/raid1/www/Hosts/bankrupt/TCR_Public/170412.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, April 12, 2017, Vol. 21, No. 101
Headlines
733 PROSPECT: Voluntary Chapter 11 Case Summary
8241 PINNACLE: Unsecureds to Get 12 Quarterly Payments of $1,500
99 CENTS: Bank Debt Trades at 15% Off
AMIGO PAT TEXAS: Voluntary Chapter 11 Case Summary
AMPLIPHI BIOSCIENCES: Will Sell Common Stock and Warrants
AVAYA INC: Court Okays Termination of 49ers Suite Pact
AYTU BIOSCIENCE: Sold Primsol to Allegis for $1.75 Million
AZTEC OIL: Secured Claims to be Paid in 48 Mos. Under Creditor Plan
BANK OF ANGUILLA: Subsidiary Sues Co. & Eastern Caribbean
BASS PRO: Bank Debt Trades at 3% Off
BELK INC: Bank Debt Trades at 16% Off
BEN SINGER: Hearing on Plan Outline Approval Set for May 4
BOMOR ENTERPRISES: Case Summary & 4 Unsecured Creditors
CAL DIVE: Bid for Conversion to Chapter 7 Approved
CANNABIS SCIENCE: Unit Buys 74.9% Stake in HIV/AIDS Test Maker
CHECKERS HOLDINGS: Moody's Assigns B3 Corporate Family Rating
CIBER INC: Case Summary & 20 Largest Unsecured Creditors
CIT GROUP: Moody's Hikes Senior Unsecured Rating to Ba2
COLFAX CORP: Moody's Affirms Ba2 Corporate Family Rating
COLFAX CORP: S&P Assigns 'BB+' Rating on New EUR350MM Unsec. Notes
COLISEUM TALLAHASSEE: U.S. Trustee Unable to Appoint Committee
COMMSCOPE HOLDING: S&P Raises Rating on Unsecured Debt to 'BB-'
COVENANT PLASTICS: U.S. Trustee Unable to Appoint Committee
CYTORI THERAPEUTICS: Appoints Gregg Lapointe as Director
CYTORI THERAPEUTICS: Will Issue Restricted Shares Under 2014 Plan
CYTOSORBENTS CORP: Gets $8.9 Million from Stock Offering
DEWEY & LEBOEUF: Consultant Can't Show Improper Fin'l Statements
DIFFUSION PHARMACEUTICALS: Announces Closing of Private Placement
DOUBLE J FARMS: U.S. Trustee Unable to Appoint Committee
EAST WEST COPOLYMER: Case Summary & 20 Largest Unsecured Creditors
FAIRMOUNT SANTROL: Fitch Assigns B- Long-Term IDR; Outlook Stable
FANNIE MAE: Principal Accounting Officer Gregory Fink Will Leave
FANOUS JEWELERS: Issa Fanous Tries to Block Disclosures Okay
FEDERATION EMPLOYMENT: Panel Blames Loeb & Troper for Bankruptcy
FENIX PARTS: Covenant Breach Raises Going Concern Doubt
FIRST PHOENIX-WESTON: Unsecured Insiders to Get 50% in Sabra Plan
GARDA WORLD: Fitch Affirms B+ Long-Term Issuer Default Rating
GENERAL EXCAVATION: Case Summary & 12 Unsecured Creditors
GEO V. HAMILTON: Hearing on Plan Outline Approval Set for May 11
GETTY IMAGES: Bank Debt Trades at 12% Off
GLOBAL ASSET: Case Summary & 16 Largest Unsecured Creditors
GLYECO INC: Incurs $2.26 Million Net Loss in 2016
GOLDEN MARINA: Hires Nijman Franzetti as Special Counsel
GREAT FALLS DIOCESE: Hires Elsaesser Jarzabek Anderson as Attorneys
GREAT FALLS DIOCESE: Taps Davis Hatley Haffeman as Special Counsel
GREENSHIFT CORP: Effecting 1-for-100 Reverse Stock Split
GYMBOREE CORP: BANK Debt Trades at 59% Off
HAMPSHIRE GROUP: $4.5M Contract Lawsuit Remains in New York
HD SUPPLY: S&P Raises CCR to 'BB'; Outlook Stable
HIDALGO ACCOMMODATIONS: Plan Confirmation Set for May 31
HISTORIC TIMBER: Plan Confirmation Hearing on May 4
HOUSTON AMERICAN: Updates Investor Presentations
IHEARTCOMMUNICATIONS INC: Extends Private Offers to Noteholders
IMPACTING A GENERATION: U.S. Trustee Unable to Appoint Committee
INMAR INC: S&P Affirms 'B' CCR; Outlook Stable
INTERPACE DIAGNOSTICS: Enters Convertible Note Waiver Agreement
INTREPID POTASH: V. Prem Watsa et al. Hold 13.6% Equity Stake
JACK ROSS: Unsecureds to Get Quarterly Disbursements of $18,000
JET SERVICES: Case Summary & 20 Largest Unsecured Creditors
LANTHEUS HOLDINGS: SEC Grants Confidential Treatment
LEGEND OIL: Is Puzzled That Stock Price Remains 'Volatile'
LEO AUTO BROKER: U.S. Trustee Unable to Appoint Committee
LILY ROBOTICS: Creditors Panel Hires Lowenstein Sandler as Counsel
LIMITED STORES: Panel OK'd Not to Share Confidential Information
LINDLEY FIRE: Creditors' Panel Hires Marshack Hays as Counsel
MARINA BIOTECH: Signs $500,000 Line of Credit with Autotelic
MARRONE BIO: Delays Filing of Fiscal 2016 Form 10-K
MARRONE BIO: Reports $31 Million Net Loss for 2016
MCK MILLENNIUM: Hires Colliers International as Real Estate Broker
MERRIMACK PHARMACEUTICALS: Appoints Yasir Al-Wakeel as PAO
MESOBLAST LTD: Initiates Interim Analysis for Phase 3 CHF Trial
MICHAEL BAKER: Moody's Revises Outlook to Pos. & Affirms B3 CFR
MICHAEL BAKER: S&P Affirms 'B+' CCR; Outlook Stable
MIDCONTINENT EXPRESS: Moody's Affirms Ba2 CFR; Outlook Negative
MILLER MARINE: Hires Charles M. Wynn as Bankruptcy Attorney
MMDS OF NORTH CAROLINA: Case Summary & 20 Top Unsecured Creditors
NET ELEMENT: Reports 2016 Full Year Results
NEXT GROUP: Will File Form 10-K Within Extension Period
NOTIS GLOBAL: Delays Filing of Fiscal 2016 Form 10-K
NXT CAPITAL: Moody's Keeps B1 Term Loan Rating on Loan Upsize
ONCONOVA THERAPEUTICS: Ernst & Young LLP Casts Going Concern Doubt
OPE INMAR: Moody's Assigns B2 CFR; Stable Outlook
PARETEUM CORP: Extends Maturity of Corbin Credit Pact to 2018
PETCO ANIMAL: Bank Debt Trades at 6% Off
PETSMART INC: Bank Debt Trades at 5% Off
PHOTOMEDEX INC: Closes Contribution Agreement with First Capital
PITTSBURGH CORNING: Asbestos Trust Wants to Bring Co. Back to Ch 11
PLATINUM PARTNERS: NBI Agent May Have Tipped Reporters in Fraud
PPI DIRECT: Case Summary & 20 Largest Unsecured Creditors
PROGRESO ISD: Fitch Hikes Issuer Default Rating From BB+
PROINOS BREAKFAST: U.S. Trustee Unable to Appoint Committee
QUALITY CARE: Moody's Puts B2 CFR Under Review for Downgrade
RAIN TREE: Hires Gordon & Melun as Attorney
RENNOVA HEALTH: Delays Filing of Fiscal 2016 Form 10-K
RENNOVA HEALTH: Files Notice of Exempt Offering of Securities
RJR TOWING: U.S. Trustee Unable to Appoint Committee
ROCKY MOUNTAIN: Approves 2017 Incentive Plan
ROOT9B HOLDINGS: Gregory Morris Continues to Serve on the Board
SAMUEL E. WYLY: IRS, Trustee Object to Fees for Lawyers, Consultant
SEANIEMAC INTERNATIONAL: Delays Filing of Fiscal 2016 Form 10-K
SNYDER & SCHNEIDER: Court Denies Approval of Plan Outline
SUNOCO LP: Fitch Puts BB- IDR on Rating Watch Positive
SURVEYMONKEY INC: S&P Rates Proposed $375MM Secured Loans 'B-'
TEMPO ACQUISITION: Moody's Assigns B2 CFR; Outlook Stable
TENNANT COMPANY: Moody's Assigns 1st-Time B1 CFR; Outlook Stable
TESLA INC: S&P Affirms 'B-' Rating, Off CreditWatch Negative
THORNTON & THORNTON: Voluntary Chapter 11 Case Summary
TOSHIBA CORP: Warns of Ability to Continue as Going Concern
TOWERSTREAM CORP: Reports $22.2 Million Net Loss for 2016
TX.C.C. INC: Hires Weycer Kaplan Pulaski & Zuber as Attorneys
ULURU INC: Announces Closing of $6 Million Financing
ULURU INC: Delays Form 10-K Over Change in Management
UMATRIN HOLDING: Will File Form 10-K Within Grace Period
UNISYS CORP: S&P Assigns 'BB-' Rating on New $425MM Secured Notes
UPLIFT RX: Case Summary & 20 Largest Unsecured Creditors
VERSAR INC: Urish Popeck & Co., LLC Casts Going Concern Doubt
VERTEX ENERGY: Hires Ham Langston & Brezina as New Accountants
VYCOR MEDICAL: Fountainhead Hikes Equity Stake to 50.1%
WALTER INVESTMENT: Three Directors Won't Stand for Re-election
XTANT MEDICAL: EKS&H LLLP Raises Going Concern Doubt
YORK RISK: Bank Debt Trades at 3% Off
ZYNEX INC: Delays Filing of Fiscal 2016 Form 10-K
*********
733 PROSPECT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 733 Prospect Realty Service Corp.
c/o Jose E. Suarez
689 Prospect Avenue
Bronx, NY 10455
Case No.: 17-10957
About the Debtor: The Debtor owns a single real-estate asset
that is known as 733 Prospect Avenue, Bronx,
NY 10455. The Premises is an apartment
building with 17 residential apartments. At
the time Debtor acquired the Premises it
needed substantial renovation work, to
include correcting building violations, and
it had significant tax debts to N.Y.C. The
unpaid taxes to N.Y.C. grew because of
accrued interest, and these tax liens were
sold by N.Y.C. to third parties. One
purchaser of a N.Y.C. tax lien commenced a
tax foreclosure action against the Premises.
The Debtor is seeking both a refinancing and
a buyer of the Premises so as to pay off the
liens. However, a foreclosure auction of
the Premises has been scheduled before
the Debtor has been able to do so. Other
than its residential apartment building, the
Debtor is not operating a business and
the Debtor does not intend to operate one.
Chapter 11 Petition Date: April 10, 2017
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Debtor's Counsel: Albert H. Barkey, Esq.
ALBERT H. BARKEY, ESQ.
P.O. Box 1012
Cooper Station
New York, NY 10276-1012
Tel: (212) 677-5776
Fax: (646) 219-3072
Email: ahbarkey@aol.com
ahboffice@yahoo.com
Total Assets: $2 million
Total Liabilities: $1.17 million
The petition was signed by Jose E. Suarez, vice president of the
Debtor.
There are no holders of unsecured claims against the Debtor. All
the Debtor's creditors are secured claimants. The holders of the
five largest secured claims are:
* NYCTL 1998-2 Trust and The Bank of New York Mellon, as
Collateral Agent and Custodian c/o Phillips Lyte LLP, 28 East
Main Street, Suite 1400, Rochester, NY 14614; undisputed
liquidated claim: $113,000.
* NYCTL 1998-2 c/o MTAG Services, LLC, P.O. Box 4038, Capitol
Heights, MD 20791; undisputed liquidated claim: $145,000.
* NYC Department of Housing, Preservation & Development,
Mortgage Services, 100 Gold Street, New York, NY 10038;
undisputed liquidated claim: $614,000.
* NYC Department of Finance, Office of Legal Affairs, 345 Adams
Street, 3rd Floor, Brooklyn, NY 11201; undisputed liquidated
claim: $273,240.
* NYC Water Board DEP/BCS, Bankruptcy Division 13th Floor, 59-
17 Junction Blvd., Corona, NY 11368; undisputed liquidated
claim: $33,000.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nysb17-10957.pdf
8241 PINNACLE: Unsecureds to Get 12 Quarterly Payments of $1,500
----------------------------------------------------------------
8241 Pinnacle, LLC, filed with the U.S. Bankruptcy Court for the
District of Arizona its proposed plan to exit Chapter 11
protection.
Under the plan, Specialized Loan Servicing LLC will have an allowed
Class 3 secured claim in the amount of $744,560.
The claim, which is secured by a real property owned by 8241
Pinnacle in Scottsdale, Arizona, will be paid pursuant to an agreed
order issued previously by the court. SLS will release its lien
once its secured claim is paid.
Meanwhile, 8241 Pinnacle believes there are no general unsecured
claims against the company but proposes nevertheless to make 12
quarterly payments of $1,500 for these claims, which are classified
in Class 5 under the plan.
8241 Pinnacle will retain all of its interests in exempt and
non-exempt assets. All estate property will vest in the company
upon confirmation of the plan. A member of 8241 Pinnacle will
inject $15,000 new value into the company once the plan is
confirmed, according to its disclosure statement filed on March
30.
A copy of the disclosure statement is available for free at:
https://is.gd/kfHYLx
About 8241 Pinnacle
8241 Pinnacle, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 16-09064) on August 8,
2016. The petition was signed by Charles T. Sullivan, authorized
representative. The Debtor is represented by Richard W. Hundley,
Esq., at Berens, Kozub, Kloberdanz & Blonstein.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
99 CENTS: Bank Debt Trades at 15% Off
-------------------------------------
Participations in a syndicated loan under 99 Cents Only Storesis a
borrower traded in the secondary market at 85.25
cents-on-the-dollar during the week ended Friday, April 7, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.31 percentage points from the
previous week. 99 Cents pays 350 basis points above LIBOR to
borrow under the $0.614 billion facility. The bank loan matures on
Jan. 13, 2019 and carries Moody's Caa1 rating and Standard & Poor's
CCC+ rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended April 7.
AMIGO PAT TEXAS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Amigo PAT Texas LLC
dba Polston Applied Technologies Texas
710 McCarty Street
Houston, TX 77029
Case No.: 17-32169
Business Description: Amigo PAT Texas, LLC--
http://www.polstonprocesstx.com-- provides
industrial and municipal cleaning services,
along with video and sonar inspection
services. Its system is able to effectively
remove large amounts of grit and sand, and
separate it from sludge or water.
Chapter 11 Petition Date: April 7, 2017
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Jeff Bohm
Debtor's Counsel: Aaron James Power, Esq.
PORTER HEDGES LLP
1000 Main 36th Flr
Houston, TX 77002
Tel: 713-226-6631
Fax: 713-226-6231
E-mail: apower@porterhedges.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Charles L. McDaniel, sole member and
manager.
The Debtor failed to include a list of its 20 largest unsecured
creditors at the time of the filing.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txsb17-32169.pdf
AMPLIPHI BIOSCIENCES: Will Sell Common Stock and Warrants
---------------------------------------------------------
AmpliPhi Biosciences Corporation filed a Form S-1 registration
statement with the Securities and Exchange Commission in connection
with a proposed offering of shares of its common stock and warrants
to purchase shares of its common stock. The prospectus is
preliminary, is not complete and may be changed.
The Company's common stock is listed on the NYSE MKT under the
symbol "APHB." On April 5, 2017, the last reported sale price of
the Company's common stock on the NYSE MKT was $0.415 per share.
The public offering price per share and accompanying warrant will
be determined between the Company and the underwriter at the time
of pricing, and may be at a discount to the current market price.
There is no established public trading market for the warrants, and
the Company does not expect a market to develop. In addition, the
Company does not intend to apply for a listing of the warrants on
any national securities exchange.
A full-text copy of the Form S-1 prospectus is available for free
at https://is.gd/nuuA1z
About AmpliPhi
AmpliPhi Biosciences Corp. is a biotechnology company focused on
the discovery, development and commercialization of novel phage
therapeutics. Its principal offices occupy approximately 1,000
square feet of leased office space pursuant to a month-to-month
sublease, located at 3579 Valley Centre Drive, Suite 100, San
Diego, California. It also leases approximately 700 square feet of
lab space in Richmond, Virginia, approximately 5,000 square feet of
lab space in Brookvale, Australia, and approximately 6,000 square
feet of lab and office space in Ljubljana, Slovenia.
Ampliphi reported a net loss attributable to common stockholders of
$24.27 million for the year ended Dec. 31, 2016, compared to a net
loss attributable to common stockholders of $10.79 million for the
year ended Dec. 31, 2015.
As of Dec. 31, 2016, AmpliPhi had $18.19 million in total assets,
$8.47 million in total liabilities and $9.72 million in total
stockholders' equity.
Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going concern.
AVAYA INC: Court Okays Termination of 49ers Suite Pact
------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that the Hon.
Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern
District of New York has granted Avaya Holdings Inc.'s request to
back out of a 10-year commitment to license a San Francisco 49ers
stadium suite after the Debtor drew attention to the team's recent
losing seasons in a court filing.
As reported by the Troubled Company Reporter on March 6, 2017,
Law360 reported that the Debtor sought the Court's authorization to
terminate the accord signed in 2012 to lease an executive suite in
Levi's Stadium for 49ers home games.
About Avaya Inc.
Avaya Inc., together with its affiliates, is a multinational
company that provides communications products and services,
including, telephone communications, internet telephony, wireless
data communications, real-time video collaboration, contact
centers, and customer relationship software to companies of various
sizes.
The Avaya Enterprise serves over 200,000 customers, consisting of
multinational enterprises, small- and medium-sized businesses, and
911 services as well as government organizations operating in a
diverse range of industries. It has approximately 9,700 employees
worldwide as of Dec. 31, 2016.
Avaya Inc. and 17 of its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089)
on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA,
chief restructuring officer. Judge Stuart M. Bernstein
presides over the cases.
The Debtors disclosed $5.52 billion in assets and $6.35 billion in
liabilities as of September 30, 2016.
The Debtors have hired Kirkland & Ellis LLP as legal counsel;
Centerview Partners LLC as investment banker; Zolfo Cooper LLC as
restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG
LLP as tax and accountancy advisor; and The Siegfried Group, LLP as
financial services consultant.
On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an
official committee of unsecured creditors.
AYTU BIOSCIENCE: Sold Primsol to Allegis for $1.75 Million
----------------------------------------------------------
Aytu BioScience, Inc. announced the divestiture of Primsol, an oral
antibiotic solution for urinary tract infections, to Allegis
Holdings, LLC. The sale price of $1.75 million was paid in cash
upon closing on March 31, 2017. Primsol will remain on the market
during the transition. Aytu and Allegis will work collectively
over the coming weeks to effectively transition Primsol to
Allegis.
"The divesture of Primsol provides Aytu with non-dilutive cash to
help support the ongoing U.S. launch of Natesto while we also
initiate commercial efforts outside the U.S. for MiOXSYS," said
Josh Disbrow, chief executive officer of Aytu BioScience. "The
acquisition of Primsol was early in Aytu's development and was part
of our strategy to enable the company's quick commercial build-out
and generation of revenue. As Natesto, an important new treatment
option for the approximately 13 million men in the U.S. who have
low testosterone, is our primary focus given its large market
opportunity, we believe Aytu is now even more strongly positioned
to maximize its near-term growth potential with the addition of
this cash."
About Aytu Bioscience
Aytu BioScience, Inc. (OTCMKTS:AYTU) is a commercial-stage
specialty healthcare company concentrating on developing and
commercializing products with an initial focus on urological
diseases and conditions. Aytu is currently focused on addressing
significant medical needs in the areas of urological cancers,
hypogonadism, urinary tract infections, male infertility, and
sexual dysfunction.
Aytu Bioscience reported a net loss of $28.18 million for the year
ended June 30, 2016, following a net loss of $7.72 million for the
year ended June 30, 2015. As of Dec. 31, 2016, Aytu Bioscience had
$21.50 million in total assets, $11.05 million in total liabilities
and $10.44 million in total stockholders' equity.
EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2016, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about the Company's ability to continue as a
going concern.
AZTEC OIL: Secured Claims to be Paid in 48 Mos. Under Creditor Plan
-------------------------------------------------------------------
Franklin Fisher, Jr., and Livingston Growth Fund Trust, creditors
of Aztec Oil & Gas, Inc., and Azetec Energy, LLC, filed with the
U.S. Bankruptcy Court for the Southern District of Texas a first
amended disclosure statement dated April 3, 2017, describing their
competing Chapter 11 plan of liquidation for the Debtors.
Under the Plan, all secured claims will retain their rights in
their collateral, and will be paid over 48 months, with 6%
interest. It is anticipated that there will be no secured claims.
Secured Claims under the Plan are impaired.
Treatment for the Class 1 Secured Claim of Creditsuisse, Ltd., is
to be determined through Adversary No. 16-03106.
On the Effective Date, the litigation trust will be created. The
Litigation Trust will be governed by the Litigation Trust
Agreement, the Plan and the confirmation plan order. The terms of
the employment of the Litigation Trustee will be set forth in the
Litigation Trust Agreement or the confirmation court order. On the
Effective Date, the Debtors will transfer all assets to Aztec Oil &
Gas, Inc. Aztec Oil & Gas will then transfer all claims and causes
of action to the Litigation Trust. All transfers to the Litigation
Trust will be free and clear of all liens, claims, interests and
encumbrances. Holders of allowed claims will look solely to the
Litigation Trust for the satisfaction of their claims.
For federal income tax purposes, the transfer of the identified
assets to the Litigation Trust will be deemed to be a transfer to
the holders of allowed claims (who are the Litigation Trust
beneficiaries), followed by a deemed transfer by the beneficiaries
to the Litigation Trust.
Under the Plan, all remaining assets and rights of the Debtors will
vest in Aztec Oil & Gas, Inc., with all litigation claims then
being transferred to the Litigation Trust. Aztec Oil & Gas, Inc.,
will continue in existence and will manage the transferred assets
and rights. All other entities will be dissolved. The
Litigation Trust will investigate and prosecute claims for the
benefit of the unsecured claims of all entities, pro rata.
The First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/txsb16-31895-189.pdf
As reported by the Troubled Company Reporter on March 20, 2017, the
Creditors previously filed with the Court a disclosure statement
describing their competing Chapter 11 plan of liquidation for the
Debtors. That plan provides that all remaining assets of the
Debtors will be transferred to Aztec Oil, with all litigation
claims transferred to a litigation trust for the benefit of all
unsecured creditors. All entities will be dissolved other than
Aztec Oil, which will continue operations. According to the
Disclosure Statement, Mr. Fisher, since 2006, was constantly called
upon to lend money to Aztec to keep it afloat.
About Aztec Oil & Gas
Houston, Texas-based Aztec Oil & Gas, Inc. (Bankr. S.D. Tex. Case
No. 16-31895) and affiliates Aztec Energy, LLC (Bankr. S.D. Tex.
Case No. 16-31896), Aztec Operating Company (Bankr. S.D. Tex. Case
No. 16-31897), Aztec Drilling & Operaring LLC (Bankr. S.D. Tex.
Case No. 16-31898), Aztec VIIIB Oil & Gas LP (Bankr. S.D. Tex. Case
No. 16-31899), Aztec VIIIC Oil & Gas LP (Bankr. S.D. Tex. Case No.
16-31900), Aztec XA Oil & Gas LP (Bankr. S.D. Tex. Case No.
16-31901), Aztec XB Oil & Gas LP (Bankr. S.D. Tex. Case No.
16-31902), Aztec XC Oil & Gas LP (Bankr. S.D. Tex. Case No.
16-31903), Aztec XI-A Oil & Gas LP (Bankr. S.D. Tex. Case No.
16-31904), Aztec XI-B Oil & Gas LP (Bankr. S.D. Tex. Case No.
16-31905), Aztec XI-C Oil & Gas LP (Bankr. S.D. Tex. Case No.
16-31907), Aztec XI-D Oil & Gas LP (Bankr. S.D. Tex. Case No.
16-31908), Aztec XII-A Oil & Gas LP (Bankr. S.D. Tex. Case No.
16-31909), Aztec XII-B Oil & Gas LP (Bankr. S.D. Tex. Case No.
16-31910), Aztec XII-C Oil & Gas LP (Bankr. S.D. Tex. Case No.
16-31911), Aztec Comanche A Oil & Gas LP (Bankr. S.D. Tex. Case No.
16-31912), and Aztec Comanche B Oil & Gas, LP (Bankr. S.D. Tex.
Case No. 16-31913) filed separate Chapter 11 bankruptcy petitions
on April 13, 2015. The petitions were signed by Jeremy Driver,
president.
Judge David R. Jones presides over Aztec Oil & Gas' case. Judge
Marvin Isgur presides over the cases of Aztec Energy, LLC, and
Aztec Operating Company.
Kristin Nicole Rhame, Esq., at Christin, Smith & Jewell, LLP,
serves as the Debtors' bankruptcy counsel.
Aztec Oil & Gas, Inc., estimated assets between $100,000 and
$500,000 and its liabilities between $500,000 and $1 million.
Aztec Energy, LLC, and Aztec Operating Company each estimated their
assets and liabilities at up to $50,000 each.
BANK OF ANGUILLA: Subsidiary Sues Co. & Eastern Caribbean
---------------------------------------------------------
Ryan Boysen, writing for Bankruptcy Law360, reports that National
Bank of Anguilla (Private Banking & Trust) Ltd.'s Private Banking &
Trust subsidiary, which handles offshore accounts, has filed a
lawsuit against the Company and Caribbean financial regulator
Eastern Caribbean Central Bank for allegedly raiding $175 million
from the unit's private deposits to prop up the Company before its
bankruptcy, then illegally transferring the money to Bank of
America NA. According to the report, the Eastern Caribbean Central
Bank improperly took control of the subsidiary when the Company was
placed under regulatory supervision in 2013.
About National Bank of Anguilla
The National Bank of Anguilla was formed in 1984 and started
operating in 1985, when it acquired the Anguilla branch of the Bank
of America National Trust & Savings Association, according to its
website. The private-banking unit provides financial services to
offshore clients around the world and is wholly owned by its
parent, Bloomberg News notes.
The parent ceased banking operations on April 22, 2016. It started
liquidating in an Anguillan court the following month. On May 26,
it petitioned for bankruptcy court protection from U.S. creditors.
Banking operations were transferred to the National Commercial Bank
of Anguilla, which is wholly owned by the government.
The private bank's case is In re National Bank of Anguilla (Private
Banking & Trust Ltd.) Case No. 16-11806 (Bankr. S.D.N.Y.). The
parent's case is Case No. 16-11529 in the same bankruptcy court.
BASS PRO: Bank Debt Trades at 3% Off
------------------------------------
Participations in a syndicated loan under Bass Pro Group LLC is a
borrower traded in the secondary market at 96.68
cents-on-the-dollar during the week ended Friday, April 7, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.98 percentage points from the
previous week. Bass Pro pays 350 basis points above LIBOR to
borrow under the $2.97 billion facility. The bank loan matures on
Nov. 14, 2023 and carries Moody's B1 rating and Standard & Poor's
B+ rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended April 7.
BELK INC: Bank Debt Trades at 16% Off
-------------------------------------
Participations in a syndicated loan under BELK, Inc is a borrower
traded in the secondary market at 84.46 cents-on-the-dollar during
the week ended Friday, April 7, 2017, according to data compiled by
LSTA/Thomson Reuters MTM Pricing. This represents a decrease of
0.63 percentage points from the previous week. BELK, Inc pays 450
basis points above LIBOR to borrow under the $1.5 billion facility.
The bank loan matures on Nov. 19, 2022 and carries Moody's B2
rating and Standard & Poor's B rating. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
April 7.
BEN SINGER: Hearing on Plan Outline Approval Set for May 4
----------------------------------------------------------
The Hon. Rebecca B. Connelly of the U.S. Bankruptcy Court for the
Western District of Virginia will hold on May 4, 2017, at 10:00
a.m. a hearing to consider the approval of Ben Singer, LLC's
amended disclosure statement dated March 31, 2017, referring to the
Debtor's amended plan of reorganization dated March 31, 2017.
May 3, 2017, is fixed as the last date for filing objections to the
Amended Disclosure Statement.
Ben Singer, LLC, filed a Chapter 11 petition (Bankr. W.D. Va. Case
No. 16-60848) on April 27, 2016, and is represented by Andrew S
Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C.
BOMOR ENTERPRISES: Case Summary & 4 Unsecured Creditors
-------------------------------------------------------
Debtor: Bomor Enterprises, LLC
100 E. Liberty St., Ste 600
Reno, NV 89501
Case No.: 17-50421
Type of Debtor: Bomer Enterprises is a Nevada limited liability
company. A meeting of creditors under Section
341 of the Bankruptcy Code has been set for
May 15, 2017, at 2:00 p.m. at Young Bldg,Rm 3087.
Last day to file proof of claims is on Aug. 14,
2017.
Chapter 11 Petition Date: April 9, 2017
Court: United States Bankruptcy Court
District of Nevada (Reno)
Judge: Hon. Bruce T. Beesley
Debtor's Counsel: Illyssa I. Fogel, Esq.
ILLYSSA I. FOGEL & ASSOCIATES
PO Box 437
25 N. US HWY 95 SO.
McDermitt, NV 89421
Tel: (775) 532 8088
Fax: (775) 532 8099
Email: ifogel@iiflaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $0 to $50,000
The petition was signed by Iris A. Higgs, manager.
A copy of the Debtor's list of four unsecured creditors is
available for free at http://bankrupt.com/misc/nvb17-50421.pdf
CAL DIVE: Bid for Conversion to Chapter 7 Approved
--------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has converted, at the behest of Cal Dive
International, Inc., et al., the Debtors' Chapter 11 cases to cases
under Chapter 7.
Jeff Montgomery, writing for Bankruptcy Law360, reports that Cal
Dive attorney Suzzanne S. Uhland of O'Melveny & Myers LLP told
Judge Sontchi the decision followed a long effort to first pare
down and reorganize the Cal Dive and then sell off its assets
through Chapter 11.
The Court will schedule on or before April 10, 2017, a hearing on
the final fee applications for professionals.
The Debtors are authorized to pay the fee examiner a retainer in
the amount of $15,000 to cover post-conversion services by the fee
examiner through April 10, 2017, in reviewing the final fee
applications of Chapter 11 professionals.
The claims agent will continue to be employed post-conversion
through April 10, 2017. The claims agent will be paid for its work
after the conversion date (i) first, from its retainer in the
amount of $2,848.26, and (ii) second, from a supplemental retainer
in the amount of $35,000 that the Debtors are authorized to pay
prior to the conversion date. The retainer and the supplemental
retainer will cover post-conversion services provided by the claims
agent through April 10.
A copy of the court order is available at:
http://bankrupt.com/misc/deb15-10458-1728.pdf
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.
CANNABIS SCIENCE: Unit Buys 74.9% Stake in HIV/AIDS Test Maker
--------------------------------------------------------------
Cannabis Science, Inc., a U.S. company specializing in cannabis
formulation-based drug development, disclosed April 5 that its
subsidiary Cannabis Science Europe GmbH (CBIS EU) has acquired
74.9% of a German Bio Med Corporation "Jinvator Bio Med GmbH"
(Jinvator), the creator of an ultra-sensitive rapid HIV/AIDS test
based on nano-particle technology for the detection of HIV in the
early stage of infection.
CBIS EU and Jinvator have agreed to immediately refine, develop,
and bring the nanoGold test to market -- a product that expedites
early HIV-testing without the risk of diagnostic gaps. Both
Companies will mutually share the development of intellectual
property and innovative advancements of bringing the technology to
consumers now.
HIV/AIDS is one of the most severe epidemics of modern times,
affecting 34 million patients globally. The prospect of being
cured increases with early detection. Recent studies have shown
that newborns, when timely diagnosed, can be cured from HIV/AIDS.
Despite current tests being able to detect HIV within three months
of infection with a 99% chance, the 1% uncertainty factor still
remains. The nanoGold test aims to eliminate that risk by using
nanotechnology to safely diagnose HIV within one week of infection.
The highly-sensitive nanoGold test has the capability to detect a
single virus in blood or saliva with a 10,000-fold dilution. The
test is also suitable for diagnosing HIV in newborn babies.
"There is an enormous market for the nanoGold test, ranging from
the general public, to diagnostic laboratories, blood banks, and
hospitals. As an original and unrivaled testing kit designed for
convenience and quick diagnosis, there is opportunity for the
product to be well-received globally. In addition, the nanoGold
test is produced to be more cost-effective for the consumer, in
contrast to other related products on the market. Moreover, it can
be performed and evaluated easily without technical aids," stated
Jinvator President, Dr. R. S. Bhardwaj."
About Jinvator Bio Med GmbH
Jinvator Bio Med GmbH is a German Bio Medical Corporation that
focuses on the production of pharmaceutical raw materials,
development of therapeutics, medication, diagnostics and related
products. The company assumes commercial and technological
consulting and services for the biotechnological sector.
About Cannabis
Cannabis Science, Inc., was incorporated under the laws of the
State of Colorado, on Feb. 29, 1996, as Patriot Holdings, Inc. On
Aug. 26, 1999, the Company changed its name to National Healthcare
Technology, Inc. On June 6, 2007, the Company changed its name
from National Healthcare Technology, Inc., to Brighton Oil & Gas,
Inc., and converted to a Nevada corporation. On March 25, 2008 the
Company changed its name to Gulf Onshore, Inc. On April 6, 2009,
the Company changed its name to Cannabis Science, Inc., and
obtained a new CUSIP number.
Cannabis is at the forefront of medical marijuana research and
development. The Company works with world authorities on
phytocannabinoid science targeting critical illnesses, and adheres
to scientific methodologies to develop, produce, and commercialize
phytocannabinoid-based pharmaceutical products. In sum, the
Company is dedicated to the creation of cannabis-based medicines,
both with and without psychoactive properties, to treat disease and
the symptoms of disease, as well as for general health
maintenance.
The Company reported a net comprehensive loss of $18.6 million in
2015, following a net comprehensive loss of $16.9 million in 2014.
As of Sept. 30, 2016, Cannabis had $1.08 million in total assets,
$5.42 million in total liabilities and a total stockholders'
deficit of $4.34 million.
Turner, Stone & Company, L.L.P., Certified Public Accountants,
issued a "going concern" opinion on the Company's consolidated
financial statements for the year ended Dec. 31, 2015, citing that
the Company has suffered recurring losses from operations since
inception, has a working capital deficiency and will need to raise
additional capital to fund its business operations and plans.
Furthermore, there is no assurance that any capital raise will be
sufficient to complete the Company's business plans. These
conditions raise substantial doubt about its ability to continue as
a going concern, the auditors said.
CHECKERS HOLDINGS: Moody's Assigns B3 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Checkers
Holdings, Inc.'s proposed $192.5 million senior secured 1st lien TL
and $25 million 1st lien revolver. In addition, Moody's assigned
the company a B3 Corporate Family Rating (CFR) and B3-PD
Probability of Default Rating (PDR). The ratings outlook is
stable.
Proceeds from the proposed $192.5 million 1st lien TL along with
proceeds from an $87.5 million 2nd lien TL (not rated) and $254
million of contributed equity from Oak Hill Capital Partners and
management will be used to finance the acquisition of Checkers
Drive-In Restaurants, Inc. for about $525 million. Ratings are
subject to receipt and review of final documentation.
The following summarizes rating action:
Assignments:
Issuer: Checkers Holdings, Inc.
-- Probability of Default Rating, Assigned B3-PD
-- Corporate Family Rating, Assigned B3
-- Senior Secured Bank Credit Facility, Assigned B1 (LGD 3)
Outlook Actions:
Issuer: Checkers Holdings, Inc.
-- Outlook, Assigned Stable
RATINGS RATIONALE
The B3 Corporate Family Rating reflects Checkers high leverage and
modest interest coverage pro forma for the proposed transaction
with leverage on a debt to EBITDA basis of about 6.8 times and EBIT
coverage of interest of around 1.27 times for the LTM period ending
December 31, 2016. The ratings also reflect Moody's concern that
soft consumer spending and intense competition with a high level of
promotions and discounting throughout the industry will pressure
same-store sales, earnings and debt protection metrics. The ratings
are supported by the company's material level of brand awareness,
reasonable scale, diversified day-part and adequate liquidity.
The stable outlook reflects Moody's view that operating performance
will modestly improve as the company grows its restaurant base
through both franchised and company-owned units. The stable outlook
also anticipates that Checkers maintains adequate liquidity and
will de-lever over time.
Factors that could result in an upgrade include a sustained
improvement in earnings driven by positive operating trends and
lower costs. Specifically, an upgrade would require debt to EBITDA
approaching 5.25 times and EBITA coverage of interest above 1.75
times on a sustained basis. A higher rating would also require an
improved liquidity profile.
Factors that could result in a downgrade include an inability to
improve credit metrics from pro forma levels over the next twelve
months. Specifically, a downgrade could occur in the event debt to
EBITDA exceeded 6.5 time or EBITA to interest was below 1.1 times
on a sustained basis. A deterioration in liquidity for any reason
could also result in negative ratings pressure.
Checkers Holdings., Inc. is the parent holding company of Checkers
Drive-in Restaurants, Inc. (Checkers) which owns, operates, and
franchises hamburger quick service restaurants under the brand
names Checkers and Rally's Hamburgers. Annual revenues are
approximately $350 million. Checkers is being acquired by Oak Hill
Capital Partners and management.
The principal methodology used in these ratings was Restaurant
Industry published in September 2015.
CIBER INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Affiliated Debtors that filed separate Chapter 11 bankruptcy
petitions:
Debtor Case No.
------ --------
CIBER, Inc. 17-10772
6312 South Fiddler's Green Circle
Suite 600E
Greenwood Village, CO 80111
CIBER International LLC 17-10773
CIBER Consulting, Incorporated 17-10774
Business Description: CIBER, Inc. -- www.ciber.com -- is a global
information technology consulting, services
and outsourcing company. Founded in
1974, the Company trades on the New York
Stock Exchange (NYSE: CBR).
Chapter 11 Petition Date: April 9, 2017
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Brendan Linehan Shannon
Debtors'
Bankruptcy
Counsel: Brett H. Miller, Esq.
Dennis L. Jenkins, Esq.
Daniel J. Harris, Esq.
Benjamin Butterfield, Esq.
MORRISON & FOERSTER LLP
250 West 55th Street
New York, New York 10019
Tel: (212) 468-8000
Fax: (212) 468-7900
Email: brettmiller@mofo.com
djenkins@mofo.com
dharris@mofo.com
bbutterfield@mofo.com
Debtors'
Local
Counsel: Mark Minitti, Esq.
Monique B. DiSabatino, Esq.
SAUL EWING LLP
1201 N. Market Street, Suite 2300
P.O. Box 1266
Wilmington, Delaware 19899
Tel: (302) 421-6840
Fax: (302) 421-5873
Email: mminuti@saul.com
mdisabatinoasaul.com
- and -
Sharon L. Levine, Esq.
Dipesh Patel, Esq.
SAUL EWING LLP
1037 Raymond Boulevard, Suite 1520
Newark, New Jersey 07102
Tel: (973) 286-6718
Fax: (973) 286-6821
Email: slevine@saul.com
dpatel@saul.com
Debtors'
Investment
Banker: Adam Dunayer
HOULIHAN LOKEY
100 Crescent Ct
Dallas, TX 75201
Tel: 214.220.8483
Website: http://www.hl.com/
Debtors'
Restructuring
Advisor: Jon Goulding
ALVAREZ & MARSAL
2029 Century Park East, Suite 2060
Los Angeles, CA 90067
Tel: 310.975.2638
Email: jgoulding@alvarezandmarsal.com
Debtors'
Noticing
and Claims
Agent: PRIME CLERK LLC
Total Assets: $334.32 million as of Sept. 30, 2016
Total Debts: $171.92 million as of Sept. 30, 2016
The petition was signed by Christian Mezger, chief financial
officer.
Consolidated List of Debtors' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
SAP America Inc. Trade Debt $5,300,799
5 Westbrook Corp Center
Westchester, IL 60154
Attn: Todd McElhatton
Chief Financial Officer
Tel: 610-661-l000
Fax: 610-595-2187
Email: treasuiy,us@sap.com
The Boston Consulting Group Inc. Trade Debt $1,550,000
One Beacon Street, 10th Floor
Boston, MA 02108
Attn: Rob Souza
Senior Partner and Managing Director
Tel: 617-850-3700
Fax: 617-850-3701
Email: texfinance@bcg.com
ScanSource Pos & Barcode Trade Debt $1,409,680
6 Logue Court
Greenville, SC 29615
Attn: Geny Lyons
Chief Financial Officer
Tel: 864-288-2432
Fax: 864-288-1165
Email: CashApplication@scansource.com
CenturyLink Technology Solutions Trade Debt $1,400,438
100 CentutyLink Drive
Monroe, LA 71203
Attn: Glen F. Post, III
Chief Executive Officer and President
Phone: 318-388-9000
Email: glen.post@centtuylink.com
Bird & Bird Trade Debt $599,375
15 Fetter Lane
London, EC4A 1JP
United Kingdom
Attn: Nicholas Peny
Partner
Tel: 44 0 20 7415 6158
Fax: 44 (0)20 7415 6111
Email: nick.peny@twobirds.com
SkillSoft Corporation Trade Debt $522,498
107 Northeastern Blvd.
Nashua, NH 03062
Attn: Bill Donoghue
Chairman and Chief Executive Officer
Tel: 603-324-3000
Fax: 603-324-3009
Enterprise Services LLC Trade Debt $474,038
5400 Legacy Drive
Plano, TX 75024
Attn: Chris Williams
Tel: 972-607-4610
Fax: 972-605-6033
Email: chris.w@hpe.com
eDataForce Consulting LLC Trade Debt $434,571
4500 Fuller Drive, #125
Irving, TX 75038
Attn: Krishna Boga
Tel: 972-782-2529
Fax: 972-281-3328
Email: krishna@edataforce.com
Rubin Technology LLC Trade Debt $383,793
12547 Huntington Trace
Alpharetta, GA 30005
Tel: 678-637-4977
Email: RAJA@RUBINGLOBAL.COM
Synnex Corporation Trade Debt $370,299
44201 Nobel Drive
Fremont, CA 94538
Attn: Marshall Witt
Chief Financial Officer
Tel: 510-656-3333
Fax: 510-668-3777
Agile Global Solutions, Inc. Trade Debt $276,757
13405 Folsom Blvd
Suite #515
Folsom, CA 95630
Attn: Raja Krishnan
President and Chief Executive Officer
Tel: 916-655-7745
Fax: 916-848-3659
Email: raja@agileglobalsolutions.com
Symmetrix Solutions Trade Debt $273,423
6455 S Yosemite Street, Suite 520
Greenwood Village, CO 80111
Attn: Kevin Mungle
Managing Partner
Tel: 720-506-3375
Email: kmungle@symxsol.com
Arrow Enterprise Computing Trade Debt $247,879
Solution Inc
9201 E. Diy Creek Road
Centennial, CO 80112
Attn: Howard Goldberg
President, ECS Americas
Tel: 303-824-4000
Fax: 720-873-7520
Consilio, LLC Trade Debt $235,895
Email: amacdonald@consilio.com
Polsinelli PC Trade Debt $229,864
Email: wrwelsh@polsinelli.com
Ernst & Young LLP Trade Debt $178,000
Linkedin Corporation Trade Debt $175,044
Grant Thornton Trade Debt $173,427
Email: tracy.berry@us.gt.com
CamSoft Data Systems, Inc. Litigation Undetermined
Email: carlo@camsoftdata.com
Pennsylvania Turnpike Commission Litigation Undetermined
Email: mcompton@paturnpike.com
CIT GROUP: Moody's Hikes Senior Unsecured Rating to Ba2
-------------------------------------------------------
Moody's Investors Service upgraded CIT Group Inc.'s senior
unsecured rating to Ba2 from Ba3, its subsidiary CIT Bank, N.A.'s
deposit rating to Baa2 from Baa3 and issuer rating to Ba2 from Ba3,
and the bank's baseline and adjusted baseline credit assessments to
ba1 from ba2 (see detailed rating list below). This follows CIT's
announcement that it has completed the sale of its commercial
aircraft leasing business to Avolon Holdings Limited for $10.4
billion. The outlook for the ratings is stable. This concludes
Moody's review of CIT's ratings initiated on October 7, 2016.
RATINGS RATIONALE
The upgrade reflects the positive effects the sale of the aircraft
leasing unit has on CIT's risk profile, including a decrease in
volatile market funding, reduction in lease residual risks,
simplification of operations and organizational structure, as well
as the elimination of forward aircraft purchase commitments and
associated lease-up and financing risks. At December 31, 2016,
CIT's aircraft leasing unit owned 282 aircraft with a carrying
value of $9.7 billion.
CIT plans to use most of the sale proceeds to reduce debt balances
by $7.6 billion, including redemption of $5.8 billion of senior
unsecured notes. CIT's pro forma measure of market funds to
tangible banking assets will decline to 18%, down materially from
26% at December 31, 2016. Deposits will comprise nearly 80% of
total funding as a result of the transaction, up from 68% at
December 31, 2016.
The sale of the aircraft leasing business will reduce CIT's
operational and organizational complexity and non-bank risk
exposures. As a result of the sale, approximately 80% of CIT's
assets will reside in CIT Bank, up from 66% at December 31, 2016.
Furthermore, operating lease assets will decline from 30% of CIT's
consolidated earning assets to 16%, reducing the firm's exposure to
aircraft lease residual risks and the uncertainties associated with
the financing and lease-placement of its aircraft purchase
commitments for 128 new aircraft. CIT's remaining operating lease
operations include primarily its well-positioned and profitable
rail car leasing business, over 40% of which resides within CIT
Bank. Notwithstanding the sale of the aircraft leasing business,
Moody's believes that CIT's remaining businesses, although
well-positioned competitively, will continue to reflect its finance
company heritage that results in an overall asset risk profile that
is higher than most US regional banks.
CIT will also use approximately $3.0 billion of the sale proceeds
to return capital to shareholders. Moody's estimates that CIT's pro
forma capital position will decline modestly as a result of the
distribution, with the firm's common equity tier 1 ratio declining
to around 13.6% compared to 13.8% at December 31, 2016. Over time,
CIT will transition to its target range of 10%-11%, which compares
well with other regional financial institutions, though Moody's
believes that CIT needs a strong capital level, given its higher
risk business niches.
CIT's ratings are constrained by its still evolving funding
profile. On a pro forma basis, CIT will continue to have a higher
reliance on market funds than regional banking peers. Additionally,
the composition of CIT's deposits, though strengthening, continues
to have a concentration in price sensitive brokered deposits and
CD's.
CIT's business transition has resulted in charges and expenses that
have negatively affected its financial results, which is a negative
rating consideration. CIT reported a 2016 net loss of $848 million,
including $990 million of one-time charges in discontinued
operations, mostly related to business and commercial air sale
impacts, and $567 million of net one-time charges and expenses in
continuing operations. Additionally, pockets of performance
weakness exist in the firm's railcar and maritime finance
businesses. Given that CIT's net finance margin compares well with
peer regional banks, in part reflecting the higher risk profile of
its specialty finance businesses, Moody's expects that its net
profitability should also demonstrate favorable comparisons with
peers over time.
CIT Bank's long-term deposit rating is two-notches higher than its
adjusted BCA, reflecting the liability structure of the bank,
comprised primarily of deposits, and Moody's application of its
Advanced Loss Given Failure framework. The senior unsecured rating
of CIT Group, a holding company, is one-notch lower than CIT Bank's
adjusted BCA, reflecting structural subordination.
Moody's could upgrade CIT's ratings if the firm's financial
performance stabilizes based on a decrease in business transition
related expenses, effective management of credit and cyclical
business challenges, and achieving targeted reductions in operating
costs; the stability and quality of the company's deposits
continues to positively evolve; and if the company maintains
adequate capital strength given its business risk composition.
Moody's could downgrade CIT's ratings if net finance margin of
continuing businesses weakens, asset quality declines materially,
and capital position declines to less than 10% TCE/RWA.
Affected ratings:
Issuer: CIT Bank, N.A.
-- Adjusted Baseline Credit Assessment, Upgraded to ba1 from ba2
-- Baseline Credit Assessment, Upgraded to ba1 from ba2
-- LT Counterparty Risk Assessment, Upgraded to Baa3(cr) from
Ba1(cr)
-- ST Counterparty Risk Assessment, Upgraded to P-3(cr) from
NP(cr)
-- LT Issuer Rating, Upgraded to Ba2, Stable from Ba3, Rating
Under Review
-- LT Deposit Rating, Upgraded to Baa2, Stable from Baa3, Rating
Under Review
-- ST Deposit Rating, Upgraded to P-2 from P-3
-- Outlook, Changed To Stable From Rating Under Review
Issuer: CIT Group Inc.
-- Pref. shelf Non-cumulative, Upgraded to (P)B1 from (P)B2
-- Pref. Shelf, Upgraded to (P)Ba3 from (P)B1
-- Subordinate Shelf, Upgraded to (P)Ba2 from (P)Ba3
-- Senior Unsecured Bank Credit Facility, Upgraded to Ba2, Stable
from Ba3, Rating Under Review
-- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2,
Stable from Ba3, Rating Under Review
-- Outlook, Changed To Stable From Rating Under Review
Issuer: CIT Group Inc. (Old)
-- Backed Senior Unsecured Regular Bond/Debenture, Upgraded to
Ba2, Stable from Ba3, Rating Under Review
The principal methodology used in these ratings was Banks published
in January 2016.
COLFAX CORP: Moody's Affirms Ba2 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed Colfax Corporation's (Colfax)
Corporate Family Rating (CFR) at Ba2, the Probability of Default
Rating at Ba2-PD and the senior unsecured credit facility -- a $750
million term loan and a $1.3 billion revolving line of credit -- at
Ba2. At the same time, Moody's assigned a Ba2 to Colfax's proposed
EUR350 million senior unsecured note issue. The Speculative Grade
Liquidity (SGL) rating was maintained at SGL-2. The rating outlook
is stable.
Proceeds from the senior unsecured notes will be used to repay
borrowings under Colfax's revolving credit facility and other
bilateral credit agreements, as well as for general corporate
purposes. Moody's expects the transaction to be debt neutral,
essentially terming out short-term funds with longer-dated notes.
RATINGS RATIONALE
The rating affirmations and assignment of the Ba2 to the proposed
senior unsecured Euro notes anticipates modest improvement in
operating results in 2017 with the expectation that positive
operating momentum will build later in the year such that year-end
2018 credit metrics will better position Colfax within the Ba2
rating category. Colfax's operating results have progressively
weakened over the past two years due largely to the sharp downturn
in the energy sector, yet metrics remain commensurate with
Ba2-caliber levels. Moody's anticipates increasing stabilization of
Colfax's end markets as the year progresses with growth commencing
in late 2017/early 2018. Colfax has an attractive cash flow profile
(low capital expenditure needs and historically good working
capital control) and maintains a fairly conservative financial
policy. The company is acquisitive but has traditionally financed
acquisitions such that balance sheet and operational flexibility
are maintained, namely issuing equity to help fund large-scale
purchases. Additionally, its track record of integrating new
businesses has been good.
The SGL-2 rating, denoting a good liquidity profile, is supported
by free cash flow generation that has averaged $240 million/year
over the past three challenging years, the expectation for the
company to maintain a cash balance in the $200 - $250 million range
and over $1 billion of availability (post Euro note issuance and
subsequent paydown of line borrowings) under a $1.3 billion senior
unsecured revolving credit facility set to expire in 2020. An
overwhelming majority of the cash balance is held overseas,
consistent with the revenue mix, however Moody's believes Colfax
could repatriate a meaningful amount of this cash, if needed, with
modest tax penalties due to existing US net operating losses. The
bank agreement includes maintenance covenants -- minimum interest
coverage and total leverage ratio - that the company was
comfortably in compliance with at Q4 2016 and is expected to remain
so.
The stable rating outlook anticipates that the negative trends in
results will steadily reverse over the course of the year with
year-end margins and free cash flow modestly exceeding 2016 levels.
The stable rating outlook also balances the company's ongoing
revenue pressures stemming from weaker demand across several key
end markets, particularly the energy sector, and US Dollar
appreciation against solid growth in several emerging market and
developed regions. The company's organic growth is anticipated to
be flat-to-modestly lower for 2017 as operating and capital budget
spending across numerous industrial end markets remains cautious.
Positive rating pressure could occur if debt-to-EBITDA trended
towards 3x and free cash flow-to-debt settled in the low-to-mid
teens range for an extended period of time. Margin expansion
combined with strong free cash flow would also be supportive of
positive ratings traction. In addition, a reduction in cyclicality,
potentially driven by a growing aftermarket revenue stream, would
be viewed favorably. Moody's also notes that the continuation of
the company's conservative balance sheet management would be a
precursor for a higher rating.
Ratings could be downgraded if debt-to-EBITDA was anticipated to
approach the high-3x range or if margins demonstrated extended
pressure. A material reduction in free cash flow generation, or
large, debt-financed acquisitions could pressure the ratings and/or
outlook.
Moody's took the following rating actions on Colfax Corporation:
Corporate Family Rating affirmed at Ba2
Probability of Default Rating affirmed at Ba2-PD
Senior Unsecured Term Loan affirmed at Ba2 (LGD4)
Senior Unsecured Revolving Credit Facility affirmed at Ba2 (LGD4)
Senior Unsecured Euro notes assigned at Ba2 (LGD4)
Speculative Grade Liquidity rating maintained at SGL-2
Stable outlook
Colfax Corporation is a global manufacturer of gas and
fluid-handling and fabrication technology products. The Gas and
Fluid Handling segment supplies pumps, fluid-handling systems and
controls, valves, fans, heat exchangers and gas compressors to the
power generation, oil, gas, petrochemical, mining and marine
industries. The Fabrication Technology segment supplies welding
equipment, cutting equipment and consumables to the wind power,
shipbuilding, pipelines, mobile/off-highway equipment and mining
markets. Revenues for the latest twelve months ended December 31,
2016 totaled approximately $3.6 billion.
The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.
COLFAX CORP: S&P Assigns 'BB+' Rating on New EUR350MM Unsec. Notes
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to Maryland-based Colfax Corp.'s proposed EUR350
million senior unsecured notes due 2025. The '3' recovery rating
indicates S&P's expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of a payment default.
The company plans to use the proceeds from these notes to repay an
aggregate of approximately $303.3 million of outstanding borrowings
under its revolving credit facility and certain bilateral credit
agreements, as well as for general corporate purposes.
All of S&P's other ratings on Colfax remain unchanged.
RECOVERY ANALYSIS
-- S&P has updated its recovery analysis to incorporate the
changes in Colfax's capital structure following the proposed
transaction.
-- S&P simulates a default occurring in 2022 due to a steep and
prolonged economic downturn that leads to weakness in
Colfax's main end markets, including power generation, oil
and gas, general industrial, commercial marine, and mining.
Under this scenario, the resulting weak volumes and pricing
pressure would hurt the company's fixed-cost absorption and
reduce its profitability and cash flow. Colfax's pro forma
debt structure will primarily consist of the proposed
EUR350 million senior unsecured notes, a $2.05 billion
unsecured bank facility, a $80 million U.S. accounts
receivable securitization facility, and various unfunded
letters of credit facilities. All bank debt as well as the
proposed notes are borrowed by Colfax Corp. and guaranteed
by essentially all of its domestic subsidiaries.
-- S&P assumes the receivable facility is fully utilized at
default and adjust its valuation for the sold receivables.
S&P do not assume any exposure for letters of credit, which
predominantly back customer prepayments, since S&P expects
Colfax to reorganize and continue to meet these contractual
obligations. S&P assumes the revolving credit facility on
Colfax's bank loan is 85% utilized at default.
-- The gross emergence enterprise value of $1.2 billion is
based on an emergence EBITDA of $221 million and a valuation
multiple of 5.5x.
-- S&P's recovery analysis assumes that in a hypothetical
bankruptcy scenario--after satisfying priority claims--the
residual value would be sufficient to provide meaningful
(50%-70%; rounded estimate: 50%) recovery in the event of a
payment default.
Simulated default assumptions:
-- Simulated year of default: 2022
-- EBITDA at emergence: $221 million
-- EBITDA multiple: 5.5x
Simplified waterfall
-- Gross recovery value: $1.22 billion
-- Net recovery value for waterfall after admin. expenses (5%):
$1.15 billion
-- Obligor/nonobligor valuation split: 75%/25%
-- Adjustment to value (sold receivables): $80 million
-- Estimated value available to unsecured creditors in the
U.S.: $1.06 billion
-- Estimated senior unsecured debt: $2.0 billion
-- Recovery range: 50%-70% (rounded estimate: 50%)
Note: All debt amounts include six months of prepetition interest.
RATINGS LIST
Colfax Corp.
Corporate Credit Rating BB+/Stable/--
New Ratings
Colfax Corp.
EUR350M Snr Unsecd Nts Due 2025 BB+
Recovery Rating 3(50%)
COLISEUM TALLAHASSEE: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Coliseum Tallahassee, LLC, as
of April 4, according to a court docket.
Coliseum Tallahassee, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Fla. Case No. 17-40071) on Feb.
28, 2017.
Robert Bruner, Esq., serves as the Debtor's legal counsel.
COMMSCOPE HOLDING: S&P Raises Rating on Unsecured Debt to 'BB-'
---------------------------------------------------------------
S&P Global Ratings raised its ratings on Hickory, N.C.-based
telecommunications infrastructure solutions provider CommScope
Holding Co. Inc.'s unsecured debt instruments to 'BB-' from 'B+'
and removed them from CreditWatch, where S&P had placed them on
March 2, 2017. S&P revised the recovery rating to '4' from '5'.
The '4' recovery rating reflects S&P's expectation for average
recovery (30%-50%; rounded estimate: 35%) in the event of payment
default. The upgrade follows the close of its $750 million
unsecured notes due 2027 and the redemption of its $500 million
secured notes due 2020, and reflects the decreased amount of
secured debt. These ratings are the same ratings S&P assigned to
the $750 million unsecured notes.
The 'BB-' corporate credit rating reflects leverage in the high-3x
area as of the fourth quarter of 2016, as well as cyclical wireless
carrier demand and connectivity investment spending, partly offset
by the company's leading market positions and its commitment to
debt repayment until leverage is 3x or less.
RATINGS LIST
CommScope Holding Co. Inc.
Corporate Credit Rating BB-/Stable/--
Downgraded; Recovery Rating Revised
CommScope Technologies LLC.
To From
Senior Unsecured BB- B+/ Watch POS
Recovery Rating 4 (35%) 5 (25%)
COVENANT PLASTICS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Covenant Plastics, Inc., as of
April 4, according to a court docket.
About Covenant Plastics, Inc.
Founded in 1995, Covenant Plastics, Inc. is a small organization in
the scrap and waste material companies industry located in Houston,
Texas. It has seven full-time employees and generates an estimated
$1.2 million in annual revenue. Covenant Plastics owns a
commercial property located in Beaumont Highway, Houston valued at
$1.63 million. Prentice S. Tillman is the 40% shareholder of
Covenant Plastics. Vickie R. Tillman owns 60% stake.
Covenant Plastics sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 17-31541) on March 9,
2017. The petition was signed by Prentice S. Tillman, president.
The case is assigned to Judge David R. Jones.
At the time of the filing, the Debtor disclosed $1.91 million in
assets and $4.12 million in liabilities.
Margaret Maxwell McClure, Esq., at the Law Office of Margaret M.
McClure serves as the Debtor's attorney.
Patricia M. Davis, Esq., represents the Debtor in all legal aspects
seeking recovery from and the continuing suit against Angel Export
Import, L.L.C., in Cause No. 2016-86572, in the 189th
Judicial District Court of Harris County, Texas.
CYTORI THERAPEUTICS: Appoints Gregg Lapointe as Director
--------------------------------------------------------
The Board, upon the recommendation of the Governance and Nominating
Committee of Cytori Therapeutics, Inc., and pursuant to the bylaws
of the Company, increased the number of authorized seats on the
Board from seven to eight and appointed Gregg A. Lapointe to fill
the vacancy created thereby. Mr. Lapointe will participate in the
Company's standard non-employee director compensation program and
will receive an annual retainer of $40,000 for his service on the
Board. Effective as of the date of his appointment to the Board,
the Board granted to Mr. Lapointe options to purchase up to 50,000
shares of common stock of the Company as his "Initial Award" under
the Director Compensation Program. The Option Grant was granted
under the Restated 2014 Plan and is subject to stockholder approval
of the Restated 2014 Plan. If the Restated 2014 Plan is not
approved by the Company’s stockholders at the Annual Meeting, the
Option Grant will be canceled and become null and void. Subject to
receipt of stockholder approval, the Option Grant will vest and
become exercisable in consecutive, equal installments on each of
the first two anniversaries of the date of Mr. Lapointe's
appointment to the Board, subject to Mr. Lapointe continuing in
service on the Board through each such vesting date, and will vest
in full upon the occurrence of a Change in Control (as defined in
the Restated 2014 Plan). The exercise price of the common stock
subject to the Option Grant is $1.58 per share.
Upon the departure of Paul W. Hawran from the Board, the number of
authorized seats on the Board will decrease from eight to seven,
and Mr. Lapointe will succeed Mr. Hawran as Chairman of the Audit
Committee. Following such appointment, the Audit Committee will
consist of Mr. Lapointe (Chairman), Richard Hawkins and Gary Lyons,
and Mr. Lapointe will thereafter receive separate retainers for his
service as a member and as chairman of the Audit Committee in
accordance with the terms of the Company's Director Compensation
Program.
There are no arrangements or understandings between Mr. Lapointe
and any other persons pursuant to which he was selected as a
director, and there are no transactions in which the Company is a
party and in which Mr. Lapointe has a material interest subject to
disclosure under Item 404(a) of Regulation S-K. The Board has
determined that Mr. Lapointe (i) is independent as such term is
defined in Rule 10A-3(b)(1) of the Securities Exchange Act of 1934,
as amended, meets the applicable independence requirements of The
NASDAQ Stock Market LLC and does not have any relationship with the
Company that would interfere with his exercise of independent
judgment in carrying out his responsibilities as a director of the
Company, and (ii) is an audit committee financial expert, as such
term is defined in Item 407 of Regulation S-K, and has the
requisite financial sophistication, as contemplated by the
corporate governance listing standards of The Nasdaq Stock Market
LLC.
Resignation of Paul W. Hawran
On March 31, 2017, Paul W. Hawran notified the Board that he does
not intend to stand for reelection at the Annual Meeting.
According to the Company, Mr. Hawran's decision to not stand for
reelection was not the result of any disagreement with the Company
on any matter relating to the Company's operations, policies or
practices.
Upon the effectiveness of Mr. Hawran's resignation, which will be
the date of the Annual Meeting, (i) the vesting and exercisability
of each of the outstanding stock options held by Mr. Hawran will be
accelerated, (ii) each of the outstanding stock options held by Mr.
Hawran will be amended to extend the post-termination exercise
period thereof through the fifth anniversary of the Resignation
Date (but in no event beyond the original ten-year term of such
options) and (iii) the Company will pay to Mr. Hawran all of his
accrued but unpaid retainers for his services as a director through
the Resignation Date plus any retainers that would have been
payable under the Director Compensation Program had he remained a
director through June 30, 2017.
About Cytori
Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX)
-- http://www.cytori.com/-- is an emerging leader in providing
patients and physicians around the world with medical
technologies, which harness the potential of adult regenerative
cells from adipose tissue. The Company's StemSource(R) product
line is sold globally for cell banking and research applications.
Cytori reported a net loss allocable to common stockholders of
$19.4 million on $4.83 million of product revenues for the year
ended Dec. 31, 2015, compared to a net loss allocable to common
stockholders of $38.5 million on $4.95 million of product revenues
for the year ended Dec. 31, 2015.
As of Sept. 30, 2016, Cytori had $36.84 million in total assets,
$23.17 million in total liabilities and $13.67 million in total
stockholders' equity.
KPMG LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company's recurring losses
from operations and liquidity position raises substantial doubt
about its ability to continue as a going concern.
CYTORI THERAPEUTICS: Will Issue Restricted Shares Under 2014 Plan
-----------------------------------------------------------------
The Board of Directors of Cytori Therapeutics, Inc. approved March
31, 2017, the amendment and restatement of the Cytori Therapeutics,
Inc. 2014 Equity Incentive Plan, subject to stockholder approval at
the Company's 2017 annual meeting of stockholders.
The Restated 2014 Plan authorizes the issuance of stock options,
stock appreciation rights, restricted stock, restricted stock
units, performance shares, performance units, other stock-based
awards, cash-based awards and deferred compensation awards. The
Restated 2014 Plan also authorizes the Compensation Committee of
the Board to grant performance awards payable in the form of the
Company's common stock or cash, including equity awards and
incentive cash bonuses that may qualify as "performance-based
compensation" under Section 162(m) of the Internal Revenue Code of
1986, as amended. The Restated 2014 Plan authorizes the grant of
awards to employees, non-employee directors and consultants of the
Company and its affiliates.
The Restated 2014 Plan is administered by the Compensation
Committee, which may delegate its duties and responsibilities to
committees of directors and officers of the Company, subject to
certain limitations that may be imposed under applicable law.
The maximum number of shares of the Company's common stock for
which grants may be made under the Restated 2014 Plan is 2,900,133
shares. Pursuant to the Restated 2014 Plan, the maximum number of
shares of common stock that may be issued or transferred pursuant
to incentive stock options, as defined under Section 422(b) of the
Code, under the Restated Plan will be 2,900,133 shares. In
addition, the following annual limitations apply: (1) the maximum
number of shares of common stock that may be subject to one or more
options or SARs granted to any one person pursuant to the Restated
2014 Plan during any fiscal year is 2,000,000 shares; (2) the
maximum number of shares of common stock that may be subject to one
or more awards (other than options or SARs) granted to any one
person pursuant to the Restated 2014 Plan during any fiscal year is
2,000,000 shares; and (3) the maximum amount that may be paid under
cash awards pursuant to the Restated 2014 Plan to any one
participant during any fiscal year is $5,000,000.
Under the Restated 2014 Plan, the total aggregate value of cash
compensation, or other compensation, and the value (determined as
of the grant date in accordance with Financial Accounting Standards
Board Accounting Standards Codification Topic 718, or any successor
thereto) of awards granted to a non-employee director as
compensation for services as a non-employee director during any
calendar year under the Restated 2014 Plan may not exceed $500,000
(increased to $700,000 in the calendar year of a non-employee
director's initial service as a non-employee director). The Board
may make exceptions to this limit for individual non-employee
directors in extraordinary circumstances, as the Board may
determine in its discretion, provided that the non-employee
director receiving such additional compensation may not participate
in the decision to award such compensation or in other
contemporaneous compensation decisions involving non-employee
directors.
The Restated 2014 Plan also contains provisions with respect to
payment of exercise or purchase prices, vesting and expiration of
awards, adjustments and treatment of awards upon certain corporate
transactions, including stock splits, recapitalizations and mergers
and tax withholding requirements. The Restated 2014 Plan may be
amended or terminated by the Compensation Committee at any time,
subject to certain limitations requiring stockholder consent or the
consent of the participant. The Restated 2014 Plan will continue
in effect until its termination by the Compensation Committee,
provided that no awards may be granted under the Restated 2014 Plan
following the tenth anniversary of the date the Restated 2014 Plan
was adopted by the Board.
If the Restated 2014 Plan is not approved by the Company's
stockholders at the Annual Meeting, the Restated 2014 Plan will
cease to be effective, the original 2014 Plan in effect prior to
the approval of the Restated 2014 Plan by the Board will continue
in full force and effect, and the Company may continue to grant
awards under the 2014 Plan, subject to its terms, conditions and
limitations, using the limited remaining shares available for
issuance thereunder. In addition, if the Restated 2014 Plan is not
approved by the Company's stockholders, any awards granted under
the Restated 2014 Plan subject to stockholder approval, will
terminate.
About Cytori
Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX)
-- http://www.cytori.com/-- is an emerging leader in providing
patients and physicians around the world with medical
technologies, which harness the potential of adult regenerative
cells from adipose tissue. The Company's StemSource(R) product
line is sold globally for cell banking and research applications.
Cytori reported a net loss allocable to common stockholders of
$19.4 million on $4.83 million of product revenues for the year
ended Dec. 31, 2015, compared to a net loss allocable to common
stockholders of $38.5 million on $4.95 million of product revenues
for the year ended Dec. 31, 2015.
As of Sept. 30, 2016, Cytori had $36.84 million in total assets,
$23.17 million in total liabilities and $13.67 million in total
stockholders' equity.
KPMG LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company's recurring losses
from operations and liquidity position raises substantial doubt
about its ability to continue as a going concern.
CYTOSORBENTS CORP: Gets $8.9 Million from Stock Offering
--------------------------------------------------------
CytoSorbents Corporation completed April 5, 2017, its previously
announced sale of an aggregate of 2,222,222 shares of common stock
pursuant to the Company's existing shelf registration statement
(File No. 333-205806) on Form S-3. The Company received gross
proceeds of approximately $10,000,000, based on a public offering
price of $4.50 per share. After deducting the underwriting
discounts and commissions and estimated expenses related to the
offering, the Company received net proceeds of approximately
$8,900,000. Cowen and Company acted as the sole book-running
manager and representative of the underwriters for the offering.
Aegis Capital Corp, H.C. Wainwright & Co., B. Riley & Co., Maxim
Group LLC and Northland Capital Markets acted as co-managers for
the offering.
About Cytosorbents
Cytosorbents Corporation is engaged in critical care immunotherapy
commercializing its CytoSorb blood purification technology to
reduce deadly uncontrolled inflammation in hospitalized patients
around the world, with the goal of preventing or treating multiple
organ failure in life-threatening illnesses. The Company, through
its subsidiary CytoSorbents Medical Inc. (formerly known as
CytoSorbents, Inc.), is engaged in the research, development and
commercialization of medical devices with its blood purification
technology platform which incorporates a proprietary adsorbent,
porous polymer technology. The Company, through its European
Subsidiary, conducts sales and marketing related operations for the
CytoSorb device. CytoSorb, the Company's flagship product, is
approved in the European Union and marketed in and distributed in
thirty-two countries around the world, as a safe and effective
extracorporeal cytokine absorber, designed to reduce the "cytokine
storm" that could otherwise cause massive inflammation, organ
failure and death in common critical illnesses such as sepsis, burn
injury, trauma, lung injury, and pancreatitis. CytoSorb is also
being used during and after cardiac surgery to remove inflammatory
mediators, such as cytokines and free hemoglobin, which can lead to
post-operative complications, including multiple organ failure. In
March 2011, the Company received CE Mark approval for its CytoSorb
device.
CytoSorbents Corporation recognized a net loss of $11.93 million on
$9.52 million of total revenue for the year ended Dec. 31, 2016,
compared to a net loss of $8.13 million on $4.79 million of total
revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016,
Cytosorbents had $9.69 million in total assets, $10.16 million in
total liabilities and a total stockholders' deficit of $474,000.
DEWEY & LEBOEUF: Consultant Can't Show Improper Fin'l Statements
----------------------------------------------------------------
Jody Godoy, writing for Bankruptcy Law360, reports that the court
refused to allow Jonathan Vanderveen, a consultant from Alvarez &
Marsal, to show former Dewey & LeBoeuf LLP Executive Director
Stephen DiCarmine and Chief Financial Officer Joel Sanders created
"improper" financial statements.
Law360 says that the Manhattan District Attorney's Office had hired
Mr. Vanderveen to take a fine tooth comb to the Firm's financial
records ahead of the first trial.
Stewart Bishop at Law360 relays that former Dewey & LeBoeuf lawyer
Vincent "Trace" Schmeltz III told a Manhattan jury on March 21 that
he discovered a $6.9 million discrepancy on the Firm's books, while
a defense attorney jabbed at his credibility over Twitter-related
sanctions in a separate action.
David Rodriguez, a former partner relations staffer for the Firm,
has agreed in front of a Manhattan jury in a trial that could last
until May that Frank Canellas -- former finance director and
lieutenant of the CFO and the government's star cooperating witness
in the case against Messrs. DiCarmine and Sanders -- was power
hungry and abrasive to subordinates and took advantage of him,
Law360 relates.
According to Law360, Mr. Rodriguez testified that Mr. Canellas
ordered him to make improper accounting adjustments to the Firm's
books in order to falsely boost the Firm's bottom line. Mr.
Canellas took lists of proposed improper accounting entries to Mr.
Sanders for his approval, and they came back with notes in Mr.
Sanders' handwriting, the report states, citing Mr. Rodriguez.
Law360 recalls that Mr. Rodriguez told a Manhattan jury of how he
was asked to improperly reclassify the income of the Firm's former
chairman Steven Davis, and that the Firm's chief financial officer
knew what was going on. Andrew Strickler at Law360 adds that
Thomas Mullikin -- the Firm's former controller who had worked
directly under the Firm's finance director, Mr. Canellas -- made
phony accounting adjustments that his boss assured him the chief
financial officer had approved. Mr. Mullikin, the report shares,
told the jury that he never told Mr. Sanders that the Firm wasn't
in compliance with its lending agreements.
Law360 relates that Ilya Alter, former budget director at the Firm,
testified that he knew about the purportedly fraudulent accounting
adjustments and discussed their impact on the firm's budget with
Messrs. Sanders and Canellas and others. According to the report,
Mr. Alter added that Mr. DiCarmine was the intended recipient of a
secret budget presentation which detailed the bogus accounting.
The counsel for Messrs. DiCarmine and Sanders grilled Mr. Alter
over his shifting statements to prosecutors, the report states.
Law360 shares that Robert Mills -- a former executive at a unit of
The Hartford Financial Services Group Inc., one of multiple
insurers who invested in the Firm through a $150 million private
securities offering in April 2010 -- claimed that Hartford sunk $40
million into the Firm's private placement and sold its investment
at a loss about two years later as the Firm was on the precipice of
collapse for about "60 cents on the dollar."
Dianne Cascino, the Firm's former director of revenue support, told
the jury that she did not think she was committing a crime by
making improper accounting entries into the Firm's books, and
confirmed that Mr. DiCarmine never told her to do anything
inappropriate, Law360 reports. The report states that Ms. Cascino
admitted to making dubious adjustments to the Firm's accounting
system, like reversing write-offs of client disbursements and
applying disbursement payments as fees.
Law360 recalls that Messrs. DiCarmine and Sanders had asked a New
York judge on March 20 to dismiss all charges in the middle of
their fraud retrial, saying prosecutors' failure to disclose
details about witnesses' statements had crippled their defense.
Messrs. DiCarmine and Sanders, according to Law360, contended that
because prosecutors failed to take notes when they met with
cooperators, there is no way of tracking the witnesses' potentially
conflicting statements or changed stories.
About Dewey & LeBoeuf
Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) in 2012 to complete the wind-down of its
operations. The Firm had struggled with high debt and partner
defections. Dewey disclosed debt of $245 million and assets of
$193 million in its Chapter 11 filing late evening on May 29,
2012.
Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP originally founded in
1929. In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.
At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe. When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.
Dewey's offices in Hong Kong and Beijing are being wound down. The
partners of the separate partnership in England are in process of
winding down the business in London and Paris, and administration
proceedings in England were commenced May 28. All lawyers in the
Madrid and Brussels offices have departed. Nearly all of the
lawyers and staff of the Frankfurt office have departed, and the
remaining personnel are preparing for the closure. The firm's
office in Sao Paulo, Brazil, is being prepared for closure and the
liquidation of the firm's local affiliate. The partners of the
firm in the Johannesburg office, South Africa, are planning to wind
down the practice.
The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million. The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.
Judge Martin Glenn oversees the case. Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy
Solutions LLC serves as claims and notice agent. The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.
JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP. JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors. The Noteholders hired
Bingham McCutchen LLP as counsel.
The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners. The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel. The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.
FTI Consulting, Inc., was appointed secured lender trustee for the
Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.
Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March. The plan created
a trust to collect and distribute remaining assets. The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.
DIFFUSION PHARMACEUTICALS: Announces Closing of Private Placement
-----------------------------------------------------------------
On March 31, 2017, Diffusion Pharmaceuticals Inc. conducted the
second and final closing of the Company's private placement. The
initial closing of the Private Placement was previously reported by
the Company on its Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 15, 2017.
In connection with the Final Closing, the Company entered into
Subscription Agreements with certain accredited investors pursuant
to which the Company sold 4,558,030 shares of the Company's Series
A convertible preferred stock, par value $0.001 per share,
initially convertible into one share of the Company’s common
stock, par value $0.001 per share, at a purchase price of $2.02 per
share. In addition, each investor received a 5-year warrant to
purchase one share of Common Stock for each share of Preferred
Stock purchased by such investor at an exercise price equal to
$2.22.
The Company received total gross proceeds of approximately
$9,200,000 from the Final Closing, prior to deducting placement
agent fees and estimated expenses payable by the Company associated
with the Final Closing. The Company currently intends to use the
proceeds of the Private Placement to fund research and development
of its lead product candidate, transcrocetinate sodium, also known
as trans sodium crocetinate, or TSC, including clinical trial
activities, and for general corporate purposes. The Company
received aggregate gross proceeds of $25,000,000 from the Initial
Closing and the Final Closing, which is the maximum offering amount
in the Private Placement.
The holders of shares of Preferred Stock issued at the Final
Closing will be entitled to vote with the holders of the Common
Stock and shall be entitled to that number of votes equal to the
whole number of shares of Common Stock into which the aggregate
number of shares of Preferred Stock held of record by such holder
are convertible as of the close of business on the record date
fixed for such vote or such written consent based on a conversion
price, solely for such purpose, equal to $3.99, the closing price
of our Common Stock on the date of the Final Closing. The other
rights, preferences and privileges of the Preferred Stock issued at
the Final Closing are identical to the rights, preferences and
privileges of the Preferred Stock issued at the Initial Closing,
which are set forth in a Certificate of Designation of Preferences,
Rights and Limitations of the Series A Convertible Preferred Stock
of Diffusion Pharmaceuticals Inc. and summarized in the Prior 8-K.
A description of the Warrants is also summarized in the Prior 8-K.
The Securities were offered and sold in a private placement
pursuant to exemptions from the registration requirements of the
Securities Act of 1933, as amended, afforded by Section 4(a)(2) and
Rule 506 of Regulation D. To the extent that any shares of Common
Stock are issued in connection with the conversion of the Preferred
Stock or the exercise of the Warrants, the Common Stock may not be
offered, transferred or sold in the United States absent
registration or the availability of an applicable exemption from
the registration requirements of the Securities Act.
In connection with the Final Closing, the Company's placement
agent, pursuant to the Placement Agency Agreement dated January 27,
2017, received a cash fee of approximately $888,000, plus a
Placement Agent Warrant to purchase 439,807 shares of Common Stock
at an exercise price equal to $2.22. All of the Transaction
Documents were previously reported in the Prior 8-K.
The Company also intends to offer registration rights to each
investor that purchased our Preferred Stock pursuant to which the
Company will be required to file a registration statement to
register the Common Stock issuable upon the conversion or exercise
of the Securities, subject to certain limitations and the terms
contained therein.
A full-text copy of Form 8-K is available for free at:
https://is.gd/6sgNPL
About Diffusion Pharmaceuticals
Diffusion Pharmaceuticals, as surviving entity in its merger with
RestorGenex, is a clinical stage biotechnology company focused on
extending the life expectancy of cancer patients by improving the
effectiveness of current standard-of-care treatments including
radiation therapy and chemotherapy. Diffusion is developing its
lead drug, trans sodium crocetinate (TSC), for use in the many
cancer types in which tumor hypoxia (oxygen deprivation) is known
to diminish the effectiveness of current treatments. TSC targets
the cancer's hypoxic micro-environment, re-oxygenating
treatment-resistant tissue and making the cancer cells more
vulnerable to the therapeutic effects of treatments such as
radiation therapy and chemotherapy, without the apparent addition
of any serious side effects. TSC has potential application in
other indications involving hypoxia, such as stroke and
neurodegenerative diseases.
Diffusion reported a net loss of $23.8 million on $0 of revenues
for the year ended Dec. 31, 2015, compared to a net loss of $14.4
million on $0 of revenues for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Diffusion had $19.04 million in total assets,
$7.56 million in total liabilities and $11.48 million in total
stockholders' equity.
Deloitte & Touche LLP, in Chicago, Illinois, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company's recurring
losses from operations and its present financial resources raise
substantial doubt about its ability to continue as a going concern.
DOUBLE J FARMS: U.S. Trustee Unable to Appoint Committee
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The Office of the U.S. Trustee on April 5 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Double J Farms, LLC.
About Double J Farms, LLC
Double J Farms, LLC, based in Galivants Ferry, SC, filed a Chapter
11 petition (Bankr. D.S.C. Case No. 17-01132) on March 7, 2017. The
Hon. John E. Waites presides over the case. Sean Markham, at
Markham Law Firm, LLC, serves as bankruptcy counsel.
In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities. The petition was signed
by Connie Hardwick, authorized representative.
EAST WEST COPOLYMER: Case Summary & 20 Largest Unsecured Creditors
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Debtor: East West Copolymer LLC
5855 Scenic Hwy.
Baton Rouge, LA 70805
Case No.: 17-10327
Business Description: East West Copolymer, LLC --
http://www.ewcopolymer.com/-- manufactures
synthetic rubber. It offers styrene-
butadiene rubber, which is general purpose
elastomer that is used in tire treads for
traction and tread wear applications; and
NBR polymers that are used in various
elastomeric applications, such as molded
mechanical goods, hose jackets, conveyor
belts, seals, footwear, and printing rolls.
East West Copolymer, LLC was formerly known
as Lion Copolymer LLC. The company is based
in Baton Rouge, Louisiana.
The Debtor possesses real property or
personal property that needs immediate
attention at its manufacturing facility.
Butadiene, Styrene, Acrylonitrile, Ammonia
are located at facility and are in the
process of being addressed. The chemicals
must remain in an environmentally controlled
facility.
Chapter 11 Petition Date: April 7, 2017
Court: United States Bankruptcy Court
Middle District of Louisiana (Baton Rouge)
Debtor's Counsel: Brandon A. Brown, Esq.
STEWART ROBBINS & BROWN, LLC
620 Florida Street, Suite 1
P.O. Box 2348
Baton Rouge, LA 70821-2348
Tel: 225-231-9998
Fax: 225-709-9467
E-mail: bbrown@stewartrobbins.com
- and -
Paul Douglas Stewart, Jr., Esq.
STEWART ROBBINS & BROWN, LLC
620 Florida Street, Suite 1
P.O. Box 2348
Baton Rouge, LA 70821-2348
Tel: 225-231-9998
Fax: 225-709-9467
E-mail: dstewart@stewartrobbins.com
Debtor's
Restructuring
Advisor: SHARED MANAGEMENT RESOURCES, LTD.
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Gregory Nelson, manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/lamb17-10327.pdf
FAIRMOUNT SANTROL: Fitch Assigns B- Long-Term IDR; Outlook Stable
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Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating (IDR) of 'B-' to Fairmount Santrol Inc. and Fairmount
Santrol Holdings Inc. (NYSE: FMSA). The Rating Outlook is Stable.
Approximately $840 million of debt is affected by rating action.
Fairmount's rating reflects its low cost assets and logistical
advantages, increased demand from favorable proppant-related oil &
gas well return trends, forecasted positive free cash flow (FCF),
adequate liquidity, and improving gross debt position. These
considerations are offset by the company's customer concentration
and elevated recent historical and forecasted leverage metrics.
The Stable Outlook reflects Fitch's favorable view of the
returns-driven structural change in U.S. shale well designs that
supports a growing and more resilient sand demand profile. Fitch
expects the rig count to become less correlated to sand demand than
historically given increased proppant loading, improved rig
efficiency, and longer laterals.
KEY RATING DRIVERS
FAVORABLE E&P PROPPANT TRENDS
Demand for sand continues to increase driven by E&P well
optimization trends. E&P companies continue to drill longer wells
and use/test proppant loads 2x-3x higher than recent levels to
improve oil & gas production profiles and well returns. Proppant is
a relatively small percentage of drilling and completion costs at
10%-15% of total cost. Fitch views the increase in demand for
proppant as a returns-based structural change to U.S. shale well
designs that supports a growing and more resilient sand demand
profile.
ADVANTAGED CORE MINES
Fairmount's Wedron facility is among the lowest cost northern white
sand mines in the industry with resin coating capabilities. The
large Central Illinois mine is advantaged by location relative to
other northern white mines in Wisconsin, where the distance as well
as operational benefits can result in substantial all-in cost
savings. The large footprint of Wedron includes an expansive rail
yard with unit train capacity, which provides up to another
$5-$10/ton in cost savings versus rail constrained mines that
require the use of trucks to get the sand to the loading point.
Other advantages include access to the BNSF rail line. These
advantages allow the company to load proppant more efficiently
(e.g., roughly two unit trains daily), deliver to most U.S. shale
basins, and receive a logistics cost discount. Fitch estimates
these advantages provide up to a 20% savings with Wedron compared
to a mine in Wisconsin that is not directly on rail.
The Voca, Texas mine, a smaller, brown sand mine, is viewed as
complementary to Fairmount Santrol's portfolio of sand mines given
its operational diversification benefits and close proximity to the
Permian basin. While brown sand lacks the crush strength of
northern white sand, brown sand is currently considered a higher
return proppant in the Permian given its lower all-in costs and
similar production results (e.g., shallower, lower pressure well
depths).
Other assets in Fairmount Santrol's portfolio are less competitive
than Wedron and Voca, but have in demand mesh sizes and/or the
ability to ship via unit train. Fitch expects these mines to
contribute to cash flows as proppant demand continues to rise.
INDUSTRIAL & RECREATIONAL SEGMENT PROVIDES STABILITY
Fairmount's industrial & recreational products segment provides
some volumetric and cash flow profile stability and
diversification. The segment has historically made over $40 million
in gross profit (20% of forecast 2017) and sells 2.3 million to 2.5
million tons annually. The segment sells into well diversified end
markets like foundries, glass making, building materials, and
recreational whose demand profiles are not directly correlated to
E&P spending.
IMPROVING FCF, LEVERAGE PROFILES
Fitch's base case projects Fairmount Santrol will be $20 million
FCF positive in 2017, largely due to increasing E&P demand for
proppant resulting in positive volume and price trends. Fitch
anticipates management will allocate a portion of FCF towards gross
debt reduction. Fitch's base case forecasts debt/EBITDA will
improve to approximately 5.8x and 3.4x in 2017 and 2018,
respectively.
ELEVATED CUSTOMER CONCENTRATION RISK
Fairmount has high customer concentration, with Fairmount's top two
customers, Halliburton and FTS International (FTSI), comprising
approximately 42% of 2016 revenues. Halliburton and FTSI are among
the largest pressure pumpers, on a horsepower basis, and therefore
large buyers of proppant. Fitch believes the company's advantaged
all-in cost profile and wholesaler operational strategy, among
other things, provides strong economic incentives for its customers
and helps mitigate the customer concentration risk. Another
consideration is FTSI's lower credit quality and potential
counterparty payment risk, which Fitch believes is manageable given
favorable completion demand trends and strong payment track record
through-the-cycle.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for Fairmount
Santrol include:
-- Fitch's WTI oil price deck of $50 in 2017, $52.50 in 2018,
$57.50 in 2019 and $62.50 long term;
-- Industrial sand volume, pricing, and margin consistent with
historical averages given the lower growth, lower volatility
demand profile;
-- Increasing proppant volumes of over 45% year over year and
gross margins at 24% in 2017 due to favorable well design
trends that continue into 2018;
-- Capital expenditures of approximately $50 million in 2017,
with capex increasing in 2018 and 2019 to provide for
logistics or mine expansion;
-- Moderate gross debt reduction and the refinancing of the 2019
term debt.
RATING SENSITIVITIES
Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:
-- Gross debt balance of $600 million or less or a sustained
gross debt/EBITDA below 2.5x-3.0x;
-- Reduced customer concentration and/or counterparty credit
risk;
-- Material increase in free cash flow resulting from continued
improvement in gross margins.
Fitch does not anticipate a positive rating action in the near
term.
Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:
-- Failure to address 2019 maturities before going current in
September 2018;
-- Liquidity below $100 million, which is enough to cover debt
servicing and a year of normalized capital expenditures;
-- Material reduction in U.S. drilling and E&P capex leading to a
reduction in completion activities;
-- Interest coverage ratio at or below 1.0x for a sustained
period of time.
ADEQUATE LIQUIDITY
The company had cash and cash equivalents of $194 million as of
Dec. 31, 2016. Additional liquidity is provided by the company's
$100 million first lien secured revolver that is currently limited
to $31.25 million (approximately $17.4 million available after
letters of credit) due to leverage ratio covenant. The covenant
limits availability on borrowings and letters of credit when the
leverage ratio is above 6.5x, with quarterly step-downs to 4.75x by
year-end 2017. Fitch notes the revolver matures in September 2018.
Fairmount has typically not drawn on the revolver and liquidity is
seen as adequate throughout Fitch's base case assumptions.
HEIGHTENED MATURITY SCHEDULE
Fairmount Santrol's $837 million in term loan debt, representing
nearly all debt outstanding, matures in September 2019. While the
maturity schedule heightens refinance risk, Fitch believes the
favorable sand demand trends and recent cash- and equity-funded
gross debt reductions help moderate this risk. The company has
targeted a net debt/EBITDA of 2.5x-3.0x through the cycle along
with net debt of $500 million.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following ratings:
Fairmount Santrol Holdings Inc.
-- Long-Term IDR 'B-'.
The Rating Outlook is Stable.
Fairmount Santrol Inc.
-- Long-Term IDR 'B-';
-- Senior secured revolver 'B+/RR2';
-- Senior secured term loans 'B+/RR2'.
The Rating Outlook is Stable.
FANNIE MAE: Principal Accounting Officer Gregory Fink Will Leave
----------------------------------------------------------------
Fannie Mae, formally, the Federal National Mortgage Association,
disclosed in a regulatory filing with the U.S. Securities and
Exchange Commission on April 4, 2017, that Gregory A. Fink, Fannie
Mae's senior vice president, controller, and principal accounting
officer, will leave the Company later this year.
About Fannie Mae and Freddie Mac
Federal National Mortgage Association (OTCQB: FNMA), commonly
known as Fannie Mae -- http://www.FannieMae.com/-- is a
government-sponsored enterprise (GSE) that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.
A brother organization of Fannie Mae is the Federal Home Loan
Mortgage Corporation (FHLMC), better known as Freddie Mac.
Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was
established by Congress in 1970 to provide liquidity, stability and
affordability to the nation's residential mortgage markets.
Freddie Mac supports communities across the nation by providing
mortgage capital to lenders.
During the time of the subprime mortgage crisis, on Sept. 6, 2008,
Fannie Mae and Freddie Mac were placed into conservatorship by the
U.S. Treasury. The Treasury committed to invest up to $200
billion in preferred stock and extend credit through 2009 to keep
the GSEs solvent and operating. Both GSEs are still operating
under the conservatorship of the Federal Housing Finance Agency
(FHFA).
In exchange for future support and capital investments of up to
$100 billion in each GSE, each GSE agreed to issue to the Treasury
(i) $1 billion of senior preferred stock, with a 10% coupon,
without cost to the Treasury and (ii) common stock warrants
representing an ownership stake of 79.9%, at an exercise price of
one-thousandth of a U.S. cent ($0.00001) per share, and with a
warrant duration of 20 years.
FANOUS JEWELERS: Issa Fanous Tries to Block Disclosures Okay
------------------------------------------------------------
Issa A. Fanous, as independent executor of the estate of Samir Issa
Fanous, deceased, filed with the U.S. Bankruptcy Court for the
Northern District of Texas an objection to Fanous Jewelers, Inc.'s
disclosure statement, referring to the Debtor's plan of
reorganization.
The Equity Holder, who has been the owner and holder of 50% of the
issued and outstanding equity in the Debtor, objects to the
Disclosure Statement as it does not contain adequate information in
these respects:
(a) in the history and background section of the Disclosure
Statement, the Debtor states, "Sam Fanous' heirs were not
involved in the business and have not contributed to the
maintenance of the Debtor." This is a material
misstatement in that it omits the fact that the Debtor,
Emile Fanous and their counsel actively prevented the
Equity Holder from participating in the management of the
business. The Disclosure Statement fails to mention the
four written requests made by the Equity Holder's counsel
between July 2015 and May 2016 for information on the
Debtor and a request for a shareholder meeting to discuss
the Debtor's business and its prospects;
(b) the history and background section of the Disclosure
Statement goes on to state that "in the past few years the
business has not operated profitability (sic) and Emile
Fanous and his relatives have had to loan the business
approximately $200,000 to keep the Debtor open." This
statement fails to provide adequate information as to the
cause of the Debtor's lack of profitability.
Specifically, the Disclosure Statement does not discuss
that during this time period, the Debtor, without any
input from the Equity Holder, decided to open a retail
store in Midland, Texas. Upon information and belief,
this retail store was managed by Emile's son Greg Fanous.
The Disclosure Statement should have included information
related to the retail outlet and the extent to which this
line of business was successful or unsuccessful for the
Debtor. The Disclosure Statement should have also
included the extent to which any of the loans allegedly
advanced by Emile Fanous and his family member were
necessary due to the increased costs of operating the
retail business;
(c) the Disclosure Statement provides that Emile Fanous and
his relatives have loaned the Debtor approximately
$200,000 to keep the Debtor open. The Disclosure
Statement does not disclose when the loans were made, the
terms of the loans, who authorized the Debtor to request
and accept the loans, how the loan proceeds were used, and
the reasons why the Debtor does not believe it would be
prudent to seek subordination of those loans;
(d) the Disclosure Statement provides that Debtor's current
management will stay in place and that Emile Fanous will
be paid an annual salary of $39,600. The Disclosure
Statement is devoid of any information as to the names of
the Debtor's current management. The Disclosure Statement
further fails to explain why leaving current management in
place is in the best interest of the Equity Holder;
(e) the Disclosure Statement states that the Debtor's
inventory is "older and will not provide significant value
in a forced liquidation." Upon information and belief,
the Debtor's inventory consists of precious metals and
loose stones. While the assets may be "old," it is
unlikely that the age causes them to be less valuable.
Further assets like precious metals and stones have a
known value and can be sold for that whether the sale is
quick or over time. Regardless, the Disclosure Statement
fails to contain adequate information regarding the
Debtor's inventory; and
(f) the Disclosure Statement provides that the Debtor has
"evaluated potential claims," but that the "Debtor does
not believe any claims under the provision of the
Bankruptcy Code exist which would be beneficial…or which
would result in a higher return to the creditors." This
section of the Disclosure Statement fails to contain any
mention of the litigation commenced by the Equity Holder
against the Debtor and the allegations contained therein.
Further the Disclosure Statement does not discuss the
extent to which the Debtor could seek characterization or
subordination of the claims scheduled on behalf of various
insiders of the Debtor and the extent to which a
distribution could be made to the Equity Holder.
On Feb. 23, 2017, the Court conditionally approved the Disclosure
Statement and ordered that objections to the Disclosure Statement
be filed by April 3, 2017.
On March 14, 2017, the Equity Holder filed a motion to dismiss the
Debtor's bankruptcy case.
A copy of the Objection is available at:
http://bankrupt.com/misc/txnb16-33806-38.pdf
As previously reported, the Plan proposes to pay Class 3
non-insider unsecured creditors in full. These creditors will
receive a monthly payment of $500 month in 24 months.
The Equity Holder is represented by:
John C. Leininger, Esq.
SHAPIRO BIEGING BARBER OTTESON LLP
5400 LBJ Freeway, Suite 930
Dallas, Texas 75240
Tel: (214) 377-0146
E-mail: jcl@sbbolaw.com
About Fanous Jewelers
Fanous Jewelers, Inc., was started by two brothers, Sam and Emile
Fanous in the 1970's. The Debtor's business consists of making
custom jewelry for clients.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N. D. Texas Case No. 16-33806) on Sept. 29, 2016.
Eric A. Liepins, Esq., at Eric A. Liepins, P.C., serves as the
Debtor's bankruptcy counsel.
On February 20, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement. The plan proposes to pay
Class 3 non-insider unsecured creditors in full in two years.
FEDERATION EMPLOYMENT: Panel Blames Loeb & Troper for Bankruptcy
----------------------------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that the
official unsecured creditors' committee blamed an alleged
negligence by accounting firm Loeb & Troper LLP for Federation
Employment & Guidance Service Inc.'s bankruptcy. According to the
report, the creditors said that the Debtor's accountants failed to
warn management about $18.3 million in mounting losses.
About FEGS
Established in 1934 amidst the Great Depression, Federation
Employment & Guidance Service, Inc. ("FEGS") is a not-for-profit
provider of various health and social services to more than
120,000 individuals annually in the areas of behavioral health,
disabilities, housing, home care, employment/workforce, education,
youth and family services. At its peak, FEGs' network of programs
operated over 350 locations throughout metropolitan New York and
Long Island and employed 2,217 highly skilled professionals.
FEGS sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case
No. 15-71074) in Central Islip, New York on March 18, 2015.
The Debtor disclosed $86,697,814 in assets and $45,572,524 in
liabilities as of the Chapter 11 filing.
The Debtor filed applications to hire Garfunkel, Wild, P.C., as
general bankruptcy counsel; Togut, Segal & Segal, LLP, as
co-counsel; JL Consulting LLC as Restructuring Advisor, as
restructuring advisor; Crowe Horwath, LLP as accountants; and Rust
Consulting/Omni Bankruptcy as claims and noticing agent.
The U.S. Trustee for Region 2 appointed three members to the
Official Committee of Unsecured Creditors. The Committee tapped
Pachulski Stang Ziehl & Jones LLP as its counsel.
FENIX PARTS: Covenant Breach Raises Going Concern Doubt
-------------------------------------------------------
Fenix Parts, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.77 million on $32.51 million of net revenues for the three
months ended September 30, 2016, compared to a net loss of $6.55
million on $27.27 million of net revenues for the same period in
2015.
For the nine months ended September 30, 2016, the Company recorded
a net loss of $41.74 million on $98.93 million of net revenues,
compared to a net loss of $13.15 million on $38.74 million of net
revenues for the same period last year.
The Company's balance sheet at September 30, 2016, showed total
assets of $127.42 million, total liabilities of $55.62 million, and
a stockholders' equity of $71.80 million.
The Company is in breach of certain financial covenants contained
in the Credit Facility as described in Note 4. The failure to
operate within the requirements of these financial covenants as of
September 30, 2016 was due primarily to (i) lower asset values as a
result of reductions during 2016 to the aggregate estimated fair
value of inventory acquired as part of the purchase of
Subsidiaries, which have reduced the Company's borrowing base, (ii)
limits on certain non-cash adjustments to calculate EBITDA for
covenant compliance, and (iii) EBITDA during the third quarter of
2016 that was lower than forecasted because of a decline of
approximately $1.7 million in quarterly net revenues (as compared
to a Company record level of net revenues for the quarter ended
June 30, 2016) and higher cost of goods sold and operating
expenses, including significant accounting, legal and other fees,
primarily as a result of the transition to a new public accounting
firm beginning in July 2016 and the SEC inquiry discussed in Note
11, which have forced the Company to incur significant accounting
and legal fees during the second half of 2016.
Management has been and remains highly focused on maximizing cash
flows from operations and, to the extent possible under the
circumstances, minimizing the cost of outsourced professional fees.
Although scrap metal prices, which declined by more than 20% on
average from the second to the third quarter of 2016, have
increased since September 30, 2016, the Company's expectation is
that the current high level of professional fees should decline
after the first half of 2017, the Company still may not be able to
comply with all the financial covenants contained in its Credit
Facility in future periods unless those requirements are waived or
amended or unless the Company can obtain new subordinated debt or
equity financing. The Board of Directors of the Company has
engaged a financial advisor to advise the Board and Company
management to assist in pursuing a range of potential strategic and
financial transactions that will provide the Company with improved
liquidity and maximize shareholder value. The financial advisor
will identify and evaluate potential alternatives including debt or
equity financing, a strategic investment into the Company or a
business combination, and is reporting directly to a special
committee of independent directors established to oversee and
coordinate these activities. The Board has not set a definitive
timetable for completion of this process. There can be no
assurance that this process will result in a transaction or other
strategic alternative of any kind.
On March 27, 2017, the Company entered into the Forbearance
Agreement. If the Company is unable to reach further agreement
with its lenders to obtain waivers or amendments to the existing
Credit Facility, find acceptable alternative financing, obtain
equity contributions, or arrange a business combination, after the
forbearance period (and during the forbearance period in the event
of any new defaults other than those anticipated defaults
enumerated in the Forbearance Agreement), the Company's Credit
Facility lenders could elect to declare some or all of the amounts
outstanding under the facility to be immediately due and payable.
If this happens, the Company does not expect to have sufficient
liquidity to pay the outstanding Credit Facility debt. In
addition, the Company has significant obligations under contingent
consideration agreements related to certain acquired companies as
described in Note 5, and it will need access to additional credit
to be able to satisfy these obligations.
As a result, substantial doubt exists regarding the ability of the
Company to continue as a going concern, which contemplates
continuity of operations, realization of assets and the
satisfaction of liabilities in the normal course of business within
one year from the date of this filing.
A full-text copy of the Company's Form 10-Q is available at:
https://is.gd/AyAK1n
Fenix Parts, Inc., is engaged in the business of automotive
recycling, which is the recovery and resale of OEM and aftermarket
parts, components and systems, such as engines, transmissions,
radiators, trunks, lamps and seats (referred to as "products")
reclaimed from damaged, totaled or low value vehicles. The Company
purchase vehicles primarily at auto salvage auctions. Its
customers include collision repair shops, mechanical repair shops,
auto dealerships and individual retail customers. Fenix also
generate a portion of its revenue from the sale as scrap of the
unusable parts and materials, from the sale of used cars and
motorcycles, and from the sale of extended warranty contracts.
FIRST PHOENIX-WESTON: Unsecured Insiders to Get 50% in Sabra Plan
-----------------------------------------------------------------
Sabra Phoenix Wisconsin, LLC, filed with the U.S. Bankruptcy Court
for the Western District of Wisconsin a first amended disclosure
statement dated April 3, 2017, referring to the first amended plan
of reorganization for First Phoenix-Weston, LLC, et al., dated
April 3, 2017.
Class 8 Unsecured Insider Claims -- totaling $2,142,039 -- will
recover 50% over seven years, 8% interest upon allowance of claim,
subject to increase in the event of an FPG & LCD, L.L.C. overbid
The Debtors have indicated that they may retain one or more expert
witnesses for the plan confirmation hearing of the Debtors' Plan,
or any potential valuation hearing of the assisted living and
skilled nursing care facility.
The Debtors estimated that employing expert(s) would cost the
Debtors' estates between $25,000 and $50,000.
As of the date of this filing, the Debtors have filed one
application to employ an expert witness, The Griffing Group, LLC.
The Debtors propose that The Griffing Group will provide expert
testimony on valuation, interest rate(s), and feasibility. The
Debtors estimate that total estimate fee for The Griffing Group
will be between $40,000 and $50,000.
The previous disclosure statement says that the Debtors have
indicated that they may retain one or more expert witnesses for the
Confirmation Hearing of the Debtors' Plan, or any potential
valuation hearing of the Facility.
The Debtors estimated that employing the expert(s) would cost the
Debtors' estates between $25,000 and $50,000.
This has also been added to the First Amended Disclosure Statement:
Sabra Phoenix estimates that the Effective Date will occur within
90-120 days after entry of the plan confirmation order.
Accordingly, the payments that will occur within 30 days of the
Effective Date will take place, by Sabra Phoenix's estimation,
120-150 days after entry of the confirmation court order. This is
only an estimate based upon the time needed to market the
businesses, receive bids, conduct the auctions, and transfer all
assets, including issuance of licenses to the Weston Purchaser and
the FPG Purchaser.
If the issuance of new licenses is delayed for any reason and the
sales of the FPG Assets and the Weston Assets are delayed for any
reason, then the payments will be similarly postponed. But as the
lead bidder for both Debtors' assets, Sabra Phoenix does not
anticipate any delays with the issuance of licenses or the closing
of the Weston Auction or the FPG Auction. Any risk associated with
issuance of licenses or the auctions will be mitigated by the Plan
Agent’s review and evaluation of bids, if necessary with the
assistance of counsel, for multiple factors including the bidder's
eligibility and qualifications for issuances of licenses from DHS
and ability to close the transactions on a timely basis.
The First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/wiwb16-12820-282.pdf
As reported by the Troubled Company Reporter on March 23, 2017, the
Debtor filed with the Court a disclosure statement for the plan of
reorganization dated March 13, 2017, proposed by Sabra Phoenix.
Under that plan, Class 7 General Unsecured Claims will recover 100%
within 30 days after the Effective Date, compared with the 21-month
expected recovery proposed by the Debtors' plan of reorganization.
About First Phoenix-Weston, LLC
First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., were formed in
2010 to organize, develop, and manage an assisted living and
skilled nursing care facility near three major regional hospitals
in Central Wisconsin including St. Clare's Hospital, which is just
a block away. The Facility combines an assisted living facility
together with a skilled nursing facility in a resort-like
atmosphere for its patients. The business is commonly known as the
"Stoney River" assisted living and rehab. The Facility is
comprised of two integrated businesses: a 35-unit skilled nursing
rehabilitation center (commonly referred to as the skilled nursing
facility, or "SNF"), and a 60- unit assisted living facility (the
"ALF").
First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., filed Chapter 11
bankruptcy petitions (Bankr. W.D. Wisc. Case Nos. 16-12820 and
16-12821) on Aug. 15, 2016. The petitions were signed by Philip
Castleberg, as part-owner. The Debtors estimate assets and
liabilities in the range of $10 million to $50 million. Michael
Best & Friedrich LLP serves as counsel to the Debtors.
GARDA WORLD: Fitch Affirms B+ Long-Term Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed Garda World Security Corporation's (GW)
Long-Term Issuer Default Rating (IDR) at 'B+'. The Rating Outlook
is Stable. In addition, Fitch has assigned a 'BB+/RR1' rating to
GW's planned new USD182 (CAD240) million revolving credit facility
and USD980 (CAD1,294) million term loan. Both the credit facility
and term loan will be funded in USD and CAD with the credit
facility maturing in April of 2022 and the term loan maturing in
April. 2024. Fitch has also assigned a 'B-/RR6' to the company's
planned issuance of USD630 (CAD832) million of senior unsecured
notes. The notes will be denominated in USD and will mature in
April of 2025.
Approximately USD1.7 billion of outstanding debt is covered by GW's
ratings. A full rating list follows at the end of this release.
KEY RATING DRIVERS
GW's ratings are supported by the firm's significant market
position, successful organic and acquisitive growth in conjunction
with consistent cash flow generation. GW's rating is further
supported by historical technology investments that the firm has
made in its cash-in-transit business which allows the segment to
maintain low capital needs on a go-forward basis. The company
continues to successfully integrate new targets while realizing
both revenue and operational synergies as evidenced by improving
normalized EBITDA margins and cash flow levels as the company
continues to grow.
On March 4, 2017 Garda's management team and Rhone Capital
announced an agreement to acquire Apax Partner's remaining stake in
Garda. Apax first took an equity stake in the firm in November 2012
and the company has nearly doubled its revenue and employees since
that time. Concurrent with the current transaction, the company
will be prepaying all of its existing debt. The current transaction
recapitalizes the firm's entire capital structure with a net effect
of adding roughly USD214 million of incremental debt in order to
fund the repurchase of common shares from Apax Partners. Upon
closing of the transaction, Apax will no longer own any shares in
Garda's parent company, while Stephan Cretier, founder, chairman,
and CEO will hold, along with certain members of the management
team, 39% of the shares in GW's parent company and Rhone Capital
will increase its holding to 61%.
In December 2016, GW completed the acquisition of KK Security, a
leading provider of security services in East Africa, operating in
seven countries on the continent and generating close to CAD120
million in annual revenue. Fitch expects the KK acquisition to
further enable GW to capitalize on the consolidating security
services market across the Middle East and Africa and sees positive
growth trends across these geographies. Fitch notes that the
company has grown the revenue within its security services segment
from CAD172 in 2013 to CAD675 million expected for year-end 2017,
which excludes the recent KK Security acquisition.
GW has completed three other significant acquisitions in the past
two years, acquiring G4S cash services in Canada in April 2014, 32
currency vaults from Bank of America in the U.S. in April 2014, and
the international protective services firm Aegis in September 2015.
GW spent an aggregate of roughly USD300 million in the three
transactions and has grown revenue and EBITDA significantly over
the past three years. Fitch considers the integration of these
targets as nearly completed at this point, evidenced by the
company's 11.4% normalized EBITDA margin, which compares to a 10.6%
and 11% for the calendar years 2014 and 2015 respectively. Fitch
expects EBITDA margins in the 11% range through the medium term due
to expected continued acquisitions, though normalized margins may
approach 12%.
Rating concerns include GW's willingness to operate at elevated
leverage levels, frequent acquisition activity, and relatively
concentrated customer base. GW's top 10 customers currently account
for approximately 35% of its revenue, which has increased in recent
years. Much of this increased customer concentration comes from
additional contracts that the company has attained (both
organically and through acquisition) in protecting U.S. embassies
in the Middle East and Africa. Additional concerns include the
firm's end-market concentration, appetite for shareholder
dividends, and significant cash restructuring and integration
costs. Though this current recapitalization is funding a
liquidation event for shareholders with incremental debt, Fitch
views this as credit-neutral as the firm has continued to grow
rapidly through accretive acquisitions and Fitch expects leverage
to fall in calendar 2017, absent a significant negative currency
movement.
GW's Total Debt/EBITDA has varied in recent years because of
frequent acquisitions and negative currency movements. The
company's leverage was 7.9x and 8.5x at year-end 2015 and 2016,
respectively. Fitch notes that based upon the firm's stated
adjusted pro forma figures, leverage was 6.6x and 6.2x at year-end
2015 and 2016. Given the successful integration of GW's recent
acquisitions and their highly accretive contribution to cash flows,
Fitch will continue to view the firm's stated pro- forma leverage
metrics as a counterbalance to the risk of the firm's more elevated
reported leverage. Fitch expects the company's reported leverage to
be roughly 8.0x at year-end 2017 though the firm has stated a much
more moderate pro forma figure of 5.4x based upon the successful
integration of Aegis and the recent acquisition of KK Security.
Fitch expects the company's pro forma leverage (including the newly
issued debt) to remain within the 6.0x range through the
intermediate term.
The strength of GW's business profile provides somewhat of an
offset to the relatively elevated leverage in the company's credit
profile. The recurring nature of the company's revenues, long
customer contracts, and relatively stable operating margins are
features of higher rating categories. GW enjoys a more stable
operating profile than most issuers in the 'B+' rating category.
Although high leverage and debt service costs will continue to be
the largest intermediate-term risk, positive FCF should, to a
degree, counterbalance them. Fitch expects GW to generate roughly
CAD115 million of FCF in calendar 2017, which would be a roughly
4.5% margin.
Fitch expects GW to primarily deploy excess cash toward additional
acquisitions. Financing costs have been reduced recently due to
refinancing in 2016 though costs may rise marginally in 2017 due to
potentially rising interest rates. Fitch expects funds from
operations (FFO) interest coverage to be between 2x to 3x at
year-end fiscal 2017 compared to 1.7x at year-end fiscal 2016.
Following a number of one-time costs in fiscal 2016, GW generated
CAD50 million of FFO in fiscal 2016 compared to CAD90 million in
2015. With an asset-light business model (the firm's largest cost
is personnel) GW utilizes operating leases for its armored vehicle
fleets and other heavy equipment, which allows for cash flow
flexibility. The medium-term maturity schedule is favorable with no
material debt maturities until 2022 which is when the firm's new
revolving credit facility matures, followed by the maturity of the
new USD980 term loan in 2024.
The rating of 'BB+/RR1' on GW's senior secured credit facility
reflects its substantial going-concern enterprise value coverage
and outstanding recovery prospects in a distressed scenario, which
Fitch estimates in the 90%-100% range. Collateral consists of
nearly all U.S. and Canadian assets of restricted subsidiaries,
including such assets which may be under lease agreements. This
includes without limitation, accounts receivables, inventory,
equipment, investment property, intellectual property, other
general intangibles, and owned (but not leased) real property. The
equity interests of the borrower and all equity interests of any
wholly owned subsidiaries are also included within the collateral
package. The rating of 'B-/RR6' on the company's senior unsecured
notes reflects the minimal recovery prospects on the notes,
estimated by Fitch to be in the 0%-10% range in a distressed
scenario.
KEY ASSUMPTIONS
Fitch's key assumptions within Fitch ratings case for the issuer
include:
-- Revenue growth of at least 20% in FY2017;
-- The company achieves EBITDA margins of at least 11% through
the medium term;
-- There are no additional debt-funded dividends in the medium
term;
-- Additional depreciation in the CAD vs the USD is limited;
-- Capital intensity remains at roughly 2.7% of revenue through
the medium term.
RATING SENSITIVITIES
Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:
-- Maintaining total debt/EBITDA below 5x;
-- Maintaining a FCF margin above 4%;
-- Maintaining an EBITDA margin above 12%;
-- Continued successful M&A integration.
Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:
-- Total pro forma debt/EBITDA above 6.5x for an extended period;
-- Debt-funded shareholder-friendly activity;
-- A decline in the company's EBITDA margin to below 10% on a
sustained basis;
-- Loss of a material contract or customer.
LIQUIDITY
Fitch expects GW to continue to hold minimal cash balances and fund
short-term needs with operating cash flows and draws from its new
multi-currency CAD240 million senior secured revolver. Fitch does
not expect GW to draw on the new revolver as part of the current
recapitalization, thus the full amount should be fully available
pro forma. The company has adequate liquidity with a CAD68 million
cash balance as of Oct. 31, 2016, though this was counterbalanced
against CAD95 million of customer advances which Fitch considers
restricted and not readily available. The company's funding needs
are manageable given GW's working capital structure and low capital
intensity. Working capital volatility is largely kept in check, as
accounts receivables and payables have only seen large swings in
past years due to large new business wins. Inventory is minimal and
only includes spare parts to the company's vehicles and aircrafts.
The majority of new fixed assets are funded through finance
(capital) leases, decreasing annual costs, especially for new
armored vehicles. The security solutions segment is an asset-light
business and needs minimal capital expenditures as well.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following ratings:
Garda World Security Corporation
-- IDR at 'B+'.
Fitch has assigned the following ratings:
-- Secured revolving credit facility at 'BB+/RR1';
-- Secured term loan B at 'BB+/RR1';
-- Senior unsecured notes at 'B-/RR6'.
The Rating Outlook is Stable.
GENERAL EXCAVATION: Case Summary & 12 Unsecured Creditors
---------------------------------------------------------
Debtor: General Excavation Services, LLC
P.O. Box 100487
Irondale, AL 35210
Case No.: 17-01508
Business Description: The Company is a small business debtor as
defined in 11 U.S.C. Section 101(51D)
engaged in excavation contracting.
Chapter 11 Petition Date: April 7, 2017
Court: United States Bankruptcy Court
Northern District of Alabama (Birmingham)
Judge: Hon. Sims D. Crawford
Debtor's Counsel: C Taylor Crockett, Esq.
C. TAYLOR CROCKETT, P.C.
2067 Columbiana Road
Birmingham, AL 35216
Tel: 205-978-3550
Fax: 205-978-3556
E-mail: taylor@taylorcrockett.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by James Isbell, managing member.
A copy of the Debtor's list of 12 unsecured creditors is available
for free at http://bankrupt.com/misc/alnb17-01508.pdf
GEO V. HAMILTON: Hearing on Plan Outline Approval Set for May 11
----------------------------------------------------------------
The Hon. Gregory L. Taddonio of the U.S. Bankruptcy Court for the
Western District of Pennsylvania will hold on May 11, 2017, at 2:00
p.m. a hearing to consider the approval of the disclosure statement
filed by Geo. V. Hamilton, Inc., on March 31, 2017, referring to
the Debtor's Chapter 11 plan dated March 31, 2017.
Objections to the Disclosure Statement must be filed by May 4,
2017.
About Geo V. Hamilton, Inc.
Formed in 1947, Geo. V. Hamilton, Inc. is based in McKees Rocks,
Pennsylvania, its home of nearly seventy years. Hamilton is a
distributor of insulation products and an insulation contractor
serving a wide variety of industrial, energy and commercial
facilities in the Pittsburgh area and elsewhere.
Hamilton filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa.
Case No. 15-23704) on Oct. 8, 2015, for the purpose of resolving
all existing and future personal injury and wrongful death claims
arising from alleged exposure to asbestos-containing product
distributed or installed by Hamilton more than 40 years ago.
Judge Gregory L. Taddonio is assigned to the case.
The petition was signed by Joseph Linehan, the Company's general
counsel.
The Debtor has engaged Reed Smith LLP as counsel and Logan &
Company, Inc., as claims and noticing agent. Schneider Downs & Co.,
Inc., as accounting consultant.
On Oct. 23, 2015, the United States Trustee appointed the Official
Committee of Asbestos Personal Injury Claimants to represent the
shared interests of holders of current asbestos-related claims for
personal injury or wrongful death against the Debtor. The Committee
is represented by Douglas A. Campbell, Esq., at Campbell & Levine,
LLC, and Ann C. McMillan, Esq., Jeffrey A. Liesemer, Esq., and
Kevin M. Davis, Esq., at Caplin & Drysdale, Chartered.
On Dec. 8, 2015, the U.S. Trustee filed its statement that an
unsecured creditors committee has not been appointed to represent
the interests of unsecured creditors of the Debtor.
On Dec. 23, 2015, the Court entered its order appointing Gary
Philip Nelson as the Legal Representative of Holders of Future
Asbestos Demands. The FCR is represented by Beverly A. Block,
Esq., at Sherrard German & Kelly, PC.
GETTY IMAGES: Bank Debt Trades at 12% Off
-----------------------------------------
Participations in a syndicated loan under Getty Images Inc is a
borrower traded in the secondary market at 87.50
cents-on-the-dollar during the week ended Friday, April 7, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.63 percentage points from the
previous week. Getty Images pays 350 basis points above LIBOR to
borrow under the $1.9 billion facility. The bank loan matures on
Oct. 14, 2019 and carries Moody's B3 rating and Standard & Poor's
CCC+ rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended April 7.
GLOBAL ASSET: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Global Asset Solutions, Inc.
1732 Brookstone Way
Plant City, FL 33566
Case No.: 17-02970
Business Desription: The Debtor is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B))
Chapter 11 Petition Date: April 7, 2017
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtor's Counsel: Buddy D Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: 813-877-4669
Fax: 813-877-5543
E-mail: Buddy@TampaEsq.com
- and -
Jonathan A Semach, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: 813-877-4669
Fax: 813-877-5543
E-mail: jonathan@tampaesq.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Chad Sands, president.
A copy of the Debtor's list of 16 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb17-02970.pdf
GLYECO INC: Incurs $2.26 Million Net Loss in 2016
-------------------------------------------------
Glyeco, Inc., filed with the Securities and Exchange Commission its
annual report on Form 10-K disclosing a net loss of $2.26 million
on $5.59 million of net sales for the year ended Dec. 31, 2016,
compared to a net loss of $12.45 million on $7.36 million of net
sales for the year ended Dec. 31, 2015.
As of Dec. 31, 2016, Glyeco had $14.10 million in total assets,
$8.30 million in total liabilities and $5.80 million in total
stockholders' equity.
"We assess our liquidity in terms of our ability to generate cash
to fund our operating, investing and financing activities.
Significant factors affecting the management of liquidity are cash
flows generated from operating activities, capital expenditures,
and acquisitions of businesses and technologies. Cash provided
from financing continues to be the Company's primary source of
funds. We believe that we can raise adequate funds through issuance
of equity or debt as necessary to continue to support our planned
expansion.
"As of December 31, 2016, we had $3,572,685 in current assets,
consisting primarily of $1,413,999 in cash, $1,096,713 in accounts
receivable and $644,522 in inventory. Cash increased from
$1,276,687 as of December 31, 2015, to $1,413,999 as of December
31, 2016, primarily due to the rights offering in February 2016 and
the unsecured debt issued in December 2016, significantly offset by
negative operating cash flow and purchases of assets and
businesses. Accounts receivable increased from $807,906 as of
December 31, 2015, to $1,096,713 as of December 31, 2016 primarily
due to customer receivable balances acquired as part of the WEBA
acquisition in December 2016. Inventory increased from $380,789 as
of December 31, 2015, to $644,522 as of December 31, 2016 primarily
due to inventory balances acquired as part of the Dow asset
purchase in December 2016.
"As of December 31, 2016, we had total current liabilities of
$5,336,792, consisting primarily of contingent acquisition
consideration of $1,821,575 and notes payable -- current portion,
net of debt discount of $2,541,178. Contingent acquisition
consideration relates to potential future earn out payment amounts
primarily related to the WEBA acquisition in 2016. Notes payable
-- current portion, net of debt discount increased from $117,972 as
of December 31, 2015 to $2,541,178 as of December 31, 2016
primarily related to the unsecured debt issued in December 2016,"
the Company stated in the report.
KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016, citing that the
Company has experienced recurring losses from operations, has
negative operating cash flows during the year ended Dec. 31, 2016,
has an accumulated deficit of $36,815,063 as of Dec. 31, 2016, and
is dependent on its ability to raise capital. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/qr8N06
About GlyEco, Inc.
Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.
GOLDEN MARINA: Hires Nijman Franzetti as Special Counsel
--------------------------------------------------------
Golden Marina Causeway LLC seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Nijman Franzetti LLP as special counsel.
The Debtor owns two parcels of real estate located at 302 and 311
East Greenfield Avenue in Milwaukee, Wisconsin (the "Golden Marina
Property"). The 311 East Greenfield property is the former site of
the Solvay Gas and Coke Company, and is subject to an
administrative order under the Comprehensive Environmental Response
Compensation and Liability Act ("CERCLA").
The Debtor requires Franzetti to represent the Debtor in connection
with issues relating to the administrative order entered into by
certain parties and the United States Environmental Protection
Agency, Region V, for the performance of a Remediation
Investigation/Feasibility Study under CERCLA.
Franzetti lawyers and professionals who will work on the Debtor's
case and theirhourly rates are:
Susan M. Franzetti, Partner $390
Vincent Angermeier, Associate $180
Kelly Emerson, Legal Assitant $100
Franzetti will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Susan M. Franzetti, Esq., partner of the law firm Nijman Franzetti
LLP, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtor and its
estates.
Franzetti may be reached at:
Susan M. Franzetti, Esq.
Nijman Franzetti LLP
10 South LaSalle Street, Suite 3600
Chicago, IL 60603
Tel: 312-251-5590
Fax: 312-251-4610
E-mail: sf@nijmanfranzetti.com
About Golden Marina Causeway, LLC.
Golden Marina Causeway LLC owns two parcels of real estate, located
at 302 and 311 East Greenfield Avenue in Milwaukee, Wisconsin. The
parcel at 311 E. Greenfield consists of 47 acres and the smaller
parcel at 302 E. Greenfield is approximately 1 acre.
Golden Marina Causeway, LLC, based in Downers Grove, Illinois,
filed a chapter 11 petition (Bankr. N.D. Ill. Case No. 16-03587) on
February 5, 2016. The petition was signed by Lawrence D.
Fromelius, manager. The Debtor is represented by Jeffrey K.
Paulsen, Esq., at The Law Office of William J. Factor, Ltd. The
case is assigned to Judge Carol A. Doyle. The Debtor estimated
assets and liabilities at $1 million to $10 million at the time of
the filing.
Lawrence D. Fromelius filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 15-22373) on June 29, 2015. On July 2, 2015, L. Fromelius
Investment Properties LLC filed a petition for relief under Chapter
11 of the Bankruptcy Code under Case No. 15-22943.
Mr. Fromelius is the sole member of Investment Properties. He is
also the sole member of East Greenfield Investors LLC, which in
turn is the sole member of Golden Marina Causeway LLC.
GREAT FALLS DIOCESE: Hires Elsaesser Jarzabek Anderson as Attorneys
-------------------------------------------------------------------
Roman Catholic Bishop of Great Falls, Montana, a Montana Religious
Corporation Sole (Diocese of Great Falls-Billings), seeks
authorization from the U.S. Bankruptcy Court for the District of
Montana to employ Elsaesser Jarzabek Anderson Elliot and MacDonald,
Chtd. as attorneys.
The Debtor requires Elsaesser Jarzabek to render legal advice and
assistance as needed by the Debtor-in-Possession in order to
propose and have confirmed a Chapter 11 Plan of Reorganization.
Elsaesser Jarzabek lawyers and professionals who will work on the
Debtor's case and their hourly rates are:
Ford Elsaesser, Attorney $375
Bruce A. Anderson, Attorney $375
Katie Elsaesser, Attorney $195
Lois LaPointe, Registered Paralegal $75
Support Staff $50
The Debtor-in-Possession has paid counsel $122,015.90 pre-petition
to date for pre-petition and preparation of filing including
Chapter 11 filing fees through March 31, 2017.
Elsaesser Jarzabek will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Ford Elsaesser, Esq., attorney with the law firm Elsaesser Jarzabek
Anderson Elliot and MacDonald, Chtd., assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.
Elsaesser Jarzabek may be reached at:
Ford Elsaesser, Esq.
Elsaesser Jarzabek Anderson Elliot and MacDonald, Chtd.
123 South Third Street, Suite 24
P.O. Box 1049
Sandpoint, ID 83864
Tel: (208) 263-8517
Fax: (208) 263-0759
E-mail: ford@ejame.com
The Roman Catholic Bishop of Falls, Montana, A Montana Religious
Corporate Sole, aka Diocese of Great Falls-Billings --
http://www.dioceseofgfb.org/-- filed a Chapter 11 bankruptcy
petition (Bankr. D. Mont. Case No. 17-60271) on March 31, 2017.
The Hon. Benjamin P. Hursh presides over the case.
Bruce Alan Anderson, Esq., at ELSAESSER JARZABEK ANDERSON ELLIOTT &
MACDONALD, CHTD.; and Gregory J Hatley, Esq., at DAVIS HATLEY
HAFFEMAN & TIGHE PC, serve as counsel to the Debtor.
In its petition, the Debtor listed $20.75 million in total assets
and $14.78 million in total liabilities.
The petition was signed by Michael W. Warfel, Bishop.
GREAT FALLS DIOCESE: Taps Davis Hatley Haffeman as Special Counsel
------------------------------------------------------------------
The Roman Catholic Bishop of Great Falls, Montana, a Montana
Religious Corporation Sole (Diocese of Great Falls-Billings), seeks
authorization from the U.S. Bankruptcy Court for the District of
Montana to employ Davis Hatley, Haffeman & Tighe, PC as special
counsel.
The Debtor requires Davis Hatley to render legal advice and
assistance as needed by the Debtor-in-Possession on day to day
general business matters of the Debtor-in Possession and its
associated Canonical entities, legal advice and counsel on the
application and implementation of Diocesan-wide policies covering
the Debtor-in-possession's operations and the representation of the
Debtor-in-possession in Administrative and State/Federal court
proceedings.
Davis Hatley lawyers and professionals who will work on the
Debtor's case and their hourly rates are:
Maxon R. Davis $200
Gregory J. Hatley $200
Paralegal Support Staff $75
Davis Hatley will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Maxon R. Davis, Esq., attorney with the law firm of Davis Hatley,
Haffeman & Tighe, PC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
Davis Hatley may be reached at:
Maxon R. Davis, Esq.
Gregory J. Hatley, Esq.
Davis Hatley, Haffeman & Tighe, PC
The Milwaukee Station, 3rd Floor
101 River Drive North
PO Box 2103
Great Falls, MT 59403-2103
Phone: 406-761-5243
Fax: 406-761-4126
Email: max.davis@dhhtlaw.com
greg.hatley@dhhtlaw.com
The Roman Catholic Bishop of Falls, Montana, A Montana Religious
Corporate Sole, aka Diocese of Great Falls-Billings --
http://www.dioceseofgfb.org/-- filed a Chapter 11 bankruptcy
petition (Bankr. D. Mont. Case No. 17-60271) on March 31, 2017.
The Hon. Benjamin P. Hursh presides over the case.
Bruce Alan Anderson, Esq., at ELSAESSER JARZABEK ANDERSON ELLIOTT &
MACDONALD, CHTD.; and Gregory J Hatley, Esq., at DAVIS HATLEY
HAFFEMAN & TIGHE PC, serve as counsel to the Debtor.
In its petition, the Debtor listed $20.75 million in total assets
and $14.78 million in total liabilities.
The petition was signed by Michael W. Warfel, Bishop.
GREENSHIFT CORP: Effecting 1-for-100 Reverse Stock Split
--------------------------------------------------------
Effective at close of business on April 4, 2017, GreenShift
Corporation filed with the Secretary of State of the State of
Delaware a certificate of amendment to the Company's certificate of
incorporation to give effect to a 1-for-100 reverse stock split.
The Company's common stock began trading on a post-reverse split
basis on April 6, 2017.
About Greenshift Corporation
Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.
Greenshift reported net income of $15.8 million on $9.46 million of
revenue for the year ended Dec. 31, 2015, compared to net income of
$941,000 on $12.8 million of revenue for the year ended Dec. 31,
2014. As of Sept. 30, 2016, Greenshift had $7.03 million in total
assets, $20.34 million in total liabilities and a total
stockholders' deficit of $13.30 million.
Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
the Company has incurred operating losses, and current liabilities
exceeded current assets by approximately $11.4 million as of
Dec. 31, 2015. In addition, the Company has guaranteed significant
debt of its parent company. These conditions raise substantial
doubt about its ability to continue as a going concern.
GYMBOREE CORP: BANK Debt Trades at 59% Off
------------------------------------------
Participations in a syndicated loan under Gymboree Corp is a
borrower traded in the secondary market at 40.71
cents-on-the-dollar during the week ended Friday, April 7, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.42 percentage points from the
previous week. Gymboree Corp pays 350 basis points above LIBOR to
borrow under the $0.82 billion facility. The bank loan matures on
Feb. 23, 2018 and carries Moody's Caa3 rating and Standard & Poor's
CC rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended April 7.
HAMPSHIRE GROUP: $4.5M Contract Lawsuit Remains in New York
-----------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that U.S.
Bankruptcy Judge Michael E. Wiles said in an opinion that he will
retain jurisdiction over a breach of the contract and fraud suit
brought against Hampshire Brands Inc. and Hampshire Group.
According to Law360, the $4.5 million contract lawsuit against
Hampshire Group will stay in New York bankruptcy court. Hampshire,
Law360 says, failed to carry its burden for a transfer to the
Delaware bankruptcy court overseeing its Chapter 11.
Jeff Montgomery at Law360 relates that Judge Brendan L. Shannon
authorized $187,500 in payments to former GRL Capital Advisors LLC
employee William Drozdowski for services from Hampshire Group's
Nov. 23, 2016 Chapter 11 filing date through March 31. The report
states that Hampshire Group and its unsecured creditors compromised
on retention terms for the chief financial officer.
About Hampshire Group, Ltd.
New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a
provider of fashion apparel across a broad range of product
categories, channels of distribution and price points. As a holding
company, the Company operates through its wholly-owned
subsidiaries, Hampshire Brands, Inc. and Hampshire International,
LLC.
Hampshire Group, Limited and two affiliates -- Hampshire Brands and
Hampshire International -- sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 16-12634 to 16-12636) on Nov. 23, 2016,
to facilitate the orderly wind-down of their business operations.
The petitions were signed by Paul Buxbaum, president and chief
executive officer.
Hampshire Group disclosed $25.9 million in assets and $41.8 million
in liabilities. Brands listed under $50 million in both assets and
debts. International listed under $50,000 in assets and under $50
million in liabilities.
Blank Rome LLP represents the Debtors. William Drozdowski of GRL
Capital Advisors LLC has also been tapped as the Debtors' chief
financial officer.
The U.S. Trustee for Region 3 has appointed five creditors to serve
in the official unsecured creditors committee in the case.
Pachulski Stang Ziehl & Jones LLP serves as legal counsel and
Gavin/Solmonese LLC as financial advisor to the Committee.
HD SUPPLY: S&P Raises CCR to 'BB'; Outlook Stable
-------------------------------------------------
S&P Global Ratings said that it raised its corporate credit rating
on HD Supply Inc. to 'BB' from 'BB-'. The outlook is stable.
At the same time, S&P assigned its 'BBB-' issue-level and '1'
recovery ratings to the company's new $1.5 billion ABL credit
facility. The '1' recovery rating on the facility indicates S&P's
expectation of very high (90%-100%; rounded estimate: 95%) recovery
in the event of a default.
In addition, S&P raised its issue-level ratings on the company's
senior secured debt to 'BB' from 'BB-'. The '3' recovery rating
indicates S&P's expectation of average recovery (30%-50%; rounded
estimate: 50%) in the event of a default.
S&P also raised its issue-level ratings on the company's unsecured
notes to 'B+' from 'B'. The '6' recovery rating indicates S&P's
expectation of negligible (0%-10%, rounded estimate: 0%) recovery
in the event of a default.
The upgrade incorporates management's commitment to a less
aggressive financial policy and the improving trend in HD Supply's
credit measures -- specifically, its ratio of funds from operations
(FFO) to net adjusted debt increased to about 16%, and net adjusted
debt to EBITDA was 4.2x as of Jan. 29, 2017. S&P believes that the
company's financial policy, including its stated longer-term goal
of achieving net debt to EBITDA of 3x supports S&P's expectation of
further deleveraging in fiscal 2017 (ending Jan. 28, 2018), and S&P
expects the company to maintain a balanced approach toward
potential shareholder rewards or acquisitions after that. As a
result, S&P revised its assessment of the company's financial risk
profile to significant from aggressive.
S&P's view of HD Supply's business risk reflects its position as a
major industrial distributor of infrastructure, maintenance, repair
and operations (MRO), and specialty construction products. S&P
expects that the company will maintain its respectable
business-line diversity, solid market positions, and good
operational scale. These positive factors are tempered by the
cyclical nature of HD Supply's housing- and construction-related
end markets and its limited pricing power given the fragmented and
highly competitive industry structure consisting of other
distributors, manufacturers that sell directly to customers, and
newer internet-based entrants.
With about $7 billion in sales generated in the U.S. and Canada,
the relatively stable MRO end market accounts for 36% of the
company's sales and mainly serves owners of multifamily,
hospitality, health care, and institutional facilities. Products
sold include electrical and lighting items; appliances; janitorial
supplies; plumbing; heating, ventilation and air conditioning
(HVAC) products; hardware; and kitchen and bath cabinets.
Nonresidential construction represents about 26% of sales,
residential construction 18%, and infrastructure (and other) 17%.
The company has made strides in expanding its EBITDA margins, which
S&P considers to be above average for industrial distributors.
HDS' reported EBITDA margin is about 12%, better than that of rated
peers such as WESCO and Rexel. Wesco and Rexel have similar
business risk profiles, although HDS has a better position in
facility maintenance MRO than the other companies because of their
dependence on electrical-supplies distribution.
S&P's base-case forecast for the next 12-18 months includes these
assumptions:
-- Real U.S. GDP growth of 2.3% in 2017 and 2.4% in 2018,
continued moderate residential construction growth, and
improving nonresidential construction markets;
-- Around 4% percent revenue growth;
-- Adjusted EBITDA margin improving to about 14% over the next
12 months;
-- Capital expenditures of about $100 million annually; and
-- Free operating cash flow (FOCF) of about $600 million in
fiscal 2017.
Based on these assumptions, S&P arrives at these credit measures:
-- Net adjusted debt to EBITDA between 3x and 3.5x as of
fiscal-year end 2017; and
-- FFO to debt improving further to above 20% in fiscal 2017.
S&P's ratings also incorporate its assumption that management will
not undertake sizable share repurchases but will pursue modest
bolt-on acquisitions. The company has a successful track record of
prudent financial risk management since the 2013 IPO. During this
period, HD Supply has successfully transitioned from a leveraged
buyout capital structure to that of a publicly listed company,
demonstrating a disciplined approach to its financial policy and a
commitment to further deleveraging. HD Supply's sponsors sold
their remaining ownership shares as of July 2015, and S&P believes
that the company's financial policy will support further
deleveraging. In 2015, the company used net proceeds from the sale
of its Power Solutions segment to pay down its
$675 million second-lien notes due in 2020, and prioritized free
cash generation for debt reduction in fiscal 2016.
Modifiers
S&P's negative comparable ratings analysis modifier (CRA) on the
company reflects HD Supply's exposure to cyclical end markets and
dependence on the recovery in the residential and nonresidential
construction end markets.
S&P revised its liquidity assessment on HD Supply to strong from
adequate, because S&P expects liquidity sources to exceed uses by
1.5x over the next 12 months and remain above 1x over the following
12 months. Liquidity sources will continue to exceed uses even if
forecast EBITDA decreases by 30%. S&P expects sufficient covenant
headroom for forecast EBITDA to decline by 30% without breaching
covenants, and for debt to be at least 25% below covenant limits.
S&P also believes the qualitative factors relating to HD Supply's
liquidity, such as its well established, solid relationships with
banks, and its prudent risk management support our strong
assessment.
Principal liquidity sources:
-- A cash balance of about $73 million as of Jan. 29, 2017;
-- Ample availability under its $1.5 billion ABL revolving
credit facility that expires in 2022; and
-- S&P's expectation of FFO of around $900 million annually.
Principal liquidity uses:
-- Capital spending of about $100 million annually;
-- Moderate annual working capital outflows, with the highest
usage expected intrayear; and
-- Modest scheduled term loan amortization.
The recently completed ABL facility is subject to a 1x minimum
fixed charge coverage ratio if its specified excess availability
falls below the greater of $100 million or 10% of the aggregate
commitments. None of the other debt obligations are required to
comply with financial maintenance covenants. S&P do not expect the
fixed charge covenant to be tested in the next 12-18 months.
The stable outlook reflects S&P's expectation that HD Supply's
operating performance and EBITDA will continue to improve, coupled
with further deleveraging over the next 12 months. S&P expects
that relatively favorable industry conditions and improving margins
will enable the company to generate free cash flow of around $600
million annually and reduce debt, such that net adjusted debt to
EBITDA ranges between 3x and 3.5x in fiscal 2017.
S&P could lower the rating if weakness in its operating performance
causes its credit measures to deteriorate, such that net adjusted
debt to EBITDA approaches 5x. This could happen if the commercial
and residential construction market contracts or if the company
pursues larger than expected shareholder rewards or large
acquisitions.
S&P could raise the rating if it expects HD Supply's operating
performance to improve such that its FFO-to-total-debt ratio rises
above 30% and net adjusted debt to EBITDA goes well below 3x in the
next 12 months. In such a scenario, S&P would also expect the
company to maintain financial policies that support the improved
credit measures on a sustained basis.
HIDALGO ACCOMMODATIONS: Plan Confirmation Set for May 31
--------------------------------------------------------
Hidalgo Accommodations, Inc., is now a step closer to emerging from
Chapter 11 protection after a bankruptcy judge approved the outline
of its plan of reorganization.
Judge Robert Kwan of the U.S. Bankruptcy Court for the Central
District of California on March 30 gave the thumbs-up to the
disclosure statement after finding that it contains "adequate
information."
The order set a May 5 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.
A court hearing to consider confirmation of the plan is scheduled
for May 31, at 11:00 a.m. The hearing will take place at Courtroom
1675, Roybal Federal Building, 16th Floor, 255 East Temple Street,
Los Angeles, California.
Hidalgo Accommodations is represented by:
Mufthiha Sabaratnam, Esq.
Sabaratnam & Associates
11601 Wilshire Blvd., Suite 500
Los Angeles, CA 90025
Telephone: (310)575-4893
Facsimile: (213)403-6230
Email: pke115mfs@yahoo.com
About Hidalgo Accommodations
Hidalgo Accommodations, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-17172) on May 28,
2016. The petition was signed by Alfonso Hidalgo, president.
At the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of less than $500,000.
The Debtor hired Sabaratnam & Associates as its legal counsel, and
Yorke & Associates CPAs, Inc. as its accountant.
HISTORIC TIMBER: Plan Confirmation Hearing on May 4
---------------------------------------------------
The Hon. William V. Altenberger of the U.S. Bankruptcy Court for
the Southern District of Illinois has conditionally approved the
disclosure statement filed by Historic Timber & Plank Inc. on March
31, 2017, referring to the Debtor's plan of reorganization filed on
the same day.
A hearing will be held on May 4, 2017, at 9:00 a.m. to consider the
final approval of the Disclosure Statement and confirmation of the
Plan.
Any objection to the Disclosure Statement or to the confirmation of
the Plan must be filed by May 3, 2017.
Acceptances or rejections of the Plan must be submitted to the
attorney for the Debtor on or before seven days prior to the date
of the hearing.
Any complaints objecting to discharge under 11 U.S.C. Section 1141
must be filed no later than the first date set for hearing on
confirmation of the Plan.
About Historic Timber & Plank
Historic Timber & Plank, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 16-31007) on June
28, 2016. The petition was signed by Joseph Adams, president. The
Debtor is represented by Mary E. Lopinot, Esq., at Mathis, Marifian
& Richter, Ltd. The case is assigned to Judge William V.
Altenberger. At the time of the filing, the Debtor estimated its
assets at $0 to $50,000 and debts at $1 million to $10 million.
HOUSTON AMERICAN: Updates Investor Presentations
------------------------------------------------
Houston American Energy Corp. has prepared updated slides
reflecting recent developments in Reeves County and updated Company
information to be posted on the Company's Web site and for use in
connection with investor presentations. The presentation slides to
be used are attached to the Current Report on Form 8-K and is
available for free at: https://is.gd/UzKUTc
The summary of the presentation shows that Houston American
Energy:
a. has entry position in premier location in the Permian Basin
provides new growth area;
b. has strong operating partners with extensive experience in
respective operating areas;
c. is a clean company -- No Debt and simple capital
structure;
d. is NYSE MKT listed with broad shareholder base
e. has significant potential upside and near-term cash flow
with Permian assets; and
f. has significant upside in Colombian assets.
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.
Houston American reported a net loss of $2.64 million on $165,910
of oil and gas revenue for the year ended Dec. 31, 2016, compared
to a net loss of $3.83 million on $429,435 of oil and gas revenue
for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Houston
American had $2.94 million in total assets, $88,571 in total
liabilities and $2.85 million in total shareholders' equity.
GBH CPAs, PC, in Houston, Texas -- http://www.gbhcpas.com/--
issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016, noting that the
Company has suffered recurring losses from operations, which
raises
substantial doubt about its ability to continue as a going
concern.
IHEARTCOMMUNICATIONS INC: Extends Private Offers to Noteholders
---------------------------------------------------------------
iHeartCommunications, Inc., together with iHeartMedia, Inc. and CC
Outdoor Holdings, Inc. is extending the private offers to holders
of certain series of iHeartCommunications' outstanding debt
securities to exchange the Existing Notes for new securities of the
Issuers, and the related solicitation of consents from holders of
Existing Notes to certain amendments to the indentures and security
documents governing the Existing Notes. The Exchange Offers and
Consent Solicitations were previously scheduled to expire on April
14, 2017, at 5:00 p.m., New York City time, and will now expire on
April 21, 2017, at 5:00 p.m., New York City time. As of 5:00 p.m.,
New York City time, on April 4, 2017, no Existing Notes had been
tendered into the Exchange Offers.
iHeartCommunications is extending the Exchange Offers and Consent
Solicitations to give holders additional time to review the recent
supplements to the Offering Circular and to consider the results of
iHeartCommunications' concurrent private offers to lenders under
its Term Loan D and Term Loan E facilities, which
iHeartCommunications announced today will now expire on April 14,
2017, at 5:00 p.m., New York City time.
The terms of the Exchange Offers remain the same as set forth in
the Offering Circular and Consent Solicitation Statement, dated
March 15, 2017, as supplemented by Supplement No. 1, dated March
27, 2017, Supplement No. 2, dated April 3, 2017, and Supplement No.
3, dated April 5, 2017.
The Exchange Offers and Consent Solicitations, which are only
available to holders of Existing Notes, are being made pursuant to
the Offering Circular, and are exempt from registration under the
Securities Act of 1933.
The New Securities, including the new debt of iHeartCommunications
and related guarantees, will be offered only in reliance on
exemptions from registration under the Securities Act. The New
Securities have not been registered under the Securities Act, or
the securities laws of any state or other jurisdiction, and may not
be offered or sold in the United States without registration or an
applicable exemption from the Securities Act and applicable state
securities or blue sky laws and foreign securities laws.
The Exchange Offers with respect to the existing priority guarantee
notes are being made, and the New Securities offered to holders
thereof will be issued, to all holders of existing priority
guarantee notes. The Exchange Offer with respect to
iHeartCommunications' Senior Notes due 2021 is being made, and the
New Securities being offered to holders thereof, will be issued
only to holders of Senior Notes due 2021 that are (i) "qualified
institutional buyers" as that term is defined in Rule 144A under
the Securities Act or institutional "accredited investors" as that
term is defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, or (ii) not "U.S. persons" as that term is defined
in Rule 902 under the Securities Act.
Documents relating to the Exchange Offers and Consent Solicitations
will only be distributed to holders of the Existing Notes that
complete and return a letter of eligibility. Holders of Existing
Notes that desire a copy of the letter of eligibility must contact
Global Bondholder Services Corporation, the exchange agent and
information agent for the Offers, by calling toll-free (866)
470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit
the following website to complete and deliver the letter of
eligibility in electronic form:
http://gbsc-usa.com/eligibility/ihc-bondoffers.
About iHeartCommunications
iHeartCommunications, Inc., formerly known as Clear Channel
Communications, Inc., is a global media and entertainment company.
The Company specializes in radio, digital, outdoor, mobile, social,
live events, on-demand entertainment and information services for
local communities, and uses its unparalleled national reach to
target both nationally and locally on behalf of its advertising
partners. The Company is dedicated to using the latest technology
solutions to transform the company's products and services for the
benefit of its consumers, communities, partners and advertisers,
and its outdoor business reaches over 40 countries across five
continents, connecting people to brands using innovative new
technology.
IHeartcommunications reported a net loss attributable to the
Company of $296.31 million on $6.27 billion of revenue for the year
ended Dec. 31, 2016, compared to a net loss attributable to the
Company of $754.62 million on $6.24 billion of revenue for the year
ended Dec. 31, 2015. As of Dec. 31, 2016, Iheartcommunications had
$12.86 billion in total assets, $23.74 billion in total liabilities
and a total shareholders' deficit of $10.88 billion.
* * *
iHeartCommunications carries a 'Caa2 Corp.' corporate family rating
from Moody's Investors Service.
As reported by the TCR on Dec. 15, 2016, Fitch Ratings has
downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default
Rating (IDR) to 'CC' from 'CCC'. According to the report, the
downgrade reflects the increasing likelihood that iHeart will look
to restructure its debt within a year or two.
The TCR reported on March 17, 2017, that S&P Global Ratings lowered
its corporate credit rating on Texas-based media company
iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to
'CC' from 'CCC'. The rating outlook is negative. The downgrade
follows iHeartCommunications' announcement that it has offered to
exchange five series of priority-guarantee notes, its senior notes
due 2021, and its term loan D and E for longer-dated debt; and, in
certain scenarios, stock and warrants, or contingent value rights.
"Under all but one scenario, there would be a reduction in the
principal amount of debt outstanding and an extension of the debt
maturity by two years for exchanged debt," said S&P Global Ratings'
credit analyst Jeanne Shoesmith. "The company's debt is trading at
significant discounts to par of 20%-60%, and we believe its capital
structure is unsustainable."
IMPACTING A GENERATION: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Impacting A Generation Inc. as
of April 4, according to a court docket.
Impacting A Generation Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-54072) on March 6,
2017. The petition was signed by Odis Sneed, chief executive
officer.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.
Paul Reece Marr, Esq., at Paul Reece Marr, P.C., serves as the
Debtor's legal counsel.
INMAR INC: S&P Affirms 'B' CCR; Outlook Stable
----------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Winston-Salem, N.C.-based Inmar Inc. The outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating to the
proposed $655 million first-lien credit facilities -- consisting of
$75 million revolving credit facility due in 2022 and $580 million
first-lien term loan due in 2024 -- with a recovery rating of '3',
reflecting our expectation for meaningful (50%-70%; rounded
estimate: 60%) recovery in the event of a payment default. S&P
assigned its 'CCC+' issue-level rating to the proposed
$175 million second-lien term loan due in 2025 with a recovery
rating of '6', reflecting S&P's expectation for negligible (0%-10%;
rounded estimate: 0%) recovery in the event of a payment default.
S&P's ratings assume the transaction closes on substantially the
terms presented to S&P. Pro forma for the transaction, debt
outstanding is about $755 million.
S&P expects to withdraw its ratings on the existing credit
facilities once they have been repaid.
The rating affirmation reflects S&P's expectation that
notwithstanding the increased debt burden, Inmar will continue to
generate moderate profit growth through organic expansion and
tuck-in acquisitions, successfully integrate recent acquisitions,
and modestly strengthen credit ratios, including adjusted debt to
EBITDA to the low-6x area from about 7x pro forma for the
transaction.
The stable outlook reflects S&P's expectation that over the next
year Inmar will deliver moderate profit growth through organic
growth and tuck-in acquisitions, successfully integrate the
Collective Bias acquisition, and modestly improve its credit
ratios, including adjusted debt to EBITDA to the low-6x area by
year-end 2017 from about 7x pro forma the transaction.
S&P could lower the rating if debt to EBITDA approaches 7.5x. This
could happen if profitability unexpectedly deteriorates, which
could be caused by key customer losses or if the company's
financial policy becomes more aggressive, with significant
debt-financed acquisitions or dividends. S&P estimates that EBITDA
would have to decline by 10% for this to occur.
S&P could raise the rating if debt to EBITDA is sustained at or
below 5x. This could result if the company meets S&P's
expectations for high-single-digit pro forma EBITDA growth and
adopts financial policies that S&P believes will not result in
releveraging. Given its ownership by a financial sponsor, S&P
would need confidence that the company would maintain those
improved metrics on a sustained basis. This would likely
necessitate the sponsor reducing its ownership.
INTERPACE DIAGNOSTICS: Enters Convertible Note Waiver Agreement
---------------------------------------------------------------
Interpace Diagnostics Group, Inc., filed with the Securities and
Exchange Commission an amendment of the Current Report on Form 8-K
filed on March March 23, 2017.
On March 31, 2017, Interpace Diagnostics Group, Inc., a Delaware
corporation, entered into a waiver agreement, with the holder of
the Company's Senior Secured Convertible Note (as described in the
Original 8-K). Pursuant to the Waiver Agreement, the Holder waived
all rights pursuant to Section 7(b) of the Senior Secured
Convertible Note, including, without limitation, any right to have
an adjustment to the Conversion Price (as defined in the Senior
Secured Convertible Note) of the Senior Secured Convertible Note or
the right to substitute the Variable Price for the Conversion Price
of the Senior Secured Convertible Note, unless and until the
Company obtains Stockholder Approval.
Through March 31, 2017, the Holder has converted $4,321,663 of the
Senior Secured Convertible Note into 1,730,534 shares of the
Company’s common stock.
A full-text-copy of the Current Report on Form 8-K is available for
free at: https://is.gd/0z5QaB
About Interpace Diagnostics
Headquartered in Parsippany, New Jersey, Interpace Diagnostics
Group, Inc., is focused on developing and commercializing molecular
diagnostic tests principally focused on early detection of high
potential progressors to cancer and leveraging the latest
technology and personalized medicine for patient diagnosis and
management. The Company currently has four commercialized
molecular tests: PancraGen, a pancreatic cyst molecular test that
can aid in pancreatic cyst diagnosis and pancreatic cancer risk
assessment utilizing the Company's proprietary PathFinder platform;
ThyGenX, which assesses thyroid nodules for risk of
malignancy,ThyraMIR, which assesses thyroid nodules risk of
malignancy utilizing a proprietary gene expression assay.
Interpace reported a net loss of $11.35 million in 2015 following a
net loss of $16.07 million in 2014. As of Sept. 30, 2016, the
Company had $45.96 million in total assets, $47.44 million in
total
liabilities and a total stockholders' deficit of $1.47 million.
BDO USA, LLP, in Woodbridge, New Jersey, 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 continuing operations that raise substantial doubt
about its ability to continue as a going concern.
INTREPID POTASH: V. Prem Watsa et al. Hold 13.6% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two
Investment Company Limited, 810679 Ontario Limited, and Fairfax
Financial Holdings Limited, disclosed that as of March 21, 2017,
they are the beneficial owners of 16,666,667 shares of common stock
of Intrepid Potash, Inc., representing 13.6% of total shares of
Common Stock outstanding.
Fairfax Financial Holdings Limited and FFHL Group Ltd. disclosed
that as of March 21, 2017, they are the beneficial owners of
15,000,000 shares of common stock of Intrepid Potash, Inc.,
representing 12.2% of total shares of Common Stock outstanding.
Brit Limited, Brit Insurance Holdings Limited, Brit Insurance
(Gibraltar) PCC Limited, Fairfax (US) Inc., Odyssey US Holdings
Inc., Odyssey Re Holdings Corp., and Odyssey Reinsurance Company
disclosed that as of March 21, 2017, the are the beneficial owners
of 7,500,000 shares of common stock of Intrepid Potash, Inc.,
representing 6.1% of total shares f Common Stock outstanding.
A full-text copy of Schedule 13G is available for free at:
https://is.gd/V8lQoy
About Intrepid Potash
Intrepid Potash -- http://www.intrepidpotash.com/-- is the only
U.S. producer of muriate of potash and supplied approximately 9% of
the country's annual consumption in 2015. Potash is applied as an
essential nutrient for healthy crop development, utilized in
several industrial applications and used as an ingredient in animal
feed. Intrepid also produces a specialty fertilizer, Trio(R),
which delivers three key nutrients, potassium, magnesium, and
sulfate, in a single particle.
Intrepid serves diverse customers in markets where a logistical
advantage exists; and is a leader in the utilization of solar
evaporation production, one of the lowest cost, environmentally
friendly production methods for potash. After the idling of its
West mine in July 2016, Intrepid's production will come from three
solar solution potash facilities and one conventional underground
Trio(R) mine.
Intrepid reported a net loss of $66.63 million on $210.9 million of
sales for the year ended Dec. 31, 2016, compared to a net loss of
$524.8 million on $287.2 million of sales for the year ended Dec.
31, 2015.
As of Dec. 31, 2016, Intrepid had $540.9 million in total assets,
$177.5 million in total liabilities and $363.4 million in total
stockholders' equity.
JACK ROSS: Unsecureds to Get Quarterly Disbursements of $18,000
---------------------------------------------------------------
Jack Ross Industries, LLC, filed with the U.S. Bankruptcy Court for
the District of Nevada a disclosure statement dated April 3, 2017,
referring to the Debtor's plan of reorganization.
A hearing on the approval of the Disclosure Statement is set for
May 30, 2017, at 2:00 p.m.
Allowed Class 4 General Unsecured Claims will not bear interest,
and will receive quarterly disbursements of their pro rata portion
of a quarterly distribution of $18,000 until paid in full. The
distributions will commence once all priority claims and the Class
2 and Class 3 claims have been paid in full. All payments to the
unsecured claim of the Internal Revenue Service will be credited
first towards the trust fund obligations of all responsible
persons, specifically including Christopher Parker.
The Plan will be funded by the Debtor's income from the ongoing
operation of its business.
The Disclosure Statement is available at:
http://bankrupt.com/misc/nvb16-51053-101.pdf
About Jack Ross Industries
Jack Ross Industries, LLC, based in Reno, Nevada, operates an
indoor gun shooting range. The Debtor also sells ammunition and
other supplies related to gun maintenance.
The Debtor filed a Chapter 11 petition (Bankr. D. Nev. Case No.
16-51053) on Aug. 24, 2016. The petition was signed by Christopher
Parker, managing member. The Debtor is represented by Alan R.
Smith, Esq., at the Law Offices of Alan R. Smith. The case is
assigned to Judge Bruce T. Beesley. The Debtor disclosed $168,100
in assets and $1.06 million in liabilities.
No official committee of unsecured creditors has been appointed in
the case.
JET SERVICES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jet Services, Inc.
P.O. Box 88031
Mobile, AL 36608
Case No.: 17-01296
Business Description: Jet Services, Inc. is a licensed aircraft
charter operator located in the southeast
with the capability to meet all of its
customers' travel needs. Jet Services is
ARGUS Gold Rated, Wyvern Registered and
offers jet charter in the United States,
Canada, Mexico, Central America, and the
Bahamas as well as other Caribbean
destinations. Its exclusive jetKeys include
competitive charter pricing, flexible
membership programs, and complete
ownership solutions. From shorter regional
trips to nationwide requests, the Company's
fleet of Cessna Citation and Beechjet
aircraft is ready to serve.
The Company's home offices are located in
the Signature Flight Support facility in
Mobile, AL (KMOB).
Web site: http://www.flyjetservices.com/
Chapter 11 Petition Date: April 7, 2017
Court: United States Bankruptcy Court
Southern District of Alabama (Mobile)
Judge: Hon. Henry A. Callaway
Debtor's Counsel: Robert M. Galloway, Esq.
GALLOWAY, WETTERMARK, EVEREST & RUTENS, LLP
P. O. Box 16629
Mobile, AL 36616-0629
Tel: (251) 476-4493
E-mail: bgalloway@gallowayllp.com
- and -
J. WILLIS GARRETT
GALLOWAY, WETTERMARK, EVEREST & RUTENS, LLP
3263 Cottage Hill Rd
Mobile, AL 36606
Tel: (251) 476-4493
E-mail: wgarrett@gallowayllp.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1 million to $10 million
The petition was signed by Robert A. Marks, executive vice
president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/alsb17-01296.pdf
LANTHEUS HOLDINGS: SEC Grants Confidential Treatment
----------------------------------------------------
On April 3, 2017, Lantheus Holdings Inc. received Order Granting
Confidential Treatment from the Securities and Exchange
Commission.
Lantheus Holdings Inc. submitted an application under Rule 24b-2
requesting an extension of a previous grant of confidential
treatment for information it excluded from the Exhibits to a Form
10-Q filed on November 1, 2016. Lantheus Medical Imaging Inc.
submitted an application under Rule 24b-2 requesting an extension
of previous grants of confidential treatment for information it
excluded from the Exhibits to Forms 10-Q filed on May 15, 2012, as
amended, and August 14, 2012.
Based on representations by Lantheus Holdings Inc. and Lantheus
Medical Imaging Inc. that this information qualifies as
confidential commercial or financial information under the Freedom
of Information Act, 5 U.S.C. 552(b)(4), the Division of Corporation
Finance has determined not to publicly disclose it.
A full-text copy of the order is available for free at
https://is.gd/WLz3nJ
About Lantheus Medical
Lantheus Medical Imaging, Inc., a wholly-owned operating subsidiary
of parent company, Lantheus MI Intermediate, Inc., is a global
leader in developing, manufacturing, selling and distributing
innovative diagnostic imaging agents. LMI provides a broad
portfolio of products, which are primarily used for the
diagnosis of cardiovascular diseases. LMI's key products include
the echocardiography contrast agent DEFINITY(R) Vial for
(Perflutren Lipid Microsphere) Injectable Suspension; TechneLite(R)
(Technetium Tc99m Generator), a technetium-based generator that
provides the essential medical isotope used in
nuclear medicine procedures; and Xenon (Xenon Xe 133 Gas), an
inhaled radiopharmaceutical imaging agent used to evaluate
pulmonary function and for imaging the lungs.
* * *
As reported in the March 24, 2017 edition of the TCR, S&P Global
Ratings affirmed its 'B' corporate credit ratings on Lantheus
Holdings Inc. and revised the outlook to positive from stable.
At the same time, S&P assigned its 'B' issue-level rating to
Lantheus' proposed senior secured credit facility, which consists
of a $75 million cash flow revolver and up to $275 million term
loan B. The recovery rating on this debt is '3', indicating
expectations of meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of a payment default.
"Our positive rating outlook on Lantheus is based on our
expectation that it will be able to sustain its recent higher
operating performance and continue to steadily improve its
financial metrics over the next 12 months, despite increased
domestic competition and ongoing pricing pressures," said S&P
Global Ratings credit analyst Adam Dibe. However, the company has
a narrow business focus, high product and geographic
concentration,
and is relatively small, all of which makes it susceptible to
customer pricing demands. Lantheus also has a limited product
pipeline and DEFINITY, its top-selling echocardiography product,
may soon face generic competition. For these reasons, S&P
continues to assess business risk as vulnerable.
LEGEND OIL: Is Puzzled That Stock Price Remains 'Volatile'
----------------------------------------------------------
Legend Oil and Gas, Ltd. said in a regulatory filing with the
Securities and Exchange Commission that unusual market activity,
including volatile price and volume movements took place on April
5, 2017, in the Company's common stock. The Company has made
inquiries to determine whether rumors or other conditions requiring
corrective action exist. After this review, the unusual market
action remains unexplained. According to the Company, there has
been no material development in its business and affairs not
previously disclosed or, to its knowledge, any other reason to
account for the unusual market action.
About Legend Oil
Alpharetta, Ga.-based Legend Oil and Gas, Ltd., is a crude oil
hauling and trucking company. The Company has principal operations
in the Bakken region of North Dakota. The Company's segments
include Corporate, Trucking and Services. The Company holds
interests in Black Diamond Energy Holdings, LLC (Maxxon). Maxxon
is a trucking and oil and gas services company that operates in
North Dakota. The Company performs hauling services for
institutional drilling and exploration companies, as well as crude
oil marketers.
Legend Oil reported a net loss of $14.98 million in 2015 following
a net loss of $2.35 million in 2014.
As of Sept. 30, 2016, Legend Oil had $4.75 million in total assets,
$9.27 million in total liabilities and a total stockholders'
deficit of $4.52 million.
GBH CPAs, PC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that Legend Oil and Gas Ltd. has
suffered recurring losses from operations and has a net working
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.
LEO AUTO BROKER: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Leo Auto Broker Inc. as of
April 3, according to a court docket.
About Leo Auto Broker
Leo Auto Broker, Inc., owns and operates a car dealership located
at 7372 Tara Boulevard, Jonesboro, GA. Leo Auto Broker filed a
Chapter 11 petition (Bankr. N.D. Ga. Case No. 17-52777) on Feb.
13,
2017. The case is assigned to Judge C. Ray Mullins. At the time
of the filing, the Debtor estimated assets of less than $1 million
and liabilities of less than $500,000. The Debtor is represented
by James R. Jones, Esq., at Macey, Wilensky & Hennings, LLC.
LILY ROBOTICS: Creditors Panel Hires Lowenstein Sandler as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Lily Robotics,
Inc., seeks authorization from the U.S. Bankruptcy Court for the
District of Delaware to retain Lowenstein Sandler LLP as counsel
for the Committee, nunc pro tunc to March 23, 2017.
The Committee requires Lowenstein Sandler to:
a. advise the Committee with respect to its rights, duties,
and powers in this Chapter 11 Case;
b. assist and advise the Committee in its consultations with
the Debtor relative to the administration of this Chapter 11 Case;
c. assist the Committee in analyzing the claims of the
Debtor's creditors and the Debtor's capital structure and in
negotiating with holders of claims and equity interests and the
Debtor's proposed financing;
d. assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the Debtor
and of the operation of the Debtor's business;
e. assist the Committee in its investigation of the liens and
claims of the holders of the Debtor's pre-petition debt and the
prosecution of any claims or causes of action revealed by such
investigation;
f. assist the Committee in its analysis of, and negotiations
with, the Debtor or any third party concerning matters related to,
among other things, financing and use of cash collateral, the
assumption or rejection of certain leases of nonresidential real
property and executory contracts, asset dispositions, sale of
assets, financing of other transactions and the terms of one or
more plans of reorganization for the Debtor and accompanying
disclosure statements and related plan documents;
g. assist and advise the Committee as to its communications
to unsecured creditors regarding significant matters in this
Chapter 11 Case;
h. represent the Committee at hearings and other
proceedings;
i. review and analyze applications, orders, statements of
operations, and schedules filed with the Court and advise the
Committee as to their propriety;
j. assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the Committee's
interests and objectives in this Chapter 11 Case, including without
limitation, the preparation of retention papers and fee
applications for the Committee's professionals, including
Lowenstein Sandler;
k. prepare, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda, complaints,
adversary complaints, objections, or comments in connection with
any of the foregoing; and
l. perform such other legal services as may be required or
are otherwise deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set forth in
the Bankruptcy Code, Bankruptcy Rules, or other applicable law.
Lowenstein Sandler will be paid at these hourly rates:
Partners $575-$1,150
Senior Counsel and Counsel $405-$700
Attorneys $400-$850
Associates $300-$575
Paralegals and Assistants $115-$300
Lowenstein Sandler will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Bruce Buechler, Esq., partner of the law firm of Lowenstein Sandler
LLP, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtor and its
estates
By separate application, the Committee is also seeking approval to
employ Richards, Layton & Finger, P.A. to serve as its Delaware and
conflicts counsel in this case. To the extent Lowenstein Sandler is
unable to represent the Committee due to a conflict, Richards
Layton will represent the Committee.
Lowenstein Sandler can be reached at:
Bruce Buechler, Esq.
Lowenstein Sandler LLP
65 Livingston Avenue
Roseland, NJ 07068
Tel: (973) 597 2308
Fax: (973) 597 2309
E-mail: bbuechler@lowenstein.com
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. Prime Clerk LLC serves as the Debtor's claims
and noticing agent.
LIMITED STORES: Panel OK'd Not to Share Confidential Information
----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has entered an order determining that the
Official Committee of Unsecured Creditors of Limited Stores
Company, LLC, et al., is not required to provide access to
confidential information or privileged information of the Debtors.
A copy of the court order is available at:
http://bankrupt.com/misc/deb17-10124-331.pdf
Joyce Hanson, writing for Bankruptcy Law360, reports that Judge
Carey, to protect the value of the Debtor's estate during
bankruptcy, ruled that the unsecured creditors do not have to share
secret information to any creditor that is not an official
committee member.
About Limited Stores Company
Limited Stores Company, LLC, et al., comprise a multi-channel
retailing company operating under the name "The Limited," which
specializes in the sale of women's clothing.
Founded in 1963 as a single store, Limited Stores expanded over
the past five decades to become a household name throughout the
United States for women's apparel. At its peak, Limited Stores
operated approximately 750 retail brick and mortar store locations
in the United States as well as an e-commerce channel, which was
accessible through the Web site at http://www.TheLimited.com/
Limited Stores Company, LLC, Limited Stores, LLC, and The Limited
Stores GC, LLC, filed voluntary petitions under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10124) on Jan.
17, 2017, blaming, among other things, the shift of consumer
preference from shopping at brick and mortar stores to online
shopping. The petitions were signed by Timothy D. Boates,
authorized signatory.
Limited Stores Company estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities. The
Debtors tapped Klehr Harrison Harvey Branzburg LLP as counsel; and
Donlin, Recano & Company, Inc., as notice, claims and balloting
agent.
On Jan. 24, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Kelley Drye & Warren
LLP is the proposed counsel to the Official Committee of Unsecured
Creditors.
LINDLEY FIRE: Creditors' Panel Hires Marshack Hays as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Lindley Fire
Protection co., Inc., seeks authorization from the U.S. Bankruptcy
Court for the Central District of California to retain Marshack
Hays LLP as counsel for the Committee.
The Committee requires the Firm to:
a. advise the Committee with respect to its rights, powers,
duties and obligations as the official Committee of creditors
holding unsecured claims of the Debtor’s bankruptcy case;
b. prepare pleadings, applications and conducting examinations
incidental to administration of this case and to protect the
interests of the unsecured creditors of this Estate;
c. advise and represent the Committee in its connection with
all applications, motions or complaints filed during the course of
the administration of this case;
d. develop the relationship of the Committee with the Debtor
in this bankruptcy proceeding;
e. advise and assist the Committee in presentation with
respect to any plan of reorganization proposed by the Debtor, the
Committee, or other entity;
f. take other action and performing such other services as the
Committee may require of the Firm in connection with this Chapter
11 case.
The Firm's lawyers and professionals who will work on the Debtor's
case and their hourly rates are:
Richard A. Marshack, Partners $595
D. Edward Hays Matthew, Partners $580
W. Grimshaw, Partners $450
Kristine A. Thagard, Of Counsel $460
Judith E. Marshack, Associates $370
Sarah Cate Hays, Associates $395
Chad V . Haes, Associates $370
David A. Wood, Associates $360
Laila Masud, Associates $300
Pamela Kraus, Paralegals $250
Chanel Mendoza, Paralegals $190
Layla Buchanan, Paralegals $190
Cynthia Bastida, Paralegals $190
Laurie McPherson, Paralegals $150
The Firm requests payment of $10,000 from the Estate on a monthly
basis towards the Firm's fees and costs.
Richard A. Marshack, Esq., partner of the law firm of Marshack Hays
LLP, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code, and
does not represent any interest adverse to the Debtor and its
estates.
The Firm can be reached at:
Richard A. Marshack, Esq.
Davi Wood, Esq.
Marshack Hays LLP
870 Roosevelt
Irvine, CA 92620
Telephone: (949) 333-7777
Facsimile: (949) 333-7778
E-mail: rmarshack@marshackhays.com
dwood@marshackhays.com
About Lindley Fire Protection Co.
Established in 1986 in Anaheim, California, Lindley Fire Protection
Co., Inc. -- www.lindleyfire.com -- provides fire protection
services and contracts with large industrial warehouses and
facilities.
Lindley Fire Protection performs construction services worldwide
and its personnel have performed work in various locations such as
Western Somoa, Puerto Rico, Texas, Illinois, Nevada, Colorado,
Utah, Montana, Idaho and Mexico.
Lindley Fire Protection sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-10929) on March 12,
2017. The petition was signed by Leslie L. Lindley, II, president.
The case is assigned to Judge Catherine E. Bauer.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
MARINA BIOTECH: Signs $500,000 Line of Credit with Autotelic
------------------------------------------------------------
Marina Biotech, Inc., entered into a line letter with Autotelic
Inc. on April 4, 2017, pursuant to which Autotelic offered to the
Company an unsecured line of credit in an amount not to exceed
$500,000, to be used for current operating expenses of the Company.
Autotelic will consider requests for advances under the Line
Letter until Sept. 1, 2017. Autotelic will have the right at any
time for any reason in its sole and absolute discretion to
terminate the line of credit available under the Line Letter or to
reduce the maximum amount available thereunder without notice to
the Company or any other person; provided, that Autotelic agreed
that it will not demand the repayment of any advances that are made
to the Company under the Line Letter prior to the earlier of: (i)
Oct. 1, 2017; and (ii) the date on which (x) the Company makes a
general assignment for the benefit of its creditors, (y) the
Company applies for or consents to the appointment of a receiver, a
custodian, a trustee or liquidator of all or a substantial part of
its assets or (z) the Company ceases operations. Advances made
under the Line Letter shall bear interest at the rate of 5% per
annum, will be evidenced by the Demand Promissory Note issued by
the Company to Autotelic, and shall be due and payable upon demand
by Autotelic.
Autotelic is a stockholder of the Company, and an entity of which
Dr. Trieu, the Chairman of the Board of Directors of the Company,
serves as Chairman of the Board. Previously on Nov. 15, 2016, the
Company entered into a Line Letter with Dr. Trieu, pursuant to
which Dr. Trieu offered to the Company an unsecured line of credit
in an amount not to exceed $540,000.
About Marina Biotech
Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation. The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients. The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.
On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated. As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary. As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.
Marina Biotech reported a net loss of $837,143 on $0 of revenue for
the year ended Dec. 31, 2016, compared with a net loss of $1.11
million on $0 of revenue for the year ended Dec. 31, 2015.
As of Dec. 31, 2016, Marina Biotech had $6.18 million in total
assets, $2.96 million in total liabilities and $3.21 million in
total stockholders' equity.
Squar Milner LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has suffered
recurring losses and negative cash flows from operations and has
had recurring negative working capital. This raises substantial
doubt about the Company's ability to continue as a going concern.
MARRONE BIO: Delays Filing of Fiscal 2016 Form 10-K
---------------------------------------------------
Marrone Bio Innovations, Inc., filed Form 12b-25 because its Annual
Report on Form 10-K for the fiscal year ended Dec. 31, 2016 was
filed after the 5:30 p.m. Eastern Time deadline on March 31, 2017,
due to coordination and review of final changes to the Form 10-K.
The Form 10-K consequently received a filing date of April 3,
2017.
The anticipated changes in results of operations for the year ended
December 31, 2016 compared to the year ended Dec. 31, 2015 are
described in the Company's press release announcing its results of
operations for the year ended Dec. 31, 2016, a copy of which is
furnished as Exhibit 99.1 to the Company's Current Report on Form
8-K dated March 31, 2017.
About Marrone Bio
Marrone Bio makes bio-based pest management and plant health
products. Bio-based products are comprised of naturally occurring
microorganisms, such as bacteria and fungi, and plant extracts.
The Company's current products target the major markets that use
conventional chemical pesticides, including certain agricultural
and water markets, where the Company's bio-based products are used
as alternatives for, or mixed with, conventional chemical products.
The Company also targets new markets for which (i) there are no
available conventional chemical pesticides or (ii) the use of
conventional chemical pesticides may not be desirable or
permissible either because of health and environmental concerns
(including for organically certified crops) or because the
development of pest resistance has reduced the efficacy of
conventional chemical pesticides. All of the Company's current
products are approved by the United States Environmental Protection
Agency and registered as "biopesticides."
The Company reported a net loss of $43.7 million in 2015, a net
loss of $51.7 million in 2014, and a net loss of $31.2 million in
2013.
As of Sept. 30, 2016, Marrone Bio had $50.24 million in total
assets, $73.47 million in total liabilities and a total
stockholders' deficit of $23.23 million.
Ernst & Young LLP, in Sacramento, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has incurred
losses since inception, has a net capital deficiency, and has
restrictive debt covenants that raise substantial doubt about its
ability to continue as a going concern.
MARRONE BIO: Reports $31 Million Net Loss for 2016
--------------------------------------------------
Marrone Bio Innovations, Inc. filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing a net
loss of $31 million on $14 million total revenue for the year ended
Dec. 31, 2016, compared with a net loss of $43.7 million on 9.8
million total revenue for the year ended Dec. 31, 2015.
As of Dec. 31, 2016, the Company had $46 million total assets,
$76.2 total liabilities, and a $30.2 million total stockholders'
deficit.
The Company is an early stage company with a limited operating
history and has a limited number of commercialized products. As of
Dec. 31, 2016, the Company had an accumulated deficit of
$234,647,000, has incurred significant losses since inception and
expects to continue to incur losses for the foreseeable future.
Until the completion of the IPO in August 2013, the Company had
funded operations primarily with net proceeds from the private
placements of convertible preferred stock, convertible notes,
promissory notes and term loans, as well as with the proceeds from
the sale of its products and payments under strategic collaboration
and distribution agreements and government grants. The Company will
need to generate significant revenue growth to achieve and maintain
profitability. As of Dec. 31, 2016, the Company had working
capital of $11,626,000, including cash and cash equivalents of
$9,609,000. In addition, as of Dec. 31, 2016, the Company had debt
and debt due to related parties of $21,335,000 and $36,667,000,
respectively, for which the underlying debt agreements contain
various financial and non-financial covenants, as well as certain
material adverse change clauses. In addition, as of Dec. 31, 2016,
the Company had a total of $3,004,000 of restricted cash relating
to these debt agreements.
Ernst & Young LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
It said, "the Company has incurred negative cash flow from
operations and recurring net losses. These conditions, among
others, raise substantial doubt about its ability to continue as a
going concern."
A full-text copy of Form 10-k is available for free at:
https://is.gd/ruEyO9
About Marrone Bio
Marrone Bio makes bio-based pest management and plant health
products. Bio-based products are comprised of naturally occurring
microorganisms, such as bacteria and fungi, and plant extracts. The
Company's current products target the major markets that use
conventional chemical pesticides, including certain agricultural
and water markets, where the Company's bio-based products are used
as alternatives for, or mixed with, conventional chemical products.
The Company also targets new markets for which (i) there are no
available conventional chemical pesticides or (ii) the use of
conventional chemical pesticides may not be desirable or
permissible either because of health and environmental concerns
(including for organically certified crops) or because the
development of pest resistance has reduced the efficacy of
conventional chemical pesticides. All of the Company's current
products are approved by the United States Environmental Protection
Agency and registered as "biopesticides."
The Company reported a net loss of $43.7 million in 2015, a net
loss of $51.7 million in 2014, and a net loss of $31.2 million in
2013.
As of Sept. 30, 2016, Marrone Bio had $50.24 million in total
assets, $73.47 million in total liabilities and a total
stockholders' deficit of $23.23 million.
Ernst & Young LLP, in Sacramento, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has incurred
losses since inception, has a net capital deficiency, and has
restrictive debt covenants that raise substantial doubt about its
ability to continue as a going concern.
MCK MILLENNIUM: Hires Colliers International as Real Estate Broker
------------------------------------------------------------------
MCK Millennium Centre Retail LLC seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Colliers Bennett & Kahnweiler LLC dba Colliers International as
real estate broker.
The Debtor's primary asset consists of commercial property located
at 33 W. Ontario, Chicago, Illinois (the "Real Estate"). The Debtor
seeks to sell the Real Estate for the benefit of the bankruptcy
estate.
The Debtor requires Colliers International to market the Real
Estate most effectively, and to liquidate the property for the best
and highest price.
The Debtor proposes to pay a commission of 1.25% of the gross sale
price, with an incentive of an additional 0.25% if the selling
price exceeds $21,000,000.
Peter Block for Colliers Bennett & Kahnweiler LLC dba Colliers
International, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Colliers International may be reached at:
Peter Block
Colliers Bennett & Kahnweiler LLC dba Colliers International
6250 North River Road, Suite 11-100
Rosemont, IL 60018
Tel: +1 847-384-2840
Mobile: +1 312-343-1800
About MCK Millennium Centre Retail
MCK Millennium Centre Realty, LLC, filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 16-06369) on Feb. 25, 2016, and
disclosed $16.2 million in assets and $9.50 million in liabilities
as of the Petition Date.
Jonathan D. Golding, Esq., and Richard N. Golding, Esq., at The
Golding Law Offices, P.C., are serving as bankruptcy counsel. The
Debtor hired Kraft Law Office as its special real estate counsel.
Leslie A. Bayles, Esq., and Donald A. Cole, Esq., at Bryan Cave
LLP, are representing lender MLMT 2005 MKB2 Millennium CentreRetail
LLC.
MERRIMACK PHARMACEUTICALS: Appoints Yasir Al-Wakeel as PAO
----------------------------------------------------------
The Board of Directors of Merrimack Pharmaceuticals, Inc. appointed
Yasir B. Al-Wakeel, the Company's chief financial officer and head
of corporate development, to also be principal accounting officer
and treasurer. Dr. Al-Wakeel, age 35, has served as the Company's
chief financial officer and head of corporate development since
August 2015. Dr. Al-Wakeel previously served in various capacities
at Credit Suisse, an investment banking firm, from January 2008 to
June 2015. While at Credit Suisse, Dr. Al-Wakeel was most recently
a director of Healthcare Investment Banking focused on
biotechnology and, prior to that role, he was an equity research
analyst covering the biotechnology and specialty pharmaceuticals
sectors. Before joining Credit Suisse, Dr. Al-Wakeel was a
practicing physician, holding both clinical and academic medical
posts. Dr. Al-Wakeel holds a BM BCh (Doctor of Medicine) from
Oxford University, an M.A. in theology from Cambridge University
and a B.A. from Cambridge University. William A. Sullivan
previously served as the Company's principal accounting officer and
treasurer.
2016 Cash Bonus Awards
On March 30, 2017, the Organization and Compensation Committee of
the Board approved 2016 annual cash bonus awards for the Company's
named executive officers pursuant to the Company's annual cash
bonus program, as set forth below:
2016 Actual
2016 Actual Cash Bonus as
Name Base Salary Bonus % of Salary
---- ----------- ----------- -----------
Yasir B. Al-Wakeel $370,000 $129,500 35%
Chief Financial Officer
and Head of Corporate
Development
Peter N. Laivins $333,704 $116,796 35%
Head of Development
William M. McClements $386,237 $135,183 35%
Head of Corporate Operations
Edward J. Stewart $360,281 $126,098 35%
Head of Commercial
William A. Sullivan $321,273 $112,446 $35%
Principal Accounting
Officer and Treasurer
Separation Agreements
On April 3, 2017, the Company entered into a Separation and Release
of Claims Agreement with each of Peter N. Laivins, William M.
McClements and Edward J. Stewart. Pursuant to the Separation
Agreements, in connection with each such individual resigning from
his respective positions with the Company as of April 3, 2017, the
Company agreed to:
* commencing on the first regularly scheduled payroll date
following June 2, 2017, continue paying such individual's
annual base salary for a period of 12 months, as set forth
below:
Name Base Salary
---- -----------
Peter N. Laivins $333,704
William M. McClements $386,237
Edward J. Stewart $360,281
* continue paying the share of the premium for such
individual's health and dental insurance through the end of
the Severance Period that it currently pays on behalf of
active and similarly situated employees who receive the same
type of coverage and/or to otherwise continue to provide to
such individual during the Severance Period all Company
employee benefit plans and arrangements available to the
Company's senior management employees; and
* on June 2, 2017, pay such individual a pro-rated 2017 bonus,
as set forth below:
Name Pro-Rated Bonus
---- ---------------
Peter N. Laivins $27,395
William M. McClements $33,035
Edward J. Stewart $30,211
The Separation Agreements also include a release of claims by each
such individual against the Company.
2017 Base Salary
On March 30, 2017, the Committee approved an increase of Yasir B.
Al-Wakeel's base salary to $407,000, retroactive to Jan. 1, 2017.
Retention Bonus
On March 30, 2017, the Committee approved payment of a retention
bonus of $350,000 to Yasir B. Al-Wakeel, contingent upon the
closing of the asset sale, provided that (i) if Dr. Al-Wakeel
terminates his employment with the Company on or before Dec. 31,
2017, without Good Reason or the Company terminates Dr. Al-Wakeel's
employment on or before Dec. 31, 2017, for Cause, Dr. Al-Wakeel
will be required to repay two-thirds of such amount, minus any
applicable taxes and withholding that Dr. Al-Wakeel was required to
pay with respect to such amount, within 60 days after his
termination, and (ii) if Dr. Al-Wakeel terminates his employment
with the Company on or after Jan. 1, 2018, but on or before June
30, 2018, without Good Reason or the Company terminates Dr.
Al-Wakeel's employment on or after Jan. 1, 2018, but on or before
June 30, 2018, for Cause, Dr. Al-Wakeel will be required to repay
one-third of such amount, minus any applicable taxes and
withholding that Dr. Al-Wakeel was required to pay with respect to
such amount, within 60 days after his termination. Dr. Al-Wakeel
will not be required to repay any portion of the retention bonus if
he terminates his employment with the Company at any time for Good
Reason or if the Company terminates his employment at any time
without Cause.
About Merrimack
Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics. The Company's
initial focus is in the field of oncology. The Company has five
programs in clinical development. In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.
Merrimack reported a net loss of $153.51 million on $144.27 million
of total revenues for the year ended Dec. 31, 2016, compared to a
net loss of $147.78 million on $89.25 million of total revenues for
the year ended Dec. 31, 2015. As of Dec. 31, 2016, Merrimack had
$81.48 million in total assets, $334.14 million in total
liabilities and a total stockholders' deficit of $251.12 million.
MESOBLAST LTD: Initiates Interim Analysis for Phase 3 CHF Trial
---------------------------------------------------------------
On March 31, 2017, Mesoblast Limited filed with the Australian
Securities Exchange a new release announcement.
Mesoblast Limited announced that the Independent Data Monitoring
Committee (IDMC) for the ongoing Phase 3 trial in chronic heart
failure (CHF) has initiated the process for the pre-specified
interim futility analysis of the trial's efficacy endpoint.
The interim analysis dataset has been locked and will be analyzed
and reviewed by the trial's independent statisticians. Throughout
this review process, Mesoblast will remain blinded to individual
treatment allocation as well as grouped safety and efficacy data.
The dataset for the interim analysis includes non-fatal and
terminal cardiac events from the first 270 of the anticipated 600
patients to be included in this ongoing trial. The IDMC will review
and interpret the results of the interim analysis and provide
recommendations shortly.
The trial's efficacy endpoint is a comparison of recurrent heart
failure-related major adverse cardiac events (HF-MACE) in moderate
to advanced CHF patients receiving either MPC-150-IM by catheter
injection into the damaged left ventricular heart muscle or sham
control. Enrollment in the 1:1 randomized Phase 3 trial is ongoing
across multiple study sites in the United States and Canada.
MPC-150-IM is Mesoblast's lead allogeneic, cell-based product
candidate for the treatment of moderate to advanced chronic heart
failure (CHF) due to left ventricular systolic dysfunction. In
2016, more than 15 million patients in the seven major global
pharmaceutical markets are estimated to have been diagnosed with
CHF.1 Prevalence is expected to grow 46% by 2030 in the United
States alone, affecting more than 8 million Americans.
Mesoblast's Phase 3 trial in CHF is a multicenter, double-blind,
randomized, scripted sham procedure-controlled, parallel-group
study to evaluate the efficacy and safety of MPC-150-IM cell
therapy (human bone marrow-derived adult allogeneic mesenchymal
precursor cells) in patients with moderate to advanced CHF due to
left ventricular systolic dysfunction of either ischemic or
non-ischemic etiology who have received optimal medical and
coronary revascularization therapy.
A full-text copy of the regulatory filing is available for free at:
https://is.gd/1yrS8b
About Mesoblast Ltd.
Melbourne, Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO)
develops cell-based medicines. The Company has leveraged its
proprietary technology platform, which is based on specialized
cells known as mesenchymal lineage adult stem cells, to establish a
broad portfolio of late-stage product candidates.
Mesoblast's allogeneic, 'off-the-shelf' cell product candidates
target advanced stages of diseases with high, unmet medical needs
including cardiovascular diseases, immune-mediated and inflammatory
disorders, orthopedic disorders, and oncologic/hematologic
conditions.
As of Dec. 31, 2016, Mesoblast had $660.88 million in total assets,
$150.36 million in total liabilities and $510.51 million in total
equity.
Mesoblast reported a loss before income tax of $90.82 million for
the year ended June 30, 2016, compared to a loss before income tax
of $96.24 million for the year ended June 30, 2015.
PricewaterhouseCoopers, in Melbourne, Australia, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2016, citing that the Company has
suffered recurring losses from operations that raise substantial
doubt about its ability to continue as a going concern.
MICHAEL BAKER: Moody's Revises Outlook to Pos. & Affirms B3 CFR
---------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of Michael
Baker Holdings LLC to positive from stable and affirmed the
Corporate Family Rating of B3. The Caa2 rating on Michael Baker's
$150 million notes due 2019 has also been affirmed. Concurrently, a
B2 rating has been assigned to a planned $450 million 7-year senior
secured term loan of Michael Baker International, LLC. Proceeds of
the term loan will redeem MBI's existing $350 million notes due
2018, repay revolver borrowing and other miscellaneous borrowings.
RATINGS RATIONALE
The change in rating outlook to positive reflects the margin
improvement within the business that should continue within the
strengthening demand environment. In 2016, the company's EBITDA
margin grew by 55 bps to 9.5% on 7% revenue growth, evidence that
operational initiatives to integrate and streamline the numerous
businesses MBH acquired over the last several years are progressing
well. Moody's believes that EBITDA margin may expand by another 50
bps over the next 12-18 months. While last year's noteworthy
revenue growth rate stemmed largely from a single project and will
likely not recur, anticipated low single digit percentage growth in
US defense outlays over the next few years and construction
projects that could follow a US infrastructure spending program
favor business development prospects.
After three years of breakeven free cash flow, the potential for
stronger free cash flow generation in 2017 also increases the
likelihood of a CFR upgrade. Definitization of the Balad, Iraq
airfield construction contract occurred in early 2017. Progress
toward definitization of the (significantly larger) Balad base
operations contract has been reported by MBH. When definitization
of the Balad base operations contract occurs, the company's
receivables days sales outstanding ratio should soon after improve
significantly. The partial balance sheet recapitalization underway
should also lower the annual cash interest burden by about $9
million.
The B3 CFR reflects MBH's broad qualifications for engineering,
construction, and intelligence community support services, in
developing regions and within the U.S. (federal, state and local).
These attributes qualify MBH for large contract opportunities. The
company's Worldwide Protective Services II contract award from the
US Department of State in 2016, (a multi-award, Indefinite Delivery
/ Indefinite Quantity (IDIQ) vehicle under which the company must
win task orders to derive revenue) was reflective of MBH's service
capability breadth. Steady backlog of late (excluding the Balad
contract run-off) suggests revenue stability within the core
business. While a modest free cash flow-based leverage metric is
typical for defense services issuers rated at B3, the company's
income-based leverage metrics are relatively stronger-- debt/EBITDA
mid-5x pro forma for the pending transaction.
Beyond low free cash flow generation, the pending financial
transaction will only partially recapitalize the corporate family's
debts, which also constrains the rating. The planned $450 million
7-year term loan of MBI due 2024 features a maturity acceleration
provision whereby maturity is advanced to January 2019 should MBH's
$150 million PIK notes due April 2019 (accreted value $164.8
million, 12/31/16) continue outstanding by January 2019. However,
the term loan's provisions will permit MBI to upstream cash to MBH,
such as from Balad contract definitization proceeds and other
sources, which partially mitigates the 2019 maturity risk.
Moreover, full borrowing availability expected under the planned
(unrated) $125 million, five year asset-based revolver of MBI
should well cover operational liquidity needs.
Upward rating momentum would depend on minimally steady backlog and
income generation with free cash flow to debt approaching 10%. An
expectation of sustained liquidity profile adequacy, including
repayment of the MBH 2019 note maturity, would also be necessary
for a rating upgrade.
Downward rating pressure would mount with negative contract
developments, a continuation of soft free cash flow or a weak
liquidity profile.
The following rating actions were taken:
Assignments:
Issuer: Michael Baker International, LLC
-- Senior Secured Bank Credit Facility, Assigned B2 (LGD 3)
Outlook Actions:
Issuer: Michael Baker Holdings LLC
-- Outlook, Changed To Positive From Stable
Issuer: Michael Baker International, LLC
-- Outlook, Changed To Positive From Stable
Affirmations:
Issuer: Michael Baker Holdings LLC
-- Probability of Default Rating, Affirmed B3-PD
-- Corporate Family Rating, Affirmed B3
-- Senior Unsecured Regular Bond/Debenture, Affirmed Caa2 (LGD 6)
Michael Baker Holdings, LLC, through its Michael Baker
International, LLC subsidiary, is a global leader in engineering,
planning, consulting and professional services, offering a full
continuum of engineering, consulting, base operations, security
management, systems integration, intelligence operations support
and analysis, and information technology solutions. Revenues for
2016 were $1.4 billion. The Company is majority-owned by DC Capital
Partners, LLC.
The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 2014.
MICHAEL BAKER: S&P Affirms 'B+' CCR; Outlook Stable
---------------------------------------------------
S&P Global Ratings said that it has affirmed its 'B+' corporate
credit rating on Pittsburgh-based Michael Baker International LLC.
The outlook is stable.
At the same time, S&P assigned its 'B+' issue-level rating and '3'
recovery rating to the company's proposed $450 million term loan B.
The '3' recovery rating indicates S&P's expectation for meaningful
recovery (50%-70%; rounded estimate: 50%) in the event of a payment
default.
S&P's 'B-' issue-level rating and '6' recovery rating on the
company's 8.875% payment-in-kind (PIK)/toggle notes due 2019
(issued by parent company Michael Baker Holdings LLC) remain
unchanged. The '6' recovery rating indicates S&P's expectation for
negligible (0%-10%; recovery estimate: 0%) recovery in the event of
a payment default.
Michael Baker International plans to use the proceeds from the
proposed term loan B, along with $5 million in cash from its
balance sheet and $8 million of borrowings under the proposed ABL,
to refinance its existing $140 million ABL revolver due 2018, its
$350 million 8.25% senior secured notes due 2018, $8 million of PMC
subordinated notes due 2018, and $4 million of debt and preferred
equity from its holding company.
S&P plans to withdraw its issue-level and recovery ratings on the
company's existing rated debt after it is repaid.
"The affirmation reflects our belief that Michael Baker
International's proposed refinancing will not have a material
impact on the company's overall credit ratios," said S&P Global
credit analyst Christina Mcgovern. The transaction will add just
under $30 million of incremental debt to the company's capital
structure and--on a pro forma basis--its adjusted leverage should
increase to the mid-5.0x area from 5.1x as of Dec. 31, 2016, which
still falls within S&P's expectations for the current rating.
Therefore, S&P expects Michael Baker International's leverage to
remain above 5x over the forecast period.
The stable outlook on Michael Baker International reflects S&P's
belief that, despite the ramp-down of activity on its Balad
construction contract, the company will continue to increase its
revenue given its sizable backlog and the ongoing activity under
its Balad base support contract through 2017 (with option years
through January 2019 and a potential extension or recompete
thereafter). Therefore, S&P believes that the company will
maintain stable margins and leverage in the mid 5x area.
S&P could lower its ratings on Michael Baker International over the
next 12 months if the company's adjusted debt-to-EBITDA increases
above 6x on a sustained basis. This could occur if the company
encounters increased competition that causes it to lose major
contracts, which would lead its operating performance to become
meaningfully weaker. Additionally, S&P could lower its ratings on
the company if it demonstrates more aggressive financial
policies--including debt-financed acquisitions--that lead it to
maintain the same elevated level of leverage.
Alternatively, S&P could lower its ratings on the company if its
free cash flow generation becomes negative, though S&P do not
anticipates that this will occur.
S&P considers an upgrade unlikely over the next 12 months given its
belief that Michael Baker International's financial policies will
remain aggressive over the medium-term under its financial sponsor.
However, S&P could raise its ratings on the company if S&P come to
believe that it is committed to maintaining a FOCF-to-debt ratio of
greater than 5%, it demonstrates sustained debt reduction (with
leverage approaching 4x), and S&P expects that the risk of it
increasing its leverage above 5x adjusted debt-to-EBITDA is low.
MIDCONTINENT EXPRESS: Moody's Affirms Ba2 CFR; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service affirmed Midcontinent Express Pipeline
LLC's (MEP) Ba2 Corporate Family Rating (CFR) and Ba2 senior
unsecured notes rating. The Probability of Default Rating (PDR) was
changed to Ba2-PD from Ba1-PD. The rating outlook remains
negative.
"The affirmation of the Ba2 CFR reflects improving market
conditions and counterparty risk," said Terry Marshall, Moody's
Senior Vice President. "However, the negative outlook considers the
2019 maturities of MEP's remaining debt and most of its contracts
and Moody's expectation that the rates for any new contracts will
be at lower rates than the maturing contracts."
Issuer: Midcontinent Express Pipeline LLC
Downgrades:
-- Probability of Default Rating, Downgraded to Ba2-PD from
Ba1-PD
Affirmations:
-- Corporate Family Rating, Affirmed Ba2
-- $450M Senior Unsecured Notes, Affirmed Ba2
RATING RATIONALE
MEP's Ba2 CFR reflects recontracting risk as most of its contracts
roll off in 2019 when its $450 million of debt matures, weak
financial metrics and significant contractual exposure to weak
counterparties. MEP has 72% of its capacity under firm contracts,
of which approximately 33% is contracted with a Caa1 rated E&P
shipper, Chesapeake Energy Corporation (Chesapeake, Caa1 positive).
The rating also considers the company's full payout of its cash
flow to its owners, Kinder Morgan Inc. (KMI, Baa3 stable) and
Energy Transfer Partners, L.P. (ETP, Baa3 negative), which means
that MEP is not building liquidity to repay its 2019 debt maturity.
However, in 2014, KMI and ETP supported MEP by investing
substantial equity to fund MEP's $350 million debt maturity.
Cash flow is expected to remain stable through 2018 due to the take
or pay nature of the contracts, but is expected to decline steeply
in 2019 and 2020 when most of the current contracts roll off,
absent contract renewals and new contract counterparties. In
addition to increased demand from SCOOP and STACK development,
incremental power demand in the Southeast and Gulf Coast LNG
projects could increase demand for natural gas in areas serviced by
MEP.
MEP has adequate liquidity through 2017. At December 31, 2016 MEP
had $27 million of cash, no revolving credit facility and no
financial covenants. MEP has a $40 million intercompany working
capital line. Moody's do not include the working capital line in
Moody's liquidity assessment as it matures in February 2018.
Moody's expects that all of the cash flow after maintenance capital
(about $100 million in each of 2017 and 2018) will be distributed
to the equity holders leaving nothing available to repay the 2019
debt maturity. Secondary liquidity through asset sales is limited
given the pipeline is the only asset of the company, but the sale
of additional joint venture interests is possible.
The negative outlook reflects the pending debt and contract
maturities.
The rating could be downgraded if the credit quality of MEP's
counterparties deteriorates, if adjusted debt to EBITDA appears
likely to exceed 5x or if no progress is made in renewing existing
contracts or signing new contracts.
The rating could be upgraded if MEP's contract counterparty risk
and tenor improves while maintaining leverage below 4.0x on a
sustainable basis or if excess cash flow is used to build
meaningful liquidity to pay off the 2019 maturity.
Midcontinent Express LLC is a 50/50 joint venture between
subsidiaries of Kinder Morgan Inc. and Energy Transfer Partners,
L.P.. The pipeline originates near Bennington, Oklahoma, cuts
across northeast Texas, northern Louisiana, central Mississippi,
and terminates at Transco Station 85 near Butler, Alabama.
The principal methodology used in these ratings was Natural Gas
Pipelines published in November 2012.
MILLER MARINE: Hires Charles M. Wynn as Bankruptcy Attorney
-----------------------------------------------------------
Miller Marine Yacht Services, Inc., seeks authorization from the
U.S. Bankruptcy Court for the Northern District of Florida to
employ Charles M. Wynn Law Offices, PA as attorney.
The Debtor requires the Firm to:
a. give the Debtor legal advice with respect to its powers and
duties as a Debtor-in-Possession and with respect to the continued
operations of his business and the management of the Debtor's
property;
b. prepare on behalf of the Debtor as Debtor-in-Possession
necessary applications, answers, reports, and other legal papers;
c. prepare pleadings and applications and conduct examinations
incidental to the administration Debtor's estate;
d. take any and all necessary actions instant to the proper
preservation and administration of the estate;
e. assist the Debtor-in-Possession with the preparation and
filing of a Statement of Affairs, Schedules, List of Executory
Contracts and List of Income and Expenditures as are appropriate;
and
f. perform other legal services for the Debtor as
Debtor-in-Possession which may be necessary.
The Debtor has paid a non-refundable retainer in the sum of $15,000
to retain the services of Charles M. Wynn Law Offices, PA. Any fees
in excess of $15,000 will be billed to the Debtor and paid upon
application to the Court and Order entered thereon.
To the best of Debtor's knowledge, Charles M. Wynn Law Offices, PA,
has no connection with the Debtor's creditors, or any other party
in interest or its respective attorneys.
Charles M. Wynn can be reached at:
Charles M. Wynn, Esq.
Charles M. Wynn Law Offices, PA
Jenks Professional Center
949 Jenks Avenue
Panama City, FL 32401
Phone: 850-784-0132
Fax: 850-526-5210
About Miller Marine Yacht Services, Inc.
Miller Marine Yacht Services, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. N.D.Fla. Case No. 17-50113) on March 31, 2017.
The Hon. Karen K. Specie presides over the case. Charles M. Wynn
Law Offices, PA represents the Debtor as counsel.
The Debtor disclosed total assets of $3.3 million and total
liabilities of $2.03 million. The petition was signed by Willian M.
Miller, president.
MMDS OF NORTH CAROLINA: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: MMDS of North Carolina, Inc.
aka Advanced Portable Imaging, LLC
251 Dominion Drive, Suite 112
Morrisville, NC 27560
Case No.: 17-01749
Business Description: Health Care Business (as defined in 11
U.S.C. Section 101(27A))
Chapter 11 Petition Date: April 7, 2017
Court: United States Bankruptcy Court
Eastern District of North Carolina
(Raleigh Division)
Judge: Hon. David M. Warren
Debtor's Counsel: William P Janvier, Esq.
JANVIER LAW FIRM, PLLC
1101 Haynes Street, Suite 102
Raleigh, NC 27604
Tel: 919 582-2323
Fax: 866 809-2379
E-mail: bill@janvierlaw.com
- and -
Samantha Y. Moore, Esq.
JANVIER LAW FIRM, PLLC
1101 Haynes Street, Suite 102
Raleigh, NC 27604
Tel: 919 582-2323
Fax: 866 809-2379
E-mail: samantha@janvierlaw.com
Total Assets: $1.37 million
Total Liabilities: $2.80 million
The petition was signed by Lloyd Williams III, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nceb17-01749.pdf
NET ELEMENT: Reports 2016 Full Year Results
-------------------------------------------
On April 1, 2017, Net Element, Inc., a provider of global
multi-channel payment technology solutions and value-added
transactional services, reported financial results for the fiscal
year ended December 31, 2016 and provided an update on recent
strategic and operational initiatives.
2016 Full Year Results:
-- Total US Dollar volume processed globally in 2016 exceeded
$2.45 billion, an increase of 40% compared to $1.75 billion in
2015.
-- Total transactions processed for 2016 exceeded 187 million,
an increase of 16% compared to 161 million in 2015.
-- Revenues increased to $54.3 million, an increase of 35%
compared to $40.2 million in 2015.
-- United States accounted for 78% of the total revenue, while
international revenues were 22% of the total revenues.
The $14.0 million increase in revenues is primarily due to organic
revenue growth in North American Transaction Solutions. Online
Solutions also posted a strong year over year increase (PayOnline
acquired May 2015):
-- North American Transaction Solutions segment: Continued
organic growth of SMB merchants with emphasis on value-added
offerings. Revenues for this segment were $42.1 million, a 54%
increase over the prior year.
-- Online Solutions. Continued organic growth of international
merchants in this segment with expansion to international growth
markets. Revenues for this segment were $6.2 million, a 63%
increase over the prior year.
-- Mobile Solutions segment: Revenues for this segment were $6
million, a 34% decrease over the prior year. We continue to explore
financing options for this business as well as expansion to markets
that do not require us to advance capital to content providers
prior to getting paid from mobile network operators.
"I am pleased to say 2016 was a successful year for Net Element.
Our achievements provided growth, and positioned us for continued
success as we continue to expand our global transaction services in
the United States and select international markets," commented Oleg
Firer, CEO of Net Element.
A full-text copy of the regulatory filing is available at:
https://is.gd/48vOq1
About Net Element
Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites in
the film, auto racing and emerging music talent markets.
Net Element reported a net loss of $13.3 million on $40.2 million
of total revenues for the year ended Dec. 31, 2015, compared to a
net loss of $10.2 million on $21.4 million of total revenues for
the year ended Dec. 31, 2014. As of Sept. 30, 2016, Net Element
had $23.39 million in total assets, $16.82 million in total
liabilities and $6.56 million in total stockholders' equity.
Daszkal Bolton LLP, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has sustained
recurring losses from operations and has working capital and
accumulated deficits that raise substantial doubt about its ability
to continue as a going concern.
NEXT GROUP: Will File Form 10-K Within Extension Period
-------------------------------------------------------
Next Group Holdings, Inc. notified the U.S. Securities and Exchange
Commission that it could not complete the filing of its annual
report on Form 10-K for the year ended Dec. 31, 2016, due to a
delay in obtaining and compiling information required to be
included in the Company's Form 10-K, which delay could not be
eliminated by the Company without unreasonable effort and expense.
In accordance with Rule 12b-25 of the Securities Exchange Act of
1934, as amended, the Company will file its Form 10-K no later than
the fifth calendar day following the prescribed due date.
About Next Group Holdings
Next Group Holdings, Inc., formerly Pleasant Kids, Inc., through
its operating subsidiaries, is engaged in the business of using its
technology and certain licensed technology to provide mobile
banking, mobility and telecommunications solutions to underserved,
unbanked and emerging markets. Its subsidiaries are Meimoun and
Mammon, LLC (100% owned), Next Cala, Inc (94% owned). NxtGn, Inc.
(65% owned) and Next Mobile 360, Inc. (100% owned). Additionally,
Next Cala, Inc. has a 60% interest in NextGlocal, a joint venture
formed in May 2016.
Pleasant Kids reported a net loss of $1.82 million for the year
ended Sept. 30, 2015, following a net loss of $1.72 million for the
year ended Sept. 30, 2014.
As of Sept. 30, 2016, Next Group had $4.79 million in total assets,
$9.04 million in total liabilities, all current, a total
stockholders' deficit of $1.62 million, and $2.62 million in total
non-controlling interest in subsidiaries.
Anton & Chia, LLP, in Newport Beach, California, issued "going
concern" qualification on the consolidated financial statements for
the year Sept. 30, 2015, citing that the Company has a minimum cash
balance available for payment of ongoing operating expenses, has
experienced losses from operations since inception, and it does not
have a source of revenue sufficient to cover its operating costs.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
NOTIS GLOBAL: Delays Filing of Fiscal 2016 Form 10-K
----------------------------------------------------
Notis Global, Inc. filed with the Securities and Exchange
Commission a Form 12b-25 notifying the delay in the filing of its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2016.
Due to certain financial constraints under which the Company has
been operating, it has not yet concluded the preparation of its
financial statements for the fiscal year ended December 31, 2016,
such that its independent registered public accounting firm could
conclude its audit procedures as of the 90-day post-fiscal year end
filing date for the Company's Annual Report on Form 10-K. Further,
once the Company concludes the preparation of its annual financial
statements, it will require additional time for the preparation of
the related Management's Discussion and Analysis for inclusion in
the December 31, 2016 10-K.
About Notis Global
Headquartered in Los Angeles, Notis Global, Inc., provides
specialized services to the hemp and marijuana industry.
The Company enters into joint ventures and operating and management
agreements with its partners and conducts consulting services for
its clients. The Company also acts as a distributor of hemp
products processed by our contract partners. Furthermore, the
Company owns and manages real estate used by its contract partners
for cultivation centers and dispensaries.
As of June 30, 2016, Notis Global had $7.14 million in total
assets, $24.54 million in total liabilities and a total
stockholders' deficit of $17.39 million.
Notis Global reported a net loss of $50.44 million in 2015
following a net loss of $16.54 million in 2014.
Marcum LLP, in Los Angeles, CA, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has a significant
working capital deficit and an accumulated deficit as of Dec. 31,
2015, and has incurred a significant net loss and negative cash
flows from operations for the years ended Dec. 31, 2015, and 2014.
The foregoing matters raise substantial doubt about the Company's
ability to continue as a going concern.
NXT CAPITAL: Moody's Keeps B1 Term Loan Rating on Loan Upsize
-------------------------------------------------------------
Moody's Investors Service announced that NXT Capital, Inc.'s senior
secured term loan 'B' maintains a rating of B1 after NXT increased
the size of the loan to $375 million through a $75 million add-on
financing. The transaction does not affect NXT's B1 corporate
family rating and the outlook for NXT's ratings remains positive.
RATINGS RATIONALE
The B1 rating of NXT's senior secured Term Loan reflects the loan's
priority in NXT's capital structure, as well as the coverage
provided by a pledge of holding company assets including stock in
subsidiaries. The loan is guaranteed by certain subsidiaries and
governed by covenants including a maximum ratio of 4.5x debt to
equity.
Proceeds of the $75 million add-on will be used by NXT to fund a
distribution to shareholders. Moody's expects that this will
increase NXT's leverage (total debt to equity) to 3.1x on a pro
forma basis from 2.6x as of the end of December 2016. NXT's rating
incorporates Moody's expectation that leverage will eventually
increase to between 3.75x-4.0x as NXT grows its business.
NXT's B1 corporate family rating reflects its modest but
strengthening franchise positioning in US middle market and
commercial real estate lending, experienced management, solid asset
quality and profitability, adequate capital position and multiple
long-term funding sources. Credit concerns include NXT's reliance
on secured funding, modest alternate liquidity and competitive
disadvantages versus more established finance companies and
regional banks in the broader SME and CRE sectors.
The rating outlook is positive, which reflects Moody's expectation
that NXT will continue to strengthen its franchise and generate
solid profitability and asset quality, while maintaining strong
capital buffers.
Moody's could upgrade NXT's ratings if the company maintains or
improves profitability trends, continues to demonstrate strong
asset quality performance, maintains a ratio of tangible common
equity to tangible managed assets above 20%, and if it further
diversifies funding and increases alternate liquidity. Moody's
could downgrade the ratings if NXT's asset quality and
profitability deteriorate unexpectedly, leverage increases
significantly above expectations, or growth significantly
accelerates.
ONCONOVA THERAPEUTICS: Ernst & Young LLP Casts Going Concern Doubt
------------------------------------------------------------------
Onconova Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $19.67 million on $5.55 million of revenue for the year
ended December 31, 2016, compared to a net loss of $24.02 million
on $11.46 million of revenue for the year ended December 31, 2015.
Ernst & Young LLP notes that the Company has incurred operating
losses and negative cash flows from operations and will require
additional capital to fund planned operations. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
The Company's balance sheet at December 31, 2016, showed total
assets of $23.23 million, total liabilities of $18.11 million, and
a stockholders' equity of $5.13 million.
A full-text copy of the Company's Form 10-K is available at:
https://is.gd/7ReRai
Onconova Therapeutics, Inc., is a clinical-stage biopharmaceutical
company focused on discovering and developing novel small molecule
product candidates primarily to treat cancer. The Company has
created a targeted anti-cancer agents designed to work against
specific cellular pathways that are important to cancer cells. The
Company's lead product candidate, rigosertib, is being tested in
both intravenous (IV) and oral formulations as a single agent, and
the oral formulation is also being tested in combination with
azacitidine, in clinical trials for patients with myelodysplastic
syndromes (MDS), and related cancers.
OPE INMAR: Moody's Assigns B2 CFR; Stable Outlook
-------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and B2-PD Probability of Default Rating (PDR) to OPE Inmar
Acquisition, Inc. Concurrently, Moody's assigned a B1 to the
proposed $75 million senior secured first lien revolver, a B1 to
the proposed $580 million senior secured first lien term loan and a
Caa1 to the proposed $175 million senior secured second lien term
loan. The rating outlook is stable.
OPE Inmar Acquisition, Inc. is a new legal entity that has been
established as part of a transaction whereby an affiliate of OMERS
Private Equity (OMERS PE) is acquiring a controlling stake from
ABRY Partners (ABRY). OPE Inmar Acquisition, Inc. will be the
initial borrower under the credit facilities. Following the
consummation of the buyout, OPE Inmar Acquisition, Inc. will
ultimately merge with Inmar, Inc. and Inmar, Inc. will be the
surviving entity. For purposes of the credit discussion, Moody's
will refer to OPE Inmar Acquisition, Inc. and Inmar, Inc.
collectively as "Inmar".
The following ratings are assigned:
Issuer: OPE Inmar Acquisition, Inc.
Corporate Family Rating at B2
Probability of Default Rating at B2-PD
$75 million senior secured first lien revolving credit facility
due 2022 at B1 (LGD3)
$580 million senior secured first lien term loan due 2024 at B1
(LGD3)
$175 million senior secured second lien term loan due 2025 at Caa1
(LGD5)
Outlook at Stable
The following ratings remain unchanged and will be withdrawn upon
the closing of the transaction and the repayment in full of the
existing bank credit facilities:
Issuer: Inmar, Inc.
Corporate Family Rating of B2
Probability of Default Rating of B2-PD
Senior secured first lien bank credit facilities of B1 (LGD3)
Senior secured second lien bank credit facility of Caa1 (LGD5)
Outlook of Stable
RATINGS RATIONALE
Inmar's B2 CFR reflects Moody's expectation for high leverage,
relatively small scale, the recurring nature of its contracted
revenues, strong margins, and positive free cash flow. Following
the transaction, Moody's anticipates that pro forma debt/EBITDA
will be approximately 6.5x as of December 31, 2016 and inclusive of
acquisitions that closed during 2016. The rating considers Moody's
anticipation that Inmar will reduce leverage through earnings
growth. Inmar maintains a competitive market position in an
industry with barriers to entry due to the embedded nature of it
systems. While Inmar has about 11,000 customers, its revenue base
is relatively small with revenues for the twelve months ended
December 31, 2016 and pro forma for acquisitions during the year of
$457 million. Investments to expand service capabilities have
increased its addressable market and support growth opportunities.
The company has been acquisitive with its latest acquisition being
that of Collective Bias in November 2016. Due to its acquisitive
strategy, the company faces ongoing integration risks.
Moody's anticipates that Inmar will maintain a good liquidity
profile over the next 12 months supported by modestly positive free
cash flow, availability under its revolver, and cushion under its
springing first lien net leverage ratio covenant. Following the
completion of the transaction, Moody's anticipates the company will
maintain a minimal amount of operating cash on the balance sheet.
The company will have a new $75 million revolver due 2022 which
Moody's anticipates to be undrawn at the close of the transaction.
The term loan will have modest amortization of 1% per year and
contain an excess cash flow sweep.
The B1 ratings of both Inmar's $75 million senior secured first
lien revolving credit facility and $580 million senior secured
first lien term loan are one notch above the CFR reflecting their
contractually senior ranking relative to Inmar's $175 senior
secured second lien term loan.
The stable outlook reflects Moody's expectation that Inmar's key
credit metrics will improve over the next 12 to 18 months to a
level that is in line with its B2 rating albeit leverage will still
remain high. Moody's expects Inmar to direct excess free cash flow
toward growth while moderately growing EBITDA through new client
wins, improving volumes in newer market segments, and
acquisitions.
A rating upgrade is unlikely in the near-term given Inmar's high
leverage relative to its small revenue base. However, a rating
upgrade could be considered if the company demonstrates significant
revenue growth, continued positive free cash flow generation,
debt/EBITDA sustained at 4x or less, and retained cash flow to net
debt of 15% or more. A ratings downgrade could result from a
sustained decline in revenues or EBITDA including due to an
inability to renew key contracts or significant declines in coupon
processing or reverse logistics. Other factors that could
contribute to a ratings downgrade include debt/EBITDA anticipated
to be sustained over 6x, decreased cash flow, or aggressive
financial policy with regard to acquisitions or dividends,
particularly if financed with debt. Sizable debt financed
acquisitions prior to demonstrating reduction in leverage could
pressure the ratings.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Inmar, headquartered in Winston-Salem, North Carolina, is a
provider of promotion and reverse logistics services in North
America. The company's service offerings include (i) reverse
logistics for returned, damaged, discontinued, and expired consumer
goods, (ii) coupon processing and transaction settlement services,
and (iii) pharmacy financial management and pharmaceutical returns
and recalls. Following the closing of this transaction, OMERS PE
will own about 74% of the company with ABRY and the Inmar
management team owning the remainder.
PARETEUM CORP: Extends Maturity of Corbin Credit Pact to 2018
-------------------------------------------------------------
As previously disclosed in a Current Report on Form 8-K filed with
the Securities and Exchange Commission on March 7, 2017, on March
6, 2017, Elephant Talk Europe Holding B.V., an entity organized
under the laws of the Netherlands, a wholly owned subsidiary of
Pareteum Corporation, as Borrower, the Company, Pareteum North
America Corp., a Delaware corporation, Elephant Talk Group
International B.V., an entity organized under the laws of the
Netherlands, Corbin Mezzanine Fund I, L.P. and Atalaya
Administrative LLC, a New York limited liability company, as
administrative agent and collateral agent for the Lender, entered
into a Letter Agreement to amend certain terms of the credit
agreement among the parties, dated Nov. 17, 2014, as has been
amended from time to time. On March 31, 2017, the relevant parties
entered into the formal amendment to the Amended and Restated
Agreement.
Pursuant to the Amendment, (i) the Maturity Date was extended to
Dec. 31, 2018; (ii) the amortization schedule was amended as
follows: Q1-17: $1,500,000; Q2-17: $1,500,000; Q3-17: $500,000;
Q4-17: $500,000; Q1-18: $750,000; Q2-18: $750,000; Q3-18: $750,000;
and (iii) inserting a new definition of "2017 Equity Offering."
Additionally, the two warrants previously issued to the Lender and
ACM Carry-I LLC were amended to (a) increase the aggregate amount
of shares of common stock underlying the Corbin Warrant to
1,229,100 and increase the aggregate amount of shares of common
stock underlying the ACM Warrant to 216,900; (b) adjust the
exercise price of the Warrants to $1.305 per share; and (c) remove
the anti-dilution sections (Sections 9(d) and 9(h)) of the
Warrants.
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.
Pareteum incurred a net loss of $31.44 million for the year ended
Dec. 31, 2016, compared with a net loss of $5 million for the year
ended Dec. 31, 2015. As of Dec. 31, 2016, Pareteum had $13.04
million in total assets, $22.40 million in total liabilities, and a
total stockholders' deficit of $9.36 million.
Squar Milner, LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has suffered
recurring losses from operations, has an accumulated deficit of
$287,080,234 and has negative working capital. This raises
substantial doubt about the Company's ability to continue as a
going concern.
PETCO ANIMAL: Bank Debt Trades at 6% Off
----------------------------------------
Participations in a syndicated loan under Petco Animal Supplies is
a borrower traded in the secondary market at 93.66
cents-on-the-dollar during the week ended Friday, April 7, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 2.66 percentage points from the
previous week. Petco Animal pays 325 basis points above LIBOR to
borrow under the $2.506 billion facility. The bank loan matures on
Jan. 26, 2023 and carries Moody's NR rating and Standard & Poor's B
rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended April 7.
PETSMART INC: Bank Debt Trades at 5% Off
----------------------------------------
Participations in a syndicated loan under Petsmart Inc is a
borrower traded in the secondary market at 95.20
cents-on-the-dollar during the week ended Friday, April 7, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.24 percentage points from the
previous week. Petsmart Inc pays 300 basis points above LIBOR to
borrow under the $4.246 billion facility. The bank loan matures on
March 10, 2022 and carries Moody's Ba3 rating and Standard & Poor's
BB- rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended April 7.
PHOTOMEDEX INC: Closes Contribution Agreement with First Capital
----------------------------------------------------------------
On March 31, 2017, PhotoMedex, Inc. and its newly-formed subsidiary
FC Global Realty Operating Partnership, LLC, a Delaware limited
liability company, entered into an Interest Contribution Agreement
with First Capital Real Estate Operating Partnership, L.P., a
Delaware limited partnership, and First Capital Real Estate Trust
Incorporated, a Maryland corporation, under which the Contributor
may contribute certain real estate assets to the Company's
subsidiary in a series of three installments no later than December
31, 2017. In exchange, the Contributor will receive shares of the
Company's Common Stock and newly designated Series A Convertible
Preferred Stock.
In the first contribution installment, which has an initial closing
on or before May 17, 2017, the Contributor will transfer $10
million of assets to the Company, comprising four vacant land sites
set for development into gas stations located in northern
California, and a single family residential development located in
Los Lunas, New Mexico.
In return, the Company will issue to Contributor a number of duly
authorized, fully paid and non-assessable shares of the Company's
Common Stock and Series A Convertible Preferred Stock, determined
by dividing the $10 million value of that contribution by a
specified per share value, which will represent a 7.5% premium
above the volume-weighted average price of all on-exchange
transactions in the Company's shares executed on NASDAQ during the
forty-three (43) NASDAQ trading days prior to the NASDAQ trading
day immediately prior to the public announcement of the transaction
by the Company and Contributor Parent, as reported by Bloomberg
L.P. Contributor shall receive a number of shares equal to up to
19.9% of the issued and outstanding Common Stock of the Company
immediately prior to the initial closing. The balance of the shares
shall be paid in the Company’s newly designated Series A
Convertible Preferred Stock.
Also at this initial closing, FC Global Realty Operating
Partnership, LLC shall assume the liabilities associated with these
initial contributed properties. On or before this initial closing,
certain named officers and/or directors of the Company – Dr.
Dolev Rafaeli, Dennis McGrath, and Dr. Yoav Ben-Dror – will
resign from their positions as officers and/or directors of the
Company.
Contributor Parent is also required to contribute two additional
property interests valued at $20 million if certain conditions as
set forth in the Agreement are satisfied by December 31, 2017. This
second installment is mandatory.
Contributor Parent must contribute to the Acquiror its 100%
ownership interest in a private hotel that is currently undergoing
renovations to convert to a Wyndham Garden Hotel. This 265 room
full service hotel is located in Amarillo, Texas and has an
appraised value of approximately $16 million. Before contributing
the property to the Acquiror, Contributor Parent must resolve a
lawsuit concerning ownership of the property. Only when Contributor
Parent has confirmed that it is the full and undisputed owner of
the property may it contribute that interest to the Acquiror.
In exchange for each of these properties, the Company will issue to
Contributor a number of duly authorized, fully paid and
non-assessable shares of the Company's Common Stock or Series A
Convertible Preferred Stock, determined by dividing the $20 million
value of that contribution by the Per Share Value. The shares shall
be comprised entirely of shares of Common Stock if the issuance has
been approved by the Company's stockholders prior to the issuance
thereof and shall be comprised entirely of shares of Series A
Convertible Preferred Stock if such approval has not yet been
obtained.
Contributor Parent has the option to contribute either or both of
two additional property interests valued at $66.5 million if
certain conditions as set forth in the Agreement are satisfied by
December 31, 2017. This third installment is optional in
Contributor Parent's sole discretion.
A full-text copy of the regulatory filing is available for free at:
https://is.gd/E6QN41
About PhotoMedex
PhotoMedex, Inc., is a global health products and services company
providing integrated disease management and aesthetic solutions to
dermatologists, professional aestheticians, ophthalmologists,
optometrists, consumers and patients. The Company provides
proprietary products and services that address skin conditions
including psoriasis, vitiligo, acne, actinic keratosis, photo
damage and unwanted hair, as well as fixed-site laser vision
correction services at our LasikPlus(R) vision centers.
Photomedex reported a net loss of $34.6 million on $75.9 million of
revenues for the year ended Dec. 31, 2015, compared with a net loss
of $121 million on $133 million of revenues for the year ended Dec.
31, 2014. As of Sept. 30, 2016, Photomedex had $18.88 million in
total assets, $20.27 million in total liabilities and a total
stockholders' deficit of $1.39 million.
PITTSBURGH CORNING: Asbestos Trust Wants to Bring Co. Back to Ch 11
-------------------------------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that the
Pittsburgh Corning Corp.'s asbestos injury trust has asked a
federal court in Pennsylvania to reopen the Company's Chapter 11
case to deal with $9 billion in potential new asbestos injury
claims.
According to Law360, the Trust wants the court to rule that over
2,000 claimants from a Texas case later overturned on appeal are
barred by the trust distribution procedures from getting a share of
the $4 billion fund set up for those with claims against the
Company.
Law360 quoted the Trust as saying, "Contrary to the plan's aim to
fairly and equitably distribute the assets of the trust,
characterizing the Cimino claims as pre-petition liquidated claims
would permit claimants who have yet to offer any evidence in
support of PCC's liability for their claim to recover an amount far
in excess of what they are entitled to receive under a proper
interpretation of the plan and [trust distribution procedures] and
would dramatically reduce the payments to other current and future
claimants."
The Trust is represented by:
Douglas A. Campbell, Esq.
CAMPBELL & LEVINE LLC
310 Grant Street, Suite 1700
Pittsburgh, PA 15219
Tel: (412) 261-0310
Fax: (412) 261-5066
E-mail: dac@camlev.com
-- and --
F. Lane Heard, Esq.
Richmond T. Moore, Esq.
WILLIAMS & CONNOLLY LLP
725 Twelfth Street, N.W.
Washington, D.C. 20005
Tel: (202) 434-5000
Fax: (202) 434-5029
E-mail: lheard@wc.com
rtmoore@wc.com
About Pittsburgh Corning Corporation
Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos. At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.
PCC's balance sheet at Sept. 30, 2012, showed $29.4 billion in
total assets, $7.52 billion in total liabilities and $21.9 billion
in total equity.
The Hon. Judge Thomas Agresti handled the bankruptcy case. Reed
Smith LLP served as counsel and Deloitte & Touche LLP as
accountants to the Debtor.
The U.S. Trustee appointed a Committee of Unsecured Trade Creditors
on April 28, 2000. The Bankruptcy Court authorized the retention
of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to the
Committee of Unsecured Trade Creditors, and Pascarella & Wiker,
LLP, as financial advisor.
The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000. The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.
The Asbestos Committee was represented by Douglas A. Campbell,
Esq., and Philip E. Milch, Esq., at Campbell & Levine, LLC; and
Peter Van N. Lockwood, Esq., Leslie M. Kelleher, Esq., and Jeffrey
A. Liesemer, Esq., at Caplin & Drysdale, Chartered.
On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative. The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP, as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant. The FCR was later
represented by Joel M. Helmrich, Esq., at Dinsmore & Shohl LLP; and
James L. Patton, Jr., Esq., Edwin J. Harron, Esq., and Sara Beth
A.R. Kohut, Esq., at Young Conaway Stargatt & Taylor, LLP.
In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.
On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.
As reported by the TCR on April 25, 2012, Pittsburgh Corning,
which is a joint venture between Corning Inc. and PPG Industries
Inc., filed another amendment to its reorganization plan.
In 2014, Pittsburgh Corning disclosed that its Modified Third
Amended Plan of Reorganization has been confirmed by the U.S.
District Court for the Western District of Pennsylvania, effective
Oct. 1. The confirmation affirmed a May 2013 ruling by the U.S.
Bankruptcy Court for the Western District of Pennsylvania.
In April 2016, Pittsburgh Corning disclosed that its Modified Third
Amended Plan became effective as of April 27, and the Company
emerged from Chapter 11 bankruptcy.
The confirmed Plan of Reorganization established a trust valued in
excess of $3.5 billion to assume all asbestos-related liabilities
and resolve all asbestos personal injury claims. The trust is to
be funded by Pittsburgh Corning, its shareholders PPG Industries
Inc. and Corning Incorporated, and participating insurance
carriers.
PLATINUM PARTNERS: NBI Agent May Have Tipped Reporters in Fraud
---------------------------------------------------------------
Special Agent David Chaves, the NBI agent found to have leaked
information to the press in the insider trading case against
gambler Billy Walters, may also have tipped reporters in the
alleged $1 billion hedge fund securities fraud scheme, Pete Brush,
writing for Bankruptcy Law360, reports, citing the counsel for
Platinum Partners LP founder Mark Nordlicht.
According to Law360, Mr. Nordlicht's new counsel told U.S. District
Judge Dora L. Irizarry that he intends to make a motion related to
potential leaks from Mr. Chaves and possibly others.
Citing reinsurer Beechwood Re Ltd., Sophia Morris at Law360 relays
that Starr Indemnity & Liability Co. wrongly denied coverage to
Beechwood Re for costs the reinsurer faces in responding to probes
by federal regulators, and defending itself in a suit over alleged
links to collapsed hedge fund manager Platinum Partners LP. The
report states that Beechwood Re and its executives Scott Taylor and
Mark Feuer said that they initially wanted coverage from Starr
Indemnity after receiving a subpoena from the U.S. Securities and
Exchange Commission.
Cara Mannion at Law360 recalls that a New York federal judge issued
a preliminary injunction against Platinum Partners chairman Mark
Nordlicht and Platinum Credit Management LP -- one of the hedge
fund's advisory firms -- in a civil case over their alleged roles
in a $1 billion fraud scheme, barring breaches of securities laws
while restricting creditors' access to Platinum Partners' assets.
About Platinum Partners Funds
Platinum Partners' Platinum Partners Value Arbitrage Fund L.P.
("Master Fund") was registered with and regulated by the Cayman
Islands Monetary Authority as a master fund. Platinum Partners
Value Arbitrage Fund (International) Ltd. ("International Fund")
was registered with and regulated by CIMA as a mutual fund.
The International Fund offered participating shares to prospective
investors. The International Fund's investment objective was to
achieve superior capital appreciation through its indirect
investment in the Master Fund. The Master Fund is a multi-strategy
hedge fund.
The Master Fund and International Fund each filed a voluntary
petition under Chapter 15 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the Southern District of New York. The
Chapter 15 petitions were commenced on Oct. 18, 2016, by
Christopher Barnett Kennedy and Matthew James Wright, the duly
appointed joint provisional liquidators of Master Fund (in
Provisional Liquidation) and the duly appointed joint official
liquidators of International Fund (in Official Liquidation).
Both Funds are in liquidation pursuant to the orders of the
Financial Services Division of the Grand Court of the Cayman
Islands (cause nos. FSD 131 of 2016 (AJJ) (Master Fund) and 118 of
2016 (AJJ) (International Fund) pursuant to Sections 92 and 104 of
the Companies Law, of the Cayman Islands (2016 Revision) in
relation to the International Fund and Master Fund, respectively.
Contemporaneously with the Chapter 15 petitions, the Liquidators
filed a motion with the Bankruptcy Court seeking the Bankruptcy
Court's recognition of (i) the Cayman Liquidations as "foreign main
proceedings" and (ii) their appointment as "foreign
representatives" of the Funds.
As of June 30, 2016, the Master Fund had total assets of
$1,092,668,500. The Master Fund's total debt as of May 31, 2016,
was $382,000,000.
Holland & Knight LLP serves as counsel in the Chapter 15 cases.
PPI DIRECT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: PPI Direct, LLC
746 N. Coast Hwy
Laguna Beach, CA 92651
Case No.: 17-11351
Business Description: PPI Direct, which opened its doors in 2010,
is a small organization in the business
services industry located in Laguna
Beach, CA. Its principal assets are located
at 45610 Corte Vista Clara Temecula,
California.
Chapter 11 Petition Date: April 6, 2017
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Judge: Hon. Theodor Albert
Debtor's Counsel: Matthew D Resnik, Esq.
SIMON RESNIK HAYES LLP
510 W 6th St, Ste 1220
Los Angeles, CA 90014
Tel: 213-572-0800
Fax: 213-572-0860
E-mail: matt@srhlawfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Shaun Michael Reynolds, managing
member.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/cacb17-11351.pdf
PROGRESO ISD: Fitch Hikes Issuer Default Rating From BB+
--------------------------------------------------------
Fitch Ratings has upgraded the following Progreso ISD, TX (the
district) bonds:
-- Issuer Default Rating to 'BBB-' from 'BB+';
-- $26.5 million unlimited tax bonds to 'BBB-' from 'BB+'.
The Rating Outlook is Stable.
SECURITY
The bonds are payable from an annual unlimited property tax levy.
KEY RATING DRIVERS
The upgrade of the IDR to 'BBB-' from 'BB+' reflects Fitch's
expectation that the district's financial operations will stabilize
with the reduced level of exposure to enrollment-related
volatility. The Texas Education Agency (TEA) has disputed the
eligibility of a portion of the district's average daily attendance
(ADA) and is seeking the repayment of state aid allocated for those
students. A 2016 district lawsuit disputing TEA's finding of
ineligible students is still pending but the associated state aid
has been repaid or booked as a liability, removing any potential
downward pressures on the district's unrestricted financial
reserves. The rating also incorporates Fitch's expectation that
management will adjust annual spending as ADA continues a negative
trajectory due to growing charter school pressures.
Economic Resource Base
The district is located on the U.S.-Mexico border in Hidalgo County
and includes the town of Progreso, a small trading center. District
attendance has declined in recent years and currently totals about
1,700.
Revenue Framework: 'bbb' factor assessment
Fitch expects general revenue growth to flatten due to ongoing
enrollment declines, balanced against expected annual increases in
per student state aid allocations. The district does not have the
ability to independently raise revenues.
Expenditure Framework: 'a' factor assessment
The pace of spending is expected to trend above revenues as the
district will be pressured to maintain appropriate staffing levels
amidst an environment of declining enrollment, competitive
pressures from charter schools, and inflationary increases in
spending. Expenditure flexibility is derived from management's
control over workforce costs and low carrying costs.
Long-Term Liability Burden: 'a' factor assessment
The liability burden is elevated but still within the moderate
range, comprised mostly of direct debt. The district's capital
needs are modest and will be funded on a pay-as-you-go basis,
leading Fitch to expect the liability burden to remain moderate.
Operating Performance: 'bbb' factor assessment
Fitch expects the district to retain adequate financial flexibility
despite some stress to financial operations during a moderate
economic downturn based on its solid expenditure flexibility,
balanced against its modest financial reserves relative to expected
revenue volatility.
RATING SENSITIVITIES
Financial Operations: A sustained trend of stability in financial
operating results, and the resolution of remaining audit findings,
may lead to consideration of positive rating action. Conversely, a
deterioration of the district's financial operations may lead to
negative rating pressure.
CREDIT PROFILE
Tourism, agriculture and trade with Mexico are the leading sectors
of commerce in Hidalgo County. The Progreso-Nuevo Progreso
International Bridge, expanded in 2003, has also enhanced the
area's role in foreign trade activity. Unemployment rates in the
county historically have been significantly higher than state and
national levels. Likewise, local wealth indicators traditionally
have lagged significantly behind state and national averages, with
market value per capita a low $28,000 and per capita income equal
to only 39% of the national average.
District taxable assessed value (TAV) has grown by a compound
annual average of 3.7% since fiscal 2013. Recessionary TAV losses
were limited to a 6.4% reappraisal decline in fiscal 2011. Moderate
taxpayer concentration exists, with the top 10 taxpayers accounting
for 15% of fiscal 2017 TAV, led by a construction company with 3.1%
of the total.
The 2017 district-estimated population of 8,393 is small. Student
ADA in the district remained flat in recent years before declining
by 6% and 3% in fiscal years 2015 and 2016, respectively. The
fiscal 2015 ADA decline reflects the elimination of all non-Texas
residents identified by TEA. The district is projecting another 6%
decline in ADA in fiscal 2017 which the district attributes to
growing competition from local charter schools in an adjacent
district.
Revenue Framework
Funding for public schools in Texas is provided by a combination of
local (property tax), state, and federal resources. The state
budgets the majority of instructional activity through the
Foundation School Program (FSP), which uses a statutory formula to
allocate school aid taking into account each district's property
taxes, projected enrollment, and amounts appropriated by the
legislature in the biennial budget process. The Tier 1 component of
the FSP provides districts a certain level of operational funding,
and the basis for most Tier 1 allotments is called the basic
allotment. The basic allotment is a per pupil dollar amount that
multiplied by ADA (and adjusted for specific circumstances)
produces a district's Tier 1 allotment. In fiscal 2016, the
district received a large majority (82%) of its total general fund
revenues from state sources due to its low wealth per ADA.
For the 10-year period through fiscal 2015, the district's general
fund revenues grew by a compound annual growth rate (CAGR) of 2.8%,
above the pace of inflation but below the growth rate of U.S. GDP.
Revenues, which are driven in part by enrollment, may flatten or
decline modestly in the near term due to ongoing enrollment
pressures from area charter schools. Expected annual increases in
the state's revenue target per ADA may partially mitigate the
impact of the district's declining enrollment. Budget exposure to
TAV volatility is mitigated by the state's target revenue funding
system, which offsets declines in local revenue with additional
state aid, albeit with a one-year lag.
Progreso ISD's maintenance and operations (M&O) tax rate of $1.04
per $100 AV is at the statutory cap above which voter approval is
required, leaving it with no independent revenue-raising
flexibility. The district does not have plans to seek voter
approval of an increase in its M&O tax rate.
Expenditure Framework
Instructional costs and other support services account for 68% of
fiscal 2016 operating expenditures, which Fitch expects to grow
ahead of revenues absent policy action, along with the district's
other operating costs.
The district's expenditure needs are expected to exceed revenue
trends given its declining enrollment base and inflationary
pressures on spending.
The district's expenditure flexibility is derived from discretion
over its workforce costs and moderately low carrying costs, which
are low at 10.3% of fiscal 2016 spending, and comprise primarily
debt service. Fitch expects carrying costs to remain in the same
range based on the district's limited debt plans and the assumed
ongoing state funding for the vast majority of employer pension and
other post-employment benefit (OPEB) contributions. The district's
10-year principal amortization is average at 47%.
Long-Term Liability Burden
The district's long-term liability burden is elevated but still
within the moderate range at 24% of personal income and is
comprised mostly of direct debt. The district's remaining capital
needs are modest and will be funded on a pay-as-you-go basis,
leading Fitch to expect the liability burden to remain moderate.
The district participates in the Texas Teachers Retirement System
(TRS), a cost-sharing multiple employer pension system. Under GASB
67 and 68 reporting, TRS's assets covered 83.3% of liabilities as
of fiscal 2015, a ratio that falls to a Fitch-estimated 75% using a
more conservative 7% return assumption. The state assumes the
majority of TRS employer contributions and net pension liability on
behalf of school districts, except for small amounts that state
statute requires districts to assume.
Operating Performance
Fitch believes financial operations could become stressed in a
downturn, but expects the district to recover adequate financial
flexibility based on its solid expenditure flexibility, balanced
against its modest financial reserves relative to expected revenue
volatility.
Budget management in recent years has been plagued by both
financial and governance problems. A significant structural
imbalance in fiscal 2013, due to overstaffing and transfers for
construction cost overruns, was accompanied by a qualified opinion
on the fiscal 2013 audit plus a high 22 audit findings.
These findings reflected many of the problems discovered by TEA's
investigation regarding significant gaps in governance, internal
controls and financial management practices. The lack of
accountability and non-compliance issues spanning various tiers of
leadership ultimately resulted in the arrests of the board
president and an assistant superintendent on bribery charges, as
well as the departure of the district's business manager.
In response, TEA appointed two conservators in 2014, one of whom
continues to work with the district, with oversight authority and
broad power to make and influence management decisions, including a
veto of board decisions. Under the leadership of new management,
the implementation of enhanced internal controls, new accounting
and budgeting software, and training from a state education service
center have significantly improved the district's financial
management capability. The district's fiscal 2016 audit includes
three audit findings, down notably from 15 in the fiscal 2015
audit.
A separate investigation by TEA revealed the district had been
including 100 non-Texas residents, equal to about 5% of its
enrollment base, in its ADA for fiscal years 2012-2014. These
discrepancies led to an aggregate state aid overpayment of $2.3
million and resulted in a reduction of the district's fund balance
(via prior-period adjustments) by $1.6 million and $736,000 in the
fiscal 2014 and fiscal 2015 audits, respectively. The district has
not yet repaid the $736,000 overpayment to TEA but the district has
booked it as a liability.
The district filed a lawsuit against TEA, disputing the agency's
findings. In a letter ruling, the district court indicated it will
rule that TEA did not properly conduct its on-site investigation
and must conduct a new investigation under established procedures.
A final judgment reflecting the ruling has not yet been filed but
TEA plans to appeal the ruling. If the appeals court rules in favor
of the district, $1.6 million of funds will be returned to the
district, TEA will void the disputed $736,000 overpayment, and TEA
will reimburse the district $250,000 in attorney fees. The district
has enhanced its processes for verifying students' residency, which
presumably will limit this exposure going forward.
A net operating deficit of $621,000 or 2.9% of spending posted in
the fiscal 2016 audit reduced the unrestricted fund balance to $3.4
million or 15.7% of spending. The fiscal 2017 budget was adopted as
balanced but an ADA shortfall of 108 or 5.9% from budgeted levels
led to a mid-year adjustment that will lead to an operating deficit
of $714,000 (3.6% of spending) and an unrestricted fund balance of
$2.7 million or 13% of spending. District management reports that
additional spending adjustments may lead to a smaller net deficit.
PROINOS BREAKFAST: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Proinos Breakfast Club, Inc.
as of April 5, according to a court docket.
Proinos Breakfast Club, Inc. operates a family restaurant serving
breakfast and lunch in leased premises at 201 West Bay Drive, Suite
E-5, Largo FL 33770 and has only one location. It is owned and
managed by George Soulellis.
The Debtor filed Chapter 11 petition (Bankr. M.D. Fla. Case No.
17-01819) on March 7, 2017. The petition was signed by George
Soulellis, President. The Debtor is represented by Jake C.
Blanchard, Esq., at Blanchard Law, P.A. At the time of filing, the
Debtor had estimated both assets and liabilities to be less than
$50,000.
QUALITY CARE: Moody's Puts B2 CFR Under Review for Downgrade
------------------------------------------------------------
Moody's Investors Service placed Quality Care Properties, Inc.'s
ratings, including its B2 CFR, B2 first lien revolver and first
lien term loan, and its B3 senior secured second lien note ratings,
under review for downgrade.
The rating action follows continued deterioration in the credit
quality of QCP's principal tenant, HCR ManorCare ("HCR"), given
ongoing operating headwinds and even after considering the rent
reductions QCP provided HCR from November 2016 through January
2017. QCP depends on HCR ManorCare as a tenant and operator for
substantially all of its revenues (94% of QCP's total revenues
during the year ended December 31, 2016). The ratings review also
reflects uncertainty around the companies' ability to restructure
their master lease agreement in a manner that would allow QCP to
maintain credit protection measures at current levels and provide
meaningful financial relief to HCR. On April 5, 2017, QCP disclosed
that it has entered into a forbearance agreement with HCR through
July 5, 2017, time during which the companies will engage in good
faith discussions concerning a long-term restructuring of the terms
of the master lease. The agreement also requires HCR ManorCare to
deliver its 2016 audited financial statements and auditor consent
to QCP not later than April 10, 2017, which is expected to include
a "going concern" exception for HCR ManorCare in the auditor
opinion.
The ratings review will focus on QCP's ability to implement
comprehensive lease restructuring options, the changes under the
master lease agreement with HCR that may be agreed upon over the
coming months and their impact on QCP's cash flows and HCR's
EBITDAR coverage. HCR's ability to improve its liquidity position
and operating trends, as well as developments with respect to its
Department of Justice litigation will also be considered during the
review.
The following ratings were placed under review for downgrade
Corporate family rating at B2
First lien term loan rating at B2
First lien credit facility rating at B2
Second lien note rating at B3
RATINGS RATIONALE
QCP's current ratings reflect significant tenant concentration to
HCR Healthcare LLC (HCR, Caa1 corporate family rating, on review
for downgrade), exposure to the heavily regulated skilled nursing
(SNF) segment and a negligible unencumbered asset pool. QCP's
moderate leverage , sound fixed charge coverage and adequate
liquidity mitigate these credit challenges. QCP's near term
liquidity requirements are modest with no significant debt
maturities through 2021.
At 4Q2016, the HCR SNF portfolio was 83% occupied and HCR's
normalized EBITDAR coverage, excluding provisions for general and
professional liability claims, was weak at 1.01x. The Department of
Justice's investigation of HCR increases credit risk as there is
material uncertainty regarding the resolution timeline and
magnitude of penalties, if any.
The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms published
in July 2010.
Headquartered in Bethesda, Maryland, Quality Care Properties, Inc.
is a real estate company focused on post-acute/skilled nursing and
memory care/assisted living properties. QCP's properties are
located in 29 states and include 257 post-acute/skilled nursing
properties, 61 memory care/assisted living properties, a surgical
hospital and a medical office building as of April 5, 2017.
RAIN TREE: Hires Gordon & Melun as Attorney
-------------------------------------------
Rain Tree Healthcare of Winston Salem, LLC seeks authorization from
the U.S. Bankruptcy Court for the Middle District of North Carolina
to employ Gordon & Melun PLLC as attorney.
The Debtor requires Gordon & Melun to represent and assist in
carrying out the Debtor's duties under the Provision of Chapter 11
of the Bankruptcy Code and represent the estate generally
throughout the administration of this Chapter 11 proceeding.
Gordon & Melun received $5,000 which was deposited into the firm's
Trust Account. From these trust funds, $3,283 was paid to the firm
representing fees and expenses incurred pre-petition as well as the
filing fee in the amount of $1,717.
Robert Lewis, Jr., Esq., Gordon & Melun, PLLC, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Gordon & Melun may be reached at:
Robert Lewis, Jr., Esq.
Gordon & Melun, PLLC
5400 Glenwood Ave., Suite 218
Raleigh, NC 27612
Phone: (919)533-5510
Fax: (919)578-8816
E-mail: rlewis@gorlaw.com
About Rain Tree Health Care of Winston Salem
Rain Tree Health Care of Winston Salem, LLC, filed a chapter 11
petition (Bankr. W.D.N.C. Case No. 16-32071) on Dec. 30, 2016. The
Debtor is represented by Robert Lewis, Jr., Esq., at Gordon & Melun
PLLC.
The Debtor is a limited liability corporation headquartered in
Charlotte, North Carolina and is engaged in the management and
operation of an adult care home for the mentally and physically
disabled in Winston Salem, North Carolina.
RENNOVA HEALTH: Delays Filing of Fiscal 2016 Form 10-K
------------------------------------------------------
Rennova Health, Inc., filed with the Securities and Exchange
Commission a Form 12b-25 notifying the delay in the filing of its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2016.
The Company is unable to file its Annual Report on Form 10-K for
the year ended Dec. 31, 2016 within the prescribed time. The
Company requires additional time to complete the audit of its
consolidated financial statements as of and for the year ended Dec.
31, 2016. The Company expects to file its Form 10-K on or prior to
April 15, 2017.
The Company expects to report net revenue of approximately $5.2
million for the year ended Dec. 31, 2016, compared with $18.4
million for the year ended Dec. 31, 2015. Net loss attributable to
common stockholders is expected to be approximately $32.6 million
for the year ended Dec. 31, 2016, compared to $37.6 million for the
year ended Dec. 31, 2015. The net loss attributable to common
stockholders for the years ended Dec. 31, 2016 and 2015 include
impairment charges of approximately $1.0 million and $20.1 million,
respectively, and an income tax benefit of approximately $0.7
million and $9.0 million, respectively.
A full-text copy of Form 12b-25 is available for free at
https://is.gd/t4vnyR
About Rennova Health
Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides
industry-leading diagnostics and supportive software solutions to
healthcare providers, delivering an efficient, effective patient
experience and superior clinical outcomes. Through an
ever-expanding group of strategic brands that work in unison to
empower customers, we are creating the next generation of
healthcare.
The Company reported a net loss attributable to the Company's
common shareholders of $36.4 million for the year ended Dec. 31,
2015, following net income attributable to the Company's common
shareholders of $2.81 million for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Rennova Health had $10.19 million in total
assets, $20.23 million in total liabilities and a total
stockholders' deficit of $10.03 million.
The Company said in its annual report for the year ended Dec. 31,
2015, that "Although our financial statements have been prepared on
a going concern basis, we have recently accumulated significant
losses and have negative cash flows from operations, which raise
substantial doubt about our ability to continue as a going
concern.
"If we are unable to improve our liquidity position we may not be
able to continue as a going concern. The accompanying consolidated
financial statements do not include any adjustments that might
result if we are unable to continue as a going concern and,
therefore, be required to realize our assets and discharge our
liabilities other than in the normal course of business which could
cause investors to suffer the loss of all or a substantial portion
of their investment."
RENNOVA HEALTH: Files Notice of Exempt Offering of Securities
-------------------------------------------------------------
Rennova Health, Inc., filed with the Securities and Exchange
Commission on April 3, 2017, a notice of exempt offering of
securities provided by Regulation D and Section 4(6) under the
Securities Act.
As disclosed in the filing, a total of 4 investors have already
invested in the equity securities offering. The date of first sale
occurred on March 21, 2017. The total offering amount of
16,010,260 was sold.
A full-text copy of the Form D is available at:
https://is.gd/evEKDK
About Rennova Health
Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides
industry-leading diagnostics and supportive software solutions to
healthcare providers, delivering an efficient, effective patient
experience and superior clinical outcomes. Through an
ever-expanding group of strategic brands that work in unison to
empower customers, we are creating the next generation of
healthcare.
The Company reported a net loss attributable to the Company's
common shareholders of $36.4 million for the year ended Dec. 31,
2015, following net income attributable to the Company's common
shareholders of $2.81 million for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Rennova Health had $10.19 million in total
assets, $20.23 million in total liabilities and a total
stockholders' deficit of $10.03 million.
The Company said in its annual report for the year ended Dec. 31,
2015, that "Although our financial statements have been prepared on
a going concern basis, we have recently accumulated significant
losses and have negative cash flows from operations, which raise
substantial doubt about our ability to continue as a going
concern.
"If we are unable to improve our liquidity position we may not be
able to continue as a going concern. The accompanying consolidated
financial statements do not include any adjustments that might
result if we are unable to continue as a going concern and,
therefore, be required to realize our assets and discharge our
liabilities other than in the normal course of business which could
cause investors to suffer the loss of all or a substantial portion
of their investment."
RJR TOWING: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of RJR Towing, LLC as of April 5,
according to a court docket.
Based in Jacksonville, Florida, RJR Towing is an auto towing and
road services. The Debtor filed Chapter 11 petition (Bankr. M.D.
Fla. Case No. 17-00701) on March 1, 2017. The Debtor is
represented by Robert D. Wilcox, Esq. of Wilcox Law Firm.
ROCKY MOUNTAIN: Approves 2017 Incentive Plan
--------------------------------------------
On March 17, 2017, the Board of Directors of Rocky Mountain High
Brands, Inc. approved its 2017 Incentive Plan. The purpose of the
Plan is to provide a means for the Company to continue to attract,
motivate and retain management, key employees, consultants and
other independent contractors, and to provide these individuals
with greater incentive for their service to the Company by linking
their interests in the Company's success with those of the Company
and its shareholders. The Plan provides that up to a maximum of
35,000,000 shares of the Company's common stock (subject to
adjustment) are available for issuance under the Plan.
On March 31, 2017, the Company's officers and directors returned a
total of 25,041,732 shares of common stock to treasury for
cancellation. Also on March 31, 2017, the Company granted to each
officer and director an equivalent number of restricted shares of
common stock under the 2017 Incentive Plan. The restricted shares
so granted may not be transferred, sold, or encumbered until six
(6) months from the date of issue. The shares of common stock
returned for cancellation by each officer and director, and the
equivalent number of restricted shares granted to each under the
Plan, are:
Name Shares
---- ------
Jerry Grisaffi 4,545,932
Michael Welch 3,062,800
David Seeberger 3,000,000
Charles Smith 7,216,500
Winton Morrison 7,216,500
Totals 25,041,732
A full-text copy of Form 8-K is available for free at:
https://is.gd/y94eMM
About Rocky Mountain
Rocky Mountain High Brands, Inc., (RMHB) is a consumer goods brand
development company specializing in developing, manufacturing,
marketing, and distributing high quality, health conscious,
hemp-infused food and beverage products and spring water. The
Company currently markets a lineup of five hemp-infused beverages.
RMHB is also researching the development of a lineup of products
containing Cannabidiol (CBD). The Company's intention is to be on
the cutting edge of the use of CBD in consumer products while
complying with all state and federal laws and regulations.
Rocky Mountain reported net income of $2.32 million on $1.07
million of sales for the fiscal year ended June 30, 2016, compared
with a net loss of $16.62 million on $489,849 of sales for the
fiscal year ended June 30, 2015.
Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2016, citing that the Company has a
shareholders' deficit of $1,477,250, an accumulated deficit of
$16,878,382 at June 30, 2016, and has generated operating losses
since inception. These factors, among others, raise substantial
doubt about the ability of the Company to continue as a going
concern.
ROOT9B HOLDINGS: Gregory Morris Continues to Serve on the Board
---------------------------------------------------------------
As previously disclosed on the Current Report on Form 8-K filed
with the Securities and Exchange Commission on Jan. 26, 2017, by
root9B Holdings, Inc., Gregory Morris announced his intention to
resign from the Company's Board of Directors and all committees
thereof, effective April 1, 2017. On March 31, 2017, Mr. Morris
indicated that he would not deliver his resignation letter to the
Board on April 1, 2017. Mr. Morris will continue to serve as a
member of the Board, member of the Audit Committee of the Board,
and chair of the Compensation Committee of the Board.
About Root9B
root9B Holdings (OTCQB: RTNB) -- http://www.root9bholdings.com/--
is a provider of Cybersecurity and Regulatory Risk Mitigation
Services. Through its wholly owned subsidiaries root9B and IPSA
International, the Company delivers results that improve
productivity, mitigate risk and maximize profits. Its clients
range in size from Fortune 100 companies to mid-sized and
owner-managed businesses across a broad range of industries
including local, state and government agencies.
Root9B Technologies, Inc., changed its name to root9B Holdings,
Inc. effective Dec. 5, 2016, and relocated its corporate
headquarters from Charlotte, NC to the current headquarters of
root9B, its wholly owned cybersecurity subsidiary, in Colorado
Springs, CO.
Root9B reported a net loss of $8.33 million in 2015 following a net
loss of $24.43 million in 2014.
As of Sept. 30, 2016, Root9B had $31.05 million in total assets,
$13.82 million in total liabilities, and $17.22 million in total
stockholders' equity.
"The Company will need to raise additional funds in order to fund
operations. Financing transactions, may include the issuance of
equity or debt securities, and obtaining credit facilities, or
other financing mechanisms. However, if the trading price of our
common stock declines, or if the Company continues to incur losses,
this could make it more difficult to obtain financing through the
issuance of equity or debt securities. Furthermore, if we issue
additional equity or debt securities, stockholders will likely
experience additional dilution or the new equity securities may
have rights, preferences or privileges senior to those of existing
holders of our common stock. The inability to obtain additional
financing may restrict our ability to grow and may affect
operations of the Company, its ability to retain and hire critical
staff and revenue producing sub-contractors, and will raise
substantial doubt about our ability to continue as a going
concern," the Company said in its quarterly report for the period
ended Sept. 30, 2016.
SAMUEL E. WYLY: IRS, Trustee Object to Fees for Lawyers, Consultant
-------------------------------------------------------------------
Ryan Boysen, writing for Bankruptcy Law360, reports that the
Internal Revenue Service and a U.S.-appointed trustee objected to
hundreds of thousands of dollars in fees requested by lawyers and
consultants for time spent on Caroline Dee Wyly's bankruptcy case,
claiming that the work was done in bad faith and didn't add to the
value of the estate.
Jess Krochtengel at Law360 relates that Sam Wyly's children, Evan
Wyly and Lisa Wyly, sought to intervene in his bankruptcy
proceeding. According to the report, the Wyly children argued in
an adversary suit that the IRS is wrongly trying to claim money
held in a trust they supervise. The Wyly children ask the court to
reject the IRS's contention that the Wrangler Trust is an alter ego
of Mr. Wyly, and they want a court order establishing assets held
in the Wrangler Trust are not property of Mr. Wyly's bankruptcy
estate.
About Sam Wyly
Sam Wyly is a lifelong entrepreneur and author. His first book,
1,000 Dollars & An Idea, is a biography that tells his story of
creating and building companies, including University Computing,
Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse.
His second book, Texas Got It Right!, co-authored with his son,
Andrew, was gifted to roughly 450,000 students and teachers,
thought leaders, and readers, and continues to be a best-seller in
its Amazon category.
Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge
ordered him to pay several hundred million dollars in a civil
fraud case. In September 2014, a federal judge ordered Mr. Wyly
and the estate of his deceased brother to pay more than $300
million in sanctions after they were found guilty of committing
civil fraud to hide stock sales and nab millions of dollars in
profits.
SEANIEMAC INTERNATIONAL: Delays Filing of Fiscal 2016 Form 10-K
---------------------------------------------------------------
Seaniemac International, Ltd. filed with the Securities and
Exchange Commission a Form 12b-25 notifying the delay in the filing
of its annual report on Form 10-K for the fiscal year ended Dec.
31, 2016.
Seaniemac could not complete the filing of its Annual Report on
Form 10-K for the year ended Dec. 31, 2016 due to a delay in
obtaining and compiling information required to be included in its
Annual Report on Form 10-K, which delay could not be eliminated by
the Registrant without unreasonable effort and expense. In
accordance with Rule 12b-25 of the Securities Exchange Act of 1934,
Seaniemac will file its Annual Report on Form 10-K no later than
the fifteenth calendar day following the prescribed due date.
About Seaniemac
Based in Huntington, N.Y., Seaniemac International, Ltd., is
engaged in maintaining a Website for online gambling, including
sports betting and casino gaming in Ireland under the brand name,
http://www.Seaniemac.com/ The Company utilizes a third-party
white-label online gaming Web site provider to develop and operate
its branded Website, http://www.apollobet.com/, operations, sports
book trading, Web site hosting, payment solutions, security and
first line support of gaming related questions.
Seaniemac reported a net loss of $3.73 million for the year ended
Dec. 31, 2015, following a net loss of $2.85 million for the year
ended Dec. 31, 2014. As of Sept. 30, 2016, Seaniemac had $1.70
million in total assets, $11.96 million in total liabilities, all
current, and a total deficit of $10.25 million.
RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2015, citing that Company has suffered recurring losses from
operations and has an accumulated deficit and working capital
deficit as of Dec. 31, 2015, which raises substantial doubt about
its ability to continue as a going concern.
SNYDER & SCHNEIDER: Court Denies Approval of Plan Outline
---------------------------------------------------------
The Hon. Rebecca B. Connelly of the U.S. Bankruptcy Court for the
Western District of Virginia has denied approval of Snyder &
Schneider Property Development, LLC's amended disclosure
statement.
The Debtor must file a second amended disclosure statement on or
before May 1, 2017, which will at least include these items and
information: (i) disclosure of actual compensation for the officers
following Chapter 11 plan confirmation; (ii) details regarding the
sale(s) of any real estate that will provide funding to the Debtor
for its Chapter 11 plan; and (iii) the Debtor's proposed treatment
of the Lexon Insurance Co., Bond Safeguard Insurance Co., Boston
Indemnity Co., Ironshore Specialty Insurance Co., and Ironshore
Indemnity bonds and claims. If the Second Amended Disclosure
Statement is filed by the Debtor on or before May 1, 2017, approval
of the Second Amended Disclosure Statement will be heard by the
Court on June 15, 2017, at 2:00 p.m.
Private Capital Group, Inc., and Lexon reserve all rights,
objections, and claims with respect to any Second Amended
Disclosure Statement and any other pleading filed by the Debtor or
any other party in interest.
Any motion to incur debt pursuant to section 364 of the Bankruptcy
Code will be filed by the Debtor on or before May 1, 2017, and any
such timely filed motion will be heard by the Court on May 18,
2017, at 11:00 a.m. PCG and Lexon reserve all rights, objections,
and claims with respect to any motion to incur debt and any other
pleading filed by the Debtor or any other party-in-interest.
About Snyder & Schneider
Snyder & Schneider Property Development, LLC, based in Mineral,
Virginia, filed a Chapter 11 petition (Bankr. W.D. Va. Case No.
16-61362) on July 6, 2016. The Hon. Rebecca B. Connelly presides
over the case.
Edward Gonzalez, Esq., at the Law Office of Edward Gonzalez, PC,
serves as bankruptcy counsel.
In its petition, the Debtor estimated $0 to $50,000 in assets and
$10 million to $50 million in liabilities. The petition was signed
by Jeff Snyder, manager.
No official committee of unsecured creditors has been appointed in
the case.
SUNOCO LP: Fitch Puts BB- IDR on Rating Watch Positive
------------------------------------------------------
Fitch Ratings has placed the ratings of Sunoco LP (SUN) and Sunoco
Finance Corp. on Rating Watch Positive following the announcement
that SUN would be selling 1,110 convenience stores to 7-Eleven,
Inc. (7-Eleven). Total consideration for the transaction is
expected to be $3.3 billion in cash plus fuel, merchandise and
other inventories. SUN expects to use the proceeds to repay
indebtedness and for general partnership purposes. The transaction
is subject to regulatory clearances and customary closing
conditions and is expected to close by the fourth quarter of 2017
(4Q17).
Fitch currently rates SUN and Sunoco Finance Corp.:
Sunoco, LP
-- Long-Term Issuer Default Rating (IDR) 'BB-';
-- Senior secured rating 'BB/RR1';
-- Senior unsecured rating 'BB-/RR4'.
Sunoco Finance Corp.
-- Senior unsecured rating 'BB-/RR4'.
The Positive Rating Watch considers that with the sale of most of
its convenience store business and the planned reduction in
leverage SUN's credit profile should improve provided proceeds are
used, as indicated, to help strengthen SUN's balance sheet through
a pay down in debt. Additionally, Fitch believes that the wholesale
fuel business, supported in part by a long-term (15 year) fixed
rate contract with 7-Eleven, should generate fairly consistent
earnings and cash flows for SUN. Total earnings and cash flow for
SUN will be at lower levels than previously expected but increased
cash flow consistency coupled with management's stated objective to
run the business with a lower leverage (debt/adjusted EBITDA)
target of 4.5x to 4.75x and distribution coverage of 1.1x or higher
should result in a better capitalized and lower business risk for
SUN. With the acquisition 7-Eleven is expected to make up roughly
29% of pro forma wholesale volumes, with distributor and dealer
volumes making up another 31% and 26% of volumes respectively. The
more volatile volume commercial channel sales will make up roughly
13% of wholesale volumes sold.
Fitch notes, however, that there remains a fair amount of
uncertainty surrounding SUN's new strategic direction. While Fitch
believes that the acquisition should receive needed regulatory
approvals and close sometime before the end of the year, the
ultimate amount of debt reduction, earnings and cash flow
generation, and other credit considerations of the pro forma SUN
are not yet known. Fitch would look to resolve its Rating Watch at
or near transaction close following a more thorough analysis and
better understanding of SUN's strategic direction, cash flow
profile, contractual support, counter party exposure, forecasted
financial metrics and capital structure.
KEY RATING DRIVERS
Shift in Strategy: The sale represents the first and largest step
of a transformational strategy shift for SUN which will exit the
retail side of its business to instead focus on wholesale fuel
distribution and other master limited partnership (MLP) qualifying
income assets. Approximately 200 convenience stores in North and
West Texas, New Mexico and Oklahoma will be sold in a separate
process. JP Morgan has been retained to market these stores with
the planned closure of a deal there by end of this year. SUN's
Aloha Petroleum business unit in Hawaii will continue to operate
within SUN. Likewise, the transaction does not include SUN's APlus
franchisee-operated stores.
As part of the transaction, SUN will enter into a 15-year
take-or-pay fuel supply agreement with a 7-Eleven subsidiary under
which SUN will supply approximately 2.2 billion gallons of fuel
annually. This supply agreement will have guaranteed annual
payments to SUN, provides that 7-Eleven will continue to use the
Sunoco brand at currently branded Sunoco stores and includes
committed growth in future periods. Fitch believes that this
agreement along with wholesale revenues from SUN's other
distributor, dealer, and commercial channel sales and planned
reductions in selling, general and administrative costs should
provide a stable source of revenue and cash flow generation for a
smaller SUN.
Uncertainty Around Plan: SUN plans to be a leading consolidator in
the domestic wholesale fuels business, supplying fuel to a network
of more than 8,900 locations of third-party dealers, distributors
and other commercial customers, with an enhanced focus on MLP
qualifying income. Management indicated that it would focus on
maintaining distribution coverage above 1.0x but would not cut
their distribution, which could mean SUN pursues acquisitions or
buys back units, increasing uncertainty around SUN's future
strategy. However, Fitch believes if management is truly committed
to its stated leverage and distribution coverage targets and has a
feasible strategy to get there while maintaining distributions
SUN's credit profile should be materially improved.
Sponsor Support: SUN's ratings consider its relationship with its
sponsor and general partner Energy Transfer Equity, LP (ETE;
'BB'/Outlook Stable). Last week, SUN issued $300 million in
preferred units to ETE. Proceeds were used to repay revolver
borrowings. Fitch viewed the issuance as neutral to SUN's ratings
as leverage, while lower, remained high. However, Fitch believes
the equity issuance was illustrative of ETE's willingness to
support SUN's credit profile in the near term. SUN's ratings
consider its relationship with ETE, which provides significant
benefits to SUN to help raise financing otherwise unavailable to
other standalone partnerships, as exemplified by this preferred
equity issuance.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for SUN include:
-- Closure of sale of retail businesses to 7-Eleven for $3.3
billion by 4Q17 with net proceeds from the sale used to reduce
leverage through pay down of revolver and term loan with a focus on
management on successfully lowering leverage to 4.5x to 4.75x and
distribution coverage above 1.0x.
RATING SENSITIVITIES
Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:
-- A meaningful reduction in leverage with a capitalization plan
focused on getting leverage between 5.5x to 6.0x on a sustained
basis would likely lead to a stabilization of the Outlook. Leverage
below 5.5x would likely lead to a Positive Outlook and leverage
expected at or below 5.0x on a sustained basis would likely lead to
at least a one notch upgrade.
-- Ultimate resolution of the Positive Watch will be dependent on
a firm understanding of SUN's strategic direction, cash flow
profile, contractual support, counter party exposure, forecasted
financial metrics and capital structure.
Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:
-- Deteriorating EBIT margins at or below 1% on a consistent basis
could lead to further negative rating action.
-- A distribution coverage ratio below 1x, combined with leverage
ratios above 6.0x on a sustained basis could result in negative
rating action.
LIQUIDITY
Liquidity Constrained: As of Dec. 31, 2016, SUN had $119 million in
cash and $469 million in availability under its $1.5 billion
revolving credit facility, though Fitch believes borrowing
availability to be limited should SUN wish to remain in covenant
compliance. Proceeds from the March 30, 2017 preferred equity
offering were used to pay down revolver borrowings which should
provide some liquidity cushion along with recently amended leverage
covenants. As of Dec. 31, 2016, SUN had roughly $4.6 billion in
long-term debt outstanding, including borrowings on the
aforementioned senior secured revolver, $1.2 billion in senior
secured Term Loan A borrowings due 2019, a $117 million
sale/leaseback financing obligation, and $2.2 billion in senior
unsecured notes.
Prior to this transaction with 7-Eleven, Fitch believed SUN's
elevated leverage over the next several quarters was going to
pressure liquidity at the partnership given covenant restrictions
on SUN's revolver and Term Loan A. Offsetting some of the concern
around liquidity is a lack of near-term maturities, with no
maturities until second half of 2019 when the revolver and term
loan each matures in September and October 2019. With the
announcement of this transaction Fitch believes SUN will focus on
lowering leverage and moving pro forma leverage and distribution
coverage metrics closer towards management's stated goals.
FULL LIST OF RATING ACTIONS
Fitch has placed the following ratings on Rating Watch Positive:
Sunoco, LP
-- Long-Term Issuer Default Rating (IDR) 'BB-';
-- Senior secured rating 'BB/RR1';
-- Senior unsecured rating 'BB-/RR4'.
Sunoco Finance Corp.
-- Senior unsecured rating 'BB-/RR4'.
SURVEYMONKEY INC: S&P Rates Proposed $375MM Secured Loans 'B-'
--------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '3'
recovery rating to SurveyMonkey Inc.'s proposed senior secured
credit facility, which comprises a $300 million first-lien term
loan B due 2024 and a $75 million revolving credit facility due
2022. The '3' recovery rating indicates S&P's expectation for
meaningful recovery (50%-70%; rounded estimate: 60%) of principal
in the event of a payment default.
The company will use the net the proceeds from the term loan and
revolving credit facility to repay the amount outstanding under its
existing term loan B and the amount drawn under its existing
revolving credit facility. Pro forma for the transaction,
SurveyMonkey will have about $50 million available under is
proposed $75 million revolving credit facility, and S&P expects
that its leverage will remain unchanged at above 8x as of Dec. 31,
2016.
S&P views SurveyMonkey's financial risk profile as highly
leveraged, primarily due to the company's high leverage and minimal
discretionary cash flow generation. S&P believes the company will
deleverage slowly over the next 18-24 months due to EBITDA growth
and some debt repayment. S&P's weak business risk profile
assessment reflects SurveyMonkey's narrow product focus, small
scale, and relatively low barriers to entry. Furthermore, S&P
expects the company's EBITDA margin will remain relatively flat as
it continues to invest into growth and new products.
S&P's 'B-' corporate credit rating and stable rating outlook on the
company remain unchanged. The outlook reflects S&P's expectation
that SurveyMonkey will maintain adequate liquidity and continue to
generate modest free operating cash flow. S&P also expects that
the company's leverage will decline to the mid-7x area over the
next 12-18 months, primarily due to organic EBITDA growth and debt
repayment. S&P could lower its corporate credit rating on
SurveyMonkey if S&P believes the company's free operating cash flow
will turn negative or its compliance headroom with its net leverage
covenant requirement will fall below 10%.
RATINGS LIST
SurveyMonkey Inc.
Corporate Credit Rating B-/Stable/--
New Ratings
SurveyMonkey Inc.
Senior Secured
$300 mil first-lien term loan B due 2024 B-
Recovery Rating 3(60%)
$75 mil revolving credit facility due 2022 B-
Recovery Rating 3(60%)
TEMPO ACQUISITION: Moody's Assigns B2 CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned to Tempo Acquisition, LLC
(Tempo) a B2 Corporate Family Rating (CFR), B2-PD Probability of
Default Rating, B1 rating to the $2.7 billion of new first-lien
credit facilities and a Caa1 rating to the $730 million of senior
unsecured notes. The ratings outlook is stable. Proceeds from the
debt offerings and approximately $1.2 billion of equity will be
used to finance the acquisition of Tempo by affiliates of The
Blackstone Group L.P. from Aon Plc. The acquired businesses will
consist of benefits administration and business process outsourcing
services.
RATINGS RATIONALE
The B2 CFR reflects Tempo's high initial leverage, competitive
pressures in its businesses, including moderate pricing erosion in
some services, and mature demand for the majority of its services.
Tempo's total debt to 2016 EBITDA (Moody's adjusted, deducting
capitalized software expenses) will be approximately 7x when the
acquisition closes but Moody's expects leverage to decline to about
6x by the end of 2018 as the company realizes cost savings after
its separation from the parent company. However, execution risk
will be elevated while the company transitions into a standalone
business over the next 24 months and management implements cost
reductions targeting about $64 million of savings in the next 12
months. The rating is supported by Tempo's good operating scale,
its leading market position in the health plan administration
services, strong revenue retention rates and high proportion of
revenues under contracts which provide good visibility into cash
generation. Moody's forecasts Tempo's free cash flow to increase
from about 5% of total debt in 2017 (pro forma for the acquisition)
to about 7% of total debt in 2018, reflecting the cost savings.
Tempo will have good liquidity comprising free cash flow and access
to a $250 million revolving credit facility. Moody's expects
Tempo's financial policies to favor shareholders and the risk of
debt-financed distributions to shareholders will be high under
financial sponsor ownership.
The purchase price consists of $4.3 billion in cash consideration
and deferred consideration of up to $500 million which will be
payable in cash if there is a liquidity event (as defined in the
purchase agreement) and after the sponsor's cash returns exceed a
high threshold. Given the threshold level, Moody's believes that
the likelihood of the payout of the consideration to the former
parent is very low in the next 2 to 3 years and the likely
scenarios under which the consideration will be paid will involve
the full or partial sale of the company or an IPO.
The stable ratings outlook is based on Moody's expectation that
Tempo will generate flat to modestly positive revenues and free
cash flow in excess of $180 million over the next 12 months.
Given Tempo's high leverage and execution risk, and expectations
for shareholder-friendly financial policies, a ratings upgrade is
not expected over the next 12 to 18 months. Moody's could upgrade
Tempo's ratings if the company generates sustained revenue growth
and establishes a track record of conservative financial policies.
The ratings could be upgraded if Moody's expects Tempo's leverage
will remain below 5.5x (Moody's adjusted) and free cash flow
increases to the high single digit percentages of total debt.
Moody's could downgrade Tempo's ratings if execution challenges,
competitive pressures or customer losses result in revenue erosion,
free cash flow weakens to the low single digit percentages of total
debt or total debt to EBITDA (Moody's adjusted) is expected to
exceed 6.5x.
Assignments:
Issuer: Tempo Acquisition, LLC
Corporate Family Rating -- B2
Probability of Default Rating -- B2-PD
-- $250 million senior secured revolving credit facility -- B1
(LGD 3)
-- $2.44 billion senior secured term loan -- B1 (LGD 3)
-- $730 million senior unsecured notes -- Caa1 (LGD 6)
Outlook: Stable
Tempo Acquisition, LLC is a leading provider of outsourced
healthcare and retirement benefits administration services and
human resources technology solutions.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
TENNANT COMPANY: Moody's Assigns 1st-Time B1 CFR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned a first-time B1 Corporate Family
Rating ("CFR") and B1-PD Probability of Default Rating ("PDR") to
Tennant Company, a leading designer and manufacturer of
professional cleaning equipment. Concurrently, Moody's assigned a
Ba2 rating to the company's proposed first-lien senior secured bank
credit facilities, comprised of a $200 million revolving credit
facility and $100 million term loan and a B2 rating to the
company's proposed $300 million senior unsecured notes due 2025.
Tennant was also assigned a Speculative Grade Liquidity ("SGL")
rating of SGL-2, denoting a good liquidity profile. The ratings
outlook is stable.
Proceeds from the new term loan and unsecured notes together with
approximately $10 million of balance sheet cash will be used to
fund the company's approximately $350 million acquisition of IPC
Group ("IPC"), an Italian-based sponsor-owned company, and to
refinance $35 million of existing debt. Of note, the unsecured
notes will refinance $300 million of a $400 million term loan
(unrated) that will be put in place at close of the acquisition.
The acquisition is expected to close during the second quarter of
2017.
The following ratings were assigned:
Corporate Family Rating, at B1
Probability of Default Rating, at B1-PD
$200 million senior secured revolving credit facility, at Ba2
(LGD-2)
$100 million senior secured term loan, at Ba2 (LGD-2)
$300 million senior unsecured notes due 2025, at B2 (LGD-5)
Speculative Grade Liquidity Rating, at SGL-2
Outlook, Stable
RATINGS RATIONALE
Tennant's B1 CFR reflects the company's relatively moderate revenue
scale, business segment concentration and cyclical nature of its
earnings counterbalanced by the company's strong market position in
the U.S. and leading position abroad, debt/EBITDA of approximately
3.5x (including Moody's standard adjustments) pro forma for the
proposed transaction and healthy free cash flow generation. The
ratings consider that the company's low leverage for the category
accommodates the cyclicality in the business and offsets the
relatively low margin profile of the overall business. However, the
ratings also recognize that the company's margins have been on an
upward trajectory in recent years and margins are expected to
improve further due to product mix and the higher margins
associated with the proposed acquisition of IPC.
The acquisition of IPC is viewed as a credit positive as it
enhances Tennant's revenue scale, broadens its geographic reach and
is anticipated to contribute favorably to the company's margins and
cash flow profile. Additionally, the company's rating acknowledges
integration risks but these are not anticipated to be significant
given the low level of overlap in its product types and customers.
The acquisition could create cross selling opportunities between
Tennant and IPC's traditional operations.
In particular, the businesses are complementary as Tennant is
considered well positioned in the professional and industrial
cleaning markets in the U.S. serving the top tier market while IPC
serves the mid-tier market with greater and broader European
exposure. The ratings anticipate that the company's top line should
grow post the acquisition due to its correlation with domestic GDP
levels as well as the revenue contribution from IPC. The large
number of new product introductions at Tennant should also support
positive growth trends.
The ratings reflect Tennant's favorable market position and strong
brands in the industrial and commercial cleaning equipment market.
The acquisition of IPC will widen the company's geographic
footprint with over 40% of sales generated abroad pro forma for the
acquisition. Additionally, the ratings consider IPC's positive
organic revenue growth in recent years and strong EBITDA margins
that should enhance Tennant's top line and margin profile going
forward. The acquisition increases Tennant's pro forma revenue base
by almost 25% to approximately $1 billion from $800 million
currently.
Tennant's SGL-2 rating reflects Moody's expectations that the
company will maintain a good liquidity profile over the next twelve
months supported by healthy free cash flow generation and good
revolver availability. The ratings anticipate that the company will
generate $25 to $30 million of free cash flow over the next twelve
to eighteen months as the company benefits from synergies as well
as restructuring actions. The company will maintain a $200 million
revolving credit facility as a source for external liquidity with
the expectation that it will have little to no usage in the
near-term to support working capital needs with good covenant
headroom.
The ratings for Tennant's debt instruments comprise both the
overall probability of default to which Moody's assigned a PDR of
B1-PD and an average family loss given default assessment. The Ba2
rating assigned to the first lien senior secured credit facilities
using Moody's Loss Given Default Methodology, reflects the
facilities' senior position in the capital structure. The B2
unsecured notes rating, one notch below the CFR, is based on the
secured debt senior to it in the capital structure.
The stable outlook reflects Moody's expectation of moderate
earnings and margin growth stemming from relatively stable
end-market fundamentals as well as benefits from the IPC
acquisition supported by the maintenance of a good liquidity
profile.
An upgrade would be considered if the company achieves greater
revenue scale through consistent organic revenue and earnings
growth with financial leverage sustained below 3.0 times, free cash
flow to debt improving to the high single digits and operating
margins exceeding 10%, respectively.
Moody's could lower the ratings if the company experiences
integration challenges, revenues come under pressure and/or
adjusted leverage weakens towards 5.0 times or if free cash flow to
adjusted debt falls below 5%.
The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.
Tennant Company, located in Minneapolis, MN, is a leading designer
and manufacturer of cleaning products and services including floor
maintenance and outdoor cleaning equipment, detergent-free and
other sustainable cleaning technologies, aftermarket parts and
consumables and equipment maintenance and repair service serving
end-markets ranging from retail stores, distribution centers,
factories and warehouses, arenas and stadiums to office buildings
as well as schools, universities, hospitals and clinics. Pro forma
for the acquisition of IPC, 2016 revenues approximate $1 billion.
TESLA INC: S&P Affirms 'B-' Rating, Off CreditWatch Negative
------------------------------------------------------------
S&P Global Ratings said that it has affirmed all of its unsolicited
'B-' ratings on Tesla Inc. and removed the ratings from
CreditWatch, where S&P placed them with negative implications on
Aug. 1, 2016. The outlook is negative.
"The affirmation reflects Tesla's improved liquidity cushion,
which--in our view--somewhat offsets the substantial risk related
to the rapid scale-up of its Model 3 production and the
significantly high debt burden on its balance sheet," said S&P
Global credit analyst Nishit Madlani. Given the scale of its
battery manufacturing investments, the public perception of its
technology, and its access to the capital markets, Tesla's
financial commitments appear to sustainable for now--albeit with
significant execution risks. The company recently raised net
proceeds of over $1.4 billion (after deducting underwriting
discounts and estimated offering expenses) through a public
offering of its common stock and its issuance of 2.375% convertible
senior notes due March 15, 2022.
The negative outlook on Tesla reflects the company's increased
execution risks in 2017 and the considerable lack of visibility
around when it will be able to sustain positive FOCF, which could
cause us to downgrade it over the next 12 months.
S&P could lower its ratings on Tesla if execution issues related to
the launch of its Model 3 later this year or the ongoing expansion
of its production of the Model S and X lead to significant cost
overruns. S&P could also downgrade the company if it appears
unlikely that Tesla will be able to refinance its upcoming
maturities and sustain a liquidity cushion of at least $1.5 billion
as it funds its capital-intensive operations over the next 12
months. This could lead S&P to believe that Tesla's financial
commitments are unsustainable over the long-term.
S&P could revise its outlook on Tesla to stable if the company is
able to sustain its liquidity position and address its upcoming
maturities and S&P sees a credible pathway for it to generate
marginally positive FOCF following its aggressive production
ramp-up over the next 12 months. S&P would also need to believe
that the company's improved market position is sustainable.
THORNTON & THORNTON: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Thornton & Thornton Enterprises, Inc.
dba Twin Oaks Private School
1001 E MAIN ST
Allen, TX 75002
Case No.: 17-40759
Business Description: The debtor is a small business debtor as
defined in 11 U.S.C. Section 101(51D).
Thornton & Thornton owns Twin Oaks Private
School in the City of Allen, Collin County,
State of Texas, valued at $712,009.
The Debtor also owns a fee simple interest
in a property located at 109 Fountaingate
Allen TX 75002, 109 Fountaingate Blk A, Lot
2 with a valuation of $215,360.
Chapter 11 Petition Date: April 7, 2017
Court: United States Bankruptcy Court
Eastern District of Texas (Sherman)
Debtor's Counsel: Gary G. Lyon, Esq.
BAILEY AND LYON, ATTORNEYS AT LAW
6401 W. Eldorado Parkway, Suite 234
McKinney, TX 75070
Tel: 214-620-2034
Fax: 469-521-7219
E-mail: glyon.attorney@gmail.com
Total Assets: $1.22 million
Total Liabilities: $2.10 million
The petition was signed by Misty Thornton, president.
The Debtor failed to include a list of its 20 largest unsecured
creditors at the time of the filing.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txeb17-40759.pdf
TOSHIBA CORP: Warns of Ability to Continue as Going Concern
-----------------------------------------------------------
Pavel Alpeyev and Takako Taniguchi at Bloomberg News report that
Toshiba Corp., the 142-year-old conglomerate, warned on April 11 it
may not be able to continue as a going concern as it grapples with
billions of dollars in losses from its Westinghouse Electric
nuclear business.
Bloomberg says the disclosure came as the Japanese company reported
earnings for the third quarter after missing two previous deadlines
for financial results. According to Bloomberg, Toshiba posted an
operating loss of JPY576.3 billion (US$5.2 billion) for the nine
months ended Dec. 31 and said it had negative shareholders equity
of JPY225.6 billion at the end of the period, although the earnings
statement hadn't been approved by auditor PricewaterhouseCoopers
Aarata.
Bloomberg notes that Toshiba has been at odds with its auditors
over internal controls at Westinghouse, which has filed for
bankruptcy in the U.S. Bloomberg relates that the company said on
April 11 it found instances of "inappropriate pressure" internally
to push through the acquisition of a U.S. construction firm
specializing in atomic plants, but that had no bearing on financial
results. Toshiba's inability to report earnings has raised
speculation of a possible delisting from the Tokyo Stock Exchange
and pushed the shares 20% lower this year, Bloomberg says.
"How the TSE will take this is anyone's guess now," Bloomberg
quotes Hideki Yasuda, an analyst at Ace Research Institute, as
saying. "This is just quarterly earnings. Now the question is
whether the company can release the full-year statement in time."
Toshiba has missed financial filing deadlines even before the
current crisis, the report states. The company pushed back earnings
announcements twice amid an accounting scandal in 2015, delaying
the release by about four months. In theory, there is no limit on
how many times the company can request an extension.
According to Bloomberg, the TSE kept Toshiba on its list of
securities on alert in a December announcement, after originally
being included for overstating profits from 2008 through 2014. The
company last month submitted a report detailing plans to improve
internal controls. If deemed insufficient, the company will face
delisting, Bloomberg relays.
"The disclaimer of opinion by the auditor is an additional item
that we must evaluate and consider," the report quotes Miwa Aonuma,
a spokeswoman for Japan Exchange Group, which runs the Tokyo Stock
Exchange, as saying.
Even if Toshiba clears these hurdles, there is a longer-term threat
to stakeholders, Bloomberg says. The nuclear business writedown
has pushed Toshiba's liabilities beyond its level of assets. If the
company can't reverse the situation in the fiscal year just ended,
it could face demotion to the second section of the Tokyo Stock
Exchange. That would in turn force an automatic selloff by some
index funds. If the situation persists for two straight years, it
will be delisted, Bloomberg notes.
"The situation at Toshiba continues to make a mockery of TSE
listing rules, as authorities have done their best to allow it as
much time as possible for its auditors to approve its"
third-quarter results, Amir Anvarzadeh, head of Japanese equity
sales at BGC Partners Ltd. in Singapore, wrote in a note prior to
the announcement, Bloomberg relays. "We think TSE will continue to
remain supportive."
Bloomberg says Toshiba has responded by putting its prized memory
chip unit up for sale and is narrowing down a list of bidders.
Taiwan's Hon Hai Precision Industry Co., South Korea's SK Hynix
Inc. and chipmaker Broadcom Ltd. have all submitted preliminary
bids for the Toshiba business valued at JPY2 trillion or more,
Bloomberg reports, citing people familiar with the matter. Hon Hai
has indicated it may pay as much as JPY3 trillion, in part to force
Japanese management into negotiations, said one of the people,
asking not to be identified because the matter is private,
Bloomberg relays.
Bloomberg adds that in the meantime, Toshiba has sought additional
financial support from banks, offering stock holdings and real
estate as collateral to lenders.
"Toshiba could move back into solvency depending on how it proceeds
with the Toshiba Memory sale," Credit Suisse Group AG's Tokyo-based
analysts Hideyuki Maekawa and Yoshiyasu Takemura wrote in a report,
Bloomberg relays. "We think the only major risk remaining is a
possible delisting."
About Toshiba
Toshiba Corporation (TYO:6502) -- http://www.toshiba.co.jp/-- is
a Japan-based manufacturer involved in five business segments.
The Digital Products segment offers cellular phones, hard disc
devices, optical disc devices, liquid crystal televisions, camera
systems, digital versatile disc (DVD) players and recorders,
personal computers (PCs) and business phones, among others. The
Electronic Device segment provides general logic integrated
circuits (ICs), optical semiconductors, power devices, large-
scale integrated (LSI) circuits for image information systems and
liquid crystal displays (LCDs), among others. The Social
Infrastructure segment offers various generators, power
distribution systems, water and sewer systems, transportation
systems and station automation systems, among others. The Home
Appliance segment offers refrigerators, drying machines, washing
machines, cooking utensils, cleaners and lighting equipment. The
Others segment leases and sells real estate.
As reported in the Troubled Company Reporter-Asia Pacific on
Dec. 30, 2016, Moody's Japan K.K. downgraded Toshiba
Corporation's corporate family rating (CFR) and senior unsecured
rating to 'Caa1' from 'B3'. Moody's has also downgraded
Toshiba's subordinated debt rating to 'Ca' from 'Caa3', and
affirmed its commercial paper rating of Not Prime. At the same
time, Moody's has placed Toshiba's 'Caa1' CFR and long-term
senior unsecured bond rating, as well as its 'Ca' subordinated
debt rating under review for further downgrade.
The TCR-AP reported on March 21, 2017, that S&P Global Ratings has
lowered its long-term corporate credit rating on Japan-based
capital goods and diversified electronics company Toshiba Corp. two
notches to 'CCC-' from 'CCC+' and lowered the senior unsecured debt
rating three notches to 'CCC-' from 'B-'.
Both ratings remain on CreditWatch with negative implications.
Also, S&P is keeping its 'C' short-term corporate credit and
commercial paper program ratings on the company on CreditWatch
negative. The long- and short-term ratings on Toshiba have
remained on CreditWatch with negative implications since December
2016, when S&P also lowered the long-term ratings because of the
likelihood that the company might recognize massive losses in its
U.S. nuclear power business; S&P kept them on CreditWatch
negative when it lowered the long- and short-term ratings in
January 2017.
TOWERSTREAM CORP: Reports $22.2 Million Net Loss for 2016
---------------------------------------------------------
Towerstream Corporation filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to common stockholders of $22.15 million on $26.89
million of revenues for the year ended Dec. 31, 2016, compared to a
net loss attributable to common stockholders of $40.48 million on
$27.90 million of revenues for the year ended Dec. 31, 2015.
"Towerstream's years ending December 31, 2015 and 2016 were filled
with dramatic changes," commented Mr. Ernest Ortega who assumed the
role of the Company's chief executive officer on Jan. 24, 2017,
"and that is reflected in the historical results for those
periods."
During those years, the Company exited its unprofitable Hetnets
business, implemented a 31% reduction in headcount, significantly
reduced overall operating costs throughout all departments,
converted $5.0 million of long-term debt into equity thereby
reducing annual interest expense, and raised $9.1 million through
the sale of stock and warrants.
As a result of the actions, total net losses from continuing and
discontinuing operations for the years ended December 31, 2015 and
2016 declined from $40.5 million to $22.2 million, a decrease of
$18.3 million or 45%. Further, EBITDA (Earnings Before Interest,
Taxes, Depreciation, and Amortization) for continuing operations
during the year ended December 31, 2016, adjusted for stock-based
compensation and non-recurring expenses, improved from a negative
$0.5 million during the first quarter to a positive $0.1 million
during the fourth quarter. "I am extremely pleased with that trend
in EBITDA results for continuing operations and look forward to
reporting additional positive EBITDA numbers during the year
ahead," remarked Mr. Ortega.
"These actions have enabled us to right size our cost
infrastructure to be more in line with our revenue, thus allowing
us to take advantage of the opportunities that exist in the
marketplace. Our vision for 2017 and beyond," he continued, "is to
be the trusted, reliable, and cost-efficient service provider
through leveraging our state-of-the-art fixed wireless network to
serve both enterprises and service providers. We will achieve this
objective through our recently developed Three Year Plan which
included rationalization of our product portfolio, restructuring
our sales organization and leveraging our existing reliable
high-capacity multi-city network. I am happy to report to you that
each of those major initiatives have already been implemented and
we are beginning to see positive results."
In closing, Mr. Ortega said, "Our focus is now to flawlessly
execute the new strategy described above. I and my management team
firmly believe we have the right strategy in place and that we will
catapult Towerstream into a very prosperous future."
As of Dec. 31, 2016, Towerstream had $34.39 million in total
assets, $37.24 million in total liabilities and a total
stockholders' deficit of $2.85 million.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, 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.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/cflMmH
About Towerstream Corporation
Towerstream Corporation (OTCQB:TWER / www.towerstream.com) is a
leading Fixed-Wireless Fiber Alternative company delivering
high-speed Internet access to businesses. The Company offers
broadband services in twelve urban markets including New York City,
Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay
area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno,
and the greater Providence area.
TX.C.C. INC: Hires Weycer Kaplan Pulaski & Zuber as Attorneys
-------------------------------------------------------------
TX.C.C.,Inc., et al., seek permission from the U.S. Bankruptcy
Court for the Eastern District of Texas to employ Weycer, Kaplan,
Pulaski & Zuber, PC as attorneys for the Debtors.
The Debtors require Weycer Kaplan to:
a. advise the Debtors of the rights, powers, duties, and
obligations of the Debtors as debtor and debtor-in-possession in
this Chapter 11 case;
b. take all necessary actions to protect and preserve the
estates of the Debtors, including the prosecution of actions on the
Debtors' behalf, the defense of actions commenced against the
Debtors, the negotiation of disputes in which the Debtors are
involved, and the preparation of objections with respect to claims
that are filed against the estate;
c. to the extent necessary, assist the Debtors in the
investigation of the acts, conduct, assets, and liabilities of the
Debtors, and any other matters relevant to the case;
d. investigate and potentially prosecute preference,
fraudulent transfer, and other causes of action arising under the
Debtors' avoidance powers and/or which are property of the estate;
e. prepare on behalf of the Debtors, as debtor-in-possession,
all necessary motions, applications, answers, orders, reports, and
papers in connection with the representation of the Debtors and the
administration of the estates and these Chapter 11 cases;
f. negotiate, draft, and present on behalf of the Debtors a
plan for the reorganization of the Debtors' financial affairs, and
the related disclosure statement, and any revisions, amendments,
and so forth, relating to the foregoing documents, and all related
materials;
g. handle all litigation and other contested matters for the
Debtors arising in connection with this Chapter 11 case; and
h. perform all other necessary legal services in connection
with this Chapter 11 case and any other bankruptcy-related
representation that the Debtors require.
Weycer Kaplan lawyers and professionals who will work on the
Debtors' cases and their hourly rates are:
Jeff Carruth, Shareholder $385
Austin Gray, Associate $195
Paralegals $150
Weycer Kaplan received from LS Management, Inc. on or about March
2, 2017 -- which date was pre-petition as to LS Management, Inc. --
a retainer in the amount of $125,000.00 for (1) payment of
preparatory work on behalf of LS Management, Inc. prior to the
active representation of the Debtors in these cases on March 3,
2017 and (2) the balance serving as the initial retainer for WKPZ's
representation of the Debtors in these Chapter 11 case for the
period of time commencing on March 3, 2017 with and after the
emergency filing of the voluntary petition in the case of Texas LC
Liquor Company on March 3, 2017, and the balance of which retainer
remains in the trust account of WKPZ.
On March 8, 2017, WKPZ received a subsequent retainer in the amount
of $35,000 from LS Management, Inc. prior to the filing of the LS
Management, Inc. voluntary petition.
WKPZ will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Jeff Carruth, Esq., shareholder with the law firm of Weycer,
Kaplan, Pulaski & Zuber, PC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.
WKPZ may be reached at:
Jeff Carruth, Esq.
Weycer, Kaplan, Pulaski & Zuber, PC
3030 Matlock Rd., Suite 201
Arlington, TX 76015
Phone: (713) 341-1058
Facsimile: (866) 666-5322
E-mail: jcarruth@wkpz.com
About TX.C.C.,Inc.
TX.C.C.,Inc. filed a Chapter 11 bankruptcy petition (Bankr.
E.D.Tex. Case No. 17-40297) on February 13, 2017. The Hon. Brenda
T. Rhoades presides over the case. Law Office of John Henry, PC
represents the Debtor as counsel.
In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities. The petition was signed
by Timothy Dungan, president.
ULURU INC: Announces Closing of $6 Million Financing
----------------------------------------------------
On Feb. 27, 2017, ULURU Inc. entered into a Note, Warrant and
Preferred Stock Purchase Agreement with Velocitas Partners, LLC and
Velocitas I LLC, an entity controlled by Velocitas, with respect to
an aggregate financing of up to $6,000,000.
As previously reported, at the first closing, which occurred on
February 27, 2017, Velocitas purchased at face value of a $500,000
Secured Convertible Promissory Note. The Initial Note is secured by
all of the assets of the Company and its subsidiaries pursuant to a
Security Agreement executed at the initial closing.
According to a current report on Form 8-K filed with the Securities
and Exchange Commission on March 31, 2017, the second closing,
which occurred on March 31, 2017, included, (a) the purchase by
Velocitas at face value of an additional $500,000 Secured
Convertible Note (the “Second Note”), and (b) the purchase by
the Purchaser of 1,250 shares of Series B Convertible Preferred
Stock at a purchase price of $4,000 per share, for gross proceeds
of $5,000,000. The as-converted-to-common-stock purchase price for
the Series B Preferred Stock is $0.04 per share. The Second Note
accrues interest at 12.5% per annum and has a term of two years.
The Second Note is convertible into shares of common stock at a
conversion price of $0.04 per share, subject to equitable
adjustments, and is secured by the Security Agreement referenced in
and filed with the Initial Report.
As a condition to the second closing, the Company issued to
Velocitas at the second closing a warrant to purchase up to
57,055,057 shares of common stock. The Warrant has an exercise
price of $0.04 per share, a 10-year term and is subject to cashless
exercise. In addition, at the second closing, the Company acquired
the Altrazeal distributor agreements that Velocitas has with its
sub-distributors in exchange for the issuance of 13,375,000 shares
of common stock.
At the second closing, the Voting Agreement and the Investor Rights
Agreement summarized in and filed with the Initial Report were
joined by the Purchaser and became effective.
A full-text copy of Form 8-K is available for free at:
https://is.gd/IQ4rk3
About ULURU Inc.
ULURU Inc. is a specialty pharmaceutical company focused on the
development of a portfolio of wound management and oral care
products to provide patients and consumers improved clinical
outcomes through controlled delivery utilizing its innovative
Nanoflex Aggregate technology and OraDisc transmucosal delivery
system. For further information about ULURU Inc., please visit its
website at www.uluruinc.com. For further information about
Altrazeal, please visit our website at www.altrazeal.com.
ULURU reported a net loss of $2.69 million for the year ended Dec.
31, 2015, following a net loss of $1.93 million for the year ended
Dec. 31, 2014.
As of Sept. 30, 2016, ULURU had $6.71 million in total assets,
$2.51 million in total liabilities and $4.19 million in total
stockholders' equity.
Lane Gorman Trubitt, PLLC, in Dallas, TX, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered
recurring
losses from operations, negative cash flows from operating
activities and is dependent upon raising additional funds from
strategic transactions, sales of equity, and/or issuance of debt.
The Company's ability to consummate such transactions is uncertain.
As a result, there is substantial doubt about the Company's ability
to continue as a going concern, the auditors noted.
ULURU INC: Delays Form 10-K Over Change in Management
-----------------------------------------------------
ULURU Inc. was unable to file its annual report on Form 10-K for
the fiscal year ended Dec. 31, 2016, by the prescribed date of
March 31, 2017, without unreasonable effort or expense. In light
of the recent change in management announced in the Company's
Current Report on Form 8-K filed with the SEC on March 1, 2017, the
Company requires additional time for management to complete its
review of the effectiveness of the Company's internal controls over
financial reporting and ensure adequate disclosure of certain
information required to be included in the Form 10-K. Accordingly,
the Company's preparation of its Form 10-K cannot be accomplished
in order to permit a timely filing without undue hardship and
expense. The Form 10-K will be filed on or before the fifteenth
calendar day following the prescribed due date in accordance with
Rule 12b-25.
About ULURU Inc.
ULURU Inc. is a specialty pharmaceutical company focused on the
development of a portfolio of wound management and oral care
products to provide patients and consumers improved clinical
outcomes through controlled delivery utilizing its innovative
Nanoflex Aggregate technology and OraDisc transmucosal delivery
system. For further information about ULURU Inc., please visit its
website at www.uluruinc.com. For further information about
Altrazeal, please visit our website at www.altrazeal.com.
ULURU reported a net loss of $2.69 million for the year ended
Dec. 31, 2015, following a net loss of $1.93 million for the year
ended Dec. 31, 2014.
As of Sept. 30, 2016, ULURU had $6.71 million in total assets,
$2.51 million in total liabilities and $4.19 million in total
stockholders' equity.
Lane Gorman Trubitt, PLLC, in Dallas, TX, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
losses from operations, negative cash flows from operating
activities and is dependent upon raising additional funds from
strategic transactions, sales of equity, and/or issuance of debt.
The Company's ability to consummate such transactions is uncertain.
As a result, there is substantial doubt about the Company's
ability to continue as a going concern, the auditors noted.
UMATRIN HOLDING: Will File Form 10-K Within Grace Period
--------------------------------------------------------
Umatrin Holding Ltd. was unable, without unreasonable effort or
expense, to file its annual report on Form 10-K for the year ended
Dec. 31, 2016, by the March 31, 2017, filing date applicable to
smaller reporting companies due to a delay experienced by the
Registrant in completing its financial statements and other
disclosures in the Annual Report. As a result, the Company is
still in the process of compiling required information to complete
the Annual Report and its independent registered public accounting
firm requires additional time to complete its review of the
financial statements for the year ended Dec. 31, 2016, to be
incorporated in the Annual Report. The Company anticipates that it
will file the Annual Report no later than the fifteenth calendar
day following the prescribed filing date.
About Umatrin
Umatrin Holding Limited (formerly known as Golden Opportunities
Corporation) was incorporated in the state of Delaware on Feb. 2,
2005. The Company was originally incorporated in order to locate
and negotiate with a targeted business entity for the combination
of that target company with the Company.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $140,962 on $1.37 million of sales compared to a net
loss of $958,495 on $2.56 million of sales for the same period
during the prior year. As of Sept. 30, 2016, Umatrin had $1.79
million in total assets, $1.47 million in total liabilities and
$325,316 in total equity.
Yichien Yeh, CPA, in Oakland Gardens, New York, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has incurred
accumulated deficit of $2,384,996 as of Dec. 31, 2015, that include
loss of $364,077 for the eleven months ended Dec. 31, 2015. These
factors raise substantial doubt about its ability to continue as a
going concern.
UNISYS CORP: S&P Assigns 'BB-' Rating on New $425MM Secured Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '1'
recovery rating to Blue Bell, Pa.-based IT services provider Unisys
Corp.'s new $425 million senior secured notes. 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.
S&P also lowered the issue-level rating on the firm's unsecured
convertible notes to 'B-' from 'B' and revised S&P's recovery
rating to '5' from '4'. The '5' recovery rating indicates S&P's
expectation for modest recovery of principal (10%-30%; rounded
estimate: 25%) in the event of a payment default. S&P's 'B'
corporate credit rating and negative rating outlook on Unisys are
unchanged. S&P's rating on Unisys reflects persistent revenue
declines, weak margins in the firm's core services business, and
leverage in excess of 6x.
The negative outlook is founded on S&P's expectation that sizable
mandatory pension contributions and restructuring expenses will
constrain the firm's ability to generate free cash flow over the
next 12-24 months in spite of recent improvements to EBITDA margins
and a moderating pace of revenue decline.
RECOVERY ANALYSIS
Key Analytical Factors
-- S&P is assigning a '1' recovery rating to Unisys' new senior
secured notes, and are revising S&P's recovery assessment on
Unisys' senior unsecured convertible notes to '5' from '4'.
-- S&P's simulated default scenario contemplates a default in
2020 as a result of declining corporate spending on IT
services due to increased utilization of public cloud
infrastructure, as well as failure to secure renewal of
significant public sector contracts.
-- S&P has valued the company on a going-concern basis, using a
5.5x multiple and S&P's estimated emergence EBITDA.
-- S&P believes that Unisys' domestic pensions would be
terminated in a bankruptcy filing and would therefore be
junior to the new secured notes.
Simplified Waterfall
-- Net enterprise value (after 5% admin. costs): Approximately
$970 million
-- Valuation split (obligors/nonobligors): 50%/50%
-- Priority claims: Approximately $90 million
-- Collateral value available to secured creditors:
Approximately $750 million
-- First-lien secured claims: Approximately $460 million
-- Recovery expectation: 90%-100%
-- Total value available to unsecured creditors: Approximately
$415 million
-- Terminated pension obligations: Approximately $1.5 billion
-- Senior unsecured debt: Approximately $220 million
-- Recovery expectation: 10%-30% (rounded estimate 25%)
All debt amounts at default include six months' prepetition
interest. Collateral value equals asset pledge from obligors less
priority claims plus equity pledge from nonobligors after
nonobligor debt.
RATINGS LIST
Unisys Corp.
Corporate Credit Rating B/Negative/--
New Rating
Unisys Corp.
$425M senior secured notes BB-
Recovery rating 1 (95%)
Downgraded; Recovery Rating Revised
To From
Unisys Corp.
Senior unsecured convertible notes B- B
Recovery Rating 5 (25%) 4 (40%)
UPLIFT RX: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Affiliated debtors that filed separate Chapter 11 bankruptcy
petitions:
Debtor Case No.
------ --------
Uplift Rx, LLC 17-32186
15462 FM 529
Houston, TX 77095
Belle Pharmacy, LLC 17-32187
Alliance Medical Holdings, LLC 17-32188
Geneva Pharmacy, LLC 17-32189
Ohana Rx, LLC 17-32190
Benson Pharmacy, Inc. 17-32191
Kendall Pharmacy, Inc. 17-32192
Richardson Pharmacy, LLC 17-32193
Innovative Rx, LLC 17-32194
Charleston Rx, LLC 17-32195
On Track Rx, LLC 17-32196
Uinta Rx, LLC 17-32197
Goodman Pharmacy, LLC 17-32198
BrooksideRx, LLC 17-32199
Osceola Clinic Pharmacy, LLC 17-32200
Oak Creek Rx, LLC 17-32201
Waverly Pharmacy, LLC 17-32202
Newton Rx, LLC 17-32203
Lone Peak Rx, LLC 17-32204
Improve Rx, LLC 17-32205
New Jersey Rx, LLC 17-32206
Berkshire Pharmacy, LLC 17-32207
Health Saver Rx, LLC 17-32208
Best Rx, LLC 17-32209
Delaney Pharmacy, LLC 17-32210
New Life Pharmacy, LLC 17-32211
Skyline Health Services, LLC 17-32212
Stonybrook Pharmacy, LLC 17-32213
Woodward Drugs, LLC 17-32214
Bridgestone Pharmacy, LLC 17-32215
Brookhill Pharmacy, LLC 17-32216
Burbank Pharmacy, LLC 17-32217
Canyons Pharmacy, LLC 17-32218
Cheshire Pharmacy, LLC 17-32219
Conoly Pharmacy, LLC 17-32220
Cottonwood Pharmacy, LLC 17-32221
Galena Pharmacy, LLC 17-32222
Garnett Pharmacy, LLC 17-32223
Hawthorne Pharmacy, LLC 17-32224
Hazelwood Pharmacy, LLC 17-32225
Medina Pharmacy, LLC 17-32227
Raven Pharmacy, LLC 17-32228
Glendale Square Rx, Inc. 17-32229
Lockeford Rx, Inc. 17-32230
Pinnacle Pharmacy Solutions, LLC 17-32231
Riverfront Rx, LLC 17-32232
Riverbend Prescription Services, LLC 17-32233
Raven Pharmacy Holdings, LLC 17-32234
Bridgestone Pharmacy Holdings, LLC 17-32235
Crestwell Pharmacy Holdings, LLC 17-32236
Galena Pharmacy Holdings, LLC 17-32237
Geneva Rx Holdings, LLC 17-32238
Hawthorne Rx Holdings, LLC 17-32239
Woodward Rx Holdings, LLC 17-32240
Philadelphia Pharmacy Holdings, LLC 17-32241
Health Rx Holdings, LLC 17-32242
Canyon Medical, LLC 17-32243
Business Description: Alliance Health --
https://www.alliancehealth.com -- is a
digital health and wellness company founded
in 2006.
Chapter 11 Petition Date: April 7, 2017
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Marvin Isgur
Debtors' Counsel: Elizabeth A. Green, Esq.
Jimmy D. Parrish, Esq.
BAKER & HOSTETLER LLP
SunTrust Center, Suite 2300
200 South Orange Avenue
Orlando, FL 32801-3432
Tel: 407.649.4000
Fax: 407.841.0168
E-mail: egreen@bakerlaw.com
jparrish@bakerlaw.com
- and -
Jorian L. Rose, Esq.
BAKER & HOSTETLER LLP
45 Rockefeller Plaza
New York, New York
Tel: 212.589.4200
Fax: 212.589.4201
E-mail: jrose@bakerlaw.com
Estimated Assets: $500,000 to $1 million
Estimated Debt: $50 million to $100 million
The petitions were signed by Jeffrey C. Smith, chief executive
officer.
Debtors' Consolidated List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
American Express $2,136,367
PO Box 650448
Dallas, TX
75265-0448
Ascensia Diabetes $653,690
Care USA Inc
5 Wood Hollow Road
Parsippany, NJ 07054
Auburn Pharmaceutical Co $1,572,710
PO Box 72216
Cleveland, OH
44192-2216
Blupax Pharmaceuticals, LLC $2,012,259
160 Raritan Center
Parkway, Unit 1
Edison, NJ 08837
Fluent $494,391
33 Whitehall St 15th Floor
New York, NY 10004
Highland Wholesale, LLC $1,582,973
4227 S. Highland Dr., Suite 7
Salt Lake City, UT 84124
Huge, LLC $400,000
45 Main St Ste 220
Brooklyn, NY 11201
Johnson & Johnson/LifeScan $38,900,000
Patterson Belknap
Webb & Tyler LLP
1133 Avenue of the America
New York, NY 10036
Kross Pharmaceuticals $6,104,126
5406 West 11000 North
84003, UT
Microsoft Corporation $408,666
1950 N. Stemmons
Fwy Ste 5010 LB #842467
Dallas, TX 75207
Prizm Media Inc. $749,651
Suite 60257 Fraser RPO
Vancouver BC
V5W-4B5
River City Pharma $3,639,217
PO Box 713774
Cincinnati, OH
45271-3774
Roche Patterson Belknap $33,408,985
Webb & Tyler LLP
1133 Avenue of the Americas
New York, NY 10036
S.P Distributors $932,675
168 10th Street
Brooklyn, NY 11215
SBK Sales $1,286,976
16 Israel Zupnick Drive
Unit 113
Monroe, NY 10950
Simple Diagnostics, Inc. $720,011
11555 Heron Bay
Blvd Suite 200
Coral Springs, Fl 33076
State of West Virginia $25,000,000
West Virginia
Attorney General
P.O. Box 1789
Charleston, WV
25326
Strategic Products Group Inc $1,418,150
16 Preserve CT
Gulf Shores, AL 36542
US Interactive Media $541,359
1201 Alta Loma Rd
Los Angeles, Ca
90069
Zeeto Group $474,653
PO Box 505294
St. Louis, MO
63150-5294
VERSAR INC: Urish Popeck & Co., LLC Casts Going Concern Doubt
-------------------------------------------------------------
Versar, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$37.89 million on $167.92 million of gross revenue for the year
ended July 1, 2016, compared to a net income of $1.40 million on
$159.88 million of gross revenue for the year ended June 26, 2015.
Urish Popeck & Co., LLC, in Pittsburgh, Pa., issued a "going
concern" qualification on the consolidated financial statements for
the fiscal year ended July 1, 2016, citing that the Company
generated a net loss of $37.9 million and expects losses to
continue in the future and had an accumulated deficit of $27.4
million at that date.
The Company's balance sheet at July 1, 2016, showed total assets of
$61.32 million, total liabilities of $60.25 million, and a
stockholders' equity of $1.07 million.
A full-text copy of the Company's Form 10-K is available at:
https://is.gd/CLuqgV
Versar, Inc., is a global project management company providing
solutions to government and commercial clients primarily in three
business segments: Engineering and Construction Management (ECM),
Environmental Services (ESG), and Professional Services (PSG). The
Company also provides tailored solutions in harsh environments and
offers specialized abilities for classified projects and hazardous
materials management.
VERTEX ENERGY: Hires Ham Langston & Brezina as New Accountants
--------------------------------------------------------------
The Board of Directors and Audit Committee of Vertex Energy, Inc.,
engaged Ham, Langston & Brezina, L.L.P. as the Company's
independent registered public accounting firm for the year ended
Dec. 31, 2017. Previously, on March 31, 2017, Hein & Associates
LLP had informed the Company that it declined to stand for
reappointment as the Company's independent auditor for the year
ended Dec. 31, 2017.
Other than for the inclusion of a paragraph describing the
uncertainty of the Company's ability to continue as a going concern
(for the year ended Dec. 31, 2015), Hein's reports on the Company's
financial statements for the years ended Dec. 31, 2016, and 2015,
contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles.
During the Company's two most recent fiscal years and the
subsequent interim period preceding Hein's dismissal, there were:
(i) no "disagreements" (within the meaning of Item 304(a) of
Regulation S-K) with Hein on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction
of Hein, would have caused it to make reference to the subject
matter of the disagreements in its report on the consolidated
financial statements of the Company; and (ii) no "reportable
events" (as such term is defined in Item 304(a)(1)(v) of Regulation
S-K), except for material weaknesses in the Company's internal
control over financial reporting as described in the Company's
Annual Reports on Form 10-K for the years ended Dec. 31, 2016, and
2015, which have not been corrected as of
April 6, 2017.
During the Company's two most recent fiscal years and the
subsequent interim period preceding HLB's engagement, neither the
Company nor anyone on its behalf consulted HLB regarding either:
(i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial
statements, and no written report or oral advice was provided to
the Company that HLB concluded was an important factor considered
by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any matter that was
the subject of a "disagreement" or "reportable event" (within the
meaning of Item 304(a) of Regulation S-K and Item 304(a)(1)(v) of
Regulation S-K, respectively).
In approving the selection of HLB as the Company's independent
registered public accounting firm, the Board of Directors and the
Audit Committee considered all relevant factors, including that no
non-audit services were previously provided by HLB to the Company.
About Vertex Energy
Vertex Energy, Inc. (VTNR) -- http://www.vertexenergy.com/-- is a
refiner and marketer of high-quality specialty hydrocarbon
products. With headquarters in Houston, Texas, Vertex processing
facilities are located in Houston (TX), Marrero (LA) and Columbus
(OH).
Vertex Energy reported a net loss of $3.95 million on $98.07
million of revenues for the year ended Dec. 31, 2016, compared to a
net loss of $22.51 million on $146.9 million of revenues for the
year ended Dec. 31, 2015. As of Dec. 31, 2016, Vertex had $86.98
million in total assets, $28.66 million in total liabilities, $3.33
million in series B preferred stock, $13.75 million in series B-1
preferred stock and $41.23 million in total equity.
VYCOR MEDICAL: Fountainhead Hikes Equity Stake to 50.1%
-------------------------------------------------------
Fountainhead Capital Management Limited disclosed in a Schedule
13D/A filed with the Securities and Exchange Commission that as of
March 31, 2016, it is the beneficial owner of 10,579,097 shares of
Vycor Medical, Inc.'s common stock, representing 50.1% of the
outstanding shares of the Company's common stock. Said amount
includes all shares issuable to the Reporting Person on account of
all Warrants held by the Reporting Person convertible or
exercisable within 60 days of the date of April 6, 2017. The
holder believes the number of shares of the Company's outstanding
common stock to be 17,585,443 as of March 31, 2017.
The purpose of this Schedule 13D filing is to update the ownership
of Vycor Medical, Inc. Common Stock, par value $0.0001. On March
31, 2017, the Company issued 142,857 shares of Vycor Common Stock
to Fountainhead in satisfaction of $30,000 of consulting fees due
for the quarter ended March 31, 2017. As a result of such issue,
Fountainhead's previously-reporting holdings of Vycor Common Stock
(including shares which it has the option to acquire within sixty
(60) days of such date) were adjusted to a total of 10,579,097
shares, comprising ownership of 7,047,899 Vycor Common Shares and
Warrants to purchase 3,531,198 Vycor Common Shares as follows:
343,411 shares at an exercise price of $1.88 per share prior to
Aug. 4, 2017; 337,517 shares at an exercise price of $2.62 per
share prior to Aug. 4, 2017; 572,613 shares at an exercise price of
$3.08 per share prior to Aug. 4, 2017, 887 shares at an exercise
price of $2.05 per share prior to April 24, 2017, 887 shares at an
exercise price of $3.08 per share prior to April 24, 2017,
1,924,677 shares at an exercise price of $0.27 per share prior to
Jan. 10, 2020, and 351,204 share at an exercise price of $0.27 per
share prior to Feb. 22, 2010. Those shares, in the aggregate,
comprise approximately 50.1% of the Company's issued and
outstanding shares of common stock, as adjusted for the exercise of
those warrants.
A full-text copy of the regulatory filing is available at:
https://is.gd/ruVVAL
About Vycor Medical
Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO) --
http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective. The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge. Vycor's
innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.
Vycor Medical reported a net loss available to common shareholders
of $2.25 million on $1.13 million of revenue for the year ended
Dec. 31, 2015, compared to a net loss available to common
shareholders of $4.04 million on $1.25 million of revenue for the
year ended Dec. 31, 2014.
As of Sept. 30, 2016, Vycor had $1.54 million in total assets,
$1.14 million in total liabilities, all current, and $399,144 in
total stockholders' equity.
The Company's auditors Paritz & Company, P.A., in Hackensack, New
Jersey, issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015.
WALTER INVESTMENT: Three Directors Won't Stand for Re-election
--------------------------------------------------------------
Each of Steven R. Berrard, Ellyn L. Brown and Michael T. Tokarz
notified the Board of Directors of Walter Investment Management
Corp. that they will not stand for re-election at the Company's
2017 annual meeting of stockholders to be held on May 17, 2017. The
Board of Directors and the Company thank each of Ms. Brown and
Messrs. Berrard and Tokarz for their years of dedicated service and
contributions to the Company.
About Walter Investment
Walter Investment Management Corp. and its subsidiaries --
http://www.walterinvestment.com/-- is a leading independent
servicer and originator of mortgage loans and servicer of reverse
mortgage loans. The Company services a wide array of loans across
the credit spectrum for its own portfolio and for GSEs, government
agencies, third-party securitization trusts and other credit
owners. Through the consumer, correspondent and wholesale lending
channels, the Company originates and purchases residential mortgage
loans that are predominantly sold to GSEs and government agencies.
The Company also operates two supplementary businesses; asset
receivables management and real estate owned property management
and disposition.
Walter Investment reported a net loss of $529.15 million for the
year ended Dec. 31, 2016, compared to a net loss of $263.19 million
for the year ended Dec. 31, 2015. As of Dec. 31, 2016, the Company
had $16.75 billion in total assets, $16.47 billion in total
liabilities and $280.26 million in total stockholders' equity.
* * *
As reported by the TCR on March 22, 2017, S&P Global Ratings said
it lowered its long-term issuer credit rating on Walter Investment
Management Corp. to 'CCC' from 'B'. The outlook is negative. At
the same time, S&P also lowered the rating on the company's senior
secured term loan to 'CCC' from 'B' and the rating on its senior
unsecured notes to 'CC' from 'CCC+'.
Walter Investment carries a 'Caa1' Corporate Family Rating from
Moody's Investors Service.
XTANT MEDICAL: EKS&H LLLP Raises Going Concern Doubt
----------------------------------------------------
Xtant Medical Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $19.49 million on $90.00 million of total revenue for
the year ended December 31, 2016, compared to a net loss of $2.17
million on $59.34 million of total revenue for the year ended
December 31, 2015.
EKS&H LLLP in Denver, Colo., notes that the Company has recurring
losses from operations and has operational and financial
uncertainties that raise substantial doubt about its ability to
continue as a going concern.
The Company's balance sheet at December 31, 2016, showed total
assets of $144.10 million, total liabilities of $151.17 million,
and a stockholders' deficit of $7.07 million.
A full-text copy of the Company's Form 10-K is available at:
https://is.gd/o63MwV
Xtant Medical Holdings, Inc., develops, manufactures and markets
class-leading regenerative medicine products and medical devices
for domestic and international markets. Xtant products serve the
specialized needs of orthopedic and neurological surgeons,
including orthobiologics for the promotion of bone healing,
implants and instrumentation for the treatment of spinal disease,
tissue grafts for the treatment of orthopedic disorders, and
biologics to promote healing following cranial, and foot and ankle
surgeries.
YORK RISK: Bank Debt Trades at 3% Off
-------------------------------------
Participations in a syndicated loan under York Risk Services
Holding is a borrower traded in the secondary market at 97.40
cents-on-the-dollar during the week ended Friday, April 7, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.25 percentage points from the
previous week. York Risk pays 375 basis points above LIBOR to
borrow under the $0.555 billion facility. The bank loan matures on
Sept. 18, 2021 and carries Moody's B3 rating and Standard & Poor's
B- rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended April 7.
ZYNEX INC: Delays Filing of Fiscal 2016 Form 10-K
-------------------------------------------------
Zynex, Inc. filed with the Securities and Exchange Commission a
Form 12b-25 notifying the delay in the filing of its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2016.
Zynex, Inc. is unable to file its Form 10-K for the year ended
December 31, 2016 within the prescribed time period due the
difficulty in assembling and obtaining required information. The
Company intends to file the Form 10-K within the time period
permitted by this extension.
The Company expects to post net revenue increased 14% to
$13,313,000 for 2016, compared to $11,641,000 for the year ended
December 31, 2015. The increase was primarily due to increase in
orders as a result of hiring additional sales representatives early
in 2016.
The Company expects to report net income of $69,000 or less than
one cent per share for the full year of 2016 compared to a net loss
of $2.9 million in 2015 or nine cents per share.
A full-text copy of FORM 12b-25 is available for free at
https://is.gd/1lIepA
About Zynex, Inc.
Zynex, Inc. (OTCQB: ZYXI) specializes in the production and sale of
non-invasive medical devices for pain management, stroke
rehabilitation, neurodiagnostic equipment, cardiac and blood volume
monitoring. The company maintains its headquarters in Lone Tree,
Colorado.
Zynex reported a net loss of $2.93 million on $11.64 million of net
revenue for the year ended Dec. 31, 2015, compared to a net loss of
$6.23 million on $11.11 million of net revenue for the year ended
Dec. 31, 2014.
As of Sept. 30, 2016, Zynex had $4.81 million in total assets,
$8.83 million in total liabilities and a $4.02 million total
stockholders' deficit.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2017. All rights reserved. ISSN: 1520-9474.
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