/raid1/www/Hosts/bankrupt/TCR_Public/161116.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, November 16, 2016, Vol. 20, No. 320
Headlines
121-08 JAMAICA: DOJ Watchdog Seeks Ch. 11 Trustee Appointment
925 N DAMEN: Taps Weissberg and Associates as Attorneys
ADA GIRON: Court Okays Disclosures, Confirms 3rd Amended Plan
AIMIA INC: S&P Affirms 'BB' Rating on Preferred Stock
ALIANZA TRINITY: Names Levine Kellogg as Bankruptcy Counsel
ALLTOUR AMERICA: Seeks to Hire Hammes as Legal Counsel
ALPHATEC HOLDINGS: Reports $13.7 Million Net Loss in Third Quarter
ALTEGRITY INC: Subsidiary Wants Truck Driver's Suit Stayed
AMERICAN APPAREL: Proposes Gildan-Led Auction on Dec. 21
ARCH COAL: Files Third-Quarter Form 10-Q After Chapter 11 Exit
ARMSTRONG ENERGY: Incurs $9.72 Million Net Loss in Third Quarter
ASCENT GROUP: Case Summary & 20 Largest Unsecured Creditors
BARBARA KLIEFOTH: To Pay Unsecureds From Accounts Receivable
BENITEZ GONZALEZ: Trustee Hires Ayala Financial as Accountant
BLUE EAGLE III: S&P Affirms 'B' CCR & Revises Outlook to Negative
BLUEBERRY TWIST: Plan Confirmation Hearing on Jan. 10
BONANZA CREEK: Incurs $34.9 Million Net Loss in Third Quarter
BOOZIOTIS & COMPANY: Taps Pronske Goolsby as Counsel
BROADVIEW NETWORKS: Posts $915,000 Net Income for Third Quarter
BRUCE J. CRISCUOLO: Unsecureds To Be Paid Over 60 Months
C&J ENERGY: Court Denies Motion To Appoint Equity Committee
CAMPBELL GRAPHICS: Wells Fargo to Be Paid in 60 Mos., at 3%
CANCER GENETICS: Incurs $3.74 Million Net Loss in Third Quarter
CANNASYS INC: EMA Financial Reports 9.9% Stake as of Nov. 3
CHINA COMMERCIAL: Receives Noncompliance Notice from Nasdaq
CHRYSLER GROUP: 6th Cir. Rejects Execs' Appeal Over Benefits
CLEAR CREEK RETIREMENT: Unsecured Creditors To Be Paid Yearly
CLINICA SANTA ROSA: Case Summary & 20 Top Unsecured Creditors
COMSTOCK RESOURCES: Incurs $28.5 Million Net Loss in 3rd Quarter
CONTROL VALVE: Hires Bergeron as Accountant
CYTORI THERAPEUTICS: Incurs $5.4 Million Net Loss in Third Quarter
DARA PARVIN: Unsecureds to Be Paid $450,000 Over 5 Years
DARIA KARLL: Hearing on Plan Outline Set For Dec. 1
DATA SYSTEMS: Ch. 11 Trustee Hires McGaughey as Special Counsel
DE-TECH COLLISION: Case Summary & 9 Unsecured Creditors
DEJEAN AUTOMOTIVE: Wants Disclosure Statement Requirement Waived
DEL RESTAURANT: Seeks Feb. 21 Plan Filing Period Extension
ECOSPHERE TECHNOLOGIES: Borrows $500,000 from Brisben Water
ELITE PHARMACEUTICALS: Posts $27.1 Million Net Income for Q2
EMERALD OIL: Ex-COO Agrees to Return $50,000 of 2015 Bonus
EMERALD OIL: Sale to Cortland OK'd; $2M Earmarked for Unsecureds
EMPOWER PAYMENTS: S&P Assigns 'B-' CCR & Rates $83MM Loan 'CCC'
ENDURANCE ENERGY: Seeks Court's OK on Interim Distribution
EOS PETRO: Delays Filing of Third Quarter Form 10-Q
ESS AUTOMOTIVE: Unsecureds Won't Be Paid Under Ch. 11 Plan
EVANGELICAL HOMES: Fitch Affirms 'BB+' Rating on Bonds
FILIP TECHNOLOGIES: Sells Assets to Smartcom for $1.02M
FILIP TECHNOLOGIES: UST Questions Third Party Releases
FIRED UP: TAGeX to Auction Excess Personal Property
FIRST DATA: Posts $132 Million Net Income for Third Quarter
FORESIGHT ENERGY: Incurs $24.3 Million Net Loss in Third Quarter
FORT WALKER: Wants Plan Filing Deadline Extended to Feb. 12
GARY OZENNE: En Banc 9th Cir. Bars BAP From Hearing Appeal
GIGA-TRONICS INC: Incurs $396,000 Net Loss in Third Quarter
GLOBAL HEALTHCARE: Delays Filing of Third Quarter Form 10-Q
GURKARN DIAMOND: Case Summary & 20 Largest Unsecured Creditors
HALCON RESOURCES: Files Sept. 30 Quarterly Report
HANISH LLC: Exclusive Plan Solicitation Period Extended to Jan. 24
HANJIN SHIPPING: Bankruptcy Hits Textainer's 3Q 2016 Results
HARBORVIEW TOWERS COUNCIL: Disclosure Statement Hearing on Dec. 19
HERBET CHAMBERS: Creditor’s Meeting Set for November 24
HIREN PATEL: Unsecureds To Recoup 50% in 90 Days of Effective Date
HOUGHTON MIFFLIN: S&P Cuts CCR to 'B' on Weak Cash Flow, Missteps
HOUSTON AMERICAN: Incurs $370,000 Net Loss in Third Quarter
IHEARTCOMMUNICATIONS INC.: Incurs $34.9 Million Net Loss in Q3
ILYA GOLUB: Hearing on Plan Outline Set For Dec. 13
IMAGEWARE SYSTEMS: Delays Filing of Third Quarter Form 10-Q
INTERNAP CORP: S&P Affirms 'B' CCR & Revises Outlook to Negative
IONIX TECHNOLOGY: Approves Yun Yangas as Unit President
ITUS CORPORATION: Titterton Reports 8.9% Stake as of Oct. 31
JAMES SANDBERG: Secured Creditor Seeks Ch. 11 Trustee Appointment
JORGE E. RODRIGUEZ: Jan. 11 Disclosure Statement Hearing Set
JOSE MALDONADO MALAVE: Unsecureds To Recoup 7% Under Plan
JOSE RUIZ RAMIREZ: Unsecureds To Recover 36.78% Under Plan
KEITH GREGORY GARRETSON JR: Dec. 14 Disclosure Statement Hearing
KIRK LLC: To Repay Unsecureds in Full, With Interest
KOLATH HOTELS: Case Summary & 12 Unsecured Creditors
LA SABANA: Unsecureds To Get $625 Per Month Under Plan
LEVEL 8 APPAREL: Voluntary Chapter 11 Case Summary
LOUIS & LANE: Unsecureds To Recoup 10.13% Under Plan
MARIA FLEURANT: Hearing on Plan Outline Set For Nov. 30
MARIA ISAZA: Hearing on Plan Outline Set For Dec. 1
MEDICAL DEPOT: Fitch Assigns 'B' Issuer Default Rating
MEDICAL DEPOT: S&P Assigns 'B' CCR & Rates 1st-Lien Debt 'B'
MEDITE CANCER: Sacks Robert McCullough as CFO
MERCURY SIGNS: Unsecureds To Recoup 75% Over 60 Months Under Plan
METABOLIX INC: Posts $4.02 Million Net Income for Third Quarter
MICHAEL A. GRAL: Michael Dubis Named Ch. 11 Examiner
MILESTONE SCIENTIFIC: Incurs $1.83-Mil. Net Loss in Third Quarter
MOLYCORP MINERALS: U.S. Trustee Disbands Creditors' Committee
MRI INTERVENTIONS: Incurs $2.56 Million Net Loss in Third Quarter
NAKED BRAND: Issues $112,000 Convertible Notes to Directors
NAS HOLDINGS: Court Terminates Services of Ch. 11 Examiner
NAVIDEA BIOPHARMACEUTICALS: Incurs $59.5K Net Loss in Q3
NET ELEMENT: Opts to Swap $100,000 for 98,040 Common Shares
NEW JERSEY HEADWEAR: Voluntary Chapter 11 Case Summary
NINE PIECES: Unsecureds To Get $100 Per Quarter Over 10 Yrs.
NJOY INC: Awaits Court Approval of $30M Sale to Homewood
NORTEL NETWORKS: Balks at PBGC's $700-Mil. Revised Claim
NORTHERN OIL: Had $45.6 Million Net Loss in Third Quarter
NORTHERN OIL: S&P Raises Rating on Sr. Unsecured Notes to 'CCC-'
OMEROS CORP: Incurs $14.0 Million Net Loss in Third Quarter
OWENS CORNING: Honeywell, Ford May Access 2019 Exhibits, Court Says
PACE IV: Dec. 6 Plan Confirmation Hearing
PACIFIC OFFICE: Incurs $4.10 Million Net Loss in Third Quarter
PALADIN ENERGY: MUFG Balks at Plan Disclosures, Wants Case Trustee
PERFORMANCE SPORTS: Ernst & Young Named CCAA Monitor
PERFORMANCE SPORTS: U.S. Trustee Forms 3-Member Committee
PIONEER ENERGY: To Participate at 2016 Stephens Fall Conference
PREMIER TRANSFER: Dec. 19 Disclosure Statement Hearing
QUANTUM MATERIALS: Conducts $3 Million Private Offering
REAL INDUSTRY: S&P Affirms 'B' CCR & Revises Outlook to Neg.
RED BULL TAXI: Voluntary Chapter 11 Case Summary
RED BULL: Voluntary Chapter 11 Case Summary
RENNOVA HEALTH: Offering $10 Million Units
RENNOVA HEALTH: Thomas Mika Quits as Board Chairman
RESIDENTIAL CAPITAL: Trust Posts Q3 2016 Financial Statements
RICHARD CHOJNACKI: Plan Confirmation Hearing Set for Dec. 15
ROBERTO SEBELEN MEDINA: To Surrender Property to A. Melby
ROBISON TIRE: Seeks Exclusive Plan Filing Extension Until Jan. 9
RONALD JAMES BLABER: IRS Objects to Disclosure Statement
ROYAL COACHMAN: U.S. Trustee Forms Two-Member Committee
RUBICON MINERALS: Creditors to Vote on CCAA Plan on Dec. 2
S&S SCREW: U.S. Trustee Forms 3-Member Committee
SAMUEL E. WYLY: Bankruptcy Judge Approves $198M with SEC
SBN Fog Cap: Estimates To Have $4.7-Mil. To Pay Creditors
SEARS HOLDINGS: Fitch Keeps CC Ratings, Sees Continued Cash Burn
SHENANDOAH VALLEY CONSTRUCTION: Unsecureds to Get 5% Under Plan
SHERWIN ALUMINA: $2-Mil. Settlement with USW Approved
SHORELINE ENERGY: U.S. Trustee Forms 3-Member Committee
SMART MOTION: Disclosures OK'd; Plan Hearing on Jan. 18
SOUTHCROSS ENERGY: Incurs $32.6 Million Net Loss in Third Quarter
SOUTHCROSS ENERGY: Reports Third Quarter 2016 Results
SPECTRUM HEALTHCARE: Secured Lender Seeks Ch. 11 Trustee
STONE ENERGY: Amends Restructuring Support Agreement
T-REX OIL: Issues $300,000 Convertible Promissory Note
TAR HEEL: Bankruptcy Administrator Seeks Ch. 11 Trustee
VALEANT PHARMACEUTICALS: Incurs $1.21 Billion Net Loss in Q3
VANGUARD NATURAL: Incurs $252 Million Net Loss in 3rd Quarter
VANGUARD NATURAL: Reports Third Quarter 2016 Results
VESTIS RETAIL: Delaware Court Allows Injury Suit to Proceed
VIBE MICRO: Asks 11th Cir. to Reinstate Racketeering Suit
WAFERGEN BIO-SYSTEMS: Incurs $3.67-Mil. Net Loss in Third Quarter
WEST 41 PROPERTY: Stabilis to Fund Full-Payment Plan
WEST CONTRA COSTA: Objections to Chapter 9 Petition Due Nov. 30
WILLIAM J. KARDASH: Plan Confirmation Hearing Set for Dec. 15
WILLIAM MERLO: Hearing on Plan Outline Set For Nov. 30
WORLD CROSS: Case Summary & 11 Unsecured Creditors
XTERA COMMUNICATIONS: Case Summary & 20 Top Unsecured Creditors
*********
121-08 JAMAICA: DOJ Watchdog Seeks Ch. 11 Trustee Appointment
-------------------------------------------------------------
William K. Harrington, the United States Trustee for Region 2, asks
the U.S. Bankruptcy Court for the Eastern District of New York to
direct the appointment of a Chapter 11 Trustee for 121-08 Jamaica
Avenue LLC.
According to the U.S. Trustee, Debtor has failed to pay quarterly
fees and timely file monthly reports. Also, the Debtor's
management's inability to consummate the sale of the Property to
fund the Plan calls into question the management's ability to act
as fiduciaries of the estate. The management void constitutes cause
under Section 1104(a)(1) of the Bankruptcy Code, and the Court
should, therefore, direct the appointment of a Chapter 11 Trustee,
the U.S. government's watchdog asserts.
121-08 Jamaica Avenue LLC filed a Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 16-40437) on February 2, 2016, and is represented
by Dawn Kirby Arnold, Esq., Delbello Donnellan Weingarten Wise, et
al.
925 N DAMEN: Taps Weissberg and Associates as Attorneys
-------------------------------------------------------
925 N. Damen, LLC seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Ariel
Weissberg, Devvrat Sinha, Rakesh Khanna and the law firm of
Weissberg and Associates, Ltd. as attorneys, retroactive to
November 4, 2016.
The Debtor requires Weissberg and Associates to:
(a) give Debtor legal advice and assistance with respect to its
powers and duties as a debtor-in-possession in the
continued operation of its business affairs and management
of its collocation facilities, including all dealings with
Debtor's customers;
(b) assist Debtor in the negotiation, formulation and drafting
of an Plan of Reorganization and Disclosure Statement and
to represent Debtor in the confirmation process;
(c) examine claims asserted against Debtor;
(d) take such action as may be necessary with reference to
claims that may be asserted against Debtor, and to prepare,
on behalf of Debtor, such applications, motions,
complaints, orders, reports and other legal papers as may
be necessary in connection with this proceeding and to
perform all other legal services for Debtor which may be
required;
(e) assist and represent Debtor in all adversary proceedings
and contested matters, including motions for the use of
cash collateral, for the sale of real and personal
property, to modify the automatic stay, for the approval of
DIP financing and to appoint professionals;
(f) represent Debtor in its dealings with the Office of the
United States Trustee and with creditors of the estate; and
(g) assist and represent Debtor in litigation in the State and
Federal courts, where Debtor is a party or seeking to
become a party, or otherwise become involved to protect
Debtor's interests and rights.
Ariel Weissberg and Weissberg and Associates received a
pre-petition retainer in the amount of $15,000 and the Debtor has
agreed to be billed at the hourly rate of $450 subject to
Bankruptcy Court approval. This is the customary rate charged by
these attorneys for Chapter 11 legal work.
Weissberg and Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Ariel Weissberg 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 Court will hold a hearing on the application on Nov. 22, 2016,
at 9:30 a.m.
Weissberg and Associates can be reached at:
Ariel Weissberg, Esq.
Rakesh Khanna, Esq.
Devvrat Sinha, Esq.
WEISSBERG AND ASSOCIATES, LTD.
401 S. LaSalle St., Suite 403
Chicago, IL 60605
Tel: (312) 663-0004
Fax: (312) 663-1514
E-mail: ariel@weissberglaw.com
About 925 N Damen
925 N. Damen, LLC, based in Chicago, Ill., filed a Chapter 11
petition (Bankr. N.D. Ill. Case No. 16-35387) on November 4, 2016.
The Hon. Jack B. Schmetterer presides over the case. Ariel
Weissberg, Esq., at Weissberg & Associates, Ltd., serves as
bankruptcy counsel.
In its petition, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Simone Singer Weissbluth, manager of WMW Investments,
LLC, the Manager of Debtor.
A copy of the Debtor's list of four unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb16-35387.pdf
ADA GIRON: Court Okays Disclosures, Confirms 3rd Amended Plan
-------------------------------------------------------------
The Hon. Donald R. Cassing of the U.S. Bankruptcy Court for the
Northern District of Illinois has approved Ada A. Giron's third
amended disclosure statement and has confirmed the Debtor's third
amended plan of reorganization.
The Debtor will pay the distributions to Waterfall Olympic Master
Fund Grantor Trust, Series II, as successor by assignment to Byline
Bank:
i. $30,000 by Nov. 14, 2016
ii. $90,000 by Dec. 30, 2016
As reported by the Troubled Company Reporter on Oct. 12, 2016, the
Debtor filed with the Court a Third Amended Disclosure Statement.
Like the prior version, the Third Amended Disclosure Statement says
that the Debtor has a Plan that provides for the orderly
liquidation of the Debtor's assets to pay her creditors in full on
or shortly after the Effective Date.
Ada A. Giron sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 15-07521) on March 3, 2015. The Debtor tapped Paul M. Bach,
Esq., and Penelope N. Bach, Esq., at Sulaiman Law Group, LTD., as
counsel.
AIMIA INC: S&P Affirms 'BB' Rating on Preferred Stock
-----------------------------------------------------
S&P Global Ratings said revised its outlook on Montreal-based Aimia
Inc. to negative from stable.
At the same time, S&P Global Ratings affirmed its 'BBB-' long-term
corporate credit and senior secured debt ratings on the company.
S&P Global Ratings also affirmed its 'BB' global scale and 'P-3'
Canada ratings on Aimia's preferred stock.
"The outlook revision reflects our view that Aimia's competitive
position has deteriorated based on lower growth prospects," said
S&P Global Ratings credit analyst Alessio Di Francesco.
This contributes to a weaker assessment of Aimia's business risk
profile and a tighter leverage threshold to maintain the
investment-grade rating.
"In our opinion, Aimia's growth outside of Canada should remain
subdued from competitive pressures and challenging economic
conditions. As such, we believe the Aeroplan program will continue
to be the main driver of free cash flow for the company in the
future. Although we expect positive gross billings growth and
improved profitability within the program in the next couple of
years, we believe EBITDA growth is below what we had previously
expected. Moreover, Aimia's commercial partnership services
agreement with Air Canada expires in 2020, and we believe the
renegotiation may expose the company to higher costs, lower
margins, and conceivably weaker engagement. On the other hand, a
new agreement could add new avenues for redemption and engagement,"
S&P said.
S&P's business risk profile on the company incorporates a high
degree of partner concentration with its five key partners
contributing about 82% of Aimia's gross billings from the sale of
loyalty units in the first nine months of 2016. The business risk
profile also incorporates S&P's view that Aeroplan and Nectar, the
two largest loyalty marketing programs Aimia operates, are leaders
in their respective markets with good cost management and mutually
beneficial relationships with its key partners. The negative
outlook reflects the risk that earnings pressure from a changing
business environment could prevent Aimia from maintaining adjusted
debt-to-EBITDA of about 2x beyond 2018. The company's earnings
visibility over the next few years may also weaken, given potential
changes in the Air Canada contract.
S&P could lower the rating by the end of 2018 if adjusted
debt-to-EBITDA does not improve to about 2x, in line with its
base-case forecast. This could occur if S&P expects gross billings
or EBITDA margins to decline at Aeroplan or if an increase in
distributions contributes to negative discretionary cash flow.
S&P could revise the outlook to stable within the next 24 months if
adjusted debt-to-EBITDA improves in line with its expectations and
we believe the company will sustain leverage of about 2.0x beyond
2018.
ALIANZA TRINITY: Names Levine Kellogg as Bankruptcy Counsel
-----------------------------------------------------------
Alianza Trinity Development Group, LLC seeks authorization from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ Thomas R. Lehman, P.A. and the law firm of Levine Kellogg
Lehman Schneider + Grossman LLP ("LKLSG") as bankruptcy counsel,
nunc pro tunc to the October 27, 2016 petition date.
The Debtor requires Lehman and LKLSG to:
(a) give advice to the Debtor with respect to their powers and
duties as debtors-in-possession and the continued
management of its business operations;
(b) advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the Court;
(c) prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;
(d) protect the interests of the Debtor in all matters pending
before the Court;
(e) represent the Debtor in negotiation with their creditors in
the preparation of a plan; and
(f) perform all other necessary legal services and provide all
other necessary legal advice to the Debtor in connection
with its Chapter 11 case.
On October 27, 2016, LKLSG received $10,000 in non-debtor funds
from a third party, Alianza Financial Services, Inc., as an advance
payment retainer for its fees and expenses in connection with
representing and advising the Debtor with respect to insolvency
matters, in connection with advising the Debtor concerning a
Chapter 11 case, and preparing court papers necessary for filing
its case.
The firm billed the Debtor for services and expenses incurred
pre-petition in the amount of $7,114.60 and $2,885.40 remain in the
firm's trust account, which will serve as a retainer for
post-petition services to be rendered by the firm and applied only
upon an award by the Court after application and notice of hearing
on the application. In addition, the Debtor has agreed to pay
LKLSG's additional professional fees and expenses awarded by the
Court in this case.
LKLSG will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Thomas R. Lehman, partner with LKLSG, 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.
LKLSG can be reached at:
Thomas R. Lehman, P.A.
LEVINE KELLOGG LEHMAN
SCHNEIDER + GROSSMAN LLP
201 South Biscayne Blvd.
Miami Center - 22nd Floor
Miami, FL 33131-4301
Tel: (305) 403-8788
Fax: (305) 403-8789
E-mail: trl@LKLSG.com
About Alianza Trinity
Alianza Trinity Development Group, LLC, filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 16-24483) on October 27, 2016, and is
represented by Thomas R. Lehman, Esq., at Levine Kellogg Lehman
Schneider + Grossman LLP, in Miami, Florida. At the time of
filing, the Debtor had estimated assets and liabilities of $10
million to $50 million.
The petition was signed by Omar Botero, manager & CEO of Alianza
Holdings, LLC, as managing member of Alianza Trinity Development
Group, LLC.
ALLTOUR AMERICA: Seeks to Hire Hammes as Legal Counsel
------------------------------------------------------
Alltour America Transportation, Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire legal
counsel in connection with its Chapter 11 case.
The Debtor proposes to hire Roman V. Hammes, PL to give legal
advice regarding its duties under the Bankruptcy Code, assist in
the preparation of a bankruptcy plan, and provide other legal
services.
A total of $13,500 was paid to the firm as an advanced fee for the
filing of the Debtor's bankruptcy case.
Roman Hammes, Esq., disclosed in a court filing that his firm does
not represent any interest adverse to the Debtor or its bankruptcy
estate.
The firm can be reached through:
Roman V. Hammes, Esq.
Roman V. Hammes, PL
1920 N. Orange Avenue, Suite 100
Orlando, FL 32804
Tel: (407) 650-0003
Email: roman@romanvhammes.com
About Alltour America Transportation
Alltour America Transportation, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M. D. Fla. Case No.
16-07183) on October 31, 2016. The petition was signed by Claudio
Cipeda, president.
At the time of the filing, the Debtor disclosed $1.23 million in
assets and $1.28 million in liabilities.
ALPHATEC HOLDINGS: Reports $13.7 Million Net Loss in Third Quarter
------------------------------------------------------------------
Alphatec Holdings, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $13.72 million on $26.71 million of revenues for the three
months ended Sept. 30, 2016, compared to a net loss of $160.26
million on $31.68 million of revenues for the three months ended
Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $25.57 million on $93.15 million of revenues compared
to a net loss of $168.77 million on $99.59 million of revenues for
the nine months ended Sept. 30, 2015.
As of Sept. 30, 2016, Alphatec had $96.02 million in total assets,
$134.23 million in total liabilities and a total stockholders'
deficit of $38.21 million.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/iBnKnC
About Alphatec Holdings
Alphatec Holdings, Inc., is a medical technology company focused
on
the design, development and promotion of products for the surgical
treatment of spine disorders. The Company has a comprehensive
product portfolio and pipeline that addresses the cervical,
thoracolumbar and intervertebral regions of the spine and covers a
variety of spinal disorders and surgical procedures. Its principal
product offerings are focused on the global market for fusion-based
spinal disorder solutions. The Company believes that its products
and systems are attractive to surgeons and patients due to enhanced
product features and benefits that are designed to simplify
surgical procedures and improve patient outcomes.
Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has recurring
operating losses and has a working capital deficiency. In addition,
the Company has not complied with certain covenants of loan
agreements with its lenders and has significant debt obligations
due in December 2016. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
ALTEGRITY INC: Subsidiary Wants Truck Driver's Suit Stayed
----------------------------------------------------------
Vince Sullivan, writing for Bankruptcy Law360, reported that
attorneys for Altegrity Inc. and subsidiary HireRight, argued
before the Delaware bankruptcy court that a motion to lift the stay
filed by a truck driver should be denied because the man didn't
follow up on his motion for more than a year. The subsidiary told
the Delaware bankruptcy court judge that the automatic stay of
litigation in effect in the company's Chapter 11 case should extend
to a subsidiary accused of providing false background check
reports.
Alfred Barr, appearing pro se, seeks relief from the automatic stay
to continue his administrative proceeding and federal district
court action concerning public safety and welfare investigations
against HireRight Solutions, Inc.
About Altegrity Inc.
Altegrity Inc. provides background investigations for the U.S.
government; employment background and mortgage screening for
commercial customers; technology-driven legal services and software
for data management; and investigative, analytic, consulting, due
diligence, and security services. Altegrity is principally owned
by investment funds affiliated with Providence Equity Partners.
Altegrity Inc. and 37 of its affiliates filed Chapter 11 Bankruptcy
petitions (Bankr. D. Del. Lease Case No. 15-10226) on Feb. 8, 2015.
Jeffrey S. Campbell signed the petitions as president and chief
financial officer. The Debtors disclosed total assets of $1.7
billion and total liabilities of $2.1 billion as of June 30, 2014.
M. Natasha Labovitz, Esq., Jasmine Ball, Esq., and Craig A. Bruens,
Esq., at Debevoise & Plimpton LLP serve as the Debtors' counsel.
Joseph M. Barry, Esq., Ryan M. Bartley, Esq., and Edmon L. Morton,
Esq., at Young, Conaway, Stargatt & Taylor, LLP, act as the
Debtors' Delaware and conflicts counsel. Stephen Goldstein and
Lloyd Sprung, at Evercore Group, LLC, are the Debtors' investment
bankers. Kevin M. McShea and Carrianne J. M. Basler, at
Alixpartners LLP serve as the Debtors' restructuring advisors.
Prime Clerk LLC is the Debtors' claims and noticing agent.
PricewaterhouseCoopers LLP serves as the Debtors' independent
auditors.
The Bankruptcy Court has scheduled for May 5, 2015, the hearing to
consider the approval of the disclosure statement explaining the
Debtor's plan, which proposes to liquidate the US Investigations
Services. Land Line relates that USIS lost key federal background
check contracts.
The U.S. Trustee for Region 3 appointed six creditors to serve on
the official committee of unsecured creditors. The Creditors'
Committee retained Wilmer Cutler Pickering Hale & Dorr LLP, as
lead counsel, and Bayard, P.A., as Delaware co-counsel.
* * *
As reported in the April 1, 2015 edition of the Troubled Company
Reporter, the Debtors filed a Joint Chapter 11 Plan and
accompanying disclosure statement that will delever the Company by
approximately $700 million, or 40% of the Debtors' outstanding
debt.
The Plan provides for a 2.2% estimated recovery of allowed general
unsecured claims, which total approximately $82,510,532. Holders
of Secured Third Lien Notes Claims are poised to recover 7.7% of
their estimated $66,304,133 total amount of claims. Holders of
Secured Second Lien Notes Claims are poised to recover 48.4% of
their estimated $519,265,011 total amount of claims.
A full-text copy of the Disclosure Statement dated May 16, 2015,
is available at http://bankrupt.com/misc/ALTEGRITYds0516.pdf
Judge Silverstein on Aug. 14, 2015, issued findings of fact,
conclusions of law, and order confirming Altegrity, Inc., et al.'s
Joint Plan of Reorganization.
AMERICAN APPAREL: Proposes Gildan-Led Auction on Dec. 21
--------------------------------------------------------
American Apparel, LLC, and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to authorize bidding procedures
in connection with the sale of substantially all their assets to
Gildan Activewear SRL or its designee for $66,000,000, subject to
overbid.
The Debtors explained that the business turnaround plan upon which
the Debtors' plan of reorganization in their prior Chapter 11 cases
was premised failed. It became clear during the Summer of 2016
that the Debtors could not continue as they were, and they hired an
investment banker and began a robust sales process, seeking a buyer
for substantially all of their assets.
The prepetition component of that sales process is now complete.
The Debtors selected Gildan Activewear as the "stalking horse
bidder" for their intellectual property and certain of their
wholesale assets, and have commenced the chapter 11 cases with the
hope of selling the entirety of their business as a going concern
in a competitive auction to be held before year end. The Debtors
intend to continue operating as usual in these cases during the
period leading up to the auction so as to preserve the value of
their businesses, thereby encouraging a going concern sale that
would save jobs and maximize returns to creditors.
In July 2016, facing liquidity constraints and sustained poor sales
performance, the Debtors retained Houlihan Lokey, Inc., and in
August, Houlihan began to explore and solicit interest in a sale of
all or a portion of the Debtors' businesses. In September 2016,
the Debtors engaged Houlihan to act as their investment banker in
connection with the commencement of potential chapter 11 cases.
Houlihan conducted a robust three-month marketing process,
canvassing the market and contacting 53 potential strategic and
financial buyers that, based on Houlihan's experience and
involvement in the retail apparel market, might be interested in
some or all of the Debtors' businesses. This list of potential
buyers was developed in concert with the Debtors' management and
Board of Directors, who supplemented the initial list supplied by
Houlihan with additional potential purchasers that had expressed
interest in the Debtors' businesses in prior sale processes,
including the process that the Debtors ran prior to, and during,
their previous chapter 11 cases.
Of the 53 potential strategic and financial buyers Houlihan
contacted, 30 parties signed non-disclosure agreements and were
provided with access to extensive diligence materials. Of the 30
parties who received diligence materials, 7 submitted indications
of interest and 3 of those parties moved forward with the sale
process and submitted letters of intent.
After engaging in extensive negotiations with all parties, the
Debtors determined that the bid submitted by the Stalking Horse,
who submitted a bid for the Debtors' intellectual property,
wholesale inventory and, at the Stalking Horse's option, the
Debtors' manufacturing and distribution facilities in Garden Grove,
La Mirada and South Gate, California and the Debtors' corporate
headquarters in Los Angeles, California ("Stalking Horse Assets"),
was the highest, best and only viable bid under the circumstances.
Thereafter, the Debtors' advisors worked with the Stalking Horse to
finalize the Stalking Horse APA, which was executed just prior to
commencing the cases.
The Stalking Horse APA was extensively negotiated between the
parties at arm's-length and in good faith and confers several
substantial benefits on the Debtors' estates. The Stalking Horse
APA allows the Debtors to continue pursuing a sale of substantially
all of their assets while at the same time locking in a purchase
price of $66,000,000 for the Stalking Horse Assets.
Perhaps more importantly, however, the Stalking Horse APA includes
a commitment from the Stalking Horse to purchase the Debtors'
wholesale inventory remaining at the conclusion of the sale process
and -- critically -- provides immediate support for the Debtors'
manufacturing operations by committing the Stalking Horse to issue
purchase orders throughout the course of the cases for certain of
the Debtors' wholesale goods. This commitment will allow the
Debtors to keep their supply chain active and produce sufficient
inventory to support a sale to either the Stalking Horse or a third
party.
In addition to maintaining the supply chain, the Stalking Horse's
bid effectively allows the Debtors to amortize overhead costs
incurred maintaining its manufacturing facilities and corporate
headquarters, which provides significant value for the exclusive
benefit of the estates by preserving the value of assets not
subject to the Stalking Horse APA, such as the Debtors' retail
inventory and below-market leases, if any, that the Debtors may be
able to sell. Additionally, because the Stalking Horse APA
provides the Stalking Horse with the option to acquire certain of
the Debtors' manufacturing and distribution facilities, the
Stalking Horse bid has the potential to preserve jobs and minimize
unsecured claims through the assumption of leases.
The material terms of the Stalking Horse APA are:
a. Sellers: American Apparel, LLC; American Apparel (USA), LLC;
KCL Knitting, Sellers LLC; American Apparel Retail, Inc.; Fresh Air
Freight, Inc.; American Apparel Mexico, S. de R.L. de C.V.
b. Purchaser: Gildan Activewear SRL or its Designee
c. Purchased Assets: Debtors' intellectual property, wholesale
inventory and, at the Purchaser's Purchased Assets option, the
Debtors' manufacturing and distribution facilities in Garden Grove,
La Mirada and South Gate, California and the Debtors corporate
headquarters in Los Angeles, California.
d. Wholesale Inventory: Purchaser is obligated to purchase
wholesale inventory at certain agreed upon percentages of the
Debtors' standard cost for each unit ("Wholesale Inventory Purchase
Price"). At closing, the Debtors are obligated to deliver such
wholesale inventory at the Debtors' standard cost for each unit
("Purchase Order Purchase Price").
e. Purchase Price: $66,000,000, plus the Wholesale Purchase
Price and the Purchase Order Purchase Price.
f. Termination Fee and Expense Reimbursement: (i) Expense
Reimbursement: $1,000,000 for all reasonable out-of-pocket and
documented fees and expenses (including reasonable attorneys' fees
and expenses) incurred by Purchaser in connection with or related
to Purchaser's evaluation, consideration, analysis, negotiation,
and documentation of the Stalking Horse APA; and (ii) Termination
Fee: $1,980,000 (3% of the Purchase Price) incurred in the event
that the Debtors pursue or consummate an alternative transaction or
for certain other breaches of the Stalking Horse APA by the
Debtors.
g. Goad Faith Deposits: Within 3 days of the execution of the
Stalking Horse APA, the Purchaser will have deposited $6,600,000 to
be held in escrow.
h. Use of Proceeds: The Debtors will use the proceeds of the
Purchase Price upon Closing to pay non-Debtor affiliate American
Apparel Mexico, S. de R.L. de C.V., as seller under the Stalking
Horse APA, $10,000 in exchange for the sale of its intellectual
property. Pursuant to the terms of the DIP Credit Agreement, the
Debtors are required to repay their obligations thereunder in full
upon the closing of a sale.
i. Sates Free and Clear of Unexpired Leases: The Purchaser will
acquire the Stalking Horse Assets free and clear of all liens
pursuant to section 363(f) of the Bankruptcy Code.
j. Credit Bidding: Pursuant to the Bidding Procedures, a person
or entity holding a perfected security interest in the Debtors'
assets may seek to credit bid some or all of their claims that are
not subject to a bona fide dispute for their respective collateral,
subject to certain limitations agreed to by the Prepetition Secured
Lenders.
k. Relief from Stay: The Purchaser will be granted relief from
the automatic stay to the extent necessary to allow the Purchaser
to take any and all actions permitted under the Stalking Horse
APA.
The Debtors propose to conduct the Sale process and Auction on
these timeline:
1. Dec. 2, 2016: Hearing to Consider Entry of the Bidding
Procedures Order
2. Dec. l5, 2016 at 5:00 p.m. (PET): Deadline to file Cure
Objections
3. Dec. l9, 2016 at 5:00 p.m. (PET): Bid Deadline
4. Dec. 20, 2016 at 12:00 p.m. (PET): Deadline for Debtors to
notify bidders of their status as Qualified Bidders
5. Dec. 21, 2016 at 10:00 a.m. (PET): Auction, to be held at
the offices of Jones Day, 250 Vesey Street, New York, New York
6. Dec. 22, 2016 at 5:00 p.m. (PET): Deadline to file
objections to Sale Transactions)
7. Dec. 27, 2016 at 5:00 p.m. (PET): Deadline to file Adequate
Assurance Objections
8. Dec. 30, 2016: Proposed hearing to approve proposed Sale
Transactions
The Debtors believe that conducting the sale process within the
time periods set forth and in the Bidding Procedures is reasonable
and will provide parties with sufficient time and information
necessary to formulate a bid to purchase the assets.
The Debtors believe that holding an Auction for the Assets with the
Stalking Horse APA as the initial bid represents the best means to
generate value for their estates and maximize creditor returns.
The Bidding Procedures are intended to provide for a fair, timely
and competitive sale process consistent with the timeline of these
cases.
The key terms of the Bidding Procedures are:
a. Bid Deadline: Dec. 19, 2016 at 5:00 p.m. (PET)
b. Credit Bidding: In connection with the sale of all or any
portion of the assets, a person or entity holding a perfected
security interest in such assets may seek to credit bid some or all
of their claims that are not subject to a bona fide dispute for
their respective collateral pursuant to section 363(k) of the
Bankruptcy Code.
c. Good Faith Deposit: Each Qualified Bid (other than one that
includes a Credit Bid) must be accompanied by a good faith deposit
(the "Good Faith Deposit") in the form of cash in an amount equal
to 10% of the purchase price offered to purchase the assets.
d. Selecting Qualified Bidders: The Debtors will make a
determination regarding which bids qualify as Qualified Bids and as
Baseline Bids and will notify bidders whether they have been
selected as Qualified Bidders by no later than Dec. 20, 2016 at
12:00 p.m. (PET).
e. Bid Protections: Other than the Bid Protections provided to
the Stalking Horse, no party submitting a bid, whether or not such
bid is determined by the Debtors to qualify as a Qualified Bid,
will be entitled to a break-up fee or expense reimbursement, or any
other bid protection, unless such break-up fee, expense
reimbursement, or other bid protection is approved by the Court.
f. Auction: The Auction, if required, will be conducted at the
offices of Jones Day, 250 Vesey Street, New York, New York on Dec.
21, 2016 at 10:00 a.m. (PET).
g. Minimum Overbid: Qualified Bidders may submit successive
bids higher than the previous bid, based on and increased from the
Baseline Bid for the relevant Assets; provided, however, that to
the extent that there is more than one Qualified Bid for the
Stalking Horse Assets, the bidding for Stalking Horse Assets will
start at an amount equal to $66,000,000, plus the aggregate amount
of the Termination Fee and the Expense Reimbursement (solely for
purposes of conducting the Auction, the amount of the Expense
Reimbursement will be deemed to be $1,000,000). The minimum
required increments for successive Qualified Bids will be announced
at the outset of the Auction.
h. Successful Bid: The bid that constitutes the highest or
otherwise best bid for the applicable assets.
i. Backup Bids: The next highest or otherwise best Qualified
Bid for the relevant assets after the Successful Bid.
j. Auction Results: On Dec. 22, 2016 at 5:00 p.m. (PET), the
Debtors will file with the Bankruptcy Court and serve on the Sale
Notice Parties the results of the Auction. On Dec. 23, 2016 at
5:00 p.m. (PET), the Debtors will file with the Bankruptcy Court
and serve on the Sale Notice Parties, the Notice of the Proposed
Assumed Contracts; and (ii) each Successful Bidder's and Backup
Bidder's proposed form of adequate assurance of future performance
with respect to the relevant Proposed Assumed Contracts.
A copy of the Stalking Horse APA and the Bidding Procedures
attached to the Motion is available for free at:
http://bankrupt.com/misc/American_Apparel_53_Sales.pdf
In connection with any sale transaction, the Debtors propose to
assume and assign to the Successful Bidder(s) the Proposed Assumed
Contracts. The Assumption and Assignment Procedures will, among
other things, notice the Counterparties of the potential assumption
and assignment of their Contracts and the Debtors' calculation of
Cure Costs with respect thereto.
Any Counterparty to a Proposed Assumed Contract that wishes to
object to the proposed assumption, assignment and sale of the
Proposed Assumed Contract, the subject of which objection is the
Debtors' proposed Cure Costs to cure any outstanding monetary
defaults then existing under such contract must submit not later
than Dec. 15, 2016 at 5:00 p.m. (PET). Any Counterparty to a
Proposed Assumed Contract that wishes to object to the proposed
assumption, assignment and sale of the Proposed Assumed Contract
must file no later than Dec. 27, 2016, at 5:00 p.m. (PET).
The Debtors have determined that conducting a Sale process and
Auction with a stalking horse bid for at least some of the assets
is critical to preserving the value of their estates and submit
that providing the Bid Protections to the Stalking Horse is an
actual, necessary cost of going forward with the Auction.
Therefore, the Debtors respectfully ask the Court to approve the
Bid Protections.
The relief requested herein is necessary and appropriate to
maximize the value of the Debtors' estates for the benefit of their
economic stakeholders. Accordingly, the Debtors submit that ample
cause exists to justify (i) the immediate entry of an order
granting the relief sought and (ii) a waiver of the 14-day stay
imposed by Bankruptcy Rules 6004(h) and 6006(d), to the extent that
each Rule applies.
The Purchaser:
GILDAN ACTIVEWEAR SRL
c/o Gildan Activewear, Inc.
600 de Maisonneuve Blvd. West
33rd Floor
Montreal, Quebec H3A 3J2
Attn: Lindsay Matthews
E-mail: LMatthews@gildan.com
The Purchaser is represented by:
Brian E. Hamilton, Esq.
Michael H. Torkin, Esq.
SULLIVAN & CROMWELL LLP
125 Broad Street
New York, New York 10004
E-mail: Hamiltonb@sullcrom.com
Torkinm@sullcrom.com
About American Apparel
American Apparel Inc. is one of the largest apparel manufacturers
in North America, employing 4,700 employees across 3 active
manufacturing facilities, one distribution facility and
approximately 110 retail stores in the United States.
American Apparel and its affiliates filed for chapter 11 protection
in October 2015, confirmed a fully consensual plan of
reorganization in January 2016, and substantially consummated that
plan on Feb. 5, 2016. Unfortunately, the business turnaround plan
upon which the Debtors' plan of reorganization was premised
failed.
American Apparel LLC, along with five of its affiliates, again
sought bankruptcy protection (Bankr. D. Del. Lead Case No.
16-12551) on Nov. 14, 2016, with a deal to sell the assets.
As of the bankruptcy filing, the Debtors estimated assets and
liabilities in the range of $100 million to $500 million each. As
of the Petition Date, the Debtors had outstanding debt in the
aggregate principal amount of approximately $215 million under
their prepetition credit facility. Additionally, the Debtors have
guaranteed one of its United Kingdom subsidiaries' obligations
under a $15 million unsecured note due Oct. 15, 2020, court
document shows.
The Debtors have hired Pachulski Stang Ziehl & Jones LLP as
counsel; Jones Day as co-counsel; Berkeley Research Group, LLC as
financial advisors; Houlihan Lokey as investment banker; and Prime
Clerk LLC, as claims and noticing agent.
ARCH COAL: Files Third-Quarter Form 10-Q After Chapter 11 Exit
--------------------------------------------------------------
Arch Coal, Inc. on Nov. 9, 2016, disclosed that it has filed its
third quarter 10-Q with the Securities and Exchange Commission
(SEC). The filing covers a time period in which Arch was under
Chapter 11 protection, and the results reflect the company's
historical accounting basis, bankruptcy-related reorganization
costs and pre-emergence interest expense.
Arch successfully completed its financial restructuring and emerged
from Chapter 11 on Oct. 5, 2016. A better representation of Arch's
ongoing financial position will be contained in its future releases
and disclosures. At that time, fresh start accounting will be
fully incorporated into Arch's financial statements and will
provide a more valuable and valid point of comparison for future
financial results.
Arch plans to issue an earnings release covering the time period
following emergence in early 2017, and plans to host an investor
conference call to discuss operational and financial results
concurrent with the release.
An update to Arch's regional operating performance and liquidity
position covering the third quarter can be found in the "Investor"
section of the Arch Coal website.
About Arch Coal
Founded in 1969, Arch Coal, Inc., is a producer and marketer of
coal in the United States, with operations and coal reserves in
each of the major coal-producing regions of the Country. As of
January 2016, it was the second-largest holder of coal reserves in
the United States, owning or controlling over five billion tons of
proven and probable reserves.
Arch Coal, Inc., and 71 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to
16-40191) on Jan. 11, 2016. The petition was signed by Robert G.
Jones as senior vice president-law, general counsel and secretary.
The Debtors disclosed total assets of $5.84 billion and total debt
of $6.45 billion at the time of the bankruptcy filing. Judge
Charles E. Rendlen III has been assigned the case.
The Debtors engaged Davis Polk & Wardwell LLP as counsel, Bryan
Cave LLP as local counsel, FTI Consulting, Inc. as restructuring
advisor, PJT Partners as investment banker, and Prime Clerk LLC as
notice, claims and solicitation agent.
An Official Committee of Unsecured Creditors was appointed in the
case. The Committee retained Kramer Levin Naftalis & Frankel LLP
as counsel; Spencer Fane LLP as local counsel; Berkeley Research
Group, LLC as financial advisor; Jefferies LLC as investment
banker; and Blackacre LLC as coal consultant.
* * *
The Bankruptcy Court for the Eastern District of Missouri on
September 13, 2016, entered an order confirming the Debtors' Fourth
Amended Joint Plan dated as of September 11, 2016. The Plan was
amended on September 15. On October 5, 2016, Arch Coal consummated
the transactions contemplated by the Plan, which became effective
on that date.
ARMSTRONG ENERGY: Incurs $9.72 Million Net Loss in Third Quarter
----------------------------------------------------------------
Armstrong Energy, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $9.72 million on $65.38 million of revenue for the three months
ended Sept. 30, 2016, compared to a net loss of $145.8 million on
$89.20 million of revenue for the three months ended Sept. 30,
2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $38.16 million on $186.14 million of revenue compared
to a net loss of $160.1 million on $278.68 million of revenue for
the same period a year ago.
As of Sept. 30, 2016, Armstrong had $349.8 million in total assets,
$423.0 million in total liabilities and a total stockholders'
deficit of $73.23 million.
Liquidity
"The principal indicators of our liquidity are our cash on hand and
availability under our revolving credit facility. The 2012 Credit
Facility contains certain financial covenants, and a failure to
comply with the financial covenants could adversely impact the
Company's available liquidity. Upon the occurrence of a Liquidity
Event, at any time when borrowings are outstanding under the
facility, we will be required to maintain a fixed charge coverage
ratio, calculated as of the end of each calendar month for the 12
months then ended, greater than 1.0-to-1.0. A Liquidity Event is
defined as the occurrence of (i) an Event of Default, as such term
is defined in the 2012 Credit Agreement, or (ii) undrawn
availability being less than the greater of (a) $10.0 million or
(b) an amount equal to 20% of the borrowing base. As of September
30, 2016, our fixed charge coverage ratio was less than 1.0-to-1.0,
which, therefore, would require us to maintain minimum availability
of $10.0 million if any amounts were drawn on the 2012 Credit
Facility. As of September 30, 2016 and December 31, 2015, there
were no borrowings outstanding under the 2012 Credit Facility and,
therefore, we were not subject to the requirements of the financial
covenants included within the agreement. The calculated available
borrowings under the 2012 Credit Facility totaled $14.4 million at
September 30, 2016, but due to the restrictions imposed as a result
of not maintaining the minimum fixed charge coverage ratio, our
borrowing availability has been reduced by $10.0 million to $4.4
million. As of September 30, 2016, our total available liquidity
was $67.1 million, comprised of cash on hand of $62.7 million and
$4.4 million available under the 2012 Credit Facility. As a result
of the decline in availability, on November 4, 2016, we provided
notification to the administrative agent of our intent to terminate
the 2012 Credit Facility effective November 14, 2016.
"Based on our current assumptions, we believe that existing cash
balances and cash generated from operations will be sufficient to
meet working capital requirements, anticipated capital expenditures
and debt service requirements in 2016.
"As a result of the weak market conditions and depressed coal
prices, we have undertaken steps to adequately preserve our
liquidity and manage operating costs, including efficiently
controlling capital expenditures. During 2015, we began
initiatives to enhance our financial flexibility and reduce cash
outflows in the near term, including a streamlining of our cost
structure and reductions in production volumes and capital
expenditures. During the second quarter of 2016, Armstrong's board
of directors authorized an exploration of strategic alternatives
aimed at strengthening its balance sheet and improving its
long-term capital structure. Armstrong has retained MAEVA Group,
LLC as its financial adviser and Kirkland & Ellis LLP as its legal
adviser to assist the board of directors and management with the
strategic review process. Armstrong does not expect to comment
further or update the market with any additional information on the
process unless and until deemed appropriate or necessary. There is
no assurance that this exploration will result in any strategic
alternatives being announced or executed."
Short-term Outlook
"As a result of continued weakness in the U.S. thermal coal
markets, Armstrong has continued to evaluate its operations and
rationalize production to meet the current demand levels, as
necessary. On April 22, 2016, Worker Adjustment and Retraining
Notification (WARN) Act notices were delivered to employees of one
of our mining operations and related preparation plant in
anticipation of closing the Parkway underground mine. During the
second quarter of 2016, the decision was made to continue operating
the Parkway underground mine until all economically recoverable
coal was depleted and, in October 2016, the mine ultimately
depleted its economically recoverable reserves and ceased
production.
"During the third quarter of 2016, the Company was able to secure
additional coal sales for approximately 0.3 million tons for
delivery in 2016 and is essentially fully priced and committed for
the year at 5.9 million tons.
"Capital expenditures for the nine months ended September 30, 2016
totaled $2.1 million, which is well below prior year levels, as we
continue to prudently evaluate capital spending in order to
preserve liquidity. For 2016, capital spending has been further
reduced to be in the range of $3.5 million to $5.0 million, which
will be primarily related to maintenance capital expenditures. With
respect to any significant development projects, we plan to defer
them to time periods beyond 2016 and will continue to evaluate the
timing associated with those projects based on changes in overall
coal supply and demand."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/VRMYUp
About Armstrong
Armstrong Energy, Inc. is a diversified producer of low chlorine,
high sulfur thermal coal from the Illinois Basin, with both surface
and underground mines. The Company markets its coal primarily to
proximate and investment grade electric utility companies as fuel
for their steam-powered generators. Based on 2015 production, the
Company is the fifth largest producer in the Illinois Basin and the
second largest in Western Kentucky.
The Company reported a net loss of $162.14 million for the year
ended Dec. 31, 2015, a net loss of $28.83 million for the year
ended Dec. 31, 2014, and a net loss of $25.07 million for the year
ended Dec. 31, 2013.
* * *
As reported by the TCR on Oct. 27, 2016, S&P Global Ratings said it
lowered its corporate credit rating on Armstrong Energy Inc. to
'CCC-' from 'CCC+' and placed the rating on CreditWatch with
developing implications.
In March 2016, Moody's Investors Service downgraded the ratings of
Armstrong Energy, Inc., including its corporate family rating to
'Caa1' from 'B3', probability of default rating (PDR) to 'Caa1-PD'
from 'B3-PD', and the rating on the senior secured notes to 'Caa2'
from 'B3'. The outlook is negative.
ASCENT GROUP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ascent Group, LLC
dba Physicians ER Oak Lawn
3607 Oak Lawn Ave
Dallas, TX 75219
Case No.: 16-34436
Nature of Business: Health Care
Chapter 11 Petition Date: November 14, 2016
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Stacey G. Jernigan
Debtor's Counsel: Marcus Alan Helt, Esq.
GARDERE WYNNE SEWELL LLP
2021 McKinney Avenue, Suite 1600
Dallas, TX 75201
Tel: 214-999-4526
Fax: 214-999-3526
E-mail: mhelt@gardere.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Karen Kuo, member.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb16-34436.pdf
BARBARA KLIEFOTH: To Pay Unsecureds From Accounts Receivable
------------------------------------------------------------
Kevin Kliefoth and Barbara Kliefoth filed with the U.S. Bankruptcy
Court for the Western District of Texas a disclosure statement
referring to the Debtors' Chapter 11 plan of liquidation.
Under the Plan, each holder of an allowed Class 4 General Unsecured
Claim will receive a pro rata share of the proceeds available from
the collection of the Debtors' accounts receivable, if any.
Allowed Class 4 Claims will not include (i) any interest from and
after the Petition Date; (ii) attorney's fees; and (ii) any penalty
on the claim. The Debtors will pay the Allowed Class 4 Claims with
funds available from the collection of accounts receivable, if any.
The Debtors will accumulate the accounts receivable though May 31,
2017, and make a onetime pro rata distribution to Class 4 holders
of allowed claims. Class 4 is impaired.
Mr. Kliefoth will continue as an employee of the bankruptcy estate
for a period of 120 days following the effective date of the Plan
in order to effectuate the liquidation and wind down of the estate.
Mr. Kliefoth's compensation will be paid out of amounts collected
from accounts receivable. Mr. Kliefoth will also maintain those
books, records and bank accounts necessary to effectuate the
liquidation and wind down of the estate. The Debtors will continue
to perform statutory duties of the Debtors and those conferred by
and contemplated under the Plan until the case is closed.
As set forth in the Disclosure Statement, the funds necessary to
make payments under the Plan will be made available from cash
available on the Effective Date and the proceeds from collection of
the accounts receivable owed to Walltech and Office Outlet.
The Plan contemplates:
(1) full payment of all allowed administrative claims, in
cash, on the Effective Date, or as otherwise agreed;
(2) full payment of all allowed priority claims of
governmental entities, in cash, on the Effective Date, or
as otherwise agreed, together with interest at the rate
required by the U.S. Bankruptcy Code Section 511, or if
applicable the rate authorized by Texas Tax Code Section
33.01. A payment to the Internal Revenue Service of
$575,000 on the Effective Date, or as otherwise agreed;
And
(3) a pro rata distribution of the accounts receivable
collected through May 31, 2017, to the allowed general
unsecured creditors.
The Disclosure Statement is available at:
http://bankrupt.com/misc/txwb15-11194-116.pdf
The Plan was filed by the Debtors' counsel:
Frederick E. Walker, Esq.
Fred E. Walker, P.C.
609 Castle Ridge Road, Suite 220
Austin, TX 78746
Tel: (512) 330-9977
Fax: (512) 330-1686
E-mail: fredwalkerlaw@yahoo.com
Kevin Kliefoth operates a sole proprietorship and does business
under the assumed names Walltech and OfficeOutlet. The business is
primarily engaged in acquisition, reconditioning and sale of used
office equipment, including partitions and cubicles. The business
also sells new office furniture. The business employs
approximately 25 full time employees and 10 part time employees.
The business acquires used office furniture from clients that are
vacating existing space and relocating their offices.
Barbara B. Kliefoth and Kevin William Kliefoth filed for Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 16-10817) on July
14, 2016. Frederick E. Walker, Esq., serves as the Debtor's
bankruptcy counsel.
BENITEZ GONZALEZ: Trustee Hires Ayala Financial as Accountant
-------------------------------------------------------------
Wigberto Lugo Mender, the Chapter 11 Trustee of Benitez Gonzalez &
Asociados, SE, seeks authorization from the U.S. Bankruptcy Court
for the District of Puerto Rico to employ Ayala Financial Group,
CPA's LLC as the estate's accountant.
The Trustee requires Ayala Financial to provide these services:
(a) reconciliation of accounting records including uses of
revenues and expenses for the year 2015;
(b) with the accounting report, preparation of estate tax
returns and declarations for the year ended December 31,
2015, as long as these are deemed necessary. These services
will include the preparation of forms and declaration
required by the Commonwealth of Puerto Rico and for the
U.S. Treasury Department; and
(c) preparation of financial statements as of December 31,
2015, as needed.
Ayala Financial will be paid at these hourly rates:
Jose Ayala $150
CPA Supervisor $125
Staff Accountant $50
Ayala Financial will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jose Ayala of Ayala Financial 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.
Ayala Financial can be reached at:
Jose Ayala
AYALA FINANCIAL GROUP, CPA'S LLC
P.O. Box 622497
Orlando, FL 32862
Tel: (787) 396-8421
Fax: (407) 219-4673
E-mail: jayalacpa@gmail.com
Headquartered in San Juan, Puerto Rico, Benitez Gonzalez &
Asociados, SE filed for Chapter 11 bankruptcy protection (Bankr.
D.P.R. Case No. 15-05940) on August 4, 2015. Charles Alfred
Cuprill, Esq. serves as bankruptcy counsel.
In its petition, the Debtor indicated $0 in total assets and $5.5
million in total liabilities. The petition was signed by Manuel E.
Benitez Gonzalez, managing partner.
A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/prb15-05940.pdf
BLUE EAGLE III: S&P Affirms 'B' CCR & Revises Outlook to Negative
-----------------------------------------------------------------
S&P Global Ratings said it revised its outlook on King of Prussia,
Pa.-based Blue Eagle Holdings III LP to negative from stable.
At the same time, S&P affirmed all of its ratings on the company,
including the 'B' corporate credit rating.
"The outlook revision reflects our expectation for revenue declines
and negative FOCF in 2017 following the company's
weaker-than-expected operating performance through the first half
of 2016," said S&P Global Ratings credit analyst Tuan Duong.
S&P's negative rating outlook also reflects a degree of uncertainty
whether the company can grow bookings and revenues over the next 12
to 18 months to mitigate recent client churn.
The negative outlook reflects S&P's expectation for revenue
declines and negative FOCF in 2017, and a degree of uncertainty
around sufficient bookings and revenue growth over the next 12 to
18 months to mitigate recent client churn related to the company's
exit from the webstore solutions business and client bankruptcies.
While the company does benefit from contracted revenue streams, and
favorable e-commerce industry fundamentals, client churn and
seasonal order volumes are somewhat unpredictable.
BLUEBERRY TWIST: Plan Confirmation Hearing on Jan. 10
-----------------------------------------------------
The Hon. Christopher D. Jaime of the U.S. Bankruptcy Court for the
Eastern District of California has amended the order granting
conditional approval of Blueberry Twist Partnership's disclosure
statement dated Sept. 30, 2016, referring to the Debtor's plan of
reorganization.
The hearing on the final approval of the Disclosure Statement will
be held in conjunction with the hearing on the plan confirmation
set for Jan. 10, 2017, at 2:30 p.m. As reported by the Troubled
Company Reporter on Oct. 24, 2016, the Court initial set the
hearing for Dec. 6, 2016, at 2:30 p.m.
Objections to the confirmation of the Plan as well as the completed
ballot accepting or rejecting the Plan must be filed by Nov. 30,
2016.
The plan proponent will file and serve its argument and evidence in
support of the confirmation, replies to any opposition, and ballot
tabulation no later than Dec. 16, 2016.
About Blueberry Twist Partnership
Headquartered in Oroville, California, Blueberry Twist Partnership
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Calif.
Case No. 16-22263) on April 11, 2016, estimating its assets and
debts at between $1 million and $10 million. The petition was
signed by Todd Barnes, managing partner.
Judge Christopher D. Jaime presides over the case.
Stephen M. Reynolds, Esq., at Reynolds Law Corporation serves as
the Debtor's bankruptcy counsel.
BONANZA CREEK: Incurs $34.9 Million Net Loss in Third Quarter
-------------------------------------------------------------
Bonanza Creek Energy, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $34.90 million on $49.32 million of oil and gas sales for the
three months ended Sept. 30, 2016, compared to a net loss of
$112.29 million on $72.14 million of oil and gas sales for the
three months ended Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $131.6 million on $148.02 million of oil and gas sales
compared to a net loss of $171.9 million on $235.64 million of oil
and gas sales for the nine months ended Sept. 30, 2015.
As of Sept. 30, 2016, Bonanza had $1.22 billion in total assets,
$1.13 billion in total liabilities and $84.75 million in total
stockholders' equity.
Debt and Liquidity
The Company has a $1.0 billion revolving credit facility, which was
redetermined on October 31, the "Redetermination Date" to an
approved borrowing base and commitment amount of $150 million. As
of September 30, 2016, the Company had borrowings under its credit
facility of $229.3 million and cash totaling $133.4 million. As
the outstanding borrowings on the credit facility exceed the newly
redetermined borrowing base, the Company, under the terms of the
agreement, has 20 days from the Redetermination Date to notify the
bank group of its intended method to cure the deficiency. To cure
the deficiency, the Company may elect to, a) repay advances such
that the deficiency is cured within a 30-day period, b) pledge
additional oil and gas properties acceptable to the lenders to
eliminate the deficiency, c) elect to repay the deficiency amount
in 6 equal monthly installments, or d) a combination of options b
and c. As of the end of the third quarter, the Company had two
remaining deficiency payments payable to the bank group related to
its borrowing base deficiency resulting from the May 20, 2016
redetermination, the first of which was paid on October 13, 2016,
with the last payment due in November.
As of Sept. 30, 2016, the Company was not in compliance with its
interest coverage ratio covenant under its credit facility. The
interest coverage ratio as set forth in the credit facility is to
remain above 2.5x. At the end of the third quarter, the Company's
interest coverage ratio was 2.3x. The Company is currently in
discussions with its credit facility lending syndicate to negotiate
a waiver, amendment or forbearance agreement. If the Company is
unable to obtain one of the aforementioned remedies, the lenders
could give notice of acceleration as a result of this
non-compliance. The Company was in compliance with its remaining
two financial covenants under its credit facility, with a senior
secured debt to TTM EBITDAX ratio of 1.7x, and a current ratio of
2.4x. The Company's credit facility covenants require a secured
debt to TTM EBITDAX ratio of less than 2.5x and a current ratio of
greater than 1.0x.
On Nov. 8, 2016, the Company made the bond interest payment on its
$500 million issue of 6.75% senior unsecured notes to the indenture
trustee, which was due on Oct. 15, 2016. By making the $17.0
million interest payment within the 30-day grace period, the
Company remains in compliance with its senior unsecured notes.
The Company continues to work with its advisors, and is currently
in discussions with various stakeholders, regarding a potential (i)
debt for equity exchange or (ii) private secured financing
transaction.
Going Concern Uncertainty
Since the first quarter of 2016, the Company's liquidity outlook
has deteriorated due to the Company's inability to sell assets
given current market conditions and counterparty concerns about the
Company's liquidity and current capital structure, borrowing base
reductions that have occurred during 2016, continuation of
depressed commodity prices and the inability to access the debt and
capital markets. In addition, the Company's senior secured
revolving credit agreement is subject to scheduled
redeterminations of its borrowing base, semi-annually, as early as
April and October of each year, based primarily on reserve report
values using lender commodity price expectations at such time as
well as other factors within the discretion of the lenders that are
party to the revolving credit facility.
As a result of these and other factors, the following issues have
adversely impacted the Company's ability to continue as a going
concern:
* the Company's ability to comply with financial covenants and
ratios in its revolving credit facility and indentures has
been affected by continued low commodity prices. Among other
things, the Company is required under its revolving credit
facility to maintain a minimum interest coverage ratio that
must exceed 2.50 to 1.00. Absent a waiver, amendment or
forbearance agreement, failure to meet these covenants and
ratios would result in an Event of Default (as defined in the
revolving credit agreement) and, to the extent the applicable
lenders so elect, an acceleration of the Company's existing
indebtedness, causing such debt of $229.3 million, as of
Sept. 30, 2016, to be immediately due and payable. Based on
the Company's financial results through the third quarter of
2016, it is no longer in compliance with its minimum interest
coverage ratio requirement. The minimum interest coverage
ratio is calculated by dividing trailing twelve-month EBITDAX
by trailing twelve-month interest expense. If a waiver,
amendment or forbearance agreement is not obtained, the
applicable credit facility lenders could give notice of
acceleration as a result of this non-compliance. The Company
does not currently have adequate liquidity to repay all of its
outstanding debt in full if such debt were accelerated;
* because the revolving credit facility borrowing base was
redetermined in May 2016 to $200 million, the Company was
overdrawn by $88 million and has been making mandatory monthly
repayments of approximately $14.7 million. The borrowing base
was further reduced on Oct. 31, 2016, to $150 million, which
is less than the current amount drawn. Under the terms of the
credit agreement, the Company has a 20-day period from the
date of redetermination to inform the bank group of its
intended method to cure its deficiency. Depending on its
election to cure the deficiency, the Company may not have
sufficient cash on hand to be able to make the mandatory
repayments associated with curing the deficiency at the time
they are due;
* the Company's ability to make interest payments as they become
due and repay indebtedness upon maturities (whether under
existing terms or as a result of acceleration) is impacted by
the Company's liquidity. As of Sept. 30, 2016, the Company
had a $29.3 million borrowing base deficiency under its
revolving credit facility and $133.4 million in cash and cash
equivalents. As a result of the Oct. 31, 2016,
redetermination, the Company's borrowing base deficiency is
$64.7 million, as of the date of filing;
* the Company has two purchase and transportation agreements to
deliver fixed determinable quantities of crude oil. The first
agreement went into effect during the second quarter of 2015
for 12,580 barrels per day over an initial five year term.
Based on current production estimates, assuming no future
drilling and completion activity, the Company anticipates
shortfalls in delivering the minimum volume commitments
throughout the remainder of 2016. The Company has incurred
$1.5 million in minimum volume commitment deficiency payments
as of Sept. 30, 2016. Under the current terms of the
contract, the anticipated shortfall in delivering the minimum
volume commitments could result in potential deficiency
payments of $1.7 million for the remainder of 2016 and an
aggregate $44.8 million in deficiency payments for 2017
through April 2020, when the agreement expires. In accordance
with an adequate assurance of performance provision contained
in the contract, the counterparty withheld $5 million from the
Company's revenue payment during the third quarter of 2016.
This payment is being held in a segregated account and is
reflected in the other noncurrent assets line item in the
accompanying balance sheets. The second agreement became
effective on Nov. 1, 2016, for 15,000 barrels per day over an
initial seven year term. Based on current production
estimates, assuming no future drilling and completion
activity, and not designating any barrels to this commitment
until May 2020. Under the current terms of the contract, the
anticipated shortfall in delivering the minimum volume
commitments could result in potential deficiency payments of
$4.8 million in 2016 and an aggregate $165.2 million in
deficiency payments for 2017 through October 2023, when the
agreement expires. The actual amount of deficiency payments
could vary on both contracts depending on the outcome of the
Company's ability to renegotiate and execute on one or more of
its current liquidity strategies; and
* if the Company is unable to obtain a waiver from or otherwise
reach an agreement with the lenders under the revolving credit
facility and the indebtedness under the revolving credit
facility is accelerated, then an Event of Default (as defined
in the underlying indentures) under the Company's 6.75% Senior
Notes due 2021 and 5.75% Senior Notes due 2023 would occur.
If an Event of Default occurs, the trustee or the holders of
at least 25% in aggregate principal amount of the then
outstanding notes, may declare the entire principal under the
Senior Notes to be due and payable immediately. The Company
made the Oct. 15, 2016, interest payment of $17 million, which
included per diem default interest, on its 6.75% Senior Notes
to the indenture trustee within the 30-day grace period
allowed under the governing indenture. The revolving credit
facility and Senior Notes have cross default clauses.
If lenders, and subsequently noteholders, accelerate the Company's
outstanding indebtedness ($1.0 billion as of September 30, 2016),
it will become immediately due and payable. In the event of
acceleration, the Company does not have sufficient liquidity to
repay those amounts and would have to seek relief through a Chapter
11 Bankruptcy proceeding. Due to covenant violations, the Company
classified the revolving credit facility and Senior Notes as
current liabilities as of Sept. 30, 2016.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/XmAd14
About Bonanza Creek
Bonanza Creek is an independent energy company engaged in the
acquisition, exploration, development and production of onshore oil
and associated liquids-rich natural gas in the United States.
Bonanza Creek Energy, Inc. was incorporated in Delaware on Dec. 2,
2010, and went public in December 2011.
The Company reported a net loss of $746 million in 2015 following
net income of $20.3 million in 2014.
* * *
As reported by the TCR on Oct. 19, 2016, S&P Global Ratings lowered
its corporate credit rating on U.S.-based oil and gas exploration
and production company Bonanza Creek Energy Inc. to 'D' from 'CC'.
"The downgrade follows Bonanza Creek's announcement that it elected
not to make the Oct. 15, 2016 interest payment on the 6.75% senior
unsecured notes due 2021," said S&P Global Ratings credit analyst
Daniel Krauss.
BOOZIOTIS & COMPANY: Taps Pronske Goolsby as Counsel
----------------------------------------------------
Booziotis & Company seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Pronske Goolsby
& Kathman, P.C. as counsel, nunc pro tunc to September 29, 2016.
Pronske Goolsby will advise and represent the Debtor with respect
to the Debtor's Chapter 11 case adn the case once it is converted
to Chapter 7. More specifically, Pronske Goolsby will assist the
Debtor, with tasks that include, but are not limited to:
preparation of the motion to assume and assign the architecture
contracts and the schedules and statement of financial affairs.
Pronske Goolsby will be paid at these hourly rates:
Jason P. Kathman $350
Partners $350-$600
Legal Assistants $120
Pronske Goolsby will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jason P. Kathman, shareholder of Pronske Goolsby, 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.
Pronske Goolsby can be reached at:
Jason P. Kathman, Esq.
PRONSKE GOOLSBY & KATHMAN, PC
901 Main Street, Suite 610
Dallas, TX 75202
Tel: (214) 658-6500
Fax: (214) 658-6509
E-mail: jkathman@pgkpc.com
Booziotis & Company, filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Tex. Case No. 16-33798) on September 29, 2016, disclosing
under $1 million in both assets and liabilities.
The Debtor is represented by Jason Patrick Kathman, Esq.
BROADVIEW NETWORKS: Posts $915,000 Net Income for Third Quarter
---------------------------------------------------------------
Broadview Networks Holdings, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $915,000 on $72.83 million of revenues for the three
months ended Sept. 30, 2016, compared to a net loss of $1.94
million on $73.04 million of revenues for the three months ended
Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported net
income of $1.32 million on $217.62 million of revenues compared to
a net loss of $7.91 million on $218.97 million of revenues for the
same period last year.
As of Sept. 30, 2016, Broadview had $207.6 million in total assets,
$217.1 million in total liabilities and a total stockholders'
deficiency of $9.48 million.
"Our principal sources of liquidity are cash from operations, cash
and cash equivalents on hand and a revolving credit facility. Our
revolving credit facility has a current maximum availability of
$25.0 million and is due in October 2017. Any outstanding amounts
under the revolving credit facility are subject to a borrowing base
limitation based on an advance rate of 85% of the amount of
eligible receivables, as defined. Our borrowing base has limited
our availability to $17.8 million, of which $11.5 million was
outstanding as of September 30, 2016. In addition to our normal
operating requirements, our short-term liquidity needs consist of
interest on the Notes, which are due in November 2017, capital
expenditures and working capital. As of September 30, 2016, our
$23.4 million of cash and cash equivalents was being held in
several large financial institutions, although most of our balances
exceed the Federal Deposit Insurance Corporation insurance limits.
We anticipate that our current cash and cash equivalents balances,
along with cash generated from operations, will be sufficient to
meet working capital requirements for at least the next twelve
months.
"As of September 30, 2016, we will require approximately $23.6
million in cash to service the interest due on the Notes throughout
the remaining life of the Notes. For the nine months ended
September 30, 2016, the Company incurred capital expenditures of
$16.7 million. Fixed and success-based capital expenditures will
continue to be a significant use of liquidity and capital
resources. A majority of our planned capital expenditures are
"success-based" expenditures, meaning that they are directly linked
to new revenue."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/VU8Yfc
About Broadview Networks
Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.
Broadview Networks reported a net loss of $9.79 million in 2015, a
net loss of $9.22 million in 2014 and a net loss of $8.48 million
in 2013.
* * *
In the July 23, 2012, edition of the Troubled Company Reporter,
Moody's Investors Service downgraded Broadview Networks Holdings,
Inc. Corporate Family Rating (CFR) to 'Caa3' from 'Caa2' and the
Probability of Default Rating (PDR) to 'Ca' from 'Caa3' in response
to
the company's announcement that it has entered into a
restructuring support agreement with holders of roughly 70% of its
preferred stock and roughly 66-2/3% of its Senior Secured Notes.
The company is expected to file a pre-packaged Chapter 11 Plan of
Reorganization or complete an out of court exchange offer.
As reported by the TCR on July 25, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Broadview to 'D'
from 'CC'. "This action follows the company's announced extension
on its revolving credit facility. We expect to lower the issue-
level rating on the notes to 'D' once the company files for
bankruptcy, or if it misses the Sept. 1, 2012 maturity payment on
the notes," S&P said.
BRUCE J. CRISCUOLO: Unsecureds To Be Paid Over 60 Months
--------------------------------------------------------
Bruce J. Criscuolo filed a plan of reorganization proposing to pay
general unsecured creditors from the Debtor's disposable income
over 60 months post-confirmation.
The amount of general unsecured claims is approximately $43,000.
The monthly distribution is estimated to be approximately $300-$00
per month based on the Debtor's amended income and expenses.
The Debtor, who operated a digital consulting company, and his
wife, who designed and built a childcare facility/business, filed a
Chapter 13 petition to stave off foreclosure of their home. They
converted their Chapter 13 case to Chapter 11 after determining
that Chapter 11 would afford more flexibility in treatment of the
Chase loan and would allow them to pay down the IRS more
efficiently.
Payments and distributions under the Plan will be funded by the
ongoing employment of the Debtor and his spouse. To the extent
that it is required for confirmation, the Debtor's wife will commit
$5,000 personally to the case in satisfaction of the new value
exception to the absolute priority rule.
A full-text copy of the Disclosure Statement dated October 28,
2016, is available at:
http://bankrupt.com/misc/paeb14-16946-36.pdf
Bruce J. Criscuolo's Chapter 11 case is Bankr. E.D. Pa. Case No.
14-16946.
C&J ENERGY: Court Denies Motion To Appoint Equity Committee
-----------------------------------------------------------
The Hon. David R. Jones of the U.S. Bankruptcy Court for the
Southern District of Texas entered an order granting CJ Holding
Co., et al.'s motion for a directed verdict and denying the
emergency motion to appoint an official committee of equity
security holders.
The Troubled Company Reporter, citing BankruptcyData.com, reported
that D.E. Shaw Galvanic Portfolios and
Nantahala Capital Management filed with the U.S. Bankruptcy Court
an emergency motion to appoint an official committee of equity
security holders to the C&J Energy Services proceeding.
The motion explains, "The necessity for an Equity Committee is
clear. The Debtors have proposed a plan of reorganization that
provides for a distribution to its equity holders, if they, as a
class, accept the
Plan. However, there is no fiduciary acting on behalf of the equity
holders in this case that can assess the reasonableness of the
proposed Plan distribution. Significantly, the equity holders were
not included in the plan negotiation process. The enterprise
valuation of C&J contained in the Disclosure Statement fails to
reflect material information, is significantly understated, and is
therefore suspect. Accordingly, an Equity Committee is needed to
adequately represent the Debtor's public shareholders. . . . The
Movants are shareholders with relatively small equity holdings who,
based on the size of their investment, cannot reasonably be
expected to spend the resources necessary to fully analyze the Plan
and the proposed distribution to equity holders. Moreover, the
Order of the Court, dated July 21, 2016 ('Trading Restrictions
Order'), that restricts trading of C&J stock, effectively precludes
any equity holder from acquiring sufficient shares in C&J to
justify expending the resources necessary to fully analyze the
issues related to protecting the legitimate interests of all public
equity holders. As a result, the only way for Movants and similarly
situated public equity holders to gain adequate representation in
this case is for the Court to promptly appoint an Equity
Committee."
The counsel for the Equity Holders can be reached at:
Edward L. Ripley, Esq.
KING & SPALDING LLP
1100 Louisiana, Suite 4000
Houston, TX 77002-5213
Tel: (713) 751-3200
Fax: (713) 751-3290
E-mail: eripley@kslaw.com
-- and --
Arthur Steinberg, Esq.
KING & SPALDING LLP
1185 Avenue of the Americas
New York, New York 10036
Tel: (212) 556-2100
Fax: (212) 556-2222
E-mail: asteinberg@kslaw.com
About C&J Energy
C&J Energy Services -- http://www.cjenergy.com/-- is a provider of
well construction, well completions, well support and other
complementary oilfield services to oil and gas exploration and
production companies. As one of the largest completion and
production services companies in North America, C&J offers a full,
vertically integrated suite of services involved in the entire life
cycle of the well, including directional drilling, cementing,
hydraulic fracturing, cased-hole wireline, coiled tubing, rig
services, fluids management services and other special well site
services. C&J operates in most of the major oil and natural gas
producing regions of the continental United States and Western
Canada.
C&J Energy Services Ltd. and 14 of its subsidiaries each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Lead Case No. 16-33590) on July 20, 2016. The Debtors'
cases are pending before Judge David R. Jones.
The law firms Loeb & Loeb LLP, Kirkland & Ellis LLP serve as the
Debtors' counsel. Fried, Frank, Harris, Shriver & Jacobson LLP
acts as special corporate and tax counsel to the Debtors.
Investment bank Evercore is the Debtors' financial advisor, and
AlixPartners is the Debtors' restructuring advisor. Ernst & Young
Inc. is the proposed information officer for the Canadian
proceedings. Donlin, Recano & Company, Inc., serves as the
claims,
noticing and balloting agent.
U.S. Trustee Judy A. Robbins appointed five creditors to serve on
the official committee of unsecured creditors in the Chapter 11
case of CJ Holding Co., et al. The Committee hired Greenberg
Traurig, LLP, as counsel for the Committee, Conway MacKenzie,
Inc.,
to serve as its financial advisor, Carl Marks Advisory Group LLC as
investment banker.
CAMPBELL GRAPHICS: Wells Fargo to Be Paid in 60 Mos., at 3%
-----------------------------------------------------------
Campbell Graphics, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of Virginia an amended disclosure statement
referring to the Debtor's plan of reorganization dated dated Oct.
31, 2016.
Class 2 - City of Richmond Tax Lien, estimated at $4,656.37, will
be paid $400 per month until paid in full.
Class 3 - Wells Fargo Claim, estimated at $373,047.34, with a
$214,000 secured claim, will be paid monthly principal and interest
payments at 3.00 percent annual interest rate to Wells Fargo as
follows: (1) $3,000.00 per month for the first 12 months; (2) then
$4,000.00 per month for months 13 to 24; (3) then $4,100.00 per
month for months 25 to 60. The remainder of the Wells Fargo Claim
will be paid pro rata with Class 6 General Unsecured Claims.
Class 6 General Unsecured Claims -- estimated at $602,376.67 -- are
impaired under the Plan. General Unsecured Claims will share pro
rata 12 quarterly distributions in the amount of 50% of quarterly
net cash flow. The extent of the recovery for Class 6 claims is
speculative. Class 6 claims may receive little to no recovery.
Any recovery suggested by the financial projections is dependent on
a variety of economic and non-economic factors and may change.
Cash consideration necessary for the Reorganized Debtor to make
payments or distributions pursuant to the Plan shall be obtained
from ongoing business operations.
The Amended Disclosure Statement is available at:
http://bankrupt.com/misc/vaeb16-30523-116.pdf
The Debtor filed with the Court a motion for conditional approval
of the Amended Disclosure Statement, asking the Court to schedule a
final hearing for Dec. 7, 2016, at 2:00 p.m.
The Plan was filed by the Debtor's counsel:
Robert S. Westermann, Esq.
Rachel A. Greenleaf, Esq.
HIRSCHLER FLEISCHER,P.C.
The Edgeworth Building
2100 East Cary Street
P.O. Box 500
Richmond, Virginia 23218-0500
Tel: (804) 771-9500
Fax: (804) 644-0957
E-mail: rwestermann@hf-law.com
rgreenleaf@hf-law.com
The Troubled Company Reporter previously reported that the Debtor's
Plan provides that Class 6 General Unsecured Claims estimated at
$602,376.67 are impaired. General Unsecured Claims will share pro
rata 12 quarterly distributions in the amount of 50% of quarterly
net cash flow. The extent of the recovery for Class 6 Claims is
speculative. Class 6 Claims may receive little to no recovery.
Headquartered in Richmond, Virginia, Campbell Graphics, Inc., dba
AlphaGraphics No. 521 filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Va. Case No. 16-30523) on Feb. 9, 2016, estimating its
assets at between $100,000 and $500,000 and liabilities at between
$1 million and $10 million. The petition was signed by Craig H.
Campbell, Sr., president.
Judge Kevin R. Huennekens presides over the case.
Robert S. Westermann, Esq., and Rachel A. Greenleaf, Esq., at
Hirschler Fleischer, P.C., in Richmond, Virginia, serves as the
Debtor's bankruptcy counsel.
CANCER GENETICS: Incurs $3.74 Million Net Loss in Third Quarter
---------------------------------------------------------------
Cancer Genetics, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.74 million on $6.75 million of revenue for the three months
ended Sept. 30, 2016, compared to a net loss of $5.21 million on $4
million of revenue for the three months ended Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $13.02 million on $19.81 million of revenue compared to
a net loss of $14.47 million on $12.55 million of revenue for the
same period a year ago.
As of Sept. 30, 2016, Cancer Genetics had $45.82 million in total
assets, $17.97 million in total liabilities and $27.84 million in
total stockholders' equity.
"We believe that our current cash will support operations for at
least the next 6 to 9 months. We are exploring opportunities for
additional equity or debt financing, and we are taking steps to
improve our operating cash flow. We can provide no assurances that
our current actions will be successful or that any additional
sources of financing will be available to us on favorable terms, if
at all, when needed. Our forecast of the period of time through
which our current financial resources will be adequate to support
our operations and the costs to support our general and
administrative, sales and marketing and research and development
activities are forward-looking statements and involve risks and
uncertainties.
"The continuation of the Company as a going concern is dependent on
the ability of the Company to obtain necessary debt and/or equity
financing to continue operations. These interim consolidated
financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and
classification of liabilities that might be necessary should the
Company be unable to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/G55DFo
About Cancer Genetics
Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage
diagnostics company focused on developing and commercializing
proprietary genomic tests and services to improve and personalize
the diagnosis, prognosis and response to treatment (theranosis) of
cancer.
Cancer Genetics reported a net loss of $20.2 million on $18.0
million of revenue for the year ended Dec. 31, 2015, compared to a
net loss of $16.6 million on $10.2 million of revenue for the year
ended Dec. 31, 2014.
CANNASYS INC: EMA Financial Reports 9.9% Stake as of Nov. 3
-----------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, EMA Financial, LLC disclosed that as of Nov. 3, 2016,
it beneficially owns 7,312,212 shares of common stock, $0.001 par
value, of CannaSys, Inc., which represents 9.9 percent of the
shares outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/n5hJeZ
About Cannasys
Cannasys, Inc. provides technology services in the ancillary space
of the cannabis industry. The Company is a technology company and
does not produce, sell, or handle in any manner cannabis products.
As of June 30, 2016, Cannasys had $1.34 million in total assets,
$958,480 in total liabilities and $385,810 in total stockholders'
equity.
The Company reported a net loss of $3.85 million in 2015 following
a net loss of $1.72 million in 2014.
HJ & Associates, LLC, in Salt Lake City, UT, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has suffered
recurring losses from operations and its total liabilities exceed
its total assets. This raises substantial doubt about the
Company's ability to continue as a going concern.
CHINA COMMERCIAL: Receives Noncompliance Notice from Nasdaq
-----------------------------------------------------------
China Commercial Credit, Inc., received a written notice from The
Nasdaq Stock Market stating that the Company is no longer in
compliance with the minimum Market Value of Listed Securities
requirement for continued listing on the Nasdaq Capital Market.
Nasdaq 5550(b)(2) requires listed companies to maintain a minimum
Market Value of Listed Securities of at least $35 million. Further,
as of Nov. 4, 2016, the Company did not meet the alternative
compliance standards under Nasdaq Listing Rule 5550(b) of (i) net
income from continuing operations of $500,000 in its last completed
fiscal year or in two of the last three fiscal years, or (ii)
stockholders' equity of at least $2.5 million.
The notification letter has no immediate effect on the Company's
listing on the Nasdaq Capital Market. Nasdaq provided the Company
a compliance period of 180 calendar days, or until May 3, 2017, to
regain compliance.
The Company intends to promptly evaluate options available to
regain compliance and to timely submit a plan to regain compliance
with Nasdaq's minimum stockholders' equity standard. There can be
no assurance that the Company's plan will be accepted or that, if
it is, the Company will be able to regain compliance with the
applicable Nasdaq listing requirements.
About China Commercial Credit, Inc.
China Commercial Credit, Inc., is engaged in offering financial
services in China. The Company's operations consist of providing
direct loans, loan guarantees and financial leasing services to
small-to-medium sized businesses (SMEs), farmers and individuals
in the city of Wujiang, Jiangsu Province.
As of June 30, 2016, China Commercial had $21.57 million in total
assets, $19.27 million in total liabilities and $2.29 million in
total shareholders' equity.
China Commercial reported a net loss of $55.83 million in 2015
following a net loss of $23.37 million in 2014.
Marcum Bernstein & Pinchuk LLP, in New York, New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has accumulated deficit that raises substantial doubt about
its ability to continue as a going concern.
CHRYSLER GROUP: 6th Cir. Rejects Execs' Appeal Over Benefits
------------------------------------------------------------
Jack Newsham, writing for Bankruptcy Law360, reported that the U.S.
Court of Appeals for the Sixth Circuit shot down a bid by former
Chrysler executives to resuscitate their retirement benefit and age
discrimination suit against Daimler AG. On Nov. 8, the Sixth
Circuit held that the Employee Retirement Income Security Act
preempted their discrimination claim. John Loffredo and more than
500 other retired senior employees at Chrysler had said that a
trust fund that was supposed to benefit them was gutted when the
automaker filed for bankruptcy in the fallout of the global
financial crisis.
Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory
GroupLLC, and Greenhill & Co. LLC, for financial advisory services;
and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of Dec. 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363 of
the Bankruptcy Code that would effect an alliance between Chrysler
and Italian automobile manufacturer Fiat. As part of that deal,
Fiat acquired a 20% equity interest in Chrysler Group.
Under the terms approved by the Bankruptcy Court, the company
formerly known as Chrysler LLC on June 10, 2009, formally sold
substantially all of its assets, without certain debts and
liabilities, to a new company that will operate as Chrysler Group
LLC. The U.S. and Canadian governments provided Chrysler with
$4.5
billion to finance its bankruptcy case. Those loans are to be
repaid with the proceeds of the bankruptcy estate's liquidation.
Old Carco's Second Amendment Joint Plan of Liquidation was
confirmed by the Bankruptcy Court on April 23, 2010.
CLEAR CREEK RETIREMENT: Unsecured Creditors To Be Paid Yearly
-------------------------------------------------------------
Clear Creek Retirement Plan II, LLC, filed with the U.S. Bankruptcy
Court for the Western District of Washington an amended second plan
of reorganization.
Class 3 General Unsecured Claims include, among others, vendors
with trade debt and deficiency lienholders. Subject to the
availability of distributable funds, unsecured claimants will be
paid their pro rata share, based on their allowed unsecured claim,
by the bankruptcy estate, after administrative expense and secured
claims have been paid. To the extent a creditor with a Class 3
Claim can trace recovery proceeds to a valid and perfected security
interest, that claim will have priority to the proceeds over Class
3 claimants.
The Debtor will make annual distributions to Class 3 claimants
starting on March 1 following the Effective Date until the case is
closed. Distributions will be funded from the net income accrued
on estate property through the date of the distribution plus all of
the net proceeds from the disposition of estate property less
amounts set aside for administrative expense claims and secured
claims, if any. The maximum aggregate distribution would be
payment in full on allowed claims.
The Amended Second Plan is available at:
http://bankrupt.com/misc/wawb16-40547-166.pdf
As reported by the Troubled Company Reporter on Sept. 14, 2016, the
Debtor filed with the Court a second disclosure statement
describing the Debtor's Chapter 11 plan. Under that Plan, holders
of Class 3 General Unsecured Claims would be paid by a liquidating
trust on an annual basis based on their pro rata share of the trust
property after secured claims have been paid.
About Clear Creek
Rusty Fields formed Washington limited liability company Clear
Creek Retirement Plan II LLC on Nov. 8, 2011. The sole purpose was
to acquire real property in Williston, North Dakota, and to hold it
for resale or to develop it for residential housing. This
development is known commonly as the "Ironwood" subdivision and
includes thirty-two single-acre residential building lots.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the Western District of
Washington (Tacoma) (Bankr. W.D. Wash., Case No. 16-40547) on Feb.
12, 2016. The petition was signed by Rusty D. Fields, manager.
The Debtor is represented by John R. Rizzardi, Esq., at Cairncross
& Hempelmann, P.S. The case is assigned to Judge Brian D. Lynch.
The Debtor disclosed total assets of $9.88 million and total debts
of $8.56 million.
CLINICA SANTA ROSA: Case Summary & 20 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Clinica Santa Rosa, Inc.
PO Box 10008
Guayama, PR 00785
Case No.: 16-09033
Nature of Business: Health Care
Chapter 11 Petition Date: November 14, 2016
Court: United States Bankruptcy Court
District of Puerto Rico (Ponce)
Debtor's Counsel: Antonio I Hernandez Santiago, Esq.
HERNANDEZ LAW OFFICE
PO Box 8509
San Juan, PR 00910
Tel: 787 250-0575
E-mail: ahernandezlaw@yahoo.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Fernando Alarcon Ocasio, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/prb16-09033.pdf
COMSTOCK RESOURCES: Incurs $28.5 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
Comstock Resources, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $28.47 million on $50.33 million of revenues for the three
months ended Sept. 30, 2016, compared to a net loss of $545.0
million on $61.36 million of revenues for the three months ended
Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $80.20 million on $127.2 million of revenues compared
to a net loss of $758.6 million on $205.2 million of revenues for
the same period a year ago.
As of Sept. 30, 2016, Comstock had $885.5 million in total assets,
$1.10 billion in total liabilities and a total stockholders'
deficit of $220.0 million.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/fBLXNp
About Comstock Resources
Comstock Resources, Inc. is an independent energy company based in
Frisco, Texas and is engaged in oil and gas acquisitions,
exploration and development primarily in Texas and Louisiana. The
Company's stock is traded on the New York Stock Exchange under the
symbol CRK.
The Company reported a net loss of $1.04 billion for the year ended
Dec. 31, 2015, compared to a net loss of $57.11 million for the
year ended Dec. 31, 2014.
* * *
As reported by the TCR on Sept. 23, 2016, S&P Global Ratings raised
its corporate credit rating on Comstock Resources Inc. to 'CCC+'
from 'SD' (selective default). The outlook is negative.
"The rating actions on Comstock are in conjunction with the
Sept. 6, 2016, close of their comprehensive debt exchange and our
assessment of the company's revised capital structure and credit
profile," said S&P Global Ratings credit analyst Aaron McLean.
Comstock Resources carries a Caa2 corporate family rating
from Moody's Investors Service.
CONTROL VALVE: Hires Bergeron as Accountant
-------------------------------------------
Control Valve Specialists, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to employ M.
Bergeron & Company, CPAS, LLC as accountant.
The Debtor requires Bergeron to:
(a) prepare financial statements;
(b) reconcile and adjust general ledger accounts;
(c) reconcile bank statements;
(d) prepare all necessary federal and Louisiana income tax
returns;
(e) prepare information returns (W-2s and 1099s); and
(f) tax planning and consultation.
Bergeron will be paid at these hourly rates:
Partner $230
Senior $140
Staff $85
Bergeron will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The Debtor obtained an extension to file its 2015 tax returns
through October 15, 2016. Bergeron is the Debtor's accountant that
prepares its tax returns. Bergeron will not, however, complete the
Debtor's 2015 tax returns until it is paid its prepetition claim in
the amount of $4,919.83.
Michael C. Bergeron, partner of Bergeron, 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.
Bergeron can be reached at:
Michael C. Bergeron
M. BERGERON & COMPANY, CPAS
1053 West Tunnel Blvd.
Houma, LA 70361
Tel: (985) 655-1040
E-mail: michael@mbergeron.net
Control Valve Specialists
Based in Houma, Louisiana, Control Valve Specialists, Inc., is an
aftermarket parts manufacturer and supplier specializing in control
valve parts for industrial plants, refineries, and other oil and
gas companies. Robert Moate is the 100% equity owner.
Control Valve filed a Chapter 11 petition (Bankr. E.D. La. Case No.
16-12521) on Oct. 12, 2016, disclosing under $1 million in both
assets and liabilities. Kristal M. Richard, the vice president,
signed the petition.
The Debtor's petition estimated $500,000 to $1 million in assets
and debt. But the balance sheet attached to the petition disclosed
$2,007,558 in assets and $3,903,113 in liabilities as of Oct. 12,
2016.
No official committee of unsecured creditors has been appointed in
the case.
CYTORI THERAPEUTICS: Incurs $5.4 Million Net Loss in Third Quarter
------------------------------------------------------------------
Cytori Therapeutics, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.38 million on $731,000 of product revenues for the three
months ended Sept. 30, 2016, compared to net income of $1.52
million on $766,000 of product revenues for the three months ended
Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $17.12 million on $3.19 million of product revenues
compared to a net loss of $15.98 million on $3.28 million of
product revenues for the nine months ended Sept. 30, 2015.
As of Sept. 30, 2016, Cytori had $36.84 million in total assets,
$23.17 million in total liabilities and $13.67 million in total
stockholders' equity.
The Company has an accumulated deficit of $374.1 million as of
Sept. 30, 2016. Additionally, the Company has used net cash of
$15.4 million and $15.9 million to fund our operating activities
for the nine months ended Sept. 30, 2016, and 2015, respectively.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
"In Q3, we continued our focus on operational efficiency and
maintaining momentum in our clinical development programs, we
reduced our quarterly net losses by 7% and our operating cash burn
by 25% from Q3'15 to Q3'16, respectively," said Tiago Girao, VP of
Finance and CFO of Cytori Therapeutics. "Our forecasts indicate
that cash on hand coupled with efficient management of expenses,
projected revenue growth, and modest influx of capital from a
combination of business development activities and potential use of
our ATM facility, will fund operations through mid 2017 and to
important future milestones."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/caZeVW
About Cytori
Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX)
-- http://www.cytori.com/-- is an emerging leader in providing
patients and physicians around the world with medical
technologies, which harness the potential of adult regenerative
cells from adipose tissue. The Company's StemSource(R) product
line is sold globally for cell banking and research applications.
Cytori reported a net loss allocable to common stockholders of
$19.4 million on $4.83 million of product revenues for the year
ended Dec. 31, 2015, compared to a net loss allocable to common
stockholders of $38.5 million on $4.95 million of product revenues
for the year ended Dec. 31, 2015.
KPMG LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company's recurring losses
from operations and liquidity position raises substantial doubt
about its ability to continue as a going concern.
DARA PARVIN: Unsecureds to Be Paid $450,000 Over 5 Years
--------------------------------------------------------
Dara Parvin filed an amended disclosure statement dated October 27,
2016, a full-text copy of which is available at:
http://bankrupt.com/misc/wawb15-12634-111.pdf
which proposes a term set at five years.
This extends the Plan Payment requirements beyond the end of the
Debtor's current employment contract that ends on January 1, 2019.
Under the Plan of Reorganization there would be the following
payments to the unsecured creditors: (1) within 30 days of
confirmation of the Plan of Reorganization, the Debtor would pay a
lump sum of $150,000 pro-rata to unsecured creditors with approved
claims; and (2) during the five year term of the Plan, the Debtor
would pay the unsecured creditors the sum of approximately $300,000
from his future earnings for a total payment to the unsecured
creditors of $450,000.
About Dara Parvin
Dara Parvin, a medical practitioner, filed a petition for relief
under Chapter 7 of the Bankruptcy Code on April 29, 2015. The case
was converted to a Chapter 11 case (Bankr. W. D. Wash. Case No.
15-12634) on September 14, 2015.
DARIA KARLL: Hearing on Plan Outline Set For Dec. 1
---------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida has scheduled for Dec. 1, 2016, at
10:00 a.m. the hearing to consider the approval of Daria Karll's
disclosure statement referring to the Debtor's plan of
reorganization.
Objections to the Disclosure Statement must be filed by Nov. 23,
2016.
As reported by the Troubled Company Reporter on Nov. 2, 2016, the
Debtor filed with the Court a first disclosure statement referring
to the Debtor's first plan of reorganization. Under the Plan, the
Debtor is proposing to pay general unsecured creditors
approximately 5% on the Effective Date.
Daria Karll is an event coordinator and is employed by Bam Bam
Entertainment. Her husband is self employed.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Fla. Case No. 15-29563) to resolve all liabilities related to her
condominium which is her homestead. She had an ongoing dispute
with her condominium association, and her first mortgagee. She has
also resolved her unpaid income tax liability.
Susan D. Lasky, Esq., at Susan D. Lasky, PA, serves as the Debtor's
bankruptcy counsel.
DATA SYSTEMS: Ch. 11 Trustee Hires McGaughey as Special Counsel
---------------------------------------------------------------
Amy Mitchell, Chapter 11 trustee of Data Systems, Inc., asks for
permission from the U.S. Bankruptcy Court for the District of
Oregon to employ securities lawyer Robert J. McGaughey and his firm
McGaughey Erickson as special counsel.
The Trustee seeks to employ McGaughey as special counsel to advise
the Trustee and her General Counsel regarding certain securities
law issues that have arisen during the course of this chapter 11
case, and in particular to take the following actions:
-- prepare an opinion letter regarding state and federal
securities laws relating to her First Amended Plan of
reorganization Dated September 30, 2016 (Docket No. 155)
and particularly the proposed (a) issuance of Newly-Issued
Shares and (b) sale of Opt-In Shares, and answer any
questions regarding the opinion letter and allegations
raised by William Holdner, one of the Debtor's major
shareholders;
-- review and advise on the proper implementation of the share
transfers contemplated under the Plan, including the
Trustee's proposed notices to shareholders regarding the
opportunity to sell shares; and
-- appear at the Confirmation Hearing on November 22, 2016 to
address any securities-related questions of the Trustee or
the Court, including any issues raised by Mr. Holdner.
(together, the "Securities Representation").
McGaughey will be paid at these hourly rates:
Robert J. McGaughey $400
Aurelia Erickson $200
Kevin Kress $225
Linda Drew $70
McGaughey will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Based on discussions with McGaughey, the Trustee estimates
McGaughey's fees will be approximately $5,000-$10,000.
Robert J. McGaughey, partner of McGaughey, 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.
McGaughey can be reached at:
Robert J. McGaughey, Esq.
MCGAUGHEY ERICKSON
1500 SW 1st Ave #800
Portland, OR 97201
Tel: (503) 223-7555
Fax: (503) 525-4833
E-mail: bob@law7555.com
About Data Systems
Portland, Oregon-based Data Systems, Inc., filed for Chapter 11
bankruptcy protection (Bankr. D. Ore. Case No. 16-30477) on Feb.
11, 2016, estimating its assets at between $1 million and $10
million and its liabilities at between $100,000 and $500,000. The
petition was signed by William F. Holdner, president.
Judge Randall L. Dunn presides over the case.
Ted A Troutman, Esq., at Troutman Law Firm P.C. serves as the
Debtor's bankruptcy counsel.
Amy Mitchell was appointed Chapter 11 trustee of Data Systems,
Inc. The Chapter 11 Trustee retains Henderson Bennington
Moshofsky,P.C., as accountant.
DE-TECH COLLISION: Case Summary & 9 Unsecured Creditors
-------------------------------------------------------
Debtor: De-Tech Collision, Inc.
10000 Greenfield Rd
Detroit, MI 48227
Case No.: 16-55398
Chapter 11 Petition Date: November 14, 2016
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Hon. Thomas J. Tucker
Debtor's Counsel: Kimberly Ross Clayson, Esq.
SCHNEIDER MILLER, P.C.
645 Griswold, Suite 3900
Detroit, MI 48226
Tel: (313) 237-0850
E-mail: kclayson@schneidermiller.com
dmiller@schneidermiller.com
Total Assets: $1.07 million
Total Liabilities: $230,650
The petition was signed by Suzanne Chaaban, corporate officer.
A copy of the Debtor's list of nine unsecured creditors is
available for free at http://bankrupt.com/misc/mieb16-55398.pdf
DEJEAN AUTOMOTIVE: Wants Disclosure Statement Requirement Waived
----------------------------------------------------------------
Dejean Automotive, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of Texas a motion to waive requirement of
disclosure statement referring to the Debtor's plan of
reorganization.
The Debtor tells the Court that the proposed plan includes and
provides adequate information to the creditors sufficient to make a
decision as to whether to vote in favor of the plan.
The Debtor, as Debtors-in-Possession, and the plan proponent
request the Court to waive the requirement of filing a separate
Disclosure Statement in order to expedite and simplify the
confirmation process. The Debtor wants to file a plan that
combines the Disclosure Statement information.
About DeJean Automotive, Inc.
DeJean Automotive, Inc., based in Port Arthur, Texas, filed a
Chapter 11 petition (Bankr. E.D. Tex. Case No.16-10372) on Aug. 1,
2016. Frank J. Maida, Esq., at Maida Law Firm, P.C., as bankruptcy
counsel.
In its petition, the Debtor indicated $1.05 million in total assets
and $798,239 in total liabilities. The petition was signed by
Christopher DeJean, president.
No official committee of unsecured creditors has been appointed in
the case.
DEL RESTAURANT: Seeks Feb. 21 Plan Filing Period Extension
----------------------------------------------------------
Del Restaurant Corp. d/b/a Lenny's Pizza asks the U.S. Bankruptcy
Court for the Eastern District of New York to extend its exclusive
period to file a plan of reorganization through February 21, 2017.
The Debtor relates that its ability to fund a Chapter 11 Plan is
dependent upon the success of its ongoing business operations. The
Debtor further relates that it currently has no other funding
sources for a plan, other than its restaurant and pizzeria
business.
The Debtor tells the Court that the bar date for the filing of
claims, which was set on October 10, 2016, had passed. The Debtor
further tells the Court that it is currently reviewing the filed
claims, and in particular, the claim of the New York State
Department of Taxation and Finance, also known as the NYS.
The Debtor contends that NYS is the largest creditor in its case,
with a claim of $311,000. The Debtor further contends that it is
currently reviewing its books and records regarding the claim and
that it had preliminary discussions with NYS' counsel in regard to
the claim.
The Debtor's Motion is scheduled for hearing on December 7, 2016 at
10:00 a.m. The deadline for the filing of objections to the
Debtor's Motion is set on November 30, 2016.
About Del Restaurant Corp.
Del Restaurant Corp., doing business as Lenny's Pizza, filed a
chapter 11 petition (Bankr. E.D.N.Y. Case No. 16-72807) on June 24,
2016. The petition was signed by Leonard Lubrano, president.
Robert J. Spence, Esq., at Spence Law Office, P.C., serves as the
Debtor's bankruptcy counsel. The Debtor estimated assets at $0 to
$50,000 and liabilities at $100,001 to $500,000 at the time of the
filing.
ECOSPHERE TECHNOLOGIES: Borrows $500,000 from Brisben Water
-----------------------------------------------------------
Ecosphere Technologies, Inc. and Brisben Water Solutions, LLC
closed on a loan arrangement, effective as of Oct. 5, 2016,
pursuant to which Brisben Water loaned the Company $500,000 in
exchange for a 10% secured promissory note. The loan matures Dec.
15, 2017.
The obligations under the note are secured by a security agreement
between the parties. In addition to the collateral granted under
prior previously disclosed security agreements between the parties,
the Company extended the Lender's security interest in the
Company's patents to all global fields of use, and granted the
Lender a security interest in 57,232,278 shares of Sea of Green
Systems, Inc., a Florida corporation and subsidiary of the Company,
which are presently held by the Company.
About Ecosphere Technologies
Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets. Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.
Ecosphere reported a net loss of $23.06 million on $721,179 of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $11.49 million on $1.11 million of total revenues for the
year ended Dec. 31, 2014.
As of June 30, 2016, Ecosphere had $3.03 million in total assets,
$14.2 million in total liabilities, $3.92 million in total
redeemable convertible cumulative preferred stock and a total
deficit of $15.08 million.
Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2015, citing that the Company reported
a net loss of $23.07 million and $11.5 million in 2015 and 2014,
respectively, and cash used in operating activities of $1.76
million and $4.55 million in 2015 and 2014, respectively. At
Dec. 31, 2015, the Company had a working capital deficiency,
stockholders' deficit and accumulated deficit of $9.32 million,
$12.2 million and $132 million, respectively. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
ELITE PHARMACEUTICALS: Posts $27.1 Million Net Income for Q2
------------------------------------------------------------
Elite Pharmaceuticals, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
attributable to common shareholders of $27.09 million on $2.68
million of total revenue for the three months ended Sept. 30, 2016,
compared to a net loss attributable to common shareholders of $6.75
million on $2.94 million of total revenue for the same period a
year ago.
For the six months ended Sept. 30, 2016, Elite reported net income
attributable to common shareholders of $26.04 million on $5.95
million of total revenue compared to net income attributable to
common shareholders of $4.40 million on $5.11 million of total
revenue for the six months ended Sept. 30, 2015.
As of Sept. 30, 2016, Elite had $34.86 million in total assets,
$12.39 million in total liabilities and $22.47 million in total
shareholders' equity.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/MzAETk
About Elite Pharmaceuticals
Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals. The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.
Elite reported net income attributable to common shareholders of
$28.9 million on $5 million of total revenues for the year ended
March 31, 2015, compared to a net loss attributable to common
shareholders of $96.5 million on $4.6 million of total revenues for
the year ended March 31, 2014.
EMERALD OIL: Ex-COO Agrees to Return $50,000 of 2015 Bonus
----------------------------------------------------------
Emerald Oil, Inc., will appear before the Bankruptcy Court at a
hearing on Nov. 22, 2016, to seek approval of a settlement with
Michael T. Dickinson, the Debtor's former Chief Operating Officer.
On Feb. 2, 2016, Dickinson signed a 2015 Bonus, Retention and
Release Agreement, which set out the conditional amount of
Dickinson's 2015 bonus. In February 2016, the Defendant received
his initial $336,355.11 installment of the 2015 Bonus, subject to
the terms of the Bonus and Retention Agreement. On March 28, 2016,
Dickinson resigned from Emerald.
Emerald filed a complaint against Dickinson in Bankruptcy Court on
July 18, 2016, claiming relief for allegations of breach of the
Bonus and Retention Agreement, and various related claims made
under the Bankruptcy Code. Emerald and Dickinson engaged in a
series of negotiations in an attempt to consensually resolve all of
their disputes. As a result of such negotiation, the Parties have
-- subject to the approval of the Bankruptcy Court -- agreed to
globally resolve their disputes pursuant to the terms of a
Stipulation.
The Stipulation, among other things, provides that:
a. Dickinson will pay $50,000.00 to Emerald, within 30 days of
the Effective Date.
b. Within five days of receiving the Settlement Payment,
Emerald will dismiss the Complaint against Dickinson, with
prejudice.
c. Emerald and Dickinson mutually release one another from all
possible claims, demands or causes of actions.
d. Each of the Parties shall bear their own costs and
expenses.
e. Dickinson agrees not to make any claim for the 2015 Bonus,
or any other claim against Emerald, with this Court and waives and
forfeits any right to make that claim.
About Emerald Oil
Emerald is a Denver-based independent exploration and production
company that is focused on acquiring acreage and developing wells
in the Williston Basin of North Dakota.
Emerald Oil, Inc., Emerald DB, LLC, Emerald NWB, LLC, Emerald WB
LLC and EOX Marketing, LLC filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10704 to 16-10708) on March
22, 2016. Ryan Smith signed the petitions as chief financial
officer.
The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Pachulski Stang
Ziehl & Jones LLP as local counsel, Intrepid Financial Partners,
LLC as investment banker, Opportune LLP as restructuring advisor
and Donlin Recano & Company, Inc., as claims and noticing agent.
Judge Kevin Gross has been assigned the cases.
Andrew Vara, acting U.S. trustee for Region 3, appointed seven
creditors of Emerald Oil, Inc., to serve on the official committee
of unsecured creditors. The Committee retains Whiteford, Taylor &
Preston LLC as Delaware counsel, and Akin Gump Strauss Hauer &
Feld
LLP as co-counsel.
Cortland Capital Market Services, LLC is represented by Joseph H.
Smolinsky, Esq., and David N. Griffiths, Esq., at Weil Gotshal &
Manges LLP, and Mark D. Collins, Esq., Zachary I. Shapiro, Esq.,
and Andrew M. Dean, Esq., at Richards Layton & Finger PA.
EMERALD OIL: Sale to Cortland OK'd; $2M Earmarked for Unsecureds
----------------------------------------------------------------
Emerald Oil, Inc., won bankruptcy court approval earlier this month
to sell its assets to a consortium led by its lender, Cortland
Capital Market Services, LLC.
The purchasers are: Cortland, CL Energy Opportunity Fund L.P., FT
SOF IV Holdings LLC, FT SOF V AIV Holdings I LLC, FT SOF VII AIV
Holdings I LLC, and each of their respective affiliates.
A copy of the sale order dated Nov. 1 is available at:
http://bankrupt.com/misc/deb16-10704-0874.pdf
Jeff Montgomery, writing for Bankruptcy Law360, reported that the
deal is valued at $110.5 million, consisting of the cancellation of
Emerald Oil's secured debt and infusion of $16 million in funds to
the Debtors to consummate a Chapter 11 liquidation plan and the
closing of the bankruptcy cases.
The sale order signed by U.S. Bankruptcy Judge Kevin Gross provides
that the sale does not constitute a sub rosa chapter 11 plan.
The sale order provides that the lenders' liens and claims in and
to the cash portion of the purchase price and cash and cash
equivalents held by the Debtors as of the closing will be expressly
subordinated to:
(i) properly perfected liens that are senior to the Lenders'
Liens,
(ii) allowed fees of professionals retained by the Debtors'
estates and the Committee paid pursuant to the Sale Order or out of
the Professional Reserve Account or the Intrepid Reserve Account,
(iii) valid and allowed administrative expenses,
(iv) the $2,000,000 set aside for payment to Dakota Midstream at
Closing in connection with the settlement with DMS,
(v) all amounts held in escrow, paid and required to be paid
pursuant to the Court's Interim Order Regarding Dakota Midstream
Parties' Motion to Compel Payment for Post-Petition Services
Pursuant to 11 US.C. Sections 503(1)) and 105(a),
(vi) the escrowed Crude Sale Proceeds totaling $844,712.99
escrowed pursuant to the Order Directing Turnover of Stored Crude
Oil, Subject to the Provision of Adequate Protection for the Dakota
Midstream Parties, and
(vii) the sum of $2,000,000 set aside for the exclusive benefit
of unsecured creditors (which, for the avoidance of doubt, shall
not include any deficiency claims of the Lenders).
The Debtors shall consult with the Lenders on an ongoing basis with
respect to all settlements and dispositions of liens,
administrative expenses, the liquidating plan, and the wind down of
the Debtors' business.
The Law360 report noted that the company's marketing effort that
had reached out to 100 potential buyers had settled back to
Cortland and its credit bid. A stalking horse bidder, New Emerald
LLC, and all other qualified bidders declined an opportunity to
offer a deal better than Cortland's.
"I think we've all known that to say the state of this case was
challenging would be an understatement," said David H. Botter of
Akin Gump Strauss Hauer & Feld LLP, counsel for the official
committee of unsecured creditors, according to the report. "It's
fair to say that creditors, both secured and unsecured, would be
hard-pressed to say there was a success here."
The report noted that Emerald arrived in Chapter 11 in March with
about $350 million in reported debt and a nonbinding agreement for
an all-asset sale to U.K.-based Latium Group by July. Months of
disputes and adjourned hearings followed.
Joseph H. Smolinsky of Weil Gotshal & Manges LLP, agent for
Cortland, Emerald's prepetition lender and debtor-in-possession
lender, said final cash requirements have crept up in recent weeks
from $15 million to $15.5 million and waiver of $600,000 in DIP
interest.
Before the deal's closing, the cash share could rise to $16 million
-- still better than the $28 million projected earlier in the
case, the report said.
"In late September, we were told the estate needed about $28
million to close the sale," Smolinsky said. "Our reaction was
probably not surprising. We said this dog won't hunt."
The report also noted that Emerald will continue to operate the oil
field business for 60 days after closing to minimize production
losses while the Cortland seeks transfers of regulatory agency
permits.
"It's been a very difficult process I know and it's caused Mr.
Smolinsky and his clients a lot of angst," Judge Gross said at the
sale hearing on Oct. 28, noting that he still needs to review final
details when filed, according to the Law360 report. "I'm not fully
there yet. I think there are some issues to resolve."
Intrepid Partners LLC, retained to run the sale process, sought
assurances during the hearing that funds would be available to pay
its expenses and fees. "I will note for your honor that I believe
Intrepid still has an obligation to file a fee application, and I
believe the U.S. trustee still has a reasonableness review under
their existing order," Botter said, according to the report.
On Nov. 1, the judge also entered an order authorizing the Debtors
to enter into an operating agreement with the buyer; an agreed
order regarding the distribution of crude sale proceeds totaling
$844,712; and an agreed order regarding the distribution of
escrowed MVC shortfall payments totalling $2,385,573.
About Emerald Oil
Emerald is a Denver-based independent exploration and production
company that is focused on acquiring acreage and developing wells
in the Williston Basin of North Dakota.
Emerald Oil, Inc., Emerald DB, LLC, Emerald NWB, LLC, Emerald WB
LLC and EOX Marketing, LLC filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10704 to 16-10708) on March
22, 2016. Ryan Smith signed the petitions as chief financial
officer.
The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Pachulski Stang
Ziehl & Jones LLP as local counsel, Intrepid Financial Partners,
LLC as investment banker, Opportune LLP as restructuring advisor
and Donlin Recano & Company, Inc., as claims and noticing agent.
Judge Kevin Gross has been assigned the cases.
Andrew Vara, acting U.S. trustee for Region 3, appointed seven
creditors of Emerald Oil, Inc., to serve on the official committee
of unsecured creditors. The Committee retains Whiteford, Taylor &
Preston LLC as Delaware counsel, and Akin Gump Strauss Hauer &
Feld
LLP as co-counsel.
Cortland Capital Market Services, LLC is represented by Joseph H.
Smolinsky, Esq., and David N. Griffiths, Esq., at Weil Gotshal &
Manges LLP, and Mark D. Collins, Esq., Zachary I. Shapiro, Esq.,
and Andrew M. Dean, Esq., at Richards Layton & Finger PA.
EMPOWER PAYMENTS: S&P Assigns 'B-' CCR & Rates $83MM Loan 'CCC'
---------------------------------------------------------------
S&P Global Ratings said it assigned its 'B-' corporate credit
rating to Wixom, Mich.-based Empower Payments Acquisition Inc. The
outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating and '2'
recovery rating to the company's $20 million senior secured
revolving credit facility due 2021 and $207 million senior secured
first-lien term loan due 2023. The '2' recovery rating indicates
S&P's expectation for significant (70%-90%; in the lower half of
the range) recovery in the event of payment default.
S&P also assigned its 'CCC' issue-level rating and '6' recovery
rating to the company's $83 million second-lien term loan due 2024.
The '6' recovery rating indicates S&P's expectation for negligible
(0%-10%) recovery in the event of a payment default.
"The rating on RevSpring reflects its small scale in a competitive
industry environment, limited differentiation when compared with
peers, and very high pro forma leverage following the leveraged
buyout," said S&P Global Ratings credit analysts Minesh Shilotri.
This is partly offset by a large and sticky customer base, high
revenue retention, and the regulated industry in which the company
operates.
The stable outlook reflects S&P's projection that RevSpring will
continue to grow its print and digital businesses, maintain its
customer relationships, while modestly de-levering and generating
positive free cash flow over the next 12 months.
ENDURANCE ENERGY: Seeks Court's OK on Interim Distribution
----------------------------------------------------------
Endurance Energy Ltd. asks the Court of Queen's Bench of Alberta to
approve an interim distribution to its secured creditors.
A copy of the initial order and other public information concerning
these CCAA proceedings can be found at
http://cfcanada.fticonsulting.com/endurance,or may be obtained by
contacting:
FTI Consulting Canada Inc.
Attention: Brett Wilson
Suite 720-440 2nd Avenue S.W.
Calgary, Alberta T2P 5E9
Tel: 403-454-6033
Fax: 403-232-6116
Email: wilson@fticonsulting.com
Formed in 2008, Endurance Energy Ltd. engages in the exploration
and production of natural gas. The company focuses on acquisition
and development of natural gas assets in the Western Canadian
Sedimentary Basin. In addition, the company focuses on southern
Alberta and Saskatchewan.
EOS PETRO: Delays Filing of Third Quarter Form 10-Q
---------------------------------------------------
Eos Petro, Inc. filed with the Securities and Exchange Commission a
Form 12b-25 notifying the delay in the filing of its quarterly
report on Form 10-Q for the period ended Sept. 30, 2016.
"This Registrant's recent activities have delayed the preparation
and review of its Quarterly Report on Form 10-Q. This delay could
not be avoided without unreasonable effort or expense. The
Registrant anticipates that the Form 10-Q will be filed no later
than the fifth calendar day following the prescribed due date."
About Eos Petro
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.
ESS AUTOMOTIVE: Unsecureds Won't Be Paid Under Ch. 11 Plan
----------------------------------------------------------
ESS Automotive, Inc., filed a joint disclosure statement and plan
of reorganization, which proposes that general unsecured claims are
impaired and will not be paid.
The claim of the Internal Revenue Service will be paid from the
proceeds of the sale of the Debtor's assets. The Debtor
anticipates the IRS Claim will not exceed $34,000. The Debtor's
sale has been approved and there will be a fund of just over
$40,000 for secured, administrative, and priority claims.
A full-text copy of the Joint Plan and Disclosure Statement dated
October 28, 2016, is available at:
http://bankrupt.com/misc/ohnb16-13944-44.pdf
About ESS Automotive
Founded in 2003, ESS Automotive, Inc., is an automotive service and
repair business and a retail seller of tires in Mentor, Ohio.
ESS Automotive filed a chapter 11 petition (Bankr. N.D. Ohio Case
No. 13-14658) on June 29, 2013. The Debtor is represented by Glenn
E. Forbes, Esq., at Forbes Law LLC. The case is assigned to Judge
Harris.
An official committee of unsecured creditors has not been appointed
in the case.
EVANGELICAL HOMES: Fitch Affirms 'BB+' Rating on Bonds
------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following bonds
issued on behalf of Evangelical Homes of Michigan (EHM):
-- $23,910,000 Michigan Strategic Fund series 2013;
-- $10,470,000 Economic Development Corporation of the City of
Saline (MI) series 2013.
The Rating Outlook is Stable.
SECURITY
The bonds are secured by a pledge of unrestricted receivables of
the Obligated Group, a mortgage on the revenue-generating property
and structures on the three campuses, and two separate debt service
reserve funds.
KEY RATING DRIVERS
MODEST LIQUIDITY: Liquidity metrics remain mixed relative to 'BB+'
peers but are adequate for the rating category with a solid 5.2x
cushion ratio and a light 35.8% cash to debt.
CONSISTENT OPERATING PROFITABILITY: Operating profitability has
been consistent since fiscal 2012 with operating ratio averaging
97.8% and net operating margin averaging 5.5%, respectively, and
equal to 98.2% and 5% in fiscal 2016, comparing adequately with
Fitch's below investment grade median of 5.7%.
STRONG OCCUPANCY: Strong and consistent occupancy is a key credit
strength. Independent living unit (ILU), assisted living unit
(ALU), and skilled nursing facilities (SNF) occupancy has averaged
93%, 97%, and 93%, respectively, since fiscal 2012.
LIGHT DEBT BURDEN: EHM's debt burden remains light with maximum
annual debt service (MADS) equal to 4.6% of fiscal 2016 revenue.
The light debt burden allowed for solid revenue-only MADS coverage
of 1.3x in fiscal 2016.
INCREASED CAPITAL SPENDING: Capital spending is expected to
increase over the next four years. Projects include renovation of
EHM's Sterling Heights rehabilitation facilities and construction
of a new retirement community in Farmington Hills, MI. The
Farmington Hills project will likely involve the issuance of new
debt in 2018.
HIGH EXPOSURE TO SKILLED NURSING: With over 70% of revenue
generated from SNF services, Fitch believes EHM is more vulnerable
to occupancy fluctuations and reimbursement changes than
communities with higher proportions of ALUs and ILUs.
RATING SENSITIVITIES
SUSTAINED OPERATING PERFORMANCE: Fitch expects that occupancy
levels and operating performance will be sustained, providing
consistent cash flow and coverage metrics without materially
impacting unrestricted liquidity.
EXPECTED DEBT ISSUANCE: Fitch will assess the impact of the
expected debt issuance in 2018 on EHM's overall credit profile as
details become more certain.
CREDIT PROFILE
Headquartered in Farmington, MI, EHM operates two skilled nursing
facilities, a rehabilitation center (the Redies Center) and a
retirement community (Brecon Village). Additional operations
include home care and home support, senior housing, hospice care
and memory support services in southeastern Michigan. Primary
operations are located in Saline, Sterling Heights, Ann Arbor and
Farmington, MI. Effective August 29, 2016, EHM changed its name to
EHM Senior Solutions to reflect its broadened scope of operations
from primarily operating nursing homes in 2008 to its current
operating platform. The obligated group accounted for 98.8% of
consolidated revenue and 99.4% of consolidated total assets in
fiscal 2016 (April 30 year-end). The figures cited are for the
consolidated entity (except for the interim period, which is
obligated group only). Total operating revenues equaled $54 million
in fiscal 2016.
CONSISTENT OPERATING PROFITABILITY
Operating profitability has been generally consistent since fiscal
2012 with operating ratio and net operating margin averaging 97.8%
and 5.5%, respectively, and equal to 98.2% and 5% in fiscal 2016.
Profitability remained consistent in the three month interim period
ending July 31, 2016 (the interim period) with a 96.6% operating
ratio and 6.9% net operating margin. Fitch expects operating
profitability to remain at levels consistent with historical
performance.
STRONG OCCUPANCY
EHM's consistent operating profitability reflects its consistently
strong occupancy levels. ILU, ALU (including memory care) and SNF
occupancy averaged 93%, 97% and 93% since fiscal 2012, respectively
and equaled 95%, 97% and 89% at July 31, 2016. Occupancy rates
reflects EHM's solid reputation and the benefits derived from being
the only rental community in its service area, which is beneficial
given the service area's demographics.
LIGHT DEBT BURDEN
EHM's debt burden remains light with MADS equal to 4.6% of fiscal
2016 operating revenues. The light debt burden allowed for solid
revenue-only MADS coverage of 1.3x in fiscal 2016 and 1.8x in the
interim period, exceeding Fitch's below investment grade category
median of 0.7x. EHM expects to incur additional debt to fund
certain capital projects as described below. Fitch will assess the
rating impact of the project on EHM's credit profile as plans
become more certain.
MODEST LIQUIDITY
Unrestricted cash and investments decreased 7% year-over-year to
$13.1 million at July 31, 2016. The decrease was primarily due to
the acquisitions of a 31-acre property in Farmington Hills, MI, and
the former hospital in which the Redies Center is located. Despite
the decrease, liquidity metrics remain adequate for the rating
category relative to debt with 35.8% cash to debt and 5.2x cushion
ratio, exceeding Fitch's below investment grade medians of 34.9%
and 4.4x, respectively. However, days cash on hand remains weak
with 94 days compared to Fitch's below investment grade median of
256 days. In addition, liquidity would be lower if not for a $2.8
million draw on a line of credit at July 31, 2016, which funded a
portion of the acquisition costs. Fitch will monitor the impact of
increased capital spending plan on liquidity metrics.
INCREASED CAPITAL SPENDING
Capital spending is expected to increase over the next four years
as EHM pursues certain strategic initiatives including the
development of a new retirement community in Farmington Hills, MI.
Capital spending averaged $2.1 million (94.6% of depreciation)
between fiscal 2012 and fiscal 2016, but increased to $4.3 million
(699% of depreciation) in the interim period. Total capital
spending in fiscal 2017 is expected to exceed $5 million.
The increased capital spending in fiscal 2017 reflects the
renovation of EHM's Sterling Heights rehabilitation facility and
acquisitions of the former hospital in which EHM's Redies Center is
located and the 31 acre property in Farmington Hills, MI. The
acquisition of the former hospital cost $1.2 million and will
eliminating approximately $600,000 in annual lease expense while
generating approximately $120,000 in annual lease revenue from
existing tenants. The Sterling Heights rehabilitation project will
increase the facility's number of private rooms and is expected to
cost $1.8 million, which is expected to be funded by an equity
contribution and philanthropy contributions.
Additionally, EHM plans to build a new retirement community on the
Farmington Hills property. The project is expected to begin in 2018
and cost $40 to $50 million, of which $25 to $30 million will be
funded by an expected debt issuance in 2018.
Fitch views the capital projects favorably as they should
strengthen EHM's competitive position and diversify operations
while increasing revenue and profitability. However, the projects,
particularly the new retirement community, expose EHM to execution
risk. Fitch will assess the impact of the increased capital
spending on liquidity metrics and the expected new debt issuance on
EHM's overall credit profile as details become more certain.
HIGH EXPOSURE TO SKILLED NURSING
Skilled nursing services account for approximately 75% of
consolidated revenues. Fitch believes EHM's relatively high
exposure to skilled nursing makes it inherently more vulnerable to
Medicare and Medicaid reimbursement changes, and to relatively
higher rates of attrition relative to communities with higher
proportions of assisted and independent living units.
DEBT PROFILE
EHM had $36.7 million of total debt outstanding at July 31, 2016,
including the series 2013 bonds and a term loan. The debt is 100%
fixed rate and EHM is not counterparty to any swaps. MADS is level
and equal to approximately $2.5 million. Additionally, EHM
maintains a $2.8 million line of credit of which $2.8 million was
drawn at July 31, 2016.
DISCLOSURE
EHM covenants to provide quarterly disclosure within 45 days of
each fiscal quarter end and annual disclosure within 120 days of
fiscal year-end. Disclosure is provided through the Municipal
Securities Rulemaking Board's EMMA website.
FILIP TECHNOLOGIES: Sells Assets to Smartcom for $1.02M
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Filip Technologies Inc. to sell its assets to Smartcom Mobility
Solutions Inc., the U.S. affiliate of French mobile communications
venture Smartcom S.A.
Jeff Montgomery, writing for Bankruptcy Law360, reported that
Smartcom Mobility Solutions Inc. offered $1.025 million for Filip's
business.
Aricent Holdings Luxembourg S.a.r.l., was previously named the
stalking horse bidder. During the auction, Aricent was declared as
backup bidder with an offer of $1,010,000.
A copy of the Sale order dated Nov. 9 is available at:
http://bankrupt.com/misc/deb16-12192-0134.pdf
As reported by the Troubled Company Reporter, Bankruptcy Judge
Kevin Gross on Oct. 24, 2016, entered an order approving guidelines
that will govern the planned auction and sale of the Debtor's
assets. Judge Gross approved the Debtors' selection of Aricent as
stalking horse bidder. He said a $50,000 expense reimbursement
will be provided to Aricent. However, if the purchase price is
less than $475,000, Aricent will be entitled to an expense
reimbursement equal to 10.52631% of the purchase price. If the
stalking horse sale agreement is terminated, the Debtor is
obligated to pay the expense reimbursement.
Sarah Chaney, writing for The Wall Street Journal, reported that
Aricent, a digital design and engineering firm, served as stalking
horse bidder, offering $475,000 in cash plus liabilities for
Filip's intellectual property, databases and proprietary software.
Smartcom is represented by:
David A. Rosenzweig, Esq.
Norton Rose Fulbright US LLP
1301 Avenue of the Americas
New York, NY 10019
Tel: 212-318-3000
Fax: 212-318-3400
E-mail: david.rosenzweig@nortonrosefulbright.com
About Filip Technologies
Filip Technologies, Inc., a start-up company which was formed in
2013, currently employs eight individuals and operates in the
United States and Spain.
Each of the Debtors filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Case 16-12192) on Oct. 5,
2016.
The cases have been assigned to Judge Kevin Gross.
The Debtors owe $480,000 to AT&T and $2.6 million to trade
vendors, as disclosed in court papers.
The Debtors have engaged Moore & Van Allen, PLLC, as general
counsel; Bielli & Klauder, LLC, as local counsel; Ankura Consulting
Group, LLC, as restructuring advisor; and Braekhaus Dege
Advokatfirma DA, as special Norway counsel.
Counsel to AT&T Capital Services, Inc., the Debtor's DIP lender,
and AT&T Services, Inc., are Michael G. Burke, Esq., and Brian J.
Lohan, Esq., at SIDLEY AUSTIN LLP; and Derek C. Abbott, Esq., and
Daniel B. Butz, Esq., at MORRIS, NICHOLS, ARSHT & TUNNELL LLP.
Both AT&T entities are co-proponents of the Debtors' bankruptcy
plan.
FILIP TECHNOLOGIES: UST Questions Third Party Releases
------------------------------------------------------
Andrew R. Vara, the Acting United States Trustee for Region 3,
tells the Bankruptcy Court that Filip Technologies, Inc. and its
debtor-affiliates' Chapter 11 Plan is not confirmable because it
contains non-consensual third party releases that are contrary to
applicable law. The U.S. Trustee argues that while typically such
releases give rise to confirmation objections, these issues should
be addressed at the disclosure statement approval stage, so that
the solicitation packages provide accurate notice of the releases
and the methods for opting in or opting out of such releases. In
addition, the Local Rule prohibits interim approval of a combined
plan and disclosure statement that includes such non-consensual
releases.
Among other things, the U.S. Trustee contends that the Plan
releases are not fair to the releasing party, because those parties
do not appear to be receiving any consideration in exchange for the
release, let alone "reasonable consideration." The U.S. Trustee
cites rulings in In re Genesis Health Ventures, Inc., 266 B.R. 591
(Bankr. D. Del. 2001), and In re Spansion, Inc., 426 B.R. 114
(Bankr. D. Del. 2010). The U.S. Trustee notes that:
-- as to the unimpaired parties, to the extent they are being
deemed to release claims or interests other than their unimpaired
claims, they are either getting no consideration (e.g., for claims
against third-parties as to which the Debtors have no liability, or
claims or interests which are receiving nothing under the Plan).
-- As to unsecured creditors who have the right to vote but do
not return a ballot, whether because the solicitation package never
reached them, or for any other reason, they will be getting less
than a 1/2% payout.
The U.S. Trustee asserts that a less than 1/2% return to unsecured
creditors is not sufficient to constitute "reasonable
consideration."
The U.S. Trustee reminds the Court that in Genesis, the plan
provided for nonconsensual third party releases to be given by
unsecured creditors who were to receive a distribution of 7.34% on
their claims. The Court found that the senior lenders had made a
financial contribution to the plan, which allowed the debtors to
make such distribution to the unsecured creditors, who otherwise
would be "out of the money." Ultimately, though, the Genesis Court
determined that the contribution was not enough, because "even if
the threshold Continental criteria of fairness and necessity for
approval of non-consensual third-party releases were marginally
satisfied by these facts . . . . [the] financial restructuring plan
under consideration here would not present the extraordinary
circumstances required to meet even the most flexible test for
third party releases."
The U.S. Trustee also says the disclosure statement fails to
provide adequate information to permit a creditor to determine
whether to vote for or against the plan. The sale of the Debtors'
assets has now closed. The disclosure statement should be amended
to reflect this fact, and provide specific details regarding how
the sale proceeds will flow through the waterfall. This information
is vital to permit creditors to determine how much they are likely
to receive under the plan.
The U.S. Trustee notes that the Debtors' relationship to AT&T and
the various agreements should be fully disclosed. This should
include, among other things, the treatment of AT&T's cure claims
and the subordination of its pre-petition secured claim, among
others.
About Filip Technologies
Filip Technologies, Inc., a start-up company which was formed in
2013, currently employs eight individuals and operates in the
United States and Spain.
Each of the Debtors filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Case 16-12192) on Oct. 5,
2016.
The cases have been assigned to Judge Kevin Gross.
The Debtors owe $480,000 to AT&T and $2.6 million to trade
vendors, as disclosed in court papers.
The Debtors have engaged Moore & Van Allen, PLLC, as general
counsel; Bielli & Klauder, LLC, as local counsel; Ankura Consulting
Group, LLC, as restructuring advisor; and Braekhaus Dege
Advokatfirma DA, as special Norway counsel.
Counsel to AT&T Capital Services, Inc., the Debtor's DIP lender,
and AT&T Services, Inc., are Michael G. Burke, Esq., and Brian J.
Lohan, Esq., at SIDLEY AUSTIN LLP; and Derek C. Abbott, Esq., and
Daniel B. Butz, Esq., at MORRIS, NICHOLS, ARSHT & TUNNELL LLP.
Both AT&T entities are co-proponents of the Debtors' bankruptcy
plan.
FIRED UP: TAGeX to Auction Excess Personal Property
---------------------------------------------------
Fired Up, Inc., asks the U.S. Bankruptcy Court for the Western
District of Texas to authorize the sale of furniture, fixtures and
equipment ("FF&E") located at its locations in Rockwall, Amarillo,
San Angelo, Grand Prairie, Texas and Loveland, Colorado at an
auction to be conducted by TAGeX.
As part of its reorganization effort, the Debtor has identified
locations which should be closed and their assets liquidated. The
Court has previously approved motions seeking to liquidate personal
property located at its locations in Katy, Pharr and San
Antonio-Military.
The Debtor selected TAGeX to liquidate its Pharr and San
Antonio-Military locations. The Debtor has now entered into
agreements with TAGeX to liquidate excess personal property located
in Rockwall, Amarillo, San Angelo, Grand Prairie, Texas and
Loveland, Colorado.
The agreements provide for TAGeX to conduct an auction with
compensation based on a $1,500 administrative fee per location and
a 20% commission per location. In its business judgment, the
Debtor seeks approval of the 3 agreements as well as general
authority to engage TAGeX to liquidate other closed locations as
well.
A copy of the agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/Fired_Up_233_Sales.pdf
The FF&E that was used and useable at the closed locations remains
on site because the cost of moving and then trying to dispose of
same could reduce the ultimate sales proceeds.
The personal property at the closed locations is subject to a lien
in favor of local taxing authorities. 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 Debtor has investigated the ways in which to dispose of the
personalty from closed locations that is no longer necessary to the
operation of its business and how it can maximize the proceeds or
"net effect" of a disposition. It has concluded that an auction
conducted by TAGeX, a company with experience in the restaurant
industry has the greatest chance for doing so with the exception of
the point-of-sale equipment at these locations.
The Debtor anticipates that the net proceeds of the sale of the
FF&E for each closed locations will exceed the amount of the ad
valorem tax liens.
The Debtor proposes to sell such property free and clear of liens
and encumbrances with all liens to attach to the proceeds in the
same priority, validity and amount as existed prior to the sale.
The Debtor asks the Court to authorize the payment to the
auctioneer pursuant to the compensation scheme set forth.
The Debtor asks the Court to waive the 14-day stay of Rule 6004(h)
to permit the sales to take place before the end of October to
avoid the accrual of any additional administrative expense claims.
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, Texas. 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.
FIRST DATA: Posts $132 Million Net Income for Third Quarter
-----------------------------------------------------------
First Data Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
attributable to the Company of $132 million on $2.93 billion of
total revenues for the three months ended Sept. 30, 2016, compared
to a net loss attributable to the Company of $126 million on $2.92
billion of total revenues for the three months ended Sept. 30,
2015.
For the nine months ended Sept. 30, 2016, the Company reported net
income attributable to the Company of $228 million on $8.64 billion
of total revenues compared to a net loss attributable to the
Company of $264 million on $8.48 billion of total revenues for the
nine months ended Sept. 30, 2015.
As of Sept. 30, 2016, First Data had $34.44 billion in total
assets, $30.39 billion in total liabilities, $73 million in
redeemable noncontrolling interest and $3.97 billion of total
equity.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/uiKgDG
About First Data
Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.
First Data reported a net loss attributable to the Company of $1.48
billion on $11.5 billion of total revenues for the year ended Dec.
31, 2015, compared to a net loss attributable to the Company of
$458 million on $11.2 billion of total revenues for the year ended
Dec. 31, 2014.
FORESIGHT ENERGY: Incurs $24.3 Million Net Loss in Third Quarter
----------------------------------------------------------------
Foresight Energy LP filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $24.33 million on $230.8 million of total revenues for the three
months ended Sept. 30, 2016, compared to net income of $8.18
million on $253.06 million of total revenues for the three months
ended Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $93.60 million on $622.9 million of total revenues
compared to net income of $25.62 million on $743.20 million of
total revenues for the same period during the prior year.
As of Sept. 30, 2016, Foresight Energy had $1.73 billion in total
assets, $1.80 billion in total liabilities and a total partners'
deficit of $70.03 million.
"Despite challenging market conditions and all of the activities
related to the global restructuring of our indebtedness, we
delivered very solid operating and financial results for the third
quarter. These results demonstrate the superior quality of our
asset base and our operational excellence," said Robert D. Moore,
president and chief executive officer. "Our operating costs
continue to be best-in-class and allow us to generate positive
Adjusted EBITDA margins at all points in the commodity cycle.
Additionally, domestic and export realizations showed modest
improvement during the quarter allowing us to contract over 4.0
million tons for delivery though 2018."
During the quarter, Foresight completed an out-of-court
restructuring of more than $1.4 billion in indebtedness. This
restructuring resolved the various defaults and events of default
related to the December 2015 Delaware Court of Chancery opinion
that the equity transaction involving Murray Energy and Foresight
Reserves constituted a "change of control." The restructuring
provided for, among other things: (1) an amendment and restatement
of the Partnership's senior credit facility, restoring access to
our revolving credit facility while also amending certain
commitment levels and financial maintenance covenants; (2) an
amendment and restatement of the Partnership's receivables
securitization facility; (3) amendments and waivers related to the
Partnership's longwall equipment leases and financings including a
reduction in certain maturities; and (4) amendments and other
modifications to governance documents and existing agreements by
and among the equity sponsors, as well as, the execution of various
mutual releases among the participants in the restructuring.
"The resulting transaction addresses the change of control
litigation and improves the Partnership's long-term leverage
profile, which better positions the Partnership as it continues to
operate in a difficult environment," added Mr. Moore.
In addition to strong production, Foresight's operations continue
to make significant improvements in the area of safety. During
third quarter 2016, Foresight's Macoupin operation was the
recipient of an award from the Joseph A. Holmes Safety Association
for having the lowest total reportable incident frequency rate for
the second quarter of 2016. "All of our operations have put a
renewed emphasis on safety initiatives and we have seen
improvements in various safety metrics including reportable and
lost time incidents. This is a credit to our employees and their
efforts," stated Mr. Moore.
Cost of coal produced was $110.3 million for third quarter 2016
compared to $128.2 million for the same period 2015. The decrease
during the current quarter was due to lower sales volumes, as well
as a reduction in our cash cost per ton sold, driven largely by
synergies related to the transaction with Murray Energy, including
lower mine overhead costs and operational efficiencies, plus the
benefit of the insurance recoveries for the reimbursement of
mitigation costs related to the Hillsboro combustion event which
totaled $10.5 million.
Transportation costs declined slightly from the prior year period
due to lower export sales volumes offset partially by higher
charges for shortfalls on minimum contractual throughput volume
requirements.
Selling, general and administrative expenses increased $2.6 million
in the third quarter 2016 compared to the third quarter 2015 due to
incremental litigation accrual expenses.
Interest expense for the third quarter 2016 increased $8.0 million
from the prior year period due primarily to higher effective
interest rates under the new and amended debt instruments as well
as higher interest rates under the term loan, revolving credit
facility and A/R securitization facility prior to the closing date
of the restructuring transactions due to default interest rates
being in effect.
As a result of the completion of the global restructuring,
Foresight also recognized $6.1 million in debt restructuring costs
and a $13.2 million loss on the extinguishment of debt during the
third quarter 2016.
Cash flows provided by operations for third quarter 2016 reached
$72.7 million and Foresight ended the quarter with $76.8 million in
cash and cash equivalents, representing an increase of $31.7
million from second quarter 2016. During third quarter 2016
capital expenditures were $14.7 million and year-to-date capital
expenditures are down $41.5 million as compared to the nine months
ended Sept. 30, 2015.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/CYHXZr
About Foresight Energy
Foresight Energy mines and markets coal from reserves and
operations located exclusively in the Illinois Basin.
As of Dec. 31, 2015, the Company has invested over $2.3 billion to
construct state-of-the-art, low-cost and highly productive mining
operations and related transportation infrastructure. The Company
controls over 3 billion tons of proven and probable coal in the
state of Illinois, which, in addition to making the Company one of
the largest reserve holders in the United States, provides organic
growth opportunities. The Company's reserves consist principally
of three large contiguous blocks of uniform, thick, high heat
content (high Btu) thermal coal which is ideal for highly
productive longwall operations. Thermal coal is used by power
plants and industrial steam boilers to produce electricity or
process steam.
Foresight Energy reported a net loss attributable to limited
partner units of $39.47 million on $984.85 million of total
revenues for the year ended Dec. 31, 2015, compared to net income
attributable to limited partner units of $70.19 million on $1.10
billion of total revenues for the year ended Dec. 31, 2014.
Ernst & Young LLP, in St. Louis, Missouri, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2015, noting that the Partnership is
in default of certain provisions of its long-term debt and capital
lease obligations, resulting in a working capital deficit as of
Dec. 31, 2015. These conditions raise substantial doubt about the
Partnership's ability to continue as a going concern.
* * *
The Troubled Company Reporter on March 22, 2016, reported that
Standard & Poor's Ratings Services said it lowered its corporate
rating on St. Louis-based Foresight Energy to 'D' from 'CCC-'.
As reported by the TCR on Sept. 5, 2016, Moody's Investors Service
upgraded the corporate family rating (CFR) of Foresight Energy,
LLC to Caa2 from Caa3, as well as the probability of default rating
(PDR) to Caa2-PD from Caa3-PD, and the senior secured rating to
Caa1 from Caa2. The upgrade reflects the resolution of
uncertainties related to the bondholder litigation and the events
of default, reduction in cash interest payments, and our
expectation of the gradual reduction in leverage, as a result of
convertible PIK notes maturing in October 2017 and excess cash flow
being directed towards the senior secured debt repayment.
FORT WALKER: Wants Plan Filing Deadline Extended to Feb. 12
-----------------------------------------------------------
Fort Walker Holdings, LLC, seeks a 90-day extension from the U.S.
Bankruptcy Court for the Western District of Pennsylvania, of the
exclusive periods within which only the Debtor may file its Plan of
Reorganization, or until Feb. 12, 2017 and may procure acceptance
of its Plan, or until April 10, 2017.
The Debtor contends that it is currently marketing its real
property, a residence in Hilton Head, South Carolina. The Debtor
further contends that sale of the property will significantly
affect the direction of this case.
About Fort Walker Holdings
Fort Walker Holdings LLC, based in Pittsburg, Pa., filed a Chapter
11 petition (Bankr. W.D. Pa. Case No. 16-22609) on July 14, 2016.
The petition was signed by William E. Connolly, principal. The
Hon. Gregory L. Taddonio presides over the case. Robert O. Lamp,
Esq. serves as bankruptcy counsel. In its petition, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
The Debtor employs Carolina Realty Group as real estate broker.
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 Fort Walker Holdings LLC.
GARY OZENNE: En Banc 9th Cir. Bars BAP From Hearing Appeal
----------------------------------------------------------
Suevon Lee, writing for Bankruptcy Law360, reported an en banc
panel on the U.S. Court of Appeals for the Ninth Circuit said a
special appellate panel formed to hear bankruptcy appeals did not
have jurisdiction to consider a debtor's request for an exceptional
order to reopen a years-old case because he had not followed proper
procedure. The Ninth Circuit, rehearing the case of debtor Gary
Lawrence Ozenne en banc, vacated a May 2011 order issued by the
Bankruptcy Appellate Panel and remanded with instructions to
dismiss Ozenne's petition for a writ of mandamus.
A copy of the en banc Ninth Circuit's decision dated Nov. 9 is
available at https://is.gd/w2X6ln from Leagle.com.
The bankruptcy case -- Ozenne's fifth chapter 13 bankruptcy -- was
filed on May 17, 2001, in the United States Bankruptcy Court for
the Central District of California. At that time, Chase Manhattan
Bank, Ocwen Loan Servicing, and Ocwen Federal Bank FSB ("the
Financial Institutions") held and/or serviced a mortgage on
Ozenne's home, and they were scheduled to foreclose on the mortgage
on May 17, 2001. However, Ozenne filed for bankruptcy that same day
in an attempt to stop the foreclosure. Ozenne was unable to make
his scheduled payments under this fifth chapter 13 plan. Thus, on a
motion to dismiss filed by the trustee, the bankruptcy court
dismissed the case in March 2002. Ozenne filed for chapter 13
bankruptcy at least two more times, and both cases were dismissed.
The Financial Institutions finally successfully foreclosed on
Ozenne's mortgage on July 31, 2002. The Debtor made several
attempts to reopen the fifth bankruptcy case.
GIGA-TRONICS INC: Incurs $396,000 Net Loss in Third Quarter
-----------------------------------------------------------
Giga-Tronics Incorporated filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $396,000 on $4.39 million of net sales for the three months
ended Sept. 24, 2016, compared to a net loss of $1.30 million on
$3.06 million of net sales for the three months ended Sept. 26,
2015.
For the six months ended Sept. 24, 2016, the Company reported a net
loss of $498,000 on $7.83 million of net sales compared to a net
loss of $1.93 million on $7.43 million of net sales for the six
months ended Sept. 26, 2015.
As of Sept. 24, 2016, Giga-Tronics had $11.78 million in total
assets, $9.15 million in total liabilities and $2.63 million in
total shareholders' equity.
Dr. William J. Thompson, the Company's Acting CEO, stated, "our
second quarter and first half operating results reflect our
continuing focus on the electronic warfare market segment with our
Advanced Signal Generator product platform and RADAR filters for
military aircraft while moving away from our traditional markets
and reducing our cost structure. While many challenges remain, we
believe our ASG product platform and high performance YIG-based
filters for the EW market will position us for greater future sales
growth with higher margins and ultimately improved shareholder
value."
Going Concern and Management's Plan
The Company has experienced delays in the development of features,
orders, and shipments for the new Advanced Signal Generator. These
delays have contributed, in part, to a decrease in working capital
from $1.8 million at March 26, 2016, to $1.2 million at Sept. 24,
2016. The new ASG product has shipped to several customers, but
potential delays in the development of features, longer than
anticipated sales cycles, or the ability to efficiently manufacture
the ASG, could significantly contribute to additional future losses
and decreases in working capital.
To help fund operations, the Company relies on advances under the
line of credit with Bridge Bank. The line of credit expires on May
7, 2017. The agreement includes a subjective acceleration clause,
which allows for amounts due under the facility to become
immediately due in the event of a material adverse change in the
Company's business condition (financial or otherwise), operations,
properties or prospects, or ability to repay the credit based on
the lender's judgment. As of Sept. 24, 2016, the line of credit
had an outstanding balance of $800,000, and additional borrowing
capacity of $848,000.
These matters raise substantial doubt as to the Company's ability
to continue as a going concern.
To address these matters, the Company's management has taken
several actions to provide additional liquidity and reduce costs
and expenses going forward.
Management will continue to review all aspects of the business in
an effort to improve cash flow and reduce costs and expenses while
continuing to invest, to the extent possible, in new product
development for future revenue streams.
Management will also continue to seek additional working capital
through debt or equity financing, however, there are no assurances
that such financings will be available at all, or on terms
acceptable to the Company.
Cumulative losses have had a significant negative impact on the
financial condition of the Company and raise substantial doubt
about the Company's ability to continue as a going concern.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/tF6T6C
About Giga-Tronics
Headquartered in San Ramon, California, Giga-tronics Incorporated
includes the operations of the Giga-tronics Division and
Microsource Inc. (Microsource), a wholly owned subsidiary.
Giga-tronics Division designs, manufactures and markets the new
Advanced Signal Generator (ASG) for the electronic warfare market,
and switching systems that are used in automatic testing systems
primarily in aerospace, defense and telecommunications.
GLOBAL HEALTHCARE: Delays Filing of Third Quarter Form 10-Q
-----------------------------------------------------------
Global Healthcare REIT, Inc., filed with the Securities and
Exchange Commission a Form 12b-25 notifying the delay in the filing
of its quarterly report on Form 10-Q for the period ended Sept. 30,
2016. The Company was unable to file its Quarterly Report on Form
10-Q within the prescribed time period because the Company has not
completed the preparation of its unaudited financial statements for
the fiscal quarter.
About Global Healthcare REIT
Global Healthcare REIT, Inc., operates as a real estate investment
trust (REIT) for the purpose of investing in real estate and other
assets related to the healthcare industry. The Company acquires,
develops, leases, manages and disposes of healthcare real estate,
and provides financing to healthcare providers.
As of June 30, 2016, Global Healthcare had $39.08 million in total
assets, $35.05 million in total liabilities and $4.02 million in
total equity.
Global Healthcare reported a net loss attributable to common
stockholders of $3.36 million for the year ended Dec. 31, 2015,
compared to net income attributable to common stockholders of $1.31
million for the year ended Dec. 31, 2014.
GURKARN DIAMOND: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gurkarn Diamond Hotel Corporation
dba Quality Suites Hotel
4706 N. Garfield Street
Midland, TX 79705
Case No.: 16-70183
Chapter 11 Petition Date: November 14, 2016
Court: United States Bankruptcy Court
Western District of Texas (Midland)
Judge: Hon. Ronald B. King
Debtor's Counsel: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
12720 Hillcrest Road, Suite 625
Dallas, TX 75230
Tel: 972-503-4033
E-mail: joyce@joycelindauer.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Satinder S. Gill, partner member.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txwb16-70183.pdf
HALCON RESOURCES: Files Sept. 30 Quarterly Report
-------------------------------------------------
Halcon Resources Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
available to common stockholders of $451.48 million on $23.10
million of total operating revenues for the period from Sept 10,
2016, through Sept. 30, 2016.
For the period from July 1, 2016, through Sept. 9, 2016, the
Company reported net income available to common stockholders of
$916.42 million on $79.34 million of total operating revenues. For
the three months ended Sept. 30, 2015, the Company reported net
income available to common stockholders of $123.52 million on
$129.93 million of total operating revenues.
As of Sept. 30, 2016, Halcon had $1.35 billion in total assets,
$1.21 billion in total liabilities and $132.83 million in total
stockholders' equity.
As of Sept. 30, 2016 Halcon's liquidity was approximately $369
million, which consisted of $367 million of undrawn capacity on the
Company's revolver plus $2 million in cash and cash equivalents.
The Company's senior revolving credit facility is scheduled for its
next borrowing base redetermination in May of 2017. Based on
current strip pricing, Halcón is anticipated to generate positive
cash flow for the remainder of 2016 and be approximately break-even
for 2017 based on its preliminary 2017 drilling plan of one rig
growing to two rigs in April of 2017.
During the third quarter of 2016, the Company incurred capital
costs of $36 million on drilling and completions, and $2 million on
infrastructure, seismic and leasehold acquisitions. In addition,
Halcon incurred $18 million for capitalized interest, G&A and other
in the third quarter.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/sXzy5P
About Halcon Resources
Halcon Resources Corporation is an independent energy company
engaged in the acquisition, production, exploration and
development of onshore oil and natural gas properties in the United
States.
Halcon Resources and 21 of its subsidiaries each filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case Nos. 16-11724 through 16-11745) on July 27, 2016. The
petitions were signed by Stephen W. Herod as president. The
Debtors listed assets of $2.84 billion and debts of $3.14 billion
as of March 31, 2016.
The Debtors have hired Young Conaway Stargatt & Taylor, LLP and
Weil, Gotshal & Manges LLP as co-counsel; PJT Partners LP as
investment banker; Alvarez & Marsal North America, LLC as
restructuring advisor; and Epiq Bankruptcy Solutions, LLC as
claims, noticing and solicitation agent.
Halcon Resources completed its financial restructuring and emerged
from its pre-packaged Chapter 11 bankruptcy cases on Sept. 9,
2016. All of the conditions under its Plan of Reorganization,
which was confirmed by the US Bankruptcy Court for the District of
Delaware on Sept. 8, 2016, have been satisfied or otherwise waived
in accordance with the terms of the Restructuring Plan.
HANISH LLC: Exclusive Plan Solicitation Period Extended to Jan. 24
------------------------------------------------------------------
Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire extended the period during which Hanish,
LLC has the exclusive right to obtain acceptances to its Plan of
Reorganization until January 24, 2017.
The Troubled Company Reporter reported earlier that the Debtor
asked the Court to extend the period to obtain acceptances to its
Plan of Reorganization for approximately 90 days, citing a major
dispute with its secured creditor, Phoenix REO, LLC. The Debtor
also noted that the confirmation hearing on its Plan was delayed as
Phoenix did not include its full claim until after the Debtor filed
the Plan. Phoenix filed a claim for about $500,000 more, claiming
penalties, late fees and attorney's fees on the eve of the Claims
Bar Date on Aug. 26, 2016. Since the Plan is a 100% plan, this
necessitates the Debtor to amend the Plan to provide full payment
to Phoenix. The Amended Plan increased the amount the Debtor might
have to pay on the Phoenix claim if its objection to the claim is
overruled.
About Hanish, LLC
Hanish, LLC owns and operates a 59-unit Fairfield Inn & Suites by
Marriott in Hooksett, N.H. The company sought chapter 11
protection (Bankr. D. N.H. Case No. 16-10602) on Apr. 26, 2016, and
is represented by Steven M. Notinger, Esq., at Notinger Law, PLLC,
in Nashua, N.H. The petition was signed by Nayan Patel, managing
member.
Judge Bruce A. Harwood presides over the case.
The Debtor estimated its assets and debts at less than $10 million
at the time of the filing. A list of the Debtor's 20 largest
unsecured creditors is available for free at
http://bankrupt.com/misc/nhb16-10602.pdf
HANJIN SHIPPING: Bankruptcy Hits Textainer's 3Q 2016 Results
------------------------------------------------------------
Textainer Group Holdings Limited, one of the world's largest
lessors of intermodal containers, reported third-quarter 2016
results.
Financial and Business Summaries
Textainer's third quarter 2016 financial results were significantly
impacted by Hanjin Shipping Co.'s ("Hanjin") bankruptcy filing. On
August 31, 2016, Hanjin, filed for bankruptcy protection in South
Korea, the United States and certain other countries in which it
previously conducted business. Textainer had approximately 114,000
containers on lease to Hanjin, representing 6.4% of its total
fleet, on both operating and direct finance leases.
-- Lease rental income of $110.9 million for the quarter, a
decrease of $18.3 million (or 14.2 percent) from the prior year
quarter; $4.8 million of this reduction was due to Hanjin. Lease
rental income adjusted for Hanjin decreased 10.5 percent from the
prior year quarter;
-- Financial impact for the quarter as of result of the
bankruptcy of Hanjin was $44.0 million (or $0.78 per diluted common
share);
-- Decreased estimated future residual values and increased the
estimated useful lives of certain equipment types resulting in
$15.0 million (or $0.26 per diluted common share) of additional
depreciation expense for the quarter;
-- Recorded $16.5 million (or $0.29 per diluted common share) of
container impairments to write down our inventory of containers
that are pending disposal for the quarter to their fair market
value;
-- Net loss attributable to Textainer Group Holdings Limited
common shareholders of $45.9 million for the quarter, or $0.81 per
diluted common share;
-- Adjusted net loss (1) of $52.3 million for the quarter, or
$0.92 per diluted common share; and
-- Utilization averaging 95.4 percent for the quarter and is
currently at 94.6 percent, which includes the equipment on-lease to
Hanjin;
"Our third quarter results were negatively affected by several
significant factors the biggest of which was the bankruptcy filing
by Hanjin. We recorded $22.1 million of container impairments net
of estimated insurance proceeds of $20.2 million, $17.1 million of
bad debt provision net of estimated insurance proceeds of $2.6
million which combined with $4.8 million of revenue reduction,
resulted in a $44.0 million (or $0.78 per dilute common share)
negative financial impact for the quarter as a result of the
bankruptcy of Hanjin," commented Philip K. Brewer, President and
Chief Executive Officer of Textainer Group Holdings Limited. "In
addition to Hanjin, our results were hurt by ongoing impairments
due to low used container prices which also prompted our decision
to reduce residual values for certain equipment types."
"To date, we have recovered, booked or approved to recover for
turn-in 41% of our containers on lease to Hanjin. We are also
actively negotiating the release of another 26% of our containers.
As many Hanjin containers are still with shippers, on vessels or
held by shipping terminals, we are unable currently to accurately
predict the effect of future estimates to be made on the recovery.
At this time, we expect to recover between 70% to 90% of our
containers. We have $80 million of insurance to cover
unrecoverable containers, lost revenue and recovery and repair
costs. Due largely to the expected level of these costs and the
significant amount of lost revenue, we expect our losses will
exceed our insurance coverage."
"The Hanjin bankruptcy and ongoing impairments are overshadowing
recent improvements in the lease-out market. New container prices
have increased by about $400 per CEU since the low point of the
year. More importantly, rental rates on new and depot container
lease-outs have increased significantly to levels not seen for
several years. There is very little new container inventory
available for lease and our unbooked depot inventory is at its
lowest level since the third quarter 2015. After adjusting for
Hanjin recoveries, our lease-out to turn-in ratio for the third
quarter was 1.7:1.0. Sales prices for disposal containers have
improved by $100-$200 or more in certain regions. All of these
factors are resulting in improved returns on both new and existing
containers," added Mr. Brewer.
"Notwithstanding these improvements in market conditions, the Board
made the very difficult decision to eliminate our dividend. This
was not an easy decision but was made in the best interests of the
company and its shareholders. Our Board recognizes the value
shareholders place on dividends and will review this decision as
market conditions change."
Third-Quarter Results
Textainer's third quarter results compared to the prior year
quarter were negatively impacted primarily by container impairments
and bad debt expense related to Hanjin's bankruptcy, the Company's
decision to reduce the estimated future residual values on certain
equipment types and an increase in container impairments due to a
decrease in used container prices and an increase in the quantity
of containers designated for disposal. Furthermore, lease rental
income decreased due to a decrease in average rental rates, lower
utilization and lost revenue from the Hanjin bankruptcy, partially
offset by an increase in the Company's owned fleet and an increase
in direct container expense primarily due to an increase in storage
costs resulting from lower utilization and higher storage rates.
In August 2016, Hanjin filed for bankruptcy. The Company maintains
insurance to cover the value of containers that are unlikely to be
recovered from its customers, the cost to recover containers, up to
183 days of lost lease rental income and a portion of the accounts
receivable balance. Its third quarter 2016 results included a
$17.4 million impairment to write down the carrying value of
containers on terminated direct financing leases to Hanjin to their
estimated fair market value. An impairment of $4.8 million was
also recognized for $24.9 million of containers unlikely to be
recovered, net of $20.1 million of anticipated insurance proceeds.
These impairments net of estimated insurance proceeds totaled $22.1
million. In addition, bad debt expense of $17.1 million, net of
insurance receivable of $2.6 million, was recorded in the third
quarter 2016 to fully reserve for Hanjin's outstanding accounts
receivable.
The net book value of all containers in our fleet on lease to
Hanjin is approximately $280.2 million, comprised of $88.2 million
of finance lease containers and $192.0 million of operating lease
containers. The net book value of containers effectively owned by
Textainer is $237.0 million or 85% of this total.
The Company evaluates the estimated future residual values and
monitor the sales prices and useful lives of its containers on an
ongoing basis. Textainer has experienced a significant decrease in
container resale prices as a result of the decreased cost of new
containers and an increased in useful lives as a result of shipping
lines leasing containers for longer periods. Based on the extended
period of lower realized container resale prices and longer useful
lives, the Company decreased the residual values and increased the
useful lives of several container types. The decrease in estimated
residual values and increase in estimated useful lives resulted in
$15.0 million of additional depreciation expense in the third
quarter of 2016, of which $4.4 million was a one-time charge for
containers that were fully depreciated to the previous residual
values.
Outlook
"We expect new container production to total 1.6-1.7 million TEU
this year, which would be the lowest level of production since
2009. We estimate 1.5 million TEU will be disposed meaning the
world's container fleet will show minimal growth in 2016. If
investment in new containers remains at these low levels, the
recent increase in rental rates should continue," noted Mr. Brewer.
"New container prices are currently approximately $1,600 per CEU.
Increased prices should be further supported by the implementation
of water-born paint regulations throughout China during 2017. Used
container prices have shown particular strength recently in Asia in
part due to the relative shortage of containers available for
lease."
"Notwithstanding this recent strength in new and depot container
lease-outs and increases in new and used container prices, the
costs of recovering Hanjin containers as well as continued
impairments and increases in depreciation expense are expected to
outweigh these factors and depress our earnings for at least the
next two to three quarters. The relatively low inventory of new
and depot containers in Asia should help stimulate demand to lease
recovered Hanjin containers. On the other hand, if large
quantities of Hanjin containers are sold, the recent increase in
disposal prices could be reversed," concluded Mr. Brewer.
About Textainer Group Holdings Limited
Textainer has operated since 1979 and is one of the world's largest
lessors of intermodal containers with a total of 2.1 million
containers representing 3.2 million TEU in its owned and managed
fleet. It leases containers to approximately 350 customers,
including all of the world's leading international shipping lines,
and other lessees. Its fleet consists of standard dry freight, dry
freight specials, and refrigerated intermodal containers. It also
leases tank containers through its relationship with Trifleet
Leasing and are the primary supplier of containers to the U.S.
Military. Textainer is one of the largest and most reliable
suppliers of new and used containers. In addition to selling older
containers from its lease fleet, the Company buy solder containers
from its shipping line customers for trading and resale. Textainer
operates via a network of 14 offices and approximately 500 depots
worldwide.
About Hanjin Shipping
Hanjin Shipping Co., Ltd., is mainly engaged in the transportation
business through containerships, transportation business through
bulk carriers and terminal operation business. The Debtor is a
stock-listed corporation with a total of 245,269,947 issued shares
(common shares, KRW 5000 per share) and
paid-in capital totaling KRW 1,226,349,735,000. Of these shares
33.23% is owned by Korean Air Lines Co., Ltd., 3.08% by Debtor and
0.34% by employee shareholders' association.
The Company operates approximately 60 regular lines worldwide, with
140 container or bulk vessels transporting over 100 million tons of
cargo per year. It also operates 13 terminals specialized for
containers, two distribution centers and six Off Dock Container
Yards in major ports and inland areas around the world. The
Company is a member of "CKYHE," a global shipping conference and
also a partner of "The Alliance," another global shipping
conference to be launched in April 2017.
Hanjin Shipping listed total current liabilities of KRW 6,028,543
million and total current assets of KRW 6,624,326 million as of
June 30, 2016.
As a result of the severe lack of liquidity, Hanjin applied to the
Seoul Central District Court 6th Bench of Bankruptcy Division for
the commencement of rehabilitation under the Debtor Rehabilitation
and Bankruptcy Act on Aug. 31, 2016. On the same day, it requested
and was granted a general injunction and the preservation of
disposition of the Company's assets. The Korean Court's decision
to commence the rehabilitation was made on Sept. 1, 2016. Tai-Soo
Suk was appointed as the Debtor's
custodian.
The Chapter 15 case is pending in the U.S. Bankruptcy Court for the
District of New Jersey (Bankr. D.N.J. Case No. 16-27041) before
Judge John K. Sherwood.
Cole Schotz P.C. serves as counsel to Tai-Soo Suk, the Chapter 15
petitioner and the duly appointed foreign representative of Hanjin
Shipping.
HARBORVIEW TOWERS COUNCIL: Disclosure Statement Hearing on Dec. 19
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland is set to
hold a hearing on December 19, at 10:00 a.m., to consider approval
of the disclosure statement explaining the Chapter 11 plan of
reorganization filed by the Council of Unit Owners of the 100
Harborview Drive Condominium.
The hearing will take place at Courtroom 9C, U.S. Courthouse, 101
West Lombard Street, Baltimore, Maryland. Objections are due by
December 6.
The restructuring plan proposes to pay Class 6 general unsecured
creditors 100% of their claims, without interest, in 28 consecutive
quarterly installments commencing on the first day of the 11th year
after the effective date of the plan.
About Council of Unit Owners
of the 100 Harborview Drive Condominium
Council of Unit Owners of the 100 Harborview Drive Condominium, a
condominium association, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9,
2016.
Dr. Reuben Mezrich signed the petition as president. The Debtor
estimated assets in the range of $10 million to $50 million and
liabilities of up to $50 million. The Debtor is represented by
Paul Sweeny, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC.
Judge James F. Schneider is assigned to the case.
HERBET CHAMBERS: Creditor’s Meeting Set for November 24
---------------------------------------------------------
The estate of the late Herbert Washington Chambers, of the town of
Richmond, Province of Ontario, filed an assignment in bankruptcy on
Nov. 4, 2016, and that the first meeting of creditors will be held
on Nov. 24, 2016, at 10:00 a.m., at 1 City Centre Drive, Suite
1040, Mississauga, Province of Ontario, and that to be eligible to
vote, creditors must file, prior to the meeting, proofs of claim,
and where necessary, proxies.
BDO Canada Limited, Trustee
1 City Centre Drive, Suite 1040
Mississauga, Ontario L5B 1M2
Tel: 905-615-8787
Fax: 905-615-1333
HIREN PATEL: Unsecureds To Recoup 50% in 90 Days of Effective Date
------------------------------------------------------------------
Hiren D. and Nila H. Patel filed with the U.S. Bankruptcy Court for
the Eastern District of Texas a disclosure statement dated Oct. 31,
2016, referring to the Debtors' plan of reorganization.
Holders of allowed Class 7 Unsecured Claims under $20,000 will be
paid 50% of their claims in 90 days of the Effective Date, however
they are impaired.
The Debtor will fund the Plan from the Debtor's continued salary
and continued income from the reorganized hotels. Along with the
distribution of liquidated non-exempt assets, the Debtor will keep
current his post-petition payables.
The Disclosure Statement is available at:
http://bankrupt.com/misc/txeb16-40592-77.pdf
The Plan was filed by the Debtors' counsel:
Bill F. Payne, Esq.
BILL F. PAYNE
12770 Coit Road, Suite 541
Dallas, Texas 75251
Tel: (972) 628-4901
E-mail: bill@wpaynelaw.com
About Hiren Patel
Hiren Patel started his medical practice in 2004 and since then has
established himself in private practice and also held many director
level positions. He migrated to the Dallas area in 2015 working in
hospital medicine and as a medical director, overseeing several
physicians and patient care. Hiren and Nila Patel started
investing in real estate in 2007. Since then they have
successfully built two hotels and completed two more projects, a
Convention Center and a Water Park, with public private
partnerships for economic growth and job creations. Nila Patel has
actively helped in hotel management and sales.
Hiren Patel is a medical doctor, working for EMcare in Dallas,
Texas and Collum & Carney Clinic, in Texarkana, Texas, as well as a
managing member of these entities: (1) Krishna Associates, LLC, a
company operating a hotel under the name of Country Inn & Suites in
Texarkana, Texas; (2) Texarkana Hotels, LLC, a company operating a
hotel under the name Holiday Inn and the Arkansas Convention Center
in Texarkana, AR. (3) Holiday Springs Water Park, a company
operating a water park in Texarkana, AR and (4) Diya Hotels, LLC, a
company with undeveloped real property in Hot Springs, Arizona.
Nila Patel is a homemaker. She is also experienced in hotel
marketing.
Hiren D. Patel and Nila H. Patel sought Chapter 11 protection
(Bankr. E.D. Tex. Case No. 16-40592) on April 1, 2016, represented
by Bill F. Payne, Esq., at The Moore Law Firm, L.L.P.
HOUGHTON MIFFLIN: S&P Cuts CCR to 'B' on Weak Cash Flow, Missteps
-----------------------------------------------------------------
S&P Global Ratings Services said that it lowered its corporate
credit rating on Boston-based Houghton Mifflin Harcourt Co. (HMH)
to 'B' from 'B+'. The rating outlook is stable.
At the same time, S&P lowered its issue-level rating on the
company's $800 million senior secured term loan to 'B+' from 'BB',
and revised the recovery rating to '2' from '1'. The '2' recovery
rating indicates S&P's expectation for substantial (70%-90%; lower
half of the range) recovery of principal for lenders in the event
of a payment default.
"The downgrade reflects HMH's product management and operational
missteps, as well as its weak cash flow metrics due to lost market
share and a smaller-than-expected addressable U.S. K-12 textbook
market in 2016," said S&P Global Ratings' credit analyst Thomas
Hartman. These management missteps occurred in the years leading
up to the 2016 reading program adoption, leaving little time for
the current management team to make corrections or to build a new
reading program from the ground up. There have been key management
changes over the past nine months as HMH replaced its CFO, and it
is in the process of replacing its CEO. HMH now expects to
generate negative free operating cash flow in 2016, and S&P don't
expect its free operating cash flow to debt to return to greater
than 10% until 2018.
"The downgrade of the senior secured term loan primarily reflects
our more cautious view of the lenders' recovery prospects," said
Mr. Hartman. "Our rating on the company now incorporates our
assumption of higher cash flow volatility and lower profitability
under a stressed environment."
The stable outlook reflects S&P's view that HMH will maintain
adequate liquidity through in 2017 through a combination of balance
sheet cash and revolver availability. S&P also expects the company
to maintain its high-30% market share and return to positive free
cash flow by the end of 2017.
S&P could lower the corporate credit rating if it sees further
market share losses in 2017 and don't expect the company to achieve
positive free operating cash flow by the end of 2017. S&P could
also lower the rating if S&P don't believe the addressable
K-12 market will meet its current growth expectations for 2018 and
2019, and free operating cash flow will not increase to at least 5%
of total debt.
Though unlikely over the next 12 months, S&P could raise the rating
if the company is able to diversify revenue so that it's less
dependent on state and local government funding, maintain or
increase its K-12 market share, and generate good free operating
cash flow of over 10% of total debt on a sustained basis.
HOUSTON AMERICAN: Incurs $370,000 Net Loss in Third Quarter
-----------------------------------------------------------
Houston American Energy Corp. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $370,343 on $39,738 of oil and gas revenue for the
three months ended Sept. 30, 2016, compared to a net loss of
$463,566 million on $124,448 of oil and gas revenue for the same
period a year ago.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $1.20 million on $121,855 of oil and gas revenue
compared to a net loss of $2 million on $340,541 of oil and gas
revenue for the nine months ended Sept. 30, 2015.
As of Sept. 30, 2016, Houston American had $4.30 million in total
assets, $45,176 in total liabilities and $4.25 million in total
shareholders' equity.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/xLQ4Rf
About Houston American Energy Corp.
Based in Houston, Texas, Houston American Energy Corp. is a
publicly-traded independent energy company with interests in oil
and natural gas wells, minerals and prospects. The Company's
business strategy includes a property mix of producing and
non-producing assets with a focus on Texas, Louisiana and
Colombia.
For additional information, view the Company's Web site at
http://www.HoustonAmericanEnergy.com/or contact the Houston
American Energy Corp. at (713) 222-6966.
GBH CPAs, PC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
losses from operations, which raises substantial doubt about its
ability to continue as a going concern.
IHEARTCOMMUNICATIONS INC.: Incurs $34.9 Million Net Loss in Q3
--------------------------------------------------------------
IHeartcommunications, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $34.95 million on $1.57 billion of
revenue for the three months ended Sept. 30, 2016, compared to a
net loss attributable to the Company of $221.9 million on $1.57
billion of revenue for the three months ended Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss attributable to the Company of $402.4 million on $4.55
billion of revenue compared to a net loss attributable to the
Company of $661.3 million on $4.52 billion of revenue for the same
period during the prior year.
As of Sept. 30, 2016, IHeartcommunications had $12.82 billion in
total assets, $23.78 billion in total liabilities and a total
shareholders' deficit of $10.96 million.
"We continue to grow our audiences across our broadcast radio,
outdoor, digital, social, mobile and events platforms, while
advancing our transformation as a digital-facing, data-rich company
built on the power of broadcast radio and out-of-home," said Bob
Pittman, chairman and chief executive officer of iHeartMedia, Inc.
"This quarter, we were excited to announce the reimagining of live
radio with our two new subscription services, iHeartRadio Plus and
iHeartRadio All Access, set to debut in January 2017. In addition,
at both iHeartMedia and outdoor, we continue to invest in
programmatic buying platforms and research analytics tools to
leverage our assets for the benefit of our marketing and
advertising partners, and at Americas outdoor and International
outdoor, we continue to realign our resources to expand our digital
out-of-home networks."
Rich Bressler, president, chief operating officer and chief
financial officer said, "This quarter, we delivered revenue and
operating income growth at both iHeartMedia and International
outdoor. Americas outdoor's revenue and operating income declined
as the result of the sales of nine non-strategic markets; excluding
the impact of the sales, revenues increased. Overall, our
investments are enhancing our businesses -- allowing us to keep
developing and delivering innovative new products to our consumers,
all while staying focused on tight operating and financial
discipline."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/CWtPkZ
About iHeartCommunications
iHeartCommunications, Inc., (formerly known as Clear Channel
Communications, Inc.) is a global media and entertainment company.
The Company specializes in radio, digital, outdoor, mobile,
social, live events, on-demand entertainment and information
services for local communities, and uses its unparalleled national
reach to target both nationally and locally on behalf of its
advertising partners. The Company is dedicated to using the
latest technology solutions to transform the company's products
and services for the benefit of its consumers, communities,
partners and advertisers, and its outdoor business reaches over 40
countries across five continents, connecting people to brands
using innovative new technology.
IheartCommunications reported a net loss attributable to the
Company of $755 million on $6.24 billion of revenue for the year
ended Dec. 31, 2015, compared to a net loss attributable to the
Company of $794 million on $6.31 billion of revenue for the
year ended Dec. 31, 2014.
Bankruptcy Warning
"The ability to refinance the debt will depend on the condition of
the capital markets and our financial condition at such time.
Any refinancing of the debt could be at higher interest rates and
increase debt service obligations and may require us and our
subsidiaries to comply with more onerous covenants, which could
further restrict our business operations. The terms of existing
or future debt instruments may restrict us from adopting some of
these alternatives. These alternative measures may not be
successful and may not permit us or our subsidiaries to meet
scheduled debt service obligations. If we or our subsidiaries
cannot make scheduled payments on indebtedness, we or our
subsidiaries, as applicable, will be in default under one or more
of the debt agreements and, as a result we could be forced into
bankruptcy or liquidation," the Company said in its annual report
for the year ended Dec. 31, 2015.
* * *
iHeartCommunications carries a 'CCC' Issuer Default Ratings (IDR)
from Fitch Ratings and a 'Caa2 Corp.' corporate family rating from
Moody's Investors Service.
ILYA GOLUB: Hearing on Plan Outline Set For Dec. 13
---------------------------------------------------
The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois has scheduled for Dec. 13, 2016, at
11:00 a.m. the hearing to consider the approval of Ilya and Simona
Golub's fourth amended disclosure statement and plan of
reorganization.
Dec. 6, 2016, is the last day for filing objections to the
Disclosure Statement. Any response must be filed by Dec. 9, 2016.
The Debtors' Plan contemplates that the Debtors will:
-- retain their Residence and continue to make payments to
CitiMortgage and US Bank in accordance with the existing loan
terms.
-- retain the Debtors' Vehicles and continue to make payments
to the Holders of the Allowed Claims secured by the Debtors'
Vehicles in accordance with the existing loan terms, including
Ally, Fifth Third, Daimler and Nissan.
-- make a pro rata distribution to Holders of Allowed
Unsecured Claims within 60 days after the Effective Date of the
Plan.
-- retain all unliquidated real and Personal property.
-- obtain discharges from all Claims and obligations arising
prior to the Effective Date upon completion of the Plan.
The Debtors estimate there are approximately 29 Unsecured
Creditors
with Claims totaling $577,683. Holders of Allowed Class 7 Claims
will be paid their pro rata portion of $35,000 in Cash in a single
distribution made within 60 days of the Effective Date of the
Plan.
Holders of Allowed Class 7 Claims will receive a distribution of
approximately 6%. The Cash used to pay Class 7 Claims will come
from the Debtors' otherwise exempt retirement account. These
Claims are impaired are entitled to vote on the Plan.
About The Golubs
Ilya Golub and Simona Golub, a married couple residing in Lake
County, work as IT director and pharmacist, respectively. The
Debtors sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ill. Case No. 16-10968) on March 30, 2016. The
Debtors are represented by William J. Factor, Esq. and Ariane
Holtschlag, Esq., at FactorLaw as counsel.
IMAGEWARE SYSTEMS: Delays Filing of Third Quarter Form 10-Q
-----------------------------------------------------------
ImageWare Systems, Inc., was unable to compile certain information
required to prepare a timely filing of its quarterly report on Form
10-Q for the period ended Sept. 30, 2016. Management said it
requires additional time to enable it to incorporate into the Form
10-Q certain information necessary for a complete presentation, and
to adequately address certain subsequent events. As a result, the
Company will be unable to file the Quarterly Report on Form 10-Q
for the quarter ended Sept. 30, 2016, in a timely manner without
unreasonable effort or expense. The Company expects to file its
Quarterly Report on Form 10-Q on or before Nov. 14, 2016.
About ImageWare Systems
Headquartered in San Diego, California, ImageWare Systems, Inc.,
is a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization. Its "flagship" product
is the IWS Biometric Engine. Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes. The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials. Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.
Imageware Systems reported a net loss available to common
shareholders of $9.59 million on $4.76 million of revenues for the
year ended Dec. 31, 2015, compared to a net loss available to
common shareholders of $7.99 million on $4.15 million of revenues
for the year ended Dec. 31, 2014.
As of June 30, 2016, Imageware had $4.56 million in total assets,
$4.62 million in total liabilities and a total shareholder's
deficit of $68,000.
INTERNAP CORP: S&P Affirms 'B' CCR & Revises Outlook to Negative
----------------------------------------------------------------
S&P Global Ratings said that it revised its rating outlook on
Atlanta-based data center operator Internap Corp. to negative from
stable. At the same time, S&P affirmed its ratings on the company,
including the 'B' corporate credit rating.
The outlook revision reflects the possibility that Internap's
covenant compliance could be tighter than S&P's original
expectations over the next 12 months if operating performance does
not improve amid scheduled financial covenant step-downs. Revenue
declined 5.6% in the third quarter of 2016 from the same period of
2015 due to elevated churn and continued weakness in the company's
Internet Protocol (IP) services business. S&P believes the company
will need to significantly grow its core colocation, hosting, and
cloud businesses over the next year to offset expected declines in
its partner-controlled colocation and IP services businesses.
There are strong demand prospects for the company's core businesses
due to increased growth in internet traffic, IT outsourcing, and
application complexity. However, S&P believes there is greater
risk associated with the company's ability to execute as a result
of management turnover and reorganization initiatives, where new
management has identified $5 million-$10 million of potential cost
savings. This risk as it relates to covenant compliance could be
mitigated if the company sells noncore assets and uses the proceeds
for debt reduction -- the credit agreement allows the company to
sell up to $65 million of noncore assets, while 100% of net
proceeds must be used to pay down debt -- or pursues a
recapitalization.
S&P's rating reflects Internap's relatively subdued growth
prospects compared to those of its data center peers, stemming from
an ongoing decline in revenue from IP services, and a relatively
low consolidated EBITDA margin, which can be attributed to its
partner-controlled colocation service offerings. In S&P's view,
these risks are somewhat offset by favorable demand characteristics
in the company's core colocation, hosting, and cloud businesses,
and the company's modest utilization rate that will allow for
high-margin incremental growth in the company's core businesses.
Internap is primarily a data center operator that provides
colocation, hosting, and cloud services to small, mid-size, and
large enterprise customers. The company mainly operates in tier-1
U.S. markets with favorable projected supply-and-demand growth
dynamics over the next few years driven by growth in internet
traffic, IT outsourcing, and application complexity. Given the
company's modest utilization rate of 54% in company-controlled
facilities as of September 2016, the company has the ability to
expand its base of business within its current footprint at high
incremental margins.
S&P views Internap's core colocation, hosting, and cloud businesses
favorably, given its inherent predictable recurring revenue base
and relatively stable monthly revenue churn. However, churn
figures can fluctuate on a quarterly basis, particularly during
periods of customer consolidation. Additionally, the company's
exposure to small and mid-size enterprise customers make it more
susceptible to potential customer defaults in periods of distress.
Longer term, S&P believes there is also a risk of oversupply in the
industry, which could lead to pricing pressure, although we have
not seen evidence of this.
Internap also sells colocation services through leased partner
facilities, which generate significantly lower gross margins than
those services offered in company-controlled facilities. S&P
recognizes that these noncore services are not a strategic focus
for the company, but still view them as a constraint to the
business since they hinder overall revenue and EBITDA growth
prospects, and keep the total EBITDA margin well below that of its
zata center peers. Despite these weaknesses, these noncore
businesses tend to generate relatively healthy free operating cash
flow (FOCF) since they require little capital. The company plans
to continue using cash generated from noncore sources to support
expansion in its core data center business.
In addition, Internap offers IP services (approximately 23% of
revenue as of September 2016), which leverage proprietary
technologies to enhance the performance of client applications.
Over 95% of its data center customers purchase IP services through
the company. While S&P believes IP services modestly benefit
customer churn, S&P believes this segment has weak business
characteristics, with a revenue stream that will continue to
decline as lower pricing for connectivity offsets increased
demand.
Under S&P's base-case scenario, it assumes these:
-- Revenue declines in the mid-single-digit percent area in
2016 due to elevated churn and declines in partner-
controlled colocation and IP services. S&P expects revenue
growth in 2017 in the low-single-digit percent area as the
company benefits from strong demand for data center services
from new and existing customers at company-controlled
facilities, offsetting declines in partner-controlled
colocation and IP services. Internap's performance is not
driven by traditional macroeconomic indicators.
-- Reported EBITDA margin improves to the mid-20% area in 2016
as company-controlled facility utilization increases and
revenues shift toward higher-margin managed services.
-- Capital expenditures as a percentage of revenue in the mid-
teens percent area in 2016, lower than in prior years due to
modest facility utilization.
S&P expects leverage will be in the low-5x area in 2016 with the
potential to fall below 5x in 2017 if the company sells noncore
assets and uses the proceeds for debt reduction. S&P believes FOCF
will be break-even to modestly positive in 2016 due to lower
capital spending as a result of modest facility utilization with
the potential to increase to the mid-teens area in 2017.
Liquidity
S&P views Internap's liquidity as adequate, reflecting S&P's
expectation that sources of liquidity will exceed uses by about
1.5x over the next 12 months and that net sources will remain
positive, even with a 15% decline in forecasted EBITDA. Limiting
factors to a higher liquidity assessment include the company's more
limited size and growth prospects relative to those of larger peers
with better access to capital.
Principal liquidity sources:
-- Cash and cash equivalents of approximately $10 million as of
Sept. 30, 2016.
-- Approximately $10 million available under the company's
$50 million revolving credit facility as of Sept. 30, 2016,
(net of revolver borrowings and issued letters of credit).
-- Funds from operations (FFO) of $60 million-$65 million over
the next 12 months.
Principal liquidity uses:
-- Capital expenditures of around $50 million over the next 12
months.
-- Annual debt amortization of $3 million.
Covenants
The credit facility is subject to a maximum leverage covenant of 5x
and a minimum interest coverage covenant of 2.85x, both of which
will step down in the first quarter of 2017 with additional
step-downs thereafter. S&P expects the company to maintain at
least a 15% cushion against its covenants in 2016, but believe this
cushion could drop below 10% in 2017 depending on financial
performance.
The negative outlook reflects the possibility of a downgrade over
the next 12 months if operating performance is weaker than expected
due to continued business headwinds and execution missteps
associated with management changes and reorganization efforts,
which cause the company's covenant cushion to fall below 10%.
S&P could lower the rating over the next 12 months if operational
performance is worse than S&P's expectations, which cause the
company's covenant cushion to fall below 10% for a sustained
period.
S&P could revise the outlook to stable from negative if operating
performance stabilizes, or the company executes other measures,
such that S&P has increased confidence in its ability to maintain
covenant headroom above 15% on a sustained basis.
IONIX TECHNOLOGY: Approves Yun Yangas as Unit President
-------------------------------------------------------
Ionix Technology, Inc., ratified and approved the appointment of
Yun Yangas as president and a member of the board of directors of
Lisite Science Technology (Shenzhen) Co., Ltd, a limited liability
company formed under the laws of Taiwan, Hong Kong and Macao on
June 20, 2016. Lisite Science is a wholly owned subsidiary of Well
Best International Investment Limited, a limited liability company
formed under the laws of Hong Kong Special Administrative Region
and an indirect wholly-owned subsidiary of Ionix Technology, Inc.
Mr. Yang, 35, served as the chief technology officer of Shenzhen
Jinlisite Science and Technology Corporation Ltd. from July 2007
until May of 2016.
Youqian Deng- Appointment
On Nov. 7, 2016, the Company ratified and approved the appointment
of Youqian Deng as president and a member of the board of directors
of Shenzhen Baileqi Electronic Technology Co., Ltd., a limited
liability company formed under the laws of Taiwan, Hong Kong and
Macao on Aug. 8, 2016. Baileqi Electronic is a wholly owned
subsidiary of Well Best and an indirect wholly-owned subsidiary of
the Company.
Mr. Deng, 27, served as the workshop director of Shenzhen Baileqi
Science Technology Company from May 2013 to September 2016. Prior
to this, Mr. Deng served as the production manager of Shenzhen
Shuangyingweiye Science and Technology Incorporated Corporation
from August 2008 until May 2013. Mr. Deng graduated from the
Jiangxi College of Vocational and Technical in 2010.
Establishment of Lisite Science
On Nov. 7, 2016, the Company's Board of Directors approved and
ratified the incorporation of Lisite Science Technology (Shenzhen)
Co., Ltd, a limited liability company formed under the laws of
Taiwan, Hong Kong, and Macao on June 20, 2016. Well Best is the
sole shareholder of Lisite Science. As a result, Lisite Science is
an indirect, wholly-owned subsidiary of the Company. Lisite
Science will act as a manufacturing base for the Company and shall
focus on developing and producing high-end intelligent electronic
equipment.
Establishment of Shenzhen Baileqi
On Nov. 7, 2016, the Company's Board of Directors approved and
ratified the incorporation of Shenzhen Baileqi Electronic
Technology Co., Ltd., a limited liability company formed under the
laws of Taiwan, Hong Kong, and Macao on Aug. 8, 2016. Well Best is
the sole shareholder of Baileqi Electronic. As a result, Baileqi
Electronic is an indirect, wholly-owned subsidiary of the Company.
Baileqi Electronic will act as a manufacturing base for the Company
and will focus on development and production of the LCD and module
for civil electronic products.
About Ionix
Ionix Technology, Inc., formerly known as Cambridge Projects Inc.,
was originally formed to pursue a business combination through the
acquisition of, or merger with, an operating business. Since
January 2016, the Company has shifted its focus to becoming an
aggregator of energy cooperatives to achieve optimum price and
efficiency in creating and producing technology and products that
emphasize long life, high output, high energy density, and high
reliability. By and through its wholly owned subsidiary, Well Best
and the indirect wholly owned subsidiaries, Xinyu Ionix and Taizhou
Ionix, the Company has commenced its lithium batteries operation in
China.
Paritz & Company, P.A., in Hackensack, N.J., in its report on the
consolidated financial statements for the year ended June 30, 2016,
expressed substantial doubt about the Company's ability to continue
as a going concern, citing that the Company has not generated
income and cash flow from its operations and had an accumulated
deficit of $234,903 at June 30, 2016.
The Company reported a net loss of $44,431 on $1.97 million of
revenues in 2016, compared with a net loss of $116,282 on $nil of
revenues in the prior year.
The Company's balance sheet at June 30, 2016, showed $2.19 million
in total assets, $2.18 million in total liabilities, all current,
and stockholders' equity of $13,098.
ITUS CORPORATION: Titterton Reports 8.9% Stake as of Oct. 31
------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Lewis H. Titterton Jr. disclosed that as of Oct. 31,
2016, he beneficially owns 805,432 shares of common stock of ITUS
Corporation which represents 8.94 percent of the shares
outstanding.
On Oct. 3, 2016, the Reporting Person purchased, in an open market
transaction with personal funds, 6,000 shares of Common Stock. The
purchase of these shares, aggregated with the Reporting Person's
purchase of additional shares of Common Stock and the vesting of
certain previously granted options (which were granted for no
consideration) caused the Reporting Person's beneficial ownership
to increase from the Reporting Person's ownership as of the date of
filing of the previous Schedule 13D/A. During the period from
Sept. 28, 2016, through Nov. 7, 2016, the Reporting Person
purchased 49,595 shares of Common Stock in open market transactions
using personal funds. Further, on Aug. 24, 2016, the Reporting
Person sold 210,000 shares of Common Stock in a private transaction
for $3.10 per share. On Sept. 26, 2016, the Reporting Person
purchased 210,000 shares of Common Stock in a private transaction
for $3.12 per share.
A full-text copy of the regulatory filing is available at:
https://is.gd/zxrpk2
About ITUS Corporation
ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires
patented technologies for the purposes of patent monetization and
patent assertion. The company currently has 10 patent portfolios
in the areas of Key Based Web Conferencing Encryption, Encrypted
Cellular Communications, E-Paper(R) Electrophoretic Display, Nano
Field Emission Display ("nFED"), Micro Electro Mechanical Systems
Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window
Frame Construction, VPN Multicast Communications, Internet
Telephonic Gateway, and Enhanced Auction Technologies.
CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014,
to reflect the Company's change in its business operations.
ITUS Corporation reported a net loss of $1.37 million on $9.25
million of total revenue for the year ended Oct. 31, 2015, compared
to a net loss of $9.60 million on $3.66 million of total revenue
for the year ended Oct. 31, 2014.
As of July 31, 2016, ITUS had $6.32 million in total assets, $4.60
million in total liabilities and $1.71 million in total
shareholders' equity.
JAMES SANDBERG: Secured Creditor Seeks Ch. 11 Trustee Appointment
-----------------------------------------------------------------
Western States Bank, the secured Creditor of James R. Sandberg and
Peggy D. Sandberg, files a motion asking the U.S. Bankruptcy Court
for the District of Nebraska to enter an order converting the
Chapter 11 case to one under Chapter 7, or dismissing the case, or
appointing a Chapter 11 Trustee.
The secured creditor asserts that cause exists for the conversion,
dismissal, or appointment of a Chapter 11 Trustee under Sec.
1104(a)(3) of the Bankruptcy Code because of the Debtors' unexcused
failure to satisfy timely any filing or reporting requirement
established by the Bankruptcy Code.
Western States Bank is represented by:
Adam A. Hoesing, NSBA
SIMMONS OLSEN LAW FIRM, P.C.
1502 Second Avenue
Scottsbluff, NE 69361
Tel.: 308-632-3811
Email: ahoesing@simmonsolsen.com
James R Sandberg and Peggy D Sandberg sought Chapter 11 protection
(Bankr. D. Neb. Case No. 16-41287) on Aug. 21, 2016. The Debtor
tapped Wayne E. Griffin, Esq. at Wayne E. Griffin Law Office as
counsel.
JORGE E. RODRIGUEZ: Jan. 11 Disclosure Statement Hearing Set
------------------------------------------------------------
A hearing on approval of disclosure statement explaining Jorge E.
Rodriguez's Chapter 11 plan is scheduled for January 11, 2017, at
09:00 A.M.
Objections to the form and content of the disclosure statement
should be in writing and filed with the court and served upon
parties in interest at their address of record not less than 14
days prior to the hearing. Objections not timely filed and served
will be deemed waived.
Jorge Rodriguez filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-48684) on November 20, 2012.
JOSE MALDONADO MALAVE: Unsecureds To Recoup 7% Under Plan
---------------------------------------------------------
Jose G. Maldonado Malave and Zulma I. Recio Lopez filed with the
U.S. Bankruptcy Court or the District of Puerto Rico a disclosure
statement for the Debtors' plan of reorganization dated Oct. 31,
2016.
Allowed Class 3 General Unsecured Claims consist of: (a) the
pre-petition unsecured claims against the Debtor, to the extent
allowed, if any. The claims will be satisfied via 60 monthly
payments starting the Effective Date of the Plan. Total
distribution on Class 3 Claims is estimated at a present value of
$85,339 which is a 7.00% distribution on these claims.
The Plan contemplates that all distributions under the Plan will be
completed within five years from the Effective Date of the Plan.
The Plan will be funded by and through: (a) the Debtor's cash
reserves as of the Effective Date of the Plan and (b) the future
cash flows generated by Debtors rent income, and the refinance or
sale of the commercial properties owned by the Debtors.
The Disclosure Statement is available at:
http://bankrupt.com/misc/prb15-06762-94.pdf
The Plan was filed by the Debtors' counsel:
Jose M. Prieto Carballo, Esq.
JPC LAW OFFICE
P.O. Box 363565
San Juan, PR 00936
Tel: (787) 607-2166
(787) 607-2066
Fax: (787) 200-8837
E-mail: jpc@jpclawpr.com
About Jose G. Maldonado Malave
and Zulma I. Recio Lopez
Jose G. Maldonado Malave and Zulma I. Recio Lopez filed a Chapter
11 petition (Bankr. D.P.R. Case No. 15-06762), on Sept. 1. Judge
Brian K. Tester presides over the case.
JOSE RUIZ RAMIREZ: Unsecureds To Recover 36.78% Under Plan
----------------------------------------------------------
Jose L. Ruiz Ramirez and Miriam I. Torres Gonzalez filed with the
U.S. Bankruptcy Court for the District of Puerto Rico a disclosure
statement for the Debtors' plan of reorganization dated Oct. 28,
2016.
On the Effective Date of the Plan, holders of Class 6 General
Unsecured Claims will receive from the Debtors a non-negotiable,
non-interest bearing promissory note, dated as of the Effective
Date, providing for a total amount of $211,000 to be paid pro rata
to all allowed claimants, which will be payable in (a) 30 monthly
installments of $500, followed by 30 monthly installments of 1,000,
and (b) one lump payment of $166,000 from the proceeds of the sale
of the Interior Culebrinas Ward property projected for May 9, 2019
-- upon termination of the lease with purchase-sale option
agreement of the agricultural farmland. The proposed dividend
payable to the class through the Plan exceeds the liquidation value
determined in the amount of $142,195.
The liquidation analysis prepared for this case shows that the
estimated dividend for the general unsecured creditors under a
Chapter 7 is 11.77%. The proposed Plan provides monthly payments
and lump sum distribution totaling $211,000 to the general
unsecured creditors within the five-year period of the Plan. Each
claim holder under this class will receive pro rata distributions,
as per the allowed amounts. Based on the current allowed amounts,
each claim holder in this class will receive approximately 36.78%
of the allowed amount.
The Disclosure Statement is available at:
http://bankrupt.com/misc/prb16-03552-38.pdf
The Plan was filed by the Debtor's counsel:
Edgardo Mangual Gonzalez, Esq.
Jose L. Jimenez Quinones, Esq.
EMG DESPACO LEGAL, C.R.L.
Edificio La Electronica
Suite 201-A, Calle Bori 1608
San Juan, Puerto Rico 00927
Tel: (787) 753-0055
E-mail: lcdomangual@gmail.com
lcdojosejimenez@gmail.com
About Jose L. Ruiz Ramirez and Miriam I Torres Gonzalez
Jose L. Ruiz Ramirez and Miriam I Torres Gonzalez hold regular
employments as their principal source of income. Mr. Ruiz is an
engineer with Aireko Services And Installation, a company engaged
in commercial and industrial air conditioning maintenance programs
and repairs, earning a fixed bi-weekly salary averaging $7,083.40
per month and Mrs. Gonzalez as a special education teacher under
contract with the Department of Education of Puerto Rico, earning a
compensation of $1,820 per month.
Jose L. Ruiz Ramirez and Miriam I Torres Gonzalez filed for Chapter
11 bankruptcy protection (Bankr. D.P.R. Case No. 16-03552) on May
2, 2016. Edgardo Mangual Gonzalez, Esq., at EMG Despacho Legal,
CRL, serves as the Debtor's bankruptcy counsel.
KEITH GREGORY GARRETSON JR: Dec. 14 Disclosure Statement Hearing
----------------------------------------------------------------
Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern
District of West Virginia will convene a hearing to consider
approval of the disclosure statement explaining Keith Gregory
Garretson, Jr., and Kathy Faye Garretson's Chapter 11 plan on
December 14, 2016, at 1:30 p.m., in Bankruptcy Courtroom, Robert C.
Byrd U.S. Courthouse, 300 Virginia Street East, Charleston, West
Virginia to consider and act upon approval of the proposed
Disclosure Statement and any timely filed objection thereto.
December 9 is set as the last day to file and serve any written
objection to the proposed Disclosure Statement.
Keith Gregory Garretson, Jr., and Kathy Faye Garretson filed a
Chapter 11 petition (Bankr. S.D.W. Va. Case No. 15-20234) on April
28, 2015.
KIRK LLC: To Repay Unsecureds in Full, With Interest
----------------------------------------------------
The Kirk LLC filed a Chapter 11 plan and accompanying disclosure
statement that contemplates the Reorganized Debtor borrowing from
Private Money Utah funds sufficient to pay a compromised amount of
MRZ’s claim, and all other claims in full, on or shortly after
the Effective Date.
The Debtor projects that its post-confirmation income will be
sufficient to pay interest on the new loan while continuing to pay
operating expenses. The new loan will come due two years after
funding, and be the Reorganized Debtor anticipates that by that
time it will either qualify for more conventional bank financing or
sell the Property.
The Plan also contemplates repayment in full of all unsecured
claims, either through the take-out financing contemplated above,
or through Estate Cash. The Reorganized Debtor will repay general
unsecured claims in full with interest within 30 days following the
effective date.
A full-text copy of the Disclosure Statement dated October 28,
2016, is available at http://bankrupt.com/misc/utb16-26470-57.pdf
About The Kirk LLC
The Kirk LLC filed a Chapter 11 petition (Bankr. D. Utah Case No.
16-26470) on July 26, 2016. The petition was signed by Andrew H.
Patten, chief restructuring officer. The Debtor is represented by
T. Edward Cundick, Esq., at Prince, Yeates & Geldzahler. The case
is assigned to Judge Kevin R. Anderson. The Debtor estimated
assets and liabilities at $1 million to $10 million at the time of
the filing.
KOLATH HOTELS: Case Summary & 12 Unsecured Creditors
----------------------------------------------------
Debtor: Kolath Hotels and Casinos, Inc.
P.O. Box 5759
Albany, NY 12205
Case No.: 16-12061
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: November 14, 2016
Court: United States Bankruptcy Court
Northern District of New York (Albany)
Debtor's Counsel: Richard H. Weiskopf, Esq.
THE DELORENZO LAW FIRM, LLP
670 Franklin Street, Suite 100
Schenectady, NY 12305
Tel: (518) 374-8450
Fax: (518) 374-5906
E-mail: Rweiskopf@delolaw.com
Total Assets: $3.97 million
Total Liabilities: $4.57 million
The petition was signed by Annie Kolath, president.
A copy of the Debtor's list of 12 unsecured creditors is available
for free at http://bankrupt.com/misc/nynb16-12061.pdf
LA SABANA: Unsecureds To Get $625 Per Month Under Plan
------------------------------------------------------
La Sabana Development LLC filed with the U.S. Bankruptcy Court for
the District of Puerto Rico an amended disclosure statement dated
Oct. 31, 2016, referring to the Debtor's plan of reorganization
dated Oct. 31, 2016.
Under the Plan, Class 3 General Unsecured Class -- which total
$13,572,102.40 -- are impaired. This Class will receive $625.00 a
month, to be distributed on a "pro-rata" basis.
The Debtor's Plan of Reorganization will be funded with proceeds
from a 5-year lease contract with VB Developers, LLC. Under the
lease, the Debtor will be paid $25,000 a month.
The Amended Disclosure Statement is available at:
http://bankrupt.com/misc/prb15-08743-101.pdf
The Plan was filed by the Debtor's counsel:
Hector Eduardo Pedrosa-Luna, Esq.
P.O. Box 9023963
San Juan, PR 00902-3963
Tel: (787) 920-7983
Fax: (787) 754-1109
E-mail: hectorpedrosa@gmail.com
About La Sabana Development
La Sabana Development LLC is a limited liability corporation, duly
registered and authorized to do business in the Commonwealth of
Puerto Rico. The Debtor is engaged in the business of developing
residential units.
The Debtor filed a Chapter 11 petition (Bankr. D.P.R. Case No.
15-08743), on Nov. 4, 2015. The case is assigned to Judge Mildred
Caban Flores. The Debtor's counsel is Hector Eduardo Pedrosa Luna,
Esq., The Law Offices of Hector Eduardo Pedrosa Luna, PO Box
9023963, San Juan, Puerto Rico. At the time of filing, the Debtor
had estimated both assets and liabilities ranging from $10 million
to $50 million each. The petition was signed by Cleofe
Rubi-Gonzalez, president.
LEVEL 8 APPAREL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Level 8 Apparel LLC
202 West 40th Street, Suite 1101
New York, NY 10018
Case No.: 16-13164
Chapter 11 Petition Date: November 14, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. James L. Garrity Jr.
Debtor's Counsel: Steven Soulios, Esq.
RUTA SOULIOS STRATIS LLP
370 Lexington Avenue, 24th Floor
New York, NY 10017
Tel: (212) 997-4500
Fax: (212) 768-0649
E-mail: ssoulios@rutasoulios.com
ssoulios@lawnynj.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Frank Spadaro, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nysb16-13164.pdf
LOUIS & LANE: Unsecureds To Recoup 10.13% Under Plan
----------------------------------------------------
Louis & Lane, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of Georgia a disclosure statement for the
Debtor's plan of reorganization dated Nov. 2, 2016.
Class 7 General Unsecured Claims -- estimated to total $207,214.63
-- will recover 10.13% under the Plan. Class 7 will share pro-rata
quarterly distributions of $1,050.00 each commencing on March 28,
2017, and continuing on 28th day of the final month of each
subsequent quarter for a total of 20 quarterly payments. The
Claims of the Class 7 Creditors are impaired by the Plan and the
holders of Class 7 Claims are entitled to vote to accept or reject
the Plan.
The source of funds for the payments pursuant to the Plan is the
continued operation of the Debtor's automotive repair shop located
at the Debtor's real property. Additionally, the Debtor intends to
fund administrative expenses from the new value in Class 8, if
applicable.
The Disclosure Statement is available at:
http://bankrupt.com/misc/ganb16-54458-43.pdf
The Plan was filed by the Debtor's counsel:
Cameron M. McCord, Esq.
Leon S. Jones, Esq.
JONES & WALDEN, LLC
21 Eighth Street, NE
Atlanta, Georgia 30309
Tel: (404) 564-9300
E-mail: cmccord@joneswalden.com
ljones@joneswalden.com
Louis & Lane, Inc., is a Georgia for profit corporation founded in
2002. The Debtor is located at 1494 Old Salem Road, Conyers,
Georgia. The Debtor owns and operates an automotive repair shop.
Lane Andrew Walker is the 98% majority owner and the Debtor's
president.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 16-54458) on March 9, 2016. The
Debtor is represented by Cameron M. McCord, Esq., at Jones &
Walden, LLC.
The Debtor estimated its assets and liabilities at between $500,001
and $1 million each.
MARIA FLEURANT: Hearing on Plan Outline Set For Nov. 30
-------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida has scheduled for Nov. 30, 2016, at
11:00 a.m. the hearing to consider Maria F. Fleurant's disclosure
statement referring to the Debtor's plan of reorganization.
Objections to the Disclosure Statement must be filed by Nov. 18,
2016.
Maria F. Fleurant filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 14-25521). The Debtor is represented
by:
Stan Riskin, Esq.
950 South Pine Island Road, No. A-150
Plantation, FL 33324
MARIA ISAZA: Hearing on Plan Outline Set For Dec. 1
---------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida has scheduled for Dec. 1, 2016, at
2:00 p.m. the hearing to consider the approval of Maria V. Isaza's
disclosure statement referring to the Debtor's plan of
reorganization.
The deadline for objections to the Disclosure Statement is Nov. 28,
2016.
As reported by the Troubled Company Reporter on Oct. 13, 2016, the
Debtor filed a Chapter 11 plan that promises unsecured creditors
owed an estimated $466,215 a recovery of 5 cents on the dollar.
According to the Amended Disclosure Statement, the Debtor will make
equal quarterly payments of commencing on the first business day of
the first calendar quarter following the Effective Date of $1,132,
pro rata to each holder of an allowed unsecured claim for the 60
month life of the Plan. The Debtor estimates a pro rata
distribution to Allowed Unsecured Creditors of 5% of total allowed
unsecured claims (total distribution class 5 equal $22,635,
estimated total allowed unsecured claims $466,215).
About Maria V. Isaza
Maria V. Isaza is a licensed real estate agent employed at IRM
International Realty Management. Ms. Isaza and her husband,
Eduardo Orozco, invested heavily in real estate during the booming
real estate market of the early 2000s. In 2006, the real estate
market collapsed and Ms. Isaza's real estate investments declined
in value to below the amount of the mortgages on the individual
properties. Currently Ms. Isaza is not earning separate income
from her real estate agent license.
Maria V. Isaza filed for Chapter 11 bankruptcy to restructure and
salvage her interest in the four remaining properties left after
losing her 785 Allendale Road, Key Biscayne, FL 33149 property in
September 2013 through foreclosure. The four properties remaining
were: her home at Unit 4-1, 881 Ocean Drive, Key Biscayne, FL
33142; duplex at 4147/4149 NW 23rd Court, Miami, FL 33142; duplex
at 1350/1352 NW 53rd Street, Miami, FL 33142, and Unit 1004, 20
Island Avenue, Miami Beach, FL 33139.
Ms. Isaza filed her voluntary Chapter 11 petition (Bankr. S.D.
Fla.
Case No. 13-39644) on Dec. 13, 2013. Gary Murphree, Esq., at AM
LAW serves as the Debtor's bankruptcy counsel.
MEDICAL DEPOT: Fitch Assigns 'B' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has assigned a 'B' Issuer Default Rating (IDR) to
Medical Depot Holdings, Inc. (dba Drive DeVilbiss Healthcare). The
Rating Outlook is Stable.
KEY RATING DRIVERS
Player in Highly Competitive DME Market: While Drive DeVilbiss
Healthcare (DDV) has a leading market position in many of its
product lines, the Durable Medical Equipment (DME) market is highly
competitive, including a large number of competitors of similar or
greater size that compete directly with DDV with similar products.
Despite these competitive pressures, the company has consistently
generated double digit organic growth supplemented with targeted
acquistions since 2009.
High Post-LBO Leverage: Leverage will be high following the
Clayton, Dubilier & Rice (CD&R) transaction and DDV's capital
deployment strategy has historically been fairly aggressive,
specifically with respect to M&A. Over the next 12-24 months,
however, Fitch expects management to focus on de-levering and
realizing operational efficiencies and projects that debt reduction
and EBITDA growth will reduce leverage below 6.0x by the end of
2017. Post initial leverage reduction, Fitch expects debt-funded
acquisitions to remain a key component of the company's business
development strategy.
Historically Challenged Cash Generation: DDV's historically weak
cash flows are a constraint to the ratings. Operational and supply
chain initiatives instituted over the past 12 months, as well as
the addition of new sponsor CD&R's resources, suggest that margin
expansion, improved inventory management, and accompanying cash
generation are possible. DDV's future ability to generate at least
breakeven free cash flow (FCF) is important to maintain ratings at
the current 'B' level.
Favorable Secular Trends: The aging of the global population will
generate increased demand for DDV's product offerings, which are
predominantly mobility aids, beds, respiratory aids, and bath and
safety devices. Each of these products is most often used by
patients aged 65 and older. Fitch expects the aging of the global
population to provide a tailwind to revenues. Growth prospects
should be further bolstered by on ongoing shift toward value-based
products and services and a shift in care toward lower cost
settings, including home health services.
Moderate Reimbursement Risk: A relatively small percentage of DDV's
revenues are indirectly exposed to Medicare reimbursement levels.
DDV's market position as a low cost, "value" provider could further
insulate the company from potential reimbursement cuts and pricing
pressure from private payers.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for DDV include:
-- Revenues grow by a 14.9% compound annual growth rate (CAGR)
from 2016-2019, aided by acquisitions completed in 2015 and
2016 in addition to market share gains and favorable secular
and demographic trends;
-- EBITDA margins expand by over 400 basis points (bps) over
the forecast period, reflecting significant expense savings
stemming from various operational efficiency initiatives
started in late 2015;
-- Gross debt leverage declines to 4.5x by the end of 2019,
reflecting term loan amortization and EBITDA growth and no
debt repayment other than term loan amortization;
-- No acquisitions or shareholder payouts over the forecast
period;
-- Capital expenditures average roughly 1.5% of revenues;
-- Operating cash flows (OCF) and FCF (defined as OCF minus
CAPEX and shareholder dividends) turn positive in 2017 and
remain so throughout the remainder of the forecast period.
RATING SENSITIVITIES
-- Maintenance of DDV's 'B' IDR considers gross debt/EBITDA in
the range of 5.0x-6.0x with positive FCF sufficient to fund
term loan amortization.
-- An upgrade to 'B+' could be warranted by earnings growth and
debt reduction leading to gross debt leverage durably below
5.0x and EBITDA margins of 12% or higher, accompanied by
positive FCF and expectations of these trends continuing.
-- A downgrade would likely be tied to execution problems, lost
market share or significant pricing erosion, leading to
meaningful earnings declines. A shift in strategy leading to
debt leverage expected to be maintained above 6.0x and/or
the expectation for ongoing negative FCF could also
contribute to negative ratings pressure.
SOLID PERFORMANCE DESPITE MEDICARE REIMBURSEMENT PRESSURES
DDV has consistently generated robust organic revenue growth in a
highly competitive industry in which companies often compete with
largely undifferentiated products. Importantly, this growth came
during a period when pricing in the broader DME business has come
under increased pressure, due in part to the roll out of CMS'
competitive bidding program. DDV's strong growth in the face of
this potential headwind is supportive of Fitch's view that the
company's exposure to Medicare reimbursement pressure is moderate,
and also that DDV's position as a low cost supplier allows the
company to benefit from a shift to value-based payment that is
occurring across the healthcare sector.
HISTORICALLY WEAK CASH GENERATION
DDV's history of negative FCF is an important constraint on the
ratings. The company has not been solidly cash generative despite
strong top line growth, generally expanding margins, and light
CAPEX requirements. In recent years cash generation has been
hampered by non-recurring expenses related to acquisitions and
restructuring initiatives. Over a longer period, management's
historical emphasis on growth more-so than operational efficiency
improvement, has led to cost inefficiencies and suboptimal working
capital management.
The company began to address this weakness in late 2015 when it
hired external consultants to analyse its supply chain. The
consultants' recommendations led DDV to upgrade its operations
capabilities and implement a number of initiatives aimed at
realizing expense efficiencies and improving working capital
management. Along with the dissipation of non-recurring expenses,
Fitch expects that the majority of the benefits from these efforts
will begin to flow through results in 2017 and carry forward though
the remainder of the forecast period.
HIGH POST-LBO LEVERAGE
Fitch anticipates that the company will prioritize de-levering
through debt reduction and earnings growth over the next 12-24
months, and that gross debt leverage will fall below 6.0x by the
end of 2017. Longer term, CD&R's concentrated ownership stake does
raise the possibility of aggressive or shareholder friendly
financial policy.
Fitch notes that DDV's approach to capital deployment for business
development purposes has historically been fairly aggressive. DDV
has completed 25 acquisitions over its 16-year operating history,
many of which were debt funded. Fitch expects targeted acquisitions
to remain a part of the company's growth strategy and notes that
the credit facility does provide flexibility to incur additional
debt to fund transaction. However, maintenance of the 'B' rating
will require the company to prioritize leverage reduction in the
near term.
LIQUIDITY
Adequate Liquidity: The company has historically maintained fairly
modest cash balances. Additional liquidity will be provided by a
company's five-year $100 million revolving credit facility that
Fitch expects to be undrawn when the company's planned refinancing
transaction closes.
Cash Flow Generation Poised to Improve: DDV's cash generation has
been pressured in recent years by negative working capital swings
and non-recurring expenses, largely related to acquisition costs
and restructuring and efficiency efforts. Fitch projects DDV's OCF
and FCF to turn positive in 2017, due to margin expansion, absence
of non-recurring expenses, and improved working capital
management.
No Near-Term Debt Maturities: DDV's planned capital structure calls
for only term loan amortization of 1% ($4.1 million) per year until
2023 when the remainder of first lien term Loan is scheduled to
mature.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following ratings with a Stable Rating
Outlook:
Medical Depot Holdings, Inc. (dba Drive DeVilbiss Healthcare)
-- Long-Term IDR 'B';
-- Senior 1st lien secured revolving credit facility 'BB-/RR2';
-- Senior 1st lien secured term loan 'BB-/RR2';
-- Senior 2nd lien secured term loan 'CCC+/RR6'.
The 'BB-/RR2' rating for DDV's 1st lien secured debt reflects
Fitch's expectations for 83% recovery under a hypothetical
bankruptcy scenario. The 'CCC+/RR6' rating on DDV's 2nd lien
secured debt reflects Fitch's expectations for principal recovery
of 0%.
In the U.S. healthcare sector, Fitch consistently uses a
going-concern approach to valuation as opposed to assuming a
liquidation value; intrinsic value is assumed to be greater than
liquidation value for these companies, implying that the most
likely outcome post-default would be reorganization rather than
liquidation.
The going-concern cash flow (measured by EBITDA) estimate assumes
an initial deterioration that provokes a default which is somewhat
offset by corrective actions that would take place during
restructuring. Fitch applied a 7.5x multiple to DDV's post-default
cash flow estimate to estimate a going concern enterprise value
(EV). The 7.5x multiple is based on observation of both recent
transactions/takeout and public market multiples in the durable
medical equipment industry.
Administrative claims are assumed to consume 10%, of going concern
EV, which is a standard assumption in Fitch's recovery analysis.
Also standard in its analysis, Fitch assumes that DDV would fully
draw the $100 million available balance on its bank credit revolver
in a bankruptcy scenario and includes that amount in the claims
waterfall.
MEDICAL DEPOT: S&P Assigns 'B' CCR & Rates 1st-Lien Debt 'B'
------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to Port
Washington, N.Y.-based Medical Depot Holdings Inc. The outlook is
stable.
At the same time, S&P assigned a 'B' issue-level rating and a '3'
recovery rating to Medical Depot's first-lien secured debt. The
'3' recovery rating indicates expectations for meaningful (50%-70%,
at the higher half of the range) recovery in the event of a
default. S&P assigned a 'CCC+' issue-level rating and a '6'
recovery rating to Medical Depot's second-lien secured debt. The
'6' recovery rating indicates expectations for negligible (0%-10%)
in a default.
CD&R Reign Merger Sub Inc. is the borrower of the debt.
"Medical Depot is a global manufacturer of generally very low-tech
medical equipment, includingdurable medical products that support
patient care primarily in the home setting," Elan Nat. "Our
assessment of business risk as vulnerable reflects the company's
limited scale, low margins, and the limited barriers to entry in
this fragmented and commodity-like product market."
The stable rating outlook reflects S&P's expectation that, despite
the pressures from competitive bidding on this industry, revenue
will grow helped by rising demand from the aging population as well
as tuck-in acquisitions. S&P also expects the company will
generate moderate discretionary cash flow, but believe its adjusted
debt leverage will remain above 5x given an appetite for
acquisitions and the financial policy under the financial sponsor
ownership.
S&P could lower the rating if it believes free cash flow (before
the impact of acquisitions) is reduced to negligible levels. In
S&P's view, this could happen if the company encounters problems in
its planned acquisitions, or intensified competition leading to
even a modest decline in revenues, coupled with margin contraction
of about 100 basis points.
It is unlikely that S&P would raise the rating in the next few
years, given the company's ownership by private equity investors
and its somewhat modest scale in a commodity-like product market.
MEDITE CANCER: Sacks Robert McCullough as CFO
---------------------------------------------
The Board of Directors of MEDITE Cancer Diagnostics, Inc. held a
meeting whereby it terminated the employment of Robert F.
McCullough Jr. as chief financial officer, secretary and treasurer
of the Company. As of Nov. 8, 2016, Mr. McCullough remains a
director of the Company. The Company is undertaking a search for
qualified candidates to fill the chief financial officer position.
About MEDITE Cancer Diagnostics
MEDITE Cancer Diagnostics Inc., is a Delaware registered company
consisting of wholly-own MEDITE GmbH a Germany-based company with
its subsidiaries. On April 3, 2014, MEDITE was acquired by former
CytoCore, Inc. a biomolecular diagnostics company engaged in the
design, development, and commercialization of cost-effective cancer
screening systems and Biomarkers to assist in the early detection
of cancer. By acquiring MEDITE the company changed from solely
research operations to an operating company with a well-developed
infrastructure, 78 employees in four countries, a distribution
network to about 70 countries worldwide, a well-known and
established brand name and a wide range of products for anatomic
pathology, histology and cytology laboratories.
Medite reported a net loss available to common stockholders of
$937,000 for the year ended Dec. 31, 2015, compared to a net loss
available to common stockholders of $808,000 for the year ended
Dec. 31, 2014.
As of June 30, 2016, the Company had $18.73 million in total
assets, $9.84 million in total liabilities and $8.89 million in
total stockholders' equity.
"At June 30, 2016, the Company's cash balance was $145,000 and its
operating losses for the year ended December 31, 2015 and for the
six months ended June 30, 2016 have used most of the Company's
liquid assets and the negative working capital has grown by
approximately $.9 million from December 31, 2015 to June 30, 2016.
Consequently, there is substantial doubt about our ability to
continue as a going concern. The Company believes some portion of
the liabilities with employees will be settled in stock," the
Company said in its quarterly report for the period ended June 30,
2016.
MERCURY SIGNS: Unsecureds To Recoup 75% Over 60 Months Under Plan
-----------------------------------------------------------------
Mercury Signs & Display, Ltd., filed with the U.S. Bankruptcy Court
for the Southern District of Texas a disclosure statement referring
to the Debtor's plan of reorganization.
The General Unsecured Creditors will be paid 75% of their claims
with no interest in monthly payments over 60 months with the first
payment being due on the 15th day of the first month following 60
days after the Effective Date of the Plan.
Payments and distributions under the Plan will be funded by
ordinary business income. As to a default under the Plan, any
creditor remedies allowed will be preserved to the extent otherwise
available at law. In addition to any rights specifically provided
to a claimant treated pursuant to the Plan, a failure by the
Reorganized Debtor to make a payment to a creditor pursuant to the
terms of the Plan will be an event of default as to the payments if
the payment is not cured within 30 days after service of a written
notice of default from the creditor, then the creditor may exercise
any and all rights and remedies under applicable non-bankruptcy law
to collect the claims or seek relief as may be appropriate in the
U.S. Bankruptcy Court.
The Disclosure Statement is available at:
http://bankrupt.com/misc/txsb16-30906-88.pdf
About Mercury Signs
Headquartered in Houston, Texas, Mercury Signs & Display, Ltd.,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case
No. 16-30906) on Feb. 23, 2016, listing $817,790 in total assets
and $772,558 in total liabilities. The petition was signed by
Travis S. Hoffart & Ted Hoffart, Jr., managing members of GPs.
Judge Jeff Bohm presides over the case.
Margaret Maxwell McClure, Esq., at the Law Office of Margaret M.
McClure serves as the Debtor's bankruptcy counsel.
METABOLIX INC: Posts $4.02 Million Net Income for Third Quarter
---------------------------------------------------------------
Metabolix, Inc. reported net income of $4.02 million on $473,000 of
total revenue for the three months ended Sept. 30, 2016, compared
to a net loss of $5.84 million on $327,000 of total revenue for the
same period in 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $5.67 million on $818,000 of total revenue compared to
a net loss of $17.76 million on $1.24 million of total revenue for
the nine months ended Sept. 30, 2015.
As of Sept. 30, 2016, Metabolix had $13.52 million in total assets,
$4.94 million in total liabilities, and $8.57 million in total
stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/1ouN1h
About Metabolix
Metabolix, Inc. is implementing a strategic plan under which the
Company has wound down its legacy PHA biopolymer business and
Yield10 Bioscience will become its core business, with a focus on
developing disruptive technologies for step-change improvements in
crop yield. Yield10 is leveraging Metabolix's extensive track
record of innovation based around optimizing the flow of carbon
intermediates in living systems. Yield10 is working on new
approaches to improve fundamental elements of plant metabolism
through enhanced photosynthetic efficiency and directed carbon
utilization. Yield10 is advancing several yield traits in
development in crops such as camelina, canola, soybean and corn.
The Company is based in Woburn, Mass.
Metabolix reported a net loss of $23.68 million in 2015, a net loss
of $29.53 million in 2014 and a net loss of $30.50 million in
2013.
PricewaterhouseCoopers LLP, in Boston, Massachusetts, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has suffered recurring losses from operations and has
insufficient capital resources, which raises substantial doubt
about its ability to continue as a going concern.
MICHAEL A. GRAL: Michael Dubis Named Ch. 11 Examiner
----------------------------------------------------
Patrick S. Layng, the United States Trustee for the Eastern
District of Wisconsin, appointed Michael F. Dubis, Esq., of Michael
F. Dubis SC, to serve as Chapter 11 Examiner for Michael A. Gral.
The Troubled Company Reporter, on Sept. 16, 2016, reported that the
Debtor filed a motion asking the United States Bankruptcy Court for
the Eastern District of Wisconsin to enter an order appointing
Thomas Shriner as Chapter 11 examiner for the specific and limited
purpose of evaluating certain claims and potential claims of the
bankruptcy estate.
The Debtor tells the Court that Mr. Shriner of Foley & Lardner LLP
possesses all of the necessary qualifications, and encourages the
U.S. Trustee to appoint Mr. Shriner as examiner.
The Debtor relates that it was one of the 33 co-defendants in
litigation filed by Bielinski Bros. Builders, Inc., where the
Plaintiffs alleged numerous claims and causes of actions,
including
fraudulent transfers, alter ego, veil piercing, reverse veil
piercing, and conspiracy to defraud.
The Debtor has negotiated a settlement of the estate's claims
against the Non-Debtor Defendants. The Debtor says the Court
believes that the Plaintiffs and/or the committee of unsecured
creditors will object to the Motion to Compromise and will attack
the proposed settlement.
Michael F. Dubis can be reached at:
Michael F. Dubis
208 E. Main Street
Waterford, WI 53185
Tel.: 262-534-6950
Email: mdubis@tds.net
About Michael A. Gral
Michael A. Gral sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D Wis. Case No. 16-21329) on February
20,
2016.
The Office of the U.S. Trustee on July 1 appointed three creditors
of Michael Gral to serve on the official committee of unsecured
creditors.
MILESTONE SCIENTIFIC: Incurs $1.83-Mil. Net Loss in Third Quarter
-----------------------------------------------------------------
Milestone Scientific, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.83 million on $3.18 million of net product sales for the
three months ended Sept. 30, 2016, compared to a net loss of $1.57
million on $2.45 million of net products sales for the three months
ended Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $5.32 million on $8.97 million of net products sales
compared to a net loss of $4.12 million on $6.99 million of net
product sales for the same period a year ago.
As of Sept. 30, 2016, the Company had $11.61 million in total
assets, $4.39 million in total liabilities, all current, and $7.22
million in total equity.
At Sept. 30, 2016, Milestone Scientific had cash and cash
equivalents of approximately $2.3 million, total current assets of
approximately $10.7 million and working capital of approximately
$6.3 million. The Company believes that its cash on hand and the
anticipated revenues from the dental business will be sufficient to
operate its ongoing business for at least the next 12 months.
Milestone Scientific continues to take positive steps to maintain
adequate inventory levels and advances on contracts to maintain
available inventory to meet the Company's domestic and
international sales requirements. Cash flows from operating
activities for the nine months ended Sept. 30, 2016, and 2015 were
approximately a negative $4.1 million and $3.7 million,
respectively.
Milestone Scientific has incurred annual operating losses and
negative cash flows from operating activities since its inception,
except for the year ended Dec. 31, 2013. Milestone Scientific is
actively pursuing the generation of positive cash flows from
operating activities through increases in revenues based upon
management's assessment of present contracts, and current
negotiations and reductions in operating expenses. The
consolidation of Milestone Medical in December 2015 and the lack of
capital raising activities by Milestone Medical created a unique
situation for Milestone Scientific. Milestone Scientific is not
obligated to continue its financial support of Milestone Medical,
but FDA clearance for Milestone Medical's 510K FDA clearance is
expected in 2017. Milestone Scientific expects that clearance to
commercialize the epidural and intra articular instruments in 2017
will improve the capital raising opportunities and financial
condition of the Company.
Milestone Scientific believes that the new exclusive distribution
agreement with Henry Schein, the world's largest supplier of
medical, dental and veterinary supplies and devices, will improve
our dental revenues in the upcoming 12 months. To further reduce
Milestone Scientific's expenditures, Milestone Medical expenses
related to FDA clearance for the epidural and intra-articular
instruments can be controlled as required to meet Milestone
Scientific's budget. By limiting the FDA related expenses and
increasing the dental instrument revenue through the new
distribution agreement and performing a detailed cash flow
projection of the consolidated company and its subsidiaries,
management believes that Milestone Scientific will have sufficient
cash reserves to meet all of its anticipated obligations over the
next twelve months.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/wRrcMD
About Milestone Scientific
Livingston, N.J.-based Milestone Scientific Inc. is engaged in
pioneering proprietary, innovative, computer-controlled injection
technologies and solutions for the medical and dental markets.
Milestone Scientific reported a net loss attributable to the
Company of $5.46 million on $9.49 million of net product sales for
the year ended Dec. 31, 2015, compared to a net loss attributable
to the Company of $1.70 million on $10.33 million of net product
sales for the year ended Dec. 31, 2014.
MOLYCORP MINERALS: U.S. Trustee Disbands Creditors' Committee
-------------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on Nov. 9, disbanded
the official committee of unsecured creditors in the Chapter 11
cases of Molycorp Minerals, LLC, and its affiliates.
The move came following the resignation of these committee members:
Wilmington Savings Fund Society FSB, MP Environmental Services
Inc., Computershare Trust Company of Canada, Veolia Water North
America Operating Services LLC, Delaware Trust Company, Wazee
Street Capital Management, Plymouth Lane Partners (Master) LP, and
United Steelworkers.
About Molycorp Inc. and Molycorp Minerals
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 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 retained investment banking firm Miller Buckfire & Co. and
financial advisory firm AlixPartners, LLP. Jones Day and Young,
Conaway, Stargatt & Taylor LLP served 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.
On Aug. 31, 2016, Molycorp reported that its confirmed Fourth
Joint Amended Plan became effective as of that date. Molycorp
emerged from Chapter 11 protection as a newly reorganized business,
now known as Neo Performance Materials.
MRI INTERVENTIONS: Incurs $2.56 Million Net Loss in Third Quarter
-----------------------------------------------------------------
MRI Interventions, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.56 million on $1.61 million of total revenues for the three
months ended Sept. 30, 2016, compared to a net loss of $245,399 on
$1.24 million of total revenues for the three months ended Sept.
30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $6.38 million on $4.11 million of total revenues
compared to a net loss of $7.25 million on $3.08 million of total
revenues for the nine months ended Sept. 30, 2015.
As of Sept. 30, 2016, MRI Interventions had $9.01 million in total
assets, $8.43 million in total liabilities, and $574,585 in total
stockholders' equity.
"The cumulative net loss from the Company's inception through
September 30, 2016 was approximately $92 million. Net cash used in
operations was $4.7 million and $7.3 million for the nine months
ended September 30, 2016 and 2015, respectively. Since inception,
the Company has financed its operations principally from the sale
of equity securities, the issuance of notes payable and license
arrangements. Recent financing activities consist of: (i) a
September 2016 private placement of equity, which resulted in net
cash proceeds of $3.8 million and the conversion of $1.75 million
in debt; (ii) a December 2015 private placement of equity, which
resulted in net cash proceeds of $4.7 million; (iii) a December
2014 private placement of equity, which resulted in net cash
proceeds of $9.4 million; and (iv) a March 2014 private placement
of debt and warrants, which resulted in net cash proceeds of $3.5
million.
The Company's plans for the next twelve months reflect management's
anticipation of increases in revenues from sales of the ClearPoint
system and related disposable products as a result of greater
utilization at existing installed sites and the installation of the
ClearPoint system at new sites. Management also anticipates
maintaining recurring operating expenses at historical levels, with
expected decreases in general and administrative expenses resulting
primarily from the 2015 operational restructuring...being offset by
increases in selling and marketing expenses associated with the
anticipated growth in revenues. However, there is no assurance
that the Company will be able to achieve its anticipated results,
and even in the event such results are achieved, the Company
expects to continue to consume cash in its operations over at least
the next twelve months.
As a result of the foregoing, the Company believes it will be
necessary to seek additional financing from the sale of equity or
debt securities, which would result in dilution to the Company's
current stockholders, the establishment of a credit facility, or
the entry into an agreement with a strategic partner of some other
form of collaborative relationship. There is no assurance,
however, that the Company will be able to obtain such additional
financing on commercially reasonable terms, if at all, and there is
no assurance that any additional financing that the Company does
obtain will be sufficient to meet its needs. If the Company is not
able to obtain the additional financing on a timely basis, the
Company may be unable to achieve its anticipated results, and the
Company may not be able to meet its other obligations as they
become due. As such, there is substantial doubt as to the
Company's ability to continue as a going concern.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/M4GGoO
About MRI Interventions
Based in Irvine, Calif., MRI Interventions, Inc., is a medical
device company. The Company develops and commercializes platforms
for performing minimally invasive surgical procedures in the brain
and heart under direct, intra-procedural magnetic resonance imaging
(MRI) guidance. It has two product platforms: ClearPoint system,
which is used to perform minimally invasive surgical procedures in
the brain and ClearTrace system, which is under development, to be
used to perform minimally invasive surgical procedures in the
heart.
MRI Interventions reported a net loss of $8.44 million in 2015
following a net loss of $4.52 million in 2014.
Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company incurred net
losses during the years ended Dec. 31, 2015, and 2014 of
approximately $8.4 million and $4.5 million, respectively.
Additionally, the stockholders' deficit at December 31, 2015 was
approximately $2 million. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
NAKED BRAND: Issues $112,000 Convertible Notes to Directors
-----------------------------------------------------------
Naked Brand Group Inc. entered into a subscription agreement with
David Hochman and Andrew Kaplan, members of the Company's board of
directors, pursuant to which Messrs. Hochman and Kaplan each
purchased and the Company issued a convertible promissory note in
the initial principal amount of $12,000 and $100,000, respectively.
Each Note was issued and sold for cash at a purchase price equal to
100% of its principal amount in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended, and/or Rule 506 of Regulation D promulgated
thereunder. As previously disclosed, the Company issued a Note on
Oct. 21, 2016, in the amount of $112,000, and the Company may, from
time to time, sell additional Notes in the same series.
The Notes will bear interest at a rate of 9% per annum payable upon
the earliest to occur of (i) the liquidation and dissolution of the
Company pursuant to a plan of complete liquidation or (ii) Dec. 31,
2017, unless earlier converted, redeemed or repurchased. The Notes
constitute a general unsubordinated obligation of the Company and
are guaranteed by the Company.
In the event the Company consummates an equity financing resulting
in gross proceeds to the Company of at least $1,000,000, excluding
the proceeds to the Company from the purchase of the Notes, the
entire unpaid principal amount of the Notes and all accrued unpaid
interest thereon will automatically convert, at the initial closing
of such financing, into equity securities issued at the price per
security issued in such Qualified Financing and on the same terms
and conditions that apply to the Qualified Financing Securities.
In the event the Company consummates an equity financing that is
not a Qualified Financing, then the holder of the Notes may, in its
sole discretion, convert the Outstanding Balance at the initial
closing of such Subsequent Financing into the equity securities
issued at the Conversion Price and on the same terms and conditions
that apply to the securities issued in such Subsequent Financing.
In the event of a "Sale Transaction", the Outstanding Balance will
automatically convert, with no further action by the holder of the
Notes, into shares of the Company's common stock at a conversion
price that is equal to the enterprise value of the Company, as
established by the consideration payable in the Sale Transaction,
so as to permit the holder to receive the cash, securities or other
property to which the holder would be entitled in the Sale
Transaction on account of the holder's ownership of the shares of
common stock.
The Notes are subject to customary events of default, upon the
occurrence of which all payments on the Notes may become
immediately due.
As a condition to the issuance of any shares of common stock or
other securities of the Company upon conversion of the Notes, the
holders must become a party to such other agreements and
instruments, as reasonably requested by the Company.
In addition, on Nov. 7, 2016, the Company issued a promissory note
to an accredited investor in exchange for $100,000 in cash. The
promissory note accrues interest at the rate of ten percent per
annum and matures on the earlier to occur of (i) May 7, 2017, or
(ii) the date of the closing date of an Equity Financing (as
defined in the promissory note). In the event the Company fails to
pay the principal amount plus accrued but unpaid interest on the
maturity date and does not cure such failure to pay within ten
business days, then the interest rate shall automatically increase
to 13%.
About Naked Brand
Naked Brand Group Inc. designs, manufactures, and sells men's
innerwear and lounge apparel products in the United States and
Canada. It offers various innerwear products, including trunks,
briefs, boxer briefs, undershirts, T-shirts, and lounge pants
under the Naked brand, as well as under the NKD sub-brand for men.
The company sells its products to consumers and retailers through
wholesale relationships and direct-to-consumer channel, which
consists of an online e-commerce store, thenakedshop.com. Naked
Brand Group Inc. is based in New York, New York.
Naked Brand reported a net loss of US$19.06 million on US$1.38
million of net sales for the year ended Jan. 31, 2016, compared to
a net loss of US$21.07 million on US$557,000 of net sales for the
year ended Jan. 31, 2015.
As of July 31, 2016, Naked Brand had US$2.99 million in total
assets, US$1.44 million in total liabilities and US$1.55 million in
total stockholders' equity.
BDO USA, LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Jan. 31, 2016, noting that the Company incurred a net loss of
$19,063,399 for the year ended Jan. 31, 2016, and the Company
expects to incur further losses in the development of its business.
This condition raises substantial doubt about the Company's
ability to continue as a going concern.
NAS HOLDINGS: Court Terminates Services of Ch. 11 Examiner
----------------------------------------------------------
Judge Catharine Aron of the U.S. Bankruptcy Court for the Middle
District of North Carolina entered an order terminating the
services of Bert Davis, the Chapter 11 Examiner for NAS Holdings,
Inc., without prejudice.
The Court noted that the Chapter 11 Examiner has fulfilled his
duties and is no longer needed. The Examiner shall have until
December 5, 2016 to file his final fee application. The Order is
without prejudice to the Court's reappointment of an Examiner in
the case.
About NAS Holdings
NAS Holdings, Inc., sought chapter 11 protection (Bankr. M.D.N.C.
Case No. 16-50346) on April 1, 2016. The petition was signed by
Neeket Vadgama, vice president. The Debtor is represented by
Kenneth Love, Esq., at Love and Dillenbeck Law, PLLC. The case is
assigned to Judge Catharine R. Aron. The Debtor estimated assets
of $500,000 to $1 million and debt of $1 million to $10 million.
The Debtor is a holding company, running three franchises of Brixx
Wood Fired Pizza in Greensboro and Winston Salem, North Carolina
and in Marietta, Georgia.
The Bankruptcy Administrator was unable to form a creditors'
committee in the Debtor's chapter 11 cases.
Judge Catharine Aron of the U.S. Bankruptcy Court for the Middle
District of North Carolina on May 31 appointed Bert Davis, Jr.,
CPA
of Greensboro, North Carolina, as examiner in the company's
bankruptcy case.
NAVIDEA BIOPHARMACEUTICALS: Incurs $59.5K Net Loss in Q3
--------------------------------------------------------
Navidea Biopharmaceuticals, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $59,536 on $8.49 million of total revenue for the three
months ended Sept. 30, 2016, compared to a net loss of $8.07
million on $3.97 million of total revenue for the same period a
year ago.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $10.42 million on $18.61 million of total revenue
compared to a net loss of $25.05 million on $8.95 million of total
revenue for the nine months ended Sept. 30, 2015.
As of Sept. 30, 2016, Navidea had $11.18 million in total assets,
$74.96 million in total liabilities and a total stockholders'
deficit of $63.77 million.
Cash balances decreased to $810,000 at Sept. 30, 2016, from $7.2
million at Dec. 31, 2015. The net decrease was primarily due to
$4.1 million cash withdrawn by CRG for collection fees, prepayment
premium and a backend facility fee, and $3.5 million restricted
cash in a pledged collateral account over which CRG has control and
a court escrow account, offset by $1.3 million provided by
operations.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/eEV1lG
About Navidea
Navidea Biopharmaceuticals, Inc. is a biopharmaceutical company
focused on the development and commercialization of precision
immunodiagnostic agents and immunotherapeutics. Navidea is
developing multiple precision-targeted products based on our
Manocept platform to help identify the sites and pathways of
undetected disease and enable better diagnostic accuracy, clinical
decision-making, targeted treatment and, ultimately, patient care.
Navidea reported a net loss of $27.56 million in 2015, a net loss
of $35.72 million in 2014 and a net loss of $42.69 million in 2013.
NET ELEMENT: Opts to Swap $100,000 for 98,040 Common Shares
-----------------------------------------------------------
Net Element, Inc., opted to exchange a tranche in the aggregate
amount of $100,000 for 98,040 shares of the Company common stock
based on the "exchange price" of $1.02 per share for this tranche
pursuant to the Master Exchange Agreement, with Crede CG III, Ltd.
Those shares of common stock of the Company were issued to Crede
under an exemption from the registration requirements of the
Securities Act of 1933, as amended, in reliance upon Section
3(a)(9) of the Securities Act.
About Net Element
Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.
Net Element reported a net loss of $13.3 million on $40.2 million
of total revenues for the year ended Dec. 31, 2015, compared to a
net loss of $10.2 million on $21.4 million of total revenues for
the year ended Dec. 31, 2014.
As of March 31, 2016, Net Element had $21.6 million in total
assets, $14.1 million in total liabilities and $7.55 million in
total stockholders' equity.
Daszkal Bolton LLP, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has sustained
recurring losses from operations and has working capital and
accumulated deficits that raise substantial doubt about its ability
to continue as a going concern.
NEW JERSEY HEADWEAR: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: New Jersey Headwear Corp.
305 3rd Avenue, West #5
Newark, NJ 07107
Tel: 973-854-2099
Case No.: 16-31777
Chapter 11 Petition Date: November 14, 2016
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Judge: Hon. Stacey L. Meisel
Debtor's Counsel: William S. Katchen, Esq.
LAW OFFICES OF WILLIAM S. KATCHEN, LLC
210 Park Avenue, Suite 301
Florham Park, NJ 07932
Tel: 973-635-6300
Fax: 973-635-6363
E-mail: wkatchen@wskatchen.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mitchell Cahn, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/njb16-31777.pdf
NINE PIECES: Unsecureds To Get $100 Per Quarter Over 10 Yrs.
------------------------------------------------------------
Nine Pieces Of Eight LLC filed with the U.S. Bankruptcy Court for
the District of Arizona a disclosure statement with respect to the
Debtor's plan of reorganization dated Nov. 2, 2016.
Under the Plan, Class 6 General Unsecured Claims are impaired.
Class 6 will be paid a dividend over a period of 10 years following
the Effective Date in equal quarterly payments in the amount of
$100 per quarter starting the first day of the first full month
following the Effective Date. Class 5 consists of all allowed
claims scheduled or filed against the Debtor that are not secured
and do not have statutory priority, including any unsecured portion
of an otherwise secured claim. Each holder of an allowed general
Unsecured Claim against the Debtor will receive its pro rata share
of semi-annual payments from the Debtor.
The Plan will be funded by (1) the operation of Debtor's business
and the future income generated in the ordinary course of business,
(2) the payment of money from Robert Stephen Darcangelo's mother,
Ginger Rodgers, within thirty (30) days of the Effective Date to
satisfy any and all outstanding administrative claims in this
matter.
The Disclosure Statement is available at:
http://bankrupt.com/misc/azb16-02260-107.pdf
The Plan was filed by the Debtor's counsel:
Charles R. Hyde
THE LAW OFFICE OF C.R. HYDE, PLC
ATTORNEY AT LAW
325 W. Franklin, Suite 103
Tucson, AZ 85715
Tel: (520) 270-1110
E-mail: crhyde@gmail.com
Nine Pieces Of Eight LLC is a restaurant and bar doing business as
Dakota Bar & Grill on "Restaurant Row" in Tucson, Arizona. The
Debtor's primary business is as a restaurant providing food and
secondarily as a catering.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 16-02260) on March 8, 2016. The
Debtor is represented by Charles R. Hyde, Esq., at Law Offices of
C.R. Hyde.
NJOY INC: Awaits Court Approval of $30M Sale to Homewood
--------------------------------------------------------
NJOY, Inc., is seeking bankruptcy court approval to sell its
business to Homewood NJOY Acquisition, LLC, the successful bidder
at an auction held earlier this month.
A hearing to approve the sale was slated for Nov. 9, 2016.
Pursuant to the order approving guidelines for the sale, the Debtor
was expected to close the sale by Nov. 15.
The aggregate consideration to be paid by the Purchaser consists
of:
(a) a cash amount equal to:
(i) the total amount of fees and expenses owed to
CohnReznick Capital Markets Securities LLC, of approximately
$312,500, pursuant to the retention agreement approved by the
Bankruptcy Court on October 7, 2016, and the Bid Procedures Order
payable by the Purchaser to CohnReznick Capital Markets Securities
LLC at Closing by wire transfer or immediately available funds,
plus
(ii) the amount of the Seller's obligations outstanding
under the DIP Facility, payable by Purchaser to Seller at Closing
by wire transfer or immediately available funds, plus
(iii) $250,000 to the Seller for the benefit of the
Seller's general bankruptcy estate;
(b) the Credit Bid of $29,515,060, representing the Second
Lien Claims and the Junior Term Loans, all of which will be
released and discharged upon Closing;
(c) assumption of the Senior Term Loans; and
(d) assumption of certain liabilities.
Homewood's initial offer consisted of:
(a) a cash amount equal to (i) $300,000, plus (ii) the amount
of the Seller's obligations outstanding under a DIP Facility,
payable by the Purchaser to the Seller at Closing by wire transfer
or immediately available funds;
(b) the Credit Bid of $29,515,060, representing the Second
Lien Claims and the Junior Term Loans, all of which will be
released and discharged upon Closing;
(c) assumption of the Senior Term Loans (as defined in the
First Lien Credit Agreement); and
(d) assumption of certain liabilities.
According to Jeffrey Manning, Managing Director of CohnReznick Cap
Markets, the Debtor's investment bankers, the auction was conducted
on Nov. 2 at the offices of Outterbourg P.C. in New York. The firm
serves as counsel to NJOY's DIP Lenders. The auction ended at
11:22 p.m. and a combined bid from Homewood Capital and CGP Sottera
emerged as winner. The Saadia Group was declared backup bidder.
Matt Chiappardi, writing for Bankruptcy Law360, noted that Douglas
Teitelbaum and his Homewood Capital investment firm are an early
investor in the e-cigarette company.
FLFC Lending Co. as DIP Lender and Administrative and Collateral
Agent, has filed a Limited Objection and Reservation of Rights with
respect to the sale. The Official Committee of Unsecured Creditors
also has filed its Reservation of Rights to the Sale Motion.
Summit Warehouse & Logistics, LLC; the United States, on behalf of
its Department of Health and Human Services, National Institute of
Health; Oracle America, Inc.; DirectWeb Administrative Services LLC
d/b/a Genius Avenue; and McLane Company filed objections to the
sale.
At the Nov. 9 hearing, the Debtor informed the Court that Summit
Warehouse, NIH, Oracle, the Committee, DirectWeb, McLane, and FLFC
would enter into a revised form of the Sale order.
A copy of the revised sale order is available at:
http://bankrupt.com/misc/deb16-12076-0257.pdf
A copy of the Asset Purchase Agreement dated Nov. 11 is available
at:
http://bankrupt.com/misc/deb16-12076-0255.pdf
Homewood can be reached at:
Douglas Teitelbaum
Homewood NJOY Acquisition, LLC
641 Fifth Avenue, #PH4
New York, NY 10022
Phone: (631) 220-5555
E-mail: douglas@homewoodcap.com
Homewood is represented by:
David L. Eaton, Esq.
Michael Chu, Esq.
Kirkland & Ellis LLP
300 N. LaSalle
Chicago, IL 60654
Phone: (312) 862-2000
E-mail: david.eaton@kirkland.com
michael.chu@kirkland.com
CohnReznick may be reached at:
Jeffrey Manning, Managing Director
CohnReznick Cap Markets
500 East Pratt Street, Suite 200
Baltimore, MD 21202
Counsel to FLFC Lending Co. as Agent and DIP Lender:
Curtis S. Miller, Esq.
Andrew J. Roth-Moore, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 North Market Street, 16th Floor
Wilmington, DE 19899-1347
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
- and -
Daniel F. Fiorillo, Esq.
Chad B. Simon, Esq.
OTTERBOURG P.C.
230 Park Avenue
New York, NY 10169
Telephone: (212) 661-9100
Facsimile: (212) 682-6104
About NJoy Inc.
Headquartered in Scottsdale, Arizona, NJOY sells e-cigarettes and
vaping products to wholesalers, distributors and retailers. The
Company was the first major ENDS company to offer products across
all form factors: disposable and rechargeable cigalikes, open
system e-liquids and vaping devices, and advanced closed system
e-liquids. The Debtor has no in-house manufacturing capabilities.
Its hardware is sourced from two major suppliers in China. The
Debtor sources e-liquids from facilities based in the United
States. As of Sept. 9, 2016, the Debtor had a total of 15
employees.
NJOY filed a voluntary petition under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 16-12076) on Sept. 16, 2016. The
case
is assigned to the Hon. Christopher S. Sontchi. The petition was
signed by Jeffrey Weiss, general counsel and interim president.
NJOY has hired Gellert Scali Busenkell & Brown, LLC as counsel,
Sierraconstellation Partners, LLC as financial advisor,
Cohnreznick Capital Markets Securities Investment LLC as
investment
banker.
An official committee of unsecured creditors has tapped Fox
Rothschild LLP as counsel.
NORTEL NETWORKS: Balks at PBGC's $700-Mil. Revised Claim
--------------------------------------------------------
Matt Chiappardi, writing for Bankruptcy Law360, reported that
Nortel Networks objected to the U.S. Pension Benefit Guaranty
Corp.'s $700 million claim on the bankrupt telecom's estate, saying
the "supersize" amount was thwarting the long-anticipated
resolution of the debtor's $7.3 billion allocation fight. Nortel
told the Delaware bankruptcy court that the PBGC's "ambush"
amendment to its original claim came five years after the 2009 bar
date and was an attempt to increase its original claim by more than
$100 million without giving the court proper notice.
About Nortel Networks
Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications. Nortel did
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.
On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced
a proceeding with the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act (Canada) seeking relief from
their creditors. Ernst & Young was appointed to serve as monitor
and foreign representative of the Canadian Nortel Group. That
same
day, the Monitor sought recognition of the CCAA Proceedings in
U.S.
Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter
15 of the U.S. Bankruptcy Code.
That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).
In addition, the High Court of England and Wales placed 19 of
NNI's
European affiliates into administration under the control of
individuals from Ernst & Young LLP. Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.
On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A. On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court
for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.
U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.
In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York,
serve as the U.S. Debtors' general bankruptcy counsel; Derek C.
Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, serves as Delaware counsel. The Chapter 11 Debtors'
other professionals are Lazard Freres & Co. LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims and notice
agent.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.
An ad hoc group of bondholders also was organized. An Official
Committee of Retired Employees and the Official Committee of
Long-Term Disability Participants tapped Alvarez & Marsal
Healthcare Industry Group as financial advisor. The Retiree
Committee is represented by McCarter & English LLP as Delaware
counsel, and Togut Segal & Segal serves as the Retiree Committee.
The Committee retained Alvarez & Marsal Healthcare Industry Group
as financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.
Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.
As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion. The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.
Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers. Nortel has collected roughly $9 billion for
distribution to creditors. Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation. The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction. The
deal closed in July 2011.
Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court. The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.
The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014. The question of
how to divide $7.3 billion raised in the international bankruptcy
of Nortel Networks Corp. was answered on May 12, 2015, by two
judges, one in the U.S. and one in Canada.
According to The Wall Street Journal, Justice Frank Newbould of
the
Ontario Superior Court of Justice in Toronto and Judge Kevin Gross
of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the
outcome: a modified pro rata split of the money.
NORTHERN OIL: Had $45.6 Million Net Loss in Third Quarter
---------------------------------------------------------
Northern Oil and Gas, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $45.61 million on $45.10 million of total revenues for the three
months ended Sept. 30, 2016, compared with a net loss of $323.2
million on $101.2 million of total revenues for the same period a
year ago.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $281.2 million on $109.0 million of total revenues
compared to a net loss of $803.0 million on $218.1 million of total
revenues for the nine months ended Sept. 30, 2015.
As of Sept. 30, 2016, Northern Oil had $410.4 million in total
assets, $886.4 million in total liabilities, and a total
stockholders' deficit of $476.1 million.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/cfVU8y
About Northern Oil
Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an
exploration and production company with a core area of focus in the
Williston Basin Bakken and Three Forks play in North Dakota and
Montana.
Northern Oil reported a net loss of $975 million in 2015 following
net income of $164 million in 2014.
* * *
As reported by the TCR on Sept. 1, 2016, S&P Global Ratings lowered
its corporate credit rating on U.S.-based oil and gas E&P company
Northern Oil and Gas Inc. to 'CCC' from 'CCC+'. The outlook is
negative. "The downgrade follows the announcement by the company
that it has retained financial advisors Tudor, Pickering, Holt &
Co. to help it review strategic alternatives," said S&P Global
Ratings credit analyst Brian Garcia. "We believe this increases
the likelihood the company could engage in a transaction we would
view as a distressed exchange, where holders of the company's
unsecured debt could receive less than the promised value," he
added. As reported by the TCR on March 24, 2016, Moody's Investors
Service downgraded Northern Oil and Gas, Inc's Corporate Family
Rating to Caa2 from B3, Probability of Default Rating to Caa2-PD
from B3-PD, and the ratings on its senior unsecured notes to Caa3
from Caa1. At the same time, Moody's lowered the Speculative Grade
Liquidity (SGL) rating to SGL-4 from SGL-3. This concludes the
ratings review commenced on Jan. 21, 2016. The ratings outlook is
negative.
"Weak oil and natural gas prices will diminish NOG's cash flows in
2017, when it no longer benefits from commodity price hedges,"
stated James Wilkins, a Moody's vice president. "Leverage will
increase sharply and credit metrics will deteriorate."
NORTHERN OIL: S&P Raises Rating on Sr. Unsecured Notes to 'CCC-'
----------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on U.S.–based
oil and gas exploration and production company Northern Oil and Gas
Inc.'s senior unsecured notes to 'CCC-' from 'CC', and revised the
recovery rating to '5' from '6'. The '5' recovery rating indicates
S&P's expectation of modest (10%-30%; upper half of the range)
recovery for creditors in the event of a payment default.
In November 2016, the company's lenders reaffirmed the $350 million
borrowing base and commitment on Northern's reserve-based loan
(RBL) facility. The PV-10 value of the company's proved reserves
has increased meaningfully over the past three quarters.
RECOVERY ANALYSIS
-- S&P's analysis incorporates Northern's reaffirmed
$350 million borrowing base and elected commitment on the
RBL facility.
-- S&P's simulated default scenario for Northern contemplates a
sustained period of weak crude oil and North American
natural gas prices, consistent with past defaults in this
sector.
-- S&P based its valuation on a company-provided PV-10 report,
using third quarter 2016 proven reserves evaluated at S&P's
recovery price deck assumptions of $50 per barrel for West
Texas Intermediate (WTI) crude oil, $3.00 per million
British thermal unit for Henry Hub natural gas, and natural
gas liquids (NGLs) at the company's historical 12-month
realization to WTI.
Simulated default assumptions:
-- Simulated year of default: 2017
Simplified waterfall:
-- Net estimated valuation (after 5% administrative costs):
$565 million
-- Valuation split in % (obligors/nonobligors): 100/0
-- Collateral value available to first-priority secured
creditors: $565 million
-- Secured first-lien debt claims: $360 million
-- Recovery expectations: Not applicable
-- Value available to repay senior unsecured claims:
$205 million
-- Senior unsecured debt claims: $730 million
-- Recovery expectations: 10% to 30% (upper half of the range)
Note: All debt amounts include six months of prepetition interest.
RATINGS LIST
Northern Oil and Gas Inc.
Corporate credit rating CCC/Negative/--
Issue-Level Rating Raised; Recovery Rating Revised
To From
Northern Oil and Gas Inc.
Senior Unsecured CCC- CC
Recovery Rating 5H 6
OMEROS CORP: Incurs $14.0 Million Net Loss in Third Quarter
-----------------------------------------------------------
Omeros Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $13.96 million on $11.28 million of total revenue for the three
months ended Sept. 30, 2016, compared to a net loss of $19.92
million on $3.25 million of total revenue for the three months
ended Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $47.11 million on $28.71 million of total revenue
compared to a net loss of $55.27 million on $6.83 million of total
revenue for the nine months ended Sept. 30, 2015.
As of Sept. 30, 2016, Omeros had $72.76 million in total assets,
$95.53 million in total liabilities and a total shareholders'
deficit of $22.77 million.
"Omeros' achievements this quarter underscore the breadth and
strength of our commercial and development programs," said Gregory
A. Demopulos, M.D., chairman and chief executive officer of Omeros.
"OMIDRIA revenues have grown by double digits every quarter since
launch, and we expect that growth to continue. We have expanded
the indications for our late-stage complement inhibitor OMS721
beyond our Phase 3 program in aHUS and have recently reported
positive data across four Phase 2 clinical trials in the
hematologic, renal and addiction fields. With OMIDRIA revenues
growing and the recent restructuring of our debt, we expect that we
have the necessary funds to advance significantly the development
of our robust pipeline."
At Sept. 30, 2016, the company had cash, cash equivalents and
short-term investments of $47.4 million. In addition, the company
had $10.8 million of restricted cash on hand to satisfy covenants
under its now-terminated loan agreement with Oxford Finance and
East West Bank, as well as to secure letters of credit for its
Omeros Building lease and a fleet of vehicles under lease. Under
the new senior secured credit facility with CRG, the company had
approximately $3.0 million of additional cash following the
repayment of the loan agreement with Oxford Finance and East West
Bank and payment of loan initiation costs and related fees. In
addition, the new secured credit facility requires the company to
maintain only $5.0 million of cash and cash equivalents on hand at
all times, which, together with the net proceeds under the secured
credit facility, effectively increased Omeros' cash available for
operations by approximately $8.0 million.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/egcbtX
About Omeros Corp
Omeros Corporation is a biopharmaceutical company committed to
discovering, developing and commercializing both small-molecule and
protein therapeutics for large-market as well as orphan indications
targeting inflammation, coagulopathies and disorders of the central
nervous system.
Omeros reported a net loss of $75.09 million in 2015, a net loss of
$73.67 million in 2014 and a net loss of $39.79 million in 2013.
Ernst & Young LLP, in Seattle, Washington, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has recurring losses
from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.
OWENS CORNING: Honeywell, Ford May Access 2019 Exhibits, Court Says
-------------------------------------------------------------------
Judge Kevin Gross of the United States Bankruptcy Court for the
District of Delaware granted Honeywell International, Inc., and
Ford Motor Company limited access to the 2019 Exhibits filed with
the bankruptcy court in compliance with the 2019 Order or
Bankruptcy Rule 2019.
The cases are In re: Owens Corning, Case No. 00‐3837, Armstrong
World Industries, Inc., Case No. 00‐4471, W.R. Grace & Co., Case
No. 01‐1139, USG Corp., Case No. 01‐2094, US Minerals Products
Company, Case No. 01‐2471, Kaiser Aluminum Corp., Case No.
02‐10429, ACandS, Inc., Case No. 02‐12687, Combustion
Engineering, Inc., Case No. 03‐10495, The Flinkote Company, Case
No. 04‐11300, Debtors (Bankr. D. Del.).
The nine captioned cases are bankruptcy cases which resulted from
the entities' asbestos related liabilities.
Honeywell, joined by Ford, sought access to statements and
exhibits, which asbestos claimants submitted in the captioned cases
pursuant to the orders entered by the Bankruptcy Court, which
standardized disclosures required by Rule 2019 of the Federal Rules
of Bankruptcy Procedure throughout the mass tort bankruptcies filed
in the Third Circuit. They sought access to these documents under
the public right to access of the Bankruptcy Code Section 107 and
the common law.
The North American Refractories Company Asbestos Personal Injury
Settlement Trust Advisory Committee ("NARCO TAC"), joined by
others, objected to the motion.
Honeywell is a diversified technology and manufacturing company
which has been a global supplier of automotive brake friction
materials and aftermarket brake products. The "Bendix" products
are the subject of numerous lawsuits alleging asbestos exposure
from Bendix products. Honeywell is also obligated to fund all
distributions which the NARCO Trust makes up to capped amounts
(which exceed $100 million) and all of the NARCO Trust's expenses.
Honeywell's purpose in seeking access to the Rule 2019 Exhibits is
to investigate fraudulent claims and produce the Rule 2019 Exhibits
to the NARCO Trust for its own review of claims, and for lobbying
activities. Honeywell cites several sources to support its view
that fraudulent claims have been filed against Honeywell and the
NARCO Trust.
Ford is an automobile manufacturing company, and has been named as
a defendant in asbestos cases by plaintiffs claiming to have worked
with or around chrysotile containing brake pads.
Judge Gross was satisfied that the presumption of public access
applies to the Rule 2019 Exhibits because they are judicial
records. The judge pointed out, however, that notwithstanding the
presumption, a court retains the authority to seal documents "when
justice so requires." Judg Gross held that the nature of the
information contained in the Rule 2019 Exhibits, while not enough
to automatically rebut the presumption, does call for judicial
discretion in considering a grant of access.
Honeywell and Ford both sought limitless access from the court for
use outside judicial proceedings. Judge Gross explained, however,
that in the Third Circuit, access to court records has been denied
where court files could potentially become a vehicle for improper
purposes, and that he could not find any Third Circuit case law
holding or otherwise considering whether lobbying is a proper
purpose under Rule 2019.
Accordingly, Judge Gross limited Honeywell's and Ford's use of the
Rule 2019 Exhibits. The judge stated that "They may not be used
for 'lobbying efforts.' Honeywell and Ford may use the Rule 2019
Exhibits to investigate fraud in the claims process and may share
the information with the NARCO Trust in an aggregate format. In
other words, Honeywell and Ford may not share the identity of
individuals by name or other identifying means with the NARCO
Trust. Honeywell and Ford are granted three months to complete
their work and must comply with the Protocol Order which requires
the destruction of the Rule 2019 Exhibits at the conclusion of the
work. Honeywell's and Ford's efforts will be at their expense. In
addition, the Court will appoint a party to oversee the production
of the Rule 2019 Exhibits. Given Honeywell's opposition to the
appointment of the person who the NARCO TAC suggested, the parties
are directed to confer and submit a name or names to the Court.
Honeywell and Ford will bear the cost of the person who the Court
names."
A full-text copy of Judge Gross' November 8, 2016 opinion is
available at:
http://bankrupt.com/misc/deb00-03837-21172.pdf
About Owens Corning
Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems. The company has operations in 26 countries.
The Company filed for Chapter 11 protection (Bankr. D. Del. Case.
No. 00-03837) on Oct. 5, 2000. Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors. Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors. James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames. Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.
On Sept. 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization. The Plan took
effect on Oct. 31, 2006, marking the company's emergence from
Chapter 11.
Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates. Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.
PACE IV: Dec. 6 Plan Confirmation Hearing
-----------------------------------------
Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas conditionally approved the disclosure
statement explaining Pace IV, LLC's Chapter 11 plan of
reorganization.
November 29, 2016, is fixed as the last day for filing written
acceptances or rejections of the Chapter 11 plan.
December 1 is fixed as the last day for filing and serving written
objections to: (1) final approval of the Debtor's Disclosure
Statement; or (2) confirmation of the Debtor's proposed Chapter 11
plan pursuant to Federal Rule of Bankruptcy Procedure 3020(b)(1)
and all comments or objections not timely filed and served by such
deadline shall be deemed waived;
The hearing to consider final approval of the Debtor's Disclosure
Statement (if a written objection has been timely filed) and to
consider the confirmation of the Debtor's proposed Chapter 11 Plan
is fixed and will be held on December 6, 2016, at 9:30 a.m. in the
Plano Bankruptcy Courtroom, 660 N. Central Expressway, Third Floor,
Plano, Texas 75074, which hearing may be adjourned or continued to
a different date without further notice other than notice given in
open court at such hearing.
About PACE IV, LLC.
Pace IV, LLC filed its Voluntary Petition for relief under Chapter
11 of the United State Bankruptcy Code (Bankr. E.D. Tex. Case No.
16-41203) on July 1, 2016. The petition was signed by Michael
Pace, managing member. The Debtor is represented by Eric A.
Liepins, Esq., at Eric A. Liepins P.C. The Debtor estimated
assets
at $0 to $50,000 and liabilities at $500,001 to $1 million at the
time of the filing.
PACIFIC OFFICE: Incurs $4.10 Million Net Loss in Third Quarter
--------------------------------------------------------------
Pacific Office Properties Trust, Inc., filed with the Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $4.10 million on $10.93 million of total
revenue for the three months ended Sept. 30, 2016, compared to a
net loss of $3.07 million on $11.15 million of total revenue for
the same period a year ago.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $10.10 million on $33.67 million of total revenue
compared to a net loss of $10.43 million on $32.78 million of total
revenue for the nine months ended Sept. 30, 2015.
As of Sept. 30, 2016, Pacific Office had $260.09 million in total
assets, $397.40 million in total liabilities and a total deficit of
$137.31 million.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/DHGGmv
About Pacific Office
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 Office reported a net loss of $14.3 million in 2015
following a net loss of $17.4 million in 2014.
Ernst & Young LLP, in Honolulu, Hawaii, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, noting that $266 million of the Company's
mortgage loans, which are recorded in Mortgage and other loans,
net, in the consolidated balance sheets, will become due at various
dates in the twelve month period ending Dec. 31, 2016. The
Company's current and projected cash balances are not sufficient to
cover these maturities, which raises substantial doubt about its
ability to continue as a going concern.
PALADIN ENERGY: MUFG Balks at Plan Disclosures, Wants Case Trustee
------------------------------------------------------------------
MUFG Union Bank, N.A., individually and as administrative agent and
as letter of credit issuer, objects to the approval of the
disclosure statement explaining Paladin Energy Corp.'s plan of
reorganization. MUFG asserts the Court should deny approval of the
Disclosure Statement and appoint a disinterested chapter 11 trustee
to adequately market the Debtor's assets for sale.
According to MUFG, despite the fact that the Lender's debt
comprises 97% of the Debtor's capital structure, the Debtor,
without providing so much as a term sheet to the Lender regarding a
consensual plan structure, filed a half-baked Plan that is
unconfirmable on its face and seeks to enrich management/equity at
the Lender's expense. In particular, the Debtor's Plan is
unconfirmable on its face because, as a matter of law, it is not
fair and equitable and it violates the absolute priority rule and
gerrymanders an impaired accepting class, while allowing
management/equity to receive property under the Plan including
equity interests without the termination of exclusivity or exposure
of the assets to the market, MUFG tells the Court.
MUFG further asserts that the Disclosure Statement fails to provide
adequate information regarding, among other things:
a. the valuation of the Debtor's assets,
b. the estimation of MUFG's claim,
c. the choice to pay MUFG 6% interest,
d. the actual terms of the new note and security documents,
e. potential avoidance actions and the decision not to pursue
them,
f. why management receives royalty payments, and whether the
underlying royalty interests and related payments are potentially
avoidable,
g. the Debtor's marketing efforts to date (e.g. who did the
Debtor contact, did the Debtor engage a broker, how many offers or
expressions of interest did the Debtor receive),
h. the economics that would justify the drilling of a new well,
and
i. why the Debtor believes that a properly marketed sale of the
Debtor's assets is not better when the Debtor proposes to pay its
biggest creditor -- MUFG -- negative amortization payments and a
balloon payment in seven years.
MUFG's counsel, David Bennett, Esq., at Thompson & Knight LLP, in
Dallas, Texas, tells the Court that while the inadequate
disclosures could conceivably be cured, approving the Disclosure
Statement and allowing the Debtor to solicit votes for its facially
unconfirmable Plan would wastefully engender significant delay and
costs, for the sole benefit of management/equity.
About Paladin Energy
Paladin Energy Corp., in existence since 1997, is in the oil and
gas business. Specifically, Paladin is a producer, owning or
otherwise having interests in numerous wells in Texas and New
Mexico from which the Debtor extracts oil and gas for sale to third
parties.
Paladin Energy sought chapter 11 protection (Bankr. N.D. Tex. Case
No. 16-31590) on April 21, 2016. The Debtor estimated assets and
debt of $10 million to $50 million.
The Debtor is represented by Davor Rukavina, Esq., at Munsch,
Hardt, Kopf & Harr, P.C., in Dallas, Texas.
PERFORMANCE SPORTS: Ernst & Young Named CCAA Monitor
----------------------------------------------------
The Ontario Superior Court of Justice declared Performance Sports
Group Ltd. and certain affiliates as debtor companies pursuant to
the Companies' Creditors Arrangement Act, and named Ernst & Young
Inc. as monitor. The Court number assigned for this matter is
CV-16-11582-00CL.
Copy of the initial order and other information pertaining to the
proceedings under the CCAA can be accessed at
http://www.ey.com/ca/psg.
E&Y can be reached at:
Ernst & Young Inc., LIT
Martin Daigneault, CPA, CA, LIT
222 Bay Street, P.O. Box 251
Toronto, ON M5K 1J7
Tel: 1-855-287-4005 (Toll free Canada and USA)
1-416-943-3646 (International calls)
Fax: 514-879-3999
Email: psg@ca.ey.com
About Performance Sports Group Ltd.
Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX:
PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer
and manufacturer of ice hockey, roller hockey, lacrosse, baseball
and softball sports equipment, as well as related apparel and
soccer apparel. Its products are marketed under the BAUER,
MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names
and are distributed by sales representatives and independent
distributors throughout the world. In addition, the Company
distributes its hockey products through its Burlington,
Massachusetts and Bloomington, Minnesota Own The Moment Hockey
Experience retail stores.
The ultimate parent BPS US Holdings, Inc., along with 17 affiliated
entities, including Performance Sports Group Ltd., each filed a
voluntary Chapter 11 petition on Oct. 31, 2016, after reaching a
deal to sell all assets to a group of investors led by Sagard
Capital Partners, L.P. and Fairfax Financial Holdings for $575
million. The cases are pending before the Honorable Kevin J.
Carey, and are jointly administered under Bankr. D. Del. Lead Case
No. 16-12373.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP, as
counsel; Young Conaway Stargatt & Taylor, LLP, as co-counsel;
Stikeman Elliott LLP, as Canadian legal counsel; Centerview LLP, as
investment banker to the Special Committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher, as communications and relations advisors; KPMG
LLP, as auditors; Ernst & Young LLP, as CCAA monitor; and Prime
Clerk LLC, as claims, noticing and solicitation agent.
PERFORMANCE SPORTS: U.S. Trustee Forms 3-Member Committee
---------------------------------------------------------
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10
appointed three creditors of BPS US Holdings, Inc., parent of
Performance Sports, to serve on the official committee of unsecured
creditors.
The committee members are:
(1) Wilmington Saving Funds Society, FSB
Attn: Patrick Healy
500 Delaware Avenue, 11th Floor
P.O. Box 957
Wilmington, DE 19889
Tel: (302) 888-7420
(2) VNSH, LLC.
Attn: Thomas Kim
3580 Wilshire Boulevard, No. 1020
Los Angeles, CA 90010
Tel: (213) 435-0909
Fax: (213) 487-6501
(3) Denlea & Carton LLP
Attn: Jeffrey Carton, Esq.
2 West Chester Park Drive, Suite 410
White Plains, NY 10604
Tel: (914) 331-0100
Fax: (914) 331-0105
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 Performance Sports
Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX:
PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer
and manufacturer of ice hockey, roller hockey, lacrosse, baseball
and softball sports equipment, as well as related apparel and
soccer apparel. Its products are marketed under the BAUER,
MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names
and are distributed by sales representatives and independent
distributors throughout the world. In addition, the Company
distributes its hockey products through its Burlington,
Massachusetts and Bloomington, Minnesota Own The Moment Hockey
Experience retail stores.
On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates have filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.
The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.;
Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer
Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.;
BPS Diamond Sports Inc.; and PSG Innovation Inc.
The Canadian Debtors are: Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball
/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS
Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.
The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP
as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as
notice, claims, solicitation and balloting agent.
PIONEER ENERGY: To Participate at 2016 Stephens Fall Conference
---------------------------------------------------------------
From time to time, senior management of Pioneer Energy Services
meets with groups of investors and business analysts. The Company
prepared slides in connection with management's participation in
those meetings and participation in the 2016 Stephens Fall
Investment Conference. The slides provide an update on the
Company's operations and certain recent developments and are
available for free at https://is.gd/W6r1uL
About Pioneer Energy
Pioneer Energy Services Corp. provides land-based drilling services
and production services to a diverse group of independent and large
oil and gas exploration and production companies in the United
States and internationally in Colombia. The Company also provides
two of its services (coiled tubing and wireline services) offshore
in the Gulf of Mexico.
Pioneer Energy reported a net loss of $155 million in 2015
following a net loss of $38 million in 2014.
* * *
As reported by the TCR on March 7, 2016, Moody's Investors Service,
on March 3, 2016, downgraded Pioneer Energy's Corporate Family
Rating (CFR) to 'Caa3' from 'B2', Probability of Default Rating
(PDR) to 'Caa3-PD' from 'B2-PD', and senior unsecured notes to 'Ca'
from 'B3'.
"The rating downgrades were driven by the material deterioration in
Pioneer Energy's credit metrics through 2015 and our expectation of
continued deterioration through 2016. The demand outlook for
drilling and oilfield services is extremely weak, as witnessed by
the steep and continued drop in the US rig count" said Sreedhar
Kona, Moody's Vice President. "The negative outlook reflects the
deteriorating fundamentals of the services sector and the
likelihood of covenant breaches"
Pioneer Energy carries a "B+" corporate credit rating from Standard
& Poor's Ratings.
PREMIER TRANSFER: Dec. 19 Disclosure Statement Hearing
------------------------------------------------------
Judge Paul M. Black issued an amended order scheduling the hearing
to consider approval of the disclosure statement explaining Premier
Transfer and Storage, Inc.'s Chapter 11 plan for December 19, 2016,
at 2:00 P.M.
December 12 is fixed as the last date for filing and serving
written objections to the Disclosure Statement.
About Premier Transfer
Premier Transfer and Storage, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Va. Case No. 16-70721) on May 23, 2016.
The petition was signed by John S. Phillips, president. The case
is assigned to Judge Paul M. Black.
The Debtor estimated assets of $500,000 to $1 million and debts of
$1 million to $10 million.
Andrew S. Goldstein, Esq., and Garren R. Laymon, Esq., at Magee
Goldstein Lasky & Sayers, P.C., serves as the Debtor's bankruptcy
counsel.
QUANTUM MATERIALS: Conducts $3 Million Private Offering
-------------------------------------------------------
From March 2016 to Nov. 9, 2016, Quantum Materials Corp. conducted
a private offering, up to $3,000,000, consisting of 8% unsecured
convertible promissory notes which may be voluntarily converted
into shares of the Company's common stock and five-year warrants to
purchase shares of the Company's common stock. The securities are
sold as units, with each Unit consisting of a Company Note, in the
principal amount of $1,000 and Company Warrants to purchase 4,166
shares of the Company's common stock, pursuant to Section 4(a)(2)
of the Securities Act of 1933, as amended, and Rule 506 of
Regulation D promulgated thereunder.
On Nov. 7, 2016, the Company entered into a Securities Purchase
Agreement dated as of the same date, with a private investor for
200 Units. The transaction closed on Nov. 7, 2016. Each of the
other accredited investors entered into a subscription agreement,
pursuant to which such accredited investor agreed to purchase a
certain number of Units upon acceptance by the Company. As of Nov.
9, 2016, the Company has raised $1,965,000 in the offering through
the issuance to accredited investors, including Investor, of the
Company Notes totaling $1,965,000 of principal and the Company
Warrants to purchase an aggregate of 8,186,190 shares of the
Company's common stock.
The Company Notes are due in two years and include interest at the
rate of 8% per annum, due annually. The Company may prepay the
Company Notes, in whole or in part, at any time upon notice,
without penalty. The initial interest payment is due twelve months
from the date of issuance of the Company Notes in cash or common
stock (at the discretion of the Company) at $0.12 per share. The
Company Notes provide for customary events of default such as
failing to timely make payments under the Company Notes when due
and the occurrence of certain fundamental defaults, as described in
the Company Notes. In the event of default, interest shall accrue
on the outstanding principal balance of the Company Notes at the
lesser of (a) 10% per annum or (b) the highest rate permissible by
law. The holders of the Company Notes may convert the Company
Notes into shares of common stock, at any time and from time to
time prior to the maturity date, at a price of $0.12 per share,
subject to certain adjustments. The Company Notes will
automatically convert into shares of common stock in the event (i)
the Company's common stock trades at or above 2.0 times the then
applicable Conversion Price for a period of 30 consecutive trading
days with minimum average trading volume of 250,000 shares per day
over such period and (ii) the shares of common stock issuable upon
conversion are freely-tradable by the holder thereof. Furthermore,
in the event of a financing by the Company in an amount equal to or
greater than $10,000,000, the Company Note will be automatically
converted into, at the discretion of the holder, either (i) shares
of common stock (at the conversion price) or (ii) the next round of
financing at a 20% discount to the next round of financing. The
holder of the Company Note may covert the Company Note into shares
of common stock at any time prior to the maturity date, at the
Conversion Price.
The Company Warrant has an exercise price of $0.15. The Company
Warrant will be exercisable after the date of issuance and will
expire five years after the date of issuance, unless otherwise
extended by the Company. The Company Warrant issued to the
Investor includes cashless exercise rights.
Under the terms of the Company Note and Company Warrant issued to
the Investor, at no time may the Company Note or Company Warrant
issued to the Investor be converted into or exercised for shares of
the Company's common stock if such conversion or exercise would
result in the Investor and its affiliates owning an aggregate of
shares of the Company's common stock in excess of 4.99% of the then
outstanding shares of its common stock, provided such percentage
may increase to 9.99% upon not less than 61 days prior written
notice by the Investor.
About Quantum Materials
Quantum Materials Corp. and its wholly owned subsidiary, Solterra
Renewable Technologies, Inc., are headquartered in San Marcos,
Texas. The company specializes in the design, development,
production and supply of quantum dots, including tetrapod quantum
dots, a high performance variant of quantum dots, and highly
uniform nanoparticles, using its patented automated continuous flow
production process.
Quantum Materials reported a net loss of $6.10 million on $240,800
of revenues for the year ended June 30, 2016, compared to a net
loss of $2 million on $0 of revenues for the year ended June 30,
2015.
As of June 30, 2016, Quantum Materials had $1.27 million in total
assets, $2.31 million in total liabilities and a total
stockholders' deficit of $1.04 million.
Weaver and Tidwell, L.L.P., in Houston, Texas, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2016, citing that the Company has suffered
recurring losses from operations and has an accumulated deficit
that raises substantial doubt about its ability to continue as a
going concern.
REAL INDUSTRY: S&P Affirms 'B' CCR & Revises Outlook to Neg.
------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' corporate credit rating
on Sherman Oaks, Calif.-based Real Industry Inc. At the same time,
S&P revised its outlook on the company to negative from stable.
The '3' recovery rating and associated 'B' issue-level rating on
the company's senior secured notes due 2019 are unchanged. The '3'
recovery rating indicates S&P's expectation for meaningful (50% to
70%; at the upper end of the range) recovery in the event of a
payment default. The '1' recovery rating and associated 'BB-'
issue-level rating on the company's ABL facility also are
unchanged. The '1' recovery rating indicates S&P's expectation for
very high (90% to 100%) recovery in the event of a payment
default.
"The negative outlook incorporates the risk that we will likely
lower our ratings on Real over the next 12 months as liquidity
becomes constrained, or its weighted average maturity falls below
two years, if the company does not refinance its senior secured
notes due Jan. 15, 2019, or its ABL facility due Feb. 27, 2019,
(subject to a 90-day early acceleration) within the next year,"
said S&P Global Ratings credit analyst Michael Maggi. "Our 'B'
rating is also predicated upon our expectations that adjusted debt
to EBITDA will be between 6x and 7x over the next year."
S&P could lower its ratings on Real Industry by one notch if it
viewed the company's liquidity to be weak over the next 12 months
or if we revised its assessment of the company's capital structure
to negative (due to a weighted average maturity of less than two
years). A weak liquidity assessment would cap S&P's rating at 'B-'
and represents an overarching credit risk, such as a material
deficit over the next 12 months. Separately, S&P could lower its
ratings if leverage were sustained above 8x, hurt by
weaker-than-expected operating performance likely due to lower
volumes from the company's customers or persistently low scrap
spreads.
S&P could revise its outlook back to stable at the time Real
Industry refinances its senior notes and ABL facility. Given the
company's leverage and S&P's expectations over the next 12 months,
it views an upgrade as unlikely in the near term unless, as a
result of improved operating results and a favorable refinancing,
adjusted debt to EBITDA was sustained below 5x and/or FFO to debt
was sustained above 12%.
RED BULL TAXI: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Red Bull Taxi Inc.
25 E. 86th Street, Apt 9F
New York, NY 10028
Case No.: 16-13153
Chapter 11 Petition Date: November 14, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Mary Kay Vyskocil
Debtor's Counsel: Brett S. Moore, Esq.
PORZIO, BROMBERG & NEWMAN, P.C.
156 West 56th Street, Suite 803
New York, NY 10019-3800
Tel: (212) 265-6888
E-mail: bsmoore@pbnlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Evgeny A. Freidman, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nysb16-13153.pdf
RED BULL: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Red Bull Taxi Inc.
25 E. 86th Street, Apt 9F
New York, NY 10028
Case No.: 16-13153
Chapter 11 Petition Date: November 14, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Debtor's Counsel: Brett S. Moore, Esq.
PORZIO, BROMBERG & NEWMAN, P.C.
156 West 56th Street, Suite 803
New York, NY 10019-3800
Tel: (212) 265-6888
E-mail: bsmoore@pbnlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Evgeny A. Freidman, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nysb16-13153.pdf
RENNOVA HEALTH: Offering $10 Million Units
------------------------------------------
Rennova Health, Inc., filed with the Securities and Exchange
Commission a Form S-1 registration statement relating to the
offering $10,000,000 of Units (consisting of one share of its
common stock and a warrant to purchase one share of common stock).
The warrants have an exercise price of $[*] per share [125% of
public offering price of common stock]. The warrants are
exercisable immediately and expire five years from the date of
issuance. The shares of common stock and warrants are immediately
separable and will be issued separately in this offering.
The Company's common stock is listed on The NASDAQ Capital Market
under the symbol "RNVA." On Nov. 7, 2016, the last reported sale
price of the Company's common stock on The NASDAQ Capital Market
was $0.13 per share. The Company has applied for the listing of
the warrants contained in this offering on The NASDAQ Capital
Market under the symbol "___." No assurance can be given that the
Company's application will be approved. There is no established
public trading market for the warrants. No assurance can be given
that a trading market will develop for the warrants. If necessary,
the Company may effectuate a reverse stock split of its common
stock to regain compliance with certain Nasdaq Capital Market
requirements.
A full-text copy of the prospectus is available for free at:
https://is.gd/bbhIHf
About Rennova
Rennova Health, Inc. is a vertically integrated provider of a suite
of healthcare related products and services. Its principal lines
of business are diagnostic laboratory services, and supportive
software solutions and decision support and informatics operations
services.
As of June 30, 2016, Rennova had $18.4 million in total assets,
$29.3 million in total liabilities and a $10.9 million total
stockholders' deficit.
The Company reported a net loss attributable to the Company's
common shareholders of $36.4 million for the year ended Dec. 31,
2015, following net income attributable to the Company's common
shareholders of $2.81 million for the year ended Dec. 31, 2014.
The Company said in its annual report for the year ended Dec. 31,
2015, that "Although our financial statements have been prepared on
a going concern basis, we have recently accumulated significant
losses and have negative cash flows from operations, which raise
substantial doubt about our ability to continue as a going
concern.
"If we are unable to improve our liquidity position we may not be
able to continue as a going concern. The accompanying consolidated
financial statements do not include any adjustments that might
result if we are unable to continue as a going concern and,
therefore, be required to realize our assets and discharge our
liabilities other than in the normal course of business which could
cause investors to suffer the loss of all or a substantial portion
of their investment."
RENNOVA HEALTH: Thomas Mika Quits as Board Chairman
---------------------------------------------------
The employment agreement between Thomas R. Mika and CollabRx, Inc.,
a wholly owned subsidiary of Rennova Health, Inc., was not renewed
by the Company beyond its initial one year term and, as a result,
the Employment Agreement terminated on Nov. 2, 2016. Subject to the
terms and conditions in the Employment Agreement, Mr. Mika is
eligible to receive an amount equal to his base salary of $310,000
and 12 months of COBRA premiums for Mr. Mika.
Under the terms of the Stockholders' Agreement, dated as of
April 15, 2015, and in connection with the termination of the
Employment Agreement, Mr. Mika resigned as Chairman and a member of
the Board of Directors of the Company, effective Nov. 3, 2016.
About Rennova
Rennova Health, Inc. is a vertically integrated provider of a suite
of healthcare related products and services. Its principal lines
of business are diagnostic laboratory services, and supportive
software solutions and decision support and informatics operations
services.
As of June 30, 2016, Rennova had $18.4 million in total assets,
$29.3 million in total liabilities and a $10.9 million total
stockholders' deficit.
The Company reported a net loss attributable to the Company's
common shareholders of $36.4 million for the year ended Dec. 31,
2015, following net income attributable to the Company's common
shareholders of $2.81 million for the year ended Dec. 31, 2014.
The Company said in its annual report for the year ended Dec. 31,
2015, that "Although our financial statements have been prepared on
a going concern basis, we have recently accumulated significant
losses and have negative cash flows from operations, which raise
substantial doubt about our ability to continue as a going
concern.
"If we are unable to improve our liquidity position we may not be
able to continue as a going concern. The accompanying consolidated
financial statements do not include any adjustments that might
result if we are unable to continue as a going concern and,
therefore, be required to realize our assets and discharge our
liabilities other than in the normal course of business which could
cause investors to suffer the loss of all or a substantial portion
of their investment."
RESIDENTIAL CAPITAL: Trust Posts Q3 2016 Financial Statements
-------------------------------------------------------------
The ResCap Liquidating Trust (the "Trust") on Nov. 9, 2016,
announced its Consolidated Financial Statements and Beneficiary
Letter for the period ending Sept. 30, 2016 have been posted to the
Trust's Web site, http://www.rescapliquidatingtrust.com/
General inquiries should be directed to info@rescapestate.com. For
all media inquiries, please contact Christopher Mittendorf at
Edelman at (212) 704-8134 or e-mail to ResCap@edelman.com.
About Residential Capital
Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.
ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.
ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.
Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the
conflicts counsel. Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.
ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of its
mortgage servicing and origination platform assets to Ocwen Loan
Servicing, LLC and Walter Investment Management Corporation for $3
billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.
Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.
RICHARD CHOJNACKI: Plan Confirmation Hearing Set for Dec. 15
------------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida has conditionally approved Richard Allen
Chojnacki's disclosure statement dated Oct. 28, 2016, referring to
the Debtor's plan of reorganization.
The Court will conduct a hearing on confirmation of the Plan,
including timely filed objections to confirmation, objections to
the Disclosure Statement, motions for cramdown, applications for
compensation, and motions for allowance of administrative claims on
Dec. 15, 2016, at 11:00 a.m.
Parties-in-interest will submit to the Clerk's office their written
ballot accepting or rejecting the Plan no later than eight days
before the date of the Confirmation Hearing.
Objections to confirmation of the Plan as well as any objections to
the Disclosure Statement must be filed no later than seven days
before the date of the Confirmation Hearing.
The Debtor will file a ballot tabulation no later than three days
before the date of the Confirmation Hearing.
Three days prior to the Confirmation Hearing, the Debtor will file
a confirmation affidavit which shall contain the factual basis upon
which the Debtor relies in establishing that each of the
requirements of Bankruptcy Code Section 1129 are met.
All creditors and parties in interest that assert a claim against
the Debtor which arose after the filing of this case, including all
professionals seeking compensation from the estate of the Debtor
pursuant to Bankruptcy Code Section 330, must file motions or
applications for the allowance of the claims with the Court no
later than 14 days after the entry of the Nov. 2, 2016 court
order.
Richard Allen Chojnacki filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 15-09061).
ROBERTO SEBELEN MEDINA: To Surrender Property to A. Melby
---------------------------------------------------------
Roberto Sebelen Medina and Betsie Marie Corujo Martinez's First
Amended Disclosure Statement dated October 28, 2016, a full-text
copy of which is available at:
http://bankrupt.com/misc/prb14-06368-313.pdf
proposes to make payments through:
1. Payment of all administrative expenses on the later of the
Effective Date and the date the Administrative Claims become
allowed.
2. Voluntary surrender of certain real estate property owned by
Debtor and owed to Andrea Melby/Melby Ranch Properties LLC.
3. Payment of 100% of all allowed priority tax claims on the
Effective Date.
4. Full compliance of the stipulation reached with Banco Popular
regarding the real estate properties subject of the stipulation.
5. Restructuring of secured debt owed to Banco Popular over the
real estate that is not subject to the stipulation, in order to pay
the same in full according the the terms agreed upon with the Loss
Mitigation Department of Banco Popular.
6. Restructuring of secured debt owed to Scotiabank in order to
pay the same in full within 30 years with a 2.75% per annum, or as
otherwise agreed with the Loss Mitigation Department of Scotiabank,
whichever occurs first.
7. Restructuring of secured debt owed to Deutsche Bank (Wells
Fargo) in order to pay the same in full within 30 years with a
2.75% per annum, or as otherwise agreed with the Loss Mitigation
Department of Wells Fargo, whichever occurs first.
8. Restructuring of secured debt owed to Doral Bank (Rushmore)
in order to pay the same in full within 30 years with a 2.75% per
annum, or as otherwise agreed with the Loss Mitigation Department
of Rushmore, whichever occurs first.
9. Payment in full of the secured claim of CRIM within 2 years
of the Effective Date of the Plan through the sale of the subject
real estate.
10. Payment in full of the secured claim of the PR Department of
Treasury on the Effective Date.
11. Payment of $38,600.00 to be distributed on a pro-rate basis
to all allowed unsecured claims through three lump sum payments to
be paid as follows, a first payment in the amount of $5,000.00 on
the Effective Date; a second payment in the amount of $23,600.00
two years after the Effective Date; and a third and final payment
in the amount of $10,000.00 four years after the Effective Date.
The Plan is to be funded by the $96,526.00 that Debtor will receive
from the funds consigned in the Superior Court of San Juan as per
the Stipulation with Banco Popular, the sale of two real estate
properties owned by Debtor within two years from the Effective
Date, and Debtor's current rental income.
About Roberto Sebelen Medina
Roberto Sebelen Medina and Betsie Marie Corujo Martinez filed for
Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No.
14-06368). The case is assigned to Judge Brian K. Tester.
ROBISON TIRE: Seeks Exclusive Plan Filing Extension Until Jan. 9
----------------------------------------------------------------
Robison Tire Company. Inc. asks the U.S. Bankruptcy Court for the
Southern District of Mississippi to extend the exclusive deadline
to file a disclosure statement and a plan of reorganization until
Jan. 9, 2017.
The Debtor is currently conducting sales of its assets in order to
effectuate a plan. However, the Debtor contends that it cannot
complete its plan of reorganization pending completion of the sale,
because the Debtor still has to determine which classes are
impaired under the plan based on the funds available for
distribution.
About Robison Tire
Since the early 1970's, Robison Tire Co., Inc., has been an
authorized wholesaler and retailer of a number of the 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. The petition was
signed by Michael Windham, president. Judge Katharine M. Samson is
assigned to the case. Jarrett Little, Esq. at Lentz & Little, PA
serves as the Debtor's counsel. The Debtor estimated assets in the
range of $500,000 to $1 million and $1 million to $10 million in
debt.
No official committee of unsecured creditors has been appointed in
the case.
RONALD JAMES BLABER: IRS Objects to Disclosure Statement
--------------------------------------------------------
The U.S. Government, on behalf of the Internal Revenue Service,
objects to the approval of the disclosure statement explaining
Ronald James Blaber's Chapter 11 plan for failure to disclosure
adequate information.
Specifically, the IRS complaines that the Disclosure Statement does
not accurately disclose the Debtor's tax liabilities because the
full extent of the Debtor's tax liability is unknown due to the
Debtor's unfiled 2014 and 2015 tax returns and the unfiled FICA tax
returns of his company for which he has incurred trust fund
liability. His company, Volunteer Oil Service, LLC, has not filed
its FICA quarterly tax returns since the third quarter of 2015, the
IRS pointed out. The Disclosure Statement does not state when
Debtor's company intends to file these tax returns or how the
company intends to pay its FICA tax liabilities in the future to
insure that the feasibility of the Debtor's Plan is not endangered
by postpetition FICA trust fund tax liability of the Debtor, the
IRS pointed out. Postpetition Debtor has incurred $44,000 in FICA
trust fund tax liabilities due to the nonpayment of Volunteer Oil
Services, LLC, the IRS said.
About Ronald James Blaber
Ronald James Blaber sought bankruptcy protection (Bankr. M.D. Tenn.
Case No. 16-02602) on April 13, 2016. Thomas Larry Edmondson Sr.,
Esq., represents the Debtor.
ROYAL COACHMAN: U.S. Trustee Forms Two-Member Committee
-------------------------------------------------------
Acting U.S. Trustee Gail Brehm Geiger on Nov. 10 appointed two
creditors of Royal Coachman Mobile Home Park, LLC, to serve on the
official committee of unsecured creditors.
The committee members are:
(1) Ferman Amado
P.O. Box 1003
Royal City, WA 99357
Tel: (509) 346-9339
(2) Martha Quiroz
P.O. Box 992
Royal City, WA 99357
Tel: (509) 331-8983
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 Royal Coachman
Royal Coachman Mobile Home Park, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No.
16-03109) on Oct. 3, 2016. The petition was signed by Shannon
Hunter Burns, authorized representative.
The Debtor is represented by Dan O'Rourke, Esq., at Southwell &
O'Rourke, P.S.
At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of less than $500,000.
RUBICON MINERALS: Creditors to Vote on CCAA Plan on Dec. 2
----------------------------------------------------------
Rubicon Minerals Corporation on Nov. 11, 2016, disclosed that the
Company and its direct and indirect subsidiaries (the "Rubicon
Companies") obtained an order on November 10th (the "Meetings
Order") from the Ontario Superior Court of Justice (Commercial
List) (the "Court) in proceedings (the "CCAA Proceedings")
commenced by the Rubicon Companies on October 20, 2016 pursuant to
the Companies' Creditors Arrangement Act (the "CCAA") authorizing
the Rubicon Companies to, among other things, (i) file a plan of
compromise and arrangement (the "Plan") pursuant to which the
Company's previously announced refinancing and restructuring
transaction (the "Restructuring Transaction") is to be implemented,
and (ii) authorizing the Rubicon Companies to call meetings of
their creditors to vote on the Plan.
Meetings of Creditors
Pursuant to the Meetings Order, the Company will hold Meetings to
vote on the Plan on December 2, 2016 as follows:
1. CPPIB Credit Investments Inc. ("CPPIB Credit") Meeting -
2:00 p.m.
2. RG Gold AG ("Royal Gold") Meeting - 2:15 p.m.
3. Unsecured Creditors Meeting - 2:30 p.m.
The Meetings will be held at the offices of Goodmans LLP at 333 Bay
Street, Suite 3400, Toronto, Ontario.
Details of the Plan will be provided in an information statement to
be distributed to affected creditors pursuant to the Meetings
Order. Materials in connection with the Meetings, including the
information statement and proxy materials, will also be made
available on the website of the Court-appointed Monitor for the
CCAA Proceedings at www.ey.com/ca/rubicon.
The implementation of the Restructuring Transaction and the Plan is
conditional upon, among other things, receiving the requisite
creditor approvals under the CCAA and Court approval in the CCAA
Proceedings. If the Plan is approved by the requisite majorities
of affected creditors, the Company intends to seek Court approval
of the Plan on December 8, 2016 and will proceed to close the
transaction shortly thereafter.
A copy of the term sheet which outlines the terms of the
Restructuring Transaction is available on the Company's profile on
SEDAR and on the Company's website at: www.rubiconminerals.com.
Financial Hardship Exemption Application
The Restructuring Transaction involves, among other things: (i) a
new equity raise of up to C$45.0 million (the "New Equity
Financing") by way of a private placement of subscription receipts
(the "Subscription Receipts"); (ii) CPPIB Credit, Royal Gold, and
certain securityholders receiving common shares, and (iii) the
existing common shares of the Company being consolidated on a ratio
of approximately 162.1 pre-consolidation Rubicon common shares to
one post-consolidation common share (the "Share Consolidation").
The Company announced the successful closing of the New Equity
Financing for C$45.0 million on November 4, 2016. A n insider of
the Company who currently owns approximately 11.0% of the Company's
issued and outstanding common shares subscribed for approximately
9.1% of the subscription receipts.
The Company currently has 394,928,246 issued and outstanding common
shares. The Company is expected to have 53,890,125 issued and
outstanding common shares assuming completion of the Share
Consolidation. The five-day weighted average trading price of the
Company's pre-consolidation common shares ending on October 19,
2016, the last full day that the common shares on the TSX before
trading in the shares was suspended by the TSX, was C$0.0467 per
common share (the "Market Price").
Assuming completion in full of the Restructuring Transaction:
* The Restructuring Transaction will increase the currently
issued and outstanding common shares equivalent to 8,340,607,652
pre-consolidation common shares representing an increase of 2,012%;
* The New Equity Financing represents a pre-consolidation price
of C$0.0082 per common share (an 82.4% discount to the Market Price
prior to the announcement of the Restructuring Transaction) or
C$1.33 per post-consolidation common share. The New Equity
Financing includes issuing:
-- 30,140,000 post-consolidated Subscription Receipts at a
post-consolidated price of C$1.33, equivalent to the issuance of
4,885,664,125 pre-consolidated Subscription Receipts at a
pre-consolidated price of C$0.0082 per common share resulting in
the issuance of 4,882,664,125 pre-consolidated Common Shares; and
-- 3,700,000 post-consolidated Subscription Receipts to an
insider of the Company at a post-consolidated price of C$1.33,
equivalent to the issuance of 599,766,332 pre-consolidated
Subscription Receipts at a pre-consolidated price of C$0.0082 per
common share resulting in the issuance of 599,766,332
pre-consolidated Common Shares;
* 14,536,341 post-consolidated Common Shares to CPPIB Credit in
partial consideration for the reduction of the amounts outstanding
under the Loan Facility, equivalent to the issuance of
2,356,326,444 pre-consolidated Common Shares at a price of C$0.0082
per common share (an 82.4% discount to the Market Price prior to
the announcement of the Restructuring Transaction);
* 3,007,519 post-consolidated Common Shares to Royal Gold,
equivalent to the issuance of 487,515,816 pre-consolidated Common
Shares at a price of C$0.0082 per common share (an 82.4% discount
to the Market Price prior to the announcement of the Restructuring
Transaction);
* 69,925 post-consolidated Common Shares to holders of restricted
share units, equivalent to the issuance of 11,334,934
pre-consolidated Common Shares at a price of C$0.0082 per common
share (an 82.4% discount to the Market Price prior to the
announcement of the Restructuring Transaction);
* The equity ownership will be as follows: (i) subscribers in the
New Equity Financing - 62.79%, (ii) CPPIB Credit - 26.97%, (iii)
Royal Gold - 5.58% and (iv) currently existing shareholders and
holders of restricted share units of the Company - 4.65%; and
* The Company and CPPIB Credit will enter into an investor
agreement, which shall provide CPPIB Credit with a nominee right
while CPPIB Credit continues to hold 15% or more of the Company's
Common Shares. The Company will also provide customary pre-emptive
rights and registration rights to both CPPIB Credit and Royal Gold.
The Restructuring Transaction would ordinarily require approval
from the holders of a majority of the currently issued and
outstanding common shares of the Company, excluding the votes
attached to the common shares held by the insider who participated
in the New Equity Financing, under Sections 607(e), 607(g)(i),
607(g)(ii) and 604(a)(i) of the TSX Company Manual, unless an
exemption is applicable, because the Restructuring Transaction will
result in (i) the issuance of common shares that is greater than
25% of the number of common shares currently issued and
outstanding, (ii) the issuance of common shares to an insider of
the Company that is greater than 10% of the number of common shares
currently issued and outstanding, (iii) the issuance of common
shares beyond the 25% permitted discount to the Market Price, and
(iv) the creation a new 20% shareholder of the Company.
The Company has applied to the TSX under the provisions of Section
604(e) of the TSX Company Manual for an exemption from the
requirement for shareholder approval of the Restructuring
Transaction on the basis that the Company is in CCAA proceedings
and in financial difficulty (the "Application"). The independent
and disinterested member of the Company's board of directors, who
is free from any interest in the Restructuring Transaction,
considered the reasonableness and fairness of the Restructuring
Transaction and recommended to the Company's full board of
directors that (i) the Restructuring Transaction be approved; and
(ii) that the Company make the Application. The board of directors
has approved the Restructuring Transaction. In addition, both the
disinterested member of the board of directors and the Company's
full board of directors determined that the Company met the
applicable TSX financial hardship requirements and that the
Restructuring Transaction is reasonable in the circumstances and
designed to improve the Company's financial situation. The Company
believes that, upon completion of the Restructuring Transaction, it
will be in compliance with the TSX continued listing requirements.
TSX Expedited Listing Review Update
The Company has been notified that the TSX has deferred its
decision regarding delisting the common shares of the Company with
respect to meeting the requirements of continued listing until
November 30, 2016. Although the Company believes that it will be
in compliance with all TSX continued listing requirements upon
conclusion of the delisting review, no assurance can be provided as
to the outcome of such review and therefore, continued
qualification for listing on TSX. The common shares will remain
suspended from trading until further notice.
Third Quarter 2016 Financial Statements
The Company has filed its third quarter Financial Statements and
related Management's Discussion and Analysis for the period ended
September 30, 2016.
Rubicon Minerals Corporation engages in the acquisition,
exploration, and development of gold properties in Canada and the
United States.
S&S SCREW: U.S. Trustee Forms 3-Member Committee
------------------------------------------------
The Office of the U.S. Trustee on Nov. 10 appointed three creditors
of S&S Screw Machine Company, LLC, to serve on the official
committee of unsecured creditors.
The committee members are:
(1) KENNY WINE
Director of Credit, SE
Joseph T. Ryerson & Son
7701 Lindsey Road
Little Rock, AR 72206
Tel: (501) 490‐3005
E-mail: Kenny.wine@ryerson.com
(2) DEL MILLER
Kaiser Aluminum Fabricated Products
27422 Portola Parkway, Suite 200
Foothill Ranch, CA 92610
Tel: (949) 614‐1742
E-mail: Del.miller@kaiseral.com
(3) STEPHEN L. COCHRAN
Production Pattern & Foundry Co.
P.O. Box 22360
Carson City, NV 89721
Tel: (775) 283‐4050
E-mail: steve@PPFCO.com
The U.S. Trustee has been advised that the Co‐chair of the
Committee is Kenny Wine.
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 S&S Screw Machine Company
S&S Screw Machine Company, LLC, doing business as S&S - Precision,
filed a chapter 11 petition (Bankr. M.D. Tenn. Case No. 16-06829)
on Sept. 24, 2016. The petition was signed by Lawrence J. Battle,
authorized member. The Debtor is represented by Phillip G. Young,
Jr., Esq., at Thompson Burton PLLC. The case is assigned to Judge
Randal S. Mashburn. The Debtor estimated assets and liabilities
at
$1 million to $10 million at the time of the filing.
SAMUEL E. WYLY: Bankruptcy Judge Approves $198M with SEC
--------------------------------------------------------
Jess Krochtengel, writing for Bankruptcy Law360, reported that U.S.
Bankruptcy Judge Barbara Houser approved the terms of a $198
million settlement between the U.S. Securities and Exchange
Commission and business tycoon Sam Wyly that bars the SEC from
moving forward with attempts to repatriate assets held in offshore
trusts. Under the agreement, Wyly -- the former software and
retail tycoon best known for running Michaels Stores Inc. -- will
pay the SEC $198 million after the agency won a securities fraud
lawsuit.
About Caroline Wyly
Caroline Wyly is the widow of business tycoon Charles Wyly. She
and her brother-in-law Sam Wyly sought Chapter 11 bankruptcy
protection as leverage to settle a looming tax bill and a $329
million claim from the Securities and Exchange Commission. Her
bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy
Court, Northern District Texas (Dallas).
About Sam Wyly
Sam Wyly is a lifelong entrepreneur and author. His first book,
1,000 Dollars & An Idea, is a biography that tells his story of
creating and building companies, including University Computing,
Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse.
His second book, Texas Got It Right!, co-authored with his son,
Andrew, was gifted to roughly 450,000 students and teachers,
thought leaders, and readers, and continues to be a best-seller in
its Amazon category.
Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge
ordered him to pay several hundred million dollars in a civil
fraud case. In September 2014, a federal judge ordered Mr. Wyly
and the estate of his deceased brother to pay more than $300
million in sanctions after they were found guilty of committing
civil fraud to hide stock sales and nab millions of dollars in
profits.
SBN Fog Cap: Estimates To Have $4.7-Mil. To Pay Creditors
---------------------------------------------------------
SBN Fog Cap II LLC and Fog Cap Retail Investors LLC filed with the
U.S. Bankruptcy Court for the District of Colorado a disclosure
statement in support of the Debtors' amended joint plan of
liquidation dated Oct. 11, 2016.
Allowed Class 3 Unsecured Claims more than $15,000 are impaired
under the Plan.
Unless a holder of an Allowed Unsecured Claim agrees to reduce its
claim to $15,000 and opt into Class 4, each holder of an Allowed
Unsecured Class 3 Claim will receive its pro rata share of all cash
available for distribution by the Reorganized Debtors up to the
full amount of each Allowed Class 3 Claim plus interest
accruing per annum from the Effective Date through the date of
payment in full at the federal judgment rate of interest.
The timely filed claims against the SBN Estate total over $18.7
million. The timely filed claims against the Fog Cap Estate total
over $18.9 million. A substantial portion of these claims in
dollar amount are contested claims, duplicative claims improperly
asserted against SBN, and contingent claims for reimbursement or
contribution in connection with the pending Oklahoma Litigation.
Since the Petition Date, the Debtors have remained focused on
liquidating substantially all their leasehold assets to obtain
maximum liquidation value, and attempting to settle the outstanding
contested claims. In only six months after the Petition Date, the
Debtors have successfully sold substantially all their leasehold
interests, which resulted in approximately $4.3 million in sale
proceeds for the benefit of the estates. For any remaining
unexpired leases, and subject to court approval, the Debtors will
either (i) sell leases and subleases to generate additional
proceeds, (ii) enter into settlement agreements with master lessors
settling damages for the rejection of master leases in exchange for
the assignment of subleases and a full release of the Debtors from
the master lessors, or (iii) the leases will be rejected.
As of October 11, the property of the estates consists of cash in
the total approximate amount of $5,127,074. The remaining assets
of the estates (excluding those assets subject to pending sale
motions, to be sold by sale motions, or settlement agreements for
assignment of subleases) include: Fog Cap's indemnification claims
related to the Oklahoma Litigation; and the Debtors' potential
recovery for other retained causes of action. Through their Plan,
the Debtors are seeking substantive consolidation of these jointly
administered cases for distribution purposes, to implement and
carry out the terms of the Plan.
The Debtors estimate that the fees and costs necessary to satisfy
the remaining administrative claims, including the professional fee
claims, will total less than $400,000, plus the plan trustee's fees
for administering the estates and pursuing, prosecuting or settling
pending litigation, objections to Claims or motions to disallow
claims. As a result, the Debtors estimate that there will be
approximately $4,727,074 available for distribution to unsecured
creditors holding Allowed Unsecured Claims, less any cash expended
in the Causes of action and retained causes of action. The Allowed
Unsecured Claims are estimated to total between $1 million and $5
million. Thus, depending on the outcome of the resolution of
disputed claims and other retained causes of action, the Plan may
result in payment in full on all Allowed Priority, Allowed Secured
and Allowed Unsecured Claims, except for those Class 4 claimants
who may agree to 50% distribution on the Effective Date in lieu of
waiting for all litigation to be resolved prior to receiving a
distribution.
The Disclosure Statement is available at:
http://bankrupt.com/misc/cob16-13815-333.pdf
About SBN Fog Cap &
Fog Cap Retail Investors
Fog Cutter Capital Group, Inc., as the sole member, formed Fog Cap
Retail Investors LLC on Aug. 20, 2002. Fog Cap was formed for the
purpose of entering into a portfolio sale agreement dated Sept. 25,
2002, with Foot Locker Retail, Inc., for the purchase of certain
master leases for real property leases which were operated, or
formerly operated as, retail shoe stores. At that time, Fog Cap's
portfolio was managed by Egelhoff Property Advisors LLC.
SBN Fog Cap II LLC, based in Denver, Colorado, filed a Chapter 11
petition (Bankr. D. Colo. Case No. 16-13815) on April 20, 2016. In
its petition, SBN Fog Cap estimated $1 million to $10 million in
assets and $100,000 to $500,000 in liabilities.
Fog Cap Retail Investors LLC, also based in Denver, filed a
separate Chapter 11 petition (Bankr. D. Colo. Case No. 16-13817) on
April 20, 2016. It estimated $1 million to $10 million in both
assets and liabilities.
Both petitions were signed by Steven C. Petrie, chief executive
officer.
The cases were jointly administered pursuant to an Order of the
bankruptcy Court dated June 2, 2016. The Hon. Thomas B. McNamara
presides over the cases. James T. Markus, Esq., at Markus Williams
Young & Simmermann LLC, serves as counsel to the Debtors.
On May 25, 2016, the Unsecured Creditors' Committee was formed by
the U.S. Trustee in the case of Fog Cap Retail Investors LLC only.
SEARS HOLDINGS: Fitch Keeps CC Ratings, Sees Continued Cash Burn
----------------------------------------------------------------
Fitch Ratings has affirmed the Long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) at 'CC'.
KEY RATING DRIVERS
EBITDA Remains Materially Negative: Fitch Ratings expects Sears
Holdings Corporation's comparable store sales (comps) to be in the
negative mid-single digit range in 2016 and 2017, with top-line
declining in the high single-digit range as Sears continues to
close stores. As a result, Fitch expects 2016 EBITDA to be negative
$800 million to $1 billion, compared with a loss of $836 million in
2015, even assuming targeted cost reductions of $550 million to
$650 million.
Significant Cash Burn: Sears' interest expense, capex and pension
plan contributions are expected to total $800 million annually in
2016 and 2017. Fitch expects cash burn (CFO after capex and pension
contributions, and assuming no material swings in working capital)
of $1.6 billion to $1.8 billion in 2016. Sears also needs to fund
seasonal working capital needs, with inventory expected to range
from $5.4 billion to $5.5 billion at the holiday peak, suggesting
$500 million to $650 million is required, assuming a
payables-to-inventory ratio of 30% to 35%.
Incremental Liquidity Needed in 2016: Sears has to date raised
$1.55 billion through issuing a $750 million asset-backed term loan
maturing July 2020, and is backed by the same collateral as its
credit facility; a $500 million term loan maturing July 2017
secured by 21 properties and a $300 million term loan maturing 2020
from ESL secured by a junior lien on inventory and receivables.
Fitch expects Sears to be able to fund 2016 holiday inventory
through borrowings on its credit facility.
Shrinking Assets Fund Operations: Sears has injected almost $10
billion in liquidity from 2012 to 2015 to fund ongoing operations
given material declines in internally generated cash flow. This
includes $4.7 billion from real estate transactions, with the
remainder resulting from expense and working capital reductions and
debt issuance.
Potential Sources of Liquidity: Sears still owns about 250
unencumbered Kmart discount and Sears full-line mall stores. If
this was valued at a similar price per square foot as the 235
properties sold under the Seritage transaction, Sears could
generate approximately $2.4 billion in proceeds. However, the
remaining portfolio could be of lower value if the stores are in
smaller markets or declining malls, and there could be restrictions
on the sale of some of these properties based on mall operating
covenants. There could also be value in below-market leases, but
the potential proceeds are difficult to estimate.
Sears is also exploring strategic initiatives for its Kenmore,
Craftsman and DieHard brands, and Sears Home Services businesses.
However, Fitch assumes that any potential proceeds would have to be
used to paydown the underfunded pension plans before they can be
used to fund Sears operations, given that Sears granted Pension
Benefit Guaranty Corporation (PBGC) a springing lien on these
ring-fenced assets.
Restructuring Risk: Fitch believes restructuring risk for Sears
remains high over the next 12 to 24 months given the significant
cash burn and reduced sources of liquidity.
KEY ASSUMPTIONS
-- Fitch expects domestic comps in the negative mid-single
digit range in 2016 and 2017.
-- EBITDA is expected to be approximately negative $800 million
- $1 billion in 2016.
-- Fitch expects cash burn to be approximately $1.6 billion to
$1.8 billion in 2016 based on 800 million total in interest
expense, capex, and pension expense and an assumption of no
material swings in working capital.
RATING SENSITIVITIES
Positive Rating Action: A positive rating action could result from
a sustained improvement in comps and EBITDA to a level where the
company is covering its fixed obligations. This is not anticipated
at this time.
Negative Rating Action: A negative rating action could result if
Sears is unable to inject the liquidity needed to fund ongoing
operations.
LIQUIDITY
Sears had total cash of $276 million and availability under its
credit facility of $191 billion as of July 30, 2016. The borrowing
availability of $191 million on the $1.971 billion domestic credit
facility reflected $656 million of letters of credit outstanding,
the effect of the springing fixed-charge coverage ratio covenant
that caps borrowing to 90% of the line cap, and another $860
million that was not available due to the borrowing base
limitation.
Recovery Considerations for Issue-Specific Ratings
In accordance with Fitch's Recovery Rating (RR) methodology, Fitch
has assigned RRs based on the company's 'CC' Issuer Default Rating
(IDR). Fitch's recovery analysis assumes a liquidation value under
a distressed scenario of approximately $6.5 billion (low seasonal
inventory) to $7.0 billion (peak seasonal inventory) on domestic
inventory, receivables, and property, plant and equipment.
The $1.971 billion domestic senior secured credit facility, under
which Sears Roebuck Acceptance Corp. (SRAC) and Kmart Holding
Corporation (Kmart) are the borrowers, is rated 'CCC+/RR1',
indicating outstanding (90% to 100%) recovery prospects in a
distressed scenario. Holdings provide a downstream guarantee to
both SRAC and Kmart borrowings, and there are cross-guarantees
between SRAC and Kmart. The facility is also guaranteed by direct
and indirect wholly owned domestic subsidiaries of Holdings, which
own assets that collateralize the facility.
The facility is secured primarily by domestic inventory, which is
expected to range from an estimated $5.2 billion to $5.4 billion
around holiday peak levels, and pharmacy and credit card
receivables, which are estimated to be $0.3 billion to $0.4
billion. The credit agreement imposes various requirements,
including but not limited to the following provisions: if
availability under the credit facility is beneath a certain
threshold, the fixed-charge ratio as of the last day of any fiscal
quarter should not be less than 1.0x; a cash dominion requirement
if excess availability on the revolver falls below designated
levels; and limitations on its ability to make restricted payments,
including dividends and share repurchases.
The $975 million first lien senior secured term loan due June 2018
and $750 million first lien secured term loan due July 2020 are
also rated 'CCC+/RR1', as they are secured by a first lien on the
same collateral and guaranteed by the same subsidiaries of the
company that guarantee the revolving facility. Under the guarantee
and collateral agreement, the revolving lenders will have priority
of payment from the collateral over the first lien term loan
lenders.
The remaining $302 million second lien notes due October 2018 at
Holdings, which have a second lien on the same collateral package
as the credit facility and first lien term loans, are rated
'CCC+/RR1' due to the significant paydown of these notes and
Fitch's expectation that Sears will not be able to issue
incremental debt secured by receivables and inventory given the
significant decline in the borrowing base.
The notes contain provisions that require Holdings to maintain
minimum collateral coverage for total debt secured by the
collateral securing the notes -- failing which, Holdings has to
offer to buy notes sufficient to cure the deficiency at 101% --
that provide downside protection. Fitch also notes the second lien
notes have an unsecured claim on the company's unencumbered real
estate assets, given the notes are guaranteed by substantially all
the domestic subsidiaries that guarantee the credit facility.
The senior unsecured notes at SRAC are rated 'CC/RR4', indicating
average recovery prospects (31% to 50%). The recovery on these
notes is derived from the valuation on the company's unencumbered
real estate assets held at Sears, Roebuck and Co., which provides a
downstream guarantee of SRAC's senior notes and also agrees to
maintain SRAC's fixed-charge coverage at a minimum of 1.1x.
However, should a material portion of the owned real estate be used
to raise additional liquidity, it could adversely affect the
ratings on the unsecured notes. Recovery to the senior unsecured
notes also takes into account potential sizable claims under
operating lease obligations and the company's underfunded pension
plan.
The 8% $625 million unsecured notes due 2019 at Holdings are rated
'C/RR6', given poor recovery prospects (0% to 10%).
FULL LIST OF RATING ACTIONS
Fitch has affirmed the ratings as follows:
Sears Holdings Corporation (Holdings)
-- Long-term IDR at 'CC';
-- $302 million second-lien secured notes at 'CCC+/RR1';
-- $625 million unsecured notes 'C/RR6'.
Sears, Roebuck and Co. (Sears)
-- Long-term IDR at 'CC';
Sears Roebuck Acceptance Corp. (SRAC)
-- Long-term IDR at 'CC';
-- Short-term IDR at 'C';
-- Commercial paper at 'C';
-- $1.971 billion secured bank facility at 'CCC+/RR1' (as co-
borrower);
-- $1.7 billion first lien term loans at 'CCC+/RR1' (as co-
borrower);
-- Senior unsecured notes at 'CC/RR4'.
Kmart Holding Corporation (Kmart)
-- Long-term IDR at 'CC';
Kmart Corporation (Kmart Corp)
-- Long-term IDR at 'CC';
-- $1.971 billion secured bank facility at 'CCC+/RR1' (as co-
borrower);
-- $1.7 billion first lien term loans at 'CCC+/RR1' (as co-
borrower);
SHENANDOAH VALLEY CONSTRUCTION: Unsecureds to Get 5% Under Plan
---------------------------------------------------------------
Shenandoah Valley Construction, Reacon, Inc., and Whitacre Farms,
LLC, filed a second amended disclosure statement dated October 28,
2016, a full-text copy of which is available at:
http://bankrupt.com/misc/wvnb14-01352-257.pdf
proposing that certain unsecured creditors, primarily priority tax
creditors, will be paid in full, and the remainder will be paid
approximately 5% of their claim.
Payments and distributions under the Plan will be funded by the
Debtor's continued conduct of construction activities and
management of its rentals. The Debtor was awarded a project that
should gross approximately $50-75,000.00 per month.
Shenandoah Valley Construction filed a Chapter 11 petition (Bankr.
N.D. Va. Case No. 14-01352) on Dec. 18, 2014. The case is assigned
to Judge Patrick M. Flatley. The Debtor is represented by Thomas
H. Fluharty, Esq., at Thomas H. Fluharty, in Clarksburg, West
Virginia. At the time of filing, the Debtor had $207,121 in total
assets and $1.17 million in total liabilities. The petition was
signed by Charles D. Whitacre, partner. A list of the Debtor's
seven largest unsecured creditors is available for free at
http://bankrupt.com/misc/wvnb14-01352.pdf
SHERWIN ALUMINA: $2-Mil. Settlement with USW Approved
-----------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reported that U.S.
Bankruptcy Judge David R. Jones early this month gave his blessing
to a deal resolving unsecured claims filed against Sherwin Alumina
Co. LLC by the United Steel Workers International Union on behalf
of hundreds of locked-out workers, providing $2 million to an
employee benefits trust, among other arrangements. Judge Jones
signed an order authorizing Sherwin Alumina to enter into a closure
agreement with the USW, resolving all union-represented employee
claims against the Debtor.
As reported by the Troubled Company Reporter, the USW issued a a
statement saying that, after several months of bargaining, the
union has reached an agreement with the management of the Sherwin
Alumina plant in Gregory that preserves the pension plan and gains
severance pay and other benefits for USW members when Sherwin
officially shut down the plant on Nov. 4, 2016, more than two years
after the company locked 450 workers out of their jobs. The court
in Sherwin's Chapter 11 bankruptcy case approved the settlement on
Nov. 3 after a short hearing.
"While the USW ultimately is deeply troubled by the company's
decision to shut down the plant, we are proud of the way these
brave workers stood up to a greedy corporate giant and fought as
hard as they could to achieve the best possible result for
themselves, their families and the entire community," said USW
District 13 Director Ruben Garza. "From the beginning, this has
been a story of corporate greed, which led to the company's
unnecessary and disastrous lockout and, ultimately, the bankruptcy
of a once-thriving facility.
"Throughout the past two years, through repeated attempts to reach
an agreement at the bargaining table, through NLRB cases and
appeals, through bankruptcy, and of course in the face of the
company's relentless concessionary demands and intimidation
tactics, the members of Local 235A stood strong," Mr. Garza said.
"That's not to say we didn't have help -- the solidarity of our
allies around the world, the strength of the USW's strike and
defense fund and emergency health benefits, as well as the support
of the entire South Texas community, all played a role in keeping
this fight alive."
The USW repeatedly presented Sherwin with proposals designed to
keep the plant open. Sherwin filed for Chapter 11 bankruptcy in
January and notified the USW in August that it planned to close
the
facility. The closure agreement confirms that all bargaining unit
work at the plant will cease on Nov. 4 and the lockout will end.
The permanent shutdown will trigger eligibility for shutdown
pension benefits.
Under the closure agreement, the company will permanently lay off
the USW work force, which will allow workers to preserve certain
pension rights, as well as assist with pursuing Trade Adjustment
Assistance and other benefits.
"This situation was exacerbated by the flood of unfairly traded
Chinese aluminum into the United States. But in the end, it was
the strength and solidarity of the 235A membership that was
instrumental in preserving the benefits we were able to secure
through this agreement," said USW International President Leo W.
Gerard. "If this difficult situation proves anything, it is that
USW members never stop fighting for what is right, even in the
face
of a greedy, hostile global conglomerate. We did not -- and we
will not -- abandon the working families of South Texas.
"While we are disappointed by this outcome, we should all be proud
of the way we stood up for each other."
The USW -- http://www.usw.org/-- represents 850,000 workers in
North America employed in many industries that include metals,
rubber, chemicals, paper, oil refining and the service and public
sectors.
About Sherwin Alumina Company
Sherwin Alumina Company, LLC, and Sherwin Pipeline, Inc., filed
Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Case Nos.
16-20012 and 16-20013, respectively) on Jan. 11, 2016. Thomas
Russell signed the petitions as authorized signatory. Judge David
R. Jones has been assigned the case.
The Debtors have engaged Kirkland & Ellis LLP as general counsel,
Zack A. Clement PLLC as local counsel, Huron Consulting Services
LLC as financial advisor and Kurtzman Carson Consultants LLC as
claims, notice and balloting agent.
Sherwin operates an alumina plant in Gregory, Texas that produces
aluminum oxide (or alumina), which is the primary component of
aluminum, from bauxite. Sherwin produces alumina through the
"Bayer Process," a refining technique that produces alumina from
bauxite ore by dissolving the bauxite in a caustic solution.
The Debtors disclosed total assets of $254,617,187 and total
liabilities of $218,177,760, on Feb. 5, 2016.
The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors. Robin Russell, Esq., Timothy S. McConn,
Esq., and Ashley Gargour, Esq., at Andrews Kurth LLP, in Houston,
Texas, represent the Committee.
SHORELINE ENERGY: U.S. Trustee Forms 3-Member Committee
-------------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region 4, on Nov. 14 appointed
three creditors of Shoreline Energy LLC to serve on the official
committee of unsecured creditors.
The committee members are:
(1) Eagle Energy Services, LLC
Attn: Nicholas Lichenstein
151 Tourist Drive
Gray, LA 70359
Tel: (985) 631-3278
Fax: (985) 631-3281
E-mail: nick@eagle-facilities.com
Counsel:
Stanwood R. Duval, Esq.
Duval, Funderburk, Sundbery, Lovell & Watkins
P.O. Box 5017
Houma, LA 70361-3017
Tel: (985) 876-6410
Fax: (985) 851-1490
E-mail: stan@duvallawfirm.com
(2) Schlumberger Technology Corporation
Attn: Alejandro Ojeda
713 Market Drive
Oklahoma City, OK 73114
Tel: (405) 507-8943
Fax: (832) 553-7900
E-mail: aojeda@slb.com
Counsel:
Holly Hamm, Esq.
Snow Spence Green LLP
2929 Allen Parkway, Suite 2800
Houston, TX 77019
Tel: (713) 335-4800
Fax: (713) 335-4848
E-mail: hollyhamm@snowspencelaw.com
(3) Stallion Oilfield Construction, LLC
Attn: Mark Rotberg
950 Corbindale, Suite 300
Houston, TX 77024
Tel: (713) 275-4105
Fax: (713) 528-1276
E-mail: mrotberg@sofs.com
Counsel:
Carl Dore, Jr., Esq.
Zackary S. McKay, Esq.
Amanda D. Speer, Esq.
Dore Law Group, P.C.
17171 Park Row, Suite 160
Houston, TX 77084
Tel: (281) 829-1555
Fax: (281) 200-0751
E-mail: carl@dorelawgroup.net
zmckay@dorelawgroup.net
aspeer@dorelawgroup.net
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 Shoreline Energy
Headquartered in Houston, Texas, oil and gas exploration and
production company Shoreline Energy LLC (Bankr. S.D. Tex. Case No.
16-35571) and affiliates Harvest Development LLC (Bankr. S.D. Tex.
Case No. 16-35572), Shoreline Central Corporation (Bankr. S.D. Tex.
Case No. 16-35573), Shoreline EH LLC (Bankr. S.D. Tex. Case No.
16-35574), Shoreline Energy Partners, LP (Bankr. S.D. Tex. Case No.
16-35576), Shoreline GP LLC (Bankr. S.D. Tex. Case No. 16-35577),
Shoreline Offshore LLC (Bankr. S.D. Tex. Case No. 16-35578), and
Shoreline Southeast LLC (Bankr. S.D. Tex. Case No. 16-35579) filed
separate Chapter 11 bankruptcy petitions on Nov. 2, 2016. The
petitions were signed by Randy E. Wheeler, vice
president/secretary.
Judge David R. Jones presides over the case.
Paul M Green, Esq., and Thomas A. Howley, Esq., at Jones Day serve
as the Debtor's bankruptcy counsel.
Imperial Capital, LLC, is the Debtors' investment banker.
Prime Clerk LLC is the Debtors' claims and noticing agent.
The Debtors estimated assets and liabilities at between $100
million and $500 million each.
SMART MOTION: Disclosures OK'd; Plan Hearing on Jan. 18
-------------------------------------------------------
The Hon. Thomas M. Lynch of the U.S. Bankruptcy Court for the
Northern District of Illinois has approved Smart Motion Robotics,
Inc.'s fourth amended disclosure statement dated Oct. 31, 2016, in
support of the Debtor's fourth amended plan of reorganization.
The hearing on the confirmation of the Plan will be held on Jan.
18, 2017, at 11:00 a.m.
Objections to the confirmation of the Plan must be filed by Dec.
20, 2016.
Written acceptance or rejection of the Plan must be filed by Dec.
20, 2016.
On or before Nov. 10, 2016, the Debtor will provide a copy of the
Plan, the Disclosure Statement, the court order approving the
Disclosure Statement and a ballot conforming to Official Form 14.
The Debtor will file the report of balloting no later than Jan. 11,
2017.
As reported by the Troubled Company Reporter on Oct. 17, 2016, the
Debtor filed an Amended Disclosure Statement explaining the Plan.
Under the Plan, the holders of Unsecured Claims will receive 10
bi-annual payments over a period of five years, which are estimated
to equal approximately 4% to 6% of the amount of each unsecured
claim if the Debtor's conservative projection of its Net Income
over the 5-year period commencing January 2017 is realized, and
perhaps higher if the Debtor is successfully able to grow its
business.
About Smart Motion Robotics
Smart Motion Robotics, Inc., filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 14-82459) on Aug. 8, 2014. The case is assigned
to Judge Thomas M. Lynch. The Debtor's counsel is John A.
Lipinsky, Esq., at Coman & Anderson, P.C., in Lisle, Illinois. At
the time of filing, the Debtor had $796,999 of total assets and
$3.18 million of total liabilities. The petition was signed by
Scott Gilmore, president.
No committee of unsecured creditors has been appointed in this
case. A list of the Debtor's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb14-82459.pdf
SOUTHCROSS ENERGY: Incurs $32.6 Million Net Loss in Third Quarter
-----------------------------------------------------------------
Southcross Energy Partners, L.P., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $32.56 million on $144.66 million of total revenues for
the three months ended Sept. 30, 2016, compared to a net loss of
$9.65 million on $179.56 million of total revenues for the three
months ended Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $55.47 million on $389.09 million of total revenues
compared to a net loss of $39.01 million on $532.72 million of
total revenues for the same period a year ago.
As of Sept. 30, 2016, Southcross Energy had $1.19 billion in total
assets, $613.11 million in total liabilities and $583.94 million in
total partners' capital.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/dhSlza
About Southcross Energy Partners
Southcross Energy Partners, L.P. --
http://www.southcrossenergy.com/-- is a master limited partnership
that provides natural gas gathering, processing, treating,
compression and transportation services and NGL fractionation and
transportation services. It also sources, purchases, transports
and sells natural gas and NGLs. Its assets are located in South
Texas, Mississippi and Alabama and include four gas processing
plants, two fractionation plants and approximately 3,100 miles of
pipeline. The South Texas assets are located in or near the Eagle
Ford shale region. Southcross is headquartered in Dallas, Texas.
Southcross Energy reported a net loss attributable to partners of
$51.4 million on $698 million of total revenues for the year ended
Dec. 31, 2015, compared to a net loss attributable to partners of
$36.7 million on $849 million of total revenues for the year ended
Dec. 31, 2014.
* * *
As reported by the TCR on April 5, 2016, Standard & Poor's Ratings
Services said it lowered its corporate credit and senior secured
rating on Southcross Energy Partners L.P. to 'CCC+' from 'B-'.
The TCR reported on Jan. 13, 2016, that Moody's Investors Service
downgraded Southcross Energy's Corporate Family Rating to 'Caa1'
from 'B2'. "Southcross' Caa1 CFR reflects its high financial
leverage, limited scale, concentration in the Eagle Ford Shale and
our expectation of continued high leverage and challenging industry
conditions into 2017," according to the report.
SOUTHCROSS ENERGY: Reports Third Quarter 2016 Results
-----------------------------------------------------
Southcross Energy Partners, L.P., reported a net loss of $32.56
million on $144.7 million of total revenues for the three months
ended Sept. 30, 2016, compared to a net loss of $9.65 million on
$179.6 million of total revenues for the three months ended
Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $55.47 million on $389.1 million of total revenues
compared to a net loss of $39.01 million on $532.7 million of total
revenues for the same period a year ago.
As of Sept. 30, 2016, Southcross had $1.19 billion in total assets,
$613.11 million in total liabilities and $583.9 million in total
partners' capital.
Southcross implemented several key initiatives during the quarter
that are expected to reduce operating expenses and lower future
capital expenditure requirements. These initiatives include the
planned shut-down and sale of two of its older and less efficient
processing facilities and the reconfiguration of assets at the Lone
Star processing facility to reduce electricity costs. In 2017,
Southcross expects to realize $2 million in annual cost savings and
$6 million in reduced annual capital expenditure requirements.
Southcross also expects to receive $12 million in proceeds in 2017
related to these activities, which includes insurance recoveries
and the sale of emissions credits. These represent the initial
steps of a comprehensive cost savings program that has been
approved by Southcross' Board of Directors and will be realized
throughout 2017.
Capital Expenditures
For the quarter ended Sept. 30, 2016, growth capital expenditures
were $3.9 million and were related primarily to work to enhance
system efficiency and capability. Growth capital expenditures for
the nine months ended Sept. 30, 2016, were $13.3 million.
Southcross expects that growth capital expenditures for full year
2016 will be less than $30 million.
Capital and Liquidity
As of Sept. 30, 2016, Southcross had total outstanding debt of $561
million including $123 million under its revolving credit facility
as compared to total outstanding debt of $570 million as of June
30, 2016. The reduction in debt on a sequential quarter basis is
due to the use of free cash flow from the business to pay down the
revolver as well as the mandatory term loan amortization payment.
As of Sept. 30, 2016, the Company was not in compliance with the
consolidated total leverage ratio of its Financial Covenants absent
an equity cure of $17 million. The Company believes that it will
have the ability to fund this equity cure through the Equity Cure
Contribution Agreement. Management is pursuing multiple
alternatives to enhance the Partnership's liquidity, including
negotiation of amendments to certain covenants and terms contained
in its Revolving Credit Agreement, which may include modifications
to its existing Financial Covenants.
A full-text copy of the press release is available for free at:
https://is.gd/r4WFiS
About Southcross Energy Partners
Southcross Energy Partners, L.P. is a master limited partnership
that provides natural gas gathering, processing, treating,
compression and transportation services and NGL fractionation and
transportation services. It also sources, purchases, transports
and sells natural gas and NGLs. Its assets are located in South
Texas, Mississippi and Alabama and include four gas processing
plants, two fractionation plants and approximately 3,100 miles of
pipeline. The South Texas assets are located in or near the Eagle
Ford shale region. Southcross is headquartered in Dallas, Texas.
Visit www.southcrossenergy.com for more information.
Southcross Energy reported a net loss attributable to partners of
$51.4 million on $698 million of total revenues for the year ended
Dec. 31, 2015, compared to a net loss attributable to partners of
$36.7 million on $849 million of total revenues for the year ended
Dec. 31, 2014.
* * *
As reported by the TCR on April 5, 2016, Standard & Poor's Ratings
Services said it lowered its corporate credit and senior secured
rating on Southcross Energy Partners L.P. to 'CCC+' from 'B-'.
The TCR reported on Jan. 13, 2016, that Moody's Investors Service
downgraded Southcross Energy Partners, LP's Corporate Family Rating
to Caa1 from B2. "Southcross' Caa1 CFR reflects its high financial
leverage, limited scale, concentration in the Eagle Ford Shale and
our expectation of continued high leverage and challenging industry
conditions into 2017," according to the report.
SPECTRUM HEALTHCARE: Secured Lender Seeks Ch. 11 Trustee
--------------------------------------------------------
MidCap Funding IV Trust asks the U.S. Bankruptcy Court for the
District of Connecticut to enter an order directing the appointment
of a Chapter 11 Trustee, or, in the alternative, terminate the
exclusive periods during which only Spectrum Healthcare, LLC, et
al., may file a Chapter 11 plan and solicit acceptances.
MidCap, the Debtor's senior secured creditor, asserts that
appointment of a Chapter 11 Trustee is based on:
(a) the history of the Debtors' management of misusing assets
and funds;
(b) the Debtors' fraudulently induced MidCap to extend further
credit to the Debtors prior to the October 6, 2016 petition date;
and,
(c) interest of the Debtors' creditors.
Alternatively, MidCap Funding asks the Court to terminate the
Debtors' exclusive right to file a Chapter 11 plan and solicit
acceptances because allowing other parties to control the
reorganization process will move the Chapter 11 cases forward more
expeditiously.
Attorneys for MidCap Funding IV Trust are:
Thomas A. Gugliotti, Esq.
Kevin J. McEleney, Esq.
UPDIKE, KELLY & SPELLACY, P.C.
100 Pearl Street, 17th Floor
Hartford, CT 06123-1277
Tel.: (860) 548-2661
Fax: (860) 548-2680
Email: tgugliotti@uks.com
kmceleney@uks.com
-- and --
Katie G. Stenberg, Esq.
Tyler N. Layne, Esq.
WALLER LANSDEN DORTCH &DAVIS, LLP
511 Union Street, Suite 2700
Nashville, TN 3 7219
Tel.: (615) 244-6380
Fax: (615) 244-6804
Email: katie.stenberg@wallerlaw.com
tyler.layne@wallerlaw.com
About Spectrum Healthcare
Spectrum Healthcare, LLC (Case No. 16-21635), Spectrum Healthcare
Derby, LLC (Case No. 16-21636), Spectrum Healthcare Hartford, LLC
(Case No. 16-21637), Spectrum Healthcare Manchester, LLC (Case No.
16-21638) and Spectrum Healthcare Torrington, LLC (Case No.
16-21639) filed Chapter 11 petitions on October 6, 2016.
The Debtors are represented by Elizabeth J. Austin, Esq., Irve J.
Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley,
LLC, in Bridgeport, Connecticut.
At the time of filing, the Debtors listed the following assets and
liabilities:
Total Estimated
Assets Liabilities
---------- -----------
Spectrum Healthcare $282,369 $500K-$1M
Spectrum Healthcare Derby $2,068,467 $1M-$10M
Spectrum Healthcare Hartford $4,188,568 N/A
Spectrum Healthcare Manchester, LLC $2,729,410 N/A
Spectrum Healthcare Torrington, LLC $3,321,626 N/A
The petitions were signed by Sean Murphy, chief financial officer.
Spectrum Healthcare and its affiliates previously filed Chapter 11
petitions (Bankr. D. Conn. Case No. 12-22206) on Sept. 10, 2012.
STONE ENERGY: Amends Restructuring Support Agreement
----------------------------------------------------
Stone Energy Corporation and certain of its subsidiaries entered
into a restructuring support agreement, as amended on Nov. 4, 2016,
with certain (i) holders of the Company's 1 3⁄4% Senior
Convertible Notes due 2017 and (ii) holders of the Company's
7 1⁄2% Senior Notes due 2022, to support a restructuring on the
terms of a prepackaged plan of reorganization. On Nov. 9, 2016,
the Company and the Noteholders entered into a second amendment to
the RSA that extends the requirement to commence solicitation to
approve the Plan from Nov. 10, 2016, to Nov. 15, 2016.
The Company said that although it intends to pursue the
restructuring in accordance with the terms set forth in the RSA, as
amended by the Second RSA Amendment, there can be no assurance that
the Company will be successful in completing a restructuring or any
other similar transaction on the terms set forth in the RSA and the
Second RSA Amendment, on different terms or at all.
About Stone Energy
Stone Energy is an independent oil and natural gas exploration and
production company headquartered in Lafayette, Louisiana with
additional offices in New Orleans, Houston and Morgantown, West
Virginia. Stone is engaged in the acquisition, exploration,
development and production of properties in the Gulf of Mexico and
Appalachian basins. For additional information, contact Kenneth H.
Beer, Chief Financial Officer, at 337-521-2210 phone, 337-521-9880
fax or via e-mail at CFO@StoneEnergy.com
Stone Energy reported a net loss of $1.09 billion in 2015 following
a net loss of $189.54 million in 2014.
Ernst & Young LLP, in New Orleans, Louisiana, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company could exceed
the Consolidated Funded Debt to consolidated EBITDA financial ratio
covenant set forth in its bank credit facility at the end of the
first quarter of 2016, which would require the Company to seek a
waiver or amendment from its bank lenders. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
* * *
As reported by the TCR on Oct. 27, 2016, S&P Global Ratings lowered
its corporate credit rating on oil and gas exploration and
production company Stone Energy Corp. to 'CC' from 'CCC-'. The
outlook is negative. The 'CC' ratings reflect Stone's announcement
that it has entered into a restructuring support agreement with
certain holders of its unsecured notes. The Company expects to
file for voluntary relief under Chapter 11 on or before Dec. 9
2016.
T-REX OIL: Issues $300,000 Convertible Promissory Note
------------------------------------------------------
T-Rex Oil, Inc., in exchange for $300,000 cash, issued a
convertible promissory note. The convertible promissory note has
an interest rate of 12% per annum and a due date of Jan. 31, 2017.
The promissory note is convertible into shares of the Company's
common stock at $0.80 per share. In addition, the Company issued
the holder of the promissory note 75,000 shares of its restricted
common stock and agreed to transfer to the holder 50,000 warrants
from a warrant held by the Company which is exercisable for
1,056,000 shares of Nexfuels, Inc. at a price of $1.25 per share
and an expiration date of Jan. 31, 2017.
Debt Litigation
On Oct. 26, 2016, a former officer and director of the Company
filed suit with the District Court, City and County of Denver for
payment of the $50,000 borrowed on Jan. 14, 2016. The Company, in
exchange for $50,000 issued a secured promissory note including
interest at the rate of 5% per annum with accrued and unpaid
interest and principal due at Sept. 30, 2016. The promissory note
is collateralized by certain oil and gas properties located in the
State of Wyoming. The Holder had the right at any time prior to
payment of the promissory note to elect to convert all or any
portion of the promissory notes, including accrued interest, into
common shares of the Company at a price determined by the average
ten consecutive day trading closing price less 30%. The Company,
requested an extension of the due date of the promissory note. The
Company at Sept. 30, 2016, owes $50,000 on the promissory note plus
accrued interest of $1,779.
BMO Holdings Litigation
On Oct. 31, 2016, BMO Holding, LLC filed suit against the Company
in the Supreme Court of the State of New York, New York County,
alleging a breach of alleged contract resulting from certain
business negotiations with the Company revolving around the
purchase of oil and gas properties in Wyoming by an affiliated
entity of BMO Holding. The suit seeks the fulfillment of the
alleged contract and unspecified damages to be determined by jury.
The Company has not accrued any liability because of the strength
of its defenses and a range of possible loss, if any, cannot be
determined at this early stage of the litigation. Management
believes there never was a contract and will defend this lawsuit
vigorously, but the outcome of this matter is inherently uncertain
and may have a material adverse effect on our financial position,
results of operations and cash flows.
About T-Rex
T-Rex Oil, Inc., fka Rancher Energy Corp., is an energy company,
focused on the acquisition, exploration, development and production
of oil and natural gas.
B F Borgers CPA PC, in Denver, Colo., the Company's independent
registered public accounting firm, which audited the Company's
financial statements as of March 31, 2015, and for each of the
years in the two-year period then ended, raised substantial doubt
about the Company's ability to continue as a going concern in a
July 14, 2015 letter to the Company's board of directors and
stockholders. The letter was filed with the Securities and
Exchange Commission together with the Company's revised Annual
Report on Form 10-K delivered to the Commission in December.
B F Borgers said the Company's significant operating losses raise
substantial doubt about its ability to continue as a going
concern.
As of June 30, 2016, T-Rex had $3.27 million in total assets, $3.13
million in total liabilities and $58,891 in stockholders' equity.
TAR HEEL: Bankruptcy Administrator Seeks Ch. 11 Trustee
-------------------------------------------------------
The United States Bankruptcy Administrator for the Middle District
of North Carolina asks the U.S. Bankruptcy Court to enter an order
appointing a Chapter 11 Trustee for Tar Heel Oil II and Gambill
Oil, LLC, or convert the cases of the Debtors to cases under
Chapter 7 of the Bankruptcy Code.
According to the Bankruptcy Administrator, there is no reasonable
likelihood that a plan will be proposed within a reasonable time
which constitutes unreasonable delay by the Debtor prejudicial to
the creditors.
The U.S. Bankruptcy Administrator may be reached at:
Robert E. Price, Jr.
ASSISTANT BANKRUPTCY ADMINISTRATOR
Middle District of North Carolina
101 S. Edgeworth Street
Greensboro, NC 27401
Tel: (336) 358-4170
About Tar Heel Oil II, Inc.
Tar Heel Oil II, Inc. and Gambill Oil, LLC sought protection under
Chapter 11 of the Bankruptcy Code Bankr. M.D.N.C. Case Nos.
16-50216 and 16-50217) on March 4, 2016. The petitions were signed
by Arthur H. Lankford, president. The Debtors are represented by
Charles M. Ivey, III, Esq., at Ivey, McClellan, Gatton, & Siegmund,
LLP. The case is assigned to Judge Benjamin A. Kahn. Tar Heel Oil
disclosed assets of $3.18 million and debts of $6.03 million.
Gambill Oil disclosed assets of $986,674 and debts of $3.28
million.
VALEANT PHARMACEUTICALS: Incurs $1.21 Billion Net Loss in Q3
------------------------------------------------------------
Valeant Pharmaceuticals International, Inc., filed with the
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $1.21 billion on $2.47 billion of
revenues for the three months ended Sept. 30, 2016, compared to net
income of $51.7 million on $2.78 billion of revenues for the three
months ended Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $1.89 billion on $7.27 billion of revenues compared to
net income of $98.6 million on $7.68 billion of revenues for the
same period a year ago.
As of Sept. 30, 2016, Valeant had $45.76 billion in total assets,
$41.48 billion in total liabilities and $4.27 billion in total
equity.
Long-term debt (including the current portion) decreased $643
million to $30.45 billion as of Sept. 30, 2016, as compared to Dec.
31, 2015, primarily due to repayments under the Company's senior
secured credit facilities in the first nine months of 2016,
partially offset by borrowings under its revolving credit facility
in the first quarter of 2016 to fund the $500 million payment of
deferred consideration in connection with the Sprout Acquisition
and for general corporate purposes.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/w5yqBE
About Valeant
Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) --
http://www.valeant.com/-- is a multinational specialty
pharmaceutical company that develops, manufactures and markets a
broad range of pharmaceutical products primarily in the areas of
dermatology, gastrointestinal disorder, eye health, neurology and
branded generics.
Valeant reported a net loss attributable to the Company of $291.7
million on $10.44 billion of revenues for the year ended Dec. 31,
2015, compared to net income attributable to the Company of $880.7
million on $8.20 billion of revenues for the year ended Dec. 31,
2014.
* * *
Valeant carries a 'B2' Corporate Family Rating from Moody's
Investors Service.
As reported by the TCR on April 19, 2016, Standard & Poor's
Ratings Services said that it has lowered its corporate credit
ratings on Valeant Pharmaceuticals International Inc. to 'B' from
'B+' and placed both the corporate credit rating and the
issue-level ratings on CreditWatch with developing implications.
VANGUARD NATURAL: Incurs $252 Million Net Loss in 3rd Quarter
-------------------------------------------------------------
Vanguard Natural Resources, LLC filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to common and class B unitholders of $252.1
million on $126.3 million of total revenues for the three months
ended Sept. 30, 2016, compared to a net loss attributable to common
and Class B unitholders of $469.0 million on $155.15 million of
total revenues for the same period in 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss attributable to common and Class B unitholders of $671.5
million on $264.4 million of total revenues compared to a net loss
attributable to common and class B units of $1.39 billion on
$388.12 million of total revenues for the same period a year ago.
As of Sept. 30, 2016, Vanguard had $1.54 billion in total assets,
$2.28 billion in total liabilities and a total members' deficit of
$736.8 million.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/Ah4k9S
About Vanguard Natural Resources
Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a
publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties. Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in Wyoming,
and the Powder River Basin in Wyoming.
* * *
In April 2016, S&P Global Ratings raised the corporate credit
rating on Houston-based exploration and production company Vanguard
to 'CCC-' from 'SD'.
VANGUARD NATURAL: Reports Third Quarter 2016 Results
----------------------------------------------------
Vanguard Natural Resources, LLC, reported financial and operational
results for the quarter ended Sept. 30, 2016.
Mr. Scott W. Smith, president and CEO, commented, "We are pleased
with our results this quarter as our operating teams continue to
meet or exceed our production and lease operating expense targets.
Over the course of the year, we have made significant progress in
reducing our debt, lowering lease operating and G&A costs and
reducing capital spending. However, we recognize that work remains
to address our bank debt and liquidity issues and we continue to
explore various financing options with our financial advisors."
The Company reported average production of 423,787 Mcfe per day in
the third quarter of 2016 was up 10% compared to 386,679 Mcfe per
day produced in the third quarter of 2015 and a 4% decrease
compared to reported average production of 445,314 Mcfe per day for
the second quarter of 2016. On a Mcfe basis, crude oil, natural
gas, and NGLs accounted for 16%, 70% and 14%, respectively, of the
Company's production.
The Company reported a net loss attributable to Common and Class B
Unitholders for the quarter of $252.1 million or $(1.92) per basic
unit after deducting distributions to Preferred Unitholders
compared to a net loss of $469 million or $(5.39) per basic unit in
the third quarter of 2015.
Adjusted EBITDA increased 14% to $100.4 million in the third
quarter of 2016 from $88.2 million in the third quarter of 2015 and
decreased 6% from the $106.7 million generated in the second
quarter of 2016.
Distributable Cash Flow Available to Common and Class B Unitholders
increased 76% to $55 million from the $31.3 million generated in
the third quarter of 2015 and decreased 6% from the $58.7 million
generated in the second quarter of 2016.
Adjusted Net Income Available to Common and Class B Unitholders (a
non-GAAP financial measure defined below) was $33.7 million in the
third quarter of 2016, or $0.26 per basic unit, as compared to
Adjusted Net Income of $1.6 million, or $0.02 per basic unit, in
the third quarter of 2015 and Adjusted Net Income of $32.5 million,
or $0.24 per basic unit, in the second quarter of 2016. The third
quarter of 2016 includes net non-cash losses of $285.7 million that
are adjustments to arrive at Adjusted Net Income Attributable to
Common and Class B Unitholders. The third quarter 2016 adjustments
include a $252.7 million loss on impairment of goodwill and a $30.1
million loss from the change in fair value of commodity derivative
contracts. The third quarter of 2015 results included net non-cash
losses of $470.6 million primarily attributable to a $491.5 million
impairment charge on our oil and natural gas properties.
Senior Secured Reserve-Based Credit Facility
In May 2016, the Company's borrowing base was decreased from $1.78
billion to $1.325 billion, resulting in a borrowing base deficiency
of approximately $103.5 million. The Company made monthly payments
of $17.5 million through Sept. 30, 2016. As of Sept. 30, 2016,
there were approximately $1.35 billion of outstanding borrowings
and approximately $2.9 million in outstanding letters of credit
resulting in a borrowing deficiency of $31.9 million under the
Reserve-Based Credit Facility.
On Sept. 30, 2016, the Company entered into a waiver to its Credit
Agreement, in which the lenders thereto agreed, among other things,
subject to certain conditions, to waive any event of default
resulting from the Company's election not to make the approximately
$15 million semi-annual interest payment due on
Oct. 1, 2016, on approximately $381.8 million in aggregate
principal amount of Senior Notes due 2020 so long as the payment
was made within the 30-day grace period. Pursuant to the Waiver,
the First Lien Lenders agreed that the Company's decision to take
advantage of the applicable grace period under the indenture
governing the Senior Notes due 2020 would not constitute an event
of default under the Credit Agreement.
On Oct. 26, 2016, the Company entered into the Limited Waiver and
Eleventh Amendment to the Credit Agreement. Pursuant to the Waiver
and Eleventh Amendment, the First Lien Lenders agreed, among other
things, subject to certain conditions, to waive any events of
default resulting from the Company's inability to maintain
liquidity in excess of $50 million, giving pro forma effect to the
Company’s payments of (i) the $15.0 million semi-annual interest
payment due on October 1, 2016 on approximately $381.8 million in
aggregate principal amount of Senior Notes due 2020 and (ii) the
approximately $2.1 million semi-annual interest payment due on Dec.
1, 2016, on approximately $51.2 million in aggregate principal
amount of Senior Notes due 2019.
In conjunction with the Waiver and Eleventh Amendment, the Company
monetized certain of its outstanding commodity price hedge
agreements and used the proceeds along with cash on hand first to
pre-pay the First Lien Lenders (i) $29.3 million, representing the
remaining outstanding borrowing base deficiency resulting from the
Company's borrowing base redetermination in May 2016 and (ii) $37.5
million, which was applied as the first required monthly payment to
the Company's new borrowing base deficiency resulting from the
November 2016 borrowing base redetermination. Also, the Company
pledged to the First Lien Lenders certain unencumbered midstream
assets as collateral as well as agreed to pay 100% of the net cash
proceeds from any asset sale, swap or hedge monetization or other
disposition to the First Lien Lenders. The borrowing base may be
further reduced as a result of such disposition to the extent of
the attributed value of such asset to the borrowing base.
Furthermore, any incurrence of second lien debt will require the
Company to prepay the First Lien Lenders equal to the net cash
proceeds received by the Company from any second lien financing.
On Nov. 3, 2016, the Company completed the semi-annual
redetermination of its borrowing base, resulting in a reduction
from $1.325 billion to $1.1 billion. After consideration of the
first $37.5 million deficiency payment already having been made
pursuant to entering into the Waiver and Eleventh Amendment on Oct.
26, 2016, the Company intends to repay the remaining borrowing base
deficiency of $187.5 million in five equal monthly installments of
$37.5 million beginning in January 2017. The Company anticipates
that its forecasted excess cash flow will not be sufficient to pay
the remaining borrowing base deficiency. Refinancing or
restructuring our debt, selling assets, reducing or delaying our
drilling program or seeking to raise additional capital through
non-traditional lending or other private sources of capital will be
necessary to satisfy this requirement in order to be back in
compliance under the Credit Agreement.
The Company made the $15.1 million semi-annual interest payment
with respect to its Senior Notes due 2020 on Oct. 26, 2016.
Capital Expenditures
Total capital expenditures for the drilling, capital workover and
recompletion of oil and natural gas properties were approximately
$13.6 million in the third quarter of 2016 compared to $28.1
million for the comparable quarter of 2015 and $15.2 million for
the second quarter of 2016. Total capital expenditures were
approximately $49.1 million for the first nine months of 2016
compared to $80.2 million in the comparable period of 2015.
The Company has significantly reduced its capital expenditures
budget for 2016 as compared to 2015. The Company currently
anticipates a total capital expenditures budget of between $15
million and $16 million for the remainder of 2016 or a range
between $64 million and $65 million for the full year of 2016 of
which $3.8 million is related to capital spent on assets sold in
the SCOOP/STACK Divestiture. The Company expects to spend
approximately 54% of the remaining 2016 capital expenditures budget
participating as a non-operating partner in the drilling and
completion of directional natural gas wells in the Pinedale Field.
Additionally, the Company expects to spend 8% of the remaining 2016
capital expenditures budget participating as a non-operating
partner in the drilling and completion of one vertical oil well in
Hardin County, Texas and one vertical natural gas well in Claiborne
Parish, Louisiana. The balance of the remaining 2016 capital
expenditures budget is related to recompletion and maintenance
activities in the Company's other operating areas.
Liquidity Update
At Nov. 7, 2016, the Company had indebtedness under its
Reserve-Based Credit Facility totaling approximately $1.3 billion
with a borrowing base of $1.1 billion, resulting in a borrowing
base deficiency of $187.5 million, after consideration of $0.3
million in outstanding letters of credit. The Company currently
has a cash balance of approximately $30.0 million. The Company
intends to repay the remaining borrowing base deficiency of $187.5
million in five equal monthly installments of $37.5 million
beginning in January 2017. The Company anticipates that its
forecasted excess cash flow will not be sufficient to pay the
remaining borrowing base deficiency. Refinancing or restructuring
its debt, selling assets, reducing or delaying the Company's
drilling program or seeking to raise additional capital through
non-traditional lending or other private sources of capital will be
necessary to satisfy this requirement in order to be back in
compliance under the Credit Agreement.
Cash Distributions
The Company's board of directors elected to suspend its monthly
cash distribution on its common, Class B and Cumulative Preferred
units effective with the February 2016 distribution.
A full-text copy of the press release is available for free at:
https://is.gd/okv77K
About Vanguard Natural Resources
Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a
publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties. Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in Wyoming,
and the Powder River Basin in Wyoming.
As of June 30, 2016, Vanguard had $1.82 billion in total assets,
$2.32 billion in total liabilities and a total members' deficit of
$493.6 million.
* * *
In April 2016, S&P Global Ratings raised the corporate credit
rating on Houston-based exploration and production company Vanguard
to 'CCC-' from 'SD'. "The rating action follows Vanguard's partial
exchange of its 7.875% unsecured notes maturing in 2020 for new 7%
senior secured second-lien notes maturing in 2023 at less than
par," said S&P Global Ratings analyst David Lagasse. "We viewed
this transaction as a distressed exchange."
As reported by the TCR on Aug. 22, 2016, S&P Global Ratings raised
the corporate credit rating on Houston-based exploration and
production company Vanguard Natural Resources LLC to 'CCC-' from
'SD'. The outlook is negative.
VESTIS RETAIL: Delaware Court Allows Injury Suit to Proceed
-----------------------------------------------------------
Martin O'Sullivan, writing for Bankruptcy Law360, reported that the
Delaware Bankruptcy Court lifted the automatic stay imposed in the
Chapter 11 case of Vestis Retail Group LLC to allow Massimo
Millauro to pursue personal injury claims by a bicycle purchased
from Sport Chalet. Mr. Millauro sued Vestis-owned Sport Chalet in
2013 for injuries that allegedly resulted from the chain's
negligent assembly of a bicycle, but a trial date set for November
was vacated after Vestis filed for Chapter 11.
About Vestis Retail Group
Vestis Retail Group and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on
April 18, 2016. The Debtors estimated assets in the range of $0
to
$50,000 and debts of $100 million to $500 million. The petitions
were signed by Thomas A. Kennedy as secretary.
Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC,
et
al., operate 144 retail stores, which are located in 15 states.
Bob's Stores operates 36 stores throughout New England, New York,
and New Jersey. Eastern Mountain Sports operates 61 stores,
located primarily in the Northeastern states. Sport Chalet
operates 47 stores throughout California, Arizona, and Nevada.
Bob's Stores and EMS primarily operate stores located in the
Northeastern states, while Sport Chalet's stores, which are
currently being liquidated, are located in the Western states.
Prior to the Petition Date, each of the three Debtor retailers
operated an e-commerce site at, respectively, www.bobstores.com,
www.sportchalet.com, and www.ems.com. In 2015, the Debtors
collectively generated 5% of their total sales, or approximately
$32 million, through e-commerce, according to Court documents.
Judge Laurie Selber Silverstein is assigned to the cases.
The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as
their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors
LLC as their financial advisor and Kurtzman Carson Consultants,
LLC
as their claims and noticing agent.
An official committee of unsecured creditors has been appointed in
the cases. The Committee has tapped Cooley LLP as its lead
counsel
and Polsinelli as conflicts counsel. Zolfo Cooper, LLC serves as
its bankruptcy consultant and financial advisor.
VIBE MICRO: Asks 11th Cir. to Reinstate Racketeering Suit
---------------------------------------------------------
Kali Hays, writing for Bankruptcy Law360, reported that Vibe Micro
Inc. on Nov. 7 urged the U.S. Court of Appeals for the Eleventh
Circuit to overturn a Florida federal court's dismissal of
allegations that a rival financial kiosk company conspired to
bankrupt a Vibe affiliate with the help of Snell & Wilmer LLP.
Vibe Micro argues that the lower court rejected an amended
complaint without considering the merits of the claims.
U.S. District Judge Donald M. Middlebrooks said in his July
dismissal order that Vibe's second amended complaint against
Payteller LLC and other defendants did not fix serious issues.
In a report on Dec. 9, 2015, the Troubled Company Reporter, citing
an article by John Kennedy at Bankruptcy Law360, said District
Judge Middlebrooks dismissed a racketeering suit by Edward Mandel,
calling it "mostly incoherent," but giving him 10 days to make
changes. Judge Middlebrooks said Mandel and his company, Vibe
Micro, had failed to support their allegations of breach of
fiduciary duties, violations of the Racketeer Influenced and
Corrupt Organizations Act.
WAFERGEN BIO-SYSTEMS: Incurs $3.67-Mil. Net Loss in Third Quarter
-----------------------------------------------------------------
WaferGen Bio-systems, Inc. reported a net loss of $3.67 million on
$2.39 million of total revenue for the three months ended
Sept. 30, 2016, compared to a net loss of $3.47 million on $2.01
million of total revenue for the three months ended Sept. 30,
2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $12.96 million on $6.84 million of total revenue
compared to a net loss of $12.10 million on $4.76 million of total
revenue for the same period a year ago.
As of Sept. 30, 2016, Wafergen had $11.39 million in total assets,
$7.72 million in total liabilities and $3.66 million in total
stockholders' equity.
Key Recent Highlights
* The special shareholder meeting to vote on the proposed merger
with Takara Bio USA Holdings Inc. was adjourned and
rescheduled to Nov. 15, 2016. Proxies received to date have
been strongly in favor of the merger proposal but approval of
a majority of all outstanding shares is necessary for this
proposal to be approved.
* Product sales through the Company's new Japanese distribution
partner, Takara, since they were engaged in June 2016, have
exceeded sales through its prior distributor during 2015.
* Quarterly product revenue increased 27% over the same quarter
last year.
* Placed four ICELL8 Single-Cell Systems in the third quarter of
2016.
* Closed on Sept. 30, 2016, with $5.1 million in cash, which
WaferGen believes is sufficient to fund operations into 2017.
"We are pleased with the continued growth of WaferGen revenues
which is being spurred by new applications for our ICELL8,
SmartChip and Apollo systems. We are on track to achieve
consolidated 2016 revenues exceeding $9 million and provide
stockholders more clarity of the benefit they will receive from the
merger with Takara Bio USA Holdings, Inc.," said Rollie Carlson,
Ph.D., president and chief executive officer of WaferGen. "We have
placed twelve ICELL8 Single-Cell Systems since our initial launch
in October of 2015, and are pleased with our sales outlook in the
fourth quarter. We are maintaining our full-year 2016 revenue
guidance of $10 million to $12 million."
Third Quarter Ended September 30, 2016
Total revenue for the three months ended Sept. 30, 2016, was
approximately $2.4 million, compared to approximately $2.0 million
for the prior year period, which included $125,000 of license and
royalty revenue related to an agreement which was terminated in
early 2016. The increase of $509,000 in product revenue was
primarily attributable to increases for the three months ended
Sept. 30, 2016, in sales of WaferGen's SmartChip Systems, with
revenue up 62% from the comparable 2015 period, mainly due to
ICELL8 sales. Sales of SmartChip consumables and of the Apollo
business products also increased, with revenue up 14% and 9%,
respectively, from the comparable 2015 period.
Gross profit and gross profit margin related to product sales in
the third quarter of 2016 were approximately $1.3 million and 53%,
respectively, compared to gross profit and gross profit margin
related to product sales of approximately $1.0 million and 55%,
respectively, in the third quarter of 2015. The decline in gross
margin is mainly due to an increase in the percentage of revenue
derived from the sale of systems, which afford lower margins than
consumables.
Operating expenses in the three months ended Sept. 30, 2016,
increased by $243,000 to $4.8 million, compared to $4.6 million for
the same period of 2015. Sales and marketing expenses increased
$312,000 to approximately $1.7 million, compared to approximately
$1.4 million in the three months ended Sept. 30, 2015. Research
and development expenses decreased $168,000 to approximately $2.2
million, compared to approximately $2.4 million for the same
quarter in 2015. General and administrative expenses increased
$99,000 to $880,000, compared to $781,000 in the third quarter of
2015.
Net loss for the three months ended Sept 30, 2016, was
approximately $3.7 million, or $0.19 per share, compared to a net
loss of approximately $3.5 million, or $0.61 per share, in the same
period of 2015.
At Sept. 30, 2016, WaferGen had cash and cash equivalents of
approximately $5.1 million.
WaferGen continues to expect its full-year 2016 revenue will be
between $10 million and $12 million.
A full-text copy of the press release is available for free at:
https://is.gd/YbykRW
About WaferGen Bio-systems
Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research. Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.
WaferGen reported a net loss attributable to common stockholders of
$19.99 million on $7.16 million of total revenue for the year ended
Dec. 31, 2015, compared to a net loss attributable to common
stockholders of $10.7 million on $6 million of total revenue for
the year ended Dec. 31, 2014.
WEST 41 PROPERTY: Stabilis to Fund Full-Payment Plan
----------------------------------------------------
West 41 Property LLC filed a plan of reorganization, which provides
that creditors' claims will be satisfied in two steps.
First, the Plan Fund will be funded by SF IV Bridge I LP
("Stabilis") in an amount, in addition to the Debtor's Available
Cash on the Effective Date, which will pay, in full, (i) the
Allowed Claims in Classes 1 (Other Priority Claims), 3 (Other
Secured Claims), 4 (City of New York Claims), 5 (General Unsecured
Claims), and Administrative Claims, Priority Tax Claims and Fee
Claims; (ii) to fund the Disputed Claim Reserves; (iii) to fund
reserves for Post-Confirmation Legal Fees; and (iv) to fund
reserves for Plan Administrator fees and expenses subsequent to the
Effective Date.
The amount paid by Stabilis to fund the Plan Fund, which is
estimated to be approximately $1,650,0003, will be added to the
Allowed Claim of Stabilis. As a result, all creditors holding
Allowed Claims except for the claims of the DIP Lender, the Class 2
Claim held by Stabilis will have been paid in full on the Effective
Date of their claims will have been reserved for in the Disputed
Claim Reserve.
Second, the Plan provides for the sale of the real property and
improvements located at 440 West 41st Street, in New York, pursuant
to a Purchase Agreement after a post-confirmation marketing period
of up to a maximum of six months, which may be extended, after
consultation with Stabilis, by the Plan Administrator for up to an
additional three months. The Purchase Agreement provides for
Stabilis to be the "stalking horse" bidder for the Property at an
amount of not less than $50,000,000, subject to higher or better
bids.
Upon the closing of the proposed Sale Transaction, the Plan
provides that the proceeds will be distributed to holders of Class
2 secured Claims and Class 5 Existing Equity Interests in
accordance with the terms of the Plan.
A full-text copy of the Disclosure Statement dated October 28,
2016, is available at:
http://bankrupt.com/misc/nysb16-22393-92.pdf
About West 41 Property
Headquartered in New York, New York, West 41 Property LLC owns the
real property and improvements located at 440 West 41st Street, New
York, New York. The Property is improved by a 13 story building
which currently contains multi-family residential apartments and
several commercial units which are in the process of being
renovated. The Property has 96 residential units and will have,
when renovations are completed, a presently undetermined number of
commercial units.
West 41 Property filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 16-22393) on March 25, 2016, estimating its
assets at up to $50,000 and debts at between $10 million and $50
million. The petition was signed by David Goldwasser, managing
member, GC Realty Advisors LLC.
Judge Robert D. Drain presides over the case.
Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene
Genovese & Gluck, P.C., serves as the Debtor's bankruptcy counsel.
The Debtor also employs Lawrence J. Berger P.C. as Special Tax
Counsel, Bedford Soumas LLP as Special Litigation Counsel with
respect to Landlord-Tenant matters, Richard A. Solomon as Special
Litigation Counsel with respect to City Building, fire Department
and ECB matters, and Fasten Halberstam LLP as Accountants. J&C
Lamb Management is the Debtor's property manager.
WEST CONTRA COSTA: Objections to Chapter 9 Petition Due Nov. 30
---------------------------------------------------------------
The deadline for filing objections to the voluntary petition under
Chapter 9 filed by West Contra Costa Healthcare District in the
U.S. Bankruptcy Court for the Northern District of California is
set for Nov. 30, 2016.
Objections, if any, must be filed by electronic court filing or
with the clerk of court, 1300 Clay Street, Post Office 2070,
Oakland, California, 94604-2070.
Based in Pinole, California, West Contra Costa Healthcare District
dba Doctors Medical Center San Pablo/Pinole filed for Chapter 9
protection on Oct. 20, 2016 (Bankr. N.D. Ca. Case No. 16-42917).
Samuel R. Maizel, Esq., at Dentons US LLP, represents the Debtor in
its case. The Debtor estimated assets of between $10 million and
$50 million, and debts of between $50 million and $100 million.
WILLIAM J. KARDASH: Plan Confirmation Hearing Set for Dec. 15
-------------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida has conditionally approved William J. Kardash,
Sr.'s disclosure statement dated Oct. 31, 2016, referring to the
Debtor's plan of reorganization.
The Court will conduct a hearing on confirmation of the Plan,
including timely filed objections to confirmation, objections to
the Disclosure Statement, motions for cramdown, applications for
compensation, and motions for allowance of administrative claims on
Dec. 15, 2016, at 10:30 a.m.
Objections to the Disclosure Statement as well as objections to the
confirmation of the Plan must be filed no later than seven days
prior to the date of the hearing on confirmation.
Parties-in-interest will submit to the Clerk's office their written
ballot accepting or rejecting the Plan no later than eight days
before the date of the Confirmation Hearing.
The Debtor will file a ballot tabulation no later than three days
before the date of the Confirmation Hearing.
All creditors and parties-in-interest that assert a claim against
the Debtor which arose after the filing of the case, including all
professionals seeking compensation from the estate of the Debtor
pursuant to Bankruptcy Code Section 330, must file motions or
applications for the allowance of the claims with the Court no
later than 14 days after the entry of the Nov. 2 court order.
Three days prior to the Confirmation Hearing, the Debtor will file
a confirmation affidavit which shall contain the factual basis upon
which the Debtor relies in establishing that each of the
requirements of Bankruptcy Code Section 1129 are met.
William J. Kardash, Sr., filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 16-05715) on July 1, 2016. Alberto F
Gomez, Jr., Esq., at Johnson Pope Bokor Ruppel & Burns, LLP, serves
as the Debtor's bankruptcy counsel.
WILLIAM MERLO: Hearing on Plan Outline Set For Nov. 30
------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida has scheduled for Nov. 30, 2016, at
11:00 a.m. the hearing on William Merlo's disclosure statement
referring to the Debtor's plan of reorganization.
Objections to the Disclosure Statement must be filed by Nov. 18,
2016.
Under the Plan, Class 3 is impaired and consists of general
unsecured claims. This class will receive a pro rata distribution
of 25% of allowed claims in equal monthly payments over 48 months
starting on the effective date of the Plan. The plan payments
will
be equal to or in excess of those required to exceed the amount
unsecured creditors would receive in a case under Chapter 7. The
effective date of the plan will occur 30 days after the date of
confirmation of the Plan. The payments will continue for 48
months
after the effective date of the Plan unless the amount
contemplated
to be paid under the plan is paid earlier.
The principal of the debtor will contribute any amounts needed by
the Debtor to fund the initial payment under the Plan.
The Debtor will fund any other payments due pursuant to the Plan
from income, and the operation business interests. From the
foregoing, the Reorganized Debtor will make all payments required
to be made on the Effective Date. These funds will also be used
to
make all administrative expense payments required under the Plan
unless other treatment is agreed to. The amount required to fund
the Plan is unknown at the filing of the Disclosure Statement.
Even though the amount needed to confirm its Plan is unknown, the
Debtor believes that the amount will not exceed $15,000.
The Disclosure Statement is available at:
http://bankrupt.com/misc/flsb15-25639-40.pdf
The Plan was filed by the Debtor's counsel:
Richard Siegmeister, Esq.
1800 SW 1st Avenue, No. 304
Miami, Florida 33129
William Merlo filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Fla. Case No. 15-25639) on Aug. 28, 2015.
WORLD CROSS: Case Summary & 11 Unsecured Creditors
--------------------------------------------------
Debtor: World Cross Culture, Inc.
202 West 40th Street, Suite 1101
New York, NY 10018
Case No.: 16-13166
Chapter 11 Petition Date: November 14, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. James L. Garrity Jr.
Debtor's Counsel: Steven Soulios, Esq.
RUTA SOULIOS STRATIS LLP
370 Lexington Avenue, 24th Floor
New York, NY 10017
Tel: (212) 997-4500
Fax: (212) 768-0649
E-mail: ssoulios@rutasoulios.com
ssoulios@lawnynj.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Scott Kim, president.
A copy of the Debtor's list of 11 unsecured creditors is available
for free at http://bankrupt.com/misc/nysb16-13166.pdf
XTERA COMMUNICATIONS: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Xtera Communications, Inc. 16-12577
500 West Bethany Drive, Ste #100
Allen, TX 75013
Xtera Communications Ltd. 16-12578
60 Goswell
Devonshire House
London EC1M 7AD
England
Xtera Communications Canada, Inc. 16-12579
Xtera Communications Hong Kong Limited 16-12580
PMX Holdings, Limited 16-12581
Azea Networks, Inc. 16-12582
Neouvus, Inc. 16-12583
Xtera Asia Holdings LLC 16-12584
Type of Business: Sells high-capacity, cost-efficient optical
transport solutions, supporting the high growth
in global demand for bandwidth to
telecommunications service providers.
Chapter 11 Petition Date: November 15, 2016
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Debtors' Counsel: Stuart M. Brown, Esq.
DLA PIPER LLP (US)
1201 North Market Street, Suite 2100
Wilmington, DE 19801
Tel: 302-468-5640
Fax: 302-778-7913
E-mail: stuart.brown@dlapiper.com
Debtors'
Financial
Advisor &
Investment
Banker: COWEN & COMPANY
Debtors'
Claims Agent: EPIQ SYSTEMS, INC.
Total Assets: $50.47 million
Total Debts: $66.45 million
The petition was signed by Joseph R. Chinnici, chief financial
officer.
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Nexans Norway Trade Debt $7,796,272
Postboks 6450
Etterstad N-0605 Norway
M C Assembly Trade Debt $3,493,980
Attn: Cheryl Brigham
5971 Paysphere Circle
Chicago, IL 60674
Tel: (321) 837-8076
Email: cherbrig@mcatl.com
NSG Technologies Trade Debt $3,148,406
1705 Junction Court STE 200
San Jose, CA 95112
Surface Technology Trade Debt $2,733,832
International, LTD
Osborn Way Hook
Hampshire RG279
United Kingdom
Email: enquire@sti-limited.com
E-Marine Trade Debt $1,513,912
PO Box 282727
Dubai UAE
Tel: +971 4 881 4433
Email: emarine@emarine.ae
Lumentum Operations LLC Trade Debt $932,251
Attn: Mickey Adraansen
400 N McCarthy Blvd
Milpitas, CA 95035
Tel: (844) 810-5483
Email: mickey.adriaansen@lumentum.com
Acacia Communications, Inc. Trade Debt $754,500
3 Clock Tower Plaza, Suite 130
Maynard, MA 01754
Email: orders@acacia-inc.com
Zajel Communications LLC Trade Debt $629,931
PO Box 1036
P.C. 133
Al Khuwair Sultane of Oman
Jansvet Consulting Limited Trade Debt $487,615
Attn: Inna Makarevich
Fujaairah Tower
PO Box 4422
Fujairah Ras Al Kha UAE
Tel: +971 4 319 7685
Tel: 971 4 319 7685
Email: main@jansvet.com
Spellman High Voltage Trade Debt $313,086
Electronics Ltd.
Attn: Clive McNamara
Unit 14 Broomers Park
Broomers Hill Lane
West Susses RH 202R
United Kingdom
Tel: +44 1 798 8770
Email: clivem@spellmanhv.com.uk
Global Marine Systems Ltd. Trade Debt $310,000
New Saxon House
1 Winsford Way
Boreham Interchange
Essex CM25PD United Kingdom
Email: info@globalmarinesystems.com
Accelink Technologies Co. Ltd. Trade Debt $288,000
Attn: Zhao Zou (Jason)
1 Tanhu Road
Canglongdao Development Zone
Jiangxia District Wuhan
430205 China
Email: zhao.zou@accelink.com
Empower TN OY Trade Debt $219,204.40 GBP
Attn: Jari Varinen
Valimotie 9-11
Helsinki 00380 Finland
Email: Tiina.Lehtinen@empower.fi
Oplink Communications, Inc. Trade Debt $270,945
46335 Landing Parkway
Fremont, CA 94538
Fax: (510) 933-7300
Email: info@oplink.com
Morgan Franklin Consulting, LLC Trade Debt $262,745
Tysons Tower
7900 Tysons One Place, Suite 300
McLean, VA 22102
Sentry Precision Sheet Metal Ltd. Trade Debt $212,293
Attn: Dave Robbs
20-L Enterprise Avenue
Nepean, ON K2G OAG Canada
Tel: (613) 224-4341
E-mail: r@sentryprecision.com
Horizon Technology Finance Trade Debt $166,295
Seaworks AS Trade Debt $156,047
E-mail: post@seaworks.no
Oakland Industries, Ltd. Trade Debt $142,181
A-2-SEA Solutions Ltd. Trade Debt $87,020.40 GBP
E-mail: steve@a2sea.co.uk
*********
Monday's edition of the TCR delivers a list of indicative prices
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2016. All rights reserved. ISSN: 1520-9474.
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