/raid1/www/Hosts/bankrupt/TCR_Public/161206.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, December 6, 2016, Vol. 20, No. 340
Headlines
261 EAST 78 LOFTS: Seeks Feb. 28 Extension to Solicit Plan Votes
510 MAIN STREET: Case Summary & 18 Largest Unsecured Creditors
A QUIVER FULL: Needs Until April 27 to File Plan of Reorganization
A&A WHEELER: Has Until Jan. 31 to Use Cash Collateral
ABEINSA HOLDING: U.S. Trustee Objects to Reorganization Plan
ADVANCEPIERRE FOODS: Moody's Raises Rating on $695MM Loan to Ba3
AF-SOUTHEAST LLC: Liquidating Plan to Pay Unsecured Claims in Full
ALGODON WINES: Obtains $289,300 from Private Placement Financing
AMERICAN APPAREL: Hires Jones Day as Counsel
AMERICAN APPAREL: Hires Pachulski Stang as Conflicts Counsel
AMERICAN APPAREL: Hires RGP as Consultants
AMERICAN APPAREL: Taps Prime Clerk as Administrative Advisor
AMERICAN GILSONITE: Taps Ernst & Young as Services Provider
AMSURG CORP: S&P Withdraws 'BB-' CCR on Completed Merger
ANTHONY B. LEWIS: Unsecureds To Recoup 1% Over 5 Years
APRICUS BIOSCIENCES: Gets Noncompliance Notice from NASDAQ
AUTOPARTS HOLDINGS: Moody's Puts Caa2 CFR Under Review for Upgrade
AXALTA COATING: Moody's Assigns Ba1 Rating on Sr. Sec. Loans
BASIC FOOD: Interest Holders To Give Up Equity to Noah Bank Nominee
BIG APPLE CIRCUS: Taps Debevoise as Pro Bono Attorneys
BILL BARRETT: Releases December 2016 Investor Presentation
BLACK KNIGHT: S&P Affirms 'BB-' CCR and Revises Outlook to Pos.
BOWHUNT AMERICA: Unsecureds To Receive 5% of Net Revenue Over 3Yrs
BSD MEDICAL: Stock Holders To Recover Up to $0.03 Per Share
BURCON NUTRASCIENCE: Completes Over-Subscribed Rights Offering
CADDO DESIGN: Hires Paridae Enterprises as Accountant
CADIZ INC: Inks Fifth Amendment to Wells Fargo Credit Agreement
CADIZ INC: Prices Public Offering of Common Stock
CAESARS ENTERTAINMENT: 90% of Creditors Accept Reorganization Plan
CAPUTO TOLLGATE: 974 Realty Buying Mamaroneck Property for $1.5M
CAT CONNECTION: January 18 Plan Confirmation Hearing
CCH JOHN EAGAN: Wants Solicitation Period Extended Thru Jan. 12
CHINA FISHERY: Has Until January 6 to File Plan of Reorganization
CITYGOLF: To Distribute $10,000 to Admin. Claimants
CJ HOLDING: La Grange Buying La Grange Property for $60K
CUI GLOBAL: Stockholders Elect Six Directors
DAYA MEDICALS: Disclosure Statement Hearing Set for Dec. 14
DENE BUSTICHI: Unsecureds To Be Paid $291,569 Under Plan
DHARMA FOUNDATION: Voluntary Chapter 11 Case Summary
DOWLING COLLEGE: Taps A&G, Madison as Real Estate Advisors
DOWLING COLLEGE: Taps Douglas Elliman as Real Estate Broker
EIGHT MILE: Plan Confirmation Hearing Scheduled for Jan. 9
ELBIT IMAGING: Amendment to Unit's Restructuring Plan Okayed
ELBIT IMAGING: Cancels Agreement with Israel Land Authority
EMPRESAS PLAYA: Wants to Use Triangle REO Cash Collateral
ERICKSON INCORPORATED: Hires Haynes and Boone as Attorneys
ERICKSON INCORPORATED: Taps Alvarez & Marsal as Financial Advisors
ERICKSON INCORPORATED: Taps Imperial Capital as Investment Banker
ESSENTIAL LIVING: Case Summary & 20 Largest Unsecured Creditors
EXCEL STAFFING: Wants to Use IRS, EDA Cash Collateral
FERGUSON CONVALESCENT: Files Second Amended Disclosure Statement
FINJAN HOLDINGS: Continues to Seek Relief from Unauthorized Users
FIRED UP: Sale of Excess Computer Equipment Approved
FIRED UP: TAGeX's Auction of Personal Property Approved
FIRST WIVES ENTERTAINMENT: Needs Until March 21 to File Plan
FOREST PARK MEDICAL: Execs Face Criminal Charges Over $40M Bribes
FRANK W. KERR: Hilco Buying 3 Vehicles for $25,000
FREEDOM COMMUNICATIONS: Seeks February 27 Plan Filing Extension
FUNCTION(X) INC: Amends 74.4 Million Shares Resale Prospectus
GF FINANCE: Disclosures OK'd; Plan Confirmation Hearing on Jan. 4
GLOBAL ATLANTIC: S&P Assigns 'BB' Rating on $250MM Sub. Debentures
GRAFTECH INT'L: S&P Affirms 'CCC+' CCR, Outlook Stable
GREAT BASIN: Has 199.8-Mil. Outstanding Common Shares as of Dec. 2
GREAT BASIN: Obtains Default Waivers from 2016 Note Buyers
GREEN OAK: MCK 27 Buying Schenectady Property for $4 Million
GWENDOLYN JOHNSON: Unsecureds to be Paid $1K Per Month for 60 Mos
HAMPSHIRE GROUP: Wants Court Approval for Cash Collateral Use
HARBOR HILL: NRC Realty to Auction Resort on Feb. 14
HOLSTED MARKETING: Has Until Dec. 16 to File Chapter 11 Plan
HOMCO REALTY: First Creditor's Meeting Set for December 13
ICMFG & ASSOCIATES: Plan Exclusivity Period Moved to January 27
ICMFG & ASSOCIATES: Wants Plan Filing Period Moved to January 27
INTERNATIONAL SHIPHOLDING: Seeks Feb. 27 Plan Filing Extension
IOWA FERTILIZER: Fitch New 2016 Rev. Bonds B-, on Watch Negative
J. G. SOLIS: Court Allows Cash Collateral Use Until Dec. 15
J.G. NASCON: Sale of Milling Machine for $190K Approved
JACK COOPER: S&P Lowers CCR to 'CC', On CreditWatch Negative
JAMES CARROLL: Colonial Farm Objects to Disclosure Statement
JO-LIN HEALTH CENTER: Can File Chapter 11 Plan Until March 13
JOHN SCALI SR: Jan. 10 Disclosure Statement, Plan Hearing
KHANH VAN TONG: Will Continue to Make Monthly Home Mortgage Payment
KRISTAL OWENS-GAYLE: Bayview Loan Tries To Block Disclosures OK
LEGEND OIL: Names Hillair's Neal Kaufman as Director
LORI ANNE DAVIS: Unsecureds To Get Paid $1,000 Over 5 Yrs.
MARY ZIMMERMAN: Olazabals Buying McLean Property for $1.8M
MATHIOPOULOS 3M: Hearing on Plan Confirmation Set for Jan. 12
MAX EXPRESS: Plan Filing Deadline Extended Through Jan. 31
MBIA INSURANCE: Moody's Affirms Caa1 Financial Strength Rating
MEMORIAL PRODUCTION: Enters Into Forbearance Agreement
MISTER CAR WASH: S&P Lowers CCR to 'B-' Following Dividend Payment
ML HOSPITALITY: Unsecureds to Get 10% Over 3 Years, at 1% Per Annum
MOHAVE AGRARIAN: Hammer Buying 160-Acre Parcel in Mohave for $800K
MORGANS HOTEL: Completely Acquired by SBE
MOSAIC MANAGEMENT: Seeks January 2 Plan Exclusivity Extension
MOTORS LIQUIDATION: GUC Trust Files 2017 Admin. Costs Budget
MUSCLEPHARM CORP: Names Peter Lynch as Chief Financial Officer
NABORS INDUSTRIES: Moody's Rates New $500MM Sr. Unsec. Notes Ba2
NEW PHOENIX METALS: Unsecureds To Recoup 45% Over 36 Months
NJOY INC: Asks Court to Extend Plan Period Until April 14
NORTH FORK COMPOSITES: Sale of Assets Denied
OMINTO INC: Names Jaye Connolly-LaBelle to Board of Directors
ONEOK INC: S&P Affirms 'BB+' CCR & Revises Outlook to Stable
PAYLESS INC: S&P Lowers CCR to 'B-' on Weak Industry Conditions
PEABODY ENERGY: Asks Court to Move Plan Filing Period to Feb. 13
PEDRO R. MARTINEZ: Unsecureds To Get Pro Rata Share of $10,000
PELICAN REAL ESTATE: Seeks to Move Plan Filing Period to January 5
PENN REALTY: Case Summary & 3 Unsecured Creditors
PHOENIX BRANDS: Dec. 19 Liquidation Plan Confirmation Hearing
PLANET MERCHANT: Planet Group Buying All Assets for $12 Million
PLATINUM PARKING: Voluntary Chapter 11 Case Summary
PORTER BANCORP: Liquidity Strong Despite Appellate Ruling
PRECISION OPTICS: Hershey Mgt., et al. Hold 16% Stake as of Nov. 22
PREFERRED CONCRETE: Use of IRS Cash Collateral Until Feb. 8 OK
PUSHMATAHA HOSPITAL: Court Allows Cash Collateral Use
QUANTUM CORP: Reschedules Annual Meeting to March 31
RAYMOND SANCHEZ: Jan. 4 Disclosure Statement Hearing
RED HILLS: Plan Confirmation Hearing on Jan. 5
RENNOVA HEALTH: Francisco Roca Reports 11.2% Stake as of Sept. 21
REPUBLIC AIRWAYS: Unsecureds To Receive Cash or New Common Stock
RESOLUTE ENERGY: Unit Amends Purchase Contract with Kinder Morgan
RESPONSE BIOMEDICAL: Cancels Registration of Securities Under Plans
RESPONSE BIOMEDICAL: OrbiMed, et al., No Longer Own Common Shares
RESPONSE BIOMEDICAL: Suspending Filing of Reports with SEC
RICEBRAN TECHNOLOGIES: John Short Resigns from Board
RICHARD HELFAND: Court Approves Disclosure Statement
RICK KHOMAL BENISASIA: Plan Confirmation Hearing Set for Jan 10
RITCHIE BROS: Moody's Assigns Ba3 CFR; Outlook Stable
ROMA'S STEAK: January 12 Disclosure Statement Hearing
ROMA'S STEAK: Unsecureds To Get $603 Per Month Over 10 Years
SANJECK LLP: Unsecured Creditors To Recoup 27% Over 60 Months
SANTA ROSA ACADEMY: S&P Hikes School Revenue Bonds Rating to 'BB+'
SCOUT MEDIA: Creditors Owed $800,000 Launch Involuntary Ch. 11
SCOUT MEDIA: Involuntary Chapter 11 Case Summary
SEACOR HOLDINGS: Fitch Affirms 'B' IDR & Alters Outlook to Neg.
SEANERGY MARITIME: Takes Delivery of Capesize Vessel M/V Lordship
SEARS HOLDINGS: ESL Partners Holds 57.6% Equity Stake as of Dec. 1
SEARS HOLDINGS: Steven Mnuchin Resigns as Director
SHANGOL INC: Brahmbhatt Buying All Assets for $5.5 Million
SHERWIN ALUMINA: Unsecured Creditors To Recoup 5.4%-10% Under Plan
SHIV HOTELS: Plan Filing Period Extended Until December 8
SHOOT THE MOON: Trustee Selling Life Insurance Policy for $12K
SHORT ENTERPRISES: Can Use Bank of Carbondale Cash Collateral
SIGNAL GENETICS: Inks IP Purchase Agreement with Quest Diagnostics
SKYHIGH PROPERTY: Disclosure Statement Hearing Set for Jan. 4
SNAP INTERACTIVE: Stockholders OK Reverse Common Stock Split
SPIRAL HOLDINGS: S&P Assigns 'B' CCR on Trillion Software Deal
STETSON RIDGE: Involuntary Chapter 11 Case Summary
STRATEGIC ENVIRONMENTAL: Trustee Taps SEP as Legal Counsel
SUCCESS INC: Unsecureds To Recoup 5% Over 60 Months
SUNEDISON INC: January 16 Canadian Claims Bar Date Set
SYNCSORT INC: Moody's Assigns First Time B3 CFR; Outlook Stable
T-REX OIL: Andrew VanderPloeg Quits as Director
TEINE ENERGY: Moody's Affirms B2 CFR; Outlook Remains Stable
TELEFLEX INC: Moody's Affirms Ba2 CFR; Outlook Stable
TERVITA CORP: Moody's Rates New US$ 2nd Lien Notes Due 2021 'B2'
TEXAS PELLETS: Wants to Extend Plan Filing Date to January 27
TONGJI HEALTHCARE: Incurs $103K Net Loss in Third Quarter
TRANSTAR HOLDING: Unsecureds To Get Pro Rata Share of $500,000
UNITED METALS: Plan Confirmation Hearing on Jan. 9
USA DISCOUNTERS: Files Joint Chap. 11 Plan of Liquidation
VERENGO INC: Cancels Bankruptcy Auction, Seeks Sale to Crius Unit
VERTICAL COMPUTER: Pursuing Spin-Off of Ploinks
WAYSIDE PRODUCTIONS: Unsecureds to Recover 100% Over 69 Months
WHISTLER ENERGY II: Dec. 28 Plan Confirmation
WHITE WING: Seeks Authorization to Use Cash Collateral
WISCONSIN DAIRY: Disclosure Statement Approved, Plan Confirmed
WTE-S&S: Can Use State Bank of Chilton Cash Through Jan. 31
YOGI CARPET: Wants to Use Cash Collateral Through December 26
ZAYO GROUP: Moody's Affirms B2 CFR & Changes Outlook to Stable
[*] Fitch: Deals, Defaults Ahead as Shipping Outlook Stays Negative
[^] Large Companies with Insolvent Balance Sheet
*********
261 EAST 78 LOFTS: Seeks Feb. 28 Extension to Solicit Plan Votes
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261 East 78 Lofts LLC asks the U.S. Bankruptcy Court for the
Southern District of New York for an additional 90-day extension of
the exclusive period to solicit acceptances to its filed plan of
reorganization, or through February 28, 2017.
The Debtor tells the Court that it has previously filed a plan of
reorganization accompanied by a disclosure statement within the
exclusive period for filing, but the exclusive period within which
only the Debtor can solicit acceptances to its Plan had expired on
November 30, 2016.
The Debtor describes that the Plan provides for the sale of the
Property and the payment of creditors from the proceeds. The
Debtor also describes that the Plan provides an option for the
settlement or litigation of the dispute that the Debtor has against
the claim filed by the affiliates of Madison Capital Lending.
However, since the filing of the Plan, the Debtor has been
negotiating for settlement of its dispute with the affiliates of
Madison Capital Lending.
Under the terms of the Settlement, the Debtor will be afforded time
to market and sell its Property, and the secured claim of the
affiliates of Madison Capital Lending will be reduced substantially
to increase the likelihood that there will be sale proceeds
remaining after payment of the mortgage liens so that distributions
may be made to other creditors. A hearing to consider approval of
the Settlement with the affiliates of Madison Capital Lending is
scheduled for December 22, 2016.
In light of the settlement, the approval of the Disclosure
Statement has also been adjourned to December 22, to allow the
Debtor to update the Plan and Disclosure Statement to reflect the
Settlement.
About 261 East 78 Lofts
261 East 78 Lofts LLC owns a six-story medical office building at
261 East 78th Street, New York.
261 East 78 Lofts LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-11644) on June 3,
2016. The petition was signed by Lee Moncho, manager. The case is
assigned to Judge Sean H. Lane. At the time of the filing, the
Debtor disclosed $20.05 million in assets and $13.96 million in
liabilities.
The Debtor tapped Goldberg Weprin Finkel Goldstein LLP as
bankruptcy counsel. The Debtor also engaged Eastern Consolidated
as broker in connection with the sale of its property, a six-story
building located at 261 East 78th Street, New York.
510 MAIN STREET: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 510 Main Street, Inc.
d/b/a Charlie's Diner
510 Main Street
East Aurora, NY 14052
Case No.: 16-12400
Chapter 11 Petition Date: December 1, 2016
Court: United States Bankruptcy Court
Western District of New York (Buffalo)
Judge: Hon. Michael J. Kaplan
Debtor's Counsel: Richard J. Steiner, Esq.
STEINER & BLOTNIK
300 Delaware Avenue
Buffalo, NY 14202
Tel: (716) 847-6500
E-mail: rsteiner@steinerblotnik.com
Total Assets: $7,252
Total Liabilities: $1.13 million
The petition was signed by Steven V. Krastev, owner.
A copy of the Debtor's list of 18 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nywb16-12400.pdf
A QUIVER FULL: Needs Until April 27 to File Plan of Reorganization
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A Quiver Full, Inc. asks the U.S. Bankruptcy Court for the Northern
District of Georgia to extend the exclusive periods during which
the Debtor has the exclusive right to file and solicit acceptances
of a plan of reorganization, through and including April 27, 2017,
and May 24, 2017, respectively.
The Debtor would have the exclusive right to file a Plan of
Reorganization until January 23, 2017, however, the Debtor is still
attempting to negotiate a plan with its major creditors.
About A Quiver Full
A Quiver Full, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-66793) on September
23, 2016. The petition was signed by Jeff Whitmire, authorized
representative. The Debtor is represented by William A. Rountree,
Esq. at Macey,Wilensky & Hennings, LLC. At the time of the filing,
the Debtor estimated assets and liabilities of less than $500,000.
A&A WHEELER: Has Until Jan. 31 to Use Cash Collateral
-----------------------------------------------------
Judge J. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire authorized A&A Wheeler Mfg., Inc., to use
cash collateral on an interim basis until January 31, 2017.
The Debtor is allowed to use cash collateral to pay costs and
expenses incurred in the ordinary course of business to the extent
provided for in the approved Budget, up to $374,284.
The approved Budget provides for total expenses in the amount of
$214,876 for December 2016 and $159,408 for January 2016.
Secured Creditors Federal Savings Bank, B of I Federal, and the
Internal Revenue Service were granted a replacement lien in the
Debtor's post-petition property, of the same kinds and types as the
collateral in which they held valid, enforceable, and perfected
lies on the Petition Date.
The Debtor is directed to file a further application for on-going
usage of cash collateral on or before January 4, 2017, unless the
Court approves a Plan of Reorganization. The deadline for the
filing of objections to the application for on-going usage of cash
collateral is set on January 11, 2017.
A hearing on the Debtor's Motion is scheduled on Jan. 18, 2017 at
2:00 p.m.
A full-text copy of the Order, dated Nov. 30, 2016, is available at
http://bankrupt.com/misc/A&AWheeler2015_1511799bah_121.pdf
About A&A Wheeler Mfg., Inc.
A&A Wheeler Mfg., Inc., based in Lee, New Hampshire, filed for
Chapter 11 bankruptcy (Bankr. D.N.H. Case No. 15-11799) on Nov. 24,
2015. Its petition was signed by Angela Wheeler, vice president
and CFO. Judge Bruce A. Harwood presides over the case. Franklin
C. Jones, Esq., at Wensley & Jones, PLLC, serves as the Debtor's
counsel. A&A Wheeler disclosed total assets of $1.19 million and
total liabilities of $1.49 million.
ABEINSA HOLDING: U.S. Trustee Objects to Reorganization Plan
------------------------------------------------------------
The American Bankruptcy Institute, citing Tracy Rucinski of
Reuters, reported that the U.S. Trustee complained that Abeinsa
Holding Inc.'s Chapter 11 bankruptcy exit plan violates the law by
shielding the Spanish renewable energy parent from lawsuits.
According to the report, in a filing with the U.S. Bankruptcy Court
in Delaware, the U.S. Trustee said Abeinsa's plan may not comply
with federal laws and regulations and should not be confirmed by
the court.
"Failure to win court backing would be a significant issue for
Abengoa and a delay would be detrimental too," Joshua Friedman, a
legal analyst for Debtwire, told Reuters. "Confirming a Chapter 11
plan is vital to its debt restructuring agreement."
The report related that aside from criticizing the broad releases
from lawsuits, the watchdog said Abengoa's plan to retain an equity
stake in Abeinsa even though the U.S. unit's creditors are not
being paid in full violates the U.S. Bankruptcy Code. The U.S.
Trustee said the U.S. reorganization may also fail to provide
"sufficient, or sufficiently convincing" financial information and
may not meet feasibility requirements, the report further related.
Abeinsa's bankruptcy exit plan has also raised objections from a
string of creditors as well as the U.S. government, on behalf of
the Department of Energy and the Federal Communications Commission,
and the U.S. Internal Revenue Service, the report said.
Plan Hearing Today
The Troubled Company Reporter, on Nov. 10, 2016, reported that
Abeinsa Holding Inc., et al.'s first amended plan of reorganization
provides that holders of allowed Class 1 Secured Claims, in full
and final satisfaction, settlement, release, and discharge of each
allowed secured claim in Class 1, except to the extent that a
holder of an allowed Secured Claim and the applicable Debtor or
responsible person agree in writing to a less favorable treatment
for the allowed Secured Claim, on or as soon as practicable after
the Effective Date, to the extent any Secured Claims exist, they
will either be paid in full or they will receive the Debtors'
assets in which the holder of a Secured Claim has an interest.
Holders of allowed claims in Class 3 - EPC Liquidating General
Unsecured Claims, Class 3 - Bioenergy and Maple Liquidating General
Unsecured Claims, Class 3A - EPC Liquidating US Debt Claims, and
Class 3A - Bioenergy and Maple Liquidating US Debt Claims, in full
and final satisfaction, settlement, release, and discharge of each
allowed U.S. debt claim, on or as soon as practicable after the
Effective Date, will get a pro rata share of the applicable
reorganization distribution, or less favorable treatment as agreed
upon in writing by the holder of the U.S. Debt Claim and the
applicable Debtor or the applicable responsible person. General
Unsecured Claims are impaired.
General Unsecured Creditors of EPC Reorganizing Debtor Group with
estimated total claims of $330,946,421 will recover 12.5%. The
"EPC Reorganizing Debtors" means Abener Teyma Mojave General
Partnership, Abener North America Construction, LP, Abeinsa Abener
Teyma General Partnership, Teyma Construction USA, LLC, Teyma USA &
Abener Engineering and Construction Services Partnership, Abeinsa
EPC LLC, Abeinsa Holding Inc., Abener Teyma Hugoton General
Partnership, Abengoa Bioenergy New Technologies, LLC, Abener
Construction Services, LLC, Abengoa US Holding, LLC, Abengoa US,
LLC, and Abengoa US Operations, LLC.
General Unsecured Creditors of EPC Liquidating Debtor Group with
estimated total claims of $12,494,717 will recover 9.2%. The "EPC
Liquidating Debtors" means Abencor USA LLC, Abener Teyma Inabensa
Mount Signal Joint Venture, Inabensa USA, LLC, and Nicsa
Industrial Supplies LLC.
General Unsecured Creditors of Solar Reorganizing Debtor Group
with total estimated claims of $5,997,570 will recover 100%. The
"Solar Reorganizing Debtor" is Abengoa Solar, LLC.
General Unsecured Creditors of Bioenergy and Maple Liquidating
Debtor Group with total estimated claims of $57,211,529 will
recover 11.5%. The "Bioenergy and Maple Liquidating Debtors"
means Abengoa Bioenergy Hybrid of Kansas, LLC, Abengoa Bioenergy
Technology Holding, LLC, Abengoa Bioenergy Meramec Holding, Inc.,
and Abengoa Bioenergy Holdco, Inc.
All distributions will be funded by existing cash on hand with the
Debtors or Reorganizing Debtors, as applicable, as of the
Effective Date, including any proceeds from the sales of assets of
the
Debtors and litigation of affirmative claims by the Debtors prior
to or after the Effective Date or the new value contribution made
by the parent company.
The Amended Disclosure Statement dated October 31, 2016, is
available at:
http://bankrupt.com/misc/deb16-10790-748.pdf
A hearing to consider the confirmation of the Plan is scheduled
for
Dec. 6, 2016, at 10:00 a.m. Objections to the confirmation must
be
filed by Nov. 29, 2016, at 4:00 p.m.
Voting deadline for the Plan is Nov. 29, 2016, at 4:00 p.m.
Prevailing Eastern Time.
About Abengoa S.A.
Spanish energy giant Abengoa S.A. is a leading engineering and
clean technology company with operations in more than 50
countries worldwide that provides innovative solutions for a
diverse range of customers in the energy and environmental
sectors. Abengoa is one of the world's top builders of power
lines transporting energy across Latin America and a top
engineering and construction business, making massive renewable-
energy power plants worldwide.
As of the end of 2015, Abengoa, S.A. was the parent company of
687 other companies around the world, including 577 subsidiaries,
78 associates, 31 joint ventures, and 211 Spanish partnerships.
Additionally, the Abengoa Group held a number of other interests
of less than 20% in other entities.
On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention
to seek protection under Article 5bis of Spanish insolvency law,
a pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs. The Spanish company is facing a March 28,
2016, deadline to agree on a viability plan or restructuring plan
with its banks and bondholders, without which it could be forced
to declare bankruptcy.
On March 16, 2016, Abengoa presented its Business Plan and
Financial Restructuring Plan in Madrid to all of its
stakeholders.
About Abeinsa Holding
Abeinsa Holding Inc., Abengoa Solar LLC, Abeinsa EPC LLC, Abencor
USA, LLC, Nicsa Industrial Supplies LLC, Abener Construction
Services LLC, Abeinsa Abener Teyma General Partnership, Abener
Teyma Mojave General Partnership, Abener Teyma Inabensa Mount
Signal Joint Venture, Teyma USA & Abener Engineering and
Construction Services General Partnership, Teyma Construction USA,
LLC, Abener North America Construction L.P., and Inabensa USA,
LLC,
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No.
16-10790) on March 29, 2016. The petitions were signed by Javier
Ramirez as treasurer. They listed $1 billion to $10 billion in
both assets and liabilities.
Abener Teyma Hugoton General Partnership and five other entities
filed separate Chapter 11 petitions on April 6, 2016; and Abengoa
US Holding, LLC, Abengoa US, LLC and Abengoa US Operations, LLC
filed Chapter 11 petitions on April 7, 2016. The cases are
consolidated under Lead Case No. 16-10790.
DLA Piper LLP (US) represents the Debtors as counsel. Prime Clerk
serves as the Debtors' claims and noticing agent.
Andrew Vara, acting U.S. trustee for Region 3, appointed five
creditors of Abeinsa Holding Inc. and its affiliates to serve on
the official committee of unsecured creditors.
The Abeinsa Committee is represented by MORRIS, NICHOLS, ARSHT &
TUNNELL LLP's Robert J. Dehney, Esq., Andrew R. Remming, Esq., and
Marcy J. McLaughlin, Esq.; and HOGAN LOVELLS US LLP's Christopher
R. Donoho, III, Esq., Ronald J. Silverman, Esq., and M. Shane
Johnson, Esq.
ADVANCEPIERRE FOODS: Moody's Raises Rating on $695MM Loan to Ba3
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Moody's Investors Service affirmed AdvancePierre Foods Holdings,
Inc.'s (NYSE: APFH or AdvancePierre) Corporate Family Rating and
Probability of Default Rating at B1 and B1-PD, respectively. At
the same time, Moody's upgraded the company's $695 million first
lien term loan (pro forma balance following $400 million repayment
from notes) issued at AdvancePierre Foods, Inc. to Ba3 from B1. The
upgrade was in accordance with a change in the Loss Given Default
model driven by the $50 million upsizing of the company's unsecured
notes issuance to $400 million (up from $350 million), which
increases the proportion of junior debt in the proposed capital
structure relative to the first lien term loan. In conjunction
with this rating action, Moody's also affirmed the B3 rating on the
company's $400 million senior unsecured notes offering, the
proceeds of which will be used to repay a portion of the company's
existing first lien term loan resulting in a leverage neutral
transaction. The company is also attempting to reprice the first
lien term loan concurrent with the senior unsecured notes issuance.
Finally, Moody's affirmed the company's Speculative Grade
Liquidity Rating at SGL-1. The rating outlook is maintained at
stable.
AdvancePierre's ratings reflect Moody's expectation that credit
metrics will be sustained at levels that support a B1 rating and
that the company will maintain at least a good liquidity profile
over the next twelve months. The company's leverage as measured by
Moody's adjusted debt-to-EBITDA for the twelve months ended October
1, 2016 - pro forma for the October 2016 acquisition of Allied
Specialty Foods, Inc. (Allied) that occurred subsequent to quarter
end - was approximately 4.4 times. APFH's leverage has continued
to trend favorably over the last few years as a result of both debt
repayment and improving profitability, primarily driven by net
price realization, a reduction in expenses associated with certain
cost saving initiatives, and a deliberate mix shift towards higher
margin products.
This rating has been upgraded at AdvancePierre Foods, Inc.:
$695 million (approximately $1.1 billion outstanding) senior
secured first lien term loan B due 2023 to Ba3 (LGD3) from
B1 (LGD3).
These ratings have been affirmed at AdvancePierre Foods Holdings,
Inc. (subject to final documentation):
Corporate Family Rating of B1;
Probability of Default Rating of B1-PD;
Speculative Grade Liquidity Rating of SGL-1;
New $400 million (upsized from $350 million) senior unsecured
notes due 2024 at B3 (LGD5).
The rating outlook is maintained at stable
RATINGS RATIONALE
AdvancePierre Foods Holdings, Inc.'s (NYSE: APFH) B1 Corporate
Family Rating (CFR) is reflective of the company's elevated
leverage profile. APFH's leverage as measured by Moody's adjusted
debt-to-EBITDA (including capitalization of operating leases), pro
forma for the EBITDA contribution from the October 2016 acquisition
of Allied Specialty Foods, was approximately 4.4 times for the
twelve months ended Oct. 1, 2016, (the LTM period). Leverage is
expected to approach 4.0 times over the next 12 to 18 months, which
is appropriate for the B1 rating considering the company's exposure
to volatile raw material costs, seasonal working capital needs, and
competition from other protein suppliers. However, Moody's expects
the company to remain acquisitive going forward, which could delay
deleveraging. The B1 CFR acknowledges APFH's benefits from its
healthy size and scale, good diversity of product offerings and
sales channels, moderate degree of customer concentration, and its
ability to pass-through a significant portion of its raw material
costs through a dynamic pricing model. Also, the company maintains
a very good liquidity profile highlighted by the expectation for
positive free cash flow generation and access to its ABL.
The stable outlook reflects Moody's expectation that the company
will continue to generate positive free cash flow of which a
portion will be used for bolt-on acquisitions and the remainder for
debt repayment. The rating agency expects leverage (Moody's
adjusted debt-to-EBITDA) to approach 4.0 times over the next 12 to
18 months.
The ratings could be upgraded if APFH is successful in growing its
top-line while continuing to deleverage and generate positive free
cash flow. Also, Moody's would expect the company to improve its
product mix and segment diversification while maintaining at least
a good liquidity profile. Quantitatively, Moody's adjusted
debt-to-EBITDA will need to be sustained below 4.5 times and
RCF-to-net debt sustained above 15% prior to any ratings upgrade.
Alternatively, the ratings could be downgraded if liquidity
deteriorates and ABL borrowings increase beyond our expectations.
In addition, if Moody's adjusted debt-to-EBITDA increases and is
sustained above 5.5 times and/or if Moody's adjusted
EBIT-to-interest falls below 2.0 times the ratings could face
pressure.
The principal methodology used in these ratings was Global Packaged
Goods published in June 2013.
AdvancePierre Foods Holdings, Inc. (NYSE: APFH or "AdvancePierre"),
headquartered in Cincinnati, OH, is a producer and marketer of
value-added protein and hand-held convenience items serving the
foodservice, retail and convenience and vending store channels.
Key products include packaged sandwiches, fully-cooked burgers,
Philly steaks, stuffed chicken breasts and country fried chicken.
Oaktree Capital Management LP (Oaktree) has owned the company since
Pierre Foods, Inc. emerged from bankruptcy in 2008 and remains the
majority shareholder via its OCM Principal Opportunities Fund IV
following the IPO. Net sales for the twelve months ended Oct. 1,
2016, were approximately $1.55 billion.
AF-SOUTHEAST LLC: Liquidating Plan to Pay Unsecured Claims in Full
------------------------------------------------------------------
General unsecured creditors of AF-Southeast, LLC, will be paid in
full under the company's proposed plan of liquidation.
Under the liquidating plan, each holder of Class 4 general
unsecured claims will receive cash from AF-Southeast in an amount
equal to 100% of its claim.
AF-Southeast estimates the total amount of Class 4 general
unsecured claims at $97,190.
Class 4 is unimpaired and general unsecured creditors are deemed to
have accepted the plan, therefore, they are not entitled to vote on
the plan, according to the company's second amended disclosure
statement filed on November 10.
A copy of the latest disclosure statement is available for free at
http://bankrupt.com/misc/AF-Southeast_2DS11102016.pdf
About AF-Southeast LLC
AF-Southeast, LLC, Allied Fiber-Florida, LLC, and Allied
Fiber-Georgia, LLC, are engaged in designing, constructing and
operating an open access, physical layer, network-neutral
co-location and dark fiber network.
Each of the debtors filed a Chapter 11 bankruptcy petition (Bankr.
D. Del. Case Nos. 16-11008, 16-11009 and 16-11010, respectively) on
April 20, 2016. The petitions were signed by Scott Drake as sole
member. Judge Kevin Gross is assigned to the cases.
The Debtors estimated assets in the range of $10 million to $50
million and liabilities of up to $50 million.
The Debtors tapped Fox Rothschild LLP as counsel; PMCM, LLC, as the
Debtors' chief restructuring officer provider; and
PricewaterhouseCoopers LLP as tax consultant.
ALGODON WINES: Obtains $289,300 from Private Placement Financing
----------------------------------------------------------------
Between Nov. 12, 2016, and Nov. 29, 2016, Algodon Wines & Luxury
Development Group, Inc. issued 144,650 shares of its common stock
at a price of $2.00 per share to accredited investors in a private
placement transaction for gross proceeds of $289,300. Commissions
in the form of cash of $28,930 and 14,465 warrants to purchase
common stock at $2.00 per share were paid to DPEC Capital, Inc.,
the Company's registered broker dealer subsidiary in connection
with these share issuances. DPEC Capital, Inc., in turn, awarded
such warrants to its registered representatives. The investors and
registered representatives all had sufficient knowledge and
experience in financial, investment and business matters to be
capable of evaluating the merits and risks of investment in the
Company and able to bear the risk of loss. For this sale of
securities, the Company relied on the exemption from registration
available under Section 4(a)(2) and Rule 506(b) of Regulation D
promulgated under the Securities Act with respect to transactions
by an issuer not involving any public offering. No general
solicitation was used in this offering. A Form D was filed on Oct.
8, 2016.
To Close Down DPEC Capital
Consistent with the Company's previous announcements, the Board of
Directors has determined that it is in the Company's best interests
to close down its broker-dealer subsidiary, DPEC Capital, Inc. The
current expectation is that DPEC Capital will wind up all of its
broker-dealer operations on or about Dec. 30, 2016. By that date,
and in accordance with securities industry regulations, it is
expected that all brokerage customer accounts and assets will
either remain with DPEC Capital's current clearing firm, Sterne
Agee, or will be transferred to another suitable broker-dealer.
Closing the broker-dealer will mark the final step in the Company's
transformation from a first generation "dot com" brokerage firm
into an international real estate development and luxury goods
company, and the decision to close the broker-dealer business
reflects a number of different considerations. For one, as noted,
the Company over the last few years has shifted its focus and
energies to the development and growth of its Argentina projects,
so the broker-dealer no longer "fit" with the thrust of the
Company's plans for future growth and expansion. Second, the
broker-dealer has been utilized in a limited fashion for a number
of years, and the cost of operating an entity in a highly regulated
industry has outweighed the benefits of running the business.
Third, market analysts have advised the Company that maintaining
the broker-dealer was a potential drag on the Company's market
capitalization, as it "muddied the waters" for investors about what
the Company was all about, and generally detracted from the
perception of the Company as a means to invest in the current
dynamic economic environment of Argentina.
About Algodon Wines
New York-based Algodon Wines & Luxury Development Group, Inc.,
operates Algodon Mansion, a Buenos Aires-based luxury boutique
hotel property. This lifestyle related real estate development
company has also redeveloped, expanded and repositioned a winery
and golf resort property called Algodon Wine Estates for
subdivision of a portion of this property for residential
development.
The Company reported a net loss of $8.27 million in 2015 following
a net loss of $9.06 million in 2014.
As of Sept. 30, 2016, Algodon had $7.69 million in total assets,
$4.36 million in total liabilities and $3.33 million in total
stockholders' equity.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2015, citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
AMERICAN APPAREL: Hires Jones Day as Counsel
--------------------------------------------
American Apparel, LLC and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Jones Day as counsel, nunc pro tunc to the November 14, 2016
petition date.
The Debtors anticipate that Jones Day will perform, among others,
the following legal services:
(a) advising the Debtors of their rights, powers and duties as
debtors and debtors in possession continuing to operate and
manage their respective businesses and properties under
chapter 11 of the Bankruptcy Code;
(b) preparing on behalf of the Debtors all necessary and
appropriate applications, motions, proposed orders, other
pleadings, notices, schedules and other documents, and
reviewing all financial and other reports to be filed in
these chapter 11 cases;
(c) advising the Debtors concerning, and preparing responses
to, applications, motions, other pleadings, notices and
other papers that may be filed by other parties in these
chapter 11 cases and appearing on behalf of the Debtors in
any hearings or other proceedings relating to those
matters;
(d) reviewing the nature and validity of any liens asserted
against the Debtors' property and advising the Debtors
concerning the enforceability of such liens;
(e) advising the Debtors regarding their ability to initiate
actions to collect and recover property for the benefit of
their estates;
(f) advising and assisting the Debtors in connection with any
asset dispositions;
(g) advising and representing the Debtors with respect to
employment related issues;
(h) advising and assisting the Debtors in negotiations with the
Debtors' debt holders and other stakeholders;
(i) advising the Debtors concerning executory contract and
unexpired lease assumptions, assignments and rejections;
(j) advising the Debtors in connection with the formulation,
negotiation and promulgation of any plan or plans of
reorganization, and related transactional documents;
(k) assisting the Debtors in reviewing, estimating and
resolving claims asserted against the Debtors' estates;
(1) commencing and conducting litigation that is necessary and
appropriate to assert rights held by the Debtors, protect
assets of the Debtors' chapter 11 estates or otherwise
further the goal of completing the Debtors' successful
reorganization;
(m) providing non-restructuring services for the Debtors to the
extent requested by the Debtors, including, among others,
advice related to mergers and acquisitions and corporate
governance; and
(n) performing all other necessary and appropriate legal
services in connection with these chapter 11 cases for or
on behalf of the Debtors.
Jones Day will be paid at these hourly rates:
Partners $600-$1,300
Counsel $550-$850
Associates $325-$850
Paralegals/Legal Support $200-$400
Jones Day will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The Debtors provided Jones Day with two advance fee retainers
during the post-emergence period. The first, a $250,000 advance fee
retainer that the Debtors provided on March 16, 2016, was applied
in full to satisfy certain of Jones Day's outstanding invoices on
May 16, 2016. The second, a $1,000,000 advance fee retainer that
the Debtors provided on August 18, 2016 (as subsequently increased
and replenished, the "Retainer"), was provided for professional
services to be rendered and expenses to be incurred by Jones Day
through the Petition Date. All payments the Debtors made to Jones
Day after that date were for the purpose of replenishing the
Retainer; no payments were made or applied to reduce fees already
incurred and owing. In sum, since the Debtors' emergence, Jones Day
received a total advance retainer of $4,550,000. As of the Petition
Date, the balance of the Retainer was $470,000.
Erin N. Brady, partner of Jones Day, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
The Court will hold a hearing on the application on December 12,
2016, at 1:00 p.m. Objections, if any, were due December 5, 2016,
at 4:00 p.m.
Pursuant to the Appendix B Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed Under United
States Code by Attorneys in Larger Chapter 11 Cases (the "2013 UST
Guidelines"), Jones Day disclosed that:
-- The hourly rates set forth in the September Engagement
Letter are consistent with the rates that Jones Day
charges other comparable chapter 11 clients, and the rate
structure provided by Jones Day is appropriate and not
significantly different from (a) the rates that Jones Day
charges in other non-bankruptcy representations or (b)
the rates of other comparably skilled professional for
similar engagements.
-- Jones Day represented the Debtors within the 12-month period
prior to the Petition Date. Jones Day represented the Debtors
in the Prior Chapter 11 Cases and charged its standard rates
for those services. After the Debtors emerged from the Prior
Chapter 11 Cases in February 2016, the Debtors asked Jones
Day to serve as their primary outside counsel. At that time,
and at the Debtors' request to enable them to better budget
for their legal services, Jones Day agreed in the February
Engagement Letter to charge the Debtors set blended rates
for its services. The Debtors and Jones Day agreed that
future restructuring services, if any, would be excluded from
this blended rate agreement. They also excluded from the
blended rate agreement matters covered by insurance.
-- The Debtors and Jones Day expect to develop a prospective
budget and staffing plan to comply with the U.S. Trustee's
requests for information and additional disclosures,
recognizing that in the course of these large chapter 11
cases, there may be unforeseeable fees and expenses that will
need to be addressed by the Debtors and Jones Day.
Jones Day can be reached at:
Erin N. Brady, Esq.
JONES DAY
555 South Flower Street, 50th Floor
Los Angeles, CA 90071
Tel: (213) 489-3939
Fax: (213) 243-2539
E-mail: enbrady@jonesday.com
- and -
Scott J. Greenberg, Esq.
Michael J. Cohen, Esq.
JONES DAY
250 Vesey Street
New York, NY 10281
Tel: (212) 326-3939
Fax: (212) 755-7306
E-mail: sgreenberg@jonesday.com
mcohen@jonesday.com
About American Apparel, LLC.
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. The
petitions were signed by Bennett L. Nussbaum, chief financial
officer.
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 Laura Davis Jones, Esq. and James E.
O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel;
Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., at 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.
AMERICAN APPAREL: Hires Pachulski Stang as Conflicts Counsel
------------------------------------------------------------
American Apparel, LLC and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Pachulski Stang Ziehl & Jones LLP as co-counsel and
conflicts counsel, nunc pro tunc to the November 14, 2016 petition
date.
The professional services that Pachulski Stang will provide
include, but shall not be limited to:
(a) providing legal advice regarding local rules, practices,
and procedures;
(b) drafting certain motions and documents in consultation with
the Debtors and Jones Day;
(c) reviewing and commenting on drafts of documents to ensure
compliance with local rules, practices, and procedures;
(d) filing documents as requested by Jones Day and coordinating
with the Debtors' claims agent for service of documents;
(e) preparing agenda letters, certificates of no objection,
certifications of counsel, and notices of fee applications
and hearings;
(f) preparing hearing binders of documents and pleadings,
printing of documents and pleadings for hearings;
(g) appearing in Court and at any meeting of creditors on
behalf of the Debtors in its capacity as Delaware counsel
with Jones Day;
(h) monitoring the docket for filings and coordinating with
Jones Day on pending matters that need responses;
(i) preparing and maintaining critical dates memorandum to
monitor pending applications, motions, hearing dates and
other matters and the deadlines associated with same;
distributing critical dates memorandum with Jones Day for
review and any necessary coordination for pending matters;
(j) handling inquiries and calls from creditors and counsel to
interested parties regarding pending matters and the
general status of these Cases, and, to the extent required,
coordinating with Jones Day on any necessary responses;
(k) providing additional administrative support to Jones Day,
as requested; and
(l) serving as conflicts counsel for the Debtors with respect
to any matters for which Jones Day may have a conflict.
Pachulski Stang will be paid at these hourly rates:
Laura Davis Jones $1,050
James E. O'Neill $795
Joseph M. Mulvihill $425
Liz C. Thomas $325
Pachulski Stang will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Pachulski Stang has received $258,585 from the Debtors prior to the
Petition Date for the preparation of these Chapter 11 Cases, which
amount includes the Debtors' aggregate filing fees.
Laura Davis Jones, partner of Pachulski Stang, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
The Court will hold a hearing on the application on December 12,
2016, at 1:00 p.m. Objections, if any, are due December 5, 2016,
at 4:00 p.m.
Pursuant to the Appendix B Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed Under United
States Code by Attorneys in Larger Chapter 11 Cases (the "2013 UST
Guidelines"), Pachulski Stang disclosed that:
-- Pachulski Stang represents the Debtors in connection with
the 2015 Restructuring Cases. The material financial terms
for the prepetition engagement remained the same as the
engagement was hourly-based subject to economic adjustment.
An annual increase of rates occurred on January 1, 2016
pursuant to Pachulski Stang's regular practices.
-- The Debtors and Pachulski Stang expect to develop a
prospective budget and staffing plan to comply with the U.S.
Trustee's requests for information and additional
disclosures.
Pachulski Stang can be reached at:
Laura Davis Jones, Esq.
James E. O'Neill, Esq.
Joseph M. Mulvihill, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 N. Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899-8705
Tel: (302) 652-4100
Fax: (302) 652-4400
Email: ljones@pszjlaw.com
janeill@pszjlaw.com
jmulvihill@pszjlaw.com
About American Apparel, LLC.
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. The
petitions were signed by Bennett L. Nussbaum, chief financial
officer.
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 Laura Davis Jones, Esq. and James E.
O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel;
Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., at 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.
AMERICAN APPAREL: Hires RGP as Consultants
------------------------------------------
American Apparel, LLC and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Resources Connection, LLC dba Resources Global
Professionals ("RGP") as consultants, nunc pro tunc to the November
14, 2016 petition date.
The Debtors seek to appoint RGP as their Consultants to administer
bankruptcy related data, including claims and liabilities
information. RGP is familiar with the Debtors' business and
financial affairs and performed various accounting and other
consulting activities for the Debtors prior to the Petition Date,
in the ordinary course of business.
The Debtors anticipate that RGP will assist the Debtors in:
(a) preparing certain financial-related disclosures required by
the Bankruptcy Code;
(b) providing claims management services; and
(c) determining, in conjunction with the Debtors' accounts
payable department, prepetition and postpetition amounts
owed to the Debtors' vendors, among other accounting tasks.
RGP will be paid at these hourly rates:
Thora Thoroddsen $375
Scott Ashcraft $195
Yolanda Hoelscher $175
Sharon Dannewitz $175
Luis Barreda $175
Other consultants $175-$225
RGP will also be reimbursed for reasonable out-of-pocket expenses
incurred.
In accordance with the terms of the Engagement Letter, prior to the
Petition Date, the Debtors submitted to RGP three advance fee
retainers. The first advance fee retainer was received on October
13, 2016, in the amount of $50,000. This retainer was replenished
on October 24, 2016, in the amount of $50,000. The retainer was
further replenished on November 3, 2016, in the amount of $100,000.
The total advance fee retainer paid to RGP was $200,000 (the
"Retainer"). As of the Petition Date, the balance of the Retainer
was $115,332.44.
Thora Thoroddsen, senior managing director for RGP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
The Court will hold a hearing on the application on December 12,
2016, at 1:00 p.m. Objections, if any, were due December 5, 2016,
at 4:00 p.m.
RGP can be reached at:
Thora Thoroddsen
RESOURCES GLOBAL PROFESSIONALS
17101 Armstrong Avenue
Irvine, CA 92614
Tel: (714) 430 6400
Fax: (714) 428-6010
About American Apparel, LLC.
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. The
petitions were signed by Bennett L. Nussbaum, chief financial
officer.
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 Laura Davis Jones, Esq. and James E.
O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel;
Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., at 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.
AMERICAN APPAREL: Taps Prime Clerk as Administrative Advisor
------------------------------------------------------------
American Apparel, LLC and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Prime Clerk LLC as administrative advisor, nunc pro tunc to
the November 14, 2016 petition date.
The Debtors require Prime Clerk to:
(a) assist with, among other things, solicitation, balloting
and tabulation of votes, and prepare any related reports,
as required in support of confirmation of a chapter 11
plan, and in connection with such services, process
requests for documents from parties in interest, including,
if applicable, brokerage firms, bank back-offices and
institutional holders;
(b) prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs
and gather data in conjunction therewith;
(d) provide a confidential data room;
(e) manage and coordinate any distributions pursuant to a
chapter 11 plan; and
(f) provide such other processing, solicitation, balloting and
other administrative services described in the Engagement
Agreement, but not included in the Section 156(c)
Application, as may be requested from time to time by the
Debtors, the Court or the Office of the Clerk of the
Bankruptcy Court (the "Clerk").
Prime Clerk will be paid at these hourly rates:
Analyst $30-$45
Technology Consultant $35-$70
Consultant/Sr. Consultant $65-$160
Director $175-$195
Solicitation Consultant $185
Director of Solicitation $210
Prime Clerk will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael J. Frishberg, co-president and chief operating officer of
Prime Clerk, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
The Court will hold a hearing on the application on December 12,
2016, at 1:00 p.m. Objections, if any, were due December 5, 2016,
at 4:00 p.m.
Prime Clerk can be reached at:
Shai Waisman
PRIME CLERK LLC
830 3RD Ave., 9th Floor
New York, NY 10022
Tel: (212) 257-5450
E-mail: swaisman@primeclerk.com
About American Apparel, LLC.
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. The
petitions were signed by Bennett L. Nussbaum, chief financial
officer.
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 Laura Davis Jones, Esq. and James E.
O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel;
Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., at 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.
AMERICAN GILSONITE: Taps Ernst & Young as Services Provider
-----------------------------------------------------------
American Gilsonite Company and its debtor-affiliates seek
authorization from the U.S. Bankrupty Court for the District of
Delaware to employ Ernst & Young LLP as valuation and accounting
services providers, nunc pro tunc to the October 24, 2016
commencement date.
The Debtors require Ernst & Young to provide:
- Valuation Services
(a) perform interviews with senior management regarding the
nature of the assets held by the Debtors;
(b) consider any business plans, future performance estimates
or budgets for the Debtors;
(c) give consideration to applicable economic, industry, and
competitive environments, including relevant historical
and future estimated trends;
(d) leverage relevant work-findings and insights of the
Debtors' advisors;
(e) apply the Income, Market, and/or Cost Approaches to value
using, where appropriate, financial data that is based on
a market participant perspective;
(f) review and comment on the Debtors' identification of
identifiable intangible assets and potential liabilities;
(g) participate in discussions with the Debtors' management
and auditors regarding the valuation approaches,
methodologies and assumptions used in Ernst & Young's
analysis;
(h) analyze the historical financial performance of the
Debtors;
(i) calculate the internal rate of return of the Debtors based
on the emergence value stated in its reorganization
filings;
(j) perform a valuation analysis of the assets identified by
the Debtors' management;
(k) perform a physical site inspection for the personal
property at the mine/facility in Utah. The inspection will
include a limited verification of the fixed asset
listings, focusing on the highest value items, as well as
noting the condition and functionality of the assets;
(l) leverage information gathered from interviews with the
Debtors' management and operations personnel during the
site inspection along with the electronic fixed asset
listings;
(m) give consideration to the guidance on Fair Value
measurements and market participant assumptions contained
in ASC 820;
(n) hold discussions with the Debtors' management around the
potential lifing and amortization/depreciation of the
tangible and identifiable intangible assets based on the
valuation analysis;
(o) perform corroborative procedures, such as estimating the
weighted average return on assets calculation to ensure
the analyses are internally and externally consistent and
reasonable; and
(p) prepare a narrative report summarizing the methodologies
employed in Ernst & Young's analysis, the assumptions on
which the analysis was based, and Ernst & Young's
recommendations of fair value.
- Accounting Services
(a) assist with the Debtors' preparation of the fresh-start
accounting required work steps, including project
management support, project timeline, and resource
needs;
(b) assist the Debtors' management with documentation and
analysis of its consideration and application of ASC 852
and ASC 805, Business Combinations to summarize the
impacts of such application in support of the external
audit;
(c) assist the Debtors with their accounting and reporting
issues related to the bankruptcy filing;
(d) assist the Debtors with the technical fresh-start
accounting and reporting requirements, including the
identification of accounts impacted by fresh-start
accounting and the fresh-start reporting date. This may
include providing examples of fresh-start accounting
disclosures, publications, or examples of the application
of fresh-start accounting, or other information that may
assist management with the application of fresh-start
accounting;
(e) assist the Debtors' management with drafting of financial
statements and disclosures, including completion of
applicable financial statement disclosure checklists and
understanding of specific requirements;
(f) assist the Debtors' management in their preparation for
meetings with the Debtors' external auditor regarding
Management's accounting, financial reporting and other
related matters;
(g) assist the Debtors with their determination of the income
tax accounting impacts stemming from fresh-start
accounting and effects of the Plan of Reorganization;
(h) assist the Debtors with their subsequent accounting for
the fresh-start accounting adjustments;
(i) provide a general interpretation of accounting standards,
including general provisions and high level application to
an illustrative fact pattern;
(j) assist the Debtors with their accounting policies and
financial statement disclosures, including providing
industry practices;
(k) identify relevant existing authoritative guidance or
literature;
(l) assist the Debtors in analyzing the impact of the
significant provisions of the plan of reorganization and
assist management in drafting the conclusions on the
accounting impact;
(m) assist the Debtors in drafting technical whitepapers based
on the Debtors' selection of accounting treatment,
including consideration of disclosures;
(n) assist the Debtors with accounting of the new debt
instrument and assist management in drafting the
conclusions of the accounting treatment;
(o) assist the Debtors' management in preparation of overall
white papers on freshstart accounting methodology and
conclusions; and
(p) assist the Debtors in determining whether it qualifies as
a FIRPTA company by performing a high level analysis.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ernst & Young will be paid at these hourly rates:
Partner $645
Executive Director $570
Senior Manager $485
Manager $425
Senior $325
Staff $200
Ernst & Young will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David Johnston, partner of Ernst & Young, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
The Court will hold a hearing on the application on December 12,
2016, at 10:00 a.m. Objections, if any, were due December 5, 2016,
at 4:00 p.m.
Ernst & Young can be reached at:
David Johnston
ERNST & YOUNG LLP
1401 McKinney Street, Ste 1200
Houston, TX 77010
Tel: (713) 750-1527
About American Gilsonite
American Gilsonite Company -- http://www.americangilsonite.com/
-- operates as an industrial minerals company and is the world's
primary miner and processor of uintaite, a variety of asphaltite, a
specialty hydrocarbon which AGC markets to industrial customers
under its registered trademark name "Gilsonite." AGC is a
privately held, portfolio company of Palladium Equity Partners III,
L.P.
American Gilsonite Holding Company aka American Gilsonite, American
Gilsonite Company, Lexco Acquisition Corp., Lexco Holding, LLC, and
DPC Products, Inc., filed Chapter 11 petitions (Bankr. D. Del. Case
Nos 16-12315 to 16-12319) on Oct. 24, 2016. The petitions were
signed by Steven A. Granda, vice president, chief financial
officer.
American Gilsonite estimated assets and debt at $100 million to
$500 million at the time of the filing.
The Debtors are represented by their local counsel Mark D. Collins,
Esq., John H. Knight, Esq., Amanda R. Steele, Esq., and Andrew M.
Dean, Esq., at Richards, Layton & Finger, P.A., and their general
counsel Matthew S. Barr, Esq. and Sunny Singh, Esq., at Weil,
Gotshal & Manges LLP. The Debtors retained Evercore Group L.L.C.
as their financing advisor, and FTI Consulting, Inc. as their
restructuring advisor. Epiq Bankruptcy Solutions, LLC has been
tapped as administrative advisor.
The U.S. Trustee has been unable to appoint an official committee
of unsecured creditors in the case.
AMSURG CORP: S&P Withdraws 'BB-' CCR on Completed Merger
--------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on AmSurg
Corp. to 'BB-' from 'B+' and removed the ratings from CreditWatch,
where it was placed with positive implications on June 17, 2016.
The outlook is positive.
At the same time, S&P raised its rating on AmSurg's $1.1 billion
senior unsecured notes due July 2022 to 'B' from 'B-', in line with
Envision's other senior unsecured notes.
S&P is subsequently withdrawing all ratings on AmSurg except for
S&P's rating on AmSurg's $1.1 billion senior unsecured notes which
remain outstanding. All other debt has been refinanced.
"The upgrade reflects the close of the merger with higher rated
Envision and our assessment of AmSurg as a core subsidiary of
Envision Healthcare Corp. because we view AmSurg as integral to the
overall group strategy, is highly unlikely to be sold, has strong
long-term commitment from parent management, and is a significant
contributor to the group," said S&P Global Ratings credit analyst
Matthew O'Neill.
S&P subsequently withdrew all ratings on AmSurg except for S&P's
rating on Amsurg's $1.1 billion senior unsecured notes which remain
outstanding. All other debt has been refinanced.
ANTHONY B. LEWIS: Unsecureds To Recoup 1% Over 5 Years
------------------------------------------------------
Anthony B. Lewis filed with the U.S. Bankruptcy Court for the
Southern District of Florida a disclosure statement dated Nov. 18,
2016, referring to the Debtor's plan of reorganization.
Class V General Unsecured Claims are impaired. The Debtor proposes
to pay this class $145 per month for five years or the equivalent
of 1% of its allowed claim over five years. The Debtor further
proposes to fund the payments from his income.
Payments and distributions under the Plan will be funded by
revenues generated from the Debtor's future income. The Debtor's
proposed payments are feasible as the Debtor generates sufficient
income from his current and future income.
The Disclosure Statement is available at:
http://bankrupt.com/misc/flsb16-20607-48.pdf
Anthony B. Lewis is a physician gainfully employed for 8 years with
Lewis Health Institute, Inc.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Fla. Case No. 16-20607) on July 29, 2016. Nadine V. White-Boyd,
Esq., serves as the Debtor's bankruptcy counsel.
APRICUS BIOSCIENCES: Gets Noncompliance Notice from NASDAQ
----------------------------------------------------------
Apricus Biosciences, Inc., received notice from Listing
Qualifications Staff of The NASDAQ Stock Market LLC on Nov. 30,
2016, that the Staff had determined to delist the Company's
securities from The Nasdaq Capital Market due to the Company's
non-compliance with the $35 million market value of listed
securities requirement, as set forth in Nasdaq Listing Rule
5550(b)(2), unless the Company timely requests a hearing before the
Nasdaq Hearings Panel. The Company intends to timely request a
hearing before the Panel, which request will stay any delisting
action by the Staff, pending the Panel's decision. At the hearing,
the Company will present its plan to regain compliance with the
MVLS requirement within the 180-day discretionary period available
to the Panel, ending May 29, 2017.
As previously disclosed, in accordance with Nasdaq Listing Rule
5810(c)(3)(C), the Company was granted a 180-calendar day grace
period within which to regain compliance with the MVLS requirement.
In order to demonstrate compliance with the MVLS requirement, the
Company's MVLS must close at $35 million or more for a minimum of
10 consecutive business days.
The Company is working on its plan to regain compliance with all
applicable requirements for continued listing on Nasdaq; however,
there can be no assurance that it will be able to timely
About Apricus Biosciences
Based in San Diego, California, Apricus Biosciences Inc
(NASDAQ:APRI) develops products in the areas of urology and
rheumatology. The Company's drug delivery technology is a
permeation enhancer called NexACT. The Company has over two
product candidates in Phase II development, fispemifene for the
treatment of symptomatic male secondary hypogonadism and RayVa for
the treatment of Raynaud's phenomenon, secondary to scleroderma.
The Company has a commercial product, Vitaros for the treatment of
erectile dysfunction (ED), which is in development in the United
States, approved in Canada and marketed throughout Europe.
Apricus reported a net loss of $19.02 million in 2015, a net loss
of $21.8 million in 2014 and a net loss of $16.9 million in 2013.
As of Sept. 30, 2016, Apricus had $8.41 million in total assets,
$15.94 million in total liabilities and a total stockholders'
deficit of $7.53 million.
BDO USA, LLP, in La Jolla, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has negative working
capital and has suffered recurring losses and negative cash flows
from operations that raise substantial doubt about its ability to
continue as a going concern.
AUTOPARTS HOLDINGS: Moody's Puts Caa2 CFR Under Review for Upgrade
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Autoparts Holdings
Limited under review for upgrade, including its Caa2 Corporate
Family and Caa2-PD Probability of Default ratings. The review
follows the company's announcement that it intends to refinance and
paydown existing debt levels. In a related action Moody's assigned
a B3 rating the proposed $245 million senior secured term loan.
Autoparts' other existing debt ratings are unaffected including
senior secured first lien term loan at Caa1 and senior secured
second lien term loan at Caa3.
The proposed term loan, along with cash on hand, and new cash
equity from Autoparts' sponsor (an affiliate of Rank Group Ltd) is
expected be used to completely refinance Autoparts' existing debt
and pay related fees and expenses. The proposed term loan is
offered on a best efforts basis and is expected to close by
year-end 2016. Upon successful completion of the transaction the
Corporate Family Rating is expected to be raised to B3 with a
stable rating outlook and the existing debt instrument ratings will
be withdrawn.
Rating outlook: Revised to Rating Under Review, from Negative.
These ratings are under review for upgrade:
Autoparts Holdings Limited:
Caa2, Corporate Family Rating;
Caa2-PD, Probability of Default Rating.
This rating was assigned:
Fram Group Holdings Inc./Autolite Operations LLC, as co-borrowers:
B3 (LGD4), to the proposed $245 million senior secured term loan.
The proposed $25 million asset base revolving credit facility is
not rated by Moody's.
These ratings are unaffected:
Fram Group Holdings Inc./Fram Group (Canada) Inc., as
co-borrowers:
US$483.6 mil. (remaining amount) Senior Secured First Lien Term
Loan due July 2017, at Caa1 (LGD3);
US$105 mil. (remaining amount) Senior Secured Second Lien Term
Loan due January 2018, at Caa3 (LGD5).
(Note: upon completion of the proposed refinancing the existing
term loan ratings will be withdrawn).
RATINGS RATIONALE
The review will assess Autoparts' capital structure following the
completion of the proposed refinancing transaction, and the
company's stabilizing operating performance. The proposed
transaction applies the company's cash of approximately
$294 million on hand, $44 million of additional sponsor equity, and
the proposed term loan to the repayment of existing debt. As
result of the refinancing, Autopart's Debt/EBITDA is estimated to
reduce to a pro forma level of 5.9x from 11.4x (inclusive of
Moody's standard adjustments) as of September 30, 2016, while pro
forma EBITA/Interest is estimated at 1.5x. Excluding factored
receivables, pro forma debt/EBITDA is estimated at 4.8x.
Autopart's operating performance has shown signs of stabilizing
following the sale of the Prestone and Holt businesses in April
2016. For the first nine months of 2016 we estimate the company's
EBITA margin at about 10.8%, compared to about 10.4% for the
prior-year period. Given the significant debt reduction, Autoparts
should be positioned to reduce debt levels over the
intermediate-term.
The ratings consider the company's longstanding customer
relationships with major aftermarket retailers, well-known brand
names (Fram and Autolite), the required replacement characteristics
of these products, and the potential to demonstrate stronger free
cash flow generation for debt reduction following years of cost
reduction actions. Yet, continued top line pressure is expected
due to increasing vehicle service intervals, and ongoing pricing
pressures from the aftermarket retailer customers, along with
ongoing competitive product pressures.
Following the proposed refinancing, Autoparts is anticipated to
have an adequate liquidity profile over the next 12-15 months
supported by positive free cash flow generation and a $25 million
asset based revolving credit facility. Autoparts' free cash flow
generation over the near-term is expected to be in the 10% range as
a percentage of adjusted debt. The asset based revolving credit
facility is expected to be undrawn at closing and remain largely
unfunded over the near-term. The financial covenant under the ABL
will be a springing minimum fixed charge coverage ratio test based
on excess availability. The financial covenant under the term loan
will be a maximum total leverage test. These covenants are
expected to have ample cushion over the next 12-15 months. As of
Sept. 30, 2016, cash and cash equivalents were approximately $294
million with about $10.5 million held in non-U.S. subsidiaries.
However, as part of the transaction, the company's cash balances
are expected to be applied to debt reduction, leaving nominal cash
on hand.
An important aspect of Autopart's liquidity profile is its ability
to factor receivables. As of Sept. 30, 2016, the company sold
$65.4 million of receivables. While Moody's recognizes this is a
common practice among automotive aftermarket parts retailers and
their suppliers, Moody's also considers this amount as a potential
short-term funding risk if markets are not available to enter into
further factoring arrangements.
Future events that could potentially improve the company's ratings
include: continued stability in profit trends and free cash flow
generation resulting in debt/EBITDA sustained at 4x, and
EBITA/interest sustained at 3x.
Future events that could drive Autoparts' ratings lower include
further deterioration in profit margins, debt/EBITDA failing to
improve to below 5.5x, or EBITA/interest reverting to 1x. A
deteriorating liquidity profile could also result in lower ratings.
The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.
Autoparts Holdings Limited, headquartered in Lake Forest, IL, is a
leading manufacturer of high quality, non-discretionary products
for the automotive and heavy-duty aftermarket. The company's
brands include FRAM, and Autolite. For the LTM period ending Sept.
30, 2016, Autoparts had sales of approximately $417 million. The
company is owned by an affiliate of Rank Group Ltd, a New Zealand
based private equity firm.
AXALTA COATING: Moody's Assigns Ba1 Rating on Sr. Sec. Loans
------------------------------------------------------------
Moody's Investors Service assigns Ba1 ratings to the senior secured
first lien term loans of Axalta's wholly owned subsidiaries --
Axalta Coating Systems Dutch Holding B B.V., and the co-borrower,
Axalta Coating Systems U.S. Holdings Inc. This rating action
reflects the pending amendment to the existing credit agreement
whereby by the exisiting U.S Dollar and Euro term loans will be
re-priced, have their maturities extended to 2023, as well as other
amendments to certain terms and baskets in the credit agreement.
"Changes to the credit agreement are expected to be leverage
neutral, while allowing for lower interest expense and an extended
maturity profile," according to Joseph Princiotta, VP, Senior
Credit Officer at Moody's.
Axalta Coating Systems Dutch Holding B B.V (co-issuer Axalta
Coating Systems U.S. Holdings Inc)
Assignment:
Senior Secured 1st Lien Term Loan B due 2023, Assigned Ba1
(LGD2)
RATINGS RATIONALE
The recent upgrades of the secured and unsecured tranches in
September of this year reflect the significant decrease in secured
debt in Axalta's capital structure, leaving the USD and EUR term
loans as the only remaining secured obligations in the company's
capital structure. Moreover, the upgrade of Axalta's CFR to Ba3 in
August of this year reflects the company's strong margin growth and
positive free cash flow that has allowed steady debt reduction the
last few years.
The Ba3 rating reflects leading positions in performance and
transportation coatings, strong margins overall but especially in
the refinish segment, highly competitive technology, geographic
diversity, and long and stable customer relationships. The ratings
also reflect Moody's expectations for further operational
improvements, despite the immediate and near-term foreign exchange
headwinds, that support Axalta's credit profile and the rationale
for the Ba3 CFR, Moody's added.
Factors constraining the ratings include what is still relatively
high leverage (despite the meaningful improvement on this front),
significant exposure to the cyclical OEM automotive industry,
exposure to raw material price swings (although Moody's expects
this to be neutral or a modest tailwind in 2016), and material Euro
and Chinese Yuan exposure.
Positive free cash flow has allowed for debt reduction; total debt
has been further reduced by over $200 million over the last seven
quarters to $3,482 million at Sept. 30, 2016, (not including the
$150 million term loan prepayment made in October), and leverage
(including Moody's adjustments for pensions and operating leases)
has declined by more than one turn to roughly 4x times since the
outlook was changed to positive. Over this same time period,
Axalta has improved its adjusted EBITDA margin by roughly 400 bp to
22.7% at Sept. 30, 2016.
Moody's believes that Axalta is likely to experience favorable
operating trends over the next several years, assuming a stable
macroeconomic environment and new auto builds at a pace consistent
with industry consensus of roughly 2-3% global growth. Moody's
believes that further sales and profit growth is possible from
ongoing productivity improvements and modest volume growth
resulting from new contract wins, market share gains, robust
investment in R&D and select market penetration into previously
underserved markets. Expanded R&D in China and recently completed
investments in Germany and Mexico should support additional volume
growth, Moody's added.
Ongoing cost reduction initiatives target $200 million in savings
by year end 2017, which should more than offset fixed cost
inflation over this period. The company intends to achieve $60
million in savings this year with run-rate savings approaching $150
million by year end.
Axalta's liquidity profile is excellent due to the company's
undrawn $400 million revolver, cash balances of roughly $528
million, and projected positive free cash flow generation. Moody's
does not expect any drawings (aside from L/Cs) on the revolver over
the next 12 months, barring acquisitions of meaningful scale.
The stable outlook reflects Moody's expectation that Axalta will
continue to achieve earnings and EBITDA growth going forward,
organically and from additional bolt-on acquisitions, and to
continue to generate positive free cash flow for further debt
reduction. The company is targeting net leverage of 2.5-3.0x
(which roughly equates to Moody's adjusted gross leverage of
3.1x-3.6x).
Moody's could upgrade the ratings if leverage (including Moody's
adjustments) were to fall sustainably below 3.5x, retained cash
flow to adjusted debt is sustained above 15%, and free cash flow to
adjusted debt is sustained at low double-digit rates.
A downgrade is unlikely given Moody's current view of the company
and its metrics and its end markets. However, negative surprises
that alter the fundamentals in the auto OEM or refinish markets and
result in sustainable leverage approaching 4.5x could cause Moody's
to reconsider the appropriateness of the Ba3 rating.
The Ba1 rating on the guaranteed senior secured revolving credit
facility and term loans, at two notches above the CFR is due to the
superior positioning in the capital structure as well as the
presence of roughly $1.5 billion of unsecured debt in the capital
structure. The roughly $1.9 billion USD equivalent of secured debt
in the capital structure notches the ratings on the Unsecured Notes
down to B1.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.
Axalta Coating Systems Ltd. and its affiliates are legal entities
formed in conjunction with the acquisition of DuPont's Performance
Coatings by an affiliate of the Carlyle Group. The company is
headquartered in Philadelphia, PA, with revenues as of LTM
September 2016 of roughly $4.1 billion.
BASIC FOOD: Interest Holders To Give Up Equity to Noah Bank Nominee
-------------------------------------------------------------------
Basic Food Group, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of New York an amended disclosure statement
referring to the Debtor's plan of reorganization dated Nov. 16,
2016.
The Class 1 Claim of Noah Bank is a secured claim in an amount of
$143,132. Should the claim of Noah Bank, both for Class 1 and
Class 3, become an allowed claim, the interest holders will
surrender their equity in the Debtor to a Noah Bank nominee in
complete satisfaction of the claim. The Noah Bank nominee will
have the right to operate the business of the Debtor. It will be
obligated to satisfy all distributions under the Plan. It will
have the right to collect all funds due under the Lease
Cancellation Agreement and the Landlord Adversary. The Noah Bank
nominee will also, of course, be free to negotiate with the
Landlord, at its option, to modify the Lease Cancellation
Agreement, obtain a lease from the Landlord or otherwise address
the operations of the Reorganized Debtor. This Class is not
impaired and not entitled to vote on the Plan.
The Reorganized Debtor will realize the funds to pay allowed
administration claims, allowed tax claims and the allowed Class 2
Claims from operations and the Lease Cancellation Agreement. All
monies will be distributed in accordance with the terms of the
Plan.
The Amended Disclosure Statement is available at:
http://bankrupt.com/misc/nysb15-10892-97.pdf
As reported by the Troubled Company Reporter on Oct. 4, 2016, the
Debtor filed with the Court a disclosure statement to accompany the
Debtor's plan of reorganization dated Sept. 21, 2016. Under that
plan, Class 2 Convenience General Unsecured Creditors would receive
a distribution of 10% on the Effective Date.
About Basic Food
Basic Food Group, LLC, dba Zeytinz, is a deli/cafe headquartered in
New York, New York.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 15-10892) on April 10, 2015, listing $3.29
million in total assets and $1.5 million in total liabilities. The
petition was signed by Jaeho Lee, president.
Judge James L. Garrity Jr. presides over the case.
Rosemarie E. Matera, Esq., at Kurtzman Matera, PC, serves as the
Debtor's bankruptcy counsel.
BIG APPLE CIRCUS: Taps Debevoise as Pro Bono Attorneys
------------------------------------------------------
The Big Apple Circus, Ltd. seeks authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Debevoise & Plimpton LLP as pro bono attorneys, nunc pro tunc to
the November 20, 2016 petition date.
The Debtor requires Debevoise to:
(a) advise the Debtor with respect to its powers and duties as
debtor in possession in the continued management and
operation of its business and properties;
(b) advise and consult on the conduct of this chapter 11 case,
including all of the legal and administrative requirements
of operating in chapter 11;
(c) attend meetings and negotiate with representatives of the
creditors and other parties in interest;
(d) take all necessary action to protect and preserve the
Debtor's estates, including prosecuting actions on the
Debtor's behalf, defending any action commenced against the
Debtor and representing the Debtor's interests in
negotiations concerning all litigation in which the Debtor
is involved, including objections to claims filed against
the Debtor's estate;
(e) prepare, file, and serve all pleadings, including motions,
applications, answers, orders, reports and papers necessary
or otherwise beneficial to the administration of the
Debtor's estate;
(f) provide such other noticing services as may be required by
the Court;
(g) represent the Debtor in connection with obtaining
postpetition financing, if necessary;
(h) advise the Debtor in connection with any potential sale of
assets;
(i) appear before the Court and any appellate courts to
represent the interests of the Debtor's estate before those
courts;
(j) consult with the Debtor regarding tax matters;
(k) take any necessary action on behalf of the Debtor to
negotiate, prepare on behalf of the Debtor and obtain
approval of a chapter 11 plan and all documents related
thereto; and
(l) perform all other necessary or otherwise beneficial legal
services for the Debtor in connection with the prosecution
of this chapter 11 case, including (i) analyzing the
Debtor's leases and contracts and the assumptions,
rejections or assignments thereof, (ii) analyzing the
validity of liens against the Debtor and (iii) advising the
Debtor on corporate and litigation matters.
Consistent with the terms of the Engagement Letter and previous
engagement letters, Debevoise has been representing the Debtor on a
pro bono basis. Accordingly, the Debtor did not make any payments
to Debevoise before the Petition Date, nor does the Debtor owe
Debevoise any amounts for legal services rendered before the
Petition Date. Debevoise intends to represent the Debtor in its
chapter 11 case on a pro bono basis, subject to the Court's
approval, and will not be applying for compensation for
professional services incurred in this chapter 11 case.
Christopher Updike, counsel of Debevoise, 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.
Pursuant to the Appendix B Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed Under United
States Code by Attorneys in Larger Chapter 11 Cases (the "2013 UST
Guidelines"), Debevoise disclosed that it will represent the Debtor
in its chapter 11 case on a pro bono basis.
Debevoise can be reached at:
M. Natasha Labovitz, Esq.
Christopher Updike, Esq.
DEBEVOISE & PLIMPTON LLP
919 Third Avenue
New York, NY 10022
Tel: (212) 909-6000
Fax: (212) 909-6836
About The Big Apple Circus, Ltd.
The Big Apple Circus, Ltd., filed a chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-13297) on Nov. 20, 2016. The petition was
signed by Will Maitland Weiss, executive director. The Debtor is
represented by Natasha M. Labovitz, Esq. and Christopher Updike,
Esq., at Debevoise & Plimpton LLP. The Debtor estimated assets
and liabilities at $1 million to $10 million at the time of the
filing.
BILL BARRETT: Releases December 2016 Investor Presentation
----------------------------------------------------------
An investor presentation for December 2016 was posted on the
Company's website at http://www.billbarrettcorp.com/on Dec. 1,
2016.
All statements in the presentation, other than statements of
historical fact, may be deemed to be forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Although the Company believes the expectations expressed
in such forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future
performance and actual results or developments may differ
materially from those in the forward-looking statements. The
Company disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
About Bill Barrett
Bill Barrett Corporation is an independent energy company that
develops, acquires and explores for oil and natural gas resources.
All of the Company's assets and operations are located in the Rocky
Mountain region of the United States.
Bill Barrett reported a net loss of $488 million in 2015 following
net income of $15.08 million in 2014.
As of Sept. 30, 2016, Bill Barrett had $1.33 billion in total
assets, $826.4 million in total liabilities and $509.2 million in
total stockholders' equity.
* * *
As reported by the TCR on June 10, 2016, Moody's Investors Service
affirmed Bill Barrett Corporation's (Bill Barrett) Caa2 Corporate
Family Rating (CFR) and revised the Probability of Default Rating
(PDR) to 'Caa2-PD/LD' from 'Caa2-PD.' "Bill Barrett's debt for
equity exchange achieved some reduction in its overall debt burden,
but the company's cash flow and leverage metrics continue to remain
challenged as its hedges roll off in 2017," commented Amol Joshi,
Moody's vice president.
As reported by the TCR on July 13, 2016, S&P Global Ratings raised
the corporate credit rating on Denver-based oil and gas exploration
and production company Bill Barrett Corp. to 'B-' from 'SD'. The
rating outlook is negative. "The upgrade reflects our reassessment
of the company's corporate credit rating following the
debt-for-equity exchange of its 7.625% senior unsecured notes due
2019, and also reflects our expectation that there will be no
further distressed exchanges over the next 12 months," said S&P
Global Ratings credit analyst Kevin Kwok.
BLACK KNIGHT: S&P Affirms 'BB-' CCR and Revises Outlook to Pos.
---------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB-' corporate credit
rating on Jacksonville, Fla.-based Black Knight Financial Services,
Inc. (BKFS) and revised the outlook to positive from stable.
S&P affirmed its 'BB' issue-level rating, with a recovery rating of
'2', on Black Knight Infoserv, LLC's senior secured credit
facility, which consists of a $400 million revolving credit
facility due 2020 and $1.2 billion first-lien term loan
($800 million of which is due in 2020 and $400 million of which is
due in 2022). The '2' rating indicates S&P's expectation for
substantial recovery (70%-90%; at the higher end of the range) in
the event of payment default.
In addition, S&P affirmed its 'BBB' issue-level rating on Black
Knight InfoServ, LLC's $600 million senior unsecured notes due 2023
based on the unconditional guarantee by the parent company Fidelity
National Financial.
"Our outlook revision to positive from stable is based on our
forecast that leverage will decline to 3.8x by the end of 2016, and
3.3x for 2017, down from about 4.0x as of Sept. 30, 2016, on EBITDA
growth and required amortization payments," said S&P Global Ratings
credit analyst Adam Lynn.
The company repaid $50 million net of the firm's revolving credit
facility in 2016, leaving $50 million of revolver borrowings
outstanding. Management lowered its leverage target to 3.0x from
3.5x by the end of 2017, and has no plans to issue dividends or
repurchase shares. Operating performance has been stronger than
S&P expected, and it forecasts revenues to grow 9%-10% in fiscal
2016 due to increased market share. The positive outlook also
incorporates S&P's expectation that BKFS will continue to generate
free cash flow of more than $170 million annually, and that free
operating cash flow (FOCF) will remain at about 12% of debt. S&P
expects revenues to grow at a high-single-digit rate to
$1.1 billion from $1 billion over the next 12 months. A modest
fixed-cost base and low capital expenditure requirements should
enable BKFS to increase operating margins and free cash flow as
revenue grows, and S&P forecasts EBITDA margins in the low 40% area
in 2017.
The positive outlook reflects S&P's view of the company's leading
and defensible market position in mortgage servicing, and S&P's
expectation for high-single-digit revenue growth and leverage
reduction to the mid- to low-3x area by the end of 2017.
BOWHUNT AMERICA: Unsecureds To Receive 5% of Net Revenue Over 3Yrs
------------------------------------------------------------------
Bowhunt America, LLC, filed with the U.S. Bankruptcy Court for the
District of Colorado a disclosure statement dated Nov. 21, 2016,
for the Debtor's plan of reorganization dated Nov. 21, 2016.
Class 1 - General Unsecured Claims not otherwise classified are
impaired. Holders of claims in Class 1 will be allowed, as of the
Effective Date, in the full amount of the allowed claims. Holders
of claims in Class 1 will receive pro rata distribution equal to 5%
of net revenue generated over a three year period commencing on the
Effective Date less the amount necessary to pay any unclassified
priority claimant who is receiving deferred payments. Commencing
on the first full month following the Effective Date, the Debtor
will at the conclusion of each month, set aside in a segregated
account, an amount equal to 5% of the preceding month's net
revenue. Each time six months payments have been set aside, the
Debtor will make any payment due to Class 1 creditors on a pro rata
basis the month following the accumulation of six months of set
aside. Class 1 is impaired and is entitled to vote on the Plan.
The Debtor' business operations will fund Plan. After
confirmation, the Reorganized Debtor will continue to operate and
generate the revenues necessary to fund the Plan.
The Disclosure Statement is available at:
http://bankrupt.com/misc/cob16-10549-72.pdf
The Plan was filed by the Debtor's counsel:
Steven T. Mulligan, Esq.
JACKSON KELLY PLLC
1099 18th Street, Suite 2150
Denver, CO 80202
Tel: (303) 390-0003
Fax: (303) 390-0177
E-mail: smulligan@jacksonkelly.com
About Bowhunt America
Bowhunt America, LLC, has been in business for approximately
fourteen years and publishes a magazine called Bowhunt America.
The Debtor was started by Bill Krenz and Sherry Krenz. The
Debtor's staff writes articles, designs the layout and sells
advertising. Once the magazine is ready for publication, it is
sent to a printer for printing and distribution. Historically,
Bowhunt America was published six times a year but starting in
2015, publishing was reduced to four times a year. The Debtor
plans on five publications in 2017.
The Debtor has approximately 56,000 subscribers and distributes
through approximately 3,100 newsstands. The Debtor also publishes
a digital edition. In 2015, Debtor had about 59 advertisers
although that number has fallen. The Debtor has no employees. The
people who work to get Bowhunt America published are employed by
Zebra Publishing Inc., an affiliated company. The Debtor pays
Zebra a management fee of $2,000 per month.
The Debtor is owned by Krenz -- 75%; and SubDirect, LLC -- 25%.
Krenz is 100% owner of Zebra.
The Debtor filed a Chapter 11 petition (Bankr. D. Colo., Case No.
16-10549) on Jan. 25, 2016. The Debtor is represented by Jackson
Kelly PLLC.
BSD MEDICAL: Stock Holders To Recover Up to $0.03 Per Share
-----------------------------------------------------------
BSD Medical Corporation, fka Perseon Corporation, filed with the
U.S. Bankruptcy Court for the District of Utah a disclosure
statement for the Debtor's Chapter 11 plan.
Holders of Class 3 Common Stock Interests -- estimated at 9,766,323
shares -- are expected to recover $0.01-0.03 per share of common
stock.
Except to the extent that a holder of an allowed Common Stock
Interest agrees to a less favorable treatment, in exchange for full
and final satisfaction, settlement, release, and compromise of and
in exchange for each Allowed Common Stock Interest, each holder of
an allowed Common Stock Interest will receive its pro rata share of
the disbursing agent assets.
Class 2 General Unsecured Claims -- estimated at $2,462,725 -- are
expected to recover 100% (plus 5% interest from the Petition Date
through the Effective Date).
Each holder of an allowed General Unsecured Claim will be paid in
full in Cash in an amount equal to the allowed General Unsecured
Claim by the Debtor on the Effective Date or by the disbursing
agent after the Effective Date plus interest accrued on the amount
of the allowed General Unsecured Claim at the interest rate from
the Petition Date through the Effective Date.
The Disclosure Statement is available at:
http://bankrupt.com/misc/utb16-24435-295.pdf
As reported by the Troubled Company Reporter on Oct. 3, 2016, the
Debtor filed with the Court a disclosure statement and plan of
reorganization, which proposed a 100% recovery for priority claims
and general unsecured claims, plus 5% interest from Petition Date
through Effective Date.
About BSD Medical
BSD Medical Corporation fka Perseon Corporation sought Chapter 11
protection (Bankr. D. Utah Case No. 16-24435) on May 23, 2016, in
Salt Lake City. Perseon is publicly traded medical technology
developer and manufacturer that is primarily focused on creating
and manufacturing ablation technologies for treating cancer.
The Debtor listed $1 million to $10 million in assets and debt.
The Debtor is represented by Steven T. Waterman, Esq., at Dorsey &
Whitney LLP. Nixon Peabody LP serves as patents counsel. The
petition was signed by Clinton E. Carnell Jr., CEO/President.
Chief Judge R. Kimball Mosier is assigned to the case.
No trustee, examiner, or official committee of unsecured creditors
has been appointed in this case.
BURCON NUTRASCIENCE: Completes Over-Subscribed Rights Offering
--------------------------------------------------------------
Burcon NutraScience Corporation announced the completion of its
rights offering, which expired at 5:00pm (EST) on Nov. 30, 2016.
The Rights Offering was over-subscribed and will result in the
issuance of 1,990,708 Common shares of Burcon at a price of $2.58
per share for gross proceeds of approximately $5,136,027.
Burcon is working with its transfer agent to calculate the amounts
exercised under the basis subscription privilege and the additional
subscription privilege in connection with the Rights Offering and
will provide details, including information required by National
Instrument 45-106 -- Prospectus Exemptions, once available.
About Burcon NutraScience
Headquartered in Vancouver, Canada, Burcon NutraScience
Corporation has developed a portfolio of composition, application,
and process patents originating from its core protein extraction
and purification technology. The Company's patented processes
utilize inexpensive oilseed meals and other plant-based sources
for the production of purified plant proteins that exhibit certain
nutritional, functional and nutraceutical profiles.
Burcon NutraScience reported a net loss of C$6.56 million on
C$106,390 of revenue for the year ended March 31, 2016, compared to
a net loss of C$6.57 million on C$105,387 of revenue for the year
ended March 31, 2015.
As of Sept. 30, 2016, Burcon Nutrascience had C$3.86 million in
total assets, C$2.48 million in total liabilities and C$1.38
million in shareholders' equity.
In its annual report on Form 20-F for the fiscal year ended March
31, 2016, the Company said that as at March 31, 2016, it had
minimal revenues from its technology, had an accumulated deficit of
$77,550,164 (2015 - $70,980,388). During the year ended
March 31, 2016, the Company incurred a loss of $6,569,776 (2015 -
$6,579,424; 2014 - $5,961,545) and had negative cash flow from
operations of $4,883,575 (2015 - $4,819,743; 2014 - $4,952,221).
The Company has relied on equity financings, private placements,
rights offerings and other equity transactions to provide the
financing necessary to undertake its research and development
activities. As at March 31, 2016, the Company had cash and cash
equivalents of $2,479,862 (2015 - $2,400,965) and short-term
investments of $nil (2015 - $1,266,600). These conditions indicate
existence of a material uncertainty that casts substantial doubt
about the ability of the Company to meet its obligations as they
become due and, accordingly, its ability to continue as a going
concern.
The Company said its ability to continue as a going concern is
dependent upon the Company raising additional capital. On May 12,
2016, the Company completed a convertible note financing for
$2,000,000, with net proceeds of approximately $1,934,000.
Although the Company expects to receive royalty revenues from its
license and production agreement (Soy Agreement) with Archer
Daniels Midland Company from the sales of CLARISOY(TM), the amount
of royalty revenues cannot be ascertained at this time. Burcon
expects the amount of royalty revenues from the sales of
CLARISOY(TM) will not reach its full potential until such time
production is expanded to one or more full-scale commercial
facilities.
CADDO DESIGN: Hires Paridae Enterprises as Accountant
-----------------------------------------------------
Caddo Design, Inc. dba Caddo Solutions and dba Caddo Design and
Office Products seeks authorization from the U.S. Bankruptcy Court
for the District of Colorado to employ Paridae Enterprises, LLC dba
A Resource to provide accounting services.
The Debtor requires Paridae Enterprises to provide professional tax
and accounting services. The tax and accounting services to be
provided by the accountant include the preparation of Federal and
State tax returns for the Debtor, bookkeeping services, assistance
with the preparation of monthly operating reports to be filed with
the Office of the U.S. Trustee, and any additional tax and
accounting services that is required by the Debtor.
Paridae Enterprises will be paid at these hourly rates:
Miriam Smith $250
Associate $75
Paridae Enterprises will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Miriam Smith, principal of Paridae Enterprises, 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.
Paridae Enterprises can be reached at:
Miriam Smith
PARIDAE ENTERPRISES
5994 S Prince St # 203
Littleton, CO 80120
Tel: (720) 279-6697
About Caddo Design
Caddo Design Inc. operates an office supply business in Colorado.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 14-23098) on September 24, 2014.
Judge Michael E. Romero presides over the case.
CADIZ INC: Inks Fifth Amendment to Wells Fargo Credit Agreement
---------------------------------------------------------------
Cadiz Inc. and Cadiz Real Estate LLC, along with MSD Credit
Opportunity Master Fund, L.P., MILFAM II L.P. and WPI-Cadiz Farm
CA, LLC and Wells Fargo Bank, National Association, as agent for
the senior lenders, are a party to that certain Amended and
Restated Credit Agreement, dated as of Oct. 30, 2013, and as
subsequently amended on Nov. 23, 2015, Feb. 8, 2016, March 4, 2016,
and April 28, 2016, as previously reported.
On Nov. 29, 2016, and effective as of Nov. 30, 2016, the Borrowers
and the Senior Lenders entered into a Fifth Amendment to the Credit
Agreement for the purpose of, among other things, (i) permitting
the Borrowers to elect to satisfy the cash interest payment
obligations under the Credit Agreement through the issuance of
shares of the Company's common stock, based on a per-share price
equal to the 10-day volume weighted average trading price of the
common stock on the date of the election and (ii) extending the
maturity date of the Credit Agreement from Sept. 28, 2017, to Sept.
28, 2019. Following each election by the Company to pay cash
interest by the issuance of shares of its common stock, the Company
will make each issuance on the applicable interest payment date to
the Senior Lenders pursuant to a form of interest share issuance
agreement to be executed by the Company with each Senior Lender.
In connection with entering into the Fifth Amendment, the Company
issued to the Senior Lenders, in accordance with their respective
pro rata interests of the loans outstanding under the Credit
Agreement, an aggregate of 357,500 shares of its common stock and
warrants to purchase an aggregate 357,500 shares of its common
stock. Those shares of common stock and the warrants were offered
to the Senior Lenders pursuant to an effective registration
statement on Form S-3 (File No. 333-214318) and were issued to the
Senior Lenders pursuant to a form of closing share and warrant
issuance agreement executed by the Company with each Senior Lender.
The shares of common stock underlying the warrants and the shares
of common stock to be paid as interest to the Senior Lenders will
be offered under such foregoing or similar registration statement,
as available at exercise or issuance, as applicable. Any payment
of any interest by the Company via shares of common stock under the
Fifth Amendment is subject to the satisfaction of certain equity
conditions, including the effectiveness a registration statement
for such shares and a minimum 10-day volume weighted average
trading price of the common stock on the date of payment.
Under the closing share and warrant issuance agreements, the Senior
Lenders will not, and will cause their wholly-owned subsidiaries
not to, sell, transfer, encumber or otherwise dispose of any or all
of their respective allocations of the 357,500 shares of common
stock issued under the closing share and warrant issuance
agreements prior to May 28, 2017, without the Company's written
consent, other than transfers to affiliates of the Senior Lenders
(provided, however, that any common stock issued under the closing
share and warrant issuance agreements transferred to such affiliate
shall be subject, as of the date of such transfer, to the remaining
term, if any as of such date, of the foregoing transfer
restrictions).
The warrants generally have a five year term and an exercise price
of $0.01 per share, subject to adjustment for corporate actions
including, but not limited to, stock dividends, stock splits,
reverse stock splits, corporate reorganizations and mergers as well
as certain dilutive issuances at a price per share (subject to
Price Adjustments) below either of (i) the fair market value of the
common stock, or (ii) $9.05, as provided pursuant to the terms of
the warrants. A holder of a warrant may exercise the warrant, from
time-to-time, commencing on the 180th day following the execution
date of the Fifth Amendment if any principal or interest amounts
are outstanding under the Credit Agreement as of such day. Once the
warrant becomes exerciseable as of such 180th day, such
exerciseability is irrevocable notwithstanding any subsequent pay
off of the principal and interest under the Credit Agreement.
About Cadiz
Cadiz Inc. is a land and water resource development company with
45,000 acres of land in three areas of eastern San Bernardino
County, California. Virtually all of this land is underlain by
high-quality, naturally recharging groundwater resources, and is
situated in proximity to the Colorado River and the Colorado River
Aqueduct, a major source of imported water for Southern California.
The Company's properties are suitable for various uses, including
large-scale agricultural development, groundwater storage and water
supply projects. The Company's main objective is to realize the
highest and best use of its land and water resources in an
environmentally responsible way.
Cadiz Inc. reported a net loss and comprehensive loss of $24.01
million in 2015, a net loss and comprehensive loss of $18.88
million in 2014 and a net loss and comprehensive loss of $22.67
million in 2013.
As of Sept. 30, 2016, Cadiz Inc. had $59.01 million in total
assets, $129.24 million in total liabilities and a total
stockholders' deficit of $70.22 million.
CADIZ INC: Prices Public Offering of Common Stock
-------------------------------------------------
Cadiz Inc. announced the pricing of an underwritten public offering
of 1,000,000 shares of its common stock at a price to the public of
$9.75 per share. The gross proceeds from this offering are
expected to be approximately $9.75 million, before deducting
underwriting discounts and commissions and estimated offering
expenses payable by the Company. The net proceeds from this
offering, after deducting underwriting discounts and commissions,
are anticipated to be approximately $9.26 million. The offering is
expected to close on or about Dec. 6, 2016, subject to customary
closing conditions. The Company has granted the underwriters a
30-day option to purchase up to an additional 150,000 shares of
common stock in connection with the public offering.
The Company expects to use the net proceeds from this offering to
fund its ongoing development of the Cadiz Valley Water
Conservation, Recovery and Storage Project and for general
corporate purposes, which may include business development
activities, capital expenditures, working capital and general and
administrative expenses.
B. Riley & Co., LLC is acting as sole book-runner in the offering.
The shares of common stock are being offered by Cadiz pursuant to a
registration statement (No. 333-214318) filed by the Company with
the Securities and Exchange Commission that has been declared
effective. A preliminary prospectus supplement and accompanying
base prospectus related to the offering was filed with the SEC on
Nov. 30, 2016, and a final prospectus supplement and accompanying
base prospectus related to the offering will be filed with the SEC
and will be available on the SEC's website located at
http://www.sec.gov. Copies of the final prospectus supplement and
the accompanying base prospectus relating to the offering, when
available, may be obtained from B. Riley & Co., LLC, 11100 Santa
Monica Blvd., Suite 800 Los Angeles California 90025, or by
telephone at (888) 295-0155, or by email at
capitalmarkets@brileyco.com.
About Cadiz
Cadiz Inc. is a land and water resource development company with
45,000 acres of land in three areas of eastern San Bernardino
County, California. Virtually all of this land is underlain by
high-quality, naturally recharging groundwater resources, and is
situated in proximity to the Colorado River and the Colorado River
Aqueduct, a major source of imported water for Southern California.
The Company's properties are suitable for various uses, including
large-scale agricultural development, groundwater storage and water
supply projects. The Company's main objective is to realize the
highest and best use of its land and water resources in an
environmentally responsible way.
Cadiz Inc. reported a net loss and comprehensive loss of $24.01
million in 2015, a net loss and comprehensive loss of $18.88
million in 2014 and a net loss and comprehensive loss of $22.67
million in 2013.
As of Sept. 30, 2016, Cadiz Inc. had $59.01 million in total
assets, $129.24 million in total liabilities and a total
stockholders' deficit of $70.22 million.
CAESARS ENTERTAINMENT: 90% of Creditors Accept Reorganization Plan
------------------------------------------------------------------
Caesars Entertainment Corporation and Caesars Entertainment
Operating Company, Inc. ("CEOC") and its Chapter 11 debtor
subsidiaries (collectively, the "Debtors") on Dec. 5 disclosed that
substantially all voting creditor classes have voted to accept
CEOC's proposed plan of reorganization ("Plan"). The Plan was
accepted by more than 90% of voting creditors. Each of the
creditor classes for the Debtors' first lien noteholders, first
lien bank lenders, second lien noteholders, subsidiary-guaranteed
noteholders, and unsecured noteholders voted to accept the Plan in
numbers well in excess of what is necessary to confirm the Plan.
The overwhelming support for the Plan is an important milestone
toward CEOC confirming its Plan and emerging from bankruptcy
protection in 2017.
"The significant support demonstrated by CEOC's creditor
constituencies brings the resolution of CEOC's bankruptcy one step
closer," said Mark Frissora, President and Chief Executive Officer
of Caesars Entertainment. "Upon conclusion in 2017, Caesars will
be well-positioned to continue growing and prospering as an
independent company, delivering on our strategic priorities to
drive value for all of our stakeholders."
The final voting results on the Plan for all 173 Debtors were
certified and filed with the U.S. Bankruptcy Court for the Northern
District of Illinois earlier on Dec. 5. Although there are certain
unsecured creditor classes voting to reject the Plan at certain
Debtor entities, there are a significant number of classes voting
in favor of the Plan at each Debtor entity and the Plan can be
confirmed under the Bankruptcy Code notwithstanding the rejecting
classes.
The Plan remains subject to bankruptcy court approval, required
gaming regulatory approvals, the completion of a merger between
Caesars Entertainment and Caesars Acquisition Company, and various
other closing conditions. The confirmation hearing is scheduled to
begin on January 17, 2017.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.
* * *
The U.S. Bankruptcy Court for the Northern District of Illinois
approved the adequacy of the disclosure statement explaining the
second amended joint Chapter 11 plan of reorganization of Caesars
Entertainment Operating Company Inc. and it debtor-affiliates.
The Court set Oct. 31, 2016, at 4:00 p.m. (prevailing Central Time)
as last day for any holder of a claim entitled to vote to accept or
reject the Debtors' plan.
A hearing is set for Jan. 17, 2017, at 10:30 a.m. (prevailing
Central Time) in Courtroom No. 642 in the Everett McKinley Dirksen
United States Courthouse, 219 South Dearborn Street, Chicago,
Illinois, to confirm the Debtors' plan. Objections to
confirmation, if any, were due Oct. 31.
CAPUTO TOLLGATE: 974 Realty Buying Mamaroneck Property for $1.5M
----------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York will convene a hearing on Dec. 22, 2016 at
10:00 a.m. to consider Caputo Tollgate Property, LLC's sale of real
property located at 974 East Boston Post Road, Mamaroneck, New York
("Premises") to 974 Realty, LLC for $1,460,000.
The objection deadline is 7 days before the hearing.
The Debtor is a New York Corporation which owns Premises. Upon
information and belief, the Premises is worth in excess of
$1,250,000.
The Premises is encumbered by a first mortgage held by the New York
Business Development Corp. ("NYBDC"). The principal balance due is
approximately $650,000. Empire State Certified Development Corp.
("ESCDC") holds a second mortgage with a principal balance due of
approximately $200,000.
In addition, NYSBDC is owed approximately $40,000 by a related
entity, Caputo Tollgate Restaurant ("Tollgate Restaurant"). It is
the subject of a Chapter 11 proceeding pending before the Court
bearing case number 13-23128.
Upon information and belief, the ESCDC assigned the obligation to
the United States Small Business Administration which guarantied
the obligation. Notwithstanding the assignment, the ESCDC
continues to service the mortgage. The ESCDC and the NYSDC are
represented by the same counsel with respect to the motion. The US
Attorney also represents ESCDC.
Caputo, Sr. is a member of the Debtor. He is the father of Robert
Caputo, Jr. who manages the Debtor. Caputo, Sr., who is a
successful businessman, guarantied the Debtor's obligations under
the Mortgages. His investment in the Premises has been fraught
with difficulties.
The Debtor acquired the Premises in 2008 to help out a friend of
the Caputos who was suffering from financial hardship. For
approximately a year, Tollgate Restaurant operated a restaurant
from the Premises. The Debtor began to experience financial
reverses in 2009 when Tollgate Restaurant was unable to pay rent
due, in part, to management issues and in part to the poor economy.
Tollgate Restaurant ultimately ceased operations in 2009.
Tollgate Restaurant's primary creditor is NYBDC. It held a secured
interest in Tollgate Restaurant's furniture and fixtures and
equipment. NYBDC is owed approximately $44,000 from Tollgate
Restaurant. Caputo Sr. guarantied Tollgate Restaurant's obligation
to the NYBDC.
After Tollgate Restaurant closed, the Debtor struggled to find a
new tenant. For several years, the Premises was vacant or was
occupied sporadically. During most of those years, Caputo Sr.
maintained the Premises and made regular payments towards the
Mortgages, the real property taxes and other bills relating to the
Debtor and the property. Eventually, the Debtor realized that the
only course of action would be to upgrade the Premises to make it
more attractive to prospective tenants.
Caputo, Sr. and Caputo, Jr. spent considerable time and used
substantial personal funds to renovate the Premises extensively.
He finally stopped making payments on the Mortgages, unable
financially to fund the costs of renovation and at the same time,
pay the secured liabilities.
NYBDC commenced actions against both the Debtor and Tollgate
Restaurant. In its action to collect on the note against Tollgate
Restaurant, NYBDC ultimately obtained a judgment against the Debtor
and Caputo, Sr. for approximately $70,000. Upon information and
belief, a separate action to foreclosure on the Premises is
pending.
Fortunately, Tollgate Property's financial situation improved. Due
to the renovations funded by Caputo Sr., it was able to procure a
financially solid tenant for the Premises. In the summer of 2013,
the Debtor entered into a written lease with a new tenant, Andrias
Restaurant, a family style restaurant which is a member of a small
restaurant chain based in Long Island.
The rent generated has been, for the most part, sufficient to
satisfy the monthly payments due on the Mortgages and taxes.
However, the Debtor has struggled to make repairs, necessary
upgrades and pay insurance. Although in the past Caputo, Sr. had
been willing to make up the shortfall, it became more difficult for
him to do so. Approximately a year ago, the ESCDC seized his 2014
tax refund in the amount of approximately $250,000. The ESCDC also
continued to garnish his social security payments.
Even though the Debtor was substantially current with post-petition
payments, NYBCD moved to vacate the automatic stay. The Debtor
agreed to the entry of a conditional order which, inter alia,
required monthly payments and imposed a deadline for satisfaction
of the obligations or confirmation of a plan by Dec. 31, 2016.
Although the Debtor spent considerable time formulating a Chapter
11 plan, the monthly "short fall" between rent and carrying charges
presented challenged to confirmation. Absent a refinancing,
"feasibility" could have been an issue. Moreover, Caputo, Sr.'s
social security would continue to be garnished and, absent an
injunction or other extraordinary relief, his tax refunds and
assets would remain vulnerable. After exploring options, the
Debtor decided to pursue refinancing.
Recently, ESCDC seized the tax refund of Caputo Sr. and his wife in
the amount of approximately $169,000. Caputo Sr. had planned to
use the refund to pay real property taxes and other obligations
attendant to the Premises. Instead, the funds will be applied
solely to the obligation to ESCDC, reducing it to approximately
$200,000.
In addition to holding a mortgage on the Premises, NYBCD also holds
a lien on the cash surrender value of Caputo Sr.'s life insurance
policy. The value is estimated to be $102,000. The lien has
presented an impediment to Caputo Sr.'s ability to withdraw cash or
borrow funds against the policy.
Caputo Sr. has agreed to devoted the "Cash Value" to any shortfall
under the sale.
The sale is essentially a mechanism for the Debtor to refinance its
mortgages held by of NYBDC and ESCDC. Pursuant to the terms of the
sale, the Debtor will transfer its property to 974 Realty, an
entity owned by the Debtor's principal, Robert Caputo, Sr. The
Debtor's lender, Orange County Savings & Trust ("Orange County")
structured the transaction as an origination rather than a
traditional refinancing. It is submitted that the sale, which will
provide for full payment to NYBDC, ESCDC and the real property
taxing authorities, is in the best interests of the Debtor, its
estate and the creditors therein.
After many months, the Debtor has finally received a commitment
letter from Orange County. The financing from Orange County is
structured as a "purchase" to facilitate the transaction and permit
more favorable terms. 974 Realty, which is owned solely by Mr.
Caputo Sr. will purchase the Premises. The Mortgages will be paid
at or shortly after the closing.
The terms are simple and straightforward. The purchase price will
be an amount to cover all liens. Although a shortfall is not
anticipated, Caputo, Sr. will devote the "Cash Value" of his life
insurance policy to satisfy same. The "Cash Value" will also be
used to satisfy any liability of Tollgate Restaurant.
A copy of the Contract of Sale letter attached to the Motion is
available for free at:
http://bankrupt.com/misc/Caputo_Tollgate_92_Sales.pdf
The Debtor has acted diligently to comply with the requirements set
forth in the Conditional Order. Notwithstanding, it is unlikely
that a closing will take place before Dec. 31, 2016. The Debtor
anticipates closing prior to Jan. 31, 2016. The Debtor believes
that it is appropriate for the deadlines to be extended to
consummate the transaction. It is submitted that the Court should
grant a brief extension of time to permit the Debtor to consummate
the transaction and pay the Mortgages in full.
The Debtor notes that $169,000 was just diverted from Caputo Sr. to
the ESCDC and creditors are adequately protected by the equity in
the Premises as well as the "Cash Value" of the insurance policy.
The Debtor is hopeful that NYBCD and ESCDC will consent to the form
of the relief sought. Accordingly, the Debtor asks the Court to
approve the sale of the property and direct the release of
collateral.
Because the facts and circumstances set forth do not present novel
issues of law, the Debtor asks that the Court waives the
requirement of the filing of a memorandum of law.
The Purchaser:
974 REALTY, LLC
974 East Boston Post Road
Mamaroneck, NY 10543
The Purchaser is represented by:
LAW OFFICES OF JOSEPH C. MESSINA
424 Mamaroneck Ave.
Mamaroneck, NY 10543
Telephone: (914) 381-2728
E-mail: lawmessina@aol.com
About Caputo Tollgate Property
Caputo Tollgate Property, LLC, sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 13-23129) on July 8, 2013. Judge Robert D. Drain
is assigned to the case. The petition was signed by Robert Caputo,
managing member.
The Debtor estimated assets in the range of $0 to $50,000 and
$1,000,001 to $10,000,000 in debt.
The Debtor tapped Anne J. Penachio, Esq., at Penachio Malara, LLP
as counsel.
CAT CONNECTION: January 18 Plan Confirmation Hearing
----------------------------------------------------
The Hon. Brenda K. Martin of the U.S. Bankruptcy Court for the
District of Arizona issued an order approving Cat Connection LLC's
disclosure statement explaining their chapter 11 plan of
reorganization.
The hearing to consider the confirmation of the plan will be held
at the U.S Bankruptcy Court, 230 N. First Avenue, 7th Floor,
Courtroom 701, Phoenix, Arizona on Jan 18, 2017 at 1:30 PM.
Ballots accepting or rejecting the plan must be received by the
Plan Proponent at least seven days prior to the hearing date set
for the confirmation of the plan.
The last day for filing with the Court and serving written
objections to confirmation of the plan is fixed at seven days prior
to the hearing date set for confirmation of the plan.
As previously reported by the Troubled Company Reporter, the Debtor
filed the Plan and the Disclosure Statement dated Aug. 31, 2016, a
full-text copy of which is available at:
http://bankrupt.com/misc/15-15217-107.pdf
The Debtor's Plan will be funded by its cash on hand, and its
regular cash flow.
About CAT Connection LLC
CAT Connection LLC, in the business of manufacturing and selling
pet products, filed a chapter 11 petition (Bankr. D. Ariz. Case No.
15-15217) on Nov. 30, 2015. The petition was signed by Robert
Baker, Jr., owner. The Debtor is represented by Harold E. Campbell,
Esq., at Campbell & Coombs, P.C. The Debtor estimated assets at
$100,001 to $500,000 and liabilities at $500,001 to $1 million at
the time of the filing.
CCH JOHN EAGAN: Wants Solicitation Period Extended Thru Jan. 12
---------------------------------------------------------------
CCH John Eagan II Homes, L.P. asks the U.S. Bankruptcy Court for
the Southern District of Florida to extend the exclusive period for
the Debtor to solicit acceptances of its chapter 11 Plan through
the conclusion of the hearing on confirmation of the Plan.
Pursuant to the Court's Order, the exclusive solicitation period
was extended up through and including November 28, 2016, however,
confirmation has been continued to January 12, 2017.
About CCH John Eagan
Headquartered in Palm Beach Gardens, Florida, CCH John Eagan II
Homes, L.P., owns and operates a 180 unit multifamily apartment
complex in Atlanta, Georgia commonly known as Magnolia Park
Apartments Phase II. It filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 15-31082) on Dec. 1, 2015. The petition
was signed by Yashpal Kakkar, managing member, CCH John Eagan II
Partners, LLC, GP. Judge Erik P. Kimball presides over the case.
At the time of the filing, the Debtor estimated its assets at
between $1 million and $10 million and liabilities at between $10
million and $50 million.
The Debtor is represented by Eric A. Rosen, Esq., at Fowler White
Burnett, P.A. Robert P. Hein, Esq., of Robert P. Hein, P.C. and
Fowler, Hein, Cheatwood & Williams, P.A., serve as the Debtor's
special counsel evictions attorney. The Debtor employs Robert Ryan,
MAI, of Meridian Advisors, as appraiser.
No official committee of unsecured creditors has been appointed in
the case.
CHINA FISHERY: Has Until January 6 to File Plan of Reorganization
-----------------------------------------------------------------
Judge James L. Garrity, Jr. of the U.S. Bankruptcy Court for the
Southern District of New York extended the exclusive periods within
which only China Fishery Group Limited (Cayman) and all of its
Moving Debtor-affiliates may file a Plan of Reorganization, through
and including January 6, 2017, and solicit acceptances of such
plan, through and including March 9, 2017.
However, Judge Garrity denied exclusivity extension for CFG Peru
Investments Pte. Limited (Singapore) since exclusivity was
terminated upon the appointment of a chapter 11 trustee in
accordance with Decision entered on October 28, 2016.
The Court noted that Malayan Banking Berhad, Hong Kong Branch,
Cooperatieve Rabobank U.A. Standard Chartered Bank (Hong Kong)
Limited and DBS Bank (Hong Kong) Limited, Bank of America, N.A.,
and the Ad Hoc Committee of Holders of CFG Investment S.A.C’s
9.75% Senior Notes Due 2019 had filed objections to the Motion.
Pursuant to the record of the hearing held on October 25, 2016, the
Debtors were directed to provide the Objectors, China CITIC Bank
International Limited and Taipei Fubon Commercial Bank Co., Ltd.
with the final non-draft version of a forensic report, prepared for
the independent review committees of Debtors Pacific Andes
International Holdings Limited and Pacific Andes Resources
Development Limited by RSM Corporate Advisory, promptly upon its
completion.
The Debtors were required to provide China CITIC Bank and Taipei
Fubon Commercial Bank with a copy of the audited financial
statements of the Pacific Andes Group for the fiscal year ended
September 2015 promptly upon Deloitte LLP's public issuance of
same, as well as a term sheet for a proposed chapter 11 plan of
reorganization and a related business plan for the Debtors on or
before December 16, 2016.
The Troubled Company Reporter had reported earlier that the Debtors
asked the Court to extend their exclusive periods for filing a
chapter 11 plan and soliciting acceptances to the plan, through
March 30, 2017 and May 31, 2017, respectively.
The Debtors related that certain of their creditors, known as
Adverse Lenders, filed a Motion for the appointment of a Chapter 11
Trustee, and since the Trustee Motion, they have turned their
attention to formulating potential plan structures, including
meeting with creditors to ascertain their views, as well as dealing
with various motions, several relating to the Debtors' ability to
formulate, negotiate and confirm a plan.
About China Fishery Group
China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 16-11895) on June 30, 2016. The petition was signed by Ng
Puay Yee, chief executive officer. At the time of the filing, the
Debtor estimated its assets at $500 million to $1 billion and debts
at $10 million to $50 million. The case is assigned to Judge James
L. Garrity Jr.
Howard B. Kleinberg, Esq., Edward J. LoBello, Esq. and Jil
Mazer-Marino, Esq. of Meyer, Suozzi, English & Klein, P.C. serve As
legal counsel. The Debtor has tapped Goldin Associates, LLC, as
financial advisor and RSR Consulting LLC as restructuring
consultant.
The Court approved the appointment of William J. Brandt, Jr., as
the Chapter 11 Trustee for CFG Peru Investments Pte. Limited
(Singapore), an affiliate of China Fishery Group Limited (Cayman).
CITYGOLF: To Distribute $10,000 to Admin. Claimants
---------------------------------------------------
CityGolf/Boston, LLC, filed with the U.S. Bankruptcy Court for the
District of Massachusetts a disclosure statement dated Nov. 17,
2016, referring to the Debtor's plan of reorganization, which
estimate that on the effective date the funds to be distributed are
approximately $10,000 to administrative claimants.
Under the Plan, general unsecured creditors will receive a dividend
of 10% over five years from the first of the month after
confirmation.
Upon confirmation, all property of the Debtor, tangible and
intangible, including, without limitation, licenses, furniture,
fixtures and equipment, will revert, free and clear of all claims
and interests, to the Debtor. The Debtor will pay the claims from
its operations post-confirmation. The Debtor estimates that on the
effective date the funds to be distributed are approximately
$10,000 to administrative claimants. The Debtor expects to have
sufficient cash on hand to make the payments required on the
effective date. The Plan contains an injunction against any person
(corporate or natural), or its assignee, with an allowed claim
being paid under the Plan from interfering with the Debtor's
ability to perform under the Plan. This includes a prohibition
against commencing or continuing actions against corporate officers
or insiders.
All quarterly disbursement fees owed to the U.S. Trustee, accrued
prior to confirmation will be paid in full, on or before the date
of confirmation of the Debtor's Plan, by the Debtor or any
successor to the Debtor. All quarterly fees which accrue
post-confirmation will be paid in full on a timely basis by the
Debtor or any successor to the Debtor prior to the Debtor's case
being closed, converted or dismissed.
The Disclosure Statement is available at:
http://bankrupt.com/misc/mab15-12578-133.pdf
CityGolf/Boston, LLC, is a Massachusetts limited liability
corporation. Founded in 1997, CityGolf is an indoor practice
facility with, on the petition date, two locations in the heart of
downtown Boston.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 15-12578) on June 30, 2015, estimating its assets
and liabilities at up to $50,000 each. David G. Baker, Esq.,
serves as the Debtor's bankruptcy counsel.
CJ HOLDING: La Grange Buying La Grange Property for $60K
--------------------------------------------------------
CJ Holding Co., and its affiliates, ask the U.S. Bankruptcy Court
for the Southern District of Texas to authorize the private sale by
Debtor C&J Well Services, Inc. of real property located at 416
Airport Road, La Grange, Texas, to La Grange Cargo, LLC, for
$60,000.
A hearing on the Motion is set for Jan. 5, 2017 at 2:00 p.m.
The property consists of 6.82 acres of land together with a
building containing a vacant mechanic shop and some office space.
The building is vacant and has been for at least 18 months. The
Debtors are not using and do not intend to use the property. The
property is one of many properties of minimal value that the
Debtors have sold or sought to sell since the Nabors merger
transaction occurred in March 2015.
Prior to the Petition Date, the Debtors entered into the Original
Contract with the Buyer, pursuant to which the Buyer agreed to
purchase the property for $75,000. After entry into the Original
Contract, the parties agreed to reduce the purchase price for the
property to $60,000, as reflected in the Amendment.
The Debtors propose to sell to the Buyer, for $60,000 the property,
along with (i) all buildings, improvements and fixtures located
thereon, (ii) all rights, privileges and appurtenances pertaining
to the Property, including Well Services' right, title and interest
in any minerals, utilities, adjacent streets, alleys, strips, gores
and rights of way, (iii) Well Services' interest in all licenses
and permits relating to the property, (iv) Well Services' interest
in all third party warranties or guaranties, if transferable,
relating to the Property or any fixtures, and (v) all of Well
Services' personal property located on the property that is used in
connection with the property's operations ("Purchased Assets").
The Commercial Contract also purports to provide for the sale to
Buyer of certain trade names and leases relating to the property.
However, the property is vacant and abandoned, and there are no
leases or trade names to be transferred. In any event, for the
avoidance of doubt, the Order will make clear that the Debtors are
not authorized to assume or assign any executory contracts, leases
or to assign any intellectual property or trade names of any kind.
The key terms and conditions of the Commercial Contract are:
a. Seller: C&J Well Services, Inc.
b. Buyer: La Grange Cargo, LLC
c. Assets: Purchased Assets
d. Purchase Price: $60,000
e. Earnest Money Deposit: $5,000
f. Termination: The Buyer may terminate within 10 days
of the effective date of the Commercial Contract, subject to
certain conditions.
g. Sale Free and Clear of Unexpired Leases: None. The
Commercial Contract contemplates that the Debtors will transfer
their interests in any leases for the Premises. The Premises is
currently vacant and not subject to any leases.
A copy of the Commercial Contract attached to the Motion is
available for free at:
http://bankrupt.com/misc/CJ_Holding_869_Sales.pdf
In the Debtors' business judgment, the sale is in the best
interests of the Debtors and their estates. The Buyer is not
affiliated with the Debtors in any way and has proceeded in good
faith during the entirety of the Sale process. In light of the
good faith and arm's-length negotiation process, the favorable
terms of the sale, the Debtors believe that proceeding with the
Sale is in the best interest of the Debtors, their estates, and all
parties in interest.
The Debtors ask that the Court grants the relief requested and such
other relief as the Court deems appropriate.
The Purchaser can be reached:
LA GRANGE CARGO, LLC
2158 Atlanta Road
Smyma, GA 30080
Telephone: (770) 433-0112
Facsimile: (770) 438-1504
E-mail: sedens@smymatruck.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.
CUI GLOBAL: Stockholders Elect Six Directors
--------------------------------------------
At the annual meeting of shareholders for CUI Global Inc. held on
Nov. 29, 2016, the Company's shareholders: (i) elected William J.
Clough, Thomas A. Price, Matthew M. McKenzie, Sean P. Rooney, Paul
White and Corey A. Lambrecht as directors - each to a one-year
term; (ii) ratified the appointment of Perkins & Company, P.C. of
the BDO Seidman Alliance as the Company's independent registered
public accounting firm for the year ending Dec. 31, 2016; and (iii)
approved, on an advisory basis, the compensation paid to the
Company's named executive officers.
About CUI Global
Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.
CUI Global reported a net loss of $5.98 million on $86.7 million
of total revenues for the year ended Dec. 31, 2015, compared to a
net loss of $2.80 million on $76.04 million of total revenues for
the year ended Dec. 31, 2014.
As of Sept. 30, 2016, CUI Global had $84.02 million in total
assets, $31.58 million in total liabilities and $52.44 million in
total stockholders' equity.
* * *
This concludes the Troubled Company Reporter's coverage of CUI
Global, Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.
DAYA MEDICALS: Disclosure Statement Hearing Set for Dec. 14
-----------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Beach Division, issued an
order denying motion for conditional approval of the disclosure
statement filed by Daya Medicals, Inc.
In the Motion for Conditional Approval, the Debtor requests the
Court to conditionally approve the Second Amended Disclosure
Statement and enter an order amending the Order Setting
Confirmation.
The Order Setting Confirmation is vacated and the confirmation
hearing currently scheduled for Jan 18, 2017 is cancelled.
The Court will hold a hearing to consider the approval of the
Second Amended Disclosure Statement on Dec 14, 2016, at 2:00 P.M.
at the U.S. Bankruptcy Court, 1515 North Flagler Drive, 8th Floor,
Courtroom B, West Palm Beach, Florida 33401. At the Disclosure
Hearing, the Court will consider the Amended Disclosure Statement,
and any modifications or objections to it.
Secured Creditors To Get $889,698 Over 5 Yrs.
The Debtor's amended disclosure statement dated Nov. 21, 2016,
provides that Class 1 is the claim of the Debtor's biggest
investors Dana Klein and DKMC, Inc., totaling $889,698.59. Ms.
Klein and DKMC have a joint judgment against the Debtor and its
insiders. Due to being a judgment lien, all assets of the estate
are collateral. This is not an insider claim and the claim is
impaired due to the claimants losing their right to proceed with a
state court receivership.
The secured claim of Ms. Klein and DKMC will be paid in full at the
scheduled amount of $889,698.59 over a five-year period with simple
interest at the rate of 4.75% from the effective date of the Plan.
About 5% of the scheduled amount plus interest will be paid in Year
1 including an initial payment of 3.15% paid on the effective date
of the Plan, 10% of the scheduled amount plus interest will be paid
in Year 2, 20% of the scheduled amount plus interest will be paid
in Year 3, 30% of the scheduled amount plus interest will be paid
in Year 4, and 35% of the scheduled amount plus interest will be
paid in Year 5. Payments will be made quarterly with the first
payment being made on Dec. 31, 2017. Quarterly payments will be
made on Dec. 31, March 31, June 30, and Sept. 30 with the final
payment being made on Sept. 30, 2022. Ms. Klein and DKMC loses the
right to a state court receiver and all other state court remedies
so long as the Plan payments are timely paid. Once the Plan is
paid in full, Ms. Klein and DKMC will file and record a
satisfaction of judgment which extinguishes their lien by operation
of law.
Payments and distributions under the Plan will be funded by royalty
payments received from the Debtor's licensee, Daya Medicals, Inc.
(Canada). These royalty payments will be paid at a rate of 3% of
gross sales from sales of the MedPod device. The Licensee has
minimum purchase commitments for the MedPod which will produce
sufficient revenues to fund the Plan.
The Licensee has a contract for manufacturing with Jabil Circuit,
Inc., and has a group purchasing contract with a large hospital
purchasing group, Premier Healthcare Alliance, LP, that provides
for significant minimum purchases that are sufficient to fund the
Plan. The manufacturing contract between the Licensee and Jabil
and the group purchasing contract between the Licensee and Premier
will be provided to any Creditor upon request and upon execution of
a non-disclosure agreement that is sufficient to satisfy the
confidentiality concerns of Jabil and Premier.
The Licensee may also provide royalty advances to the Debtor in
order to meet the Debtor's obligations under the Plan.
The Amended Disclosure Statement is available at:
http://bankrupt.com/misc/flsb15-24931-147.pdf
As reported by the Troubled Company Reporter on June 27, 2016, the
Debtor filed with the Court an amended plan of reorganization and
explanatory disclosure statement, which proposed that general
unsecured creditors are classified in Class 2, and would receive a
distribution of 21.8% of their allowed claims.
About Daya Medicals
Daya Medicals, Inc., filed a Chapter 11 Petition (Bankr. S.D. Fla.
Case No. 15-24931) on August 18, 2015, and is represented by
Michael D. Moccia, Esq., at Law Office of Michael D. Moccia, PA,
in
Boca Raton, Florida.
Since 1996, the Debtor has been in the business of research and
development of intellectual property related to biomedical
technologies and licensing, such as intellectual property to
licenses in exchange for royalty payments.
At the Petition Date, it had $1 million to $10 million in estimated
assets and $1 million to $10 million in estimated liabilities. The
case is assigned to Judge Erik P. Kimball. The petition was signed
by Justin K. Daya, chief executive officer.
DENE BUSTICHI: Unsecureds To Be Paid $291,569 Under Plan
--------------------------------------------------------
Kyle Everett, the Chapter 11 Trustee for Dene Bustichi and Melodie
Bustichi, filed with the U.S. Bankruptcy Court for the Northern
District of California a combined disclosure statement and plan of
reorganization for the Debtors dated Nov. 21, 2016.
Class 11 General Unsecured Claims totaling $4,598,264.74 will be
paid a total of $291,569.82. Claimants in this class are impaired
and are entitled to vote on confirmation of the Plan, unless their
claims are paid in full, with interest, on the Effective Date of
the Plan.
The Plan will be funded through these sources:
a. existing cash on hand retained by the Chapter 11 Trustee
(approximately $20,000);
b. transfer of the Debtor's personal property to Bustichi &
Company, for $20,000;
c. $130,000 paid by the Debtors and their family to monetize
the Debtors' interest in 19 Sunset Terrace; and
d. following an increase of Dene Bustichi's gross salary to
$17,500 per month starting on the Effective Date, payment
to creditors of the Debtors' net disposable income, over a
period of eight years (96 months). The Chapter 11 Trustee
estimates that the net disposable income, per month, will
Be $1,471.92 for the initial 60-month term of the Plan,
And $2,797.88 per month for the final 36 months of the
Plan term. Classes 10 and 11 (small claims unsecured
creditors and general secured creditors) will receive a
total of $291,569.82 under the Plan.
Pursuant to the Plan, the Debtors, with the help of their family
and of Bustichi & Company, will monetize the value of their
fractional interest in 19 Sunset Terrace, monetize the value of the
Debtors' personal property, and make provisions to immediately pay
certain administrative claims. The Debtors will also commit eight
years of disposable income toward Plan payments.
The Disclosure Statement is available at:
http://bankrupt.com/misc/canb14-52222-264.pdf
The Plan was filed by the Chapter 11 Trustee's counsel:
Gregory A. Rougeau, Esq.
BRUNETTI ROUGEAU LLP
400 Montgomery Street, Suite 1000
San Francisco, California 94104
Tel: (415) 992-8940
Fax: (415) 992-8915
E-mail: grougeau@brlawsf.com
Dene Bustichi and Melodie Bustichi are a married couple whose
primary assets are their residence located at 13 Sunset Terrace,
Scotts Valley, California; a fractional interest in investment
property located at 19 Sunset Terrace, Scotts Valley, California;
and various personal property belongings, including vehicles,
equipment, and household items. The Debtors' primary income
derives from consulting services performed by Dene Bustichi to
Bustichi & Company, a contracting company owned by Dene Bustichi's
son, Giovanni.
The Debtors filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Calif. Case No. 14-52222).
DHARMA FOUNDATION: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Dharma Foundation, Inc.
900 S North Lake Dr
Holywood, FL 33019
Case No.: 16-26051
Chapter 11 Petition Date: December 1, 2016
Court: United States Bankruptcy Court
Southern District of Florida (Fort Lauderdale)
Judge: Hon. John K Olson
Debtor's Counsel: Eric J. Cvelbar, Esq.
ERIC J. CVELBAR
1181 NW 57 St
Miami, FL 33127
Tel: 305-490-1830
E-mail: ecvelbar@hotmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Rafael Burgos, vice president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
DOWLING COLLEGE: Taps A&G, Madison as Real Estate Advisors
----------------------------------------------------------
Dowling College seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire real estate advisors.
The Debtor proposes to hire A&G Realty Partners, LLC and Madison
Hawk Partners, LLC to assist in the sale of its real properties,
including its 25-acre campus in Oakdale and 103-acre campus in Town
of Brookhaven, New York.
The firms will receive a fee of 4% of the gross proceeds from the
sale of any of the properties.
A&G and Madison do not hold any interest adverse to the Debtor's
bankruptcy estate, and are "disinterested persons" as defined in
section 101(14) of the Bankruptcy Code.
The firms can be reached through:
Andrew Graiser
A&G Realty Partners, LLC
445 Broadhollow Road, Suite 410
Melville, NY 11747
Phone: 631-420-0044
Fax: 631-420-4499
Jeffrey L. Hubbard
Madison Hawk Partners, LLC
575 Lexington Avenue, Suite 4017
New York, NY 10022
Phone: 212-971-9720
Email: info@madisonhawk.com
About Dowling College
Dowling College sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of
$100 million to $500 million and debt of less than $100 million.
The Debtor is represented by Klestadt Winters Jureller Southard &
Stevens, LLP.
Founded in 1955 as part of Adelphi College's outreach to Suffolk
County, New York, the Debtor became the first four-year,
degree-granting liberal arts institution in the county. It
purchased the former W.K. Vanderbilt estate in Oakdale in 1962. In
1968, the Debtor severed its ties with Adelphi and was renamed
after its chief benefactor, Robert Dowling, a noted city planner
and aviator. It expanded its facilities in 1993 with the
development of the Brookhaven campus.
DOWLING COLLEGE: Taps Douglas Elliman as Real Estate Broker
-----------------------------------------------------------
Dowling College seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire a real estate broker.
The Debtor proposes to hire Douglas Elliman to assist in the sale
of 32 parcels of predominantly residential property owned by the
Debtor and scattered through the neighborhood adjacent to its
former main campus in Oakdale, New York.
The firm will be paid a commission equal to 2.5% of the purchase
price if the property is sold to an existing tenant and the firm is
the only agent involved in the transaction, and otherwise 4% of the
purchase price.
Douglas Elliman will compensate any outside broker who dealt with
the firm in representation of the purchaser in an amount equal to
50% of its commission.
Ann Conroy, president of Douglas Elliman's Long Island division,
disclosed in a court filing that her firm is "disinterested" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Ann Conroy
Douglas Elliman
110 Walt Whitman Road
Huntington, NY 11746
Phone: 631-549-7401
About Dowling College
Dowling College sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of
$100 million to $500 million and debt of less than $100 million.
The Debtor is represented by Klestadt Winters Jureller Southard &
Stevens, LLP.
Founded in 1955 as part of Adelphi College's outreach to Suffolk
County, New York, the Debtor became the first four-year,
degree-granting liberal arts institution in the county. It
purchased the former W.K. Vanderbilt estate in Oakdale in 1962. In
1968, the Debtor severed its ties with Adelphi and was renamed
after its chief benefactor, Robert Dowling, a noted city planner
and aviator. It expanded its facilities in 1993 with the
development of the Brookhaven campus.
EIGHT MILE: Plan Confirmation Hearing Scheduled for Jan. 9
----------------------------------------------------------
Judge Mark A. Randon of the U.S. Bankruptcy Court for the Eastern
District of Michigan granted preliminary approval of the amended
combined plan of reorganization and disclosure statement filed by
Eight Mile Holdings, LLC on Nov. 21, 2016.
The deadline to return ballots on the plan, as well as to file
objections to final approval of the adequacy of the information in
the disclosure statement and objections to confirmation of the plan
is Jan. 3, 2017.
The hearing on objections to final approval of the adequacy of the
information in the disclosure statement and confirmation of the
Plan will be held on Jan. 9, 2017 at 11:00 A.M.
The deadline for all professionals to file final fee applications
is 30 days after the confirmation order is entered.
About Eight Mile Holdings
Eight Mile Holdings, LLC ,sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E. D. Mich. Case No. 16-51252) on Aug. 11,
2016. The petition was signed by Joel Silverstein, member.
The case is assigned to Judge Mark A. Randon.
At the time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.
Robert Bassel, Esq., who has an office in Clinton, Michigan, serves
as the Debtor's counsel.
ELBIT IMAGING: Amendment to Unit's Restructuring Plan Okayed
------------------------------------------------------------
Elbit Imaging Ltd. disclosed that with regards to the proposed
amendments to the restructuring plan of Plaza Centers N.V., an
indirect subsidiary (45%) of the Company, the holders of Plaza's
Series A Notes, Series B Notes and Polish Notes have approved the
proposed amendments by the required majorities.
The approval of the proposed amendments will enter into force
immediately. The proposed amendments include, inter alia, the
postponement of the early prepayments term, as determined in the
restructuring plan, by up to four months, and the reduction of the
requested early prepayments term's total amount to at least NIS
382,000,000.
As part of the proposed Amendments, Plaza will pay, on March 31,
2018, one-time payment of 0.25% of Plaza's outstanding debt. In
addition, Plaza agreed with the Noteholders that in the event of
successful sale of the Casa Radio project in Bucharest, Romania,
including by way of sale of Plaza's holdings in the Project (but
excluding the injection of monies into the Project by a third
party), prior to the full repayment of the relevant Notes, and in
no event later than Dec. 31, 2019, and provided that the net
proceeds actually received by Plaza from such sale exceed Euro 45
million, Plaza will pay to the Noteholders additional one-time
payment which is derived from the net proceeds actually received by
Plaza on top of the Minimum Proceeds, which can be in a range of
between Euro 1 and approximately Euro 11 million.
Plaza further announced that in light of a technical error in the
amended deed of trust of Series B Notes in connection with the
minimum repayment amount that will result in an early redemption of
the Series B Notes, it plans to convene an additional meeting of
Series B Noteholders to amend the said amount.
About Elbit Imaging
Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
holds investments in real estate and medical companies. The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.
Elbit Imaging reported a loss of NIS 186.15 million on NIS 1.47
million of revenues for the year ended Dec. 31, 2015, compared to
profit of NIS 1 billion on NIS 461,000 of revenues for the year
ended Dec. 31, 2014. As of Dec. 31, 2015, Elbit Imaging had NIS
778.25 million in total assets, NIS 758.96 million in total
liabilities and NIS 19.28 million in shareholders' equity.
Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors. Elbit has said it has been
hanging by a thread for more than five months. It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets. In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.
Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.
In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M. The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage. Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days. Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.
ELBIT IMAGING: Cancels Agreement with Israel Land Authority
-----------------------------------------------------------
Elbit Imaging Ltd. reported the termination of an agreement with
the Israel Land Authority, pursuant to which, EI leased a plot near
Tiberius, Israel. Following the termination of the Agreement, ILA
has reimbursed to the Company a gross amount of approximately NIS
17 million with respect to development fees paid by the Company.
About Elbit Imaging
Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
holds investments in real estate and medical companies. The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.
Elbit Imaging reported a loss of NIS 186.15 million on NIS 1.47
million of revenues for the year ended Dec. 31, 2015, compared to
profit of NIS 1 billion on NIS 461,000 of revenues for the year
ended Dec. 31, 2014. As of June 30, 2016, Elbit had NIS 2.64
billion in total assets, NIS 2.42 billion in total liabilities and
NIS 220 million in shareholders' equity.
Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors. Elbit has said it has been
hanging by a thread for more than five months. It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets. In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.
Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.
In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M. The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage. Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days. Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.
EMPRESAS PLAYA: Wants to Use Triangle REO Cash Collateral
---------------------------------------------------------
Empresas Playa Joyuda, Inc., asks the U.S. Bankruptcy Court for the
District of Puerto Rico for authorization to use cash collateral.
The Debtor is indebted to secured creditor Triangle REO 2 PR Corp.
in the amount of $2,448,105. Triangle REO has a security interest
in two properties located at Miradero Ward, in the Municipality of
Cabo Rojo. It also has a lien over, among other things, all of the
Debtor's pre- and post-petition rents and revenue generated by the
real estate collateral.
The Debtor's proposed Budget projects total expenses in the amount
of $26,600 for November 2016, $35,500 for December 2016, and
$29,300 for January 2017.
The Debtor tells the Court that it needs to use cash collateral to
be able to continue operating its resort, maintain the property so
that it is functioning and in good condition, and to provide a
service of excellence to all guests.
A full-text copy of the Debtor's Motion, dated Nov. 31, 2016, is
available at
http://bankrupt.com/misc/EmpresasPlaya2015_1509594eag11_81.pdf
A full-text copy of the Debtor's proposed Budget, dated Nov. 31,
2016, is available at
http://bankrupt.com/misc/EmpresasPlaya2015_1509594eag11_81_1.pdf
Triangle REO PR 2 Corp. can be reached at:
TRIANGLE REO PR 2 CORP.
c/o Capital Crossing Puerto Rico, L.L.C.
221 Ponce De Leon Ave.
12th Floor, Suite 1204
San Juan, PR 00917
- and -
TRIANGLE REO PR 2 CORP.
c/o Capital Crossing Puerto Rico, LLC
P.O. Box 70111
San Juan, PR 00936
About Empresas Playa Joyuda
Empresas Playa Joyuda, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D.P.R. Case No. 15-09594) on Dec. 1, 2015. The petition
was signed by Cesar Perez Perichi, president and treasurer. The
Debtor is represented by Victor Gratacos Diaz, Esq., at Gratacos
Law Firm, PSC. The Debtor disclosed $939,685 in assets and $2.74
million in liabilities.
ERICKSON INCORPORATED: Hires Haynes and Boone as Attorneys
----------------------------------------------------------
Erickson Incorporated and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ Haynes and Boone, LLP as attorneys, nunc pro tunc to the
November 8, 2016 petition date.
The Debtors require Haynes and Boone to:
(a) advise the Debtors of their rights, powers, and duties as a
debtors-in-possession under the Bankruptcy Code;
(b) perform all legal services for and on behalf of the Debtors
that may be necessary or appropriate in the administration
of the Chapter 11 Cases and the Debtors' business;
(c) advise the Debtors concerning, and assist in, the
negotiation and documentation of financing agreements and
debt restructurings;
(d) review the nature and validity of agreements relating to
the Debtors' interests in real and personal property and
advising the Debtors of their corresponding rights and
obligations;
(e) advise the Debtors concerning preference, avoidance,
recovery, or other actions that it may take to collect and
to recover property for the benefit of the estates and
their creditors, whether or not arising under Chapter 5 of
the Bankruptcy Code;
(f) prepare on behalf of the Debtors all necessary and
appropriate applications, motions, pleadings, draft orders,
notices, and other documents and reviewing all financial
and other reports to be filed in the Chapter 11 Cases;
(g) advise the Debtors concerning, and prepare responses to,
applications, motions, complaints, pleadings, notices, and
other papers that may be filed and served in the Chapter 11
Cases;
(h) counsel the Debtors in connection with the formulation,
negotiation, and promulgation of a plan of reorganization
and related documents;
(i) work with and coordinate efforts among other professionals
to attempt to preclude any duplication of effort among
those professionals and to guide their efforts in the
overall framework of Debtors' reorganization;
(j) work with professionals retained by other parties-in-
interest in the Chapter 11 Cases to attempt to structure a
consensual plan of reorganization, or other resolution for
Debtors; and
(k) perform additional legal services as may be required by the
Debtors.
Haynes and Boone will be paid at these hourly rates:
Kenric Kattner, partner $950
Steven Buxbaum, partner $890
Ian Peck, partner $675
Eli Columbus, partner $650
Autumn Highsmith, partner $600
Kourtney Lyda, counsel $660
Alex Grishman, associate $620
Arsalan Muhammad, associate $520
David Staab, associate $365
Ken Rusinko, paralegal $300
Haynes and Boone will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Prior to the Petition Date, Haynes and Boone was paid $250,000 as a
retainer by the Debtors for work to be performed in connection with
preparing to file the Chapter 11 Cases. Haynes and Boone offset
$128,000.83 against the retainer prior to the Petition Date,
leaving a balance of $121,999.17 (the "Retainer").
Kenric Kattner, partner of Haynes and Boone, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
The Court will hold a hearing on the application on December 14,
2016, at 1:30 p.m.
Haynes and Boone can be reached at:
Kenric D. Kattner, Esq.
Kourtney Lyda, Esq.
HAYNES AND BOONE, LLP
1221 McKinney Street, Suite 2100
Houston, TX 77010
Tel: (713) 547-2000
Fax: (713) 547-2600
E-mail: kenric.kattner@haynesboone.com
kourtney.lyda@haynesboone.com
About Erickson
Founded in 1971, Erickson Incorporated --
http://www.ericksoninc.com/-- is a vertically-integrated
manufacturer and operator of the powerful heavy-lift Erickson S-64
Aircrane helicopter, and is a leading global provider of aviation
services.
Erickson currently possesses a diverse fleet of 69 rotary-wing and
fixed-wing aircraft that support a variety of government and civil
customers worldwide.
The Company, which employs 711 individuals, has a broad range of
aerial services consisting of three primary business segments: (i)
global defense and security, (ii) civil aviation services, and
(iii) manufacturing and maintenance, repair, and overhaul.
Jeff Roberts was appointed as president and chief executive officer
in April 2015. Erickson Incorporated, based in Portland, OR, and
its affiliates filed a Chapter 11 petition (Bankr. N.D. Tex.;
Erickson Incorporated, Case No. 16-34393; Evergreen Helicopters
International, Inc., Case No. 16-34392; EAC Acquisition
Corporation, Case No. 16-34394; Erickson Helicopters, Inc., Case
No. 16-34395; Erickson Transport, Inc., Case No. 16-34396;
Evergreen Equity, Inc., Case No. 16-34397; Evergreen Unmanned
Systems, Inc., Case No. 16-34398) on November 8, 2016. The Hon.
Barbara J. Houser presides over the case.
In its petition, the Debtor estimated $942.8 million in assets and
$881.5 million in liabilities. The petition was signed by David
Lancelot, chief financial.
The Debtors have hired Haynes and Boone, LLP as counsel; Imperial
Capital LLC, as investment banker; Alvarez & Marsal as financial
and restructuring advisor; and Kurtzman Carson Consultants as
claims and noticing agent.
ERICKSON INCORPORATED: Taps Alvarez & Marsal as Financial Advisors
------------------------------------------------------------------
Erickson Incorporated and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ Alvarez & Marsal North America, LLC as financial
advisors.
The Debtors require Alvarez & Marsal to:
(a) assist in the review and development of the Debtors' 2017
operating plan, restructuring plan, and strategic
alternatives for maximizing the enterprise value of the
Debtors' assets;
(b) assist in the review of operational disbursements
including, but not limited to, any related payments of pre-
petition claims and obligations;
(c) assist with developing and evaluating any Chapter 11 plan
of reorganization;
(d) assist in the identification of cost reduction and
operations improvement opportunities;
(e) assist the Debtors in the preparation of financial-related
disclosures required by the Court, including the Debtors'
Schedules of Assets and Liabilities, Statements of
Financial Affairs and Monthly Operating Reports;
(f) assist the Debtors with information and analyses required
pursuant to the Debtors' debtor-in-possession financing;
(g) assist with the identification and implementation of short-
term cash management procedures;
(h) provide advisory assistance in connection with the
development and implementation of key employee compensation
and other critical employee benefit programs;
(i) assist with negotiations with aircraft lessors and the
identification of executory contracts and leases and
performance of cost/benefit evaluations with respect to the
affirmation or rejection of each;
(j) assist the Debtors' management team and counsel focused on
the coordination of resources related to the ongoing
reorganization effort;
(k) assist in the preparation of financial information for
distribution to creditors and others, including, but not
limited to, cash flow projections and budgets, cash
receipts and disbursement analysis, analysis of various
asset and liability accounts, and analysis of proposed
transactions for which Court approval is sought;
(l) attend meetings and assist in discussions with potential
investors, banks, and other secured lenders, any official
committees appointed in these Chapter 11 Cases, the United
States Trustee, other parties in interest and professionals
hired by same, as requested;
(m) analyze creditor claims by type, entity, and individual
claim, including assistance with development of databases,
as necessary, to track such claims;
(n) assist in the preparation of information and analysis
necessary for the confirmation of a plan of reorganization
in these Chapter 11 Cases, including information contained
in the disclosure statement;
(o) assist in the evaluation and analysis of avoidance actions,
including fraudulent conveyances and preferential
transfers;
(p) render such other general business consulting or such other
assistance as Debtors' management or counsel may deem
necessary consistent with the role of a financial advisor
to the extent that it would not be duplicative of services
provided by other professionals in this proceeding.
Alvarez & Marsal will be paid at these hourly rates:
Managing Director $750-$950
Director $550-$750
Associate $400-$550
Analyst $350-$400
Alvarez & Marsal will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Alvarez & Marsal received $200,000 as a retainer in connection with
preparing for and conducting the filing of these Chapter 11 cases,
as described in the engagement Letter. In the 90 days prior to the
Petition Date, A&M received retainers and payments totaling
$852,570 in the aggregate for services performed for the Debtors.
Steven Varner, managing director of Alvarez & Marsal, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
The Court will hold a hearing on the application on December 14,
2016, at 1:30 p.m.
Alvarez & Marsal can be reached at:
Steven Varner
ALVAREZ & MARSAL NORTH AMERICA, LLC
2029 Century Park East Suite 2060
Los Angeles, CA 90067
Tel: (310) 975-2600
Fax: (310) 975-2601
About Erickson
Founded in 1971, Erickson Incorporated --
http://www.ericksoninc.com/-- is a vertically-integrated
manufacturer and operator of the powerful heavy-lift Erickson S-64
Aircrane helicopter, and is a leading global provider of aviation
services.
Erickson currently possesses a diverse fleet of 69 rotary-wing and
fixed-wing aircraft that support a variety of government and civil
customers worldwide.
The Company, which employs 711 individuals, has a broad range of
aerial services consisting of three primary business segments: (i)
global defense and security, (ii) civil aviation services, and
(iii) manufacturing and maintenance, repair, and overhaul.
Jeff Roberts was appointed as president and chief executive officer
in April 2015. Erickson Incorporated, based in Portland, OR, and
its affiliates filed a Chapter 11 petition (Bankr. N.D. Tex.;
Erickson Incorporated, Case No. 16-34393; Evergreen Helicopters
International, Inc., Case No. 16-34392; EAC Acquisition
Corporation, Case No. 16-34394; Erickson Helicopters, Inc., Case
No. 16-34395; Erickson Transport, Inc., Case No. 16-34396;
Evergreen Equity, Inc., Case No. 16-34397; Evergreen Unmanned
Systems, Inc., Case No. 16-34398) on November 8, 2016. The Hon.
Barbara J. Houser presides over the case.
In its petition, the Debtor estimated $942.8 million in assets and
$881.5 million in liabilities. The petition was signed by David
Lancelot, chief financial.
The Debtors have hired Haynes and Boone, LLP as counsel; Imperial
Capital LLC, as investment banker; Alvarez & Marsal as financial
and restructuring advisor; and Kurtzman Carson Consultants as
claims and noticing agent.
ERICKSON INCORPORATED: Taps Imperial Capital as Investment Banker
-----------------------------------------------------------------
Erickson Incorporated and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ Imperial Capital, LLC as investment banker, nunc pro tunc
to the November 8, 2016 petition date.
The Debtors require Imperial Capital to:
(a) assist the Company in developing, evaluating, structuring
and negotiating different financing and restructuring
alternatives including with respect to the terms and
conditions of a potential Financing, Other Capital Markets
Transactions and/or Restructuring;
(b) assist the Company in the preparation of solicitation
materials with respect to any such Financing, Other Capital
Markets Transactions and/or Restructuring that the Company
determines to pursue, any securities to be issued in
connection with such Financing or Other Capital Markets
Transactions;
(c) analyze the Company's business, operations, properties,
financial condition, competition, forecast, prospects and
management;
(d) identify and contact Purchasers to participate in the
Financing, Other Capital Markets Transactions and
furnishing them, on behalf of the Company, with copies of
Offering Materials;
(e) assist the Company in developing, evaluating, structuring
and negotiating the terms and conditions of a potential
Restructuring plan, including the value of the securities,
if any, that may be issued to certain creditors or the
equity holders under the Restructuring plan; and
(f) provide such other financial advisory services with respect
to the Company's financial issues as may from time to time
be agreed upon in writing between the Company and Imperial.
Pursuant to the Engagement Agreement, Imperial Capital is entitled
to a monthly advisory fee of $125,000 per month.
Imperial Capital is also entitled to the following potential fees:
(a) In the event that the Company pursues a Financing, a cash
fee payable out of the proceeds of financing equal to:
-- 0.5% of the face amount of any Asset Based Loan Credit
Facilities;
-- 1% of the face amount of Senior Secured Credit
Facilities; or
-- 2% of the "Last Out" portion of any Credit Facility.
(b) In the event that the Company pursues an Other Capital
Markets Transaction, a Cash Fee equal to:
-- a dealer/manager fee of 0.5% of the proceeds received #
in respect of Preferred or other Equity securities
issued in any rights offer;
-- a dealer/manager fee of 0.5% of the face amount of any
8.25% Senior Note repurchased in the open market or
Bonds tendered, amended or exchanged pursuant to any
private or public exchange or tender by the Company, as
part of a Restructuring or otherwise.
(c) A restructuring fee of $2,000,000 payable upon consummation
of a Restructuring, including either a Plan or a 363 sale.
The aggregate fees payable to Imperial Capital pursuant to a
Restructuring shall be limited to $3,000,000.
Imperial Capital will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Imperial Capital has previously received a general retainer of
$100,000 from the Debtors. Prepetition, Imperial received $187,500
in monthly advisory fees (covering approximately two and-
a-half (2.5) months from September 15, 2016 through November 30,
2016), $8,266.41 in reimbursement for expenses incurred and billed,
and $30,000 in reimbursement for expenses incurred but not billed
as of the Petition Date.
Chris Shepard, executive vice president of Imperial Capital,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
The Court will hold a hearing on the application on December 14,
2016, at 1:30 p.m.
Imperial Capital can be reached at:
Chris Shepard
IMPERIAL CAPITAL, LLC
2000 Avenue of the Stars
Los Angeles, CA 90067
Tel: (310) 246-3752
E-mail: cshepard@imperialcapital.com
About Erickson
Founded in 1971, Erickson Incorporated --
http://www.ericksoninc.com/-- is a vertically-integrated
manufacturer and operator of the powerful heavy-lift Erickson S-64
Aircrane helicopter, and is a leading global provider of aviation
services.
Erickson currently possesses a diverse fleet of 69 rotary-wing and
fixed-wing aircraft that support a variety of government and civil
customers worldwide.
The Company, which employs 711 individuals, has a broad range of
aerial services consisting of three primary business segments: (i)
global defense and security, (ii) civil aviation services, and
(iii) manufacturing and maintenance, repair, and overhaul.
Jeff Roberts was appointed as president and chief executive officer
in April 2015. Erickson Incorporated, based in Portland, OR, and
its affiliates filed a Chapter 11 petition (Bankr. N.D. Tex.;
Erickson Incorporated, Case No. 16-34393; Evergreen Helicopters
International, Inc., Case No. 16-34392; EAC Acquisition
Corporation, Case No. 16-34394; Erickson Helicopters, Inc., Case
No. 16-34395; Erickson Transport, Inc., Case No. 16-34396;
Evergreen Equity, Inc., Case No. 16-34397; Evergreen Unmanned
Systems, Inc., Case No. 16-34398) on November 8, 2016. The Hon.
Barbara J. Houser presides over the case.
In its petition, the Debtor estimated $942.8 million in assets and
$881.5 million in liabilities. The petition was signed by David
Lancelot, chief financial.
The Debtors have hired Haynes and Boone, LLP as counsel; Imperial
Capital LLC, as investment banker; Alvarez & Marsal as financial
and restructuring advisor; and Kurtzman Carson Consultants as
claims and noticing agent.
ESSENTIAL LIVING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Essential Living Foods, Inc.
21515 Hawthorne Blvd., Suite 200
Torrance, CA 90503-6501
Case No.: 16-25844
Chapter 11 Petition Date: December 1, 2016
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Robert N. Kwan
Debtor's Counsel: Elaine Nguyen, Esq.
WEINTRAUB & SELTH APC
11766 Wilshire Blvd Ste 1170
Los Angeles, CA 90025
Tel: 310-207-1494
Fax: 310-442-0660
E-mail: elaine@wsrlaw.net
- and -
James R Selth, Esq.
WEINTRAUB & SELTH APC
11766 Wilshire Blvd Ste 1170
Los Angeles, CA 90025
Tel: 310-207-1494
Fax: 310-442-0660
E-mail: jim@wsrlaw.net
- and -
Daniel J. Weintraub, Esq.
WEINTRAUB & SELTH, APC
11766 Wilshire Boulevard, Suite 1170
Los Angeles, CA 90025
Tel: (310) 207-1494
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kipp Stroden, chief executive officer.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb16-25844.pdf
EXCEL STAFFING: Wants to Use IRS, EDA Cash Collateral
-----------------------------------------------------
Excel Staffing Services, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of Virginia for authorization to use cash
collateral.
The Debtor is indebted to the Internal Revenue Service pursuant to
a certain federal tax lien in the purported amount of $84,573. The
Debtor believes that it does not owe $84,573.38 and is currently
working with the IRS to resolve amounts owed.
The United States has a lien on all property and rights to property
belonging to the Debtor for the amount of taxes owed, and
additional penalties, interest and costs.
The Debtor relates that the Economic Development Authority of the
City of Richmond, or the EDA, has a potential security interest in
the collateral. The Debtor believes that the IRS and the EDA are
the only creditors with potential liens upon the collateral.
The Debtor tells the Court that it requires the continued use of
cash collateral to permit it to pay vendors, meet its payroll,
satisfy current payment obligations to lessors and utilities,
maintain in effect its insurance policies, preserve and protect its
assets, and to generally and otherwise pay obligations critical to
continuing the operation of its business.
The Debtor's proposed 13-week Budget provides for total expenses in
the amount of:
Week 1 - Dec. 2, 2016: $16,161
Week 2 - Dec. 9, 2016: $24,636
Week 3 - Dec. 16, 2016: $23,000
Week 4 - Dec. 23, 2016: $10,000
Week 5 - Dec. 30, 2016: $23,000
Week 6 - Jan. 6, 2017: $16,463
Week 7 - Jan. 13, 2017: $23,000
Week 8 - Jan. 20, 2017: $10,000
Week 9 - Jan. 27, 2017: $23,000
Week 10 - Feb. 3, 2017: $16,463
Week 11 - Feb. 10, 2017: $23,000
Week 12 - Feb. 17, 2017: $10,000
Week 13 - Feb. 24, 2017: $23,000
The Debtor proposes to grant the IRS and the EDA with a replacement
lien on the Debtor's post-petition assets, in the same extent as
their prepetition liens.
A full-text copy of the Debtor's Motion dated Nov. 30, 2016, is
available at
http://bankrupt.com/misc/ExcelStaffing2016_1635795klp_8.pdf
Excel Staffing Services, Inc., is represented by:
Lynn L. Tavenner, Esq.
Paula S. Beran, Esq.
David N. Tabakin, Esq.
TAVENNER & BERAN, PLC
20 North 8th Street
Richmond, VA 23219
Telephone: (804) 783-8300
About Excel Staffing Services, Inc.
Excel Staffing Services, Inc., filed a chapter 11 petition (Bankr.
E.D. Va. Case No. 16-35795) on Nov. 28, 2016. The Debtor is
represented by Lynn L. Tavenner, Esq., Paula S. Beran, Esq., and
David N. Tabakin, Esq., at Tavenner & Beran, PLLC.
FERGUSON CONVALESCENT: Files Second Amended Disclosure Statement
----------------------------------------------------------------
Ferguson Convalescent Home, Inc., filed with the U.S. Bankruptcy
Court for the Eastern District of Michigan, Southern Division, on
Nov. 22, 2016, a notice disclosing that it has filed its second
amended combined plan of liquidation and disclosure statement.
Under the plan, claimants will be paid through the sale of the
Debtor's assets.
Class II consists of the Allowed Claim of the Michigan Department
of Treasury. All Sale Proceeds remaining after payment of the Bed
Taxes, Allowed Administrative Claims and any Allowed Secured Claims
with a higher priority, shall be paid to the Treasury up to the
amount of its Allowed Secured Claim.
Class III consists of the Allowed Secured Claim of Wolverine Bank.
All Sale Proceeds remaining after payment of the Bed Taxes, Allowed
Administrative Claims and any Allowed Secured Claims with a higher
priority, shall be paid to the Wolverine Bank up to the amount of
its Allowed Secured Claim.
This Plan contemplates the retention of an investment bank to
market for sale substantially all of the Debtor's assets, except
Avoidance Actions, free and clear of all liens, claims and
encumbrances under 11 U.S.C. section 363(f).
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/mieb16-30397-119.pdf
About Ferguson Convalescent
Ferguson Convalescent Home, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Mich. Case No. 16-30397) on Feb. 24, 2016.
The cases are pending before the Honorable Daniel S. Opperman. The
Debtor is represented by Martin W. Hable, Esq., in Lapeer, Mich.
The Debtor is a privately owned and licensed long-term skilled
nursing facility located at 239 S. Main St., Lapeer, Mich. It
consists of 87 licensed beds, located within a leased facility. The
Debtor currently has 54 residents and employs nearly 100 full and
part-time employees.
FINJAN HOLDINGS: Continues to Seek Relief from Unauthorized Users
-----------------------------------------------------------------
Finjan Holdings, Inc. provides the following update for two pending
litigations: Finjan, Inc. v. Blue Coat Systems, LLC, Case No.
15-cv-03295-BLF, and Finjan, Inc. v. Sophos Inc., Cast No.
3:14-cv-01197-WHO.
In the Blue Coat matter, on Nov. 22, 2016, the Honorable Beth
Labson-Freeman denied Finjan's Motion for Preliminary Injunction,
finding that although "Finjan is likely to succeed in showing that
[US Pat. No. 8,677,494 ("the '494 Patent")] is valid and infringed
[by Blue Coat]," Finjan did not overcome the additional heightened
requirements for injunctions set forth in current case law, of
irreparable harm or that the balance of hardships weighed in its
favor.
"While Finjan believes we presented sufficient evidence to support
a preliminary injunction against Blue Coat, given the high bar for
securing an injunction, we respect the Court's decision but are not
deterred," said Julie Mar-Spinola, Finjan Holding's CIPO. "Equally,
we are encouraged by Judge Freeman's analysis on the validity and
infringement of the '494 Patent by Blue Coat, which is consistent
with the recent validity finding of the '494 Patent by the jury in
the Sophos matter. Finjan will continue to pursue appropriate
relief from unlicensed users of our technology."
As such, respecting the Sophos matter, Finjan filed a Motion to
Amend the Judgment, for a Permanent Injunction, and for Pre- and
Post-Judgment Interest on Nov. 28, 2016, against Sophos (PACER,
Doc. No. 424). Sophos also filed post-judgment motions on the same
date, all of which are also publicly available on PACER, Doc. Nos.
421, 423, and 429.
Finjan has pending infringement lawsuits against FireEye, Inc.,
Symantec Corp., Palo Alto Networks, Inc., and ESET and its parent
relating to, collectively, more than 20 patents in the Finjan
portfolio. The court dockets for the foregoing cases are publicly
available on the Public Access to Court Electronic Records (PACER)
website, www.pacer.gov, which is operated by the Administrative
Office of the U.S. Courts.
About Finjan
Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats. Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.
Finjan Holdings reported a net loss of $12.6 million in 2015, a
net loss of $10.5 million in 2014 and a net loss of $6.07 million
in 2013.
As of Sept. 30, 2016, Finjan had $15.04 million in total assets,
$4.57 million in total liabilities, $13.68 million in redeemable
preferred stock and $3.22 million in stockholders' deficit.
FIRED UP: Sale of Excess Computer Equipment Approved
----------------------------------------------------
Tony M. Davis of the U.S. Bankruptcy Court for the Western District
of Texas authorized Fired Up, Inc.'s private sale of excess
computer equipment.
The sales will be free and clear of liens, claims and
encumbrances.
The Debtor is authorized to sell these items and any other similar
items by private sale as may be negotiated with one or more
purchasers:
a. POS related equipment from closed restaurants:
i. 86 iPad airs at $200 each: $17,200
ii. 118 Epson printers at $150 each: $17,700
iii. 21 Cash drawers at $50 each: $1,050
iv. Lenovo back offices at $450 each: $3,150
v. 86 lightning card swipes at $15 each:
$1,290
vi. 17 Sonicwall TZ205 at $50 each: $850
vii. 34 Aerohive AP's at $60 each: $2,040
Total estimated value: $43,280
b. Server equipment:
i. 2 Dell PowerEdge R210 estimated at $400
each: $800
ii. 2 Dell PowerEdge R710 estimated at 800
each: $1,600
iii. 1 Dell PowerEdge R410 estimated at $600:
$600
Total estimated value: $3000
c. Sound amplification equipment pulled from restaurants
worth
approximately $2000.
The values listed are estimates and will not restrict the Debtor's
ability to negotiate a higher or lower price.
The Debtor will segregate the proceeds from these sales pending
further order of the Court.
The 14-day stay of Federal Rule of Bankruptcy Procedure 6004(h) is
waived.
About Fired Up
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.
FIRED UP: TAGeX's Auction of Personal Property Approved
-------------------------------------------------------
Tony M. Davis of the U.S. Bankruptcy Court for the Western District
of Texas authorized Fired Up, Inc.'s sale of personal property
located at its closed locations at an auction to be conducted by
TAGeX, pursuant to the terms and conditions and the compensation
scheme.
A copy of the compensation scheme attached to the Order is
available for free at:
http://bankrupt.com/misc/Fired_Up_263_Order.pdf
TAGeX is authorized to conduct multiple auctions and receive
payment without further order of the Court pursuant to the
compensation scheme.
The sales will be free and clear of liens, claims and
encumbrances.
The Debtor will segregate the proceeds from these sales pending
further order of the Court.
The 14-day stay of Federal Rule of Bankruptcy Procedure 6004(h) is
waived.
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 WIVES ENTERTAINMENT: Needs Until March 21 to File Plan
------------------------------------------------------------
First Wives Entertainment Limited Liability Company asks the U.S.
Bankruptcy Court for the Southern District of New York to extend
the exclusive periods during which only the Debtor may file a plan
of reorganization and the concomitant exclusive period during which
only the Debtor may solicit acceptances to the plan, through and
including, March 21, 2017 and May 22, 2017, respectively.
The Debtor describes its management structure, where its producers
historically retained outside management and professional firms,
such that, it is not unusual for the Debtor's outside management
and professionals to control the books, records and documents on
behalf of the Debtor and to hold and administer bank accounts and
be responsible for tax compliance.
The Debtor relates that its case was commenced by an involuntary
petition filed by certain of its creditors. The Debtor further
relates that one of the Petitioning Creditors, who has possession
of substantially all the books, records and documents of the
Debtor, has refused to provide them to the Debtor.
At this point, the Debtor asserts that it has not been afforded
full access to its books, records and documents though it has made
significant efforts to secure them. Consequently, the Debtor has
been compelled to seek the Court's intervention to obtain its books
records and documents by filing a request to conduct Bankruptcy
Rule 2004 discovery on November 22, 2016. The Debtor further
asserts that without its books, records and documents the Debtor is
hampered in its efforts to reorganize.
In addition, the Debtor sought on November 16, 2016, for the
Court's approval to retain a chief restructuring professional that
will assist the Debtor in negotiating terms of an interim financing
that would enable it to meet its administrative expenses.
The Debtor requires the additional time without the threat of
competing plans to prepare and analyze adequate financial
information, and ultimately provide a reasonable plan that is in
the best interests of all creditors.
A hearing will be held on December 13, 2016 at 10:00 a.m. to
consider the Debtor's request for a 90-day extension of its
exclusivity periods. Objections are due on or before December 9,
2016.
About First Wives Entertainment
First Wives Entertainment Limited Liability Company is the holder
of the underlying rights to, and the vehicle through which First
Wives Club, the iconic movie, is being developed as a musical for
the Broadway and global stage, as well as for associated marketing
and merchandising.
On May 5, 2016, Aruba Productions LLC, Arnold Venture Fund L.P. and
Edward H. Arnold filed an involuntary petition under Chapter 7 of
the Bankruptcy Code against First Wives Entertainment Limited
Liability Company. The Chapter 7 case was converted to a voluntary
case under Chapter 11 [Bankr. S.D.N.Y. Case No. 16-11345] on August
23, 2016.
The Debtor hires Allen G. Kadish, Esq. at DiConza Traurig Kadish
LLP as legal counsel.
No official committee of unsecured creditors, trustee or examiner
has been appointed in the case as of October 24, 2016.
FOREST PARK MEDICAL: Execs Face Criminal Charges Over $40M Bribes
-----------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal Pro Bankruptcy,
reported that leaders of Dallas's Forest Park Medical Center face
criminal charges after federal prosecutors said they paid roughly
$40 million worth of bribes and kickbacks to health-care
professionals who agreed to send patients to the high-end
hospital.
According to the report, a federal grand jury indicted Forest Park
Medical executives of paying surgeons, primary-care doctors,
chiropractors and others for patient referrals. Prosecutors say
the bribes also included sporting event tickets, custom cowboy
boots, free carwashes and deals on medical office building space,
the report related, citing a newly unsealed 44-page document filed
in U.S. District Court in Dallas.
Prosecutors said the bribes brought business into Forest Park
Medical Center, enabling it to bill medical insurers and
government-administered health-care programs like Medicare for more
than $500 million between the facility's 2009 opening and 2013, the
report further cited the the indictment.
"Massive, multi-faceted schemes such as this one, built on illegal
financial relationships, drive up the cost of healthcare for
everyone and must be stopped," the WSJ said, citing U.S. Attorney
John Parker as saying in a statement.
The report said the criminal charges were filed against 21 people,
including Chief Operating Officer Alan Andrew Beauchamp and
anesthesiologist Richard Ferdinand Toussaint Jr., who led the
hospital's board of directors. Both men founded the hospital with
other investors, the report said, citing the court papers.
About Forest Park Medical Center
Forest Park Medical Center at Southlake, LLC, owns and operates a
54 private bed state-of-the-art medical facility, including 10
family suites and 6 intensive care beds, located at 421 East Texas
114 Frontage Road, Southlake, Texas, and commonly known as Forest
Park Medical Center at Southlake.
The Hospital is a licensed, full service, acute-care medical
facility with an emergency room, full service imaging and lab,
twelve operating rooms and two procedure rooms. It provides all
manner of in-patient and out-patient services and treatments,
including primarily elective scheduled out-patient surgery. The
Hospital was opened in June 2013, and since that time has
performed
over 15,000 surgeries and provided non-surgical procedures,
x-rays,
lab work, ER, and related services to numerous other patients.
Forest Park Medical Center at Southlake, LLC, filed a Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40273) on Jan.
19, 2016. Charles Nasem, the CEO, signed the petition. Judge
Russell F. Nelms has been assigned the case.
The Debtor estimated assets and liabilities in the range of $10
million to $50 million.
Haynes and Boone, LLP, serves as counsel to the Debtor.
The Troubled Company Reporter, on Sept. 6, 2016, reported that the
U.S. Bankruptcy Court for the Northern District of Texas approved
the Chapter 11 liquidating plan of Forest Park Medical Center at
Southlake, LLC.
FRANK W. KERR: Hilco Buying 3 Vehicles for $25,000
--------------------------------------------------
Frank W. Kerr Co., asks the U.S. Bankruptcy Court for the Eastern
District of Michigan to authorize the sale of 2013 Chevy Malibu,
VIN 1G11D5SR7DF205845 for $7,000; 2013 Chevy Malibu VIN
1G11D5RR0DF111604 for $7,000; and 2013 Chrysler 300C, VIN
2C3CCAKG6DH739562 for $10,500, to Hilco Fixture Finders, LLC or its
designees.
There are no liens of record recorded on the title of the vehicles,
certain of the require maintenance and repairs, and the Debtor no
longer has use for the vehicles as they have been sitting idle at
the Debtor's facility.
In the Debtor's business judgment, selling the vehicles for the
proposed sale price represents a fair and reasonable method of sale
for such assets and allows the Debtor to obtain the highest and
best price given the circumstances. The benefit of receiving
payment for these assets which are going unused outweighs the
potential benefits of retaining the vehicles, which collectively
cost the Debtor $1,433 per a month to insure.
The Debtor believes that the proposed sales of the vehicles as set
forth serves the best interests of the Debtor's estate and the
Debtor's creditors as the sales will allow the Debtor to realize
additional funds for the benefit of the estate and provide Debtor
with monthly savings associated with no longer having to insure the
vehicles. Accordingly, the sale of the vehicles should be approved
as requested.
To successfully implement the proposed sale of the vehicles, the
Debtor also seeks a waiver of the 14-day stay under Bankruptcy Rule
6004(h).
About Frank W. Kerr Co.
Frank W. Kerr Co. sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 16-51724) on Aug. 23, 2016.
McDonald Hopkins, PLC serves as the Debtor's legal counsel, and
Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting
agent. The Debtor hired Conway Mackenzie Management Services, LLC
as restructuring consultant and Jeffrey K. Tischler as chief
restructuring officer.
On Sept. 28, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee tapped
Lowenstein Sandler LLP as lead counsel; Wolfson Bolton PLLC as
local counsel; and BDO USA, LLP, as financial advisor.
FREEDOM COMMUNICATIONS: Seeks February 27 Plan Filing Extension
---------------------------------------------------------------
Freedom Communications, Inc. and its affiliated Debtors, and the
Official Committee of Unsecured Creditors ask the U.S. Bankruptcy
Court for the Central District of California to extend the
exclusive period for the Debtors and the Committee to file a joint
Chapter 11 plan from Nov. 29, 2016 to and including Feb. 27, 2017,
and the exclusive period for the Debtors and the Committee to
solicit acceptances of their joint plan from Jan. 28, 2017 to and
including April 28, 2017.
The Movants relate that since the beginning of these chapter 11
cases, the Debtors have directed their efforts toward marketing
their assets and soliciting offers for the purchase of their
assets. Consequently, the Debtors were able to close a sale with
MediaNews Group, Inc., d/b/a Digital First Media.
The Movants further relate that since the closing of the Sale, they
have focused their attention on negotiating and preparing a joint
chapter 11 plan of liquidation pursuant to which, among other
things, the proceeds of the Sale will be distributed. In order to
assist the Movants in formulating a plan, the Debtors have filed
seven omnibus objections to claims to determine an accurate amount
of estimated liabilities. Although, all of the objections have been
resolved, except one claim that is part of the seventh omnibus
objection to claims, the Debtors continue to review other claims
filed against its estates for other potential objections.
The Movants also relate that there is currently a pending motion
for an order authorizing rejection of certain unexpired leases,
filed on Nov. 22, 2016, which will eliminate the Debtors'
obligations to perform under certain unexpired leases and executory
contracts, and will prevent the accrual of any additional potential
administrative expense obligations without any benefit to the
Debtors' estates.
The Movants tell the Court that an action seeking to invalidate a
lien against the proceeds from the Sale and seeking additional
office furniture recoveries from OC Media, et al. was commenced and
remains unresolved. The Movants relate that this action is
scheduled for mediation on Dec. 20, 2016, and the Debtors are
optimistic that this matter will be settled through mediation.
In addition, the Debtors are actively pursuing the recovery of
substantial tax refunds from the State Board of Equalization, which
may include Bankruptcy Court intervention.
About Freedom Communications
Headquartered in Santa Ana, California, Freedom Communications,
Inc., owns two daily newspapers -- The Press-Enterprise in
Riverside, Calif. and The Orange County Register in Santa Ana,
Calif.
Freedom Communications and 24 of its affiliates sought Chapter 11
bankruptcy protection in California with the intention of selling
their assets to a group of local investors led by Rich Mirman,
Freedom's chief executive officer and publisher.
Headquartered in Santa Ana, California, Freedom owns two daily
newspapers -- The Press-Enterprise in Riverside, Calif. and The
Orange County Register in Santa Ana, Calif.
Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy
petitions (Bankr. C.D. Cal. Proposed Lead Case No. 15-15311) on
Nov. 1, 2015. Richard E. Mirman signed the petition as chief
executive officer. Freedom Communications Holdings estimated both
assets and liabilities in the range of $10 million to $50 million.
Lobel Weiland Golden Friedman LLP serves as the Debtors' counsel.
The Debtors employed GlassRatner Advisory & Capital Group LLC as
their financial advisor and consultant. The Debtors retained
Donlin, Recano & Company, Inc., as the noticing, claims and
balloting/solicitation agent.
The Official Committee of Unsecured Creditors is represented in the
case by Robert J. Feinstein, Esq. and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP.
FUNCTION(X) INC: Amends 74.4 Million Shares Resale Prospectus
-------------------------------------------------------------
Function(x) Inc. filed with the Securities and Exchange Commission
an amended Form S-1 registration statement relating to the offering
by Dominion Capital, LLC, L1 Capital Global Opportunities Master
Fund, Union Capital, LLC, et al., of up to 74,444,471 shares of
common stock, par value $0.001 per share. These shares include
48,888,906 shares of common stock issuable upon conversion of
convertible debentures and 25,555,565 shares of common stock
underlying warrants to purchase the Company's common stock issued
to certain of the selling stockholders in connection with a private
placement of convertible debentures and warrants completed on July
12, 2016. However, 73,256,391 of the shares being registered will
only become issuable if the conversion price of the Debentures or
the exercise price of the Warrants is adjusted to $0.10 per share.
The Company may not be required to make any such adjustment, or the
required adjustment may not be as low as $0.10. As a result, the
additional shares may never become issuable by the Company.
The Company is not selling any shares of common stock and will not
receive any proceeds from the sale of the shares under this
prospectus. Upon the exercise of the warrants for shares of the
Company's common stock by payment of cash, however, the Company
will receive the exercise price of the warrants, which is $6.528
per share.
The Company has agreed to bear all of the expenses incurred in
connection with the registration of these shares. The selling
stockholders will pay or assume brokerage commissions and similar
charges, if any, incurred for the sale of shares of its common
stock.
The Company's common stock is traded on the NASDAQ Capital Market
under the symbol "FNCX." On Nov. 30, 2016, the closing price of
the Company's common stock was $3.09 per share.
On Sept. 16, 2016, the Company effected a reverse stock split
whereby shareholders were entitled to receive one share for each 20
shares of our common stock. As a result all common stock share
amounts disclosed have been adjusted to reflect the Reverse Stock
Split.
A full-text copy of the amended prospectus is available at:
https://is.gd/oKhCEm
About Function(x)Inc.
Based in New York, FunctionX Inc (NASDAQ:FNCX) is a diversified
media and entertainment company. The Company conducts three lines
of businesses, which are digital publishing through Wetpaint.com,
Inc. (Wetpaint) and Rant, Inc. (Rant); fantasy sports gaming
through DraftDay Gaming Group, Inc. (DDGG), and digital content
distribution through Choose Digital, Inc. (Choose Digital). The
Company's segments include Wetpaint, which is a media channel
reporting original news stories and publishing information content
covering television shows, music, celebrities, entertainment news
and fashion; Choose Digital, which is a business-to-business
platform for delivering digital content; DDGG, which is a
business-to-business operator of daily fantasy sports, and Other.
The Company's digital publishing business also includes Rant, which
is a digital publisher that publishes original content in over 13
verticals, such as in sports, entertainment, pets, cars and food.
The Company incurred a net loss of $63.68 million for the year
ended June 30, 2016, compared to a net loss of $78.53 million for
the year ended June 30, 2015.
As of Sept. 30, 2016, Function(x) had $33.07 million in total
assets, $27.51 million in total liabilities and $5.55 million in
total stockholders' equity.
BDO USA, LLP, in New York, 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 at June 30, 2016, has a deficiency in
working capital that raise substantial doubt about its ability to
continue as a going concern.
GF FINANCE: Disclosures OK'd; Plan Confirmation Hearing on Jan. 4
-----------------------------------------------------------------
The Hon. Paul Sala of the U.S. Bankruptcy Court for the District of
Arizona has approved GF Finance, Inc., and Stephen T. Hansen's
amended disclosure statement in support of the Debtors' joint
amended plan of reorganization.
The hearing to consider the confirmation of the Plan is set for
Jan. 4, 2017, at 1:30 p.m.
The last day for filing and serving written objections to
confirmation of the Plan is Dec. 28, 2016. Any written
declarations in support of confirmation of the Plan, and a written
ballot report must be filed by the plan proponents on or before
Jan. 3, 2017.
The last day for returning ballots evidencing written acceptance or
rejection of the Plan is Dec. 28, 2016, at 5:00 p.m. Local Time
Phoenix, Arizona.
As reported by the Troubled Company Reporter on Nov. 21, 2016, the
Debtors filed the Amended Joint Plan, which provides that Alerus
Bank, which holds secured claims, will be paid in full with simple
interest at the rate of 4.00% per annum no later than the third
anniversary of the Effective Date.
Holders of unsecured claims will be paid in full with simple
interest at the rate of 2.25% per annum no later than the third
anniversary of the Effective Date.
Hansen will retain 100% of his equity security interests in GFF.
Hansen will not receive any distributions, dividends, or other
payments from GFF until all allowed claims against the debtors
have
been paid in full. Hansen will continue to direct and manage all
of the operations and affairs of GFF.
A full-text copy of the Amended Disclosure Statement dated
November
11, 2016, is available at:
http://bankrupt.com/misc/azb16-10282-102.pdf
About GF Finance
GF Finance, Inc., based in Phoenix, AZ, filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 16-10282) on Sept. 7, 2016. The petition
was signed by Stephen T. Hansen, as president and owner. Stephen
T. Hansen himself simultaneously filed his own Chapter 11 petition
(Case No. 16-10283). The Hon. Paul Sala presides over the cases.
Mr. Hansen is a 74-year old resident of the State of Arizona
currently residing in Scottsdale with Roberta (aka Bobbi), his
loving and devoted wife of 32 years. Hansen operated successful
equipment finance and car rental businesses in the State of North
Dakota for more than 40 years.
Debtor GFF is a privately-held North Dakota corporation 100% owned
by Hansen. GFF is in the equipment financing and leasing business
specializing in over-the-road tractors and trailers, farm
equipment, and light-duty construction equipment. GFF has not
originated any new business during the 12 months preceding its
bankruptcy case and was (and is) in the process of winding down.
Todd A. Burgess, Esq., at Gallagher & Kennedy, P.A., is the
bankruptcy counsel to the Debtors. The Debtors also tapped MCA
Financial Group Ltd. as financial advisor and Ritchie Bros.
Auctioneers and Steffes Group as equipment auctioneers.
The U.S. Trustee has appointed two members to the Official
Committee of Unsecured Creditors of GF Finance, Inc.
GLOBAL ATLANTIC: S&P Assigns 'BB' Rating on $250MM Sub. Debentures
------------------------------------------------------------------
S&P Global Ratings said that it has assigned its 'BBB-' long-term
counterparty credit rating to Global Atlantic (Fin) Co. (GAFG). The
outlook is stable. At the same time, S&P assigned its 'BB' issue
rating to the company's $250 million 9.5% fixed-to-fixed rate
subordinated debentures due 2046.
The rating on GAFG (a Delaware company) is three notches below
S&P's ratings on Global Atlantic Financial Group's (Global
Atlantic) operating companies, which is standard for U.S. insurance
holding companies since the company depends primarily on dividends
from its operating subsidiaries for its cash flow needs.
"The rating reflects Global Atlantic's diversified earnings across
annuity and life insurance new business platforms, while it
continues to execute on a block acquisition reinsurance strategy,"
said S&P Global Ratings credit analyst Elizabeth Campbell. "Global
Atlantic now operates its three business lines under a single brand
with an integrated risk and investment management and governance
structure. Our ratings continue to acknowledge the U.S. life
insurance sector's low industry and country risk."
Global Atlantic improved its capital to significantly above the
'BBB' level in 2016. As a result, S&P views its capital and
earnings and financial risk profile as moderately strong. S&P
expects Global Atlantic to produce returns on equity of more than
10% despite potential net investment income compression from
investment recycling efforts and higher debt-related interest
expense. S&P also expects financial leverage to remain below 30%
with fixed-charge coverage above 4x--both on a generally accepted
accounting principles (GAAP) basis.
"The stable outlook reflects our expectation that GAFG will
maintain its current focus on U.S. life insurance, annuity, and
life reinsurance markets," Ms. Campbell continued. "We expect it
to grow life and annuity earnings organically. We believe its
focus on institutional distribution partners positions it
comparatively well to meet new U.S. Dept. of Labor regulatory
fiduciary standards. We also expect GAFG and its subsidiaries to
maintain capital adequacy that's redundant significantly above the
'BBB' level in the next one to two years."
S&P may lower its ratings if the group's capital falls below the
'BBB' redundancy level and no longer supports the ratings. If
operating performance weakens so that S&P no longer views its
business risk profile as strong, or if there is a significant
change to the combined group's overall risk profile, S&P may also
lower its ratings.
"We may raise our ratings if the combined group boosts
capitalization to the very strong level and further develops its
competitive position through continued profitable growth in its
block acquisition business and annuity and life insurance lines,"
Ms. Campbell added.
GRAFTECH INT'L: S&P Affirms 'CCC+' CCR, Outlook Stable
------------------------------------------------------
S&P Global Ratings said it affirmed its 'CCC+' corporate credit
rating on Independence, Ohio-based GrafTech International Ltd. At
the same time, S&P revised its rating outlook on the company to
stable from negative.
S&P also affirmed its 'CCC+' issue-level rating on the company's
$300 million senior unsecured notes due 2020. The recovery rating
remains '4', indicating S&P's expectation for average (30% to 50%;
at the upper end of the range) recovery in the event of a payment
default.
"The stable outlook reflects our view that GrafTech's liquidity
will remain adequate for at least the next 12 months, helped by the
amendments to its revolving credit agreement and recent operating
results, which should provide adequate cushion for the rating,"
said S&P Global Ratings credit analyst Michael Maggi. "At the same
time, however, we continue to view the company's capital structure
to be unsustainable over the long-term given our expectations for
adjusted EBITDA to be only modestly positive in 2017, with EBITDA
interest coverage below 0.5x."
S&P could lower its ratings on GrafTech if S&P envisioned a
specific default scenario was likely over the next 12 months
without an unforeseen positive development. These scenarios
include a near-term liquidity crisis, a violation of financial
covenants, or the issuer being likely to consider a distressed
exchange offer or redemption. S&P could also take a negative
rating action if it viewed the GrafTech's liquidity to be less than
adequate, which could occur if the company experienced significant
free operating cash flow deficits, forcing it to draw materially on
its revolving credit facility.
In S&P's opinion, a positive rating action is unlikely over the
next 12 months given its expectations for the company's end
markets, graphite electrode pricing, and the overall steel
industry. However, if operating results and cash flow improve such
that adjusted debt to EBITDA decreases to notably less than 10x and
EBITDA interest coverage is above 1.25x for a sustained period --
while maintaining adequate liquidity -- S&P could consider an
upgrade.
GREAT BASIN: Has 199.8-Mil. Outstanding Common Shares as of Dec. 2
------------------------------------------------------------------
On Nov. 28 and 29, 2016, certain holders of the Series F
Convertible Preferred Stock were issued shares of Great Basin
Scientific, Inc.'s common stock pursuant to Section 3(a)(9) of the
United States Securities Act of 1933, (as amended) in connection
with the mandatory conversion of the Preferred Stock under the
terms of the Certificate of Designations for the Preferred Stock.
In connection with the mandatory conversions, the Company issued
20,400,000 shares of common stock upon the conversion of 408 shares
of Preferred Stock at a conversion price of $0.02 per share.
As previously disclosed, the Company mandatorily converted 2,098 of
the Preferred Stock into approximately 104.9 million shares of our
common stock, at a conversion price of $0.02 per share. All of
these mandatorily converted shares of Preferred Stock have now been
converted into shares of common stock.
The Company previously filed an 8-K on Nov. 25, 2016, and reported
179,483,055 shares of common stock outstanding therefore as of Dec.
2, 2016, there are 199,883,055 shares of common stock issued and
outstanding.
About Great Basin
Great Basin Scientific is a molecular diagnostic testing company
focused on the development and commercialization of its patented,
molecular diagnostic platform designed to test for infectious
disease, especially hospital-acquired infections. The Company
believes that small to medium sized hospital laboratories, those
under 400 beds, are in need of simpler and more affordable
molecular diagnostic testing methods. The Company markets a system
that combines both affordability and ease-of-use, when compared to
other commercially available molecular testing methods, which the
Company believes will accelerate the adoption of molecular testing
in small to medium sized hospitals. The Company's system includes
an analyzer, which it provides for its customers' use without
charge in the United States, and a diagnostic cartridge, which the
Company sells to its customers.
Great Basin reported a net loss of $57.9 million in 2015 following
a net loss of $21.7 million in 2014.
As of Sept. 30, 2016, Great Basin had $83.40 million in total
assets, $144.9 million in total liabilities, and a total
stockholders' deficit of $61.47 million.
Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has incurred substantial losses from operations causing
negative working capital and negative operating cash flows. These
issues raise substantial doubt about its ability to continue as a
going concern.
GREAT BASIN: Obtains Default Waivers from 2016 Note Buyers
----------------------------------------------------------
On June 29, 2016, Great Basin Scientific, Inc. entered into a
securities purchase agreement in relation to the issuance and sale
by the Company to certain buyers as set forth in the Schedule of
Buyers attached to the 2016 SPA of $75 million aggregate principal
amount of senior secured convertible notes and related Series H
common stock purchase warrants exercisable to acquire 56,250,000
shares of common stock.
On Dec. 2, 2016, the Company and certain 2016 Note Buyers holding
enough of the 2016 Notes and Series H Warrants to constitute the
required holders under Section 9(e) of the 2016 SPA and Section 19
of the 2016 Notes entered into waiver agreements to waive (i) the
breach by the Company of Section 4(n)(ii) of the SPA solely with
respect to (x) the Company's filing of an amendment to the
Registration Statement on Form S-1 (No. 333-213144 ) related to an
offering of Units, (y) the Company's filing of subsequent
amendments to the Registration Statement on Form S-1 (No.
333-213144) to complete the offering of Units and (z) the Company's
consummation of the offering of Units pursuant to the Registration
Statement on Form S-1 (No. 333-213144) no later than Feb. 28, 2017,
and (ii) the event of default arising under Section 4(a)(x) of the
2016 Notes due to the Company's failure to comply with Section
4(n)(ii) of the 2016 SPA as described in the immediately preceding
clause (i) above.
About Great Basin
Great Basin Scientific is a molecular diagnostic testing company
focused on the development and commercialization of its patented,
molecular diagnostic platform designed to test for infectious
disease, especially hospital-acquired infections. The Company
believes that small to medium sized hospital laboratories, those
under 400 beds, are in need of simpler and more affordable
molecular diagnostic testing methods. The Company markets a system
that combines both affordability and ease-of-use, when compared to
other commercially available molecular testing methods, which the
Company believes will accelerate the adoption of molecular testing
in small to medium sized hospitals. The Company's system includes
an analyzer, which it provides for its customers' use without
charge in the United States, and a diagnostic cartridge, which the
Company sells to its customers.
Great Basin reported a net loss of $57.9 million in 2015 following
a net loss of $21.7 million in 2014.
As of Sept. 30, 2016, Great Basin had $83.40 million in total
assets, $144.9 million in total liabilities, and a total
stockholders' deficit of $61.47 million.
Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has incurred substantial losses from operations causing
negative working capital and negative operating cash flows. These
issues raise substantial doubt about its ability to continue as a
going concern.
GREEN OAK: MCK 27 Buying Schenectady Property for $4 Million
------------------------------------------------------------
Green Oak Stockade View Apartments, LLC, asks the U.S. Bankruptcy
Court for the Northern District of New York to authorize the sale
of real property and the improvements and appurtenances located at
134-136 State Street, City of Schenectady, Schenectady County, New
York, outside the ordinary course of business, to MCK 27
Enterprises, LLC for $4,000,000, subject to overbid.
The Debtor is a New York limited liability company. It owns a
5-story apartment building consisting of approximately 56 units (29
– 1 bedroom; 37 – 2 bedroom) together with 2 commercial
storefronts on the first floor. The Debtor also owns an apartment
complex with 2 retail stores located on the first floor. It
defaulted on its mortgage to the National Bank of Coxsackie which
commenced a foreclosure proceeding requesting the appointment of a
receiver. Conor Brownell, Esq. was appointed receiver by the
Supreme Court, Schenectady County.
The Debtor's real estate is subject to these liens in the
approximate sums: (i) Coxsackie Bank: $3,240,390; (ii) NYS Depart.
of Labor: $5,400; (iii) NYS Dept. of Tax and Finance: $3,100; and
(iv) NYS Workers Compensation: $ 19,000. The total is $3,267,890.
The Debtor has approximately $63,324 of alleged unsecured debt as
more particularly set forth in its Petition.
Based upon the secured and unsecured claims, the allocation of the
purchase price will be approximately as follows: (i) secured debts:
$3,267,890; (ii) closing Costs (including Broker commission):
140,000; and (iii) unsecured creditors: 63,324. The expected
surplus is $528,786.
The sale by the Debtor should generate sufficient funds to pay
secured creditors as required under Bankruptcy Code Section 363(f).
To maximize the sale proceeds, the Debtor asks that the Court
conduct an open auction at the Sale Hearing on these terms and
conditions:
a. All initial competing bids must equal or exceed
$4,050,000;
b. All subsequent bids shall be in increments of $2,500;
c. Competing bid requires a good faith deposit in the
amount of $200,000 by certified or cashier's check payable to
counsel for the Debtor which will forfeited if the buyer fails to
close or to execute the Agreement.
d. All counterbids cannot be subject to any conditions
including, but not limited to, any condition based upon the
competing bidder's ability to obtain financing, except for those
conditions set forth in the Agreement; and
e. The Debtor reserves the right to: (i) impose, at or
prior to the Sale Hearing, additional term and conditions; and (ii)
extend deadlines or adjourn the Sale Hearing in open court without
further notice.
The Debtor seeks an order authorizing it to enter the Agreement
pursuant to Bankruptcy Code Sections 363(b) and (f), and 105.
Under the Agreement, the Purchaser has agreed to acquire Debtor's
real estate and related assets for $4,000,000. The Agreement is
subject to Court approval and such higher and better offers that
may be made at the hearing on the sale in an amount at least
$50,000 than the amount payable under the Agreement. The Agreement
also provides that the sale is to be free and clear of all liens,
claims, security interests and encumbrances of every kind and
nature and other interests. The Agreement was negotiated with the
Purhcaser at arm's length.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Greek_Oak_16_Sales.pdf
The Debtor has agreed to pay the Purchaser a break-up fee in the
amount of $25,000 as liquidated damages for the Purchaser's time,
expenses and lost opportunities in the event the Debtor accepts a
bona fide offer for the assets in an amount that is at least
$50,000 greater than a consideration provided for in the Agreement,
provided, however, that the Purchaser is not in default and the
Debtor consummates the alternative transaction. The Debtor
believes that a break-up fee of about 0.625% of the aggregate
purchase price is fair and reasonable especially taking into
account the significant time, effort and expense of the Purchaser
in conducting its due diligence of the business and negotiating the
definitive terms of the Agreement.
It is essential that the sale of the Debtor's assets and business
be consummated as soon as possible because the claims of the
creditors are increasing thus diminishing the amounts available to
equity. It is the Debtor's business judgment that the sale of the
real estate outside the ordinary course of business serves all the
parties in interest.
The Debtor respectfully asks that the Court enter an Order
authorizing the sale of the assets free and clear of all liens and
other interests pursuant to the terms and conditions set forth in
the Agreement, together with such other and further relief as to
the Court may seem just and proper.
The Purchaser can be reached at:
MCK 27 ENTERPRISES, LLC
P.O. Box 9174
Schenectady, NY 12309
Counsel for the Debtor:
Christian H. Dribusch, Esq.)
1001 Glaz Street
Eat Greenbush, NY 12061
Telephone: (518) 729-4331
Green Oak Stockade View Apartments, LLC sought Chapter 11
protection (Bankr. N.D. N.Y. Case No. 16-12162) on Nov. 30, 2016
GWENDOLYN JOHNSON: Unsecureds to be Paid $1K Per Month for 60 Mos
-----------------------------------------------------------------
Gwendolyn Johnson filed with the U.S. Bankruptcy Court for the
Northern District of Texas a disclosure statement and a plan of
reorganization, which propose to pay holders of Class 4 - Allowed
Unsecured Claims $1,000 per month for 60 months for a total of
$60,000.00.
The Debtor inherited a business, which was a Wings-to-Go, Inc.,
franchise commenced during the marital estate under her deceased
husband who died intestate. The Debtor never consummated an
assignment of the franchise, which precluded assignment by
operation of law by its express terms. WTG contends and Debtor
disputes that the franchise and obligations thereunder were
assigned to her by operation of law. There is also a dispute
whether any of the franchise and obligations with WTG were ever
assigned to Debtor’s purchaser, Travis Johnson and/or his sole
business entity, TJ’s Catfish and Wings, LLC (TJCW).
Class 3A consists of the Secured Claim of Chase Bank Bank, N.A. in
the principal amount of $172,026 which is secured by a first lien
on certain real estate which includes a lien on property located at
7206 Lake Tahoe Drive, Arlington, Texas 76016.
Class 4 Claims will be treated as Allowed Unsecured Claims in
amounts to be determined by the Bankruptcy Court pursuant to 11
U.S.C. section 502(b) at the Confirmation Hearing. Class 4 Allowed
General Unsecured Claims consist of all other Allowed Claims
against the Debtor not placed in any other Class including the
claims listed on Schedule F or creditors filing a proof of claim.
The treatment of the Creditors holding Allowed Class 4 General
Unsecured Claims shall occur under payments of $1,000 per month for
60 months for a total of $60,000.00. The pay-outs to the Class 4
Allowed General Unsecured Claims will be based on the respective
pro rata right to the pool based on their Allowed Claim.
The Debtor will have, in consideration of injunctive relief being
barred by WTG, $60,000 from future revenues of TJCW under the Plan
Support to fund the treatment of Class 4 -- General Unsecured
Claimants on the Effective Date.
The Debtor initiated this bankruptcy proceeding by filing a
voluntary petition for relief under Chapter 13 on June 17, 2016.
The Debtor filed the case to reorganize significant debts with the
Internal Revenue Service, along with her other creditors, and to
impose an automatic stay against WTG. The Debtor filed motion to
convert to Chapter 11 which was granted by Order dated September
23, 2016.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txnb16-42362-1-68.pdfÂ
The Debtor is represented by:
Kevin S. Wiley, Jr.
The Wiley Law Group, PLLC
325 N. St. Paul Street, Suite 2750
Dallas, TX 75201
Tel. 469-619-5721
Fax 469-619-525
Email: kwiley@mahomesbolden.com; kevinwiley@lkswjr.com
HAMPSHIRE GROUP: Wants Court Approval for Cash Collateral Use
-------------------------------------------------------------
Hampshire Group, Limited, and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware for authorization to
use cash collateral.
The Debtors tell the Court that they have an urgent and immediate
need for use of Cash Collateral. The Debtors further tell the
Court that they have not obtained postpetition financing and,
without the use of Cash Collateral, they will not be able to
continue operations, pay critical obligations, satisfy
administrative expenses, or effectuate the wind down of their
businesses in a manner that will maximize value for creditors.
The Debtors and their non-debtor affiliates Scott James, LLC and
Rio Garment, S.A., entered into a Credit Agreement with Prepetition
Agent Salus Capital Partners, LLC and the Prepetition Lenders. As
of the Petition Date, the Debtors are indebted to the Prepetition
Secured Parties in the aggregate principal amount of approximately
$7,400,000, plus accrued and unpaid interest, fees, expenses,
penalties, premiums, charges and other obligations in connection
therewith. The Prepetition Secured Debt is secured by
substantially all the Debtors' personal property.
The Debtors propose to grant the Secured Parties with continuing,
valid, binding, enforceable and perfected first priority liens and
security interests on the Prepetition Collateral. The Adequate
Protection Liens will be subordinate only to any valid,
enforceable, and non-avoidable liens and security interests in and
against the Prepetition Collateral with priority over the liens of
the Secured Parties as of the Petition Date; any priming liens in
favor of the Agent or its affiliates, for the benefit of the
Secured Parties subsequently approved by the Bankruptcy Court; and
the Carve-Out.
The Debtors further propose to make the following adequate
protection payments until the Termination Date:
(1) the reasonable and documented fees and expenses of the
Prepetition Agent's legal counsel;
(2) periodic payments of the Prepetition Secured Obligations, to
the extent set forth in the Budget; and
(3) any excess amount of cash in the Debtors’ blocked account
at Sterling National Bank in excess of $400,000.
The Debtors intend to use cash collateral until the earliest to
occur of:
(1) the end of the time period as set forth in the proposed
Budget;
(2) the failure to obtain a final order approving the Motion by
December 30, 2016;
(3) January 28, 2017;
(4) the date any Debtor makes a material disbursement not
contemplated by the Budget without having received the prior
written consent of the Agent;
(5) dismissal or conversion of the cases;
(6) entry of an order granting relief from the automatic stay
imposed by Section 362 of the Bankruptcy Code providing relief to
any entity other than the Agent in an amount greater than $75,000
with respect to the Prepetition Collateral or the Adequate
Protection Collateral without the written consent of the Agent,
which consent may be withheld in its sole discretion;
(7) appointment or election of a trustee, examiner with expanded
powers or any other representative with expanded powers to operate
Debtors’ business;
(8) the effective date of a chapter 11 plan for the Debtors;
(9) entry of an order reversing, staying, vacating or otherwise
modifying in any material respect the terms of the Interim Order;
(10) a filing by any Debtor of any motion, pleading, application
or adversary proceeding challenging the validity, enforceability,
perfection or priority of the liens securing the Prepetition
Secured Debt or asserting any other cause of action against and/or
with respect to the Prepetition Secured Debt or the Prepetition
Collateral; and
(11) the expiration of the five business day Notice Period
following the delivery of a notice of an Option Termination Event.
A full-text copy of the Debtors' Motion, dated Nov. 30, 2016, is
available at
http://bankrupt.com/misc/HampshireGroup2016_1612634lss_11.pdf
About Hampshire Group, Limited
New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a
provider of fashion apparel across a broad range of product
categories, channels of distribution and price points. As a
holding company, the Company operates through its wholly-owned
subsidiaries, Hampshire Brands, Inc. and Hampshire International,
LLC.
Hampshire Group, Limited and two affiliates -- Hampshire Brands and
Hampshire International -- sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 16-12634 to 16-12636) on Nov. 23, 2016,
to facilitate the orderly wind-down of their business operations.
Hampshire Group listed $25.9 million in assets and $41.8 million in
liabilities. Brands listed under $50 million in both assets and
debts. International listed under $50,000 in assets and under $50
million in liabilities. The petitions were signed by Paul Buxbaum,
president and chief executive officer.
Michael David Debaecke, Esq., at Blank Rome LLP, serves as counsel
to the Debtors.
HARBOR HILL: NRC Realty to Auction Resort on Feb. 14
----------------------------------------------------
Twenty-six condominiums in the Harbor Hill at Provincetown Resort
in Provincetown, Massachusetts are slated to go on the block as a
bulk offering on February 14, 2017. The resort ceased operations
on August 30, 2016, when the operating entity, Harbor Hill at
Provincetown Condominium Trust, filed for Chapter 7 bankruptcy.
Warren E. Agin was appointed as the bankruptcy Trustee, and is
seeking to the sell the property in its entirety to a single buyer,
creating a rare buying opportunity in this iconic destination at
the tip of Cape Cod. NRC Realty & Capital Advisors of MA, LLC
(NRC) has been retained to conduct the auction.
"I assessed a variety of options for creating the greatest chance
of a recovery for the interval owners," Mr. Agin explained.
"Ultimately, based on a review of the final situation by myself and
my financial advisory team, plus a survey of the owners, I
concluded the property should be sold by auction to ensure
transparency and valuation certainty."
The property sits on a 1.2-acre site and is comprised of twenty-six
one, two, and three-bedroom condominiums spread across four, two or
three-story wood frame, wood shingle buildings. The units were
originally designed for use as vacation timeshare units. Parking
for 27 cars is available on-site. Interested parties should call
NRC at 800-747-3342, extension 1624 to register to view the
property.
"This sale presents an extremely rare opportunity for investors or
re-developers to purchase a project of this type in this iconic
town," commented Evan Gladstone, NRC's Executive Managing Director.
"The Harbor Hills at Provincetown Resort is a short walk to the
vibrant Commercial Street shopping, dining, nightlife district, and
beach," he said. "The upside here is enormous."
The Sale Procedures, which have been filed with the court and are
posted online, require interested buyers to make an initial
sealed-bid offer on a form contract, to be provided by the Trustee.
Bids must be received by NRC, along with a bid deposit of
$150,000, by February 14, 2017, and the U.S. Bankruptcy Court is
expected to supervise a final auction following the bid deadline.
All bids are subject to the terms and conditions of sale outlined
in the Sale Procedures and are subject to final approval by the
bankruptcy court. Buyers and brokers can get more information by
visiting the NRC website, www.nrc.com/1624. Due diligence
information will be available for download from the NRC website. A
cooperating broker commission of 1.25% is being offered. The
complete case information is, "In re Harbor Hill at Provincetown
Condominium Trust, case no. 16-13349-JNF, U.S. Bankruptcy Court for
the District of Massachusetts, Judge Joan N. Feeney."
NRC Realty & Capital Advisors, LLC -- http://www.nrc.com/--
specializes in the accelerated sale of commercial and residential
real estate nationwide. Since its inception in 1989, NRC has sold
more than 15,000 properties through bankruptcies and receiverships
as well as for a variety of corporate clients and lenders.
HOLSTED MARKETING: Has Until Dec. 16 to File Chapter 11 Plan
------------------------------------------------------------
Judge James L. Garrity, Jr. of the U.S. Bankruptcy Court for the
Southern District of New York extended the exclusive periods within
which only Holsted Marketing, Inc. d/b/a Holsted Jewelry may file a
chapter 11 plan and solicit acceptances of such plan, through and
including December 16, 2016 and February 3, 2017, respectively.
The Troubled Company Reporter had earlier reported that the Debtor
sought for a December 5, 2016 extension of its exclusive plan
filing period and a February 3, 2017 extension of its solicitation
period.
The Debtor explained that since its chapter 11 filing, it has been
working together with its professionals to discuss its operational
performance and the terms of a chapter 11 plan with the Official
Committee of Unsecured Creditors. The Debtor further related that
the Debtor's management team has had several meetings with counsel
to the Official Committee, including a meeting in which the
Official Committee members participated.
The Debtor told the Court that it intends to have an additional
meeting with the Official Committee, with all of the Official
Committee members to further discuss a consensual plan of
reorganization, such that an extension of its exclusivity periods
will allow the Debtor to prepare adequate information for parties
in interest and to proceed with a viable Plan.
About Holsted Marketing, Inc.
Founded in 1971, Holsted Marketing is a New York-based multichannel
direct-marketing company, and has supplied fashion jewelry and
accessories to millions of customers in the United States, Canada
and the United Kingdom.
Holsted filed its second chapter 11 petition (Bankr. S.D.N.Y. Case
No. 16-11683) on June 8, 2016. The petition was signed by Roy
Rathbun, senior vice president of finance and IT. The case is
assigned to Judge James L. Garrity, Jr. The Debtor estimated
assets and liabilities at $1 million to $10 million at the time of
the filing.
The Debtor is represented by Gerard R. Luckman, Esq., atv
SilvermanAcampora, LLP. The Debtor employs Leonard Harris, CPA as
accountants.
The Office of the U.S. Trustee appointed three creditors of Holsted
Marketing, Inc., to serve on the official committee of unsecured
creditors. The Committee retains Troutman Sanders, LLP as counsel.
HOMCO REALTY: First Creditor's Meeting Set for December 13
----------------------------------------------------------
The first meeting of creditors of the Debtors will commence on Dec.
13, 2016, at 2:30 p.m. at the office of Deloitte Restructuring Inc.
located at 1190 Avenue des Canadiens-de-Montreal (La Tour
Deloitte), Suite 500, room 5-032, Montreal, Quebec, H3B 0M7. The
Debtors are:
- Homco Realty Fund (114) Limited Partnership;
- Homco Realty Fund (120) Limited Partnership;
- Homco Realty Fund (121) Limited Partnership;
- Homco Realty Fund (142) Limited Partnership;
- HII (105) Inc.;
- HII (114) Inc.;
- HII (120) Inc.;
- HII (121) Inc.; and
- HII (142) Inc.
Trustee of the Debtors is:
Deloitte Restructuring Inc.
1190 Avenue de Canadiens-de-Montreal, Suite 500
Montreal, Quebec H3B 0M7
Tel: (514) 393-7150
Fax: (514) 390-4103
ICMFG & ASSOCIATES: Plan Exclusivity Period Moved to January 27
---------------------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida extended the periods during which ICMFG
& Associates, Inc. has the exclusive right to propose and file plan
of reorganization through and including January 27, 2017, and
solicit acceptances of such plan, through and including March 27,
2017.
About ICMFG & Associates, Inc.
ICMFG & Associates, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. M.D.Fla. Case No. 16-06552) on July 29, 2016. The petition
was signed Michael Doyle, president. In its petition, the Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in liabilities.
Stichter, Riedel, Blain & Postler, PA represents the Debtor as
counsel. The Debtor employs Cheri Surface, BS, MBA as accountant.
ICMFG & ASSOCIATES: Wants Plan Filing Period Moved to January 27
----------------------------------------------------------------
ICMFG & Associates, Inc. requests the U.S. Bankruptcy Court for the
Middle District of Florida to extend the exclusive periods during
which the Debtor has the exclusive right to file a Chapter 11 plan
and to solicit acceptances, through and including January 27, 2017
and March 27, 2017, respectively.
The Debtor needs additional time to formulate the structure of its
plan because:
(a) The Debtor has been analyzing operations as well as
reviewing options with its oversea suppliers with respect to the
structure of a plan of reorganization. The Debtor is a Florida
company that sells custom high quality printed circuit boards, and
the vast majority of the Debtor's circuit board suppliers are
located in Asia.
(b) The Debtor has been preparing oral arguments, which took
place on took place on November 1, 2016 before the Second District
Court of Appeal, in relation to a judgment against the Debtor for
damages of roughly $9.5 million which was awarded in favor of The
Bare Board Group, Inc.
The Debtor contends that Bare Board's aggressive efforts to collect
on the Judgment were the primary impetus behind the its Chapter 11
filing. The Debtor remains fully confident that the Second
District Court of Appeal will reverse the Judgment, following its
oral argument.
About ICMFG & Associates, Inc.
ICMFG & Associates, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. M.D.Fla. Case No. 16-06552) on July 29, 2016. The petition
was signed Michael Doyle, president. The Debtor is represented by
Susan H Sharp, Esq. at Stichter, Riedel, Blain & Postler, PA
represents the Debtor as counsel. At the time of filing, the
Debtor estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities.
The Debtor employs Cheri Surface, BS, MBA as accountant.
INTERNATIONAL SHIPHOLDING: Seeks Feb. 27 Plan Filing Extension
--------------------------------------------------------------
International Shipholding Corporation and its affiliated Debtors
ask the U.S. Bankruptcy Court for the Southern District of New York
to extend the exclusive periods during which only the Debtors may
file a chapter 11 plan and solicit acceptances of such plan,
through and including February 27, 2017, and April 28, 2017,
respectively.
The Debtors contend that they are pursuing a two-pronged approach
in order to maximize the value of their estates: (1) execute the
Sale process for one of their four business segments, the
"Specialty Business Segment," and (2) obtain confirmation of the
Plan with a plan sponsor to reorganize the Debtors' remaining three
business segments.
In connection with the Sale, the Debtors relate that the Court
entered an order, approving the bidding procedures for the sale of
the Specialty Business Segment, and establishing bid deadline of
December 8, 2016, auction to take place on December 15, 2016, and
the hearing to approve the Sale currently set for December 20,
2016. The Debtors anticipate a competitive auction process for the
Specialty Business Segment.
With respect to the remainder of the Debtors' business segments,
the Debtors has filed the Plan and Disclosure Statement on November
14, 2016. In connection with the Plan, the Debtors have also
entered into restructuring support agreement with the Plan sponsor,
as approved by the Court on November 21, 2016.
The currently proposed Plan involves, among other things:
(a) the issuance of new equity in the reorganized Debtors in
exchange for a $10 million cash infusion and the conversion of 100%
of the Debtors' $18.1 million outstanding debtor-in-possession
financing claims;
(b) $25 million in a new senior debt exit facility, a
substantial majority of which will be used to satisfy creditor
claims under the Plan;
(c) the liquidation by the Debtors of certain vessels not
being purchased by the Plan sponsor; and
(d) assumption of certain of the Debtors' pre-petition
contracts.
However, the Debtors also anticipate a competitive process with
respect to the Plan, and efforts are ongoing with respect to these
negotiations. The hearing on the Disclosure Statement is set for
December 20, 2016, and the proposed confirmation hearing on the
Plan is February 2, 2017.
A hearing to consider the Debtor's Motion will be held on December
13, 2016 at 10:00 a.m. Objections to the Motion are due December
6.
About International Shipholding
International Shipholding Corporation filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 16-12220) on July 31, 2016. Its
affiliated Debtors also filed separate Chapter 11 petitions. The
petitions were signed by Manuel G. Estrada, vice president and
chief financial officer.
The Debtors are represented by David H. Botter, Esq., Sarah Link
Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss
Hauer & Feld LLP. The Debtors' Restructuring Advisor is Blackhill
Partners, LLC. Their Claims, Noticing & Balloting Agent is Prime
Clerk LLC.
The Debtors disclosed total assets at $305.08 million and total
debts at $226.83 million as of March 31, 2016.
William K. Harrington, the U.S. Trustee for the Southern District
of New York, on Sept. 1 appointed three creditors to serve on the
official committee of unsecured creditors of International
Shipholding Corporation. The Committee hires Pachulski Stang Ziehl
& Jones LLP as counsel, and AMA Capital Partners, LLC as financial
advisor.
IOWA FERTILIZER: Fitch New 2016 Rev. Bonds B-, on Watch Negative
----------------------------------------------------------------
Fitch Ratings has assigned a 'B-' rating to new 2016 Midwestern
Disaster Area Revenue Bonds (the 2016 bonds) and placed the rating
on Watch Negative. Fitch has maintained the Rating Watch Negative
on the outstanding 2013 revenue bonds (together, the revenue
bonds). The Iowa Finance Authority has issued a total of $1.185
billion ($1.156 billion outstanding) of revenue bonds on behalf of
Iowa Fertilizer Company LLC (IFCo).
RATING RATIONALE
The ratings reflect that a limited margin of safety remains for
repayment of the bonds, subsequent to the recent bond exchange.
Along with the new issuance and exchange, bondholders agreed to a
series of waivers and agreement amendments to resolve outstanding
obstructions to project completion. While the maturity extension
relieves near-term payment default risk on the uncompleted IFCo
project, the facility could face ramp-up issues and is vulnerable
to a volatile and potentially weak product pricing environment.
The Negative Watch reflects the potential for further negative
rating action as a result of any of the following factors: further
material completion delays, early operational performance below
expectations, or weakening in near-term product prices.
KEY RATING DRIVERS
Construction Significantly Delayed and Over Budget: The
engineering, procurement, and construction (EPC) agreement is a
fixed-price contract, fully-wrapped by an experienced contractor,
but ongoing change orders led to a substantial increase in EPC
project costs. The project fully exhausted its contingency and
issued an additional $100 million of combined senior debt and
sponsor equity in June 2015, and additional funding will be
required to complete the facility. Bondholder consent to a
settlement agreement with the EPC contractor resolves all
outstanding contractor claims and establishes a new schedule of
delay damages. Along with the consent, sponsor OCI N.V. (OCI) has
cash-funded remaining expected construction and start-up costs.
Limited Liquidity: IFCo has not yet begun generating operational
cash flow. As such, IFCo funded the mandatory June 2016 payment
with cash from the debt service reserve. Through the bond exchange
and consents, IFCo has alleviated near-term financial pressure on
forthcoming debt payments, ensuring a payment default can be
avoided through the Dec. 1, 2017, payment. When the project
achieves operation, relatively high equity distribution triggers
will support debt repayment and replenishment of reserves during
potential periods of low operating cash flow. Operating and major
maintenance reserves will help shield the project during the
operational phase.
Nitrogen Market Price Exposure: IFCo will sell its nitrogen
products to farmers, distributors, wholesalers, cooperatives, and
blenders at market prices. The project's main products have
historically exhibited considerable price volatility. Pricing has
fallen close to 10-year lows in the past quarter though there has
been some recovery very recently.
Natural Gas Price Risk: The project will procure its natural gas
feedstock via an existing pipeline at prices linked to Henry Hub.
IFCo has entered into natural gas call swaptions for the first
seven years of the project to moderate the risk of a reversal in
gas pricing trends. In addition, the project will fund a feedstock
reserve and can enter into further call swaptions to help mitigate
price risk during the non-hedged period.
Unproven Operating Profile: Non-feedstock O&M and maintenance cost
projections have increased significantly from original projections,
and the project may require several years of operations to
establish a stable cost profile. The use of commercially proven
technologies and a plant design with oversized capacity could help
mitigate operating performance risk.
Vulnerable Financial Profile: The bond exchange relieves very
near-term financial concerns while extending the ultimate revenue
bonds' maturity to 2027. Over the full debt term, Fitch's analysis
suggests that IFCo's ability to meet ongoing mandatory debt
payments is vulnerable to deterioration of operating margins. Given
the ongoing uncertainty surrounding nitrogen product prices,
Fitch's financial scenarios do not assume any improvement in
operating margins over the debt term. If the plant begins
commercial operations by February 2017 (a two-month delay from
current sponsor expectations) and operates at a production capacity
and non-feedstock cost profile in line with sponsor expectations,
as is the assumption in Fitch's base case, debt service coverage at
current product prices would average 1.45x through debt maturity.
Peer Analysis: IFCo's peer group includes merchant project
financings in which product sales are susceptible to the inherent
volatility of commodity markets. Merchant projects that have
achieved ratings in the 'BB' category have demonstrated some
combination of long-term feedstock price certainty, materially low
leverage, structural enhancements, or a proven, quasi-monopolistic
competitive advantage. Merchant projects in the 'B' rating
category or lower typically face significant technology
implementation or construction risks, are exposed to price and
volume risk, and operate in a business environment with highly
volatile margins.
RATING SENSITIVITIES
Negative: Negative rating action could be warranted due to any of
the following factors: further material construction delays, early
operational performance below expectations, or weakening in
near-term product prices.
Negative: A fundamental shift in the supply-demand balance or
global producer cost curve that results in materially lower
operating margins expected to persist over a long period.
Negative: Inability to effectively manage operating costs or
failure to reach and sustain projected capacity and utilization
rates.
Positive: Resolution of the Rating Watch and further positive
rating action is contingent on completion of the project and
commencement of operations at expected performance levels.
CREDIT UPDATE
Construction of the plant continues to trail behind schedule and
there remains the potential for further delays. In its
third-quarter 2016 (3Q16) Construction Monitoring Report,
independent engineer (IE) Nexant reported that ammonia mechanical
completion, which as recently as mid-2016 was anticipated in
September, had been pushed back to a target of November. This
would indicate the start of ammonia production in December and
downstream production in 1Q17. However, the IE expressed concern
that the risk of further weather delays is increasing as winter
approaches. The schedule is considered aggressive and requires all
activities to proceed without any unforeseen problems.
Positively, the various consents and waivers approved by
bondholders on Nov. 25 remove some outstanding obstructions to
project completion. Bondholders have consented to a settlement
agreement and amendment to EPC agreement to settle all outstanding
claims with contractor OEC, reschedule delay damages, and waive any
potential defaults that could arise from such agreements and
amendments. OCI has committed to a combination of cash-funding and
guarantees to fund remaining construction and start-up costs,
support revenue shortfalls prior to provisional acceptance of the
facility, and resolve mechanics' liens claims.
Once operational, IFCo's operating margins are dependent on
favorable market pricing for nitrogen products. The pricing of
nitrogen products is correlated to the price of feedstock, which
may be oil, coal, or natural gas depending on the region and
producer. In recent years, the substantial declines in oil and
natural gas prices have driven nitrogen prices to levels
approaching 10-year lows. These pricing trends have diverged
significantly from market consultant forecasts that formed the
basis for cash flow projections for the original financing. The
market consultant provided an updated price deck in late October
2016 with a price curve indicating that the pricing will improve
dramatically from the current environment, pending a significant
rebound in energy prices, which Fitch views as optimistic.
FINANCIAL UPDATE
IFCo's financial profile gained some relief from near-term pressure
with the completion of a bond exchange. IFCo has issued additional
pari-passu bonds (the 2016 bonds) to a portion of current
bondholders and used the proceeds to purchase a portion of the 2019
Term Bond (a series that is part of the original 2013 financing).
The exchange reduces the principal payments on the next three
sinking fund payments (December 2016, June 2017, December 2017) to
zero. The interest payments due on those three payments will be
cash-funded or guaranteed by OCI. The 2016 bonds will be repaid
with semi-annual sinking fund payments from June 2026 through
December 2027. The bond exchange significantly reduces mandatory
obligations through the December 2017 payment, providing IFCo with
additional time to begin operations.
FITCH CASES
Fitch's base and rating cases both begin with the expectation that
commercial operation will be further delayed to a start date of
February 2017 for ammonia production and March for downstream
production. These cases also utilize the same set of market
pricing assumptions. In order to appreciate the risk of uncertain
future nitrogen pricing, Fitch's cases assume that pricing remains
flat at recent low levels for the entire debt term. Meanwhile,
feedstock prices gradually rise over time (essentially at an
inflationary rate), thereby holding operating margins flat (or
declining). Under the base case, debt service coverage at current
product prices would average 1.45x through debt maturity. Coverage
is particularly strong (over 2x) in 2026 and 2027 when debt
payments are less than half of the typical annual obligation. The
majority of DSCRs range from 1.0x-1.3x from 2018-2025.
Fitch's rating case also layers on a downside scenario in which
production capacity is 2.5% lower than expectation and
non-feedstock O&M (including major maintenance) costs are 10%
higher than expected. This scenario would put increased pressure
on the financial profile and suggests that IFCo may face periods
where debt service would fall below breakeven levels and be reliant
on reserves to avoid payment default.
J. G. SOLIS: Court Allows Cash Collateral Use Until Dec. 15
-----------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas authorized J.G. Solis, Inc. to use cash
collateral on an interim basis until Dec. 15, 2016.
The Debtor was ordered to maintain its debtor-in-possession bank
account at Wells Fargo Bank, N.A.
Wells Fargo Bank and Wells Fargo Equipment Finance were granted
replacement liens and security interests in all the property of the
Debtor and its bankruptcy estate. They were also granted a
super-priority administrative expense claim, as necessary to fully
compensate Wells Fargo Bank and Wells Fargo Equipment Finance for
failure of adequate protection.
The Debtor was directed to make monthly adequate protection
payments of $10,000 to Wells Fargo Bank and $14,000 to Wells Fargo
Equipment Finance.
The Debtor was ordered to renew and maintain all insurance
currently in place on the Debtor's assets.
A hearing on the Debtor's use of cash collateral is scheduled on
Dec. 15, 2016 at 2:30 p.m.
A full-text copy of the Interim Order, dated Nov. 30, 2016, is
available at
http://bankrupt.com/misc/JGSolis2016_1670080rbk_105.pdf
About J.G. Solis, Inc.
J G Solis, Inc., filed a chapter 11 petition (Bankr. W.D. Tex. Case
No. 16-70080) on May 17, 2016. The petition was signed by Joel G.
Solis, president. The Debtor is represented by Jesse Blanco Jr.,
Esq., in San Antonio, Tex. The Debtor estimated assets and
liabilities at $0 to $50,000 at the time of the filing.
This chapter 11 proceeding is related to (but not jointly
administered with) In re all City Well Service, LP (Bankr. W.D.
Tex. Case No. 16-70079) also filed on May 17, 2016.
J.G. NASCON: Sale of Milling Machine for $190K Approved
-------------------------------------------------------
Judge Magdeline D. Coleman of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania authorized J.G. Nascon, Inc.'s
sale of 2012 Bomag BM 1200 Milling Machine (Serial No.
821836351001) to Associated Paving Contractors, Inc., for
$190,000.
The sale is free and clear of any and all liens, encumbrances,
interests and claims.
The Milling Machine will be conveyed to the Buyer "as is, where is"
without warranties and, absent agreement of the Debtor and M&T
Bank, the Closing will occur on Dec. 15, 2016.
Receipt of the purchase price from the Buyer will be a condition
precedent to the closing of the Sale. At closing the Buyer will
pay to M&T Bank, by wire in accordance with the instructions, the
greater of $175,000 or 90% of the final purchase price for the
Milling Machine ("Sale Payment") and will pay the balance of the
purchase price to the Debtor.
Notwithstanding anything to the contrary in the Motion or the
Order, the Milling Machine will remain subject to any and all liens
and encumbrances held by M&T Bank unless M&T Bank is paid the Sale
Payment at the closing of the Sale.
The Sale Payment will be applied by M&T Bank as follows: (i)
$13,750, representing 3 adequate protection payments of $4,584,
which will be applied immediately, and which will result in the
Debtor not having to make adequate protection payment in November
2016, December 2016 or January 2017; and (ii) the total amount of
the Sale Payment less $13,750,32 to reduce the amount of the
Lender's secured debt, which will be treated as a credit to the
amount that will be due to Lender under an agreed upon plan of
reorganization.
If M&T Bank receives payments from the Debtor as set forth at
closing, M&T Bank will be deemed to have consented to the sale and
the Milling Machine will be sold to Buyer free and clear of any
liens or encumbrances held by M&T Bank. Nothing will impact M&T
Bank's lien s on any assets other than the Milling Machine.
J.G. Nascon, Inc., sought Chapter 11 protection (Bankr. E.D. Pa.
Case No. 15-18704) on Dec. 4, 2015, in Philadelphia. The Debtor
tapped Albert A. Ciardi, III, Esq., and Jennifer E. Cranston,
Esq.,
at Ciardi Ciardi & Astin, P.C., as attorneys. The Debtor
estimated
$1 million to $10 million in assets and debt.
JACK COOPER: S&P Lowers CCR to 'CC', On CreditWatch Negative
------------------------------------------------------------
S&P Global Ratings said that it has lowered its corporate credit
rating on Kansas City, Mo.-based Jack Cooper Holdings Corp. to 'CC'
from 'CCC+' and placed the rating on CreditWatch with negative
implications.
At the same time, S&P lowered its issue-level rating on the
company's $180 million senior unsecured PIK toggle notes due 2019
(issued through Jack Cooper Enterprises Inc.) to 'C' from 'CCC-'
and placed the rating on CreditWatch with negative implications.
The '6' recovery rating remains unchanged, indicating S&P's
expectation for minimal recovery (0%-10%) in the event of a payment
default.
Additionally, S&P lowered its issue-level rating on the company's
$375 million senior secured notes due 2020 to 'C' from 'CCC+' and
revised the recovery rating on the notes to '5' from '4'. The '5'
recovery rating indicates S&P's expectation for modest recovery
(10%-30%; upper half of the range) in the event of a payment
default. S&P did not place its rating on the company's senior
secured notes on CreditWatch because S&P currently expects that it
will continue to meet this obligation.
"The downgrade follows Jack Cooper Enterprises' recent offer to
exchange its senior unsecured PIK toggle notes due 2019 for a
combination of cash and warrants," said S&P Global credit analyst
Michael Durand. "For each $1,000 in principal amount, the PIK
noteholders will receive $135 in cash and warrants to purchase
shares of the company's class B non-voting stock." S&P considers
this transaction to be a distressed exchange.
The CreditWatch negative placement reflects that S&P expects to
lower its corporate credit rating on Jack Cooper to 'SD' and S&P's
issue-level rating on the company's PIK notes to 'D' when the
distressed exchange is complete. S&P anticipates that it will
maintain its 'C' issue-level rating on the company's secured notes
following the exchange because Jack Cooper will continue to service
this debt as originally contracted.
JAMES CARROLL: Colonial Farm Objects to Disclosure Statement
------------------------------------------------------------
Colonial Farm Credit, ACA, filed with the U.S. Bankruptcy Court for
the Eastern District of Virginia, Norfolk Division, a limited
objection to James Brian Carroll's disclosure statement and
accompanying plan of reorganization.
Farm Credit sets to clarify factual statements and/or omissions in
the Disclosure Statement. Farm Credit raises the following issues:
(a) The Disclosure Statement sets forth Class 6 which relates to
a secured line of credit Farm Credit provided to the Debtor. The
FSA has a first priority lien only to certain pieces of Equipment.
Farm Credit has a first-priority lien on the remainder of the
Equipment. The Disclosure Statement also omits the fact that the
credit line is also secured by a properly perfected lien in all
crops grown or to be grown in 2015.
(b) The Debtor actually received $147,184 from the United States
through his participation in the 2015 ARC/PLC program. As a result,
Farm Credit expects $102,184 to be paid on its Class 6 Secured
claim from the 2015 ARC/PLC program.
(c) The Disclosure Statement implies that Farm Credit is the
holder of the Note. This as the holder of the Note is the Virginia
Resources Authority. Farm Credit is the servicer of the Note and
will receive all payments for Class 9 proposed in the Plan.
(d) The balances of the claims listed in Classes 5-8 do not
include attorneys' fees. Farm Credit is entitled to have its
attorneys' fees paid out of the Plan; and therefore, the payment of
Farm Credit’s attorneys’ fees should be included in the
Disclosure Statement and Plan.
For the reasons stated, Farm Credit asks the Court to deny approval
of the Disclosure Statement, unless and until the Disclosure
Statement is revised to include the factual clarifications and
omissions identified in its Limited Objection.
Colonial Farm Credit is represented by:
Corey S. Booker, Esq.
Vernon E. Inge, Jr., Esq.
LECLAIRRYAN
919 East Main Street, 24th Floor
Post Office Box 2499
Richmond, VA 23218-2499
Telephone: (804) 783-2003
Facsimile: (804) 783-2294
E-mail: Vernon.Inge@LeClairRyan.com
E-mail: Corey.Booker@LeClairRyan.com
-- and --
Leonard E. Starr, III, Esq.
LEONARD STARR, PC
Post Office Box 468
119 Williamsburg Road
Sandston, VA 23150
Telephone: (804) 737-5216
Facsimile: (804) 737-8185
E-mail: LStarr@Starr-Law.com
About James Brian Carroll
James Brian Carroll is a resident of Smithfield, Virginia, who has
been farming since 1990. In addition to farming, he also provides
part-time handy services to the general public and began working at
a funeral home this past year. It is anticipated that he will be a
funeral director with Little's Funeral Home & Cremation Service.
His non-filing spouse is retired and who is currently raising
cattle. The Debtor has grown his farming operations from 100 acres
to approximately 2,500 acres as of 2015. He has grown cotton,
corn, soybeans, edible soybeans and wheat. At this time, his
crops
include two different types of soybean. His income is primarily
received from his farming operations.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Va. Case No. 16-70766) on March 7, 2016.
JO-LIN HEALTH CENTER: Can File Chapter 11 Plan Until March 13
-------------------------------------------------------------
Judge Jeffery P. Hopkins of the U.S. Bankruptcy Court for the
Southern District of Ohio extended the exclusive period, within
which only Jo-Lin Health Center, Inc. may file a Disclosure
Statement and Plan of Reorganization, through and including March
13, 2017.
The Troubled Company Reporter had earlier reported that the Debtor
asked the Court to extend its exclusive period to file a plan and
disclosure statement through March 13, 2017, contending that the
Court had set the Claims Bar Date on October 24, 2016 for all
parties other than governmental units, and the deadline by which
governmental units must file a proof of claim on November 14, 2016.
The Debtor told the Court that it had begun its review of the
claims register and believes it would be aided by additional time
in which to: negotiate with creditors regarding claims which were
already of record, avoid the premature formulation of a chapter 11
plan, discern whether additional claims from governmental units may
be timely asserted, and ensure that its proposed plan takes into
full account the interest of the Debtor, its creditors, and the
estate. The Debtor believed that there exists at least the
possibility for unresolved contingencies which may affect any plan
the Debtor proposes.
About Jo-Lin Health Center, Inc.
Jo-Lin Health Center, Inc., owns and operates a 125-bed nursing
home facility. An increase in Ohio's "bed tax" caused Jo-Lin to
seek chapter 11 protection (Bankr. S.D. Ohio Case No. 16-11898) on
May 17, 2016. The bankruptcy petition was signed by Jo Linda
Heaberlin, President. The case is assigned to Judge Jeffery P.
Hopkins. The Debtor estimated both assets and liabilities in the
range of $1 million to $10 million.
The Debtor is represented by Michael B. Baker, Esq., at The Baker
Firm PLLC and Dean Langdon, Esq., at Delcotto Law Group PLLC.
JOHN SCALI SR: Jan. 10 Disclosure Statement, Plan Hearing
---------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois will conduct a combined hearing on
Jan 10, 2017 at 10:00 A.M. , to consider the approval of the
Disclosure Statement and Confirmation of the Plan filed by John M.
Scali, Sr.
The deadline for filing and serving objections to the Disclosure
Statement and confirmation of the Plan is on Jan 4, 2017.
The last day for the filing of ballots accepting or rejecting the
Plan is on Jan 4, 2017.
John M. Scali, Sr., sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 16-05072) on Feb. 17, 2016.
KHANH VAN TONG: Will Continue to Make Monthly Home Mortgage Payment
-------------------------------------------------------------------
Khanh Van Tong and Thuy Tong filed with the U.S. Bankruptcy Court
for the District of Kansas an amended disclosure statement
referring to the Debtors' plan of reorganization.
Class 4 Secured Creditor Bank of the Prairie, the home mortgage of
the Debtors, is not affected by the Plan. The Debtors will
continue to make regular monthly mortgage payments to the creditor
outside the Plan. The Debtors are current on the mortgage. Class
4 is not impaired and will not vote on the Plan.
The Plan payments will be funded by the earnings of the Debtors
from their work as nail and beauty technicians.
The Amended Disclosure Statement is available at:
http://bankrupt.com/misc/ksb16-21262-32.pdf
As reported by the Troubled Company Reporter on Oct. 4, 2016, the
Debtors filed with the Court an amended disclosure statement
describing the Debtors' plan of reorganization. Under that plan,
Class 3 General Unsecured Creditors, which consists of the general
unsecured portion of the IRS's claim, as well as a few medical
creditors, would receive an estimated 0% distribution.
Khanh Van Tong and Thuy Luu Tong were the owners and operators of a
nail salon business that had been operating for some years. They
are no longer operating this business, but now essentially work as
independent contractors.
The Debtors filed for Chapter 11 bankruptcy protection (Bankr. D.
Kan. Case No. 16-21262) on July 1, 2016. George J. Thomas, Esq.,
serves as the Debtor's bankruptcy counsel.
KRISTAL OWENS-GAYLE: Bayview Loan Tries To Block Disclosures OK
---------------------------------------------------------------
Bayview Loan Servicing, LLC -- the owner and holder of a mortgage
loan to Kristal C. Owens-Gayle on the premises known as 6564
Frankstown Avenue, Pittsburgh, Pennsylvania 15206 -- filed with the
U.S. Bankruptcy Court for the Western District of Pennsylvania an
objection to Kristal C. Owens-Gayle's amended disclosure statement
dated Oct. 10, 2016, referring to the Debtor's plan of
reorganization.
Bayview claims a lien on various rents and profits derived from the
leasing of the real property, and says that the rents and profits
constitute cash collateral.
Bayview complains that:
a. the Amended Disclosure Statement fails to provide any
adequate information or means for implementation for
Bayview to make an informed judgment about the Plan;
b. the Amended Disclosure Statement is devoid of any
financial information as to the feasibility of the
proposed Plan;
c. the Amended Disclosure Statement inconsistently proposes
to pay Bayview's mortgage. Section I.7.F. of the Amended
Disclosure Statement, proposes to pay the mortgage over 20
years, and Section IV.3. proposes to pay the mortgage over
30 years;
d. the Debtor is basing her Amended Disclosure Statement on
the speculative sale of real property, which is
insufficient to show feasibility of the Amended Plan;
e. the Debtor failed to obtain court approval to use the cash
collateral derived from rents and profits;
f. the Debtor is using the income from the Property to
support her lifestyle to the detriment of secured
Creditors; and
g. the Debtor's valuation of the Property is unsupported by
an appraisal. The Debtor proposes to cramdown Bayview's
claim without a valuation of the property. Furthermore,
the Debtor seeks to improperly modify Bayview's secured
claim on the Property without a determination as to the
value of the real property as provided by 11 U.S.C.
Section 1123 and 11 U.S.C. Section 506(a).
As reported by the Troubled Company Reporter on Oct 17, 2016, the
Debtor filed with the Court an amended disclosure statement to
accompany the amended plan dated Oct. 10, 2016. Under the Plan,
unsecured claimants will receive $250 per month, starting Oct. 1,
2016, and ending on Sept. 1, 2021. General unsecured non-tax
claims total $31,250.51, while general unsecured tax claims total
$78,990.79.
Bayview Loan is represented by:
Alexandra T. Garcia, Esq.
Ann E. Swartz, Esq.
Celine P. Derkrikorian, Esq.
McCabe, Weisberg and Conway, P.C.
123 South Broad Street, Suite 1400
Philadelphia, PA 19109
Tel: (215) 790-1010
Fax: (215) 790-1274
E-mail: ecfmail@mwc-law.com
Kristal C. Owens-Gayle is a psychologist and a real estate
investor. She filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Pa. Case No. 15-22220-GLT) and is represented by Donald R.
Calaiaro, Esq., at Calaiaro Valencik.
LEGEND OIL: Names Hillair's Neal Kaufman as Director
----------------------------------------------------
Neal Kaufman, age 48, joined Legend Oil and Gas, Ltd.'s Board of
Directors on Nov. 25, 2016.
Neal is a founding member of Hillair Capital, the Company's
majority shareholder. He has over fifteen years of operating
experience with large and small publicly traded companies and also
has significant experience supporting financing activities. Neal
opened the West Coast operations for Ardour Capital Investments,
LLC, an investment bank wholly focused on the clean technology
sector and prior to that, served as the chief executive officer of
TieTek. Neal held various senior management positions at 3Com
Corporation, and also worked for the Internet arm of NBC
Television. He began his career at McKinsey & Co., working in the
U.S., Europe and South America. Neal has an AB in economics magna
cum laude from Harvard College, a MA from Stanford University and a
MBA from Harvard Business School where he was a Baker Scholar. Mr.
Kaufman's pertinent experience, qualifications, attributes, and
skills include expertise in finance, strategy, and operations.
Neal is a director of SG Blocks, Inc.
On Nov. 29, 2016, Andrew Reckles resigned as chief executive
officer, chairman of the Board of Directors and a member of the
Board of Directors of the Company.
On Nov. 29, 2016, Warren S. Binderman, president and chief
financial officer of the Company, was appointed to the additional
role as interim chief executive officer of the Company.
On Nov. 29, 2016, Alais Griffin, an outside director of the
Company, assumed the role of interim Board Chair.
About Legend Oil
Alpharetta, Ga.-based Legend Oil and Gas, Ltd., is a crude oil
hauling and trucking company. The Company has principal operations
in the Bakken region of North Dakota. The Company's segments
include Corporate, Trucking and Services. The Company holds
interests in Black Diamond Energy Holdings, LLC (Maxxon). Maxxon
is a trucking and oil and gas services company that operates in
North Dakota. The Company performs hauling services for
institutional drilling and exploration companies, as well as crude
oil marketers.
Legend Oil reported a net loss of $14.98 million in 2015 following
a net loss of $2.35 million in 2014.
As of Sept. 30, 2016, Legend Oil had $4.75 million in total assets,
$9.27 million in total liabilities and a total stockholders'
deficit of $4.52 million.
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 Legend Oil and Gas Ltd. has
suffered recurring losses from operations and has a net working
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.
LORI ANNE DAVIS: Unsecureds To Get Paid $1,000 Over 5 Yrs.
----------------------------------------------------------
Lori Anne Davis filed with the U.S. Bankruptcy Court for the
Northern District of Texas a disclosure statement dated Nov. 16,
2016, referring to the Debtor's plan of reorganization.
Class 5 General Unsecured Claims will be paid by the Reorganized
Debtor once allowed over 60 months on a pro rata basis out of
$1,000. The payments will commence on the first day of the month
following the Effective Date and will continue on the first day of
each succeeding month thereafter until the end of the payment term.
The total of claims in this class is estimated at $417,144.63.
This class is impaired and the holder of a claim in this class is
entitled to vote to accept or reject the Plan.
Insider unsecured claims, to the extent they exist, will be paid
nothing under this Plan.
The funds necessary for the satisfaction of the creditors' claims
will be generated from Debtor's income from continued operation of
the rental properties.
The Disclosure Statement is available at:
http://bankrupt.com/misc/txnb16-32836-35.pdf
Lori Anne Davis owns multiple pieces of real estate in the DFW
Metroplex area in Texas, including several rent houses.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 16-32836) on July 19, 2016. Joyce W. Lindauer, Esq.,
at Joyce W. Lindauer Attorney, PLLC, serves as the Debtor's
bankruptcy counsel.
MARY ZIMMERMAN: Olazabals Buying McLean Property for $1.8M
----------------------------------------------------------
Mary Lou Zimmerman asks the U.S. Bankruptcy Court for the Eastern
District of Virginia to authorize the short sale of real property
located at 935 Mackall Ave., McLean, Virginia, to Joshua A.
Olazabal and Suk Olazabal for $1,778,000.
The parcel is owned by the Debtor and her husband subject to two
liens, a first deed of trust in favor of PNC Mortgage, and a second
deed of trust in favor of Specialized Loan Servicing, LLC ("SLS").
Both lenders have consented to the sale, and to accept a reduced
payoff in full satisfaction of their claims. PNC has obtained an
order granting relief from the automatic stay in the case, subject
to entry of a final order by the Court upon a notice of default
that has been filed.
As a result of arms-length negotiations with Purchaser through
Anslie Stokes Milligan, the real estate agent representing Debtor
and her husband, the Debtor has entered into the Sale Contract,
whereby she and her husband have agreed to sell the property to
Purchaser. The total purchase price for the proposed sale is
$1,778,000 with a 5% broker's fee to McEnearney Associates, the
real estate broker for the Debtor, to be shared as is customary
with the Buyer's agent. There are no remaining contingencies other
than court approval.
A copy of the Sale Contract attached to the Motion is available for
free at:
http://bankrupt.com/misc/Mary_Zimmerman_47_Sales.pdf
PNC and SLS have both approved the short sale. Both lenders,
however, have placed a deadline of Dec. 23, 2016, on its approval.
While the sale will not generate any net proceeds for the estate,
it will result in a release of Debtor and her husband from in
personam liability for the mortgages on a property that they cannot
afford to retain. The alternative is foreclosure. The property
has been on the market for many months, and even after the contract
was initially signed in March 2016, the Agent continued to seek
higher and better offers. The 2016 tax assessment is $2,165,580,
which far exceeds any offers on the property.
The Debtor asks approval of the terms and conditions of the Sale
Contract, including authority to convey the Property to Purchaser,
with the two deed of trust loans (and any adjustments for real
estate taxes) and ordinary closing costs to be paid at settlement.
The Debtor would also propose to pay McEnearney Associates, as the
real estate broker, at closing, a 5% broker's commission based on
the purchase price, $88,900, to be shared with the Purchaser's
agent.
Counsel for the Debtor:
Daniel M. Press, Esq.
CHUNG & PRESS, P.C.
6718 Whittier Avenue, Suite 200
McLean, VA 22101
Telephone: (703) 734-3800
Mary Lou Zimmerman sought Chapter 11 protection (Bankr. E.D. Va.
Case No. 16-10237) on Jan. 21, 2016.
MATHIOPOULOS 3M: Hearing on Plan Confirmation Set for Jan. 12
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California is
set to hold a hearing on January 12, at 3:00 p.m., to consider
confirmation of the Chapter 11 plan of reorganization of
Mathiopoulos 3M Family Limited Partnership.
The hearing will take place at Robert T. Matsui U.S. Courthouse,
Courtroom 33, 6th Floor, 501 "I" Street, Sacramento, California.
Under the restructuring plan, Class 5 general unsecured creditors
will be paid up to 100% of their allowed claims over a period of no
more than 60 months following the effective date of the plan with
interest at 4% per annum.
Each Class 5 creditor will receive a pro rata portion of $500 each
month. Monthly payments will begin on the 25th day of the first
month after the effective date.
Mathiopoulos estimates the total amount of Class 5 general
unsecured claims at $12,765.
The restructuring plan classifies the $32,000 general unsecured
claim of Anytime Fitness of Penryn in Class 6.
Mathiopoulos disputes the claim of Anytime Fitness, which will
receive an amount allowed by the court after adjudication of its
claim or approval of a settlement of the claim.
The company and Anytime Fitness have already signed an agreement to
resolve the claim. Under the settlement, Mathiopoulos will pay the
creditor $12,000 through rent deductions under their lease contract
for 12 consecutive months.
Meanwhile, holders of Class 7 subordinated general unsecured claims
totaling $50,000 will not receive payments until all other allowed
claims are paid.
Payments under the plan will be funded by income generated from
Mathiopoulos' real property located in Penryn, California,
according to the company's disclosure statement filed on November
9. The disclosure statement is available for free at:
http://bankrupt.com/misc/Mathiopoulos3MFamily_DS09112016.pdf
About Mathiopoulis 3M
Mathioupoulos 3M Family Limited Partnership filed a Chapter 11
petition (Bankr. E.D. Ca. Case No. 16-20852) on Feb. 16, 2016. The
petition was signed by Diane M. Mathiopoulos, authorized
representative. The Debtor is represented by J. Luke Hendrix,
Esq., at Desmond, Nolan, Livaich & Cunningham. The case is assigned
to Judge Ronald H. Sargis. The Debtor disclosed total assets at
$5.36 million and total liabilities at $3.04 million.
MAX EXPRESS: Plan Filing Deadline Extended Through Jan. 31
----------------------------------------------------------
Judge Deborah J. Saltzman of the U.S. Bankruptcy Court for the
Central District of California, extended the exclusive period
within which only Max Express, Inc. may file a Chapter 11 Plan of
Reorganization and Disclosure Statement, from the current deadline
of Oct. 31, 2016 to Jan. 31, 2017, and extended the deadline to
file a Plan and Disclosure Statement through Jan. 31, 2017.
The Troubled Company Reporter reported that the Debtor and the
Official Committee of Unsecured Creditors asked the Court to extend
the deadline to file a Chapter 11 Plan of reorganization and
disclosure statement, telling the Court that they needed enough
time to:
(1) allow the Debtor to establish a history of financial
performance after its change in business model from independent
contractor truck drivers to hourly employee truck drivers and
utilize the new model to assess profitability and provide
projections supporting feasibility of any proposed plan;
(2) allow the Debtor to resolve the objections it has to the
filed claims; and
(3) allow the port operations to stabilize due to Hanjin
Shipping's bankruptcy and the problems created by it, specifically,
the trucking companies working from the combined Los Angeles/Long
Beach Port, have experienced set-backs in their ability to
operate.
About Max Express, Inc.
Max Express, Inc., is a trucking company located in Carson,
California that provides trucking services throughout the western
United States. It has approximately 30 trucks and 37 employees,
including the truck drivers and principals of the Debtor. The
Debtor currently rents real property located at 22420 S. Alameda 10
Street, Carson, CA 90810, for the premises used as its place of
business.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 16-14868) on April 15, 2016. The
petition was signed by Richard Mo, secretary. The case is assigned
to Judge Deborah J. Saltzman. The Debtor estimated both assets and
liabilities in the range of $1 million to $10 million.
The Office of the U.S. Trustee on June 10, 2016, appointed three
creditors of Max Express, Inc., to serve on the official committee
of unsecured creditors. The Committee retained Levene, Neale,
Bender Yoo & Brill as its counsel.
MBIA INSURANCE: Moody's Affirms Caa1 Financial Strength Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the insurance financial
strength (IFS) rating of MBIA Insurance Corporation (MBIA Corp.) at
Caa1, and changed the outlook to developing from negative. MBIA
Corp., which is in run-off, is a wholly owned subsidiary of MBIA
Inc. (senior debt at Ba1/negative). The rating action follows an
anticipated improvement in the liquidity position of MBIA Corp.,
largely as a result of a financing facility to be provided by
certain holders of MBIA Corp.'s outstanding surplus notes and MBIA
Inc.
Given the de-linkage of MBIA Corp. from the rest of the MBIA
entities (discussed below), the rating action on MBIA Corp. has no
impact on the ratings of its parent, MBIA Inc., National Public
Finance Guarantee Corporation (National - IFS rating A3/negative),
its sister company which writes financial guaranty insurance in the
US public finance market, or MBIA UK Insurance Limited (MBIA UK -
IFS rating Ba2/review for upgrade), its UK-based subsidiary.
MBIA Mexico, S.A. de C.V. (MBIA Mexico) was not part of the rating
action. MBIA Mexico's IFS rating is currently Caa1/negative.
The rating action also has implications for the various
transactions wrapped by MBIA Corp. as discussed later in this press
release.
RATINGS RATIONALE
Moody's stated that affirmation of MBIA Corp.'s Caa1 IFS rating,
and the outlook change to developing, from negative, reflects the
increasing likelihood that MBIA Corp. will be able to fully meet
its payment obligations related to an anticipated claim in January
2017 on approximately $770 million of Zohar II 2005-1 Limited notes
that it insures.
On Nov. 28, 2016, MBIA Corp. announced that it had accepted a
binding commitment letter (subject to certain conditions) from
certain holders of its outstanding surplus notes to provide senior
financing of up to $325 million and from its parent, MBIA Inc., to
provide subordinated financing of $38 million. The funds will be
used to pay an anticipated claim on its insurance policy insuring
certain notes issued by Zohar II, which mature on Jan. 20, 2017. In
addition to the financing facility, MBIA Inc. has agreed to provide
MBIA Corp. up to an additional $50 million of subordinated
financing, if needed, to provide additional liquidity to the
company.
Moody's notes that the proceeds from this financing facility,
combined with MBIA Corp.'s existing cash on hand and approximately
$347 million principal amount of Zohar II notes to be received from
Assured Guaranty Corp. (AGC) in connection with the pending sale of
MBIA UK to AGC, if executed successfully, will allow MBIA Corp. to
fully satisfy its claims payment obligations related to a default
of Zohar II.
Moody's notes that MBIA Corp. must receive various regulatory
approvals and meet specific closing conditions on both the pending
sale of MBIA UK to AGC and the establishment of the financing
facility prior to Jan. 20, 2017, for MBIA Corp. to close its
liquidity gap. The inability of MBIA Corp. to close these
transactions in a timely manner, for any reason, would likely
result in regulatory intervention, which could result in a claims
payment freeze, partial claims payments, or rehabilitation
proceedings. To the extent this scenario occurs, the IFS rating of
MBIA Corp. could be downgraded.
According to Moody's, there also remains significant uncertainty
with respect to the market value of the collateral backing the
Zohar transactions and the related recovery that MBIA Corp. can
expect on the insured bonds, which could adversely impact the
firm's capital adequacy. Moreover, Moody's believes MBIA Corp.'s
liquidity position is likely to remain strained until a settlement
is reached on certain RMBS put-back claims, which are currently in
litigation. A settlement or legal judgment related to such claims
on terms favorable to MBIA Corp. remains uncertain.
Moody's added that the ratings of MBIA Corp.'s preferred stock (C
(hyb)) and surplus notes (Ca (hyb)) reflect their high expected
loss content given the company's weak capital profile and the
deeply subordinated nature of these securities.
According to Moody's, credit deterioration at MBIA Corp. has only a
limited impact on the broader MBIA group given the substantial
delinking following the removal of the cross-default provision with
MBIA Inc.'s debt in 2012, and MBIA Corp.'s repayment of a loan from
affiliate National. However, MBIA Corp.'s very weak credit profile
could still adversely impact MBIA Inc., and to a lesser extent,
National, through reputational damage caused by their affiliation
with MBIA Corp.
RATING DRIVERS
The following factors could lead to a stabilization of the rating
or an upgrade: 1) Significant improvement in capital adequacy and
liquidity profile; 2) reduction in MBIA Corp.'s exposure to large
single risks, including the Zohar II CLO notes; and 3) favorable
settlement of outstanding RMBS put-back claims. Conversely, the
following would place downward pressure on the rating: 1) Inability
to complete announced liquidity raising initiatives (sale of MBIA
UK and financing facility); 2) unfavorable settlement of
outstanding RMBS put-back claims; 3) portfolio losses meaningfully
in excess of current expectations; 4) meaningful reduction in
expected excess-spread recoveries on second-lien RMBS; and 5)
further deterioration in the company's liquidity profile.
These ratings have been affirmed:
MBIA Insurance Corporation -- insurance financial strength at
Caa1, surplus notes at Ca(hyb), pref. stock non-cumulative at
C(hyb), preferred stock at C(hyb).
Outlook actions:
MBIA Insurance Corporation -- outlook changed to developing from
Negative
TREATMENT OF WRAPPED TRANSACTIONS
Moody's ratings on securities that are guaranteed or "wrapped" by a
financial guarantor are generally maintained at a level equal to
the higher of the following: a) the rating of the guarantor (if
rated at the investment grade level); or b) the published
underlying rating (and for structured securities, the published or
unpublished underlying rating). Moody's approach to rating wrapped
transactions is outlined in Moody's methodology "Rating
Transactions Based on the Credit Substitution Approach: Letter of
Credit-backed, Insured and Guaranteed Debts" (December 2015).
MBIA Insurance Corporation and National Public Finance Guarantee
Corporation are financial guaranty insurance companies domiciled in
New York State and are wholly owned subsidiaries of MBIA Inc.
[NYSE:MBI]. As of Sept. 30, 2016, MBIA Inc. had consolidated net
par outstanding of approximately $153 billion and qualified
statutory capital at its subsidiaries of approximately of
$4.2 billion.
The principal methodology used in these ratings was Financial
Guarantors published in April 2016.
MEMORIAL PRODUCTION: Enters Into Forbearance Agreement
------------------------------------------------------
Memorial Production Partners LP on Dec. 1, 2016, disclosed that it
has entered into a forbearance agreement with certain noteholders
that hold 51.7% of the Partnership's 7.625% senior notes due 2021
(the "2021 notes") and hold 69% of the Partnership's 6.875% senior
notes due 2022 (collectively, the "noteholders"), under which the
noteholders have agreed to forbear from exercising any and all
remedies available to them as a result of MEMP's previously
announced election to not make an interest payment of approximately
$24.6 million due on the 2021 notes. The Forbearance Agreement
extends through Dec. 7, 2016. In addition, MEMP reached an
agreement with the lenders under its revolving credit facility to
extend through Dec. 16, 2016, the waiver that was previously
granted in connection with MEMP's election not to make the interest
payment on the 2021 notes as noted above (the "Extended Waiver").
As previously announced MEMP is engaged in ongoing discussions with
its lenders and a steering committee of its noteholders regarding
potential strategic alternatives to strengthen its balance sheet
and improve its capital structure. The Forbearance Agreement and
Extended Waiver will allow the parties to continue this dialogue
and work towards a comprehensive solution that substantially
improves MEMP's balance sheet.
Operations are continuing as normal across MEMP's asset base.
Perella Weinberg Partners L.P. is serving as financial advisor to
MEMP and Weil, Gotshal & Manges LLP is serving as its legal
counsel.
About Memorial Production Partners LP
Memorial Production Partners LP -- http://www.memorialpp.com/-- is
a publicly traded partnership engaged in the acquisition,
production and development of oil and natural gas properties in the
United States. MEMP's properties consist of mature, legacy oil and
natural gas fields. MEMP is headquartered in Houston, Texas.
* * *
The TCR reported on Nov. 7, 2016, that Moody's Investors Service
downgraded Memorial Production Partners LP's (MEMP) Corporate
Family Rating (CFR) to Ca from Caa2 and Probability of Default
Rating (PDR) to Ca-PD from Caa2-PD. This action follows MEMP's
non-payment of interest on its 7.625% senior notes due 2021.
On Nov. 7, 2016, the TCR reported that S&P Global Ratings lowered
its long-term corporate credit rating on Texas-based exploration
and production partnership Memorial Production Partners L.P. to
'CC' from 'CCC-'. The outlook is negative.
MISTER CAR WASH: S&P Lowers CCR to 'B-' Following Dividend Payment
------------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Tucson,
Ariz.-based Mister Car Wash Holdings Inc. to 'B-' from 'B'. The
outlook is stable.
S&P also lowered its issue-level ratings on the company's senior
secured credit facility to 'B-' from 'B'. The recovery rating
remains unchanged at '3', indicating lenders could expect
meaningful recovery in the event of a payment default, at the low
end of the 50% to 70% range.
With the proposed transaction, the company's capital structure will
consist of a $470 million senior secured credit facility and $155
million senior unsecured notes. The senior secured credit facility
consists of a $50 million revolving credit facility maturing in
2019 and a $420 million first-lien term loan maturing in 2021. The
term loan includes a $40 million delayed draw facility that the
company plans to use to fund acquisitions, which S&P expects to
occur in 2017. S&P do not rate the senior unsecured notes due
2024.
"We based the downgrade of Mister Car Wash on deteriorating credit
metrics, such that leverage will meaningfully increase to the
mid-8x area for 2016 from our previous expectations in the low- to
mid-6x area," said credit analyst Adam Melvin. "We also based the
rating action on lower free operating cash flow because of higher
interest expense, which the company has used in the past to fund
acquisitions. Still, despite the higher interest expense, we
expect the company to generate healthy free cash flow levels."
S&P expects the company will continue to grow revenue and EBITDA
through acquisitions, same-store sales, and cost management from
unit expansion. The company's credit metrics are expected to
modestly improve, and S&P expects Mister Car Wash to continue
generating moderately positive free cash flows and maintain
adequate liquidity as it continues to moderately improve metrics
with its accretive acquisitions.
S&P could consider a lower rating if operating performance
significantly deteriorates and credit measures weaken such that
debt to EBITDA continues to increase, EBITDA interest coverage
approaches 1.5x, and/or if liquidity becomes constrained. In this
scenario, integration risk coupled with an unfavorable turn in
industry trends result in comparable-store sales decline in the
mid- to high-single-digit percent range, causing roughly flat
revenues and EBITDA margins decline by more than 300 bps.
An upgrade is unlikely over the near term given the company's
highly leveraged capital structure and S&P's expectation that debt
leverage will remain above 7x over the next two years. Longer
term, absent a committed shift in financial policy, S&P assumes
that future strong operating momentum with good absolute EBITDA
growth would result in another leveraged dividend.
ML HOSPITALITY: Unsecureds to Get 10% Over 3 Years, at 1% Per Annum
-------------------------------------------------------------------
ML Hospitality, Inc., filed with the U.S. Bankruptcy Court for the
Western District of Texas a disclosure statement and accompanying
plan of reorganization, a full-text copy of which is available at
http://bankrupt.com/misc/txwb16-51282-58.pdf
Class 1 claim, Unimpaired under the Plan, consists of the secured
claims of Axis Capital, Inc. This is a secured claim for
furniture/equipment that was restructured in the Debtor's prior
Chapter 11 bankruptcy case. The Debtor is current on its monthly
payments to Axis in the amount of $368, which run through late
2017.
The Class 2 claims, Unimpaired under the Plan, consists of the
secured claim of Financial Pacific Leasing. This claim was treated
under the Debtor's prior Chapter 11 case and the Debtor is current
on its monthly payments to Financial Pacific in the amount of $92,
which the Debtor will continue to pay until the allowed secured
claim of Financial Pacific has been paid in full.
The Class 3 claim, Unimpaired under the Plan, consists of the
secured claim Propel Financial Services. This claim was treated
under the terms of the Debtor's prior Chapter 11 Plan of
Reorganization and the Debtor is current on its Plan payments to
Propel under the prior case, which is not further
modified herein.
The Class 4 claim, Unimpaired under the Plan, consists of the
priority claims of the Comptroller of Public Accounts. On Oct. 10,
2016, the Comptroller of Public Accounts filed its priority Proof
of Claim in the total amount of $26,812 for hotel occupancy tax for
the months of March - May, 2016. The Debtor will pay the Class 2
priority claims through monthly installments of principal and
interest (5%) over a 4-year term. The projected monthly payments
are in the amount of $617, and begin on the first day of the month
following the Effective Date of the Plan.
The Class 8 claims, Impaired under the Plan, consist of the claims
of unsecured creditors which existed prior to confirmation. The
amount of unsecured claims consist of the claims scheduled on the
Debtors' Schedules (Schedule F) filed with the Court, and as
amended, and are in the projected allowed amount of $92,230
(approximate). The Class 8 creditors are to be paid 10% of their
allowed claims through equal semi-annual installments over 3 years.
The semi-annual payments to Class 8 creditors are to be made on a
pro-rata basis with after-tax dollars. The first 6 month period
begins on the first day of the month following the Effective Date
of the Plan, and the payments to Class 8 creditors are to be made
within 30 days from the end of 6 month period. The total payout to
Class 8 creditors is 10 cents on the dollar. Class 8 claims will
earn interest at 1% per annum.
The Debtor's projected income and expenses assume that payments to
creditors under the Plan will begin in early 2017. The Plan is
feasible as a result of the income generated by the Debtor's
operation of the Hotel.
About ML Hospitality
ML Hospitality, Inc., operates a Red Roof Inn in San Antonio, Tex.
The company filed a chapter 11 petition (Bankr. W.D. Tex. Case No.
16-51282) on June 6, 2016. The petition was signed by Mohammed N.
Alam, president. William R. Davis, Jr., Esq., at Langley & Banack,
Inc., represents the Debtor. At the time of the filing the Debtor
estimated its assets at $50,001 to $100,000 and liabilities at
$100,001 to $500,000.
MOHAVE AGRARIAN: Hammer Buying 160-Acre Parcel in Mohave for $800K
------------------------------------------------------------------
Mohave Agrarian Group, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada to authorize the sale of approximately 160 acres
of Parcel Number 313-02-022, and all easements, rights of way and
other rights or interests appurtenant thereto, including any
personal property located thereon, and specifically expecting
therefrom any and all water and well rights appurtenant thereto
("Sale Property"), to James D. Hammer for $5,000 per gross acre, or
$800,000 in aggregate.
A hearing on the Motion is set for Jan. 23, 2016 at 9:30 a.m.
The Debtor numerous agricultural and industrial parcels of real
property spread across the surrounding area of the city of Kingman,
Arizona.
The Debtor is the owner of these 12 parcels of property
("Properties") totaling approximately 9,000 gross acres of land:
a. APN # 341-15-008: 641 acres - Red Lake;
b. APN # 354-29-011: 6 acres - Peacock Highlands;
c. APN # 313-01-035: 2,384 acres - Peacock Highlands;
d. APN # 313-01-005: 40 acres - Peacock Highlands;
e. APN # 313-02-023: 634 acres - Peacock Highlands;
f. APN # 313-02-022: 3,815 acres - Peacock Highlands;
g. APN # 313-02-021: 316 acres - Peacock Highlands;
h. APN # 313-02-008: 40 acres - Peacock Highlands;
i. APN # 313-02-024: 318 acres - Peacock Highlands;
j APN # 313-17-004: 49 acres - Peacock Highlands;
k. APN # 310-20-025: 17 acres - Peacock Highlands; and
l. APN # 215-01-072: 630 acres - Golden Valley.
The Properties are segregated into 3 different groups: (i) Peacock
Highlands Farms (approximately 7,618 acres); (ii) Red Lake Farms
(approximately 640 acres); and Golden Valley Farms (approximately
630 acres).
The Debtor has proposed its plan of reorganization on Sept. 2,
2016, which will be funded by the sales of the Properties,
accepting fire sale prices in the first year (2017) and gradually
raising the prices in the following year (2018-2020).
The Debtor retained John Gall as its real estate agent pursuant to
the Court Order, Docket No. 89.
Gall has been actively marketing the Properties for a number of
months now. He believes that the Purchase Agreement is the highest
and best offer for the property, maximizing the return to the
Debtor's estate. Accordingly, and in the light of the fact that
the purchase price is $1,000 per acre (25%) above the highest
appraised value, no auction of the property is contemplated.
On Oct. 27, 2016, the Debtor entered into the Purchase and Sale
Agreement with the Purchaser, providing for the Debtor's sale of
the Sale Property at a price per acre that is 25% higher than any
previously appraised value.
The Purchase Agreement provides for the Purchaser to purchase from
the Debtor the Sale Property, at a price of $5,000 per gross acre,
or $800,000 in aggregate. The Debtor and the Purchaser have opened
escrow with Chicago Title in Arizona. The Purchaser has made a
$25,000 "Deposit" with the Escrow Agent, which is non-refundable
under circumstances.
The Initial Deposit will be applied to the purchase price at
closing.
At closing, the Purchaser will make a $75,000 cash deposit with the
Escrow Agent, to be applied to the purchase price, together with a
$700,000 promissory note for the balance of the purchase price,
secured by a first position deed of trust in favor of the Debtor.
The Note will bear interest at 5.5% per annum, have a maturity date
of three years from the execution, provide for quarterly payments
of principal and interest based on a 25-year amortization schedule,
and provide for the balance to be due at the end of the term.
The sole condition precedent to the Purchaser's obligation to
consummate the purchase of the Sale Property is the entry of a
final order of the Court approving the Purchase Agreement and
subdividing the approximately 640-acre Parcel into two 160-acre
parcels, one of which will the the Sale Property and the other of
which will be the "Adjacent Parcel."
The Purchase Agreement also provides that:
a. The Purchaser will make a non-refundable payment of
$1,000 to the Debtor for the option to purchase 160 acres of the
Adjacent Parcel at $5,000 per gross acre ("Option"). The Option
will expire 1 year after execution of the Purchase Agreement.
b. The Purchaser will construct or cause to be
constructed within 180 days, a waterline to service the Sale
Property and the Adjacent Parcel. The costs to construct the
waterline for the first phase will be shared 67% by the Debtor and
33% by the Purchaser. The costs to construct the second phase will
be share 50% by the Purchaser. In addition, the Debtor will grant
3 acre feet of water rights to the Purchaser.
c. The Debtor reserves a 40-foot easement along the Sale
Property for the purpose of accessing and installing waterlines
with respect to the Debtor's other properties.
On June 30, 2014, the Debtor entered into a loan and security
agreement and secured promissory note in favor of DCR Liquidating
Trust in the amount of $7,610,328, secured by substantially all of
the Debtor's assets ("Collateral").
On Aug. 18, 2015, DCR transferred and assigned to Contrail, inter
alia, all of its rights and interest in the DCR Loan, the secure
promissory note, and the liens in the Collateral created by the DCR
Loan as evidenced by that assignment of deed of trust dated Aug.
12, 2015, and recorded in the official records of Mohave County,
Arizona on Aug. 18, 2015.
To assist the Debtor in determining the value of its real property,
the Debtor retained pursuant to Court Order, Landauer Valuation &
Advisory to perform appraisals of all the Debtor's real property.
In its appraisal dated Feb. 16, 2016 ("Initial Appraisal"), the
Appraiser concluded that the "as is" market value of the Peacock
Highland Farms acres comprising the Sale Property is $3,000 per
acre.
Contrail disagreed with the valuation conclusions in the Initial
Appraisal, and submitted an appraisal conducted by Colliers
International dated April 5, 2016 ("Contrail Appraisal") ,
asserting that the "as is" market value of the Peacock Highland
Farms acres comprising the Sale Property is $1,100 per acre.
The Appraiser reviewed the Contrail Appraisal and submitted a
rebuttal appraisal dated Aug. 3, 2016 ("Rebuttal Appraisal"),
concluding that the "as is" value of the Peacock Highland Farms
acres comprising the Sale Property is $4,000 per acre. The
Appraiser increased the value of the Sale Property by $1,000 per
acre over the Initial Appraisal based on his update and review of
comparable sales in the region.
Aside from the Contrail's lien, the Debtor is unaware of any liens
or interest asserted against the Sale Property other than $23,460
in property taxes assessed with respect to the Parcel. The Debtor
will pay the property taxes from the $100,000 in cash the Debtor
will receive on the closing of Escrow.
The property can be sold to the Purchaser free and clear of
Contrail's lien, upon the Debtor's payment for the "Release
Payment" equalling 105% of the property's appraised value, as
provided in the Contrail loan documents. The property comprises
approximately one quarter of one portion of a parcel of the
Debtor's Properties, necessitating the subdivision of that portion
of the parcel to effectuate the transfer.
The Debtor submits that the purchase price offered is the best
evidence of the fair market value of the Sale Property, resulting
in a Release Payment of $800,000. If, however, the Court decides
to rely on appraisals instead to reach its determination of the
"appraised value," the Court should choose the value given in the
rebuttal Appraisal as the closest to the purchase price, resulting
in a Release Payment of $640,000.
For the foregoing reasons, the Debtor asks that the Court approve
the sale of the Sale Property to the Purchaser under the terms of
the Purchase Agreement, free and clear of all claims, liens,
interests and encumbrances upon the Debtor's payment to Contrail of
the Release Payment, but subject to an easement in favor of the
Debtor.
About Mohave Agrarian
Headquartered in Las Vegas, Nevada, Mohave Agrarian Group, LLC, is
a privately-held company founded in January 2014.
The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 16-10025) on Jan. 5, 2016, estimating its assets at
between $10 million and $50 million and its liabilities at between
$1 million and $10 million. The petition was signed by James M.
Rhodes as president of Truckee Springs Holdings, Inc., manager of
Mohave Agrarian. Fox Rothschild LLP represents the Debtor as
counsel. Judge Mike K. Nakagawa has been assigned the case.
Brett A. Axelrod, Esq., at Fox Rothschild LLP serves as the
Debtor's bankruptcy counsel.
MORGANS HOTEL: Completely Acquired by SBE
-----------------------------------------
sbe Founder and Chief Executive Officer Sam Nazarian announced with
partners Ron Burkle and Cain Hoy Enterprises the definitive closing
of sbe's acquisition of Morgans Hotel Group, a move that further
expands its international footprint and solidifies its unique
position as the preeminent global leader of lifestyle hospitality
management, entertainment, food & beverage and development. The
transaction, which has a value of $805 million, more than doubles
the number of hotels in sbe's portfolio that includes more than 100
properties currently operating or in development.
"sbe is the only global hospitality company that offers a complete
360-degree lifestyle experience, from hotels and residences to
restaurants, entertainment and nightlife," says Nazarian. "Guests
can stay, play, eat and indulge, all within our portfolio of
assets."
The acquisition brings Morgans' iconic Delano and Mondrian brands
-- along with 13 domestic and international hotel management and
franchise/licensing agreements -- together with sbe's existing
collection of notable hotel brands, which include such imprints as
SLS hotels, The Redbury hotels, and Hyde hotels. sbe's
award-winning restaurant brands include The Bazaar by Jose Andres,
Fi'lia by Michael Schwartz, Katsuya, Cleo, Umami Burger and Hyde
Lounge. As part of the Morgans acquisition, sbe takes direct
ownership of the 194-room Delano Hotel in South Beach, the 878-room
Hudson Hotel in New York City and the 372-room Clift Hotel in San
Francisco.
Nazarian adds, "The acquisition of Morgans not only further expands
our offering -- but brings the invaluable partnerships of Ron
Burkle and Cain Hoy Enterprises. sbe will now have a presence from
San Francisco to Doha; Los Angeles to London - and brings its
impressive history, talented team and culture of service and
innovation to the sbe family. We couldn't be more pleased about
the transaction."
"Our successful two-year relationship with Cain Hoy and their
talented leadership team headed by Todd Boehly and Jonathan
Goldstein is a testament to Cain Hoy's vision and innovative
investment philosophy of helping companies grow through invaluable
guidance and capital," says Nazarian. "The shoulder-to-shoulder
relationship that the sbe team and I have had with Cain Hoy has
allowed sbe the confidence to pursue global and disciplined growth
to the benefit of all of our shareholders."
THE FUTURE
sbe's growth will accelerate in coming months, further growing its
footprint with the recent openings of The Redbury in New York and
SLS Brickell in Miami, and four additional hotels expected to open
in 2017, Mondrian Doha, Qatar; as well as SLS Park Avenue New York,
SLS Seattle and Hyde Hotel and Residences, South Florida. An
additional nine hotels will be opening within the next two years,
bringing sbe's portfolio to 35 hotel properties by year-end, 2018.
Upon the acquisition, the expanded company will operate under the
name of sbe and feature a portfolio of 22 world-class international
lifestyle hotels in global markets such as Los Angeles, New York,
Las Vegas, Miami, San Francisco, Istanbul and London, in addition
to residential properties within North America. sbe currently
offers 129 hotel, entertainment, nightlife and restaurant venues
globally.
sbe expects to integrate its brands and successful revenue-driven
strategies throughout the Morgans portfolio, including cutting-edge
marketing and sponsorship platforms, its innovative customer
loyalty and rewards program, THE CODE, which boasts over 2 million
members, and residential, service department, restaurant and hotel
development and design operations.
Nazarian will retain all day-to-day management responsibilities and
half of the common stock interests in sbe with the remaining half
of the common stock and $150 million of newly issued preferred
equity shared equally between Cain Hoy and Yucaipa. The
acquisition necessitated Yucaipa's support, which was provided
given the opportunity.
"I like to work with creative, strategic-thinking leaders, and Sam
Nazarian is one of the best in the business," says Ron Burkle. "I'm
excited to work with Sam and his exceptional team at sbe towards
redefining the hospitality landscape."
Both Jonathan Goldstein of Cain Hoy and Ron Burkle will join
Nazarian on sbe's Board of Directors.
BEHIND SBE
"My father Younes and my brother David have been a critical part of
the development of sbe and I am thrilled to continue our work
together and to collaborate on this next phase of the company with
Jonathan Goldstein, Cain Hoy Enterprises and Ron Burkle, with
Yucaipa's growing portfolio of world-class hospitality assets in
Soho House, Sydell Group and Discovery Land Company. Cain Hoy and
Yucaipa's investment significantly improves sbe's financial
strength and provides us with the opportunity to invest funds to
refresh the iconic Morgans-owned properties, Delano and Hudson,"
says Nazarian. "Equally important, it gives us the flexibility to
pursue growth opportunities."
"By adding the Morgans portfolio to sbe's existing stable of
brands, I am confident that with Sam and his executive team at the
helm, we will leverage this acquisition into strong growth for the
company," says Jonathan Goldstein of Cain Hoy.
Dakota Development, the real estate development subsidiary of sbe,
will have a prominent role in the development of sbe properties
around the world.
The acquisition grows the number of sbe employees to 5,000, and
will include the recruiting of additional top executives to lead
critical disciplines throughout the organization.
Houlihan Lokey served as financial advisor and O'Melveny & Myers
served as legal advisors to sbe on the transaction.
NASDAQ Delisting
In connection with the completion of the Merger on Nov. 30, 2016,
the Company notified the Nasdaq Stock Market of the completion of
the Merger, and requested that Nasdaq (i) suspend trading of the
Shares on the Nasdaq Capital Market and (ii) file with the U.S.
Securities and Exchange Commission a Form 25, Notification of
Removal from Listing and/or Registration under Section 12(b) of the
Securities Exchange Act of 1934, as amended, to delist the Shares
from the Nasdaq Capital Market and to deregister the Shares under
Section 12(b) of the Exchange Act.
Additionally, the Company intends to file with the SEC
certifications on Form 15 under the Exchange Act requesting the
deregistration of the Shares under Section 12(g) of the Exchange
Act and the suspension of the Company's reporting obligations under
Sections 13 and 15(d) of the Exchange Act as promptly as
practicable.
On Dec. 1, 2016, the NASDAQ Stock Market LLC filed a Form 25 with
the Securities and Exchange Commission notifying the removal from
listing or registration of Morgans Hotel Group Co.'s common stock
on the Exchange.
Deregistration of Securities
Morgans Hotel Group Co. filed post-effective amendments relating to
its registration statements pertaining to the registration of the
shares offered under certain employee benefit and equity plans and
agreements, originally filed on Form S-8. As a result of the
Merger, the Company has terminated all offerings of its securities
pursuant to its existing registration statements, including the
Registration Statements.
Changes in Control of the Company
A change of control of the Company occurred on Nov. 30, 2016, upon
the filing of the certificate of merger with the Secretary of State
of the State of Delaware, at which time Merger Sub merged with and
into the Company. As a result of the Merger, the Company became a
wholly owned subsidiary of SBE ENT Holdings, with SBE ENT Holdings
owning all of the Shares.
Departure of Directors or Certain Officers
At the effective time of the Merger on Nov. 30, 2016, Howard M.
Lorber, Andrew Broad, Kenneth E. Cruse, John Dougherty, Jason T.
Kalisman, Bradford Nugent, Michael E. Olshan, Michelle S. Russo and
Adam Stein resigned as and ceased to be directors of the Company
and members of any committee of the Company's Board of Directors.
Pursuant to the Merger Agreement, at the effective time of the
Merger on Nov. 30, 2016, the directors of Merger Sub immediately
prior to the Effective Time, Sam Nazarian became the director of
the Surviving Corporation. Upon consummation of the Merger, Sam
Nazarian was elected chief executive officer, president, chief
financial officer, treasurer and secretary of the Company.
Amendments to Articles of Incorporation
In accordance with the Merger Agreement, at the effective time of
the Merger on Nov. 30, 2016, the Company's Certificate of
Incorporation and Bylaws were amended and restated.
About sbe
Established in 2002 by Founder and CEO Sam Nazarian, sbe is a
privately-held, leading lifestyle hospitality company that
develops, manages and operates award-winning hotels, residences,
restaurants and nightclubs. Through exclusive partnerships with
cultural visionaries, sbe is devoted to creating extraordinary
experiences throughout its proprietary brands with a commitment to
authenticity, sophistication, mastery and innovation. Following
the acquisition of Morgans Hotel Group, the pioneer of boutique
lifestyle hotels, sbe has an unparalleled global portfolio
featuring 22 world-class lifestyle hotel properties in 9 attractive
gateway markets and more than 129 global world-renowned hotel,
entertainment and food & beverage outlets. The company is uniquely
positioned to offer a complete lifestyle experience - from
nightlife, food & beverage and entertainment to hotels and
residences, and through its innovative customer loyalty and rewards
program, The Code, as well as its award-winning international real
estate development subsidiary, Dakota Development - all of which
solidify sbe as the preeminent leader across hospitality. sbe will
continue its expansion with 13 hotel properties opening in the next
two years (some with residences), including the SLS New York, SLS
Seattle, Mondrian Doha and Mondrian Dubai. The company’s
established and upcoming hotel brands include SLS Hotel &
Residences, Delano, Mondrian, Redbury, Hyde Hotel & Residences,
Clift, Hudson, Morgans, Royalton, Sanderson and St Martins Lane. In
addition, sbe has the following international acclaimed restaurants
and lounges: Katsuya, Cleo, The Bazaar by Jose Andres, Fi'lia by
Michael Schwartz, Umami Burger, Hyde Lounge and Skybar. More
information about sbe can be obtained at sbe.com or by downloading
the sbe App.
About The Yucaipa Companies
The Yucaipa Companies is a premier investment firm that has
established a record of fostering economic value through the growth
and responsible development of companies. As an investor, Yucaipa
works with management to strategically reposition businesses and
implement operational improvements, resulting in value creation for
stakeholders, customer and employees. Founded in 1986 by Ron
Burkle, the firm has completed mergers and acquisitions valued at
more than $40 billion. For more information visit
www.yucaipaco.com.
About Cain Hoy
Cain Hoy Enterprises is a private investment company financed with
permanent capital that owns a diversified portfolio of real estate
investments.
Cain Hoy won Financier of the Year at the Property Week Property
Awards 2015 and Residential Financier of the Year at the RESI
Awards.
Further information is available at www.cainhoyenterprises.com.
About Morgans Hotel Group
Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector. Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London. Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico. Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.
Morgans Hotel reported net income attributable to common
stockholders of $5.45 million on $220 million of total revenues for
the year ended Dec. 31, 2015, compared to a net loss attributable
to common stockholders of $66.6 million on $234 million of total
revenues for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Morgans Hotel had $509.3 million in total
assets, $742.5 million in total liabilities and a total deficit of
$233.2 million.
* * *
This concludes the Troubled Company Reporter's coverage of Morgans
Hotel until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
MOSAIC MANAGEMENT: Seeks January 2 Plan Exclusivity Extension
-------------------------------------------------------------
Mosaic Management Group, Inc., and its affiliated Debtors ask the
U.S. Bankruptcy Court for the Southern District of Florida to
extend the exclusive period for each Debtor to file a chapter 11
plan, through and including January 2, 2017, and the exclusive
period to solicit acceptances of a chapter 11 plan of each Debtor,
through and including February 1, 2017.
The Debtors note that on October 21, 2016, the Court entered a
Filing Order, pursuant to which, the Debtors were given until
December 2, 2016 to file a plan and disclosure statement.
The Debtors relate that since the Petition Date, the Debtors have
changed management and legal counsel, have been focusing on
stabilizing their businesses, have attempted to arrange post-
petition financing, and, most of all, have spent a substantial
amount of time and money preventing the Debtors' Policies from
lapsing.
The Debtors also relate that the most significant unresolved
contingency which has precluded Debtors from completing a
negotiation of a plan of reorganization has been the Debtors'
ceaseless attempts to obtain a long-term, sustainable financing
facility to fund the Debtors as debtors-in-possession and the
Debtors' ongoing premium obligations.
The Debtors tell the Court that they are recently working
collaboratively with the Committee, the U.S. Trustee, and numerous
investor representatives on all issues that have arisen in these
chapter 11 cases, specifically, the Parties conducted two formal
conferences to consensually discuss reorganization strategy and
post-petition financing. Accordingly, the Debtors will also be
filing a motion for post-petition financing with a prospective
lender that has the support of the active parties-in-interest in
these Chapter 11 cases, including the Committee and investor
representatives.
The Debtors note that they have recently filed amended schedules
and statements of financial affairs in each case. The Debtors tell
that they have asked the Court to extend the bar dates to January
30, 2017 since the original claims bar date has expired on November
29, 2016. The Debtors assert that having the additional time to
file a plan and disclosure statement will enable them to analyze
the claims as they are filed.
About Mosaic Management Group
Mosaic Management Group, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Lead
Case No. 16-20833) on Aug. 4, 2016. The petitions were signed by
Charles Thomas Ryals, president and chief executive officer. Judge
Erik P. Kimball presides over the case. The Debtors were
represented by Leslie Gern Cloyd, Esq., at Berger Singerman LLP.
Mosaic Management Group, Inc., estimated assets at $0 to $50,000
and liabilities at $50,000 to $100,000. Mosaic Alternative Assets
Ltd. estimated assets at $50 million to $100 million and
liabilities at $1 million to $10 million.
The Troubled Company Reporter, on Sept. 16, 2016 reported that the
Debtor hired Tripp Scott, P.A. as its legal counsel.
The Debtors employ Longevity Asset Advisors, LLC as consultant and
sales agent; GlassRatner Advisory & Capital Group, LLC, as their
financial advisors and accountants; and Erwin Legal PLC, as special
counsel.
Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on Aug. 23
appointed four creditors of Mosaic Alternative Settlements, Inc.,
to serve on the official committee of unsecured creditors. The
committee hires Furr and Cohen, P.A. as its legal counsel, and hire
Genovese, Joblove & Battista, P.A., as special counsel.
MOTORS LIQUIDATION: GUC Trust Files 2017 Admin. Costs Budget
------------------------------------------------------------
Pursuant to the Second Amended and Restated Motors Liquidation
Company GUC Trust Agreement dated as of July 30, 2015, and between
the parties thereto, as amended, and that certain Order Authorizing
the GUC Trust Administrator to Liquidate New GM Securities for the
Purpose of Funding Fees, Costs and Expenses of the GUC Trust and
the Avoidance Action Trust, dated March 8, 2012, issued by the
Bankruptcy Court for the Southern District of New York, Wilmington
Trust Company, in its capacity as trust administrator and trustee
of the Motors Liquidation Company GUC Trust is required to provide
on an annual basis the projected budgets for certain categories of
expenses, other than Reporting and Transfer Costs, to FTI
Consulting, Inc., in its capacity as the trust monitor of the GUC
Trust, to the DIP Lenders, and to certain additional parties
specified in the Liquidation Order.
A full-text copy of the MLC GUC Trust 2017 (Calendar Year)
Administrative Costs Budget is available for free at:
https://is.gd/xNFXx2
The budgets are subject to revision by the GUC Trust Administrator,
according to the procedures specified in the GUC Trust Agreement.
Those budgets were developed based upon assumptions and estimates
about future events which could change in the future due to various
risks and uncertainties, including those specified under the
heading "Forward Looking Statements" in Item 2 of the Form 10-Q
filed on November 10, 2016, and in Item 1A of the Form 10-K filed
on May 25, 2016. As a result, actual Wind-Down Costs and Reporting
and Transfer Costs could be materially higher or lower than the
amounts, which could materially affect the value of the units of
beneficial interest in the GUC Trust. Holders of such securities
should carefully consider such risks and uncertainties before
making any decisions with respect to such securities.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts. Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the chief executive officer for Motors Liquidation Company. GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors. GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
As of Sept. 30, 2016, Motors Liquidation had $657.2 million in
total assets, $157.2 million in total liabilities and $500 million
in net assets in liquidation.
MUSCLEPHARM CORP: Names Peter Lynch as Chief Financial Officer
--------------------------------------------------------------
MusclePharm Corporation announced the appointment of Peter C. Lynch
CPA as the Company's new chief financial officer, principal
financial officer and principal accounting officer.
Mr. Lynch has a diversified financial background spanning over 25
years, with financial leadership positions at several large
corporations that include Karcher North America, Inc., Honeywell
International Inc. and Gates Corp. Ryan Drexler, MusclePharm's
president and chief executive officer, and Chairman of the Board of
Directors, said: "We are excited to have Peter join the
organization and believe that his proven financial skills will be
instrumental in assisting the Company in its continuing efforts to
return to profitability and value creation. We are all looking
forward to working with Peter."
On Nov. 7, 2016, the Company entered into an offer letter agreement
with Mr. Lynch. The Offer Letter does not provide for a specified
term of employment, and Mr. Lynch's employment will be on an
at-will basis and may be terminated by Mr. Lynch or by the Company
at any time, with or without cause. Mr. Lynch will receive an
annual base salary of $300,000, and will be part of the Company's
bonus program with a yearly bonus potential of $100,000 based on
the achievement of mutually agreeable objectives to be determined
by Mr. Lynch and his supervisor. Additionally, Mr. Lynch will
receive (i) 1% of the outstanding equity in common stock options,
priced at the market value as of his hire date and vesting over
three years, (ii) a $50,000 signing bonus and (iii) if the Company
experiences a change of control, as such term is defined in the
Offer Letter, a 12-month severance package and immediate vesting of
any unvested options. Mr. Lynch will also be eligible to
participate in the Company's standard benefits package, including a
401(k) retirement account and health, dental, vision and life and
disability insurance.
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:
MSLP) -- http://www.muslepharm.com/-- develops and manufactures a
full line of National Science Foundation approved nutritional
supplements that are 100 percent free of banned substances.
MusclePharm is sold in over 120 countries and available in over
5,000 U.S. retail outlets, including GNC and Vitamin Shoppe.
MusclePharm products are also sold in over 100 online stores,
including bodybuilding.com, Amazon.com and Vitacost.com.
MusclePharm reported a net loss of $51.85 million in 2015,
a net loss of $13.8 million in 2014 and a net loss of $17.7 million
in 2013.
As of Sept. 30, 2016, MusclePharm had $38.33 million in total
assets, $54.77 million in total liabilities and a total
stockholders' deficit of $16.44 million.
NABORS INDUSTRIES: Moody's Rates New $500MM Sr. Unsec. Notes Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Nabors
Industries Inc.'s proposed offering of $500 million senior
unsecured notes due 2023. Nabors' other ratings and negative
outlook remains unchanged.
The note proceeds will be used to repay the company's existing
revolver debt, term loan and/or for general corporate purposes.
Assignments:
Issuer: Nabors Industries Inc.
Backed Senior Unsecured Regular Bond/Debenture due 2023,
Assigned Ba2 (LGD4)
RATINGS RATIONALE
Due to the preponderance of a single class of debt in the capital
structure, the proposed notes are rated Ba2, the same level as the
Corporate Family Rating, according to Moody's Loss Given Default
Methodology. The new unsecured notes will rank pari passu with
Nabors' existing senior notes as well as the revolving credit
facility. The notes will also have the same downstream guarantee
from Nabors Industries Ltd., as do the existing notes and the
revolver. Nabors is a wholly-owned subsidiary of Nabors Industries
Ltd., which is incorporated in Bermuda.
Nabors' Ba2 Corporate Family Rating reflects its increasing
financial leverage, reduced earnings and cash flow prospects, a
significant amount of debt maturities through 2020, as well as the
challenging outlook for the land drilling industry. Despite having
good liquidity and significant contracted backlog, the company will
have to contend with additional weakness in international markets
and sustained pressure in North America. The Ba2 CFR is
underpinned by Nabors' large scale, high quality rig fleet, and
globally diversified footprint. Notwithstanding the political
risks inherent in certain countries, the company's international
operations in aggregate have shown greater resilience than its
North American drilling business historically and in this
downturn.
Nabors should have good liquidity through 2017 which is reflected
in the SGL-2 Speculative Grade Liquidity rating. The company had
$201 million in cash and short term investments as of September 30,
2016 and will have full availability under the $2.25 billion
revolver following the proposed note offering. This note offering
will also help the company to repay a portion of its $325 million
term loan. The company does have a significant debt maturity in
February 2018 when its $828 million 6.15% notes become due. Nabors
could use the revolver to refinance this maturity if capital market
access becomes more constrained. The revolver matures in July
2020.
The negative outlook reflects increasing leverage and looming debt
maturities. Nabors' rating could be downgraded if the Debt/EBITDA
ratio remains above 5x for an extended period. Aggressive
financial policies including leveraging acquisitions, share
repurchases or significant capital spending in excess of operating
cash flows will also prompt a negative rating action. An upgrade
is unlikely in 2017 given our expectation of persistent weak
industry conditions. Longer term, an upgrade could be considered
if the Debt/EBITDA ratio can be sustained below 3.5x in a stable to
improving industry environment.
The principal methodology used in this rating was Global Oilfield
Services Industry Rating Methodology published in December 2014.
Nabors Industries Inc., based in Houston, Texas, is the largest
global land drilling contractor with operations in 17 countries,
including several offshore markets.
NEW PHOENIX METALS: Unsecureds To Recoup 45% Over 36 Months
-----------------------------------------------------------
New Phoenix Metals, Ltd., filed with the U.S. Bankruptcy Court for
the Northern District of Texas a first amended disclosure statement
and accompanying plan of reorganization, dated Nov. 21, 2016, which
propose that Class New Phoenix 12 - Allowed General Unsecured
Claims Not Exceeding of $150,000, will be paid by the Reorganized
Debtor once Allowed at 45% of their Claims over 36 months.
Class 2 - Allowed Priority Unsecured Claims of the Internal Revenue
Service in the estimated amount of $47,096 will be paid in full
over 60 months at an interest rate of 4.25% per annum. Payments
will commence on the twentieth day of the month following the
Effective Date and continue on the twentieth day of each month
thereafter until paid in full.
Class New Phoenix 8 - Allowed Secured Claims Ford Motor Credit
Company in an amount of $30,424.10 will be paid out fully over a
period of 60 months, with interest at a rate of 5% per annum, from
and after the Confirmation Date. Payments (constituting payments of
both principal and interest) will be made in equal monthly payments
based on a standard 5-year amortization. The first payment is due
on the fifth day of the first month following the Effective Date
and all subsequent payments shall continue on the fifth day of each
month thereafter until the allowed amount of the claim is paid in
full.
The major source of funding for the Plan will come from the
continued operation of the Debtor's business, and the net cash flow
derived therefrom, to the extent the Debtor's business generates
net cash flow.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/txnb16-32075-11-179.pdf
About New Phoenix Metals
Established in 1998, New Phoenix Metals, Ltd., is a residential
and
industrial recycling company. The industrial division services
companies in a four-state region (Oklahoma, Texas, Arkansas, and
Louisiana) and its facility in Greenville, Texas, serves the
public
and small scrap dealers of Northeast Texas and Southern Oklahoma.
New Phoenix Metals is a full-service industrial recycling company
located in Greenville, Texas (40 miles Northeast of Dallas). New
Phoenix Metals also has a residential division for recycling
household scrap metals including aluminum, steel, copper and
brass.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 16-32075) on May 26, 2016. The
petition was signed by Marcus D. Carl, partner.
The case is assigned to Judge Stacey G. Jernigan.
At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
NJOY INC: Asks Court to Extend Plan Period Until April 14
---------------------------------------------------------
NJoy, Inc. requests the U.S. Bankruptcy Court for the District of
Delaware to extend the Plan Period through and including April 14,
2017 and the Solicitation Period through and including June 13,
2017.
The Debtor relates that since the Petition Date, the Debtor and its
professionals have been working diligently toward the ultimate goal
of emerging from chapter 11 as expeditiously as possible and to
develop a viable plan of reorganization that affords its creditors
favorable treatment and an appropriate recovery on account of their
claims.
The Debtor further relates that it has been marketing its assets
and has sold substantially all of its assets at auction and is in
the process of closing its sale.
In addition, the Debtor tells the Court that it has also filed a
motion to set a Bar Date for the filing of claims against the
estate seeking a general bar date of January 31, 2017. The Debtor
further tells the Court that in order to prepare a confirmable
plan, the Debtor must know the full extent of claims against its
estate in order to prepare its liquidation analysis.
Accordingly, the Debtor contends that an extension of the Exclusive
Periods will provide the Debtor with a meaningful opportunity to
consummate the sale of its assets, and will enable the Debtor then
to shift focus to finalizing and filing a consensual liquidating
plan of reorganization.
The Debtor's Motion is scheduled to be heard on January 13, 2017 at
2:00 p.m., objections are due by December 21, 2016.
About NJoy Inc.
Headquartered in Scottsdale, Arizona, NJOY sells e-cigarettes and
vaping products to wholesalers, distributors and retailers. 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.
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 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.
NORTH FORK COMPOSITES: Sale of Assets Denied
--------------------------------------------
Judge Brian D. Lynch of the U.S. Bankruptcy Court for the Western
District of Washington denied North Fork Composites, LLC's sale of
equipment, inventory, supplies, raw materials, and general
intangibles, including, without limitation, the trade names "North
Fork Composites," and its 100% membership interest in Edge Rods,
LLC to Composite Ventures, LLC for $100,000 plus the value of
Debtor's inventory and assumption of all trade debt of
approximately $143,747, subject to overbid.
A hearing on the Motion was held on Nov. 22, 2016.
About North Fork Composites
North Fork Composites LLC, a/k/a Edge Rods LLC, filed a Chapter 11
petition (Bankr. W.D. Wash. Case No. 16-44188) on Oct. 7, 2016.
The petition was signed by Alex Maslov, manager. The Debtor is
represented by Thomas W. Stilley, Esq., at Sussman Shank LLP. At
the time of filing, the Debtor estimated assets at $100,000 to
$500,000 and liabilities at $1 million to $10 million.
OMINTO INC: Names Jaye Connolly-LaBelle to Board of Directors
-------------------------------------------------------------
Ominto, Inc. announced the appointment of Jaye Connolly-LaBelle to
its Board of Directors. She also will become chairperson of the
audit committee.
Connolly-LaBelle brings more than 30 years of leadership experience
to Ominto, acquired from various positions she held in the finance
and mergers and acquisitions areas as well as key C-level roles she
served in at both private and publicly-traded corporations.
Currently, Connolly-LaBelle serves as president and chief executive
officer of RippleNami, Inc., a global technology company that is
redefining mapping. RippleNami is dedicated to connecting the
unconnected through its proprietary, revolutionary visualization
platform that consolidates big data, easily providing organizations
and users with information that matters.
"Jaye is exactly the type of executive to round out our
already-reputable Board. She brings to Ominto a wealth of
knowledge and expertise that will benefit our future growth
strategies. In addition, her award-winning capabilities will
undoubtedly help us in developing new disciplines to grow our
business. We welcome Jaye to our Board and look forward to her
contributions," said Michael Hansen, chief executive officer of
Ominto, Inc.
Previously, Connolly-LaBelle served as president and chief
executive officer of Path Central, Inc., which was acquired by
XIFIN; president and chief executive officer of A-Life Medical,
Inc., acquired by UnitedHealth Group; vice president of business
development and mergers and acquisitions at InSight Health Corp.,
and director of internal audit at LabCorp.
Connolly-Labelle recently earned a gold Stevie Award in the 2016
Stevie Awards for Women in Business competition, the world's top
honors for female entrepreneurs, executives, employees and the
organizations they run. She was named Female Executive of the Year
in the Business Products category.
Additionally, Connolly-LaBelle was named a named a winner in the
2016 Women Who Mean Business Awards, sponsored by the San Diego
Business Journal, which recognizes local-area businesswomen through
this prestigious opportunity. She also earned this achievement in
both 2010 and 2015.
In 2010, she was named Most Admired CEO, also by the San Diego
Business Journal and in 2009, she earned accolades as CFO of year
in the private company category from the same publication. In that
same year, while heading A-Life, she earned the Innovation in
Healthcare ABBY Award from Adaptive Business Leaders, an
organization that helps its member CEOs lead and grow successful
companies.
Connolly-LaBelle earned her Bachelor of Science degree in
accounting from Texas Tech University. For the past 15 years, she
has served as board member and treasurer of Walden Family Services,
a private, non-profit California corporation, founded in 1976 to
provide quality care for abused and neglected children in
residential group homes. She is a graduate of the FBI Citizen
Academy and member of the Alumni Association, a nonprofit
organization separate and apart from the FBI, which supports the
community outreach efforts of the FBI by encouraging the
development, growth and effectiveness of the chapters; and, serves
as the official governing body, interface and liaison between FBI
Headquarters and the chapters. She is a member of the Financial
Executive Network Group; San Diego Economic Development Roundtable;
Adaptive Business Leaders; and, Kappa Kappa Gamma Alumni
Association and has been cited as a Who's Who in Managed Care.
As compensation for her services, Ms. Connolly-LaBelle will receive
a retainer of $2,500 per month and was granted an option to
purchase 50,000 shares of the Company's common stock, vesting
monthly over three years. Ms. Connolly-LaBelle will also be
reimbursed for business travel to attend meetings of the Board.
About Ominto
Ominto, Inc., was incorporated under the laws of the State of
Nevada on June 4, 1999, as Clamshell Enterprises, Inc., which name
was changed to MediaNet Group Technologies, Inc. in May 2003, then
to DubLi, Inc. on Sept. 25, 2012, and finally to Ominto, Inc. as of
July 1, 2015. The DubLi Network was merged into the Company, as
its primary business in October 2009.
Ominto reported a net loss of $11.7 million for the year ended
Sept. 30, 2015, compared to a net loss of $1.34 million for the
year ended Sept. 30, 2014.
As of June 30, 2016, Ominto had $9.62 million in total assets,
$17.76 million in total liabilities and a total stockholders'
deficit of $8.14 million.
Mayer Hoffman McCann P.C., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2015, noting that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
ONEOK INC: S&P Affirms 'BB+' CCR & Revises Outlook to Stable
------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BBB' corporate credit and
issue-level ratings on ONEOK Partners L.P. and revised the outlook
to stable from negative. S&P also affirmed the 'A-2' short-term
rating on OKS.
At the same time, S&P affirmed the 'BB+' corporate credit and
issue-level ratings on ONEOK Inc. and revised the outlook to stable
from negative.
"The stable rating outlook on OKS reflects our view that the
partnership's successful and ongoing contract renegotiation will
result in it successfully maintaining adjusted financial leverage
in the low 4x to 4.25x range in 2016 and 4x or lower in 2017," said
S&P Global Ratings credit analyst Mike Llanos. "We also expect the
partnership to maintain a distribution coverage ratio of 1x or
better."
S&P could lower the rating if the partnership's leverage is
sustained above 4.25x due to cost overruns or material delays on
large capital projects. If S&P lowered the rating, it would also
lower its short-term rating on the partnership to 'A-3' from 'A-2'
as required by S&P's criteria.
Higher ratings are unlikely given the partnership's focus on
natural gas gathering and processing and NGL transportation,
fractionation and storage services, which exposes it to volumetric
and commodity price risks. S&P could, however, consider higher
ratings if the partnership significantly increased its scale and
diversified into businesses supported by long-term, take-or-pay
type contractual arrangements while embracing a more conservative
financial policy with financial leverage below 3.5x.
The stable rating outlook on ONEOK Inc. reflects S&P's expectation
for continued stability in distributions from OKS. S&P expects the
company will maintain a stand-alone debt-to-EBITDA ratio of 2x or
lower.
S&P could lower the rating on OKE if S&P lowers the rating on OKS
or if S&P expects OKE's stand-alone debt to EBITDA to be sustained
above 2x.
An upgrade is unlikely, absent an upgrade of OKS.
PAYLESS INC: S&P Lowers CCR to 'B-' on Weak Industry Conditions
---------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Payless
Inc. to 'B-' from 'B'. The outlook is negative.
At the same time, S&P lowered the issue-level rating on the
first-lien term loan to 'B-' from 'B'. The '4' recovery rating
remains unchanged and reflects S&P's expectation for average
recovery in the event of default, at the high or low end of the 30%
to 50% range. S&P also lowered the issue-level rating on the
second-lien term loan to 'CCC' from 'CCC+'. The '6' recovery
rating is unchanged and reflects S&P's expectation for negligible
(0% to 10%) recovery.
"The downgrade reflects our expectation that competition in the
value footwear segment will cause continued weak traffic trends and
pressure on profitability over the next 12-24 months, which we
believe will result in persistently negative free operating cash
flow over that time period," said credit analyst Andrew Bove. "In
addition to industry headwinds, merchandising at Payless has been
ineffective, and this combined with unfavorable weather has
resulted in weak sales trends and decreased customer traffic. The
discount shoe category has become increasingly competitive in
recent years, and we believe off-price competitors like TJX and DSW
have taken some market share from Payless over that time period.
We expect availability under the revolving credit facility will
continue to tighten due to our projected cash flow shortfall as a
result of weakened earnings. Although we believe the company will
be able to fund its business operations over the next 12 months, we
note that profitability has historically been volatile and further
moderate underperformance from our base-case forecast could reduce
liquidity sources such that we would view the capital structure as
unsustainable."
The negative outlook on Payless Inc. reflects S&P's expectation for
persistently negative free operating cash flow over the next 12
months due to continued pressured profitability. Although S&P
expects the company to have the ability to fund its business
operations over the next 12 months, we note that company
profitability has historically been volatile, and further moderate
underperformance from S&P's base-case forecast could reduce
liquidity sources such that we would no longer deem the capital
structure as sustainable.
S&P could lower the ratings if the company is unable to stabilize
or improve operating performance and the negative free operating
cash flow trend worsens, as a result of continued poor
merchandising and declining traffic trends. Under this scenario,
same-store sales would decrease in the mid-single digits (compared
to our forecast of a low-single-digit decline) and gross margin
would remain at the current level. This would lead to meaningfully
negative free operating cash flow in excess of negative $30
million, causing the company to make further draws under its
revolving credit facility such that S&P would view the company's
capital structure as unsustainable. S&P could also lower the
ratings if it believes that the possibility of a distressed
exchange becomes more likely, given S&P's understanding of the
significantly discounted trading levels of the company's first- and
second- lien term loans.
S&P could revise the outlook back to stable if the company
demonstrates improved and consistent performance with same-store
sales gains in the low-single digits (compared to S&P's forecast of
low-single-digit decline), along with margin expansion of about 75
basis points above S&P's expectation. This could happen if
management can execute a more focused merchandise strategy that
resonates well with consumers, and can manage its inventory
effectively to meet demand and limit promotional activity. Under
this scenario, fixed-charge coverage would be in the mid-1.0x
range, and free operating cash flow would be moderately positive on
a sustained basis.
PEABODY ENERGY: Asks Court to Move Plan Filing Period to Feb. 13
----------------------------------------------------------------
Peabody Energy Corporation and certain of its subsidiaries ask the
U.S. Bankruptcy Court for the Eastern District of Missouri to
extend the periods during which the Debtors have the exclusive
right to file a plan of reorganization and to solicit acceptances
of such plan, through and including February 13, 2017, and March
17, 2017, respectively.
The Debtors contend that they are comprised of 153 separate legal
entities that operate mining locations and other businesses across
the globe, and since the commencement of the chapter 11 cases, they
have focused on stabilizing their operations, developing a
restructuring plan that maximizes value for stakeholders and
ensures a viable company post-emergence and negotiating the
contours of the plan with their major creditor constituencies.
The Debtors relate that they have also, together with their
advisors, dedicated significant time and resources, among other
things:
(a) Negotiating the Plan with various creditor groups,
including the First Lien Lenders, the Ad Hoc Noteholders, Second
Lien Noteholders' Group, and the Committee for the Unsecured
Creditors;
(b) Analyzing thousands of leases and executory contracts to
identify those that are beneficial to the Debtors' estate and
should be assumed and those that should be rejected, including (i)
those leases set forth in the Debtors omnibus motion to reject and
assume certain nonresidential real property leases heard during the
November omnibus hearing, (ii) the Debtors' St. Louis office lease
and two aircraft leases, and (iii) hundreds of executory contracts
commonly referred to as "overriding royalties;"
(c) Negotiating with the relevant regulatory agency for the
state of Illinois and filing a motion to approve a stipulation that
resolved a dispute concerning the Debtors' self-bonding under
Illinois' law utilizing the $200 million bonding accommodation
facility under the DIP Facility;
(d) Objecting to the United Mine Workers of America 1974
Pension Plan and Trust Claim 4722 and preparing for arbitration on
such Claim;
(e) Participating in mediation over the CNTA Dispute and the
Plan; and
(f) Reviewing thousands of proofs of claims and filing
several omnibus objections to duplicate and amended and superseded
proofs of claims.
In addition, the Debtors contend that they have made considerable
progress in negotiating the Plan and currently intend to file the
Plan by December 14, 2016. However, in an abundance of caution and
in case unanticipated delays arise, the Debtors seek an extension
of their Exclusive Periods.
A hearing will be held on December 14, 2016 at 10:00 a.m. to
consider the Debtors' request for exclusivity extension.
Objections are due by December 7, 2016.
About Peabody Energy Corporation
Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company. As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia. The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount Mine
in Australia. In addition to its mining operations, the Company
markets and brokers coal from other coal producers, both as
principal and agent, and trade coal and freight-related contracts
through trading and business offices in Australia, China, Germany,
India, Indonesia, Singapore, the United Kingdom and the U.S.
Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net loss
in 2013.
At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $919 million.
On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code. The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
(Bankr. E.D. Mo. Case No. 16-42529).
As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.
The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.
The Office of the U.S. Trustee on April 29, 2016, appointed seven
creditors of Peabody Energy Corp. to serve on the official
committee of unsecured creditors. The Committee retained Morrison
& Foerster LLP as counsel, Spencer Fane LLP as local counsel,
Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel,
Blackacre LLC as its independent expert, and Berkeley Research
Group, LLC, as financial advisor.
PEDRO R. MARTINEZ: Unsecureds To Get Pro Rata Share of $10,000
--------------------------------------------------------------
Pedro R. Martinez and Santos Gregoria Diaz-Perdomo filed with the
U.S. Bankruptcy Court for the District of Nevada a disclosure
statement referring to the Debtor's plan of reorganization.
Under the Plan, holders of Class 5 General Unsecured Claims who
filed proofs of claim by Jan. 20, 2016, or deemed to have filed
proofs of claim, that are not disputed, contingent, unliquidated,
or otherwise approved by court order, will be paid their pro rata
share of $10,000, which equals or exceeds the estate's estimated
liquidation value. The dividend constitutes payment of
approximately 0.13 cents per dollar of each class claim.
Class 5 is an impaired class and Class 5 creditors are entitled
vote to accept or reject the Plan.
Payments and distributions under the Plan will be funded by the
investment property rents and the Debtor's wage income as
required.
The Disclosure Statement is available at:
http://bankrupt.com/misc/nvb11-26005-274.pdf
The Plan was filed by the Debtor's counsel:
Michael J. Harker, Esq.
THE LAW OFFICES OF MICHAEL J. HARKER
2901 El Camino Ave No. 200
Las Vegas, NV 89102
Tel: (702) 248-3000
Fax: (702) 425-7290
E-mail: mharker@harkerlawfirm.com
Pedro R. Martinez and Santos Gregoria Diaz-Perdomo are a married
couple. Pedro Martinez is self-employed and owns a "jumper"
business and Santos is a stay at home mom. The Debtor also
receives monthly rental income from investment properties located
at: (i) 1503 Cobb Lane, Las Vegas, Nevada 89101; and (ii) 2804 Kins
Way, Las Vegas, Nevada 89102. The investment properties are not
operated as independent business entities.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 11-26005).
PELICAN REAL ESTATE: Seeks to Move Plan Filing Period to January 5
------------------------------------------------------------------
Pelican Real Estate, LLC and its affiliated Debtors ask the U.S.
Bankruptcy Court for the Middle District of Florida to extend the
exclusive period for filing a plan of reorganization through and
including January 5, 2017, and extend the Debtors' exclusive period
to solicit acceptances of such plan through and including the date
of any hearing to consider confirmation of the Debtors' plan.
The Debtors relate that they have previously sought for and the
Court granted an exclusivity extension of until December 5, 2016,
so that Maria Yip, the court-appointed Examiner could complete and
issue her report prior to the expiration of exclusivity.
The Examiner filed her report on November 21, 2016, recommending
that the Debtors should be substantively consolidated into a single
entity. Consequently, the Debtors intend to file a motion to
substantively consolidate the Debtors into a single entity and that
motion will be scheduled for hearing on December 22, 2016 at 1:30
p.m.
The Debtors believe that it is appropriate that the Court consider
the Motion for Substantive Consolidation prior to filing a Chapter
11 Plan and Disclosure Statement.
A hearing will be held on December 22, 2016 at 1:30 p.m.
About Pelican Real Estate, LLC
Pelican Real Estate, LLC and its eight affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case
No. 16-03817) on June 8, 2016. The petition was signed by Jared
Crapson, president of SMFG, Inc., manager of Pelican Management
Company, LLC. At the time of the filing, Pelican Real Estate
listed under $50,000 in both assets and debts.
The Debtors are represented by Elizabeth A. Green, Esq., at Baker &
Hostetler LLP. The Debtors hire Bill Maloney Consulting as their
financial advisor; Hammer Herzog and Associates P.A. as their
accountant; and Pino Nicholson PLLC as their special counsel.
Turnkey Investment Fund LLC, an affiliate of Pelican Real Estate
LLC, hires Dance Bigelow Sharp & Co. as accountant.
Guy Gebhardt, acting U.S. trustee for Region 21, on July 27 formed
an official committee of unsecured creditors for Pelican Real
Estate LLC's affiliates, Smart Money Secured Income Fund LLC and
Accelerated Asset Group LLC.
Maria Yip, the court-appointed examiner, proposes to hire
GrayRobinson, P.A. to provide legal services in connection with the
Debtor's bankruptcy case.
PENN REALTY: Case Summary & 3 Unsecured Creditors
-------------------------------------------------
Debtor: Penn Realty, LLC
900 Birchfield Drive
Mount Laurel, NJ 08054
Case No.: 16-32949
Type of Business: Single Asset Real Estate
Chapter 11 Petition Date: December 1, 2016
Court: United States Bankruptcy Court
District of New Jersey (Camden)
Judge: Hon. Jerrold N. Poslusny Jr.
Debtor's Counsel: Albert A. Ciardi, III, Esq.
CIARDI CIARDI & ASTIN, P.C.
One Commerce Square
2005 Market Street, Suite 3500
Philadelphia, PA 19103
Tel: 215-557-3550
Fax: 215-557-3551
E-mail: aciardi@ciardilaw.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Peter Hovnanian, managing member.
Debtor's List of Three Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Burlington Township $69,007
David and Anne Cecco Mortgage $128,716
HovBros Burlington, LLC $3,449
PHOENIX BRANDS: Dec. 19 Liquidation Plan Confirmation Hearing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued an
order conditionally approving the Disclosure Statement explaining
the joint plan of liquidation filed by Phoenix Brands LLC, et al.,
and the Official Committee of Unsecured Creditors.
A hearing will be held before the Court on December 19, 2016 at
9:00 a.m. (Eastern Time), to consider confirmation of the Plan.
Class 4A - General Unsecured Claims Against Phoenix Brands LLC,
Class 4B - General Unsecured Claims Against Phoenix Brands Parent
LLC, Class 4C - General Unsecured Claims Against Phoenix North LLC,
Class 4D - General Unsecured Claims Against Phoenix Brands Canada
ULC, Class 4E - General Unsecured Claims Against Phoenix Rit LLC,
and Class 4F - General Unsecured Claims Against Phoenix Brands
Canada Laundry LLC are impaired.
Class 4A will consist of Subclass 4A-1 and Subclass 4A-2, the
classification and treatment of which are:
a. Subclass 4A-1, which will consist of the allowed General
Unsecured Claim asserted by Fifth Street against Phoenix
Brands LLC. Estimated amount of claims in the class is
$41,223,731. Fifth Street will receive the distributions
in accordance with the Waterfall. For the avoidance of
doubt, General Unsecured Claims in Subclass 4A-2 do not
share in the distributions to be made to Fifth Street in
this Subclass 4A-1; and
b. Subclass 4A-2, which will consist of the allowed General
Unsecured Claims against Phoenix Brands LLC asserted by
creditors other than Fifth Street. The estimated amount
of claims in this class is $6,310,000. Except to the
extent that a holder of an allowed General Unsecured Claim
in Subclass 4A-2 agrees to a less favorable treatment or
has been paid by any applicable Debtor prior to the
Effective Date, each holder of an allowed General
Unsecured Claim in Class 4A will receive, in full and
final satisfaction, settlement, and release of the allowed
General Unsecured Claim its pro rata share, based on the
aggregate amount of allowed General Unsecured Claims in
Subclass 4A-1, the distributions in accordance with the
Waterfall. For the avoidance of doubt, Fifth Street does
not share in the distributions made to Subclass 4A-2.
Class 4B - General Unsecured Claims Against Phoenix Brands Parent
LLC will consist of the allowed General Unsecured Claims against
Phoenix Brands Parent LLC. The estimated amount of claims in this
class is $41,224,281. There will be no distribution to General
Unsecured Claims in Class 4B.
Class 4C - General Unsecured Claims Against Phoenix North LLC will
consist of the allowed General Unsecured Claims against Phoenix
North LLC. The estimated amount of claims in this class is
$41,223,731. There will be no distribution to General Unsecured
Claims in Class 4C.
Class 4D - General Unsecured Claims Against Phoenix Brands Canada
ULC will consist of the allowed General Unsecured Claims against
Phoenix Brands Canada ULC. The estimated amount of the claims in
this class is $41,240,231. Except to the extent that a holder of
an allowed General Unsecured Claim in Class 4D agrees to a less
favorable treatment or has been paid by any applicable Debtor prior
to the Effective Date, each holder of an allowed General Unsecured
Claim in Class 4D will receive, in full and final satisfaction,
settlement, and release of the allowed General Unsecured Claim its
pro rata share, based on the aggregate amount of allowed General
Unsecured Claims in Subclass 4D, of the distributions to be
provided to the holders of the allowed Class 4D Claims in
accordance with the Waterfall.
Class 4E - General Unsecured Claims Against Phoenix Rit LLC will
consist of the allowed General Unsecured Claims against Phoenix Rit
LLC. The estimated amount of claims in this class is $41,223,731.
There will be no distribution to General Unsecured Claims in Class
4E.
Class 4F - General Unsecured Claims Against Phoenix Brands Canada
Laundry LLC will consist of the allowed General Unsecured Claims
asserted by Fifth Street against Phoenix Brands Canada Laundry LLC.
The estimated amount of claims in this class is $41,223,731. Fifth
Street, as sole creditor in Class 4F, will receive a distribution
of 100% of the funds for distribution allocated to Phoenix Brands
Canada Laundry LLC in accordance with the Waterfall.
The Debtors' cash on hand as of the Effective Date, which is
anticipated to be approximately $3,085,000, along with additional
collections of receivables and recoveries from avoidance actions
and other potential rights of action will fund the Plan. On the
initial distribution date, the Debtors anticipate having sufficient
funds to pay (or to the extent of any the claims that are disputed
claims, reserve for) all administrative claims, priority tax
claims, and priority non-tax claims and to provide the initial
$100,000 to Class 4A-2 and at least $2 million to Class 4A-1.
The Disclosure Statement is available at:
http://bankrupt.com/misc/deb16-11242-561.pdf
About Phoenix Brands
Phoenix Brands LLC, Phoenix Brands Parent LLC, Phoenix North LLC,
and Phoenix Brands Canada ULC filed chapter 11 petitions (Bankr.
D.
Del. Case Nos. 16-11242 to 16-11245) on May 19, 2016. The
petitions were signed by William Littlefield, CEO and President.
The cases are assigned to Judge Brendan Linehan Shannon. A motion
for joint administration of the Chapter 11 cases is pending.
The Debtors are represented by Joseph T. Modlovan, Esq., and Robert
K. Dakis, Esq., at Morrison Cohen LLP. The Debtors have retained
Laura Davis Jones, Esq., and Joseph M. Mulvihill, Esq., at
Pachulski Stang Ziehl & Jones LLP as Local Counsel; Houlihan Lokey
as Investment Banker; Getzler Henrich & Associates LLC as Financial
Advisor; Hunterpoint, LLP, as CRO Provider; Osler, Hoskin &
Harcourt LLP as Canadian Counsel; and Omni Management Group, LLC,
as Claims/Noticing Agent.
The Debtors estimated assets and debts at $10 million to $50
million at the time of the filing.
Andrew Vara, acting U.S. trustee for Region 3, on June 1 appointed
five creditors of Phoenix Brands LLC and its affiliates to serve on
the official committee of unsecured creditors. The Committee
tapped Saul Ewing LLP as counsel and Deloitte Financial Advisory
Services LLP as its financial advisor.
PLANET MERCHANT: Planet Group Buying All Assets for $12 Million
---------------------------------------------------------------
Planet Merchant Processing, Inc., asks the U.S. Bankruptcy Court
for the District of Nebraska to authorize the bidding procedures in
connection with the sale of substantially all assets to Planet
Group, Inc. ("PGI") for $12,370,928, subject to overbid.
The Debtor is a one-product software company. The software is
called A360. A360 facilitates the back-end processing of debit and
credit transactions in accordance with rules established by Visa,
Master Card, Discover, and American Express.
On the date the bankruptcy petition was filed, the Debtor had four
executory contracts with four separate customers, namely
TransFirst, L.L.C., EVO Merchant Services, L.L.C., WorldPay and
First American Payments Systems. The Debtor's sole source of
income was from these 4 contracts. However, because the Debtor had
lost money on each of these 4 contracts over the prior 4 years, the
Debtor chose to reject these contracts in bankruptcy.
On Aug. 17, 2016, the Debtor filed motions to reject each of the 4
executory contracts with the Customers. Initially, the Customers
objected to the Debtor's motions to reject executory contracts but
withdrew their objections in September 2016. As a result, in
September of 2016, the Court sustained all 4 of the Debtor's
motions to reject executory contracts. Pursuant to 11 U.S.C.
Section 365(n)(1)(B), all of the Customers have elected to retain
their rights in the Debtor's intellectual property under their
contracts with the Debtor as of the day prior to the filing of the
bankruptcy.
On Nov. 15, 2016, PGI, the parent company of the Debtor, filed a
Proof of Claim wherein it asserted an unsecured, non-priority claim
in the amount of $12,370,928 against the Debtor. As of the date of
the Motion, no other claims have been filed against the Debtor.
The Debtor maintains its position that a combination of the
Debtor's software along with the employees of PGI which know how to
operate and maintain the software, would have a significant value.
However, the Debtor has received no offers to purchase only its
software and it is unaware of any other party which may be
interested in purchasing the Debtor's software other than PGI. The
Debtor believes it is unlikely it will receive any benefit from
additional marketing efforts, which may be costly and result in
further delays.
For the foregoing reasons, the Debtor believes it is in the best
interest of the estate to sell its assets now for the highest and
most valuable offer.
On Nov. 15, 2016, PGI submitted an offer to the Debtor wherein it
proposed to purchase all of the Debtor's software, including
software upgrades and intellectual property relating thereto, and
the Debtor's equipment and furniture, for a total purchase price of
$12,420,928. This purchase price consists of a release of PGI's
claim against the Debtor in the amount of $12,370,928 along with
$50,000 in cash. PGI has agreed that the sale of these assets is
on an "as is" basis with all faults, and subject to any interests
which the Customers may have in the Debtor's software.
The Debtor submits that it is in the estate's best interest to sell
substantially all of the Debtors' assets to PGI or to the
Successful Bidder under the bidding procedures proposed. The sale
will provide the best economic opportunity: (a) to realize the
value of the assets, (b) to pay all creditors the most which they
could receive on their claims.
The Debtor proposes to offer these assets for sale: (i) A360
software, including software updates, improvements and
documentation; (ii) A360 software, including all software updates,
improvements and documentation; (iii) Transaction Rejection and
Repair; (iv) Balance Reconciliation; and (v) all furniture and
equipment.
The principal terms of the Bidding Procedures which the Debtor will
apply regarding the sale of substantially all of the Debtor's
assets are:
a. Bid Deadline: Dec. 19, 2016 at 4:00 p.m. (CST)
b. Overbid Increment: In cash and greater than or equal
to the sum $6,000,000 plus $100,000.
c. Deposit: $15,000
d. Auction: The Auction will be conducted at the law
offices of the Debtors' Attorneys, McGill, Gotsdiner, Workman &
Lepp, PC, L.L.O., 11404 West Dodge Road, Suite 500, Omaha,
Nebraska, commencing at 10:00 a.m., on Dec. 21, 2016.
e. Opening Bid: $6,000,000 plus the Overbid Increment.
f. Successful Bid: $100,000
g. Sale Hearing: Jan. 4, 2017
h. Closing: Jan. 9, 2017.
A copy of the Bidding Procedures attached to the Motion is
available for free at:
http://bankrupt.com/misc/Planet_Michigan_154_Sales.pdf
The Debtor submits the Agreement is an arm's-length transaction, in
which PGI has at all times acted in good faith and the fact that
its offer will be subject to the Bidding Procedures set forth
further reflects that its good faith. The Debtor, therefore, asks
that the Court make a finding that PGI or the Successful Bidder has
purchased the Sale Assets and assumed the Assumed Contracts in good
faith within the meaning of Section 363(m) of the Bankruptcy Code.
The Debtor asks the Court to enter an Order which approves the
payment of the proceeds from the proposed sale into a separate,
interest bearing, debtor-in-possession bank account and further
provides that such funds will remain in such account until the
Court approves of the distribution of such funds after notice to
all creditors and parties-in-interest.
About Planet Merchant Processing
About Planet Merchant Processing, Inc., filed a Chapter 11
bankruptcy petition (Bankr. D. Neb. Case No. 16-81243) on Aug. 17,
2016. The
Hon. Thomas L. Saladino presides over the case. The petition was
signed by Dennis O'Brien, president.
The Debtor estimated $1 million to $50 million in assets and
liabilities.
McGill, Gotsdiner, Workman & Lepp, P.C., L.L.O., is the Debtor's
counsel.
PLATINUM PARKING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Platinum Parking, Inc.
1908 Steeplechase Drive
Williamstown, NJ 08094
Case No.: 16-32944
Chapter 11 Petition Date: December 1, 2016
Court: United States Bankruptcy Court
District of New Jersey (Camden)
Judge: Hon. Andrew B. Altenburg Jr.
Debtor's Counsel: Nella M. Bloom, Esq.
BIELLI & KLAUDER, LLC
1500 Walnut Street, Suite 900
Philadelphia, PA 19102
Tel: 215-642-8271
Fax: 215-754-4177
E-mail: nbloom@bk-legal.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Richard Ruiz, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
PORTER BANCORP: Liquidity Strong Despite Appellate Ruling
---------------------------------------------------------
Porter Bancorp, Inc., parent company of PBI Bank, announced that
the Kentucky Court of Appeals ruled against the Bank in a decision
with a partial dissenting opinion in the PBI Bank, Inc. v.
Signature Point LLC, et al. matter upholding the previous award of
$7.015 million in damages.
John T. Taylor, president and CEO noted, "We are very disappointed
with the Court's decision regarding this legacy issue. However,
the Bank's capital and liquidity remain strong and its mission to
serve our customers remains unchanged. At this juncture, we are
conferring with our legal advisors and evaluating the merits of
further pursuing the appellate process."
The Bank previously accrued the compensatory damages of the trial
court verdict along with interest at the statutory rate. The
punitive damages and statutory interest currently totaling
approximately $7.9 million were not previously accrued and will
impact earnings and capital in the fourth quarter of 2016. While
the Bank has made no final decision on how it will proceed, funds
to retire all amounts due are on hand and available to meet this
obligation with no material impact to liquidity.
The share count and per share data in the table above does not
reflect the previously announced 1 for 5 reverse stock split that
will be effective at the close of business on Dec. 16, 2016.
A full-text copy of the press release is available at:
https://is.gd/2H3NNv
About Porter Bancorp
Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky. Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.
Porter Bancorp reported a net loss of $3.21 million on $36.57
million of interest income for the year ended Dec. 31, 2015,
compared to a net loss of $11.15 million on $39.51 million of
interest income for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Porter Bancorp had $915.3 million in total
assets, $871.7 million in total liabilities and $43.62 million in
total stockholders' equity.
The Company's auditor Crowe Horwath, LLP, in Louisville, Kentucky,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
"the Company has incurred substantial losses in 2015, 2014 and
2013, largely as a result of asset impairments resulting from the
re-evaluation of fair value and ongoing operating expenses related
to the high volume of other real estate owned and non-performing
loans. In addition, the Company's bank subsidiary is not in
compliance with a regulatory enforcement order issued by its
primary federal regulator requiring, among other things, increased
minimum regulatory capital ratios as well as being involved in
various legal proceedings in which the Company disputes material
factual allegations against the Company. Additional losses,
adverse outcomes from legal proceedings or the continued inability
to comply with the regulatory enforcement order may result in
additional adverse regulatory action. These events raise
substantial doubt about the Company's ability to continue as a
going concern."
PRECISION OPTICS: Hershey Mgt., et al. Hold 16% Stake as of Nov. 22
-------------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Hershey Management I, LLC, Hershey strategic capital,
LP and Hershey Strategic Capital GP, LLC disclosed that as of
Nov. 22, 2016, they beneficially own 1,435,000 shares of common
stock, par value $0.01 per share, of Precision Optics Corporation,
Inc., which represents 16.2 percent of the shares outstanding.
Pursuant to a Securities Purchase Agreement, dated as of Nov. 22,
2016, among the Company, Hershey Strategic Capital, LP and other
investors, Hershey Strategic Capital, LP purchased from the Company
125,000 Units for a purchase price of $75,000. Each Unit
consisting of one share of Common Stock and one warrant to purchase
one-half of one share of Common Stock at a variable exercise
price.
The sources of funds used for the purchase by Hershey Strategic
Capital, LP was its working capital. None of the funds used in
connection with those purchases were borrowed by Hershey Strategic
Capital, LP.
A full-text copy of the regulatory filing is available at:
https://is.gd/x50fDo
About Precision Optics
Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982. The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems. The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.
Precision Optics reported a net loss of $1.03 million on $3.91
million of revenues for the year ended June 30, 2016, compared to a
net loss of $1.17 million on $3.91 million of revenues for the year
ended June 30, 2015.
As of Sept. 30, 2016, Precision Optics had $1.94 million in total
assets, $1.58 million in total liabilities and $354,665 in total
stockholders' equity.
Stowe & Degon LLC, in Westborough, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2016, citing that the Company has suffered
recurring net losses and negative cash flows from operations, which
raises substantial doubt about its ability to continue as a going
concern.
PREFERRED CONCRETE: Use of IRS Cash Collateral Until Feb. 8 OK
--------------------------------------------------------------
Judge Thomas M. Lynch of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized Preferred Concrete & Excavating
Inc. to use the Internal Revenue Service's cash collateral on an
interim basis, until Feb. 8, 2017.
The Debtor is indebted to the IRS for an assessed tax liability,
which imposed a lien in favor of the IRS on all of the Debtor's
property. The IRS has a perfected first priority security interest
on all the Debtor's property and rights to property.
The Debtor was directed to make monthly adequate protection
payments to the IRS in the amount of $3,348. The IRS was granted
valid, binding, enforceable and perfected liens and security
interests in and on any of the Debtor's currently-owned collateral
or collateral acquired since the Petition Date.
A status hearing on the Debtor's right to use cash collateral is
scheduled on February 1, 2017 at 10:30 a.m.
A full-text copy of the Interim Order, dated Nov. 30, 2016, is
available at
http://bankrupt.com/misc/PreferredConcrete2016_1681114_73.pdf
About Preferred Concrete & Excavating
Preferred Concrete & Excavating, Inc., is a union concrete
contractor engaged in concrete in construction in Northern Illinois
and surrounding areas for the past 14 years. The Debtor has
approximately 10 employees.
Preferred Concrete filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ill. Case No. 16-81114) on May 4, 2016. The petition
was signed by Gerald Hartman, president. The Debtor is represented
by O. Allan Fridman, Esq., at the Law Office of O. Allan Fridman.
The Debtor estimated assets at $0 to $50,000 and liabilities at
$100,000 to $500,000 at the time of the filing.
PUSHMATAHA HOSPITAL: Court Allows Cash Collateral Use
-----------------------------------------------------
Judge Tom R. Cornish of the U.S. Bankruptcy Court for the Eastern
District of Oklahoma authorized Pushmataha County - City of Antlers
Hospital Authority to use cash collateral, pursuant to the terms
of a Stipulation between the Debtor and its secured lenders
InterBank, the United States of America, acting through the United
States Department of Agriculture Rural Housing Service, and
FirstBank.
As previously reported in the Troubled Company Reporter, the
relevant terms of the Stipulation, among others, are:
(1) The Debtor is authorized to use cash collateral for all
ordinary and necessary expenditures.
(2) The Debtor grants InterBank, RHS and FirstBank replacement
liens on all postpetition cash collateral of the same type, and in
the same priority, as each had prepetition in order to secure their
respective prepetition debt, in the amount of the cash collateral
used by the Debtor.
(3) In addition to the replacement liens, if and to the extent
that InterBank, RHS, or FirstBank has an unsecured claim for any
portion of the Debtor's obligations arising from its use of cash
collateral, the unsecured claim will have an administrative expense
priority.
(4) The specified term of the Stipulation is 60 days from Oct.
21, 2016, the date of entry. The parties have agreed that the
Stipulation may be continued, by either another definite time
period, or indefinitely, as the parties may agree, through the
filing of a Notice of Continuation.
Judge Cornish held that granting the Debtor authority to use cash
collateral is in the best interest of the Debtor, its estate, and
creditors. He acknowledged that the Debtor has an immediate and
critical need to use cash collateral to operate the Hospital and to
avoid irreparable harm to the Debtor and to the community it
serves.
A full-text copy of the Order, dated November 30, 2016, is
available at
http://bankrupt.com/misc/PushmatahaCounty2016_1681001_46.pdf
About Pushmataha County -
City of Antlers Hospital Authority
Pushmataha County - City of Antlers Hospital Authority filed a
Chapter 9 petition (Bankr. E.D. Okla. Case No. 16-81001) on Sept.
23, 2016. The petition was signed by David Smith, chairman. The
Debtor is represented by Jeffrey E. Tate, Esq., at Christensen Law
Group, P.L.L.C. The Debtor estimated assets at $0 to $50,000 and
liabilities at $1 million to $10 million at the time of the
filing.
The Debtor is a public trust that operates Pushmataha Hospital
located in Antlers, Oklahoma. The Hospital is a 25 bed, general
medical hospital in Antlers, Oklahoma. It provides a wide array of
in-patient and out-patient health care services. The Hospital's
24-hour emergency department treats approximately 5,000 patients
annually. The emergency department has four beds, including one
trauma room. It is supported by 24-hour coverage of testing
facilities, including laboratory and radiology.
QUANTUM CORP: Reschedules Annual Meeting to March 31
----------------------------------------------------
The Board of Directors of Quantum Corporation determined to change
the date of Quantum's next annual meeting of stockholders from Jan.
31, 2017, to March 31, 2017. The Board of Directors will set a new
record date and a new nomination deadline for the rescheduled
annual meeting in due course.
About Quantum Corp.
Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive. Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.
For the year ended March 31, 2016, Quantum Corp reported a net loss
of $74.68 million following net income of $16.76 million for the
year ended March 31, 2015.
As of Sept. 30, 2016, Quantum had $220.9 million in total assets,
$344.3 million in total liabilities and a total stockholders'
deficit of $123.4 million.
RAYMOND SANCHEZ: Jan. 4 Disclosure Statement Hearing
----------------------------------------------------
Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida, Fort Lauderdale Division, has scheduled a
hearing on Jan 4, 2017, at 10:00 A.M to consider approval of the
disclosure statement and plan of reorganization filed by Raymond
Sanchez on Oct 13, 2016.
Dec. 27, 2016 is the deadline for filing and serving objections to
the disclosure statement.
As reported by the Troubled Company Reporter on Oct. 24, 2016, the
plan proposes to make 60 equal payments of $300 to unsecured
creditors, which assert a total of $76,320 in claims.
A full-text copy of the disclosure statement is available for free
at:
https://is.gd/QKZkXW
About Raymond Sanchez
Raymond Sanchez sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S. D. Fla. Case No. 16-14981) on April 6,
2016.
RED HILLS: Plan Confirmation Hearing on Jan. 5
----------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey conditionally approved Red Hills Industrial
Park Inc.'s disclosure statement and accompanying plan of
reorganization.
Dec. 29, 2016 is fixed as the last day for filing and serving
written objections to the Disclosure Statement and confirmation of
the Plan.
Dec. 29, 2016 is fixed as the last day for filing written
acceptances or rejections of the Plan under D.N.J. LBR 3018-2.
A hearing will be held on Jan. 5, 2017 at 10:00 A.M. for final
approval of the Disclosure Statement and for confirmation of the
Plan.
About Red Hills Industrial
Red Hills Industrial Park Inc. sought protection under Chapter 11
of the Bankruptcy Code in the District of New Jersey (Trenton)
(Case No. 16-14866) on March 16, 2016. The petition was signed by
Walter Andresen, president.
The Debtor is represented by Andre L. Kydala, Esq., at Law Firm of
Andre L. Kydala. The case is assigned to Judge Michael B. Kaplan.
The Debtor disclosed total assets of $1.5 million and total debts
of $1.04 million.
RENNOVA HEALTH: Francisco Roca Reports 11.2% Stake as of Sept. 21
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Francisco Roca, III reported that as of Sept. 21, 2016,
he may be deemed to beneficially own 6,477,246 shares of common
stock of Rennova Health, Inc. (or approximately 11.2% of the total
number of Shares deemed outstanding), which consists of (i)
3,739,847 Shares, (ii) 2,000,000 stock options owned of record by
Mr. Roca to purchase a like number of Shares, and (iii) 737,399
warrants owned of record by Mr. Roca, to purchase a like number of
Shares; all as to which Mr. Roca has sole dispositive and voting
power. A full-text copy of the regulatory filing is available at:
https://is.gd/uIzCKA
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.
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.
As of Sept. 30, 2016, Rennova Health had $10.19 million in total
assets, $20.23 million in total liabilities and a total
stockholders' deficit of $10.03 million.
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."
REPUBLIC AIRWAYS: Unsecureds To Receive Cash or New Common Stock
----------------------------------------------------------------
Republic Airways Holdings Inc., et al., filed with the U.S.
Bankruptcy Court for the Southern District of New York a disclosure
statement for the Debtors' joint plan of reorganization.
Under the Plan, (i) each holder of Class 3(a) General Unsecured
Claims (Consolidated Debtors) in an aggregate amount equal to or
less than $500,000 will receive, in respect of all of its allowed
Class 3(a) General Unsecured Claims, distribution(s) of cash, up to
a maximum distribution unless the creditor elects on its ballot to
receive its pro rata share of the new common stock; and (ii) each
holder of one or more Allowed Class 3(a) General Unsecured Claims
in an aggregate amount greater than $500,000 will receive its pro
rata share of the new common stock on account of the allowed amount
of the claim(s), unless it elects on its ballot to reduce the
allowed amount of its Class 3(a) General Unsecured Claim(s) to
$500,000 and to receive cash in lieu of its pro rata share of the
new common stock, in which case the creditor will receive cash in
respect of all of its allowed Class 3(a) Claims.
For the purpose of determining eligibility to receive cash
distributions, the aggregate amount of allowed Class 3(a) Claims
held by a single holder will be calculated as the sum of all
allowed Class 3(a) Claims held by the holder and all the affiliates
of the holder; provided, further that allowed Class 3(a) Claims
that were transferred to a holder from a non-affiliate of the
holder in accordance with the claims trading court order will only
be aggregated with other transferred Class 3(a) Claims held by the
holder to the extent such Class 3(a) Claims were received by the
holder from the same transferee or an affiliate of the transferee.
The distributions will be in full and final satisfaction,
settlement, release, and discharge of, and exchange for, all
allowed Class 3(a) Claims held by the holder. The Debtors estimate
that allowed General Unsecured Claims will aggregate approximately
$1 billion.
Distributions to the holders of allowed Class 3(a) Claims will be
limited to (i) cash distributions from the Consolidated Debtors'
cash on hand and (ii) a pro rata share of the new common stock to
be issued by Restructured RAH. Class 3(a) is impaired by the Plan.
Accordingly, the holders of claims in Class 3(a) are entitled to
vote to accept or reject the Plan.
Class 3(b) -- General Unsecured Claims; (MAGI) Class 3(c) --
General Unsecured Claims (Midwest); Class 3(d) -- General Unsecured
Claims (Skyway); contain all General Unsecured Claims against the
liquidating debtors. Holders of Class 3(b) to 3(d) Claims will
neither receive any distributions nor retain any property on
account of the claims and are impaired by the Plan. Classes 3(b)
to 3(d) are deemed to reject the Plan and the holders of Claims in
Class 3(b) – 3(d) are not entitled to vote.
The Debtors have sought and obtained the Court's authority to merge
Shuttle into Republic Airline. Republic Airline and Shuttle will
be merged effective Jan. 31, 2017. The parties intend that for
U.S. federal income tax purposes any merger of Shuttle into
Republic Airline prior to the Effective Date will constitute an
initial step in, and part of a plan with, the transactions
described in the Plan.
Pursuant to the Plan, on the Effective Date, all Interests in RAH
will be cancelled. As of the Effective Date, the authorized
capital stock of Reorganized RAH will consist of 50,000,000 shares
of new common stock. It is estimated that an aggregate of
approximately 20,000,000 shares will be issued pursuant to the
Plan. Any holder of shares of new common stock will be required to
enter into the stockholders agreement, whether the holder acquires
the shares as of the Effective Date or subsequent thereto. The new
common stock will also be subject to certain restrictions and
limitations as set forth in the Amended Certificate of
Incorporation to ensure compliance with applicable federal
regulations relating to air carriers. The new common stock, when
issued or distributed, will be duly authorized, validly issued and,
if applicable, fully paid and non-assessable. Each distribution
and issuance of the new common stock will be governed by the terms
and conditions set forth in the Plan applicable to distribution or
issuance and by the terms and conditions of the instruments
evidencing or relating to the distribution or issuance, which terms
and conditions will bind each person receiving the distribution or
issuance.
The Disclosure Statement is available at:
http://bankrupt.com/misc/nysb16-10429-1190.pdf
The Plan was filed by the Debtors' counsel:
Bruce R. Zirinsky, Esq.
Sharon J. Richardson, Esq.
Gary D. Ticoll, Esq.
ZIRINSKY LAW PARTNERS PLLC
375 Park Avenue, Suite 2607
New York, New York 10152
Tel: (212) 763-0192
E-mail: bzirinsky@zirinskylaw.com
srichardson@zirinskylaw.com
gticoll@zirinskylaw.com
-- and --
Christopher K. Kiplok, Esq.
HUGHES HUBBARD & REED LLP
One Battery Park Plaza
New York, New York 10004
Tel: (212) 837-6000
E-mail: chris.kiplok@hugheshubbard.com
About Republic Airways
Based in Indianapolis, Indiana, Republic Airways Holdings Inc.,
(OTCMKTS:RJETQ) owns Republic Airline and Shuttle America
Corporation. Republic Airline and Shuttle America --
http://www.rjet.com/-- offer approximately 1,000 flights daily to
105 cities in 38 states, Canada, the Caribbean and the Bahamas
through Republic's fixed-fee codeshare agreements under our major
airline partner brands of American Eagle, Delta Connection and
United Express. The airlines currently employ about 6,000
Aviation professionals.
Republic Airways Holdings Inc. and six affiliated debtors each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
16-10429) on Feb. 25, 2016. The petitions were signed by Joseph P.
Allman as senior vice president and chief financial officer. Judge
Sean H. Lane has been assigned the cases.
As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.
Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP
is the independent auditor. Prime Clerk is the claims and noticing
agent.
The U.S. Trustee for Region 2 appointed seven creditors of Republic
Airways Holdings Inc. to serve on the official committee of
unsecured creditors. The Committee retained Morrison & Foerster
LLP as attorneys and Imperial Capital, LLC, as investment banker
and co-financial advisor.
RESOLUTE ENERGY: Unit Amends Purchase Contract with Kinder Morgan
-----------------------------------------------------------------
Resolute Natural Resources Company, LLC, a wholly owned subsidiary
of Resolute Energy Corporation, and Kinder Morgan CO2 Company, L.P.
entered into an amendment to the Product Sale and Purchase Contract
dated July 1, 2007. The Amendment, which is effective Oct. 1,
2016, modified the annual and aggregate volume commitments for CO2
purchases under the contract and also provides for other
administrative amendments.
About Resolute Energy Corporation
Resolute Energy Corp. -- http://www.resoluteenergy.com/-- is an
independent oil and gas company focused on the acquisition,
exploration, exploitation and development of oil and gas
properties, with a particular emphasis on liquids focused,
long-lived onshore U.S. opportunities. Resolute's properties are
located in the Paradox Basin in Utah and the Permian Basin in Texas
and New Mexico.
Resolute reported a net loss of $742 million in 2015, a net loss of
$21.9 million in 2014, and a net loss of $114 million in 2013.
As of Sept. 30, 2016, Resolute Energy had $294.9 million in total
assets, $634.0 million in total liabilities, and a total
stockholders' deficit of $339.1 million.
* * *
As reported by the TCR on Sept. 26, 2016, Moody's Investors
Service, upgraded Resolute Energy's Corporate Family Rating (CFR)
to 'Caa2' from 'Caa3', the Probability of Default Rating to Caa2-PD
from Caa3-PD and its senior unsecured notes rating to 'Caa3' from
'Ca'. The Speculative Grade Liquidity rating was affirmed at
SGL-3. The rating outlook was changed to positive from stable.
"The upgrade to Caa2 reflects Resolute's improved production and
drilling economics, which provide good visibility to continued
growth in a mid $40s oil price environment without increasing debt.
While leverage remains high, we expect moderation in the company's
reserve- and production-based debt metrics from significant
production growth at very competitive drillbit costs," noted John
Thieroff, Moody's VP-senior analyst.
RESPONSE BIOMEDICAL: Cancels Registration of Securities Under Plans
-------------------------------------------------------------------
Response Biomedical Corp. filed with the Securities and Exchange
Commission post-effective amendments relating to these statements
on Form S-8 previously filed by the Company with the SEC:
(1) Registration Statement No. 333-211494 filed on May 20,
2016, pertaining to the offering by the Company of up to an
aggregate of 496,262 shares of the Company's common stock,
without par value per share to be issued under (i) the
Restricted Share Unit Plan, and (ii) the Non-Employee
Directors Deferred Share Unit Plan;
(2) Registration Statement No. 333-189470 filed on June 20,
2013, pertaining to the offering by the Company of up to an
aggregate of 1,644,414 shares of the Company's Common Stock
to be issued under (i) the Amended and Restated 2008 Stock
Option Plan, (ii) the Restricted Share Unit Plan, and (iii)
the Non-Employee Directors Deferred Share Unit Plan;
(3) Registration Statement No. 333-183457 filed on Aug. 20,
2012, pertaining to the offering by the Company of up to an
aggregate of 24,200,000 shares of the Company's Common
Stock to be issued under the 2008 Stock Option Plan, as
Amended Effective as of June 19, 2012;
(4) Registration Statement No. 333-146900 filed on Oct. 24,
2007, pertaining to the offering by the Company of up to an
aggregate of 5,500,000 shares of the Company's Common Stock
to be issued under the Stock Option Plan Effective May 3,
2005; and
(5) Registration Statement No. 333-126275 filed on June 30,
2005, pertaining to the offering by the Company of up to an
aggregate of 11,500,000 shares of the Company's Common
Stock to be issued under (i) the Stock Option Plan
Effective May 3, 2005, and (ii) the 1996 Stock Option Plan.
On Nov. 29, 2016, pursuant to the Arrangement Agreement, dated as
of June 15, 2016, by and among the Company and 1077801 B.C. Ltd.
(the "Purchaser"), the Purchaser acquired all of the issued and
outstanding common stock of the Company, and the Company became a
wholly-owned subsidiary of the Purchaser.
In connection with the transactions contemplated by the Arrangement
Agreement, the offering of the Company's securities pursuant to the
Registration Statements has been terminated as of the date hereof.
The Company removes from registration all those securities
registered under the Registration Statements that remain unsold.
About Response Biomedical
Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform. The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample. Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information. Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.
Response Biomedical reported a net loss of C$150,000 on C$15.4
million of total revenue for the year ended Dec. 31, 2015, compared
to a net loss of C$2.09 million on C$11.01 million of total revenue
for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Response Biomedical had C$10.35 million in
total assets, C$12.51 million in total liabilities and a total
shareholders' deficit of C$2.16 million.
PricewaterhouseCoopers LLP, in Vancouver, Canada, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the company has incurred
recurring losses from operations and has an accumulated deficit at
Dec. 31, 2015, that raises substantial doubt about its ability to
continue as a going concern.
RESPONSE BIOMEDICAL: OrbiMed, et al., No Longer Own Common Shares
-----------------------------------------------------------------
OrbiMed Advisors LLC, OrbiMed Advisors Limited, OrbiMed Asia GP,
LP, OrbiMed Capital GP III LLC and Samuel D. Isaly disclosed in an
amended Schedule 13D filed with the Securities and Exchange
Commission that as of Nov. 29, 2016, they have ceased to
beneficially own common shares, without par value, of Response
Biomedical Corp.
On June 16, 2016 the Response Biomedical entered into a plan of
arrangement with 1077801 B.C. Ltd., a company owned by certain
OrbiMed funds and Shanghai Runda Medical Technology Co., Ltd.,
pursuant to which Acquireco would acquire all of the outstanding
Shares (except for Shares held by certain rollover shareholders who
will instead receive shares of the Acquireco on a 1:1 ratio) at a
price of CDN $1.12 per Share in cash. The consummation of the
transactions contemplated by the Arrangement Agreement was subject
to certain closing conditions including the adoption of the
Arrangement Agreement by at least two-thirds of the votes at the
Special Meeting and certain regulatory, court and stock exchange
consents. Upon the consummation of the Arrangement Agreement, the
Issuer would become a wholly-owned subsidiary of Acquireco.
On Sept. 16, 2016, at a special meeting of the Company's
shareholders, the Company's shareholders voted to approve the
Arrangement Agreement and the consummation of the statutory plan of
arrangement under the Business Corporations Act (British Columbia)
pursuant to which Acquireco would acquire all of the issued and
outstanding common stock of the Company.
On Sept. 19, 2016, the Supreme Court of British Columbia approved
the Arrangement.
On Nov. 29, 2016, the Company consummated the Arrangement pursuant
to the terms of the Arrangement Agreement and the Company became a
wholly-owned subsidiary of Acquireco. At the effective time of the
Arrangement, each share of the Company's common stock, without par
value per share, issued and outstanding immediately prior to the
Effective Time, other than certain excluded shares, was converted
into the right to receive CDN $1.12 in cash, without interest and
less any applicable withholding taxes.
As a result of the Arrangement, the Company's common stock has
ceased to trade on the Toronto Stock Exchange and from quotation on
the OTC market. The Company intends to file with the SEC a
certification and notice of termination on Form 15 to terminate or
suspend its reporting obligations under Sections 13(a) and 15(d) of
the Securities Exchange Act of 1934, as amended, as promptly as
practicable.
A full-text copy of the regulatory filing is available at:
https://is.gd/Q6gMkA
About Response Biomedical
Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform. The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample. Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information. Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.
Response Biomedical reported a net loss of C$150,000 on C$15.4
million of total revenue for the year ended Dec. 31, 2015, compared
to a net loss of C$2.09 million on C$11.01 million of total revenue
for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Response Biomedical had C$10.35 million in
total assets, C$12.51 million in total liabilities and a total
shareholders' deficit of C$2.16 million.
PricewaterhouseCoopers LLP, in Vancouver, Canada, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the company has incurred
recurring losses from operations and has an accumulated deficit at
Dec. 31, 2015, that raises substantial doubt about its ability to
continue as a going concern.
RESPONSE BIOMEDICAL: Suspending Filing of Reports with SEC
----------------------------------------------------------
Response Biomedical Corp. filed a Form 15 with the Securities and
Exchange Commission notifying the termination of registration of
its common stock, without par value, under Section 12(g) of the
Securities Exchange Act of 1934. As a result of the Form 15
filing, the Company is not anymore obligated to file periodic
reports with the SEC.
About Response Biomedical
Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform. The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample. Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information. Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.
Response Biomedical reported a net loss of C$150,000 on C$15.4
million of total revenue for the year ended Dec. 31, 2015, compared
to a net loss of C$2.09 million on C$11.01 million of total revenue
for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Response Biomedical had C$10.35 million in
total assets, C$12.51 million in total liabilities and a total
shareholders' deficit of C$2.16 million.
PricewaterhouseCoopers LLP, in Vancouver, Canada, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the company has incurred
recurring losses from operations and has an accumulated deficit at
Dec. 31, 2015, that raises substantial doubt about its ability to
continue as a going concern.
RICEBRAN TECHNOLOGIES: John Short Resigns from Board
----------------------------------------------------
As previously reported, John Short resigned from Ricrebran
Technologies' board of directors, which resignation was to be
effective upon the Company's satisfaction of certain conditions.
The Company said it satisfied these conditions on Nov. 29, 2016,
and therefore the effective date of Mr. Short's resignation from
the Company’s board of directors was Nov. 29, 2016.
About RiceBran
Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.
RiceBran reported a net loss of $10.6 million on $39.9 million of
revenues for the year ended Dec. 31, 2015, compared to a net loss
of $26.6 million on $40.10 million of revenues for the year ended
Dec. 31, 2014.
As of Sept. 30, 2016, RiceBran had $31.22 million in total assets,
$31.86 million in total liabilities, $551,000 in total temporary
equity and a total deficit of $1.19 million.
The Company's auditors Marcum LLP, in New York, NY, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has suffered
recurring losses from operations resulting in an accumulated
deficit of $251 million at December 31, 2015. This factor among
other things, raises substantial doubt about its ability to
continue as a going concern.
RICHARD HELFAND: Court Approves Disclosure Statement
----------------------------------------------------
The Hon. Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas has approved Richard Helfand and Vicki Lieberman
Helfand's amended disclosure statement dated Nov. 15, 2016,
referring to the plan of reorganization.
As reported by the Troubled Company Reporter on Oct. 20, 2016, the
Court set for Nov. 23, 2016, at 10:30 a.m. the hearing to consider
the approval of the Debtors' disclosure statement referring to the
plan of reorganization dated Oct. 5, 2016.
Richard Helfand is the sole member of Panethiere & Helfand LLC, a
Kansas City labor law firm.
Richard Helfand and Vicki Lieberman Helfand filed for Chapter 11
bankruptcy protection (Bankr. D. Kan. Case No. 16-10175) on Feb.
17, 2016. The Debtors filed for Chapter 11 protection to
facilitate the sale of their home in Leawood, Kansas, which was in
a foreclosure action.
Edward J. Nazar, Esq., at the Hinkle Law Firm LLC, serves as the
Debtor's counsel.
RICK KHOMAL BENISASIA: Plan Confirmation Hearing Set for Jan 10
---------------------------------------------------------------
The Hon. Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Beach Division, has issued
an order approving the disclosure statement filed by Rick Khomal
and Prabhjot Kaur Benisasia describing their plan of
reorganization.
The court has set a hearing to consider confirmation of the plan on
Jan. 10, 2017 at 10:00 A.M at the U.S. Bankruptcy Court 1515 North
Flagler Drive Courtroom A, 8th Floor West Palm Beach, Florida
33401. The confirmation hearing may be continued to a future date
by notice given in open court at the confirmation hearing.
The last day for filing and serving objections to confirmation of
the plan is on Dec 27, 2016.
The last day for filing a ballot accepting or rejecting the plan is
on Dec 27, 2016
The last day for filing and serving objections to claims is on Dec
1, 2016.
As reported by the Troubled Company Reporter on Sept. 30, 2016,
general unsecured creditors will be paid 100% of their Class 5
claims under the plan. A copy of the disclosure statement is
available for free at https://is.gd/4cIXUi
About The Benisasias
Rick Khomal and Prabhjot Kaur Benisasia are residents of Palm Beach
County, Florida, who own and manage Seaspray Resort, Ltd.
Seaspray, a company previously in bankruptcy, owns a commercial
property and operates as a hotel and resort facility, which the
Debtors manage, with restaurant space and one manager's apartment.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 16-11593) on Feb. 3, 2016.
RITCHIE BROS: Moody's Assigns Ba3 CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned first time corporate family and
probability of default ratings of Ba3 and Ba3-PD, respectively, to
Ritchie Bros. Auctioneers Incorporated. Moody's also assigned Ba2
ratings to the senior secured credit facilities, a B2 rating to the
senior unsecured notes and an SGL 2 speculative grade liquidity
rating. The rating outlook is stable.
The proceeds from the i) $500 senior notes, ii) $675 million senior
secured revolver (of which about $59 million will be drawn at
closing), iii) $325 million delayed draw senior secured term loan
(TL) (which can only be used to acquire IronPlanet), iv) about $92
million cash from the balance sheet and v) roll-over equity options
will be used to i) purchase IronPlanet Holdings, Inc. (IP) for
about $784.3 million, ii) repay existing RBA debt of about $148
million and iii) leave about $81 million of cash on the balance
sheet. RBA is expected to acquire IP (subject to regulatory
approval) in the second half of 2017.
The assigned ratings are contingent upon the closing of the IP
acquisition. If the IP transaction does not close, all the ratings
will be withdrawn.
RATINGS RATIONALE
The ratings are supported by RBA's leading position in industrial
auctions, in particular for its core business of live unreserved
auctions, with good brand awareness and customer loyalty. It also
reflects moderate pro forma leverage of about 3.8x (on a Moody's
adjusted basis, at Sept. 30, 2016) high 30% EBITDA margins and
mid-single digit free cash flow (FCF) to debt (measured after
dividends). The acquisition of IronPlanet will substantially
enhance RBA's online industrial auction presence, which is expected
to be a strong revenue growth area, albeit off a small base
currently. The rating also reflects exposure to multiple industry
sectors for its auction products.
The Ba3 CFR is constrained by integration risks relating to the
acquisition of IP (on top of other recent acquisitions), RBA's
small scale relative to many Ba3 rated service companies, and the
competitive and fragmented market place in which it operates.
Profitability can fluctuate based on regional and global economic
and construction activity. As a large portion of RBA's cost are
fixed, profitability can fall substantially if revenue declines.
Losses may occur too on RBA's guarantee and inventory contracts and
advances to consignors.
The SGL-2 speculative grade liquidity rating reflects good based on
a cash balance of about $81 million and approximately $615 million
undrawn under the $675 million Revolver at closing. For 2017 we
expect FCF of about $40 million or greater (measured after
dividends) and significant availability to remain under the
Revolver. Moody's anticipates adequate cushion under the financial
covenants of the credit facilities. The TL is anticipated to
amortize 5% / 5% / 10% / 10% / 10%, per annum over 5 years,
respectively, with a bullet due at maturity.
Prior to RBA's proposed acquisition of IP the senior credit
facilities are unsecured. Upon RBA's acquisition of IP the senior
credit facilities become secured. However, following the
acquisition of IP if RBA i) obtains an investment grade rating from
Moody's or S&P or ii) gross leverage is less than or equal to 3x
for 2 consecutive fiscal quarters, RBA (at its sole discretion) may
permanently release the collateral securing the senior credit
facilities ("Collateral Release Event" / "CRE"). If this occurs,
financial covenants in the credit facility would require RBA to
maintain gross leverage of no greater than 3.0x at all times.
The Ba2 rating on the senior secured credit facilities reflect the
security package that will be in place upon closing of the IP
acquisition. If a CRE were to occur, the capital structure would
become unsecured and consequently both the bank credit facilities
and the unsecured note ratings could migrate towards the level of
the corporate family rating.
The debt instrument ratings were determined using Moody's Loss
Given Default Methodology. The senior secured credit facilities
are rated Ba2 (LGD 3), one notch up from the corporate family
rating, while the senior unsecured note is rated B2 (LGD 5), two
notches down from the corporate family rating. The notching is
driven by the relative position and proportions of secured and
unsecured debt in the capital structure.
The stable outlook reflects Moody's expectation of mid-single digit
percentage revenue growth, EBITDA margins (on a Moody's adjusted
basis) in the upper 30% and FCF to debt in the mid-single digit
percentages over the next year. Moody's also expects that debt to
EBITDA (Moody's adjusted) will decline to about 3.2x over the next
year. Additionally, the stable outlook reflects our expectation
that the material weaknesses identified in IP's internal controls
for its financial reporting in FY 2014 and FY 2015 will not
complicate the integration.
The ratings could be upgraded if RBA is likely to sustain solid
organic revenue growth and improving EBITDA margins, while
achieving and sustaining adjusted debt to EBITDA around 2.5x and
FCF to debt of about 15%. Also, a commitment from RBA to maintain
conservative financial policies would be needed.
The ratings could be lowered if there is a deterioration in
business fundamentals, evidenced by organic revenue declines,
profitability declines or a change in financial policy, such that
debt to EBITDA (Moody's adjusted) is sustained above 4x.
These ratings were assigned:
Issuer: Ritchie Bros. Auctioneers Incorporated
Corporate Family Rating -- Ba3
Probability of Default Rating -- Ba3-PD
Speculative Grade Liquidity Rating - SGL 2
Senior Secured Revolving Credit Facilities -- Ba2 (LGD 3)
Senior Secured Term Loan (delayed draw) -- Ba2 (LGD 3)
Senior Unsecured Notes - B2 (LGD 5)
Outlook – Stable
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Ritchie Bros (RBA), headquartered in Canada, is one of the world's
largest industrial auctioneers and used equipment distributors,
selling more than $4.2 billion of used equipment and other assets
during 2015. For Dec. 31, 2016, (estimated) RBA is projected to
have net revenues of about US$694 million pro forma for the
acquisition of IronPlanet.
ROMA'S STEAK: January 12 Disclosure Statement Hearing
-----------------------------------------------------
Judge James J. Robinson of the U.S. Bankruptcy Court for the
Northern District of Alabama, Eastern Division will convene a
hearing on Jan 12, 2017, at 9:35 A.M. to consider the approval of
the disclosure statement filed by Roma's Steak and Pizzeria, Inc.
Dec 20, 2016, is fixed as the last day for filing and serving
written objections to the disclosure statement.
About Roma's Steak
Roma's Steak and Pizzeria, Inc. filed for Chapter 11 protection
(Bankr. N.D. Ala. Case No. 16-40260) on February 17, 2016. The
petition was signed by Zaharias J. Limberis, president. At the
time of filing, the Debtor had estimated assets of $0 to $50,000
and estimated debts of $50,000 to $100,000.
ROMA'S STEAK: Unsecureds To Get $603 Per Month Over 10 Years
------------------------------------------------------------
Roma's Steak and Pizzeria, Inc., filed with the U.S. Bankruptcy
Court for the Northern District of Alabama a disclosure statement
dated Nov. 21, 2016, referring to the Debtor's plan of
reorganization.
The Debtor estimates that unsecured claims in this case total
$62,491.37. The Debtor proposes to pay each of the unsecured
claimholders the allowed amount of their clam with 3% per annum
interest over 10 years in monthly installments estimated to be $603
per month.
Upon the confirmation of the Plan, all property of the estate will
vest in the Debtor. The Debtor will be discharged from any debt or
claim that arose before the confirmation of the Plan, whether or
not a proof of claim based on the debt or claim was filed or deemed
filed, the debt or claim was allowed, or, the holder of the debt or
claim has accepted the Plan.
Confirmation of the Plan will bind the Debtor and any creditors or
holders of claims or liens against the Debtor or the Debtor's
assets, whether or not the claim or lien is impaired under the Plan
and whether or not the creditor or lien holder has accepted the
Plan.
The Disclosure Statement is available at:
http://bankrupt.com/misc/alnb16-40260-97.pdf
The Plan was filed by the Debtor's counsel:
Harry P. Long, Esq.
P.O. Box 1468
Anniston, Alabama 36202
Tel: (256) 237-3266
E-mail: hlonglegal8@gmail.com
About Roma's Steak
Roma's Steak and Pizzeria, Inc., owns one of the oldest family
restaurants in Jacksonville, Alabama, serving good food, steaks and
pizzas.
The Debtor filed for Chapter 11 protection (Bankr. N.D. Ala. Case
No. 16-40260) on Feb. 17, 2016. The petition was signed by
Zaharias J. Limberis, president. The Debtor estimated assets of $0
to $50,000 and estimated debts of $50,000 to $100,000. Harry P.
Long, who has an office in Anniston, Alabama, is the Debtor's
bankruptcy counsel.
SANJECK LLP: Unsecured Creditors To Recoup 27% Over 60 Months
-------------------------------------------------------------
Sanjeck LLP filed with the U.S. Bankruptcy Court for the Northern
District of Texas a disclosure statement and a plan of
reorganization, dated Nov 22, 2016, which provides that Class 6 -
Allowed General Unsecured Claims will be paid pro-rata at a rate of
$500.00 per month by the Reorganized Debtor once Allowed over 60
months.
The payments shall commence on the first day of the month following
the Effective Date and shall continue on the first day of each
succeeding month thereafter until the end of the payment term as
defined herein. This is a 27% return to unsecured creditors.
Class 5 - Allowed Secured Claim of Wells Fargo will be for an
amount of $1, 1,105,743.22. This claim will be paid out fully in 60
months from the Effective Date and amortized over a period of 300
months, with interest at a rate of 5% per annum, accruing as of the
Confirmation Date. Payments (constituting payments of both
principal and interest) shall be made in equal monthly payments
based on a standard 25-year amortization. The first payment is due
on the first day of the first month following the Effective Date
and all subsequent payments shall continue on the first day of each
month thereafter until the allowed amount of the claim is paid in
full. This amount does not take into consideration the adequate
protection payments made by the Debtor.
The major source of funding for the Plan will come from the
Debtor's future income. To the extent
that the Debtor's business generates income, such income will be
used to fund the Plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txnb16-32818-11-30.pdf
About Sanjeck LLP
Sanjeck LLP filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
16-32818), on July 15, 2016. The petition was signed by Joel
Nwoke, limited partner. The case is assigned to Judge Stacey G.
Jernigan. The Debtor's counsel is Joyce W. Lindauer, Esq. of Joyce
W. Lindauer Attorney, PLLC. The Debtor disclosed $1.66 million in
assets and $1.29 million in liabilities.
SANTA ROSA ACADEMY: S&P Hikes School Revenue Bonds Rating to 'BB+'
------------------------------------------------------------------
S&P Global Ratings raised its long-term rating on the California
Municipal Finance Authority's series 2012 and series 2015 charter
school revenue bonds, issued for Santa Rosa Academy Inc. (SRA), to
'BB+' from 'BB'. The outlook is stable.
The upgrade reflects S&P's view of SRA's good maximum annual debt
service (MADS) coverage levels and good liquidity in line with the
'BB+' rating level. S&P also believes that SRA's enterprise
profile has strengthened as evidenced by the academy's positive
enrollment trends and robust waiting list. S&P believes SRA's
enterprise and financial profiles are commensurate with the 'BB+'
rating level following the successful completion of the academy's
construction project under budget.
The 'BB+' rating further reflects S&P's view of SRA's:
-- Fiscal 2015 operations that resulted in 1.32x pro forma
MADS coverage when considering the series 2015 bonds and
1.55x projected MADS coverage based on fiscal 2016
unaudited figures;
-- Improved cash levels that are projected to remain over 100
days through 2017 after considering restricted Proposition
39 funds totaling $300,000;
-- Consistently strong demand profile, as exhibited by a
history of significant enrollment growth with a large
waiting list and good academic performance; and
-- Good relationship with its sponsor district, which has
resulted in two, five-year renewals and the current charter
extending through 2019.
Partly offsetting the above strengths, in S&P's view, are:
-- Very high lease-adjusted MADS burden at 23% of fiscal 2015
expenses, which is projected to remain high after moderating
to 17.7% in 2016 based on unaudited results following
planned increased expenditures related to enrollment growth;
-- Limited historical coverage of pro forma MADS in excess of
covenanted levels, according to S&P's calculations, although
fiscal 2015 audited results and fiscal 2016 unaudited
results signal a trend that lessens the impact of this
factor as SRA's good demand profile positively affects
enrollment to an extent that supports continued solid
operating results following the series 2015 issuance; and
-- The inherent uncertainty associated with charter renewals
and revocation risk, with the final maturity of the bonds
exceeding the time horizon of the existing charter.
The stable outlook reflects S&P's expectation that during the
two-year outlook period, the charter school's operating performance
will not decline materially from its trend of historically
generating solid results. The outlook also reflects S&P's belief
that strong demand and operating performance will continue leading
to MADs coverage around levels commensurate with peers. S&P
believes that the balance sheet is highly leveraged but will
moderate over time as the operating base expands and debt is paid
down. SRA's debt burden will preclude a higher rating as long as
it remains out of line with higher rated peers, all other credit
factors being equal.
S&P could take a positive rating action if operating performance
continues to outperform budgeted expectations leading to MADs
coverage comparable to higher rated credits, days' cash improves
and is sustained at levels more in line with the 'BBB-' rating
level, and leverage declines to a level more consistent with a
higher rated peers while maintaining a good demand profile.
While S&P believes a lowered rating is unlikely, it would consider
taking a negative rating action if operations fall materially from
current levels, liquidity falls materially from projected fiscal
2016 levels, or if MADS coverage does not continue to exceed
covenanted levels and remain in line with 'BB+' rated peers.
Santa Rosa Academy, located in Menifee, Calif. (approximately 75
miles southeast of Los Angeles), is a kindergarten through grade 12
charter school, the charter for which Menifee Union Elementary
District first approved in April 2005 for a period of five years.
SCOUT MEDIA: Creditors Owed $800,000 Launch Involuntary Ch. 11
--------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy,
reported that Scout Media Inc.'s creditors say the online sports
publisher isn't paying its bills and are trying to force the
business, once owned by Fox Sports, into bankruptcy.
According to the report, in court papers filed with the U.S.
Bankruptcy Court in New York, three creditors launched an
involuntary chapter 11 proceeding against Scout Media, saying the
company is past due on a total of about $800,000.
In a statement, Scout Media President Craig Amazeen said the sports
network would continue operating normally but declined to comment
further, the WSJ related.
"Scout's best-in-class network of publishers will continue to
provide the premium content and dynamic communities that our
millions of users know and love," the report cited Mr. Amazeen as
saying.
The report, citing court papers, said LSC Communications Inc.,
which says it is owed a judgment for $672,000 for unpaid printing
services, and two vendors, Imatch Services LLC and On Safari Foods,
are behind the bankruptcy petition.
SCOUT MEDIA: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Scout Media, Inc.
1270 Avenue of the Americas
9th Floor
NY, NY 10020
9174107824
Case Number: 16-13369
Involuntary Chapter 11 Petition Date: December 1, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Petitioners' Counsel: Joy R. Grafton, Esq.
POPPER & GRAFTON
225 W 34th Street Suite 2209
New York, NY 10122
Tel: 212-290-2630
Fax: 212-290-2633
E-mail: pg-law@juno.com
Petitioner Nature of Claim Claim Amount
---------- --------------- ------------
Lsc communications, Inc. Judgment $671,651
fdba R.R. Donnelley &
Sons Co, andrew bokser
4101 Winfield Road
Warrensville, IL 60556
United States
Tel: 630-322-6971
On Safari Foods Foods Sold & $29,116
3317 3rd Avenue Delivered
Seattle, WA 98134
United States
2069329497
Imatch Work Labor & $81,613
1417 4th Avenue Services
Suite 800
Seattle, WA 98102
United States
Tel: 206-7483900
SEACOR HOLDINGS: Fitch Affirms 'B' IDR & Alters Outlook to Neg.
---------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of Seacor Holdings Inc. (SEACOR) at 'B', and revised the
Rating Outlook to Negative from Stable. The downward revision in
Outlook reflects Fitch's view that the offshore support vessel
down-cycle may be prolonged, causing SEACOR's credit metrics to
remain highly elevated until at least 2018.
Recovery in the off-shore sector will be delayed given persistently
low oil prices, high break-even oil prices needed to spur off-shore
capex spending and drilling, global over-supply of rigs and vessels
and opaque visibility regarding contracting trends.
SEACOR reported debt/EBITDA of 8.9x in the last 12 months (LTM) of
Sept. 30, 2016 compared to 5.3x for the same period in 2015.
Fitch's base case forecasts that SEACOR's mid-cycle leverage metric
excluding non-recourse SEA-Vista debt will remain well above 9.0x
over the forecast period.
SEACOR's ratings reflect adequate liquidity that consists of $471.2
million of unrestricted cash as of Sept. 30, 2016. SEACOR's
financial policy has always been to maintain large cash balances to
withstand sector volatility, and to opportunistically capitalize on
asset purchases during cyclical downturns. However, Fitch
anticipates potential cash outlays in 2017 that could reduce cash
balances below historical norms.
KEY RATING DRIVERS
WEAK OFFSHORE OILFIELD SERVICES MARKET
Offshore services is a key driver of Seacor's fundamentals, and
historically contributed approximately 50% to 60% of annual EBITDA.
In 2015, Offshore Marine Services' (OMS) contribution declined to
16% of EBITDA, and was a negligible contributor as of LTM Sept. 30,
2016. The outlook for offshore oilfield services remains extremely
weak, as rig demand will be softer over the medium term. E&P
companies continue to focus on balancing capital spending with
cashflows without sacrificing their balance sheets. This means that
capex has slowed in response to an uncertain price environment.
Seacor's exposure to the offshore market is primarily in North
America/Gulf of Mexico, where there is an oversupply of vessels,
and companies require $60-$65/barrel oil on average to economically
commence drilling projects. Despite some slight pick-up in capex
spending by E&Ps expected in the near term, it is Fitch's view that
the onshore shale segment will benefit first, with a lag in
offshore expected. Utilization rates and day rates for SEACOR (ex.
Wind-Farms) continue to slacken. Average fleet utilization
(excluding wind-farm) dropped to 47% as of Sept. 30, 2016 from 63%
in the same period a year ago. Day rates have dropped 25% from
$13,708/day to $10,336/day in the same period. SEACOR's fleet
renewal strategy of building, trading, and upgrading vessels to
maintain a younger, high-grade fleet should position it well for a
recovery, when it ultimately occurs. Since Fitch anticipates that
offshore rig demand will lag a recovery to supportive oil price
levels by at least six to 12 months, positioning a recovery in
oilfield services pivots to late 2018/early 2019 based on Fitch's
current price deck of a long-term price assumption of $65/barrel
post 2019.
SEGMENT DIVERSIFICATION PROVIDES COUNTERBALANCE
SEACOR benefits from its business diversification strategy, which
continues to offset weaker OMS results. The Inland River Services
(IRS) segment had historically experienced better results due to
strong crop yields and large grain export program, while the
Shipping Services (SS) segment has been buoyed by improving demand
for U.S.-flagged product tankers. Fitch believes that the company's
vessel and business diversification strategy should continue to be
a counterbalance, but weak commodity prices could act as a headwind
to production-linked vessel activity, although outlook for
petrochemicals and other liquids is promising. Furthermore, IRS is
expected to experience some near-term softness driven by weather
conditions, competition for vessels from other commodities (coal
and frack sand), and a strong dollar, which would be negative for
crop exports. On a consolidated basis, and during the forecast
period, Fitch estimates that SEACOR will incrementally benefit from
the (SS)segment driven by delivery of two already chartered
Sea-Vista tankers in 2016 and a third vessel in 2017, which should
help to counteract the deep downturn in the OMS segment. Finally,
while Illinois Corn Processing (ICP) has also experienced some
softness due to weaker corn-based ethanol margins, none of the
other segments has been as negatively impacted as OMS, thereby
shielding SEACOR on a consolidated basis from the deep slump in the
offshore drilling sector.
LEVERAGE PROFILE PRESSURE FORECASTED
Leverage metrics are anticipated to be pressured by weaker EBITDA
results with debt/EBITDA metrics, excluding non-recourse SEA-Vista
debt, forecast to be 18.8x, 11.1x, and 9.1x, respectively, in 2016,
2017, and 2018. Capital spending, excluding the three new-builds to
be funded by its non-recourse SEA-Vista affiliate, should remain
manageable over the medium term. SEACOR does not have major capital
commitment obligations at the moment. The base case assumes
continued security repurchases linked to the Board of Directors
previously approved securities repurchase plan that authorizes the
company to acquire securities through open- market purchases, or
privately negotiated transactions. On Feb. 26, 2016, SEACOR's Board
of Directors increased the company's repurchase authority for the
securities repurchase program to $200 million. As of Sept. 30,
2016, the company's repurchase authority for the securities was
$64.8 million, following repurchase activity of the 2.50% senior
unsecured convertibles and the 7.375% senior unsecured notes at
various points in 2016.
ADEQUATE NEAR-TERM LIQUIDITY POSITION
SEACOR's financial policy has always been to maintain large cash
balances to withstand sector volatility, and to opportunistically
capitalize on asset purchases during cyclical downturns. The
company had cash and equivalents, restricted cash, marketable
securities, and construction reserve funds of $715.2 million, as of
Sept. 30, 2016. Fitch notes that of the total liquidity, $161.9
million is comprised of restricted, non-fungible construction
reserve funds, $78.7 million of marketable securities, and $3.4
million of restricted cash. Other sources of liquidity are at the
asset level under the ICP revolving credit facility, the Sea-Vista
revolver, and term loan facilities, which are non-recourse,
non-guaranteed, and without cross-default or cross-acceleration
clauses to SEACOR.
MANAGEABLE NEAR-TERM MATURITIES PROFILE
The company has modest scheduled annual maturities through 2018
that represent principal repayments on asset-specific mortgages,
among other indebtedness. The most significant scheduled maturity
over the next five years is the remaining $173.4 million in 7.375%
senior notes due 2019 Fitch notes that the first put date for the
2.5% senior convertible notes is in December 2017 and the
conversion option is currently out-of-the-money based on the
conversion price relative to where SEACOR's stock is trading. Total
outstanding amount of the 2.5% senior convertible notes is $167.1
million. In addition, to the extent that the Seacor Marine Holdings
spin-off does not occur prior to Dec. 1, 2017, the holders of the
3.75% subsidiary convertible senior notes of 2022 may require
SEACOR to purchase for cash all or part of the notes at par on that
date; however, if the SMH spin-off is consummated, this put option
of $175 million would immediately terminate. In total, SEACOR has a
total of $356 million that could be put back to the company by
year-end 2017.
KEY ASSUMPTIONS
Fitch's key assumptions within our rating case for the issuer
include:
-- Continued weakness in OMS segment results in lower
utilization and day rates with an estimated market
inflection point in 2019.
-- IRS segment assumed to exhibit weaker results near term
driven by lower freight rates, and vessel oversupply.
-- SS segment cashflow growth given the scheduled delivery of
chartered SEA-Vista new-builds in 2016 and 2017. Stable
margins for SS throughout the forecast period.
-- ICP margins revert to mean levels resulting in typically
modest cashflow contributions.
-- Asset sales assumed to be challenged relative to historical
trends.
-- Capital spending forecast balanced with near-term capital
commitments.
-- Share buybacks and security purchases assumed to be more
measured in order to retain adequate liquidity with
projected levels of $65 million utilized between 2016 and
2017.
RATING SENSITIVITIES
Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:
-- Improvements in the offshore oil & gas market that result in
OMS utilization and day rate tailwinds;
-- Continued execution of management's favorable fleet strategy
that maintains manageable balance sheet and adjusted debt
metrics;
-- Maintenance of financial flexibility and balanced approach
to shareholder initiatives;
-- Mid-cycle debt/EBITDA, excluding non-recourse SEA-Vista
debt, around 5.0x on a sustained basis.
Fitch believes positive rating actions are unlikely over the near
term given the expected market headwinds for offshore support
vessels, and forecasted leverage profile.
Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:
-- Prolonged offshore oil & gas market downcycle that continues
to weaken OMS utilization and day rate outlook beyond
already depressed levels;
-- Significant shifts in commodity transportation and
consumption dynamics that further lowers IRS and SS volume
and price expectations;
-- Robust asset-level financing structures that lead to a
dilution of asset quality and heighten cash flow risks;
-- Heightened level of share repurchases and/or commencement of
dividend payments inconsistent with the expected cashflow
profile;
-- Material decline in liquidity position that hampers
financial flexibility such as the exercise of the put option
by the holders of the 3.75% subsidiary convertible senior
note.
Rating actions will be closely linked to management's ability to
manage its leverage profile and maintain financial flexibility in a
prolonged weaker offshore support vessel market environment.
LIQUIDITY
SEACOR's financial policy has always been to maintain large cash
balances to withstand sector volatility, and to opportunistically
capitalize on asset purchases during cyclical downturns. The
company had cash and equivalents, restricted cash, marketable
securities, and construction reserve funds of $715.2 million, as of
Sept. 30, 2016. Fitch notes that of the total liquidity, $161.9
million consists of restricted, non-fungible construction reserve
funds, $78.7 million of marketable securities, and $3.4 million of
restricted cash.
FULL LIST OF RATING ACTIONS
Seacor Holdings, Inc.
-- Long-Term IDR affirmed at 'B', Outlook revised to Negative
from Stable;
-- Senior unsecured notes affirmed at 'B+/RR3'.
SEANERGY MARITIME: Takes Delivery of Capesize Vessel M/V Lordship
-----------------------------------------------------------------
Seanergy Maritime Holdings Corp. announced that it has taken
delivery of a 178,838 dwt Capesize dry bulk vessel, renamed to M/V
Lordship and built in 2010 by Hyundai Heavy Industries in South
Korea. The M/V Lordship is the first of two Capesize vessels that
the Company has agreed to acquire for a gross purchase price of
$20.75 million per vessel. The second Capesize vessel, of 178,978
dwt and to be renamed M/V Knightship, also built in 2010 by Hyundai
Heavy Industries, is expected to be delivered to the Company during
December 2016.
About Seanergy
Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities. The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels. Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.
For the year ended Dec. 31, 2015, the Company reported a net loss
of US$8.95 million on US$11.2 million of net vessel revenue
compared to net income of US$80.3 million on US$2.01 million of
net vessel revenue for the year ended Dec. 31, 2014.
As of June 30, 2016, the Company had US$204.63 million in total
assets, US$183.73 million in total liabilities and uS$20.90
million in total stockholders' equity.
Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2015, citing that the Company reports a working capital deficit and
estimates that it may not be able to generate sufficient cash flow
to meet its obligations and sustain its continuing operations for a
reasonable period of time, that in turn raise substantial doubt
about the Company's ability to continue as a going concern.
SEARS HOLDINGS: ESL Partners Holds 57.6% Equity Stake as of Dec. 1
------------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, these reporting persons disclosed that they may be
deemed to beneficially own the shares of Sears Holdings Corporation
common stock as of Dec. 1, 2016:
Number of Percentage
Shares of
Reporting Beneficially Outstanding
Person Owned Shares
--------- ------------ -----------
ESL Partners, L.P. 64,351,901 57.6%
SPE I Partners, LP 150,124 0.1%
SPE Master I, LP 193,341 0.2%
RBS Partners, L.P. 64,695,366 57.9%
ESL Investments, Inc. 64,695,366 57.9%
Edward S. Lampert 64,695,366 54.8%
The percentages are based upon 106,922,970 shares of Holdings
Common Stock outstanding as of Aug. 19, 2016, as disclosed in
Holdings' quarterly report on Form 10-Q for the quarter ended
July 30, 2016.
In grants of shares of Holdings Common Stock by Holdings on
Sept. 30, 2016, Oct. 31, 2016, and Nov. 30, 2016, pursuant to the
Extension Letter between Holdings and Mr. Lampert, Mr. Lampert
acquired an additional 66,372 shares of Holdings Common Stock. Mr.
Lampert received the shares of Holdings Common Stock as
consideration for serving as chief executive officer and no cash
consideration was paid by Mr. Lampert in connection with the
receipt of those shares of Holdings Common Stock.
On Dec. 1, 2016, Mr. Lampert, on behalf of himself and the other
Reporting Persons, met with representatives of Sears Hometown and
Outlet Stores, Inc. to propose that Sears Hometown consider
participating in the process as previously announced by Holdings
pursuant to which Holdings is evaluating alternatives for its
Kenmore, Craftsman and DieHard brands and its Sears Home Services
business. Mr. Lampert communicated that he and certain of the
other Reporting Persons would consider acquiring additional
securities of Sears Hometown in connection with any such
transaction. There can be no assurance that Sears Hometown will
pursue any transaction between Sears Hometown and Holdings or that
any such transaction will be completed.
A full-text copy of the regulatory filing is available at:
https://is.gd/cIfIu4
About Sears
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
Sears Holdings reported a net loss of $1.12 billion on $25.14
billion of revenues for the year ended Jan. 30, 2016, compared to a
net loss of $1.81 billion on $31.19 billion of revenues for the
year ended Jan. 31, 2015.
As of July 30, 2016, Holdings had $10.61 billion in total assets,
$13.30 billion in total liabilities and a total deficit of $2.69
billion.
* * *
Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'. The rating
outlook is stable.
The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy. He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."
As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.
Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.
SEARS HOLDINGS: Steven Mnuchin Resigns as Director
--------------------------------------------------
Sears Holdings Corporation announced that Steven T. Mnuchin has
informed the company that he has decided to step down from the
Company's board of directors, effective Dec. 1, 2016.
President-elect Donald J. Trump recently announced his intent to
nominate Mr. Mnuchin as Secretary of the United States Department
of Treasury.
Mr. Mnuchin joined the board of Sears Holdings in March 2005 at the
time of the merger of Sears, Roebuck and Co. and Kmart Holding
Corporation. Previously, in May 2003, he was named to the board of
directors for Kmart Holding Corporation.
"I want to thank Steven for his leadership, guidance and counsel
during his more than 13 years of service as a highly valued member
of the boards of both Sears Holdings and the former Kmart Holding
Corporation," said Edward S. Lampert, chairman and CEO of Sears
Holdings. "I also congratulate Steven as he embarks on this
important post in President-elect Trump's administration."
"It's been a pleasure to work closely with Eddie and the other
members of the Sears Holdings' board of directors over the years,
and I wish the company and its associates all the best as Sears
Holdings continues on its transformation," said Mr. Mnuchin.
Mr. Mnuchin's departure decreases the number of Sears Holdings'
directors to nine.
About Sears
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
Sears Holdings reported a net loss of $1.12 billion on $25.14
billion of revenues for the year ended Jan. 30, 2016, compared to a
net loss of $1.81 billion on $31.19 billion of revenues for the
year ended Jan. 31, 2015.
As of July 30, 2016, Holdings had $10.61 billion in total assets,
$13.30 billion in total liabilities and a total deficit of $2.69
billion.
* * *
Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'. The rating
outlook is stable.
The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy. He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."
In March 2014, Standard & Poor's Ratings Services affirmed its
ratings on Sears Holdings, including the 'CCC+' corporate credit
rating.
In September 2014, Fitch Ratings downgraded its long-term Issuer
Default Ratings (IDR) on Sears Holdings and its various subsidiary
entities to 'CC' from 'CCC'.
SHANGOL INC: Brahmbhatt Buying All Assets for $5.5 Million
----------------------------------------------------------
Judge Rosemary Gambardella of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on Jan. 10, 2017 at
11:00 a.m. to consider Shangol, Inc.'s sale of substantially all
assets to Navnit Brahmbhatt for $5,500,000, subject to higher and
better offers.
Objections must be filed and served at least seven days before the
return date of the Motion.
The Debtor, doing business as The Atrium Country Club, operates as
a banquet hall and caterer of fine cuisine ideal for exhibitions,
galleries, banquets, corporate events, social events, and wedding
ceremonies. Its venue and principal assets are located at 609
Eagle Rock Avenue, West Orange, New Jersey. It generates
approximately $2,200,000 in annual gross sales. The Debtor's
inability to make a settlement payment due to the mortgage holder
and to stay an action in the State of New Jersey to foreclose on
the real property precipitated the filing of the Chapter 11 case.
The Debtor sought bankruptcy relief to obtain additional time to
find suitable financing, or in the alternative, sell the
substantially all its assets at a fair and reasonable price.
Because the Debtor has been unable to find suitable financing, in
order to move the Chapter 11 case forward, the Debtor seeks
authority to conduct the sale of substantially all of the Debtor's
assets pursuant to the Purchase Agreement.
The pertinent terms of the Purchase Agreement are:
a. Buyer: Navnit Brahmbhatt
b. Purchased Assets: Substantially all of the Debtor's
assets, including the land and buildings located at 609 Eagle Rock
Avenue, West Orange, New Jersey, the New Jersey Liquor License
(License No. 22161624797), and the banquet hall business including,
but not limited to, licenses, permits, trademarks, patents, Web
site domain, executory contracts, marketing data, all systems,
fixtures, furniture, furnishings, appliances, and equipment
therein, trading under the name of "The Atrium Country Club," and
all of the following used in the operation of the business.
c. The Purchaser and the Debtor acknowledge that they
will comply with the provisions of any statutory bulk sale or
similar requirements if applicable to the transaction.
d. Purchase Price: $5,500,000, payable as follows: (i)
Deposit: $100,000, (ii) funds via certified check/wire transfer:
$4,600,000, and (iii) financing by Seller: $800,000.
e. The purchase price will be allocated among the assets
of the business as follows: (i) Real Estate: $5,475,000 and (ii)
Liquor License: $25,000.
f. In addition to the purchase price, the Purchaser will
separately pay to the Debtor mutually agreed monies, calculated on
actual costs based on invoices provided by the Purchaser for food,
liquor and supplies for unopened cases, ad agree to pay accounts
receivables that are due to the Debtor and as when collected by the
Purchaser in whole or in part. The Purchaser will pay for the
usable inventory at its cost price.
g. The Debtor will finance a note in the amount of
$800,000 at 5% interest only payments for a period of five years,
and a balloon payment of $400,000 payable on the anniversary of the
4th year of the note plus any accrued interest at the 5th
anniversary of the note.
h. The Purchased Assets will be sold free and clear of
any and all liens, security interests, encumbrances, and claims.
i. Purchaser will assume certain executory contracts.
The Debtor asks authority to assume and assign the contracts for
future banquet events hosted by the Debtor, and to assign those
contracts to the Purchaser as an integral part of the Sale Motion.
Any contract not assumed will be deemed rejected, other than with
regard to agreements that may be specifically set forth in the
Purchase Agreement entered into with the Purchaser.
The proposed sale will be subject to the highest and best offer by
a disinterested thirdparty. The Debtor will continue to solicit
higher or better offers and present any made at the sale hearing.
The Debtor believes the proposed sale provides the best value to
the estate. Accordingly, the Debtor asks the Court to approve the
sale of the Purchased Assets in accordance with the Purchase
Agreement.
A copy of the Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/Shangol_Inc_45_Sales.pdf
The Purchased assets may be encumbered by certain mortgages,
interests, and other liens.
The liens that may encumber the real property include:
a. Any and all unpaid property taxes owed to the
Township of West Orange.
b. Any and all unpaid municipal charges for water and/or
sewer.
c. Alma Bank in the approximate amount of $3,800,000
secured by a first mortgage lien and UCC-1.
d. Mortgage lien held by Morris Mehraban in the amount
of $60,000.
e. Mortgage lien held by Parham Yedidsion in the amount
of $560,000.
f. Tax lien held by New Jersey Division of Taxation in
the amount of $161,625.
The Debtor asks that the Court waive the requirement set forth in
Bankruptcy Rule 6006(d) because it may be necessary for the sale to
close more quickly than 2 weeks in order to maintain uninterrupted
business operations.
The Debtor asserts that given the goal of the parties in the case
to liquidate assets and bring the case to conclusion in the short
term to avoid further operating costs, there is cause to waive the
stay and the Debtor asks that upon approval of the sale, the 14-day
period pursuant to Rule 6004(h) be waived by the Court.
The Purchaser:
Navnit Brahmbhatt
494 Union Avenue
Rutherford, NJ 07070
The Purchaser is represented by:
Rishi K. Desai, Esq.
PASRICHA & PATEL, LLC
1794 Oak Tree Road
Edison, NJ 08820
E-mail: rishi@pasricha.com
About Shangol Inc.
Shangol Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. N.J. Case No. 16-29313) on October 9, 2016. The
petition was signed by Albert Nazarian, president.
The case is assigned to Judge Stacey L. Meisel. David L. Stevens,
Esq., at Scura, Wigfield, Heyer & Stevens, LLP represents the
Debtor.
At the time of the filing, the Debtor estimated assets of less
than
$50,000 and liabilities of $1 million to $10 million.
SHERWIN ALUMINA: Unsecured Creditors To Recoup 5.4%-10% Under Plan
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Sherwin Alumina Co., LLC, and affiliates filed with the U.S.
Bankruptcy Court for the Southern District of Texas a disclosure
statement and accompanying modified joint chapter 11 plan of
reorganization, a full-text copy of which is available at:
http://bankrupt.com/misc/txsb16-20012-939.pdf
The Plan proposes the following treatment of general unsecured
creditors:
* Class 4A - General Unsecured Claims $19.1-$91.2MM
5.4-10%
(Other than Expired CBA Claims,
PBGC Claims, and Environmental Claims)
* Class 4B - General Unsecured Claims $2MM
5.4-100%
(Expired CBA Claims)
* Class 4C - General Unsecured Claims N/A
100%
(PBGC Claims)
* Class 4D - General Unsecured Claims $79,000
100%
(Environmental Claims)
The Plan consummates the Global Settlement by and among the
Debtors, the Committee, the Prepetition Secured Lender, Affiliates
thereof, and their respective officers and directors. The Global
Settlement is the March 26, 2016 settlement entered into by said
parties in connection with the mediation before the Honorable
Marvin Isgur, U.S. Bankruptcy Judge for the Southern District of
Texas. In addition, the Plan will consummate the Sale Transaction
upon the Effective Date. The Sale Transaction contemplates that the
Debtors will transfer to the Buyer the Acquired Assets, which
consist of substantially all of the Debtors’ assets related to
the Debtors’ alumina production facility located in Gregory,
Texas and the Plan as the Main Facility. Finally, the Plan
contemplates a Proposed Environmental Claims Settlement among the
Debtors, the DIP Lender, the Buyer, and potentially the TCEQ, the
terms of which are set forth in the Plan.
Pursuant to the Plan, Holders of Class 2 Other Secured Claims may
elect to receive payment in full in Cash or reinstatement of such
Claim or other treatment. In the event that there is a difference
between the amount realized to a Holder in exchange for its Claim
and such Holder’s adjusted tax basis in its Claim, such Holder
would recognize income, gain or loss for federal income tax
purposes in an amount equal to such difference. The character of
such gain or loss as capital gain or loss or as ordinary income or
loss will be determined by a number of factors, including the tax
status of the Holder, the nature of the Claim in such Holder’s
hands, whether the Claim was purchased at a discount, and whether
and to what extent the Holder previously has claimed a bad debt
deduction with respect to its Claim. The deductibility of capital
losses is subject to limitations.
Pursuant to the Plan, the Buyer, as the assignee and transferee of
the Prepetition Secured Credit Facility Claims, receives the
Acquired Assets in full satisfaction of such Claims. Upon
Consummation of the Plan and the transfer of the Acquired Assets to
the Buyer, the Buyer is not expected to experience any federal
income tax consequences due to the Sale Transaction, as both it and
Sherwin Alumina will be disregarded entities for federal income tax
purposes both owned by Glencore Ltd.
Pursuant to the Plan, all Holders of Class 4A General Unsecured
Claims and Holders of Class 4B General Unsecured Claims that vote
in favor of the Plan will receive a distribution of Cash from the
Global Settlement General Unsecured Funding Amount and the Union
Settlement Escrow, as applicable, in full satisfaction of their
Claims. Such Holders generally will recognize income, gain or loss
for federal income tax purposes in an amount equal to the
difference between the amount of Cash received in exchange for its
Claim and such Holder’s adjusted tax basis in its Claim.
The Plan will be funded by the following sources of cash and
consideration: (i) Cash of the Debtors; (ii) payment of the Sale
Proceeds by the Buyer as and to the extent provided under the
Purchase Agreement; (iii) payments made directly by the Buyer on
account of Assumed Liabilities (if any) as and to the extent
provided under the Purchase Agreement; (iv) the Global Settlement
Reserve; (v) payments of Cure Amounts (if any) made by the Buyer
pursuant to the Purchase Agreement and sections 365 or 1123 of the
Bankruptcy Code; and (vi) payments made by the DIP Lender, as well
as the DIP Lender’s agreement to subordinate its Liens on the
Excluded Assets pursuant to the DIP Facility Subordinated Claim, in
connection with the Proposed Environmental Claims Settlement.
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.Â
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.Â
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.Â
The Debtors disclosed total assets of $254,617,187 and total
liabilities of $218,177,760, on Feb. 5, 2016.Â
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,Â
Texas, represent the Committee.
SHIV HOTELS: Plan Filing Period Extended Until December 8
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Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida extended for an additional 10 days --
until December 8, 2016 -- Shiv Hotels, LLC's exclusive period for
filing a plan of reorganization and disclosure statement.
The Troubled Company Reporter had earlier reported that the Debtor
sought for plan filing extension because its manager, Syed Raza,
was out of the country without access to phone or emails, and was
expected to return to the Country around November 28, 2016.
About Shiv Hotels, LLC
Shiv Hotels, LLC fdba Quality Inn; fdba Travelers Inn fdba Blue
Inn; fdba Red Roof Inn sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M. D. Fla. Case No. 16-06570) on July 29,
2016. The petition was signed by Syed Raza, manager. The Debtor
is represented by Katie Brinson Hinton, Esq., at McIntyre
Thanasides Bringgold Elliott, et al. At the time of the filing,
the Debtor estimated its assets and debts at $1 million to $10
million.
SHOOT THE MOON: Trustee Selling Life Insurance Policy for $12K
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Jeremiah Foster, Trustee for Shoot the Moon, LLC, asks the U.S.
Bankruptcy Court for the District of Montana to authorize the sale
of a convertible term life insurance policy, policy # 48646008, to
Eldo Investments, LLC for $11,771.
After the Trustee's appointment and based upon the Trustee's
investigation, the Trustee determined that Debtor owned was the
beneficiary of a convertible term life insurance policy ensuring
Kenneth Hatzenbeller. The policy was an "Increasing Premium Term
Insurance" through New York Life Insurance Co., policy # 48646008,
with a death benefit of $2,000,000 for an annual policy premium of
$24,617.
The Trustee believes the policy is currently unencumbered.
The Trustee was initially contacted by a broker who advised that
because the subject policy is convertible to universal life, it has
limited value to speculators willing to exercise the conversion
option and make future premium payments in anticipation of
profiting from the payment of the death benefit.
In early October, the Trustee received an offer to purchase the
policy for $10,000 plus reimbursement for the 1st quarterly premium
upon conversion to universal life, as memorialized in the Letter of
Intent ("Agreement").
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Shoot_The_Moon_895_Sales.pdf
In an effort to identify the highest and best offer, the Trustee
investigated further and authorized the broker to shop the policy
to other entities that purchase such policies. In the meantime,
the Trustee had to exercise the conversion option in order to meet
the Oct. 24, 2016 deadline and preserve the value of the policy for
the estate.
After marketing the policy over a 2-month period, the offer of the
Purchaser remained the only offer received. The broker indicated
that the value of the policy is impaired by the relatively young
age of the insured and the resulting high number of premiums to be
paid and long length of time until payment of the death benefit.
The current policy is through New York Life Insurance, policy #
61291457, and provides death benefit of $2,000,000 for a quarterly
policy premium of $13,390. Because the policy was only recently
converted from term to universal life insurance, it currently has
no cash value or surrender value from the insurance company.
The Trustee wishes to move forward with the sale of the Policy
consistent with the Agreement. The Trustee's decision to sell the
policy is supported by sound business judgment. The proposed sales
price of $11,771 is the highest offer that the Trustee has received
for such the policy during the course of the Trustee's efforts to
sell the policy. Accordingly, the Trustee asks that the Court
enter an order authorizing him to sell the policy free and clear of
all liens consistent with the terms and provisions of the
Agreement.
The Purchaser can be reached at:
ELDO INVESTMENTS, LLC
500 N Capital of Texas
Hwy Bldg. 4-100
Austin, TX 78746
About Shoot The Moon
Shoot The Moon, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. D. Mont. Case No. 15-60979) on Oct. 21, 2015. Gary S.
Deschenes, Esq., at Deschenes & Associates, serves as the Debtor's
bankruptcy counsel.
Prior to the Petition Date, the Debtor, through approximately 19
separate entities operated 11 Chili's restaurants, 3 On the Border
restaurants, and two Moonshine Grill restaurants in the states of
Idaho, Montana, and Washington.
In a stipulation filed Oct. 26, 2015, the Debtor, the United
States
Trustee and five creditors agreed that "the spirit and intent of
11
U.S.C. Sec. 1104(a)(2) w[ould] be served if the Court order[ed]
the
appointment of a Chapter 11 Trustee."
The Court conditionally approved the appointment of Jeremiah
Foster
as Trustee on Oct. 28, 2015, and thereafter appointed Jeremiah
Foster as Trustee without condition on Nov. 5, 2015.
SHORT ENTERPRISES: Can Use Bank of Carbondale Cash Collateral
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Judge Laura K. Grandy of the U.S. Bankruptcy Court for the Southern
District of Illinois authorized Short Enterprises, Inc., to use The
Bank of Carbondale's cash collateral on an interim basis.
The Debtor is indebted to The Bank of Carbondale in the amount of
$3,329,048. The Bank of Carbondale has a prepetition lien on
substantially all of the assets at the Debtor's McDonald's
locations.
The Debtor contended that it required the use of The Bank of
Carbondale's cash collateral during the case. The Debtor further
contended that it sells inventory in the ordinary course of
business and replaces it daily and uses its accounts to pay
ordinary expenses such as employee payroll.
The Bank of Carbondale was granted a first priority replacement
lien in any pre-petition assets of the Debtor's estate which were
subject to The Bank of Carbondale's lien. The Bank of Carbondale
was also granted a lien in all postpetition assets of the Debtor
from and after the Petition Date, to the same extent, validity,
priority, perfection and enforceability as its interest in any
prepetition assets of the Debtor's estate.
A final hearing on the Debtor's Motion is scheduled on Dec. 19,
2016 at 9:00 a.m.
A full-text copy of the Order, dated Nov. 30, 2016, is available at
http://bankrupt.com/misc/ShortEnterprises2016_1641020lkg_31.pdf
About Short Enterprises
Short Enterprises, Inc., filed a chapter 11 petition (Bankr. S.D.
Ill. Case No. 16-41020) on Nov. 2, 2016. The petition was signed
by Gail Short, restructuring officer. The Debtor is represented by
Robert E. Eggman, Esq., at Carmody Macdonald P.C. The case is
assigned to Judge Laura K. Grandy. The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the
filing.
SIGNAL GENETICS: Inks IP Purchase Agreement with Quest Diagnostics
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Signal Genetics, Inc. entered into an intellectual property
purchase agreement with Quest Diagnostics Investments LLC. The
consummation and closing of this transaction is subject to, among
other things, Signal stockholder approval.
Pursuant to the IP Purchase Agreement, Signal has agreed to sell
all of its intellectual property assets relating to the MyPRS test.
As part of the sale of MyPRS Assets, Signal will assign all of its
rights, interests and obligations to certain agreements, including,
that certain License Agreement effective as of April 1, 2010, made
by and between the Board of Trustees of the University of Arkansas
acting for and on behalf of the University of Arkansas for Medical
Sciences, a public institution of higher education, and Myeloma
Health LLC, a Delaware limited liability company, as amended.
Quest agrees to be bound by the terms, obligations and conditions
as a licensee under the UAMS License Agreement pursuant to an
assignment and assumption agreement. Signal will also provide to
Quest certain information technology, software and firmware related
or required for the use of the MyPRS test.
As consideration for the sale of the MyPRS Assets, Quest will pay
Signal $825,000, plus an additional $100,000 if Quest exercises the
option to require Signal to operate Signal's lab beyond
Dec. 31, 2016 (but not later than Jan. 14, 2017). The closing of
this transaction is anticipated to occur as promptly as practicable
after Signal obtains stockholder approval and Signal and Quest
satisfy all other conditions to closing.
Under the IP Purchase Agreement, Signal is required to indemnify
Quest for any breaches of Signal's representations, warranties,
covenants and agreements for their applicable survival period and
with respect to any retained liabilities and therefore Signal will
have continuing potential liability to Quest following the closing.
Quest agrees to indemnify Signal under the IP Purchase Agreement
for any breaches of Quest's representations, warranties or
covenants and any assumed liabilities. The IP Purchase Agreement
limits Signal's aggregate liability for indemnification with
respect to the breach of certain representations and warranties to
$825,000 and $206,250 of this amount for the breach of other
representations and warranties and such indemnification is subject
to a nuisance provision such that Signal's indemnification
obligations are not triggered unless the aggregate amount of a
claim, demand or loss exceeds $41,250.
Until the closing of the sale of the MyPRS Assets, Signal is
prohibited from directly or indirectly soliciting, initiating,
encouraging, accepting or entertaining any inquiries, offers or
proposals from any other person or entity relating to any asset
sale or similar transaction involving the MyPRS Assets (with the
exception of operating the MyPRS test in the ordinary course of its
business).
Under the terms of the IP Purchase Agreement, there are several
conditions to closing. Among such conditions, neither Signal nor
Quest is obligated to close the sale of the MyPRS Assets if (i)
there is a court order or injunction prohibiting the sale of the
MyPRS Assets, or (ii) Signal has not obtained stockholder approval
for either the sale of the MyPRS Assets or the previously announced
Agreement and Plan of Merger and Reorganization dated Oct. 31,
2016, by and among Signal, Signal Merger Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of Signal, and Miragen
Therapeutics, Inc., a Delaware corporation. Signal's and Quest's
obligation to close are also contingent upon additional customary
closing conditions including, without limitation, the performance
of other agreements, covenants and conditions under the IP Purchase
Agreement and the execution of certain documents by the parties and
delivery of certain closing certificates specified in the IP
Purchase Agreement. The closing of the proposed merger
contemplated by the Merger Agreement is expected to occur
simultaneously with the closing of this transaction.
The IP Purchase Agreement may be terminated due to a number of
reasons, including: (i) by mutual written consent of Quest and
Signal; (ii) if there has been a material breach, inaccuracy or
failure to perform any of the representations, warranties,
covenants or agreements of a party as set forth in the IP Purchase
Agreement; (iii) the closing of the sale of the MyPRS Assets has
not occurred on or before April 30, 2017 (unless agreed to
otherwise); (iv) the Merger Agreement has been terminated; (v) any
law makes such sale illegal or otherwise prohibited; (vi) a
governmental authority issues an order preventing or enjoining the
consummation of the transaction; or (vii) a proceeding or
investigation seeks material damages in connection with the
proposed merger or the sale of the MyPRS Assets.
About Signal Genetics
Signal Genetics, Inc., is a commercial stage, molecular genetic
diagnostic company. The Company is focused on providing diagnostic
services that help physicians to make decisions concerning the care
of cancer patients. The Company's diagnostic service is the
Myeloma Prognostic Risk Signature (MyPRS) test. The MyPRS test is
a microarray-based gene expression profile (GEP), assay that
measures the expression level of specific genes and groups of genes
that are designed to predict an individual's long-term clinical
outcome/prognosis, giving a basis for personalized treatment
options.
The Company reported a net loss attributable to stockholders of
$11.32 million for the year ended Dec. 31, 2015, compared to a net
loss attributable to stockholders of $6.64 million for the year
ended Dec. 31, 2014.
As of Sept. 30, 2015, the Company had $7.54 million in total
assets, $2.85 million in total liabilities and $4.68 million in
total stockholders' equity.
"Due to current market conditions, the Company's current liquidity
position and its depressed stock price, the Company believes it may
be difficult to obtain additional equity or debt financing on
acceptable terms, if at all, thus raising substantial doubt about
the Company's ability to continue as a going concern. If it is
unable to raise additional capital or successfully complete a
strategic partnership, alliance, collaboration or other similar
transaction, the Company will need to delay or reduce expenses or
limit or curtail operations, any of which would have a material
adverse effect on its business. Further, if the Company is unable
to raise additional capital or successfully complete a strategic
partnership, alliance, collaboration or other similar transaction
on a timely basis and on terms that are acceptable, the Company
would also be required to sell or license its assets, sell the
Company or otherwise liquidate all or a portion of its assets
and/or cease its operations altogether," the Company stated in its
quarterly report for the period ended Sept. 30, 2016.
SKYHIGH PROPERTY: Disclosure Statement Hearing Set for Jan. 4
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The U.S. Bankruptcy Court for the Eastern District of California
will continue the hearing to consider approval of Skyhigh Property
LLC's disclosure statement on January 4, at 11:00 a.m.
The hearing will be held at Courtroom 34, 501 I Street, Sacramento,
California.
Under Skyhigh's proposed Chapter 11 plan of reorganization, general
unsecured creditors will receive 10% of their allowed Class 4
claims over 48 months from the effective date of the plan.
Payments to general unsecured creditors, which assert a total of
$1.86 million in claims, will be made quarterly, according to the
company's latest disclosure statement filed on November 7.
A copy of Skyhigh's amended disclosure statement is available for
free at https://is.gd/oymU19
About Skyhigh Property
Headquartered in Sacramento, California, Skyhigh Property LLC's
sole business is the ownership of the Natomas property, commercial
real estate, a free-standing building in a strip center in the
North Natomas area of Sacramento. The Natomas Property has been
leased for many years to Oshima Sushi, Inc., an entity owned by
Ming Le, the principal of the Debtor. Oshima Sushi, in turn,
operates a restaurant on the leased premises known as Oshima
Sushi.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Calif. Case No. 16-23223) on May 17, 2016, listing $2.06 million in
total assets and $3.86 million in total liabilities. The petition
was signed by Ming Le, managing member.
Judge Robert S. Bardwil presides over the case.
Howard S. Nevins, Esq., at Hefner, Stark & Marois, LLP, serves as
the Debtor's bankruptcy counsel.
SNAP INTERACTIVE: Stockholders OK Reverse Common Stock Split
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Certain stockholders holding more than a majority of the issued and
outstanding shares of common stock of Snap Interactive, Inc. as of
Nov. 29, 2016, took action by written consent to authorize the
Company's Board of Directors to file a Certificate of Amendment to
the Company's Certificate of Incorporation, as amended, to effect
(i) a reverse stock split of the Company's issued and outstanding
shares of common stock at a ratio of between 1-for-20 and
1-for-100, with the ratio within such range to be determined by the
Board in its sole discretion, and (ii) a proportional reduction in
the number of authorized shares of common stock from 500.0 million
to between approximately 25.0 million shares of common stock and
5.0 million shares of common stock in connection with the Reverse
Stock Split. On Nov. 29, 2016, the Company filed with the
Securities and Exchange Commission, and on Nov. 30, 2016, commenced
mailing to its stockholders, a Definitive Information Statement on
Schedule 14C disclosing the action of the Majority Stockholders
taken by written consent.
Notwithstanding approval by the Majority Stockholders of the filing
of the Certificate of Amendment, the Reverse Stock Split and
Authorized Share Reduction will only be effected upon a
determination by the Board, in its sole discretion, that effecting
the Reverse Stock Split and Authorized Share Reduction is in the
best interests of the Company and its stockholders. The actual
timing for implementation of the Reverse Stock Split and Authorized
Share Reduction will be determined by the Board based upon its
evaluation as to when such action would be most advantageous to the
Company and its stockholders, but will be at least 20 calendar days
after the distribution of the Information Statement to the
Company's stockholders and no later than Nov. 29, 2017. If the
Board chooses to implement the Reverse Stock Split and Authorized
Share Reduction, the Company will make a public announcement
regarding the determination of the Reverse Stock Split and
Authorized Share Reduction ratio.
The approval of the Certificate of Amendment by written consent was
made pursuant to Section 228 of the Delaware General Corporation
Law, which provides that any action that may be taken at a meeting
of the stockholders may be taken by the written consent of the
holders of the number of shares of voting stock required to approve
the action at a meeting. The approval of the Certificate of
Amendment required the approval by a majority of the holders of the
Company's outstanding common stock. As of
Nov. 29, 2016, the Majority Stockholders executing the written
consent held 124,252,078 shares of the Company's common stock,
excluding certain shares of common stock currently held in an
escrow account to satisfy indemnification claims that may result
from the Company's recent merger with A.V.M. Software, Inc. (d/b/a
Paltalk), or approximately 52.9% of the Company's issued and
outstanding shares of common stock. Each of the Majority
Stockholders voted for the approval of the filing of the
Certificate of Amendment, and there were no votes cast against or
withheld, nor were there any abstentions or broker non-votes, in
connection with the approval of the Certificate of Amendment.
About Snap Interactive
Snap Interactive, Inc. -- http://www.snap-interactive.com/--
develops, owns and operates dating applications for social
networking websites and mobile platforms. The Grade is a
patent-pending mobile dating application catering to high-quality
singles. SNAP's flagship brand, FirstMet, is a multi-platform
online dating site with a large user database of approximately 30
million users.
As of June 30, 2016, Snap Interactive had $2.86 million in total
assets, $6.58 million in total liabilities, and a total
stockholders' deficit of $3.71 million.
The Company reported a net loss of $1.29 million in 2015 following
a net loss of $1.65 million in 2014.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2015, citing that the Company has incurred net losses and needs
to raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
SPIRAL HOLDINGS: S&P Assigns 'B' CCR on Trillion Software Deal
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S&P Global Ratings said it assigned its 'B' corporate credit rating
to Woodcliff Lake, N.J.-based Spiral Holdings Inc. The outlook is
negative.
At the same time, S&P assigned its 'B+' issue-level rating to the
company's $280 million first-lien term loan maturing 2022 and
$35 million revolving credit facility maturing 2021. The '2'
recovery rating indicates S&P's expectation for substantial
(70%-90%; at the lower end of the range) recovery in the event of
payment default.
S&P also assigned its 'CCC+' issue-level rating to the $80 million
second-lien term loan maturing 2023. The '6' recovery rating
indicates S&P's expectation for negligible (0%-10%) recovery in the
event of payment default. The borrower on the new credit
facilities will be Syncsort.
"Our ratings reflect Spiral's key credit risks including the
restructuring efforts with Trillium, the company's small scale
relative to rated software peers even after the acquisition, its
niche product focus, low organic growth at the combined entity, and
intense competition from much larger competitors," said S&P Global
Ratings credit analyst Kenneth Fleming.
Its high profit margins, high customer retention rates, and a high
degree of recurring revenue partially offset these risks. S&P
expects pro forma adjusted debt to EBITDA to be approximately 7.2x
at the close of this transaction before any synergies.
The negative outlook reflects high initial leverage above 7x at
Spiral and the need to restructure Trillium, a company that is more
than half of Spiral's size in revenue and employees. The
restructuring task ahead is the result of poor recent operating
performance of Trillium. Over the next year, S&P expects Spiral to
reduce headcount at Trillium and refocus its sales efforts, which
S&P expects would lead to stabilizing revenue and improved EBITDA
margins. However, if Spiral fails to stabilize the Trillium
business, leverage could remain elevated.
STETSON RIDGE: Involuntary Chapter 11 Case Summary
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Alleged Debtor: Stetson Ridge Partners LLC
10715 136th Str E
Puyallup, WA 98366
Case Number: 16-44918
Nature of Business: Single Asset Real Estate
Involuntary Chapter 11 Petition Date: December 1, 2016
Court: United States Bankruptcy Court
Western District of Washington (Tacoma)
Judge: Hon. Brian D Lynch
Petitioner's Counsel: Pro Se
Petitioner Nature of Claim Claim Amount
----------- --------------- ------------
Team 4 Engineering Engineering $39,797
5819 NE Minder Road Services
Pouslbo, WA 98370
STRATEGIC ENVIRONMENTAL: Trustee Taps SEP as Legal Counsel
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Eric Perkins seeks approval from the U.S. Bankruptcy Court for the
District of New Jersey to hire legal counsel in connection with the
Chapter 11 case of Strategic Environmental Partners LLC.
Mr. Perkins says he serves as the debtor-in-possession in SEP's
case by virtue of his appointment as the Chapter 11 trustee for
company owners Richard and Marilyn Benardi.
Mr. Perkins proposes to hire Fox Rothschild, LLP to provide these
services:
(a) investigation and prosecution of claims;
(b) preparation of legal documents;
(c) assistance to the trustee in connection with the recovery
or liquidation of assets of the bankruptcy estate; and
(d) preparation of correspondence to and attendance at
conferences with SEP, creditors, the Office of the U.S.
Trustee and other parties.
The hourly rates charged by the firm are:
Catherine Youngman $575
Mark Hall $525
Michael Herz $375
Joseph Caneco $300
Partners $400 - $575
Associates $250 - $450
Paralegals $215 - $315
Mark Hall, Esq., disclosed in a court filing that his firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Mark E. Hall, Esq.
Fox Rothschild, LLP
75 Eisenhower Parkway, Suite 200
Roseland NJ 07068-1600
Tel: 973-992-4800 / 973-548-3314
Fax: 973.992.9125
Email: mhall@foxrothschild.com
About Strategic Environmental Partners
Strategic Environmental Partners, LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No.
16-27757) on September 16, 2016. The petition was signed by
Marilyn Bernardi, owner.
The case is assigned to Judge Christine M. Gravelle.
At the time of the filing, the Debtor disclosed $18.02 million in
assets and $5.39 million in liabilities.
SUCCESS INC: Unsecureds To Recoup 5% Over 60 Months
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Success Inc. filed with the U.S. Bankruptcy Court for the District
of Connecticut a disclosure statement referring to the Debtor's
plan of reorganization.
Class 12 unsecured creditors' claims are impaired. The unsecured
creditors will be paid 5% of their allowed unsecured claims over
the period of 60 months in annual payments commencing the later of
30 days after the Effective Date of the Plan or upon allowance of
the particular claim.
The Company has or will seek a determination from the Court as to
the secured status of the liens on its real estate. The Company
believes that after the Court determines the secured status of
liens on the various properties the payments to the secured
creditors will be reduced. The Debtor seeks to enter into four
one-year written lease agreements with tenants on one of the
properties, 520 Success Avenue, Stratford, Connecticut. These
leases provide for aggregate monthly rental payments in the amount
of $6,500.
Upon zoning approval, the second and third floor of the Success
Property will be converted to residential apartment units. The
location of the Success Property is a desirable area for
residential dwellers and it is anticipated that the available units
will be very marketable. The Debtor anticipates that after the
Success Property is converted to mixed residential/commercial use
it will become more marketable for new financing and investments
providing the company with the funds necessary to make its plan
payments. The Patricia Lane property is the subject of an ongoing
dispute with the Town of Stratford seeking approval to develop the
parcel. It is anticipated that the approval will be obtained and
the Patricia Lane property will be developed as residential housing
and sold. The Debtor has negotiated written one-year lease
agreements with the tenants at the Whippoor will and James Farm
properties pursuant to which the tenants will be responsible for
all utility costs except water. These leases will provide the
Debtor with monthly revenues of $6,500 and provide for the
maintenance of these properties. The Debtor believes that steady
rental income from the Whippoorwill and James Farm properties will
make them more marketable for new financing and investment allowing
the Debtor to make its plan payments.
The Debtor also anticipates continuing its leasing activities for
its motor vehicles will generate approximately $4,000 per month of
income. These leasing revenues significantly exceed the Debtor's
cost of maintaining its vehicles. All allowed secured non tax and
tax claims as determined by the Court will receive payments and
terms of payment will be binding on the allowed secured claims and
creditors.
The Disclosure Statement is available at:
http://bankrupt.com/misc/ctb16-50884-83.pdf
About Success, Inc.
Success, Inc., was incorporated on April 24, 1996, for the purpose
of acquiring and managing real estate properties, both with
existing buildings on them as well as vacant properties,
residential as well as commercial. The Company currently owns four
parcels of real property in Connecticut. Two of these properties
are single family residential units, one is a commercial property
and one is a vacant parcel of land.
The Debtor filed a Chapter 11 petition (Bankr. D. Conn. Case No.
16-50884) on July 1, 2016. The petition was signed by Gus Curcio,
Sr., president. The Debtor is represented by Douglas S. Skalka,
Esq., at Neubert, Pepe, and Monteith, P.C. The case is assigned to
Judge Julie A. Manning. The Debtor estimated assets and debts at
$1 million to $10 million at the time of the filing.
SUNEDISON INC: January 16 Canadian Claims Bar Date Set
------------------------------------------------------
The deadline for creditors to file proofs of claim against
Sunedison Canadian Construction LP, Sunedison Canadian Construction
GP Corp., Sunedison Canada Origination LP, Sunedison Canada
Origination GP Corp., Sunedison Power Canada Inc., or director or
offices of the companies, is set for Jan. 16, 2017, at 5:00 p.m.
(Toronto Time).
The restructuring period claims bar date is 5:00 p.m. (Toronto
Time) on the date that is 15 calendar days after termination,
repudiation or resiliation of the agreement or other event giving
rise to the restructuring period claim.
The company's monitor can be reached at:
Ernst & Young Inc.
Ernst & Young Tower
222 Bay Street, PO Box 251
Toronto, Ontario M5K 1J7
Tel: 1-844-673-8373 (Hotline)
Fax: (416) 943-3300
Email: sunedison@ca.ey.com
About SunEdison, Inc.
SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent. The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.
SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.
The Debtors retained Ernst &Young LLP to provide tax-related
services. Keen-Summit Capital Partners LLC has been hired as real
estate advisor. Binswanger of Texas, Inc., also has been retained
as real estate agent.
Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc.,
and TerraForm Global, Inc.
An official committee of unsecured creditors has been appointed in
the case. The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel. Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.
Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.
Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.
Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.
Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.
The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.
Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.
SYNCSORT INC: Moody's Assigns First Time B3 CFR; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service assigned to Syncsort Incorporated a
first-time B3 Corporate Family Rating, a B3-PD Probability of
Default Rating, a B2 rating to the company's $315 million of first
lien credit facilities and a Caa2 rating to the $80 million of
second lien credit facilities. The ratings have a stable outlook.
Syncsort will use net proceeds from the credit facilities to
refinance its existing debt and fund the proposed acquisition of
the Trillium Software business of Harte Hanks, Inc. for $112
million.
RATINGS RATIONALE
The B3 rating reflects Syncsort's limited product diversity, modest
operating scale and some revenue exposure to products with
declining revenues. Execution risk will be high over the next 12
months in integrating the two companies and improving salesforce
productivity at Trillium software while executing on cost synergies
to grow profitability. Given the high business risks, initial
leverage is high at approximately 6.7x (Moody's adjusted, mainly
for operating leases and capitalized software development expenses)
before about $7 million of annual cost synergies from the
combination are included, which management expects to realize by
the end of the first quarter of 2017. The rating incorporates
Moody's expectation that Syncsort's revenues will grow in the low
single digit percentages over the next 12 to 24 months and EBITDA
growth should drive total debt to EBITDA (Moody's adjusted) to
about 6x by year-end 2017. Moody's expects synergies and recently
implemented cost reductions at the two companies to support free
cash flow of about 7% to 8% of total debt in 2017. If management
executes well against the operating plan, Moody's expects Syncsort
to use excess liquidity and debt capacity for small acquisitions to
diversify its product portfolio and generate cross-selling
opportunities from the large installed base of the combined
companies.
The rating is supported by Syncsort's track record of high renewal
rates for revenues from software maintenance services and term
licenses sales and Moody's expectation that the combined company
will generate solid EBITDA margins that will approach 50% (Moody's
adjusted, include operating lease adjustments) in 2017. Syncsort
and Trillium each have certain well-regarded products in the niche
segments of the enterprise data management software markets.
Moody's expects Syncsort to maintain good liquidity over the next
12 to 15 months.
The stable ratings outlook reflects Moody's expectation that the
combined companies will generate modest revenue growth and free
cash flow of about 7% to 8% of total debt (Moody's adjusted) in
2017, and total debt to EBITDA will decline to near 6x by the end
of 2017.
Moody's could upgrade Syncsort's ratings if the company builds a
track record of sustained organic revenue growth near the
mid-single digit percentages, maintains high EBITDA margins,
generates free cash flow to debt of about 10% and maintains
leverage below 6x, including capacity for small acquisitions.
Moody's could downgrade Syncsorts ratings if revenues decline for
an extended period of time and free cash flow falls to the low
single digit percentages. The rating could also be downgraded if
operating challenges or debt-financed dividends or acquisitions
cause total debt to EBITDA to exceed 7x, or liquidity becomes
weak.
Ratings Assigned:
Issuer: Syncsort Incorporated
Corporate Family Rating -- B3
Probability of Default Rating -- B3-PD
$35 million first lien revolving credit facility -- B2 (LGD 3)
$280 million first lien Term Loan facility -- B2 (LGD 3)
$80 million second lien Term Loan facility -- Caa2 (LGD 5)
Outlook
Stable Outlook
Syncsort Incorporated, a wholly-owned subsidiary of Spiral
Holdings, Inc., sells data integration and data warehousing
software for mainframe and open systems environments to enterprise
and government customers. Spiral Holdings is an affiliate of
Clearlake Capital Group, L.P. and its affiliated funds.
The principal methodology used in these ratings was Software
Industry published in December 2015.
T-REX OIL: Andrew VanderPloeg Quits as Director
-----------------------------------------------
Mr. Andrew VanderPloeg, resigned as a director of T-Rex Oil, Inc.,
on Dec. 1, 2016.
"I hereby regretfully submit my resignation from the board of
directors of T-Rex Oil due to health issues which have recently
developed.
"I have enjoyed my service on the board and wish you and the
company the best in the future," said Mr. VanderPloeg in his
resignation letter.
About T-Rex
T-Rex Oil, Inc., f/k/a Rancher Energy Corp., is an energy company,
focused on the acquisition, exploration, development and production
of oil and natural gas.
T-Rex Oil reported a net loss of $15.70 million for the year ended
March 31, 2016, compared to a net loss of $11.04 million for the
year ended March 31, 2015.
As of Sept. 30, 2016, T-Rex Oil had $3.07 million in total assets,
$3.44 million in total liabilities and a stockholders' deficit of
$378,984.
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.
TEINE ENERGY: Moody's Affirms B2 CFR; Outlook Remains Stable
------------------------------------------------------------
Moody's Investors Service affirmed Teine Energy Ltd.'s Corporate
Family Rating of B2, Probability of Default Rating of B2-PD, and
affirmed the B3 senior unsecured notes rating. The rating outlook
remains stable.
"Moody's affirmed Teine's B2 rating following the C$975 million
acquisition of Viking and Bakken assets from PennWest, largely
funded with equity, which doubled Teine's production and reserves,"
commented Paresh Chari, Moody's AVP-Analyst. "While Teine's credit
metrics are solid, Teine is still smaller than many of its higher
rated peers."
Affirmations:
Issuer: Teine Energy Ltd.
Probability of Default Rating, Affirmed B2-PD
Corporate Family Rating, Affirmed B2
Senior Unsecured Regular Bond Sep 30, 2022, Affirmed B3 (LGD 5
from LGD 4)
Outlook Actions:
Issuer: Teine Energy Ltd.
Outlook, Remains Stable
RATINGS RATIONALE
Teine's B2 Corporate Family Rating reflects the company's
concentration (80% of production comes from the Viking formation in
southwestern Saskatchewan, with the remaining from the Bakken),
high corporate decline rates (about 35%) and a production and
reserves base in-line with the rating. The rating favorably
recognizes the high percentage of light oil (66%) production,
robust leverage metrics (retained cash flow to debt 35%; debt to
EBITDA 2.4x) and solid leveraged full-cycle ratio (LFCR, 1.3x) in
2017.
Moody's expects Teine's liquidity to be adequate through 2017. At
Sept. 30, 2016, pro-forma for the bridge loan repayment and
increase to the credit facility, Teine had minimal cash and C$210
million drawn under its C$475 million borrowing base revolving
credit facility, terming out May 2017 and maturing one year later.
Moody's expects C$10 million of negative free cash flow for the 15
month period through 2017 to be funded with the credit facility.
Moody's expects Teine will be well in compliance with its sole
financial covenant through this period (Senior Debt to EBITDA less
than 3x). Alternate sources of liquidity are somewhat limited as
its assets are pledged as collateral to the secured revolving
credit facility.
In accordance with Moody's Loss Given Default (LGD) Methodology,
the US$350 million senior unsecured notes are rated B3, one notch
below the B2 CFR, reflecting the priority ranking of the C$475
million senior secured borrowing base revolving credit facility in
the capital structure.
The rating could be upgraded if Teine can grow its production
towards 35,000 boe/d, while maintaining retained cash flow to debt
above 35% and an LFCR above 1.5x.
The rating could be downgraded if EBITDA to interest falls below
2.5x, retained cash flow to debt falls below 20% or if liquidity
weakens.
Teine Energy Ltd. is a private Calgary, Alberta-based independent
exploration and production company with a focus on the Viking light
oil play in southwestern Saskatchewan.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
TELEFLEX INC: Moody's Affirms Ba2 CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service affirmed Teleflex Incorporated's ratings,
including its Ba2 Corporate Family Rating, following its announced
plan to acquire Vascular Solutions, a manufacturer of
low-technology oriented coronary vascular products. Teleflex
intends to fund the purchase price of about $1 billion entirely
with debt. Moody's also affirmed the Ba3 senior unsecured note and
the B1 convertible senior subordinated note ratings as well as the
SGL-2 Speculative Grade Liquidity Rating. To fund this deal,
Teleflex will establish a new bank credit facility. This will
consist of a $750 million Term Loan A and a $1 billion revolver,
which will replace its current $850 million revolver. The rating
outlook is stable.
Ratings affirmed:
Teleflex Incorporated
Corporate Family Rating at Ba2
Probability of Default Rating at Ba2-PD
Senior unsecured notes at Ba3 (LGD 5 from LGD 4)
Senior unsecured shelf registration rating at (P)Ba3
Convertible senior subordinated notes at B1 (LGD 6 from LGD 5)
Speculative Grade Liquidity Rating at SGL-2
The outlook is stable.
RATINGS RATIONALE
"Following the acquisition of Vascular Solutions, we expect
Teleflex to deleverage to levels consistent with its current rating
within 18 to 24 months," said Diana Lee, a Moody's Senior Credit
Officer. Moody's believes, however, that this transaction will
reduce Teleflex's financial flexibility, especially in light of
high levels of non-US profit and cash flow generation. Pro-forma
debt/EBITDA will rise from about 2.4 times to 4.1 times, excluding
synergies.
Vascular Solutions' key interventional cardiology (IC) products,
accounting for about 40% of its sales, are niche devices, used
primarily in complex IC procedures. This reduces exposure to
competition from larger cardiovascular device makers that
manufacturer high-tech vascular stent products as well as similar,
low-tech vascular products. Teleflex's overall scale will not
increase materially. However, strategically, Vascular Solutions
will help broaden Teleflex's very limited offering in
interventional cardiology.
Teleflex's Ba2 Corporate Family Rating reflects its moderately high
leverage, and generally conservative posture toward shareholders.
The rating also reflects Teleflex's presence in low-tech medical
products with some product-line concentration and its small size
relative to competitors. Teleflex's strategic acquisitions and R&D
investments will contribute to positive sales growth. In addition,
the shift from distributor to direct sales outside the US will help
improve margins. Following Vascular Solutions, Moody's expects
Teleflex to focus on acquiring bolt-on, value-added products, which
is critical in light of ever more cost-conscious hospital
customers. The ratings reflect Moody's belief that Teleflex will
deleverage to moderately high levels consistent with its Ba2 CFR.
The stable outlook reflects Moody's expectation that Teleflex will
deleverage to around 3.5 times within 18 to 24 months of the close
of the transaction. Moody's believes that Teleflex will deleverage
largely from earnings improvement, aided by synergies. Moody's
could upgrade the ratings if Teleflex can sustain solid sales
growth and improve its product diversification. If debt/EBITDA is
sustained below 3.0 times, the ratings could be upgraded. Moody's
could downgrade the ratings if Teleflex does not sustain positive
organic sales growth, is not able to deleverage as planned, or
engages in large acquisitions. The ratings could be downgraded if
Moody's expects debt/EBITDA to be sustained above 3.5 times.
Teleflex's SGL-2 Speculative Grade Liquidity Rating reflects
Moody's expectation that the company will maintain good liquidity
over the next 12-18 months. This is supported by Teleflex's
healthy cash balances (that are largely held outside the US) and as
well as adequate availability under the company's new $1 billion
revolving credit facility.
The company's senior unsecured notes are currently rated one-notch
below the CFR, reflecting the presence of secured bank debt. If
the company adds additional secured debt to its capital structure,
the ratings on the unsecured notes could come under pressure.
The principal methodology used in these ratings was Global Medical
Product and Device Industry published in October 2012.
Teleflex Incorporated, headquartered in Wayne, Pennsylvania, is a
global provider of medical products with a presence in the critical
care, surgical and cardiac areas.
TERVITA CORP: Moody's Rates New US$ 2nd Lien Notes Due 2021 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 to Tervita Corporation's
proposed US dollar senior second lien notes due 2021 in an
aggregate principal amount to yield C$475 million. Moody's also
upgraded Tervita's Corporate Family Rating (CFR) to B2 from Ca and
its Probability of Default Rating (PDR) to B2-PD from Ca-PD/LD. The
outlook was changed to stable from negative.
The ratings of the existing first lien senior secured revolver,
senior secured term loan, senior secured notes and senior unsecured
notes are unchanged, and will be withdrawn if the proposed
transaction closes.
The proceeds of the proposed notes will be used to complete the
company's debt exchange.
"The upgrade to B2 reflects a more tenable capital structure and
robust leverage metrics even in a weak commodity price
environment," commented Moody's Assistant Vice President Paresh
Chari.
Upgrades:
Issuer: Tervita Corporation
Probability of Default Rating, Upgraded to B2-PD from Ca-PD /LD
Corporate Family Rating, Upgraded to B2 from Ca
Assignments:
Issuer: Tervita Corporation
Senior Secured Regular Bond/Debenture, Assigned B2(LGD4)
Outlook Actions:
Issuer: Tervita Corporation
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
Tervita's B2 Corporate Family Rating is driven by the competitive
advantage and barrier-to-entry of its landfill and Transfer,
Remediation & Disposal (TRD) network, coupled with reasonable
leverage (5x, pro-forma), but hampered by continuing adverse oil &
gas industry conditions, its relatively small size and its
concentration in Western Canada. Moody's expects continued lower
solids and fluids volumes being processed through Tervita's
waste-handling facilities through 2017, although a preponderance of
production-related volumes and/or contracts will provide some
stability.
Moody's expects Tervita's liquidity to be good through 2017.
Pro-forma for the debt restructuring, at Dec. 31, 2016, Tervita
will have C$75 million of cash and C$100 available (after C$100
million in letters of credit) under its C$200 million secured
revolving credit facility, due December 2019. Moody's expects
roughly negative C$15 million in free cash flow in 2017. Moody's
expects Tervita will maintain compliance with all three of its
financial covenants. Alternative sources of liquidity are limited
as all assets are largely pledged to the secured lenders.
In accordance with Moody's Loss Given Default (LGD) Methodology,
the C$475 million senior secured second lien notes are rated at the
B2 CFR, reflecting the low amount of secured debt in the form of
the C$200 million secured revolving credit facility and loss
absorption cushion provided by trade payables and lease rejection
claims.
The stable outlook reflects Moody's expectation of a slight
improvement in oil and gas activity in Canada in 2017, leading to
stable EBITDA and debt to EBTIDA of around 5x.
The rating could be upgraded if Tervita's debt to EBITDA is
sustained below 4x (Dec16 pro-forma 5x) and if EBITDA to interest
remains above 3x (Dec16 pro-forma 2.1x).
The rating could be downgraded if Tervita's debt to EBITDA is rises
above 5.5x (Dec16 pro-forma 5x) or if EBITDA to interest falls
below 2x (Dec16 pro-forma 2.1x) or if the liquidity profile
deteriorates.
Tervita, based in Calgary, Alberta, is privately-owned oilfield
services company that processes waste materials from oil and gas
drilling and production, utilizing its TRD sites and landfills, all
based in Western Canada.
The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in December 2014.
TEXAS PELLETS: Wants to Extend Plan Filing Date to January 27
-------------------------------------------------------------
Texas Pellets, Inc., and German Pellets Texas, LLC, ask the U.S.
Bankruptcy Court for the Eastern District of Texas for a 60-day
extension of their exclusive plan-filing deadline to January 27,
2017, and their exclusive solicitation deadline to March 27, 2017.
The Debtors relate that they operate both the Manufacturing
Facility in Woodville and the Storage Facility in Port Arthur,
employing over 100 people. The Debtors also relate that they have
an extensive network of contractors and vendors as well as both a
sizable unsecured creditor constituency and a very large secured
debt facility.
Furthermore, they also relate that the international scope of their
operations also complicates their Bankruptcy Cases since the
Debtors must interact regularly with European personnel and
customers. Additionally, the Debtors are investigating investment
and sale processes involving a number of international players.
The Debtors contend that they are actively exploring reorganization
and restructuring options, including a sale, in close consultation
with their DIP Lender, UMB Bank, National Association, and the
Committee in order to maximize value for the Debtors' creditors and
their estates.
Currently, the Debtors' investment banker, Guggenheim Securities,
LLC is actively conducting a marketing and diligence process with
prospective investors and purchasers. The Debtors submit that these
efforts have generated letters of intent, and the Debtors are
currently reviewing these statements as they evaluate their various
prospects. The Debtors are expecting to file papers seeking the
Court's approval of either a sale or investment process by next
month.
About Texas Pellets
Texas Pellets, Inc., based in Woodville, Texas, filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 16-90126) on April 30, 2016.
The petition was signed by Anna Katherin Leibold, president and
chief executive officer.
German Pellets Texas, LLC, also based in Woodville, Texas, filed a
Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90127) on April
30, 2016. The petition was signed by Peter H. Leibold, its chief
executive officer.
The cases have been jointly administered under Texas Pellets' case.
Judge Bill Parker presides over the cases.
The Debtors employ Locke Lord LLP as their legal counsel; Searcy &
Searcy, P.C. as local/conflicts co-counsel; and Guggenheim
Securities, LLC as investment banker. Bryan M. Gaston, and the
firm Opportune, LLP, serve as the Debtors' Chief Restructuring
Officer.
No trustee or examiner has been appointed in these Bankruptcy
Cases. An official committee of unsecured creditors was appointed
on May 17, 2016.
TONGJI HEALTHCARE: Incurs $103K Net Loss in Third Quarter
---------------------------------------------------------
Tongji Healthcare Group, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $103,240 on $429,416 of total operating revenue for the
three months ended Sept. 30, 2016, compared to a net loss of
$101,520 on $566,374 of total operating revenue for the three
months ended Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $256,017 on $1.49 million of total operating revenue
compared to a net loss of $259,598 on $1.76 million of total
operating revenue for the nine months ended Sept. 30, 2015.
As of Sept. 30, 2016, Tonji Healthcare had $16.44 million in total
assets, $19.48 million in total liabilities and a total
stockholders' deficit of $3.04 million.
"We generally finance our operations through our operating profits
and borrowings from related parties. As of the date of this
report, we have not experienced any difficulty in raising funds
from related parties, and we have not experienced any liquidity
problems in settling our payables in our ordinary course of
business. We believe that we have adequate funds and capital with
respect to conducting its business over the next twelve months.
"[T]he Company has negative working capital of $18,956,952, an
accumulated deficit of $3,821,579, and a stockholders' deficit of
$3,043,668 as of September 30, 2016. The Company's ability to
continue as a going concern ultimately is dependent on the
management's ability to obtain equity or debt financing, attain
further operating efficiencies, and achieve profitable operations.
The consolidated financial statements do not include any
adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and classification of liabilities
that might be necessary should the Company not be able to continue
as a going concern.
"Management has taken certain restructuring steps to provide the
necessary capital to continue its operations. These steps
included: 1) plan to convert existing related party loans into
equity, 2) plan to complete construction of the new hospital and
begin generating revenue by 2017, 3) plan to increase sales revenue
with additional medical equipment, 4) plan to obtain more funding
from related party entity that is controlled by the CEO to complete
the construction of the new hospital. No assurances can be given
that the steps taken will provide necessary capital for the Company
to continue its operations," the Company stated in the quarterly
report.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/LJz93m
About Tongji Healthcare
Based in Nanning, Guangxi, the People's Republic of China, Tongji
Healthcare Group, Inc., a Nevada corporation, operates Nanning
Tongji Hospital, a general hospital with 105 licensed beds.
Tongji reported a net loss of $589,000 on $2.37 million of total
operating revenue for the year ended Dec. 31, 2015, compared to a
net loss of $462,000 on $2.52 million of total operating revenue
for the year ended Dec. 31, 2014.
Anton & Chia, LLP, in Newport Beach, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2015.
TRANSTAR HOLDING: Unsecureds To Get Pro Rata Share of $500,000
--------------------------------------------------------------
Speedstar Holding Corporation, Transtar Holding Company, and their
affiliated debtors, filed with the U.S. Bankruptcy Court for the
Southern District of New York a disclosure statement referring to
the Debtors' prepackaged plan.
Under the Plan, Class 4 General Unsecured Claims -- estimated at
$192,400,000 -- are impaired. On and after the Effective Date, all
holders of General Unsecured Claims will receive their pro rata
share of $500,000; provided that holders of ordinary course General
Unsecured Claims who elect to continue providing goods or services
pursuant to a continuing creditor election will be unimpaired.
Class 1 - First Lien Credit Agreement Claims -- estimated at
$424,600,000 -- are impaired. On the Effective Date, each holder
of an Allowed First Lien Credit Agreement Claim shall receive its
Pro Rata share of (a) 100% of the New Common Stock of Reorganized
Speedstar and (b) 100% of the New PIK Notes, as payment in full,
and in full and final satisfaction of, its Pro Rata share of
$224,600,000 of the Allowed First Lien Credit Agreement Claims.
The claims will be exchanged at a ratio of $1 of Exchanged First
Lien Credit Agreement Claims for one share of New Common Stock.
Following the contribution of the Exchanged First Lien Credit
Claims, each holder of an Allowed First Lien Credit Agreement Claim
will continue to hold its Pro Rata share of the remaining pro forma
aggregate amount of Loans outstanding under the First Lien Credit
Agreement, which, for the avoidance of doubt, will be
$200,000,000.
The distributions to be made in cash under the terms of the Plan
will be funded from the Debtors' cash on hand as of the Effective
Date and the proceeds of the senior exit facility.
The Company and the First Lien Lenders holding approximately 98.8%
of the outstanding Claims in Class 1 as of November 20, 2016, and
the majority equity holder in the Company have entered into the
Restructuring Support Agreement and, as a result, subject to
certain terms and conditions, have agreed to support the
Prepackaged Plan.
The Disclosure Statement is available at:
http://bankrupt.com/misc/nysb-16-13245-12.pdf
A combined hearing on the approval of the Disclosure Statement and
confirmation of the Plan will be held on January 24, 2017, at 10:00
a.m. in Courtroom 501.
About Transtar Holding
Headquartered in Cleveland, Ohio, Transtar Holding, et al.'s
primary business is to manufacture, remanufacture and distribute
aftermarket driveline replacement parts and components to the
transmission repair and remanufacturing market. The Debtors are
also growing suppliers of autobody refinishing products such as
clear coats, paints, and primers and are manufacturer of air
conditioning, cooling and power steering assemblies and
components.
Founded in 1975, the Debtors maintain over 70 local branch
locations, four manufacturing and production facilities (in Alma,
Michigan; Brighton, Michigan; Cookeville, Tennessee; and Ferris,
Texas), and four regional distribution centers throughout the
United States, Canada and Puerto Rico.
On Dec. 21, 2010, the Company was acquired from Linsalata Capital
Partners by current majority equity holder Friedman Fleischer &
Lowe LLC. The acquisition was financed with $425 million of senior
secured credit facilities.
As of the Petition Date, the Debtors employ approximately 2,000
full-time and 50 part-time employees in the United States, and
approximately 100 full-time employees in Canada and Puerto Rico.
The Debtors have hired Willkie Farr & Gallager LLP as counsel, FTI
Consulting, Inc. as restructuring and financial advisors, Ducera
Partners LLC as financial advisors and investment banker and Prime
Clerk LLC as claims, noticing and solicitation agent.
UNITED METALS: Plan Confirmation Hearing on Jan. 9
--------------------------------------------------
Judge Mark A. Randon of the U.S. Bankruptcy Court for the Eastern
District of Michigan granted preliminary approval of the amended
combined plan of reorganization filed by United Metals Holding,
LLC, on Nov. 21, 2016.
The deadline to return ballots on the plan, as well as to file
objections to final approval of the adequacy of the information in
the disclosure statement and objections to confirmation of the plan
is Jan. 3, 2017.
The hearing on objections to final approval of the adequacy of the
information in the disclosure statement and confirmation of the
plan will be held on Jan. 9, 2017 at 11:00 a.m.
The deadline for all professionals to file final fee applications
is 30 days after the confirmation order is entered.
About United Metals Holding
United Metals Holding, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E. D. Mich. Case No. 16-51251) on Aug.
11, 2016. The petition was signed by Steven T. Silverstein,
member.
The case is assigned to Judge Mark A. Randon.
At the time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.
Robert Bassel, Esq., who has an office in Clinton, Michigan,
serves as the Debtor's bankruptcy counsel.
USA DISCOUNTERS: Files Joint Chap. 11 Plan of Liquidation
---------------------------------------------------------
USA Discounters, Ltd., and its debtor affiliates filed with the
U.S. Bankruptcy Court for the District of Delaware a disclosure
statement for the Debtors' joint plan of liquidation dated Nov. 21,
2016, under which the Secured Parties have agreed to support and
effectively provide funding for a bankruptcy plan that will (i)
provide for the payment in full of all administrative and priority
claims; (ii) fund the GUC Trust, thereby assuring that Holders of
Allowed General Unsecured Claims will receive a recovery in the
Chapter 11 Cases; and (iii) provide the potential for additional
recoveries by Holders of Allowed General Unsecured Claims if the
Receivables are sold by the Plan Administrator and the Prepetition
Credit Document Claims are paid in full.
Class 4 General Unsecured Claims against USA Discounters, Class 5
General Unsecured Claims against USA Discounters Holding Company,
Inc., and Class 6 General Unsecured Claims against USA Discounters
Credit, LLC, are impaired under the Plan. No allowed claims are
anticipated for Class 5 and Class 6.
On, or as soon as reasonably practicable after, the Effective Date,
the holder of an allowed Class 4 Claim will receive, in full
satisfaction, settlement, and release of and in exchange for the
claim, (i) its pro rata share of the GUC Trust Interests -- Class
A, or (ii) other less favorable treatment as to which the holder
and the GUC Trustee will have agreed upon in writing.
GUC Trust Interests -- Class A are non-transferable interests in
the GUC Trust that will entitle the holder to share in
distributions of all GUC Trust Assets, Distributions of which will
be made pursuant to the Plan and the GUC Trust Agreement.
Collectively, GUC Trust assets are (a) the GUC settlement fund, (b)
the GUC Trust avoidance actions and all proceeds thereof, and (c)
all rights of setoff and recoupment and other defenses that the
Debtors and the estates may have with respect to any general
unsecured claims.
On, or as soon as reasonably practicable after, the Effective Date,
the holder of an allowed Class 5 Claim will receive, in full
satisfaction, settlement, and release of and in exchange for the
claim, its pro rata share of any cash owned by Holding. In the
event that there are no allowed Class 5 Claims, any cash owned by
Holdings will be utilized to pay plan administration expenses.
On, or as soon as reasonably practicable after, the Effective Date,
the holder of an allowed Class 6 Claim will receive, in full
satisfaction, settlement, and release of and in exchange for the
claim, its pro rata share of any cash owned by Credit LLC. In the
event that there are no allowed Class 6 Claims, any cash owned by
Credit LLC will be utilized to pay plan administration expenses.
Cash payments under the Plan will be made, at the option and in the
sole discretion of the plan administrator or the GUC Trustee, as
applicable, by (i) checks drawn on or (ii) wire transfer,
electronic funds transfer, or ACH from a domestic bank. Cash
payments to foreign creditors may be made, at the option and in the
sole discretion of the plan administrator or the GUC Trustee, as
applicable, by the means as are necessary or customary in a
particular foreign jurisdiction. Cash payments made pursuant to
the Plan in the form of checks will be null and void if not cashed
within 60 calendar days of the date of the issuance. Requests for
reissuance of any check within 60 calendar days of the date of the
issuance will be made directly to the plan administrator or the GUC
Trustee, as applicable. All distributions under the Plan will be
made in U.S. dollars. For purposes of effectuating distributions
under the Plan, any claim denominated in a foreign currency will be
converted to U.S. dollars pursuant to the applicable published
exchange rate in effect on the Petition Date.
The Disclosure Statement is available at:
http://bankrupt.com/misc/deb15-11755-973.pdf
About USA Discounters, Ltd.
USA Discounters, Ltd., was founded in May 1991. In the City of
Norfolk, Virginia, under the name USA Furniture Discounters, Ltd.
It sold goods through two groups of stores -- one group of
specialty retail stores operating under the "USA Living" brand,
typically in standalone locations, and seven additional retail
stores operating under the "Fletcher's Jewelers" brand, typically
in major shopping malls.
USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.
The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.
USA Discounters Ltd. disclosed total assets of $97,490,455 plus an
undetermined amount and total liabilities of $63,011,206 plus an
undetermined amount.
The Official Committee of Unsecured Creditors is represented by
Kelly Drye & Warren LLP as lead counsel, Khler Harrison Harvey
Branzburg LLP as its Delaware co-counsel. FTI Consulting, Inc.,
serves as its financial advisor.
VERENGO INC: Cancels Bankruptcy Auction, Seeks Sale to Crius Unit
-----------------------------------------------------------------
Sarah Chaney, writing for The Wall Street Journal Pro Bankruptcy,
reported that residential solar systems company Verengo Inc.
canceled the bankruptcy auction for its assets after no other
bidders stepped forward to challenge a roughly $12 million offer
from a unit of Crius Energy LLC.
According to the WSJ, Verengo's lawyers said they didn't receive
any qualified competing bids by the November 28 deadline, prompting
it to cancel an auction scheduled for December 1.
The Troubled Company Reporter, on Sept. 28, 2016, reported that the
Debtor sought authority from the U.S. Bankruptcy Court for the
District of Delaware to authorize the bidding procedures in
connection with the sale of substantially all assets to Crius Solar
Fulfillment, LLC for $11,900,000, subject to overbid.
The WSJ, citing court papers, related that Verengo will instead
seek bankruptcy-court approval of the sale to its stalking horse,
or lead, bidder Crius Solar Fulfillment at a hearing on Dec. 13.
Crius Solar is offering to forgive $11.7 million in debts,
including up to $2 million in bankruptcy financing, to acquire
Verengo's assets through what’s called a credit bid, the WSJ
further related.
The Purchaser is represented by Mark Getachew, Esq., and Paul
Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New York.
About Verengo
Verengo, Inc., filed a chapter 11 petition (Bankr. D. Del. Case
No.
16-12098) on Sept. 23, 2016. The Debtor is represented by Scott
D.
Cousins, Esq. and Evan T. Miller, Esq., at Bayard, P.A.
The Debtor is a privately held corporation organized under
Delaware
law, headquartered in Torrance, CA with an operations center in
Phoenix, AZ. The Debtor originated from Ken Button and Randy
Bishop's purchase of Gemstar Builders in February 2008, which was
subsequently renamed Verengo Solar, a d/b/a of Verengo, Inc. The
Debtor's business focuses on the installation of solar
photovoltaic
systems and is one of the most well-known and respected brands in
residential solar. Moreover, the Debtor offers a range of
energy-saving products to help users to conserve the energy
generated from their solar systems. The Debtor also markets and
sells solar panels and semiconductor-based micro inverter systems
in the United States.
The Debtor tapped Bayard, P.A. as counsel, Sherwood Partners, Inc.,
as financial advisors, and SSG Advisors, LLC as investment banker.
VERTICAL COMPUTER: Pursuing Spin-Off of Ploinks
-----------------------------------------------
Vertical Computer Systems, Inc., announced that its board of
directors has authorized management to pursue a spin-off of the
Company's subsidiary, Ploinks, Inc.
Ploinks is in the personal private communications business. A
spin-off would result in a stand-alone, publicly traded technology
company.
"With the development of the company’s secure private
communication platform utilizing its patented and patent pending
IP, VCSY has reassessed its strategic growth priorities for the
future," stated VCSY's President and Chief Executive Officer
Richard Wade. "We now believe that pursuing a Ploinks spin-off
makes sense for our shareholders. This will allow Ploinks to
optimize its performance and flexibility to pursue its own path to
create value in the private and personal communications space. A
spin-off will also give VCSY the opportunity to further sharpen its
focus on other applications utilizing its private communication
platform both for development of its business enterprise and
healthcare applications as well as potential licensing
opportunities in connection with the "Internet of Things" ("IoT")
applications. This announcement is further evidence of our effort
to create shareholder value and how we intend to leverage our IT
portfolio to generate and grow new business for VCSY."
Ploinks will be preparing a Form 10 to file with the SEC as well as
other related agreements and documents relating to the spin-off.
VCSY and Ploinks will start the review process for hiring the
executives and additional staff for Ploinks.
Ploinks is currently developing two private communications apps:
"Ploinks" and "Ploinks for Business". Ploinks allows individual
users to securely and privately view personal communications such
as messages and images between one another while at the same time
allowing users to maintain full control over their information
utilizing Ploinks' proprietary technology. Ploinks is for the
individual who values personal control of his or her
communications. Ploinks for Business is being designed to allow
businesses to communicate privately with various third party
constituents outside of their organization, such as fans,
distributors, customers, and the like. Ploinks is scheduled for a
soft launch on Jan. 3, 2017.
About Vertical Computer
Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.
Vertical Computer reported a net loss available to common
stockholders of $3.15 million on $4.26 million of total revenues
for the year ended Dec. 31, 2015, compared to a net loss available
to common stockholders of $2.07 million on $7.43 million of total
revenues for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Vertical Computer had $142,089 in total
assets, $19.72 million in total liabilities, $9.92 million in total
convertible cumulative preferred stock and a total stockholders'
deficit of $29.51 million.
MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company suffered net losses
and has a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern.
WAYSIDE PRODUCTIONS: Unsecureds to Recover 100% Over 69 Months
--------------------------------------------------------------
Wayside Productions Inc. filed with the U.S. Bankruptcy Court for
the Western District of Texas a Disclosure Statement and Plan or
Reorganization, on Nov 22, 2016, which would give general unsecured
creditors a distribution of 100 percent of their allowed claims.
Class 1 consists of the secured claims of Bexar County in the
amount of $21,027. Bexar County will receive a monthly payment of
$1,868 beginning April 2017 and ending on March 2018.
Class 4 consists of the general unsecured creditors which will
recover 100% under the plan. Payment will be distributed monthly
in the amount of $1,951 beginning April 2017 and ending March 2022.
Payments and distributions under the Plan will be funded by future
income and cash flow of Debtor from operations. Additionally, all
proceeds collected by Debtor as a result of the Litigation will be
contributed to the plan and will be used to extinguish the claims.
Such proceeds shall first be allocated to Class 2 then to Class 4.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txwb16-50198-74.pdfÂ
The Debtor is represented by:
Morris E. "Trey" White III, Esq.
VILLA & WHITE LLP
1100 NW Loop 410 #700
San Antonio, TX 78213
(210) 225-4500 Telephone
(210) 212-4649 Facsimile
Wayside Productions Inc. sought Chapter 11 protection (Bankr. W.D.
Tex. Case No. 16-50198) on January 27, 2016.
WHISTLER ENERGY II: Dec. 28 Plan Confirmation
---------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana has issued an order approving the disclosure
statement for jointly proposed chapter 11 plan of reorganization
filed by Whistler Energy II, LLC on Oct. 21, 2016.
The hearing on confirmation of the Plan will be on Dec 28, 2016.
December 23, 2016 is fixed as the last day for filing acceptances
or rejections of the Plan and the last day for filing and serving
written objections to confirmation of the Plan.
About Whistler Energy II
Romfor Supply Company, Adriatic Marine, L.L.C., Hydra Ops, LLC,
Scientific Drilling, and Patterson Services, Inc., filed an
involuntary Chapter 11 petition against alleged debtor, Houston,
Texas-based Whistler Energy II, LLC (Bankr. E.D. La. Case No.
16-10661) on March 24, 2016.  Whistler Energy II on May 25, 2016,
consented to the Chapter 11 filed and pending before the Honorable
Jerry A. Brown in Bankruptcy Court in New Orleans.
Romfor Supply, et al., are represented by Stewart F. Peck, Esq., in
New Orleans, Louisiana.
Whistler Energy II has employed Paul J. Goodwine, Esq., and Taylor
P. Gay, Esq., at Looper Goodwine; and John P. Melko, Esq.,
MichaelK. Riordan, Esq., and Sharon Beausoleil, Esq., at Gardere
Wynne
Sewell as counsel; UpShot Services LLC as its claims, noticing and
balloting agent; and TDF Partners, LLC's Richard DiMichele as its
chief restructuring officer.
The Official Committee of Unsecured Creditors has retained Stewart
F. Peck, Esq., Christopher Caplinger, Esq., Benjamin W. Kadden,
Esq., Joseph P. Briggett, Esq., and Erin R. Rosenberg, Esq., at
Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, as counsel.
WHITE WING: Seeks Authorization to Use Cash Collateral
------------------------------------------------------
White Wing Weaponry, LLC, and WWW Retail, LLC, ask the U.S.
Bankruptcy Court for the Eastern District of Texas for
authorization to use cash collateral.
The Debtors believe that the creditors asserting a security
interest in its accounts receivable and cash are:
(1) Northstar Bank of Texas, which has a total claim in the
amount of approximately $380,000, and may assert a lien against
substantially all the Debtor's assets; and
(2) Firstlease, Inc., which has a total claim in the amount of
approximately $7,000, and may assert a lien against specific
computer software which the Debtors use in their business
operations.
The Debtors tell the Court that they seek to use $45,741 in cash
collateral over the next 30 days. The Debtors further tell the
Court that rent and payroll for the month of December is due on
December 10, 2016.
The Debtors' proposed Budget provides for total expenses in the
amount of $15,741 and inventory purchase/prepayment in the amount
of $30,000.
The Debtors contend that if they are not allowed to use the
prepetition accounts receivable and other cash associated with
their operations substantially as they did pre-bankruptcy,
immediate and irreparable harm will occur to their business, as the
Debtors will have no operating funds. The Debtors further contend
that in such event, their business would be immediately shut down
and their business operations would have to be discontinued and its
estate immediately liquidated.
The Debtors propose to grant the alleged Secured Creditors a
replacement lien and security interest in the Debtors' accounts
receivable and cash, to the extent the use of cash collateral
results in a decrease in the value of the alleged Secured
Creditors' interest in such property as of the Petition Date.
The Debtors further propose to continue paying insurance premiums
to insure all inventory and other property constituting the alleged
Secured Creditors's collateral, and furnishing the alleged Secured
Creditors with copies of all monthly operating reports.
A full-text copy of White Wing Weaponry's Motion, dated Nov. 30,
2016, is available at
http://bankrupt.com/misc/WhiteWing2016_1642144_4.pdf
A full-text copy of WWW Retail's Motion, dated Nov. 30, 2016, is
available at http://bankrupt.com/misc/WWWRetail2016_1642145_3.pdf
White Wing Weaponry, LLC and WWW Retail, LLC are represented by:
Rosa R. Orenstein, Esq.
Nathan M. Nichols, Esq.
ORENSTEIN LAW GROUP, P.C.
1910 Pacific Ave., Suite 8040
Dallas, TX 75201
Telephone: (214) 757-9101
Northstar Bank of Texas can be reached at:
NORTHSTAR BANK OF TEXAS
400 N Carroll Blvd
Denton, TX 76201
Firstlease, Inc. can be reached at:
FIRSTLEASE, INC.
1300 Virginia Drive, Suite 1300
Fort Washington, PA 19034
About White Wing Weaponry, LLC
White Wing Weaponry, LLC, filed a chapter 11 petition (Bankr. E.D.
Tex. Case Nos. 16-42144) on Nov. 28, 2016. WWW Retail, LLC filed a
chapter 11 petition (Bankr. E.D. Tex. Case No. 16-42145) on Nov.
29, 2016. The Debtors are represented by Rosa R. Orenstein, Esq.
and Nathan M. Nichols, Esq., at Orenstein Law Group, P.C.
Jeremy Hubnik (85%) and James O’Leary (15%) jointly own both
Debtors. The Debtors are seeking the joint administration of their
cases.
The Debtors are Texas limited liability companies and operate
retail firearms stores, including providing repair and servicing of
firearms.
The Debtors' business assets consist generally of inventory of new
and used firearms held for retail sale, some of which are also on
consignment for sale, equipment, parts and materials to repair
firearms, receivables from these operations generated in the
ordinary course of businesses together with cash payments, office
equipment, furniture and software to track its sales and inventory.
The Debtors lease the real property where they operate their
businesses.
WISCONSIN DAIRY: Disclosure Statement Approved, Plan Confirmed
--------------------------------------------------------------
Judge Catherine J. Furay of the U.S. Bankruptcy Court for the
Western District of Wisconsin approved Southwestern Wisconsin Dairy
Goat Products Cooperative's amended disclosure statement and
confirmed the amended plan of reorganization, dated Oct. 24, 3016,
further revised as of Oct. 25, 2016.
The Troubled Company Reporter previously previously reported that
the Plan provides for the full payment of all allowed
administrative, secured and unsecured claims.
General unsecured claimants, which total approximately $8,114,
will
be paid in full, with interest at the fixed rate of 3.5% per
annum,
amortized over 7 years, to be paid in full within 7 years, in
equal
monthly payments of $110, with the first payment to be paid within
30 days of the Effective Date of the Plan, and then paid on the
15th day of each month thereafter. The unsecured general unsecured
claimants will share pro rata in the monthly distributions.
The Debtor will continue its operations in producing dairy goat
products for wholesale and retail sale and will utilize profits,
revenues, income from operations, and cash on hand on the
Effective
Date, to effectuate the proposed Plan.
A full-text copy of the Amended Disclosure Statement and
accompanying Plan is available at:
http://bankrupt.com/misc/wiwb3-16-11994-97.pdf
About Southwestern Wisconsin
Southwestern Wisconsin Dairy Goat Products Cooperative is a
member-owned and operated cooperative and does business as Mt.
Sterling Co-op Creamery, Mt. Sterling Cheese Co-op, and Mt.
Sterling Cheese. The Debtor filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Wis. Case No. 16-11994) on June 3, 2016.
The Debtor is represented by Eliza M. Reyes, Esq., and Jennifer M.
Schank, Esq., at Krekeler Strother, S.C. The case is assigned to
Judge Robert D. Martin.
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 Southwestern Wisconsin Dairy Goat Products
Cooperative.
WTE-S&S: Can Use State Bank of Chilton Cash Through Jan. 31
-----------------------------------------------------------
Judge Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized WTE-S&S AG Enterprises LLC
to use State Bank of Chilton's cash collateral on an interim basis,
from Dec. 1, 2016 through Jan. 31, 2017.
The approved Budget provided for total disbursements in the amount
of $118,950.
State Bank of Chilton was granted valid, perfected, enforceable
security interests in the Debtor's post-petition assets, to the
extent of any diminution in the value of such assets from the
Petition Date through Jan. 31, 2017.
The Debtor was directed to maintain and pay premiums for insurance
to cover all of its assets from fire, theft and water damage, as
well as properly maintain its assets in good repair and properly
manage its business.
A final hearing on the Debtor's Motion is scheduled on Jan. 24,
2017 at 10:00 a.m.
A full-text copy of the Interim Order, dated Nov. 30, 2016, is
available at http://bankrupt.com/misc/WTES&SAG2016_1609913_116.pdf
About WTE-S&S AG Enterprises, LLC
WTE-S&S AG Enterprises, LLC, is a limited liability company formed
for the purpose of constructing an anaerobic digester on the
largest dairy farm in Door County, Wisconsin, so as to generate
electricity from harnessing methane extracted from animal waste.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 16-09913) on March 23, 2016. The petition was signed
by James G. Philip, manager and designated representative. The
Debtor is represented by David K. Welch, Esq., at Crane, Heyrnan,
Simon, Welch & Clar. The case is assigned to Judge Donald R.
Cassling. The Debtor estimated both assets and liabilities in the
range of $1 million to $10 million at the time of the filing.
YOGI CARPET: Wants to Use Cash Collateral Through December 26
-------------------------------------------------------------
Yogi Carpet & Tile, Inc. requests the U.S. Bankruptcy Court for the
Middle District of Florida for authorization to use cash collateral
for five weeks, beginning on November 28, 2016 through the week
beginning December 26, 2016.
The Debtor relates that it will require the use of approximately
$140,000 of cash collateral to continue to operate its business for
the next five weeks, in order to pay operating expenses pending a
final hearing on its request to use cash collateral. The Debtor
contends that if it is not permitted to use cash collateral, it
will be forced to halt operations, creating an adverse effect on
creditors and employees, and will likely eliminate the total value
of assets pledged as collateral.
The Debtor's proposed 5-week Budget provides for total building
expenses of $127,788.
The cash collateral is encumbered by the various liens of Unity
Bank, the U.S. Small Business Administration and Freshview
Solutions.
The Debtor tells the Court that Unity Bank may assert a first
priority security interest in its accounts and inventory. The
Debtor further tells the Court that it owes Unity Bank
approximately $1,207,602 in principal as of the Petition Date,
which is secured by a blanket lien on the its personal property.
The Debtor says that the U.S. Small Business Administration and
Freshview Solutions may claim an inferior interest in the Debtor's
accounts receivable and inventory by virtue of alleged liens on the
Debtor's personal property. The Debtor believes the Inferior
Interests are wholly unsecured due to the outstanding amounts owed
to creditors with superior security interests in the Debtor’s
property, or due to disputes over the basis for such creditors’
respective alleged security interests.
The Debtor proposes to grant the Unity Bank, the U.S. Small
Business Administration and Freshview Solutions replacement liens
to the extent of any diminution in value, with such liens to have
the same validity, extent, and priority as their respective
pre-petition liens. The Debtor asserts that Unity Bank is
adequately protected by virtue of the value of Debtor's real
property.
A full-text copy of the Debtor's Motion, dated December 1, 2016, is
available at https://is.gd/twj3Q3
Yogi Carpet & Tile, Inc. is represented by:
Daniel A. Velasquez, Esq.
Justin M. Luna, Esq.
LATHAM, SHUKER, EDEN & BEAUDINE, LLP
111 North Magnolia Avenue, Suite 1400
Orlando, Florida 32801
Telephone: 407-481-5800
Facsimile: 407-481-5801
Email: dvelasquez@lseblaw.com
jluna@lseblaw.com
Unity Bank is represented by:
Richard T. Donato, Esq.,
7700 Davie Road Extension
Hollywood, Florida 33024
Email: Richard@rtdlawpa.com
Unity Bank can be reached at:
Zachary J. Bancroft
Unity Bank, SunTrust Center
200 South Orange Avenue
Suite 2900, PO Box 1549
Orlando, Florida 32802,
Email: zbancroft@bakerdonelson.com
About Yogi Carpet & Tile
Yogi Carpet & Tile, Inc. is a family owned and operated flooring
business formed in June, 1995. The Debtor owns and operates a
22,000 square foot flooring showroom at: 7309 E. Colonial Drive,
Orlando, Florida 32807 and offers a wide selection of wood, tile
and laminate flooring and carpet.
Yogi Carpet & Tile, Inc. dba D'Best Carpet & Tile dba D'Best Floorz
& More filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
16-07776), on November 30, 2016. The Petition was signed by Dario
Hernandez, president. The Debtor is represented by Daniel A.
Velasquez, Esq. and Justin M. Luna, Esq. of Latham, Shuker, Eden &
Beaudine, LLP. At the time of filing, the Debtor estimated both
assets and liabilities at $1 million to $10 million each.
ZAYO GROUP: Moody's Affirms B2 CFR & Changes Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service has changed the ratings outlook for Zayo
Group LLC to stable from positive following the company's
announcement of an agreement to acquire Electric Lightwave (EL)
(formerly Integra Telecom Inc. (B3 stable)) for $1.4 billion in
cash. Moody's has also affirmed Zayo's B2 corporate family rating
(CFR), B2-PD probability of default rating, B3 (LGD5) unsecured
debt rating and Ba2 (LGD2) senior secured debt rating. Moody's has
changed Zayo's speculative grade liquidity rating to SGL-2 from
SGL-1 based on its persistent high capex and minimal free cash
flow. Zayo currently has a term loan committment to finance the
transaction, but Moody's has assumed that the permanent financing
mix will be in line with the current proportion of secured and
unsecured debt in the capital structure. Any shift in the mix of
secured and unsecured in the capital structure could result in a
change to the B3 unsecured and Ba2 secured ratings.
Zayo's acquisition of EL will pressure leverage and negatively
impact Zayo's growth rate. Electric Lightwave (EL) is the
rebranded name of Integra Telecom, a traditional CLEC that serves
enterprise customers and a base of small and medium sized
businesses. In August of this year, Integra accelerated its
efforts to split its business and financial reporting into a fiber
infrastructure segment and a more traditional CLEC business. The
split was mostly cosmetic and Zayo will inherit both segments with
the task of managing the CLEC segment for cash or selling it. As
this occurs, EL's total EBITDA will erode, which could pressure pro
forma leverage if targeted cost savings do not outpace the decline.
Zayo estimates that 35% to 45% of EL's revenue fits within its
definition of communications infrastructure services.
This transaction, along with the recent Allstream deal could signal
Zayo's willingness to acquire lower quality assets that are less
aligned with its core strategy. Moody's believes the shift in
acquisition targets is due to the lack of sizeable pure-play fiber
infrastructure companies in the market. But, Moody's also believes
the shift could be motivated by Zayo's sluggish organic growth
trajectory and a tolerance for less strategic fit in exchange for
growth.
Although only 35% to 45% of revenues are from communications
infrastructure services, EL has an extensive fiber network in the
Western United States and owns metro fiber routes in all major
cities in the region. The fiber business complements Zayo's core
business and Moody's expects Zayo to extract meaningful cost and
revenue synergies as part of the combination of fiber assets.
Combined with Zayo, which is already spending above 40% of revenues
on capex, Moody's believes the pro-forma organization will continue
its high capital spending and produce minimal, if any, free cash
flow.
Issuer: Zayo Group, LLC
Downgrades:
Speculative Grade Liquidity Rating, Downgraded to SGL-2 from
SGL-1
Affirmations:
Probability of Default Rating, Affirmed B2-PD
Corporate Family Rating, Affirmed B2
Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD2)
Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5)
Outlook Actions:
Outlook, Changed To Stable From Positive
RATINGS RATIONALE
Zayo's B2 corporate family rating reflects its modest organic
growth, stable base of contracted recurring revenues and valuable
fiber optic network assets. Zayo is well positioned for continued
growth from strong bandwidth demand from both carrier and
enterprise customers. Management has demonstrated its ability to
execute a high quantity of both small and large acquisitions and
achieve (or exceed) projected merger benefits. Although Zayo's
aggressive M&A stance is generally credit negative, management's
skill in navigating these transactions does offset a meaningful
amount of this risk.
These positives are offset by Zayo's high leverage of around 5.5x
(Moody's adjusted and pro-forma for the pending EL acquisition) and
the company's history of frequent debt-financed acquisitions.
Zayo's business model requires heavy capital investment and is
susceptible to customer churn, both of which pressure free cash
flow. And, in addition to increasing its credit risk, Zayo's
serial debt financed acquisition activity has also led to poor
visibility into the company's organic growth and steady state cost
structure.
Moody's expects Zayo to maintain good liquidity supported by $193
million of cash on hand as of Sept. 30, 2016, and $442 million
available on its $450 million revolver. Moody's also expects the
company to generate very limited, if any, free cash flow going
forward due to its very high capex. Zayo has no debt maturities
prior to 2020 and the covenants governing Zayo's secured debt offer
ample cushion relative to the most recent results.
Moody's could upgrade Zayo's ratings if adjusted leverage
approaches 4.5x and FCF/Debt is sustained around 10%. Downward
rating pressure could develop if liquidity deteriorates or if
capital intensity increases such that Zayo is unable to generate
sustainable positive free cash flow or if leverage exceeds 6x on a
sustained basis.
The principal methodology used in these ratings was Global
Communications Infrastructure Rating Methodology published in June
2011.
Headquartered in Boulder, Colorado, Zayo Group is a provider of
bandwidth infrastructure and network-neutral interconnection
services with significant fiber network assets and international
reach.
[*] Fitch: Deals, Defaults Ahead as Shipping Outlook Stays Negative
-------------------------------------------------------------------
Muted demand growth will exacerbate overcapacity for the shipping
sector in 2017, putting pressure on freight rates and driving
further consolidation and defaults, Fitch Ratings says. Fitch
expects performance in all segments to be under pressure and have
therefore maintained its negative sector outlook. However, tanker
shipping will face slightly less stress than dry bulk and container
shipping.
Many container shipping and tanker shipping companies had
sufficient cash to cover short-term maturities at their most recent
reporting date, but they are still reliant on uninterrupted access
to bank funding to cover negative free cash flow. This funding is
even more critical for companies that are not able to cover their
upcoming maturities.
Therefore, the filing for receivership in August by Korea-based
Hanjin Shipping, the seventh-largest container shipping company in
the world, may have far-reaching ramifications. In particular,
creditors' withdrawal of support may indicate a reassessment of the
financing landscape, where secured bank funding for new vessels has
remained relatively accessible even as market conditions have
deteriorated.
Fitch expects more M&A activity and defaults in the short and
medium term. But these will only restore equilibrium and boost
freight rates if they prompt capacity reduction. In container
shipping we expect consolidation to affect companies across the
entire segment, with smaller operators focusing on survival through
increasing scale while market leaders such as Maersk Line defend
their market position through M&A. Defaults are likely to be
concentrated among companies with weak liquidity and challenges
with access to bank funding.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
ABSOLUTE SOFTWRE ALSWF US 101.7 (45.3)
(35.4)
ABSOLUTE SOFTWRE ABT CN 101.7 (45.3)
(35.4)
ABSOLUTE SOFTWRE OU1 GR 101.7 (45.3)
(35.4)
ABSOLUTE SOFTWRE ABT2EUR EU 101.7 (45.3)
(35.4)
ADVANCED EMISSIO OXQ1 GR 40.5 (0.3)
(1.4)
ADVANCED EMISSIO ADES US 40.5 (0.3)
(1.4)
ADVANCEPIERRE FO APFH US 1,210.5 (329.7) 254.3
ADVANCEPIERRE FO APFHEUR EU 1,210.5 (329.7) 254.3
AEROJET ROCKETDY AJRD US 1,952.0 (63.9) 82.6
AEROJET ROCKETDY GCY GR 1,952.0 (63.9) 82.6
AEROJET ROCKETDY GCY TH 1,952.0 (63.9) 82.6
AEROJET ROCKETDY AJRDEUR EU 1,952.0 (63.9) 82.6
AGENUS INC AGEN US 174.8 (21.0) 74.7
AGENUS INC AJ81 GR 174.8 (21.0) 74.7
AGENUS INC AJ81 TH 174.8 (21.0) 74.7
AGENUS INC AGENEUR EU 174.8 (21.0) 74.7
AK STEEL HLDG AK2 TH 3,920.8 (275.2) 766.6
AK STEEL HLDG AKS US 3,920.8 (275.2) 766.6
AK STEEL HLDG AK2 GR 3,920.8 (275.2) 766.6
AK STEEL HLDG AKS* MM 3,920.8 (275.2) 766.6
AMER RESTAUR-LP ICTPU US 33.5 (4.0)
(6.2)
ANGIE'S LIST INC ANGIEUR EU 159.9 (8.8)
(33.9)
ANGIE'S LIST INC ANGI US 159.9 (8.8)
(33.9)
ANGIE'S LIST INC 8AL GR 159.9 (8.8)
(33.9)
ARCH COAL IN-W/I ACI-W US 4,658.1 (1,676.1) 662.2
ARCH COAL INC ACC QT 4,658.1 (1,676.1) 662.2
ARCH COAL INC ACIIQ US 4,658.1 (1,676.1) 662.2
ARCH COAL INC ACIIQ* MM 4,658.1 (1,676.1) 662.2
ARCH COAL INC-A ARCH US 4,658.1 (1,676.1) 662.2
ARCH COAL INC-A ARCH1EUR EU 4,658.1 (1,676.1) 662.2
ARIAD PHARM APS QT 676.6 (46.3) 240.4
ARIAD PHARM ARIA SW 676.6 (46.3) 240.4
ARIAD PHARM ARIA US 676.6 (46.3) 240.4
ARIAD PHARM APS TH 676.6 (46.3) 240.4
ARIAD PHARM ARIACHF EU 676.6 (46.3) 240.4
ARIAD PHARM ARIAEUR EU 676.6 (46.3) 240.4
ARIAD PHARM APS GR 676.6 (46.3) 240.4
ARRAY BIOPHARMA AR2 GR 166.9 (52.1) 93.8
ARRAY BIOPHARMA ARRYEUR EU 166.9 (52.1) 93.8
ARRAY BIOPHARMA ARRY US 166.9 (52.1) 93.8
ARRAY BIOPHARMA AR2 TH 166.9 (52.1) 93.8
ASPEN TECHNOLOGY AZPN US 289.9 (183.6)
(186.0)
ASPEN TECHNOLOGY AST QT 289.9 (183.6)
(186.0)
ASPEN TECHNOLOGY AZPNEUR EU 289.9 (183.6)
(186.0)
ASPEN TECHNOLOGY AST TH 289.9 (183.6)
(186.0)
ASPEN TECHNOLOGY AST GR 289.9 (183.6)
(186.0)
AUTOZONE INC AZ5 QT 8,599.8 (1,787.5)
(450.7)
AUTOZONE INC AZ5 GR 8,599.8 (1,787.5)
(450.7)
AUTOZONE INC AZOEUR EU 8,599.8 (1,787.5)
(450.7)
AUTOZONE INC AZ5 TH 8,599.8 (1,787.5)
(450.7)
AUTOZONE INC AZO US 8,599.8 (1,787.5)
(450.7)
AVID TECHNOLOGY AVD GR 262.9 (272.7)
(91.6)
AVID TECHNOLOGY AVID US 262.9 (272.7)
(91.6)
AVISTA HEALTHCAR AHPAU US 0.8 (0.0)
(0.7)
AVISTA HEALTHCAR AWF GR 0.8 (0.0)
(0.7)
AVISTA HEALTHCAR AHPAUEUR EU 0.8 (0.0)
(0.7)
AVON - BDR AVON34 BZ 3,905.5 (336.4) 853.1
AVON PRODUCT-CED AVP AR 3,905.5 (336.4) 853.1
AVON PRODUCTS AVP TH 3,905.5 (336.4) 853.1
AVON PRODUCTS AVP GR 3,905.5 (336.4) 853.1
AVON PRODUCTS AVP CI 3,905.5 (336.4) 853.1
AVON PRODUCTS AVP US 3,905.5 (336.4) 853.1
AVON PRODUCTS AVP QT 3,905.5 (336.4) 853.1
AVON PRODUCTS AVP* MM 3,905.5 (336.4) 853.1
AXIM BIOTECHNOLO AXIM US 1.2 (3.2)
(3.0)
BARRACUDA NETWOR CUDAEUR EU 436.0 (15.8)
(23.7)
BARRACUDA NETWOR 7BM GR 436.0 (15.8)
(23.7)
BARRACUDA NETWOR 7BM QT 436.0 (15.8)
(23.7)
BARRACUDA NETWOR CUDA US 436.0 (15.8)
(23.7)
BENEFITFOCUS INC BNFT US 153.4 (35.4) 4.3
BENEFITFOCUS INC BTF GR 153.4 (35.4) 4.3
BLUE BIRD CORP BLBD US 310.3 (99.1)
(7.6)
BOMBARDIER INC-B BBDBN MM 23,876.0 (3,865.0) 1,686.0
BOMBARDIER-B OLD BBDYB BB 23,876.0 (3,865.0) 1,686.0
BOMBARDIER-B W/I BBD/W CN 23,876.0 (3,865.0) 1,686.0
BRINKER INTL BKJ GR 1,458.5 (551.1)
(251.2)
BRINKER INTL EAT2EUR EU 1,458.5 (551.1)
(251.2)
BRINKER INTL BKJ QT 1,458.5 (551.1)
(251.2)
BRINKER INTL EAT US 1,458.5 (551.1)
(251.2)
BROOKFIELD REAL BRE CN 97.2 (33.5) 1.6
BRP INC/CA-SUB V B15A GR 2,204.8 (73.9) 63.7
BRP INC/CA-SUB V DOO CN 2,204.8 (73.9) 63.7
BRP INC/CA-SUB V BRPIF US 2,204.8 (73.9) 63.7
BUFFALO COAL COR BUC SJ 50.0 (20.4)
(18.0)
BURLINGTON STORE BURL* MM 2,688.1 (135.4) 27.2
BURLINGTON STORE BURL US 2,688.1 (135.4) 27.2
BURLINGTON STORE BUI GR 2,688.1 (135.4) 27.2
CADIZ INC 2ZC GR 59.0 (70.2)
(39.7)
CADIZ INC CDZI US 59.0 (70.2)
(39.7)
CAESARS ENTERTAI C08 GR 15,351.0 (971.0)
(2,334.0)
CAESARS ENTERTAI CZR US 15,351.0 (971.0)
(2,334.0)
CALIFORNIA RESOU 1CL TH 6,332.0 (493.0)
(302.0)
CALIFORNIA RESOU CRC US 6,332.0 (493.0)
(302.0)
CALIFORNIA RESOU 1CLB GR 6,332.0 (493.0)
(302.0)
CALIFORNIA RESOU CRCEUR EU 6,332.0 (493.0)
(302.0)
CAMBIUM LEARNING ABCD US 159.5 (65.5)
(49.9)
CAMPING WORLD-A CWHEUR EU 1,367.5 (354.3) 197.2
CAMPING WORLD-A CWH US 1,367.5 (354.3) 197.2
CAMPING WORLD-A C83 GR 1,367.5 (354.3) 197.2
CARRIZO OIL&GAS CRZOEUR EU 1,420.5 (205.4)
(152.2)
CARRIZO OIL&GAS CRZO US 1,420.5 (205.4)
(152.2)
CARRIZO OIL&GAS CO1 TH 1,420.5 (205.4)
(152.2)
CARRIZO OIL&GAS CO1 GR 1,420.5 (205.4)
(152.2)
CARRIZO OIL&GAS CO1 QT 1,420.5 (205.4)
(152.2)
CASELLA WASTE WA3 GR 635.3 (13.9) 2.2
CASELLA WASTE CWST US 635.3 (13.9) 2.2
CEB INC FC9 GR 1,467.4 (85.8)
(123.7)
CEB INC CEB US 1,467.4 (85.8)
(123.7)
CHESAPEAKE ENERG CHK* MM 12,523.0 (932.0)
(2,539.0)
CHESAPEAKE ENERG CS1 TH 12,523.0 (932.0)
(2,539.0)
CHESAPEAKE ENERG CS1 GR 12,523.0 (932.0)
(2,539.0)
CHESAPEAKE ENERG CHK US 12,523.0 (932.0)
(2,539.0)
CHOICE HOTELS CZH GR 846.3 (337.4) 113.4
CHOICE HOTELS CHH US 846.3 (337.4) 113.4
CINCINNATI BELL CBBEUR EU 1,529.9 (194.8)
(40.7)
CINCINNATI BELL CBB US 1,529.9 (194.8)
(40.7)
CINCINNATI BELL CIB1 GR 1,529.9 (194.8)
(40.7)
CLEAR CHANNEL-A C7C GR 5,675.6 (995.0) 616.1
CLEAR CHANNEL-A CCO US 5,675.6 (995.0) 616.1
CLEARSIDE BIOMED CLSD US 4.5 (4.3) 1.2
CLEARSIDE BIOMED CLM GR 4.5 (4.3) 1.2
CLIFFS NATURAL R CLF* MM 1,772.9 (1,400.5) 376.1
CLIFFS NATURAL R CVA TH 1,772.9 (1,400.5) 376.1
CLIFFS NATURAL R CLF US 1,772.9 (1,400.5) 376.1
CLIFFS NATURAL R CVA QT 1,772.9 (1,400.5) 376.1
CLIFFS NATURAL R CLF2EUR EU 1,772.9 (1,400.5) 376.1
CLIFFS NATURAL R CVA GR 1,772.9 (1,400.5) 376.1
COGENT COMMUNICA OGM1 GR 617.6 (40.5) 140.3
COGENT COMMUNICA CCOI US 617.6 (40.5) 140.3
COMMUNICATION CSAL US 3,217.5 (1,287.0) -
COMMUNICATION 8XC GR 3,217.5 (1,287.0) -
CONTURA ENERGY I CNTE US 827.7 (4.6) 56.6
CPI CARD GROUP I PNT CN 270.7 (89.0) 58.7
CPI CARD GROUP I CPB GR 270.7 (89.0) 58.7
CPI CARD GROUP I PMTS US 270.7 (89.0) 58.7
DELEK LOGISTICS DKL US 393.2 (14.0) 4.8
DELEK LOGISTICS D6L GR 393.2 (14.0) 4.8
DENNY'S CORP DENN US 297.7 (53.8)
(48.1)
DENNY'S CORP DE8 GR 297.7 (53.8)
(48.1)
DOMINO'S PIZZA DPZ US 676.6 (1,936.1) 62.1
DOMINO'S PIZZA EZV GR 676.6 (1,936.1) 62.1
DOMINO'S PIZZA EZV QT 676.6 (1,936.1) 62.1
DOMINO'S PIZZA EZV TH 676.6 (1,936.1) 62.1
DUN & BRADSTREET DB5 GR 2,016.9 (1,054.3)
(151.7)
DUN & BRADSTREET DNB1EUR EU 2,016.9 (1,054.3)
(151.7)
DUN & BRADSTREET DB5 TH 2,016.9 (1,054.3)
(151.7)
DUN & BRADSTREET DNB US 2,016.9 (1,054.3)
(151.7)
DUNKIN' BRANDS G 2DB TH 3,145.6 (167.2) 181.6
DUNKIN' BRANDS G DNKN US 3,145.6 (167.2) 181.6
DUNKIN' BRANDS G 2DB GR 3,145.6 (167.2) 181.6
DUNKIN' BRANDS G DNKNEUR EU 3,145.6 (167.2) 181.6
EASTMAN KODAK CO KODN GR 1,981.0 (23.0) 814.0
EASTMAN KODAK CO KODK US 1,981.0 (23.0) 814.0
ENERGIZER HOLDIN EGG GR 1,731.5 (30.0) 356.4
ENERGIZER HOLDIN ENR-WEUR EU 1,731.5 (30.0) 356.4
ENERGIZER HOLDIN ENR US 1,731.5 (30.0) 356.4
ERIN ENERGY CORP ERN SJ 342.4 (161.2)
(255.1)
FAIRMOUNT SANTRO FM1 GR 1,239.0 (13.3) 284.0
FAIRMOUNT SANTRO FMSAEUR EU 1,239.0 (13.3) 284.0
FAIRMOUNT SANTRO FMSA US 1,239.0 (13.3) 284.0
FAIRPOINT COMMUN FONN GR 1,248.8 (41.0) 11.0
FAIRPOINT COMMUN FRP US 1,248.8 (41.0) 11.0
FERRELLGAS-LP FGP US 1,683.3 (651.8)
(77.1)
FERRELLGAS-LP FEG GR 1,683.3 (651.8)
(77.1)
FORESIGHT ENERGY FELP US 1,735.8 (70.0) 55.4
FORESIGHT ENERGY FHR GR 1,735.8 (70.0) 55.4
GAMCO INVESTO-A GBL US 121.3 (199.1) -
GARTNER INC IT US 2,277.7 (10.5)
(171.5)
GARTNER INC GGRA GR 2,277.7 (10.5)
(171.5)
GCP APPLIED TECH GCP US 1,061.0 (118.4) 282.5
GCP APPLIED TECH 43G GR 1,061.0 (118.4) 282.5
GENESIS HEALTHCA GEN US 5,886.6 (771.5) 237.4
GENESIS HEALTHCA SH11 GR 5,886.6 (771.5) 237.4
GOGO INC G0G GR 1,224.2 (18.0) 398.4
GOGO INC GOGO US 1,224.2 (18.0) 398.4
GREEN PLAINS PAR 8GP GR 88.9 (67.0) 3.5
GREEN PLAINS PAR GPP US 88.9 (67.0) 3.5
GUIDANCE SOFTWAR ZTT GR 74.8 (1.1)
(20.9)
GUIDANCE SOFTWAR GUID US 74.8 (1.1)
(20.9)
H&R BLOCK INC HRB GR 2,163.5 (199.8)
(0.8)
H&R BLOCK INC HRBEUR EU 2,163.5 (199.8)
(0.8)
H&R BLOCK INC HRB TH 2,163.5 (199.8)
(0.8)
H&R BLOCK INC HRB QT 2,163.5 (199.8)
(0.8)
H&R BLOCK INC HRB US 2,163.5 (199.8)
(0.8)
HALOZYME THERAPE RV7 QT 282.5 (12.0) 219.9
HALOZYME THERAPE HALO US 282.5 (12.0) 219.9
HALOZYME THERAPE HALOEUR EU 282.5 (12.0) 219.9
HALOZYME THERAPE RV7 GR 282.5 (12.0) 219.9
HCA HOLDINGS INC HCA US 33,127.0 (6,163.0) 3,688.0
HCA HOLDINGS INC HCAEUR EU 33,127.0 (6,163.0) 3,688.0
HCA HOLDINGS INC 2BH GR 33,127.0 (6,163.0) 3,688.0
HCA HOLDINGS INC 2BH TH 33,127.0 (6,163.0) 3,688.0
HELIX TCS INC HLIX US 4.3 (1.7)
(0.9)
HOVNANIAN-A-WI HOV-W US 2,388.8 (151.9) 1,377.8
HP COMPANY-BDR HPQB34 BZ 29,010.0 (3,889.0)
(340.0)
HP INC HPQ* MM 29,010.0 (3,889.0)
(340.0)
HP INC HPQCHF EU 29,010.0 (3,889.0)
(340.0)
HP INC HPQ CI 29,010.0 (3,889.0)
(340.0)
HP INC HWP QT 29,010.0 (3,889.0)
(340.0)
HP INC HPQ SW 29,010.0 (3,889.0)
(340.0)
HP INC HPQ US 29,010.0 (3,889.0)
(340.0)
HP INC HPQUSD SW 29,010.0 (3,889.0)
(340.0)
HP INC HPQ TE 29,010.0 (3,889.0)
(340.0)
HP INC 7HP TH 29,010.0 (3,889.0)
(340.0)
HP INC 7HP GR 29,010.0 (3,889.0)
(340.0)
IBI GROUP INC IBG CN 271.9 (17.5) 41.6
IMMUNOMEDICS INC IMMU US 40.6 (73.0) 21.8
IMMUNOMEDICS INC IM3 GR 40.6 (73.0) 21.8
INFOR ACQUISIT-A IAC/A CN 233.1 (3.8) 0.6
INFOR ACQUISITIO IAC-U CN 233.1 (3.8) 0.6
INNOVIVA INC HVE GR 370.5 (367.9) 171.2
INNOVIVA INC INVA US 370.5 (367.9) 171.2
INTERNATIONAL WI ITWG US 324.8 (12.0) 99.6
INTERUPS INC ITUP US 0.0 (2.4)
(2.4)
JACK IN THE BOX JACK US 1,348.8 (217.2)
(124.2)
JACK IN THE BOX JACK1EUR EU 1,348.8 (217.2)
(124.2)
JACK IN THE BOX JBX GR 1,348.8 (217.2)
(124.2)
JUST ENERGY GROU 1JE GR 1,321.4 (376.8)
(289.1)
JUST ENERGY GROU JE US 1,321.4 (376.8)
(289.1)
JUST ENERGY GROU JE CN 1,321.4 (376.8)
(289.1)
KADMON HOLDINGS KDMN US 86.8 (8.8) 26.1
KADMON HOLDINGS KDMNEUR EU 86.8 (8.8) 26.1
KADMON HOLDINGS KDF GR 86.8 (8.8) 26.1
L BRANDS INC LBEUR EU 7,663.3 (1,188.3) 879.2
L BRANDS INC LTD QT 7,663.3 (1,188.3) 879.2
L BRANDS INC LTD GR 7,663.3 (1,188.3) 879.2
L BRANDS INC LB US 7,663.3 (1,188.3) 879.2
L BRANDS INC LTD TH 7,663.3 (1,188.3) 879.2
L BRANDS INC LB* MM 7,663.3 (1,188.3) 879.2
LANTHEUS HOLDING 0L8 GR 255.0 (121.2) 71.3
LANTHEUS HOLDING LNTH US 255.0 (121.2) 71.3
LEE ENTERPRISES LEE US 715.2 (122.1)
(24.8)
LEE ENTERPRISES LEE1EUR EU 715.2 (122.1)
(24.8)
LEE ENTERPRISES LE7 GR 715.2 (122.1)
(24.8)
MADISON-A/NEW-WI MSGN-W US 822.1 (1,080.3) 188.2
MANITOWOC FOOD MFS US 1,817.7 (72.2) 39.5
MANITOWOC FOOD 6M6 GR 1,817.7 (72.2) 39.5
MANITOWOC FOOD MFS1EUR EU 1,817.7 (72.2) 39.5
MANNKIND CORP MNKD IT 96.1 (238.7)
(57.2)
MCBC HOLDINGS IN 1SG GR 83.5 (1.5)
(18.9)
MCBC HOLDINGS IN MCFT US 83.5 (1.5)
(18.9)
MCDONALDS - BDR MCDC34 BZ 32,486.9 (1,624.1)
(174.6)
MCDONALDS CORP MCD US 32,486.9 (1,624.1)
(174.6)
MCDONALDS CORP MDO QT 32,486.9 (1,624.1)
(174.6)
MCDONALDS CORP MCD CI 32,486.9 (1,624.1)
(174.6)
MCDONALDS CORP MCDUSD SW 32,486.9 (1,624.1)
(174.6)
MCDONALDS CORP MDO TH 32,486.9 (1,624.1)
(174.6)
MCDONALDS CORP MCD* MM 32,486.9 (1,624.1)
(174.6)
MCDONALDS CORP MCD TE 32,486.9 (1,624.1)
(174.6)
MCDONALDS CORP MCD SW 32,486.9 (1,624.1)
(174.6)
MCDONALDS CORP MCDCHF EU 32,486.9 (1,624.1)
(174.6)
MCDONALDS CORP MDO GR 32,486.9 (1,624.1)
(174.6)
MCDONALDS-CEDEAR MCD AR 32,486.9 (1,624.1)
(174.6)
MDC COMM-W/I MDZ/W CN 1,642.3 (451.7)
(319.2)
MDC PARTNERS-A MDZ/A CN 1,642.3 (451.7)
(319.2)
MDC PARTNERS-A MDCAEUR EU 1,642.3 (451.7)
(319.2)
MDC PARTNERS-A MD7A GR 1,642.3 (451.7)
(319.2)
MDC PARTNERS-A MDCA US 1,642.3 (451.7)
(319.2)
MDC PARTNERS-EXC MDZ/N CN 1,642.3 (451.7)
(319.2)
MEAD JOHNSON 0MJA TH 4,193.7 (438.7) 1,555.7
MEAD JOHNSON 0MJA GR 4,193.7 (438.7) 1,555.7
MEAD JOHNSON MJNEUR EU 4,193.7 (438.7) 1,555.7
MEAD JOHNSON MJN US 4,193.7 (438.7) 1,555.7
MEDLEY MANAGE-A MDLY US 116.6 (23.4) 35.7
MERITOR INC MTOR US 2,494.0 (186.0) 148.0
MERITOR INC AID1 GR 2,494.0 (186.0) 148.0
MERITOR INC MTOREUR EU 2,494.0 (186.0) 148.0
MERRIMACK PHARMA MP6 QT 118.4 (227.1) 1.3
MERRIMACK PHARMA MACK US 118.4 (227.1) 1.3
MERRIMACK PHARMA MACKEUR EU 118.4 (227.1) 1.3
MERRIMACK PHARMA MP6 GR 118.4 (227.1) 1.3
MICHAELS COS INC MIM GR 2,001.0 (1,707.8) 531.0
MICHAELS COS INC MIK US 2,001.0 (1,707.8) 531.0
MIDSTATES PETROL MPO US 695.7 (1,533.1) 1.8
MONEYGRAM INTERN MGI US 4,426.1 (208.5) 2.7
MOODY'S CORP DUT QT 5,019.3 (357.9) 1,614.4
MOODY'S CORP DUT TH 5,019.3 (357.9) 1,614.4
MOODY'S CORP DUT GR 5,019.3 (357.9) 1,614.4
MOODY'S CORP MCO US 5,019.3 (357.9) 1,614.4
MOODY'S CORP MCOEUR EU 5,019.3 (357.9) 1,614.4
MOTOROLA SOLUTIO MTLA GR 8,619.0 (648.0) 1,643.0
MOTOROLA SOLUTIO MSI US 8,619.0 (648.0) 1,643.0
MOTOROLA SOLUTIO MOT TE 8,619.0 (648.0) 1,643.0
MOTOROLA SOLUTIO MTLA TH 8,619.0 (648.0) 1,643.0
MSG NETWORKS- A MSGN US 822.1 (1,080.3) 188.2
MSG NETWORKS- A 1M4 TH 822.1 (1,080.3) 188.2
MSG NETWORKS- A 1M4 GR 822.1 (1,080.3) 188.2
MSG NETWORKS- A MSGNEUR EU 822.1 (1,080.3) 188.2
NANOSTRING TECHN 0F1 GR 102.3 (6.6) 61.9
NANOSTRING TECHN NSTG US 102.3 (6.6) 61.9
NANOSTRING TECHN NSTGEUR EU 102.3 (6.6) 61.9
NATHANS FAMOUS NATH US 75.6 (67.9) 54.9
NATHANS FAMOUS NFA GR 75.6 (67.9) 54.9
NATIONAL CINEMED NCMI US 1,029.8 (181.3) 75.4
NATIONAL CINEMED XWM GR 1,029.8 (181.3) 75.4
NAVIDEA BIOPHARM NAVB IT 11.2 (63.8)
(54.3)
NAVISTAR INTL IHR TH 5,719.0 (5,134.0) 239.0
NAVISTAR INTL IHR GR 5,719.0 (5,134.0) 239.0
NAVISTAR INTL NAV US 5,719.0 (5,134.0) 239.0
NAVISTAR INTL IHR QT 5,719.0 (5,134.0) 239.0
NEFF CORP-CL A NEFF US 673.2 (150.2) 19.8
NEFF CORP-CL A NFO GR 673.2 (150.2) 19.8
NEKTAR THERAPEUT NKTR US 425.1 (67.9) 206.2
NEKTAR THERAPEUT ITH GR 425.1 (67.9) 206.2
NEW ENG RLTY-LP NEN US 192.7 (30.9) -
NUTANIX INC - A NTNX US 399.1 (65.9) 117.1
NUTANIX INC - A 0NU TH 399.1 (65.9) 117.1
NUTANIX INC - A NTNXEUR EU 399.1 (65.9) 117.1
NUTANIX INC - A 0NU GR 399.1 (65.9) 117.1
OCH-ZIFF CAPIT-A OZM US 1,388.3 (251.3) -
OMEROS CORP 3O8 GR 72.8 (22.8) 44.6
OMEROS CORP OMEREUR EU 72.8 (22.8) 44.6
OMEROS CORP OMER US 72.8 (22.8) 44.6
OMEROS CORP 3O8 TH 72.8 (22.8) 44.6
ONCOMED PHARMACE O0M GR 218.2 (3.2) 157.2
ONCOMED PHARMACE OMED US 218.2 (3.2) 157.2
OPHTH0TECH CORP OPHT US 350.6 (36.6) 289.8
OPHTH0TECH CORP O2T GR 350.6 (36.6) 289.8
PAPA JOHN'S INTL PP1 GR 498.8 (2.8) 17.6
PAPA JOHN'S INTL PZZA US 498.8 (2.8) 17.6
PENN NATL GAMING PENN US 5,251.7 (553.9)
(199.9)
PENN NATL GAMING PN1 GR 5,251.7 (553.9)
(199.9)
PHILIP MORRIS IN PM1 TE 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN PMI1 IX 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN PMI EB 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN 4I1 TH 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN PM US 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN PM FP 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN 4I1 GR 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN 4I1 QT 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN PM1EUR EU 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN PMI SW 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN PM1CHF EU 35,577.0 (10,317.0) 2,316.0
PINNACLE ENTERTA PNK US 4,101.2 (356.9)
(120.4)
PINNACLE ENTERTA 65P GR 4,101.2 (356.9)
(120.4)
PLY GEM HOLDINGS PG6 GR 1,348.9 (2.9) 310.6
PLY GEM HOLDINGS PGEM US 1,348.9 (2.9) 310.6
QUINTILES IMS HO Q US 4,128.8 (81.9) 1,023.2
QUINTILES IMS HO QTS GR 4,128.8 (81.9) 1,023.2
REATA PHARMACE-A RETA US 101.8 (212.3) 39.8
REATA PHARMACE-A 2R3 GR 101.8 (212.3) 39.8
REGAL ENTERTAI-A RGC US 2,477.6 (861.5)
(89.0)
REGAL ENTERTAI-A RGC* MM 2,477.6 (861.5)
(89.0)
REGAL ENTERTAI-A RETA GR 2,477.6 (861.5)
(89.0)
RESOLUTE ENERGY R21 GR 294.9 (339.1)
(16.8)
RESOLUTE ENERGY REN US 294.9 (339.1)
(16.8)
RESOLUTE ENERGY RENEUR EU 294.9 (339.1)
(16.8)
REVLON INC-A RVL1 GR 3,113.7 (559.6) 457.4
REVLON INC-A REV US 3,113.7 (559.6) 457.4
RYERSON HOLDING 7RY TH 1,643.3 (33.2) 696.4
RYERSON HOLDING 7RY GR 1,643.3 (33.2) 696.4
RYERSON HOLDING RYI US 1,643.3 (33.2) 696.4
SALLY BEAUTY HOL SBH US 2,132.1 (276.2) 684.2
SALLY BEAUTY HOL S7V GR 2,132.1 (276.2) 684.2
SANCHEZ ENERGY C SN US 1,185.1 (761.1) 265.1
SANCHEZ ENERGY C SN* MM 1,185.1 (761.1) 265.1
SANCHEZ ENERGY C 13S GR 1,185.1 (761.1) 265.1
SANCHEZ ENERGY C 13S TH 1,185.1 (761.1) 265.1
SANDRIDGE ENERGY SDEUR EU 1,886.5 (2,675.5) 585.8
SANDRIDGE ENERGY SD US 1,886.5 (2,675.5) 585.8
SANDRIDGE ENERGY SA2B GR 1,886.5 (2,675.5) 585.8
SBA COMM CORP-A SBAC US 7,915.7 (1,669.1) 119.4
SBA COMM CORP-A SBACEUR EU 7,915.7 (1,669.1) 119.4
SBA COMM CORP-A SBJ GR 7,915.7 (1,669.1) 119.4
SBA COMM CORP-A SBJ TH 7,915.7 (1,669.1) 119.4
SCIENTIFIC GAM-A TJW GR 7,376.6 (1,750.0) 417.1
SCIENTIFIC GAM-A SGMS US 7,376.6 (1,750.0) 417.1
SEARS HOLDINGS SHLD US 10,614.0 (2,693.0) 672.0
SEARS HOLDINGS SEE TH 10,614.0 (2,693.0) 672.0
SEARS HOLDINGS SEE QT 10,614.0 (2,693.0) 672.0
SEARS HOLDINGS SEE GR 10,614.0 (2,693.0) 672.0
SIGA TECH INC SIGA US 162.8 (313.2)
(21.7)
SILVER SPRING NE 9SI GR 437.4 (21.3) 19.2
SILVER SPRING NE SSNIEUR EU 437.4 (21.3) 19.2
SILVER SPRING NE 9SI TH 437.4 (21.3) 19.2
SILVER SPRING NE SSNI US 437.4 (21.3) 19.2
SIRIUS XM CANADA SIICF US 304.7 (135.3)
(170.2)
SIRIUS XM CANADA XSR CN 304.7 (135.3)
(170.2)
SIRIUS XM HOLDIN RDO TH 8,422.8 (506.5)
(1,860.6)
SIRIUS XM HOLDIN SIRI US 8,422.8 (506.5)
(1,860.6)
SIRIUS XM HOLDIN RDO GR 8,422.8 (506.5)
(1,860.6)
SONIC CORP SONC US 660.0 (75.6) 63.0
SONIC CORP SO4 GR 660.0 (75.6) 63.0
SONIC CORP SONCEUR EU 660.0 (75.6) 63.0
SUPERVALU INC SJ1 TH 4,361.0 (342.0) 141.0
SUPERVALU INC SVU US 4,361.0 (342.0) 141.0
SUPERVALU INC SJ1 GR 4,361.0 (342.0) 141.0
SUPERVALU INC SJ1 QT 4,361.0 (342.0) 141.0
SYNTEL INC SYE GR 1,705.1 (220.7) 97.2
SYNTEL INC SYNT US 1,705.1 (220.7) 97.2
TABULA RASA HEAL TRHC US 73.9 (2.4)
(37.0)
TABULA RASA HEAL 43T GR 73.9 (2.4)
(37.0)
TABULA RASA HEAL TRHCEUR EU 73.9 (2.4)
(37.0)
TAILORED BRANDS TLRD US 2,184.6 (88.7) 719.8
TAILORED BRANDS WRMA GR 2,184.6 (88.7) 719.8
TAUBMAN CENTERS TCO US 4,011.2 (44.8) -
TAUBMAN CENTERS TU8 GR 4,011.2 (44.8) -
TRANSDIGM GROUP TDGEUR EU 10,726.3 (651.5) 2,178.1
TRANSDIGM GROUP T7D GR 10,726.3 (651.5) 2,178.1
TRANSDIGM GROUP TDG US 10,726.3 (651.5) 2,178.1
TRANSDIGM GROUP TDG SW 10,726.3 (651.5) 2,178.1
TRANSDIGM GROUP TDGCHF EU 10,726.3 (651.5) 2,178.1
ULTRA PETROLEUM UPLEUR EU 1,420.2 (2,895.9) 308.6
ULTRA PETROLEUM UPLMQ US 1,420.2 (2,895.9) 308.6
ULTRA PETROLEUM UPM GR 1,420.2 (2,895.9) 308.6
UNISYS CORP UIS1 SW 2,176.1 (1,258.1) 65.8
UNISYS CORP UISCHF EU 2,176.1 (1,258.1) 65.8
UNISYS CORP UIS US 2,176.1 (1,258.1) 65.8
UNISYS CORP USY1 TH 2,176.1 (1,258.1) 65.8
UNISYS CORP UISEUR EU 2,176.1 (1,258.1) 65.8
UNISYS CORP USY1 GR 2,176.1 (1,258.1) 65.8
VALVOLINE INC VVV US 1,817.0 (325.0) 335.0
VALVOLINE INC 0V4 GR 1,817.0 (325.0) 335.0
VALVOLINE INC 0V4 TH 1,817.0 (325.0) 335.0
VALVOLINE INC VVVEUR EU 1,817.0 (325.0) 335.0
VECTOR GROUP LTD VGR US 1,464.7 (198.6) 566.4
VECTOR GROUP LTD VGR QT 1,464.7 (198.6) 566.4
VECTOR GROUP LTD VGR GR 1,464.7 (198.6) 566.4
VERISIGN INC VRSN US 2,298.0 (1,169.2) 312.5
VERISIGN INC VRS TH 2,298.0 (1,169.2) 312.5
VERISIGN INC VRS GR 2,298.0 (1,169.2) 312.5
VERISIGN INC VRS QT 2,298.0 (1,169.2) 312.5
VERSUM MATER VSMEUR EU 906.5 (252.7) 271.1
VERSUM MATER 2V1 GR 906.5 (252.7) 271.1
VERSUM MATER VSM US 906.5 (252.7) 271.1
VERSUM MATER 2V1 TH 906.5 (252.7) 271.1
WEIGHT WATCHERS WTWEUR EU 1,261.4 (1,228.3)
(98.6)
WEIGHT WATCHERS WW6 GR 1,261.4 (1,228.3)
(98.6)
WEIGHT WATCHERS WW6 TH 1,261.4 (1,228.3)
(98.6)
WEIGHT WATCHERS WTW US 1,261.4 (1,228.3)
(98.6)
WEST CORP WSTC US 3,477.3 (491.0) 228.5
WEST CORP WT2 GR 3,477.3 (491.0) 228.5
WESTMORELAND COA WLB US 1,719.7 (581.2)
(43.5)
WESTMORELAND COA WME GR 1,719.7 (581.2)
(43.5)
WINGSTOP INC EWG GR 112.3 (79.9)
(4.5)
WINGSTOP INC WING US 112.3 (79.9)
(4.5)
WINMARK CORP WINA US 43.5 (15.7) 13.5
WINMARK CORP GBZ GR 43.5 (15.7) 13.5
WYNN RESORTS LTD WYR TH 10,925.9 (64.4) 626.9
WYNN RESORTS LTD WYNN* MM 10,925.9 (64.4) 626.9
WYNN RESORTS LTD WYR GR 10,925.9 (64.4) 626.9
WYNN RESORTS LTD WYNN US 10,925.9 (64.4) 626.9
WYNN RESORTS LTD WYNNCHF EU 10,925.9 (64.4) 626.9
WYNN RESORTS LTD WYNN SW 10,925.9 (64.4) 626.9
YRC WORLDWIDE IN YEL1 TH 1,870.6 (342.2) 290.1
YRC WORLDWIDE IN YRCW US 1,870.6 (342.2) 290.1
YRC WORLDWIDE IN YRCWEUR EU 1,870.6 (342.2) 290.1
YRC WORLDWIDE IN YEL1 GR 1,870.6 (342.2) 290.1
YUM! BRANDS INC YUM SW 10,432.0 (1,830.0) 1,704.0
YUM! BRANDS INC TGR TH 10,432.0 (1,830.0) 1,704.0
YUM! BRANDS INC TGR GR 10,432.0 (1,830.0) 1,704.0
YUM! BRANDS INC TGR QT 10,432.0 (1,830.0) 1,704.0
YUM! BRANDS INC YUMUSD SW 10,432.0 (1,830.0) 1,704.0
YUM! BRANDS INC YUMEUR EU 10,432.0 (1,830.0) 1,704.0
YUM! BRANDS INC YUMCHF EU 10,432.0 (1,830.0) 1,704.0
YUM! BRANDS INC YUM US 10,432.0 (1,830.0) 1,704.0
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2016. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
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*** End of Transmission ***