/raid1/www/Hosts/bankrupt/TCR_Public/170308.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, March 8, 2017, Vol. 21, No. 66
Headlines
134-31 HOOK CREEK: Property to Be Sold at April 7 Auction
21ST CENTURY: Appoins A&M Managing Director as Interim CEO
4LICENSING CORP: Chapter 11 Plan Declared Effective
531 MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
ABC DISPOSAL: Hearing on Cash Collateral Use Continued to March 16
ABILENE TOWNHOMES: Case Summary & 20 Largest Unsecured Creditors
ACTIVECARE INC: Amends 680,000 Units Prospectus with SEC
ADVANCED COLLISION: Has Interim Nod to Use Cash Collateral
AFFATATO 1 SERVICES: Case Summary & 20 Largest Unsecured Creditors
AIRCASTLE LIMITED: Moody's Assigns Ba1 to Senior Unsecured Notes
AIRCASTLE LTD: S&P Assigns 'BB+' Rating on $500MM Sr. Unsec. Notes
ALGODON WINES: Outlines Business Plans in Letter to Shareholders
ALGODON WINES: Reduces Series A Preferred Shares to 10 Million
AMERICAN AXLE: S&P Rates Proposed $1.2BB Sr. Unsecured Notes 'B'
ANSWERS HOLDINGS: Files for Chapter 11 with Debt-for-Equity Plan
APOLLO SOLAR: Case Summary & 20 Largest Unsecured Creditors
BBL BUILDERS: Seeks to Hire Teal Becker as Accountant
BERNARD L. MADOFF: Chais' $20.2MM Deal with Investors Okayed
BIG JACK: Moody's Assigns B3 Rating to $305MM Secured Loans
BIG JACK: S&P Revises Outlook to Negative & Affirms 'B' CCR
BILL BARRETT: Reports 2016 Net Loss of $170 Million
BLAIR OIL: Chapter 7 Trustee Taps Peter Blair as Investigator
BONANZA CREEK: Equity Committee Seeks Trustee or Examiner Appt.
BREMAR DEVELOPMENT: Trustee Sought for Protection of Stakeholders
CAL DIVE: Aims To Get Back Over $20M in Payments Made Before Ch. 11
CALIFORNIA PROTON: Will Explore Potential Sale During Restructuring
CALRISSIAN LP: U.S. Trustee Unable to Appoint Committee
CARRIERWEB LLC: Case Summary & 20 Largest Unsecured Creditors
CATASYS INC: Reports Revenue Increase of 200% to $3.8-Mil. for Q4
CECCHI GORI: Court Denies Bid for Ch. 11 Trustee Appointment
CHADHAM HOMEOWNERS: U.S. Trustee Unable to Appoint Committee
CLASSICAL DEVELOPMENT: Taps Cooper & Scully as Legal Counsel
CLAYTON WILLIAMS: Reports 2016 Net Loss of $292.15 Million
CLEAR LAKE: Case Summary & 12 Unsecured Creditors
COSI INC: Hearing on Cash Collateral Set for April 25
COTT CORP: Moody's Assigns B3 Rating to New $650MM Unsec. Notes
CTI BIOPHARMA: Incurs $52 Million Net Loss in 2016
DETROIT, MI: Jones Day Denies Mayor Duggan Was Misled in Bankruptcy
DOMINICA LLC: Hearing on Cash Collateral Use Moved to March 23
EMAS CHIYODA: Ezra Shares Slump After Flagging Exposure
ENABLE MIDSTREAM: S&P Rates New Sr. Unsecured Notes Due 2027 BB+
ENCANA CORP: Moody's Revises Outlook to Pos. & Affirms Ba2 CFR
ENERGY FUTURE: IRS Wants Court To Withdraw Claims Against Co.
ESHNAM HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
ESTEBAN DISTRIBUTOR: Taps Richard Schell-Asad as Special Counsel
ESTEEM HOSPICE: Judge Waives PCO Appointment
EVRAZ NORTH AMERICA: S&P Affirms 'B+' CCR; Outlook Stable
FABRICA DE BLOQUES: Seeks to Hire Tamarez CPA as Accountant
FORTRESS TRANSPORTATION: Moody's Assigns B1 Corp. Family Rating
GABRIEL HOLDING: March 17 Auction of Roosevelt Avenue Lot
GARTNER INC: Moody's Assigns Ba2 CFR Over CEB Inc. Acquisition
GARTNER INC: S&P Assigns BB Rating on CEB Integration Expectation
GLOBAL MINISTRIES: S&P Puts 2013 Bonds' 'BB' Rating on Watch Neg.
GO FIG: Claims Bar Date Set for May 19 in Chapter 7 Case
GREAT BASIN: Note Buyers OK Release of $1.1-Mil. Restricted Funds
GREAT PLAINS: Moody's Lowers Subordinate Shelf Rating to (P)Ba1
GROUP 701: Case Summary & 6 Unsecured Creditors
HANJIN SHIPPING: Maher Can Foreclose on 256 Shipping Containers
HELLO NEWMAN: Court OKs Appointment of A. Togut as Ch. 11 Trustee
HHGREGG INC: Case Summary & 20 Largest Unsecured Creditors
HHGREGG INC: Closing 88 of 226 Store Locations
HHGREGG INC: Says Anonymous Party to Purchase Assets
HHGREGG INC: Secures $80 Million DIP Loans from Wells Fargo, GACP
HHGREGG INC: Store Closings to Be Completed Mid-April
HIGHGATE LTC: Oasis HC Seeks to Reopen Chapter 11 Case
HILLCREST INC: Case Summary & 2 Unsecured Creditors
HOLIDAY SUPERMARKETS: Sale of Supermarket Assets for $125K Approved
HOUSTON AMERICAN: Regains Compliance with NYSE Minimum SellingPrice
IAMGOLD CORP: Moody's Rates New $500MM Sr. Subordinated Notes 'B3'
INTEGRATED DEVICE: S&P Assigns 'BB-' CCR & Rates $200MM Loan 'BB'
INTERNATIONAL SHIPHOLDING: Court Confirms Plan of Reorganization
JOE D'S LOUNGE: Case Summary & 2 Unsecured Creditors
KB REALTY: Case Summary & 4 Unsecured Creditors
KENNETH ARTHURS: U.S. Trustee Directed to Appoint Ch. 11 Examiner
LATITUDE 360: Mark Healy Named Chapter 11 Trustee
LAW-DEN NURSING: Patient Care Ombudsman Files 4th Report
LILY ROBOTICS: Seeks to Hire Goldin Associates, Appoint CRO
LILY ROBOTICS: Seeks to Hire Prime Clerk as Claims Agent
LINN ENERGY: Post-Emergence Transactions Disclosed
LMCHH PCP: Still in Closure Process, 1st PCO Interim Report Says
LUKE'S LOCKER: Has Court's Final Nod to Use Cash Collateral
LYNN'S MARKET: Case Summary & 20 Largest Unsecured Creditors
MASTROIANNI BROS: Seeks to Hire LCS&Z as Accountant
MF GLOBAL: Oscars Blunder Adds Risk for PwC Defense at Trial
MF GLOBAL: Trial Could Lead to More Than $3-Bil. in Damages vs. PwC
MIDWEST ASPHALT: Has Final Nod to Use Callidus' Cash Collateral
MONEY CENTERS: Court Has No Jurisdiction Over Native Casinos
NATIONAL DENTAL: Stake in Strategic Dental Up for Sale March 16
NAVIDEA BIOPHARMACEUTICALS: Stockholders OK Sale of Lymphoseek Biz
NCK INC: U.S. Trustee Directed to Appoint Ch. 11 Examiner
NEW ENTERPRISE: Moody's Rates New $200MM Sr. Unsec. Notes 'Caa2'
NEW ENTERPRISE: S&P Affirms 'B-' CCR & Revises Outlook to Pos.
NEW HOME: Moody's Assigns B3 Rating to New $250MM Sr. Unsec. Notes
NEW HOME: S&P Assigns 'B-' CCR; Outlook Stable
OLIN CORP: Moody's Affirms Ba1 CFR & Rates $500MM Unsec. Notes Ba1
OLIN CORP: S&P Assigns 'BB' Rating on Proposed $500MM Unsec. Notes
OLIVE BRANCH: Bank to Sell Plymouth Property on March 16
ORAGENICS INC: Annual Report Contains Going Concern Explanation
OUTER HARBOR: Hearing on Plan & Disclosures OK Set For March 10
OUTFRONT MEDIA: Moody's Assigns Ba1 Rating to $430MM Term Loan
OUTFRONT MEDIA: S&P Rates $1.1-Bil. Secured Loans 'BB+'
OUTSOURCING STORAGE: May Use Cash Collateral Until March 9
PALADIN ENERGY: Taps EE Tradeco Prexy as Manager
PARETEUM CORP: Appoints Luis Jimenez Tunon as Independent Director
PATRIOT SOLAR: Case Summary & 20 Largest Unsecured Creditors
PEABODY ENERGY: Unveils Members of Post-Emergence Board
PENNSVILLE 8 URBAN: Voluntary Chapter 11 Case Summary
PICO HOLDINGS: Bloggers Call UCP Earnings Spin "Deceptive"
PIEDMONT MINOR: PCO Appointment Not Necessary, Court Says
PROFICIO BANK: In Receivership; Cache Valley Bank Assumes Deposits
PUERTO RICO: Sees $1.2-Bil. A Year in Debt Service Spending
PYJKE COMPANY: Case Summary & 17 Largest Unsecured Creditors
RHYTHM & HUES: Reaches $4M Settlement With Former Directors
RONALD GLEN WOODSON: Court Orders Chapter 11 Trustee Appointment
S B BUILDING: Ch. 11 Trustee Appointment, Ch. 7 Conversion Sought
SAVIR PROPERTIES: Case Summary & 7 Unsecured Creditors
SCIENTIFIC GAMES: Reports $752.2 Million Revenue in Fourth Quarter
SINO NORTHEAST: Linden Place Lot to Be Sold at April 7 Auction
SIRGOLD INC: Salvatore LaMonica Named Ch. 11 Trustee
STEREOTAXIS INC: Duane DeSisto Resigns from Board
STONE ENERGY: Director Compensation Arrangements Approved
STONE ENERGY: Inks Warrant Agreement with Computershare
STONE ENERGY: Old Securities Removed from NYSE Listing
STONE ENERGY: Recordation of Second Lien Mortgages Disclosed
STRATEGIC ENVIRONMENTAL: Court Denies Bid for Ch. 11 Trustee
T&T AIR: Taps Wyatt & Mirabella as Legal Counsel
THE TAX DOCTORS: Disclosures OK'd; Plan Hearing on March 9
THREE SONS REAL ESTATE: March 17 Auction for Liberty Avenue Lot
TIDEWATER INC: Debt Covenant Waivers Extended Until March 13
TRUMP ENTERTAINMENT: Taj Mahal Casino Sold to Hard Rock-Led Group
TWIN OAKS: Case Summary & 3 Unsecured Creditors
VALEANT PHARMACEUTICALS: Moody's Rates New Secured Loans Ba3
VANGUARD NATURAL: Has $256-Mil. Backstop Deal With Noteholders
VEGA ALTA: DOJ Watchdog Proposes E. De Jesus as PCO
W&T OFFSHORE: Reports $249 Million Net Loss for 2016
WET SEAL: Reaches Pact With Stalking Horse Bidder on IP Asset Sale
WHICKER ASSET: U.S. Trustee Forms 3-Member Committee
WIRE BENDER: Citizens Bank to Auction Exeter Property on March 10
WK CAPITAL: Has Final OK to Obtain Financing & Use Cash Collateral
WONDERWORK INC: Chap. 11 Trustee Sought to Evaluate Claims vs. CEO
WOODALE PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
YIELD10 BIOSCIENCE: Appoints Richard Hamilton to Board
YULONG ECO-MATERIALS: Receives NASDAQ Delinquency Letter
[*] Angie Birdsell Joins FSS as Business Development Manager
[*] Donlin Recano, AST Introduce New Brand & Corporate Website
[*] Moody's: B3- and Lower Corp. Ratings List Dip in February
*********
134-31 HOOK CREEK: Property to Be Sold at April 7 Auction
---------------------------------------------------------
Pursuant to judgment of foreclosure and sale entered Dec. 2, 2014
and consent to change attorney filed Apr. 29, 2015, in the case,
NYCTL 1998-2 TRUST SUCCESSOR IN INTEREST TO NYCTL 2011-A TRUST AND
THE BANK OF NEW YORK MELLON AS COLLATERAL AGENT AND CUSTODIAN,
Pltf. vs. 134-31 HOOK CREEK BOULEVARD, LLC, et al, Defts. Index
#8094/13, pending in the Supreme Court of New York, Queens County,
Craig D. Zim, the referee appointed in the case, will sell at
public auction the premises known as 134-31 Hook Creek Blvd.,
Queens, NY a/k/a Block 13219, Lot 0009.
The sale will be held at Courtroom #25 of the Queens County Supreme
Court, 88-11 Sutphin Blvd., Jamaica, NY on April 7, 2017 at 10:00
a.m.
The approximate amount of judgment is $28,107.73 plus costs and
interest.
The Plaintiff is represented by:
THE DELLO-IACONO LAW GROUP, P.C.
F/K/A THE LAW OFFICE OF JOHN D. DELLO-IACONO
105 Maxess Rd. Ste. 205
Melville, NY
21ST CENTURY: Appoins A&M Managing Director as Interim CEO
----------------------------------------------------------
21st Century Oncology Holdings, Inc., announced that through close
collaboration with its stakeholders it has made leadership changes
to further efforts to solve short- and long-term liquidity
challenges.
In early January, the Board of Directors engaged Alvarez and Marsal
Healthcare Industry Group, a leading transformation consulting
firm, to work with Company leadership to develop a path forward.
To further the work underway, William Spalding has made the
decision to return to the Board of Directors and transition day to
day leadership over to Paul Rundell, a managing director with
A & M, who will serve as the Interim Chief Executive Officer
effective immediately. As part of the transition, LeAnne Stewart
has stepped down as the chief financial officer. Doug Staut with A
& M will serve as the interim chief financial officer.
The Board has expressed its gratitude to Mr. Spalding and Ms.
Stewart for their commitment and dedication in getting the Company
to this point. "21C's mission is and always has been to provide
the highest level of patient care. I look forward to working with
our doctors and other stakeholders to fulfill that mission," Mr.
Rundell said.
In connection with her departure, effective Feb. 27, 2017, Ms.
Stewart entered into a separation agreement with the Company,
pursuant to which Ms. Stewart will receive a one-time payment of
$295,000.
Mr. Rundell brings over 20 years of experience specializing in the
healthcare industry and is the national head of A&M's healthcare
restructuring practice. Prior to joining A&M, Mr. Rundell worked
with several restructuring and interim management firms where he
assisted clients with revenues ranging from $50 million to more
than $15 billion. Mr. Rundell has worked with numerous healthcare
clients throughout the country. He is a Certified Insolvency and
Restructuring Advisor (CIRA), a Certified Turnaround Professional
(CTP), and a member of the Turnaround Management Association (TMA)
and the Association of Insolvency and Restructuring Advisors
(AIRA). Mr. Rundell holds a Bachelor's Degree and a Master's
Degree in business administration from the University of Illinois.
Doug Staut, age 41, is a senior director at A&M and has been with
the firm since 2009. Mr. Staut has more than 17 years of financial
experience and nine years of experience providing financial
advisory services to healthcare clients across the country. In his
nine years with A&M, Mr. Staut has provided interim management,
cash and financial forecasting, strategic planning, crisis
management, turnaround consulting, refinancing advisory and
operational improvement services to clients in and out of court.
Previously, Mr. Staut worked at Merrill, Lynch & Co. in corporate
treasury as vice president of Global Liquidity Risk Management.
Mr. Staut is a CIRA. Mr. Staut holds a Bachelor's of Science
degree from The University of Kentucky and a Master's degree in
Business Administration from the Columbia Business School.
Pursuant to the Engagement Letter, dated Feb. 27, 2017, by and
between A&M and the Company, A&M will receive $175,000 per month as
compensation for Mr. Rundell's service as interim CEO and $125,000
per month for Mr. Staut's service as interim CFO.
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 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 does not
expect a payment to be made within the grace period.
4LICENSING CORP: Chapter 11 Plan Declared Effective
---------------------------------------------------
BankruptcyData.com reported that 4Licensing's Combined Chapter 11
Plan of Reorganization and Disclosure Statement became effective,
and the Company emerged from Chapter 11 protection. The U.S.
Bankruptcy Court confirmed the Plan on January 20, 2017.
BankruptcyData's detailed Plan Summary notes, "The Plan is premised
on the Debtor issuing New Common Stock in exchange for Allowed
Secured Claims and cash, and the Buyer (Mr. Frohlich) will purchase
38,327 shares of the New Common Stock for the total purchase price
of $462,673 that represents 38.3% of the New Common Stock. Mr.
Frohlich's purchase of New Common Stock for cash will be the source
of payments to holders of Class 1, 2, 3 and 4 under the Plan. Mr.
Frohlich is the founder of Prescott Group Capital Management, LLC,
an investment company for high net worth investors, and has served
as its managing partner since 1993." BankruptcyData's Plan Summary
continues, "The Liquidation Analysis for Reorganized 4Licensing
Corporation estimates the Net Proceeds Available to Creditors to be
between $17,143 and $525,000. The recovery rate to the Rudd
Secured Debt is estimated to be between 17% and 100%. The recovery
rate to the Prescott Secured Debt is estimated to be between 0% and
23%."
About 4Licensing Corporation
4Licensing Corp. is a licensing company specializing in specialty
brands, technologies and youth-oriented markets.
4Licensing Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Okla. Case No. 16-11714) on Sept. 21,
2016. The petition was signed by Phil Frohlich, president. The
case is assigned to Judge Terrence L. Michael.
At the time of the filing, the Debtor disclosed $867,142 in assets
and $2.11 million in liabilities.
Neal Tomlins, Esq., of Tomlins & Peters, PLLC, represents the
Debtor.
531 MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 531 Management LLC
684 Britton Street
Bronx, NY 100467-7325
Case No.: 17-10519
Nature of Business: Real Estate Development and construction
Chapter 11 Petition Date: March 6, 2017
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. James L. Garrity Jr.
Debtor's Counsel: J. Ted Donovan, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway, 22nd Floor
New York, NY 10036
Tel: (212)-221-5700
Fax: 212-422-6836
E-mail: TDonovan@GWFGlaw.com
Total Assets: $7.23 million
Total Liabilities: $6.87 million
The petition was signed by Maurice Elmalem, managing member.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb17-10519.pdf
ABC DISPOSAL: Hearing on Cash Collateral Use Continued to March 16
------------------------------------------------------------------
The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts will continue to March 16, 2017, at 10:00
a.m. the hearing on ABC Disposal Service, Inc.'s cash collateral
use.
As reported by the Troubled Company Reporter on Jan. 18, 2017,
Judge Feeney authorized the Debtor to continue using cash
collateral. A continued status conference was scheduled for Feb.
14, 2017, at 11:30 a.m.
About ABC Disposal Service
ABC Disposal Service, Inc., provides full service waste hauling,
disposal and recycling services, and sells, rents and services
compaction and baling equipment to a variety of industrial,
institutional, commercial and construction related customers.
New Bedford Waste owns and operates municipal solid waste and
construction and demolition debris transfer stations in New
Bedford, Sandwich, and Rochester, Massachusetts which transfer and
process residential, commercial, industrial, and institutional and
construction wastes under approved state and local government
permits and licenses.
Solid Waste Services, Inc., is a Massachusetts corporation
organized in 1999 to hold an ownership interest in New Bedford
Waste.
Shawmut Associates and A&L Enterprises are Massachusetts limited
liability companies which own and lease real estate to ABC and New
Bedford Waste in connection with their operations.
ZERO Waste Solutions, LLC, is a Massachusetts limited liability
company formed in 2013 for the purposes of developing and
operating an advanced mixed waste recycling facility located on
Shawmut Associates' Rochester property to process and market
recyclable material and then turn unrecyclable material into
compact, clean burning, high yield fuel briquettes which have a
variety of industrial uses.
The principals of the Debtors are Laurinda F. Camara and her
children Susan M. Sebastiao, Kenneth J. Camara, Steven A. Camara,
and Michael A. Camara. Each of the Principals owns 20% of the
stock in ABC. Each of Susan M. Sebastiao, Kenneth J. Camara,
Steven A. Camara and Michael A. Camara own a 12.5% interest in New
Bedford Waste and a 25% interest in Shawmut Associates, A&L
Enterprises, and Solid Waste Services. Solid Waste Services owns
the remaining 50% of the membership interests in New Bedford
Waste. New Bedford Waste owns 80% of the membership interests in
ZERO Waste.
ABC Disposal Service, Inc., New Bedford Waste Services, LLC, Solid
Waste Services, Inc., Shawmut Associates, LLC, A&L Enterprises,
LLC, and ZERO Waste Solutions, LLC each filed a voluntary petition
under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case Nos.
16-11787 to 16-11792, respectively) on May 11, 2016. The
petitions were signed by Michael A. Camara as vice president/CEO.
Judge Joan N. Feeney presides over the cases.
Harold B. Murphy, Esq., Christopher M. Condon, Esq., and Michael
K. O'Neil, Esq., at Murphy & King Professional Corporation serves
as the Debtors' counsel. Argus Management Corp. is the Debtors'
financial advisor. The Debtors engaged Source Capital Group, Inc.
as investment banker, and CliftonLarsonAllen, LLP as accountant.
The Official Committee of Unsecured Creditors tapped Jager Smith
P.C. as counsel.
ABILENE TOWNHOMES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Abilene Townhomes and Condos, Inc.
6053 Miramar Parkway
Miramar, FL 33023
Case No.: 17-10055
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: March 6, 2017
Court: United States Bankruptcy Court
Northern District of Texas (Abilene)
Judge: Hon. Robert L. Jones
Debtor's Counsel: William Franklin Davis, Esq.
WILLIAM F. DAVIS & ASSOCIATES, P.C.
6709 Academy Road NE, Suite A
Albuquerque, NM 87109
Tel: (505) 243-6129
Fax: (505) 247-3185
E-mail: daviswf@nmbankruptcy.com
Total Assets: $1.01 million
Total Liabilities: $1.78 million
The petition was signed by Joseph Kuruvila, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb17-10055.pdf
ACTIVECARE INC: Amends 680,000 Units Prospectus with SEC
--------------------------------------------------------
ActiveCare, Inc. filed with the U.S. Securities and Exchange
Commission an amended Form S-1 registration statement relating to
the offering of up to 680,000 units, each unit consisting of one
share of its common stock, $0.00001 par value per share, and one
warrant to purchase one share of its common stock, at an assumed
public offering price of $25.00 per unit. The warrants included
within the units are exercisable immediately, have an exercise
price of $31.25 per share (125% of the public offering price of one
unit) and expire five years from the date of issuance.
The units will not be issued or certificated. Purchasers will
receive only shares of common stock and warrants. The shares of
common stock and warrants may be transferred separately,
immediately upon issuance. The offering also includes the shares
of common stock issuable from time to time upon exercise of the
warrants.
The Company's common stock is quoted on OTC Markets Group Inc.
OTCQB quotation system under the trading symbol "ACAR". The
Company has applied to have its common stock and warrants listed on
The Nasdaq Capital Market under the symbols "ACAR" and "ACARW,"
respectively. No assurance can be given that its application will
be approved. On Feb. 28, 2017, the last reported sale price for
the Company's common stock on the OTCQB was $25.00 per share after
giving effect to the 1-for-500 reverse stock split of our common
stock which was effectuated on Jan. 27, 2017, in order to
facilitate NASDAQ listing approval. There is no established public
trading market for the warrants. No assurance can be given that a
trading market will develop for the warrants. Quotes for shares of
its common stock on the OTCQB may not be indicative of the market
price on a national securities exchange, such as The Nasdaq Capital
Market.
A full-text copy of the amended prospectus is available at:
https://is.gd/gBpVkl
About ActiveCare
South West Valley City, Utah-based ActiveCare, Inc., develops and
markets products for monitoring the health of and providing
assistance to mobile and homebound seniors and the chronically
ill.
ActiveCare is organized into three business. The Stains and
Reagents segment is engaged in the business of manufacturing and
marketing medical diagnostic stains, solutions and related
equipment to hospitals and medical testing labs. The CareServices
segment is engaged in the business of developing, distributing and
marketing mobile health monitoring and concierge services to
distributors and customers. The Chronic Illness Monitoring segment
is primarily engaged in the monitoring of diabetic patients on a
real time basis.
ActiveCare reported a net loss of $12.8 million on $6.59 million of
chronic illness monitoring revenues for the year ended
Sept. 30, 2015, compared with a net loss of $16.4 million on $6.10
million of chronic illness monitoring revenues for the year ended
Sept. 30, 2014.
As of June 30, 2016, ActiveCare had $1.91 million in total assets,
$21.01 million in total liabilities and a total stockholders'
deficit of $19.10 million.
Tanner LLC, in Salt Lake City, Utah, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2015, citing that the Company has recurring losses,
negative cash flows from operating activities, negative working
capital, negative total equity, and certain debt that is in
default. These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.
ADVANCED COLLISION: Has Interim Nod to Use Cash Collateral
----------------------------------------------------------
The Hon. Michael J. Kaplan of the U.S. Bankruptcy Court for the
Western District of New York has entered an interim order allowing
Advanced Collision, Inc., to use cash collateral through Feb. 26,
2017.
The final hearing on the Debtor's use of cash collateral will be
held on March 8, 2017, at 10:00 a.m.
Steuben Trust Company is granted roll-over or replacement liens
granting security to the same extent, in the same priority, and
with respect to the same assets, as served as collateral for its
Steuben prepetition indebtedness, to the extent of cash collateral
actually used during the pendency of the Chapter 11 case, without
the need of any further public filing or other recordation to
perfect roll-over or replacement liens or security interests.
As additional adequate protection, the Debtor will make monthly
payments to Steuben Trust in the amount of $2,920.27 per month in
the ordinary course of business and the same manner in which the
payments were made prior to the Petition Date, pending a final
hearing on the cash collateral motion.
The New York State Department of Taxation and Finance is also
granted roll-over or replacement liens granting security to the
same extent, in the same priority, and with respect to the same
assets, as served as collateral for its NYS Tax Department
Prepetition Indebtedness, to the extent of the cash collateral
usually used during the pendency of the case, without the need of
any further public filing or other recordation to perfect the
roll-over or replacement liens or security interests.
As additional adequate protection, the Debtor will make monthly
payments to the NYSTax Dep't in the amount of $1,750 per month in
the ordinary course of business, but in any event commencing no
later than Feb. 27, 2017, and continuing on the 27th of each month
thereafter, pending a final hearing on the cash collateral use.
As reported by the Troubled Company Reporter on Feb. 24, 2017, the
Debtor requested the Court for authorization to use cash
collateral.
About Advanced Collision, Inc.
Advanced Collision, Inc. is a New York corporation formed on or
about August 29, 1996, which has operated since that time, and
continues to operate, as an auto body and collision repair shop,
located at 11251 Route 98, Attica, New York 14011. James Cooley,
its President, holds a one hundred (100%) percent shareholder
interest in Advanced Collision.
Advanced Collision filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 17-10232), on February 7, 2017. The Petition was signed
by James Cooley, President. The case is assigned to Judge Michael
J. Kaplan. The Debtor is represented by Arthur G. Baumeister, Jr.,
Esq. and Scott J. Bogucki, Esq., at Amigone, Sanchez & Mattrey,
LLP.
No trustee, examiner, or statutory committee of creditors has been
appointed in the Debtor's Chapter 11 case.
AFFATATO 1 SERVICES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Affatato 1 Services, LLC
dba 123 Dollar Stores USA
2072 Sprint Blvd.
Apopka, FL 32703
Case No.: 17-01425
Chapter 11 Petition Date: March 6, 2017
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtor's Counsel: Aldo G Bartolone, Jr., Esq.
BARTOLONE LAW, PLLC
4767 New Broad Street
Orlando, FL 32814
Tel: (407) 294-4440
Fax: (407) 287-5544
E-mail: aldo@bartolonelaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Francisco Affatato, chief executive
officer.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb17-01425.pdf
AIRCASTLE LIMITED: Moody's Assigns Ba1 to Senior Unsecured Notes
----------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba1 to Aircastle
Limited's senior unsecured notes due 2024. Aircastle's Ba1
corporate family rating is unchanged by the new issuance. The
outlook for Aircastle's ratings is stable.
RATINGS RATIONALE
Moody's rated the senior notes based on Aircastle's Ba1 credit
profile, the notes' relative priority and proportion in Aircastle's
capital structure, and the strength of the notes' asset coverage.
The terms of the new notes are consistent with those of Aircastle's
existing senior unsecured debt. The company intends to use the
proceeds of the notes for general corporate purposes, which may
include debt repayment and aircraft acquisitions.
Aircastle's ratings reflect the company's competitive mid-tier
position within the aircraft leasing sector, its record of
profitable operations, and its history investing in and managing
mid-life commercial aircraft. The ratings also consider Aircastle's
adherence to a moderate leverage strategy, strong liquidity and
declining reliance on secured funding. Aircastle's fleet has higher
risk characteristics compared to certain peers, including a higher
average aircraft age and a higher percentage of wide-body aircraft.
However, management's investment and portfolio strategies have
significantly improved the risk profile of the company's fleet in
recent years, which Moody's believes reduces risks to earnings and
returns.
Moody's could upgrade Aircastle's ratings if the company further
strengthens its franchise positioning, achieves a sustainably
higher return on managed assets, reduces customer concentrations,
and maintains acceptable capital and liquidity profiles.
Moody's could downgrade ratings if Aircastle's profitability
unexpectedly declines, leverage increases materially above 2.5x
(Debt to Tangible Common Equity) or the company's liquidity runway
weakens.
The principal methodology used in this rating was Finance Companies
published in December 2016.
AIRCASTLE LTD: S&P Assigns 'BB+' Rating on $500MM Sr. Unsec. Notes
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to Aircastle Ltd.'s $500 million senior unsecured
notes due 2024. The '3' recovery rating indicates S&P's
expectation that lenders would receive meaningful (50%-70%; rounded
estimate: 60%) recovery of their principal in the event of a
payment default. The company will use the proceeds from this
issuance for general corporate purposes, including to purchase
aircraft or refinance its debt.
S&P's ratings on Stamford, Conn.-based Aircastle Ltd. reflect its
position as a midsize provider of aircraft operating leases and its
diversified fleet, as measured by aircraft type and the location of
its lessees. The company's exposure to the cyclical demand for
aircraft, fluctuations in lease rates and aircraft values, and the
weak credit quality of some its airline customers partially offset
these positive factors. S&P characterizes Aircastle's business
risk profile as fair and its financial risk profile as
significant.
The stable outlook on Aircastle reflects S&P's expectation that the
company's average funds from operations (FFO)-to-debt ratio will
remain in the low-teens percent area through 2018. The company's
lease yields have been declining as it has shifted to newer
aircraft. Nonetheless, S&P expects that Aircastle's revenue and
earnings will increase--driven by its purchases of additional
aircraft--but believes that this growth will be offset by the
company's assumption of increased debt to finance the growth of its
fleet.
Although unlikely, S&P could lower its ratings on Aircastle over
the next year if lower utilization and lease rates cause the
company's FFO-to-debt ratio to decline to the mid-single digit
percent area for a sustained period. Alternatively, S&P could also
lower its ratings on the company if aggressive shareholder rewards
or significant capital spending caused its debt-to-capital ratio to
increase to the high 70% area.
S&P could upgrade Aircastle over the next year if the company
continues to grow and is able to improve its competitive position
and the diversity of its fleet such that S&P revises its assessment
of its business risk profile to satisfactory from fair.
RATINGS LIST
Aircastle Ltd.
Corporate Credit Rating BB+/Stable/--
New Rating
Aircastle Ltd.
$500M Snr Unsecd Nts Due 2024 BB+
Recovery Rating 3(60%)
ALGODON WINES: Outlines Business Plans in Letter to Shareholders
----------------------------------------------------------------
A shareholder letter dated March 1, 2017, from Algodon Wines &
Luxury Development Group, Inc. was sent to its shareholders
outlining the Company's anticipated business plans and strategic
initiatives. A full-text copy of the letter is as follows:
With the support of our shareholders, Algodon Group (OTCQB: VINO)
has created an emerging luxury brand featuring a number of exciting
projects under the Algodon umbrella. Have you visited the
vineyards and winery of Algodon Wine Estates in the heart of
Argentina's wine country in San Rafael, Mendoza? Our property there
includes 325 acres (131 hectares) of vines dating back to 1946, as
well as a 2,050 acre (830 hectare) luxury real estate development
with over 400 estate lots (ranging from .5 to 7 acres). That
bucolic spot features the Algodon Wines & Wellness Resort, a
developing premier wine, wellness, culinary, and sport resort that
includes golf and tennis facilities. Have you tasted (or bought)
some of our Algodon Fine Wines, several of which have received
numerous international accolades? Have you tried Algodon's
award-winning olive oil sourced directly from the estate? Have you
been able to spend a few nights at the beautiful Algodon Mansion,
our all-suite boutique hotel located in the fashionable heart of
Buenos Aires' luxury residential and embassy district?
Clearly, Algodon Wines & Luxury Development Group, Inc. is growing
up, but we know we have a long way to go. And we think we are in a
good place to do so.
Along with much of the investment community, we believe Argentina
is finally emerging from its long economic slump and is already on
a path toward significant growth. The election in 2016 of
Argentina's new president, Mauricio Macri, seemed to presage a new
economic era in Argentina, and caused many to take a fresh, new
look at all that Argentina has to offer. From the earliest days of
his presidency, the global financial press has widely reported an
abundance of positive news regarding Argentina's economic forecast
and investment potential, highlighting Argentina as one of the best
places to invest in 2016 and beyond. We at Algodon have been
focusing on Argentina for about ten years, and it's clear that we
are no longer alone in our thinking. In January 2017, for example,
Morgan Stanley forecast that Argentina’s stock market could
"rocket" (their word, not mine) as much as 258% in five years.
The challenge we now face is this: while we have acquired and
developed significant real estate assets and are starting to see
the fruits of our hard work, we have begun to think and plan bigger
than we have in the past. We are very happy with our substantial
real estate holdings as last year was a huge positive for real
estate values in Argentina. We are also pleased that our wines are
just now beginning to sell in the U.S., and so on. But as a public
company, we are now thinking bigger, with a focus on further
expanding our customer base as we seek to become the Louis Vuitton
Moet Hennessy (LVMH) of South America. With our new perspective,
we now find ourselves with the ability to "scale" on a significant
and global basis as it relates to significant long term business
expansion, revenues and ultimately our market capitalization. So
as a public company, we now have two important and specific goals.
First, we want to elevate our company's shares from the OTC
marketplace and successfully uplist to a national exchange such as
the NYSE MKT or the NASDAQ, in order to help unlock the value we
have achieved to date and to develop greater liquidity for our
shareholders. Our second goal is to demonstrate to the investment
community how we will leverage our brand in order to achieve
significant economic scale far beyond our earlier thinking. We
have been hard at work focused on these goals. The opportunity now
exists, and we must position ourselves to take full advantage of
the timing.
We believe Buenos Aires is in the very early stages of igniting a
renewed emphasis on its moniker "the Paris of South America."
Argentina was once one of the wealthiest countries in the world,
and Buenos Aires enjoyed a reputation as one of the globe's most
elegant hotspots. Before Peronism, Buenos Aires had a place among
the top fashion capitals of the world, alongside Paris, Milan,
London, Tokyo, and New York. But Argentina's capital city lost its
foothold on that list many years ago due to bad politics,
protectionist trade measures, and limits on imports and exports.
Last year, President Macri's administration reversed many of these
business-unfriendly policies, and now trade is coming back, tourism
levels are at an all-time high and growing, and significant import
and export restrictions have been lifted. We believe there is now
substantial opportunity in Argentina's luxury goods market, and
that there will be a renewed global interest in Argentinian luxury
goods, specifically those from Buenos Aires.
As discussed below, if we are to achieve scale, our thinking is to
shift well beyond our branded wines and hospitality sectors. And to
do that, we have launched two new initiatives: the creation of
"Algodon -- Buenos Aires" branded products and providing access to
other luxury Argentinian products via a new global e-commerce
platform. We believe the potential for economic scale which these
initiatives present can be significant.
We have identified and begun working on a number of programs and
initiatives which we believe will lead to better financial results
derived from increased revenues while also leveraging our brand to
achieve a new level of scale.
Here is where it gets exciting:
1. U.S. wine sales: Algodon Fine Wines will soon be available
for sale online at Sherry-Lehmann.com (which ships to 39 states),
and at Sherry-Lehmann's iconic retail store in New York City. To
help get the word out in the NY metro area, Time Warner Cable
("Spectrum") Television's local program "A Taste of New York"
featured a 5 minute segment featuring Algodon Fine Wines, which was
aired weekly for four weeks (a total of 20 minutes of air time). A
Taste of New York has a potential local audience of 3.5 million
weekly. Sherry-Lehmann also recently announced that they will soon
enter the California market with a retail store slated to open in
early 2017 in the greater Los Angeles area, where we hope to also
be represented. Our importer's goal is to have our wines in the
major wine-drinking markets in the U.S. including CA, TX, IL and
others. The potential for scale here is significant.
2. Algodon Group will leverage Sotheby's International Realty
brand and network with more than 18,000 sales associates located in
825 offices in 61 countries and territories worldwide, while
utilizing the local expertise of Sotheby's International Realty
recent local partnership to form Ginevra Sotheby's International
Realty, a leading luxury real estate firm in Buenos Aires and the
rest of the country. Through Ginevra Sotheby's International
Realty's website (ginevrasir.com), Algodon Wine Estates listings
will be marketed on sothebysrealty.com to a global clientele.
3. Algodon Group's internal sales team is creating a hardline
marketing campaign focusing on Google Ads to generate additional
real estate interest and leads.
4. We anticipate that we will soon be authorized to issue deeds
for lots already sold (several of which have homes built on them
already) at Algodon Wine Estates. This will finally enable us to
recognize the income from these sales on our financial statements,
as well as from future sales on these deeded lots.
5. We own Algodon Wine Estates outright -- no leverage, so
potential buyers can turn to us for any needed financing, rather
than from a bank or a mortgage company. By offering "owner
financing" options, we have created a new "interest income" revenue
stream which can become substantial over time, and also makes
purchasing at Algodon Wine Estates easier and a more attractive
opportunity for potential buyers.
6. As the number of sold lots at Algodon Wine Estates
increases, the amount of monthly maintenance fees that we receive
continues to grow, and these revenues help offset the expenses we
incur in continuing to build out the infrastructure of this large
property.
7. If the Company is successful in an uplisting to NASDAQ or the
NYSE MKT, we believe we will be positioned to utilize the Company's
stock as "currency" in a sort of "roll-up strategy" to acquire
other companies that fall squarely within or complement the
Company's existing and planned lines of business. For example, we
might seek to acquire businesses that offer luxury products and
experiential hospitality experiences the quality of which is
consistent with the Algodon brand.
Here is where it gets more exciting:
8. Leveraging the Algodon brand, and building on the renewed
global interest in all kinds of products from Argentina, we are now
developing a new luxury product category to include perfumes and
colognes to be marketed as luxury items from Buenos Aires. Our
first product will be a perfume called Oro Blanco ("White Gold") by
Algodon - Buenos Aires, and more products are in development. We
see the potential for scale here as Buenos Aires reasserts its
position as the "Paris of South America" and as one of the fashion
capital cities of the world, as it was in Argentina's glory days.
Here is a potential game-changer:
9. We have begun developing a U.S.-based e-commerce portal and
flash sale website, dubbed "Project ARLUX," which will offer the
very best of Argentina: high end products and brands that reflect
the quality and craftsmanship of a bygone era but which still
flourishes in Argentina. From leather goods such as shoes, boots,
jackets and wallets, to cutlery, to high-end fashion, jewelry and
other accessories and precious metal goods, to fragrances, to wine
& spirits, the opportunity we see is broad and deep. We believe
the potential for scale here is particularly significant as
Argentina is poised to make a noteworthy re-entry to international
trade. Currently, one of the few ways to buy Argentina goods is to
travel there and buy local. We want to change that, and in a
favorable economic and political climate, we seek to be in the
forefront of opening Argentina's luxury market to the millions of
potential customers around the globe interested in luxury items and
experiences from Argentina. And of course, Algodon's branded
products -- the wine resort, the boutique hotel, the premium wines,
and more, will be well represented on this e-commerce platform.
As we focus our business efforts on these undertakings, we also
seek to uplist our stock to a national exchange, and to do that we
seek to boost our shareholder equity, which is one of the important
criteria for uplisting. In combination, we hope we will be
positioned to achieve our primary current goals, trade on a
national exchange and dramatically scale our product offerings as
we grow our customer base and increase our revenues.
We would like to thank our shareholders for their continued
support, which has enabled Algodon to become an emerging brand
known for luxury and prestige. From our premium wines, luxury
accommodations and real estate development projects, we believe
Algodon has earned its place as a reputable and emerging member of
the global luxury community. We are more enthusiastic than ever,
and though still a small company, our reputation is growing, and we
believe there are significant opportunities ahead.
Thank you,
Scott L. Mathis
Founder and CEO
About Algodon Wines
New York-based Algodon Wines & Luxury Development Group, Inc.,
operates Algodon Mansion, a Buenos Aires-based luxury boutique
hotel property. This lifestyle related real estate development
company has also redeveloped, expanded and repositioned a winery
and golf resort property called Algodon Wine Estates for
subdivision of a portion of this property for residential
development.
The Company reported a net loss of $8.27 million in 2015 following
a net loss of $9.06 million in 2014.
As of Sept. 30, 2016, Algodon had $7.69 million in total assets,
$4.36 million in total liabilities and $3.33 million in total
stockholders' equity.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2015, citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
ALGODON WINES: Reduces Series A Preferred Shares to 10 Million
--------------------------------------------------------------
Algodon Wines & Luxury Development Group, Inc. further amended on
Feb. 28, 2017, its Amended and Restated Certificate of Designation
of Series A Convertible Preferred Stock to reduce the number of
shares of Series A Preferred Stock from 11,000,000 to 10,097,330.
Also on Feb. 28, 2017, the Company filed the Certificate of
Designation of Series B Convertible Preferred Stock designating
902,670 shares of preferred stock of the Company, par value $0.01
as Series B Convertible Preferred Stock. No Series B Shares are
currently outstanding. If and when issued (of which there can be
no assurance), holders of Series B Preferred Shares will be
entitled to, among other things, the following:
* 8% annual dividend, payable quarterly, within 30 following
the end of the quarter, subject only to a determination by
the Company's Board of Directors that payment of dividends
would jeopardize the Company's ongoing operations.
* A liquidation preference to be paid ahead of shares of the
Company's common stock.
* Upon any uplisting or elevation of the Company's common stock
to a national exchange such as NASDAQ or NYSE MKT, mandatory
conversion to common stock, at a ratio of ten shares of
common stock for each Series B Share.
* If Series B Shares have not been previously converted into
common stock, redemption of Series B Shares on the date that
is two years following the termination of any offering of the
Series B Shares.
* Each holder of Series B Shares will be entitled to vote on
all matters and will be entitled to the number of votes
determined by a formula set forth in the certificate of
designation, subject to a maximum of ten votes per Series B
Share. Holders of Series B Shares also vote as a class to
the extent Series B Shares would be treated differently from
another series of preferred stock, such as any action that
would amend any of the rights, preferences or privileges of
the holders of Series B Shares, or that would authorize the
Company to issue a class of preferred stock that would be
senior to Series B Shares, and in each such instance consent
or approval of holders of at least 50.01% of the then
outstanding Series B Shares would be required for such action
to become effective.
About Algodon Wines
New York-based Algodon Wines & Luxury Development Group, Inc.,
operates Algodon Mansion, a Buenos Aires-based luxury boutique
hotel property. This lifestyle related real estate development
company has also redeveloped, expanded and repositioned a winery
and golf resort property called Algodon Wine Estates for
subdivision of a portion of this property for residential
development.
The Company reported a net loss of $8.27 million in 2015 following
a net loss of $9.06 million in 2014.
As of Sept. 30, 2016, Algodon had $7.69 million in total assets,
$4.36 million in total liabilities and $3.33 million in total
stockholders' equity.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2015, citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
AMERICAN AXLE: S&P Rates Proposed $1.2BB Sr. Unsecured Notes 'B'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '6'
recovery rating to American Axle & Manufacturing Inc.'s proposed
$1.2 billion senior unsecured notes, which will be issued in two
tranches due 2025 and 2027. The '6' recovery rating indicates
S&P's expectation for negligible (0%-10%; rounded estimate: 5%)
recovery in the event of a payment default.
American Axle & Manufacturing Inc.'s parent, Detroit-based auto
supplier American Axle & Manufacturing Holdings Inc., will
guarantee the notes.
This transaction follows American Axle's recent launch of
$1.65 billion of senior secured term loan facilities and a
$800 million senior secured revolving credit facility related to
its pending acquisition of Metaldyne Performance Group Inc. The
notes rank pari passu with American Axle's existing bonds and have
a downstream guarantee from its parent and upstream guarantees from
its direct and indirect wholly-owned domestic material restricted
subsidiaries. S&P's ratings are based on preliminary terms and are
subject to review upon receipt of final documentation.
RATINGS LIST
American Axle & Manufacturing Inc.
Corporate Credit Rating BB-/Stable/--
New Ratings
American Axle & Manufacturing Inc.
Senior Unsecured Notes Due 2025 B
Recovery Rating 6(5%)
Senior Unsecured Notes Due 2027 B
Recovery Rating 6(5%)
ANSWERS HOLDINGS: Files for Chapter 11 with Debt-for-Equity Plan
----------------------------------------------------------------
Answers Holdings, Inc., the company that owns the Answers.com and
Multiple web sites, filed a voluntary petition under Chapter 11 of
the Bankruptcy Code after reaching an agreement with the
overwhelming majority of the holders of its funded indebtedness.
Answers Holdings and 10 affiliated companies commenced Chapter 11
cases with outstanding funded debt obligations of $546.4 million
consisting of $366.2 million owed to the prepetition first lien
lenders and $180.2 million owed to the prepetition second lien
lenders.
According to court papers, Answers Holdings faced a number of
operational hurdles in the months and years leading up to its
decision to seek Chapter 11 protection. The company, which also
runs customer surveys provider ForeSee and web publishing platform
Webcollage, cited algorithm adjustments, Google's actions, and
Facebook suspension as the contributing factors to its current
liquidity crisis.
Multiply is a traditional web-publishing business with a revenue
model built around "click through" advertising in partnership with
Google, Facebook, and other similar platforms. Multiply as a whole
accounted for approximately 42% of the Company's revenues for the
fiscal year ended Dec. 31, 2016. Google and Facebook use complex
algorithms to index websites and periodically adjust those
algorithms. The ForeSee and Webcollage businesses are
subscription-based software-as-a-service businesses with generally
more predictable and less seasonal revenue and costs than the
Multiply business.
Justin P. Schmaltz, chief restructuring officer of the Company,
disclosed that in March 2015, Google adjusted its search algorithm
and, in May 2016, both Google and Facebook adjusted their
respective algorithms. Mr. Schmaltz noted the algorithm
adjustments resulted in severely reduced traffic to the Company's
websites. Collectively, the Algorithm Adjustments roughly
coincided with an approximately 52% decline in Multiply revenue
between the fiscal year ended Dec. 31, 2014, and the fiscal year
ended Dec. 31, 2016, as well as a nearly 82% drop in Multiply's
gross profit during the same periods.
In the wake of the May 2016 Adjustment, the Multiply business was
further impacted when Google threatened to drop Multiply as a
partner, absent meaningful changes to the Company's mobile content.
Google's threat was predicated on alleged low "conversion rate,"
which measures the rate of "click throughs" from the Company's
content to actual sales. On Nov. 11, 2016, Facebook informed the
Company that it was suspending Multiply's master account through
Dec. 31, 2016, which eliminated Multiply's ability to direct
traffic towards the Company's sites through paid traffic
acquisition. The Facebook Suspension further accelerated the
Company's liquidity troubles.
According to Mr. Schmaltz, the decline in the Company's financial
performance coincided with certain changes in the Company's
management structure. The Company's former chief financial officer
voluntarily resigned in May 2016 and the former chief executive
officer and chief strategy officer of Debtor Answers Corporation
both voluntarily resigned in August 2016. In August 2016, the
Company hired Brian Mulligan as chief financial officer.
"As the Debtors' financial performance has deteriorated, their
capital structure has become increasingly unsustainable, and
debt-service obligations have consumed an increasing percentage of
the Debtors' free cash flow," Mr. Schmaltz maintained. "Given
recent performance, business plan projections, and the lack of free
cash flow needed to make critical investments in their businesses,
the Debtors have determined that deleveraging their capital
structure is an absolute necessity."
On Sept. 30, 2016, the Company was scheduled to pay approximately
$4.6 million in debt service obligations. The Company, the First
Lien Lenders and the Second Lien Lenders separately entered into
forbearance agreements which enabled the parties to negotiate a
prepackaged restructuring contemplated under a restructuring
support agreement. To facilitate the negotiation and preparation
of the prepackaged restructuring completed under the RSA, the
agreed-to forbearance period has been further extended while the
RSA remains in effect, which contains a milestone requiring the
Debtors to commence the Chapter 11 cases.
Prepackaged Plan
Prior to the Petition Date, the Debtors commenced solicitation of
the Plan with the holders of First Lien Claims (Class 3) and Second
Lien Claims (Class 4), the only classes of creditors entitled to
vote on the Plan. By March 2, 2017, holders of approximately 98%
in amount of First Lien Claims and holders of approximately 98% in
amount of Second Lien Claims voted to accept the Plan.
"Given the overwhelming consensus among the Prepetition Secured
Parties evidenced by the RSA and the votes accepting the Plan by
the Voting Deadline, the Debtors are optimistic that they will
emerge from Chapter 11 expeditiously, and with an optimized balance
sheet that will allow the Reorganized Debtors to thrive in a
competitive industry," Mr. Schmaltz said.
"The Plan contemplates the Company's restructuring through a
debt-to-equity conversion of a substantial majority of the Debtors'
funded debt obligations. In particular, implementation of the
restructuring transaction contemplated by the Plan will enable the
Debtors to de-lever their balance sheet by more than $471.4 million
... and position their businesses for stability and success after
emergence from bankruptcy," he continued.
All allowed general unsecured claims will remain unimpaired under
the Plan. The Debtors believe that the Plan is in the best
interests of these estates and should be confirmed.
First Day Motions
To effectuate a restructuring and minimize the adverse effects of
filing for Chapter 11 on their businesses, on the Petition Date,
the Debtors have filed a number of motions seeking various types of
"first day" relief. The First Day Motions are necessary to enable
the Debtors to operate in Chapter 11 with minimum disruption, loss
of productivity, or value, and that each First Day Motion
constitutes a critical element in achieving a successful and
expeditious prepackaged reorganization of their businesses, and
best serves the interests of their estates, their creditors, and
all parties-in-interest.
About Answers Holdings
Answers Holdings began in February 2006 as AFCV, a portfolio of
e-commerce technologies, and launched its initial question and
answer platform in June 2009. In April 2011, the Company acquired
the www.answers.com domain, which has since become its most
trafficked website. In an effort to provide a full suite of
solutions that span the customer life cycle, the Company acquired
Webcollage and ForeSee in May and December, 2013, respectively. In
October 2014, an investment fund managed by Apax Partners, L.P., a
global private equity firm, acquired the Company through a merger.
The purchase price consideration was $914 million, which included a
cash equity contribution by an investment fund managed by Apax.
As of the Petition Date, the Company employs 484 people in the
United States and 562 individuals worldwide.
Kirkland & Ellis LLP serves as counsel to the Debtors. Alvarez &
Marsal North America, LLC serves as restructuring advisor to the
Debtors. Rust Consulting/Omni Bankruptcy acts as the Debtors'
notice and claims agent.
The Chapter 11 cases are assigned to Judge Stuart M. Bernstein of
the U.S. Bankruptcy Court for Southern District of New York.
APOLLO SOLAR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Apollo Solar, Inc.
23 Francis J. Clarke Circle
Bethel, CT 06801
Case No.: 17-50247
Chapter 11 Petition Date: March 7, 2017
Court: United States Bankruptcy Court
District of Connecticut (Bridgeport)
Judge: Hon. Julie A. Manning
Debtor's Counsel: Scott M. Charmoy, Esq.
CHARMOY & CHARMOY
1700 Post Road, Suite C-9
P.O. Box 804
Fairfield, CT 06824
Tel: (203) 255-8100
Fax: 203-255-8101
E-mail: scottcharmoy@charmoy.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by John Pfeifer, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb17-50247.pdf
BBL BUILDERS: Seeks to Hire Teal Becker as Accountant
-----------------------------------------------------
BBL Builders, L.P. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Texas to hire an accountant.
The Debtor proposes to hire Teal, Becker & Chiarmonte to prepare
its 2016 federal tax return, and provide other accounting services
related to its Chapter 11 case. The firm will be paid a flat fee
of $4,500.
James Drislane, a member of Teal Becker, disclosed in a court
filing that his firm does not represent any interest adverse to the
Debtor's bankruptcy estate.
The firm can be reached through:
James Drislane
Teal, Becker & Chiarmonte
7 Washington Square
Albany, NY 12205
Phone: (518) 456-6663
Fax: (518) 456-3975
About BBL Builders
BBL Builders, L.P., filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 16-41880) on October 14, 2016, and is represented by Eric
A. Liepins, Esq., in Dallas, Texas.
At the time of filing, the Debtor had $0 to $50,000 in estimated
assets and $10 million to $50 million in estimated liabilities.
The petition was signed by Mark Bette, managing member of general
partner.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb16-41880.pdf
BERNARD L. MADOFF: Chais' $20.2MM Deal with Investors Okayed
------------------------------------------------------------
Bonnie Eslinger, writing for Bankruptcy Law360, reports that a
California judge has granted final approval to a $20.2 million
settlement that investors and the state reached with the estate of
Stanley Chais -- a now-deceased Beverly Hills adviser who allegedly
funneled investor money into Bernie Madoff's Ponzi scheme.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the customers
of BLMIS are in need of the protection afforded by the Securities
Investor Protection Act of 1970. The District Court's Protective
Order (i) appointed Irving H. Picard, Esq., as trustee for the
liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his
counsel, and (iii) removed the SIPA Liquidation proceeding to the
Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland,
J.). Mr. Picard has retained AlixPartners LLP as claims agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later
transferred to Manhattan. In June 2009, Judge Lifland approved
the consolidation of the Madoff SIPA proceedings and the
bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of Dec. 14,
2016, the SIPA Trustee has recovered more than $11.486 billion
and, following the eight interim distribution in January 2017,
will raise total distributions to approximately $9.72 billion,
which includes more than $839.6 million in advances committed by
SIPC.
BIG JACK: Moody's Assigns B3 Rating to $305MM Secured Loans
-----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Big Jack Holdings
LP proposed $275 million guaranteed senior secured term loan B and
$30 million guaranteed senior secured revolver. In addition,
Moody's affirmed Jacks B3 Corporate Family Rating (CFR) and B3-PD
Probability of Default Rating (PDR). The outlook is stable.
Proceeds from the proposed $275 million term loan will be used to
repay approximately $195 million of outstanding debt as well as
fund an $85 million cash dividend to shareholders. Ratings are
subject to the execution of the proposed transaction and Moody's
review of final documentation.
"The ratings affirmation and stable outlook reflect Moody's views
that despite a material increase in leverage as a result of the
refinancing Moody's believes that credit metrics, particularly
leverage, will improve as operating performance improves and
management focuses on debt reduction over and above mandatory
amortization." Stated Bill Fahy, Moody's Senior Credit Officer. Pro
forma for the proposed refinancing leverage will increase to about
6.5 times from around 5.3 times for the twelve month period ending
January 3, 2017.
Assignments:
Issuer: Big Jack Holdings LP
-- Senior Secured Bank Credit Facility, Assigned B3(LGD3)
Outlook Actions:
Issuer: Big Jack Holdings LP
-- Outlook, Remains Stable
Affirmations:
Issuer: Big Jack Holdings LP
-- Probability of Default Rating, Affirmed B3-PD
-- Corporate Family Rating, Affirmed B3
The existing bank credit facility rated B3 will be withdrawn at
closing.
RATINGS RATIONALE
Jack's B3 Corporate Family Rating (CFR) reflects its high leverage
pro forma for the proposed financing, particularly in relation to
its very modest scale in regards to revenues and number of
restaurants, and very high level of geographic concentration in
Northern and Central Alabama, and certain risks as the company
completes its transition to a more return driven, private
equity-owned operator. The ratings are supported by Jack's brand
awareness in its core market of Northern and Central Alabama,
day-part distribution with a significant breakfast component,
positive same store sales trends, relatively stable earnings
stream, and very good liquidity.
The stable outlook reflects Moody's view that debt protection
metrics will improve over the intermediate term as new restaurants
are added and management focuses on debt reduction over and above
mandatory amortization. The outlook also anticipates the company
will maintain very good liquidity.
Factors that could result in an upgrade would include greater
diversification and scale as well as a sustained strengthening of
debt protection metrics driven in part by sustained positive same
store sales, particularly traffic. Specifically, a higher rating
would require measured progress toward greater diversification
beyond a somewhat limited customer base as well as debt to EBITDA
migrating towards 5.0 times and EBITA coverage of gross interest of
around 2.0. An upgrade would also require very good liquidity.
A downgrade could occur if debt protection metrics deteriorated
from current levels over the next twelve months. Specifically, a
downgrade could occur if debt to EBITDA increased above 6.5 times
or EBITA to interest coverage fell below 1.5 time on a sustained
basis. A deterioration in liquidity could also result in a
downgrade.
The B3 rating on the guaranteed senior secured $30 million revolver
and $275 million term loan, the same as the CFR, reflects the
majority position within Jack's capital structure that this debt
represents as well as the limited amount of other debt and non-debt
liabilities that are junior to the bank facility.
Jack's, with headquarters in Homewood, Alabama, owns and operates
140 restaurants in Northern and Central Alabama under the brand
name Jack's Family Restaurants ("JFR"). Jack's also owns and
operates Southeastern Food Merchandisers ("SFM") a food
distribution company, which distributes to JFR and third-party
customers. Annual net revenues are approximately $365 million.
Jack's is owned by Onex Partners.
The principal methodology used in these ratings was Restaurant
Industry published in September 2015.
BIG JACK: S&P Revises Outlook to Negative & Affirms 'B' CCR
-----------------------------------------------------------
S&P Global Ratings said that it revised its rating outlook on
Birmingham, Ala.-based QSR operator Big Jack Holdings LP to
negative from stable. S&P affirmed the 'B' corporate credit
rating.
At the same time, S&P assigned a 'B' issue-level rating to the
company's proposed senior secured credit facility with a recovery
rating of '3', indicating S&P's expectation for meaningful
(50%-70%; rounded estimate: 60%) recovery for lenders in the event
of a payment default. The senior secured credit facility consists
of a $30 million revolving credit facility due in 2022 and a
$275 million term loan B facility due in 2024.
The company will use proceeds from the proposed transaction to
extinguish the existing credit facility, pay an $85 million
dividend to owner Onex Partners Manager LP, and pay related fees
and expenses.
S&P based the outlook revision on deteriorating credit metrics. Pro
forma for the proposed transaction as of fiscal 2016, leverage is
6.7x, up from the mid-5x area. S&P also based the rating action on
its expectation that commodity inflation, labor costs, higher rent
expense following sale leaseback transactions in 2016, and
increased interest costs will pressure credit metrics in a
challenging restaurant environment.
Big Jack is a small player in the QSR industry with about 140
locations geographically concentrated in Alabama. S&P expects the
company to continue growing its store base at a mid-single-digit
percent rate over the next two years. With all of its restaurants
being company operated, it has a limited and less diverse revenue
stream versus other industry peers, many of which have franchised
operations.
The QSR industry has low barriers to entry and operating
fundamentals could become challenged because of increased
competition from other QSRs that have broader scale and similar
quality food. The company's small scale and exposure to commodity
cost increases could affect EBITDA margin, given the company does
not hedge these costs. Similar to peers, management attempts to
manage food inflation with menu promotions for more favorable
proteins and/or price increases and cost management initiatives,
including menu upgrades and improving the quality of food offerings
to drive customer traffic.
Though modest in scale, the company has a good competitive position
in its core Alabama markets as it tends to operate in small rural
towns, which have fewer operators and less competition. As a
result, the company's average unit volume is significantly higher
than that of some peers. The company participates in all dayparts
and enjoys a higher percentage of breakfast revenues than most of
its competitors, as breakfast is becoming a fast-growing segment
within the QSR industry.
Big Jack has a highly leveraged capital structure as a result of
the leveraged buyout in 2015, and with the proposed transaction,
pro forma leverage is 6.7x and funds from operations to debt is
about 10% as of Dec. 31, 2016. These ratios as well as modest cash
flow generation and ownership by a private equity sponsor support
S&P's view of the company's highly leveraged financial risk
profile. Based on S&P's assumptions over the next 12 months, it
expects leverage will decline to the mid-6x area, but this
improvement could be delayed if commodity inflation accelerates and
wages continue to rise above S&P's base case scenario.
Key assumptions in S&P's base-case forecast include:
-- U.S. GDP growth of about 2.4% and real consumer spending
growth of 2.5% in 2017;
-- Sales growth in the mid- to high-teen percents reflecting
positive same-store sales, additional volume growth of its
distribution channel, and new unit growth modestly higher
than S&P's previous forecasts;
-- S&P expects EBITDA margin to decline by about 120 basis
points or more from commodity inflation and higher labor
costs;
-- Capital spending of about $20 million to $25 million for
maintenance, distribution growth, and store growth;
-- Modest free operating cash flow generation of about
$25 million to $30 million; and
-- Potential for further sales leaseback with proceeds that
could be used to reduce term loan.
S&P views Big Jack's liquidity as adequate to cover its needs over
the next 12 months. However in S&P's view, though it meets the
strong quantitative characteristics, it thinks its financial policy
initiatives such as the potential for additional debt-funded
dividends, could impair the company's performance metrics and
financial flexibility. This is supported by its elevated leverage
and other qualitative characteristics that would not meet S&P's
view of a strong liquidity assessment. S&P's assessment of the
company's liquidity profile incorporates the following expectations
and assumptions:
-- S&P expects sources of liquidity to exceed uses by at least
1.2x;
-- S&P also expects sources to exceed uses even if forecast
EBITDA declines by 15%;
-- No near term debt maturities as the nearest debt maturity is
in 2022;
-- The likely ability to absorb high-impact, low-probability
events with limited need for refinancing, as S&P thinks the
revolver will remain mostly undrawn; and
-- The company is not subject to maintenance financial
covenants on the first-lien credit facility. The revolving
credit facility has a springing net first-lien leverage
ratio when the facility is drawn more than 35% of the
commitment.
Principal liquidity sources:
-- Minimal cash on hand, pro forma for the transaction;
-- Full borrowing availability of about $30 million under the
company's revolving credit facility; and
-- Approximately $40 million-$45 million operating cash flows.
Principal liquidity uses:
-- Annual debt amortization of $2.8 million; and
-- About $20 million-$25 million of capital expenditures for
ongoing maintenance, distribution growth and new stores.
The negative outlook reflects the company's high debt leverage pro
forma for the transaction, and S&P's view that leverage will
modestly improve but remain elevated over the next 12-18 months.
S&P could consider a downgrade if liquidity becomes constrained or
if operating performance and credit measures deteriorate such that
leverage is sustained more than 6.5x or cash flows become negative.
In this scenario, cost savings initiatives, remodels, and rebuilds
fail to generate added sales leverage to Big Jack's existing store
footprint, while commodity inflation and/or labor costs accelerate
beyond S&P's expectations. Another scenario that could cause a
downgrade would include material debt-financed dividends.
S&P could revise the outlook to stable if the company continues to
demonstrate good sales and profit growth and improves debt leverage
to less than 6x, which could occur if the company uses its free
cash flows to pay down debt. In addition, an outlook revision to
stable would incorporate our belief that the company will maintain
adequate liquidity and moderate cash flows. Also, S&P's comfort
level with future debt financed dividends will play a role in an
outlook revision.
BILL BARRETT: Reports 2016 Net Loss of $170 Million
---------------------------------------------------
Bill Barrett Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $170.4 million on $178.8 million of total operating
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $487.8 million on $207.9 million of total operating revenues for
the year ended Dec. 31, 2015.
For the fourth quarter of 2016, the Company reported a net loss of
$49 million, or $0.79 per diluted share. Adjusted net income
(non-GAAP) for the fourth quarter of 2016 was a net loss of $11
million, or $0.18 per diluted share. EBITDAX for the fourth
quarter of 2016 was $46 million.
Chief Executive Officer and President Scot Woodall commented,
"Despite a challenging year of lower oil prices, we did an
excellent job of managing through the downturn and executing on our
financial and operational goals. Focusing on the items within our
control allowed us to report solid results for 2016, with the key
drivers being production above our initial guidance expectations,
capital spending coming in lower than anticipated, and LOE and G&A
that were both significantly lower. We also meaningfully improved
our DJ Basin oil price differentials, which helped us achieve best
in class operating margins relative to our peers."
"Based on current well cost assumptions, our XRL drilling program
generates attractive economic returns in the current commodity
price environment. Accordingly, we are adding a second drilling
rig to accelerate development and position us for increased
production growth and stronger cash flows in the future. We are
incorporating enhanced drilling and completion concepts that we
believe will translate into improved well performance and recovery
going forward. Our priority for this year is to maintain
flexibility with respect to our balance sheet as we entered 2017
with $276 million of cash, an undrawn credit facility, and a strong
underlying hedge position."
Mr. Woodall continued, "We plan to efficiently allocate capital to
our asset portfolio, while managing our liquidity and financial
flexibility. Our 2017 capital budget of $255-$285 million
incorporates the addition of a drilling rig during the second
quarter and will be funded with operating cash flow and cash on
hand and we will maintain an undrawn credit facility. This will
result in annual production growth of approximately 7% at the
mid-point, pro forma for asset divestitures. The increased
activity translates into very strong production growth for 2018
that is anticipated to be 30%-50% higher than 2017, with a greater
increase in oil volumes."
The Company's balance sheet at Dec. 31, 2016, showed $1.38 billion
in total assets, $813.79 million in total liabilities and $571.54
million in total stockholders' equity.
At Dec. 31, 2016, the Company's $300 million revolving credit
facility had zero drawn and $274.0 million in available capacity,
after taking into account a $26.0 million letter of credit. The
principal balance of long-term debt was $718.2 million and cash and
cash equivalents were $275.8 million, resulting in net debt
(principal balance of debt outstanding less the cash and cash
equivalents balance) of $442.4 million. Cash and cash equivalents
include approximately $110 million of net proceeds from the common
stock offering completed in December 2016.
DJ Basin Acquisition
The Company recently closed a transaction to acquire approximately
13,000 net acres in the DJ Basin for $11.8 million. The acquired
acreage extends southwest of the Company's current NE Wattenberg
acreage position, including its six 1,280 acre "south of the river"
DSUs currently under development. It is estimated that the
acquired acreage contains approximately 80 operated XRL drilling
locations and additional ownership in approximately 20 gross XRL
locations, which are all prospective for the Niobrara "B", Niobrara
"C" and Codell horizons.
In addition, the Company was the successful bidder on five lease
parcels at the November 2016, Colorado state lease sale, comprising
830 acres, for bonus bids totaling approximately $1.5 million.
Capital Expenditures
Capital expenditures of $98.3 million for 2016 were 66% lower than
2015 and included drilling 15 net operated XRL wells in the DJ
Basin. Capital expenditures included $86.3 million for drilling
and completion operations, $5.6 million for leaseholds to expand
development programs, and $6.4 million for infrastructure and
corporate purposes.
Capital expenditures for the fourth quarter of 2016 totaled $28.8
million and included drilling 11 net operated XRL wells in the DJ
Basin. Capital expenditures included $25.5 million for drilling
and completion operations, $3.0 million for leaseholds, and $0.3
million for infrastructure and corporate assets.
Teleconference Call and Webcast
The Company plans to host a conference call on Friday, March 3,
2017, to discuss the results and other items presented in this
press release. The call is scheduled at 10:00 a.m. Eastern time
(8:00 a.m. Mountain time). Please join the webcast conference call
live or for replay via the Internet at www.billbarrettcorp.com,
accessible from the home page. To join by telephone, call
855-760-8152 (631-485-4979 international callers) with passcode
60765706. The webcast will remain on the Company's website for
approximately 30 days and a replay of the call will be available
through Friday, March 10, 2017, at 855-859-2056 (404-537-3406
international) with passcode 60765706.
For additional information, reference the Fourth Quarter and
Full-Year 2016 Results presentation that will be available on the
Investor Relations page of the Company's website prior to the start
of the conference call.
Members of management are scheduled to participate in the following
investor events:
* March 16, 2017 - Wells Fargo Securities High Yield group
meeting in Denver, CO
* March 27, 2017 - Scotia Howard Weil Energy Conference in New
Orleans, LA
Presentation materials for the conference will be posted to the
Company's website at www.billbarrettcorp.com in the Investor
Relations section.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/7uhSfd
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.
* * *
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 June 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.
BLAIR OIL: Chapter 7 Trustee Taps Peter Blair as Investigator
-------------------------------------------------------------
The Chapter 7 trustee of Peter Blair's bankruptcy estate has filed
an application seeking court approval to hire the former manager of
Blair Oil Investments, LLC.
In his application filed with the U.S. Bankruptcy Court in
Colorado, Jeffrey Weinman proposes to hire Mr. Blair to assist in
the valuation and liquidation of BOI's oil and gas assets, and in
the investigation into the pre-bankruptcy affairs of the company.
He will be paid an hourly rate of $100.
Mr. Blair's employment as an investigator is "without prejudice" to
the trustee and will not be adverse to ARB Trust, BOI's largest
creditor, according to court filings.
The bankruptcy estate of Mr. Blair holds 100% of the membership of
BOI. Mr. Blair served as manager of the company from its inception
through the end of 2012.
About Blair Oil Investments
Blair Oil Investments, LLC sought Chapter 11 protection (Bankr. D.
Col. Case No. 15-15009) May 7, 2015. The Debtor estimated assets
and liabilities in the range of $1 million to $10 million. The
Debtor tapped Harvey Sender, Esq., at Sender Wasserman Wadsworth,
P.C. as counsel.
Peter H. Blair filed his voluntary petition for relief under
Chapter 11 of the Bankruptcy Code also on May 7, 2015 (Case No.
15-15008). On August 20, 2015, Mr. Blair's bankruptcy case was
converted to a case under Chapter 7. Jeffrey A. Weinman is the
Chapter 7 trustee for Mr. Blair's bankruptcy estate. Mr. Blair's
bankruptcy estate is the holder of 100% of the membership of BOI.
BONANZA CREEK: Equity Committee Seeks Trustee or Examiner Appt.
---------------------------------------------------------------
BankruptcyData.com reported that Bonanza Creek's ad hoc committee
of equity security holders filed with the U.S. Bankruptcy Court a
motion for an order (i) appointing a Chapter 11 trustee, pursuant
to Section 1104(a) of the Bankruptcy Code, or (ii) in the
alternative, appointing an examiner, pursuant to Section 1104(c) of
the Bankruptcy Code. The motion explains, "This case marks another
example of apparent collusion between a vocal group of
sophisticated hedge funds and a debtor's management team attempting
to steal value from subordinated parts of a debtor's capital
structure. The diversion of value in this case is so egregious as
to warrant the exceptional relief requested. The Ad Hoc Equity
Committee also stands ready to engage with an independent trustee
on an alternative plan that will provide more new money at a higher
valuation for the benefit of all stakeholders of the Debtors . . .
the Debtors valued the company in the $1.4 billion to $4.2 billion
range (for a base case valuation) as of September 2016, the equity
valuation underscoring the Disclosure Statement is only $690
million. The Debtors saw fit to deliver their company to the
Noteholders once they walked away from the 2016 Valuation and
adopted the PWP Valuation. But what could have possibly caused
Debtors' management to take such a negative outlook of an
enterprise they thought could be worth as much as $4.2 billion at
year-end 2018 while oil and gas prices continued to rise? If
anything, the Debtors' value should have substantially increased
above the values reflected in the 2016 Management Presentation as
the commodity prices which drive the Company's revenues have risen
and the economic climate for companies in the Debtors' industry has
continued to improve. Perhaps one explanation for this shift in
views regarding valuation is the fact that negotiations between the
Supporting Noteholders and the Debtors resulted in a plan which
delivers 10% of the New Common Stock to management under an
otherwise indefensible management incentive plan (the 'MIP')."
About Bonanza Creek Energy
Bonanza Creek Energy, Inc. (NYSE: BCEI) --
http://www.bonanzacrk.com/-- is an independent oil and Natural Gas
Company engaged in the acquisition, exploration, development and
production of onshore oil and associated liquids-rich natural gas
in the U.S. The Company's assets and operations are concentrated
primarily in the Rocky Mountain region in the Wattenberg Field,
focused on the Niobrara and Codell formations, and in southern
Arkansas, focused on oily Cotton Valley sands.
On Jan. 4, 2017, Bonanza Creek Energy, Inc., and six affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. Case No.
17-10015). The cases are pending before the Hon. Kevin J. Carey,
and the Debtors have requested joint administration of the cases.
Bonanza Creek Energy on Dec. 23, 2016, filed a Joint Prepackaged
Plan of Reorganization and Disclosure Statement after reaching a
deal with (i) certain holders that own or manage with the authority
to act on behalf of the beneficial owners of 51.1% in aggregate
principal amount of Bonanza Creek's approximately $800 million in
aggregate principal amount of outstanding 5.75% Senior Notes and
6.75% Senior Notes; and (ii) NGL Energy Partners LP and NGL Crude
Logistics, LLC, the counterparties to one of the Debtors' crude oil
purchase and sale agreements.
Davis, Polk & Wardwell LLP is acting as legal counsel to the
Debtors, Richards, Layton & Finger, P.A., is acting as co-counsel,
Perella Weinberg Partners LP is acting as financial advisor,
Alvarez & Marsal LLC is acting as restructuring advisor and Prime
Clerk LLC is acting as notice, claims and solicitation agent to the
Company in connection with its restructuring efforts.
Kirkland & Ellis LLP serves as legal counsel and Evercore Group
L.L.C. serves as financial advisor to the ad hoc committee of
holders of the Senior Notes.
BREMAR DEVELOPMENT: Trustee Sought for Protection of Stakeholders
-----------------------------------------------------------------
Jenny Henao, a party-in-interest, filed an Expedited Renewed Motion
asking the U.S. Bankruptcy Court for the Southern District of
Florida to direct the appointment of a Chapter 11 Trustee for
Bremar Development, LLC.
Ms. Henao has filed a case seeking the equitable distribution of
the Debtor and its Property as assets in her marriage with Jorge D.
Marrero. Before the Debtor filed the bankruptcy case, Ms. Henao
filed a Verified Petition for Dissolution of Marriage and Other
Relief.
According to Ms. Henao, Mr. Marrero has refused to enter into a
sale contract because it would weaken the case for the result that
he personally favors refinancing. In so doing, he is putting at
jeopardy a purchase offer that would generate a 100% recovery for
all creditors in the case and produce a significant return to
equity, Ms. Henao tells the Court. He is also defying the express
wishes of Ms. Henao, the only other major stakeholder in the case,
as well as the terms of the Final Judgment, Ms. Henao tells the
Court. Under the circumstances, a neutral trustee must be
appointed to ensure that the Debtor conducts itself in a manner
that will protect and advance the interests of all stakeholders,
not just Mr. Marrero, Ms. Henao further asserts.
Therefore, Ms. Henao asks the Court to grant the Motion and direct
the appointment of a Chapter 11 trustee.
About Bremar Development
Bremar Development, LLC, filed a chapter 11 petition (Bankr. S.D.
Fla. Case No. 16-21328) on Aug. 17, 2016. The petition was signed
by Jorge D. Marrero, sole managing member. The case is assigned to
Judge Laurel M. Isicoff. The Debtor is represented by Kristopher
E. Pearson, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A. 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 on Oct. 14 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Bremar Development, LLC.
CAL DIVE: Aims To Get Back Over $20M in Payments Made Before Ch. 11
-------------------------------------------------------------------
Matt Chiappardi, writing for Bankruptcy Law360, reports that The
Rosner Law Group LLC, counsel for Cal Dive International Inc., has
started almost 150 avoidance actions seeking to claw back more than
$20 million in payments made during the 90-day period before the
Debtor entered Chapter 11protection.
About Cal Dive
Houston, Texas-based marine contractor Cal Dive International,
Inc., provides manned diving, pipelay and pipe burial, platform
installation and salvage, and light well intervention services to
the offshore oil and natural gas industry on the Gulf of Mexico
OCS, Northeastern U.S., Latin America, Southeast Asia, China,
Australia, West Africa, the Middle East, and Europe. Cal Dive and
its U.S. subsidiaries filed simultaneous voluntary petitions
(Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015.
Through the Chapter 11 process, the Company intends to sell
non-core assets and intends to reorganize or sell as a going
concern its core subsea contracting business.
Cal Dive disclosed total assets of $571 million and total debt of
$411 million as of Sept. 30, 2015.
The Debtors tapped Richards, Layton & Finger, P.A., as counsel,
O'Melveny & Myers LLP, as co-counsel; Jones Walker Jones Walker
LLP
as corporate counsel; and Kurtzman Carson Consultants, LLC, as
claims and noticing agent. The Debtors also tapped Carl Marks
Advisory Group LLC as crisis managers and appoint F. Duffield
Meyercord as chief restructuring officer.
The U.S. Trustee for Region 3 amended the committee of unsecured
creditors in the case from five-member committee to four members.
The Committee retained Akin Gump Strauss Hauer & Feld LLP and
Pepper Hamilton LLP as co-counsel; and Guggenheim Securities, LLC
as exclusive investment banker.
Cal Dive Offshore Contractors, Inc., disclosed total assets of
$233,273,806 and $311,339,932 in liabilities as of the Chapter 11
filing.
CALIFORNIA PROTON: Will Explore Potential Sale During Restructuring
-------------------------------------------------------------------
California Proton Treatment Center, LLC, a technologically-advanced
cancer treatment center, commenced a case under Chapter 11 of the
Bankruptcy Code with the U.S. Bankruptcy Court for the District of
Delaware after its prepetition lenders refused to further extend
credit outside of bankruptcy.
Doing business as Scripps Proton Therapy Center, the Company
announced that it will continue to offer radiation treatment to
patients at its facility in Mira Mesa as it undergoes a corporate
restructuring process.
"CPTC will continue to operate at the very highest quality with the
current team of physicians, nurses, medical technicians, and
clinical staff," said Jette Campbell, chief restructuring officer
at CPTC and a partner at Carl Marks Advisors, in a press statement.
"This restructuring will allow the Company to create an improved
regional facility for use by a wide range of healthcare providers
in the area. Our doors will remain open to administer
highly-specialized cancer therapies, and a Patient Ombudsman will
ensure that our transition to a new organizational framework won't
affect patients or staff."
Dr. Carl Rossi, the medical director at the facility added, "We
believe this restructuring will enhance our operations and allow us
to administer our advanced proton therapy care to a wider spectrum
of patients."
CPTC was formed on June 30, 2009, to develop and operate a
licensed, freestanding healthcare center in the San Diego,
California area providing proton radiation treatment services to
patients with cancerous solid tumors. Proton therapy is an
advanced form of radiation therapy that uses a beam of protons to
attack cancerous cells.
Mr. Campbell disclosed in an affidavit filed with the court that
the Proton Center has not operated on a profitable or even a
break-even basis since its opening in February 2014. As a result,
he added, the Debtor has relied on continual funding from the
prepetition facility to maintain operations at the Proton Center.
"The Prepetition Secured Parties have worked with the Debtor to
accommodate these financial difficulties by amending the
Prepetition Facility on three separate occasions," Mr. Campbell
said. "Despite these efforts, the Proton Center has been unable to
adequately improve its operations to achieve profitability."
Failing to attract alternative sources of capital, the Debtor has
concluded that the best path forward for it and its creditors is a
bankruptcy proceeding.
ORIX Capital Markets, LLC, Varian Medical Systems International AG,
and JPMorgan Chase Bank, N.A. are the lenders under the Debtor's
prepetition facility, with ORIX serving as the agent on behalf of
the prepetition secured parties. The Debtor was, as of the
Petition Date, indebted to the prepetition secured parties at least
$180.73 million, court documents show.
Contemporaneously with the petition, the Debtor has filed a motion
with the court seeking authority to obtain a $16 million
post-petition financing and utilize cash collateral to fund its
operations and to explore the potential sale of all or
substantially all of its assets.
The Chapter 11 case has been assigned to Judge Selber Silverstein
and Case No. 17-10477.
Locke Lord LLP and Polsinelli PC serve as the Debtor's attorneys.
Cain Brothers & Company, LLC serves as the Debtor's investment
banker. Carl Marks Advisory Group LLC acts as the Debtor's
financial advisor.
CALRISSIAN LP: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The Office of the U.S. Trustee on March 6 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Calrissian LP.
Calrissian LP sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 17-10356) on February 15, 2017. The
petition was signed by Jesse Watson, manager, Virgo Services
Company, general partner of the Debtor.
At the time of the filing, the Debtor estimated its assets at $1
million to $10 million and debts at $50 million to $100 million.
Baker Botts L.L.P. represents the Debtor as bankruptcy counsel.
Morris, Nichols, Arsht & Tunnell LLP serves as Baker Botts'
co-counsel.
CARRIERWEB LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: CarrierWeb, LLC
200 Technology Court, Suite E
Smyrna, GA 30082
Case No.: 17-54087
Chapter 11 Petition Date: March 6, 2017
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Debtor's Counsel: G. Frank Nason, IV, Esq.
LAMBERTH, CIFELLI, ELLIS & NASON, P.A.
Suite W212
1117 Perimeter Center West
Atlanta, GA 30338
Tel: (404) 262-7373
Fax: (404) 262-9911
E-mail: fnason@lcenlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by R. Fenton-May, manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb17-54087.pdf
CATASYS INC: Reports Revenue Increase of 200% to $3.8-Mil. for Q4
-----------------------------------------------------------------
Catasys, Inc., reported its financial results for the three-month
period and full year ended Dec. 31, 2016.
"Revenue increased by 200% to $3.8 million for the fourth quarter
of 2016; which allowed us to generate our first EBITDA positive
quarter. This growth is attributable to the ongoing enrollment of
patients into OnTrak over the course of the year, with enrollment
increasing by more than 57% in 2016 compared with the same period
in 2015. Customer-specific limitations and restrictions and
changes to their underlying populations have previously impacted
our growth, but we anticipate those being resolved going forward.
We have established a strong foundation for our Company to grow, as
we focus on the rapid scaling of our operations in 2017 and
beyond," said Rick Anderson, president and COO of Catasys.
"We have carried significant momentum into 2017, as we have already
announced the signing of new contracts with two of the nation's
leading health insurance companies. We anticipate that new health
plan customer launches early in the second quarter will result in
continued strong enrollment growth. In addition, we have a number
of near-term new customer opportunities that we believe will
increase our equivalent lives1 to 20 million by the end of 2017
from the 7.5 million at the end of 2016," concluded Mr. Anderson.
Recent Business Highlights
* Contracted with the largest U.S. health insurance company to
implement OnTrak-U solution for anxiety, depression and
substance use disorders for a launch in 8 states
* Announced new contract to expand the OnTrak-A solution into
Massachusetts and Texas
* Announced the expansion of an existing program to the
individual and health care exchange population for depression,
anxiety and substance use disorder members.
Fourth Quarter 2016 Financial Highlights
Revenue was $3.8 million for the fourth quarter of 2016, a
sequential increase of 184% compared to $1.3 million for the third
quarter of 2016, and an increase of 200% compared to $1.3 million
during the same period in 2015. This growth is attributable to
expanded enrollment for OnTrak, which increased 52% compared to the
three months ended Dec. 31, 2015, and the recognition of previously
deferred revenue due to meeting contractual savings guarantees.
Deferred revenue was $1.5 million at Dec. 31, 2016, compared with
$3.2 million at Sept. 30, 2016. When fees are received in advance,
deferred revenue is recognized over the period the member is
enrolled. Any fees subject to performance guarantees are deferred
until such time as those performance standards are met; generally
calculated annually. Catasys has historically been able to record
its deferred revenue as actual revenue during the course of the
business cycle, except for limited cases where members terminated
from the program early.
Net loss was $(1.5) million, or $(0.03) per basic and diluted
share, for the fourth quarter of 2016, compared to a net income of
$1.1 million, or $0.02 per basic and diluted share, for the fourth
quarter of 2015.
EBITDA was $355,277 for the fourth quarter of 2016, compared to
$(1.3) million for the fourth quarter of 2015.
General and administrative expenses were $2.3 million for the
fourth quarter of 2016, an increase of 21% compared to $1.9 million
for the fourth quarter of 2015.
Total operating expenses were $3.6 million for the fourth quarter
of 2016, compared to $2.7 million for the fourth quarter of 2015 as
the company expands the number of enrolled members and ramps up
staff in preparation for near term anticipated new contract
launches.
Full Year 2016 Financial Highlights
Revenue was $7.1 million for the year ended December 31, 2016, an
increase of 162% compared to $2.7 million in 2015. This growth is
attributable to expanded enrollment for OnTrak, which increased by
57% compared to the year ended Dec. 31, 2015.
Deferred revenue was $1.5 million at Dec. 31, 2016, a decrease of
$158,000, compared to $1.7 million at Dec. 31, 2015. When fees are
received in advance, deferred revenue is recognized over the period
the member is enrolled. Any fees subject to performance guarantees
are deferred until such time as those performance standards are
met; generally calculated annually. Catasys has historically been
able to record its deferred revenue as actual revenue during the
course of the business cycle, except for limited cases where
members terminated from the program early.
Loss from operations was $(6.6) million for the year ended
Dec. 31, 2016, compared to $(8.9) million for the year ended
Dec. 31, 2015.
EBITDA was a $(5.7) million for the year ended Dec. 31, 2016,
compared to $(7.4) million for the year ended Dec. 31, 2015.
Net loss was $(17.9) million, or $(0.33) per basic and diluted
share, for the year ended Dec. 31, 2016, compared to a net loss of
$(7.2) million, or $(0.18) per basic and diluted share, for the
year ended Dec. 31, 2015. The increased net loss was primarily due
to the decrease in the change in fair value of warrants, the
increase in the change in fair value of derivative liability, an
increase in interest expense, the increase in the loss on debt
extinguishment, offset by the decrease in the loss from operations,
and a decrease in the loss on the exchange of warrants.
General and administrative expenses were $8.8 million for the year
ended Dec. 31, 2016; a decrease of 2% compared to $9.0 million for
the year ended Dec. 31, 2015.
Total operating expenses were $13.6 million for the year ended Dec.
31, 2016, compared to $11.6 million for the year ended
Dec. 31, 2015.
A full-text copy of the press release is available for free at:
https://is.gd/wjZ0DP
About Catasys Inc.
Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.
Catasys reported a net loss of $7.22 million on $2.70 million of
revenues for the year ended Dec. 31, 2015, compared with a net
loss of $27.3 million on $2.03 million of revenues for the year
ended Dec. 31, 2014.
As of Sept. 30, 2016, Catasys had $3.85 million in total assets,
$28.43 million in total liabilities and a total stockholders'
deficit of $24.58 million.
Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has continued
to incur significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2015, and continues to
have negative working capital at Dec. 31, 2015. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
CECCHI GORI: Court Denies Bid for Ch. 11 Trustee Appointment
------------------------------------------------------------
Judge Elaine Hammond of the U.S. Bankruptcy Court for the Northern
District of California entered an Order denying, without prejudice,
the request for appointment of a Chapter 11 Trustee for Cecchi Gori
Pictures.
The Order was made pursuant to the United States Trustee's Motion
to Appoint a Chapter 11 Trustee, or in the Alternative, to Convert
the Case to Chapter 7 or Dismiss Case of the Debtor.
About Cecchi Gori
Cecchi Gori Pictures has filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 16-53499) on Dec. 14, 2016, and is represented by Ori
Katz, Esq., in San Francisco, California.
At the time of filing, the Debtor had $1 million to $10 million in
estimated assets and $1 million to $10 million in estimated
liabilities.
The petition was signed by Andrew De Camara, chief executive
officer.
The Debtor hired Sheppard Mullin Richter & Hampton, LLP, as
bankruptcy counsel.
CHADHAM HOMEOWNERS: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Chadham By The Sea Homeowners
Association, Inc. as of March 6, according to a court docket.
About Chadham By The Sea Homeowners
Chadham By The Sea Homeowners Association, Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
17-00520) on January 27, 2017. At the time of the filing, the
Debtor estimated assets of less than $100,000 and liabilities of
less than $1 million.
The case is assigned to Judge Karen S. Jennemann. James H. Monroe,
P.A. represents the Debtor as bankruptcy counsel. Cole &
Associates, LLC serves as the Debtor's accountant.
CLASSICAL DEVELOPMENT: Taps Cooper & Scully as Legal Counsel
------------------------------------------------------------
Classical Development, Ltd. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to hire Cooper & Scully, PC to give legal
advice regarding its duties under the Bankruptcy Code, negotiate
with creditors, assist in any potential sale of assets, prepare a
bankruptcy plan, and provide other legal services.
Julie Koenig, Esq., the attorney at Cooper & Scully who will
represent the Debtor, will charge an hourly rate of $425.
Paralegal time is billed at $100 per hour.
Cooper & Scully does not represent any interest or claim adverse to
the Debtor's bankruptcy estate, according to court filings.
The firm can be reached through:
Julie Mitchell Koenig, Esq.
Cooper & Scully, PC
815 Walker, Suite 1040
Houston, TX 77002
Tel: 713-236-6800
Fax: 713-236-6880
Email: julie.koenig@cooperscully.com
About Classical Development Ltd.
Classical Development, Ltd. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-31113) on
February 27, 2017. The petition was signed by Fred Forshey,
president of Music Management LLC, general partner for the Debtor.
The case is assigned to Judge Karen K. Brown.
At the time of the filing, the Debtor disclosed $3.25 million in
assets and $1.43 million in liabilities.
CLAYTON WILLIAMS: Reports 2016 Net Loss of $292.15 Million
----------------------------------------------------------
Clayton Williams Energy, Inc. filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $292.15 million on $289.41 million of total revenues
for the year ended Dec. 31, 2016, compared to a net loss of $98.19
million on $232.37 million of total revenues for the year ended
Dec. 31, 2015.
As of Dec. 31, 2016, Clayton Williams had $1.49 billion in total
assets, $1.33 billion in total liabilities and $160.53 million in
shareholders' equity.
The key factors affecting the comparability of the past two years
were:
* Oil and gas sales, excluding amortized deferred revenues,
decreased $54.1 million to $158.8 million in 2016 from $212.9
million in 2015. Production variances accounted for $30.7
million of the decrease and price variances accounted for
$23.4 million of the decrease. Average realized oil prices
were $38.58 per barrel in 2016 versus $44.76 per barrel in
2015, average realized gas prices were $2.31 per Mcf in 2016
versus $2.52 per Mcf in 2015, and average realized natural gas
liquids ("NGL") prices were $13.26 per barrel in 2016 versus
$13.07 per barrel in 2015. Amortized deferred revenue in 2016
totaled $1.5 million as compared to $4.5 million in 2015.
* Oil, gas and NGL production per barrel of oil equivalent per
day ("BOE/d") decreased 14% in 2016, to 13,652 BOE/d, as
compared to 15,818 BOE/d in 2015, with oil production
decreasing 15% to 9,899 barrels per day, gas production
decreasing 16% to 13,369 Mcf per day, and NGL production
increasing 1% to 1,525 barrels per day. Oil and NGL
production accounted for approximately 84% of the Company's
total BOE production in 2016 versus 83% in 2015. After giving
effect to the sale of substantially all of the Company's
assets in the Giddings Area in East Central Texas in December
2016, the sale of interests in certain wells in Glasscock
County, Texas in July 2016 and the sale of selected leases and
wells in South Louisiana in September 2015, oil, gas and NGL
production per BOE/d increased 1% in 2016 as compared to 2015.
* Production costs in 2016 were $70.9 million versus $87.6
million in 2015 due to lower oilfield service costs and
decreased activity. After giving effect to a 14% decrease in
total production, production costs on a BOE basis, excluding
production taxes, decreased 4% to $12.68 per BOE in 2016
versus $13.23 per BOE in 2015.
* Interest expense for 2016 was $93.7 million versus $54.4
million for 2015. The increase was due primarily to $44.3
million of incremental interest expense on funded indebtedness
incurred under a second lien term loan credit facility issued
in connection with a refinancing in March 2016 (the
"Refinancing"). For the second and third quarters of 2016,
the Company elected to pay interest on the term loan facility
in-kind and resulted in an increase in the principal amount of
the term loan to $377.2 million.
* The Company accounts for the warrants issued in connection
with the Refinancing as derivative instruments and carries the
warrants as a non-current liability at their fair value. The
Company recorded a $230 million loss on change in fair value
in 2016 due primarily to the impact on the valuation model of
a 730% increase in the market price of the Company's common
stock from $14.37 at March 15, 2016 to $119.26 at Dec. 31,
2016.
* Loss on commodity derivatives for 2016 was $20.3 million
(including a $7.4 million loss on settled contracts) versus a
gain on commodity derivatives in 2015 of $12.5 million
(including a $12.5 million gain on settled contracts).
* Lower commodity prices negatively impacted its results of
operations due to asset impairments. The Company recorded
impairments of property and equipment of $7.6 million in 2016,
of which $5.2 million related primarily to impairments of
proved non-core properties located in North Dakota, Oklahoma,
California and the Cotton Valley area of Texas and $2.4
million related to the impairment of certain drilling rigs and
related equipment to reduce the carrying value to their
estimated fair values. By comparison, the Company recorded
impairments of property and equipment of $41.9 million in
2015, of which $37.9 million related primarily to impairments
of proved non-core properties in the Permian Basin and
Oklahoma and $4 million related to the impairment of certain
drilling rigs and related equipment to reduce the carrying
value to their estimated fair values.
* The Company recorded a net gain of $118.8 million on sales of
assets and impairment of inventory in 2016 compared to a net
loss of $3 million in 2015. The 2016 gain related primarily
to the sale of substantially all of the Company's assets in
the Giddings Area in East Central Texas in December 2016 and
the sale of interests in certain wells in Glasscock County,
Texas in July 2016. The 2015 loss related primarily to the
write-down of inventory to reduce the carrying value to the
estimated fair value offset by gains on the sale of selected
leases and wells in South Louisiana in September 2015, the
release of sales proceeds previously held in escrow pending
resolution of title requirements associated with the sale of
certain non-core Austin Chalk/Eagle Ford assets sold in March
2014, the sale of leases in Oklahoma in May and June 2015, and
the sale of selected wells in Martin and Yoakum Counties,
Texas in March 2015.
* The Company recorded an $8.4 million charge to fully impair
the carrying value of the Company's investment in Dalea
Investment Group, LLC in 2016, as compared to a partial
impairment of this investment of $2.6 million in 2015.
* General and administrative expenses for 2016 were $23 million
versus $22.8 million for 2015. G&A expense increased due
primarily to increases in salary and personnel expense.
Changes in compensation expense related to the Company's APO
Reward Plans accounted for a $7.9 million decrease ($7.9
million credit in 2016 versus a negligible credit in 2015)
which was due primarily to reductions in previously accrued
compensation associated with the APO Reward Plans affected by
the Giddings sale. Compensation expense related to issuances
of restricted stock and stock options under the Company's
long-term incentive plan accounted for a $5.7 million
increase.
* The Company redeemed $100 million of 7.75% Senior Notes due
2019 in a tender offer in August 2016 and recorded a gain on
early extinguishment of long-term debt during 2016 of $4
million.
The Company reported net loss for the fourth quarter of 2016 of
$27.2 million, or $1.54 per share, as compared to a net loss of
$47.2 million, or $3.88 per share, for the fourth quarter of 2015.
Adjusted net loss1 (non-GAAP) for 4Q16 was $26.2 million, or $1.49
per share, as compared to adjusted net loss1 (non-GAAP) of $22.1
million, or $1.82 per share, for 4Q15. Cash flow from operations
for 4Q16 was $2.8 million as compared to $(2.8) million for 4Q15.
EBITDAX2 (non-GAAP) for 4Q16 was $13.3 million as compared to $20.7
million for 4Q15.
The key factors affecting the comparability of financial results
for 4Q16 versus 4Q15 were:
* Oil and gas sales for 4Q16, excluding amortized deferred
revenues, increased $7.9 million to $46.6 million in 4Q16
from $38.7 million in 4Q15. Price variances accounted for
$8.5 million of the increase and production variances
accounted for $0.6 million of the decrease. Average realized
oil prices were $44.87 per barrel in 4Q16 versus $36.91 per
barrel in 4Q15, average realized gas prices were $2.70 per
Mcf in 4Q16 versus $2.09 per Mcf in 4Q15, and average
realized NGL prices were $16.72 per barrel in 4Q16 versus
$13.00 per barrel in 4Q15. Amortized deferred revenue in
4Q16 totaled $0.4 million as compared to $0.3 million in
4Q15.
* Oil, gas and NGL production per BOE/d decreased 4% in 4Q16
to 13,441 BOE/d as compared to 13,939 BOE/d in 4Q15, with
oil production decreasing 1% to 9,957 barrels per day, gas
production decreasing 15% to 12,359 Mcf per day, and NGL
production decreasing 1% to 1,424 barrels per day. Oil and
NGL production accounted for approximately 85% of the
Company's total BOE production in 4Q16 versus 83% in 4Q15.
After giving effect to the sale of substantially all of the
Company's assets in the Giddings Area in East Central Texas
in December 2016 and the sale of interests in certain wells
in Glasscock County, Texas in July 2016, oil, gas and NGL
production per BOE/d increased 11% in 4Q16 as compared to
4Q15.
* Production costs in 4Q16 were $16.8 million versus $20.4
million in 4Q15 due to lower oilfield service costs and
decreased activity. Production costs on a BOE basis,
excluding production taxes, decreased 17% to $11.71 per BOE
in 4Q16 versus $14.07 per BOE in 4Q15.
* Interest expense for 4Q16 was $23.5 million versus $14
million for 4Q15. The increase was due primarily to $13.1
million of incremental interest expense on funded
indebtedness incurred under a second lien term loan credit
facility issued in connection with the Refinancing.
* The Company accounts for the warrants issued in connection
with the Refinancing as derivative instruments and carries
the warrants as a non-current liability at their fair value.
The Company recorded a $75 million loss on change in fair
value in 4Q16 due primarily to the impact on the valuation
model of a 40% increase in the market price of the Company's
common stock from $85.44 at Sept. 30, 2016, to $119.26 at
Dec. 31, 2016.
* Loss on commodity derivatives for 4Q16 was $6.3 million
(including a $5 million loss on settled contracts) versus a
gain on commodity derivatives in 4Q15 of $2.1 million
(including a $7.9 million gain on settled contracts).
* Lower commodity prices negatively impacted its results of
operations due to asset impairments. The Company recorded
impairments of property and equipment of $4.2 million in
4Q16, of which $1.8 million related primarily to impairments
of proved non-core properties in North Dakota and $2.4
million related to the impairment of certain drilling rigs
and related equipment to reduce the carrying value to their
estimated fair values. By comparison, the Company recorded
impairments of property and equipment of $36.3 million in
4Q15, of which $32.3 million related primarily to
impairments of proved non-core properties in the Permian
Basin and Oklahoma and $4 million related to the impairment
of certain drilling rigs and related equipment to reduce the
carrying value to their estimated fair values.
* The Company recorded a net gain of $110.8 million on sales
of assets and impairment of inventory in 4Q16 compared to a
net loss of $3.9 million in 4Q15. The 4Q16 gain related
primarily to the sale of substantially all of the Company's
assets in the Giddings Area in East Central Texas in
December 2016 and the 4Q15 loss related primarily to the
write-down of inventory to reduce the carrying value to the
estimated fair value.
* G&A expenses were negligible for 4Q16 versus a $2.3 million
credit for 4Q15. G&A expense increased due primarily to
increases in salary and personnel expense. Changes in
compensation expense related to the Company's APO Reward
Plans accounted for a decrease of $8.5 million ($15.2
million credit in 4Q16 versus a $6.7 million credit in 4Q15)
which was due primarily to reductions in previously accrued
compensation associated with the APO Reward Plans affected
by the Giddings sale. Compensation expense related to
issuances of restricted stock and stock options under the
Company's LTIP accounted for a $4.9 million increase.
Balance Sheet and Liquidity
As of Dec. 31, 2016, total long-term debt was $848 million,
consisting of $352.5 million (net of $24.7 million of original
issue discount and debt issuance costs) under the second lien term
loan credit facility and $495.5 million (net of $4.5 million of
original issue discount and debt issuance costs) of 2019 Senior
Notes. The borrowing base established by the banks under the
revolving credit facility and the aggregate lender commitment was
$100 million at Dec. 31, 2016. The Company had $98.1 million of
availability under the revolving credit facility after allowing for
outstanding letters of credit of $1.9 million. Liquidity,
consisting of cash and funds available on the revolving credit
facility, totaled $671.1 million.
Proposed Merger with Noble Energy, Inc.
On Jan. 16, 2017, the Company and Noble Energy, Inc. announced that
the Boards of Directors of both companies unanimously approved and
executed a definitive agreement under which Noble Energy will
acquire all of the outstanding common stock of the Company for $2.7
billion in Noble Energy common stock and cash. The merger is
expected to close in the second quarter of 2017.
Purchase of Net Mineral Acres in Southern Reeves County, Texas
In January 2017, the Company purchased approximately 1,900 net
mineral acres in Southern Reeves County, Texas from a private
seller, for cash consideration totaling $44.3 million. The acreage
is located in and around the Company’s existing contiguous
acreage block. Also included in the deal was a non-operated gross
working interest of approximately 26% in an existing horizontal
well.
Reserves
The Company reported total estimated proved oil and gas reserves as
of December 31, 2016 of 34.8 million barrels of oil equivalent,
consisting of 24.3 million barrels of oil, 4.8 million barrels of
NGL and 33.6 Bcf of natural gas. On a BOE basis, oil and NGL
comprised 84% of total proved reserves at year-end 2016 versus 83%
at year-end 2015. Proved developed reserves at year-end 2016 were
22 MMBOE, or 63% of total proved reserves, versus 36.3 MMBOE, or
78% of total proved reserves, at year-end 2015. The present value
of estimated future net cash flows from total proved reserves,
before deductions for estimated future income taxes and asset
retirement obligations, discounted at 10% (referred to as "PV-10"),
totaled $204.4 million at year-end 2016 versus $442.8 million at
year-end 2015.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/ppkkMx
About Clayton Williams
Midland, Texas-based Clayton Williams Energy, Inc. is an
independent oil and gas company engaged in the exploration for and
production of oil and natural gas primarily in Texas and New
Mexico. On Dec. 31, 2015, the Company's estimated proved reserves
were 46,569 MBOE, of which 78% were proved developed. The
Company's portfolio of oil and natural gas reserves is weighted in
favor of oil, with approximately 83% of its proved reserves at Dec.
31, 2015, consisting of oil and natural gas liquids and
approximately 17% consisting of natural gas. During 2015, the
Company added proved reserves of 3,542 MBOE through extensions and
discoveries, had downward revisions of 26,158 MBOE and had sales of
minerals-in-place of 472 MBOE. The Company also had average net
production of 15.8 MBOE per day in 2015, which implies a reserve
life of approximately 8.1 years.
* * *
In July 2016, S&P Global Ratings affirmed its 'CCC+' corporate
credit rating on Clayton Williams Energy. The ratings reflect
S&P's assessment that the company's debt leverage is unsustainable,
debt to EBITDA expected to average above 15x over the next three
years. The ratings also reflect S&P's assessment of liquidity as
adequate.
In January 2017, Moody's Investors Service placed the ratings of
Clayton Williams Energy (Caa3) under review for upgrade following
the announcement of a definitive agreement to be acquired by Noble
Energy (Baa3 stable) in a transaction valued at $3.2 billion,
including the assumption of Clayton Williams' approximately $500
million of net debt. The review for upgrade is based on the
potential benefit of Clayton Williams being supported by the
stronger credit profile and greater financial flexibility of Noble.
CLEAR LAKE: Case Summary & 12 Unsecured Creditors
-------------------------------------------------
Debtor: Clear Lake Development, LLC
P.O. Box 1456
Biloxi, MS 39533
Case No.: 17-50392
Chapter 11 Petition Date: March 6, 2017
Court: United States Bankruptcy Court
Southern District of Mississippi
(Gulfport-6 Divisional Office)
Judge: Hon. Katharine M. Samson
Debtor's Counsel: Patrick A. Sheehan, Esq.
SHEEHAN LAW FIRM
429 Porter Avenue
Ocean Springs, MS 39564-3715
Tel: 228-875-0572
Fax: 228-875-0895
E-mail: pat@sheehanlawfirm.com
mike@sheehanlawfirm.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bernard Favret, member.
A copy of the Debtor's list of 12 unsecured creditors is available
for free at http://bankrupt.com/misc/mssb17-50392.pdf
COSI INC: Hearing on Cash Collateral Set for April 25
-----------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts will continue to April 25, 2017, at 2:00
p.m. the hearing to consider the approval of Cosi, Inc.'s use of
cash collateral.
As reported by the Troubled Company Reporter on Feb. 23, 2017,
Joyce Hanson, writing for Bankruptcy Law360, reported that Judge
Hoffman authorized the Debtor to use cash collateral in its Chapter
11 bankruptcy case for another two months. The Debtor requires the
use of cash collateral to preserve its operations and the value of
its assets, the report stated, citing Judge Hoffman.
About Cosi Inc.
Cosi, Inc., is an international fast-casual restaurant company
featuring its crackly-crust flatbread and specializing in a variety
of made-to-order hot and cold sandwiches, salads, bowls, breakfast
wraps, "Squagels" (square bagels), melts, soups, flatbread pizzas,
S'mores, snacks, deserts and a large offering of handcrafted,
coffee-based, and specialty beverages.
The company was first established in New York in 1996 and
incorporated in Delaware in 1998. In 2002, Cosi became publicly
traded company on the Nasdaq exchange under the symbol "COSI".
Cosi and its subsidiaries filed Chapter 11 petitions (Bankr. D.
Mass. Lead Case No. 16-13704-MSH) on Sept. 28, 2016. The cases are
assigned to Judge Melvin S. Hoffman.
Prior to the petition date, the Debtors had 72 debtor-owned
locations and 35 franchised locations and employed 1,555 people.
The Debtors tapped Joseph H. Baldiga, Esq., and Paul W. Carey,
Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP, as counsel; DLA
Piper LLP (US) as special counsel; The O'Connor Group as financial
consultant; BDO USA, LLP, as auditor and accountant; and Randy
Kominsky of Alliance for Financial Growth, Inc., as chief
restructuring officer.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors. The committee is represented by Lee
Harrington, Esq., at Nixon Peabody LLP. Deloitte Financial
Advisory Services LLP serves as its financial advisor.
COTT CORP: Moody's Assigns B3 Rating to New $650MM Unsec. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Cott
Corporation's 8 year senior unsecured notes being issued under its
subsidiary Cott Holdings, Inc. All ratings for Cott Corporation
remain unchanged, including the stable outlook.
The note proceeds will be used for general corporate purposes,
including to refinance upcoming debt maturities.
Ratings assigned:
Cott Holdings, Inc.:
Proposed $650 million senior unsecured notes due 2025 at B3 (LGD
4)
RATINGS RATIONALE
Cott's B2 Corporate Family Rating reflects its growing geographic
and business diversification following the acquisitions of Eden
Springs ("Eden") and S&D Coffee ('S&D"), continuing its
transformation away from its legacy private label beverage business
which has been in decline. While leverage is elevated as a result
of the recent acquisitions, it remains acceptable for the current
rating with debt/EBITDA (including Moody's standard adjustments) of
approximately 4.9x at year-end fiscal 2016. Integration risk exists
given the addition of numerous new markets and customers. However
Cott's successful integration of US-based water services company DS
Services of America (DSSA), acquired in 2014, and Canadian-based
Aqua Terra in 2015 provide a strong platform from which to manage
the additions of Eden and S&D. The rating incorporates the
expectation that Cott will remain acquisitive as it seeks to
continue to grow away from its core private label business.
Cott Corporation's ratings could be upgraded if debt-to-EBITDA
approaches 4 times on a sustainable basis, if the company maintains
a solid liquidity profile, and/or experiences positive momentum in
volumes, revenues, and profitability.
Cott Corporation's ratings could be downgraded if the company
experiences a decline in earnings as a result of volume declines or
margin contraction, a weakening of liquidity, if debt-to-EBITDA
materially exceeds 5.5 times, and/or if the company makes further
large acquisitions, or share buybacks before leverage has been
reduced.
The principal methodology used in this rating was that for the
Global Soft Beverage Industry published in January 2017.
Cott, based in Toronto, Ontario, and Tampa, Florida, is one of the
world's largest private-label and contract manufacturing beverage
companies and is expected to generate annual sales of approximately
$3.8 billion in 2017. Cott's product portfolio includes carbonated
soft drinks; clear, still and sparkling flavored waters; juice;
juice-based products; bottled waters; energy related drinks; and
ready-to-drink teas. Cott's customers include many of the largest
national and regional grocery, drugstore and convenience store
chains, and wholesalers. Cott is also a provider of bottled water,
coffee, tea and related services delivered directly to residential
and commercial customers in the US, Canada, and Europe. The core
business of the water services segment is the bottling and direct
delivery of drinking water in 3 and 5 gallon bottles to homes and
offices and the rental of water dispensers. The company also sells
water in smaller bottles, cups, coffee, flavored beverages,
powdered sticks and water filtration devices.
CTI BIOPHARMA: Incurs $52 Million Net Loss in 2016
--------------------------------------------------
CTI Biophrma Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to common shareholders of $52 million on $57.40
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss attributable to common shareholders of
$122.6 million on $16.11 million of total revenues for the year
ended Dec. 31, 2015.
Net loss for the fourth quarter of 2016 was $6.4 million, or
($0.23) per share, compared to a net loss of $28.8 million, or
($1.27) per share, for the same period in 2015. Total revenue for
the fourth quarter 2016 was $9.1 million compared to $11.3 million
for the same period in 2015. The increase in total revenue for
full year 2016 is primarily due to recognition of $32 million in
milestone payments and reimbursement of development costs from
Shire plc related to pacritinib, recognition of $8.0 million (or
EUR7.5 million) in a milestone payment from Servier related to the
PIX306 clinical trial of PIXUVRI, and increased net product sales
of PIXUVRI. CTI BioPharma had previously received a cash advance
for the $32 million in milestone payments from Baxalta in the
second quarter of 2015 that was accounted for as long-term debt
until the achievement of the associated milestones in the first
quarter of 2016. Net product sales of PIXUVRI for the fourth
quarter and the full year ended Dec. 31, 2016, were $1.1 million
and $4.3 million, respectively, compared to $1.1 million and $3.5
million for the respective periods in 2015.
The Company's balance sheet at Dec. 31, 2016, showed $63.84 million
in total assets, $56.08 million in total liabilities and $7.75
million in total shareholders' equity. As of Dec. 31, 2016, cash
and cash equivalents totaled $44.0 million, compared to $128.2
million at Dec. 31, 2015. The cash balance does not include $8.0
million milestone payment that was recognized as revenue in the
fourth quarter of 2016 but not received until January 2017.
"We will need to continue to conduct research, development, testing
and regulatory compliance activities with respect to our compounds
and ensure the procurement of manufacturing and drug supply
services, the costs of which, together with projected general and
administrative expenses, is expected to result in operating losses
for the foreseeable future. Additionally, we have resumed primary
responsibility for the development and commercialization of
pacritinib as a result of the termination of the Pacritinib License
Agreement in October 2016, and we will no longer be eligible to
receive cost sharing or milestone payments for pacritinib's
development from Baxalta. We have incurred a net operating loss
every year since our formation. As of December 31, 2016, we had an
accumulated deficit of $2.2 billion, and we expect to incur net
losses for the foreseeable future. Our available cash and cash
equivalents were $44.0 million as of December 31, 2016. We believe
that our present financial resources, together with payments
projected to be received under certain contractual agreements and
our ability to control costs, will only be sufficient to fund our
operations into the third quarter of 2017. This raises substantial
doubt about our ability to continue as a going concern.
"Accordingly, we will need to raise additional funds to operate our
business. We may seek to raise such capital through public or
private equity financings, partnerships, collaborations, joint
ventures, disposition of assets, debt financings or restructurings,
bank borrowings or other sources of financing. However, we have a
limited number of authorized shares of common stock available for
issuance and additional funding may not be available on favorable
terms or at all. If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result. If we fail to obtain additional capital when needed, our
ability to operate as a going concern will be harmed, and we may be
required to delay, scale back or eliminate some or all of our
research and development programs, reduce our selling, general and
administrative expenses, be unable to attract and retain highly
qualified personnel, be unable to obtain and maintain contracts
necessary to continue our operations and at affordable rates with
competitive terms, refrain from making our contractually required
payments when due (including debt payments) and/or may be forced to
cease operations, liquidate our assets and possibly seek bankruptcy
protection. The accompanying consolidated financial statements do
not include any adjustments that may result from the outcome of
this uncertainty,"
the Company stated in the report.
Recent Events
Research and Development
* The Marketing Authorization Application (MAA) for pacritinib
was submitted to the European Medicines Agency (EMA) in
February 2016 with an indication statement based on the
PERSIST-1 trial data. In its initial assessment report, the
Committee for Medicinal Products for Human Use (CHMP)
determined that the current application is not approvable
because of major objections in the areas of efficacy, safety
(hematological and cardiovascular toxicity) and the overall
risk-benefit profile of pacritinib. Subsequent to the filing
of the MAA, data from the second phase 3 trial of pacritinib,
PERSIST-2, were reported. These data suggest that pacritinib
may show clinical benefit in patients who have failed or are
intolerant to ruxolitinib therapy, a population for which
there is no approved therapy. Following discussions with the
EMA about how PERSIST-2 data might address the major
objections and how to integrate the data into the current
application, the Company has decided to withdraw the MAA.
The Company is preparing a new MAA that seeks to address the
major objections by including data from PERSIST-2. The new
application will focus on patients who have failed or are
intolerant to ruxolitinib. The Company plans to submit this
new application in the second quarter of 2017.
* In January 2017, the CTI BioPharma received a EUR7.5 million
milestone payment from the Company's partner Servier
following achievement of a milestone associated with patient
enrollment in the Phase 3 PIX306 clinical trial of PIXUVRI.
* In January 2017, the FDA removed the full clinical hold
following review of CTI BioPharma's complete response
submission which included, among other items, final Clinical
Study Reports for both PERSIST-1 and 2 trials and a dose-
exploration clinical trial protocol that the FDA requested.
At that time, the Company announced that it would conduct a
new trial, PAC203, that plans to enroll up to approximately
105 patients with primary myelofibrosis who have failed prior
ruxolitinib therapy to evaluate the safety and the dose
response relationship for efficacy (spleen volume reduction
at 12 and 24 weeks) of three dose regimens: 100 mg once-
daily, 100 mg twice-daily (BID) and 200 mg BID. The 200 mg
BID dose regimen was used in PERSIST-2.
* In December 2016, CTI BioPharma announced the presentation
of data from PERSIST-2, a randomized Phase 3 clinical trial
comparing pacritinib with physician-specified best available
therapy (BAT), for the treatment of high risk,
thrombocytopenic myelofibrosis patients (platelet counts
DETROIT, MI: Jones Day Denies Mayor Duggan Was Misled in Bankruptcy
-------------------------------------------------------------------
The American Bankruptcy Institute, citing Joe Guillen of Detroit
Free Press, reported that the Jones Day law firm on March 1, 2017
stood up to claims that Mayor Mike Duggan was misled during
Detroit's historic bankruptcy, promising a vigorous defense of any
lawsuit the city brings.
According to the report, Mayor Duggan told City Council that former
emergency manager Kevyn Orr "concealed" information from him and
Detroit CFO John Hill about calculations used to predict the city's
future pension payments. Mayor Duggan's claims are "categorically
untrue," a Jones Day spokesman said on March 1, the report added.
"There was never any intent to mislead the mayor or John Hill," the
spokesman said, the report related. "If anyone brings a claim, the
firm will vigorously defend itself."
Mayor Duggan initially raised the prospect of a lawsuit against
bankruptcy consultants early last year when the city discovered an
estimated $491-million shortfall between pension payments estimated
in the bankruptcy exit plan, approved in 2014, and more recent
figures, the report said.
The consultants underestimated the pension payments because they
used outdated mortality tables, which predict how long retirees are
expected to live and, in turn, receive pension checks, Mayor Duggan
said during his budget presentation to the City Council, the report
added.
The city plans to put $50 million this year into a trust fund to
cover future pension payments that are higher than expected, Mayor
Duggan said, the report related. A decision on whether the city
will sue is expected within six months, the report added.
About the City of Detroit
The City of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated
more than $1 billion in both assets and debts.
Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition. Detroit is represented by lawyers
at Jones Day and Miller Canfield Paddock and Stone PLC.
Michigan Governor Rick Snyder authorized the bankruptcy filing.
The filing made Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.
The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing. Debt service consumes
42.5 percent of revenue. The city has 100,000 creditors and
20,000 retirees.
Detroit was represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.
Sharon Levine, Esq., at Lowenstein Sandler LLP, represented
the American Federation of State, County and Municipal Employees
and the International Union.
Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP,
represented the United Automobile, Aerospace and Agricultural
Implement Workers of America.
A nine-member official committee of retired workers appointed in
the case was represented by Dentons US LLP. Lazard Freres & Co.
LLC serves as the Retiree Committee's financial advisor.
Detroit filed a notice that the effective date of its
bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven
Rhodes on Nov. 12, 2014, entered an order confirming the Eighth
Amended Plan for the Adjustment of Debts of the City of Detroit.
Thomas Tucker, a federal bankruptcy judge since 2003, took over
Detroit's landmark bankruptcy case following the retirement of
Judge Rhodes.
DOMINICA LLC: Hearing on Cash Collateral Use Moved to March 23
--------------------------------------------------------------
The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts has rescheduled to March 23, 2017, at
11:00 a.m. the hearing to consider Dominica LLC's motion to use
cash collateral.
The Court previously granted on Jan. 4, 2017, the motion on cash
collateral use and initially scheduled the hearing for March 14,
2017, at 10:30 a.m. As reported by the Troubled Company Reporter
on Jan. 11, 2017, Judge Feeney authorized the Debtor to use cash
collateral through March 14, 2017, on the same terms and conditions
as the Court's previous cash collateral order.
Objections to the cash collateral use must be filed by March 20,
2017, at 4:30 p.m. The Debtor will file a reconciliation of actual
to budget by March 20, 2017, at 4:30 pm.
A copy of the court order is available at:
http://bankrupt.com/misc/mab16-13461-69.pdf
About Dominica LLC
Dominica LLC owns and manages the three family house known and
numbered as 20 Sutton Street, Boston (Mattapan) Massachusetts.
The Debtor filed a Chapter 11 petition (Bankr. D. Mass. Case No.
16-13461) on Sept. 8, 2016. The petition was signed by Evangeline
Martin, manager. The Debtor is represented by Michael Van Dam,
Esq., at Van Dam Law LLP. The Debtor estimated assets and
liabilities at $500,001 to $1 million at the time of the filing.
EMAS CHIYODA: Ezra Shares Slump After Flagging Exposure
-------------------------------------------------------
The American Bankruptcy Institute, citing Reuters, reported that
shares of Singapore's Ezra Holdings Ltd fell by a fifth on March 3
after it disclosed it had provided guarantees on nearly $900
million in liabilities and loans of Emas Chiyoda Subsea Ltd (ECS),
an affiliate that filed for U.S. bankruptcy.
According to the report, Ezra is one of several Singapore offshore
and marine services firms that have been hit by a downturn in oil
prices in 2014, 2015 and 2016.
Singapore banks, which were caught off-guard by the collapse of
oilfield services company Swiber Holdings last year, have taken a
hit as companies in the sector restructure debt, the report noted.
Ezra said in a statement late on March 2 that it had guaranteed a
substantial portion of liabilities relating to vessels chartered by
ECS, amounting to about $400 million, Reuters related.
Additionally, it had guaranteed about $500 million in loans owed by
ECS to financial institutions, the report further related.
It also said it had substantial contingent liabilities related to
certain ECS projects, the report said.
"In the event claims are made against the company in relation to
any or all of these guarantees, the company will face an immediate
going concern issue," Reuters cited Ezra as saying, which has been
trying to restructure its operations and balance sheet.
"The group is considering all legal options it may have available
to it to protect itself and the interests of its stakeholders in
the face of the claims against it," it said, the report further
cited the company.
About Emas Chiyoda
EMAS CHIYODA Subsea Limited (Bankr. S.D. Tex., Case No. 17-31146)
and its affiliates filed voluntary Chapter 11 petitions on February
27, 2017. The Company is an international heavy lift subsea,
offshore and onshore contractor offering engineering, procurement,
construction, transportation, installation, and commissioning
services at every stage of the project lifecycle to deliver complex
construction projects for customers. The case is assigned to Judge
Marvin Isgur.
The Debtors are represented by George N. Panagakis, Esq., Justin M.
Winerman, Esq., and Roy Leaf, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Chicago, Illinois; Dominic McCahill, Esq.,
and Kathlene Burke, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in London. The Debtors' co-counsel is John F. Higgins, Esq.,
Joshua W. Wolfshohl, Esq., Aaron J. Power, Esq., Brandon J. Tittle,
Esq., and Eric M. English, Esq., at Porter Hedges LLP, in Houston,
Texas.
The Debtors' managerial service provider is KPMG Services PTE.
LTD.. The Debtors' claims and noticing agent is Epiq Bankruptcy
Solutions, LLC.
The Debtor's estimated assets is $500 million to $1 billion and its
estimated Liabilities is $100 million to $500 million.
ENABLE MIDSTREAM: S&P Rates New Sr. Unsecured Notes Due 2027 BB+
----------------------------------------------------------------
S&P Global Ratings said that it assigned its 'BB+' issue-level
rating and '3' recovery rating to Oklahoma City, Okla.-based
midstream energy partnership Enable Midstream Partners L.P.'s
proposed senior unsecured notes due in 2027. The partnership
intends to use the net proceeds of the offering for general
partnership purposes, including to repay borrowings outstanding
under the revolving credit agreement.
The '3' recovery rating on the unsecured notes reflects S&P's
expectation of meaningful (50%-70%; rounded estimate: 65%) recovery
in the event of a payment default. As of Dec. 31, 2016, the
partnership had about $3 billion in debt outstanding.
Enable Midstream Partners L.P. specializes in gathering and
processing, as well as interstate and intrastate natural gas
transportation and storage.
Rating List
Enable Midstream Partners L.P.
Corporate Credit Rating BB+/Stable/B
New Rating
Enable Midstream Partners L.P.
Senior Unsecured
Notes due 2027 BB+
Recovery Rating 3(65%)
ENCANA CORP: Moody's Revises Outlook to Pos. & Affirms Ba2 CFR
--------------------------------------------------------------
Moody's Investors Service changed Encana Corporation's outlook to
positive from stable. Moody's also affirmed its Ba2 Corporate
Family Rating (CFR),Ba2-PD Probability of Default Rating and Ba2
senior unsecured notes rating. The Speculative Grade Liquidity
Rating has been affirmed at SGL-2.
"The change in outlook to positive reflects expected significant
production growth, improvement in credit metrics and break-even
free cash flow in 2018, following a sizeable capital program in
2017," said Paresh Chari, Moody's AVP-Analyst. "The positive
outlook is also supported by an improvement in Encana's operating
and capital efficiency that is a result of its focus on four core
areas."
Outlook Actions:
Issuer: Encana Corporation
-- Outlook, Changed To Positive From Stable
Affirmations:
Issuer: Alberta Energy Company Limited
-- BACKED Senior Unsecured Regular Bond/Debenture, Affirmed
Ba2(LGD4)
Issuer: Encana Corporation
-- Probability of Default Rating, Affirmed Ba2-PD
-- Speculative Grade Liquidity Rating, Affirmed SGL-2
-- Corporate Family Rating, Affirmed Ba2
-- Senior Unsecured Commercial Paper, Affirmed NP
-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba2(LGD4)
RATINGS RATIONALE
Encana's Ba2 CFR reflects a sizeable production and reserves base,
modest leverage and interest coverage in 2017, a poor leveraged
full-cycle ratio (LFCR) and good liquidity. Moody's expects that
the continued focus on the four core assets, the sizeable 2017
capital program and increasing commodity prices will lead to a
significant increase in production in 2018, improved credit metrics
(retained cash flow to debt to 30% from 16% and EBITDA to interest
to 4.7x from 3x), better margins and an improving leverage
full-cycle ratio (LFCR) above 1x in 2018.
The SGL-2 Speculative Grade Liquidity Rating reflects Encana's good
liquidity through 2017. Encana has $834 million of cash as of
December 31, 2016 and a fully available $4.5 billion unsecured
revolving credit facility that matures in 2020. Moody's expects
Encana to fund 2017 negative free cash flow of about $900 million
with cash on hand and its revolver. Encana has no debt maturities
until 2019 and should be well in compliance with its sole financial
covenant which requires debt to capitalization to be under 60%.
Encana has assets, albeit more limited than in the past, that it
could sell to enhance liquidity.
In accordance with Moody's Loss Given Default (LGD) Methodology,
the senior unsecured notes are rated Ba2, at the CFR, as all the
debt in the capital structure is unsecured.
The positive outlook reflects Moody's view that Encana's leverage
and LFCR will significantly improve in 2018 from production growth
and improving commodity prices.
The rating could be upgraded if retained cash flow to debt appeared
likely to stay sustainably towards 30% (9/30/2016LTM 18%) and the
LFCR was likely to remain above 1x (9/30/2016LTM 0.1x).
The rating could be downgraded if RCF/debt appeared likely to trend
towards 15% and if capital spending incurred in 2017 leads to lower
than expected production growth.
Encana Corporation is a Calgary, Alberta-based independent
exploration and production company that has average daily
production of approximately 320,000 boe/d (barrel of oil
equivalent).
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
ENERGY FUTURE: IRS Wants Court To Withdraw Claims Against Co.
-------------------------------------------------------------
Natalie Olivo, writing for Bankruptcy Law360, reports that the
Internal Revenue Service asked the U.S. Bankruptcy Court for the
District of Delaware to withdraw its claims to roughly $244 million
in debt each for 28 of 32 debtor entities in the Chapter 11
bankruptcy of Energy Future Holdings Corp and its debtor-affiliates
for tax years before the bankruptcy petition.
Law360 recalls that the Debtor claimed that its $7.8 billion bill
for unpaid taxes and penalties was inaccurate and could compromise
its Chapter 11 plan.
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and
Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring agreement
are represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor. The EFH
equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for the
second-lien noteholders owed about $1.6 billion, is represented by
Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq. An Official Committee of
Unsecured Creditors has been appointed in the case. The Committee
represents the interests of the unsecured creditors of only Energy
Future Competitive Holdings Company LLC; EFCH's direct subsidiary,
Texas Competitive Electric Holdings Company LLC; and EFH Corporate
Services Company, and of no other debtors. The Committee has
selected Morrison & Foerster LLP and Polsinelli PC for
representation in this high-profile energy restructuring. The
lawyers working on the case are James M. Peck, Esq., Brett H.
Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster
LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti
M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC.
* * *
In December 2015, the Bankruptcy Court confirmed the Debtors'
reorganization plan, which contemplated a tax-free spin of the
company's competitive businesses, including Luminant and TXU
Energy, and the $20 billion sale of its holdings in non-debtor
electricity transaction unit Oncor Electric Delivery Co. to a
consortium of investors. But the Plan became null and void after
certain first lien creditors notified the occurrence of a "plan
support termination event."
The Debtors filed a new plan of reorganization on May 1, 2016, as
subsequently amended. The new Chapter 11 plan features alternative
options for dealing with the Company's stake in electricity
transmission unit Oncor.
On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit plans
of two of Energy Future Holdings Corp.'s subsidiaries, power
generator Luminant and retail electricity provider TXU Energy Inc.
(the "T-Side Debtors"). The Plan became effective on Oct. 3,
2016.
On Sept. 21, 2016, the Debtors filed the E-Side Plan and the
Disclosure Statement for the Fourth Amended Joint Plan of
Reorganization of Energy Future Holdings Corp., et al., Pursuant to
Chapter 11 of the Bankruptcy Code as it Applies to the EFH Debtors
and EFIH Debtors.
ESHNAM HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Eshnam Hospitality Inc.
835 Bluff Ridge
Cedar Hill, TX 75104
Case No.: 17-30860
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: March 6, 2017
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Barbara J. Houser
Debtor's Counsel: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
12770 Coit Rd., Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
E-mail: eric@ealpc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Naureen Mahmood, authorized
representative.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb17-30860.pdf
ESTEBAN DISTRIBUTOR: Taps Richard Schell-Asad as Special Counsel
----------------------------------------------------------------
Esteban Distributor Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to hire the Law Offices of
Richard Schell-Asad as special counsel.
The firm will represent the Debtor in a collection proceeding it
will file against Firenze for violation of exclusivity agreements.
The firm will charge an hourly rate of $200, and will reimburse the
firm for work-related expenses.
Richard Schell-Asad, Esq., disclosed in a court filing that he and
his firm's employees do not represent any interest adverse to the
Debtor's bankruptcy estate, and are "disinterested persons" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Richard Schell-Asad, Esq.
Law Offices of Richard Schell-Asad
254 San José St.
El Mundo Building, Third Floor
San Juan, PR 00901
Tel: (787)722-0741
Fax: (787)724-2563
About Esteban Distributor Inc.
Headquartered in Toa Baja, Puerto Rico, Esteban Distributor Inc.
filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No.
16-03799) on May 11, 2016. The petition was signed by Jose Esteban
Colon, president.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.
Maria Soledad Lozada Figueroa, Esq., at MS Lozada Law Office serves
as the Debtor's bankruptcy counsel.
On January 17, 2017, the Debtor filed its Chapter 11 plan of
reorganization and disclosure statement. Under the plan, general
unsecured creditors will receive a pro-rata distribution of $4,000.
ESTEEM HOSPICE: Judge Waives PCO Appointment
--------------------------------------------
Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas entered an Order waiving the appointment
of a Patient Care Ombudsman for Esteem Hospice, LLC.
The Order was made pursuant to the Debtor's motion to waive the
appointment of a PCO. Judge Rhoades noted that entry of the Order
is without prejudice to the right of the United States Trustee's
Office to file a motion seeking appointment of a patient care
ombudsman at a later date if circumstances of the Debtor change and
such appointment may be necessary.
The Debtor asked the Bankruptcy Court to waive the appointment of a
PCO, nunc pro tunc in the event that the Debtor is defined as a
"health care business."
The Debtor related that it owns no facility at which patient care
takes place, as all care takes place at the patient's home. The
Debtor said it is in control of its patient's medical records. The
Debtor's medical practice is already subject to oversight by the
licensing board for the State of Texas as well as HIPAA.
Furthermore, the Debtor said expense of a patient ombudsman could
adversely affect the Debtor's ability to reorganize and could
adversely affect the Debtor's patients. Therefore, the Debtor
requests for the Order waiving the appointment of a PCO.
About Esteem Hospice
Esteem Hospice, LLC filed a Chapter 11 bankruptcy petition (Bankr.
E.D.Tex. Case No. 17-40069) on January 11, 2017. Hon. Brenda T.
Rhoades presides over the case. McGuire, Craddock & Strother, 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 Gary B.
Merchant, managing member.
EVRAZ NORTH AMERICA: S&P Affirms 'B+' CCR; Outlook Stable
---------------------------------------------------------
S&P Global Ratings said it affirmed its 'B+' corporate credit
rating on North America-based steel producer Evraz North America
Plc (ENA). At the same time, S&P revised its rating outlook on the
company to stable from negative.
S&P also affirmed the 'BB' issue-level rating on ENA's
$350 million senior secured notes due 2019. The recovery rating
remains '1', indicating S&P's expectation for very high (90% to
100%; rounded estimate 95%) recovery in the event of a payment
default.
ENA, which is domiciled in the U.K., is a 100% subsidiary of
Russian integrated steel-maker Evraz Group S.A. ENA is a holding
company for all of the group's operations in the U.S. and Canada.
ENA owns 51% of Evraz Inc. NA Canada (EICA) and 100% of EICA's
counterpart holding company for the U.S. operations.
S&P continues to regard ENA as a strategically important subsidiary
of Evraz Group S.A. and apply a two-notch uplift to the 'b-'
stand-alone credit profile (SACP) to indicate S&P's expectation of
parental support, despite continued weakness in ENA's key end
markets.
"The stable outlook on ENA reflects the outlook on the parent,"
said S&P Global Ratings credit analyst Michael Maggi. "Notably, we
assume that Evraz Group will continue to provide timely financial
support to ENA, which is an important consideration given our view
of ENA's less than adequate liquidity as it generates negative free
cash flow through a period of elevated capital expenditures and
weak demand."
S&P will likely lower its ratings on ENA if S&P lowers its ratings
on Evraz Group. In addition, S&P could lower its ratings if it was
to reconsider ENA's status within the group, whereby it would be
less likely to receive financial support from Evraz Group.
S&P would likely raise its ratings on ENA if S&P raised its ratings
on Evraz Group.
FABRICA DE BLOQUES: Seeks to Hire Tamarez CPA as Accountant
-----------------------------------------------------------
Fabrica De Bloques Vega Baja Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to hire an
accountant.
The Debtor proposes to hire Tamarez CPA, LLC to assist in the
reconciliation of claims filed and amount due to creditors, prepare
supporting documents for its reorganization plan, and provide other
services related to its Chapter 11 case.
The hourly rates charged by the firm are:
Albert Tamarez-Vasquez $150
CPA Supervisor $100
Senior Accountant $85
Staff Accountant $65
Albert Tamarez-Vasquez, a certified public accountant, disclosed in
a court filing that he is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Albert Tamarez
Tamarez CPA, LLC
First Federal Saving Building
1519 Ave. Ponce de Leon, Suite 412
San Juan, PR 00909-1713
Email: atamarez@tamarezcpa.com
About Fabrica De Bloques Vega Baja
Fabrica De Bloques Vega Baja, Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-00965) on
February 15, 2017. The petition was signed by Rafael Ivan Casanova
Tirado. MRO Attorneys at Law, LLC represents the Debtor as its
legal counsel.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $50,000.
FORTRESS TRANSPORTATION: Moody's Assigns B1 Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family rating
to Fortress Transportation and Infrastructure Investors LLC (FTAI)
and a B1 rating to the company's proposed $250 million senior notes
issuance. The outlook for the ratings is stable.
Fortress Transportation and Infrastructure Investors LLC
-- Corporate Family Rating assigned B1, Stable
-- Senior Unsecured Regular Bond/Debenture assigned B1, Stable
Outlook, Stable
RATINGS RATIONALE
FTAI's B1 ratings incorporate the company's small but growing
franchise and attractive returns in aircraft and aircraft engine
leasing, performance risks associated with investments in
infrastructure projects still in the developmental phase, strong
capital position, and limited alternate liquidity. FTAI will use
the proceeds of its senior notes to refinance loans used to acquire
commercial aircraft and engines, make further aviation
acquisitions, and expand development of its Jefferson Terminal and
Repauno Delaware Port properties.
FTAI's aircraft and aircraft engine investments generate attractive
returns, but a lower percentage of FTAI's future lease revenues are
contractually committed compared to Moody's-rated aircraft lessors,
given the typically lower average lease term in spare engine
leasing. Predictable demand for spare engines coupled with FTAI's
focus on the most popular models are the basis for continued
favorable operating prospects in this business. However, FTAI is a
relatively new entrant in the aircraft and engine leasing
businesses, is more vulnerable to competitive threats and the
company's customer concentrations are high compared to rated
lessors. Additionally, its record of profitability to date has
benefited from several years of positive industry operating
conditions.
FTAI's infrastructure investments are in early stages of
development and don't yet generate sufficient revenues to cover
costs. FTAI's infrastructure investments are expected to generate
meaningful income only after significant development spanning
several years, which underscores FTAI's reliance on operating
income and cash flow from aircraft and aircraft engine leasing to
meet return and shareholder distribution expectations. The
Jefferson Terminal, located at the Port of Beaumont, Texas, is
further along in its development than are FTAI's other properties,
and could begin to generate material free cash flow within the next
few years. However, contracted revenues, cash flow and investment
returns rely heavily on FTAI's ability to access incremental
funding to support further phases of project development, which is
uncertain.
FTAI's strong capital position is a key rating strength. Moody's
expects that the company's pro forma consolidated tangible common
equity as a percentage of tangible managed assets will measure
nearly 50%, well above the median for rated aircraft leasing
companies of about 19%. But Moody's believes that FTAI needs a
strong capital base, given the performance risks of its
infrastructure investments. Of some concern is FTAI's distribution
policy, which is a payout ratio of between 50-60% of funds
available for distribution even while infrastructure projects
continue to require significant additional investment before
becoming cash flow positive.
FTAI has limited alternate sources of liquidity besides operating
cash flows from its leasing and short-line railroad businesses and
cash balances. FTAI's liquidity position is aided by low
outstanding pro forma debt levels, strong cash flows from aircraft
and aircraft engine leasing, and low near-term refinancing risk.
However, FTAI maintains no committed backup borrowing capacity.
Though aircraft and engines are unpledged, negative lien covenants
limit the ability to access secured financing on existing assets as
a source of contingent liquidity.
FTAI's senior notes are rated at the same level as the company's
corporate family rating, reflecting the notes' proportion in FTAI's
overall recourse capital structure and strong asset coverage.
However, if FTAI issues additional secured debt, such as project
finance debt, that is recourse to the leasing operations or holding
company, Moody's could lower the rating of the notes.
FTAI's ratings could be upgraded if the company strengthens its
aircraft and engine leasing franchise positioning through moderate
growth and higher customer diversification, while maintaining
strong profitability; and if the company's Jefferson Terminal
project developments begin to generate cash flows adequate to
service project financing, thereby reducing the contingent reliance
on FTAI's leasing businesses.
Ratings could be downgraded if profitability in leasing operations
materially weaken, leverage materially increases, or if
infrastructure projects experience delays or increased costs that
weaken the timing and strength of operating returns.
Fortress Transportation and Infrastructure Investors LLC (NYSE:
FTAI) is an investor in infrastructure and equipment in the
transportation sector with total assets of $1.5 billion at
December 31, 2016.
GABRIEL HOLDING: March 17 Auction of Roosevelt Avenue Lot
---------------------------------------------------------
Pursuant to the judgment of foreclosure and sale entered Dec. 21,
2016, in the case captioned as, NYCTL 2015-A TRUST AND THE BANK OF
NEW YORK MELLON AS COLLATERAL AGENT AND CUSTODIAN, Pltf. vs.
GABRIEL HOLDING CORPORATION, et al, Defts. Index #708236/16,
pending in the Supreme Court of New York, Queens County, Barry S.
Seidel, as Referee, will sell at public auction the premises known
104-33 Roosevelt Avenue, Corona, NY a/k/a Block 01776, Lot 0056.
The approximate amount of judgment is $15,446 plus costs and
interest.
The sale will be held at Courtroom #25 of the Queens County Supreme
Court, 88-11 Sutphin Blvd., Jamaica, NY on March 17, 2017 at 10:00
a.m.
The Plaintiff is represented by:
THE DELLO-IACONO LAW GROUP, P.C.
F/K/A THE LAW OFFICE OF JOHN D. DELLO-IACONO
105 Maxess Rd. Ste. 205
Melville, NY
GARTNER INC: Moody's Assigns Ba2 CFR Over CEB Inc. Acquisition
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
("CFR") and a Ba2-PD Probability of Default Rating to Gartner, Inc.
upon the announcement of the financing for the acquisition of
talent-measurement and management-solutions advisory firm CEB Inc.
("CEB"; Ba2 negative), for $2.5 billion cash and equity
consideration, plus the assumption and refinancing of approximately
$875 million of CEB debt. Moody's assigned Ba1 ratings to the
financing's $1.2 billion first lien revolving credit facility, $985
million first lien Term Loan A, and a new $975 million first lien
Term Loan B. Moody's also assigned a B1 rating to a new, $600
million senior unsecured notes issuance, and a Speculative Grade
Liquidity rating of SGL-1. The ratings outlook is stable.
Assignments:
Issuer: Gartner, Inc.
-- Corporate Family Rating, assigned Ba2
-- Probability of Default Rating, assigned Ba2-PD
-- Speculative Grade Liquidity Rating, assigned SGL-1
-- Senior secured, first-lien revolving credit facility, assigned
Ba1 LGD3
-- Senior secured, first-lien Term Loan A, assigned Ba1 LGD3
-- Senior secured, first-lien Term Loan B, assigned Ba1, LGD3
-- Senior unsecured regular bond/debenture, assigned B1 LGD6
Outlook: Stable
RATINGS RATIONALE
Gartner's Ba2 CFR reflects Moody's belief that the company's high
opening leverage can moderate quickly, given the sound rationale
for the CEB acquisition as well as Moody's expectations for strong
free-cash-flow and steady, reliable operating growth at the
combined company. Opening debt-to-EBITDA leverage, as measured
using Moody's standard adjustments (including approximately $575
million of capitalized lease adjustments and no operating
synergies, as well as the expectation that a $300 million bridge
facility will be paid down soon after closing with repatriated
cash), will be high at closing, at about 5.4 times. The leverage
level is weak for the CFR and more than double its Moody's-adjusted
year-end 2016 level of 2.1 times. The Ba2 CFR reflects Moody's
assumption that leverage will decline to a mid-4 times range by the
end of 2018. Moody's also expects free cash flow as a percentage of
debt will be in the low-teen percentages, solid for the rating. The
ratings are supported by Moody's expectation that the company will
pursue a conservative financial policy, with a focus on substantial
deleveraging instead of share buybacks and large acquisitions until
Gartner reduces debt-to-EBITDA to its 2.0 to 3.0 times target
(based on the company's definition, which equates to an approximate
2.5 to 3.5 times range incorporating Moody's standard
adjustments).
The combined Gartner-CEB will be a $3.4 billion-revenues global
leader in research and advisory services, focused on functions in
information technology ("IT"), supply chain management, marketing,
human resources and personnel retention, sales, finance, and legal.
Although information-services barriers are low, Gartner has a
formidable database of IT-related metrics, amassed over decades,
that would be difficult to replicate quickly. Recurring,
subscription-based research products and services represent nearly
three quarters of total revenues, with good customer-retention
rates -- the combination of which, since higher-paying customers
tend to remain with Gartner for longer periods than lower-paying
ones, has uniquely favorable economics.
The stable outlook reflects Moody's expectation that the combined
entity should benefit from product complementarity, geographic and
customer diversification, the employment of Gartner best practices
to improve CEB's customer retention trends, as well as steady
upper-single-digit revenue growth driven by a subscription-based
model that exhibits good revenue visibility. Still, combining
companies that have different product focuses and market positions
could create integration challenges, especially since CEB has seen
a pronounced slowdown in sales over the past several quarters.
The SGL-1 speculative-grade liquidity rating reflects Gartner's
very good liquidity, based on Moody's expectation of at least $300
million in free cash flow this year, and well over $400 million in
2018. While there is just over $600 million of pro-forma,
combined-company cash on hand at present (three quarters of which
is from Gartner), much of that will be used to pay off the $300
million bridge facility as well as associated cash-repatriation
taxes. Moody's expects Gartner will begin the CEB era with about
$200 million of cash on hand factoring in the planned bridge
facility repayment. Gartner also has an ample, $1.2 billion
revolving credit facility in place, although about half of that
will be drawn at closing, which is expected to occur in the first
half of 2017. The cash sources provide ample flexibility to fund
required debt maturities consisting of approximately $59 million of
annual term loan amortization in the first two years.
An upgrade may be warranted if Gartner is able to sustain
profitable revenue growth while maintaining margins and its strong
market position, and if Moody's expects debt-to-EBITDA leverage
will fall below 3.75 times. Inability to reduce and sustain
debt-to-EBITDA leverage below 5.0 times -- caused, for example, by
CEB-integration challenges, a slowdown in revenue growth, or
material debt-funded acquisitions --Could put downward pressure on
the rating. Technology or competitive shifts that weaken the
company's market position and deterioration in liquidity could also
lead to a downgrade.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Gartner, Inc. (NYSE: IT) is a leading global research and advisory
company specializing in information technology, supply chain, and
marketing issues across industries and government agencies.
Pro-forma for Gartner's early 2017 acquisition of CEB Inc., a
global provider of member-based advisory services, talent
measurement assessments, and management solutions, Moody's expects
the company to generate 2017 revenues of approximately $3.67
billion.
GARTNER INC: S&P Assigns BB Rating on CEB Integration Expectation
-----------------------------------------------------------------
S&P Global Ratings said that it assigned its 'BB' corporate credit
rating to Stamford, Conn.-based Gartner Inc. The rating outlook is
stable.
At the same time, S&P assigned its 'BB+' issue-level rating and '2'
recovery rating to the company's $975 million senior secured term
loan B due 2024. The '2' recovery rating indicates S&P's
expectation for substantial (70%-90%; rounded estimate: 75%)
recovery of principal in the event of a payment default.
"The corporate credit rating incorporates our expectation that
Gartner will integrate CEB Inc. and realize various synergies over
the next two years," said S&P Global Ratings' credit analyst Elton
Cerda. "Additionally, the rating incorporates our view that
Gartner will use most of its domestic generated free operating cash
flow (FOCF) to repay debt while suspending share repurchases and
large acquisitions until it returns to its target leverage of
2x-3x." In addition to the term loan B borrowings, the company
plans to pursue additional borrowings, including a $400 million
senior secured term loan A, a $300 million 364-day senior unsecured
bridge facility, and a senior unsecured high-yield bridge facility
of up to $600 million, to finance the acquisition and repay certain
of CEB's debt.
Gartner is acquiring U.S.-based best practice research and analysis
company CEB Inc. for approximately $3.3 billion. Gartner will
initially borrow almost $2.8 billion to fund the acquisition,
including a proposed $975 million term loan B due 2024.
"The stable rating outlook reflects our expectation that Gartner
will reduce its adjusted debt leverage to below 4x by 2018,
primarily due to organic EBITDA growth, realization of synergies,
and debt repayment," said Mr. Cerda.
S&P could lower its corporate credit rating on the company if S&P
believes Gartner's adjusted debt leverage is unlikely to decrease
below 4x by 2018 due to slow revenue and EBITDA growth or
unexpected integration issues. Additionally, S&P could lower the
rating if the company deviates to a more aggressive financial
policy. This would likely result from additional debt-funded
acquisitions or minimal debt pay down.
S&P views the probably of an upgrade as highly unlikely over the
next 12-18 months, primarily due to the company's high
lease-adjusted leverage. S&P could raise the rating if the company
decreases its lease-adjusted debt leverage to below 3x.
Additionally, an upgrade would require the successful integration
of CEB and the combined company achieving consistent
high-single-digit to low-double-digit percentage revenue and EBITDA
growth.
GLOBAL MINISTRIES: S&P Puts 2013 Bonds' 'BB' Rating on Watch Neg.
-----------------------------------------------------------------
S&P Global Ratings placed its 'BB' rating on Health Educational and
Housing Facility Board of Memphis, Tenn.'s (Global Ministries
Fellowship–Serenity Towers LLC) series 2013A and 2013A-T
(taxable) multifamily housing revenue bonds, issued for the
Serenity Towers Apartments project on CreditWatch negative.
"The lowered rating reflects our ongoing concern regarding the
borrower's ability to effectively manage its Section 8 Housing
Assistance Payment (HAP) backed properties," said S&P Global
Ratings credit analyst Raymond Kim.
According to a notice from the trustee dated Feb. 10, 2017, the
project is in default regarding its HAP contact with HUD, after
scoring a 57 out of 100 on its most recent inspection on May 19,
2016. The borrower, Global Ministries Fellowship – Serenity
Towers LLC (GMF), failed to report this default to the trustee on a
timely basis, and reported the default to the trustee on
Jan. 26, 2017. The borrower's delay in reporting the failed
inspection is an event of default under various bond documents,
including the trust indenture, loan agreement, and mortgage. The
borrower reported that it in October 2016, it submitted
certifications of repairs to the trustee that address the
maintenance issues identified by HUD.
The trustee has demanded that the owner, GMF, provide written
notice to the trustee by March 13, 2017, that the project's HAP
contract is no longer in default. S&P will continue to monitor the
project's HAP status and could take further action if the HAP
contract remains in default after this time.
GO FIG: Claims Bar Date Set for May 19 in Chapter 7 Case
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
established May 19, 2017 at 11:59 p.m., Central Time, as the
deadline for parties-in-interest to file proofs of claim in the
Chapter 7 cases of debtors Go fig, Inc., 08-40116; Fig. Las Vegas,
LLC, 08-40117; Fig. Houston, LP, 08-40118; Fig. Dallas, LP,
08-40120; Fig. Atlanta, LLC, 08-40121; Fig. St. Louis, LLC,
08-40122; Fig. Scottsdale, LLC, 08-40123; Fig. Overland Park, LLC,
08-40124; Fig. Columbus, LLC, 08-40125; Fig. Tampa, LLC, 08-40126;
Fig. Cincinnati, LLC, 08-40127; Fig. Louisville, LLC, 08-40128.
The Claims Bar Date applies to all types of claims against the
Debtors that arose prior to the Filing Date, including secured
claims, unsecured priority claims, unsecured nonpriority claims,
and claims by governmental units.
The mailing address for the Clerk's Office is:
United States Bankruptcy Court, Eastern District of Missouri,
Thomas F. Eagleton US Courthouse
111 S. 10th Street, 4th Floor
St. Louis, MO 63102
About Go Fig.
Based in Phoenix, Arizona, Go fig., Inc. -- http://www.fig.com/--
provided medically supervised body-shaping services, operating and
managing 15 centers across the U.S. It was formerly known as
Advance Lipodissolve Center.
The company and 11 of its affiliates filed for Chapter 11
protection on Jan. 7, 2008 (Bankr. E.D. Mo. Lead Case No.
08-40116). Spencer P. Desai, Esq., at Capes Sokol Goodman and
Sarachan PC represented the Debtors in their restructuring efforts.
An Official Committee of Unsecured Creditors was appointed in the
Debtors' cases. When the Debtors filed for protection from their
creditors, they listed estimated assets and
debts of $1 million to $100 million.
At the behest of GE Money Bank, the Debtors' lender, the Hon.
Charles Rendlen III of the U.S. Bankruptcy Court for the Eastern
District of Missouri converted the Chapter 11 cases to Chapter 7
liquidation proceedings in May 2008.
GREAT BASIN: Note Buyers OK Release of $1.1-Mil. Restricted Funds
-----------------------------------------------------------------
As previously disclosed in the Current Report on Form 8-K filed
with the U.S. Securities and Exchange Commission 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 March 1, 2017, the 2016 Note Buyers voluntarily agreed to remove
restrictions on the Company's use of an aggregate of approximately
$1.1 million in cash previously funded to the Company and
authorized the release of those funds from the restricted accounts
of the Company for each 2016 Note Buyer in accordance with that
certain Master Control Account Agreement previously entered into by
and among the Company, UBS Financial Services Inc. and the
collateral agent.
On March 1, 2017, the Company and one of the 2016 Note Buyers
entered into an agreement, pursuant to which the Company agreed to
redeem $430,621 of the 2016 Note held by such 2016 Note Buyer for
an aggregate redemption price of $430,621, which will satisfy such
Redemption Note in full. The Company will pay the Redemption Price
for the Redemption Notes from cash held in the restricted accounts
of the Company. After the redemption, the principal amount of the
remaining 2016 Notes will be reduced from $33.8 million to $33.4
million.
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, the auditors said.
GREAT PLAINS: Moody's Lowers Subordinate Shelf Rating to (P)Ba1
---------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of Great
Plains Energy, including its senior unsecured rating, to Baa3 from
Baa2. The rating outlook is stable. This rating action concludes
the rating review initiated on May 31, 2016. In addition, Moody's
assigned a Baa3 senior unsecured rating to Great Plains' new $4.3
billion senior unsecured notes. The proceeds from this issuance
will be used to finance the acquisition of Westar Energy, Inc.,
which is expected to close in the second quarter of 2017.
Downgrades:
Issuer: Great Plains Energy Incorporated
-- Subordinate Shelf, Downgraded to (P)Ba1 from (P)Baa3
-- Senior Unsecured Shelf, Downgraded to (P)Baa3 from (P)Baa2
-- Subordinate Regular Bond/Debenture, Downgraded to Ba1 from
Baa3
-- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa3
from Baa2
Assignments:
Issuer: Great Plains Energy Incorporated
-- Senior Unsecured Regular Bond/Debenture, Assigned Baa3
Outlook Actions:
Issuer: Great Plains Energy Incorporated
-- Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
"The downgrade reflects Moody's expectations that the Great Plains
and Westar merger transaction will close, although Moody's believes
there's a possibility of some delay," stated Jairo Chung, Moody's
Analyst. "The significant amount of additional parent debt, leaving
very little financial flexibility, and Moody's views that Great
Plains' management has a higher tolerance for financial risk were
the key rationales for the downgrade," added Chung. In addition,
although there is a sound strategic reason for the acquisition, the
combined company's credit metrics will be significantly weaker,
another reason for the downgrade.
With the additional $4.3 billion of debt, Great Plains' parent
holding company debt as a percentage of consolidated debt is
expected to be over 35%. As a combined company, Great Plains' ratio
of cash flow from operations before changes in working capital (CFO
pre-WC) to debt will be in the 13% range, lower than Great Plains'
pre-acquisition stand-alone level of around 17% in 2016.
Moody's believes that Great Plains' management and board of
directors have adopted a higher risk tolerance for leverage than
had been exhibited prior to this transaction, a long-term credit
negative. Great Plains will have limited financial flexibility for
some time following the merger and could potentially be under
greater pressure if regulatory support in Kansas and Missouri wanes
or if there is a softening of regional macro-economic
fundamentals.
As a combined company, Great Plains will increase the scale and
size of its operations, with a higher Federal Electric Regulatory
Commission (FERC) regulated transmission rate base and an increased
its presence in Kansas. Moody's views FERC as one of the most
supportive regulatory jurisdiction in the U.S. and the regulatory
environment in Kansas for electric utilities to be relatively
challenging.
Rating Outlook
The stable outlook incorporates Moody's expectations that the
pending transaction and the integration of Great Plains and Westar
will be completed as described by the company. The stable outlook
reflects Moody's views that the credit quality of its utilities
will be maintained and that Great Plains will not undertake any
other financings that put further pressure on its balance sheet.
Factors That Could Lead to an Upgrade
A rating upgrade is unlikely in the near-term given higher leverage
incurred to finance the Westar acquisition. However, a rating
upgrade could be considered if there is a significant reduction in
parent debt or the company's financial performance improves
meaningfully such that its CFO pre-WC to debt increases to high
teens on a sustained basis. Also, if there is a material
improvement in the company's regulatory environments, resulting in
credit supportive developments, a rating upgrade could be
considered.
Factors That Could lead to a Downgrade
A rating downgrade could be considered if there is a further
deterioration in the company's financial performance, such that its
CFO pre-WC to debt falls below 13% on a sustained basis. Also, if
more debt is added at the parent level, Great Plains' rating could
be downgraded. A rating downgrade is also possible if the
regulatory environments become less credit supportive.
Headquartered in Kansas City, Missouri, Great Plains is a utility
holding company with operations in Kansas and Missouri through
Kansas City Power & Light Company and KCP&L Greater Missouri
Operations Company. Great Plains also owns 13.5% of Transource
Energy LLC (A2 stable), a joint venture transmission company. It is
in the process of acquiring Westar Energy, Inc.
The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in December 2013.
GROUP 701: Case Summary & 6 Unsecured Creditors
-----------------------------------------------
Debtor: Group 701, LLC
7300 Ambassador Row
Dallas, TX 75247
Case No.: 17-30858
Chapter 11 Petition Date: March 6, 2017
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Harlin DeWayne Hale
Debtor's Counsel: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
12770 Coit Rd., Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
E-mail: eric@ealpc.com
Total Assets: $1.6 million
Total Liabilities: $829,702
The petition was signed by Mahmoud Shahsiah, managing member.
A copy of the Debtor's list of six unsecured creditors is available
for free at http://bankrupt.com/misc/txnb17-30858.pdf
HANJIN SHIPPING: Maher Can Foreclose on 256 Shipping Containers
---------------------------------------------------------------
Lillian Rizzo, writing for The Wall Street Journal Pro Bankruptcy,
reported that U.S. Bankruptcy Judge John K. Sherwood in Newark,
N.J., authorized Maher Terminals LLC, which runs one of the Port
Authority of New York and New Jersey's marine terminals, to
foreclose on the container assets and sell them to pay off claims
owed by Hanjin Shipping Co.
The Troubled Company Reporter, on March 3, 2017, citing The Wall
Street Journal, reported that following a declaration by a Seoul
court that Hanjin is bankrupt, attorneys for a handful of the
shipping company's creditors asked for permission from a New Jersey
bankruptcy court to foreclose on the container assets and sell
them.
According to the Journal, the Seoul court declared Hanjin bankrupt
and ordered the firm's liquidation, bringing about the final
chapter of the ocean-shipping industry's largest-ever collapse.
All that remains of Hanjin will be liquidated, including ships,
stakes in seaport terminals and other assets such as its
containers, the report said.
The request came days after Maher Terminals LLC, which runs one of
the Port Authority of New York and New Jersey's marine terminals,
said in a court filing that Hanjin owes more than $3 million in
penalties and storage fees on 256 containers clogging up the
terminal's docks, the report related.
The presence of those containers "causes a severe backlog and
limits the space available within the Maher Facility (which space
is extremely valuable) to offload containers from ships arriving
into the port," the Journal said, citing Maher Senior Manager
Bradley Sherwin as saying in the court filing.
Mr. Sherwin and attorneys for Maher asked for permission to sell
the containers, estimating each one would yield at most $1,000 if
sold in bulk -- "significantly less than the total Storage Charges
owed by Hanjin to Maher," the report further related.
That seemed to have gotten the attention of Hanjin's creditors,
the
Journal said. "Every day that the Banks are delayed from selling
the Containers significant storage charges are incurred and the
risk that the Containers are sold by the terminals or depots where
they are stranded is heightened," they wrote in the court filing,
according to the Journal.
The New Jersey court authorized Maher to foreclose on the 256
Hanjin containers stored at its facility, and has the right to use
the proceeds to pay down their postbankruptcy storage charges still
owed to Maher by Hanjin, court papers show, the Journal related.
Hanjin is said to owe more than $3 million in penalties and storage
fees due to the more than 250 containers on Maher's docks, the
report said, citing court papers filed in late February.
Maher's senior manager said previously that Hanjin's containers
were causing "a severe backlog," and took up "extremely valuable"
space in its facility, the report said. Additionally, the company
and its attorneys estimated in court papers that each container
would yield about $1,000 if sold in bulk, the report added.
Judge Sherwood also gave the Georgia Ports Authority permission to
sell the containers left over on their docks, court papers show,
the report said.
About Hanjin Shipping
Hanjin Shipping Co., Ltd., is mainly engaged in the transportation
business through containerships, transportation business through
bulk carriers and terminal operation business. The Debtor is a
stock-listed corporation with a total of 245,269,947 issued shares
(common shares, KRW 5000 per share) and paid-in capital totaling
KRW 1,226,349,735,000. Of these shares 33.23% is owned by Korean
Air Lines Co., Ltd., 3.08% by Debtor and 0.34% by employee
shareholders' association.
The Company operates approximately 60 regular lines worldwide,
with 140 container or bulk vessels transporting over 100
million tons of cargo per year. It also operates 13 terminals
specialized for containers, two distribution centers and
six Off Dock Container Yards in major ports and inland areas
around the world. The Company is a member of "CKYHE," a
global shipping conference and also a partner of "The
Alliance," another global shipping conference to be
launched in April 2017.
Hanjin Shipping listed total current liabilities of KRW 6,028,543
million and total current assets of KRW 6,624,326 million as of
June 30, 2016.
As a result of the severe lack of liquidity, Hanjin applied to the
Seoul Central District Court 6th Bench of Bankruptcy Division for
the commencement of rehabilitation under the Debtor Rehabilitation
and Bankruptcy Act on Aug. 31, 2016. On the same day, it requested
and was granted a general injunction and the preservation of
disposition of the Company's assets. The Korean Court's decision
to commence the rehabilitation was made on Sept. 1, 2016. Tai-Soo
Suk was appointed as the Debtor's custodian.
On Sept. 2, 2016, Hanjin Shipping Co. filed in the U.S. a
voluntary
petition under Chapter 15 of the Bankruptcy Code. The Chapter 15
case is pending in New Jersey (Bankr. D.N.J. Case No. 16-27041)
before Judge John K. Sherwood. Cole Schotz P.C. serves as counsel
to Tai-Soo Suk, the Chapter 15 petitioner and the duly appointed
foreign representative of Hanjin Shipping.
HELLO NEWMAN: Court OKs Appointment of A. Togut as Ch. 11 Trustee
-----------------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York entered an Order granting the
appointment of Albert Togut as Chapter 11 Trustee for Hello Newman
Inc.
The Order was made pursuant to the United States Trustee's
application for the entry of an order approving the appointment of
Albert Togut as Chapter 11 Trustee for the Debtor.
About Hello Newman
Hello Newman Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-12910) on October 17,
2016. The petition was signed by Philip Hartman, secretary.
The case is assigned to Judge Shelley C. Chapman.
At the time of the filing, the Debtor $14 million in assets and
$4.69 million in liabilities.
HHGREGG INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
hhgregg, Inc. 17-01302
dba hhgregg
4151 East 96th Street
Indianapolis, IN 46240
Tel: 317-848-8710
Email: info@hhgregg.com
Gregg Appliances, Inc. 17-01303
HHG Distributing LLC 17-01304
Type of Business: Retailer
Chapter 11 Petition Date: March 6, 2017
Court: United States Bankruptcy Court
Southern District of Indiana (Indianapolis)
Debtors' Counsel: Neil E. Herman, Esq.
Rachel Jaffe Mauceri, Esq.
Benjamin J. Cordiano, Esq.
Katherine L. Lindsay, Esq.
Matthew C. Ziegler, Esq.
Michaela Dragalin, Esq.
MORGAN, LEWIS & BOCKIUS LLP
101 Park Avenue
New York, NY 10178
Tel: (212) 309-6000
E-mail: neil.herman@morganlewis.com
rachel.mauceri@morganlewis.com
benjamin.cordiano@morganlewis.com
katherine.lindsay@morganlewis.com
matthew.ziegler@morganlewis.com
michaela.dragalin@morganlewis.com
- and -
Jeffrey A. Hokanson, Esq.
Sarah L. Fowler, Esq.
ICE MILLER LLP
One American Square, Esq.
Suite 2900
Indianapolis, IN 46282-0200
Tel: (317) 236-2100
E-mail: jeff.hokanson@icemiller.com
sarah.fowler@icemiller.com
Debtors'
Claims &
Noticing
Agent: DONLIN, RECANO & COMPANY, INC.
Re: hhgregg, Inc., et al.
P.O. Box 199043
Blythebourne Station
Brooklyn, NY 11219
Toll Free Tel: (800) 591-8252
E-mail: hhgregginfo@donlinrecano.com
Estimated Estimated
Assets Liabilities
---------- -----------
hhgregg, Inc. $0-50K $0-50K
Gregg Appliances, Inc. $100M-$500M $100M-$500M
HHG Distributing LLC $0-$50K $0-$50K
The petitions were signed by Kevin J. Kovacs, chief financial
officer.
Gregg Appliances, Inc.'s List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Curtis International LTD. Trade $3,601,398
315 Atwell Drive
Etobicoke, ON M9W 5C1 Canada
Mike Jobe
Tel: 800-968-9853 x224
Mike@curtisint.com;
Joe@curtisint.com
Florida Department of Revenue Trade $1,446,947
5050 W Tennessee Street
Tallahassee, FL
32399-0100
Tel: 850-617-8600
Frigidaire Consigment Trade $1,525,356
PO BOX 70509
Chicago, IL 60673
Amanda Cohn
Email: Amanda.cohn@electrolux.com
Tel: 706-651-1751
GE Capital Trade $762,755
PO BOX 960061
Orlando, FL 32896
Tel: 866-419-4096
General Electric Co. - MABG Trade $1,794,695
P.O. Box 640328
Pittsburgh, PA
15264-0328
Mallory Chapman
Email: mallory.chapman@ge.com
Tel: 800-322-0168
Haier America Trading, LLC Trade $3,262,863
45 W. 36th Street, 4th Floor
New York, NY 10018
Mary Smith
Tel: 212-594-3330
Email: marysmith@haieramerica.com
Installs Inc, LLC Trade $1,189,451
241 Main Street, Fl 5
Buffalo, NY 14203
Lori Riker
Tel: 800-344-4856
Email: lori.riker@installs.com
Klipsch Trade $1,101,338
P.O. Box 66477
Indianapolis, IN 46266
Daniel Aguirre
Tel: 317-860-8100
Email: daniel.aguirre@klipsch.com
Midea American Corp. Trade $1,216,419
Maple Plaza I
4 Campus Drive
Parsippany, NJ 07054
Jun Chen
Email: chenjun16@midea.com
Quad/Graphics, Inc. Trade $7,701,459
P.O. Box 644840
Pittsburgh, PA
15264-4840
Patti Struthers
Tel: 414-622-2573
Email: PCStruthers@qg.com
Rosetta Marketing Group, LLC Trade $5,674,230
100 American Metro Blvd, Suite 201
Hamilton, NJ 08619
Courtney Driscoll
Email: Courtney.Driscoll@razorfish.com
Tel: 609-689-6100
Ryder Integrated Logistics Trade $2,569,999
11690 NW 105 Street
Miami, FL 33178
Douglas Polancih
Tel: 248-699-2446
Email: Justin_Ratcliffe@ryder.com
Seiki LLC Trade $3,022,923
1550 Velley Vista Drive
Suite 210
Diamond Bar, CA 91765
Tara Drake
Tel: 909-212-0239
Email: Taradake@seiki.com
Serta Trade $1,762,866
12685 Collection
Center Drive
Chicago, IL 60693
Erich Kimmel
Tel: 706-854-1888
Email: ekimmel@sertasimmons.com
Spirit Trade $1,324,560
200 South Street
New Providence, NJ 07974
Maurizio Pontoriero
Tel: 908-665-9660
Email: maurizio.pontoriero
@spiritdelivery.com
Steve Silver Company Trade $1,321,941
1000 FM 548 North
Forney, TX 75126
April Hollis
Tel: 888-400-8113
Email: ahollis@ssilver.com
Treasurer of State of Ohio Trade $957,073
PO BOX 16561
Columbus, OH
43266-0061
Tel: 614-466-2160
U.S. Transport Corporation Trade $1,302,570
5100 N Federal Highway Suite
4th Floor
Fort Lauderdale, FL 33308
Tel: 305-986-1684
Email: accountsreceivable@uste3.com
Warrantech CPS, Inc. Trade $6,550,751
ATTN: CPS Financial Services
2200 Highway 121, Suite 100
Bedford, TX 76021
Lindsey Davis
Tel: 214-406-3606
Email: Lindsey.davis@amtrustgroup.com
Zimmerman Advertising Trade $6,599,488
P.O. Box 934130
Atlanta, GA
31193-4130
Lisa Rossi
Tel: 954-644-400
Email: LisaRossi@zadv.com
HHGREGG INC: Closing 88 of 226 Store Locations
----------------------------------------------
hhgregg, Inc., an appliance, electronics and furniture retailer,
has filed a voluntary petition under Chapter 11 of the Bankruptcy
Code in light of its tightening liquidity and continued
underperformance at a significant number of its stores. Hhgregg is
seeking joint administration of its Chapter 11 case with those of
its subsidiaries Gregg Appliances, Inc. and HHG Distributing LLC
under the Lead Case No. 17-01302.
The Debtors cited declining retail traffic, fast-changing trends,
expensive commercial leases, and the proliferation of online
shopping as the compelling factors that led to the commencement of
the Chapter 11 cases. In addition, the Debtors also experienced
seasonal fluctuations in their net sales and operating results due
in part to seasonal shopping patterns for their products.
Last week, the multi-regional retailer began store closing sales at
88 of its 226 brick-and-mortar store locations and expects to
complete the Store Closing Sales by next month.
"We've given it a valiant effort over the past 12 months," said
Robert J. Riesbeck, hhgregg's president and CEO, in a press
statement. "We have conducted an extensive review of alternatives
and believe pursuing a restructuring through Chapter 11 is the best
path forward to ensure hhgregg's long-term success. We are
thankful for the continued support of our dedicated employees,
valued customers, vendors and business partners as we navigate this
process, and look forward to becoming a stronger company in the
coming months.
"We have streamlined our store footprint and remain fully committed
to the 132 remaining stores, and the associates supporting those
locations. We have solidified our senior management team and
everyone is dedicated to restructuring our business model for
future profitability and growth," continued Riesbeck. "Through
these strategic steps, we plan to come out of this debt free and
more agile as we serve our valued customers and vendor partners,
and continue to be a dominant force in appliances, electronics and
home furnishings."
As of the Petition Date, the Debtors owe approximately $56 million
to Wells Fargo Bank, National Association, as administrative agent
and collateral agent under a 2011 credit facility; $20 million to
trade creditors; and $145 million to landlords.
Kevin J. Kovacs, chief financial officer of hhgregg, said in an
affidavit filed with the court, that following a disappointing
holiday season, the Debtors (which maintain a "private label" store
credit card program through Synchrony Bank) continued to experience
tightening liquidity, which was exacerbated by Synchrony's
requirement that they post letters of credit totaling $17 million
in order to collateralize the Synchrony's acquired receivables and
other obligations of the Debtors under the Synchrony program.
In an effort to improve operating efficiency, the Debtors retained
Hilco Merchant Resources, LLC and Gordon Brothers Retail Partners,
LLC to conduct the Store Closing Sales, which process began on
March 3, 2017. Following completion of the Store Closing Sales,
the Debtors intend to reject the leases for the dark stores. The
proceeds of the Store Closing Sales will be used to reduce secured
debt and for operations in accordance with the DIP Loan and related
budget.
The Debtors are also considering all possible strategies geared
towards achieving the primary goals of, among other things,
renegotiating burdensome leases, preserving beneficial trade terms
with vendors, and focusing operations to allow the Debtors to
retain loyal customers, attract new customers, and generate steady
profits at performing locations and on-line as their business model
evolves.
"[T]he Debtors have implemented, and will continue to consider, a
series of processes to maximize other assets as efficiently as
possible, whether through a standalone reorganization or a going
concern sale of the Debtors' businesses following the completion of
the Store Closing Sales," said Mr. Kovacs. "Accordingly, the
Debtors intend to implement a competitive bidding and auction
process for the sale or sales of substantially all of their
remaining assets in the early days of these Chapter 11 cases, and
to file a motion with the Court seeking authorization to pursue
that process," he added.
The Company has signed a term sheet with an anonymous party to
purchase the assets of the Company, which is intended to allow the
Company to exit Chapter 11 debt free with significant improvement
in liquidity for the future stability of the business. The Company
expects a quick and smooth process through Chapter 11 with
emergence in approximately 60 days.
hhgregg intends to continue to provide delivery, installation and
customer service; pay wages, healthcare and other benefits to its
associates without interruption; and pay suppliers and vendors for
the goods and services it receives in the ordinary course of
business throughout the restructuring process.
Wells Fargo and GACP Finance Co., LLC, as agents to the lenders,
have agreed to provide up to $80 million of additional liquidity to
enable to the Debtors to keep operating while in Chapter 11,
subject to the court's approval.
Founded in 1955, hhgregg operates in 20 states and also offers
market-leading global and local brands via hhgregg.com. Its
headquarters is located at 4151 East 96th Street, Indianapolis,
Indiana.
The Debtors have retained Morgan, Lewis & Bockius LLP and Ice
Miller LLP as counsel; Berkeley Research Group, LLC as financial
advisor; Stifel and Miller Buckfire & Co. as investment banker and
Donlin, Recano & Company, Inc. as claims and noticing agent.
HHGREGG INC: Says Anonymous Party to Purchase Assets
----------------------------------------------------
hhgregg, Inc. ("hhgregg" or the "Company") on March 6 disclosed
that the Company has taken action to restructure its balance sheet
and better position itself for future success by filing voluntary
petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code. The petitions were filed in the U.S. Bankruptcy
Court for the Southern District of Indiana (the "Court"). The
restructuring is intended to facilitate the Company's long-term,
strategic goals of enhancing profitability and reaffirming its
commitment to its associates, vendors and the communities it
serves.
"We've given it a valiant effort over the past 12 months," said
Robert J. Riesbeck, hhgregg's President and CEO. "We have
conducted an extensive review of alternatives and believe pursuing
a restructuring through Chapter 11 is the best path forward to
ensure hhgregg's long-term success. We are thankful for the
continued support of our dedicated employees, valued customers,
vendors and business partners as we navigate this process, and look
forward to becoming a stronger company in the coming months."
The Company has signed a term sheet with an anonymous party to
purchase the assets of the Company, which is intended to allow the
Company to exit Chapter 11 debt free with significant improvement
in liquidity for the future stability of the business. The Company
expects a quick and smooth process through Chapter 11 with
emergence in approximately 60 days.
"We have streamlined our store footprint and remain fully committed
to the 132 remaining stores, and the associates supporting those
locations. We have solidified our senior management team and
everyone is dedicated to restructuring our business model for
future profitability and growth," continued
Mr. Riesbeck. "Through these strategic steps, we plan to come out
of this debt free and more agile as we serve our valued customers
and vendor partners, and continue to be a dominant force in
appliances, electronics and home furnishings."
hhgregg's 132 store locations will operate in the ordinary course
of business throughout the restructuring process. The 88 stores
affected by the Company's announcement on March 3, 2017 will
continue to operate as previously disclosed in the coming weeks.
As it navigates the Chapter 11 process, hhgregg intends to
continue:
-- Providing superior delivery, installation and customer
service;
-- Providing wages, healthcare and other benefits to its
associates without interruption; and
-- Paying suppliers and vendors for the goods and services it
receives in the ordinary course of business throughout the
restructuring process.
The Company has obtained a committed $80 million
debtor-in-possession ("DIP") financing facility underwritten by
Wells Fargo Bank, National Association and GACP Finance Co., LLC.
Subject to Court approval, this DIP financing, combined with the
acquiring party's investment and the Company's cash from
operations, is expected to provide sufficient liquidity during the
Chapter 11 case to support its continuing normal business
operations and minimize disruption.
Morgan, Lewis and Bockius LLP and Ice Miller are serving as
hhgregg's legal advisors in the restructuring and Stifel, Nicolaus
& Company, Incorporated, Miller Buckfire & Co., and Berkeley
Research Group, LLC are serving as financial and restructuring
advisors.
About hhgregg
hhgregg is an appliance, electronics and furniture retailer that is
committed to providing customers with a truly differentiated
purchase experience through superior customer service,
knowledgeable sales associates and the highest quality product
selections. Founded in 1955, hhgregg is a multi-regional retailer
currently with 220 stores in 19 states that also offers
market-leading global and local brands at value prices nationwide
via hhgregg.com.
HHGREGG INC: Secures $80 Million DIP Loans from Wells Fargo, GACP
-----------------------------------------------------------------
hhgregg, Inc., as parent, Gregg Appliances, Inc., as borrower, HHG
Distributing LLC, and each existing and future domestic subsidiary
of the Borrower entered into a Senior Secured Superpriority
Debtor-In-Possession Credit Facility dated March 6, 2017, with
Wells Fargo Bank, National Association, as administrative and
collateral agent, GACP Finance Co., LLC, as FILO agent, and certain
other lenders.
THe DIP Facility consists of:
(i) a $50,000,000 senior secured superpriority
revolving credit facility; and
(ii) a $30,000,000 senior secured superpriority
"first-in, last-out" term loan facility
(the "FILO Loans").
Prior to the issuance of a final order from the United States
Bankruptcy Court for the Southern District of Indiana reasonably
satisfactory in form and substance to Agent, authorizing the DIP
Credit Agreement, the proceeds of:
(a) the Revolving Loans shall be used:
(i) to fund certain expenses related to the
bankruptcy proceedings, and
(ii) subject to the budget required by the
DIP Credit Agreement, for general
corporate purposes of the Borrower not
otherwise prohibited by the terms of
the DIP Credit Agreement and
(b) the FILO Loans shall be used for the repayment
of a portion of the outstanding "Loans" under
the Amended and Restated Loan and Security
Agreement, dated March 29, 2011, with Wells
Fargo Bank, N.A., as administrative agent and
collateral agent for the lenders and the lenders
party thereto as amended by Amendments No. 1,
No. 2 and No. 3 -- Prior Facility -- in
accordance with the terms thereof.
Upon entry of the Final Order, the proceeds of the Revolving Loans
also will be used for the repayment of any remaining outstanding
"Loans" under the Prior Facility.
The Debtors' bankruptcy filing constituted an event of default
under the Prior Facility. As a result of such event of default,
all obligations under the Prior Facility became automatically and
immediately due and payable. The total amount of such obligations
was $56.2 million as of March 6, 2017.
While the Company believes that any efforts to enforce such payment
obligations under the Prior Facility are stayed as a result of the
filing of the bankruptcy petitions, the obligations of all parties
to the Prior Facility under such agreement have been subsumed by
the DIP Credit Agreement.
The Prior Facility was comprised of a $20 million first-in last-out
revolving tranche (the "Prior FILO") and a $280 million revolver,
subject to borrowing availability. The Prior Facility had a
maturity date of June 28, 2021.
Under the Prior Facility, the first $20 million of borrowings are
applied to the Prior FILO, subject to a borrowing base equal to the
sum of (i) 5% of the eligible credit card A/R and (ii) 10% of the
net orderly liquidation value of eligible inventory, in each case
subject to customary reserves and eligibility criteria. Under the
Prior FILO, the inventory advance rate is reduced by 0.5% per
quarter to 6.0% and remains at 6.0% unless the fixed charge
coverage ratio is less than 1.0x, then it reduces by 0.5% each
quarter to 5.0%.
If the fixed charge coverage ratio is less than 1.0x at that time,
the inventory advance rate is reduced to 0.25% each quarter.
Interest on the borrowings under the Prior FILO are payable at a
fluctuating rate based on LIBOR plus an applicable margin of
450-500 bps based on the average quarterly excess availability.
Borrowings greater than $20 million were subject to similar terms
and rates under the Prior Facility. As defined, under the Prior
Facility, the defined borrowing base is equal to the sum of (i)
90.0% of the net orderly liquidation value of all eligible
inventories and (ii) 90% of all commercial and credit card
receivables, in each case subject to customary reserves and
eligibility criteria. Interest on the Prior Facility was payable at
a fluctuating rate based on LIBOR plus an applicable margin of
150-200 bps based on the average quarterly excess availability.
The Borrower's obligations under the DIP Credit Agreement are
guaranteed by the Company and each of the other Debtors and are
secured by substantially all of the real and personal property of
the Debtors, subject to certain exceptions. The Revolving Loans
bear interest at a rate per annum equal to the Base Rate (as
defined in the Prior Facility) plus 3.00%. The FILO Loans bear
interest at a rate per annum equal to one-month LIBOR (as a
reference rate, adjusted monthly) plus 10.00%.
Upon the occurrence and during the continuance of an event of
default under the DIP Credit Agreement, the interest rate increases
by 2% per annum.
All obligations under the DIP Credit Agreement, accrued or
otherwise, shall be due and payable in full on the earliest of:
(i) the date that is 12 months after March 6, 2017,
(ii) a sale of all or substantially all of the assets
of any Debtor under Section 363 of the Chapter 11
of the Bankruptcy Code or otherwise,
(iii) 35 calendar days after March 6, 2017 if the Final
Order is not entered,
(iv) the effective date of substantial consummation of
any plan of reorganization,
(v) the date of acceleration of the Obligations (as
defined in the DIP Credit Agreement) and the
termination of the Aggregate Commitments (as
defined in the DIP Credit Agreement) upon the
occurrence of an Event of Default (as defined
in the DIP Credit Agreement), or
(iv) the filing of a motion by any Debtor seeking
dismissal of the Chapter 11 Cases, the actual
dismissal of the Chapter 11 Cases, the filing
of a motion by any Debtor seeking to convert
the Chapter 11 Cases to a case under Chapter 7
of the Bankruptcy Code, the conversion of the
Chapter 11 Cases to a case under Chapter 7 of
the Bankruptcy Code, or the appointment of a
trustee or examiner with expanded powers in
the Chapter 11 Cases.
The DIP Credit Agreement includes representations from the Borrower
and the Company that are customary for debtor-in-possession
financing. The DIP Credit Agreement also includes various
affirmative and negative covenants applicable to the Debtors,
including a covenant to adhere to a budget delivered satisfactory
to the Agent and the FILO Agent and other customary covenants for
debtor-in-possession financings of this type, including
restrictions on the incurrence of indebtedness, capital
expenditures, mergers, sales and other dispositions of property and
other fundamental changes. The DIP Credit Agreement provides for
customary events of default, including defaults resulting from
non-payment of principal, interest or other amounts when due,
failure to perform or observe covenants, and the failure to achieve
certain milestones in the bankruptcy proceedings.
Indianapolis, Indiana-based hhgregg, Inc. is an appliance,
electronics and furniture retailer. Founded in 1955, hhgregg is a
multi-regional retailer currently with 220 stores in 19 states that
also offers market-leading global and local brands at value prices
nationwide via hhgregg.com.
HHGREGG INC: Store Closings to Be Completed Mid-April
-----------------------------------------------------
hhgregg, Inc. on March 2, 2017, announced that as part of its
turnaround efforts, the Company plans to close three distribution
facilities and 88 store locations in order to reallocate resources
to align more closely with its strategic goals to improve liquidity
and return to profitability. These decisions will help the Company
refocus efforts on its core markets and goals to enhance customers'
experience both in-store and online.
The Company's board of directors approved the closure plans on Feb.
23, 2017. The Company was expected to begin the store and
distribution center closures on March 3 and to complete the
closings by mid-April 2017.
In connection with these plans, the Company expects to incur total
pre-tax charges of approximately $12 million to $21 million. This
estimate is comprised of approximately $5 million to $10 million
related to asset impairment costs, $5 million to $7 million in
employee termination costs and $2 million to $4 million for other
associated costs. These charges are estimates, and the actual
charges may vary materially based on various factors, including
timing of the closures; actual associate terminations and benefits;
changes in management's assumptions and other plans; and other
factors. The Company also has approximately $190 million
outstanding for operating lease obligations relating to these
stores and distribution centers. As of the time of filing, the
Company is unable in good faith to make a determination of an
estimate or range of estimates related to the future cash
expenditures for these operating lease obligations as it does not
have reliable estimates of sublease income.
"We are strategically exiting markets and stores that are not
financially profitable for us," said Robert J. Riesbeck, hhgregg's
President and CEO. "This is a proactive decision to streamline our
store footprint in the markets where we have been, and will
continue to be, important to our customers, vendor partners and
communities. We feel strongly that the markets we will remain in
are the right ones for our customers and our business model. Our
team is dedicated to moving forward and being a profitable 132
store, multi-regional chain where we will continue to be a dominant
force in appliances, electronics and home furnishings."
"The management team has worked tirelessly over the past year to
return hhgregg to profitability," continued Riesbeck. "We have
determined that the economics of the affected locations will not
allow us to achieve our overall goal of becoming a profitable
company again. After scrutinizing our real estate portfolio, we
have identified a number of underperforming stores, as well as
store locations that are no longer strong shopping destinations due
to changes in the local retail shopping landscape."
Current inventory in the affected stores will be sold over the
coming weeks, with final closings expected to be complete by
mid-April. The closings will result in the elimination of
approximately 1,500 positions.
As a result of the store actions, hhgregg will close its
distribution and delivery centers located in Brandywine, Maryland;
Miami, Florida and Philadelphia, Pennsylvania. These facilities
will continue to support customer orders of all product sold in the
closing locations until all product has been delivered.
"I want to thank each and every manager and associate in our stores
and distribution centers, and their families, for their continued
efforts, contributions and support," said Riesbeck. "I understand
this is not an easy process to go through; our history has shown
that our team members will meet this challenge head-on and continue
to support our customers and each other through the closing
process."
hhgregg Store Locations Closing
===============================
Newark, Heath, OH
Newport News, VA
Fairfax, VA
Fairlawn, Akron, OH
Virginia Beach, VA
Bailey's Crossroads, Falls Church, VA
Trussville, AL
Chesapeake, VA
Woodbridge, VA
Stonecrest, Lithonia, GA
Fredericksburg, VA
Manassas, VA
Gwinnett, Duluth, GA
Colonial Heights, VA
Largo, MD
Southlake, Morrow, GA
Roanoke, VA
Waldorf, MD
Pembroke Pines, FL
Lower Paxon, Harrisburg, PA
Rockville, MD
Hialeah, FL
York, PA
Frederick, MD
Sawgrass, Plantation, FL
Mechanicsburg, PA
Catonsville, MD
Ft. Lauderdale, FL
Lancaster, PA
Hanover, MD
Kendall, Miami, FL
Hagerstown, MD
Bel Air, MD
Wellington, FL
Wilkes-Barre, PA
Towson, MD
West Palm Beach, FL
Dickson City, PA
Annapolis, MD
Boca Raton, FL
Winchester, VA
Glen Burnie, MD
Mt. Juliet, TN
Wyomissing, PA
Chesterfield, MO
Mansfield, OH
Downingtown, PA
North Hills, Pittsburgh, PA
Mooresville, NC
King of Prussia, Berwyn, PA
Erie, PA
Durham, NC
Montgomeryville, North Wales, PA
Parkersburg, Vienna, WV
Cary, NC
Whitman Square, Philadelphia, PA
Schaumburg, IL
Buckhead, Atlanta, GA
Langhorne, PA
Bloomingdale, IL
Asheville, NC
Whitehall, PA
Arlington Heights, IL
Gainesville, FL
Moorestown, NJ
Niles, IL
Homestead, FL
Deptford, Woodbury, NJ
Springfield, IL
Florida Mall, Orlando, FL
Mays Landing, NJ
Champaign, IL
Pensacola, FL
Newark, DE
Kenner Westgate, Metairie, LA
Mobile, AL
Dover, DE
Westbank, Harvey, LA
Aventura, FL
Wilmington, DE
Mall of Louisiana, Baton Rouge, LA
Pinecrest, FL
Springfield, VA
Tri-County, Springdale, OH
Short Pump, Henrico, VA
Sterling, VA
Treasure Coast Mall, Jensen Beach, FL
Chesterfield, Midlothian, VA
Indianapolis, Indiana-based hhgregg, Inc. is an appliance,
electronics and furniture retailer. Founded in 1955, hhgregg is a
multi-regional retailer currently with 220 stores in 19 states that
also offers market-leading global and local brands at value prices
nationwide via hhgregg.com.
HIGHGATE LTC: Oasis HC Seeks to Reopen Chapter 11 Case
------------------------------------------------------
Oasis HC, LLC, asks the U.S. Bankruptcy Court for the Northern
District of New York to enter an Order to reopen the Chapter 11
bankruptcy case of Highgate LTC Management LLC, reappoint Mark I.
Fishman as Chapter 11 Trustee or, in the alternative, convert the
case to one under Chapter 7.
The Movant seeks to reopen the case to administer the assets.
Moreover, the Movant seeks to negotiate with a trustee regarding an
appropriate division of the settlement payments. The Movant seeks
to reappoint the prior Trustee, Mark I. Fishman, Esq., as the
Chapter 11 Trustee for the reopened case, assuming he is available,
able and willing. To do so would save the expense of having a new
trustee and counsel learn the extensive background of the cases,
Oasis HC told the Court. In the alternative, the Motion provides
that the United States Trustee can appoint another suitable person
to serve as trustee, Oasis HC further told the Court.
The Movant is represented by:
Paul A. Levine, Esq.
Meghan M. Breen, Esq.
LEMERY GREISLER LLC
50 Beaver Street
Albany, NY 12207
Tel: (518) 433-8800
About Highgate LTC
Headquartered in Niskayuna, New York, Highgate LTC Management LLC
operates nursing homes. The company and its affiliate, Highgate
Manor Group, LLC, filed for Chapter 11 protection on April 16, 2007
(Bankr. N.D.N.Y. Lead Case No.07-11068). J. Ted Donovan, Esq., at
Finkel Goldstein Rosenbloom & Nash, LLP, represents the Debtors in
their restructuring efforts.
The U.S. Trustee for Region 2 appointed creditors to serve on an
Official Committee of Unsecured Creditors in the bankruptcy case.
Robert C. Yan, Esq., at Farrel Fritz P.C., represents the
Committee.
The Court appointed Mark I. Fishman, Esq., at Neubert, Pepe &
Monteith, P.C., as Chapter 11 Trustee following allegations that
the Debtors violated several health laws and falsified records.
When the Debtors filed for protection from their creditors, they
listed assets of less than $50,000 and debts of between $1 million
and $100 million.
HILLCREST INC: Case Summary & 2 Unsecured Creditors
---------------------------------------------------
Debtor: Hillcrest, Inc.
5500 N Oak, #200
Kansas City, MO 64118
Case No.: 17-40574
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: March 6, 2017
Court: United States Bankruptcy Court
Western District of Missouri (Kansas City)
Judge: Hon. Dennis R. Dow
Debtor's Counsel: Joanne B. Stutz, Esq.
EVANS & MULLINIX, P.A.
Suite 200
7225 Renner Road
Shawnee, KS 66217
Tel: 913-962-8700
Fax: 913-962-8701
E-mail: jstutz@emlawkc.com
Total Assets: $1.47 million
Total Liabilities: $665,127
The petition was signed by Randall L. Robb, president.
A copy of the Debtor's list of two unsecured creditors is available
for free at http://bankrupt.com/misc/mowb17-40574.pdf
HOLIDAY SUPERMARKETS: Sale of Supermarket Assets for $125K Approved
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Holiday Supermarkets, Inc. to sell its supermarket
assets at 7938 Dungan Road, Philadelphia, Pennsylvania, to Garys
Market, Inc. for $100,000; and its supermarket assets at 6499
Sackett Street, Philadelphia, Pennsylvania, to Rosanns Market,
Inc., for $25,000.
A copy of the Agreements attached to the Order is available for
free at:
http://bankrupt.com/misc/Holiday_Supermarkets_137_Order.pdf
The proceeds will be distributed to the Debtor, into IOLTA account
of the Debtor's counsel, pending further order of the Court.
About Holiday Supermarkets
Holiday Supermarkets, Inc., is a corporation which is engaged in
the business of operating two supermarkets in the City of
Philadelphia. Holiday Supermarkets filed a Chapter 11 petition
(Bankr. E.D. Pa. Case No. 16-17541), on Oct. 26, 2016, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by David A. Scholl, Esq., at Law Office of David A.
Scholl.
HOUSTON AMERICAN: Regains Compliance with NYSE Minimum SellingPrice
-------------------------------------------------------------------
Houston American Energy Corp. announced receipt, on March 1, 2017,
of notification from NYSE Regulation that the Company is back in
compliance with Section 1003(f)(v) of the NYSE MKT Company Guide
relating to the minimum selling price of a listed company's
securities.
The Company previously received notifications from the NYSE MKT
citing failure to comply with Section 1003(f)(v) as a result of the
continued trading of the Company's common stock at a low price.
The Company continues to fall below the minimum stockholders'
equity requirement of Section 1003(a)(iii) of the Company Guide and
continues to be listed on the NYSE MKT pursuant to an extension and
a plan, submitted by the Company, to regain compliance with the
minimum stockholder equity requirements. If the Company is not in
compliance with the continued listing standards by Sept. 18, 2017,
or if it does not make progress consistent with the plan in the
interim, the NYSE Regulation staff may initiate delisting
proceedings as appropriate.
About Houston American Energy Corp.
Based in Houston, Texas, Houston American Energy Corp.
(NYSEMKT:HUSA) -- http://www.HoustonAmericanEnergy.com/-- is an
independent energy company with interests in oil and natural gas
wells, minerals and prospects. The Company's business strategy
includes a property mix of producing and non-producing assets with
a focus on Texas, Louisiana and
Colombia.
As of Sept. 30, 2016, Houston American had $4.30 million in total
assets, $45,176 in total liabilities and $4.25 million in total
shareholders' equity.
Houston American reported a net loss of $3.83 million for the year
ended Dec. 31, 2015, compared to a net loss of $4.35 million for
the year ended Dec. 31, 2014.
GBH CPAs, PC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
losses from operations, which raises substantial doubt about its
ability to continue as a going concern.
IAMGOLD CORP: Moody's Rates New $500MM Sr. Subordinated Notes 'B3'
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to IAMGOLD Corp.
(IAG)'s new $500 million guaranteed senior subordinated notes due
2025. Proceeds will be used to fund the redemption of the $489
million outstanding of its 6.75% guaranteed senior subordinated
notes due 2020. The company's B2 Corporate Family Rating (CFR),
B2-PD Probability of Default Rating and SGL-1 Speculative Grade
Liquidity Rating remain unchanged. The ratings outlook remains
positive.
Assignment:
$500 Million Subordinated Notes due 2025 at B3 (LGD4)
RATINGS RATIONALE
IAMGOLD Corp. (IAG)'s B2 CFR is driven by the company's elevated
geopolitical risks and dependence on its Rosebel gold mine in
Suriname, Government of (B1 stable) and Essakane gold mine in
Burkina Faso (unrated) for most of its cash flows, coupled with
very good liquidity, low leverage and exposure to gold price
volatility. In addition, the rating reflects increasing rock
hardness at both the Rosebel and Essakane mines, which could result
in higher costs compared to 2016, as well as the execution risk of
increasing production at its Westwood mine in Canada following the
mining-based seismic event which derailed the mine's original 2015
ramp up.
The positive outlook reflects Moody's expectations that the company
will generate positive free cash flow in 2017, and higher
production from Westwood, will result in a further strengthening of
the company's credit metrics.
IAMGOLD Corp. (IAG) has very good liquidity (SGL-1). The company
had $652 million in cash and cash equivalents at year end as well
as a $250 million committed facility (matures 2020) which largely
is undrawn. Additionally Moody's expects the company to generate
positive free cash flow over the next 18 months on continued
stronger gold prices and increased production from Westwood.
IAMGOLD Corp. (IAG)'s facility includes financial covenants
including net debt to EBITDA, tangible net worth, interest coverage
and minimum liquidity of which Moody's believes IAMGOLD Corp. (IAG)
will remain comfortably in compliance.
The CFR could be upgraded to B1 if IAMGOLD Corp. (IAG) is able to
maintain total cash costs per ounce (revenue less adjusted EBITDA
divided by production), despite hard rock challenges, near $800/oz
($845/oz for 2016), and its Westwood mine demonstrates its ability
to maintain production at levels of 100,000 oz/yr (65,000 oz/yr in
2016). Additionally leverage must be maintained below 2.5x (1.6x at
Q4/2016).
The CFR could be downgraded to B3 if IAMGOLD Corp. (IAG)'s total
cash costs escalate above $950/oz without a higher gold price, if
Moody's expects the company's adjusted debt/EBITDA to be sustained
above 5x (1.6x at Q4/2016), or should Moody's believes the
company's liquidity position would materially contract.
Headquartered in Toronto, Canada, IAMGOLD Corp. (IAG) owns and
operates three gold mines: Rosebel (95% owned,~296koz of
attributable gold production in 2016) in Suriname, Essakane (90%,
377koz) in Burkina Faso, and Westwood (100%, 65koz) in Canada. The
company also owns 41% of a joint venture (Sadiola, 70koz) in Mali.
The principal methodology used in this rating was Global Mining
Industry published in August 2014.
INTEGRATED DEVICE: S&P Assigns 'BB-' CCR & Rates $200MM Loan 'BB'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' corporate credit rating to
San Jose, Calif.-based Integrated Device Technology Inc. (IDT). The
outlook is stable.
At the same time, S&P assigned its 'BB' issue-level rating to the
company's proposed $200 million senior secured term loan B. The
'2' recovery rating indicates S&P's expectation of substantial
(70%-90%; rounded estimate 75%) recovery in the event of a payment
default.
S&P also assigned its 'B+' issue-level rating to the company's
existing $373 million unsecured convertible debt. The '5' recovery
rating indicates S&P's expectation of modest (10%-30%; rounded
estimate 10%) recovery in the event of a payment default.
"The rating on IDT reflects the company's small overall revenue and
EBITDA scale, strong competitors in its end-market segments,
customer concentration, and high volatility in its historical
performance," said S&P Global Ratings credit analyst Minesh
Shilotri.
These factors are partially offset by IDT's strong market positions
in certain niche mixed-signal semiconductor segments, above-average
EBITDA margins as compared with semiconductor peers and healthy
free cash flow generation. The ratings also reflect IDT's pro
forma leverage (following the GigPeak acquisition) in the mid-2x
area.
The stable outlook reflects S&P's expectation that IDT will
successfully integrate the GigPeak acquisition and generate revenue
growth and stable profitability in the near term.
INTERNATIONAL SHIPHOLDING: Court Confirms Plan of Reorganization
----------------------------------------------------------------
International Shipholding Corporation on March 6, 2017, disclosed
that it completed an important step towards emergence from
bankruptcy with the confirmation of its chapter 11 plan of
reorganization ()Plan") by the U.S. Bankruptcy Court for the
Southern District of New York. Confirmation of the Plan paves the
way for the Company to emerge from bankruptcy in a financially
strengthened position under the new ownership of SEACOR Ocean
Transport Inc., a wholly owned subsidiary of SEACOR Holdings Inc.
("SEACOR"). The Plan is expected to become effective in Q2 2017
once certain government approvals and authorizations are in place.
"International Shipholding is pleased that the plan of
reorganization has been confirmed and we are moving towards a
successful completion," said Company President and CEO, Erik L.
Johnsen. "The Company worked with our secured lenders, SEACOR, our
labor unions, the unsecured creditors committee, and other
interested parties to obtain the consensual confirmation of the
plan of reorganization, and we look forward to continuing
operations under the ownership of SEACOR."
The Plan provides for, among other things, (i) the issuance of new
equity in the reorganized Company to SEACOR in exchange for a $10.5
million cash infusion from SEACOR and the conversion of $18.1
million in outstanding debtor-in-possession financing claims to
equity, (ii) $25 million in a new senior debt exit facility, a
substantial majority of which will be used to satisfy creditor
claims under the Plan, (iii) the purchase and transfer by the
Company of two leased pure car/truck carrier vessels, together with
the transfer of additional pure car/truck carrier vessels currently
owned by the Company, to NYK Group Americas Inc. (or its nominee),
(iv) the sale of certain vessels not being transferred to SEACOR,
and (v) assumption of certain of the Company's key pre-petition
contracts. The Plan also reflects a settlement reached between the
unsecured creditors committee and the Company with respect to the
treatment of the general unsecured claims allowed under the Plan.
As part of the settlement, in addition to substantial payments made
to unsecured creditors in accordance with various court orders, a
trust will be formed for the benefit of certain general unsecured
creditors to be funded with $3.0 million of cash and certain causes
of action. The Plan does not provide for a distribution to the
preferred or common shareholders of the Company.
With the overwhelming support of those classes of creditors
entitled to vote on the Plan, the Company expects that the terms of
the Plan will enable the Company to emerge from bankruptcy with a
highly
de-levered capital structure and new partnerships that will
position it for long-term success.
Additional information about the Company's restructuring and the
Plan may be obtained by visiting https://cases.primeclerk.com/ish
About International Shipholding
International Shipholding Corp. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-12220) on July 31, 2016. Its affiliated
debtors also filed separate Chapter 11 petitions. The petitions
were signed by Manuel G. Estrada, vice president and chief
financial officer.
International Shipholding Corp. was engaged in waterborne cargo
transportation and maintained a diversified customer base with
emphasis on medium and long term contracts. ISH was founded in 1947
when the Johnsen family purchased a Liberty Ship after the
establishment of the War Ship Act of 1946 and became a public
company in 1979. Through its Debtor and non-Debtor subsidiaries,
International Shipholding now operates a diversified fleet of 21
U.S. and foreign flag vessels that provide domestic and
international maritime transportation services to commercial and
governmental customers primarily under medium to long-term
contracts. As of the Petition Date, International Shipholding
maintained offices in Mobile, Alabama, New Orleans, Louisiana, New
York, New York, and Tampa, Florida, as well as a network of
agencies in major cities worldwide.
ISH, which was formed as a Delaware corporation in 1978 and became
a public company in 1979, is the ultimate corporate parent of the
International Shipholding family of companies. International
Shipholding's fleet is operated by ISH's principal Debtor and
non-Debtor subsidiaries, including Central Gulf Lines, Inc.,
Waterman Steamship Corporation, Enterprise Ship Company, Inc., U.S.
United Ocean Services, LLC, CG Railway, Inc., LCI Shipholdings,
Inc., Sulphur Carriers, Inc., and East Gulf
Shipholding, Inc. Certain other of ISH's Debtor subsidiaries,
including LMS Shipmanagement, Inc. and N. W. Johnsen & Co., Inc.,
provide ship management, ship charter brokerage, agency and other
specialized services. C.G. Railway Inc., Cape Holding LTD, Dry Bulk
Cape Holding, Inc., East Gulf Shipholding, Inc., MPV Netherlands
C.V., MPV Netherlands Cooperatief U.A., MPV Netherlands B.V., Bulk
Shipholding Inc., and Terminales Transgolfo S.A. de C.V. are not
debtors in these Chapter 11 cases.
The Debtors are represented by David H. Botter, Esq., Sarah Link
Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss
Hauer & Feld LLP. The Debtors' Restructuring Advisor is Blackhill
Partners, LLC. Their Claims, Noticing & Balloting Agent is Prime
Clerk LLC.
The Debtors disclosed total assets at $305.1 million and total
debts at $226.8 million as of March 31, 2016.
William K. Harrington, the U.S. Trustee for the Southern District
of New York, on Sept. 1, 2016, appointed three creditors to serve
on the official committee of unsecured creditors of International
Shipholding Corporation. The committee hires Pachulski Stang Ziehl
& Jones LLP as counsel, and AMA Capital Partners, LLC as financial
advisor.
On Dec. 28, 2016, the Debtors filed their first amended joint
Chapter 11 plan of reorganization. Class 7 general unsecured
creditors are expected to recover 7% of their claims, according to
the filing.
JOE D'S LOUNGE: Case Summary & 2 Unsecured Creditors
----------------------------------------------------
Debtor: Joe D's Lounge, Inc.
13411 Miles Ave
Cleveland, OH 44105
Case No.: 17-11136
Chapter 11 Petition Date: March 6, 2017
Court: United States Bankruptcy Court
Northern District of Ohio (Cleveland)
Judge: Arthur I Harris
Debtor's Counsel: Sam Thomas, III, Esq.
SAM THOMAS III, ESQ
1510 East 191st Street
Euclid, OH 44117
Tel: (216) 357-3300
Fax: 216-357-3700
E-mail: ajones@st3attorney.com
sam@st3attorney.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by James Clopton, owner.
A copy of the Debtor's list of two unsecured creditors is available
for free at http://bankrupt.com/misc/ohnb17-11136.pdf
KB REALTY: Case Summary & 4 Unsecured Creditors
-----------------------------------------------
Debtor: KB Realty LLC
2300 W Sahara Ave. #80D
Las Vegas, NV 89102
Case No.: 17-12606
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: March 5, 2017
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Deborah J. Saltzman
Debtor's Counsel: Dana M Douglas, Esq.
ATTORNEY AT LAW
11024 Balboa Blvd #431
Granada Hills, CA 91344
Tel: 818-360-8295
Fax: 818-360-9852
E-mail: dmddouglas@hotmail.com
dana@danamdouglaslaw.com
Total Assets: $1.61 million
Total Liabilities: $1.15 million
The petition was signed by Kenneth D. Berry, managing member.
A copy of the Debtor's list of four unsecured creditors is
available for free at http://bankrupt.com/misc/cacb17-12606.pdf
KENNETH ARTHURS: U.S. Trustee Directed to Appoint Ch. 11 Examiner
-----------------------------------------------------------------
Judge Jeffrey A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania entered an Order directing the
United State Trustee to appoint a Chapter 11 Examiner for Kenneth
J. Arthurs and Brenda L. Arthurs.
The Order was made pursuant to the January 13, 2017, hearing, when
the Court found that the appointment of an Examiner is in the best
interest of the creditors and the bankruptcy estate.
Based on the Order, the U.S. Trustee will appoint the same Examiner
for the Bankruptcy Case of NCK, INC., a Chapter 11 Debtor in the
Court, with the Case No. 15-70491-JAD.
Kenneth J. Arthurs and Brenda L. Arthurs sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
15-70795) on Nov. 20, 2015. The case is assigned to Judge Jeffery
A. Deller.
The Debtors operate a business known as NCK, Inc., which filed a
Chapter 11 petition (Bankr. W.D. Pa. Case No. 15-70491) on July 9,
2015.
LATITUDE 360: Mark Healy Named Chapter 11 Trustee
-------------------------------------------------
Judge Paul M. Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida entered an Order granting the appointment of
Mark C. Healy as the Chapter 11 Trustee for Latitude 360, Inc.
Judge Glenn further ordered Mark Healy to coordinate with the
United States Trustee as to all the bonding requirements. The Order
also provides that the compensation of the Chapter 11 trustee shall
be allowed by a separate order.
About Latitude 360
Three creditors of Latitude 360, Inc. -- fka Latitude Global, Inc.
and fka Latitude Global Acquisition Corp. -- filed an involuntary
Chapter 11 bankruptcy petition against the Jacksonville, Fla.-based
company (Bankr. M.D. Fla. Case No. 17-00086) on January 10, 2017.
The petitioning creditors are TBF Financial, LLC, which listed a
$68,955 judgment claim; Dex Imaging, Inc., which asserts a $207,291
judgment claim; and N. Robert Elson, Trustee of the N. Robert Elson
Trust of 1996, dated March 18, 1996, which listed a $33,697
judgment claim. The petitioning creditors are represented by
Catrina Humphrey Markwalter, Esq., at Gillis Way & Campbell LLP as
counsel.
At the behest of the petitioning creditors, the Court entered an
order appointing Mark C. Healy as Chapter 11 counsel. The Chapter
11 Trustee has retained Gillis Way & Campbell as counsel; and
Michael Moecker and Associates, Inc. as financial advisors.
LAW-DEN NURSING: Patient Care Ombudsman Files 4th Report
--------------------------------------------------------
Deborah L. Fish, the patient care ombudsman appointed for Law-Den
Nursing Home, Inc., files a Fourth Report with the U.S. Bankruptcy
Court for the Eastern District of Michigan regarding the status of
the Debtor's quality of patient care covering the period from
December 22, 2016 to February 28, 2017.
The PCO reported that the Debtor has maintained all of its services
and is delivering similar quality care to essentially the same
patient population; however, the Debtor has increased its Medicare
residents.
During the visit, the PCO noted that there were no complaints, save
one resident who requested to go to the hospital. The PCO reported
the request to Mr. Todd Johnson, the one who manages the day to day
operation of the facility. Mr. Johnson indicated that he would
follow-up with the resident to explain why he was not being
transported for admission. Mr. Johnson also advised the PCO that
the resident had just returned from the hospital and there was no
medical need for a hospital admission.
Moreover, the PCO confirmed that there were no issues with the
laundry and maintenance departments. Also, the PCO noted that there
have been no changes to security since the last report to the
court. All doors were tested and the doors/alarms were
functioning.
For the facility's supplies, the PCO noted that the administration
has confirmed that the Debtor has maintained its relationship with
its pre-petition suppliers and there have been no interruptions in
service, nor any changes in medical supplies. The nursing staff
reported that they had all supplies needed for the residents.
About Law-Den Nursing Home
Law-Den Nursing Home, Inc., filed a Chapter 11 petition (Bankr.
E.D. Mich. Case No. 16-52058) on August 30, 2016. The petition was
signed by Todd Johnson, administrator. The Debtor is represented by
Clinton J. Hubbell, Esq., at Hubbell Duvall PLLC, in Southfield,
Michigan. The case is assigned to Judge Phillip J. Shefferly. At
the time of its filing, the Debtor estimated assets at $0 to
$50,000 and liabilities at $1 million to $10 million.
The Debtor taps David E. Jerome and the Law Offices of Jerome &
McLean as labor relations counsel, and Michigan Business Advisor as
accountants.
Daniel M. McDermott, United States Trustee for Region 9, submitted
a Notice of Appointment of Patient Care Ombudsman before the
United
States Bankruptcy Court for the Eastern District of Michigan
naming
Deborah L. Fish as the Patient Care Ombudsman in the bankruptcy
case of Law-Den Nursing Home, Inc.
LILY ROBOTICS: Seeks to Hire Goldin Associates, Appoint CRO
-----------------------------------------------------------
Lily Robotics, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Goldin Associates, LLC and
appoint the firm's managing director as chief restructuring
officer.
The services to be provided by Goldin Associates and its managing
director Curtis Solsvig III include:
(a) reviewing and analyzing the Debtor and its financial
results, projections, and operational data;
(b) gaining an understanding of the existing contractual
arrangements and obligations with customers, advisors or
consultants, and suppliers;
(c) assisting the Debtor in the preparation of cash flow
projections and updating those projections as required;
(d) advising the Debtor on the development and implementation
of a turnaround and restructuring plan;
(e) assisting the Debtor in managing key constituents,
including communications and meetings with, and requests
for information made by creditor constituents;
(f) overseeing the customer pre-order refund process;
(g) providing expert testimony, if required and permitted.
The monthly rates and hourly billing rates for Goldin professionals
who will be providing the services are:
Curtis Solsvig III $40,000/month
Sr. Managing Director/Sr. Advisor $900 - $950/hour
Managing Director/Sr. Consultant $700 - $900/hour
Director $600 - $700/hour
Vice-President/Consultant $500 - $600/hour
Associate $350 - $500/hour
Analyst $300 - $350/hour
In a court filing, Mr. Solsvig disclosed that his firm does not
have any interest adverse to the interests of the Debtor's
bankruptcy estate, creditors or equity security holders.
The firm can be reached through:
Curtis G. Solsvig III
Goldin Associates, LLC
350 Fifth Avenue
The Empire State Building
New York, NY 10118
Tel: 212-593-2255
Fax: 212-888-2841
About Lily Robotics
Based in Atherton, California, Lily Robotics, Inc. develops a
throw-and-shoot camera that captures pictures and videos from the
skies. Its camera flies and uses GPS and computer vision to follow
user's adventure activities. The company sells its products
through its Website internationally.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 17-10426) on Feb. 27, 2017, listing $32.99 million in
total assets as of Dec. 31, 2016, and $37.53 million in total
liabilities as of Dec. 31, 2016. The petition was signed by
Spencer L. Wells, director.
Judge Kevin J. Carey presides over the case.
Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Marcy J.
McLaughlin, Esq., at Morris, Nichols, Arsht & Tunnell LLP; Laura
Metzger, Esq., and Jennifer Asher, Esq., and Douglas S. Mintz,
Esq., at Orrick Herrington & Sutcliffe LLP serve as the Debtor's
bankruptcy counsel.
LILY ROBOTICS: Seeks to Hire Prime Clerk as Claims Agent
--------------------------------------------------------
Lily Robotics, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Prime Clerk LLC as its claims
and noticing agent.
The services to be provided by the firm include overseeing the
distribution of notices, and the processing and docketing of proofs
of claim filed in the Debtor's Chapter 11 case.
The hourly rates charged by the firm are:
Analyst $30 - $50
Technology Consultant $35 - $95
Consultant/Senior Consultant $65 - $165
Director $175 - $195
COO/Executive Vice-President No charge
Solicitation Consultant $190
Director of Solicitation $210
Michael Frishberg, co-president and chief operating officer of
Prime Clerk, disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
Prime Clerk can be reached through:
Michael J. Frishberg
Prime Clerk LLC
830 3rd Avenue, 9th Floor
New York, NY 10022
Phone: (212) 257-5450
About Lily Robotics
Based in Atherton, California, Lily Robotics, Inc. develops a
throw-and-shoot camera that captures pictures and videos from the
skies. Its camera flies and uses GPS and computer vision to follow
user's adventure activities. The company sells its products
through its Website internationally.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 17-10426) on Feb. 27, 2017, listing $32.99 million in
total assets as of Dec. 31, 2016, and $37.53 million in total
liabilities as of Dec. 31, 2016. The petition was signed by
Spencer L. Wells, director.
Judge Kevin J. Carey presides over the case.
Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Marcy J.
McLaughlin, Esq., at Morris, Nichols, Arsht & Tunnell LLP; Laura
Metzger, Esq., and Jennifer Asher, Esq., and Douglas S. Mintz,
Esq., at Orrick Herrington & Sutcliffe LLP serve as the Debtor's
bankruptcy counsel.
LINN ENERGY: Post-Emergence Transactions Disclosed
--------------------------------------------------
Linn Energy, Inc., the successor issuer to debtor Linn Energy, LLC,
disclosed in a regulatory filing with the Securities and Exchange
Commissions certain transactions undertaken pursuant to the
Debtors' confirmed Chapter 11 Plan.
(A) Exit Facility with Wells Fargo
Among others, on the Effective Date, pursuant to the terms of the
Plan, Linn Energy Holdco II LLC, as borrower, entered into a Credit
Agreement with the lenders party thereto and Wells Fargo Bank,
National Association, as administrative agent, providing for a new
reserve-based revolving loan with up to $1.4 billion in borrowing
commitments and a new term loan in an original principal amount of
$300 million.
The initial borrowing base in respect of the Revolving Loan is $1.4
billion and there are no scheduled borrowing base redeterminations
until April 1, 2018. After such time and until August 28, 2020, any
scheduled redetermination of the borrowing base resulting in a
decrease of the borrowing base will cause the borrowing base to be
allocated into a conforming Revolving Loan tranche and a
non-conforming Revolving Loan tranche that, in the aggregate, equal
$1.4 billion. As of the Effective Date, approximately $600.0
million in borrowings and approximately $7.4 million in undrawn
letters of credit are outstanding under the Revolving Loan.
The outstanding borrowings under the Revolving Loan bear interest
at a rate equal to a customary London interbank offered rate plus
an applicable margin of (a) 3.50% per annum in the case of the
conforming Revolving Loan tranche and (b) 5.50% per annum in the
case of the non-conforming Revolving Loan tranche. The Revolving
Loan is not subject to amortization. The conforming Revolving Loan
tranche matures on February 28, 2021 and the non-conforming
Revolving Loan tranche matures on August 28, 2020.
The Term Loan bears interest at a customary London interbank
offered rate plus 7.50% per annum, amortized quarterly. The Term
Loan matures on February 27, 2021. Holdco II has the right to
prepay any borrowings under the Credit Agreement at any time
without a prepayment penalty, other than customary "breakage" costs
with respect to eurocurrency loans.
The obligations under the Credit Agreement are guaranteed by Linn
Energy, Inc., Linn Energy Holdco LLC ("Holdco") and Holdco II's
subsidiaries, subject to customary exceptions. On the Effective
Date, Holdco II and Grantors entered into a Pledge Agreement and a
Security Agreement in favor of Wells Fargo Bank, National
Association, as administrative agent for the benefit of the secured
parties, pursuant to which the obligations of the Grantors under
the Credit Agreement were secured by liens on substantially all
personal property of the Grantors, subject to customary exceptions.
In connection with emergence from restructuring, the Grantors'
existing pre-petition mortgages were reaffirmed. Within 30 days of
closing the Credit Agreement, the Grantors are required to execute
certain amended and restated mortgages and certain additional
mortgages in order to achieve collateral coverage of no less than
95% of the total value of the proved reserves of the oil and gas
properties of the Grantors, and certain equipment and facilities
associated therewith, as required under the terms of the Credit
Agreement.
The Credit Agreement requires New Linn to maintain (i) an asset
coverage ratio of at least 1.10 to 1.00, tested on (a) the date of
each scheduled borrowing base redetermination commencing with the
first scheduled borrowing base redetermination and (b) the date of
each additional borrowing base redetermination in conjunction with
an asset sale and (ii) a maximum total net debt to LTM EBITDAX
ratio initially of no more than 6.75 to 1.00 from the period of
March 31, 2018 through December 31, 2018, 6.50 to 1.00 from the
period of March 31, 2019 through March 31, 2020, and 4.50 to 1.00
and from June 30, 2020 and thereafter, in each case, measured as of
the last of each fiscal quarter.
The Credit Agreement also contains customary affirmative and
negative covenants, including as to compliance with laws (including
environmental laws, ERISA and anti-corruption laws), maintenance of
required insurance, delivery of quarterly and annual financial
statements, oil and gas engineering reports and budgets,
maintenance and operation of property (including oil and gas
properties), restrictions on the incurrence of liens and
indebtedness, mergers, consolidations and sales of assets,
transactions with affiliates and other customary covenants.
The Credit Agreement contains customary events of default and
remedies for credit facilities of this nature. If Holdco II does
not comply with the financial and other covenants in the Credit
Agreement, the lenders may, subject to customary cure rights,
require immediate payment of all amounts outstanding under the
Credit Agreement.
A copy of the Credit Agreement with Wells Fargo Bank, National
Association, as administrative agent, and the lenders party hereto
from time to time; and sole book runner and sole lead arranger
Wells Fargo Securities, LLC, is available at https://is.gd/yxVOeC
(B) Registration Rights Agreement
On the Effective Date, in accordance with the Plan and the Backstop
Commitment Agreement, dated October 25, 2016, New Linn entered into
a Registration Rights Agreement with the recipients of shares of
its Class A common stock, par value $0.001 per share distributed on
the Effective Date that (i) are party to the Backstop Commitment
Agreement (including certain affiliates and related funds) or (ii)
own at least 10% of New Common Stock or that are otherwise
reasonably determined to be an affiliate of New Linn.
The Registration Rights Agreement requires New Linn to file a shelf
registration statement within 60 calendar days following the
Effective Date that includes the Registrable Securities whose
inclusion has been timely requested, provided, however, that New
Linn is not required to file or cause to be declared effective an
Initial Shelf Registration Statement unless the request from
Registration Rights Holders amounts to at least 20% of all
Registrable Securities. The Registration Rights Agreement also
provides the Registration Rights Holders the ability to demand
registrations or underwritten shelf takedowns subject to certain
requirements and exceptions.
In addition, if New Linn proposes to register shares of New Common
Stock in certain circumstances, the Registration Rights Holders
will have certain "piggyback" registration rights, subject to
restrictions set forth in the Registration Rights Agreement, to
include their shares of New Common Stock in the registration
statement.
The Registration Rights Agreement also provides that (a) for so
long as New Linn is subject to the requirements to publicly file
information or reports with the Commission pursuant to Section 13
or 15(d) of the Exchange Act, New Linn will use best efforts to
timely file all information and reports with the Commission and
comply with all such requirements, and (b) if New Linn is not
subject to the requirements of Section 13 or 15(d) of the Exchange
Act, make available information necessary to comply with Section
4(a)(7) of the Securities Act of 1933, as amended (the "Securities
Act") and Rule 144 and Rule 144A, if available with respect to
resales of the Registrable Securities under the Securities Act, at
all times, all to the extent required from time to time to enable
such Registration Rights Holder to sell Registrable Securities
without registration under the Securities Act.
A copy of the Registration Rights Agreement is available at
https://is.gd/4Vfhao
(C) 2017 Omnibus Incentive Plan
As provided in the Plan, the Company implemented the 2017 Omnibus
Incentive Plan, pursuant to which employees and consultants of the
Company and its affiliates are eligible to receive stock options,
restricted stock, performance awards, other stock-based awards, and
other cash-based awards.
The Company's Board of Directors or any committee duly authorized
by the Board will administer the Omnibus Incentive Plan. The
Committee has broad authority under the Omnibus Incentive Plan to,
among other things: (i) select participants; (ii) determine the
types of awards that participants are to receive and the number of
shares that are to be subject to such awards; and (iii) establish
the terms and conditions of awards, including the price (if any) to
be paid for the shares or the award. As of the Effective Date, an
aggregate of 6,444,381 shares of New Common Stock are reserved for
issuance under the Omnibus Incentive Plan.
Additional shares of New Common Stock may be issued in excess of
the Share Reserve for the sole purpose of satisfying any conversion
of Class B Units or Class A-2 Units, as applicable, into shares of
New Common Stock pursuant to the Limited Liability Company
Operating Agreement of the Company's subsidiary, Holdco, and the
conversion procedures set forth therein. If any stock option or
other stock-based award granted under the Omnibus Incentive Plan
expires, terminates or is canceled for any reason without having
been exercised in full, the number of shares of New Common Stock
underlying any unexercised award shall again be available for the
purpose of awards under the Omnibus Incentive Plan. If any shares
of restricted stock, performance awards or other stock-based awards
denominated in shares of New Common Stock awarded under the Omnibus
Incentive Plan are forfeited for any reason, the number of
forfeited shares shall again be available for purposes of awards
under the Omnibus Incentive Plan. Any award under the Omnibus
Incentive Plan settled in cash shall not be counted against the
maximum share limitation. As is customary in incentive plans of
this nature, each share limit and the number and kind of shares
available under the Omnibus Incentive Plan and any outstanding
awards, as well as the exercise or purchase prices of awards, and
performance targets under certain types of performance-based
awards, are subject to adjustment in the event of certain
reorganizations, mergers, combinations, recapitalizations, stock
splits, stock dividends or other similar events that change the
number or kind of shares outstanding, and extraordinary dividends
or distributions of property to the Company's stockholders.
Thirty-eight and forty-six one hundredths of a percent (38.46%) of
the Share Reserve (the "Emergence Pool") must be granted, as of the
Effective Date, in the form of
restricted stock units ("RSUs"), to (i) the Company's President and
Chief Executive Officer, Mark E. Ellis (24.00% of the Emergence
Pool), Executive Vice President and Chief Financial Officer, David
B. Rottino (10.20% of the Emergence Pool), Executive Vice President
and Chief Operating Officer, Arden L. Walker, Jr. (10.20% of the
Emergence Pool), and three Senior Vice Presidents (collectively
receiving 15.60% of the Emergence Pool), all of whom received their
grants on the Effective Date, and (ii) eight of the Company's Vice
Presidents and twenty-two of the Company's Managers and Directors
(the remaining 40.00% of the Emergence Pool) (all such RSU awards,
the "Emergence Awards"), all of whom will receive grants within the
ten days immediately following the Effective Date. All of the
Emergence Awards were made and will be made, respectively, pursuant
to the corresponding forms of award agreement attached as exhibits
to the Omnibus Incentive Plan.
The portion of the Share Reserve that does not constitute the
Emergence Awards, plus any subsequent awards forfeited before
vesting, will be fully granted within the 36-month period
immediately following the Effective Date (with such 36-month
anniversary, the "Final Allocation Date"), as determined by the
Committee in a manner consistent with the then prevailing practices
of publicly traded E&P companies. If a "Change in Control" (as
defined in the Omnibus Incentive Plan) occurs before the Final
Allocation Date, the Company will allocate the entire remaining
Share Reserve on a fully-vested basis to actively employed
employees (pro-rata based upon each such employee's relative
awards) upon the consummation of the Change in Control.
Upon a participant's termination of employment and/or service (as
applicable), the Company has the right (but not the obligation) to
repurchase all or any portion of the shares of New Common Stock
acquired pursuant to an award at a price equal to the fair market
value (as determined under the Omnibus Incentive Plan) of the
shares of New Common Stock to be repurchased, measured as of the
date of the Company's repurchase notice.
New LINN on Feb. 28 filed a Form S-8 with the Securities and
Exchange Commission to register 9,914,432 shares of Common stock to
be issued under the Omnibus Incentive Plan. A copy of the Form S-8
filing is available at https://is.gd/753YW1
(D) Membership Interest Purchase Agreement
Pursuant to the terms of the Plan, on the Effective Date, LINN
transferred all of its assets, including equity interests in its
subsidiaries, other than Linn Acquisition Company, LLC ("LAC") and
Berry Petroleum Company, LLC ("Berry"), to Holdco II, a newly
formed subsidiary of LINN and the borrower under the Credit
Agreement in exchange for 100% of the equity of HoldCo II and the
issuance of interests in the Credit Agreement to certain of LINN's
creditors in partial satisfaction of their claims. Immediately
following the Contribution, LINN transferred 100% of the equity
interests in Holdco II to New Linn pursuant to a Membership
Interest Purchase Agreement, dated as of the Effective Date, by and
between Holdco II and New Linn, in exchange for approximately $530
million in cash and an amount of equity securities in New Linn not
to exceed 49.90% of the outstanding equity interests of New Linn
(the "Disposition"), which LINN distributed to certain of its
creditors in satisfaction of their claims.
A copy of the Membership Interest Purchase Agreement is available
at https://is.gd/Ib5vDv
(E) Transition Services and Separation Agreement
On the Effective Date and pursuant to the Plan and the Berry Plan,
the LINN Debtors and Berry entered into a Transition Services and
Separation Agreement (the "TSSA").
Pursuant to the TSSA, among other things: (i) LINN (as defined in
the TSSA) and its affiliates will continue to provide, or cause to
be provided, certain administrative, management, operating, and
other services and support to Berry (the "Transition Services")
during a transitional period following the Effective Date, (ii) the
LINN Debtors and the Berry Debtors (as defined in the Berry Plan)
will separate their previously combined enterprise, and (iii) the
LINN Debtors will transfer certain assets to Berry that relate to
Berry's properties or its business, in each case under the terms
and conditions specified in the TSSA.
Berry will reimburse LINN (as defined in the TSSA) for any and all
reasonable, third-party out-of-pocket costs and expenses without
markup and reasonable and necessary travel expenses actually
incurred by LINN (as defined in the TSSA), to the extent
documented, in connection with providing the Transition Services.
Additionally, Berry will pay to LINN (as defined in the TSSA) a
management fee equal to $6,000,000 per month (prorated for partial
months) during the period from the Effective Date through the date
that is the last day of the second full calendar month after the
Effective Date (the "Transition Period") and $2,700,000 per month
(prorated for partial months) from the first day following the
Transition Period through the date that is the last day of the
second full calendar month thereafter (the "Accounting Period"),
and the scope of the Transition Services provided during the
Accounting Period will be reduced to certain accounting and
administrative functions.
LINN (as defined in the TSSA) will provide the Transition Services
until the earlier of (i) the end of the Accounting Period or (ii)
the date the TSSA is terminated in accordance with its terms. Berry
has a one-time option to extend the Transition Period for one
additional calendar month by providing written notice to LINN (as
defined in the TSSA) at least 15 days prior to the end of the
Transition Period.
A copy of the TSSA is available at https://is.gd/dqlrJp
(F) Joint Operating Agreements
In connection with the TSSA, Berry and Linn Energy Holdings, LLC
("Holdings"), either directly or through an affiliate, have entered
into two Joint Operating Agreements dated as of the Effective Date
governing the joint ownership and operation of certain oil and gas
assets with respect to which Berry and Holdings will continue to
have joint ownership from and after the Effective Date.
Pursuant to the terms and conditions of the Joint Operating
Agreement (based on A.A.P.L. Form 610 - Model Form Operating
Agreement - 1989) covering certain oil and gas assets located in a
specified contract area in Kansas (the "Hugoton JOA"), as such area
is more particularly described on Exhibit A thereto (the "Hugoton
Assets"), Linn Operating, Inc. ("Opco"), as agent for Holdings
(which owns a working interest in the Hugoton Assets), will be the
operator of the Hugoton Assets. Operations to drill new wells or to
rework, sidetrack, deepen, recomplete wells or plug back dry holes
on the Hugoton Assets shall be proposed by the parties and
implemented by Opco, as operator, pursuant to and in accordance
with the terms of the Hugoton JOA. From and after March 31, 2018,
Berry (or its affiliate or a third-party nominee) will have the
right to become operator for all purposes under the Hugoton JOA,
upon notice and, if applicable, certification to Holdings that any
such third-party nominee is reasonably qualified to operate and
develop the Hugoton Assets.
Notwithstanding any other provision of the Hugoton JOA to the
contrary, (i) and upon notice, if Opco or Holdings sells or
transfers all of its interest in the Hugoton Assets and/or all of
its interest in the Hugoton JOA to a third party (a "Linn Exit
Event"), then Berry (or its affiliate) shall automatically become
operator for all purposes under the Hugoton JOA contemporaneously
with such Linn Exit Event; and (ii) if Berry sells or transfers all
of its interest in the Hugoton Assets and/or all of its interest in
the Hugoton JOA to a third party (a "Berry Exit Event"), then
Berry's transferee (or its affiliate) shall automatically become
operator for all purposes under the Hugoton JOA contemporaneously
with such Berry Exit Event.
Pursuant to the terms and conditions of that Joint Operating
Agreement (based on A.A.P.L. Form 610 - Model Form Operating
Agreement - 1989) covering certain oil and gas assets located in a
specified contract area in California (the "Hill JOA"), as such
area is more particularly described on Exhibit A thereto (the "Hill
Assets"), Berry, will be the operator of the Hill Assets. From and
after the Effective Date until May 31, 2018, development of the
Hill Assets shall be in accordance with the Initial Well and
Facility Program attached as Annex I to and made a part of the Hill
JOA. Any subsequent operations on the Hill Assets shall be proposed
as part of, and conducted in accordance with, a Subsequent Well and
Facility Program (as such term is defined in the Hill JOA). The
Hill JOA contains certain restrictions on Holdings' ability to
transfer its interest in the Hill Assets, which provide, among
other things, that (i) Holdings may only sell all, and not part of,
its interest in the Hill JOA and the Hill Assets, (ii) if Holdings
desires to transfer its interest in the Hill Assets to a third
party, Berry has the right to include its interest in any such sale
(or, alternatively, to bid on Holdings' interest) and (iii) Berry
has a limited right of first refusal to purchase Holdings' interest
in the Hill Assets if Holdings desires to transfer its interest to
certain specified transferees. Further, from and after March 31,
2018, Holdings (or its affiliate or a third-party nominee) will
have the right to become operator for all purposes under the Hill
JOA, upon notice and, if applicable, certification to Berry that is
reasonably qualified to operate and develop the Hill Assets.
Notwithstanding any other provision of the Hill JOA to the
contrary, (i) and upon notice, if Holdings sells or transfers all
of its interest in the Hill Assets to a third party (a "Holdings
Exit Event"), then Holdings' transferee shall automatically become
operator for all purposes under the Hill JOA contemporaneously with
such Holdings Exit Event; and (ii) in the event of a Berry Exit
Event, then Holdings (or its affiliate) shall automatically become
operator for all purposes under the Hill JOA contemporaneously with
such Berry Exit Event.
(G) Equity Interests, Debt Securities and Credit Agreement
In accordance with the Plan, each of LINN's units representing
limited liability company interests ("units") outstanding prior to
the Effective Date was cancelled and extinguished, and each of such
units has no further force or effect after the Effective Date.
LINN filed on Feb. 28 filed with the Securities and Exchange
Commission a Form 15 to terminate all filing obligations under
Section 12(g) with respect to both Old Linn's Units extinguished in
accordance with the Plan and any obligation which may exist with
respect to New Linn's Common Stock.
In accordance with the Plan, on the Effective Date, all outstanding
obligations under the following notes issued by LINN and Linn
Energy Finance Corp. -- Unsecured Notes -- and the related
collateral agreements and registration rights, as applicable, were
cancelled and the indentures governing such obligations were
cancelled, except to the limited extent expressly set forth in the
Plan:
* 6.50% senior notes due May 2019, issued by LINN and
Linn Energy Finance Corp. pursuant to that certain
Indenture, dated as of May 13, 2011, by and among LINN
and Linn Energy Finance Corp., as issuers, the
guarantors party thereto, and Wilmington Trust Company,
in its capacity as successor trustee to U.S. Bank
National Association (the "Unsecured Senior Notes
Trustee");
* 6.25% unsecured notes due November 2019, issued by
LINN and Linn Energy Finance Corp. pursuant to the
Indenture, dated as of March 2, 2012, by and among
LINN and Linn Energy Finance Corp., as issuers, the
guarantors party thereto, and the Unsecured Notes
Trustee;
* 8.625% senior notes due 2020, issued by LINN and
Linn Energy Finance Corp. pursuant to that Indenture,
dated as of April 6, 2010, by and among LINN and Linn
Energy Finance Corp., as issuers, the guarantors
party thereto, and the Unsecured Notes Trustee;
* 7.75% senior notes due February 2021, issued by LINN
and Linn Energy Finance Corp. pursuant to that
Indenture, dated as of September 13, 2010, by and
among LINN and Linn Energy Finance Corp., as issuers,
the guarantors party thereto, and the Unsecured Notes
Trustee; and
* 6.50% senior notes due September 2021, issued by LINN
and Linn Energy Finance Corp. pursuant to that
Indenture, dated as of September 9, 2014, by and among
LINN and Linn Energy Finance Corp., as issuers, the
guarantors party thereto, and the Unsecured Notes
Trustee.
In accordance with the Plan, on the Effective Date, all outstanding
obligations under the following notes issued by LINN and Linn
Energy Finance Corp. -- Second Lien Notes -- and the related
collateral agreements and registration rights, as applicable, were
cancelled and the indenture governing such obligations was
cancelled:
* 12.00% senior secured second lien notes issued by LINN
pursuant to that certain indenture, dated November 13, 2015
(the "Second Lien Notes Indenture"), by and among LINN and
Linn Energy Finance Corp., as issuers, and Delaware Trust
Company, as successor trustee and collateral trustee under
the Second Lien Notes Indenture.
In accordance with the Plan, on the Effective Date, all outstanding
obligations under the First Lien Credit Agreement entered into by
LINN and the related collateral agreements were cancelled and the
credit agreement governing such obligations was cancelled:
* the Sixth Amended and Restated Credit Agreement, dated as
of April 24, 2013, by and among LINN, as borrower, Wells
Fargo Bank, National Association, as administrative agent,
and the lenders and agents party thereto, as amended,
modified, or otherwise supplemented from time to time.
On the Effective Date, pursuant to the Plan:
* 17,678,889 shares of New Common Stock were issued pro rata
to holders of the Second Lien Notes with claims allowed
under the Plan;
* 26,724,396 shares of New Common Stock were issued pro
rata to holders of Unsecured Notes with claims allowed
under the Plan;
* 471,110 shares of New Common Stock were issued to
commitment parties under the Backstop Commitment
Agreement in respect of premium due thereunder;
* 2,995,691 shares of New Common Stock were issued to
commitment parties under the Backstop Commitment
Agreement in connection with their backstop obligation
thereunder; and
* 41,359,806 shares of New Common Stock were issued to
participants in the rights offerings extended by the
Company to certain holders of claims arising under the
Second Lien Notes and certain holders of claims arising
under the Unsecured Notes (including, in each case,
certain of the commitment parties party to the Backstop
Commitment Agreement).
With the exception of New Common Stock issued to commitment parties
pursuant to their obligations under the Backstop Commitment
Agreement, New Common Stock will be issued under the Plan pursuant
to an exemption from the registration requirements of the
Securities Act under Section 1145 of the Bankruptcy Code. New
Common Stock issued to commitment parties pursuant to their
obligations under the Backstop Commitment Agreement will be issued
under the exemption from registration requirements of the
Securities Act provided by Section 4(a)(2) thereof.
As of the Effective Date, there were 91,708,500 shares of New
Common Stock issued and outstanding.
On Feb. 24, Old LINN filed with the SEC a Post-Effective Amendment
No. 1 relating to the Registration Statement on Form S-3
(Registration Nos. 333-202217 and 333-202217-01) originally filed
on February 20, 2015 by LINN Energy, LLC and LinnCo, LLC,
registering units representing limited liability company interests
of the Company and common shares representing limited liability
company interests of LinnCo. On March 15, 2016, LinnCo had
requested to withdraw the Registration Statement on Registration
No. 333-202217, effective immediately. A copy of the POSASR is
available at https://is.gd/MzfylO
Old LINN also filed Post-Effective Amendment No. 1 relating to
these Registration Statements on Form S-8:
* Registration Statement No. 333-131153, filed on
January 19, 2006, registering an aggregate of 3,900,000
units representing limited liability company interests
under the Linn Energy, LLC Long-Term Incentive Plan.
See https://is.gd/HpfD1d
* Registration Statement No. 333-151610, filed on
June 12, 2008, registering 8,300,000 Units under the
Amended and Restated Linn Energy, LLC Long-Term
Incentive Plan.
See https://is.gd/XO3wS8
* Registration Statement No. 333-193392, filed on
January 16, 2014, registering 8,800,000 Units under
the Linn Energy, LLC Amended and Restated Long-Term
Incentive Plan.
See https://is.gd/GOnXQT
(H) New Management
On the Effective Date, by operation of the Plan, the following
persons ceased to serve as directors of LINN:
-- Michael C. Linn,
-- David D. Dunlap,
-- Stephen J. Hadden,
-- Joseph P. McCoy and
-- Jeffrey C. Swoveland.
On the Effective Date, by operation of the Plan, the Board will
consist of seven members consisting of one class with terms
expiring at the annual meeting of stockholders.
-- Mark E. Ellis is New Linn's President and Chief
Executive Officer in addition to serving on the Board. Mr. Ellis
previously served in several management level roles at LINN,
including as Chairman, President and Chief Executive Officer from
December 2011 until the Effective Date, as President, Chief
Executive Officer and on the Board from January 2010 to December
2011 and as President and Chief Operating Officer from December
2007 to January 2010. Before joining LINN, Mr. Ellis served as
President of the Lower 48 for ConocoPhillips. Prior to joining
ConocoPhillips, he served as Senior Vice President of North
American Production for Burlington Resources. He first joined
Burlington Resources in 1985 and served in roles of increasing
responsibility, including President of Burlington Resources Canada
Ltd. in Calgary, Vice President and Chief Engineer, Vice President
of the San Juan Division, and Manager of Acquisitions. He began his
career at The Superior Oil Company, where he served in several
engineering positions in the onshore and offshore divisions. Mr.
Ellis holds a bachelor's degree in petroleum engineering from Texas
A&M University. Mr. Ellis serves on the boards of the American
Exploration & Production Council, the Independent Petroleum
Association of America and the Houston Museum of Natural Science.
Mr. Ellis is a member of the Society of Petroleum Engineers. Mr.
Ellis is a past board member of the National Petroleum Council, New
Mexico Oil & Gas Association and previously served on the Board of
Governors of the Canadian Association of Petroleum Producers.
-- David B. Rottino is New Linn's Executive Vice President
and Chief Financial Officer in addition to serving on the Board.
Mr. Rottino previously served in several management level roles at
LINN, including Executive Vice President, Business Development and
Chief Accounting Officer from January 2014 to August 2015, as
Senior Vice President of Finance, Business Development and Chief
Accounting Officer from July 2010 to January 2014, and as Senior
Vice President and Chief Accounting Officer from June 2008 to July
2010. Prior to joining LINN in June 2008, he was previously
employed at El Paso Energy, ConocoPhillips and Burlington Resources
in various finance, accounting and strategic planning roles. He
earned a bachelor's in BBA from Texas Tech University and an MBA
from Texas Christian University.
-- Evan Lederman became a director of New Linn on the
Effective Date. Mr. Lederman is a Managing Director and Co-Head of
Restructuring at Fir Tree Partners, which he joined in February
2011. Prior to joining Fir Tree, Mr. Lederman worked in the
Business Finance and Restructuring groups at Weil, Gotshal & Manges
LLP and Cravath, Swaine & Moore LLP. Mr. Lederman is currently a
member of the board, in his capacity as a Fir Tree employee, of New
Emerald Energy LLC. Mr. Lederman received a J.D. degree with honors
from New York University School of Law and a B.A., magna cum laude,
from New York University.
Matthew Bonanno became a director of New Linn on the Effective
Date. Mr. Bonanno joined York Capital Management in July 2010 and
is a Partner of the firm. Mr. Bonanno joined York from the
Blackstone Group where he worked as an Associate focusing on
restructuring, recapitalization and reorganization transactions.
Prior to joining the Blackstone Group, Mr.Bonanno worked on
financing and strategic transactions at News Corporation and as an
Investment Banker at JP Morgan and Goldman Sachs. Mr. Bonanno is
currently a member of the board of directors, in his capacity as a
York employee, of Rever Offshore AS, all entities incorporated
pursuant to York's partnership with Costamare Inc. and Augustea
Bunge Maritime, Next Decade LLC and Vantage Drilling Co. Mr.
Bonanno received a B.A. in History from Georgetown University and
an MBA in Finance from The Wharton School of the University of
Pennsylvania.
-- Kevin Mahony became a director of New Linn on the
Effective Date. Mr. Mahony is a Principal at Centerbridge Partners,
which he joined in July 2014. Prior to joining Centerbridge, Mr.
Mahony was an Associate at Oaktree Capital Management in its Global
Principal Group and an investment banking Analyst at Lazard in its
Restructuring Group. Mr. Mahony is currently a member of the board
of directors, in his capacity as a Centerbridge employee, of Genco
Shipping & Trading Limited (NYSE: GNK). Mr. Mahony graduated with
honors from the University of Virginia with a B.S. in Commerce with
concentrations in finance, management and a track in
entrepreneurship, and a B.A. in Art History.
-- Andrew Taylor became a director of New Linn on the
Effective Date. Mr. Taylor is a member of the investment team of
Elliott Management Corporation, a New York-based trading firm. Mr.
Taylor is responsible for various corporate investments. Prior to
joining Elliott in 2015, Mr. Taylor held similar positions in
BlackRock's Distressed Products Group, R3 Capital Partners, and the
Global Principal Strategies team at Lehman Brothers. Mr. Taylor
earned a B.S. degree in mechanical engineering from Rose-Hulman
Institute of Technology in 1999, and an MBA degree, with honors,
from the University of Chicago Booth School of Business in 2006.
Phil Brown became a director of New Linn on the Effective Date. Mr.
Brown joined P. Schoenfeld Asset Management ("PSAM") in 2009 and is
a Partner of the firm, where he focuses on credit-oriented
investments across various industries. Prior to joining PSAM, Mr.
Brown held positions at Sun Capital Partners, Inc., an
operationally-focused private equity firm, and Buckeye Capital
Partners, an event-driven hedge fund. Mr. Brown began his career as
an investment banking analyst at Wasserstein Perella & Co. Mr.
Brown graduated from Georgetown University in 1999 with degrees in
economics and history.
As of the Effective Date, New Linn entered into indemnity
agreements with each of its directors and executive officers. The
indemnity agreements require New Linn to (i) indemnify these
individuals to the fullest extent permitted under Delaware law
against liabilities that may arise by reason of their service to
New Linn and (ii) advance expenses reasonably incurred as a result
of any proceeding against them as to which they could be
indemnified. The indemnity agreements replaced previously entered
indemnity agreements between LINN and its directors and executive
officers. New Linn may enter into indemnity agreements with any
future directors or executive officers.
(I) Executive Officers
On the Effective Date, the executive officers of New Linn will
consist of these existing executive officers:
-- Mark E. Ellis, President and Chief Executive Officer;
-- David B. Rottino, Executive Vice President and Chief
Financial Officer;
-- Arden L. Walker, Jr., Executive Vice President and
Chief Operating Officer;
-- Jamin B. McNeil, Senior Vice President - Houston
Division Operations;
-- Thomas E. Emmons, Senior Vice President - Corporate
Services; and
-- Candice J. Wells, Senior Vice President, General
Counsel and Corporate Secretary.
(J) Management Executive Employment Agreements
On and effective as of February 28, 2017, New Linn entered into
second amended and restated employment agreements with Mark E.
Ellis and Arden L. Walker, Jr., a third amended and restated
employment agreement with David B. Rottino and employment
agreements with Jamin B. McNeil, Thomas E. Emmons and Candice J.
Wells.
-- Mr. Ellis' Second Amended and Restated Employment
Agreement. Mr. Ellis' second amended and restated employment
agreement (the "Ellis Agreement") is substantially the same as his
first amended and restated employment agreement, as further
amended, except as disclosed herein. The Ellis Agreement reflects
Mr. Ellis' current base salary of $900,000 and current target bonus
of 115% of base salary and modifies Mr. Ellis' definition of "good
reason," for a termination of employment that is not within the six
months preceding or the two years following a "change of control"
of New Linn (a "Change of Control"), to include a reduction in his
then current target bonus percentage.
The Ellis Agreement amends Mr. Ellis' cash severance, payable upon
a termination of employment by New Linn without "cause" or by Mr.
Ellis for "good reason," in each case, that does not occur within
the six months preceding or the two years following a Change of
Control, to two times the sum of (i) his base salary at the highest
rate in effect at any time during the 36-month period immediately
preceding the employment termination date, plus (ii) his target
bonus for the year in which his termination occurs.
Although Mr. Ellis remains entitled to accelerated vesting of all
of his outstanding and unvested long-term incentive awards upon a
termination of employment due to his death or "disability," by New
Linn without "cause" or by Mr. Ellis for "good reason" (as each
term is defined in the Ellis Agreement), any unvested appreciation
profits interests, issued under Holdco Incentive Interest Plan,
will only vest to the extent the applicable performance condition
is satisfied (A) as of the employment termination date, or (B)
within (x) the six months following the employment termination
date, if the employment termination date occurs prior to the first
anniversary of the Effective Date, or (y) 120 days following the
employment termination date, if the employment termination date
occurs after the first anniversary of the Effective Date.
The Ellis Agreement eliminates the gross-up for any taxes,
penalties or interest due as a result of the application of
Sections 280G and 4999 of the Internal Revenue Code (the "Code")
and instead provides for a Code Section 280G "best-net" cutback,
which would cause an automatic reduction in Mr. Ellis' Change of
Control severance payments and benefits in the event such reduction
would result in Mr. Ellis receiving greater payments and benefits
on an after-tax basis. The Ellis Agreement also eliminates the
gross-up for any taxes, penalties or interest due as a result of a
violation of Section 409A of the Code.
-- Mr. Rottino's Third Amended and Restated Employment
Agreement. Mr. Rottino's third amended and restated employment
agreement (the "Rottino Agreement") is substantially the same as
his second amended and restated employment agreement, except as
disclosed herein. The Rottino Agreement reflects Mr. Rottino's
current base salary of $500,000 and current target bonus of 100% of
base salary and modifies Mr. Rottino's definition of "good reason,"
for a termination of employment that is not within the six months
preceding or the two years following a Change of Control, to
include a reduction in his then current target bonus percentage.
The Rottino Agreement amends Mr. Rottino's cash severance, payable
upon a termination of employment by New Linn without "cause" or by
Mr. Rottino for "good reason," to: (i) two times the sum of (x) his
base salary at the highest rate in effect at any time during the
36-month period immediately preceding the employment termination
date (the "Rottino Highest Base Salary"), plus (y) his target bonus
for the year in which his termination occurs, if the termination
does not occur within the six months preceding or the two years
following a Change of Control, and (ii) the sum of (x) the Rottino
Highest Base Salary, plus (y) his highest annual bonus paid in the
36-month period immediately preceding the Change of Control, if the
termination does occur within the six months preceding or the two
years following a Change of Control.
The Rottino Agreement also provides that, upon a termination of
employment due to his death or "disability," by New Linn without
"cause" or by Mr. Rottino for "good reason" (as each term is
defined in the Rottino Agreement), all outstanding and unvested
long-term incentive awards will immediately vest, provided that any
unvested appreciation profits interests, issued under Holdco
Incentive Interest Plan, will only vest to the extent the
applicable performance condition is satisfied (A) on the employment
termination date, or (B) within (x) six months following the
employment termination date, if the employment termination date
occurs prior to the first anniversary of the Effective Date, or (y)
120 days following the employment termination date, if the
employment termination date occurs after the first anniversary of
the Effective Date.
The Rottino Agreement eliminates the gross-up for any taxes,
penalties or interest due as a result of the application of
Sections 280G and 4999 of the Code and instead provides for a Code
Section 280G "best-net" cutback, which would cause an automatic
reduction in Mr. Rottino's Change of Control severance payments and
benefits in the event such reduction would result in Mr. Rottino
receiving greater payments and benefits on an after-tax basis.
-- Mr. Walker's Second Amended and Restated Employment
Agreement. Mr. Walker's second amended and restated employment
agreement (the "Walker Agreement") is substantially the same as his
first amended and restated employment agreement, as further
amended, except as disclosed herein. The Walker Agreement reflects
Mr. Walker's current base salary of $500,000 and current target
bonus of 100% of base salary and modifies Mr. Walker's definition
of "good reason," for a termination of employment that is not
within the six months preceding or the two years following a Change
of Control, to include a reduction in his then current target bonus
percentage.
The Walker Agreement amends Mr. Walker's cash severance, payable
upon a termination of employment by New Linn without "cause" or by
Mr. Walker for "good reason," in each case, that does not occur
within the six months preceding or the two years following a Change
of Control, to two times the sum of (i) his base salary at the
highest rate in effect at any time during the 36-month period
immediately preceding the employment termination date, plus (ii)
his target bonus for the year in which his termination occurs.
The Walker Agreement also provides that, upon a termination of
employment due to his death or "disability," by New Linn without
"cause" or by Mr. Walker for "good reason" (as each term is defined
in the Walker Agreement), all outstanding and unvested long-term
incentive awards will immediately vest, provided that any unvested
appreciation profits interests, issued under Holdco Incentive
Interest Plan, will only vest to the extent the applicable
performance condition is satisfied (A) on the employment
termination date, or (B) within (x) six months following the
employment termination date, if the employment termination date
occurs prior to the first anniversary of the Effective Date, or (y)
120 days following the employment termination date, if the
employment termination date occurs after the first anniversary of
the Effective Date.
The Walker Agreement provides that, upon a termination of
employment due to his death or "disability" or by New Linn without
"cause" or by Mr. Walker for "good reason," whether or not such
termination occurs in connection with a "change in control" (as
each term is defined in the Walker Agreement), all unvested
long-term incentive awards will immediately vest, provided that any
unvested appreciation profits interests, issued under Holdco
Incentive Interest Plan, will only vest to the extent the
applicable performance condition is satisfied (A) on the employment
termination date, or (B) within (x) six months following the
employment termination date, if the employment termination date
occurs prior to the first anniversary of the Effective Date, or (y)
120 days following the employment termination date, if the
employment termination date occurs after the first anniversary of
the Effective Date.
The Walker Agreement eliminates the gross-up for any taxes,
penalties or interest due as a result of the application of
Sections 280G and 4999 of the Code and instead provides for a Code
Section 280G "best-net" cutback, which would cause an automatic
reduction in Mr. Walker's Change of Control severance payments and
benefits in the event such reduction would result in Mr. Walker
receiving greater payments and benefits on an after-tax basis.
-- Mr. McNeil's Employment Agreement. Mr. McNeil's
employment agreement with the Company (the "McNeil Agreement")
provides for a base salary of no less than $400,000 per year, which
may be increased (but not decreased) at the sole discretion of the
Board. Mr. McNeil will also have the opportunity to earn an annual
cash bonus (the "Annual Bonus"), subject to the Board's full
discretion. Mr. McNeil's current target Annual Bonus opportunity is
75% of his base salary and may be adjusted upward or downward from
time to time in the Board's sole discretion or replaced by another
methodology of determining Mr. McNeil's target bonus (the "McNeil
Target Bonus"). Mr. McNeil is also eligible to receive long-term
incentive compensation awards from time to time during the
employment term, as determined in the Board's sole discretion. The
McNeil Agreement entitles Mr. McNeil to participate in the benefit
plans, programs and arrangements available to the Company's other
senior executives generally, subject to the terms and conditions of
such plans, programs and arrangements and the Board's discretion to
adopt, amend or terminate same from time to time.
Upon any termination of employment with the Company, Mr. McNeil
will be entitled to: (i) his accrued but unpaid base salary as of
the termination date, (ii) any unreimbursed business expenses
incurred through the termination date, and (iii) any payments and
benefits to which he may be entitled under any benefit plans,
programs, or arrangements (collectively, the "Accrued
Obligations").
If Mr. McNeil's employment with the Company is terminated by the
Company without "cause" (as defined below) (and other than due to
his death or disability) or by Mr. McNeil for "good reason" (as
defined below) (each, a "Qualifying Termination"), in each case,
not within the six months preceding or the two years following a
Change of Control, then in addition to the Accrued Obligations and
subject to Mr. McNeil's execution and non-revocation of a general
release of claims within the 60 days following his employment
termination date (which release will include a non-disparagement
provision), Mr. McNeil will be entitled to: (i) a single lump sum
payment in an amount equal to one and a half times the sum of (A)
his base salary at the highest rate in effect at any time during
the 36-month period immediately preceding the employment
termination date (the "McNeil Highest Base Salary"), plus (B) the
McNeil Target Bonus, with such amount payable within 30 days of the
employment termination date; (ii) a pro-rated Annual Bonus in
respect of the fiscal year of termination equal to the product of
(A) the McNeil Target Bonus, and (B) a fraction, the numerator of
which is the number of days elapsed in the Company's fiscal year in
which the termination occurs through such termination and the
denominator of which is the number of days in such fiscal year (the
"Pro-Rated Bonus"); (iii) any accrued but unpaid Annual Bonus in
respect of the fiscal year prior to the fiscal year of termination
(x) based on actual performance, if the Board has already finally
determined the amount of such bonus as of the employment
termination date, or (y) equal to the Target Bonus, if the Board
has not finally determined the amount of such bonus as of the
employment termination date (in either case, the "Unpaid Annual
Bonus"); (iv) up to 18 months of continued health insurance
benefits under the terms of the Company group health plan, subject
to his payment of the employee-portion of the benefit premiums and
terminable upon his receipt of substantially similar benefits from
a subsequent employer; and (v) accelerated vesting of all of Mr.
McNeil's outstanding and unvested long-term incentive awards,
provided that any unvested appreciation profits interests, issued
under Holdco Incentive Interest Plan, will only vest to the extent
the applicable performance condition is satisfied (A) on the
employment termination date, or (B) within (x) six months following
the employment termination date, if the employment termination date
occurs prior to the first anniversary of the Emergence Date, or (y)
120 days following the employment termination date, if the
employment termination date occurs after the first anniversary of
the Effective Date. If Mr. McNeil's Qualifying Termination occurs
within the six-month period preceding or the two-year period
following a Change of Control, then he will receive the same
payments and benefits set forth above, except that the amount of
his cash severance will increase to two times the sum of the McNeil
Highest Base Salary plus the McNeil Target Bonus, with such amount
payable within 30 days of the employment termination date or, if
the termination date precedes the Change of Control, within the 30
days following a Change of Control, if later.
If Mr. McNeil's employment with the Company is terminated due to
his death or disability, then in addition to the Accrued
Obligations, Mr. McNeil will be entitled to: (i) the Pro-Rated
Bonus; (ii) the Unpaid Annual Bonus; and (iii) accelerated vesting
of all of Mr. McNeil's outstanding and unvested long-term incentive
awards, provided that any unvested appreciation profits interests,
issued under Holdco Incentive Interest Plan, will only vest to the
extent the applicable performance condition is satisfied (A) on the
employment termination date, or (B) within (x) six months following
the employment termination date, if the employment termination date
occurs prior to the first anniversary of the Emergence Date, or (y)
120 days following the employment termination date, if the
employment termination date occurs after the first anniversary of
the Effective Date.
For purposes of the McNeil Agreement, the Company will have "cause"
to terminate Mr. McNeil's employment upon the occurrence of any of
the following: (i) his conviction of, or plea of nolo contendere
to, any felony or to any crime or offense causing substantial harm
to any of the Company or its direct or indirect subsidiaries
(whether or not for personal gain) or involving acts of theft,
fraud, embezzlement, moral turpitude or similar conduct; (ii) his
repeated intoxication by alcohol or drugs during the performance of
his duties; (iii) his willful and intentional misuse of any of the
funds of the Company or its direct or indirect subsidiaries, (iv)
his embezzlement; (v) his willful and material misrepresentations
or concealments on any written reports submitted to any of the
Company or its direct or indirect subsidiaries; (vi) his willful
and intentional material breach of the McNeil Agreement; (vii) his
material failure to follow or comply with the reasonable and lawful
written directives of the Board; or (viii) conduct constituting his
material breach of the Company's then current (A) Code of Business
Conduct and Ethics, and any other written policy referenced
therein, or (B) the Code of Ethics for Chief Executive Officer and
senior financial officers, if applicable, provided that, in each
case, he knew or should have known such conduct to be a breach.
For a termination of employment that does not occur within the six
months preceding or the two years following a Change of Control,
the McNeil Agreement defines "good reason" as the occurrence of any
of the following without Mr. McNeil's written consent: (i) a
reduction in his then current base salary or Target Bonus
percentage, or both; (ii) failure by the Company to pay in full on
a current basis (A) any of the compensation or benefits described
in the McNeil Agreement that are due and owing, or (B) any amounts
due and owing to him under any long-term or short-term or other
incentive compensation plans, agreements or awards; (iii) material
breach of any provision of the McNeil Agreement by the Company; or
(iv) any material reduction in his title, authority, duties,
responsibilities or reporting relationship from those in effect as
of the effective date of the McNeil Agreement. For a termination of
employment that does occur within the six months preceding or the
two years following a Change of Control, the McNeil Agreement
defines "good reason" as the occurrence of any of the following
without Mr. McNeil's written consent: (i) reduction in his then
current base salary or Target Bonus percentage, or both; (ii)
failure by the Company to pay in full on a current basis (A) any of
the compensation or benefits described in the McNeil Agreement that
are due and owing, or (B) any amounts due and owing to him under
any long-term or short-term or other incentive compensation plans,
agreements or awards; (iii) material breach of any provision of the
McNeil Agreement by the Company; (iv) any material reduction in his
title, authority, duties, responsibilities or reporting
relationship from those in effect as of the effective date of the
McNeil Agreement; or (v) a relocation of his primary place of
employment to a location more than 50 miles from the Company's
location on the day immediately preceding the Change of Control.
The McNeil Agreement provides for a Code Section 280G "best-net"
cutback, which would cause an automatic reduction in Mr. McNeil's
Change of Control severance payments and benefits in the event such
reduction would result in Mr. McNeil receiving greater payments and
benefits on an after-tax basis.
The McNeil Agreement subjects Mr. McNeil to employment term and
12-month post-employment non-competition and non-solicitation
restrictive covenants (which will not be enforceable following a
Qualifying Termination within the six months preceding or the two
years following a Change of Control), as well as assignment of
inventions and employment term and five-year post-employment
confidentiality covenants.
-- Mr. Emmons' Employment Agreement. Mr. Emmons'
employment agreement with the Company (the "Emmons Agreement")
provides for a base salary of no less than $375,000 per year, which
may be increased (but not decreased) at the Board's sole
discretion. Mr. Emmons will also have the opportunity to earn an
annual cash bonus (the "Emmons Annual Bonus"), subject to the
Board's full discretion. Mr. Emmons' current target Emmons Annual
Bonus opportunity is 75% of his base salary and may be adjusted
upward or downward from time to time in the Board's sole
discretion, or replaced by another methodology of determining Mr.
Emmons' target bonus. Mr. Emmons is also eligible to receive
long-term incentive compensation awards from time to time during
the employment term, as determined in the Board's sole discretion.
-- Ms. Wells' Employment Agreement. Ms. Wells' employment
agreement with the Company (the "Wells Agreement") provides for a
base salary of no less than $375,000 per year, which may be
increased (but not decreased) at the Board's sole discretion. Ms.
Wells will also have the opportunity to earn an annual cash bonus
(the "Wells Annual Bonus"), subject to the Board's full discretion.
Ms. Wells' current target Emmons Annual Bonus opportunity is 75% of
her base salary and may be adjusted upward or downward from time to
time in the Board's sole discretion, or replaced by another
methodology of determining Ms. Wells' target bonus. Ms. Wells is
also eligible to receive long-term incentive compensation awards
from time to time during the employment term, as determined in the
Board's sole discretion.
The Wells Agreement otherwise is the same as the McNeil Agreement,
provided that Ms. Wells is not subject to the post-employment
non-competition restrictive covenant in light of her position
within the Company.
(K) Amendments to Articles of Incorporation
On the Effective Date, pursuant to the Plan, New Linn filed the
Amended and Restated Certificate of Incorporation with the office
of the Secretary of State of the state of Delaware. Also on the
Effective Date, and pursuant to the terms of the Plan, New Linn
adopted the Bylaws (the "Bylaws").
A copy of LINN's Supplemental Emergence Presentation dated Feb. 28,
2017, is available at https://is.gd/m74UKz
About Linn Energy, LLC
Headquartered in Houston, Texas, Linn Energy, LLC, and its
affiliates are independent oil and natural gas companies. Each of
Linn Energy, LLC, and 14 of its subsidiaries filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Lead Case No. 16-60040) on May 11, 2016. The petitions were
signed
by Arden L. Walker, Jr., chief operating officer of LINN Energy.
The Debtors have hired Paul M. Basta, Esq., Stephen E. Hessler,
Esq., Brian S. Lennon, Esq., James H.M. Sprayregen, Esq., and
Joseph M. Graham, Esq., at Kirkland & Ellis LLP and Kirkland &
Ellis International LLP as general bankruptcy counsel, Jackson
Walker L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial
advisor, AlixPartners as restructuring advisor and Prime Clerk LLC
as claims, notice and balloting agent.
Judge David R. Jones presides over the cases.
The Office of the U.S. Trustee has appointed five creditors of
Linn
Energy LLC to serve on the official committee of unsecured
creditors. The Committee tapped Mark I. Bane, Esq., and Keith H.
Wofford, Esq., at Ropes & Gray LLP; and Moelis & Company LLC as
investment banker. It also retained as Texas Oil & Gas Counsel,
John P. Melko, Esq., David S. Elder, Esq., and Michael K. Riordan,
Esq., at Gardere Wynne Sewell LLP.
On January 27, 2017, the Bankruptcy Court entered the Order
Confirming (I) Amended Joint Chapter 11 Plan of Reorganization of
Linn Energy, LLC and Its Debtor Affiliates Other Than Linn
Acquisition Company, LLC and Berry Petroleum Company, LLC and (II)
Amended Joint Chapter 11 Plan of Reorganization of Linn Acquisition
Company, LLC and Berry Petroleum Company, LLC. On February 28,
2017, the Plan became effective and the LINN Debtors emerged from
their Chapter 11 cases.
Through the restructuring, LINN has reduced debt by more than $5
billion to total debt of $1.012 billion and pro forma net debt of
$962 million, resulting in $730 million of liquidity. The new
structure significantly enhances financial flexibility and
positions the Company for long-term success.
LMCHH PCP: Still in Closure Process, 1st PCO Interim Report Says
----------------------------------------------------------------
Susan N. Goodman, the Patient Care Ombudsman appointed for LMCHH
PCP, LLC, and Louisiana Medical Center and Heart Hospital, LLC,
files a First Interim Report on February 26, 2017.
According to the Report, the Debtors' abrupt closure of operations
began with the 134-bed acute care facility, followed by the five
hospital outpatient departments, and ending with the planned
closure of 17 physician offices by the last Friday in February. The
PCO's major focus is patient record access and appropriate
protection/sanitization of protected health information (PHI)
stored on various pieces of diagnostic and other capital
equipment.
The PCO reports that two patient clinical items remain: (1) a small
number patient microbiology results that will be received through
approximately mid-March; and, (2) implementation of a patient
transition plan for Coumadin clinic patients as the physician
offices close.
The PCO can engage remotely moving forward to confirm the
completion of the various outstanding tasks relevant to
microbiology results, Coumadin clinic transition, patient record
requests, PHI migration/destruction/sanitization, and other
safety-related concerns significant to the closure process. The PCO
will push the filing of the second report as far as possible to
allow for a full 60 days to accomplish as much as possible.
About Louisiana Medical
LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital, LLC
currently operate a state-of-the-art 213,000 square facility and
two medical office buildings.
Originally licensed for 58 beds in 2003, as a result of its
physical and strategic expansion in 2007, the Hospital is now a
full-service 132-bed acute care hospital with seven operating
rooms, three catheterization laboratories, and a 24-hour heart
attack intervention center dedicated to providing advanced medical
treatment and compassionate care to patients and families
throughout the North Shore area.
LMCHH PCP and LHH sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10201) on Jan. 30,
2017. The cases have been assigned to the Hon. Judge Laurie Selber
Silverstein.
LMCHH estimated assets in the range of $1 million to $10 million
and liabilities of up to $500 million. LHH estimated assets in the
range of $10 million to $50 million and liabilities of $100 million
to $500 million.
The Debtors have hired Young, Conaway, Stargatt & Taylor LLP as
local counsel, Alston & Bird LLP as legal counsel, and The Garden
City Group, Inc., as claims and noticing agent.
LUKE'S LOCKER: Has Court's Final Nod to Use Cash Collateral
-----------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas has granted Luke's Locker Incorporated,
et al., final authorization to use cash collateral starting Jan.
31, 2017.
As reported by the Troubled Company Reporter on Feb. 6, 2017, the
Debtors sought the court's authorization to use cash collateral of
Nike. Nike's collateral includes inventory, cash, and the proceeds
and products of both.
As partial adequate protection to Nike for LLI's use of Cash
Collateral and Existing Collateral, LLI will pay to Nike $7,500
each month commencing in April 2017. LLI's Adequate Protection
Payment for each month will be tendered by no later than the 15th
calendar date of the month. The amount of the Adequate Protection
Payment will increase starting in June 2017 to $35,000 a month. In
addition to the Adequate Protection Payments, LLI will make a
single additional payment to Nike of $200,000 by no later than Aug.
31, 2017.
Nike will be entitled to post-petition liens in substantially all
of the Debtors' assets to secure payment of the entirety of the
Pre-Petition Obligations. The Post-Petition Liens will be senior
in priority to all other liens, claims, or encumbrances on the
Debtors' assets, and will be effective and perfected pursuant to
the terms of this Order without the need for any further actions;
provided, however, Nike consents to the priming of the
Post-Petition Liens for the sole purpose of allowing the liens
granted pursuant to a DIP Facility; and provided further, Nike
consents to the use of its collateral to satisfy the obligations
set forth in the Budget.
To the extent that LLI's use of Cash Collateral results in a
decrease in the value of Nike's interest in the property, Nike is
granted to secure the Pre-petition Obligations of the Debtors a
perfected replacement lien, security interest and claim against all
of LLI's assets.
Nike is granted an allowed superpriority administrative claim with
priority senior to all other administrative and priority claims
(whether or not such expenses or claims may become secured by a
judgment lien or other non-consensual lien, levy or attachment),
which allowed claims will be payable from and have recourse to all
pre- and post-petition property of the Debtors and all proceeds
thereof, subject to the payment of the Carve Out. The 507(b) Claim
will be in an amount equal to the greater of (A) the difference
between (i) the value of the Existing Collateral as of the Petition
Date, and (ii) the aggregate value, effective as of the date such
507(b) Claim is determined, of the Collateral, plus the amount of
the Adequate Protection Payments made to Nike by the LLI after the
Petition Date; and (B) the amount determined pursuant to Paragraph
21 in the final court order. The liens and superpriority claims
granted to Nike herein are subject and subordinate to a carve-out
of funds for these administrative expenses: (a) all fees owed
pursuant to Section 1930 of Title 28 of the U.S. Code, and (b) all
fees and expenses incurred by the Debtor’s professionals and the
professionals of any statutory committee employed by Court order
that are allowed by the Court pursuant to the Bankruptcy Code, and
neither the amounts actually paid for Trustee Fees or to the
Professionals will be subject to disgorgement in order to satisfy
in whole or in part an administrative claim held by Nike; provided,
however, that all amounts will be capped at the amounts set forth
in the Budget.
A copy of the court order and the budget is available at:
http://bankrupt.com/misc/txeb17-40126-87.pdf
About Luke's Locker Incorporated
Luke's Locker Incorporated, owner of Luke's Locker fitness and
running stores in Texas, and its affiliates sought Chapter 11
protection (Bankr. D. Tex. Lead Case No. 17-40126) on Jan. 24,
2017. The petitions were signed by Matthew Lucas, president and
CEO. The cases are assigned to Judge Brenda T. Rhoades.
Melissa S. Hayward, Esq., at Franklin Hayward LLP, in Dallas,
serves as the Debtors' counsel. Luke's Locker estimated $1 million
to $10 million in assets and liabilities.
No trustee or examiner has been appointed in the Debtors' cases.
LYNN'S MARKET: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lynn's Market, Inc.
dba New Oxford Great Valu
dba Chris' Great Valu
dba Chris' Market
5660 York Road
New Oxford, PA 17350
Case No.: 17-00864
Chapter 11 Petition Date: March 3, 2017
Court: United States Bankruptcy Court
Middle District of Pennsylvania (Harrisburg)
Judge: Hon. Robert N Opel II
Debtor's Counsel: Lawrence V. Young, Esq.
CGA LAW FIRM
135 North George Street
York, PA 17401
Tel: 717 848-4900
Fax: 717 843-9039
E-mail: lyoung@cgalaw.com
tlocondro@cgalaw.com
Debtor's
Consultant: ALEX EVERHART
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Christopher Slike, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/pamb17-00864.pdf
MASTROIANNI BROS: Seeks to Hire LCS&Z as Accountant
---------------------------------------------------
Mastroianni Bros. Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of New York to hire an accountant.
The Debtor proposes to hire LCS&Z, LLP, Certified Public
Accountants to prepare its 2016 and 2017 tax returns, and provide
other services related to its Chapter 11 case. The firm will be
paid $17,000 for its services.
William Lutz, a certified public accountant employed with LCS&Z,
disclosed in a court filing that his firm is "disinterested" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
William Lutz
LCS&Z, LLP
Certified Public Accountants
33 Century Hill Drive
Latham, NY 12110
Tel: (518) 783-7200
Fax: (518) 783-7385
About Mastroianni Bros.
Mastroianni Bros., Inc., doing business as Mastroianni Bakery,
sought Chapter 11 protection (Bankr. N.D.N.Y. Case No. 16-11536) on
Aug. 25, 2016. The petition was signed by Nathaniel Daffner,
director.
The Debtor estimated assets and liabilities in the range of
$500,001 to $1,000,000. The Debtor tapped Richard L. Weisz, Esq.,
at Hodgson Russ LLP as counsel.
On February 27, 2017, the Debtor filed a disclosure statement,
which explains its proposed Chapter 11 plan of reorganization. The
plan proposes to pay unsecured creditors approximately 20% of their
claims.
MF GLOBAL: Oscars Blunder Adds Risk for PwC Defense at Trial
------------------------------------------------------------
Bob Van Voris, writing for Bloomberg News, reported that
PricewaterhouseCoopers LLP's epic screw-up at the Oscars could
carry a high cost if jurors arrive at a malpractice trial
suspecting the global accounting firm is error-prone.
According to the report, until a PwC accountant handed Warren
Beatty the wrong envelope for the Best Picture award, its lawyers
only had to worry about adversary MF Global Holdings, Ltd. Now,
PwC's attorneys will also be concerned that jurors who watched the
Feb. 26 awards ceremony will begin the trial doubting the firm's
expertise, jury consultants said, the report related.
That's particularly worrisome in a case where New York-based PwC is
accused of contributing to the 2011 collapse of MF Global, the N.Y.
brokerage formerly run by Jon Corzine, the report MF Global is
seeking as much as $3 billion in a trial that will feature
Corzine's testimony about events leading up to the firm's failure,
the report further related.
"The MF Global meltdown is entirely unrelated to what happened at
the Oscars," Leticia Ostler, a jury consultant in San Diego, told
Bloomberg. Yet jurors may ask "what's to say they’re not making
the same mistake in other areas?"
The case is MF Global Holdings LTD. v. PricewaterhouseCoopers,
14-cv-02197, U.S. District Court, Southern District of New York
(Manhattan).
About MF Global
New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world. The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York. MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.
On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.
On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases. At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.
On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810). On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.
On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel. The Garden City Group, Inc., serves as
claims and noticing agent. The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.
The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.
The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.
In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets. Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan. As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%. Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company. As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee. Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.
MF GLOBAL: Trial Could Lead to More Than $3-Bil. in Damages vs. PwC
-------------------------------------------------------------------
Soma Biswas, writing for The Wall Street Journal Pro Bankruptcy,
reported that Nader Tavakoli, the driving force behind the lawsuit
that alleged PricewaterhouseCoopers and its allegedly "flatly
erroneous accounting advice" is partly to blame for the 2011
collapse of commodities brokerage MF Global, is making perhaps his
boldest bet yet -- that he can win a $3 billion malpractice suit
against a Big Four accounting firm.
According to the report, a trial in U.S. District Court in New
York, could lead to more than $3 billion in damages against PwC if
a jury agrees the auditor's advice to MF Global over how to account
for its purchase of European bonds was faulty.
A group of creditors and large hedge funds -- Knighthead Capital,
Caspian Capital and Empyrean Capital -- that specialize in making
bets on distressed debt have backed Mr. Tavakoli's lawsuit against
PwC, the report related. Claimants in the MF Global bankruptcy
lawsuit also include thousands of former employees, as well as
suppliers, landlords and customers, the report further related.
All of them stand to profit if the lawsuit, which was filed on
their behalf, is successful, the report said.
"We believe there's no question that MF Global would not have
failed but for PwC's egregious negligence," Mr. Tavakoli told The
Wall Street Journal. "As a result of PwC's negligence, thousands
lost their jobs and stakeholders of MF Global suffered catastrophic
losses."
PwC lawyer Richard Marooney said the accounting firm stands by its
work for MF Global, including how it accounted for the transactions
at issue in the lawsuit, the report related. The firm says Mr.
Tavakoli is simply trying to hold it responsible for the faulty
investment strategy championed by former MF Global Chief Executive
Jon Corzine, the report said.
"We will show that PricewaterhouseCoopers's audit work satisfied
the relevant professional standards, that MF Global's accounting
was correct, and that neither had anything to do with the collapse
of MF Global," Mr. Marooney, of the law firm King & Spalding, told
the Journal.
About MF Global
New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world. The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York. MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.
On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.
On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases. At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.
On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810). On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.
On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel. The Garden City Group, Inc., serves as
claims and noticing agent. The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.
The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.
The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.
In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets. Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan. As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%. Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company. As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee. Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.
MIDWEST ASPHALT: Has Final Nod to Use Callidus' Cash Collateral
---------------------------------------------------------------
The Hon. William J. Fisher of the U.S. Bankruptcy Court for the
District of Minnesota entered a final order allowing Midwest
Asphalt Corp.'s cash collateral
The Debtor's authorization to use cash collateral terminates on
April 17, 2017, unless further extended by a court order.
As adequate protection, the Debtor:
a. grants to Callidus Capital Corporation, only to the extent
of diminution in the value of cash collateral or other
types of collateral during the pendency of the case, a
post-petition lien on all assets of the Debtor (and their
proceeds), whether now existing or hereafter arising or
acquired, whether arising or acquired pre-petition or
post-petition, of every kind and nature whatsoever,
including but not limited to all titled vehicles, rolling
stock, causes of action under Chapter 5 of Title 11 of the
U.S. Code and any and all state-law causes of action
recognized, permitted and incorporated therein. The liens
granted are deemed properly perfected without any further
act or notice on the part of the Debtor or Callidus
Capital;
b. agrees to (i) maintain insurance on all of the property in
which Callidus Capital (and any other secured creditors)
claim a security interest; (ii) pay all postpetition
federal and state taxes, including timely deposit of
payroll taxes; (iii) provide Callidus Capital and its
financial advisor(s) (and any other secured creditors,
upon reasonable notice), access during normal business
hours for inspection of their collateral and the Debtor's
business record, and to discuss the Debtor's ongoing
operational and financial status directly with Debtor's
management; (iv) deposit all cash proceeds and income into
the Debtor's DIP account); (v) provide to Callidus Capital
on Monday of each week copies of the Debtor's register
showing all deposits and expenditures for the prior week
and at Callidus Capital's request, will provide Budget up-
to-date Projections-to-actual comparison of cash flow for
the prior week; and (vi) timely respond to any reasonable
request for explanation or information concerning the
foregoing disclosures;
c. will, in the event Callidus Capital determines that the
Debtor should retain an advisory Chief Restructuring
Officer and allows for payment of professional's fees as
additional expenses in the Debtor's Projections, retain an
advisory CRO upon agreement by the Debtor, Callidus
Capital and the Unsecured Creditors Committee, as to the
identity of the CRO (and the CRO's role, access, time, and
budget will be consistent with the Court's statements at
the Hearing). The Debtor will file an application for
employment of the CRO promptly after the agreement is
reached; and
d. agrees to make an adequate protection payment of $20,000
to Callidus Capital by April 14, 2017.
In the event the Debtor materially violates the court order or
materially deviates from the Projections, then Callidus Capital may
move the Court for appropriate relief, including but not limited to
stay relief or further adequate protection, on an expedited basis.
The Debtor and any other party-in-interest may oppose such relief
and waive no rights, at law or in equity, in defense of any motion.
As reported by the Troubled Company Reporter on Jan. 30, 2017,
Judge Fisher authorized the Debtor to use cash collateral on an
interim basis. The Debtor was authorized to use an amount no
greater than $271,825, and all banks, lenders or depository
institutions used by the Debtor were directed to release and return
to the Debtor all of the Debtors' cash collateral and deposits.
Callidus Capital was granted a replacement lien in the Debtor's
postpetition assets.
About Midwest Asphalt
Midwest Asphalt Corporation, based in Hopkins, Minnesota, filed a
Chapter 11 petition (Bankr. D. Minn. Case No. 17-40075) on Jan. 12,
2017. The petition was signed by Blair Bury, president. The
Debtor is represented by Thomas Flynn, Esq., at Larkin Hoffman.
The case is assigned to Judge Katherine A. Constantine.
The Debtor estimated assets and debt at $10 million to $50 million
at the time of the filing.
On Feb. 2, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
MONEY CENTERS: Court Has No Jurisdiction Over Native Casinos
------------------------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that the U.S.
Bankruptcy Code does not support the general abrogation of immunity
Money Centers of America Inc. had asked for.
Law360 relates that the Hon. Christopher S. Sontchi of the U.S.
Bankruptcy Court for the District of Delaware found that the Court
lacks jurisdiction over several Native American casinos that were
targeted for avoidance actions in the Debtor's Chapter 11
proceeding. The report says that Judge Sontchi found that one of
the tribes involved may have waived its sovereign immunity for one
of the claims brought by the Debtor.
About Money Centers
Headquartered in King of Prussia, Pa., Money Centers of America
Inc. (OTC BB: MCAM.OB) -- http://www.moneycenters.com/--
provides cash access services to the gaming industry. The Company
delivers ATM, credit card advance, POS debit card advance, check
cashing services and CreditPlus marker services on an outsourcing
basis to casinos. The Company also licenses its OnSwitch(TM)
transaction management system to casinos so they can operate and
maintain their own cash access services, including the addition
of merchant card processing.
Money Centers filed a Chapter 11 petition (Bankr. D. Del. Case No.
14-10603) on March 21, 2014, in Trenton, New Jersey. Kevin Scott
Mann, Esq., at Cross & Simon, LLC, in Wilmington, in Delaware,
serves as counsel to the Debtor. The Debtor estimated up to $1
million to $10 million in both assets and liabilities. The
petition was signed by Christopher Wolfington, Chairman & CEO.
NATIONAL DENTAL: Stake in Strategic Dental Up for Sale March 16
---------------------------------------------------------------
Boathouse Capital II LP will offer for sale to the highest
qualified bidder 100% of the outstanding membership interests
issued by Strategic Dental Executives, LLC, a Texas limited
liability company, to National Dental Partners, LLC, a Delaware
limited liability company (the "Debtor"), at a public auction on
March 16, 2017.
The Collateral constitutes all of the outstanding equity interests
in Strategic Dental Executives, LLC.
The Sale will take place at the offices of McGuireWoods LLP, 2000
McKinney Avenue, Suite 1400; Dallas, Texas 75201, beginning at
10:00 a.m. (CST).
This sale is being held to enforce the rights in the Collateral of
the Purchasers pursuant to a Loan Agreement. The Purchasers are
party to a Note And Warrant Purchase And Collateral Agreement dated
August 10, 2015, with the entities named therein and party thereto
as borrowers, including the Debtor.
The Collateral secures the repayment of indebtedness of the Debtor,
among others, to the Purchasers in an amount in excess of
$26,621,196.88 (as of February 28, 2017).
The Collateral is being sold by Boathouse Capital II LP in its
capacity as agent for the Purchasers, to satisfy in full the
indebtedness of the Debtor and the other borrower parties to the
Loan Agreement to the Purchasers incurred pursuant to the Loan
Agreement.
The Debtor and the other borrower parties to the Loan Agreement are
entitled to an accounting of the unpaid indebtedness secured by the
Collateral to be sold and may request such an accounting through
counsel to the Agent.
Neither the Agent nor any of the Purchasers is an affiliate of
National Dental Partners, LLC.
The Agent, on behalf of the Purchasers, reserves its right to
credit bid or otherwise bid at the Sale and to apply the expenses
of the Sale and all or any part of the total amount of the
indebtedness owed to the Purchasers under the Loan Agreement, in
satisfaction of the purchase price.
The sale will be made "AS IS, WHERE IS" without representations or
warranties, and transfer of title will specifically state that
"there is no warranty relating to title, possession, quiet
enjoyment, or the like in this disposition."
The Agent reserves the right, on or prior to the Sale, to cancel
the Sale for any reason whatsoever, to modify, waive or amend any
terms or conditions of the Sale or to impose any other terms or
conditions on the Sale and, if the Agent deems appropriate, to
reject any or all bids or to continue the Sale to such time and
place as the Agent, in its sole discretion, deems fit.
The Sale will be conducted via live auction using the procedures
set forth herein and any other procedures set forth in the Terms of
Public Sale:
-- All initial bids other than a bid by the Agent must be in
writing and submitted to the Agent's counsel McGuireWoods so as to
be received no later than March 15, 2017 at 2:00 p.m. CST;
-- all initial bids must (i) be in a cash amount that is
greater than or equal to $26,621,196.88, and (ii) be accompanied by
(a) an earnest money deposit of at least 10% of the amount of the
purchase price asserted in the initial bid, (b) evidence to the
Agent's satisfaction that the proposed purchaser has funds
sufficient to close the proposed sale, and (c) evidence to the
Agent's satisfaction that the proposed purchaser is an accredited
investor as such term is defined in the Securities Act of 1933;
-- All bids must be in cash and without contingencies of any
kind.
-- All bids shall be irrevocable until 48 hours after the
closing of the sale of the Collateral.
-- Only bidders complying with the bid procedures, the Agent,
and any holder of an interest in the Collateral (including National
Dental Partners, LLC) may attend the Sale.
Should the successful bidder not be an accredited investor or fail
to deliver the purchase price, the Agent reserves the right, in its
sole discretion, to re-sell the Collateral, and any loss arising
from such sale shall be the responsibility of the defaulting
successful bidder. The sale may be subject to such further
conditions and provisions as may be announced at the start of the
Sale.
THE LIMITED LIABILITY COMPANY INTEREST IN STRATEGIC DENTAL
EXECUTIVES, LLC (I.E., THE COLLATERAL), HAS NOT BEEN REGISTERED FOR
SALE UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE
SECURITIES OR BLUE SKY LAWS, AND AS SUCH MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED BY THE AGENT OR A PURCHASER OF THE COLLATERAL
AT THE SALE UNLESS (a) IT IS REGISTERED UNDER THE ACT AND ANY
APPLICABLE STATE LAW OR (b) SUCH SALE OR TRANSFER IS EXEMPT FROM
SUCH REGISTRATION AND THE AGENT HAS RECEIVED AN OPINION FROM
COUNSEL ACCEPTABLE TO IT TO THE EFFECT THAT SUCH SALE OR TRANSFER
IS SO EXEMPT. THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE COLLATERAL IN ANY STATE TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
Counsel for the Agent:
Joel Bannister, Esq.
McGuireWoods LLP
2000 McKinney Avenue, Suite 1400
Dallas, Texas 75201
Telephone: 214 932 6412
NAVIDEA BIOPHARMACEUTICALS: Stockholders OK Sale of Lymphoseek Biz
------------------------------------------------------------------
At the Special Meeting of Stockholders of Navidea
Biopharmaceuticals, Inc. held on March 2, 2017, the stockholders of
the Company voted to authorize the sale by the Company of its
assets used in connection with its Lymphoseek business in North
America, as defined in and pursuant to the Asset Purchase
Agreement, dated as of Nov. 23, 2016, by and between Navidea
Biopharmaceuticals, Inc. and Cardinal Health 414, LLC.
The stockholders of the Company had also been solicited to vote to
approve an adjournment of the Special Meeting, if necessary, to
solicit additional proxies if there were insufficient votes at the
time of the Special Meeting to approve the Asset Sale referenced
below, but such adjournment was deemed unnecessary.
At the Special Meeting, 98,071,698 shares of common stock, or
approximately 61% of the outstanding common stock entitled to vote,
were represented by proxy or in person.
About Navidea
Navidea Biopharmaceuticals, Inc. is a biopharmaceutical company
focused on the development and commercialization of precision
immunodiagnostic agents and immunotherapeutics. Navidea is
developing multiple precision-targeted products based on our
Manocept platform to help identify the sites and pathways of
undetected disease and enable better diagnostic accuracy, clinical
decision-making, targeted treatment and, ultimately, patient care.
Navidea reported a net loss of $27.56 million in 2015, a net loss
of $35.72 million in 2014 and a net loss of $42.69 million in
2013. As of Sept. 30, 2016, Navidea had $11.18 million in total
assets, $74.96 million in total liabilities and a total
stockholders' deficit of $63.77 million.
NCK INC: U.S. Trustee Directed to Appoint Ch. 11 Examiner
---------------------------------------------------------
Judge Jeffrey A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania entered an Order directing the
United State Trustee to appoint a Chapter 11 Examiner for NCK,
Inc..
The Order was made pursuant to the January 13, 2017 hearing,
finding that the appointment of an Examiner is in the best interest
of the creditors and the bankruptcy estate.
Based on the Order, the U.S. Trustee shall appoint the same
Examiner for the Bankruptcy Case of Kenneth J. Arthurs and Brenda
L. Arthurs, the joint debtors in the Court, with the Case No.
15-70795.
The Chapter 11 bankruptcy case is, In re Nck Inc (Bankr. W.D. Pa.
Case No. 15-70491) and was filed on July 9, 2015.
NCK, Inc., filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.
15-70491) on July 9, 2015. The Debtor is operated by Kenneth J.
Arthurs and Brenda L. Arthurs who sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 15-70795) on
Nov. 20, 2015. The Arthurs' bankruptcy case is assigned to Judge
Jeffery A. Deller.
NEW ENTERPRISE: Moody's Rates New $200MM Sr. Unsec. Notes 'Caa2'
----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to New Enterprise
Stone & Lime Co., Inc.'s proposed $200 million of senior unsecured
notes due 2022. At the same time, the Corporate Family Rating was
affirmed at B3, the Probability of Default Rating at B3-PD, and the
senior unsecured notes, which will be withdrawn upon repayment, at
Caa2. The Speculative Grade Liquidity assessment was also affirmed
at SGL-3. The rating outlook is stable.
These rating actions follow New Enterprise's announcement that the
company intends to offer $200 million of senior unsecured notes due
2022. The proceeds from the new unsecured notes, along with
revolver borrowings and cash on hand, will be used to redeem,
repurchase or otherwise retire its 11% senior unsecured notes due
2018.
The following rating was assigned:
Senior unsecured notes, assigned at Caa2, LGD5
The following ratings were affirmed:
Corporate Family Rating, affirmed at B3;
Probability of Default, affirmed at B3-PD;
Senior unsecured notes, affirmed at Caa2, LGD5, and to be withdrawn
upon repayment;
Speculative Grade Liquidity Assessment is affirmed at SGL-3;
The rating outlook is stable.
RATINGS RATIONALE
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. The
rating, however, is supported by the company's adequate liquidity,
strong position in its core markets, the recovery in construction
spending, improving operating margin, and prudent acquisition and
growth strategy.
New Enterprise's SGL-3 reflects an adequate liquidity position. The
company's liquidity is supported by its modest cash balances and
reliance on its $105 million ABL facility, offset by high working
capital needs and limited alternate liquidity sources as all assets
are fully encumbered. At November 30, 2016, the company had $4.7
million of unrestricted cash balance and $72 million available and
no borrowings under its ABL credit facility. On July 8, 2016, New
Enterprise entered into a $450 million term loan agreement, the
proceeds of which paid off its $70 million term loan due 2019 and
the 13% secured notes due 2018. The company will be refinancing its
2018 unsecured notes with $200 million unsecured notes due 2022.
New Enterprise is required to have trailing twelve-month EBITDA in
an amount not less than certain amounts specified in the new term
loan. Moody's expects the company to remain in compliance with an
adequate cushion through fiscal year 2018.
An upgrade would be predicated upon New Enterprise generating
sustained free cash flow, increasing adjusted EBIT-to-interest
above 1.5x, and reducing adjusted debt-to-EBITDA closer to 5.0x.
Sustaining adjusted operating margin above 10% would also support a
ratings upgrade.
The ratings would likely be downgraded if the company were to
experience a decline in profitability, stemming from a reversal in
construction spending or operational challenges. The ratings could
also be downgraded if adjusted debt-to-EBITDA leverage increase to
over 7.0x, if adjusted EBIT-to-interest expense is sustained below
1.0x, or if liquidity deteriorates.
The principal methodology used in these ratings was Building
Materials Industry published in January 2017.
New Enterprise Stone & Lime, Co., Inc. is a privately held,
vertically-integrated construction materials supplier,
heavy/highway construction contractor, and traffic safety services
and equipment provider. The company operates three segments:
construction materials, heavy/highway construction and traffic
safety services and equipment. New Enterprise operates, owns or
leases 57 quarries and sand deposits (42 active), 30 hot mix
asphalt plants, 19 fixed and portable ready mixed concrete plants,
three lime distribution centers and three construction supply
centers. The company also conducts operations through four
manufacturing facilities and a number of sales offices for its
safety services and equipment business. New Enterprise's operations
are primarily concentrated in Pennsylvania and Western New York,
with reach into the adjacent states including Maryland, West
Virginia, and Virginia. New Enterprise's traffic safety services
and equipment business sell products nationally and sells services
primarily in the eastern United States. For the trailing twelve
months ending November 30, 2016, the company generated $604 million
in revenue and $121 million in adjusted EBITDA.
NEW ENTERPRISE: S&P Affirms 'B-' CCR & Revises Outlook to Pos.
--------------------------------------------------------------
S&P Global Ratings said it affirmed its ratings, including the
'B-' corporate credit rating, on New Enterprise Stone & Lime Co.
Inc. and revised the outlook to positive from stable.
At the same time, S&P assigned its 'CCC' issue-level rating (two
notches below the corporate credit rating) to the company's
proposed $200 million five-year senior unsecured notes, based on a
recovery rating of '6', which indicates S&P's expectation of
negligible recovery (0%-10%; rounded estimate: 0%) in the event of
a default.
The 'B' issue-level rating (one notch above the corporate credit
rating) and '2' recovery rating on the company's $450 million term
loan are unchanged.
"The positive outlook reflects our expectation that NESL's
operating performance, credit measures, and liquidity are likely to
improve over the next 12 months because of an expected pickup in
infrastructure, highway, and private nonresidential construction
spending in its main market of Pennsylvania," said S&P Global
Ratings credit analyst Thomas Nadramia. "End market demand is
likely to be driven by state transportation budgets, which are
robust, and the certainty of matching federal funding provided by
the FAST Act, which should result in larger and longer-term
contracts."
S&P could raise its corporate credit rating to 'B' over the next 12
months if NESL is successful in reducing debt leverage to the mid
5x area while improving interest coverage above 1.75x and
approaching 2x. S&P believes NESL can achieve these metrics if it
improves EBITDA by about 10% above current levels.
Based on S&P's outlook for improved construction markets in
Pennsylvania, it considers a downgrade to be unlikely over the next
12 months. However, S&P could lower the rating if the company
failed to refinance the upcoming $203 million debt maturity due in
September 2018. S&P could also lower the rating if EBITDA interest
coverage were sustained below 1x, which could occur if 2017 EBITDA
fell below $70 million, all else being equal, an event S&P deems
unlikely given its economists' forecast of a 20%-25% probability of
a recession.
NEW HOME: Moody's Assigns B3 Rating to New $250MM Sr. Unsec. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed new
$250 million of senior unsecured notes due 2022 of The New Home
Company. In the same rating action, Moody's assigned a B3 Corporate
Family Rating ("CFR"), a B3-PD Probability of Default, and an SGL-2
speculative grade liquidity rating. The outlook is stable. This is
the first time Moody's has rated New Home.
The following rating assignments were made:
B3 Corporate Family Rating
B3-PD Probability of Default
B3, LGD4 rating on the proposed $250 million of senior unsecured
notes due March 15, 2022
SGL-2 speculative grade liquidity rating
Stable rating outlook
RATINGS RATIONALE
The B3 CFR reflects New Homes' limited history, small size and
scale, relatively thin net worth position, and significant
geographic concentration. At the same time, however, the B3 is
supported by a conservative balance sheet for a B3, including pro
forma adjusted debt leverage of about 51% and a completely
unsecured debt capital structure; its solid relationship with The
Irvine Company, which exclusively utilizes New Home as the fee
builder for its own homebuilding entity; and the experience of some
of its key executives and their prior success with John Laing
Homes.
The SGL-2 speculative grade liquidity rating indicates that Moody's
regards New Home's liquidity as good over the next 12 to 18 months.
New Home's pro forma cash position of $158 million will more than
cover the company's expected negative free cash flow while the
undrawn and fully available $260 million unsecured revolver (pro
forma, after the new notes repay borrowings under the revolver)
provide substantial external liquidity. Covenant compliance is
healthy, and the company's all unsecured capital structure provides
it with a largely unencumbered asset base.
The stable rating outlook reflects Moody's expectation that New
Homes' earnings retention will gradually reduce its debt leverage
while other key credit metrics will remain supportive of the B3
rating.
The ratings would benefit from a substantial increase in revenue
generation, scale, net worth, and geographical diversification.
Specifically, revenues exceeding $1 billion, tangible net worth
greater than $500 million, operations in more states than just
California, debt leverage below 50%, interest coverage above 3x
together with continued strong liquidity would qualify New Home for
serious upgrade consideration.
The ratings would come under pressure from debt leverage above 65%,
interest coverage below 1x, impaired liquidity, and growing
negative free cash flow.
The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in April 2015.
Headquartered in Aliso Viejo, California and established in 2009,
New Home designs, builds, and sells largely upper end homes in
Orange County and other parts of Southern California and somewhat
less expensive homes in Northern California. It also acts as a fee
builder for The Irvine Company. For 2016, its revenue mix was 73%
its own home sales and 27% fee build. Going forward, the company
intends to build more lower-priced homes in inland California and
enter the Phoenix, Arizona market. Total revenues and net income
for 2016 were $694.5 million and $21 million, respectively.
NEW HOME: S&P Assigns 'B-' CCR; Outlook Stable
----------------------------------------------
S&P Global Ratings said it assigned its 'B-' corporate credit
rating to The New Home Co. The outlook is stable. At the same
time, S&P assigned a 'B-' issue-level rating and a '3' recovery
rating to the homebuilder's proposed offering of $250 million of
unsecured notes due 2022. The '3' recovery rating reflects S&P's
expectation of meaningful (50%-70%; rounded estimate: 55%) recovery
to debtholders in the event of default.
The New Home Co. Inc. is a homebuilder focused on the design and
construction of luxury homes primarily in California. S&P is
assigning a 'B-' corporate credit rating to the company.
The company plans to use a portion of the proceeds from the note
offering to pay down its existing $118 million of outstanding
borrowings on its revolving credit facility. It will use the rest
of the proceeds to finance future growth and fees associated with
the transaction.
"The stable outlook is supported by The New Home Co. possessing
sufficient land and liquidity to meaningfully improve EBITDA over
the next 12 months," said S&P Global Ratings credit analyst Thomas
O'Toole.
S&P could lower the rating if liquidity becomes constrained,
covenant headroom tightens, or EBITDA growth fails to meaningfully
cover interest obligations over the next 12 months. This could
happen if there is a housing slowdown in any of the company's
markets.
S&P could raise the rating if The New Home Co. increased the size
of its platform, entered new markets, and improved debt to EBTIDA
below 5x.
OLIN CORP: Moody's Affirms Ba1 CFR & Rates $500MM Unsec. Notes Ba1
------------------------------------------------------------------
Moody's Investors Service affirmed all ratings for Olin
Corporation, including the Ba1 Corporate Family Rating ("CFR"), and
assigned Ba1 ratings to the company's $500 million unsecured notes.
Proceeds from the offering will be used to refinance existing debt.
The rating outlook is stable.
Assignments:
Issuer: Olin Corporation
-- Senior Unsecured Regular Bond/Debenture, Assigned Ba1 (LGD4)
Affirmations:
Issuer: Olin Corporation
-- Corporate Family Rating, Affirmed Ba1
-- Probability of Default Rating, Affirmed Ba1-PD
-- Speculative Grade Liquidity Rating, Affirmed SGL-2
-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 (LGD4)
Issuer: Blue Cube Spinco Incorporated
-- Backed Senior Unsecured Regular Bond/Debenture, Affirmed Ba1
(LGD4)
Outlook Actions:
Issuer: Blue Cube Spinco Incorporated
-- Outlook, Remains Stable
Issuer: Olin Corporation
-- Outlook, Remains Stable
"Moody's expects that 2017 will be a pivotal year for Olin
following an evident turn in the chlor-alkali industry in early
2016 and anticipated regulatory-driven capacity closures in Europe
in 2017," said Ben Nelson, Moody's Vice President and lead analyst
for Olin Corporation. "Moody's expects meaningful year-over-year
increases in each quarter in 2017."
RATINGS RATIONALE
The proposed refinancing is credit positive for Olin because it
addresses upcoming debt maturities, including an $590 million term
loan due in 2018, pushes out the closest debt maturity until 2022
-- well after the expected recovery in the chlor-aklali industry,
and loosens financial maintenance covenants in its revolver to
accommodate the longer trajectory of recovery in the chlor-alkali
industry compared to previous expectations at the time of the Dow
acquisition.
The Ba1 CFR balances a business profile that could support
investment-grade ratings consistent with management's
publicly-stated aspirations and credit metrics that are still very
weak for the rating category following a leveraged acquisition of
chlor-alkali and epoxy assets from Dow Chemical in late 2015.
Moody's believes that the chlor-alkali industry troughed in early
2016, but the pace of recovery will remain modest over the next few
quarters as the market awaits capacity reductions in Europe in
advance of the phase-out of mercury cell production technology at
the end of 2017. Moody's expects that prices will remain well below
pre-recession levels. Olin has done a credible job executing on
factors within its control, such as transaction-related synergies,
which have been raised since the acquisition closed, and debt
repayment, which remains on schedule despite lower-than-expected
earnings due to a deeper-than-expected trough in chlor-alkali and
some recent softness in epoxies.
Olin's ability to maintain the Ba1 CFR and stable outlook with
adjusted financial leverage still well above the expected level of
3.5x (Debt/EBITDA) will depend on the company's ability to realize
recent improvements in caustic soda prices and, combined with
internal initiatives, generate continued improvement in
profitability in 2017. Moody's estimates adjusted financial
leverage near 5 times and retained cash flow-to-debt of 11% for the
twelve months ended December 31, 2016. Moody's forecast assumes
that Olin will be able to generate at least $1 billion of EBITDA in
2017, fund upcoming obligations, including a significant payment to
Dow Chemical, with internally-generated cash flow, and that credit
metrics will start improving on a trailing twelve months basis in
the first quarter of 2017.
The stable outlook assumes that Olin will maintain good liquidity
to support operations, including a good projected cushion of
compliance under financial maintenance covenants, and remain on
trajectory to restore credit metrics to levels more appropriate for
the rating by the end of 2017 -- including adjusted financial
leverage below 4 times (Debt/EBITDA) and retained cash flow-to-debt
above 12% (RCF/Debt).
Moody's would likely move to a negative outlook if Olin does not
demonstrate improvement in quarterly earnings on a year-over-year
basis in 2017. Moody's could downgrade the rating with expectations
for adjusted financial leverage sustained above 4 times, retained
cash flow-to-debt sustained below 12%, annual free cash flow
generation sustained below $200 million, substantive deterioration
in liquidity -- including a narrowing cushion of compliance under
financial maintenance covenants. While unlikely to occur in the
near term, Moody's could upgrade Olin's rating with expectations
for adjusted financial leverage sustained below 3 times and
retained cash flow-to-debt sustained above 20%.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.
OLIN CORP: S&P Assigns 'BB' Rating on Proposed $500MM Unsec. Notes
------------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB' issue-level rating to
U.S.-based Olin Corp.'s proposed $500 million senior unsecured
notes due 2027. The recovery rating is '3', indicating S&P's
expectation of meaningful (50% to 70%; rounded estimate: 55%)
recovery in the event of a payment default.
The company plans to use proceeds from the new debt issuance, along
with an upsizing of its senior unsecured revolving credit facility
and term loan A, to repay outstanding indebtedness. The recovery
rating remains '3', indicating S&P's expectation of meaningful (50%
to 70%; rounded estimate: 55%) recovery in the event of a payment
default.
S&P's existing ratings on Olin, including the 'BB' corporate credit
rating, are unchanged. The outlook is stable.
Olin Corp.
Corporate credit rating BB/Stable/--
New Rating
Olin Corp.
Senior Secured
$500 mil notes due 2027 BB
Recovery rating 3 (55%)
Rating Unchanged
Olin Corp.
Senior Unsecured (upsized)
Revolving credit facility BB
Recovery rating 3 (55%)
Term loan A BB
Recovery rating 3 (55%)
OLIVE BRANCH: Bank to Sell Plymouth Property on March 16
--------------------------------------------------------
Norway Savings Bank, as Assignee of Sawin Capital, LLC, is putting
the property of Olive Branch Real Estate Development LLC up for
auction.
The foreclosure sale will take place on March 16, 2017 at 10:30
a.m. The property is located at 6 Gould Terrace, Plymouth, Grafton
County, New Hampshire 03264.
The premises will be sold subject to all unpaid taxes, betterment
assessments, mortgages and all other liens which may be entitled to
precedence over said mortgage.
Terms of the sale:
$10,000.00 cash, certified, bank check or other funds
satisfactory to the mortgagee to be paid at time of sale. Cash,
certified or bank check or other funds satisfactory to the
mortgagee to be paid at time of sale, and the balance to be paid on
delivery of deed on or before 30 days from date of sale, otherwise
deposit shall be deemed liquidated damages.
Norway Savings Bank reserves the right to bid at the sale; to
convey to the next highest bidder upon default of the successful
bidder to complete the sale; to reject any and all bids; and to
announce further terms at the time of sale. The successful bidder
will be required to execute a memorandum of sale.
Norway Savings Bank is represented by:
Alexander S. Buchanan, Esq.
Alexander S. Buchanan, PLLC
30 Temple Street, Suite 201
Nashua, NH 03060
Tel: (603) 882-5129
E-mail: Alec@attorneybuchanan.com
About Olive Branch Real Estate Development
Olive Branch Real Estate Development, LLC, is a real estate
development company with a principal address of 832 Route 3, Unit
#1, Holderness, New Hampshire. It is owned and operated by Gerard
M. Healey. The business has been in operation since 2011.
Olive Branch filed a Chapter 11 petition (Bankr. D.N.H. Case No.
16-11444) on Oct. 13, 2016. The petition was signed by Gerard M.
Healey, managing member. The Debtor is represented by S. William
Dahar II, Esq., at Victor W. Dahar, P.A. At the time of filing,
the Debtor estimated assets at $0 to $50,000 in estimated assets
and liabilities at $100,000 to $500,000.
ORAGENICS INC: Annual Report Contains Going Concern Explanation
---------------------------------------------------------------
Oragenics, Inc. on March 3, 2017, announced that, as previously
disclosed in its Annual Report on Form 10-K for the year ended Dec.
31, 2016, which was filed on Feb. 27, 2017 with the Securities and
Exchange Commission, the audited financial statements contained an
unqualified audit opinion from its independent registered public
accounting firm that included a going concern emphasis of matter
paragraph. See further discussion in footnote 1 to the Company's
financial statements included in the Company's Annual Report on
Form 10-K. This announcement is made pursuant to NYSE MKT Company
Guide Section 610(b), which requires public announcement of the
receipt of an audit opinion containing a going concern paragraph.
This announcement does not represent any change or amendment to the
Company's financial statements or to its Annual Report on Form 10-K
for the year ended December 31, 2016.
About Oragenics, Inc.
Oragenics, Inc. (NYSE:MKT – OGEN.BC) -- http://www.oragenics.com/
-- is focused on becoming a leader in novel antibiotics against
infectious disease and on developing effective treatments for oral
mucositis. Oragenics, Inc. has established two exclusive worldwide
channel collaborations with Intrexon Corporation, a synthetic
biology company. The collaborations allow Oragenics access to
Intrexon's proprietary technologies toward the goal of accelerating
the development of much needed new antibiotics that can work
against resistant strains of bacteria and the development of
biotherapeutics for oral mucositis and other diseases and
conditions of the oral cavity, throat, and esophagus.
OUTER HARBOR: Hearing on Plan & Disclosures OK Set For March 10
---------------------------------------------------------------
A hearing to consider the approval of Outer Harbor Terminal, LLC's
combined plan of reorganization and disclosure statement will be
held on March 10, 2017, at 10:00 a.m. (prevailing Eastern Time).
The Official Committee of Unsecured Creditors filed on Feb. 28 an
objection to the Debtor's Disclosure Statement and Plan. The
Committee requests that the Court deny the Debtor's request for at
least these reasons:
-- the Debtor's motion is an attempt to rush confirmation
without allowing the input of the Committee;
-- the Combined Plan and Disclosure Statement cannot be
approved or confirmed if they deprive the Committee of
their right to investigate the Debtor's assets;
-- the Combined Plan and Disclosure Statement unjustly coerce
creditors to provide releases to the Debtor and the
Debtor's insiders without any real justification;
-- the Plan and Disclosure Statement fail to properly
describe potential significant avoidance actions against
insiders;
-- the Plan and Disclosure Statement fail to disclose the
significance to unsecured creditors of the allowance of
the K-Line claim; and
-- the Debtor has gerrymandered the classification of claims
to cram down interests of general unsecured creditors
without their consent.
A copy of the Objection is available at:
http://bankrupt.com/misc/deb16-10283-557.pdf
The final exclusivity court order extended the Debtor's exclusive
periods within which to file a plan and solicit acceptances to
March 27, 2017, and May 26, 2017, respectively.
About Outer Harbor Terminal
Outer Harbor Terminal, LLC -- aka Ports America Outer Terminal,
LLC, PAOH, and PAOHT -- is an Oakland, California-based port
operator. It is a joint venture between Ports America and Terminal
Investment Ltd.
Outer Harbor is winding down operations. Ports America is leaving
Oakland to concentrate its investments in other terminals that the
company operates in Tacoma, Los Angeles-Long Beach, New York-New
Jersey and Baltimore.
Oakland, California-based port operator Outer Harbor Terminal, LLC,
filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283)
on Feb. 1, 2016. The petition was signed by Heather Stack, chief
financial officer. The case is assigned to Judge Laurie Selber
Silverstein.
The Debtor disclosed $103 million in assets and $370 million in
debt.
Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general
counsel. Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as its Delaware counsel. Prime Clerk LLC is the
claims and noticing agent.
The U.S. Trustee for Region 3 has appointed three creditors to
serve in the Debtor's official committee of unsecured creditors.
Brinkman Portillo Ronk, APC, and Rosner Law Group LLC represent the
Committee.
OUTFRONT MEDIA: Moody's Assigns Ba1 Rating to $430MM Term Loan
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to OUTFRONT Media
Inc's subsidiary, Outfront Media Capital LLC's new $430 million
revolver due 2022 and proposed $670 million term loan B due 2024.
The existing Ba3 corporate family rating (CFR) of OUTFRONT Media
Inc. and the B1 rated senior unsecured notes due 2022, 2024, and
2025 issued by its subsidiary will remain unchanged. The outlook
remains stable.
The use of proceeds of the term loan is the repayment of the
existing $660 million term loan B due 2021 and transaction related
expenses. The transaction extends the maturity date of its credit
facility while increasing debt by approximately $10 million. The
ratings on the existing revolver and term loan B will be withdrawn
after repayment.
A summary of Moody's actions are as follows:
Outfront Media Capital LLC
New $430 million revolver due 2022 assigned a Ba1 (LGD2)
New $670 million term loan B due 2024 assigned a Ba1 (LGD2)
The ratings are subject to review of final documentation and no
material change in the terms and conditions of the transaction as
provided to Moody's.
RATINGS RATIONALE
OUTFRONT Media Inc.'s Ba3 CFR reflects its market position as one
of the largest outdoor advertising companies in the US with
positions in all the top 25 markets and over 150 markets in the US
and Canada. The company is expected to generate good free cash
flow, although the vast majority is expected to be distributed to
shareholders as it operates as a REIT. As the required distribution
is based on taxable earnings and it is after interest and taxable
depreciation of capital, Moody's expects the company to have
adequate resources to manage all required liabilities. The
continued conversion of traditional static billboards to digital is
expected to support revenue and EBITDA growth although the company
has historically spent substantially less than its largest
competitors on digital displays. The outdoor advertising industry
benefits from restrictions on the supply of billboards which help
support advertising rates and high asset valuations. Leverage
pro-forma for the transaction as of Q4 2016 was 5.1x (excluding
Moody's standard lease adjustments), which is at the high end for
the current Ba3 CFR. As a result, additional debt issuance or weak
operating performance could put downward pressure on the ratings.
EBITDA margins are good, but are below the industry average of its
US competitors at approximately 28% as calculated by Moody's due to
its lower margin transit business. The outdoor industry also
remains vulnerable to consumer ad spending and OUTFRONT derives a
significant amount of revenue from national advertisers and has
elevated business concentrations in both New York City and Los
Angeles. The company also has a material contract up for renewal
with the New York Metropolitan Transit Authority (MTA). Moody's
expects the company to continue to evaluate additional acquisitions
that could be funded with cash, debt, or equity.
Moody's expects OUTFRONT to maintain good liquidity as reflected by
its SGL-2 liquidity rating. Liquidity is supported by the company's
new $430 million revolver due 2022 with no borrowings and $32
million of LCs outstanding as of Q4 2016, and an additional $80
million L/C facility which had $68 million outstanding as of Q4
2016. Capex is expected to be approximately $65 to $70 million in
2017. The company has good free cash flow prior to shareholder
distributions. While the distribution of free cash flow to
shareholders will limit the amount of cash on the balance sheet,
the required distributions would decline as taxable earnings
decline. The company has access to additional sources of liquidity
to maintain the distribution level despite a decline in the
required distribution rate. If the company retained its
distribution rate above the amount of free cash flow for an
extended period of time, the liquidity position would deteriorate.
The term loan facility is covenant lite, but the revolver is
subject to a maximum consolidated net secured leverage ratio when
drawn of 4x compared to a ratio of 1.3x as of Q4 2016. Moody's
anticipates the company will maintain a significant cushion of
compliance. The company also has the ability to issue Incremental
term loans in the amount of $450 million plus an unlimited amount
subject to an incurrence test of 3.5x the net secured leverage
ratio.
The rating outlook is stable and Moody's expects low single digit
organic revenue growth in 2017. EBITDA growth is anticipated to be
slightly higher as margins expand due to cost saving efforts.
Moody's also projects the company will continue voluntary debt
repayments that will lead to additional deleveraging. However, the
need to renew the MTA contract elevates uncertainty in Moody's
outlook and increases risk to the downside.
An upgrade is unlikely in the near term given the high leverage
level for the existing rating. Leverage would need to decrease
below 3.5x (excluding Moody's standard adjustments) and the company
would need to demonstrate both the desire and ability to sustain
leverage below that level while maintaining a good liquidity
position. Positive organic revenue growth would also be required.
The ratings could face downward pressure if leverage is maintained
above 5x (excluding Moody's standard adjustments) for an extended
period of time driven by debt funded acquisitions, debt funded
stock buybacks, a decline in earnings triggered by a loss of a
significant contract, or material drop in advertising spending. A
deterioration in its liquidity position could also trigger a
downgrade.
The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in February
2017.
OUTFRONT Media Inc. (OUTFRONT) (fka CBS Outdoor Americas Inc.) is
one of the leading outdoor advertising companies with operations
primarily in the US in addition to Canada. The company was
previously an operating subsidiary of CBS Corporation and in July
2014 began operating as a REIT. In October 2014, OUTFRONT completed
the acquisition of certain outdoor assets from Van Wagner
Communications, LLC (Van Wagner) for $690 million. In April 2016,
the company sold its Latin America outdoor assets to JCDecaux S.A
for approximately $82 million in cash. The company's reported
revenues were approximately $1.5 billion as of Q4 2016.
OUTFRONT MEDIA: S&P Rates $1.1-Bil. Secured Loans 'BB+'
-------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '1'
recovery rating to Outfront Media Capital LLC's proposed
$670 million senior secured term loan due 2024 and $430 million
revolving credit facility due 2022. The '1' recovery rating
indicates S&P's expectation for very high recovery (90%-100%;
rounded estimate: 95%) of principal in the event of a payment
default.
The proposed credit facilities will extend the company's debt
maturity profile and replace its outstanding $660 million term loan
B and revolving credit facility.
S&P's 'BB-' corporate credit rating and stable rating outlook on
the company's parent, Outfront Media Inc., are not affected by the
proposed transaction.
Outfront Media Capital Corp. is a co-borrower on the new debt.
RATINGS LIST
Outfront Media Inc.
Corporate Credit Rating BB-/Stable/--
New Ratings
Outfront Media Capital LLC
Outfront Media Capital Corp.
Senior Secured
$670 mil term loan due 2024 BB+
Recovery Rating 1(95%)
$430 mil revolving credit facility due 2022 BB+
Recovery Rating 1(95%)
OUTSOURCING STORAGE: May Use Cash Collateral Until March 9
----------------------------------------------------------
The Hon. Robert N. Opel, II, of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania has granted Outsourcing Storage,
Inc., interim permission to use cash collateral.
A copy of the budget is available at:
http://bankrupt.com/misc/pamb17-00581-11b.pdf
In the event any objections are filed to the cash collateral use, a
final hearing will be held on March 9, 2017, at 10:00 a.m.
The Internal Revenue Service is granted a replacement lien in the
Debtor's post-Petition cash collateral consisting of inventory,
receivables, cash and proceeds, to the extent the lien exists and
in the priority as exists pre-Petition, to the extent there is a
diminution in value of the IRS' post-petition cash collateral
position. In the event that post-petition cash collateral is
insufficient to provide an amount equal to diminution, then the IRS
is granted an administrative claim having priority over all other
administrative claims except for amounts owed for fees to
professionals in this case and fees to the U.S. Trustee's Office.
The IRS filed liens against the Debtor for alleged amounts in
excess of $1 million. The Debtor disputes that the liens are
properly filed as to the Debtor. Nonetheless, the liens may act as
a lien against the accounts receivable of the Debtor created 45
days after the entry of the liens.
The Debtor currently has 68 employees. The Debtor is operating and
needs to retain employees to continue operations. The Debtor said
in its motion filed on Feb. 15 that unless it is allowed to pay its
expenses and continue its operations, great harm will occur to the
Debtor and to its estate as well as to the Debtor's creditors.
About Outsourcing Storage
Outsourcing Storage, Inc., is engaged in a warehousing, storage and
shipping business for companies throughout the United States.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M. D. Pa. Case No. 17-00581) on Feb. 13, 2017. The
case is assigned to Judge Robert N. Opel II.
At the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of less than $50,000.
Cunningham, Chernicoff & Warshawsky, P.C., has been tapped to serve
as legal counsel to the Debtor.
PALADIN ENERGY: Taps EE Tradeco Prexy as Manager
------------------------------------------------
Paladin Energy Corp. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to hire a manager in connection
with the sale of its assets.
The Debtor proposes to hire Tom Ervin, president of EE Tradeco,
LLC, to make all decisions regarding the sale of most of its oil
and gas assets, excluding its interest in Clearwater SWD, LLC and
any avoidance action.
Mr. Ervin will receive an advisory fee of $10,000. In addition to
the advisory fee, he will be paid an hourly rate of $250, with fees
not to exceed $7,500 per month, and will receive reimbursement for
work-related expenses.
.
In a court filing, Mr. Ervin disclosed that he is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Tom Ervin
EE Tradeco, LLC
4925 Greenville Avenue, Suite 570
Dallas, TX 75206
Tel: (214) 363-2401
About Paladin Energy
Paladin Energy Corp., in existence since 1997, is in the oil and
gas business. Specifically, Paladin is a producer, owning or
otherwise having interests in numerous wells in Texas and New
Mexico from which the Debtor extracts oil and gas for sale to third
parties.
Paladin Energy sought chapter 11 protection (Bankr. N.D. Tex. Case
No. 16-31590) on April 21, 2016. The Debtor estimated assets and
debt of $10 million to $50 million.
The Debtor is represented by Davor Rukavina, Esq., at Munsch,
Hardt, Kopf & Harr, P.C., in Dallas, Texas.
MUFG, the Debtor's biggest creditor, holding over 97% of the total
value of claims in the case, is represented by David M. Bennett,
Esq., and Steven Levitt, Esq., at Thompson & Knight LLP, in Dallas,
Texas; and Tye C. Hancock, Esq., at Thompson & Knight LLP, in
Houston, Texas.
PARETEUM CORP: Appoints Luis Jimenez Tunon as Independent Director
------------------------------------------------------------------
Pareteum Corporation appointed Luis Jimenez Tunon as an independent
director of the Company effective March 1, 2017.
Prior to joining the Company, Mr. Jimenez Tunon held a number of
management positions in leading high-technology companies. Mr.
Jimenez Tunon is currently CEO of Red Queen Ventures, S.L. a global
high-tech advisory and investment company which he recently
founded. From 2011 to 2016 Mr. Jimenez Tuonn served as CEO of
Vodafone Enabler S.L., the cutting edge digital mobile operator
fully owned by the Vodafone Group in charge of MVNOs, Vodafone
Spain's second brand (Lowi.es - best Spanish MVNO 2015 & 2016) and
of International Advanced Enabling Services for the Vodafone Group.
Mr. Jimenez Tunon pioneered this start-up in 2011 and grew
businesses up to hundreds of millions euros in yearly revenue and
profit as well as achieving remarkable international expansion.
From 2013 to 2016, Mr. Jimenez Tunon also served as senior vice
president at Vodafone Spain, working as Chief of Wholesale Business
(MVNOs, Enablers, Carriers, Roaming and Interconnection). Prior to
Vodafone Enabler, Mr. Jimenez Tunon was vice president of Strategy,
and before Executive for Strategic Projects at Vodafone Spain,
company he joined in 2006. Beginning his career in the satellite
industry in 2002, Mr. Jimenez Tunon held various positions
including Research engineer at the National Space Institute of
Denmark and later Deputy Commercial Director of INSA until 7/2006,
-today ISDEFE- the largest aerospace company in Spain -by number of
employees- working for NASA and ESA.
Mr. Jimenez Tunon earned an Executive MBA from EOI Business School,
a Master Degree in Wireless Communications from Polytechnic
University of Madrid and an MSc in Telecommunications Engineering
from University of Zaragoza in cooperation with Technical
University of Denmark (DTU). He is also Stanford Executive
Management Program (SEP) from the Graduate School of Business (GSB)
of the Stanford University in California. Mr. Jimenez Tunon has
received several professional and academic awards at international
and national level. He has lived in Spain, Denmark, France and
Ireland and worked with a large number of companies and
institutions in Europe, US, Latin America and Middle East. Along
with his executive career, Mr. Jimenez Tuñon has been guest
speaker at international business summits and has published several
papers. He is also Stanford's GSB lifetime Alumni.
Mr. Jimenez Tunon will receive customary compensation for his
service as a director equal to other directors of the Company.
Since the beginning of the Company's last fiscal year, Mr. Jimenez
Tunon has not been a party to any transaction, or any currently
proposed transaction, in which the Company was or is to be a
participant and the amount involved exceeds $120,000, or in which
any related person of Mr. Jimenez Tunon had or will have a direct
or indirect material interest.
About Pareteum Corp
New York-based Pareteum Corporation (NYSEMKT: TEUM), formerly known
as Elephant Talk Communications, Inc. -- http://www.pareteum.com/
-- is an international provider of business software and services
to the telecommunications and financial services industry.
Elephant Talk reported a net loss of $5.00 million on $31.0 million
of revenues for the year ended Dec. 31, 2015, compared to a net
loss of $21.9 million on $20.4 million of revenues for the year
ended Dec. 31, 2014.
As of Sept. 30, 2016, Pareteum had $15.26 million in total assets,
$21.66 million in total liabilities and a total stockholders'
deficit of $6.40 million.
Squar Milner, LLP, formerly Squar Milner, Peterson, Miranda &
Williamson, LLP, in Los Angeles, California, 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, has an accumulated deficit of
$256 million and has negative working capital. This raises
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.
PATRIOT SOLAR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Patriot Solar Group, LLC
dba Patriot Solar
1007 Industrial Blvd.
Albion, MI 49224
Case No.: 17-00984
Chapter 11 Petition Date: March 6, 2017
Court: United States Bankruptcy Court
Western District of Michigan (Grand Rapids)
Judge: Hon. John T. Gregg
Debtor's Counsel: Cody H. Knight, Esq.
RAYMAN & KNIGHT
141 East Michigan Ave, Ste 301
Kalamazoo, MI 49007
Tel: (269) 345-5156
E-mail: courtmail@raymanknight.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jeffery J. Mathie, manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/miwb17-00984.pdf
PEABODY ENERGY: Unveils Members of Post-Emergence Board
-------------------------------------------------------
Peabody Energy on March 6, 2017, disclosed that the company's board
of directors that would serve following emergence from Chapter 11
has been selected. The new board will be designated as part of the
company's amended plan of reorganization, which was expected to be
filed on March 6 with the U.S. Bankruptcy Court for the Eastern
District of Missouri. Subject to the court confirming the
company's plan, the term of the new board members would begin upon
the company's emergence from Chapter 11.
The nine-person board was chosen through a framework under the plan
of reorganization, and includes eight independent directors under
New York Stock Exchange rules. The composition of the new board
would include the President and Chief Executive Officer Glenn
Kellow, a director chosen by Peabody, selections by two large
creditor groups, and five directors chosen through a board advisory
search process.
"The selection of these distinguished directors marks the
achievement of another milestone as Peabody prepares for emergence,
and I look forward to working with each of these highly
accomplished and talented individuals," said Mr. Kellow. "I am
confident that this board will represent the independence, skills
and expertise to govern and guide Peabody forward into the next
phase of our 134-year history. I also want to sincerely thank
Peabody's board members who would depart following emergence for
their outstanding service and dedication to the company during
their tenures."
Subject to plan confirmation, the post-emergence board would be
comprised of the following directors:
-- Glenn Kellow – President and CEO of Peabody Energy.
-- Nicholas Chirekos – Former North America Head of Mining,
J.P. Morgan.
-- Stephen Gorman – President and CEO of Borden Dairy Company;
Former Chief Operating Officer of Delta Air Lines.
-- Joe Laymon – Vice President of Human Resources and
Corporate Services for Chevron Corporation; Former Group VP for
Ford Motor Company.
-- Teresa Madden – Former EVP and CFO of Xcel Energy, Inc.
-- Robert Malone – Former Chairman of the Board and President
of BP America Inc.
-- Kenneth Moore – Former Managing Director of First Reserve
Corporation.
-- Michael Sutherlin – Former President and CEO of Joy Global
Inc.
-- Shaun Usmar – CEO of Triple Flag Mining Finance Ltd.;
Former Senior Executive Vice President and CFO of Barrick Gold.
A hearing to consider confirmation of the plan by the U.S.
Bankruptcy Court for the Eastern District of Missouri is scheduled
to commence on March 16, 2017. The current board of directors is
expected to remain in place until the new board assumes its
responsibilities upon emergence, subject to plan confirmation.
Post-Emergence Board of Peabody Directors (Subject to Plan
Confirmation)
Glenn Kellow was named Peabody President and Chief Operating
Officer in August 2013, President, Chief Executive Officer-elect
and a director in January 2015 and President and Chief Executive
Officer in May 2015. Mr. Kellow has extensive experience in the
global resource industry, where he has served in multiple
executive, operational and financial roles in coal and other
commodities in the United States, Australia and South America. From
1985 to 2013, Mr. Kellow served in a number of roles with BHP
Billiton, the world's largest mining company, including senior
appointments as President, Aluminum and Nickel (2012-2013),
President, Stainless Steel Materials (2010-2012), President and
Chief Operating Officer, New Mexico Coal (2007-2010), and Chief
Financial Officer, Base Metals (2003-2007). He is a director and
executive committee member of the World Coal Association, the U.S.
National Mining Association, and the International Energy Agency
Coal Industry Advisory Board. Mr. Kellow is a graduate of the
Advanced Management Program at the University of Pennsylvania's
Wharton School of Business and holds a Master of Business
Administration and a Bachelor Degree in Commerce from the
University of Newcastle. He holds an Honorary Doctor of Science
from the South Dakota School of Mines and Technology.
Nicholas Chirekos served in various financial advisory roles at
J.P. Morgan Securities Inc. from 1987 until his retirement in 2016.
He was most recently the Managing Director, North America Head of
Mining from 2002 to 2016. Prior to that, he served as the Global
Head of Mining and Metals. In 2005 Mr. Chirekos served on the
Board of Directors of The Mineral Information Institute. He earned
a Bachelor of Science from the University of Denver and a Master of
Business Administration from New York University.
Stephen Gorman has served as the President and Chief Executive
Officer of Borden Dairy Company since 2014. Prior to joining
Borden Dairy, he was with Delta Air Lines, Inc. from 2007 to 2014,
where he was the Chief Operating Officer. From 2003 to 2007 Mr.
Gorman served as the President and Chief Executive Officer of
Greyhound Lines, Inc. Mr. Gorman was also the Executive Vice
President, Operations Support and President, North America for
Krispy Kreme Doughnuts, Inc. from 2001 to 2003. Other
directorships include ArcBest Corporation, Grupo Aeromexico, S. A.
B. de C. V. and Bradley University. He earned a Bachelor of
Science from Eureka College and a Master of Business Administration
from Bradley University.
Joe Laymon has been the Vice President, Human Resources and
Corporate Services for Chevron Corporation since 2008. Prior to
joining Chevron, Mr. Laymon worked at Ford Motor Company from 2000
to 2008, where he was the Vice President, Human Resources and later
the Group Vice President, Corporate Human Resources and Labor
Affairs. He also served as the Vice President, Human Resources,
U.S. and Canada Region for Eastman Kodak Company from 1996 to 2000.
Other directorships include Clark Atlanta University,
BoardRoomIQ.com and United Way of the Bay Area. Mr. Laymon earned
a Bachelor of Science from Jackson State University and a Master of
Arts in Economics from the University of Wisconsin.
Teresa Madden retired from Xcel Energy, Inc. in May 2016, where she
was employed from 2003 and served most recently as Executive Vice
President and Chief Financial Officer from 2011 to 2016. Prior to
joining Xcel Energy, she was the Controller at Rogue Wave Software,
Inc. From 1979 to 2000, she was the Controller and Manager at Xcel
Energy. She also served as an Executive in Residence at the
University of Colorado's Global Energy Management Program during
the 2016-2017 school year. Other directorships include the Public
Education & Business Coalition. She earned a Bachelor of Science
from Colorado State University and a Master of Business
Administration from Regis University.
Robert Malone currently serves as Peabody Energy Chairman of the
Board. He was elected Executive Chairman, President and CEO of
First Sonora Bancshares, Inc., a financial services holding
company, in October 2014. He also serves as Chairman, President
and Chief Executive Officer of the First National Bank of Sonora,
Texas, a position he held since October 2009. He is a retired
Executive Vice President of BP plc and the retired Chairman of the
Board and President of BP America Inc., at the time the largest
producer of oil and natural gas and the second largest gasoline
retailer in the United States. He served in that position from
2006 to 2009. Mr. Malone previously served as Chief Executive
Officer of BP Shipping Limited from 2002 to 2006, as Regional
President Western United States, BP America Inc. from 2000 to 2002
and as President, Chief Executive Officer and Chief Operating
Officer, Alyeska Pipeline Service Company from 1996 to 2000. Mr.
Malone previously served in senior positions with Kennecott Copper
Corporation. Other directorships include Halliburton Company and
Teledyne Corporation. Mr. Malone holds a Bachelor of Science in
Metallurgical Engineering from The University of Texas at El Paso
and a Master of Science in Management from Massachusetts Institute
of Technology.
Kenneth Moore has served as President of KWM Advisors LLC since
2016. Before that, he was the Managing Director of First Reserve
Corporation, a private equity and infrastructure investment firm
focused on energy from 2004 to 2015. From 2000 to 2004 he served as
a Vice President at Morgan Stanley & Co. Other directorships
include Cobalt International Energy, Inc. and the SEAL Legacy
Foundation. He earned a Bachelor of Arts from Tufts University and
Master of Business Administration from Cornell University.
Michael Sutherlin currently serves on the Peabody Energy Board of
Directors. Mr. Sutherlin served as the President and Chief
Executive Officer of Joy Global Inc., a mining equipment and
services provider from 2006 to 2013. From 2003 to 2006, he served
as Executive Vice President of Joy Global Inc. and as President and
Chief Operating Officer of its subsidiary, Joy Mining Machinery.
Prior to joining Joy Global Inc., Mr. Sutherlin served as President
and Chief Operating Officer of Varco International, Inc. Mr.
Sutherlin holds a Master of Business Administration from University
of Texas at Austin and Bachelor of Business Administration in
Industrial Management from Texas Tech University.
Shaun Usmar founded Triple Flag Mining Finance Ltd. in April 2016
and serves as its Chief Executive Officer. Before founding Triple
Flag, Mr. Usmar was a Senior Executive Vice President and Chief
Financial Officer at Barrick Gold, the world's largest gold mining
company, where he helped to restructure the company from November
2014 to April 2016. During part of 2014, Mr. Usmar was the
Managing Partner of Magris Resources Inc. He also served as the
Chief Financial Officer of Xsrata Nickel from 2006 to 2013. He
earned a Bachelor of Science from University of Witwatersrand in
South Africa and a Master of Management from J.L. Kellogg Graduate
School of Management.
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.
PENNSVILLE 8 URBAN: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Pennsville 8 Urban Renewal, LLC
200 Campbell Drive, Suite 200
Willingboro, NJ 08046
Case No.: 17-14388
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: March 6, 2017
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Judge: Hon. Michael B. Kaplan
Debtor's Counsel: Brian W. Hofmeister, Esq.
LAW FIRM OF BRIAN W. HOFMEISTER, LLC
3131 Princeton Pike
Bldg. 5, Suite 110
Lawrenceville, NJ 08648
Tel: 609-890-1500
Fax: 609-890-6961
E-mail: bwh@hofmeisterfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by William Juliano, managing member,
Pennsville 8 Manager, LLC.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/njb17-14388.pdf
PICO HOLDINGS: Bloggers Call UCP Earnings Spin "Deceptive"
----------------------------------------------------------
PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a
diversified holding company reporting recurring losses since 2008.
PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water
Company, Inc., a securities portfolio and various interests in
small businesses. PICO has $662 million in assets and $426 million
in shareholder equity. Central Square Management LLC and River Road
Asset Management LLC collectively own more than 11% of PICO. Other
activists at http://ReformPICONow.com/(RPN) have taken to the
Internet to advance the shareholder cause.
PICO subsidiary UCP, released fourth quarter 2016 earnings on
February 27. The bloggers observe that since the release, UCP
"stock has fallen 5%. UCP continues to destroy shareholder value.
Dustin Bogue and James Pirrello, CEO and CFO respectively, spoke
nonsense on the Earnings Call. If UCP hoped its 2016 performance
would win over some shareholders, it failed. By all indications,
UCP is in trouble."
The bloggers observe that UCP claimed earnings per share of $1.15
and a return on equity of 6.5%. In the press release, UCP
announces, "Net Income Increases to Record $1.15 Per Share of Class
A Common Stock, Including $0.31 One-time Benefit in Full Year
2016." On the Earnings Call, CEO Bogue stated that "Core Earnings"
were $.81 cents per share.
"All these statements are nonsense," state the bloggers. After
several adjustments to the financial statements, the bloggers
write, "This leaves us with Pretax Income at $9,405 million. We
incorporate a reasonable provision for income taxes. Given UCP's
concentration in California, a blended rate of 38% is appropriate.
Multiplying $9,405 million by 0.38 gives us a tax provision of
$3,574 million and Net Income of $5,831 million. For RPN, UCP's
2016 economic Net Income is $5,831 million or $.32 cents per share,
or 60% less than the $.81 cents provided in the UCP press release.
"Reported return on equity is 6.5%, but true economic return on
equity is 2.6%, also 60% less. At a 2.6% yield, investors could buy
a 10-year Treasury bond and earn almost the same return. With no
risk.
"So who is right -- UCP or RPN? We offer three pieces of evidence:
a) Since the earnings were released, UCP stock has fallen 5%;
b) Respected builder research house Zelman & Associates
released a report on UCP entitled "Improvement Continues But
Valuation Discount Justified;" and
c) At $10.85 per share, UCP trades at a 15% discount to book
value.
"By the way, UCP is the only homebuilder with a debt to capital
ratio in the 40%s that trades at such a discount to net equity.
"Let's calculate economic value destroyed. If we assume $222
million in average equity capital employed and an equity cost of
capital of 12%, UCP had to earn about $27 million to economically
justify its existence. As UCP only earned about $6 million in 2016,
it is fair to say that UCP destroyed $21 million in shareholder
capital -- or $1.11 per share."
The bloggers state they are unhappy with the UCP communication on
the Earnings Call. "The UCP Q4 Earnings Call was an exercise in
ridiculousness. Mr. Bogue and Mr. Pirrello tried to portray UCP's
situation as optimistic and stable. Despite that UCP is in real
financial trouble, these men desperately and futilely tried to
convince investors that they were playing offense," they say.
"Don't believe it for a second. UCP's financial problems are
pending and real. Financial distress is starting to show up in
UCP's operations. We had hoped Mr. Pirrello would be above such
tomfoolery, but apparently Mr. Bogue's penchant for guile has found
a new supplicant.
"We have several questions for Messsrs. Bogue and Pirrello:
a) If UCP is so financially confident, why did share
repurchases slow to a crawl?
b) If UCP has such financial flexibility, why did lots in the
West decline?
c) If UCP's operations are so efficient, why was backlog up an
unhealthy 45%?
d) If money is no problem, why did land purchases slow and
community count remain stagnant?
e) If UCP is stable, why don't you have alternative funding 4
months after the failed debt issuance?
"The list goes on. We believe that Messrs. Bogue and Pirrello are
trying to portray stability when imminent financial distress is the
reality. Indicators of economic stress are showing up in many of
UCP's metrics. Executives can lie, but in UCP's case, the numbers
do not."
The bloggers observe that the UCP share repurchase has slowed
dramatically. They note, "UCP repurchased 22,710 Class A shares at
roughly $11 per share during the quarter. We view this as an
excellent capital allocation decision, albeit microscopic in size.
At this pace -- $250,000 per quarter -- UCP will not complete the
buyback before the authorization expires on June 1, 2018. In fact,
at this cadence, UCP won't even complete half of the allocation.
When the authorization was announced, we mocked the small size and
the extended timeline. Turns out, our sarcasm wasn't ambitious
enough."
The bloggers express worry over UCP's looming debt maturity and
weak financial condition. They say, "Four months have passed since
UCP's failed debt offering. UCP continues to manifest a false and
desperate confidence that everything is under control. On the
Earnings Call, Mr. Pirrello mentioned that UCP entered into a $25
million secured borrowing base facility at LIBOR plus 275.
"That's kinda cute, but what is $25 million going to do against
over $140 million in debt maturities this year?
"The most humorous suggestion came when Mr. Pirrello implied that
UCP could use internally generated funds to repay some of 2017's
debt maturities.
"What internally generated funds?
"UCP earns barely any profit. Does Mr. Pirrello mean UCP will
shrink the balance sheet by tens of millions of dollars, using home
sales proceeds to pay off debt in an effective liquidation of the
business?"
The bloggers admonish the UCP Executives for what they perceive to
be deceptive communication. "It was an awful Q4 and an awful year
for UCP. The false words of Messrs. Bogue and Pirrello do not
change the economic results. We don't mind abject incompetence per
se; we do mind when ineptitude is combined with deception. UCP is
facing a real problem. It is likely America's worst public
homebuilder with the worst CEO, and it has debt maturities worth
about 33% of its balance sheet coming due within 8 months.
"We hope that on the next Earnings Call and the Annual Meeting,
Messrs. Bogue and Pirrello aspire to communicate with owners with
greater honesty and integrity. They aren't fooling anyone and
deceptive communication just makes them look incompetent AND
dishonest."
The bloggers explain UCP's potential Boardroom strategy in regards
to PICO's alternative Director nomination. "PICO is aggressive, if
not hostile, in its latest 13D/A, proposing a nominee to replace
lame duck Director Kathleen Wade and proffering 7 corporate
governance improvement measures. We don't know if this is just one
step in the negotiation tango or a true warning shot. Who will win
this microcap boardroom battle?
"UCP holds the high card for this year. Any time before the Annual
Meeting, UCP can shrink the number of Directors on its Board by
one, removing Mrs. Wade's Seat from contention. Once done, UCP will
have entrenched its three Legacy Directors: Mr. Bogue, Michael
Cortney and Peter Lori. From that point forward until the 2018
Annual Meeting, these men would square off against PICO's two
Directors, Max Webb and Eric Speron. On matters of import, like
selling the company or improvements to corporate governance, voting
results would be a predictable 3-2, placing UCP management's
interests ahead of shareholders' interests.
"UCP owners and PICO would have to wait until 2018 for a shot at
control of the Board (and even then, UCP could expand it).
"While UCP has a temporary high card in its pocket, it is not a
foregone conclusion that this card will be played. If Messrs.
Bogue, Cortney, Lori and Mrs. Wade take rogue action against
shareowners, there would be significant negative consequences.
First, proxy advisory firms ISS and Glass Lewis will frown. Second,
Messrs. Bogue, Cortney, Lori and Mrs. Wade will be harshly
criticized and their professional reputations will suffer. Third,
shareowners will revolt, express scorn and may take unexpected
measures. Fourth, PICO will likely take legal action. Fifth, this
may have unintended consequences for UCP; PICO is its 57% owner.
"If Messrs. Cortney, Bogue, Lori and Mrs. Wade do go rogue and
shrink the Board, expect a press release which articulates a false
justification. UCP will cite expense reduction and streamlined
decision-making as motivation for the entrenchment that is abusive
to owners. Don't believe any such press release. If UCP shrinks the
Board, it will be only to further entrench Messrs. Cortney, Bogue
and Lori in their cozy and lucrative Directorships.
"UCP has been economic quicksand and its Board has perpetrated poor
corporate governance. Mr. Bogue is overpaid and just received an
undeserved raise. UCP's operations are uncompetitive; it has built
almost no equity capital in 3.5 years as a public entity while
competitors have galloped ahead. We characterize UCP's
communication with owners as dishonest. By every metric, UCP is
sub-average and for the third consecutive year, investors could
earn a higher return in US Government bonds than UCP earns on
shareholder capital. The evidence doesn't get much more
persuasive.
"The only people who have benefited from UCP's existence the last
3-1/2 years are its Directors, Executives, Employees and
Contractors. UCP has been a wealth transfer machine, taking
shareholder capital and distributing it to others, with nothing
left for owners.
"We understand the reluctance of Messrs. Cortney and Bogue to sell
UCP. Michael Cortney will never be Chairman of anything again. He
was probably never Chairman material to begin with, and he has done
an awful job at UCP.
"Dustin Bogue faces the same situation: He will never be CEO of
anything again. Like Mr. Cortney, Mr. Bogue was probably never CEO
material. He came to PICO when John 'The Juicer' Hart purchased Mr.
Bogue's budding land developer in 2008. Later, Mr. Bogue was
personally bailed out by Juicer using PICO shareholders' funds. Mr.
Bogue was party to the busted Red Hawk land deal, where a bank was
poised to seize his personal assets when Juicer came to his rescue.
This is not conduct befitting a CEO.
"Both Messrs. Cortney and Bogue have one thing in common: their
ascendant positions are the result of John Hart, probably the most
incompetent and corrupt CEO we have ever seen. In other words, both
Messrs. Cortney and Bogue owe their undeserved elevated status to
foolish and flawed judgment in the extreme. This history is
unlikely to repeat itself, hence Messrs. Cortney and Bogue cling to
their offices with the desperation of drowning men.
"The UCP situation represents a peculiarity of American corporate
governance: four incompetent and self-interested Directors hold two
entire shareholder bases hostage. We are certain that a poll of
PICO and UCP owners would almost unanimously vote for a sale. Yet
these four -- Michael Cortney, Dustin Bogue, Peter Lori and
Kathleen Wade -- despite destroying millions of dollars in value
for owners -- refuse to take economically sensible and just action.
In exclusive pursuit of their self-interest at the expense of
hundreds of owners, they refuse to put UCP up for sale. If karma is
a reality, we expect these Directors to suffer a similar fate as
the Legacy Directors at PICO.
"Some people have to learn the hard way."
PIEDMONT MINOR: PCO Appointment Not Necessary, Court Says
---------------------------------------------------------
Judge Mary Grace Diehl of the U.S. Bankruptcy Court for the
Northern District of Georgia entered an Order providing that the
U.S. Trustee need not to appoint a patient care ombudsman for
Piedmont Minor Emergency Clinic.
The Order was made pursuant to the Debtor's Motion for Entry of
Order Finding the Appointment of a Patient Care Ombudsman Is Not
Necessary. The Court noted that nothing contained in the Order
will act as a bar to a subsequent request by the United States
Trustee or other party in interest seeking the appointment of a
Healthcare Ombudsman upon a change in circumstances by the Debtor.
As previously reported by The Troubled Company Reporter, Maria
Walker, MD, the sole shareholder of the
Debtor, in support of the motion asking the Bankruptcy Court to
find the appointment of a PCO as not necessary, related that the
Debtor offers medical services, including the diagnosis and
treatment of injury or disease, to the general public. She asserted
that if the Court were to appoint a PCO, the financial impact that
the additional cost of an ombudsman would make the reorganization
extremely difficult, if not impossible.
The Debtor, thus asserted that, the additional cost of an ombudsman
in the likelihood of a successful reorganization is significant.
Therefore, the Debtor asks the Court to enter an order finding
that
the appointment of a patient care ombudsman is not necessary for
the protection of the patients.
About Piedmont Minor Emergency Clinic
Piedmont Minor Emergency Clinic filed a voluntary Chapter 11
petition (Bankr. N.D. Ga. Case No. 17-50593) on January 11, 2017,
and is represented by Edward F. Danowitz, Esq., at Danowitz Legal,
P.C., in Atlanta, Georgia.
PROFICIO BANK: In Receivership; Cache Valley Bank Assumes Deposits
------------------------------------------------------------------
Proficio Bank, Cottonwood Heights, Utah, was closed March 3, 2017,
by the Utah Department of Financial Institutions, which appointed
the Federal Deposit Insurance Corporation (FDIC) as receiver. To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Cache Valley Bank, Logan, Utah, to assume
all of the deposits of Proficio Bank.
According to a statement by the FDIC, the sole branch of Proficio
Bank will reopen as a branch of Cache Valley Bank during its normal
business hours. Depositors of Proficio Bank will automatically
become depositors of Cache Valley Bank. Deposits will continue to
be insured by the FDIC, so there is no need for customers to change
their banking relationship to retain their deposit insurance
coverage up to applicable limits. Customers of Proficio Bank should
continue to use their existing branch until they receive notice
from Cache Valley Bank that it has completed systems changes to
allow other Cache Valley Bank branches to process their accounts,
as well.
The evening of March 3 and over the weekend, depositors of Proficio
Bank can access their money by writing checks or using ATM or debit
cards. Checks drawn on the bank will continue to be processed. Loan
customers should continue to make their payments as usual, the
statement said.
As of December 31, 2016, Proficio Bank had approximately $68.2
million in total assets and $65.0 million in total deposits. In
addition to assuming all of the deposits of the failed bank, Cache
Valley Bank agreed to purchase $60.1 million of the failed bank's
assets. The FDIC will retain the remaining assets for later
disposition.
Customers with questions about the transaction should call the FDIC
toll-free at 1-800-930-5170. Interested parties also can visit the
FDIC's website at
https://www.fdic.gov/bank/individual/failed/proficio.html
The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $11.0 million. Compared to other alternatives, Cache
Valley Bank's acquisition was the least costly resolution for the
FDIC's DIF. Proficio Bank is the third FDIC-insured institution to
fail in the nation this year, and the first in Utah. The last
FDIC-insured institution closed in the state was SunFirst Bank,
Saint George, on November 4, 2011.
Congress created the Federal Deposit Insurance Corporation in 1933
to restore public confidence in the nation's banking system. The
FDIC insures deposits at the nation's banks and savings
associations, 5,913 as of December 31, 2016. It promotes the safety
and soundness of these institutions by identifying, monitoring and
addressing risks to which they are exposed. The FDIC receives no
federal tax dollars—insured financial institutions fund its
operations.
PUERTO RICO: Sees $1.2-Bil. A Year in Debt Service Spending
-----------------------------------------------------------
The American Bankruptcy Institute, citing Nick Brown of Reuters,
reported that Puerto Rico's blueprint for escaping its fiscal
crisis paints a rosier picture of its economic future than an
earlier forecast by the federal board overseeing the U.S.
territory's finances, but still presages big haircuts for
creditors.
According to the report, the fiscal turnaround plan, unveiled by
the island's government on March 1, sees $1.2 billion a year
available to service the island's debt, 50 percent higher than the
$800 million the board projected in January.
Yet Governor Ricardo Rossello's team arrived at the higher figure
despite falling short of certain of the board's recommended
spending cuts, the report related. That's because his model
forecasts higher baseline revenues and lower expenses, pegging the
overall 10-year funding gap at $56 billion, lower than that board's
$67.5 billion projection, the report further related.
The plan needs approval by the board, which is under no obligation
to rubber-stamp it and can develop its own model, the report said.
The board has said it wants to approve a plan by March 15, the
report added.
It needs a restructuring to fend off economic strife in the form of
a 45 percent poverty rate, unemployment more than twice the U.S.
average, and borderline insolvent public pensions and healthcare
systems, the report pointed out.
PYJKE COMPANY: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: PYJKE Company One, LLC.
18482 Park Villa Place
Villa Park, CA 92861
Case No.: 17-10812
Chapter 11 Petition Date: March 3, 2017
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Judge: Hon. Catherine E. Bauer
Debtor's Counsel: Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
9454 Wilshire Blvd 6th Fl
Beverly Hills, CA 90212-2929
Tel: 310-271-6223
Fax: 310-271-9805
E-mail: michael.berger@bankruptcypower.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bret Mosher, president, managing member
of PYJKE Company One, LLC.
A copy of the Debtor's list of 17 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb17-10812.pdf
RHYTHM & HUES: Reaches $4M Settlement With Former Directors
-----------------------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that Rhythm &
Hues Studios Inc. has asked the U.S. Bankruptcy Court for the
Central District of California to approve its $4 million settlement
with its former primary directors John Patrick Hughes, Pauline Ts'o
and Keith Goldfarb, who allegedly stole from the Debtor and drove
it into the ground with risky investments and poor management.
About Rhythm and Hues
Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed
its Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in
Los Angeles on Feb. 13, 2013, estimating assets ranging from
$10 million to $50 million and liabilities ranging from
$50 million to $100 million. Judge Neil W. Bason oversees the
case. Brian L. Davidoff, Esq., C. John M Melissinos, Esq., and
Claire E. Shin, Esq., at Greenberg Glusker, serve as the Debtor's
counsel. Houlihan Lokey Capital Inc., serves as investment
banker.
The petition was signed by John Patrick Hughes, president and CFO.
Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, provided DIP
financing. They are represented by Jones Day's Richard L. Wynne,
Esq., and Lori Sinanyan, Esq.
The Official Committee of Unsecured Creditors tapped Stutman,
Treister & Glatt Professional Corporation as its counsel. The
firm's Gary E. Klausner, Esq., George C. Webster II, Esq., and
Eric D. Goldberg, Esq., worked on the case.
Rhythm and Hues won approval of a liquidating Chapter 11 plan on
Dec. 13, 2013. The Joint Chapter 11 Plan of Liquidation, which
was proposed by Rhythm and Hues and the Official Committee of
Unsecured Creditors, became effective on Dec. 30, 2013.
RONALD GLEN WOODSON: Court Orders Chapter 11 Trustee Appointment
----------------------------------------------------------------
Judge Sarah A. Hall of the U.S. Bankruptcy Court for the Western
District of Oklahoma entered an Order granting the Agreed Emergency
Motion for the Appointment of a Chapter 11 Trustee for Ronald Glen
Woodson and Lori Christine Woodson.
The Order was made pursuant to the Office of the Unites States
Trustee's response to the Motion requesting that appropriate cause
be presented for the appointment of a Chapter 11 Trustee.
The Court further ordered the appointment of a Chapter 11 Trustee.
Ronald Glen Woodson, M.D., and Lori Christine Woodson filed a
voluntary petition for relief under Chapter 7 of the Bankruptcy
Code on August 25, 2016 (Bankr. W.D. Okla., Case No. 16-13422). A
Conversion Motion was granted and the Chapter 7 case was converted
to a case under Chapter 11 of the Bankruptcy Code.
S B BUILDING: Ch. 11 Trustee Appointment, Ch. 7 Conversion Sought
-----------------------------------------------------------------
Andrew R. Vara, the Acting United States Trustee, asks the U.S.
Bankruptcy Court for the District of New Jersey to enter an Order
directing the appointment of a Chapter 11 Trustee for S B Building
Associates Limited Partnership, SB Milltown Industrial Realty
Holdings, LLC, and ALSOL Corporation, or, in the alternative,
converting the Chapter 11 bankruptcy case to a case under Chapter 7
of the Bankruptcy Code.
Any papers in opposition to the Motion must be filed with the Court
and served upon the Acting United States Trustee by March 15, 2017.
Any papers in response to any opposition filed to the Motion must
be filed with the Court by the Acting United States Trustee by
March 21, 2017.
Morristown, New Jersey-based Alsol Corporation filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J.
Case No. 13-12689) on Feb. 11, 2013. The case is assigned to
Judge Rosemary Gambardella. Alsol's petition disclosed $1 million
to $10 million in assets and liabilities. The Debtor is
represented by Morris S. Bauer, Esq. -- msbauer@nmmlaw.com -- at
Norris McLaughlin & Marcus, in Bridgewater, New Jersey.
S B Building Associates Limited Partnership (Bankr. D.N.J., Case
No. 13-12682) and SB Milltown Industrial Realty Holdings, LLC
(Bankr. D.N.J., Case No. 13-12685) on February 11, 2013.
SAVIR PROPERTIES: Case Summary & 7 Unsecured Creditors
------------------------------------------------------
Debtor: Savir Properties & Investments, Inc.
1405 Glenwood
Odessa, TX 79761
Tel: 432-385-8003
Case No.: 17-30350
Chapter 11 Petition Date: March 6, 2017
Court: United States Bankruptcy Court
Western District of Texas (El Paso)
Judge: Hon. Christopher H. Mott
Debtor's Counsel: Corey W. Haugland, Esq.
JAMES & HAUGLAND P.C.
P.O. Box 1770
El Paso, TX 79949-1770
Tel: (915) 532-3911
E-mail: chaugland@jghpc.com
Total Assets: $2.50 million
Total Liabilities: $1.03 million
The petition was signed by Daniel S. Rivas, president.
A copy of the Debtor's list of seven unsecured creditors is
available for free at http://bankrupt.com/misc/txwb17-30350.pdf
SCIENTIFIC GAMES: Reports $752.2 Million Revenue in Fourth Quarter
------------------------------------------------------------------
Scientific Games Corporation reported results for the fourth
quarter and full year ended Dec. 31, 2016. In addition, the
Company recently completed financing transactions that resulted in
an approximate $30 million reduction in annualized cash interest
costs at current rates, an extension of a substantial portion of
its debt maturities into 2021 and 2022, and a reduction in exposure
to variable interest rates.
Fourth Quarter 2016 Financial Highlights:
* Revenue was $752.2 million, an increase of $15.2 million, or
2 percent, over the strong revenue generated in the year-ago
quarter, despite $12.2 million of unfavorable currency
translation. Revenue growth included a 52 percent increase
in social B2C gaming, as well as a 37 percent increase in
table products.
* Operating loss was $12.3 million, which included a $69.0
million non-cash goodwill impairment charge and restructuring
and other charges of $36.3 million compared to a loss of
$54.4 million in the prior-year period, which included
goodwill and other impairment charges of $129.4 million.
These items also are reflected in the improvement in Net loss
decreasing to $110.8 million compared to a net loss of $127.5
million in the prior-year period.
* Attributable EBITDA was $293.5 million compared to $292.9
million in the prior-year period, benefiting from lower
selling, general and administrative expense as a result of
the actions implemented in the fourth quarter under its
business improvement initiative. The improvement was
partially offset by slightly lower revenue in the gaming and
lottery segments, which benefited in the prior-year period
from several non-recurring items, as well as higher
interactive marketing and player acquisition costs related to
the launch of the three social gaming apps launched during
the preceding 12 months.
* Net cash from operating activities decreased to $76.2 million
from $158.7 million in the prior-year quarter, largely
reflecting the unfavorable timing of certain items that
impacted changes in working capital as well as higher cash
costs related to recent restructuring activities. Free cash
flow, a non-GAAP financial measure, declined to $2.1 million
compared to $59.2 million in the year-ago quarter, largely
reflecting an unfavorable impact from changes in working
capital, as well as higher cash costs related to
restructuring.
* The Company maintained focus on deleveraging by paying down
$17.2 million of debt in the fourth quarter.
Full Year 2016 Financial Highlights:
* Revenue increased 5 percent, or $124.6 million, year over
year to $2,883.4 million.
* Operating income was $130.6 million, which included a $69.0
million non-cash goodwill impairment charge as well as $57.0
million of restructuring and other expense. The prior-year
operating loss was $1,024.6 million, which included $1,002.6
of goodwill impairment charges as well as $205.2 million of
other long-term asset impairments, and $62.8 million of
restructuring and other expense, integration costs and other
charges, and legal contingencies and settlement costs. These
items, as well as a $25.2 million non-cash gain on early
extinguishment of debt in 2016, are also reflected in the
improvement in the Net loss of $353.7 million compared to a
net loss of $1,394.3 million in the year-ago period.
* AEBITDA, a non-GAAP financial measure, was $1,103.6 million,
a 3 percent increase over the prior year.
* Net cash from operating activities increased to $419.0
million compared with $414.2 million in the prior year. Free
cash flow, a non-GAAP financial measure, rose to $120.0
million from $86.1 million in the prior year.
* During 2016, the Company reduced the principal amount of its
total debt by $169.4 million.
Scientific Games CEO Kevin Sheehan said, "2016 was another year of
growth, progress and industry-leading product innovation for
Scientific Games. The 2016 fourth quarter was the fifth
consecutive quarter of growth with year-over-year revenue growth
besting last year's strong performance. Our Gaming division
continues to lead with innovation and strong execution, including
the launch of the Gamescape platform, which in the fourth quarter
helped drive the first quarterly sequential increase in our
wide-area progressive ("WAP") premium participation installed base
in more than three years, as well as the initial very promising
performance of our innovative TwinStar J43 for-sale gaming cabinet.
Our Lottery division extended its steady momentum with several big
contract wins and successful systems launches in the U.S. and
around the world. Our SG Interactive performance remains stellar,
with the exciting play of our social game apps driving social B2C
gaming revenue up 52 percent versus the year-ago quarter. A
third-party report estimates that the rapid growth of SG
Interactive in its B2C business has led to five consecutive
quarters of outperforming the social casino market, including
fourth quarter 2016 year-over-year growth that was five times the
social gaming industry growth.
"With 2017 off and running, we are maintaining focus on playing
smart to galvanize our business growth. We are driving innovation
to create new, differentiated products for our customers, improve
financial performance to accelerate deleveraging, and build a
culture open to new ideas and committed to exceeding the
expectations of our customers and stakeholders," Sheehan said.
Scientific Games CFO Michael Quartieri added, "We continue to
refine our business processes to yield greater financial
discipline, while ensuring continued investment in innovation to
drive profitable growth. While improvement initiatives implemented
in the fourth quarter had a cash cost of $6 million, we expect
these actions will expand our margins and cash flow in 2017.
Importantly, in early 2017 we took steps that reduced our annual
cash interest burden by approximately $30 million at current rates,
while extending the average maturity of our capital structure . We
expect these steps will yield a planned increase in cash flow that
supports our goal of additional deleveraging in 2017."
BUSINESS IMPROVEMENT INITIATIVE
* During the 2016 fourth quarter, the Company initiated and
largely completed a global business improvement initiative to
create a more efficient and streamlined business
organization. The initiative is anticipated to reduce
annualized costs by $75 million upon full implementation,
primarily by a streamlining of processes, a reduction in
global headcount and lower operating costs. During the
fourth quarter, cash costs to implement the initiative were
$6 million. As a global initiative, certain implementation
actions are expected to take place in the first half of 2017,
with approximately $16 million of cash costs anticipated to
be incurred in the first half of 2017 to complete the
remaining actions.
LIQUIDITY AND CAPITAL RESOURCES
* Subsequent to Dec. 31, 2016, the Company implemented a series
of refinancing transactions, including a private offering of
$1.15 billion in aggregate principal amount of 7.000% senior
secured notes due 2022 at an issue price of 106.0%, and
amended its credit agreement, which extended the maturity of
its term loans and revolving credit facility, reduced the
applicable interest rate on the term loans to a rate of LIBOR
plus 400 basis points with a LIBOR floor of 75 basis points,
and reduced the availability under the revolving credit
facility to $556 million through October 18, 2018 and $382
million through October 2020. These actions reduced the
total principal amount of the Company's debt by $45 million
through payment of the remaining $45 million on its revolving
credit facility, lowered annual cash interest cost by
approximately $30 million at current interest rates, extended
the maturity out to 2021 and 2022 for 95 percent of its debt,
and reduced its exposure to variable interest rates to 32
percent from 43 percent at December 31, 2016.
* The Company intends to redeem all of its outstanding 8.125%
Senior Subordinated Notes due 2018 on March 17, 2017. The
redemption price is equal to 100% of the principal amount of
the 2018 Notes, plus accrued and unpaid interest to the
Redemption Date. The 2018 Notes are expected to be settled
in cash on the Redemption Date in accordance with the terms
of the indenture governing the 2018 Notes. A notice of
redemption containing information required by the terms of
the indenture governing the 2018 Notes was distributed by
Deutsche Bank Trust Company Americas, the trustee under that
indenture, on Feb. 14, 2017.
* During the quarter ended Dec. 31, 2016, the Company made net
payments of $17.2 million toward its debt, including $5.0
million of voluntary net repayments under its revolving
credit facility and $10.7 million in mandatory amortization
of its term loans, as well as capital lease payments. Cash
and cash equivalents decreased to $115.1 million during the
fourth quarter.
* The Company remains committed to prioritizing debt repayments
from cash flow. In aggregate, the total principal face value
of debt was reduced by $169.4 million in 2016, an increase
over the $142.0 million reduction achieved in 2015.
* Capital expenditures were $58.5 million in the fourth quarter
2016, and $272.9 million for the full year 2016. For 2017,
the Company expects capital expenditures to be within a range
of $280-to-$310 million.
A full-text copy of the press release is available for free at:
https://is.gd/KhDzIJ
About Scientific Games
Scientific Games Corporation is a developer of technology-based
products and services and associated content for worldwide gaming
and lottery markets. The Company's portfolio includes instant and
draw-based lottery games; electronic gaming machines and game
content; server-based lottery and gaming systems; sports betting
technology; loyalty and rewards programs; and social, mobile and
interactive content and services. Visit
http://www.scientificgames.com/
As of Sept. 30, 2016, Scientific Games had $7.37 billion in total
assets, $9.12 billion in total liabilities and a total
stockholders' deficit of $1.75 billion.
Scientific Games reported a net loss of $1.39 billion on $2.75
billion of total revenue for the year ended Dec. 31, 2015,
compared to a net loss of $234.3 million on $1.78 billion of total
revenue for the year ended Dec. 31, 2014.
* * *
In November 2014, Moody's Investors Service downgraded Scientific
Games Corporation's Corporate Family Rating to 'B2' from 'B1'
following the announcement that the company had completed its
merger with Bally Technologies, Inc.
As reported by the TCR on Aug. 9, 2016, S&P Global Ratings lowered
its corporate credit rating on Scientific Games to 'B' from 'B+'.
The outlook is stable. "The downgrade of Scientific Games reflects
our forecast for lower EBITDA growth and weaker credit measures
than we previously expected," said S&P Global Ratings credit
analyst Ariel Silverberg.
SINO NORTHEAST: Linden Place Lot to Be Sold at April 7 Auction
--------------------------------------------------------------
Pursuant to the judgment of foreclosure and sale entered Dec. 28,
2011, in the case, NYCTL 1998-2 TRUST SUCCESSOR IN INTEREST TO THE
NYCTL 2009-A TRUST AND THE BANK OF NEW YORK MELLON AS COLLATERAL
AGENT AND CUSTODIAN, Pltf. vs. SINO NORTHEAST METALS (U.S.A.) INC.,
et al, Defts. Index #2301/11, pending in the Supreme Court of New
York, Queens County, Gary M. Darche, as Referee, will sell at
public auction the premises known as 34-48 Linden Place, Queens, NY
a/k/a Block 04950, Lot 0098.
The sale will be held at Courtroom #25 of the Queens County Supreme
Court, 88-11 Sutphin Blvd., Jamaica, NY on April 7, 2017 at 10:00
a.m.
The approximate amount of judgment is $47,310.63 plus costs and
interest.
The Plaintiff is represented by:
THE DELLO-IACONO LAW GROUP, P.C.
F/K/A THE LAW OFFICE OF JOHN D. DELLO-IACONO
105 Maxess Rd. Ste. 205
Melville, NY
SIRGOLD INC: Salvatore LaMonica Named Ch. 11 Trustee
----------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York entered an Order approving the
appointment of Salvatore LaMonica, Esq., as the Chapter 11 Trustee
for Sirgold, Inc.
Judge Chapman further ordered LaMonica to post a bond in the amount
of $170,000.
About Sirgold Inc.
Sirgold, Inc., sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 16-12963) on October 21, 2016. The
case is assigned to Judge Shelley C. Chapman. Gary M. Kushner, Esq.
and Scott D. Simon, Esq. of Goetz Fitzpatrick LLP serve as
bankruptcy counsel.
On December 8, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee is
represented by Pick & Zabicki, LLP. Citrin Cooperman & Company LLP
serves as its accountant.
STEREOTAXIS INC: Duane DeSisto Resigns from Board
-------------------------------------------------
Duane DeSisto resigned as a director of Stereotaxis, Inc. effective
Feb. 26, 2017. Mr. DeSisto had also served on the Company's audit
committee. There was no disagreement between Mr. DeSisto and the
Company, known to any of the Company's executive officers, on any
matter relating to the Company's operations, policies or practices,
according to a Form 8-K report filed with the Securities and
Exchange Commission.
The Company's Board of Directors has not selected anyone to replace
Mr. DeSisto as a member of the Board of Directors or on the Audit
Committee as of this time. The Stereotaxis Board currently
consists of eight members, with one vacancy as a result of Mr.
DeSisto's resignation.
Meanwhile, in an effort to better align Stereotaxis' Board of
Directors with shareholders, and to improve the Company's cash
flow, on Feb. 22, 2017, the Compensation Committee of the Company's
Board of Directors revised the Company's non-employee director
program from providing a combination of cash and equity
compensation to providing solely equity compensation. The prior
compensation program historically provided each non-employee
director with an average of $46,000 in cash compensation annually
in addition to an annual award of 10,000 restricted stock units
(RSUs) for shares of common stock of the Company. Beginning in
fiscal year 2017, non-employee directors will each receive an
annual award of 60,000 RSUs, payable in two tranches of 30,000 each
in January and July, in arrears for service as a director (and
pro-rated according to length of time as a director), such that the
first award would be made in July 2017 for the prior six-month
period. All such RSU awards to non-employee directors will be
issued under the Stereotaxis, Inc. 2012 Stock Incentive Plan. A
more complete description of the new non-employee director
compensation arrangements will be included in the Company's proxy
statement for the Company's 2017 Annual Meeting of Stockholders.
About Stereotaxis
Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures. The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.
Stereotaxis reported a net loss of $7.35 million on $37.7 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $5.20 million on $35.01 million of total revenue for
the year ended Dec. 31, 2014.
In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2015, Ernst & Young LLP, in St. Louis,
Missouri, issued a "going concern" qualification stating that
the Company has incurred recurring losses from operations and has a
net capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.
STONE ENERGY: Director Compensation Arrangements Approved
---------------------------------------------------------
Stone Energy Corporation disclosed in a regulatory filing with the
Securities and Exchange Commission that in connection with the
appointment of Messrs. Neal P. Goldman, John B. Juneau, David I.
Rainey, Charles M. Sledge, James M. Trimble and David N. Weinstein
to the Company's Board of Directors, on March 1, 2017, the Board
approved these compensation arrangements for the non-employee
directors of the Company:
* annual cash retainers of $50,000 for each of the
non-employee directors of the Company;
* an annual cash fee of $15,000 for the Chairman
of the Audit Committee; and
* annual grants of restricted stock units under the
Stone Energy Corporation 2017 Long-Term Incentive
Plan with grant date values of $150,000 for each
non-employee director other than the Chairman of
the Board and $200,000 for the Chairman of the
Board.
The annual cash retainers and annual cash fee are payable in
advance on a quarterly basis. Each of the annual restricted stock
unit awards will be granted on the date of the annual meeting of
stockholders each year and will vest in full on the date prior to
the annual meeting of stockholders in the year following the grant
and will be subject to:
(i) the director's continued service on the Board through the
vesting date,
(ii) earlier vesting upon the occurrence of a change of control
event or the termination of the director's service due to
death or removal from the Board without cause, and
(iii) such other terms as set forth in the award agreements.
Upon vesting, the restricted stock units will be settled partly in
shares of the Company's common stock and partly in cash to provide
each director with funds to pay any income taxes due upon
settlement (based on the highest federal tax rate).
Annual Grant of Restricted Stock Units
======================================
In accordance with the director compensation arrangements approved
by the Board, on March 1, 2017, the Board approved the initial
annual grant of restricted stock units to the non-employee
directors, which were adjusted to grant date values of $182,100 for
the non-employee directors other than the Chairman of the Board and
$242,800 for the Chairman of the Board to reflect the extended
service period commencing on March 1, 2017 until the annual meeting
of stockholders in May 2018. Accordingly, on March 1, 2017, Messrs.
Juneau, Rainey, Sledge, Trimble and Weinstein were awarded 9,811
restricted stock units and Mr. Goldman was awarded 13,082
restricted stock units under the Incentive Plan pursuant to a
Director Restricted Stock Unit Agreement.
Under the Director Restricted Stock Unit Agreement, each of the
restricted stock units are scheduled to vest in full on the day
prior to the annual meeting of the Company's stockholders in May
2018, subject to:
(i) the director's continued service on the Board through the
vesting date, and
(ii) earlier vesting upon the occurrence of a change of control
event or the termination of the director's service due to
death or removal from the Board without cause.
Deferred Compensation Plan
==========================
On March 1, 2017, the Board also approved the Stone Energy
Corporation Directors Deferred Compensation Plan under which the
non-employee directors of the Company will be given the opportunity
to elect to defer receipt (and taxation) of vested restricted stock
units until either (i) the third anniversary of the vesting date,
or (ii) the director's separation from service on the Board. If
deferral is elected, the payment of the deferred amounts is
automatically accelerated upon a director's death or separation
from service on the Board, or upon the occurrence of a change of
control event.
About Stone Energy
Stone Energy Corporation (NYSE: SGY) is an independent oil and
natural gas exploration and production company headquartered in
Lafayette, Louisiana with additional offices in New Orleans,
Houston and Morgantown, West Virginia. Stone is engaged in the
acquisition, exploration, development and production of properties
in the Gulf of Mexico basin.
Stone Energy Corp. and two affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Case Nos. 16-36390, 16-36391 and 16-36392) on
Dec. 14, 2016, to pursue a prepackaged plan of reorganization.
Judge Marvin Isgur is assigned to the cases.
The Debtors hired Latham & Watkins LLP as general counsel, Porter
Hedges LLP as local counsel; Vinson & Elkins LLP as special
counsel; Alvarez & Marsal North America, LLC as financial advisor;
Lazard Freres & Co. LLC, as investment banker; and Epiq Bankruptcy
Solutions, LLC as claims, noticing, solicitation and balloting
agent.
On February 15, 2017, the Bankruptcy Court entered an order
confirming the Second Amended Joint Prepackaged Plan of
Reorganization of Stone Energy Corporation and its Debtor
Affiliates, dated December 28, 2016. On February 28, the Plan
became effective in accordance with its terms and the Company and
its subsidiaries emerged from the Chapter 11 Cases.
STONE ENERGY: Inks Warrant Agreement with Computershare
-------------------------------------------------------
Stone Energy Corporation disclosed in a regulatory filing with the
Securities and Exchange Commission that on the Effective Date, by
operation of the Debtors' the Second Amended Joint Prepackaged Plan
of Reorganization, the Company entered into a Warrant Agreement
with Computershare Inc. and Computershare Trust Company, N.A.,
pursuant to which the Company issued warrants, which are
exercisable until Feb. 28, 2021, to holders of the Company's common
stock, par value $0.01, to be cancelled on the Effective Date ("Old
Common Stock") to purchase up to an aggregate of 3,529,412 shares
of common stock in the Company, par value $0.01 (the "New Common
Stock"), at an exercise price of $42.04 per share.
All unexercised Warrants will expire, and the rights of the Warrant
Holders to purchase shares of New Common Stock will terminate on
the first to occur of (i) the close of business on the Expiration
Date, and (ii) the date of completion of (a) any Qualified Asset
Sale (as defined in the Warrant Agreement), (b) the sale, lease,
conveyance or other transfer of all or substantially all of the
consolidated assets of the Company and its subsidiaries in one
transaction or a series of related transactions to any person that
is not a Qualified Asset Buyer (as defined in the Warrant
Agreement), or (c) any Excepted Combination.
No Rights as Stockholders
=========================
Pursuant to the Warrant Agreement, no Warrant Holder, by virtue of
holding or having a beneficial interest in a Warrant, will have the
right to vote, to consent, to receive any cash dividends, stock
dividends, allotments or rights or other distributions paid,
allotted or distributed or distributable to the holders of shares
of New Common Stock, or to exercise any rights whatsoever as a
stockholder of the Company unless, until and only to the extent
such persons become holders of record of shares of New Common Stock
issued upon settlement of the Warrants.
Adjustments
===========
The number of shares of New Common Stock for which a Warrant is
exercisable, and the exercise price per share of such Warrant, are
subject to adjustment from time to time upon the occurrence of
certain events including: (i) the issuance of shares of New Common
Stock as a dividend or distribution to all holders of shares of New
Common Stock, or a subdivision, combination, split, reverse split
or reclassification of the outstanding shares of New Common Stock
into a greater or smaller number of shares of New Common Stock;
(ii) the issuance as a dividend or distribution to all holders of
shares of New Common Stock of evidences of indebtedness, securities
(including convertible securities) of the Company or any other
person or entity (other than shares of New Common Stock), cash or
other property; and (iii) the payment in respect of a tender offer
or exchange offer by the Company for shares of New Common Stock,
where the cash and fair value of any other consideration included
in the payment per share of New Common Stock exceeds the fair value
of a share of Common Stock as of the open of business on the second
business day preceding the expiration date of the tender or
exchange offer.
Third-Party Mergers or Consolidations
=====================================
In the event of a merger or consolidation where (i) the acquirer is
not an affiliate of the Company, and (ii) all of the equity held by
equity holders of the Company outstanding immediately prior thereto
is extinguished or replaced by equity in a different entity (except
in cases where the equity holders of the Company represent more
than 50% of the total equity of such surviving entity) (an
"Excepted Combination"), holders of Warrants shall be solely
entitled to receive the consideration per Warrant that is payable
per share of New Common Stock, less the applicable exercise price
of the Warrant, paid in the same form and in the same proportion as
is payable to holders of New Common Stock. Notwithstanding the
foregoing, if the Company consummates an Excepted Combination or a
Non-Qualified Asset Sale (as defined in the Warrant Agreement) on
or prior to April 29, 2017, the Company shall mandatorily redeem
all outstanding Warrants at a price equal to 10% of the
Black-Scholes valuation of such Warrants.
Reorganization Event
====================
Upon the occurrence of certain events constituting a merger or
consolidation other than as an Excepted Combination or any
recapitalization, reorganization, consolidation, reclassification,
change in the outstanding shares of New Common Stock, statutory
share exchange or other transaction other than an Excepted
Combination (a "Reorganization Event"), each Warrant Holder will
have the right to receive, upon exercise of a Warrant, the kind and
amount of shares of stock, other securities or other property or
assets (including cash or any combination thereof) that a holder of
one share of New Common Stock would have owned or been entitled to
receive in connection with such Reorganization Event.
Net Share Settlement
====================
The Warrants will permit a Warrant Holder to elect to exercise the
Warrant such that no payment of cash will be required in connection
with such exercise. If net share settlement is elected, the Company
shall deliver, without any cash payment therefor, a fraction of a
share of New Common Stock equal to the value (as of the exercise
date for such Warrant) of one share of New Common Stock minus the
applicable exercise price, divided by the value of one share of New
Common Stock.
About Stone Energy
Stone Energy Corporation (NYSE: SGY) is an independent oil and
natural gas exploration and production company headquartered in
Lafayette, Louisiana with additional offices in New Orleans,
Houston and Morgantown, West Virginia. Stone is engaged in the
acquisition, exploration, development and production of properties
in the Gulf of Mexico basin.
Stone Energy Corp. and two affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Case Nos. 16-36390, 16-36391 and 16-36392) on
Dec. 14, 2016, to pursue a prepackaged plan of reorganization.
Judge Marvin Isgur is assigned to the cases.
The Debtors hired Latham & Watkins LLP as general counsel, Porter
Hedges LLP as local counsel; Vinson & Elkins LLP as special
counsel; Alvarez & Marsal North America, LLC as financial advisor;
Lazard Freres & Co. LLC, as investment banker; and Epiq Bankruptcy
Solutions, LLC as claims, noticing, solicitation and balloting
agent.
On February 15, 2017, the Bankruptcy Court entered an order
confirming the Second Amended Joint Prepackaged Plan of
Reorganization of Stone Energy Corporation and its Debtor
Affiliates, dated December 28, 2016. On February 28, the Plan
became effective in accordance with its terms and the Company and
its subsidiaries emerged from the Chapter 11 Cases.
STONE ENERGY: Old Securities Removed from NYSE Listing
------------------------------------------------------
The New York Stock Exchange notified the Securities and Exchange
Commission on March 3, 2017, of its intention to remove the entire
class of securities of Stone Energy Corporation from listing and
registration on the Exchange at the opening of business on March
14, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR
240.12d2-2(a)(3)
On February 28, 2017, the instruments representing the securities
comprising the entire class of this security came to evidence, by
operation of law or otherwise, other securities in substitution
therefore and represent no other right except, if such be the fact,
the right to receive an immediate cash payment.
Stone Energy emerged from Bankruptcy on February 28, 2017. As a
result, pre-petition stockholders received a total of 1.0 million
New Common Shares, (equivalent to an approximate 1-for-5.674558
reverse stock split or 0.176263 New Common Shares for each 1 share
of Old Common Stock), representing 5% of the New Common Shares.
Additionally, the pre-petition stockholders will receive Warrants
to purchase 3,529,412 New Common Shares (approximately 3.529412
Warrants for each 1 New Common Share).
Lafayette, Louisiana-based Stone Energy said on Feb. 24 that it
received approval to list its new common stock with the new CUSIP
number 861642 403 on the NYSE under the same NYSE ticker symbol
"SGY" as the existing shares of the Company's issued common stock.
The NYSE filed a Form 25 on March 3 solely in connection with the
discontinuation of the trading on the NYSE of the 'Old' Common
Stock. It does not affect the continued listing on the NYSE of the
'New' Common Stock. The Exchange also notified the SEC that as a
result of the above indicated conditions this security was
suspended from trading on March 1, 2017.
* * *
On March 3, 2017, Stone Energy filed with the Securities and
Exchange Commission unaudited pro forma consolidated financial
statements in connection with the closing of the sale of the
company's Appalachian assets. A copy of which is available at
https://is.gd/QXaGLw
On February 27, 2017, Stone Energy completed the sale of
approximately 86,000 net acres in the Appalachian regions of
Pennsylvania and West Virginia to EQT Corporation, through its
wholly owned subsidiary EQT Production Company.
The accompanying unaudited pro forma consolidated financial
statements and accompanying notes as of and for the year ended
December 31, 2016, which have been prepared by Stone's management,
have been derived from the historical audited consolidated
financial statements of Stone included in the Annual Report on Form
10-K for the year ended December 31, 2016.
The unaudited pro forma consolidated balance sheet was prepared
assuming the sale of the Properties, including purchase price
adjustments to date, occurred on December 31, 2016. The unaudited
pro forma consolidated statement of operations was prepared
assuming the sale of the Properties, including purchase price
adjustments to date, occurred on January 1, 2016.
The Pro Forma Statements are presented for illustrative purposes
only and do not indicate the results of operations or financial
position of Stone had the transaction been in effect on the dates
or for the periods indicated, or the results of operations or
financial position of Stone for any future periods. The Pro Forma
Statements should be read in conjunction with Stone’s Annual
Report on Form 10-K for the year ended December 31, 2016.
About Stone Energy
Stone Energy Corporation (NYSE: SGY) is an independent oil and
natural gas exploration and production company headquartered in
Lafayette, Louisiana with additional offices in New Orleans,
Houston and Morgantown, West Virginia. Stone is engaged in the
acquisition, exploration, development and production of properties
in the Gulf of Mexico basin.
Stone Energy Corp. and two affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Case Nos. 16-36390, 16-36391 and 16-36392) on
Dec. 14, 2016, to pursue a prepackaged plan of reorganization.
Judge Marvin Isgur is assigned to the cases.
The Debtors hired Latham & Watkins LLP as general counsel, Porter
Hedges LLP as local counsel; Vinson & Elkins LLP as special
counsel; Alvarez & Marsal North America, LLC as financial advisor;
Lazard Freres & Co. LLC, as investment banker; and Epiq Bankruptcy
Solutions, LLC as claims, noticing, solicitation and balloting
agent.
On February 15, 2017, the Bankruptcy Court entered an order
confirming the Second Amended Joint Prepackaged Plan of
Reorganization of Stone Energy Corporation and its Debtor
Affiliates, dated December 28, 2016. On February 28, the Plan
became effective in accordance with its terms and the Company and
its subsidiaries emerged from the Chapter 11 Cases.
STONE ENERGY: Recordation of Second Lien Mortgages Disclosed
------------------------------------------------------------
Stone Energy Corporation (NYSE: SGY) on March 6, 2017, announced
the recordation of mortgages required by the indenture, dated as of
February 28, 2017, by and among the Company, Stone Energy Offshore,
L.L.C., as guarantor, and The Bank of New York Mellon Trust
Company, N.A., as trustee and collateral agent that governs the
Company's $225 million 7.50% senior second lien notes due 2022 that
were issued in accordance with the Company's Second Amended Joint
Prepackaged Plan of Reorganization of Stone Energy Corporation and
its Debtor Affiliates, dated December 28, 2016, that became
effective on February 28, 2017.
In order to secure the obligations under the Indenture, SEO entered
into certain mortgages in favor of the Collateral Agent, which were
required to be recorded in certain parishes in the State of
Louisiana and with the Bureau of Ocean Energy Management. The last
of these mortgages was recorded on March 2, 2017.
Contact:
Jennifer E. Mercer
Epiq Strategic Communications for Stone Energy
Tel: 310-712-6215
E-mail: jmercer@epiqsystems.com
About Stone Energy
Stone Energy Corporation (NYSE: SGY) is an independent oil and
natural gas exploration and production company headquartered in
Lafayette, Louisiana with additional offices in New Orleans,
Houston and Morgantown, West Virginia. Stone is engaged in the
acquisition, exploration, development and production of properties
in the Gulf of Mexico basin.
Stone Energy Corp. and two affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Case Nos. 16-36390, 16-36391 and 16-36392) on
Dec. 14, 2016, to pursue a prepackaged plan of reorganization.
Judge Marvin Isgur is assigned to the cases.
The Debtors hired Latham & Watkins LLP as general counsel, Porter
Hedges LLP as local counsel; Vinson & Elkins LLP as special
counsel; Alvarez & Marsal North America, LLC as financial advisor;
Lazard Freres & Co. LLC, as investment banker; and Epiq Bankruptcy
Solutions, LLC as claims, noticing, solicitation and balloting
agent.
On February 15, 2017, the Bankruptcy Court entered an order
confirming the Second Amended Joint Prepackaged Plan of
Reorganization of Stone Energy Corporation and its Debtor
Affiliates, dated December 28, 2016. On February 28, the Plan
became effective in accordance with its terms and the Company and
its subsidiaries emerged from the Chapter 11 Cases.
STRATEGIC ENVIRONMENTAL: Court Denies Bid for Ch. 11 Trustee
------------------------------------------------------------
Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey entered an Order denying the Motion or
Application for the Entry of an Order to Appoint a Chapter 11
Trustee for Strategic Environmental Partners, LLC.
About Strategic Environmental Partners
Strategic Environmental Partners, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No.
16-27757) on September 16, 2016. The petition was signed by
Marilyn Bernardi, owner.
The case is assigned to Judge Christine M. Gravelle.
At the time of the filing, the Debtor disclosed $18.02 million in
assets and $5.39 million in liabilities.
T&T AIR: Taps Wyatt & Mirabella as Legal Counsel
------------------------------------------------
T&T Air LLC seeks approval from the U.S. Bankruptcy Court for the
Southern District of Texas to hire legal counsel.
The Debtor proposes to hire Wyatt & Mirabella, PC to give legal
advice regarding its duties under the Bankruptcy Code, assist in
the preparation of a bankruptcy plan, and provide other legal
services related to its Chapter 11 case.
The firm's standard rates range from $85 per hour for a paralegal
to $600 per hour for shareholder attorney. Donald Wyatt, Esq., the
attorney designated to represent the Debtor, will charge $600 per
hour for his services.
Wyatt & Mirabella is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Donald L. Wyatt, Jr., Esq.
26418 Oak Ridge Drive
The Woodlands, TX 77380
Phone: (281) 419-8733 Phone
Fax: (281) 419-8703
Email: don.wyatt@wyattpc.com
About T&T Air LLC
T&T Air, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S. D. Texas Case No. 17-31125) on February 27, 2017.
The petition was signed by Justin Smith, manager. The case is
assigned to Judge Karen K. Brown.
At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
The Debtor initially sought Chapter 11 protection (Bankr. S.D. Tex.
Case No. 16-35969) on December 2, 2016. Then on January 9, 2017,
the Debtor filed a new Chapter 11 petition (Bankr. S.D. Tex. Case
No. 17-30172).
THE TAX DOCTORS: Disclosures OK'd; Plan Hearing on March 9
----------------------------------------------------------
The Hon. Benjamin P. Hursh of the U.S. Bankruptcy Court for the
District of Montana has approved The Tax Doctors Inc.'s amended
disclosure statement dated Feb. 28, 2017, referring to the Debtor's
plan of reorganization.
Hearing on confirmation of Debtor's Plan will be held on March 9,
2017, at 9:00 a.m.
March 7, 2017, is fixed as the last day for filing and serving
written objections to confirmation of the Plan.
The Tax Doctors Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mont. Case No. 16-60316) on April 8,
2016. The Debtor is represented by Harold V Dye, Esq., at Dye &
Moe, PLLP.
THREE SONS REAL ESTATE: March 17 Auction for Liberty Avenue Lot
---------------------------------------------------------------
In pursuance and by virtue of a Judgment of Foreclosure and Sale
duly granted and entered in and action entitled NYCTL 1998-2 Trust
and The Bank of New York Mellon as Collateral Agent and Custodian
for the NYCTL 1998-2 Trust v. Three Sons Real Estate Group LLC, et
al., bearing Index No. 19272-2013 before the Supreme Court of the
State of New York, County of Queens, IAS Part 6, on June 17, 2016,
the duly appointed Referee in the action will sell at public
auction to the highest bidder on March 17, 2017, at 10:00 a.m., the
liened premises designated as Block 10107, Lot 155 in the City of
New York, County and Borough of Queens, State of New York and known
as 150-19 Liberty Avenue, Jamaica, New York 11433.
The sale will be held at Courtroom 25 of the Queens County Supreme
Court located at 88-11 Sutphin Blvd., Jamaica, New York 11435.
The approximate amount of the judgment is $67,511.84 plus interest
and other charges, and the property is being sold subject to the
terms and conditions stated in the judgment, any prior encumbrances
and the terms of sale which shall be available at the time of sale.
The Referee is:
ARIANA C. SMITH, ESQ.
207-01 Hillside Avenue, 2nd Floor
Queens Village, New York 11427
Tel: (646) 247-7317
Attorney for Plaintiff:
DAVID P. STICH, ESQ.
521 Fifth Avenue, 17th Floor
New York, New York 10175
Tel: (646) 554-4421
TIDEWATER INC: Debt Covenant Waivers Extended Until March 13
------------------------------------------------------------
As previously reported, Tidewater Inc., has been in discussions
with its principal lenders and noteholders to amend the company's
various debt arrangements to obtain relief from certain covenants.
Pending the resolution of those discussions, the company had
previously received limited waivers from the necessary lenders and
noteholders which waived compliance with these covenants until
March 3, 2017. The company has now received extensions of those
waivers until March 13, 2017.
Tidewater is a provider of OSVs to the global energy industry.
TRUMP ENTERTAINMENT: Taj Mahal Casino Sold to Hard Rock-Led Group
-----------------------------------------------------------------
Christopher Palmeri, writing for Bloomberg News, reported that Carl
Icahn is selling the former Trump Taj Mahal Casino in Atlantic
City, New Jersey, to a group of investors led by Hard Rock
International, whittling down his holdings in the gambling market.
According to the report, the billionaire's Icahn Enterprises LP
acquired the Taj Mahal through a bankruptcy court restructuring in
early 2015 and shuttered the property in October after failing to
reach agreements with striking workers over pay and benefits.
Icahn already owns the Tropicana casino in Atlantic City through
Tropicana Entertainment Inc., the report related.
"After considerable analysis and deliberation we determined that we
only wanted to own one operating casino property in Atlantic City,"
he said in a statement, the report further related.
The sale doesn't include the nearby Trump Plaza casino, which also
closed, the report said. Icahn intends to sell that as well, the
report added.
About Trump Entertainment Resorts
Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept.
9, 2014, with plans to shutter its casinos. TER and its
affiliated
debtors owned and operated two casino hotels located in Atlantic
City, New Jersey. At the time of the filing, TER said it would
close the Trump Taj Mahal Casino Resort by Sept. 16, 2014, and,
absent union concessions, the Trump Plaza Hotel and Casino by Nov.
13, 2104.
Judge Kevin Gross presides over the Chapter 11 cases. The Debtors
tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock
& Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital,
Inc.,
as financial advisor; and Prime Clerk LLC, as noticing and claims
agent.
TER estimated $100 million to $500 million in assets as of the
bankruptcy filing. The Debtors as of Sept. 9, 2014, owed $285.6
million in principal plus accrued but unpaid interest of $6.6
million under a first lien debt issued under their 2010
bankruptcy-exit plan. The Debtors also had trade debt in the
amount of $13.5 million.
In March 2015, Judge Gross confirmed Trump Entertainment Resorts'
Third Amended Joint Plan of Reorganization and Disclosure
Statement pursuant to Section 1129 of the Bankruptcy Code. The
Plan converted $292.3 million in debt owed to lenders affiliated
with Carl Icahn and Icahn Enterprises into 100% of newly issued
common stock in the reorganized company, while general unsecured
creditors would get $3.5 million. The Disclosure Statement said
general unsecured creditors were estimated to recover 0.47% to
0.43% of their total allowed claim amount.
Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 protection on Feb. 17, 2009
(Bankr.
D.N.J. Lead Case No. 09-13654). The Company tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP served
as the Company's auditor and accountant and Lazard Freres & Co.
LLC
was the financial advisor. Garden City Group was the claims
agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of Dec. 31, 2008.
Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D.N.J. Case No. 04-46898
through 04-46925). Trump Hotels obtained the Court's confirmation
of its Chapter 11 plan on April 5, 2005, and in May 2005, it
exited
from bankruptcy under the name Trump Entertainment Resorts Inc.
TWIN OAKS: Case Summary & 3 Unsecured Creditors
-----------------------------------------------
Debtor: Twin Oaks Apartments Ltd, L.P.
dba Twin Oaks Apartments 1
dba Twin Oaks Apartments 2
dba Twin Oaks Apartments Limited
P.O. Box 324
Dandridge, TN 37725
Case No.: 17-30605
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: March 6, 2017
Court: United States Bankruptcy Court
Eastern District of Tennessee (Knoxville)
Judge: Hon. Suzanne H. Bauknight
Debtor's Counsel: Thomas Lynn Tarpy, Esq.
TARPY, COX, FLEISHMAN & LEVEILLE, PLLC
1111 Northshore Drive
Landmark Tower North
Suite N-290
Knoxville, TN 37919
Tel: (865) 588-1096
Fax: (865) 588-1171
E-mail: ltarpy@tcflattorneys.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Alfred Landon Moyers, Jr., general
partner.
A copy of the Debtor's list of three unsecured creditors is
available for free at http://bankrupt.com/misc/tneb17-30605.pdf
VALEANT PHARMACEUTICALS: Moody's Rates New Secured Loans Ba3
------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to the proposed
senior secured term loan, revolving credit facility, and senior
secured notes of Valeant Pharmaceuticals International, Inc. At the
same time, Moody's affirmed Valeant's existing ratings, including
the B3 Corporate Family Rating, B3-PD Probability of Default
Rating, Ba3 (LGD 2) senior secured rating, Caa1 (LGD 5) senior
unsecured rating and the SGL-3 Speculative Grade Liquidity Rating.
The rating outlook remains negative.
Proceeds of the new secured term loan and secured notes will be
used to repay existing secured term loans and a portion of the 2018
unsecured note, thereby extending Valeant's maturity profile. In
addition to the new financing, Valeant is seeking amendments to its
credit agreement that will provide greater flexibility in financial
maintenance covenants and other changes.
"Successful refinancing of upcoming debt maturities is credit
positive as it will extend Valeant's maturity profile, " stated
Michael Levesque, Moody's Senior Vice President. "However, the
benefits of refinancing are overshadowed by earnings erosion caused
by patent expirations and pricing and volume pressure in core
product lines," continued Levesque.
Ratings assigned:
Senior secured Term Loan due 2022 at Ba3 (LGD 2)
Senior secured revolving credit agreement expiring 2020 at Ba3 (LGD
2)
Senior secured notes due 2022 at Ba3 (LGD 2)
Senior secured notes due 2024 at Ba3 (LGD 2)
Ratings affirmed:
Valeant Pharmaceuticals International, Inc.:
Corporate Family Rating at B3
Probability of Default Rating at B3-PD
Senior secured bank credit facilities at Ba3 (LGD 2)
Senior unsecured notes at Caa1 (LGD 5)
Speculative Grade Liquidity Rating at SGL-3
Valeant Pharmaceuticals International:
Senior unsecured notes at Caa1 (LGD 5)
VRX Escrow Corp. (obligations assumed by Valeant Pharmaceuticals
International, Inc.):
Senior unsecured notes at Caa1 (LGD 5)
Outlook actions:
Valeant Pharmaceuticals International, Inc.:
The outlook is negative.
Valeant Pharmaceuticals International:
The outlook is negative.
RATINGS RATIONALE
Valeant's B3 Corporate Family Rating reflects the company's very
high financial leverage with gross debt/EBITDA above 7.0 times, and
significant challenges in restoring organic growth. Valeant faces
significant revenue erosion in the year ahead stemming from patent
expirations, and other business lines face continuing pricing
pressure and weak volume growth. Valeant also faces considerable
uncertainty related to government investigations and other legal
matters. High financial leverage creates refinancing risk, although
Valeant does not face large maturities until 2020.
The ratings are supported by Valeant's good scale in the global
pharmaceutical industry with approximately $9 billion of revenue,
strong product diversity, high profit margins, and good cash flow.
In addition, the ratings are supported by management's commitment
to reduce debt/EBITDA, using excess cash flow for debt repayment.
The rating also reflects Valeant's good margins despite erosion in
its net pricing levels, and its global presence with well-respected
brands including Bausch & Lomb. The largest driver of near term
declining revenues is patent expirations. However this impact will
moderate significantly in 2018 and 2019, creating the potential for
greater stability in Valeant's core businesses. New product
launches will also help provide future stability.
The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity based a combination of factors. Positive factors include
ample cash on hand and good cash flow. There are no material debt
maturities and amortization payments in 2017. Negative factors
include large revolver borrowings and the uncertain impact of
litigation. Moody's will re-assess the Speculative Grade Liquidity
Rating at the conclusion of Valeant's refinancing.
The rating outlook is negative, reflecting the combination of very
high financial leverage, uncertainty about the company's ability to
stabilize operating trends, and unresolved legal exposures. Without
greater progress in the turnaround, these factors will limit access
to the capital markets, which will eventually be required to
refinance bond maturities.
Factors that could lead to a downgrade include: significant
reductions in pricing or utilization trends, escalation of legal
issues or large litigation-related cash outflows, or a
deterioration in liquidity. Sustaining debt/EBITDA above 7.5 times,
or pursuing asset divestitures that leave the company with higher
financial leverage and a weaker business profile could also result
in a downgrade.
Conversely, factors that could lead to an upgrade include restoring
credibility through solid performance and underlying growth,
reducing debt with free cash flow, making progress at resolving
legal issues, and sustaining debt/EBITDA below 6.0 times.
Headquartered in Laval, Quebec, Valeant Pharmaceuticals
International, Inc. is a global specialty pharmaceutical company
with expertise including branded dermatology, gastrointestinal
disorders, eye health, neurology, branded generics and OTC
products. Valeant reported approximately $9.7 billion in total
revenue in 2016.
The principal methodology used in these ratings was that for the
Global Pharmaceutical Industry published in December 2012.
VANGUARD NATURAL: Has $256-Mil. Backstop Deal With Noteholders
--------------------------------------------------------------
Vanguard Natural Resources, LLC, and certain subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the Southern District of
Texas on Feb. 2, 2017. The Chapter 11 cases are being administered
under the caption In re Vanguard Natural Resources, et al. Case No.
17-30560. The Chapter 11 cases are assigned to Hon. Judge Marvin
Isgur.
Prior to commencing the Chapter 11 cases, the Debtors entered into
a Restructuring Support Agreement, dated as of Feb. 1, 2017, with
(i) certain holders of the 7.875% Senior Notes due 2020; (ii)
certain holders of the 8 3/8% Senior Notes due 2019; and (iii)
certain holders of the 7.0% Senior Secured Second Lien Notes due
2023.
As contemplated by the Restructuring Support Agreement, on
Feb. 24, 2017, Vanguard Natural Resources, LLC entered into a
Backstop Commitment and Equity Investment Agreement pursuant to
which the commitment parties, which are also Consenting Senior
Noteholders under the Restructuring Support Agreement, have agreed
to backstop a total of $255.75 million in new-money investments in
the Debtors pursuant to rights offerings to be conducted in
accordance with the Plan. The investments consist of (i) a
$127.875 million rights offering of new equity in a reorganized
Company, which will be offered pro rata to all holders of Senior
Note Claims, and (ii) a $127.875 million equity investment,
pursuant to which the Commitment Parties will purchase new equity
in the reorganized Company. The Company will offer the Rights
Offering Units and 4(a)(2) Backstop Commitment Units each at a 25%
discount to the Company's total enterprise value. The Commitment
Parties have agreed to purchase their pro rata share of the Rights
Offering Units to which holders of Senior Note Claims who are not
among the Commitment Parties do not duly subscribe pursuant to the
Rights Offering. Certain of the Commitment Parties have also
agreed to make any part of the Equity Contribution not made by the
Second Lien Investors pursuant to the Equity Commitment Agreement.
Subject to Bankruptcy Court approval, the Debtors will pay (i) to
the Senior Commitment Parties a commitment premium of new equity
securities in the reorganized Company (or in cash in certain
circumstances if the transactions contemplated by the Backstop
Commitment Agreement are not consummated) equal to $15,345,000,
which is an amount equal to 6.0% of the total of Rights Offering
Units together with the 4(a)(2) Backstop Commitment Units and (ii)
to the Commitment Parties reimbursement of expenses, in each case,
in accordance with the terms of the Backstop Commitment Agreement.
The Commitment Premium shall be fully earned and nonrefundable as
of the date of the Bankruptcy Court order approving the Company's
entry into the Backstop Commitment Agreement. The Commitment
Premium will be paid to the Senior Commitment Parties pro rata
according to the amount of their respective Backstop Commitments on
the effective date of the Plan, provided that no Commitment Premium
will be paid with respect to a Commitment Party that defaults on
its Backstop Commitment.
The reorganized Company will issue the Rights Offering Units in
reliance upon the exemption from the registration requirements of
the securities laws pursuant to Section 1145 of the Bankruptcy Code
(i) to holders of Senior Note Claims pursuant to the terms set
forth in the Rights Offering procedures and (ii) to the Commitment
Parties in respect of their Commitment Premium. The reorganized
Company will issue all 4(a)(2) Backstop Commitment Units, and any
Unsubscribed Units purchased by the Commitment Parties, to the
Commitment Parties in reliance upon the exemption from registration
provided by Section 4(a)(2) under the Securities Act of 1933, as
amended. As a condition to the closing of the transactions
contemplated by the Backstop Commitment Agreement, the Company will
enter into a registration rights agreement with the Commitment
Parties entitling such Commitment Parties to request that Company
register their equity securities in the Company for sale under the
Securities Act at various times.
The Commitment Parties' commitments to backstop the Rights
Offering, and the other transactions contemplated by the Backstop
Commitment Agreement, are conditioned upon the satisfaction of all
conditions to the effectiveness of the Plan and other applicable
conditions precedent set forth in the Backstop Commitment
Agreement. The issuances of the Rights Offering Units and 4(a)(2)
Backstop Commitment Units pursuant to the Rights Offering and the
Backstop Commitment Agreement are conditioned upon, among other
things, confirmation of the Plan by the Bankruptcy Court, and the
Plan's effectiveness upon the Company's emergence from its Chapter
11 cases.
Concurrently with the Backstop Commitment Agreement, on Feb. 24,
2017, the Company entered into an Equity Commitment Agreement with
certain of the Consenting Second Lien Noteholders to purchase
$19.25 million in equity in the reorganized Company at a 25%
discount to the Company's total enterprise value. The Debtors do
not owe the Second Lien Investors a fee for the Equity Contribution
(other than the reimbursement of certain of their expenses pursuant
to the Equity Commitment Agreement).
The Company cautions that trading in the Company's securities
during the pendency of the anticipated Chapter 11 cases is highly
speculative and poses substantial risks. Trading prices for the
Company's securities may bear little or no relationship to the
actual recovery, if any, by holders of the Company's securities in
the Chapter 11 cases.
Copies of the Backstop Commitment Agreement and Equity Commitment
Agreement are available for free at:
https://is.gd/cA1dvn
https://is.gd/yklmfW
About Vanguard Natural Resources
Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a
publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties. Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in Wyoming,
and the Powder River Basin in Wyoming.
The Debtors listed total assets of $1.54 billion and total debts of
$2.3 billion as of Feb. 1, 2017.
Paul Hastings LLP is serving as legal counsel and Evercore Partners
is acting as financial advisor to Vanguard. Opportune LLP is the
Company's restructuring advisor. Prime Clerk LLC is serving as
claims and noticing agent.
Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14
appointed three creditors to serve on the official committee of
unsecured creditors appointed in the Chapter 11 case of Vanguard
Natural Resources, LLC.
VEGA ALTA: DOJ Watchdog Proposes E. De Jesus as PCO
---------------------------------------------------
The United States Trustee filed a Notice of Appointment before the
U.S. Bankruptcy Court for the District of Puerto Rico naming Edna
Diaz De Jesus as the Patient Care Ombudsman for Vega Alta Community
Health, Inc.
The Notice was made pursuant to the Order dated November 16, 2016,
directing the U.S. Trustee to appoint a Patient Care Ombudsman for
the Debtor.
Edna Diaz De Jesus can be reached at:
Edna Diaz De Jesus
Procuradora Interina del Paciente
Oficina del Procurador del Paciente
San Juan, PR 00910-2347
Tel: (787) 977-0909
Fax: (787) 977-0915
Email: ediaz@opp.gobierno.pr
qsoto@opp.gobierno.pr
yramos@opp.gobierno.pr
About Vega Alta
Vega Alta Community Health, Inc., based in Catano, PR, filed a
Chapter 11 petition (Bankr. D.P.R. Case No. 16-08128) on Oct. 11,
2016. Jaime Rodriguez Perez, at Jaime Rodriguez Law Office, PSC,
serves as bankruptcy counsel. In its petition, the Debtor listed
$25,582 in assets and $1.47 million in liabilities. The petition
was signed by Luis M Gonzalez Bermudez, president.
W&T OFFSHORE: Reports $249 Million Net Loss for 2016
----------------------------------------------------
W&T Offshore, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$249.02 million on $399.98 million of revenues for the year ended
Dec. 31, 2016, compared to a net loss of $1.04 billion on $507.26
million of revenues for the year ended Dec. 31, 2015.
For the three months ended Dec. 31, 2016, the Company recognized
net income of $16.48 million on $115.21 million of revenues
compared to a net loss of $51.60 million on $104.06 million of
revenues for the same period during the prior year.
"Under current commodity pricing conditions, we expect to continue
to focus on conserving capital and maintaining liquidity. We
expect 2017 production to be slightly higher than 2016, but factors
such as natural production declines, unplanned downtime and well
performance could lead to lower production in 2017. In addition,
our capital expenditure plan for 2017 allocates approximately $125
million to projects in producing fields that we believe are
low-risk and will provide a high rate of return. While we will
continue to evaluate opportunistic acquisitions, we expect that our
acquisition activities may be reduced until the outlook for the
future commodity pricing environment improves or unless financing
is available on reasonable terms that would not significantly
impair our available liquidity," the Company stated in the report.
As of Dec. 31, 2016, W&T Offshore had $829.72 million in total
assets, $1.48 billion in total liabilities and a total
shareholders' deficit of $659.03 million.
Tracy W. Krohn, W&T Offshore's chairman and chief executive
officer, stated, "With higher commodity prices and significantly
lower expenses, we achieved much improved operating margins and
positive earnings in the fourth quarter. We are pleased to have
met the challenges of 2016 and have exited the year on solid
footing and with lower debt. Even with a greatly reduced capital
expenditure plan, we limited the decline in production and kept
proved reserves relatively flat on a SEC basis but had 102% reserve
replacement rate on a year-end NYMEX basis. Although the value of
our proved reserves declined based on backward looking SEC pricing,
the value would have grown substantially based on NYMEX forward
pricing as of the end of 2016.
"We are as enthusiastic as ever about the opportunities in the Gulf
of Mexico and believe we are in a good position to take advantage
of this prolific basin. We are entering 2017 with a lower cost
structure and a capital program of profitable projects that should
allow us to build cash. We expect to benefit from improved seismic
technologies, lower operating costs and less competition in the
Gulf. Assuming commodity prices continue to remain steady, our
2017 capital plan allocates approximately $125 million to projects
that we believe provide a low-risk and high return in producing
fields. These projects should yield moderate production growth in
2017 over 2016," added Mr. Krohn.
At Dec. 31, 2016, the Company's total liquidity was $219.7 million
consisting of cash balances of $70.2 million and $149.5 million of
availability under its $150 million revolving bank credit
facility.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/DW0dkI
About W&T Offshore
Based in Houston, Texas, W&T Offshore, Inc., is an independent oil
and natural gas producer, active in the exploration, development
and acquisition of oil and natural gas properties in the Gulf of
Mexico. In October 2015, the Company disposed of substantially all
of its onshore oil and natural gas interests with the sale of its
Yellow Rose field in the Permian Basin. The Company retained an
overriding royalty interest in the Yellow Rose field production.
W&T Offshore, Inc. is a Texas corporation originally organized as a
Nevada corporation in 1988, and successor by merger to W&T Oil
Properties, Inc., a Louisiana corporation organized in 1983. The
Company's interest in fields, leases, structures and equipment are
primarily owned by the parent company, W&T Offshore, Inc. and its
wholly-owned subsidiary, W & T Energy VI, LLC, a Delaware limited
liability company.
* * *
As reported by the TCR on Sept. 23, 2016, S&P Global Ratings raised
the corporate credit rating on Houston-based oil and gas
exploration and production company W&T Offshore Inc. to 'CCC' from
'SD'. At the same time, S&P raised the issue-level rating on the
company's 8.5% senior unsecured notes due 2019 to 'CC' from 'D'.
WET SEAL: Reaches Pact With Stalking Horse Bidder on IP Asset Sale
------------------------------------------------------------------
Vince Sullivan, writing for Bankruptcy Law360, reports that The Wet
Seal LLC has reached an asset purchase accord with talking horse
bidder WS 2017 LLC to buy the Debtor's intellectual property assets
at auction.
The Debtor filed with the U.S. Bankruptcy Court for the District of
Delaware a notice on Feb. 28, saying it had agreed to a $1.5
million cash deal with WS 2017 to acquire the Debtor's intellectual
property and serve as a floor bid at an auction for those assets.
About The Wet Seal
The Wet Seal, LLC, and its affiliates are a national multi-channel
specialty retailer selling fashion apparel and accessory items
designed for female customers aged 18 to 24 years old. They are
currently comprised of two primary units: the retail store
business and an e-commerce business. Through their retail store
business, they operate approximately 142 retail locations in
37 states, principally in lease-based mall locations. They also
have historically sold gift cards, which business has been
primarily operated through The Wet Seal Gift Card, LLC.
The Wet Seal, LLC, also known as The Wet Seal (2015), LLC, sought
Chapter 11 protection (Bankr. D. Del. Case No. 17-10229) on Feb. 2,
2017. The petitions were signed by Judd P. Tirnauer, executive
vice president and chief financial officer.
The cases are assigned to Judge Christopher S. Sontchi.
The Debtors estimated assets in the range of $10 million to $50
million and $50 million to $100 million in debt.
The Debtors tapped Robert S. Brady, Esq., Michael R. Nestor, Esq.,
Jaime Luton Chapman, Esq., Andrew L. Magaziner, Esq., of the Young
Conaway Stargatt & Taylor, LLP, as counsel. They also tapped
Berkeley Research Group, LLC, as financial advisors; Hilco IP
Services, LLC dba Hilco Streambank as intellectual property
disposition consultant; and Donlin, Recano & Company as claims and
noticing agent.
The Official Committee of Unsecured Creditors tapped Cooley LLP and
Saul Ewing LLP as its attorneys.
WHICKER ASSET: U.S. Trustee Forms 3-Member Committee
----------------------------------------------------
The Office of the U.S. Trustee on March 6 appointed three creditors
of Whicker Asset Management, LLC, to serve on the official
committee of unsecured creditors.
The committee members are:
(1) Carlos Rivera
Credit Manager
Ravago Americas
1900 Summit Tower Blvd. #900
Orlando, FL 32810
Email: crivera@ravagoamericas.com
(2) Debbie Sexton
Credit Manager
Chase Plastic Services, Inc.
6467 Waldon Center Drive
Clarkston, MI 48346
Phone: 248-620-7760
Email: dsexton@chaseplastics.com
(3) Ty Underwood
Vice-President
Resin Resource, Inc.
5100 N. O'Connor Blvd. Suite 400
Irving, Texas 75039
Phone: 817-652-3431
Email: tunderwood@resinresourceinc.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Whicker Asset Management
Whicker Asset Management, LLC, and Whicker Real Estate Holdings,
LLC, both based in Garland, TX, filed a Chapter 11 petition (Bankr.
N.D. Tex. Lead Case No. 17-30584) on February 15, 2017. The Hon.
Barbara J. Houser (17-30584) and Stacey G. Jernigan (17-30585)
presides over the case. Melanie P. Goolsby, Esq., and Jason Patrick
Kathman, Esq., at Pronske Goolsby & Kathman, P.C., to serve as
bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Richard C.
Whicker, president.
WIRE BENDER: Citizens Bank to Auction Exeter Property on March 10
-----------------------------------------------------------------
Citizens Bank, National Association s/b/m to Citizens Bank New
Hampshire, will sell the property of Richard W. Miller, II, Trustee
of Wire Bender Realty Trust, at a public auction on March 10, 2017
at 1:00 p.m.
The Trust is in default under the parties' Mortgage and Security
Agreement.
Citizens will sell the premises located at 11 Hampton Road (a/k/a
11-11A Hampton Road), Town of Exeter, County of Rockingham, State
of New Hampshire, together with certain equipment and other
personal property of the Mortgagor.
The sale shall be held at the Mortgaged Premises.
Terms of Sale:
-- A deposit of $20,000.00 in the form of cash, certified
check, or bank treasurer's check or other check satisfactory to
Mortgagee will be required to be delivered at or before the time a
bid is offered.
-- The Mortgaged Premises and the Collateral will be offered
for sale, first in its entirety in bulk (the "Bulk Sale'), and
then, in Mortgagee's discretion, as individual items (the "Itemized
Sale').
-- At the conclusion of the Itemized Sale, the Mortgagee
reserves the right to accept the greater of either: (i) the high
bid at the Bulk Sale, or (ii) the sum of the high bids for the
Mortgaged Premises and Collateral at the Itemized Sale.
-- The Mortgagee further reserves the right to declare the
sale generating the lesser of the aggregate bid amounts to be void.
The deposits shall be waived for all sales in the case of the
Mortgagee.
-- The deposits placed by unsuccessful bidders shall be
returned to those bidders at the conclusion of the sales. The
successful bidder shall execute a memorandum purchase and sale
agreement at the conclusion of the auction.
-- An additional deposit sufficient to increase the total
deposit to an amount equal to 10% of the successful bid shall be
delivered to the Mortgagee within 10 days of the sale. The balance
of the purchase price must be paid in full by the successful
bidder(s) in cash or by certified check on or before the 30th day
after the sale, time being of the essence.
-- If the successful bidder(s) fail to complete the purchase
of the Mortgaged Premises and/or the Collateral in accordance with
the preceding sentence, then the Mortgagee may, at its option,
retain the applicable deposit amount in full as reasonable
liquidated damages resulting from the successful bidder's failure
to perform. Conveyance of the Mortgaged Premises shall be by
foreclosure deed.
The Mortgaged Premises and Collateral will be sold "AS IS AND WHERE
IS' and subject to unpaid taxes, prior liens, or other enforceable
encumbrances of record, if any, entitled to precedence over the
Mortgage and security interests contained in the Security
Agreement.
Citizens is represented by:
Denis O. Robinson, Esq.
PIERCE ATWOOD LLP
One New Hampshire Avenue,Suite 350
Portsmouth, NH 03801
Tel: (603) 433-6300
WK CAPITAL: Has Final OK to Obtain Financing & Use Cash Collateral
------------------------------------------------------------------
The Hon. Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas on March 1, 2017, authorized on a final basis WK
Capital Enterprises, Inc., et al., to obtain post-petition secured
financing from INTRUST Bank, N.A., and to use the pre-petition cash
collateral.
The Debtors are authorized to enter into DIP financing agreement in
the amount of $400,000 on the terms set forth in the amended term
sheet presented at the initial court hearing on Jan. 25, 2017, and
to use cash collateral and proceeds of the DIP loan for the
purposes set forth in the DIP Financing Agreement and the budget, a
copy of which, along with the final court order, is available at
http://bankrupt.com/misc/ksb17-10076-146.pdf
The Court previously authorized on Feb. 14 the Debtors to obtain
post-petition secured financing from INTRUST and to use cash
collateral. A copy of the court order and the budget is available
for free at http://bankrupt.com/misc/ksb17-10076-114.pdf
The Debtor is also authorized to provide adequate protection for
any post-petition diminution in value of INTRUST's interest in the
pre-petition collateral, including without limitation that caused
by the Debtors' use of cash collateral, including without
limitation for purposes of the carve-out, a post-petition claim
jointly and severally against the Debtors' estates. As security
for the post-petition claim, the operating entities are authorized
to and are deemed to grant to INTRUST a valid, binding and
enforceable lien, mortgage and security interest in all of the
operating entities' presently owned or hereafter acquired property
and assets, including Chapter 5 causes of action.
About WK Capital Enterprises
WK Capital Enterprises, Inc., and its subsidiaries Capital Pizza
Huts, Inc., Capital Pizza Huts of Vermont, Inc., Capital Pizza of
New Hampshire, Inc., are operators of 56 Pizza Hut restaurants in
six states. The central business office location for the operation
of the 56 restaurants is at 3445 North Webb Road, Wichita Kansas.
WK Capital Enterprises, and its three units sought Chapter 11
protection (Bankr. D. Kan. Case Nos. 17-10073 to 17-10076) on Jan.
23, 2017. The petitions were signed by Kenneth Jay Wagnon,
president. WK Capital disclosed $1.82 million in total assets and
$19.52 million in liabilities. The Debtors tapped Edward J. Nazar,
Esq., of Hinkle Law Firm LLC as Bankruptcy Counsel and Dan W.
Forker, Jr., Esq., at Forker Suter Robinson & Bell LLC as
co-counsel.
The Debtors hired Bradley Tidemann and JP Weigand & Sons, Inc., as
their a realtor; and Robert L. Simmons of MarshallMorgan, LLC, as
Broker.
No trustee has been appointed and the Debtors remain in
possession.
The 11 U.S.C. Sec. 341 meeting of creditors is initially set for
Feb. 17, 2017.
WONDERWORK INC: Chap. 11 Trustee Sought to Evaluate Claims vs. CEO
------------------------------------------------------------------
Help Me See, Inc., asks the U.S. Bankruptcy Court for the Southern
District of New York to enter an Order directing the appointment of
a Chapter 11 Trustee for Wonderwork, Inc.
Help Me See, a blindness charity and the Debtor's largest creditor,
asserts that the current chief executive officer of the Debtor,
Brian Mullaney, has a long history of financial improprieties
spanning decades across multiple charitable institutions. The
creditor entered into a fundraising agreement with the Debtor.
Rather than raise funds and build a world class fundraising machine
for the Movant, as Debtor contracted and promised to do, Mullaney
caused the Debtor to breach almost every material provision in the
Agreement as well as its fiduciary duties by hijacking the Movant's
charitable work and mission to raise funds for itself, the creditor
tells the Court.
The creditor further asserts that it is in best interests of
creditors to appoint a Chapter 11 Trustee, an independent
fiduciary, who can effectively evaluate the company's potential
claims against Mullaney and other members of Debtors' senior
management team and outside the directors to determine whether and
to what extent such claims should be pursued.
Moreover, the Movant asserts that a trustee's oversight would
prevent the Debtor's Management, including Mullaney, from abusing
the litigation process -- as it did when it refused to comply with
the Arbitrator's discovery orders -- and will instill confidence in
the creditors who may be more willing to cooperate with the Debtor,
which will save the estate substantial legal costs.
About Wonderwork, Inc.
Wonderwork, Inc., filed a Chapter 11 petition (Bankr. S.D. N.Y.
Case No.: 16-13607) on December 29, 2016, and is represented by
Aaron R. Cahn, Esq., in New York, New York.
At the time of filing, the Debtor had $10 million to $50 million in
estimated assets and $10 million to $50 million in estimated
debts.
The petition was signed by Brian Mullaney, chief executive officer.
WOODALE PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Woodale Properties, Ltd.
901 Central Ave.
Wood Dale, IL 60191
Case No.: 17-06796
Chapter 11 Petition Date: March 6, 2017
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Carol A. Doyle
Debtor's Counsel: Ann M Erickson, Esq.
MORRISON & MIX
120 N LaSalle Street, Suite 2750
Chicago, IL 60602
Tel: (312) - 7260888 Ext.
E-mail: aerickson@morrisonandmix.com
dkmorrison@morrisonandmix.com
Total Assets: $3.51 million
Total Liabilities: $2.18 million
The petition was signed by James Gentile, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/ilnb17-06796.pdf
YIELD10 BIOSCIENCE: Appoints Richard Hamilton to Board
------------------------------------------------------
Yield10 Bioscience, Inc. announced that it has appointed Richard W.
Hamilton, Ph.D. to its Board of Directors, effective immediately.
Dr. Hamilton brings more than 20 years of experience in
agricultural biotechnology, genomics and finance to Yield10's
board. Dr. Hamilton will serve on the Audit Committee and the
Compensation Committee. Yield10 Bioscience is focused on
developing proprietary, breakthrough technologies to create
step-changes in yield for major food and feed crops to enhance
global food security.
"Bringing Richard on to the Yield10 Board reflects our commitment
to recruit a director with executive expertise in the agricultural
biotech industry," said Oliver Peoples, Ph.D., president and chief
executive officer of Yield10. "Richard's background includes an
extensive track record leading an agricultural biotechnology
company as well as broad expertise in finance and operations. In
addition, Richard has experience structuring alliances and
providing traits to major agricultural players and has a network of
connections in the global agricultural sector. We look forward to
his contributions as we discover and develop novel yield traits for
crops."
"Yield10 has assembled a unique technology platform based on
metabolic engineering for improving crop yield and has demonstrated
promising results using this approach," said Richard Hamilton. "In
particular by using genes from microbes and algae not present in
the genomes of crop plants, they are bringing new metabolic
capabilities to enhance carbon capture and seed yield simply not
available through traditional crop breeding. This mirrors the
approach and, we hope the success, of the pioneers in agricultural
biotech who developed herbicide, pesticide and, more recently,
drought tolerance traits, all of which have been based on microbial
genes. The broad translation of those traits into a wide range of
commercial crops forms the basis of the current 444 million acre,
$20 billion agricultural biotechnology sector. I look forward to
working with the board and management team to navigate the
opportunities and challenges of developing new yield traits for
crops and establishing Yield10 as a leading discovery company in
the agricultural biotechnology space."
From 2002 to 2016, Dr. Hamilton served as chief executive officer
and as a member of the board of directors at Ceres, Inc., an
agricultural biotechnology company that developed and marketed
seeds and traits to produce crops for animal feed, sugar and other
markets. From 1998 to 2002, he served as chief financial officer
of Ceres. In 2016, Ceres was acquired by Land O'Lakes. From 1996
to 1998, Dr. Hamilton was a Principal at Oxford Bioscience
Partners, one of the leading investors in the genomics field and a
founder of Ceres. He was an Associate at Boston-based MVP Ventures
from 1993 to 1996. From 1990 to 1992, he was a Howard Hughes
Medical Institute Research Fellow at Harvard Medical School. Dr.
Hamilton holds a Ph.D. in molecular biology from Vanderbilt
University and a B.S. in biology from St. Lawrence University.
The Company also announced that Celeste Beeks Mastin has stepped
down from the Board of Directors, effective immediately.
Dr. Peoples commented, "On behalf of the Board and management team,
we thank Celeste for her leadership and many contributions over the
past five years, and wish her every success in her future
endeavors."
About Yield10 Bioscience
Yield10 Bioscience, Inc., formerly known as Metabolix, Inc., is
focused on developing disruptive technologies for producing
step-change improvements in crop yield to enhance global food
security. Yield10 is leveraging an extensive track record of
innovation based around optimizing the flow of carbon intermediates
in living systems. By working on new approaches to improve
fundamental elements of plant photosynthetic efficiency and
optimizing carbon metabolism to direct more carbon to seed
production, Yield10 is advancing several yield traits it has
developed in crops such as Camelina, canola, soybean and corn.
Yield10 is based in Woburn, MA.
Metabolix changed its name to Yield10 Bioscience, Inc., effective
Jan. 9, 2017, to reflect the new mission and strategic direction of
the business.
Metabolix reported a net loss of $23.68 million in 2015, a net loss
of $29.53 million in 2014 and a net loss of $30.50 million in
2013.
As of Sept. 30, 2016, Metabolix had $13.52 million in total assets,
$4.94 million in total liabilities and $8.57 million in total
stockholders' equity.
PricewaterhouseCoopers LLP, in Boston, Massachusetts, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has suffered recurring losses from operations and has
insufficient capital resources, which raises substantial doubt
about its ability to continue as a going concern.
YULONG ECO-MATERIALS: Receives NASDAQ Delinquency Letter
--------------------------------------------------------
Yulong Eco-Materials Limited, a vertically integrated manufacturer
of eco-friendly building products located in the city of
Pingdingshan in Henan Province, China, on March 3 disclosed that it
has received a letter from the NASDAQ Stock Market ("NASDAQ")
notifying the Company that it is not in compliance with NASDAQ
Listing Rule 5250(c)(1) because it has not filed its Quarterly
Report on Form 10-Q for the period ended December 31, 2016 in a
timely manner with the Securities and Exchange Commission (the
"SEC"). NASDAQ Listing Rule 5250(c)(1) requires listed companies
to timely file all required periodic financial reports with the
SEC. This delinquency serves as an additional basis for delisting
the Company's securities from the Nasdaq Stock Market.
Previously, NASDAQ Staff had granted the Company an exception until
April 12, 2017 to file its delinquent Form 10-K for the period
ended June 30, 2016 (the "Initial Delinquent Filing") and
delinquent Form 10-Q for the period ended September 30, 2016.
About Yulong Eco-Materials Limited
Yulong Eco-Materials Limited (NASDAQ: YECO) --
http://www.yulongecomaterials.com/-- is a holding company. The
Company is a manufacturer of building products. The Company's
segments include Yulong Bricks; Yulong Concrete and Yulong
Transport, and Yulong Renewable. The Yulong Bricks segment is
engaged in the production and sale of fly-ash bricks. The Yulong
Concrete and Yulong Transport segment is engaged in the production
and sale of ready-mixed concrete. The Yulong Renewable segment is
engaged in the hauling and processing of construction waste, and
production and sale of recycled aggregates and recycled bricks.
The Company produces fly ash bricks and ready-mixed concrete. The
Company's construction waste management (CWM) business includes
hauling and processing construction waste, and producing crushed
construction waste or recycled aggregates, and bricks made from
recycled aggregates, or recycled bricks. The Company operates
principally from the city of Pingdingshan, Henan Province, in the
People's Republic of China.
[*] Angie Birdsell Joins FSS as Business Development Manager
------------------------------------------------------------
Financial Software Solutions, a provider of web-based and mobile
case management solutions to law firms and bankruptcy trustees, on
March 6, 2017, disclosed that Angie Birdsell has joined the company
in the role of business development manager. In her new position
Ms. Birdsell will focus on building out a new FSS product line in
receivership management.
Ms. Birdsell is known for her focus on client-centered services.
She brings to the role a successful track record in effectively
addressing challenges in insolvency liquidations and integrating
technology to increase efficiency and productivity.
"I am thrilled to join the most innovative company our industry,"
says Ms. Birdsell. "My successful relationships with trustees,
United States Trustees and the U.S. Bankruptcy Court staff will
inform my work, contributing to the continued success of Financial
Software Solutions."
"FSS is showing growth in all product lines, and we have an
ambitious vision for the future of cloud-based management for law
firms, bankruptcy trustees and other professionals who provide
business and financial management services to companies in
transition," states Kristi Singal, CEO of FSS. "Angie's knowledge
and experience will help us reach our goals while sustaining the
high level of client satisfaction that has helped establish FSS and
our TrusteSolutions and BlueStylus brands as industry leaders in
trustee and law firm practice management."
TrusteSolutions software helps trustees administer hundreds of
cases by streamlining ECF filings, document and asset management,
claims administration and conducting banking transactions. The
system offers an efficient proprietary workflow and is integrated
with Microsoft Exchange, allowing bankruptcy trustees to easily
associate email messages and attachments with the related case.
BlueStylus is a cloud-based practice management system that
provides legal professionals with seamless, easy to use tools for
managing information, documents, time and billing.
TrusteSolutions' parent company, Financial Software Solutions,
continues to innovate in many markets, providing time management,
document management and bank automation software.
About TrusteSolutions, BlueStylus and FSS
TrusteSolutions -- http://www.trustesolutions.com/-- is a division
of Financial Software Solutions, LLC, a Houston-based software
company that provides cloud-based enterprise software to
professionals across the United States. FSS also provides a suite
of web-based apps for legal professionals through its BlueStylus
division, which includes time and billing and document sharing
solutions. FSS is dedicated to providing enterprise-level software
that is easy to learn and easy to use, helping businesses do more
with fewer resources for enhanced productivity.
[*] Donlin Recano, AST Introduce New Brand & Corporate Website
--------------------------------------------------------------
American Stock Transfer & Trust Company, LLC (AST) on March 6,
2017, announced the launch of a new company brand and corporate
website that reflects AST's significant expansion of business lines
and services in recent years. The redesign of the AST brand was
undertaken to demonstrate the full integration of services under a
dynamic, unified corporate structure and identity. The new
website, astfinancial.com, communicates the consolidated
organization and provides an improved online user
experience through a contemporary design that offers additional
tools and resources.
With the rebrand, the market-facing name of the company will be
AST, with the exception of D.F. King & Co., Inc. and Donlin, Recano
& Company, Inc. which will retain their separate brands with an AST
association.
Brian J. Longe, President and Chief Executive Officer of AST
stated, "We are proud to announce our new brand, which conveys
AST's broad scope of services and reinforces our enhanced
capabilities. For years, many of AST's lines of business have gone
to market separately. Today, for the first time, we are leveraging
the combined strength of these lines to communicate a comprehensive
and unified suite of services that can
support companies throughout their entire lifecycle."
"The launch of the new AST brand is yet another way in which we're
redefining ourselves," said Sue Lawrence, Executive Vice President,
Chief Marketing and Strategy Officer of AST. "It underscores AST's
commitment to providing a broad range of services to our customers,
delivered through exceptional people and innovative technology.
While our logo and website have changed, our commitment to
high-quality service, expertise and innovation remains constant."
As a full-service, tech-enabled professional services firm, AST
helps companies maintain their momentum through the use of secure
corporate data, analytics, advisory services and a strategic
approach to every interaction.
About AST
AST -- http://www.astfinancial.com-- was originally founded as a
transfer agent over 45 years ago. Through organic growth and
strategic acquisitions, AST has pioneered a new model of integrated
services in the industry. AST affiliates now includes CST Trust
Company, D.F. King & Co, Inc. and Donlin, Recano & Company, Inc.
Today, AST offers a full scope of services that include registry
services, corporate proxy solicitation and advisory solutions,
employee plan services, information agent, mutual fund proxy
solicitation, shareholder identification, asset recovery and
investment management offerings.
[*] Moody's: B3- and Lower Corp. Ratings List Dip in February
-------------------------------------------------------------
The number of companies on its B3 Negative and Lower Corporate
Ratings List declined for an 11th straight month through the end of
February, Moody's Investors Service says in a new report. The list
now includes 248 companies, more than a 9% drop over this time last
year, though the still-substantial number of oil and gas firms on
the list keeps it above its long-term average of 15% of Moody's
total US speculative-grade population. Accordingly, at the end of
February, the list remained at 17%, consistent with the prior
month's percentage.
"The oil and gas industry continues to be over-represented on
Moody's list of low-rated companies," said Moody's Associate
Analyst Julia Chursin. "The energy sector accounts for 25% of the
list, more than double the share of the next-most represented
sector, consumer/business services, at 12%, and triple the share of
third-most prevalent sector, manufacturing, at 8%."
The drop in the number of companies on Moody's B3 Negative and
Lower Corporate Ratings List in February was due mainly to benign
rating actions, which exceeded defaults by five to two, Chursin
added. Both defaults, a bankruptcy and a distressed exchange,
occurred in the energy sector.
Although energy firms still tend to be rated B3 negative or lower
more often than companies from other sectors, the percentage
continues to decrease each month, Moody's says. Meanwhile, rating
downgrades continue to outnumber upgrades among companies on the
list. There was however a significant pick-up in upgrades of
Moody's speculative-grade liquidity (SGL) ratings in February,
signaling improved liquidity among low-rated companies.
*********
Monday's edition of the TCR delivers a list of indicative prices
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then-ending.
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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