/raid1/www/Hosts/bankrupt/TCR_Public/170124.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, January 24, 2017, Vol. 21, No. 23
Headlines
21ST CENTURY: Further Extends TSA Deadline to Jan. 31
611 COMMERCIAL: March 2 Amended Disclosure Statement Hearing
AABS 1200: Full Payment for Unsecured Creditors
ALEIDA JOHNSON: Supreme Court Hears Arguments on Debt Collection
ALLY FINANCIAL: BlackRock Reports 5.7% Equity Stake as of Dec. 31
ANTERRA ENERGY: Court Extends CCAA Stay Until April 14
ARMSTRONG ENERGY: S&P Hikes CCR to CCC, Off CreditWatch Developing
ASSOCIATION FOR METROAREA: Case Summary & 20 Unsecured Creditors
AVAYA INC: Moody's Lowers Corporate Family Rating to Caa3
AVAYA INC: Reports Fourth Quarter & Fiscal Year 2016 Results
BANNER GLASS: Unsecureds to Recoup 80% Under Liquidation Plan
BILL BARRETT: Inks Confidentiality Agreement With BCEI
BLUFF CITY SHEET: Disclosures Hearing Set for Feb. 21
BROADVIEW NETWORKS: BlackRock Reports 8.8% Stake as of Dec. 31
BUILDERS FIRSTSOURCE: Moody's Rates New $468MM Term Loan 'B3'
CALIFORNIA STATEWIDE: Moody's Affirms B1 Series 2007 Bonds Rating
CALIFORNIA STATEWIDE: Moody's Hikes 2006 A-2 Bonds Rating to Ba3
CARLMAC-MCKINNON'S: Unsecureds to Get 1.5% Dividend Under Plan
CHINA BAK: Effectuates Merger with Newly Formed Subsidiary
CIENA CORP: S&P Raises CCR to 'BB-' on Improved Leverage
CITY HOMES: Court Denies Plan Confirmation
CREATIVE REALITIES: Common Stock Up-Listed to OTCQB
CYTORI THERAPEUTICS: To Acquire All Assets of Azaya Therapeutics
DIRECTBUY HOLDINGS: Noteholders Tap Weil Gotshal, Pepper Hamilton
DOLPHIN DIGITAL: BBCF, et al., Hold 9.8% Stake as of Dec. 29
EDUCATION MANAGEMENT: Milbank Prevails in Marblegate Case Appeal
ESTEBAN BEAUTY: Unsecureds to Get Pro-rata Distribution of $2,000
ESTEBAN DISTRIBUTOR: Unsecureds to Get Pro-rata Distribution of $4K
FRONTIER STAR: Disclosures OK'd; March 28 Plan Confirmation Hearing
FUNCTION(X) INC: Negotiating the Sale of Stake in Non-Core Assets
FUNCTION(X) INC: Seeks to Amend Exchange Agreement with Sillerman
GLOYD GREEN: Sale of Wasatch Lot to Brighton for $49K Approved
GOD'S UNIVERSAL: Disclosure Statement Hearing Set for April 3
GRAY TELEVISION: Moody's Rates $656MM 1st Lien Loans 'Ba1'
GRAY TELEVISION: S&P Assigns 'BB' Rating on Proposed $556MM Loan
GREAT BASIN: Signs Amendments to Terms of 2016 Notes
GUADALUPE REGIONAL: S&P Affirms 'BB' Rating on 2015 Bonds
HERBALIFE INT'L: Moody's Assigns Ba3 Corporate Family Rating
HERBALIFE LTD: S&P Assigns 'BB-' CCR, Outlook Stable
HEXION INC: Moody's Lowers Corporate Family Rating to Caa2
HOLY HILL: Dismissal of Suit vs. 1111 Sunset Affirmed
IASIS HEALTHCARE: S&P Affirms 'B' CCR & Revises Outlook to Neg.
INDIANTOWN COGENERATION: Moody's Hikes Sub. Bond Rating From Ba1
INTOWN COMPANIES: Feb. 23 Disclosure Statement Hearing
IRON BRIDGE TOOLS: District Ct. to Hold Trial in Suit vs. Cardinal
ITUS CORP: Intends to Conduct $12 Million Rights Offering
J&C OILFIELD: Unsecureds to Recover 10% Over 10-Year Period
JOHN COLARENI: Sale of Ramsey Property to Junkerses for $1.6M OK'd
KEVIN FLEEK: Sale of Lewis County Parcels to Kollars for $35K OK'd
KIRK LLC: Court Confirms Chapter 11 Plan
KOPH INC: Plan, Disclosures Hearing Moved to April 7
KOPPERS HOLDINGS: Upsized Bond Deal Credit Neutral, Moody's Says
LAKEWOOD DEVELOPMENT: Unsecureds to be Paid from Real Estate Sale
LIONBRIDGE TECHNOLOGIES: S&P Assigns 'B' CCR, Outlook Stable
MARIO LEVIS: Court Denies DFC's Bid for Summary Judgment
MARSHALL NICHOLS: Court Dismisses Bankruptcy Suit
MAXUS ENERGY: Court Reduces Ocwen's Mortgage Claim to $10,500
MEDICAL SPECIALTIES: S&P Lowers CCR to 'B-' Then Withdraws Rating
MEMORIAL PRODUCTION: 100% Recovery for Unsecureds
MERRIMACK PHARMACEUTICALS: CEO Quits; Dr. Peters Named Replacement
MESOBLAST LIMITED: Had Cash Reserves of $60.4M as of Sept. 30
MICROSEMI CORP: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR
MISSISSIPPI PHOSPHATES: Refund is Property of Trust, Court Says
MIX 1 LIFE: Delays Filing of Nov. 30 Form 10-Q
MOTORS LIQUIDATION: Seeks to Reallocate $9.9M Cash to Fund Fees
MOUNTAIN GLACIER: Court Grants Summary Judgment v. Nestle Waters
NEW BERN: Court Partly Affirms Weaver Claims Clarification Order
NEW ENTERPRISE: Posts $21.9 Million Net Income for Third Quarter
ONEROOF ENERGY: In Default Under Secured Loan Facilities
PEABODY ENERGY: Creditors' Committee Backs Plan of Reorganization
PIONEER ENERGY: BlackRock Reports 11.8% Equity Stake as of Dec. 31
PORTOFINO TOWERS: Unsecureds to Get 100% in 18 Months
PRESIDENTIAL REALTY: Jeffrey Joseph Owns 7.8% of Class B Stock
PRESIDENTIAL REALTY: Jekogian Owns 51% of Class A Stock as of Jan 6
PT BUMI RESOURCES: Chapter 15 Case Summary
PUERTO RICO: Gov. Cites "Sharp Contrast" With Island's Overseer
REX ENERGY: Announces Two-Year Financial and Operational Plan
REX ENERGY: Closes Sale of Ohio Utica Warrior South Asset
REX ENERGY: Inks 12th Amendment to Royal Bank Credit Agreement
ROCKFORD INSURANCE: Feb. 15 Disclosure Statement Hearing
RUBY TUESDAY: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
S&P ENTERPRISES: Agent OK'd to Clawback $152K from Amandavia
S-3 PUMP SERVICE: Creditor Buying Collateral to Satisfy Claim
SANDIA RESORTS: Ch. 11 Case Converted to Ch. 7
SEARS HOLDINGS: Moody's Lowers Corporate Family Rating to Caa2
SHRI NATHJI: Disclosure Statement Hearing on March 8
SIERRA HAMILTON: Moody's Lowers Corporate Family Rating to C
SMITH FARM: Unsecureds to be Paid in Full at 1% Interest
SMITHFIELD FOODS: Moody's Rates $1.4BB Unsecured Notes 'Ba2'
STAINLESS SALES: Auction of Equipment Scheduled for February 2
SUCCESS INC: BNY to be Paid Over 20 Years at 5% Per Annum
TECK RESOURCES: Moody's Hikes Corporate Family Rating to Ba3
TIAT CORPORATION: Court Allows SBNV's Secured Claim for $1.956-Mil.
TPP ACQUISITION: Files Chapter 11 Liquidation Plan
TRIGEE FOUNDATION: Bid for Judge Teel to Recuse Denied
TRINITY TEMPLE: Unsecureds to Get 9%-100% Plus 1%, in 84 Months
ULTRA PETROLEUM: HoldCo Note Holders to Get 36.2% Common Stock
WRIGHTWOOD GUEST: Bid to Dismiss Settlement Appeals Granted
XTREME POWER: Court Narrows Claims vs. Directors
YAPPN CORP: Incurs $2.52 Million Net Loss in Second Quarter
YOGI CARPET: Plan, Disclosures Evidentiary Hearing on March 9
ZOHAR CDO 2003: Lynn Tilton Sees "Gamesmanship" in Funds' Lawsuit
ZYNEX INC: Hires EKS&H LLLP as Accountants
[*] UHY Advisors Announces Appointment of Six Managing Directors
*********
21ST CENTURY: Further Extends TSA Deadline to Jan. 31
-----------------------------------------------------
As previously disclosed, on Dec. 6, 2016, 21st Century Oncology
Holdings, Inc., 21st Century Oncology, Inc., a subsidiary of the
Company, and certain of the Company's other subsidiaries entered
into a Forbearance Agreement relating to the Company's indenture
and a Forbearance Agreement relating to the Company's credit
agreement, with certain of 21C's noteholders and lenders,
respectively. The Forbearance Agreements were subsequently amended
on Dec. 15, 2016. As amended, the Forbearance Agreements required,
among other things, that 21C enter into a transaction support
agreement with its noteholders and lenders no later than Jan. 4,
2017.
On Jan. 15, 2017, the Company entered into amendments to the
Forbearance Agreements to, among other things, amend the TSA
Deadline to Jan. 31, 2017. The Forbearance Agreements, as amended
by the Amendments, provide that the noteholders and lenders party
thereto will forbear, subject to important exceptions, until the
earlier of Jan. 31, 2017, and the occurrence of certain events (as
described in the Forbearance Agreements) from exercising any rights
and remedies under 21C's indenture, notes or credit agreement, as
applicable, on account of certain events of default.
In addition, on Jan. 15, 2017, Medical Developers, LLC, an indirect
wholly owned subsidiary of the Company and certain of its
affiliates, entered into an amendment to the MDL Credit and
Guarantee Agreement to extend the maturity date from Jan. 15, 2017,
to Jan. 31, 2017.
About 21st Century
Fort Myers, Florida-based 21st Century Oncology Holdings, Inc.
(NYSEMKT:ICC), formerly Radiation Therapy Services Holdings, Inc.,
is a physician-led provider of integrated cancer care (ICC)
services. It operates an integrated network of cancer treatment
centers and affiliated physicians in the world which, as of
December 31, 2015, deployed approximately 947 community-based
physicians in the fields of radiation oncology, medical oncology,
breast, gynecological, general surgery and urology. As of December
31, 2015, the Company's physicians provided medical services at
approximately 375 locations, including over 181 radiation therapy
centers, of which 59 operated in partnership with health systems.
Its cancer treatment centers in the United States are operated
under the 21st Century Oncology brand.
As of Sept. 30, 2016, 2st Century had $1.05 billion in total
assets, $1.39 billion in total liabilities, $472.34 million in
series A convertible redeemable preferred stock, $19.24 million in
non-controlling interests - redeemable and a total deficit of
$833.89 million.
* * *
As reported by the TCR on Nov. 4, 2016, S&P Global Ratings lowered
its corporate credit rating on 21st Century Oncology Holdings Inc.
to 'SD' from 'CCC' and removed the ratings from CreditWatch, where
they were placed with negative implications on May 17, 2016. "The
downgrade follows 21st Century's announcement that it failed to
make the Nov. 1, 2016, interest payment on the 11.0% senior
unsecured notes due 2023," said S&P Global Ratings credit analyst
Matthew O'Neill. Given S&P's view of the company's debt level as
unsustainable, and ongoing restructuring discussions, it do not
expect a payment to be made within the grace period.
611 COMMERCIAL: March 2 Amended Disclosure Statement Hearing
------------------------------------------------------------
Judge John J. Thomas of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania has scheduled a hearing on March 2, 2017,
at 9:30 a.m. to consider approval of the amended disclosure
statement and amended plan of reorganization filed by 611
Commercial, Inc. on Jan. 16, 2017.
Feb. 21, 2017 is fixed for filing and serving written objections to
the amended disclosure statement.
611 Commercial, Inc. sought Chapter 11 protection (Bankr. M.D. Pa.
Case No. 14-04173) on Sept. 9, 2014. The petition was signed by
Gerald Gay, president. The Honorable John J. Thomas is assigned to
the case. The Debtor estimated assets at $1 million to $10 million
and liabilities at $500,000 to $1 million. Philip W. Stock, Esq.,
at the Law Office of Philip W. Stock serves as the Debtor's
counsel.
AABS 1200: Full Payment for Unsecured Creditors
-----------------------------------------------
AABS 1200 LLC filed with the U.S. Bankruptcy Court for the Eastern
District of New York a disclosure statement describing its plan of
reorganization, which proposes to pay general unsecured creditors
in full.
Class 1 consists of Maltz Family Partnership's claims totaling
approximately $4,550,000. This class will be paid in full in cash.
Class 3 consists of the General Unsecured Claims. Claims asserted
in the amount of approximately $4,430,000. This Class is
unimpaired. Payment in full in Cash of Allowed Amount on the
Effective Date, plus interest at the Legal Rate as it accrues from
the Petition Date through the date of payment.
On the Effective Date, the Debtor will close on the purchase of the
property at 4202 Fort Hamilton Parkway, Brooklyn, New York, from
the Seller and simultaneously sell the Property to the Purchaser
under the Plan. Effective Date payments under the Plan will be
paid from the proceeds of the sale of the Property. The transfers
of the Property under the Plan will be free and clear of all liens,
claims and encumbrances, with any such liens, claims and
encumbrances to attach to the sale proceeds, and to be disbursed
under the Plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nyeb1-16-43204-43.pdf
About AABS 1200
Ikon Innovation Inc., Complete Condo Management Inc. and Eretz
Build Asst. NY Inc. filed an involuntary Chapter 11 petition for
AABS 1200 LLC (Case No. 16-43204) on July 21, 2016. The
creditors
are represented by Joel M. Shafferman, Esq., at Shafferman &
Feldman LLP. The case is assigned to Judge Nancy Hershey Lord.
ALEIDA JOHNSON: Supreme Court Hears Arguments on Debt Collection
----------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal Pro Bankruptcy,
reported that the U.S. Supreme Court wrestled over whether debt
collectors are abusing the bankruptcy process when they ask a
person to pay a bill so old it is no longer collectible under state
laws.
According to the WSJ, the Supreme Court heard arguments on a
controversial practice of the debt collection industry in which
firms file paperwork in a consumer bankruptcy case to collect an
expired debt.
The Troubled Company Reporter, citing The Wall Street Journal Pro
Bankruptcy, previously reported that the Supreme Court will decide
whether a debt-collection agency can be punished for trying to
collect an old credit-card debt from a woman who filed for Chapter
13 bankruptcy.
According to the report, the Supreme Court on Oct. 11, 2016,
granted a petition for a writ of certiorari brought by Midland
Funding LLC, which faces penalties under federal debt collections
law for attempting to collect payment on years-old credit-card
debt
from a person who had sought bankruptcy protection.
The WSJ related that some debt, such as credit cards and medical
bills, aren't collectible after three to six years under state
laws. Some consumer advocates say debt collectors who try to
collect that money should be fined under the Fair Debt Collection
Practices Act, a 1977 law that bans debt collectors from using
misleading tactics, the report said.
The industry's business model itself drew questioning from the
justices at the arguments, the report further related. In the case
before them, the debt collector would only have profited if the
bankrupt customer decided to pay a 10-year-old credit-card bill
that had expired, the report said.
"I'm having a great deal of difficulty with this business model,"
Justice Sonia Sotomayor asked. "You filed a claim and you hope the
trustee doesn't see that it's out of time?"
The arguments arose from the bankruptcy of Alabama resident Aleida
Johnson, who filed for chapter 13 protection in 2014, the Journal
related. As part of the process, businesses and people owed money
from a person who files for chapter 13 protection can be paid over
three to five years by stating that they have a claim, the report
said.
Debt-collection agency Midland Funding LLC, a subsidiary of
debt-collecting firm Encore Capital Group, filed a proof of claim
in Ms. Johnson's case, pushing to collect $1,879.71 from a credit
card last used in May 2003, the report further related. Under
Alabama law, creditors can't collect a debt that is more than six
years old, the report added.
Midland Funding agreed that the debt was too old to collect under
state law; however, it argued that bankruptcy law's fine print
doesn't explicitly ban creditors from trying to collect older
debts, the report added.
The case is Midland v. Aleida Johnson, 16-348.
ALLY FINANCIAL: BlackRock Reports 5.7% Equity Stake as of Dec. 31
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2016, it
beneficially owns 26,687,872 shares of common stock of Ally
Financial Inc. representing 5.7 percent of the shares outstanding.
A full-text copy of the regulatory filing is available at:
https://is.gd/vWmB0q
About Ally Financial
Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies. The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products. Ally operates as a bank
holding company.
GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake. Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.
Ally reported net income of $1.28 billion on $4.86 billion of total
net revenue for the year ended Dec. 31, 2015, compared to net
income of $1.15 billion on $4.65 billion of total net revenue for
the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Ally Financial had $157.4 billion in total
assets, $143.8 billion in total liabilities and $13.63 billion in
total equity.
* * *
As reported by the TCR on Oct. 14, 2016, S&P Global Ratings said it
revised its outlook on Ally Financial to stable from positive and
affirmed the 'BB+' long-term issuer credit rating.
"The revised outlook reflects weakening credit conditions in the
vehicle finance industry, in our view, which represents the
majority of Ally's business," said S&P Global Ratings credit
analyst Matthew Carroll.
In the April 3, 2014, edition of the TCR, Fitch Ratings has
upgraded Ally Financial Inc.'s long-term Issuer Default Rating
(IDR) and senior unsecured debt rating to 'BB+' from 'BB'.
The rating upgrade reflects increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).
As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the 'Ba3' corporate family and 'B1' senior unsecured
ratings of Ally Financial and revised the outlook for the
ratings to positive from stable. Moody's affirmed Ally's ratings
and revised its rating outlook to positive based on the company's
progress toward sustained improvements in profitability and
repayment of government assistance received during the financial
crisis.
ANTERRA ENERGY: Court Extends CCAA Stay Until April 14
------------------------------------------------------
Anterra Energy Inc. on Jan. 19, 2017, disclosed that the Court of
Queen's Bench of Alberta, Judicial Centre of Calgary (the "Court")
has granted an extension until April 14, 2017 of the stay of
proceedings granted in the Initial Order dated May 6, 2016 pursuant
to which Anterra was granted creditor protection under the
Companies' Creditors Arrangement Act (Canada) (the "CCAA"). The
extension was supported by PricewaterhouseCoopers Inc., the
Court-appointed Monitor of Anterra's CCAA process.
About Anterra Energy Inc.
Anterra Energy Inc. -- http://www.anterraenergy.com/-- is a
Canada-based oil focused junior exploration and production company.
The Company is engaged in the acquisition, development,
optimization and production of crude oil and natural gas in western
Canada. The Company has two segments: oil and gas segment, and
midstream processing segment. The Company's oil and gas segment
explores for, develops and produces oil and gas. The Company's
midstream processing segment provides third party processing and
disposal services to the oil and gas industry. The Company
operates five principal oil properties in Alberta: Breton - Belly
River Oil, Buck Lake - Cardium Oil, Nipisi - Gilwood Oil,
Strathmore - Basal Quartz Oil and Two Creek - Jurassic Oil.
ARMSTRONG ENERGY: S&P Hikes CCR to CCC, Off CreditWatch Developing
------------------------------------------------------------------
S&P Global Ratings said it raised its corporate credit rating on
Armstrong Energy Inc. to 'CCC' from 'CCC-' and removed the rating
from CreditWatch, where it was placed with developing implications
on Oct. 24, 2016. The outlook is negative.
Armstrong's financial sponsor and majority owner, Yorktown Partners
LLC., has entered into an option agreement with Rhino Resource
Partners L.P. through its wholly owned investment partnership that
gives an option to the partnership to acquire substantially all of
the outstanding common stock of Armstrong Energy.
The option can be exercised between Jan. 1, 2018 and Dec. 31, 2019,
and is conditioned upon the holders of Armstrong's 11.75% senior
secured notes agreeing to restructure their bonds. The bond
restructuring has been extended beyond the next 12 months, and
S&P's believes it is unlikely that Armstrong Energy will have
liquidity issues in the interim.
At the same time, S&P raised its issue-level rating on the
company's senior secured notes to 'CCC' from 'CCC-' and removed the
rating from CreditWatch, where S&P had placed it with developing
implications on Oct. 24, 2016. The recovery rating remains '4',
indicating S&P's expectation of average recovery. However, S&P
revised its recovery expectation to the upper half of the 30%-50%
range from the lower half given the termination of the company's
asset-based revolving facility (ABL) facility.
"The negative outlook reflects our view that the company is likely
to pursue a distressed exchange or debt restructuring within the
next 12 months," said S&P Global Ratings credit analyst Vania
Dimova. "We anticipate that free operating cash flow will remain
negative, which will continue to erode liquidity, and that the
company will continue to retain strategic advisers to explore
restructuring options for its debt obligations."
S&P would lower the rating if the company pursued an exchange offer
or debt restructuring. This could happen in order to satisfy the
option requirement to restructure the 11.75% senior secured notes.
S&P could also lower the rating if liquidity deteriorated such that
S&P anticipated a default within six months without an unforeseen
positive development.
S&P would revise the outlook to stable if it believed that the
company was no longer likely to pursue a debt restructuring and
liquidity became adequate. This could happen if end market demand
and prices materially improved from current levels.
ASSOCIATION FOR METROAREA: Case Summary & 20 Unsecured Creditors
----------------------------------------------------------------
Debtor: Association for Metroarea Autistic Children, Inc.
dba AMAC, Inc.
25 West 17th Street
New York, NY 10011
Case No.: 17-10123
Chapter 11 Petition Date: January 20, 2017
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Debtor's Counsel: Richard J. Bernard, Esq.
FOLEY & LARDNER LLP
90 Park Avenue
New York, NY 10016
Tel: 212-338-3586
Fax: 212-687-2329
E-mail: rbernard@foley.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Keishea Allen, executive director.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb17-10123.pdf
AVAYA INC: Moody's Lowers Corporate Family Rating to Caa3
---------------------------------------------------------
Moody's Investors Service downgraded Avaya, Inc.'s Corporate Family
Rating to Caa3 and its Probability of Default Rating to D-PD. The
downgrade was prompted by Avaya's January 19, 2017 announcement
that it had initiated Chapter 11 bankruptcy proceedings.
RATINGS RATIONALE
The Caa3 Corporate Family Rating and below listed instrument
ratings reflect the bankruptcy filing and the expected recovery
rates on the 1st and 2nd lien debt. Subsequent to actions, Moody's
will withdraw the ratings due to Avaya's bankruptcy filing.
The following ratings were affected and will be withdrawn:
Downgrades:
Issuer: Avaya, Inc.
-- Probability of Default Rating, Downgraded to D-PD from Caa3-PD
-- Corporate Family Rating, Downgraded to Caa3 from Caa2
-- Senior Secured Bank Credit Facility, Downgraded to Caa2 (LGD2)
from B2 (LGD2)
-- Senior Secured 2nd Lien Regular Bond/Debenture, Downgraded to
Ca (LGD4) from Caa3 (LGD4)
-- Senior Secured Regular Bond/Debenture, Downgraded to Caa2
(LGD2) from B2 (LGD2)
Outlook Actions:
Issuer: Avaya, Inc.
-- Outlook, Changed To Stable From Negative
The principal methodology used in these ratings was Diversified
Technology Rating Methodology published in December 2015.
Avaya is a global leader in enterprise telephony systems with $3.8
billion of revenues for the LTM period ended June 30, 2016.
AVAYA INC: Reports Fourth Quarter & Fiscal Year 2016 Results
------------------------------------------------------------
Avaya Inc. on Jan. 19, 2017, reported financial results for the
fourth fiscal quarter and fiscal year ended September 30, 2016.
Total revenue for the fourth quarter was $958 million, up $76
million compared to the prior quarter as demand improved for
products and services, and decreased $50 million year-over-year,
due to lower demand for unified communications hardware. GAAP
gross margin was 60.9% for the fourth quarter.
Non-GAAP gross margin was 61.8%, which compares to 62.4% for the
prior quarter and 62.0% for the fourth quarter of 2015. GAAP
operating loss was $428 million, reflecting $542 million of
impairment of goodwill and intangibles. Non-GAAP operating income
was $229 million which compares to $180 million for the prior
quarter and $202 million for the fourth quarter of fiscal 2015.
For the quarter, adjusted EBITDA was $284 million or 29.6% of
revenue, which compares to adjusted EBITDA of $223 million or 25.3%
for the prior quarter, and $246 million or 24.4% for the fourth
quarter of fiscal 2015.
For fiscal 2016, Avaya reported revenue of $3,702 million, down 9%
compared to fiscal 2015, or down 8% in constant currency. GAAP
gross margin for fiscal 2016 was 60.6%. Non-GAAP gross margin was
a record 61.5%. GAAP operating loss was $262 million, reflecting
$542 million of impairment of goodwill and intangibles. Non-GAAP
operating income was $756 million in fiscal 2016 compared to $718
million in fiscal 2015. Fiscal 2016 adjusted EBITDA of $940
million represented a record 25.4% of revenue, and was $40 million
higher compared to fiscal 2015. Cash flow from operations was $113
million and free cash flow was $17 million for fiscal year 2016,
reflecting one-time payments of approximately $82 million for a
legal settlement and advisory fees. Cash and cash equivalents
totaled $336 million as of September 30, 2016, an increase of $67
million from the prior quarter and up $13 million from fourth
quarter 2015.
"Avaya's fourth fiscal quarter results reflect the strength of our
technology portfolio, with major competitive wins at government
agencies and enterprise customers across networking, contact center
and private cloud services underpinned by continued transformation
of the company to a superior operating model," said Kevin Kennedy,
president and CEO.
"Revenue and adjusted EBITDA exceeded the high end of our
preliminary stated range," continued Mr. Kennedy. "In constant
currency, contact center and networking revenue increased double
digit percentages from both the prior quarter and year-over-year,
while unified communications products declined year-over-year and
grew sequentially. Non-GAAP operating income as a percentage of
revenue and adjusted EBITDA as a percentage of revenue reached new
records for the company for both the quarter and full year 2016
driven by lower operating expenses. Our strategic roadmap is being
well received as customers are upgrading to our newest platforms
due to our industry leadership position and outstanding customer
service as witnessed by Avaya's fourth quarter Net Promoter Score
of 58. As mentioned in our press release [Thurs]day, the decision
to restructure through a chapter 11 process reflects the company's
debt structure, as opposed to the strength of Avaya's operations
and business model. Looking forward, we remain committed to
improving our operating performance and capital structure while
creating value for our customers."
Fourth Fiscal Quarter Highlights
-- Company book-to-bill was greater than 1. Total bookings for
the fourth quarter increased 13% from the prior quarter and were 7%
below the prior year in constant currency
-- Industry leading service and support drives Net Promoter
Score of 58 for customer satisfaction
-- Estimated total contract value was approximately $3 billion
up 6% from the fourth quarter of fiscal 2015 in constant currency.
This amount includes $760 million for private cloud and managed
services, a 13% increase from the fourth quarter of fiscal 2015 in
constant currency
-- Product revenue of $469 million increased 18% from the prior
quarter and declined 6% year-over-year, service revenue of $489
million grew 1% sequentially and declined 4% year-over-year, each
in constant currency
-- Cloud and managed services revenue grew 3% year-over-year,
contact center product revenue increased 13% year-over-year, and
networking improved 31% year-over-year, each in constant currency
-- Software and services accounted for 74.1% of total revenue in
fourth quarter 2016
-- Recurring revenue represented 51.1% of total revenue, up from
49.6% year-over-year, in constant currency
-- Gross margin was 60.9% compared to 61.5% for the prior quarter
and 61.1% for the fourth quarter of fiscal 2015
-- Non-GAAP gross margin was 61.8% compared to 62.4% for the
prior quarter and 62.0% for the fourth quarter of fiscal 2015
-- Adjusted EBITDA was $284 million or a record 29.6% of revenue
compared to $223 million or 25.3% of revenue for the prior quarter
and $246 million or 24.4% of revenue for the fourth quarter of
fiscal 2015
-- For the fourth fiscal quarter, percentage of revenue by
geography was:
- U.S. – 58% - EMEA – 22%
- Asia-Pacific – 11% - Americas International – 9%
Fiscal Year Highlights
-- Cloud and managed services revenue grew 5%, and contact
center product revenue increased 6% compared to fiscal year 2015,
each in constant currency
-- Software and services accounted for 74.9% of total revenue in
fiscal 2016, up from 71.3% for fiscal 2015
-- Recurring revenue represented 52.1% of total revenue for
fiscal 2016, up from 48.9% of revenue for fiscal 2015, in constant
currency
-- Gross margin was 60.6% compared 59.5% for fiscal 2015
-- Non-GAAP gross margin was 61.5% compared to 60.5% for fiscal
2015
-- Adjusted EBITDA was $940 million or a record 25.4% of revenue
compared to $900 million or 22.1% of revenue for fiscal 2015
-- For the fiscal year, percentage of revenue by geography in
constant currency was:
- U.S. – 56% - EMEA – 24%
- Asia-Pacific – 11% - Americas International – 9%
Preliminary Fiscal First Quarter 2017 Results
Preliminary unaudited financial results for the fiscal first
quarter 2017 ended December 31, 2016:
i. Revenue in the range of $870 million to $875 million
dollars,
ii. Non-GAAP gross margin between approximately 61% to 62% of
revenue, and
iii. Adjusted EBITDA in the range of $235 million to $240 million
or approximately 27% to 27.4% of revenue, a record for first fiscal
quarter results.
The company noted that these financial results for the first fiscal
quarter 2017 are preliminary and subject to the completion of its
financial closing procedures and review by its independent
auditors. There can be no assurance that the company's final
results for the first fiscal quarter will not differ from these
preliminary estimates as a result of quarter-end closing, review
procedures, or review adjustments, and any such changes could be
material.
Conference Call and Webcast
Avaya will not host a conference call and webcast to discuss its Q4
and fiscal year end 2016 financial results. The reporting date for
first fiscal quarter 2017 results will be announced separately.
About Avaya
Santa Clara, California-based Avaya Inc. -- http://www.avaya.com/
-- helps to tie the corporate world together. The company's
communication equipment and software integrate voice and data
services for customers including large corporations, government
agencies, and small businesses. Its office phone systems
incorporate Internet protocol (IP) and Session Initiation protocol
(SIP) telephony, messaging, Web access, and interactive voice
response. Avaya also offers consulting, integration, and other
managed IT services. The company sells directly and through
distributors, resellers, systems integrators, and
telecommunications service providers; more than three-quarters of
its sales are made indirectly. Its parent company is Avaya
Holdings.
* * *
The Troubled Company Reporter, on Aug. 29, 2016, reported that
Moody's Investors Service downgraded Avaya, Inc.'s Corporate Family
Rating to 'Caa2' from 'Caa1'. Moody's also downgraded the
company's Probability of Default Rating to 'Caa3-PD' from
'Caa1-PD', and its second lien notes to 'Caa3' from 'Caa2'. Its
first lien debt facilities were affirmed at 'B2'.
BANNER GLASS: Unsecureds to Recoup 80% Under Liquidation Plan
-------------------------------------------------------------
Banner Glass, Inc., filed with the U.S. Bankruptcy Court for the
District of Maryland a disclosure statement in support of its plan
of liquidation, dated Jan. 17, 2017.
Prior to the Petition Date, Banner Glass, Inc., operated an
automobile, residential and commercial glass installation business
in Maryland and Virginia. As of the Petition Date, the Debtor
operated from leased locations in Silver Spring, Maryland;
Rockville, Maryland; Oxon Hill, Maryland; Ellicott City, Maryland;
Glen Burnie, Maryland; and Chantilly, Virginia. The Debtor also
conducted business operations from a property that it owns in
Leesburg, Virginia, located at 305 Industrial Court, Southeast,
Leesburg, Virginia 20175 ("Real Property").
On July 8, 2016, Banner Glass voluntarily commenced this Chapter 11
Case. Promptly after filing the Chapter 11 Case, the Debtor
retained Tiger Commercial and Industrial to evaluate a sale of the
Debtor’s business, both as an asset sale and as a going concern.
After careful consideration, the Debtor determined, in consultation
with Tiger, that an auction of its assets was in the best interest
of Creditors and the estate.
The Debtor is in the process of liquidating its Assets and
distributing the proceeds to Creditors holding Allowed Claims. The
Plan provides that on the Effective Date, the proceeds of the sale
of the Debtor's Assets (less wind-down expenses) will be turned
over to a Plan Administrator, who will, in turn, make distributions
to Holders of Allowed Claims. Based on information presently known,
the Debtor estimates that Holders of Class 5 General Unsecured
Claims will receive a distribution equal to approximately 80% of
their Claims. Holders of Class 5 Unsecured Claims should be aware,
however, that the estimated distribution percentage is subject to
change, based on the allowance of Claims and the recovery of
Avoidance Actions and Causes of Action.
Distributions to Creditors under the Plan will be funded from the
proceeds of the sale of the Auction, the sale of the Real Property,
the collection of receivables, and from the proceeds of Avoidance
Actions and Causes of Action.
Attorneys for the Debtor:
James M. Greenan, Esq.
Steven L. Goldberg, Esq.
MCNAMEE HOSEA JERNIGAN KIM GREENAN & LYNCH, P.A.
6411 Ivy Lane, Suite 200
Greenbelt, Maryland 20770
301-441-2420
jgreenan@mhlawyers.com
sgoldberg@mhlawyers.com
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/mdb16-19233-105.pdf
Banner Glass filed for Chapter 11 bankruptcy protection (Bankr. D.
Md. Case No. 16-19233) in July 2016.
BILL BARRETT: Inks Confidentiality Agreement With BCEI
------------------------------------------------------
Bill Barrett Corporation has entered into a confidentiality
agreement with Bonanza Creek Energy, Inc. pertaining to BCEI's
Chapter 11 proceeding, and has indicated its interest in a
combination transaction involving the Company and a reorganized
BCEI, according to a Form 8-K report filed with the Securities and
Exchange Commission.
About Bill Barrett
Denver-based 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.
* * *
In June 2016, Moody's Investors Service affirmed Bill Barrett
Corporation's 'Caa2' Corporate Family Rating and revised the
Probability of Default Rating 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.
In July 2016, S&P Global Ratings raised the corporate credit rating
on Bill Barrett 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.
BLUFF CITY SHEET: Disclosures Hearing Set for Feb. 21
-----------------------------------------------------
Judge Paulette J. Delk of the U.S. Bankruptcy Court for the Western
District of Tennessee will convene a hearing on Feb. 21, 2017 at
10:00 a.m. to consider approval of the disclosure statement and
chapter 11 plan filed by Bluff City Sheet Metal on Jan. 12, 2017.
Feb. 13, 2017 is fixed as the last day for filing and serving
written objections to the disclosure statement.
The Troubled Company Reporter previously reported that under the
plan, Class 6, which is comprised of general unsecured claims in
the total amount of $1.25 million, will be paid from the company's
operating revenue on a quarterly basis.
The first payment will be due on the 30th day after the conclusion
of the quarter following the quarter in which the effective date
occurs. General unsecured creditors will continue to receive
payments until their claims are paid in full.
A copy of the disclosure statement is available for free at:
https://is.gd/WljM8n
About Bluff City Sheet
Bluff City Sheet Metal, Inc. is a commercial HVAC contractor,
working as a sub-contractor to general contractors.
Bluff City Sheet Metal, Inc. sought chapter 11 protection (Bankr.
W.D. Tenn. Case No. 16-24627) on May 17, 2016, and is represented
by John L. Ryder, Esq., at Harris Shelton Hanover Walsh, PLLC, in
Memphis. At the time of the filing, the Debtor estimated its
assets and liabilities in the range of $1 million to $10 million.
On June 7, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
BROADVIEW NETWORKS: BlackRock Reports 8.8% Stake as of Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2016, it
beneficially owns 883,150 shares of common stock of Broadview
Networks Holdings Inc. representing 8.8 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/JvKg4U
About Broadview Networks
Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.
Broadview Networks reported a net loss of $9.79 million in 2015, a
net loss of $9.22 million in 2014 and a net loss of $8.48 million
in 2013.
As of Sept. 30, 2016, Broadview had $207.6 million in total assets,
$217.1 million in total liabilities and a total stockholders'
deficiency of $9.48 million.
* * *
In the July 23, 2012, edition of the Troubled Company Reporter,
Moody's Investors Service downgraded Broadview Networks Holdings,
Inc. Corporate Family Rating (CFR) to 'Caa3' from 'Caa2' and the
Probability of Default Rating (PDR) to 'Ca' from 'Caa3' in response
to the company's announcement that it has entered into a
restructuring support agreement with holders of roughly 70% of its
preferred stock and roughly 66-2/3% of its Senior Secured Notes.
The company is expected to file a pre-packaged Chapter 11 Plan of
Reorganization or complete an out of court exchange offer.
As reported by the TCR on July 25, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Broadview to 'D'
from 'CC'. "This action follows the company's announced extension
on its revolving credit facility. We expect to lower the issue-
level rating on the notes to 'D' once the company files for
bankruptcy, or if it misses the Sept. 1, 2012 maturity payment on
the notes," S&P said.
BUILDERS FIRSTSOURCE: Moody's Rates New $468MM Term Loan 'B3'
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Builders
FirstSource, Inc.'s proposed $468 million senior term loan due
2024. This facility replaces the company's senior secured term loan
due 2022, at which time the rating for this debt will be withdrawn.
BLDR anticipates a reduced rate for the proposed term loan relative
to the existing term loan that is being refinanced. Moody's expects
the proposed term loan to have substantially the same terms and
conditions as the existing senior secured term loan due 2022, and
to rank pari passu to the company's 5.625% $750 mil. Sr. Sec. Notes
due 2024, which are rated B3. BLDR's B3 Corporate Family Rating and
its B3- PD Probability of Default Rating are not impacted by the
proposed transaction. The Caa2 rating assigned to the Notes due
2023, as well as the company's SGL-3 speculative grade liquidity
rating, remain unchanged. The rating outlook is stable.
Moody's views the proposed lower pricing and maturity date
extension for the term loan as credit positives. Cash interest
savings could be upwards of $2 million per year. However, BLDR will
not begin to reap the benefits of these lower cash interest
payments until late 2017, since it needs to pay related fees and
expenses. Upon closing of the proposed term loan extension, BLDR
will have about $2.2 billion of total debt, inclusive of about $250
million of lease finance and capital lease obligations and
approximately $190 million of adjustments for operating lease
commitments. BLDR has an extended debt maturity profile with the
nearest maturity coming in July 2020 when its revolver comes due
followed by its unsecured notes due in 2023.
The following rating actions were taken:
Point Estimates Adjustments:
Issuer: Builders FirstSource, Inc.
-- Senior Secured Regular Bond/Debenture, remained at a range of
LGD4
-- Senior Unsecured Regular Bond/Debenture, adjusted to a range of
LGD6 from a range of LGD5
Assignments:
Issuer: Builders FirstSource, Inc.
-- Senior Secured Bank Credit Facility, Assigned B3 (LGD4)
Outlook Actions:
Issuer: Builders FirstSource, Inc.
-- Outlook, Remains Stable
RATING RATIONALE
Builders FirstSource's B3 Corporate Family Rating reflects its
currently highly leveraged capital structure. Adjusted pro forma
leverage at 3Q16 approximates 5.8x, and pro forma adjusted interest
coverage (measured as EBITA-to-interest expense) is about 1.5x for
LTM 3Q16. Moody's expects modestly improving operating margins,
providing some offset to the large amount of debt in BLDR's capital
structure. In addition, new housing construction and repair and
remodeling activity, main revenue drivers, are experiencing solid
growth trends, which Moody's anticipate will continue over the next
12 to 18 months. Good revolver availability provides much needed
liquidity for the company to contend with high fixed charge
payments while meeting seasonal working capital demands.
The principal methodology used in this rating was "Distribution &
Supply Chain Services Industry" published in December 2015.
Builders FirstSource, Inc. ("BLDR") headquartered in Dallas, TX, is
one of the largest national suppliers of building products,
prefabricated components, and services for new residential
construction and repair and remodeling. It distributes lumber and
lumber sheet goods, millwork, windows, interior and exterior doors,
and other building products, as well as manufactured components and
construction services. JLL Partners, through its respective
affiliates, is the largest shareholder. Pro forma revenues for the
12 months through September 30, 2016 totaled approximately $6.3
billion.
CALIFORNIA STATEWIDE: Moody's Affirms B1 Series 2007 Bonds Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B1 rating on the Series
2007 A-2 taxable pension obligation bonds issued by the California
Statewide Communities Development Authority. The rating action
affects approximately $15.568 million in debt.
The B1 rating reflects the weakened credit quality of the lowest
rated pool participant, offset by the improved credit quality of
all other pool members.
In consideration of the small size of the pool and absence of any
cross-collateralization among the participants, the rating is based
Moody's weak-link-plus approach to pooled obligations. This
approach allows for a lift of up to two notches above the lowest
rated participant's individual obligation. The uplift cannot exceed
the weighted average credit quality of the pool participants, with
the weights being each participant's proportionate share of the
debt service on the applicable series of bonds. Additionally, if
one of the participants has a speculative-grade rating, the rating
of the applicable series of bonds cannot exceed Ba1.
Rating Outlook
Outlooks are typically not assigned to credits with this amount of
outstanding debt.
Factors that Could Lead to an Upgrade
Material improvement in the credit profile of lowest rated pool
participant
Greater weight in the pool on the stronger pool participants
Weighted average rating of the pool improves as a result of
improved credit fundamentals of participants
Factors that Could Lead to a Downgrade
Deterioration of the participants' credit quality
Legal Security
The bonds are unconditional obligations of the participating
municipalities, payable from any legally available funds. There is
no cross collateralization or cross default. Therefore, no
municipality is responsible for the bond repayments of any other
municipality, and default of one municipality will not constitute
default of any other municipality. In addition, the general funds
of the authority are not pledged to any bonds.
Use of Proceeds. Not applicable.
Obligor Profile
The California Statewide Communities Development Authority is a
public entity organized pursuant to a Joint Exercise of Powers
Agreement among a number of California counties, cities, and
special districts. The authority is authorized to issue bonds and
to finance working capital for local agencies in California.
Methodology
The principal methodology used in this rating was Public Sector
Pool Financings published in July 2012.
CALIFORNIA STATEWIDE: Moody's Hikes 2006 A-2 Bonds Rating to Ba3
----------------------------------------------------------------
Moody's Investors Service has upgraded to Ba3 from B1 the rating on
the Series 2006 A-2 taxable pension obligation bonds issued by the
California Statewide Communities Development Authority. The rating
action affects approximately $18.1 million in debt.
The Ba3 rating reflects the unchanged credit profile of weakest
pool participant offset by the materially improved credit quality
of other participants.
In consideration of the small size of the pool and absence of any
cross-collateralization among the participants, the rating is based
Moody's weak-link-plus approach to pooled obligations. This
approach allows for a lift of up to two notches above the lowest
rated participant's individual obligation. The uplift cannot exceed
the weighted average credit quality of the pool participants, with
the weights being each participant's proportionate share of the
debt service on the applicable series of bonds. Additionally, if
one of the participants has a speculative-grade rating, the rating
of the applicable series of bonds cannot exceed Ba1.
Rating Outlook
Outlooks are typically not assigned to credits with this amount of
outstanding debt.
Factors that Could Lead to an Upgrade
Material improvement in the credit profile of lowest rated pool
participant
Greater weight in the pool on the stronger pool participants
Weighted average rating of the pool improves as a result of
improved credit fundamentals of participants
Factors that Could Lead to a Downgrade
Deterioration of the participants' credit quality
Legal Security
The bonds are unconditional obligations of the participating
municipalities, payable from any legally available funds. There is
no cross collateralization or cross default. Therefore, no
municipality is responsible for the bond repayments of any other
municipality, and default of one municipality will not constitute
default of any other municipality. In addition, the general funds
of the authority are not pledged to any bonds.
Use of Proceeds. Not applicable.
Obligor Profile
The California Statewide Communities Development Authority is a
public entity organized pursuant to a Joint Exercise of Powers
Agreement among a number of California counties, cities, and
special districts. The authority is authorized to issue bonds and
to finance working capital for local agencies in California.
Methodology. The principal methodology used in this rating was
Public Sector Pool Financings published in July 2012.
CARLMAC-MCKINNON'S: Unsecureds to Get 1.5% Dividend Under Plan
--------------------------------------------------------------
Carlmac-McKinnon's, Inc., filed with the U.S. Bankruptcy Court for
the District of Massachusetts a combined liquidating plan and
disclosure statement for its small business, a full-text copy of
which is available at:
http://bankrupt.com/misc/mab15-14530-155.pdf
Class 3 under the plan consists of all Non-Insider Unsecured
Claims, which are owed or scheduled as owed the approximate sum of
$896,062.51 inclusive of the disputed secured claim of the Class 1
claimant in the sum of $110,478.83.
The Debtor expects to have approximately $13,000 on hand after
satisfaction of the administrative claims which sums will be
distributed pro rata among unsecured claims in this class. The
Debtor estimates that this one-time payment will result in dividend
of approximately 1.5% to the claimants.
The Debtor has on hand all funds to perform its obligations under
the liquidating plan.
About Carlmac-McKinnon's, Inc.
Carlmac-McKinnon's, Inc., owns and operates a retail meat market
and grocery store located in Somerville, Massachusetts, from which
it generates its revenues.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 15-14530) on Nov. 23, 2015. The petition was
signed
by Clementino Palmariello, president, director, and shareholder.
Nina M. Parker, Esq., at Parker & Associates, serves as the
Debtor's bankruptcy counsel. The Debtor estimated assets at
$50,001 to $100,000 and liabilities at $500,001 to $1 million at
the time of the filing.
CHINA BAK: Effectuates Merger with Newly Formed Subsidiary
----------------------------------------------------------
China BAK Battery, Inc., filed Articles of Merger with the
Secretary of State of Nevada to effectuate a merger between the
Company and the Company's newly formed, wholly owned subsidiary,
CBAK Merger Sub, Inc. According to the Articles of Merger,
effective Jan. 16, 2017, the Merger Sub merged with and into the
Company with the Company being the surviving entity.
As permitted by Chapter 92A.180 of Nevada Revised Statutes, the
sole purpose of the Merger was to effect a change of the Company's
name. Upon the effectiveness of the filing of Articles of Merger
with the Secretary of State of Nevada, which is Jan. 16, 2017, the
Company's Articles of Incorporation were deemed amended to reflect
the change in the Company's corporate name.
The trading symbol of the Company's common stock will remain as
"CBAK". The Company's common stock began trading on the Nasdaq
Global Market under the Company's new name when the market opened
on Jan. 17, 2017.
On Jan. 16, 2017, the Board of Directors of the Company approved a
change in the Company's fiscal year end from Sept. 30 to December
31. Accordingly, the Company's next Annual Report on Form 10-K
will be for the fiscal year ending Dec. 31, 2017. With this fiscal
year end change, the Company will file a transition report on Form
10-Q for the period from Oct. 1, 2016, through Dec. 31, 2016.
About China BAK
China BAK Battery conducted business through BAK International
Limited and its subsidiaries that produced prismatic cells,
cylindrical cells, lithium polymer cells and high power lithium
batters. The BAK International business was foreclosed on
June 30, 2014. Consequently, China BAK is looking to develop,
manufacture and sell energy high power lithium batteries primarily
for electric vehicles when its Dalian, China manufacturing
facilities start to operate in the first quarter of 2015.
China BAK reported a net loss of US$12.65 million on US$10.36
million of net revenues for the year ended Sept. 30, 2016, compared
to net profit of US$15.87 million on US$13.90 million of net
revenues for the year ended Sept. 30, 2015.
As of Sept. 30, 2016, China BAK had US$93.31 million in total
assets, US$78.22 million in total liabilities and US$15.08 million
in total shareholders' equity.
Centurion ZD CPA Limited, in Hong Kong, China, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2016, citing that the Company has a
working capital deficiency, accumulated deficit from recurring net
losses and significant short-term debt obligations maturing in less
than one year as of Sept. 30, 2016. All these factors raise
substantial doubt about its ability to continue as a going concern,
the auditors said.
CIENA CORP: S&P Raises CCR to 'BB-' on Improved Leverage
--------------------------------------------------------
S&P Global Ratings said that it raised its corporate credit rating
to 'BB-' from 'B+' on Hanover, Md.-based Ciena Corp. The outlook
is stable.
At the same time, S&P assigned its 'BB+' issue-level rating with a
recovery rating of '1' to the company's new $400 million senior
secured term loan. The '1' recovery rating indicates S&P's
expectation for very high recovery (90%-100%) of principal in the
event of a payment default. S&P also raised its issue-level rating
on the company's senior unsecured debt to 'B+' from 'B'. The '5'
recovery rating indicates that unsecured creditors can expect
modest (10%-30%; in the lower half of the range) recovery in the
event of a default.
"The rating action reflects our view of Ciena's strong liquidity,
with more than $1 billion in cash and equivalents, and improved
financial metrics, based on adjusted gross leverage under the
mid-3x area, pro forma for the proposed $400 million term loan B,
and improving further to under the 3x area after the 2017
convertible matures," said S&P Global Ratings credit analyst Minesh
Shilotri.
The stable outlook reflects S&P's expectation that stable demand
for Ciena's 100G products, along with a diversifying customer base,
will lead to high-single-digit revenue growth and improving
leverage metrics over the next 12 months, and that the company will
use its strong liquidity position to settle upcoming 2017
convertible maturities.
CITY HOMES: Court Denies Plan Confirmation
------------------------------------------
Judge Robert A. Gordon of the United States Bankruptcy Court for
the District of Maryland (Baltimore Division) denied confirmation,
vacated orders, and required the appointment of a trustee in the
jointly administered cases of CITY HOMES III LLC, CITY HOMES, INC.,
CITY HOMES BRETTON LLC, CITY HOMES EAST BUSINESS TRUST, CITY HOMES
JOHNSTON SQUARE LLC, CITY HOMES MANAGEMENT LLC, CITY HOMES
NEWINGTON LLC, CITY HOMES OCALA LLC, CITY HOMES PATRIOTS II LLC,
CITY HOMES PEABODY LLC, CITY HOMES ROYALTON LLC, CITY HOMES WEST
BUSINESS TRUST, Debtors, Case No: 13-25370, Case No: 13-25371, Case
No: 13-25372, Case No: 13-25373, Case No: 13-25376, Case No:
13-25377, Case No: 13-25378, Case No: 13-25379, Case No: 13-25380,
Case No: 13-25381, Case No: 13-25382, Case No: 13-25383, Jointly
Administered under Case No. 13-25370-RAG (Bankr. D. Md.).
The debtors' Final Plan was filed after the conclusion of the
evidentiary portion of the confirmation hearing and before oral
argument. Articles 5.1 and 5.2 provide that each reorganized
debtor shall continue with its separate existence while the
affiliates will merge into City Homes, Inc. (CHI). Article 5.4
mandates that all of the real estate owned by the debtors and the
affiliates will be liquidated over a projected period of nine
months. Article 4.5 classifies all "Lead-Paint Claimants" in one
group that includes both insurance covered claimants and uninsured
claimants.
As was made clear at the confirmation hearing, the expectation is
that insurance covered claimants will simply return to the
prosecution of their pending cases in the state court. On the
other hand, because Article 4.5 expressly limits state court
litigation claims to, "the proceeds of Lead-Paint Insurance
Policies applicable to [a claimants'] Lead-Paint Claim", uninsured
claimants will be compelled to resort to the $300,000 uninsured
fund for a full and final pro rata satisfaction of their claims
against either the debtors or the protected parties. The uninsured
claimants, who are the post-1999 tenants of the debtors who
potentially have been poisoned by exposure to lead paint but whose
claims are likely not covered by the debtors' liability insurance,
therefore do not have a litigation option under the Final Plan.
Instead, upon pro rata payment from the $300,000 fund, or the
expiration of the two-year claims filing deadline, the claims of
uninsured claimants will be forever released and discharged.
Judge Gordon found that the uninsured claimants targeted by the
release were not represented by counsel and likely have no actual
knowledge of the trap set for their legal rights. The judge found
and concluded that not one of the uninsured claimants actually
participated in the case, let alone gave overwhelming support to
the release.
Judge Gordon held that the Plan wrongfully provides for non-debtor,
third-party relief from liability. The judge also cannot find that
the Plan either complies with the applicable provisions of Title 11
or it is proposed in good faith. Instead, Judge Gordon concluded
that what the Final Plan proposes to do byway of the release is
devoid of equity and forbidden by law.
Because the Final Plan must be viewed as the plan proponents'
absolute best effort, the judge concluded that there is no
alternative but to appoint a trustee to wind up the debtors'
affairs and proceed to a managed liquidation.
A full-text copy of Judge Gordon's January 13, 2017 memorandum
opinion is available at:
http://bankrupt.com/misc/mdb13-25370-796.pdf
About City Homes III, LLC
City Homes III, LLC fdba City Homes III Limited Partnership, based
in Baltimore, MD, filed a Chapter 11 petition (Bankr. D. Md. Case
No.: 13-25370) on September 10, 2013. The Hon. Robert A. Gordon
presides over the case. James A. Vidmar, Jr., Esq. at Yumkas,
Vidmar & Sweeney, LLC serves as bankruptcy counsel.
In its petition, the Debtor estimated $1,000,001 to $10,000,000 in
both assets and liabilities. The petitions were signed by Barry
Mankowitz, president of City Homes, Inc., sole member.
CREATIVE REALITIES: Common Stock Up-Listed to OTCQB
---------------------------------------------------
Creative Realities, Inc., received a written notice that the
Company's common stock had been up-listed and approved for trading
on OTCQB, the higher tier of the OTC Markets, under its existing
symbol "CREX." The Company had previously traded on the OTC Pink.
The OTCQB marketplace is considered by the Securities and Exchange
Commission as an "established public market" for the purpose of
determining the public market price when registering securities for
resale with the SEC. The OTC Pink marketplace is not considered as
such, and most broker-dealers will not trade or recommend OTC Pink
stocks for their clients. Because the OTCQB generally increases
transparency by maintaining higher reporting standards and
requirements and imposing management certification and compliance
requirements, the majority of broker-dealers trade stocks on the
OTCQB marketplace. Historically, this has resulted in greater
liquidity and awareness for companies that reach the OTCQB market
tier.
The Company believes that trading on the OTCQB will likely enhance
trading liquidity, broaden its shareholder base and enhance
shareholder value. The Company also believes that, as it continues
to focus on building a digital marketing business that delivers
long-term shareholder value, this up-listing to the OTCQB will also
serve as a stepping stone to meeting the requirements for a future
up-listing to the OTCQX anticipated later in 2017, and hopefully
for eventual admission to the NASDAQ or another national stock
exchange in the future.
About Creative Realities, Inc.
Creative Realities, Inc., is a Minnesota corporation that provides
innovative shopper marketing and digital marketing technology and
solutions to retail companies, individual retail brands,
enterprises and organizations throughout the United States and in
certain international markets. Creative Realities have expertise
in a broad range of existing and emerging shopper and digital
marketing technologies, as well as the related media management and
distribution software platforms and networks, device management,
product management, customized software service layers, systems,
experiences, workflows, and integrated solutions. Its technology
and solutions include: digital merchandising systems and
omni-channel customer engagement systems, interactive digital
shopping assistants, advisors and kiosks, and other interactive
marketing technologies such as mobile, social media, point-of-sale
transactions, beaconing and web-based media that enable its
customers to transform how they engage with consumers.
Creative Realities reported a net loss attributable to common
shareholders of $8.31 million for the year ended Dec. 31, 2015,
following a net loss attributable to common shareholders of $5.01
million for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, the Company had $22.25 million in total
assets, $14.49 million in total liabilities, $3.82 million in
convertible preferred stock and $3.92 million in total
shareholders' equity.
EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has incurred recurring
losses, has negative cash flows from operations and has a working
capital deficit, all of which collectively raise substantial doubt
about its ability to continue as a going concern.
CYTORI THERAPEUTICS: To Acquire All Assets of Azaya Therapeutics
----------------------------------------------------------------
Cytori Therapeutics, Inc. entered into an asset purchase agreement
with Azaya Therapeutics, Inc., a privately-held corporation
incorporated under the laws of the State of Delaware on Jan. 16,
2017, pursuant to which the Company will acquire substantially all
of the assets of Azaya and assume certain liabilities of the
Seller.
In connection with the Acquisition, the Company will acquire the
rights to develop and commercialize (i) the Seller's ATI-0918 drug
candidate, a generic bioequivalent formulation of DOXIL/CAELYX, a
chemotherapy drug that is a liposomal encapsulation of doxorubicin;
and (ii) Seller's ATI-1123 drug candidate, a liposomal formulation
of docetaxel.
Under the terms of the Purchase Agreement, at the closing of the
Acquisition the Company will (i) issue $2.0 million of shares of
its common stock, par value, $0.001 per share, in the Seller's
name, (A) $1.5 million of which will be delivered to the Seller at
the Closing, and (B) $0.5 million of which will be deposited into a
15-month escrow pursuant to a standard escrow agreement; and (ii)
assume the obligation to pay approximately $2.0 million of the
Seller's existing trade payables, which payments the Company
intends to make at or promptly after the Closing. The price per
Share will be equal to the volume weighted average closing price of
the Shares on the Nasdaq Capital Market over the 10 consecutive
trading days ending on the trading date immediately prior to the
date of the Closing. Pursuant to the Purchase Agreement, the
Company has agreed to use best efforts to file a registration
statement covering the resale of the Shares issued to the Sellers
within 30 days of the Closing, and to use commercially reasonable
efforts to cause such registration statement to be declared
effective as promptly as practicable following the filing. The
Seller has agreed to abide by certain weekly and monthly
sale/transfer volume limitations with respect to selling the Shares
following their registration.
In addition, at the Closing, the Company will assume the
obligations to (i) pay the Seller fixed commercialization milestone
payments of up to $16.3 million in the aggregate, based upon
achievement of certain net sales milestones for ATI-0918; (ii) make
certain earn-out payments to Seller equal to a mid single-digit
percentage of net sales of ATI-0918; and (iii) make certain
earn-out payments to Seller equal to a low single-digit percentage
of net sales of any product, including ATI-1123, that practices a
claim in the related patent assigned by Seller to the Company. The
Company's aggregate earn-out payment obligations to Seller from
global net sales of both ATI-0918 and any Patented Product will not
exceed $100.0 million.
Further, the Purchase Agreement provides that if the Company enters
into certain assignments, licenses or other transfers of rights to
a Patented Product or the ATI-1123 Patent, the Company will pay the
Seller a percentage in the low to mid teens of the consideration
received by the Company, provided, that the Company's aggregate
payment obligation to Seller for any such assignment, license or
other transfer of rights will not exceed $50 million.
If the Company or its successors, sublicensees or transferees sells
a competing product to ATI-0918 at any time prior to satisfaction
of the Earn-Out Cap, other than because ATI-0918 fails to receive
marketing authorization from the European Medicines Agency within a
certain period of time or fails to generate a minimum threshold of
net sales within a pre-determined amount of time, then 50% of the
net sales of such competing product would be deemed to be net sales
of ATI-0918 under the Purchase Agreement for purposes of
calculating commercialization milestone payments and earn-out
payments.
The Company has agreed to, and has agreed to require that any
successors, sublicensees or transferees, use commercially
reasonable efforts to develop and commercialize ATI-0918 and any
Patented Product.
Both the Company and Seller agreed to customary representations,
warranties and covenants in the Purchase Agreement. Each party
also agreed to assume customary indemnification obligations,
provided, that the Seller's maximum liability to the Company for
breaches of Seller's representations and warranties in the Purchase
Agreement and any ancillary agreements entered into in connection
therewith, is limited to $3.9 million, subject to limited
exceptions.
The Company has entered into a five-year lease for Azaya's facility
located in San Antonio, Texas that is contingent upon the Closing
occurring. The lease will represent an initial annual base rent
obligation of approximately $93,000.
The Closing is subject to the satisfaction of customary conditions,
including, without limitation (i) the Seller's receipt of
stockholder approval and (ii) the Company's receipt of consent from
its secured lender, Oxford Finance, LLC.
Prior to the Acquisition, the Company had no material relationships
with Seller or its affiliates.
About Cytori
Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX)
-- http://www.cytori.com/-- is an emerging leader in providing
patients and physicians around the world with medical
technologies, which harness the potential of adult regenerative
cells from adipose tissue. The Company's StemSource(R) product
line is sold globally for cell banking and research applications.
Cytori reported a net loss allocable to common stockholders of
$19.4 million on $4.83 million of product revenues for the year
ended Dec. 31, 2015, compared to a net loss allocable to common
stockholders of $38.5 million on $4.95 million of product revenues
for the year ended Dec. 31, 2015.
As of Sept. 30, 2016, Cytori had $36.84 million in total assets,
$23.17 million in total liabilities and $13.67 million in total
stockholders' equity.
KPMG LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company's recurring losses
from operations and liquidity position raises substantial doubt
about its ability to continue as a going concern.
DIRECTBUY HOLDINGS: Noteholders Tap Weil Gotshal, Pepper Hamilton
-----------------------------------------------------------------
Certain unaffiliated holders of (i) 12% Senior Secured Toggle Notes
due 2019 issued pursuant to that certain Senior Secured Toggle
Notes Indenture, dated as of Nov. 5, 2012, by and among DirectBuy
Holdings, Inc., the guarantors, and US Bank National Association,
as trustee, and (ii) common stock issued by the Debtor, submitted
with the U.S. Bankruptcy Court for the District of Delaware a
verified statement, saying that Weil, Gotshal Manges LLP and Pepper
Hamilton LLP represent the Ad Hoc Group of
Prepetition Noteholders.
In September 2016, members of the Ad Hoc Group of Prepetition
Noteholders that also hold common shares issued by DirectBuy
retained Weil Gotshal to represent them in connection with
potential restructuring and sale discussions involving the Debtors.
In October 2016, the Ad Hoc Group of Prepetition
Noteholders retained Pepper Hamilton as its Delaware counsel.
As of Jan. 19, 2017, the Firms represent only the Ad Hoc Group of
Prepetition Noteholders and does not represent or purport to
represent any other entities with respect to DirectBuy Holdings,
Inc., et al.'s Chapter 11 cases. In addition, each member of the
Ad Hoc Group of Prepetition Noteholders does not purport to act,
represent, or speak on behalf of any other entities in connection
with the Debtors' Chapter 11 cases.
The members of the Ad Hoc Group of Prepetition Noteholders hold
disclosable economic interests, or act as investment advisors or
managers to funds and accounts that hold disclosable economic
interests, in relation to the Debtors.
The members include:
a. Bayside DirectBuy, LLC
c/o Bayside Capital, Inc.
600 5th Avenue, 24th Floor
New York, NY 10020
Amount and Type of Disclosable Economic Interest as of
Jan. 13, 2017: $99,947,952.94 of principal amount of 12%
Senior Secured Toggle Notes
694,131 shares of common stock
102,161 warrants
b. 590 Madison Avenue, 15th Floor
New York, NY 10022
Amount and Type of Disclosable Economic Interest as of
Jan. 13, 2017: $15,177,295 of principal amount of 12%
Senior Secured Toggle Notes
104,719 shares of common stock
15,486 warrants
The Firms can be reached at:
David B. Stratton, Esq.
PEPPER HAMILTON LLP
Hercules Plaza, Suite 5100
1313 N. Market Street
Wilmington, DE 19801
Tel: (302) 777-6566
Fax: (302) 2716
E-mail: strattond@pepperlaw.com
-- and --
Brian S. Rosen, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153-0119
Tel: (212) 310-8000
Fax: (212) 310-8007
E-mail: brian.rosen@wei1.com
About DirectBuy Holdings
DirectBuy Holdings Inc., headquartered in Merrillville, Indiana, is
a membership buying club that operates under a franchise business
model. DirectBuy Holdings, Inc., United Consumers Club,
Incorporated, DirectBuy, Inc., Beta Finance Company, Inc., UCC
Distribution, Inc., U.C.C. Trading Corporation, National Management
Corporation, and UCC of Canada, Inc., each filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 16-12435) on Nov. 1, 2016.
The Debtors are represented by Marion M. Quirk, Esq., Nicholas J.
Brannick, Esq., Michael D. Sirota, Esq., Ilana Volkov, Esq., Felice
R. Yudkin, Esq., at Cole Schotz P.C. Prime Clerk LLC serves as
their claims and noticing agent. Carl Marks & Co. serves as their
financial advisor.
Judge Christopher S. Sontchi has been assigned the cases.
DirectBuy Holdings estimated $100 million to $500 million in both
assets and liabilities. The petitions were signed by Michael P.
Bornhorst, chief executive officer.
The Company's Canadian subsidiaries were slated on Nov. 2, 2016, to
commence proposal proceedings under the Bankruptcy and Insolvency
Act to obtain an Order from the Ontario Superior Court of Justice
approving proposals to be made by the Canadian Subsidiaries to
their respective creditors under Part III of the BIA.
Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed five
creditors of DirectBuy Holdings, Inc., to serve on the official
committee of unsecured creditors.
DOLPHIN DIGITAL: BBCF, et al., Hold 9.8% Stake as of Dec. 29
------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, BBCF 2011,LLC; BBCD LLC; KCF Investments LLC; Strocar
Investments, LLC & Stephen L. Perrone disclosed that as of Dec. 29,
2016, they beneficially own an aggregate of 1,410,000 shares of
common stock, par value $0.015 per share of Dolphin Digital Media,
Inc.:
BBCF 2011, LLC - 600,000 shares;
BBCD,LLC - 450,000 shares;
KCF INVESTMENTS LLC - 300,000 shares;
STROCAR INVESTMENTS, LLC - 50,000 shares;
STEPHEN L PERRONE - 10,000 shares
The Shares represent 9.8 percent of Dolphin Digital's outstanding
common stock.
A full-text copy of the regulatory filing is available at:
https://is.gd/aEsNSg
About Dolphin Digital
Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and
high quality digital entertainment. By creating and managing
child-friendly social networking websites utilizing state-of the-
art fingerprint identification technology, Dolphin Digital Media,
Inc. has taken an industry-leading position with respect to
internet safety, as well as digital entertainment.
Dolphin Digital reported a net loss of $4.05 million on $2.99
million of total revenue for the year ended Dec. 31, 2015, compared
to a net loss of $1.87 million on $2.07 million of total revenue
for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Dolphin Digital had $22.68 million in total
assets, $39.61 million in total liabilities and a total
stockholders' deficit of $16.92 million.
BDO USA, LLP, in Miami, Florida, 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, negative cash flows from operations, and
does not have sufficient working capital. These events raise
substantial doubt about the Company's ability to continue as a
going concern.
EDUCATION MANAGEMENT: Milbank Prevails in Marblegate Case Appeal
----------------------------------------------------------------
Milbank, Tweed, Hadley & McCloy LLP on Jan. 19, 2017, disclosed
that it has secured a significant victory in the Second Circuit
that attracted wide-spread attention in the financial markets. The
decision restores much-needed certainty regarding the legality of
out-of-court debt restructurings, and it brings stability to the
corporate debt market as a whole. The case has been closely
watched by investors and other market participants for over two
years.
The closely watched appeal before the United States Court of
Appeals for the Second Circuit challenged the district court's
decision in Marblegate Asset Management, LLC v. Education
Management Finance Corp. that held that Education Management's
out-of-court debt restructuring did not violate the Trust Indenture
Act.
At issue is the out-of-court restructuring of Education Management
Corporation and its affiliates, with the support of an overwhelming
majority of their secured and unsecured creditors, that reduced the
Company's debt burden by approximately $1.1 billion. As part of
the restructuring, secured lenders that were owed approximately
$1.3 billion foreclosed on their collateral and triggered a
contractual release of a guaranty that the parent corporation had
provided in favor of the Company's unsecured noteholders. One of
the unsecured noteholders holding 2% of the company's overall debt
-- a hedge fund that specializes in trading distressed debt --
challenged the Company's restructuring and sought an injunction.
The district court below denied the requested injunction and
allowed the restructuring to proceed, but held that section 316(b)
of the Trust Indenture Act entitled the holdout hedge fund to full
payment of principal and interest on its notes.
The district court's decision generated significant uncertainty in
the world of debt restructurings and the capital markets: market
participants, scholars, and prominent restructuring advisors viewed
the decision as calling into question the legality of a wide
variety of corporate transactions by bond issuers; the ability of
issuers to restructure obligations outside of costly bankruptcy
proceedings; and the right of secured creditors to exercise their
state-law foreclosure rights. The decision generated considerable
academic scholarship, and spawned a series of new lawsuits
challenging the propriety of corporate transactions that are now
pending before the district courts.
According to commentators who have written about the case, as a
result of the district court's decision, "out-of-court
restructurings of public debt [had] largely ground to a halt," and
borrowers were increasingly pursuing private debt offerings, rather
than public offerings that are subject to the Trust Indenture Act.
The Jan. 18 ruling by the Second Circuit should restore confidence
in an issuer's ability to reorganize outside of bankruptcy and in
its secured creditors' ability to exercise remedies without being
accused of violating the TIA.
The decision represents a critical development in the law governing
corporate debt. It holds that section 316(b) only prohibits
non-consensual, formal amendments to an indenture's "core payment
terms." This bright-line rule, which conforms to the traditional
understanding of the statute, makes unmistakably clear that
corporate transactions do not violate section 316(b) merely because
of the practical effect they may have on a bondholder's ability to
collect payment. The decision will affect an array of recent
lawsuits commenced under the TIA, in which bondholders sought to
challenge various types of corporate transactions based on
allegations that the transactions made issuers less financially
capable of paying their debts.
The appeal was argued by Milbank Litigation partner Antonia Apps on
behalf of the Steering Committee for the Ad Hoc Committee of Term
Loan Lenders of Education Management, LLC. The Milbank team also
included Financial Restructuring partner Gregory Bray, Litigation
partner Aaron Renenger, Litigation special counsel Alexander Lees
and associate James Burke argued on behalf of the Steering
Committee for the Ad Hoc Committee of Term Loan Lenders of
Education Management, LLC. Wachtell, Lipton, Rosen & Katz, argued
on behalf of Education Management.
About Milbank
Milbank, Tweed, Hadley & McCloy LLP -- http://www.milbank.com/--
is an international law firm that provides innovative legal
services to clients around the world. Founded in New York 150
years ago, Milbank has offices in Beijing, Frankfurt, Hong Kong,
London, Los Angeles, Munich, Sao Paulo, Seoul, Singapore, Tokyo and
Washington, DC. Milbank's lawyers collaborate across practices and
offices to help the world's leading commercial, financial and
industrial enterprises, as well as institutions, individuals and
governments, achieve their strategic objectives.
About Education Management
Education Management LLC, an indirect subsidiary of Education
Management Corporation based in Pittsburgh, Pennsylvania, is one of
the largest providers of private post-secondary education in North
America. The company's education systems (The Art Institutes,
Argosy University, Brown Mackie Colleges and South University)
offer associate through doctorate degrees with approximately
120,000 students. The company reported revenues of approximately
$2.4 billion for the twelve months ended March 31, 2014.
ESTEBAN BEAUTY: Unsecureds to Get Pro-rata Distribution of $2,000
-----------------------------------------------------------------
Esteban Beauty Distributor Corp. filed with the U.S. Bankruptcy
Court for the District of Puerto Rico a small business disclosure
statement and plan of reorganization, dated Jan. 17, 2017.
The administrative expenses are classified in Class 1 and shall be
paid in full in cash as soon as practicable or agreed with the
creditor no later than (a) the Effective Date or (b) the date any
such claim becomes an allowed Administrative Claim.
There are unsecured priority claims classified in Class 2. These
unsecured priority claims shall be paid in full from Debtor's
ongoing sales.
The unsecured general claims classified are in Class 3. The amounts
due under this class will be paid a pro-rata distribution of
$2,000 from proceeds of the ongoing sales operations of the
Debtor.
The equity interest holders claim classified in Class 4. The
amounts due under this class will be paid a portion pro-rata from
proceeds of the ongoing sales operations of the Debtor.
The Plan will be funded by Debtor's ongoing sales operations. Thus,
it will have enough cash on hand on the effective date of the Plan
to pay all the claims and expenses that are entitled to be paid on
that date.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/prb16-03796-11-72.pdf
About Esteban Beauty
Esteban Beauty Distributor Corp. sought protection under Chapter
11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Puerto Rico (Case No. 16-03796) on May 11, 2016.
ESTEBAN DISTRIBUTOR: Unsecureds to Get Pro-rata Distribution of $4K
-------------------------------------------------------------------
Esteban Distributor Inc. filed with the U.S. Bankruptcy Court for
the District of Puerto Rico a small business disclosure statement
and plan of reorganization, dated Jan. 17, 2017.
The administrative expenses are classified in Class 1 and will be
paid in full in cash as soon as practicable or agreed with the
creditor no later than (a) the Effective Date or (b) the date any
such claim becomes an allowed Administrative Claim.
There are unsecured priority claims classified in Class 2 and shall
be paid in full from Debtor's on going sales operations in years 1
and 2 of the plan.
The Critical Vendor claim is classified in Class 3. This claim has
been paid in full as per the critical vendor agreement from
Debtor's ongoing sales operations.
There are unsecured non-priority claims classified in Class 4 which
will receive a pro-rata distribution.
The general unsecured claims classified in Class 5 will receive a
pro-rata distribution of $4,000.
The equity holders claims classified in Class 6 will receive the
same compensation as the last year, but no amount in excess.
The Plan will be funded by Debtor's ongoing sales operations. Thus,
it will have enough cash on hand on the effective date of the Plan
to pay all the claims and expenses that are entitled to be paid on
that date.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/prb16-03799-11-86.pdf
About Esteban Beauty
Esteban Beauty Distributor Corp. sought protection under Chapter
11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Puerto Rico (Case No. 16-03796) on May 11, 2016.
Esteban Distributor Inc.'s bankruptcy case is Case no. 16-03799.
FRONTIER STAR: Disclosures OK'd; March 28 Plan Confirmation Hearing
-------------------------------------------------------------------
Judge Eddward P. Ballinger Jr. of the U.S. Bankruptcy Court for the
District of Puerto Rico issued an order approving the disclosure
statement with respect to the plan of liquidation of Frontier Star,
LLC, Frontier Star CJ, LLC, Frontier Star 1, LLC, and MIH Admin
Services, LLC, filed by P. Gregg Curry, the chapter 11 trustee for
the Debtors.
The hearing to consider confirmation of the Plan will commence on
March 28, 2017, at 11:00 a.m. (prevailing Mountain Time).
Objections to the confirmation of the Plan must be in writing and
must be filed on or before March 3, 2017, at 4:00 p.m. (prevailing
Mountain Time).
The TCR previously reported that under the Plan, each holder of an
allowed unsecured claim in Class 3 will receive a pro rata share
of: (i) the bank settlement reserve on the Effective Date; and (ii)
the liquidating trust interests following the payment or reserve
for administrative claims, priority tax claims, and secured
claims.
The Disclosure Statement is available at:
http://bankrupt.com/misc/azb15-09383-1156.pdf
About Frontier Star
Guadalupe, Arizona-based Frontier Star LLC and Frontier Star CJ
LLC
are large Carl's Jr. and Hardee's franchisees operated by three
grandchildren of Carl Karcher, who founded the Carl's Jr.
Hamburger
chain, now owned by parent company CKE Restaurants, Inc.
The grandchildren include the LeVecke siblings Carl, Margaret and
Jason, who is listed as chief executive officer/manager of both
companies. The LeVecke siblings had more than 130 Carl's Jr.
and
Hardee's franchises in seven states and Puerto Vallarta, Mexico,
as
of late 2013.
Frontier Star, LLC, and Frontier Star CJ, LLC, filed Chapter 11
bankruptcy petitions (Bankr. D. Ariz. Lead Case No. 15-09383) on
July 27, 2015. The petitions were signed by Jason LeVecke as
CEO/manager. The Cavanagh Law Firm serves as counsel to the
Debtors.
On Nov. 19, 2015, P. Gregg Curry was appointed as the Debtors'
Chapter 11 trustee.
Frontier Star disclosed $71.9 million in assets and $27.3 million
in debt in its schedules.
No official committee of unsecured creditors has been appointed in
the case.
FUNCTION(X) INC: Negotiating the Sale of Stake in Non-Core Assets
-----------------------------------------------------------------
Function(X) Inc. said it is negotiating the sale of a majority
stake in its non-core assets principally in the technology space,
including certain intellectual property related to SDS and the
assets related to the DraftDay fantasy sports business. If
completed, the contemplated transaction would combine these assets
into a new company, Element(X).
The Company intends to sell 80.1% of Element(X) to a newly formed
and separately funded entity owned by current and former employees
of the Company for approximately $8 million. The Company is
seeking to receive preferred equity in Element(X) with a two- year
term, redeemable at 120% of issue price, plus accrued dividends at
8%; or convertible at the Company's option into equity at 150% of
issue price, plus accrued dividends.
In addition the Company intends to enter into a shared services
agreement with Element(X) providing for payment of $200K a month
for legal, accounting, and office-related services. The terms of
any such transaction will be determined on an arms-length basis and
will only be consummated if the board of directors determines that
the transaction is in the Company's best interests as a company.
The Company gives no assurance that it will be successful in
consummating such a transaction on the terms as described, or at
all.
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.
FUNCTION(X) INC: Seeks to Amend Exchange Agreement with Sillerman
-----------------------------------------------------------------
As reported on Function(x) Inc.'s Current Report on Form 8-K filed
on July 13, 2016, on July 8, 2016, the Company and Sillerman
Investment Company III, LLC, Sillerman Investment Company IV, LLC,
and Sillerman Investment Company VI, LLC, each an affiliate of
Robert F.X. Sillerman, the Company's executive chairman and chief
executive officer, entered into an exchange agreement.
The Company is negotiating an amendment to the Exchange Agreement,
pursuant to which he and his affiliated entities would agree to
convert 100% of their Series C Preferred shares plus accrued
dividends at the exchange price of $2.34 and to permit the line of
credit from SIC IV in the amount of $5,000,000 for the Company to
remain outstanding in the event that a public offering of at least
$10,000,000 and satisfaction of the other conditions required for
the conversion under the Exchange Agreement. The conversion price
represents a 4% premium to the closing price of the Company's
common stock on Jan. 13, 2017.
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.
GLOYD GREEN: Sale of Wasatch Lot to Brighton for $49K Approved
--------------------------------------------------------------
Judge Kevin R. Anderson of the U.S. Bankruptcy Court for the
District of Utah authorized Gloyd W. Green's sale of his Wasatch
County cabin lot, located at 2443 West Spruce Road, Midway, Utah,
and more particularly described as Lot 127, Brighton Estates No. 2
Subdivision, according to the official plat thereof on file and of
record in the office of the recorder of Wasatch County, State of
Utah, Tax Parcel No. OBE-2127-0-032-024, to Brighton Future, LLC
for $49,000.
The sale is free and clear of all liens and encumbrances.
The Debtor is authorized to pay at closing of the sale to the Buyer
all applicable commissions and closing costs and title fees
associated with the transaction and customary in the industry,
including without limitation a realtor's commission to Kathy
Collings and the firm of Berkshire Hathaway Home Services Utah in
the amount of 6% of the selling price.
The Debtor is also authorized to pay at closing all accrued and
pro-rated real estate taxes and other assessments that are owing as
of the date of the closing.
All remaining proceeds of sale shall be delivered by the title
company to the Debtor for immediate deposit by the Debtor into a
segregated reorganized debtor account at Zions Bank ("Plan Payment
Account").
The Debtor will, not later than 7 days after closing of the sale,
file with the Court a report of the sale, showing the sales price,
all closing costs, taxes, commissions and other deductions, and the
amount deposited into the Plan Payment Account.
The 14-day stay otherwise imposed by Bankruptcy Rule 6004(h) is
waived and the closing of the sale may occur at any time after
entry of the Order.
Gloyd W. Green sought Chapter 11 protection (Bankr. D. Utah Case
No. 15-25181) on June 3, 2015.
GOD'S UNIVERSAL: Disclosure Statement Hearing Set for April 3
-------------------------------------------------------------
Judge Wendelin I. Lipp of the U.S. Bankruptcy Court for the
District of Maryland has scheduled a hearing on April 3, 2017, at
10:30 a.m. to consider approval of the disclosure statement and
chapter 11 plan of reorganization filed by God's Universal Kingdom
Christian Church, Inc. on Jan. 3, 2017.
Feb 10, 2017, is fixed as the last day for filing and serving
written objections to the disclosure statement.
As previously reported, under the plan, God's Universal Kingdom
will authorize the party settling the approved contract of sale to
pay the secured creditors who hold valid liens on the church's
property when it is sold.
The church will then deposit into an escrow account all of its net
profits generated by the sale. It is from this account that the
church will direct payment of all legal fees, costs, and
administrative claims no later than 30 days after deposit.
A copy of the disclosure statement is available for free at
https://is.gd/y88EjY
About God's Universal Kingdom
God's Universal Kingdom sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-21952) on Sept. 6,
2016.
The petition was signed by Jennifer Robinson, treasurer.
The case is assigned to Judge Wendelin I. Lipp. Michael G.
Wolff,
Esq., at Goren, Wolff & Orenstein, LLC, serves as the Debtor's
bankruptcy counsel.
At the time of the filing, the Debtor disclosed $2.66 million in
assets and $924,570 in liabilities.
GRAY TELEVISION: Moody's Rates $656MM 1st Lien Loans 'Ba1'
----------------------------------------------------------
Moody's Investors Service assigned a Ba1 (LGD1) rating to Gray
Television, Inc.'s proposed $100 million senior secured 1st lien
priority revolving credit facility and a Ba2 (LGD 2) to the
company's proposed $556 1st lien term loan B. The proceeds from the
offering will be used to replace the company's existing revolver
and repay its existing term loan. Despite both facilities having a
first lien on the company's assets, the revolving credit facility
is rated one notch higher than the term loan given its first
priority claim. This is in line with the current secured debt
ratings. Moody's expects the transaction to favorably improve the
company's maturity profile by extending the redemption date of the
revolver by two years and the term loan by three. All other ratings
are unchanged and the outlook remains stable.
Assignments:
Issuer: Gray Television, Inc.
-- Senior Secured Priority Revolving Credit Facility, Assigned Ba1
(LGD1)
-- Senior Secured Bank 1st Lien Term Loan B, Assigned Ba2 (LGD2)
RATINGS RATIONALE
Gray's B1 Corporate Family Rating reflects elevated but improved
leverage which Moody's expect could fall to around 5.5x in 2017
(Moody's adjusted debt-to-2 year average EBITDA, pro forma for
pending transactions). Gray is expected to report weaker than
expected results with respect to political revenue in 2016. As
such, leverage will improve more slowly than expected and is likely
remain above Moody's leverage tolerance longer than anticipated --
despite the positive trend. In addition, the company recently
introduced a $75 million share repurchase program. This more
shareholder friendly allocation of capital pressures the credit
rating as the magnitude of annual debt repayment capacity will be
reduced.
Despite the negative pressure, ratings are supported by the
company's long track record of #1 and #2 ranked positions in the
vast majority of its 53 markets (pro forma for acquisitions).
Coupled with low syndication costs and top ranked news programming,
the company generates high EBITDA margins exceeding 38% (including
Moody's standard adjustments). The company also benefits from scale
and diversification (both geographic and network) that are more
indicative of a stronger credit profile. Gray's television stations
and associated digital properties also benefit from its strategy of
operating in collegiate markets or state capitals which generally
have more stability and generate higher demand for political
advertising during election years.
The stable rating outlook reflects Moody's views that organic
growth in core ad sales will be in the flat to low single digit
percentage range over the next 12 months. Pro forma for completed
and announced acquisitions, Moody's estimate leverage (debt-to-2-yr
average EBITDA) will be elevated but improve towards 5.5x
(including Moody's standard adjustments) in 2017, despite
additional debt-financed acquisitions. Moody's also expect high
single digit percentage 2 year average free cash flow-to-debt.
Moody's could consider an upgrade if core revenue and EBITDA track
to expectations and free cash flow is applied to debt repayment
resulting in leverage (Debt-to-2 year average EBITDA) sustained
below 4.0x (Moody's standard adjustments) and coverage (2 year
average free cash flow-to-debt) sustained at least high
single-digit percentage a positive rating action would also be
considered if the company maintains good liquidity and there is a
low probability of near-term event risks and or there are positive
developments in regulation, market position, capital structure, or
key performance measures. In addition, if its credit profile is
improved by one or more of the following factors: increases in
scale, improves its market position or share, diversifies its
business model, or adopts more conservative financial policies.
Gray's ratings could be downgraded if, due to operating performance
falling below expectations as a result of economic weakness or
under performance in one or more key markets, or due to debt
financed acquisitions or shareholder distributions leverage
(debt-to-2 year average EBITDA) is sustained above 5.0x (Moody's
standard adjustments) or coverage (2 year average free cash
flow-to-debt) is sustained below the mid-single digit percentage. A
negative rating action would also be considered if the company
adopted more aggressive financial policies or Moody's anticipate
the possibility of a material and adverse change in scale, market
position or share, regulation, capital structure, key performance
measures, or the operating model.
The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in May
2012.
Gray Television, Inc., headquartered in Atlanta, GA, is a
television broadcaster that will be serving 53 mid-sized markets
(ranked #62 to #209) covering roughly 10.1% of US households, pro
forma for announced acquisitions. Network affiliations will include
36 CBS, 27 NBC, 20 ABC, and 14 FOX channels. Following the pending
transactions, the company will operate the #1 or #2 ranked stations
in 52 of 53 markets. Gray is publicly traded and its shares are
widely held with the family and affiliates of the late J. Mack
Robinson collectively owning approximately 12% of common stock. The
dual class equity structure provides these affiliated entities with
roughly 44% of voting control. Moody's project average annual
revenue pro forma for announced transactions will be $850-900
million at the end of 2016.
GRAY TELEVISION: S&P Assigns 'BB' Rating on Proposed $556MM Loan
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level and '1' recovery
ratings to Gray Television Inc.'s proposed $556 million senior
secured term loan B due 2024. The '1' recovery rating indicates
S&P's expectation for a very high recovery (90%-100%) of principal
in the event of a payment default.
S&P also assigned its 'BB+' issue-level and '1+' recovery ratings
to the company's proposed $100 million senior secured revolving
credit facility due 2022. The '1+' recovery rating indicates S&P's
expectation for full recovery (100%) of principal in the event of a
payment default. The proposed credit facilities would extend the
company's debt maturity profile and replace its outstanding $556
million term loan B and $60 million revolver.
S&P's 'B+' corporate credit rating and stable rating outlook on the
company are not affected by the proposed transaction.
This transaction is leverage neutral, with leverage in the mid-5x
area on an average trailing-eight-quarter basis as of Sept. 30,
2016, pro forma for the company's acquisition of television
stations in Green Bay, Wisc. and Davenport, Iowa.
RATINGS LIST
Gray Television Inc.
Corporate Credit Rating B+/Stable/--
New Ratings
Gray Television Inc.
Senior Secured
Term loan B due 2024 BB
Recovery Rating 1
Revolving credit facility due 2022 BB+
Recovery Rating 1+
GREAT BASIN: Signs Amendments to Terms of 2016 Notes
----------------------------------------------------
As previously disclosed on the Current Report on Form 8-K filed
with the SEC on June 29, 2016, 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.
On Jan. 19, 2017, the Company and certain 2016 Note Buyers holding
enough of the 2016 Notes and Series H Warrants to constitute the
required holders under Section 19 of the 2016 Notes entered into
separate amendment agreements to amend the terms of the 2016
Notes.
Pursuant to the terms of the Amendment Agreement, Section 8 of the
Notes, which contained the provisions of the 2016 Notes dealing
with installment payments, the Company's ability to elect to
convert installment payments, delivery of pre-installment
conversion shares in relation to converted installment payments and
the ability of Noteholders to accelerate or defer installment
amounts was eliminated and any reference to any defined terms
appearing elsewhere in the 2016 Notes that related solely to
Section 8 and that were not otherwise used in the 2016 Notes were
deleted. Any pre-installment conversion shares received by any
holder of 2016 Notes with respect to which the related installment
date has not yet occurred as of the date of Amendment Agreement and
which shall not occur as a result of the Amendment Agreement,
immediately reduce the principal amount of the 2016 Notes
outstanding by $0.044 per a pre-installment conversion share so
received.
Additionally, pursuant to the Amendment Agreement Section 3(b)(ii)
of the 2016 Notes which set forth the conversion price at which
optional conversions at the election of the holder of the 2016
Notes could be made was amended to define "Conversion Price," as of
any conversion date or other date of determination, as the lowest
of (x) $2.00 per share, subject to adjustment as provided herein,
(y) 85% of the lowest trading price of the Company's common stock
during the five consecutive trading day period ending and including
the trading day on which the holder delivers a conversion notice to
the Company (such trading prices to be appropriately adjusted for
any share dividend, share split, share combination,
reclassification or similar transaction during such five
consecutive trading day period) and (z) 85% of the Weighted Average
Price (as defined in the 2016 Notes) of the Company's common stock
during the period beginning at 9:30:01 a.m., New York time (or such
other time as the principal market publicly announces is the
official open of trading), and ending at 1:00:00 p.m., New York
time on the delivery date of a conversion notice.
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.
GUADALUPE REGIONAL: S&P Affirms 'BB' Rating on 2015 Bonds
---------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable on
the Joint Guadalupe County-City of Seguin Hospital Board of
Managers, Texas' series 2015 revenue refunding and improvement
bonds. At the same time, S&P affirmed its 'BB' long-term rating on
the bonds. The board does business as Guadalupe Regional Medical
Center (GRMC).
"The negative outlook revision reflects widening losses at the
hospital's employed physician group, which were worse than budgeted
projections due in part to slower-than-expected practice growth.
The revision also reflects softer volumes and GRMC's highly
elevated leverage," said S&P Global Ratings analyst Patrick Zagar.
The negative outlook reflects S&P's assessment of GRMC's strained
financial profile that offers little financial flexibility due to
the hospital's small size, high debt load, and continued margin
compression. The outlook also reflects S&P's view of GRMC's
reliance on special funding for profitability and the
below-expectation performance at GRMG.
S&P will lower the rating if GRMC is unable to meet budgeted
targets and improve operating performance or begins to post
operating losses -- as calculated by S&P Global Ratings. Moreover,
any material deterioration in liquidity -- that S&P believes to be
permanent -- would likely result in a lower rating.
S&P considers a higher rating unlikely given GRMC's high leverage
and thin margins. S&P could, however, revise the outlook to stable
if the hospital improves financial performance -- especially within
the physician group. Moreover, S&P would expect to see days' cash
on hand at least hold near current levels.
HERBALIFE INT'L: Moody's Assigns Ba3 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
("CFR") and a Ba3-PD Probability of Default Rating to Herbalife
LTD. Herbalife is the parent company of Herbalife International,
Inc., Herbalife International Luxembourg S.a.r.l, HLF Financing
S.a.r.l and HLF Financing US, LLC. At the same time Moody's
assigned Ba1 (LGD2) ratings to the company's proposed first lien
senior secured credit facilities. These include a $1.175 billion
senior secured first lien term loan and a $150 million senior
secured first lien revolving credit facility. The proceeds from the
senior secured term loan will be used for general corporate
purposes, including share repurchases and to pay transaction fees
and expenses. The revolving credit facility will be used for
working capital and general corporate purposes. Moody's also
assigned a Speculative Grade Liquidity Rating at SGL-2. The rating
outlook is stable.
Ratings Assigned:
Herbalife LTD.
Corporate Family Rating at Ba3
Probability of Default at Ba3-PD
Speculative Grade Liquidity Rating at SGL-2
Herbalife LTD., Herbalife International, Inc. and Herbalife
International Luxembourg S.a.r.l (Co-borrowers)
$150 million senior secured first lien revolving credit facility
at Ba1 (LGD 2)
HLF Financing S.a.r.l and HLF Financing US, LLC (Co-borrowers)
$1.175 billion senior secured first lien term loan at Ba1 (LGD 2)
The rating outlook is stable.
RATING RATIONALE
The Ba3 CFR reflects Herbalife's narrow product line combined with
the inherent risks related to multi-level marketing. The company's
global multi-level marketing structure increases the risk of
adverse regulatory and/or legal actions. While the company has
recently settled with the Federal Trade Commission ("FTC"), the
potential for future actions by regulatory authorities can't be
ruled out. In addition, the company is in the midst of a major
transition related to how it runs its business as part of its
agreement with the FTC. Moody's therefore recognizes a high level
of execution risk related to the transition plan.
The rating is also constrained by the high level of debt and the
resulting deterioration in leverage metrics following the proposed
financing transaction. Since management did not specify a clear use
of debt proceeds, Moody's has assumed that a significant amount
will be used for share repurchases. Thus, peak financial leverage
(debt/EBITDA) is about 3.3x at close. That said, Moody's expects
leverage to improve to about 2.8x within 12 months following close
of the transaction, reflecting debt paydown with the company's
significant cash flow. The rating is supported by the company's
good profitability, healthy liquidity, and significant geographic
diversification.
The stable outlook reflects Moody's views that Herbalife's
financial leverage will steadily improve due to debt repayment and
earnings growth. The outlook also reflects Moody's views that the
company faces the risk of operating disruption as it executes its
transition plan, and that it will continue to face the fundamental
risks of the multi-level marketing business model.
The rating could be downgraded if Herbalife's operating performance
deteriorates, or if there is an adverse shift in the industry's
regulatory environment. Ratings could also be downgraded if
debt/EBITDA is sustained above 4.0x, or if liquidity deteriorates.
The rating could be upgraded if the company achieves greater scale,
profitability improves, and Moody's gains greater comfort with the
industry's regulatory environment. The rating could also be
upgraded if Moody's gains greater comfort with the company's
business model, and Herbalife demonstrates that it will maintain a
more conservative financial policy.
The principal methodology used in these ratings was Global Packaged
Goods published in June 2013.
Based in Los Angeles, CA, Herbalife LTD. is a leading direct-seller
of weight management products, nutritional supplements and personal
care products intended to support a healthy lifestyle. The company
operates through a multi-level marketing system that consists of
approximately 4.1 million global members across 94 countries.
Herbalife generates roughly $4.5 billion in annual revenues.
HERBALIFE LTD: S&P Assigns 'BB-' CCR, Outlook Stable
----------------------------------------------------
S&P Global Ratings assigned its 'BB-' corporate credit rating to
Torrance, Calif.-based Herbalife Ltd. The outlook is stable.
Herbalife is planning to syndicate $1,325 million of new credit
facilities to replace its existing bank facility and provide funds
for general corporate purposes. S&P believes the company will use
the majority of the proceeds for share repurchases.
At the same time, S&P assigned its 'BB+' issue-level ratings to the
company's proposed senior secured $150 million revolver due 2022
and $1,175 million term loan B due 2024. The '1' recovery rating
indicates S&P's expectation of very high (90% to 100%) recovery in
the event of a payment default. The issuers of the revolver and
term loans are subsidiaries of Herbalife Ltd. For purposes of the
ratings, S&P views Herbalife Ltd. and its operating subsidiaries as
a group. S&P's ratings assume the transaction closes on
substantially the terms presented to S&P.
Herbalife expects to use the proceeds from the debt offering to
repay its existing revolver and for general corporate purposes.
S&P believes the majority of the term loan proceeds in excess of
revolver debt repayment will be used for share repurchases.
The ratings on Herbalife reflects its participation in the highly
competitive weight management and nutritional products industry;
the low barriers to entry in the weight loss sector; its channel,
brand, and product concentration, and potential negative publicity
associated with them; as well as significant legal and regulatory
risk. It's S&P's opinion that the company could incur operating
difficulties following the settlement with the FTC in July 2016,
specifically difficulty maintaining or attracting sales
representatives because of the company's need to track end-user
sales. Other key credit factors include its moderate leverage,
good brand recognition, and historically successful business model
that has enabled it to generate good and consistent profitability.
S&P also views the demographics underlying demand for Herbalife's
products as favorable.
Though the company is moderately leveraged and generates good cash
flow, the overall rating is constrained by Herbalife's reputational
risk, as well as its channel, brand, and product concentration.
Herbalife is a network marketer of weight management products,
nutritional supplements, and personal care products. The company
is in the process of transitioning its business to meet the new FTC
requirements related to its July 2016 settlement. Herbalife had
been under investigation by the FTC regarding its network marketing
program, the use of testimonies, and the role of expert endorsers.
Although the FTC did not determine the company operated a pyramid
scheme, it fined Herbalife $200 million and implemented rules to
ensure that member compensation is based on end-user sales.
"We believe Herbalife has demonstrated that it is an effective
competitor despite the intense competition from other weight
management products, weight loss programs such as Weight Watchers
International, and free weight apps for mobile devices and wearable
devices," said S&P Global Ratings analyst Diane Shand. "We expect
margins to remain stable of the next few years but sales will slow
as it transitions to new business practices in the U.S. and India
in 2017 and the rest of the world (excluding China) in 2018."
The rating outlook on Herbalife is stable, reflecting the company's
good cash flow generation capabilities, efficient operations, and
S&P's expectation the company will maintain leverage in the high-2x
area to provide cushion from a potential sales decline or negative
currency effects over the next year. S&P expects the company will
complete share repurchases over the near to medium term, but expect
that these only lead to a modest and temporary increase in
leverage.
HEXION INC: Moody's Lowers Corporate Family Rating to Caa2
----------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Rating (CFR)
of Hexion Inc. to Caa2 and assigned a Caa1 rating to $460 million
guaranteed senior secured first lien notes due December 2022 to be
issued by Hexion 2 U.S. Finance Corp., a wholly owned unrestricted
subsidiary of Hexion. Additionally, Moody's lowered the ratings on
Hexion's (i) first lien debt to Caa1 from B3; (ii) secured (1.5
lien) notes due 2018 to Caa3 from Caa2; (iii) second lien notes to
Ca from Caa3; and (iv) unsecured notes to C from Ca. Moody's also
lowered Hexion's Speculative Grade Liquidity Rating to SGL-4 from
SGL-3. Hexion's outlook remains negative.
The $460 million proceeds of the new first lien notes will be
placed into escrow, and will be released once Hexion has arranged
for the repayment of the 8.875% secured (1.5 lien) notes due 2018.
The debt will then become an obligation of Hexion Inc.
"While the issuance of additional first lien notes and additional
secured debt will alleviate the company's debt maturity in 2018,
Hexion will have a much more difficult task refinancing its 2020
maturities without a meaningful improvement in profitability,"
stated John Rogers, Senior Vice President at Moody's.
Downgrades:
Issuer: Hexion Inc.
-- Corporate Family Rating, Downgraded to Caa2 from Caa1
-- Probability of Default Rating, Downgraded to Caa2-PD from
Caa1-PD
-- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
SGL-3
-- Senior Secured Regular Bond/Debenture, Downgraded to Caa1
(LGD3)from B3 (LGD3)
-- Senior Secured Regular Bond/Debenture, Downgraded to Caa3
(LGD2) from Caa2 (LGD4)
-- Senior Secured Regular Bond/Debenture, Downgraded to Ca (LGD3)
from Caa3 (LGD5)
Issuer: Borden Chemical, Inc. (Old)
-- Senior Unsecured Regular Bond/Debenture, Downgraded to C (LGD5)
from Ca (LGD6)
Assignments:
Issuer: Hexion 2 U.S. Finance Corp.
-- Senior Secured Regular Bond/Debenture, Assigned Caa1 (LGD2)
Outlook Actions:
Issuer: Hexion Inc.
-- Outlook, Remains Negative
Issuer: Borden Chemical, Inc. (Old)
-- Outlook, Remains Negative
Issuer: Hexion 2 U.S. Finance Corp.
-- Outlook, Assigned Negative
RATINGS RATIONALE
Hexion's Caa2 CFR reflects its elevated leverage of over 9 times,
weak cash flow from operations and negative free cash flow.
Specifically, the downgrade reflects Moody's concern that the
refinancing of the 2018 notes will increase debt service costs,
worsen already negative free cash flow and could restrict further
access to the capital markets until profitability and cash flows
improve. Furthermore, greater cash outflows would increase the
reliance on additional asset sales to avoid deterioration in
Hexion's liquidity during 2017.
The Caa1 rating on the new first lien debt reflects its priority
position in the capital structure; it will be pari passu with
Hexion's other $1.87 billion of first lien notes. The first lien
debt has a first lien on all domestic subsidiary assets that are
not part of the ABL priority collateral, and a second lien on the
ABL priority collateral. Hexion's ABL facility will be reduced to
$350 million as recent divestitures have reduced the assets
available to support this facility; this reduction will occur once
the 2018 maturities fall below $100 million.
The most significant hurdle post this refinancing will be the need
to raise an additional $250 million of secured debt to fully repay
the remaining $707 million 8.875% secured (1.5 lien) notes due
2018. Pro forma for the new first lien notes, Hexion's first lien
leverage will be roughly 5.5x based on Moody's standard adjustments
to financial statements (5.3x based on Hexion's pro forma
calculations).
Moody's noted that the conditions for release of funds from escrow
do not require Hexion to issue additional debt, only that it is
able to repay the 8.875% notes. Hence, Hexion could issue less than
$250 million of new 1.5 lien notes, and utilize its available
liquidity to make up any shortfall. The Speculative Grade Liquidity
rating was lowered to SGL-4 from SGL-3 due to the uncertainties
related to this refinancing transaction, the approaching maturity
of the 2018 notes and the projected increase in cash outflows from
operations in 2017. It does not factor in the potential for
additional asset sales, which are likely. Also, given Hexion's
elevated leverage, roughly 9.1x on a pro forma LTM basis ending 30
September 2016 (including Moody's standard adjustments; 8.0x based
on Hexion's pro forma calculations), any unusually restrictive
terms in the new debt or unusually high coupons, could adversely
affect Hexion's liquidity.
In 2017, Hexion's financial performance should improve due to
additional cost reduction efforts, a further rebound in US shale
fracking, a modest increase in Forest Product Resins volumes in
North America and additional earnings from the two Gulf Coast
formaldehyde plants started up in 2016. However, headwinds from a
stronger US dollar could offset some of the increase in
profitability that Moody's has projected for 2017. Moreover, higher
interest costs on the new debt will limit any increase in cash
flows, and free cash flow is likely to remain negative by $50-70
million. Moody's expects that Hexion will continue to divest
non-core assets and take other actions to avoid a material erosion
in liquidity.
Hexion's negative outlook reflects the combination of high
leverage, weak cash flows, negative free cash flow and the
continuing reliance on asset sales to maintain liquidity. The
ratings would be subject to a further downgrade if liquidity
declines below $250 million. Conversely the ratings could be
upgraded if leverage declined below 7.0 times, the company is able
to generate positive free cash flow and it refinances the 2020
maturities.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.
Hexion Inc., headquartered in Columbus, Ohio, is a leading producer
of thermoset resins (epoxy, formaldehyde and acrylic). The company
is also a supplier of specialty resins sold to a diverse customer
base as well as a producer of commodities such as formaldehyde,
bisphenol A (BPA), epichlorohydrin (ECH), versatic acid and related
derivatives. Revenues are approximately $3.6 billion. The majority
owner of Hexion is an affiliate of Apollo Management.
HOLY HILL: Dismissal of Suit vs. 1111 Sunset Affirmed
-----------------------------------------------------
Judge Michael W. Fitzgerald of the United States District Court for
the Central District of California, Western Division, affirmed the
bankruptcy court in case number 16-cv-5739 and denied the petition
for writ of mandamus filed by the appellants, Palisades Capital
Partners LLC and 1111 Sunset Boulevard, LLC, in case number
16-cv-5828.
In 2013, Holy Hill Community Church (HHCC) filed a Complaint and
First Amended Complaint in state court against the appellee 1111
Sunset, LLC and its principal, Yuval Bar-Zemer, as well as several
other defendants. The suit alleged various causes of action
arising out of amended Reciprocal Use Agreements (RUA) and a loan
agreement it had entered into with defendant Downtown Capital, LLC.
HHCC then filed for bankruptcy, resulting in the adversarial
proceeding. The suit was removed to the Bankruptcy Court on August
31, 2015.
The appellants filed a Second Amended Complaint on April 18, 2016.
The new complaint incorporated by reference each of HHCC's
allegations from the First Amended Complaint, which alleged that
HHCC's signatories to the amended RUA did not have the authority to
executed the amendment. On April 20, 2016, the appellants filed a
lis pendens against the appellee's parcel of real property with the
Los Angeles Recorder's Office. The lis pendens was also recorded
against the easement for reciprocal negative easements over both
the appellants and the appellee's parcels of real property located
at 1111 Sunset Blvd., Los Angeles, CA 90012 pursuant to the terms
of the amended RUA. The appellants' Second Amended Complaint
included allegations that the easements contained in the amended
RUA are oppressive and unfair to the appellants' parcel previously
purchased from HHCC's Principal, Richard Laski.
The appellee filed a motion to dismiss the Second Amended Complaint
and to expunge the lis pendens against its property. The
Bankruptcy Court granted the motions on July 15, 2016, concluding
that the appellants did not have standing to raise their claims
and, alternatively, that the claims were barred by res judicata.
The Bankruptcy Court then entered an Expungement Order with respect
to the lis pendens because the causes of action that would have
supported the lis pendens had been dismissed.
The appellants filed notices of appeal as to the dismissal order
and the expungement order, as well as a Petition for Writ of
Mandamus with respect to the expungement order.
Judge Fitzgerald agreed with the Bankruptcy Court that the
appellants lack standing to challenge the authority of the
signatories to enter into the amended RUA. The judge held that the
purchase of the property and reserved claims did not automatically
entitle the appellants to challenge any matter related to corporate
governance of HHCC. Likewise, Judge Fitzgerald also held that,
without any legal claims to back it up, the lis pendens was
appropriately expunged. The judge explained that California law
allows for the expungement of a lis pendens when "the claimant has
not established by a preponderance of the evidence the probable
validity of the real property claim."
The Bankruptcy Court's order, however, mistakenly dismissed claims
against defendants other than the appellees, such as Downtown
Capital, LLC and the Metropolitan Water District of Southern
California, despite the Motion to Dismiss not addressing the claims
against those defendants. Judge Fitzgerald thus remanded to the
Bankruptcy Court for the limited purpose of correcting this error.
The case is captioned IN RE: HOLY HILL COMMUNITY CHURCH, Adversary
Proceeding No. 2:15-ap-01467 WB, Case No. CV-16-5739-MWF.,
CV-16-5828-MWF-MRWx (C.D. Cal.).
A full-text copy of Judge Fitzgerald's January 5, 2017 opinion is
available at https://is.gd/0iHeqt from Leagle.com.
1111 Sunset Boulevard LLC and Palisades Capital Partners, LLC are
represented by:
Garrett Lee Hanken, Esq.
Jeffrey A. Krieger, Esq.
Steven A. Stein, Esq.
GREENBERG GLUSKER FIELDS CLAMAN AND MACHTINGER LLP
1900 Avenue of the Stars, 21st Floor
Los Angeles, CA 90067
Tel: (310)553-3610
Email: ghanken@greenbergglusker.com
jkrieger@greenbergglusker.com
sstein@greenbergglusker.com
1111 Sunset, LLC is represented by:
Bernard Daniel Bollinger, Jr., Esq.
Michael L. Wachtell, Esq.
BUCHALTER NEMER PC
1000 Wilshire Boulevard, Suite 1500
Los Angeles, CA 90017-1730
Tel: (213)891-0700
Fax: (213)896-0400
Email: bbolinger@buchalter.com
mwachtell@buchalter.com
Downtown Capital, LLC is represented by:
Bernard Daniel Bollinger, Jr., Esq.
BUCHALTER NEMER PC
1000 Wilshire Boulevard, Suite 1500
Los Angeles, CA 90017-1730
Tel: (213)891-0700
Fax: (213)896-0400
Email: bbolinger@buchalter.com
About Holy Hill
Holy Hill Community Church, aka Holy Hill Community Church, a
protestant church in Los Angeles, filed for Chapter 11 protection
(Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014. In its
Petition, Holy Hill, a California non-profit corporation
incorporated for the purposes of conducting religious activities
as a protestant Christian church, disclosed $35.4 million in total
assets and $16.7 million in total liabilities.
Judge Julia W. Brand presides over the case.
John Jenchun Suh, the pastor and CEO of the church, signed the
bankruptcy petition. W. Dan Lee of the Lee Law Offices, in Los
Angeles, serves as counsel to the Debtor.
Various parties, including the U.S. Trustee, filed motions to
appoint a Chapter 11 trustee or, alternatively, convert the case to
one under Chapter 7. The motion to appoint a Chapter 11 trustee
was granted and Richard J. Laski was appointed to serve as Chapter
11 trustee on June 30, 2014. The Trustee has tapped Arent Fox LLP
to serve as his bankruptcy counsel, and Wilshire Partners of CA,
LLC, as accountant.
IASIS HEALTHCARE: S&P Affirms 'B' CCR & Revises Outlook to Neg.
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
IASIS Healthcare Inc. and revised the rating outlook to negative
from stable.
IASIS Healthcare Corp. underperformed S&P's expectations in 2016,
reflecting higher-than-anticipated costs in the Health Choice
managed care business, including significant losses associated with
the company's Arizona exchange product, which it has since exited.
As a result, leverage is currently over 10x, versus S&P's prior
expectation that leverage would be about 8x at Sept. 30, 2016 (the
company's fiscal year end). IASIS also needs to refinance the
majority of its capital structure over the next two years, given
the May 2018 maturity date on its term loan and the May 2019
maturity date on the senior unsecured notes.
At the same time, S&P affirmed the 'BB' issue-level rating on the
super-priority revolver, the 'B' issue-level rating the senior
secured term loan, and the 'CCC+' issue-level rating on the senior
unsecured notes. The recovery ratings on the issue-level debt
remain '1+', '3', and '6', respectively.
"The rating action on IASIS follows another year of disappointing
operating performance, with EBITDA down over 30% on a
year-over-year basis," said S&P Global Ratings credit analyst
Shannan Murphy. At the same time, the company's capital structure
continues to age, with its senior secured term loan scheduled to
mature in May 2018 and its senior unsecured notes maturing in May
2019. S&P believes that the company is well-positioned to extend
or refinance the term loan before this debt becomes a current
maturity given low leverage through the senior secured level and
significant cash balances that further support the credit profile.
In addition, S&P believes that the company is likely to materially
improve profitability next year, which should allow it to refinance
the senior notes before they become a current maturity in May 2018.
However, S&P believes that there is very little margin for error
in 2017 given the upcoming maturities.
The 2016 operating underperformance resulted from
higher-than-expected medical loss ratios in the company's Health
Choice managed care business and, to a lesser extent, lower volumes
at the company's acute-care hospital in Houston and costs
associated with the system improvement agreement affecting that
facility. While the Health Choice business is growing rapidly, with
over 40% revenue growth in 2016, this growth has not been
immediately profitable. Given higher-than-expected pharmaceutical
costs and increased enrollment of very sick individuals, the Health
Choice business generated negative EBITDA in 2016. IASIS expects
this business to improve in profitability next year, reflecting the
company's exit from the Arizona health exchanges (which accounted
for nearly $20 million of the 2016 losses) and rate increases in
key product lines.
S&P's negative rating outlook on IASIS reflects S&P's view that the
company has little margin for error in 2017, as S&P believes that
the company will need to perform at or above its current base case
in order to successfully refinance its senior notes in 2018 (before
these notes become a current maturity).
S&P could lower the rating if the company is not able to refinance
or extend its term loan prior to May 2017, when this debt would
become a current maturity. S&P could also lower the rating if the
company's operating performance or changes in credit market
conditions give us less confidence that IASIS will be able to
refinance its unsecured notes as S&P expects.
S&P could revise the outlook to stable if the company completes a
global refinancing of its debt, resulting in an extended maturity
profile. Under this scenario, S&P would also need to be confident
that the company would be able to generate modest positive free
cash flow, especially in the event that the company's interest
burden is higher as the result of any refinancing.
INDIANTOWN COGENERATION: Moody's Hikes Sub. Bond Rating From Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded Indiantown Cogeneration L.P.'s
(Indiantown) first mortgage bonds to Baa1 from Baa3 and its
subordinated bonds to Baa2 from Ba1. Concurrent with this action,
Moody's changed the outlook to stable from positive.
Upgrades:
Issuer: Indiantown Cogeneration, L.P.
-- Subordinate Regular Bond/Debenture, Upgraded to Baa2 from Ba1
-- Senior Secured First Mortgage Bond, Upgraded to Baa1 from Baa3
Outlook Actions:
Issuer: Indiantown Cogeneration, L.P.
-- Outlook, Changed To Stable From Positive
RATINGS RATIONALE
The rating action reflects a significant increase in cash flow
certainty following highly-rated Florida Power and Light Company's
(FPL: A1, stable) purchase of Indiantown earlier this year. As part
of the purchase, FPL plans to reduce the dispatch of the power
project which will strengthen cash flow certainty. In addition to
owning Indiantown, FPL will remain the off-taker under a long-term
power purchase agreement (PPA) through 2025. FPL has received
approval from the Florida Public Service Commission to recover the
purchase price from its ratepayers. Having FPL as both owner and
off-taker coupled with regulatory approval for cost recovery
greatly reduces the probability of a payment default of Indiantown
bonds vis-à-vis the previous ownership and operating structure and
drives the two notch rating upgrade.
As mentioned, FPL plans to reduce Indiantown's capacity factor to
no more than 5% on a prospective basis from approximately 24% in
2015, reducing variable operating expenses and fuel cost
under-recovery that has historically been pronounced when dispatch
levels exceeded 50%. As such, a reduction in Indiantown's dispatch
levels should result in improved debt service coverage ratio while
reducing the potential for variability to its financial profile.
Moody's expect Indiantown's debt service coverage ratio to be in
excess of 1.7 times annually through at least 2020.
The sale has no impact on the various existing structural
protections afforded to bondholders, including debt service reserve
requirements and debt incurrence test and equity distribution test
that remain in force through the life of the debt.
The stable outlook is supported by the continuation of required
payments by FPL under the terms of the PPA bolstered by the change
in the dispatch of the plant.
Factors that Could Lead to a Upgrade
Given the single asset nature of Indiantown and
its leverage profile, an upgrade is currently not
anticipated and may only be triggered by an unexpected
event, such as FPL providing a guarantee of the
Indiantown debt.
Factors that Could Lead to a Downgrade
An unexpected decline in financial performance such
that annual debt service coverage falls below 1.6
times on a consistent basis.
Indiantown is a special purpose limited partnership formed to
develop, construct, own and operate a 330-megawatt coal-fired
cogeneration power plant in southwestern Martin County, Florida.
The principal methodology used in these ratings was Power
Generation Projects published in December 2012.
INTOWN COMPANIES: Feb. 23 Disclosure Statement Hearing
------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern
District of Florida will convene a hearing on Feb. 23, 2017 at
10:00 a.m. to consider approval of the disclosure statement and
plan of reorganization filed by The Intown Companies, Inc. on Jan.
16, 2017.
Feb. 16, 2017, is fixed as the last day for filing and serving
written objections to the disclosure statement.
About The Intown Companies
The Intown Companies, Inc., dba American Quality Lodge, based in
Tucker, Georgia, filed a Chapter 11 petition (Bankr. N.D. Fla.
Case
No. 14-50374) on Nov. 11, 2014. The Hon. Karen K. Specie
presides
over the case. Thomas B. Woodward, Esq., of the law office of
Thomas B. Woodward, Atty., serves as bankruptcy counsel. The
Debtor also hired Jason A. Burgess, Esq., at The Law Offices of
Jason A. Burgess LLC, as its counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Melton
Harrell, president.
No official committee of unsecured creditors has been appointed in
the case.
IRON BRIDGE TOOLS: District Ct. to Hold Trial in Suit vs. Cardinal
------------------------------------------------------------------
In the case captioned IRON BRIDGE TOOLS, INC., Plaintiff, v.
CARDINAL GROUP SERVICES, LLC, et al., Defendants, Adv. Pro. No.
16-01541-RBR (S.D. Fla.), Judge Beth Bloom of the United States
District Court for the Southern District of Florida granted the
defendants' motion to withdraw reference in the adversary
proceeding.
Iron Bridge Tools, Inc., commenced the adversary proceeding on
September 30, 2016 against Equity Capital Partners LLC, Jaleel
Lewis, Freeman Perry and other defendants asserting claims for
fraudulent transfer, fraudulent misrepresentation, negligent
misrepresentation, conversion, civil theft, contract implied in
law, and civil conspiracy.
Equity Capital, Lewis and Perry moved the Court to withdraw
reference of the adversary proceeding before the United States
Bankruptcy Court for the Southern District of Florida.
Essentially, Equity Capital, Lewis and Perry sought withdrawal of
the reference on the bases that the claims asserted against them
are "non-core" and that they have validly demanded a jury trial,
which they do not consent to the Bankruptcy Court conducting.
In response, Iron Bridge opposed withdrawal of the reference given
that the adversary proceeding is in its early stages, that various
defendants have yet to enter an appearance, and that it is too
early to determine whether Iron Bridge's claims are likely to reach
trial. In the alternative, should the reference be withdrawn, Iron
Bridge requested that the Court allow the Bankruptcy Court to
conduct all pre-trial matters including discovery and dispositive
motions.
Judge Bloom found that Equity Capital, Lewis and Perry's right to a
jury trial for the non-core claims alleged against them in the
adversary proceeding, coupled with considerations of conserving
judicial resources, constitutes "cause" under 28 U.S.C. section
157(d). However, the judge will follow suit with "the custom of
this District" and withdraw the bankruptcy referral for the sole
and limited purpose of conducting a trial on all claims asserted
against Equity Capital, Lewis and Perry and thereby allowing the
bankruptcy court to conduct all pre-trial matters, including
discovery and any dispositive motions.
The bankruptcy case is In re: IRON BRIDGE TOOLS, INC., Chapter 11,
Debtor, Case Nos. 16-cv-62854-BLOOM/Valle, 16-17505-RBR (Bankr.
S.D. Fla.).
A full-text copy of Judge Bloom's January 3, 2017 order is
available at https://is.gd/qfxWMp from Leagle.com.
Iron Bridge Tools, Inc. is represented by:
Chad Philip Pugatch, Esq.
RICE PUGATCH ROBINSON & SCHILLER
101 NE 3rd Ave., Suite 1800
Fort Lauderdale, FL 33301
Tel: (954)462-8000
Fax: (954)462-4300
Email: cpugatch@rprslaw.com
Equity Capital Partners, LLC are represented by:
Darin Anthony DiBello, Esq.
Jaleel Lewis, Esq.
Freeman Perry, Esq.
DIBELLO, LOPEZ & CASTILLO, P.A.
1550 Madruga Avenue, Suite 504
Coral Gables, FL 33146
Tel: (305)668-8870
Fax: (305)668-8892
Email: ddibello@dlclegal.com
About Iron Bridge Tools, Inc.
Iron Bridge Tools, Inc. filed a chapter 11 petition (Bankr. S.D.
Fla. Case No. 16-17505) on May 25, 2016. The petition was signed
by Glenn Robinson, president. The Debtor is represented by Craig
A. Pugatch, Esq., at Rice Pugatch Robinson Storfer & Cohen, PLLC.
The case is assigned to Judge Raymond B. Ray. The Debtor estimated
assets of $1 million to $10 million and debts of $10 million to $50
million.
ITUS CORP: Intends to Conduct $12 Million Rights Offering
---------------------------------------------------------
ITUS Corporation announced that its board of directors has approved
a rights offering for ITUS shareholders of up to $12,000,000. The
rights offering will include the non-transferable right to purchase
one share of ITUS common stock, at a discount, for each share of
ITUS common stock owned by shareholders on the ownership day of
Friday, Feb. 10, 2017. The discounted price will be the lesser of
(i) 25% discount to the volume weighted average price for ITUS
common stock for the five trading day period through and including
Wednesday, Feb. 15, 2017, the Record Date, subject to ITUS board
approval and (ii) 15% discount to the volume weighted average price
for ITUS common stock for the five trading day period through and
including Friday, March 10, 2017. ITUS shareholders may elect to
participate in the rights offering during the subscription period,
which will begin on Feb. 17, 2017, and is scheduled to end on March
10, 2017. The final discounted price will be announced on March
10, 2017, after market close and will be available on the Company's
website at www.ITUScorp.com.
Robert Berman, ITUS's president and CEO stated, "Instead of a more
traditional financing structure where third parties that are new to
the company receive beneficial terms that are dilutive to existing
shareholders, this rights offering allows us to offer the benefit
to our loyal shareholder base who have been supportive of the
company. Based upon the progress that we have made with Cchek, we
believe our prospects for success have never been higher and our
shareholders are deserving of the opportunity to increase their
participation in the upside of our company as we continue to reach
important milestones towards the regulatory approval and
commercialization of Cchek."
Proceeds from the rights offering will be used for general working
capital purposes, including the continued development of Cchek, and
to further strengthen the Company's balance sheet by reducing the
Company's debt. Because the rights are not transferable, the
rights cannot be sold, borrowed, assigned, or traded, and the only
way to obtain the rights is to be a shareholder of record as of
Feb. 15, 2017.
The proposed calendar for the 2017 rights offering is as follows:
Friday, Feb. 10 Ownership Day - last day to purchase ITUS
common stock to receive rights. (must
purchase by 4:00 P.M. Eastern Time to
become a shareholder on the Record Date)
Monday, Feb. 13 ITUS trades Ex-Right
Wednesday, Feb. 15 Record Date (must own ITUS common stock to
be eligible to receive rights) Maximum
Price for rights offering is set.
Friday, Feb. 17 Subscription Period begins
Friday, March 10 Subscription Period ends at 5:00 pm
eastern time (subject to extension of up
to thirty (30) days at the discretion of
the Company).
The Company will announce any changes to the above schedule, and
the Company reserves the right to cancel the rights offering at any
time prior to the closing of the rights offering. ITUS recommends
that current ITUS shareholders consider notifying their broker or
financial advisor about the upcoming rights offering to ensure they
will maximize their ability to participate in the rights offering.
The rights offering will include an over subscription privilege,
which will entitle each rights holder that exercises its basic
subscription privilege the right to purchase additional shares of
ITUS common stock that remain unsubscribed at the expiration of the
rights offering. Both the basic and over-subscription privileges
are subject to pro ration.
Volume Weighted average pricing, commonly referred to as "VWAP", is
the average share price of a stock weighted against its trading
volume within a particular time frame, which in this instance will
be a trading day. VWAP will be calculated as the number of shares
bought during a given day multiplied by the share price of each
purchase, the product of which is divided by the total shares
bought. For the convenience of the Company's shareholders, ITUS
will calculate and make available the applicable VWAP pricing
referred to in the opening paragraph above.
The rights offering will be made pursuant to ITUS's effective shelf
registration statement on Form S-3 (Reg. No. 333-206782) on file
with the Securities and Exchange Commission, and a prospectus
supplement containing information about the company and the rights
offering, which will include step by step, easy to follow, detailed
instructions, will be filed with the SEC prior to the commencement
of the rights offering and will be mailed to each shareholder
holding shares on the record date. The Company has hired MacKenzie
Partners, Inc. as its information agent to assist shareholders with
the transaction. Prior to the mailing of the prospectus, general
information about rights offerings and answers to frequently asked
questions will be made available on the Investor section of the
ITUS website, as well as at 1(800)322-2885. Live operator telephone
support to assist shareholders will also be available from 8 am to
9 pm Eastern standard time on weekdays and from 10 am to 6 pm on
Saturdays.
Source Capital will act as dealer manager and placement agent
agreement for the rights offering. Source Capital Group invites
any broker dealers interested in participating in the rights
offering to contact Source's syndicate department at
ITUS@sourcegrp.com.
About ITUS Corporation
ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires
patented technologies for the purposes of patent monetization and
patent assertion. The company currently has 10 patent portfolios
in the areas of Key Based Web Conferencing Encryption, Encrypted
Cellular Communications, E-Paper(R) Electrophoretic Display, Nano
Field Emission Display ("nFED"), Micro Electro Mechanical Systems
Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window
Frame Construction, VPN Multicast Communications, Internet
Telephonic Gateway, and Enhanced Auction Technologies.
CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014,
to reflect the Company's change in its business operations.
ITUS Corp reported a net loss of $5.01 million on $300,000 of total
revenue for the year ended Oct. 31, 2016, compared to a net loss of
$1.37 million on $9.25 million of total revenue for the year ended
Oct. 31, 2015.
As of Oct. 31, 2016, ITUS had $5.62 million in total assets, $4.64
million in total liabilities and $987,475 in total shareholders'
equity.
Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Oct. 31, 2016, citing that the Company has limited
working capital and limited revenue-generating operations and a
history of net losses and net operating cash flow deficits. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
J&C OILFIELD: Unsecureds to Recover 10% Over 10-Year Period
-----------------------------------------------------------
J&C Oilfield Rentals, LLC, filed with the U.S. Bankruptcy Court for
the District of Louisiana a disclosure statement explaining its
plan of reorganization, dated Jan. 17, 2017.
Class 5 under the plan is the general unsecured claims against the
Debtor. General unsecured claims will be paid 10% of their claims
over a 10-year period with no interest, with monthly payments to
start 60 days from the confirmation of this Plan.
Payments and distributions under the Plan will be funded by the
ongoing operations of the business, as well as contributions if
needed by the insiders of the Debtor.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/lawb16-807830-91.pdf
About J&C Oilfield Rentals
J&C Oilfield Rentals, LLC, filed a chapter 11 petition (Bankr.
W.D.
La. Case No. 16-80783) on July 20, 2016, and is represented by
Bradley L. Drell, Esq., at Gold, Weems, Bruser, Sues & Rundell.
The
petition was signed by Joey Nugent, authorized representative. The
case is assigned to Judge John W. Kolwe. The Debtor disclosed
$686,347 in assets and $2.90 million in liabilities at the time of
the filing.
JOHN COLARENI: Sale of Ramsey Property to Junkerses for $1.6M OK'd
------------------------------------------------------------------
Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey authorized John Colaneri's sale of real
property located at 180 Wyckoff Avenue, Ramsey, New Jersey, to
Tyson Junkers and Elizabeth Junkers for $1,580,000.
A hearing on the Motion was conducted on Jan. 18, 2016 at 10:00
a.m.
The sale is free and clear of all liens, claims, interests and
encumbrances.
The proceeds from the sale of the property will be held in the
Debtor's Attorney's Trust Account pending confirmation of a chapter
11 reorganization plan or further order of the Court.
Notwithstanding Bankruptcy Rules 6004(h) the Order will not be
stayed for 14 days after its entry but will be effective and
enforceable immediately upon entry.
John Colaneri sought Chapter 11 protection (Bankr. D.N.J. Case No.
15-24055) on July 27, 2015.
KEVIN FLEEK: Sale of Lewis County Parcels to Kollars for $35K OK'd
------------------------------------------------------------------
Judge Brian D. Lynch of the U.S. Bankruptcy Court for the Western
District of Washington authorize the sale by Kevin Forest Fleek and
Lori Marie Fleek of their two adjacent parcels of raw land in the
Paradise Estates in Lewis County, parcel numbers 010556000000 and
010556001000, to Steven J. Kollar and Amy K. Kollar for $35,000.
From escrow at closing, normal closing costs will be paid,
including escrow fees, title insurance, excise tax, and any other
fees.
The remaining proceeds after payment of the costs set forth will be
divided between the Debtors and the non-debtor co-owners of the
Property, Brenda and Les Atkins.
From the Debtors' half portion of sale proceeds, the Debtors'
exemption amount of $12,850 will be paid to them at closing. Any
remaining amount of proceeds due and owing above that amount will
be paid to the Debtors' counsel' trust account, to be held for the
purposes of paying administrative expenses such as approved
professional fees.
The Order will be effective immediately upon entry, and any stay of
orders provided for in Federal Bankruptcy Rules of Procedure
6004(h), 6006(d), 7062 and any other provision of the Bankruptcy
Code or Bankruptcy Rules will not apply and is expressly lifted,
and the Order is immediately effective and enforceable.
The Chapter 11 case is In re Kevin Forest Fleek and Lori Marie
Fleek (Bankr. W.D. Wash. Case No. 16-43534).
KIRK LLC: Court Confirms Chapter 11 Plan
----------------------------------------
Judge Kevin R. Anderson of the United States Bankruptcy Court for
the District of Utah, Central Division, confirmed the First Amended
Chapter 11 Plan in the case captioned In re: THE KIRK LLC., Chapter
11, Debtor, Bankruptcy No. 16-26470 (Bankr. D. Utah).
On December 9, 2016, the Court held a hearing to consider final
approval of the Disclosure Statement dated November 10, 2016, which
was provisionally approved by order entered on November 10, 2016,
and confirmation of the First Amended Chapter 11 Plan Dated
November 10, 2016 filed by the debtor, The Kirk LLC.
Ballots approving the plan were submitted by MRZ Investments, LLC,
David Carscadden, and Garth Jones. No ballots voting against the
plan were submitted. No objections to either final approval of the
Disclosure Statement or confirmation of the Plan were submitted by
any party.
Judge Anderson found that the Disclosure Statement contains
adequate information to allow creditors to make an informed
judgment about the Plan. The judge also found that the Plan
complies with all the provisions of Bankruptcy Code section 1129
and other Bankruptcy Code provisions incorporated thereunder.
A full-text copy of Judge Anderson's December 15, 2016 findings of
fact and conclusions of law is available at https://is.gd/MqVPPt
from Leagle.com.
The Kirk LLC is represented by:
Adam S. Affleck, Esq.
T. Edward Cundick, Esq.
PRINCE YEATES & GELDZAHLER
15 West South Temple, Suite 1700
Salt Lake City, UT 84101
Tel: (801)524-1000
Fax: (801)524-1098
Email: asa@princeyeates.com
tec@princeyeates.com
United States Trustee, U.S. Trustee, is represented by:
Laurie A. Cayton, Esq.
US TRUSTEES OFFICE
405 South Main Street, Suite 300
Salt Lake City, UT 84111
Tel: (801)524-5734
Fax: (801)524-5628
About The Kirk LLC
The Kirk LLC filed a Chapter 11 petition (Bankr. D. Utah Case No.
16-26470) on July 26, 2016. The petition was signed by Andrew H.
Patten, chief restructuring officer. The Debtor is represented by
T. Edward Cundick, Esq., at Prince, Yeates & Geldzahler. The case
is assigned to Judge Kevin R. Anderson. The Debtor estimated
assets and liabilities at $1 million to $10 million at the time of
the filing.
KOPH INC: Plan, Disclosures Hearing Moved to April 7
----------------------------------------------------
Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois has rescheduled for April 7, 2017 at
10:30 a.m the status hearing of Koph, Inc.'s plan and disclosure
statement.
The hearing, originally set for March 31, 2017 at 11:00 a.m., will
be held in Courtroom 682 of the Dirksen Federal Courthouse, 219
South Dearborn Street, Chicago, Illinois 60604.
About Koph, Inc.
Koph, Inc., is a corporation that operates a restaurant known as
Katie O'Connor's Pint House and Eatery at 13717 S. Route 30 in
Plainfield, Illinois.
Koph, Inc., filed a chapter 11 petition (Bankr. N.D. Ill. Case No.
16-36244) on Nov. 14, 2016, disclosing under $1 million in both
assets and liabilities. The Debtor is represented by David P.
Lloyd, Esq., at David P. Lloyd, Ltd.
KOPPERS HOLDINGS: Upsized Bond Deal Credit Neutral, Moody's Says
----------------------------------------------------------------
Koppers Holdings Inc.'s revised transaction structure is credit
neutral and does not impact the company's Ba3 Corporate Family
Rating or B1 senior unsecured rating.
Koppers is an integrated global provider of treated wood products,
wood treatment chemicals and carbon compounds. Their products and
services are used in a variety of niche applications in a diverse
range of end-markets, including the railroad, specialty chemical,
utility, residential lumber, agriculture, aluminum, steel, rubber,
and construction industries. Headquartered in Pittsburgh, Pa., the
company generated $1.4 billion of revenue for the twelve months
ended September 30, 2016.
LAKEWOOD DEVELOPMENT: Unsecureds to be Paid from Real Estate Sale
-----------------------------------------------------------------
Lakewood Development Company, LLC, filed with the U.S. Bankruptcy
Court for the District of Missouri a disclosure statement
explaining its plan of reorganization, a full-text copy of which is
available at:
http://bankrupt.com/misc/mowb16-50425-11-39.pdf
The Debtor began its business in 2005 with the purpose of
developing the land that it assembled, including approximately 74
lots and 280 acres of ground in Andrew County, Missouri. The
Members of the Debtor contributed land so that the Debtor could
develop a golf course community and housing around and through the
golf course community. With the depression of the real estate
market in 2007-2008, the Debtor was unable to secure financing to
complete the project.
It is the Debtor's expectation that the Debtor will sell all of its
properties, including the finished residence, the 73 remaining
lots, and the 280 acres of undeveloped property. The Debtor does
not expect to retain ownership of the properties for further
development.
Class 3 under the plan includes all Allowed General Unsecured
Nonpriority Claims. This class includes $1,457,438 of claims,
however, the Debtor would dispute and require strict proof of all
unsecured claims with the exception of Bernice Woodward's claim of
$300,000, which is an Allowed Unsecured Non-Priority Claim. The
Allowed Unsecured Non-priority Creditors shall receive
distributions from the sale of the real estate once Classes 1 and 2
are paid in full.
The Debtor will sell the residence and the undeveloped 73 lots
through a real estate broker/agent and its Members will satisfy the
secured claim of Don A. Robinson and Mary Robinson through their
acquisition of the land that the purchasing Members contributed to
the Debtor.
About Lakewood Development Company LLC
Lakewood Development Company LLC filed a Chapter 11 bankruptcy
petition (Bankr. w.D.MO. Case No. 16-50425) on October 17, 2016.
Hon. Cynthia A. Norton presides over the case. Krigel & Krigel, PC
represents the Debtor as counsel. The Debtor disclosed total assets
of $4.20 million and total liabilities of $2.42 million. The
petition was signed by Jerry AlanSigtist, managing partner.
LIONBRIDGE TECHNOLOGIES: S&P Assigns 'B' CCR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Waltham, Mass.-based global language services provider Lionbridge
Technologies Inc. The rating outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's $200 million senior secured
first-lien term loan and $40 million senior secured first-lien
revolving credit facility. The '3' recovery rating indicates S&P's
expectation for meaningful recovery (50%-70%; lower half of the
range) of principal in the event of a payment default.
S&P also assigned its 'CCC+' issue-level rating and '6' recovery
rating to the company's $85 million senior secured second-lien term
loan. The '6' recovery rating indicates S&P's expectation for
negligible recovery (0%-10%) of principal in the event of a payment
default.
"Our corporate credit rating on Lionbridge reflects the company's
long-standing customer relationships with large, albeit somewhat
concentrated, blue chip customers in the highly fragmented language
services industry," said S&P Global Ratings' credit analyst Dylan
Singh.
The stable outlook reflects S&P's view that Lionbridge will
generate FOCF to debt of at least 5% and maintain adequate
liquidity with EBITDA covenant cushion of at least 15%.
S&P could lower the corporate credit rating if the company's FOCF
to debt declines to and remains consistently below 5% such that its
cash flow generation is insufficient to meet its mandatory
amortization payments. S&P could also lower the rating if the
EBITDA covenant cushion declines below 15%.
S&P views an upgrade as unlikely over the next 12 months. S&P
could raise the rating if Lionbridge is able to keep its adjusted
leverage consistently below 5x. An upgrade would also be
contingent on evidence of the company implementing a longer-term
financial policy that supports the improved credit measures.
MARIO LEVIS: Court Denies DFC's Bid for Summary Judgment
--------------------------------------------------------
Judge Edward A. Godoy of the United States Bankruptcy Court denied
the motion for summary judgment filed by Doral Financial
Corporation in the case captioned IN RE: MARIO SAMUEL LEVIS,
DEBTOR, CASE NO. 14-02953 EAG (Bankr. D.P.R.).
DFC moved the court for entry of summary judgment denying the
objection to its proof of claim filed by the debtor, Mario Samuel
Levis.
In his objection to DFC's proof of claim, Levis contended that
there is a genuine controversy of fact as to the amounts owed to
DFC, if any, given that the supporting documents submitted with
proof of claim number 8 show that the amount advanced to Levis for
legal fees is actually $23,378,365.90, not $24,440,750.60. But,
DFC contended that the amount claimed is in fact understated and
that Levis failed to include some entries in his objection that
were included in DFC's proof of claim.
Judge Godoy examined the proof of claim and found that the amount
claimed by DFC in its proof of claim is actually understated to
Levis' benefit. As such, the judge found that there is no genuine
issue of fact regarding the amount claimed by DFC that would
prevent the court from entering summary judgment.
Levis also argued that he is not liable for the amounts disbursed
by DFC in legal fees alleging that these are contingent,
unliquidated, and disputed.
DFC argued that these issues were already addressed and rejected in
final judgments entered pre-petition by the state court and that
Levis' objection to the proof of claim is barred by the
Rooker-Feldman doctrine and res judicata principles. DFC asserted
that the Puerto Rico courts already decided that Levis had no right
to continued advancements of attorney fees and disbursements for
the defense of the criminal charges levied against him and
subsequent appeals of his conviction because he had failed to
provide adequate proof that the amounts claimed were reasonable as
required under DFC's by-laws and the undertaking. DFC further
stated that upon Levis' conviction becoming final, the Puerto Rico
courts also ruled that DFC had the right to demand restitution of
all the amounts advanced to Levis as attorney fees for his
defense.
Judge Godoy, however, found that a plain reading of the judgments
issued by the Puerto Rico Court of First Instance and the Court of
Appeals shows that the Court of First Instance ruled only on DFC's
obligation to advance legal fees to Levis. The judge explained
that the Rooker-Feldman cannot be applied to the objection to proof
of claim given that the basis for said objection –- whether DFC
is entitled to reimbursement of the monies advanced for legal fees
-- was not the subject of the state court proceeding.
Judge Godoy also held that res judicata cannot be applied to Levis'
objection to DFC's proof of claim for the same reasoning that
Rooker-Feldman does not apply. The judge explained that the cause
of action asserted in the state court proceeding is separate and
independent from the one being asserted in the objection to proof
of claim.
Lastly, DFC argued that should the court find that Rooker-Feldman
and res judicata are not applicable, that it acknowledge DFC's
right of payment and determine the amount that should be allowed.
Judge Gordon, however, stated that the court cannot resolve on this
summary-judgment record what amounts, if any, DFC is entitled to
reimbursement from Levis.
A full-text copy of Judge Godoy's January 13, 2017 opinion is
available at:
http://bankrupt.com/misc/prb14-02953-11-222.pdf
MARSHALL NICHOLS: Court Dismisses Bankruptcy Suit
-------------------------------------------------
Judge Frank W. Volk of the United States Bankruptcy Court for the
Southern District of West Virginia granted the United States
Trustee's motion to dismiss the Chapter 11 case of Marshall Waitman
Nichols, and denied as moot Clinton N. Nichols' motion to lift the
automatic stay on action pending before the Circuit Court of Clay
County and debtor Marshall Waitman Nichols' motion to extend the
exclusivity period.
Judge Volk found that the United States Trustee has established
"cause" to dismiss the case under 11 U.S.C.A. Section 1112(b).
Respecting the objective futility branch, Marshall Nichols'
schedules indicate the necessity of proposing a payout of 100% to
unsecured creditors. However, Judge Volk noted that Marshall
Nichols has a negative disposable income. The judge thus found it
unclear how Marshall Nichols would fund a proposed plan with that
statutory payout requirement. The judge concluded that it is thus
not possible, or at least highly improbable, that Marshall Nichols
will be able to propose a confirmable Chapter 11 plan, and that
there is thus no realistic possibility of an effective
reorganization.
Respecting the subjective branch, Judge Volk was constrained to
conclude the petition was motivated by the improper purposes of (1)
delaying the state court action, (2) shopping for a more favorable
forum, and/or (3) providing leverage to achieve the sought-after
settlement of the dispute between Marshall Nichols and his brother
Clinton.
A full-text copy of Judge Volk's January 13, 2017 memorandum
opinion and order is available at:
http://bankrupt.com/misc/wvsb16-nk-20427-56.pdf
About Marshall Waitman Nichols
Marshall Waitman Nichols filed a Chapter 11 bankruptcy petition
(Bankr. S.D.W. Va. Case No. 16-20427) on August 3, 2016. The
Debtor is represented by Hiram C. Lewis, IV, Esq.
MAXUS ENERGY: Court Reduces Ocwen's Mortgage Claim to $10,500
-------------------------------------------------------------
Judge Brendan Linehan Shannon of the United States Bankruptcy Court
for the District of Delaware reduced from $82,043.75 to $10,500
secured claim no. 6-1 asserted by Ocwen Loan Servicing, LLC,
against Ralph J. Givens.
On July 1, 2014 Ocwen caused to be filed in the Givens' case a
Transfer of Claim Other Than for Security indicating that it was
the transferee of the Mortgage Claim from Deutsche Bank National
Trust Company, and that Ocwen had succeeded to the rights and
obligations of the prior lender. The Mortgage Claim relates to the
Givens' residence.
When presented with the opportunity to sell the residence on
favorable terms in 2015, Givens tried to get a payoff figure from
Ocwen in order to close on the sale. Ocwen failed to respond to
his repeated inquiries. Because Ocwen could not provide this basic
information, the proposed real estate sale in 2015 fell through.
Instead, Givens, who was beset with significant health problems in
addition to his financial issues, saw his case languish for well
over another year until a new buyer appeared, for a materially
lower purchase price.
Ocwen asserted that its secured claim is $82,043.75. From the sale
of the property that closed in September 2016, the Court is holding
approximately $167,000 in its Registry. Ocwen contended therefore
that it is fully secured and demands payment in full of its secured
claim.
However, following multiple hearings and a trial, the record
developed thereby requires that Ocwen's Mortgage Claim be reduced
by amounts commensurate with the losses and expenses incurred by
the Debtor as a result of Ocwen's conduct
However, Judge Shannon found that the undisputed record developed
at trial warrants reduction of Ocwen's secured claim by $71,543.75.
The judge allowed the Mortgage Claim as a secured claim in the
amount of $10,500, and disallowed the balance of the claim. The
balance of the proceeds from the sale of the property (after
remittance of $10,500 to Ocwen) remain for distribution in
accordance with the terms of the confirmed plan and applicable
provisions of the Bankruptcy Code.
A full-text copy of Judge Shannon's January 17, 2017 opinion is
available at:
http://bankrupt.com/misc/deb09-14401-258.pdf
The case is In re: RALPH J. GIVENS, Debtor, Case No. 09-14401 (BLS)
(Bankr. D. Del.).
MEDICAL SPECIALTIES: S&P Lowers CCR to 'B-' Then Withdraws Rating
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on medical
device supplier Medical Specialties Distributors LLC (MSD) to 'B-'
from 'B'. The outlook is stable. "The rating downgrade reflects
MSD's continued challenges to generate positive free operating cash
flow," said S&P Global Ratings credit analyst Adam Dibe.
S&P subsequently withdrew all ratings, including the corporate
credit rating and the issue-level rating on MSD's senior secured
credit facility, at the company's request and following the full
redemption of the company's rated debt.
MEMORIAL PRODUCTION: 100% Recovery for Unsecureds
-------------------------------------------------
Memorial Production Partners LP and affiliates filed with the U.S.
Bankruptcy Court for the Southern District of Texas a disclosure
statement for their joint plan of reorganization, dated Jan. 16,
2017.
Class 6, General Unsecured Claims, is unimpaired under the Plan. On
and after the Effective Date, the Debtors or Reorganized Debtors
shall continue to pay or dispute each General Unsecured Claim in
the ordinary course of business as if the Chapter 11 Cases had
never been commenced. Estimated recovery for this class is 100%.
The provisions of the Plan will constitute a good faith compromise
of all Claims, Interests, and controversies relating to the
contractual, legal, and subordination rights that a holder of a
Claim or Interest may have with respect to any Claim or Interest or
any distribution to be made on account of any Claim or Interest.
The entry of the Confirmation Order shall constitute the Bankruptcy
Court's approval of the compromise or settlement of all such
Claims, Interests, and controversies, as well as a finding by the
Bankruptcy Court that such compromise or settlement is in the best
interests of the Debtors, their Estates, and holders of Claims and
Interests and is fair, equitable, and reasonable.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txsb17-30262-19.pdf
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.
Memorial Production Finance Corporation filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 17-30248) on January 16, 2017.
The Debtors are represented by Alfredo R. Perez, Esq., at Weil,
Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New
York. The Debtors' financial advisor is Perella Weinberg Partners
LP. The Debtors' Restructuring Advisor is Alixpartners, LLP. The
Debtors' claims, noticing, and solicitation agent is Rust
Consulting/Omni Bankruptcy.
At the time of filing, the Debtors had estimated assets of $1
billion to $10 billion and estimated debts of $1 billion to $10
billion.
MERRIMACK PHARMACEUTICALS: CEO Quits; Dr. Peters Named Replacement
------------------------------------------------------------------
Gary Crocker, the chairman of the Board and interim president and
chief executive officer of Merrimack Pharmaceuticals, Inc.,
resigned from the positions of interim president and chief
executive officer, effective as of Feb. 6, 2017.
In addition, on Jan. 16, 2017, the Company's Board of Directors
elected Richard Peters, M.D., Ph.D., as the Company's president and
chief executive officer, effective as of Feb. 6, 2017. On Jan. 16,
2017, the Board also elected Dr. Peters as a member of the Board to
fill the current vacancy, effective as of Feb. 6, 2017.
Dr. Peters, age 54, has served in various capacities at Sanofi
Genzyme, a global pharmaceutical company, since 2008, including as
senior vice president, head of global rare diseases business unit
since January 2015, vice president, strategy development officer,
U.S. Rare Disease Unit from May 2014 to December 2014, vice
president, division medical officer, Global Oncology Division from
2011 to May 2014, and vice president, Head of Global and U.S.
Medical Affairs, Hematology and Transplant from 2008 to 2011. Prior
to Sanofi Genzyme, Dr. Peters held medical affairs roles at Onyx
Pharmaceuticals, Inc. and Amgen Inc., both pharmaceutical
companies, and was a co-founder and chief executive officer of
Mednav, Inc., a healthcare information technology company. Dr.
Peters has also served on the faculty at Harvard Medical
School/Massachusetts General Hospital. Dr. Peters holds an M.D.
and a Ph.D. in pharmacology from the Medical University of South
Carolina and a B.S. from the College of Charleston.
There is no family relationship between Dr. Peters and any of the
Company's directors or executive officers.
The Company and Dr. Peters have entered into an employment
agreement for an employment term commencing on Feb. 6, 2017. The
Employment Agreement continues until Dec. 31, 2017, and thereafter
renews automatically on December 31 of each year for successive one
year terms, unless either the Company or Dr. Peters gives notice of
non-renewal.
Pursuant to the terms of the Employment Agreement, Dr. Peters will
receive an annual base salary of $700,000 and is eligible for an
annual bonus percentage of up to 65% of his base salary. The
Company will also pay Dr. Peters a one-time signing bonus of
$900,000. Subject to the further approval of the Board, the
Company will also grant Dr. Peters an option to purchase a number
of shares of the Company's common stock equal to the lesser of (i)
such number of shares that has a target grant date fair value of
$3,500,000 and (ii) 2,000,000 shares, with an exercise price per
share equal to the fair market value of the Company's common stock
on the date of grant. The option will vest over four years at the
rate of 25% on Feb. 6, 2018, and the remainder in equal quarterly
installments over the following three years.
Dr. Peters is also bound by the terms of a separate non-disclosure,
developments, non-competition and non-solicitation agreement,
which, among other things, prohibits Dr. Peters, during the term of
his employment and for a period of one year thereafter, from
competing with the Company and soliciting or hiring the Company's
employees.
Upon execution and effectiveness of a severance agreement and
release of claims, Dr. Peters is entitled to severance payments if
the Company terminates his employment without cause (as defined in
the Employment Agreement), including the Company's decision not to
renew his term of employment, or if he terminates his employment
with the Company for good reason (as defined in the Employment
Agreement).
If Dr. Peters's employment terminates under these circumstances, in
each case prior to a change in control (as defined in the
Employment Agreement), the Company is obligated for a period of 12
months to pay Dr. Peters his base salary and pay for coverage for
him under any company sponsored medical benefit plans available to
the Company’s senior management employees. In addition, the
Company would be obligated to pay him a pro-rata bonus for the
portion of the year in which he was employed by the Company based
on his average annual bonus payments over each of the three years
prior to the year of termination, or such lesser period during
which he served as one of the Company's executive officers.
If Dr. Peters's employment terminates under these circumstances, in
each case within 18 months following a change in control, the
Company is obligated to pay him a lump sum amount equal to 36
months of his base salary plus a bonus equal to three times the
average of his annual bonus payments over each of the three years
prior to the year of termination, or such lesser period during
which he served as one of the Company's executive officers,
accelerate the vesting of all outstanding stock options, restricted
stock or other equity awards granted to him and pay for coverage
for him under any company sponsored medical benefit plans available
to the Company's senior management employees for a period of 18
months.
If Dr. Peters dies or the Company terminates Dr. Peters's
employment due to disability, he will be eligible to receive a
pro-rata bonus for the portion of the year in which he was employed
by the Company based on his average annual bonus payments over each
of the three years prior to the year of termination, or such lesser
period during which he served as one of the Company's executive
officers.
About Merrimack
Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics. The Company's
initial focus is in the field of oncology. The Company has five
programs in clinical development. In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.
Merrimack reported a net loss of $148 million on $89.3 million of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $83.6 million on $103 million of total revenues for the
year ended Dec. 31, 2014.
As of Sept. 30, 2016, Merrimack had $118.41 million in total
assets, $345.55 million in total liabilities and a total
stockholders' deficit of $226.78 million.
MESOBLAST LIMITED: Had Cash Reserves of $60.4M as of Sept. 30
-------------------------------------------------------------
Mesoblast Limited filed with the Australian Securities Exchange a
copy of an investor presentation disclosing, among other things,
the following financial highlights:
* At Sept. 30, 2016, the Company had cash reserves of US$60.4
million
* In order to absorb the inremental costs of the MPC-150-IM
program in advanced heart failure in FY17, the Company has
executed its planned operational streamlining and re-
prioritization of projects
* Cash outflows for Q1 FY17 were reduced by 28% compared with
the comparable FY16 quarter
* In January 2017, the Company received A$29.6 million/US$21.7
million pursuant to an equity purchase agreement with
Mallinckrodt Pharmaceuticals
* As previously announced, a fully discretionary equity
facility has been established for up to A$120 million/US$90
million over 36 months
A copy of the Presentation is available for free at:
https://is.gd/xHtn6w
About Mesoblast Ltd.
Melbourne, Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO)
develops cell-based medicines. The Company has leveraged its
proprietary technology platform, which is based on specialized
cells known as mesenchymal lineage adult stem cells, to establish a
broad portfolio of late-stage product candidates. Mesoblast's
allogeneic, 'off-the-shelf' cell product candidates target advanced
stages of diseases with high, unmet medical needs including
cardiovascular diseases, immune-mediated and inflammatory
disorders, orthopedic disorders, and oncologic/hematologic
conditions.
Mesoblast reported a loss before income tax of $90.82 million for
the year ended June 30, 2016, compared to a loss before income
tax of $96.24 million for the year ended June 30, 2015.
As of Sept. 30, 2016, Mesoblast had $665.4 million in total
assets, $155.6 million in total liabilities and $509.9 million in
total equity.
PricewaterhouseCoopers, in Melbourne, Australia, 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 that raise substantial
doubt about its ability to continue as a going concern.
MICROSEMI CORP: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR
---------------------------------------------------------------
S&P Global Ratings said it revised the outlook to positive from
stable and affirmed its 'BB-' corporate credit rating on Aliso
Viejo, Calif.-based Microsemi Corp. S&P's ratings on the company's
debt instruments remain unchanged.
Microsemi has repaid roughly $700 million of debt and implemented
meaningful cost reductions since its acquisition of PMC-Sierra in
January 2016.
"The outlook revision reflects S&P Global Ratings-adjusted leverage
that has fallen to the 4x area from a peak of around 6x in December
2015 when we evaluated the PMC-Sierra transaction, as a result of
significant debt repayment and meaningful cost reductions, and also
reflects our view of management's commitment to use cash for debt
repayment until gross leverage reaches 3x (3.5x as of Oct. 2 per
management's methodology) and our expectation that these factors
will contribute to further leverage reduction to the 3x area in
fiscal 2017 (ending in September)," said S&P Global Ratings credit
analyst Christian Frank.
The rating incorporates competition from larger analog peers but
also Microsemi's track record of successful acquisition integration
and good cost management, as well as its good market position in
certain niche markets. The company is repricing its term loan B;
this event did not influence the outlook revision and does not
affect S&P's ratings on the company's instruments.
The positive outlook reflects S&P's view of the company's rapid
debt repayment and good cost controls, which have resulted in
meaningful leverage reduction since the company's acquisition of
PMC Sierra last year.
MISSISSIPPI PHOSPHATES: Refund is Property of Trust, Court Says
---------------------------------------------------------------
In the adversary proceeding captioned MPC LIQUIDATION TRUST,
Plaintiff, v. MISSISSIPPI PHOSPHATES CORPORATION and MISSISSIPPI
POWER COMPANY, Defendants. and MISSISSIPPI POWER COMPANY,
Counter-Plaintiff, v. MPC LIQUIDATION TRUST and THE OFFICIAL,
COMMITTEE OF UNSECURED CREDITORS, Counter-Defendants and
MISSISSIPPI POWER COMPANY, Cross-Plaintiff, v. MISSISSIPPI
PHOSPHATES CORPORATION, Cross-Defendant, Adv. No. 16-06001-KMS
(Bankr. S.D. Miss.), Judge Katharine M. Samson granted the motion
for summary judgment on the Official Committee of Unsecured
Creditors' counterclaim filed by MPC Liquidation Trust, and denied
the motion for summary judgment filed by the Unsecured Creditors'
Committee.
Mississippi Phosphates Corporation ("MS Phosphates") and
Mississippi Power Company ("MS Power"), MS Phosphates's public
utility creditor, entered into an electric services contract on May
1, 2001, which defined the various rates that MS Phosphates would
be charged. In January of 2013, MS Power sought a rate increase
through the Mississippi Public Service Commission to recover costs
associated with the construction of the Kemper County Integrated
Gasification Combined Cycle Project. The Commission approved the
rate increase on March 5, 2013, and the increased rate was in
effect for 28 months before the Mississippi Supreme Court reversed
the Commission's decision and ordered a refund. On August 6, 2015,
the Commission approved MS Power's proposed refund plan.
MS Phosphates filed its petition for Chapter 11 bankruptcy on
October 27, 2014. On July 30, 2015, the Court approved the
creation of the MPC Liquidation Trust. On January 5, 2016, the
Trust initiated an adversary proceeding against MS Phosphates and
MS Power. MS Power answered and brought counterclaims against the
Trust and crossclaims against the Unsecured Creditors' Committee.
The Trust moved separately for summary judgment on the claims by MS
Power and the Committee. MS Power moved for summary judgment. The
Committee also moved for summary judgment.
The Trust argued it is entitled to the refund because the refund is
a general intangible, which is among the categories of assets it
purchased from MS Phosphates in an asset purchase agreement. The
Committee argued that the money belongs to it because the money is
not a refund at all but actually the proceeds of a constitutional
tort.
Judge Samson found that, in overturning the rate increase approved
by the Commission and ordering repayment of the overcharged
amounts, the Mississippi Supreme held that the Commission had
exceeded its statutory authority. The judge thus found that the
basis of the Mississippi Supreme Court's award of repayment was
statutory, not constitutional, despite the language in the opinion
discussing violations of due process. The judge explained that
those constitutional findings were not essential to the Mississippi
Supreme Court's judgment. Having found that the Mississippi
Supreme Court ordered a refund, Judge Samson also found that a
refund is a general intangible, and that the refund is the property
of the Trust under the asset purchase agreement and not the
property of the Committee.
The bankruptcy case is IN RE: MISSISSIPPI PHOSPHATES CORPORATION,
et al, Chapter 11, Debtors, Case No. 14-51667-KMS (Bankr. S.D.
Miss.).
A full-text copy of Judge Samson's January 3, 2017 order is
available at https://is.gd/mLarW0 from Leagle.com.
Mississippi Phosphates Corporation is represented by:
J. Mitchell Carrington, Esq.
Thomas M. Hewitt, Esq.
Christopher R. Maddux, Esq.
Stephen W. Rosenblatt, Esq.
BUTLER SNOW LLP
Renaissance at Colony Park
1020 Highland Colony Parkway, Suite 1400
Ridgeland, MS 39157
Tel: (601)948-5711
Fax: (601)985-4500
Email: mitch.carrington@butlersnow.com
thomas.hewitt@butlersnow.com
chris.maddux@butlersnow.com
steve.rosenblatt@butlersnow.com
-- and --
Paul S. Murphy, Esq.
BUTLER SNOW LLP
1300 25th Avenue, Suite 204
Gulfport, MS 39501
Tel: (228)864-1170
Fax: (228)868-1531
Email: paul.murphy@butlersnow.com
-- and --
Craig M. Geno, Esq.
Law Offices of Craig M. Geno, PLLC
587 Highland Colony Parkway
Ridgeland, MS 39157-8784
Tel: (601)965-9741
United States Trustee, U.S. Trustee, is represented by:
Christopher J. Steiskal, Sr., Esq.
UNITED STATES TRUSTEE
United States Courthouse
501 East Court Street, Suite 6-430
Jackson, MS 39201
Tel: (601)965-5241
Fax: (601)965-5226
Trammo, Inc., Creditor Committee, is represented by:
James W. O'Mara, Esq.
PHELPS DUNBAR LLP
42701 I-FF North
Jackson, MS 39211-6391
Tel: (601)352-2300
Fax: (601)360-9777
Email: jim.omara@phelps.com
Premier Chemicals & Services, LLC, Creditor Committee, is
represented by:
Carey L. Menasco, Esq.
Lacey Elizabeth Rochester, Esq.
LISKOW & LEWIS, APLC
701 Poydras Street, Suite 5000
New Orleans, LA 70139-5099
Email:clmenasco@liskow.com
-- and --
Grover C. Monroe, II, Esq.
DUNBARMONROE, PLLC
270 Trace Colony Park, Suite A
Ridgeland, MS 39157
Tel: (601)898-2073
Fax: (601)898-2074
Email: gcmonroe@dunbarmonroe.com
Shrieve Chemical, Creditor Committee, is represented by:
Philip K. Jones, Jr.
One Shell Square
701 Poydras Street, Suite 5000
New Orleans, LA 70139
Tel: (504)581-7979
Fax: (504)556-4108
Email: pkjones@liskow.com
Official Committee of Unsecured Creditors of Mississippi Phosphates
Corporation, Creditor Committee, is represented by:
Bess M. Parrish Creswell, Esq.
Kasee S. Heisterhagen, Esq.
BURR & FORMAN LLP
11 North Water Street, Suite 22200
Mobile, AL 36602
Tel: (251)344-5151
Fax: (251)344-9696
Email: breswell@burr.com
ksparks@burr.com
-- and --
Derek F. Meek, Esq.
Marc P. Solomon, Esq.
BURR & FORMAN LLP
420 North 20th Street, Suite 3400
Birmingham, AL 35203
Tel: (205)251-3000
Fax: (205)458-5100
Email: dmeek@burr.com
msolomon@burr.com
About Mississippi Phosphates
Mississippi Phosphates Corporation is a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer. MPC, which was formed as
a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which was acquired from Nu-South, Inc., in
its 1990 bankruptcy. Phosphate rock, the primary raw material Used
in the production of DAP, is being supplied by OCP S.A., a
corporation owned by the Kingdom of Morocco.
The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.
As of Oct. 27, 2014, MPC has a work force of 250 employees, broken
into 224 regular employees and 26 "nested" third-party contract
employees.
MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and
Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy
protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27,
2014. Judge Katharine M. Samson is assigned to the cases.
Mississippi Phosphates disclosed in its amended schedules, assets
of $98,949,677 and liabilities of $140,941,276 plus unknown
amounts. Affiliates Ammonia Tank and Sulfuric Acid Tanks each
estimated $1 million to $10 million in both assets and
liabilities.
The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler Snow
LLP as counsel.
The U.S. Trustee for Region 5 appointed seven creditors of
Mississippi Phosphates Corp. to serve on the official committee of
unsecured creditors. The Committee tapped to retain Burr & Forman
LLP as its counsel.
MIX 1 LIFE: Delays Filing of Nov. 30 Form 10-Q
----------------------------------------------
Mix 1 Life, Inc., filed with the Securities and Exchange Commission
a Form 12b-25 notifying the delay in the filing of its quarterly
report on Form 10-Q for the period ended Nov. 30, 2016.
The Company said it could not complete the filing of its Quarterly
Report on Form 10-Q for the period ended Nov. 30, 2016, due to a
delay in obtaining and compiling information required to be
included in the Company's Form 10-Q, which delay could not be
eliminated by the Company without unreasonable effort and expense.
In accordance with Rule 12b-25 of the Securities Exchange Act of
1934, as amended, the Company will file its Form 10-Q no later than
the fifth calendar day following the prescribed due date.
About Mix 1 Life
Mix 1 Life, Inc., formerly Antaga International Corp, was
incorporated under the laws of the State of Nevada, U.S. on
June 10, 2009. The Company's operations are based in Scottsdale,
Arizona.
On Aug. 27, 2013, Antaga International Corp. entered into a
Definitive Agreement with Mix1 LLC, an Arizona corporation, under
which the Company acquired 100% of certain assets owned by Mix in
exchange for 3,333,333, post reverse, newly issued shares of common
stock in the Company.
Mix 1 is an emerging beverage and nutritional supplements company
currently with a product line of natural, ready-to-drink protein
shakes. The Company's shakes offer a complete and balanced
macronutrient mix and are intended to be consumed as a post work
out, snack replacement, meal supplement or a meal replacement. Mix
1 beverages have a high protein content (on average 26 grams per
serving) and are unique due to their fruit-based flavors,
relatively low calorie count and superior taste. The Company's
shakes have a twelve month shelf life with no need for
refrigeration and are currently served in a twelve ounce PET
(polyethylene terephthalate) bottle.
As of May 31, 2016, Mix 1 Life had $20.97 million in total assets,
$8.16 million in total liabilities and $12.81 million in total
shareholders' equity.
The Company reported a net loss of $17.7 million for the year ended
Aug. 31, 2015, compared to a net loss of $1.99 million for the year
ended Aug. 31, 2014.
KWCO, PC, in Odessa, TX, the Company's independent accounting firm,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Aug. 31, 2015, citing that
the Company's operating losses since inception raise substantial
doubt about its ability to continue as a going concern.
MOTORS LIQUIDATION: Seeks to Reallocate $9.9M Cash to Fund Fees
---------------------------------------------------------------
On Jan. 20, 2017, in accordance with the Second Amended and
Restated Motors Liquidation Company GUC Trust Agreement dated as of
July 30, 2015, and between the parties thereto and the Debtors'
Second Amended Joint Chapter 11 Plan dated as of March 18, 2011,
Wilmington Trust Company, in its capacity as trust administrator
and trustee of the Motors Liquidation Company GUC Trust, filed a
motion with the Bankruptcy Court seeking an order (i) authorizing
the reallocation and use of distributable cash held by the GUC
Trust to fund anticipated administrative and reporting fees, costs
and expenses of the GUC Trust, and (ii) extending the duration of
the GUC Trust for an additional 12 months or through and including
March 31, 2018.
On the effective date of the Plan, the GUC Trust was funded with a
sum of cash that was intended to satisfy the claims resolution and
distribution costs of the GUC Trust as well as compliance costs
associated with the regulatory reporting regime imposed on the GUC
Trust by the U.S. Securities and Exchange Commission. The funding
amount was based on an estimated three-year life of the GUC Trust.
According to Matthew J. Williams, Esq., at Gibson, Dunn & Crutcher
LLP, one of the attorneys for the Motors Liquidation Company GUC
Trust Administrator, while the GUC Trust has resolved all claims
within its control, external forces have required the GUC Trust to
continue operations long after its anticipated duration.
In addition, he said, while the GUC Trust continues in existence,
it is required to comply with SEC reporting obligations. The Plan
contemplated that, predominantly for liquidity purposes, interests
in the GUC Trust would be transferable if such transferability was
approved by the SEC. SEC approval was obtained, but it was
conditioned upon ongoing public reporting (including 10-K, 10-Q and
8-K reporting). Mr. Williams said satisfying these regulatory
requirements is not without cost. Among other things, the GUC
Trust must comply with the Sarbanes -- Oxley Act of 2002, which
requires the implementation and maintenance of extensive internal
controls related to financial reporting.
"While the GUC Trust takes steps to minimize costs and expenses, it
nonetheless expended its initial funding long ago, and is required
to request Court permission to reallocate funds that would
otherwise be distributable to beneficiaries ("Distributable Cash")
for administrative and reporting use on an annual basis," Mr.
Williams maintained.
On four prior occasions, this Court has authorized such
reallocation. Each time, the GUC Trust has presented an annual
budget to the Court for the use of those funds, and in each of
those instances the GUC Trust has complied with those budgets in an
aggregate sense.
The GUC Trust Administrator is seeking relief from the Bankruptcy
Court to reallocate Distributable Cash, in the aggregate amount
equal to (i) $7,432,000, consisting of $2,970,600 to fund the
calendar year 2017 budget for Administrative Costs, and $4,461,400
to fund the calendar year 2017 budget for Reporting Costs, plus
(ii) $2.5 million in "contingency funds" intended to satisfy budget
overages in the event that the Ignition Switch Litigation is more
active than anticipated and to deal with any other unanticipated
events.
In addition, the GUC Trust requests an order extending the duration
of the GUC Trust for an additional 12 months or through and
including March 31, 2018, to provide sufficient time for the
resolution of the Term Loan Avoidance Action, and to allow the GUC
Trust to wind-up its affairs.
A copy of the Motion is available for free at https://is.gd/r7zlIa
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.
MOUNTAIN GLACIER: Court Grants Summary Judgment v. Nestle Waters
----------------------------------------------------------------
Judge Charles M. Walker of the United States Bankruptcy Court for
the Middle District of Tennesse, Nashville Division, entered
summary judgment in favor of Mountain Glacier, LLC, in the
adversary proceeding captioned Mountain Glacier LLC, Plaintiff, v.
Nestle Waters North America, Inc., Defendant, Adv. No.
3:16-ap-90113 (Bankr. M.D. Tenn.).
Prior to the commencement of this Chapter 11 case, Mountain Glacier
and Nestle were parties to an arbitration styled Nestle Waters
North America, Inc. v. Mountain Glacier LLC, administered by
Judicial Arbitration and Mediation Services in Chicago, Illinois
for which the arbitrator is Hon. Nan Nolan. The arbitration was
stayed by the filing of Mountain Glacier's Chapter 11 petition.
The arbitration had been fully disclosed on Mountain Glacier's
Schedule B, Personal Property, as a "contingent and unliquidated"
claim.
Following the effective date of its confirmed plan of
reorganization, Mountain Glacier sought to further pursue its
claims against Nestle in the arbitration. Nestle responded by
requesting dismissal of the arbitration because the order did not
contain language sufficient to preserve the claims in the
arbitration. Failure to properly preserve the claims would trigger
res judicata and prohibit Mountain Glacier from further pursuing
the arbitration claims. Mountain Glacier disputed this position
and filed an adversary complaint seeking declaratory judgment
pursuant to 28 U.S.C. section 220. Mountain Glacier sought a
determination as to whether its confirmed plan of reorganization
preserved its interest in and right to pursue a prepetition claim
against Nestle.
By applying the reasoning and analysis in the cases captioned
Browning v. Levy, 283 F.3d 761 (6th Cir. 2002), and In re Penn
Holdings, Judge Walker held that it is clear that the language of
the plan, along with the disclosure statement, is sufficient to
reserve the arbitration claim to Mountain Glacier, thereby
defeating the res judicata effect of plan confirmation. Judgment
was entered accordingly in favor of the debtor.
A full-text copy of Judge Walker's January 13, 2017 memorandum
opinion is available at:
http://bankrupt.com/misc/tnmb15-bk-03817-229.pdf
About Mountain Glacier LLC
Mountain Glacier LLC, based in Nashville, TN, filed a Chapter 11
petition (Bankr. M.D. Tenn. Case No.: 15-03817) on June 3, 2015.
The Hon. Hon. Keith M Lundin presides over the case. William L
Norton, III, Esq., at Bradley Arant Boult Cummings LLP serves as
bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Jay
Peterson, president.
NEW BERN: Court Partly Affirms Weaver Claims Clarification Order
----------------------------------------------------------------
Judge W. Earl Britt of the United States District Court for the
Eastern District of North Carolina, Western Division, affirmed in
part and reversed in part, the bankruptcy court's March 13, 2015
clarification order in the appeals case captioned WATERPROOFING
SPECIALTIES, INC., Appellant/Cross-Appellee, v. WEAVER COOKE
CONSTRUCTION, LLC, Appellee/Cross-Appellant, No. 5:15-CV-145-BR
(E.D.N.C.).
The dispute arose out of a real estate development project, a
luxury condominium complex, in New Bern, North Carolina. Weaver
Cooke Construction, LLC, served as the project's general contractor
and subcontracted with Waterproofing Specialties, Inc. (WSI).
New Bern Riverfront Development, LLC, the project owner/developer,
filed suit against various parties, including Weaver Cooke and some
subcontractors, based on the allegedly defective construction of
the project. New Bern later voluntarily dismissed the
subcontractors from the action.
Weaver Cooke asserted third-party claims against numerous
subcontractors, including WSI, for negligence, contractual
indemnity, and breach of express warranty.
WSI subsequently filed a motion for summary judgment on all of
Weaver Cooke's claims. The bankruptcy court issued two orders on
WSI's motion for summary judgment, but the bankruptcy judge
expressed some uncertainty about whether these two prior orders
resolved all issues between the parties.
WSI then filed a motion "seeking clarification of whether any of
the claims asserted against it by [Weaver Cooke] are still pending,
or whether all such claims were extinguished pursuant to the
court's previously entered summary judgment orders." The
bankruptcy court issued a clarification order on 13 March 2015,
where it ultimately determined that its prior summary judgment
orders had in fact disposed of all Weaver Cooke's claims relating
to concealed waterproofing. The bankruptcy court also concluded
that Weaver Cooke's claims for negligence, breach of warranty, and
contractual indemnity based on WSI's expansion joint work remain
and amended its prior orders "to the extent needed to clarify the
remaining claims and issues involving WSI. . . ."
Both WSI and Weaver Cooke appealed from the clarification order.
WSI contended that the bankruptcy court incorrectly concluded that
Weaver Cooke had alleged claims related to WSI's expansion joint
work and that Weaver Cooke had not waived those claims.
In the clarification order, the bankruptcy court concluded that
Weaver Cooke's silence in response to WSI's summary judgment
assertions as to what defects were and were not at issue was
justified because WSI did not meet its summary judgment burden in
the first instance.
Judge Britt agreed with WSI's contention that this conclusion was
in error. The judge stated that by remaining silent, Weaver Cooke
implicitly agreed WSI's expansion joint work was not an issue and
waived any argument to the contrary. For this reason, Judge Britt
found that the bankruptcy court abused its discretion in amending
its prior orders to clarify that all Weaver Cooke's claims based on
WSI's expansion joint work remain, and the judge reversed the
clarification order to the extent it held those claims remain.
Weaver Cooke's appeal concerned the bankruptcy court's disposition
of Weaver Cooke's claims related to WSI's installation of concealed
waterproofing. Specifically, Weaver Cooke contended that the
bankruptcy court erroneously failed to address WSI's concealed
waterproofing work on the second floor balconies over habitable
spaces or the pool courtyard post-tension (PT) slab and erred in
its conclusion about WSI's concealed waterproofing work on the pool
deck. It also argued that the bankruptcy court did not properly
dispose of its indemnity claim to the extent the claim relates to
concealed waterproofing in these three areas of the project.
First, Weaver Cooke points out that the clarification order failed
to address WSI's installation of concealed waterproofing on the
second floor balconies over habitable spaces, i.e., balconies of
units 213, 217, 218, and 220, and on the pool courtyard (terrace)
PT slab and argued that such failure was error.
Judge Britt held that the bankruptcy court is in a better position
to address this issue in the first instance, and therefore, the
judge remanded the issue for the bankruptcy court's consideration.
Regarding the area of the pool deck, Weaver Cooke argued that the
first order addressed only WSI's traffic coating work, not its
installation of concealed waterproofing. Weaver Coooke contended
that the bankruptcy court erroneously concluded in the
clarification order that the first order found that there were no
genuine issues of material fact as to whether WSI's installation of
concealed waterproofing on the pool deck was defective. According
to Weaver Cooke, "[n]one of the expert testimony reviewed by the
Bankruptcy Court related to the performance of the concealed
waterproofing on the pool deck."
Judge Britt found that the bankruptcy court's failure to do so was
not error. The judge pointed out that Weaver Cooke did not rely on
expert testimony as evidence in opposing summary judgment on the
issue of concealed waterproofing on the pool deck. Judge Britt
declined to consider new evidence or argument raised on appeal, and
held that the bankruptcy court's conclusion regarding WSI's
application of concealed waterproofing on the pool deck stands.
To the extent Weaver Cooke sought indemnification from WSI based on
WSI's work on the pool deck, Judge Britt agreed with the bankruptcy
court that indemnification is not proper. The bankruptcy court
concluded as a matter of law that WSI's work on the pool deck was
not defective, i.e., it was not negligent. Therefore, in the
absence of negligence, Judge Britt held that the bankruptcy court
correctly determined that Weaver Cooke's indemnity claim based on
WSI's pool deck work cannot survive.
A full-text copy of Judge Britt's January 4, 2017 order is
available at https://is.gd/1h56XP from Leagle.com.
Waterproofing Specialties, Inc., Appellant, represented by Ron D.
Medlin, Ennis, Baynard & Morton, P.A..
Weaver Cooke Construction, LLC, Appellee, represented by C.
Hamilton (Hank) Jarrett, III -- hjarrett@cgspllc.com -- Conner Gwyn
Schenck PLLC, Douglas P. Jeremiah, Conner Gwyn Schenck PLLC, Joseph
P. Gram -- jgram@cgspllc.com -- Conner Gwyn Schenck PLLC, Kelli E.
Goss -- kgoss@cgspllc.com -- Conner Gwyn Schenck PLLC & Luke J.
Farley -- lfarley@cgspllc.com -- Conner Gwyn Schenck PLLC.
Travelers Casualty and Surety Company of America, Interested Party,
represented by C. Hamilton (Hank) Jarrett, III, Conner Gwyn Schenck
PLLC, Douglas P. Jeremiah, Conner Gwyn Schenck PLLC, Joseph P.
Gram, Conner Gwyn Schenck PLLC, Kelli E. Goss, Conner Gwyn Schenck
PLLC & Luke J. Farley, Conner Gwyn Schenck PLLC.
Carolina Custom Moulding, Inc., Interested Party, represented by
Michael P. Hugo, Attorney at Law.
Curenton Concrete, Inc.., Interested Party, represented by Andrew
A. Vanore, III, Brown, Crump, Vanore & Tierney, LLP.
East Carolina Masonry, Inc., Interested Party, represented by
William Walter Rapp -- walt.rapp@mgclaw.com -- McAngus, Goudlock, &
Courie.
Fluhrer Reed, PA, Interested Party, represented by John M. Nunnally
-- jnunnally@rl-law.com -- Ragsdale Liggett PLLC & Melissa Dewey
Brumback –- mbrumback@rl-law.com –- Ragsdale Liggett, PLLC.
Gouras, Incorporated, Interested Party, represented by Jay P. Tobin
-- jay.tobin@youngmoorelaw.com -- Young Moore & Henderson.
Hamlin Roofing Services, Inc., Interested Party, represented by
Brian J. Schoolman -- bschoolman@safranlaw.com -- Safran Law
Offices.
Hamlin Roofing Company, Inc., Interested Party, represented by
Brian J. Schoolman, Safran Law Offices.
Humphrey Heating & Air Conditioning, Inc., Interested Party,
represented by Beth Faleris, Faleris Law Firm, PLLC, Steven C.
Lawrence, Anderson, Johnson, Lawrence & Butler, LLP & Stacey Erin
Tally, Anderson, Johnson, Lawrence & Butler, LLP.
J. Davis Architects, PLLC, Interested Party, represented by Gregory
Wenzl Brown, Brown Law LLP & Kristi Lyn Gavalier, Brown Law LLP.
JMW Concrete Contractors, Interested Party, represented by Norman
F. Klick, Jr., Curruthers & Roth, PA & Robert N. Young, Carruthers
& Roth, P.A..
Johnson's Modern Electric Company, Inc., Interested Party,
represented by Brian E. Wolfe.
McKim & Creed, PA, Interested Party, represented by Kristina M.
Varady, Pharr Law, PLLC & Steve M. Pharr, Pharr Law, PLLC.
United Forming, Inc., Interested Party, represented by Kristina M.
Varady, Pharr Law, PLLC & Steve M. Pharr, Pharr Law, PLLC.
National Erectors Rebar, Inc., Interested Party, represented by
Christopher J. Derrenbacher, Patterson Dilthey LLP, Eric G. Sauls,
Patterson Dilthey LLP & Jennifer Michelle St. Clair, Patterson
Dilthey LLP.
National Reinforcing Systems, Inc., Interested Party, represented
by Jeffrey D. Keister, McAngus, Goudelock & Courie, LLC.
New Bern Riverfront Development, LLC, Interested Party, represented
by Daniel K. Bryson, Whitfield, Bryson & Mason, LLP, Matthew E.
Lee, Whitfield, Bryson & Mason, LLP & Jeremy Richard Williams,
Whitfield, Bryson & Mason, LLP.
Skysail Owners Association, Inc., Interested Party, represented by
Daniel K. Bryson, Whitfield, Bryson & Mason, LLP & Matthew E. Lee,
Whitfield, Bryson & Mason, LLP.
Performance Fire Protection, LLC, Interested Party, represented by
Bryan T. Simpson, Teague, Campbell, Dennis & Gorham, LLP.
Stock Building Supply, LLC, Interested Party, represented by A.
Todd Brown, Hunton & Williams, LLP & Ryan George Rich, Hunton &
Williams, L.L.P..
PLF of Sanford, Interested Party, represented by A. Todd Brown,
Hunton & Williams, LLP.
Randolph Stair and Rail Company, Interested Party, represented by
Patrick M. Aul, Cozen O'Connor, PC & Tracy L. Eggleston, Cozen
O'Connor, PC.
Summit Design Group, Inc., Interested Party, represented by
Benjamin Smith Chesson, Nelson Mullins Riley & Scarborough, LLP &
Lucian P. Sbarra, Hedrick, Gardner, Kincheloe & Garofalo, LLP.
Robert Armstrong, Jr., Interested Party, represented by Benjamin
Smith Chesson, Nelson Mullins Riley & Scarborough, LLP & Lucian P.
Sbarra, Hedrick, Gardner, Kincheloe & Garofalo, LLP.
William H Dail, Interested Party, represented by Andrew James
Santaniello, Clawson & Staubes, PLLC, Edward Hallett Maginnis,
Maginnis Law, PLLC & Robert T. Sawyer, II, Clawson & Staubes,
PLLC.
5 Boys, Inc., Interested Party, represented by Jonathan Paul Ward,
Pinto Coates Kyre & Bowers, PLLC & Richard Leonard Pinto, Pinto
Coates Kyre & Bowers, PLLC.
Carlos O. Garcia, Interested Party, represented by Richard E.
Zelonka, Jr., Fields Howell Athans & McLaughlin LLP & William
Walton Silverman, Wall Templeton et al..
About New Bern Riverfront Development
Cary, North Carolina-based New Bern Riverfront Development, LLC, is
the developer of SkySail Condominium, consisting of 121 residential
condominiums (plus 1 commercial/non-residential unit) located on
Middle Street on the waterfront in historic downtown New Bern,
North Carolina, and sells the SkySail Condominiums in the ordinary
course of business. New Bern Riverfront filed for Chapter 11
bankruptcy protection (Bankr. E.D.N.C. Case No. 09-10340) on Nov.
30, 2009. John A. Northen, Esq., at Northen Blue, LLP, represents
the Debtor. The Company disclosed $31,515,040 in assets and
$25,676,781 in liabilities as of the Chapter 11 filing.
New Bern Riverfront has filed an Amended Plan of Reorganization,
which represents a consensual plan negotiated with the Debtor's
secured creditor, Wells Fargo Bank, N.A. The Debtor contemplates
selling properties.
NEW ENTERPRISE: Posts $21.9 Million Net Income for Third Quarter
----------------------------------------------------------------
New Enterprise Stone & Lime Co., filed its 10-Q quarterly report
for the third quarter ended Nov. 30, 2016, with the Securities and
Exchange Commission on Jan. 17, 2017.
New Enterprise reported net income of $21.87 million on $188.1
million of total revenue for the three months ended Nov. 30, 2016,
compared to net income of $12.24 million on $202.02 million of
total revenue for the three months ended Nov. 30, 2015.
For the nine months ended Nov. 30, 2016, the Company reported net
income of $20.07 million on $541.45 million of total revenue
compared to net income of $21.18 million on $589.30 million of
total revenue for the same period a year ago.
As of Nov. 30, 2016, New Enterprise had $639.4 million in total
assets, $805.01 million in total liabilities and a total deficit of
$165.6 million.
"Our sources of liquidity include cash and cash equivalents, cash
from operations and amounts available for borrowing under the RCA.
As of Nov. 30, 2016 we had no borrowings under the RCA with $72.0
million available compared to no borrowings under the RCA, with
$80.6 million available as of Feb. 29, 2016. The reduced RCA
availability was attributable to $15.0 million in letters of credit
issued to an insurer for the deductible portion of out liability
coverage, which replaced our cash collateral agreement.
"As of November 30, 2016, we had $4.7 million in cash and cash
equivalents and working capital of $127.7 million compared to $40.6
million in cash and cash equivalents and working capital of $119.3
million as of February 29, 2016. Cash balances of $4.1 million and
$22.7 million as of November 30, 2016 and February 29, 2016,
respectively, were restricted in certain consolidated subsidiaries
for insurance requirements, escrow requirements related to asset
sale proceeds, and proceeds for the reinvestment in fixed assets.
"Previously, we maintained a cash Collateral Trust Agreement for
our insurance requirements in the amount of $15.5 million. Given
the nature and seasonality of our business, we typically experience
significant fluctuations in working capital needs and balances
during our peak summer season; these amounts are converted to cash
over the course of our normal operating cycle.
"We believe we have sufficient financial resources, including cash
and cash equivalents, cash from operations and amounts available
for borrowing under the RCA, to fund our business and operations,
including capital expenditures and debt service obligations, beyond
the next twelve months. Under the New Term Loan, we are subject to
certain affirmative and negative covenants, of which the minimum
EBITDA covenant and the capital expenditure limitation are the
primary financial covenants for the next twelve months. As of the
end of each fiscal quarter, we are required to have trailing
twelve-month EBITDA in an amount not less than $80 million. The
sale of PSI will reduce the minimum EBITDA by the lesser of $8.0
million or the EBITDA attributable to PSI for the most recent 12
month period before the sale on October 31, 2016. Our capital
expenditure limitation for fiscal year 2017 adjusted for certain
asset sales in accordance with the New Term Loan and similar
limitations under the RCA, is $40.0 million. As of November 30,
2016, we were in compliance with all of our covenant requirements
through that date, and expect to remain in compliance for the next
twelve months as applicable.
"In the past, we have failed to meet certain operating performance
measures as well as the financial covenant requirements set forth
under our previous credit facilities, which resulted in the need to
obtain several amendments, and should we fail in the future, we
cannot guarantee that we will be able to obtain such amendments. A
failure to obtain such amendments could result in an acceleration
of our indebtedness under the New Term Loan and a cross-default
under our other indebtedness, including the Notes. If the lenders
were to accelerate the due dates of our indebtedness or if current
sources of liquidity prove to be insufficient, there can be no
assurance that we would be able to repay or refinance such
indebtedness or to obtain sufficient funding. This could require
us to restructure or alter our operations and capital structure."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/HJgHSx
About New Enterprise
New Enterprise Stone & Lime, Co., Inc., is a privately held,
vertically integrated construction materials supplier and
heavy/highway construction contractor in Pennsylvania and western
New York and a national traffic safety services and equipment
provider.
New Enterprise reported a net loss of $21.1 million for the year
ended Feb. 29, 2016, following a net loss of $62.5 million for the
year ended Feb. 28, 2015.
* * *
As reported by the TCR on July 27, 2016, Moody's Investors Service
upgraded New Enterprise Stone & Lime Co., Inc.'s Corporate Family
Rating to B3 from Caa1. The B3 Corporate Family Rating reflects
the company's modest scale, seasonality of its business, limited
geographic diversification, exposure to cyclical construction end
markets, concentration of business with Pennsylvania DOT, and high
financial leverage.
New Enterprise carries a 'B-' corporate credit rating from S&P
Global ratings.
ONEROOF ENERGY: In Default Under Secured Loan Facilities
--------------------------------------------------------
OneRoof Energy, Inc., a residential solar services provider and
wholly-owned subsidiary of OneRoof Energy Group, Inc. ("OneRoof
Energy") on Jan. 20, 2017, disclosed that it is currently in
default under its head office lease for failure to pay rent. This
default also creates a default under the Company's secured loan
facilities, giving the secured lenders the right to accelerate and
demand immediate payment of all outstanding balances, including
principal and accrued interest, under such loans, totaling
approximately US$100 million in the aggregate. The Company is in
discussions with its landlord regarding the head office lease
default; however there can be no assurance that any compromise will
be reached, and the Company could be forced to vacate its office
space, in addition to its liability for unpaid rent (which is
currently in excess of US$160,000). The Company has not received
any notice of default or acceleration from its secured lenders;
however there can be no assurance that the lenders will not cause
such indebtedness to be accelerated and immediately due and payable
in full. The Company's liabilities under the secured loan
facilities greatly exceeds the value of its assets, and an
acceleration of the secured loans could result in the foreclosure
of all or substantially all of the Company's assets.
In connection with the wind down of its operations, the Company
amended the employment agreements of David Field, president and
chief executive officer, and Dalton Sprinkle, senior vice president
and general counsel. Mr. Field's employment agreement was amended
to eliminate all bonus potential and reduce the severance
obligations payable to Mr. Field in the event his employment is
terminated without Cause or he resigns for Good Reason (as such
terms are defined in the employment agreement). Previously, the
severance obligations in Mr. Field's employment agreement provided
for the payment in cash of 12 months of salary, plus a portion of
his bonus compensation, plus reimbursement of COBRA health costs
for 12 months (totaling over US$425,000 in the aggregate). As
revised, Mr. Field will be entitled to a severance payment of
US$266,000 if substantially all of the Company's solar project
assets are subject to definitive sale or refinancing agreements on
or prior to February 28, 2017, or if he is terminated prior to
February 28, 2017 without Cause or resigns for Good Reason (the
"Conditions"). If the Conditions are not satisfied, Mr. Field
would be entitled to severance in the amount of US$133,000. Mr.
Sprinkle's employment agreement was amended to eliminate all bonus
potential and severance obligations in the event he is terminated
without Cause or resigns for Good Reason (as such terms are defined
in the employment agreement), and to change his salary from
$280,000 per year to a daily rate of US$2,800 per day, which
equates to US$350 per hour. Previously, the severance obligations
in Mr. Sprinkle's employment agreement provided for the payment in
cash of 12 months of salary, a portion of his bonus compensation,
and reimbursement of COBRA health costs for 12 months (totaling
over US$300,000 in the aggregate).
PEABODY ENERGY: Creditors' Committee Backs Plan of Reorganization
-----------------------------------------------------------------
Peabody Energy Corp. on Jan. 19, 2017, disclosed that the company
has reached agreement by which the Unsecured Creditors' Committee
(UCC) will support the company's proposed plan of reorganization.
The agreement builds on momentum regarding the company's proposed
plan, which has received substantial support in recent weeks by
holders of first lien debt, second lien notes and senior unsecured
notes.
"We are pleased to have reached agreement with the UCC and are
encouraged by the support we have received," said Peabody Energy
President and Chief Executive Officer Glenn Kellow. "We look
forward to continuing to advance a plan that we believe maximizes
the value of the enterprise."
The plan of reorganization remains subject to confirmation by the
court, and the related disclosure statement is subject to approval
by the court. This press release is not intended as solicitation
for a vote on the plan. The full terms of the plan of
reorganization and disclosure statement, as well as the related
motions and other documentation relating to the Chapter 11 cases,
are available online at http://www.kccllc.net/Peabody.
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.
PIONEER ENERGY: BlackRock Reports 11.8% Equity Stake as of Dec. 31
------------------------------------------------------------------
BlackRock, Inc., disclosed in an amended Schedule 13G filed with
the Securities and Exchange Commission that as of Dec. 31, 2016, it
beneficially owns 9,066,556 shares of common stock of Pioneer
Energy Services Corp. representing 11.8 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/3UD4Vf
About Pioneer Energy
Pioneer Energy Services Corp. provides land-based drilling services
and production services to a diverse group of independent and large
oil and gas exploration and production companies in the United
States and internationally in Colombia. The Company also provides
two of its services (coiled tubing and wireline services) offshore
in the Gulf of Mexico.
Pioneer Energy reported a net loss of $155 million in 2015
following a net loss of $38 million in 2014. As of Sept. 30, 2016,
Pioneer Energy had $723.0 million in total assets, $471.7 million
in total liabilities and $251.1 million in total shareholders'
equity.
* * *
As reported by the TCR on March 7, 2016, Moody's Investors Service,
on March 3, 2016, downgraded Pioneer Energy's Corporate Family
Rating (CFR) to 'Caa3' from 'B2', Probability of Default Rating
(PDR) to 'Caa3-PD' from 'B2-PD', and senior unsecured notes to 'Ca'
from 'B3'.
"The rating downgrades were driven by the material deterioration in
Pioneer Energy's credit metrics through 2015 and our expectation of
continued deterioration through 2016. The demand outlook for
drilling and oilfield services is extremely weak, as witnessed by
the steep and continued drop in the US rig count" said Sreedhar
Kona, Moody's Vice President. "The negative outlook reflects the
deteriorating fundamentals of the services sector and the
likelihood of covenant breaches."
Pioneer Energy carries a "B+" corporate credit rating from Standard
& Poor's Ratings.
PORTOFINO TOWERS: Unsecureds to Get 100% in 18 Months
-----------------------------------------------------
Portofino Towers 1002 LLC filed with the U.S. Bankruptcy Court for
the Southern District of Florida a disclosure statement describing
its plan of reorganization, which would give general unsecured
creditors a distribution of 100% of their allowed claims.
Class 3, general unsecured creditors, is impaired. This class
consists of the allowed unsecured claims of Heagrand, Inc.,
amounting to $406,612.11. This will be paid 100%, 5% on $406,612.11
until the plan is confirmed, payable at confirmation; $1,694.22
monthly. After plan is confirmed $406,612.11 at 3.25% due to
balloon in 18 months.
Payments and distributions under the Plan will be funded by Laurent
Benzaquen and affiliates and from rent income.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/flsb16-18808-34.pdf
About Portofino Towers 1002 LLC
Portofino Towers 1002 LLC filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 16-18808) on June 21, 2016. The
petition was signed by Laurent Benzaquen, authorized
representative. Judge Laurel M. Isicoff presides over the
case.
Joel M. Aresty, Esq., at Joel M. Aresty, P.A., represents the
Debtor as counsel. The Debtor estimated assets and liabilities
at
$1 million to $10 million, at the time of the filing.
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 Portofino Towers 1002 LLC.
PRESIDENTIAL REALTY: Jeffrey Joseph Owns 7.8% of Class B Stock
--------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Jeffrey F. Joseph, a director of Presidential Realty
Corporation, disclosed that as of Jan. 6, 2017, he beneficially
owns 412,065 shares of Class B Common Stock, $.00001 par value, of
the Company representing 7.80 percent of the shares outstanding.
The Class B Common Stock was acquired in exchange for the release
of any right to director fees in consideration of his services as
an independent member of the Board of Directors for the 2015 and
2016 calendar years and as compensation for the Reporting Person's
involvement in reviewing the proposed transactions contemplated by
an Interest Contribution Agreement by and among the Company,
Presidential Realty Operating Partnership LP, First Capital Real
Estate Trust Incorporated, First Capital Real Estate Operating
Partnership, Township Nine Owner, LLC, Capital Station Holdings,
LLC, Capital Station Member, LLC, Capital Station 65 LLC and Avalon
Jubilee LLC.
On January 6, 2017, the Company and Mr. Joseph entered into the
Issuance and Release Agreement pursuant to which the Reporting
Person was issued 120,000 shares of Class B Common Stock in
consideration for the release of any right to director fees in
consideration of his services as an independent member of the Board
of Directors for the 2015 and 2016 calendar years and as
compensation for the Reporting Person's involvement in reviewing
the proposed transactions contemplated by the Interest Contribution
Agreement.
A full-text copy of the regulatory filing is available at:
https://is.gd/wbYcKR
About Presidential Realty
Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, (i) owns
income-producing real estate and (ii) holds notes and mortgages
secured by real estate or interests in real estate. On Jan. 20,
2011, Presidential stockholders approved a plan of liquidation,
which provides for the sale of all of the Company's assets over
time and the distribution of the net proceeds of sale to the
stockholders after satisfaction of liabilities.
Presidential Realty reported a net loss of $495,400 on $932,000 of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $941,050 on $871,499 of total revenues for the year ended
Dec. 31, 2014.
As of Sept. 30, 2016, Presidential Realty had $975,200 in total
assets, $2.50 million in total liabilities and a total
stockholders' deficit of $1.53 million.
Baker Tilly Virchow Krause, LLP, in Melville, New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has suffered recurring losses from operations and has a
working capital deficiency. These factors raise substantial doubt
about its ability to continue as a going concern.
PRESIDENTIAL REALTY: Jekogian Owns 51% of Class A Stock as of Jan 6
-------------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Nickolas Jekogian, Jr., trustee of the BBJ Irrevocable
Family Trust, disclosed that as of Jan. 6, 2017, he beneficially
owns 226,013 shares of Class A common stock, $.00001 par value and
250,000 shares of Class B common stock, $.00001 par value, of
Presidential Realty Corporation representing 51.1% of the Class A
common stock outstanding and 4.20% of the Class B common stock
outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/XiVIC8
About Presidential Realty
Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, (i) owns
income-producing real estate and (ii) holds notes and mortgages
secured by real estate or interests in real estate. On Jan. 20,
2011, Presidential stockholders approved a plan of liquidation,
which provides for the sale of all of the Company's assets over
time and the distribution of the net proceeds of sale to the
stockholders after satisfaction of liabilities.
Presidential Realty reported a net loss of $495,400 on $932,000 of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $941,050 on $871,499 of total revenues for the year ended
Dec. 31, 2014.
As of Sept. 30, 2016, Presidential Realty had $975,200 in total
assets, $2.50 million in total liabilities and a total
stockholders' deficit of $1.53 million.
Baker Tilly Virchow Krause, LLP, in Melville, New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has suffered recurring losses from operations and has a
working capital deficiency. These factors raise substantial doubt
about its ability to continue as a going concern.
PT BUMI RESOURCES: Chapter 15 Case Summary
------------------------------------------
Chapter 15 Petitioner: Andrew Christopher Beckham
Chapter 15 Debtor: PT Bumi Resources Tbk
Bakrie Tower, 12th Floor
Jalan H.R. Rasuna Said
Jakarta 12940
Indonesia
Chapter 15 Case No.: 17-10115
Type of Business: Thermal Coal Exporter
Chapter 15 Petition Date: January 20, 2017
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Mary Kay Vyskocil
Chapter 15 Petitioner's Counsel: Kenneth R. Puhala, Esq.
SCHNADER HARRISON SEGAL & LEWIS
LLP
140 Broadway, Suite 3100
New York, NY 10005
Tel: (212) 973-8140
Fax: (212) 972-8798
E-mail: kpuhala@schnader.com
Estimated Assets: Not Indicated
Estimated Debts: Not Indicated
PUERTO RICO: Gov. Cites "Sharp Contrast" With Island's Overseer
---------------------------------------------------------------
The American Bankruptcy Institute, citing Nick Brown of Reuters,
reported that Puerto Rico Governor Ricardo Rossello criticized a
set of recommendations by the federal board in charge of managing
the U.S. territory's finances, signaling a potential power struggle
between the government and the board on how to pull the island out
of economic crisis.
According to the report, in a letter to the board, Gov. Rossello
said that while he supports reducing government spending, he would
not focus on layoffs as a primary means of saving money.
He also took a more moderate stance on reducing repayments to
holders of the island's $70 billion in debt, saying his
administration had a "fundamental willingness to pay based upon
available resources," the report related.
The board, in a letter to the governor, said the island may have
only $800 million available annually for debt service, just 21
percent of what it owes, the report further related.
The board's letter had called for Puerto Rico to save more than
$4.5 billion a year through a mix of savings and new revenues,
including by "right-sizing government" through a 30 percent
reduction in payroll and other means, the report said.
* * *
The Fiscal Agency and Financial Advisory Authority of Puerto Rico
has selected Dentons US as its legal advisor on all aspects of its
restructuring and revitalization efforts, including development
and
implementation of the Fiscal Plan, restructuring and renegotiation
of municipal bond debt, communications with creditors and with the
PROMESA Oversight Board, among others.
The Troubled Company Reporter-Latin America reported on June 15,
2016, that the U.S. Supreme Court struck down a Puerto Rico law
that would have let its public utilities restructure their debt
over the objection of creditors leaving it to Congress to help the
island resolve its fiscal crisis. Siding with bondholders
challenging the law, the court ruled 5-2 that the measure was
barred under federal bankruptcy law.
Puerto Rico is struggling with $72 billion in debt and has argued
that it needs to restructure at least some of it under Chapter 9,
the part of the bankruptcy code for insolvent local governments.
But Puerto Rico is not permitted to do so, because Chapter 9
specifically excludes it.
The federal law, Justice Thomas wrote, "bars Puerto Rico from
enacting its own municipal bankruptcy scheme to restructure the
debt of its insolvent public utilities." Chief Justice John G.
Roberts Jr. and Justices Anthony M. Kennedy, Stephen G. Breyer and
Elena Kagan joined him.
Consequently, Puerto Rico opted to default on $911 million in
constitutionally guaranteed debt, or roughly half of the $2
billion in principal and interest that came due July 1, EFE News
reported.
The reported further noted that Puerto Rico enacted a debt
moratorium due to liquidity restraints -- a move that coincided
with a new U.S. law signed by President Obama that installs a
financial control board to restructure the island's debt and
provides a retroactive stay on lawsuits by bondholders.
On July 11, 2016, the TCR-LA reported that S&P Global Ratings
downgraded the Commonwealth of Puerto Rico's general obligation
secured debt to 'D' (default) from 'CC' following the
commonwealth's default.
On July 7, 2016, Fitch Ratings has downgraded the Commonwealth of
Puerto Rico's Long-Term Issuer Default Rating (IDR) to 'RD' from
'C' and general obligation (GO) bond rating to 'D' from 'C'
following the payment default on certain GO bonds on July 1, 2016.
REX ENERGY: Announces Two-Year Financial and Operational Plan
-------------------------------------------------------------
Rex Energy Corporation disclosed its two-year financial and
operational plan and provided a financial update.
Highlights:
* Expects capital spend in 2017 and 2018 to be aligned with cash
flow from operations and asset sales
* Debt-to-EBITDAX reduction of ~50% by end of 2018 driven by
significant production growth, improved basis differentials
and enhanced price realizations
* Targeting a two-year compounded annual production growth rate
of 10% - 15% by 2018
* Exit rate production growth for 2017 of 15% - 20% (Dec. 2017
vs. Dec. 2016)
* Expects ~40% differential improvement to NYMEX for natural gas
realizations in 2017 and ~15% improvement in 2018
* Expects C3+ NGL pricing in 2017 to be 43% - 48% of WTI; 45% -
50% in 2018
* Benefit Street Partners LLC elected into five additional wells
for approximately $15.8 million for a total capital commitment
to date of $135.9 million
* BP Energy Co. added to bank group allowing for expanded
hedging program to further protect cash flow
* ~82% of all PDP production hedged for 2017 and ~40% for 2018
* Expects to have ~1,300 gross / 1,000 net locations HBP or HBO
by year-end 2017
Two-Year Financial and Operational Plan
Note: a detailed breakdown of the two-year financial and
operational plan can be found in the company's January 2017
corporate presentation on slides 5 through 10. In addition, all
2017 and 2018 forecasts, projections and comparisons to prior
periods do not include any contribution from assets divested or any
future impacts related to adjustments to the capital structure.
2017 Financial and Operational Plan
Capital Expenditures and Drilling Activity
Rex Energy's net operational capital expenditures for 2017 are
expected to be in the range of $70.0 - $80.0 million, with
approximately 80% allocated to the development of the Marcellus and
Upper Devonian Burkett shales in the Moraine East and Legacy Butler
Operated Areas. Approximately 20% is allocated to the development
of the Utica Shale in the Warrior North Area. The 2017 capital
budget is expected to be funded through cash flow from operations
and asset divestitures.
The Company plans to run one drilling rig in its Butler Operated
and Ohio Utica Warrior North Area and expects to drill 21.0 gross
(11.1 net) wells, complete 26.0 gross (12.7 net) wells and place
into sales 23.0 gross (11.2 net) wells. Of the 23.0 gross (11.2
net) wells scheduled to be placed into sales in 2017, only four
gross (1.4 net) wells will be placed into sales in the first half
of 2017, with the remaining 19.0 gross (9.8 net) wells placed into
sales in the second half of 2017. The 2017 development plan in the
Butler Operated and Warrior North Area is aligned with the
company's HBP/HBO goals for 2017; upon completion of the 2017
development program, the majority of the company's drillable
acreage will be held by production.
Production Guidance
Average daily production is estimated to be in the range of 194.0 -
204.0 MMcfe/d, representing year-over-year growth of approximately
5% to 10% as compared to the Company's full-year 2016 production
guidance. With only four gross (1.4 net) wells expected to be
placed into sales in the first half of 2017, the majority of the
Company's production growth will occur in the second half of 2017.
Liquids production is expected to account for approximately 38% of
2017 production at the midpoint of guidance. In addition, 2017
exit rate production (December 2017 vs. December 2016) is estimated
to increase approximately 15% - 20%. Second half production growth
will be driven by pipeline construction into the eastern portion of
the company's Moraine East Area.
Price Realizations
In 2017, Rex Energy will realize a full year of Gulf Coast
transport and the related positive impact this transportation will
have on its natural gas price differentials. The Company expects
to sell approximately 50% of its natural gas volumes to the Gulf
Coast with the remaining volumes sold into local markets at which
the company has approximately 60% of the basis differential hedged
at a premium to the current spot price. Overall natural gas
differentials are expected to improve by approximately 40% over
full-year 2016 basis differentials to ($0.53) - ($0.63) off of
NYMEX. In addition, with the improvement in local differentials
for C3+ NGLs, the company expects C3+ NGL pricing to be
approximately 43% - 48% of WTI pricing.
2018 Financial and Operational Plan
Capital Expenditures and Drilling Activity
Full-year 2018 net operational capital expenditures are expected to
be in the range of $20.0 - $40.0 million, with approximately 100%
of the net operational capital expenditures allocated to the
development of the Marcellus and Upper Devonian shales in the
Moraine East and Legacy Butler Operated Areas. The 2018 capital
budget is expected to be funded through cash flow from operations
and cash on the balance sheet.
The Company plans to run one drilling rig in its Butler Operated
Area and expects to drill four gross (2.8 net) wells, complete six
gross (3.8 net) wells and place into sales nine gross (5.3 net)
wells.
Production Guidance
For full-year 2018, Rex Energy estimates that average daily
production will be in the range of 223.0 - 233.0 MMcfe/d,
representing 15% - 20% year-over-year growth as compared to the
midpoint of 2017 production guidance. Liquids production is
expected to account for approximately 45% of the Company's 2018
production at the midpoint of guidance.
Price Realizations / Per Unit LOE
For 2018, the company expects approximately 50% of the of its
natural gas volumes to be sold into the Gulf Coast market and
expects it overall natural gas basis differentials to be in the
range of ($0.48) - ($0.58) off of NYMEX. In addition, C3+ NGL
pricing is expected to be approximately 45% - 50% of WTI pricing.
Per unit LOE is expected to decrease by approximately 5% - 10%
compared to full-year 2017 due to an overall reduction in
reservation fees due to increased production during the year.
Leverage Ratio
With the plan to fund 2017 and 2018 net operational capital
expenditures from cash flow from operations and asset divestitures,
the company expects to grow its EBITDAX by approximately 80% - 85%
in 2017 and 10% - 15% in 2018. The targeted increase in EBITDAX
assumes current strip pricing as of Dec. 31, 2016, and is driven by
expected production growth of 5% - 10% in 2017 and 15% - 20% in
2018 combined with hedging at favorable pricing. With these
factors, the company anticipates reducing its debt-to-EBITDAX ratio
by approximately 35% - 40% in 2017 and 15% - 20% in 2018, on a
year-over-year basis and a total reduction of approximately 50%
from year-end 2016 to year-end 2018.
"Rex Energy's two-year plan is a clear, transparent road map for
our future operation strategy. We designed the plan to enhance
cash flow, provide strong production growth, and significantly
reduce the company's overall debt metrics - all while living within
cash flow," said Tom Stabley, president and CEO of Rex Energy.
"The plan builds on the success of our 2016 initiatives; with the
quality of our acreage, and strong support from our partners and
dedicated employees, we're confident we can deliver."
Joint Development Agreement
Rex Energy's joint development partner, Benefit Street Partners
L.L.C. has elected into an additional five wells in the 2017
development program. BSP's additional capital commitment for the
five wells is approximately $15.8 million, increasing BSP's total
capital commitment to date from $120.1 million to $135.9 million.
BSP retains the option to participate in six additional wells which
would increase its total capital commitment to approximately $160.0
million.
"The increased capital commitment from BSP, together with proceeds
from the recently announced Warrior South sale, will provide Rex
Energy with an additional $46 million of liquidity to begin 2017,"
said Tom Stabley, president and CEO of Rex Energy. "The added
liquidity further enables us to execute our two-year plan for the
company."
BP Energy Co. Added to Bank Group
Rex Energy recently added BP Energy Co., an indirect, wholly-owned
subsidiary of BP plc (NYSE: BP), as a participant in its senior
secured credit facility. The addition of BP Energy Co. allows the
company to expand its hedging program.
"We are excited about our new relationship with BP and the
opportunity to expand on our already robust hedge portfolio," said
Tom Stabley. "In addition, we look forward to the energy marketing
and supply solutions that BP can bring to Rex Energy."
Hedge Portfolio
The Company continues to add to its hedge portfolio for 2017 and
2018 at prices that provide additional certainty regarding its
expected cash flows. For 2017, the company now has approximately
80% of its natural gas production hedged with an average floor
price of $3.02 and 72% of its NGL and condensate production hedged
with an average floor price for C3+ NGLs of $24.04. For 2018,
approximately 30% of natural gas production is hedged with an
average floor price of $3.04 and 31% of NGL and condensate
production hedged with an average floor price for C3+ NGLs of
$27.27. With a high percentage of 2017 production hedged at
favorable pricing, the company has provided further certainty for
its expected cash flows to execute on its capital plans.
A full-text copy of the press release is available for free at:
https://is.gd/oEK7hz
About Rex Energy Corporation
Headquartered in State College, Pennsylvania, Rex Energy is an
independent oil and gas exploration and production company with its
core operations in the Appalachian Basin. The Company's strategy
is to pursue its higher potential exploration drilling prospects
while acquiring oil and natural gas properties complementary to its
portfolio.
As of Sept. 30, 2016, Rex Energy had $925.3 million in total
assets, $849.1 million in total liabilities and $76.13 million in
total stockholders' equity.
Rex Energy reported a net loss attributable to common shareholders
of $372.9 million for the year ended Dec. 31, 2015, compared to a
net loss attributable to common shareholders of $49.02 million for
the year ended Dec. 31, 2014.
* * *
As reported by the TCR on April 6, 2016, Standard & Poor's Ratings
Services said that it lowered its corporate credit rating on Rex
Energy Corp. to 'SD' from 'CC'. "The downgrade follows Rex's
announcement that it has closed an exchange offer to existing
holders of its 8.875% and 6.25% senior unsecured notes for a new
issue of 8% senior secured second-lien notes due 2020 (not rated)
and shares of common equity," said Standard & Poor's credit analyst
Aaron McLean.
In April 2016, the TCR reported that Moody's Investors Service
downgraded REX Energy's Corporate Family Rating to 'Ca' from
'Caa3', its Probability of Default Rating to Ca-PD/LD from Caa3-PD,
its senior unsecured notes to 'C' from 'Ca'. "The downgrade
reflects the poor overall recovery prospects as indicated by REXX's
PV-10 value. The negative outlook is driven by the weak commodity
price environment, specifically in natural gas pricing, which could
further erode REXX's recovery value,"
commented Sreedhar Kona, Moody's senior analyst.
REX ENERGY: Closes Sale of Ohio Utica Warrior South Asset
---------------------------------------------------------
Rex Energy Corporation has closed on the previously announced sale
of its Ohio Utica Warrior South assets to Antero Resources
Corporation. The sale of the Warrior South assets includes 14
gross wells and approximately 4,100 net acres in Guernsey, Noble
and Belmont Counties in Ohio; the assets are currently producing
approximately 9.0 MMcfe/d net to Rex Energy. These assets were
non-core to Rex Energy and were not included in the Company's
future development plans. The proceeds from the sale will be used
to pay down the revolving line of credit and for general corporate
purposes.
About Rex Energy Corporation
Headquartered in State College, Pennsylvania, Rex Energy is an
independent oil and gas exploration and production company with its
core operations in the Appalachian Basin. The Company's strategy
is to pursue its higher potential exploration drilling prospects
while acquiring oil and natural gas properties complementary to its
portfolio.
As of Sept. 30, 2016, Rex Energy had $925.3 million in total
assets, $849.1 million in total liabilities and $76.13 million in
total stockholders' equity.
Rex Energy reported a net loss attributable to common shareholders
of $372.9 million for the year ended Dec. 31, 2015, compared to a
net loss attributable to common shareholders of $49.02 million for
the year ended Dec. 31, 2014.
* * *
As reported by the TCR on April 6, 2016, Standard & Poor's Ratings
Services said that it lowered its corporate credit rating on Rex
Energy Corp. to 'SD' from 'CC'. "The downgrade follows Rex's
announcement that it has closed an exchange offer to existing
holders of its 8.875% and 6.25% senior unsecured notes for a new
issue of 8% senior secured second-lien notes due 2020 (not rated)
and shares of common equity," said Standard & Poor's credit analyst
Aaron McLean.
In April 2016, the TCR reported that Moody's Investors Service
downgraded REX Energy Corporation's (REXX) Corporate Family Rating
to Ca from Caa3, its Probability of Default Rating to Ca-PD/LD from
Caa3-PD, its senior unsecured notes to C from Ca. "The downgrade
reflects the poor overall recovery prospects as indicated by REXX's
PV-10 value. The negative outlook is driven by the weak commodity
price environment, specifically in natural gas pricing, which could
further erode REXX's recovery value," commented Sreedhar Kona,
Moody's senior analyst.
REX ENERGY: Inks 12th Amendment to Royal Bank Credit Agreement
--------------------------------------------------------------
Rex Energy Corporation entered into a Twelfth Amendment to the
Amended and Restated Credit Agreement dated as of March 27, 2013,
among the Company; each of the guarantors; Royal Bank of Canada, as
administrative agent for the lenders; and the other lenders
signatory thereto.
The Twelfth Amendment amends certain provisions of the Credit
Agreement to, among other things:
(i) provide that there will be no adjustment to the borrowing
base upon the completion of the anticipated sale of
assets in the Company's Warrior South Area (located in
Guernsey, Noble and Belmont Counties, OH), with the
effect that the borrowing base remains at its current
level of $190,000,000 pending the next redetermination;
and
(ii) reduce the commitment level for letters of credit within
the Credit Agreement to the greater of (a) $40,000,000 and
(b) (x) $50,000,000 minus (y) an amount equal to the
portion of
the face amount of all Surety LCs (as defined in the
Credit Agreement) reduced or terminated on or after the
Twelfth Amendment Effective Date in excess of $10,000,000
in the aggregate.
About Rex Energy Corporation
Headquartered in State College, Pennsylvania, Rex Energy is an
independent oil and gas exploration and production company with its
core operations in the Appalachian Basin. The Company's strategy
is to pursue its higher potential exploration drilling prospects
while acquiring oil and natural gas properties complementary to its
portfolio.
As of Sept. 30, 2016, Rex Energy had $925.3 million in total
assets, $849.1 million in total liabilities and $76.13 million in
total stockholders' equity.
Rex Energy reported a net loss attributable to common shareholders
of $372.9 million for the year ended Dec. 31, 2015, compared to a
net loss attributable to common shareholders of $49.02 million for
the year ended Dec. 31, 2014.
* * *
As reported by the TCR on April 6, 2016, Standard & Poor's Ratings
Services said that it lowered its corporate credit rating on Rex
Energy Corp. to 'SD' from 'CC'. "The downgrade follows Rex's
announcement that it has closed an exchange offer to existing
holders of its 8.875% and 6.25% senior unsecured notes for a new
issue of 8% senior secured second-lien notes due 2020 (not rated)
and shares of common equity," said Standard & Poor's credit analyst
Aaron McLean.
In April 2016, the TCR reported that Moody's Investors Service
downgraded REX Energy's Corporate Family Rating to 'Ca' from
'Caa3', its Probability of Default Rating to 'Ca-PD/LD' from
'Caa3-PD', its senior unsecured notes to 'C' from 'Ca'. "The
downgrade reflects the poor overall recovery prospects as indicated
by REXX's PV-10 value. The negative outlook is driven by the weak
commodity price environment, specifically in natural gas pricing,
which could further erode REXX's recovery value," commented
Sreedhar Kona, Moody's senior analyst.
ROCKFORD INSURANCE: Feb. 15 Disclosure Statement Hearing
--------------------------------------------------------
The Hon. Scott W. Dales of the U.S. Bankruptcy Court for the
Western District of Michigan will convene a hearing on Feb. 15,
2017 at 10:00 a.m. to consider approval of the disclosure statement
and plan of reorganization filed by Rockford Insurance Agency, LLC
and New York Private Insurance Agency, LLC.
Objections to the disclosure statement must be filed and served at
least two days prior to the hearing.
About Rockford Insurance Agency
Rockford Insurance Agency LLC and New York Private Insurance
Agency, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Mich. Lead Case No. 16-01034) on March 1,
2016.
The petitions were signed by Guy L. Hiestand III, member.
The cases are assigned to Judge Scott W. Dales.
At the time of the filing, Rockford estimated assets and
liabilities of less than $1 million. NYPI estimated assets of
less
than $500,000 and liabilities of $1 million to $10 million.
RUBY TUESDAY: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
------------------------------------------------------------
S&P Global Ratings revised its outlook on the Maryville,
Tenn.-based restaurant Ruby Tuesday Inc. to negative from stable.
At the same time, S&P affirmed all ratings, including the 'B-'
corporate credit rating.
"The negative outlook revision reflects the company's weakened
liquidity and its recent covenant breach, resulting from poor
operating performance and negative free operating cash flow. As of
the fiscal second-quarter ended November 2016, Ruby Tuesday had
breached its fixed-charge financial maintenance covenant test and
subsequently received a waiver from its bankers extending a grace
period through Jan. 31, 2017, to provide time to negotiate an
amendment," said credit analyst Mathew Christy. "Although we
believe the company will likely receive an amendment to its credit
agreement, we also believe the company's operations will remain
challenged. In addition, the reset levels to the fixed-charge
financial maintenance covenants are uncertain and covenant headroom
could remain limited."
The negative outlook reflects S&P's expectation for continued weak
liquidity and operating performance. Although S&P believes the
company will likely receive an amendment to its credit agreement,
S&P also believes the company's operations will remain challenged.
In addition, the reset levels to the fixed-charge financial
maintenance covenants are uncertain and covenant headroom could
remain limited. In addition, S&P also believes Ruby Tuesday's
profitability will continue to be pressured by sales deleveraging
from lower customer traffic, increased promotions and higher costs,
resulting in modest negative free operating cash flow in the next
12 months.
S&P could lower the ratings if the company is unable to adequately
address the tightening covenant cushion under its credit
facilities. S&P could also lower the ratings if it believes
operations will weaken further, resulting in persistence meaningful
negative free operating cash flow and a further deterioration in
liquidity, leading S&P to believe that the company's capital
structure was unsustainable.
S&P could revise its outlook back to stable if the company achieves
a sustained improvement in operating performance with positive
comparable restaurant sales growth and improved EBITDA margins,
leading to an increased covenant cushion of at least 15% and
consistently positive free operating cash flow. This scenario
could occur if EBITDA improved more than 12% versus S&P's
projections, commensurate with leverage in the mid- to high-5x
range.
S&P ENTERPRISES: Agent OK'd to Clawback $152K from Amandavia
------------------------------------------------------------
Judge Katharine M. Samson of the granted the motion for summary
judgment filed by H. Kenneth Lefoldt, Jr. in the adversary
proceeding captioned H. KENNETH LEFOLDT, JR., Litigation Agent for
S&P Enterprises, LLC Plaintiff, v. DIPAK K. AMANDAVIA, Defendant,
Adv. No. 15-05004-KMS (Bankr. S.D. Miss.).
The debtor, S&P Enterprises, LLC, has three members, who each owned
one third of the company: Kishan Shah, Dipak Amandavia, and Jayesh
Patel. On October 22, 2013, the Court granted S&P's motion to hire
H. Kenneth Lefoldt, Jr., and his firm as accountants for the
debtor. On June 23, 2014, the Court confirmed S&P's Chapter 11
Plan which called for each member to contribute $300,000.00 to S&P
to maintain their interest and in settlement of potential avoidance
actions. The Plan also named Lefoldt as litigation agent and
granted him "the exclusive right and authority to pursue on behalf
of the Debtor any applicable causes of action against a Member who
does not settle."
Neither Amandavia nor Patel paid the $300,000.00, and their
membership interests were cancelled through the Plan. Lefoldt, as
litigation agent, filed adversary complaints against Amandavia and
Patel on January 22, 2015.
As against Amandavia, Lefoldt brought a claim to avoid the transfer
of $152,294.00 in a series of transactions in the two years
preceding S&P's bankruptcy filing. On October 7, 2016, Lefoldt
filed a motion for summary judgment.
Based on admissions, Judge Samson held that it is evident that the
withdrawals of funds by Amandavia qualify as fraudulent transfers
under the Bankruptcy Code that may be avoided.
The bankruptcy case is IN RE: S&P ENTERPRISES, LLC d/b/a Regency
Inn & Suites, Chapter 11, Debtor, No. 13-51807-KMS (Bankr. S.D.
Miss.).
A full-text copy of Judge Samson's January 3, 2017 order is
available at https://is.gd/KBPJ7u from Leagle.com.
S&P Enterprisses, LLC, Debtor In Possession, is represented by:
Greta Manning Brouphy, Esq.
Leslie A. Collins, Esq.
Douglas Scott Draper, Esq.
HELLER DRAPER PATRICK HORN & DABNEY
650 Poydras Street, Suite 2500
New Orleans, LA 70130
Tel: (504)299-3300
Email: gbrouphy@hellerdraper.com
lcollins@hellerdraper.com
ddraper@hellerdraper.com
-- and --
David Wheeler, Esq.
WHEELER & WHEELER, PLLC
185 Main Street
Biloxi, MS 39533
Tel: (228)374-6720
Fax: (228)374-6721
United States Trustee, U.S. Trustee, is represented by:
Christopher J. Steiskal, Sr., Esq.
UNITED STATES TRUSTEE
United States Courthouse
501 East Court Street, Suite 6-430
Jackson, MS 39201
Tel: (601)965-5241
Fax: (601)965-5226
About S&P Enterprises, LLC
S&P Enterprises, LLC, based in D'Iberville, MS, filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 13-51807) on September 16,
2013. The Hon. Katharine M. Samson presides over the case.
Douglas Scott Draper, Esq., at Heller Draper Patrick & Horn, L.L.C.
serves as bankruptcy counsel.
In its petition, the Debtor estimated $1,000,001 to $10,000,000 in
both assets and liabilities. The petition was signed by Kishan
Shah, managing member.
S-3 PUMP SERVICE: Creditor Buying Collateral to Satisfy Claim
-------------------------------------------------------------
S-3 Pump Service, Inc., asks the U.S. Bankruptcy Court for the
Western District of Louisiana to authorize the sale of two
trailer-mounted frac pumps and associated equipment to Pacific
Western Equipment Finance for $364,599, plus all accrued
post-petition interest, attorney fees and other costs in full and
final satisfaction of Pacific Western's claim against the Debtor's
estate, subject to better and higher offers.
A hearing on the Motion is set for Feb. 21, 2017 at 10:00 a.m. The
objection deadline is Feb. 14, 2017.
Prior to the Petition Date, pursuant to a Master Equipment Lease
Agreement, dated as of March 26, 2012 ("Master Lease") and
Equipment Schedule No. 2 thereto, dated as of May 29, 2012
("Schedule 2 Loan Agreement"), First National Capital, LLC ("FNC")
financed the Debtor's purchase of an IDMS Magnum 2500 BHP Trailer
Mounted Frac Unit, Cummins QSK50 Engine, Tier II, 2500 BHP @ 1900
RPM Twin Disc 8500 Transmission Pkg w/TDEC400 Control System, S/N
or VIN 12006 and a 2012 Loadcraft Trailer, S/N or VIN
5ABK44302CB120371 ("Schedule 2 Equipment") to be paid in 48 monthly
installments of $26,524 each. As per paragraph no. 6(a) of
Schedule 2, FNC was granted a first priority security interest in
the Schedule 2 Equipment.
Subsequently, FNC assigned and transferred its interest in and to
the Schedule 2 Loan Agreement, including the security agreement, to
Pacific Western ("Schedule 2 Assignment") and notified the Debtor
of the Schedule 2 Assignment by Notice and Acknowledgement of
Assignment dated June 7, 2012 and directed Debtor, among other
things, to pay Pacific Western all amounts due under the Schedule 2
Loan Agreement as more specifically set forth therein.
Pacific Western holds a valid and first priority security interest
in the IDMS/Schedule 2 Equipment by the Schedule 2 Assignment and
by financing statements recorded with the Caddo Parish Clerk of
Court under Registry Nos. 09-1181362 and 09-1184418 and with the
Department of Motor Vehicles, which is reflected on the Certificate
of Title to the Schedule 2 Equipment.
In its amended schedules in the case, the Debtor recites that
Pacific Western holds a claim secured by the Schedule 2 Equipment
totaling $101,809 as of the Petition Date, together with
post-petition interest, reasonable attorney fees and other costs.
In these amended schedules, the Debtor values the Schedule 2
Equipment at $117,000 as of Nov. 6, 2016.
Pursuant to the Master Lease and Equipment Schedule No. 10 thereto,
dated as of Feb. 14, 2013 ("Schedule 10 Loan Agreement"), FNC also
financed the Debtor's purchase of a 2013 HP Pump Unit 2500, SMP
QW52500LW Super Duty Quintuplex Pump, Trailer: Dragon Products
Center Rail Skeletal Chassis, Caterpillar 3512 SCAC Diesel Engine
No. R1S00808, Caterpillar TH55-E70 Petroleum Transmission No.
PCJ02017, Power End No. 74337, Fluid End No. DPQX4.00-272, and
Horizontal Cooling Package Radiator No. 00053709 ("Collateral") to
be paid in 48 monthly installments of $21,348 each. As per
paragraph no. 6(a) of Schedule 10, FNC was granted a first priority
security interest in the Schedule 10 Equipment.
Subsequently, FNC assigned and transferred its interest in and to
the Schedule 10 Loan Agreement, including the security agreement,
to Pacific Western ("Schedule 10 Assignment") and notified Debtor
of the Schedule 10 Assignment by Notice and Acknowledgement of
Assignment dated Feb. 26, 2013 and directed the Debtor, among other
things, to pay Pacific Western all amounts due under the Schedule
10 Loan Agreement as more specifically set forth therein.
Pacific Western holds a valid and first priority security interest
in the Schedule 10 Equipment by the Schedule 10 Assignment and by
financing statements recorded with the Caddo Parish Clerk of Court
under Registry Nos. 09-1200535 and 09-1203529 and with the
Department of Motor Vehicles, which is reflected on the Certificate
of Title to the Schedule 10 Equipment.
In the amended schedules, the Debtor also recites that Pacific
Western holds a separate claim secured by the Schedule 10 Equipment
totaling $264,716 as of the Petition Date, together with
post-petition interest, reasonable attorney fees and other costs.
In these amended schedules, the Debtor values the Schedule 10
Equipment at $189,250 as of Nov. 6, 2016.
Pacific Western alleges that its total claim which is secured by
the Collateral and is in the amount of $364,599 as of the Petition
Date, with interest, fees, costs and attorneys' fees continuing to
accrue. The Debtor does not dispute that amount.
A copy of the Lease Agreements attached to the Motion is available
for free at:
http://bankrupt.com/misc/S-3_Pump_349_Sales.pdf
The Debtor has concluded that the estate does not have a long-term
need for the Collateral, that the Collateral is not necessary for
an effective reorganization, and that it is in the best interests
of the estate for the Debtor to sell the Collateral pursuant to 11
U.S.C. Section 363(b). The Debtor and Pacific Western have agreed
that the Debtor will sell the Collateral to Pacific Western free
and clear of all liens and encumbrances pursuant to 11 U.S.C.
Section 363(b)(1) in full satisfaction of Pacific Western's claims
against the Debtor and in exchange for a credit pursuant to 11
U.S.C. Section 363(k).
The Debtor has determined that no other person or entity has any
lien or security interest in the Collateral.
The Debtor seeks an Order authorizing it to sell the Collateral to
Pacific Western in exchange for Pacific Western's credit bid in the
amount of $364,599, plus all accrued post-petition interest,
attorney fees and other costs in full and final satisfaction of
Pacific Western's claim against the Debtor's estate. Pacific
Western consents to the sale of the Collateral to it in full
satisfaction of its claim in exchange for Pacific Western's credit
bid in the amount of $364,599 plus all accrued postpetition
interest, attorney fees and other costs. Accordingly, the Debtor
requests that the sale of the Property be made free and clear of
all liens.
Considering the good faith of Pacific Western and the
reasonableness of the credit bid, the Debtor asks that the Court
finds that good cause exists to authorize the consummation of the
sale of the Collateral without subjecting the Order to a stay of
execution, as permitted under Federal Rules of Bankruptcy Procedure
7062 and 6004(h).
About S-3 Pump Service
S-3 Pump Service, Inc., provider of high-pressure pumping service,
filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No.
16-10383) on March 4, 2016. The petition was signed by Malcolm
H. Sneed, III, the president. Judge Jeffrey P. Norman is assigned
to the case.
The Debtor estimated assets and debt in the range of $10 million
to
$50 million.
Blanchard, Walker, O'Quin & Roberts serves as the Debtor's counsel.
SANDIA RESORTS: Ch. 11 Case Converted to Ch. 7
----------------------------------------------
Judge Robert H. Jacobvitz of the United States Bankruptcy Court for
the District of New Mexico granted the United States Trustee's
amended motion to convert to Chapter 7 the Chapter 11 case
captioned In re: SANDIA RESORTS, INC., Debtor, No. 11-15-11532 JA
(Bankr. D.N.M.).
The debtor, Sandia Resorts, Inc., and creditor NCG, LLC filed
competing plans in the heavily litigated chapter 11 case. Despite
numerous amendments and vigorous litigation, neither plan proponent
was able satisfy Bankruptcy Code section 1129(a)(10)'s confirmation
requirement for an impaired, accepting class of claims. Both
Sandia and NCG stipulated that neither are able to confirm a plan
in the chapter 11 case.
In light of this fact, the UST filed a motion pursuant to 11 U.S.C.
section 1112 requesting that the Court either dismiss the chapter
11 case or convert it to a case under chapter 7. The UST argued
that cause exists under section 1112 for the Court to either
convert or dismiss the case and that dismissal was in the best
interest of the estate and its creditors. Sandia concurred with
the UST on both issues. NCG responded to the motion also
stipulating that cause exists for the Court to either convert or
dismiss the case, but arguing that conversion, not dismissal, is in
the best interest of the estate and its creditors. In its closing
argument, the UST stated that based on the amendments to NCG's
offer to purchase assets of the estate, the UST does not object to
the case being converted to a chapter 7 case.
Considering the interest of all parties in interest as a whole,
Judge Jacobvitz determined that conversion of the Chapter 11 case
to a case under chapter 7 is in the best interest of the estate and
its creditors.
NCG's offer weighed heavily in Judge Jacobvitz's evaluation of
whether conversion or dismissal is in the best interest of the
estate and creditors. The judge found that the offer gives a
Chapter 7 Trustee an option (not available after dismissal) that
could make the case administratively solvent, pay all tax claims,
secured claims (excluding NCG's claim), and priority unsecured
claims in full, and leave funds to make a distribution of 20% or
more on nonpriority unsecured claims. Dismissal provides no safety
net.
A full-text copy of Judge Jacobvitz's December 5, 2016 memorandum
opinion is available at https://is.gd/Z5QfJC from Leagle.com.
Sandia Resorts, Inc, New Mexico Corporation, is represented by:
Stephen C.M. Long, Esq.
8418 Washington St., N.E., Suite A
Albuquerque, NM 87113
Tel: (505)338-4021
Fax: (505)796-5084
Email: steve@nmlawoffices.com
-- and --
Shay Elizabeth Meagle, Esq.
MEAGLE LAW, P.A.
6500 Jefferson St. NE, Ste. 260
Albuquerque, NM 87109-3490
Tel: (505)255-0202
Fax: (505)503-7641
-- and --
Joshua R. Simms, Esq.
JRSPC, LLC
404 San Mateo, NE
Albuquerque, NM 87181-0332
Western Receiver, Trustee & Consulting Services, Ltd., is
represented by:
Nathan C. Sprague, Esq.
Ronald A. Tucker, Esq.
MOSES DUNN FARMER & TUTHILL PC
612 First Street NW
Albuquerque, NM 87125-7047
Tel: (505)843-9440
Email: nathan@moseslaw.com
ron@moseslaw.com
United States Trustee, U.S. Trustee, is represented by:
Leonard K. Martinez-Metzgar, Esq.
OFFICE OF THE UNITED STATES TRUSTEE
421 Gold Avenue SW, Room 112
Albuquerque, NM 87102
Tel: (505)248-6544
Fax: (505)248-6558
About Sandia Resorts
Sandia Resorts, Inc., filed a Chapter 11 petition (Bankr. D.N.M.
Case No. 15-11532) on June 9, 2015. The Debtor was represented by
Joshua R Simms, Esq. At the time of filing, the Debtor had
estimated assets and liabilities of $1 million to $10 million.
Sandia Resorts, Inc., dba America's Best Value Inn Suites, also
filed a prior Chapter 11 petition (Bankr. D.N.M. Case No. 11-13489)
on August 1, 2011, and was represented by Bonnie Bassan Gandarilla,
Esq., at Moore, Berkson & Gandarilla, P.C., in Albuquerque, New
Mexico. At the 2011 filing, the Debtor had estimated assets and
liabilities of $1,000,001 to $10,000,000.
SEARS HOLDINGS: Moody's Lowers Corporate Family Rating to Caa2
--------------------------------------------------------------
Moody's Investors Service downgraded Sears Holdings Corporate
Family Rating to Caa2 from Caa1. Actions on other rated debt
instruments are detailed below. The rating outlook was changed from
negative to stable. The downgrade reflects the accelerating
negative sales performance of Sears' business with comparable sales
falling 12-13% for holiday period compared to the prior year.
"Although Sears has been able to fund its continued cash shortfalls
through planned asset monetization, and additional financings, a
meaningful business turnaround in fiscal 2017 is critical given the
continued reduction of its asset base", said Vice President,
Christina Boni. "We expect operating cash flow to approach a
disappointing loss of $1.5 billion for fiscal 2016."
Downgrades:
Issuer: Sears Holdings Corp.
-- Probability of Default Rating, Downgraded to Caa2-PD from
Caa1-PD
-- Corporate Family Rating, Downgraded to Caa2 from Caa1
-- Multiple Seniority Shelf, Downgraded to (P)Ca from (P)Caa3
-- 1st Lien Senior Secured Term Loan, Downgraded to B1(LGD2) from
Ba3(LGD2)
-- Senior Secured Term Loan, Downgraded to B1(LGD2) from
Ba3(LGD2)
-- Senior Secured Notes, Downgraded to Caa2(LGD4) from Caa1(LGD3)
-- Senior Unsecured Notes, Downgraded to Ca(LGD6) from Caa3(LGD6)
Issuer: Sears Roebuck Acceptance Corp.
-- Senior Unsecured Regular Bond/Debenture, Downgraded to
Caa3(LGD5) from Caa2(LGD5)
Affirmations:
Issuer: Sears Holdings Corp.
-- Speculative Grade Liquidity Rating, Affirmed SGL-3
Issuer: Sears Roebuck Acceptance Corp.
-- Commercial Paper, Affirmed NP
Outlook Actions:
Issuer: Sears Holdings Corp.
-- Outlook, Changed To Stable From Negative
Issuer: Sears Roebuck Acceptance Corp.
-- Outlook, Changed To No Outlook From Negative
RATINGS RATIONALE
Sears' Caa2 rating reflects the company's sizable operating losses
- Domestic Adjusted EBITDA (as defined by Sears) was a loss of $884
million in the latest 12 month period. While the company continues
to take substantial steps to improve its liquidity profile it
remains uncertain if its operational strategies will be sufficient
for its cash burn to approach break-even levels. The Caa2 ratings
also reflects the recent announcements to increase liquidity
through $1 billion in asset divestitures, a $500 million real
estate loan facility, and the sale of its Craftsman brand (for a
value of approximately $900 million), which when completed will
result in a material reduction in its asset base. While Sears will
continue to have sizable assets post its plans, its debts are
significant with approximately $4.3 billion of funded debt as well
as unfunded pension and postretirement obligations of approximately
$2 billion. The ratings also reflect Moody's views on the
uncertainty of the viability of the Kmart franchise in particular
given its meaningful market share erosion. The company's announced
closure of 150 stores (108 Kmart stores and 42 Sears) stores is an
effort to reduce store space and increase productivity.
Although Sears can continue to improve its financial position
through further sales of other brands or additional stores, fewer
assets will be available to mitigate future shortfalls in operating
cash. Sears currently has around 211 unencumbered properties (prior
to its planned $1 billion in asset sales) across the Sears and
Kmart banners which Moody's estimate to have over $2.5 billion in
value and still owns the Kenmore and DieHard brands. Nonetheless,
the company must improve its business performance dramatically to
have a meaningful impact on its high cash burn.
The stable rating outlook reflects Moody's views that the company's
announced plans will generate additional liquidity operate its
business. The stable outlook also considers the company's benign
debt maturity profile with no meaningful debt maturities until 2018
with the exception of the $500 million real estate loan which is
backed by 21 properties due in July 2017.
Ratings could be upgraded if the company meaningfully reduces
operating losses while maintaining an adequate liquidity profile.
Quantitatively ratings could be upgraded if Moody's expected
EBITDA-Cap Ex to interest to sustainably approach 1 times while
maintaining an adequate liquidity profile.
Ratings could be downgraded if the unencumbered asset base
continues to erode while operating losses remained significant.
Ratings could also be downgraded if the company's liquidity were to
weaken, or if probability of default were to otherwise increase.
Headquartered in Hoffman Estates, IL, Sears Holdings Corporation
through its subsidiaries, including Sears, Roebuck and Co. and
Kmart Corporation, operates 1,503 stores in the US along with
websites including sears.com and kmart.com as of October 29th,
2016. LTM domestic revenues are approximately $23.4 billion.
Approximately 50% of Sears Holdings' common stock is held by
entities affiliated with Sears Chairman and CEO Mr. Edward S.
Lampert.
SHRI NATHJI: Disclosure Statement Hearing on March 8
----------------------------------------------------
Judge Robert A. Gordon of the U.S. Bankruptcy Court for the
District of Maryland will convene a hearing on March 8, 2017 at
11:00 a.m. to consider approval of the disclosure statement and
chapter 11 plan filed by Shri Nathji, LLP and Shri Gurukrupa, LLC
filed on Jan. 13, 2017.
Feb. 17, 2017 is fixed as the last day for filing and serving
written objections to the disclosure statement.
About Shri Nathji
Headquartered in Elkridge, Maryland, Shri Nathji, LLP filed for
chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 16-20275)
on Aug. 1, 2016, estimating its total assets at $937,233 and total
liabilities at $1.3 million. The petition was signed by Kirti
Kumar
Bhavsar, managing partner.
About Shri Gurukrupa
Shri Gurukrupa, LLC filed Chapter 11 bankruptcy petition (Bankr.
D.
Md. Case No. 16-21645) on August 30, 2016. The petition was
signed by Biten K Bhavsar, managing member. The case is assigned
to the Hon. James F. Schneider. Tate Russack, Esq., at RLC
Lawyers & Consultants serves as the Debtors' counsel.
Shri Gurukrupa estimated its assets in the range of $0 to $50,000,
and liabilities in the range of $1 million to $10 million.
SIERRA HAMILTON: Moody's Lowers Corporate Family Rating to C
------------------------------------------------------------
Moody's Investors Service downgraded Sierra Hamilton LLC's
Corporate Family Rating (CFR) to C from Caa3, its Probability of
Default Rating to C-PD/LD from Caa3-PD, and its senior secured
rating to C from Caa3. The ratings outlook was changed to stable
from negative.
"The downgrade of Sierra Hamilton's CFR and senior secured notes
ratings reflects the increased likelihood of a near term
restructuring following the company's failure to make its scheduled
December 15, 2016 interest payment within the 30 day grace period,"
noted John Thieroff, Moody's Vice President. "The downgrade also
incorporates Moody's expectation for recovery on the secured notes
of less than 35%." Moody's appended a limited default designation
to Sierra Hamilton's PDR because the missed interest payment is
deemed an event of default. The "LD" designation will be removed
from the PDR within a few days.
Ratings downgraded:
Issuer: Sierra Hamilton LLC
Corporate Family Rating to C from Caa3
Probability of Default Rating to C-PD/LD from Caa3-PD
Senior Secured notes due 2018 to C (LGD5) from Caa3 (LGD4)
The rating outlook is changed to stable from negative.
RATINGS RATIONALE
The C Corporate Family Rating (CFR) reflects Sierra Hamilton's weak
cash flow generation, driven by reduced demand from upstream
exploration & production (E&P) companies, and elevated financial
leverage. The rating also incorporates the heightened potential for
a financial restructuring in the near term following the company's
announcement it had entered into a forbearance agreement with its
secured noteholders resulting from its failure to make its December
15, 2016 interest payment within the 30-day grace period. A
pronounced, protracted downturn in oil prices since late 2014 and
the resulting diminished demand for its services has materially
weakened Sierra Hamilton's credit metrics, such that EBITDA has
been negative for several quarters. While Sierra Hamilton's credit
profile benefits from its negligible maintenance capital
requirements, the company's small scale and high leverage
exacerbate its lack of pricing power.
The company's liquidity profile is weak. The company had
approximately $11 million in cash balances at September 30, 2016,
although that number falls to $4 million when considering the $7
million interest payment it failed to make in December 2016. EBITDA
has been negative for several quarters and is not expected to turn
positive imminently. The undrawn $15 million revolver serves as a
liquidity buffer, but its effective availability is capped at $12
million ($10.5 million factoring letters of credit) since there is
a springing fixed charge covenant in the credit agreement when
availability falls below 20%, which the company cannot comply with.
The company's revolver matures in June 2018 and its $110 million
senior note mature in December 2018. Substantially all of the
company's assets are pledged as collateral for the secured debts
and are largely intangible, leaving little alternative sources of
liquidity.
The stable outlook incorporates the high likelihood of a near-term
restructuring of Sierra Hamilton's secured notes on distressed
terms. Although not expected, ratings could be upgraded if the risk
of restructuring abates or Moody's views of recovery improves.
The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in December 2014.
Sierra Hamilton primarily provides on-site supervision personnel to
oil & gas companies engaged in exploration, drilling, completion
and production. The company is 73% privately owned by Corinthian
Capital Group, LLC and the balance primarily held by members of
management.
SMITH FARM: Unsecureds to be Paid in Full at 1% Interest
--------------------------------------------------------
Smith Farm, LLC, filed with the U.S Bankruptcy Court for District
of Colorado a disclosure statement explaining its plan of
reorganization, which proposes to pay unsecured creditors in full
with interest at 1% per annum.
Under the plan, Class 2 consists of the holders of Allowed
Unsecured Claims. The Debtor estimates total unsecured claims in
Class 2 to be equal to approximately $64,633. The holders of
Allowed Unsecured Claims in Class 2 will be paid in full with
interest at 1% per annum calculated from the Effective Date by
receiving five 5 equal annual payments of approximately $13,317
each with interest distributed on a Pro Rata basis with the first
annual payment of $13,317 with interest due on the first
anniversary of the Effective Date and continuing annually
thereafter for 4 additional annual payments of $13,317 with
interest. Each annual payment will be equal to 1/5 of the total
amount of the allowed unsecured claims.
The Reorganized Debtor will implement its plan as follows:
(a) Upon entry of the Confirmation Order, the Estate's Assets
will be transferred to the Reorganized Debtor.
(b) The Reorganized Debtor will continue to operate its business
following entry of the Confirmation Order.
(c) The Reorganized Debtor will pay creditor classes established
under the plan.
(d) The Reorganized Debtor will pay the holders of allowed
Chapter 11 Administrative Expenses, except for the U.S. Trustee, on
the Effective Date of the plan unless otherwise agreed to between
these parties and the Reorganized Debtor, or as otherwise provided
for in the plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/cob16-21062-62.pdf
Smith Farm, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
D.Colo. Case No. 16-21062) on November 11, 2016. Hon. Joseph G.
Rosania Jr presides over the case. Weinman & Associates, PC
represents the Debtor as counsel.
In its petition, the Debtor estimated $1 million to $10 million
in both assets and liabilities. The petition was signed by Marylu
Smith-Dischner, manager.
SMITHFIELD FOODS: Moody's Rates $1.4BB Unsecured Notes 'Ba2'
------------------------------------------------------------
Moody's Investors Service, Inc. assigned Ba2 ratings to $1.4
billion of senior unsecured notes being issued by Smithfield Foods,
Inc. Net proceeds from the offering will be used to fund the
repayment of most of the company's existing $1.9 billion of
guaranteed senior unsecured notes. Moody's also affirmed existing
ratings of Smithfield, including its Ba2 Corporate Family Rating
(CFR), Ba2-PD Probability of Default Rating, and SGL-1 Speculative
Grade Liquidity rating. Finally, Moody's revised the ratings
outlook for Smithfield to positive from stable.
Smithfield intends to repay through call options and a notes
offering substantially all of the notes that are currently
guaranteed by parent company WH Group Limited (Baa2 stable). The
company plans to refinance the guaranteed notes using proceeds from
the proposed notes offering and a newly arranged $500 million
guaranteed senior unsecured term loan (final terms of this unrated
facility are pending). The proposed notes will not have a parent
guarantee.
RATINGS RATIONALE
Smithfield's Ba2 Corporate Family Rating reflects its large scale
and global leadership in hog production, fresh pork, and
value-added packaged pork products. These strengths are balanced
against high earnings volatility inherent in the protein processing
industry, the company's single-protein concentration and high
exposure to commodity-like products (about 50% of total sales).
Smithfield's ratings are supported by its relatively stable
operating performance and modest financial leverage.
The positive outlook reflects Moody's expectation that Smithfield's
operating performance will remain relatively stable, which, along
with cash interest savings resulting from the proposed refinancing
will provide scope for further reduction in financial leverage. The
positive outlook pertains to Smithfield's stand-alone ratings
only.
Moody's has taken the following rating actions:
Smithfield Foods Inc. and its subsidiaries:
Ratings affirmed:
Corporate Family Rating at Ba2;
Probability of Default Rating at Ba2-PD;
Speculative Grade Liquidity Rating at SGL-1.
Ratings assigned:
Proposed $400 million senior unsecured notes due 2020 at Ba2 (LGD
4);
Proposed $400 million senior unsecured notes due 2022 at Ba2 (LGD
4);
Proposed $600 million senior unsecured notes due 2027 at Ba2 (LGD
4).
The rating outlook was revised to positive from stable.
Smithfield also has arranged a committed $1.0 billion guaranteed
senior unsecured revolving credit facility (final terms pending)
that will replace its existing $1.025 billion inventory-backed
liquidity facility that Moody's does not rate. As a result, upon
consummation of the proposed refinancing transaction, substantially
all of Smithfield's debt instruments will be ranked pari passu.
Since the 2013 leveraged merger with Hong Kong based WH Group,
Smithfield has repaid over $1 billion of debt through solid
earnings and internal cash generation. Earnings growth has been
largely derived from market share gains and increased volumes in
both US packaged meat sales and increased exports to China.
While both domestic and export demand for US pork should remain in
balance with supply in the near term, the potential for
over-expansion of US hog supply remains a key concern. Low feed
prices and expanding slaughter capacity driven by rising US pork
exports have pushed hog production to record levels. This has
depressed US hog prices over the past 18 months and resulted in
heavy operating losses for US hog producers, including in
Smithfield's hog operations.
Based on Moody's expectation for continued overall growth in U.S.
hog supplies in anticipation of future processing capacity
expansion, the rating agency expects that losses in Smithfield's
hog production segment will continue for the foreseeable future.
However, in recent years, losses in Smithfield's hog production
segment have been fully offset by earnings in its expanding fresh
pork business, which includes its growing pork exports. In
addition, the falling hog values have translated into lower input
costs for its highest margin packaged meats segment that is
generating record sales and over 70% of total operating profits.
Thus, as long as the hog production and fresh pork segments are at
least break-even on a combined basis, Smithfield should continue to
grow earnings and cash flow.
An upgrade to the Corporate Family Rating could occur if Moody's
expects that Smithfield is likely to sustain debt/EBITDA below
2.0x. In addition, the company would need to establish a track
record of overall earnings stability before an upgrade would be
considered. The rating could be downgraded if debt/EBITDA is
sustained above 3.0x. Other events that could trigger a downgrade
are partly out of the company's control, including trade
disruptions in key export markets, a disease outbreak or a major
oversupply condition.
The principal methodology used in these ratings was Global Protein
and Agriculture Industry published in May 2013.
Smithfield Foods, Inc., headquartered in Smithfield, Virginia, is
the world's largest pork producer and processor. Annual revenue
approximates $14 billion. Hong Kong-based parent company, WH Group
Limited (formerly, Shuanghui International Holdings Ltd) is an
investment holding company that also controls the largest pork
producer in China (Henan Shuanghui Investment & Development Co.,
Ltd).
STAINLESS SALES: Auction of Equipment Scheduled for February 2
--------------------------------------------------------------
PPL Group ("PPL"), an industrial auction firm, on Jan. 18, 2017,
disclosed that the assets of Stainless Sales Corporation of
Addison, IL will be sold at auction February 2.
Stainless Sales Corporation was founded as a stainless steel
supplier in Ridgefield Park, NJ in 1946 and relocated to Chicago
shortly thereafter. By the mid-1960s, the company developed its
own steel slitting capabilities. In 1982, the company moved into
the Addison, IL facility for central service to North America. In
2009, the company added additional capacity with a new 60" slitter
and an edger, as well as a renovated line for PVC application. In
2014, it added two cut-to-length lines, a 36" line and a 60" line.
Included in the live and online auction will be steel coil slitting
lines, cutting and coating equipment as well as shears, saws,
scales, stretch wrappers, air compressors, material handling
equipment and more. Bidders can register and find further
information at http://www.pplauctions.com/
"Most of the equipment being auctioned will be very recent
machinery," said David Muslin, president of PPL. "The company had
immaculate facilities with a lot of late model equipment."
The assets will be available for inspection and review at three
locations, from 9 am to 4 pm on February 1:
-- 2301 Windsor Court, Unit B in Addison, IL
-- 3301 S. Justine, Chicago, IL
-- 2310 W. 58th Street, Chicago, IL
Theater style bidding for all of the equipment will start at 10:00
a.m. on February 2 at the Windsor Court facility in Addison.
PPL has been retained by the Assignee. The auction is By Order of
Michael J. Eber, not Individually, but Solely as the Assignee for
the Benefit of Creditors of Stainless Sales.
About PPL
PPL Group -- http://www.pplgroupllc.com/-- is a private equity
firm that uses its capital to help businesses in transition. The
Company provides asset management solutions for entire plants,
production lines, groups of assets, and whole companies. PPL's
principals have successfully monetized commercial and industrial
assets for 40 years, conducting more than 250 auctions over the
last five years. PPL works with large corporations to provide the
best possible financial recovery for surplus and idle assets. The
Company works with small and middle-market businesses during
change, turnaround, restructuring, and bankruptcy situations across
a broad range of industries. PPL buys assets outright, guarantees
minimum prices, and also conducts auctions on a commission basis.
PPL creates maximum liquidity by structuring innovative turnkey and
going concern sales transactions. PPL is headquartered in
Northbrook, IL.
SUCCESS INC: BNY to be Paid Over 20 Years at 5% Per Annum
---------------------------------------------------------
Success Inc. filed with the U.S. Bankruptcy Court for the District
of Connecticut an amended disclosure statement to accompany its
amended plan of reorganization, a full-text copy of which is
available at:
http://bankrupt.com/misc/ctb16-50884-120.pdf
Class 4, allowed secured claim of Bank of New York Mellon, is
impaired. The claims will be paid in monthly payments commencing
the month after the Effective Date of the Plan in an amount
reamortized over a 20-year period at an interest rate of 5% per
annum with the entire unpaid principal balance due and payable on
the fifth anniversary of the Effective Date of the Plan. Until
paid, it will retain its lien.
Class 11, unsecured creditors, is impaired under the plan. 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.
Unsecured creditors were previously classified in Class 12 under
the original plan.
The Company has sought determinations from the Court as to the
secured status of the liens on its real estate. As a result of the
court orders entered regarding the secured status of liens on its
properties, the Debtor has been able to treat many claims under
this Plan as unsecured and has reduced its payment obligations to
secured creditors. The Debtor seeks to enter into four one-year
written lease agreements with tenants on the Success Property.
These leases provide for aggregate monthly rental payments in the
amount of $6,500.
In addition, upon zoning approval, the second and third floor of
the Success Property will be converted to up to 14 residential
apartment units. The Debtor estimates that the construction and
zoning approval costs for the conversion will be in excess of
$100,000. The Debtor anticipates filing its zoning documents within
60 days of the Effective Date of the Plan with both the City of
Bridgeport and Town of Stratford and that the zoning approval
process will require six to twelve months.
The Debtor anticipates that after the Success Property is converted
to mixed residential/commercial use it will become more marketable
for new financing providing the Company with additional funds to
make Plan payments. Upon receipt of the anticipated additional
rental income from the Success Property, the Debtor shall increase
monthly principal payments to AE Peleus LLC by an amount equal to
70% of the net increased rental income from residential tenants of
the Success Property up to a total monthly payment of $10,000 per
month. The funding for the construction and development of the
Success Property will be a capital infusion from the Equity Holder
to fund construction costs of the project and payments due
unsecured creditors and administrative claimants pursuant to the
Plan.
The Patricia Lane property is the subject of an ongoing dispute
with the Town of Stratford seeking approval to develop the parcel
as a four lot subdivision. The Debtor and prior 21 owners of the
Patricia Lane property since 2010 have been repeatedly denied
subdivision approval of the property based on a wetlands regulation
even though a 2009 owner of the property had obtained wetlands
approval for a four lot subdivision. The Debtor commenced an action
in September, 2016 in Connecticut Superior Court against the Town
of Stratford. The Debtor anticipates that the subdivision approval
will be obtained and the Patricia Lane property will be sold within
3 years of the Effective Date of the Plan. The Debtor has
negotiated written one-year lease agreements with the tenants at
the Whippoorwill and James Farm properties pursuant to which the
tenants will be responsible for all utility costs except water. The
Debtor believes that 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.
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.
TECK RESOURCES: Moody's Hikes Corporate Family Rating to Ba3
------------------------------------------------------------
Moody's Investors Service upgraded Teck Resources Limited's
Corporate Family (CFR) rating to Ba3 from B1, Probability of
Default Rating to Ba3-PD from B1-PD; guaranteed senior unsecured
note ratings to Ba2 from Ba3 and senior unsecured notes (not
guaranteed) rating to B1 from B3. Teck's Speculative Grade
Liquidity Rating was affirmed at SGL-2. The rating outlook has been
changed to positive from stable.
"Teck's ratings have been upgraded because Moody's outlook for
their products has improved and the company is expected to use its
cash flow to reduce debt", said Jamie Koutsoukis, Moody's Vice
President, Senior Analyst.
Issuer: Teck Resources Limited
Upgrades:
-- Probability of Default Rating, Upgraded to Ba3-PD from B1-PD
-- Corporate Family Rating, Upgraded to Ba3 from B1
-- Senior Unsecured Notes, Upgraded to B1(LGD5) from B3(LGD5)
-- Guaranteed Senior Unsecured Notes, Upgraded to Ba2(LGD2) from
Ba3(LGD3)
Affirmations:
-- Speculative Grade Liquidity Rating, Affirmed SGL-2
Outlook Actions:
-- Outlook, Changed to Positive from Stable
RATINGS RATIONALE
Teck's Ba3 corporate family rating reflects its exposure to
volatile commodity prices (metallurgical coal, copper and zinc)
which can cause large swings in leverage and cash flow, good
liquidity, low geopolitical risk, scale and diversity, as well as a
good average cost position. Metallurgical (met) coal has been
extremely volatile over the past few months, but is expected to
come down from recent highs, while both copper and zinc have shown
strength. It is possible the company will generate about $2 billion
in free cash flow in 2017 and $800 million in 2018, using Moody's
price assumptions, and Moody's expects Teck will reduce debt by
about $1 billion. Cash flow is also increasing in part because
Teck's $3 billion investment in the Fort Hills oil sands project
over the last few years is expected to be completed in early 2018.
Moody's estimates that adjusted debt/EBITDA may approximate 2.5x by
the end of 2018 (4.2x at Sept16), although it could approach 6x
under Moody's stress price assumptions. The recent rise in met coal
pricing provides strong cash flow to Teck currently, but it
highlights the difficulty of estimating future prices, which is
credit negative as the company can see large swings in EBITDA and
cash flow generation.
Teck's liquidity is good (SGL-2). Sources of liquidity include cash
of C$690 million at October 26, 2016 pro forma its debt
repurchases, $3 billion of unused revolvers and C$2 billion in
expected free cash flow in 2017 using Moody's pricing assumptions.
The company has no material debt maturities through 2020 following
its second quarter 2016 bond offering and tender offer. Teck's
credit facilities consist of its US$1.2 billion facility of which
$200 million matures in June 2017 and the remainder matures in June
2019 (US$975 million drawn for letters of credit) and US$3 billion
which matures in 2020 (undrawn). Moody's expects that Teck will
maintain ample cushion to its maximum 50% Debt/Capitalization debt
covenant (34% at September 30, 2016).
The positive outlook reflects Moody's expectation that leverage may
decline towards 2.5x, although much depends on future commodity
prices and the expected $1 billion reduction in debt.
An upgrade to Ba2 would be considered if the dynamics of the met
coal market were to show more stability, adjusted Debt/EBITDA is
likely to be sustained under 3x, (CFO-Dividends)/Debt will likely
be sustained above 20%, and the company maintains its good
liquidity.
Teck's rating could be downgraded to B1 if the company were to
releverage, where Debt/EBITDA is likely to be sustained above 4x. A
downgrade could also occur is if the company were to return to
generating material negative free cash flow and resultantly weaken
its liquidity profile.
Headquartered in Vancouver, British Columbia, Canada, Teck
Resources is a diversified mining company with assets in Canada,
the U.S., Peru and Chile. The company is a leading producer of
metallurgical coal, operates one of the world's largest zinc mines
(Red Dog in Alaska) and also produces a meaningful amount of
copper. Revenues for the last 12 trailing months ending Sept 30,
2016 were C$7.9 billion.
TIAT CORPORATION: Court Allows SBNV's Secured Claim for $1.956-Mil.
-------------------------------------------------------------------
Judge Robert E. Nugent of the United States Bankruptcy Court for
the District of Kansas allowed SBNV's secured claim in the amount
of $1,956,000 against Tiat Corporation.
TIAT Corporation operates the Inn at Tallgrass, an extended-stay
hotel that is encumbered by a mortgage securing SBNV's non-recourse
claim filed in the amount of $4,596,648.50. SBNV filed a motion
for valuation under Fed. R. Bankr. P. 3012, proposing values up to
$5.33 million. In its plan, TIAT proposed a value of $2,161,761.
Neither proposal values the Inn in light of its anticipated use or
disposition given its condition, historical performance, its
competitive disadvantages, and the current local hotel market.
SBNV's appraisal relies on speculative assumption and optimistic
projections. TIAT's report contains several calculation errors and
relies on 10-month-old historical data.
After reviewing all the evidence, Judge Nugent concluded that the
mode of valuation that best reflects what section 506(a) requires
is a direct capitalization of the trailing 12 months' net operating
income, as adjusted for average historical operating expenses, at a
capitalization rate of 10.8 percent. That yields a value for the
Inn at Tallgrass of $1,956,000 for plan confirmation purposes. The
judge held that SBNV's secured claim should be allowed in that
amount.
A full-text copy of Judge Nugent's January 13, 2017 opinion is
available at:
http://bankrupt.com/misc/ksb16-10764-214.pdf
About TIAT Corporation
TIAT Corporation dba The Inn at Tallgrass --
http://www.theinnattallgrass.com/-- is a corporation that operates
an 88-room hotel in located in Wichita, Kansas, called The Inn at
Tallgrass.
The hotel owner filed a Chapter 11 petition (Bank. D. Kan. Case
No. 16-10764) on April 29, 2016, and is represented by Mark J.
Lazzo, Esq., in Wichita. At the time of the filing, the Debtor
disclosed $2.25 million in assets and debts totaling $6.46 million.
TPP ACQUISITION: Files Chapter 11 Liquidation Plan
--------------------------------------------------
TPP Acquisition, Inc., d/b/a The Picture People and the Official
Committee of Unsecured Creditors filed with the U.S. Bankruptcy
Court for the Northern District of Texas a disclosure statement in
support of the Debtor's joint plan of liquidation.
The Plan provides that the Debtor's remaining assets, consisting
primarily of various causes of actions, will be transferred to the
Liquidation Trust. The Liquidation Trustee will oversee the
liquidation of the remaining assets, including the litigation of
causes of action transferred to the Liquidation Trust. The net
proceeds generated by the liquidation of all such assets will be
distributed to Creditors pursuant to the Plan.
Under the Plan, the Debtor anticipates that Allowed Administrative
Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax
Claims, and Allowed Secured Claims will be paid in full to the
extent that any such Claims exist. The Estate assets that remain
after satisfaction of Allowed Administrative Claims, Allowed
Priority Tax Claims, Allowed Priority Non-Tax Claims, Allowed
Secured Claims, and the costs and expenses incurred by the
Liquidation Trustee and/or the Liquidation Trust in connection with
the administration of the Liquidation Trust will be distributed to
the Holders of General Unsecured Claims through the Liquidation
Trust.
Holders of Interests will not receive any distribution under the
Plan, and all Interests in the Debtor will be canceled and
extinguished.
On the Effective Date, all of the assets of the Debtor and the
Estate existing as of the Effective Date, shall be transferred and
become vested in the Liquidation Trust pursuant to and in
accordance with the terms of the Plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txnb16-33437-11-435.pdf
About TPP Acquisition
TPP Acquisition, Inc., doing business as The Picture People, filed
a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-33437-hdh-11)
on Sept. 2, 2016. The Debtor is represented by Robert D.
Albergotti, Esq., Ian T. Peck, Esq., and Jarom J. Yates, Esq., at
Haynes and Boone, LLP.
The petition was signed by Stuart Noyes, chief restructuring
officer. The case is assigned to Judge Harlin DeWayne
Hale. At
the time of filing, the Debtor estimated assets at $10 million to
$50 million and liabilities at $50 million to $100 million.
The Debtor's Restructuring Advisor is Winter Harbor LLC; the
Debtor's Investment Banker is SSG Advisors, LLC; and its Claims &
Noticing Agent is Kurtzman Carson Consultants LLC.
U.S. Trustee William T. Neary on Sept. 13, 2016, appointed nine
creditors to serve on the official committee of unsecured
creditors
of TPP Acquisition, Inc. The committee members are: (1) W. B.
Mason Company, Inc.; (2) Identity Management Consultants, LLC; (3)
AAA Imaging Solutions; (4) Noritsu America Corporation; (5) Urban
Retail Properties, LLC; (6) GGP Limited Partnership; (7) MFA
Contemporary Atelier, Inc. dba Gemline Frame Company; (8) DFM
Print
Pak; and (9) Simon Property Group, Inc.
The Committee is represented by Gruber Elrod Johansen Hail Shank
LLP.
TRIGEE FOUNDATION: Bid for Judge Teel to Recuse Denied
------------------------------------------------------
Judge S. Martin Teel, Jr., of the United States Bankruptcy Court,
District of Columbia denied the debtor's motion seeking the judge's
recusal from the case captioned In re TRIGEE FOUNDATION, INC.,
Chapter 11, Debtor, Case No. 12-00624 (Bankr. D.C.).
Invoking 28 U.S.C. section 455(a) and section 455(b)(1), the debtor
sought to have Judge Teel recuse himself from hearing the case and
the related adversary proceeding that asserts malpractice claims
against the debtor's former attorneys, Jeffrey M. Sherman and
Lerch, Early & Brewer, Chtd.
The debtor contended that Judge Teel's personal knowledge of what
transpired in the bankruptcy case is a basis for him to recuse.
Judge Teel pointed out that the Bankruptcy Court sits as a court of
record and thus, any knowledge that the judge has acquired
regarding the conduct of the attorneys in the bankruptcy case was a
matter of public record, and not "personal knowledge" of "disputed
evidentiary facts" for purposes of section 455(b)(1).
The debtor also pointed to a comment the judge made at a hearing as
allegedly showing that his impartiality might be questioned. Judge
Teel held that the remark he made at a hearing that the debtor
points to does not establish a need for the judge to recuse.
Further, the judge noted that there has been no allegation of bias
or prejudice based upon an extrajudical source, so section
455(b)(1) cannot apply.
The debtor also raised Judge Teel's having nominated Sherman for an
award regarding his working on establishing the Bankruptcy
Assistance Center (which provides legal advice to unrepresented
parties in bankruptcy matters) and having recognized Sherman for
his work on the court's Advisory Committee on Local Bankruptcy
Rules. Judge Teel explained that, objectively considered, these
were not acts that a reasonable person would find indicate that the
judge harbored a bias in favor of Sherman or against the debtor in
the bankruptcy case and the adversary proceeding or a bias
regarding a particular legal claim or theory asserted in the
bankruptcy case or the adversary proceeding such as to require
recusal under section 455(a) or section 455(b)(1).
A full-text copy of Judge Teel's December 21, 2016 memorandum
decision is available at https://is.gd/VtdKKo from Leagle.com.
Trigee Foundation Inc, Debtor In Possession, is represented by:
Geoffrey H. Genth, Esq.
KRAMON & GRAHAM, P.A.
One South Street, Suite 2600
Baltimore, MD 21202
Tel: (410)752-6030
Fax: (410)539-1269
Email: ggenth@kg-law.com
-- and --
Jeffrey M. Orenstein, Esq.
GOREN, WOLFF & ORENSTEIN, LLC
15245 Shady Grove Road, Suite 465
North Lobby
Rockville, MD 20850
Tel: (240)670-4991
-- and --
Jeffrey M. Sherman, Esq.
LAW OFFICES OF JEFFREY M. SHERMAN
1600 N. Oak Street, #1826
Arlington, VA 22209
Tel: (703)855-7394
Email: jeffreymsherman@gmail.com
-- and --
Douglas R. Smith, Esq.
WHITWORTHSMITH, LLC
2140 Priest Bridge CT STE #6
Crofton, MD 21114
U. S. Trustee for Region Four, U.S. Trustee, is represented by:
Joseph A. Guzinski, Esq.
U.S. TRUSTEE'S OFFICE
115 South Union Street, Plaza Level, Suite 210
Alexandria, VA 22314
Tel: (703)557-7176
Fax: (703)557-7279
About Trigee Foundation
Washington, DC-based Trigee Foundation Inc. -- dba Minnesota
Terrace Apartments, ta Oasis Realty Service -- sought Chapter 11
protection (Bankr. D.D.C. Case No. 12-00624) on Sept. 13, 2012.
The case is a "single asset real estate" case. Judge S. Martin
Teel, Jr. oversees the case. Jeffrey M. Sherman, Esq. --
jmsherman@lerchearly.com -- at Lerch, Early & Brewer, serves as
the Debtor's counsel. In its petition, the Debtor estimated under
$10 million in both assets and debts. The petition was signed by
Johnnie Mae Durant.
TRINITY TEMPLE: Unsecureds to Get 9%-100% Plus 1%, in 84 Months
---------------------------------------------------------------
The Trinity Temple Church of God in Christ, Inc., filed with the
U.S. Bankruptcy Court for the District of Connecticut its first
amended disclosure statement for their first amended plan of
reorganization.
Class 14 consists of the general unsecured creditors. Allowed
General Unsecured Claims will be paid, between 9% and 100% of their
Allowed Claims, in equal monthly installments between 12 and 84
months from the Effective Date, with interest at the Prime Rate as
of the Confirmation Date, plus 1%. The amount distributed to
General Unsecured Claims depends on whether certain disputed claims
are allowed.
Under the original plan, Class 14 General Unsecured Creditors will
be paid, in full, in equal monthly installments over 36 months from
the Effective Date, with interest at the prime rate as of the
Confirmation Date, plus 1%.
The Debtor intends to use operating income, contributions from the
Support Fund, grants, and rental income to fund the Plan. The
Debtor is actively seeking to refinance the Church Property and
will use proceeds from a successful refinance to fund the Plan.
Additionally, if the Bank of New York (BNY) accepts the BNY
Resolution, the Debtor will use the proceeds therefrom ($10,000) to
fund the Plan.
The Amended Disclosure Statement is available at:
http://bankrupt.com/misc/ctb16-30714-133.pdf
About Trinity Temple Church of God in Christ
The Trinity Temple Church of God in Christ, Inc., is a
historically
African American church located in New Haven, Connecticut. The
Debtor has been in existence for more than 75 years and is an
important local religious institution, providing a house of
worship
to over 250 members. The Church is a member of Church of God in
Christ, a Pentecostal Christian denomination with more than six
million members. The principal pastor at the church is Reverend
Charles H. Brewer, III. Reverend Brewer is also aided by his
father, Bishop Charles H. Brewer, Jr. Bishop Brewer's father was
the founding pastor of the church. In addition to its core
religious functions, the Church provides charitable services like
a
food pantry, assistance with rent and grocery stabilization, and
aid with medical costs of indigent community members.
The Debtor filed a Chapter 11 petition (Bankr. D. Conn. Case No.
16-30714) on May 5, 2016. The petition was signed by Charles H.
Brewer, III, president.
The Debtor is represented by Jeffrey M. Sklarz, Esq., at Green &
Sklarz LLC. The case is assigned to Judge Julie A. Manning.
The Debtor estimated both assets and liabilities in the range of
$1
million to $10 million.
ULTRA PETROLEUM: HoldCo Note Holders to Get 36.2% Common Stock
--------------------------------------------------------------
Ultra Petroleum Corp. filed with the U.S. Bankruptcy Court for the
Southern District of Texas a disclosure statement with respect to
its first amended joint chapter 11 plan of reorganization, dated
Dec. 6, 2016.
Under the Plan, the Settlement Plan Value of the Ultra Entities
will be $6.0 billion; provided, that if the average closing price
of the 12-month forward Henry Hub natural gas strip price during
the 7 trading days preceding the commencement of the Rights
Offering solicitation is: (i) greater than $3.65/MMBtu, the Plan
Value will be $6.25 billion; or (ii) less than $3.25/MMBtu, the
Plan Value will be $5.5 billion.
Assuming a Settlement Plan Value of $6 billion, holders of Allowed
HoldCo Note Claims will each receive their Pro Rata share of 36.2
percent of the New Common Stock on the Effective Date, subject to
adjustment as provided in the Plan if the Settlement Plan Value is
$6.25 billion or $5.5 billion, and subject to dilution on account
of the Management Incentive Plan, and the right to participate in
the Rights Offering for 16.1 percent of the New Common Stock,
exclusive of New Common Stock issued on account of the Commitment
Premium and subject to dilution on account of the Management
Incentive Plan.
All Other Existing HoldCo Equity Interests will be canceled and of
no further force and effect, and the holders thereof shall not
receive or retain any distribution on account of their Other
Existing HoldCo Equity Interests.
In short, the Plan Support Agreement and the Plan provide the
Debtors with the resources and flexibility to maximize the value of
the Estates. In addition, the compromises and settlements embodied
therein, and to be implemented pursuant to the Plan, preserve value
and avoid potential litigation with the Equityholder Committee and
HoldCo Noteholder Committee over potential recoveries.
Certain members of the Equityholder Committee and HoldCo Noteholder
Committee have elected to enter into the Plan Support Agreement
with the Debtors and to backstop the Rights Offering. As of the
date hereof, holders of more than 66 percent in principal of HoldCo
Note Claims and more than 55 percent of Existing HoldCo Equity
Interests have agreed to support the restructuring contemplated by
the Plan Support Agreement and Plan.
In addition, Rockies Express Pipeline LLC -- which will have an
Allowed General Unsecured Claim in the amount of $150,000,000,
which Claim will be treated as an Allowed Class 9 Claim (OpCo Trade
General Unsecured Claims) for purposes of the Plan -- as well as
Pinedale Corridor L.P., lessor of a liquids gathering system used
by the Debtors in Pinedale field, support the Plan.
Under the original Plan, Rockies Express and Pinedale Corridor were
not identified as supporters of the Plan.
The Debtors intend to fund distributions under the Plan with: (a)
the Debtors' Cash on hand; (b) Reorganized HoldCo's issuance of
the
New Common Stock; (c) Reorganized OpCo's issuance of the New OpCo
Notes and Additional New OpCo Notes, if any; and (d) the proceeds
of the Rights Offering.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txsb16-32202-958.pdf
About Ultra Petroleum
Houston, Texas-based Ultra Petroleum Corp. (OTC Pink Marketplace:
"UPLMQ") is an independent oil and gas company engaged in the
development, production, operation, exploration and acquisition of
oil and natural gas properties.
On April 29, 2016, Ultra Petroleum Corp. and seven subsidiary
companies filed petitions (Bankr. S.D. Tex.) seeking relief under
chapter 11 of the United States Bankruptcy Code. The Debtors'
cases have been assigned to Judge Marvin Isgur. These cases are
being jointly administered for procedural purposes, with all
pleadings filed in these cases will be maintained on the case
docket for Ultra Petroleum Corp. Case No. 16-32202.
Ultra Petroleum disclosed total assets of $1.28 billion and total
liabilities of $3.91 billion as of March 31, 2016.
James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B.
Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce,
Esq., at Kirkland & Ellis LLP; and Patricia B. Tomasco, Esq.,
Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at Jackson
Walker, L.L.P., serve as co-counsel to the Debtors. Rothschild Inc.
serves as the Debtors' investment banker; Petrie Partners serves as
their investment banker; and Epiq Bankruptcy Solutions, LLC, serves
as claims and noticing agent.
The Office of the U.S. Trustee has appointed seven creditors of
Ultra Petroleum Corp. to serve on an Official Committee of
Unsecured Creditors. The Committee tapped Weil, Gotshal & Manges
LLP as its legal counsel; Opportune LLP as advisor; and PJT
Partners LP as its financial advisor.
WRIGHTWOOD GUEST: Bid to Dismiss Settlement Appeals Granted
-----------------------------------------------------------
Judge Michael W. Fitzgerald of the United States District Court for
the Central District of California granted Chapter 11 Trustee and
Appellee Richard J. Laski's Motion to Dismiss Consolidated
Bankruptcy Appeals in the case captioned In Re: WRIGHTWOOD GUEST
RANCH, LLC, Debtor, Case No. EDCV 16-1768-MWF (C.D. Cal.).
In August 2015, an involuntary bankruptcy petition was filed
against the debtor, Wrightwood Guest Ranch, LLC. The appointed
Trustee determined after reviewing Wrightwood's assets that a sale
of the property was in the best interest of Wrightwood's estate and
creditors. On June 28, 2016, the Trustee filed a motion in the
bankruptcy court to have the proper sale authorized. One day
later, the Trustee reached a settlement with the principal secured
creditor, GreenLake Real Estate Fund LLC, and filed a motion to
have the settlement approved by the bankruptcy court.
Several parties filed written oppositions to the Trustee's motion
to have the settlement approved: the Official Committee of
Unsecured Creditors, Richard and July Hallett, and SWG, Inc. The
bankruptcy court held multiple hearings on July 19, 2016, regarding
the property sale. At one of those hearings, an attorney from Reid
& Hellyer, APC made an appearance on behalf of the Committee of
Creditors. An attorney for the law firm Walter Wilhelm Bauer (WWB)
appeared telephonically on behalf of Wrightwood. The bankruptcy
court granted the sale motion and the motion seeking to have the
settlement approved pursuant to Federal Rule of Bankruptcy 9019.
The settlement order was entered on August 5, 2016.
On August 16, 2016, Reid & Hellyer filed a timely appeal of the
settlement order. WWB also filed a timely appeal of the settlement
order on August 24, 2016. The district court consolidated the two
appeals on September 22, 2016.
On August 30, 2016, the bankruptcy court entered a sale order,
approving the sale of the bankruptcy estate's interest in 300 acres
of real property, pursuant to the settlement agreement. No party
appealed the sale order, and the sale of the property closed on
September 9, 2016.
On September 28, 2016, the Trustee moved to dismiss the
consolidated appeals for two reasons: (1) the appellants lack
standing to appeal the settlement order and (2) the consolidated
appeals are moot.
Judge Fitzgerald granted the Trustee's motion. The judge found
that each appellant's failure to object on the record and on its
own behalf deprives them of standing to appeal the bankruptcy
court's decision. The judge also found, as an independent ground
for dismissal, that the appeals are moot because the appellants
failed to seek a stay of the bankruptcy court's orders prior to
appealing.
A full-text copy of Judge Fitzgerald's December 7, 2016 order is
available at https://is.gd/FuR5bE from Leagle.com.
In re Wrightwood Guest Ranch, LLC is represented by:
Riley C. Walter, Esq.
WALTER AND WILHELM LAW GROUP
The Tower
205 E. River Park Circle, Suite 410
Fresno, CA 93720
Tel: (559)435-9800
Email: rileywalter@w2blaw.com
Reid and Hellyer, APC is represented by:
Douglas A. Plazak, Esq.
Scott Talkov, Esq.
REID AND HELLYER, APC
3880 Lemon Street, Fifth Floor
Riverside, CA 92501
Tel: (951)682-1771
Fax: (951)686-2415
Email: dplazak@rhlaw.com
stalkov@rhlaw.com
Walter Wilhelm Bauer is represented by:
Matthew Peter Bunting, Esq.
LAW OFFICE OF MATTHEW P BUNTING
2501 W Shaw Ave Ste 119
Fresno, CA 93711-3307
Tel: (559)226-4030
Fax: (559)226-4148
Email: mpbuntinglaw@gmail.com
-- and --
Riley C. Walter, Esq.
WALTER AND WILHELM LAW GROUP
The Tower
205 E. River Park Circle, Suite 410
Fresno, CA 93720
Tel: (559)435-9800
Email: rileywalter@w2blaw.com
Richard J. Laski and Arent Fox LLP are represented by:
Aram Ordubegian, Esq.
Moriah Douglas Flahaut, Esq.
ARENT FOX LLP
555 West Fifth Street, 48th Floor
Los Angeles, CA 90013
Tel: (213)629-7400
Fax: (213)629-7401
Email: aram.ordubegian@arentfox.com
douglas.flahaut@arentfox.com
About Wrightwood Guest Ranch
Wrightwood Guest Ranch LLC, a California limited liability company,
provides recreational services such as Snow Play, Zip Line,
endurance races, logging and other outdoor events at a 300-acre
property it owns in Wrightwood area of Los Angeles County. WGR
also operates a wedding and special event center at a 2.45-acre
property at Wrightwood area.
WGR is 60% owned by Richard and Judy Halllett and 40% owned by GREF
WGR I, LLC, an affiliate of secured creditor GreenLake Real Estate
Fund, LLC. WGR owns 100% of the interests in Wrightwood Guest
Ranch Holdings, LLC, which in turns owns 100% of the interests in
Wrightwood Canopy Tours, LC.
Being concerned about GreenLake's threat of foreclosure, unsecured
creditors Masterpiece Marketing, Larry Rundle, and Snyder
Dorenfeld, filed an involuntary petition against Wrightwood Guest
Ranch LLC (Bankr. C.D. Cal. Case No. 15-17799) on Aug. 5, 2015.
The Petitioners' counsel is Douglas A Plazak, Esq., at Reid &
Hellyer, APC, in Riverside, California.
The Bankruptcy Court on Aug. 31, 2015, granted Wrightwood Guest
Ranch's request for relief under Chapter 11 and vacated the
Involuntary Petition filed against the Debtor.
The case is assigned to Judge Scott C. Clarkson.
The Debtor tapped Walter & Wilhelm Law Group as bankruptcy counsel;
Hall & Company as accountants; and Baker, Manock & Jensen as
special counsel.
* * *
The Debtor filed a proposed Plan and Disclosure Statement on
Oct. 26, 2015. On Dec. 4, 2014, it filed an amended Plan and
Disclosure Statement. Under the Plan, the Debtor intends to pay
unsecured creditors 100 percent of their allowed claims, together
with interest at a rate of 1.5 percent. Part of the creditor
payments will be made in semi-annual installments over the course
of the next 60 months; the remainder will be paid "with a balloon
payment due at the end of the sixtieth month following the
Effective Date."
XTREME POWER: Court Narrows Claims vs. Directors
------------------------------------------------
In the adversary proceeding captioned, XTREME POWER PLAN TRUST, by
and through Angelo DeCaro, Jr., Trustee Plaintiff, v. WALTER
SCHINDLER; H. HENRY HABICHT; LEE TASHJIAN; ALAN GOTCHER; UMESH
PADVAL; PAT WOOD III; FOSTER DUNCAN; and SAIL CAPITAL PARTNERS,
LLC, Defendants, Adversary No. 16-01004-HCM (Bankr. W.D. Tex.),
Judge H. Christopher Mott of the United States Bankruptcy Court for
the Western District of Texas, Austin Division, dismissed all
claims in the amended complaint and dismissed all defendants,
except for the breach of the duty of loyalty claims in Count 1
against the director defendants, Walter Schindler, H. Henry
Habicht, Foster Duncan, and Alan Gotcher.
Following the sale of substantially all assets under 11 U.S.C.
section 363, Xtreme Power Inc. and its two subsidiaries, Xtreme
Power Systems, LLC and Xtreme Power Grove, LLC, filed a Second
Amended Joint Chapter 11 Plan of Liquidation. In accordance with
the terms of a Mediated Settlement Agreement dated September 29,
2014, the Second Amended Plan created a Plan Trust to pursue
Xtreme's remaining causes of action for the benefit of creditors.
The Second Amended Plan also named a Plan Trustee with the
authority and standing to pursue, among other actions, any
litigation claim relating to alleged misconduct of the officers and
directors of Xtreme. The Court confirmed the Second Amended Plan
on February 11, 2015. The Second Amended Plan became effective on
February 26, 2015.
The Plan Trustee then commenced adversary proceeding no. 16-01004
on January 19, 2016. The complaint named all seven of the former
members of Xtreme's Board of Directors as well as SAIL Capital
Partners, LLC as defendants. The seven board members that were
sued individually as director defendants are: Schindler, Habicht,
Duncan, Gotcher, Lee Tashjian, Umesh Padval, and Pat Wood III.
SAIL was also sued in its capacity as a shareholder of Xtreme.
The Plan Trustee then filed an amended complaint on May 31, 2016.
As before, the amended complaint asserted various causes of action
against the defendants, including breach of fiduciary duties,
aiding and abetting, and civil conspiracy. Additionally, as in the
original complaint, the amended complaint contained several
miscellaneous allegations, such as inapplicability of the business
judgment rule, alter ego, and agency.
The director defendants filed a motion to dismiss the amended
complaint on June 23, 2016. SAIL also filed a motion to dismiss
the amended complaint. Both motions sought dismissal under Rule
12(b)(6) for failure by the Plan Trustee to state a claim.
Additionally, both motions challenged the Plan Trustee's right to
relief in light of the business judgment rule and the exculpatory
provision contained in Xtreme's Certificate of Incorporation.
Count 1 of the amended complaint is based on the alleged "breach of
fiduciary duty and gross negligence" owed to Xtreme by all the
defendants, including alleged breaches of the duties of loyalty,
good faith, and care. In this count, the Plan Trustee claimed
self-dealing, bad faith, and gross negligence by the defendants.
Count 2 of the amended complaint alleged a claim for civil
conspiracy against the director defendants and SAIL. Count 2
alleged that both the director defendants and SAIL conspired to
cause the breaches of fiduciary duties complained of in Count 1.
Judge Mott held that due to the deferential standard of Rule
12(b)(6) of the Federal Rules of Civil Procedure, the Plan Trustee
may continue to pursue a claim against four of the eight defendants
(Schindler, Habicht, Duncan, and Gotcher) for breach of the duty of
loyalty only. The judge held that the remainder of the amended
complaint skates on such thin ice that it must be dismissed under
Rule 12(b)(6). As a result, Judge Mott concluded that all claims
by the Plan Trustee against four of the eight defendants (Tashjian,
Padval, Wood, and SAIL) must be dismissed.
Further, Judge Mott did not grant the Plan Trustee leave to amend
the amended complaint (for a second time) to attempt to make
plausible those claims dismissed, because a comparison between the
original complaint and the amended complaint filed by the Plan
Trustee shows that only minor changes were made by the Plan Trustee
to its allegations. As a result, Judge Mott concluded that
granting the Plan Trustee further leave to amend would be futile
and result in continued undue delay.
The bankruptcy case is IN RE: XTREME POWER INC., et al., (Chapter
11) Debtors, Case No. 14-10096-HCM (Bankr. W.D. Tex.).
A full-text copy of Judge Mott's December 22, 2016 opinion is
available at https://is.gd/HPPPNc from Leagle.com.
Xtreme Power Inc. is represented by:
Nathaniel Peter Holzer, Esq.
Shelby A. Jordan, Esq.
JORDAN HYDEN WOMBLE CULBRETH & HOLZE, PC
500 N. Shoreline Blvd. Suite 900
Corpus Christi, TX 78401
Tel: (361)884-5678
Fax: (361)888-5555
Email: pholzer@jhwclaw.com
sjordan@jhwclaw.com
Sail Capital Partners LLC is represented by:
Sara Wilder Clark, Esq.
SCOTT DOUGLASS & MCCONNICO LLP
303 Colorado Street, Suite 2400
Austin, TX 78701
Tel: (512)495-6300
Fax: (512)495-6399
Email: sclark@scottdoug.com
XTreme Power Plan Trust, Trustee, is represented by:
Christopher G. Bradley, Esq.
Mark Curtis Taylor, Esq.
WALLER LANSDEN DORTCH & DAVIS LLP
100 Congress Avenue, Suite 1800
Austin, TX 78701
Tel: (512)685-6400
Fax: (512)685-6417
Email: mark.taylor@wallerlaw.com
About Xtreme Power
Founded in November 2006, Xtreme Power Inc. and its affiliates
designed, installed, and monitored energy storage and power
management systems. Xtreme Power was headquartered in Kyle,
Texas, with operations throughout the U.S.
Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014. Judge Christopher H. Mott presides over
the case.
The Debtors have tapped Shelby A. Jordan, Esq., at Jordan, Hyden,
Womble, Culbreth & Holzer, P.C., as bankruptcy counsel. The
Debtors engaged Gordian Group, LLC, as investment banker and
financial advisor. In addition, Baker Botts LP is serving as
special counsel for transactions; Bracewell & Giuliani LLP is
special counsel for certain litigation matters; Griggs & Spivey is
special Counsel for the ECI litigation; Fish & Richardson P.C. is
special counsel for patents and trademarks; and The Wenmohs Group
has been tapped to analyze and
prepare tax returns and other related accounting services.
Debtor Power Inc. scheduled $7.00 million in total assets and
$65.7 million in total liabilities. Debtor Power Grove scheduled
$5.18 million in total assets and $31.9 million in total
liabilities. Power Systems scheduled $4.30 million in total
assets
and $87.7 million in total liabilities.
The Creditors' Committee is represented by Eric J. Taube, Esq.,
Mark C. Taylor, Esq., and Morris D. Weiss, Esq., at Hohmann, Taube
& Summers, LLP, in Austin, Texas.
Younicos was the winning bidder at an auction with a $14 million
for the substantially all of the assets of the Debtors. The Court
approved the sale by Order dated April 11, 2014, and the
transaction closed on April 14, 2014. Upon consummation of the
sale to Younicos all the Debtors employees were hired by Younicos.
YAPPN CORP: Incurs $2.52 Million Net Loss in Second Quarter
-----------------------------------------------------------
YAPPN Corp. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss and
comprehensive loss of $2.52 million on $106,998 of revenues for the
three months ended Nov. 30, 2016, compared to a net loss and
comprehensive loss of $2.05 million on $52,222 of revenues for the
same period during the prior year.
For the six months ended Nov. 30, 2016, the Company reported a net
loss and comprehensive loss of $4.30 million on $207,066 of
revenues compared to a net loss and comprehensive loss of $1.88
million on $810,381 of revenues for the six months ended Nov. 30,
2015.
As of Nov. 30, 2016, the Company had $4.74 million in total assets,
$9.20 million in total liabilities and a total stockholders'
deficit of $4.46 million.
As of Nov. 30, 2016, the Company had a cash balance of $441,363,
which is a decrease of $7,212 from the ending cash balance of
$448,575 as of May 31, 2016. The Company said it does not have
sufficient funds to fund its operations over the next twelve
months.
"There can be no assurance that additional capital will be
available to us. Since we have no other financial arrangements
currently in effect, our inability to raise funds for the above
purposes will have a severe negative impact on our ability to
remain a viable going concern.
"Implementation of the Company business plan will require
additional debt or equity financing and there can be no assurance
that additional financing can be obtained on acceptable terms. The
Company has realized limited revenues to cover its operating costs.
As such, the Company has incurred an operating loss since
inception. This and other factors raise substantial doubt about
its ability to continue as a going concern. The Company's
continuation as a going concern is dependent on its ability to meet
its obligations, to obtain additional financing as may be required,
and ultimately to attain profitability," the Company stated in the
filing.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/stm1Oy
About Yappn
Yappn Corp. is a real-time multilingual company that aims to
amplify brand and social messaging, expand online commerce and
provide customer support by globalizing these experiences with its
proprietary technologies, solutions and linguistic computational
approach to language service and engagement. The Company maintains
its headquarters in New York.
YOGI CARPET: Plan, Disclosures Evidentiary Hearing on March 9
-------------------------------------------------------------
Judge Cynthia J. Jackson of the U.S. Bankruptcy Court for the
Middle District of Florida conditionally approved Yogi Carpet &
Tile, Inc.'s disclosure statement and plan of reorganization.
An evidentiary hearing will be held on March 9, 2017, at 2:45 PM in
Courtroom 6D, 6th Floor, George C. Young Courthouse, 400 West
Washington Street, Orlando, FL 32801 to consider and rule on the
disclosure statement and any objections or modifications and, if
the Court determines that the disclosure statement contains
adequate information, and conduct a confirmation hearing.
Creditors and other parties in interest shall file their written
acceptances or rejections of the plan (ballots) no later than seven
days before the date of the confirmation hearing.
Any party desiring to object to the disclosure statement or to
confirmation shall file its objection no later than seven days
before the date of the confirmation hearing.
The debtor shall file a ballot tabulation no later than four days
before the date of the confirmation hearing.
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., d/b/a D'Best Carpet & Tile, d/b/a D'Best
Floorz & More, filed a Chapter 11 petition (Bankr. M.D. Fla. Case
No. 16-07776) on Nov. 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
assets
and liabilities at $1 million to $10 million each.
ZOHAR CDO 2003: Lynn Tilton Sees "Gamesmanship" in Funds' Lawsuit
-----------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy,
reported that a lawyer for financier Lynn Tilton says a recent
lawsuit, launched against her by the new managers of funds central
to her distressed-debt empire, is "a brazen act of forum shopping"
that will further damage her portfolio of troubled companies.
According to the report, in a letter to U.S. District Judge Jed
Rakoff, Ms. Tilton's lawyer called the new lawsuit "fatally flawed"
and said its incendiary allegations will only hurt the companies
the fund managers are obligated to support.
"These public allegations are damaging to Ms. Tilton's business
operations and destabilizing for these portfolio companies at a
very sensitive time, putting their financing in jeopardy," Randy
Mastro, Esq., Ms. Tilton's lawyer, said in the letter, the Journal
cited.
As previously reported by The Troubled Company Reporter, citing WSJ
Pro Bankruptcy, the Zohar investment funds at the heart of Ms.
Tilton's $2.5 billion distressed-debt empire sued their founder,
accusing Ms. Tilton of pillaging more than $1 billion from
investors and the troubled companies she manages.
According to the report, the lawsuit filed in a federal court in
New York alleged that through a "toxic mix of fraud, theft and
mismanagement," Ms. Tilton stole money from the Zohar funds and
from the troubled companies, siphoning hundreds of millions of
dollars in fees and assets from a souring loan portfolio and
failing businesses.
Ms. Tilton vehemently denies what she says are "vicious"
allegations, calling them "frivolous, baseless and vexatious," the
report related.
In his letter to Judge Rakoff, Mr. Mastro, a lawyer at the law firm
of Gibson, Dunn & Crutcher, accused the fund managers of
"procedural gamesmanship" aimed at using a favorable court to gain
the upper hand in the legal battle over who -- Ms. Tilton or the
Zohar funds—owns the equity in the portfolio companies, the
report further related.
The equity ownership dispute is already the subject of other
lawsuits in New York and Delaware, where Alvarez & Marsal has moved
to take over some of the more valuable companies on the grounds
that the Zohar funds own the businesses, the report noted.
Ownership of the companies is an important point, since warding off
a default in the last Zohar fund, which comes due in 2019, likely
means selling the businesses, or taking other action to refurbish
them, the report said.
Mr. Mastro can be reached at:
Randy M. Mastro
Partner
GIBSON DUNN
New York Office
200 Park Avenue
New York, NY 10166-0193
Tel: +1 212-351-3825
Fax: +1 212-351-5219
E-mail: rmastro@gibsondunn.com
About Zohar CDO 2003-1
Patriarch Partners XV, LLC, filed involuntary Chapter 11 bankruptcy
petitions against Zohar CDO 2003-1, Corp., Zohar CDO 2003-1,
Limited and Zohar CDO 2003-1, LLC (Bankr. S.D.N.Y. Case Nos.
15-23681 to 15-23682) on Nov. 22, 2015.
Patriarch Partners disclosed that it has filed, through one of its
affiliates, an involuntary Chapter 11 petition for Zohar CDO
2003-1, Limited. Patriarch is Zohar I's largest creditor, holding
$286.5 million face amount of Zohar I notes. Patriarch has placed
Zohar I into Chapter 11 in order to protect Zohar I and Patriarch
from the efforts of MBIA Inc. and MBIA Insurance Corporation,
another creditor of Zohar I, to obtain Zohar I's assets for
itself.
Patriarch claimed it has been forced to pursue this route because
of MBIA's fraudulent scheme to induce Patriarch XV to spend over
$103 million to buy out a third-party noteholder in Zohar-I to
facilitate a restructuring of Zohar-I.
Lynn Tilton is CEO of Patriarch.
Patriarch's restructuring counsel is Skadden, Arps, Slate, Meagher
& Flom LLP and its financial advisor is Moelis & Co.
ZYNEX INC: Hires EKS&H LLLP as Accountants
------------------------------------------
Zynex, Inc., engaged EKS&H LLLP as its independent registered
public accounting firm, beginning with the period ended Dec. 31,
2016.
During the Company's two most recent fiscal years and through the
Engagement Date, "neither the Company nor anyone on its behalf
consulted EKS&H regarding either (1) the application of accounting
principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements; or (2) any matter
regarding the Company that was either the subject of a disagreement
(as defined in Item 304(a)(1)(iv) of Regulation S-K and related
instructions to Item 304 of Regulation S-K) or a reportable event
(as defined in Item 304(a)(1)(v) of Regulation S-K)."
About Zynex, Inc.
Zynex, Inc. (OTCQB: ZYXI) specializes in the production and sale of
non-invasive medical devices for pain management, stroke
rehabilitation, neurodiagnostic equipment, cardiac and blood volume
monitoring. The company maintains its headquarters in Lone Tree,
Colorado.
Zynex reported a net loss of $2.93 million on $11.64 million of net
revenue for the year ended Dec. 31, 2015, compared to a net loss of
$6.23 million on $11.11 million of net revenue for the year ended
Dec. 31, 2014.
As of Sept. 30, 2016, Zynex had $4.81 million in total assets,
$8.83 million in total liabilities and a $4.02 million total
stockholders' deficit.
[*] UHY Advisors Announces Appointment of Six Managing Directors
----------------------------------------------------------------
UHY Advisors, Inc., one of the nation's fastest growing
professional services firms, on Jan. 20, 2017, announced the
appointment of six new managing directors: Cynthia Hannafey, Stacey
Massa, Pamela May, Keith Moore, Marian Shaw and Paul Truber.
"We are very excited to welcome these outstanding individuals as
our newest managing directors. They epitomize the opportunity we
present to all of our employees to take their career to the next
level -- both from a technical and quality perspective," said
Anthony Frabotta, UHY Advisors' chief executive officer and
chairman of the board. "In addition, the fact that a significant
portion of our newest leaders are participants in our WISE
initiative (Women Invested in Success and Excellence) is a trend
that is likely to continue. UHY's ongoing growth demands that we
continue to lead and build not only the WISE group, but create
opportunities for all of our associates."
Richard David, chief operating officer of UHY Advisors, adds: "We
are excited to see the ranks of our managing directors expand
through the addition of these talented professionals. They have
proven their commitment to quality client service and have
impeccable technical and business skills. These future leaders are
to be congratulated on reaching this significant career
milestone."
Cynthia Hannafey is a managing director of UHY Advisors GA, Inc. As
a leader of the firm's management and technology consulting
practice, she excels in the aggressive execution of projects that
impact a client's internal operations. Ms. Hannafey provides
strategic planning and visioning services, portfolio, program and
project management (P3M); digital transformation services; shared
service implementation and optimization, post-merger integration,
and operational and financial process optimization services to her
clients. She is a results focused executive with more than 20
years of experience in analyzing existing operations and
implementing the strategies, processes and technologies to address
enterprise-wide challenges. Ms. Hannafey received her B.S. in
Accounting from the University of South Florida and M.B.A. from
Kennesaw State University, Michael Coles School of Business. She
is a licensed CPA in the state of Georgia and a Project Management
Professional(R).
Stacey Massa is a managing director of UHY Advisors MO, Inc.,
partner of UHY LLP and leading member of the firm's national
manufacturing group. She is the head of the audit and assurance
department for the Missouri practice. Ms. Massa oversees and
provides financial expertise in a variety of audit, business
acquisitions/dispositions, efficiency reviews and financial
reporting engagements. She is the audit lead on a variety of
clients with complex organizational structures and international
operations. Her leadership extends to her involvement in the
National Tooling & Machining Association and as an accounting
advisory board member of her alma mater, UMSL. She received her
B.S. in Accounting and Finance from the University of Missouri St.
Louis and is a licensed CPA in the state of Missouri. Ms. Massa
has been a member of the firm and its predecessors since 1996.
Pamela May is a managing director of UHY Advisors MI, Inc. and
partner of UHY LLP. Ms. May is responsible for delivering tax and
attest services to a diverse client base in the manufacturing, real
estate, wholesale distribution and professional service industries.
She has extensive knowledge in corporate and partnership tax
planning, compliance and research. Ms. May advises clients on how
to maximize profit and limit taxes through proper planning. She
received her B.A. in Accounting and an M.S. in Taxation from Walsh
College, and is a licensed CPA in the state of Michigan. Ms. May
serves as a finance committee chairman for the Macomb County
Chamber of Commerce, Macomb County Foundation and Macomb County
Advocacy for Business. She has been with the firm and its
predecessors since 1997.
Keith Moore is a managing director of UHY Advisors MI, Inc.,
partner of UHY LLP and leading member of the firm's industry group
servicing petroleum marketers. He assists companies with
developing and implementing strategic plans to improve operations,
protect assets and increase profitability.
Mr. Moore has consulted on numerous business transactions providing
buy side and sell side advisory, business expansion transactions,
due diligence, financial analysis, profitability and cost cutting
analysis, tax strategies, IRS and state tax audits, and financing.
He received his B.S. in Accounting from Wayne State University and
is a licensed CPA in the states of Indiana, Kentucky and Michigan.
He is also a British Standards Institute ISO/QS9000 Certified
Auditor. Mr. Moore has been with the firm and its predecessors
since 1990.
Marian Shaw is a managing director of UHY Advisors NY, Inc. and
partner of UHY LLP. She has diversified audit and tax experience
in managing the functions of federal, international and state
income tax compliance, tax audits, ASC 740 tax provisions, tax
research and planning strategies.
Ms. Shaw serves a variety of entities including US multinational
companies with foreign subsidiaries and foreign companies doing
business in the US. She received her B.A. in Accounting from City
University of New York at Bernard M. Baruch College and is a
licensed CPA in the state of New York. She has been a member of
the firm and its predecessors since 1998.
Paul Truber is a managing director of UHY Advisors MO, Inc. and
partner of UHY LLP. As a leader of Missouri's tax practice, he has
become a trusted source to his clients for tax planning, research,
consulting and compliance. Mr. Truber has taken on various thought
leadership roles including leading the implementation of tax
regulations and presenting the annual tax update at the firm's
executive briefing series. He received his B.S. in Accounting from
Lindenwood University and is a licensed CPA in the state of
Missouri. Mr. Truber has been a member of the firm and its
predecessors since 1999.
About UHY Advisors
UHY Advisors -- http://www.uhy-us.com/-- provides tax and advisory
services to entrepreneurial and other organizations, principally
those enterprises in the dynamic middle market. UHY LLP, a
licensed CPA firm, provides audit and other attest services to
publicly traded, privately owned and nonprofit organizations in a
number of industry sectors. UHY Advisors, operating in an
alternative practice structure with UHY LLP, forms one of the
largest professional services firms in the US.
*********
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 2017. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***