Urquhart &
Sullivan, LLP, Jory M. Hoffman, Jenney & Block LLP, pro hac vice,
Kevin Yoshiwo Teruya, Quinn Emanuel Urquhart and Sullivan LLP,
Michael T. Brody, Jenner & Block LLP, Ryan Seth Goldstein, Quinn
Emanuel Urquhart & Sullivan LLP & Shaun M. Van Horn, Jenner And
Block LLP.
Thomson Consumer Electronics, Inc., Defendant, represented by
Calvin L. Litsey, Faegre Baker Daniels LLP, pro hac vice, Adam C.
Hemlock, Weil Gotshal and Manges LLP, Anna Marie Konradi, Faegre
Baker Daniels LLP, pro hac vice, Emily E. Chow, Faegre Baker
Daniels LLP, pro hac vice, Jeffrey Scott Roberts, Faegre Baker
Daniels, pro hac vice, Kathy L. Osborn, Faegre Baker Daniels LLP,
pro hac vice & Ryan M. Hurley.
Thomson S.A., Defendant, represented by Calvin L. Litsey, Faegre
Baker Daniels LLP, Adam C. Hemlock, Weil Gotshal and Manges LLP,
Anna Marie Konradi, Faegre Baker Daniels LLP, pro hac vice, Calvin
L. Litsey, Faegre Baker Daniels LLP, pro hac vice, Emily E. Chow,
Faegre Baker Daniels LLP, pro hac vice, Jason de Bretteville,
Stradling Yocca Carlson & Rauth, Jeffrey Scott Roberts, Faegre
Baker Daniels, pro hac vice, Kathy L. Osborn, Faegre Baker Daniels
LLP, pro hac vice & Ryan M. Hurley.
Koninklijke Philips Electronics N.V., Defendant, represented by
Erik T. Koons, Baker Botts LLP, Jon Vensel Swenson, Baker Botts
L.L.P., Adam C. Hemlock, Weil Gotshal and Manges LLP & Jeffrey L.
Kessler, Winston & Strawn LLP.
Mitsubishi Electric Visual Solutions America, Inc, Defendant,
represented byTerrence Joseph Truax, Jenner & Block LLC, Adam C.
Hemlock, Weil Gotshal and Manges LLP, Charles B. Sklarsky, Jenner
and Block, LLP, Gabriel A. Fuentes, Jenner & Block, LLP, Harold A.
Barza, Quinn Emanuel Urquhart & Sullivan, LLP, Jory M. Hoffman,
Kevin Yoshiwo Teruya, Quinn Emanuel Urquhart and Sullivan LLP,
Michael T. Brody, Jenner & Block LLP, Ryan Seth Goldstein, Quinn
Emanuel Urquhart & Sullivan LLP & Shaun M. Van Horn, Jenner And
Block LLP.
Philips Taiwan Limited, Defendant, represented by Erik T. Koons,
Baker Botts LLP, pro hac vice, Adam C. Hemlock, Weil Gotshal and
Manges LLP,John M. Taladay, Baker Botts L.L.P., pro hac vice, Jon
Vensel Swenson, Baker Botts L.L.P., pro hac vice, Joseph A.
Ostoyich, Howrey LLP, pro hac vice, Stuart Christopher Plunkett,
Baker Botts & Tiffany Belle Gelott, Baker Botts LLP.
Philips do Brasil Ltda., Defendant, represented by Erik T. Koons,
Baker Botts LLP, pro hac vice, Adam C. Hemlock, Weil Gotshal and
Manges LLP,John M. Taladay, Baker Botts L.L.P., pro hac vice, Jon
Vensel Swenson, Baker Botts L.L.P., pro hac vice, Joseph A.
Ostoyich, Howrey LLP, pro hac vice, Stuart Christopher Plunkett,
Baker Botts & Tiffany Belle Gelott, Baker Botts LLP.
Mitsubishi Electric US, Inc., Defendant, represented by Michael T.
Brody, Jenner & Block LLP, Adam C. Hemlock, Weil Gotshal and Manges
LLP,Charles B. Sklarsky, Jenner and Block, LLP, Gabriel A. Fuentes,
Jenner & Block, LLP, Harold A. Barza, Quinn Emanuel Urquhart &
Sullivan, LLP, Jory M. Hoffman, Jenney & Block LLP, Kevin Yoshiwo
Teruya, Quinn Emanuel Urquhart and Sullivan LLP & Terrence Joseph
Truax, Jenner & Block LLC.
Mitsubishi Digital Electronics Americas, Inc., Interested Party,
represented by Brent Caslin, Jenner & Block LLP, Michael T. Brody,
Jenner & Block LLP, pro hac vice & Terrence Joseph Truax, Jenner &
Block LLC.
Mitsubishi Electric & Electronics USA, Inc., Interested Party,
represented byBrent Caslin, Jenner & Block LLP, Gabriel A. Fuentes,
Jenner & Block, LLP,Michael T. Brody, Jenner & Block LLP, pro hac
vice, Ryan Seth Goldstein, Quinn Emanuel Urquhart & Sullivan LLP,
Shaun M. Van Horn, Jenner And Block LLP & Terrence Joseph Truax,
Jenner & Block LLC.
State of California, Interested Party, represented by Emilio Eugene
Varanini, IV, State Attorney General's Office & Paul Andrew Moore,
Attorney at Law.
Newegg Inc., Interested Party, represented by Gordon M. Fauth, Jr.,
Litigation Law Group.
Atty for Non-Party Pillsbury Winthrop Shaw Pittman LLP, Interested
Party, represented by Dianne L. Sweeney, Pillsbury Winthrop Shaw
Pittman LLP.
Sean Hull, Individual, Objector, represented by Joseph Darrell
Palmer.
Sean Hull, Objector, represented by Timothy Ricardo Hanigan, Lang
Hanigan & Carvalho, LLP.
Gordon Morgan, Objector, represented by Timothy Ricardo Hanigan,
Lang Hanigan & Carvalho, LLP.
Douglas W. St. John, Objector, represented by Andrea Marie Valdez,
Andrea Valdez, Esq. & Joseph Scott St. John.
Dan L. Williams & Co., Objector, represented by Paul Brian Justi,
Law Offices of Paul B. Justi.
John Finn, Steve A. Miller, P.C. 1625 Larimer St. No. 2905 Denver,
CO 80202 303-892-9933, Objector, represented by Steve A. Miller,
Steve A. Miller, P.C..
Laura Fortman, Steve A. Miller, P.C. 1625 Larimer St. No. 2905
Denver, CO 80202 303-892-9933, Objector, represented by Steve A.
Miller, Steve A. Miller, P.C..
Rockhurst University, Objector, represented by Jill Tan Lin,
Attorney at Law & Theresa Driscoll Moore, Alioto Law Firm.
Gary Talewsky, Objector, represented by Jill Tan Lin, Attorney at
Law &Theresa Driscoll Moore, Alioto Law Firm.
Harry Garavanian, Objector, represented by Jill Tan Lin, Attorney
at Law &Theresa Driscoll Moore, Alioto Law Firm.
Paul Palmer, Individual, Objector, represented by Joseph Darrell
Palmer.
Donnie Clifton, Objector, represented by Jan Leigh Westfall, Law
Offices of Jan Westfall.
Josie Saik, Objector, represented by George Cochran.
Douglas A. Kelley, as Chapter 11 Trustee for Petters Company, Inc.
and related entities, and as Receiver for Petters Company, LLC and
related entities, Miscellaneous, represented by Philip J. Iovieno,
Boies, Schiller & Flexner LLP & William A. Isaacson, Boies Schiller
& Flexner.
John R. Stoebner, as Chatper 7 Trustee for PBE Consumer
Electronics, LLC and related entities, Miscellaneous, represented
by Philip J. Iovieno, Boies, Schiller & Flexner LLP & William A.
Isaacson, Boies Schiller & Flexner.
State of Connecticut, George Jepsen, Connecticut Attorney General,
Miscellaneous, represented by Gary Becker, Attorney General of
Connecticut.
Commonwealth of Massachusetts, Maura Healey, Attorney General of
Massachusetts, Miscellaneous, represented by Matthew Mark Lyons,
Office of the Attorney General of Massachusetts.
State of Illinois, Intervenor, represented by Blake Lee Harrop,
Office of the Attorney General & Chadwick Oliver Brooker, Office of
the Illinois Attorney General.
State of Oregon, Intervenor, represented by Tim David Nord, Oregon
Department of Justice.
LIGHT TOWER: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Light Tower Rentals, Inc. 16-34284
2330 E I-20 S Service Rd.
Odessa, TX 79766
LTR Investco, Inc. 16-34285
LTR Holdco, Inc. 16-34286
LTR Shelters, Inc. 16-34287
Type of Business: Equipment Rental and Services Company
Chapter 11 Petition Date: August 30, 2016
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. David R Jones
Debtors' Counsel: Patricia B. Tomasco, Esq.
Matthew D. Cavenaugh, Esq.
Jennifer F. Wertz, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, Texas 77010
Tel: (713) 752-4200
Fax: (713) 752-4221
E-mail: ptomasco@jw.com
mcavenaugh@jw.com
jwertz@jw.com
- and -
Philip M. Abelson, Esq.
Ehud Barak, Esq.
PROSKAUER ROSE LLP
Eleven Times Square
New York, New York 10036
Tel: (212) 969-3000
Fax: (212) 969-2900
E-mail: pabelson@proskauer.com
ebarak@proskauer.com
Debtors'
Financial
Advisor: ZOLFO COOPER, LLC
Debtors'
Notice
& Claims
Agent: PRIME CLERK LLC
Estimated Assets: $100 million to $500 million
Estimated Debt: $100 million to $500 million
The petitions were signed by Kieth Muncy, chief financial officer.
Debtors' List of 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
ZTR Control Systems LLC Trade Debt $78,114
Email: ekrainz@ztr.com
A & I Distributors Trade Debt $28,876
Email: lisa.sandau.aidistributors@gmail.com
American Express Trade Debt $26,045
Taylor Power Systems, Inc. Trade Debt $26,647
Email: lhenderson@taylorbigred.com
White Shark Energy ENERGY LLC Trade Debt $22,662
Email: whitesharkenergy@gmail.com
Internal Revenue Service Tax $19,900
Quadrem Netherlands BV Trade Debt $19,671
Weaver and Tidwell, LLP Professional $17,046
Email: chad.valentine@weaver.com Services
ASCO Nathan Swindle Trade Debt $16,504
Email: Nate@ASCOEQ.com
Estrada Welding Trade Debt $15,524
Email: estradaweldingatt.net
Baeza Trucking & Hot Shot Services Trade Debt $15,164
Email: baeza_trucking@yahoo.com
H & D Trucking Trade Debt $14,969
Email: hdtrucking7@gmail.com
Malloy Electric Trade Debt $13,589
Email: Malloyar@Malloyelectric.com
Inland Tarp and Liner Trade Debt $12,506
Email: dianag@inlandtarp.com
Unifirst Corporation Trade Debt $12,482
Email: ar@unifirst.com
Eagle 731 Trucking, LLC Trade Debt $10,872
Permian Trucking & Rentals Trade Debt $9,928
Email: khill@permiantrucking.net
Sierra Hamilton LLC Trade Debt $9,144
Email: tloula@sierra‐hamilton.com
Strasburger & Price, LLP Trade Debt $8,785
Email: luke.bailey@strasburger.com
Z‐Tek Construction Trade Debt
$8,617
Email: Czuniga@Valornet.com
Rick Browning, Atty at Law, PC Professional $8,306
Email: rbrowning@cableone.net Services
Dooley Enterprises Trade Debt $6,500
Email: oilpans@dooleyenterprises.com
Reliant Energy Trade Debt $6,133
Frac Tank Supply Trade Debt $5,926
Email: lprucka@aol.com
Continental Battery CO Trade Debt $5,871
Email: dnelson@continentalbattery.com
AT&T Trade Debt $5,716
Hampel Oil Distributors Trade Debt $5,146
RJB Hauling Trade Debt $4,907
Email: rachel.rjbhauling@gmail.com
B‐Line Filter & Supply, Inc. Trade Debt
$4,794
Email: Thudson@Blinefilter.com
United Rentals, Inc. Trade Debt $4,791
Email: ach@ur.com
LIGHT TOWER: Files Chapter 11 Petition & Joint Prepackaged Plan
---------------------------------------------------------------
BankruptcyData.com reported that Light Tower Rentals and three
affiliated Debtors filed for Chapter 11 protection with the U.S.
Bankruptcy Court in the Southern District of Texas, Lead Case No.
16-34284 (LTR Holdco). The Company, which provides natural gas
generator rental services for drilling rigs, is represented by
Patricia Tomasco of Jackson Walker.
According to the report, on Aug. 8, 2016, Light Tower Rentals
entered into a restructuring support agreement (RSA) with certain
holders of the Company's debt and equity. The terms of the
agreement provide for a substantial deleveraging of the Company's
balance sheet by converting approximately $330 million of its bond
debt into $30 million of new bond debt and new common equity. The
new common equity will be owned by the holders of the Company's new
and existing bond debt.
BankruptcyData.com added that concurrent with the petition, the
Company also filed with the Court a Joint Prepackaged Plan of
Reorganization and related Disclosure Statement. According to the
Disclosure Statement, "The Debtors believe that LTR's core
strengths, the durability of its business model, including the
experience of its executive management team, the strategic location
of its assets, and its ability to pursue growth opportunities, will
allow it to implement the balance-sheet restructuring contemplated
by the RSA and the Plan and therefore ensure their long-term
viability." The Disclosure Statement continues, "On the Effective
Date, Reorganized LTR shall issue new secured notes, guaranteed by
each of its subsidiaries (except for any immaterial subsidiaries,
consistent with the LTR Indenture) and its parent company (which
shall be a subsidiary of New LTR Holdings), in the aggregate
principal amount of $30 million, (i) bearing interest at 10% per
annum, payable in cash or in kind at the option of the Reorganized
LTR for the period commencing on the Effective Date and ending on
the third anniversary thereof, and payable solely in cash
thereafter, (ii) maturing on the fifth anniversary of the Effective
Date, (iii) being callable (a) prior to the second anniversary of
the Effective Date at a price equal to 101% of the aggregate
principal amount outstanding, (b) during the period commencing on
the second anniversary of the Effective Date through the day prior
to the third anniversary of the Effective Date at a price equal to
106.75% of the aggregate principal amount outstanding, (c) during
the period commencing on the third anniversary of the Effective
Date through the day prior to the fourth anniversary of the
Effective Date at a price equal to 104.50% of the aggregate
principal amount outstanding, and (d) at a price equal to 100% of
the aggregate outstanding amount from the fourth anniversary of the
Effective Date and thereafter, and (iv) containing terms and
covenants substantially similar to those under the LTR Indenture,
with such modifications acceptable to the Required Consenting
Noteholders."
LONESTAR RESOURCES: Moody's Affirms Caa2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service changed Lonestar Resources America Inc.'s
(Lonestar) Probability of Default Rating (PDR) to Caa2-PD/LD, and
affirmed the Caa2 Corporate Family Rating (CFR) and the Caa3 rating
on the unsecured notes due 2019. Moody's also affirmed the SGL-4
Speculative Grade Liquidity Rating. The rating outlook is
negative.
Moody's appended the PDR with a "/LD" designation, indicating
limited default, following Lonestar's disclosure that it
repurchased $48.4 million of unsecured notes at significant
discounts to par, using proceeds from the issuance of $25 million
of second lien secured notes. Moody's considers the transaction a
distressed exchange, which is a default under Moody's definition.
The "/LD" designation will be removed after three business days.
"Lonestar's debt repurchases have reduced its debt balances by
approximately $23 million, but the company remains highly levered,"
stated James Wilkins, Moody's Vice President.
The following summarizes the ratings.
Issuer: Lonestar Resources America Inc.
Ratings Affirmed:
-- Probability of Default Rating, Affirmed at Caa2-PD/LD (/LD
appended)
-- Corporate Family Rating, Affirmed at Caa2
-- Senior Unsecured Notes due 2019, Affirmed at Caa3 (LGD5)
-- Speculative Grade Liquidity Rating, SGL-4
Outlook:
-- Outlook, Remains Negative
RATINGS RATIONALE
Lonestar's Caa2 CFR reflects the expected weakening in its credit
metrics in 2017 and its high leverage. Crude oil, which accounted
for about 60% of second quarter 2016 production, is favorably
hedged in 2016 with an average floor price of $70, but hedged
volumes will fall to less than 40% of expected 2017 production,
limiting cash flow generation. The resulting deterioration in
credit metrics will see leverage increasing and retained cash flow
(RCF) to debt falling below 10%, at Moody's price estimates
($45/bbl WTI oil and $2.50/mmbtu natural gas in 2017). Lonestar
faces a steep interest burden of $9-10 per barrel of oil equivalent
(boe), restricting its ability to improve cash flows. The CFR also
reflects Lonestar's limited operating history and small-scale
operations from highly undeveloped acreage, which limits its
operational flexibility. Production averaged 6.6 mboe per day in
second quarter 2016. Proved undeveloped (PUD) reserves made up
two-thirds of total proved reserves of 40.2 mmboe at year-end
2015.
Lonestar's SGL-4 Speculative Grade Liquidity Rating reflects weak
liquidity through 2017. The company had $5.1 million of balance
sheet cash as of 30 June 2016, and $20.5 million of available
borrowing capacity under its $120 million borrowing base revolver.
In the May 2016 redetermination, the borrowing base was cut to $120
million from $180 million. Despite cutting capital spending in
order to live within cash flows, Moody's expects Lonestar to remain
reliant on the revolver through 2017. Lonestar has a joint
development agreement with IOG Capital that provides some relief,
helping to reduce capital spending and conserve liquidity while
allowing Lonestar to continue to develop its reserves. The
revolving credit facility has two financial covenants -- a maximum
leverage covenant, which was modified in a July 2016 amendment, and
a minimum current ratio of 1x. The maximum leverage covenant
requires that total debt/EBITDAX be no greater than 4.5x in third
quarter 2016, stepping down by 0.25x per quarter through first
quarter 2017 to 4x, where it will remain. Moody's believes that it
is likely that Lonestar will not be able to maintain compliance
with the leverage covenant in late 2017 when hedges on crude oil
production volumes decline. The company's next debt maturity is the
revolving credit facility that matures in October 2018.
Lonestar's unsecured notes are rated Caa3, one notch below the Caa2
CFR under Moody's Loss Given Default Methodology, reflecting the
more senior priority claims to the company's assets of both the
first lien revolving credit facility and second lien secured
notes.
The negative outlook reflects Lonestar's weak liquidity, potential
volatility of cash flows and limited financial and operational
flexibility. The ratings could be downgraded if liquidity further
deteriorates. An upgrade could be considered if Lonestar is
expected to maintain liquidity above $35 million and a retained
cash flow to debt ratio over 10% on a sustained basis through
2017.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
Lonestar Resources America Inc., headquartered in Fort Worth,
Texas, is an independent exploration and production company with
operations primarily focused on the Eagle Ford Shale.
MAGNETATION LLC: AK Steel to Contribute $37.5M Under Settlement
---------------------------------------------------------------
BankruptcyData.com reported that according to documents filed with
the U.S. Securities and Exchange Commission (SEC), AK Steel entered
into a global settlement agreement with Magnetation and its
affiliates and JPMorgan Chase Bank, Associated Bank and BMO Harris
Bank (as lenders under revolving credit facility) to terminate the
iron ore pellet off-take agreement between Magnetation and AK Steel
and to wind down Magnetation's business. Among other terms of the
agreement, following U.S. Bankruptcy Court approval of the
transaction, AK Steel has agreed to make a cash contribution of
$37.5 million to Magnetation's Chapter 11 estate. AK Steel's
off-take agreement with Magnetation will terminate, and AK Steel
will cease purchasing iron ore pellets from Magnetation. This is
expected to occur on or about Sept. 30, 2016. Under the terms of
the agreement, AK Steel is not obligated to make its $37.5 million
payment until certain conditions are fulfilled, including Court
approval of the settlement and termination of the off-take
agreement with Magnetation. The agreement also provides that AK
Steel's net payment may be partially offset based on certain
factors, including the amount of proceeds generated from the
eventual sale and/or liquidation of Magnetation's plant, property
and equipment and other assets. In addition, Magnetation may
terminate the agreement if Magnetation receives a bona fide
proposal for an alternative transaction that provides for a higher
or better economic recovery to the Magnetation bankruptcy estate if
Magnetation reasonably believes in good faith that such alternative
transaction can be consummated in accordance with the U.S.
Bankruptcy Code and other applicable law.
About Magnetation LLC
Magnetation LLC -- http://www.magnetation.com/-- is a joint
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9%
owner).
Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings
basins.
Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.
Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth,
Minnesota, on May 5, 2015, after reaching a deal with secured
noteholders on a balance sheet restructuring. The cases are
assigned to Chief Judge Gregory F Kishel.
The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra,
Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone
Advisory Partners LP as financial advisor; and Donlin, Recano &
Company, Inc., as the claims agent.
The U.S. Trustee for Region 12 appointed three creditors of
Magnetation LLC to serve on an official committee of unsecured
creditors.
MAGNETATION LLC: To Cease Operations by Oct. 14 Under Global Deal
-----------------------------------------------------------------
BankruptcyData.com reported that Magnetation LLC filed with the
U.S. Bankruptcy Court joint combined motion and memorandum of law
and an order for (i) approving global settlement agreement, (ii)
authorizing the Debtors to wind down their business, (iii)
authorizing the Debtors to transfer certain assets, (iv) approving
wind-down incentive and retention plan, (v) approving asset sale
procedures, (vi) approving abandonment procedures, (vii) approving
contract rejection procedures and (viii) waiving compliance with
Local Rule 9013-2(a). The motion explains, "The Settlement
Agreement contemplates that the Debtors will cease all remaining
operations on or prior to October 14, 2016. In accordance with the
Settlement Agreement, until such time, the Debtors will operate to
expeditiously convert all iron ore concentrate inventory into iron
ore pellets to be sold to AK Steel in order to minimize the
remaining iron ore concentrate inventory to the maximum extent
possible. The Debtors will then focus on liquidating their
Remaining Assets, investigating causes of action for the benefit of
their estates and reconciling claims. The Debtors will work to
minimize costs and claims in an effort to maximize value. The
Wind-down will be financed through cash on hand (including the
Wind-Down Funding Amount provided by the Prepetition Revolving
Lenders and AK Steel), proceeds from the sale of the Debtors'
Remaining Assets (after applicable distributions to the Prepetition
Revolving Lenders and AK Steel pursuant to the Settlement Agreement
and the Debtors' secured creditors on account of their liens on
such Remaining Assets), if any, and proceeds from Avoidance Actions
(as defined in the DIP Motion). The primary purpose of the
Wind-down is to maximize the value of the Debtors' assets. To
accomplish this objective, it is imperative that the Debtors have
the ability to retain and appropriately motivate certain employees
to effectively and timely implement and manage the Wind-down in
order to maximize value for their estates and stakeholders.
Accordingly, in order to incentivize certain members of senior
management and certain non-insider management-level employees, the
Debtors are proposing an incentive plan (the 'Wind-down Incentive
Plan') that provides for payments based on specific performance
metrics, including (1) achieving the Maximum Effective Date
Payment, (2) monetizing the Remaining Assets and (3) controlling
the costs of the Wind-down. The maximum amount expected to be paid
to any one employee under the Wind-down Incentive Plan is
approximately $135,000. Additionally, in order to induce
non-insider Wind-down Employees to remain with the Debtors as
needed during the Wind-down, the Debtors propose to provide such
employees with a one-time retention payment of $10,000 to $60,000
(the "Wind-down Retention Plan"). The total cost of the Wind-down
Incentive and Retention Plan is approximately $1.2 million." The
motion continues, "Accordingly, the Debtors submit that, to the
extent the Debtors determine a sale of a Remaining Asset cannot be
consummated at a price greater than the costs of sale, such
Remaining Asset may be abandoned."
About Magnetation LLC
Magnetation LLC -- http://www.magnetation.com/-- is a joint
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9%
owner).
Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings
basins.
Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.
Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth,
Minnesota, on May 5, 2015, after reaching a deal with secured
noteholders on a balance sheet restructuring. The cases are
assigned to Chief Judge Gregory F Kishel.
The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra,
Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone
Advisory Partners LP as financial advisor; and Donlin, Recano &
Company, Inc., as the claims agent.
The U.S. Trustee for Region 12 appointed three creditors of
Magnetation LLC to serve on an official committee of unsecured
creditors.
ME BARS: Unsecureds to Recover 5% Under Plan
--------------------------------------------
Me Bars and Restaurants LLC filed with the U.S. Bankruptcy Court
for the District of Puerto Rico a disclosure statement dated Aug.
12, 2016, describing the Debtor's Chapter 11 plan.
Under the Plan, holders of general unsecured claims classified as
Class 3 will receive a distribution of 5% of its allowed claims, to
be distributed pro rata as follows: $200 per month for 60 months
from the effective date. General unsecured claims total
$178,832.72. The Plan will distribute $10,492 pro rata among all
unsecured creditors from the effective date of the Plan in monthly
installments. The payment includes a 5% present rate interest per
annum, for a total payout of $12,000.
Payments and distributions under the Plan will be funded from the
Debtor's post-petition income from the operation of the business.
The Disclosure Statement is available at:
http://bankrupt.com/misc/prb16-01663-74.pdf
Me Bars and Restaurants LLC filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 16-01663) on March 1, 2016.
Modesto Bigas Mendez, Esq., at Bigas & Bigas serves as the Debtor's
bankruptcy counsel.
MEDIASHIFT INC: Seeks Dismissal of Chapter 11 Cases
---------------------------------------------------
BankruptcyData.com reported that MediaShift filed with the U.S.
Bankruptcy Court a motion for an order (1) authorizing and
directing the distribution of funds of the estates to creditors and
(2) dismissing the Debtors' Chapter 11 bankruptcy cases. The
motion explains, "The Debtors submit that 'cause' exists for the
relief requested in the Motion because, (a) the Court-approved sale
of substantially all of the Debtors (the 'Asset Sale') only
generated net proceeds sufficient to make a pro rata distribution
on administrative claims, (b) after the Asset Sale, the Debtors'
remaining assets consisted of the net proceeds from the Asset Sale,
and other cash held by counsel in trust for the Debtors, and
certain litigation claims, (c) after an extensive investigation by
the Official Committee of Unsecured Creditors (the 'Committee') of
alleged potential litigation claims against certain of the Debtors'
current and former directors and officers (the 'D&O Claims'), the
Committee informed the Debtors that the Committee did not believe
that any viable, cost-effective D&O claims existed, (d) the Debtors
are unaware of any other viable, cost effective litigation claims
that exist that would result in a net benefit to the estates,
particularly after considering fees and expenses that would be
incurred in pursuing litigation claims and the additional costs of
administration that would be incurred while such claims were
pursued, and, therefore, (e) no further purposes would be served by
prolonging the Cases and seeking confirmation of a liquidating plan
other than to diminish the pro rata distribution to be made to
administrative creditors, which would prejudice such creditors, and
(f) likewise, converting the Debtors' Cases to Chapter 7 would also
prejudice administrative creditors by adding a layer of additional
Chapter 7 administrative claims further reducing the current
projected pro rata distribution on the allowed administrative
claims set forth in the Distribution Chart, and (2) in addition to
the foregoing facts supporting dismissal, the Committee has advised
the Debtors that it has no objection to the dismissal of the
Debtors' Cases and the related disbursement of remaining funds
requested pursuant to the Motion, which weighs heavily in favor of
granting such relief." The Court scheduled a September 20, 2016
hearing to consider the motion.
About MediaShift, Inc.
MediaShift, Inc., is a digital advertising technology company. The
Company, through its subsidiaries offers operators of private
internet networks to monetize their audiences through distributed
ad technology platforms and across multiple devices.
MediaShift, Inc., and Ad-Vantage Networks, Inc., filed Chapter 11
bankruptcy petitions (Bankr. C.D. Cal. Lead Case No. 15-25024) on
Sept. 30, 2015. Rick Baran, the president, signed the petitions.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.
The Debtors have engaged Levene, Neale, Bender, Yoo & Brill L.L.P,
as counsel; Houlihan Lokey Capital, Inc. as financial advisor and
investment banker.
Judge Sandra R. Klein is assigned to the cases.
The Office of the U.S. Trustee appointed four creditors to the
official committee of unsecured creditors. Danning, Gill, Diamond
& Kollitz, LLP, represents the committee.
MESA MARKETPLACE: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: Mesa Marketplace Center LLC
dba Mesa Marketplace Center
1440 S. Country Club Dr Suite 20
Mesa, AZ 85210
Case No.: 16-10094
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: August 31, 2016
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Scott H. Gan
Debtor's Counsel: Kelly G. Black, Esq.
KELLY G. BLACK, PLC
1152 E Greenway St, Ste 4
Mesa, AZ 85203-4360
Tel: 480-639-6719
Fax: 480-639-6819
E-mail: kgb@kellygblacklaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kenny Eng, manager.
A copy of the Debtor's list of two unsecured creditors is available
for free at http://bankrupt.com/misc/azb16-10094.pdf
MICHAEL LANDRY: Proposes $250 Quarterly Payment to Unsecureds
-------------------------------------------------------------
Michael Landry and Tracey J. Landry filed a combined Plan and
Disclosure Statement, outlining their proposed payment schedule to
their creditors.
The Debtor proposes to pay $250 per quarter to General Unsecured
Claims. This will amount to payments of $5,000 over the course of
the plan. According to the Disclosure Statement, the payment
proposed to unsecured creditors exceeds the liquidation value and
amounts to a 6% distribution.
The Debtor estimates that the outstanding general unsecured
creditors' claims total approximately $82,000.
A full-text copy of the Fourth Amended Plan and Disclosure
Statement dated August 10, 2016 is available at
https://is.gd/VzqrOO
About The Landrys
Michael Landry and Tracey J. Landry filed a Chapter 11 petition
(Bankr. W.D. La. Case No. 15-50202), on February 25, 2015.
The Bankruptcy Court approved the application of William Vidrine,
with Vidrine & Vidrine, PLLC, as general counsel for the Debtors.
MOLYCORP INC: Confirms Joint Amended Plan, Exits Chapter 11
-----------------------------------------------------------
Molycorp, Inc., together with certain of its affiliates, on Aug. 31
reported that its confirmed Fourth Joint Amended Plan of
Reorganization ("the Plan") became effective as of August 31, 2016.
Molycorp, Inc. has emerged from Chapter 11 protection.
With its state-of-the-art processing and manufacturing facilities,
the newly reorganized business, now known as Neo Performance
Materials (or the "Business"), produces some of the highest
performance rare earth and rare metal-based engineered materials in
the world according to customers' most challenging product
specifications. The Business is organized along three business
segments: Neo Chemicals and Oxides, Neo Magnequench, and Neo Rare
Metals. The Business operates globally with sales and production
across 10 countries, including Japan, China, Thailand, Estonia,
Singapore, Germany, United Kingdom, Canada, United States, and
South Korea.
Neo Performance Materials is a privately held company with
executive offices in Toronto, Canada and is composed of a number of
operating subsidiaries organized under a holding company based in
the Cayman Islands. It is led by the prior management team under
Geoff Bedford, President and CEO, who together with the former
chairman of the board, Constantine Karayannopoulos, will serve as
members of the board. The other members of this board include:
Brook Hinchman; Edgar Lee; Emily Stephens; Nick Basso; Robert
LaRoche; Eric Noyrez and Jonathan Foster.
Shares of common stock of former Molycorp, Inc. are no longer
available for trading on a public exchange. Previous shares of
common stock have been canceled with no distribution to the
holders.
With its strengthened capital structure, Neo Performance Materials
intends to deepen its client partnerships in advanced material
technology and innovation.
"[Wednes]day marks a new beginning for this truly innovative and
adaptive company," Mr. Bedford said. "We emerge with a strong
financial foundation under a new brand that speaks to our continued
focus on performance and innovation. We have a commonality with
the funds managed by Oaktree Capital Management, L.P. ("Oaktree"),
an affiliate of which is our largest shareholder, in a shared
vision and commitment to our customers with the goal of long-term
growth and value creation that will benefit everyone associated
with our company. I want to express a special note of thanks to
our customers and employees around the world who have continued to
support us through this restructuring."
He also said: "We are already achieving significant milestones in
bringing new applications and solutions to market through
collaboration with our customers, and we are now in a much stronger
position to continue down this path of value creation for our
stakeholders."
According to Brook Hinchman, Senior Vice President of Oaktree,
"[Wednes]day marks the completion of a restructuring that separates
Neo Performance Materials as a standalone business. Neo
Performance Materials is emerging with a strong balance sheet and
excellent liquidity profile that, coupled with the continued
leadership of the experienced management team of the Business,
positions it extremely well to execute on the go-forward business
plan and serve the needs of its customers."
Molycorp was advised by the investment banking firm Miller Buckfire
& Co. and received financial advice from AlixPartners, LLP. Jones
Day and Young, Conaway, Stargatt & Taylor LLP acted as legal
counsel to Molycorp in this process. Oaktree was advised by
Milbank Tweed Hadley & McCloy LLP and Morris, Nichols, Arsht &
Tunnell LLP as legal counsel, and Centerview Partners, LLC, as
financial advisor.
About Molycorp, Inc.
Molycorp Inc. -- http://www.molycorp.com/-- is a global rare
earths and rare metals producer. Molycorp owns several prominent
are earth processing facilities around the world. It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.
Molycorp has corporate offices in the United States, Canada and
China. CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada. Other senior management members are located at its U.S.
corporate headquarters in Greenwood Village, Colorado.
Molycorp reported a net loss of $623 million in 2014, a net loss of
$377 million in 2013 and a net loss of $475 million in 2012.
As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.
Molycorp and its North American subsidiaries, together with certain
of its non-operating subsidiaries outside of North America, filed
Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead
Case No. 15-11357) on June 25, 2015, after reaching agreement with
a group of lenders on a financial restructuring. The Chapter 11
cases of Molycorp and 20 affiliated debts are pending before Judge
Christopher S. Sontchi.
The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.
The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings. Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from the
filings as it is not 100% owned by the Company.
Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from AlixPartners,
LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as
legal counsel to the Company in this process. Prime Clerk serves as
claims and noticing agent.
Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.
On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of
Molycorp Inc. appointed eight creditors of the company to serve on
the official committee of unsecured creditors. The Creditors
Committee tapped Ashby & Geddes, P.A. and Paul Hastings LLP as
attorneys.
* * *
Molycorp, Inc.'s Fourth Joint Amended Plan of Reorganization has
been confirmed by the U.S. Bankruptcy Court for the District of
Delaware. The Plan contemplates two possible outcomes: (1) the
sale of substantially all of the Debtors' assets if certain
conditions set forth in the Plan are satisfied and (2) (a) the sale
of the assets associated with the Debtors' Mountain Pass mining
facility in San Bernardino County, California; and (b) the
stand-alone reorganization around the Debtors' other three business
units.
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware on April 8, 2016, issued a findings of fact,
conclusions of law, and order confirming the Fourth Amended Joint
Plan of Reorganization of Molycorp, Inc., and its debtor
affiliates.
The Plan has yet to be declared effective.
On April 13, 2016, Judge Sontchi directed the appointment of a
Chapter 11 trustee to oversee the operations of Industrial Minerals
LLC, Molycorp Advance Water Technologies LLC, Molycorp Minerals
LLC, PP IV Mountain Pass II Inc., PP IV Mountain Pass Inc., and RCF
Speedwagon Inc. Each of the bankruptcy cases of the companies are
no longer jointly administered with Molycorp's case under Case No.
15-11357.
On May 2, 2016, the Court entered an order in the Molycorp Minerals
Debtors' cases approving the appointment of Paul E. Harner as
chapter 11 trustee for Molycorp Mineral Debtors' bankruptcy
estates.
MOLYCORP INC: Emerges as Neo Performance; Plan Declared Effective
-----------------------------------------------------------------
BankruptcyData.com reported that Molycorp's Fourth Amended Joint
Plan of Reorganization (with technical modifications) became
effective, and the Company emerged from Chapter 11 protection under
the name Neo Performance Materials. The U.S. Bankruptcy Court
confirmed the Plan on April 8, 2016. The reorganized business is
organized along three business segments: (1) Neo Chemicals and
Oxides, (2) Neo Magnequench and (3) Neo Rare Metals. Geoff Bedford,
president and C.E.O., comments, "We emerge with a strong financial
foundation under a new brand that speaks to our continued focus on
performance and innovation. We have a commonality with the funds
managed by Oaktree Capital Management, an affiliate of which is our
largest shareholder, in a shared vision and commitment to our
customers with the goal of long-term growth and value creation that
will benefit everyone associated with our company. We are already
achieving significant milestones in bringing new applications and
solutions to market through collaboration with our customers, and
we are now in a much stronger position to continue down this path
of value creation for our stakeholders." Brook Hinchman, S.V.P. of
Oaktree Capital Management, adds, "Today marks the completion of a
restructuring that separates Neo Performance Materials as a
standalone business. Neo Performance Materials is emerging with a
strong balance sheet and excellent liquidity profile that, coupled
with the continued leadership of the experienced management team of
the Business, positions it extremely well to execute on the
go-forward business plan and serve the needs of its customers."
This rare earth materials miner filed for Chapter 11 protection on
June 25, 2015, listing total prepetition assets of $2.6 billion.
About Molycorp, Inc.
Molycorp Inc. -- http://www.molycorp.com/-- is a global rare
earths and rare metals producer. Molycorp owns several prominent
are earth processing facilities around the world. It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.
Molycorp has corporate offices in the United States, Canada and
China. CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada. Other senior management members are located at its U.S.
corporate headquarters in Greenwood Village, Colorado.
Molycorp reported a net loss of $623 million in 2014, a net loss of
$377 million in 2013 and a net loss of $475 million in 2012.
As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.
Molycorp and its North American subsidiaries, together with certain
of its non-operating subsidiaries outside of North America, filed
Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead
Case No. 15-11357) on June 25, 2015, after reaching agreement with
a group of lenders on a financial restructuring. The Chapter 11
cases of Molycorp and 20 affiliated debts are pending before Judge
Christopher S. Sontchi.
The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.
The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings. Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from the
filings as it is not 100% owned by the Company.
Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from AlixPartners,
LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as
legal counsel to the Company in this process. Prime Clerk serves as
claims and noticing agent.
Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.
On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of
Molycorp Inc. appointed eight creditors of the company to serve on
the official committee of unsecured creditors. The Creditors
Committee tapped Ashby & Geddes, P.A. and Paul Hastings LLP as
attorneys.
* * *
Molycorp, Inc.'s Fourth Joint Amended Plan of Reorganization has
been confirmed by the U.S. Bankruptcy Court for the District of
Delaware. The Plan contemplates two possible outcomes: (1) the
sale of substantially all of the Debtors' assets if certain
conditions set forth in the Plan are satisfied and (2) (a) the sale
of the assets associated with the Debtors' Mountain Pass mining
facility in San Bernardino County, California; and (b) the
stand-alone reorganization around the Debtors' other three business
units.
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware on April 8, 2016, issued a findings of fact,
conclusions of law, and order confirming the Fourth Amended Joint
Plan of Reorganization of Molycorp, Inc., and its debtor
affiliates.
On April 13, 2016, Judge Sontchi directed the appointment of a
Chapter 11 trustee to oversee the operations of Industrial Minerals
LLC, Molycorp Advance Water Technologies LLC, Molycorp Minerals
LLC, PP IV Mountain Pass II Inc., PP IV Mountain Pass Inc., and RCF
Speedwagon Inc. Each of the bankruptcy cases of the companies are
no longer jointly administered with Molycorp's case under Case No.
15-11357.
On May 2, 2016, the Court entered an order in the Molycorp Minerals
Debtors' cases approving the appointment of Paul E. Harner as
chapter 11 trustee for Molycorp Mineral Debtors' bankruptcy
estates.
NEAL COY: Court OKs Sale of Two Properties to Quadrant Corp
-----------------------------------------------------------
Judge Timothy W. Dore of the U.S. Bankruptcy Court for the Western
District of Washington authorized Neal C. Coy to sell two real
estate parcels, King County tax assessor numbers 1326069057 and
13260690700, to The Quadrant Corp.
Since the Real Estate Option Agreements is pursuant to a confirmed
plan of reorganization, the excise tax avoidance provisions of 11
U.S.C. Sec. 1146 apply.
There will be paid from the sale proceeds at closing the usual and
necessary miscellaneous expenses including escrow fees and any real
estate taxes. The remaining net proceeds will be paid pursuant to
Debtor's confirmed plan.
With regard to Tax Parcel Number 132606-9057, the option payments
received will be paid first to the attorney fees of Wells and
Jarvis, P.S. and James McBride in the aggregate amount of $6,463,
with the remainder to be paid to First Citizens Bank until its
balance is paid in full.
The option payments to First Citizens Bank may be delivered to
First Citizens Bank without need for any further order of the
Court.
The Debtor waives his right to seek modification of First Citizens
Bank's treatment under the confirmed plan which permits the bank
proceed with its state law and contract rights against the
property, to include recommencement and/or continuation of the
prior, prepetition foreclosure sale. Furthermore, the Debtor
agrees not to seek any continuance of the Trustee's Sale scheduled
thereunder, which may occur no earlier than May 12, 2017.
A copy of the Real Estate Option Agreements and the Addendum
attached to the Order is available for free at:
http://bankrupt.com/misc/Neal_Coy_143_Order.pdf
The Purchaser:
The Quadrant Corp.
14725 SE 36th St., Suite 200
Bellevue, WA 98006
Attn: Pete Nichols
Telephone: (425) 455-2900
E-mail: pete.nichols@quadranthomes.com
The Purchaser is represented by:
Bob Fikso, Esq.
FIKSO KRETSCHMER SMITH DIXON ORMSETH PS
2025 First Ave., Suite 1130
Seattle, WA 98121
Telephone: (206) 448-1818
E-mail: bob@fksdo.com
Neal C. Coy filed a Chapter 11 petition (Bankr. W.D. Wash. Case No.
13-20960) on Dec. 19, 2013, and is represented by Emily Jarvis,
Esq., at Wells and Jarvis, P.S., in Seattle.
NEW HORIZONS HEALTH: Taps Dressman Benzinger as Special Counsel
---------------------------------------------------------------
New Horizons Health Systems, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of Kentucky to employ
Dressman Benzinger LaVelle psc as special counsel, nunc pro tunc to
May 29, 2015.
Specifically, the Debtor seeks to continue and expand the
employment of Dressman Benzinger as special counsel to be utilized
in the course of maintaining compliance with its Provider Tax
reimbursement appeal case and all other legal matters which may
arise in the course of completing, validating, and defending the
data provided to collect or retain reimbursement for its Provider
Tax expenses.
Dressman Benzinger will represent and advise the Debtor with
respect to a matter pending against the Secretary of the Department
of Health and Human Services in the United States District Court,
Western District of Kentucky, Louisville Division, Case No.
3:15-cv-00251-JHM, regarding Medicare reimbursement due NH and
others for Provider Tax expenses paid and whether the same should
be offset by the order and NH received from the Commonwealth of
Kentucky in the form of Medicaid Disproportionate Share Hospital
payments.
Dressman Benzinger will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Dressman Benzinger is owed post-petition fees for services rendered
to the Debtor subsequent to the petition date in the amount of
$1,891.63.
Mathew Klein, member of Dressman Benzinger, 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.
Dressman Benzinger can be reached at:
Mathew Klein, Esq.
DRESSMAN BENZINGER LAVELLE PSC
207 Thomas More Parkway
Crestview Hills, KY 41017
Tel: (859) 426-2109
Fax: (859) 341-1469
About New Horizons Health Systems
Headquartered in Owenton, Kentucky, New Horizons Health Systems,
Inc. -- dba New Horizons Medical Center, dba New Horizons Family
Practice -- operates the Owen County Hospital. The hospital serves
the counties of Owen, Gallatin, and Carroll and has operated
continually since 1951.
New Horizons Health Systems, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Ky. Case No. 15-30235) on May 29, 2015,
estimating assets between $1 million and $10 million and
liabilities between $10 million and $50 million. The petition was
signed by Bernard T. Poe, president.
Judge Gregory R. Schaaf presides over the case.
Ellen Arvin Kennedy, Esq., at Dinsmore & Shohl LLP serves as the
Company's bankruptcy counsel. Kelley S. Gamble, CPA, is the
Company's accountant.
An official committee of unsecured creditors has been appointed in
the case.
OLMOS EQUIPMENT: Creditor Calls for Ch. 11 Trustee Appointment
--------------------------------------------------------------
Jim Weynand asked the U.S. Bankruptcy Court for the Western
District of Texas to appoint a Chapter 11 Trustee for Olmos
Equipment Inc.
Mr. Weynand, the Debtor's largest creditor, believed that the
suspicious nature of the Debtor's transactions involving insiders
and affiliates of the Debtor's principals warrant the appointment
of a Chapter 11 Trustee or in the alternative, an examiner with
full authority to investigate the Debtor's financial affairs.
Since January 1, 2015, the Debtor has transferred at least
US$1,300,000 to or for the benefit of insiders, including Larry
Struthoff, and insider-affiliates, including Olmos Contracting I,
LLC, Olmos Companies I, LLC, L & B Interests, Inc., and Smithson
Valley Materials. These transfers, and potentially many more
discoverable from a comprehensive examination of the Debtor's
books, records, and accounts, are avoidable and deserving of a
third-party investigation.
Based on the findings and judgment in the State Court Case against
Struthoff, the President of Debtor, and Janicke, the bookkeeper of
the Debtor, the breach of fiduciary duty, fraud, and the
trustworthiness of the principals of the Debtor is seriously
doubted, Mr. Weynard tells the Court. These individuals have
already caused harm to the largest creditor of the Debtor, and
created the facts that gave rise to Movant's judgment against the
Debtor, making him the largest creditor of the Debtor. Further,
Struthoff has personal property pledged for the benefit of the
Debtor, and is affiliated with a number of entities that are likely
to be subject to Chapter 5 claims. As such, whether he will act in
the best interest of the Estate and in the best interest of all of
the creditors is seriously doubted, and because there are
substantial doubts as to whether the principals of the Debtor can
act in the best interest of the Estate and all of the Creditors, it
is in the best interest of the Estate and the Creditors for the
Court to appoint a Chapter 11 Trustee.
In the alternative to the appointment of a Chapter 11 Trustee,
Movant requests that the Court appoint an examiner with full
authority to investigate all transactions involving the Debtor and
its insiders, including Struthoff and his affiliated entities.
About Olmos Equipment
Olmos Equipment Inc. filed a chapter 11 petition (Bankr. W.D. Tex.
Case No. 16-51834) on Aug. 12, 2016. The petition was signed by
Larry Stuthoff, president. The Debtor is represented by William B.
Kingman, Esq., at the Law Offices of William B. Kingman, PC. The
case is assigned to Judge Craig A. Gargotta. The Debtor estimated
assets at $1 million to $10 million and liabilities at $10 million
to $50 million at the time of the filing.
OLYMPIC 1401: Court Authorizes Structured Dismissal of Ch. 11 Case
------------------------------------------------------------------
Judge Harlin DeWayne Hale of the United States Bankruptcy Court for
the Northern District of Texas, Dallas Division, authorized the
structured dismissal of Olympic 1401 Elm Associates, LLC's Chapter
11 case under Sections 105(a), 305(a), and 1112(b) of the
Bankruptcy Code.
Olympic sought to minimize unnecessary administrative expenses and
ensure an expeditious and orderly conclusion to the bankruptcy case
through a structured dismissal that would provide all creditors
with a full recovery on their claims. Olympic's motion was agreed
to by all parties except for the United States Trustee, who filed a
limited objection. The Trustee objected to the motion because (1)
Olympic sought to waive the statutory requirement that the
Olympic’s professionals file applications with the court for
approval of fees, (2) the dismissal would not reinstate the
creditors’ state law remedies, and (3) the motion did not set a
timeframe and require a certification for paying creditors. Before
the hearing on the motion, the parties agreed that there would be a
deadline for the payment of creditors and a requirement that the
Olympic file a certification stating that all creditors had been
paid. The parties also agreed that, to the extent any creditors
were not paid in full, they would retain their state law rights
with regard to their claims.
Judge Hale found that the structured dismissal proposed in the
motion, as modified by Olympic's consent to the Trustee's demand,
was fair and equitable, did not reflect an attempt to circumvent
the requirements of plan confirmation through a sub rosa plan, and
complied with the absolute priority rule. The judge held that
entry of the dismissal order was in the best interest of all
creditors as it avoided additional administrative costs that could
only harm general unsecured creditors.
The case is In re: Olympic 1401 Elm Associates, LLC, Debtor, Case
No. 16-30130-hdh (Bankr. N.D. Tex.).
A full-text copy of Judge Hale's August 26, 2016 memorandum opinion
is available at http://bankrupt.com/misc/txnb16-30130-138.pdf
OPUS MANAGEMENT: Hires ProfitSmart as Accountants & Auditors
------------------------------------------------------------
Opus Management Group Jackson LLC and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the Southern District
of Mississippi to employ C.P. Smith & Associates, PLLC --
ProfitSmart -- as accountants and auditors, nunc pro tunc to July
15, 2016.
The Debtors require ProfitSmart to provide:
(a) Advisory Services
-- support and oversight of Debtors accounting;
-- assistance in the preparation and review of reports or
filings as required by the Bankruptcy Court or the
Office of the United States Trustee, including, but not
limited to, monthly operating reports;
-- assistance with implementation of bankruptcy accounting
procedures as required by the Bankruptcy Code and
generally accepted accounting principles, including, but
not limited to, Statement of Position 90-7; and
-- review, research, and documentation of all Proofs of
Claim.
(b) Financial Reporting Services
-- preparation of financial records including balance sheet
and income statement; and
-- other such functions as requested by the Debtors or
their counsel to assist in the businesses of the
Debtors.
The customary monthly rate that ProfitSmart applies for its
expected accounting services supplied to the Debtors is $7,500 per
month.
ProfitSmart will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Carter P. Smith 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.
ProfitSmart can be reached at:
Carter P. Smith
C.P. SMITH & ASSOCIATES, PLLC
2226 N Cheryl Dr
Jackson, MS 39211
Tel: (601) 366-8687
Opus Management Group Jackson LLC, et al., sought Chapter 11
protection (Bankr. S.D. Miss. Lead Case No. 16-00297) on Feb. 2,
2016. The Debtor is represented by Thomas M. Hewitt, Esq., at
Butler Snow LLP.
PACIFIC 9: Court Extends Plan Filing Deadline to Oct. 24
--------------------------------------------------------
The U.S. Bankruptcy Judge Julia W. Brand extends for 60 days
Pacific 9 Transportation, Inc.'s exclusive period to file a plan
from August 24, 2016, to October 24, 2016.
The Troubled Company Reporter, reported on Aug. 2, 2016, that the
Debtor asked the Court to extend its exclusive period to file a
plan for 60 days, contending that the Debtor needs enough time to
pass to:
(1) allow the Debtor to change its business model from
independent contractor truck drivers to hourly employee truck
drivers;
(2) to allow enough time to pass utilizing the new hourly
employment model to be able to assess profitability and provide
updated projections supporting feasibility of any proposed plan;
(3) to realize increases in profitability as result of increased
revenues and reduced overhead expenses; and
(4) to resolve any objections to any of the filed claims.
Attorneys for the Debtor:
Vanessa M. Haberbush, Esq.
David R. Haberbush, Esq.
Lane Bogard, Esq.
HABERBUSH & ASSOCIATES, LLP
444 West Ocean Boulevard, Suite 1400
Long Beach, CA 90802
Telephone: (562) 435-3456
Facsimile: (562) 435-6335
Email: vhaberbush@lbinsolvency.com
About Pacific 9 Transportation
Pacific 9 Transportation, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 16-15447) on
April 26, 2016. The petition was signed by Le Phan, CFO. The case
is assigned to Judge Julia W. Brand. The Debtor estimated both
assets and liabilities in the range of $1 million to $10 million.
PACIFIC OFFICE: Maturing Debt Raises Going Concern Doubt
--------------------------------------------------------
Pacific Office Properties Trust, Inc., filed with the Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $2.99 million on $11.29 million of total
revenue for the three months ended June 30, 2016, compared to a net
loss of $4.03 million on $10.55 million of total revenue for the
same period in 2015.
As of June 30, 2016, the Company had $250.38 million in total
assets, $382.58 million in total liabilities and a total
stockholders' deficit of $132.20 million.
The Company incurred net losses of $6.0 million and $14.3 million
for the six months ended June 30, 2016, and for the year ended
December 31, 2015, respectively, and have incurred cumulative net
losses since inception of $235.0 million. The Company has a
substantial amount of debt maturing in 2016 for which the Company
does not have committed funding sources. The Company has a
stockholders' deficit of $154.9 million at June 30, 2016. These
conditions raise substantial doubt about our ability to continue as
a going concern.
As of June 30, 2016, the Company's total consolidated debt (which
includes mortgage and other loans with a carrying value of $290.6
million and its unsecured promissory notes with a carrying value of
$29.4 million) was $320.0 million, with a weighted average interest
rate of 5.78% and a weighted average remaining term of 0.28 years.
As of June 30, 2016, the Company had a fully-drawn $25.0 million
unsecured credit facility scheduled to mature on December 31, 2016.
The Company also had promissory notes payable to certain current
and former affiliates in the aggregate outstanding principal amount
of $29.4 million (together with accrued and unpaid interest of
$17.2 million) scheduled to mature on December 31, 2016.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/1PfvNq
Pacific Office Properties Trust, Inc., is a real estate investment
trust (REIT). The Company owns and operates primarily office
properties in Hawaii. The Company owns approximately four office
properties, consisting of approximately 1.2 million rentable square
feet and is partner with third-parties in approximately three joint
ventures, holding approximately three office properties, consisting
of approximately seven buildings and approximately one million
rentable square feet (the Property Portfolio). One of its joint
ventures also owns a sports club associated with its City Square
property in Phoenix, Arizona. The Company's Property Portfolio
includes office buildings in Honolulu and Phoenix. The Company is
the sole general partner of its Operating Partnership, Pacific
Office Properties, L.P. The Company holds a long-term ground
leasehold interest in its Waterfront Plaza property.
PACIFIC WEBWORKS: Files Disclosure Statement for Liquidation Plan
-----------------------------------------------------------------
BankruptcyData.com reported that Pacific WebWorks filed with the
U.S. Bankruptcy Court a Disclosure Statement for its Chapter 11
Plan of Liquidation. The Disclosure Statement states, "Outside of
the net proceeds from the Asset Sales and the Settlements and other
cash of the Debtor, the Debtor believes it has one remaining asset
of value -- its corporate shell. Under the Plan, the Debtor's
Estate and all of its remaining assets will become property of the
Liquidating Trust, and a Liquidating Trustee will be appointed to
conduct an orderly liquidation of the assets with the goal of
maximizing returns to creditors. The Plan proposes that Gil A.
Miller, a founding member and principal of Rocky Mountain Advisory
('RMA'), a Salt Lake City based advisory and professional services
firm, will serve as the Liquidating Trustee for the Liquidating
Trust and will have overall responsibility for the liquidation. In
particular, the Liquidating Trustee will be responsible for
liquidating all remaining assets, including evaluating and
prosecuting Causes of Action to the extent appropriate, objecting
to Claims as appropriate, and making distributions to creditors.
The Liquidating Trustee will also be responsible for holding and
administering all post-confirmation cash and bank accounts of the
Liquidating Trust."
The Court scheduled an Oct. 15, 2016 hearing to consider the
Disclosure Statement, according to the report.
About Pacific WebWorks
Pacific WebWorks, Inc., previously known as Asphalt Associates, was
an application service provider and software development company.
Pacific WebWorks sought Chapter 11 protection (Bankr. D. Utah Case
No. 16-21223) on Feb. 23, 2016, to pursue an orderly liquidation of
its assets. It estimated assets and debt of $1 million to $10
million.
The Debtor tapped George B. Hofmann of Cohne Kinghorne as counsel.
The Debtor also engaged Rocky Mountain Advisory as an independent
contractor to provide management services, and appointed Gil Miller
as chief restructuring officer.
PARAGON OFFSHORE: U.S. Trustee Opposes Plan Support Agreement
-------------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to the
Paragon Offshore case filed with the U.S. Bankruptcy Court an
objection to the Debtors' motion for authority to (i) assume plan
support agreement and (ii) modify the automatic stay. The
objection explains, "Through the Motion, Debtors seek authorization
to pay the professional fees of certain unsecured creditors
supported only by the alleged reasonableness of the Debtors'
business judgment. Pursuant to section 503(b), a party's right to
payment is not automatic but 'depends upon the requesting party's
ability to show that the fees were actually necessary to preserve
the value of the estate.'... Here, the Debtors have failed to
demonstrate that the Consenting Noteholders' and their
professional's made a substantial contribution to the case, arguing
only that the payment of the Professional Fees is a reasonable
exercise of the Debtors' business judgment. In so arguing, the
Debtors are impermissibly avoiding the mandatory evidentiary
requirements of section 503 of the Bankruptcy Code. Unless and
until the professionals can demonstrate that the fees were actually
necessary to preserve the value of the estate, the Motion should be
denied."
About Paragon Offshore
Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a
global provider of offshore drilling rigs. Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semisubmersibles). Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas. Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.
Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016,
after reaching a deal with lenders on a reorganization plan that
would eliminate $1.1 billion in debt.
The petitions were signed by Randall D. Stilley as authorized
representative. Judge Christopher S. Sontchi is assigned to the
cases.
The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.
The Debtors engaged Weil, Gotshal & Manges LLP as general counsel,
Richards, Layton & Finger, P.A. as local counsel, Lazard Freres &
Co. LLC as financial advisor, Alixpartners, LLP as restructuring
advisor, and Kurtzman Carson Consultants as claims and noticing
agent.
PATRIOT METALS: Proposes to Use Cash Collateral of USAMERIBANK
--------------------------------------------------------------
Patriot Metals, Inc. dba Patriot Metals Recycling asks the U.S.
Bankruptcy Court for the Middle District of Florida for
authorization to use of cash collateral to the extent needed to
avoid immediate and irreparable harm to the Debtor’s estate until
a subsequent Final Hearing can be conducted.
The Debtor contends that it needs to use Cash Collateral
immediately to fund the operating expenses necessary to continue
the operation of the business and to maintain the estate, to
maximize the return on its assets, and to otherwise avoid
irreparable harm and injury to its business and the estate. The
Debtor further contends that the Debtor's inability to meet its
ordinary business expenses will require the Debtor to discontinue
normal operations which will result in irreparable injury to the
Debtor and its chances of reorganization.
The Debtor believes that secured creditor USAMERIBANK, claims a
perfected and enforceable security interest and lien on, among
other assets, the Debtor’s accounts, account receivables and
account proceeds which constitute USAMERIBANK cash collateral, for
which the Debtor intends to provide USAMERIBANK with replacement
liens to the same extent and validity as held by it Pre-Petition.
A full-text copy of the Cash Collateral Motion dated August 25,
2016 is available at https://is.gd/lahc8k
Attorneys for the Patriot Metals, Inc. dba Patriot Metals
Recycling:
James W. Elliott, Esq.
McIntyre Thanasides Bringgold
Elliott Grimaldi & Guito, P.A.
500 E. Kennedy Blvd., Ste. 200
Tampa, Florida 33602
Telephone: (813) 223-0000
Facsimile: (813) 899-6069
Email: james@mcintyrefirm.com
About Patriot Metals
Patriot Metals, Inc. dba Patriot Metals Recycling filed a Chapter
11 petition (Bankr. M.D. Fla. Case No. 16-bk-06860-MGW), on August
8, 2016.
The Debtor's counsel is James W. Elliott, Esq. at McIntyre
Thanasides Bringgold Elliott Grimaldi & Guito, P.A. of Tampa,
Florida.
No trustee or examiner has been appointed in this case and no
official committees have been appointed.
PETROLEX MANAGEMENT: Cash Collateral Hearing Scheduled for Nov. 3
-----------------------------------------------------------------
Judge Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts directed Petrolex Management, LLC, to
submit a revised proposed Order, granting the use of cash
collateral on an interim basis.
The revised proposed Order must address the terms discussed on the
Court's record.
The Debtor was given until Oct. 24, 2016, to file the proposed
Order and any amended budget.
A further hearing on the use of cash collateral is scheduled on
Nov. 3, 2016 at 11:00 a.m. The deadline for the filing of
objections is set of Oct. 28, 2016.
A full-text copy of the Order, dated Aug. 26, 2016, is available at
https://is.gd/T2Uxd8
About Petrolex Management
Petrolex Management, LLC, filed a chapter 11 petition (Bankr. D.
Mass. Case No. 16-41322) on July 27, 2016. The petition was signed
by Samer Biloune and Imad Massabni, managers. The Debtor is
represented by Gary M. Hogan, Esq., at Baker, Braverman &
Barbadoro, P.C. The case is assigned to Judge Christopher J.
Panos. The Debtor estimated assets and liabilities at $1 million
and $10 million at the time of the filing.
PHOTOMEDEX INC: Needs More Financing to Continue as a Going Concern
-------------------------------------------------------------------
PhotoMedex, Inc., filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $2.36
million on $11.24 million of revenues for the three months ended
June 30, 2016, compared to a net income of $6.06 million on $19.92
million of revenues for the same period in 2015.
As of June 30, 2016, the Company had $28.17 million in total
assets, $22.61 million in total liabilities and a total
stockholders' deficit of $5.56 million.
The Company has historically financed its activities with cash from
operations, the private placement of equity and debt securities,
borrowings under lines of credit and in the most recent periods
with sale of certain assets and business units. The Company will
be required to obtain additional liquidity resources in order to
support its operations. The Company is addressing its liquidity
needs by seeking additional funding from lenders as well as selling
certain of its product lines to a third party. There are no
assurances, however, that the Company will be able to obtain an
adequate level of financial resources required for the short and
long-term support of its operations. In light of the Company's
recent operating losses and negative cash flows, the termination of
the pending merger agreement and the uncertainty of completing
further sales of its product lines, there is no assurance that the
Company will be able to continue as a going concern.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/wcPSBE
PhotoMedex, Inc., announced in February 2016 that it has entered
into a definitive agreement to sell its consumer products and
professional products businesses to DS Healthcare Group, a Pompano,
Florida-based developer of topical pharmaceutical and personal care
products, for total consideration of approximately $48 million in a
combination of convertible preferred stock, common stock and a
note.
PNW ARMS: Asks Court to Approve Cash Use Agreement with Zions Bank
------------------------------------------------------------------
PNW Arms, LLC asks the U.S. Bankruptcy Court for the District of
Idaho to approve its Cash Collateral, Adequate Protection, and Plan
Treatment Agreement with ZB N.A. dba Zions First National Bank, on
an interim basis.
The Stipulation contains, among others, the following relevant
terms:
(a) The Parties agree that the Debtor may use proceeds from
the Zions Bank Cash Collateral from June 21, 2016 through June 30,
2017 in accordance with the stipulated budget.
(b) The Parties further agree that the Debtor may use proceeds
from the Zions Bank Cash Collateral only for the purposes and in
the amounts set out in Approved Budget during the Agreement Term.
(c) In exchange for, and as adequate protection to, Zions Bank
for the Debtor's possession and use of the other Zions Bank
Collateral during the pendency of the Bankruptcy Case, including
the Debtor's use of the Zions Cash Collateral during the Agreement
Term, the Debtor agrees to pay Zions Bank $131,750 from the sale of
stock-piled powder and excess equipment pursuant to the schedules
set forth in the Approved Budget.
(d) To provide Zions Bank with additional adequate protection
for the Debtor's use of the Zions Bank Collateral, the Debtor
agrees to make monthly adequate protection payments to Zions Bank
in the amount of $20,000.00 each, starting on or before September
10, 2016.
(e) The Parties further agree that Zions Bank will apply such
adequate protection payments received by Zions Bank in the
following order: first, to accrued and unpaid interest; second, to
costs and expenses allowable under the Zions Bank Loan Agreement,
including, reasonable attorneys or professional fees; and third, to
the reduction of outstanding principal.
(f) The Debtor also grants Zions Bank a first-priority
post-petition security interest and replacement lien upon all
assets of the Debtor, whether such assets were in existence prior
to the commencement of the Bankruptcy Case or have been or may be
acquired by the Debtor after the commencement of the Bankruptcy
Case.
The Parties further requested the Court to set a final hearing on
Sept. 6, 2016, at 10:00 a.m. and Sept. 7, 2016, at 9:30 a.m. to
consider approval of the Parties' Agreement
A full-text copy of the Amended Stipulation and Joint Motion, dated
August 25, 2016, is available at https://is.gd/u2zzxC
Attorney for PNW Arms, LLC:
Bruce A. Anderson, Esq.
ELSAESSER JARZABEK ANDERSON
ELLIOTT & MACDONALD, CHTD.
Attorneys at Law
320 East Neider Avenue, Suite 102
Coeur d’Alene, ID 83815
Tel: (208) 667-2900
Fax: (208) 667-2150
Attorney for ZB, N.A. dba Zions First National Bank:
Michael D. Mayfield, Esq.
David H. Leigh, Esq.
Ray Quinney & Nebeker P.C.
36 South State Street, Suite 1400
Salt Lake City, UT 84111
Email: mmayfield@rqn.com
dleigh@rqn.com
About PNW Arms, LLC
PNW Arms, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Idaho Case No. 16-20457) on June 21, 2016.
The petition was signed by Mark Baciak, managing member. The case
is assigned to Judge Terry L. Myers. The Debtor is represented by
Bruce A. Anderson, Esq., at Elsaesser Jarzabek Anderson Elliott &
Macdonald, Chtd.
At the time of the filing, the Debtor estimated its assets and debt
at $1 million to $10 million.
PYKKONEN CAPITAL: Selling Property to SkiEcho for $4M
-----------------------------------------------------
Pykkonen Capital, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado to authorize the sale of substantially all of
its real and personal property to SkiEcho, LLC, for $4,000,000.
The Debtor owns and operates Echo Mountain Ski Resort located at
19285 Highway 103, Idaho Springs, CO. The ski resort operated
through April 3, 2016 is a full service ski resort with a chair
left, lightning for night skiing, ski lessons, and a restaurant.
In addition, the real property on which the resort is located, the
Debtor owns the equipment necessary for the Echo Mountain's
operations, including but not limited to, Snow Cats, snowmaking
equipment, ski lifts, snow guns, and restaurant equipment.
The Debtor purchased Echo Mountain in 2012 through a loan in the
amount of $1,000,000 from Squaw Pass Ranch, LLC ("Squaw Pass
Ranch"). The loan is evidenced by a Promissory note ("Note") and
Deed of Trust in favor of Squaw Pass Ranch.
On July 11, 2016, the Note and Deed of Trust were transferred to
Brad Holm, the current holder of the lien against Echo Mountain in
the amount of $1,385,769.
On July 21, 2016, the Debtor entered into a Contract to Buy and
Sell Real Estate (Commercial) with SkiEcho.
A copy of the Sale Contract and the full list of property included
in the sale attached to the Motion is available for free at:
http://bankrupt.com/misc/Pykkonen_Capital_146_Sales.pdf
Pursuant to the Sale Contract, the Debtor will convey all the real
and personal property it owned to SkiEcho for $4,000,000, less the
cost of SkiEcho for the repair of certain equipment in the amount
of $15,000, and the retail value of outstanding lift tickets in the
amount of $156,475, for a total cash payment at closing in the
amount of $3,778,525.
SkiEcho further agrees to pay $46,791 to the Debtor for the
pre-payment of the water lease with Clear Creek County for the
2016-2017 ski season. All water rights, water related agreements,
and well permits will be assigned to SkiEcho, along with any
intellectual property rights and goodwill owned by the Debtor.
The Sale Contract provides that the Debtor will pay half of the
closing costs, and provides for payment in full of the following
claims at the closing:
a. Internal Revenue Service in the amount of $300;
b. the claims of any other federal state, county, or local
government entities, of which none are believed to exist; and
c. the note secured by Deed of Trust assigned to Brad Holm in
the amount of $1,497,071 for Mr. Holm's payment of the amounts owed
for property taxes and water rights pursuant to the Deed of Trust.
The purchase price is sufficient to pay all Debtor's secured and
unsecured creditors in full, with the exception of the claims of
statutory insiders.
The Purchaser can be reached at:
SKIECHO, LLC
R. Peter Burwell
Manager/President
8500 Normandale lake Blvd., Suite 1750
Bloomington, MN 55437
Telephone: (952) 887-1887
Facsimile: (952) 887-1871
About Pykkonen Capital
Pykkonen Capital, LLC, is the owner of a ski resort located south
of Idaho Springs, Colorado, known as Echo Mountain Resort. The
Company is 100% owned by its single member, Nora Pykkonen.
Pykkonen Capital filed for Chapter 11 bankruptcy (Bankr. D. Colo.,
Case No. 16-10897) on Feb. 5, 2016. The Hon. Joseph G. Rosania
Jr.
presides over the case.
Lee M. Kutner, Esq., at Kutner Brinen Garber, P.C, serves as the
Debtor's bankruptcy counsel.
Pykkonen Capital LLC bought the ski area in August 2012 for $1.53
million, according to county records. In its petition, Pykkonen
Capital estimated $1 million to $10 million in both assets and
liabilities.
The petition was signed by Nora Pykkonen, manager.
QUEST PATENT: Lack of Ability to Funds Raise Going Concern Doubt
----------------------------------------------------------------
Quest Patent Research Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $431,781 on $325,099 of revenues for the three months
ended June 30, 2016, compared to a net loss of $67,234 on $55,141
of revenues for the same period in 2015.
As of June 30, 2016, the Company had $2.45 million in total assets,
$3.43 million in total liabilities and a total stockholders'
deficit of $983,273.
The Company has an accumulated deficit of $15,228,338 and negative
working capital of $1,619,503 as of June 30, 2016. Because of the
Company's continuing losses, the working capital deficiency, the
uncertainty of future revenue, the Company's low stock price and
the absence of a trading market in its common stock, and the
ability of the Company to raise funds in equity market or from
lenders is severely impaired. These conditions raise substantial
doubt as to the Company's ability to continue as a going concern.
Although the Company may seek to raise funds and to obtain third
party funding for litigation to enforce its intellectual property
rights, the availability of such funds is uncertain.
The Company has an agreement with a funding source which is
providing litigation financing in connection with its pending
litigation relating to its mobile data portfolio, and the Company
has two agreements with a second funding source which is providing
litigation financing in connection with its pending litigation
relating to its power management/bus control and anchor structure
portfolios. The Company cannot predict the success of any pending
or future litigation. The Company's obligations to United Wireless
are not contingent upon the success of any litigation. If the
Company fail to generate a sufficient recovery in these actions
(net of any portion of any recovery payable to the funding source
or our legal counsel) in a timely manner to enable them to pay
United Wireless on the present loans and the additional loans which
United Wireless has agreed to make to them, the Company would be in
default under its agreements with United Wireless which could
result in United Wireless obtaining ownership of the three
subsidiaries which own the patent rights the Company has acquired
from Intellectual Ventures. Its agreements with the funding
sources provide that the funding sources will participate in any
recovery which is generated. The Company believes that its
financial condition, its history of losses and negative cash flow
from operations, and its low stock price makes it difficult for
them to raise funds in the debt or equity markets.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/ruP0NI
Quest Patent Research Corporation operates as an intellectual
property asset management company. The company's principal
operations include the development, acquisition, licensing and
enforcement of intellectual property rights that are either owned
or controlled by it or one of its wholly owned subsidiaries. The
company owns, controls, or manages five intellectual property
portfolios, which principally consist of patent rights. It also
generates revenue from management fees from managing intellectual
property portfolios. It intends to develop its business by
acquiring intellectual property rights, either in the form of
ownership or an exclusive license to the underlying intellectual
property.
QUICKSILVER RESOURCES: Amended Liquidation Plan Declared Effective
------------------------------------------------------------------
BankruptcyData.com reported that Quicksilver Resources' First
Amended Joint Chapter 11 Plan of Liquidation became effective, and
the Company emerged from Chapter 11 protection. The U.S.
Bankruptcy Court confirmed the Plan on Aug. 16, 2016. As
previously reported, "The Plan provides for a liquidation of the
Debtors' remaining assets and a distribution of the Cash proceeds
to creditors in accordance with the priority scheme of the
Bankruptcy Code and the terms of the Plan. In addition, because
the Plan proposes a liquidation of all of the Debtors' assets, for
purposes of this test the Debtors have analyzed the ability of the
Liquidation Trust to meet its obligations under the Plan. Based on
the Debtors' analysis, the Liquidation Trust will have sufficient
assets to accomplish its tasks under the Plan. To the extent not
used in the transfer of Liquidation Trust Assets and not completed
prior to the Effective Date, the Debtors (and their respective
boards of directors) will dissolve as of the Effective Date, and
are authorized to dissolve or terminate the existence of wholly
owned non-Debtor subsidiaries following the Effective Date as well
as any remaining health, welfare or benefit plans. For the
avoidance of doubt, once all assets of a Debtor have been
transferred to the Liquidation Trust, the applicable Debtor or the
Liquidation Trustee, as applicable, will take all necessary steps
to dissolve such Debtor."
About Quicksilver Resources
Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane. Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.
The Company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana. The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc. is headquartered in Calgary, Alberta.
On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code in Delaware. Quicksilver's Canadian
subsidiaries were not included in the Chapter 11 filing.
The Company's legal advisors are Akin Gump Strauss Hauer & Feld
LLP in the U.S. and Bennett Jones in Canada. Richards Layton &
Finger, P.A., is legal co-counsel in the Chapter 11 cases.
Houlihan Lokey Capital, Inc., is serving as financial advisor.
Garden City Group Inc. is the claims and noticing agent.
The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion
in total assets, $2.35 billion in total liabilities and a
stockholders' deficit of $1.14 billion.
The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.
The Debtors won approval to sell substantially all assets to
BlueStone Natural Resources II, LLC. BlueStone offered $240
million to acquire Quicksilver's oil and gas assets located in the
Barnett Shale in the Fort Worth basin of North Texas, and $5
million for those assets located in the Delaware basin in West
Texas.
QUIKRETE HOLDINGS: Moody's Hikes Corporate Family Rating to Ba3
---------------------------------------------------------------
Moody's Investors Service upgraded Quikrete Holdings, Inc.'s
Corporate Family Rating to Ba3 from B1 and its Probability of
Default Rating to Ba3-PD from B1-PD based on expectations of
improved operating performance and credit metrics that support the
higher rating. In a related rating action, Moody's upgraded
Quikrete's senior secured term loan to Ba3 from B1. The rating
outlook is stable.
The following ratings/assessments were affected by this action:
-- Corporate Family Rating upgraded to Ba3 from B1;
-- Probability of Default Rating upgraded to Ba3-PD from B1-PD;
-- Senior Secured Term Loan B upgraded to Ba3 (LGD4) from B1
(LGD4).
-- The rating outlook remains stable.
RATINGS RATIONALE
The upgrade of Quikrete's Corporate Family Rating to Ba3 from B1
reflects Moody's expectation that Quikrete's operating earnings and
cash flow will continue to grow, resulting in debt credit metrics
supportive of higher ratings. Over the next 12-18 months, Moody's
project debt leverage falling to 3.5x from 3.7x at 2Q16, and free
cash flow to debt remaining in line with the 10.9% reading for LTM
2Q16. Moody's said, “We anticipate free cash flow will be used
for bolt-on acquisitions and debt reduction, each further enhancing
key debt credit metrics.”
Moody's forecasts the majority of Quikrete's earnings improvement
to come from continued growth in the company's key end markets,
which include domestic repair and remodeling as well as domestic
new home construction. The National Association of Home Builders
(NAHB) Remodeling Market Index, an industry survey that gauges
remodeling contractors' expectations of demand over the next three
months, was 53.5 in 2Q16. Though this reading is slightly down from
the previous quarter's reading of 53.8, the index has now remained
above 50 for the past thirteen quarters, indicating a sustained
growth trend. Moody's maintains a positive outlook for the US
homebuilding industry, and forecasts new housing starts to increase
to 1.3 million units in 2017, an 8% increase from 1.2 million
expected for 2016.
The stable rating outlook reflects Moody's view that Quikrete's
operating performance will continue to improve, and key credit
metrics will continue to support the Ba3 Corporate Family Rating.
Positive rating actions could take place if Quikrete continues to
benefit from the strength in its key end markets, and the company
practices conservative capital deployment, resulting in the
following credit metrics and characteristics:
-- Debt-to-EBITDA trending towards 3.25x
-- Free cash flow-to-debt sustained well above 12.5%
-- Improved liquidity profile
-- Permanent debt reduction
Moody's does not anticipate any rating pressures at this time.
However, negative rating actions could occur over the longer term
should Quikrete's performance falls below Moody's expectations,
resulting in the following credit metrics and characteristics:
-- Debt-to-EBITDA remaining above 4.0x
-- EBITA-to-interest expense falling below 3.5x
-- Deterioration in the company's liquidity profile
-- Large debt-financed acquisitions
-- Significant levels of dividends
Quikrete Holdings, Inc., headquartered in Atlanta, GA, is a North
American manufacturer and distributor of packaged concrete and
cement mixes, segmental concrete, and ceramic tile installation
products. Sales are derived from the domestic home repair and
remodeling end market through national retail chains. The
Winchester family owns 100% of Quikrete.
RDIO INC: Plan Proposes 17% Recovery to Unsecured Creditors
-----------------------------------------------------------
Rdio, Inc.'s Plan of Reorganization provides that general unsecured
creditors will likely receive a cash payment shortly after plan
confirmation equal to at least 17% of the amounts of their class 4
allowed claims depending upon the ultimate final amount of class 4
allowed claims in this case.
The Disclosure Statement, which describes the Debtor's Plan dated
Aug. 10, 2016, incorporates a global settlement that is the result
of extensive negotiations between the Debtor, the Committee, the
Prepetition Secured Creditors, and the Debtor's three largest music
labels, all of whom support the Plan and confirmation of the Plan.
The Plan is supported by the Official Committee of Unsecured
Creditors and by the Debtor's two pre-petition secured creditors,
Pulser Media, Inc. and Iconical Investments II LP.
The Plan provides for the release of the Debtor's claims against
Pulser and Iconical II in exchange for, among other things, payment
by Pulser to the estate in the amount of $5,725,000 for the benefit
of holders of allowed general unsecured claims other than Sony
Music Entertainment and Orchard Enterprises NY, Inc., and for
Pulser to purchase the claims of the Sony Parties, and Pulser’s
waiver of any right to share in any distribution of such funds on
account of Pulser’s Allowed Class 4 Claim.
In summary, the settlement results in:
(a) The Prepetition Secured Creditors permitting $5,725,000 of
the Estate Funds to be used solely for the payment of the allowed
claims of general unsecured creditors and the payment of the
allowed fees and expenses of the professionals retained by the
Committee and professionals employed by the Liquidating Trust.
(b) The Prepetition Secured Creditors obtaining a full and
complete release from the Debtor's estate.
(c) Holders of allowed general unsecured claims receiving the
proceeds from certain causes of action (other than Avoidance
Actions) until their claims are paid in full at which time such
proceeds are paid to the Prepetition Secured Creditors.
(d) The Committee waiving any right to file any lawsuit
against the Prepetition Secured Creditors "challenging" the claims
and liens of the Prepetition Secured Creditors (subject to the
condition subsequent that the Plan be confirmed and become
effective). The Debtor and the Committee both believe that this
resolution is a very fortunate development for this case and is in
the best interests of creditors and this estate.
(e) Each of the music labels obtaining full and complete
releases from the Debtor, the Debtor's estate, and any persons or
entities claiming under or through them, with reciprocal releases
being provided by the music labels.
The Debtor believes that there would be a total of approximately
$49,209,344 of non-priority general unsecured claims if every claim
asserted in a timely filed proof of claim is allowed in the amount
asserted.
The Plan will be funded from the Estate Funds and from any
recoveries obtained by the Debtor's estate, including from any
return of the Escrowed Funds, and from the pursuit of any other
causes of action other than avoidance causes of action.
Specifically, the Debtor will transfer the Unsecured Creditors Fund
in the sum of $5,500,000 to the "Creditors Trust" for the purposes
of funding the Committee Professional Fees and all distributions to
be made to holders of Non-Label Class 4 Allowed Claims. This is
the sum remaining from the $5,725,000 being provided for the
benefit of holders of Non-Label Class 4 Allowed Claims after
deducting the settlement payments to be made to Universal and to
Warner.
A full-text copy of the Disclosure Statement dated August 10, 2016
is available at https://is.gd/EsrMsv
About RDIO, Inc.
Rdio, Inc. was founded in 2008 as a digital music service. The
business operations were launched in 2010 after Rdio secured all of
the major record label rights. Since that time, Rdio has strived
to grow into a worldwide music service, and today is in
approximately 86 countries.
Rdio filed Chapter 11 bankruptcy petition (Bankr. N.D. Calif., Case
No. 15-31430) on Nov. 16, 2015, with a deal in place to sell the
company to Pandora Media. The petition was signed by Elliott
Peters as senior vice president. Judge Dennis Montali has been
assigned the case.
The Debtor estimated assets in the range of $50 million to $100
million and liabilities of more than $100 million.
Levene, Neale, Bender, Yoo & Brill LLP serves as the Debtor's
counsel. Moelis & Company serves as investment banker.
REDBUD DOCK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Redbud Dock, LLC 16-30398
PO Box 1051
Catlettsburg, KY 41129
Green Coal, LLC 16-30399
P.O. Box 1052
Catlettsburg, KY 41129
Appalachian Mining and Reclamation, L.L.C. 16-30400
P.O. Box 1051
Catlettsburg, KY 41129
Producer's Land, LLC 16-30401
P.O. Box 15992 U.S. 23 South
Catlettsburg, KY 41129
Producer's Coal, Inc. 16-30402
P.O. Box 1031
Catlettsburg, KY 41129
Joint Venture Development, LLC 16-30403
7201 State Route 168
Catlettsburg, KY 41129
Chapter 11 Petition Date: August 31, 2016
Court: United States Bankruptcy Court
Southern District of West Virginia (Huntington)
Judge: Hon. Frank W. Volk
Debtors' Counsel: Stephen L. Thompson, Esq.
BARTH & THOMPSON
PO Box 129
Charleston, WV 25321
Tel: 304-342-7111
Fax: 304-342-6215
E-mail: sthompson@barth-thompson.com
Estimated Estimated
Assets Liabilities
---------- -----------
Redbud Dock, LLC $1M-$10M $1M-$10M
Green Coal, LLC $0-$50K $0-$50K
Appalachian Mining and Reclamation, L.L.C.$0-$50K $1M-$10M
Producer's Land, LLC $1M-$10M $1M-$10M
Producer's Coal, Inc. $1M-$10M $10M-$50M
Joint Venture Development, LLC $1M-$10M $500K-$1M
The petitions were signed by Zachary B. Burkons, special receiver.
A copy of Redbud Dock, LLC's list of 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/wvsb16-30398.pdf
A copy of Appalachian Mining's list of 20 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/wvsb16-30400.pdf
A copy of Producer's Land's list of 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/wvsb16-30401.pdf
A copy of Producer's Coal's list of 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/wvsb16-30402.pdf
A copy of Joint Venture, LLC's list of five unsecured creditors is
available for free at http://bankrupt.com/misc/wvsb16-30403.pdf
REDIGI INC: U.S. Trustee Unable to Appoint Creditors' Committee
---------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of ReDigi Inc.
Headquartered in Boca Raton, Florida, ReDigi Inc. Filed for Chapter
11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-20809) on
Aug. 3, 2016, listing $250 in total assets and $6.59 million in
total liabilities. The petition was signed by John Mark
Ossenmacher, CEO.
Judge Paul G. Hyman, Jr., presides over the case.
Craig I Kelley, Esq., at Kelley & Fulton, PL, serves as the
Debtor's bankruptcy counsel.
RINCON ISLAND: Wants $10 Mil DIP Financing, Cash Collateral Use
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Rincon Island Limited Partnership seeks immediate authority from
the U.S. Bankruptcy Court for the Northern District of Texas to
obtain post-petition financing from its affiliate, GIT, Inc., in an
aggregate amount not to exceed $10,000,000.
The Debtor also seeks authority to use Cash Collateral, which may
constitute cash collateral of UBS.
The Debtor asks the Court to provide third priority liens and a
superpriority administrative expense claim, among other things, to
GIT, Inc. in conjunction with the DIP Financing.
The Debtor tells the Court that its business requires additional
working capital on an immediate basis, so that it may continue
operating to preserve and maintain the value of its assets. The
Debtor has determined, in its business judgment, that it is unable
to pay its operating expenses and other obligations without
obtaining post-petition financing. .
The GIT, Inc. agrees to provide post-petition DIP financing to the
Debtor, under the following terms, among others:
(a) A non-default interest rate of 8% which will not be paid
in cash, but will accrue and be payable upon maturity only and will
be subject to the prior claims of UBS.
(b) Default interest rate equivalent to non-default rate +2%.
(c) Unless terminated sooner, the DIP Facility will terminate
and mature no later than September 8, 2017, which date may be
extended on the agreement of the Debtor and the DIP Lender.
A full-text copy of the Debtor's Motion, dated August 25, 2016, is
available at https://is.gd/e8pdq8
Attorneys for Rincon Island Limited Partnership:
David A. Zdunkewicz, Esq.
Timothy A. (“Tad”) Davidson II, Esq.
Ashley Gargour, Esq.
ANDREWS KURTH LLP
600 Travis, Suite 4200
Houston, Texas 77002
Telephone: (713) 220-4200
Telecopy: (713) 220-4285
-- and --
Michelle V. Larson, Esq.
ANDREWS KURTH LLP
1717 Main Street, Suite 3700
Dallas, Texas 75201
Telephone: (214) 659-4400
Telecopy: (214) 659-4401
GIT, Inc. is represented by:
Alec P. Ostrow, Esq.
Becker, Glynn, Muffly, Chassin &
Hosinski LLP
299 Park Avenue
New York, NY 10171
Facsimile: (212) 888-0255
Email: aostrow@beckerglynn.com
UBS is represented by:
Evan M. Jones, Esq.
O’Melveny & Myers, LLP
400 S. Hope St, 16th Floor
Los Angeles, CA 90071
Fascimile: (213) 430-6407
Email: ejones@omm.com
GLR, LLC can be reached at:
45 Rockefeller Plaza, Suite 2410
New York, NY 10111
About Rincon Island Limited Partnership
Rincon Island Limited Partnership filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 16-33174), on August 8, 2016. The case
is assigned to Judge Harlin DeWayne Hale. The Debtor's counsel is
David A. Zdunkewicz, Esq. at Andrews Kurth, LLP of 600 Travis,
Suite 4200, Houston, Texas.
At the time of filing, the Debtor estimated assets at $50 million
to $100 million and liabilities at $100 million to $500 million.
The petition was signed by Susan M. Whalen, SVP and general counsel
of general partner.
ROBISON TIRE: Proposes Taylor's Online Auction of Inventory
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Robison Tire Co., Inc., asks the U.S. Bankruptcy Court for the
Southern District of Mississippi to authorize the sale by auction
of inventory to be conducted by Taylor Auction and Realty, Inc.
The Debtor was a replacement tire wholesaler and retailer in the
Southeastern United States. Two manufacturers with whom the Debtor
had dealer agreements were The Goodyear Tire & Rubber Co. and
Hercules Tire & Rubber Co. In October 2014, Hercules terminated
its dealer agreement with Debtor. In January 2015 Goodyear
declined to renew its dealer agreements with Debtor.
The lack of ability to sell Goodyear and Hercules brands
significantly impacted Debtor's financial condition. At the time
of cessation of business operations, the Debtor had significant
trade debt in excess of $10,000,000 to manufacturers and suppliers
of inventory, approximately $2,000,000 in loans from a former
shareholder, Joe Robison, and approximately $4,000,000 in real
estate mortgage debt.
One of the Debtor's trade creditors was Strategic Import Supply,
Inc. ("SIS"), which was owed approximately $2,100,000. On June 29,
2015, the Debtor executed a Demand Promissory Note in favor of SIS
in the principal amount of $1,750,000 along with a Security
Agreement describing as collateral inventory, including inventory
of specialty OTR tires for the mining industry located in a
warehouse in Houston, Texas ("OTR Mining Tires"). SIS perfected
its security interest in the OTR Mining Tires, but did not include
a description of "inventory" in its Financing Statement. After the
execution of the Demand Promissory Note and Security Agreement, the
Debtor did not have any further communication with SIS.
Another significant trade creditor was Goodyear. It held a first
priority purchase money security interest in the Goodyear Inventory
and a second priority deed of trust upon a retail store owned by
Debtor located on Highway 15 in Laurel, Mississippi commonly
referred to as the New South Store.
Goodyear claimed that it was owed in excess of $2,100,000 under its
dealer agreements. In August, 2015, Goodyear began foreclosure on
the New South Store. The Debtor filed suit against Goodyear in the
Chancery Court of Jones County, Mississippi for monetary and
injunctive relief ("Jones County Action"). The Debtor obtained a
temporary restraining order enjoining the foreclosure. A week
later, Goodyear filed suit against the Debtor in the Court for
balances due under the Goodyear dealer agreements. Goodyear then
removed the Jones County Action to the Court, and sought transfer
of the removed Jones County Action to the Ohio District Court. The
removed Jones County Action was subsequently transferred to the
Ohio District Court.
With the New South Store no longer being subject to the option
granted to Southern Tire, the Debtor entered into a purchase and
sale agreement to sell the New South Store for $1,400,000, subject
to the consent of Goodyear and other contingencies. It also
entered into a lease purchase agreement to sell a retail location
in Forrest, Mississippi for $300,000. It terminated its retirement
plan, filed returns with governmental entities and consolidated its
bank accounts. Creditors who made inquiry were advised of Debtor's
liquidation plans, which focused on paying secured creditors so
that remaining unencumbered assets could be liquidated for the
benefit of unsecured creditors.
Resolving the claims of Goodyear was an important step in the
liquidation process. Approximately $1,500,000 in Goodyear
inventory was stored trailers and containers ("Goodyear Inventory")
at the Laurel Warehouse, now owned by Southern Tire. Goodyear
declined to repossess and dispose of the Goodyear Inventory, nor
would it consent to Robison liquidating the Goodyear Inventory.
Settlement with Goodyear was also necessary to remove the
requirement of Goodyear's consent to the sale of the New South
Store.
Numerous discussions occurred concerning settlement. The Ohio
District Court ordered mediation of the Ohio suits and were
successfully mediated to settlement in Youngstown, Ohio on
April 26, 2016, by U.S. Magistrate Judge George J. Limbert. The
terms of the settlement were dictated into the record of the Ohio
District Court and the parties agreed to the terms of the
settlement memorialized in a written Settlement Agreement
("Goodyear Settlement").
While the Settlement Agreement speaks for itself, the Goodyear
Settlement generally provides that the Debtor will liquidate the
Goodyear Inventory. One half of the net proceeds from liquidation
of the Goodyear Inventory will be forwarded to counsel for
Goodyear, which will hold the funds in escrow ("Escrow Funds"), and
the remaining one-half will be delivered to the Debtor. Upon a
closing of a sale of the New South Store, Goodyear will be
delivered all of the net proceeds of the sale up to $1,400,000,
plus one-half of the net proceeds in excess of $1,400,000. In the
event the net proceeds from the sale of the New South Store are
less than $1,400,000, all or a portion of the Escrow Funds will be
delivered to Goodyear to the extent that such funds are necessary
to pay Goodyear $1,400,000. The remaining Escrow Funds, if any,
will be delivered to Debtor. Goodyear also agreed, among other
things, to limit its recourse to the proceeds of the sale of the
New South Store and the Escrow Funds. This effectively reduced
Goodyear's claim by over $700,000.
Consistent with the Goodyear Settlement, the Debtor began
considering the best means of liquidating the Goodyear Inventory.
An auction sale was considered better alternative over bulk sale
because of competitive bidding and a date certain upon which
liquidation could be completed. A proposal was made by Taylor in
mid-May, 2016. After some negotiation, the Auction Proposal was
modified and accepted by Debtor on June 16, 2016.
While the Auction Agreement speaks for itself, Taylor is
responsible for moving the Goodyear Inventory to the New South
Store, staging the tires, division of the tires into lots and
marketing the tires. The auction will be conducted on-line only,
but prospective bidders will have the opportunity to inspect the
lots prior to bidding. Taylor has agreed to pay the costs of
staging the tires and marketing in advance and to be reimbursed
same from the proceeds of the sale. Taylor will be paid a seller's
commission of 5% on the first $500,000 of the "hammer price" and
7.5% percent above $500,000. Taylor will also be paid a 10%
buyer's premium.
Taylor has divided the Goodyear Inventory into approximately 1,000
lots. Taylor and Robison have identified some products that are
not Goodyear brands that were not included in the Bulk Sales. These
include approximately 200 lots of discontinued Toyo products and 30
lots of miscellaneous brands ("Other Inventory"). The Other
Inventory will be placed lots separate from the Goodyear lots and
included in the auction.
Robison has also identified trailers not included in the Bulk Sales
that are owned by Robison. Some of these trailers were used to
store the Goodyear Inventory and are located at the New South
Store. Other trailers owned by Robison have not been located. The
trailers do not have any liens encumbering them.
The lots of the Goodyear Inventory, the Other Inventory and the
trailers are included in the auction catalog ("Catalog"). Not
included in the Catalog are the Goodyear and Bridgestone Specialty
Tires.
Taylor anticipates the Catalog will be subdivided into at least
four catalogs. Taylor will begin advertisement of the catalogs and
make the lots available for inspection to prospective bidders as
soon as is practical. Bids will open for an on-line only auction
as soon as the Court approves and authorizes the auction. It is
anticipated that bidding will begin on Sept. 22, 2016, with bidding
beginning to close on Oct. 5, 2016.
On July 5, 2016, the Debtor was served with a Summons and Complaint
in connection with a civil action filed in the U.S. District Court
for the District of Minnesota by SIS ("SIS Action"). The Complaint
alleges that based upon its security interest in the inventory of
Debtor, it is entitled to possession of the inventory. The
Complaint also alleges, among other things, that Debtor' intended
auction was for the purpose of defrauding its creditors and with
the intent of secreting the proceeds of the sale from SIS. The
Complaint requests the Minnesota District Court to enjoin Robison
from conducting the auction and to award SIS possession and
ownership of the inventory. On July 14, 2016, SIS served Robison
with a Motion for Temporary Restraining Order, requesting the same
relief.
In addition to the SIS Action, other trade creditors had filed suit
against Debtor in several jurisdictions. With the filing of the
SIS Action, the Debtor determined that it would be more efficient
to liquidate its assets through a Chapter 11 plan of liquidation.
The Debtor also determined that the Chapter 11 Petition was
necessary to invoke the automatic stay as to the SIS Action to
prevent disruption of the action sale and to preserve the benefits
of the Goodyear Settlement.
A copy of the Goodyear Settlement, the Auction Proposal, and the
Catalog attached to the Motion is available for free at:
http://bankrupt.com/misc/Robison_Tire_71_Sales.pdf
Goodyear Tire is represented by:
David Wallace, Esq.
TAFT STETTINIUS & HOLLISTER LLP
200 Public Square, Suite 3500
Phone: (216) 241-2838
E-mail: dwallace@taftlaw.com
About Robison Tire
Since the early 1970's, Robison Tire Co., Inc., was a replacement
tire wholesaler and retailer in the Southeastern United States.
Robison entered into various dealer agreements with manufacturers
of passenger, commercial, off road, implement and specialty tires
pursuant to which it purchased products directly from manufacturers
and sold products on a wholesale and retail basis.
Beginning in approximately 2008, the company began expanding its
business operations, both in geographical area and volume. By the
beginning of 2011, it was doing business in Mississippi, Alabama,
Florida, Tennessee, Georgia, Louisiana and Arkansas. Robison had
warehouses in Laurel, Mississippi, Montgomery, Alabama and
Nashville, Tennessee. Robison Tire Co., Inc. was an authorized
wholesaler and retailer of a number of brands, including Armour,
Bridgestone, Goodyear, Hankook, Hercules and Toyo.
Robison Tire Co., Inc., sought the Chapter 11 protection (Bankr.
S.D. Miss. Case No. 16-51183) on July 14, 2016. Judge Katharine M.
Samson is assigned to the case.
The Debtor estimated assets in the range of $500,000 to $1 million
and $1 million to $10 million in debt.
Jarrett Little, Esq. at Lentz & Little, PA, serves as the Debtor's
counsel.
The petition was signed by Michael Windham, president.
RYAN EXCAVATING: Okayed to Pay $41K for 6100 North Lincoln Project
------------------------------------------------------------------
Judge Jacqueline P. Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Ryan Excavating, LLC, to
use cash collateral and make a final payment on the 6100 North
Lincoln Project pursuant to the agreement between the Debtor,
Gallant Construction, and the Laborers Pension Fund.
The Debtor had invoiced for payment from Gallant Construction for
the project at 6100 North Lincoln, Chicago, Illinois. The Debtor
contended that in order to continue operations, it needed payment
of the Gallant invoices.
Judge Cox authorized Gallant to pay the Debtor the sum of $40,500,
in exchange for a final waiver on the 6100 North Lincoln project.
Judge Cox ordered that of the $40,500, a payment of $13,542 be
issued jointly to the Debtor and the Laborers Pension Fund, which
would net the Debtor a total of $26,958.
A full-text copy of the Agreed Order, dated Aug.26, 2016, is
available at https://is.gd/OlDzdl
About Ryan Excavating, LLC.
Ryan Excavating LLC filed a chapter 11 petition (Bankr. N.D. Ill.
Case No. 16-12921) on Apr. 15, 2016, is represented by Richard G.
Larsen, Esq., at Springer Brown, LLC, in Wheaton, Ill., and
estimated its assets and liabilities at less than $1 million at the
time of the filing. The petition was signed by Ryan Bright,
president.
SAMSON RESOURCES: Plan Support Agreement Filed
----------------------------------------------
BankruptcyData.com reported that Samson Resources filed with the
U.S. Bankruptcy Court a plan support agreement. According to
documents filed with the Court, "On the effective date of the Plan
(the 'Emergence Date'), a trust (the 'Settlement Trust') shall be
established that shall contain (i) claims against unreleased
parties; (ii) the Settlement Trust Cash Amount (as defined below);
and (iii) all other unencumbered assets of the Debtors (other than
the Retention Option Assets, if any) (collectively, the 'Settlement
Trust Assets'). The 'Settlement Trust Cash Amount' shall mean cash
in an amount equal to (i) any net cash proceeds from any sale of
unencumbered assets ('Unencumbered Asset Sale Proceeds') on or
prior to the Emergence Date, plus (ii) the Retention Option
Payment; less (iii) an amount equal to the aggregate Professional
Fee Claims of the Committee's professionals; provided that, if the
Professional Fee Claims of the Committee's professionals exceed the
sum of the Unencumbered Asset Sale Proceeds and the Retention
Option Payment, then the Settlement Trust Cash Amount shall be
zero. To the extent Emergence Date liquidity is less than the
Minimum Liquidity Amount (such occurrence the 'Minimum Liquidity
Shortfall,' and the difference between Emergence Date liquidity and
the Minimum Liquidity Amount the 'Minimum Liquidity Shortfall
Amount'), the Second Lien Term Lenders will assign a portion of any
distributions payable from the Settlement Trust to the Second Lien
Lenders, in an amount equal to the Minimum Liquidity Shortfall
Amount, to the Reorganized Debtors to support liquidity after the
Emergence Date. On the Emergence Date: A portion of the outstanding
obligations under the existing reserve based loan facility (the
'Existing RBL Facility') will be repaid using at least a portion of
the net proceeds from Designated Asset Sales (as defined below)
such that the target amount outstanding after such repayment (the
'Target RBL Balance') will not exceed the borrowing base of the
assets retained by Reorganized Samson. The Target RBL Balance will
then be refinanced with a new exit RBL facility (the 'New RBL
Facility') provided by the Existing RBL Facility Lenders."
About Samson Resources
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015.
Philip W. Cook, the executive vice president and
chief financial officer, signed the petition. The Debtors
estimated assets and liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production
company with interests in various oil and gas leases primarily
located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and
Wyoming. The Operating Companies operate, or have royalty or
working interests in, approximately 8,700 oil and gas production
sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors'
Investment banker. Garden City Group, LLC serves as claims and
noticing agent to the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors. The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.
* * *
The Debtors, on May 16, 2016, filed a new debt-for-equity Chapter
11 Plan, a copy of whose Disclosure Statement is available at
http://bankrupt.com/misc/SAMSONds0517.pdf
The Plan contemplates an exchange of First Lien Claims for new
first lien debt (including commitments under a new reserve-based
revolving credit facility), Cash (including proceeds from Asset
Sales, if any), and new common equity.
In a subsequent filing, the Creditors Committee submitted a motion
in court seeking the termination of the Debtors' exclusivity
periods to file, and solicit acceptances for that, a Chapter 11
plan. As reported in the May 26, 2016 edition of The Troubled
Company Reporter, the Committee claimed that "the Debtors' Amended
Plan on file represents a no win choice for unsecured creditors:
vote for the plan and get less than one would in a Chapter 7
liquidation; fight the plan and either get nothing or end up six
months down the road with no plan and administrative expenses
running out of control."
SANDRIDGE ENERGY: Court Okays Plan Filing Exclusivity Til Jan. 13
-----------------------------------------------------------------
BankruptcyData.com reported the U.S. Bankruptcy Court issued an
order approving SandRidge Energy's motion to extend the exclusive
period during which the Company can file a Chapter 11 plan and
solicit acceptances thereof through and including Jan. 13, 2017 and
March 14, 2017, respectively. As previously reported, "The hearing
to confirm the plan of reorganization that embodies this globally
unsupported restructuring is scheduled to conclude on September 8,
2016, approximately five days before the statutory expiration of
the Debtors' exclusive right to file a chapter 11 plan. Out of an
abundance of caution, however, the Debtors seek an extension of the
exclusivity period in which the Debtors may file and solicit
acceptances of a chapter 11 plan of reorganization. The Debtors
believe that maintaining the exclusive right to file and solicit
votes on a plan of reorganization is critical to realizing the
value-maximizing restructuring contemplated by the Plan. Extending
the exclusivity periods will afford the Debtors and their
stakeholders' time to confirm the Plan, finalize the transactions
contemplated by the Plan, and proceed toward emergence in an
efficient, organized fashion. Therefore, the Debtors request an
extension of the exclusivity period by four months to allow the
Debtors to focus on continuing to advance the process and to
preclude the costly disruption and instability that would occur if
competing plans were to be proposed."
About SandRidge Energy
SandRidge Energy, Inc. (OTC PINK: SDOC) --
http://www.sandridgeenergy.com/-- is an oil and natural gas
exploration and production company headquartered in Oklahoma City,
Oklahoma, with its principal focus on developing high-return,
growth-oriented projects in the U.S. Mid-Continent and Niobrara
Shale.
SandRidge Energy, Inc. and 24 of its subsidiaries each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Lead Case No. 16-32488) on May 16, 2016. The petitions
were signed by Julian M. Bott as chief financial officer.
The Debtors have hired Kirkland & Ellis LLP as general bankruptcy
counsel, Zack A. Clement PLLC as local counsel, Houlihan Lokey
Capital, Inc. as financial advisor, Alvarez & Marsal Holdings, LLC
as restructuring advisor and Prime Clerk LLC as claims and
noticing agent.
The cases are assigned to Judge David R Jones.
The Office of the U.S. Trustee has appointed five creditors of
SandRidge Energy, Inc., to serve on the official committee of
unsecured creditors.
SARATOGA RESOURCES: Court Confirms Plan of Reorganization
---------------------------------------------------------
The U.S. Bankruptcy Court confirmed Saratoga Resources' Chapter 11
Plan of Reorganization. According to documents filed with the
Court, "If Classes 1 (First Lien Lenders), 3 (Convenience Claims)
and 4 (General Unsecured Claims) vote to accept the Plan, then as
part of a settlement of, among other things, the amount of its
superpriority Claims against the estates, ERG II will subordinate
the payment of its ERG II Superpriority Claim to the payment of up
to $2 million of unsecured pre-petition trade debt from net
proceeds of the Litigation Trust. If Classes 1, 3 and/or 4 do not
vote to accept the Plan, then ERG II will not subordinate the
recovery of the ERG II Superpriority Claim to the payment of the
unsecured pre-petition trade debt; Provide that certain assets -
the Excluded Assets - of the Debtors which are not transferred to
the Litigation Trust will be retained by the Reorganized Debtors;
Provide that if Classes 1, 3 (Convenience Claims) and 4 (General
Unsecured Claims) vote to accept the Plan, then the existing
stockholders of Saratoga will retain their equity interests in
Reorganized Saratoga. If Classes 1, 3 (Convenience Claims) and/or 4
(General Unsecured Claims) do not vote to accept the Plan, then the
Existing Equity Interests in Saratoga will be cancelled and New
Equity Interests in Reorganized Saratoga will be issued to the
Litigation Trust, LLC; Provide for the cancellation of the liens
securing the First Lien Claims and Second Lien Claims and any other
Secured Claims (to the extent not already cancelled at the time of
the Sale to ERG II)."
About Saratoga Resources
Saratoga Resources -- http://www.saratogaresources.com/-- is an
independent exploration and production company with offices in
Houston, Texas and Covington, Louisiana. Principal holdings cover
approximately 51,500 gross/net acres, mostly held by production,
located in the transitional coastline and protected in-bay
environment on parish and state leases of south Louisiana and in
the shallow Gulf of Mexico Shelf. Most of the company's large
drilling inventory has multiple pay objectives that range from as
shallow as 1,000 feet to the ultra-deep prospects below 20,000
Feet in water depths ranging from less than 10 feet to a maximum of
approximately 80 feet.
Saratoga Resources, Inc., Harvest Oil & Gas, LLC, and their
affiliated debtors sought protection under Chapter 11 of the
Bankruptcy Code on June 18, 2015. The lead case is In re Harvest
Oil & Gas, LLC (Bankr. W.D. La. Case No. 15-50748).
The Debtors are represented by William H. Patrick, III, Esq., at
Heller, Draper, Patrick, Horn & Dabney, LLC, in New Orleans,
Louisiana.
SEQUENOM INC: Inks MOU to Settle Labcorp Merger Deal-Related Suits
------------------------------------------------------------------
Sequenom, Inc., the individual members of Sequenom's Board of
Directors, Laboratory Corporation of America Holdings and Savoy
Acquisition Corp., on Aug. 30, 2016, entered into a Memorandum of
Understanding which sets forth the parties' agreement in principle
for a settlement of actions related to their proposed merger
transaction.
As explained in the MOU, Sequenom, the Individual Defendants,
LabCorp and the Purchaser have agreed to the settlement solely to
eliminate the burden, expense, distraction and uncertainties
inherent in further litigation and without admitting any liability
or wrongdoing. The MOU contemplates that the parties will seek to
enter into a stipulation of settlement providing for the
certification of a mandatory non opt-out class, for settlement
purposes only, that includes any and all record and beneficial
owners of Shares (excluding the defendants, their subsidiary
companies, affiliates, assigns, and members of their immediate
families) who held Shares at any time during the period beginning
on July 26, 2016, through the date of consummation or termination
of the proposed Transactions, including any and all of their
respective successors in interest, predecessors, representatives,
trustees, executors, administrators, heirs, assigns or transferees,
immediate and remote, and any person or entity acting for or on
behalf of, or claiming under, any of them, and each of them and a
global release of claims relating to the Offer and the Merger
Agreement as set forth in the MOU. The claims will not be released
until such stipulation of settlement is approved by the United
States District Court for the Southern District of California.
There can be no assurance that the parties will ultimately enter
into a stipulation of settlement or that the court will approve
such settlement even if the parties were to enter into such
stipulation. The settlement will not affect the consideration to
be received by Sequenom stockholders in connection with the Offer
and the Merger Agreement.
As part of the settlement, Sequenom agreed to make certain
additional disclosures related to the Offer and the Merger
Agreement.
About Sequenom
Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.
Sequenom reported a net loss of $16.3 million on $128 million of
total revenues for the year ended Dec. 31, 2015, compared to net
income of $1.01 million on $152 million of total revenues for the
year ended Dec. 31, 2014.
As of June 30, 2016, Sequenom had $97.3 million in total assets,
$152 million in total liabilities and a $54.5 million total
stockholders' deficit.
SUNEDISON INC: Selling Solar Materials Business to for $150M
------------------------------------------------------------
SunEdison, Inc. ("SUNE"), and affiliated sellers ask the U.S.
Bankruptcy Court for the Southern District of New York to authorize
the auction and bidding procedures ("Bidding Procedures") in
connection with the sale of solar materials business to GCL-Poly
Energy Holdings Ltd. and/or its designees ("Stalking Horse Bidder")
for $150,000,000, subject to adjustments and overbid.
A hearing on the Motion is set for Sept. 15, 2016 at 10:00 a.m.
(PET). The objection deadline is Sept. 9, 2016 at 4:00 p.m.
(PET).
SUNE, SunEdison Products Singapore Pte. Ltd., MEMC Pasadena, Inc.,
and Solaicx ("Sellers") manufacture and develop various products
related to renewable energy, including solar panels and solar
components. This includes the (a) development and manufacturing
of: (i) granular polysilicon produced with the Sellers' proprietary
high-pressure fluidized bed reactor technology; (ii) single
crystalline ingots produced with the Sellers' proprietary
Continuous Czochralski technology; (iii) multi-crystalline silicon
ingots produced with the Sellers' proprietary directional
solidification technology; (iv) wafers and photovoltaic solar cells
using the Sellers' proprietary diamond coated wire wafering process
and technology; and (v) photovoltaic solar modules based on the
Sellers' proprietary module technology, including the business of
the crystalline ingots manufacturing facility controlled by the
Sellers and located in Portland, Oregon and (b) the Purchased
Equity, which is 6,630,000 common shares, 5,000 KRW par value per
share, of SMP Ltd. ("SMP"), which common shares are owned by
SunEdison Products Singapore Pte. Ltd. and represent approximately
65.25% of the outstanding shares of capital stock of SMP ("Solar
Materials Business").
The Stalking Horse Agreement contemplates the sale of the Sellers'
Purchased Assets to the Stalking Horse Bidder for a total of
$150,000,000, payable at the closing as follows: (i) $100,000,000
payable in cash to the Sellers, (ii) $30,000,000 paid into escrow
and to be released to Sellers within 12 months following the
closing if the conditions specified in Section 6.20 of the Stalking
Horse Agreement are satisfied, and (iii) $20,000,000 paid into
escrow and to be released to Sellers within 12 months following the
closing if the conditions specified in Section 6.21 of the Stalking
Horse Agreement are satisfied. In addition, Buyer will pay the cure
amount up to the cure cap in connection with the assumption and
assignment of certain executory contracts and unexpired leases to
the Stalking Horse Bidder ("Assumed Contracts and Leases")
designated by the Buyer. The purchased assets include, but are not
limited to, certain contracts and leases of the Sellers, all other
equipment and personal property used or held primarily for use in
connection with the Solar Materials Business, certain intellectual
property of the Sellers, the transfer of certain employees of the
Sellers, and the Sellers' rights to their equity interests in SMP.
Prior to the Petition Date, in connection with a potential sale
process for the Purchased Assets as well as other assets of the
Company, Rothschild identified and developed a list of potentially
interested parties and solicited such parties/ interest in a sale
transaction, including the Stalking Horse Bidder. Rothschild spoke
to more than 16 parties specifically about the Solar Materials
Business of which 7 executed a non-disclosure agreement ("NDA").
After discussions with the parties that entered into NDAs in
connection with the sale of the Solar Materials Business and the
evaluation of non-binding and binding offers for the Solar
Materials Business by such parties, including the Stalking Horse
Bidder, the Sellers determined in their business judgment
considering all relevant factors, that the offer by the Stalking
Horse Bidder was the highest and/or best offer available for the
Purchased Assets, and entered into the Stalking Horse Agreement,
dated as of Aug. 26, 2016.
Under the Stalking Horse Agreement, the Sellers have agreed to sell
the Purchased Assets for $150,000,000 (subject to adjustment as
provided in the Stalking Horse Agreement) and the Buyer will cover
any Cure amount up to the Cure Cap in connection with the Assumed
Contracts and Leases designated by the Buyer. Critical to the
Stalking Horse Bidder's agreement to enter the Stalking Horse
Agreement, the Sellers have agreed to pay the Stalking Horse
Bidder: (a) reasonable, documented out-of-pocket costs, fees and
expenses incurred by Buyer and its Affiliates (including fees and
expenses of legal, accounting, and financial advisors) in
connection with the Stalking Horse Agreement and the transactions
contemplated thereby, up to a maximum amount of $2,000,000
("Expense Reimbursement Amount"), and (b) a break-up fee ("Break-up
Fee") equal to 3% of the purchase price, which are payable upon
certain triggers.
In particular, under the Stalking Horse Agreement and subject to
bankruptcy court approval, the Stalking Horse Bidder is entitled to
be paid the Break-Up Fee if the Stalking Horse Agreement is
terminated because either (i) the auction has concluded and the
Stalking Horse Bidder is not the Successful Bidder, or (ii) if
there is a breach by the Sellers of their covenants,
representations or warranties that would result in a failure of a
condition to Closing; and the Sellers enter into, or agree to enter
into, a definitive agreement for an Alternative Transaction within
12 months following such termination; provided that the Stalking
Horse Bidder will not be entitled to a Break-Up Fee if it has
committed certain material breaches allowing the Sellers to
terminate the Stalking Horse Agreement. Separately, the Stalking
Horse Bidder is entitled to be paid the Expense Reimbursement
Amount if (i) the auction has concluded and the Stalking Horse
Bidder is not the Successful Bidder, (ii) the Stalking Horse
Agreement is terminated because the Sellers enter into, or agree to
enter into, a definitive agreement with respect to an Alternative
Transaction, (iii) there is a breach by the Sellers of their
covenants, representations or warranties that would result in a
failure of a condition to closing, or (iv) the Sellers withdraw or
seek to withdraw the Sale Motion.
The Bidding Procedures proposes these key dates for the bidding
process:
i. Bid Deadline: Oct. 13, 2016 at 4:00 p.m. (EST)
ii. Auction: Oct. 18, 2016 at 10:00 a.m. (EST) at the offices of
Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New
York, NY 10036.
iii. Sale Hearing: Oct. 20, 2016 at 10:00 a.m. (EST)
Key terms of the Bidding Procedures are as follows:
a. A Qualified Bid: Stalking Horse Bid
b. Deposit: 10% of the purchase price offered by such bid
c. Subsequent Bids: Additional $150,000 above the prior bid
d. Bid Protection: $6,500,000
The Sellers have a sound business justification for consummating
the sale transaction. The Debtors' highest priority in the Chapter
11 Cases is to maximize the value of their estates for the benefit
of their creditors and other stakeholders. To that end, the Sellers
have secured, after extensive negotiations, a compelling offer from
the Stalking Horse Bidder for the Purchased Assets -- specifically,
$100,000,000 in cash payable at the closing, plus $50,000,000 paid
into escrow at closing and subject to release to the Sellers as
provided in the Stalking Horse Agreement, plus payment of the cure
amount for the Assumed Contracts and Leases up to the cure cap in
connection with the Assumed Contracts and Leases designated by the
Stalking Horse Bidder.
Moreover, the Bidding Procedures contemplate that the Sellers will
continue to market the Purchased Assets in search of a higher or
otherwise better offer than that provided by the Stalking Horse
Bidder. In the meantime, the Stalking Horse Agreement will provide
a floor for other competitive bids.
The Debtors request approval under 11 U.S.C. Sec. 365 of the
Debtors' assumption and assignment of certain executory contracts
and unexpired leases to the Stalking Horse Bidder or the successful
bidder. To the extent necessary, the Debtors will present facts at
the sale hearing to show the financial wherewithal, willingness,
and ability of the Stalking Horse Bidder or the successful bidder
to perform under the Assumed Contracts and Leases.
A copy of the Bid Procedures and the Stalking Horse Agreement
attached to the Motion is available for free at:
http://bankrupt.com/misc/SunEdison_Inc_1072_Sales.pdf
The Purchaser:
GCL-Poly Energy Holdings Ltd.
Unit 1703-1706, Level 17
International Commerce Centre
1 Austin Road West
Kowloon, Hong Kong
Attn: Charles Yeung, Executive Director
E-mail: charlesyeung@gcl-power.com.hk
The Purchaser is represented by :
Michael A. Rosenthal, Esq.
John T. Gaffney, Esq.
GIBSON, DUNN & CRUTCHER LLP
200 Park Avenue
New York, NY 10166
E-mail: mrosenthal@gibsondunn.com
jgaffney@gibsondunn.com.
About SunEdison, Inc.
SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean
power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.
The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors
and
Prime Clerk LLC as claims and noticing agent. The Debtors
employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.
An official committee of unsecured creditors has been appointed in
the case. The committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.
TEARN DEVELOPMENT: Hires Keller Williams as Realtor
---------------------------------------------------
Tearn Development LLC seeks authorization from the U.S. Bankruptcy
Court for the District of New Jersey to employ Keller Williams City
Life Realty as realtor.
The Debtor requires Keller Williams to provide complete
representation in listing and selling the Debtor's property at 181
Avenue A, Bayonne, NJ 07002.
Keller Williams will be compensated at a flat 5% real estate
brokerage commission.
Diana Sutherlin of Keller Williams, 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.
Keller Williams can be reached at:
Diana Sutherlin
KELLER WILLIAMS CITY LIFE REALTY
100 Washington Street
Hoboken, NJ 07030
Tel: (201) 659-8600
Headquartered in Bayonne, New Jersey, Tearn Development LLC filed
for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No.
16-21672) on June 15, 2016, listing $2.25 million in total assets
and $2.24 million in total liabilities. The petition was signed
by Richard Cirminello, partner. Judge Stacey L. Meisel presides
over the case. Nicholas Fitzgerald, Esq., at Fitzgerald &
Associates, P.C., serves as the Debtor's bankruptcy counsel.
TITHERINGTON DESIGN: Taps CDC Real Estate as Broker
---------------------------------------------------
Titherington Design & Manufacturing, Inc. seeks authorization from
the U.S. Bankruptcy Court for the Northern District of New York to
employ CDC Real Estate Inc. and Matthew T. Boire as real estate
broker.
The Debtor requires CDC and Mr. Boire to list, market and sell the
Debtor's commercial real property and principal place of business
located at 102 Sharron Avenue, Plattsburgh, New York 12901.
CDC and Mr. Boire propose to charge a commission of 6% of the
contract price payable upon the closing of a sale of the Property.
in the event that the Property is not sold during the term of the
listing, CDC requests allowance of $1,500 to recoup its advertising
and marketing costs.
Matthew T. Boire, owner and president of CDC, 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.
The real estate broker can be reached at:
Matthew T. Boire
CDC REAL ESTATE INC.
30 Bridge Road, Suite 111
Rouses Point, NY 12979
Tel: (518) 297-7741
About Titherington Design
Titherington Design & Manufacturing, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No.
16-10705) on April 21, 2016.
The petition was signed by Philip D. Titherington, president and
CEO. The Debtor is represented by Francis J. Brennan, Esq., at
Nolan & Heller, LLP.
The Debtor estimated assets of $500,000 to $1 million and debts of
$1 million to $10 million.
TLD VENTURES: Names Ruth Smallwood as Accountant
------------------------------------------------
TLD Ventures, LLC seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of Oklahoma to employ Ruth Smallwood
of the firm P & R Tax Service and Bookkeeping as accountant.
The Debtor requires Ms. Smallwood to:
(a) prepare tax returns;
(b) prepare monthly statements;
(c) reconcile sales taxes weekly;
(d) reconcile employee tax withholdings weekly; and
(e) advise the Debtor on tax and accounting issues.
Ms. Smallwood will charge the Debtor $2,110 for the services.
Ms. Smallwood 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.
The accountant can be reached at:
Ruth Smallwood
P & R TAX SERVICE AND BOOKKEEPING
615 S. Broadway
Checotah, OK 74426
Tel: (918) 473-9829
About TLD Ventures
TLD Ventures, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Okla. Case No. 16-80621) on June 22,
2016. Thomas M. Wright, Esq. of Wright, Stout & Wilburn, PLLC
serves as legal counsel.
TRIBUNE CO: No Need for Mediation on Henke's Appeal, Judge Says
---------------------------------------------------------------
Magistrate Judge Mary Pat Thynge of the United States District
Court for the District of Delaware recommended that, pursuant to
paragraph 2(a) of the Procedures to Govern Mediation of Appeals
from the United States Bankruptcy Court for this District and 28
U.S.C. Section 636(b), the case captioned ROBERT HENKE, Appellant,
v. TRIBUNE MEDIA COMPANY, Appellee, C. A. No. 16-424-GMS (Bankr. D.
Del.), is withdrawn from the mandatory referral for mediation and
proceed through the appellate process of this Court.
Pursuant to paragraph 2(a) of the Procedures to Govern Mediation of
Appeals from the United States Bankruptcy Court for this District
dated September 11, 2012, a teleconference was held on August 15,
2016 for an initial review and discussion with pro se appellent and
counsel for appellees to determine the appropriateness of mediation
in this matter.
As a result of the screening process, the issues involved in this
case are not amenable to mediation and mediation at this stage
would not be a productive exercise, a worthwhile use of judicial
resources nor warrant the expense of the process. The parties
discussed settlement shortly after appellant's proof of claim was
filed. Appellant's Chapter 11 claim was based on alleged libel and
the resulting damages from an article initially published by
appellees in 2007. As evidenced from their negotiations, the ending
gulf between the parties was substantial. Due to these negotiations
and their success in the Bankruptcy Court on their objection to
appellant's claim, which resulted in its disallowance, it is highly
unlikely that appellees will be in the range that appellant values
his claim for settlement.
The appeals case is related to IN RE: TRIBUNE MEDIA COMPANY, et
al., Debtors, Bankruptcy Case No. 08-13141 KJC, BAP No. 16-00032
(Bankr. D. Del.).
A full-text copy of the Recommendation dated August 15, 2016 is
available at https://is.gd/jHxpVx from Leagle.com.
Tribune Media Company, et al., Debtor, is represented by Janet
Kathleen Stickles, Esq. -- kstickles@coleschotz.com -- Cole,
Schotz, Meisel, Forman & Leonard, P.A..
Robert Henke, Appellant, Pro Se.
Tribune Media Company, Appellee, is represented by Janet Kathleen
Stickles, Cole, Schotz, Meisel, Forman & Leonard, P.A., Norman L.
Pernick, Esq. -- npernick@coleschotz.com -- Cole, Schotz, Meisel,
Forman & Leonard, P.A. & Jillian K. Ludwig, pro hac vice.
About Tribune Co.
Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts. Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.
Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy. Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.
Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization. In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan. Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.
Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization. The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.
TRINITY RIVER: Names Conway MacKenzie's John Young as Manager
-------------------------------------------------------------
Trinity River Resources, LP asks for permission from the U.S.
Bankruptcy Court for the Western District of Texas to employ John
T. Young, Jr., a Senior Managing Director with Conway MacKenzie, as
the Debtor's independent manager.
The Debtor requires Mr. Young to:
(a) manage the business and financial affairs of the Debtor
using independent business judgment;
(b) hire or remove the Debtor's professionals;
(c) evaluate and enforce the Debtor's rights and claims,
including rights and claims in connection with transactions
involving the Debtor's affiliates and agents, and negotiate
and settle such rights and claims, subject to Bankruptcy
Court approval;
(d) lead negotiations with parties-in-interest and their
respective representatives with respect to use of cash
collateral, debtor in possession financing, plans of
reorganization and/or sales of the Debtor's assets;
(e) to the extent the Independent Manager deems appropriate,
seek court approval of, on behalf of the Debtor, use of
cash collateral, debtor-in-possession financing, a plan of
reorganization and/or a sale of the Debtor's assets;
(f) pursue and seek court approval of the sale of all or
substantially all of the Debtor's assets utilizing Scotia
Waterous (USA), Inc. as the broker and have full authority
to resolve matters necessary for a sale that the broker
recommends will realize the highest and best value to the
Debtor's estate;
(g) provide, when necessary, testimony before the Bankruptcy
Court on matters within the scope of the Independent
Manager's engagement and responsibilities; and
(h) investigate and, to the extent the Independent Manager
deems appropriate, object to and/or settle any claim,
including claims against any Insider, as that term is
defined by the Bankruptcy Code, filed or deemed filed in
the chapter 11 proceeding.
The Debtor will compensate Mr. Young the amount of $50,000 per
month for the services rendered.
Mr. Young will also be reimbursed for reasonable out-of-pocket
expenses incurred.
John T. Young, Jr., senior managing director with Conway MacKenzie,
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.
Mr. Young can be reached at:
John T. Young, Jr.
CONWAY MACKENZIE
1301 McKinney Street, Suite 2025
Houston, TX 77010
Tel: (713) 650-0500
E-mail: JYoung@ConwayMacKenzie.com
About Trinity River Resources
Trinity River Resources, LP, filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tex. Case No. 16-10472) on April 21, 2016. The
petition was signed by Matthew J. Telfer, as manager of Trinity
River Resources, GP, LLC. The Debtor estimated assets in the range
of $50 million to $100 million and liabilities of up to $500
million. The Debtor has hired Bracewell LLP as counsel,
Bridgepoint Consulting, LLC, as financial advisor, and Scotiabank
as investment banker. Judge Tony M. Davis is assigned to the case.
UNITED PLASTIC: Wants to Use Renasant Bank Cash Collateral
----------------------------------------------------------
United Plastic Recycling, Inc., asks the U.S. Bankruptcy Court for
the Middle District of Alabama for authorization to use Renasant
Bank's cash collateral, pending a sale of the Debtor as a going
concern.
The Debtor relates that it has been involved with sale negotiations
and the preparation of an asset purchase agreement with two
potential buyers of the Debtor's business, as a going concern. The
Debtor further relates that negotiations with the first potential
purchaser, Custom Polymers, were terminated without a signed asset
purchase agreement. The Debtor adds that it has been in
negotiations with a second purchaser, Jet Polymner, and that a
letter of intent was signed, but it appears that an asset purchase
agreement will not be signed.
The Debtor tells the Court that it is currently allowed to use cash
collateral until August 30, 2016. It further tells the Court that
neither Renasant Bank nor the Committee of Unsecured Creditors will
agree to the Debtor's use of cash collateral beyond August 30,
2016.
The Debtor contends that it is attempting to sell its business as a
going concern and that sale as a going concern will maximize the
return on the Debtor's assets for unsecured creditors versus
liquidation.
A full-text copy of the Debtors' Motion, dated August 26, 2016, is
available at https://is.gd/8HUiTD
About United Plastic Recycling
United Plastic Recycling, Inc. and affiliate United Lands, LLC,
filed Chapter 11 bankruptcy petitions (Bankr. M.D. Ala. Case No.
15-32928 and 15-32926) on Oct. 16, 2015. The United Plastic
petition was signed by John A. Bonham, Jr., president.
Judge Dwight H. Williams Jr. Presides over United Lands' case,
while Judge William R. Sawyer presides over United Plastic's case.
James L. Day, Esq., at Memory & Day serves as the Debtors'
bankruptcy counsel.
United Plastic estimated its assets at up to $50,000, and its
liabilities at between $10 million and $50 million.
United Lands estimated its assets at up to $50,000 and its
liabilities at up $50,000.
USG CORP: Moody's Puts Ba3 CFR Under Review for Upgrade
-------------------------------------------------------
Moody's Investors Service placed USG Corporation's ratings under
review for upgrade including its Ba3 Corporate Family Rating,
Ba3-PD Probability of Default Rating, and the ratings assigned to
the company's debt instruments. The review follows USG's recent
announcement that it is selling its building product distribution
business, L&W Supply Corporation to American Builders & Contractors
Supply Co., Inc. The SGL-2 Speculative Grade Liquidity rating
remains unchanged at this time.
USG announced that it is selling L&W Supply for
$670 million to ABC Supply. Proceeds from the sale will be used to
redeem $250 mil. Sr. Unsec. Notes due 2020 and $350 mil. Sr. Unsec.
Notes due 2021. The transaction, which is scheduled to close in
4Q16, allows USG to reduce debt, improve debt credit metrics, and
focus on its higher margin manufacturing businesses.
On Review for Upgrade:
Corporate Family Rating, currently Ba3;
Probability of Default Rating, currently Ba3-PD;
Guaranteed senior unsecured notes, currently Ba3 (LGD3);
Senior unsecured (not guaranteed) notes, currently B2 (LGD5);
Industrial revenue bonds with various maturities (not
guaranteed), currently B2 (LGD5).
The rating outlook was revised to Rating Under Review from
Positive.
RATINGS RATIONALE
The review will be completed upon successful sale of L&W Supply
Corp. and resulting debt redemption. Nevertheless, Moody's views
the L&W sale, expected to be completed in 4Q16, as credit positive.
USG will now focus more on its manufacturing, which the company
indicated has better growth prospects than its in-house
distribution business. LTM revenues will decline by approximately
$1.5 billion, but pro forma credit metrics will improve following
divestiture of its lower margin business. Moody's estimates annual
cost savings of approximately $15 million, but an one-time charge
is likely On a pro forma basis, we estimate USG's EBITA margins
increasing to nearly 20% from 14% for LTM 2Q16. With asset sale
proceeds used for debt reduction, we calculate interest coverage --
measured as EBITA-to-interest expense -- improving to 4.0x on a pro
forma basis from 2.9x for the twelve months through June 30, 2016,
and debt-to-EBITDA declining to about 2.3x from 3.5x at 2Q16.
The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.
USG Corporation, headquartered in Chicago, IL, is a North American
manufacturer of primarily wallboard, and ceiling tiles and ceiling
grids for commercial applications. Pro forma revenues excluding
L&W Supply Corp. for the 12 months through June 30, 2016, totaled
approximately $2.4 billion.
VISUALANT INC: Cancels Series B Certificate of Designations
-----------------------------------------------------------
Visualant, Incorporated, on March 8, 2016, received approval from
the State of Nevada for the Certificate of Designations of
Preferences, Powers, Rights and Limitations of Series B Redeemable
Convertible Preferred Stock. The Certificate authorized 5,000
shares of Series B Preferred Stock at a par value of $.001 per
share that is convertible into common stock at $7.50 per share,
with certain adjustments as set forth in the Certificate. The
Company is currently cancelling the Certificate of Designations of
Preferences, Rights and Limitations of Series B Redeemable
Preferred Stock.
The Company is obtaining approval from the State of Nevada for the
Certificate of Designations of Preferences, Powers, Rights and
Limitations of Series C Redeemable Convertible Preferred Stock. The
Certificate authorizes 5,000 shares of Series C Preferred Stock at
a par value of $.001 per share that is convertible into common
stock at $0.70 per share, with certain adjustments as set forth in
the Certificate.
About Visualant Inc.
Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998. The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.
Visualant reported a net loss of $2.63 million on $6.29 million of
revenue for the year ended Sept. 30, 2015, compared to a net loss
of $1.01 million on $7.98 million of revenue for the year ended
Sept. 30, 2014.
As of June 30, 2016, Visualant had $3.05 million in total assets,
$7.22 million in total liabilities, all current, and a total
stockholders' deficit of $4.17 million.
PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2015, citing that Company has sustained a
net loss from operations and has an accumulated deficit since
inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
VISUALANT INC: Cancels Stock Purchase Agreement With Investor
-------------------------------------------------------------
On March 8, 2016, Visualant, Incorporated, closed a Stock Purchase
Agreement with an institutional investor pursuant to which the
Company issued 255 Shares of Series B Redeemable Preferred Shares
of the Company at $10,000 per share with a 5.0% original issue
discount for the sum of $2,500,000. At closing, the Company sold
51 Series B Preferred Shares in exchange for payment to the Company
of $500,000 in cash and issued an additional 204 Series B Preferred
Shares in exchange for delivery of a full recourse 1% Promissory
Note for $1,995,000 and payment to the Company of $5,000 in cash
(paid). The Note was collateralized by the Series B Preferred
Shares. Under the terms of the Note, the Company was to receive an
additional $500,000 for each $5 million, or in certain cases a
lower amount, in aggregate trading volume of the common stock, so
long as it meets certain other requirements. Any remaining balance
under the Note was payable at its maturity in seven years. The
Series B Preferred Shares were convertible into common stock at
$7.50 per share; provided that the institutional investor may not
convert any Series B Preferred Shares into common stock until that
portion of the Note underlying the purchase of the converted
portion of Series B Preferred Shares was paid in cash to Company.
On Aug. 5, 2016, the Company closed the First Amendment to Stock
Purchase Agreement by and between the Company and the institutional
investor. As a consequence of this amendment agreement and the
payment by the Company of the sum of $505,000 to the institutional
investor, the parties terminated the relationship and all aspects
of the Stock Purchase Agreement.
Prior to the parties executing the First Amendment to Stock
Purchase Agreement, the Company issued 74,064 shares of common
stock to this institutional investor at $4.591 or $339,998. In
addition, the institutional investor acquired an additional 52,000
shares of the Company's common stock. The Company expects to
expense $674,000 related to the conversion of 34 Series B Preferred
Shares during the three months ended Sept. 30, 2016.
About Visualant Inc.
Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998. The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.
Visualant reported a net loss of $2.63 million on $6.29 million of
revenue for the year ended Sept. 30, 2015, compared to a net loss
of $1.01 million on $7.98 million of revenue for the year ended
Sept. 30, 2014.
As of June 30, 2016, Visualant had $3.05 million in total assets,
$7.22 million in total liabilities, all current, and a total
stockholders' deficit of $4.17 million.
PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2015, citing that Company has sustained a
net loss from operations and has an accumulated deficit since
inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
VISUALANT INC: Closes Stock Purchase Agreements With Investors
--------------------------------------------------------------
Visualant, Incorporated, on Aug. 5, 2016, closed a Series C
Preferred Stock and Warrant Purchase Agreement with an accredited
investor for the purchase of $1,250,000 of preferred stock with a
conversion price of $0.70 per share. The preferred has a yield of
8% and an ownership blocker of 4.99%. In addition, the investor
received 100% warrant coverage with five year warrants having a
strike price of $0.70. Both the Series C and warrants will be
included in a registration statement to be filed by the Company.
On Aug. 10, 2016, the Company closed a Stock Purchase Agreement
with an accredited investor and affiliate of the Company for the
purchase of $500,000 of the Company's common stock at $0.70 per
share. In addition, the investor received 100% warrant coverage
with a five year warrant having a strike price of $0.70. These
common shares and warrants are not subject to a registration
statement.
Garden State Securities, Inc., a FINRA member, acted as the
Company's exclusive placement agent. They received a 10% cash fee
and 250,000 five year warrants at an exercise price of $1.00.
About Visualant Inc.
Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998. The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.
Visualant reported a net loss of $2.63 million on $6.29 million of
revenue for the year ended Sept. 30, 2015, compared to a net loss
of $1.01 million on $7.98 million of revenue for the year ended
Sept. 30, 2014.
As of June 30, 2016, Visualant had $3.05 million in total assets,
$7.22 million in total liabilities, all current, and a total
stockholders' deficit of $4.17 million.
PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2015, citing that Company has sustained a
net loss from operations and has an accumulated deficit since
inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
VISUALANT INC: Discloses Previously Issued Warrants
---------------------------------------------------
Visualant, Incorporated, previously issued warrants to investors
and partners which contained a provision that would require an
adjustment in the exercise price if the Company issues common
stock, warrants or equity below the price that is reflected in the
warrants. These warrants included the following:
1. Series A Warrants to purchase a total of 252,060 shares of
common stock at a current exercise price of $2.50 per share.
2. Series B Warrants to purchase a total of 252,060 shares of
common stock at a current exercise price of $2.50 per share.
3. A warrant issued to IDMC to purchase 97,169 shares of common
stock at a current exercise price of $2.50 per share.
4. Series C Warrants to purchase 23,334 shares of common stock
at a current exercise price of $2.50 per share.
5. Series D Warrants to purchase 23,334 shares of common stock
at a current exercise price of $2.50 per share.
6. Placement Agent Warrants to purchase a total of 20,439
shares of common stock at a current exercise price of $2.50
per share.
About Visualant Inc.
Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998. The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.
Visualant reported a net loss of $2.63 million on $6.29 million of
revenue for the year ended Sept. 30, 2015, compared to a net loss
of $1.01 million on $7.98 million of revenue for the year ended
Sept. 30, 2014.
As of June 30, 2016, Visualant had $3.05 million in total assets,
$7.22 million in total liabilities, all current, and a total
stockholders' deficit of $4.17 million.
PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2015, citing that Company has sustained a
net loss from operations and has an accumulated deficit since
inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
VISUALANT INC: Issues 1.78 Million Common Shares
------------------------------------------------
Visualant, Incorporated issued 1,785,714 shares of common stock
issuable upon conversion of Series C Convertible Preferred Stock
and 1,785,714 shares of common stock issuable upon exercise of all
Series E Warrants at $0.70 per share in exchange for $1,250,000,
pursuant to a Series C Preferred Stock and Warrant Purchase
Agreement dated Aug. 4, 2016.
The Shares were issued on August 4 in a transaction that was not
registered under the Securities Act of 1933, as amended, in
reliance upon applicable exemptions from registration under Section
4(2) of the Act.
About Visualant Inc.
Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998. The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.
Visualant reported a net loss of $2.63 million on $6.29 million of
revenue for the year ended Sept. 30, 2015, compared to a net loss
of $1.01 million on $7.98 million of revenue for the year ended
Sept. 30, 2014.
As of June 30, 2016, Visualant had $3.05 million in total assets,
$7.22 million in total liabilities, all current, and a total
stockholders' deficit of $4.17 million.
PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2015, citing that Company has sustained a
net loss from operations and has an accumulated deficit since
inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
VISUALANT INC: Repays $137K Vis Vires Note in Full
--------------------------------------------------
Visualant, Incorported, entered into 8% to 10% Convertible
Promissory Notes and Securities Purchase Agreements with three
accredited investors on Feb. 4, 2016, totaling $165,000 with an
original issue discount of $15,000. The Notes become due on Feb.
3, 2017, and are convertible into common stock after six months
from issuance. The Notes were convertible at 60% of the average of
the lowest trading price in the 25 days prior to conversion but not
less than $0.001 per share. The Company issued a total of 10,500
shares of restricted common stock to the investors valued at
$70,875 and paid $7,500 in legal fees. The Company received
$128,500 net of all fees. On Aug. 5, 2016, the Company paid
$217,366 to the three accredited investors to repay the Notes
Payable in full.
The Company entered into a Convertible Note Payable with Vis Vires
Group, Inc. on Feb. 19, 2016, for $100,000. The Vis Vires Note
accrued interest at a rate of 8% per annum and becomes due on
Nov. 22, 2016, and is convertible into common stock on Aug. 19,
2016. The Vis Vires Note is convertible at 65% of the average of
the lowest three day trading price in the 10 days prior to
conversion. On Aug. 11, 2016, the Company paid $136,769 to Vis
Vires Group, Inc. to repay the Note Payable in full.
About Visualant Inc.
Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998. The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.
Visualant reported a net loss of $2.63 million on $6.29 million of
revenue for the year ended Sept. 30, 2015, compared to a net loss
of $1.01 million on $7.98 million of revenue for the year ended
Sept. 30, 2014.
As of June 30, 2016, Visualant had $3.05 million in total assets,
$7.22 million in total liabilities, all current, and a total
stockholders' deficit of $4.17 million.
PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2015, citing that Company has sustained a
net loss from operations and has an accumulated deficit since
inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
VISUALANT INC: Ronald Erickson Named Interim CFO
------------------------------------------------
Ronald P. Erickson, Visualant, Incorporated's chief executive
officer, was appointed as interim chief financial officer and
secretary effective Aug. 30, 2016, as disclosed in a regulatory
filing with the Securities and Exchange Commission.
About Visualant Inc.
Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998. The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.
Visualant reported a net loss of $2.63 million on $6.29 million of
revenue for the year ended Sept. 30, 2015, compared to a net loss
of $1.01 million on $7.98 million of revenue for the year ended
Sept. 30, 2014.
As of June 30, 2016, Visualant had $3.05 million in total assets,
$7.22 million in total liabilities, all current, and a total
stockholders' deficit of $4.17 million.
PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2015, citing that Company has sustained a
net loss from operations and has an accumulated deficit since
inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
VKI VENTURES: Plan Filing Period Extended Until Nov. 1
------------------------------------------------------
The U.S. Bankruptcy Judge Paul G. Hyman, Jr., has extended VKI
Ventures, LLC, and VKI Holdings, LLC's period to file a Plan and
Disclosure Statement to Nov. 1, 2016, and the Debtors’ exclusive
period in which to solicit acceptances of the Plan to Jan. 3, 2017.
As previously reported by the Troubled Company Reporter, the
Debtors asked the Court to extend its exclusivity period because
their exclusive right to file a plan expired on Aug. 3, and the
Debtors are still currently in negotiations with the secured
creditor, and said negotiations will have a material effect on the
creditors' plan treatment.
About VKI Ventures
VKI Ventures, LLC filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 16-14898), on April 5, 2016. The case is assigned to Hon.
Paul G. Hyman, Jr. The Debtor's counsel is Aaron A Wernick, Esq. at
Furr & Cohen, in Boca Raton, Florida. The petition was signed by
Sriram Srinivasan, managing member.
At the time of filing, the Debtor had $484,757 in estimated assets
and $1.32 million in estimated liabilities. The Debtor listed
Deutsche Bank National Trust Company as its largest unsecured
creditor holding a claim of $417,364.
Y&K SUN: Selling Lakewood Property to CK Acquisitions for $4.4M
---------------------------------------------------------------
Y&K Sun, Inc., asks the U.S. Bankruptcy Court for the District of
Colorado to authorize the sale of interest in the property located
at 6451-6579 W. Colfax Avenue in Lakewood, Colorado ("JCRS
Property") to CK Acquisitions, LLC for $4,400,000, subject to
overbid.
The Debtor filed a motion to appoint a chapter 11 trustee on
May 13, 2016. On May 25, 2016, Wonjoong and Yoonee Kim ("Kims")
filed a motion to dismiss the case. The Court has not ruled on
either motion. Y&K believes the proposed sale process is in the
best interests of all parties.
In 2006, Y&K purchased the JCRS Property, a portion of the JCRS
shopping center. The purchase was financed in part with a
$3,000,000 loan from First National Bank ("FNB"). The portion of
the JCRS Property owned by Y&K consists of approximately 42,000
square feet of retail space divided into 15 units, 12 of which
(comprising approximately 29,000 square feet) are occupied by
tenants. The JCRS Property is Y&K's sole material asset.
As of July 2015, the JCRS Property had an appraised value of
$4,630,000, and with certain repairs, changes to the existing
leases and leasing vacant space, it was estimated by an appraiser
to be worth $6,200,000. Y&K receives approximately $43,000 per
month in rent.
The JCRS Property is subject to a Deed of Trust for the benefit of
FNB ("FNB DOT"), which secures a promissory note in the original
amount of $3,000,000, as amended by Change in Terms Agreements
("FNB Note"). The FNB Note is also secured by an Assignment of
Rents against the JCRS Property ("FNB Assignment"). The FNB DOT
was recorded on July 13, 2006, and the FNB Assignment was recorded
on July 10, 2009, in the real property records of the Clerk
Recorder of Jefferson County, Colorado.
The current amount Y&K owes on the FNB Note is approximately
$2,507,000. Y&K is current on its payments to FNB, which includes
an escrow for real estate taxes and insurance. The Loan from FNB to
Y&K matures April 3, 2017.
In addition to the lien created by the FNB DOT, Y&K's interest in
the JCRS Property is subject to certain liens, encumbrances, and
interests.
Y&K requests that the Court approve the Agreement, including the
break-up fee of $132,000 (3.0% of the proposed purchase price), and
the auction and bidding procedures. Y&K requests that the Court
approve a sale of Y&K’s interest in the JCRS Property on the
terms provided in the Agreement and free and clear of the
designated liens, interests, and encumbrances.
A copy of the Agreement and bidding procedures attached to the
Motion is available for free at:
http://bankrupt.com/misc/Y&K_Sun_82_Sales.pdf
The anticipated sale proceeds under the Agreement would be
sufficient to pay Y&K's scheduled claims in full. Y&K's unsecured
claims total approximately $2,500,000, the bulk of which is a
single claim asserted by the Kims for $2,414,284. Y&K has asserted
that the Kims' claim cannot be allowed in the amount asserted. No
matter the allowed amount of the Kims' claim, a sale of Y&K's
interest in the JCRS Property is in the best interests of all
creditors.
Y&K proposes this schedule in relation to the sale:
a. Sale hearing: Between Nov. 9 and Nov. 22, 2016
b. Bid Deadline: Nov. 4, 2016 at 4:00 p.m.
c. Closing: Nov. 30, 2016
The Purchaser:
CK Acquisitions, LLC
c/o COlorado Corporate Agents, LLC
303 East 17th Avenue, Suite 800
Denver, CO 80203
Attn: Phillip Caplan, Manager
is represented by:
THOMAS F. QUINN, P.C.
303 East 17th Avenue 800
Denver, CO 80203
E-mail:tquinn@tfqlaw.com
About Y&K Sun
Y&K Sun, Inc. sought Chapter 11 protection (Bankr. D. Colo. Case
No. 16-14761) on May 12, 2016. The case judge is Hon. Howard R.
Tallman. The Debtor is represented by Andrew D. Johnson, Esq., at
Oonsager Guyerson Fletcher Johnson. The Debtor estimated $1
million to $10 million in assets and debt.
[*] Gamez Law Firm Expands Debt Relief Services
-----------------------------------------------
Recently voted #2 by the San Diego Union-Tribune readers poll, the
Gamez Law Firm is proud to announce the expansion of its debt
relief services. The A+ rated law firm by the BBB has been giving
their clients a life free of debt for the past 3 years by providing
unparalleled customer service to their clients during financial
hard times. In addition to providing legal solutions for credit
card debt, student loan debt, medical debt, small business debt,
debt lawsuit defense, and mortgage debt; the Gamez Law Firm has
expanded their services to include bankruptcy, foreclosures, credit
repair, debt collection harassment, bank levies and wage
garnishment, payday loan debt, short sales and wrongful
repossessions.
With 14 years of legal experience, debt relief attorney Daniel
Gamez spent six years representing many of the nation's leading
mortgage investors, lenders and services including Fannie Mae,
Freddie Mac, Bank of America, GMAC Mortgage, Wells Fargo and
others. He focused on foreclosures, evictions, creditor lawsuits
and creditor defense litigation. Learning the internal workings of
banks, Daniel decided it to was time to leverage his experience to
make a positive impact on a more personal level. Five years ago he
decided it was time to focus on his passion of helping people in
distressed debt situations. With his many years working with
lenders and his knowledge of the inner-workings of banks, he brings
a unique perspective to working with consumers in debt.
Daniel R. Gamez, an attorney focusing exclusively in debt relief,
is licensed to practice in all state and federal courts in
California and Texas. Mr. Gamez owns and operates the Gamez Law
Firm -- http://www.gamezlawfirm.com-- in San Diego, CA.
[*] Two Senior Restructuring Executives Join Mackinac Partners
--------------------------------------------------------------
Mackinac Partners, a financial advisory and turnaround management
and restructuring firm, on Aug. 31, 2016, announced the addition of
highly accomplished turnaround, restructuring and M&A executives
Michael Nowlan and Craig Boucher to the firm.
Mr. Nowlan, based in Boston, has over 25 years of strategic,
financial, turnaround management and restructuring advisory
experience and joins the firm as Senior Managing Director. He has
served as a Senior Managing Director and Senior VP for leading
turnaround advisory firms. He has held numerous C-level interim
management roles providing exceptional strategic, financial and
operational guidance, and has been instrumental in the
revitalization of many companies, particularly in the retail
industry.
Mr. Nowlan has provided strategic and financial advisory in many
complex client restructurings for both debtor and creditor
stakeholders that include Budget Rental Car, Sunterra Corporation,
MCI/WorldCom, A&P and Malden Mills Industries. He led the
strategic and business plan development for a $700M regional
grocery chain that influenced the client to divest in a series of
transactions that optimized equity to shareholders and served as
restructuring lead for a contemporary women's clothing retailer
with 173 stores and online commerce. In this role, he guided the
company through Chapter 11 bankruptcy and a plan of reorganization
which won the "Chapter 11 Reorganization of the Year (Under $500
million)" Turnaround award from the M&A Advisor.
Craig Boucher, based in Washington, DC, has more than 20 years of
financial restructuring, strategic advisory, M&A, and operational
turnaround experience. He joins the firm as Managing Director.
Mr. Boucher has served as Managing Director and VP for several
leading advisory firms, most recently as a member of Deloitte's
Corporate Recovery Group and the firm's Transactions and Business
Analytics LLP. He has also held C-level executive, interim
management and lead restructuring advisor roles for many companies
involved in complex situations that include rapid growth,
underperformance, out-of-court restructurings and Chapter 11
proceedings.
As a lead restructuring advisor to Brookstone, the nationwide
specialty retailer and multifaceted Direct-Marketing business, Mr.
Boucher guided the company through its Chapter 11 filing,
restructuring and a plan of reorganization which resulted in a
closed auction sale of $173M in equity, an 18% increase over the
top stalking horse bid, and a sale at 17 times trailing twelve
month EBITDA. He has also helped drive value through restructuring
for numerous retailers, including serving as Interim CFO at
Fredericks of Hollywood during its in-court restructuring, and
Interim CFO of the San Francisco Music Box Company and The Museum
Company during their Chapter 11 proceedings, resulting in a going
concern sale of one retailer and an asset sale of the other,
generating a significant return for unsecured creditors.
"We are extremely pleased to welcome Mike and Craig to Mackinac
Partners," Mackinac Partners Co-founder and Managing Partner Jim
Weissenborn said. "They are both highly skilled and experienced
restructuring executives who have served in many C-level roles,
worked both the debt and equity sides of complex turnarounds, and
have helped a lot of companies improve their capital structures,
increase efficiencies and drive value for stakeholders."
"Mike and Craig bring valuable industry expertise to our
restructuring advisory practice, particularly across the retail
industry segments. They also provide additional expertise and
depth to our rapidly growing restaurant restructuring practice led
by Nishant Machado," said Keith Maib, Senior Managing Director. "We
look forward to leveraging these synergies for our clients."
About Mackinac Partners
Mackinac Partners -- http://www.mackinacpartners.com/-- is a
financial advisory and turnaround management and restructuring firm
that helps clients address and resolve financial and operational
crises and pursue new growth opportunities. Mackinac Partners
helps clients improve capital structures and financial performance,
improve operations, achieve new growth and increase stakeholder
value through an array of strategic, restructuring, M&A and
financial advisory services including:
-- Turnaround Management & Financial Restructuring
-- CRO and Interim Management
-- Strategic, Operational and M&A Services
-- Specialty Real Estate Services
-- Business Intelligence, Corporate Security and Cyber Security
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2016. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***